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HomeMy WebLinkAbout05-03-2016 Item 09 LOSSAN Agreement with SLO Transit Meeting Date: 5/3/2016 FROM: Daryl Grigsby, Public Works Director Prepared By: Gamaliel Anguiano, Transit Manager SUBJECT: LOSSAN AGREEMENT WITH SLO TRANSIT RECOMMENDATION Approve an agreement with LOSSAN for a one-year pilot project to honor Pacific Surfliner passes on SLO Transit; which is to be reimbursed at regular fare rate for each ride. DISCUSSION Background In February 2015, the California State Transportation Agency (CalSTA) issued a call for projects for the 2015 Transit and Intercity Rail Capital Program (TIRCP). The TIRCP was intended to make cap-and-trade funding available to support a small number of transformational transit and passenger rail projects that would reduce greenhouse gas emissions through a reduction in vehicle miles traveled. Applications for the TIRCP were due April 10, 2015, with selected projects announced on June 30, 2015. CalSTA has awarded the Los Angeles – San Diego – San Luis Obispo Rail Corridor Agency (LOSSAN) $1.675 million in Transit and Intercity Rail Capital Program grant funds to support the Pacific Surfliner Transit Transfer Program. This program will allow Pacific Surfliner passengers to transfer more seamlessly to connecting public transit services along the entire Pacific Surfliner route. The TIRCP grant will enable the LOSSAN Agency to initiate a Pacific Surfliner Transit Transfer Program (Program) on a one-year pilot basis. The Program will allow Pacific Surfliner passengers to transfer to 11 connecting transit services for free by presenting a valid Pacific Surfliner ticket. Each participating transit agency will be reimbursed by the LOSSAN Agency on a quarterly basis for the number of Pacific Surfliner passengers carried subject to a reimbursement agreement and a negotiated average base fare. With Pacific Surfliner service to San Luis Obispo, LOSSAN has invited SLO Transit and neighboring Regional Transit Authority to participate in the one-year pilot program. Using a “special key” located on the SLO Transit farebox, drivers will be able to record when they honor a valid ticket from a Pacific Surfliner passenger for transfer to the local SLO Transit system. Quarterly reports will be prepared, with necessary backup to be used as the basis for invoicing LOSSAN at SLO Transit’s average fare rate of $1.25 per trip. 9 Packet Pg. 63 FISCAL IMPACT There are no significant fiscal impacts expected for the Transit Enterprise Fund as all rides provided to Pacific Surfliner passengers are reimbursed to SLO Transit at its current fare rate of $1.25. There could however be a moderate increase in ridership, and fares collected, if the program is successful. ALTERNATIVES  Deny participation in LOSSAN agreement  Negotiate a modified LOSSAN agreement as directed by Council Attachments: a - Pacific Surfliner Transit Transfer Agreement 9 Packet Pg. 64 Page 1 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. L-XXXXX BETWEEN LOS ANGELES – SAN DIEGO – SAN LUIS OBISPO RAIL CORRIDOR AGENCY AND City of San Luis Obispo’s SLO Transit FOR FACILITATING TRANSFERS BETWEEN PACIFIC SURFLINER INTERCITY RAIL SERVICE AND LOCAL TRANSIT SERVICES THIS COOPERATIVE AGREEMENT (Agreement), is effective as of this 1st day of July 2016, by and between the Los Angeles – San Diego – San Luis Obispo Rail Corridor Agency, 600 S. Main St., Orange, California, 92863, a joint powers authority (hereinafter referred to as “LOSSAN AGENCY”), and the City of San Luis Obispo, 990 Palm St, San Luis Obispo, California, 93421, a public corporation of the State of California (hereinafter referred to as "SLO Transit"), each individually known as “Party” and collectively known as “Parties”. RECITALS: WHEREAS, LOSSAN AGENCY is a joint powers authority charged with local management and oversight of the state-funded, Amtrak-operated Pacific Surfliner intercity rail service between San Diego, Orange, Los Angeles, Ventura, Santa Barbara and San Luis Obispo counties per the terms of an interagency transfer agreement with the State of California effective July 1, 2015; and WHEREAS, LOSSAN AGENCY and SLO Transit, both provide public transportation services operating to, within, or through the six-county, 351-mile Los Angeles – San Diego – San Luis Obispo rail corridor (hereinafter referred to as “LOSSAN rail corridor”; and WHEREAS, Amtrak currently operates 23 daily state-funded Pacific Surfliner intercity trains on portions of the LOSSAN rail corridor per an operating contract with LOSSAN AGENCY serving 31 stations; and / 9.a Packet Pg. 65 At t a c h m e n t : a - P a c i f i c S