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AGENDA Public Affairs and Communication Committee Meeting Tuesday, November 13, 2018, 1:15 p.m. DART Conference Room C - 1st Floor 1401 Pacific Ave., Dallas, Texas 75202 1. Approval of Minutes: October 30, 2018 2. Approval of DARTs State Legislative Agenda for the 86 th Session of the Texas Legislature (Mark Enoch/Jesse Oliver) 3. *Briefing on FY 2018 Customer Satisfaction Survey Results (Mark Enoch/Nicole Fontayne-Bárdowell) 4. *Briefing on Draft Master Consolidated Streetcar Interlocal Agreement (ILA) between DART and the City of Dallas (Mark Enoch/Tim McKay) 5. Identification of Future Agenda Items 6. Adjournment *This is a Briefing Item Only The Public Affairs and Communication Committee may go into Closed Session under the Texas Open Meetings Act, Section 551.071, Consultation with Attorney, for any legal issues arising regarding any item listed on this Agenda. This facility is wheelchair accessible. For accommodations for the hearing impaired, sign interpretation is available. Please contact Community Affairs at 214-749-2543, 48 hours in advance. Chair Mark Enoch Vice Chair Jon-Bertrell Killen Members Sue S. Bauman, Lissa Smith and Rick Stopfer Staff Liaison Gary Thomas, and Nicole Fontayne-Bárdowell Quorum = 3

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AGENDA

Public Affairs and Communication Committee Meeting

Tuesday, November 13, 2018, 1:15 p.m.

DART Conference Room C - 1st Floor

1401 Pacific Ave., Dallas, Texas 75202

1. Approval of Minutes: October 30, 2018

2. Approval of DART’s State Legislative Agenda for the 86th Session of the Texas

Legislature (Mark Enoch/Jesse Oliver)

3. *Briefing on FY 2018 Customer Satisfaction Survey Results

(Mark Enoch/Nicole Fontayne-Bárdowell)

4. *Briefing on Draft Master Consolidated Streetcar Interlocal Agreement (ILA)

between DART and the City of Dallas (Mark Enoch/Tim McKay)

5. Identification of Future Agenda Items

6. Adjournment

*This is a Briefing Item Only

The Public Affairs and Communication Committee may go into Closed Session under the Texas Open Meetings Act,

Section 551.071, Consultation with Attorney, for any legal issues arising regarding any item listed on this Agenda.

This facility is wheelchair accessible. For accommodations for the hearing impaired, sign interpretation is available.

Please contact Community Affairs at 214-749-2543, 48 hours in advance.

Chair – Mark Enoch

Vice Chair – Jon-Bertrell Killen

Members – Sue S. Bauman,

Lissa Smith and Rick Stopfer

Staff Liaison – Gary Thomas, and Nicole Fontayne-Bárdowell

Quorum = 3

AGENDA ITEM NO. 1

MINUTES DALLAS AREA RAPID TRANSIT

PUBLIC AFFAIRS AND COMMUNICATION COMMlTTEE MEETING October 30, 2018

The Dallas Area Rapid Transit, Public Affairs and Communication Committee meeting convened at I :51 p.m. on Tuesday, October 30, 2018, at DART Headquarters, 140 I Pacific Avenue, Dallas, Texas, with Chair Enoch presiding.

The fo llowing Commi ttee members were present: Mark Enoch, Jon-Bertrell Killen, Sue S. Bauman, and Rick Stopfer.

Other Board members present: Patrick J. Kennedy, Michele Wong Krause, Gary Slagel, Dominique P. Torres, and Paul N. Wageman.

Others Present: Gary Thomas, Gene Gamez, Nevin Grinnell, Joseph Coste llo, Todd Plesko, Bob English, John Adler, Nancy Johnson, and Yvette Bayer.

1. Approval of Minutes: September 18, 2018

Mr. Stopfer moved to approve the September 18, 2018, Public Affairs and Communication Committee Meeting Minutes, into record, as written.

Mr. Killen seconded and the Minutes were approved unanimously.

Consent Items:

2. Contract Modification to Upgrade Board Committee Meeting Recording Equipment

Mr. Stopfer moved to forward this draft resolution to the Committee-Of-The-Whole agenda, with a recommendation, stating the President/Executive Director, or bis designee, is authorized to execute a contract modification for DART Board Committee meeting recording equipment with Swagit Productions, LLC, [Contract No. C-2020936-0lJ to:

Section 1:

Section 2:

Upgrade Board committee meeting recording equipment.

Increase the not-to-exceed amount by $48,590, for a new total amount not to exceed $275,683.

Mr. Killen seconded and the item was approved unanimously.

Individual Items:

3. Naming Rights Agreement with Southern Methodist University (SMU)

Mr. Bob English, Senior Manager of Consumer Programs, briefed the Committee (slides on file with the Office of Board Support) as follows:

• Action Item • Agenda • Background • Background - Current Sponsorship

10.30.201 8 PAC Minutes 11/6/2018; 8:00 A.M.

4.

• Background • Background - DART Valuation • Background • Opportunity • SMU Naming Rights • Station Site Signs • Maxi Pylon - Station Map • Maxi Pylon - Route Map • Platform Sign Band • Printed Customer Information • Web and Mobile Customer Information • Summary • Timing and Next Steps • Recommendation

Ms. Bauman questioned why the station would not be named "Mockingbird/SMU Station". Mr. English replied SMU is very interested it in being "SMU/Mockingbird". Ms. Bauman commented for directional information having Mockingbird first lets customers know they are going to more than just SMU especially with the whole development that is being added to the area. She asked if having Mockingbird first would be a deal breaker. Mr. English responded while that particular discussion has not happened there are indications they prefer SMU first, citing the example at the Cityline/Bush Station. Ms. Bauman added she is not against the sharing of the station name but would like the location identifier before the naming prospect.

Mr. Killen asked if there is an expectation for companies who wish to name stations to participate in more than a cash payment for a name such as passes and the like. Mr. English replied there is no formalized policy to have the companies pay more than the price for station naming but there is nothing prohibiting DART from asking e ither.

Mr. Kennedy agreed with Ms. Bauman's comment of having the geographic location to have importance over naming rights. He continued, the policy is too open and would like this item to go to the Committee-of-the-Whole as an Individual item.

Ms. Bauman recommended this committee review the Station Naming policy as a future agenda item.

Mr. Killen moved to fonvard this draft resolution to the Committee-Of-The-Whole agenda, with a recommendation, stating the President/Executive Director, or his designee, is authorized, subject to legal review, to award a ten-year revenue­generating naming rights agreement with Southern Methodist University (SMU) for a total estimated revenue amount of not less than $460,000.

Mr. Stopfer seconded and the item was approved unanimously.

*Briefing on Proposed Downtown Transit Service Funding Agreement with the City of Dallas and Downtown Dallas, Inc. (DOI)

Mr. Todd Plesko, Vice President of Service Planning and Scheduling, briefed the Committee (slides on file with the Office of Board Support) as follows:

10.30.2018 PAC Minutes 2 11/6/20 18; 8:00 A.M.

• Today's Action • D-Link Agreement Extension • Current Service Description • O-Link: Performance 2018 • Customer Survey 2018 • Special Event Ridership • Proposed 2019 Cost and Ridership • Objectives for Future Downtown Service • Future D-Link: like DART GoLink • D-Link Potential On Demand Zone • Served by Basic On Demand Zone • Potential Larger Zone With New Financial Partners • On Demand Comparison with Fixed Route • Why Propose a Four-Year Contract? • Maximum Not to Exceed Funding Annually for the Agreement • Recommendation

Mr. Wageman questioned if this item needs to have action taken on it in the next month. Mr. Plesko replied the contract ends on November 23, 2018. Mr. Wageman stated the time frame this item is being presented is not adequate to discuss the policy implications or review the significant changes being requested. Mr. Wageman questioned the financial arrangement with the private provider. Mr. Plesko replied the terms have not been decided. Mr. Wageman stated he is in support of some type of fare and questioned why the two entities who want this service do not pay a higher percentage. Mr. Plesko responded traditionally it has been that DART can pay up to 50%. Mr. Wageman asked what will be requested at the November meeting. Mr. Plesko answered staff will ask for a contract with DART and the two partners to serve the initial area. Mr. Wageman stated he would like an extension on the current contract and requested more discussion on this item before approval.

Mr. Killen echoed Mr. Wageman' s sentiments regarding the quickness of voting. He then asked if a customer would be able to go anywhere within the zone. Mr. Plesko replied there will be specific stops the vehicles will make.

Mr. Kennedy requested this item be brought to the Operations, Safety & Security Committee.

Ms. Bauman asked what is the logistics of changing the agreements. Mr. Plesko replied the City of Dallas and Downtown Dallas Inc. (DOI) will have to agree with what DART proposes. Ms. Bauman agreed that this would be a good topic for the Operations, Safety & Security Committee. Ms. Bauman asked for the history of not charging a fare on this route. Mr. Plesko provided the initial reasonings.

Mr. Stopfer suggested putting a model together for future use in other areas.

Chair Enoch recommended the current contract be extended until a solution could be found. He asked how much is DART willing to spend to compete with other companies and who would get the fare.

10.30.2018 PAC Minutes 3 11/6/2018; 8:00 A.M.

s.

6.

*Briefing on Draft Master Consolidated Streetcar Interlocal Agreement (ILA) between DART and the Citv of Dallas

This item was deferred to next committee.

Identification of Future Agenda Items

Chair Enoch requested staff review Mr. .Killen's request regarding naming rights to be similar to nearby locations.

Ms. Bauman requested a briefing on the legislative agenda and the midterm elections regarding how that will affect DART.

7. Adjournment

There being no further business to discuss, the meeting was adjourned at 2:52 p.m.

+Same Night Item * Briefing Item

10.30.20 18 PAC Minutes 4 11/6/20 18; 8:00 A.M.

