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SAN JOAQUIN COUNCIL OF GOVERNMENTS
INTERAGENCY TRANSIT COMMITTEE SJCOG Conference Room 555 E. Weber Avenue, Stockton, CA 95202
Monday, March 2, 2020 1:30 PM
Teleconference Number: 1-650-479-3208 Participant Code: 805 691 160 Attention Callers: Please mute the call unless speaking
The San Joaquin Council of Governments is in compliance with the Americans with Disabilities Act and will make all reasonable accommodations for the disabled to participate in employment, programs and facilities. Persons requiring assistance or auxiliary aid in order to participate should contact Rebecca Calija at (209) 235-0600 at least 24 hours prior to the meeting.
A G E N D A
1. Call to Order / Introductions
2. Intercity Transit Service – Chesley DISCUSSION
3. ITC Voting Structure and Voting Procedures – Campos ACTION
4. Report on Van Go! Service in Manteca and Tracy Federal ACTION Urbanized Areas (UZA) – Campos
5. Low Carbon Transit Operations Program FY 19/20 DISCUSSION Funding Distribution – Niblock
6. Masabi Contract – Campos INFORMATION
7. Other Matters of Business
8. Meeting Adjourned to Monday, April 6, 2020 at 1:30 p.m.
PARKING: For your convenience, parking is available at the COG Regional Center. There is additional parking available at Public Parking Lot K, located on American Street, just south of Weber Avenue. Additional meter parking is available on Weber Avenue.
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AGENDA ITEM 2 3
Intercity Transit Facts
Round Trips Per Day (Weekday): 90 - 8.5 91 - 7 93 - 8 97 - 3.5 23 - 7.5
Round Trips Per Day (Weekend): 90 - 0 91 - 0 93 - 0 97 - 4 23 - 7.5 4 5 6 7 8
Proposal for Consideration by RTD in response to Intercity Transit Services in San Joaquin County Revised: February 3, 2020
The Transit Managers from the Cities of Escalon, Lodi, Manteca and Tracy (“Transit Managers”) have met to discuss the San Joaquin Regional Transit District (RTD)’s concern regarding the provision of intercity transit services outside the City of Stockton and unincorporated County areas. It is understood that RTD wishes to have the service costs which exceed the deficit funded by the local jurisdictions served by the intercity service.
The Transit Managers agree that, collectively, the cities of Escalon, Lathrop, Lodi, Manteca, Ripon and Tracy (“Expanded Area Cities,” as defined in the 1994 Measure K Master Agreement) should support the intercity system. The intercity system transports residents between our cities and Stockton and was originally created as a result of the Unmet Transit Needs process in 1994.
The Transit Managers also believe that a redesigned intercity system to maximize ridership will ensure continued success and address the following principles:
1. Connects all seven incorporated cities in the most cost efficient manner possible (could mean a combination of demand response and/or deviated fixed route); 2. Integrating with the five municipal operated transit systems and RTD local routes in Stockton and unincorporated County areas; 3. Does not duplicate municipal operated transit systems or local routes provided by RTD in the City of Stockton or unincorporated County areas; 4. Utilizes all available regional funding as first priority for operational and capital needs; 5. Should operate at the baseline within available regional funding and proportionally based on an equitable formula for cost sharing between all jurisdictions should regional funding be exhausted; and 6. Should involve the participation of the Transit Managers of the municipal operated transit systems in the system design and coordination.
Based on a review of the 1994 Measure K Master Agreement and the 2013 Measure K Finance Plan, it is believed that an intercity system can be funded without the need for Local Transportation Fund (LTF) support from the local jurisdictions.
Using RTD’s factor of $133.04 per revenue hour of operation, the attached summary proposes an intercity system that would consist of five (5) weekday and a possible three (3) weekend routes, connecting all seven cities, including Modesto. These routes would operate between a span of service on weekdays from 6 a.m. to 7 p.m. and on weekends from 9 a.m. to 5 p.m. at an estimated 18,139 revenue hours per year and at a cost of approximately $2,413,185.33. Without weekend service, the cost drops to $2,054,228.51.
It is our understanding that through the current Measure K supplemental agreement, RTD receives $1.8 million per year through FY 19/20 to operate the intercity system and that approximately $139,512 in fare revenue is collected annually on these routes as they exist today.
To that end, and in accordance with the 1994 Measure K Agreement, the Transit Managers would consider the use of other funds (identified in the prioritized list below), as long as adequate
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9 performance and cost data demonstrates the need for additional funding above and beyond the current level RTD already receives, as described in the aforementioned paragraph. Those sources of funding (described in more detail in the attached Summary of Proposed Intercity System) are as follows:
1. Measure K funds allocated by SJCOG; 2. Fare revenue; 3. FTA Section 5311 for the rural connections between Escalon and Manteca and Tracy and Lathrop (via Banta); 4. Low Carbon Transit Operations Program (LCTOP); 5. SB 1 State of Good Repair (SGR) funds; 6. State Transit Assistance (STA) funds (regional 99313 and 99314); and 7. Modesto Measure K funding (as it is available from a sponsoring city eligible for these funds).
While we understand some of these funds are restricted, (i.e., 5311 can only be used for rural routes, LCTOP can only be used for new services, SGR for preventative maintenance and STA can be used for regional transit systems purposes per the 2017 SJCOG policy), we believe that these are the most appropriate funds to support this type of system as opposed to LTF.
The Transit Managers believe that with these future funding sources, which are permanent and sustainable, the use of LTF would no longer be needed from the City of Stockton and unincorporated County Areas to cover the provision of the intercity transit services.
With the intercity system funded through the suggested sources above, should any City desire additional transit services that are “intracity” in nature, that City should enter into an agreement with RTD for that service with whatever funding source they choose.
Van Go was launched as a new and premium service that could potentially duplicate the intercity system. While it can be a component of the intercity system, it should be at the reduction of a corresponding lower producing intercity deviated fixed route. Should Van Go be the preferred service for addressing intercity needs going forward, Van Go should be considered as a replacement to the intercity system or a supplement to the intercity system within available financial resources that do not require the use of LTF.
cc: City Managers and Public Works Directors of the Cities of Escalon, Lodi, Manteca, Lathrop, Ripon and Tracy San Joaquin County Administrative Officer SJCOG Executive Director RTD Chief Executive Officer and Deputy Chief Executive Officer
Attachment: Summary of Proposed Intercity System
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Summary of Proposed Intercity System Proposed Routes Route 90: Tracy Transit Station to DTC via Lathrop Save Mart, Banta and San Joaquin General Hospital
Route 91: DTC to Modesto Vintage Faire Mall via Ripon Bethany Home and Manteca Transit Center
Route 93: Lodi Station to Hammer Triangle Station
Route 95: DTC to Modesto Vintage Faire Mall via Manteca Transit Center and Escalon Park and Ride Lot
Route 97: Tracy Transit Station to Manteca Transit Center via Lathrop/Louise Road
Optional Weekend Service
Route 790: Tracy Transit Station to DTC via Lathrop Save Mart, Banta and San Joaquin General Hospital
Route 793: Lodi Station to Hammer Triangle Station
Route 795: DTC to Modesto Vintage Faire Mall via Manteca Transit Center, Escalon Park and Ride Lot and Ripon Bethany Home.
Available and Potential Funding Streams
Priority Estimates based on FY 2018-2019 Funding Sources: 1 Measure K $ 1,800,000 2 Fare Revenue (15% minimum standard) $ 362,003 3 FTA 5311 (RTD + Escalon)*** $ 428,720 4 99313 LCTOP (Less SJRRC)* $ 1,034,546 5 99314 LCTOP (Less SJRRC)* $ 137,177 6 99313 State of Good Repair (Less SJRRC)**** $ 877,991 7 99314 State of Good Repair (Less SJRRC)**** $ 97,998 8 99313 STA (Less SJRRC)** $ 4,191,872 9 99314 STA (Less SJRRC)** $ 639,056 Potential Revenue Available $9,569,363
*Since the intercity transit system is redesigned, the Transit Managers have been advised by Caltrans that LCTOP funds could be eligible, especially with new Routes 95 and 97. **The 1994 Measure K Agreement mentions that STA funds would be used to fund the intercity system, however, RTD has not included these funds in their proposed budget. ***FTA Guidelines dictate that Section 5311 funds must connect rural areas to urban areas. Therefore, the routes would need to serve unincorporated areas and Escalon in San Joaquin County to be eligible. Page 3 of 4
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****SGR would cover the preventative maintenance costs paid to transit contractor for the intercity routes, and any future intercity bus replacement costs. Current and Proposed Costs Using RTD’s rate of $133.04, which includes contractor rate of $52.15 per revenue hour (which includes operations and maintenance).
