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Project Concern Drivers AgreeMEMORANDUM February 12, 2002 TO: FROM: SUBJECT: The Honorable Mayor and City Council Members Michael C. Van Milligen, City Manager Project Concern Drivers Services Agreement Fiscal Years 2002-2005 Economic Development Director Bill Baum is recommending approval of the Project Concern Driver Services Agreement with KeyLine from January 1, 2002, to June 30, 2005. I concur with the recommendation and respectfully request Mayor and City Council approval. MCVM/jh Attachment cc: Barry Lindahl, Corporation Counsel Cindy Steinhauser, Assistant City Manager Bill Baum, Economic Development Director Keyline Transit 2401 Central Avenue Dubuque, Iowa 52001-3302 Phone: (319) 589-4196 Fax: (319) 5894340 February 1, 2002 TO: FR: Subject: Michael C. Van Milligen, City Manager Bill Baum, Economic Development Director Project Concern Drivers Services Agreement Fiscal Years 2002-2005 INTRODUCTION The purpose of the memorandum is to secure City Council approval of the Project Concern Driver Services Agreement with KeyLine from January 1, 2002 to June 30, 2005. DISCUSSION The Project Concern Driver Services Agreement is a modification of the prior Purchase of Services Agreement for minibus service in that the Driver Services Agreement contracts only the driver and some of the dispatcher services. Administration and scheduling of maintenance will be the function of KeyLine Transit. This Agreement provides for compensation for employee expense in an amount not to exceed $115,500 in FY 2002, $217,344 in FY 2003 and $222,778 in FY 2004. RECOMMENDATION All contracts and agreements entered into by the Transit Board are subject to review and approval by the City Council. This agreement has been fully executed by the Transit board and the Project Concern Board of Directors. I would recommend City Council approval of the agreement for driver services with Project Concern. Service People Integrity Responsibility Innovation Teamwork BUDGETIMPACT The fiscal year 2002 budget allocation for the Project Concern Driver Services Agreement is $115,500 plus $14,487 for a decelerating administrative fee. The Fiscal Year 2003 budget estimate for the agreement is $222,778 plus $48,000 for a decelerating administrative fee. The Fiscal Year 2004 budget estimate for the agreement is $222,778 plus $45,000 for a decelerating administrative fee. ACTION TO BE TAKEN The City Council is requested to approve the Agreement for Driver Services as executed by the Transit Board. Prepared by: Mark Munson, Transit Division Manager AGREEMENT FOR DRIVER AND DISPATCHER SERVICES BETWEEN THE CITY OF DUBUQUE, KEYLINE TRANSIT AND PROJECT CONCERN, INC. WHEREAS, The City of Dubuque, KeyLine Transit (the City) has been officially designated as the urban transit agency for the City of Dubuque, Iowa;, and WHEREAS, Project Concern, Inc: (the Agency) has provided transit services under vadous contracts within the City of Dubuque service area, NOW, THEREFORE, THE PARTIES DO HEREBY MUTUALLY AGREE AS FOLLOWS: A. Purpose and Term 1. The purpose of this Agreement is to provide for public transit service in the City of Dubuque. Under the terms of this Agreement, drivers and dispatchers identified in this agreement and employed by the Agency will be assigned to schedules and mutes within the city limits of Dubuque as determined by the City. Drivers and dispatchers will remain employees of the Agency and will continue to be covered under the collective bargaining agreement between the Agency and the General Drivers and Helpers Union Local 421 and the Policies and Procedures of the Agency: Employees assigned to Minibus services will receive their routes and schedules from the Agency and as determined by from the City effective January 1,2001; Employees assigned to services which the City contracts to provide within the city limits of Dubuque excluding Head Start and Daycare will receive their mutes and schedules from the Agency and as determined by from the City beginning July 1,2002. :Employees assigned t0 Head Start and Daycarecontracts (services presently prOvided by RTA)will receive their, mutes and schedules from the Agency and as determined bY fromthe City beginnlng July 1,2003. Asa ddver identified in Appendix C leaves the employment of the Agency, the City will no longer compensate the Agency for the expense of that driver. Dispatch positions identified in Appendix C will be filled with dispatchers emPloyed by the City July 1, 2002. 