Agenda ReportVoting Requirements:  Majority

DATE:    November 13, 2018 SUBJECT:

   Approval of DART’s State Legislative Agenda for the 86th Session of theTexas Legislature

RECOMMENDATION

Approval of a resolution adopting the State Legislative Agenda for the 86th Legislative Session asshown in Exhibit 1 to the Resolution.

FINANCIAL CONSIDERATIONS

. Approval of the proposed State Legislative Agenda will improve efficiencies in providing ormanaging certain public transportation services, broaden the protection of customer electronicdata, and will not adversely impact the financial condition of the agency.

BUSINESS PURPOSE

. On January 8, 2019, the 86th Session of the Texas Legislature will convene in Austin.

. Issues of interest and importance to DART have been identified, as shown in Exhibit 1 to theresolution. These issues have been evaluated for consistency with the mission of the agency andthe best interest of the public it serves.

. Issues not contained in the Legislative Agenda may be introduced and discussed during thesession for which formal positions of the Board may need to be developed.

. The State Legislative Agenda may be amended as necessary to provide direction to staff onunanticipated issues introduced during the term of the Legislative Session.

. Approval of the legislative agenda will help achieve Board Strategic Priority 2: Optimize andpreserve (state of good repair) the existing transit system; and Strategic Priority 6: Innovate toimprove levels of service, business processes, and funding.

LEGAL CONSIDERATIONS

Section 452.054 of the Texas Transportation Code authorizes DART to exercise all powers necessaryor convenient to carry out the purposes or provisions of the statute.

AGENDA ITEM NO. 2

86th Legislative Agenda 11/8/2018 12:03:03 PM1

DRAFT

RESOLUTION

ofthe

DALLAS AREA RAPID TRANSIT BOARD

(Executive Committee)

Approval of DART's State Legislative Agenda for the 86th Session of the Texas Legislature

WHEREAS, the 86th Session of the Texas Legislature convenes on January 8, 2019, and issues of interest and importance to DART will be considered; and

WHEREAS, the DART Board desires to adopt a State Legislative Agenda that is consistent with the mission of the Agency and in the best interest of its customers and stakeholders; and

WHEREAS, DART's Legislative Agenda may be modified during the Session requiring formal positions of the Board to be developed and considered in the future; and

WHEREAS, approval of the proposed State Legislative Agenda will improve efficiencies in providing or managing certain public transportation services, broaden the protection of customer electronic data, and will not adversely impact the financial condition of the agency.

NOW, THEREFORE, BE IT RESOLVED by the Dallas Area Rapid Transit Board of Directors that the President/Executive Director or his designee is authorized to work during the 86th Session of the Texas Legislature to implement DART's State Legislative Agenda as shown in Exhibit 1 to this Resolution.

86th Legislative Agenda

Prepared by~~ esOliver

puty Executive Director

Approved as to form: A.t ~ Gene Gamez Interim General Counsel

Exhibit 1

DART’s Legislative Agenda

86th Session of the Texas Legislature

Actively Pursue:

• Amend Chapter 452 of the Texas Transportation Code to authorize DART to contract outside

the service area with any private person, firm, or corporation, or entity to provide or manage

public transportation services.

Work with Other Metropolitan Transit Authorities and the Texas Transit Association to:

• Amend Chapter 552 of the Texas Government Code (Texas Open Records Act) to broaden

protection of customer electronic data, including customer location data, photos and other

confidential customer data collected electronically by transit authorities.

Actively Monitor:

• Legislation filed relating to online sales tax collection, taxation of electric vehicles and any

legislation impacting DART’s primary funding source, the dedicated, voter-approved one-

cent transit sales tax. Also, actively monitor any legislation filed impacting the agency’s

ability to access federal funds for passenger rail projects or legislation negatively impacting

DART’s business operations or possible future expansion.

86th Legislative Agenda 11/8/2018 12:03:03 PM1

Agenda Report

DATE:    November 13, 2018 SUBJECT:    Briefing on FY 2018 Customer Satisfaction Survey Results

RECOMMENDATION

This is a briefing item. No action is required at this time.

BUSINESS PURPOSE

. The purpose of this item is to brief the Committee on the results of the 2018 CustomerSatisfaction Survey.

. The 2018 Customer Satisfaction Survey was the sixth annual installment of an on-going andcontinuous study of customer satisfaction shifts over time, and overall satisfaction as measuredamong different demographic subgroups.

  . A survey is conducted in each year; however, in even years (e.g., 2018) a "core metrics only"survey is conducted. The "core metrics only" survey is an abbreviated survey focusingexclusively on metrics such as the customer's level of satisfaction with DART services, andthe likelihood the customer will recommend DART to other people.

  . In survey odd years (e.g., 2019) a full service questionnaire is administered that dives moredeeply into the customer's level of satisfaction with specific service attributes such ascleanliness, timeliness, safety and security.

. In 2018, 84% of riders reported being very satisfied/somewhat satisfied, up 3 percentage pointsversus a year-ago.

. The net promoter score (NPS), that measures brand health, increased 2 percentage points after asignificant decline in 2017.

. This item supports Board Strategic Priority 1: Continually improve service and safetyexperiences and perceptions for customers and the public.

AGENDA ITEM NO. 3

2018 Customer Satisfaction Survey Results 11/8/2018 5:55:08 PM1

Agenda ReportAttachment:1. Draft Master ConsolidatedStreetcar ILA

DATE:    November 13, 2018 SUBJECT:

   Briefing on Draft Master Consolidated Streetcar Interlocal Agreement (ILA)between DART and the City of Dallas

RECOMMENDATION

This is a briefing item only. No action is required at this time.

BUSINESS PURPOSE

. The Committee will be briefed on the Draft Master Consolidated Streetcar ILA between DARTand the City of Dallas to outline responsibilities related to the Planning, Design, Construction,Procurement, Operations and Maintenance of the existing and future streetcar systems.

. This briefing will assist DART in achieving Board Strategic Priority 3: Optimize DART’sinfluence in regional transportation planning; and Priority 4: Expand DART's transportationsystem to serve cities inside and outside the current service area.

. On October 12, 2010 (Resolution No. 100134), the Board approved an ILA between Dallas AreaRapid Transit and City of Dallas for Planning and Design of a Modern Streetcar System.

. On April 26, 2011 (Resolution No. 110041), the Board approved an ILA between DART, theCity of Dallas, and NCTCOG for Implementation of the Dallas TIGER-funded Streetcar Projectand Amendment to the FY 2011 Twenty-Year Financial Plan.

. On March 20, 2012 (Resolution No. 120038), the Board approved an ILA between NorthCentral Texas Council of Governments (NCTCOG), DART and City of Dallas, Related toProcurement and Financial Matters for Implementation of the Dallas TIGER-funded ModernStreetcar Project.

. On January 12, 2013 (Resolution No. 130038), the Board approved an ILA between the City ofDallas and DART Related to Procurement and Financial Matters for Implementation of theDallas Urban Circulator Streetcar Project.

. On February 25, 2014 (Resolution No. 140020), the Board approved an ILA between the City ofDallas and DART for Operations and Maintenance of the Dallas Union Station to Oak CliffTIGER-funded Streetcar Project.

. On August 12, 2014 (Resolution No. 140074), the Board approved an ILA between DART andthe City of Dallas for the Design and Design Support During Construction for Extensions 1 and2, and Procurement of Rail for Extension 1 of the Dallas Union Station to Oak Cliff Streetcar.

AGENDA ITEM NO. 4

Briefing on Master Streetcar ILA 10/23/2018 9:52:35 AM1

. On April 28, 2015 (Resolution No. 150043), the Board approved an ILA between DART and theCity of Dallas Related to Construction Services for Extensions of the Dallas Union Station toOak Cliff Streetcar Project.

. On September 27, 2016 (Resolution No. 160047), the Board approved the First Amendment tothe ILA between Dallas Area Rapid Transit and the City of Dallas for Union Station to Oak CliffStreetcar Operations and Maintenance.

. It is desired to consolidate all the existing ILAs with the City of Dallas pertaining to the DallasStreetcar system into one Master Consolidated Streetcar ILA.

. The Master Consolidated Streetcar ILA delineates the responsibilities of DART and the City ofDallas as follows:

. DART’s responsibilities include:

  . Technical Advisor/Owner Representative  . Financial Analysis  . Planning  . Design  . Construction  . Procurement  . Operations and Maintenance  . System Safety  . Fare Collection

. The City of Dallas responsibilities include:

  . Project Owner  . Project Scope  . Planning Funding  . Grant Management  . Design and Construction Funding  . Utility Relocations  . Operations and Maintenance Funding

Briefing on Master Streetcar ILA 10/23/2018 9:52:35 AM2

Master Consolidated Streetcar Interlocal Agreement

1

MASTER CONSOLIDATED STREETCAR INTERLOCAL AGREEMENT

between

DALLAS AREA RAPID TRANSIT

AND

THE CITY OF DALLAS

DRAFT 10-25-18 Attachment 1

Briefing on Master Streetcar ILA 10/23/2018 9:52:35 AM1

Master Consolidated Streetcar Interlocal Agreement

2

TABLE OF CONTENTS

RECITALS

ARTICLE I – SUPERSEDED AGREEMENTS

ARTICLE II - GENERAL

ARTICLE III – PLANNING, ENVIRONMENTAL, AND PRELIMINARY DESIGN

A. DART Responsibilities

B. CITY Responsibilities

C. Funding and Reimbursement

ARTICLE IV – FINAL DESIGN, PROCUREMENT, AND CONSTRUCTION

A. DART Responsibilities

B. CITY Responsibilities

C. Procurement Procedures

D. Ownership of Documents

E. Insurance

F. Funding and Reimbursement

ARTICLE V – OPERATIONS AND MAINTENANCE

A. Purpose

B. DART Responsibilities

C. CITY Responsibilities

D. Ownership

E. Services Planning and Scheduling

F. Operations

G. Maintenance

H. Safety

I. Compensation

ARTICLE VI – MISCELLANEOUS PROVISIONS

ARTICLE VII – PROJECT SPECIFI AMENDMENTS

APPENDIX A – DALLAS STREETCAR PROJECT

DRAFT 10-25-18 Attachment 1

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Master Consolidated Streetcar Interlocal Agreement

