HomeMy WebLinkAbout2020-11-30 City Council Agendas (4)
City of Palo Alto (ID # 11493)
City Council Staff Report
Report Type: Consent Calendar Meeting Date: 11/30/2020
City of Palo Alto Page 1
Summary Title: TMA Funding Agreement
Title: Approval of a Funding Agreement With the Palo Alto Transportation
Management Association to Provide $350,000 in Fiscal Year (FY) 2021 and
Authorize the City Manager to Execute Amendments to Determine Funding
Subject to Council Appropriation in FY 2022 and FY 2023 to Reduce Single-
occupancy Vehicle Trips to Palo Alto
From: City Manager
Lead Department: Transportation Department
Recommendation
Staff recommends that Council approve and authorize the City Manager or his designee to
execute the attached three-year Funding Agreement (Attachment A) between the City of Palo
Alto and the Palo Alto Transportation Management Association (TMA), providing $350,000 in
funding for Fiscal Year 2021 (FY21) for transportation demand management services on the
same terms as the prior funding agreement, but extending the geographic area for the use of
City funds to include the California Avenue Business District in addition to Downtown. Staff also
recommends that Council authorize the City Manager to execute amendments to this
Agreement to incorporate any funding appropriated by Council for future fiscal years.
Executive Summary
On May 26, 2020, as part of the annual budget process, Council approved $453,000 in FY21
funding for the TMA and allowed the TMA to use City funds in the California Avenue area for its
programs to reduce single-occupancy vehicle (SOV) trips to and from Palo Alto. Due to reduced
demand for TMA services caused by the ongoing pandemic, the TMA is requesting $350,000 for
FY21 (See Attachment B). Compared to the FY 2020 funding amount, the new $350,000 request
reflects a 53% reduction from the prior annual allocation of $750,000. The proposed Funding
Agreement (Attachment A) reflects the reduction and allows funding to be provided in the next
two fiscal years subject to Council appropriations.
Background
Following direction from the City Council in 2013, staff worked to develop transportation
demand management (TDM) strategies to encourage alternatives to solo driving as part of a
multi-faceted effort to address traffic and parking concerns in the downtown area and the city
City of Palo Alto Page 2
at-large. The development of a TMA for Palo Alto was a key component of this approach, which
the City initially funded through a $499,880 contract with consultants Moore Iacofano
Goltsman, Inc.1 After the TMA was formed in January 2016, this contract continued to fund the
sub-consultant services of the TMA’s part-time executive director. The TMA hired permanent
part-time staff in April 2018.
In June 2016, Council authorized the City Manager to formalize the provision of additional City
funding for TMA programs by executing a funding agreement between the City of Palo Alto, the
Silicon Valley Community Foundation (SVCF), and the Palo Alto TMA.2 Because the TMA was not
yet an approved Section 501(c)(3) organization (its application was pending with the Internal
Revenue Service), the TMA operated as a program of SVCF. SVCF held and administered a fund
restricted to specific charitable purposes and had legal discretion and control over the
restricted account. When the TMA received its formal 501(c)(3) status, SVCF ceased to be the
organization’s program sponsor and to act as the TMA’s fiscal agent.
The 2016 funding agreement approved by Council provided $100,000 to the TMA for programs
to reduce single-occupancy vehicle (SOV) commute trips to and from downtown Palo Alto.
Under a subsequent amendment, the City provided an additional $100,000 to support the
TMA’s work in 2017. The City Council adopted a FY18 budget that included $480,000 for the
Palo Alto TMA to continue to support its efforts to reduce SOV commute trips using a variety of
strategies. An amended and restated agreement signed in 2017 incorporated this approved
funding, extended the agreement’s term, and set forth the parties’ obligations over the
remaining years. This 2017 funding agreement delegated authority to the City Manager to
amend the agreement to add funding if the Council chose to budget additional funds for future
fiscal years and to remove the SVCF as a party once the TMA received IRS section 501(c)(3)
nonprofit status and no longer required SCVF to act as the TMA’s fiscal agent. In December
2018, the agreement was amended to incorporate additional funds allocated for FY19 and to
reflect the fact that the SVCF no longer serves as the financial agent for the TMA now that the
TMA is a non-profit.
