HomeMy WebLinkAboutCity of Clovis - Reciprocal Agreement to Provide Transit Service - 2018 RECIPROCAL AGREEMENT
TO PROVIDE TRANSIT SERVICE
This Reciprocal Agreement to Provide Transit Service (the "Agreement") is made and entered
into this 3r;L. day of 2018, by and between the City of Fresno, a municipal
corporation ("FRESNO"), and the City of Clovis, a municipal corporation ("CLOVIS")
(collectively, the "Parties").
RECITALS
WHEREAS, FRESNO operates a fixed-route, public transportation service known as
the Fresno Area Express ("FAX");
WHEREAS, CLOVIS operates a fixed-route, public transportation service known as the
Clovis Stageline ("Stageline");
WHEREAS, it is in the best interest of the users of both the FRESNO and CLOVIS
transit systems that the Parties coordinate the above-mentioned transportation services
delivered to citizens of both jurisdictions;
WHEREAS, either or both Parties may rely upon grant funding from a variety of sources
to fund some or all of the services anticipated herein; and
WHEREAS, the Parties desire and intend to coordinate and to provide transportation
services to and within the jurisdiction of the other as specified herein and the providing of
these services is in the best interest of the public.
NOW, THEREFORE, in consideration of the mutual promises set forth below, FRESNO
and CLOVIS agree as follows:
SECTION 1. TERM OF THE AGREEMENT
a. Term: The term of this Agreement shall begin on July 1, 2018, and shall
continue and remain in full force and effect until it is terminated by either party hereto, as
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hereinafter provided. Upon the termination of this Agreement, if either Party possesses any
property (including outstanding reports) belonging to the other, the Party possessing such
property will list the property and disclose that list to the other Party and will dispose of the
property in the manner the other Party directs, if informed of that direction within a reasonable
time.
b. Termination for Convenience: Either Party may terminate this Agreement, in
whole or in part, at any time by 60 days' written notice to the other Party. Each Party shall be
paid its costs, including contract close-out costs on work performed up to the time of
termination. Each Party shall promptly submit its termination claim to be paid by the other.
C. Termination for Default: If either Party fails to perform in the manner called for in
this Agreement, or fails to comply with any other provisions of this Agreement, the other Party
may terminate this Agreement for default. Termination shall be effected by, first, serving a
written notice of default on the defaulting Party setting forth the manner in which the other is in
default. The alleged defaulting Party will have 30 days to cure the performance defect. If the
default is not cured within that 30-day period, the terminating Party may serve written notice of
immediate termination. The defaulting Party will only be compensated for services performed
in accordance with this Agreement.
1. If it is later determined by the Party giving notice of default that the other
had an excusable reason for not performing, such as strike, fire, or flood, events which are not
the fault of, or are beyond the control of the other, the Party giving notice, after setting up a
new delivery or performance schedule, may allow the alleged defaulting Party to continue
work, or to treat the termination as a termination for convenience.
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2. In the event of termination for default, each Party shall be paid its costs,
including contract close-out costs on work performed up to the time of termination. Each Party
shall promptly submit its termination claim to be paid by the other.
3. Notwithstanding the above, the defaulting party shall not be relieved of
liability to the other party for damages by virtue of any breach of this Agreement.
SECTION 2. COMPENSATION FOR FIXED-ROUTE SERVICE
In consideration for fixed-route public transportation service to be rendered by FRESNO
under the terms of this Agreement, CLOVIS shall compensate FRESNO in the manner
specified in Schedule A, to be billed to CLOVIS on a quarterly basis and due and payable
within 30 calendar days of the respective billing date. To the extent the Parties share fares
that are charged based on fare media that is accepted between both Parties' systems,
including, but not limited to, 31-day passes, ride cards, smart cards, and any other funded fare
media (and excluding transfers), the Parties agree to reconcile the amounts to be shared and
to compensate the other in the manner specified in Schedule B.
SECTION 3. SERVICE REQUIREMENTS
The Parties shall, during the term of this Agreement, provide each to the other the level
of public transportation detailed in Schedule A, or as modified from time to time. The Parties
further agree to provide each other with all necessary transit and ridership data necessary to
perform the obligations assumed pursuant to this Agreement on a quarterly basis, within 30
calendar days of the end of the calendar quarter.
