HomeMy WebLinkAboutStaff Report 13589
City of Palo Alto (ID # 13589)
City Council Staff Report
Meeting Date: 11/8/2021
City of Palo Alto Page 1
Title: Approval of a Funding Agreement with the Santa Clara Valley
Transportation Authority (VTA) for City of Palo Alto On-Demand Transit
Service to Provide $2M in Funding and Requiring $500,000 in City Matching
Funds Over Two Years
From: City Manager
Lead Department: Transportation Department
Recommendation
Staff recommends that Council approve and authorize the City Manager to execute a Funding
Agreement (attached) with the Santa Clara Valley Transportation Authority (VTA) for City of
Palo Alto On-Demand Transit Service. The Agreement will provide up to $2 million in funding
and the City will be required to match up to $500,000 (or 20% of the actual project cost) over
two years.
Background
The VTA Board of Directors adopted the 2016 Measure B Transit Operations Program Category
Guidelines at their October 5, 2017 meeting. One of the Transit Operations subcategories funds
candidate projects and programs that support innovative transit service models to address
first/last-mile connections.
The 2016 Measure B Program office released the Innovative Transit Service Models Competitive
Grant call-for-projects on October 5, 2020, making available $6.0 million for distribution. The
City of Palo Alto applied for a grant on December 3, 2020, to implement an On-Demand Transit
Service. The grant application was in alignment with the August 14, 2017 council motion to
approve the Palo Alto Transit Vision Plan while directing staff to incorporate flex transit models
and seek Measure B funds.1
Discussion
VTA awarded $2,000,000 to the City of Palo Alto for the On-Demand Transit Service project as
proposed in the grant application. The On-Demand service will provide flexible routes and
flexible schedule transit service within most of the city. Pick-up and drop-off locations will be
virtually positioned within an acceptable walking distance with the help of a web application.
1 August 14, 2017 Staff Report and Action Minutes
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Door-to-door service will also be available for riders who may require extra assistance. The
attached funding agreement with VTA (Attachment A) is required for the City to obtain
Measure B Transit Operations Program Funds. The service parameters are also attached within
the funding agreement (Attachment A) starting on page 11.
Timeline
Upon execution of the funding agreement, the city will prepare and publish the Request for
Proposal (RFP) document in Fall 2021 to hire an on-demand shuttle service provider. Staff will
return to the Council in Winter 2021 for final On-Demand Transit service contract approval with
the selected vendor. Staff are targeting initiation of the service by August 1, 2022 or earlier.
Resource Impact
The approval of the funding agreement with VTA is required to receive up to $2.0 million in
Measure B Innovative Transit Service Models Program funding. The total cost of the project is
estimated to be $2.5 million. The $0.5 million in remaining project expenses is the 20%
minimum matching contribution that the City is required to make under the grant award
contract.
Staff will return to Council in Winter 2021, after a RFP is conducted, to award the contract for
On-Demand Transit Service as well as recognize the grant revenue and appropriate expense
funding for the service. The City will request reimbursement of funds for the eligible costs, and
the agreement specifies that reimbursement occurs no more than monthly.
At this time, it is assumed that the City’s matching obligation will be funded through a $160,000
In-Kind Contribution and $340,000 in fare collection. The In-Kind Contribution will be covered
by City staff’s time to oversee the implementation and maintenance of the On-Demand Transit
Service. Staff has estimated that the program could generate approximately $500,000 over the
two-year service period; however, there is a risk that the program will not generate anticipated
utilization and fare revenue. Staff will monitor program performance, and if fare collection is
not projected to meet estimates, the City can decide to terminate the funding agreement or
return to Council to request a City funded grant match at any time during the agreement
period.
Policy Implications
Participation in the Measure B funding agreement is supported by the following City of Palo
Alto Comprehensive Plan 2030 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-1.6: Encourage innovation and expanded transit access to regional destinations, multi-
modal transit stations, employment centers and commercial centers, including those within
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Palo Alto through the use of efficient public and/or private transit options such as rideshare
services, on-demand local shuttles and other first/last mile connections.
Program T1.6.1: Collaborate with transit providers, including Caltrain, bus operators and
rideshare companies, to develop first/last mile connection strategies that boost the use of
transit and shuttle service for local errands and commuting.
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.
Program T1.13.1: Investigate a pilot program to subsidize a taxi, rideshare or transit program
for Palo Altans to get to/from downtown, including offering education and incentives to
encourage users.
Stakeholder Engagement
The directive to explore flexible transit models came from Council on August 14, 2017,
following the 2015-17 Transit Vision Planning Process that included two meetings with 35
members of the public and 1,981 community survey responses. Flex transit models were
discussed in the Transit Vision Plan. Before starting an on-demand service, the selected vendor
will be required to conduct community outreach to support the successful launch of the
project.
Environmental Review
The program is not considered a project under CEQA because it has no potential for resulting in
either a direct or reasonably foreseeable indirect change in the environment. If the program is
found to be a project under CEQA, the action being considered is exempt from environmental
review pursuant to CEQA Guidelines Section 15061(b)(3) in that the activity is covered by the
general rule that CEQA applies only to projects which have the potential for causing a
significant effect on the environment. The program, which proposes no physical changes and
would support transit ridership, thereby reducing greenhouse gas emissions, would have no or
only a de minimis impact on the environment. In the alternative, the program is exempt from
further review under CEQA Guidelines Sections 15301 and 15308 as 1) it could indirectly result
in the operation or permitting of existing public facilities involving negligible or no expansion of
existing or former use and 2) consists of actions taken by the City to assure the maintenance,
restoration, enhancement, or protection of the environment.
