HomeMy WebLinkAboutResolution 2014-156 N.C.S. 10/06/2014Resolution No. 2014-156 N.C.S.
of the City of Petaluma, California
AUTHORIZING THE CITY MANAGER TO EXECUTE
MTC'S SUPPLEMENTAL AGREEMENT TO CLIPPER°
MEMORANDUM OF UNDERSTANDING, ADDING CITY OF
PETALUMA TO THE CLIPPER FARE COLLECTION SYSTEM
WHEREAS, Clipper'" is an automated fare payment system for intra- and inter -operator
transit trips in the San Francisco Bay Area that has been implemented and is currently being
operated on various Bay Area transit systems; and.
WHEREAS, the Metropolitan Transportation Commission (MTC) has entered into a
contract ("the Clipper Contract") with Cubic Transportation Systems, Inc. ("Clipper`s'
Contractor") to operate and maintain Clippers" through November 2, 2019; and,
WHEREAS, MTC, Alameda -Contra Costa Transit District ("AC Transit"); Golden Gate
Bridge Highway and Transportation District ("GGBHTD"); the San Francisco Bay Area Rapid
'Transit District (°"BART"); the City and County of San Francisco, acting by and through its
Municipal Transportation Agency ("MTA"); the San Mateo County Transit District
("SamTrans"); the Santa Clara Valley Transportation Authority ("VTA"); the Peninsula Corridor
Joint Powers Board ("Caltrain" ); and the Water Emergency Transportation Authority (`WETA")
(collectively, the "Clipper' Operators") have entered into the Clipper` Memorandum of
Understanding ("MOU") to identify their obligations relative to the implementation, operation,
maintenance of the Clipper°" program, including payment of operating fees due the Clipper"'
Contractor; and,
WHEREAS, Article III of the MOU permits MTC to accept additional Bay Area transit
operators into the Clipper" program by means of a supplemental agreement with MTC, on behalf
of itself and the Clipper'L` Operators, provided that MTC has issued a Change Notice to the
Clipper1' Contractor covering the work required to accept such operator into the system; and,
WHEREAS, MTC has issued such Change Notice to the Clipper° Contractor for the
City of Petaluma,- and,
Resolution No. 2014-156 N.C.S. Page I
WHEREAS, City of Petaluma wishes to participate in the Clipper" program and
understands that agreement to abide by the terms and conditions of the MOU is a condition of
such participation.
NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Petaluma
hereby authorizes the City Manager to execute the Supplemental Agreement to the Clipper
Memorandum of Understanding, agreeing to be bound by the terms and conditions of the MOU,
a copy of which is attached to this Agreement and incorporated in full.
t IOder the power and authority contented upon this Council by the Charter ol'said City.
REFERENCE: I hereby certirp the foregoing Resolution was introduced and adopted by the Approvedius to
Council of the City of Petaluma at a Regular meeting on the 6°i day orOctober, form:
201.1, by the following vole: 1
AYES: Albertson, Barrett, Muvor Glass, Harris, Ileuly, Vice Mayor Kearney, Miller
NOES: None
ABSENT: None
ABSTAIN:
ATTEST:
Resolution No. 2014-156 N.C.S. Page 2
nXfnua E1
SUPPLEMENTAL AGREEMENT to
CLIPPER MEMORANDUM OF UNDERSTANDING
This Supplemental Agreement to the Clipper' Memorandum of Understanding ("MOU"), dated November 20,
2011. as amended December 1, 2011 and June 30, 2013, is made and entered into by and between the City of
Petaluma ("New Clipper Operator") and the Metropolitan Transportation Commission ("MTC"). The
following transit operators participating in the Clipper' program (referred to herein as "Operator" or
"Operators") are parties to the MOU:
Alameda -Contra Costa Transit District ("AC Transit"): Golden Gate Bridge Highway and Transportation
District ('`GGBHTD"); the San Francisco Bay Area Rapid Transit District ("KART"): the City and County of
San Francisco, acting by and through its Municipal Transportation Agency ("MTA" ); the San Mateo County
Transit District ("SamTrans"); the Santa Clara Valley Transportation Authority ("VTA"); the Peninsula
Corridor Joint Powers Board ("Caltrain" ): the San Francisco Bay Area Water Emergency Transportation
Authority ("WETA" ); and any other transit operators that enter into a Supplemental Agreement to the MOU for
the purposes of implementing Clipper.
The "Effective Date' shall be the date signed by both MTC and the New Clipper' Operator.
Recitals
Clippertl1 is an automated fare payment system for intra- and inter -operator transit trips in the San
Francisco Bay Area that has been implemented and is currently being operated on Operators' transit
systems; and
2. MTC has entered into a contract (the "Clipper' Contract") with Cubic Transportation Systems, Inc.
("Clippers Contractor") to operate and maintain Clipper' through November 2, 2019; and
3. MTC and the Operators have entered into the MOU to identify their obligations relative to the
implementation, operation, maintenance of the Clipper" program, including payment of operating fees
due the Clipper Contractor; and
4. Article III of the MOU permits MTC to accept additional Bay Area transit operators into the Clipper'
program by means of a supplemental agreement with MTC, provided that MTC has issued a Change
Notice to the Clipper'" Contractor covering the work required to accept such operator into the system;
and
5. MTC has issued such Change Notice in relation to the New Clipper' Operator; and
6. The New Clipper' Operator wishes to participate in the Clipper` program and understands that
agreement to abide by the terms and conditions of the MOU, as it may be amended from time to time
by MTC and the Operators, is a condition of such participation;
NOW THEREFORE, the parties agree as follows:
The New Clipper'" Operator agrees to be bound by the terms and conditions of the MOU, a copy of
which is attached to this Agreement and incorporated in full, including without limitation the cost and
revenue allocation agreement set forth in Appendix; B.
2. MTC hereby enters into this Supplemental Agreement with the New Clipper" Operator as a condition of
the New Clipper" Operator's participation in the Clipper' program.
Resolution No. 2014-156 N.C.S. Page 3
3. The New Clipper`' Operator understands that MTC and the Operators may amend the MOU from time to
time, and its agreement to abide by the terms and conditions of such amendment is a condition of its
participation in the Clipper" program. MTC agrees to provide the New Clipper' Operator with copies of
any such amendments, which shall be incorporated into this Supplemental Agreement by amendment.
IN WITNESS WHEREOF, the parties have signed the Supplemental Agreement.
CITY OF PETALUMA
By: John Brown, City Manager
Date
METROPOLITAN TRANSPORTATION
COMMISSION
By Steve Heminger, Executive Director
Approved as to Form:
Legal Counsel
Approved as to Form:
Adrienne D. Weil
Resolution No. 2014-156 N.C.& Page 4
Exhibit B
MEMORANDUM OF UNDERSTANDING
REGARDING OPERATIONS AND MAINTENANCE OF
CLIPPERS"' FARE COLLECTION SYSTEM
This Clippers" Memorandum of Understanding ("MOU") is entered into as of the date on which
all Parties listed below have signed the MOU ("Effective Date"), by and among the Metropolitan
Transportation Commission ("MTC") and the following transit operators participating in the
ClippersM program (referred to herein as "Operator" or "Operators"):
Alameda -Contra Costa Transit District ("AC Transit"); Golden Gate Bridge Highway and
Transportation District ("GGBHTD"); the San Francisco Bay Area Rapid Transit District
(`KART"); the City and County of San Francisco, acting by and through its Municipal
Transportation Agency ("MTA"); the San Mateo County Transit District ("SamTrans"); the
Santa Clara Valley Transportation Authority ("VTA"); the Peninsula Corridor Joint Powers
Board ("Caltrain"); and any other transit operators that implement Clipper and execute this MOU
after the Effective Date.
MTC and the Operators are referred to herein as "the Parties" or individually, as a "Party".
Recitals
I. Clippers"' (formerly TransLinko) is an automated fare payment system for intra- and
inter -operator transit trips in the San Francisco Bay Area that has been implemented and
is currently being operated on Operators' transit systems.
2. MTC has entered into a contract ("the Clippers' Contract") with Cubic Transportation
Systems, Inc. ("ClippersM Contractor") to operate and maintain ClippersM through
November 2, 2019.