2. The term of this Agreement shall begin on January 1, 2002 and continue through June 30, 2005. The City shall have the right to (2) two one- year extensions of this Agreement and shall provide the Agency written notice of the right to exercise of such option not less than 90 days prior to the exPiration date of this Agreement or an extension thereof. If the City exercises its option for the fiscal year July 1,2006 to June 30, 2007, the parties shall mutually agree on the administrative fee to be paid under Section F(2) hereof. B. Description of Services 1. All transit services shall be provided in vehicles, to be provided by the City, which are open to the general public without discrimination. 2. Service shall be provided as needed except on the following holidays: New Years Day Labor Day Memorial Day Independence Day Thanksgiving Day Christmas Day 3. Services shall be complimentary paratransit service, non-ADA demand response service and non-ADA subscription service. 4. Fares shall be established by the City of Dubuque, KeyLine Transit Trustee Board of Directors, and implemented and enforced by the City of Dubuque KeyLine Transit staff. All fares shall be the sole property of and for the sole use of the City. C. Insurance 1. All policies of insurance raquirad hereunder shall be with an insurer authorized to do business in Iowa. All insurers shall have a rating orA or better in the current A.M. Best Rating Guide. 2. All policies of insurance required hereunder shall be endorsed to provide a thirty (30) day advanced notice to the City of Dubuque of any cancellation of the policy pdor to its expiration date. This endorsement supersedes the standard cancellation statement on the Certificate of Insurance. 3. The Agency shall fumish Certificates of Insurance to the City of Dubuque, Iowa for evidencing the coverage required in Paragraph 8. Such certificates shall include copies of the endorsements set forth in Paragraphs 2 and 5 to evidence inclusion in the policy. 4. Each Certificate of Insurance shall be submitted to the City Transit Manager contracting department in the City of Dubuque, Iowa prior to commencement of work/service under this Agreement. (The Transit Manager contracting department shall submit the certificate to the Finance Director.) 5. The Commercial General Liability insurance required in Paragraph 87 shall include the City of Dubuque, Iowa under the Additional Insured Endorsement (CG2026), AppendixA, and the Governmental Immunities Endorsement, Appendix B. 2 6. Failure to provide evidence of minimum coverage shall not be deemed a waiver of these requirements by the City of Dubuque. Agency failure to obtain or maintain insurance requirement by this agreement shall be considered a material breach of this agreement. 7. The Agency shall provide evidence of Employment Practices Liability coverage naming the City as an additional insured. 8. The Agency shall be required to carry the following minimum insurance coverage's or greater if required by law or other legal agreement: WORKERS COMPENSATION AND EMPLOYERS LIABILITY: The limit of coverage for employer's liability shall be at least $100,000 each accident, $100,000 each employee by disease, and $500,000 policy limit for bodily injury by disease. Policy shall include an endorsement waiving dght of recovery against City of Dubuque, Iowa. COMMERCIAL GENERAL LIABILITY General Aggregate Limit $2,000,000 Products-Completed Operation Aggregate Limit $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence Limit $1,000,000 Fire Damage Limit (any one occurrence) $ 50,000 Medical Payments $ 5,000 Commercial general liability shall be wdtten on an occurranca form, not a claims made form. Coverage to include premises-operations-product-completed operations, independent contractors coverage, contractual liability, broad form property damage, and personal injury. D. Responsibility of the City 1. It is the intention of the parties hereto that the Agency shall be deemed to be an independent cantractor for ail purposes underthis Agreement. Nothing herein shall be construed to create an employer-employee relationship between the City and the Agency or between the City and any of the Agency's employees. 2. The City shall be responsible for the dissemination of information about transit services which the City intends to provide. 3. The City shall maintain accounting and statistical records for all services rendered and all fares and other revenues collected. 4. The City shall indemnify and hold the Agency harmless from ail losses, damage, claims, demands, liabilities, suits or proceedings, including court costs, attorney's and witness' fees relating to loss or damage to property or to injury or death of any person arising out of the negligence of the City or its officers and employees. 5. The City shall notify the Transit Director at the Agency of any performance issues involving ddvers and dispatchers covered under this Agreement, E. Responsibilities of Proiect Concern 1. The Agency shall employ and train the personnel identified in Appendix C. The Agency shall require that drivers shall at all times while employed by the Agency maintain valid Commercial Ddvers Licenses. 