1 Intercity Transit Funding and Cost Sharing Agreement updated 06 -17-25.Final
INTERCITY TRANSIT FUNDING AND COST SHARING AGREEMENT
(SOLANO EXPRESS) BY AND AMONG
THE SOLANO TRANSPORTATION AUTHORITY, THE COUNTY OF SOLANO,
THE SOLANO COUNTY TRANSIT, THE CITY OF DIXON, THE CITY OF
FAIRFIELD, THE CITY OF SUISUN CITY, AND
THE CITY OF VACAVILLE
THIS AGREEMENT(“Agreement”) is made and entered into as of this 1st day of July, 2025, by and among the SOLANO TRANSPORTATION AUTHORITY, a joint powers entity organized under Government Code section 6500 et seq., and the Congestion Management Agency (CMA) and the County Transportation Authority (CTA) for Solano County, hereinafter referred to as “STA”, and the governmental entities in Solano County providing intercity transit services to the citizens of Solano County: to wit:
THE COUNTY OF SOLANO (“County”), a political subdivision of the State of California; SOLANO COUNTY TRANSIT (“SolTrans”), a joint powers entity organized under Government Code section 6500 et seq.; and FOUR MUNICIPAL CORPORATIONS (“Cities”) in Solano County:
The City of Dixon,
The City of Fairfield,
The City of Suisun City, and
The City of Vacaville
Unless specifically identified, the various public agencies herein may be commonly referred to as the “Parties” or “County, City, and Cities” or “Jurisdictions· or “Intercity Transit Operators” as the context may require.
RECITALS
WHEREAS, STA is authorized by Public Utilities Code § 180152 to enter into agreements to provide public transport services and has historically exercised that authority with respect to intercity transit routes and paratransit services; and
WHEREAS, this Agreement establishes certain goals and principles for Intercity Transit Activities in Solano County; and
WHEREAS, the provision of transit services throughout Solano County has been developed on a jurisdiction-by-jurisdiction basis and, as a result, the provision of intercity transit services to the citizens of Solano County may be enhanced by the improved coordination of transit routes and other issues among the transit providers. Further, funding of transit services is a complex process which has been partially remedied by coordination of certain transit funds (including Transportation Development Act (TDA) Funds, State Transit Assistance Funds (STAF), Regional Measure 2 and Regional Measure 3 ) through the STA for approval by the Metropolitan Transportation Commission (MTC); and
2 Intercity Transit Funding and Cost Sharing Agreement updated 06 -17-25.Final WHEREAS, STA has sponsored, and the County and Cities have joined and participated in, the Intercity Transit Funding Working Group (“ITFWG”) which is comprised of representatives that are Parties to this Agreement; and
WHEREAS, STA’s I -80/I-680/I-780 Transit Corridor Study completed in 2004 identified seven intercity bus routes in Solano County, all of which are subsidized by more than one jurisdiction; and
WHEREAS, the Parties agreed to a cost -sharing methodology and funding for these routes beginning in 2006; and
WHEREAS, in 2018 STA finalized the Intercity Corridor Study (Solano Express) and approved the transition from seven (7) routes to four (4) color system: Blue, Green, Red, and Yellow; and WHEREAS, STA’s Comprehensive Transportation Plan (CTP) for Solano County plans, directs, and prioritizes the transportation needs of Solano County , and incorporates various STA studies and plans into a 25-year planning document, and the Solano CTP 2040 was completed in June 2020; and
WHEREAS, STA, Solano County, the incorporated cities in Solano County providing transit services (Dixon, Fairfield, Suisun City, and Vacaville), and SolTrans have previously commenced, and have agreed to fund, express transit services as part of this Intercity Tran sit Funding and Cost Sharing Agreement including express route transit service provided by SolTrans between Vallejo, Benicia and Walnut Creek BART station and return (collectively, “SERVICES”). The Solano Express routes are defined as the Yellow Line serving Vallejo, Benicia, Concord, and Walnut Creek BART; the Red Line serving Fairfield, Suisun City, Vallejo, and El Cerrito del Norte BART, which was expanded to include servicing San Francisco under Route 82; the Green Line serving Fairfield, Suisun City, and El Cerrito del Norte BART; and the Blue Line serving the I -80 corridor from UC Davis to Walnut Cr eek BART, serving the communities of UC Davis, Dixon, Vacaville, Fairfield, and Benicia , and a matrix of presently existing Intercity Transit Routes and the service areas covered by this Agreement is outlined in Attachment A; and
WHEREAS, STA’s coordination of the annual multi-agency TDA matrix, the STAF project funding for the county, Regional Measure 2 (RM 2), and Regional Measure 3 (RM 3) funding has clarified and simplified the funding claims process locally and regionally; and WHEREAS, continuing to have a coordinated multi-year, multi -agency funding strategy with predictability and some flexibility would help to continue to stabilize intercity transit service funding in Solano County; and
WHEREAS, the Solano County Intercity Transit Operators and other funding partners participated in the aforementioned ITFWG which has, since its inception, met at least annually to review and refine data and funding formula, and to develop core concepts to guide the coordination and funding of intercity transit operations in the future. 3 Intercity Transit Funding and Cost Sharing Agreement updated 06 -17-25.Final
AGREEMENT
NOW, THEREFORE, STA, the County, SolTrans (representing the cities of Benicia and Vallejo) and the Cities of Dixon, Fairfield, Suisun City, and Vacaville in consideration of the mutual promises herein, agree as follows:
Part I
Transit Coordination and Guiding Principles
Principle 1:
To provide certainty to Intercity Transit Operators and funding partners, and to establish a consistent method and an agreement for sharing subsidies for all intercity transit routes by Solano Intercity Transit Operators based on a consensus of the participating jurisdictions.
