HomeMy WebLinkAbout10 - NB-1 - Agreements for Community Based Transit - 2/21/2017CITY COUNCIL AGENDA REPORT
MEETING DATE: FEBRUARY 21, 2017 ITEM NUMBER: IVB -1
SUBJECT: AGREEMENTS FOR THE COMMUNITY BASED TRANSIT CIRCULATORS PROJECT
DATE: FEBRUARY 10, 2017
FROM: PUBLIC SERVICES DEPARTMENT - TRANSPORTATION SERVICES DIVISION
PRESENTATION BY: RAJA SETHURAMAN, PUBLIC SERVICES DIRECTOR
FOR FURTHER INFORMATION CONTACT: RAJA SETHURAMAN, PUBLIC SERVICES DIRECTOR
-(714)754-5343
RECOMMENDATIONS:
1. Approve Cooperative Agreement No. C-6-1482 (Attachment 1) between the Orange
County Transportation Authority (OCTA) and the City of Costa Mesa for Project V -
Community -Based Transit Circulators Project.
2. Approve Subrecipient Agreement (Attachment 2) with the Anaheim Transportation
Network (ATN) as the transit service provider to administer, operate, maintain, and
manage the Project.
3. Authorize the City Manager and the City Clerk to execute the agreements and future
amendments, as needed.
4. Approve Budget Adjustment BA 17-009 (Attachment 3) in the amount of $571,580
recognizing Measure M2 funds awarded for the project.
BACKGROUND:
In November 2006, the Orange County voters passed the Renewed Measure "M" Program
(Measure M2), extending the half -cent sales tax for the next 30 years, beginning in the year
2011. Funds from this sales tax are proposed to fund a wide range of improvements to
Orange County freeways, arterials, and transit systems.
Measure M2 includes the Project V - Community -Based Transit Circulator Program which
provides funding for local jurisdictions to develop local bus transit services such as
community-based circulators, shuttles, and bus trolleys that complement regional bus and
rail services, and meet needs in areas not adequately served by regional transit. On
November 23, 2015, the OCTA Board of Directors approved the 2016 Call for Projects
for this program which can allocate up to $20 million in Measure M2 funds to local
agencies.
The City of Costa Mesa submitted a grant funding application in response to this Call for
Projects. A brief description of this proposed service is included as Attachment 4. The
City Council, at their regular meeting on March 15, 2016, unanimously approved the
submittal of a grant application. The Council report and approved resolution are included
as Attachment 5.
The OCTA Board of Directors at their June 13, 2016 meeting, approved the City's grant
funding application. The total project cost over seven (7) years of the proposed transit
service is $3,100,709, of which $2,790,638 is funded by the Project V Program. The
City's match requirement is 10 percent, or $310,071.
ANALYSIS:
The City, in partnership with Travel Costa Mesa, will work with the Anaheim
Transportation Network (ATN) to provide this service. ATN currently provides the service
between South Coast Plaza and area hotels to the Anaheim Regional Transportation
Intermodal Center (ARTIC) and Disneyland. The proposed midday service will expand
on this program and market to the larger Costa Mesa community. The midday service will
be provided by two (2), 30 -passenger CNG buses with an approximate 15 -minute
headway schedule between 10:30 a.m. and 2:30 p.m. The combined service will meet
several objectives:
• Provide connection between major Orange County destinations, including major
shopping centers and hotels in Costa Mesa, ARTIC (Metrolink station), and
Disneyland.
• Provide local circulation within the City of Costa Mesa boundaries to reduce auto
trips.
• Comply with General Plan policies that encourage and support strategies to
increase transit usage.
The attached Cooperative Agreement defines the roles and responsibilities of the City
and OCTA relating to the funding of this project and documents the eligibility
requirements. The attached Subrecipient Agreement with the Anaheim Transportation
Network defines the obligations and requirements of ATN to provide transit service in
compliance with grant requirements, and the City's role in invoicing OCTA and
reimbursing ATN for their services. The City anticipates that the service will be initiated
in Spring 2017.
Staff requests City Council's approval of these agreements and authorization for the City
Manager and City Clerk to execute them as well as any future amendments.
The approved OCTA grant in the amount of $2,790,638 is for capital and
operations/maintenance costs of the project over a period of seven (7) years. The
attached Budget Adjustment BA 17-009 recognizes the first year funding appropriation in
the amount of $571,580. Staff requests City Council's approval of this budget adjustment.
ALTERNATIVES CONSIDERED:
One alternative considered is to not approve the agreements. This alternative would result
in the City losing the grant funding.
FISCAL REVIEW:
The match funding will be derived from several resources, including the City of Costa Mesa,
Travel Costa Mesa, the Anaheim Transportation Network, and South Coast Plaza.
LEGAL REVIEW:
The City Attorney's office has reviewed and approved the agreements as to form.
RIA
CONCLUSION:
The Public Services Department was successful in capturing grant funding from the OCTA
Measure "M2" - Project V Program. The awarded project will expand on the existing shuttle
program between South Coast Plaza and area hotels to Anaheim Regional Transportation
Intermodal Center and Disneyland, by adding a midday shuttle service between the South
Coast Metro area and CAMP/LAB.
Staff requests approval of the attached cooperative agreement with OCTA and a
Subrecipient Agreement with Anaheim Transportation Network (ATN) for the new transit
service. Staff also requests City Council's authorization for the City Manager to execute the
agreement and future amendments and the approval of the budget adjustment to recognize
Measure M2 grant funding.
RAJA SETHURAMAN
Public Services Director
ATTACHMENTS: 1 — Cooperative Aareement C-6-1482 with OCTA
2 — Subrecipient Agreement with ATN
3 — Budget Adjustment BA 17-0009
4 — Proposed Community Based Transit Circulator
5 — Staff Report and City Council Resolution of 03-15-16
DISTRIBUTION: City Manager
Assistant City Manager
City Attorney
Economic & Dev. Svs. Director/Deputy CEO
City Clerk Division
Staff
File
3
ATTACHMENT 1
1 COOPERATIVE AGREEMENT NO. C-6-1482
2 BETWEEN
3 ORANGE COUNTY TRANSPORTATION AUTHORITY
4 AND
5 CITY OF COSTA MESA
6 FOR
7 PROJECT V COMMUNITY- BASED TRANSIT CIRCULATORS
8 THIS COOPERATIVE AGREEMENT, is effective this day of 2017, by
9 and between the Orange County Transportation Authority, 600 South Main Street, Orange, California
10 92863-1584, a public corporation of the State of California (hereinafter referred to as "AUTHORITY" or
11 "OCTA"), and the City of Costa Mesa, 77 Fair Drive, Costa Mesa, California 92626, a municipal
12 corporation (hereinafter referred to as "CITY") each individually known as "PARTY" and collectively
13 known as the "PARTIES".