Summary Weekday (251 days)
Proposed Difference Current cost Proposed cost Daily Between based off based off Current Daily Revenue Current and $133.04 per $133.04 per Route Revenue Hours Hours Proposed revenue hour revenue hour 23 16.45 - (16.45) $ 549,315.51 $ - 90 19.57 14.00 (5.57) $ 653,501.79 $ 467,502.56 91 16.41 8.82 (7.59) $ 547,979.79 $ 294,526.61 93 14.25 12.42 (1.83) $ 475,850.82 $ 414,630.25 95 - 11.28 11.28 $ - $ 376,673.49 97 5.77 15.00 9.23 $ 192,677.84 $ 500,895.60 99 - - - $ - $ - Total 72.45 61.52 (10.93) $ 2,419,325.75 $ 2,054,228.51
Weekend (107 days) 723 15.44 - (15.44) $ 219,792.72 $ - 790 - 7.83 7.83 $ - $ 111,509.69 793 - 8.42 8.42 $ - $ 119,813.61 795 - 8.97 8.97 $ - $ 127,633.52 797 15.03 - (15.03) $ 213,956.26 $ - Total 30.47 25.22 (5.25) $ 433,748.98 $ 358,956.82
Total Cost $ 2,853,074.73 $ 2,413,185.33
Current Annual Revenue Hours: 21,445.24 Proposed Annual Revenue Hours: 18,138.80
Proposed Annual Revenue Hours Without Weekends 15,441.52 Due to rounding, the numbers projected may not match RTD's letter submitted to SJCOG Board on 1-22-20. 251 weekdays, 53 Saturdays and 54 Sundays (includes 3 holidays (MLK Day, Presidents Day, Veterans Day)). ***7 holidays are No fixed route service (New Years, Easter Sunday, Memorial Day, Indpendence Day, Labor Day, Thanksgiving Day and Christmas Day)
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AGENDA ITEM 3 13
March 2020 ITC
STAFF REPORT
SUBJECT: ITC Voting Structure and Voting Procedures
RECOMMENDED ACTION: ITC members choose a voting structure and voting procedures
DISCUSSION:
ITC members expressed interest in adopting a voting structure and voting procedures to ensure that policies, projects, decisions, and recommendations have action. Additional comments we made during the January 2020 ITC meeting. Some comments suggested that in order for a jurisdiction to be represented with a voting member at ITC, that jurisdiction must operate a transit system (either directly with its own employees or by contract to a public agency or a private company). If a jurisdiction does not operate a public transit system as defined in the TDA, then that jurisdiction would not participate until at such time that they do operate a public transit system. Below are four options that reflect feedback received from the January 2020 ITC Meeting.
VOTING STRUCTURE:
Option 1.a
Jurisdiction RTD ACE Manteca Lodi Tracy Escalon Ripon Lathrop Total Votes 2 2 1 1 1 1 1 1 10
Votes needed for a motion to pass: 6 Number of members needed for a quorum: 6
Option 1.b
Jurisdiction RTD ACE Manteca Lodi Tracy Escalon Ripon Total Votes 2 2 1 1 1 1 1 9
*When the City of Lathrop contracts for or develops its own transit system, then option 1.a would take option 1.b’s place. Votes needed for a motion to pass: 5 Number of members needed for a quorum: 5 14
Option 2.a Jurisdiction RTD ACE Manteca Lodi Tracy Escalon Ripon Lathrop Total Votes 3 2 1 1 1 1 1 1 11
Votes needed for a motion to pass: 6 Number of members needed for a quorum: 6
Option 2.b
Jurisdiction RTD ACE Manteca Lodi Tracy Escalon Ripon Total Votes 3 2 1 1 1 1 1 10
*When the City of Lathrop contracts for or develops its own transit system, then option 2.a would take option 2.b’s place. Votes needed for a motion to pass: 6 Number of members needed for a quorum: 6
ADDITIONAL CONSIDERATIONS:
• ITC members must have the authority to make decisions on behalf of their agency. • Alternates to the regularly attending member must be allowed to vote in their absence. • A list of members and alternates will be identified. • Each jurisdiction’s vote will carry the weight identified in the chosen voting structure option. Jurisdictions with more than 1 vote will not be required to send the number of employees equal to their voting weight.
BACKGROUND:
The ITC was established in August 2004 by the SJCOG Board to improve communication and coordination among the transit agencies within San Joaquin County. The ITC will continue to serve this purpose and the creation of a voting structure will enable policies, projects, decisions, and recommendations to move forward. This will result in increased transparency and coordination amongst operators.
NEXT STEPS:
The next step is for the ITC to select a voting structure during this meeting.
Prepared by: Joel Campos, Associate Regional Planner 15
AGENDA ITEM 4 16
March 2020 ITC
STAFF REPORT
SUBJECT: Report on Van Go! Service in Manteca and Tracy Federal Urbanized Areas (UZAs)
RECOMMENDED ACTION: Approve Section 5307 Transit Expenditure of $250,000 from Manteca UZA and $250,000 from Tracy UZA
SUMMARY:
Van Go!, operated by RTD, is approaching its one-year of citywide operations this March 2020. This staff report provides an overview of the results of service to date and discusses whether federal funding (in the Tracy and Manteca Urbanized Areas) should continue for the second year of operations. While the data shows that service is not performing cost-effectively, RTD has proposed operational measures that may play a significant role in reducing operating costs per passenger.
RECOMMENDATION:
Approve the expenditure of Manteca and Tracy UZA funding for Year 2 of Van Go Operations in those respective urbanized areas.
FISCAL IMPACT:
The action would result in RTD moving forward with a grant application to Federal Transit Administration to utilize $250,000 of Manteca UZA funds and $250,000 of Tracy UZA funds for Year 2 of Van Go! Operations.
BACKGROUND:
The federal transit program entitled, Section 5307, apportions funds to urbanized areas. In August 2019, the San Joaquin Council of Governments Board approved “placeholder funding” in the Manteca and Tracy Urbanized Areas (UZAs), totaling $500,000 in Section 5307 funding, for year 2 of Van Go! Operations in these UZAs.
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The San Joaquin Regional Transit District (RTD), which has operated Van Go! in these UZAs since March 2019, was to provide information after one year of service operations. (The first year of operations was funded, in part, with 5307 funds in the amount of $440,000 from each UZA and included costs to purchase 3 vehicles for each UZA). This data would assist SJCOG and its transit partners in the evaluation of service effectiveness and help determine whether funding for a second year of operations should be authorized.
SJCOG staff has received data from RTD and has summarized the data in the Powerpoint slides attached to this staff report. RTD reports that the systemwide (countywide) Van Go! service is operating at $58.98 per passenger. At the time of this staff report, RTD was calculating what the cost per passenger would be specific to only the passengers and service within the Manteca and Tracy UZAs. SJCOG’s “back of the napkin” estimate is that the figure is $101 per passenger in Tracy UZA and $123 per passenger in Manteca UZA. There were 5,548 passengers in Tracy UZA and 4,714 passengers in the Manteca UZA (as of December 31, 2019).
Recognizing that this is only the first year of service, this outcome is not a cost-effective option for transit provision in these areas if the passenger demand does not increase to offset operating costs. RTD has discussed with SJCOG staff several significant changes to the service operations which SJCOG staff believes will play a major role in improving cost-effectiveness. These changes include:
• Charging users for late trip cancellations – RTD estimates that over two-thirds of rides requested are cancelled and no revenue is collected for the cancellation. • Enhanced marketing of the service. • Ongoing improvements of the Van Go! mobile app • Expanded hours of operation
With the expectation that operational efficiency measures will be in place quickly, SJCOG staff is recommending that RTD be authorized to utilize Federal UZA funds for Year 2 of service. These funds would require a match of 50% from Measure K or LTF local funding sources. These were the funds that matched the year 1 of service operations.
NEXT STEP
The SJCOG Board will consider action on the proposed UZA authorization to proceed for Year 2 of Van Go Service at the March 26, 2020 Board meeting.