SECTION 4. SYSTEM COORDINATION
FRESNO and CLOVIS shall coordinate respective transit services through scheduling,
exchange of service information, and accepting transfers between systems for free passage
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from one system to another provided the fares are the same, or where the fares differ, the
difference between the fares is to be collected by the Party accepting the transfer.
SECTION 5. TRANSFERS
Each Party shall be responsible for providing pre-printed transfers, capable of being
printed to reflect the date of issue (i.e., month and day) for customers transferring to the other
Party's system, or transfers that are compatible with the Genfare farebox system used by both
the CLOVIS and FRESNO systems. These transfers shall be valid for 90 minutes past the time
cut when presented at a designated transfer point. Both FAX and Stageline drivers shall
accept such valid transfers only at established transfer points. Each Party's drivers shall issue
a transfer to passengers declaring their intent to transfer to the other Party's system.
SECTION 6. BUDGET ESTIMATES
FRESNO agrees to provide CLOVIS with the annual estimated costs for providing fixed-
route service pursuant to Schedule A no later than April 1 st of each year for the following fiscal
year.
SECTION 7. REPORTS
FRESNO shall provide CLOVIS with quarterly reports for boardings and alightings for
fixed-route operations within CLOVIS city limits. The data should be provided as to both daily
and monthly totals. In addition, FRESNO and CLOVIS shall both provide to the other quarterly
reconciliation reports as stated in Schedule B. All such reports shall be provided within 30
calendar days following the end of the quarter.
SECTION 8. SERVICE ADJUSTMENTS
CLOVIS or FRESNO may adjust the services reflected in Schedules A and B, provided
the other Party is notified in writing at least 90 calendar days in advance of any such change,
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subject to any federal or state regulations which may apply, and in accordance with Section 12
of this Agreement.
SECTION 9. INDEMNIFICATION
a. Each Party (Indemnitor) shall defend, indemnify, and hold harmless the other
Party (Indemnitee) and its agents, representatives, officers, directors, employees, members,
affiliates, attorneys, heirs, successors, and assigns (the "Related Parties"), from and against
any and all claims, demands, liabilities, damages, losses, suits and actions, and expenses
(including, but not limited to attorney fees and costs including consultant fees) ("Claim") of any
kind, nature and description directly or indirectly arising out of, connected with, or resulting
from any act, error, omission, negligence, or willful misconduct of the Indemnitor or their
Related Parties', and liabilities of every kind and character whatsoever, which may arise by
reason of any act or omission by Indemnitor or their Related Parties in the performance of or
failure to perform the Indemnitor's obligations under this Agreement, including, but not limited
to the Indemnitor's breach of any of the representations or warranties contained in this
Agreement; provided nothing herein shall constitute a waiver by Indemnitor of governmental
immunities, including, but not limited to, those set forth in the California Government Claims
Act, Government Code sections 810 through 998.3. The obligations of this Section 9 shall
survive any termination or expiration of this Agreement
b. Notwithstanding anything stated herein to the contrary, neither Party shall be
liable to the other for any special, consequential, indirect, or incidental damages, including, but
not limited to, lost profits in connection with this Agreement.
SECTION 10. LIABILITY INSURANCE
a. Without in any way limiting either Party's liability or indemnification obligations
set forth in this Agreement, each Party (Insuring Party) shall secure and maintain, at its own
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cost and expense, for the full term of this Agreement, a broad-form comprehensive coverage
policy of public liability/contractual indemnification insurance issued by an insurance company
acceptable to the other Party (Insured Party) and authorized to issue such insurance in
California, covering the Insured Party, its officers, agents, and employees against loss or
liability caused by or connected with the Insuring Party's transportation operations. Such
insurance shall name the Insured Party, its officers, agents, and employees as "additional
insureds," by certificate or endorsement at the Insured Party's option, showing coverage in
amounts not less than $10,000,000 for combined bodily injury and property damage, with a
maximum deductible of $10,000 per claim or loss, provided that a larger deductible amount
shall be allowed upon demonstration to the Insured Party's satisfaction (or the posting of
security in lieu thereof) of the Insuring Party's ability to meet the larger deductible and/or self-
insurance coverage requirement.
b. The certificate or endorsement shall be delivered to the Insured Party prior to
commencing service hereunder and any subsequent certificate or endorsement shall be
forwarded to the Insured Party promptly upon any change, replacement, rewriting, or renewal.