u r f l i n e r T r a n s i t T r a n s f e r A g r e e m e n t ( 1 3 0 5 : L O S S A N A g r e e m e n t W i t h S L O T r a n s i t ) AGREEMENT NO. L-XXXXX 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 WHEREAS, in the absence of this Cooperative Agreement, passengers purchasing an Amtrak Pacific Surfliner train ticket and desiring to transfer to SLO Transit’s service must pay a separate fare on SLO Transit’s, service; and WHEREAS, LOSSAN AGENCY applied for and was awarded a Transit and Intercity Rail Capital Program grant in the amount of One Million Six Hundred Seventy Five Thousand Dollars ($1,675,000) to support a Pacific Surfliner Transit Transfer Program (hereinafter referred to as “PROGRAM”) for a one-year demonstration period; and WHEREAS, the Parties desire to enter into this Agreement to facilitate transfers between the Parties’ services and thereby provide greater convenience and mobility for public transportation users in the region; and WHEREAS, LOSSAN AGENCY and SLO Transit both desire to provide a fully coordinated public transit service for the benefit of the public, in compliance with Public Utilities Code Section 130262; and WHEREAS, this Agreement defines the specific terms, conditions, and roles and responsibilities between LOSSAN AGENCY and SLO Transit only as they relate to the PROGRAM and no other purpose; NOW, THEREFORE, in consideration of their mutual obligations set forth herein, the parties agree as follows: ARTICLE 1. COMPLETE AGREEMENT A. This Agreement, including any attachments incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the term(s) and conditions(s) of this Agreement between LOSSAN AGENCY and SLO Transit and it supersedes all prior representations, understandings, and communications. The invalidity in whole or in part of any term or condition of this Agreement shall not affect the validity of other term(s) or conditions(s) of this Agreement. The above referenced Recitals are true and correct and are incorporated by reference herein. 9.a Packet Pg. 66 At t a c h m e n t : a - P a c i f i c S u r f l i n e r T r a n s i t T r a n s f e r A g r e e m e n t ( 1 3 0 5 : L O S S A N A g r e e m e n t W i t h S L O T r a n s i t ) AGREEMENT NO. L-XXXXX Page 3 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 B. LOSSAN AGENCY’s failure to insist on any instance(s) of SLO Transit performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of LOSSAN AGENCY’s right to such performance or to future performance of such term(s) or condition(s), and SLO Transit’s obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon LOSSAN AGENCY except when specifically confirmed in writing by an authorized representative of LOSSAN AGENCY by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement. C. SLO Transit failure to insist on any instance(s) of LOSSAN AGENCY’s performance of any term(s) or condition(s) of this Agreement shall not be construed as a waiver or relinquishment of SLO Transit right to such performance or to future performance of such term(s) or condition(s), and LOSSAN AGENCY’s obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Agreement shall not be binding upon SLO Transit except when specifically confirmed in writing by an authorized representative of SLO Transit by way of a written amendment to this Agreement and issued in accordance with the provisions of this Agreement. ARTICLE 2. SCOPE OF AGREEMENT This Agreement specifies the roles and responsibilities of the Parties as they pertain to the PROGRAM. Both LOSSAN AGENCY and SLO Transit agree that each will cooperate and coordinate with the other in all activities covered by this Agreement and any other supplemental agreements that may be required to facilitate purposes thereof. ARTICLE 3. RESPONSIBILITIES OF LOSSAN AGENCY LOSSAN AGENCY agrees to the following responsibilities for PROGRAM: 1. LOSSAN AGENCY shall pay complete and accurate invoices submitted by SLO Transit on a quarterly basis within 30 days of receipt of the invoice. / ARTICLE 4. RESPONSIBILITIES OF SLO Transit 9.a Packet Pg. 67 At t a c h m e n t : a - P a c i f i c S u r f l i n e r T r a n s i t T r a n s f e r A g r e e m e n t ( 1 3 0 5 : L O S S A N A g r e e m e n t W i t h S L O T r a n s i t ) AGREEMENT NO. L-XXXXX Page 4 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 SLO Transit agrees to the following responsibilities for PROGRAM: 1. Commencing as of the date of this Agreement, SLO Transit shall honor valid Amtrak Pacific Surfliner fare media for a single one-way boarding on its connecting transit services originating from, or destined to, a Pacific Surfliner station on the routes identified in