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AMENDMENT NO. 4 TO
COOPERATIVE AGREEMENT NO. C-6-1301
BETWEEN
ORANGE COUNTY TRANSPORTATION AUTHORITY
AND
CITY OF SAN CLEMENTE
FOR
PROJECT V COMMUNITY- BASED TRANSIT/CIRCULATORS
This Amendment No. 4 is effective this ________day of _____________, 2025 (“Effective Date”), by and between the Orange County Transportation Authority (hereinafter referred to as "AUTHORITY") and the City of San Clemente (hereinafter referred to as "CITY") (mutually referred to herein as “PARTIES” or each individually as “PARTY”).
WITNESSETH:
WHEREAS, by Cooperative Agreement No. C-6-1301 (“AGREEMENT”) dated November 16, 2016, as last changed by Amendment No. 3, dated February 28, 2024, AUTHORITY and CITY entered into a contract for the operating subsidy funds for rideshare services (hereinafter referred to as “PROJECT”);
WHEREAS, AUTHORITY’s Board of Directors (Board) authorized prior changes on August 10, 2020, and on January 25, 2021 to PROJECT and AGREEMENT which have been addressed through Amendment Nos. 1 through 3 to AGREEMENT.
WHEREAS, AUTHORITY’s Board authorized on August 14, 2023, AUTHORITY to negotiate, amend and execute AGREEMENT to increase funding by One Million, Six Hundred Forty-Nine Thousand, Seven Hundred Dollars ($1,649,700), increasing the funding provided through AGREEMENT to Two Million, Five Hundred Sixty-Four Thousand, One Hundred Dollars ($2,564,100) and extend the use of the funding through June 30, 2025, which also requires an extension to the termination of the agreement to June 30, 2026 to allow time for project close out; and Attachment 3
AMENDMENT NO. 4 TO
COOPERATIVE AGREEMENT NO. C-6-1301
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WHEREAS, a portion of the funding that could have been provided through this grant has expired or has been used leaving Two Million, Fourteen Thousand, Two Hundred Dollars ($2,014,200) remaining for PROJECT in this amendment; and
WHEREAS, AUTHORITY and CITY agree to extend the contract term to the total Board authorized (capital funding and operating subsidy) funding amount of Two Million, Fourteen Thousand Two Hundred Dollars ($2,014,200).
NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY that Cooperative Agreement No. C-6-1301 is hereby amended in the following particulars only:
1. Amend ARTICLE 3. RESPONSIBILITIES OF AUTHORITY, Page 4 of 11, as last changed by Amendment No. 3, to make the following changes:
a. To delete paragraph A in its entirety and in lieu thereof insert the following:
“A. Within sixty (60) days of receipt of acceptable invoice, to reimburse CITY for operating costs based on actual operating costs incurred. All invoices for operating the PROJECT combined are not-to-exceed Two Million, Fourteen Thousand, Two Hundred Dollars ($2,014,200), consistent with Exhibit B. The operating subsidy for regular on demand service will be net of fares and no more than Nine Dollars ($9.00) per ride, or Ninety Percent (90%) of net operations and maintenance (O&M) costs (less user fares); whichever is lower.”
b. To delete paragraph C in its entirety and in lieu thereof insert the following:
“C. Upon the service’s cost per ride exceeding Ten Dollars and Twenty-Four Cents ($10.24) for Fiscal Year (FY) 2021-22, Ten Dollars and Forty-Three Cents ($10.43) for FY 2022-23, Ten Dollars and Sixty-Two Cents ($10.62) for FY 2023-24, Ten Dollars and Eighty-One Cents ($10.81) for FY 2024-25 and beyond, if necessary, AUTHORITY will provide written notice to CITY of this determination. CITY will be required to disclose this finding and any other relevant operating data to the City Council and request a City Council response to continue, restructure, or cancel the service, all within sixty (60) days of receipt of notice. AUTHORITY will also assist CITY to continue, restructure, or cancel the service, depending on AMENDMENT NO. 4 TO
COOPERATIVE AGREEMENT NO. C-6-1301
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City Council response. The City Council’s final determination is expected to be made via City Council action and reported back to AUTHORITY within forty-five (45) days of city council action.”