14 RECITALS:
15 WHEREAS, AUTHORITY and CITY desire to enter into a Cooperative Agreement to define the
16 roles and responsibilities related to funding between AUTHORITY and CITY for the operating subsidy
17 funds for the Anaheim Transportation Network (ATN) shuttle service (hereinafter referred to as
18 PROJECT) as further defined in the project description section of the application for Measure M2,
19 Project V Call for Projects, received by OCTA on February 29, 2016; and
20 WHEREAS, AUTHORITY's Board of Directors (hereinafter referred to as "BOARD") approved
21 the Renewed Measure M2 Eligibility Guidelines - Local Agency Preparation Manual on
22 January 25, 2010 and subsequent amendments, most recently on April 11, 2016; and
23 WHEREAS, AUTHORITY's BOARD approved the Comprehensive Transportation Funding
24 Programs (CTFP) Guidelines on March 22, 2010; and
25 WHEREAS, AUTHORITY's BOARD approved the revised Project V - Community Based Transit
26 Circulators Program Guidelines on November 23, 2015; and
Page 1 of 12 OH
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
COOPERATIVE AGREEMENT NO. C-6-1482
WHEREAS, AUTHORITY will periodically update the Renewed Measure M2 Eligibility
Guidelines - Local Agency Preparation Manual and the CTFP Guidelines whereby the most recent
update is incorporated herein by reference; and
WHEREAS, AUTHORITY and CITY agree that M2 funding is subject to CITY fulfilling
M2 eligibility requirements; and
WHEREAS, AUTHORITY and CITY agree that PROJECT must adhere to the CTFP Guidelines
precepts except where more specific detailed instruction is provided through Project V Guidelines or
within this Cooperative Agreement; and
WHEREAS, CITY intends to execute a grant subrecipient agreement with ATN whereby ATN
will be the service provider to administer, operate, maintain and manage PROJECT and the CITY will
act as a pass-through agency for administering annual reimbursements and AUTHORITY -required data
consistent with the program guidelines; and
WHEREAS, CITY's fixed -route shuttle service is open to the public, and fully accessible for
persons with disabilities, in compliance with the Americans with Disabilities Act; and
WHEREAS, AUTHORITY's BOARD has approved Project V funding for PROJECT for up to
seven (7) years in the total amount not -to -exceed Two Million Seven Hundred Ninety Thousand Six
Hundred Thirty -Eight Dollars ($2,790,638) and AUTHORITY and CITY agree that the capital amount to
be provided by AUTHORITY is Two Hundred One Thousand Seven Hundred Thirty -Seven Dollars
($201,737) and the annual operating subsidy will be provided consistent with operating statistics as
defined in the Project V Guidelines in an uninflated amount of Two Million Five Hundred Eighty -Eight
Thousand Nine Hundred One Dollars ($2,588,901) and
WHEREAS, CITY has agreed to provide a minimum of ten percent (10%) local match for a
minimum capital purchases of Twenty -Two Thousand Four Hundred Fifteen Dollars ($22,415) and
additional local match for operations and maintenance costs to meet operating expenses not covered
by AUTHORITY; and
WHEREAS, this Cooperative Agreement defines the specific terms, conditions, roles and
Page 2 of 12
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
COOPERATIVE AGREEMENT NO. C-6-1482
funding responsibilities between AUTHORITY and CITY for PROJECT(s); and
WHEREAS, AUTHORITY's BOARD approved this PROJECT on June 13, 2016; and
WHEREAS, CITY's Council approved this Cooperative Agreement on this day of
2017;
NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as
follows:
ARTICLE 1. COMPLETE AGREEMENT
A. This Cooperative Agreement, including any attachments incorporated herein and
made applicable by reference, constitutes the complete and exclusive statement of the term(s) and
condition(s) of this Cooperative Agreement between PARTIES and it supersedes all prior
representations, understandings, and communications between the PARTIES relating to the subject
matter of this Agreement. The invalidity in whole or in part of any term or condition of this
Cooperative Agreement shall not affect the validity of other term(s) or condition(s) of this
Cooperative Agreement. The above referenced Recitals are true and correct and are incorporated
by reference herein.
B. AUTHORITY's failure to insist on any instance(s) of CITY's performance of any
term(s) or condition(s) of this Cooperative Agreement shall not be construed as a waiver or
relinquishment of AUTHORITY's right to such performance or to future performance of such term(s)
or condition(s), and CITY's obligation in respect thereto shall continue in full force and effect.
Changes to any portion of this Cooperative Agreement shall not be binding upon AUTHORITY
except when specifically confirmed in writing by an authorized representative of AUTHORITY by way
of a written amendment to this Cooperative Agreement and issued in accordance with the provisions
of this Cooperative Agreement.
C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any
term(s) or condition(s) of this Cooperative Agreement shall not be construed as a waiver or
relinquishment of CITY's right to such performance or to future performance of such term(s) or
Page 3 of 12
COOPERATIVE AGREEMENT NO. C-6-1482
1 condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force and effect.
2 Changes to any portion of this Cooperative Agreement shall not be binding upon CITY except when
3 specifically confirmed in writing by an authorized representative of CITY by way of a written
4 amendment to this Cooperative Agreement and issued in accordance with the provisions of this
5 Cooperative Agreement.
6 ARTICLE 2. SCOPE OF AGREEMENT
7 This Cooperative Agreement specifies the roles and responsibilities of both AUTHORITY and
8 CITY as they pertain to the subject and PROJECT addressed herein. AUTHORITY and CITY agree
9 that each will cooperate and coordinate with the other in all activities covered by this Cooperative
10 Agreement and any other supplemental agreements, including Letter Agreements, which may be
11 required to facilitate purposes thereof.
12 ARTICLE 3. RESPONSIBILITIES OF AUTHORITY
13 AUTHORITY agrees to the following responsibilities toward CITY for PROJECT:
14 A. Upon invoice, AUTHORITY will provide to CITY operating subsidy in the amount not -to -
15 exceed Two Million Five Hundred Eighty -Eight Thousand Nine Hundred One Dollars ($2,588,901) for
16 up to seven (7) years consistent with Exhibit A: City of Costa Mesa Project V Estimated Funding
17 Schedule. Operating subsidy will be no more than Nine Dollars ($9.00) per boarding consistent with
18 Exhibit A or ninety percent (90%) of operations and maintenance costs whichever is lower.
19 B. AUTHORITY will provide PROJECT funding for capital purchases in the amount not -to -
20 exceed Two Hundred One Thousand, Seven Hundred Thirty Seven Dollars ($201,737).
21 C. AUTHORITY will provide funding in accordance with the BOARD -approved Revised
22 Project V Guidelines. Funding may be discontinued in the event that the Minimum Performance
23 Standards, as outlined in the Revised Project V Guidelines, are not met.
24 D. In the event that the Minimum Performance Standards are not met after first and second
25 year of service and maintained every year thereafter AUTHORITY shall provide sixty (60) days' notice
26 to CITY that support for service will be discontinued.
Page 4 of 12 �� 'q
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
COOPERATIVE AGREEMENT NO. C-6-1482
ARTICLE 4. RESPONSIBILITIES OF CITY
CITY agrees to the following responsibilities toward AUTHORITY for PROJECT:
A. CITY will provide eligible local match funds in the amount of ten percent (10%) of
required costs in accordance with Exhibit A: City of Costa Mesa Project V Estimated Funding Schedule
OR the balance of net operations and maintenance costs after AUTHORITY has paid Nine Dollars
($9.00) per boarding and inflated annually consistent with Exhibit A, whichever is greater.
B. If CITY receives operating subsidy for PROJECT use from any other non -AUTHORITY
source, CITY will not invoice AUTHORITY for the amount received from the other non -AUTHORITY
source(s).
C. CITY will notify AUTHORITY regarding any non -OCTA revenues received for
PROJECT, and AUTHORITY funds may not pay for services already supported through these
non -OCTA revenues.
D. CITY shall provide to AUTHORITY actual Revenue Vehicle Miles, Boardings, and
Operating and Maintenance Cost related to PROJECT service on a quarterly basis,
E. CITY to act as a pass-through agency for administering annual reimbursements and
AUTHORITY -required data consistent with the program guidelines whereby ATN will be party to a grant
subrecipient agreement with the CITY and will be the service provider to administer, operate, maintain
and manage PROJECT.
F. CITY service shall meet minimum standard of six (6) boardings per revenue vehicle
hour, which must be achieved within the first twelve (12) months of operation and ten (10) boardings
per revenue vehicle hour within twenty-four (24) months of operation and every year thereafter.
G. CITY shall provide separate and distinct cost accounting for all fixed route and special
event services.
H. CITY may request a time extension in accordance with the procedures identified in the
CTFP Guidelines to use any operating funds not used and available at the end of the initial seven (7)
yearterm.