Upon demand, the Insuring Party shall provide a complete copy of any such policy or policies
of insurance. The certificate or endorsement shall contain a provision that the insurance policy
or policies required by this Agreement may not be canceled for any reason without 30 days'
prior written notice being actually delivered to and received by the Insured Party at the address
listed in this Agreement. Such certificate or endorsement shall also reflect a cross-liability
insurance endorsement acceptable to the Insured Party, including contractual indemnification
coverage as required above.
C. In lieu of a certificate or endorsement reflecting liability insurance policies as
required above, the Insuring Party may provide the Insured Party with a certificate that it elects
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i to self-insure pursuant to the obligations of this Agreement. The Insuring Party's certificate
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shall be in a form acceptable to the Insured Party and shall commit the Insuring Party to
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maintain self-insurance fund of at least $4,000,000 in a separate reserve account to be used
only for self-insurance purposes, including covering the losses specified in Section 9 of this
Agreement.
SECTION 11. AVAILABILITY OF FUNDS
The funds to be used by either Party for annual operating expenses may be grant funds
under various grant agreements between the Party and the State of California, the U.S.
Department of Transportation, Federal Transit Administration and/or others. The availability of
such funds is subject to the control of the grant-giving agency, and should such funds be
encumbered, withdrawn, or otherwise made unavailable, service-level adjustments may be
required. Both Parties agree to meet to discuss funding issues, service levels, and any
potential solutions, prior to implementation of service-level adjustments resulting from loss of
funding.
SECTION 12. AGREEMENT MODIFICATION
The Parties may from time to time require changes in the scope of the services and/or
in the performance of such services. Such changes - including but not limited to: (1) any
change in service levels; (2) any change in the amount of compensation; (3) route or
scheduling modifications; or (4) any other such modifications to which both Parties mutually
agree - may be incorporated as a part of this Agreement when put forth in writing and signed
by both Parties. All terms and conditions specified in this Agreement shall remain in full force
and effect unless otherwise modified in accordance with this Section, or until such time as this
Agreement is terminated by either Party. For the purposes of this Section, the individuals
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authorized to execute documents modifying this Agreement shall be CLOVIS' City Manager or
designee, and FRESNO's Transportation Director or designee.
SECTION 13. ASSIGNMENT
There shall be no assignment by either Party of its rights or obligations under this
Agreement without the prior written approval of the other Party. All obligations under this
Agreement are for the benefit of the Parties and shall be binding upon both Parties and their
respective successors and assigns.
SECTION 14. INSPECTION OF RECORDS
Each Party shall maintain records including, but not limited to, service, transportation
and dispatch reports and all other pertinent records sufficient to reflect properly all expenses
and charges derived from the provision of services pursuant to this Agreement (collectively,
the "Financial Records"). Each Party shall preserve its Financial Records for at least three (3)
years from the last day of the fiscal year from which the expenses and charges were incurred.
Upon at least 14 days' advance written notice from either Party, the other Party shall promptly
give any authorized representative of the requesting Party access to the Financial Records
with respect to all matters covered by this Agreement for purposes of audit and examination
during regular business hours.
SECTION 15. WAIVER
No delay or omission by either Party in exercising any right under this Agreement shall
operate as a waiver of that or any other right, and no single or partial exercise of any right shall
preclude a Party from any or further exercise of any right or remedy.
SECTION 16. AMBIGUITY
The Parties, and each of them, hereby represent that the language contained herein is
to be construed as jointly proposed and jointly accepted, and in the event of any subsequent
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determination of ambiguity, both Parties shall be treated as equally responsible for such
ambiguity.
SECTION 17. PARAGRAPH TITLES
The headings of the paragraphs of this Agreement are for convenience only and shall
not in any way affect the interpretation of any provision or condition of this Agreement.