2. Amend ARTICLE 4. RESPONSIBILITIES OF CITY, Pages 4 and 5 of 11, as last changed by Amendment No. 3, to make the following changes:
a. To delete paragraph A in its entirety and in lieu thereof insert the following:
“A. To provide eligible local match funds at a minimum of Ten Percent (10%) of required O&M costs (less fares collected), estimated to be Two Hundred Twenty-Three Thousand, Seven Hundred NinetyEight Dollars ($223,798), or to provide O&M costs required after AUTHORITY has paid Ninety Percent (90%) of the cost (less fares) or the appropriate subsidy per ride based on actual cost, whichever is lower, consistent with Exhibit B, ultimately providing whichever O&M match contribution is greater, in accordance with Exhibit B.”
b. Page 4 of 11, to delete paragraph F in its entirety and in lieu thereof insert the following:
“F. CITY’s Project V service shall meet the following minimum performance standard of providing service at a cost of less Ten Dollars and Twenty-Four Cents ($10.24) per ride for FY 2021-22, Ten Dollars and Forty-Three Cents ($10.43) for per ride for FY 2022-23, Ten Dollars and Sixty-Two Cents ($10.62) per ride for FY 2023-24, and Ten Dollars and Eighty-One Cents ($10.81) per ride for FY 2024- 25 and beyond, if necessary. If CITY’s Project V service exceeds these minimum performance standards, AUTHORITY will provide written notice to the CITY of this determination. CITY (upon receipt of notification) will be required to disclose this finding and any other relevant operating data to the City Council within sixty (60) days of receipt of notice, in order for the City Council to determine if it wishes to continue, restructure, or cancel the service. The City Council’s final determination shall be made via City Council action and reported back to AUTHORITY within forty-five (45) days of City Council action.”
3. Amend ARTICLE 5. REQUEST FOR REIMBURSEMENT, Pages 5 and 6 of 11, as last changed by Amendment No. 3, to make the following changes:
a. To delete paragraph A in its entirety and insert the following:
AMENDMENT NO. 4 TO
COOPERATIVE AGREEMENT NO. C-6-1301
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“A. CITY shall prepare and submit invoices to AUTHORITY to request reimbursement for eligible operating costs, at least quarterly for active quarters, consistent with Comprehensive Transportation Funding Guidelines (CTFP) specifically pertaining to Project V, and not to exceed Two Million, Fourteen Thousand, Two Hundred Dollars ($2,014,200), consistent with Exhibit B.
4. Amend ARTICLE 9. ADDITIONAL PROVISIONS, Pages 8 and 10 of 11, as last changed by Amendment No. 3, to make the following changes:
a. Page 10 of 11, lines 14 through 22, to delete in their entirety and in lieu thereof insert the following:
To CITY: To AUTHORITY:
City of San Clemente Orange County Transportation Authority 910 Calle Negocio
San Clemente, California 92673
600 South Main Street
Orange, California 92863-1584
Attention: Laura Campagnolo
City Clerk
949-361-8301
Email: [email protected]
With a copy that shall not constitute Notice:
Attention: Zachary Ponsen
Deputy Director of Public Works
949-361-6135
Email: [email protected]
Attention: Rhea Aninzo
Contract Administrator
714-560-5650
Email: [email protected]
With a copy that shall not constitute Notice:
Cc: Charvalen Alacar, Section Manager, M2
Local Programs
Email: [email protected]
5. Amend EXHIBIT B, SAN CLEMENTE PROJECT V RIDESHARE SERVICES FUNDING SCHEDULE, REVISED 3, as last changed by Amendment No. 3, to delete in its entirety and replace with EXHIBIT B, SAN CLEMENTE PROJECT V RIDESHARE FUNDING SCHEDULE, REVISED 4, attached to this Amendment No. 4 and by this reference incorporated into this AGREEMENT.