Exhibit A, under the following conditions: a. One-way and round-trip Amtrak Pacific Surfliner paper and electronic tickets valid for the same calendar date of travel will be honored as valid fare media for one-way boardings on SLO Transit service to or from a Pacific Surfliner station. b. Valid ten-trip and monthly Amtrak Pacific Surfliner tickets will be honored as valid fare media for one-way boardings on SLO Transit service to or from a Pacific Surfliner stations. c. SLO Transit shall be reimbursed as provided herein based on the average fare for a one-way trip on its transit service, as indicated in Exhibit A. d. For purposes of counting transferring passengers, the number of passengers transferring to SLO Transit service from a Pacific Surfliner train, or to a Pacific Surfliner train from SLO Transit service shall be defined as the number of transferring passengers from whom no fares were collected by SLO Transit service due to presentation of a valid Amtrak Pacific Surfliner paper or electronic ticket. 2. SLO Transit shall track the number of passengers transferring to SLO Transit services using a valid Pacific Surfliner ticket utilizing ridership counts conducted by SLO Transit operators via farebox reconciliation methods. / / / 9.a Packet Pg. 68 At t a c h m e n t : a - P a c i f i c S u r f l i n e r T r a n s i t T r a n s f e r A g r e e m e n t ( 1 3 0 5 : L O S S A N A g r e e m e n t W i t h S L O T r a n s i t ) AGREEMENT NO. L-XXXXX Page 5 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 3. SLO Transit shall submit quarterly invoices to LOSSAN AGENCY for reimbursement for all recorded transfers using a Pacific Surfliner ticket. Each invoice shall include the following information: a. Agreement Number L-X-XXXX; b. The time period covered by the invoice; c. The number of transfers recorded and the reimbursement rate specified in Exhibit A; d. Itemized expenses including support documentation incurred during the billing period; e. Invoice Certification signed by an authorized representative of SLO Transit; Certification statement shall be as follows: “I hereby certify that invoice(s) dated ______ for the period covering _______ to _____ are true, complete and correct statements of reimbursable costs and progress. The backup information included with the invoices is true, complete and correct in all material aspects. All payments due and owing to subcontractors and suppliers have been made, if applicable. Timely payments will be made to subcontractors and suppliers from proceeds of the payment covered by the certification, if applicable. The invoices do not include any amounts which (Insert Name of the firm) intends to withhold or retain from a subcontractor or supplier unless so identified on the invoices, if applicable.” f. Invoices shall be submitted to: Accounts Payable LOSSAN Rail Corridor Agency 600 S. Main St. Orange, CA 928638. g. Such other information as requested by LOSSAN. / 9.a Packet Pg. 69 At t a c h m e n t : a - P a c i f i c S u r f l i n e r T r a n s i t T r a n s f e r A g r e e m e n t ( 1 3 0 5 : L O S S A N A g r e e m e n t W i t h S L O T r a n s i t ) AGREEMENT NO. L-XXXXX Page 6 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 ARTICLE 5. MUTUAL RESPONSIBILITIES 1. Disagreements concerning the number of passengers transferring between Pacific Surfliner and SLO Transit services shall be resolved by making a good faith effort to create a joint survey team, to include representatives of both LOSSAN AGENCY and SLO Transit, whose task would be to conduct a passenger survey to verify transfer rates. 2. Each party shall cooperate in the dissemination of information to the public regarding the PROGRAM and the services offered by the other party, including, but not limited to, printed collateral materials at stations and onboard transit and rail vehicles, social media posts, digital marketing, and on-board announcements. 3. Each party shall notify the other within thirty (30) days in advance of adopting any fare changes that might affect reimbursement rates or any aspect of transfer privileges. ARTICLE 6. DELEGATED AUTHORITY The actions required to be taken by SLO Transit in the implementation of this Agreement are delegated to its _Transit Manager_, or designee, and the actions required to be taken by LOSSAN AGENCY in the implementation of this Agreement are delegated to LOSSAN AGENCY’s Managing Director or designee. ARTICLE 7. MAXIMUM OBLIGATION Notwithstanding any provisions of this Agreement to the contrary, LOSSAN AGENCY and SLO Transit mutually agree that LOSSAN AGENCY’s maximum cumulative payment obligation hereunder shall be __10,000____ Dollars ($10,00.00), unless agreed to and amended by both Parties. ARTICLE 8. AUDIT AND INSPECTION SLO Transit shall maintain a complete set of records in accordance with generally accepted accounting principles. Upon reasonable notice, SLO Transit shall permit the authorized representatives of the LOSSAN AGENCY to inspect and audit all work, materials, books, accounts, and other data and records of SLO Transit related to PROGRAM for a period of four (4) years after final payment, or until any on-going audit is completed. For purposes of audit, the date of completion of this Agreement shall 9.a Packet Pg. 70 At t a c h m e n t : a - P a c i f i c S u r f l i n e r T r a n s i t T r a n s f e r A g r e e m e n t ( 1 3 0 5 : L O S S A N A g r e e m e n t W i t h S L O T r a n s i t ) AGREEMENT NO. L-XXXXX Page 7 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 be the date of LOSSAN AGENCY’s payment of LOSSAN AGENCY final billing (so noted on the invoice) under this Agreement. LOSSAN AGENCY 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 SLO Transit contractor. ARTICLE 9. INDEMNIFICATION A. To the fullest extent permitted by law, LOSSAN AGENCY shall defend (at LOSSAN AGENCY’s sole cost and expense with legal counsel reasonably acceptable to SLO Transit), indemnify, protect, and hold harmless SLO Transit, 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 (LOSSAN AGENCY’s employees included), for damage to property, including property owned by SLO Transit, or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful misconduct of LOSSAN AGENCY, its officers, directors, employees or agents in connection with or arising out of the performance of this Agreement. B. To the fullest extent permitted by law, SLO Transit shall defend at SLO Transit sole cost and expense with legal counsel reasonably acceptable to LOSSAN AGENCY), indemnify, protect, and hold harmless LOSSAN AGENCY, 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 (SLO Transit employees included), for damage to property, including property owned by LOSSAN AGENCY, or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful misconduct of SLO Transit, its officers, directors, employees or agents in connection with or arising out of the performance 9.a Packet Pg. 71 At t a c h m e n t : a - P a c i f i c S u r f l i n e r T r a n s i t T r a n s f e r A g r e e m e n t ( 1 3 0 5 : L O S S A N A g r e e m e n t W i t h S L O T r a n s i t ) AGREEMENT NO. L-XXXXX Page 8 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 of this Agreement. C. The indemnification and defense obligations of this Agreement shall survive its expiration or termination. ARTICLE 10. ADDITIONAL PROVISIONS A. Term of Agreement: This Agreement shall be effective on _July 1, 2016__, and shall be in full force and effect through __June 30, 2017__, or until grant funds are exhausted. B. Termination: In the event either Party defaults in the performance of their obligations under this Agreement or breaches any of the provisions of this Agreement, the non-defaulting Party shall have the option to terminate this Agreement upon ten (10) days' prior written notice to the other Party. C. Termination for Convenience: Either Party may terminate this Agreement for its convenience by providing thirty (30) days' prior written notice of its intent to terminate for convenience to the other Party. D. LOSSAN AGENCY and SLO Transit shall comply with all applicable federal, state, and local laws, statues, ordinances and regulations of any governmental authority having jurisdiction over the PROJECT. E. Legal Authority: LOSSAN AGENCY and SLO Transit hereto consent that they are authorized to execute this Agreement on behalf of said Parties and that, by so executing this Agreement, the Parties hereto are formally bound to the provisions of this Agreement. F. Severability: If any term, provision, covenant or condition of this Agreement is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent jurisdiction, the remainder of this Agreement shall not be affected thereby, and each term, provision, covenant or condition of this Agreement shall be valid and enforceable to the fullest extent permitted by law. G. Counterparts of Agreement: This Agreement may be executed and delivered in any number of counterparts, each of which, when executed and delivered shall be deemed an original and all of which together shall constitute the same agreement. Facsimile signatures will be permitted. 