Escalon City Council
April 6, 2026

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4. Community Feedback:
• Distribute regular surveys and/or hold community meetings to gather feedback from passengers.

Use this feedback to make informed decisions about service improvements and adjustments. A minimum of one outreach event or survey should be held annually.

INTENT OF THE STANDARDS
The intent of these performance standards is to ensure that eTrans operates efficiently, sustainably, and responsively. By focusing on operational efficiency, cost-effectiveness, ridership, utilization, and community feedback, these standards aim to:
• Enhance Operational Performance: By monitoring and improving operating speeds, eTrans can ensure timely and efficient service delivery. • Ensure Financial Sustainability: Tracking cost per passenger helps to maintain financial health and identify areas for cost savings.
• Promote Ridership Growth: Setting and achieving ridership targets ensures that the transit system is well-utilized and meets the needs of the community. • Foster Community Engagement: Regularly gathering and acting on community feedback ensures that eTrans remains responsive to the needs and preferences of its passengers.

IMPROVEMENT IN ETRANS BY ACHIEVING THESE STANDARDS
Achieving these performance standards will lead to significant improvements for eTrans:
• Improved Efficiency: By continuously monitoring and enhancing operational efficiency, eTrans can provide faster and more reliable service, reducing travel times and improving passenger satisfaction.
• Enhanced Financial Management: Regular tracking of cost per passenger ensures that eTrans operates within its budget and identifies opportunities for financial improvements, contributing to long-term sustainability.
• Increased Ridership: By setting and achieving targets for ridership growth, eTrans can ensure that its services are well-utilized, providing maximum benefit to the community and justifying investments in transit infrastructure.
• Responsive Service Adjustments: Gathering and incorporating community feedback allows eTrans to make data-driven decisions that reflect the needs and preferences of its passengers, leading to a more responsive and user-focused transit system.

The new performance standards for eTrans provide a comprehensive framework for monitoring, evaluating, and improving the transit system's operations. These standards set clear, measurable goals that will guide eTrans in delivering efficient, sustainable, and responsive transit services.

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SERVICE STANDARDS SUMMARY
The revised service standards for eTrans provide a comprehensive framework for delivering highquality, efficient, and accessible transit services to the residents of Escalon. The standards are mode agnostic and focus on rider experience rather than operation of the system. Metrics for the standards are included above when they can be measured by a specific metric. By setting clear, measurable goals in the areas of Safety, Accessibility, Experience, and Performance, eTrans is committed to continuous improvement and ensuring that eTrans meets the evolving needs of the City. Through these standards, eTrans aims to foster a transit system that is inclusive, user-friendly, and sustainable, enhancing the overall mobility and quality of life for all residents.

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Figure 59 – eTrans New Standards Summary and Recommended Measures eTrans New Standards Summary and Recommended Measures
Category Current Status
(FY 2023-24) Standards and Measures Minimum/ Maximum Target - Miles between Accidents 1 100,000 Miles Between
Accidents
200,000 Miles
Between Accidents
- Annual Fatalities 0 0
- Annual Injuries 0 0
100%
Ensure at least 90% of the population is
within ¼ mile or a five-minute walking
distance from a fixed transit route or has
access to a dial-a-ride service.
90% 100%
100% Percentage of Buses, and Transit facilities
that are ADA Accessible 100% 100%
100% Percentage of Schools, Grocery Stores, and
Social Services within 1/4 mile of transit 90% 100%
6%
Ensure that travel time on public transit is
no more than 30% slower than travel time
by a single-occupancy vehicle for the same
trip.
30% 25%
85% Maintain strong on-time performance, and
limit service interruptions.
85% 95%
100%
Equip all vehicles with climate control and
ensure a seat is available for every
passenger. Provide shelters and benches
at bus stops with five or more average
daily boardings and at key locations.
90% 100%
--
Maintain high standards of cleanliness
and vehicle maintenance. Provide clear
and accessible information about services,
schedules, and fare options through
various channels, including online
platforms and printed materials. Minimize
the number of valid tranist service related
complaints.

Less valid complaints per
year than 1% of
systemwide ridership.

Less valid
complaints per year
than 0.5% of
systemwide
ridership.

1.33 Maintain or improve systemwide
passenger trips per service hour. 1.33 2.00
$92.77
Maintain or improve systemwide cost per
passenger trip adjusted annually for
inflation.(1)
$95.55 $94.16
-12.8% (2)
Maintain or exceed ridership growth
comparable to the change in the City's
population.(3)

0.7% 1.4%
Met
Conduct annual surveys and ongoing
engagement (e.g., pop-ups, workshops,
online tools) to guide data-driven service
improvements.

One annual outreach
event or survey to solicit
feedback on transit
services.

More than one
annual outreach
event or survey to
solicit feedback on
transit services
Recommended SRTP Standards
(FY 2025-26)
Safety Standards
System Accessibility
Standards
Service Experience
Standards
Note 3: Ridership/Utilization measures of standard based on projected population by the San Joaquin County Demographic and Employment Forecast (2025) rather than actual change in population, minimum standard should be adjusted to the actual City population growth rate, and the target should be adjusted to double the actual population growth rate.

Note 1: Cost control minimum standard should be adjusted annually according to the change in Consumer Price Index (CPI). Target standard should be adjusted annually according to half the change in CPI.

Performance
Standards
Note 2: Represents the annualized ridership rate of change over the past five years FY 19-20 through FY 23-24. This was impacted by the Covid19 pandemic, the City's population declined by 0.9% annually over the same time period.

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COMMUNITY OUTREACH AND PUBLIC INPUT

INTRODUCTION
Public participation is a foundational component in shaping responsive and effective transit services. Recognizing the unique challenges faced by small and rural communities, eTrans undertook a thorough and multi-faceted community engagement approach to understand residents' transportation needs. Escalon’s demographic profile, including significant senior populations, migrant workers, students, and a growing number of residents relocating from urban areas, underscores the importance of diverse stakeholder feedback in identifying transit system strengths and opportunities for improvement.

Feedback was collected through targeted passenger surveys, community meetings, and stakeholder listening sessions conducted in September 2024 and March 2025. This comprehensive engagement approach provided critical insights, enabling eTrans to align service offerings closely with community priorities.

COMMUNITY ENGAGEMENT PROCESS AND METHODOLOGY
Community engagement activities were executed in two phases:
• Passenger Surveys: Conducted in September 2024 onboard Route 35 and Dial-A-Ride services to assess rider usage patterns, dependence on transit, service satisfaction, barriers to access, and awareness of transit programs.
• Stakeholder Listening Sessions: Conducted in March 2025 with representatives from key community groups. These sessions were held virtually via Zoom, by phone, and in person.

A total of 17 survey responses were collected, representing approximately 75% of the daily ridership, providing a significant sample size relative to overall usage, given eTrans’ small ridership numbers.

DETAILED ENGAGEMENT WITH KEY COMMUNITY GROUPS
Escalon Chamber of Commerce
The Escalon Chamber of Commerce was engaged due to its pivotal role in representing local businesses and commercial interests. The Chamber provides insights into economic drivers, employee transportation needs, and customer access. The Chamber identified several key areas for improved transit connectivity:
• Enhanced transit service frequency and reliability to Downtown Escalon to attract and retain shoppers and visitors, bolstering local businesses. • Improved employee transportation options to Escalon Business Park, especially during peak commuting hours, ensuring timely and reliable employee commutes. • Stronger regional transit connections to major destinations, such as Kaiser Permanente Medical Center in Modesto and Modesto’s Vintage Faire Mall, facilitating easier travel for

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medical appointments and shopping, significantly impacting quality of life and economic interaction.

Escalon Unified School District
The Escalon Unified School District serves as a critical community stakeholder due to its direct impact on students, families, and daily commuting patterns. Engagement with the district aimed to align transit services more effectively with educational schedules and student activities. Key feedback included:
• Adjust transit schedules to better align with school hours, after-school activities, and special events, improving accessibility and convenience for students and families. • Provide more direct public transit connections between schools and downtown Modesto and Stockton, expanding educational and recreational opportunities for students. • Enhance targeted outreach to students and parents, increasing awareness of available transit services and programs, promoting greater utilization of public transportation.

Senior Community (“Senior Fun Bunch”)
Senior citizens represent a vital transit-dependent demographic with specific mobility needs.

Engagement with seniors at the Escalon Community Center aimed to address barriers seniors face, enhancing their independence and quality of life. Seniors provided detailed feedback on:
• Development of highly accessible, door-to-door transit services to facilitate medical appointments, grocery shopping trips, and social activities, significantly enhancing quality of life and independence.
• Expansion of affordability options through discounted or free transit fares for seniors, addressing financial barriers and encouraging increased transit use. • Improvements in bus accessibility, such as low-floor buses, and the creation of user-friendly transit guides to reduce barriers for elderly users, enhancing overall transit usability.

COMMUNICATION AND OUTREACH PREFERENCES
Stakeholders identified preferred communication methods, including multilingual flyers, brochures, community event participation, social media, and local media outlets. Emphasizing these channels in future outreach efforts will ensure broader community awareness and engagement.

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Figure 60 - Preferred Method of Receiving Information

KEY FINDINGS FROM PASSENGER SURVEYS
• High Transit Dependence: All survey respondents indicated reliance on public transit for essential daily activities.
• Transit Usage Patterns: Most respondents frequently used Route 35, primarily for shopping, healthcare appointments, and personal errands, with limited work- or schoolrelated transit usage. • Limited Awareness: A notable gap in awareness regarding the eTrans on the GO voucher program was identified, emphasizing a need for enhanced outreach. • Affordability and Accessibility: Respondents strongly favored maintaining affordable transit fares, ensuring ADA-compliant buses, and convenient service scheduling. • Potential Need to Rebrand: Respondents reported that the current brand feels old and is associated with infrequent service. The eTrans branding has been in place since the start of the agency in 2008; a rebrand signals improvements are underway and could attract a new generation of passengers.

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Figure 61 - Frequency of Transit Usage

CONCLUSION
Feedback from the comprehensive community engagement process has been integral in shaping eTrans’ strategy. Ongoing community engagement will be critical in ensuring that future service improvements remain responsive, sustainable, and supportive of the diverse transportation needs of Escalon residents.

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TRANSIT NEEDS AND OPPORTUNITIES
This section provides a detailed synthesis of findings from the comprehensive community outreach process outlined in Section 4 and thorough analyses of transit performance data. It identifies the primary mobility challenges facing eTrans and presents evidence-based opportunities for strategic improvements. The insights herein aim to inform thoughtful, strategic decision-making designed to halt declining ridership, enhance service quality, and optimize transit effectiveness within eTrans’s limited fiscal resources.

SUMMARY OF IDENTIFIED TRANSIT OPPORTUNITIES
Community engagement activities, coupled with performance analyses, have clearly illuminated several key opportunities for advancing transit services:
• Enhanced Service Frequency and Optimized Scheduling: Community feedback emphasized a strong demand for more frequent services and schedule adjustments.

Specifically, residents noted the need for increased transit availability during peak commuting hours for employment and education, as well as enhanced midday and off-peak services tailored to seniors and others who rely heavily on transit for healthcare appointments and routine errands.
• Improved Regional Connectivity: There is significant community interest in bolstering transit connections to major neighboring urban centers, notably Modesto and Stockton.

Improved regional linkages would enhance access to employment, educational institutions, healthcare providers, commercial hubs, and other essential regional destinations, significantly enhancing the utility of eTrans for a broader demographic. • Expanded Accessibility and ADA Compliance: The community outreach revealed a pronounced need for more accessible transit infrastructure and services. Recommendations include expanding door-to-door transportation options, particularly for Escalon’s sizable senior population and residents with disabilities, ensuring full compliance with ADA standards, and providing tailored mobility solutions.
• Affordable and Accessible Transit Solutions: Sustaining affordability emerged as a crucial issue, particularly given Escalon’s demographics, with many seniors and low-income residents reliant on cost-effective transportation options. Strengthening awareness and ease of access to existing subsidy programs, notably the "eTrans on the Go" Uber voucher system, can substantially alleviate mobility barriers and incentivize higher transit usage.

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ANALYSIS OF RECENT RIDERSHIP TRENDS
A detailed review of ridership data underscores a significant, ongoing decline in eTrans utilization:
• Route 35 Performance: From FY 17-18 through FY 23-24, ridership on Route 35 declined dramatically by approximately 11%, decreasing from 1,036 passengers to 934 passengers.

This reduction indicates that the current service model does not adequately align with community transportation needs.
• Annual Ridership Trends: Overall, annual ridership across eTrans services experienced a notable decrease of approximately 40%, declining from 2,126 passengers in FY 15-16 to 1,279 passengers in FY 23-24. These figures suggest an urgent need to reevaluate existing services and tailor improvements to better align transit offerings with community demands.

The substantial decline in ridership strongly highlights the necessity for strategic revisions to the existing transit framework, specifically targeting areas of inefficiency and unmet community needs.

NAVIGATING RESOURCE CONSTRAINTS FOR SUSTAINABLE TRANSIT GROWTH Considering eTrans’s limited financial resources, stable yet constrained population growth, and the existing operational environment, strategic prioritization is imperative. The city must focus on costeffective, targeted improvements rather than broad, resource-intensive expansions. Potential strategies include incremental enhancements in service frequency, strategic adjustments to route alignments, enhanced inter-agency coordination, and robust community outreach programs to maximize existing resources. Prioritizing these practical, lower-cost interventions will allow eTrans to effectively address immediate transit needs while laying the groundwork for sustainable longterm growth.

STRATEGIC OPPORTUNITIES AND RECOMMENDATIONS
To successfully revitalize eTrans and stimulate sustainable ridership growth, the following targeted recommendations are proposed:
• Targeted Service Enhancements: Implement specific schedule improvements during peak and off-peak periods, informed by detailed ridership data and community input. • Regional Partnership Development: Actively seek strategic partnerships with neighboring transit agencies and regional planning bodies to enhance regional connectivity, optimize route efficiencies, and share transit resources.
• Accessibility Improvements: Prioritize infrastructure and service upgrades to fully meet ADA standards and increase the availability of flexible, demand-responsive services that specifically cater to seniors and individuals with disabilities. • Strengthened Communication and Outreach: Develop a comprehensive marketing and outreach campaign to enhance community awareness and maximize utilization of existing transit services and subsidies, specifically targeting segments of the population most reliant on public transportation.

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CONCLUSION
Strategically addressing the identified transit opportunities within eTrans’ constrained fiscal environment presents a viable path toward reversing ridership declines, significantly enhancing mobility for transit-dependent residents, and contributing positively to the city's overall community vitality. Implementing these targeted, actionable recommendations will enable eTrans to more effectively meet community transit needs, fostering long-term sustainability and significantly improving overall quality of life for Escalon residents.

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RECOMMENDATIONS
The purpose of this section is to outline specific, actionable transit service recommendations designed to address the mobility needs and opportunities identified throughout this SRTP.

Recommendations have been developed through comprehensive community feedback, analysis of detailed ridership trends, demographic considerations, and the unique operational constraints facing eTrans.

Given eTrans’s limited financial and capital resources, these recommendations intentionally emphasize cost-effective, practical solutions that can realistically be implemented within existing budget constraints. It is important to recognize that significant ridership growth opportunities are inherently limited due to the City’s stable population size, rural environment, and relatively dispersed development patterns. eTrans currently experiences declining ridership and faces substantial operational and financial limitations.

The recommendations outlined here balance the necessity to enhance mobility for transitdependent populations, particularly seniors, students, and low-income households, with realistic expectations regarding growth potential and available resources. The goal is to achieve meaningful improvements in service quality and accessibility while remaining fiscally responsible and sensitive to Escalon’s unique community context.

GUIDING PRINCIPLES FOR RECOMMENDATION DEVELOPMENT
The development of transit service recommendations for eTrans is guided by several key principles intended to ensure effectiveness, feasibility, and sustainability. These principles reflect the community’s values, transit best practices, and practical realities of operating in a small, rural city:
• Cost-effectiveness: Prioritize transit solutions that provide the greatest community benefit and operational efficiency relative to their cost.
• Responsiveness to community input: Ensure transit services are designed based on direct community feedback and stakeholder engagement.
• Accessibility and equity: Improve mobility and service accessibility for transit-dependent populations, ensuring equitable transportation options for all community members. • Service reliability: Maintain consistent, dependable transit operations to build rider trust and encourage regular transit use.
• Feasibility and resource sustainability: Develop recommendations that align with existing financial and operational constraints to ensure long-term service sustainability. • Realistic growth expectations: Recognize inherent limitations in potential ridership growth due to Escalon’s population size and rural nature, aligning recommendations with achievable outcomes.

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Additionally, transit options were researched and evaluated by examining transit operations in similar-sized cities with comparable demographics and operational characteristics to eTrans. This comparative analysis informed the development of realistic, practical recommendations tailored specifically for eTrans.

By adhering to these guiding principles and leveraging insights from comparable transit systems, eTrans can implement transit solutions that effectively address identified community needs while remaining operationally sustainable and fiscally responsible.

DETAILED EVALUATION OF TRANSIT SERVICE ALTERNATIVES
eTrans currently operates a hybrid model combining flexible fixed-route services (Route 35) and ondemand Dial-A-Ride. This evaluation section explores multiple alternative service delivery models, analyzing potential benefits, limitations, and feasibility based on experiences from comparable transit systems nationwide.

Status Quo – Maintain Existing Flex Fixed-Route and Dial-A-Ride Hybrid • Current Operations: eTrans currently provides a hybrid model combining flexible fixedroute service with Dial-A-Ride options. • Advantages: Minimal service disruption, familiar to existing riders, predictable operational costs.
• Disadvantages: Does not adequately address current service gaps or declining ridership.

Example: Tri-Valley Transit in central Vermont successfully operates a similar hybrid model, demonstrating effectiveness in balancing service flexibility with predictable schedules. However, continuous adjustments to address changing community needs have been required.

Fixed-Route Only Service (Eliminate Dial-A-Ride)
Example: Monroe County Transit Authority, Pennsylvania
Insights: Monroe County operates primarily fixed-route transit and ADA Paratransit, benefiting from simplified operations and predictable costs. However, reduced flexibility impacts accessibility for residents with specialized needs, leading to decreased satisfaction among transit-dependent riders.

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Fully On-Demand Service (Microtransit Model)
Example: Benzie Bus, Benzie County, Michigan
Insights: Benzie Bus successfully implemented an on-demand, microtransit service, leveraging technology to improve service flexibility and rider satisfaction. However, operational complexity and potentially higher costs during peak demand periods require careful resource management.

Shared Vanpool/Shuttle Services
Example: North Central Regional Transit District (NCRTD), New Mexico Insights: NCRTD operates scheduled shuttle services, enhancing regional connectivity effectively. The service has proven successful due to its targeted approach during peak travel times, but struggles with underutilization during off-peak hours, highlighting the need for careful scheduling.

Volunteer Driver Program
Example: Marin Transit Safe Transport and Reimbursement (STAR) Volunteer Driver Program, Marin County, California
Insights: Empowers passengers to select personal drivers, offering highly personalized, reliable, and accessible transportation. Particularly successful in rural settings where traditional transit options are limited. Dependence on volunteer availability requires careful management but offers significant community involvement at minimal cost.

Adjusted Routing and Schedules for Vista High School and Escalon High School Example: Houston Independent School District (HISD), Texas Insights: HISD optimized transit services by adjusting routes and schedules based on student transportation patterns, significantly reducing ride times and resource use. This targeted service alignment directly benefited students and operational efficiency, presenting a practical and successful model for eTrans.

Complete Outsourcing
Example: Ride, Wilson, North Carolina

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Insights: In 2020, in response to the COVID-19 pandemic and public and plummeting ridership, Wilson shifted away from a fixed route transit system to an entirely microtransit service. The micro-transit service is made possible with Via technology and staffed and operated by the company as well. Ridership expanded by 300% following the change, attributed to convenience and the image of it being a more upscale service than is provided by a traditional bus. However, the downfalls of the service are high costs and occasional long wait times. Wilson expects to bring back fixed route services in the long term but intends to use the data collected by Via to optimize the service.

Service Cancellation
Example: Sunset Empire Transportation District (SETD), Clatsop County, Oregon Insights: The sudden suspension of SETD's bus service due to funding shortfalls severely disrupted transit-dependent residents, highlighting the vulnerability of small, rural transit operations to funding disruptions. Clarity in financial sustainability and careful community impact considerations are essential in avoiding severe disruptions and meeting essential community mobility needs.

These evaluated examples from across the United States demonstrate both successes and challenges of various transit service models, providing valuable context for selecting the most suitable and sustainable transit approach for eTrans.

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Figure 62 – Transit Service Options
Transit Service Alternative Advantages Disadvantages Operational Feasibility Cost Implications Community Impact Status Quo - Hybrid Fixed
and Dial-A-Ride
Minimal Disruption; familiar;
predictable costs
Does not address declining
ridership or service gaps High (currently operating model) Moderate (current budget) Moderate: stable but limited growth Fixed Route Only Simplified operations, predictable
service
Reduced accessibility, potential
loss of ridership Feasible, but reduces accessibility Potential cost savings Negative impact on seniors, disabled Fully On-Demand (Microtransit) High flexibility, responsive to individual rider needs
Higher complexity, potential
capacity limitations Complex, depends on technology Potentially higher operating costs Positive, highly responsive Sharded Vanpool/Shuttle Services Targeted, efficient for peak-hour commuting
Limited flexibility, underused
during non-peak times Feasible with careful scheduling Moderate cost with focused service Positive during peak hours only Volunteer Driver Program Personalized, low-cost,
community driven
Reliability dependent on
volunteers, limited capacity
Highly feasible, requires
coordination Low cost, mostly administrative Positive, especially seniors/medical Adjusted Routing/Schedules for
Schools
Directly aligns with student and
family schedules
Limited flexibility during nonschool periodsHighly feasible, with minor adjustments Low to moderate cost Positive, strongly supports students Complete Outsourcing Less administrative requirements Limited local control, loss of hard to recruit staff
Complex, takes time to negotiate
and implement Potentially higher operating costs Positive provides convience and expansive service area Service Cancellation Immediate cost savings Significant negative impact, community dissatisfaction
Feasible but severely
reduces mobility
Major short-term savings,
long-term risks Severely negative

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PASSENGER PERSPECTIVE: HOW ETRANS CURRENTLY OPERATES
From the passenger perspective, eTrans
currently provides a hybrid service model that
combines fixed-route transit with flexible, ondemand options through Dial-A-Ride.

Passengers primarily utilize Route 35, which
operates on a fixed schedule serving key
destinations such as downtown Escalon, the
Escalon Community Center, and regional
centers including Kaiser Permanente Medical
Center and Vintage Faire Mall in Modesto.

Additionally, Route 35 offers route deviations,
where passengers can request pick-ups or
drop-offs within city limits, typically arranged
directly with the driver upon boarding. For
instance, a passenger wishing to deviate from the fixed route to a residential neighborhood near Miller Avenue and Stanislaus Street would request this deviation from the driver. Such deviations, however, impact other passengers by potentially causing delays, and may also interfere with previously scheduled Dial-A-Ride trips, given the single-bus and single-driver constraints.

Dial-A-Ride service provides on-demand, door-to-door transportation within Escalon, available during designated times in the morning, midday, and afternoon. Passengers schedule rides by calling ahead and providing details such as pick-up and drop-off locations, time of travel, and special needs. For example, a passenger who wishes to travel within Escalon during the morning hours must schedule their trip within the designated Dial-A-Ride window from 9:32 AM to 11:12 AM If the rider cannot accommodate their travel within this limited window, they must wait until the fixed-route service resumes or the afternoon Dial-A-Ride window opens, significantly restricting their freedom of movement and potentially suppressing overall ridership.

From the passenger’s perspective, eTrans provides essential connectivity and mobility, especially for seniors, students, and those without alternative transportation options. However, passengers frequently express concerns over limited-service frequency, scheduling alignment with key community activities, and restricted availability during off-peak hours. Addressing these issues strategically will be central to the recommendations detailed further in this section.

Figure 63 - Current eTrans Operations in Escalon

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RECENT RIDERSHIP TRENDS AND COVID-19 IMPACTS
Ridership on eTrans services has experienced significant declines over recent years, reflecting broader regional and national trends amplified by the COVID-19 pandemic. Between FY 17-18 and FY 23-24, systemwide annual ridership dropped by approximately 61%, decreasing from 3,262 passengers to 1,279 passengers.

Figure 64 – eTrans Annual Ridership
The COVID-19 pandemic had a profound impact on transit usage nationwide, and eTrans was no exception. Many passengers altered their commuting patterns, with remote work, virtual education, and shifts in healthcare delivery reducing the need for regular transit trips. Additionally, public perceptions of safety and comfort in shared transit environments during and after the pandemic contributed to persistent ridership reductions.

These ridership trends highlight the necessity of strategic, responsive service improvements tailored explicitly to current transit demand patterns. Given Escalon's rural setting and stable population, reversing these declines will require targeted adjustments to enhance convenience, accessibility, and reliability, all while remaining mindful of the limited financial and operational resources available to eTrans.

CONSTRAINTS OF LIMITED CAPITAL AND OPERATIONAL RESOURCES eTrans operates under significant financial and operational constraints that influence the feasibility and sustainability of potential transit improvements. Currently, eTrans has just one transit bus operated by a single driver, limiting the capacity to expand service frequency, coverage, or operational flexibility without additional capital investment.

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Financial analysis of recent operational trends underscores these constraints. The annual operating contract cost for Dial-A-Ride service has fluctuated notably, ranging from approximately $34,911 in FY 16-17 to $82,360 in FY 20-21 during the COVID-19 pandemic—a dramatic increase driven by higher operational costs and reduced ridership. Similarly, Route 35 operating contract costs have ranged between $36,066 and $55,598 annually, with significant fluctuations occurring during and immediately after the pandemic period.
.

Figure 65 - System Operation Costs by Year
The pandemic significantly impacted the financial metrics of eTrans. Before COVID-19, the contract cost per passenger for Dial-A-Ride averaged around $27.28 but surged dramatically to $126.90 during FY 20-21 due to sharply reduced ridership and service disruptions. Similarly, Route 35's cost per passenger rose from an average of approximately $48.82 pre-pandemic to $65.34 in FY 20-21.

While these costs are somewhat stabilized post-pandemic, the cost per passenger remains elevated, at $52.65 for Route 35 and approximately $79.65 for Dial-A-Ride, illustrating ongoing financial pressure.

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Figure 66 - Cost per Passenger over Time
Given these financial realities, the recommendations provided in this section prioritize solutions that maximize existing assets, carefully manage operational expenses, and provide clear, sustainable value to the community. By strategically leveraging limited capital and operational resources, eTrans aims to enhance service quality and reliability while maintaining fiscal responsibility.

STRATEGIC CONSIDERATIONS AND IMPLICATIONS FOR RECOMMENDATIONS When developing transit service recommendations for eTrans, several strategic considerations and implications must be carefully evaluated. These factors significantly influence the practicality, sustainability, and community acceptance of potential service improvements. Key considerations include:

REALISTIC GROWTH EXPECTATIONS
The City’s stable population, rural context, and dispersed development patterns inherently limit the potential for significant ridership growth. Recommendations must, therefore, emphasize enhancing existing services to better serve current users and strategically attract modest increases in transit usage rather than proposing extensive expansions or new capital-intensive services.

COMMUNITY RESPONSIVENESS
The recommendations have been informed directly by substantial community feedback, highlighting priorities such as improved service reliability, schedule flexibility, and enhanced connectivity to key destinations. Prioritizing these expressed community preferences increases the likelihood of successful implementation and rider satisfaction.

