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17-0207_CREATIVE BUS SALES, INC_F2a_Agenda Report217/2017 F2a City of San Juan Capistrano Agenda Report TO: Honorable Mayor and Members of the City Council FROM: *e�n Siegel, City Manager SUBMITTED BY: Steve May, Public Works and Utilities Directory Ken AI -Imam, Chief Financial Officer/ City TreasurerC" PREPARED BY: Tom Toman, Assistant Public Works Director DATE: February 7, 2017 SUBJECT: Consideration of Summer Trolley Lease, Proposed Trolley Route, Cooperative Agreement with Orange County Transportation Authority for Project V Grant Funding, and Appropriation of Funds RECOMMENDATION: By motion, Approve and authorize the City Manager to execute the attached cooperative agreement with the Orange County Transportation Authority to provide for Measure M Project V grant funding up to $95,486 for the leasing of two trolleys and for the operation of a thirteen weekend summer trolley service; and 2. Appropriate $154,000 to the Fiscal Year 2016/17 Amended Budget to fund the 2017 Summer Trolley Program ($95,486 from OCTA Project V Grant funds, $55,474 from Air Quality Management District (AQMD) funds, and $3,040 from the General Fund); and 3. Approve and authorize the City Manager to execute the attached lease agreement with Creative Bus Sales in the amount of $57,400 for the lease, delivery, and pick-up of two trolleys for the 2017 summer trolley service; and 4. Approve the Project V, summer weekend trolley schedule of thirteen Fridays and weekends running up to two trolleys on Fridays from 5:00 p.m. to 10:00 p.m., Saturdays from 11:00 a.m. to 10:00 p.m., and Sundays from 11:00 a.m. to 5:00 p.m. beginning June 9, 2017, and authorize the City Manager to modify the schedule as needed to achieve the ridership required by the grant; and City Council Agenda Report February 7, 2017 Paae 2 of 5 5. Approve the Project V, summer weekend trolley route as described on page three of this staff report and as shown on Attachment 3, and authorize the City Manager to modify the route as needed to achieve the ridership required by the grant; and 6. Authorize the City Manager to prepare and execute an agreement in an amount not - to -exceed $40,000 with Professional Parking and Transportation Services for the operations and maintenance of the proposed 2017 summer trolley service; and 7. Direct the City Manager to report to the City Council in the fall of 2017 on the performance of the summer weekend trolley service. EXECUTIVE SUMMARY: The City's 2017 summer trolley service is proposed to operate for thirteen consecutive weekends beginning Friday, June 9 through Monday, September 4 (Labor Day), and will include two trolleys on twenty minute frequencies servicing a continuous loop from downtown San Juan Capistrano (La Zanja Street northern terminus) to a Dana Point trolley service connection stop at Stonehill Drive and Del Obispo Street. Service hours will be on Fridays from 5:00 p.m. to 10:00 p.m., { Saturdays from 11:00 a.m. to 10:00 p.m., and Sundays from 11:00 a.m. to 5:00 p.m. The summer trolley service is funded I largely by a Measure M2 Project V grant from the Orange County Transportation Authority (OCTA). DISCUSSION/ANALYSIS- The following discussion will provide details of the OCTA Cooperative Agreement, the schedule and route for the trolley service, and the trolley lease agreement. Cooperative Agreement: On February 2, 2016, the City Council approved the submittal of a grant application to fund a summer trolley service under the OCTA Measure M Project V grant program. The grant application requested capital and operational funding to lease two trolleys and operate a thirteen weekend summer trolley service. OCTA has approved the grant request. In order to secure the grant it is necessary for the City Council to approve the attached cooperative agreement with OCTA (Attachment 1). The general provisions of this agreement are similar to many other cooperative agreements that the City has entered into with OCTA for grant funding. The agreement would obligate the City to its 38% matching funding requirement for the trolley lease and summer trolley service operations, although the City's share could increase if ridership goals required by the grant are not achieved. After reimbursement, the City's total cost to the General Fund for the trolley program is expected to be approximately $3,040, depending on achieving minimum required ridership goals. The staff recommendation is that the City Council approve the cooperative agreement. City Council Agenda Report February 7, 2017 Paae 3 of 5 Schedule and Route for Summer Trolley Service: To achieve the level of ridership required by the grant, the schedule and route have been designed with the objective of maximizing ridership; moreover, an aggressive promotion of the service to both residents and visitor serving businesses will be vital to the program's success. Staff has been working with key stakeholders in the community to design the schedule and route that are described below. Since this is a relatively new service (i.e. two new trolleys, better headways, Dana Point connection etc.), there may be a need to make adjustments to the route during the summer operations to achieve ridership goals. Schedule • The planned hours of operation are every weekend from Friday, June 9, through Monday, September 4 (Labor Day), from 5:00 p.m. to 10:00 p.m. on Fridays, from 11:00 a.m. to 10:00 p.m. on Saturdays, and from 11:00 a.m. to 5:00 p.m. on Sundays. During peak times, there will be two trolleys in service with as few as one in service during slower times. It is recommended that the City Council approve the schedule and authorize the City Manager to modify it as needed to achieve the ridership required by the grant. Rni eta The planned route, included as Attachment 3, is a twenty minute loop starting from the Metrolink Station at Verdugo Street, going south on Camino Capistrano to Del Obispo Street, west on Del Obispo Street to Alipaz Street, south on Alipaz Street to Camino Del Avion, west on Camino Del Avion to Del Obispo