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Transit - Bus Mgmt Contract Dii~~E ~<k~ MEMORANDUM March 28, 2006 TO: The Honorable Mayor and City Council Members FROM: Michael C. Van Milligen, City Manager l~, SUBJECT: Transit Manager Transit Manager Mark Munson resigned his position with the City effective November 16, 2005. Thereafter, the City advertised simultaneously for a transit director and solicited Requests for Proposals for a management firm. The City received approximately 25 individual applications and one response to the RFP. Interviews were conducted with three of the individual applicants and with two representatives of First Transit, the firm that answered the RFP. Economic Development Director Dave Heiar recommends that the City of Dubuque enter into a five-year contract with First Transit to provide a General Manager for KeyLine Transit. First Transit has over 120 managers. The strongest reason for this recommendation is that hiring a management company provides the City of Dubuque with much more than just a General Manager. This manager is supported by a network of specialized consultants. The company highly encourages their clients to utilize at least 120 hours of this consulting service per year. In fact, the proposed contract provides for unlimited assistance from First Transit Corporate Management staff in many areas. One very important point is that First Transit has more than one operating model. The model currently chosen by the City of Dubuque is that the Transit Manager will be an employee of First Transit, but the other employees will remain City of Dubuque employees. This arrangement will be annually reviewed to determine if an alternate model will be more advantageous to the City. The 2007 contract price with First Transit is $99,480, which is $8,291 more than budgeted. Some of the cost may be saved using the corporate purchasing agreements. The increased cost is justified by the additional transit consulting services that will be available to the City as well as the other benefits detailed earlier. It is anticipated that the City will utilize many of the specialized consultants available through this contract. I concur with the recommendation and respectfully request Mayor and City Council approval. ~. ~~i /1 / /. ! I t l01,1-t/ t,-- Mic~ael C. an Milligen MCVM/jh Attachment cc: Barry Lindahl, Corporation Counsel Cindy Steinhauser, Assistant City Manager David J. Heiar, Economic Development Director H-IE CITY 01-' C.. -.:--=-"'\ r-) _m__ . 4-_ f.:) f.... '< "_ LbLQLJL ~~~ MEMORANDUM March 17, 2006 TO: Michael Van Milligen, City Manager FROM: David J. Heiar, Economic Development Director~ 1 SUBJECT: Transit Manager PURPOSE The intent of this memo is to make a recommendation for Management of the Keyline Transit Department. BACKGROUND Transit Manager Mark Munson resigned his position with the City effective November 16,2005. Munson assumed his new duties as the RTA Transit Director for Dubuque, Jackson, and Delaware Counties on November 21. In early December, the City Council authorized a dual approach to filling this management void. There upon, the City advertised simultaneously for a transit director and solicited RFP's for a management firm. The City received approximately 25 individual applications and one response to the RFP. Randy Peck and I pre-screened the applications to narrow the field. The City Manager authorized a committee to review and interview the applicants and management firm. The Committee consisted of the following members: George Enderson, Transit Board Member David Heiar, Economic Development Director Dawn Lang, Budget Director Dave Ness, Civil Engineer II Randy Peck, Personnel Manager Karen Sisler, Acting Transit Division Manager Ken TeKippe, Finance Director Don Vogt, Public Works Director Gary Wagner, Transit Dispatcher Over the past month this group conducted extensive telephone interviews with three candidates from Kentucky, Missouri, and North Carolina. All three candidates have transit experience and are currently unemployed. There were no local candidates with transit experience. The Committee also interviewed two representatives of First Transit, the management firm which submitted a proposal to our RFP. Subsequently, the group 1 interviewed the General Manager who is identified as the local manager for Keyline by First Transit. Over the past several months, several significant issues have surfaced. The most critical issue evolves around the rapidly escalating costs of Paratransit (mini-bus) service. Other issues include the lack of training, implementing RouteMatch software, record keeping, vehicle maintenance, fixed route service, reduced ridership on the fixed route system, contracted service, no-shows, and federal funding. In addition, prior to his departure, Mr. Munson prepared a transition plan which identified ongoing projects/issues which included; · Installation of passenger boarding stations in the downtown area. . Plumbing issues at the garage . Window replacement . JARC opportunities . Kennedy Mall transfer point . Marketing for fixed routeftrolley systems . Delhi transfer station RECOMMENDATION Having completed several hours of interviews and reference checks, the committee recommends that the City enter into a contract with First Transit to provide a General Manager for Keyline Transit. There are many reasons for this recommendation. The strongest reason for this recommendation is that hiring a management company provides the City of Dubuque with much more than just a General Manager. This manager is supported by a network of specialized consultants. The company highly encourages their clients to utilize at least 120 hours of this consulting service per year. In fact, the proposed contract provides for unlimited assistance from First Transit Corporate Management staff in the following categories; o Service analysis and design o Operations issues o Marketing o Vehicle maintenance o Labor relations o FTA compliance o Triennial Review, ADA Regulations, and NTD Reporting o Safety and Training o Finance, Budgeting and Funding o Human Resources o Transit Technology o Equipment and Vehicle Specifications o Monthly reports o Network of Peers (Intranet) 2 As the committee evaluated and discussed the options of hiring a director or entering into a management contract, the following statements were made: "A management firm provides a complete package, far beyond what anyone person can provide." "A management firm will give the City of Dubuque an umbrella of instant expertise." 'The depth of resources (the bench) available through First Transit is worth the minimal additional expense associated with this option." Another advantage of hiring a management firm is that the City would qualify for discounts on materials and services through the Corporate Purchasing Agreement (CPA). "First Transit managed properties are provided an opportunity to save at least a 15% discount off the best prices at many major suppliers through First Transit's CPAs. To establish the CPAs, First Transit has leveraged the size of the national fleet we manage, operate and maintain in order to negotiate special pricing with a number of top vendors. First Transit-managed properties continue to follow their normal procurement procedures, but in most cases, our customers have found that the CPA pricing is substantially more favorable than the next lowest price quoted by prospective vendors." First Transit has CPAs with over 50 companies. The City of Decatur, Illinois estimates at least a $5,000 per year savings on purchases that take advantage of these discounts. First Transit also provides a network for the local general manager to contact over 120 other First Transit managers through an electronic bulletin board. This system allows the local manager to tap into the expertise of his/her peers within the organization. This interactive bulletin board allows any manager to pose questions or ask for information on any topic. This system facilitates real time information exchange allowing employees to access immediate answers to questions posted. Managers have been able to access sample forms, solutions to specific system issues, and case studies regarding industry related products and services that might be considered. This process is similar to the "Grapevine" used by the Iowa City Manager's Association. First Transit's Management division has developed an intranet site to increase the flow of information between its employees and managed systems. This site includes many useful documents, including real case studies and reports and specifications, as well as links to many of the customer websites and links to transit publications. As part of the contract, First Transit annually hosts its Transit Management Region Vice Presidents, Area Vice Presidents, and General Managers for a three day conference that includes operational, technical, and leadership training. The annual conference is a great opportunity for their managers to take advantage of information and experience 3 that is available throughout the network of transit systems. Another important goal of the meetings is to ensure that local managers are aware of the types of support that are available to them and their transit systems through corporate office and Customer Support Staff. First Transit also has established some internal controls that would be extremely beneficial to the City of Dubuque. Recently, the company developed a website that allows for the online tracking of reports and performance measures. The monthly reports include operation statistics, financial data, and budget comparisons for each transit management location. This website allows for the analysis of the data on a monthly or annual basis, as well as allows for the comparison to peer transit systems within the First Transit network. In addition, every month, the First Transit managers participate in a mandatory conference call to discuss current transit issues (funding, safety, personnel items, procurement, etc.) actual and anticipated changes in the industry and to share ideas and success stories. The calls include the corporate management, Region and Area Vice Presidents, General Managers, and support staff. The final advantage identified by the Committee is that a management contract would eliminate temporary management voids. If a local manager hired by First Transit leaves the City of Dubuque, the company will provide a temporary manager until a permanent manager fills the void. This would eliminate situations like we are currently experiencing; where only the really critical issues are addressed until management staff is hired to deal with the many facets of providing and maintaining a public transportation system like Keyline. Reference checks were completed with three Midwest cities I chose at random from the list of existing contracts provided by First Transit. These cities included Davenport, Iowa, Decatur and Peoria Illinois. All three were extremely pleased with the service provided by First Transit. Their responses noted that whenever there is an issue, First Transit provides a timely remedy without "nickel and dimeing" you every time you need something. I have heard some concerns about the City's perceived loss of control by contracting management of the Transit Division rather than having a City employee manage Keyline. I do not share this perception. To the contrary, I feel we may have more control with a contract. It is not easy to terminate an employee, but it will be much easier to terminate a contract for lack of performance. First Transit has assured the City that if we are unhappy with the General Manager assigned to Dubuque, they will make the necessary personnel changes to accommodate our needs. They do not want to loose a contract. The contract allows the City to terminate without cause at any time with a 30 day notice. If this contract is approved, First Transit plans to assign Jon Rodocker as the Dubuque General Manager. Jon has over six years of transit experience in two First Transit communities (Lynchburg, Virginia and Hot Springs, Arkansas). He started as a driver in Arkansas and has worked his way to Assistant General Manager in Virginia. Jon has 4 experience in revamping the Paratransit system and in implementing more efficient vehicle maintenance programs. These are two key areas that Keyline needs to address. His references refer to him as being very dedicated, energetic and willing to learn. Jon mentioned several times on his visit to Dubuque how excited he and his wife were about the prospect of moving to Dubuque with their two children. For your convenience, I have attached additional background information provided by First Transit in their response to the RFP. One very important point is that First Transit has more than one operating model. The model currently chosen by the City of Dubuque is that the Transit Manager will be an employee of First Transit, but the other employees will remain City of Dubuque employees. This arrangement will be annually reviewed to determine if an alternate model will be more advantageous to the City. BUDGET IMPACT The adopted budget for 2007 included $91,189 for the salary and benefits associated with hiring a Transit Director. The 2007 contract price with First Transit is $99,480, which is $8,291 more than budgeted. Some of the cost may be saved using the corporate purchasing agreements (discounts). The increased cost is justified by the additional transit consulting services that will be available to the City as well as the other benefits detailed earlier. I anticipate that the City will utilize many of the specialized consultants available through this contract. The contract also requires the City to pay $5,000 for the initial relocation of the General Manager. It should be noted that the City would pay for relocation costs if we were to hire a division manager. With our own employee, the actual relocation cost could be higher than the contractual cost with First Transit. The proposed 5 year contract has escalating costs for each year of the contract. The annual increases range from 3%-3.5%. The contract also provides for the opportunity to give a 60 day notice to terminate at the end of each year. First Transit is willing to begin the transition and initiate the contract as soon as City authorization is received. ACTION STEP The action requested is that the City Council approve the attached resolution to authorize the City Manager to sign a five year contract with First Transit to provide a General Manager for Keyline Transit. A copy of the proposed contract is attached. F:IUSERSIDHeiarIMemos to MVMITransit Manager.doc 5 , RESOLUTION NO. 134-06 A RESOLUTION APPROVING THE SELECTION OF FIRST TRANSIT, INC. 