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RESOURCE AND OPERATIONAL SUSTAINABILITY
Given existing operational constraints, including the availability of only one transit bus and a single driver, recommendations must strategically prioritize options that efficiently utilize current resources without substantial capital investment or significant increases in operating expenses.

The goal is sustainable transit service improvement that carefully balances quality and affordability.

PARTNERSHIP AND REGIONAL CONNECTIVITY
Maintaining and enhancing existing partnerships with regional transit providers, such as connections and transfer opportunities to Modesto and Stockton, is essential. Strategic collaboration ensures Escalon residents can seamlessly access critical regional services without incurring significant additional costs.

COMMUNICATION AND COMMUNITY ENGAGEMENT
A strategic approach to outreach and communication is vital to the success of any recommended service enhancements. Clear, targeted communication efforts are necessary to raise awareness, foster community support, and encourage increased ridership.

By carefully integrating these strategic considerations, eTrans can effectively implement transit improvements that are not only responsive to identified community needs but also operationally feasible and financially sustainable, creating lasting positive impacts on community mobility.

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SERVICE ALTERNATIVES

INTRODUCTION
This section presents potential alternatives to modify eTrans services designed to best meet the mobility needs of residents and operate more efficiently. For each service alternative, the likely impacts on eTrans ridership and operating costs are estimated. Ridership and cost estimates are based on the following parameters:
• To estimate operating costs, the City's draft operating budget for FY 25-26 was used to develop a cost model. A cost model allocates operating expenses to their corresponding variable (vehicle service hours or vehicle service miles) or fixed costs. The resulting equation is as follows:

Change in Operating Cost = $62.93 X Change in Vehicle Hours + $0.79 X Change in Vehicle Miles + $193,630 (excluding Miocar and Uber) • Ridership estimates were based on eTrans FY 2024-25 ridership, data from peer systems, and standard transit demand elasticity factors, depending on the alternative.

The alternatives analysis is presented in Figure 65. Marginal costs are shown in the table (which excludes fixed costs), as fixed costs such as administrative staff salaries and utilities do not change as service is increased or decreased.

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Figure 67 – eTrans Service Alternatives
City of Escalon Service Alternatives Analysis
FY 2025-26
Hours1 Miles
Scenario 1 — Citywide Microtransit (Monday-Friday)
Continuous Microtransit Service 8AM-5PM (within City Limits and to Vintage Faire Mall, Target, Kaiser) 3 2,300 2,300 22,400 $162,500 Annual Software Cost 4 $25,000
Eliminate Route 35 -900 -790 -17,300 -$63,400
Eliminate Dial-A-Ride Service -300 -1,280 -340 -$80,800 Net Impact (1 Vehicle) 1,100 230 4,760 $43,300 1 0
Scenario 2 — Provide Continuous Flex Route Service and Eliminate DAR Service Add 6 Roundtrips Each Day 1,500 40,500 $126,500 1 0
Eliminate Dial-A-Ride Service -1,280 -340 -$80,800
Net Impact 1,000 220 40,160 $45,700 1 0
Scenario 3 — Fill In Gaps in Service 2
Add 1.5 hours of Dial-A-Ride Service (11:32AM-12:32PM, 3:32PM4:12PM) 100 380 3,730 $26,900 1 Scenario 4 — Status Quo
eTrans Route 35 900 790 17,300 $63,400
Dial-A-Ride Service 300 1,280 340 $80,800
Total 1,200 2,070 17,640 $144,200
Note: Status Quo operations are based on FY 2023-24 operating parameters and the FY 2025-26 cost model.

Note 1: Existing service hours based on budgeted amounts, alternative service hours based on proposed span of service.

Note 2: Assumes that DAR operates consistently during added service hours. Is not based on actual FY 23-24 service quantities.

Note 3: Assumes service to destinations outside of City of Escalon only offered at top of the hour.

Change in Annual Service
Annual
Marginal
Operating
Cost
Note 4: Assumes one vehicle. Does not include initial capital cost of software procurement.

Additional
bus
required
Annual
Annual
Ridership
Additional
driver
required

CITY OF ESCALON – SHORT RANGE TRANSIT PLAN 101
SCENARIO 1 — CITYWIDE MICROTRANSIT (MONDAY-FRIDAY)
The first scenario outlined is to switch to an all microtransit system. Microtransit has become an increasingly popular service option for providing transit coverage over areas not served efficiently by fixed routes. Microtransit applies the app-based technology developed for transportation network companies (such as Uber and Lyft) to provide real-time, on-demand service. Most microtransit passengers typically request rides and pay their fares through an app downloaded on their smartphone or computer. Once a ride has been requested, a routing algorithm assigns the ride request to a specific driver/bus, and the passenger is provided with an estimated service time.

Microtransit is a shared-ride service; therefore, multiple passengers may ride the bus at the same time.

To ensure equitable accommodation, most agencies allow microtransit rides to be requested directly over the phone as well. Requirements of the ADA are met by ensuring enough accessible buses are available to serve those who need them and that ADA-eligible passengers receive priority.

ADA passengers could also be allowed to make advance reservations.

The Escalon Microtransit service would be available between the hours of 8 AM and 5 PM.

Passengers could request a ride within the Escalon city limits or to/from Vintage Faire Mall, Kaiser, Target, and Jacob Meyers Park in Riverbank. It is estimated that only one bus would be needed at one time to meet demand for the service while limiting wait time to around 30 minutes.

Microtransit requires the purchase of technology to accept reservations and route the driver appropriately. There are many companies that provide this technology. The average annual cost for microtransit technology is around $25,000 per year for one bus. It is estimated that the net impact of switching eTrans to a full microtransit service (eliminating Route 35 and the current DAR) would cost an additional $43,300 per year. Note that there would be some initial one-time fixed costs associated with switching to microtransit.

Ridership projections on the new microtransit service were based on passenger per vehicle hour rates for microtransit services in other cities, such as Merced, Rocklin/Loomis, Fairfield, and the greater Sacramento area. This peer average productivity (passenger-trips per vehicle hour) rate was then factored by the relative transit dependency (defined as the percent of zero vehicle households) of the City as compared to the peer microtransit drivers. This equates to a productivity rate of around 1 passenger-trip per hour. As most trip requests are expected to travel between Escalon and Modesto (which could be close to a one-hour round trip), this productivity rate is reasonable. The microtransit option is estimated to carry roughly 1,100 more trips per year than the status quo. One additional driver would be required to implement this alternative.

CITY OF ESCALON – SHORT RANGE TRANSIT PLAN 102
SCENARIO 2 — PROVIDE CONTINUOUS FLEX ROUTE SERVICE AND ELIMINATE DAR
The second scenario is to change to a continuous flex route model instead of switching between DAR and a fixed route. In this scenario, Route 35 would operate continuously from around 8 AM to 5 PM on a set schedule, with deviations possible upon request anywhere within the City of Escalon.

To keep on schedule, deviations should be limited to two per trip, as practiced currently. This option has the advantage of providing more trips to Modesto, which transit staff indicate is the most common destination. DAR passengers will still have the ability to request door-to-door service and, therefore, will not be significantly impacted by the change. A review of DAR origin/destination requests for FY24-25 indicates that most DAR origins and destinations are located relatively close to the Route 35 alignment.

One challenge might be how to serve Riverbank. Currently, passengers can request DAR service to/from Jacob Meyers Park in Riverbank during the hours DAR operates. A deviation to Riverbank would add roughly 10 minutes to a one-way trip to Modesto. Transit data indicates that requests for Riverbank are very minimal (0 in FY 23-24 and 6 in FY 22-23). Therefore, it is likely that deviation requests to Riverbank could be accommodated under this flex route model.

Another consideration is to develop a schedule for the new Flex Route that better serves schools within Escalon. This need was brought up during the outreach effort. Although Escalon Unified School District provides yellow bus service, students may wish to use the bus for after-school activities or to travel to Modesto. Typically, middle schools generate the highest transit ridership.

The middle school is located roughly one-third of a mile from the existing Route 35. The high schools are located directly on the route. Middle school students would be able to request a deviation under the flex route model. However, if these deviations become significant, the City should consider adding a stop at the middle school in the afternoon. eTrans will need to continually coordinate with the school district to advertise the service and best meet the needs of students.

Changing Route 35 to a continuous flex route and eliminating the separate DAR service will add 6 round-trips a day to Modesto for an additional cost over the status quo of around $45,700.

Ridership was estimated using an elasticity analysis to account for the additional round-trips and increased to reflect the improvement in consistency of transit service. This equates to around 1,000 new trips being served under this option. One additional driver would be required, as service would be provided continuously throughout the day.

CITY OF ESCALON – SHORT RANGE TRANSIT PLAN 103
SCENARIO 3 — FILL IN GAPS IN SERVICE
The third scenario is to fill the gaps in the service day. As the eTrans system operates now, there is a break in service where neither DAR nor Route 35 is available from roughly 11:32 AM to 12:32 PM and 3:32 PM to 4:12 PM. This schedule has allowed eTrans to hire just one driver with no need for a relief driver. If eTrans DAR were to “fill in gaps in service” and operate an additional 1.5 hours per day, this would cost an additional $26,900 annually and carry around 100 more trips. Although the additional driver hours would not equate to an additional full-time employee, eTrans would need to recruit an additional driver. The cost of this additional employee's salary is built into the marginal operating cost per hour increase of this alternative, shown in Table A.

SCENARIO 4 — STATUS QUO
The fourth scenario preserves eTrans services as the “status quo” alternative is presented as a basis of comparison. If no service changes are implemented, it is estimated that eTrans (Route 35 and DAR) will carry 1,200 one-way passenger trips in FY 25-26 and cost around $144,200 in marginal operating costs (excluding fixed costs).

ALTERNATIVES COMPARISON AND INITIAL FINDINGS
Figures 66-69 compare the relative performance of each service alternative in terms of passengertrips per hour and marginal cost per trip and compare them against performance measures based on FY 23-24 performance. As shown, all three options would improve cost-effectiveness as measured in marginal operating cost per-trip over scenario four, “status quo”. The microtransit scenario and continuous flex route service are projected to increase productivity (passenger-trips per vehicle hour) the most. If only one microtransit bus is operated, ridership potential on the microtransit scenario is limited, particularly as most of the trips would be “longer-distance” trips to/from Modesto (current ridership trends). This makes grouping rides more challenging. If demand for microtransit increased beyond the one bus, adding a second bus would increase ridership but also significantly increase costs. As it is much easier to group rides on a flex route system, there is greater capacity for ridership to grow with the same level of operating costs.

Therefore, it is recommended that the City pursue scenario two and coordinate with the schools to redesign a schedule which would best meet the needs of students.

CITY OF ESCALON – SHORT RANGE TRANSIT PLAN 104
Figure 68 – Alternatives Comparison
Figure 69 – Ridership Impact of Alternatives
City of Escalon Alternatives Performance
FY 2025-26
Service Alternative
Annual
Ridership
Annual
Service
Hours
Annual
Marginal
Operating Cost
Passengertrips per
Hour
Marginal Cost
per Trip
Scenario 1 — Citywide Microtransit
(Monday-Friday) 1,100 230 $43,300 4.8 $39.36
Scenario 2 — Provide Continuous Flex
Route Service and Eliminate DAR Service 1,000 220 $45,700 4.5 $45.70 Scenario 3 — Fill In Gaps in Service 100 380 $26,900 0.3 $269.00

1.1 $74.73

0.2 $285.74
Note 1: Does not include fixed costs.

Note 2: All alternatives increase service.

Net Impact
Alternatives Meeting or Exceeding Status Quo Performance Shaded in Green2 Scenario 4 — Status Quo
Route 35
Dial-a-Ride / Microtransit

CITY OF ESCALON – SHORT RANGE TRANSIT PLAN 105
Figure 70 – Alternative Passenger per Hour Comparison
Figure 71 – Alternatives Marginal Cost per Passenger Trip

CITY OF ESCALON – SHORT RANGE TRANSIT PLAN 106

FINANCIAL AND CAPITAL PLAN
The Financial Plan provides a clear roadmap for funding transit operations and capital improvements over the next ten years. It outlines anticipated revenues and expenditures, identifying key funding sources at the federal, state, and local levels, and clearly distinguishes between secured and unsecured funds. This financial blueprint is essential for ensuring the sustainability, efficiency, and continued improvement of eTrans, aligning with both local priorities and regional transportation goals. The financial plan is structured into two primary components: a Service Plan detailing ongoing operational costs and revenues; and a Capital Improvement Plan, outlining future investments in transit buses, facilities, and infrastructure improvements. This detailed financial framework will enable informed decision-making, facilitate strategic resource allocation, and support the effective implementation of service enhancements.

OPERATIONS PLAN ASSUMPTIONS
Forecasts of annual operating and administrative costs were developed based on the City of Escalon FY 25-26 Transit Budget. An annual inflation escalator of three percent was applied to nonoperating contract FY 25-26 costs for each year of the planning period. Costs associated with the MTM operating contract are based on actual contract costs for the duration of the contract, through FY 29-30. A 15 percent increase was applied to FY 30-31 to reflect contract renewal, and four percent annually was applied to FY 31-32 through FY 34-35 to reflect average annual inflation in the existing MTM service contract.

The “base case” ridership, as presented in Figure 70 represents service levels as of FY 23-24.

Between FY 22-23 and FY 23-24, Route 35 experienced a 25 percent growth in ridership, and DAR saw a 39 percent decline. Going forward, this plan assumes gradual growth in ridership similar to population growth projections of .8 percent annually systemwide.

SERVICE PLAN
The proposed flexible fixed-route service enhancements result in a modest increase in annual operating costs compared to current DAR operations, reflecting incremental daily service additions.

Specifically, the transition adds approximately 0.28 additional daily service hours and 44 additional daily miles, moderately elevating fuel and maintenance costs. However, the operational simplicity and potential ridership gains are anticipated to offset some incremental financial impacts through improved operational efficiency and service attractiveness.

CITY OF ESCALON – SHORT RANGE TRANSIT PLAN 107
Figure 72 – Transit Plan Ridership
Currently, two gaps in service exist daily (from roughly 11:32 AM to 12:32 PM and 3:32 PM to 4:12 PM). At the same time, DAR has seen annual ridership decreases in recent years. As discussed in Chapter 2, providing continuous flex route service coupled with the elimination of DAR will provide a more consistent and reliable service.

Under this plan element, six round-trips would be added each day to the Route 35 schedule. DAR would be eliminated; however, Route 35 would remain a flex route, enabling passengers to request pick-ups and drop-offs at locations within ¾ of a mile from the route. No gaps in daily service would exist.

It is estimated that this service change will increase ridership by around 1,000 passenger trips annually (FY 2025-26) for an increase in operating costs over a base case of $47,400 annually (FY 2026-27). It is recommended that this service change be implemented in FY 2026-27.

CAPITAL IMPROVEMENT PLAN
Transit services require ongoing capital investment in facilities and buses. The City employs a systematic approach to tracking and maintaining assets in its TAM Plan. The TAM Plan was last updated in 2022. Capital investments in both buses and passenger facilities can attract additional passengers while improving the quality of service and safety of existing passengers. CARB’s ICT regulation will begin impacting transit bus procurement in 2026, at which point 25 percent of small transit agency fleet new bus purchases will be required to be ZEBs. By 2029, this purchasing requirement will increase to 100 percent. By 2040, all buses in the fleet should be ZEBs.

City of Escalon Short Range Transit Plan - Ridership
Plan Element FY 25-26 FY 26-27 FY 27-28 FY 28-29 FY 29-30 FY 30-31 FY 31-32 FY 32-33 FY 33-34 FY 34-35 Base Case Ridership
Flex Route 900 910 910 920 930 940 940 950 960 970
DAR 300 300 300 300 300 300 300 300 300 300
Total 1,200 1,210 1,210 1,220 1,230 1,240 1,240 1,250 1,260 1,270 Plan Element
Scenario 2 — Provide Continuous Flex
Route Service and Eliminate DAR Service 0 1,008 1,016 1,024 1,032 1,041 1,049 1,057 1,066 1,074 Subtotal Plan Elements 0 1,008 1,016 1,024 1,032 1,041 1,049 1,057 1,066 1,074 Total Plan Ridership 1,200 2,218 2,226 2,244 2,262 2,281 2,289 2,307 2,326 2,344 SRTP Recommendations

CITY OF ESCALON – SHORT RANGE TRANSIT PLAN 108

FLEET REPLACEMENT
Transit buses must be regularly replaced to maintain a safe and reliable fleet. As the bus procurement process can take multiple years, transit agencies must identify their bus needs well in advance. The City’s bus fleet is currently made up of three buses. According to the ZEB Rollout Plan, the City will be required to replace all three fleet buses during the 10-year planning period. The City of Escalon plans to reduce the active fleet to two buses in anticipation of fleet transition, permissible per the ZEB Plan replacement schedule, and not replace the minivan when it’s retired.

Only one bus is required for peak service. Thus, the procurement of two electric cutaway buses has been scheduled during the planning period (FY 26-27 and FY 28-29) and included in the Financial and Capital Plan. As these vehicles are expected to be replaced by four-year vehicles, the two vehicles will be again due for replacement late in the long range planning period and are expected to be procured by similar vehicle replacements in FY 32-33, and FY 34-35 respectively following a 5-year service life

OTHER CAPITAL IMPROVEMENTS
Other capital improvements will be required over the next ten years to maintain a vibrant bus system. These include the following that have been identified in Figure 72:
• ADA Annunciator
• Park-N-Ride Improvements
• Battery Electric Bus (BEB) Charging Infrastructure
• eTrans Rebranding
• Passenger Amenities

FINANCIAL PLAN
Figure 71 presents the 10-Year Operating and Capital Financial Plan for eTrans services. The following considerations were taken into account when developing the financial plan:
• It is assumed that eTrans will remain fare-free for the entirety of the planning period. • Annual non-contract operating costs are anticipated to increase at a rate of 3 percent per year.
• The 25 percent LTF transit reserve policy will remain in place for all planning years. LTF available to transit is projected to grow at a rate similar to population growth. Currently, not all LTF funds are used for public transit purposes; therefore, the City could request additional funds in the future, if justified for transit needs. • Phase 1 of SB 125 funds have been awarded; Phase 2 of SB 125 capital funds have also been awarded. Phase 2 operating funds will likely be available to the City of Escalon; however, the

CITY OF ESCALON – SHORT RANGE TRANSIT PLAN 109
Phase 2 operating funds reflected in Figure 72 reflect requested rather than allocated amounts.
• Additional Measure K funds recently requested by the City are included for the first three fiscal years. Measure K funds will revert to the “base” allocation in FY 28-29; however, the City may request additional funds from the region if needed. • As shown, additional revenue will be required beginning in FY 30-31. The City will need to secure between $194,225 and $396,313 per year in revenue to maintain a fiscally constrained transit system. Some flexibility exists for the City to cover this revenue deficit as SJCOG allocates funding to its jurisdictions based on several factors, including identified financial need. Specific revenue sources that the City could request additional funding from include Measure K and LTF. The City is also likely to receive additional SB 125 funds not identified in the Financial Plan, which would cover or offset the identified deficit in the next ten years.
• Beyond FY 25-26, the Capital Plan identifies bus replacement in FY 26-27 and FY 28-29.

Congestion Mitigation and Air Quality Improvement (CMAQ) and Regional Transportation Impact Fee (RTIF) funding has been secured to fund these two bus purchases. According to the estimated costs of procuring electric cutaway buses, some operating funds will be required in addition to the CMAQ and RTIF funds. This may change, however, as electric cutaway buses represent new technology, and there is limited data available on actual procurement costs.

Figure 73- Ten-Year Service Plan Operating Costs
City of Escalon Short Range Transit Plan Operating Costs Plan Element FY 25-26 FY 26-27 FY 27-28 FY 28-29 FY 29-30 FY 30-31(2) FY 31-32 FY 32-33 FY 33-34 FY 34-35 Base Case Operating Costs(1)
Marginal Operating Cost (Route 35 and DAR)* $144,200 $149,510 $155,480 $162,660 $168,970 $194,320 $202,090 $210,170 $218,580 $227,320 Contract Fixed Costs (Route 35 and DAR)* $154,904 $160,610 $167,020 $174,730 $181,510 $208,740 $217,090 $225,770 $234,800 $244,200 Non-Contract Fixed Costs (Route 35 and DAR)** $38,726 $39,888 $41,084 $42,317 $43,586 $44,894 $46,241 $47,628 $49,057 $50,529 Miocar and Uber Subsidy** $73,000 $75,190 $77,446 $79,769 $82,162 $84,627 $87,166 $89,781 $92,474 $95,248 Total $410,830 $425,198 $441,030 $459,476 $476,229 $532,581 $552,587 $573,349 $594,911 $617,297 Plan Element
Scenario 2 — Provide Continuous Flex Route
Service and Eliminate DAR Service $0 $47,400 $51,100 $53,500 $55,500 $63,900 $66,400 $69,100 $71,800 $74,700 Subtotal Plan Elements $0 $47,400 $51,100 $53,500 $55,500 $63,900 $66,400 $69,100 $71,800 $74,700 Total Operating Costs $410,830 $472,598 $492,130 $512,976 $531,729 $596,481 $618,987 $642,449 $666,711 $691,997 Note 1: Base case operating costs based on the City FY 2025-26 draft budget and increased for inflation.

Note 2: Represents first year of new service contract.

SRTP Recommendations
* denotes base case operating costs escalated annually according to the MTM service contract through FY 2029-30. 15% inflation was applied to FY 2030-31 to represent renewal of service contract. Costs were escalated by 4% annually for the last four years. ** denotes base case operating costs escalated by 3% annually.

CITY OF ESCALON – SHORT RANGE TRANSIT PLAN 110
Figure 74- Ten-Year Financial Plan
City of Escalon Transit Ten-Year Financial Plan
FY 25-26 FY26-27 FY 27-28 FY 28-29 FY 29-30 FY 30-31 FY 31-32 FY 32-33 FY 33-34 FY 34-35 Operating Revenues
Passenger Fares $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
Federal Transit Administration (FTA) 5311(1) $61,658 $62,300 $62,900 $63,500 $64,100 $64,700 $65,300 $66,000 $66,700 $67,400 Local Transportation Fund (LTF)(2) $122,774 $126,615 $127,603 $128,599 $129,603 $130,356 $131,113 $131,875 $132,641 $133,412 State Transit Assistance (STA)(2) $3,624 $3,700 $3,700 $3,700 $3,700 $3,700 $3,700 $3,700 $3,700 $3,700 Measure K - Modesto $55,056 $56,986 $58,984 $61,051 $63,192 $65,407 $67,700 $70,073 $72,529 $75,072 Measure K - Intracity $164,311 $172,527 $200,000 $0 $0 $0 $0 $0 $0 $0 Low Carbon Transit Operations Program (LCTOP)(2) $1,700 $1,700 $1,700 $1,700 $1,700 $1,700 $1,700 $1,700 $1,700 $1,700 State of Good Repair (SGR) $13,030 $13,100 $13,200 $13,300 $13,400 $13,500 $13,600 $13,700 $13,800 $13,900 SB 125- Phase 1 Operating Deficit $29,651 $58,374 $0 $0 $0 $0 $0 $0 $0 $0 SB 125- Phase 2 Pilot Programs (4) $40,000 $80,000 $0 $0 $0 $0 $0 $0 $0 $0 Advertising $500 $500 $500 $500 $500 $500 $500 $500 $500 $500 Carryover balance $0 $0 $275,444 $251,900 $377,928 $122,394 $0 $0 $0 $0 Total Operating Revenue $492,304 $575,802 $744,030 $524,250 $654,122 $402,256 $283,613 $287,548 $291,570 $295,684 Base Case Operating $410,830 $425,198 $441,030 $459,476 $476,229 $532,581 $552,587 $573,349 $594,911 $617,297 SRTP Recommendations $0 $47,400 $51,100 $53,500 $55,500 $63,900 $66,400 $69,100 $71,800 $74,700 Total Operating Costs $410,830 $472,598 $492,130 $512,976 $531,729 $596,481 $618,987 $642,449 $666,711 $691,997 SRTP Fare Revenue $0 $0 $0 $0 $0 $0 $0 $0 $0 $0
Balance $81,474 $103,204 $251,900 $11,274 $122,394 -$194,225 -$335,374 -$354,901 -$375,141 -$396,313 Operating Revenue Needed for Capital Projects $0 $172,240 $0 $366,654 $0 $0 $0 -$403,149 $0 -$135,744 Net Operating Fund Balance $81,474 $275,444 $251,900 $377,928 $122,394 -$194,225 -$335,374 -$758,050 -$375,141 -$532,058 Potential Additional Revenue Sources (Measure K, SB 125, LTF) $0 $0 $0 $0 $0 $194,225 $335,374 $758,050 $375,141 $532,058 Balance with Additional Revenue Sources $81,474 $275,444 $251,900 $377,928 $122,394 $0 $0 $0 $0 $0 Capital Revenues
Regional Transporation Impact Fee (RTIF)
BEB Charging Infrastructure and Vehicle Replacement $0 $400,000 $0 $400,000 $0 $0 $0 $0 $0 $0 LTF $20,000 $25,000 $0 $0 $0 $0 $0 $0 $0 $0
Measure K - Park and Ride Lot $18,750 $18,750 $18,750 $18,750 $0 $0 $0 $0 $0 $0 Congestion Mitigation and Air Quality Improvement (CMAQ) BEB Charging Infrastrucutre and Vehicle Replacement $0 $320,000 $0 $320,000 $0 $0 $0 $0 $0 $0 FTA 5339 $0 $0 $0 $0 $0 $0 $0 $0 $0 $273,881
SB 125- Phase 2 Marketing Rebrand and Passenger Amenities $0 $75,000 $0 $0 $0 $0 $0 $0 $0 $0 TOTAL REVENUE $38,750 $838,750 $18,750 $738,750 $0 $0 $0 $0 $0 $273,881 Capital Expenditures
ADA Annunciators $20,000 $0 $0 $0 $0 $0 $0 $0 $0 $0
Park-N-Ride Improvement Project $18,750 $18,750 $18,750 $18,750 $0 $0 $0 $0 $0 $0 Vehicle Replacement $0 $347,760 $0 $353,346 $0 $0 $0 $403,149 $0 $409,625 BEB Charging Infrastructure $0 $200,000 $0 $0 $0 $0 $0 $0 $0 $0 Marketing Rebrand Passenger Amenities $0 $100,000 $0 $0 $0 $0 $0 $0 $0 $0 Total Capital Costs $38,750 $666,510 $18,750 $372,096 $0 $0 $0 $403,149 $0 $409,625 Balance $0 $172,240 $0 $366,654 $0 $0 $0 -$403,149 $0 -$135,744 Operating Revenue Needed for Capital Projects $0 -$172,240 $0 -$366,654 $0 $0 $0 $403,149 $0 $135,744 Net Capital Fund Balance $0 $172,240 $172,240 $538,894 $538,894 $538,894 $538,894 $135,744 $135,744 $0 Note 4: A potential pilot program is weekend service. This has not been included in the Service Plan Costs.

Source: City of Escalon FY 2025-26 budget, LSC
Note 1: Assumes 1% annual increase.

Note 2: Based on population growth rate per SJCOG.

Note 3: FY 2025-26 - FY 2027-28 reflect additional approved Measure K funds.