Street, south on Del Obispo Street to Stone Hill Drive (connection point with Dana Point summer trolley service), east on Stonehill Drive to Camino Capistrano, north on Camino Capistrano to La Zanja Street, east on La Zanja Street to EI Camino Real, south on EI Camino Real to Ortega Highway, west on Ortega Highway to Camino Capistrano, and south on Camino Capistrano to Verdugo Street and the Metrolink Station. It is anticipated that existing OCTA stops will be used as trolleys stops and that new signs will be used with route and schedule information specific to the summer trolley service. As with the schedule, it might be necessary to make minor adjustments to the route during certain times in order to maintain the required level of ridership. It is recommended that the City Council approve this route and authorize the City Manager to modify the route as needed to achieve the ridership required by the grant. Trolley Lease: In order to reduce trolley wait times and to improve operational continuity, the City plans to lease two trolleys for the 2017 weekend summer trolley service from early June through early September. Staff has contacted multiple vendors and found Creative Bus Sales as the only vendor able to provide two quality trolleys for lease. The new 32 foot Hometown Trolleys are similar to those in Dana Point and Laguna Beach, and are gas fueled, ADA compliant, and capable of effectively traversing City streets. Staff is recommending that the City Council approve this lease agreement because there is no alternative trolley provider that could meet the needs of the City Council Agenda Report February 7, 2017 Paae 4 of 5 program for this summer. The proposed lease with Creative Bus Sales, included as Attachment 2, includes a monthly rate of $6,900 per trolley, plus an additional $8,000 per vehicle for tax, license and registration fee for a total cost of $57,400. The aforementioned appropriation will cover the lease costs. Operations and Maintenance: In line with the above-mentioned objective to improve operational continuity, staff is working with the City's 2015 trolley service provider, Professional Parking and Transportation Services (PPTS), to coordinate and implement the operations and maintenance (O&M) services needed for the 2017 program. Staff has been pleased with the level of service provided by PPTS for various City -sponsored events including the Fourth of July and the La Pata ribbon cutting ceremony. PPTS is also providing O&M for the City of Dana Point's trolley service. Staff is recommending that the City Council authorize the City Manager to prepare and execute an agreement in an amount not -to -exceed $40,000 with PPTS for the operations and maintenance of the proposed 2017 summer trolley service. FISCAL IMPACT: The summer trolley service will be funded largely by a Measure M2 grant from OCTA and from existing Air Quality Management District subvention funds. The OCTA grant will cover 62% ($95,486) of the program's estimated cost of $154,000, AQMD funds will cover 36% ($55,474) of the costs, and the City's General Fund will need to cover the remaining 2% (approximately $3,040, provided that the minimum ridership of six riders per hour, per trolley is achieved). It is important to note that the City has not received OCTA grant funding beyond this summer. ENVIRONMENTAL IMPACT In accordance with the California Environmental Quality Act (CEQA), the recommended actions are exempt from CEQA per Section 15061(b)(3), the general rule that the CEQA applies only to projects which have the potential for causing a significant effect on the environment. Where it can be seen with certainty that there is no possibility that the activity in question may have a significant effect on the environment, the activity is not subject to CEQA. Approving a cooperative agreement, appropriating funds for the summer trolley program, approving a trolley lease agreement, approving the trolley service schedule and route and directing the City Manager to report back with trolley service performance in fall 2017 would not be activities with potential to cause significant effect on the environment and therefore is exempt from CEQA. CITY COUNCIL REVIEW: On February 3, 2015, the City Council directed staff to investigate the possibility of providing trolley services. On March 3, 2015, the City Council directed staff to provide additional information to purchase and lease a trolley and to reactivate the Tri -City Committee to submit an application for Project V funding. City Council Agenda Report February 7, 2017 Paae 5 of 5 • On March 17, 2015, the City Council approved an agreement with the City of Brea for use of their trolley and a Personal Services Agreement with Professional Parking Services, Inc. for operational services. On November 17, 2015, the City Council received a status report on the Summer 2015 Trolley program. On February 2, 2016, the City Council adopted a Resolution authorizing submission of an application for grant funds in the Orange County Transportation Authority Call for Projects for the 2016 Summer Trolley Program. COMMISSION/COMMITTEE/BOARD REVIEW AND RECOMMENDATIONS: This item does not require commission review. NOTIFICATION: Sam Kaur, OCTA Brianna Martinez, OCTA Donald Herrera, OCTA Sean Connolly, Creative Bus Sales, Inc. Matthew Sinacori, City of Dana Point Kristina Pence-Dunow, Hometown Trolley Joey Dunow, Hometown Trolley Dustin Dunow, Hometown Trolley Mechelle Lawrence Adams, Mission San Juan Capistrano Ralph Caldin, Professional Parking and Transportation Services Heritage Tourism Association Chamber of Commerce ATTACHMENT(S): Attachment 1: Cooperative Agreement C-6-1476 Attachment 2: Trolley Lease Agreement Attachment 3: Trolley Route Map 1 2 3 4 5 6 7 8 9 10 `SO 12 13 14 15 16 17 18 19 K11 PAA 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-6-1476 BETWEEN ORANGE COUNTY TRANSPORTATION AUTHORITY AND CITY OF SAN JUAN CAPISTRANO FOR PROJECT V COMMUNITY- BASED TRANSIT/CIRCULATORS THIS COOPERATIVE AGREEMENT, is effective this day of 2017, by and between the Orange County Transportation