SECTION 18. EXECUTION OF OTHER DOCUMENTS
The Parties shall cooperate fully in the execution of any and all other documents and in
the completion of any additional actions that may be necessary or appropriate to give full force
and effect to the terms and intent of this Agreement.
SECTION 19. EXECUTION IN COUNTERPARTS
This Agreement may be executed in counterparts such that the signatures may appear
on separate signature pages. A copy, facsimile, or an original, with all signatures appended
together, shall be deemed a fully executed agreement. Copies of signatures shall have the
same force and effect as original signatures.
SECTION 20. GOVERNING LAW
This Agreement shall be governed by, and construed and enforced in accordance with,
the laws of the State of California, excluding its choice of law rules. Venue for purposes of the
filing of any action regarding the enforcement or interpretation of this Agreement and any
rights and duties hereunder shall be in Fresno, California.
SECTION 21. SEVERABILITY
If any provision of this Agreement is held invalid, void or unenforceable by a court of
competent jurisdiction, but the remainder of the Agreement can be enforced without failure of
material consideration to either Party, then this Agreement shall not be affected and it shall
remain in full force and effect, unless amended or modified by mutual consent of the Parties;
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provided, however, that if the invalidity or unenforceability of any provision of this Agreement
results in a material failure of consideration, then the Party adversely affected thereby shall
have the right in its sole discretion to terminate this Agreement upon providing written notice of
such termination to the other Party.
SECTION 22. ATTORNEY'S FEES
If either Party commences any proceeding or legal action to enforce any term, covenant
or condition of this Agreement, the prevailing Party in such a proceeding or action shall be
entitled to recover from the other Party reasonable attorney's fees and legal expenses.
SECTION 23. NOTICES
Any notices hereunder to the respective Parties shall be deemed delivered if given in
writing, mailed with postage prepaid, addressed to the respective Party at the address given
below or at such other address as the Parties may from time to time designate by written
notice:
CITY OF FRESNO: CITY OF CLOVIS:
Gregory Barfield Luke Serpa
Interim Transportation Director City Manager
2223 "G" Street 1033 Fifth Street
Fresno, CA 93706 Clovis, CA 93612
SECTION 24. EXTENT OF AGREEMENT
This Agreement represents the entire, integrated agreement between the parties and
supersedes all prior negotiations, representations, or agreements, either written or oral.
[SIGNATURES FOLLOW ON THE NEXT PAGE.]
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IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed as o
the day, month, and year first written above.
CITY OF CLOVIS CITY OF FRESNO
By: By: -3'N
ke S&Wabty Manager Gregor arfield, Interim Transportation
Director
ATTEST: ATTEST:
John Holt Yvonne Spence
City Clerk City Clerk
- - By: C"� X131 4
Date
Deputy
CzA44f-
APPROVED AS TO FORM: APPROVED AS TO FORM:
David J. Wolfe Douglas T. Sloan
City Attorney City Attorney
By: �' f.�r/ By- 1 ZI
OandlonM.ACollet Date
Senior Deputy City Attorney
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WAD00)CLEAN.docx
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AGREEMENT TO PROVIDE TRANSIT SERVICE
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Schedule A
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FRESNO shall provide thirty- (30-) minute headway, fixed-route service on Shaw Avenue in
CLOVIS from the city limit between FRESNO and CLOVIS, east to Sunnyside Avenue,
returning on Hoblitt and Cole Avenues to westbound Shaw Avenue.
FRESNO will provide weekday service from 6:29 a.m. to 7:29 p.m. and weekend service from
7:57 a.m. to 3:40 p.m. The following holidays are excluded from FRESNO's fixed-route service
obligations: Thanksgiving Day and Christmas Day. Reduced service is provided on the
following holidays: New Year's Day, Martin Luther King Jr. Day, President's Day, Memorial Day,
Independence Day, Labor Day, Veterans Day, the day after Thanksgiving, and Christmas Eve.