Page 5 of 12
COOPERATIVE AGREEMENT NO. C-6-1482
1 I. CITY shall notify AUTHORITY of any non -AUTHORITY revenues received for the
2 PROJECT.
3 J. CITY shall include and identify any non -AUTHORITY or grant revenues received along
4 with any requirements associated with external fund sources for PROJECT in payment to AUTHORITY
5 for local match.
6 K. CITY will invoice AUTHORITY within sixty (60) days to receive annual reimbursement
7 per Exhibit A: City of Costa Mesa Project V Estimated Funding Schedule and consistent with Article 5
8 below.
9 ARTICLE 5. REQUEST FOR REIMBURSEMENT
10 A. CITY shall contribute matching funds, as is specified within this Cooperative Agreement
11 in Article 4, Paragraph A, toward the actual costs of PROJECT.
12 B. CITY shall invoice AUTHORITY within sixty (60) days to receive annual reimbursement
13 per Exhibit A: City of Costa Mesa Project V Estimated Funding Schedule and shall provide supporting
14 documentation according to the payments procedures identified in the CTFP Guidelines and
15 incorporated into this Cooperative Agreement. CITY's invoice shall include allowable PROJECT costs
16 incurred and paid for by CITY consistent with the PROJECT's Scope of Work. The invoice submitted
17 by CITY shall be signed by an authorized agent who can duly certify the accuracy of the included
18 information. Advance payments by AUTHORITY are not allowed.
19 C. The invoice must be submitted on CITY's letterhead.
20 D. The invoice shall be submitted by CITY and in duplicate to AUTHORITY's Accounts
21 Payable Office. Each invoice shall include the following information:
22 a. Agreement Number C-6-1482;
23 b. The total of PROJECT expenditures shall specify the percent and
24 amount to be reimbursed which shall not exceed ninety percent (90%) of the balance of net operations
25 and maintenance costs after AUTHORITY has paid Nine Dollars ($9.00) per boarding, in accordance
26 with Exhibit A: City of Costa Mesa Project V Estimated Funding Schedule. In addition, if CITY receives
Page 6 of 12
�f
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
COOPERATIVE AGREEMENT NO. C-6-1482
operating subsidy from any other non -AUTHORITY source for PROJECT use, CITY shall not invoice
OCTA for the amount received from the other non -AUTHORITY source(s). Supporting documentation
for all expenses must be provided including invoices.
C. Adequate detail describing all work completed.
d. Documentation providing evidence that ATN has been paid by CITY.
e. Each invoice for operation and maintenance subsidy shall include the
following operating statistics for the fiscal year (July 1 through June 30) to date: Revenue Vehicle
Hours, Total Boardings, Boardings per Revenue Vehicle Hour, Operating Costs, Net Operating Costs
(Costs less fares), Reimbursement per Net Operating Costs, and Reimbursement per Boarding.
f. Certification signed by CITY's Public Services Director or his/her
designated alternate that a) The invoice is a true, complete and correct statement of reimbursable costs
and progress; b) The backup information included with the invoice is true, complete and correct in all
material respects; c) All payments due and owing to subcontractors and suppliers have been made; d)
Timely payments will be made to subcontractors and suppliers from the proceeds of the payments
covered by the certification and; e) The invoice does not include any amount which CITY intends to
withhold or retain from a subcontractor or supplier unless so identified on the invoice.
g. Such other information as requested by AUTHORITY.
E. Total payments shall not exceed the Funding Amount specified in Article 3, paragraph A.
F. CITY shall submit final invoice no later than one hundred eighty (180) days after
completion of PROJECT.
ARTICLE 6. DELEGATED AUTHORITY
The actions required to be taken by CITY in the implementation of this Cooperative Agreement
are delegated to its Public Services Director, or his/her designee, and the actions required to be taken
by AUTHORITY in the implementation of this Cooperative Agreement are delegated to AUTHORITY's
Chief Executive Officer or his/her designee.
Page 7 of 12
41�
1
2
3
4
5
6
7
8
9
10
11
12
13
14
15
16
17
18
19
20
21
22
23
24
25
26
COOPERATIVE AGREEMENT NO. C-6-1482
ARTICLE 7. AUDIT AND INSPECTION
AUTHORITY and CITY shall maintain a complete set of records in accordance with generally
accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized
representatives of the AUTHORITY to inspect and audit all work, materials, payroll, books, accounts,
and other data and records of CITY relating to the PROJECT for a period of five (5) years after final
payment, or completion of audit by the AUTHORITY, or after final payment of debt service, whichever is
longer. For purposes of audit, the date of completion of this Cooperative Agreement shall be the date
of AUTHORITY's payment of CITY's final billing under this Cooperative Agreement. AUTHORITY shall
have the right to reproduce any such books, records, and accounts. The above provision with respect to
audits shall extend to and/or be included in contracts with CITY's contractor(s).
ARTICLE 8. MUTUAL INDEMNIFICATION
A. To the fullest extent permitted by law, CITY shall defend (at CITY's sole cost and
expense with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect, and hold
harmless AUTHORITY, its officers, directors, employees, and agents (collectively the "Indemnified
Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs,
judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses
including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising
from injuries to or death of persons (CITY's employees included), claims for damage to property,
including property owned by AUTHORITY, or from any alleged violation of any federal, state, or local
law or ordinance, alleged to be caused by the negligent acts, omissions or willful misconduct of CITY,
its officers, directors, employees or agents in connection with or arising out of the performance of this
Cooperative Agreement.
B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole
cost and expense with legal counsel reasonably acceptable to CITY), indemnify, protect, and hold
harmless CITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties"),
from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments,
Page 8 of 12 1
COOPERATIVE AGREEMENT NO. C-6-1482
1 arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal
2 costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to
3 or death of persons (AUTHORITY's employees included), claims for damage to property, including
4 property owned by CITY, or from any alleged violation of any federal, state, or local law or ordinance,
5 alleged to be caused by the negligent acts, omissions or willful misconduct of AUTHORITY, its officers,
6 directors, employees or agents in connection with or arising out of the performance of this Cooperative
7 Agreement.
8 C. The indemnification and defense obligations of this Cooperative Agreement shall survive
9 its expiration or termination.
10 ARTICLE 9. ADDITIONAL PROVISIONS:
11 PARTIES agree to the following mutual responsibilities:
12 A. Term of Agreement: This Cooperative Agreement shall continue in full force and effect
13 on an annual basis, subject to CITY meeting minimum performance standards of ridership as identified
14 in the BOARD approved Project V Guidelines, or December 31, 2023, whichever is earlier. This
15 Cooperative Agreement may only be extended upon mutual agreement by both PARTIES.
16 B. Termination: In the event either PARTY defaults in the performance of their obligations
17 under this Cooperative Agreement or breaches any of the provisions of this Cooperative Agreement,
18 the non -defaulting PARTY shall have the option to terminate this Cooperative Agreement upon sixty
19 (60) days' prior written notice to the other PARTY.
20 C. Termination for Convenience: Either PARTY may terminate this Cooperative Agreement
21 for its convenience by providing sixty (60) days' prior written notice of its intent to terminate for
22 convenience to the other PARTY.
23 D. Amendments: This Cooperative Agreement may be amended in writing at any time by
24 the mutual consent of all PARTIES. No amendment shall have any force or effect unless executed in
25 writing by all PARTIES.
26 E. PARTIES shall comply with all applicable federal, state, and local laws, statues,
Page 9 of 12 <(
COOPERATIVE AGREEMENT NO. C-6-1482
1 ordinances and regulations of any governmental authority having jurisdiction over PROJECT.
2 F. Legal Authority: PARTIES hereto consent that they are authorized to execute this
3 Cooperative Agreement on behalf of said PARTIES and that, by so executing this Cooperative
4 Agreement, the PARTIES hereto are formally bound to the provisions of this Cooperative Agreement.
5 G. Severability If any term, provision, covenant or condition of this Cooperative Agreement
6 is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent
7 jurisdiction, the remainder of this Cooperative Agreement shall not be affected thereby, and each term,
8 provision, covenant or condition of this Cooperative Agreement shall be valid and enforceable to the
9 fullest extent permitted by law.