AMENDMENT NO. 4 TO
COOPERATIVE AGREEMENT NO. C-6-1301
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6. Amend EXHIBIT C, OCTA – REIVSED QUARTERLY REPORT, REVISED 06.2021, as last changed by Amendment No. 3, to delete in its entirety and replace with EXHIBIT C, PROJECT V QUARTERLY REPORT, RIDESHARE – RIDERSHIP & STATISTICAL DATA, attached to this Amendment No. 4 and by this reference incorporated into this AGREEMENT.
7. Amend EXHIBIT D, SHARED-RIDE HAILING SERVICES INVOICE TEMPLATE, to delete in its entirety and replace with EXHIBIT D, SHARED-RIDE HAILING SERVICES INVOICE TEMPLATE REVISED 04-2024, attached hereto this Amendment No. 4 and by this reference incorporated into this AGREEMENT.
IN WITNESS WHEREOF, the parties hereto have caused this Amendment No. 4 to Cooperative Agreement No. C-6-1301 to be executed on the date first above written.
CITY OF SAN CLEMENTE ORANGE COUNTY TRANSPORTATION AUTHORITY By:
Andy Hall
City Manager
By:
Darrell E. Johnson
Chief Executive Officer
ATTEST:
By:
Laura Campagnolo
City Clerk
APPROVED AS TO FORM:
By:
James M. Donich
General Counsel
APPROVED AS TO FORM:
By:
Elizabeth A. Mitchell
City Attorney
APPROVED:
By:
Rose Casey
Executive Director, Planning
AMENDMENT NO. 4 TO
COOPERATIVE AGREEMENT NO. C-6-1301
EXHIBIT B
Project No. 16-SCLM-CBT-3841
Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 TOTAL TOTALS TOTALS FY16/17 FY17/18 FY18/19 FY19/20* FY20/21* FY21/22* FY22/23* FY23/24** FY24/25** Years 3-7 Years 8-9 Operations:
Operations OCTA Share 90%1,2 $ 130,629 $ 130,629 $ 130,629 $ 130,629 $ 130,629 $ 130,629 $ 130,629 $ 549,900 $ 549,900 $ 2,014,200 $ 653,145 $ 1,099,800 Local Match 10% $ 14,514 $ 14,514 $ 14,514 $ 14,514 $ 14,514 $ 14,514 $ 14,514 $ 61,100 $ 61,100 $ 223,800 $ 72,570 $ 122,200 Total Project Cost $ 145,143 $ 145,143 $ 145,143 $ 145,143 $ 145,143 $ 145,143 $ 145,143 $ 611,000 $ 611,000 $ 2,238,000 $ 725,715 $ 1,222,000 FY16/17 FY17/18 FY18/19 FY19/20 FY20/21 FY21/22 FY22/23 FY23/24 FY24/25 FY23/24 FY24/25 FY24/26 Subsidy Rate per Boarding Max $ 9.00 $ 9.00 $ 9.00 $ 9.00 $ 10.05 $ 10.24 $ 10.43 $ 10.62 $ 10.81 FY16/17 FY17/18 FY18/19 FY19/20 FY20/21 FY21/22 FY22/23 FY23/24 FY24/25 FY23/24 FY24/25 FY24/26 Cost per Boarding Max N/A N/A N/A N/A $ 20.10 $ 20.47 $ 20.85 $ 21.24 $ 21.63 Annual OCTA Cost per Boarding Minimum Performance Standard 1 Assumes $130,629 per year (1 through 7). M2 Funding amounts will be updated in OCFundTracker at the end of each Fiscal Year to reflect transfers of savings authorized by the OCTA Board on 8/10/2020. 2 Assumes $549,900 per year (8 and 9). M2 Funding amounts updated in OC Fundtracker at the end of FY22/23 to reflect savings authorized by the OCTA Board on authorized by the OCTA Board on 8/14/2023. *Allocation, as applicable, can be derived from transfers of savings from previous fiscal years beginning FY19/20, per March 2020 Semi-Annual Review Board action approved 08/10/20. Total grant amount not to exceed $914,400.