3

ATTACHMENTS

Attachment 1 – Approval of Interlocal Agreement between DART, the City of Dallas,

and NCTCOG for Implementation of the Dallas TIGER-funded Streetcar Project and

Amendment to the FY 2011 Twenty-Year Financial Plan (DART Board Resolution

110041 on April 26, 2011)

Attachment 2 - Interlocal Agreement (ILA) between the City of Dallas and DART for

Operations and Maintenance of the Dallas Union Station to Oak Cliff TIGER-funded

Streetcar Project (DART Board Resolution 140020 on February 25, 2015 & City

Resolution 14-0831 on May 28, 2014)

Attachment 3 - Approval of an Interlocal Agreement (ILA) between DART and the City

of Dallas for the Design and Design Support During Construction for Extensions 1 and 2,

and Procurement of Rail for Extension 1 of the Dallas Union Station to Oak Cliff Streetcar

(DART Board Resolution 140074 on August 12, 2014 & City Resolution 14-164 on

September 24, 2014)

Attachment 4 - Approval of an Interlocal Agreement (ILA) between DART and the City

of Dallas Related to Construction Services for Extensions of the Dallas Union Station to

Oak Cliff Streetcar Project (DART Board Resolution 150043 April 28, 2015 & City

Resolution 15-0709 April 8, 2015)

Attachment 5 - Approval of First Amendment to Interlocal Agreement (ILA) between

Dallas Area Rapid Transit and the City of Dallas for Union Station to Oak Cliff Streetcar

Operations and Maintenance (DART Board Resolution 160097 on September 27, 2016 &

City Resolution 16-0980 on June 15, 2016)

DRAFT 10-25-18 Attachment 1

Briefing on Master Streetcar ILA 10/23/2018 9:52:35 AM3

Master Consolidated Streetcar Interlocal Agreement

4

MASTER CONSOLIDATED STREETCAR INTERLOCAL AGREEMENT

Between

Dallas Area Rapid Transit and the City of Dallas

For

The Dallas Streetcar System

This Master Consolidated Streetcar Interlocal Agreement (“Agreement”) is entered into this ___

day of ____ 2018, by and between the City of Dallas (hereinafter referred to as “CITY”) and Dallas

Area Rapid Transit (hereinafter referred to as “DART”) and may be referred to individually as

“Party” or collectively as “Parties”.

RECITALS

WHEREAS, as the sole owner of the Streetcar System, CITY is responsible for funding planning,

designing, constructing, operating and maintaining the streetcar systems, and;

WHEREAS, DART has the expertise and experience to design, construct, operate and maintain a

rail transit system and is able to act as CITY’s Technical Advisor and Owner Representative; and

WHEREAS, CITY and DART recognize the emerging evolution of transportation infrastructure

in the City of Dallas and the importance of providing an integrated transportation system that

balances the needs of pedestrians, transit, bicycles and automobiles; and

WHEREAS, the Dallas City Council has adopted several plans that include recommendations

relative to the development of a modern streetcar network, including the Comprehensive

Transportation Plan for the Dallas Central Business District (June 8, 2005), ForwardDallas!

Comprehensive Plan (June 2006), and the Dallas 360 Plan (April 2011, December 2017 Update);

and,

WHEREAS, the principles of Complete Streets must be employed across the city and the

development of a streetcar network for Downtown and the surrounding communities is a key

element to support the establishment of livable, sustainable communities; and

WHEREAS, The CITY and DART have built a modern Streetcar System (“Streetcar System”)

located in Dallas, Texas and which operates from Union Station in the CBD to the Bishop Arts

District; and,

WHEREAS, the first project of the Streetcar System was the Union Station to Oak Cliff Starter

Line (“Starter Line”), which was implemented through a joint agreement between the parties and

the North Central Texas Council of Governments (NCTCOG) using a Transportation Investment

Generating Economic Recovery (TIGER) grant along with regional and local funds; and,

WHEREAS, the Starter Line was constructed and opened for service April 15, 2015; and

WHEREAS, the first two Streetcar Vehicles (#301 and #302) were procured by DART on behalf

of CITY as part of the Starter Line; and

WHEREAS, Streetcars #301 and #302 were accepted by DART on behalf of CITY on September

18, 2018 and have been used for service since April 15, 2015; and

DRAFT 10-25-18 Attachment 1

Briefing on Master Streetcar ILA 10/23/2018 9:52:35 AM4

Master Consolidated Streetcar Interlocal Agreement

5

WHEREAS, Extension 1 of the Starter Line is a 0.75-mile extension from Oak Cliff to the Bishop

Arts District and was completed by the Parties based on the Interlocal Agreement between DART

and the City of Dallas for the Design and Design Support During Construction for Extensions 1

and 2, and Procurement of Rail for Extension 1 of the Dallas Union Station to Oak Cliff Streetcar

(DART Resolution 140074), and the Interlocal Agreement between DART and the City of Dallas

Related to Construction Services for Extensions of the Dallas Union Station to Oak Cliff Streetcar

Project (DART Resolution 150053); and,

WHEREAS, Extension 1 was constructed using Texas Mobility Funds provided to the CITY and

opened for service in August 2016; and,

WHEREAS, the second two Streetcar Vehicles (#303 and #304) were procured by DART on

behalf of CITY using Texas Mobility Funds provided to CITY; and

WHEREAS, Streetcars #303 and #304 were accepted by DART on behalf of CITY on September

18, 2018 and have been used for service since August 2016; and

WHEREAS, Extension 2 of the Streetcar System is a 0.67-mile loop from Union Station along

Young, Lamar, Wood and Houston, and is in the procurement design phase and is included in the

two agreements referenced above for Extension 1 and 2; and,

WHEREAS, CITY has informed DART that they will determine the project limits for Extension

2 construction pending completion of 30% design and cost estimate and based on availability of

remaining Texas Mobility Funds.

WHEREAS, CITY and DART desire to enter into this Master Consolidated Streetcar Interlocal

Agreement (“Agreement”) that consolidates the respective duties and responsibilities of CITY and

DART in relation to the funding, planning, design, procurement, construction, operations and

maintenance, and other related activities of CITY's Streetcar System and any future expansion

projects; and

WHEREAS, execution of this Master Consolidated Streetcar Interlocal Agreement will allow the

parties to plan, design, construct, operate and maintain future expansion projects of the Streetcar

System beyond the existing Union Station to Bishop Arts system, and;

DRAFT 10-25-18 Attachment 1

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Master Consolidated Streetcar Interlocal Agreement

6

ARTICLE I

SUPERSEDED AGREEMENTS

With the execution of this Master Consolidated Streetcar Interlocal Agreement (Master ILA), the

agreements set forth below are hereby deemed terminated and no longer of any force and effect:

Interlocal Agreement between Dallas Area Rapid Transit and City of Dallas for Planning

and Design of a Modern Streetcar System approved by DART Board Resolution 100134

on October 12, 2010.

Interlocal Agreement (ILA) between the City of Dallas and DART for Operations and

Maintenance of the Dallas Union Station to Oak Cliff TIGER-funded Streetcar Project

approved by DART Board Resolution 140020 on February 25, 2014 and by City Council

Resolution 14-0831 on May 28, 2014.

.Approval of an Interlocal Agreement (ILA) between DART and the City of Dallas for the

Design and Design Support During Construction for Extensions 1 and 2, and Procurement

of Rail for Extension 1 of the Dallas Union Station to Oak Cliff Streetcar approved by

DART Board Resolution 140074 on August 12, 2014 and by City Council Resolution 14-

1646 on September 24, 2014

Approval of an Interlocal Agreement (ILA) between DART and the City of Dallas Related

to Construction Services for Extensions of the Dallas Union Station to Oak Cliff Streetcar

Project approved by DART Board Resolution 150043 on April 28, 2015 and by City

Council Resolution 15-0709 on April 8, 2015.

Approval of First Amendment to Interlocal Agreement (ILA) between Dallas Area Rapid

Transit and the City of Dallas for Union Station to Oak Cliff Streetcar Operations and

Maintenance approved by DART Board Resolution 160097 on September 27, 2016 and by

City Council Resolution 16-0980 on June 15, 2016

DRAFT 10-25-18 Attachment 1

Briefing on Master Streetcar ILA 10/23/2018 9:52:35 AM6

Master Consolidated Streetcar Interlocal Agreement

7

ARTICLE II

GENERAL

1. Effective Date and Term. This Agreement shall take effect on the date executed by the last

of the Parties and shall remain in effect until this Agreement is terminated, or until all

obligations of the Parties have been completely fulfilled, whichever is later.

2. Termination. Any party may terminate this Agreement by giving 180 days written notice

to the other Parties. The Parties may terminate this Agreement at any time by mutual

consent. Unless otherwise specifically agreed to in this Agreement, the rights and

responsibilities among the signatory parties to this Agreement shall automatically

terminate upon completion of the project.

a. If any Party fails to perform its responsibilities, another Party may inform in writing

the breaching Party of its non-performance, and the Party alleged to be breaching

the contract shall have a period of fifteen (15) calendar days to cure the breach. If

the Party alleged to be breaching fails to cure within fifteen (15) days after the

notice, that Party shall be deemed to have terminated this Agreement and shall

reimburse the other Parties for costs incurred prior to or resulting from the

termination.

b. If this Agreement is terminated for any reason other than breach by DART, CITY

shall reimburse DART for all reasonable costs incurred related to or arising out of

its participation in the Project and/or this Agreement, within thirty (30) calendar

days after receipt of an invoice(s).

c. By Default.

i. Either Party may terminate this Agreement in writing if the other Party

substantially fails to fulfill any material obligation under this Agreement

through no fault of the terminating Party, provided that insofar as

practicable, the Party terminating the Agreement shall give:

1. Written notice of intent to terminate no less than thirty (30) days

prior to the date of termination stating how the other Party has failed

to perform the obligations under this Agreement; and

2. An opportunity for the other Party to cure the default within a

specified time, no less than thirty (30) days, from the date of notice

of the intent to terminate. The notice of intent to terminate shall state

the time period within which cure is permitted and any other

appropriate conditions.

ii. If the other Party fails to remedy the default or the breach to the satisfaction

of the Party initiating the termination within the time period established in

the notice of termination or any extension thereof, granted by the

terminating Party, the Agreement shall be deemed terminated

3. Assignment. With prior written consent by the other Party, either Party may assign or

subcontract any interest, obligation, or benefit in this Agreement or transfer any interest in

the same, whether by assignment, contract or notation, without the need to amend this

agreement.