In April 2019, the Council Finance Committee received a presentation from the TMA and
provided feedback on the TMA Strategic Plan.3 On May 15, 2019, the Finance Committee
recommended an increase in employee parking permit rates to provide the TMA additional
funding of up to $180,000, for a total of $660,000 annually. On June 17, 2019, the Council
voted to increase the FY20 budget recommendation by $90,000 from the University Avenue
Parking Permit Fund for a total amount of $750,000. In July 2019, the agreement was amended
to reflect the Council’s appropriation of $750,000 for FY20. That agreement expired on June
30, 2020.
1 Report #4766: https://www.cityofpaloalto.org/civicax/filebank/documents/43344
2 Report #6823: https://www.cityofpaloalto.org/civicax/filebank/documents/52687
3 Report #10198: https://www.cityofpaloalto.org/civicax/filebank/documents/70194,
Presentation: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=63435.61&BlobID=70664
City of Palo Alto Page 3
An informational report transmitted to Council on May 26, 2020, included the 2019 TMA
Annual Report, comprising commute program data, results and analysis of the Fall 2019
Downtown Commute Survey, and a summary of the 2020 Strategic Business Plan4. These
reports are required under the TMA’s funding agreement with the City. In the past year, the
TMA has used City funds to purchase transit passes for low-income workers, supporting their
use of transit, and to subsidize other programs such as carpooling and ride-share aimed at
increasing all downtown commuters’ use of alternative modes of transportation.
The 2019 annual report also shares the outcomes of a privately-funded $100,000 pilot program
that demonstrated the demand for the TMA’s programs in the California Avenue Business
District from March to October 2019. The successful program ran for eight months,
encompassed 20 businesses, and quickly surpassed its goal of distributing 50 transit passes per
month during its second month. The TMA Strategic Plan summary discusses growth areas for
the organization including expansion to the California Avenue Business District pending City
funding availability.
In May 2020, the Council considered its annual budget during the COVID-19 pandemic. In this
context which also aligned with a lower funding request by the TMA in May, the Council voted
to appropriate a reduced funding level of $453,000 for the TMA in FY21 and approved the use
of City funds for the TMA’s programs in the California Avenue Business District as well as the
Downtown.5 That funding will be provided under the new proposed funding agreement but has
now been reduced further based on a November 2020 TMA request.
Discussion
This proposed funding agreement reflects the newly reduced budget request by the TMA for
FY21 and would allow future amendments for additional funds if appropriated by Council. The
agreement incorporates the provisions of the prior funding agreement, with a change to allow
the use of City funds in the California Avenue Business District, as already approved by Council.
City funding was previously required to be used only for programs to reduce single-occupancy
vehicle trips to the Downtown area.
A recent letter from the TMA in November of 2020 (Attachment B) further lowered the request
for City financial support to $350,000 based on the TMA’s forecast of demand for its services
during this public health emergency. Due to the shelter-in-place public health order, the last
quarter of the prior fiscal year (April through June 2020) saw an 87% drop in demand for TMA
transit fare subsidies and carpool app subsidies. During this time, VTA, SamTrans, and the AC
Transit Dumbarton Express stopped collecting fares on their services, and the City suspended
parking enforcement in the Downtown and California Avenue Business Districts. However, the
first quarter of the fiscal year shows increasing demand for TMA services as fare collection
resumed by VTA on August 1, SamTrans on August 16, and AC Transit on October 19. Since fare
4 Report #11307: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=64175.41&BlobID=76770
5 Report #11376: https://www.cityofpaloalto.org/civicax/filebank/documents/76803,
Action Minutes: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=48631.05&BlobID=77870
City of Palo Alto Page 4
collection resumed, the TMA has seen demand for its services rise by 50%. October transit
subsidy demand equaled 29% of the pre-pandemic peak.