** Allocation can be derived from the (recinded) 2018 Project V award of funding increase for project extension, recommended for reinstatement by the August 2023 Semi-Annual Review. Board action approved 8/14/23. Total grant amount not to exceed $2,014,203.
Exhibit B
San Clemente Project V Rideshare Services Funding Schedule, Revised 4 Annual OCTA Subsidy Maximum Rates Per Boarding
AMENDMENT NO. 4 TO
COOPERATIVE AGREEMENT NO. C-6-1301
EXHIBIT C
TRANSACTION
ID
DATE
MM/YY
TRIP
(Day of
Week)
TIME
PICKUP
LOCATION1
Census Tract
Codes & Numbers2
DROP OFF
LOCATION1
Census Tract
Codes & Numbers2
TRIP DISTANCE
BY CATEGORY
TRIP TRAVEL
TIME
CATEGORY3
SERVICE
PROVIDER
(LYFT,
BUTTERFLI)
TOTAL TRIP
COST
(A)
FARE PAID
BY USER
(B)
NONOCTA
SUBSIDY
(C)
TRANSACTION
AMOUNT (NET
O&M)
[A - B - C] = (D)
1 - Location reporting based on Census Tract Codes and Numbers 2 - Pick-up and drop-off locations are within approximately 0.25 miles of former OCTA bus stops due to technical limitations 3 - Travel Trip Category identifies the period of the day at which the trip was taken (see table below) Trip Travel
Category3 Range Distance (2 mile
increments) Range
AM PEAK 6am-10am 0-2 1
MIDDAY 10am-4pm 2-4 2
PM PEAK 4pm-8pm 4-6 3
LATE NIGHT N/A 6-8 4
8-10 5
10-12 6
RIDESHARE -- Ridership & Statistical Data
PROJECT V QUARTERLY REPORT
Operations and Cost Summary
NOTE: Agency must provide Rideshare operating and cost details in Excel (data table) and PDF formats AMENDMENT NO. 4 TO
COOPERATIVE AGREEMENT NO. C-6-1301
EXHIBIT C
Month / Year No. Regular Service
Days
Hours of Service (HOS)
per Service Day
Total Hours of
Service (HOS)4
(A)
Total of Trip Costs
(B)
Boardings (Rides)
(C)
Total Boardings
(Rides) per HOS
(C / A)
Lyft 1 8.0 8.0 $ 88.00 8 1
Butterfli 0.0 $ - #DIV/0!
Month / Year No. Regular Service
Days
Hours of Service (HOS)
per Service Day
Total Hours of
Service (HOS)4
(A)
Total of Trip Costs
(B)
Boardings (Rides)
(C)
Total Boardings
(Rides) per HOS
(C / A)
Lyft 0.0 $ - #DIV/0!
Butterfli 0.0 $ - #DIV/0!
Month / Year No. Regular Service
Days
Hours of Service (HOS)
per Service Day
Total Hours of
Service (HOS)4
(A)
Total of Trip Costs
(B)
Boardings (Rides)
(C)
Total Boardings
(Rides) per HOS
(C / A)
Lyft 0.0 $ - #DIV/0!
Butterfli 0.0 $ - #DIV/0!
Describe method of measuremeant for Customer Satisfaction, including performance objectictives or thresholds:
Date of most recent customer satisfaction survey: Did customer satisfaction meet or exceed the local jurisdiction’s performance objectives? [performance results] If customer satisfaction did not meet or exceed the local jurisdiction’s performance objectives, please provide a plan to improve customer satisfaction with this report. Plan attached (or n/a)? Certified By:
Date:
#DIV/0!
Cost per Boarding
(B / C)
#DIV/0!
PROJECT V QUARTERLY REPORT
4 - Hours of Service begins from the time service is available to the passenger(s). Lyft is currently using the 6 hour span of service across all transit programs in order to protect the privacy of the passenger.
