HomeMy WebLinkAbout06-14-2016 Item 03 2016-17 Transit Enterprise Fund Review
Meeting Date: 6/14/2016
FROM: Daryl R. Grigsby, Director of Public Works
Prepared By: Timothy Scott Bochum, Deputy Director of Public Works
Gamaliel Anguiano, Transit Manager
Ryan Betz, Administrative Analyst
SUBJECT: 2016-17 TRANSIT ENTERPRISE FUND REVIEW
RECOMMENDATIONS
1. Review and accept the Fiscal Year (FY) 2016-17 Transit Enterprise Fund Report
(Attachment A); and
2. Conceptually approve the FY 2016-17 Transit Enterprise Fund budget, with the adoption
of the 2015-17 Financial Plan Supplement; and
3. Approve a four-year contract with First Transit, Inc. to operate and maintain the City’s
Transit system and authorize the Mayor to execute the same; and
4. Authorize the City Manager, or the City Manager’s designee, to execute a one-year
agreement extension with Cal Poly for continuation of the Subsidy Agreement for Free
Fare ridership on SLO Transit; and
5. As part of Short Range Transit Plan consideration (August, 2016), bring forward final
recommendations for service changes and capital improvement investments; and
6. Approve the appropriation of grant money, in the amount of $186, 636, for the upgrade of
the SLO Transit Automatic Vehicle Location system.
DISCUSSION
Background
This report presents a review of the annual Transit Enterprise Fund for the FY 2015-16 and a
forecast for the FY 2016-17. This forecast looks at key issues and trends which could have an
impact on the overall health of the fund. In this regard, staff is pleased to report that the Transit
Fund is balanced and the revised 2016-17 budget is consistent with operating assumptions
adopted in the 2015-17 Financial Plan. The fund is healthy and the assumptions have been
updated based upon changes to State revenue allocations.
The public transit industry depends significantly on State and Federal funding source to provide
service to the public. Fluctuations in the price of motor vehicle fuel over the last two years have
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brought both a benefit and detriment for transit operations. On one side, the Fund receives a
benefit in the reduced operating costs; however, this is offset later on the revenue side as transit
funds derived from sales tax on motor vehicle fuel are reduced and the program receives lower
than anticipated revenues
The Transit Fund estimates move forward with caution and conservative estimates. The
projections also include provisions for the new operations contract from FY 2016-17 through FY
2019-20 with three possible additional annual extensions. The Cal Poly agreement assumes a
one year extension of the current agreement in order to consider funding needs of any Short
Range Transit Plan (SRTP) recommendations. Implementation of SRTP recommendations are
anticipated beginning FY 2017-18. The delay from the anticipated FY 2016-17 implementation
is due to the extensive amount of information and analysis for both SLO Transit and RTA. In
addition, the draft recommendations have sweeping changes from current operations and Council
is scheduled to consider those recommendations and approve changes in service in the summer
of 2016.
The FY 2015-16 budget assumed a fare increase beginning in the 2016-17 to coincide with
service changes. That fare increase is now projected for the 2017-18 and will be a subject of
discussion when the SRTP is brought forward. Therefore, the rates will be discussed in the
context of overall service changes.
Below is a summary of the status of the Transit Fund:
a. The Transit Fund is in a solid position for FY 2015-16 and FY 2016-17. No fare
increases are being proposed for FY 2016-17.
b. Federal grant revenue is expected to meet projections for FY 2016-17. State revenues
have been lowered to reflect recent forecasts by SLOCOG. Transportation Development
Act (TDA) funding will be down 6% and State Transportation Assistance (STA) will be
down 17% from estimated revenues in the 2015-17 Financial Plan.
c. Significant working capital exists in the fund to help in annual costs and to address
funding shortfalls as state and federal funding may be lower than anticipated.
d. Options for implementing services proposed in the Short Range Transit Plan will be
presented to the City Council in Fall of FY 2016-17 with a goal of any change in service
for FY 2017-2018.
e. Some service changes from the SRTP have been considered in the five year budget
forecast. However, depending upon final approved service changes, additional revenue
from fare increases or other funding sources may be needed.
The City of San Luis Obispo’s Transit Fund, in its current state, continues to ensure there is a
viable mobility option for local residents and visitors to the area. A wide range of users continue
to receive services, including the: transit-dependent, elderly, disabled, students and commuters.
Attachment A includes a full description of the Transit Fund for FY 2016-17. The remainder of
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this report will briefly touch on some of the highlights of the Fund.
Transit Accomplishments in FY 2015-16
The following is a short list of highlights accomplished during FY 2015-16.
1. Ridership - It is projected that the total ridership for SLO Transit will reach near 1.2
million patrons for FY 2015-16, representing a slight increase from last year. This will be
an all-time high for SLO Transit and is likely due to the closure of the parking lots on Cal
Poly for the South Dormitory project.
2. School tripper service – Successfully initiated school tripper services from the
Downtown to SLO High School resulting in access and mobility improvements for
students and faculty. This initiative was in response for additional service and creatively
utilized a vehicle purchased for $1 from another agency and employed marketing at the
high school.
3. Sweeper Service – Implemented additional service along high demand routes,
particularly for high Cal Poly demand, to reduce and eliminate “leave behinds” and
overcrowding.
4. Funding – worked with SLOCOG and other county transit providers to address funding
issues and develop transit objectives for a countywide self-help initiative, if approved for
the fall ballot.
Transit Fund Issues
Table 1: Revenues
Revenue Category
2015-16
Budget
2016-17
Budget
2016-17
Revision Variance
Investment and Property Revenues 5,800$ 5,800$ 5,800$ 0%
From Other Governments
TDA Revenues (LTF)1,326,287$ 1,366,075$ 1,286,625$ -6%
TDA Revenues (STA)253,284$ 193,585$ 159,890$ -17%
Other Grants 15,000$ 15,000$ 175,200$ 1068%
FTA Grants 2,556,492$ 1,424,554$ 1,424,554$ 0%
Service Charges 693,596$ 724,849$ 690,381$ -5%
Other Revenues 4,600$ 4,600$ 4,600$ 0%
TOTAL REVENUES 4,855,059$ 3,734,463$ 3,747,050$ 0.3%
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Federal Funding – No Proposed Changes
Staff is forecasting Federal funding to be consistent with prior projections. Federal funding
appropriations have yet to be made by Congress and could be affected by the fall elections.
Federal allocations to SLO Transit are determined each year in coordination with RTA and
SLOCOG. The 2015-16 FTA amounts shown above include $1.25 million in CMAQ funding to
assist with the replacement of three buses which have been ordered and are scheduled to a rrive in
April 2017.
State Funding – Marginal decrease
State transit funding (TDA) in the form of the Local Transit Fund (LTF) and State Transit
Assistance (STA), are projected to decrease from what was previously projected. This is due to
continual lower statewide fuel prices utilized for transit funding, as well as lower statewide sales
tax on general goods allocated to transit agencies. Fortunately, the City has built up working
capital from prior years to assist in addressing this reduced amount for next year.
Cal Poly Subsidy Agreement – Recommendation for a one-year extension
The Cal Poly Subsidy agreement plays a considerable role in the generation of local farebox and
the overall health of the Transit Fund. The current four-year subsidy agreement is set to expire
June 30th, 2016. Staff has been working with Cal Poly administration to institute a new
agreement. There are, however, issues that impact the feasibility of a long term contract at this
time. Those issues are:
The closing of the Grand Ave parking lot has caused a significant increase in Cal Poly
ridership on SLO Transit. This has created the need for additional service in order to keep
up with demand and reduced leave behinds.
The SRTP recommendations have taken longer than anticipated.
The Cal Poly Masterplan update is still underway and it is not known if major transit
needs will change.
New policies for incoming freshman and addition of more night classes may have an
effect on transit operations.
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The University is assessing the feasibility of its current method of funding the transit
agreement.
Because of these issues, Staff has requested Council authorize the City Manager or her designee
to execute (when negotiations have been completed) a one-year extension with Cal Poly at 3%
for FY 2016-17. This increase is in line with the annual increase for the subsidy agreement over
the last three years. Cal Poly administration is considering this request and negotiations are
continuing. The 3% represents $12,830 in revenue. This amount is included in all fund
assumptions. Should the negotiations conclude other than anticipated staff would return to
Council for further direction.
Table 2: Expenditures
Expense Category
2015-16
Budget
2016-17
Budget
2016-17
Revised Variance
Operating Programs
Transportation 3,436,228$ 3,481,135$ 3,448,368$ -1%
General Government 277,329$ 277,329$ 288,995$ 4%
Total Operating Programs 3,713,557$ 3,758,464$ 3,737,363$ -1%
Capital Improvement Plan Projects 2,078,878$ 129,033$ 228,369$ 77%
Expenditure Savings 250,000$
TOTAL EXPENDITURES 5,792,435$ 3,887,497$ 3,965,732$ 2.0%
Overall projected expenditures are in line with those established in the FY 2015-17 Financial
Plan. As discussed below, the Maintenance and Operations contract has been rebid and the
contract costs are slightly lower than anticipated and average out at 3% increase per year over the
four years of the contract. There will be a significant savings in FY 2015-16 ($250,000) due to
the delays in implementing the SRTP. This savings will be used in subsequent years to assist
with any state funding shortfalls discussed in the revenue section above.
Contract for Purchase Transportation Services- First Transit
Staff received approval from Council on December 15th, 2015 to release a Request for Proposal
(RFP) for the operation of a fixed-route public transit system. The contract term would be for a
base four-year contract and the possibility of three one-year extensions. As detailed in
Attachment C, SLO Transit received and evaluated seven proposals. These proposals were
ranked by a committee of local transit professionals and then compiled to the top three firms
based upon meeting the technical objectives of the RFP. These three firms were then interviewed
and ranked according to overall response to the proposal requests, management team members,
and once a final firm was determined, a review of cost proposal to make sure it was consistent
with City revenues and funding.
The City’s RFP process uses several different factors in awarding the vendor that represent the
best value in delivering services to the public. Though the cost of the service is one factor,
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others include the quality of service, a history of excellent service, and an understanding of the
specific needs of the City. The final outcome of this lengthy and detailed process is the
recommendation that the SLO Transit system be awarded to First Transit, Inc. First Transit
Inc.’s proposal demonstrated a high level of quality of service, experience in delivering transit
services to its customers and was the lowest cost of the top three technically rated firms. The cost
proposal represents a moderate 4% increase in year one of the contract (the FY 2015-17 plan
projected 7%) and future year increases that result in a four year average increase of 3%. These
costs are within budget estimates of the Financial Plan.
Staff recommends Council approve the Contract for Operations and Maintenance with First
Transit, Inc. for the period of FY 2016-17 through FY 2020-21 (Attachment B)
Table 3: Final – Operations & Maintenance Contract Costs
Summary of totals FY 2016-17 Chg FY 2017-18 Chg FY 2018-19 Chg FY 2019-20 Chg
Total Annual Fixed Costs 1,182,270$ 1,186,533$ 1,227,215$ 1,259,205$
Total Annual Variable Hours Costs 978,483$ 1,012,021$ 1,049,459$ 1,084,587$
Total Annual Variable Insurance
Costs 51,355$ 52,376$ 53,414$ 54,478$
Total Annual Cost 2,212,108$ 3.93%2,250,930$ 1.75%2,330,088$ 3.52%2,398,270$ 2.93%
Four Year Avg: 3.03%
Fuel Costs
Fuel prices for the FY 2016-17 have been maintained as anticipated in the Financial Plan but it is
likely at the end of this budget the overall prices will be lower than expected. Industry forecasts
continue predict a return to historic levels. It is, however, difficult to forecast when this will
occur – hence staff take a conservative approach based upon prior market volatility. While this
low fuel price trend does account for some savings it is offset by the decrease in LTF state
assistance funds.
Short Range Transit Plan (SRTP)
The Financial Plan assumed that SRTP recommendations for service changes could occur as
early as July 2016. This will not be the case as the SRTP is still working its way through
advisory bodies of the City and RTA. Staff expects to present the SRTP to the City Council in
August of 2016-17. As a result, the previously approved $250,000 for ongoing potential service
enhancements will not be spent in 2015-16, with a portion assumed to be expended in 2016-
2017. Based upon current draft recommendations by the consultant, and potential sweeping
changes to service delivery, the major SRTP recommended service enhancements are anticipated
not to begin until the 2017-18. Some funding will be necessary to prepare for these service
changes and the revised budget has included $100,000 for these purposes. This issue will be fully
discussed when the Council considers SRTP recommendation and appropriate start dates of
changes in service.
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As identified in the 2015-17 Financial Plan, a significant issue for future fiscal years is the major
capital needs of the Transit Fund. Specifically, based upon recommended FTA fleet replacement
guidelines, SLO Transit should replace eight (8) regular buses, one (1) trolley, and the double
deck bus between the years 2019 to 2021. Total replacement costs for these vehicles are almost
$6,000,000, well beyond the ability of the fund to accomplish in such a short period. The
proposed budget continues to forecast for the retirement and replacement of four fixed-route
vehicles and the trolley beginning in FY 2018-19 and FY 2019-20. Additional recommendations
on alternatives of funding vehicle replacements will be brought forward as part of the SRTP.
Table 4: Capital Improvement Plan (CIP)
Project Name 2016-17 Budget 2016-17 Revised Defference
Bus Stop Shelters and Bench Improvements 92,000$ 36,000$ (56,000)$
Bus Stop Equipment Projects 31,300$ -$ (31,300)$
Transit AVL System (New) -$ 186,636$ 186,636$
VM Infrastructure 4,751$ 4,751$
Server Operating System 982$ 982$
Total CIP Budget 129,033$ 228,369$ 99,336$
SLO Transit Automatic Vehicle Location Upgrade System
Staff recommends the appropriation of grant funding ($155,629 in Proposition 1B and $31,007
in TDA) for the upgrade of the Automatic Vehicle Location (AVL) system. The AVL system
enables staff to monitor vehicle location, using Global Positioning Satellite (GPS), in real time.
The current AVL system is no longer supported by the manufacturer which was bought out by
another company (Clever Devices). Without the continual AVL system support, SLO Transit
will eventually lose all functionality to monitor the buses in the field via the AVL system. The
updated system is necessary in order to preserve GPS monitoring. This has a direct impact on the
smartphone application used by thousands in the City, known as the SLO Bus Tracker App . The
Bus Track App is dependent on the existence of an AVL feed. The Prop. 1B funding was
approved by the San Luis Obispo Council of Governments (SLOCOG) at its April 6, 2016 board
meeting. The Prop. 1B grant requires a 20% local match. Staff is requesting the use of TDA fo r
the 20% local match.
FISCAL IMPACT
As shown in the Transit Enterprise Fund Financial Schedule, staff is projecting FY 2015-16 to
end with a working capital balance of $2,137,819 and $1,914,938 in FY 2016-17. Although not
a policy of the fund, this projected balance ensures the Transit Fund has a minimum 20% reserve
policy and allows a cushion for unanticipated changes in operating costs for future years.
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Countywide Self Help Initiative
SLOCOG continues to work towards proposing a ½ cent sales tax for transportation purposes in
the November ballot. A component of that initiative will directly assist transit providers in the
county. These funds could assist SLO Transit in meeting new service standards or help with
vehicle replacement as discussed above.