CITY OF ESCALON – SHORT RANGE TRANSIT PLAN 111

FINANCIAL PLAN MARKETING STRATEGIES
Effective marketing and sustained community engagement are critical to eTrans’ success. These efforts build transit awareness, foster public trust, and ensure services remain responsive to Escalon’s evolving needs. Building on previous SRTP recommendations and recent community feedback, this section outlines a refreshed, practical approach to marketing that is targeted, inclusive, and adaptable.

PEER EXAMPLES AND LESSONS FROM OTHER SMALL TRANSIT SYSTEMS Escalon is not alone in its effort to strengthen transit visibility, rebuild ridership, and foster longterm community support. Several peer agencies in small or rural communities have implemented creative, cost-effective marketing strategies that have produced measurable impacts:
• Gadsden Express (Florida) built a strong local brand identity and used targeted outreach to engage specific rider groups. Their use of performance tracking to evaluate marketing effectiveness helped them fine-tune strategies over time and boost ridership despite a rural service area.
• Manistee Dial-A-Ride (Michigan) fostered a loyal rider base through community-based marketing, including free ride days for veterans and students, participation in local events, and partnerships with civic organizations. These efforts promoted goodwill and increased awareness.
• Bluegrass RIDE (Kentucky) launched a successful rebranding campaign with a new logo, visual identity, and consistent messaging across platforms. Community education and promotional materials helped the agency gain visibility and draw in new riders. • Tri-Valley Transit (Vermont) expanded community reach by promoting a Volunteer Driver Program, targeted especially at seniors and persons with disabilities. This low-cost, hightouch program was supported with simple outreach efforts and proved especially valuable in low-density service areas.
• The COMET (South Carolina) embraced innovative partnerships with ride-hailing providers and launched creative initiatives like “Books on the Bus” and targeted media campaigns.

These collaborations broadened access and made transit more visible and inviting to new users.

These examples reinforce the importance of aligning marketing strategies with local community identity, values, and capacity. Like these peer agencies, eTrans can combine legacy outreach tactics—such as event participation, printed rider guides, and utility bill inserts—with scalable innovations like mobile app promotion, simplified digital fare payment, and strategic partnerships.

CITY OF ESCALON – SHORT RANGE TRANSIT PLAN 112

COMMUNITY ENGAGEMENT AND SURVEY INSIGHTS
Community engagement conducted by eTrans between February and March 2025, along with passenger surveys collected in fall 2024, provided valuable perspectives on transit service strengths, barriers, and opportunities. Key stakeholder groups engaged included the Escalon Chamber of Commerce, Escalon Unified School District, and the senior community (“Senior Fun Bunch”).

The Chamber of Commerce highlighted the critical need for improved transit connectivity to key business destinations within Escalon and regional cities like Modesto and Stockton. Specifically, businesses emphasized that better public transit access could boost local commerce, improve employee commuting options, and facilitate consumer access to essential commercial and healthcare destinations.

The Escalon Unified School District identified significant opportunities to align transit schedules more closely with school start times and after-school activities, enhancing student mobility.

Students and their families currently face limitations due to mismatches in transit availability and school schedules, underscoring the importance of dedicated routes or timed service adjustments.

Feedback from Escalon's senior community revealed a strong demand for more accessible, doorto-door transit services, particularly to medical appointments and essential shopping trips. Seniors also highlighted the importance of affordability and the need for transit buses that can accommodate mobility challenges, improving independence and community connectivity.

Survey data echoed these stakeholder insights, underscoring high transit dependence among current passengers and identifying awareness gaps regarding existing services, such as the eTrans on the GO voucher program. Passengers also indicated strong support for enhanced flexibility in transit scheduling and service routes to accommodate diverse trip purposes.

STRATEGIC MARKETING AND OUTREACH INITIATIVES
Building on this community feedback—and informed by prior SRTPs and council direction—eTrans will implement a suite of strategic marketing and outreach initiatives. These efforts are designed to raise awareness of available services, rebuild ridership following the COVID-19 pandemic, and ensure key user groups such as students, seniors, and transit-dependent passengers feel informed, included, and empowered to use the system. The approach combines cost-effective legacy tactics (like print materials, utility inserts, and event presence) with modern tools such as mobile apps, digital trip planning, and contactless fare media to reach Escalon’s diverse and evolving rider base.

CITY OF ESCALON – SHORT RANGE TRANSIT PLAN 113
A key initiative is the full integration of VAMOS, the regional mobility platform managed by SJCOG. eTrans will feature VAMOS prominently in print and digital materials, on buses, and at stops. Joint campaigns with regional partners—such as RTD and The S—will promote seamless interagency connections. Community workshops and simple tutorials will help residents adopt VAMOS and explore its trip planning features.

EZ Hub will also be a focus area. This all-in-one payment platform simplifies fare collection and enhances user convenience. eTrans will continue to promote EZ Hub through VAMOS in the community to build ridership.

The Rider’s Guide will be updated regularly to reflect service changes and promote new features.

ADA accessibility, bilingual formats, and clear, visual design will ensure the guide is inclusive and easy to understand. Passengers will find them in community spaces, schools, and online.

Community engagement will go beyond flyers. eTrans will maintain a presence at local events like Park Fete, holiday parades, and school fairs. These touchpoints will build trust and familiarity, while showcasing service improvements. Utility bill inserts, press releases, and schedule rack cards will continue to serve as low-cost ways to reach broad audiences.

Student outreach will include transit education materials co-developed with Escalon Unified School District, aligned with bell schedules and extracurricular activities. Senior outreach will focus on accessibility and affordability as part of a broader strategy to encourage youth to use eTrans.

Regional connectivity will be actively promoted by clearly communicating improved transit connections and regional partnerships, particularly emphasizing direct routes to employment centers, healthcare, and regional destinations. Consistent branding across all marketing materials, transit buses, stops, and online platforms will reinforce the eTrans identity. Targeted advertising through local media channels will further ensure messages reach diverse community demographics effectively.

Finally, these strategies are designed to be scalable. Some tactics can be launched quickly with minimal cost (e.g., bus stop flyers, digital campaigns), while others—like VAMOS integration or senior discounts—will evolve over time. The goal is a flexible, responsive marketing plan that can adjust to funding, ridership, and community feedback.

These marketing strategies are more than communication tools—they are the foundation for building trust, encouraging ridership, and ensuring that Escalon residents understand how public transit fits into their daily lives. By combining traditional outreach with innovative digital platforms, eTrans is positioning itself to better meet the needs of its most mobility-vulnerable residents while attracting new users.

CITY OF ESCALON – SHORT RANGE TRANSIT PLAN 114
Most importantly, this strategy reflects Escalon’s values: simplicity, accessibility, and responsiveness. Through continued presence in the community, consistent messaging, and close coordination with partners, eTrans will promote not only a transit system but a community resource that evolves alongside the people it serves.

ETRANS REBRANDING
Rebranding a public transit agency is a strategic marketing endeavor that goes far beyond updating a simple logo or color scheme to reshaping public perception, aligning with evolving community values, and improving accessibility. As the eTrans brand was last updated almost two decades ago (in 2008), it is recommended that the City consider conducting a rebrand.

The process typically begins with a thorough assessment of the City’s current brand identity, including how it’s perceived by passengers, staff, and stakeholders. This often involves internal audits and external engagement to understand pain points, such as outdated visuals, unclear messaging, or barriers faced by underserved populations. Once the need for rebranding is clearly identified, the City should engage a wide range of stakeholders—from frontline employees to community organizations—to ensure the new brand reflects current and diverse community values. Through surveys, listening sessions, and focus groups, agencies gather input that informs the development of a refreshed brand strategy, including mission, values, tone, and audience personas.

Once this research has been conducted, the City should engage with a branding and design agency to begin crafting a new visual and verbal identity for eTrans. This includes designing accessible logos, selecting inclusive color palettes, and developing messaging that resonates with the community. Prototypes of signage, bus wraps, and rider materials are tested with real users— especially those with disabilities, limited English proficiency, or low transit familiarity—to ensure clarity and usability. The public launch often includes community events, media outreach, and storytelling campaigns that highlight the agency’s renewed commitment to equity, reliability, and connection. Estimated costs associated with rebranding a small-sized transit agency could run anywhere from $15,000 to $30,000, depending on the specific scope of services.

SRTP 10-YEAR CAPITAL AND OPERATING PLAN – APPENDIX A
CITY OF ESCALON PAGE A-1
Appendix A
SRTP 10-YEAR CAPITAL AND OPERATING PLAN

SRTP 10-YEAR CAPITAL AND OPERATING PLAN – APPENDIX A
CITY OF ESCALON PAGE A-2
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SRTP 10-YEAR CAPITAL AND OPERATING PLAN – APPENDIX A
CITY OF ESCALON PAGE A-3
Demand Response Operating Plan Deviated Fixed Route HrsDial-A-Ride Hrs Total Hours 1,720 - 1,720
Agency Name: 100.00% Fixed Route Split
Discontinuation of demand response in favor of deviated fixed route. 0.00% DAR Split Expenditure Purpose Notes Project Number FY 24-25 Actual FY 25-26
Budgeted FY 26-27 FY 27-28 FY 28-29 FY 29-30 FY 30-31 FY 31-32 FY 32-33 FY 33-34 FY 34-35 -- $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
Year Total $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
Cumulative
Total $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
Operating Revenue Sources Notes Project Number FY 24-25 Actual FY 25-26
Budgeted FY 26-27 FY 27-28 FY 28-29 FY 29-30 FY 30-31 FY 31-32 FY 32-33 FY 33-34 FY 34-35 -- $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
Year Total $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
Cumulative
Total $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
Over/Short $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Ten-Year Operating Plan Template
Ten-Year Operating Plan Template
City of Escalon
Demand Response Fleet Management Plan
Agency Name:

Discontinuation of demand response services in favor of deviated fixed route.

Type
Year to be
Replaced
Projected
Useful Life
Replacement or
Expansion
Manufacture Year of
Vehicles Being Replaced Funding Source(s) Project Number FY 24-25 Actual FY 25-26
Budgeted FY 26-27 FY 27-28 FY 28-29 FY 29-30 FY 30-31 FY 31-32 FY 32-33 FY 33-34 FY 34-35 -- $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
Year Total $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
Cumulative Total $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Capital Revenue Sources Notes Project Number FY 24-25 Actual FY 25-26
Budgeted FY 26-27 FY 27-28 FY 28-29 FY 29-30 FY 30-31 FY 31-32 FY 32-33 FY 33-34 FY 34-35 -- $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
Year Total $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ -
Cumulative Total $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - City of Escalon
Deviated Fixed Route Fleet Management Plan
Agency Name:

Type
Year to be
Replaced
Projected Useful
Life
Replacement or
Expansion
Manufacture Year of
Vehicles Being
Replaced Funding Source(s)
Project
Number FY 24-25 Actual
FY 25-26
Budgeted FY 26-27 FY 27-28 FY 28-29 FY 29-30 FY 30-31 FY 31-32 FY 32-33 FY 33-34 FY 34-35 Cutaway FY 2026-2027 5 Replacement 2019 CMAQ/RTIF $ - $ - $ 347,760 $ - $ - $ - $ - $ - $ - $ - $ - Cutaway FY 2028-2029 5 Replacement 2022 CMAQ/RTIF $ - $ - $ - $ - $ 353,346 $ - $ - $ - $ - $ - $ - Cutaway FY 2026-2027 5 Replacement 2026 CMAQ/RTIF $ - $ - $ - $ - $ - $ - $ - $ - $ 403,149.15 $ - $ - Cutaway FY 2028-2029 5 Replacement 2028 CMAQ/RTIF $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 409,625.34 Year Total $ - $ - $ 347,760.00 $ - $ 353,346.42 $ - $ - $ - $ 403,149.15 $ - $ 409,625.34 Cumulative Total $ - $ 347,760 $ 347,760 $ 701,106 $ 701,106 $ 701,106 $ 701,106 $ 1,104,256 $ 1,104,256 $ 1,513,881 Capital Revenue
Sources Notes
Project
Number FY 24-25 Actual
FY 25-26
Budgeted FY 26-27 FY 27-28 FY 28-29 FY 29-30 FY 30-31 FY 31-32 FY 32-33 FY 33-34 FY 34-35 RTIF
Of the 400K total in FY 26-27,
100K directed to BEB Charging
Infrastructure shown on other
capital sheet. $ - $ - $ 300,000 $ - $ 400,000 $ - $ - $ - $ - $ - $ - CMAQ
Of the 320K total in FY 26-27,
100K directed to BEB Charging
Infrastructure shown on other
capital sheet. $ - $ - $ 220,000 $ - $ 320,000 $ - $ - $ - $ - $ - $ - FTA 5339
Covers unfunded portion (67%)
of vehicle replacement in FY 34-
35 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ 273,880.91
Year Total $ - $ - $ 520,000 $ - $ 720,000 $ - $ - $ - $ - $ - $ 273,881 Cumulative Total $ - $ 520,000 $ 520,000 $ 1,240,000 $ 1,240,000 $ 1,240,000 $ 1,240,000 $ 1,240,000 $ 1,240,000 $ 1,513,881 City of Escalon

SRTP 10-YEAR CAPITAL AND OPERATING PLAN – APPENDIX A
CITY OF ESCALON PAGE A-4
Fixed Route Operating Plan
Agency Name:

Expenditure Purpose Notes Project Number FY 24-25 Actual FY 25-26 Budgeted FY 26-27 FY 27-28 FY 28-29 FY 29-30 FY 30-31 FY 31-32 FY 32-33 FY 33-34 FY 34-35 TRANSIT - WAGES Transit Coordinator Salary 1 $ - $ 12,220.00 $ 12,586.60 $ 12,964.20 $ 13,353.12 $ 13,753.72 $ 14,166.33 $ 14,591.32 $ 15,029.06 $ 15,479.93 $ 15,944.33 TRANSIT - SOC SECURITY Transit Coordinator Social Security 2 $ 950.00 $ 978.50 $ 1,007.86 $ 1,038.09 $ 1,069.23 $ 1,101.31 $ 1,134.35 $ 1,168.38 $ 1,203.43 $ 1,239.53

TRANSIT INS WORKER COMP

Compensation 3 $ 600.00 $ 618.00 $ 636.54 $ 655.64 $ 675.31 $ 695.56 $ 716.43 $ 737.92 $ 760.06 $ 782.86 TRANSIT - UNEMPLOYMENT Transit Coordinator Unemployment 4 $ 120.00 $ 123.60 $ 127.31 $ 131.13 $ 135.06 $ 139.11 $ 143.29 $ 147.58 $ 152.01 $ 156.57 CALPERS (Retirement) Transit Coordinator Retirement 5 $ 3,500.00 $ 3,605.00 $ 3,713.15 $ 3,824.54 $ 3,939.28 $ 4,057.46 $ 4,179.18 $ 4,304.56 $ 4,433.70 $ 4,566.71 SUPPLIES & OTHER SERVICE 6 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - PUBLIC TRANSIT PRINT.& REPROD Printing of materials 7 $ 5,000.00 $ 5,150.00 $ 5,304.50 $ 5,463.64 $ 5,627.54 $ 5,796.37 $ 5,970.26 $ 6,149.37 $ 6,333.85 $ 6,523.87 PUBLIC TRANSIT SPEC.DEPT.EXP. Advertisements, marketing, supplies 8 $ 8,000.00 $ 8,240.00 $ 8,487.20 $ 8,741.82 $ 9,004.07 $ 9,274.19 $ 9,552.42 $ 9,838.99 $ 10,134.16 $ 10,438.19 PUBLIC TRANSIT ADV.LEGAL Legal notices 9 $ 200.00 $ 206.00 $ 212.18 $ 218.55 $ 225.10 $ 231.85 $ 238.81 $ 245.97 $ 253.35 $ 260.95 PUBLIC TRANSIT COMM.-TELEPHONE Cell Phone for Operations 10 $ 500.00 $ 515.00 $ 530.45 $ 546.36 $ 562.75 $ 579.64 $ 597.03 $ 614.94 $ 633.39 $ 652.39 PUBLIC TRANSIT BUILDING MAINT. 11 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - PUBLIC TRANSIT MTM-REPAIR Repair to Buses 12 $ 13,030.00 $ 13,420.90 $ 13,823.53 $ 14,238.23 $ 14,665.38 $ 15,105.34 $ 15,558.50 $ 16,025.26 $ 16,506.01 $ 17,001.19 PUBLIC TRANSIT MTM-FUEL Fuel 13 $ 14,000.00 $ 14,420.00 $ 14,852.60 $ 15,298.18 $ 15,757.12 $ 16,229.84 $ 16,716.73 $ 17,218.23 $ 17,734.78 $ 18,266.82 PUBLIC TRANSIT PRO.SERV.SPEC Umo Costs 14 $ - $ 15,900.00 $ 16,377.00 $ 16,868.31 $ 17,374.36 $ 17,895.59 $ 18,432.46 $ 18,985.43 $ 19,554.99 $ 20,141.64 $ 20,745.89 PUBLIC TRANSIT PRO.SERV.PLANNI Short Range Transit Planning Costs 15 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - PUBLIC TRANSIT C.S.TRANSIT MTM Contractual Services 16 $ - $ 256,553.86 $ 264,250.47 $ 272,177.99 $ 280,343.33 $ 288,753.63 $ 297,416.24 $ 306,338.72 $ 315,528.88 $ 324,994.75 $ 334,744.59 Miocar Contract $ 48,000.00 $ 49,440.00 $ 50,923.20 $ 52,450.90 $ 54,024.42 $ 55,645.16 $ 57,314.51 $ 59,033.95 $ 60,804.96 $ 62,629.11 Uber Subsidy Program $ 25,000.00 $ 25,750.00 $ 26,522.50 $ 27,318.18 $ 28,137.72 $ 28,981.85 $ 29,851.31 $ 30,746.85 $ 31,669.25 $ 32,619.33

PUBLIC TRANSIT MEMBERSHIP/DUES

Memberships 17 $ - $ 1,000.00 $ 1,030.00 $ 1,060.90 $ 1,092.73 $ 1,125.51 $ 1,159.27 $ 1,194.05 $ 1,229.87 $ 1,266.77 $ 1,304.77 PUBLIC TRANSIT GEN.GOV.CHARGE

per cost allocation plan (10%) 19 $ - $ 6,000.00 $ 6,180.00 $ 6,365.40 $ 6,556.36 $ 6,753.05 $ 6,955.64 $ 7,164.31 $ 7,379.24 $ 7,600.62 $ 7,828.64 Year Total $ - $ 410,573.86 $ 422,891.07 $ 435,577.81 $ 448,645.14 $ 462,104.49 $ 475,967.63 $ 490,246.66 $ 504,954.06 $ 520,102.68 $ 535,705.76 Fixed Route Split 100.00% Cumulative Total $ 410,573.86 $ 833,464.93 $ 1,269,042.74 $ 1,717,687.88 $ 2,179,792.37 $ 2,655,760.00 $ 3,146,006.66 $ 3,650,960.71 $ 4,171,063.39 $ 4,706,769.15 $ 4,706,769.15 Operating Revenue Sources Notes Project Number FY 24-25 Actual FY 25-26 Budgeted FY 26-27 FY 27-28 FY 28-29 FY 29-30 FY 30-31 FY 31-32 FY 32-33 FY 33-34 FY 34-35 Passenger Fares Assumes eTrans remains fare free. 1 $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - $ - Federal Transit Administration (FTA)
5311(1)
1% annual increase.
2 $ - $ 61,658.00 $ 62,300.00 $ 62,900.00 $ 63,500.00 $ 64,100.00 $ 64,700.00 $ 65,300.00 $ 66,000.00 $ 66,700.00 $ 67,400.00 Local Transportation Fund (LTF)
Grown at rate of SJCOG population
projections for Escalon. Assumes 25%
total LTF for transit. 3 $ - $ 122,774.00 $ 126,614.61 $ 127,602.87 $ 128,598.85 $ 129,602.60 $ 130,355.68 $ 131,113.15 $ 131,875.02 $ 132,641.31 $ 133,412.06 State Transit Assistance (STA) Inflated with population growth rate. 4 $ - $ 3,624.00 $ 3,700.00 $ 3,700.00 $ 3,700.00 $ 3,700.00 $ 3,700.00 $ 3,700.00 $ 3,700.00 $ 3,700.00 $ 3,700.00 Measure K - Modesto
Measure K Renewal Funds Allocated
for Route 35 Service, grown based on
FY 25-26 to FY 26-27 increase of 3.5
percent. 5 $ - $ 55,056.00 $ 56,986.00 $ 58,983.66 $ 61,051.34 $ 63,191.51 $ 65,406.70 $ 67,699.55 $ 70,072.77 $ 72,529.19 $ 75,071.71 Measure K - Intracity
Urgent Needs Infusion of Measure K
Approved by SJCOG in June of 2025. 6 $ 164,311.00 $ 172,527.00 $ 200,000.00 $ - $ - $ - $ - $ - $ - $ - Low Carbon Transit Operations
Program (LCTOP)(2)
Annual increase based on SJCOG
population projections for Escalon. 7 $ - $ 1,700.00 $ 1,700.00 $ 1,700.00 $ 1,700.00 $ 1,700.00 $ 1,700.00 $ 1,700.00 $ 1,700.00 $ 1,700.00 $ 1,700.00 State of Good Repair (SGR)
Annual increase based on SJCOG
population projections for Escalon,
used for bus maintenance. 8 $ - $ 13,030.00 $ 13,100.00 $ 13,200.00 $ 13,300.00 $ 13,400.00 $ 13,500.00 $ 13,600.00 $ 13,700.00 $ 13,800.00 $ 13,900.00 SB 125- Phase 1 Operating Deficit
Reflects actual allocated funds for
Escalon. 9 $ - $ 29,651.00 $ 58,374.00 $ - $ - $ - $ - $ - $ - $ - $ - SB 125- Phase 2 Pilot Programs (4) Requested Phase 2 Funding. 10 $ - $ 40,000.00 $ 80,000.00 $ - $ - $ - $ - $ - $ - $ - $ - Advertising
Assumes no annual inflation increase.
12 $ 500.00 $ 500.00 $ 500.00 $ 500.00 $ 500.00 $ 500.00 $ 500.00 $ 500.00 $ 500.00 $ 500.00 Year Total $ - $ 491,804.00 $ 575,301.61 $ 468,086.53 $ 271,850.19 $ 275,694.10 $ 279,362.39 $ 283,112.70 $ 287,047.79 $ 291,070.50 $ 295,183.77 Cumulative Total $ 491,804.00 $ 1,067,105.61 $ 1,535,192.13 $ 1,807,042.32 $ 2,082,736.43 $ 2,362,098.81 $ 2,645,211.51 $ 2,932,259.30 $ 3,223,329.79 $ 3,518,513.56 $ 3,518,513.56 Ten-Year Operating Plan Template
Ten-Year Operating Plan Template
City of Escalon
Other Capital Projects
Agency Name:

Source Amount
ADA Annunciators TDA - LTF $ 20,000.00 $ 20,000 $ - $ - $ - $ - $ - $ - $ - $ - $ - Park-N-Ride Improvement Project Measure K $ 75,000.00 $ 18,750 $ 18,750 $ 18,750 $ 18,750 $ - $ - $ - $ - $ - $ - BEB Charging Infrastructure RTIF/CMAQ $ 200,000.00 $ - $ 200,000 $ - $ - $ - $ - $ - $ - $ - $ - Marketing Rebrand and Passenger Amenities SB 125 Phase 2/ LTF $ 100,000.00 $ - $ 100,000 $ - $ - $ - $ - $ - $ - $ - $ - Totals $ 395,000.00 0 $ 38,750 $ 318,750 $ 18,750 $ 18,750 $ - $ - $ - $ - $ - $ - $ 395,000 Project Number FY 24-25 Actual
FY 25-26
Budgeted FY 26-27
City of Escalon
Ten-Year Capital Plan Template
Funding Sources
Project Description
Projected Useful Life, if
Vehicle Notes FY 27-28 FY 28-29 FY 29-30 FY 30-31 FY 31-32 FY 32-33 FY 33-34 FY 34-35

SRTP 10-YEAR CAPITAL AND OPERATING PLAN – APPENDIX A
CITY OF ESCALON PAGE A-5
Worksheet Expenditure Total Revenue Total Difference
Demand Response Fleet Management $ - $ - $ -
Deviated Fixed Route Fleet Management $ 1,513,880.91 $ 1,513,880.91 $ - Demand Response Route Operating $ - $ - $ -
Deviated Fixed Route Operating $ 4,706,769.15 $ 3,518,513.56 $ 1,188,255.59 Other Capital Projects $ 395,000.00 $ 395,000.00 $ -
Totals $ 6,615,650.06 $ 5,427,394.47 $ (1,188,255.59)

TAM PLAN – APPENDIX B
CITY OF ESCALON PAGE B-1
Appendix B

TAM PLAN

TAM PLAN – APPENDIX B
CITY OF ESCALON PAGE B-2
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ITEM NO. 7

COUNCIL AGENDA ITEM
FOR APRIL 6, 2026
Prepared By: John Andoh, Transit Manager
Date: March 30, 2026
Subject: Authorize Issuance of a Purchase Order and Execute a Software as a Service Agreement with Passio Technologies for Purchase of Transit Technology Items for eTrans Vehicles
Recommendation:

Authorize the issuance of a purchase order and authorize the City Manager to execute a software as a service agreement with Passio Technologies to install transit technology items on eTrans vehicles for an amount not to exceed $39,853 for one-time capital costs and $11,559 for annual operating costs.

Background and Discussion:

The City has used the current automated vehicle tracking solution on eTrans buses since 2010.

Periodically, City staff will review software technologies, equipment, processes and vehicles in an effort to seek the lowest cost, the best service, upgrade technology or to stay current with latest operations. Recently, City staff obtained quotes for the replacement of this tracking solution, in which two vendors provide quotes, Passio Technologies and Peak Transit. Staff reviewed both quotes, as well as their products and determined that Passio Technologies would best meet the needs of the City. Passio Technologies will provide the following technological items for eTrans vehicles:
 Automated vehicle tracking
 Automated vehicle annunciators for compliance with the Americans with Disabilities Act (ADA) when calling out bus stops with visual boards
 Vehicle wi-fi
 Real time transit sign at the Escalon Park and Ride Lot  SMS/IVR for obtaining bus schedule information via a telephone or text messaging.  General Transit Feed Specification (GTFS) for tracking eTrans buses in real time via online and through apps, including an eTrans dedicated app.

Fiscal Impact:

There is no impact to the general fund associated with this contract, as the software is to be funded using Transportation Development Act (TDA) and Measure K funds. There is an annual ongoing operational cost of approximately $11,559 for the software service.

While Peak Transit’s one-time capital costs is lower than Passio’s by approximately $6,000, the annual operating cost of Passio is approximately $6,000 per year less than Peak’s. Therefore, it will take two

years for the lower annual rate to pay for the higher capital cost and will continue to be lower thereafter.

Therefore, the City recommends Passio Technologies for the lower overall expense over three plus years.