Authority, 600 South Main Street, Orange, California 92863-1584, a public corporation of the State of California (hereinafter referred to as "AUTHORITY" or "OCTA"), and the City of San Juan Capistrano, 32400 Paseo Adelanto, San Juan Capistrano, California 92675, a municipal corporation (hereinafter referred to as "CITY") each individually known as "PARTY" and collectively known as the "PARTIES". RECITALS: WHEREAS, AUTHORITY and CITY desire to enter into a Cooperative Agreement to define the roles and responsibilities related to funding between AUTHORITY and CITY for the operating subsidy funds for the San Juan Capistrano trolley service (hereinafter referred to as "PROJECT") as further defined in the project description section of the application for Measure M2, Project V Call for Projects, received by OCTA on February 29, 2016; and WHEREAS, AUTHORITY's Board of Directors (hereinafter referred to as "BOARD") approved the Renewed Measure M2 Eligibility Guidelines - Local CITY Preparation Manual on January 25, 2010 and subsequent amendments, most recently on April 11, 2016; and WHEREAS, AUTHORITY's BOARD approved the Comprehensive Transportation Funding Programs (CTFP) Guidelines on March 22, 2010; and WHEREAS, AUTHORITY's BOARD approved the revised Project V - Community based Transit Circulator Program Guidelines on November 23, 2015; and Page 1 of 12 ATTACHMENT 1 of 12 COOPERATIVE AGREEMENT NO. C-6-1476 1 WHEREAS, AUTHORITY will periodically update the Renewed Measure M2 Eligibility 2 Guidelines - Local CITY Preparation Manual and the CTFP Guidelines whereby the most recent update 3 is incorporated herein by reference; and 4 WHEREAS, AUTHORITY and CITY agree that M2 funding is subject to CITY fulfilling 5 M2 eligibility requirements; and 6 WHEREAS, AUTHORITY and CITY agree that PROJECT must adhere to the CTFP Guidelines 7 precepts except where specific more detailed instruction is provided through Project V Guidelines or 8 within this Cooperative Agreement; and 9 WHEREAS, CITY intends to execute a grant subrecipient agreement with Professional Parking 10 whereby Professional Parking will be the service provider to administer, operate, maintain and manage 11 PROJECT and the CITY will act as a pass-through agency for administering annual reimbursements 12 and AUTHORITY required data consistent with the program guidelines; and 13 WHEREAS, CITY's fixed -route trolley service is open to the public, and fully accessible for 14 persons with disabilities, in compliance with the Americans with Disabilities Act; and 15 WHEREAS, AUTHORITY's BOARD has approved Project V funding for PROJECT for up to 16 seven (7) years in the total amount not -to -exceed Ninety -Five Thousand Four Hundred Eighty -Six 17 Dollars ($95,486) and AUTHORITY and CITY agree that the capital amount to be provided by 18 AUTHORITY is Forty -Nine Thousand Five Hundred Twenty -Two Dollars ($49,522) and the annual 19 operating subsidy will be provided consistent with operating statistics as defined in the Project V 20 Guidelines in an uninflated amount of Forty -Five Thousand Nine Hundred Sixty -Four Dollars ($45,964). 21 WHEREAS, CITY has agreed to provide thirty-one percent (31%) local match for a minimum 22 capital purchases of Twenty -One Thousand Four Hundred Seventy -Eight Dollars ($21,478) and 23 additional local match for operations and maintenance costs to meet operating expenses not covered 24 by AUTHORITY; and 25 WHEREAS, this Cooperative Agreement defines the specific terms, conditions, roles and 26 funding responsibilities between AUTHORITY and CITY for PROJECT(s); and Page 2 of 12 ATTACHMENT 2of12 ©E 3 4 5 6 III 8 9 10 11 12 13 14 15 `f0 18 19 20 21 22 23 25 I follows: COOPERATIVE AGREEMENT NO. C-6-1476 WHEREAS, AUTHORITY's BOARD approved this PROJECT on June 13,2016; and WHEREAS, CITY's Council approved this Cooperative Agreement on this day of 2017; NOW, THEREFORE, it is mutually understood and agreed by AUTHORITY and CITY as ARTICLE 1. COMPLETE AGREEMENT A. This Cooperative Agreement, including any attachments incorporated herein and made applicable by reference, constitutes the complete and exclusive statement of the term(s) and condition(s) of this Cooperative Agreement between PARTIES and it supersedes all prior representations, understandings, and communications. The invalidity in whole or in part of any term or condition of this Cooperative Agreement shall not affect the validity of other term(s) or condition(s) of this Cooperative Agreement. The above referenced Recitals are true and correct and are incorporated by reference herein. B. AUTHORITY's failure to insist on any instance(s) of CITY's performance of any term(s) or condition(s) of this Cooperative Agreement shall not be construed as a waiver or relinquishment of AUTHORITY's right to such performance or to future performance of such term(s) or condition(s), and CITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Cooperative Agreement shall not be binding upon AUTHORITY except when specifically confirmed in writing by an authorized representative of AUTHORITY by way of a written amendment to this Cooperative Agreement and issued in accordance with the provisions of this Cooperative Agreement. C. CITY's failure to insist on any instance(s) of AUTHORITY's performance of any term(s) or condition(s) of this Cooperative Agreement shall not be construed as a waiver or relinquishment of CITY's right to such performance or to future performance of such term(s) or condition(s), and AUTHORITY's obligation in respect thereto shall continue in full force and effect. Changes to any portion of this Cooperative Agreement shall not be binding upon CITY except when Page 3 of 12 ATTACHMENT 3of12 1 2 3 4 I•72 Me 71 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-6-1476 specifically confirmed in writing by an authorized representative of CITY by way of a written amendment to this Cooperative Agreement and issued in accordance with the provisions of this Cooperative Agreement. ARTICLE 2. SCOPE OF AGREEMENT This Cooperative Agreement specifies the roles and responsibilities