No additional funds for the self-help initiative have been included in the supplemental budget. If
approved by voters, these additional revenues will be brought back as part of the 2017-19
Financial Plan.
Attachments:
3.a a - Transit Fund Analysis 2016
3.b b - SLO Transit & First Transit Inc. Contract
3.c c - 2016 Transit Operations Maintenance Contract Award Recommendation
Summary
3.d d - First Transit - SLO Transit Cost Proposal BAFO
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Transit Enterprise Fund
slotransit.org
2016-17 Supplemental Budget
Transit Enterprise Fund
2016 Fund Analysis
June 14, 2016
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2016 Transit Fund
TABLE OF CONTENTS
I. Contents
I. OVERVIEW ........................................................................................................................... 3
II. TRANSIT FUND ISSUES ..................................................................................................... 4
A. Federal Funding................................................................................................................ 4
B. State Funding.................................................................................................................... 4
C. Cal Poly Subsidy Agreement ........................................................................................... 5
D. Contract for Purchase Transportation Services ................................................................ 5
E. Fuel Costs ......................................................................................................................... 6
F. General Government ......................................................................................................... 6
G. Short Range Transit Plan (SRTP) .................................................................................... 6
H. Farebox ............................................................................................................................. 7
I. Capital Improvement Plan (CIP) ...................................................................................... 7
III. FISCAL IMPACT ................................................................................................................ 8
IV. EXHIBIT A – Changes in Financial Position ...................................................................... 8
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2016 Transit Fund Report
I. OVERVIEW
This report presents a review of the annual Transit Enterprise Fund for FY 2015-16 and a
forecast for FY 2016-17. This review looks at key issues and trends which could have an impact
on the overall health of the fund. To this regard, staff is pleased to report that the Transit Fund is
balanced and the revised 2016-17 budget will be consistent with operating assumptions adopted
in the 2015-17 Financial Plan with changes.
In recognition of the transit industry’s dependency on State and Federal funding, the Transit
Fund program is still moving forward with caution and with conservative estimates. Estimates
take into account both the Cal Poly Subsidy agreement and the Operations and Maintenance
Contract. The new costs for the operations contract are accounted for as well as a 3% increase in
the Cal Poly subsidy revenue for the free fare program. Each of these programs were set to
expire at the end of FY 15-16. The new operations contract will be from FY 16-17 through FY
2019-20 with three additional extension years possible. The Cal Poly agreement assumes a one
year extension of the current agreement in order to consider funding needs of any Short Range
Transit Plan recommendations. Short Range Transit Plan (SRTP) recommendations are deferred
for a year since Council has yet to consider those recommendations and approve changes in
service. Similarly, the FY 2015-16 budget assumed a fare increase in FY 2016-17; this issue will
be discussed as part of the SRTP and for this budgeting purposes a .25 cents fare increase is
assumed starting in FY 2017-18.
a. The Transit Fund is in a solid position for FY 2015-16 and FY 2016-17. No fare
increases are being proposed at this time.
b. Significant working capital exists in the fund to help in annual cost and address
funding shortfalls as state and federal funding may be lower than anticipated.
c. Federal grant revenue is expected to meet projections for FY 15-16 and FY 16-17,
while State revenues are expected to be lower than projections. TDA funding will
be down by 3% for FY 2016-17 and STA will be down approximately 15%. Staff
is able to shift previously unspent State funding to offset the reduction in revenue.
d. Options for implementing services proposed in the Short Range Transit Plan will
be presented to the City Council in Fall FY 2016-17 with a goal of any change in
service for FY 2017-18.
The City of San Luis Obispo’s Transit Fund, in its current state, continues to ensure there is a
viable mobility option for local residents and visitors to the area. A wide range of users continue
to receive services, including the: transit-dependent, elderly, disabled, students and commuters.
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This report will briefly touch on some of the accomplishments of the past year, provide information
on Transit Fund revenue sources and expenses, and address overall transportation operations.
II. TRANSIT FUND ISSUES
A. Federal Funding
Federal funding assistance is provided to SLO Transit in the form of FTA 5307 grant funds.
These Federal resources are available to urbanized areas, with a population of 50,000 or more.
The SLO Urbanized area includes populations of Cal Poly, county areas and the prison to reach
the 50,000 population criteria. 5307 funds can be used as operating assistance of transit services
or for capital expenses. The federal share for the funding of any one of these activities is not to
exceed 50 percent of operating expenses or 80 percent of capital expenses of the net project cost.
As part of the 2015-16 Mid-Year Budget Review, federal grant revenue was increased due to the
carryover funding of the replacement of three buses. Staff expects the FTA 5307 amounts in FY
16-17 to meet the original projected amount of $1,424,554 but final amounts are subject to
federal appropriations and negotiations with SLOCOG and RTA.
B. State Funding
State funding assistance is provided to SLO Transit in the form of “TDA” funds. The State’s
Transportation Development Act (TDA) funding is comprised of two sources of funding for
transportation programs. The first, Local Transportation Fund (LTF), is derived from ¼ cent
collected in retail sales taxes. The second, State Transportation Assistance (STA), is derived
from the statewide sales tax on diesel fuel. Both of these funds are distributed to the regions by
the State. The regional agency, SLOCOG, then allocates this amount to each of the seven cities,
the County, SLOCOG, and the Consolidated Transportation Services Agency for the San Luis
Obispo region. LTF funds are apportioned according to population numbers, for: public transit,
street/road improvements and bikeway/pedestrian facilities. STA funds are formula-based and
used for public transit purposes.
New calculation and allocation methodologies recently went into effect for the State Transit
Assistance (STA) program, altering the way distribution of these vital funds was supposed to
work. As a result of these changes implemented by the State Controller’s Office, the pool of
eligible STA recipients has been vastly expanded, resulting in reduced allocations for traditional
STA recipients and again raising questions over the definition of “transit operator” on which the
recipient pool is based. In response to these unanticipated changes, the California Transit
Association asked the Legislature to intercede and compel a temporary halt to these changes
while also working on a more durable solution to resolve ambiguity in law and ensure the rules
are well understood moving forward. In the meantime, this new interpretation and the resulting
reduced funds in STA has nominal consequences in this immediate fiscal year but can create
larger issues in later fiscal years if not addressed by new legislature.
Similarly State transit funding in the form of Local Transit Fund (LTF), has also seen a decrease
for what was previously projected. This is due to continual lower statewide fuel prices from
which the transit support tax is derived. Overall LTF revenues are expected to be $1,286,625 or
3% lower than FY 2015-16 levels. Again, the effect of reduced LTF funds has a modest
consequence in the current fiscal year but could have greater implications to the transit budget in
later fiscal years if downward trends continue.
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Fortunately, there are two solutions. Lower fuel prices also have a corresponding effect of
resulting in a savings to the fuel cost line item. Also, because fuel prices had been higher in
previous fiscal years, we have held state funding to assist in SRTP implementation and more
state assistance was received, the Transit Fund has a developed a working capital reserve which
can now be reinvested to address current and future transit fund shortfalls. Between the fuel cost
savings and the built up working capital, these amounts will help address the reduced STA and
LTF revenues.
Table 1: Revenues
Revenue Category
2015-16
Budget
2016-17
Budget
2016-17
Revision Variance
Investment and Property Revenues 5,800$ 5,800$ 5,800$ 0%
From Other Governments
TDA Revenues (LTF)1,326,287$ 1,366,075$ 1,286,625$ -6%
TDA Revenues (STA)253,284$ 193,585$ 159,890$ -17%
Other Grants 15,000$ 15,000$ 175,200$ 1068%
FTA Grants 2,556,492$ 1,424,554$ 1,424,554$ 0%
Service Charges 693,596$ 724,849$ 690,381$ -5%
Other Revenues 4,600$ 4,600$ 4,600$ 0%
TOTAL REVENUES 4,855,059$ 3,734,463$ 3,747,050$ 0.3%
C. Cal Poly Subsidy Agreement
Cal Poly subsidy plays a considerable roll in the generation of local farebox and the overall
health of the Transit Fund. The current four-year subsidy agreement is set to expire June 30th,
2016. Staff has been working with Cal Poly administration to institute a new agreement
however, there are significant issues that are challenging to a long term contract at this time. For
example, the closing of the Grand Ave parking lot has caused a significant increase Cal Poly
ridership on SLO Transit This has created the need for additional service to be dispatched in
order to keep up with demand and reduce leave behinds. The SRTP recommendations have taken
longer than anticipated and still need Council review and approval. There is also talk of baring
incoming freshmen and sophomores and creation of more night classes which is also anticipated
to have an effect on transit operations. Because of these issues, Staff has requested a one-year
extension with Cal Poly at 3% for fiscal year 2016-17. This increase is in line with the annual
increase for the subsidy agreement over the last 3 years.
D. Contract for Purchase Transportation Services
Staff received approval from Council on December 15th, 2015 to release a Request for Proposal
(RFP) for the operation of a fixed-route public transit system within City limits and California
Polytechnic State University (Cal Poly) campus. The contract term would be for a base four-
year contract and the possibility of three one-year extensions. SLO Transit received and
evaluated seven proposals, interviewed and scored the top three proposing firms and
recommends the SLO Transit system be awarded to First Transit, Inc. First Transit Inc.’s
proposal was the lowest cost of the top three technically rated firms. Cost proposal represents a
moderate 4% reduction in FY 2016-17 than what was originally budgeted and results in a four
year average increase of 3% - within budget estimates of the Financial Plan.
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Table 2: Negotiated First Transit Best and Final Offer
E. Fuel Costs
Fuel prices for FY 2016-17 have been maintained as anticipated in the financial Plan but it is
likely that we will end lower than expected. Industry forecasts continue predict a return to
historic levels however it is difficult to forecast when this will occur – hence we take a
conservative approach based upon prior market volatility. While this low fuel price trend does
account for some savings it is offset by the decrease in LTF state assistance funds.
F. General Government
The Cost Allocation plan is a method for calculating the support expenses incurred, for time
dedicated to managing Transit related projects. The Cost Allocation Plan, which also affects the
performance of farebox ratio, is considered a Central Service Cost Allocation plan by the Federal
Transit Administration and does not require its review or certification. FY 2016-17 cost
allocation will be slightly above the original 2016-17 adopted amount of $277,300 at $288,995.
G. Short Range Transit Plan (SRTP)
The Financial Plan assumed that SRTP recommendations for service changes could occur as
early as July 2016. This will not be the case as the SRTP is still working its way through
advisory bodies of the City and RTA. Staff expects to present the SRTP to the City Council in
August FY 2016-17. As a result, the previously approved $250,000 for ongoing potential service
enhancements will not be spent in 2015-16 and only a portion in FY 2016-17. Based upon
current draft recommendations by the consultant, and potential sweeping changes to service
delivery, SRTP recommended service enhancements are anticipated not to begin until FY 2017-
18. This issue will be fully discussed when the Council considers SRTP recommendation and
appropriate start dates of changes in service.
A significant issue for future fiscal years is the major capital needs of the Transit Fund.
Specifically, based upon recommended fleet replacement guidelines of FTA, the fleet
replacement schedule calls replacement of eight (8) regular buses, one (1) trolley, and the double
deck bus between the years 2019 to 2021. Total replacement costs for these vehicles is almost
$6,000,000 which is well beyond the ability of the fund to accomplish in such a short period. The
proposed budget continues to forecast for the retirement and replacement of four fixed-route
vehicles and the trolley in 2018 and 2019. Additional recommendations on alternatives of
funding vehicle replacements will be brought forward as part of the SRTP.
Table 3: Expenditures
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Expense Category
2015-16
Budget
2016-17
Budget
2016-17
Revised Variance
Operating Programs
Transportation 3,436,228$ 3,481,135$ 3,448,368$ -1%
General Government 277,329$ 277,329$ 288,995$ 4%
Total Operating Programs 3,713,557$ 3,758,464$ 3,737,363$ -1%
Capital Improvement Plan Projects 2,078,878$ 129,033$ 228,369$ 77%
Expenditure Savings 250,000$
TOTAL EXPENDITURES 5,792,435$ 3,887,497$ 3,965,732$ 2.0%
H. Farebox
State policy requires that annual farebox revenue equals 20% of the operating budget. TDA audit
for FY 2014-2015 showed a farebox ratio of 23%. The FY 2015-16 farebox ratio is projected to
be around 20% requirement with year-end savings – particularly in fuel. Projections for FY
2016-2017 indicate that we may dip below the 20% farebox recovery ratio if all expenses come
in at budget and we do not receive any additional revenue. However, historically, the Transit
Fund has had yearend operating savings that help push the ratio above the 20% minimum.
I. Capital Improvement Plan (CIP)
SLO Transit Automatic Vehicle Location Upgrade System
Staff recommends the appropriation of grant funding ($155,629 in Prop 1B and $31,007 in TDA)
for the upgrade of the Automatic Vehicle Location (AVL) system. The current AVL system is
no longer supported by the manufacturer which was bought out by another company (Clever
Devices). Without the continual AVL system support, SLO Transit will eventually lose all
functionality to monitor the buses in the field via the AVL system. The updated system is
necessary in order to preserve Global Positioning Satellite (GPS) monitoring which also has a
direct impact on the smartphone application used by thousands in the City, known as the SLO
Bus Tracker App and which is dependent on the existence of an AVL feed in order to provide .
The Prop. 1B funding was approved by the San Luis Obispo Council of Governments
(SLOCOG) at it’s April 6, 2016 board meeting. The Prop. 1B grant requires a 20% local match.
Staff is requesting the use of TDA for the 20% local match.
Table 4: Capital Improvement Plan (CIP)
Project Name 2016-17 Budget 2016-17 Revised Defference
Bust Stop Shelters and Bench Imrovements 92,000$ 36,000$ (56,000)$
Bust Stop Equipment Projects 31,300$ -$ (31,300)$
Transit AVL System (New) -$ 186,636$ (186,636)$
VM Infrastructure 4,751$ 4,751$
Server Operating System 982$ 982$
Total CIP Budget 129,033$ 228,369$ 99,336$
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III. FISCAL IMPACT
As shown in the Transit Enterprise Fund Financial Schedule, staff is projecting FY 2015-16 to
end with a working capital balance of $2,137,818 and $1,914,936 in FY 2016-17. Although not
a policy of the fund, this projected balance ensures the Transit Fund has a minimum 20% reserve
policy and allows a cushion for unanticipated changes in operating costs for future years.