10 H. Counterparts of A reement: This Cooperative Agreement may be executed and
11 delivered in any number of counterparts, each of which, when executed and delivered shall be deemed
12 an original and all of which together shall constitute the same agreement. Facsimile signatures will be
13 permitted.
14 I. Farce Majeure: Each of the PARTIES shall be excused from performing its obligations
15 under this Cooperative Agreement during the time and to the extent that it is prevented from performing
16 by an unforeseeable cause beyond its control, including but not limited to; any incidence of fire, flood;
17 acts of God; commandeering of material, products, plants or facilities by the federal, state or local
18 government; national fuel shortage; or a material act or omission by the other PARTY; when
19 satisfactory evidence of such cause is presented to the other PARTY, and provided further that such
20 nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the
21 PARTY not performing.
22 J. Assignment: Neither this Cooperative Agreement, nor any of the PARTIES' rights,
23 obligations, duties, or authority hereunder may be assigned in whole or in part by any PARTY without
24 the prior written consent of the other PARTY in its sole and absolute discretion. Any such attempt of
25 assignment shall be deemed void and of no force and effect. Consent to one assignment shall not be
26 deemed consent to any subsequent assignment, nor the waiver of any right to consent to such
Page 10 of 12�
COOPERATIVE AGREEMENT NO. C-6-1482
subsequent assignment.
K. Governing Law: The laws of the State of California and applicable local and federal
laws, regulations and guidelines shall govern this Cooperative Agreement.
L. Litigation fees: Should litigation arise out of this Cooperative Agreement for the
performance thereof, the court shall award costs and expenses, including attorneys' fees, to the
prevailing PARTY.
M. Notices: Any notices, requests, or demands made between the PARTIES pursuant to
this Cooperative Agreement are to be directed as follows:
To CITY:
To AUTHORITY:
City of Costa Mesa
Orange County Transportation Authority
77 Fair Drive
550 South Main Street
Costa Mesa, California 92626
P. O. Box 14184
Orange, CA 92863-1584
Attention: Raja Sethuraman
Attention: Donald Herrera
Public Services Director
Contracts Administrator
714-754-5343
Tel: 714-560-5644
raja. sethuraman@costamesaca.gov
E-mail: dherrera@octa.net
With a copy that shall not constitute Notice to:
Cc: Sam Kaur
Section Manager, Measure M Local
Programs
skaur@octa.net
N. Successors and Assigns: The provisions of this Cooperative Agreement shall bind and
inure to the benefit of each of the PARTIES hereto, and all successors or assigns of the PARTIES
hereto.
Page 11 of 12 `!
COOPERATIVE AGREEMENT NO. C-6-1482
This Cooperative Agreement shall be made effective upon execution by both PARTIES.
IN WITNESS WHEREOF, the PARTIES hereto have caused this Cooperative Agreement
No. C-6-1482 to be executed on the date first above written.
CITY OF COSTA MESA ORANGE COUNTY TRANSPORTATION AUTHORITY
Thomas R. Hatch
City Manager
ATTEST:
in
Brenda Green
City Clerk
APPROVED AS TO FORM:
By:
Thomas P. Duarte
City Attorney
Dated:
APPROVAL RECOMMENDED:
Im
Raja Sethuraman
Public Services Director
M
Darrell Johnson
Chief Executive Officer
APPROVED AS TO FORM
By:
James Donich
General Counsel
APPROVAL RECOMMENDED:
Kia Mortazavi
Executive Director, Planning
Dated:
Page 12 of 12
City of Costa Mesa Project V Estimated Funding Schedule COOPERATIVE AGREEMENT NO. C-6-1482
Exhibit A
Total OCTA Share
Total Local Share
Total Project Cost
Total OCTA Percentage
Total City Match Percentage
Year 7
FY 22/23
$ 201,737
369,843 $ 2,588,901
41,094 $ 287,656
410,937 $ 2,876,557
$2,790,638
$310,071
$3,100,709
90%
10%
Year 1
Year 2
Year 3
Year a
Year 5
Year 6
FY 16117
FY 17118
FY 18119
FY -19120
FY 20121
FY 21122
Capital OCTA
$
201,737
Local Match - 10%
$
22,415
Total Capital
$
224,152
Operations
OCTA Operations
$
369,843
$ 369,843
$ 369,843
$ 369,843
$ 369,843
$ 369,843 $
Local Match
$
41,094
$ 41,094
$ 41,094
$ 41,094
$ 41,094
$ 41,094 $
Total Opeartions
$
410,937
$ 410,937
$ 410,937
$ 410,937
$ 410,937
$ 410,937 $
Total OCTA Share
Total Local Share
Total Project Cost
Total OCTA Percentage
Total City Match Percentage
Year 7
FY 22/23
$ 201,737
369,843 $ 2,588,901
41,094 $ 287,656
410,937 $ 2,876,557
$2,790,638
$310,071
$3,100,709
90%
10%
ATTACHMENT 2
OCTA PROJECT V
SUBRECIPIENT A G R E E M E N T
THIS AGREEMENT, dated for purposes of identification only this day of
2017, is made and entered into by and between the CITY OF COSTA MESA,
a municipal corporation ("CITY"), and ANAHEIM TRANSPORTATION NETWORK, a
California nonprofit corporation ("ATN")
WITNESSETH:
WHEREAS, ATN is a nonprofit corporation formed and organized as a public-
private partnership to solve transportation problems within certain defined areas of the
City of Anaheim and the surrounding area; and
WHEREAS, on November 23, 2015, the Orange County Transportation Authority
("OCTA") Board of Directors approved the Measure M2 Project V Community -Based
Transit/Circulators Program Guidelines and issued a Call for Projects (the "Program");
and
WHEREAS, the Program provides funding for local agencies to develop
community based local transit services that complement regional transit services and
meet needs in areas not adequately serviced by regional transit; and
WHEREAS, the CITY applied for the Measure M2 Project V Community -Based
Transit/Circulators Program (the "Grant") for the purpose of providing a new bus circulator
route to and from Costa Mesa to the Anaheim ResortTm district, ARTIC, and surrounding
areas, as well as within Costa Mesa along an approximate 1.5 mile corridor (hereinafter
referred to as the "Project"); and
WHEREAS, ATN and the CITY will provide matching funds for each project as
required by the OCTA Project V Community Based Transit/Circulators and Program
Guidelines; and
1
WHEREAS, OCTA intends to allocate funds for the CITY's new bus circulator
services; and
WHEREAS, ATN and CITY will not use Measure M funds to supplant Developer
Fees or other commitments; and
WHEREAS, the CITY and OCTA have entered into that certain Cooperative
Agreement No. dated
(the "Cooperative Agreement"), for
the bus service, signage and the cost of operations, maintenance and marketing for seven
years, which Cooperative Agreement is available for review at the CITY and incorporated
by reference as if set forth in full herein; and
WHEREAS, by this Agreement the CITY and ATN desire to set forth their
intentions and obligations regarding the use of the Grant funds by ATN as a subrecipient
of the Grant funds for the bus service operation.
NOW, THEREFORE, for and in consideration of the mutual promises, covenants
and conditions contained herein, the parties hereby agree as follows:
PART 1 - RESPONSIBILITIES OF ATN
A. ATN shall provide the following services and meet the following
milestones, provided that adjustments to the milestones may be approved by the CITY
Public Services Director:
a. Commence service on the service date agreed upon by CITY
and ATN ("Service Start Date") using up to two (2) buses from the Anaheim Resort
Transportation ("ART") fleet.
b. Provide daily year-round service in accordance with the
mutually agreed upon operating schedule.
themed, buses.
signs, and website.
C. Provide service utilizing fully wrapped, Costa Mesa attraction
d. Include Costa Mesa properties on ART maps, advertising,
2
e. Ensure that on -street signs providing bus arrival time
information are installed and operational by the Service Start Date.