of both AUTHORITY and CITY as they pertain to the subject and PROJECT addressed herein. Both AUTHORITY and CITY agree that each will cooperate and coordinate with the other in all activities covered by this Cooperative Agreement and any other supplemental agreements, including Letter Agreements, which may be required to facilitate purposes thereof. ARTICLE 3. RESPONSIBILITIES OF AUTHORITY AUTHORITY agrees to the following responsibilities toward CITY for PROJECT: A. Upon invoice, AUTHORITY to provide CITY operating subsidy in the amount not -to - exceed Forty -Five Thousand Nine Hundred Sixty -Four Dollars ($45,964) ("Funding Amount") for up to seven (7) years consistent with Exhibit A: City of San Juan Capistrano Project V Estimated Funding Schedule. Operating subsidy will be no more than Nine Dollars ($9.00) per boarding consistent with Exhibit A or sixty-two percent (62%) of operations and maintenance costs, whichever is lower. B. AUTHORITY to provide PROJECT funding for capital purchases in the amount not -to - exceed Forty -Nine Thousand, Five Hundred Twenty -Two Dollars ($49,522). C. AUTHORITY to provide funding in accordance with the BOARD -approved Revised Project V Guidelines. Funding may be discontinued in the event that the Minimum Performance Standards, as outlined in the Revised Project V Guidelines, are not met. D. In the event that the Minimum Performance Standards are not met after first and second year of service and maintained every year thereafter AUTHORITY shall provide sixty (60) days' notice to CITY that support for service will be discontinued. F1 Page 4 of 12 ATTACHMENT 4of12 1 2 3 4 5 6 7 8 9 WE 12 13 14 15 16 17 18 iRI 411 Poi■ 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-6-1476 ARTICLE 4. RESPONSIBILITIES OF CITY CITY agrees to the following responsibilities toward AUTHORITY for PROJECT: A. CITY to provide eligible local match funds in the amount of thirty-eight percent (38%) of required cost in accordance with Exhibit A: City of San Juan Capistrano Project V Estimated Funding Schedule OR the balance of net operations and maintenance costs after AUTHORITY has paid Nine Dollars ($9.00) per boarding and inflated annually consistent with Exhibit A, whichever is greater. B. If CITY receives operating subsidy for PROJECT use from any other non -AUTHORITY source, CITY will not invoice AUTHORITY for the amount received from the other non -AUTHORITY source(s). C. CITY will notify AUTHORITY regarding any non -OCTA revenues received for PROJECT, and AUTHORITY funds may not pay for services already supported through these non -OCTA revenues. D. CITY shall provide to AUTHORITY actual revenue vehicle miles, boardings, and operating and maintenance cost related to PROJECT service on a quarterly basis. E. CITY to act as a pass-through agency for administering annual reimbursements and AUTHORITY required data consistent with the program guidelines whereby Professional Parking as party to a grant subrecipient agreement with the CITY will be the service provider to administer, operate, maintain and manage PROJECT. F. CITY service shall meet minimum standard of six (6) boardings per revenue vehicle hour, which must be achieved within the first twelve (12) months of operation and ten (10) boardings per revenue vehicle hour within twenty-four (24) months of operation and every year thereafter. G. CITY shall provide separate and distinct cost accounting for all fixed route and special event services. H. CITY may request a time extension in accordance with the procedures identified in the CTFP Guidelines to use any operating funds not used and available at the end of the initial seven (7) yearterm. Page 5 of 12 ATTACHMENT 5of12 COOPERATIVE AGREEMENT NO. C-6-1476 1 I. CITY shall notify AUTHORITY of any non -AUTHORITY revenues received for the 2 PROJECT. 3 J. CITY shall include and identify any non -AUTHORITY or grant revenues received along 4 with any requirements associated with external fund sources for PROJECT in payment to AUTHORITY 5 for local match. 6 K. CITY will invoice AUTHORITY within sixty (60) days to receive annual reimbursement 7 per Exhibit A: City of San Juan Capistrano Project V Estimated Funding Schedule and consistent with 8 Article 5 below. 9 ARTICLE 5. REQUEST FOR REIMBURSEMENT 10 A. CITY shall contribute matching funds, as is specified within this Cooperative Agreement 11 in Article 4, Paragraph A, toward the actual costs of PROJECT. 12 B. CITY shall invoice AUTHORITY within sixty (60) days to receive annual reimbursement 13 per Exhibit A: City of San Juan Capistrano Project V Estimated Funding Schedule and shall provide 14 supporting documentation according to the payments procedures identified in the CTFP Guidelines and 15 incorporated into this Cooperative Agreement. CITY's invoice shall include allowable PROJECT costs 16 incurred and paid for by CITY consistent with the PROJECT's Scope of Work. The invoice submitted 17 by CITY shall be signed by an authorized agent who can duly certify the accuracy of the included 18 information. Advance payments by AUTHORITY are not allowed. 19 C. The invoice must be submitted on CITY's letterhead. 20 D. The invoice shall be submitted by CITY and in duplicate to AUTHORITY's Accounts 21 Payable Office. Each invoice shall include the following information: 22 a. Agreement Number C-6-1476; 23 b. The total of PROJECT expenditures shall specify the percent and 24 amount to be reimbursed which shall not exceed sixty-two percent (62%) of the balance of net 25 operations and maintenance costs after AUTHORITY has paid Nine Dollars ($9.00) per boarding, in 26 accordance with Exhibit A: City of San Juan Capistrano Project V Estimated Funding Schedule. In Page 6 of 12 ATTACHMENT 6of12 1 2 3 4 5 6 7 8 9 10 11 ii PA 13 14 15 16 17 18 19 20 �4■ P41A 23 24 25 26 COOPERATIVE AGREEMENT NO. C-6-1476 addition, if CITY receives operating subsidy from any other non -AUTHORITY source for PROJECT use, CITY shall not invoice AUTHORITY for the amount received from the other non -AUTHORITY source(s). Supporting documentation for all expenses