Agenda Item No. 12
REPORT TO THE CITY COUNCIL OF THE CITY OF GUADALUPE
Agenda of May 27, 2025
________________________________ __________________________________ Prepared by: Approved by:
David Trujillo, Director of Public Works Todd Bodem, City Administrator SUBJECT: Consolidation of Guadalupe Transit Bus Services with Santa Maria Regional Transit RECOMMENDATION:
That the City Council adopt Resolution No. 2025-27 authorizing the City Administrator to direct staff to consolidate Guadalupe Transit Bus Service with Santa Maria Regional Transit.
BACKGROUND:
Recognizing the widespread impact of recent pandemic-related challenges on community members, the transit industry in general, and notably, small transit agencies such as Guadalupe's system, and acknowledging the potential for enhanced community connectivity and operational coordination, both City Councils approved exploring the consolidation of the Guadalupe Flyer with Santa Maria Regional Transit (SMRT) to establish an integrated and more efficient regional transportation network across northern Santa Barbara County.
DISCUSSION:
Consolidation of Guadalupe Transit Services:
The idea to consolidate the Guadalupe Flyer with Santa Maria Regional Transit (SMRT) has been analyzed closely by staff and the respective transit operations contractors. It has been determined that operationally, logistically and financially there are no major barriers preventing the success of this consolidation.
SMRT’s contractor (RATPDev) has verified that there are sufficient drivers, staff and vehicles needed to operate the Guadalupe routes. Financially, SMRT’s new service to Guadalupe would initially be funded by allocations of supplemental State transit funding (e.g. LCTOP), potentially for up to three years, which already prioritizes funding use in Guadalupe, as a recognized Disadvantaged Community. Additionally, Guadalupe and the County of Santa Barbara would continue to transfer dedicated transit funding (e.g.
CA TDA), to SMRT, while SMRT would also pursue other grant opportunities, which SMRT did not previously leverage before the consolidation (e.g. Federal 5311 and 5310 funding) to help fund the service. See Attachment A - Cooperative Agreement for more details.
David Trujillo
Upon consolidation, Guadalupe’s transit route operational cost and revenue financial planning, service planning, and regulatory compliance would be accounted for in SMRT’s processes. All in all, the addition to two routes for Guadalupe residents within SMRT’s broader and quickly expanding transit network constitutes a manageable additional workload to the City of Santa Maria’s Transit Division work program.
However, recommendations for the growth of the Transit Division’s staff, budget and fleet size will likely follow in subsequent budget cycles to account for service expansion.
Ultimately the consolidation streamlines funding management for northern Santa Barabara County transit services, centralizes and unifies transit operations, accelerates the proliferation of rider-centric technologies region wide, improves transit key performance indicators, resulting in a more efficient, and seamless transit experience for residents of both Santa Maria and Guadalupe.
For City of Guadalupe: Consolidation improves compliance with transit regulations, more efficient transit funding administration, expedited access to transit technology for riders, and the potential to expedite enhanced transit service for its residents without direct impact to the limited sized team.
For Santa Maria: Consolidation allows SMRT to access increased transit funding opportunities that SMRT would otherwise not pursue on its own. The consolidation is a significant increase in transit ridership, improving KPI metrics, but also creates better connectivity within the region (e.g. access to Gudalupe Amtrak Station), strengthens the overall regional transit network for future opportunities, streamlines coordination across both cities and fosters continual economic development for Santa Maria.
For riders: Consolidating the Guadalupe Flyer with SMRT means easier, seamless and reliable travel between the cities. It also simplifies the fare system and payment system from two to only one, brings access to unified real-time information and technology and ultimately expands mobility options within the region ensuring access to commercial, medical, education and employment sites in located in both cities while reducing traffic congestion.
ALTERNATIVES:
The City Council may elect SMRT staff not to consolidate the Guadalupe transit service into its services.
However, this alternative is not recommended because the two communities are both economically intertwined, and Guadalupe is currently without a substitute alternative for continued bus service not only impacting Guadalupe residents accessing trip generators in Santa Maria, but also, Santa Maria employers of Guadalupe residents being able to get to their jobs.
FISCAL IMPACT:
There are no impacts on the City’s General Fund by taking this action. The Transit Program is an Enterprise Fund sustained solely on its own sources of Federal, State funding and locally generated revenues (i.e. fares). SMRT’s consolidation of Guadalupe Routes creates no negative fiscal impacts on the City’s transit program but rather would create new funding streams to offset in any financial obligations, should consolidation be approved.
IMPACT ON THE COMMUNITY:
The consolidation would ensure and improve the service delivery capabilities for both Guadalupe and Santa Maria residents to more conveniently access schools, job sites, medical facilities and commercial opportunities located within the SMRT service area.
OTHER AGENCY REVIEW:
The potential consolidation of SMRT with Guadalupe is supported by the City of Santa Maria, which will present the consolidation recommendation at its June 3rd meeting, as well as by the County of Santa Barbara and the Santa Barbara County Association of Governments, both of which have participated in the consolidation exploration process.
CEQA
This does not constitute a project. Further, California State Bill 2922 (SB922) exempts transit projects from having to conduct the CEQA analysis until 2030.
ATTACHMENTS:
1. Resolution No. 2025-27
2. Cooperative Agreement
RESOLUTION NO. 2025-27
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF GUADALUPE AUTHORIZING THE CITY
ADMINISTRATOR TO DIRECT STAFF TO CONSOLIDATE GUADALUPE TRANSIT BUS SERVICE WITH
SANTA MARIA REGIONAL TRANSIT
WHEREAS, the City of Santa Maria and the City of Guadalupe currently operate separate transit systems; and
WHEREAS, these separate systems create inefficiencies in service delivery and resource allocation; and WHEREAS, a recent State of California TDA review and a previous (2017) Regional Integration Study recommend the consolidation of the two transit systems; and WHEREAS, initial discussions between Santa Maria, Guadalupe, and the Santa Barbara County Association of Governments (SBCAG) have focused on the benefits of Santa Maria Regional Transit (SMRT) fully integrating the Guadalupe Flyer into its existing service network; and WHEREAS, the consolidation of these services will result in streamlined operations, improved efficiency, enhanced service for riders, stronger administrative capacity, and improved compliance with regulations; and
WHEREAS, the City of Guadalupe, the County of Santa Barbara, and SBCAG support this consolidation; and
WHEREAS, the City Council of the City of Santa Maria desires to proceed with the consolidation of Guadalupe Transit Bus Service with SMRT.