3. On December 12, 2003, MTC and six of the Operators entered into an interagency
participation agreement ("IPA") to create a forum for joint agency decision -making
called the TransLinO Consortium to work towards the successful implementation of
Clipper"', which agreement was terminated by the Consortium as of the Effective Date.
4, The IPA included provisions assigning responsibilities to MTC and the Operators relative
to the implementation, operation and maintenance of the program, including the payment
of the operating fees due the ClippersM Contractor.
5. MTC and the Operators now wish to agree to their continuing obligations to ensure the
successful operation and maintenance of ClippersM.
Resolution No. 2014-156 N.C.S. Page 5
ATTACHMENTA
Article I
Operator Responsibilities
Each Operator that is a signatory to this MOU agrees to:
A. Implement and operate the Clippers" fare payment system in accordance with the
Clippers" Operating Rules, as adopted and amended from time to time by MTC,
consistent with the consultation and approval process set forth in Appendix A,
Process for Amending Clippers" Operating Rules, attached hereto and
incorporated herein by this reference. The Clippers" Operating Rules establish
operating parameters and procedures for the consistent and efficient operation of
Clippers" throughout the region and the current version is available on MTC's
website at http://www.mtc.ca.ggv/planning/tci�/.
B. Pay its share of Clippers' costs, according to Appendix B, Clippers" Cost and
Revenue Allocationattached hereto and incorporated herein by this reference.
Notwithstanding any contrary survival provisions of the IPA, Appendix B shall
supersede Appendix A to the IPA, as of the Effective Date. Changes to Appendix
B require an amendment to the MOU in accordance with Article VIII.A.
C. Make its facilities and staff available to MTC and the Clippers' Contractor for
implementation and operation of Clippers". Any Operator and MTC may agree to
an operator -specific implementation plan, setting forth specific requirements
regarding implementation and operation of Clippers" for such Operator.
D. Make determinations regarding the placement of Clippers" equipment on the
Operator's facilities and equipment; perform necessary site preparation; attend
Clippers" Contractor training on the use of the Clippers" equipment; and provide
training to employees using the equipment.
E. Accept transfer of ownership of equipment one year following Conditional
Acceptance by each Operator, as defined in Section 8.3 of the Clippers" Contract
(or for Phase 3 or other new Operators one year following Acceptance, as
established by contract change order.) Maintain and track a list of all equipment
in accordance with Federal Transit Administration requirements.
F. Participate in periodic reviews of the cost and revenue allocation formula in
Appendix B.1, to support fairness among Operators and to accommodate changes
in shared operation costs.
Article 11
MTC Responsibilities
MTC agrees to:
A. Operate the Clippers" fare payment system on behalf of the Operators and carry
out the duties and responsibilities of contracting agency for the Clippers"
Contractor through the Term of the Clipper Contract.
Resolution No. 2014-156 N.C.S. Page 6
ATTACHMENT A
B. Notify and consult with the Operators concerning changes to the Operating Rules
affecting Operator Roles and Responsibilities, consistent with the process
described in Appendix A.
C. Fund a portion of the Clippers" operating and maintenance costs, as set forth in
Appendix B.
D. Transfer ownership of capital equipment to each Operator receiving such
equipment one year following Conditional Acceptance of such equipment under
the Clipper$" Contract as defined in Section 8.3 of the Clippers" Contract (or for
Phase 3 or other new Operators, one year following Acceptance, as established by
contract change order), in accordance with FTA requirements.
E. Provide regular updates (at least quarterly) on the Clippers' program to the
Operators.
F. Support the Operators with respect to Article I.F, by providing system data
affecting the cost allocation formula.
G. Hold and manage the Clippers" bank accounts and act as an agency in trust for the
benefit of the cardholders for funds deposited by the cardholders for the ultimate
use with the Operators and for the benefit of the Operators for funds due to
Operators until dispersed to such Operators.
H. Retain all books, papers, records, documents, and other materials pertaining to its
responsibilities under Appendix B ("the Materials") in accordance with federal
grant and audit requirements and generally accepted accounting principles and
make the Materials available to Operators upon request through reasonable means
and at reasonable times. Operators may request that Materials be made available
for the most recently closed fiscal year during the Term and for up to one year
thereafter; provided, however, that nothing in this Article II.Ifis intended to limit
an Operator's rights to obtain records under the California Public Records Act
(Government Code Section 6250 et seg)
I. Conduct an annual contract compliance audit covering MTC revenue collection
and allocation and cost allocation responsibilities under the MOU and provide a
copy of the complete audit report to all Operators upon conclusion of each such
annual audit.
Article III
New Operator Participants
Any Bay Area transit operator not a Party to this Agreement must agree to the terms of the MOU
then in effect as a condition of implementing Clippers", by entering into a supplemental
agreement with MTC. Signature by the other Parties to the MOU is not required. MTC agrees
that it will not enter into a supplemental agreement with a particular operator prior to the
issuance of a Change Notice to the Clippers' Contract covering the work required to accept such
operator into the system. MTC agrees to provide the other Parties to the MOU with written
notice of each supplemental agreement.
Resolution No. 2014-156 N.C.S. Page 7
ATTACHMENT
Article IV
Indemnification
A. Mutual Indemnification. No Party to this MOU (including any of its directors,
commissioners, officers, agents or employees) shall be responsible for any
damage or liability occurring by reason of anything done or omitted to be done by
any other Party under or in connection with this Agreement. Pursuant to
Government Code Section 895.4, each Party agrees to fully indemnify and hold
other Parties harmless from any liability imposed for injury (as defined by
Government Code Section 810.8) occurring by reason of anything done or
omitted to be done by such indemnifying Party under or in connection with this
Agreement and for which such indemnifying Party would otherwise be liable.
B. MTC Indemnification of Operators. Notwithstanding the provisions of
Subsection A above, MTC shall indemnify, hold harmless, and defend the
Operators from any and all claims or liability resulting from any action or inaction
on the part of MTC relating to the Clippers' Contract or from its failure to carry
out its responsibilities under Article II of this MOU. This indemnification covers
action or inaction on the part of MTC relating to the Clippers" Contract prior to
the Effective Date of the MOU.
C. Operator Indemnification of MTC. Notwithstanding the provisions of Subsection
A above, each Operator shall indemnify, hold harmless, and defend MTC from
any and all claims or liability resulting from any action or inaction on the part of
such Operator relating to its responsibilities under Article I of this MOU.
Article V
Term and Termination/Withdrawal
A. Term. The term of the MOU shall begin upon the Effective Date and continue
through November 2, 2019 ("the Term"), unless terminated by written agreement
of the Parties or as provided in Article V.B below.
B. Withdrawal. A Party to the MOU may withdraw from the MOU by two hundred
forty (240) day advance written notice to all current signatory to the MOU.
Articles IV and VI and Appendices B and C shall survive a Parry's withdrawal
from the MOU.
Article VI
Dispute Resolution
The Parties agree to abide by the dispute resolution procedures in Appendix C, Dime
Resolution, attached hereto and incorporated herein by this reference, to resolve disputes
between or among Parties to the MOU.
Resolution No. 2014-156 N.C.S. Page 8
ATTACHMENT A
Article VII
Changed Circumstances
Any Party may initiate informal discussions among the Parties concerning the provisions of this
MOU, based on its assessment that changes in technology or other factors external to the MOU
or the Clippers" Contract indicate that it would be in the best interests of one or more Parties to
consider revisions to the MOU. If a majority of Parties agree, the Parties will then jointly
evaluate the changed circumstances to determine what, if any, revisions to the MOU are
necessary or desirable. Any agreed -upon changes would require an amendment to the MOU
approved by all Parties.
Article VIII
General Provisions
A. The entire Agreement between and among the Parties is contained herein, and no
change in or modification, termination or discharge of this MOU shall be valid or
enforceable unless it is approved by the Parties and made in writing and signed by
the Parties.
B. Headings in this MOU are for convenience only and not intended to define,
interpret or limit the terms and conditions herein.
C. This MOU may be executed in one or more counterpart, each of which shall be
considered an original and all of which shall constitute a single instrument.