Attachment
• Attachment A 2016 Measure B On-Demand Transit Operations Funding Program
Agreement
Attachments:
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• Attachment7.a: Attachment A: 2016 Measure
B_Innovative_Transit_PA_OnDemand_Agreement
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FUNDING AGREEMENT
BETWEEN
CITY OF PALO ALTO
AND
SANTA CLARA VALLEY TRANSPORTATION AUTHORITY
FOR
CITY OF PALO ALTO ON-DEMAND SERVICE
THIS AGREEMENT (“AGREEMENT”) is between the CITY OF PALO ALTO, referred to herein as “CITY”, and
the SANTA CLARA VALLEY TRANSPORTATION AUTHORITY, referred to herein as “VTA”. Hereinafter, CITY
and VTA may be individually referred to as “PARTY” or collectively referred to as “PARTIES”.
I. RECITALS
1. Whereas, on June 24, 2016, the VTA Board of Directors adopted a resolution to place a ballot measure
before the voters of Santa Clara County in November 2016 to authorize a one-half of one percent
retail transaction and use tax (“2016 MEASURE B”) for 30 years for nine transportation-related
program categories; and
2. Whereas, on November 8, 2016, the voters of Santa Clara County enacted 2016 MEASURE B for 30
years to pay for the nine transportation-related program categories; and
3. Whereas, the duration of 2016 MEASURE B will be 30 years from the initial year of collection,
beginning April 1, 2017, and continuing through March 31, 2047; and
4. Whereas, on October 5, 2017, the VTA Board of Directors established the 2016 Measure B Program
(“PROGRAM”) and adopted the 2016 Measure B Program Category Guidelines; and
5. Whereas, the PROGRAM includes a Transit Operations program category (“TRANSIT OPS CATEGORY”)
to increase ridership, improve efficiency, enhance mobility services for seniors and disabled, and
improve affordability for the underserved and vulnerable constituencies in the county; and
6. Whereas, the TRANSIT OPS CATEGORY consists of three sub-categories, including an Innovative
Transit Service Models Competitive Grant Program (“INNOVATIVE TRANSIT PROGRAM”); and
7. Whereas, on December 5, 2019 the VTA Board of Directors adopted the INNOVATIVE TRANSIT
PROGRAM criteria; and
8. Whereas, on October 5, 2020 the Fiscal Year (“FY”) 2020 (July 1, 2020 to June 30, 2021) to Fiscal Year
2021 (July 1, 2021 to June 30, 2022) INNOVATIVE TRANSIT PROGRAM call for projects was released;
and
9. Whereas, on March 4, 2021 the VTA Board of Directors approved the project list for the INNOVATIVE
TRANSIT PROGRAM; and
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10. Whereas, City of Palo Alto On-Demand Service is an eligible project on the VTA Board of Directors
approved project list for the INNOVATIVE TRANSIT PROGRAM; and
11. Whereas, VTA and CITY desire to specify herein the terms and conditions under which the
INNOVATIVE TRANSIT PROGRAM funds will be administered to CITY by VTA as directed by the VTA
Board of Directors.
NOW, THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the PARTIES agree as follows:
II. AGREEMENT
1. PROJECT DESCRIPTION
For the City of Palo Alto On-Demand Service project, the CITY will provide, manage, and coordinate
the operation of the transportation services (the “PROJECT”) to public during the term of this
AGREEMENT. The PROJECT should be provided in accordance with the service area and parameters,
attached hereto and incorporated herein as Attachment A.
2. TERM OF AGREEMENT
The term of this AGREEMENT will commence on the Effective Date (as defined in the signature block
below) and continue through the earlier of: (i) two years after the Effective Date, (ii) completion of
the PROJECT, (iii) cancellation of the PROJECT, or (iv) termination of this AGREEMENT pursuant to
the terms herein.
3. COST OF PROJECT
Total cost of the PROJECT (“TOTAL PROJECT COST”) is estimated not to exceed $2,500,000. TOTAL
PROJECT COST means the total cumulative dollar amount actually incurred and expended toward the
PROJECT by all PARTIES involved, as measure at the completion or termination of the PROJECT.
4. FINANCIAL CONTRIBUTION TO COST OF PROJECT
a. VTA’s Financial Contribution for PROJECT. VTA will contribute an amount not to exceed
$2,000,000 of INNOVATIVE TRANSIT PROGRAM funds to be used by CITY for completion of the
PROJECT. All funds will be available on a reimbursement basis only, pursuant to the terms and
conditions set forth herein.
b. CITY’s Financial Contribution for PROJECT. CITY is solely responsible for all funds CITY has
expended toward the PROJECT prior to March 4, 2021, and CITY must not seek reimbursement
from VTA for such costs.
c. Additional Funds. Any additional funds required to complete the PROJECT will be CITY’s sole
responsibility.