NOW, THEREFORE, BE IT RESOLVED, by the City Council of the City of Guadalupe as follows:
SECTION 1. The consolidation of Guadalupe Transit Bus Service with Santa Maria Regional Transit is hereby authorized and approved.
SECTION2. The City Administrator is hereby authorized and directed to take all necessary steps to implement the consolidation of Guadalupe Transit Bus Service with Santa Maria Regional Transit.
SECTION 3. Implementation of this consolidation shall include, but not be limited to:
• Developing and executing agreements with the City of Guadalupe, SBCAG, and other relevant stakeholders.
• Integrating service routes and schedules.
• Transferring necessary assets and personnel.
• Establishing a consolidated budget and financial management system. • Implementing a communication plan to inform the public of the changes.
ATTACHMENT 1
SECTION 4. Staff shall report regularly to the City Council on the progress of the consolidation efforts.
SECTION 5. This resolution shall take effect immediately upon its adoption.
SECTION 6. The City Clerk is hereby authorized to make minor changes herein to address clerical errors, so long as substantial conformance of the intent of this document is maintained.
In doing so, the City Clerk shall consult with the City Administrator and City Attorney concerning any changes deemed necessary.
PASSED, APPROVED AND ADOPTED at a regular meeting on the 27thday of May 2025 by the following vote:
MOTION:
AYES:
NOES:
ABSENT:
ABSTAINED:
I, Judy Wilson, City Clerk of the City of Guadalupe DO HEREBY CERTIFY that the foregoing Resolution, being Resolution No. 2025-27, has been duly signed by the Mayor and attested by the City Clerk, all at a regular meeting of the City Council, held May 27, 2025 and that same was approved and adopted.
ATTEST:
______________________________ ____________________________________ Judy Wilson, City Clerk Ariston Julian, Mayor
APPROVED AS TO FORM:
______________________________
Philip F. Sinco, City Attorney
AGREEMENT FOR THE CONSOLIDATION OF GUADALUPE FLYER TRANSIT
INTO SANTA MARIA REGIONAL TRANSIT
This Agreement is made by and between City of Guadalupe, a California Municipal Corporation (“GUADALUPE”) and the City of Santa Maria, a California Municipal Corporation and charter city (“SANTA MARIA”), based on the following recitals:
WHEREAS, SANTA MARIA operates the Santa Maria Regional Transit (SMRT) public transit system, providing public transportation services within Santa Maria city limits and surrounding unincorporated areas northern of Santa Barbara County; and WHEREAS, GUADALUPE operates the Guadalupe Flyer public transit system, serving residents within its city limits and a route to the city of Santa Maria; and WHEREAS, both cities recognize the benefits of consolidating transit services to achieve economies of scale, improve service coordination, service reliability, service coordination and to offer enhanced connectivity for residents of both communities; and WHEREAS, both cities desire to enter into an Agreement to formalize the terms of this consolidation.
NOW, THEREFORE, the parties agree as follows:
1. Consolidation of Services:
GUADALUPE agrees to enter into this Agreement with SANTA MARIA to consolidate the operation of its existing transit services with those of SANTA MARIA. This consolidation includes, but is not limited to:
• All existing GUADALUPE transit routes and operating schedules. • GUADALUPE's transit vehicles and transit equipment.
• Passenger data and records.
• Any transit operating funds for the delivery of the service.
2. Service Area:
SANTA MARIA will in turn expand its service area to include GUADALUPE, ensuring continued transit coverage for GUADALUPE residents. The Level of Service (“LOS”) within GUADALUPE will be maintained or enhanced, as mutually agreed upon herein. This includes the services of
• Local Fixed Route.
• Commuter/Express Inter-City Bus Service.
• ADA Demand Response Paratransit service.
3. Implementation Timeline:
ATTACHMENT 2
The implementation of the consolidation of the services shall go into effect on July 1, 2025.
4. Scope of Service:
• Pursuant this Agreement, SANTA MARIA shall provide a minimum LOS as identified in Attachment “A” attached and as set forth herein. The minimum LOS shall reflect the LOS of GUADALUPE’s transit service as before the consolidation takes place. Any subsequent changes to the LOS will require both PARTYs to mutually agree with the changes.
5. Funding and Budget:
• The financial implications of the consolidation, including operating costs, capital expenses, and the revenue required to support the consolidated services, will be determined through SANTA MARIA’s financial lens and processes which may differ from GUADALUPE’s.
6. Guadalupe Compensation to Santa Maria Via TDA:
• For the purposes of this agreement, State of California Transit Development Act (“TDA”) funds will be the primary funding source for SANTA MARIA to use for the operations of consolidated transit service.
• GUADALUPE authorizes SANTA MARIA to include and directly claim GUADALUPE's TDA funds within SANTA MARIA’s annual TDA claim submitted to the Santa Barbara County Association of Governments (SBCAG). This claim will cover the costs of the consolidated transit service. GUADALUPE relinquishes any and all rights it may have to the TDA funds in favor of SANTA MARIA for the term of this Agreement. • SANTA MARIA’s TDA claim amount will reflect the annual Variable Rate charged by its Transit Provider, as set forth in its contract with the Transit Provider, plus a flat 10% cost allocation for administration and capital replacement.
• During the initial term, Parties shall conduct a cost audit shall be conducted after 18 months. In any extension term, a cost audit shall be performed 10 months into the extension term.