must be provided including invoices. C. Adequate detail describing all work completed. d. Documentation providing evidence that Professional Parking has been paid by CITY. e. Each invoice for operation and maintenance subsidy shall include the following operating statistics for the fiscal year (July 1 through June 30) to date: revenue vehicle hours, total boardings, boardings per revenue vehicle hour, operating costs, net operating costs (Costs less fares), reimbursement per net operating costs, and reimbursement per boarding. f. Certification signed by CITY or his/her designated alternate that a) The invoice is a true, complete and correct statement of reimbursable costs and progress; b) The backup information included with the invoice is true, complete and correct in all material respects; c) All payments due and owing to subcontractors and suppliers have been made; d) Timely payments will be made to subcontractors and suppliers from the proceeds of the payments covered by the certification and; e) The invoice does not include any amount which CITY intends to withhold or retain from a subcontractor or supplier unless so identified on the invoice. g. Such other information as requested by AUTHORITY. E. Total payments shall not exceed the Funding Amount specified in Article 3, paragraph A. F. CITY shall submit final invoice no later than One Hundred Eighty (180) days after completion of PROJECT. ARTICLE 6. DELEGATED AUTHORITY The actions required to be taken by CITY in the implementation of this Cooperative Agreement are delegated to its Director of Public Works, or his/her designee, and the actions required to be taken by AUTHORITY in the implementation of this Cooperative Agreement are delegated to AUTHORITY's Chief Executive Officer or his designee. Page 7 of 12 ATTACHMENT 7of12 COOPERATIVE AGREEMENT NO. C-6-1476 1 ARTICLE 7. AUDIT AND INSPECTION 2 AUTHORITY and CITY shall maintain a complete set of records in accordance with generally 3 accepted accounting principles. Upon reasonable notice, CITY shall permit the authorized 4 representatives of the AUTHORITY to inspect and audit all work, materials, payroll, books, accounts, 5 and other data and records of CITY for a period of five (5) years after final payment, or completion of 6 audit by the AUTHORITY, or after final payment of debt service, whichever is longer. For purposes of 7 audit, the date of completion of this Cooperative Agreement shall be the date of AUTHORITY's 8 payment of CITY's final billing under this Cooperative Agreement. AUTHORITY shall have the right to 9 reproduce any such books, records, and accounts. The above provision with respect to audits shall 10 extend to and/or be included in contracts with CITY's contractor(s). 11 ARTICLE 8. MUTUAL INDEMNIFICATION 12 A. To the fullest extent permitted by law, CITY shall defend (at CITY's sole cost and 13 expense with legal counsel reasonably acceptable to AUTHORITY), indemnify, protect, and hold 14 harmless AUTHORITY, its officers, directors, employees, and agents (collectively the "Indemnified 15 Parties"), from and against any and all liabilities, actions, suits, claims, demands, losses, costs, 16 judgments, arbitration awards, settlements, damages, demands, orders, penalties, and expenses 17 including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising 18 from injuries to or death of persons (CITY's employees included), for damage to property, including 19 property owned by AUTHORITY, or from any violation of any federal, state, or local law or ordinance, 20 alleged to be caused by the negligent acts, omissions or willful misconduct of CITY, its officers, 21 directors, employees or agents in connection with or arising out of the performance of this Cooperative 22 Agreement. 23 B. To the fullest extent permitted by law, AUTHORITY shall defend (at AUTHORITY's sole 24 cost and expense with legal counsel reasonably acceptable to CITY), indemnify, protect, and hold 25 harmless CITY, its officers, directors, employees, and agents (collectively the "Indemnified Parties"), 26 from and against any and all liabilities, actions, suits, claims, demands, losses, costs, judgments, Page 8 of 12 ATTACHMENT 8of12 1 2 3 4 5 6 7 8 9 10 11 `PA 13 14 15 16 17 18 19 20 21 0A 23 24 25 26 COOPERATIVE AGREEMENT NO. C-6-1476 arbitration awards, settlements, damages, demands, orders, penalties, and expenses including legal costs and attorney fees (collectively "Claims"), including but not limited to Claims arising from injuries to or death of persons (AUTHORITY's employees included), for damage to property, including property owned by CITY, or from any violation of any federal, state, or local law or ordinance, alleged to be caused by the negligent acts, omissions or willful misconduct of AUTHORITY, its officers, directors, employees or agents in connection with or arising out of the performance of this Cooperative Agreement. C. The indemnification and defense obligations of this Cooperative Agreement shall survive its expiration or termination. ARTICLE 9. ADDITIONAL PROVISIONS: PARTIES agree to the following mutual responsibilities: A. Term of Agreement: This Cooperative Agreement shall continue in full force and effect on an annual basis, subject to meeting minimum performance standards of ridership or December 31, 2023, whichever is earlier. This Cooperative Agreement may only be extended upon mutual agreement by both PARTIES. B: Termination: In the event either PARTY defaults in the performance of their obligations under this Cooperative Agreement or breaches any of the provisions of this Cooperative Agreement, the non -defaulting PARTY shall have the option to terminate this Cooperative Agreement upon thirty (30) days' prior written notice to the other PARTY. C. Termination for Convenience: Either PARTY may terminate this Cooperative Agreement for its convenience by providing thirty (30) days' prior written notice of its intent to terminate for convenience to the other PARTY. D. Amendments: This Cooperative Agreement may be amended in writing at any time by the mutual consent of all PARTIES. No amendment shall have any force or effect unless executed in writing by all PARTIES. E. PARTIES shall comply with all applicable federal, state, and local laws, statues, Page 9 of 12 ATTACHMENT 9of12 COOPERATIVE AGREEMENT NO. C-6-1476 1 ordinances and regulations of any governmental authority having jurisdiction over PROJECT. 