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d. PROJECT Savings. If the PROJECT is anticipated to be delivered under budget, INNOVATIVE
TRANSIT PROGRAM funds will be reduced in proportion to CITY’s Financial Contribution to
PROJECT.
e. In all circumstances, regardless of the TOTAL PROJECT COST, CITY is responsible for contributing
a minimum of 20% of the TOTAL PROJECT COST.
5. ELIGIBLE USE OF FUNDS
Only ELIGIBLE COSTS (as defined herein) directly related to the PROJECT costs incurred by CITY after
March 4, 2021, will be eligible for reimbursement.
VTA will only reimburse CITY for actual costs directly related to the PROJECT (“ELIGIBLE COSTS”).
ELIGIBLE COSTS are costs that: (i) are directly related to the planning, operation, and administration
of the PROJECT; and (ii) were incurred in compliance with all applicable 2016 Measure B Program
requirements.
6. CITY’S ROLE
a. Tasks. CITY will be the sponsor and implementing agency for the PROJECT. In its role as sponsor
and implementing agency under this AGREEMENT, CITY must perform and/or be responsible for
the following tasks:
i. Serve as project manager to provide, manage, and coordinate the operation of
PROJECT in accordance with service parameters in Attachment A.
ii. Perform all procurement actions necessary for PROJECT, including but not limited to
advertising the work via a public solicitation, opening bids in response to the public
solicitation, awarding a contract, approving contract documents, and administering
the awarded contract in accordance with all applicable laws, regulations, and codes,
including but not limited to the California Public Contract Code and the California
Labor Code.
iii. Begin PROJECT service operation within one (1) year of the Effective Date of this
AGREEMENT.
iv. Obtain all necessary permits and certifications for PROJECT.
v. Keep VTA apprised of potential changes that may affect PROJECT operations.
vi. Conduct standard close-out activities for the PROJECT, including but not limited to
performing final accounting review and reviewing all contractual requirements.
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b. Other PROJECT Management Duties. CITY must:
i. Submit a project management plan (“PMP”) to VTA in accordance with the PMP
template in Attachment B within thirty (30) business days of the Effective Date of this
AGREEMENT. The PMP must be in writing and must include information regarding
service scope, staffing plan, cost, schedule, and contracting plan.
ii. Actively monitor actual PROJECT expenditures to ensure that the 2016 MEASURE B
funds are used to pay only for ELIGIBLE COSTS (as defined in Section 5).
iii. Provide VTA with written quarterly progress reports (“PROGRESS REPORTS”) (as
supplied by VTA to CITY) on the PROJECT, including but not limited to updates on
PROJECT expenditures, any changes in scope and schedule, PROJECT status, monthly
PROJECT performance such as ridership, total miles, total hours, fare collection and
any other information VTA may require for inclusion in the progress updates.
iv. Submit the PROJECT’s final report (“FINAL REPORT”) to VTA. This FINAL REPORT must
be in writing and must include information regarding final PROJECT costs, total
ridership, total revenue miles and total revenue hours, fare collection, along with any
other information VTA may require for inclusion in the FINAL REPORT.
v. CITY will make staff available to present on the PROJECT at VTA committees as
needed.
7. VTA’S ROLE
VTA will review PROJECT’s PMP, PROGRESS REPORTS and FINAL REPORT, and provide oversight
of the PROJECT to ensure PROJECT compliance with the 2016 Measure B Program Category
Guidelines.
8. CITY’S OBLIGATIONS
CITY must:
a. Ensure that all 2016 MEASURE B funds are expended on only allowable INNOVATIVE TRANSIT
PROGRAM expenditures as described above in Section 5. ELIGIBLE USE OF FUNDS.
b. Begin request for reimbursement of ELIGIBLE COSTS (see Section 5. ELIGIBLE USE OF FUNDS)
from VTA within one (1) year of the Effective Date of this AGREEMENT.
c. Submit to VTA all records including contractors’ invoices, miscellaneous invoices, and force
account charges as substantiation for invoices submitted to VTA for reimbursement
hereunder.
d. Maintain financial records, books, documents, papers, accounting records, and other
evidence pertaining to costs related to this AGREEMENT for five (5) years. CITY shall make
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such records available to VTA upon VTA’s written request for review and audit purposes.
Financial audits will be performed at VTA’s sole discretion.
e. Submit invoices to VTA at vta.accountspayable@vta.org, no more frequently than monthly,
for reimbursement of ELIGIBLE COSTS (see Section 5. ELIGIBLE USE OF FUNDS). CITY must
submit invoices within one year of the date CITY incurs the cost submitted on the invoice for
reimbursement (unless otherwise approved by VTA in writing).
9. VTA’S OBLIGATIONS
VTA will remit the amount due to the CITY under an invoice within thirty (30) calendar days of
receipt of a complete and proper, fully documented invoice complying with the requirements
set forth herein.
10. MODIFICATION TO PROJECT SERVICE
CITY must inform VTA, in writing, of any minor modifications to PROJECT service, including, but
not limited to removal of any proposed pick up/drop off locations and schedule adjustments
within a one-hour window that do not impact frequency or service or service area changes.
CITY must inform VTA, in writing, of potential major modifications to PROJECT, including but not
limited to extended or reduced service hours of more than 30 minutes and changes in service
areas.