2. The Agency's employees, identified in Appendix C, shall be paid wages and benefits by the Agency as determined under the collective bargaining agreement between the Agency and the bargaining unit representing the drivers employed by the Agency as of the date of this Agreement. As each such employee retires, resigns or is otherwise terminated from employment with the Agency, the City shall no longer compensate the Agency for the expense of such employee and the Agency shall no longer have the responsibility of providing an employee for such position. If the City, in its sole discretion, determines to fill the vacated position, the City shall hire, train and employ the individual to fill the position. In the event a ddver vacancy occurs in a position pdor to the position's phase-in under paragraph A(1) hereof, the Agency may, at its option, fill the vacancy of a position which was full time with a full time driver or a part time ddver and may fill the vacancy of a part time position only with a part time driver. 3. The Agency shall be responsible for hiring, firing and administering any disciplinary procedures to its employees. However, the City reserves the right not to reject a driver or dispatcher employed by the Agency, if in the City's reasonable judgment, such driver or dispatcher is not qualified or fit to perform the services required by this Agreement. 4. The Agency shall comply with all applicable state, federal and local laws, including but not limited to, equal employment opportunity laws, nondiscrimination laws, traffic laws, motor vehicle equipment laws, confidentiality laws and freedom of information laws. 5. The Agency shall secure and furnish to the City Annual Motor Vehicle Reports on all its ddvers who perform services covered under this Agreement. ,. 4 6. The Agency shall secure an independent annual audit of its transportation services provided under this Agreement and shall provide a copy of the audit report to the City of Dubuque and two (2) copies to Iowa Department of Transportation, Office of Public Transit, 800 Lincoln Way, Ames IA 50010. 7. The Agency shall indemnity and hold the City harmless for all losses, damage, claims, demands, liabilities, suits or proceedings, including court costs, attorney's and witness' fees relating to loss or damage to property or to injury or death of any person adsing out of the negligence of the Agency or and its officers and employees. F. Compensation 1. The City shall pay to the Agency an amount which shall constitute complete reimbursement for the Agency's employee expenses including wages, workers compensation, health insurance, FICA, life insurance, allowance for any uniforms provided by the Agency, retirement benefit and state unemployment insurance dudng the term of this Agreement: Such sum shall be paid to the Agency upon receipt from the Agency by the City by the fifth day of each month following the month for which services were provided, of two (2) copies of a request for reimbursement together with a ledger sheet detailing the actual expenditures, all in a form acceptable to the City. In addition to reimbursement for the Agency's employee expense expenses as provided in paragraph 1, above, the following administrative fee shall be paid annually to Project Concern at the following rate: $ 14,497' $ 60,000 $ 45,000 $ 30,000 $ 15,000 January 1, 2002 to June 30, 2002 July 1, 2002 to June 30, 2003 July 1, 2003 to June 30, 2004 July 1, 2004 to June 30, 2005 July 1, 2005 to June 30, 2006 *Fee based on % year of minibus service @ $.70 per ride. The administrative fee shall be paid to the Agency on a prorated monthly basis together along with the reimbursement payment for the Agency's employee expenses. 2. Pdor to inception of this Agreement, the City shall advance to the Agency an amount estimated to be sufficient the Agency's first payroll under this Agreement. Prior to inception of this Agreement, the City Transit Manager and the Agency Transit Director shall mutually agree on the amount of the advance. Thereafter the reports required of the Agency by subparagraph 1 of this paragraph shall be reconciled with the advance made by City. 5 G. Reporting 1. The fully allocated operating costs under this Agreement shall be estimated annually based on the Agency's estimated annual driver employee expenses including all wages, workers compensation, health insurance, FICA, life insurance, retirement benefit and state unemployment insurance for the Agency's of ddvers and dispatchers who will provide services operating under this Agreement and the estimated annual service hours to be provided. 