2 F. Legal Authority: PARTIES hereto consent that they are authorized to execute this 3 Cooperative Agreement on behalf of said PARTIES and that, by so executing this Cooperative 4 Agreement, the PARTIES hereto are formally bound to the provisions of this Cooperative Agreement. 5 G. Severability If any term, provision, covenant or condition of this Cooperative Agreement 6 is held to be invalid, void or otherwise unenforceable, to any extent, by any court of competent 7 jurisdiction, the remainder of this Cooperative Agreement shall not be affected thereby, and each term, 8 provision, covenant or condition of this Cooperative Agreement shall be valid and enforceable to the 9 fullest extent permitted by law. 10 H. Counterparts of Agreement: This Cooperative Agreement may be executed and 11 delivered in any number of counterparts, each of which, when executed and delivered shall be deemed 12 an original and all of which together shall constitute the same agreement. Facsimile signatures will be 13 permitted. 14 I. Force Majeure: Each of the PARTIES shall be excused from performing its obligations 15 under this Cooperative Agreement during the time and to the extent that it is prevented from performing 16 by an unforeseeable cause beyond its control, including but not limited to; any incidence of fire, flood; 17 acts of God; commandeering of material, products, plants or facilities by the federal, state or local 18 government; national fuel shortage; or a material act or omission by the other PARTY; when 19 satisfactory evidence of such cause is presented to the other PARTY, and provided further that such 20 nonperformance is unforeseeable, beyond the control and is not due to the fault or negligence of the 21 PARTY not performing. 22 J. Assignment: Neither this Cooperative Agreement, nor any of the PARTIES' rights, 23 obligations, duties, or authority hereunder may be assigned in whole or in part by any PARTY without 24 the prior written consent of the other PARTIES in their sole and absolute discretion. Any such attempt 25 of assignment shall be deemed void and of no force and effect. Consent to one assignment shall not 26 be deemed consent to any subsequent assignment, nor the waiver of any right to consent to such Page 10 of 12 ATTACHMENT 10 of 12 1 2 3 4 5 6 7 8 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-6-1476 subsequent assignment. K. Governing Law: The laws of the State of California and applicable local and federal laws, regulations and guidelines shall govern this Cooperative Agreement. L. Litigation fees: Should litigation arise out of this Cooperative Agreement for the performance thereof, the court shall award costs and expenses, including attorney's fees, to the prevailing PARTY. M. Notices: Any notices, requests, or demands made between the PARTIES pursuant to this Cooperative Agreement are to be directed as follows: To CITY: To AUTHORITY: City of San Juan Capistrano Orange County Transportation Authority 32400 Paseo Adelanto 550 South Main Street San Juan Capistrano California 92675 P. O. Box 14184 Orange, CA 92863-1584 Attention: Tom Toman Attention: Donald Herrera Assistant Public Works Director Contracts Administrator 949-234-4580 Tel: 714-560-5644 TToman@SanJuanCapistrano.org E-mail: dherrera@octa.net With a copy that shall not constitute Notice to: Cc: Sam Kaur Section Manager, Measure M Local Programs skaur@octa.net N. Successors and Assigns: The provisions of this Cooperative Agreement shall bind and inure to the benefit of each of the PARTIES hereto, and all successors or assigns of the PARTIES hereto. Page 11 of 12 ATTACHMENT 11 of 12 1 2 3 4 5 6 7 8'' 9 10 11 12 13 14 15 16 17 18 19 20 21 22 23 24 25 26 COOPERATIVE AGREEMENT NO. C-6-1476 This Cooperative Agreement shall be made effective upon execution by both PARTIES. IN WITNESS WHEREOF, the PARTIES hereto have caused this Cooperative Agreement No. C-6-1476 to be executed on the date first above written. CITY OF SAN JUAN CAPISTRANO ORANGE COUNTY TRANSPORTATION AUTHORITY By: Kerry Ferguson Mayor ATTEST: By: Maria Morris City Clerk APPROVED AS TO FORM: By: City Attorney Dated: M Darrell Johnson Chief Executive Officer APPROVED AS TO FORM IN James Donich General Counsel APPROVAL RECOMMENDED: By: Kia Mortazavi Executive Director, Planning Dated: Page 12 of 12 ATTACHMENT 12 of 12 LEASE AGREEMENT Between CREATIVE BUS SALES, INC. and any related companies or affiliates of Creative Bus Sales, Inc. (Lessor) 14740 Ramona Avenue Chino, CA 91710 Phone: 909-465-5528 Fax: 909-465-5529 And City of San Juan Capistrano (Lessee) 32400 Paseo Adelanto San Juan Capistrano, CA 92675 Attn: Thomas Toman 949-234-4580 ttoman@sanjuancapistrano.org DESCRIPTION OF LEASED VEHICLES: Unit #:, VIN #:, Year:, Make: Unit #:, VIN #:, Year:, Make: Value:$ DURATION OF LEASE: Monthly from the date of acceptance of delivery of each vehicle by the Lessee until the date of acceptance by the Lessor of the returned vehicle. The duration of lease of each vehicle will be based on the duration of each particular vehicle. Lessee must provide Lessor with notice of termination of the lease 30 days or more prior to termination date. RATE OF LEASE: (2) Month lease term, month to month thereafter. (Start Date: 6/5/17 - End Date: 9/5/17) $6,900.00 per month per bus. Pro -rated to a calendar basis for the first month's payment. C➢T.7Q 9'Z1X. Paid by Lessee with each monthly payment. Adjusted as applicable for San Juan Capistrano, CA. DEPARTMENT OF MOTOR VEHICLE REGISTRATION FEES: Lessee will reimburse Lessor for DMV fees of $1,540.00 at inception of lease. If the vehicles are retained by the Lessee beyond the DMV renewal date, Lessee will reimburse the Lessor for the annual renewal fees. Page 1 of 5 ATTACHMENT 2 1 of 5 TERMS AND CONDITIONS The