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, First Transit, Inc. 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 First Transit Inc. as the consultant to provide management of the City's Transit Department is hereby approved. Section 2. That the City Manager is hereby authorized to execute, on behalf of the City Council of the City of Dubuque, Iowa, a contract with First Transit, Inc. for a five year transit management contract for the following amounts; Year 1 (2006-2007) Year 2 (2007-2008) Year 3 (2008-2009) Year 4 (2009-2010) Year 5 (2010-2011) $8,290.00 per month $8,580.00 per month $8,837.00 per month $9,146.00 per month $9,420.00 per month Passed, approved and adopted this 3rd day of April, 2006. Roy D. Buol, Mayor: Attest: Jeanne F. Schneider, City Clerk v~~ eanne F. Schneider, City Clerk F:\USERS\DHeiar\ Transit\First Transit Resolution.doc IN THE NEIGHBORHOODS Getting Around Transit Department in Transition by David J. Heiar ~ The City's Transit Department is in transition. In November, after nine years as the Transit Director forthe City of Dubuque, Mark MWlSOIlresigned his position to become the RfA Transit Director for Dubuque, Jackson, and Delaware coun- ties. Many changes occmredinKeyIineTran- sit during Mark's nine year tenure, including the lIanSfer of Paratransit (mini-bus) service fromProject Concern to the City of Dubuque. Although the loss of a key employee can creaIe a temporary stress on any OIganiza- tion, it also provides an opportunity to stand back toeva\uale the slatus quo; a time to con- sider other options; a time to question how the City can provide the best transit services for the least amount of money. A good manager is as critical for the suc- cessof a business venture in the public sector as it is in the private sector. It should also be stated that public transit is a very specialized field. Not many people are familiar with the federa1 regulations and funding somces re- quired to successfully opernte a transit ser- vice. Based on resean:hand observations, I rec- ommended that theCity Cooncil take aSOJIll>- what unusual approach to fiJling the transit management void. In the essence of time, the City Council agreed to advertise for a Transit Director and to simultaneonsly solicit Re- quests for Proposa1s (RFP) for a management firm It would take four months to do either of these searches. If the City tried one ap- Ferring Homes " A NatTUI You Can 'l7ust Sina 1946" .. .. Singlewides .. Modulars .. Doublewides .. Financing The lowest prices on quality inventory in the Tri-States H.. \ 2G \';est' Dubuque lA' (553, 588-0312 proach and was unsuccessful, we would spend another four or five months to pursue the alternative approach. Due to the uumber of ungoing projects, other staffing needs and budgetary issues associated with the Transit Department, the City can not affoId to spend an entire year to fill this void. Both of these options have merit and p0- tential concems. Hiring a Transit Manager as an employee of the City could be beneficial if the City gets the right applicant The puleD- tial concern, as I mentioned earlier, is that this is a specialized field that requires knowledge and expertise about federal regulations and funding. The pool of qua1ified candidates is very limited. The second option, contracting with a management fino to hire a local manager, could provide the City with additional transit expertise. With this approach, the City would contract with a fino that specia1izes in transit issues. The local manager would have a net- worl<: of colleagues who worl<: for the same agency and who can provide their expeltise to the City of Dubuque when needed. The management fino would have a broad hase of transit experiences from other communi- ties that can be helpful in dealing with local transit concems, including software, federal and state funding issues and equipment pur- chases. Some management companies also provide their clients with corporate purchase discounts and extra support staff from the central office to aid their local manager. Part of this contract would include a monthly fi- nancial analysis of ridership and fees as they relate to our opemting budget. A potential downside to this approach could be the cosL I would expect that this type of service could be more expensive than hiring our own employee. Hopefully, some or all of this cost would be offset by efficien- cies and discounts. City Manager Michael Van Milligen has aUthorized a connnittee of City staff mem- bers to review and interview individoa1 ap- plicants and RFPs from management firms. The connnittee intends to evaluate our 0p- tions andmakearecommendation to the City Manager and City Council prior to the end of March. Public transportation is a critical and vital service to the citizens of Dubuque. The connnittee's goal is to find the best alterna- tive to manage this service. Key1ine, like transit systems nationwide, will face many ch.lIP.11ges over the next few years. These challenges include redoced fed- eral funding, reduced ridership on fixed routes, and the rapid increase of the cost to provide Pamtransit (mini-bus) service to per- sons with disabilities. It will be the new director's goal to tom these challenges into opportunities for the residents who rely on Keyline to meet their transpurtation needs. [Editor's Note: The author is Economic Development Director for the City of Dubuque.) + W'~PUOLS . . Install and Maintain . Alvin Wernimont "The Pool Guy" ~ 3414 Pennsylvania Ave. . (563) 584-1 no March 2006 .. Julien's Journal .. 77 First Transit'" A. Organizational Structure of Firm 1. Introduction to First Transit First Transit, Inc. One Centennial Plaza 705 Central Ave., Suite 300 Cincinnati,OH 45202 Transit Mana ement, Transit Contractin ,Transit Consultin Mr. Rick Dunning Sernor Vice President One Centennial Plaza 70S Central A venue, Suite 300 Cincinnati, OH 45202 Phone: 513-684-8734 Fax: 513-684-8852 Email: ri k. lllnin Jca.c 23-1716119 Delaware in 1969 Michael Murray, President Rick Dunning, Senior Vice President - Transit Management Nick Promponas, Senior Vice President - Transit Contracting 1\1ichael Petrucci, Secretary Phil Crookes, Treasurer First Transit, Inc. is a professional transportation management, operations and consulting firm organized specifically to supply expertise to both public and private transportation systems. First Transit has been a leader and innovator in transportation for nearly half a century - since 1999 as First Transit, since 1986 as Ryder/ATE, since 1969 as ATE Management and Service Co., and since 1955 as American Transportation Enterprises. First Transit is a business unit of FirstGroup America, the US.- based North American Operating Unit of FirstGroup pic (FirstGroup), a United Kingdom-based passenger transportation company. FirstGroup is the UK.'s largest bus operator, with a fleet of more than 9,000 vehicles, 50,000 employees worldwide and is also one of the UK.'s leading train operators. FirstGroup, First Transit's parent company, is listed on the London Stock Exchange with over $4 billion a year In revenue. Proposal to Provide Transit Management Services for Keyline Transit for tbe City of Dubuque A HISTORY OF INNOVATION AND EXCELLENCE AN INTERNATIONAL PRESENCE PageA-l First Transit r;' A. Organizational Structure of Firm FirstGroup is a transportation organization and has a management philosophy that is direcrly related to the public transit industry. Nearly 65% of the local, urban bus services operated by FirstGroup in the UK are done on a "commercial" basis that is without access or requirement for subsidy. Thus, their management is acutely aware of the needs of passengers; every additional passenger represents a revenue opportunity for them. 2. Industry Experience First Transit has a singular purpose: to provide our customers with the safest, most efficient passenger transportation service possible. Thr~ughout our history, First Transit has demonstrated the ability to design, implement, and manage transportation systems of all sizes and levels of complexity. One of our key practices is to combine transportation experience with the use of private enterprise techniques and resources. This combination has succeeded, as measured by both the success and productivity of our customer systems as well as our high contract renewal rate. As the nation's leading provider of public transportation contracting and management services, First Transit serves more than 100 transit authorities, DOTs, federal agencies, municipal organizations and private companies. Each of these solutions is built on three cornerstones: Safety, Quality and Cost Savings. First Transit's business practices are designed to offer our customers substantial cost savings, award-winning safety records, and the highest satisfaction that comes from quality throughout our operations. As displayed on the map below, First Transit's customers are located throughout the United States. Propos:li to Provide Transit Management Services for KeyJine Tr;msit for the City of Dubuque CORE VALUES: _._------~-- . SAFETY I QUALITY COST SAVINGS PageA -2 First Transit". A. Organizational Structure of Firm Key. lroMilMoncoa-~: T"",oiIC....lrcn:lingU:xz.rl"no: ., ,..."""-1.0:.......'" r,I CotporoloHoxJdq........".: .. Broad Based Experience First Transit has hands-on experience with every facet of public transportation operations, maintenance and administration. Each and every day, First Transit's managers deal with the complexities of operating in today's challenging political and social environments. Our skills are varied, being applied in many operating environments including: . Traditional fixed route and paratransit services under management contracts or turnkey contracts . ADA call centers services and brokerage services for human service transportation . University and airport shutde service . light rail transit operations . Maintenance and facilities management · Alternative fuel operations including electric, hybrid and compressed gas powered coaches . Management Support Services . ITS system of operation Propos.'1! to Provide Transit Management Services for KeyHne Tr:msit for the City of Dubuque We are dedicated to our mission: To be First..... (j) In the minds of our customers ~ In the perceptions of our employees ~ In the development of our marketplace ~ In support of the communities we serve r.....c~~~;i~ -', -,,:"'. .' .'.--'- ~~". ...;~))1ig ,.:, '- ,I; -]7.:";:'," ! I a '.,__I!:; L I - 'j! ~ I ({'i .__ 'I . ... I' ..1 ~.r)#'~.'; "".~I:' .. '1~.~.. ='.c.; ~- r ~:.''- < ~ (.~ I~ ,~ ~"~___ b:~fiiii}:::;.."_~. P[lgeA -3 First Transit'" A. Organizational Structure of Firm Our fIrm's rapid growth is a direct result of our willingness to embrace change and desire to partner with our clients to achieve our common goals. First Transit serves the transportation industry through three unique service approaches: Transit Management, Transit Contracting, and Management Consulting. With these three service approaches, First Transit has participated on assignments of all types, sizes and scopes and is able to leverage the unique talents of the professionals involved in each business unit across the breadth of our company. Transit Management Services First Transit's Transit Management Services provides resident teams to manage public transit systems and ADA call centers in 55 locations throughout the United States. Our transit management customers are located in 25 different states and range in size from systems operating eight vehicles to systems operating 392 vehicles. Transit management services assure our customers of local control and accountability, maximized cost efficiency, management continuity, minimum staff overhead costs, and professional experience and quality. Finding, developing and retaining talented local management can be a diffIcult task. First Transit provides outstanding management leaders to transportation systems throughout the United States, using a unique fIve-part approach that has been tested and proven effective since 1969. First Transit takes great pride in offering more than just experienced managers to the systems and call centers with which we contract. \'Ve offer a comprehensive package that includes expertise from across the country as well as a resident transit expert to manage the system. Our network of employees in a wide variety of systems and our customer support staff provides a rich and diverse collection of Propos:d to Provide Transit Management Senrices for Keyline Transit for the City of Dubuque BEST-iN-CLASS TRANSIT MANAGEMENT Page A - 4 First Transit'" A. Organizational Structure of Firm experience from which each one of our managers may draw to help them in their everyday duties. Areas of expertise within the Customer Support Staff include all areas of transit, specifically operations, maintenance, finance (including budgeting and federal & state grants application & administration), human resources, marketing, labor issues, as well as others. Our approach to excellence combined with our management teams' experience has yielded unmatched operating results and awards in the industry. (please see Section C of this proposal for a complete list and customer references for each of First Transit's transit management customers.) Transit Contracting Services First Transit's Transit Contracting Services provides the design, implementation and operation of flexible, cost-effective transportation systems throughout the United States. Transit Contracting provides a turnkey or tailored service approach that supplies all or most components of operations including equipment, facilities, staffing, management and so forth. First Transit's operational experience encompasses fixed route, commuter express, paratransit, dial-a-ride, airport shuttle, and shared- ride