Attachment B
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 a n 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 B
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:
Attachment B
Any existing transit capital projects GUADALUPE has already received funding for will remain GUADALUPE’s responsibility to fulfill, namely, the Amtrak Transit Hub Project, the 303 Obispo EV/Bus Charging Facilities Project, and the purchase of an electric bus. For a ny 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 Attachment B
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, self- insurance 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.
Attachment B
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 B
ATTACHMENT “A”
SCOPE OF WORK
Roles and Responsibilities
1. 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 re quired 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 R ecipient, 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 informa tion 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/A VL, 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 establishi ng 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.
Attachment B
ii. And hence forward, SMRT bus passes will be used for the consol idated 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, Parties: SANTA MARIA is responsible for processing payments to the Transit Provider. This in volves 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 perm itted 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). A d-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, organizat ions 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 wi th 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.
Attachment B
u. RFP/Contract Preparation: For any future RFP for transit service fr om 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 decision - making 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.
Attachment B
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 earl y 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 Sup port 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: Smooth will be providing rider data.