D. This MOU is intended for the sole benefit of the Parties and is not intended to nor
shall be construed to confer any benefit or create any right in any third party.
E. Appendix D, Special Provisionsattached hereto and incorporated herein by this
reference, sets forth the terms and conditions required by the City and County of
San Francisco in any contracts or agreements entered into by them.
F. If any provision of this MOU or the application thereof to any person, entity or
circumstance shall, to any extent, be invalid or unenforceable, the remainder of
this MOU, or the application of such provision to persons, entities or
circumstances, other than those as to which it is invalid or unenforceable, shall
not be affected thereby, and each other provision of this MOU shall be valid and
be enforceable to the fullest extent permitted by law.
G. Notices provided under the MOU shall be provided to the individuals listed in
Appendix E, Notices, attached hereto and incorporated herein by this reference.
Each Party to the MOU is responsible for notifying other Parties of a change in
the individual designated to receive notices in writing. Changes to Appendix E
may be made by any Party without an amendment to this MOU. MTC will
distribute to every other Party the notice information of new Parties to the MOU
added pursuant to Article III.
H. This MOU supersedes and replaces the IPA or, if the TransLinko Consortium has
been terminated by its members, the surviving provisions of the IPA.
Resolution No. 2014-156 N.C.S. Page 9
ATTACHMENTA
IN WITNESS WHEREOF, this MOU has been duly authorized and executed by the Parties
hereto on the dates specified below.
Metropolitan Transportation_Commission Approved as to Form:
Steve Heminge-r Executive Director
/ Melanie J. Yorgafi V
/
Deputy Ge era ounsel
Date: (� ( /� 6
Alameda Contra Costa Transit District
Approved as to Form:
Mary King, Interim General Manager
Ken Scheidig, General Counsel
Date:
Golden Gate Bridge Highway and Transportation
District
Approved as to Form:
Celia G. Kupersmith, General Manager
David J. Miller
General Counsel
Date:
San Francisco Bay Area Rapid Transit District
Approved as to Form:
Office of the General Counsel
Dorothy Dogger, General Manager
Matt Burrows
General Counsel
Date:
City and County of San Francisco
Approved as to Form:
Municipal Transportation Agency
Dennis J. Herrera, City Attorney
Nathaniel P. Ford Sr.
Robin M. Reitzes
Executive Director/CEO
Deputy City Attorney
Date:
Resolution No. 2014-156 N.C.S. Page 10
F"iZED]:Ikydgk,l/_\
IN WITNESS WHEREOF, this MOU has been duly authorized and executed by the Parties
hereto on the dates specified below.
Metropolitan Transportation Commission
Steve Heminger, Executive Director
Date:
Alameda Contra Costa Transit District
Mary K' ,Interim General ager
Date: —2 �d
Golden Gate Bridge Highway and Transportation
District
Celia G. Kupersmith, General Manager
Date:
Approved as to Form:
Melanie J. Morgan
Deputy General Counsel
Approved as to Form:
S8, -i F.ee
en Scheidig, General Cgnsel%3
Approved as to Form:
David J. Miller
General Counsel
San Francisco Bay Area Rapid Transit District Approved as to Form:
Office of the General Counsel
Dorothy Dogger, General Manager
Date:
City and County of San Francisco
Municipal Transportation Agency
Nathaniel P. Ford Sr.
Executive Director/CEO
Date:
Matt Burrows
General Counsel
Approved as to Form:
Dennis J. Herrera, City Attorney
Robin M. Reitzes
Deputy City Attorney
Resolution No. 2014-156 N.C.S. Page I I
U 0Me]:RVAIq,lrI
IN WITNESS WHEREOF, this MOU has been duly authorized and executed by the Parties
hereto on the dates specified below.
Metropolitan Transportation Commission
Steve Heminger, Executive Director
Date:
Alameda Contra Costa Transit District
Mary King, Interim General Manager
Date:
Golden Gate Bridge Highway and Transportation
District
�{K elia G.�K''upersmith, Ge eral Manager
UU Date: -�f I Zo to
San Francisco Bay Area Rapid Transit District
Dorothy Dugger, General Manager
Date:
City and County of San Francisco
Municipal Transportation Agency
Nathaniel P. Ford Sr.
Executive Director/CEO
Date:
Approved as to Form:
Melanie J. Morgan
Deputy General Counsel
Approved as to Form:
Ken Scheidig, General Counsel
Approved as to Form:
David J. Miller
General Counsel
Approved as to Form:
Office of the General Counsel
Matt Burrows
General Counsel
Approved as to Form:
Dennis J. Herrera, City Attorney
Robin M. Reitzes
Deputy City Attorney
Resolution No. 2014-156 N.C.S. Page 12
ATTACHMENTA
IN WITNESS WHEREOF, this MOU has been duly authorized and executed by the Parties
hereto on the dates specified below.
Metropolitan Transportation Commission
Steve Heminger, Executive Director
Date:
Alameda Contra Costa Transit District
Mary King, Interim General Manager
Date:
Approved as to Form:
Melanie J. Morgan
Deputy General Counsel
Approved as to Form:
Ken Scheidig, General Counsel
Golden Gate Bridge Highway and Transportation
District Approved as to Form:
Celia G. Kupersmith, General Manager
Date:
San Francisco Bay Area Rapid Transit District
t#y Bugger, Grace Crunican, General Manager
Date: //'/D' I/
City and County of San Francisco
Municipal Transportation Agency
Nathaniel P. Ford Sr.
Executive Director/CEO
Date:
David J. Miller
General Counsel
Approved as to Form:
Office of the General Counsel
Matt Burrows
General Counsel
Approved as to Form:
Dennis J. Herrera, City Attorney
Robin M. Reitzes
Deputy City Attorney
Resolution No. 2014-156 N.C.S. Page 13
ATTACHMENTA
IN WITNESS WHEREOF, this MOU has been duly authorized and executed by the Parties
hereto on the dates specified below.
Metropolitan Transportation Commission
Steve Heminger, Executive Director
Date:
Alameda Contra Costa Transit District
Mary King, Interim General Manager
Date:
Approved as to Form:
Melanie J. Morgan
Deputy General Counsel
Approved as to Form:
Ken Scheidig, General Counsel
Golden Gate Bridge Highway and Transportation
District Approved as to Form:
Celia G. Kupersmith, General Manager
Date:
David J. Miller
General Counsel
San Francisco Bay Area Rapid Transit District Approved as to Form:
Office of the General Counsel
Dorothy Dugger, General Manager
Date:
City and County of San Francisco
Municipal nsportaticp ge
Nathaniel P. Ford'Sr.
Executive Director/CE
Date: 7 19
Matt Burrows
General Counsel
Approved as to Form:
Dennis J. Herre City Attorney
Robin M. Reities;1
Deputy City Attorney
Resolution No. 2014-156 N.C.S. Page 14
ATTACHMENTA
Municipal Transportation Agency Board of Directors
Resolution No.
Dated: 6-15-lo
';�'1 /5m'�
Secretary, MTAB
San Mateo County Transit District
Michael Scanlon, General Manager and
Chief Executive Officer
Date:
Approved as to Form:
David J. Miller
General Counsel
Santa Clara Valley Transportation Authority Approved as to Form:
Michael T. Bums, General Manager
Date:
Peninsula Corridor Joint Powers Board
Michael Scanlon, Executive Director
Date:
Kevin Allmand
General Counsel
Approved as to Form:
David J. Miller
General Counsel
Resolution No. 2014-156 N.C.S. Puce 15
ATTACHMENTA
Municipal Transportation Agency Board of Directors
Resolution No.
Dated:
Secretary, MTAB
San Mateo County Transit District
Mich k`Scanlon, Ma General nager and
Chief executive Officer
Date: _R: / ,� �) a o 10
Santa Clara Valley Transportation Authority
Michael T. Burns, General Manager
Date:
Peninsula Corridor Joint Powers Board
Michdof Scanlon, Executive Director
Date: 8''a-S & / d
Approved as to Form:
1
David J. Miller
General Counsel
Approved as to Form:
Kevin Allmand
General Counsel
Approved as to Form:
DavidMler
General Counsel
Resolution No. 2014-156 N.C.S. Page 16
ATTACHMENT
Municipal Transportation Agency Board of Directors
Resolution No.