ATTACHMENT:
Powerpoint Slides – “Van Go! Performance Evaluation”, prepared by SJCOG staff
Prepared by: Diane Nguyen, Deputy Director and Joel Campos, Associate Regional Planner 18
TRACY & MANTECA VAN GO! PERFORMANCE EVALUATION 19
RIDERSHIP ANALYSIS USING TOTAL BOARDINGS (PASSENGERS)
Grand City Mar Apr May Jun Jul Aug Sep Oct Nov Dec % Total Escalon 5 45 39 37 45 60 38 40 30 339 1% Lathrop 13 67 48 64 120 82 77 99 247 364 1,181 3% Lodi 99 419 395 475 347 312 303 346 322 286 3,304 8.5% Manteca 27 113 242 273 314 246 382 411 436 484 2,928 7% Ripon 1 38 51 62 55 52 81 55 37 53 485 1% Stockton 224 2,198 2,963 3,071 2,859 2,830 2,718 2,797 2,660 2,921 25,241 64.5% Tracy 32 287 407 472 385 311 370 490 348 436 3,538 9% Unincorporated 40 236 336 302 320 202 198 204 189 209 2,236 6% Grand Total 436 3,363 4,487 4,758 4,437 4,080 4,189 4,440 4,279 4,783 39,252 100% 20
Number of Passengers 339 2,236 1,181 3,304 3,538 TOTAL 2,928 PASSENGERS 485 (39,252) BETWEEN Escalon MARCH 2019 Lathrop Lodi TO DECEMBER Manteca 2019 Ripon
Stockton
Tracy
Unincorporated 25,241 21
FUNDING SOURCES
Funding Source FY 18-19 FY 19-20 Total 5307 $ 477,426 $ 477,426 Measure K Match $ 119,357 $ 358,069 $ 477,426 CTSA $ 125,000 $ 138,495 $ 263,495 Total $ 721,783 $ 496,564 $ 1,218,347 22
FUNDS SPENT AS OF DECEMBER 31, 2019
Funding Source FY 18-19 FY 19-20 Total 5307 $ 119,357 $ 238,714 $ 358,071 Measure K Match $ 119,357 $ 238,714 $ 358,071 CTSA $ 125,000 $ 69,247 $ 194,247 Total $ 363,714 $ 546,675 $ 910,389 23
COMPARING TO SIMILAR SERVICES
Operating Expense per Passenger
$62.69 $58.98
$43.07 $37.31
Merced County Paratransit Stanislaus County Dail-A-Ride Van GO! Systemwide San Luis Obispo County Paratransit 24
COST PER Cost Per 5307 + MK Tracy PASSENGER Passenger BASED ON FUNDS SPENT $ 358,071 3,538 $ 101 Cost Per AS OF 5307 + MK Manteca Passenger DECEMBER 31, 2019 $ 358,071 2,928 $ 123 25
CONTINUED ANALYSIS USING RAW VAN GO! DATA
The next slides consist of information that is based on SJCOG’s interpretation of Van Go! raw ridership data (data is provided by RTD) Pick up and drop off location data from 3/25/2019 – 12/31/2019 was uploaded to ArcMap for analysis. The next slides show our findings. 26
Total Number of One-Way Trips 3,933
4,795 TOTAL TRIPS (36,708) City (Zone) BETWEEN MARCH Lodi (1) Tracy (2) AND DECEMBER Manteca (3) 2019 Stockton (4) 3,429
24,551
*Note: A One-Way Trip is simply a pick up and drop off. A trip can include multiple passengers, however, 82% of trips only include one passenger. 27
VICINITY OF CITY OF TRACY
4,795 trips and 5,548 passengers were completed in the Tracy area from March 2019 to December 2019 28
VAN GO! NEAR TRACY TRACER
1,350 trips were made within the Tracy City Limits 1.2% of monthly potential ridership (based on 12,376 fixed routes trips a month) 29
VICINITY OF CITY OF MANTECA
3,429 trips and 4,714 passengers were completed in the Manteca area from March 2019 to December 2019 30
VAN GO! NEAR MANTECA TRANSIT
727 trips were made within the Manteca City Limits 1.9% of monthly potential ridership (based on 4,142 fixed routes trips a month) 31
AGENDA ITEM 5 32
March 2020 ITC
STAFF REPORT
SUBJECT: Low Carbon Transit Operations Program FY 19/20 Funding Distribution
RECOMMENDED ACTION: Develop Funding Recommendation for Low Carbon Transit Operations Program Funding for Fiscal Year 2019/20
SUMMARY:
The Low Carbon Transit Operations Program (LCTOP) is one of several programs funded as part of the State of California budget (by Senate Bill 852 and Senate Bill 862) which have a goal of reduced greenhouse gas emissions and achievement of other benefits. For fiscal year (FY) 2019/2020, a total of $1,409,104 in LCTOP funding was awarded to the San Joaquin County region via PUC 99313 distribution formula, for dispersal by SJCOG.
SJCOG staff requests a discussion of project and funding possibilities through the Interagency Transit Committee. Based on the results of this discussion, a funding recommendation should be formed.
BACKGROUND:
LCTOP is one of several programs that are part of the Transit, Affordable Housing, and Sustainable Communities Program established by the California Legislature in 2014 with Senate Bill 862 (SB 862). SB 862 established LCTOP as a noncompetitive, formulaic program, with 5% of annual auction proceeds being continually appropriated at the beginning of 2015. LCTOP funds are distributed based on prior use of State Transit Assistance (STA) funds where 50% of the funds are designated to regional entities and the other 50% for transit operators. LCTOP was created to provide operating and capital assistance to transit agencies with the goal of reducing greenhouse gas (GHG) emissions and improving mobility, with an emphasis on serving Disadvantaged Communities (DAC). For agencies whose service area includes a DAC, at least 50% of the total monies received shall be expended on projects that provide a direct, meaningful and assured benefit to DAC(s).
For FY 19/20, a total of $1,409,104 was awarded to the San Joaquin County region via PUC 99313 distribution formula, for dispersal by SJCOG. Eligible uses of these funds include:
1. Expenditures that directly enhance or expand transit service by supporting new or expanded bus or rail services, new or expanded water-borne transit, or expanded 33
intermodal transit facilities, and may include equipment acquisition, fueling, and maintenance, and other costs to operate those services or facilities.
2. Operational expenditures that increase transit mode share.
3. Expenditures related to the purchase of zero-emission buses, including electric buses, and the installation of the necessary equipment and infrastructure to operate and support zero- emission buses.
Caltrans, in coordination with the Air Resources Board, shall determine the eligibility of the proposed project based on the documentation provided by the recipient transit agency to ensure compliance with the guidelines. Caltrans will then notify the State Controller of approved expenditures for each transit agency, and the amount of the allocation for each agency determined to be available at the time of approval.
In previous years, SJCOG has calculated what a split of regional funds would look like, based on ridership. However, given the relatively small amount of funding available, the administrative requirements of the program, and the requirement that projects demonstrate an air quality improvement, some operators have elected not to pursue LCTOP funds.
RECOMMENDATION:
SJCOG staff requests a discussion of project and funding possibilities through the Interagency Transit Committee. Based on the results of this discussion, a funding recommendation should be formed.
FISCAL IMPACT:
A funding recommendation would assign $1,409,104 in PUC 99313 LCTOP to transit operators in San Joaquin County.
ATTACHMENTS:
1. LCTOP Allocation Letter
Prepared by: Ryan Niblock, Senior Regional Planner 34 STATE CONTROLLER'S OFFICE LOW CARBON TRANSIT OPERATIONS PROGRAM 35 ELIGIBLE ALLOCATION FISCAL YEAR 2019-2020 SUMMARY
PUC 99313 Fiscal PUC 99314 Fiscal Total Fiscal Year Year 2019-20 Eligible Year 2019-20 Eligible 2019-20 Eligible Regional Entity Allocation Allocation Allocation A B C= (A + B)
Metropolitan Transportation Commission $ 14,236,650 $ 39,052,475 $ 53,289,125 Sacramento Area Council of Governments 3,556,046 1,270,989 4,827,035 San Diego Association of Governments 1,773,052 425,204 2,198,256 San Diego Metropolitan Transit System 4,357,667 1,870,727 6,228,394 Tahoe Regional Planning Agency 193,768 7,884 201,652 Alpine County Transportation Commission 2,125 75 2,200 Amador County Transportation Commission 70,043 2,790 72,833 Butte County Association of Governments 414,227 23,204 437,431 Calaveras County Local Transportation Commission 82,523 1,090 83,613 Colusa County Local Transportation Commission 40,454 1,365 41,819 Del Norte County Local Transportation Commission 50,119 1,947 52,066 El Dorado County Local Transportation Commission 312,182 21,999 334,181 Fresno County Council of Governments 1,862,455 217,303 2,079,758 Glenn County Local Transportation Commission 53,285 1,473 54,758 Humboldt County Association of Governments 247,536 69,110 316,646 Imperial County Transportation Commission 348,014 28,889 376,903 Inyo County Local Transportation Commission 34,008 0 34,008 Kern Council of Governments 1,676,295 119,687 1,795,982 Kings County Association of Governments 281,149 12,615 293,764 Lake County/City Council of Governments 119,021 7,066 126,087 Lassen County Local Transportation Commission 55,147 2,119 57,266 Los Angeles County Metropolitan Transportation Authority 18,754,971 24,472,914 43,227,885 Madera County Local Transportation Commission 291,806 6,861 298,667 Mariposa County Local Transportation Commission 33,048 882 33,930 Mendocino Council of Governments 162,805 13,298 176,103 Merced County Association of Governments 517,501 47,245 564,746 Modoc County Local Transportation Commission 17,563 1,507 19,070 Mono County Local Transportation Commission 24,905 38,566 63,471 Transportation Agency for Monterey County 814,702 282,124 1,096,826 Nevada County Local Transportation Commission 180,904 9,917 190,821 Orange County Transportation Authority 5,894,239 1,915,245 7,809,484 Placer County Transportation Planning Agency 570,541 81,877 652,418 Plumas County Local Transportation Commission 36,178 2,795 38,973 Riverside County Transportation Commission 4,463,207 749,356 5,212,563 Council of San Benito County Governments 113,945 2,177 116,122 San Bernardino County Transportation Authority 4,009,737 736,151 4,745,888 San Joaquin Council of Governments 1,409,104 365,135 1,774,239 San Luis Obispo Area Council of Governments 512,864 38,561 551,425 Santa Barbara County Association of Governments 831,492 230,047 1,061,539 Santa Cruz County Transportation Commission 502,764 466,630 969,394 Shasta Regional Transportation Agency 326,992 21,321 348,313 Sierra County Local Transportation Commission 5,877 274 6,151 Siskiyou County Local Transportation Commission 81,548 2,643 84,191 Stanislaus Council of Governments 1,022,410 62,626 1,085,036 Tehama County Transportation Commission 117,770 2,349 120,119 Trinity County Transportation Commission 25,037 1,100 26,137 Tulare County Association of Governments 876,339 76,167 952,506 Tuolumne County Transportation Council 99,850 3,106 102,956 Ventura County Transportation Commission 1,566,795 261,774 1,828,569 State Totals $ 73,030,660 $ 73,030,659 $ 146,061,319 STATE CONTROLLER'S OFFICE 36 LOW CARBON TRANSIT OPERATIONS PROGRAM FISCAL YEAR 2019-2020 PUC 99314 ALLOCATION DETAIL