Attachments

1. Passio Technologies Service Agreement and Sales Order.

82108.00000\44840352.1
Master Services Agreement
This Master Services Agreement (“Agreement”) dated as of the last date it is signed below (the “Effective Date”) is between Transit Fixed / On-Demand, LLC., a Georgia limited liability company with a notice address at 3031 Tisch Way, 110 Plaza West, San Jose, CA 95128 (“Passio”) and
City of Escalon (“Customer”) Municipal Corporation
Company Name (Legal Entity) LLC/Inc/Other
San Joaquin County Government
Jurisdiction Company/corporation
with a notice address at 2060 McHenry Avenue, Escalon, CA 95320 (“Customer”) Passio and the Customer shall be referred to herein individually as “party” and collectively as “parties.” Background
Customer wishes to purchase hardware and license Passio’s proprietary software for the purpose of transit management. These areas include reporting, automated voice announcement scheduling, automated customer service, and other related transit operations management software solution. Passio will make these services available to Customer under the terms and conditions outlined in this Agreement, and Customer agrees to follow the same terms and conditions.

Passio and Customer agree as follows:

This “Agreement” consists of this signature page and those schedules listed below, all exhibits attached to such schedules, all order forms referencing this Agreement and incorporating its terms.

Schedules
Schedule A – General Terms and Conditions
Schedule B – Service Level Agreement
Schedule C – Template Order Form
Schedule D – Federal Certifications and Assurances
All Schedules are incorporated into this Agreement and should a conflict between Schedules occur, the order of precedence is as follows, Schedule C, Schedule D, Schedule A and Schedule B.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives effective on the Effective Date.

Transit Fixed / On-Demand, LLC City of Escalon
____________________________________
By: Signature_______
Print: Christina Wheless Print:

Title: Chief Operating Officer, Transit Technologies Title:

Date: Date:

82108.00000\44840352.1
Schedule A – General Terms and Conditions

1. DEFINITIONS. Capitalized terms used in this
Agreement shall have their meaning as set out in Exhibit A. a. “Documentation” means publicly available
user guides, documentation, and specifications for the Hosted Services, as may be updated by Passio from time to time. b. “Equipment” means the goods, hardware,
or equipment set out in an Order and provided to Customer for its use in connection with the Hosted Services.
c. “Hosted Services” means the software
services to be provided by Passio to Customer over the internet through a web browser or other Passio authorized application, as further described and set forth in an Order and this Agreement, and that works in conjunction with the Equipment. d. “Order” means an order specifying the
Services to be provided hereunder that is executed by the parties, including any addenda and supplements thereto. The agreed form of Order is attached hereto as Schedule C.
e. “Professional Services” means any
consulting, implementation, or training services that are described herein or in an Order. Professional Services does not include Hosted Services.
f. “Services” means Hosted Services and
Professional Services.
g. “Users” means Customer’s designated end
users of the Hosted Services and Equipment Software.

2. SERVICES.
a. Orders for Services. Passio will provide and
make the Services available to Customer in accordance with the terms and conditions of this Agreement and any applicable Order. In the event of a conflict between the terms of this Agreement and the terms of an Order, the terms of this
Agreement will govern to the extent of the conflict unless the Order expressly states that it is intended to modify the conflicting terms of this Agreement, in which case the terms of the Order will govern to the extent of the conflict. b. Hosted Services. Passio will provide to
Customer the Hosted Services specified in an Order. Passio will provide the Hosted Services in accordance with the service level agreement set forth in Schedule B. The Hosted Services typically are activated on the first of the month following the completion of the installation of the Equipment, but Passio will use commercially reasonable efforts to
accommodate earlier activation dates upon written request of Customer.
c. Professional Services. If specified in an
Order, Passio will provide Professional Services to Customer in accordance with this Agreement and the applicable Order.

Passio will own any improvements, enhancements,
configurations, or other derivative works to the Hosted Services made by Passio in connection with the Professional Services.
d. Training Services. If Customer elects to
receive these Professional Services in an Order, Passio shall provide training services via web-based internet sessions for all services purchased, which shall include the provided instructional materials. Training services will include training for supervisory functions, train the trainer, and operators of the Hosted Services and Equipment. Upon Customer’s written
request, including if set out in an Order, Passio may provide such training services onsite for an additional fee at Passio’s then current rates (unless specified in an Order otherwise) plus travel expenses, including, without limitation, airfare, ground transportation, parking, lodging, per diem, and administrative expenses.
e. Implementation/Configuration Services. If
Customer elects to receive these Professional Services in an Order, Passio shall provide Customer with account setup information and configuration information setup within five (5) business days of the effective date of such Order. In order to permit Passio to perform these Professional Services, Customer must provide Passio with any requested
configuration information within twenty (20) business days of the applicable Order’s effective date. Customer acknowledges that the technology solutions offered by Passio are dynamic and require designated on site contact(s) to update software, confirm connectivity, and troubleshoot hardware and system issues. Customer may provide Passio configuration updates, such as routes, drivers, and stops, and Passio typically applies those within two (2) business days for standard updates.

Customer may, at its option, self-update configuration
information through the Hosted Services.
f. Services Delivery. Passio may provide the
Services from any facility and may from time to time transfer any or all of the Services being provided hereunder to any new facility(ies) or relocate the personnel, equipment and other resources used in providing those Services.

3. PROJECT MANAGEMENT.
a. Project Managers. Each party shall,
throughout the Term, maintain within its organization a project manager to serve as such party's primary point of contact for day-to-day communications, consultation and decisionmaking regarding the Services. Each such project manager shall be responsible for providing all day-to-day consents and approvals on behalf of such party under this Agreement.

Customer’s project manager will be responsible for scheduling training sessions, delivery and installation dates for the Equipment to the extent not set out in an Order, and any other requests Customer may have for the Services. Each party shall

82108.00000\44840352.1
ensure its project manager has the requisite organizational authority, skill, experience and other qualifications to perform in such capacity.
b. Delays in Performance. If Passio’s
performance of its obligations under this Agreement is
prevented or delayed by the unavailability of Customer’s vehicle fleet, mechanical issues with such vehicle fleet, differences between the vehicle design and descriptions provided by Customer, or any other act or omission of
Customer, its project manager, or any other of its agents, subcontractors, consultants or employees, Passio shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges or losses sustained or incurred by Customer, in each case, to the extent arising directly or indirectly from such prevention or delay, and Passio’s obligation to perform will be extended by the same number of days as Customer’s contingent action is delayed.

4. EQUIPMENT.
a. General. Passio will provide the Equipment
to Customer set out in an Order in exchange for the fees and expenses set out therein. Risk of loss in and to the Equipment remain with Passio until the Equipment is delivered, installed if installation is included in the Order, and accepted by Customer, Delivery shall be to the location specified by Customer in an Order, or if not specified therein, the location specified by Customer in writing.
b. Installation. In exchange for the fees set out
in the applicable Order, Passio shall assist Customer in installing the Equipment in its vehicle fleet based on the fleet descriptions provided by Customer in an Order. If installation times are extended or Passio is required to make additional inperson trips to finish an installation for reasons not caused by Passio, any additional fees and expenses must be approved in writing in advance by an authorized representative of
Customer, and Customer will have no obligation to pay
charges that were not so approved.. Customer acknowledges that the interior design of vehicles within a fleet may differ even among those vehicles with the same make, model and manufacturer, and Customer shall be responsible for
identifying the location for power, ground, and ignition sources for each component on each vehicle to ensure proper installation connections.
c. Inspection; Acceptance. Following Passio’s
completion of the installation of the Equipment (the “Installed Equipment”), Customer shall have thirty (30) calendar days after delivery and completion of installation to inspect and test the Installed Equipment. Acceptance will occur only upon Customer's written acceptance or Customer's beneficial use after the inspection period without a pending written notice of deficiency. If any Equipment is nonconforming, Customer may reject it in whole or in part and require repair,
replacement, re-performance, price reduction, or refund, and such remedies are cumulative and not exclusive..

5. FEES AND EXPENSES.
a. Services Fees. For the Services provided
under this Agreement, Customer shall pay Passio the fees in the amounts set forth in the applicable Order. Non-recurring fees for Equipment, installation, and setup will be invoiced only after delivery and acceptance of the applicable
deliverable. Recurring fees for Hosted Services will begin only upon Customer's written authorization to commence
production use following successful implementation. Fees are subject to Customer's right to dispute charges in good faith, and prepaid amounts allocable to services not rendered after termination will be refunded on a pro rata basis. Customer shall pay all invoices net 30 business days from the date of the Passio’s invoice. All fees paid and expenses reimbursed under this Agreement will be in United States currency.
b. Taxes. Passio’s fees do not include any
taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, “Taxes”). Customer is responsible only for taxes lawfully imposed on Customer's purchase and not otherwise exempt, and Customer may provide a valid tax exemption
certificate in lieu of payment of any such tax.. If Passio has the legal obligation to pay or collect Taxes for which Customer is responsible under this section, Passio will invoice Customer and Customer will pay that amount unless Customer provides Passio with a valid tax exemption certificate authorized by the appropriate taxing authority.
c. Equipment; Shipping and Handling.

Customer shall pay all fees and expenses related to the purchase of the Equipment and the shipping and handling of such Equipment to Customer’s designated location.

6. CUSTOMER DATA OWNERSHIP &
CONFIDENTIALITY.
a. Data Ownership. Customer retains all right,
title, and interest in and to Customer Data. Passio may use Customer Data only to perform the Services and for no other purpose except as required by law. Passio shall maintain reasonable administrative, physical, and technical safeguards designed to protect Customer Data, shall notify Customer without unreasonable delay and in no event later than seventytwo (72) hours after discovery of any actual or reasonably suspected unauthorized access to Customer Data or security incident affecting the Services, shall cooperate fully in investigation and remediation, and upon expiration or
termination shall return Customer Data in a commercially reasonable format and securely delete remaining copies, subject to legally required retention.
b. Definition of Confidential Information.
“Confidential Information” means information disclosed by a party to the other party that is designated as confidential or that reasonably should be considered confidential given the

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nature of the information and the circumstances of disclosure.

Confidential Information of Customer includes Customer
Data; Confidential Information of Passio includes the Services and Documentation; and Confidential Information of each party includes the terms and conditions of this Agreement and all Orders (including pricing), as well as information
pertaining to business operations and strategies, and
information pertaining to customers, pricing, and marketing; “Disclosing Party” refers to the party disclosing Confidential Information hereunder, whether such disclosure is directly from Disclosing Party or through Disclosing Party’s
employees or agents; and “Recipient” refers to the party receiving any Confidential Information hereunder, whether such disclosure is received directly or through Recipient’s employees or agents. Confidential Information does not
include information that: (a) is already known to the Recipient without restriction on use or disclosure prior to receipt of such information from the Disclosing Party; (b) is or becomes generally known by the public other than by breach of this Agreement by, or other wrongful act of, the Recipient; (c) is developed by the Recipient independently of, and without reference to, any Confidential Information of the Disclosing Party; or (d) is received by the Recipient from a third party who is not under any obligation to the Disclosing Party to maintain the confidentiality of such information.
c. Requirement of Confidentiality. The
Recipient agrees that it will use the same degree of care it uses to protect the confidentiality of its own confidential
information of like kind (but not less than reasonable care) to:
(a) not disclose or otherwise make available Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party, provided that the Recipient may disclose the Confidential Information of the Disclosing Party to its, and its affiliates’, officers, employees, consultants and legal advisors who have a “need to know,” who have been apprised of this restriction and who are
themselves bound by nondisclosure obligations at least as restrictive as those set forth in this Section 6; and (b) use the Confidential Information of the Disclosing Party only for the purposes of performing its obligations or as otherwise
authorized under this Agreement. The Recipient will promptly notify the Disclosing Party in the event it becomes aware of any loss or disclosure of any of the Confidential Information of Disclosing Party. The obligations in this Section 6 will survive termination and continue for so long as the applicable information constitutes Confidential Information.
d. Compelled Disclosure. The Recipient may
disclose Confidential Information of the Disclosing Party to the extent compelled by law to do so, provided the Recipient gives the Disclosing Party prior notice of the compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Recipient is compelled by law to disclose the Disclosing Party’s
Confidential Information as part of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Recipient for its reasonable cost of compiling and
providing secure access to that Confidential Information.

Notwithstanding anything else in this agreement, in the event that Customer receives a request for Confidential Information under the California Public Records Act, Customer’s sole obligation under this agreement shall be to timely inform Passio that the request has been made and the date by which Customer intends to disclose the records absent a contrary order from a court of competent jurisdiction.

7. TERM; TERMINATION.
a. Term. This Agreement will commence on
the Effective Date and will continue for a period as specified in the Statement of Work (the “Initial Term”) unless earlier terminated in accordance with this Agreement. This
Agreement will expire at the end of the Initial Term unless the parties execute a written amendment or renewal signed by both parties. Any renewal is at Customer's sole option and subject to applicable law and appropriation of funds..
b. Recurring Fees will remain firm during the
Initial Term. Any increase during a renewal term must be mutually agreed in writing by the parties, and in no event will exceed the lesser of the annual percentage increase in CPI-U or three percent (3%).
c. Termination. Without prejudice to any other
remedies and in addition to any other termination rights herein, this Agreement may be terminated as provided below:
i. By either party if the other party
commits a material breach of this Agreement and such breach remains uncured 30) business days after written notice of such breach is delivered to such other party, with a material breach including Customer’s failure to pay, when due, any fees due to Passio; or
ii. By either party if the other party
makes an assignment for the benefit of creditors, or
commences or has commenced against it any proceeding in bankruptcy, insolvency, or reorganization pursuant to
bankruptcy laws, laws of debtor’s moratorium or similar laws; or
iii. By either party, this Agreement
may be terminated for convenience by either party with a 90 business day written notice.
d. Entitlement to Payment. In the event this
Agreement expires or terminates for any reason, Customer shall be pay Passio for work that has actually been performed on and prior to the effective date of such termination. Upon expiration or termination, Customer will pay Passio only for undisputed amounts attributable to Services properly
performed and accepted, and Equipment delivered and

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accepted, through the effective date of termination. Customer will have no obligation to pay accelerated, future, or
unearned amounts. Any prepaid fees for Services not
rendered after the effective date of termination will be refunded to Customer on a pro rata basis..

8. PROPRIETARY RIGHTS AND LICENSES.
a. Reservation. Passio and its licensors reserve
all of their rights, title, and interest in and to the Services and the Documentation, including all intellectual property rights therein. No rights are granted to Customer hereunder other than as expressly set forth in this Agreement.
b. Access to Hosted Services. Subject to
Customer’s compliance with this Agreement and any Orders, Passio grants to Customer a non-exclusive, non-transferable, limited license for Designated Users to access and use the Hosted Services and Documentation solely for Customer’s internal business purposes.
c. License to Equipment Software. Subject to
Customer’s compliance with the terms and conditions of this Agreement, Passio grants to Customer, solely for the benefit of Customer, the following non-exclusive, non-sublicensable, non-transferable (except solely in connection with the sale of Equipment), and perpetual rights and licenses to use one copy of the Equipment Software on each piece of Equipment solely in furtherance of the use of such Equipment. “Equipment Software” means the software included within the Equipment for the purposes of supporting and interacting with the Hosted Services. Customer may not, and shall not, (i) use the
Equipment Software other than in connection with the use of the Equipment, (ii) transfer, rent, donate, assign, lease, or otherwise use the Equipment Software in any time-sharing or service bureau arrangement, or (iii) copy, reproduce,
distribute, sublicense, create derivative works of, reverse engineer, decompile, disassemble, or otherwise modify or commercially exploit the Equipment Software.
d. Trademark License. To the extent that
Customer requests that Passio rebrand the outward appearance of the Hosted Services, or “white label” the Hosted Services, Customer hereby grants Passio a limited, non-exclusive, nontransferable and royalty-free license to publish, display, and use Customer’s trademarks, service marks, names, or logos provided by Customer solely in connection with the provision of Services to Customer under this Agreement.
e. Feedback. Customer grants to Passio a
worldwide, perpetual, irrevocable, transferable, sublicensable, fully paid-up, royalty-free license to use and incorporate into the Services or Equipment any suggestions, enhancements, requests, recommendations, corrections, or other feedback provided by Customer or Users relating to the operation of the Services or Equipment without restriction.

9. CUSTOMER RESPONSIBILITIES; LICENSE
RESTRICTIONS.
a. Customer Responsibilities. Customer shall:
(a) be responsible for its and the Users compliance with this Agreement and for all acts and omissions of the Users as if they were Customer’s acts or omissions; (b) be responsible for the accuracy, quality, and legality of data and information inputted into the Hosted Services (“Input Data”) and the means by which Customer acquired the Input Data; (c) use
commercially reasonable efforts to prevent unauthorized access to or use of the Hosted Services and notify Passio promptly of any unauthorized access or use of which Customer becomes aware; (d) use Hosted Services and Equipment
Software only in accordance with this Agreement, any
applicable Order, and the Documentation; (e) comply with all laws applicable to Customer’s use of the Hosted Services and Equipment Software; and (f) promptly and fully cooperate with Passio and make the necessary personnel and resources available to Passio for Passio to deliver the Services, as reasonably requested by Passio.
b. Technical Requirements. Customer will
need Equipment and certain other equipment (including its vehicle fleet), software, and/or Internet access to be able to access and/or use the Hosted Services and otherwise receive the Services hereunder. The (i) acquisition, (ii) installation and maintenance (other than the Equipment), and (iii) operation of the Equipment, such other equipment, software and/or Internet access is solely Customer’s responsibility. Passio neither represents nor warrants that the Hosted Services will be accessible through all web browser releases.
c. Prohibited Uses. Customer shall not and will
not permit others in using the Hosted Services to: (i) infringe or otherwise violate the legal rights (such as rights of privacy, publicity and intellectual property) of others or Passio; (ii) transmit or upload any material through the Hosted Services that contains viruses, trojan horses, worms, time bombs, cancelbots, or any other programs with the intent or effect of damaging, destroying, disrupting or otherwise impairing Passio’s, or any other person’s or entity’s, network, computer system, or other equipment; (iii) attempt to gain unauthorized access to the Hosted Services; (iv) make the Hosted Services available to, or use any Service for the benefit of, anyone other than Customer or Users; (v) lease, license, sell, sublicense or otherwise transfer its access to or use of the Hosted Services, or include any Hosted Service in a service bureau or
outsourcing offering; (vi) access any Service in order to build a competitive product or service; or (vii) reverse engineer, decompile, or disassemble any Hosted Service. Passio has no obligation to monitor Customer’s use of the Hosted Services.

However, Passio reserves the right (but has no obligation) at all times to monitor, review, retain and disclose any
information as necessary to satisfy or cooperate with any applicable law, regulation, legal process or governmental request.

10. WARRANTIES.

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a. Passio. Passio represents and warrants that
(i) Passio’s personnel assigned to perform Services under this Agreement have the proper skill, training and background so as to be able to perform in a manner consistent with accepted industry standards and practices; (ii) the Hosted Services be provided in conformance with the Documentation in all
material respects; and (iii) the Professional Services shall be provided in a professional and workmanlike manner consistent with generally accepted industry standards.
b. Limited Equipment Warranty.
i. Scope of Warranty. Passio
warrants that, for one year following delivery, the Equipment shall be free of any material defects in material and
workmanship. The foregoing warranty does not cover defects, damages, or issues arising from the following: (1) negligence, abuse, neglect, or misuse of the Equipment by any person or entity other than Passio; (2) use of the Equipment other than in accordance with Documentation or with hardware or
software not previously approved by Passio in writing; (3) damages sustained from vehicle malfunctions or accidents; (4) repairs, attempted repairs, alterations, installations, or reinstallations of the Equipment by any person or entity other than Passio; or (5) theft or vandalism. Customer may purchase extended warranty coverage by entering into an Order with Passio for the same.
ii. Return Procedures. Customer’s
remedy for any defective Equipment is conditioned on its compliance with this section. Customer shall (1) notify Passio, in writing, of any alleged claim or defect within 10 business days from the date Customer discovers an alleged claim or defect, (2) complete and return a Return Materials
Authorization (RMA) to Passio, and (3) ship, at Passio’s expense and Passio’s risk of loss, such allegedly defective Equipment to Passio’s facility located at 6100 Lake Forrest Dr.

Suite 410, Atlanta, GA 30328 or other location as designated by Passio in writing to Customer for inspection and testing by Passio. Upon receipt of the Equipment alleged to be defective, Passio shall inspect and test such Equipment for defects, and if such inspection and testing confirms the reported defect, Passio shall, repair or replace such Equipment. When Passio repairs or replaces the Equipment, Passio shall ship the repaired or replacement Equipment to Customer at Passio’s expense. If Passio determines that any returned Equipment is not defective, Passio shall advise Customer and reasons for the product not being defective and ship the product back to Customer at Customer’s expense. THIS SECTION SETS
FORTH THE CLIENT’S SOLE AND EXCLUSIVE
REMEDY AND PASSIO’S ENTIRE LIABILITY FOR ANY

BREACH OF THE LIMITED WARRANTY SET FORTH IN
SECTION 8(b).
iii. Non-Warranty Repairs. For
Equipment returned for repair or replacement outside of the warranty period, Passio shall charge Customer, and Customer shall pay all costs associated with the repaired or replacement Equipment, shipping, and labor overhead and order
processing.
c. Customer. Customer represents and
warrants that (i) it shall perform its obligations hereunder in a professional and workmanlike manner consistent with
generally accepted industry standards, and (ii) promptly respond to and provide Passio with all materials, information, and facility access requested by Passio as necessary for Passio to provide the Services and otherwise perform its obligations hereunder.
d. Disclaimer. Customer acknowledges that (i)
the Services are an information tool only and are not a substitute for competent management and oversight of
Customer’s vehicle fleet, transportation systems, and
personnel generally and (ii) the Services depend upon a number of variables over which Passio has no control,
including data being transmitted over the internet, Customer’s network, GPS satellites, and third-party carrier networks and fiber and telecommunication lines. OTHER THAN AS
EXPRESSLY SET FORTH IN THIS SECTION 10, PASSIO

DISCLAIMS ALL WARRANTIES, CONDITIONS, OR

REPRESENTATIONS TO CUSTOMER REGARDING

THIS AGREEMENT AND THE SERVICES, WHETHER

ORAL OR WRITTEN, EXPRESS, IMPLIED, OR
STATUTORY. WITHOUT LIMITING THE FOREGOING,

ANY IMPLIED WARRANTY OR CONDITION OF

MERCHANTABILITY, THE IMPLIED WARRANTY

AGAINST INFRINGEMENT, THE IMPLIED WARRANTY

OR CONDITION OF FITNESS FOR A PARTICULAR

PURPOSE, AND THOSE ARISING FROM A COURSE OF

DEALING OR USAGE OF TRADE ARE EXPRESSLY
EXCLUDED AND DISCLAIMED BY PASSIO. NO

WARRANTY IS MADE THAT USE OF THE SERVICES

WILL BE ERROR FREE OR UNINTERRUPTED, THAT

ANY ERRORS OR DEFECTS IN THE SERVICES WILL

BE CORRECTED, OR THAT THE SERVICES
FUNCTIONALITY WILL MEET CUSTOMER’S
REQUIREMENTS.

11. INSURANCE.
a. REQUIRED INSURANCE: Passio shall not
commence work for the Customer until it has provided
evidence satisfactory to the Customer it has secured all insurance required under this section. In addition, Passio shall not allow any subcontractor to commence work on any
subcontract until it has secured all insurance required under this section.
b. Commercial General Liability (CGL):

Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal & advertising injury with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the

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general aggregate limit shall apply separately to this
project/location (ISO CG 25 03 or 25 04) or the general aggregate limit shall be twice the required occurrence limit. c. Automobile Liability: ISO Form Number
CA 00 01 covering any auto (Code 1), or if Passio has no owned autos, hired, (Code 8) and non-owned autos (Code 9), with limit no less than $1,000,000 per accident for bodily injury and property damage.
d. Workers’ Compensation: as required by the
State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000 per accident for bodily injury or disease.
e. Cyber Insurance, with limits not less than
$2,000,000 per occurrence or claim, $2,000,000 aggregate.

Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Passio in this agreement and shall include, but not be limited to, claims involving security breach, system failure, data recovery, business interruption, cyber extortion, social engineering, infringement of intellectual property, including but not limited to
infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, and alteration of electronic information. The policy shall provide coverage for breach response costs, regulatory fines and penalties as well as credit monitoring expenses.
f. Passio shall at all times during the term of
this Agreement and any amendments thereto carry Technology Professional Liability Errors and Omissions Insurance
coverage in an amount not less than $2,000,000 per claim and cover all sums the Passio shall be legally obligated to pay because of claims for loss or disclosure of electronic data, media and content rights infringement and liability, network security failure and software copyright infringement liability due to the failure of Passio’s products or services. If the policy is written on a claims made basis, the retroactive date must be on or before the commencement of the Services and the
coverage must remain in force for a period of at least three (3) years following the termination of the Services.
i. The Policy shall include or be
endorsed to include property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information “property” of the Customer in the care, custody, or control of Passio.
g. The following requirements shall apply to
the insurance policies which shall contain or be endorsed to contain appropriate language to satisfy these requirements:
i. Additional Insured Status. The
Customer, its officers, officials, employees, and volunteers (“Additional Insureds”) are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Passio including materials, parts, or equipment furnished in
connection with such work or operations. General liability coverage can be provided in the form of an endorsement to Passio’s insurance (at least as broad as ISO Form CG 20 10 11 85 or if not available, through the addition of both CG 20 10, CG 20 26, CG 20 33, or CG 20 38; and CG 20 37 if a later edition is used).
ii. Primary Coverage. For any claims
related to this contract, Passio’s insurance coverage shall be primary and non-contributory and at least as broad as ISO CG 20 01 04 13 with respect to the Customer, its officers, officials, employees, and volunteers. Any insurance or self-insurance maintained by the Customer, its officers, officials, employees, or volunteers shall be excess of the Passio’s insurance and shall not contribute with it. This requirement shall also apply to any Excess or Umbrella liability policies.
iii. Umbrella or Excess Policies.

Passio may use Umbrella or Excess Policies to provide the liability limits as required in this agreement. This form of insurance will be acceptable provided that all of the Primary and Umbrella or Excess Policies shall provide all of the insurance coverages herein required, including, but not limited to, primary and non-contributory, additional insured, SelfInsured Retentions (SIRs), indemnity, and defense requirements. The Umbrella or Excess policies shall be
provided on a true “following form” or broader coverage basis, with coverage at least as broad as provided on the underlying Commercial General Liability insurance. No insurance
policies maintained by the Additional Insureds, whether primary or excess, and which also apply to a loss covered hereunder, shall be called upon to contribute to a loss until Passio’s primary and excess liability policies are exhausted. h. Notice of Cancellation. Each insurance
policy required above shall provide that coverage shall not be canceled, except with notice to the Customer.
i. Waiver of Subrogation. Passio hereby
grants to the Additional Insureds a waiver of any right to subrogation which any insurer of Passio may acquire against the Additional Insureds by virtue of the payment of any loss under such insurance. Passio agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the Customer has received a waiver of subrogation endorsement from the insurer.
j. Self-Insured Retentions. Self-insured
retentions must be declared to and approved by the Customer.

The Customer may require Passio to purchase coverage with a lower retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or Customer.

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k. Verification of Coverage. Passio shall
furnish the Customer with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause and a copy of the Declarations and Endorsements Pages of the CGL and any
Excess policies listing all policy endorsements.
l. All polices, except for the professional
liability policies must be occurrence-based policies.
m. Insurance is to be placed with insurers
authorized to conduct business in the state with a current A.M.

Best’s rating of no less than A:VII, unless otherwise
acceptable to the Licensee.

