COOPERATIVE AGREEMENT FY 2004/05 VENTURA INTERCITY SERVICE TRANSIT AUTHORITY (VISTA) CONEJO CONNECTION This Agreement is made and entered into by the City of Calabasas (Calabasas) and the Ventura County Transportation Commission (VCTC). Section 1: Purpose The purpose of this Agreement is for the City of Calabasas and the VCTC to cooperatively provide transit service within the service area outlined in Attachment A, and for VCTC to contract for and administer such service. The service is intended to provide a convenient public transit alternate to the automobile for commuters traveling the congested 101 freeway corridor to work in the Warner Center Area, including portions of the City of Calabasas. Section 2: Name The name of the service to be provided pursuant to this Agreement shall be the CONEJO CONNECTION. Section 3: Funding The service is to be funded to the maximum extent practicable with federal Section 5307 (49 U.S.C.) funds (formerly Section 9) as approved by the VCTC and the Federal Transit Administration (FTA). Local match for the Federal funding will also be provided by the Cities of Thousand Oaks, Camarillo, Oxnard and Calabasas. The City of Los Angeles shall also be encouraged to participate in the funding. The City of Calabasas share of the local match for FY 2004-05 will be $8,000. Section 4: Administration VCTC will act as the administrator of the Conejo Connection Service. The responsibilities of VCTC with respect to the administration of the Conejo Connection Service are as follows: Grant Funding: As Designated Recipient and Grantee, prepare, submit, obtain approval for federal Section 5307 funding. National Transit Database Data Collection: FTA requires that transit operators collect and report on ridership, operating data and other system characteristics. This data is used by FTA in allocating federal Section 5307 funds. This data will be collected either by the Automated Passenger Counters (APC) component of the Smartcard system, or by VCTC providing part-time personnel to ride on the buses in the FTA-prescribed manner, collecting and processing the data and submitting the information to FTA for review. FTA Quarterly Reports: VCTC, as the Designated Recipient, is responsible for submitting quarterly financial reports to FTA. VCTC shall also prepare quarterly project status reports describing the activities which occurred during the preceding quarter, all financial transactions which occurred, including farebox and other revenue (SMARTCARD, tokens, donations), all expenditures and the
Cooperative Agreement FY 2004/05 page 2 type of funds used, staff hours expended on activities, and projected activities for the following quarter. Operating Costs: Fare revenues, including monthly pass receipts and any passenger contributions collected from specific establishments being served will be used to defray operating costs. Fare revenues will be compared to actual ridership counts on vehicles to assure accurate ridership assessment. Payments to the Contractor: VCTC is responsible for processing monthly payments to the transit contractor. This involves reviewing the contractor's bills for accuracy and electronic draw down of federal funds and payment to the contractor. Farebox/Local Share/Pass Sales/Deposits/Reporting: VCTC is responsible for collecting the local shares from the City of Los Angeles and other funding partners, collecting farebox revenues from the transit contractor and depositing the funds into a revenue account. Bus Schedules: VCTC is responsible for coordinating schedules for VISTA routes. Schedules must be updated as route and fare changes occur. Schedules may also be changed for special conditions, events and holidays. VCTC is responsible to notify the Dial-A-Route Center of any changes as well as print and distribute new schedules countywide. Community Advertising/Public Awareness: VCTC is responsible for providing public outreach for VISTA with community agencies, organizations and schools about service available during the year. VCTC will develop and produce promotional materials and media buys for print, radio and TV, within adopted budgetary constraints. Contractor Relations: VCTC will maintain an awareness of the contractor s staff, equipment, maintenance practices and safety training to assess the service and route. VCTC will monitor contractor performance to ensure the requirements of the contract such as hours of service, days of operation, etc., are met. VCTC will obtain certificates of insurance. VCTC will inform the contractor of special programs VISTA offers such as the Metrolink pass. VCTC will handle all contractor complaints. Customer Relations: VCTC will respond to customer comments and complaints in a timely manner. On-Board Survey(s): VCTC will develop, conduct and tabulate at least one onboard survey. Accounting: VCTC will monitor and reconcile funds in the bank accounts and prepare monthly financial statements. VCTC will reconcile receipts from the contractor, token and pass sales. VCTC will electronically draw down federal funds to combine with the correct local match to pay bills.