Fiscal Year 2019-20 Regional Entity and Operator(s) Revenue Basis Eligible Allocation
Altamont Corridor Express* Alameda County Congestion Management Agency $ NA $ 60,868 Santa Clara Valley Transportation Authority NA 45,428 San Joaquin Regional Rail Commission NA 190,620 Regional Entity Totals 0 296,916 0 Metropolitan Transportation Commission Alameda-Contra Costa Transit District, San Francisco Bay Area Rapid Transit District, and the City of San Francisco** 1,925,822,111 26,915,138 Central Contra Costa Transit Authority 11,848,761 165,597 City of Dixon 111,074 1,552 Eastern Contra Costa Transit Authority 6,226,930 87,027 City of Fairfield 2,454,050 34,298 Golden Gate Bridge Highway and Transportation District 128,150,389 1,791,020 Livermore-Amador Valley Transit Authority 5,247,501 73,339 Marin County Transit District 25,028,508 349,796 Napa County Transportation and Planning Agency 1,740,511 24,325 Peninsula Corridor Joint Powers Board 127,483,757 1,781,703 City of Petaluma 740,960 10,356 City of Rio Vista 111,909 1,564 San Francisco Bay Area Water Emergency Transportation Authority (WETA) 34,734,635 485,449 San Mateo County Transit District 121,853,139 1,703,010 Santa Clara Valley Transportation Authority 348,840,497 4,875,368 City of Santa Rosa 2,403,879 33,596 Solano County Transit (SOLTRANS) 5,281,022 73,807 County of Sonoma 3,386,887 47,335 Sonoma-Marin Area Rail Transit District 25,440,720 355,557 City of Union City 1,747,194 24,419 City of Vacaville 439,501 6,142 Western Contra Costa Transit Authority 7,568,808 105,781 Regional Entity Subtotals 2,786,662,743 38,946,179 Alameda County Congestion Management Agency - Corresponding to ACE* NA 60,868 Santa Clara Valley Transportation Authority - Corresponding to ACE* NA 45,428 Regional Entity Totals 2,786,662,743 39,052,475
Sacramento Area Council of Governments City of Davis (Unitrans) 3,064,565 42,830 City of Elk Grove 2,155,049 30,119 City of Folsom 623,141 8,709 County of Sacramento 1,119,245 15,642 Sacramento Regional Transit System 77,727,924 1,086,319 Yolo County Transportation District 5,012,875 70,060 Yuba Sutter Transit Authority 1,238,568 17,310 Regional Entity Totals 90,941,367 1,270,989
San Diego Association of Governments North County Transit District 30,424,011 425,204
------* The estimated available amounts to the member agencies of Altamont Corridor Express are included with their corresponding transportation planning agency.
** The estimated available amounts for Alameda-Contra Costa Transit District, San Francisco Bay Area Rapid Transit District, and the City of San Francisco are combined.
2 STATE CONTROLLER'S OFFICE 37 LOW CARBON TRANSIT OPERATIONS PROGRAM FISCAL YEAR 2019-2020 PUC 99314 ALLOCATION DETAIL
Fiscal Year 2019-20 Regional Entity and Operator(s) Revenue Basis Eligible Allocation
San Diego Metropolitan Transit System San Diego MTS 31,939,460 446,383 San Diego Transit Corporation 61,783,746 863,485 San Diego Trolley, Inc. 40,130,381 560,859 Regional Entity Totals 133,853,587 1,870,727
Southern California Regional Rail Authority*** Los Angeles County Metropolitan Transportation Authority NA 1,539,212 Orange County Transportation Authority NA 679,442 Riverside County Transportation Commission NA 331,010 San Bernardino County Transportation Authority NA 342,319 Ventura County Transportation Commission NA 164,435 Regional Entity Totals 0 3,056,418 0
Tahoe Regional Planning Agency Tahoe Transportation District 564,133 7,884
Alpine County Transportation Commission County of Alpine 5,370 75
Amador County Transportation Commission Amador Regional Transit System 199,599 2,790
Butte County Association of Governments Butte Regional Transit 1,640,161 22,922 City of Gridley - Specialized Service 20,144 282 Regional Entity Totals 1,660,305 23,204
Calaveras County Local Transportation Commission County of Calaveras 77,984 1,090
Colusa County Local Transportation Commission County of Colusa 97,681 1,365
Del Norte County Local Transportation Commission Redwood Coast Transit Authority 139,330 1,947
El Dorado County Local Transportation Commission El Dorado County Transit Authority 1,574,062 21,999
------*** The estimated available amounts to the member agencies of Southern California Regional Rail Authority are included with their corresponding transportation planning agency.
3 STATE CONTROLLER'S OFFICE 38 LOW CARBON TRANSIT OPERATIONS PROGRAM FISCAL YEAR 2019-2020 PUC 99314 ALLOCATION DETAIL
Fiscal Year 2019-20 Regional Entity and Operator(s) Revenue Basis Eligible Allocation
Fresno County Council of Governments City of Clovis 1,691,653 23,642 City of Fresno 12,478,008 174,392 Fresno County Rural Transit Agency 1,378,719 19,269 Regional Entity Totals 15,548,380 217,303
Glenn County Local Transportation Commission County of Glenn 105,376 1,473
Humboldt County Association of Governments City of Arcata 238,899 3,339 City of Blue Lake 00 City of Eureka 1,103,559 15,423 Humboldt Transit Authority 3,602,485 50,348 Regional Entity Totals 4,944,943 69,110
Imperial County Transportation Commission Imperial County Transportation Commission (ICTC) 2,046,063 28,595 Quechan Indian Tribe 21,014 294 Regional Entity Totals 2,067,077 28,889
Inyo County Local Transportation Commission None None
Kern Council of Governments City of Arvin 83,020 1,160 City of California City 20,871 292 City of Delano 147,093 2,056 Golden Empire Transit District 6,407,925 89,556 County of Kern 1,137,877 15,903 City of McFarland 15,037 210 City of Ridgecrest 208,177 2,909 City of Shafter 58,829 822 City of Taft 426,961 5,967 City of Tehachapi 28,664 401 City of Wasco 29,374 411 Regional Entity Totals 8,563,828 119,687
Kings County Association of Governments City of Corcoran 116,255 1,625 Kings County Area Public Transit Agency 786,362 10,990 Regional Entity Totals 902,617 12,615
Lake County/City Council of Governments Lake Transit Authority 505,595 7,066
Lassen County Local Transportation Commission County of Lassen 151,619 2,119
4 STATE CONTROLLER'S OFFICE 39 LOW CARBON TRANSIT OPERATIONS PROGRAM FISCAL YEAR 2019-2020 PUC 99314 ALLOCATION DETAIL
Fiscal Year 2019-20 Regional Entity and Operator(s) Revenue Basis Eligible Allocation
Los Angeles County Metropolitan Transportation Authority Antelope Valley Transit Authority 19,170,688 267,928 City of Arcadia 1,497,685 20,932 City of Claremont 547,365 7,650 City of Commerce 4,428,702 61,895 City of Culver City 15,486,831 216,443 Foothill Transit Zone 67,873,297 948,592 City of Gardena 13,850,884 193,579 City of La Mirada 770,009 10,762 Long Beach Public Transportation Company 54,963,745 768,169 City of Los Angeles 92,932,856 1,298,822 County of Los Angeles 5,587,765 78,094 Los Angeles County Metropolitan Transportation Authority 1,235,116,553 17,261,891 City of Montebello 19,894,910 278,050 City of Norwalk 8,492,893 118,696 City of Redondo Beach 2,931,763 40,974 City of Santa Clarita 23,386,832 326,853 City of Santa Monica 49,504,384 691,869 Southern California Regional Rail Authority*** 218,691,705 NA City of Torrance 24,506,666 342,503 Regional Entity Subtotals 1,859,635,533 22,933,702 Los Angeles County Metropolitan Transportation Authority - Corresponding to SCRRA*** NA 1,539,212 Regional Entity Totals 1,859,635,533 24,472,914
Madera County Local Transportation Commission City of Chowchilla 235,253 3,288 City of Madera 203,280 2,841 County of Madera 52,381 732 Regional Entity Totals 490,914 6,861
Mariposa County Local Transportation Commission County of Mariposa 63,099 882
Mendocino Council of Governments Mendocino Transit Authority 951,502 13,298
Merced County Association of Governments Transit Joint Powers Authority of Merced County 1,736,430 24,268 Yosemite Area Regional Transportation System (YARTS) 1,644,002 22,977 Regional Entity Totals 3,380,432 47,245
Modoc County Local Transportation Commission Modoc Transportation Agency - Specialized Service 107,807 1,507
Mono County Local Transportation Commission Eastern Sierra Transit Authority 2,759,425 38,566
Transportation Agency for Monterey County Monterey-Salinas Transit 20,186,410 282,124
------*** The estimated available amounts to the member agencies of Southern California Regional Rail Authority are included with their corresponding transportation planning agency.