Principle 2:
To focus limited financial resources and deliver productive, connective, and reliable intercity transit service and to develop a cost effective and affordable intercity route structure that will:
1) be implemented with the agreed upon subsidy sharing agreement; 2) meet the policy/coverage requirements agreed upon; and 3) be marketed jointly.
Principle 3:
To develop strategies to consistently evaluate, modify, and market intercity transit services with the implementation of this Agreement.
Principle 4:
To comply with all local, state, and federal rules and regulations, including Title VI.
Part II
Service Plan Review
In 2006, the Parties initially developed a set of criteria for evaluating intercity transit routes and service plans in order to provide consistency of analysis and a comprehensive, common, and uniform methodology for such evaluations:
1. Service Productivity Measures:
• Passengers per revenue hour.
• Passengers per trip.
• Passengers per revenue mile.
2. Cost Efficiency Measures:
• Cost per vehicle revenue hour.
• Cost per vehicle revenue mile.
3. Cost Effectiveness Measures:
• Cost per passenger trip.
• Farebox Recovery Ratio.
4 Intercity Transit Funding and Cost Sharing Agreement updated 06 -17-25.Final
4. Policy/Coverage Requirements:
• Provides connectivity between cities.
• Provides regional transit connections.
• Meets unmet transit needs.
• Minimize stops in each city.
• Is user friendly.
The Solano Express Performance Benchmarks were initially developed in fiscal year (FY) 2012- 13 and updated in October 2016 in order to better monitor and evaluate the consolidated seven routes system into initially a four-route system and with the addition of Route 82 now a five-route system known as Solano Express and will specify the metrics and performance standards against which actual performance of the Intercity Routes will be measured.
Part Ill
Intercity Transit Funding and Cost Sharing Agreement
A. Included Intercity Transit Routes/ Intercity Transit Route Definition To be included in this Agreement, a route must meet all five of the following criteria:
1. Operates between two cities; and
2. Has a monthly ridership of at least 2,000; and
3. Operates at least five (5) days per week; and
4. Has been operating for at least a year and is not scheduled for deletion within the fiscal year; and
5. Maintains service that meets at least one of the performance standards identified in the Coordinated Short Range Transit Plan ( SRTP) with regards to service productivity , cost efficiency, and cost effectiveness.
B. Baseline Cost Data Source
Annually each Intercity Transit Operator shall prepare a baseline cost estimate. The baseline cost estimate for the fiscal year shall be based on the Intercity Transit Operators’ preliminary budget for that fiscal year prepared in the Spring preceding the start of the fiscal year. The preliminary budget estimate shall include unit cost or line-item cost escalation (as appropriate), cost changes due to service changes (e.g., changes to service hours), changes due to contract changes and estimates of allocated overhead costs by mode. The preliminary budget estimate shall include a comparison to the most recent audited year’s actual expenses and revenues, and estimated budget vs. actual expenses and revenues for the preceding and any unaudited fiscal years.
The baseline cost estimate shall be submitted with the Intercity Transit Operators’ completed three variable cost allocation model that includes an estimate of fares by route and other subsidies by route. Sources for other subsidies shall be identified in the cost allocation model or by another means to make clear the amounts and sources of other subsidies.
C. Mid-Year Budget or Cost Changes
Each Intercity Transit Operator shall report to the ITFWG and Solano Express Intercity 5 Intercity Transit Funding and Cost Sharing Agreement updated 06 -17-25.Final Transit Consortium (“Transit Consortium”) variances from the planned/budgeted costs and revenues for each intercity transit route no later than February 1 st of each year. Budget variances and changes in subsidy requirements shall be considered by the ITFWG and Transit Consortium.
D. Baseline Data Definitions
The definitions for revenue service miles, and revenue service hours as used for the cost allocation model shall follow the definitions provided by the National Transit Database (NTD) and shall be consistent with the NTD data reported by the Intercity Transit Operators. In the event that routes are interlined, peak vehicles shall be allocated by the proportion of the peak period operated by each intercity transit bus. In any case, the total peak vehicles used in the cost allocation model shall not exceed the total peak fleet reported in NTD.
E. Cost Allocation Model
The ITFWG has agreed to use a three variable cost model for allocating intercity transit costs by route. This model is based on the NTD’s recommended approach for allocating transit costs by vehicle hours , and vehicle miles. The ITFWG uses this model to assign intercity transit costs by route. The results of the cost model form the basis for allocating subsidies to each jurisdiction. Each Intercity Transit Operator shall input data into the model and the models shall be submitted to STA and each jurisdiction for further use and review.
F. Net Costs to be Shared
The net cost of each intercity transit route is the total cost of the route minus farebox revenue, RM 2 and RM 3 funds, STAF, FTA, and other non-TDA operating funds that are applied to the route.
G. Ridership Survey Data
On-board ridership surveys have been taken periodically since 2006 to provide the ITFWG with data regarding the number of riders by jurisdiction of residence by intercity route. This data is assembled for use in establishing the cost sharing formula set forth in this Agreement.