11. INDEMNIFICATION
Neither VTA nor any officer or employee thereof will be responsible for any damage or liability
arising out of or relating to CITY’s acts or omissions under or in connection with any work,
authority, or jurisdiction associated with this AGREEMENT. Pursuant to California Government
Code §895.4, CITY must fully defend, indemnify, and save harmless VTA from all suits or actions
of every name, kind, and description arising from an injury (as defined by California Government
Code §810.8) relating to CITY’s acts or omissions under or in connection with any work,
authority, or jurisdiction delegated to CITY under this AGREEMENT. This provision will survive
the termination or expiration of this AGREEMENT.
12. INSURANCE
At all times during this AGREEMENT, CITY must comply with the insurance requirements and
specifications of Attachment C attached hereto, and herein incorporated by reference.
13. ADDITIONAL INSURED AND INDEMNITY PROVISION
In any agreement executed between the CITY and a third party for purposes related in any way
to the subject matter of this AGREEMENT (“Third Party Contract”), the CITY must require that
VTA be named as (i) Additional insureds on a primary and non-contributory basis with
Separation of Insureds and Waiver of Subrogation on all policies of insurance, except when not
applicable required in the Third Party Contract and (ii) indemnified parties in any indemnity
provision contained in the Third Party Contract. Third Party Contracts must contain insurance
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requirements with coverages at least as broad as, and limits at least as great as, the
requirements of Attachment C in this AGREEMENT.
14. PUBLIC WORKS
If the CITY awards a contract to a third party for the performance of a public work (as defined in
California Labor Code Section 1720 through 1720.6) (a “Public Works Contract”) in connection
with this AGREEMENT, the CITY must comply, and must require such third party to comply, with
the requirements of California Labor Code Section 1720 et seq. If the Public Works Contract is
funded in whole or in part with federal funds, the CITY must also comply, and must require such
third party to also comply, with the requirements of the Davis Bacon Act (40 U.S.C. Sections 3141-
3144 and 3146-3148).
15. COMPLIANCE WITH APPLICABLE LAW
In the execution of the PROJECT and performance of its responsibilities set forth herein, CITY and
any contractor or subcontractors must comply with all applicable requirements of state, federal,
and local law. CITY and any contractor or subcontractors must comply with any applicable laws,
regulations, and/or guidelines relating to COVID-19, including, but not limited to, Centers for
Disease Control and Prevention (CDC) guidelines and Santa Clara County Department of Public
Health orders and/or guidelines.
16. COMPLIANCE WITH WAGE AND HOUR LAWS
CITY and any contractor or subcontractors they employ to perform work of the PROJECT under
this AGREEMENT, must comply with all applicable federal, state, and local wage and hour laws.
Applicable laws may include, but are not limited to, the Federal Fair Labor Standards Act, the
California Labor Code, and any local Minimum Wage Ordinance or Living Wage Ordinance.
17. COMPLIANCE WITH 2016 MEASURE B REQUIRMENTS
In its performance under this AGREEMENT, CITY must comply with, and must ensure PROJECT
compliance with all 2016 MEASURE B requirements set forth in the 2016 Measure B Program
Category Guidelines for the TRANSIT OPS CATEGORY as identified in Attachment D, attached
hereto.
18. TERMINATION
Each of the PARTIES may at any time terminate this AGREEMENT by giving ten (10) business
days' written notice of such termination to other PARTY. Notice must identify the effective date
of such cancellation and must be provided in accordance with the terms and conditions of this
AGREEMENT.
In the event of termination as set forth herein, CITY must submit its final invoice to VTA within
thirty (30) calendar days of the effective date of termination solely for ELIGIBLE COSTS incurred
by CITY prior to the effective date of the termination (see Section 5. ELIGIBLE USE OF FUNDS).
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19. AUDIT AND RECORDS
a. CITY must maintain, and shall require their contractors to maintain, in accordance with
generally accepted accounting principles and practices, complete books, accounts, records
and data pertaining to services performed under this AGREEMENT, including the costs of
contract administration. Such documentation must be supported by properly executed
payrolls, invoices, contracts, and vouchers evidencing in detail the nature and propriety of
any charges and must be sufficient to allow a proper audit of services. All checks, payrolls,
invoices, contracts and other accounting documents pertaining in whole or in part to the
services must be clearly identified and readily accessible.
b. For the duration of the AGREEMENT, and for a period of five (5) years after final payment,
VTA shall have access during normal business hours to any books, accounts, records, data,
and other relevant documents that are pertinent to this AGREEMENT for audits,
examinations, excerpts, and transactions and copies thereof must be furnished upon request.
20. NOTICES
All notices required or permitted under this AGREEMENT must be in writing, will be effective five (5)
days after being sent by personal service or certified mail, or forty-eight (48) hours after being sent
by electronic mail to the individuals at the addresses set forth below, or to such other address which
may be specified in writing by the PARTIES hereto.
VTA:
Marcella Rensi
Deputy Director, Grants & Allocations
Santa Clara Valley Transportation Authority
3331 N First Street
San Jose, CA 95134
Email: marcella.rensi@vta.org
CITY:
Philip Kamhi
Chief Transportation Official
City of Palo Alto
250 Hamilton Avenue
Palo Alto, CA, 94301
Email: Philip.Kamhi@CityofPaloAlto.org
Written notification to the other PARTY must be provided, in advance, for changes in the name or
address of the individuals identified above.