IV. EXHIBIT A – Changes in Financial Position
2016-17 TRANSIT FUND
FINANCIAL SCHEDULE
Mid-Year
2015-16
Adopted
2016-17
Revised
2016-17
Projected
2017-18
Projected
2018-19
Projected
2019-20
Revenues
Investment and Property Revenues 5,800 5,800 5,800 5,800 5,800 5,800
From Other Governments
TDA Revenues (LTF)1,326,287 1,366,075 1,286,625 1,312,357 1,338,605 1,365,377
TDA Revenues (STA)253,284 193,585 159,890 159,890 159,890 159,890
Other Grants 15,000 15,000 175,200 15,000 15,000 15,000
FTA Grants 2,556,492 1,424,554 1,424,554 1,445,162 2,346,289 2,567,008
Service Charges 693,596 724,849 690,381 728,506 744,316 760,555
Other Revenues 4,600 4,600 4,600 4,600 4,600 4,600
TOTAL REVENUES:4,855,059 3,734,464 3,747,050 3,671,316 4,614,499 4,878,230
Expenditures
Operating Programs
Transportation 3,436,228 3,481,135 3,448,368 3,475,106 3,697,522 3,780,074
General Government 277,329 277,329 288,995 288,995 288,995 288,995
Total Operating Programs 3,713,557 3,758,464 3,737,363 3,764,101 3,986,517 4,069,069
Capital Improvement Plan Projects 2,078,878 129,033 228,369 89,546 1,213,564 1,450,673
TOTAL EXPENDITURES:5,792,435 3,887,497 3,965,732 3,853,647 5,200,081 5,519,742
Other Sources (Uses)
Cashflow adjustment for working capital
Operating Transfers Out
Other (58,081)(76,041)(21,550)
Expenditures Savings 250,000 0 0 0
Contingencies (MOA Adjustments)(4,200)
TOTAL OTHER SOURCES:250,000 0 (4,200)(58,081)(76,041)(21,550)
Revenues and Other Sources
(Over/Under) (687,377)(153,033)(222,882)(240,412)(661,623)(663,062)
Working Capital, Beginning of Year 2,825,195 702,876 2,137,819 1,914,938 1,674,526 1,012,902
Working Capital, End of Year Fund
Reserves
2,137,819 549,842 1,914,938 1,674,526 1,012,902 349,841
CHANGES IN FINANCIAL POSITION - TRANSIT FUND
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CITY OF SAN LUIS OBISPO
CALIFORNIA
OPERATIONS AND MAINTENANCE AGREEMENT
SLO TRANSIT, CITY OF SAN LUIS OBISPO
This AGREEMENT is made this _______ day of ________, 2016, by and between the CITY OF SAN
LUIS OBISPO a municipal corporation and charter city, hereinafter referred to as “CITY” and
__________________, hereinafter referred to as “CONTRACTOR.”
WITNESSED:
WHEREAS, on ________________, 2015, the City Council authorized the release of a Request for
Proposals (RFP) for the operation and maintenance of specified transportation services; and,
WHEREAS, CONTRACTOR submitted a proposal dated March 9, 2016 in response to the said RFP to
provide such services in the method and manner and for the costs set forth in the proposal, subsequent
clarifications and the "Best and Final Offer" dated May 23, 2016; and,
WHEREAS, CITY has determined that CONTRACTOR has the management and technical
personnel, expertise and other useful assets of sufficient quantity and quality to provide CITY’s
transportation services; and,
WHEREAS, the subject RFP is attached to this agreement as Exhibit B and
CONTRACTOR's proposal including the “Best and Final Offer” is attached as Exhibit C and both are by
this reference made a part of this agreement;
NOW, THEREFORE, for good and valuable consideration, the parties do agree as follows:
1. PURPOSE OF AGREEMENT
CITY hereby contracts with CONTRACTOR to operate and maintain specified transportation services
upon the terms and conditions hereinafter set forth.
2. TERM OF AGREEMENT
a. Term. Subject to the terms and conditions of this agreement, the term of this agreement shall be
from July 1, 2016 through and including June 30, 2020 with three (3) one-year contract
extension options as indicated in Section 2.c.
b. Month-to-Month Extensions. Upon completion of the term of this agreement, including any
option term described below, CITY may, at its sole discretion, extend the term of this agreement
on a month-to-month basis up to a maximum of six (6) months. CITY shall notify
CONTRACTOR of such extensions at least thirty (30) days prior to the termination date of this
agreement. The compensation rates in effect during the last monthly period of the full term of
this agreement or any option terms as applicable shall remain in effect during any such
extensions.
c. Option Terms. CITY, at its sole discretion, may extend this agreement for up to three option
terms of one year each for a maximum contract term, including the initial term, of four years
(through June 30, 2020). If the CITY decides to consider exercising option term years, the price
formulas for the extension years shall be negotiated. If the negotiation price formula are not
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advantageous to the CITY, the CITY can have the contract go to back to RFP.
3. SCOPE OF WORK
CONTRACTOR shall provide the transportation services set forth in Exhibit A entitled "Scope of Work"
attached and by this reference made a part of this agreement. Such services shall continue to be provided
by CONTRACTOR until the "Scope of Work" is amended pursuant to the terms and conditions of this
agreement.
4. MAXIMUM OBLIGATION
CITY agrees to pay CONTRACTOR in consideration for its services as described herein.
The maximum cost to be paid by CITY to CONTRACTOR shall not exceed $2,212,108 in Year One;
$2,250,930 in Year Two; $2,330,088 in Year Three; and, $2,398,270 in Year Four based on the services
specified in Exhibit A.
5. PRICE FORMULA
CITY agrees to pay CONTRACTOR for performance of the services set forth in this agreement as
follows:
a. Payment of a fixed hourly rate per vehicle service hour of $30.06 in Year One; $31.09 in
Year Two; $32.25 in Year Three; $33.32 in Year Four. A vehicle service hour is defined as on
vehicle providing passenger service for one hour during the service hours specified herein. A
vehicle service hour shall be deemed to have commenced when a vehicle leaves CITY’s
Transit Center (located at 990 Palm Street) to provide the services required
herein and shall not include any out-of-service vehicle time used for vehicle operator
breaks or lunches. A vehicle service hour shall terminate when a vehicle returns to
CITY Transit Center prior to any cleaning, servicing or fueling of the vehicle. The
hourly rate shall include vehicle operator wages, fringe benefits, indirect labor and all
consumable material costs that can be tracked by vehicle service hour such as vehicle
maintenance parts and supplies including oil.
b. Payment of a fixed monthly rate of $98,047.28 in Year One; $98,393.04 in Year Two;
$101,773.57 in Year Three; and $104,429.54 in Year Four to compensate CONTRACTOR for
all work to be performed under this agreement as defined in Exhibit A, except that which is
included under Paragraph 5(a) and Paragraph 7 of this agreement including, but not limited
to: vehicle operator non-service wages; management, controller and maintenance employee
wages and said employees fringe benefits and indirect labor costs; bus washing and
cleaning supplies; uniforms; report reproduction; office supplies; project telephones; all
other related operational costs; and the contract management fee.
c. Payment of a fixed monthly rate of $4,754.82 in Year One; $4,849.37 in Year Two; $4,945.52
in Year Three; and $5,044.07 in Year Four for the cost incurred in providing all vehicle and
general liability insurance required under this agreement as such insurance is defined in this
agreement. This amount shall be in excess of the fixed monthly rate as defined herein. CITY
reserves the right, however, to alternatively secure all or part of the specified insurance
coverage through other means.
d. Compensation for those items and services provided by CITY and which are specified in
Exhibit A shall not be included in the hourly or monthly rates as defined above. Such
items and services include, but are not limited to diesel fuel and gasoline; tires; radios
including connection fees and service agreements; city owned vehicles; licenses for radios
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and vehicles; routine maintenance of radios; major facility furnishings; telephone system,
building security, office copy machine; all major vehicle components which are engines,
transmissions, differentials, and design retrofits; and, office, garage and parking
facilities.
Additionally, CITY shall provide all marketing, tickets, passes, brochures, and related
collateral service materials.
6. EXTRA SERVICES
Special promotional and community services shall be considered extra services and will be provided only
with the authorization of CITY and the mutual consent of the CONTRACTOR. Such services shall be
defined as those non-permanent service hours operated outside of the services identified in Exhibit A.
Extra services shall be considered a change to this agreement as defined herein and shall be in excess of the
maximum price defined in Paragraph 4. The costs for extra services will be determined at a rate per
vehicle service hours of $33.27 in Year One; $33.63 in Year Two; $34.95 in Year Three; and $36.03 in
Year Four and billed separately from the services specified in Exhibit A.
7. GENERAL AND VEHICLES INSURANCE
a. Throughout the term of this Agreement, CONTRACTOR shall procure and maintain a
comprehensive general liability insurance policy providing no less than TEN MILLION
DOLLARS ($10,000,000) per occurrence with a total policy limit of no less than TEN
MILLION DOLLARS ($10,000,000) combined single limit bodily injury and property
damage coverage. Said policy shall include coverage for premises (specifically including
dangerous condition of public property as well as coverage for the facility and
property provided by CITY for CONTRACTOR’s use during the term of this contract), personal
injury, and blanket contractual, but shall not include coverage for vehicle liability and/or
vehicle physical damage insurance (vehicle liability and vehicle damage insurance shall be
provided pursuant to Paragraph (b), below). CONTRACTOR shall name CITY and
each of its member jurisdictions or other parties as required by CITY, including their
officers, employees and agents, as additional insureds on said policy. CONTRACTOR shall
cause such additional insureds to be added to its policy of insurance by way of an
endorsement which endorsement shall be a CG 20 10 11/85 or equivalent additional
insured endorsement. (The ADDITIONAL INSURED ENDORSEMENT) The
ADDITIONAL INSURED ENDORSEMENT shall not be an omnibus endorsement,
but shall specifically and directly name each additional insured. Such ADDITIONAL
INSURED ENDORSEMENT will explicitly include coverage for the additional
insureds for both ongoing and completed operations so long as the liability of an
additional insured arises out of the work of the named insured, or so long as an additional
insured’s liability arises out of the named insured’s performance of this Agreement. The
ADDITIONAL INSURED ENDORSEMENT shall not contain any provisions which
limit or restrict coverage for the additional insureds beyond the extent set forth above.
Any insurance carrier providing insurance called for in this section shall be from a California
admitted carrier and have a minimum rating of A.M. Best Rated A, or better. Any self-insured
retention shall be declared by CONTRACTOR and approved in writing by CITY. With
respect to any self-insured retention, the coverage provided for CITY, its member
jurisdictions, and other parties required by CITY shall be equal and identical to the
coverage of the CONTRACTOR. CONTRACTOR shall provide written documentation
to CITY that establishes that as to any self-insured retention, the additional insured
parties shall have coverage to the same extent as the CONTRACTOR. CONTRACTOR
shall provide CITY with the ADDITIONAL INSURED ENDORSEMENTS required by
this paragraph within thirty (30) days of the Notice of Contract Award and, upon request,
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a copy of the entire policy of insurance. Such policy or policies of insurance shall provide
that they may not be cancelled without at least 30 days written notice to CITY.
CONTRACTOR shall provide CITY a copy of the current policy of insurance and all
endorsements, as well as documentation for coverage under any self-insured retention,
within ten (10) days of receiving such a request from CITY).
b. CONTRACTOR shall provide CITY with vehicle liability insurance in the amount of TEN
MILLION DOLLARS ($10,000,000) per occurrence with a total policy limit of TEN
MILLION DOLLARS ($10,000,000) combined single limit for bodily injury and
property damage. Coverage will also include collision and comprehensive physical damage
with a deductible not to exceed TEN THOUSAND DOLLARS ($10,000). Any deductible
will be the responsibility of CONTRACTOR. CONTRACTOR shall name CITY and each
of the member jurisdictions, or other parties as required by CITY, including their officers,
employees and agents, as additional insured on said policy and shall furnish CITY with
evidence of insurance within 30 days of the notice of contract award. Such policy or
policies shall provide that they may not be cancelled without at least thirty (30) days
written notice to CITY. CONTRACTOR shall provide CITY a copy of the current policy
of insurance and all endorsements within ten (10) days of receiving such a request from
CITY.
c. In case of damage, destruction or loss of any vehicle or equipment provided by CITY
under the terms of this agreement, CITY agrees that the liability of CONTRACTOR for
said damage or destruction shall be limited to the fair market value of the vehicle or
equipment at the time of loss.
d. During this agreement, CONTRACTOR shall maintain an appropriate Fidelity Bond or
other security acceptable to CITY providing protection up to the amount of FIFTY
THOUSAND DOLLARS ($50,000.00) with respect to any one occurrence of theft or other
dishonest conduct by CONTRACTOR'S employees, officers or agents of CITY funds ,
equipment or inventory other than vehicles.
In lieu of a Fidelity Bond, CONTRACTOR may provide CITY with an irrevocable and
absolute Letter of Credit in the form set out in Exhibit D attached hereto and incorporated
herein.
CITY shall be entitled to draw upon the Letter of Credit to compensate it for all losses it
sustains occasioned by the theft or other misconduct of CONTRACTOR’s employees,
officers or agents. CITY’s losses shall include its investigative expenses, including the costs
of its experts and attorneys, in addition to the value of the funds, equipment or property in
question. At the earliest practicable time, and not later than thirty (30) days after discovery
by CITY of the loss, CITY shall give CONTRACTOR written notice of such discovery.
CONTRACTOR shall have thirty (30) days to directly reimburse such loss to CITY. With
appropriate notice, CONTRACTOR shall be provided a reasonable time to investigate the
loss. CONTRACTOR’s responsibility to reimburse CITY for the loss shall be to the full
extent of such loss and shall not be limited to TWENTY-FIVE THOUSAND DOLLARS.
CONTRACTOR reserves the right to dispute the value of the loss. In the event that
CONTRACTOR has not reimbursed the loss within said thirty (30) days, CITY may draw
against the Letter of Credit to recover its loss and, as stated above, if the Letter of Credit
is insufficient to fully compensate CITY, CONTRACTOR shall remain obligated to
compensate CITY to the full extent of its loss.
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When a loss is alleged to have been caused the theft, fraud or other dishonesty of any
one or more of CONTRACTOR’s employees, officers, or agents, but CITY is unable to
designate the specific person causing such loss, CITY shall have the benefit of the Letter
of Credit provided that the evidence submitted reasonably establishes that the loss was in
fact due to the fraud or dishonesty of one or more such persons.
Presentation of the Letter of Credit shall be required either electronically or not more than fifty
(50) miles from San Luis Obispo, California.
Notice shall be delivered in accordance with Section 25 of this Agreement.
Not less than thirty (30) days after CITY has drawn against the letter of credit,
CONTRACTOR shall deposit funds sufficient to restore the letter of credit to the original
amount thereof.
In lieu of a Fidelity Bond or Letter of Credit, CONTRACTOR may provide CITY
with a cash deposit of FIFTY THOUSAND DOLLARS which shall be held without
payment of interest by CITY and CITY shall be entitled to draw upon the deposit in the
same manner and for the same purposes as regarding the above described Letter of
Credit. Not less than thirty (30) days after CITY has drawn against the cash deposit,
CONTRACTOR shall restore the cash deposit to the original amount thereof. The cash
deposit shall be held by CITY during the term of the Agreement. Within thirty (30) days
of termination or expiration of the Agreement, CITY shall return the cash deposit to
CONTRACTOR, less any amount used by CITY pursuant to this Agreement.
e. Should, at any time, any of the insurance policies required by this Agreement be
unsatisfactory to CITY, at its sole discretion, CONTRACTOR shall promptly obtain a
new policy, submit the same to CITY. Upon failure of CONTRACTOR to furnish,
deliver or maintain any insurance and endorsements as required by this Agreement, at the
election of CITY, this Agreement may be immediately terminated as provided herein.