The on-board survey will be conducted periodically and no less frequently than every three (3) years by STA for purposes of updating the ridership information in this Agreement. The last Solano Express Ridership Survey was completed during the Spring of 2022 and subsequently adopted by the STA Board in October 2022. The Ridership Survey update was completed as scheduled for 2024 and will be provided to the ITFWG in preparation for fiscal year 2025-26. The next Ridership Survey will be scheduled in 2026.
H. Population Data
City and County Unincorporated population data for Solano County shall be obtained from the most current publication of the State of California Department of Finance E-4 Population Estimates for Cities, Counties and State. This information shall be updated and incorporated into this Agreement’s cost sharing formula annually.
6 Intercity Transit Funding and Cost Sharing Agreement updated 06 -17-25.Final I. Intercity Transit Cost Sharing Formula
Intercity transit costs shall be shared among the jurisdictions based upon an agreed upon formula whereby the net cost of each route is further reduced by the County Unincorporated Area’s agreed upon proportionate share for each route, up to an agreed upon maximum for the County share. The County share is negotiated annually and is based on either the proportion of the County’s population share of the net subsidy required, or by increasing the prior year County share by the Consumer Price Index. The resulting net cost is shared twenty percent (20%) by population share and 80% by ridership by jurisdiction of residence. The subsidy amounts provided by each jurisdiction will be included in the annual TDA matrix prepared by STA and submitted to MTC.
J. Cost Estimates and Actual Costs -- Year End Reconciliation The baseline cost information used in the cost allocation model is based on preliminary budget information for the next fiscal year. As such, the costs are estimates only and are subject to change.
1. After annual audited financial statements are presented to and/or approved by the Intercity Transit Operators ’ governing body, transit operator staff will update the data in the Cost Allocation Model (“CAM”) for the audited fiscal year. Updated actual cost , revenue (fares and other revenue), hours, miles, and peak vehicle data shall be included in the cost allocation model, consistent with the data reported to NTD.
2. Using results of the CAM populated with actual audited data, STA will recalculate the subsidy shares owed by each jurisdiction for the fiscal year and compare the amounts to the amounts paid according to the cost sharing formula in the Agreement.
3. Differences between the planned/budgeted subsidies included in the Agreement and the actual subsidy requirements based on audited data will be identified and a “true-up” will be performed. Subsidy surpluses (overpayments by a jurisdiction for its formula share of intercity transit services) and deficits (underpayments by a jurisdiction for its formula share of intercity transit services) will be applied to the subsequent year’s amount due for intercity transit services. Based on the availability of audited data after the close of a fiscal year, there will be a two-year lag for applying actual results for a given fiscal year to the subsidy shares for the upcoming budget year. That is, reconciliation for Year 1 (for example, Fiscal Year 2023-24) will be applied to the subsidy shares due for Year 3 (for example, Fiscal Year 2025- 26). The Parties intend to begin this reconciliation process with FY 2022 -23, which will inform the amount to be contributed by each Party in FY 2024-25.
K. Application of the Intercity Transit Cost Sharing Formula The Intercity Transit Operator shall provide the actual mid-year cost for the current fiscal year and the estimated cost for the forthcoming fiscal year no later than March 15th. The intercity transit cost sharing formula shall be calculated and the results presented to the ITFWG, Transit Consortium, and Technical Advisory Committee ( “TAC”) no later than April annually, unless a different date is agreed-to by the parties to this Agreement . The results of these calculations are shown in Attachment A to this Agreement. Attachment A shall be modified administratively and recommendation of the ITFWG will be presented to the Transit 7 Intercity Transit Funding and Cost Sharing Agreement updated 06 -17-25.Final Consortium and TAC for consideration and approved by a vote of the STA Board no later than May each year.
L. Reporting
The Intercity Transit Operators shall report at least quarterly to the STA and ITFWG the following information by intercity route in accordance with the established benchmarks:
• Budget vs. actual cost for the quarter;
• Budget vs. actual cost per revenue service hour for the quarter; • Budget vs. actual fares for the quarter;
• Ridership;
• Service hours;
• Missed trips by route;
• Missed stops by route;
• Service design;
• Service productivity;
• Cost efficiency; and
• Cost effectiveness.
M. Role and Responsibility of the ITFWG
Recognizing that seven of eight local jurisdictions within Solano County participate in funding intercity transit routes, all proposed fare and service changes shall be presented by the Intercity Transit Operators to the ITFWG, Transit Consortium, TAC and approved by the STA Board at least one hundred eighty (180) days prior to implementation and in sufficient time for the ITFWG’s consideration. All participating jurisdictions are responsible for participating in the ITFWG and for meeting their financial obligations under this Agreement.
Part IV
General Terms and Conditions
1. Term of Agreement
This Agreement is effective as of the date written above and shall continue through fiscal year 2025-26, with an option to renew, unless it is terminated or modified in writing with approval by the STA Board and a majority of the other signatories representing a majority of the population of Solano County.
2. Method for Claims
All funding claims for TDA, STAF, or RM 2 and RM 3 funds for intercity transit services identified under this Agreement shall be made by the eligible Parties to MTC and shall be consistent with the annual funding matrix prepared by STA in coordination with the Parties.
As required under current policy, TDA claims must be approved by the STA Paratransit Coordinating Council (PCC), Transit Consortium, TAC, and STA Board prior to approval by MTC.