February brought peak demand for TMA activity in Calendar Year 2020 with 387 cars removed
from Downtown due TMA programs. The TMA estimates that 82 cars were removed from the
Downtown and California Avenue Business Districts during September, and cars removed per
month is growing by 12 cars per month. The direct subsidy cost per car removed remains stable
at $135 per car per month. A new metric, “total monthly expense/cars removed,” illustrates the
impact of fixed costs apportioned over lower demand: $174 for January-March and $343 for
July-September. The higher cost per car removed reflects the fixed costs to run TMA programs
with expanded outreach due to the pandemic and the labor involved in setting up the new
grant-supported bicycle commute program, which is discussed below. Demand for TMA
services are expected to follow the public health orders, for example, more permissive public
health orders allowing additional retail and business activity are likely to see a rise in demand
for TMA services. Demand for these programs is also impacted by the City resuming residential
permit and commercial parking restrictions. Due to the fixed costs to run programs, cost per car
removed by TMA programs will decrease with additional demand for TMA services.
The TMA’s program portfolio continues to support essential workers in Palo Alto, and the
organization is adding a bicycle incentive program to support business recovery and reopening
in the Downtown and California Ave Business Districts. The TMA has reached out to all previous
program participants by text or email and has personally engaged with 25 additional businesses
in door-to-door outreach, raising participation rates. Providing free transit passes for low-
income workers in Downtown remains a key program, and this year, the program extends to
the California Avenue Business District on a long-term basis, reaching workers in an area with
demonstrated demand for the program. In addition, those working in the California Avenue
area will be eligible for carpool app subsidies as do those working in the Downtown. Data from
the TMA’s annual transportation mode share survey will help the City understand the commute
impact of the pandemic on these two areas of town.
This year, the TMA will launch a new bicycle commute incentive program for Downtown and
the California Avenue District that will leverage public funds and incentives to local businesses.
With in-kind contributions, the total project budget is $339,000 for software development,
merchant outreach, fintech point-of-sale vendor outreach, and other grant activities. The
program recently received a $100,000 Federal Transportation Research Board Transit IDEA
grant, and approximately $50,000 in city funds will support the first year of the program in the
form of subsidies to new bicycle commuters. Given the potential for bus and train commuters
to shy away from transit upon reopening, the launch of the bike commute program will give
business district employers a physically-distanced option to offer that does not add to local
congestion or impact parking demand.
In addition to the grant-funded bicycle program, the TMA continues to work toward Council’s
desire for the organization to develop more non-City funded programs. To broaden its reach
City of Palo Alto Page 5
and revenue sources, the TMA has met with East Palo Alto and other cities about potential
collaborations on TDM programs.
Policy Implications
The funding agreement between the City and the TMA requires that the TMA strategic plan be
regularly updated. In addition, the transportation demand management (TDM) services
provided by the TMA are consistent with the following Comprehensive Plan policies and
programs:
Policy T-1.1 Take a comprehensive approach to reducing single-occupant vehicle trips by
involving those who live, work and shop in Palo Alto in developing strategies that make it easier
and more convenient not to drive.
Policy T-1.2 Collaborate with Palo Alto employers and business owners to develop, implement
and expand comprehensive programs like the TMA to reduce single-occupant vehicle commute
trips, including through incentives.
Program T1.2.1 Create a long-term education program to change the travel habits of residents,
visitors, shoppers and workers by informing them about transportation alternatives, incentives
and impacts. Work with the PAUSD and with other public and private interests, such as the
Chamber of Commerce and Commuter Wallet partners, to develop and implement this
program.
Program T1.2.4 Evaluate the performance of pilot programs implemented by the Palo Alto
Transportation Management Association and pursue expansion from Downtown to California
Avenue and other areas of the city when appropriate.
Program T1.2.6 Pursue full participation of Palo Alto employers in the TMA.
