HomeMy WebLinkAboutStaff Report 2605-6344CITY OF PALO ALTO
CITY COUNCIL
Special Meeting
Monday, June 15, 2026
Council Chambers & Hybrid
5:30 PM
Agenda Item
12.Approval of Amendment No. 4 to Contract Number C23184827 with Nomad Transit, LLC
(Via) in the Amount of $152,000 for a total not to exceed $5,053,550 to Extend the City
of Palo Alto On-Demand Transit Service for Four Months through October 31, 2026;
Approval of Amendment No. 3 to extend the Cost Sharing Agreement with Stanford
University to Partially Fund Palo Alto Link Service up to $200,000 in FY 2027 through
October 31, 2026; and Approval of a three-year Contract with the Palo Alto
Transportation Management Association (PATMA), in the Amount of $500,000; 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: June 15, 2026
Report #:2605-6344
TITLE
Approval of Amendment No. 4 to Contract Number C23184827 with Nomad Transit, LLC (Via) in
the Amount of $152,000 for a total not to exceed $5,053,550 to Extend the City of Palo Alto On-
Demand Transit Service for Four Months through October 31, 2026; Approval of Amendment
No. 3 to extend the Cost Sharing Agreement with Stanford University to Partially Fund Palo Alto
Link Service up to $200,000 in FY 2027 through October 31, 2026; and Approval of a three-year
Contract with the Palo Alto Transportation Management Association (PATMA), in the Amount
of $500,000; CEQA status – not a project.
RECOMMENDATION
Finance Committee and staff recommends that the City Council:
1. Approve and authorize the City Manager or their designee to execute Amendment No. 4 to
Contract C23184827 with Nomad Transit, LLC (Via) (Attachment A) to provide Palo Alto Link
Services, extending the contract term to October 31, 2026, and increasing the not to exceed
amount by $152,000, which results in revised not-to exceed amount of $5,053,550 during a
total term of approximately 3.5 years.
2. Approve and authorize the City Manager or their designee to amend the Cost Sharing
Agreement to receive up to $200,000 addition funding from Stanford University to fund
Palo Alto Link Services through October 31, 2026 (Attachment B).
3. Approve and authorize the City Manager or their designee to execute a three-year contract
with the Palo Alto Transportation Management Association (PATMA), with an initial outlay
of $500,000 total in FY 2027 (Attachment C).
BACKGROUND
On March 7, 2023, the City initiated a contract for Palo Alto Link as an 18-month pilot
supported by a VTA Measure B Innovative Transit grant and a cost sharing agreement with
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Stanford University.1 This on-demand service was extended on October 21, 2024,2 and again on
June 17, 2025 when Council direct staff “to consider and present termination implications and
alternative service options by end of 2025.”3 On March 2, 2026, City Council reviewed service
performance and funding options for Palo Alto Link, which has been provided at an average
cost of $26 per ride. Councilmembers asked staff to explore voucher-type programs by the
budget timeline to continue to support the most vulnerable Link users, such as seniors, low-
income residents, and people with special needs when the service winds down.4 In response to
this request, on May 6, 2026, staff explored various options and presented the Office of
Transportation’s proposal to Finance Committee in the context of budget discussions. Finance
Committee supported the proposal (with one member recused) with the expectation that staff
return to Council to execute or amend agreements with Stanford University, Nomad Transit and
PATMA in order to provide 90-day transition.