taxi services. Transit Contracting services are often provided at a significant cost savings to our clients over in-house costs. First Transit currently operates over 65 transit contracting locations. (please see Section C of this proposal for a complete list of First Transit's transit contracting customers.) Management Consulting Services First Transit's Management Consulting Services provides assistance to transit systems and government agencies with responsibility for public transportation. First Transit's consulting practice serves Proposal to Pr01'1'de Transit Management Services for Keyhile Transit for the City of Dubuque SPECIALIZED TRANSPORTATION CALL CENTERS URBAN RURAL rr~ANSPORTATIO~,1 SOLUTIONS Page A -5 First Transit fl' A. Organizational Structure of Firm systems ranging from multi-modal operations in major metropolitan areas such as New York, Los Angeles and Chicago to small operations such as those serving Monroe, LA and Gastonia, NC. First Transit's Management Consulting professionals have successfully completed a wide variety of projects including: Comprehensive Operational Analyses Performance Audits Special Route Analyses Transit Board Training Systemwide Passenger Counts Fare Increase Evaluations Running Time/On-Time Performance Analyses Maintenance Audits Start-up Assistance for New Systems Scheduling and Runcutting Operating Budget Reviews and Development Para transit Scheduling Paratransit Reviews User and Non-user Surveys Bus Line Inspections Market Research FTA Triennial Reviews Cost Allocation Models Bus Operator Monitoring Labor Relations Fare Collection & Money Handling Reviews Security & Safety Audits Bus Ooerator Monitoring Your transportation system needs to meet or exceed your passengers' expectations each time they ride the bus. First Transit performs on-board monitoring, anonymously and discreedy, in numerous cities across the United States. First Transit offers Bus Operator Monitoring Services to measure and report on critical components of your customer-satisfaction and policy compliance programs such as: · Customer Service · ADA Regulatory Compliance . Safety Guidelines Proposal to Provide Transit Management Services for Keyline Transit for the City of Dubuque Page A - 6 First Transit fl' A. Organizational Structure of Firm . Fare Collection Procedures · On-time Performance Bus Line InsDections Fiest Transit is the industry leader in providing in-plant quality assurance services at all of the major transit bus suppliers during the manufacturing process. Overseeing and addressing the quality control issues during the production is critical to ensure: · Timely Delivery . Strict Adherence to Specifications . Strict Adherence to Federal Regulations · Lower Warranty Claims and Maintenance Costs . Quick Placement of Buses Into Revenue Service Over the past several years, we've amassed a formidable record of bus production and in-plant quality assurance inspections including more than 19,000 vehicles on nearly 700 different orders. 3. Our Management Approach ENSURING EXCELLENT SERVICE ENSURING EXCELLENT QUALITY At the core of our management plan is a management approach that was pioneered by First Transit and its predecessor companies. It has been tested by time, as well as the constant feedback from our customers, and has been updated and improved over the years. First Transit implements and supports a five-part management approach on each of its customer locations. The five parts consist of the following: PropOSEd to Provide Transit Management Services for KeyHne Tr:msit for tile City of Dubuque F:lgeA -7 First Transit'" A. Organizational Structure of Firm First Transit has provided a brief biography of the General Manager, Operations Supervisor and First Transit's Regional Vice President on the following pages. First Transit's Customer Support Staff and Network of Customers and Corporation are discussed in more detail in Section D and Section F, respectively, of this proposal. First Transit takes great pride in offering more than just experienced managers to the systems with which we contract. We offer a comprehensive package that includes expertise from across the country as well as resident transit professionals to manage the system. Our network of managers and customers provide a rich and diverse collection of experience from which each one of our resident managers may draw to help them in their everyday duties. It is said that imitation is the sincerest form of flattery. \V'e are pleased that our competitors see the value in our approach to business and have begun to use the same techniques. To date, none have made the same level of commitment to the five-part approach in terms of full-time dedicated staff, assumption of travel expenses and ability to access resources and expertise from a global perspective as First Transit. 1. A Resident General Manager serving each Customer. 2. A Region Vice President (RVP) coordinating the management of system to ensure customer satisfaction. 3. A Customer Support Staff of seasoned professionals, enhancing system efficiency and effectiveness. 4. Numerous Professional Options and Value-Added Services providing an opportunity for Customers to save money and gather relevant transit information for decision-making. 5. The Power of a Network of customers and staff to share information and experiences. Proposal to Provide Transit Management Services for Key/ine Transit for tbe City of Dubuque LEADING THE NATION IN PASSENGER TRANSPORTATION SOLUTIONS C-""'f"~'",.... " .~', ,', . , . .,," . -~'c"" ~--- ~- -~[---. .....". '1i.-;{l.:~; ~. , I' rfr-i 1'1\ I ;~" ;";"cn a'..... . - .,,,. ~"? ..~ Q "I.~"" .'-......Ji~\~ ~,..~.- " .....',.,'.-,'::,;..,.:..-, ~ .'---'-"---! j1"':'" I '_.'-~-'-~ 'l/:'~ '"" .. , ,I '" ~I r. ~~ ~;. r-...' _ -"-- -~ r".' ':T\.ll~'.F;. \~~>.:J .IJ~: !':J,"'!!';' .....~~!!f'.=-r1 I'(-J 1 ~ ;o.~;".=_ ~ PageA-8 First Transit". A. Organizational Structure of Firm 4. Management Team & Region Vice President First Transit proposes Jon Rodocker as the General Manager for Keyline Transit. Dennis Jensen, Area Vice President and Frank Tobey, Region Vice President, will both help Jon maintain a close working relationship with the customer, assess and interpret the needs for technical services specialists and serve as the key communicator on industry trends and "best practices" which may be of assistance. Frank, Dennis and Jon along with First Transit's Customer Support Staff hring a wealth of experience and knowledge of the transit industry to the City of Dubuque Keyline Transit. Jon Rodocker, General Manager Jon has over 6 years of transit experience as well as additional management experience. He currendy serves as the assistant general manager for the Greater Lynchburg Transit Company in Virginia and is responsible for a variety of functions including safety, national transit database information, and paratransit. Jon is committed to continually working to improve Keyline Transit in the coming years. A complete resume and commitment letter for Jon is included at the end of this section. Frank Tobey, Region Vice President Frank has over 29 years of transit experience including 23 years as Resident Manager of the Memphis Area Transit Authority. He provides oversight and serves as the corporate contact for 14 First Transit-managed properties in the southern and western United States. He is a member of the APTA Bus Operations Committee, APTA Vintage Rail Committee, COMTO, Tennessee Public Transit Association (former president), the South West Transit Association (board Proposal to Provide Transit Management Services for Keyline Transit for the City of Dubuque PageA - 9 First Transit'" A. Organizational Structure of Firm member), Louisiana Transit Association, Arkansas Transit Association, and K.ansas Transit Association. Frank's detailed resume can be found at the end of this section. Dennis Jensen, Area Vice President . ---< ~,.,..,,- "r.' .,c ( #'!J!P l,;'":-a;i : ~",)",...j " 1 ~: " ',: .... '.\.. \~.. '\'/.'. \.......\'.'1\'... .. \'.. -"-~:~<. /~ u...:~< Dennis is proposed to serve as the principal non-resident contact for the City of Dubuque. Dennis has over 30 years of transit management experience primarily in transit operations, labor relations, safety, planning, marketing and grants administration. He has extensive experience in contract negotiations with various unions and detailed knowledge and experience in grievance and arbitration proceedings. He has also served on several APTA committees, as an APTA Regional Director, President of the Minnesota Public Transit Association and has been appointed to the Wis!DOT IT Advisory Committee and recently to the Citizens Board of Directors of the Minnesota Pollution Control Agency by the Governor of Minnesota. Dennis' detailed resume can be found at the end of this section. Proposal (0 Pr01dde Transit Management Services for KeyHne Transit for the City of Dubuque Page A -10 First Transit" JON RODOCKER PROPOSED GENERAL MANAGER EXPERIENCE 2003 - present First Transit, Lynchburg, VA Greater Lynchburg Transit Company Inc. Assistant General Manager . ParaTransit Coordinator, DBE Lesion, NTD reporting, . Greyhound Station Manager, Rewrite and update . Safety, Security and Drug/Alcohol Policies . Local and State Roadeo Committee member 1999 - 2003 Intracity Transit, Hot Springs, AR. . Paratransit driver/Safety Coordinator Shift driver Updated and maintained on-going personnel development in proper safety rules and regulations Seasonal supervisor; managed the daily operations of the Magic Springs, buses and trolleys. Service Crew Lead . . . . 2002 - 2003 United Properties Management Inc., Hot Springs, AR. . Site Manager/Maintenance Negotiate lease and rental agreements; oversee capital improvements, maintain and modifications for 40 residential units. Design and consult on building renovations; solicit and assess bids; hire and oversee subcontractors. . . 1995 - 2002 Rodocker Trucking Inc. Hot Springs, AR. . Operations/Office Manager EDUCATION . Managed and supervised daily operations, Scheduled and coordinated commercial contracts; provide leadership in the areas of personnel, Operator relations, training and affirmative action Prepared billing invoices, collections and taxes . . University of Miami, Miami, FL BS in Computer Science 2006 First Transit University General Manager Training 2005 VDRPT Drug & Alcohol Certificate 2004 RTA Report Analysis Certificate 2004 RTA Regional Advanced Training Certificate 2004 E.S.R.I. G.I.S. Mapping Certificate 2003 First Transit University Supervisory/Management First Transit" FRANK TOBEY REGION VICE PRESIDENT EXPERIENCE 200l-present First Transit Collierville, TN Region Vice President . Responsible for overseeing customer satisfaction for contracts in Brownsville TX, Tyler TX, Laredo TX, Monroe LA, Jackson TN, Memphis TN, Reno NY, Fayetteville AR, Hot Springs AR, Little Rock AR, Wichita KS, and Jackson WY, including over 1,100 employees and over 500 vehicles. 1978-2001 First Transit Memphis, TN Resident Manager, Memphis Area Transit Authority . Resident Manager for the Memphis Area Transit Authority and Mid- South Transportation Management Inc. . Provided support for all aspects of the day-to-day operation of the transit system and the local Management Company serving in these capacities. . Responsible for preparing and reporting of all financial statements and operating reports as required by the Board of Commissioners and other local, state and federal governing agencies. . Prepared the annual operating budget, secured and maintained corporate insurance policies, and coordinated and supervised the general accounting, payroll, data processing, purchasing, grants and group insurance areas within the Finance department. 1975-1978 Memphis Area Transit Authority Memphis, TN Director of Finance 1972-1975 Treasurer Murdock Acceptance Corp. EDUCATION . Auburn University - Auburn Alabama 1962-1963 Pre-engineering . University of Memphis - Memphis TN, 1970 Bachelor of Arts- Business-Management-Accounting and Finance majors AFFILIA TIONS . American Public Transit Association . Tennessee Public Transit Association . Texas Transit Association . Southwest Transit Association First Transit" DENNIS JENSEN AREA VICE PRESIDENT EXPERIENCE 2000-present Duluth, MN Area Vice President . Responsible for Management oversight of upper Midwest region, including transit systems of Davenport, IA.., Peoria, IL., Decatur IL. and a maintenance contract with the Quad Cities Garage Policy Group at Rock Island, IL. and serves as General Manager of the Duluth Transit Authority. . Extensive experience in the transportation industry with expertise primarily in transit operations, labor relations, safety, planning, marketing and grants administration. Extensive experience in contract negotiations with various unions with detailed knowledge and experience in grievance and arbitration proceedings. Have directed two successful public referendums for voter approval of tax levies for transit operations and improvements. Participate on national, state and local committees dealing with transit issues. The Duluth Transit Authority has a national reputation for safety, efficency, and fleet and facility cleanliness and appearance. Management positions have involved extensive interaction with public Boards, City Councils, Commissions and the State and Federal Legislative process. Developed and administered major construction and vehicle procurement projects in Texas, and Minnesota. Responsible for innovative customer service enhancements that are now modeled through tout the county, including childcare services in transit centers and bikes on bus program and Intelligent Transportation Systems. 