The cost of FRESNO's fixed-route service provided to CLOVIS under this Agreement will be
calculated based on scheduled route hours and miles. The following methodology shall be used
to calculate the annual service cost for FRESNO's fixed-route transit services in CLOVIS:
Cost of Route Hours:
Based on the FRESNO budget estimates provided pursuant to Section 6 of the Agreement,
calculate the "Cost per Hour" as follows:
• Using FRESNO's Operation Division's budget, determine the estimated budgeted
incremental costs.
o Start with total Operations
Di vision Employee Services budget
o Deduct all Non-Driver Employee Services costs.
• The difference between the two is the "Net Employee Services Cost."
• Multiply the Net Employee Services Cost by the number of revenue service driver pay
hours budgeted for the fiscal year.
• The result of that computation is the Cost per Hour.
• The Cost per Hour is then multiplied by the total number of service hours estimated for
this Agreement for the fiscal year to establish the annual "Cost of Route Hours."
Cost of Route Miles:
Based on the FRESNO budget estimates provided pursuant to Section 6 of the Agreement,
calculate the "Cost per Mile" by determining the total "Direct Vehicle and Operations
Maintenance Costs" by adding up the following line items:
Hazardous Waste Management (Acct. 53401); Outside Repair, Maint. & Service - Bldg.
(Acct 54301); Outside Repair and Maint/Vehicles (Acct. 54304); Outside Repair and
Maint./Equip (Acct 54305); Computer Software (Acct. 56110); Materials and Parts/Vehicles
(Acct. 56115); Materials and Parts/Equipment (Acct 56116); Inventory (Acct. 56121);
Materials & Supplies — Tires (Acct. 56124); Lubricating Oils and Fuels (Acct. 56240); Diesel
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Fuel (Acct. 56261); Alternative Fuel (Acct. 56262); and Taxes and Bond Premiums (Acct.
58010).
■ Divide the total Direct Vehicle and Operations Maintenance Cost by the number of
vehicle operating miles (including deadhead time, road calls, road tests, etc.) budgeted
for the fiscal year.
• The result of that computation is the "Cost per Mile."
The Cost per Mile is then multiplied by the total number of service miles estimated for
this Agreement for the fiscal year to establish the annual "Cost of Route Miles."
The "Total Cost of Services" for the fiscal year is the sum of the annual Cost of Route
Hours plus the annual Cost of Route Miles.
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RECONCILIATION OF TRANSIT SERVICE FARES
Schedule B
FRESNO and CLOVIS agree to accept all fare media from the other Party. To the extent that
one Party provided greater service during a year to the holders of the other Party's fare media
as determined by the number of rides provided, the Parties shall reconcile an amount owed to
the Party that provided the greater number of rides.
The fares shall be reconciled in the following manner:
(1) Quarterly, each Party will provide to the other the following reporting data:
(a) CLOVIS will provide to FRESNO an accounting of all ridership using FRESNO fare
media on CLOVIS vehicles.
(b) FRESNO will provide to CLOVIS an accounting of all ridership using CLOVIS fare media
on FRESNO vehicles.
(c) The determination of which Party's fare media was used will be based on the agency
code of the fare media. Each report shall be divided into the specific fare type (e.g., 31-
day pass, 10-ride card, transfer, etc.)
(d) Transfers, which are free to riders in both transit systems, are not subject to the
reconciliation.
(2) Reconciliation: When comparing the ridership and fare media data between item (1)(a) and
(1)(b) above, the smaller number of rides will be deducted from the larger number of rides. The
difference in the number of the rides shall by multiplied by a per-ride fare rate and paid to the
Party that provided the larger number of rides during the fiscal quarter. The per-ride fare to be
paid will equal ninety percent (90%) of the non-discounted cash fare for a single ride.
EXAMPLE:
• FRESNO provided 2000 rides to passengers who used CLOVIS passes during the
quarter.
• CLOVIS provided 5000 rides to passengers who used FRESNO passes during the
quarter.
• Deduct the 2000 FRESNO rides from the 5000 CLOVIS rides, for a difference of 3000
rides.
■ The non-discounted cash fare is $1.25 per ride. Ninety percent (90%) of the non-
discounted cash fare is $1.13.
• Multiply the 3000 rides by the per-ride reconciliation fare of$1.13 for a total of$3390.00.
• In this example, FRESNO would owe CLOVIS $3390.00 for the quarter.
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