Dated:
Secretary, MTAB
San Mateo County Transit District Approved as to Form:
Michael Scanlon, General Manager and
Chief Executive Officer
Date:
Santa Clara Valley Transportation Authority
/¢2--
ichael T. Burns, eneral Manager
Date: 8° & 7 /b
Peninsula Corridor Joint Powers Board
Michael Scanlon, Executive Director
Date:
David J. Miller
General Counsel
Approved as to Form:
i
Kevin Allmand'
General Counsel
Approved as to Form:
David J. Miller
General Counsel
Resoluliou No. 2014-156 N.C.S. Page 17
ATTACHMENT
Appendix —Process for Amending Clippers" Operating Rules
Appendix - Clippers" Cost and Revenue Allocation
Appendix C— Dispute Resolution
Appendix D — Special Provisions
Appendix E — Notices
JXONTRAMContracts-New\Con ClipperWOUs\Clipper MOU\Post-IPA MOU final.doc
Resolution No. 2014-156 N.C.S. Page 18
ATTACHMENTA
Appendix A
Process for Amending Clippers" Operating Rules
1. MTC will provide written notice to Operators at least ninety (90) days in advance of
making any changes to the Operating Rules affecting Operator Roles and
Responsibilities (Section 3 of the Clippers" Operating Rules). Notice shall be
provided by email to the contact named in Appendix E, or as subsequently revised or
updated by the Operators, as provided in Article VIII.G.
2. MTC will endeavor to provide additional notice to Operators on possible changes to
the Operating Rules affecting Operator Roles and Responsibilities in the regular
Clippers"' program reports furnished under Article II.E.
3. MTC's notice shall include enough information to enable Operators to determine the
financial and other impacts of the proposed change.
4. If requested by any Operator within 30 days of issuance of such notice, MTC will
consult with all affected Operators concerning the proposed change prior to its
adoption.
5. Any Operator that requires additional time in excess of the notice period specified by
MTC to implement a change may notify MTC of the additional period of time
required during the initial 30-day notice period. MTC will then work with the
Operator(s) during the consultation period to modify the effective date and/or content
of the Operating Rules change, as necessary.
6. Following such consultation process, if any Operator(s) objects to the proposed
change, as modified during the consultation process, such Operator(s) may initiate one
or more of the dispute resolution processes described in Appendix C.
7. MTC agrees to delay the implementation of the disputed change until the conclusion
of the dispute resolution process.
Resolution No. 2014-156 N.C.S. Page 19
ATTACHMENTA
Appendix B
Clippers" Cost and Revenue Allocation
1. Cost Allocation Among Operators
The allocation of Clipper$" operating costs to each Operator shall be based on a combination
of revenue collected and the number of fee payment transactions processed. "Revenue
collected" shall mean the fee collected on behalf of each Operator by the Clippers"
clearinghouse (e.g., the price charged to ride on the Operator's transit system, the value of
pass sales, the amount of parking fees paid). A "fee payment transaction" shall mean any
activity in which a Clippers" card is used to receive service on or from an Operator's system
(e.g., to ride on the Operator's transit system, to park on the Operator's property). A fee
payment transaction shall be attributed to the Operator on whose system the service was
provided, except that a transaction in which a patron uses a Muni Fast Pass to ride BART will
be attributed to MTA. All fee payment transactions are included for purposes of allocating
Clippers" operating costs, regardless of whether the transaction results in a reduction of the
amount of stored value or stored rides on a ClippersM card (e.g., use of a monthly pass on a
transit system, intra-operator transfers, entry and exit transactions for a single ride where both
transactions are required to compute the appropriate fare payment).
One-third (1/3) of Clippers' operating costs shall be allocated to Operators based on each
Operator's share of total revenue collected by the ClippersM clearinghouse, as defined above.
Two-thirds (2/3) of ClippersM operating costs shall be allocated to Operators based on each
Operator's share of total fee payment transactions processed by the Clippers"' clearinghouse,
as defined above.
In addition to the Clippers" operating costs allocated in accordance with Appendix B.2.13(i)
herein, each Operator shall be responsible for payment of,
a. Clippers"' Data Server (CDS) Store operating costs specified below for any
TDS Store implemented on such Operator's site; and
b. Credit/debit interchange fees charged through an Operator -specific credit/debit
gateway associated with Clippers" sales through add value machines, ticket
office terminal devices and ticket vending machines. This responsibility is
subject to review pursuant to Article IT to ensure that no single Operator is
unfairly burdened by such fees.
C. Incremental Clippers' operating costs established by and/or resulting from
Clippers" Contract change orders requested and funded by an Operator for
such Operator's use and benefit shall be the responsibility of such Operator.
This applies to costs or portions of costs that would otherwise be MTC's
responsibility as described below.
ResoluLioll No. 2014-156 N.C.S. Page 20
ATTACHMENT A
2. Clippers" Costs
A. MTC Operating and Maintenance Costs. MTC shall pay the following ClippersM
operating costs:
All fixed operating costs of the Clippers" clearinghouse and equipment
maintenance services costs as specified in the ClippersM Contract's Price
Schedule (Attachment 2 to the Clippers" Contract) (the "Price Schedule"),
including:
a. Item 3.20 Program Management — Operations and Maintenance
b. Item 3.30 Clippers"" Testbed Operations & Maintenance
C. Item 5.31 Operator Help Desk
d. Item 5.32 Reporting
e. Item 5.33 Asset Management
f. Item 6.0 Equipment Maintenance Services
g. Item 10.21(a) Location Acquisition
h. Item 10.22 Location Servicing and Support
i. Item 10.23 (a) Acquisition Payment for Third Party Location
j. Item 12.0 Network Management
k. Item 13.22 Basic Monthly Operations and Admin
Variable Clippers"' operating costs as specified in the Price Schedule
(Attachment 2 to the Clippers" Contract), specifically:
a. Item 8.0 Card Distribution Services
b. Item 9.41 Fixed and Incremental Fees Per Active Card Account (50%
of the invoiced amount)
iii. All other lump sum and capital expense items specified in the Price Schedule
not enumerated above or covered by Section 2.B; and
iv. $7,120,000 in incentives to be allocated to Operators to pay operating costs, as
shown in Section 4, Incentive Payments. below.
B. Operator Operating Costs.
i. Operators shall pay the following listed Clippers" operating costs in
accordance with the cost sharing formula in Appendix B.1, reduced by any
amounts payable by MTC pursuant to 2.A(iv) above. References to Item
numbers refer to the corresponding prices payable to the Clippers"' Contractor
under the Clippers" Contract Price Schedule, which are subject to annual price
adjustment as specified in Article 13.6 of the Clippers" Contract:
a. Item 9.24 Balance Protection Services Registration
b. Item 9.25 Lock/unlock Clippers" Application
Resolution No. 2014-156 N.C.S. Page 21
AITACHMENTA
C. Item 9.41 Fixed and Incremental Fees Per Active Card Account
(50% of the invoiced amount)
d. Item 10.11 Clippers" E-purse Load
e. Item 10.12 Pass/Stored Ride Load
f. Item 11.0 Autoload Services
g. Item 12.22.89 Fixed Monthly Service Fee to Support Clippers"
Data Server Store
h. Item 13.22.45 Supplemental Monthly Operations and Admin
(except as reduced by MTC in accordance with Section 4.1,
Incentive Payments)
i. Item 13.31 Clippers" Transaction Fee
j. Item 13.60 Incremental Gateway Fees
k. Item 13.70 Incremental Debit Card Interchange Fees
1. Item 13.80Incremental Credit Card Interchange Fees
M. Item 13.90 Pass Through Website Credit Card Processing Fees
n. Reimbursement of MTC bank fees and direct bank charges in
connection with the Clippers" bank account(s) in excess of the
amounts reimbursed under Section 3.A below
o. Direct payment or reimbursement of MTC costs for network
communication.
ii. Changes or Additions to Operator Operating Costs Items Substantive changes
or additions to the Operator -paid operating cost items set forth in B(i)(a-o)
require an amendment to this Appendix B and approval of all Parties to the
MOU as of the date of the change or addition.