B. ATN shall perform all of the tasks as outlined in the Cooperative Agreement
between CITY and OCTA, regarding the use of Grant funds for the bus service operation.
Some of these tasks include but are not limited to the following:
1. ATN shall provide to CITY and/or OCTA all system data reporting
information necessary to comply with national database reporting requirements by July
31 of each year for the prior fiscal year (July 1 through June 30).
2. ATN shall invoice CITY for eligible capital cost and Operation and
Maintenance ("O&M") costs on a monthly basis in accordance with the approved funding
schedule, as established by the Cooperative Agreement.
3. ATN shall provide on or before July 31 of each year a fiscal year-end report
to CITY and/or OCTA. The fiscal year-end report shall include actual expenses versus
budgeted expenses, including revenue, expenditures, vehicle service hours, vehicle
service miles, passenger boarding and farebox recovery ratio.
4. ATN shall provide CITY and/or OCTA ridership reporting on a monthly basis
in a format approved by OCTA.
5. ATN shall provide to CITY and/or OCTA actual Revenue Vehicle Miles,
Boardings, and Operating and Maintenance Cost related to Project service on a quarterly
basis.
6. ATN shall meet applicable Federal Transit Administration ("FTA")
requirements.
C. Audit and Inspection. ATN and CITY shall maintain a complete set of
records in accordance with generally accepted accounting principles. Upon reasonable
notice, ATN shall permit the authorized representatives of OCTA and/or CITY to inspect
and audit all work, materials, payroll, books, accounts, and other data and records of ATN
for a period of five (5) years after final payment, or completion of audit by the CITY and/or
OCTA, or after final payment of debt service where local fair share revenues were
3
pledged, whichever is longer. For purposes of audit, the date of completion of this
Agreement shall be the date of OCTA's payment of CITY's final billing (as so noted on
the invoice) under this Agreement. OCTA shall have the right to reproduce any such
books, records, and accounts.
D. Bankrupts. In the event that ATN files for bankruptcy protection, ATN
shall notify CITY within five (5) business days of such filing.
PART 2 - RESPONSIBILITIES OF CITY
A. CITY will perform all of the tasks outlined in the Cooperative Agreement
between CITY and OCTA, regarding the use of Grant funds for the bus service operation.
Some of these tasks include but are not limited to the following:
ATN.
1. CITY will invoice OCTA on a reimbursement basis for services provided by
2. CITY will provide bus stop locations for ATN services within Costa Mesa.
3. CITY will work with ATN to implement a real-time passenger information
system within Costa Mesa.
4. CITY will work with ATN and Travel Costa Mesa ("TCM") to market the
transit services to residents, commuters and visitors to the Costa Mesa and Anaheim
area.
5. CITY in coordination with TCM will distribute ART passes to CITY partners
and reimburse ATN the face value of passes used.
6. CITY will contribute matching funds as specified in the Cooperative
Agreement toward actual project costs.
B. Payment.
1. CITY will reimburse ATN for the O&M costs in accordance with the
Project V Community -Based Transit Circulator Program 7 -YR O&M Funding Plan (the
"Funding Plan") set forth in Exhibit A of this Agreement. The Funding Plan indicates the
maximum O&M costs for each of the seven (7) years.
4
2. CITY will reimburse ATN in arrears on a monthly basis for all
allowable Project costs upon receipt from ATN of invoices.
3. The funding limit is an estimate and CITY will only reimburse the cost
of services actually rendered as authorized by OCTA at or below the funding limitation
set forth herein. Funding for this Agreement is subject to the continuing availability to the
CITY of funds for this Project. The Agreement may be terminated immediately upon
notice of a loss or reduction of Grant funds.
4. ATN will be reimbursed for expended actual allowable direct and
indirect costs incurred in the performance of the Project work.
5. ATN must submit final invoice no later than sixty (60) days after the
termination date of this Agreement or invoice may not be paid.
C. Required Documentation. ATN shall promptly submit all required
documentation to CITY. Invoices submitted by ATN shall include the following
information:
a. Agreement Number C-6-1482;
b. PROJECT expenditures, specifying the percentage of Project completed
and amount to be reimbursed.
C. Adequate detail describing all work completed.
d. The following operating statistics for the fiscal year (July 1 through June 30)
to date: Revenue Vehicle Hours, Total Boardings, Boardings per Revenue Vehicle Hour,
Operating Costs, Net Operating Costs (Costs less fares), Reimbursement per Net
Operating Costs, and Reimbursement per Boarding.
e. Certification signed by ATN that i) The invoice is a true, complete and
correct statement of reimbursable costs and progress; ii) The backup information included
with the invoice is true, complete and correct in all material respects; iii) All payments due
and owing to subcontractors and suppliers have been made; and iv) Timely payments will
be made to subcontractors and suppliers from the proceeds of the payments covered by
the certification.
5
Dw(
f. Such other information as requested by CITY and/or OCTA.
RT 3 - GENERAL TERMS OF AGREEMENT
A. Term. Except as set forth herein, the initial term of this Agreement shall
commence on the Service Start Date and continue for one (1) year, and will automatically
renew on an annual basis, subject to CITY minimum performance standards of ridership,
or December 31, 2023, whichever is earlier, unless terminated earlier as set forth herein.
This Agreement may be extended by mutual written agreement of both parties. No
services shall commence prior to the Service Start Date, except at ATN's cost and risk,
and no charges are authorized until this Agreement is fully executed. Notwithstanding
the foregoing, CITY may immediately terminate this Agreement upon notice to ATN of
reduction or loss of Grant funds.
B. Termination. In the event any party fails to comply with any term or
condition of this Agreement, or fails to provide services in the manner agreed upon by the
parties, this shall constitute a material breach of the Agreement. The nonbreaching party
shall have the sole and exclusive option either to notify the breaching party that it must
cure this breach within fifteen (15) days or provide written notification of its intention to
terminate this Agreement with thirty (30) days' written notice. Notification shall be
provided in the manner set forth in Part 3, Section G, below. Termination shall not be the
exclusive remedy of the nonbreaching party. The nonbreaching party reserves the right
to seek any and all remedies provided by law. Contingent upon OCTA's reimbursement
of CITY under the Cooperative Agreement, CITY will reimburse ATN for actual costs
incurred (not to exceed the total Agreement value), including all noncancellable
commitments incurred in performance of this Agreement through the effective date of
termination for any reason other than breach.
C. Early Termination. This Agreement maybe terminated early if the vehicles
or equipment become inoperable through mechanical failure of components or systems
directly related to the alternative fuel technology being utilized and such failure is not
caused by ATN's negligence, misuse, or malfeasance. CITY may also terminate this
Agreement at any time if OCTA terminates the Cooperative Agreement with CITY
following thirty (30) days' written notice to ATN.
D. Independent Party.
ATN is and shall be acting at all times as an independent contractor and not as an
employee of CITY. ATN shall have no power to incur any debt, obligation, or liability on
behalf of CITY or otherwise act on behalf of CITY as an agent. CITY shall have no power
to incur any debt, obligation, or liability on behalf of ATN or otherwise act on behalf of
ATN as an agent. Neither CITY nor any of its agents shall have control over the conduct
of ATN or any of ATN's employees[Aii. ATN shall not, at any time, or in any manner,
represent that it or any of its agents or employees are in any manner agents or employees
of CITY. ATN shall secure, at its sole expense, be responsible for any and all payment of
Income Tax, Social Security, State Disability Insurance Compensation, Unemployment
Compensation, and other payroll deductions for ATN and its officers, agents, and
employees, and all business licenses, if any are required, in connection with the services
to be performed hereunder. ATN shall indemnify and hold CITY and OCTA harmless from
any and all taxes, assessments, penalties, and interest asserted against CITY and/or
OCTA by reason of the independent contractor relationship created by this Agreement.