initial lease payment and DMV fees will be due before the vehicles are delivered to Lessee. The initial lease payment will be first month's amount (pro -rated if necessary for partial month), plus second month's amount (if applicable). Subsequent lease payments will be due in advance by the first of each calendar month. Lease payments will be due for each month until vehicles are returned and accepted by Lessor. If a vehicle is returned before the end of a calendar month, Lessor will return the pro -rated portion of that month's lease payment to Lessee within 10 business days after Lessor's acceptance of the vehicle. Lessee will be responsible for any additional taxes, fees or penalties relating to Lessee's operation or storage of the vehicles. Lessee will return the vehicle at the end of the lease in good condition with no excessive wear and use as that term is defined in the paragraph titled "Standards for Wear and Use". INSURANCE: Lessee will at Lessee's expense provide and maintain for the term of this lease Auto Liability and Physical Damage Insurance on the leased vehicle covering -both Lessee and Lessor. The coverage must be in amounts not less than $5,000,000 bodily injury, and property damage and physical damage coverage with deductibles not to exceed $1,000.00 for collision and $1,000.00 for comprehensive. Lessee's insurance must provide hired auto physical damage coverage equal to or greater than the value of the vehicle. Lessee will at all times during the term of this Lease maintain at Lessee's expense insurance of the types and in the amounts specified. The policies must reflect "Creative Bus Sales, Inc. its successor and assigns" as an "Additional Insured" and "Loss Payee". This coverage must be written by a carrier acceptable to Lessor and which is authorized to do business in the state where Lessee's is domiciled or stores the vehicle. Lessee will provide appropriate evidence of this coverage, by certificate of insurance and written endorsement to the Lessor before delivery can be achieved. Thirty days advance written notice of non -renewal or cancellation will immediately be forwarded to the Lessor. Cancellation clause on the certificate of the insurance is to read, "Should any of the above described policies be cancelled before the expiration date thereof, the issuing company will mail 30 days written notice to the certificate holder named." Lessee accepts responsibility for the vehicle to the full extent of its value during the term of this lease. LOSS OR DAMAGE: In the event that any vehicle shall become lost, stolen, destroyed, or damaged beyond repair for any reason, or in the event of any condemnation, confiscation, theft, or seizure or requisition of title or use of any vehicle, Lessee shall promptly notify Lessor of such event and pay to Lessor within thirty days of such event an amount equal to the Lease End Value less any proceeds of insurance previously applied by Lessor, if any. Upon the making of such payment, the Lease shall terminate with respect to such vehicle and any proceeds of insurance received by Lessor subsequent to the above payment will be for Lessee. Lease End Value is defined as the value of the vehicle stated on page 1 of this agreement. EXPENSES AND MAINTENANCE: Lessee shall pay all expenses with respect to the use and operation of the vehicle, including, without limitation, the cost of Page 2 of 5 ATTACHMENT 2 2 of 5 gasoline, tires, storage, washing, parking, towing, tolls and fines. Lessee, at its own expense, shall maintain the vehicle in good operating condition and repair (ordinary wear and tear excepted), including, without limitation, suggested maintenance as set forth in any applicable Owner's Manual. Lessee shall not cause or permit to be caused any Manufacturer's Warranty covering any vehicle to become void for any reason. Lessee shall be liable for any damage resulting from Lessee's failure to comply with the terms of this Subparagraph. STANDARDS FOR WEAR AND USE: "Excessive wear and use" includes, among other things: (a) glass breakage or discoloration; (b) damage or deterioration of body, fenders, metal work, trim or paint; (c) missing wheel covers, jack or wheel wrench; (d) torn dash, floor covers, seats, head -liners, upholstery or interior work or trunk liners; (e) any wheels or tires (including spare) that are missing or not in safe condition; (f) damage from flood water, hail, sand; or (g) any damage that makes the vehicle either unsafe or unlawful to operate. Lessee acknowledges that vehicle was received on the date indicated in a clean, unlittered condition without physical damage to the interior or exterior except as noted. USE: Lessee will allow only the appropriately licensed drivers to operate the vehicle. Such drivers shall be duly authorized by Lessee, properly licensed to perform the type of driving for which they are employed, and while operating the vehicle, acting within the scope of their employment. Lessee will keep the vehicle free of all fines liens and encumbrances. Lessee agrees to pay any such fines or remove any such liens and encumbrances immediately. If Lessee does not, Lessor may do so and any amounts paid by Lessor shall be additional amount owed by Lessee under the lease. Lessee will not allow any use of the vehicle to tow or push anything. Lessee will not allow the vehicle in any test, race or contest and will not allow its use for any illegal, improper, or unsafe purpose. Lessee will not operate the vehicle with any damage that makes the vehicle either unsafe or unlawful to operate. Lessee will not remove the vehicle from the United States or Canada. Lessee will not alter, mark or install equipment in the vehicle without Lessor's written consent. Lessee will return vehicle on Lessor's demand in the event of default. Lessee will be in default if any of the following occur; (1) Lessee's property is the subject of a proceeding in bankruptcy, receivership or insolvency or Lessee makes an assignment for the benefit of creditors; (2) Lessee fails to comply with the insurance requirements of this lease agreement; (3) Lessee