ANALYSIS
Transit passes (Caltrain GoPasses and VTA/Samtrans/AC Transit bus passes)
Bike subsidies (Bike Love and BikeX free refurbished bikes)
Senior rides (Boosting Avenidas' program)
Transportation Network Company (TNC) vouchers for specific purposes (such as late
night Lyft service)
Transportation information
1City Council, December 12, 2022, Item #8, Staff Report (SR) 14959
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=82138&dbid=0&repo=PaloAlto&searchid=31cef842
-f53f-40a7-9527-3ebbac07ccbd
2 City Council, October 28, 2024, Item #10, SR 2408-3387
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=83059&dbid=0&repo=PaloAlto&searchid=c3b926f9
-6e23-482b-8da1-751b909c99d3
3 City Council, June 17, 2026, Item #18, SR 2506-4761
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=83482&dbid=0&repo=PaloAlto&searchid=6be824c7
-fe2a-400d-91bb-b1b4f8010524 and June 16, 2026, Item #17, SR 2506-4864
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=83513&dbid=0&repo=PaloAlto&searchid=f82ba016
-d545-499c-90ff-199f842b42af
4 City Council meeting March 2, 2026, Item #3 SR #2511-5431:
https://cityofpaloalto.primegov.com/Portal/Meeting?meetingTemplateId=18673
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This action also recommends approval of a new contract agreement with PATMA to continue to
provide existing services totaling $400,000 and to expand those services to residents by and
additional $100,000 for a total not to exceed of $500,000. The last agreement with PATMA was
approved by the City Council on September 11, 2023 for a term of three years9. The Palo Alto
Transportation Management Association (PTMA) implements programs to reduce single-
occupancy vehicle (SOV) trips to and from Palo Alto. The funding agreement between the Palo
Alto TMA outlines use of City funds to trip reduction programs in the Downtown and California
Avenue areas and requires the TMA to report on the use of these funds in an annual report.
Services as noted above were expanded to citywide support in FY 2025. Increasing FY 2027
General Fund program services by $100,000seeks to mitigate some of the loss in services for
vulnerable Palo Alto Link users, specifically, senior, disabled, and families of disabled riders. The
most recent PATMA Annual report was transmitted to the City Council on May 11, 202610.
FISCAL/RESOURCE IMPACT
Funding for the first year of the proposed
agreement with the TMA was appropriated in the University Avenue Parking Fund ($200,000)
and General Fund ($300,000) as part of the FY2027 Adopted Operating Budget. Funding for
future fiscal years is subject to City Council approval through the annual budget process.
STAKEHOLDER ENGAGEMENT
9 City Council, September 11, 2023, Item #7,
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=82523&dbid=0&repo=PaloAlto&searchid=36c2df33
-eb02-45c4-b0e8-8084c610accc&cr=1
10 City Council, May 11, 2026, Item B,
https://recordsportal.paloalto.gov/WebLink/DocView.aspx?id=88049&dbid=0&repo=PaloAlto&searchid=c44206d5
-cc9a-4f64-8322-dc69fbe167eb
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as support for services for youth access and vulnerable users, including disabled, low-income,
and senior riders. Other engagement has highlighted a potential community preference for
fixed route options. PATMA has long engaged with the local business community and will
expand their engagement to eligible resident stakeholders to expand their suite of services.
ENVIRONMENTAL REVIEW
ATTACHMENTS
APPROVED BY:
AMENDMENT NO. 4 TO CONTRACT NO. C23184827
BETWEEN THE CITY OF PALO ALTO AND NOMAD TRANSIT, LLC
This Amendment No. 4 (this “Amendment”) to Contract No. C23184827 (the “Contract”)
is entered into as of June 15, 2026, by and between the CITY OF PALO ALTO, a California
chartered municipal corporation (“CITY”), and NOMAD TRANSIT, LLC, a Delaware limited liability
corporation, located at 114 5th Avenue, 17th Floor New York, NY 10011 (“CONSULTANT”).
CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.
RECITALS
A. The Contract was entered into by and between the Parties for the provision of transit
and shuttle services, including equipment, transportation planning, customer engagement,
marketing services, labor, vendor services, and the technology to support services, as detailed
therein.
B. The Parties now wish to amend the Contract to extend the term by four months from
June 30, 2026 to October 30, 2026, and to increase the compensation by One Hundred Fifty-
Two Thousand Dollars ($152,000.00) from Four Million, Nine Hundred One Thousand Five
Hundred Fifty Dollars ($4,901,550.00) to a new total not-to-exceed compensation amount of
Five Million, Fifty-Three Thousand, Five Hundred Fifty Dollars ($5,053,550.00), 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” refers to Contract No. C23184827 between
CONSULTANT and CITY, dated December 12, 2022, as amended by:
Amendment No. 1, dated April 10, 2023
Amendment No. 2, dated September 23, 2024
Amendment No. 3, dated June 30, 2025
b. Other Terms. Capitalized terms used but not defined in this Amendment shall
have the meanings assigned to such terms in the Contract.