Failure of CONTRACTOR to obtain and maintain any required insurance shall not
relieve CONTRACTOR of any liability under this Agreement (and CONTRACTOR
may be answerable to CITY for damages or any other remedy on account of such breach)
nor shall the insurance requirements be construed to conflict with or otherwise limit the
obligations of CONTRACTOR concerning indemnification.
f. All insurance provided by CONTRACTOR shall be primary and any insurance or self-
insurance maintained by CITY and its member jurisdictions shall be excess of
CONTRACTOR's insurance and shall not contribute to it.
g. CONTRACTOR’s failure to provide the insurance required by this section, or
CONTRACTOR’s submission of insurance policies, endorsements and other
documentation (whether or not such documentation is “accepted” by CITY) shall not
waive or satisfy the CONTRACTOR’s obligation to provide CITY with the insurance
required by this Agreement if it has failed to do so. Should CONTRACTOR fail to
provide insurance in the form and amount specified by this Agreement,
CONTRACTOR shall be directly liable to CITY to provide it with both a defense and
indemnity for any losses which CITY incurs to the extent such losses would have been
covered by insurance as is specified in this Agreement. Notwithstanding the above,
CONTRACTOR shall not be required to indemnify CITY from loss or liability to the
extent such loss or liability arises from the sole negligence or willful misconduct of
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CITY, its agents, directors and employees, at such time that such sole negligence or
willful misconduct has been finally determined by a court of competent jurisdiction.
h. It shall be a requirement under this Agreement that any available insurance proceeds
broader than or in excess of the specified minimum insurance coverage requirements as
set forth above and/or limits shall be available to the additional insured. Furthermore, the
requirements for coverage and limits shall be (1) the minimum coverage and limits
specified in this Agreement; or (2) the broader coverage and limits of coverage of any
insurance policy or proceeds available to the named insured, whichever is greater. The
defense and indemnifications of this Agreement are undertaken in addition to, and shall
not in any way be limited by, the insurance obligations contained in this Agreement. All
deductibles and self- insured retentions (SIR) must be disclosed to CITY for approval and
shall not reduce the limits of the liability. Policies containing any SIR provision shall
provide, or be endorsed to provide, that the SIR may be satisfied by either the named
insured or CITY. CITY reserves the right to obtain a full certified copy of any insurance
policy and endorsement coverage under this Agreement. Failure to exercise this right
shall not constitute a waiver of the right to exercise it later.
8. WORKER’S COMPENSATION
CONTRACTOR certifies that it is aware of the provisions of the Labor Code of the State of California
which require every employer to be insured against liability for Worker's Compensation or to undertake
self-insurance in accordance with the provisions of that Code, and it certifies that it will comply with such
provisions and furnish CITY with a Certificate of Insurance before commencing the performance of this
agreement. Furthermore, CONTRACTOR shall indemnify CITY, its officers and employees, for any
claims in law or equity occasioned by failure of CONTRACTOR to comply with this provision or which
arise out of any job related injury, including third party claims against CITY by CONTRACTOR’S or
subcontractor’s employees. The indemnification provisions of this paragraph shall survive the termination
of this agreement or any extensions thereof.
9. INDEMNIFICATION
To the fullest extent allowed by law, CONTRACTOR shall indemnify and hold CITY (and CITY’s
member jurisdictions) and its representative officers, directors, employees and agents free and harmless
from and against any and all claims, suits, liens, demands, damages, injuries, liabilities, losses and
expenses of any kind, including reasonable fees of attorneys and expert witnesses, to the extent they arise
out of or are in any way connected with the performance of this Agreement by CITY, its agents, directors
or employees, or by CONTRACTOR, its agents, directors or employees, whether such claims, liens,
demands, damages, losses or expenses are based upon a contract or upon a claim for personal injury, death
or property damage or upon any other legal or equitable theory whatsoever.
CONTRACTOR agrees, at its own expense and upon written request by CITY, to defend any claim, suit,
action or demand brought against CITY on any injury, loss or liability, actual or alleged, covered herein.
Notwithstanding this defense obligation, CONTRACTOR shall not be required to indemnify CITY from
loss or liability to the extent such loss or liability arises from the sole negligence or willful misconduct of
CITY, its agents, directors and employees, at such time that such sole negligence or willful misconduct has
been finally determined by a court of competent jurisdiction. CONTRACTOR shall provide CITY with a
defense until such determination has been made (i.e. until a court of competent jurisdiction has determined
that the loss or liability arises from the sole negligence or willful misconduct of CITY, CONTRACTOR
shall provide a defense as to such loss or liability). CONTRACTOR’s indemnity obligations survive
termination of this Agreement.
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10. PERFORMANCE BOND
The faithful performance by CONTRACTOR of each and every term, condition, and provision of this
agreement is expressly made a condition precedent for the payment of any sums agreed herein to be paid to
CONTRACTOR by CITY. To insure performance, CONTRACTOR shall post with CITY a bond or other
acceptable security in the amount of TWENTY-FIVE PERCENT (25%) of the first year contract price.
Such bond or security shall be subject to the approval of CITY's Attorney and Finance Director and shall
be executed by CONTRACTOR and a surety company licensed to do business as such in the State of
California. The condition of the bond shall be that the CONTRACTOR shall fully and faithfully perform
all conditions and covenants of this agreement or the face amount of such bond shall be forfeited to CITY.
The bond may be a renewable one-year bond, and shall be renewed annually before its expiration date;
provided, however, that such bond must remain in full force and effect from and after the date CITY
makes any demands for payment on the bond until CITY releases such claim. Provision of such bond or
its equivalent is a material covenant of this agreement and CITY shall not approve any security which is
not unconditionally payable to CITY upon CITY demand. CITY reserves the right to rescind the
requirement for a performance bond at any time.
11. INVOICES
a. All hourly costs shall be invoiced to CITY monthly following the service month provided.
Said invoices shall specify the dates of service and the number of vehicle service hours
claimed. Hourly costs shall be directly traceable by dispatcher and/or driver trip sheets and/or
employee time cards, copies of which will be submitted to CITY monthly with each invoice.
b. The monthly fixed rate and insurance rate shall be invoiced monthly following the service
month provided. All reports and submissions required under this agreement shall be
accurately completed and submitted to CITY prior to payment of said monthly rate invoices.
c. Any extra services provided under this agreement shall be invoiced separately following
the provision of such services. Copies of all appropriate passenger and service logs shall be
attached to each extra service invoice prior to payment.
12. PAYMENT
All payments by CITY to CONTRACTOR shall be made in arrears. Payment shall be made by CITY no
more than thirty (30) days from receipt of an invoice. Payment of invoices will be made on a monthly
basis. If CITY disputes any item on an invoice for a reasonable cause, CITY may deduct that disputed item
from the payment, but shall not delay payment for the undisputed portions. The amounts and reasons for
such deletions shall be documented to CONTRACTOR within fifteen (15) working days of the receipt of
the invoice by CITY. Payments shall be by voucher or check payable to and mailed first-class to:
[INSERT CONTRACTOR NAME & MAILING ADDRESS]
13. OPERATING REVENUES
All operating revenues collected by CONTRACTOR are the property of CITY. Operating revenues
include, but are not limited to, all fares and the proceeds from the sale of tickets and passes. Operating
revenues shall be counted and kept separately under appropriate security. Within one working day from
collection, unless otherwise agreed upon, CONTRACTOR shall deposit fares at a banking institution as
directed by CITY. Reports on the revenues collected and deposited shall be provided to CITY on a timely
basis. CITY shall be provided with a written description of CONTRACTOR'S procedures regarding the
collection, counting and controlling of fare revenues. These procedures are subject to CITY's audit and
approval.
14. CONTROL
d. All services to be rendered by CONTRACTOR under this agreement shall be subject to the
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control of CITY. CONTRACTOR shall advise CITY of matters of importance and make
recommendations when appropriate; however, final CITY shall rest with CITY.
e. CITY shall not interfere with the management of CONTRACTOR'S normal internal
business affairs and shall not attempt to directly discipline or terminate CONTRACTOR
employees. CITY may advise CONTRACTOR of the performance of any employee having a
negative effect on the service being provided.
15. CONTRACT ASSIGNMENT
This agreement shall not be sold, assigned, transferred, conveyed or encumbered by
CONTRACTOR without the prior written consent of CITY which consent may be withheld in CITY’s
sole and absolute discretion. Any assignment, transfer, conveyance or encumbrance of this agreement
without CITY’s prior written approval shall be null and void. CONTRACTOR shall not sell or otherwise
transfer its interest in this agreement without prior written notification to CITY. Upon receiving such
notification from CONTRACTOR, CITY may, at its sole discretion, decide to exercise its right to
terminate this agreement. Subject to this provision, the agreement shall be binding upon the heirs,
executors, administrators, successors and assigns of the respective parties.
16. DISPUTE RESOLUTION
a. Disputes arising in the performance of this agreement shall be decided in writing by the
Transit Manager. This decision shall be final and conclusive unless within ten (10) days from the
date of receipt of its copy, CONTRACTOR mails or otherwise furnishes a written appeal to the
Transit Manager. In connection with any such appeal, CONTRACTOR shall be afforded an
opportunity to be heard and to offer evidence in support of its position. The decision of the
Transit Manager shall be binding upon the CONTRACTOR and the CONTRACTOR shall abide
be the decision.
b. Unless otherwise directed by CITY, CONTRACTOR shall continue performance under this
agreement while matters in dispute are being resolved.
c. Should either party to this agreement suffer injury or damage to person or property because of any
act or omission of the party or of any of his employees, agents or others for whose acts he is
legally liable, a claim for damages therefore shall be made in writing to such other party within a
reasonable time after the first observance of such injury of damage.
d. Unless this agreement provides otherwise, all claims, counterclaims, disputes and other
matters in question between CITY and CONTRACTOR arising out of or relating to this agreement
or its breach will be decided by arbitration if the parties mutually agree, or in a court of
competent jurisdiction within the State of California.
e. The duties and obligations imposed by this agreement and the rights and remedies available there
under shall be in addition to and not a limitation of any duties, obligations, rights and
remedies otherwise imposed or available by law. No action or failure to act by CITY or
CONTRACTOR shall constitute a waiver of any right or duty afforded any of them under this
agreement, nor shall any such action or failure to act constitute an approval of or acquiescence in
any breach there under, except as may be specifically agreed in writing.
17. RESOLUTION OF FEDERAL PROCUREMENT ISSUES
The Federal Procurement Regulations shall be used where applicable to define, resolve, and settle
procurement issues. Unless otherwise directed by CITY, CONTRACTOR shall continue performance
under this agreement while matters in dispute are being resolved.
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18. STOP WORK
CITY may stop work on CITY's transportation system upon forty-eight (48) hours written notice to
CONTRACTOR. CITY shall be liable for all relevant costs incurred prior to the stop-work period and for
restart, if any. When exercising this provision, CITY shall be obligated for the costs of severance for
personnel assigned to CITY's transportation system in accordance with the published policy and
procedures of CONTRACTOR, a copy of which shall be provided to CITY upon request. Additionally, the
cost associated with operations and facilities close down, shall be the obligation of CITY. CONTRACTOR
shall make all reasonable efforts to minimize costs to CITY.
19. TERMINATION FOR DEFAULT
a. All the terms, conditions, and covenants of this agreement are considered material and in the
event CONTRACTOR breaches or defaults in the performance of any such terms, conditions,
or covenants which are to be kept, done or performed by it, CITY shall give CONTRACTOR
ten days written notice either by certified mail or by personal service, describing such breach or
default, and if CONTRACTOR fails, neglects or refuses for a period or more than ten days
thereafter to remedy, or cure such breach or default, then CITY without further notice, may
terminate this agreement. In the event of termination of this agreement as hereinabove
specified, CITY shall have the right to take immediate possession of all equipment and
facilities provided by CITY to CONTRACTOR and of the facilities and equipment supplied
by CONTRACTOR under the provisions of this agreement. In the event CITY does take
possession of CONTRACTOR-supplied facilities and equipment, CONTRACTOR shall be
reimbursed by CITY for the actual cost of the temporary use of said facilities and equipment. If
it is later determined by CITY that CONTRACTOR had an excusable reason for not
performing, such as a strike, fire, or flood, events which are not the fault of or are beyond
the control of CONTRACTOR, CITY, after setting up a new delivery of performance
schedule, may allow CONTRACTOR to continue work, or treat the termination as a
termination for convenience.
b. Bankruptcy: Either (a) the appointment of a receiver to take full possession of all or
substantially all of the assets of CONTRACTOR or (b) a general assignment by
CONTRACTOR for the benefit of creditors, or (c) any action taken by or suffered by
CONTRACTOR under any insolvency or bankruptcy act shall constitute a breach of the
agreement by CONTRACTOR and CITY shall have the option to terminate this
agreement. The parties specifically agree that the selection of CONTRACTOR is based on
factors that render contractor especially suited to perform this agreement, such that the
identity of contractor is central to the obligations in this contract. Accordingly, this contract
is similar to a personal services contract and non-assignable under 11 USC 365 (c).
20. TERMINATION FOR CONVENIENCE
The performance of work under this agreement may be terminated by CITY in accordance with this clause
in whole, or from time to time in part, whenever the Transit Manager shall determine that such termination
is in the best interest of CITY. Any such termination shall be effected by delivery to CONTRACTOR of a
notice of termination specifying the extent to which performance of work under the agreement is
terminated, and the date upon which such termination becomes effective. After receipt of a notice of
termination, and except as otherwise directed by the Transit Manager, CONTRACTOR shall:
a. Stop work under the agreement on the date and to the extent specified in the notice of
termination;
b. Place no further orders or subcontracts for materials, services, or facilities, except as may be
necessary for completion of such portion of the work under the agreement as is not terminated;
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c. Terminate all orders and subcontracts to the extent that they relate to the performance of work
terminated by the notice of termination; assign to CITY in the manner, at the times, and to
the extent directed by the Transit Manager, all of the right, title, and interest of
CONTRACTOR under the orders and subcontracts so terminated, in which case CITY shall
have the right, in its discretion, to settle or pay and or all claims arising out of the termination
of such orders and subcontracts; settle all outstanding liabilities and all claims arising out of
such termination of orders and subcontracts, with the approval or ratification of the Transit
Manager, to the extent he may require, which approval or ratification shall be final for all the
purposes of this clause; transfer title to CITY and deliver in the manner, at the times, and to
the extent, if any, directed by Transit Manager the fabricated or unfabricated parts, work in
process, completed work, supplies, and other material produced as part of, or acquired in
connection with the performance of, the work. terminated, and the completed or partially
completed plans, drawings, information and other property which, if the agreement had been
completed, would have been required to be furnished to CITY; use its best efforts to sell, in
the manner, at the times, to the extent, and at the price(s) directed or authorized by the
Transit Manager, any property of the types referred to above, provided, however, that
CONTRACTOR shall not be required to extend credit to any purchaser, and may acquire any
such property under the conditions prescribed by and at a price(s) approved by the Transit
Manager, and provided further, that the proceeds of any such transfer or disposition shall be
applied in reduction of any payments to be made by CITY to CONTRACTOR under this
agreement or shall otherwise be credited to the price or cost of the work covered by this
Contract or paid in such other manner as the Transit Manager may direct; complete
performance of such part of the work as shall not have been terminated by the notice of
termination; and take such action as may be necessary, or as the Transit Manager may direct,
for the protection or preservation of the property related to this agreement which is in the
possession of CONTRACTOR and in which CITY has or may acquire an interest.
d. CONTRACTOR shall be paid its costs, including contract close-out costs, and profit on
work performed up to the time of termination. CONTRACTOR shall promptly submit its
termination claim to CITY to be paid CONTRACTOR.