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3. Independent Contractors
STA shall perform this Agreement as an independent contractor. STA shall, at its own risk and expense, determine the method and manner by which duties imposed on STA by this Agreement shall be performed; provided however that the County and Cities may monitor the work performed by STA. For projects or studies undertaken pursuant to this Agreement by the County or any of the Cities, said County or City shall perform this Agreement as an independent contractor. Said County or City shall, at its own risk and expense, determine the method and manner by which duties imposed on them by this Agreement shall be performed; provided however, that the other Parties may monitor the work performed by said County or City.
4. Transit Services
STA contracts with Intercity Transit Operators to provide any and all labor, equipment, tools, fuel, material, management, data management, financial services, and operations services related to and necessary for implementation and operation of said SERVICES upon the terms and conditions set forth. Intercity Transit Operators shall provide the SERVICES pursuant to the provisions set forth in the attached exhibits which are incorporated into this Agreement as though set forth in full:
Exhibit A: (Scope of Services)
Exhibit B: (Routes, Schedule and Fares for Service)
Exhibit C: (Performance Measures)
5. Indemnification
The Parties and STA shall defend, indemnify and hold harmless each other and their respective officers, agents, employees, or subcontractors from any claim, loss or liability, including, without limitation, those for personal injury (including death) or damage to property, arising out of or connected with any aspect of the performance by any of the Parties or STA, or their respective officers, agents, employees, or subcontractors of activities required under this Agreement, and any fees and/or costs reasonably incurred by the staff attorneys or contract attorneys of the Party(ies) to be indemnified, and any and all costs, fees and expenses incurred in enforcing this provision.
6. Insurance
During the term of this Agreement, Intercity Transit Operators shall ensure their contractor maintains insurance coverage and lists STA and SolTrans as additional insured at least as broad as:
▪ Commercial General Liability Insurance
▪ Automobile Liability Insurance
▪ Workers’ Compensation insurance
Minimum Limits of Insurance:
(1) General Liability:
(Including operations,
$10,000,000
per occurrence for bodily injury,
personal injury, and property damage.
If Commercial General Liability
insurance or other form with a general
9 Intercity Transit Funding and Cost Sharing Agreement updated 06 -17-25.Final products and completed
operations.)
aggregate limit is used, either the
general aggregate limit shall apply
separately to this project/location or the
general aggregate limit shall be twice
the required occurrence limit.
(2) Automobile Liability: $10,000,000 per accident for bodily injury and property damage.
(3) Workers’ Compensation: As required by the State of California.
The endorsements should be on forms provided by the STA or on other than the STA’s forms, provided those endorsements or policies conform to the requirements stated in this clause. All certificates and endorsements must be received and approved by the STA. STA reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting coverage required by these specifications.
7. Termination
Any individual Party may terminate this Agreement at the end of the fiscal year for the future fiscal year upon thirty (30) days written notice to the Parties. Request for termination of the Agreement is to come from the policy board of the agency requesting termination of their participation in the Agreement.
8. Authority of STA
STA, following consultation with Parties, shall decide all questions which may arise as to the quality or acceptability of work performed and as to the manner of performance of the work performed and all questions as to the acceptable fulfillment of this Agreement on the part of Parties.
STA reserves the ri ght to assign its responsibilities under Agreement to a successor governmental entity for the provision of the public transportation services herein addressed.
Unless otherwise agreed, such assignment shall constitute a complete novation between STA and Parties and receipt by Parties from STA of sums then due and payable for services rendered pursuant to Agreement prior to assignment shall constitute a complete accord and satisfaction as between STA and Parties.
9. No Waiver
The waiver by any Party of any breach or violation of any requirement of this Agreement shall not be deemed to be a waiver of any such breach in the future, or of the breach of any other requirement of this Agreement.
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10. Notices
All notices required or authorized by this Agreement shall be in writing and shall be delivered in person, by e-mail, or by deposit in the United States mail, by certified mail, postage prepaid, return- receipt requested. Any mailed notice, demand , request, consent, approval, or communication that a Party desires to give to the other P arties shall be addressed to the other Parties at the addresses set forth below. A Party may change its address by notifying the other Parties of the change of address. Any notice sent by mail in the manner prescribed by this paragraph shall be deemed to have been received on the date noted on the return receipt or five (5) days following the date of deposit, whichever is earlier.
CITY OF DIXON
Louren Kotow
Public Works Director
600 East A Street
Dixon, CA 945620
[email protected]
CITY OF FAIRFIELD
Sanjay Mishra
Public Works Director
1000 Webster Street
Fairfield, CA 94533
[email protected]
CITY OF SUISUN CITY
Nouae Vue
Public Works Director
701 Civic Center Boulevard
Suisun City, CA 94585
[email protected]
CITY OF VACAVILLE
Brian McLean
Public Works Director
650 Merchant Street
Vacaville, CA 95688
[email protected]
COUNTY OF SOLANO
Matt Tuggle
Engineering Manager
675 Texas Street, Suite 5500
Fairfield, CA 94533
[email protected]
SOLANO COUNTY TRANSIT
Beth Kranda
Executive Director
311 Sacramento Street
Vallejo, CA 94590
[email protected]
SOLANO TRANSPORTATION AUTHORITY
Daryl K. Halls
Executive Director
423 Main Street
Suisun City, CA 94585
[email protected]
11. Subcontracts
Within the funds allocated to the Parties under this Agreement. All Parties are hereby given the authority to contract for any and all of the tasks necessary to undertake the projects or studies contemplated by this Agreement.