2. Detailed itemized reports for the previous month of all ddver expenses incurred for services provided covered under this Agreement, including driver names, hours worked, hourly wage and benefits paid for the period billed, shall be reported with each monthly billing based on the previous month. H. Entire Aqreement This Agreement contains the entire agreement between the Agency and the City of Dubuque. There are no other agreements or understandings, wdtten or verbal. I. Amendments Any amendments to this Agreement shall be in writing and mutually agreed upon by the Agency both Project Concern and the City. J. Termination Either party may terminate this Agreement by giving written notice to the other party not less than 90 days prior to the effective date of termination, provided, however, if the City terminates this Agreement prior to June 30, 2006, the City shall continue to pay the administrative fee provided for in paragraph F hereof according to the terms of said paragraph. K. Saving Clause If any provision of this Agreement is determined to be unenforceable by a court of law, all other provisions shall remain in effect. L. Assiqnability This Agreement shall not be assigned by the Agency without the express wdtten approval of the City. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. By:, CITY OF DUBUQUE, KEYLINE TRANSIT Harry J. ~e~is, Chairman Dubuque T~ansit Trustee Board PROJECT CONCERN, INC. By: ~/~.¢¢.¢..~ ~~~ v Nancy(COurley' Chairp/~son Corporation Board of Directors (~.~,.,]/,44pRovED as to legal form this_~¢ .2002. day of Barry Lindahl Corporation Counsel APPENDIX A POLICY NUMBER: COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: 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. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule as an insured but only with respect to liability arising out of your operations or premises owned by or rented to you. CG 20 26 11 85 APPENDIX B CITY OF DUBUQUE, IOWA GOVERNMENTAL IMMUNITIES ENDORSEMENT Nonwaiver of Govemmental Immunity. The insurance carrier expressly agrees and states that the purchase of this policy and the including of the City of Dubuque, Iowa as an Additional Insured does not waive any of the defenses of govemmental immunity available to the City of Dubuque, Iowa under Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Claims Coveraqe. The insurance carder 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. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurance carrier. Non-Denial of Coveraqe. The insurance carder 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 y the City of Dubuque, iowa. No Other Chanqe in Policy. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. 10 APPENDIX C PROJECT CONCERN COVERED EMPLOYEES [Employee name, wage rate, workers compensation rate, health insurance benefit, retirement benefit, FICA and state unemployment tax rate shall be listed on this Appendix once it is furnished by the Agency.] February 5, 2002 Dubuque Co Ddvers Meeting It was agreed upon by the union body with John Rosenthal and myself present, that the following drivers will be the ones going to Minibus in the first faze of the conversion. Denny Corkery Al Krolick Deb Richardson Dan Tuthill Wally Davis Sincerely yours, Gary Wagner Transit Operations Manager AGREEMENT FOR DRIVER AND DISPATCHER SERVICER BETWEEN THE CITY OF DUBUQUE, KEYLINE TRANSIT AND PROJECT CONCERN, INC. WHEREAS, The City of Dubuque, KeyLine Transit (the City) has been officially designated as the urban transit agency for the City of Dubuque, Iowa;, and WHEREAS, Project Concern, Inc. (the Agency) has provided transit services under various contracts within the City of Dubuque service area, NOW, THEREFORE, THE PARTIES DO HEREBY MUTUALLYAGREE AS FOLLOWS: A. Purpose and Term 1. The purpose of this Agreement is to provide for public transit services in the City of Dubuque. Under the terms of this Agreement, drivers and dispatchers identified in this agreement and employed by the Agency will be assigned to schedules and routes within the city limits of Dubuque as determined by the City. Drivers and dispatchers will remain employees of the Agency and will continue to be covered under the collective bargaining agreement between the Agency and the General Drivers and Helpers Union Local 421 and the Policies and Procedures of the Agency. Employees assigned to Minibus services will receive their routes and schedules from the Agency and as determined by from the City effective January 1,2001. Employees assigned to services which the City contracts to provide within the city limits of Dubuque excluding Head Start and Daycare will receive their routes and schedules from the Agency and as determined by from the City beginning July 1,2002. Employees assigned to Head Start and Daycare contracts (services presently provided by RTA) will receive their routes and schedules from the Agency and as determined by from the City beginning July 1,2003. As a driver identified in Appendix C leaves the employment of the Agency, the City will no longer compensate the Agency for the expense of that driver. Dispatch positions identified in Appendix C will be filled with dispatchers employed by the City July 1, 2002. 