5 STATE CONTROLLER'S OFFICE 40 LOW CARBON TRANSIT OPERATIONS PROGRAM FISCAL YEAR 2019-2020 PUC 99314 ALLOCATION DETAIL
Fiscal Year 2019-20 Regional Entity and Operator(s) Revenue Basis Eligible Allocation
Nevada County Local Transportation Commission County of Nevada 390,192 5,453 City of Truckee 319,369 4,464 Regional Entity Totals 709,561 9,917
Orange County Transportation Authority City of Laguna Beach 2,405,038 33,613 Orange County Transportation Authority 86,018,663 1,202,190 Regional Entity Subtotals 88,423,701 1,235,803 Orange County Transportation Authority - Corresponding to SCRRA*** NA 679,442 Regional Entity Totals 88,423,701 1,915,245
Placer County Transportation Planning Agency City of Auburn 21,850 305 County of Placer 4,593,182 64,195 City of Roseville 1,243,374 17,377 Regional Entity Totals 5,858,406 81,877
Plumas County Local Transportation Commission County of Plumas 112,493 1,572 County Service Area 12 - Specialized Service 87,506 1,223 Regional Entity Totals 199,999 2,795
Riverside County Transportation Commission City of Banning 215,749 3,015 City of Beaumont 239,445 3,346 City of Corona 372,538 5,207 Palo Verde Valley Transit Agency 119,828 1,675 City of Riverside - Specialized Service 443,069 6,192 Riverside Transit Agency 16,090,992 224,887 Sunline Transit Agency 12,451,750 174,024 Regional Entity Subtotals 29,933,371 418,346 Riverside County Transportation Commission - Corresponding to SCRRA*** NA 331,010 Regional Entity Totals 29,933,371 749,356
Council of San Benito County Governments San Benito County Local Transportation Authority 155,747 2,177
San Bernardino County Transportation Authority Morongo Basin Transit Authority 1,119,708 15,649 Mountain Area Regional Transit Authority 462,522 6,464 City of Needles 52,876 739 Omnitrans 22,013,739 307,663 Victor Valley Transit Authority 4,530,447 63,317 Regional Entity Subtotals 28,179,292 393,832 San Bernardino County Transportation Authority - Corresponding to SCRRA*** NA 342,319 Regional Entity Totals 28,179,292 736,151
------*** The estimated available amounts to the member agencies of Southern California Regional Rail Authority are included with their corresponding transportation planning agency
6 STATE CONTROLLER'S OFFICE 41 LOW CARBON TRANSIT OPERATIONS PROGRAM FISCAL YEAR 2019-2020 PUC 99314 ALLOCATION DETAIL
Fiscal Year 2019-20 Regional Entity and Operator(s) Revenue Basis Eligible Allocation
San Joaquin Council of Governments Altamont Corridor Express (ACE)* 21,244,873 NA City of Escalon 52,972 740 City of Lodi 785,357 10,976 City of Manteca 52,410 732 City of Ripon 27,647 386 San Joaquin Joint Powers Authority 00 San Joaquin Regional Transit District 11,407,376 159,428 City of Tracy 161,202 2,253 Regional Entity Subtotals 33,731,837 174,515 San Joaquin Regional Rail Commission - Corresponding to ACE* NA 190,620 Regional Entity Totals 33,731,837 365,135
San Luis Obispo Area Council of Governments City of Arroyo Grande - Specialized Service 0 0 City of Atascadero 37,499 524 City of Morro Bay 35,785 500 City of Pismo Beach - Specialized Service 0 0 City of San Luis Obispo Transit 777,520 10,867 San Luis Obispo Regional Transit Authority 1,680,458 23,486 South County Area Transit 227,853 3,184 Regional Entity Totals 2,759,115 38,561
Santa Barbara County Association of Governments City of Guadalupe 74,621 1,043 City of Lompoc 1,065,309 14,889 County of Santa Barbara 224 3 Santa Barbara County Association of Governments (SBCAG) 1,056,667 14,768 Santa Barbara Metropolitan Transit District 13,348,752 186,561 City of Santa Maria 837,886 11,710 City of Solvang 76,790 1,073 Regional Entity Totals 16,460,249 230,047
Santa Cruz County Transportation Commission Santa Cruz Metropolitan Transit District 33,388,127 466,630
Shasta Regional Transportation Agency Redding Area Bus Authority 1,525,574 21,321
Sierra County Local Transportation Commission County of Sierra - Specialized Service 19,627 274
Siskiyou County Local Transportation Commission County of Siskiyou 189,129 2,643
------* The estimated available amounts to the member agencies of Altamont Corridor Express are included with their corresponding transportation planning agency.
7 STATE CONTROLLER'S OFFICE 42 LOW CARBON TRANSIT OPERATIONS PROGRAM FISCAL YEAR 2019-2020 PUC 99314 ALLOCATION DETAIL
Fiscal Year 2019-20 Regional Entity and Operator(s) Revenue Basis Eligible Allocation
Stanislaus Council of Governments City of Ceres 68,984 964 City of Modesto 3,309,400 46,252 County of Stanislaus 772,640 10,798 City of Turlock 329,988 4,612 Regional Entity Totals 4,481,012 62,626
Tehama County Transportation Commission County of Tehama 168,070 2,349
Trinity County Transportation Commission County of Trinity 78,726 1,100
Tulare County Association of Governments City of Dinuba 218,598 3,055 City of Porterville 837,876 11,710 City of Tulare 550,504 7,694 County of Tulare 914,810 12,785 City of Visalia 2,910,774 40,681 City of Woodlake 17,283 242 Regional Entity Totals 5,449,845 76,167
Tuolumne County Transportation Council County of Tuolumne 222,204 3,106
Ventura County Transportation Commission City of Camarillo 203,934 2,850 Gold Coast Transit 5,458,596 76,290 City of Moorpark 269,530 3,767 City of Simi Valley 485,141 6,780 City of Thousand Oaks 547,528 7,652 Regional Entity Subtotals 6,964,729 97,339 Ventura County Transportation Commission - Corresponding to SCRRA*** NA 164,435 Regional Entity Totals 6,964,729 261,774
STATE TOTALS $ 5,225,463,050 $ 73,030,659
------*** The estimated available amounts to the member agencies of Southern California Regional Rail Authority are included with their corresponding transportation planning agency.
8 43
AGENDA ITEM 6 44
Solicitation #
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is entered into on 05- 01-2020 by and between the City of X, and Masabi, LLC a Limited Liability Company ("Service Provider"). In this Agreement City of X and Service Provider may each be referred to as a “Party” or together as the “Parties.” RECITALS Whereas, City of X desires to contract for the Services as defined below, including without limitation, the following: (i) Develop and launch One Mobile Ticketing Application for City of X, (ii) Support a “One-Stop Shop” for City of X Residents by Integrating with the Vamos Trip Planning Application, (iii) Outline Remittance Schedule, (iv) Train Staff from All Transit Agencies to Operate Any Software Needed to Maintain the App and Collect Necessary Data, (v) Develop and Facilitate? a Mobile App Marketing, Upkeep, and Maintenance Plan. Whereas, Service Provider represents that it is a duly qualified vendor, experienced in the areas of developing mobile ticketing application, associated software solutions for use in the transportation industry, and related services; and Whereas, Service Provider further represents that it is willing to accept responsibility for performing such Services in accordance with the terms and conditions set forth in this Agreement.
AGREEMENT NOW, THEREFORE, for and in consideration of the mutual covenants and conditions herein contained, City of X and Service Provider hereby agree as follows:
1. ACKNOWLEDGMENT OF RECITALS. The Parties hereby acknowledge and agree that the recitals set forth above are adopted as a part of the agreement of the Parties, and the facts set forth therein are acknowledged and agreed to be true, accurate, and complete.
2. DEFINITIONS
2.1. "Approved Fee Schedule" shall mean such compensation rates as are set forth in Service Provider's Price Proposal to City of X attached hereto as Attachment A and incorporated herein by this reference. In no event shall the total compensation and costs payable to Service Provider under this Agreement exceed the sum of cost of the 5% Transaction Fees of the gross total proceeds of sales of ticket sales, unless specifically approved in advance and in writing by CITY OF City of X, during the first 18 months of the agreement, and not to exceed the sum of the cost of the 5% Transaction Fee plus the XXX Monthly Maintenance fee should the agreement exceed the Original Term.