12. Amendment/Modification
Except as specifically provided herein, this Agreement may be modified or amended only in writing and with the prior written consent of STA and the Parties. 11 Intercity Transit Funding and Cost Sharing Agreement updated 06 -17-25.Final
13. Interpretation
Each Party has reviewed this Agreement, and any question of doubtful interpretation shall not be resolved by any rule or interpretation providing for interpretation against the drafting Party.
This Agreement shall be construed as if all Parties drafted it. The headings used herein are for convenience only and shall not affect the meaning or interpretation of this Agreement. The terms of the Agreement are set out in the text under the headings. This Agreement shall be governed by the laws of the State of California.
14. Disputes and Dispute Resolution
If a dispute should arise between some or all of the P arties to this Agreement relative to the performance and/or enforcement of any provision of this Agreement, the dispute shall first be considered by the ITFWG. A recommended resolution based on the deliberations of the ITFWG will be presented to the Transit Consortium and TAC for their consideration. Final resolution of disputes will be determined by the STA Board of Directors following consideration of the Transit Consortium and TAC.
15. STA’s Remedies on Breach
It is understood and agreed that in the event the Intercity Transit Operators do not perform the SERVICES in the manner required by the terms of this Agreement, then, in addition to all other remedies, penalties and damages provided by law, STA may provide such SERVICES and deduct the cost of doing so from the fund sources contemplated by this Agreement, including TDA amounts or historical funding shares claimed, due, or to become due to the Intercity Transit Operators.
16. Status of Parties
Parties shall be independent contractors and neither Parties nor any of its employees, agents or volunteers shall be employees of STA for any purpose related to thi s Agreement. This Agreement is by and between independent contractors and is not intended to and shall not be construed to create the relationship of agent, servant, employee, partnership, joint venture, or any type of association between and among the Parties.
17. Permits to Operate
At its sole cost and expense, Intercity Transit Operators shall obtain any and all permits, licenses, certifications, or entitlements to operate as are now or hereafter required by the State of California or any federal agency to enable Intercity Transit Operators to perform the SERVICES, and shall provide copies of all such entitlements to STA when received by Intercity Transit Operators. STA and Intercity Transit Operators shall cooperate and share equally in the cost and expense and process for obtaining any and all permits, licenses, certifications or entitlements required by any local agency for the provision of the SERVICES.
18. Severability
If any provision of this Agreement, or any portion thereof is found by any court of competent jurisdiction to be unenforceable or invalid for any reason, such provision shall be severable and shall not in any way impair the enforceability of any other provision of this Agreement. 12 Intercity Transit Funding and Cost Sharing Agreement updated 06 -17-25.Final
19. Local Law Compliance
The P arties shall observe and comply with all applicable Federal, State, and local laws, ordinances, and Codes.
20. Non-Discrimination Clause
a) During the performance of this Agreement , the Parties and their subcontractors shall not deny the benefits thereof to any person on the basis of race, religion , color, ethnic group identification, national origin , ancestry, physical handicap, mental disability, medical condition, marital status, age, sex or sexual orientation, nor shall they discriminate unlawfully against any employee or applicant for employment because of race , religion, color, ethnic group identification, national origin, ancestry, physical handicap , mental disability, medical condition, marital status, age, sex or sexual orientation. STA shall ensure that the evaluation and treatment of employees and applicants for employment are free of such discrimination. b) The Parties shall comply with the provisions of the Fair Employment and Housing Ac t (Government Code section 12900. et seq.), the regulations promulgated thereunder (Title 2.
California Code of Regulations. section 7285.0, et seq.), the provisions of Article 9.5, Chapter I, Part I, Division 3, Title 2 of the Government Code (sections 11135-1139.5) and any state or local regulations adopted to implement any of the foregoing as such statutes and regulations may be amended from time to time.
21. Force Majeure
Parties shall not be held responsible for/losses, delays, failure to perform, or excess co sts caused by unforeseeable events beyond the control of Parties. Such events may include, but are not restricted to, the following: Acts of God, fire, epidemics, pandemic, quarantine, stay- at-home or shelter in place orders and unforeseen modification to those orders, earthquake, flood, or other natural disaster; riots, strike, war, and unavailability of fuel.
If the performance of this Agreement, or of any obligations hereunder, is prevented, restricted or interfered with by reason of natural disaster, war, civil disturbance, labor dispute or other cause beyond Parties’ reasonable control, Parties, upon giving prompt notice to STA, shall be excused from such performance on a day-to-day basis to the extent of such prevention, restriction, or interference and STA shall likewise be excused from performance of its obligations on a day-for-day basis where performance is so prevented, restricted or interfered with; provided that STA and Parties shall each use its best efforts to avoid or remove such causes of nonperformance and both parties shall proceed to perform with dispatch whenever such causes are removed or cease. In th e event of a delaying condition having more than ninety (90) days duration, the non-delaying party or parties may terminate this Agreement.
22. Audit
a) Parties shall permit the authorized representatives of STA, the MTC, the State of California, the U.S. Department of Transportation, and/or the Comptroller General of the United States to inspect and audit all data and records of the Parties relating to performance under this Agreement.
b) Parties agree to accept responsibility for receiving and replying to and/or complying with 13 Intercity Transit Funding and Cost Sharing Agreement updated 06 -17-25.Final the audit exceptions by appropriate STA, Solano County, State of Ca lifornia, or federal audit agencies occurring as a result of its performance of this Agreement.
