HomeMy WebLinkAboutStaff Report 2308-18837.Approve and authorize the City Manager or designee to execute a three-year Funding
Agreement with the Palo Alto Transportation Management Association (TMA), providing
$200,000 in funding for FY24. CEQA status – not a project.
City Council
Staff Report
From: City Manager
Report Type: CONSENT CALENDAR
Lead Department: Transportation
Meeting Date: September 11, 2023
Report #:2308-1883
TITLE
Approve and authorize the City Manager or designee to execute a three-year Funding
Agreement with the Palo Alto Transportation Management Association (TMA), providing
$200,000 in funding for FY24. CEQA status – not a project.
RECOMMENDATION
Staff recommends that Council approve and authorize the City Manager or their 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 $200,000 in
funding for Fiscal Year 2024 (FY24) for transportation demand management services on the same
terms as the prior funding agreement and extending the geographic area for the use of a subset
of City funds to all of Palo Alto.
EXECUTIVE SUMMARY
The Palo Alto Transportation Management Association (TMA) implements programs to reduce
single-occupancy vehicle (SOV) trips to and from Palo Alto. The funding agreement between the
Palo Alto TMA and the City restricts the use of City funds to trip reduction programs in the
Downtown and California Avenue areas only and requires the TMA to report on the use of these
funds. On June 19, 2023, as part of the annual budget process, Council approved $200,000 in
FY24 funding for the TMA and allowed the TMA to use $25,000 of the funds anywhere in Palo
Alto for its programs to reduce single-occupancy vehicle (SOV) trips to and from Palo Alto. The
proposed Funding Agreement (Attachment A) reflects Council action and allows funding to be
provided in the next two fiscal years subject to Council annual appropriation of funds.
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 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. 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; an
additional $100,000 was provided to support the TMA’s work in 2017. The City Council adopted
a Fiscal Year 2018 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. In December 2018, the agreement
was amended to incorporate additional funds allocated for FY 2019 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 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 with 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 FY 2020. That agreement expired on June 30, 2020.
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 Plan.4 In that month, 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 FY 2021, and approved the use of City funds for the
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
4 Report #11307: https://www.cityofpaloalto.org/civicax/filebank/blobdload.aspx?t=64175.41&BlobID=76770
TMA’s programs in the California Avenue Business District as well as the Downtown.5 A new
three-year funding agreement was signed in 2020 reflecting Council’s appropriation of $350,000
in FY 2021 per TMS’s request. Council allocated $150,000 in funds for the TMA for FY 2022 and
in the following year allocated $200,000 for FY 2023. As part of the FY2024 budget, Council
allocated $200,000 in funds for the TMA.6 This funding will be provided under the new proposed
funding agreement (Attachment A).
ANALYSIS
Continued regular reports are required under the proposed TMA funding agreement with the
City. In the past year, the TMA used City funds to purchase transit passes for low-income workers,
supporting their use of transit, and subsidized other programs such as carpooling, biking, and
ride-share aimed at increasing all Downtown and California Avenue commuters’ use of
alternative modes of transportation. In May 2023, an informational report transmitted to Council
the TMA’s 2022 Annual Report, the Fall 2022 Downtown Commute Survey, and a summary of the
2023-2026 TMA Strategic Business Plan.7 The Annual Report provides details on the full slate of
TMA activities in calendar year 2022.
Previewing items that may be included in the 2023 Annual Report next year, TMA staff have
accomplished the following selected program highlights since January 2023:
•Grew program participation by 73%
The number of program participants rose from 122 in January 2023 to 211 in June 2023,
representing 73% growth and reduced demand for parking by over 200 cars per day.
•Selected to receive Caltrain GoPasses
For the 2023 calendar year, Caltrain chose the TMA to receive 216 of its equity-centered
transit passes through the GoPass Donation Program.
•Expanded the Board of Directors
The TMA recently added two new Board members for a total of nine, representing six
businesses, one City representative, and two community representatives.
•Presented Bike Love Mobile App to VTA Member City Staff
Motion app development staff and TMA staff presented the Bike Love mobile app to
VTA’s Systems Operations & Management Working Group Meeting. VTA is considering
using the app to help solve the first-/last-mile challenge for people to access transit.
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
6 Report #2303-1162:
https://cityofpaloalto.primegov.com/meetings/ItemWithTemplateType?id=1827&meetingTemplateType=2
7 Report #2304-1356:
https://cityofpaloalto.primegov.com/meetings/ItemWithTemplateType?id=2235&meetingTemplateType=2
•Launched a refurbished bicycle program
Through a partnership with local non-profit Silicon Valley Bicycle Exchange, TMA staff
have helped 5 Downtown/Cal Ave workers acquire refurbished bicycles to use for
commuting to work.
•Supported Bike to Wherever Days
Staff and 3 board members staffed energizer stations throughout Palo Alto during Bike
to Wherever Days
•Translated website into Spanish
Site visitors can now toggle between English and Spanish pages and access program
applications in Spanish.
The TMA is staffed by one part-time executive director and one part-time program coordinator
via a contract with Altrans TMA, a firm specializing in transportation demand management.
Two other Altrans staff assist as needed. TMA staff has developed strong relationships with
many local business managers who value the TMA's programs and note that for participating
employees, free transit passes and Bike Love rewards lower turnover and reduce the stress and
financial burden of complying with parking regulations.