2.2. “Intellectual Property Rights” shall mean all patents, copyrights, design rights, trademarks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or not) and all applications for the same which may now or in the future subsist anywhere in the world, including the right to sue for and recover damages for past infringements. 45
2.3. "Services" shall mean such services (a) as are required to accomplish the functional goals set forth in the Request for Proposals for a Mobile Ticketing Vendor, dated October 18, 2019, as the “RFP” and Attachment C, including without limitation the Scope of Work and Proposal Requirements of theRFP and Attachment C, and (b) as are set forth in Service Provider’s proposal received by SJCOG on December 02, 2019 attached hereto as Attachment B and incorporated herein by this reference (“Service Provider’s Proposal”) and such professional services provided from time to time, including but not limited to product customization services. If City of X deems that any terms of the RFP and the Service Provider’s Proposal are inconsistent or conflicting then, in the sole discretion of City of X, the terms of the RFP will prevail.
3. TERM
3.1. The term of this Agreement shall commence on 05-01-2020 and shall expire on 10-01-2021 (the “Original Term”), unless (i) City of X elects one or more of the option periods set forth in Section 3.2, (ii) the term is extended by written agreement of the parties, or (iii) the Agreement is terminated earlier in accordance with Section 20 ("Termination") below.
3.2. Option Period- Subject to Section 20, City of X has the option to extend the Original Term for two one-year successive City of X fiscal option years (July through June) on the same terms, by giving Service Provider 90 day’s written notice prior to the end of the Original Term, and if the second option year is elected, then 90 day’s written notice prior to the end of the first option fiscal year.
4. SERVICE PROVIDER'S SERVICES
4.1. Service Provider shall perform the Services to the highest professional standards of Service Provider’s profession and in a manner reasonably satisfactory to City of X. If City of X determines that any Services are not performed in accordance with such standards, City of X, in its sole discretion, shall have the right to do any or all of the following: (a) require Service Provider to meet with City of X to review the quality of the Services and resolve matters of concern; (b) require Service Provider to repeat the Services at no additional charge until it is satisfactory; (c) terminate this Agreement pursuant to the provisions of clause 19; or (d) pursue any and all other remedies at law or in equity. Service Provider shall comply with all applicable federal, 46
18-R-25-00 state and local laws and regulations, including the conflict of interest provisions of Government Code Section 1090 and the Political Reform Act (Government Code Section 81000 et seq.). This may also result in Service Provider or Service Provider’s employees, or both, being subject to category 1 disclosure under the Conflict of Interest Code if the services performed will influence a governmental decision. The disclosure requirement is met by filling out a form 700 Statement of Economic Interests.
4.2. Service Provider represents that it has, or will secure at its own expense, all personnel required to perform the Services. All such Services shall be performed by Service Provider or under its supervision, and all personnel engaged in the Services shall be qualified to perform such services. John Doe from City of X and Jane Doe from SJCOG shall be Service Provider's project administrator and shall have direct responsibility for management of Service Provider's performance under this Agreement. No change shall be made in Service Provider's project administrator without City of X ’s or SJCOG;’s prior written consent.
4.3. All the services required by this Agreement shall be performed by Service Provider and all personnel engaged in the performance of such activities shall be fully qualified and shall be authorized or permitted under federal, state, and local law to perform such services. The Service Provider shall not discriminate based on race, color, national origin, or sex in the performance of this contract. The Service Provider shall carry out applicable requirements of 49 CFR Part 26 in the award and administrated of DOT assisted contracts. Failure by the Service Provider to carry out these requirements is a material breach of contract, which may result in the termination of this contract or such other remedy, as City of X deems appropriate.
4.4. Service Provider shall assign only competent personnel to perform Services hereunder. In the event that at any time City of X, in its sole discretion, desires the removal of any person or persons assigned by Service Provider to perform the Services, Service Provider shall remove such person or persons immediately upon receiving written notice from City of X.
4.5. Any and all persons identified in this Agreement or any exhibit hereto as the project manager, project team, or other professional performing Services on behalf of the Service Provider are deemed by City of X to be key personnel whose services were a material inducement to City of X to enter into this Agreement, and without whose services City of X would not have entered into this Agreement. Service Provider shall not remove, replace, substitute, or otherwise change any key personnel assigned to perform the Services become unavailable due to resignation, sickness or other factors outside of Service Provider’s control, Service Provider shall be responsible for timely provision of adequately qualified replacements. 47
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4.6. Service Provider agrees to pay each subcontractor under this Agreement for satisfactory performance of its contract no later than ten (10) days from the receipt of each payment the Service Provider receives from City of X. Failure by Service Provider to carry out this provision of the contract will be considered a material breach of this prime contract, which may result in the termination of the Agreement or other such remedy, as City of X deems appropriate.
5. ADDITIONAL SERVICES
5.1. Additions or changes to the Services or other changes to this Agreement may be authorized only by written amendment to this Agreement, signed by both parties. The Executive Director of City of X must authorize all such additions or changes to the Services, which must be made in accordance with the City of X Procurement Manual. The parties expressly recognize that other City of X personnel are without authorization to order additional or changed Services or waive Agreement requirements.
5.2. Any written Amendment or Change Order shall list the scope of services to be performed, state the time within which the services are to be completed, delineate any special conditions, and state the compensation in accordance with compensation terms as stated in Section 6, Compensation, of this Agreement.
6. COMPENSATION. Service Provider shall be paid for providing the Services in accordance with the following terms:
6.1. Service Provider shall invoice City of X on a monthly basis. Each invoice must list the City of X Agreement Number and include full detail of the number of tickets sold using the Service Provider’s product, the total revenue associated with these transactions, and the applicable transaction fee that has been collected by the Service Provider. The monthly maintenance fee, as established by the Service Provider’s Price Proposal, must also be included in each invoice. City of X shall pay Service Provider within 30 days after submission of approved invoices by check, wire or electronic bank transfer means. Transaction Fees will be collected by the Service Provider at the end of each service month through Automated Clearing House (ACH) from the same financial institution where the gross proceeds of the tickets sales are deposited.
6.2. Service Provider’s Implementation Fee, as proposed in Service Provider’s Price Proposal, shall be paid in full when Service Provider and City of X confirm that the JustRide Platform is ready to go into revenue service. 48
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6.3. Service Provider must submit all invoices on a timely basis, but no later than thirty (30) days from the date the services/charges were incurred. City of X shall not accept invoices submitted by Service Provider after the end of such thirty (30) day period without City of X pre-approval.
7. PROJECT SCHEDULE
The time for performance by Service Provider will begin fifteen days (15) after the issuance of a Notice to Proceed by City of X. The date of completion for additional services required pursuant to Section 5 will be outlined in a written Amendment and/or Change Order for said additional services. This Project Schedule may be extended by the written consent of Service Provider and City of X ’s Executive Director and only in the event that such extension is necessary due to revisions in the Project scope and/or schedule caused by City of X or other reviewing agency.
8. DEMAND FOR ASSURANCE.
Each Party to this Agreement undertakes the obligation that the other’s expectation of receiving due performance will not be impaired. When reasonable grounds for insecurity arise with respect to the performance of either Party, the other may in writing demand adequate assurance of due performance and until such assurance is received may, if commercially reasonable, suspend any performance for which the agreed return has not been received. “Commercially reasonable” includes not only the conduct of a Party with respect to performance under this Agreement, but also conduct with respect to other agreements with parties to this Agreement or others. After receipt of a justified demand, failure to provide within a reasonable time, but not exceeding thirty (30) days, such assurance of due performance as is adequate under the circumstances of the particular case is a repudiation of this Agreement. Acceptance of any improper delivery, service, or payment does not prejudice the aggrieved Party’s right to demand adequate assurance of future performance.
9. INTELLECTUAL PROPERTY, OWNERSHIP, AND DISCLOSURE OF SERVICES
9.1. Service Provider’s Intellectual Property Rights. Except where and to the extent (if at all) expressly otherwise specified, all Intellectual Property in any documentation and software created by Service Provider which predates this Agreement and which is otherwise owned by Service Provider or its third party software service providers, including any rights in any developments to any software produced as part of any professional services, defined herein with an initial capital as the “Software,” shall belong to and remain owned by Service Provider.
9.2. City of X ’s Intellectual Property Rights. Except where and to the extent (if at all) expressly otherwise specified, all Intellectual Property Rights in materials created 49
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by City of X (including branding materials and trademarks and any rights in any City of X data transmitted through Service Provider’s system), provided under and in connection with the Agreement shall remain and belong to City of X.
9.3. Service Provider’s responsibilities under this provision include, but are not limited to, placing proper notice of copyright on all versions of the plans and specifications as City of X may direct, and refraining from disclosing any versions of the plans and specifications to any third party without first obtaining written permission of City of X. Service Provider shall not use or permit another to use the plans and specifications in connection with this or any other project without first obtaining written permission of City of X.
9.4. Each Party shall remain the owner of its techniques, methods, processes, methods, experiments and all of its intellectual property rights with respect to any Intellectual Property in any information, techniques, know-how, software and materials (regardless of the form or medium in which they are disclosed or stored that are made available by one Party to the other Party which belong to each of the Parties, respectively, before the signing of the Agreement, or created for a purpose other than for the purposes of performing this Agreement and which are provided by one Party to another (whether before, on or after the date of this Agreement) (“Background IP”).