Policy T-1.13 Encourage services that complement and enhance the transportation options
available to help Palo Alto residents and employees make first/last mile connections and travel
within the city for daily needs without using a single-occupancy vehicle, including shuttle, taxi
and ridesharing services.
Policy T-2.2 As part of the effort to reduce traffic congestion, seek ongoing funding and engage
employers to operate and expand TMAs to address transportation and parking issues as
appropriate in the City’s employment districts.
Program T2.2.1 Work in partnership with the Palo Alto TMA and Stanford University to
aggregate data and realize measurable reductions in single-occupant vehicle commuting to and
from Downtown and in the Stanford Research Park.
City of Palo Alto Page 6
Policy T-5.5 Minimize the need for employees to park in and adjacent to commercial centers,
employment districts and schools.
Program T7.1.1 Expand transportation opportunities for transit-dependent riders by supporting
discounts for taxi fares, rideshare services and transit, by coordinating transit systems to be
shared by multiple senior housing developments, by maintaining a database of volunteer
drivers and other transit options.
Resource Impact
Funding for the first year of the proposed agreement with TMA was appropriated in the
University Avenue Parking Fund as part of the FY21 Adopted Operating Budget. Funding for
future fiscal years is subject to City Council approval through the annual budget process.
Timeline
The funding amount for FY21 is anticipated to be paid during FY21. The funding agreement is a
three-year agreement expiring at the end of FY23 (June 30, 2023). Any additional funds to be
paid to TMA for FY22 and FY23 would require Council appropriation and amendment of the
agreement. The City Manager would be authorized to amend the agreement to incorporate any
additional Council appropriated funds.
Stakeholder Engagement
Monthly Palo Alto TMA Board of Directors meetings are open to the public and occur from 9am
to 10:00 am on the third Thursday of the month. Information about board meetings can be
found at the Palo Alto TMA website: https://www.paloaltotma.org/
Environmental Review
The requested action would allow continued funding of programs to reduce single-occupancy
vehicle commute trips to the City’s business districts. It is exempt from review under the
California Environmental Quality Act (CEQA) since it can be seen with certainty that there is no
possibility of a significant impact on the environment (CEQA Guidelines Section 15061(b)(3)).
Attachments:
• Attachment A: PATMA Agreement (Nov 2020) [SIGNED BY TMA]
• Attachment B: PATMA Funding Request Update November 2, 2020
TMA Funding Agreement 2020110201
November 2020 1
FUNDING AGREEMENT BY AND BETWEEN THE CITY OF PALO ALTO
AND THE PALO ALTO TRANSPORTATION MANAGEMENT ASSOCIATION FOR TRANSPORTATION DEMAND MANAGEMENT SERVICES
This Agreement to provide funding for transportation demand management services (this "Agreement") is made and entered as of November 30, 2020 by and between the City of Palo Alto, a California chartered municipal corporation (“City”), and the Palo Alto Transportation
Management Association, a California nonprofit public benefit corporation (“PATMA”), on the
following terms and conditions.
RECITALS
1. Since 2013, the City has been actively engaged in developing Transportation Demand Management (TDM) strategies to encourage alternatives to solo driving to address Palo Alto’s
growing traffic and parking concerns.
2. The City engaged a consultant group with significant experience designing Bay Area Transportation Management Associations (TMAs), to assist in forming a TMA, and the result of that effort was the incorporation of the Palo Alto Transportation Management Association (PATMA) on January 1, 2016.
3. The City has an interest in the success of the PATMA and made funding available for
technical support during the start-up phase of the organization. In the initial years, the City also provided funding for an annual survey of Downtown employee commute patterns.
4. In addition to the support of the City, the PATMA has sought and intends to continue seeking funding from public and private foundations, private businesses, public agencies and
other financial supporters.
5. The mission statement of the PATMA is to reduce single occupancy vehicle (SOV) trips, traffic congestion and demand for parking by delivering targeted transportation solutions to the diverse range of employers, employees, visitors, and residents in the Downtown and California Avenue Business Districts. The PATMA also serves as a one-stop transportation
information resource, and is an active voice in local and regional transportation issues. While the initial primary focus of the PATMA was the Downtown population whose travel choices have the highest impacts, the PATMA’s programs and services have now expanded to the California Avenue Business District and may ultimately extend beyond these constituents.