1979-present Duluth, MN Duluth Transit Authority General Manager . In June 1979 was appointed as the General Manager of the Duluth Transit Authority (DTAl in Duluth, MN. Reporting to a nine-member public Board of Directors, responsible for the management of the 72-bus system serving cities of Duluth and Proctor, Minnesota and Superior, \Visconsm. . Significant accomplishments include the negotiation of eight Teamsters Union labor contracts during this term, administration of $39 million in construction and capital improvement projects, including a new Operations and Maintenance center; two downtown transit centers, park and ride facilities and two regional transit hubs. Was responsible for the development and operation by private contractors of ADA compliant para-transit service, a campaign for the successful voter approval of two property tax referendums, the approval by the Minnesota Legislature of a school transportation bill for the DTA that allows for the transportation of seconday students on DTA buses. Internal achievements include revised attendance standards, safety and training programs for bus operators, security programs for passengers and employees, the establishment of a Labor/Management Committee, and the introduction of a computer network and management information system at the DTA. Recent initatives include the completion of of a new transit center at the University of Minnesota, Duluth campus, complete with daycare facilities, passenger waiting area, and bus loading zones. Also, the implementation of a new DTA communications system, including ITS technology with Automataic Vehicle Location, computerized dispatching software for regular route and ADA systems, and on-street information signs that provides real time schedule information to the public. 1976-1979 Laredo, TX Laredo Municipal Transit System (EI Metro) General Manager . In June 1976, was appointed as the Transit General Manager in Laredo, Texas. Reporting to the Transit Committee of the Laredo City. Council, directed the takeover of the private system with funding from FrA and the State of Texas and structured the complete turn-around of a failing system into one of the most successful transit operations in Texas. Significant achievements were the expansion of service, establishment of a driver training and preventive maintenance program, a transfer program, elderly and disabled fare, student ticket program, and the development of a capital improvement program that included new buses, and the design and construction of an operations and maintenance center. Successfully negotiated two labor contracts with Labors International Union of North America and represented the Laredo system on several local and State committees dealing with transit planning and funding 1ssues 1973-1976 Baltimore, MD Airport Services, Inc. - Baltimore Washington International Airport General Manager . In July 1973 was employed as the Director of Marketing and later named as General Manager of Airport Services, Inc. the ground transportation service for Baltimore Washington International Airport. Responsible for all administration and operations of transportation services operating between BWI Airport, downtown Washington, Baltimore and suburban communities. Operations included an airport-parking shuttle, suburban limousine service, inter-city bus service and an airport taxi operation. Represented ASI on management team in contract negotiations with Teamsters and Amalgamated Transit Union Locals. Reported to Director of Airport Administration - BWI Airport. During this time provided marketing and public relations assistance to the Hagarstown, Md. County Commuter, a dial-a-ride transit system 1970-1973 Washington D.C. Continental Trailways Regional Manager, Advertising and Public Relations . Employed in 1970, was responsible for all advertising, public relations and promotional activities for Continental Trailways and associated Trailways companies in the northeast United States, including the markets of New York, Boston and Washington, D.C. Developed charter, tour, package express .and regular route promotional campaigns for interstate bus services. Developed annual sales meetings and customer service training seminars. Reported to Director of Sales, Trailways. EDUCATION 1967 Aviation Officer Candidate School, Naval Air Station Pensacola, Florida Commissioned Officer United States Navy. Achieved the rank of Lt. USNR. Assigned to Personnel Program Support Activity, Washington, D.C. 1965-1967, Drake University, College of Fine Arts Des Moines, Iowa. Bachelor of Fine Arts, Education 1963 - 1965, Creston Community College, Creston, Iowa Associate Arts Degree OTHER STUDIES Passenger and Vehicle Accident Prevention - Transportation Safety Institute, US/Dot, Abuse Prevention Training for Special Transportation Drivers - Mn/Dot Mastering Transit Leadership ~ CITA.- Drug and Alcohol Awareness Training. OTHER EXPEREINCE & PROFESSIONAL AFFILIATIONS \Vhile in college was employed as an architectural draftsman with construction [trm developing construction drawings and cost estimates for industrial buildings. Presently a Management Trustee of Teamsters Local 346 Health Fund and a Trustee of Teamsters Local 346 401K Savings Plan. Have served as member of several APTA committees, including Operations, Legislative, Nominating, and Small Operations Steering Committee. Was an APTA Regional Director, past President of the Minnesota Public Transit Association. Represent the DTA on the Metropolitan Interstate Committee's six county Regional Transportation Advisory Committee, serve as Chairperson of the Duluth/Superior Transportation Advisory Committee and serve as the transit representative on the Mn/Dot District One Area Transportation Partnership and as member of the Steering Committee of the Mn/Dot District One Transportation Operations Control Center for ITS Applications. Served as the Vice-Chair of the regional chapter of the 11innesota Transportation Alliance and serve on various state and local committees dealing with transportation funding and operations issues. Presently a member of the Mayor's Downtown Duluth Task Force, and serve as a member of the Wis/DOT IT Advisory Committee. Appointed by tlle Governor of Minnesota to a 4 year term on the Board of Directors of the Minnesota Pollution Control Agency. First Transit~. Annual Customer Location Vehicles Em 10 ees Ridership Services Alexandria DASH Alexandria, VA 1984 57 130 3.1 M FA Arlington County Ar"" on Co., VA 2003 N1A N1A N1A PL Berkshire Regional Transit Authority Berkshire, MA 200' 25 50 500,000 FA Brownsville Urban System Brownsvifle, TX 1990 3. 86 1.6M FR,PT Central Arkansas Transit Authority little Rock, AR 2002 78 162 3.8 M fR,PT Chatham Area Transit Savannah, GA 1986 77 225 3.8 M FR,PT Clermont County Transportation Connection Batavia, QH 2005 20 25 127,000 FA, PT, Clinton Area Regional Transit Plattsbur h, NY 1991 13 31 125,000 FA Connecticut Transit Hartford, New Haven & 1979 392 853 27 M FA Stamford, CT 10 Davenport Transit Daven rt,IA 2001 20 38 1M FA 11 Decatur Public Transit System Decalur,lL 1999 33 70 895,000 FA,PT 12 Denver Regional Transit District Denver, CO 2002 N1A 50 NfA CCM 13 Duluth Transit Authority Duluth, MN 1970 79 152 3M FR,PT 1. EfMetro Laredo, TX 2003 7. 181 4.5M FA,PT 15 ETHAA Public Transit Loudon, TN 2005 80 PT 16 Fayetteville Area S stem of Transit Fa etteville, NC 2005 FR,PT 17 Greater Lynchburg Transit Company L nchbur ,VA 1974 2. 79 1.3M FR,PT 18 Greater Peoria Mass Transit District Peoria, IL 1971 7. 127 2M FR,PT 19 Greater Roanoke Transit Company Roanoke, VA 1974 51 99 2M FR,PT 20 Hot Springs Transit Hot S rin s, AR 2002 18 2' 278,500 FR,PT 21 IndyGo Transit Store Indiana olis, IN 2006 N1A 10 CCM 22 Jackson Transit Authority Jackson, TN 1987 28 ., 480,000 FR,PT 23 Lake Erie Transit Monroe, MI 1980 25 67 435,000 FR,PT 2. Lowcountry Regional Transit Authority Hilton Head, SC 2001 28 3. 193,500 FR,PT 25 Lowell Regional Transit Authority Lowell, MA 2004 .. 73 1.2M FA 26 Lowell Regional Transit Authority Lowell, MA 200' 20 23 60,700 PT 27 Manchester Transit Authority Manchester, NH 2002 110 128 2.1 M FR, PT,PU 28 Memphis Area Transit Authority Mem his, TN 1976 275 553 12M FR, PT, 29 Merrimack Valley R ional Transit Authority Haverhill, MA 1983 73 86 1.7M FR,PT 30 Merrimack Valley Regional Transit Authority Haverhill, MA 1995 73 12 N1A M 31 Metro Transit Mobile, AL 2001 81 115 1.1M FR,PT 32 Middletown Transit District Middletown, CT 1991 12 22 312,000 FA 33 Monroe Transit System Monroe, LA 1977 2. 48 600,000 FR,PT 3. Montgomery Area Transit System Mont orne , AL 2000 .9 80 628,500 FR, PT 35 Muncie Indiana Transit System Muncie, IN 1981 .7 91 1.4M FR, PT 36 Nashua Transit System Nashua, NH 1993 21 3. 349,200 FR,PT 37 New York City Transit - Division of Paratransit New York, NY 1997 N1A 365 N1A CCM 38 Ozark Transit Fa tteville, AA 2001 33 51 140,000 FR, PT 39 Pioneer Valley Transit Authority S rin ield, MA 2001 150 285 9.2 M FA 40 Quad Cities Garage Policy Group Rock Island, IL 2003 77 26 N1A M ., Regional Transportation Commission of Washoe County Reno, NV 1978 63 221 8.2 M FA Richland County Transit Mansfield, OH 199. 16 30 357,000 FR,PT South East Area Transit Zanesville, OH 1986 32 '8 304,000 FA, PT,SH South East Area Transit District Norwich, CT 2002 28 52 925,000 FA Southern Teton Area Rapid Transit Jackson, WY 2002 22 52 340,000 FR,PT Spartanburg Transit S artanbur ,se 1992 11 25 544,000 FA Specialized Transportation for Arlington Residents. Arlington Co., VA 2001 NfA 10 NfA CCM State of Connecticut, Department 01 Social Services Hartford, CT 1998 N1A 15 N1A BAK State of Illinois - Department of Public Aid Chica 0, IL 2001 NfA 36 NfA CCM Tar Aiver Transit Aoc Mount, NC 2005 48 50 377,000 FA,PT Transit Authority of Northern Kentucky Ft. Wri ht, KY 1972 133 255 3.7 M FR,PT Tri. County Metropolitan Transportation District - LIFT Portland, OR 200. N1A .2 N1A CCM 53 Tri- County Metropolitan Transportation District - MTP Portland, OR 200. N1A 28 NfA CCM 54 Tyler Transit Tier, TX 1993 17 2' 142,000 FA,PT 55 Wave Transit Wilmington, NC 2003 58 86 1.4M FR, PT 56 Wichita Transit Wichita, KS 1981 83 137 2.5 M FA,PT . - New Contract, info not available FR = Fixed Route PU = Pupil Transportation PT = Paratransit/Demand Respons8IDial-A-Ride PL = Management Planning/Consulting Services CCM = Call Center Management SH - Shuttle/Circulator M = Maintenance Management BRK - Non-Eme~ ency Medicaid Transportation Brokera e 1 J 1 6/2006 First Transit r; Customer Aile an Count Baltimore Washin ton International Ai ort Ca al Metro Dlttan Trans artation Authorit Cartere! County Area Transportation System Ca Trans ortation 5 tern Cantu Villa e Trolla Chemun Count Chanan 0 Count eil of Comi CIa on Count Trans rtation Clinton Area Rural Transit 12 Cortland Gount 13 DASH - Communi! 14 DASH - Downtown 15 DASH. Wilimi ton 16 Denver Re lonal Transit District - Denver 17 Denver Ae ional Transit District + L mont 18 East Sa Paralransit Consortium 19 Electrowave 20 Erie Co Social Services 21 FASTRAN 22 Foothill Transit - Arcadia 23 Foothill Transit - Pomona 24 Friendshi Hel his Communit Shuttle 25 Garclena S clal Transit 26 Golden Gale Re ienal Center 27 Greater Cincinnati International Airport Employee Shuttle 28 Hammond Transit 29 Hearst Castle Shuttle 30 Herkimer Count 31 Hialeah Transit S em 32 Houston Intercontinental Ai rt 33 Houston Metr litan Transit Authorit 34 Houston Metro itan Transit Authori 35 Kern Count Transit 36 Ki 's Point Recreation Area 37 Los Angeles Metropolitan Transit Authority. Carson 38 Los eles Metropolitan Transit Authorit - Local I 39 Los An eles Metropolitan Transit Authoril - Local II 40 Los eles Metr litan Transit Authorit - San Fernando 41 Madison Count 42 Miami International Ai rt 43 Mont orne Count Transit 44 New York De rtment of Corrections 45 OC ParaTranspo ^ 46 Ontario Count 47 Palos Verdes Peninsula Transit Authoril 48 Pasadena Area Ra .d Transit 49 Philadel ia International Ai rt 50 Portland International Ai ort 51 Potomac & Aap ahannock Transit Commission 52 Puerto Aico Hi hwa and Trans rtation Authorit 53 Putnam Count 54 Ae ina Paratransit ^ 55 A ional Center of the East Ba 56 Aiver Valle Metro 57 A e Steel Service 58 San Luis Obis Transit 59 Mont e Count SEPTA 60 Snohomish Count Communit Transit 61 Steuben Count 62 Ti a Count 63 Universil of Cincinnati 64 Universit of MinnesotaM 65 VacaviJIe C. Coach 66 Valle Ride 67 Warren Count De artment of Human Services 68 Washin on Metro olitan Area Transit Authorit WMATA 69 Yolo County Transportation District ~ II-Nswcontract, info not avaiJabIB ,,- Operated by First Transit's sister company. FirstBus Canada M - Operated by First Transit's sister company, Fff'st Student MD::Medicaid M '" Maint8l1ance Services RD = Route Deviatiorl Location Belmont, NY Baltimore, MD Austin, TX Morehead, NG Ga ,NG Boca Raton, Fl Elmira, NY Norwich, NY Comin ,NY Cia on Co., GA Plattsbur ,NY Cortland, NY Los A eles, CA Los A eies, CA Wilmi ton, CA Denver, CO Denver, CO Oakland, CA Miami, FL Buffalo, NY Alexandria, VA Arcadia, CA Pomona, CA Friendshl Hei hts, MO Gardena, CA San Francisco, CA Hebron, KY Hammond, IN San Simeon, CA Herkimer, NY Hialeah, Fl Houston, TX Houston, TX Houston, TX Bakersfield, CA Delra Beach, FL Los Angeles, CA Los eles, CA Los Angeles, CA Los An eles, CA Norwich, NY Miami, FL MOnt orne Co., MD Alban , NY Ontario, Canada Canandai ua, NY Palo Verdes, CA Pasadena, CA Philadel hia, P A Portland, OA Woodbri e, VA San Juan, Puerto Aico Cannel, NY Saskatchewan, Canacia Oakland, CA Kankakee,ll Dearborn, MI San Luis Obis 0, CA Conshohocken, PA Everett, WA Bath, NY Nichols, NY Cincinnati,OH Mimes lis, MN Vacavi/le, CA Nam ,10 Belvidere, NJ Washin ton, DC Woodland, CA Customer Since 1999 2004 2005 2000 2002 1991 1986 1996 1996 2004 1991 1993 1997 1991 1996 2002 2002 2002 1998 2000 1988 2002 1997 1990 1987 2004 2000 1998 1989 1999 2002 2002 1991 1995 1994 1992 2000 1995 2002 2000 2005 1997 1989 1999 2002 1996 1983 2001 1999 1997 2003 1999 1993 1995 2001 1999 1980 2001 2004 1997 2000 1992 2002 2002 2001 2004 2005 2005 2001 Vehicles 10 65 67 17 10 9 37 25 7 29 12 19 25 63 7 396 145 52 10 92 70 136 170 2 10 22 9 13 16 4 10 26 224 116 56 24 5 103 11 22 11 37 101 29 126 40 23 41 25 32 91 30 36 32 60 13 4 17 31 116 2 26 6 20 19 14 37 29 46 Em 10 ees 16 200 160 21 22 17 59 32 10 7' 30 42 79 149 16 162 66 67 39 120 110 390 300 3 11 25 3' 32 26 9 26 65 472 295 72 6 5 211 14 65 6 71 206 31 245 62 26 75 60 146 150 67 62 67 26 11 35 52 221 2 21 12 46 24 24 57 85 Annual Aidershi 42,000 3.8 M . 55,500 37,000 265,000 540,nl 144,000 213,167 1.5M 129,000 176,000 3.2M 7.9M 956,000 13.5 million 5.5 million 208,000 528,000 220,000 243,000 6.2 5.5M 35,000 43,400 21,500 956,000 880,000 750,000 25,000 346,000 1.2M 13M 700,000 360.000 31,000 62,400 5.2M 254,000 2M 90,000 6M 2.8 M 156,000 751,000 240,000 170,000 104M 4.2M 2.6 M 1.8M 204M 172,357 243,000 180,000 700,000 88,400 3M 17,848 30,000 156,000 3.5 M 213,000 114,400 883,000 . 