DRAFT 10-25-18 Attachment 1

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Master Consolidated Streetcar Interlocal Agreement

8

4. Binding on Successors and Assigns. This Agreement, together with all exhibits and

attachments now or hereafter made a part, shall be binding on the Parties hereto and their

respective, successors and assigns.

5. CITY as Streetcar System owner. CITY, as the Dallas Streetcar System owner, shall be

responsible for providing 100% of funding for all aspects of planning, project design and

development, procurement, and construction (“DART Services”) unless DART or other

contributions are identified and approved by DART in a Project-Specific Amendment

(PSA).

6. CITY shall be responsible for funding all aspects of Streetcar System Operations and

Maintenance (O&M), and capital improvements, except as noted herein.

7. DART will continue to provide a portion of annual O&M funding for the Starter Line per

DART Board Resolution 110041, which amended the FY 2011 Twenty-Year Financial

Plan and transferred Love Field funds to modern streetcar (Attachment 2). DART is not

responsible for any other O&M funding beyond this amount

8. DART as Technical Advisor/Owner’s Representative. DART shall provide the expertise

and experience to plan, design, construct, operate and maintain the Streetcar System and

shall act as CITY’s Technical Advisor/Owner Representative. DART shall lead

procurements and award contracts for the design, construction and vehicle acquisitions in

accordance with DART’s approved procurement regulations and procedures..

9. CITY Designated Representative. CITY shall, by written notification to DART, designate

an individual to act as its "CITY Streetcar Representative." CITY Streetcar Representative

shall be available to represent and act on behalf of CITY within the limits described in the

written notification, and shall, to the limits agreed to by the Parties, be involved in Streetcar

System or Streetcar Project developments on a day-to-day basis. CITY Streetcar

Representative shall be kept informed by DART of major developments or issues

associated with the Streetcar System or Streetcar Projects that arise from time-to-time.

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ARTICLE III

PLANNING, ENVIRONMENTAL, AND PRELIMINARY DESIGN

A. DART Responsibilities

1) DART shall provide, or cause to be provided, planning, environmental, and

preliminary engineering services and work products (“DART Planning Services”)

based on a Scope of Work and budget provided by CITY, including, but not limited

to, the following activities:

i. Streetcar System Planning

ii. Corridor Feasibility Studies

iii. Alternatives Analyses

iv. Funding Strategy Support regarding options for capital and/or O&M

funding of the Streetcar System or future expansion projects

v. Project Development, including environmental clearance and preliminary

engineering up to 30% design.

2) “Scope of Work" means a narrative description of work tasks to be accomplished

or resources to be supplied to achieve the project scope.

3) DART shall develop a cost estimate for consulting services to establish a budget to

complete the Scope of Work through an existing DART contract or new

procurement and submit the proposed budget to CITY for review and approval.

4) Work products developed under the Scope of Work shall be developed to support

requirements of and/or approvals by appropriate agencies to support grant requests,

including but not limited to Federal Transit Administration (FTA) and Texas

Department of Transportation (TxDOT).

5) DART shall submit work products developed under the Scope of Work to CITY

for review and approval.

6) DART, in furtherance of the DART Planning Services to be provided, shall provide

a project manager and the necessary administrative support and be responsible for

the procurement and management of the technical aspects of the project, including

the management of a project timeline and scope of work, selection of consultant

services, the oversight of consultant activities, and all contract administration.

Administrative support shall include:

i. DART staff time involved in programming and procuring the consultant

services: including legal review, finance review and staff support during the

procurement process; and

ii. DART staff time involved in project accounting, accounts payable and

receivable functions, and project auditing.

7) Any work performed by DART that is included in the Scope of Work provided by

CITY shall be reimbursed as a cost of the project

8) Unless the work is to be performed using DART in-house sources, DART agrees

to bid and award all contracts required for the performance of DART's

responsibilities under this Agreement in accordance with established DART

procurement procedures and in accordance with FTA or Third-Party procurement

requirements.

9) DART shall develop a Project Specific Amendment (PSA) for approval by the

parties as an amendment to this Agreement.

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B. CITY Responsibilities

1) CITY approves scope of work for DART Planning Services.

2) CITY agrees to review and provide approval of budget to complete the approved

Scope of Work

3) CITY shall assign a Streetcar Representative to serve as the key point of contact for

the DART project manager and to facilitate coordination and review during the

effort.

4) CITY shall use its best efforts to expedite the review and approval of the

deliverables and any request for information associated with DART Planning

Services.

5) Provide funding in accordance with this Agreement.

C. Funding and Reimbursement

1) DART shall not execute any contract instrument obligating funds under this

Agreement until all required funding or, if necessary, additional approved funding,

has been made available or identified and obligated for that purpose by CITY in

accordance with this Agreement or other PSA.

2) DART agrees to hold CITY Funds provided in advance in an interest-bearing

account reserved for DART Services and all interest accruing on those funds shall

automatically be deposited into a separate City Streetcar account. DART further

agrees not to release any of CITY Funds, except under the following terms and

conditions:

a. DART agrees to provide CITY with documentary evidence in the form

of a draw request, including applicable invoices, requisitions, or receipts

documenting the costs incurred by DART relating to DART Services.

b. No portion of CITY Funds shall be released for payment of DART

Planning Services until CITY 's authorized representative has reviewed

the draw request, including the applicable documentary evidence and

approved the making of subject payment in writing; if any draw request

submitted by DART to CITY for CITY 's review is not objected to

within ten (10) days of the CITY's receipt of such draw request, DART

may proceed to apply CITY Funds to the draw.

c. No portion of CITY Funds may be expended on any costs other than

the work described in the scope of work for the PSA.

d. CITY shall give DART written notice of the name and title of CITY's

representative who has authority to examine the draw requests and

accompanying documentary evidence provided by DART and to

approve payments to DART or DART consultants.

e. If DART Planning Services are not completed for any reason, or, if

any portion of CITY Funds are not used for DART Services, DART

agrees to immediately refund to CITY, CITY Funds or any portion

thereof that has not been expended for such services.

3) CITY and DART will cooperatively seek external funding for Streetcar System

projects and studies. Any funds secured by DART on behalf of CITY for the

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Streetcar System or future expansion should not be integrated into DART General

Funds for use in other aspects of the DART Transit System.

4) CITY shall be responsible for managing all grant proceeds and coordinating with

all grant administrators, except for proceeds that are paid directly to DART from a

funding source other than CITY.

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ARTICLE IV

FINAL DESIGN, PROCUREMENT AND CONSTRUCTION

A. DART Responsibilities

1) DART shall provide, or cause to be provided, design and construction related

services (“DART Design/Construction Services”) based on a scope of work and

budget provided by CITY, including, but not limited to, the following activities:

o Final Design

o Procurement

o Construction

o Design Support During Construction

o Project Start-Up

o Procurement of Rail and streetcar system materials

o Procurement of Vehicles

o Environmental Clearance Support

2) The design efforts shall form the basis for award of contracts for the construction

of Streetcar System Projects, should DART and CITY agree to go forward with

construction of a Project.

3) DART shall not execute any contract instrument obligating funds under this

Agreement until all required funding or, if necessary, additional approved

funding, has been made available or identified and obligated for that purpose by

CITY in accordance with this Agreement.

4) DART shall provide CITY a copy of the design and rail procurement contractual

instruments awarding the scopes of work of the Project for review prior to their

final execution.

5) DART shall develop a Project Specific Amendment (PSA) for approval by the

parties as an amendment to this Agreement.

B. CITY Responsibilities

1) CITY shall provide funding for all streetcar related design and construction

contracts and vehicles unless otherwise mutually agreed to and included in a PSA.

2) CITY shall expedite interagency reviews to maintain efficiency during design and

construction.

3) Utilities. Unless specifically indicated otherwise in the PSA, CITY shall be

responsible for all costs, and for performing or causing other third parties to

perform all work related to utility installation, removal, adjustment or relocation.

"Utilities" include franchise and private utilities, fiber optic lines, water and storm

water facilities.

4) CITY shall be responsible for all additional costs related to differing site conditions

discovered during construction, including, but not limited to, utilities, the existence

or discovery of hazardous materials, and issues involving the Texas Historical

Commission or the State Historic Preservation Officer. The Parties agree to

cooperate and coordinate with each other when dealing with all such issues.

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C. Procurement Procedures.

1) DART shall use its approved Procurement Regulations and related procedures,

including protest and claims procedures and approved minority business programs,

for the solicitation, award and administration of contracts related to the Dallas

Streetcar System. DART may use any procurement method authorized by law that

is not inconsistent with the DART Procurement Regulations. DART shall further

ensure that all solicitations and contracts related to Dallas Streetcar System projects

will comply with applicable Federal and FTA procurement requirements, including

FTA's Buy America requirements as set forth at 49 C.F.R. Part 66l. as applicable.

2) CITY shall use its procurement ordinances, rules and regulations to purchase

services, equipment and supplies necessary to complete its separate obligations

under this Agreement, including, but not limited to, the securing of project right-

of-way and the relocation, installation and adjustment of Utilities.