ATN further agrees to indemnify and hold CITY and OCTA harmless from any failure of
ATN to comply with the applicable worker's compensation laws. CITY shall have the right
to offset against the amount of any fees due to ATN under this Agreement any amount
due to CITY from ATN as a result of ATN's failure to promptly pay to CITY any
reimbursement or indemnification arising under this paragraph.
E. PERS EligibilitV Indemnification
In the event that ATN or any employee, agent, or subcontractor of ATN providing
services under this Agreement claims or is determined by a court of competent jurisdiction
or the California Public Employees Retirement System (PERS) to be eligible for
enrollment in PERS as an employee of the CITY or OCTA, ATN shall indemnify, defend,
and hold harmless CITY and/or OCTA for the payment of any employee and/or employer CO)7
contributions for PERS benefits on behalf of ATN or its employees, agents, or
subcontractors, as well as for the payment of any penalties and interest on such
contributions, which would otherwise be the responsibility of CITY or OCTA.
Notwithstanding any other agency, state or federal policy, rule, regulation, law or
ordinance to the contrary, ATN and any of its employees, agents, and subcontractors
providing service under this Agreement shall not qualify for or become entitled to, and
hereby agree to waive any claims to, any compensation, benefit, or any incident of
employment by CITY or OCTA, including but not limited to eligibility to enroll in PERS as
an employee of CITY or OCTA and entitlement to any contribution to be paid by CITY or
OCTA for employer contribution and/or employee contributions for PERS benefits.
F. Insurance.
It is agreed that ATN shall secure prior to commencing any activities under this
Agreement, maintain, and keep in full force and effect during the term of this Agreement,
insurance coverage with an insurance company admitted to do business in California,
rated 'A," Class X or better in the most recent Best's Key Insurance Rating Guide, as
follows:
1. Workers' compensation insurance as required by the State of
California. ATN agrees to waive, and to obtain endorsements from its workers'
compensation insurer waiving subrogation rights under its workers' compensation
insurance policy against the CITY and OCTA, their officers, agents, employees, and
volunteers arising from work performed by ATN for the CITY and to require each of its
subcontractors, if any, to do likewise under their workers' compensation insurance
policies.
2. Commercial general liability, including premises -operations,
products/completed operations, broad form property damage, blanket contractual liability,
independent contractors, personal injury or bodily injury with a policy limit of not less than
One Million Dollars ($1,000,000.00), combined single limits, per occurrence. If such
insurance contains a general aggregate limit, it shall apply separately to this Agreement
or shall be twice the required occurrence limit.
3. Business automobile liability for owned vehicles, hired, and non -
owned vehicles, with a policy limit of not less than One Million Dollars ($1,000,000.00),
combined single limits, per occurrence for bodily injury and property damage.
4. Each commercial general liability and business automobile liability
insurance policy required by this Agreement shall contain or be endorsed to contain the
following provisions:
a. Additional insureds: "The City of Costa Mesa and Orange County
Transportation Authority and their elected and appointed boards,
officers, officials, agents, employees, and volunteers are additional
insureds with respect to: liability arising out of activities performed by
or on behalf of ATN pursuant to its contract with the City and
automobiles owned, leased, hired, or borrowed by ATN."
b. Notice: "Said policy shall not terminate, be suspended, or voided, nor
shall it be cancelled, nor the coverage or limits reduced, until thirty (30)
days after written notice is given to City of Costa Mesa."
C. Other insurance: "ATN's insurance coverage shall be primary
insurance as respects the City of Costa Mesa, Orange County
Transportation Authority and their officers, officials, agents,
employees, and volunteers. Any other insurance maintained by the
City of Costa Mesa or Orange County Transportation Authority shall
be excess and not contributing with the insurance provided by this
policy."
d. Any failure to comply with the reporting provisions of the policies shall
not affect coverage provided to the City of Costa Mesa, Orange County
Transportation Authority or their officers, officials, agents, employees,
and volunteers.
e. ATN's insurance shall apply separately to each insured against
whom claim is made or suit is brought, except with respect to the
limits of the insurer's liability.
5. If any of such policies provide for a deductible or self-insured
retention to provide such coverage, the amount of such deductible or self-insured
retention shall be approved in advance by City. No policy of insurance issued as to which
the City is an additional insured shall contain a provision which requires that no insured
except the named insured can satisfy any such deductible or self-insured retention.
6. ATN shall provide to CITY certificates of insurance showing the
insurance coverages and required endorsements described above prior to performing
any services under this Agreement. The certificates of insurance shall be attached hereto
as Exhibit "B" and incorporated herein by this reference.
7. Nothing in this Section shall be construed as limiting in any way, the
indemnification provision contained in this Agreement, or the extent to which ATN may
be held responsible for payments of damages to persons or property.
8. CITY's Risk Manager is hereby authorized to reduce or waive the
requirements set forth above in the event he or she determines that such reduction or
waiver is in CITY's best interest.
9. In addition to any other remedies CITY may have if ATN fails to
provide or maintain any insurance policies or policy endorsements to the extent and within
the time herein required, CITY may, at its sole option:
a. Order ATN to stop work under this Agreement and/or withhold any
payment(s) which become due to ATN hereunder until ATN
demonstrates compliance with the requirements hereof.
b. Terminate this Agreement, after reasonable notice to ATN and an
opportunity to cure.
G. Indemnification.
10 &
ATN agrees to defend, indemnify, hold free and harmless the CITY and its elected
officials, officers, agents and employees, at ATN's sole expense, from and against any
and all claims, actions, suits or other legal proceedings brought against the CITY and/or
its elected officials, officers, agents and employees arising out of the performance of ATN,
its employees, and/or authorized subcontractors, of the work undertaken pursuant to this
Agreement. The defense obligation provided for hereunder shall apply without any
advance showing of negligence or wrongdoing by ATN, its employees, and/or authorized
subcontractors, but shall be required whenever any claim, action, complaint, or suit
asserts as its basis the negligence, errors, omissions or misconduct of ATN, its
employees, and/or authorized subcontractors, and/or whenever any claim, action,
complaint or suit asserts liability against the CITY, and/or its elected officials, officers,
agents and employees based upon the work performed by ATN, its employees, and/or
authorized subcontractors under this Agreement, whether or not ATN, its employees,
and/or authorized subcontractors are specifically named or otherwise asserted to be
liable. Notwithstanding the foregoing, ATN shall not be liable for the defense or
indemnification of the CITY for claims, actions, complaints or suits arising out of the sole
active negligence or willful misconduct of the CITY.
H. Notices.
Any notices, documents, correspondence or other communications concerning
this Agreement or the work hereunder may be provided by personal delivery, facsimile or
mail and shall be addressed as set forth below. Such communication shall be deemed
served or delivered: (a) at the time of delivery if such communication is sent by personal
delivery; (b) at the time of transmission if such communication is sent by facsimile; and
(c) 48 hours after deposit in the U.S. Mail as reflected by the official U.S. postmark if such
communication is sent through regular United States mail.
CITY:
Public Services Director, Public Services Department
11
City of Costa Mesa
77 Fair Drive
Costa Mesa, CA 92628
Phone Number: (714) 754-5343
Fax Number: (714) 754-5028
Courtesy copy to:
ATN:
Brenda Green, City Clerk
City of Costa Mesa
77 Fair Drive
Costa Mesa, CA 92628
Diana Kotler, Executive Director
Anaheim Transportation Network
1280 S. Anaheim Boulevard
Anaheim, CA 92805
Phone number:
Fax Number: (714) 563-5289
I. Contract Administration. The Public Services Director, or his or her
designee, shall represent CITY in all matters pertaining to the administration of this
Agreement.