9.5. The parties agree not to infringe the Intellectual Property Rights of the other Party.
9.6. If such Background IP, which are owned by either of the Parties, are included in the Services they shall remain, in all circumstances, the property of that Party in question, which nonetheless undertakes to allow City of X to use them for the functioning of the Services. To that end, Service Provider grants to CITY OF City of X, without consideration, a non-exclusive user license in Service Provider’s Background IP, solely for internal purposes and uniquely for the use for which they were provided. In particular, each of the parties remains the owner of the know-how specifically acquired at the time of the performance of this Agreement.
9.7. The following Intellectual Property Rights shall also vest in X:
9.7.1. The software programs developed by Service Provider solely and exclusively for City of X in the performance of the Services;
9.7.2. Any tools and know-how developed, and methods invented by the Service Provider in in the course of, or as a result of, carrying out the Services, that is developed or invented specifically or used exclusively to carry out the Services; and 50
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9.7.3. Service Provider assigns (by way of present and, where appropriate, future assignment) all such Intellectual Property rights with full title guarantee to City of X.
9.8. Reproduction and Use. Service Provider hereby grants City of X a nonexclusive license to reproduce and use the Software as necessary for City of X ’s internal business purposes, provided City of X complies with the restrictions set forth in Section 9.9 (Restrictions on Software Rights).
9.9. Restrictions on Software Rights. Copies of the Software created or transferred pursuant to this Agreement are licensed, not sold, and City of X receives no title to or ownership of any copy or of the Software itself. Furthermore, City of X receives no rights to the Software other than those specifically otherwise granted in the provisions of Section 9 of this Agreement. Without limiting the generality of the foregoing, City of X shall not: (a) modify, create derivative works from, distribute, or sub-license the Software; (b) use the Software for service bureau or time-sharing purposes or in any other way allow third parties to exploit the Software, except as may be provided for in this Agreement; or (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Software’s source code.
9.10. Rights In and Usage of Technical Data. No technical data related to, used in connection with, or arising or resulting from, the JustRide platform as used by CITY OF City of X, or the Services provided by Service Provider under this Agreement is to be release by Service Provider to any other person or entity except as necessary for the performance of the Services. All press releases or information concerning the Services that might appear in any publication or dissemination, including but not limited to newspapers, magazines, electronic media, shall first be authorized in writing by City of X.
10. RELATIONSHIP OF PARTIES
Service Provider is, and shall at all times remain as to CITY OF City of X, a wholly independent Service Provider. Service Provider shall have no power to incur any debt, obligation, or liability on behalf of City of X or otherwise to act on behalf of City of X as an agent. Neither City of X nor any of its agents shall have control over the conduct of Service Provider or any of Service Provider's employees, except as set forth in this Agreement. Service Provider shall not represent that it is, or that any of its agents or employees are, in any manner employees of City of X.
11. CONFIDENTIALITY
11.1. Each Party agrees that for and during the entire term of this Agreement, any information, data, figures, records, findings and the like received or generated by the other in the performance of this Agreement, shall be considered and kept as the 51
18-R-25-00 private and privilege records of the other Party and will not divulge to any person, firm, corporation, or other entity except on the direct written authorization of the other Party. Further, upon expiration or termination of this Agreement for any reason, each Party agrees that it will continue to treat as private and privileged any information, data, figures, records and the like, and will not release any such information to any person, firm, corporation or other entity, either by statement, deposition, or as a witness, except upon direct written authority of the other Party. Upon request, all City of X data shall be returned to City of X upon the termination or expiration of this Agreement.
11.2. Either Party may disclose Confidential Information as required by applicable law or by proper legal or governmental authority. Each Party shall give prompt notice of any such legal or governmental demand and reasonably cooperate with the other Party, at other Party’s expense, including the reimbursement of the other Party for any legal fees or expenses it may incur.
12. INDEMNIFICATION
12.1. To the fullest extent permitted by law, Service Provider shall indemnify, hold harmless and defend CITY OF City of X, its officers, agents, employees, consultants, subcontractors, and volunteers (collectively the “Indemnified Parties,” and each individually an “Indemnified Party”) ”) from and against any and all claims, liability, losses, costs, and expenses (all such items to be defined as “Liabilities,” including the legal and other expenses referred to hereafter) that arise out of, pertain to, or relate to: (i) any claim by a third party that the Services of Service Provider infringe upon any patent, copyright, trade secret, or other intellectual property right of the third party or others; (ii) injury to or death of any individual, or any loss of or damage to real or tangible personal property, caused by the negligence, recklessness, or willful misconduct of Service Provider or of any of its officers, agents, servants, subcontractors, or employees; or (iii) disclosure or exposure of personally identifiable information or other private information caused by the act or omission of Service Provider or any of its agents, subcontractors, or employees, except for any Liabilities that arise from the sole negligence or willful misconduct of City of X. Such Liabilities shall include retention of attorneys, payment of reasonable attorney fees, and payment of court costs, as well as settlement at Service Provider’s expense and the payment of judgments.
12.2. If any part of the Services become or, in Service Provider’s opinion, is likely to become the subject of any injunction preventing its use as contemplated herein, Service Provider may, at its option (1) obtain for City of X the right to continue using the Services or (2) replace or modify the Services so that such services become non-infringing. If (1) and (2) are not reasonably available to Service Provider, Service Provider shall, upon written notice to CITY OF City of X, refund to City of X all fees and costs paid to Service Provider to the extent the Services contracted for 52
18-R-25-00 cannot be provided to City of X. Service Provider will continue to indemnify, defend and protect, the Indemnified Parties for any liability to third parties and all Indemnified Parties’ Liabilities.
12.3. Service Provider shall have no liability or obligation for infringement as to any portion of a claim to the extent it is based upon (i) any use of the Services not in accordance with this Agreement or in an application or environment or on a platform or with devices for which it was not designed or contemplated, (ii) modifications, alterations, combinations or enhancements of the Services not created by or for Service Provider, or not approved by Service Provider for City of X ’s use, (iii) any City of X Content, or (iv) City of X ’s continuing allegedly infringing activity after being notified thereof.
12.4. Any claim for indemnification hereunder requires that (a) an Indemnified Party provide prompt written notice of the claim and reasonable cooperation, information, and assistance in connection therewith, and (b) Service Provider shall have sole control and authority to defend, settle or compromise such claim. Service Provider shall not make any settlement that requires a materially adverse act or admission by any Indemnified Party without the Indemnified Party's written consent (such consent not to be unreasonably delayed, conditioned or withheld). Service Provider shall not be liable for any settlement made without its prior written consent.
12.5. The obligations of Service Provider under this Section 12 will not be limited by the provisions of any workers' compensation laws. Service Provider expressly waives its statutory immunity under such statutes or laws as to the Indemnified Parties.
12.6. X shall have the right to offset against the amount of any compensation due Service Provider under this Agreement any amount due City of X from Service Provider as a result of Service Provider's failure to pay City of X promptly any indemnification arising under this Section 12 and related to Service Provider's failure to either (i) pay taxes on amounts received pursuant to this Agreement or (ii) comply with applicable workers' compensation laws.
12.7. X does not, and shall not, waive any rights that it may possess against Service Provider because of the acceptance by CITY OF City of X, or the deposit with CITY OF City of X, of any insurance policy or certificate required pursuant to this Agreement. This indemnification section shall apply regardless of whether or not any insurance policies are determined to be applicable to the claim, demand, damage, liability, loss, cost or expense.
13. INSURANCE 53
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13.1. Service Provider will not commence any work until all required insurance is obtained at Service Provider's own expense. Service Provider shall furnish certification of insurance within five (5) days after AGREEMENT is executed and prior to issuance of the Notice to Proceed. Such insurance must have the approval of City of X as to limit, form and amount. During the term of this Agreement, Service Provider shall carry, maintain, and keep in full force and effect insurance against claims for death or injuries to persons or damages to property that may arise from or in connection with Service Provider's performance of this Agreement. Such insurance shall be of the types and in the amounts as set forth below:
13.1.1. Comprehensive General Liability Insurance with coverage limits of not less than One Million Dollars ($1,000,000) including products and operations hazard, contractual insurance, broad form property damage, independent Service Provider's, personal injury, underground hazard, and explosion and collapse hazard where applicable.
13.1.2. Automobile Liability Insurance for vehicles used in connection with the performance of this Agreement with minimum limits of One Million Dollars ($1,000,000) per claimant and One Million dollars ($1,000,000) per incident.
13.1.3. Worker's Compensation insurance as required by the laws of the State of California.
13.1.4. Professional Errors and Omissions Insurance with coverage limits of not less than One Million Dollars ($1,000,000).
13.1.5. Service Provider shall require each of its subcontractors to maintain insurance coverage that meets all of the requirements of this Agreement.
13.1.6. The policy or policies required by this Agreement shall be issued by an insurer admitted in the State of California and with a rating of at least A:VI in the latest edition of Best's Insurance Guide.
13.1.7. Service Provider agrees that if it does not keep the aforesaid insurance in full force and effect, City of X may either (i) immediately terminate this Agreement; or (ii) take out the necessary insurance and pay, at Service Provider's expense, the premium thereon.