21. REMEDIES ON BREACH (WAIVER OF REMEDIES)
The duties and obligations imposed by the agreement and the rights and remedies available hereunder shall
be in addition to and not a limitation of any duties, obligations, rights and remedies otherwise imposed or
available by law. No action or failure to act by CITY or CONTRACTOR shall constitute a waiver of any
right or duty afforded any of them under the agreement, nor shall any such action or failure to act
constitute an approval of or acquiescence in any breach hereunder, except as may be specifically agreed in
writing. In the event that CITY elects to waive its remedies for any breach by CONTRACTOR of any
covenant, term or condition of this agreement, such waiver shall not limit CITY’s remedies for any
succeeding breach of that or of any other term, covenant or condition of this agreement. It is agreed that in
the event of failure by CONTRACTOR to perform the services required by this agreement, in addition to
all other remedies, penalties and damages provided by law, CITY may provide such services, and deduct
the cost of doing so from the amounts due or to become due to the CONTRACTOR. The costs to be
deducted shall be the actual costs to CITY to provide such services.
22. RIGHTS UPON TERMINATION OR EXPIRATION AND WAIVER OF CLAIMS
Upon expiration or earlier termination of this agreement, CITY shall have the right to provide the services
by means of its own employees or pursuant to contract with other carrier(s) or otherwise. CONTRACTOR
agrees to forever waive any claim, of any sort or nature, against CITY based upon CITY's operation, or
contracting for the operation, of the service, or any portion of it. CONTRACTOR shall also waive any
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right that it otherwise might have to claim entitlement to benefits afforded to private mass transportation
companies under Section 3(e) of the Federal Transit Act of 1964 (49 USC Sec. 1602(e)), as it now exists or
hereafter may be amended. CONTRACTOR also hereby forever waives any claims of unfair competition
that it otherwise might assert, any rights that otherwise might accrue to it under the above- mentioned
provisions or under any other similar or comparable provisions of the law. Having entered into this
agreement shall not be the sole reason whereby the CONTRACTOR shall be inhibited, penalized, or
disqualified from submitting proposals for subsequent transportation, management, and operation
programs under the jurisdiction of CITY.
23. CHANGES
CITY, without invalidating this agreement may order additions to or deletions from the work to be
performed. Such changes shall be specified to CONTRACTOR in writing. If justified, the "Maximum
Obligation" will be adjusted accordingly. New provisions must be mutually agreeable to both CITY and
CONTRACTOR. A shift of vehicle service hours between services within the maximum value or an
increase or decrease of up to ten percent within the current span of service would not constitute a change as
defined in this agreement, but any such shift or change shall only occur at the direction of CITY.
24. MODIFICATION OF AGREEMENT
This writing constitutes the entire agreement between the parties relative to the subject matter of this
agreement and no modification hereof shall be effective unless and until such modification is evidenced by
a writing signed by both parties to this agreement. There are no understandings, agreements or conditions
with respect to the subject matter of this agreement except those contained in this writing.
25. NOTICES
All notices required to be given with respect to this agreement shall be in writing and mailed first
class, postage prepaid to the persons named below or at such addresses as the parties may file with
each other for such purpose.
Mr. Nick Promponas, SVP
If to CONTRACTOR First Transit, Inc.
7581 S. Willow Drive, Suite 102; Tempe, AZ 85283-5033
Copy To: Mr. Mike Petrucci, General Counsel
First Transit, Inc.
600 Vine Street, Suite 1400, Cincinnati, OH 45202-2400
If to CITY: Transit Manager
City of San Luis Obispo, SLO TRANSIT
919 Palm Street
San Luis Obispo, CA 93401
26. PROPRIETARY RIGHTS
All inventions, improvements, discoveries, proprietary rights, copyrights and patents made by
CONTRACTOR under this agreement shall be made available to CITY with no royalties, charges, or other
costs, but shall be owned by CONTRACTOR. All manuals prepared by CONTRACTOR for use by
CONTRACTOR in other locales shall be made available to CITY at no charge but shall be owned by
CONTRACTOR and shall not be disclosed, or released by CITY without prior written consent of
CONTRACTOR. Reports and manuals prepared by CONTRACTOR under this agreement for specific use
in CITY's system shall become the property of CITY. CONTRACTOR, however, shall have the right to
print and issue copies of these reports. CONTRACTOR may make presentations and releases relating to
the project. Papers and other formal publications shall be approved by CITY prior to release.
27. FORCE MAJEURE
CONTRACTOR shall not be held responsible for losses, failure to perform, or excess costs caused by
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events beyond the control of CONTRACTOR. Such events may include, but are not restricted to, the
following: fire, epidemics, earthquake, flood, or other natural disaster; acts of the government; riots,
strikes, war or other civil disorders; or fuel shortages. In every case, CONTRACTOR shall resume
performance at the earliest possible date following the cessation of such unforeseen causes or events.
CONTRACTOR shall be entitled to no compensation for any service, the performance of which is excused
pursuant to this paragraph.
28. INFORMATION AND DOCUMENTS
All information, data, reports, records, maps, survey results as are existing, available, and necessary for
carrying out the work under this agreement, shall be furnished to CONTRACTOR without charge by
CITY, and CITY shall cooperate in every way possible in the carrying out of the work without undue
delay.
29. EMERGENCY PROCEDURES
In the event of a major emergency such as an earthquake, flood, or man-made catastrophe,
CONTRACTOR shall make transportation and communication resources available to the degree possible for
emergency assistance. If the normal line of direct CITY from CITY is intact, CONTRACTOR shall follow
instruction of CITY. If the normal line of direct CITY is broken, and for the period it is broken,
CONTRACTOR shall make best use of transportation resources following to the degree possible the
direction of an organization such as the San Luis Obispo Office of Emergency Services, the police, Red
Cross, or National Guard, which appears to have assumed responsibility within CITY's service area.
Emergency uses of transportation may include evacuation, transportation of injured, and movement of people
to food and shelter. CONTRACTOR shall be reimbursed in accordance with the normal "Price Formula"
and "Payment" or, if the normal method does not cover the types of emergency services involved, then
on the basis of fair, equitable and prompt reimbursement of CONTRACTOR'S actual costs.
Reimbursement for such major emergency services shall be over and above the "Maximum Obligation" of
this contract. Immediately when the emergency condition ceases, CONTRACTOR shall reinstate
normal transportation services.
30. ACCESS TO RECORDS AND REPORTS (AUDIT AND INSPECTION)
a. In accordance with 49 C.F.R. 18.36(i), CONTRACTOR shall permit CITY, the FTA
Administrator, the Comptroller General of the United States, the California State
Controller, and the Sacramento Area Council of Governments or any of their authorized
representatives access to any to books, documents, papers and records of CONTRACTOR
which are directly pertinent to this contract for the purposes of making audits,
examinations, excerpts and transcriptions. Further, CONTRACTOR agrees to permit any of
the foregoing parties to reproduce by any means whatsoever or to copy excerpts and
transcriptions as reasonably needed.
b. CONTRACTOR agrees to maintain all books, records, accounts and reports required under
this contract for a period of not less than three years after the date of termination or
expiration of this contract, except in the event of litigation or settlement of claims arising
from the performance of this contract, in which case CONTRACTOR agrees to maintain
same until CITY, the FTA Administrator, the Comptroller General, or any of their duly
authorized representatives, have disposed of all such litigation, appeals, claims or exceptions
related thereto. Reference 49 CFR 18.39(i)(11).
31. TRANSFER OF TITLE TO EQUIPMENT
All equipment, parts and supplies purchased by CONTRACTOR under this agreement, either as a direct
charge expense or within the defined scope of services, shall become the property of CITY upon either
the payment of the direct charge invoice or the expiration or termination of this agreement for any reason
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unless otherwise specified in writing. The applicable depreciation schedule and residual value, if any, of
such items shall be established prior to the execution of this agreement. CONTRACTOR shall maintain a
perpetual inventory of all such equipment and supplies purchased under this and any prior agreement, to
be submitted for review on or before August 31 of each year. CONTRACTOR shall be responsible
for the replacement of any equipment, parts and supplies purchased or provided, either by CITY or
CONTRACTOR, under this agreement that is lost or unreasonably destroyed while under the control
of CONTRACTOR.
32. TRANSPORTATION DATA REPORTING
CONTRACTOR shall report operating and financial data to CITY in accordance with the California Public
Utilities Code, Chapter 4, Section 99243, and California Administrative Code Title 21, Chapter 3, Subchapter
2, as required under California Transportation Development Act, and with Level "R" of the Uniform
Financial Accounting and Reporting Elements as required by the National Transit Database System and the
Federal Transit Act of 1964 as both are amended from time to time.
33. PERMITS AND LICENSES
At its sole cost and expense, CONTRACTOR shall obtain any and all permits, licenses, certificates, or
entitlement to operate as are now or hereafter required by any agency, specifically including, but not
limited to, those that may be required by the California Public Utilities Commission, the California
Highway Patrol, the Department of Motor Vehicles and local jurisdictions, to enable CONTRACTOR to
perform this agreement. Copies of all such entitlements shall be provided to CITY when received by
CONTRACTOR. In the event that any aspect of this agreement requires prior approval by the PUC, the
CONTRACTOR shall submit necessary application forms. Both parties shall appear as necessary and
cooperate in the commission approval process. CITY reserves the right to oppose, support or be neutral
on any such request and on the PUC's ruling thereon. CONTRACTOR covenants to obtain all such
approvals before commencing operations, and to conform to the PUC ruling thereon, at its sole cost and
expense.
34. NON-DISCRIMINATION IN EMPLOYMENT AND SERVICE
a. In connection with the execution of this agreement, CONTRACTOR shall not discriminate
against any employee or applicant for employment because of race, religion, color, sex,
age or national origin. CONTRACTOR shall take affirmative action to ensure that applicants
are employed, and that employees are treated during employment without regard to their race,
color, religion, sex, age, or national origin or ancestry. Such action shall include, but not be
limited to, the following: employment, upgrading, demotion or transfer, recruitment or
recruitment advertising, layoff or terminations; rates of pay or other forms of compensation;
and, selection for training, including apprenticeship. CONTRACTOR must submit a properly
executed and current Employer Information Report (EEO-1) upon request of CITY.
CONTRACTOR further agrees to insert a similar provision in all subcontracts, except
subcontracts for standard commercial supplies or raw materials.
b. CONTRACTOR shall also comply with the requirements of Title VI of the Civil Rights Act of
1964 (P.L. 88-352) and with all applicable regulations, statutes, laws, etc., promulgated
pursuant to the civil rights acts of the state and federal government now in existence or
hereafter enacted. Further, CONTRACTOR shall also comply with the provisions of Section
1735 of the California Labor Code.
c. CONTRACTOR shall not discriminate, nor allow any of its officers, employees, or agents
to discriminate against any passenger or patron because of race, color, sex, age, or national origin
or ancestry.
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d. CONTRACTOR shall promptly notify CITY of any discrimination complaints.
CONTRACTOR shall, at its sole cost and expense, conform to any final orders issued by
any State or Federal agency with jurisdiction to correct the CONTRACTOR'S discrimination in
employment and/or service and shall fully save harmless and indemnify CITY in this regard.
35. LABOR PROVISIONS
In accordance with 40 U.S.C. 329 and 29 CFR Part 5, CONTRACTOR hereby certifies compliance with the
following provisions related to the employment of mechanics and laborers under the Contract Work Hours
and Safety Standards Act.
a. Overtime Requirements. No contractor or subcontractor contracting for any part of the contract
work which may require or involve the employment of laborers or mechanics shall require or permit
any such laborer or mechanic in any work week in which he or she is employed on such work to
work in excess of eight hours in any calendar day or in excess of forty hours in such work week
unless such laborer or mechanic receives compensation at a rate not less than one and one-half
times the basic rate of pay for all hours worked in excess of eight hours in any calendar day or in
excess of forty hours in such work week.
b. Violation; Liability for Unpaid Wages; Liquidated Damages. In the event of any violation of the
clause set forth in subparagraph (b)(1) of 29 CFR Section 5.5, contractor and any subcontractor
responsible therefor shall be liable for the unpaid wages. In addition, such contractor and
subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages
shall be computed with respect to each individual laborer or mechanic, including watchmen or
guards, employed in violation of the clause set forth in subparagraph (b)(1) of 29 CFR Section 515
in the sum of $10 for each calendar day on which such individual was required or permitted to work
in excess of eight hours or in excess of the standard work week of forty hours without payment of
the overtime wages required by the clause set forth in subparagraph (b)(1) of 29 CFR Section 5.5.
c. Withholding for Unpaid Wages and Liquidated Damages. CITY shall upon its own action or
upon written request of authorized representative of the Department of Labor withhold or cause to
be withheld, from any monies payable on account of work performed by the contractor or
subcontractor under any such contract or any other Federal contract with the same prime contractor,
or any other federally assisted contract subject to the Contract Work Hours and Safety Standards
Act, which is held by the same prime contractor, such sums as may be determined to be necessary
to satisfy any liabilities of such contractor or subcontractor for unpaid wages and liquidated
damages as provided in the clause set forth in subparagraph (b)(2) of 29 CFR Section 5.5.
d. Non-Construction Grants. Contractor or subcontractor shall maintain payrolls and basic payroll
records during the course of the work and shall preserve them for a period of three years from the
completion of the contract for all laborers and mechanics, including guards and watchmen, of each
such employee, social security number, correct classifications, hourly rates of wages paid, daily and
weekly number of hours worked, deductions made, and actual wages paid. Further, the recipient
shall require the contracting Officer to insert in any such contract a clause providing that the records
to be maintained under this paragraph shall be made available by contractor or subcontractor for
inspection, copying, or transcription by authorized representatives of Department of Transportation
(“DOT”) and the Department of Labor and the Contractor or subcontractor will permit such
representatives to interview employees during working hours on the job.
e. Subcontracts. Contractor or subcontractor shall insert in any subcontracts the clauses set forth in
subparagraph (a) through (e) of this paragraph and also a clause requiring the subcontractors to
include these clauses in any lower tier subcontracts. The prime contractor shall be responsible for
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compliance by any subcontractor or lower tier subcontractor with the clauses set forth in
subparagraphs (a) through (e) of this paragraph.
f. CONTRACTOR and any subcontractor shall comply with 40 U.S.C. 3701.