C. MTC shall invoice each Operator on a monthly basis for its share of the operating
costs. The Operators shall pay MTC within fifteen (15) calendar days of receipt of
such invoice.
3. Revenue Allocation
Revenues generated by Clippers" during any period of time, including interest earnings on
funds held by the clearinghouse and excluding fare revenues or parking fees collected on
behalf of and distributed to Operators, shall be utilized as follows:
A. To offset MTC's bank fees and direct bank charges related to the managing of the
ClippersM accounts;
B. After deduction of MTC's bank fees and charges under 3.A above, to reduce the
Operators' Clippers"" operating costs listed in 2.13(i) above; and
C. After payment of Operators' Clippers" operating costs listed in 2.13(i) above, to be
allocated to Operators using the formula specified in Section 1 herein.
Resolution No. 2014-156 N.C.S. Page 22
ATTACHMENT A
Notwithstanding the above, fees charged cardholders for card acquisition, card replacement,
balance restoration, failed Autoload funding recovery, card refund processing, and other card -
related activities shall be reserved to pay for future card procurements; provided, however,
that surcharges on limited use cards or other fare media imposed by an Operator to pay for the
acquisition, implementation, administration and replacement of such fare media shall be
distributed to and retained by such Operator. (For clarity, any surcharge imposed by an
Operator as part of its fare structure shall be considered "fare revenue" and shall be
distributed to and retained by such Operator.)
4. Incentive Payments
MTC's $10,000,000 in incentive funds shall be allocated to pay operating costs associated
with Phase II as follows:
(1) $2,880,000 contingency to Contractor (for payment of ClippersM Contract Price
Schedule Item No. 13.22.45) for transaction assurances in the event minimum
transaction volumes (20,000,000 transactions/month) are not achieved. If the
minimum transaction volumes are met and these funds are not needed, MTC may
reallocate the remaining funds to other purposes; and
(2) $7,120,000 to individual Operators, to be applied as a credit against Phase II variable
operating costs, a portion of which has already been credited to certain individual
Operators:
AC Transit
BART
Caltrain/SamTrans
Golden Gate Transit
MTA
SCVTA
$862,227
2,128,016
484,744
634,239
2,327,503
683,271
Resolution No.2014-156 N.C.S.
Page 23
ATTACHMENTA
Appendix C
Dispute Resolution
The Parties agree to resolve disputes concerning this MOU between or among one or more
Parties based on the following dispute resolution principles.
1. Informal Dispute Resolution
The Parties agree to attempt to resolve informally all disputes. In the event of a dispute among
any Parties to the MOU, those Parties shall notify every other Party in writing about the
substance of the dispute. The Parties to the dispute shall meet and confer by exchanging written
positions on the dispute, and by meeting in person thereafter to discuss and resolve the dispute. If
those representatives are unable to resolve the dispute, the chief executives of those Parties shall
be informed of the substance of the dispute and provided all writings that have been exchanged
regarding the dispute. The chief executives shall meet and confer in person or by telephone
concerning the dispute, and may choose to exchange letters in preparation for the meet and
confer.
2. Mediation
If the dispute is not resolved, the Parties may avail themselves by mutual consent to mediation,
arbitration (binding or non -binding), or any other dispute resolution resource (collectively
Alternate Dispute Resolution (ADR) processes"). All procedures and methodologies in ADR
processes shall be by mutual consent of the Parties, including but not limited to the choice of the
mediator or arbitrator, dates and times and timelines, whether documents are exchanged in
preparation for the ADR session, etc. Fees and expenses of the mediator will be borne equally,
unless otherwise agreed. The Parties to the dispute shall be represented by individuals of their
choosing, except that the Parties must agree on the question of whether lawyers are present or
not. The entire process shall be confidential and treated as a compromise negotiation for
purposes of federal and state rules of evidence. If ADR processes are agreed on, the Parties shall
agree on the identity of the mediator or arbitrator within 30 days of agreeing on the ADR
process. The Parties shall not unreasonably withhold consent as to the choice of the mediator or
arbitrator. Unless the schedule of the mediator or arbitrator does not permit, the Parties shall
have their ADR process completed within 60 days after agreement on the choice of the mediator
or arbitrator. Nothing in this MOU affects the rights or abilities of the Parties to avail themselves
of all rights and remedies they have under the law of California or federal law, and to the state or
federal courts to resolve their dispute.
Resolution No. 2014-156 N.C.S. Page 24
ATTACHMENT A
3.Operator Obligations
An Operator who disputes amounts claimed by MTC to be due under the MOU agrees to pay the
amount claimed pending dispute resolution.
Resolution No. 2014-156 N.C.S. Page 25
ATTACHMENT A
Appendix D
Special Provisions for the City and County of San Francisco.
(References to "City" in Paragraphs 1 and 2 refer to the City and County of San Francisco)
1. Certification of Funds; Budget and Fiscal Provisions; Termination in the Event of
Non -Appropriation. This Agreement is subject to the budget and fiscal provisions of the City's
Charter. Charges will accrue only after prior written authorization certified by the Controller,
and the amount of City's obligation hereunder shall not at any time exceed the amount certified
for the purpose and period stated in such advance authorization. This Agreement will terminate
without penalty, liability or expense of any kind to City at the end of any fiscal year if funds are
not appropriated for the next succeeding fiscal year. If funds are appropriated for a portion of the
fiscal year, this Agreement will terminate, without penalty, liability or expense of any kind at the
end of the term for which funds are appropriated. City has no obligation to make
appropriations for this Agreement in lieu of appropriations for new or other agreements. City
budget decisions are subject to the discretion of the Mayor and the Board of Supervisors.
Contractor's assumption of risk of possible non -appropriation is part of the consideration for this
Agreement.
THIS SECTION CONTROLS AGAINST ANY AND ALL OTHER PROVISIONS OF THIS
AGREEMENT.
2. Guaranteed Maximum Costs. The City's obligation hereunder shall not at any time
exceed the amount certified by the Controller for the purpose and period stated in such
certification. Except as may be provided by laws governing emergency procedures, officers and
employees of the City are not authorized to request, and the City is not required to reimburse the
Contractor for, Commodities or Services beyond the agreed upon contract scope unless the
changed scope is authorized by amendment and approved as required by law. Officers and
employees of the City are not authorized to offer or promise, nor is the City required to honor,
any offered or promised additional funding in excess of the maximum amount of funding for
which the contract is certified without certification of the additional amount by the Controller.
The Controller is not authorized to make payments on any contract for which funds have not
been certified as available in the budget or by supplemental appropriation.
3. Sunshine Ordinance. In accordance with San Francisco Administrative Code
§67.24(e), contracts, contractors' bids, responses to solicitations and all other records of
communications between City and persons or firms seeking contracts, shall be open to inspection
immediately after a contract has been awarded. Nothing in this provision requires the disclosure
of a private person or organization's net worth or other proprietary financial data submitted for
qualification for a contract or other benefit until and unless that person or organization is
awarded the contract or benefit. Information provided which is covered by this paragraph will be
made available to the public upon request.
Resolution No. 2014-156 N.C.S. Page 26
ATTACHMENTA
4. Prohibition on Political Activity with City Funds. In accordance with San Francisco
Administrative Code Chapter 12.G, no funds appropriated by the City and County of San
Francisco for this Agreement may be expended for organizing, creating, funding, participating
in, supporting, or attempting to influence any political campaign for a candidate or for a ballot
measure. The terms of San Francisco Administrative Code Chapter 12.G are incorporated herein
by this reference.
Resolution No. 2014-156 N.C.S. Page 27
ATTACHMENT
Appendix E
Notices
Contact:
Metropolitan Transportation Commission:
Melanie Crotty
Director, Traveler Coordination and Information
Email: mcrottv(a?mtc.ca.gov
Fax:510-817-5848
Phone:510-817-5880
Alameda Contra Costa Transit District
Mary King
Interim General Manager
Email: mking@actransit.org
Fax:510-891-7157
Phone:510-891-4793
Golden Gate Bridge Highway and Transportation District
Celia G. Kupersmith
General Manager
Email: ckup@goldengate.org
Fax:415-923-2367
Phone:415-923-2212
San Francisco Bay Area Rapid Transit District
Larry Kozimor
Project Manager, Transit System Development
Email: lkozimo@bart.gov
Fax:510-287-4860
Phone:510-287-4723
City and County of San Francisco
Municipal Transportation Agency
Nathaniel P. Ford Sr.