Cooperative Agreement FY 2004/05 page 3 Audits: VCTC will have the VISTA service accounting records audited by an independent CPA firm as part of the VCTC annual fiscal audit. RFP/Contract Preparation: VCTC will prepare an RFP to solicit the transit contractor and negotiate the contract when the approved contract expires or is terminated. Section 5: Term The term of this Agreement shall be for one year beginning July 1, 2004 and ending on June 30, 2005. The Agreement may be extended by mutual consent of all parties. From the time that the financial participating agencies agree to discontinue the service, VCTC will provide passengers with a 30-60 day notice period, as appropriate, prior to discontinuing service. Section 6: Evaluation of Service VCTC will provide the participating agencies with quarterly reports about operations, as shown on Attachment B. Section 7: Coordination of Services with Los Angeles Metropolitan Transportation Authority. When a stable funding commitment with the City of Los Angeles is established, the VCTC agrees, in concept, to accept MTA passes and interagency transfers for riders boarding in Warner Center and destined for work opportunities in Ventura County, pending negotiations with MTA on a pass reimbursement agreement. VCTC and the LA DOT will work with MTA to develop and execute a pass reimbursement agreement for the Conejo Connection. Section 8: Contract Arrangements VCTC, as the Designated Recipient, will sign and monitor the contract. The financially participating local agencies (individually when referred to herein as the Indemnifying Party(s) shall indemnify, protect, defend and hold each of the other parties and VCTC, their officers, employees and agents harmless from all liability, claims or damages arising out of, caused by, or resulting from, the Indemnifying Party s negligence in performing its obligations pursuant to this Agreement. VCTC shall indemnify, protect, defend and hold each of the other financial participating agencies and its officers, employees and agents harmless from all liability, claims or damages arising out of, caused by, or resulting from VCTC s negligence in performing its obligations pursuant to this Agreement. Any contract for operation of a VISTA route pursuant to this Agreement shall provide that the contractor indemnify, protect, defend and hold harmless VCTC, its officers and employees from all liability, claims or damages arising out of, caused by, or resulting from, the contractor s performance of its obligations pursuant to this Agreement and such contract. VCTC shall require the contractor to indemnify and hold harmless the City of Los Angeles and other financially participating local agencies, their officers, agents and
Cooperative Agreement FY 2004/05 page 4 employees from all liability, costs, damages or expenses, including attorney's fees, arising out of or incurred in connection with the performance of the contract services, and the contract will require the contractor, at the contractor s cost, expense and risk, to defend any and all resulting actions, suits, or other legal proceedings brought or instituted against any or all of the financially participating local agencies arising out of the contract services, and to pay and satisfy any resulting judgments, and shall provide to each of the financial participating agencies insurance policies covering the contractor s activities, including general liability and automobile liability with policy limits of not less than $2 million combined single limit for general coverage and $10 million combined single limit for automobile liability coverage. Contractor s insurance shall be with an insurer admitted by the State of California and rated B+VII or better in Best s Insurance Guide. Each such policy shall be endorsed to include each of the financially participating local agencies as an additional insured. Each of the financial participating agencies shall receive a separate endorsement page naming that financial participating agencies as an additional insured. Section 9: Beneficiaries of Agreement This Agreement is for the sole benefit of the parties hereto and no individual, organization, group, firm, or other entity shall have any claim for benefits hereunder. Section 10: Changes to Agreement Any changes to this Agreement must be approved by the City of Los Angeles and the VCTC, either by the policy board action or by staff with appropriate authority delegated to them. Section 11: Counterparts This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and will become effective and binding upon the parties at such time as both signatories hereto have signed a counterpart of this Agreement. Section 12: Notices or Notification Any notice required to be given in writing under this Agreement, or other notifications, shall be given to the parties at the following addresses: CITY OF CALABASAS 26135 Mureau Road Calabasas, CA 91302-3172 VENTURA COUNTY TRANSPORTATION COMMISSION Executive Director Ventura County Transportation Commission 950 County Square Drive - Suite 207 Ventura, CA 93003 In witness whereof, the parties hereto have executed this Agreement on the dates stated below. Executed for:
Cooperative Agreement FY 2004/05 page 5 CITY OF CALABASAS By City Of Calabasas Approved as to Form and Legality: By City Attorney VENTURA COUNTY TRANSPORTATION COMMISSION By Executive Director By Counsel
Cooperative Agreement FY 2004/05 page 6 Attachment A ROUTE AND SERVICE DESCRIPTION The following is a general description of the VISTA-Conejo Connection Service, and may be revised and/or adjusted during the fiscal year by agreement of the financially participating agencies. The VISTA-Conejo Connection Service is an intercity, fixed route express bus service in Ventura County and Western Los Angeles County. The route will include stops at Warner Center, Agoura Road in the vicinity of Las Virgenes Road and Los Hills Road, the Thousand Oaks Transportation Center, West Thousand Oaks, the Las Posas Hwy 101 Caltrans Park and Ride Lot, the Esplanade Mall, and the Oxnard Transportation Center. Off-peak return trips will stop at employment destinations and activity centers in Ventura County, including, but not limited to Pardee Plaza and Camarillo Metrolink Station, Service will operate two round trips from Oxnard to Warner Center in the morning peak period, and two round trips from Warner Center to Oxnard in the afternoon peak period. The schedule will be arranged to provide timed transfers with local and intercounty transit providers such as the Thousand Oaks Transit, the VISTA HWY 101 service, the VISTA EAST service, the Camarillo CSUCI shuttle, and the South Coast Area Transit (SCAT) agency. Conejo Connection one-way passenger fares are: $2 for adults between 21 and 61 years of age; $2 for youth aged 6 to 20 years; and $1 for seniors aged 62 years and older and persons with disabilities. Children 5 years and under ride free if accompanied by fare paying adult. The GOVENTURA SmartCard fares are: adults $75; youth $75; seniors and persons with disabilities $35. Purchased monthly, this passport is valid for unlimited trips on all Ventura County fixed-route public bus systems.
Cooperative Agreement FY 2004/05 page 7 Attachment B PERFORMANCE REPORTING On a quarterly basis, VCTC will calculate and provide operating statistics and performance indicators for Weekday service, for monthly, quarterly and total year-to date periods, to include: Farebox Revenues Farebox Recovery Ratio* Contractor Operating Costs Administration Costs Total Adjusted Operating Costs Passengers Total Cost per Passenger Vehicle Service Hours Total Operating Cost per Vehicle Service Hour Passengers per Vehicle Service Hour Total Hours Vehicle Service Miles Passengers per Vehicle Service Mile Total Miles * Farebox Recovery Ratios shown will be the adjusted ratio so that all transit systems may be compared equally. For all VISTA contract services, this means that operating costs equal the sum of operating and maintenance costs contained in each contract, or, conversely, contract costs minus all capital costs.