21. GENERAL TERMS AND CONDITIONS
a. Headings. The subject headings of the articles and paragraphs in this AGREEMENT are
included for convenience only and will not affect the construction or interpretation of any of
its provisions.
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b. Construction and Interpretation of Agreement. This AGREEMENT, and each of its provisions,
terms and conditions, has been reached as a result of negotiations between the PARTIES.
Accordingly, each PARTY expressly acknowledges and agrees that (i) this AGREEMENT will not
be deemed to have been authored, prepared, or drafted by any particular PARTY and (ii) the
rule of construction to the effect that ambiguities are to be resolved against the drafting party
will not be employed in the interpretation of this AGREEMENT or in the resolution of disputes.
c. Amendment. No alteration or variation of the terms of this AGREEMENT will be valid unless
made in writing and signed by both of the PARTIES hereto, and no oral understanding or
agreement not incorporated herein will be binding on any of the PARTIES hereto.
d. Entire Agreement. This AGREEMENT contains the entire understanding between VTA and
CITY relating to the subject matter hereof. This AGREEMENT supersedes any and all other
agreements which may have existed between the PARTIES, whether oral or written, relating
to the subject matter hereof. This AGREEMENT is binding upon each PARTY, their legal
representatives, and successors for the duration of the AGREEMENT.
e. Representation and Warranty of Authority. Each PARTY to this AGREEMENT represents and
warrants that each person whose signature appears hereon has been duly authorized and has
the full authority to execute this AGREEMENT on behalf of the entity that is a party to this
AGREEMENT.
f. No Waiver. The failure of either PARTY to insist upon the strict performance of any of the
terms, covenants and conditions of this AGREEMENT will not be deemed a waiver of any right
or remedy that either PARTY may have, and will not be deemed a waiver of either PARTY’s
right to require strict performance of all of the terms, covenants, and conditions hereunder.
g. Dispute Resolution. If a question or allegation arises regarding (i) interpretation of this
AGREEMENT or its performance, or (ii) the alleged failure of a PARTY to perform, the PARTY
raising the question or making the allegation shall give written notice thereof to the other
PARTY. The PARTIES shall promptly meet in an effort to resolve the issues raised. If the
PARTIES fail to resolve the issues raised, alternative forms of dispute resolution, including
mediation, may be pursued by mutual agreement. It is the intent of the PARTIES to the
greatest extent possible to avoid litigation as a method of dispute resolution.
h. Severability. If any of the provisions of this AGREEMENT (or portions or applications thereof)
are held to be unenforceable or invalid by any court of competent jurisdiction, VTA and CITY
shall negotiate an equitable adjustment in the provisions this AGREEMENT with a view toward
effecting the purpose of this AGREEMENT, and the validity and enforceability of the remaining
provisions or portions or applications thereof will not be affected thereby.
i. Governing Law. The laws of the State of California will govern this AGREEMENT, as well as
any claim that might arise between CITY and VTA, without regard to conflict of law provisions.
j. Venue. Any lawsuit or legal action arising from this AGREEMENT must be commenced and
prosecuted in the courts of Santa Clara County, California. CITY agrees to submit to the
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personal jurisdiction of the courts located in Santa Clara County, California for the purpose of
litigating all such claims.
k. Attribution to VTA. CITY must include attribution to VTA that indicates PROJECT was funded
by 2016 Measure B Funds. This provision applies to any project or publication that was funded
in part or in whole by 2016 Measure B Funds. Acceptable forms of attribution include 2016
Measure B’s branding on project-related documents, construction signs, public information
materials, and any other applicable documents. VTA will provide 2016 Measure B branding
to CITY.
l. Non-discrimination. The PARTIES and any contractors performing services on behalf of the
PARTIES (“Contractors”) will not unlawfully discriminate or permit discrimination, harass, or
allow harassment against any person or group of persons because of race, color, religious
creed, national origin, ancestry, age (over 40), sex, gender, gender identity, gender
expression, sexual orientation, marital status, pregnancy, childbirth or related conditions,
medical condition (including cancer), mental disability, physical disability (including HIV and
AIDS), genetic information, or military and veteran’s status, or in any manner prohibited by
federal, state, or local laws. In addition, the PARTIES and Contractors shall not unlawfully deny
any of their employees family care leave or discriminate against such employees on the basis
of having to use family care leave. The PARTIES and Contractors must ensure that the
evaluation and treatment of their employees and applicants for employment is free of such
discrimination and harassment.
m. Relationship of the PARTIES. It is understood that this is an AGREEMENT by and between
independent parties and does not create the relationship of agent, servant, employee,
partnership, joint venture or association, or any other relationship other than that of
independent contractor.
Signatures of PARTIES on following page.
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IN WITNESS WHEREOF, the PARTIES have executed this AGREEMENT as of the last date set forth below
(“Effective Date”).
Santa Clara Valley City of Palo Alto
Transportation Authority
Carolyn M. Gonot Ed Shikada
General Manager/CEO City Manager
Date Date
Approved:
Philip Kamhi
Chief Transportation Official
Approved as to Form: Approved as to Form:
Shannon Smyth-Mendoza
Sr. Assistant Counsel for VTA
Tim Shimizu
Deputy City Attorney
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ATTACHMENT A
Service Parameters
The proposed on-demand service provides flexible routes and flexible scheduling. Pick-up and
drop-off locations will be virtually positioned within an acceptable walking distance, usually ¼-
mile of a rider-defined start or end point.