12. INDEMNIFICATION.
a. Passio Indemnification. Passio will defend,
indemnify, and hold harmless Customer, its elected officials, officers, directors, employees, agents, volunteers, affiliates, successors and permitted assigns from and against any claim, demand, suit, loss, liability, cost, expense, including reasonable attorneys fees, action or proceeding brought by a third-party (“Damages”)arising out of or relating to: (a) infringement or misappropriation of intellectual property rights by the Services or Equipment; (b) Passio's breach of confidentiality, data security obligations, or unauthorized disclosure of Customer Data; (c) bodily injury, death, or damage to tangible property caused by Passio or its personnel; and (e) the negligent acts, errors, omissions, recklessness, or willful misconduct of Passio or its subcontractors. Such Damages included within the scope of Passio’s
indemnification obligation shall also include data breach response costs, regulatory fines and penalties, costs of notification of affected persons, and any credit monitoring expenses..
b. Customer Indemnification. To the extent
permitted by applicable law, Customer shall be responsible only for claims finally determined by a court of competent jurisdiction to have been caused by the negligent or wrongful acts or omissions of Customer. Nothing in this Agreement shall be construed as an indemnity by Customer beyond that permitted by California law.
c. Indemnification Procedures. The party
seeking indemnification hereunder will promptly notify the indemnifying party in writing of a claim for which it seeks indemnification hereunder and cooperate with the
indemnifying party at the indemnifying party’s sole cost and expense. The indemnifying party will immediately take
control of the defense and investigation of the claim and will employ counsel of its choice to handle and defend the same, at the indemnifying party’s sole cost and expense. The
indemnifying party will not settle any claim hereunder in a manner that adversely affects the rights of the indemnified party without the indemnified party’s prior written consent, which will not be unreasonably withheld or delayed. The indemnified party’s failure to perform any obligations under this Section will not relieve the indemnifying party of its obligations under this Section except to the extent that the indemnifying party can demonstrate that it has been materially prejudiced as a result of such failure. The indemnified party may participate in and observe the proceedings at its own cost and expense.

13. GENERAL.
a. Not used.
b. Insurance. Passio must Cyber Liability
Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000 aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Vendor/Contractor/Operator in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to
infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion and network security. The policy shall provide coverage for breach
response costs as well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations
c. Assignment. This Agreement shall be
binding upon the parties' respective successors and permitted assigns. Neither party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other party; provided that, upon prior written notice to the other party, either party may assign this Agreement, in whole, to a successor of all or substantially all of the assets of that party through merger, reorganization, consolidation or acquisition, whether by operation of law or otherwise. Any such assignment shall be subject to the
assignee’s express written acceptance of all of the terms of this Agreement. Both parties agree that any permitted assignment it makes hereunder shall not relieve the parties of their respective obligations hereunder.
d. Governing Law. This Agreement shall be
governed by and construed in accordance with the laws of the State of California without reference to the conflicts of law provisions thereof. The sole jurisdiction and venue for any litigation arising out of this Agreement shall be the state courts in the State of California in the County of San Joaquin, and the parties irrevocably consent to the personal jurisdiction of such courts.
e. Waiver. A failure of either party to exercise
any right provided for herein, shall not be deemed to be a waiver of any right hereunder.
f. Complete Agreement. This Agreement
together with any Order and the Schedules hereto set forth the entire understanding of the parties as to the subject matter

82108.00000\44840352.1
therein and may not be modified except in a writing executed by both parties. No modification, amendment, supplement to or waiver of this Agreement hereunder, or any of their
provisions shall be binding upon the parties hereto unless made in writing and duly signed by both parties.
g. Export. Customer shall not itself, or permit
any third party, to, export, re-export or release, directly or indirectly, the Services or Equipment to any country,
jurisdiction or individual person to which the export, re-export or release of the Service or Equipment (a) is prohibited by applicable law and associated regulations or (b) without first completing all required undertakings, including obtaining any necessary export license or other governmental approval. h. Severability. In the event any one or more
of the provisions of this Agreement is invalid or otherwise unenforceable, the enforceability of remaining provisions shall be unimpaired.
i. Independent Contractor. Passio’s
relationship with Customer will be that of an independent contractor. Nothing in this Agreement is to be construed as designating Passio an agent or employee of Customer.
j. Remedies. The rights and remedies of the
parties as set forth in this Agreement are not exclusive and are in addition to any other rights and remedies available to them in law or in equity.
k. Force Majeure. Neither party will be liable
for delay or failure in performing any of its obligations (other than payment obligations) hereunder due to causes beyond its reasonable control, including an act of nature, war, natural disaster, governmental regulations, terrorism, communication or utility failures or casualties or the failures or acts of the other party or third parties.
l. Counterparts. This Agreement may be
executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same document.
m. Additional Service and/or Locations. Any
additional services, locations, equipment, or scope changes must be set forth in a written amendment or order form signed by authorized representatives of both parties, including agreed pricing, term, and implementation assumptions. Email
correspondence alone will not modify this Agreement unless expressly stated in a signed amendment. Additional services may include, but are not limited to, adding
solutions/equipment to existing fleet, adding
solutions/equipment to additional vehicles, transferring equipment from decommissioned vehicles to new vehicles, adding services to new end user locations, or adding
customized solutions/equipment/products.

82108.00000\44840352.1

Schedule B – Service Levels Agreement

1. Support. Passio will provide remote support for connectivity, configuration, and hardware troubleshooting.

Passio will provide or arrange for on-site support services following installation of the Equipment for additional fees, which may include trip charges and/or travel expenses, hourly fees, and minimum charges as incurred. Passio’s support personnel will, under most circumstances, log and confirm support items within one business day. Passio shall use commercially reasonable efforts to resolve critical support items are within two business days or less.

2. Scheduled Maintenance. Passio shall use commercially reasonable efforts to provide Customer with prior notice of maintenance times, which Passio typically conducts during off-peak periods.

3. Availability. Subject to the terms and conditions of this Agreement, Passio will use commercially reasonable efforts to make the Hosted Services Available (as defined below) at least ninety-nine percent (99.0%) of the time as measured over the course of each calendar month during the Term (each such calendar month, a “Service Period”), excluding unavailability as a result of any of the Exceptions described below in this Section 1 (the “Availability Requirement”). “Service Level Failure” means a material failure of the Hosted Services to meet the Availability Requirement. “Available” and “Availability” mean the Hosted Services are available for access and use by Customer. For purposes of calculating the Availability Requirement, the following are “Exceptions” to the Availability Requirement, and neither will the Hosted Services be considered un-Available nor any Service Level Failure be deemed to occur in connection with any failure to meet the Availability Requirement or impaired ability of Customer to access or use the Hosted Services that is due, in whole or in part, to any: (a) access to or use of the Hosted Services by Customer or any of its users, or using Customer’s or an users’ access credentials, that does not strictly comply with this Agreement or the Documentation; (b) Customer’s delay in performing, or failure to perform, any of its obligations under this Agreement; (c) Customer’s or its users’ Internet connectivity; (d) force majeure event; (e) failure, interruption, outage or other problem with any software, hardware, system, network, facility or other matter not supplied by Passio pursuant to this Agreement; (f) scheduled downtime for routine maintenance of which Passio has provided Customer at least 24 hours’ prior notice via email or though the Hosted Services; or (g) disabling, suspending, or terminating the Services pursuant to the Agreement.

4. Service Level Failures and Remedies. In the event of a Service Level Failure, Passio will issue a credit to Customer in the amount set forth in the table below, measured as a percentage of the monthly fees (or pro rata equivalent thereof) for the applicable Hosted Services paid or payable for the Service Period the Service Level Failure occurred (each a “Service Credit”).

Availability
Service Credit
(as percentage of monthly fees (or pro rata
equivalent thereof))

99.0% - 100% 0.0 %

95.0% - 98.9% 2.5 %

90.0% - 94.9% 5.0 %
< 90.0% 20.0 %
Notwithstanding the foregoing, Passio has no obligation to issue any Service Credit unless Customer: (i) reports the Service Failure to Passio immediately upon becoming aware of it, and (ii) requests such Service Credit in writing within 10 days of the Service Level Failure. Additionally, in no event will a Service Credit for any Service Period exceed [twenty percent (20%)] of the total monthly fees (or pro rata equivalent thereof) that would be payable for that Service Period if no Service Level Failure had occurred. For the avoidance of doubt, if a flat fee is agreed upon in the applicable Order, and as a result there is not a monthly fee, the Service Credit for any Service Period will not exceed twenty percent (20%) of the total flat fee divided by the total number of months that constitute the Term. Subject to the foregoing, any Service Credit payable to Customer under this

82108.00000\44840352.1
Agreement will be issued to Customer in the calendar month following the Service Period in which the Service Level Failure occurred. Service credits are in addition to, and not in lieu of, Customer's other contractual remedies. If Passio fails to meet the Availability Requirement in any three (3) months in a rolling twelve (12)-month period, or if any single month falls below ninety-five percent (95%) availability, Customer may terminate the affected Services for cause upon written notice unless Passio cures the failure within a commercially reasonable period not to exceed fifteen (15) days.

5. Hardware Replacement. Passio will typically order and/or ship replacement hardware within two business days of receiving completed Return Merchandise Authorization from Customer. Replacement items that are not in stock will be processed using the available supplier with the fastest replacement schedule available at the time. Equipment replaced under Passio Warranty Program (either standard one year manufacturer’s warranty or if extended warranty is purchased) covers equipment only and does not include labor or installation. Customer is responsible for shipping costs and warranty processing fees.

6. Equipment Installation. If equipment and installation services are contracted, Customer shall provide direction, in writing, to Passio Technologies, a minimum of 10 business days prior to installation date. Information to be provided shall include power source for all equipment, location of equipment installation, and any other installation parameters. Vehicle installation shall be deemed complete and accepted by customer after successful communications test by installer. Customer has ten business days to alert Passio Technologies, in writing to any installation exception. Installation are warrantied for 30 days.

7. System Deployment and Testing. Initial system deployment testing to start a minimum of fourteen (14) business days prior to live deployment and typically continues for 30-90 days post live start. All equipment shall be fully installed to initiate deployment testing, any equipment not installed will extend testing period. Items to be reviewed and adjusted (but not limited to) will include equipment installation and communications, system configuration, schedule activity, and reporting and analytics. Customers will work directly with deployment team to review, update and provide feedback for edits and adjustments. Accuracy of reports and system data is directly related to the thoroughness of the deployment testing, and any limitations placed on the testing process may impact the amount of time needed to address reporting or configuration issues.

8. Customer Agreement. Customer agrees to the above terms and conditions upon acceptance of equipment and/or software licenses.

9. Payment Milestones.

Software: Setup and Licenses
MILESTONE: Contract Signature and/or Purchase Order Issued 0% Full Project Software Setup Fees Billed
0% All Vehicle License Fees Billed
MILESTONE: Access to Software (Typically within first 30 days or less) 100% Full Project Software Setup Fees Billed
100% All Vehicle License Fees Billed
Equipment & Installation
MILESTONE: Equipment received at client location.
50% Equipment Costs Billed
Invoices will include Vehicle Asset Number for each equipment component shipped.

MILESTONE: Equipment Installed and Communication Confirmed 50% Equipment Costs Billed
Vehicle Installation Fees Billed by Vehicle as completed Trip fees billed when customer requires trips outside of the initial installation plan Recurring Fees
MILESTONE: Go Live Date Plus One Week
100% Recurring Fees (Monthly)

82108.00000\44840352.1
Schedule C – Statement of Work and Order Form Template
Statement of Work
Term
This Agreement will commence on the Effective Date and will continue for a period of 12 months (the “Initial Term”) unless earlier terminated in accordance with this Agreement.

See attached Quote.

City of Escalon
Transit Manager John Andoh
[email protected]
Quote #: 4760 v2
One-Time Cost - $39,853.18 USD
Annual Recurring - $11,558.80 USD
Quote Expires - Jun 10, 2026

Transit Fixed / On-Demand, LLC
3031 Tech Way , 110 Plaza West
San Jose, CA 95128
United States
T: 888-638-3095
Quote # 4760 v2
Date Mar 16, 2026
Expires Jun 10, 2026
Contact Chris Asa
Prepared for City of Escalon
John Andoh
2060 McHenry Ave
Escalon, CA 95320
United States
T: 209.691.7465
E: [email protected]
City Of Escalon 3V Passio Go
Passio Go - CAD/AVL
One-Time Fees
Category Item Qty Price Total
Setup Passio GO CAD/AVL GPS Setup
Setup Passio GO solution for customer account. One fee per system. 35% Item Discount ($922.95)
1 $2,637.00 $2,637.00
$1,714.05†
Code: GOga
Base Price $2,637.00 $2,637.00
Setup Project Management - Passio
Project Management, involved with setup and configuration of devices and solutions remotely.
1 $1,500.00 $1,500.00
Passio (Code: PMENG)
License Passio GO GPS CAD/AVL Software License
Per unit one time software license. Includes lifetime updates. For Installed, Portable, and API Configuration.
20% Item Discount ($100.20)
3 $167.00 $501.00
$400.80
Code: GOgpsavl
Base Price $167.00 $501.00
Hardware Cellular Router & Modem
Pepwave BR1 Mini (HW3) with Cat 4 LTE
3 $1,061.00 $3,183.00
Pepwave (Code: 1210002MODM)
Peplink Monitoring: PrimeCare for MAX Transit Mini (PRM-MAX-TST-MINI-LTE2Y) Hardware Antenna, Roof Mount Pepwave Antenna
Antenna, Roof Mount Pepwave Antenna
3 $375.00 $1,125.00
Code: ANT-ROOF-MM-PW-502

ACCEPT QUOTE
Quote
Transit Fixed / On-Demand, LLC - Quote # 4760 v2 2 / 8

One-Time Subtotal $8,946.00
Discount ($1,023.15)
Annual Subtotal $810.00
One-Time Subtotal $9,044.48
Discount ($1,660.40)
Annual Fees
Category Item Qty Price Total
Recurring Passio Request & GO Recurring Costs - Annual
Passio Request & GO Recurring Costs - Annual
3 $270.00 $810.00
Code: R&GOA
*
Smartsense Signs
One-Time Fees
Category Item Qty Price Total
Setup/License SmartSense LED Setup
Setup of SmartSense for new TranSign interior passenger information sign. 60% Item Discount ($1,502.40)
1 $2,504.00 $2,504.00
$1,001.60†
Code: LEDset
Setup/License SmartSense LED Software License
Per vehicle software license fee for passenger information sign and/or destination sign management.
20% Item Discount ($158.00)
2 $395.00 $790.00
$632.00†
Code: LEDsl
Hardware Passenger Information SmartSense LED Sign
Amber Interior LED Sign 3.5" x 32.25" x 2.25"
8x96 pixels
2 $1,963.24 $3,926.48
TranSign LLC (Code: 1210007SSNS)
Required SmartSense Accessories:
15' Data Link Custom Cable (LD-CP)
Wiring harness, mounts, hardware (SSHDW)
Hardware MDT Portable
Rugged Android MDT with Cradle Mount
2 $912.00 $1,824.00
Code: MDTport
RAM-B-Std-Port-Bundle: RAM-B-Std-Port-Bundle (RAMMDTP)
AVA
Quote
Transit Fixed / On-Demand, LLC - Quote # 4760 v2 3 / 8

One-Time Subtotal $10,180.00
Discount ($3,527.20)
One-Time Subtotal $4,202.00
One-Time Fees
Category Item Qty Price Total
Setup AVA: Automated Voice Announcement Standard Setup
Automated Voice Announcement solution setup
60% Item Discount ($3,000.00)
1 $5,000.00 $5,000.00
$2,000.00†
Code: 1213009AVA
Setup Project Management - Passio
Project Management, involved with setup and configuration of devices and solutions remotely.
1 $1,500.00 $1,500.00
Passio (Code: PMENG)
Hardware AVA: Audio Interrupt System
Includes audio interrupt hardware, ancillary equipment, and wiring for connection to existing PA or Head Unit system with installed speakers. If additional audio equipment is required, Passio can provide this option as an upgrade to the customer.
2 $522.00 $1,044.00
Code: 1219045AVA
License AVA: Automated Voice Announcement Software License Per unit one time software license. Includes lifetime updates. 20% Item Discount ($527.20)
2 $1,318.00 $2,636.00
$2,108.80†
Code: AVAlicense
External AVA: External AVA Announcements (AVAEXT)
Text ETA
One-Time Fees
Category Item Qty Price Total
Setup/License ETA Text Back Account Setup
ETA to text request initial setup for a customer account. Includes setting up text codes, testing text back feature, training, and database coordination. This is a one time fee per account.
1 $4,202.00 $4,202.00
Passio (Code: TXTBSET)
IVR Add On: IVR Add On (IVRADD)
Annual Fees
Category Item Qty Price Total
Quote
Transit Fixed / On-Demand, LLC - Quote # 4760 v2 4 / 8

Annual Subtotal $7,474.00
One-Time Subtotal $12,159.00
Discount ($3,856.40)
Annual Subtotal $444.00
Recurring ETA Text Back Annual Service
ETA text back stop codes and messaging. Annual fee per account. Includes up to 5,000 text messages per month for this Basic Plan. Additional text packages available in message increments listed if requested.
1 $7,474.00 $7,474.00
Code: TXTBANN
Base Price $2,974.00 $2,974.00
ETA Text Back Message Packages: IVR Add On/Increase Text Back Messaging - 10K/Month Total (IVRADD)
$4,500.00 $4,500.00
Category Item Qty Price Total
*
Stop Request
One-Time Fees
Category Item Qty Price Total
Setup/License Stop Request Integration Module
Setup Stop Request indicator to be triggered by on board tape or pull cord system.

Includes notification on driver Mobile Data Terminal (Passio provided MDT solution) and Stop Requested message on Passio provided internal message sign solution (SmartSense).
40% Item Discount ($3,594.80)
1 $8,987.00 $8,987.00
$5,392.20
Passio (Code: SRSET)
Setup/License Stop Request License Fee
Per vehicle license fee for Stop Request Module.
20% Item Discount ($261.60)
2 $654.00 $1,308.00
$1,046.40
Passio (Code: SRLIC)
HDW&INST Stop Request Hardware
Per vehicle wiring, relay hardware, installation, and testing. 2 $932.00 $1,864.00
Passio (Code: SRHDW)
Annual Fees
Category Item Qty Price Total
Recurring Stop Request Annual Support and Maintenance
Annual per vehicle fee for support, maintenance, and upgrades for stop request module.
2 $222.00 $444.00
Passio (Code: SRANN)
*
Quote
Transit Fixed / On-Demand, LLC - Quote # 4760 v2 5 / 8

One-Time Subtotal $2,212.00
Discount ($508.15)
Annual Subtotal $2,830.80
Wifi
One-Time Fees
Category Item Qty Price Total
License Mobile WiFi Software License
Per unit one time software license. Includes lifetime updates. Includes setup of cellular router device.
20% Item Discount ($179.40)
3 $299.00 $897.00
$717.60†
Code: WifiSL
Setup/License Mobile WiFi Standard Setup
Configuration - setup management account, connect and test all devices. Set up public WiFi configurtation settings.
25% Item Discount ($328.75)
1 $1,315.00 $1,315.00
$986.25†
Code: WifiSS
Annual Fees
Category Item Qty Price Total
Recurring Mobile Wi-Fi:WiFi System Management Recurring Annually Includes Remote Management, Usage Reporting, Firmware Updates. Data provided separately.
3 $214.00 $642.00†
Code: WifiRA
Recurring Monthly Cellular Data-WIFI Plans Annual
Bundled large data plans for public Wi-Fi on board vehicles - Annual Subscription 3 $729.60 $2,188.80
Verizon (Code: WIFIDATAANN)
Data Plan Options: 5GB Pooled (VZ05GBANN)
*
Installation
One-Time Fees
Category Item Qty Price Total
Installation Installation - 2 Passenger Vehicles
Hardware installation and connectivity testing. On site charges, travel, and initial costs.

All installation costs are based on all vehicles being available at the time of the technician visit. If additional trips or revisits are needed due to bus availability, additional fee will apply
2 $1,655.00 $3,310.00
Passio (Code: Install)
Component Install:

Quote
Transit Fixed / On-Demand, LLC - Quote # 4760 v2 6 / 8

One-Time Subtotal $3,685.00
†
Non-taxable item
Please contact us if you have any questions.

One-Time Subtotal $50,428.48
Discount ($10,575.30)
Total One-Time $39,853.18 USD
Total Annually $11,558.80 USD
Tablet/MDT (Mobile Data Terminal) and Mount Equipment (MDTINST) AVA Interrupt (AVAINST)
LED Interior Sign - SmartSense (LEDINST)
Cellular Router (ROUTRINST)
Stop Request (STOPREQ)
Power Management Module (ADDREQ)
Installation Installation - Single Van
Hardware installation and connectivity testing. On site charges, travel, and initial costs.

All installation costs are based on all vehicles being available at the time of the technician visit. If additional trips or revisits are needed due to bus availability, additional fee will apply
1 $375.00 $375.00
Passio (Code: Install)
Component Install: Tablet/MDT (Mobile Data Terminal) and Mount Equipment (MDTINST)
Category Item Qty Price Total
Summary
Cost Breakdown
Category One-Time Fees Annual Fees
Setup $10,637.00 —
License $4,034.00 —
Hardware $11,102.48 —
Recurring — $11,558.80
Setup/License $19,106.00 —
HDW&INST $1,864.00 —
Installation $3,685.00 —
Discount ($10,575.30) —
Total $39,853.18 USD $11,558.80 USD
Standard Terms and Conditions
Installation

ACCEPT QUOTE
Quote
Transit Fixed / On-Demand, LLC - Quote # 4760 v2 7 / 8

All installation quotes are estimates based on customer provided vehicle information. Limited vehicle availability or undocumented vehicle configuration information may result in increased installation costs and/or trip charges. Passio installations are planned to occur during standard business hours. Additional fees may apply if overnight or weekend hardware installation is required by the customer.

Sales & Use Tax
Customers are responsible for all applicable sales tax. If you are sales tax exempt or use taxes are accrued, please provide that documentation at the time of order acceptance.

Term of Agreement
Standard term is 36 months for optimal pricing. Customers have the option to select 60 month term to lock in pricing for an extended period. Lesser term periods are subject to higher recurring fees. After term agreement is completed customer has the option to transition to a new term agreement or month to month arrangement, any price adjustments will be communicated, in writing, at that time. Month to month customers may cancel at any time by providing a minimum of 30 days' written notification.

Recurring Fees automatically increase annually by 3% or the prevailing Consumer Price Index Rate, whichever is greater, up to a maximum of 5% per year unless otherwise determined by mutual agreement and documented, in writing, by all parties.

Financial Terms
Recurring costs begin at 'go live' which is determined when solutions are fully available and after installation (if required) of available fleet is completed.

Quote
Transit Fixed / On-Demand, LLC - Quote # 4760 v2 8 / 8

82108.00000\44840352.1
Schedule D – Federal Certifications and Assurances

ACCESS TO RECORDS AND REPORTS

1. Record Retention. The Contractor will retain, and will require its subcontractors of all tiers to retain, complete and readily accessible records related in whole or in part to the contract, including, but not limited to, data, documents, reports, statistics, leases, subcontracts, arrangements, other third party Contracts of any type, and supporting materials related to those records.

2. Retention Period. The Contractor agrees to comply with the record retention requirements in accordance with 2 C.F.R. § 200.334. The Contractor shall maintain all books, records, accounts and reports required under this Contract for a period of at not less than three (3) 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 records shall be maintained until the disposition of all such litigation, appeals, claims or exceptions related thereto.

3. Access to Records. The Contractor agrees to provide sufficient access to FTA and its contractors to inspect and audit records and information, including such records and information the contractor or its subcontractors may regard as confidential or proprietary, related to performance of this contract in accordance with 2 CFR § 200.337.

4. Access to the Sites of Performance. The Contractor agrees to permit FTA and its contractors access to the sites of performance under this contract in accordance with 2 CFR § 200.337.

AMERICANS WITH DISABILITIES ACT(ADA)
The contractor agrees to comply with all applicable requirements of section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, which prohibits discrimination on the basis of handicaps, with the Americans with Disabilities Act of 1990 (ADA), as amended, 42 U.S.C. §§ 12101 et seq., which requires that accessible facilities and services be made available to persons with disabilities, including any subsequent amendments to that Act, and with the Architectural Barriers act of 1968, as amended, 42 U.S.C. §§ 4151 et seq., which requires that buildings and public accommodations be accessible to persons with disabilities, including any subsequent amendments to that Act. In addition, the contractor agrees to comply with any and all applicable requirements issued by the FTA, DOT, DOJ, U.S. GSA, U.S. EEOC, U.S. FCC, any subsequent amendments thereto and any other nondiscrimination statute(s) that may apply to the Project.

BUY AMERICA REQUIREMENTS
The contractor agrees to comply with 49 U.S.C. 5323(j) and 49 C.F.R. part 661 and 2 CFR § 200.322 Domestic preferences for procurements, which provide that Federal funds may not be obligated unless all steel, iron, and manufactured products used in FTA funded projects are produced in the United States, unless a waiver has been granted by FTA or the product is subject to a general waiver. General waivers are listed in 49 C.F.R. § 661.7.

Build America, Buy America Act. Construction materials used in the Project are subject to the domestic preference requirement of the Build America, Buy America Act, Pub. L. 117­58, div. G, tit. IX, §§ 70911 – 70927 (2021), as implemented by the U.S. Office of Management and Budget’s “Buy America Preferences for Infrastructure Projects,” 2 CFR Part 184. The Recipient acknowledges that this agreement is neither a waiver of § 70914(a) nor a finding under § 70914(b). In accordance with 2 CFR § 184.2(a), the Recipient shall apply the standards of 49 CFR Part 661 to iron, steel, and manufactured products.

Separate requirements for rolling stock are set out at 49 U.S.C. 5323(j)(2)(C), 49 U.S.C. § 5323(u) and 49 C.F.R. § 661.11. Domestic preferences for procurements
The bidder or offeror must submit to the Agency the appropriate Buy America certification. Bids or offers that are not accompanied by a completed Buy America certification will be rejected as nonresponsive. For more information please see the FTA’s Buy America webpage at:
https://www.transit.dot.gov/buyamerica
CARGO PREFERENCE REQUIREMENTS
The contractor agrees:
a. to use privately owned United States­Flag commercial vessels to ship at least 50 percent of any equipment, materials or commodities procured, contracted for or otherwise obtained with funds granted, guaranteed, loaned, or advanced by the U.S. Government under this agreement, and which may be transported by ocean vessel, shall be transported on privately owned United States­flag commercial vessels, if available. 46 U.S.C. § 55305, and U.S.

Maritime Administration regulations, “Cargo Preference – U.S.­Flag Vessels,” 46 CFR Part 381. b. to furnish within 20 days following the date of loading for shipments originating within the United States or within 30 working days following the date of loading for shipments originating outside the United States, a legible copy of a rated, ‘on­board’ commercial ocean bill­of­lading in English for each shipment of cargo described in 46 CFR § 381.7(a)(1) shall be furnished to both the recipient (through the prime contractor in the case of subcontractor bills­of­lading) and to the Division of National Cargo, Office of Market Development, Maritime Administration, Washington, DC 20590; and c. to include these requirements in all subcontracts issued pursuant to this contract when the subcontract may involve the transport of equipment, material, or commodities by ocean vessel.

CHANGES TO FEDERAL REQUIREMENTS
Federal requirements that apply to the Recipient or the Award, the accompanying Underlying Agreement, and any Amendments thereto may change due to changes in federal law, regulation, other requirements, or guidance, or changes in the Recipient’s Underlying Agreement including any information

incorporated by reference and made part of that Underlying Agreement; and Applicable changes to those federal requirements will apply to each Third Party Agreement and parties thereto at any tier.