7. Transfer of All Other Future Transit Obligations:
• GUADALUPE hereby transfers all unused transit dedicated financial subsidy revenues to SANTA MARIA to operate and support the consolidated transit service. • This includes establishing SANTA MARIA, by letter, as the designated recipient for Federal Funds that GUADALUPE transit service may qualify for. o Examples of Federal Transit Administration offered financial subsidy revenues to be transferred or obtained by SANTA MARIA include 53011, 5339 and the similar which will be used for operational or capital costs of the consolidated transit service.
o Examples State of California offered financial subsidies revenues to be transferred or obtained by SANTA MARIA include LCTOP, SGR, TRCIP and the similar, which will be used for operational or capital projects that benefit the consolidated transit service.
8. Capital Projects:
• Any existing transit capital projects GUADALUPE has already received funding for will remain GUADALUPE’s responsibility to fulfill.
• For any future transit capital projects within the GUADALUPE service area, SANTA MARIA will coordinate with GUADALUPE staff to develop and fulfill.
9. Transfer of Vehicles and Equipment:
• GUADALUPE shall transfer ownership of and the responsibility for all transit subsidy funded vehicles and equipment as listed in Attachment “B,” which lists any assets that have a fair market value of over $5,000.
10. Personnel:
• Should there be an impact from the consolidation on existing GUADALUPE transit employees or its Transit Provider’s staff, SANTA MARIA will establish a process to integrate GUADALUPE transit staff into the SANTA MARIA organizational structure, if possible, and subject to its existing hiring practices, policies and position vacancies.
11. Governance:
• SANTA MARIA, through a newly formed Mobility Department that manages SMRT public transit service, will be the designated operating entity for the consolidated transit service.
• Except where explicitly expressed herein, SANTA MARIA will employ its own internal recommendation-decision making methods regarding the operation and management of the consolidated system, as is within its authorized purview, and in compliance with the requirements of the Federal Transit Administration (FTA) and the State of California Transit Development Act.
12. Term and Termination:
This Agreement shall be effective upon execution by both parties and shall remain in effect for an initial period of 3 years, unless terminated by either party after written notice of no less than 365 days. If notice of termination is not given within the initial term or any extension term, this Agreement shall automatically renew for a new extension term of 2 years.
A. INDEMNIFICATION
In lieu of and notwithstanding the pro rata risk allocation which might otherwise be imposed between the parties pursuant to California Government Code Section 895.6, the parties agree that all losses or liabilities incurred by a party shall not be shared pro rata but instead all parties agree that pursuant to California Government Code Section 895.4, each of the parties hereto shall fully indemnify and hold each of the other parties, their officers, board members, employees and agents, harmless from any claim, expense or cost, damage or liability imposed for injury (as defined by California Government Code Section 810.8) occurring by reason of the negligent acts or omissions or willful misconduct of the indemnifying party, its officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such party under this Agreement. No party, nor any officer, board member, employee or agent thereof shall be responsible for any damage or liability occurring by reason of the negligent acts or omissions or willful misconduct of other parties hereto, their officers, board members, employees or agents, under or in connection with or arising out of any work, authority or jurisdiction delegated to such other parties under this Agreement.
13. INSURANCE
Each party shall maintain its own insurance coverage, through commercial insurance, selfinsurance or a combination thereof, against any claim, expense, cost, damage, or liability arising out of the performance of its responsibilities pursuant to this Agreement.
14. MISCELLANEOUS
a. Notices. All communication relating to the day-to-day activities of this Agreement shall be exchanged between a designated representative of either party, listed below.
To GUADALUPE:
Attn. Mayor, Ariston Julian
918 Obispo Street
Guadalupe, CA 93434
To SANTA MARIA:
Attn. Santa Maria Regional Transit
110 East Cook Street
Santa Maria, CA 93454
If the designated Representative or address of either party changes during the term of this agreement, a written notice shall be given to the other party prior to the effective date of change. Any written notices required under this agreement shall be effective five (5) days after deposit into United States mail, postage prepaid, addressed to the designated Representative, or upon confirmation of receipt of delivery if another notification process is used
b. Compliance With Laws, etc. Parties shall comply with all applicable laws in performing this agreement
c. Integration. This agreement constitutes the entire agreement of the parties with respect to the subject matter. All modifications, amendments, or waivers of the terms of this agreement must be in writing and signed by the appropriate representatives of the parties. d. Interpretation. This agreement shall be interpreted in accordance with the laws of the State of California.
e. Jurisdiction. Jurisdiction and venue of all disputes over the terms of this agreement shall be in the County of Santa Barbara, State of California. f. Warranty of authority. Each person signing this agreement on behalf of a party warrants that he or she has authority to do so.
g. No Waiver. Failure to enforce with respect to a default shall not be construed as a waiver. h. Severability. The provisions of this agreement are severable. If any part of this agreement is held invalid by a court of competent jurisdiction, the remainder of the agreement shall remain in full force and effect unless amended or modified by mutual written consent of the parties.
IN WITNESS WHEREOF, this agreement is executed by the parties on the date last written below.
CITY OF GUADALUPE
By: ___________________
Title: Mayor, Ariston Julian
Date: _________________
APPROVED AS TO FORM:
______________________
Philip F. Sinco, City Attorney
______________________
Risk Manager
CITY OF SANTA MARIA
By: ___________________
Title: Mayor, Alice Patino
Date: _________________
APPROVED AS TO FORM:
______________________
City Attorney
______________________
Risk Manager
ATTACHMENT “A”
SCOPE OF WORK
12. Roles and Responsibilities
A. Santa Maria Regional Transit
a. Point of Contact: SANTA MARIA will designate a Mobility Director, or designee, to serve as the primary point of contact and as the primary coordinator for the consolidated transit service.
b. Compliance: SANTA MARIA will bear the responsibility of compliance with applicable state and federal laws, the development of the required plans, policies, reports, audits and the similar.