3) In accordance with DART Procurement Regulations and DART processes, DART

shall competitively procure and thereafter serve as Technical Advisor/Owner's

Representative for the award, and administration of the contract and related

design and construction activities for the Streetcar System. Administration by

DART, as Technical Advisor/Owner's representative, of all such contracts

includes the responsibility of DART for the construction management, design

oversight and approval of design drawings and specifications, vehicle engineering

and manufacturing oversight, and for issuance of any change orders, supplemental

agreements, amendments, or additional work orders that may become necessary

subsequent to the award of the contracts.

4) Contractor Eligibility. Any Contractor selected by DART under its procurement

procedures shall be a contractor who is also eligible to receive a contract under

CITY ordinances, rules or regulations.

5) In the event that a submittal, contract modification or supplemental agreement is

expected to increase the cost or time for performance of any contract awarded by

DART under this Agreement, DART shall obtain authorization from CITY prior to

approving the submittal or issuing or executing such change or agreement.

6) Upon completion of the respective contract requirements, DART shall separately

issue "Final Acceptance" to each respective contractor for facilities design and

construction and to the streetcar vehicle manufacturer acknowledging the Project's

completion.

7) DART shall provide sufficient documentation to CITY to demonstrate compliance

with federal procurement requirements as a condition precedent of reimbursement.

8) Repayment of Excess Funds. Upon completion of a Streetcar System Project, any

funds due by one Party to another will be promptly paid by the owing Party.

D. Ownership of Documents. Upon completion of a project all design plans, specifications,

cost estimates, contract submittals, project related certificates, inspection reports, as-built

or record drawings plus all other documents that demonstrate the function or condition of

a project or project assets shall become property of CITY. DART, as required by law or

subject to DART’s convenience, may maintain copies of these documents.

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E. Insurance. DART shall require the contractor awarded a Project to provide all required

surety bonds. DART shall also ensure that the contractor carries insurance of the types

and amounts needed to protect the interests of DART and CITY. This coverage shall be

maintained until all work is complete and for a three-year extended reporting period after

completion. If coverage is not maintained, all work shall cease immediately, and DART

and/or CITY may recover damages allowed by law.

F. Funding and Reimbursement

1) The total estimated sources and uses funds for each Project will be documented in

the Project Budget section of the PSA.

2) In the event that any additional funding by CITY is required at any time during the

Project, DART will notify CITY in writing.

3) Any Project costs in excess of those described in the Project Budget shall be paid

by CITY.

4) Upon completion of a Project, any funds due by one Party to another will be

promptly paid by the owing Party.

5) DART shall submit requests for reimbursement by submitting the original of an

itemized invoice in a form and containing all items required by CITY no more

frequently than once monthly. If there is any question with any invoiced amount,

authorized representatives of CITY and DART shall meet within five (5) business

days following CITY's receipt of such invoice to resolve any questions or disputes

regarding such invoice

6) Payment and Reimbursement Procedures.

a. Any compensation due to DART for performance of this

Agreement shall be payable within 30 days following

CITY's receipt of a complete invoice with supporting

documentation.

b. CITY shall reimburse DART in accord with the Texas

Prompt Payment Act.

c. To be included with each submitted invoice, DART will

provide to CITY an expenditure progress report reporting

actual monthly expenses with comparison to Project

Budget.

d. Whenever funds are paid by CITY to DART under this

Agreement, CITY shall remit such funds by electronic

transfer, or by a check or warrant made payable to "Dallas

Area Rapid Transit."

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ARTICLE V

OPERATIONS AND MAINTENANCE

A. Purpose

This article specifies the roles and responsibilities of the Parties regarding the operation

and maintenance (O&M) of the Dallas Streetcar System. The existing Dallas Streetcar

System consists of 2.5 miles of single and double track, six passenger stops, transit

signaling system, four streetcar vehicles and two traction power substations.

The O&M responsibilities in this Agreement will also apply to any future expansion

projects of the Streetcar System.

B. DART Responsibilities

• On behalf of CITY, develop and implement the Dallas Streetcar Service Plan, Operations

Plan, Capital Maintenance and Replacement Plan, and System Safety Program Plan and

all State Safety and Security Oversight Program requirements;

• Comply with regulatory requirements affecting the operation of the Streetcar System,

including reporting to regulatory agencies (local, state, and federal);

• Operate the Streetcar System in accordance with Dallas Streetcar Service Plan; and,

• Maintain the streetcars and elements of the Streetcar System in accordance with this

agreement. DART maintenance responsibilities include streetcar signage, streetcar

stops, rubbish collection at the streetcar stops and the roadway within the streetcar

operating envelope including but not limited to the roadway pavement, pavement

markings, and track drainage systems.

• DART will continue to furnish the following facilities as long as DART is the O&M

services provider for the Streetcar System on behalf of CITY:

-Provide the light rail maintenance facility to store, repair, troubleshoot, test and

maintain the streetcar vehicles.

-Provide the use of the light rail mainline for the streetcar to travel from/to the

maintenance facility and the Streetcar alignment.

-Provide the light rail yard for storage and movement of the Streetcar vehicles.

-Provide the light rail carwash, cleaning platform for washing and cleaning of the

Streetcar vehicles.

-Provide the light rail maintenance bays and body shop for repair of the Streetcar

vehicles.

-Provide the traction power in the light rail yard and mainline for use of the

Streetcar vehicle.

-Provide warehouse space for storage of CITY owned spare parts.

• Warranty Administration. DART shall process warranty claims for streetcar vehicles,

systems, and equipment through its existing warranty claims process, to the full extent

of warranty coverage. Warranty claims shall be submitted directly to the responsible

manufacturer or vendor. Any restitution as settlement of any of these claims shall be

retained by DART and applied to the operation and maintenance of the streetcar system.

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• Material Management. DART shall procure, store and manage Streetcar System spare

parts. CITY shall reimburse DART for the cost of maintaining the necessary inventory

levels, supplies and consumables to support operation and maintenance of the Streetcar

System vehicles and equipment.

C. CITY Responsibilities

• Provide direction to DART in the development of the Dallas Streetcar Service Plan;

• Review and approve Streetcar System plans outlining enhancement or expansion plans

of the system;

• Ensure the installation and/or upgrade of the required utility connections and services to

Streetcar System facilities and right-of-way;

• Fund capital improvements and replacements of Streetcar System facilities and

equipment as necessary, including vehicles, throughout the useful life of the system in

accordance with established plans;

• Contract for any required service not assigned to DART under this Agreement.

• Provide funding for special fare media, revenue collection equipment and fare

enforcement for the System consistent with DART requirements.

• Undertake responsibility for all actions related to State Safety and Security Oversight

Program requirements and all necessary operations audits, including the Texas State

Department of Transportation's audits of the Dallas Streetcar System Safety Program

Plan as required.

• Reimburse DART for all activities conducted by DART for customer service, marketing

and the dissemination of information regard streetcar operations.

• Maintain the roadway outside of the streetcar operating envelope including but not

limited to the roadway pavement, pavement markings, traffic signage, joint use poles,

drainage systems, and driveways.

D. Ownership

• A general description of CITY owned streetcar equipment and facilities is in Appendix

A.

• DART shall not use or permit use by third parties of City-owned Streetcar System

facilities for any purpose other than operation and maintenance of the Streetcar System

except with approval of CITY.

• CITY retains the right to enter into sponsorship agreements associated with System

facilities and vehicles. DART shall provide access to the System facilities and vehicles

for application of signage and graphics associated with such sponsorship. Such signage

and graphics shall conform to existing DART policies.

E. Services Planning and Scheduling

• Dallas Streetcar Service Plan

o CITY shall provide DART with criteria for a proposed service plan no later than

January 30 each year for the coming fiscal year. The proposed service plan shall

include headways and hours of operation. CITY and DART shall meet to discuss

the plan prior to DART's implementation. If the parties cannot agree on the content

of the plan, the dispute resolution process described in this Agreement shall be used

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to resolve any disagreement. The service plan may be changed during the year upon

agreement of the parties in writing without the need to amend this agreement.

• Scheduling and Staff Assignments:

o Based upon the adopted service plan, DART shall prepare streetcar schedules and

assignments of personnel and equipment to meet the requirements of the plan.

• Special Events:

o CITY shall inform DART in writing at least 30 days prior to any special events that

may affect streetcar service. DART shall make every effort to provide personnel and

equipment for special events not listed in the annual service plan per CITY's request.

Special events known when the proposed annual service plan is prepared by CITY

shall be specified in that plan. Special events may include non-revenue service

operations associated with vehicle sponsorships. CITY agrees to reimburse DART

for all costs associated with performance of the requested special service(s) not

otherwise specifically included in the approved annual service plan. When

requested by CITY, DART shall provide a cost estimate for the special service(s)

prior to implementation.

• Customer Service: DART shall provide customer information to the public for the

Streetcar System.

o DART shall compile and print schedules for public dissemination and posting at

stations.

o DART shall maintain communications with the media about the Streetcar System,

including planning, design and construction activities, unless otherwise directed by

CITY.

o DART, as technical advisor, shall maintain communications with the media about

incidents or accidents involving the Streetcar System.

F. Operations

• Operations Plan:

o DART shall develop plans for regular service operations, known special services,

and emergency operations. DART shall develop operating procedures for the

guidance of its staff. Together, these plans shall constitute the Dallas Streetcar

Operations Plan (Operations Plan).

• Unusual Occurrence Report:

o DART shall notify CITY of an Unusual Occurrence Report covering Streetcar

System operations to CITY in a timely manner. This report shall include incidents

from any of the following:

Delays to trains exceeding 10 minutes

Streetcar vehicle fault suggesting a pattern of failure,

Incidents which require a report to the SSO or NTSB,

Any other event that is required to be reported to a regulatory

agency.