23. Financial Records/Separate Records
Intercity Transit Operators shall maintain accurate and complete books, records, data, and documents on generally accepted accounting principles in accordance with Uniform System of Accounts and records adopted by the State Controller pursuant to section 99243 of the Public Utilities Code and as required by MTC. Such records shall be kept in such detail and form to meet applicable local, state, and federal requirements.
A complete and separate se t of books, accounts, and/o r records shall be maintained by Intercity Transit Operators, which records shall show details of transactions pertaining to the management, maintenance, and operation of this service under the terms of this Agreement.
Intercity Transit Operators’ records shall be kept with sufficient detail to constitute an audit trail to verify that any and all costs charged to the system created by this Agreement are in fact due to operations pursuant in this Agreement and not due to other operations by Intercity Transit Operators.
24. Access to Records
STA, the MTC, any other agency responsible for funding or oversight of this operation, or any of their duly authorized representatives, shall have access to any books, documents, papers, and records of the Intercity Transit Operators which are directly pertinent to this Agreement, for the purpose of making audit, examination, excerpts, and transcriptions of Intercity Transit Operators ’ files. Intercity Transit Operators shall maintain all these records for a period of at least four (4) years following contract closeout to allow for audits, examinations, excerpts, and transcriptions of Intercity Transit Operators’ files.
25. Conflict of Interest
The Parties hereby covenant that they presently have no interest not disclosed, and shall no t acquire any interest, direct or indirect, which would conflict in any manner or degree with the performance of its obligations hereunder, except for such conflicts that the Parties may consent to in writing prior to the acquisition by a Party of such conflict.
26. Entirety of Agreement
This Agreement constitutes the entire agreement between the Parties relating to the subject matter of this Agreement and supersedes all previous agreements, promises, representations, understandings and negotiations, whether written or oral, among the Parties with respect to the subject matter hereof.
[signatures on the next page]
14 Intercity Transit Funding and Cost Sharing Agreement updated 06 -17-25.Final IN WITNESS WHEREOF, this Agreement was executed by the Parties hereto as of the date first above written.
CITY OF DIXON
By: ______________________________
Jim Lindley, City Manager
APPROVED AS TO FORM
By: ______________________________
City Attorney
CITY OF FAIRFIELD
By: ______________________________
David Gassaway, City Manager
APPROVED AS TO FORM
By: ______________________________
City Attorney
CITY OF SUISUN CITY
By: ______________________________
Bret Prebula, City Manager
APPROVED AS TO FORM
By: ______________________________
City Attorney
CITY OF VACAVILLE
By: ______________________________
Savita Chaudry, City Manager
APPROVED AS TO FORM
By: ______________________________
City Attorney
COUNTY OF SOLANO
By: ______________________________
Bill Emlen, County Administrator
APPROVED AS TO FORM
By: ______________________________
County Counsel
SOLANO COUNTY TRANSIT (SOLTRANS)
By: ______________________________
Beth Kranda, Executive Director
APPROVED AS TO FORM
By: ______________________________
SolTrans Legal Counsel
SOLANO TRANSPORTATION AUTHORITY (STA)
By: ______________________________
Daryl K. Halls, Executive Director
APPROVED AS TO FORM
By: ______________________________
STA Legal Counsel
15 Intercity Transit Funding and Cost Sharing Agreement updated 06 -17-25.Final
ATTACHMENT A
INTERCITY TRANSIT FUNDING AND COST SHARING AGREEMENT
FY 2024-25 COST SHARING FORMULA CALCULATION
A. Included Intercity Transit Routes
The following intercity transit routes meet the definition and criteria described in Part III(A) of the Intercity Transit Funding and Cost Sharing Agreement and thereby are qualified to be included in the cost sharing formula for FY 2024-25:
Transit Operator RT Dixon Fairfield SolTrans Suisun City Vacaville County SolTrans Blue Line x x x x x
SolTrans Green Line x x x
SolTrans Yellow Line x x
SolTrans Red Line x x x x
SolTrans Rt. 82 x x x
B. Cost Allocation Models
Cost allocation models provided by SolTrans used in the calculation of intercity cost shares will follow the definitions included in the Agreement.
C. Ridership Survey Data
Ridership Survey data collected in 2022 was used as input to the FY 2023-24 intercity cost sharing calculations. Ridership Survey dated collected in 2024 will be used as input to the FY 2025 -26 intercity cost sharing calculations.
D. County Share
The County agreed upon share for FY 2024-25 is based on the prior year share increased by the Consumer Price Index (CPI) for the previous year. CPI data for this calculation is based on the Bureau of Labor Statistics, All Urban Consumers, San Francisco, Oakland, and San Jose Urban Area. The maximum County share used in calculating the FY 2024-25 intercity cost sharing amounts will be $198,776.
E. FY 2024-25 Intercity Cost Sharing Formula Results
The Fiscal Year 202 4-25 Solano Express Intercity Operating Budge t and Cost Sharing Plan was approved by the STA Board on July 10, 2024, which is outlined below:
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F. Annual Update to the Intercity Transit Cost Sharing Formula Calculation This attachment shall be modified administratively and shall be presented by the Intercity Transit Operators to the ITFWG, Transit Consortium, TAC and approved by the STA Board each year.
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EXHIBIT A
BLUE LINE, GREEN LINE, YELLOW LINE, RED LINE, AND ROUTE 82
SCOPE OF WORK
I. SERVICES
A. Operations Generally
Intercity Transit Operators shall provide turnkey express route transportation services in compliance with the requirements outlined in this Scope of Work, the Routes and Schedule for the Services included as Exhibit B.