c. Grant Funding: SANTA MARIA will act as Designated Recipient and Grantee to prepare, submit, obtain approval, expend and seek reimbursement from federal and state transit funding sources for the consolidated transit service. d. FTA Reports: SANTA MARIA, as the Designated Recipient, is responsible for submitting all financial reports to FTA for the consolidated transit service. e. National Transit Database Data Collection: SANTA MARIA will collect and process the data on the consolidated transit system and submit the information to the FTA for review using the technological tools (i.e. Automatic Passenger Counters) or with staff available within its own organization. f. Operating Costs: SANTA MARIA will use a combination of GUADALUPE, SANTA MARIA and Santa Barbara County, allocated transit funds, including fare revenues, to cover operating costs.
g. Personnel: SANTA MARIA, with the assistance of its Transit Provider, will solicit, attract, onboard and maintain a cadre of personnel, such as drivers, mechanics, dispatchers, road supervisors and management team necessary to deliver the service for the consolidated transit service.
h. Technology: SANTA MARIA will be responsible for the procurement and deployment of transit technology for both the administrative management of the services along with the rider centric technology features (e.g. CAD/AVL, Paratransit Reservation Management software, GTFS Feed, passenger real-time vehicle location application, digital bus pass application, onboard public Wi-Fi, etc.)
i. Revenues: SANTA MARIA is responsible for collecting fare box revenues from the Transit Provider and depositing the funds into a SANTA MARIA revenue account. j. Fares: SANTA MARIA will use its adopted public engagement methods, as sanctioned by its Governing Bodies, before establishing new fares for the consolidated transit service.
i. SMRT will honor any existing GUADALUPE bus passes currently held by the public and acquired prior to the consolidation of the transit service. ii. And hence forward, SMRT bus passes will be used for the consolidated transit service.
iii. SANTA MARIA will reconcile receipts and pass sales from the Transit Provider and its pass sales outlets.
k. Payments to the Transit Provider, Partiess: SANTA MARIA is responsible for processing payments to the Transit Provider. This involves reviewing the Transit Provider's bills for accuracy, payments and electronic drawing down on reimbursable (federal) funds.
l. Policies: SANTA MARIA will be responsible for establishing operational policies for the consolidated transit services, as permitted and adopted by its Governing Bodies. This will include aligning GUADALUPE service policies with the rest of SANTA MARIA’s transit operations, should these differ.
m. Bus Schedules: Except for the minimum LOS, SANTA MARIA is responsible for coordinating schedules for the consolidated transit services. This includes aligning GUADALUPE transit services with SANTA MARIA operational schedules (e.g. service hours and holiday schedules). Ad-hoc schedules may also be changed temporarily for special conditions and events.
n. Community Outreach/Public Awareness: SANTA MARIA is responsible for providing ongoing public outreach for the consolidated transit service with community agencies, organizations and schools to communicate the service offerings. SANTA MARIA will develop and produce promotional materials and media buys for print, radio, and TV, within adopted budgetary constraints. This, however, does not preclude GUADALUPE from sharing in the promotion of the consolidated transit service.
o. Customer Relations: SANTA MARIA will respond to customer comments and complaints in a timely manner, as determined by its own internal practices. p. On-Board Survey(s): At its discretion, and in coordination with GUADALUPE, SANTA MARIA can conduct an on-board passenger survey in a manner approved by both PARTYs.
q. Parties Relations: SANTA MARIA will monitor Transit Provider performance to ensure the requirements of the contract, such as hours of service, days of operation, etc., are met.
r. Insurance: SANTA MARIA will obtain certificates of insurance from the Transit Provider and have its provider name GUADALUPE as an additional insurer. s. Accounting: SANTA MARIA will monitor and reconcile funds in the bank accounts and prepare financial statements.
i. SANTA MARIA will electronically draw down federal funds to combine with the correct local match to pay bills.
t. Audits: SANTA MARIA will have the service the consolidated transit service included in its accounting records which are audited by an independent Certified Public Accountancy firm as part of the SANTA MARIA annual fiscal audit. u. RFP/Contract Preparation: For any future RFP for transit service from a Transit Provider, SANTA MARIA may request assistance from GUADALUPE to help prepare an RFP, solicit and negotiate the contract. Any RFP committee established by SANTA MARIA must include at least one member of GUADALUPE staff.
SANTA MARIA may not approve the contract unless and until GUADALUPE has reviewed the selection of the Transit Provider and the final terms of the contract are made and a recommendation to SANTA MARIA to act on the contract. v. Facilities: Except where mutually agreed, SANTA MARIA will secure and manage its own facilities, which are necessary to operate and manage the service. w. Maintenance: SANTA MARIA, either with its own labor or with the assistance of its Transit Provider, shall be responsible for the maintenance of the fleet and facilities necessary to operate the service as per its own:
i. Facilities Management Plans
ii. Vehicle and Support Equipment Inventory and Assessment iii. Transit Asset Management (TAM) Plan Development
x. Procurement: SANTA MARIA will use its financial practices, purchasing policies and decision-making process as established by its governing body. y. Human Resources: SANTA MARIA will use its human resource practices, policies and decision-making processes for the employe of staff necessary for the management of this service.
z. Planning: SANTA MARIA will use its planning practices, policies and decisionmaking processes for the development of service plans related to the management of this service. These include but are not limited to:
i. Long Range Planning Review and Integration
ii. Service Planning/Data Analysis Integration
iii. Short Range Transit Plan
iv. Zero Emission Bus (ZEB) Vehicle Transition Plans
v. Safety Plans (PTASP)
vi. Transit Asset Management (TAM) Plans
vii. Scheduling and Run Cutting Optimization
viii. Capital Projects:
ix. Fleet Management Plans
x. Project Development and Construction Management Plan xi. Rail Service Integration Plan:
2. GUADALUPE:
a. Point of Contact: GUADALUPE will designate a Public Works Director, or designee, to serve as the primary point of contact for primary coordinator for the consolidated service. b. Designated Recipient: GUADALUPE will provide a letter attesting to SANTA MARIA being the Designated Recipient and Grantee for the consolidated transit funds to respective Governing Bodies.
c. Development Review: Will allow for a SANTA MARIA staff member to participate in its local Community Development review process as to recommend transit friendly condition of approval that will benefit the consolidated transit service. d. Representation: Efforts to include SANTA MARIA staff in discussions with other transit impacting organizations will be made before decisions are made (i.e. Caltrans, SLO RTA, AMTRAK, SBCAG, Santa Barbara County etc.).
e. Events: Will inform SANTA MARIA staff as early as possible of any local events or happenings (e.g. road work) that may have an impact on the service. a) Communication of these should be done so through the [email protected] email channel.
f. Leased Space: Provide an option for leased office space in GUADALUPE for SANTA MARIA staff to remote operate out of, subject to separate terms and conditions agreement.
