MEMORANDUM OF UNDERSTANDING
BETWEEN
THE CITY OF VISALIA
AND
TULARE COUNTY REGIONAL TRANSIT AGENCY
THIS MEMORANDUJM OF UNDERSTANDING (hereinafter “MOU”) by and between the City of Visalia (hereinafter referred to as “Visalia”) and Tulare County Regional Transit Agency (hereinafter referred to as “TCRTA”), each of which is a “Party” and both of which may be collectively referred to herein as the “Parties,” Is entered into for the purpose of memorializing the understanding of the Parties regarding their respective roles in a Micro Transit Pilot Program for the Tulare County Region.
RECITALS
WHEREAS, Visalia is a municipal corporation which provides transit service within and around the City of Visalia; and WHEREAS, TCRTA is a public entity created by a Joint Powers Agreement executed by the Cities of Dinuba, Exeter, Farmersville, Lindsay, Porterville, Tulare, Woodlake, and the County of Tulare as of the 11th day of August, 2020, and provides transit service for its members; and WHEREAS, Visalia and TCRTA desire to collaborate on the implementation of a Micro Transit Pilot Program which each will operate independently within their respective service areas.
NOW, THEREFORE, in consideration of the mutual understanding of the Parties herein contained, the Parties hereby mutually agree as follows:
SCOPE OF WORK
The Parties agree to collaborate on a 3-year Micro Transit Pilot Program (hereinafter referred to as “Program”), which is more particularly described in the “Scope of Work” attached hereto as Exhibit “A” and incorporated herein by this reference.
TERM
The term of this MOU shall commence upon execution, and shall continue until the completion of the three year pilot Program, unless mutually extended by the Parties, or terminated by either Party according to the termination provisions contained herein.
TRANSPORTATION SERVICES FOR EACH AGENCY
It is intended and understood the TCRTA shall be solely responsible for procuring the micro transit software program from Via Corp, and providing same to Visalia, so that the Parties can collect, have equal access and share data for the Program. The TCRTA contract with Via Corp shall provide micro transit software programming that will allow for the Parties to operate an overlapping, complementary service using a single rider-facing application (unless otherwise mutually agreed) on behalf of both Visalia and the TCRTA. To such end, the Parties agree to communicate and collaborate, including responding to requests for joint feedback from Via Corp.
If Visalia or the TCRTA decide to change one or more of the following aspects of their respective services listed below, both Parties agree in good faith to collaborate with Via Corp towards a mutually beneficial solution that includes the proposed change, the timing of the proposed change and any fees or adjustment to per-vehicle-hour rates that arise as a result of the proposed change:
Changes in the area (sq mi) of service zones, including additional zones; Changes in the days or hours of service;
Changes in the type of vehicles used;
Changes in the driver requirements;
Changes in the rider fare charged;
Changes in advertising, marketing, or branding, including the white labeled rider application used for booking rides; Suspensions or terminations of service; or
Any change not aforementioned that substantially affects per-vehicle-hour pricing or operational parameters of service provision.
FEDERAL FUNDING COMPLIANCE
TCRTA will be responsible for complying with all Federal requirements independently, except as provided herein. These requirements will include but are not limited to:
Federal Transit Administration (FTA) grants management including contract compliance, quarterly reporting, and Electronic Clearing House Operation (ECHO) draws.
Annual certifications submitted to FTA that detail the federal requirements with which it must comply to be eligible to receive federal transit assistance. The annual submission of these Certification and Assurance is required by Federal law prior to the submission of any grant application.
National Transit Data Base (NTD) annual report. If each Party desires to receive FTA funding based on services provided, or any factors other than population each Party, must submit NTD information to the FTA. This would require each Party to provide adequate and properly trained staff resources to regularly attend FTA training on NTD reporting. Neither Party shall receive any portion of the FTA Section 5307 apportionment that is determined, in whole or in part, on the basis of bus revenue miles or other data obtained through the National Transit Database process, unless that Party submits NTD reporting data by the required deadlines or cures any noncompliance as allowed by federal regulations.
Comply with all applicable Subrecipient Federal Clauses, including, but not limited to, the following: nondiscrimination in Federal Public Transportation Programs; nondiscrimination following the requirements of Title VI of the Civil Rights Act of 1964; Equal Employment Opportunity; nondiscrimination on the basis of sex; nondiscrimination on the basis of age; nondiscrimination on the basis of disability; and, Disadvantaged Business Enterprise.
Visalia will collaborate as necessary with TCRTA to provide any and all data or information it has collected pursuant to the Program so that TCRTA may comply with all reporting requirements associated with the funding for the Program.
REVISIONS, ADDENDUM
Revisions to the basic framework of this Agreement shall be by the mutual written agreement of the Parties. Supplements to this Agreement may be by numeric addendums executed by each Party and attached to the original of this Agreement.
TERMINATION
Either Party may terminate this Agreement at the end of any federal fiscal year. In the event of termination, the Parties shall consult prior to the date of termination to ensure termination occurs on the most equitable terms; however, such consultation shall not prohibit or restrict either Party from exercising its right to terminate.
SETTLEMENT OF DISPUTES
The Parties have worked cooperatively to prepare their framework for this MOU, and the language herein should not be construed against any of the Parties. Disagreement between the Parties arising under or relating to this MOU, as amended and supplemented, shall be resolved only by consultation between the Parties and not referred to any other person or entity for settlement unless mutually agreed in writing.
Tulare County
Regional Transit Agency
____________________________ Date ______________________ Executive Director
Approved as to form:
County Counsel
___________________________ Date: ____________________ City of Visalia
____________________________ Date ______________________ City of Visalia City Manager
____________________________ Date: ____________________ City Attorney
(PELTZER & RICHARDSON, LLP)
____________________________ Date: ____________________ City of Visalia Risk Manager
____________________________ Date: ____________________ City of Visalia Project Manager
Exhibit “A”
Scope of Work
The Tulare County Regional Transit Agency (TCRTA) and the City of Visalia (Visalia) transit will partner on a Tulare County region wide Micro Transit Pilot Program (Program) for three years.
The TCRTA will operate the program with TCRTA vehicles and drivers through the existing Operations and Maintenance contract for the TCRTA. Visalia will allow the TCRTA to temporarily operate within the Visalia service area for the purposes of this pilot for the duration of the pilot program. The TCRTA will cover the cost of the Program for the duration of the 3 years. At the end of the 3-year Program, the TCRTA and Visalia Transit may again, upon mutual agreement, partner together on a competitive RFB procurement to extend micro transit services.
The data collected by both agencies during the 3-year Program will assist the agencies in writing the RFB to obtain a long-term micro transit software. Via Corp will be the micro transit software vendor for the duration of the 3-year pilot program. Visalia Transit and TCRTA will work together with the micro transit software vendor Via Corp to collect data via system reports within the micro transit software. Visalia Transit will have full and equal access to the Via software and data that is collected throughout the duration of the pilot program.
The purpose of the Program is to collect data over the course of three years to determine the popularity of the micro transit services. Passenger demographic data will be collected, and the popularity of the Program will be gauged. The purpose of the data is to use the information that’s collected to create a more efficient system in the future where pieces of the Fixed Route system that exist today will be replaced with a more cost-effective micro transit route(s). Visalia will have full and equal access to Visalia ridership data in order to complete all reporting requirements. The Visalia zone is clearly defined, and remains the same as the existing Visalia fixed route system. Visalia Transit and the TCRTA will work together with Via Corp to determine the parameters of the program and the type of data that the software will collect. 2