has made any material misrepresentation on or in connection with this lease agreement; (4) Lessee fails to, answer any traffic summons or pay fines when due; (5) Lessee fails to comply with any other terms or conditions of this lease agreement. Lessor retains the right to waive any or all of the above events or default, and any waiver of a default shall operate only to waive the event so waived and shall not operate as a continuing or permanent waiver of any default by Lessee. If Lessee is in default, Lessor may terminate this lease prior to the scheduled term. Upon lease termination, it is Lessee's responsibility to return the equipment to a location chosen by Lessor. COLLECTION: All charges, fees and expenses, including payment for loss of or damage to the vehicle are due at Lessors request. If Lessee is in default Lessor will have the rights and duties provided by law. Lessor will have the right to sue Lessee for damages and/or recovery of the vehicle. Lessor may take the vehicle from Lessee without demand. To take, Lessor may enter Lessee's premises or the premises where the vehicle is stored, so long as it is done Page 3 of 5 ATTACHMENT 2 3of5 peacefully. If there is any personal property in the vehicle when Lessor takes it from Lessee, Lessor can take it or store it for Lessee. The taking of the vehicle by Lessor shall be considered an early termination and Lessee will not be released from any obligation from this lease.. Lessee will be charged the reasonable expenses for taking and storing the vehicle. Lessee will also be charged reasonable attorney's fees and legal expenses incurred by Lessor, or the extent permitted by law. If Lessee does not pay all charges when due, Lessee agrees to pay a late charge of $150 per month or portion of a month on the past due balance. INDEMNIFICATION: Lessee agrees that the payment will not be subject to any defense, set-off, counterclaim or recoupment. Lessee also agrees to indemnify and hold Lessor and its assignees and employees harmless from all losses, damages, injuries, claims, and demands and expenses arising out of the condition, maintenance, use or operation of any amounts to Lessor of the vehicle. INSPECTION: Lessor may inspect the vehicle at any reasonable time. If Lessor asks to inspect the vehicle, Lessee will tell Lessor the location of the vehicle and allow inspection. If the vehicle is damaged or there is excessive wear and use, Lessor will decide if the vehicle is reasonably repairable. If the vehicle is reasonably repairable, Lessee will promptly have the necessary repairs made when Lessor -asks that Lessee do so. OWNERSHIP: This is a lease only and Lessor remains the owner of the vehicle. Lessee will not transfer, sublease, rent or do anything to interfere with Lessor's ownership of the vehicle. TOTALITY OF AGREEMENT: This lease contains the entire agreement between Lessee and Lessor. There are no other agreements between Lessee and Lessor except those included in writing in this lease. No change -or other agreement will be binding unless in writing and signed by Lessee and Lessor. ASSIGNMENT: Lessee agrees that this lease or any rentals may be assigned by Lessor. Lessee has no right to assign this lease. NONCANCELABLE FOR TERM OF LEASE: This lease with respect to any vehicle cannot be canceled or terminated by Lessee for the term of this lease applicable to such vehicle, and Lessee shall not be entitled to any abatement, setoff or reduction of basis rent or other amounts due hereunder, whether arising from past, present, or future claims of any kind by Lessee against Lessor or otherwise. Lessee's obligation to pay all basic rent and other amounts hereunder shall be absolute and unconditional, except as expressly provided herein. SEVERABILITY AND VENUE: If any part of this lease i law, all other parts will remain enforceable. The California, the County of San Bernardino and the City this lease. Page 4 of 5 s not valid according to laws of the State of of Chino, CA will govern ATTACHMENT 2 4 of 5 Lessee agrees to all the provisions of this Lease Agreement. Lessee signed this agreement at (city) (State) and received a copy on (date) Lessee: City of San Juan Capistrano By: Printed Name: Signature Title Lessor: Creative Bus Sales, Inc. By: Anthony Matijevich, President or, Terry McCrea, Chief Financial Officer, or Mike Stoller, Finance Manager Date: Page 5 of 5 ATTACHMENT 2 5of5 Proposed Summer 2017 San Juan Capistrano Trolley Route • r-% La Zanja IV r � r Stvee .0# NO1ac�ema D� G rr'j • C7 Camino Capistrano • • uj t� C? hlnrcta Via Positiva • • ��y F9:51+9r O f'u?fr7 • Q� Camino Del Avion Ecology � v at Via Positiva Community • Center Center • •0 0 6 • • Camino Del Avion r y . 0 •F Del Obispo St. • at Westborne Dr. CO � r # T Del Obispo5t. • N at Blue Fin Dr. Avenida Aeropuerto • j j� r •� �r r • r � Dana at MissionAC # aN Metralirrk• Oleg r � a StatiaM 1 Del Obispo St. at • Ver u o 6oldenspring Dr. ° R09 Street 4 El Adobe• Plazo • t` nehrll • • • • Drive r Los Rios Plaza � •rI� • • Del Ohlspo St. j' Transfer Point for Dana a • Stoneh ill Dr. at Marriott Residence Inn Point Trolley Service Casdas deAhpaz Community • • x Ali az Entrance ,/• 0 C• • • `a ro • ca • /, q)� Rancho AlipozIh •ti Entrance ►iI • C1 f • $l • t� C? hlnrcta Via Positiva • • ��y F9:51+9r O f'u?fr7 • Q� Camino Del Avion Ecology � v at Via Positiva Community • Center Center • •0 0 6 • • Camino Del Avion r y . 0 •F Del Obispo St. • at Westborne Dr. CO � r # T Del Obispo5t. • N at Blue Fin Dr. Avenida Aeropuerto • j j� r •� �r r • r � Dana Point' �t r � a 0 1 Del Obispo St. at • 6oldenspring Dr. ° R09 • t` nehrll • • • • Drive r Stanehill Dr. at • • Del Ohlspo St. j' Transfer Point for Dana a • Stoneh ill Dr. at Marriott Residence Inn Point Trolley Service 0 Trolley Stop Trolley Frequency 20 Minutes Trolley Service Hours Friday: 5:00 pm to 10:00 pm Saturday: 11:00 am to 10:00 pm Sunday: 11:00 am to 5:00 pm Trolley service from June 9, 2017 through September 4, 2017 Trolleys are Handicapped Accessible For Further Information Contact 949 443-6339 Attachment 3 1 of I.