HomeMy WebLinkAboutStaff Report 2303-11287.Agreement with Stanford University to provide $744,000 in funding for expanded Palo
Alto Link (PAL) on-demand transit services; Contract Amendment No. 1 with Nomad
Transit, LLC (Via) to increase total contract amount not to exceed $3,244,000 for up to
two years; and Associated Budget Amendment in the General Fund. CEQA status – not a
project.
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City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Transportation
Meeting Date: April 10, 2023
Report #:2303-1128
TITLE
Agreement with Stanford University to provide $744,000 in funding for expanded Palo Alto Link
(PAL) on-demand transit services; Contract Amendment No. 1 with Nomad Transit, LLC (Via) to
increase total contract amount not to exceed $3,244,000 for up to two years; and Associated
Budget Amendment in the General Fund. CEQA status – not a project.
RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager or their designee to:
1.Execute the attached Cost Sharing Agreement with Stanford University to provide
expanded Palo Alto Link services to Stanford Research Park (Attachment A);
2.Execute Contract Amendment No. 1 with Nomad Transit, LLC (Via), to provide expanded
Palo Alto Link services, beginning following Council’s approval, through the pilot phase of
the program, concluding no later than March 31, 2025 for a revised not to exceed total of
$3,244,000 (Attachment B); and.
3.Amend the Fiscal Year 2023 Budget Appropriation Ordinance for the General Fund
(requires a 2/3 majority vote) by:
a.Increasing the Office of Transportation revenue estimate for Charges of Services
by $744,000; and
b.Increasing the Office of Transportation contract services expense appropriation by
$744,000.
BACKGROUND
Staff previously provided City Council a study session describing funding and other relevant
details entailed with providing Palo Alto Link services1. PAL provides on-demand transit service
1 City Council, February 6, 2023; Agenda Item #1, SR #2301-0878
https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=82262
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Monday—Friday for a 10-hour service span 8:00 am-6:00 pm. The service operates within most
of the City, with exceptions only to the east and west ends that house large open spaces and
conservation lands. PAL is utilizing a ten (10) vehicle fleet to provide virtually positioned pick-up
and drop-off location within an acceptable walking distance with the help of a web application.
Door-to-door service is available for riders who may require extra assistance. The service
addresses first-/last-mile challenges in Palo Alto and provides a convenient and affordable
transportation option for residents, employees, and vulnerable/transit-dependent populations.
Finding and securing funding partners such as SRP is an integral strategy to establishing a long-
term path forward for funding PAL transit services. The City Council approved the contract for
this service with2.
DISCUSSION
City staff have negotiated with Stanford University and operator Via to provide an expansion of
Palo Alto Link (PAL) services to 1) include the Stanford Research Park during all regular hours of
the program; 2) subsidize rides to and from the Stanford Research Park as part of the program
in lieu of charging riders the regular fee; 3) Provide Stanford with ride data periodically regarding
rides to/from Stanford Research Park; Stanford University has agreed to pay the City $744,000
for the expanded service.
This funding and service contract agreement expands the regular fleet deployment from nine (9)
vehicles to ten (10) vehicles. Under the current contract, the 10th vehicle was to be held in
reserve. Under the new arrangement, that 10th vehicle will be deployed as necessary to meet any
additional demand peaks needing coverage.
City and Via staff plan to continue the service beyond the initial 18 months secured by Measure
B VTA Innovative Transit funds and will be seeking out additional grant funds and partnership
funding opportunities.
FISCAL/RESOURCE IMPACT
Approval of these agreements with Stanford University and Via require a budget amendment in
the General Fund to increase the Office of Transportation’s expenses by $744,000, offset by an
increase to the revenue estimate for the Palo Alto Link program by $744,000, thus it is cost
neutral.