Executive Director/CEO
Email: Nathaniel.ford@sfmta.com
Fax:415-701-4502
Phone:415-701-4687
Mailing Address
101-8hSt.
Oakland, CA 94607
1600 Franklin St.
Oakland, CA 94612
Box 9000, Presidia, Station
San Francisco, CA 94129-
0601
300 Lakeside Drive, 21st
Floor,
Oakland, CA 94612
1 South Van Ness Ave.
7th Floor
San Francisco, CA 94103
Resolution No.2014-156 N.C.S. Page 28
ATTACHMENT
San Mateo County Transit District
Virginia Harrington 1250 San Carlos Avenue,
Deputy CEO P.O. Box 3006
Email: harrin tongnasamtrans.com San Carlos, CA 94070-2468
Fax: 650-508-6415
Phone:650-508-7950
Santa Clara Valley Transportation Authority
Ali Hudda 3331 North First St.
Deputy Director of Accounting San Jose, CA 95134-1906
Email: Ali.Hudda(vte.ore
Fax:408-955-9750
Phone:408-546-7922
Peninsula Corridor Joint Powers Board
Virginia Harrington 1250 San Carlos Avenue,
Deputy CEO P.O. Box 3006
Email: harm tong_(asamtrans.com San Carlos, CA 94070-2468
Fax:650-508-6415
Phone:650-508-7950
Resolution No. 2014-156 N.C.S. Page 29
ATTACHMENTA
AMENDMENT NO. 1
TO
CLIPPER MEMORANDUM OF UNDERSTANDING
This Amendment No. 1 to the Clipper® Memorandum of Understanding dated November 10,
2011, (the "MOU") is entered into as of the 1" day of December, 2011 by and among the
Metropolitan Transportation Commission ("MTC") and the following transit operators
participating in the Clipper`s program (referred to herein as "Operator' or `Operators"):
Alameda -Contra Costa Transit District ("AC Transit"); Golden Gate Bridge Highway and
Transportation District ("GGBHTD"); the San Francisco Bay Area Rapid Transit District
("BART"); the City and County of San Francisco, acting by and through its Municipal
Transportation Agency ("MTA"); the San Mateo County Transit District ("SamTrans"); the
Santa Clara Valley Transportation Authority ("VTA"); the Peninsula Corridor Joint Powers
Board ("Caltrain"); and any other transit operators that implement Clipper and execute this MOU
after the Effective Date.
MTC and the Operators are referred to herein as "the Parties" or individually, as a "Party".
The Parties agree to amend the MOU as follows:
Appendix B, Clipper's Cost and Revenue Allocation, is deleted and the revised Appendix B is
substituted, as attached hereto and incorporated herein by this reference.
Resolution No. 2014-156 N.C.S. Puge 30
ATTACHMENT A
IN WITNESS WHEREOF, this Amendment #1 to the MOU has been duly authorized and
executed by the Parties hereto on the dates specified below.
Metropolitan Transport Won Commission Approved as to Form:
r' r
Steve Heminger, E tive� tom— Adrienne D. Weil
Date: General Counsel
Alameda Contra Costa Transit District Approved as to Form:
Mary King, Interim General Manager Carol Babington, Interim General
Date: Counsel
Golden Gate Bridge Highway and
Transportation District Approved as to Form:
Denis Mulligan, General Manager David J. Miller
Date: General Counsel
San Francisco Bay Area Rapid Transit Approved as to Form:
District
Grace Crunican, General Manager Matt Burrows, General Counsel
Date:
City and County of San Francisco Approved as to Form:
Municipal Transportation Agency Dennis J. Herrera, City Attorney
Edward D. Reiskin, Director of Robin M. Reitzes
Transportation Deputy City Attorney
Date:
Resolution No. 2014-156 N.C.S. Page 31
ATTACHMENTA
IN WrFNESS WHEREOF, this Amendment #1 to the MOU has been duly authorized and
executed by the Parties hereto on the dates specified below.
Metropolitan Tra7on Commission Approved as to Form:
Steve Heminger, bxgeativeewector Adrienne D. Weir
Date: General Counsel
Alameda Contra Costa Transit District Approved as t orm:
W y"C
Mary King tenm General a ager Carol Babington, Interim Gene
Date: Counsel
Golden Gate Bridge Highway and
Transportation District Approved as to Form:
Denis Mulligan, General Manager Iffavid J. Miller
Date: General Counsel
San Francisco Bay Area Rapid Transit Approved as to Form:
District
Grace Crunican, General Manager Matt Burrows, General Counsel
Date:
City and County of San Francisco Approved as to Form:
Municipal Transportation Agency Dennis J. Herrera, City Attorney
Edward D. Reiskin, Director of Robin M. Reitzes
Transportation Deputy City Attorney
Date:
Resolution No. 2014-156 N.C.S. Page 32
ATTACHMENT A
IN WITNESS WHEREOF, this Amendment #1 to the MOU has been duly authorized and
executed by the Parties hereto on the dates specified below.
Metropolitan Transpor on Commission Approved as to Form:
Steve Henninger, E tive ctor
g Adrienne D. Weil
-
General General Counsel
Alameda Contra Costa Transit District Approved as to Form:
Mary King, Interim General Manager Carol Babmgton, Interim General
Date: Counsel
Golden Gate Bridge Highway and
Transportation District Approved as to Form:
'Denis Mulligan, Gene al Manager David J. Miller
Date: General Counsel
San Francisco Bay Area Rapid Transit Approved as to Form:
District
Grace Crunican, General Manager Matt Burrows, General Counsel
Date:
City and County of San Francisco Approved as to Form:
Municipal Transportation Agency Dennis J. Herrera, City Attorney
Edward D. Reiskin, Director of Robin M. Reitzes
Transportation Deputy City Attorney
Date:
Resolution No. 2014-I56 N.C.& Page 33
ATTACHMENT A
IN WITNESS WHEREOF, this Amendment #1 to the MOU has been duly authorized and
executed by the Parties hereto on the dates specified below.
Metropolitan Transportation Commission Approved as to Form:
Steve Heminger, Executive Director Adrienne D. Weil
Date: General Counsel
Alameda Contra Costa Transit District Approved as to Form:
Mary King, Interim General Manager Carol Babington, Interim General
Date: Counsel
Golden Gate Bridge Highway and
Transportation District Approved as to Form:
Denis Mulligan, General Manager David J. Miller
Date: General Counsel
San Francisco Bay Area Rapid Transit Approved as to Form:
District
Gr Crunican, General Manager Matt Burrows, General Counsel
Date:
City and County of San Francisco Approved as to Form:
Municipal Transportation Agency Dennis J. Herrera, City Attorney
Edward D. Reiskin, Director of Robin M. Reitzes
Transportation Deputy City Attorney
Date:
Resolution No. 2014-156 N.C.S. Page 34
ATTACHMENTA
IN WITNESS WHEREOF, this Amendment #1 to the MOU has been duly authorized and
executed by the Parties hereto on the dates specified below.
Metropolitan Transpor adon Commission Approved as to Form: Steve Henninger, ExdedivegVetor Adrienne D. Weil
Date: General Counsel
Alameda Contra Costa Transit District Approved as to Form:
Mary IQng, Interim General Manager Carol Babington, Interim General
Date: Counsel
Golden Gate Bridge Highwayand
Transportation District Approved as to Form:
Denis Mulligan, General Manager David J. Miller
Date: General Counsel
San Francisco Bay Area Rapid Transit Approved as to Form:
District
Grace Crunican, General Manager Matt Burrows, General Counsel
Date:
City and County of San Francisco Approved as to Form;
Municipal Transportation Agency Dennis, . Herrera, City Attorney
RdCvar eiskm, DiroAor—of obi cit
Transportation Deputy City Attorney
Date:
Resolution No. 2014-156 N.C.S. Page 35
ATTACHMENT A
Municipal Transportation Agency Board of
Directors
Resolution No.