SCRIDES code parameters ensure the reported trips incurred within the operating hours described in the project limits Customer Satisfaction
Performance Summary
RIDESHARE -- Ridership & Statistical Data
City of San Clemente
Cost per Boarding
(B / C)
$ 11.00
#DIV/0!
Cost per Boarding
(B / C)
#DIV/0!
#DIV/0!
AMENDMENT NO. 4 TO
COOPERATIVE AGREEMETN NO. C-6-1301
EXHIBIT D
Shared-Ride Hailing Services Invoice Template. Revised 04-2024 Programmed Funding Year 1 Year 2 Year 3 Year 4 Year 5 Year 6 Year 7 Year 8 Year 9 TOTAL 16/17 17/18 18/19 19/20 20/21* 21/22* 22/23* 23/24** 24/25** Max (per ride) subsidy rate 9.00 $ 9.00 $ 9.00 $ 9.00 $ 10.05 $ 10.24 $ 10.43 $ 10.63 $ 10.81 $ OCTA Share (90%) 130,629 $ 130,629 $ 130,629 $ 130,629 $ 130,629 $ 130,629 $ 130,629 $ 549,900 $ 549,900 $ $ 2,014,200 Local Match (10%) 14,514 $ 14,514 $ 14,514 $ 14,514 $ 14,514 $ 14,514 $ 14,514 $ 61,100 $ 61,100 $ $ 223,800 Total Project Cost 145,143 $ 145,143 $ 145,143 $ 145,143 $ 145,143 $ 145,143 $ 145,143 $ 611,000 $ 611,000 $ 2,238,000 $ Potential OCTA
Match %
Total Reimbursement Requested:
Additional Local Share (Overage):
Sign Date
Manual Input field
(i.e. Apr 2021 - Jun 2021)
Billing Period
#DIV/0! Reimbursement per Net Operating Costs %
(F/E)
$0.00 Net Operating Costs
(D - (I + J)) = (E)
Potential Local Share Potential Reimbursement
(2) (1 - 2)
$0.00 $0.00
$0.00
Ridership and Statistical Data for the Period of Invoice Required for O&M Invoicing Cost per Boarding (E/B) #DIV/0!
Total Operating Costs (D) Reimbursement per Boarding (F/B) #DIV/0! Collected Fares (I)
Project Number: Lead Agency:
Project Title: Phase:
(Marketing, Operations & Maintenance)
Invoice Number: Contract Number:
Allowable Reimbursement Request
(whichever is lower of G or H) = (F) Total Hours of Service (A) $0.00 Total Boardings/Transactions (B)
Boardings / Transactions per Hour of Service
(B/A) = (C)
The invoice is a true, complete and correct statement of work performed, reimbursable costs and progress; The backup information included with the invoice is true, complete and correct in all material respects.
1 - Upon the service's cost per boarding exceeding the specified minimum cost per boarding of $10.05 for FY 20/21 (escalated at 1.85% annually therafter), OCTA will provide written notice to the City of this determination, and the City will then be required to disclose this finding to their City Council, in order to determine if the City wishes (through city council action) to continue, restructure, or cancel the service.
Max. per Boarding Subsidy for fiscal year1
(B x subsidy rate) = (G)
$0.00
Net Operating Cost Reimbursement
(E x OCTA match %) = (H) $0.00
Non-OCTA Subsidy (J)
*Allocation derived from transfers of savings from previous fiscal years beginning FY 19/20, per March 2020 Semi-Annual Review Board approval 8/10/2020.
Total grant amount not to exceed $914,400
** Allocation can be derived from the (recinded) 2018 Project V award of funding increase for project extension, recommended for reinstatement by the August 2023 Semi-Annual Review. Board action approved 8/14/23. Total grant amount not to exceed $2,014,203.
Month - Year
Month - Year
Month - Year
Net Operating Costs
$0.00
$0.00 $0.00
$0.00 $0.00
90%
(1)