J. Compliance with Applicable_ Laws. ATN agrees to comply with all
applicable federal, state, and local laws, ordinances, codes and regulations and orders of
public authorities, including, but not limited to, Disabled Veterans Business Enterprise
Certification, Drug -Free Workplace Certification, Americans with Disabilities Act;
California Environmental Quality Act (CEQA), and prevailing wage laws, in the
performance of this Agreement and to ensure that the provisions of this clause are
included in all subcontracts, if any. ATN further agrees to comply with CITY's Council
Policy 100-5, attached hereto as Exhibit C and incorporated herein by this reference.
ATN's failure to conform to the requirements set forth in Council Policy 100-5 or any
applicable law, ordinance, regulation, code, or order shall constitute a material breach of
12
this Agreement and shall be cause for immediate termination of this Agreement by CITY
upon reasonable notice and an opportunity to cure.
K. Assignment. Neither party shall voluntarily or by operation of law assign,
transfer, or delegate all or any part of their rights and obligations under this Agreement
without the other party's prior written consent. Any attempted assignment, transfer, or
delegation without the other party's prior written consent shall be void and have no effect.
Regardless of the other party's consent, no assignment, transfer or delegation shall
release the other party of its obligation to perform all other obligations to be performed by
the party hereunder for the term of this Agreement.
L. Non -Effect of Waiver. ATN's or CITY's failure to insist upon the
performance of any or all of the terms, covenants, or conditions of this Agreement, or
failure to exercise any rights or remedies hereunder, shall not be construed as a waiver
or relinquishment of the future performance of any such terms, covenants, or conditions,
or of the future exercise of such rights or remedies, unless otherwise provided for herein.
M. Attorney'sFees. In the event that litigation is brought by any party in
connection with this Agreement, the prevailing party shall be entitled to recover from the
opposing party all reasonable costs and expenses, including reasonable attorneys' fees,
incurred by the prevailing party in the exercise of any of its rights or remedies hereunder
or the enforcement of any of the terms, conditions, or provisions hereof.
N. Force Majeure. Neither CITY nor ATN shall be liable or deemed to be in
default for any delay or failure in performance under this Agreement or interruption of
services resulting, directly or indirectly, from acts of God, civil or military authority, acts of
public enemy, war,
strikes, labor disputes, shortages of suitable parts, materials, labor or transportation, or
any similar cause beyond the reasonable control of CITY or ATN.
O. Severabilit . If any provision of this Agreement is determined by a court of
competent jurisdiction to be unenforceable in any circumstance, such determination shall
not affect the validity or enforceability of the remaining terms and provisions hereof or of
the offending provision in any other circumstance. Notwithstanding the foregoing, if the
13
value of this Agreement, based upon the substantial benefit of the bargain for any party,
is materially impaired, which determination made by the presiding court or arbitrator of
competent jurisdiction shall be binding, then both parties agree to substitute such
provision(s) through good faith negotiations.
P. Governing Law. This Agreement shall be governed by and construed
under the laws of the State of California without giving effect to that body of laws
pertaining to conflict of laws. In the event of any legal action to enforce or interpret this
Agreement, the parties hereto agree that the sole and exclusive venue shall be a court of
competent jurisdiction located in Orange County, California.
Q. Non -Discrimination. In performing this Agreement, ATN shall not engage
in, nor permit its agents to engage in, discrimination in employment of persons because
of their race, religion, color, national origin, ancestry, age, physical handicap, medical
condition, marital status, sexual gender or sexual orientation, except as permitted
pursuant to Section 12940 of the Government Code.
R. Amendment. Only a writing executed by the parties hereto or their
respective successors and assigns may amend or modify the terms of this Agreement.
S. Entire Agreement. This Agreement constitutes the entire agreement
between the parties with respect to any matter referenced herein and supersedes any
and all other prior writings and oral negotiations. No waiver, alteration or modification of
any of the provisions herein shall be binding on any party unless in writing and signed by
the parties in interest at the time of such waiver, alteration or modification. The terms of
this Agreement shall prevail over any inconsistent provision in any other contract
document appurtenant hereto, including exhibits to this Agreement.
T. Authority. The persons executing this Agreement on behalf of the parties
hereto warrant that they are duly authorized to execute this Agreement on behalf of said
parties and that by doing so the parties hereto are formally bound to the provisions of this
Agreement.
14
U. Effective Date. This Agreement is effective on the date the last party
executes and delivers this Agreement as indicated by the date stated next to that party's
signature line (the "Effective Date")
V. Public Route. The parties understand and agree that pursuant to 49 U.S.C.
§ 5323(d) and 49 CFR Part 604 recipients and subrecipients of FTA assistance are
prohibited from providing charter service using federally funded equipment or facilities
except under very limited exceptions. Any charter service provided under one of the
exceptions to 49 CFR § 604.9 must be "incidental", i.e., it must not interfere with or detract
from the provision of mass transportation. The parties understand and agree the ATN
serviced provided to CITY is not a charter service but is part of a public route. The parties
further understand and agree ATN shall provide only those services via its approved
public route system to all passengers seeking transit service between those public route
stops. The ATN may evaluate service efficiencies, routes or route stop locations from time
to time. Any recommended changes to the ATN service, routes or route stop locations
shall be presented to the ATN Board of Directors and shall be held as a public hearing at
a regularly scheduled meeting of the ATN Board of Directors.
IN WITNESS WHEREOF, the parties to this Agreement have caused this
Agreement to be executed by and through their respective authorized officers as of the
date last written below.
CITY OF COSTA MESA,
A municipal corporation
City Manager
ATN,
A nonprofit corporation
Signature
Date:
Date:
Name and Title
Taxpayer ID Number
ATTEST:
City Clerk
APPROVED AS TO FORM:
Date:
City Attorney
APPROVED AS TO INSURANCE:
Date:
Risk Management
DEPARTMENTALAPPROVAL
Date:
Public Services Director
APPROVED AS TO PURCHASING:
Date:
Interim Finance Director
16
BUDGET ADJUSTMENT AUTHORIZATION
__7
Unit
Department
Division
Serial Number
CITY
Public Services
Transportation
17-009
Type of Transaction
Reason for Request:
❑ Revenue Estimate
[I Estimate Increase
❑ Estimate Decrease
®
Expenditure Appropriation
El Intra -Departmental Transfer
El Inter -Departmental Transfer
To recognize and appropriate Measure M2 grant funding for
the Project V Community Circulator, as approved by the City
Council at the February 21, 2017 meeting.
® Source
❑ From Existing Budget Appropriations
® From Donations, Fees, or Grants
❑ Project -To -Project Transfer
® Appropriation Increase
❑ Appropriation Decrease
❑ From Unappropriated Fund Balance
Unit 1
Account
Name
Fund
Orqanization
Program
Project/Grant
Increase
Decrease
CITY
430312
Measure M2 Regional Grant
415
19300
l 30210
-
$571,580
CITY
500000
CIP-Project V — Community Circulator
415
19300
30210
300161
$571,580
-
Department Authorization:
Recommendation: ® Approval ❑ Disapproval
Reasons for Disapproval:
Department Director
Date
Director of Finance Date
City Manager Action:
® Approved ❑ Disapproved ❑ Not Required
Budget Verification:
The above information has been reviewed, is complete and accurate,
and the appropriations
and/or unappropriated funds are sufficient to support the request.
...............
City Manager Date
® Yes C No
City Council Action:
® Approved ❑ Disapproved ❑ Not Required
�. _. Budget Analyst Date
Date
a
C)
2
K
M
Z
W
ATTACHMENT 4
PROJECT V
City of Costa Mesa Transit Circulator Project
The current transit demonstration program providing daily scheduled bus service between City of
Costa Mesa and City of Anaheim provides the basis for this proposed Transit Circulator Project
operation.