.

o DART shall promptly report to a CITY Streetcar Representative of any incident

resulting in information being given to the media, or which can reasonably be

expected to be reported in the public media. This report to CITY shall be given as

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soon as practicable after DART has dispatched its response personnel to deal with

the incident

• Bus Bridge

In case of Streetcar System service disruption, DART shall arrange for substitute bus

service, subject to vehicle availability, in accordance with its existing Standard

Operating Procedure governing such service. CITY shall reimburse DART for the cost

of the substitute bus service as provided herein, unless such disruption is caused solely

by DART.

G. Maintenance

• Overall Services. DART shall undertake its maintenance responsibilities in accordance

with the manufacturer's recommendations, warranty requirements, industry practices,

expertise of staff, and information provided by designers or installers of the equipment

or systems.

• Non-Revenue Vehicles and Equipment. DART shall provide Non-Revenue Vehicles to

be used in support of the System. The costs of such vehicles shall be reimbursed by

CITY.

• Tools and Equipment. CITY of Dallas shall reimburse DART for the cost of special tools

or test equipment not currently used by DART in the maintenance and/or operation of

its LRT system that DART shall use to perform its duties under this Agreement.

• Documentation. DART shall maintain copies of all as-built drawings, maintenance

manuals, training manuals, warranty books and vendor contact information for System

facilities and equipment in an electronic format mutually agreed upon by the Parties.

DART shall provide updates to this documentation as necessary throughout the life of

the project.

• Configuration Management. DART shall provide configuration management. DART

may propose changes to Streetcar System capital assets via a change proposal consistent

with the System Safety Program Plan.

• Facilities and Equipment Maintenance. DART shall maintain the Streetcar System

facilities and equipment.

• Facilities Repairs and Upgrades. Repairs and upgrades to facilities costs shall be the sole

responsibility of CITY. Prior to proceeding with such work, DART shall prepare a

proposal for required facilities upgrades and repairs and shall present the proposal to

CITY for written approval of scope, cost and schedule for the work contained in the

proposal. This cost may also be included in the annual proposed O&M budget.

• Vehicle Maintenance. DART shall maintain all vehicle elements of the System.

Heavy Repair and Major Overhaul. DART shall prepare a long-range capital

maintenance program for heavy repair and major overhauls of streetcars and

present the plan to CITY for approval of scope, cost, and schedule for the work

contained in the plan. The work contained in this plan is not considered ongoing

maintenance and all costs for this work shall be reimbursed by CITY.

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• Vehicle Storage. A fleet of four Streetcar vehicles are stored and maintained at the

DART Central Rail Operating Facility (CROF). Additional vehicles may require a new

streetcar storage and maintenance facility. Requirement will be included in the vehicles

PSA.

• Systems and Electrical Maintenance. DART shall maintain Streetcar System traction

power facilities and systems. This shall include both hardware and software elements of

traction power substations, overhead contact system, electrical switchgear, and

yard/shop power distribution. CITY shall maintain traffic signals. Train-to-wayside

communications (TWC) equipment shall be maintained by DART.

• Operator and Maintenance Training. CITY shall reimburse DART for training activities

necessary to train DART personnel in safe operating and maintenance procedures for

Streetcar System equipment and systems.

H. Safety

• System Safety Program Plan. On behalf of CITY, DART shall prepare, implement and

maintain a System Safety Program Plan (SSPP) for CITY approval, in accordance with

49 CFR 659, Rail Fixed Guideway Systems and State Safety Oversight.

• State Safety and Security Oversight. The Texas State Department of Transportation

(TXDOT) shall conduct audits of the Streetcar System SSPP. CITY and DART shall

develop corrective action plans to respond to any noted deficiencies. The cost of the audit

charged by the state, DART's cost in facilitating the audit and creating the corrective

plan, as well as costs incurred in correction of items contained in the corrective action

plan shall be reimbursed by CITY.

• System Security Plan. On behalf of CITY, DART shall include the Streetcar System in

its System Security Plan, All-Hazards Response Plans and associated training and

exercise programs.

• Police.

o DART Police shall have primary law enforcement jurisdiction on Dallas Streetcar

related matters, and may provide police services on Streetcar related matters

including but not limited to:

Patrolling transit property

Answering streetcar related calls for service

Preparing offense reports

Making arrests

Conducting follow-up criminal investigations

o DART officers may handle other activities on the System such as but not limited

to:

Resolving conflicts and disturbances

Rendering public assistance

Rendering first aid and/or calling for emergency medical services Investigating

offenses and accidents

Protecting crime scenes, arresting suspects and detaining witnesses

o Law enforcement activities by DART officers shall include matters that directly

impact the delivery of Streetcar services. DART officers are not expected to engage

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in a matter not occurring in conjunction with, not associated with, and/or not

connected to DART's operation of the System. This does not preclude providing

assistance to Dallas Police on non-DART related incidents when requested to do

so.

o DART officers are deployed to carry out their responsibilities through patrol

operations and by responding to calls for service. In any call, situation, incident,

scene or event where responsibilities are not addressed in this Interlocal Agreement,

DART officers are authorized and expected to yield responsibility for the call,

situation, incident, scene or event to Dallas Police upon their arrival.

• Police Method of Operation: The following guidelines apply to answering DART related

calls for service.

o Field Operations

DART officers shall respond to calls for service and may handle all crimes

involving Streetcars and Streetcar facilities (including streetcar stops) and

operations unless in certain circumstances, the Dallas Police Department

assumes responsibility for the incident.

Although the DART Police Department shall have primary jurisdiction for

Streetcar related offenses, Dallas Police officers may also respond to control

the situation, protect the crime scene, render first aid, detain suspects and

witnesses, or provide other services until DART Police arrive. In some cases,

Dallas Police may choose to take responsibility for an incident when doing so

would result in its resolution in a more timely manner if a DART Police officer

has not yet arrived on scene. They may at any time relinquish the scene to

DART Police upon their arrival.

E-911 calls received by the City of Dallas related to the System may be

forwarded to the DART Police Dispatch Center. The Dallas Police Department

may respond to E-911 DART related calls at their discretion. DART officers

may handle E-911 hang-ups that originate on DART property or DART or

Dallas Streetcar transit services forwarded by the City of Dallas.

DART officers may enforce traffic regulations pertinent to their jurisdiction

including traffic related violations occurring on DART bus routes or Dallas

Streetcar routes. DART officers may investigate minor accidents, and any

major accident involving DART or Dallas streetcar vehicles. Dallas Police may

decide to respond and begin working the accident if they deem it is in the best

interest of safety to clear the roadway. They may at any point relinquish the

accident to DART Police upon their arrival if they choose to do so.

DART officers, as determined by each circumstance, shall transport to the

appropriate detention facility and book any person they arrest.

Performance Requirements and Reporting. DART shall compile and report ridership and

performance data.

Material Management. DART shall process warranty claims for the vehicles, systems and

equipment through its existing warranty claims process, to the full extent of warranty

coverage. Warranty claims shall be submitted directly to the responsible manufacturer or

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vendor. Any restitution as settlement of any of these claims shall be retained by DART

and applied to the Streetcar project.

I. Compensation

• Operating and Maintenance Costs: This section defines how CITY shall compensate

DART for its work associated with operation and maintenance of the Streetcar System.

• Operating and Maintenance Cost. Operating and Maintenance Cost (O&M Cost) refers

to the cost to provide the level of service identified in CITY approved Dallas Streetcar

Service Plan. DART shall provide to CITY a cost proposal to implement the Dallas

Streetcar Service Plan. The O&M Costs shall be calculated annually beginning on the

first day of revenue passenger operations for each fiscal year. The Dallas Streetcar

Service Plan and its related O&M Cost Proposal shall be provided to CITY no later than

March 30 each year for the coming fiscal year. O&M Costs shall include direct and

indirect costs of staff involved in carrying out the work described in this agreement and

the Dallas Streetcar Service Plan and the overhead support for that staff. In addition,

equipment, materials, parts, supplies, electricity and third-party contracts associated with

maintaining and operating the Streetcar System shall be identified and included in O&M

Cost Proposal. DART will use an established O&M model for calculating O&M costs.

DART shall review and update the O&M model annually to account for anticipated

changes in cost.

• Major Repairs and Capital Upgrades Cost. Major repair and upgrade cost refers to the

cost to provide the necessary repairs or upgrades that are not considered routine O&M.

DART shall provide to CITY a cost proposal to implement major repairs or upgrades by

March 30 each year for the coming fiscal year. Costs shall include direct and indirect

costs of staff involved in carrying out the work and the overhead support for that staff.

• Funding O&M. O&M funding sources are as follows:

o DART O&M Contribution: O&M funds from DART were identified in the

Streetcar System Financial Plan adopted by DART, CITY, and the North

Central Texas Council of Governments in April 2011 as part of the

Interlocal Agreement for the Dallas TIGER Funded Streetcar Starter Line.

DART will continue to provide a portion of annual O&M funding for the

Starter Line per DART Board Resolution 110041, (See Attachment XXX)

o FARE Collection: Funds, if any, collected as fare for riding the streetcar

shall be used to offset the streetcar O&M cost. These funds will be

estimated by DART each year as a part of the annual O&M cost proposal.

o CITY O&M Contribution: CITY shall reimburse DART for the remaining

O&M costs beyond the DART Contribution and the Fare Collection.

o Payment of the O&M costs shall be as follows:

- DART shall provide CITY with documentary evidence in the form of a draw

request, including applicable invoices, requisitions, or receipts documenting

the costs incurred by DART relating to DART Services. Invoices will be

submitted to CITY Streetcar Representative.

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- No portion of the Operating and Maintenance funds may be expended on any

costs other than services related to CITY approved Dallas Streetcar Service

Plan and upgrade services approved by CITY in the annual budget request.

- This agreement does NOT create any obligation for DART to be responsible

for providing any funding for the planning, construction, rail vehicle or rolling

stock acquisition, maintenance or operation or any other expense related to the

System.

Other mutually agreed upon costs related to the Streetcar System shall be

reimbursed by CITY to DART based on costs agreed upon in advance of the

expenditure.