1. Service Span: Service runs Monday through Friday between 8:00am and 6:00pm, with limited
service to Stanford Research Park (SRP) during weekday lunch hours between 11:00am and
2:00pm.
2. Service Coverage & Routes: Service coverage spans from the city limit from north to south and
from W. Bayshore Road on the east to Foothill Expressway/Junipero Serra Boulevard on the
west, as shown in Figure 1. Door-to-door service is available for riders who may require extra
assistance.
3. Infrastructure: Service will include up to 10 vehicles and at least one wheelchair-accessible
vehicle. Service will ensure that most vehicles accommodate bicycles on board.
4. Fare: $3.5 regular fares and $1 for disabled, low-income, or youth population. The proposed on-
demand service offers riders one-month free at sign up.
5. Online App: Mobile applications provided to show real-time travel data and estimated time of
arrival (ETA) information.
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Figure 1: Service Coverage
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ATTACHMENT B
Project Management Plan Template
Submitted by: Contact for this PMP.
First submittal date:
Revision version & date:
PART A – PROJECT INFORMATION
1. Project Name:
2. Project Sponsor:
3. Partnering Agencies: <List all project partners>
4. Date
5. Project Description:
a. Service type
b. Service area, route & stops
c. Service span
d. Vehicles
<Note any accommodation of wheelchair users and bikes>
e. Scheduling
<Note any technology, website, online applications for the user and operators>
f. Fare collection
<Describe how you plan to collect fares>
6. Project team
(Identify project staff/team/partner roles and responsibilities as applicable)
a. Project Manager
<The PM must be a Member Agency staff. Please identify email/phone and VTA will
contact the PM for any project or PMP questions.>
b. Procurement manager
c. Operations
d. Coordinator
e. Safety and Training
f. Marketing/outreach
g. Others
Attach a project organization chart.
PART B – FINANCIAL MANAGEMENT
1. Total project cost estimate:
a. Capital cost
b. Operating cost
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2. Source of Funds
(Identify 2016 Measure B fund and non-2016 Measure B fund sources)
PART C – PROJECT IMPLEMENTATION & MANAGEMENT
1. Project schedule
<Modify the following schedule table as needed.>
Project Milestone Month/Year
Release RFP for service provider/operator
Develop contract
Award/Execute contract
Recruit project staff
Conduct project outreach and marketing
Start-up operation (if applicable)
Full operation
2. Training and qualifications of project staff and operators
3. Agreements
<Identify any existing/anticipated agreements and provide date of execution & expiration>
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ATTACHMENT C
Insurance Requirements
CITY’S ATTENTION IS DIRECTED TO THE INSURANCE REQUIREMENTS BELOW. IT IS HIGHLY
RECOMMENDED THAT CITY CONFER WITH THEIR INSURANCE CARRIERS OR BROKERS IN ADVANCE OF
PROPOSAL SUBMISSION TO DETERMINE THE AVAILABILITY OF INSURANCE CERTIFICATES AND
ENDORSEMENTS REQUIRED BY THIS CONTRACT.
INSURANCE
Without limiting City’s obligation to indemnify and hold harmless VTA, City must procure and maintain
for the duration of the Contract insurance against claims for injuries to persons or damages to
property which may arise from or in connection with the performance of the Work hereunder by City,
its agents, representatives, or employees, or subcontractors. The cost of such insurance must be
included in Contract price. In the event of any material change in the Contract Scope of Services, VTA
reserves the right to change the insurance requirements set forth herein. City must furnish complete
copies of all insurance policies, within three (3) business days of any request for such by VTA.
A. Liability and Workers’ Compensation Insurance
1. Minimum Scope of Coverage
Coverage must be at least as broad as:
a. Insurance Services Office General Liability coverage (“occurrence” form CG 0001),
including Products/Completed Operations Liability. General Liability insurance written on
a “claims made” basis is not acceptable.
b. Insurance Services Office Business Auto Coverage, Insurance Services Office form number
CA 0001, covering Automobile Liability, code 1 “any auto.” Auto Liability written on a
“claims-made” basis is not acceptable.
c. Workers’ Compensation insurance as required by the Labor Code of the State of
California, and Employer’s Liability insurance.
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d. Professional Liability, including limited contractual liability coverage, covering liability
arising out of any negligent act, error, mistake or omission in the performance of City’s
services under this Agreement. This coverage must be continuously maintained for a
minimum of two (2) years following completion of this Agreement. This coverage may be
written on a “claims made” basis, if so, please see special provisions in Section B.
e. Cyber Liability (including privacy liability and network security coverage).
2. Minimum Limits of Insurance
City must maintain limits no less than:
a. General Liability $10,000,000 limit per occurrence for bodily injury, personal injury, and
property damage. If a General Liability or other form with a general aggregate limit is
used, either the general aggregate limit must apply separately to this project/location or
the general aggregate limit must be twice the required occurrence limit. This requirement
may be satisfied by a combination of General Liability with Excess or Umbrella.