STAKEHOLDER ENGAGEMENT
Public engagement is ongoing since the program launched on March 7. Stakeholders targeted for
notification of the service include Caltrain riders, commuters to Palo Alto, service providers
2 City Council, December 12, 2022; Agenda Item #8, SR #14959
https://recordsportal.paloalto.gov/Weblink/DocView.aspx?id=82138
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targeting older adults, senior living communities, youth service providers, neighborhood groups,
etc. Community engagement and marketing activities may include tabling at community events
and destinations (Farmer’s Market, Caltrain stations, grocery stores) and social media campaigns
(NextDoor, Facebook, Uplift Local, local newspapers, City blog posts, etc.). Stanford Research
Park will also be providing notification to and engagement with their stakeholders to encourage
ridership.
ENVIRONMENTAL REVIEW
ATTACHMENTS
APPROVED BY:
Stanford Agreement No. 63080569
PURCHASING GUIDE – APPENDIX L PAGE 1 OF 7
Appendix L:
Short Form Agreement for
Revenue Contracts
See next page for Forms and Instructions:
DocuSign Envelope ID: CE9292C2-E8EA-474C-93C0-D31FAA2CADDB
Stanford Agreement No. 63080569
PAGE 2 OF 7 APPENDIX L – SHORT FORM AGREEMENTS FOR REVENUE CONTRACTS
Short Form Agreement for Revenue Contracts
Cost-Sharing Agreement between the City of Palo Alto and
Stanford for On-Demand Transit Services Contract #: C23187713
BY THIS AGREEMENT MADE AND ENTERED INTO ON THE 3rd DAY OF APRIL 2023 BY AND BETWEEN THE
CITY OF PALO ALTO (“CITY”) AND THE BOARD OF TRUSTEES OF THE LELAND STANFORD JUNIOR
UNIVERSITY (“STANFORD”), 3215 Porter Drive, Palo Alto, CA 94304-1286. IN CONSIDERATION OF THEIR
MUTUAL COVENANTS, THE PARTIES HERETO AGREE AS FOLLOWS:
CITY SHALL PROVIDE OR FURNISH THE FOLLOWING SPECIFIED 1) GOODS AND MATERIALS, 2) SERVICES
OR 3) A COMBINATION THEREOF AS SPECIFIED IN THE EXHIBITS NAMED BELOW AND ATTACHED HERETO
AND INCORPORATED HEREIN BY THIS REFERENCE: EXHIBIT A – SCOPE OF SERVICES.
EXHIBITS THE FOLLOWING ATTACHED EXHIBITS HEREBY ARE MADE PART OF THIS AGREEMENT:
CONTRACT IS NOT COMPLETE UNLESS ALL EXHIBITS ARE ATTACHED
Exhibit A - Scope of Services
Exhibt B- Payment Plan
Exhibit C- Insurance Requirements
TERM THE SERVICES AND/OR MATERIALS FURNISHED UNDER THIS AGREEMENT SHALL
COMMENCE ON MARCH 7, 2023 AND SHALL BE COMPLETED BEFORE MARCH 31, 2025.
COMPENSATION FOR THE FULL PERFORMANCE OF THIS AGREEMENT: STANFORD SHALL PAY CITY AN
AMOUNT NOT TO EXCEED $744,000 IN ACCORDANCE WITH EXHIBIT B.
CITY ACCOUNT NUMBER:
COST CENTER GL ACCT
PROJECT /INTERNAL ORDER PHASE NO.
DOLLAR AMOUNT
66030004 31990
GENERAL TERMS AND CONDITIONS ARE INCLUDED ON ALL PAGES OF THIS AGREEMENT.
.
HOLD HARMLESS. Each party shall indemnify, defend and hold harmless the other party, its Council Members, officers,
employees, and agents from any and all demands, claims or liability of any nature, including wrongful death, caused by or
arising out of the other party, its officers’, directors’, employees’ or agents’ negligent acts, errors, or omissions, or willful
misconduct.
ENTIRE AGREEMENT. This agreement and the terms and conditions on the following pages represent the entire
agreement between the parties with respect to the purchase and sale of the goods, equipment, materials or supplies or
payment for services which may be the subject of this agreement. All prior agreements, representations, statements,
negotiations and undertakings whether oral or written are superseded hereby.
DocuSign Envelope ID: CE9292C2-E8EA-474C-93C0-D31FAA2CADDB
PURCHASING GUIDE – APPENDIX L PAGE 3 OF 7
IN WITNESS THEREOF, THE PARTIES HAVE EXECUTED THIS AGREEMENT THE DAY, MONTH, AND YEAR
FIRST WRITTEN ABOVE.