The TMA’s program portfolio continues to support essential workers in Palo Alto, and the
organization added a bicycle incentive program in 2022 to support business recovery and
reopening in the Downtown and California Ave Business Districts. With a $100,000 grant from
the Transportation Research Board, the TMA partnered with the startup Motion to develop the
Bike Love mobile app that provides $5 per day to new bicycle commuters. Rewards are capped
at $600/year due to IRS reporting requirements and are intended to incentivize trying bike
commuting and developing active commuting habits.
In June 2023, 28 people used Bike Love with 12 users biking to work at least 3 times per week,
and 22 people made redemptions from their Virtual Visa card where Bike Love rewards accrue
and are spendable within a few minutes of arriving at work. Originally, over 100 people applied
for the Bike Love app and over 60 successfully loaded it on their smartphone. Two challenges
that Motion is working to fix with an upcoming update will allow the app to more accurately
detect the travel mode (walking, biking, driving) and also streamline the onboarding process
which had been seven distinct steps but now has been whittled down to just a few.
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
and revenue sources, the TMA is exploring membership fees for businesses whose employees
receive free train and bus passes or Bike Love rewards, fee-for-service TDM plans for new
development, and fee-for-service TDM services for developments with existing TDM plans. The
TMA meets with other TMA programs to share successes and best practices.
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.
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.
Timeline
TMA programs operate year-round. The proposed funding agreement is a three-year
agreement expiring at the end of FY 2026 (June 30, 2026). Any additional funds to be paid to
the TMA beyond FY 2024 would require Council appropriation and amendment of the
agreement. The City Manager is authorized to amend the agreement to incorporate any
additional Council appropriated funds.
FISCAL/RESOURCE IMPACT
Funding for the first year of the proposed agreement with the TMA was appropriated in the
University Avenue Parking Fund ($175,000) and General Fund ($25,000) as part of the FY24
Adopted Operating Budget. Funding for future fiscal years is subject to City Council approval
through the annual budget process.
In the event the City finds itself facing a challenging budget situation, and it is determined that
City resources need to be refocused elsewhere, the City can terminate this agreement after
giving notice.
STAKEHOLDER ENGAGEMENT
Monthly Palo Alto TMA Board of Directors meetings are open to the public and occur from 9:00
- 10:00 a.m. 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: Funding Agreement with the Palo Alto Transportation Management Association
APPROVED BY:
Philip Kamhi, Chief Transportation Official
TMA Funding Agreement
September 2023 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 September 11, 2023, 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 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, 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 PATMA is to reduce single occupancy vehicle (SOV) trips,
traffic congestion, demand for parking, and greenhouse gases by delivering targeted
transportation solutions to the diverse range of employers, employees, visitors, and residents in
the Downtown and California Avenue Business Districts. 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 PATMA was the Downtown population whose travel
choices have the highest impacts, 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 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.
TMA Funding Agreement
September 2023 2
7. In September 2017, the City, 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. Prior to the 2020 pandemic, PATMA pilot programs were 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. During and after the pandemic, PATMA
programs supported essential workers in the Downtown and California Avenue areas. As
employees continue to return to work in Palo Alto, PATMA is now serving over 200 workers per
month by subsidizing transit use and afterhours Lyft rides and providing a bicycle incentive
program, for an estimated reduction of 220 vehicles per day, lowering SOV commute trips to
55% for Downtown and California Ave 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, 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 PATMA wish to extend the reach of 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 PATMA in the
California Avenue Business District as well as the Downtown. For FY 2024, in addition to the
funds appropriated for Downtown and the California Avenue Business District, Council allowed
expenditure of a limited amount of City funds to be used citywide to further reduce SOV
commute trips.
11. Through this Agreement the City will continue funding PATMA, and 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 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 July 1, 2023 through June
30, 2026.
TMA Funding Agreement
September 2023 3
This Agreement may be terminated by the City or PATMA by providing at least thirty (30) days’
written notice to the other party. Within three (3) months of termination, PATMA shall return to
the City any funds paid by the City that remain unexpended as of the date of termination.
3. City Funds. In City Fiscal Year 2024 (FY24), the City shall transfer the sum of Two Hundred
Thousand Dollars $200,000 (“City Funds”) to PATMA for use for the purposes described in this
Agreement.
For FY24, the City shall transfer the City Funds on a quarterly basis in equal amounts of Fifty
Thousand Dollars $50,000, 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 PATMA. The City Manager is authorized to execute such an amendment for City.
4. Use of City Funds. 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. For FY2024, $25,000 of City Funds
may be used to reduce single occupancy vehicle trips anywhere in Palo Alto. Pilot projects may
include purchase and distribution of transit passes, active commute rewards, support for
carpooling, and other measures to address first mile and last mile connections. If 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. Additional areas of Palo Alto
where the TMA has been active may be included in the survey. PATMA shall submit the survey
results and report to the City by December 15th of each year or on another date upon mutual
agreement of the parties.
TMA Funding Agreement
September 2023 4
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.
11. Indemnity. To the fullest extent permitted by law, 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 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.
TMA Funding Agreement
September 2023 5
(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.
(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 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:
Justine Burt
Executive Director
Palo Alto Transportation Management Association
855 El Camino Real, #13A-200
TMA Funding Agreement
September 2023 6
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.
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]
TMA Funding Agreement
September 2023 7
IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first
written above.
PALO ALTO TRANSPORTATION MANAGEMENT ASSOCIATION:
________________________________
Cedric de La Beaujardiere
President, Board of Directors
CITY OF PALO ALTO:
________________________________
Ed Shikada
City Manager
APPROVED:
________________________________
Chief Transportation Official
APPROVED AS TO FORM:
________________________________
City Attorney or designee
TMA Funding Agreement
September 2023 8
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.
TMA Funding Agreement
September 2023 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