36. TRANSIT EMPLOYEE PROTECTIVE AGREEMENTS
a. General Transit Employee Protective Requirements – To the extent that the Federal Transit
Administration (FTA) determines that transit operations are involved, CONTRACTOR agrees to
carry out the transit operations work on the underlying contract in compliance with terms and
conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests
of employees employed under this contract and to meet the employee protective requirements of 49
U.S.C. A 5333(b), and U.S. DOL guidelines at 29 C.F.R.-Part 215, and any amendments thereto.
These terms and conditions are identified in the letter of certification from the U.S. DOL to FTA
applicable to the FTA Recipient’s project from which Federal assistance is provided to support
work on the underlying contract. CONTRACTOR agrees to carry out that work in compliance with
the conditions stated in that U.S. DOL letter. The requirements of this subsection (1), however, do
not apply to any contract financed with Federal assistance provided by FTA either for projects for
elderly individuals and individuals with disabilities authorized by 49 U.S.C. § 5310(a)(2), or for
projects for nonurbanized areas authorized by 49 U.S.C. § 5311. Alternative provisions for these
projects are set forth in subsections (b) and (c) of this clause.
b. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C.§ 5310(a)(2)
for Elderly Individuals and Individuals with Disabilities – If the contract involves transit
operations financed in whole or in part with Federal assistance authorized by 49 U.S.C. §
5310(a)(2), and if the U.S. Secretary of Transportation has determined or determines in the future
that the employee protective requirements of 49 U.S.C. § 5333(b) are necessary or appropriate for
the state and the public body subrecipient for which work is performed on the underlying contract,
CONTRACTOR agrees to carry out the Project in compliance with the terms and conditions
determined by the U.S. Secretary of Labor to meet the requirements of 49 U.S.C. § 5333(b), U.S.
DOL guidelines at 29 C.F.R. Part 215, and any amendments thereto. These terms and conditions are
identified in the U.S. DOL’s letter of certification to FTA, the date of which is set forth Grant
Amendment or Cooperative Agreement with the state. CONTRACTOR agrees to perform transit
operations in connection with the underlying contract in compliance with the conditions stated in
that U.S. DOL letter.
c. Transit Employee Protective Requirements for Projects Authorized by 49 U.S.C.§ 5311 in
Nonurbanized Areas – If the contract involves transit operations financed in whole or in part with
Federal assistance authorized by 49 U.S.C. § 5311, CONTRACTOR agrees to comply with the
terms and conditions of the Special Warranty for the Nonurbanized Area Program agreed to by the
U.S. Secretaries of Transportation and Labor, dated May 31, 1979, and the procedures implemented
by U.S. DOL or any revision thereto.
d. CONTRACTOR also agrees to include any applicable requirements in each subcontract involving
transit operations financed in whole or part with Federal assistance provided by FTA.
37. ACCESS REQUIREMENTS FOR PERSONS WITH DISABILITIES
CONTRACTOR agrees to comply with all applicable requirements of the Americans with Disabilities Act
of 1990 (ADA), 42 U.S.C. §§ 12101 et seq., Section 504 of the Rehabilitation Act of 1973, as amended,
29 U.S.C. § 794; 49 U.S.C. § 5301(d); and all regulations promulgated to implement the ADA and
Section 504 of the Rehabilitation Act of 1973, as amended, as may be applicable to CONTRACTOR.
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38. CIVIL RIGHTS
During the performance of this contract, CONTRACTOR, for itself, its assignees and successors in interest,
agrees as follows:
a. Nondiscrimination. In accordance with Title VI of the Civil Rights Act, as amended, 42 U.S.C. §
2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, section
202 of the Americans with Disabilities Act of 1990, 42 U.S.C. § 12132, and Federal transit law at
49 U.S.C. § 5332, CONTRACTOR agrees that it will not discriminate against any employee or
applicant for employment because of race, color, creed, national origin, sex age, or disability. In
addition, CONTRACTOR agrees to comply with applicable Federal implementing regulations and
other implementing requirements FTA may issue.
b. Equal Employment Opportunity. The following equal employment opportunity requirements
apply to the underlying contract:
c. Race, Color, Creed, National Origin, Sex – In accordance with Title VII of the Civil Rights Act,
as amended, 42 U.S.C. § 2000e, and Federal transit laws at 49 U.S.C. § 5332, CONTRACTOR
agrees to comply with all applicable equal employment opportunity requirements of U.S.
Department of Labor (U.S. DOL) regulations, “Office of Federal Contract Compliance Programs,
Equal Employment Opportunity, Department of Labor,” 41 C.F.R. Parts 60 et seq., (which
implement Executive Order No. 11246, “Equal Employment Opportunity,” as amended by
Executive Order No. 11375, “Amending Executive Order 11246 Relating to Equal Employment
Opportunity,” 42 U.S.C. § 2000e note), and with any applicable Federal statutes, executive orders,
regulations, and Federal policies that may in the future affect construction activities undertaken in
the course of the Project. CONTRACTOR agrees to take affirmative action to ensure that applicants
are employed, and that employees are treated during employment, without regard to their race,
color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the
following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising,
layoff or termination; rates of pay or other forms of compensation; and selection for training,
including apprenticeship. In addition, CONTRACTOR agrees to comply with any implementing
requirements FTA may issue.
d. Age – In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as
amended, 29 U.S.C. § 623 and Federal transit law at 49 U.S.C. § 5332, CONTRACTOR agrees to
refrain from discrimination against present and prospective employees for reason of age. In
addition, CONTRACTOR agrees to comply with any implementing requirements FTA may issue.
e. Disabilities – In accordance with section 102 of the Americans with Disabilities Act, as amended,
42 U.S.C. § 12112, CONTRACTOR agrees that it will comply with the requirements of the U.S.
Equal Employment Opportunity Commission, “Regulations to Implement the Equal Employment
Provisions of the Americans with Disabilities Act,” 29 C.F.R. Part 1630, pertaining to employment
of persons with disabilities. In addition, CONTRACTOR agrees to comply with any implementing
requirements FTA may issue.
f. Subcontracts. CONTRACTOR agrees to include these requirements in each subcontract financed
in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify
the affected parties.
g. Employer Information Report. CONTRACTOR must submit a properly executed and current
Employer Information Report (EEO-1) upon request of CITY
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39. DISADVANTAGED BUSINESS ENTERPRISE
e. It is the policy of the U.S. Department of Transportation that Disadvantaged Business Enterprises
(DBE) as defined in 49 CFR Part 26, shall have the maximum opportunity to participate in the
performance of contracts financed in whole or in part with federal funds under this
agreement. Consequently, the DBE requirements of 49 CFR Part 26 applies to this agreement.
f. CONTRACTOR agrees to ensure that Disadvantaged Business Enterprises (DBE) as defined in
49 CFR Part 26 have the maximum opportunity to participate in the performance of contracts and
subcontracts financed in whole or in part with federal funds provided under this agreement. In
this regard, CONTRACTOR and subcontractors shall take all necessary and reasonable steps
in accordance with 49 CFR Part 26 to ensure that Disadvantaged Business Enterprises have the
maximum opportunity to compete for and perform contracts. CONTRACTOR and its
subcontractors shall not discriminate on the basis of race, creed, national origin, age or sex in the
award and performance of federal-assisted contracts.
g. CONTRACTOR shall cooperate fully with CITY in meeting any of CITY's commitments and
goals with regard to the maximum utilization of disadvantaged business enterprises.
CONTRACTOR shall keep records of DBE participation in all activities carried out pursuant to
this agreement, and shall report to CITY all such participation and efforts made to
encourage DBE participation as required by CITY. See Appendix H – DBE Goal for the current
established goal.
h. CONTRACTOR shall incorporate the provisions of this paragraph in all applicable subcontracts.
40. DRUG AND ALCOHOL TESTING
CONTRACTOR agrees to establish and implement a drug and alcohol testing program that complies with
49 CFR Part 655, produce any documentation necessary to establish its compliance with Part 655, and
permit any authorized representative of the United States Department of Transportation or its operating
administrations, the State Oversight Agency of California, or CITY, to inspect the facilities and
records associated with the implementation of the drug and alcohol testing program as required under 49
CFR Part 655 and review the testing process. CONTRACTOR agrees further to certify annually its
compliance with Part 655 and to submit the Management Information System (MIS) reports by March 1
of each year to CITY. To certify compliance, CONTRACTOR shall use the “Substance Abuse
Certifications” in the “Annual List of Certifications and Assurances for Federal Transit Administration
Grants and Cooperative Agreements,” which is published annually in the Federal Register.
41. CHARTER SERVICE OPERATIONS
The CONTRACTOR agrees to comply with 49 U.S.C. 5323(d) and 49 CFR Part 604, and any
amendments thereto that may be issued, which provides that recipients and subrecipients of FTA
assistance are prohibited from providing charter service using federally funded equipment or facilities
if there is at least one private charter operator willing and able to provide the service, except under one
of the exceptions at 49 CFR 604.9. Any charter service provided under one of the exceptions must
be "incidental," i.e., it must not interfere with or detract from the provision of mass transportation.
42. SCHOOL BUS OPERATIONS
CONTRACTOR agrees that neither it nor any subcontractor performing work in connection with this
agreement will engage in school bus operations for the transportation of students or school personnel
exclusively in competition with private school bus operators, except as permitted by 49 U.S.C. § 5323(f) and
FTA regulations , “School Bus Operations,” 49 C.F.R. Part 605, and any amendments thereto that may be
issued. Any applicable school bus agreement required by these regulations is incorporated by reference and
made part of this agreement.
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43. MISCELLANEOUS PROVISIONS
a. Energy Conservation. CONTRACTOR agrees to comply with the mandatory standards and
policies relating to energy efficiency which are contained in the State energy conservation
plan issued in compliance with the Energy Policy and Conservation Act.
b. Interest of Members of or Delegates to Congress. In accordance with 18 USC, Section 431, no
member of, or delegate to, the Congress of the United States shall be admitted to any share or part
of this agreement or to any benefit arising therefrom.
c. Conflict of Interest. No employee, officer, director or agent of CITY shall participate in the
selection, award or administration of this agreement if a conflict of interest, real or apparent,
would be involved. Such a conflict would arise when the employee, officer or agent, or any
member of his immediate family, or an organization which employs, or is about to employ same,
has a financial or other interest in the firm selected for award. No employee, officer, or agent
of CITY shall have any interest, direct or indirect, in this contract or the proceeds thereof during
his tenure or for one year thereafter.
d. Clean Water Act. CONTRACTOR agrees to comply with all applicable standards, orders or
regulations issues pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C.
1251 et seq. CONTRACTOR agrees to report each violation to CITY and understands and
agrees that CITY will, in turn, report each violation as required to assure notification to FTA and
the appropriate EPA Regional Office. CONTRACTOR also agrees to include these
requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal
assistance provided by FTA.
e. Clean Air Act. CONTRACTOR agrees to comply with all applicable standards, orders or
regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. § 7401 et seq.
CONTRACTOR agrees to report each violation to CITY and understands and agrees that CITY
will, in turn, report each violation as required to assure notification to FTA and the
appropriate EPA Regional Office. CONTRACTOR also agrees to include this requirement in
each subcontract exceeding $100,000 financed in whole or in part with Federal assistance
provided by FTA.
f. Debarred Bidders. This agreement is a covered transaction for purposes of 49 CFR Part 29. As
such, CONTRACTOR has verified by signed certification that none of its principals, as defined
at 49 CRR 29.995, or affiliates, as defined by 49 CFR 29.905, are excluded or disqualified
at 49 CFR 29.940 and 29.945. CONTRACTOR is required to comply with 49 CFR 29, Subpart
C and must include the requirement to comply with 49CFR 29, Subpart C in any lower tier
covered transaction it enters into.
g. Conflict of Transportation Interests. The CONTRACTOR shall not divert any revenues,
passengers, or other business from CITY's project to any taxi or other transportation operation
of CONTRACTOR without the written approval of CITY.
h. Conflicting Use. The CONTRACTOR shall not use any vehicle, equipment, personnel or other
facilities which are dedicated to CITY for performing services under this agreement for any
use whatsoever other than provided for in this agreement without the prior approval of CITY.
i. Fair Employment and Housing Act. CONTRACTOR shall comply with the requirements of the
California Fair Employment and Housing Act,
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j. Working Conditions. It shall be a condition of this agreement, and shall be made a condition of
each subcontract entered into pursuant to this agreement, that the CONTRACTOR or the
subcontractor shall not require any laborer or mechanic employed in connection with the
performance of this agreement to work under working conditions which are unsanitary,
hazardous or dangerous to his health or safety, as determined under the California Occupational
Safety and Health Act of 1973 (Chapter 993, Statutes of 1973).
k. Federal Changes. CONTRACTOR shall at all times comply with all applicable FTA
regulations, policies, procedures and directives, including without limitation those listed
directly or by reference in the Master Agreement between CITY and FTA, as they may be
amended or promulgated from time to time during the term of this contract.
CONTRACTOR’S failure to so comply shall constitute a material breach of this contract.
l. No Obligation By The Federal Government.
1. CITY and CONTRACTOR acknowledge and agree that, notwithstanding any concurrence
by the Federal Government in or approval of the solicitation or award of the underlying
contract, absent the express written consent by the Federal Government, the Federal
Government is not a party to this contract and shall not be subject to any obligations or
liabilities to CITY, CONTRACTOR, or any other party (whether or not a party to that
contract) pertaining to any matter resulting from the underlying contract.
2. CONTRACTOR agrees to include the above clause in each subcontract financed in
whole in part with Federal assistance provided by FTA. It is further agreed that the
clause shall not be modified, except to identify the subcontractor who will be subject to its
provisions.
m. Fly America Requirements. CONTRACTOR agrees to comply with 49 U.S.C. 40118 (the “Fly
America” Act) in accordance with the General Services Administration’s regulations at 41 CFR
Part 301-10, which provide that recipients and subrecipients of Federal funds and their
contractors are required to use U.S. Flag air carriers for U.S. Government-financed international
air travel and transportation of their personal effects or property, to the extent such service is
available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly
America Act. The Contractor shall submit, if a foreign air carrier was used, an appropriate
certification or memorandum adequately explaining why service by a U.S. flag air carrier was
not available or why it was necessary to use a foreign air carrier and shall, in any event,
provide a certificate of compliance with the Fly America requirements. The Contractor agrees to
include the requirements of this section in all subcontracts that may involve international air
transportation.
n. Recycled Products. CONTRACTOR agrees to comply with all of the requirements of
Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 U.S.C.
6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive
Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR
Part 247. CONTRACTOR agrees to include these requirements in every subcontract.
o. Taxes/Licenses. CONTRACTOR shall be responsible for paying any and all Federal, State,
and Local taxes. CONTRACTOR shall also be responsible for securing and paying for any
and all business licenses and taxes that may be required for the operation of services within
the scope of this agreement.