B. Personnel Generally
Intercity Transit Operators shall provide all administrative, operations, and maintenance personnel necessary to responsibly operate the Blue Line, Green Line, Yellow Line, Red Line, and Route 82 of the Solano Express Transit system, including any required on-board security or supervision.
C. Items provided by Intercity Transit Operators
1. Intercity Transit Operators shall provide computer hardware and software necessary for dispatch, maintenance, administration, recordkeeping, on-board infrastructure, and reports required to operate the service, including a fully functioning automatic vehicle locator (AVL) and automatic passenger counts (APC) once certified, used to operate and dispatch the system, and a mechanism to communicate timely and accurate service information to passengers.
2. Intercity Transit Operators shall provide all facilities, buses, tools, equipment, fuel, oil, ti res, batteries, parts, cleaning supplies, office supplies, office equipment and such other items or materials required to professionally operate, maintain, and administer the Service.
3. Intercity Transit Operators shall provide:
i. All tools and equipment t o perform the preventive maintenance inspection and repair activities required in this Scope of Work.
ii. All tools and equipment necessary to perform, periodic service and adjustments and make mechanical repairs.
iii. All cleaning equipment and supplies necessary to clean th e buses and maintain equipment in accordance with this Scope of Work.
II. INTERCITY TRANSIT OPERATORS REGULATORY COMPLIANCE
Intercity Transit Operators shall comply with all applicable state and federal laws and regulations, and shall conform to all instructions and make all corrections required by the CHP, other applicable regulatory agencies regarding the use and maintenance of buses and overall operations of the service.
18 Intercity Transit Funding and Cost Sharing Agreement updated 06 -17-25.Final III. REPORTS; RECORDS; INSPECTIONS BY STA
A. Operating Reports: Each quarter, Intercity Transit Operators shall collect and after validation, submit by the twenty-fifth (25th) day of the following month to the STA operating, financial and user data for the Blue Line, Green Line, Yellow Line, Red Line, and Route 82.
The format of Intercity Transit Operators ’ reports shall be mutually agreed to by STA and Intercity Transit Operators. Such data shall include, but not be limited to, the following:
1. Reports submitted on a Quarterly basis:
a) Budget versus actual report for operating expenses, breakdown of actual fare revenue, actual cost, actual revenue hours, actual ridership, and fare box recovery ratio.
b) On-time performance by route.
c) Ridership by route, day, trip, and fare collection method and amount. d) Total revenue recorded from data reporting subsystem. e) Missed trips by route (partially or fully).
f) Summary log of all complaints whether valid or not.
g) Summary of Accident Reports (separated by collision/non-collision and preventable/non-preventable).
h) Summary of operational problems, if any, including a critique and evaluation of the system and the service, trends on vehicle reliability and maintenance costs and recommended corrective action(s) where appropriate.
2. Other Reports:
a) CHP Safety Compliance Reports - Submitted to STA a nnually after CHP submits said report(s) to Intercity Transit Operators.
B. On-Board Survey: STA shall fund, and Intercity Transit Operators shall help coordinate the conducting of ridership surveys in accordance with regulatory guidelines as set forth by the MTC requiring agencies to prepare an SRTP and furnish the data to STA.
The Intercity Transit Operator s shall cooperate to conduct boarding surveys on the Blue Line, Green Line, Yellow Line, Red Line, and Route 82 summarizing and reporting to the STA boarding activity by stop, and trip. STA may conduct other surveys during the term of this Agreement. These surveys will determine matters such as socioeconomic, ridership patterns and fare-type characteristics of system users. Intercity Transit Operators shall cooperate in the conduct of these surveys including having its in-service drivers and supervisory personnel participate, where operationally possible, at no additional charge to STA.
C. State/Federal Reporting: Intercity Transit Operators shall prepar e and file a ll reports required by State and Federal authorities, to include as necessary those required by the California Transportation Development Act of 1971 and FTA’s National Transit Database. Intercity Transit Operators shall collect data required for TDA, State Controllers Report, NTD, and all other data required by funding and regulatory agencies and provide a copy of these reports to STA upon completion.
19 Intercity Transit Funding and Cost Sharing Agreement updated 06 -17-25.Final D. Data: Intercity Transit Operators agrees that all information required to be furnished by thi s Agreement shall be free from proprietary restrictions. Intercity Transit Operators further agrees that all such data is public and in the public domain.
E. Financial R ecords/Separate Record s: Intercity Transit Operators shall maint ain accurate and complete books, records, data and documents on generally accepted accounting principles in accordance with Uniform System of Accounts and records adopted by the State Controller pursuant to section 99243 of the Public Utilities Code and as required by MTC.
Such records shall be kept in such detail and form to meet applicable local, state and federal requirements.
A complete and separate set of books, accounts, and/or records shall be maintained by Intercity Transit Operators, which records shall show details of transactions pertaining to the management, maintenance, and operation of this service under the terms of this Agreement.
Intercity Transit Operators’ records shall be kept with sufficient detail to constitute an audit trail to verify that any and all costs charged to the system created by this Agreement are in fact due to operations pursuant in this Agreement and not due to other operations by Intercity Transit Operators.