1.3M IT-Inmate Transportation FR = Fixed Route PT = Paratransit/Demand ResponselDiaf..A-RId8 SH. ShunlelClrculator EX = Commuter Express PU = PupH T ransportalion Services FA,PT SH FA,SH FA,PT PT FR FA, PT, MD, PU FA,PT,MO,PU FA,SH FA,PT FA, PT, RO FA,PT,PU FR FR FR FR FR PT FA,SH PT,MO PT FA,EXP FR,EXP SH PT PT SH FR SH MD FR SH FR, EX PT FR, PT, EX SH FR FR FR FR FA,PT,MO SH FR,PT SH PT FA,PT,MO FR FR, PT SH SH FR,EX FR FA,PT,PU PT PT FR,PT SH FR,SH PT FA, EX FA, PT FA, PT, PU, MO SH FR FR,PT FR, PT, EX FR,PT SH FA,PT 1/16/2006 First Transit fl' Davenport CitiBus Place of Performance: Date Contract Began: General Manager: Office Manager: Operations Supervisor: Customer Service Supervisor: Staffing Levels: Annual Ridership: Value of Operating Budget: Value of Capital Budget: Number of Vehicles: Service Type: Service Area: Website: Transit Management Customer References Davenport, Iowa 2001 Pete Donner Amber Essary Richard Farley Sandra Richards 38 882,000 $3.4 million $800,000 20 Fixed Route 70 sq. mi. Contact: Ms. Dee Bruemmer Asst. City Administrator Public Works Director 1200 E. 46"' Street Davenport, Iowa 52807 Phone: 563-326-7783 The City of Davenport Iowa, through the Public Works Department, contracts with First Transit Ine to supply managerial services for the Davenport Public Ttansit (CitiBus) system. First Transit staff oversees the daily operation of transit service including dispatching. road supervision, customer service, paratransit administration, report preparation/submittal, service planning/analysis, budget development, payroll development and maintenance coordination. The CitiBus fleet is composed of 20 buses which are stored and maintained at a garage (known as the Quad City Transit Facility) in Rock Island Illinois, shared with the Rock Island County Metropolitan Transit District. The garage is operated by a third party known as the Quad City Garage Policy Group and is governed by a four member Board of Directors while a fifth member acts as chairman. The chairman position rotates annually between Iowa and Illinois. Effective August 1, 2003, First Transit entered into a contract with the Quad City Garage Policy Group to provide a Fleet Manager for the garage. CitiBus operates from approximately 5:30 AM to 7:00 PM Monday through Friday and 9:00 AM to 7:00 PM on Saturday (although early Saturday moming demand response service is provided on a limited basis). Regular fare is 75 cents, while reduced fare is 35 cents. Monthly regular passes are $25.00. For the Fiscal Year enclingJune 30, 2004 CitiBus carried over 882,000 passengers, traveled nearly 173,000 miles and provided over 13,000 hours of service. FY03 budget was $3,888,050. 1/ 11/06 Flrst Transit'" Transit Management Customer References Decatur Public Transit System Place of Performance: Date Contract Began: General Manager: Staffing Levels: Annual Ridership: Value of Operating Budget: Value of Capital Budget: Number of Vehicles: Service Type: Service Area: Website: Decatur, IL 1999 Richard Foiles 70 1,050,000 $4.3 million $154,000 33 Fixed Route and Para transit 53 sq. mi. www.ci.decatur.il.us Decatur Public Transit System (DPTS) is a division of the City of Decatur, IL and operates fifteen (15) routes with seventeen (17) daily pull-outs. Two of the routes use trolleys; one trolley provides free service on a circulator route in the downtown area; the second trolley operates between downtown and Millikin University. All vehicles, 27 fixed route and 6 para transit, are wheelchair accessible. DPTS has provided paratransit service since 1979. The ADA service is complemented by contracts with local taxi cab companies. Annual passenger increases of 6.5% have occurred since extensive route and schedule adjustments were made in 2002. A transit center was also built in 2002. DPTS also provides service under contract to the adjacent Village of Forsyth, IL. \111/06 Dt:o.tURJI~ PUIUC ~~ C.ir = Con tact: Mr. Paul McChancy Mass Transportation Administrator City of Decatur 555 East Wood Street Decatur, IL 62523 Phone: 217-424-2820 Fax: 217-424-2818 Email: pau1.mcchancy@decatumet.com .,,, First Transit~' Transit Management Customer References Greater Peoria Mass Transit District Place of Performance: Date Contract Began: General Manager: Assistant General Manager: Management Associate: Staffing Levels: Operations Maintenance Administration Annual Ridership: Value of Operating Budget: Value of Capital Budget: Number of Vehicles: Service Type: Website: Peoria, Illinois 1971 Ella Bowman Jerome Lilly Kathleen Boyle 83 30 14 1,987,585 $11.2million $2.2 million 55 Fixed Route, 19 Para transit Fixed Route and Para transit www.ridecitylink.org The Greater Peoria Mass Transit District (GPMTD), established in 1970, provides fiXed route service and contract for the provision of paratranslt service under the names CityLink and CityLift, respectively. The GPMTD service area includes the cities and villages oEPearia, East Peoria, West Peoria, Peoria Heights, Sunnyland, Marquette Heights, and Creve Coeur. The GPMTD is governed by a four-member board of trustees appointed by the mayors or township supervisors of the areas directly taxed for the service. Service to East Peoria is provided through an intergovernmental agreement bet\veen the East Peoria Mass Transit District and GPMID. The GPMTD was originally funded with the passage of a dedicated property tax mileage of five cents. In November 1995, voters increased the property tax mileage for public transit by a 4-1 margin from the five cents to fifteen cents. The state sales tax revenue and federal funding provide additional support for the system. First Transit and its predecessor companies have managed the District for over 32 years. 1111106 CillfJinlc - - Contact: Ms. Sharon McBride Chair, Board of Trustees Bradley University 1501 West Bradley Street Peon"a, IL 61625 Phone: 309-677-2975 ~ First Transit'" D. Technical Support 1. Technical Support Staff First Transit employs over 25 full-time, non-resident Support Staff members who are trained in virtually every aspect of transit operations and management and are available to provide assistance to all of our customers. Unlike some of our competitors, who rely on their resident managers to support other clients, First Transit has invested in a dedicated full-time staff of technical experts to support our customers. Our Customer Support Staff includes individuals with managerial and/ or technical support expertise who offer assistance to all of our customer locations. Senior Management Support Team Michael Murray, President Mike began his career in the transportation industry at First Transit's predecessor company as a law clerk, several years prior to being appointed President. He is committed to ensuring that First Transit's goals and objectives are met. He is a member of the American Public Transportation Association, COMTO, the Ohio Bar Association and the American Bar Association. He is licensed to practice in the state of Ohio and before the United States Supreme Court. He holds a Masters from Ohio State and a BA from Xavier University. His office is located in Cincinnati, OH. Rick Dunning, Senior Vice President Rick has worked in public transit management for 30 years, the last 24 with First Transit. He leads the Transit Management Services Division and is responsible for the overall operation of the Division. Prior to being promoted to Senior Vice President, Rick was First Transit's National Safety Manager. Rick has a BA in Economics and Political Science from AsWand College and did graduate study in Public Administration at Ohio State University. Rick is a member of the American Public Transportation Association and COMTO. His office is located in Cincinnati, OH. PJ"oposaJ to Provide Transit Man:tgement Services for Keyline Transit for tbe City of Dubuque !'~~ r /// ,\'j 'I' ,,?;;,,,;.-:.; I :-,",".,.,., ""~.'-'-< i , .."..;.1.....:.. I.' I';j' I PageD-l First Transit fl' D. Technical Support John Woodford, Vice President Transit Management Services John has over 30 years experience in the field of public transportation. He has extensive transit operations experience having started his career at a small transit authority and working his way up to Assistant Executive Director of the Transit Authority of River City (TARC) in Louisville, KY. John has technical skill and expertise in virtually every aspect of transportation operations, including planning, project management, training, maintenance, safety, labor relations, contract negotiations, arid grants administration. Currendy,John is based in Louisville, KY and serves as Region Vice President for the Heardand Region as well as First Transit's Consulting Services. Bill Williamson, Region Vice President Bill has over 15 years of transit management experience, including serving as General Manager for the Cape Cod Transit System in Massachusetts for 12 years. Bill has technical skill and expertise in virtually every aspect of transportation operations, including human resources, training, maintenance, safety, labor relations, contract negotiations, grants administration, and procurement. Bill oversees the performance of First Transit's customer locations in the Adantic Region. His office is located in Williamsburg, Virginia. Frank Tobey, Region Vice President Frank has over 29 years of transit experience including 23 years as Resident Manager of the Memphis Area Transit Authority. He provides oversight and a corporate contact for 12 First Transit-managed properties in the southern and western United States. He is a member of the APTA Bus Operations Corrunittee, APTA Vintage Rail Corrunittee, COMTO, Tennessee Public Transit Association (former president), the South West Transit Association (board member), Louisiana Transit Association, Arkansas Transit Association, and I<ansas Transit Association. Frank oversees the performance of First Transit's customer locations in the Mountain West Region. His office is in Memphis, Tennessee. Proposal to Provide Transit Management Services for KeyhiJe Tr:l11sit for tbe City of Dubuque I.~~-l .~. I ~;."k~' " I \ ,,~t':."";:~' I \".~... i ',~"" ~ 1 PagcDw2 First Transit'" D. Technical Support Dave Lee, Area Vice President/General Manager Dave has been a transit manager for the past 19 years, including holding several management positions at CTTRANSIT in Connecticut where he currently serves as General Manager. In addition to serving as General Manager at CTTRANSIT, Dave provides oversight to the New England area First Transit managed properties. His office is located in Hartford, CT. Dennis Jensen, Area Vice President/General Manager Dennis has over 30 years of transit management experience and has spent the past 24 years at Duluth Transit Authority as General Manager. In addition to serving as the General Manager for DTA, Dennis provides oversight & assistance to the First Transit Managed Properties in the northern Midwest portion of the United States. Matt Wood, Vice President Transportation Services Matt began his transit career as a scheduler with the State of Rhode Island's RIDE Program and is a 10-year transit veteran. Matt is responsible for the oversight of First Transit's specialized transportation contracts including transit call center contracts with New York City Para transit, Denver RID Paratransit, Specialized Transportation for Arlington Residents (STAR), TriMet LIFT and MfP Dispatch in Portland, Oregon, and non-emergency Medicaid transportation contracts encompassing the entire State of Illino.is and the State of Connecticut. Matt is a member of the American Public Transportation Association and COMTO. His office is located in New York City, New York. Proposal to PrOT,jde Transit Management Services for KeyHne Transit for tile City of Dubuque r-~. ,-~l I ,,",' "',Z',,,,.,,j \ ,AI._\ P<1geD-3 First Transit'" D. Technical Support Technical Customer Support Staff First Transit's Technical Customer Support Staff provides assistance to the resident management teams on an ongoing basis. Our Technical Customer Support Staff is comprised of over 20 full-time, First Transit employees who are trained in virtually every aspect of transit operations and management and can provide assistance to customers with: . Service Analysis and Design Operations Issues Marketing Vehide Maintenance . . Safety and Training Finance, Budgeting and Funding . . . . Human Resources . . Labor Relations . Transit Technology Equipment and Vehide Specifications . FTA compliance Triennial Reviews, ADA Regulations, and NTD reporting . Gayle Gray - Senior Vice President, Human Resources Gayle is First Transit's chief labor counsel with more than 30 years of transit labor experience. Gayle has been lead negotiator on more than 150 negotiations with responsibility for coundess labor and employment matters. Gayle has a BS in Industrial Labor Relations from Saint Joseph's University and a law degree from Salmon P. Chase College of Law in Kentucky. She holds certification as a Senior Professional in Human Resources (SPHR) and memberships in the bar associations of Kentucky and Virginia. She is a member of APTA's Legal Affairs and Legislative Committees and its Labor Relations Subcommittee of the HR Committee, and is also a member of COMTO. Her office is located in Cincinnati,OH. Proposal to Provide Transit Management Services for Keyline Tra1Jsit for the City of Dubuque PageD-4 First Transit". D. Technical Support. Safety Support Staff: Steve Wallace - Vice President of Safety Steve brings to our organization 23 years of field and executive experience in transportation operations and safety management He and his staff are responsible for the development and implementation of First Transit's policies, procedures and training processes that ensure the well being of millions of passengers each year. Steve has extensive experience in safety training, accident and injury prevention, and operational safety processes. Sreve is a member of the American Public Transportation Association and COMTO. His office is located in Cincinnati, OH. Operations Support Staff: Butch Gaut - Senior Consultant, Planning & Service Design Butch has 25 years of