• Fares and Fare Media. The Streetcar fare will fit into the DART fare structure using the

new contactless payment cards. Customers will tap the card to the validator on board the

streetcar vehicle. If the customer has a valid DART pass, no additional charge to board

the streetcar. If the customer does not have a valid pass, the customer will be charged

$1.00 using the DART payment card (credited towards the additional charge for the

purchase of a DART midday pass, AM pass, or PM pass, if the customer transfers to a

DART bus or train within the midday, AM or PM timeframe)

• Fare Enforcement: The Streetcar fare will be verified by DART fare enforcement in

same manner as on DART’s light rail system.

• Adjustment of Costs due to Changes in Service Plan. Any change in compensation due

to changes in the Service Plan during the year, including costs associated with special

events requested by CITY, shall be calculated by DART and included in the monthly

invoice for the month in which they occurred.

• Other Operating and Maintenance Cost Adjustments. The Parties acknowledge that there

may be unforeseen, non-recurring costs such as emergencies or other material costs

arising from circumstances beyond DART's control. In an emergency, DART shall

notify CITY of an upcoming expenditure. CITY's Streetcar Representative may give

verbal approval of emergency expenditures, provided that, within two working days of

receiving approval, DART shall provide CITY with a written description of the work, a

proposed schedule for completion, and an estimated cost and confirmation of the verbal

approval. In non-emergency cases, DART shall provide CITY with the written

documentation described above prior to incurring any costs.

Service Expansion and Associated Improvements. CITY shall retain responsibility for necessary

improvements or modifications of vehicles, equipment or facilities required to support service

levels agreed to in the Dallas Streetcar Service Plan, including but not limited to track extensions

or modifications, modifications to facilities and equipment, additional stations, new vehicle

storage and maintenance facilities, increased substation capacity, traffic signal modifications or

increased car fleet.

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ARTICLE VI

MISCELLANEOUS PROVISIONS

1. Recordkeeping. DART shall maintain a record keeping system for all activities, including

program records and financial management records, which support and document all

activities and expenditures of funds made under this Agreement, in accordance with

applicable federal regulations, applicable state rules, and this Agreement. This section shall

not be interpreted to require maintenance of multiple exact duplicate copies of any record

or document.

2. Record Retention. Records pertaining to the Streetcar System shall be retained by the

Parties as specified by their respective record retention schedules and federal grant

requirements.

3. Audits by CITY, and DART. CITY, and DART reserves the right to perform audits of

records related to this Agreement. Audits may encompass an examination of all financial

transactions, all accounts and reports, as well as an evaluation of compliance with the terms

and conditions of this Agreement. Audits shall NOT be allowed to delay the Project or the

performance of any Party to this Agreement.

4. Subcontracting. Nothing in this agreement shall prevent DART from using a contractor or

agent to perform the duties and responsibilities contemplated by this Agreement. If DART

contracts with another entity or individual to perform any or all of its obligations under this

Agreement, DART shall enter into written contractual agreements requiring such entity or

individual to comply with the applicable provisions of this Agreement.

5. Indemnification. To the extent permitted by law, DART and CITY agree that each is

responsible for its individual acts and deeds as well as the acts and deeds of their respective

contractors, employees, representatives and agents and each agrees that it shall indemnify,

defend and hold the other party harmless from and against all claims, damages, lawsuits,

judgments, costs, attorneys' fees and expenses directly arising out of or as a direct result of

any such deeds or acts; provided, however, that nothing in this agreement shall be

interpreted as a waiver of governmental immunity on behalf of either party.

6. Contractual Relationship. It is understood and agreed that the relationship described in this

Agreement between the parties iscontractual in nature between independent parties and is

not to be construed to create a partnership of joint venture or agency relationship between

the parties. Nor shall any party be liable for any debts incurred by the other party in the

conduct of such other party's business or functions.

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7. Compliance with Laws, Regulations, and Policies. During the performance of this

Agreement, each party, for itself, its assignees, and successors agrees to comply with all

applicable local, state, and federal regulations

8. Captions. The captions, headings, and arrangements used in this Agreement are for

convenience only and shall not in any way affect, limit, amplify, or modify its terms and

provisions.

9. Disputes. CITY and DART shall negotiate (agree to use their best efforts to resolve any

disputes arising) in good faith toward resolving any disputes that arise under this

Agreement. CITY Streetcar Representative and the DART Streetcar Project Manager shall

communicate regularly to discuss the status of the tasks and services to be performed and

to prevent disputes from arising. Except as otherwise provided in this Agreement, the

Parties agree to use the following dispute resolution process.

a. Step One. CITY's Streetcar Representative and DART's Streetcar Project Manager

shall confer and attempt to resolve the dispute within ten (10) business days of

written notification by either party

b. Step Two. In the event CITY's Streetcar Representative and DART's Streetcar

Project Manager are unable to resolve the dispute within ten (10) business days as

provided in Step One, either Party may refer the dispute to the City Manager and

DART's President/Executive Director. They shall confer and attempt to resolve the

dispute within ten (l0) business days of receiving the referral.

c. Prerequisite to Litigation. Neither Party shall have the right to seek relief in a court

of law until and unless these first two procedural steps are exhausted.

d. Mediation. In the event the Parties are unable to resolve the dispute utilizing the

process set forth, the Parties may, by agreement, choose to submit the matter to a

nonbinding mediator. The Parties shall share equally in the cost of the mediation.

Mediation shall not be a prerequisite to litigation.

e. Continued Performance. At all times during the course of the conflict or dispute

resolution efforts, the Parties agree to continue to perform their respective

responsibilities under this Agreement.

10. Governing Law. This Agreement shall be construed and enforced in accordance with the

laws and court decisions of the State of Texas.

11. Notice. Notices to either party by the other party required under this Agreement shall be in

writing and delivered to the addresses shown below. Notices shall be either personally

delivered, sent by certified mail, return receipt requested, postage prepaid. All notices or

requests shall be sent to CITY and DART addressed as follows:

a. If to DART: Gary C. Thomas, President/Executive Director Mailing Address: P. O.

Box 660163 Dallas, Texas 75266 Physical Address: 1401 Pacific Avenue Dallas,

Texas 75202

b. If to CITY: T.C. Broadnax, City Manager 1500 Marilla Street, 4DN Dallas, Texas

75201

c. DART: DART Streetcar Director Dallas Area Rapid Transit 1401 Pacific Avenue

Dallas, Texas 75202

d. City of Dallas: CITY Streetcar Representative Dallas City Hall 1500 Marilla

Dallas, Texas 75201

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e. The above contact information may be modified without requiring an amendment

to the Agreement.

12. Number and Gender. Whenever used herein, unless the context otherwise provides, the

singular number shall include the plural, the plural the singular, and the use of any gender

shall include all other genders.

13. Severability and Legal Construction.

a. In the event any one or more of the provisions contained in this Agreement shall be

for any reason held to be invalid, illegal, or unenforceable in any respect, such

invalidity, illegality, or unenforceability shall not affect any other provision(s)

hereof, and this Agreement shall be revised so as to cure such invalid, illegal, or

unenforceable provision(s) to carry out as near as possible the original intent of the

Parties.

b. The parties acknowledge that this Agreement is an "arms length" agreement,

entered into by CITY and DART freely, without duress, coercion or any undue

influence. No presumption will apply in favor of either party in the interpretation

of this Agreement or in the resolution of any ambiguity of any provision of this

Agreement.

14. Merger and Amendment. This instrument constitutes the entire agreement of the parties

with respect to the matters contemplated herein and it may be modified or amended only

in writing, signed by all parties hereto.

15. Nondiscrimination. In its performance of this Agreement, DART and CITY each warrant

that it shall not discriminate against any person on account of race, color, sex, religious

creed, age, disability, ethnic or national origin. or veteran status.

16. No Waiver. Neither party shall be deemed, by any act or omission, to have waived any of

its rights or remedies hereunder unless such waiver is in writing and signed by the waiving

party, and then only to the extent specifically set forth in such writing. A waiver with

reference to one event shall not be construed as continuing or as a bar to or waiver of any

right or remedy as to a subsequent event.

17. Waiver or default. Waiver of any default under any provision of this Agreement shall not

be deemed to be a waiver of any subsequent default and shall not be construed to be a

modification of the terms of this Agreement.

18. Authority. The Parties agree to implement the activities included in this Agreement as

authorized by and consistent with applicable regulations detailed in the following

documents, and any updates to these documents:

a. Title 49 United States Code Chapter 53; and,

b. The Interlocal Cooperation Act, Chapter 791, Texas Government Code; and,

c. Program Fraud Civil Remedies, 49 CFR Part 31; and,

d. Uniform Administrative Requirements for Grants and Agreements to State and

Local Governments; 49 CFR Part 18; and,

e. Any notification containing special conditions or requirements, if issued.

19. Rights and Remedies. The rights and remedies of the Parties to the Agreement are in

addition to any other rights and remedies provided by law, except as otherwise provided in

this Agreement.

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20. No Employee Relationship. Each Party and its employees, agents, consultants and

representatives shall not be deemed or construed to be employees or agents of the other

Party. No employee, agent, consultant or representative of either Party shall make any

claim, demand, or application to or for any right or privilege applicable to an officer or

employee of the other Party. Each Party shall be solely responsible for any claims for wages

or compensation by its employees, agents, and representatives, including consultants and

shall indemnify and hold the other Party harmless from any such claims.

21. Force Majeure. If any Party is rendered unable, wholly or in part, by a Force Majeure, to

perform or comply with any obligation or condition of this Agreement then, upon giving

notice and reasonably full particulars to the other Party, such obligation or condition shall

be suspended only for the time and to the extent reasonably necessary to allow for

performance and compliance and restore normal operations.

22. Binding on Successors and Assigns. This Agreement, together with all exhibits and

attachments now or hereafter made a part, shall be binding on the Parties hereto and their

respective, successors and assigns.

23. Warranty of Right to Enter into Agreement. The Parties each warrant they have the

authority to enter into this Agreement and that the persons signing this Agreement on

behalf of each Party have the authority to bind that Party.