The amount and mechanism of which will be detailed in a separate financial agreement. g. Pass Sales Outlet: GUADALUPE will establish a pass-sales outlet location to allow the public to purchase SANTA MARIA bus pass passes at a GUADALUPE facility. h. Electric Vehicle Infrastructure: Will provide access to electric vehicle charging infrastructure as related to the support of the service provided. Should it be necessary, the rate amount and mechanism of which will be detailed in a separate financial agreement. i. Letters of Support: Both parties may assist each other with Letters of Support for transit projects with consolidated transit service benefits.
j. Cooperate In Grants: Both parties may jointly participate in grants to support transit projects with consolidated transit service benefits.
k. Data Transfer: …
1 Agenda Item No. 13
REPORT TO THE CITY COUNCIL OF THE GUADALUPE CITY COUNCIL Agenda of May 27, 2025
______________________________ _____________________________ Prepared by: Approved by:
Philip F. Sinco, City Attorney Todd Bodem, City Administrator SUBJECT: Memorandum of Understanding (MOU) between the City of Guadalupe and the Guadalupe Community Action Coalition regarding fiscal sponsorship of the Royal Theater project capital campaign.
RECOMMENDATION:
It is recommended that the City Council approve a Memorandum of Understanding (MOU) between the City of Guadalupe and the Guadalupe Community Action Coalition regarding fiscal sponsorship of the Royal Theater project capital campaign.
BACKGROUND:
At its January 14, 2025, meeting, the City Council approved the creation of a capital campaign committee for the Royal Theater project to raise funds for the “funding gap” between the available project funds, and the total estimated cost of the construction. The Council directed staff to solicit letters of interest from members of the public interested in being appointed to the committee at a future Council meeting. Council member Furness volunteered to serve as a member on the committee as well.
At its February 11, 2025, meeting, the City Council appointed interested persons who had applied.
In addition, at the request of City staff, the City Council authorized and directed City staff to make a formal request to the Guadalupe Community Action Coalition (GCAC), the nonprofit corporation formed by the City, to serve as the fiscal sponsor for the capital campaign.
There were several reasons why City staff made this request. A capital campaign requires an authorized entity to accept financial contributions from donors. While the City is legally authorized to accept such donations (and will ultimately be the beneficiary of them), many potential donors are leery of making their donations for specific purposes directly to a municipal government. When the City conducted a capital campaign for amenities for Le Roy Park several years ago, the Santa Maria Valley Chamber of Commerce agreed to accept the donations given for this purpose on behalf of the City of Guadalupe precisely to reassure potential donors that their donations would be used for Le Roy Park and not otherwise diverted for other uses by the City. Another reason to have Philip F. Sinco
2 donations not be given directly to the City is to save staff time from having the administrative and other responsibilities associated with accepting donations.
Since the donations for the Royal Theater Capital Campaign may qualify as charitable deductions, a charitable nonprofit organization (or the City itself) must be the recipient for that to occur. While the capital campaign committee itself could form its own nonprofit organization, this would take some time and would add to the committee’s own responsibilities. Having the Guadalupe Community Action Coalition (GCAC) serve as the fiscal sponsor for the capital campaign would be more efficient and save time. GCAC was formed by the City, in part, to assist with obtaining federal historic tax credits for the Royal Theater, but also, to “promote the wellbeing of the community of Guadalupe, in coordination with the City of Guadalupe, with a focus on community needs and economic needs.” The Royal Theater project, and the related capital campaign, certainly qualify as “economic development” which is in accord with GCAC’s mission.
A fiscal sponsorship is an alternative to forming a traditional nonprofit corporation. A fiscal sponsor confers the sponsor’s 501(c)(3) tax-exempt status and certain administrative benefits onto a charitable project so that it can receive grants and tax-deductible contributions that it would otherwise be unable to receive. Fiscal sponsors typically receive a small administrative fee (e.g., 3%- 5% of funds received and processed) in exchange for conferring its services. Accordingly, when the City Council authorized staff to make a formal request to GCAC to serve as the fiscal sponsor for the City’s capital campaign, it also authorized GCAC to deduct a 3% administrative fee from the donations it receives to compensate it for its time and efforts.
At the regular GCAC board meeting held on February 13, 2025, the board agreed to serve as the City’s fiscal sponsor for the Royal Theater capital campaign.
DISCUSSION:
The document attached hereto as Attachment 1 is the proposed MOU between the City and GCAC concerning the responsibilities of both parties with respect to GCAC’s serving as the fiscal sponsor for the City’s Royal Theater capital campaign. The primary terms of the MOU are:
• The MOU, once in effect, will remain in effect until the conclusion of the capital campaign, or until terminated. Either Party may terminate the MOU, with or without cause. If termination is for cause, termination is effective immediately upon notice. If termination is without cause, at least 30 days’ notice is required to the other party. • The City shall provide GCAC with relevant details about the City’s capital campaign for the Project and what services GCAC will perform in connection therewith, including, but not limited to:
o procedures and processes for accepting, and transferring to the City donations made on behalf and for the benefit of the Project;
o providing support to the Capital Campaign Committee in the creation/maintenance of a website that will be capable of accepting online donations; 3 o providing needed information regarding the Project; o and Identifying financial data to be submitted periodically to the City. • The City shall permit GCAC to use the City's name and logo on its website in connection with online acceptance of donations for the Project.