transportation experience, primarily in service design and analysis. Butch has managed numerous comprehensive operational analyses for transit systems throughout the u.s. and Canada. He also has conducted sturhes for paratransit services and has consulted on fixed-route service and routing redesigns throughout the u.s. His office is located in Cincinnati, OH. BiD Harned - Senior Operations Manager Bill has 20 years of transit experience, 19 of which have been in a managerial capacity. Bill has extensive fixed route operations, administration and maintenance experience, having "worked his way up through the ranks." He started his transit career as an Operator and progressively increased his responsibilities, serving as Transit Supervisor, Director of Administration and General Manager. His office is located in Simpsonville, Sc. Mike Crittenden - Senior Operations Manager :rv1ike is a transit veteran with extensive fIxed route and para transit operating and management experience as well as finance, training and labor relations. Nlike has previously served as Vice President of the Jacksonville Transit Authority, General Manager of the Albany Transit System and General Manager of the Jackson Public Transportation Company. His office is located in Albany, GA. Proposal to ProTdde Tr:msit MaJ1ilgement Services for Keyline Transit for the City of Dubuque ;--~ '\,.,~ I I \'\~"" I I ''iL'liiif !A PageD-5 First Transit'" D. Technical Support Lisa Gatwood - Director of Sales Support Services Ms. Gatwood has 16 years of transit experience, primarily in paratransit operations, IT applications and planning. Lisa has provided assistance for IT and paratransit projects including ADEPT para transit software troubleshooting, OrbCAD support, and planning. Her office is located in Cincinnati, OH. Lisa Willenhrink - Proposal Manager Ms. \Villenbrink has over 7 years of experience in the transit industry. After most recently serving as First Transit's Director of Finance & Administration at TANK, Lisa now works on consulting projects and provides assistance to locations in the areas of budgeting, finanance, grants and marketing as well as manage and produce various proposals. Her office is located in Cincinnati, OR Donald Cahill - Manager, Bus Line Inspections Mr. Cahill has eight years of transit experience and is responsible for managing in-plant, vehicle quality assurance projects as well as Pre-Award and Post- Delivery audits for transit systems across the United States. Don's experience includes project management and administration of over 380 secondary in-plant quality assurance projects and for more than 9,000 transit vehicles. His office is located in Cincinnati, OR Rohh West - Assistant Project Manager, Bus Line Inspections Mr. West assists with daily management and oversight of bus line inspection contracts, consisting of over 75 projects nearing a total of2,000 transit vehicles as well as manages the First Bulletin network and montWy reports for the transit management services division. His office is located in Cincinnati, OH. Proposal to Provide Trausi! Mamlgement Services for Ke.vHne Transit for the City of Dubuque ~"-~'I r...-...:....",.........'................j '........ , ...... Ii e.. "iO' I \~...' ., ,~-'" . III " ,. , . 1:" PagcD-6 First Transit'" D. Technical Support Ryan Minges -Manager, Monitoring Services Mr. l\iinges manages First Transit's Monitoring Services projects including providing oversight for the project monitors and providing the summary reports and reccomendations. First Transit's Monitoring Services provides on-board observations of bus Operators and determines compliance with system policies, including critical areas such as ADA compliance, safety and customer relations. Ryan and his staff have provided monitoring services to a number of transit systems throughout the United States, including systems in San Diego, CA; Savannah, GA; Austin, TX; and Lynchburg and Roanoke, VA. His office is located in Cincinnati, OH. Jason EOis - Transportadon Technology Manager Jason is a 14-year IT veteran with four years of transit experience. He has extensive knowledge and experience with planning, managing, and implementing transit management software packages. In addition, Jason can provide assistance with management and operations of call center environments. His office is located in West Hartford, CT. Connie Bennett - Senior Consultant, Funding/Grants/Procurement Ms. Bennett has a great deal of experience accessing a variety of federal and state funding streams to maintain and expand operational programs. Currendy, Connie ensures procurement activities are compliant with Federal and State Department of Transportation rules, regulations, and requirements. She also assists communities with all aspects of grants management, including procurement of capital equipment funded through grant dollars. Connie was recendy recognized as "Person of the Year" by New York State Department of Transportation. Her office is located in Lancaster, NY. ProposallO Provide Transit Management Services for KeyJine Transit for the City of Dubuque Pelge D - 7 First Transit fl' D. Technical Support Maintenance Support: Todd Hawkins - National Director of Maintenance Todd started his career 20 years ago as a mechanic. He is now responsible for maintenance activities for transit contracting systems operating fixed route, para transit, trolley, shuttle, and over~the~road vehicles for First Transit. In addition, Todd and his staff provide technical assistance, training and best practices information to First Transit's managed systems. Todd is a member of the American Public Transportation Association and COMTO. Todd's office is located at our corporate headquarters in Cincinnati, OH. Bill Olsen - Maintenance Information System Manager Mr. Olsen has a computer programming background and 16 years of experience in the transit industry. Bill supports our systems' maintenance functions, including training, auditing fleet records, compiling maintenance statistics and maintaining the maintenance web site. Bill's office is located at our corporate offices in Cincinnati, OH. Labor Relations Staff Paul A very - Manager of Labor and Employee Relations Mr. Avery is an attorney with 22 years of labor and employee relations experience. Paul is a recent addition to our legal relations staff and has a broad range of experience in legal issues such as grievance, mediation, unemployment, discharge and arbitration proceedings. In addition, he has developed and managed a number of employee/human resources programs such as "Continuous Improvement Training", "Embracing Change," and "Sexual Harassment Policy Training." His office is located in Marquette, MI. Proposal to Provide Tr:msi{ i'r'Ianagement Services for KeyJine Transit for tbe City of Dubuque PageD-8 First Transit'" D. Technical Support Legal Support Staff Tom Secrest - Associate General Counsel Mr. Secrest has nine years of experience in the legal field and five years of transit experience. Tom works with both First Transit and First Student, First Transit's sister company, specializing in labor relations. His office is located in Cincinnati, OH. Michael Petrucci - Associate General Counsel Mr. Petrucci has 11 years of experience in the legal field and three years of transit experience. On an on-going basis, Mike handles labor and employment, environmental and OSHA compliance, FTA regulatory compliance and insurance coverage issues. His office is located in Cincinnati, OH. Brian Hamilton - Staff Attorney Mr. Hamilton has eight years of experience in the legal field. His responsibilities include managing various company litigation issues and handling real estate dealings. His office is located in Cincinnati, OH. Dan Beerck - Associate General Counsel Mr. Beerck has 13 years of legal experience. Dan's responsibilities include service contract review; managing company litigation; providing legal assistance to the Human Resources deparrment and assisting with the purchase and sale of real estate. His office is located in Cincinnati, OH. Proposal to Provide Transit Management Services for Keyhile Transit for the City of Dubuque ~1'lllJIli~in~ ~~!rrl ~: ~~ ! .,. ! ,,; I .J;',';'I" _,..i PageD-9 First Transit'" D. Technical Support 2. Independent Contractors A number of transit professionals with decades of experience serve as independent contractors to First Transit for special projects. Our independent contractors include: Bob Lorah-Operations Consultant Bob has more than 30 years experience in the field of public transportation and has managed systems in Connecticut, Indianapolis, Minneapolis, and Orlando. John CapeD-Operations Consultant John is a 34-year transit veteran with extensive management experience at transit systems through the United States, including Connecticut Transit (Hartford, C1); Greater Bridgeport Transit Authority (Bridgeport, C1); Sioux Fall Transit (Sioux Falls, SD); Worcester Transit Autbortiy (Worcester, MA); Mobile Transit Authority (Mobile, AL); and the Metropolitan Transit Authority (Minneapolis, MN). LyndeD Masterson-Operations Consultant Lyndell is an II-year transportation veteran and previously served as the General Manager for the Jackson Transit Authority in Jackson, TN. Lyndell has extensive fixed- route and paratransit experience and worked her way up through the ranks of the University of Massachusetts Transit Service, from Bus Washer to Assistant General Manager. 3. Technical Support Plan Technical Staff Schedule First Transit's full time staff of technical experts are available to assist the City of Dubuque and Keyline Transit with issues identified by the General Manager and the Region & Area Vice Presidents along with City personnel. Our proposal provides for a minimum of 120 hours of annual support time. There is no additional charge for these Proposal to Provide Transit M;magement Sen;ices for KeyJine Transit for the City of Dubuque PageD-iO First Transit'" D. Technical Support services, excluding travel expense. In the event Keyline Transit should require additional hours, those hours will also be provided at no additional cost, excluding travel expenses. Projects requiring the use of First Transit technical support will be determined on an annual basis. A timeline will be provided after Keyline Transit's needs are assessed. The following is a listing of some of the areas of expertise and support that are available. Maintenance Review Security Review and Plan Preparation FTA Triennial Review Preparation Monthly Statistical Reporting Financial Management Review Safety Review & Related Programs EP A & OSHA Compliance Review Operational Analysis Grant Administration Review Human Resource Review Marketing Review and Plan Design Risk Management Review DBE Program Review/Update Cash Handling Review ADA Compliance Review Purchasing Review PropOSill to Provide Tr:./Jlsit AIamlgenlenr Services for Keyline TrImsit for the City oIDubuque PageD ~ 11 r [)avidHeiar-Referer1ceC:;h.ec~s6r1.Firsltransifd6c ~___ _~_~age IJ February 23, 2006 Reference Checks on First Transit Management Based on phone calls made by David Heiar 1. Greater Peoria Mass Transit District (Sharon McBride, Chair of Board) . She has been chair of board for 10 years. . First Transit has managed their system for her entire tenure. . Whenever there is an issue, First Transit provides a remedy. . Until a few years ago Paratransit was operated by a non-profit. however, the organization went bankrupt. First Transit took over and it has worked well since then. . First Transit has 3 management employees based on their contract. . Very happy with service. They have weekly conference calls with Manager. They use some aspect of consulting service every year. Just need to pick up the phone and call. They always respond quickly; no need to struggle on your own. . If the general manager leaves, the transition is always smooth. First Transit has a huge pool of potential applicants. 2. Decatur Public Transit System (Paul McChancy, Transportation Administrator) . First Transit provides one general manager. . They had a contract with Coach USA which assigned the contract to First Transit on July 1, 2003. . A year later, Decatur entered into a new 5 year contract on their own with FirstTransit. . Much better service with First Transit. The price includes everything. There is no "nickel and dimeing" the city. They provide all kinds of assistance with no extra cost and they are "Johnny on the spot". . No regrets with this contract. . Probably save about $5,000 a year with corporate discounts. 3. Davenport (Dee Bruemmer, Asst. City Administrator/Director of Public Works) . They recently renewed their contract with First Transit. . Good Communications . More expensive than hiring your own director, but you obtain other resources too. . Has made her job much easier. David Heiar - First Transit 032706bal.doc 1 MANAGEMENT AGREEMENT BETWEEN THE CITY OF DUBUQUE, IOWA AND FIRST TRANSIT, INC. This Agreement, dated for reference purposes the day of 2006, by and between the City of Dubuque, Iowa (City), and First Transit, Inc., a Delaware corporation (FIRST TRANSIT). 1. EMPLOYMENT AND ACCEPTANCE City hereby engages FIRST TRANSIT as an independent contractor to manage the operation of City's public transit system, including additions to and extensions thereof (the "Transit System"), as provided herein. FIRST TRANSIT agrees to supply such services. 2. DESIRED RESULT The desired result to be achieved by FIRST TRANSIT is management of the Transit System under City's policies and in a way which will provide the quality and quantity of service as determined from time to time by the City. FIRST TRANSIT 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. 