Dated:
Secretary, MTAB
San Mateo County Transit District
MIQMel Scanlon, General Manager/CEO
Date:
Santa Clara Valley Transportation
Authority
Michael T. Bums, General Manager
Date:
Peninsula Corridor Joint Powers Board
:.fit'-rLL_
Mrcel Scanlon, Executive Director
Dat :
Approved as to Form:
David L Miller
General Counsel
Approved as to Form:
Kevin Allmand
General Counsel
Approved as to Form:
o
I -Ale
General Counsel
J:\CONTRACT\Contracts-New\Con ClipperWOWClipper MOU\Amendment 1\Clipper MOU_Amendl_6nal.doc
Resolution No. 3014-156 N.C.S. Page 36
ATTACHMENTA
Municipal Transportation Agency Board of
Directors
Resolution No.
Dated:
Secretary, MTAB
San Mateo County Transit District
Michael Scanlon, General Manage CEO
Date:
Santa Clara Valley Transportation
Authority
NhC, --al 1. burns, Peneral Manager
Date: f Z // 6/n
Peninsula Corridor Joint Powers Board
Michael Scanlon, Executive Director
Date:
Approved as to Form:
David J. Miller
General Counsel
Approved as to Form:
a7r7TZr I /-n
General Counsel
Approved as to Form:
David J. Miller
General Counsel
JACONTRACT\Conaacts-New\Con CIipper\MOUs\Clipper MOMAmendment 1\Clipper MOU_Amendl_final.doc
Resolution No. 2014-I56 N.C.S. Page 37
ATTACHMENT
Appendix B
Clippers"' Cost and Revenue Allocation
Cost Allocation Among Operators
The allocation of Clipper 0 operating costs to each Operator shall be based on a combination of
revenue collected and the number of fee payment transactions processed. "Revenue collected"
shall mean the fee collected on behalf of each Operator by the ClipperE" clearinghouse (e.g., the
price charged to ride on the Operator's transit system, the value of pass sales, the amount of
parking fees paid). A "fee payment transaction" shall mean any activity in which a Clippers"
card is used to receive service on or from an Operators system (e.g., to ride on the Operator's
transit system, to park on the Operator's property). A fee payment transaction shall be attributed
to the Operator on whose system the service was provided, except that a transaction in which a
patron uses a Muni Fast Pass to ride BART will be attributed to MTA. All fee payment
transactions are included for purposes of allocating Clipper° operating costs, regardless of
whether the transaction results in a reduction of the amount of stored value or stored rides on a
Clipper card (e.g., use of a monthly pass on a transit system, intra-operator transfers, entry and
exit transactions for a single ride where both transactions are required to compute the appropriate
fare payment).
One-third (1/3) of Clipper operating costs shall be allocated to Operators based on each
Operator's share of total revenue collected by the Clipper° clearinghouse, as defined above.
Two-thirds (2/3) of Clipper operating costs shall be allocated to Operators based on each
Operator's share of total fee payment transactions processed by the Clipper°r clearinghouse, as
defined above.
In addition to the Clipper(q) operating costs allocated in accordance with Appendix 13.2.13(i)
herein, each Operator shall be responsible for payment of:
a. Clipper' Data Server (CDS) Store operating costs specified below for any TDS
Store implemented on such Operator's site; and
b. Credit/debit interchange fees charged through an Operator -specific credit/debit
gateway associated with Clipper° sales through add value machines, ticket office
terminal devices and ticket vending machines. This responsibility is subject to
review pursuant to Article LF to ensure that no single Operator is unfairly
burdened by such fees.
C. Incremental Clipper's operating costs established by and/or resulting from
Clipper`D Contract change orders requested and funded by an Operator for such
Operator's use and benefit shall be the responsibility of such Operator. This
applies to costs or portions of costs that would otherwise be MTC's responsibility
as described below.
2. Clippers Costs
A. MTC Operating and Maintenance Costs. MTC shall pay the following Clipper' operating
costs:
Resolution No. 2014-156 N.C.S. Page 38
ATTACHMENT A
All fixed operating costs of the Clipper° clearinghouse and equipment
maintenance services costs as specified in the Clipper° Contract's Price Schedule
(Attachment2 to the Clipper' Contract) (the "Price Schedule"), including:
a. Item 3.20 Program Management — Operations and Maintenance
b. Item 0.30 Clipper`s Testbed Operations & Maintenance
C. Item 5.31 Operator Help Desk
d. Item 5.32 Reporting
e. Item 5.33 Asset Management
f. Item 6.0 Equipment Maintenance Services
g. Item 10.21(a) Location Acquisition
h. Item 10.22 Location Servicing and Support
i. Item 10.23 (a) Acquisition Payment for Third Party Location
j. Item 12.0 Network Management
k. Item 13.22 Basic Monthly Operations and Admin
ii. Variable Clipper°' operating costs as specified in the Price Schedule (Attachment
2 to the Clipper Contract), specifically:
a. Item 8.0 Card Distribution Services
b. Item 9.41 Fixed and Incremental Fees Per Active Card Account (50% of
the invoiced amount)
iii. All other lump surn and capital expense items specified in the Price Schedule not
enumerated above or covered by Section 2.13; and
iv. $7,120,000 in incentives to be allocated to Operators to pay operating costs, as
shown in Section 4, Incentive Payments, below.
B. Onerator Oneratina Costs
i. Operators shall pay the following listed Clipper operating costs in accordance
with the cost sharing formula in Appendix B.1, reduced by any amounts payable
by MTC pursuant to 2.A(iv) above. References to Item numbers refer to the
corresponding prices payable to the Clipper Contractor under the Clipper°
Contract Price Schedule, which are subject to annual price adjustment as specified
in Article 13.6 of the Clippere Contract:
a. Item 9.24 Balance Protection Services Registration
b. Item 9.25 Lock/unlock Clipper° Application
C. Item 9.41 Fixed and Incremental Fees Per Active Card Account (50%
of the invoiced amount)
d. Item 10.11 Clipper"' E-purse Load
e. Item 10.12 Pass/Stored Ride Load
f. Item 10.30 Employer Program Commission [see Note below]
g. Item 11.0 Autoload Services
h. Item 12.22.89 Fixed Monthly Service Fee to Support Clippers"' Data
Server Store
Resolution No. 2014-156 N.C.S. Page 39
ATTACHMENT
i. Item 13.22.45 Supplemental Monthly Operations and Admin (except
as reduced by MTC in accordance with Section 4.1, Incentive
Payments)
j. Item 13.31 ClipperE" Transaction Fee
k. Item 13.60 Incremental Gateway Fees
1. Item 13.70 Incremental Debit Card Interchange Fees
M. Item 13.80 Incremental Credit Card Interchange Fees
n. Item 13.90 Pass Through Website Credit Card Processing Fees
o. Reimbursement of MTC bank fees and direct bank charges in
connection with the Clipper"' bank account(s) in excess of the amounts
reimbursed under Section 3.A below
P. Direct payment or reimbursement of MTC costs for network
communication.
Note on Item 10.30: The period in which Item 10.30 shall be a Clipper'
Operating Cost under this Section shall be from the Effective Date of
Amendment No. l to June 30, 2013, unless all Operators notify MTC in
writing of their agreement to continue to pay Item 10.30, in which case its
applicability shall continue through the Tenn of the MOU.
ii. Changes or Additions to Operator Operating Costs Items. Substantive changes or
additions to the Operator -paid operating cost items set forth in B(i)(a-o) require an
amendment to this Appendix B and approval of all Parties to the MOU as of the
date of the change or addition.
C. MTC shall invoice each Operator on a monthly basis for its share of the operating costs.
The Operators shall pay MTC within fifteen (15) calendar days of receipt of such invoice.