• GCAC will post City-approved information concerning the Royal Theater project and the capital campaign on its website, and accept donations (both made online via its website or received by checks or other payment methods).
• GCAC will manage all donations received for the Project, ensuring proper receipt, acknowledgment, and stewardship of all donations, including holding all donated funds it receives for the Project in a separate or designated bank account. • GCAC shall maintain a record for all donations via a donation form developed by the City, and uploaded on GCAC’s website.
• GCAC will retain an administrative fee of 3% on all donations raised for the Project. • GCAC will transfer all funds collected for the Project to the City (less the 3% administrative fee and any expenses pre-approved by the City Council or, if appropriate, by the City Administrator), along with the Monthly Donations Report. • GCAC will maintain books and records relating to this MOU, in accordance with generally accepted accounting practices to verify donations/contributions and expenditures in accordance with this MOU.
• Each Party will maintain insurance with levels of coverage to cover each Party’s obligations and responsibilities under the MOU, and agree to indemnify, defend, and hold harmless the other Party from and against any claims, damages, liabilities, and expenses arising out of the negligence or misconduct of the other party.
Council member Furness, in her capacity as a member of the capital campaign committee, had previously contacted City staff and asked if in-kind donations for the Royal Theater project (e.g., construction materials) would be accepted by GCAC in addition to accepting financial donations.
Staff initially included this in the proposed MOU, but after further consideration, determined that it would be more appropriate for GCAC to accept financial donations only, and that it would be better for the capital campaign committee to handle in-kind donations, including making arrangements with the City, if necessary, concerning them.
FISCAL IMPACT:
None.
4 ATTACHMENTS:
1. [Proposed] Memorandum of Understanding between the City and GCAC
MEMORANDUM OF UNDERSTANDING BETWEEN
THE CITY OF GUADALUPE AND
THE GUADALUPE COMMUNITY ACTION COALITION
REGARDING FISCAL SPONSOR SERVICES FOR
THE CAPITAL CAMPAIGN FOR THE ROYAL THEATER RENOVATION PROJECT THIS MEMORANDUM OF UNDERSTANDING (“MOU”) is made and entered into as of ___________, 2025, by and between the City of Guadalupe, California (“City”) and the Guadalupe Community Action Coalition (“GCAC”), a California non-profit public benefit corporation, collectively referred to as the "Parties" for the benefit of the City and its Royal Theater Renovation Project (“Project”).
RECITALS
WHEREAS, the City owns the property located at 848 Guadalupe St, Guadalupe, CA 93434 (APN 115- 101-017), commonly referred to as the “Royal Theater,” which is currently undergoing a planned renovation (the "Project"); and
WHEREAS, the City desires to raise funds to support the renovation and future operations of the Cityowned building (the "Project"); and WHEREAS, GCAC is a tax-exempt organization under section 501(c)(3) of the Internal Revenue Code and is willing to assist the City in fundraising for the Project through a capital campaign by serving as the Project’s fiscal sponsor and providing other related services for the Project; and WHEREAS, the Parties wish to memorialize their mutual understanding regarding the roles and responsibilities of each Party in connection with the capital campaign and related fundraising support efforts.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein contained, the Parties agree as follows:
AGREEMENT
1. PURPOSE
The purpose of this MOU is to establish the terms and conditions under which GCAC will act as the fiscal sponsor, accept donations related to the City's capital campaign for the Project, and provide all necessary support for online services through GCAC’s website. Additionally, GCAC will assist the City with its fundraising efforts for the Project as detailed below.
2. TERM AND TERMINATION
A. Term: This MOU shall commence on the date first written above and shall remain in effect until the conclusion of the capital campaign, or until terminated by either Party in Section 2.B., below.
B. Termination: Either Party may terminate this MOU, with or without cause. If termination is for cause, termination is effective immediately upon notice as provided in Section 7.F. herein. If termination is without cause, the termination notice shall state the effective date of termination and ATTACHMENT 1
include any final performance and/or payment invoicing instructions/requirements. At least 30 days’ notice as provided in Section 7.F shall be provided by the terminating Party to the other Party if termination is without cause.
3. RESPONSIBILITIES OF THE CITY
A. Capital Campaign: The City shall provide GCAC with relevant details about the City’s capital campaign for the Project and what services GCAC will perform in connection therewith, including, but not limited to: procedures and processes for accepting, and transferring to the City donations made on behalf and for the benefit of the Project; providing support to the Capital Campaign Committee in the creation/maintenance of a website that will be capable of accepting online donations; providing needed information regarding the Project; and Identifying financial data to be submitted periodically to the City.
B. Use of City Name and Logo: The City shall permit GCAC to use the City's name and logo on its website in connection with online acceptance of donations for the Project.
4. RESPONSIBILITIES OF THE NONPROFIT
A. Fundraising Activities: GCAC will engage in a limited fundraising activity consisting of providing City-approved information concerning the Project and the capital campaign on its website, and accepting donations (both made online via its website or received by checks or other payment methods). GCAC will ensure that all fundraising activities comply with applicable state and federal laws, including those governing charitable solicitation. While engaging in these fundraising activities, GCAC will cooperate with and provide information to the City’s Capital Campaign Committee (CCC) for the Project. To the extent authorized by the City Council, in writing, (e.g., Council resolution or approved policy/procedure, etc.), GCAC will comply with instructions or directions from the City.
B. Donation Management: GCAC will manage all donations received for the Project, ensuring proper receipt, acknowledgment, and stewardship of all donations. GCAC will deposit, and hold in trust for the City, all donated funds it receives for the Project in a separate or designated bank account. GCAC will not use any such funds and shall not permit its own funds to be comingled with any funds donated for the Project. GCAC will maintain a record of every donation received and will include as part of this record the information set forth in Section 4.C., below.