Inter -city Service:
Currently, ART Route #22, "Costa Mesa/South Coast Plaza Line", connects various hotels and the
South Coast Plaza shopping center in the City of Costa Mesa with scheduled daily service to and
from the Anaheim Resort Area including Disneyland, the Anaheim Regional Transportation
Intermodal Center (ARTIC) and various Anaheim area
hotels (see Route Maps below). Eight bus stops are located
within the Anaheim Resort Area and twelve stops are
located within Costa Mesa (see Stop Location Table
below). The 12 stops within Costa Mesa are proposed to be
maintained with this new transit service. Stops within the
Anaheim Resort area will be reduced to six with this
current proposal. The currently scheduled arrivals and
departures during the morning and afternoon/evening
periods will be maintained and the current on -demand
schedule for the Costa Mesa hotels will be changed to a
fixed schedule. One bus/shuttle is expected to serve the
Costa Mesa -Anaheim Route 22 with approximately 105
minute headways. The transit service route will operate on a daily basis year-round with additional
service provided on summer weekends and Holidays on Route 22 when Disneyland Park closes at
midnight. Bus/shuttle service will operate along this route for three hours in the morning (8:30
a.m. to 11:30 a.m.) and five hours in the evening (6:00 p.m. to 11:00 p.m.).
Local Service:
A new mid-day fixed schedule and route with five new
stops is proposed to provide local transit service between
the Lab/Camp shopping area and the South Coast Plaza
shopping center area. Two buses are planned for this route
with approximate 15 minute headways. This transit service
route will operate on a daily basis year-round. Bus/shuttle
service will be operated along this route for four hours
during mid-day (10:30 a.m. to 2:30 p.m.)
D
ATTACHMENT 5
CITY COUNCIL AGENDA REPORT
MEETING DATE: MARCH 15, 2016 ITEM NUMBER:
SUBJECT: COMMUNITY BASED TRANSIT CIRCULATOR PROGRAM APPLICATION
DATE: FEBRUARY 26, 2016
FROM: PUBLIC SERVICES DEPARTMENT - TRANSPORTATION SERVICES DIVISION
PRESENTATION BY: ERNESTO MUNOZ, PUBLIC SERVICES DIRECTOR
FOR FURTHER INFORMATION CONTACT: RAJA SETHURAMAN, TRANSPORTATION SERVICES
MANAGER - (714) 754-5032
RECOMMENDATION:
Adopt the attached resolution approving the submittal of a grant funding application for the
Costa Mesa Transit Circulator Project under the Orange County Transportation Authority's
(OCTA) Measure M2 Project V - Community Based Transit Circulator Program (Attachment
1).
BACKGROUND:
In November 2006, the Orange County voters passed the Renewed Measure "M" Program,
extending the half -cent sales tax for the next 30 years, beginning in the year 2011. Funds
from this sales tax are proposed to fund a wide range of improvements to Orange County
freeways, arterials, and transit systems.
Measure M2 includes the Project V - Community Based Transit Circulator Program which
provides funding for local jurisdictions to develop local bus transit services such as
community based circulators, shuttles, and bus trolleys that complement regional bus and
rail services, and meet needs in areas not adequately served by regional transit. On
November 23, 2015, the OCTA Board of Directors approved the 2016 Call for Projects
under this program which can allocate up to $20 million in Measure M2 funds to local
agencies.
ANALYSIS:
OCTA has developed several regional competitive programs under Measure M2. With
the current "Call for Projects," only projects under the Community Based Transit Circulator
Program are eligible for funding. Cities can receive up to $50,000 for planning and up to
$550,000 annually for a period of up to seven (7) years for implementation, operation,
and maintenance of a local transit/circulator service. This OCTA program funds up to 90
percent of the total project costs.
The complete and final submittal of applications in response to the "2016 Call for Projects"
will need to meet certain minimum requirements to be eligible for Measure "M" grants
under the Project V Program. While the City met all these eligibility requirements, OCTA
requires approval of the attached resolution prior to any consideration of the City's
application. The resolution authorizes the Public Services Director or designee to submit
the grant application and to manage the project that receives grant funding. A brief
description of the proposed Costa Mesa Transit Circulator Project included in the funding
application is provided in Attachment 2.
ALTERNATIVES CONSIDERED:
One alternative considered is to not adopt the resolution. This alternative would result in the
City's project applications being declined and would render the City ineligible to compete for
available grant funding.
FISCAL REVIEW:
If staff is successful in capturing grant dollars under this program, a recommendation will be
made to City Council relative to a funding source for any required local match. In addition to
the City, other match sources include Costa Mesa Conference and Visitor's Bureau and
other private partnerships.
LEGAL REVIEW:
The City Attorney's office has reviewed and approved the resolution as to form.
CONCLUSION:
The current Countywide "2016 Call for Projects" is the first opportunity for the City to
compete for grant funding for the implementation of the Costa Mesa Transit Circulator
Project under the Measure "M2" - Project V Program. Staff recommends that the City
Council adopt the attached resolution for OCTA's consideration of the project application
under the Project V - Community Based Transit Circulator Program.
06. v✓Lur+
RAJA SETHURAMAN
Transportation Services Manager
ATTACHMENT: 1 — Project V Resolution
2 — Costa Mesa Transit Circulator Project Description
DISTRIBUTION: Chief Executive Officer
Assistant Chief Executive Officer
Economic & Dev. Svs. Director/Deputy CEO
City Clerk Division
Staff
File
2
RESOLUTION NO. 16-11
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF COSTA MESA,
CALIFORNIA, APPROVING THE SUBMITTAL OF THE TRANSIT CIRCULATOR
PROJECT TO THE ORANGE COUNTY TRANSPORTATION AUTHORITY FOR
FUNDING UNDER PROJECT V COMMUNITY BASED TRANSIT/CIRCULATORS
PROGRAM
THE CITY COUNCIL OF THE CITY OF COSTA MESA HEREBY RESOLVES,
DETERMINES, AND ORDERS AS FOLLOWS THAT:
(a) WHEREAS, the City of Costa Mesa desires to implement the transportation
improvements listed below; and
(b) WHEREAS, the City of Costa Mesa has been declared by the Orange County
Transportation Authority to meet the eligibility requirements to receive Measure M "fair
share" funds; and
(c) WHEREAS, the City's Circulation Element is consistent with the County of
Orange Master Plan of Arterial Highways; and
(d) WHEREAS, the City of Costa Mesa will provide matching funds for the project
as required by the Orange County Project V Community Based Transit/Circulators and
Program Guidelines; and
(e) WHEREAS, the Orange County Transportation Authority intends to allocate
funds for the Transit Circulator Project within the incorporated cities and the County; and
(f) WHEREAS, the City of Costa Mesa will not use Measure M funds to supplant
Developer Fees or other commitments.
NOW, THEREFORE, BE IT RESOLVED THAT:
The City Council of the City of Costa Mesa hereby requests the Orange County
Transportation Authority allocate funds in the amounts specified in the City's application to
Resolution No. 16-11 Page 1 of 2
�i,
said City from the Project V. Said funds shall be matched by funds from the City as required
and shall be used as supplemental funding to aid the City in the implementation of the
Transit Circulator Project.
PASSED AND ADOPTED this 15th day of March, 2016.
Stephen TM Messinger, Mayor
ATTEST:
Brenda Green, Ci Clerk
STATE OF CALIFORNIA)
COUNTY OF ORANGE )
CITY OF COSTA MESA )
ss
APPROVED AS TO FORM:
Thomas Duatt , City Attorney
I, BRENDA GREEN, City Clerk of the City of Costa Mesa, DO HEREBY CERTIFY that
the above and foregoing is the original of Resolution No. 16-11 and was duly passed and
adopted by the City Council of the City of Costa Mesa at a regular meeting held on the
15th day of March, 2016, by the following roll call vote, to wit:
AYES:
COUNCIL MEMBERS:
Foley, Genis, Monahan, Righeimer, Mensinger
NOES:
COUNCIL MEMBERS:
None
ABSENT:
COUNCIL MEMBERS:
None
IN WITNESS WHEREOF, I have hereby set my hand and affixed the seal of the City of
Costa Mesa this 16th day of March, 2016.
Brenda Green, �i y Clerk
(SEAL)
Resolution No. 16-11 Page 2 of 2