PROJECT MANAGER AND REPRESENTATIVE FOR STANFORD
FOR CITY
NAME: Nathan Baird BY:
DEPT: Office of Transportation TITLE: Procurement Director
P.O, BOX 10250
PALO ALTO, CA 94303 Date:
Telephone 650-329-2520
INVOICING SEND ALL INVOICES TO THE CITY, ATTN: PROJECT MANAGER
CITY OF PALO ALTO APPROVALS: (ROUTE FOR SIGNATURES ACCORDING TO NUMBERS IN APPROVAL
BOXES BELOW)
Budgeted
ADMINISTRATION INSURANCE
REVIEW
BY:_____________________________________
BY:________________________ _______________________
DocuSign Envelope ID: CE9292C2-E8EA-474C-93C0-D31FAA2CADDB
3/14/2023
Stanford Agreement No. 63080569
PAGE 4 OF 7 APPENDIX L – SHORT FORM AGREEMENTS FOR REVENUE CONTRACTS
CITY OF PALO ALTO
GENERAL TERMS AND CONDITIONS
A. ACCEPTANCE. This agreement is limited to the terms
and conditions on pages 1 through 4 inclusive and any exhibits
referenced.
B. GOVERNING LAW AND VENUE. This agreement
shall be governed by the laws of the state of California. The
courts of the State of California in the County of Santa Clara
and the federal court for the Northern District of California
have sole jurisdiction over any disputes that arise over this
agreement.
C. NO EMPLOYMENT; CONFLICTS. It is understood and
agreed that this agreement is not a contract of employment in
the sense that the relation of master and servant exists between
the CITY and undersigned. At all times CITY shall be deemed
to be an independent contractor and STANFORD is not
authorized to bind CITY to any contracts or other obligations.
In executing this agreement, STANFORD certifies that no one
who has or will have any financial interest under this
agreement is an officer or employee of CITY.
D. INSURANCE. STANFORD agrees to provide the
insurance specified in the “Insurance Requirements” form
attached hereto as Exhibit C or self-insure to equivalent
standards. In the event STANFORD is unable to secure a
policy endorsement naming the City of Palo Alto as an
additional insured under any comprehensive general liability or
comprehensive automobile policy or policies, STANFORD
shall at a minimum, and only with the written approval of
City’s Risk Manager or designee, cause each such insurance
policy obtained by it to contain an endorsement providing that
the insurer waives all right of recovery by way of subrogation
against CITY, its officers, agents, and employees in connection
with any damage, claim, liability personal injury, or wrongful
death covered by any such policy. Each such policy obtained
by STANFORD shall contain an endorsement requiring thirty
(30) days' written notice from the insurer to CITY before
cancellation or reduction in the coverage or limits of such
policy. STANFORD shall provide certificates of such policies
or other evidence of coverage satisfactory to City's Risk
Manager, together with evidence of payment of premiums, to
CITY at the commencement of this agreement, and on renewal
of the policy, or policies, not later than twenty (20) days before
expiration of the terms of any such policy. CITY agrees to
maintain insurance of equivalent standards as STANFORD.
E. TERMINATION. This agreement may be terminated by
either party upon thirty (30) days written notice to the other
party. Monies then owing based upon work satisfactorily
accomplished shall be paid to CITY.
F. CHANGES. This agreement shall not be assigned or
transferred without the written consent of the either party. No
changes or variations of any kind are authorized without the
written consent of the both parties.
G. Reserved.
H. NO IMPLIED WAIVER. No payment, partial payment,
acceptance, or partial acceptance by either party shall operate
as a waiver on the part of such party of any of its rights under
this agreement.
I. Reserved.
J. Reserved.
K. Reserved.
L. Reserved.
M. PRICE TERMS. Extra charges, invoices and payment.
No extra charges of any kind will be allowed unless
specifically agreed to in writing by CITY. All state and federal
excise, sales and use taxes shall be stated separately on the
invoices. In event CITY reduces its price for such materials or
services during the term of this agreement, CITY agrees to
reduce the prices or rates hereof correspondingly.