3. SCOPE OF SERVICES OF FIRST TRANSIT FIRST TRANSIT shall furnish management services as reasonably required by City and necessary to assist City in the efficient operation of the Transit System under the policies, standards, and procedures established by City, and within the scope of this Agreement. The management to be furnished includes, but shall not be limited to, assisting City in carrying out the functions of transit planning, David Heiar - First Transit 032706bal.doc 2 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 and training per City 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. At the request of City, under separate contract and for an additional fee, FIRST TRANSIT will supply "Special Project" assistance. "Special Projects" include but are not limited to, Bus Line Inspections (BLI), Comprehensive Operational Analysis (COA), Transit Development Programs (TDP), MIS Projects, or any other special programs requested of FIRST TRANSIT during the term of this Agreement. Special Projects are not within the scope of the day-to-day management services provided for herein. For each Special Project, the parties shall mutually agree upon the cost, the work task plan, special project budget, and the special project tracking--reporting plan. 4. ADDITIONAL SERVICES Not less than 60 days prior to the expiration of the initial term of this Agreement and any extension thereof, FIRST TRANSIT shall provide to City a recommendation for such additional services to be provided by FIRST TRANSIT as FIRST TRANSIT in its judgment determines would be in the best interests of City and City's Transit System. 5. COMMENCEMENT AND TERM The Effective Date of this Agreement is the _ day of April, 2006, regardless of the date of execution, and this Agreement shall continue from the Effective Date through the 30th day of June, 2007. This Agreement shall be extended for four additional one year terms, unless either party gives the other party not less than 2 David Heiar - First Transit 3 sixty (60) days' written notice prior to the expiration of the original or subsequent terms, of such party's desire to terminate the contract. 6. FIRST TRANSIT PERSONNEL FIRST TRANSIT shall furnish a General Manager who shall be selected with the approval of City, which approval shall not be unreasonably withheld, and who shall serve at the expense of FIRST TRANSIT and shall provide the active management of the Transit System for and on behalf of City. The General Manager shall reside in Dubuque, Iowa. Management of the Transit System shall be the full time job of the General Manager. FIRST TRANSIT may also furnish, upon mutual agreement of the parties, additional resident management personnel. City agrees, for a period of one (1) year following the expiration or other termination of this Agreement, not to solicit or hire as an employee, nor to engage in any capacity whatsoever, any FIRST TRANSIT employees. The phrase "engage in any capacity whatsoever" includes, but is not limited to, the hiring of any other transit management company that proposes to use, or does use, FIRST TRANSIT employees. 7. ADVISORY AND TECHNICAL ASSISTANCE FIRST TRANSIT shall furnish advisory and technical assistance, at the Transit System or elsewhere, as may be reasonably required to assist the General Manager 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. 8. COMPENSATION 3 David Heiar - First Transit 032706baLdoc 4 FIRST TRANSIT's fee for the services to be rendered pursuant to this Agreement shall be as follows: PERIOD FEE Year 1 Year2 Year 3 Year 4 Year 5 $ 8,290.00 per month $ 8,580.00 per month $ 8,837.00 per month $ 9,146.00 per month $ 9,420.00 per month Payment shall be made by City to FIRST TRANSIT 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 FIRST TRANSIT will be prorated on a daily basis. City shall pay interest at the rate of 1.0 % per annum on any balance outstanding beyond the fifteen (15) day period. 9. EQUIPMENT, FACILITIES AND SERVICES City shall furnish, at its expense and without cost to FIRST TRANSIT, for the use of FIRST TRANSIT 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 City determines may be reasonably necessary for the management of the Transit System. FIRST TRANSIT is held harmless and indemnified by the City for the condition of the facility and equipment at the inception of this Agreement, during occupancy and at termination of occupancy. 10. EMPLOYER STATUS City shall be the employer and assume the employment of all employees, other than FIRST TRANSIT 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 FIRST TRANSIT shall be submitted to City for approval. 4 David Heiar - First 5 11. 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 City. The handling and treatment of such revenue, including the banking thereof, and the accounting therefore, shall be as directed by City. FIRST TRANSIT on behalf of City, shall receive, collect and deposit all of the aforesaid revenue collected In its operations In the manner directed by City. FIRST TRANSIT shall keep and maintain the local books and records of the operation of the Transit System in conformity with the requirements and at the direction of City. FIRST TRANSIT shall render and certify to City such full and complete monthly or other operating reports and financial statements as City shall reasonably require. 12. TITLE TO PROPERTY All real estate, buildings, equipment, buses, motor vehicles and all materials and supplies determined by City to be reasonably necessary for the operation of the Transit System shall be furnished by City and shall remain the property of City. All property of any kind, hereinafter acquired and determined by City to be reasonably necessary for performance of the Transit System operations shall be acquired at City's expense and shall be and remain the property of City. 13. PURCHASING OF EQUIPMENT AND SUPPLIES FIRST TRANSIT shall advise City from time to time regarding the types and amounts of materials, supplies, tools and equipment, including buses, needed for use in the operation or maintenance of the Transit System. FIRST TRANSIT 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 City's discretion and pursuant to City's purchasing policy. 5 David Heiar - First Transit 032706bal.doc 6 14. AUDIT AND INSPECTION OF RECORDS FIRST TRANSIT shall permit the authorized representatives of City to inspect and audit all local data and records of FIRST TRANSIT 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 representatives of the United States Department of Transportation, the Comptroller General of the United States and the applicable state offices, if any. 15. BUDGETS AND PROJECTIONS; FARES AND SCHEDULES FIRST TRANSIT shall prepare or assist in the preparation of the necessary annual budgets and projections as are required by City and agrees to furnish periodic reports and recommendations to City relating to service extensions, route planning and service policies. 16. FIRST TRANSIT EMPLOYEES FIRST TRANSIT shall be solely responsible for the compensation of the General Manager. 17. THIRD PARTY LIABILITY A. City shall indemnify, defend and hold harmless FIRST TRANSIT, its parent, subsidiaries, affiliates, officers, directors, shareholders, agents, servants, empioyees and assigns (collectively. "FIRST TRANSIT") from and against any and all loss, liability, claims, damage or expenses (including, but not limited to, attorneys' fees) arising out of the operation of the Transit System, due to or resulting from the negligent acts, errors or omissions of the city, its agents, employees or guests, and from any workers' compensation injury to an employee of the city or its political subdivisions. However, the City will have no 6 David Heiar - First Transit 032706bal.doc 7 obligation to indemnify FIRST TRANSIT for FIRST TRANSIT employee acts covered in Paragraph 17(B). B. FIRST TRANSIT will indemnify, defend and hold harmless the City from and against any and all loss, liability, claims, damage or expenses (including but not limited to attorneys fees) arising out of the criminal or fraudulent acts of its employees, or the gross negligence of its employees acting outside of the scope of duties under the terms of this Agreement, and from any workers' compensation injury to an employee of FIRST TRANSIT. 18. INSURANCE A. In furtherance of its obligations under Section 18 above and not in limitation thereof, the City shall furnish and maintain, at its sole cost and expense, at all times during the term of this Agreement and any renewal or extension thereof, (i) a standard policy of automobile liability insurance having a combined single limit of not less than $5,000,000 per occurrence insuring FIRST TRANSIT, as it is defined above, for the ownership, maintenance, use or operation of the buses and other vehicles used in connection with the management and operation of the Transit System, other City operations or businesses, or in any way associated with this contract, (ii) a standard policy of general liability insurance having a combined single limit of not less than $5,000,000 per occurrence insuring FIRST TRANSIT, its agents, servants and employees for their acts and omissions in connection with the management and operation of the Transit System pursuant to this Agreement and (iii) a standard policy of workers' compensation insurance covering all employees utilized in the operation of the Transit System in accordance with applicable law, together with employer's liability coverage of not less than $1,000,000 per 7 David Heiar - First Transit 032706bal.doc 8 employee per accident and $1,000,000 per employee for disease. Each such policy (a) shall be written by an insurer reasonably acceptable to FIRST TRANSIT, (b) shall, with the exception of the workers' compensation policy, be endorsed to name FIRST TRANSIT, as defined above, as additional insureds, (c) shall provide that the coverage afforded thereby is primary as to FIRST TRANSIT and not excess and (d) shall provide that it cannot be cancelled or materially altered without thirty (30) days prior written notice to FIRST TRANSIT. The City shall provide FIRST TRANSIT with certificate evidencing compliance with the provisions of this section 17 A. B. The City shall indemnify, defend and hold FIRST TRANSIT, its agents, servants and employees harmless from and against any and all ioss, liability, claims, damage, and expenses (including, without limitation, attorneys fees), resulting from or arising out of the City's failure to furnish and maintain the insurance policies required by Subsection 18 A above in accordance with the terms thereof. In the event of any such failure, FIRST TRANSIT may, at its sole option, furnish such policy or policies without prejudice to any other remedy FIRST TRANSIT may have. The cost and expense of furnishing and maintaining such policy or policies shall be deemed an operating expense of the Transit System and reimbursable to FIRST TRANSIT. c. FIRST TRANSIT shall during the term of this Agreement maintain insurance as set forth in the attached Insurance Schedule. 19. WAIVER OF SUBROGATION The City hereby releases and agrees to indemnify, defend and hold harmless FIRST TRANSIT, as defined above, from and against any and all liability for loss 8 ! David Heiar - First Transit 032706bal.doc , 91 , of or damage to the buses or other properties of the City during the term of this Agreement or any renewal or extension thereof. The City hereby waives on behalf of itself and its insurer(s), any and all rights or subrogation against FIRST TRANSIT, as defined above. 20. LEGAL COUNSEL It shall be the responsibility of City to handle all legal matters of the Transit System not covered by insurance, with the exception of employment claims (e.g., sexual harassment, discrimination) directly committed by FIRST TRANSIT'S general manager. FIRST TRANSIT shall be responsible for providing its own iegal counsel supporting its services under this Agreement, but the provision of such counsel in no way alters the City and the City's insurance carrier's obligation to provide legal counsel for City obligations covered under paragraphs 17 and 18. 21. FORCE MAJEURE FIRST TRANSIT shall not be liable to City 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 FIRST TRANSIT. 22. NO PERSONAL LIABILITY No officer, director, or employee of City or of FIRST TRANSIT shall be personally liable for the fulfillment of the conditions of this Agreement. 23. 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 9 David Heiar - First Transit 032706bal.doc 10 such breach within thirty (30) 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. 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. 24. TERMINATION FOR CONVENIENCE The City shall have the right to terminate this Agreement at its convenience by giving FIRST TRANSIT thirty days written notice. 25. SECTION 13(c) AGREEMENT FIRST TRANSIT agrees to abide by the terms and conditions of any agreement entered into by City 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. 26. INTEREST OF PUBLIC OFFICIALS No member, officer or employee of any public body, during his tenure, or for one year thereafter, shall have any interest direct or indirect in this Agreement or the benefits thereof. 27. 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. 10 i David Heiar - First Transit 032706bal.doc 11 28. NON-DISCRIMINATION In connection with the carrying out of this Agreement, FIRST TRANSIT shall not discriminate against any employee or applicant for employment because of race, creed, color, sex, age, sexual preference, disability or national origin. FIRST TRANSIT will take affirmative action to promote employment and treatment during employment, without regard to race, creed, color, sex, age, sexual preference, disability or national origin. Such action shall include, but not be limited to the following: 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. 29. 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 City .and FIRST TRANSIT. 30. 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. 11 r David Heiar - First Transit 12 31. ASSUMPTION OF LIABILITY Upon the expiration or termination of the agreement, the City 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 public transit system; and the City shall indemnify, defend and hold First Transit harmless from any and all liability, responsibility or cost arising out of such obligations. 32. NOTICE Notice to FIRST TRANSIT means notice in writing addressed to FIRST TRANSIT's local General Manager at the local address of the Transit System, and to the Vice President of Transit Management, FIRST TRANSIT and mailed by ordinary mail to the following address: FIRST TRANSIT 705 Central Avenue, Suite 300 Cincinnati, Ohio 45202. Notice to the City means notice in writing personally delivered to: City Manager City Hall 13th and Central Avenue Dubuque IA 52001 With a copy mailed by ordinary mail to the following address: City Attorney City Hall 13th and Central Avenue Dubuque IA 52001 12 David Heiar - First Transit 032706bal.doc 13 ; 33. 