CIVIL RIGHTS LAWS AND REGULATIONS
The following Federal Civil Rights laws and regulations apply to all contracts.

The Contractor and any subcontractor agree to comply with all the requirements prohibiting discrimination on the basis of race, color, or national origin of the Title VI of the Civil Rights Action of 1964, as amended 52 U.S.C 2000d, and U.S. DOT regulation “Nondiscrimination in Federally­Assisted Programs of the Department of Transportation – Effectuation of the Title VI of the Civil rights Act, “49 C.F. R. Part 21 and any implementing requirement FTA may issue. 1 Federal Equal Employment Opportunity (EEO) Requirements.These include, but are not limited to:
a) Nondiscrimination in Federal Public Transportation Programs. 49 U.S.C. § 5332, covering projects, programs, and activities financed under 49 U.S.C.

Chapter 53, prohibits discrimination on the basis of race, color, religion, national origin, sex (including sexual orientation), disability, or age, and prohibits discrimination in employment or business opportunity.
b) Prohibition against Employment Discrimination. Title VII of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000e, Title VI of the Civil Rights Act of 1964,” 49 CFR Part 21, and 49 U.S.C. § 5332, prohibits discrimination in employment on the basis of race, color, religion, sex, or national origin. 2 Nondiscrimination on the Basis of Sex. Title IX of the Education Amendments of 1972, as amended, 20 U.S.C. § 1681 et seq. and implementing Federal regulations, “Nondiscrimination on the Basis of Sex in Education Programs or Activities Receiving Federal Financial Assistance,” 49 C.F.R. part 25 prohibit discrimination on the basis of sex.
3 Nondiscrimination on the Basis of Age. The “Age Discrimination Act of 1975,” as amended, 42 U.S.C. § 6101 et seq., and Department of Health and Human Services implementing regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, prohibit discrimination by participants in federally assisted programs against individuals on the basis of age. The Age Discrimination in Employment Act (ADEA), 29 U.S.C. § 621 et seq., and Equal Employment Opportunity Commission (EEOC) implementing regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, also prohibit employment discrimination against individuals age 40 and over on the basis of age. 4 Federal Protections for Individuals with Disabilities. The Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. § 12101 et seq., prohibits discrimination against qualified individuals with disabilities in programs, activities, and services, and imposes specific requirements on public and private entities. Third party contractors must comply with their responsibilities under Titles I, II, III, IV, and V of the ADA in employment, public services, public accommodations, telecommunications, and other provisions, many of which are subject to regulations issued by other Federal agencies.

Civil Rights and Equal Opportunity
The Agency is an Equal Opportunity Employer. As such, the Agency agrees to comply with all applicable Federal civil rights laws and implementing regulations. Apart from inconsistent requirements imposed by Federal laws or regulations, the Agency agrees to comply with the requirements of 49 U.S.C. § 5323(h) (3) by not using any Federal assistance awarded by FTA to support procurements using exclusionary or discriminatory specifications. Under this Contract, the Contractor shall at all times comply with the following requirements and shall include these requirements in each subcontract entered into as part thereof.

1. Nondiscrimination. In accordance with Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, religion, national origin, sex, disability, or age. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue.

2. Equal Employment Opportunity. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e et seq., Title I of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. §§ 12101, et seq.; and Federal transit laws at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements, without regard to their race, color, religion, national origin, or sex (including sexual orientation). In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

3. Age. In accordance with the Age Discrimination in Employment Act, 29 U.S.C. §§ 621­634, U.S. Equal Employment Opportunity Commission (U.S.

EEOC) regulations, “Age Discrimination in Employment Act,” 29 C.F.R. part 1625, the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6101 et seq., U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 C.F.R. part 90, and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any Implementing requirements FTA may issue.

4.Disabilities. In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 U.S.C. § 794, the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 U.S.C. § 4151 et seq., and Federal transit law at 49 U.S.C. § 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue.

5. Federal Law and Public Policy Requirements. The Contractor shall ensure that Federal funding is expended in full accordance with the U.S.

Constitution, Federal Law, and statutory and public policy requirements: including, but not limited to, those protecting free speech, religious liberty, public welfare, the environment, and prohibiting discrimination; and the Recipient will cooperate with Federal officials in the enforcement of Federal law, including cooperating with and not impeding U.S. Immigration and Customs Enforcement (ICE) and other Federal offices and components of the Department of Homeland Security in the enforcement of Federal immigration law.

DEBARMENT AND SUSPENSION
Debarment and Suspension (Executive Orders 12549 and 12689). A covered transaction (see 2 C.F.R. §§ 180.220 and 1200.220) must not be entered into with any party listed on the governmentwide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 C.F.R. 180 that implement Executive Orders 12549 (31 U.S.C. § 6101 note, 51 Fed. Reg. 6370,) and 12689 (31 U.S.C. § 6101 note, 54 Fed. Reg. 34131), “Debarment and Suspension.” SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. The Recipient agrees to include, and require each Third Party Participant to include, a similar provision in each lower tier covered transaction, ensuring that each lower tier Third Party Participant:
(1) Complies with federal debarment and suspension requirements; and (2) Reviews the SAM at https://www.sam.gov, if necessary to comply with U.S. DOT regulations, 2 CFR Part 1200.

DISADVANTAGED BUSINESS ENTERPRISE (DBE)
(Does not apply to projects fully funded by the Tribal Transportation Program (TTP).) It is the policy of the Agency and the United States Department of Transportation ("DOT") that Disadvantaged Business Enterprises ("DBE’s"), as defined herein and in the Federal regulations published at 49 C.F.R. part 26, shall have an equal opportunity to participate in DOT­assisted contracts.

The contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this contract. The contractor shall carry out applicable requirements of 49 C.F.R. part 26 in the award and administration of DOT­assisted contracts. Failure by the contractor to carry out these requirements is a material breach of this contract, which may result in the termination of this contract or such other remedy as the Agency deems appropriate, which may include, but is not limited to:
(1) Withholding monthly progress payments;
(2) Assessing sanctions;
(3) Liquidated damages; and/or
(4) Disqualifying the contractor from future bidding as non­responsible. 49 C.F.R. § 26.13(b).

Prime contractors are required to pay subcontractors for satisfactory performance of their contracts no later than 30 days from receipt of each payment the Agency makes to the prime contractor. 49 C.F.R. § 26.29(a).

Finally, for contracts with defined DBE contract goals, the contractor shall utilize the specific DBEs listed unless the contractor obtains the Agency’s written consent; and that, unless the Agency’s consent is provided, the contractor shall not be entitled to any payment for work or material unless it is performed or supplied by the listed DBE. 49 C.F.R. § 26.53(f) (1).

ENERGY CONSERVATION
The contractor agrees to comply with 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 (42 U.S.C.§ 6201).

FLY AMERICA
a) Definitions. As used in this clause—
1) “International air transportation” means transportation by air between a place in the United States and a place outside the United States or between two places both of which are outside the United States. 2) “United States” means the 50 States, the District of Columbia, and outlying areas. 3) “U.S.­flag air carrier” means an air carrier holding a certificate under 49 U.S.C. Chapter 411. b) When Federal funds are used to fund travel, Section 5 of the International Air Transportation Fair Competitive Practices Act of 1974 (49 U.S.C. 40118) (Fly America Act) requires contractors, Agencys, and others use U.S.­flag air carriers for U.S. Government­financed international air transportation of personnel (and their personal effects) or property, to the extent that service by those carriers is available. It requires the Comptroller General of the United States, in the absence of satisfactory proof of the necessity for foreign­flag air transportation, to disallow expenditures from funds, appropriated or otherwise established for the account of the United States, for international air transportation secured aboard a foreign­flag air carrier if a U.S.­flag air carrier is available to provide such services.
c) If available, the Contractor, in performing work under this contract, shall use U.S.­flag carriers for international air transportation of personnel (and their personal effects) or property.
d) In the event that the Contractor selects a carrier other than a U.S.­flag air carrier for international air transportation, the Contractor shall include a statement on vouchers involving such transportation essentially as follows:

Statement of Unavailability of U.S.­Flag Air Carriers
International air transportation of persons (and their personal effects) or property by U.S.­flag air carrier was not available or it was necessary to use foreignflag air carrier service for the following reasons. See FAR § 47.403. [State reasons]:
e) Contractor shall include the substance of this clause, including this paragraph (e), in each subcontract or purchase under this contract that may involve international air transportation.

INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA) TERMS The provisions within include, in part, certain Standard Terms and Conditions required under the Uniform Administrative Requirements, Cost Principles, and

Audit Requirements for Federal Awards (2 CFR § 200), whether or not expressly set forth in the preceding contract provisions. All contractual provisions required by DOT, detailed in 2 CFR § 200 or as amended by 2 CFR § 1201, or the most recent version of FTA Circular 4220.1 are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. The Contractor shall not perform any act, fail to perform any act, or refuse to comply with any request which would cause a violation of the FTA terms and conditions.

NO GOVERNMENT OBLIGATION TO THIRD PARTIES
The Recipient 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 the Recipient, Contractor or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions.

NOTICE TO FTA AND U.S. DOT INSPECTOR GENERAL OF INFORMATION RELATED TO FRAUD, WASTE, ABUSE, OR OTHER LEGAL MATTERS
If a current or prospective legal matter that may affect the Federal Government emerges, the Recipient must promptly notify the FTA Chief Counsel and FTA Regional Counsel for the Region in which the Recipient is located. The Recipient must include a similar notification requirement in its Third Party Agreements and must require each Third Party Participant to include an equivalent provision in its subagreements at every tier, for any agreement that is a “covered transaction” according to 2 C.F.R. §§ 180.220 and 1200.220. (1) The types of legal matters that require notification include, but are not limited to, a major dispute, breach, default, litigation, or naming the Federal Government as a party to litigation or a legal disagreement in any forum for any reason. (2) Matters that may affect the Federal Government include, but are not limited to, the Federal Government’s interests in the Award, the accompanying Underlying Agreement, and any Amendments thereto, or the Federal Government’s administration or enforcement of federal laws, regulations, and requirements.
(3) The Recipient must promptly notify the U.S. DOT Inspector General in addition to the FTA Chief Counsel or Regional Counsel for the Region in which the Recipient is located, if the Recipient has knowledge of potential fraud, waste, or abuse occurring on a Project receiving assistance from FTA. The notification provision applies if a person has or may have submitted a false claim under the False Claims Act, 31 U.S.C. § 3729 et seq., or has or may have committed a criminal or civil violation of law pertaining to such matters as fraud, conflict of interest, bribery, gratuity, or similar misconduct. This responsibility occurs whether the Project is subject to this Agreement or another agreement between the Recipient and FTA, or an agreement involving a principal, officer, employee, agent, or Third Party Participant of the Recipient. It also applies to subcontractors at any tier. Knowledge, as used in this paragraph, includes, but is not limited to, knowledge of a criminal or civil investigation by a Federal, state, or local law enforcement or other investigative agency, a criminal indictment or civil complaint, or probable cause that could support a criminal indictment, or any other credible information in the possession of the Recipient.

PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS AND RELATED ACTS The Contractor acknowledges that the provisions of the Program Fraud Civil 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 Project. Upon execution of the underlying contract, the 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, the 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 the Contractor to the extent the Federal Government deems appropriate.

The 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 the authority of 49 U.S.C. chapter 53, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5323(l) on the Contractor, to the extent the Federal Government deems appropriate.

The 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.

PROHIBITION ON CERTAIN TELECOMMUNICATIONS AND VIDEO SURVEILLANCE SERVICES OR EQUIPMENT. a) Recipients and subrecipients are prohibited from obligating or expending loan or grant funds to:
1) Procure or obtain covered telecommunications equipment or services; 2) Extend or renew a contract to procure or obtain covered telecommunications equipment or services; or 3) Enter into a contract (or extend or renew a contract) to procure or obtain covered telecommunications equipment or services. (b) As described in section 889 of Public Law 115­232, “covered telecommunications equipment or services” means any of the following:
(1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); (2) For the purpose of public safety, security of government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); (3) Telecommunications or video surveillance services provided by such entities or using such equipment; (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of the National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country; (c) For the purposes of this section, “covered telecommunications equipment or services” also include systems that use covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. (d) In implementing the prohibition under section 889 of Public Law 115­232, heads of executive agencies administering loan, grant, or subsidy programs must prioritize available funding and technical support to assist affected businesses, institutions and organizations as is reasonably necessary for those affected entities to transition from covered telecommunications equipment or services, to procure replacement equipment or services, and to ensure that communications service to users and customers is sustained. (e) When the recipient or subrecipient accepts a loan or grant, it is certifying that it will comply with the prohibition on covered telecommunications equipment and services in this section. The recipient or subrecipient is not required to certify that funds will not be expended on covered telecommunications equipment or services beyond the certification provided upon accepting the loan or grant and those provided upon submitting payment requests and financial reports.
(f) For additional information, see section 889 of Public Law 115­232 and 200.471.

PROMPT PAYMENT
(Does not apply to projects fully funded by the Tribal Transportation Program (TTP).) The contractor is required to pay its subcontractors performing work related to this contract for satisfactory performance of that work no later than 30 days after the contractor’s receipt of payment for that work. In addition, the contractor is required to return any retainage payments to those subcontractors within 30 days after the subcontractor's work related to this contract is satisfactorily completed.

The contractor must promptly notify the Agency, whenever a DBE subcontractor performing work related to this contract is terminated or fails to complete its work and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. The contractor may not terminate any DBE subcontractor and perform that work through its own forces or those of an affiliate without prior written consent of the Agency.

SAFE OPERATION OF MOTOR VEHICLES
Seat Belt Use
The Contractor is encouraged to adopt and promote on­the­job seat belt use policies and programs for its employees and other personnel that operate company­owned vehicles, company rented vehicles, or personally operated vehicles. The terms “company­owned” and “company­leased” refer to vehicles owned or leased either by the Contractor or Agency.

Distracted Driving
The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately­owned vehicle when on official business in connection with the work performed under this Contract.

SOLID WASTES (RECOVERED MATERIALS)
(a) A Recipient or subrecipient that is a State agency or agency of a political subdivision of a State and its contractors must comply with section 6002 of the Solid Waste Disposal Act, as amended by the Resource Conservation and Recovery Act of 1976 as amended, 42 U.S.C. 6962. The requirements of Section 6002 include procuring only items designated in the guidelines of the Environmental Protection Agency (EPA) at 40 CFR Part 247 that contain the highest percentage of recovered materials practicable, consistent with maintaining a satisfactory level of competition, where the purchase price of the item exceeds $10,000 or the value of the quantity acquired during the preceding fiscal year exceeded $10,000; procuring solid waste management services in a manner that maximizes energy and resource recovery; and establishing an affirmative procurement program for procurement of recovered materials identified in the EPA guidelines. (b) The recipient or subrecipient should, to the greatest extent practicable and consistent with law, purchase, acquire, or use products and services that can be reused, refurbished, or recycled; contain recycled content, are biobased, or are energy and water efficient; and are sustainable. This may include purchasing compostable items and other products and services that reduce the use of single­use plastic products. See Executive Order 14057, section 101, Policy.

SPECIAL NOTIFICATION REQUIREMENTS FOR STATES
Applies to States –
a. To the extent required under federal law, the State, as the Recipient, agrees to provide the following information about federal assistance awarded for its State Program, Project, or related activities:
(1) The Identification of FTA as the federal agency providing the federal assistance for a State Program or Project; (2) The Catalog of Federal Domestic Assistance Number of the program from which the federal assistance for a State Program or Project is authorized; and
(3) The amount of federal assistance FTA has provided for a State Program or Project. b. Documents ­ The State agrees to provide the information required under this provision in the following documents:
(1) applications for federal assistance,
(2) requests for proposals or solicitations,
(3) forms,
(4) notifications,
(5) press releases,
(6) other publications.

TERMINATION
Termination for Convenience (General Provision)
The Agency may terminate this contract, in whole or in part, at any time by written notice to the Contractor when it is in the Agency’s best interest. The Contractor shall be paid its costs, including contract close­out costs, and profit on work performed up to the time of termination. The Contractor shall promptly submit its termination claim to Agency to be paid the Contractor. If the Contractor has any property in its possession belonging to Agency, the Contractor will account for the same, and dispose of it in the manner Agency directs.

Termination for Default [Breach or Cause] (General Provision) If the Contractor does not deliver supplies in accordance with the contract delivery schedule, or if the contract is for services, the Contractor fails to perform in the manner called for in the contract, or if the Contractor fails to comply with any other provisions of the contract, the Agency may terminate this contract for default. Termination shall be effected by serving a Notice of Termination on the Contractor setting forth the manner in which the Contractor is in default.

The Contractor will be paid only the contract price for supplies delivered and accepted, or services performed in accordance with the manner of performance set forth in the contract. If it is later determined by the Agency that the 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 the Contractor, the Agency, after setting up a new delivery of performance schedule, may allow the Contractor to continue work, or treat the termination as a Termination for Convenience.

Opportunity to Cure (General Provision)
The Agency, in its sole discretion may, in the case of a termination for breach or default, allow the Contractor [an appropriately short period of time] in which to cure the defect. In such case, the Notice of Termination will state the time period in which cure is permitted and other appropriate conditions If Contractor fails to remedy to Agency's satisfaction the breach or default of any of the terms, covenants, or conditions of this Contract within [10 days] after receipt by Contractor of written notice from Agency setting forth the nature of said breach or default, Agency shall have the right to terminate the contract without any further obligation to Contractor. Any such termination for default shall not in any way operate to preclude Agency from also pursuing all available remedies against Contractor and its sureties for said breach or default.

Waiver of Remedies for any Breach
In the event that Agency elects to waive its remedies for any breach by Contractor of any covenant, term or condition of this contract, such waiver by Agency shall not limit Agency’s remedies for any succeeding breach of that or of any other covenant, term, or condition of this contract.

Termination for Convenience (Professional or Transit Service Contracts) The Agency, by written notice, may terminate this contract, in whole or in part, when it is in the Agency’s interest. If this contract is terminated, the Agency shall be liable only for payment under the payment provisions of this contract for services rendered before the effective date of termination.

Termination for Default (Supplies and Service)
If the Contractor fails to deliver supplies or to perform the services within the time specified in this contract or any extension, or if the Contractor fails to comply with any other provisions of this contract, the Agency may terminate this contract for default. The Agency shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default. The Contractor will only be paid the contract price for supplies delivered and accepted, or services performed in accordance with the manner or performance set forth in this contract. If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Agency.

Termination for Default (Transportation Services)
If the Contractor fails to pick up the commodities or to perform the services, including delivery services, within the time specified in this contract or any extension, or if the Contractor fails to comply with any other provisions of this contract, the Agency may terminate this contract for default. The Agency shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of default. The Contractor will only be paid the contract price for services performed in accordance with the manner of performance set forth in this contract.

If this contract is terminated while the Contractor has possession of Agency goods, the Contractor shall, upon direction of the Agency, protect and preserve the goods until surrendered to the Agency or its agent. The Contractor and Agency shall agree on payment for the preservation and protection of goods.

Failure to agree on an amount will be resolved under the Dispute clause.

If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of the Agency.

Termination for Default (Construction)
If the Contractor refuses or fails to prosecute the work or any separable part, with the diligence that will ensure its completion within the time specified in this contract or any extension or fails to complete the work within this time, or if the Contractor fails to comply with any other provision of this contract, Agency may terminate this contract for default. The Agency shall terminate by delivering to the Contractor a Notice of Termination specifying the nature of the default.

In this event, the Agency may take over the work and compete it by contract or otherwise, and may take possession of and use any materials, appliances, and plant on the work site necessary for completing the work. The Contractor and its sureties shall be liable for any damage to the Agency resulting from the Contractor's refusal or failure to complete the work within specified time, whether or not the Contractor's right to proceed with the work is terminated. This liability includes any increased costs incurred by the Agency in completing the work.

The Contractor's right to proceed shall not be terminated nor shall the Contractor be charged with damages under this clause if: 1. The delay in completing the work arises from unforeseeable causes beyond the control and without the fault or negligence of the Contractor. Examples of such causes include: acts of God, acts of Agency, acts of another contractor in the performance of a contract with Agency, epidemics, quarantine restrictions, strikes, freight embargoes; and 2. The Contractor, within [10] days from the beginning of any delay, notifies Agency in writing of the causes of delay. If, in the judgment of Agency, the delay is excusable, the time for completing the work shall be extended. The judgment of Agency shall be final and conclusive for the parties, but subject to appeal under the Disputes clause(s) of this contract. 3. If, after termination of the Contractor's right to proceed, it is determined that the Contractor was not in default, or that the delay was excusable, the rights and obligations of the parties will be the same as if the termination had been issued for the convenience of Agency.

Termination for Convenience or Default (Architect and Engineering) The Agency may terminate this contract in whole or in part, for the Agency’s convenience or because of the failure of the Contractor to fulfill the contract obligations. The Agency shall terminate by delivering to the Contractor a Notice of Termination specifying the nature, extent, and effective date of the termination. Upon receipt of the notice, the Contractor shall (1) immediately discontinue all services affected (unless the notice directs otherwise), and (2) deliver to the Agency ‘s Contracting Officer all data, drawings, specifications, reports, estimates, summaries, and other information and materials accumulated in performing this contract, whether completed or in process. Agency has a royalty­free, nonexclusive, and irrevocable license to reproduce, publish or otherwise use, all such data, drawings, specifications, reports, estimates, summaries, and other information and materials.

If the termination is for the convenience of the Agency, the Agency’s Contracting Officer shall make an equitable adjustment in the contract price but shall allow no anticipated profit on unperformed services.

If the termination is for failure of the Contractor to fulfill the contract obligations, the Agency may complete the work by contact or otherwise and the Contractor shall be liable for any additional cost incurred by the Agency.

If, after termination for failure to fulfill contract obligations, it is determined that the Contractor was not in default, the rights and obligations of the parties shall be the same as if the termination had been issued for the convenience of Agency Termination for Convenience or Default (Cost­Type Contracts) The Agency may terminate this contract, or any portion of it, by serving a Notice of Termination on the Contractor. The notice shall state whether the termination is for convenience of Agency or for the default of the Contractor. If the termination is for default, the notice shall state the manner in which the Contractor has failed to perform the requirements of the contract. The Contractor shall account for any property in its possession paid for from funds received from the Agency, or property supplied to the Contractor by the Agency. If the termination is for default, the Agency may fix the fee, if the contract provides for a fee, to be paid the Contractor in proportion to the value, if any, of work performed up to the time of termination. The Contractor shall promptly submit its termination claim to the Agency and the parties shall negotiate the termination settlement to be paid the Contractor.

If the termination is for the convenience of Agency, the Contractor shall be paid its contract close­out costs, and a fee, if the contract provided for payment of a fee, in proportion to the work performed up to the time of termination.

If, after serving a Notice of Termination for Default, the Agency determines that the Contractor has an excusable reason for not performing, the Agency, after setting up a new work schedule, may allow the Contractor to continue work, or treat the termination as a Termination for Convenience.

OTHER RECOMMENDED CONTRACT REQUIREMENTS
CONFORMANCE WITH ITS NATIONAL ARCHITECTURE
Intelligent Transportation Systems (ITS) projects shall conform to the National ITS Architecture and standards pursuant to 23 CFR § 940. Conformance with the National ITS Architecture is interpreted to mean the use of the National ITS Architecture to develop a regional ITS architecture in support of integration and the subsequent adherence of all ITS projects to that regional ITS architecture. Development of the regional ITS architecture should be consistent with the transportation planning process for Statewide and Metropolitan Transportation Planning (49 CFR Part 613 and 621).

FEDERAL TAX LIABILITY AND RECENT FELONY CONVICTIONS
(1) The contractor certifies that it:
(a) Does not have any unpaid Federal tax liability that has been assessed, for which all judicial and administrative remedies have been exhausted or have lapsed, and that is not being paid in a timely manner pursuant to an agreement with the authority responsible for collecting the tax liability; and (b) Was not convicted of the felony criminal violation under any Federal law within the preceding 24 months.

If the contractor cannot so certify, the Recipient will refer the matter to FTA and not enter into any Third Party Agreement with the Third Party Participant without FTA’s written approval.
(2) Flow­Down. The Recipient agrees to require the contractor to flow this requirement down to participants at all lower tiers, without regard to the value of any subagreement.

SEVERABILITY
The Contractor agrees that if any provision of this agreement or any amendment thereto is determined to be invalid, then the remaining provisions thereof that conform to federal laws, regulations, requirements, and guidance will continue in effect.

TRAFFICKING IN PERSONS
The contractor agrees that it and its employees that participate in the Recipient’s Award, may not:
(a) Engage in severe forms of trafficking in persons during the period of time that the Recipient’s Award is in effect;

(b) Procure a commercial sex act during the period of time that the Recipient’s Award is in effect; or (c) Use forced labor in the performance of the Recipient’s Award or subagreements thereunder.

GOVERNMENT­WIDE DEBARMENT AND SUSPENSION
(NONPROCUREMENT)
Recipients, contractors, and subcontractors that enter into covered transactions are required to verify that the entity (as well as its principals and affiliates) with which they propose to contract or subcontract is not excluded or disqualified. This is done by: (a) checking the SAM exclusions; (b) collecting a certification from that person (found below); or (c) adding a clause or condition to the contract or subcontract.

Instructions for Certification:   Signing below indicates the prospective lower tier participant is providing the signed certification. (1) It will comply and facilitate compliance with U.S. DOT regulations, "Nonprocurement Suspension and Debarment," 2 CFR part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) "Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement)," 2 CFR part 180,
(2) To the best of its knowledge and belief, that its Principals and Subrecipients at the first tier:
a. Are eligible to participate in covered transactions of any Federal department or agency and are not presently:

1.  Debarred,

2.  Suspension,

3.  Proposed for debarment,

4.  Declared ineligible,

5.  Voluntarily excluded, or

6.  Disqualified
b. Its management has not within a three­year period preceding its latest application or proposal been convicted of or had a civil judgment rendered against any of them for:

1.  Commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State, or local) transaction, or contract under a public transaction,

2.  Violation of any Federal or State antitrust statute, or,

3.  Commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making any false statement, or receiving stolen property,
c. It is not presently indicted for, or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses listed in the preceding subsection 2.b of this Certification, d. It has not had one or more public transactions (Federal, State, or local) terminated for cause or default within a three­year period preceding this Certification,
e. If, at a later time, it receives any information that contradicts the statements of subsections 2.a – 2.d above, it will promptly provide that information to FTA,
f. It will treat each lower tier contract or lower tier subcontract under its Project as a covered lower tier contract for purposes of 2 CFR part 1200 and 2 CFR part 180 if it:

1.  Equals or exceeds $25,000,

2.  Is for audit services, or,

3.  Requires the consent of a Federal official, and
g. It will require that each covered lower tier contractor and subcontractor:

1.  Comply and facilitate compliance with the Federal requirements of 2 CFR parts 180 and 1200, and

2.  Assure that each lower tier participant in its Project is not presently declared by any Federal department or agency to be:
a.  Debarred from participation in its federally funded Project, b.  Suspended from participation in its federally funded Project, c.  Proposed for debarment from participation in its federally funded Project, d.  Declared ineligible to participate in its federally funded Project, e.  Voluntarily excluded from participation in its federally funded Project, or f.  Disqualified from participation in its federally funded Project, and (3) It will provide a written explanation as indicated on a page attached in FTA’s TrAMS platform or the Signature Page if it or any of its principals, including any of its first tier Subrecipients or its Third­Party Participants at a lower tier, is unable to certify compliance with the preceding statements in this Certification Group.