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p. Failure to Act. No action or failure to act by either party shall be a waiver of a right or duty
afforded under this agreement, nor shall such action or failure to act constitute a breach of this
agreement, except as specifically agreed to in writing.
q. Conflict of Interests. CONTRACTOR shall not divert any revenues, passengers, or other
business from CITY to any taxi or other transportation operation.
r. Waiver and Non-Waiver. A waiver by one party of a right to a remedy for breach of this
contract by the other party shall not be deemed to waive the right to a remedy for a subsequent
breach by the other party. Both parties, having had the opportunity to consult an attorney
regarding the provisions of this agreement, agree to waive the principle of contract interpretation
that an ambiguity will be construed against the party that drafted the ambiguous provision.
s. Time is of the Essence. Time is of the essence in this agreement. CONTRACTOR’S failure to
deliver goods/services on time shall be a material breach of this contract. If CONTRACTOR
fails to deliver goods/services on time, CITY, at its discretion, may procure those
goods/services from another source. If the price paid by CITY for goods/services procured from
another source under this paragraph is higher than the price under this agreement,
CONTRACTOR shall pay CITY the difference between those prices. CITY may deduct that
difference from any amount CITY owes CONTRACTOR.
t. Intelligent Transportation System (ITS). For all ITS property and services, the Contractor
agrees to comply with all applicable standards, orders or regulations issued pursuant to the
National ITS Architecture and Standards to the extent required by 23 U.S.C. Section 517(d) and
23 CFR part 655 and 940.
44. LOBBYING
CONTRACTOR shall comply with 31 U.S.C. 1352, which provides in part that no
appropriated funds may be expended by the recipient of a Federal contract, grant, loan, or
cooperative agreement to pay any person for influencing or attempting to influence an officer or
employee of any agency, a Member of Congress, an officer or employee of Congress, or an
employee of a Member of Congress in connection with any of the following covered Federal
actions: the awarding of any Federal contract, the making of any Federal grant, the making of
any Federal loan, the entering into of any cooperative agreement, and the extension,
continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or
cooperative agreement. CONTRACTORS who apply or bid for an award of $100,000 or more
shall file the certification required by 49 CFR Part 20, "New Restrictions on Lobbying." Each
tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay
any person or organization for influencing or attempting to influence an officer or employee
of any agency, a member of Congress, officer or employee of Congress, or an employee of a
member of Congress in connection with obtaining any Federal contract, grant or any other
award covered by 31 U.S.C. 1352. Each tier shall also disclose the name of any registrant under
the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-
Federal funds with respect to that Federal contract, grant or award covered by 31 U.S.C. 1352.
Such disclosures are forwarded from tier to tier up to the recipient.”
45. COMPLIANCE WITH FEDERAL, STATE, AND LOCAL LAWS
CONTRACTOR warrants and covenants that it shall fully and completely comply with all
applicable Federal, State, and Local laws and ordinances, and all lawful orders, rules and
regulations issued by any CITY with jurisdiction in all aspects of its performance of this
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agreement. CONTRACTOR shall hold CITY harmless from any claims or charges by reason of the
CONTRACTOR's or any subcontractor's failure to comply with the applicable laws or any
regulations adopted pursuant thereto and shall reimburse CITY for any fines, damages or expenses
of any kind incurred by it by reason of said failure. This paragraph shall survive the termination of
this agreement or any extensions thereof.
46. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS OR RELATED
ACTS
a. CONTRACTOR acknowledges that the provisions of the Program Fraud Civic Remedies Act of
1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, “Program Fraud Civil
Remedies”, 49 C.F.R. Part 31, apply to its actions pertaining to this agreement. Upon
execution of the underlying contract, CONTRACTOR certifies or affirms the truthfulness and
accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining
to the underlying contract or the FTA assisted project for which this contract work is being
performed. In addition to other penalties that may be applicable, CONTRACTOR further
acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim,
statement, submission, or certification, the Federal Government reserves the right to
impose the penalties of the Program Fraud Civil Remedies Act of 1986 on CONTRACTOR to
the extent the Federal Government deems appropriate.
b. CONTRACTOR also acknowledges that if it makes, or causes to be made, a false, fictitious, or
fraudulent claim, statement, submission, or certification to the Federal Government under a
contract connected with a project that is financed in whole or in part with Federal assistance
originally awarded by FTA under CITY of 49 U.S.C. § 5307, the Government reserves the right
to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307(n)(l) on CONTRACTOR, to
the extent the Federal Government deems appropriate.
c. CONTRACTOR agrees to include the above two clauses in each subcontract financed in whole
or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not
be modified, except to identify the subcontractor who will be subject to the provisions.
47. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS
The preceding provisions include, in part, certain Standard Terms and Conditions required by DOT,
whether or not expressly set forth in the preceding contract provisions. All contractual provisions required
by DOT, as set forth in FTA Circular 4220.1E are hereby incorporated by reference. Anything to the
contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a
conflict with other provisions contained in this Agreement. CONTRACTOR shall not perform any act,
fail to perform any act, or refuse to comply with any CITY requests, which would cause CITY to be in
violation of the FTA terms and conditions.
48. PRIVACY ACT
The following requirements apply to the CONTRACTOR and its employees that administer any system of
records on behalf of the Federal Government under any contract involving Federal Privacy Act requirements.
CONTRACTOR agrees to comply with, and assures the compliance of its employees with, the information
restrictions and other applicable requirements of the Privacy Act of 1974, 5 U.S.C. § 552a. Among other
things, CONTRACTOR agrees to obtain the express consent of the Federal Government before the
CONTRACTOR or its employees operate a system of records on behalf of the Federal Government.
CONTRACTOR understands that the requirements of the Privacy Act, including the civil and criminal
penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the
terms of the Privacy Act may result in termination of the underlying contract. CONTRACTOR also agrees to
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include these requirements in each subcontract to administer any system of records on behalf of the Federal
Government financed in whole or in part with Federal assistance provided by FTA.
49. INDEPENDENT CONTRACTOR
a. Neither of the parties hereunder shall be deemed to be the agent, employee, partner, or joint
venture of the other. CONTRACTOR is and should be an independent contractor performing
services under this agreement for the consideration herein set forth.
b. CONTRACTOR'S employees shall at all times be and remain the sole employees of
CONTRACTOR, and CONTRACTOR shall be solely responsible for payment of all employees'
wages and benefits. CONTRACTOR, without any cost or expenses to CITY, shall faithfully
comply with the requirements of all applicable State and Federal enactments with respect to
employer's liability, worker's compensation, unemployment insurance and other forms of
Social Security, and also with respect to withholding of income tax at its source from wages of
said employee and shall indemnify and hold harmless CITY from and against any and all liability,
damages, claims, costs and expenses of whatever nature arising from alleged violation of such
enactments or from any claims of subrogation provided for in such enactment or otherwise.
c. This agreement does not constitute a contract of employment between CITY and CONTRACTOR
or any agents, officers or employees of CONTRACTOR. After the expiration or termination of
this agreement, CONTRACTOR'S successor shall be permitted to hire any CONTRACTOR
employees previously employed on this program. At that time, in hiring a CONTRACTOR
employee or a former CONTRACTOR employee, CITY shall ensure and require that such
employment process fairly treat former CONTRACTOR employees as members of the general
public with no discrimination, no waiver of job advertising, no consideration of employee's
seniority with CONTRACTOR and no other privilege different from that accorded to members
of the general public.
50. TRANSITION TO FUTURE OPERATOR
Up to and for a minimum of thirty (30) days following the effective date of termination or expiration of
this agreement, CONTRACTOR shall provide to either CITY or any future operator selected by
CITY, CONTRACTOR'S full cooperation in the transition to the successor operator. This shall
include, at a minimum, consultation regarding labor and management issues (including a delineation
of wages and benefits by employee category), access to non-confidential personnel files and
maintenance records. CONTRACTOR shall provide its best professional effort to assure a smooth
transition from CONTRACTOR'S services to those provided by the new operator and shall cooperate fully
with CITY and the new operator to this end.
51. SEVERABILITY
If any provision of this agreement is held invalid or unconstitutional by any court of competent
jurisdiction, such decision shall have no effect on the validity of the remaining provisions of this
agreement and such remaining provisions shall continue to remain in full force and effect.
52. PRECEDENCE OF CONTRACT DOCUMENTS
The total agreement between the parties consists of the documents specified in this paragraph. In the
event of a conflict or ambiguity arising between said documents, or any term or condition therein, the
document having precedence shall be determined as follows:
a. Any supplemental agreements executed after the date of this agreement.
b. This agreement and attachments thereto, including Exhibit A (Scope of Work).
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c. Exhibits B (RFP) and C (CONTRACTOR’S proposal including any “Best & Final Offer”) to this
agreement.
53. ADDITIONAL TERMS
In the case of dispute the prevailing party in any action between the parties to this agreement, brought to
enforce the terms of this agreement, may recover from the other party its reasonable costs and attorneys’
fees in connection with such an action.
The validity in whole or in part of any provision of this agreement shall not affect the validity of other
provisions. CITY's failure to insist in any one or more instances upon the performance of any term or terms
of this agreement shall not be construed as a waiver or relinquishment of CITY's right to such performance
or to future performance of such a term or terms, and CONTRACTOR'S obligations in respect thereto
shall continue in full force and effect. Time shall be of the essence. Changes hereto shall not be binding
upon CITY except when specifically confirmed in writing by CITY.
IN WITNESS WHEREOF, the parties hereto have caused this agreement to be executed by and
through their respective officers thereunto duly authorized on the date written below their signatures.
ATTEST: CITY OF SAN LUIS OBISPO
__________________________ By:_________________________
Lee Price, MMC Mayor Jan Marx
Interim City Clerk
APPROVED AS TO FORM: CONTRACTOR:
First Transit Inc.
By: __________________________
J. Christine Dietrick Nick Promponas
City Attorney Its: Senior Vice President
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City of San Luis Obispo, Public Works, 919 Palm Street, San Luis Obispo, CA, 93401-3218, 805.781.7200, slocity.org
From: Daryl Grigsby, Director of Public Works
Prepared By: Gamaliel Anguiano, Transit Manager
SUBJECT: 2016 Award of SLO Transit Operations & Maintenance Contract Process - Summary
RECOMMENDATION
Award a four-year base contract, with the option of three individual one-year extensions, to First
Transit Inc. for the Operations & Maintenance of the SLO Transit Public Fixed-Route System to be
effective July 1st, 2016 through June 30th, 2020.
Background
The City of San Luis Obispo operates a fixed-route public transit system within City limits and
California Polytechnic State University (Cal Poly) campus. Vehicle operations and vehicle
maintenance are provided under contract by a third party vendor since 1996 and has had various
vendors/contractors to perform these duties since then. The current contract was awarded to First
Transit Inc. on June 6th, 2006. That contract term called for a base three-year contract and the
possibility of seven one-year extensions. All one-year extension options were approved by Council
and are now exhausted. The contract termination date is set for June 30th, 2016.
RFP Process
Staff received approval from Council on December 15th, 2015 to release a Request for Proposal
(RFP) for the continual acquisition of these services from a qualified and responsible vendor.
Ensuing, staff made notice of the RFP on the City’s website, local periodicals, trade publications and
e-bid board. An overview and tour of the transit system was given at the preproposal conference
held on January 27th, 2016 and whereby 20-25 individuals from various firms attended. February
5th marked the deadline for submitting questions for clarification and soon after, on February 19th,
and addendum was posted addressing the questions and comments that came in. March 9th
marked the deadline for proposals to be delivered.
SLO Transit received a total of seven proposals from various firms, including: MV Transportation,
National Express, Silverado, Storer Transit Systems, First Transit Inc., Roadrunner and Transdev. As
specified in the RFP, proposals were scored based on “best-in-value” as defined by the Federal
Transit Administration (FTA), whereby the ability to meet technical merit was scored before
consideration of costs by the Evaluation Committee. The inter-disciplinary Evaluation Committee
consisted of two City staff persons, a representative from the San Luis Obispo Council of
Governments (SLOCOG), a representative from CalPoly staff and a member of the Mass
Transportation Committee (MTC) as an observer to the process.
The Evaluation team scored all submitted proposals independently. The combine technical
evaluation scores then defined the top three firms. Only these firm’s Cost Proposals were opened
up to determine if they were within competitive range of each other. If one of these proposals had
been significantly out of range (above) with the other two, it would have been disqualified as not
being applicable for a “best-in-value” determination. A consideration was also given to the fourth
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place scored proposal to see if it was statistically indistinguishable (within a few points) from the
third place scored proposal. However, there was a clear demarcation between the third place
scored proposal and the fourth; and all three top scored proposals were within competitive range
of each other.
Table 1: RFP Proposal Evaluation Scores
The top three scored proposing firm were invited to continue on in the evaluation process.
Interviews with corporate organization representatives and the proposed management team
(General Manager, Maintenance Manager and Operations/Safety Manger) were held on April 5th.
Another round of evaluations and scoring was given based on the interview and qualifications of
both the firm and proposed management team by a second evaluation team relevant to monitoring
day-to-day operations.
Table 2: Group Interview Scores
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The results of the extensive RFP and Evaluation Committee(s) scoring process suggests that the
contract for the operations & maintenance of the SLO Transit system should be again awarded to
First Transit Inc. Not only did First Transit Inc. score the highest in both the technical and interview
evaluations, but they also had the lowest proposed cost of three top scoring vendors, representing
a true “best-in-value” ranking. Staff therefore entered into negotiation with First Transit in order to
receive First Transit’s Best and Final Offer.
The contract term would be for a base four-year contract and the possibility of three one-year
extensions, as approved by Council.
Table 3: Cost Proposal Comparison Analysis
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FISCAL IMPACT
First Transit Inc.’s initial proposal was already the lowest proposed cost of the top three technically
rated firms. This remains true even after netting out “Start-Up Cost” and extra “Tech” line items
the non-incumbent proposers included.
Table 5: Cost Analysis Net of Extra Costs
Furthermore, Federal Transit Administration allows for service purchasers to enter into “Best and
Final” cost negotiations. By shifting some proposed costs from “Variable Rates” to “Fixed Rates,
staff was able to achieve over a $26,000 savings over the life of the contract. First Transit’s “Best
and Final offer” cost proposal represents a modest 3% increase from the current contract and
lower than originally anticipated.
Table 6: First Transit 2016 Original Cost Proposal
Table 7: Negotiated First Transit Best and Final Offer
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First Transit, Inc.
600 Vine Street, Suite 1400
Cincinnati, OH 45202
Phone: 513-241-2200
Fax: 513-684-8852 May 2, 2016
Gamaliel Anguiano sent by email to GAnguiano@slocity.org
Transit Manager
City of San Luis Obispo
919 Palm Street
San Luis Obispo, CA 93401
Re: Adjustments – Pricing Submittal for Request for Proposal (RFP) Specification - 91433;
Operation and Maintenance of Fixed Route, Public Transit Services
Dear Mr. Anguiano,
Please find in the attached file our pricing with the adjustments we discussed at our meeting
last Friday. We moved the Road Supervisor wage and benefits costs from the variable cost
lines to fixed costs thus reducing the variable rate to $30.06 in year one.
Additionally, we reexamined our total annual miles and adjusted the deadhead portion which
had a positive effect on our liability insurance and maintenance costs. The revised price pages
also reflect these adjustments.
Equally important, we have revisited our efforts to positively impact driver retention. Above all
else, we have always stressed providing a respectful workplace and paying attention to the
details that impacts each employee’s workday. We are revisiting internal communications
among our operating staff to ensure that every day, employees are greeted when they come
to work and then thanked for a job well done.