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 City resides. 34. CLEAN AIR AND WATER ACTS FIRST TRANSIT 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 Environmentai 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. FIRST TRANSIT shall report all violations to UMTA and to the USEPA Assistant Administrator for Enforcement (EN-329). 35. CONSERVATION FIRST TRANSIT 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.). 36. 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 13 I David Heiar - First 14 executed by their duly authorized officers. CITY OF DUBUQUE, IOWA By: Roy D. Buol, Mayor Attest: Jeanne F. Schneider, City Clerk Witness FIRST TRANSIT, INC. By: Title: Date: 14 David Heiar - First Transit 032706bal.doc 15 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 198 6, as amended, 3 1 U. S. c. 9 9 3 801 et al. and U. S. DOT regulations, "Program Fraud Civil Remedies," 49 C.F.R. Part 3 1, 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. 9 5307, the Government reserves the right to impose on the Contractor the penalties of 18 U.S.C. 91001 and 49 U.S.C. 9 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 FT A. 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. 9 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. 9 6102, section 202 of the Americans with Disabilities Act B. of 1990, 42 U.S.C. 9 12132, and Federal transit law at 49 U.S.C. 9 5332, 15 , David Heiar - First Transit 032706bal.doc 161 the Contractor agrees that it will not discriminate against any employee or applicant for 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. C. Eaual Emolovment Oooortunitv. The following equal employment opportunity requirements apply to the underlying contract: 1) Race. Color. Creed. National Oriain. Sex. In accordance with Title Vii of the Civil Rights Act as amended, 42 U.S.C. S 2000e, and Federal transit laws at 49 U.S.C. S 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 aI., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. I 1 3 7 5, " Amending Executive Order I 1 246 Relating to Equal Employment Opportunity," 42 U.S.C. S 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 inciude, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of payor 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) Aae. In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 U.S.C. SS 623 and Federal transit law at 49 U.S.C. S 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. Disabilities. In accordance with section 102 of the Americans with Disabilities Act, as amended, 42 U.S. C. S 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 FT A may issue. C. The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FT A, modified only if necessary to identify the affected parties. 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: 16 ."..~..~~... -"_.",--,~,~~._-,~,,.- -,,-"~-~~. ""-"-'_'_'~~~~'.'._._._.,_r._.~~_____ "'_'_',,~._'"~~_"._" r...-...............................-............----.-........-.-.-~------.-....---..._.._,._.----~-.-"......,--._-..,.......".......... , David Heiar - First Transit 032706bal.doc 17 A. Compliance with Requlations: 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. Includinq 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. 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 Federal Transit Administration (FT A) as appropriate, and shall set forth what efforts it has made to obtain the information. D. 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: 1) 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. 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 17 David Heiar - First Transit 032706bal.doc 18 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 iater 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 ProvisionL The Purchaser in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriateiy short period of time) in which to cure the defect. In such case, the notice of termination wili 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 obiigation 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 Disadvantaged Business Enterprises have been established by Purchaser as set forth by the Department of Transportation 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 noncom plaint noncompliant and in breach of contract. If a goal is not stated in the Special Specifications, it will be understood that no specific goal 18 David Heiar - First Transit 19 i , is assigned to this contract. A. Policy - It is the policy of the Department of Transportation and Purchaser that Disadvantaged Business Enterprises, 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 STURM 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 STURM 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 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 51 percent owned by one or more socially and economically disadvantaged individuals, or, in the case of any publicly owned business, at least 51 percent of the stock of which is owned by one or more socially and 19 David Heiar - First Transit 032706bal.doc 20 economically disadvantaged individuals; and 2) Whose management and day business operations are controlled by one or more of the socially and economically disadvantaged individuals who own it. or 3) Which is at least 51 percent owned by one or more women individuals, or in the case of any publicly owned business, at least 5 1 % of the stock of which is owned by one or more women individuals; and 4) Whose management and daily business operations are controlled by one 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 D. individuals found to be disadvantaged by the Small Business Administration pursuant to section g(a) of the Small Business Act. 1) "Black Americans", which includes persons having origins in any of the Black racial groups of Africa; 2) "Hispanic Americans", which includes persons of Mexican, Puerto Rican, Cuba, Central or South American, or other Spanish or Portuguese culture or origin, regardless of race; 3) "Native Americans', which includes persons who are American Indians, Eskimos, Aleuts, or Native Hawaiians; 4) "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; 5) "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 FHWAlFTA Regulations, "Environmental Impact and Related Procedures," 23 C.F.R. Part 771 and 49 C.F.R. Part 622. 8) Energy Conservation. 20 David Heiar - First Transit 21 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 compiy 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. 9 552, (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 B. of their employees operates a system of records on behalf of the Federal Government. C. Acknowledgment of Civil and Criminal Penalties. The Contractor acknowledges that the requirements of the Privacy Act, inciuding 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. 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(1), the Contractor agrees to provide the Purchaser, the FT A 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 FT A 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)l, which is receiving federal financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 531 1. B. Where the Purchaser is a State and is the FT A recipient or a subgrantee of the FTA recipient in accordance with 49 C.F.R. 633.17, Contractor agrees to provide the Purchaser, the FT A 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)l, which is receiving federai financial assistance through the programs described at 49 U.S.C. 5307, 5309 or 5311. 21 David Heiar - First Transit 032706bal.doc 22 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)l) 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 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)(1 1). 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. SS 7401 et sea. Specifically: A. to report each violation to the Purchaser and understands and agrees 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 FT A. 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. sea. The contractor agrees to report each violation to the (Grantee) and understands and agrees that the State will, in turn, report each vioiation as required to assure notification to FTA and the appropriate EPA Regional Office. 14) Notification of Federal Participation. 22 David Heiar - First Transit 032706bal.doc 23 ! In 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 Emolovee 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 tenons 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. !l 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 (1), however, do not apply to any contract financed with Federal assistance provided by FT A either for projects for elderly individuals and individuals with disabilities authorized by 49 U.S.C. !l 53 10(a)(2), or for projects for nonurbanized areas authorized by 49 U.S.C. !l 531 1. Alternate provisions for those projects are set forth in subsections (b) and (c) of this clause. B. Transit Emoloyee Protective Requirements for Proiects Authorized by 49 U.S.C. & 53 10(a)(2) for Elderly Individuals and Individuals with Disabilities. If the contract involves transit operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. !l 53 10(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. !l 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. !l 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 Emoloyee Protective Requirements for Proiects 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. !l 531 1, 23 David Heiar - First 24 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. D. 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 FT A. 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 FT A assistance are prohibited from providing charter service using federaily 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(f) and 49 CFR Part 605, recipients and subrecipients of FT A 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 sea.,_including but not limited to the regulatory provisions of 49 CFR Parts 27, 37 and 39. 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 Department of Transportation 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 24 David Heiar - First Transit 032706bal.doc 25 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 Durinq 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 90 days, in which case Contractor may discontinue performance. Claims for Damaqes. 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. Riqhts 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 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. ID, dated April 15, 1996, are hereby incorporated by reference. Any1hing to the contrary herein notwithstanding, all FT A 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 25 David Heiar - First Transit 032706bal.doc 26 ' Purchaser requests which would cause Purchaser to be in violation of the FT A terms and conditions. 26 , David Heiar - First Transit 27, 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 3 1, U. S. C. S 13 5 2 (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. S 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 3 1 U. S.C. S 3 80 1, et seq., apply to this certification and disclosure, if any. Signature of Contractor's Authorized Official Official Name and Title of Contractor's Authorized Date 27 David Heiar . First Transit 28 CERTIFICATION OF PRIMARY PARTICIPANT REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS The Primary Participant (applicant for an FT A 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-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-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 FT A 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 Typed Name and Title of Contractor's Authorized Official The undersigned 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. chief Signature of Applicant's Attorney Date Typed Name of Applicant's Attorney 28 David Heiar - First Transit 032706bal.doc 29 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 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-sub contractors 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: ill COMMERCIAL GENERAL LIABILITY General Aggregate limit Products-Completed Operations Aggregate limit Personal and Advertising Injury limit Each Occurrence limit Fire Damage limit (anyone occurrence) Medical Payments $2,000,000 $1,000,000 $1,000,000 $1,000,000 $ 50,000 $ 5,000 INSURANCE SCHEDULE C (Continued) 29 David Heiar - First 30 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 ciearly identified. Form CG 25 04 03 97 'Designated Location (s) Generai 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 20100704. b) Automobile $1.000,000 combined sinale limit. c) WORKERS COMPENSATION & EMPLOYERS LIABILITY Statutory for Coverage A Employers Liability: Each Accident Each Employee Disease Policy Limit Disease $ 100,000 $ 100,000 $ 500,000 d) PROFESSIONAL LIABILITY e) UMBRELLA/EXCESS LIABILITY' $1,000,000 'Coverage and/or limit of liability to be determined on a case-by-case basis by Finance Director. Completion Checklist D Certificate of Liability Insurance (2 pages) D Designated Location(s) General Aggregate Limit CG 25 04 03 97 D Additional Insured CG 20 10 07 04 D Governmental Immunities Endorsement 30 David Heiar - First Transit 032706bal.doc 31 i CITY OF DUBUQUE, IOWA GOVERNMENTAL IMMUNITIES ENDORSEMENT 1. Nonwaiver of Governmentallmmunitv. 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 Coveraoe. 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 Immunitv. The City of Dubuque, Iowa shail 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 Coveraoe. 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. No Other Chanoe in Policv. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. SPECIMEN 31 r David Heiar - First Transit 032706bal.doc -_._----_._,_._..._------_.~.__..__.__._._"._. 32 i Other attachments to Insurance Schedule: o Certificate of Liability Insurance (2 pages) o Designated Location(s) General Aggregate Limit CG 25 04 03 97 o Additional Insured CG 20 10 07 04 o Governmental Immunities Endorsement 32