6. On June 20, 2016, the City entered into an agreement with PATMA and PATMA’s
then-fiscal agent Silicon Valley Community Foundation (SVCF) to provide $100,000 in funding
for pilot programs of the PATMA aimed at testing the effectiveness of PATMA incentives and programs to reduce commuting to Downtown by SOVs. On February 13, 2017, this initial funding agreement was amended to provide for an additional $200,000 in funding from the City to PATMA over two years, with half paid in FY 2017 and the balance paid in FY 2018.
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7. In September 2017, the City, the PATMA and SVCF entered into an amended and restated agreement for continued funding and services through Fiscal Year 2020 (ending June 30,
2020), as funds were appropriated by the City Council through the annual budget process. The
agreement was twice amended to reflect additional funding appropriated by the City Council in the second and third years of the agreement.
8. The PATMA pilot programs have been successful, providing transit passes to 180 - 240 low-income workers per month and encouraging carpool use by other workers, for an
estimated reduction of over 300 vehicles per day, lowering SOV commute trips Downtown to
52% of all trips by any mode of travel.
9. After focusing on the Downtown in the first years of its existence, from March through October 2019, the PATMA implemented a pilot program in the California Avenue Business District with $100,000 in private funding. The successful program quickly surpassed its goal of
distributing 50 transit passes per month, demonstrating demand for TMA programs in this area.
10. The City and the PATMA wish to extend the reach of the PATMA and expand its programs to achieve a greater reduction in SOV commute trips. To this end, the City Council appropriated additional funds for FY 2021 and allowed expenditure of City funds by the PATMA in the California Avenue Business District as well as the Downtown.
11. Through this Agreement the City will continue funding the PATMA and the PATMA will continue the programs that it undertook under the prior funding agreements. The Parties agree to enter into this Agreement to provide additional funding to support the development and facilitate the effectiveness of the PATMA, through the expansion of pilot programs to reduce SOV trips by workers in Palo Alto, and to establish terms and conditions for the use of these
funds.
AGREEMENT
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties hereby agree as follows:
1. Recitals. The recitals set forth above are true and correct and are hereby incorporated into this
Agreement in their entirety.
2. Term and Termination. The term of this Agreement shall be from the Effective Date through July 1, 2023.
This Agreement may be terminated by the City or the PATMA by providing at least thirty (30) days’ written notice to the other party. Within three (3) months of termination, the PATMA shall
return to the City any funds paid by the City that remain unexpended as of the date of
termination.
3. City Deposit. The City shall transfer the sum of Three Hundred Fifty Thousand Dollars $350,000 (“City Funds”) to the PATMA for use for the purposes described in this Agreement.
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The City shall transfer the City Funds on a quarterly basis for fiscal year 2021 (July 1, 2020 – June 30, 2021) in equal amounts of Eighty-Seven Thousand Five Hundred Dollars $87,500, upon
receipt of an invoice submitted quarterly by PATMA.
City may transfer additional funds for the final two years of the Agreement subject to the appropriation of funds by the City Council through City’s annual budget process. Should additional funds be appropriated, the parties will amend this Agreement prior to any transfer of funds to the PATMA. The City Manager is authorized to execute such an amendment for City.
4. Use of City Funds. The PATMA shall use the City Funds for “pilot projects” intended to
reduce single occupancy vehicle trips by Downtown and California Avenue Business District workers, as mutually agreed upon by the City Manager and PATMA. Pilot projects may include purchase and distribution of transit passes, support for carpooling, and other measures to address first mile and last mile connections. If the PATMA uses City Funds to purchase transit passes to
give away free-of-charge, the free transit passes shall be provided solely to low income workers.