13.1.8. At all times during the term of this Agreement, Service Provider shall maintain on file with City of X a certificate or certificates of insurance showing that the aforesaid policies are in effect in the required amounts and naming the City of X and its officers, employees, agents and volunteers as additional insureds. Service Provider shall, prior to commencement of Services under this Agreement, file with City of X such certificate(s). 54
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13.1.9. Service Provider shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Such proof will be furnished at least two weeks prior to the expiration of the coverage.
13.1.10. The general liability policy and automobile policies of insurance required by this Agreement shall contain an endorsement naming City of X and its officers, employees, agents and volunteers as additional insureds. All of the policies required under this Agreement shall contain an endorsement providing that the policies cannot be cancelled except on thirty days' prior written notice to City of X. Service Provider agrees to require its insurer to modify the certificates of insurance to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, and to delete the word "endeavor" with regard to any notice provisions.
13.1.11. The insurance provided by Service Provider shall be primary to any coverage available to City of X. Any insurance or self-insurance maintained by City of X and/or its officers, employees, agents or volunteers, shall be in excess of Service Provider's insurance and shall not contribute with it.
13.1.12. All insurance coverage provided pursuant to this Agreement shall not prohibit Service Provider, and Service Provider's employees, agents or subcontractors, from waiving the right of subrogation prior to a loss. Service Provider hereby grants to City of X a waiver of any right to subrogation which any insurer of said Service Provider may acquire against City of X by virtue of the payment of any loss under such insurance. Service Provider agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not City of X has received a waiver of subrogation endorsement from the insurer.
13.1.13. Any deductibles or self-insured retentions must be declared to and approved by the City of X. At the option of CITY OF City of X, Service Provider shall either reduce or eliminate the deductibles or self-insured retentions with respect to CITY OF City of X, or Service Provider shall procure a bond guaranteeing payment of losses and expenses.
13.1.14. Procurement of insurance by Service Provider shall not be construed as a limitation of Service Provider's liability or as full performance of Service Provider's duties to indemnify, hold harmless and defend under Section 11 of this Agreement.
14. SETTLEMENT OF DISPUTES 55
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14.1. The Parties hereto shall make every effort to settle any dispute arising out of the Agreement without resorting to arbitration.
14.2. In the event a dispute arises, and the parties mentioned herein are unable to resolve the dispute, the parties agree that the dispute shall be settled by arbitration in accordance with the rules of the American Arbitration Association. Such Arbitration shall take place in San Joaquin County, California. Any award made by the arbitrator(s) shall be final and binding upon the parties, and judgment thereon may be entered in any court of competent jurisdiction.
15. MUTUAL COOPERATION
15.1. X shall provide Service Provider with all pertinent data, documents and other requested information as is reasonably available for the proper performance of Service Provider's services under this Agreement.
15.2. In the event any claim or action is brought against City of X relating to Service Provider’s performance in connection with this Agreement, Service Provider shall render any reasonable assistance that City of X may require.
16. RECORDS AND INSPECTIONS
Service Provider shall maintain full and accurate records with respect to all matters covered under this Agreement for a period of three years after the expiration or termination of this Agreement. City of X shall have the right to access and examine such records, without charge, during normal business hours. City of X shall further have the right to audit such records once every calendar year, to make transcripts therefrom and to inspect all program data, documents, proceedings, and activities.
17. PERMITS AND APPROVALS
Service Provider shall obtain, at its sole cost and expense, all necessary permits and regulatory approvals necessary in the performance of this Agreement.
18. NOTICES
Any notices, bills, invoices, or reports required by this Agreement shall be deemed received on: (i) the day of delivery if delivered by hand, facsimile or generally recognized overnight courier service during Contractor's and City of X ’s regular business hours; or (ii) on the third business day following deposit in the United States mail if delivered by mail, postage prepaid, to the addresses listed below (or to such other addresses as the parties may, from time to time, designate in writing). When a copy of a notice, invoice or payment is sent by facsimile or email, the notice, invoice or payment shall be deemed received upon transmission, if transmitted 56
18-R-25-00 before 5 p.m., recipient’s time, otherwise on the next business day, as long as (1) the original copy of the notice, invoice or payment is promptly deposited in the U.S. mail, and (2) the sender has a written confirmation of the facsimile transmission or email. In all other instances, notices, invoices and payments shall be effective upon receipt by the recipient. Changes may be made in the names and addresses of the person to whom notices are to be given by giving notice pursuant to this paragraph. Changes may be made in the names and addresses of the person to whom notices are to be given by giving notice pursuant to this paragraph.
If to X: If to Service Provider: Name Doug Thomas City Address Vice President of Business Development Masabi, LLC. Number 404 5TH Avenue, Suite 6014 New York, NY 10018 Phone (425) 444-8202 Email: [email protected]
19. SURVIVING COVENANTS
The parties agree that the covenants contained in Section 11, Section 12, Section 15.2, and Section 16, of this Agreement shall survive the expiration or termination of this Agreement.
20. TERMINATION 20.1. Each Party shall have the right to terminate this Agreement for any reason on thirty (30) days written notice to the other Party. Service Provider agrees to cease all Services under this Agreement on or before the effective date of any notice of termination.
20.2. Notwithstanding any other provision of this Agreement, should either Party fail to perform any of its obligations hereunder, within the time and in the manner herein provided, or otherwise violate any of the terms of this Agreement, the other Party may immediately terminate this Agreement by giving the other written notice of such termination, stating the reason for termination.
20.3. All City of X data, documents, objects, materials or other tangible things shall be returned to City of X upon the termination or expiration of this Agreement.
20.4. In the event of termination by either Party, within 14 days following the date of termination, Service Provider shall deliver to City of X all materials and work, subject to Service Provider’s Intellectual Property rights under Section 9, and shall submit to City of X an invoice showing the services performed, and copies of receipts for reimbursable expenses up to the date of termination. 57
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21. GENERAL PROVISIONS
21.1. Service Provider shall not delegate, transfer, subcontract or assign its duties or rights hereunder, either in whole or in part, without City of X ’s prior written consent, and any attempt to do so shall be void and of no effect. City of X shall not be obligated or liable under this Agreement to any party other than Service Provider.
21.2. In the performance of this Agreement, Service Provider shall not discriminate against any employee, subcontractor, or applicant for employment because of race, color, creed, religion, se City of City of X, marital status, sexual orientation, national origin, ancestry, age, physical or mental disability or medical condition.
21.3. The captions and headings (collectively "Headings") in this Agreement are intended to be descriptive only and for convenience in reference in this Agreement. Should there be any conflict between the Heading and the specific content of a section or paragraph, the specific content of the section and paragraph shall control and govern in the construction and interpretation of this Agreement. Masculine or feminine pronouns shall be substituted for the neuter form and vice versa, and the plural shall be substituted for the singular form and vice versa, in any place or places herein in which the context requires such substitution(s).
21.4. The waiver by City of X or Service Provider of any breach of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or of any subsequent breach of the same or any other term, covenant or condition herein contained. No term, covenant or condition of this Agreement shall be deemed to have been waived by City of X or Service Provider unless in writing.
21.5. Service Provider shall not be liable for any failure to perform if Service Provider presents acceptable evidence, in City of X ’s sole judgment that such failure was due to causes beyond its control and without the fault or negligence of Service Provider.
21.6. Each right, power and remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise shall be cumulative and shall be in addition to every other right, power, or remedy provided for herein or now or hereafter existing at law, in equity, by statute, or otherwise. The exercise, the commencement of the exercise, or the forbearance of the exercise by any Party of any one or more of such rights, powers or remedies shall not preclude the simultaneous or later exercise by such Party of any of all of such other rights, powers or remedies. In the event legal action shall be necessary to enforce any term, covenant 58
or condition herein contained, the Party prevailing in such action, whether reduced to judgment or not, shall be entitled to its reasonable court costs, including accountants' fees, if any, and attorneys' fees expended in such action. The venue for any litigation shall be San Joaquin County, California.
21.7. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, then such term or provision shall be amended to, and solely to, the extent necessary to cure such invalidity or unenforceability, and in its amended form shall be enforceable. In such event, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby, and each term and provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law.
21.8. This Agreement shall be governed and construed in accordance with the laws of the State of California.
21.9. All documents referenced as exhibits or schedules in this Agreement are hereby incorporated into this Agreement. In the event of any material discrepancy between the express provisions of this Agreement and the provisions of any document incorporated herein by reference, the provisions of this Agreement shall prevail. This instrument contains the entire Agreement between City of X and Service Provider with respect to the transactions contemplated herein. No other prior oral or written agreements are binding upon the parties. Amendments and/or Change Orders hereto or deviations here from shall be effective and binding only if made in writing and executed by City of X and Service Provider.
21.10. The following terms and provisions are attached hereto and are hereby incorporated by reference into this Agreement: (a) Exhibit 8, Department of Transportation (DOT) and Federal Transit Administration (FTA) Contract Clauses, and (b) Exhibit D, Forms that have been executed and delivered to City of X contemporaneously with the Service Provider's Proposal. In the event of a conflict between the terms of this Agreement and the provisions of the DOT and FTA exhibit, the DOT and FTA clauses and terms shall prevail.
TO EFFECTUATE THIS AGREEMENT, the parties have caused their duly authorized representatives to execute this Agreement on the date first written above.
City of X Service Provider