N. Reserved.
O. Reserved.
P. NO THIRD PARTY BENEFICIARIES. Nothing in this
Agreement shall give any rights to any person other than the
Parties to this Agreement.
Q. USE OF STANFORD TRADEMARKS. CITY agrees not
to use Stanford's name or other Stanford trademarks (together
referred to herein as the "Marks"), or the name or trademarks of
any related organization, or to quote any of Stanford's faculty,
staff, students, volunteers or agents ("Quotes"), either in
writing or orally, without the prior written consent of
STANFORD’s Senior Director, University Brand
Management. This prohibition includes, but is not limited to,
use of the Marks or Quotes in press releases, advertising,
marketing materials, other promotional materials,
presentations, photographs for commercial use, case studies,
reports, websites, application or software interfaces, and other
electronic media.
DocuSign Envelope ID: CE9292C2-E8EA-474C-93C0-D31FAA2CADDB
Rev. August 27, 2019
EXHIBIT A – SCOPE OF SERVICES
In consideration for Stanford’s payment under this Agreement, City shall:
1. Expand the City’s On-Demand Transit program delivered under City contract C23184827 or its
successors with Nomad Transit LLC (“program”) to include the Stanford Research Park during all
regular hours of the program.
2. Provide free rides to and from the Stanford Research Park as part of the program in lieu of
charging riders the regular fee.
3. Provide Stanford with ride data on a periodic basis regarding rides to/from Stanford Research
Park. Such data will not include personal information of the riders.
DocuSign Envelope ID: CE9292C2-E8EA-474C-93C0-D31FAA2CADDB
EXHIBIT B – PAYMENT PLAN
Stanford shall pay City $31,000 per month for the term of this Agreement.
DocuSign Envelope ID: CE9292C2-E8EA-474C-93C0-D31FAA2CADDB
Rev. August 27, 2019
EXHIBIT C – INSURANCE REQUIREMENTS
STANFORD WARRANTS THAT IT HAS INSURANCE TO SUPPORT THIS AGREEMENT AND THAT IT WILL MAINTAIN
COVERAGE FOR THE DURATION OF THIS AGREEMENT AS PROVIDED BELOW.
CONTRACT IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS
AS SPECIFIED HEREIN.
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
EACH
OCCURRENCE AGGREGATE
YES
YES
WORKER’S COMPENSATION
EMPLOYER’S LIABILITY
STATUTORY
STATUTORY 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
$250,000
$500,000
$100,000
$250,000
$500,000
$100,000
NO
PROFESSIONAL LIABILITY,
INCLUDING, ERRORS AND
OMISSIONS, MALPRACTICE
(WHEN APPLICABLE), AND
NEGLIGENT PERFORMANCE
ALL DAMAGES $1,000,000
DocuSign Envelope ID: CE9292C2-E8EA-474C-93C0-D31FAA2CADDB
Vers.: Aug. 5, 2019
Page 1 of 5
AMENDMENT NO. 1 TO CONTRACT NO. C23184827
BETWEEN THE CITY OF PALO ALTO AND
NOMAD TRANSIT, LLC
This Amendment No. 1 (this “Amendment”) to Contract No. C23184827 (the “Contract” as
defined below) is entered into as of April 10, 2023, by and between the CITY OF PALO ALTO, a
California chartered municipal corporation (“CITY”), and NOMAD TRANSIT, LLC, a Delaware limited
liability company, located at 10 Crosby Street, 2nd Floor, New York, NY 10013 (“CONSULTANT”).
CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.
R E C I T A L S
A. The Contract (as defined below) was entered into by and between the Parties hereto
for the provision of providing transit and shuttle services, inclusive of equipment, transportation
planning, customer engagement, and marketing services, labor and vendor services, and the
technology to support services, as detailed therein.