2. The term of this Agreement shall begin on January 1,2002 and continue through June 30, 2005. The City shall have the right to (2) two one- year extensions of this Agreement and shall provide the Agency written notice of the right to exercise of such option not less than 90 days prior to the expiration date of this Agreement or an extension thereof. If the City exercises its option for the fiscal year July 1,2006 to June 30, 2007, the parties shall mutually agree on the administrative fee to be paid under Section F(2) hereof. B. Description of Services 1. All transit services shall be provided in vehicles, to be provided by the City, which are open to the general public without discrimination. 2. Service shall be provided as needed except on the following holidays: New Yea¢s Day Labor Day Memorial Day Independence Day Thanksgiving Day Christmas Day 3. Services shall be complimentary paratransit service, non-ADA demand response service and non-ADA subscription service. 4. Fares shall be established by the City of Dubuque, KeyLine Transit Trustee Board of Directors, and implemented and enforced by the City of Dubuque KeyLine Transit staff. All fares shall be the sole property of and for the sole use of the City. C. Insurance 1. All policies of insurance required hereunder shall be with an insurer authorized to do business in Iowa. All insurers shall have a rating ora or better in the current A.M. Best Rating Guide. 2. All policies of insurance required hereunder shall be endorsed to provide a thirty (30) day advanced notice to the City of Dubuque of any cancellation of the policy prior to its expiration date. This endorsement supersedes the standard cancellation statement on the Certificate of Insurance. 3. The Agency shall furnish Certificates of Insurance to the City of Dubuque, Iowa for evidencing the coverage required in Paragraph 8. Such certificates shall include copies of the endorsements set forth in Paragraphs 2 and 5 to evidence inclusion in the policy. 4. Each Certificate of Insurance shall be submitted to the City Transit Manager contracting department in the City of Dubuque, Iowa pdor to commencement of work/service under this Agreement. (The Transit Manager contracting department shall submit the certificate to the Finance Director.) 5. The Commercial General Liability insurance required in Paragraph 87 shall include the City of Dubuque, Iowa under the Additional Insured Endorsement (CG2026), Appendix A, and the Governmental Immunities Endorsement, Appendix B. 6. Failure to provide evidence of minimum coverage shall not be deemed a waiver of these requirements by the City of Dubuque. Agency failure to obtain or maintain insurance requirement by this agreement shall be considered a material breach of this agreement. 7. The Agency shall provide evidence of Employment Practices Liability coverage naming the City as an additional insured. 8. The Agency shall be required to carry the following minimum insurance coverage's or greater if required by law or other legal agreement: WORKERS COMPENSATION AND EMPLOYERS LIABILITY: The limit of coverage for employer's liability shall be at least $100,000 each accident, $100,000 each employee by disease, and $500,000 policy limit for bodily injury by disease. Policy shall include an endorsement waiving right of recovery against City of Dubuque, Iowa. COMMERCIAL GENERAL LIABILITY General Aggregate Limit $2,000,000 Products-Completed Operation Aggregate Limit $1,000,000 Personal and Advertising Injury Limit $1,000,000 Each Occurrence Limit $1,000,000 Fire Damage Limit (any one occurrence) $ 50,000 Medical Payments $ 5,000 Commercial general liability shall be written on an occurrence form, not a claims made form. Coverage to include premises-operations-product-completed operations, independent contractors coverage, contractual liability, broad form property damage, and personal injury. D. Responsibility of the City 1. It is the intention of the parties hereto that the Agency shall be deemed to be an independent contractor for all purposes under this Agreement. Nothing herein shall be construed to create an employer-employee relationship between the City and the Agency or between the City and any of the Agency's employees. 2. The City shall be responsible for the dissemination of information about transit services which the City intends to provide. 3. The City shall maintain accounting and statistical records for all services rendered and all fares and other revenues collected. 4. The City shall indemnify and hold the Agency harmless from all losses, damage, claims, demands, liabilities, suits or proceedings, including court costs, attorney's and witness' fees relating to loss or damage to property or to injury or death of any person arising out of the negligence of the City or its officers and employees. 