5. Strategic Planning Session, Strategic Plan and Budget. PATMA shall: (a) conduct an annual strategic planning session producing 3-year goals and objectives and funding requirements, and prepare an annual budget with projected metrics (cost per mode shift, ROI, etc.), and (b) annually provide to the City a detailed, updated strategic plan and budget. The
strategic plan may utilize scenarios to illustrate the return on investment associated with different
funding levels. The strategic plan shall identify the projects proposed to be funded with the City Funds for the City Manager’s review and approval.
6. Reporting Requirement. PATMA shall provide the City with quarterly written reports on the implementation and effectiveness of pilot programs funded by the City, including quantitative
measures of SOV trip reduction and mode shift achieved, metrics used, cost per employee mode shift, and how the City Funds were expended. PATMA shall submit the reports at the same time that PATMA submits the quarterly invoice to the City.
7. Survey. PATMA shall conduct a robust survey of Downtown and California Avenue Business District employee commute patterns on an annual basis. PATMA shall submit the
survey results and report to the City by December 1st of each year.
8. Public Meeting Requirement. The funding is expressly contingent on PATMA’s agreement to provide 72 hours written advance notice to the public of all Board of Director meetings and to allow members of the public to attend all such Board of Director meetings.
9. Work Product. PATMA shall ensure any written document or other work product developed
with funds received through this Agreement is made available to the public to the extent not otherwise prohibited by law.
10. Audits. PATMA will make available all financial records related to the City Funds and the use of the City Funds during the term of this Agreement and for three (3) years thereafter. PATMA further agrees to maintain and retain such records for at least three (3) years
after the expiration or earlier termination of this Agreement.
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11. Indemnity. To the fullest extent permitted by law, the PATMA shall protect, indemnify, defend and hold harmless CITY and each of CITY’s elected and appointed officials, officers,
employees and agents (each an “Indemnified Party”) from and against any and all demands,
claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to performance or nonperformance by the PATMA, its officers, employees, agents or
contractors under this Agreement, regardless of whether or not it is caused in part by an
Indemnified Party.
Notwithstanding the above, nothing in this section shall be construed to require PATMA to indemnify an Indemnified Party from Claims arising from the active negligence, sole negligence or willful misconduct of an Indemnified Party.
The provisions of this section shall survive the expiration or early termination of this Agreement.
12. Insurance. PATMA, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit "A". PATMA and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies.
All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of PATMA retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured
under such policies as required above.
13. Other Provisions:
(a) Business Registry Data. The City may elect to share certain data from its Business Registry with PATMA for PATMA’s exclusive use in program development and marketing. PATMA agrees not to share any non-public data with others and will take all necessary steps to ensure the
continued confidentiality of any such non-public data.
(b) Performance Monitoring. The City may implement its own performance monitoring of City funded programs to determine effectiveness of provided funds.
(c) Additional Use Restrictions. The City Funds will not be used for anything other than project management and program costs of the agreed-to projects until the funds are expired. Up to thirty
percent (30%) of City Funds provided may be used for administration costs and purposes.
(d) Board Members. The City may request that the PATMA Board be expanded to include additional members, possibly including residents and additional City representation.
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(e) Fundraising. PATMA shall undertake significant efforts to raise funds from sources other than the City, including but not limited to membership fees, grants and donations, to implement
programs to achieve reductions in SOV commute trips by workers in Palo Alto’s Downtown and
the California Avenue Business District. The Parties expect that, assuming City funding remains constant over the term of the Agreement (which it may not), the amounts raised from other funding sources will represent a proportionately greater share of the PATMA’s total funding in the final two years of this Agreement.
14. Notices.
All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows:
To CITY:
Office of the City Clerk
City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303
With a copy to the Chief Transportation Official
Philip Kamhi Chief Transportation Official Office of Transportation
City of Palo Alto
250 Hamilton Ave Palo Alto, CA 94301
To PATMA:
Steve Raney Executive Director Palo Alto Transportation Management Association
855 El Camino Real, #13A-200
Palo Alto, CA 94301
15. Authority to Bind. The individuals executing this Agreement represent and warrant that they have the legal capacity and authority to do so on behalf of their respective legal entities.