SECTION 2. Section 2, "TERM", of the Contract is hereby amended to read as follows:
"The term of this Agreement shall be from the date of its full execution through October 30,
2026, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement."
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SECTION 3. Section 4, "NOT TO EXCEED COMPENSATION", of the Contract is 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, including any reimbursable expenses
specified therein, and the maximum total compensation shall not exceed Five Million, Fifty-
Three Thousand, Five Hundred Fifty Dollars ($5,053,550.00). The hourly schedule of rates, if
applicable, is set out in Exhibit C-1. Any work performed or expenses incurred beyond this
maximum compensation shall be at no cost to the CITY."
SECTION 4. 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. 4", AMENDED,
REPLACES PREVIOUS.
b. Exhibit “C-1” entitled “SCHEDULE OF RATES, AMENDMENT NO. 4”, AMENDED,
REPLACES PREVIOUS.
SECTION 5. 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 6. 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.)
Docusign Envelope ID: 79625EA5-0F0A-8FA8-804A-D9D70CA21D26
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 NOMAD TRANSIT, LLC
City Manager: Officer 1
APPROVED AS TO FORM: By:
Name:
City Attorney or designee Title:
Officer 2
By:
Name:
Title:
Attachments
EXHIBIT “C”: “Compensation, Amendment No. 4”, AMENDED, REPLACES PREVIOUS.
EXHIBIT “C-1”: “Schedule of Rates, Amendment No. 4”, AMENDED, REPLACES PREVIOUS.
Docusign Envelope ID: 79625EA5-0F0A-8FA8-804A-D9D70CA21D26
Manager
Alex Lavoie
Erin Abrams
Chief Legal Officer
EXHIBIT C
COMPENSATION, AMENDMENT NO. 4
(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 + $13,500.00*
Task 2
(Vehicle Hours compensated at the rate specified
in Exhibit C-1.
+ $1,100,000.00***+
$152,000****
(Estimated Electricity Cost (To be Treated as a
Pass- Through))
$5,053,550
0.00
Total for Services and Reimbursable Expenses $5,053,550
Docusign Envelope ID: 79625EA5-0F0A-8FA8-804A-D9D70CA21D26
Maximum Total Compensation $5,053,550
Should Customer require additional WAV retrofits or vehicle wraps, CONSULTANT will bill CITY
as incurred as a pass-through, so long as the amount stays within the not-to-exceed amount.
* The $13,500 is added by Amendment 2 for the cost of moving from hybrid vans to fully
electric vans per TFCA requirements.
** The $1,186,500 is added by Amendment 2.
***The $1,100,000 is added by Amendment 3.
****The $152,000 is added by Amendment 4.
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.
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EXHIBIT C-1
AMENDMENT NO. 4
SCHEDULE OF RATES (AMENDED, REPLACES PREVIOUS)
CONSULTANT’s schedule of rates is as follows:
Cost per Driver Hour, $89.00. A Driver Hour is defined as each hour during which a driver is paid
on the Via platform.
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Vers.: Aug. 5, 2019
Page 1 of 3
AMENDMENT NO. 3 TO CONTRACT NO. (STANFORD NO. 63080569)
BETWEEN THE CITY OF PALO ALTO AND
STANFORD UNIVERSITY FOR COST SHARING OF ON-DEMAND TRANSIT
This Amendment No. 3 (this “Amendment”) to Contract No. 63080569 (the “Contract” as
defined below) is entered into as of June 15, 2026, by and between the CITY OF PALO ALTO, a
California chartered municipal corporation (“CITY”), and THE BOARD OF TRUSTEES OF THE LELAND
STANFORD JUNIOR UNIVERSITY, located at 3215 Porter Drive, Palo Alto, CA 94304-1286
(“STANFORD”). CITY and STANFORD 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 cost-sharing for the City’s on-demand transit services, as detailed therein.
B. The Parties now wish to amend the Contract in order to increase
the total amount of contribution by STANFORD by $100,000; from $600,000 to $700,000
and extend the term through October 2026.
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 Stanford Contract No.