Certification
Contractor:________________________________________________________________________________________ Signature of Authorized Official:______________________________________________Date_______/_______/_______ Name and Title of Contractor's Authorized Official:_________________________________________________________

ITEM NO. 8

COUNCIL AGENDA ITEM
FOR APRIL 6, 2026
Prepared By: John Andoh, Transit Manager
Date: March 27, 2026
Subject: Authorize a Professional Services Agreement with Transit Happy for a Rebrand of the Escalon Transit Service
Recommendation:

Authorize a Professional Services Agreement with Transit Happy for a rebrand of the Escalon transit service, eTrans in an amount not to exceed $39,850.

Background and Discussion:

The Escalon transit system has been named eTrans since 2008, after a naming contest was held and a winner was selected in 2007. The City desires to rebrand and reimagine the City’s transit system. This effort has been incorporated into the 2025-2034 Short Range Transit Plan (item #5 on the April 6, 2026 City Council Agenda), where it is recommended that the City evaluate reinventing public transit in Escalon by way of service redesign as well as rebranding.

City staff sought proposals from various vendors that have experience with branding public transit systems.

The City received proposals from:
 Circa
 Studio Six
 Transit Media
 Transit Happy
Based on their proposals, knowledge of the companies, expertise, and availability, City staff is recommending that Transit Happy as the preferred firm to lead this effort. Transit Happy has extensive experience with public transit branding and marketing for small and large transit systems, they have a full team of professionals and have completed many contracts over the last 30 years.

While Transit Media provided the lowest cost proposal, they do not appear to have the extensive experience as the other firms, nor did they propose the scope the City is looking for, therefore, the proposal does not seem to not match city expectations for the effort.

Fiscal Impact:

There is no fiscal impact to the general fund. This project is funded using Transportation Development Act (TDA), SB 125 and Measure K funds. This project will be split over two (2) fiscal years to provide the above

mentioned services. The proposed costs and ranking is shown on the following page:

Vendor Cost Ranking
Transit Happy $ 39,850.00 1
Circa $ 42,000.00 2
Studio Six $ 98,900.00 3
Transit Media $ 13,850.00 4
Attachments

1. Transit Happy Proposal

2. PSA with Transit Happy to develop a Rebrand of the Escalon Transit System

eTRANS TRANSIT SYSTEM REBRAND
Quote for City of Escalon
Submitted by Transit Happy
February 11, 2026
Contact: Elea Carey
83 Scenic Ave, Richmond CA 94801
Phone: 415-941-1477
Email: [email protected]

COVER LETTER
Hi, John
I was thrilled to get your email seeking a quote to rebrand eTrans! I think about Escalon probably a lot more than your average person, having worked a little there with you to implement Vamos and passing near it regularly in my travels through the Valley. Thanks for reaching out. As you know, Transit Happy specializes in helping small and rural transit agencies create distinctive, effective brands that build awareness and enhance ridership, so we’d be really excited about the possibility of working with the City of Escalon on this important project. eTrans serves a vital role connecting Escalon residents to jobs, services, and opportunities throughout the region. A strong, modern brand will help the system stand out, build community pride, and make it easier for residents and visitors to recognize and use public transit. This rebrand represents an opportunity to position eTrans for the future as the system continues to evolve and serve the community.

Our team brings deep expertise in transit branding specifically for systems like eTrans. We understand the unique challenges of small transit operations and know how to create brands that work across all the touchpoints riders encounter—from vehicle graphics to rider guides to digital platforms. We've successfully rebranded similar systems throughout California and across the country, consistently delivering professional, implementation-ready materials that transit staff can use effectively.

The Transit Happy team for this project includes myself as project manager, Selena Barlow, whom you know well, as senior advisor on transit branding strategy; Rick Schuster of THINK Graphic Design as creative director and graphic designer; and a web developer for CMS implementation. Both Transit Happy and Transit Marketing (Selena's firm) are woman-owned businesses. Together, we've completed successful rebrand projects for small transit systems including Sedona Shuttle in Arizona, Basin Transit and Calaveras Connect in California, Bluegrass RIDE in Kentucky, and B-Line in Butte County.

This quote outlines our understanding of the project, our proposed approach, the specific deliverables you'll receive, our team's qualifications, a realistic timeline, and the investment required. We're available to start work on April 1, 2026, and estimate the project will take approximately 26 weeks to complete. When you're looking at the timeline, take into account that we can shift tasks if that City Council presentation needs to take place before we can move forward with the brand, i.e., if they need to approve the brand first.

If you have any questions about this quote or would like to discuss the project further, please don't hesitate to contact me. We look forward to the possibility of working with the City of Escalon!
Sincerely,
Elea Carey
Founder, Transit Happy

PROJECT UNDERSTANDING
The City of Escalon operates eTrans, a free dial-a-ride service and Route 35 flex route to Modesto. The current brand, while recognizable, needs refreshment to better serve the system's evolution and position eTrans as an attractive, accessible transportation option for all Escalon residents and visitors.

This rebrand will encompass every customer touchpoint, from the name itself through vehicle graphics, signage, printed materials, and digital presence. The new brand must:
• Be distinctive and memorable – Stand out in the community and be easy for residents to recognize and remember
• Reflect Escalon's identity – Connect authentically to the community while feeling modern and professional
• Work across all applications – Function effectively on vehicles, signs, print materials, and digital platforms
• Be implementable – Provide City staff with clear, complete files and specifications for immediate use
• Serve diverse audiences – Work effectively in both English and Spanish to reach all community members
• Support future growth – Accommodate system evolution, including the planned RAM Promaster electric bus
Success for this project means delivering a complete, turnkey brand system that City staff can begin implementing immediately upon Council adoption, with all files, specifications, and guidelines needed for consistent application across years to come.

SCOPE OF WORK & DELIVERABLES
Task 1: Discovery & Name Development (Weeks 1-4)
Activities:
• Review existing eTrans materials, operations, and service area • Research competitive transit brands in similar communities • Collaborate with City staff to understand community identity and priorities • Develop and present multiple name concepts with strategic rationale Deliverables:
• Name concepts presentation (3-5 options)
• Strategic rationale for each concept
Task 2: Visual Identity Development (Weeks 4-10)
Activities:
• Develop logo concepts reflecting approved name and Escalon's character • Create color palette, typography system, and supporting graphic elements • Refine selected concept based on City feedback
Deliverables:
• Initial logo concepts (3 directions)
• Refined final logo in multiple formats
• Color palette and typography specifications
Task 3: Brand Guidelines (Weeks 10-13)
Activities:
• Create comprehensive brand standards document
• Document logo usage, clear space, sizing requirements • Specify color, typography, and graphic element applications Deliverables:
• Brand guidelines document (PDF)
• Logo files in all required formats (PDF, EPS, JPEG, TIFF, PNG) Task 4: Vehicle Graphics (Weeks 9-17)
Activities:
• Design vehicle graphics for four vehicle types (minivan, Glaval Titan II, Arboc Spirit of Mobility, RAM Promaster electric)
• Create technical specifications for vehicle wrap vendors • Refine designs based on City feedback
Deliverables:
• Vehicle graphic designs showing driver side, passenger side, front, and rear for each vehicle type
• Production-ready files in PDF, EPS, JPEG, TIFF formats • Technical specifications for wrap installation

Task 5: Signage Design (Weeks 13-17)
Activities:
• Design bus stop signs consistent with new brand
• Design infopost signs for route information displays
• Provide production specifications
Deliverables:
• Bus stop sign design (PDF, EPS, JPEG, TIFF)
• Infopost sign design (PDF, EPS, JPEG, TIFF)
• Production specifications including dimensions, materials, mounting Task 6: Rider's Guide (Weeks 16-20)
Activities:
• Update content reflecting new brand name and identity • Redesign layout applying new brand standards
• Create both English and Spanish versions
• Coordinate professional Spanish translation
Deliverables:
• Redesigned rider's guide (English and Spanish)
• Print-ready PDFs and editable source files
Task 7: Website Implementation (Weeks 18-23)
Activities:
• Design website mockups applying new brand to existing City CivicLive CMS • Implement design within CivicLive platform
• Test across devices and browsers
• Provide training to City staff
Deliverables:
• Website design mockups
• Implemented website in CivicLive CMS
• Staff training documentation
Task 8: Council Presentation (Weeks 23-25)
Activities:
• Develop presentation showcasing complete rebrand
• Present to City Council in person
• Answer questions and incorporate final feedback
Deliverables:
• Council presentation deck (PDF and PowerPoint)
• In-person presentation at Council meeting
Task 9: Final Asset Delivery (Week 26)
Activities:

• Organize all files in logical folder structure
• Ensure all formats and specifications are complete
• Deliver comprehensive asset library to City
Deliverables:
• Complete file library with all assets in PDF, EPS, JPEG, TIFF, PNG formats • File naming guide and usage documentation
Project Assumptions
This quote assumes:
• Website implementation includes design and CMS integration; does not include content creation beyond applying new brand to existing content
• Rider's guide updates include both English and Spanish versions • Transit Happy will present brand recommendations to City Council in person • Two site visits to Escalon (initial discovery meeting and Council presentation) are included
• Standard revision cycles are included for each deliverable; major scope changes would require adjustment
• City will provide existing editable files for rider's guide and access to CivicLive CMS • Vehicle specifications and wrap vendor requirements will be provided by City

TEAM & QUALIFICATIONS
The Transit Happy team for this project consists of Elea Carey (project manager), Selena Barlow (senior advisor), Rick Schuster (graphic designer and creative director), and a web developer for CMS implementation. The core team of Elea, Selena, and Rick work together regularly on transit branding and marketing projects, functioning as an integrated team focused exclusively on public transportation.

Elea Carey – Project Manager & Marketing Consultant
Role: Elea will serve as project manager and primary point of contact for the City. She will coordinate all team members, manage the schedule and budget, lead discovery and strategic development, oversee content development for the rider's guide, and ensure all deliverables meet project requirements.

Qualifications: Elea founded Transit Happy in 2020 to support transit agencies with marketing innovation and expertise. She has over 30 years of marketing experience, including Silicon Valley tech startups before pivoting to focus exclusively on public transportation. Her areas of expertise include communications strategy, social media, bilingual communications, and copywriting. She's a strong advocate for language equity in transit communications and brings deep understanding of how to reach diverse audiences effectively.

Since founding Transit Happy, Elea has worked with transit agencies across California, Oregon, Washington, Kentucky, West Virginia, and Arizona. Current and recent projects include leading implementation of the 'Ride Happy' campaign for five transit systems in San Bernardino County, supporting community engagement for multiple Short Range Transit Plans, introducing new fixed-route services in three Kentucky communities, launching microtransit in Sedona, Arizona, and marketing coastal transit routes in Oregon.

Selena Barlow – Senior Advisor, Transit Branding Strategy Role: Selena will provide strategic guidance throughout the project, from initial positioning through brand development and materials creation. She brings deep understanding of both transit operations and customer needs to ensure the brand is pragmatic, actionable, and effective for building awareness and ridership.

Qualifications: Selena is the country's most accomplished marketing consultant to small urban and rural transit systems. She has worked with over 125 transit agencies in her 30+ year career, specializing in systems very similar to eTrans. Her expertise spans market research, marketing plans, brand development, and campaign creation and implementation.

Selena was the original author of the National RTAP Marketing Toolkit and teaches transit marketing classes for CTAA, CalACT, and numerous state transit associations. Before founding her consulting practice, she served as Chief of Marketing for Metro-Dade Transit Agency in Miami and Director of Marketing for Sun Tran in Tucson. Recent projects include successful rebrands for Sedona Shuttle, Calaveras Connect, Basin Transit, Bluegrass RIDE, and systems in New Hampshire, Kentucky, and West Virginia.

Rick Schuster – Graphic Designer & Creative Director
Role: As the graphic designer and creative director for the project, Rick will create all visual elements of the new brand, including logo concepts, vehicle graphics, signage designs, and rider's guide layouts. Rick will ensure visual consistency across all applications while creating

eye-catching, effective designs that enhance system visibility and communicate clearly with riders.

Qualifications: Rick has 30 years of experience in public transportation graphic design, having begun his transit career as a graphic designer for Metro Transit in Minneapolis/St. Paul. There he learned the importance of passenger information design that is not only attractive, but clearly and easily communicates the complex information that transit riders must navigate. Since 2006, Rick has functioned as an independent graphic designer through THINK Graphic Design, providing services to transit agencies from coast to coast.

Rick combines top-notch technical design skills with a keen understanding of the transit environment and consumer. His particular areas of expertise include creating transit brands that effectively turn transit's capital assets into awareness-building tools; designing passenger information guides and displays that make routes and schedules easy to understand; and constructing cohesive, visually arresting ads, direct mailers, collateral, and social media images that enhance transit's image and resonate with potential riders and stakeholders.

In just the past few years, Rick's projects have included serving as creative lead for the B-Line rebrand in Butte County; branding for transit agencies in Arizona, New Hampshire, West Virginia, Kentucky, and California; passenger information guides, displays, and website elements for Victor Valley Transit, Calaveras Connect, Bluegrass RIDE, Concord Area Transit, Sedona Shuttle, and many others; and multi-agency ad campaigns for San Bernardino County, San Joaquin County, and the Northwest Coast of Oregon. His work has received multiple APTA Adwheel Awards for design excellence.

Web Developer – CMS Implementation
Role: The web developer will implement the new brand within the City's existing CivicLive CMS platform, ensuring all design elements display correctly across devices and browsers, and providing training to City staff on managing the updated website.

Qualifications: Transit Happy works with experienced web developers who specialize in CMS platforms and have particular expertise in municipal government websites. Our developers understand the technical constraints and requirements of platforms like CivicLive and ensure implementations are maintainable by in-house staff.

RELEVANT PROJECT EXPERIENCE
The Transit Happy team has completed numerous transit rebranding projects for small and rural systems similar to eTrans. Our work consistently delivers complete brand systems—from naming and logo development through vehicle graphics, signage, passenger information, and digital presence—that are both visually distinctive and immediately implementable.

The following pages showcase selected rebrand projects that demonstrate our approach and capabilities. Each project reflects our understanding of how small transit systems operate and what they need: bold vehicle graphics that turn buses into moving billboards, clear and attractive passenger information, and complete brand standards that staff can apply consistently across all materials.

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THINK GRAPHIC DESIGN

DESIGN EXAMPLE
Bluegrass RIDE
Georgetown, KY
Graphic Design:

Rick Schuster, THINK Graphic Design
Creative Development, Marketing Strategy:

Elea Carey, Transit Happy
Marketing and Project Management:

Selena Barlow, Transit Marketing, LLC
Rebranding the former Blue Grass
Community Action Partnership Transit to
Bluegrass RIDE has raised the public profile of
the agency and made local residents aware
that this is a transit system for everyone, not
just elderly or persons with disabilities.

A new logo and complete identity system
was designed for Bluegrass RIDE and the
individual communities it will serve. The new
brand was first rolled out in Georgetown,
Kentucky with new vehicle graphics and a
new system map/rider guide.

In the first few months of operation as
Bluegrass RIDE, monthly ridership in
Georgetown has already increased
more than 400%.

Service in Danville, KY is rolling out soon,
with Nicholasville, KY coming after that,
as well as intercity regional service
connecting four communities with the
city of Lexington, KY.

While a consistent brand will be used across
the region, it is localized for each community
with the addition of the town name in a
unique color on the vehicles and marketing
tools. Advertising and marketing are also
localized to reach target markets and use
limited budget efficiently.

We developed a marketing plan to guide
promotion of the new brand for the first
three years of service.

THINK GRAPHIC DESIGN
Bluegrass RIDE, cont.
newspaper print ad direct mail

THINK GRAPHIC DESIGN

DESIGN EXAMPLE
Sedona Shuttle
Sedona, AZ
Graphic Design:

Rick Schuster, THINK Graphic Design
Marketing and Project Management:

Selena Barlow, Transit Marketing, LLC
In the midst of Spring Break 2022, the
Sedona Shuttle became the City of Sedona’s
first foray into public transportation, when it
launched its trailhead shuttle routes, serving
four popular trailheads from two park-andride lots. Since that time, the Sedona Shuttle has been used by well over a quarter million
passengers and has grown to provide
service to five trailheads from three parkand-ride locations.

We designed a logo and complete identity
for this new transit system, with special
emphasis put on the design of the vehicles
and bus stop signs, which would be the
most visible aspects of the brand. A bold
vehicle design was needed to make the
small buses stand apart from other vehicles
such as hotel shuttles or social-service vans,
and to clearly communicate that these
were transit vehicles available to everyone
– local residents and tourists. A color palette
reflecting the landscape stands out on the
road while feeling natural and appropriate
for the area.
continued on next page...

THINK GRAPHIC DESIGN
Sedona Shuttle, cont.

The trailhead service is the first phase in
creation of a multi-faceted transit system
which will enhance mobility for residents
and visitors throughout Sedona.

Our team is continuing to work with the
City of Sedona and Sedona Chamber of
Commerce to expand the brand to include
a microtransit service as well as other
modes.

The broad marketing of Sedona Shuttle
has built acceptance and support among
a population that was skeptical of transit’s
value. Here are the kind of things people
are saying:
“The introduction of the Sedona Shuttle has not only provided residents and visitors with an easy way to access the trailheads, but it has allowed the National Forest Service to limit parking in areas that were being degraded by vehicle traffic.

Together, these factors have made Sedona a more sustainable environment while we work to implement the rest of the plan.” Karen Osburn, City Manager
“The Sedona Shuttle is an incredible success
story. In its first year of service, it has already
provided as many passenger trips as 18 other
rural Arizona transit system collectively. We
need to take a moment to recognize that.”
Tod Morris, NACOG
“I really appreciate the shuttle service to the
busy trailheads. I am a longtime area hiker
and have avoided those trailheads. The
shuttle allowed me to become reacquainted
with trailheads and trails I haven’t been on in
a while. This morning I hiked from Dry Creek
Vista to the Soldier Pass Trailheads, and used
the shuttle to get back to the Dry Creek Vista
Trailhead (and my car). It was perfect! Timely,
clean, comfortable, no hassle.”
Local hiker

THINK GRAPHIC DESIGN

DESIGN EXAMPLE
Calaveras Connect
Calaveras County, CA
Graphic Design:

Rick Schuster, THINK Graphic Design
Marketing and Project Management:

Selena Barlow, Transit Marketing, LLC
We guided this northern California transit
system through its first rebrand since the
service’s introduction in 2000. The goal
was to create a modern image consistent
with the introduction of features such
as automated trip planning, mobile fare
payment and app-based trip reservations.

Calaveras Connect replaced Calaveras
Transit as the name, focusing on transit’s
role in connecting people with the places
they want to go. A bold vehicle design
skyrocketed the system’s visibility, while still
allowing space for some on-bus advertising
– a revenue source important to the agency.

We’ve continued to work with Calaveras
Connect to create effective passenger
information guides, displays and website
graphics, along with a wide array of
promotional tools, including ads, flyers,
direct mailers, and social media graphics.

As a result, awareness of the system’s
offerings, community support and ridership
have all grown.

THINK GRAPHIC DESIGN

DESIGN EXAMPLE
Concord Area Transit
Concord, NH
Graphic Design:

Rick Schuster, THINK Graphic Design
Marketing and Project Management:

Selena Barlow, Transit Marketing, LLC
Logo and identity design for both CAT
(Concord Area Transit) and its companion
on-demand service MST (Mid-State Transit).

A complete identity system was developed
including vehicles, bus stop sign, brochure
design and other elements. In addition to
the identity, a new rider guide was created
with a complete system map and schedules.

PROJECT TIMELINE
The project will take approximately 26 weeks from start to finish, beginning April 1, 2026, and concluding mid-September 2026. The timeline allows for appropriate City review and approval at key milestones while maintaining forward momentum. If the Council presentation must take place before applying and implementing the brand, we can easily shift the tasks while keeping to the same timeframe.

Phase Tasks
Weeks 1-4 Discovery & Name Development
Weeks 4-10 Visual Identity Development (overlaps with Phase 1) Weeks 9-17 Vehicle Graphics & Brand Guidelines (parallel) Weeks 13-20 Signage & Rider's Guide (parallel)
Weeks 18-23 Website Implementation
Weeks 23-26 Council Presentation & Final Asset Delivery Many tasks run in parallel to optimize efficiency while ensuring each deliverable receives appropriate attention. Built-in review periods at key milestones allow City staff to provide feedback without delaying overall progress.

COST
Labor
Role Hours Rate Subtotal
Elea Carey, Project Manager 85 $125 $10,625
Selena Barlow, Senior Advisor 35 $150 $5,250
Rick Schuster, Graphic
Designer & Creative Director
166 $125 $20,750
Web Developer 17 $125 $2,125
Total Labor 303 $38,750
Direct
Item Cost
Travel to Escalon (2 trips, mileage) $200
Spanish translation services (rider's guide) $750
Printing samples for Council presentation $150
Total Direct Costs $1,100
Total Project Cost: $39,850

TERMS & CONDITIONS
• Business Status: Transit Happy is a woman-owned business. Transit Marketing (Selena Barlow's firm) is also woman-owned and DBE/WBE certified. • Invoicing: Monthly invoices will include hours by team member and task, with direct costs supported by receipts
• Payment: Net 30 days from invoice date
• Project Changes: Any changes to project scope will be discussed and agreed upon in writing before proceeding
• Communication: City will have a single primary point of contact (Elea Carey); team will provide bi-weekly written updates and be available for questions between scheduled meetings
Additional Information
Additional terms and conditions regarding ownership of work product, revisions, cancellation, and other standard provisions will be incorporated into the formal contract upon project award.

Quote valid for 90 days from date of submission

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ATTACHMENT 2
1 CITY OF ESCALON

PROFESSIONAL SERVICES AGREEMENT

FOR PREPARATION OF SHORT RANGE TRANSIT PLAN UPDATE

FOR CITY OF ESCALON
This Agreement is entered into this __ day of _ April, 2026_, by and between the City of Escalon, a California municipal corporation (“City”), and Transit Happy, a sole proprietor (“Consultant”).

Recitals
A. Consultant desires to perform and assume responsibility for the provision of professional short range transit planning consultant services required by the City on the terms and conditions set forth in this Agreement.

B. Consultant has presented a quotation for such services to the City, dated February 11, 2026, (attached hereto and incorporated herein as Exhibit “A”) and is duly licensed, qualified and experienced to perform those services.

C. Consultant agrees it has satisfied itself by its own investigation and research regarding the conditions affecting the work to be done and labor and materials needed, and that its decision to execute this Agreement is based on such independent investigation and research.

D. City desires to engage Consultant to render such services as set forth in this Agreement.

Agreement

1. SCOPE OF SERVICES.

1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services and incidental and customary work necessary to fully and adequately supply the necessary professional short range transit planning consultant services (“Services”). The Services are more particularly described in Exhibit “A.”

2. SCHEDULE OF SERVICES.

2.1 Schedule of Services. The Services of Consultant are to commence upon execution of this Agreement by the City and shall be undertaken and completed in a prompt and timely manner, pursuant to the schedule outlined in the Scope of Work, more particularly described in Exhibit “A.”

2.2 Extension of Time. Consultant may, for good cause, request extensions of time to perform the Services required hereunder. Such extensions shall be authorized in advance by the City in writing and shall be incorporated in written amendments to this Agreement.

3. FEES AND PAYMENTS.

3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement at the rates set forth in Exhibit “A.”

ATTACHMENT 2
2 The total compensation shall not exceed THIRTY NINE THOUSAND, EIGHT HUNDRED AND FIFTY DOLLARS and NINTY SEVEN CENTS ($39,850) without City’s prior written approval.

3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and hours of Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within thirty (30) calendar days of receiving such statement, review the statement and pay all approved charges thereon.

4. CHANGES.

4.1 The Parties may, from time to time, request changes in the scope of the Services of Consultant to be performed hereunder. Such changes, including any increase or decrease in the amount of Consultant’s compensation and/or changes in the schedule must be authorized in advance by the City in writing. Mutually agreed changes shall be incorporated in written amendments to the Agreement.

5. RESPONSIBILITIES OF CONSULTANT.

5.1 Independent Contractor; Control and Payment of Subordinates. Consultant enters into this Agreement as an independent contractor and not as an employee of the City. Consultant shall have no power or authority by this Agreement to bind the City in any respect. Nothing in this Agreement shall be construed to be inconsistent with this relationship or status. All employees, agents, contractors or subcontractors hired or retained by the Consultant are employees, agents, contractors or subcontractors of the Consultant and not of the City. The City shall not be obligated in any way to pay any wage claims or other claims made against Consultant by any such employees, agents, contractors or subcontractors, or any other person resulting from performance of this Agreement.

5.2 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City.

5.3 Project Manager. The Consultant shall designate a project manager who at all times shall represent the Consultant before the City on all matters relating to this Agreement. The project manager shall continue in such capacity unless and until he or she is removed at the request of the City, is no longer employed by Consultant or replaced with the written approval of the City which shall not be unreasonably withheld. The Project Manager shall be John Andoh, Transit Manager.

5.4 Coordination of Services. Consultant agrees to work closely with City staff in the performance of Services and shall be available to City staff, consultants and other staff at all reasonable times. City agrees to work closely with Consultant’s staff in the performance of Services and shall be available to Consultant’s staff at all reasonable times.

5.5 Warranty. Consultant agrees and represents that it is qualified to properly provide the Services set forth in Exhibit “A” in a manner which is consistent with the generally accepted

ATTACHMENT 2
3 standards of Consultant’s profession. Consultant further represents and agrees that it will perform said Services in a legally adequate manner in conformance with applicable federal, state and local laws and guidelines.

6. INSURANCE.

6.1 Time for Compliance. Consultant shall not commence Services under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Consultant shall not allow any subconsultant to commence work on any subcontract until it has provided evidence satisfactory to the City that the subconsultant has secured all insurance required under this section.

6.2 Types of Required Coverages. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder and without limiting the indemnity provisions of the Agreement, the Consultant in partial performance of its obligations under such Agreement, shall procure and maintain in full force and effect during the term of the Agreement, the following policies of insurance.

6.2.1 Commercial General Liability: Commercial General Liability Insurance which affords coverage at least as broad as Insurance Services Office “occurrence” form CG 0001, with minimum limits of at least $2,000,000 per occurrence. Defense costs shall be paid in addition to the limits.

The policy shall contain no endorsements or provisions limiting coverage for (1) products and completed operations; (2) contractual liability; (3) third party action over claims; or (4) cross liability exclusion for claims or suits by one insured against another.

6.2.2 Automobile Liability: Automobile Liability Insurance with coverage at least as broad as Insurance Services Office Form CA 0001 covering “Any Auto” (Symbol 1) with minimum limits of $1,000,000 each accident for each company owned auto.

If coverage is written on a claims-made basis, the retroactive date shall precede the effective date of the initial Agreement and continuous coverage will be maintained or an extended reporting period will be exercised for a period of at least three (3) years from termination or expiration of this Agreement.

6.3 Endorsements.

6.3.1 The policy or policies of insurance required by Sections 6.2.1 Commercial General Liability and 6.2.2 Automobile Liability shall be endorsed to provide the following:

6.3.1.1 Additional Insured: The indemnified parties shall be additional insureds with regard to liability and defense of suits or claims arising out of the performance of the Agreement. Additional Insured Endorsements shall not (1) be restricted to “ongoing operations”; (2) exclude “contractual liability”; (3) restrict coverage to “sole” liability of Consultant; or (4) contain any other exclusions contrary to the Agreement.