Umbrella/Excess policies must feature inception and expiration dates concurrent with the
underlying General Liability policy, “Follow Form” coverage, and a “Drop Down”
provision.
b. Automobile Liability (including umbrella/excess liability): $10,000,000 limit per accident
for bodily injury and property damage. This requirement may be satisfied by a
combination of Auto Liability with Excess or Umbrella. Umbrella/Excess policies must
feature inception and expiration dates concurrent with the underlying auto liability policy,
“Follow Form” coverage, and a “Drop Down” provision.
c. Workers’ Compensation and Employer’s Liability: Statutory Workers’ Compensation
limits and Employer’s Liability limits of $1,000,000 per accident.
d. Professional Liability: $2,000,000 each occurrence/aggregate minimum limit per claim.
This requirement may be satisfied by a combination of Professional Liability with Excess
or Umbrella. Umbrella/Excess policies must feature inception and expiration dates
concurrent with the underlying professional liability policy, “Follow Form” coverage, and
a “Drop Down” provision.
e. Cyber Liability: $1,000,000 per occurrence.
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3. Self-Insured Retention
The certificate of insurance must disclose the actual amount of any deductible or self-insured
retention, or lack thereof, for all coverages required herein. Any self-insured retention or
deductible in excess of $250,000 must be declared to and approved by VTA. If City is a
governmental authority such as a state, municipality or special district, self-insurance is
permitted. To apply for approval for a level of retention or deductible in excess of $250,000,
City must provide a current financial report including balance sheets and income statements
for the past three years, so that VTA can assess City’s ability to pay claims falling within the
self-insured retention or deductible. Upon review of the financial report, if deemed necessary
by VTA in its sole discretion, VTA may elect one of the following options: to accept the existing
self-insured retention or deductible; require the insurer to reduce or eliminate the self-
insured retention or deductible as respects VTA, its directors, officers, officials, employees
and volunteers; or to require City to procure a bond guaranteeing payment of losses and
related investigations, claim administration and defense expenses. Applicable costs resulting
therefrom will be borne solely by City. City may request execution of a nondisclosure
agreement prior to submission of financial reports.
B. Claims Made Provisions (not applicable to General Liability or Auto Liability)
Claims-made coverage is never acceptable for General Liability or Auto Liability. Claims-made may
be considered for Professional, Environmental/Pollution, or Cyber Liability. If coverage is written
on a claims-made basis, the Certificate of Insurance must clearly state so. In addition to all other
coverage requirements, such policy must provide that:
1. The policy must be in effect as of the date of this Agreement and the retroactive date
must be no later than the date of this Agreement.
2. If any policy is not renewed or the retroactive date of such policy is to be changed, City
must obtain or cause to be obtained the broadest extended reporting period coverage
available in the commercial insurance market. This extended reporting provision must
cover at least two (2) years.
3. No prior acts exclusion may be added to the policy during the contract period.
4. The policy allows for reporting of circumstances or incidents that might give rise to future
claims.
C. Other Provisions
The policies must contain, or be endorsed to contain, the following provisions:
1. General Liability and Automobile Liability
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a. VTA, its directors, officers, officials, employees and volunteers are to be named as
additional insureds as respects: liability arising out of activities performed by or on behalf
of City, including VTA’s general supervision of City; products and completed operations of
City and its subcontractors; premises owned, occupied or used by City; or automobiles
owned, leased, hired or borrowed by City. The coverage must contain no special
limitations on the scope of protection afforded to VTA, its directors, officers, officials,
employees, or volunteers. Additional Insured endorsements must provide coverage at
least as broad as afforded by the combination of ISO CG 20 10 10 01 and CG 20 37 10 01.
b. Any failure to comply with reporting provisions of the policies may not affect coverage
provided to VTA, its directors, officers, officials, employees, or volunteers.
c. City’s insurance must apply separately to each insured against whom claim is made or suit
is brought, except with respect to the limits of the insurer’s liability.
d. The General Liability General Aggregate limit must apply per project, not per policy.
e. Products/Completed Operations Liability coverage must be maintained for a minimum of
two (2) years following completion of this Contract.
2. All Coverages
a. The insurer must agree to waive all rights of subrogation against VTA, its directors,
officers, officials, employees, and volunteers for losses arising from work performed by
City and its subcontractors for VTA.
b. City’s insurance coverage must be primary insurance as respects VTA, its directors,
officers, officials, employees, and volunteers. Self-insurance or insurance that may be
maintained by VTA, its directors, officers, officials, employees, or volunteers may apply
only as excess to City’s insurance. City’s insurance must not seek contribution from
VTA’s insurance program.
3. Other insurance provisions
a. The Certificate must disclose the actual amounts of all deductibles or self-insured
retentions.
b. If any coverage forms or endorsements required by this Contract are updated by their
publishers, whether they be the insurance carrier(s), the Insurance Services office, or the
American Association of Insurance Services, during the duration of this Contract, VTA
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reserves the rights to require City to procure said coverage forms or endorsements using
the updated versions upon the next renewal cycle.
D. Acceptability of Insurers
Insurance and bonds must be placed with insurers with an A.M. Best’s rating of no less than A VII
(financial strength rating of no less than A and financial size category of no less than VII), unless
specific prior written approval has been granted by VTA.