63080569 between STANFORD and CITY, dated October 2025, as amended
by:
Amendment No.1, dated October 7, 2024
Amendment No.2, dated September 1. 2025
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 “TERM” of the Contract is hereby amended to read as follows:
TERM THE SERVICES AND/OR MATERIALS FURNISHED UNDER THIS AGREEMENT SHALL
COMMENCE ON SEPTEMBER 1, 2025 AND SHALL BE COMPLETED NO LATER THAN
OCTOBER 31, 2026.
Vers.: Aug. 5, 2019
Page 2 of 3
SECTION 3. Section “COMPENSTION” of the Contract is hereby amended to read as follows:
COMPENSATION FOR THE FULL PERFORMANCE OF THIS AGREEMENT: STANFORD SHALL PAY
CITY AN AMOUNT NOT TO EXCEED $700,000 IN ACCORDANCE WITH EXHIBIT B.
SECTION 4. 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:
Exhibit “B” entitled “PAYMENT PLAN”, AMENDED, REPLACES PREVIOUS.
Stanford shall pay City a pro-rata amount based upon the total monthly cost of the service and
the percentage of trips to and from the Stanford Research Park (SRP), with a not-to-exceed
amount of $700,000. For each month, the formula shall be the total monthly cost invoiced,
multiplied by the total percentage of completed trips to and from the SRP with the trip data
being provided by Nomad Transit LLC.
SECTION 5. 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 6. 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.)
City of Palo Alto Contract No. XXXXXXX
Form Vers.: Aug. 5, 2019 Amendment No. X
Page 2 of 2
SECTION 4. The first paragraph of “EXHIBIT B – PAYMENT PLAN” of the Contract is
hereby amended to read as follows:
Stanford shall pay City a pro-rata amount based upon the total monthly cost of the service and
the percentage of trips to and from the Stanford Research Park (SRP), with a not-to-exceed
amount of $700,000. For each month, the formula shall be the total monthly cost invoiced,
multiplied by the total percentage of completed trips to and from the SRP with the trip data
being provided by Nomad Transit LLC.
SECTION 5. 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 6. Incorporation of Recitals. The recitals set forth above are terms of this
Amendment and are fully incorporated herein by this reference.
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 or designee
Approved as to form:
City Attorney or designee
Stanford Agreement #63080569
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 June 15, 2026, 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. PATMA’s mission statement is “better commutes for everyone” and its core values
describe how the non-profit improves life for the workers and residents of Palo Alto:
• Traffic and parking – reduce traffic congestion and demand for parking
• Climate change – transition to a zero-emission transportation system
• Equity – fair outcomes, treatment and opportunities for all
• Local businesses – help local businesses attract and retain employees
• Health – encourage community health
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 include commercial areas along California Avenue, El
Camino Real, the Stanford Mall, Midtown, San Antonio, and along Highway 101. Council may
also allocate funds to the TMA for transportation programs that target resident travel behavior.
Docusign Envelope ID: 206225DD-F478-89F4-83FA-34FB1D5FC8C2
TMA Funding Agreement
September 2023 2
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.
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 several times amended to reflect additional funding appropriated by the City
Council in subsequent 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. In FY 2027, PATMA will expand its target audience to include low-income residents,
senior residents, and residents with disabilities. With $200,000 of parking funds set aside for its
current program goals in the commercial parking districts, and $200,000 of General Funds
designated for citywide efforts, an additional $100,000 of funding in FY 27 (totaling $500,000),
PATMA will offer to these additional groups transit passes (Caltrain GoPasses, and VTA,
SamTrans or AC Transit bus passes), bike subsidies (Bike Love rewards and refurbished bikes),
Transportation Network Company vouchers for specific purposes, and transportation information
for the purpose of reducing the number of single-occupancy vehicles in traffic and seeking
parking spaces.
Docusign Envelope ID: 206225DD-F478-89F4-83FA-34FB1D5FC8C2
TMA Funding Agreement
September 2023 3
12. 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, 2026 through June
30, 2029.
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 2027 (FY27), the City shall transfer the sum of Five Hundred
Thousand Dollars $500,000 (“City Funds”) to PATMA for use for the purposes described in this
Agreement.