9.a Packet Pg. 72 At t a c h m e n t : a - P a c i f i c S u r f l i n e r T r a n s i t T r a n s f e r A g r e e m e n t ( 1 3 0 5 : L O S S A N A g r e e m e n t W i t h S L O T r a n s i t ) AGREEMENT NO. L-XXXXX Page 9 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 H. Force Majeure: Either Party shall be excused from performing its obligations under this Agreement during the time and to the extent that it is prevented from performing by an unforeseeable cause beyond its control, including but not limited to; any incidence of fire, flood; acts of God; commandeering of material, products, plants or facilities by the federal, state or local government; national fuel shortage; or a material act or omission by the other Party; when satisfactory evidence of such cause is presented to the other Party, and provided further that such nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the Party not performing. I. Assignment: Neither this Agreement, nor any of the Parties’ rights, obligations, duties, or authority hereunder may be assigned in whole or in part by either Party without the prior written consent of the other Party in its sole and absolute discretion. Any such attempt of assignment shall be deemed void and of no force and effect. Consent to one assignment shall not be deemed consent to any subsequent assignment, nor the waiver of any right to consent to such subsequent assignment. J. Governing Law: The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Agreement. Venue for any action arising out of this Agreement shall be Orange County, California. K. Litigation fees: Should litigation arise out of this Agreement for the performance thereof, the court shall award costs and expenses, including attorney’s fees, to the prevailing party. L. Notices: Any notices, requests, or demands made between the Parties pursuant to this Agreement are to be directed as follows: To SLO Transit To LOSSAN RAIL CORRIDOR AGENCY Transit Agency Name LOSSAN Rail Corridor Agency 919 Palm St. San Luis Obispo CA, 93421 600 South Main Street P.O. Box 14184 Orange, CA 92863-1584 Attention: Gamaliel Anguiano Attention: CA’s Name 9.a Packet Pg. 73 At t a c h m e n t : a - P a c i f i c S u r f l i n e r T r a n s i t T r a n s f e r A g r e e m e n t ( 1 3 0 5 : L O S S A N A g r e e m e n t W i t h S L O T r a n s i t ) AGREEMENT NO. L-XXXXX Page 10 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 Transit Manager CA’s Title Cc: Jason Jewell Finance Manager Phone: (805) 781-7121 E-mail: GAnguiano@slocity.org Phone: (714) 560 – XXXX E-mail: XXXX@octa.net This Agreement shall be made effective upon execution by both Parties. / / / / / / / / / / / / / / / / / / / 9.a Packet Pg. 74 At t a c h m e n t : a - P a c i f i c S u r f l i n e r T r a n s i t T r a n s f e r A g r e e m e n t ( 1 3 0 5 : L O S S A N A g r e e m e n t W i t h S L O T r a n s i t ) AGREEMENT NO. L-XXXXX Page 11 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 IN WITNESS WHEREOF, the Parties hereto have caused this Agreement No. L-X-XXXX to be executed on the date first written above. SLO Transit LOSSAN RAIL CORRIDOR AGENCY By: ___________________________ By: __________________________________ Gamaliel Anguiano Jennifer Bergener Transit Manager Managing Director APPROVED AS TO FORM APPROVED AS TO FORM: By: _________________________ By: __________________________________ J. Christine Dietrick James M. Donich City Attorney General Counsel Dated : _________________________ Dated : ____________________________ Exhibit A: Scope of Services 9.a Packet Pg. 75 At t a c h m e n t : a - P a c i f i c S u r f l i n e r T r a n s i t T r a n s f e r A g r e e m e n t ( 1 3 0 5 : L O S S A N A g r e e m e n t W i t h S L O T r a n s i t ) AGREEMENT NO. L-XXXXX Page 12 of 12 EXHIBIT A Scope of Services SERVICES HONORING AMTRAK PACIFIC SURFLINER TICKETS AS OF JULY 1st, 2016 As per Cooperative Agreement between LOSSAN Rail Corridor Agency (LOSSAN AGENCY), and CITY OF SAN LUIS OBISPO’S , SLO TRANSIT shall be reimbursed at the rate stated in Table 1 below for each boarding using a valid Pacific Surfliner ticket. SLO TRANSIT shall accept valid Amtrak Pacific Surfliner paper and electronic tickets for a single one-way boarding on fixed-route bus service; and will be reimbursed on routes/lines listed below that provide connecting service to and from Pacific Surfliner station(s). Station Route Name/Number Reimbursement Rate Per Boarding $1.25 LOSSAN AGENCY ______________________________ ___________ Jennifer Bergener Date Managing Director SLO Transit ______________________________ _____________ Gamaliel Anguiano Date Transit Manager Distribution: Xxxxxxxx 9.a Packet Pg. 76 At t a c h m e n t : a - P a c i f i c S u r f l i n e r T r a n s i t T r a n s f e r A g r e e m e n t ( 1 3 0 5 : L O S S A N A g r e e m e n t W i t h S L O T r a n s i t )