E. Certificates of Insurance
City must furnish VTA with a Certificate of Insurance. The certificates for each insurance policy are
to be signed by an authorized representative of that insurer. The certificates must be issued on a
standard ACORD Form. City must instruct their insurance broker/agent to submit all insurance
certificates and required notices electronically in PDF format to Insurance.certificates@vta.org.
All endorsements must be attached to the ACORD certificate in a single PDF document.
The certificates must (1) identify the insurers, the types of insurance, the insurance limits, the
deductibles, and the policy term, (2) include copies of all the actual policy endorsements required
above, and (3) in the “Certificate Holder” box include:
Santa Clara Valley Transportation Authority (“VTA”)
3331 North First Street
San Jose, CA 95134-1906
In the Description of Operations/Locations/Vehicles/Special Items Box, the VTA Contract number
must appear, the list of policies scheduled as underlying on the Umbrella/Excess policy must be
listed, Certificate Holder must be named as additional insured, and Waiver of Subrogation must
be indicated as endorsed to all policies as stated in the Contract Documents.
It is a condition precedent to award of this Contract that all insurance certificates and
endorsements be received and approved by VTA before Contract execution. No work may be
performed until insurance is in full compliance. VTA reserves the rights to require complete,
certified copies of all required insurance policies, at any time.
If City receives notice that any of the insurance policies required by this Exhibit may be cancelled
or coverage reduced for any reason whatsoever, City must immediately provide written notice to
VTA that such insurance policy required by this Exhibit is canceled or coverage is reduced.
F. Maintenance of Insurance
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If City fails to maintain insurance as required herein, VTA, at its option, may suspend payment for
work performed and/or may order City to suspend work at City’s expense until a new policy of
insurance is in effect.
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ATTACHMENT D
Transit Operations Program Guidelines
(Adopted by VTA Board of Directors on October 5, 2017)
Definition from Resolution No. 2016.06.17
The revenue from this program category will provide additional funds specifically for bus
operations to serve vulnerable, underserved, and transit dependent populations throughout the
county. The goals of the program category are to increase ridership, improve efficiency,
enhance mobility services for seniors and disabled, and improve affordability for the
underserved and vulnerable constituencies in the county. As VTA considers modifications to bus
operations and routes to improve ridership and efficiencies, these funds may also be utilized to
maintain and expand service to the most underserved and vulnerable populations. The funds
may be used to increase core bus route service frequencies, extending hours of operations to
early morning, evenings and weekends to improve mobility, safe access and affordability to
residents that rely on bus service for critical transportation mobility needs. Attachment D
describes the list of Candidate Projects and Programs.
Total Funding
• $500 million in 2017 dollars.
Distribution
• VTA anticipates that allocations will be programmed based upon the total allocation for
the Transit Operations Program contained in 2016 Measure B divided by the number of
years in the measure.
• Future allocations will vary depending upon the amount of sales tax revenue collected.
• The Transit Operations Program Area funding will be allocated for the following four
programs identified in 2016 Measure B Attachment D:
o Enhance Frequent Core Bus Network by increasing core bus route service
frequencies, and expanding or adding additional evening, late night and weekend
service.
o Expand mobility services and affordable fare programs for seniors, disabled,
students and low-income riders.
o Support new/innovative transit service models to address first/last mile
connections and transit services for the transit dependent, vulnerable
populations and paratransit users that is safe and accountable.
o Improve amenities at bus stops to increase safety, security and access with
lighting and access improvements.
The proposed allocations for the four categories are as follows:
2016 Measure B Transit Operations Program Area
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Area Funding Allocation (Proposed)
Frequent Core Bus Network 73%
Innovative Mobility Models & Programs 8%
Fare Programs 15%
Bus Stop Amenities 4%
Implementation
For FY18 & FY19 Budget Allocation:
• The Enhanced Frequent Core Bus Network will directly fund VTA’s core bus network of
services increasing core bus route service frequencies, and expanding or adding
evening, late night and weekend service.
• The Fare Programs will fund the Transit Assistance Program (TAP) and reduced fares for
youth.
• The Innovative Transit Models Program will support goals to address first/last mile
connections. Strategies may include competitive grant programs to help fund services
operated by local jurisdictions, utilize excess paratransit capacity, and other programs
that encourage investments in local service.
• The Bus Stop Amenities Program will directly fund improvements at VTA’s bus stops.
The bus stop improvements will be prioritized based on VTA’s Transit Passenger
Environment Plan and ongoing maintenance needs.
Six to 12 months into the implementation of the Next Network, staff will have ridership
data available to evaluate potential increases to the ridership hours where we see higher
demand for service. To meet our commitment as expressed in 2016 Measure B and in
collaboration with the public, VTA will make increased investments in service hours in the
system focusing on those areas where we see the greatest demand by transit dependent
populations.
VTA will consider the potential for further reducing the fares for seniors and youth with a
requested goal of free rides.
Criteria
• Only projects and programs currently listed on 2016 Measure B Attachment D
are eligible.
Requirements
• For potential competitive grants for the Innovative Transit Models Program:
o Reporting requirements will be detailed in agreements executed with VTA
for project funding.
o All applications must include a delivery schedule.
o Funds will be available on a reimbursement basis.
• VTA Complete Streets reporting requirements will be required for all capital
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improvements projects.
• All collateral material will be required to display a 2016 Measure B logo.
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