For FY27, the City shall transfer the City Funds on a quarterly basis in equal amounts of One
Hundred Twenty-Five Thousand Dollars $125,000, 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 commercial business district area workers and residents, as
mutually agreed upon by the City Manager and PATMA. For each FY27, FY 28, FY 29,
$200,000 of parking funds will be utilized to reduce single occupancy vehicle trips in the
appropriate commercial parking districts, and $300,000 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 vanpooling,
Green Lyft credits, 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 to residents and low-income workers.
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TMA Funding Agreement
September 2023 4
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 commercial area 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.
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.
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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) Performance Monitoring. The City may implement its own performance monitoring of City
funded programs to determine effectiveness of provided funds.
(b) 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:
reports, meetings, and finances.
(c) Board Members. The City may request that the PATMA Board be expanded to include
additional members, possibly including residents and additional City representation.
(d) 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 commercial
areas and among its residents. 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
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Ria Hutabarat Lo
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
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.
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[Signatures appear on the following page]
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IN WITNESS WHEREOF, the Parties have executed this Agreement the day and year first
written above.
PALO ALTO TRANSPORTATION MANAGEMENT ASSOCIATION:
________________________________
Rob George
President, Board of Directors
CITY OF PALO ALTO:
________________________________
Ed Shikada
City Manager
APPROVED:
________________________________
Chief Transportation Official
APPROVED AS TO FORM:
________________________________
City Attorney or designee
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EXHIBIT “A”
INSURANCE REQUIREMENTS
CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT
OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES
WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, LICENSED OR AUTHORIZED TO TRANSACT INSURANCE BUSINESS
IN THE STATE OF CALIFORNIA.
AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW:
REQUIRED TYPE OF COVERAGE REQUIREMENT
MINIMUM LIMITS
AGGREGATE
YES WORKER’S COMPENSATION
EMPLOYER’S LIABILITY STATUTORY
YES
GENERAL LIABILITY, INCLUDING
PERSONAL INJURY, BROAD FORM
PROPERTY DAMAGE BLANKET
CONTRACTUAL, AND FIRE LEGAL
LIABILITY
PROPERTY DAMAGE
BODILY INJURY & PROPERTY DAMAGE
COMBINED.
$1,000,000
$1,000,000
$1,000,000
$1,000,000
YES AUTOMOBILE LIABILITY, INCLUDING
ALL OWNED, HIRED, NON-OWNED
- EACH PERSON
- EACH OCCURRENCE
PROPERTY DAMAGE
BODILY INJURY AND PROPERTY
$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
YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE,
SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND
PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND
EMPLOYEES.
I. INSURANCE COVERAGE MUST INCLUDE:
A. A PROVISION FOR A WRITTEN THIRTY (30) DAY ADVANCE NOTICE TO CITY OF CHANGE IN
COVERAGE OR OF COVERAGE CANCELLATION; AND
B. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR
CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY.
C. DEDUCTIBLE AMOUNTS IN EXCESS OF $5,000 REQUIRE CITY’S PRIOR APPROVAL.
II. CONTACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE.
III. ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL
INSUREDS”
A. PRIMARY COVERAGE
WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS
AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER
INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS.
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B. CROSS LIABILITY
THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL
NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS
ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF
THE COMPANY UNDER THIS POLICY.
C. NOTICE OF CANCELLATION
1. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR ANY REASON
OTHER THAN THE NON-PAYMENT OF PREMIUM, THE ISSUING COMPANY SHALL
PROVIDE CITY AT LEAST A THIRTY (30) DAY WRITTEN NOTICE BEFORE THE
EFFECTIVE DATE OF CANCELLATION.
2. IF THE POLICY IS CANCELED BEFORE ITS EXPIRATION DATE FOR THE NON-PAYMENT
OF PREMIUM, THE ISSUING COMPANY SHALL PROVIDE CITY AT LEAST A TEN (10)
DAY WRITTEN NOTICE BEFORE THE EFFECTIVE DATE OF CANCELLATION.
NOTICES SHALL BE MAILED TO:
PURCHASING AND CONTRACT ADMINISTRATION
CITY OF PALO ALTO
P.O. BOX 10250
PALO ALTO, CA 94303
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