5. The City shall notify the Transit Director at the Agency of any performance issues involving ddvers and dispatchers covered under this Agreement. E. Responsibilities of Project Concern 1. The Agency shall employ and train the personnel identified in Appendix C. The Agency shall require that drivers shall at all times while employed by the Agency maintain valid Commercial Drivers Licenses. 2. The Agency's employees, identified in Appendix C, shall be paid wages and benefits by the Agency as determined under the collective bargaining agreement between the Agency and the bargaining unit representing the drivers employed by the Agency as of the date of this Agreement. As each such employee retires, resigns or is otherwise terminated from employment with the Agency, the City shall no longer compensate the Agency for the expense of such employee and the Agency shall no longer have the responsibility of providing an employee for such position. If the City, in its sole discretion, determines to fill the vacated position, the City shall hire, train and employ the individual to fill the position. In the event a driver vacancy occurs in a position prior to the position's phase-in under paragraph A(1) hereof, the Agency may, at its option, fill the vacancy of a position which was full time with a full time driver or a part time driver and may fill the vacancy of a part time position only with a part time driver. 3. The Agency shall be responsible for hiring, firing and administering any disciplinary procedures to its employees. However, the City reserves the right not to reject a driver or dispatcher employed by the Agency, if in the City's reasonable judgment, such driver or dispatcher is not qualified or fit to perform the services required by this Agreement. 4. The Agency shall comply with all applicable state, federal and local laws, including but not limited to, equal employment opportunity laws, nondiscrimination laws, traffic laws, motor vehicle equipment laws, confidentiality laws and freedom of information laws. 5. The Agency shall secure and furnish to the City Annual Motor Vehicle Reports on all its drivers who perform services covered under this Agreement. 4 6. The Agency shall secure an independent annual audit of its transportation services provided under this Agreement and shall provide a copy of the audit report to the City of Dubuque and two (2) copies to Iowa Department of Transportation, Office of Public Transit, 800 Lincoln Way, Ames IA 50010. 7. The Agency shall indemnify and hold the City harmless for all losses, damage, claims, demands, liabilities, suits or proceedings, including court costs, attorney's and witness' fees relating to loss or damage to property or to injury or death of any person arising out of the negligence of the Agency or and its officers and employees. F. Compensation 1. The City shall pay to the Agency an amount which shall constitute complete reimbursement for the Agency's employee expenses including wages, workers compensation, health insurance, FICA, life insurance, allowance for any uniforms provided by the Agency, retirement benefit and state unemployment insurance dudng the term of this Agreement: Such sum shall be paid to the Agency upon receipt from the Agency by the City by the fifth day of each month following the month for which services were provided, of two (2) copies of a request for reimbursement together with a ledger sheet detailing the actual expenditures, all in a form acceptable to the City. In addition to reimbursement for the Agency's employee expense expenses as provided in paragraph 1, above, the following administrative fee shall be paid annually to Project Concern at the following rate: $14,497' $ 60,000 $ 45,000 $ 30,000 $15,000 January 1, 2002 to June 30, 2002 July 1, 2002 to June 30, 2003 July 1,2003 to June 30, 2004 July 1, 2004 to June 30, 2005 July 1, 2005 to June 30, 2006 *Fee based on ¼ year of minibus service @ $.70 per ride. The administrative fee shall be paid to the Agency on a prorated monthly basis together along with the reimbursement payment for the Agency's employee expenses. 2. Prior to inception of this Agreement, the City shall advance to the Agency an amount estimated to be sufficient the Agency's first payroll under this Agreement. Pdor to inception of this Agreement, the City Transit Manager and the Agency Transit Director shall mutually agree on the amount of the advance. Thereafter the reports required of the Agency by subparagraph 1 of this paragraph shall be reconciled with the advance made by City. 5 G. Reporting 1. The fully allocated operating costs under this Agreement shall be estimated annually based on the Agency's estimated annual driver employee expenses including all wages, workers compensation, health insurance, FICA, life insurance, retirement benefit and state unemployment insurance for the Agency's of drivers and dispatchers who will provide services operating under this Agreement and the estimated annual service hours to be provided. 