ATTACHMENT 2
4 6.3.1.2 Primary Insurance and Non-Contributing Insurance: This insurance shall be primary and any other insurance, deductible, or self-insurance maintained by the indemnified parties shall not contribute with this primary insurance.

6.3.1.3 Severability: In the event of one insured, whether named or additional, incurs liability to any other of the insureds, whether named or additional, the policy shall cover the insured against whom claim is or may be made in the same manner as if separate policies had been issued to each insured, except that the limits of insurance shall not be increased thereby.

6.3.1.4 Cancellation: The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except ten (10) days prior written notice shall be allowed for non-payment of premium.

6.3.1.5 Duties: Any failure by the named insured to comply with reporting provisions of the policy or breaches or violations of warranties shall not affect coverage provided to the indemnified parties.

6.3.1.6 Applicability: That the coverage provided therein shall apply to the obligations assumed by the Consultant under the indemnity provisions of the Agreement, unless the policy or policies contain a blanket form of contractual liability coverage.

6.3.2 The policy or policies of insurance required by Section 6.2 including Workers’ Compensation shall be endorsed, as follows:

6.3.2.1 Waiver of Subrogation: A waiver of subrogation stating that the insurer waives all rights of subrogation against the indemnified parties.

6.3.2.2 Cancellation: The policy shall not be canceled or the coverage suspended, voided, reduced or allowed to expire until a thirty (30) day prior written notice of cancellation has been served upon the City except ten (10) days prior written notice shall be allowed for non-payment of premium.

6.4 Deductible. Any deductible or self-insured retention must be approved in writing by the City and shall protect the indemnified parties in the same manner and to the same extent as they would have been protected had the policy or policies not contained a deductible or self-insured retention.

6.5 Evidence of Insurance. The Consultant, concurrently with the execution of the Agreement, and as a condition precedent to the effectiveness thereof, shall deliver either certified copies of the required policies, or original certificates and endorsements on forms approved by the City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf. At least fifteen (15) days prior to the expiration of any such policy, evidence of insurance showing that such insurance coverage has been renewed or extended shall be filed with the City. If such coverage is cancelled or reduced,

ATTACHMENT 2
5 Consultant shall, within ten (10) days after receipt of written notice of such cancellation or reduction of coverage, file with the City evidence of insurance showing that the required insurance has been reinstated or has been provided through another insurance company or companies.

6.6 Failure to Maintain Coverage. Consultant agrees to suspend and cease all operations hereunder during such period of time if the required insurance coverage is not in effect and evidence of insurance has not been furnished to the City. The City shall have the right to withhold any payment due Consultant until Consultant has fully complied with the insurance provisions of this Agreement.

In the event that the Consultant’s operations are suspended for failure to maintain required insurance coverage, the Consultant shall not be entitled to an extension of time for completion of the Work because of production lost during suspension.

6.7 Acceptability of Insurers. Each such policy shall be from a company or companies with a current A.M. Best’s rating of no less than A:VII and authorized to do business in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

6.8 Insurance for Subconsultants. All subconsultants shall be included as additional insureds under the Consultant’s policies, or the Consultant shall be responsible for causing subconsultants to purchase the appropriate insurance in compliance with the terms of this Agreement, including adding the City as an Additional Insured to the subconsultant’s policies.

7. OWNERSHIP OF MATERIALS AND CONFIDENTIALITY.

7.1 Documents & Data; Licensing of Intellectual Property. This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse or sublicense any and all copyrights, designs and other intellectual property embodied in plans, specifications, studies, drawings, estimates and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement (“Documents & Data”).

Consultant shall require all subconsultants to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subconsultant prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City.

City shall not be limited in any way in its use or modification of the Documents and Data at any time, provided that any such use or modification not within the purposes intended by this Agreement shall be at City’s sole risk.

ATTACHMENT 2
6 7.2 Confidentiality. All Documents & Data are confidential and Consultant agrees that they shall not be made available to any individual or organization without the prior written approval of the City, except by court order.

8. ACCOUNTING RECORDS.

8.1 Maintenance and Inspection. Consultant shall maintain and make available for inspection by the City and its auditor’s accurate records of all its costs, disbursements and receipts with respect to any work under this Agreement. Such inspections may be made during regular office hours at any time until one (1) year after the final payments under this Agreement are made to the Consultant.

9. SUBCONTRACTING.

9.1 Prior Approval Required. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City.

Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

10. TERMINATION OF AGREEMENT.

10.1 Grounds for Termination. City may, by written notice to Consultant, terminate all or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those Services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause.

10.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents and Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request.

10.3 Additional Services. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

11. GENERAL PROVISIONS.

11.1 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:

City:

City of Escalon
2060 McHenry Avenue

ATTACHMENT 2
7 Escalon, CA 95320
Attn: John Andoh, Transit Manager
(209) 691-7465
[email protected]
Consultant:

Elea Carey
83 Scenic Avenue
Richmond CA 94801
Phone: 415-941-1477
Email: [email protected]
Such notice shall be deemed made when personally delivered, sent via electronic mail or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

11.2 Indemnification. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions, negligence or willful misconduct of Consultant, its officials, officers, employees, agents, subcontractors and subconsultants arising out of or in connection with the performance of the Services or this Agreement, including without limitation the payment of all consequential damages and attorneys’ fees and other related costs and expenses except such loss or damage which was caused by the active negligence, sole negligence, or willful misconduct of the City.

Consultant shall defend, at Consultant’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding.

Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided.

Consultant’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or volunteers.

11.3 Prohibited Interests. Consultant covenants that neither it, nor any of its employees, agents, contractors or subcontractors has any interest, nor shall they acquire any interest, direct or indirect, in the subject of the Agreement, nor any other interest which would conflict in any manner or degree with the performance of the Services hereunder.

ATTACHMENT 2
8 11.4 Prevailing Wages. Consultant is aware of the requirements of California Labor Code section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, section 16000, et seq., (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on “public works” and “maintenance” projects. If the Services are subject to the Prevailing Wage Laws, Consultant agrees to fully comply with such Prevailing Wage Laws.

11.5 Equal Opportunity Employment. Consultant shall not engage in unlawful employment discrimination. Such unlawful employment discrimination includes, but is not limited to, employment discrimination based upon a person’s race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, gender, citizenship or sexual orientation.

11.6 Labor Certification. By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code 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 agrees to comply with such provisions before commencing the performance of the Services.

11.7 Attorneys’ Fees. If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to reasonable attorneys’ fees and all other costs of such action.

11.8 Assignment or Transfer. Consultant shall not assign or transfer any interest in this Agreement whether by assignment or novation, without the prior written consent of the City, which will not be unreasonably withheld. Provided, however, that claims for money due or to become due Consultant from the City under this Agreement may be assigned to a financial institution or to a trustee in bankruptcy, without such approval. Notice of any assignment or transfer, whether voluntary or involuntary, shall be furnished promptly to the City.

11.9 Successors and Assigns. This Agreement shall be binding on the successors and assigns of the Parties.

11.10 Amendment; Modification. No supplement, modification or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.

11.11 Waiver. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel or otherwise.

11.12 Entire Agreement. This Agreement constitutes the entire agreement between the Parties relative to the Services specified herein. There are no understandings, agreements, conditions, representations, warranties or promises with respect to this Agreement, except those contained in or referred to in the writing.

ATTACHMENT 2
9 11.13 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Joaquin County.

11.14 Time of Essence. Time is of the essence for each and every provision of this Agreement.

11.15 Interpretation. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party.

11.16 No Third Party Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.

11.17 Authority to Enter Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right and authority to make this Agreement and bind each respective Party.

11.18 Invalidity; Severability. If any portion of this Agreement is declared invalid, illegal or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.

11.19 Counterparts. This Agreement may be signed in counterparts, each of which shall constitute an original.

11.20 Federal Funding. This Agreement is subject to funding from the Federal Transit Administration (FTA). Consultant shall sign and acknowledge the attached Federal Clauses and Certifications as “Exhibit B” and provide a copy of its System for Awards Management (SAM) certification to the City.

ATTACHMENT 2
10 IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.

CITY OF ESCALON TRANSIT HAPPY
By: ___________________________ By: ___________________________ Jaylen French Elea Carey
City Manager Founder
Attest:

By: ___________________________
John Andoh
Transit Manager
Approved as to Form:

By: ___________________________
Best Best & Krieger LLP
City Attorney

ATTACHMENT 2
1
EXHIBIT “A”

CONSULTANT PROPOSAL, SCOPE OF SERVICES AND COMPENSATION

ATTACHMENT 2
2
EXHIBIT “B”

FEDERAL CLAUSES AND CERTIFICATIONS

ITEM NO. 9

COUNCIL AGENDA ITEM
FOR APRIL 06, 2026
Prepared By: Celinda Bickner, Finance Director | HR Administrator Date: March 31, 2026
Subject: Authorize a Professional Services Agreement (PSA) with Moss, Levy & Hartzheim, LLP for Independent Auditing Services
Recommendation:

Authorize a Professional Services Agreement (PSA) for Independent Auditing Services provided by the firm Moss, Levy & Hartzheim, LLP.

Strategic Plan Priority:

An annual financial audit report is not directly connected to a Strategic Priority area in the Escalon 2025-2026 Strategic Plan, but is a sound local government practice and requirement most closely associated with Fiscal Stability.

Background and Discussion:

The City of Escalon has used Clendenin Bird & Company, which later became Gallagher & Gatewood, for independent auditing services since at least 2011. In late 2024, due to performance issues, the City sought proposals from auditing firms to replace Gallagher and Gatewood. The City ultimately selected LJB CPA to perform these services. In March 2026, LJB CPA indicated they could no longer provide these services to the City. Therefore, the City sought proposals from various firms to provide auditing services. After careful review of cost, availability, reputation, ability to complete the work in a timely and professional manner, and understanding of the current situation, City staff recommends approving a contract with Moss, Levy & Hartzheim, LLP.

MLH’s rates for professional auditing services are detailed in Exhibit A and do not exceed $45,000 per year for the period from April 1, 2026, to December 31, 2029. This PSA covers annual independent audit reports for the fiscal years ending June 30, 2024, 2025 and 2026. The audits for 2024 and 2025 will be completed simultaneously. The 2026 audit will be completed next year.

The contract term is for three years, with the option to terminate or continue past the three-year term.

Staff's intention is to retain MLH on an ongoing basis to produce timely, accurate financial audit reports.

Other nearby cities have successfully used MLH for their annual audit reports. City staff is confident that this selection will benefit the city of Escalon.

Attachments

1. Professional Services Agreement with Moss, Levy & Hartzheim, LLP for independent auditing services

1. PARTIES AND DATE
between the City of Escalon, a municipal corporation organized and operating under the laws of the State of California with its principal place of business at 2060 McHenry Avenue, Escalon, California 95320, County of San Joaquin, State of California (hereinafter referred to as “City”), ., with its principal place of business at hereinafter referred to as
“Consultant”). City and Consultant are sometimes individually referred to as “Party” and collectively as “Parties” in this Agreement.

2. RECITALS. 2.1 City. City is a municipal corporation organized under the laws of the State

2.3 Project. City desires to retain Consultant to render such services for professional (“Project”) as set forth
in this Agreement.

3. TERMS. 3.1 Employment of Consultant. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the professional services necessary for the Project consistent with the provisions of this Agreement (“Services”).

The Services are more particularly described throughout this Agreement, attached here to and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, any exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules

CITY OF ESCALON

PROFESSIONAL SERVICES

AGREEMENT FOR
Independent Auditing Services
1 April
Moss, Levy & Hartzheim. LLP
5800 Hannum Ave, Suite E Culver City, CA 90230
of California, with the power to contract for services necessary to achieve its purpose.

2.2 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant warrants that it is experienced in providing professional Independent Auditing Services to public clients, that it and its employees or subcontractors have all necessary licenses and permits to perform the services in the State of California, and that it is familiar with the plans of City. Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior approval of City.

Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.

Independent Auditing Services
2026
a corporation

3.1.2 Term. The term of this Agreement shall be from , to

3.2 Compensation. 3.2.1 Compensation. Subject to paragraph 3.2.2 below, the City shall pay for such Services in accordance with the payment schedule set forth in

3.2.2 Payment of Compensation. In no event shall the total amount paid for Services rendered by Consultant under this Agreement exceed the sum of Dollars ($ ) (“Total Compensation”).

This amount is to cover all printing and related costs, and the City will not pay any additional fees for printing expenses. Periodic payments shall be made within 30 days of receipt of an invoice, which includes a detailed description of the work performed.

3.2.3 Prevailing Wages. Consultant is aware of the requirements of California Labor Code sections 1720 et seq. and 1770 et seq., as well as California Code of Regulations, title 8, section 16000 et seq. (“Prevailing Wage Laws”), which require the payment of prevailing wage rates and the performance of other requirements on certain “public works” and “maintenance” projects. Since the Services are being performed as part of an applicable “public works” or “maintenance” project, as defined by the Prevailing Wage Laws, and since the total compensation is $1,000 or more, Consultant agrees to fully comply with and to require its subconsultants to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft, classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant’s principal place of business and at the Project site.

Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claims, liabilities, costs, penalties or interest arising out of any failure or alleged failure of the Consultant or its subconsultants to comply with the Prevailing Wage Laws. It shall be mandatory upon the Consultant and all subconsultants to comply with all California Labor Code provisions, which include but are not limited to prevailing wages, employment of apprentices, hours of labor and debarment of contractors and subcontractors.

Effective March 1, 2015, since the Services are being performed as part of an applicable “public works” or “maintenance” project, then pursuant to Labor Code Sections 1725.5 and 1771.1, the Consultant and all subconsultants performing such Services must be registered with the Department of Industrial Relations. Consultant shall maintain registration for the duration of any project and require the same of any subconsultants, as applicable. These projects may also be subject to compliance 2026
Forty-five thousand 45,000
Exhibit “A.”
April 1 December 31 2029

monitoring and enforcement by the Department of Industrial Relations. It shall be Consultant’s sole responsibility to comply with all applicable registration and labor compliance requirements.

3.3 Additional Work.

If changes in the work seem merited by Consultant or the City, and informal consultations with the other party indicate that a change is warranted, it shall be processed in the following manner: a letter outlining the changes shall be forwarded to the City by Consultant with a statement of estimated changes in fee or time schedule. An amendment to this Agreement shall be prepared by the City and executed by both Parties before performance of such Services, or the City will not be required to pay for the changes in the scope of work. Such amendment shall not render ineffective or invalidate unaffected portions of this Agreement.

3.4 Period of Performance. Consultant shall perform and complete all Services under this Agreement within the term set forth in section 3.1.2 above (“Term”). Consultant shall perform the Services in strict accordance with any completion schedule or Project milestones described in attached hereto, or which may be provided separately in writing to the Consultant. Consultant agrees that if the Services are not completed within the aforementioned Performance Time and/or pursuant to any such completion schedule or Project milestones developed pursuant to the provisions of this Agreement, it is understood, acknowledged and agreed that the City will suffer damage.

3.5 Delays in Performance. 3.5.1 Excusable Delays. Any delays in Consultant’s work caused by the following shall be added to the time for completion of any obligations of Consultant: (1) the actions of City or its employees; (2) the actions of those in direct contractual relationship with City; (3) the actions of any governmental agency having jurisdiction over the Project; (4) the actions of any parties not within the reasonable control of the Consultant; and (5) any act of God or other unforeseen occurrence not due to any fault or negligence on the part of Contractor. Neither the City nor the Consultant shall be liable for damages, liquidated or otherwise, to the other on account of such delays.

3.5.2 Request for Excusable Delay Credit. The Consultant shall, within fifteen (15) calendar days of the beginning of any excusable delay, notify the City in writing of the causes of delay (unless City grants in writing a further period of time to file such notice prior to the date of final payment under the Agreement). City will then ascertain the facts and the extent of the delay, and grant an extension of time for completing the Services when, in its sole judgment, the findings of fact justify such an extension. The City’s findings of fact thereon shall be final and conclusive on the parties.

Extensions of time shall apply only to that portion of the Services affected by the delay and shall not apply to other portions of the Services not so affected. The sole remedy of Consultant for extensions of time shall be an extension of the performance time at no cost to the City. If Additional Services are required as a result of an excusable delay, the parties shall mutually agree thereto pursuant to the Additional Services provision of this Exhibit “A”

Agreement. Should Consultant make an application for an extension of time, Consultant shall submit evidence that the insurance policies required by this Agreement remain in effect during the requested additional period of time.

3.6 City’s Representative. The City hereby designates _________________, or his or her designee, to act as its representative for the performance of this Agreement (“City’s Representative”).

City’s Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City’s Representative or his or her designee.

3.7 Consultant’s Representative. Consultant hereby designates , or his or her designee, to act as its representative for the performance of this Agreement (“Consultant’s Representative”). Consultant’s Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.

3.8 Maintenance of Records. Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of five (5) years from the date of final payment under this Agreement.

3.9 Independent Contractor. City retains Consultant on an independent contractor basis and Consultant is not an employee of City. Consultant is not an employee for state tax, federal tax or any other purpose and is not entitled to the rights or benefits afforded to City’s employees. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant’s exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.

3.10 Coordination of Services.

Jaylen French
Bin Zeng

Consultant agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, consultants and other staff at all reasonable times.

3.11 Laws and Regulations. 3.11.1 Knowledge and Compliance. Consultant shall keep itself fully informed of and in compliance with all applicable local, state and federal laws, rules and regulations in any manner affecting the performance of the Services or the Project, including all Cal/OSHA requirements, and shall give all notices required of the Consultant by law. Consultant shall be liable, pursuant to the standard of care and indemnification provisions of this Agreement, for all violations of such laws and regulations in connection with its Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.

3.11.2 Permits. If required, Consultant shall assist the City, as requested, in obtaining and maintaining all permits required of Consultant by federal, state and local regulatory agencies.

3.11.3 Clean Up. If applicable, Consultant is responsible for all costs of clean up and/ or removal of hazardous and toxic substances spilled as a result of his or her Services or operations performed under this Agreement.

3.12 Standard of Care. 3.12.1 Standard of Care. Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals qualified to perform the Services in the same discipline in the State of California, and shall be responsible to City for damages sustained by the City and delays to Services as specified in the indemnification provision of this Agreement. Without limiting the foregoing, Consultant shall be fully responsible to the City for any increased costs incurred by the City as a result of any such delays in the Services. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants and represents that all of its employees, subcontractors and other consultants shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees, subcontractors and other consultants have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services assigned to or rendered by them and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant’s failure to comply with the standard of care provided for herein.

3.12.2 Performance of Employees. Any employee or subcontractor of Consultant who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Services, a threat to the safety of persons or property, or any employee or consultant who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from any and all Services by the Consultant and shall not be re-employed to perform any of the Services.

3.13 Assignment and Subconsultants.

Consultant shall not assign, sublet, or transfer this Agreement or any rights under or interest in this Agreement without the written consent of the City, which may be withheld for any reason. Any attempt to so assign or so transfer without such consent shall be void and without legal effect and shall constitute grounds for termination. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. Nothing contained herein shall prevent Consultant from employing independent associates and subconsultants as Consultant may deem appropriate to assist in the performance of Services hereunder. Notwithstanding the foregoing, Consultant may freely and without consent assign this Agreement to an affiliate or to an acquirer of all or part of Consultant’s business or assets provided that such assignment shall only be effective upon no less than thirty (30) days prior notice to City and only in the event that such assignment does not materially impair the interests of City.

3.14 Insurance. Types of Insurance Required. As a condition precedent to the effectiveness of this Agreement for work to be performed hereunder, and without limiting the indemnity provisions of the Agreement, Consultant shall, at its expense, procure and maintain in full force and effect for the duration of the Agreement the following policies of insurance. If the existing policies do not meet the insurance requirements set forth herein, Consultant agrees to amend, supplement or endorse the policies to do so.

General Liability
Consultant shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than two million dollars ($2,000,000) per occurrence, four million dollars ($4,000,000) general aggregate, for bodily injury, personal injury, and property damage, including without limitation, blanket contractual liability. Consultant’s general liability policies shall be primary and non-contributory, and be endorsed using Insurance Services Office form CG 20 10 to provide that City and its officers, officials, employees, and agents shall be additional insureds under such policies. For construction contracts, an endorsement providing completed operations to the additional insured, ISO form CG 20 37, is also required.

Workers’ Compensation
Consultant shall maintain Workers’ Compensation Insurance (Statutory Limits) and Employer’s Liability Insurance with limits of at least one million dollars ($1,000,000).

Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its officers, agents, employees, and volunteers.

Auto Liability
Consultant shall provide auto liability coverage for owned, non-owned, and hired autos using ISO Business Auto Coverage form CA 00 01, or the exact equivalent, with a limit of no less than one million dollars ($1,000,000) per accident. If Consultant owns no vehicles, this requirement may be met through a non-owned auto endorsement to the CGL policy.

Professional Liability
Consultant shall maintain professional liability insurance that insures against professional errors and omissions that may be made in performing the Services to be rendered in connection with this Agreement, in the minimum amount of one million dollars ($1,000,000) per claim and in the aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this agreement, and Consultant agrees to maintain continuous coverage through a period no less than three years after completion of the services required by this agreement. The cost of such insurance shall be included in Consultant's bid.

3.14.1 3.14.1 Evidence Required
Prior to execution of the Agreement, Consultant shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Such evidence shall include original copies of the ISO CG 00 01 (or insurer’s equivalent) signed by the insurer’s representative and Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.

3.14.2 Policy Provisions Required
(a) Consultant shall provide the City at least thirty (30) days priorwritten notice of cancellation of any policy required by this Agreement, except that Consultant shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non-payment of premium. If any of the required coverage is cancelled or expires during the term of this Agreement, Consultant shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration.
(b) The Commercial General Liability Policy and Automobile Policy shall each contain a provision stating that Consultant’s policy is

primary insurance and that any insurance, self-insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
(c) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Consultant shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Consultant shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims-made policy with a retroactive date subsequent to the effective date of this Agreement. (d) All required insurance coverages, except for the professional liability coverage, shall contain or be endorsed to contain a waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Consultant or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss.

Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subconsultants.
(e) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Consultant from liability in excess of such coverage, nor shall it limit the Consultant’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.

3.14.2 Qualifying Insurers
All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements:

Each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business of insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.

3.14.3 Additional Insurance Provisions

3.14.3.1 The foregoing requirements as to the types and limits of insurance coverage to be maintained by Consultant, and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Consultant pursuant to this Agreement, including

but not limited to, the provisions concerning indemnification.

3.14.3.2 If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Consultant or City will withhold amounts sufficient to pay premium from Consultant payments. In the alternative, City may cancel this Agreement.

3.14.3.2 The City may require the Consultant to provide complete copies of all insurance policies in effect for the duration of the Agreement.

3.14.3.3 Neither the City nor the City Council, nor any member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.

3.14.3.4 Sub consultant Insurance Requirements
Consultant shall not allow any subcontractors or sub consultants to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or sub consultants shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Consultant, City may approve different scopes or minimum limits of insurance for particular subcontractors or sub consultants. 3.15 Indemnification. 3.15.1.

3.15.2. To the fullest extent permitted by law, Consultant shall defend (with counsel of City’s choosing), indemnify and hold the City, its officials, officers, employees, volunteers, and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, including wrongful death, in any manner arising out of, pertaining to, or incident to any acts, errors or omissions, or willful misconduct of Consultant, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Consultant’s Services, the Project or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Consultant, the City, its officials, officers, employees, agents, or volunteers.

If Consultant’s obligation to defend, indemnify, and/or hold harmless arises out of Consultant’s performance of “design professional” services (as that term is defined under Civil Code section 2782.8), then, and only to the extent required by Civil Code section 2782.8, which is fully incorporated herein, Consultant’s indemnification obligation shall be limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant, and, upon Consultant obtaining a final adjudication by a

court of competent jurisdiction, Consultant’s liability for such claim, including the cost to defend, shall not exceed the Consultant’s proportionate percentage of fault.

3.16 Reserved. 3.17 Termination, Suspension and Abandonment.

3.17.1 Grounds for Termination. City hereby reserves the right to suspend or abandon, at any time and for any reason, all or any portion of the Agreement and the work thereon, or to terminate this Agreement at any time with or without cause.

Consultant shall be provided with at least seven (7) days advanced written notice of such suspension, abandonment or termination. In the event of such suspension, abandonment or termination, Consultant shall be paid for Services and reimbursable expenses rendered up to the date of such suspension, abandonment or termination, pursuant to the schedule of payments provided for in this Agreement, less any claims against or damages suffered by City as a result of the default, if any, by Consultant.

Consultant hereby expressly waives any and all claims for damages or compensation arising under this Agreement, except as set forth herein, in the event of such suspension, abandonment or termination.

3.17.2 Consultant’s Termination for Cause.

Consultant may terminate its obligations to provide further services under this Agreement upon thirty (30) calendar days’ written notice to City only in the event of substantial failure by City to perform in accordance with the terms of this Agreement through no fault of Consultant.

3.17.3 City’s Suspension of Work. If Consultant’s Services are suspended by City, City may require Consultant to resume such Services within ninety (90) days after written notice from City. When Services are resumed, the Total Compensation and schedule of Services shall be equitably adjusted upon mutual agreement of the City and Consultant.

3.17.4 Documents and Other Data. Upon suspension, abandonment or termination, Consultant shall provide to City all preliminary studies, sketches, working drawings, specifications, computations, and all other documents to which City would have been entitled at the completion of Consultant’s Services under this Agreement. Upon payment of the amount required to be paid to Consultant pursuant to the termination provisions of this Agreement, City shall have the rights, as provided in this Agreement hereinafter, to use such documents prepared by or on behalf of Consultant under this Agreement. Consultant shall make such documents available to City upon request and without additional compensation other than as may be approved as a reimbursable expense. Audit working papers are the Consultant's asset as an industry and professional standard, but will be provided to the City upon request.

3.17.5 Employment of Other Consultants. In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.

Except as otherwise provided herein, all original field notes, written reports, Drawings and Specifications and other documents, produced or developed for Services under this Agreement shall, upon payment in full for the Services described in this Agreement, be furnished to and become the property of the City. Audit working papers are the Consultant's asset as an industry and professional standard, but will be provided to the City upon request.

3.19 GoverningLaw.

This Agreement shall be interpreted in accordance with the laws of the State of California. If any action is brought to interpret or enforce any term of this Agreement, the action shall be brought in a state or federal court situated in the County of San Joaquin, State of California.

3.20 Verificationof Employment Eligibility.

By executing this Agreement, Consultant verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subconsultants and sub-consultants to comply with same.

3.21 Notice.

Any notice or instrument required to be given or delivered by this Agreement may be given or delivered by depositing the same in any United States Post Office, certified mail, return receipt requested, postage prepaid, addressed to:

CITY:

City of Escalon
2060 McHenry Avenue
Escalon, CA 95320
Attn:

CONSULTANT:

Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.

3.22 Third Party Rights. This Agreement shall not create any rights in, or inure to the benefits of, any third party except as expressly provided herein.

3.23 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or any other classification protected by federal Moss, Levy & Hartzheim, LLP
5800 Hannum Ave, Suite E
Culver City, CA 90230
Attn: Bin Zeng
Jaylen French

3.18 Documents.