24. Exhibits. All exhibits referenced in and attached to this Agreement are incorporated by this

reference.

25. Amendments and Modifications. This Agreement and its exhibits shall only be amended

or modified by mutual agreement of the Parties in writing unless otherwise specified in this

agreement.

26. Survival of Certain Provisions. The following sections shall survive any termination or

expiration of this Agreement:

a. Audits, Inspections and Reports

b. Indemnification

c. Risk Management Program

d. Workers' Compensation

e. Dispute Resolution

f. Termination

g. Effective Date and Term

27. Authorization to Act. By their signatures below, the representatives of CITY and DART

state that they are authorized to enter into this Agreement. CITY and DART will each

provide documentation that this Agreement has been authorized by its respective governing

body.

28. Code of Conduct. DART shall enforce its code of conduct on the Streetcar System and at

streetcar stations.

29. Property Damage Insurance. CITY shall insure the streetcars, spare parts, equipment,

platforms and the streetcar facilities under its property damage insurance coverage. In the

event a City vehicle is so damaged that CITY determines to replace it rather than have it

repaired, such replacement vehicle shall be procured by CITY or by DART at CITY’s

expense. CITY shall be solely responsible for its deductible and the prosecution and

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handling of all first party claims with its insurer(s). CITY shall cause its insurer(s) to waive

its rights of subrogation and the CITY ‘s rights of recovery against DART.

30. Risk Management Program. CITY understands, acknowledges and agrees that DART is

self-funded for all of its liability exposures. DART agrees to maintain, through its self-

funded program or an alternative risk of loss financing program, coverage for all of its

liability exposures for the duration of this Agreement. DART agrees to provide CITY with

at least 30 days prior written notice of any material change in DART's self-funded program

or alternative risk of loss financing program. DART agrees that nothing in this Section or

in DART's Risk Management Program shall limit or modify in any way DART's indemnity

obligations under this Agreement.

31. Workers' Compensation. CITY understands, acknowledges and agrees that DART is self-

funded for all of its Workers' Compensation liability exposures. DART agrees to maintain,

through its self-funded program or an alternative risk of loss financing program, coverage

for all of its Workers' Compensation liability exposures for the duration of this Agreement.

DART agrees to provide CITY with at least 30 days prior written notice of any material

change in DART's self-funded program or alternative risk of loss financing program. The

cost of including the Streetcar System activities under this Agreement in its self-funded

program or alternative risk of loss finance program shall be included in the calculation of

the O&M cost and shall be subject to reconciliation adjustment as part of the Annual

Review.

32. Process: Claims involving injuries to persons and property damage of others and recovery

claims for injuries and damage to Streetcar System personnel shall be paid and handled,

including defense of litigation, by the DART Risk Management Program in accordance

with established claims handling practices.

33. Notice of Occurrence. Upon the happening of any occurrence or accident reasonably likely

to involve participation by CITY, written notice shall be given to CITY as soon as

practicable.

34. Assistance and Cooperation. CITY shall not be called upon to assume charge of the

settlement or defense of any claim made or suit brought or proceeding instituted against

DART arising out of the Operations and Maintenance of the Streetcar System but CITY

shall have the right and shall be given the opportunity, at its own expense, to associate with

DART in the defense and control of any claim, suit or proceeding relative to an occurrence

where the claim or suit involves or appears reasonable likely to involve CITY’s 's payment

obligation, in which event DART and CITY shall cooperate in all things in the defense of

such claim, suit or proceeding. CITY and DART further agree to fully cooperate in the

enforcement of any right against any person or entity which may be liable for the injury or

damage arising out of the Operations and Maintenance of the Streetcar System and or

damage or impairment to any Streetcar System asset.

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35. Rights and Remedies. The rights and remedies of the Parties to the Agreement are in

addition to any other rights and remedies provided by law, except as otherwise provided in

this Agreement.

36. No Joint Venture or Partnership. No joint venture or partnership is formed as a result of

this Agreement.

37. No Third Party Rights: It is understood and agreed that this agreement is solely for the

benefit of the Parties hereto and gives no right to any other party. Nothing in this

agreement, whether expressed or implied, is intended to confer rights or remedies under or

by reason of this Agreement on any persons other than the Parties.

38. Compliance with Laws. Each Party shall comply, and to the best of its ability shall ensure,

that its employees, agents, consultants, contractors and representatives comply with all

federal, state, and local law, regulations, and ordinances, including, but not limited to,

applicable public works and procurements laws and regulations, bonding, prevailing wage,

nondiscrimination, retainage, insurance, and workers compensation requirements.

39. Licensing and Certification of Employees. Each Party shall comply, and to the best of its

ability shall ensure, that its employees, agents, consultants, contractors and representatives

comply with all federal, state and local licensing, registration, filing and/or certification

standards, all applicable accrediting standards, and any other standards or criteria

established by any agency of the State of Texas or of the federal government applicable to

the work or services for which it is responsible under this Agreement.

40. Venue. Any legal action between the Parties with regard to this Agreement shall be brought

in Dallas County.

41. Notice All written notices required in this Agreement shall be either personally delivered,

sent by certified mail, return receipt requested, postage prepaid. All notices or requests

shall be sent to CITY and DART addressed as follows:

DART: DART Streetcar Director

Dallas Area Rapid Transit

1401 Pacific Avenue

Dallas, Texas 75266-7213

City of Dallas: CITY Streetcar Representative

Dallas City Hall

1500 Marilla

Dallas, Texas 75201

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ARTICLE VII

PROJECT SPECIFIC AMENDMENTS

A. Purpose: It is anticipated that DART, on behalf of CITY, will procure additional services

for planning, designing, and constructing future capital improvements on the streetcar

system. These services will be performed in accordance with this agreement and will be

further defined separately for each project in a Project Specific Amendments (PSA).

B. The Parties shall in good faith negotiate one or more additional agreements that provide

for the connection of the Project to the DART Light Rail Transit System.

C. DART agrees to not perform these services or seek reimbursement from CITY without the

executed PSA.

D. Each PSA shall include:

a. DART Scope of Work

b. CITY Scope of Work

c. Scope for Right-of-Way acquisition

d. Project Map

e. Project Schedule

f. Project Budget

g. Source of project funds

h. Project payment schedule

i. Additional project requirements such as grant funding restrictions, if any

j. Deviations from this agreement, if any

E. In the event that an unforeseen event or issue is expected to substantially alter the scope of

work, increase the project cost, or delay the project schedule for performance of any

contract awarded by DART under this Agreement, DART shall obtain authorization from

CITY prior to approving the change in scope, cost, or schedule.

F. Upon completion of the respective contract requirements, DART shall separately issue

"Final Acceptance" to each respective contractor for facilities design and construction and

to the streetcar vehicle manufacturer acknowledging the Project's completion.

G. DART shall provide sufficient documentation to CITY to demonstrate compliance with

federal procurement requirements as a condition precedent of reimbursement.

H. Repayment of Excess Funds. Upon completion of the Project, any funds due by one Party

to another will be promptly paid by the owing Party.

I. Any Project costs in excess of those described in the Project Budget shall be paid by CITY.

J. Project Maintenance: Unless otherwise stated in the PSA, during design and construction

of the Project, and during manufacture, testing, training, DART shall be responsible for the

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maintenance and protection of the Project as a part of its scope of work as the Project's

Technical Advisor/Owner's Representative for which it shall be entitled to reimbursement.

K. Ownership of Documents. Upon completion of a project all project reports, design plans,

specifications, cost estimates, contract submittals, project related certificates, inspection

reports, as-built or record drawings plus all other documents that demonstrate the function

or condition of the project or project assets shall become property of CITY. DART, as

required by law or subject to DART’s convenience, may maintain copies of these

documents.

L. Insurance. DART shall require the design professionals and project contractors to provide

surety bonds and insurance of the types and amounts needed to protect the interests of

DART, CITY and any public agencies providing funds for the project. Before beginning

work, DART shall provide CITY with a fully executed copy of a Certificate of Insurance,

or copies of policies or endorsements when necessary, verifying the existence of the

required coverage for all persons and entities working on the Project. This coverage shall

be maintained until all work is complete and for a three-year extended reporting period

after completion. If coverage is not maintained, all work shall cease immediately, and

DART and/or CITY may recover damages allowed by law.

M. CITY Project Representative: Immediately following execution of a PSA CITY shall, by

written notification to DART, designate an individual to act as its Project Representative

". CITY Project Representative shall be available to represent and act on behalf of CITY

within the limits described in the written notification, and, shall to the limits agreed to by

the Parties, be involved in the Project developments on a day-to-day basis. CITY Project

Representative shall be kept informed by DART of any major developments or issues

associated with the Project that arise from time-to-time as the Project progresses.

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APPENDIX A

DALLAS STREETCAR PROJECT

TIGER Funded Streetcar Assets subject to this agreement:

1. Approximately 1.5 miles of Streetcar Track from Union Station to the Colorado

Boulevard / Beckley Avenue intersection (including rail, switches, overhead power

supply, and signals)

2. 800 feet of connector track from DART mainlines to Union Station

3. Traction Power Substation at Greenbrier Lane

4. Streetcar Stop at Union Station

5. Streetcar Stop at Greenbrier Lane

6. Streetcar Stop at Oakenwald Street

7. Streetcar Stop at Colorado Boulevard and Beckley Avenue

DART Funded Streetcar Assets

1. Streetcar Vehicle 301

2. Streetcar Vehicle 302

Other Streetcar Assets:

1. Streetcar Vehicle 303

2. Streetcar Vehicle 304

3. Approximately 0.75 miles of Streetcar Track from the Colorado Boulevard / Beckley

Avenue intersection to the Zang Boulevard / 7th Street intersection (including rail,

switches, overhead power supply, and signals)

4. Traction Power Substation at Beckley Avenue

5. Streetcar Stop at West 6th Street

6. Streetcar Stop at Davis Street

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