16. Counterpart Signatures. This Agreement may be signed in multiple counterparts, which
shall, when executed by all the parties, constitute a single binding agreement.
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17. Waiver. No delay or omission by either party to exercise any right occurring upon any noncompliance or default by the other party with respect to any of the terms of this Agreement
shall impair any such right or power or be construed as a waiver thereof. A waiver by either of
the parties of any of the covenants, conditions or agreements to be performed by the other party shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition or agreement herein contained.
18. Applicable Law. This Agreement will be governed by the laws of the State of California.
19. Venue. In the event that an action is brought, the parties agree that trial of such action will be
vested exclusively in the state courts of California in the County of Santa Clara, State of California.
20. Amendments. This document represents the entire and integrated agreement between the parties and supersedes all prior negotiations, representations, and contracts, either written or oral.
This document may be amended only by a written instrument, which is signed by the parties.
21. Severability. If a court of competent jurisdiction finds or rules that any provision of this Agreement or any amendment thereto is void or unenforceable, the unaffected provisions of this Agreement and any amendments thereto will remain in full force and effect.
[Signatures appear on the following page]
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IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first written above.
PALO ALTO TRANSPORTATION MANAGEMENT ASSOCIATION:
________________________________ Brad Ehikian Chair, Palo Alto TMA
CITY OF PALO ALTO: _______________________________
Ed Shikada
City Manager
APPROVED AS TO FORM:
______________________________
City Attorney or designee
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EXHIBIT “A” INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS
EACH OCCURRENCE AGGREGATE
YES YES
WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY
YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, AND FIRE LEGAL LIABILITY
BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED.
$1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED
BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
$1,000,000 $1,000,000 $1,000,000 $1,000,000 $1,000,000
YES PROFESSIONAL LIABILITY, INCLUDING, ERRORS AND OMISSIONS, MALPRACTICE (WHEN APPLICABLE), AND NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE: A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN COVERAGE OR OF COVERAGE CANCELLATION; AND B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL. II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE. III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
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TMA Funding Agreement 2020110201
November 2020 9
B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10) DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTRATION CITY OF PALO ALTO P.O. BOX 10250 PALO ALTO, CA 94303
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Palo Alto Transportation Management Association
855 El Camino Real #13A-200, Palo Alto, CA 94301, www.paloaltotma.org
Update regarding TMA request for funding, November 2, 2020
To: Sylvia Star-Lack, Transportation Manager, City of Palo Alto
From: PATMA Board of Directors
●Brad Ehikian, Premier Properties
●Amit Patel, Westin
●Cal Ave restaurateur Zareen Kahn
●Matthew Weinberg, Amazon/A9
●Philip Kamhi, City of Palo Alto
and PATMA Staff
●Steve Raney
●Kruti Ladani
Dear Ms. Star-Lack:
The TMA is grateful for Council’s May 26 directive to expand to Cal Ave and for the City’s generous FY20
funding of $750,000. The TMA supports the City and local business recovery by supporting essential
workers in the Downtown and California Avenue Business Districts. When public health orders allow further
reopening, the TMA hopes to accelerate economic recovery by providing Palo Alto with a competitive hiring
advantage over cities without TMAs, improved employee retention, and expanded programming to support
bicycling in support of adopted S/CAP policies.
Our May 21 $453,000 budget request (a 40% reduction from $750,000) followed the City’s adopted COVID
economic scenario calling for slow growth for July-Dec ‘20 and faster recovery for Jan-July ‘21. Based on
recent demand for TMA services and forecasts of more pessimistic economic scenarios, the TMA Board
has revised our request for FY21 to $350,000 (a 53% reduction from $750,000). Please reflect this amount
in the new funding agreement between the TMA and the City.
We look forward to continuing to support essential workers and local businesses in Palo Alto.
Sincerely,
Palo Alto TMA