2. Detailed itemized reports for the previous month of all driver expenses incurred for services provided covered under this Agreement, including driver names, hours worked, hourly wage and benefits paid for the pedod billed, shall be reported with each monthly billing based on the previous month. H. Entire Agreement This Agreement contains the entire agreement between the Agency and the City of Dubuque. There are no other agreements or understandings, written or verbal. I. Amendments Any amendments to this Agreement shall be in writing and mutually agreed upon by the Agency both Project Concern and the City. J. Termination Either party may terminate this Agreement by giving written notice to the other party not less than 90 days prior to the effective date of termination, provided, however, if the City terminates this Agreement prior to June 30, 2006, the City shall continue to pay the administrative fee provided for in paragraph F hereof according to the terms of said paragraph. K. Savinq Clause If any provision of this Agreement is determined to be unenforceable by a court of law, all other provisions shall remain in effect. L. Assignability This Agreement shall not be assigned by the Agency without the express wdtten approval of the City. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. By: CITY OF DUBUQUE, KEYLINE TRANSIT Harry J~,~mis, Chairman Dubuc~e~Transit Trustee Board PROJECT CONCERN, INC. By: ~ ,. Nancy}~urle~ Corpor~ation Board of Directors ~.,~/.,¢~,~ROVED as to legal form this 2002. day of Barry Lindahl Corporation Counsel IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. By: CITY OF DUBUQUE, KEYLINE TRANSIT By: Harry J. ferns, Chairman Dubuque Transit Trustee Board PROJECT CONCERN, INC. By: Nancy ourley, Chairp rson Corporation Board of 'rectors APPROVED as to legal form this) day of 2002. Barry Lindahl Corporation Counsel ��,/��.� � � a�� APPENDIX A POLICY NUMBER: COMMERCIAL GENERAL LIABILITY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART. SCHEDULE Name of Person or Organization: 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. (If no entry appears above, information required to complete this endorsement will be shown in the Declarations as applicable to this endorsement.) WHO IS AN INSURED (Section II) is amended to include as an insured the person or organization shown in the Schedule as an insured but only with respect to liability arising out of your operations or premises owned by or rented to you. CG 20 26 11 85 APPENDIX B CITY OF DUBUQUE, IOWA GOVERNMENTAL IMMUNITIES ENDORSEMENT Nonwaiver of Governmental Immunity. The insurance carrier expressly agrees and states that the pumhase 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 now exists and as it may be amended from time to time. Claims Coveraqe. The insurance carrier further agrees that this policy of insurance shall cover only those claims not subject to the defense of governmental immunity under the Code of Iowa Section 670.4 as it now exists and as it may be amended from time to time. Those claims not subject to Code of Iowa Section 670.4 shall be covered by the terms and conditions of this insurance policy. 3. Assertion of Government Immunity. The City of Dubuque, Iowa shall be responsible for asserting any defense of governmental immunity, and may do so at any time and shall do so upon the timely written request of the insurance carrier. Non-Denial of Coverage. The insurance carrier shall not deny coverage under this policy and the insurance carrier shall not deny any of the rights and benefits accruing to the City of Dubuque, Iowa under this policy for reasons of governmental immunity unless and until a court of competent jurisdiction has ruled in favor of the defense(s) of governmental immunity asserted y the City of Dubuque, Iowa. No Other Change in Policy. The above preservation of governmental immunities shall not otherwise change or alter the coverage available under the policy. l0 APPENDIX C PROJECT CONCERN COVERED EMPLOYEES [Employee name, wage rate, workers compensation rate, health insurance benefit, retirement benefit, FICA and state unemployment tax rate shall be listed on this Appendix once it is furnished by the Agency.] February 5, 2002 Dubuque Co Drivers Meeting It was agreed upon by the union body with John Rosenthal and myself present, that the following drivers will be the ones going to Minibus in the first faze of the conversion. Denny Corkery Al Krolick Deb Richardson Dan Tuthill Wally Davis Sincerely yours, Gary Wagner Transit Operations Manager