C. Reporting: GCAC will provide regular monthly reports to the City regarding, minimally, all information listed in Exhibit A. Additionally, GCAC will save and maintain the name(s) of the person(s) or entity(ies) that made the donations, the date made, the amount and where the donation was made with any conditions. The City shall reserve the right to reject any donations made that are subject to donor-imposed conditions, and in such cases, may request that such donations to be returned to the donor by GCAC. GCAC shall maintain a record with the information set forth in Section 4.C. for all donations via a donation form developed by the City and uploaded on GCAC’s website. If possible, the developed form will be part of the electronic donations and given to donors who are donating via cash or check.
D. Administrative Fee: GCAC will retain an administrative fee of 3% on all donations raised for the Project. The fee will cover administrative costs related to processing (i.e., accepting and transferring) donations, accounting, and reporting. GCAC may deduct this 3% administrative fee on a monthly basis for all donations received during the prior month and include this amount in the Monthly Donations Report outline in Exhibit A.
E. Transfer of Funds: GCAC will transfer all funds collected for the Project to the City (less the 3% administrative fee and any expenses pre-approved by the City Council or, if appropriate, by the City Administrator), along with the Monthly Donations Report in compliance with the procedure as described in Exhibit A.
F. Disclosure Obligations; Financial Reporting and Auditing. GCAC will maintain books and records relating to this MOU, in accordance with generally accepted accounting practices consistently applied, that contain all information required to allow the City, at City’s discretion, to audit GCAC’s records relating to this MOU, and to verify donations/contributions and expenditures in accordance with this MOU. GCAC shall maintain such data and records in an accessible location and condition for a period of not less than five years after final payment under this Agreement or until after final audit has been resolved, whichever is later.
5. NO FINANCIAL OBLIGATION
This MOU does not create any financial obligation for either Party beyond the scope of the obligations described herein. Neither the City nor GCAC will be liable for any costs or expenses incurred by the other Party in connection with the capital campaign, except as expressly set forth in this MOU or an amendment to the MOU made in writing pursuant to Section 7.A, below.
6. INSURANCE AND INDEMNIFICATION
A. Insurance: Each Party agrees to maintain adequate insurance with levels of coverage to cover each Party’s obligations and responsibilities under this MOU as set forth in Exhibit B hereto. Either Party may request from the other certificates of insurance coverages. Both Parties agree not to change any insurance coverages or coverage limits relevant to this MOU without first notifying the other Party of such change(s).
B. Indemnity: Each Party agrees to indemnify, defend, and hold harmless the other Party and its officers, agents, and employees from and against any claims, damages, liabilities, and expenses arising out of the negligence or misconduct of the indemnifying Party, its officers, agents, or employees in connection with the performance of this MOU.
7. GENERAL PROVISIONS
A. Amendments: Any amendments to this MOU must be in writing and signed by both Parties.
B. Assignment: GCAC shall not assign, transfer, or encumber its interest in this MOU or any other right, privilege, or license conferred by this MOU, either in whole or in part, without obtaining the prior written consent of the City, which the City may give or withhold in its sole and absolute discretion; provided, however, that GCAC may assign its interest in this MOU to a non-profit public benefit corporation formed by GCAC for the purpose of performing the obligations hereunder and subject to any required approvals by the City Council. Any assignment or encumbrance without the City’s consent shall be voidable and, at the City’s election, shall constitute a material default under this MOU.
C. Dispute Resolution: Any disputes arising under this MOU shall be resolved through mediation before a neutral third-party mediator, and if necessary, arbitration in accordance with the rules of the American Arbitration Association or as otherwise agreed between the Parties.
D. Entire Agreement: This MOU constitutes the entire agreement between the Parties and supersedes any prior agreements or understandings, oral or written, regarding the subject matter hereof.
E. Governing Law: This MOU shall be governed by and construed in accordance with the laws of the State of California.
F. Notices: Except as otherwise expressly provided herein, any notices given under this MOU shall be effective only if in writing and given by delivering the notice in person, or by sending it first class mail (with postage prepaid) or by overnight courier, addressed as follows:
CITY OF GUADALUPE: GUADALUPE COMMUNITY ACTION COALITION:
City of Guadalupe Guadalupe Community Action Coalition
918 Obispo Street 4545 10th Street
Guadalupe, CA 93434 Guadalupe, CA 93434
Notices herein shall be deemed given two days after the date it was mailed if sent by first class, one day if by overnight courier, or upon the date personal delivery is made.
IN WITNESS WHEREOF, the Parties have duly executed this Lease on the day and year first above written in Guadalupe, California.
By: Philip Sinco, City Attorney
CITY: GCAC:
CITY OF GUADALUPE GUADALUPE COMMUNITY ACTION COALITION
________________________ _______________________________ By: Ariston Julian, Mayor By: Todd Bodem, President
, 2025 _____________, 2025
APPROVED AS TO FORM:
________________________
EXHIBIT A
Transfer of Donations from GCAC to the City of Guadalupe All donations, whether electronic or hand-delivered, are expected to pass through GCAC as the fiscal agent for the Capital Campaign. To facilitate this process, the City will ensure that the Capital Campaign Committee delivers any checks or cash to GCAC's Treasurer. This ensure one entity has the total amount of donation and will be able to report to the City the full picture of available funds for the Royal Theatre Renovation Project.
All electronic donations will be processed through an online system and transferred directly into a separate, designated bank account for GCAC.
All hand-delivered checks or cash (GCAC will provide a receipt upon delivery) will be deposited into this same account as soon as practically possible.
The City and GCAC will agree to an amount of donations that will stay in the account to meet banking requirements. This amount will show up as a line item of GCAC’s monthly report to the City.
On a monthly basis, GCAC Treasurer will determine the amount of donations received during that month. GCAC Treasurer then will determine the 3% fee and transfer it the GCAC other bank account(s).
With the City’s agreement, GCAC will create a monthly fiscal report template. The template will include at a minimum:
• Total funds received during the reporting period.
• 3% fee transferred to GCAC.
• Cost of the electronic online system.
• Amount, if any, expenses paid during the reporting period. • Total amount of electronic donations.