B. The Parties now wish to amend the Contract in order to increase not to exceed
compensation by five hundred fifty-eight thousand five hundred fifty dollars ($558,550) from two
million forty-three thousand five hundred fifty dollars ($4,043,550.00) to a new not-to-exceed total
compensation of two million six hundred one thousand five hundred fifty dollars ($2,601,550.00)
for 6,194 additional vehicle hours (from 21,580 hours to 27,774 hours) as detailed herein.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of
this Amendment, the Parties agree:
SECTION 1. Definitions. The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” shall mean Contract No. C23184827
between CONSULTANT and CITY, dated December 12, 2022.
b. Other Terms. Capitalized terms used and not defined in this Amendment
shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 4, “NOT TO EXCEED COMPENSATION” of the Contract is hereby
amended to read as follows:
“The compensation to be paid to CONSULTANT for performance of the Services shall be based on
the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any
reimbursable expenses specified therein, and the maximum total compensation shall not exceed
two million six hundred one thousand five hundred fifty dollars ($2,601,550.00). The hourly
schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work
DocuSign Envelope ID: B8F3E78B-8F59-413B-B892-951DD0F821ED
Vers.: Aug. 5, 2019
Page 2 of 5
performed or expenses incurred for which payment would result in a total exceeding the maximum
compensation set forth in this Section 4 shall be at no cost to the CITY.”
SECTION 3. The following exhibit(s) to the Contract is/are hereby amended or added, as
indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby
incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit “C” entitled “Compensation, Amendment No. 1”, AMENDED,
REPLACES PREVIOUS.
SECTION 4. Legal Effect. Except as modified by this Amendment, all other provisions of the
Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 5. Incorporation of Recitals. The recitals set forth above are terms of this
Amendment and are fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
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SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed
this Amendment effective as of the date first above written.
CITY OF PALO ALTO
____________________________
City Manager
APPROVED AS TO FORM:
__________________________
City Attorney or Designee
NOMAD TRANSIT, LLC
Officer 1
By:___________________________
Name:_________________________
Title:__________________________
Officer 2
By:___________________________
Name:_________________________
Title:__________________________
Attachments:
EXHIBIT “C” entitled “COMPENSATION, AMENDMENT NO. 1 (AMENDED, REPLACES PREVIOUS)
DocuSign Envelope ID: B8F3E78B-8F59-413B-B892-951DD0F821ED
Alex Lavoie, Chief Operating Officer
Manager
Erin Abrams
Chief Legal Officer
Vers.: Aug. 5, 2019
Page 4 of 5
EXHIBIT C
COMPENSATION, AMENDMENT NO. 1
(AMENDED, REPLACES PREVIOUS)
CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and
conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall
be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget
amount for each task set forth below.
CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the
tasks or categories listed below, provided that the total compensation for the Services, including
any specified reimbursable expenses, and the total compensation for Additional Services (if any,
per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this
Agreement.
CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional
Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses
incurred for which payment would result in a total exceeding the maximum amount of
compensation set forth in this Agreement shall be at no cost to the CITY.
BUDGET SCHEDULE
Task 1
(Upfront Costs)
$92,500.00
Task 2
(Vehicle Hours (Up to 27,774 Hours))
$2,503,050.00
Task 3
(Estimated Electricity Cost (To be Treated as a
Total for Services and Reimbursable Expenses $2,601,550.00
Maximum Total Compensation $2,601,550.00
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Note: Pricing assumes that the Services provided hereunder are tax exempt and assumes service
hours of 8am-6pm M-F. Pricing assumes launch within 4 months of contract signing. Estimated
Electricity Cost assumes 2 active EVs with 171 Wh/km efficiency and electricity cost at $0.23 / kWh.
Electricity costs will be treated as a pass-through. In the event that the Services cease to be tax
exempt, such taxes will be treated as pass-through and charged to the City.
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative
support time/overtime, information systems, software and hardware, photocopying,
telecommunications (telephone, internet), in-house printing, insurance and other ordinary business
expenses, are included within the scope of payment for Services and are not reimbursable
expenses hereunder.
Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed
at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are:
NONE up to the not-to-exceed amount of: $0.00.
All requests for reimbursement of expenses, if any are specified as reimbursable under this section,
shall be accompanied by appropriate backup documentation and information.
DocuSign Envelope ID: B8F3E78B-8F59-413B-B892-951DD0F821ED