F. Record Access: STA, MTC, any other agency responsible for funding or oversight of this operation, or any of their duly authorized representatives, shall have access to any books, documents, papers, and records of the Intercity Transit Operators which are directly pertinent to this Agreement, for the purpose of making audit, examination, excerpts, and transcriptions of Intercity Transit Operators ’ files. Intercity Transit Operators shall maintain all these records for a period of at least four (4) years following contract closeout to allow for audits, examinations, excerpts and transcriptions of Intercity Transit Operators’ files.
IV. TELEPHONE INFORMATION SERVICE
A. Intercity Transit Operators shall provide telephone customer information service to the public during regular business hours, Monday through Sunday. Intercity Transit Operators will ensure STA has up-to-date information on the Blue Line, Green Line, Yellow Line, Red Line, and Route 82 to ensure customer service provided by STA is accurate.
B. Intercity Transit Operators and STA shall also mutually establish processes and standards for responses to requests for service, complaints, and inquiries.
V. ROUTE, SCHEDULE, SERVICE AREAS
Intercity Transit Operators shall provide service in compliance with the bus routes, schedule, service a rea, and holidays d escribed in Exhibit B to this Agreement or any amendments thereto, providing service on schedule in a safe, professional, and courteous manner. Changes to vehicle revenue hours and bus stops shall be presented to the ITFWG, Transit Consortium, and TAC for consideration, and approved by the STA Board prior to implementation.
20 Intercity Transit Funding and Cost Sharing Agreement updated 06 -17-25.Final VI. COMMUNITY RELATIONS; USE OF BUS FOR COMMUNITY RELATIONS;
ADDITIONAL STA SERVICES
Intercity Transit Operators shall undertake the community outreach program to sustain and maintain good rapport with the public, including but not limited to: 1) printing and distributing the Blue Line, Green Line, Yellow Line, Red Line, and Route 82 schedules in a timely manner and maintaining an adequate supply to the STA for outreach and customer service; 2) maintaining the Blue Line, Green Line, Yellow Line, Red Lin e, and Route 82 schedules online and ensuring changes are made in a timely manner; 3) consulting with the STA on special outreach activities to promote Solano Express; and 4) schedules and marketing materials will include Solano Express logo. STA agrees to pay $45,000 for fiscal year (FY) 2025-26 exclusively for Solano Express marketing. Solano Express marketing f unding is contingent upon compliance with the above tasks one through four.
Pursuant to the STA ’s JPA, STA shall undertake countywide transportation planning, programming transportation funds, managing and providing transportation programs and services, delivering transportation projects, and setting transportation priorities. STA will provide Solano Mobility Commuter Information services to Intercity Transit Operators in support of the Blue Line, Green Line, Yellow Line, Red Line, and Route 82. Solano Mobility services will include personalized assistance for traveling within and beyond Solano County as well as community outreach, incentive programs, individual commute ass istance, and emergency ride home and emergency ride programs. STA’s Solano Mobility program staff will provide general marketing service for the Blue Line, Green Line, Yellow Line, Red Line, and Route 82 throughout Solano County and in coordination with agencies outside Solano County. The Blue Line, Green Line, Yellow Line, Red Line, and Route 82 will be promoted and marketed with available funding and grants. STA will pursue available and appropriate funding opportunities for replacement of the Blue Line, Green Line, Yellow Line, Red Line, and Route 82 vehicles and for marketing of the Blue Line, Green Line, Yellow Line, Red Line, and Route 82 service. STA will distribute the Blue Line, Green Line, Yellow Line, Red Line, and Route 82 Comment Cards to the operators for display on all their intercity buses for passenger ’s feedback, compile feedback received, and distribute to Intercity Transit Operators.
STA will be responsible for development of a funding plan for the operation of the Blue Line, Green Line, Yellow Line, Red Line, and Route 82 as part of the update of the Intercity Transit Funding and Cost Sharing Agreement, which covers the operating costs for Solano Express routes given in each fiscal year, in partnership with Intercity Transit Operators and the other Parties in the Intercity Transit Funding and Cost Sharing Agreement.
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EXHIBIT B
LATEST ROUTE SCHEDULE AND THE LATEST FARE SCHEDULE FOR THE BLUE LINE, GREEN LINE, YELLOW LINE, RED LINE, AND ROUTE 82
ADOPTED BY STA AND SOLTRANS
Solano Express Fare Table
Fare Type
Trips
Within
Solano
County
(Blue,
Green,
Red, and
Yellow}
Trips Outside Solano
County (Blue, Green,
Red, and Yellow,
Route 82
Adult $2.75 $5.00 $6.00
Youth $2.00 $4.00 $5.00
Reduced $1.35 $2.50 $3.00
31 Day Passes
Adult $70.00 $114.00 1 Pass Swipe +
Upcharge
SOM/Reduced $35.00 $57.00
Adult $5.50 $10.00
Youth $4.00 $8.00
SOM/Reduced $2.75 $5.00 $5.00
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EXHIBIT C PERFORMANCE MEASURES
Solano Express Performance Benchmarks for Fiscal Year 2024-25
Measures FY 2024-25
SERVICE DESIGN Benchmark
Speed - MPH 35
SERVICE PROD UCTIVITY Benchmark
Passengers per Vehicle Revenue Hour 25.0
Passengers per Trip 15.0
Capacity Utilization 35.00%
COST EFFICIENCY Benchmark
Cost per Vehicle Revenue Hour $230.07
Cost per Vehicle Revenue Mile $3.87
COST EFFECTIVENESS Benchmark
Subsidy per Passenger Trip $3.71
Farebox Recovery Ratio 20%