• Total amount of check donations.
• Total amount of cash donations.
Attached to each monthly report will be a copy of the bank account’s transitions for that same period to support reconciliation of the reports data with the bank’s records.
In addition to the template mentioned above, it will include a running total of all donations, expenses, and the 3% fee, among other details.
The Monthly Donations Report will be delivered to the Mayor of Guadalupe, along with a check for the net proceeds from donations during that reporting period.
When requested, GCAC will attend a City Council meeting to address any questions regarding its role as the City’s fiscal agent for the Royal Theatre Renovation Project.
EXHIBIT B
INSURANCE REQUIREMENTS
GCAC shall procure and maintain for the duration of the contact insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder by GCAC, its agents, representatives, directors, officers, or employees.
A. Minimum Scope of Insurance
Coverage shall be at least as broad as:
1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001).
2. Insurance Services Office Business Auto Coverage Form Number CA 0001, Code 1 (any auto).
3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance.
4. Errors and Omissions liability insurance appropriate to the Consultant's profession.
Architects' and engineers' coverage is to be endorsed to include contractual liability.
B. Minimum Limits of Insurance
Consultant shall maintain limits no less than:
1. General Liability - $1,000,000 per occurrence for bodily injury, personal injury and property damage. If Commercial General Liability Insurance or other form with a general 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 - $1,000,000 per accident for bodily injury and property damage.
1. Employee's Liability - $1,000,000 per accident for bodily injury or disease.
2. Errors and Omissions Liability - $1,000,000 per occurrence.
C. Deductibles and Self-insured Retentions
D. Other Insurance Provisions
The commercial general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions:
1. The City, its trustees, officers, employees and volunteers are to be covered as insureds as respects: liability arising out of work or operations performed by or on behalf of the Consultant; or automobiles owned, leased, hired or borrowed by the Consultant.
2. For any claims related to this project, the Consultant's insurance coverage shall be primary insurance as respects the City, its trustees, officers, employees and volunteers. Any insurance or selfinsurance maintained by the City, its trustees, officers, employees or volunteers shall be excess of the Consultant's insurance and shall not contribute with it.
3. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be canceled by either party, except after thirty (30) days' prior written notice stating the title of this contract has been given to the City. All notices provided pursuant to this Agreement shall be given to the City representative listed for notice in this agreement and shall specify the title of this Agreement. Notice may be given by overnight mail, facsimile with confirmation of receipt, or certified mail with return-receipt requested. In the case of a reduction in coverage, the Consultant shall provide thirty (30) days’ prior written notice as provided in this subparagraph.
E. Acceptability of Insurers
Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A:VII, unless otherwise acceptable to the City.
F. Verification of Coverage
Consultant shall furnish the City with original certificates and amendatory endorsements effecting coverage required by this clause. The endorsements should be on forms provided by the City or on other than the City's forms provided those endorsements conform to City requirements. All certificates and endorsements are to be received and approved by the City before work commences. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements effecting the coverage required by these specifications at any time.
Agenda Item No. 14
REPORT TO THE CITY COUNCIL OF THE CITY OF GUADALUPE
Agenda of May 27, 2025
________________________________ _____________________________________ Prepared by: Approved by:
Sylvia Estrada, Human Resources Todd Bodem, City Administrator SUBJECT: City Vacancies Report Pursuant to Assembly Bill 2561 RECOMMENDATION:
Receive a report on the City’s vacancies and recruitment and retention efforts, including any presentations from the City’s represented bargaining units, pursuant to Assembly Bill (AB) 2561.
BACKGROUND:
AB 2561 was enacted in 2024 and requires public agencies to report on staffing vacancies and recruitment and retention efforts, including any challenges and potential policy obstacles to recruitment.
AB 2561 also provides that if vacancy rates in any recognized employee bargaining unit exceed 20% of positions, agencies must provide further specified information if requested by the bargaining unit.
Further, AB 2561 requires agencies to provide an opportunity to bargaining units to present their perspectives at the hearing.
Recruitment and retention of staff is important to the City consistent with our organization’s Purpose and Principles. The City prioritizes a positive workplace culture and investment in staff development and training. The City recognizes the importance of competitive compensation and continues to do its best to balance this priority with fiscal responsibility and the long-term sustainability of public service. The City has three represented bargaining groups, including the Service Employees International Union (SEIU), representing 21 full time equivalent positions (FTEs), the Police Officers Association (POA), representing 10 FTEs, and the International Association of Firefighters (IAFF) with 6 full-time employees.
Additionally, the City has 5 unrepresented management positions. This report provides data on City employment vacancies as of December 31, 2024.
SUMMARY OF CURRENT VACANCIES BY BARGAINING UNIT:
As of today, the City has no current vacancies in any full-time, authorized positions across all bargaining units. Over the last year, the City has averaged a 45-day hiring process. The City remains committed to proactive recruitment and retention planning.
Sylvia Estrada
RECRUITMENT AND RETENTION EFFORTS:
The City employs various recruitment strategies, including posting vacancies on the City’s website, specific job boards and reaching out to known potential candidates in the area. In 2024, the City recruited for 11 positions, and year to date, we have recruited for 6 positions.
The City also employs various strategies for retaining existing staff, including maintaining competitive compensation; investing in staff training and development; and regular engagement with and recognition of staff. The City prioritizes making staff feel appreciated, supported and valued in the organization.
Our ongoing efforts include:
• Monitoring market conditions and comparable compensation data; • Supporting internal training and any possible promotional opportunities; • Offering a 9/80 schedule where it is operationally feasible; and • Longevity incentives and low-cost engagement activities (employee/team recognition efforts) are being celebrated.
IDENTIFICATION OF BARRIERS TO HIRING:
There have been many changes over the last few years in the workforce, most notably post-pandemic.
We have reviewed our procedures and have not identified any barriers to hiring at this time. However, we will continue to assess these processes throughout the year.
FISCAL IMPACT:
There is no fiscal impact associated with this report.