We are re-evaluating our recruiting efforts and plan to utilize our expanded corporate
recruiting team to assist with job fairs in San Luis Obispo. Other efforts will include the
following:
Our General Manager Al Rusco is taking a training seminar to boost our
“onboarding experience” that in part is geared towards creating a stronger
commitment among new employees about working for SLO Transit.
Offering a $500.00 hiring bonus to trainees.
Offering a $500.00 hiring bonus to existing hourly staff for their efforts.
Our General Manager has reached out to our region recruitment expert and
requested a review of our local processes including tracking where each applicant
has heard about the open positions.
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We will institute a more formal exit interview program to better track why people
leave.
We will add a “catch them doing right” program and give operators small
rewards like $5.00 - $10.00 dollar gift cards when we see them doing well in the
field.
We will concentrate on delivering a positive message to our employees, even when
the information must include corrective action.
The net incentives that we earn through excellent service for the City will be
distributed to the hourly employees either as cash rewards and/or fun gifts or
events.
First Transit is committed to continually improving the service that we provide to the City of
San Luis Obispo. We want to continue to work with the City on route changes that will improve
service for our passengers and help reduce some of the on-the-job stress for our employees.
And, we will remain committed to providing the safest possible service and will do so in a
professional and efficient manner.
Thank you for this opportunity.
Sincerely,
Jim Rude
Director of Business Development
First Transit, Inc.
913 915-1061 (cell)
913 871-1255 (fax)
Jim.rude@firstgroup.com
Cc: Don Swain
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Budget Elements Year Year Year Year
One Two Three Four
Office Expenses:
Site Manager Wages 82,150$ 83,793$ 85,469$ 87,178$
Site Manager Benefits 24,495$ 25,450$ 26,448$ 27,490$
Operations Supervisor Wages 222,599$ 226,711$ 230,900$ 235,166$ Ops Mgr, Admin Clerk
Operations Supervisor Benefits 66,166$ 68,698$ 71,343$ 74,107$ & Dispatchers
Road Supervisor Wages 101,858$ 103,691$ 105,558$ 107,458$
Road Supervisor Benefits 33,964$ 35,236$ 36,562$ 37,945$
Non-Revenue Vehicles $22,672 $24,000 $25,357 $26,095
Insurance:
Materials and Supplies $5,233 $5,233 $5,233 $5,245 Computer/Shop Capital
Telecommunications 16,888$ 17,310$ 17,743$ 18,186$
Other (Vehicle Liability Ins):$51,355 $52,376 $53,414 $54,478
$5,703 $5,817 $5,932 $6,051
$33,719 $34,562 $35,426 $36,312
6,800$ 6,970$ 7,144$ 7,323$
Subtotal 673,603$ 689,848$ 706,530$ 723,034$
Operating Expenses:
Trainer Wages
Trainer Benefits
Driver Wages 719,522$ 742,546$ 768,649$ 792,410$
Driver Benefits $227,873 $237,610 $248,148 $258,699
Physical/Drug Tests $3,888 $3,985 $4,085 $4,187
Materials & Supplies
Uniforms $14,556 $14,920 $15,293 $15,675
Other (Identify):
$12,644 $12,960 $13,284 $13,616
Subtotal 978,483$ 1,012,021$ 1,049,459$ 1,084,587$
Maintenance Expenses:
Maintenance Manager Wages 69,958$ 71,357$ 72,784$ 74,240$
Maintenance Manager Benefits 20,960$ 21,775$ 22,626$ 23,515$
Mechanic Wages 87,315$ 88,887$ 90,487$ 92,115$
Mechanic Benefits 27,350$ 28,336$ 29,363$ 30,433$
Other Maintenance Labor 49,285$ 50,172$ 51,075$ 51,994$
Other Maintenance Benefits 9,964$ 10,228$ 10,500$ 10,781$
Maintenance parts & Supplies $107,731 $87,321 $100,047 $104,821
ATTACHMENT 3
SLO TRANSIT PROPOSAL COST FORM
General Liability Insurance
Facility Utilities & Expenses
Office Supplies
Safety/Recruiting
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Cleaning Supplies $2,811 $2,867 $2,922 $2,978
Lubricants & Fluids $5,124 $5,124 $5,123 $5,122
Materials & Supplies
Other (Identify):
$14,694 $15,061 $15,437 $15,823
Subtotal 395,191$ 381,127$ 400,364$ 411,824$
Other Expenses:
Start Up Costs -$ -$ -$ -$
Performance Bond 3,051$ 3,181$ 3,376$ 3,561$
Corporate Overhead & Support $88,484 $90,037 $93,204 $95,931
Management Fee $55,303 $56,273 $58,252 $59,957
Other (Identify)
16,368$ 16,777$ 17,196$ 17,626$
$1,625 $1,666 $1,707 $1,750
Subtotal 164,831$ 167,934$ 173,735$ 178,825$
Operating & Maintenance Expense 1,373,674$ 1,393,147$ 1,449,823$ 1,496,411$
Revenue Vehicle Insurance Expense 673,603$ 689,848$ 706,530$ 723,034$
Monthly Fee (Fixed Costs)98,522.52$ 98,877.76$ 102,267.94$ 104,933.78$
Vehicles Service Hour Rate (Variable Costs)30.06$ 31.09$ 32.25$ 33.32$
Insurance Rate Per Revenue Vehicles 251.74$ 256.74$ 261.83$ 267.05$ Per Rev Veh / Per Mos
offer shall remain in effect for 90 days from the date set for opening proposals unless withdrawn pursuant to the conditions of the subject RFP.
Name of Proposing Firm:
Signature: Date:
Person Authorized to Bind Proposing Firm
Signer's Name:
Title:
First Transit, Inc.
Environmental Charges
Payroll/IT Services
Travel
The above budget breakdown and the other attached materials represent an offer to do work as described in this proposal. It is understood that this
May 2, 2016
Bradley Thomas
President
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Year 1 Year 2 Year 3 Year 4
Office Expenses Subtotal 553,904$ 567,580$ 581,637$ 595,439$
Insurance / Other Subtotal (Less Auto Liability)$68,344 $69,892 $71,479 $73,117
Maintenance Expense Subtotal 395,191$ 381,127$ 400,364$ 411,824$
Other Expenses Subtotal 164,831$ 167,934$ 173,735$ 178,825$
1,182,270$ 1,186,533$ 1,227,215$ 1,259,205$
12 12 12 12
98,522.52$ 98,877.76$ 102,267.94$ 104,933.78$
Year 1 Year 2 Year 3 Year 4
Operating Expenses Subtotal 978,483$ 1,012,021$ 1,049,459$ 1,084,587$
978,483$ 1,012,021$ 1,049,459$ 1,084,587$
32,546 32,546 32,546 32,546
30.06$ 31.09$ 32.25$ 33.32$
Year 1 Year 2 Year 3 Year 4
Vehicle Liability Insurance Subtotal $51,355 $52,376 $53,414 $54,478
51,355$ 52,376$ 53,414$ 54,478$
17 17 17 17
3,020.88$ 3,080.93$ 3,141.99$ 3,204.58$
12 12 12 12
251.74$ 256.74$ 261.83$ 267.05$
Year 1 Year 2 Year 3 Year 4
Total Annual Fixed Costs 1,182,270$ 1,186,533$ 1,227,215$ 1,259,205$
Total Annual Variable Hours Costs 978,483$ 1,012,021$ 1,049,459$ 1,084,587$
Total Annual Variable Ins Costs 51,355$ 52,376$ 53,414$ 54,478$
2,212,108$ 2,250,930$ 2,330,088$ 2,398,270$
# of Vehicles
Explanation of Cost Elements from SLO Transit Cost Proposal Form
FIXED COSTS
# of Months
TOTAL FIXED COSTS
Cost Per Month
VARIABLE COSTS - HOURS
TOTAL VARIABLE COSTS HOURS
Vehicle Service Hours
Cost Per Vehicle Service Hour
VARIABLE COSTS - VEHICLE INS
TOTAL VARIABLE COSTS VEH INS
Cost Per Vehicle - Annual Liability Ins
# of Months
Cost Per Vehicle Per Month
Total Annual Fixed and Variable
SUMMARY OF TOTALS
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Transit Fund Review
June 14, 2016
Presented By: Gamaliel Anguiano, Transit Manager
Ryan Betz, Administrative Analyst
FY 2016-17:
Supplemental Budget Review
Presentation Overview
1.Review of Recommendations
2.2015-16 Accomplishments
3.Summary for Recommendation of Award
of Operations & Maintenance Contract
4.Major Assumption Changes
(Expenditures & Revenues)
5.Transit Fund 5-Year Forecast
TRANSIT FUND:
2016-17 Supplemental Budget Review
Staff Recommendations:
TRANSIT FUND:
2016-17 Supplemental Budget Review
1.Review and accept the Fiscal Year 2016-17 Transit Enterprise Fund
Report
2.Conceptually approve the FY 2016-17 Transit budget with the adoption
of the 2015-17 Financial Plan Supplement
3.Approve a four-year contract with First Transit, Inc. to operate and
maintain the City’s Transit system
4.Authorize the City Manager to execute a one-year agreement extension
with Cal Poly for continuation of the Subsidy Agreement for Free Fare
ridership on SLO Transit
5.As part of Short Range Transit Plan consideration (September, 2016),
bring forward final recommendations for service changes and capital
improvement investments
6.Approve the appropriation of grant money, in the amount of $186, 636,
for the upgrade of the SLO Transit Automatic Vehicle Location system.
2015-16 Accomplishments:
1.Record Ridership (1.2 million projected)
2.Introduction of new San Luis Drive (High School area) Tripper bus service
3.Introduction of Kennedy Library Tripper Service
4.RFP for Operations & Maintenance contract
TRANSIT FUND:
2016-17 Supplemental Budget Review
RFP - Recommendation of Award
TRANSIT FUND:
2016-17 Supplemental Budget Review
RFP
- Release RFP 12/15/15
- Preproposal Conf.
1/27/16
- Deadline for Proposals
3/9/16
- Seven Proposals
Received
Evaluation of Proposals
Top 3 Firm Interviews
First Transit – 117.6
MV Transport – 117.5
National Express –
111.1
Cost Evaluations
First Transit –
$9,218,132
National Express –
$9,386,628
MV Transport –
$ 9,441,007.87
First Transit - 283 pts.
Nat’l Express.– 250 pts
MV Transport.– 249 pts.
Transdev.– 220 pts.
Storer Sys. – 175 pts.
RoadRunner.– 162 pts.
Silverado– 150 pts.
Contract Award Conclusions – First Transit
TRANSIT FUND:
2016-17 Supplemental Budget Review
Evaluation of Proposals
1.Significant Experience and knowledge of SLO
Transit system and community
2.Technical Proposal was considered best overall
3.Management team Interviews were on par or better
than other teams
4.Lowest price for services of short list contractors
Summary of totals FY 2016-17 Chg FY 2017-18 Chg FY 2018-19 Chg FY 2019-20 Chg
Total Annual Cost 2,212,108$ 3.93%2,250,930$ 1.75%2,330,088$ 3.52%2,398,270$ 2.93%
Four Year Avg: 3%
Major Assumption (Changes) - Expenditures
1.Rebid Operations &
Maintenance Contract (lower
costs than anticipated)
2.Renegotiation of CalPoly
Subsidy Agreement (1 Yr.
Extension w/ 3% increase
Anticipated)
3.Recommendations of the Short
Range Transit Plan (Council
consideration in the Fall)
4.$186,636, (grant) for the
upgrade of the SLO Transit
Automatic Vehicle Location
(AVL) system.
TRANSIT FUND:
2016-17 Supplemental Budget Review
Major Assumption (Changes) - Revenues
1.Federal Transit Administration (FTA)
grant revenue is expected to meet
projections for FY 15-16 and FY 16-17
2.Transportation Development Act
(ADA) State revenue is expected to
be lower than projected.
3.Staff is able to shift previously
unspent State funding to offset the
reduction in revenue. Sufficient
working capital exists to help in
address funding shortfalls
4.$186,636 (grant) for the upgrade of
the SLO Transit Automatic Vehicle
Location (AVL) system.
TRANSIT FUND:
2016-17 Supplemental Budget Review
Revenues & Expenditures Projections:
Revenues:
1.Federal grants are expected to
meet projections
2.State grants are expected to be
lower than projections
3.State Prop 1B Grant for upgrade
of AVL system
Expenditures:
1.Operation expenditures are
expected to be lower than
projections
2.Cost allocation costs are slightly
higher
3.Upgrades to the AVL system
TRANSIT FUND:
2016-17 Supplemental Budget Review
Transit Fund Outlook:
TRANSIT FUND:
2016-17 Supplemental Budget Review
Mid-Year
2015-16
Adopted
2016-17
Revised
2016-17
Projected
2017-18
Projected
2018-19
Projected
2019-20
TOTAL REVENUES:4,855,059 3,734,464 3,747,050 3,671,316 4,614,499 4,878,230
TOTAL EXPENDITURES:5,792,435 3,887,497 3,965,732 3,853,647 5,200,081 5,519,742
Other Sources (Uses)
TOTAL OTHER SOURCES:250,000 0 (4,200)(58,081)(76,041)(21,550)
Revenues and Other Sources
(Over/Under) (687,377)(153,033)(222,882)(240,412)(661,623)(663,062)
Working Capital, Beginning of Year 2,825,195 702,876 2,137,819 1,914,938 1,674,526 1,012,902
Working Capital, End of Year Fund 2,137,819 549,842 1,914,938 1,674,526 1,012,902 349,841
CHANGES IN FINANCIAL POSITION - TRANSIT FUND
Updated Transit Service Contract Language
Under Section 23. CHANGES
•CITY, without invalidating this agreement may order additions to or
deletions from the work to be performed. Such changes shall be specified
to CONTRACTOR in writing. If justified, the "Maximum Obligation" will be
adjusted accordingly. New provisions must be mutually agreeable to both
CITY and CONTRACTOR. A shift of vehicle service hours between services
within the maximum value or an increase or decrease of up to fifteen (15%)
ten percent within the current span of service would not constitute a change
as defined in this agreement, but any such shift or change shall only occur
at the direction of CITY.
TRANSIT FUND:
2016-17 Supplemental Budget Review
Staff Recommendations:
TRANSIT FUND:
2016-17 Supplemental Budget Review
1.Review and accept the Fiscal Year 2016-17 Transit Enterprise Fund
Report
2.Conceptually approve the FY 2016-17 Transit budget with the
adoption of the 2015-17 Financial Plan Supplement
3.Approve a four-year contract with First Transit, Inc. to operate and
maintain the City’s Transit system
4.Authorize the City Manager to execute a one-year agreement
extension with Cal Poly for continuation of the Subsidy Agreement for
Free Fare ridership on SLO Transit
5.As part of Short Range Transit Plan consideration (September, 2016),
bring forward final recommendations for service changes and capital
improvement investments
6.Approve the appropriation of grant money, in the amount of $186,
636, for the upgrade of the SLO Transit Automatic Vehicle Location
system.
Questions
TRANSIT FUND:
2016-17 Supplemental Budget Review