3. Revenue Allocation
Revenues generated by Clipper during any period of time, including interest earnings on funds
held by the clearinghouse and excluding fare revenues or parking fees collected on behalf of and
distributed to Operators, shall be utilized as follows:
A. To offset MTC's bank fees and direct bank charges related to the managing of the
Clipper' accounts;
B. After deduction of MTC's bank fees and charges under 3.A above, to reduce the
Operators' Clipper operating costs listed in 2.13(i) above; and
C. After payment of Operators' Clipper°" operating costs listed in 2.13(i) above, to be
allocated to Operators using the formula specified in Section 1 herein.
Notwithstanding the above, fees charged cardholders for card acquisition, card replacement,
balance restoration, failed Autoload funding recovery, card refund processing, and other card -
related activities shall be reserved to pay for future card procurements; provided, however, that
surcharges on limited use cards or other fare media imposed by an Operator to pay for the
acquisition, implementation, administration and replacement of such fare media shall be
distributed to and retained by such Operator. (For clarity, any surcharge imposed by an Operator
Resolution No. 2014-156 N.C.S. Page 40
ATTACHMENTA
as part of its fare structure shall be considered "fare revenue" and shall be distributed to and
retained by such Operator.)
4. Incentive Payments
MTC's $10,000.000 in incentive funds shall be allocated to pay operating costs
associated with Phase I1 as follows:
(1) $2,880,000 contingency to Contractor (for payment of Clipper'" Contract Price Schedule
Item No. 13.22.45) for transaction assurances in the event minimum transaction volumes
(20,000,000 transactions/month) are not achieved. If the minimum transaction volumes
are met and these funds are not needed, MTC may reallocate the remaining finds to other
purposes; and
(2) $7,120,000 to individual Operators, to be applied as a credit against Phase 11 variable
operating costs, a portion of which has already been credited to certain individual
Operators:
AC Transit
BART
Caltrain/SanhTrans
Golden Gate Transit
MTA
SCVTA
$862,227
2,128,016
484,744
634.239
2,327,503
683,271
Resolution No. 2014-156 N.C.S.
Page 41
AMENDNIENT NO. 2
Kai
CLIPPER'S MEMORANDUM OF UNDERSTANDING
This Amendment No. 2 to the Clipper' Memorandum of Understanding dated as of November
10, 2011 , as amended by Amendment No. 1, dated as of December I, 2011 (collectively, the
"MOU") by and among the Metropolitan Transportation Commission ("MTC") and the
following transit operators participating in the Clipper program (referred to herein as
"Operator" or "Operators"), is effective as of June 30, 2013 ("Effective Date"):
Alameda -Contra Costa Transit District ("AC Transit"); Golden Gate Bridge Highway and
Transportation District ("GGBHTD"); the San Francisco Bay Area Rapid Transit District
(`KART"); the City and County of San Francisco, acting by and through its Municipal
Transportation Agency ("MTA"); the San Mateo County Transit District (`SamTrans"); the
Santa Clara Valley Transportation Authority (`VTA"); the Peninsula Corridor Joint Powers
Board ("Caltrain"); the San Francisco Bay Area Water Emergency Transportation Authority
("WETA"); and any other transit operators that implement Clipper and execute this MOU after
the Effective Date.
MTC and the Operators are referred to herein as "the Parties" or individually, as a "Party".
The Parties agree to amend the MOU as follows:
]. Subpart E of Article I, Operator Responsibilities, is deleted.
2. Subpart D of Article IL MTC Responsibilities, is deleted.
3. Appendix B, Clipper' Cost and Revenue Allocation, is deleted and the revised
Appendix B is substituted, as attached hereto and incorporated herein by this
reference.
Resolution No. 2014-156 N.C.S. Page 42
IN WITNESS WHEREOF, this Amendment #2 to the MOU has been duly authorized and
executed by the Parties hereto on the dates specified below.
Metropolitan -Transportation Commission
Steve Hemjnger, Executive Director
Date:
Alameda Contra Costa Transit District
David I. Armijo, General Manager
Date:
Golden Gate Bridge Highway and
Transportation District
Denis 3. Mulligan, General Manager
Date:
San Francisco Bay Area Rapid Transit
District
Grace Crunican, General Manager
Date:
Approved as to Form:
Adrienne D. Weil
General Counsel
Approved as to Form:
David A. Wolf
General Counsel
Approved as to Form:
David J. Miller
General Counsel
Approved as to Form:
Man Burrows, General Counsel
Resolution No. 2014-156 N.C.S. Page 43
IN WITNESS WHEREOF, this Amendment 42 to the MOU has been duly authorized and
executed by the Parties hereto on the dates specified below.
Metropolitan Transportation Commission
Steve Heminger, Executive Director
Date:
Costa Transit District
V
Date: Kr / ( _
Golden Gate Bridge Highway and
Transportation District
Denis J. Mulligan, General Manager
Date:
San Francisco Bay Area Rapid Transit
District
Grace Crunican, General Manager
Date:
Approved as to Form:
Adrienne D. Weil
General Counsel
David A. Wolf
General Counsel
Approved as to Form:
David J. Miller
General Counsel
Approved as to Form:
Matt Burrows, General Counsel
Resolution No. 2014-156 N.C.S. Page 44
IN WITNESS WHEREOF, this Amendment 92 to the MOU has been duly authorized and
executed by the Parties hereto on the dates specified below.
Metropolitan Transportation Commission
Steve Heminger, Executive Director
Date:
Alameda Contra Costa Transit District
David J. Armijo, General Manager
Date:
Golden Gate Bridge Highway and
Transportation District
J
De I
ig J. Mull gan, General Manager
Date:
San Francisco Bay Area Rapid Transit
District
Grace Crunican, General Manager
Date:
Approved as to Form:
Adrienne D. Weil
General Counsel
Approved as to Form:
Kenneth Scheidig,
Acting General Counsel
Approved as to Form:
avid J. 'liller
Gener 1 ounsel
Approved as to Form:
Matt Burrows, General Counsel
Resolution No. 2014-156 N.C.S. Page 45
IN WITNESS WHEREOF. this Amendment 42 to the MOU has been duly authorized and
executed by the Parties hereto on the dates specified below.
Metropolitan Transportation Commission
Steve Fleminger, Executive Director
Date:
Alameda Contra Costa Transit District
Armijo, General Manager
Date:
Golden Gate Bridge Highway and
Transportation District
Denis J. Mulligan, General Manager
Date:
San Francisco Bay Area Rapid Transit
District
f
y. ----------
Grace Crimican General Manager
.f11,>
Date:=t --..!—
Approved as to Form:
Adrienne D. Weil
General Counsel
Approved as to Form:
Kenneth Scheidig,
Acting General Counsel
Approved as to Form:
David J. Miller
General Counsel
Approved as to Form:
I,j i, a�j .. L--&,,r-
Matt Burrows, General Counsel
Resolution No. 2014-I56 N.C.S. Page 46
City and County of San Francisco
Municipal Transportation Agency
Edward . Reiskin, uector of
Transportation
Date: ,24-3
Transportation Agency-goard of
Resolution
Dated:
MTAB
San Mateo County Transit District
Michael J. Scanlon, General Manager/CEO
Date:
Santa Clara Valley Transportation
Authority
Michael T. Burns, General Manager
Date:
Approved as to Form:
Dennis J. Herrera, City Attorney
Robin N . ei zes
Deputy City_Attomey
Approved as to Form:
David J. Miller
General Counsel
Approved as to Form:
Robert Fabela
General Counsel
Resolution No. 2014-156 N.C.S. Page 47
Cite and County of San Francisco
Municipal Transportation Agency
Edward D. Reiskin. Director of
Transportation
Date:
Municipal Transportation Agency Board of
Directors
Resolution No.
Dated:
Secretarv. MTAB
San Mateo County Transit District
Mich,S61 J. Scanlon, General Manager/CEO
Date: 6 l J �adl3
Santa Clara Valley Transportation
Authority
Michael T. Burns. General Manaaer
Date:
Approved as to Fonn:
Dennis J. Herrera, Cit) Attorney
Robin M. Reitzes
Deputy City Attome?
Approved as to Form:
David J. lylil-14
General Counsel
Approved as to Fonn:
Robert Fabela
General Counsel
Resolution No. 2014-156 N.C.S. Page 48
Peninsula Corridor Joint Powers Board
Ivlieha:d J. Scanlon, Executive Director
Date: L' / 7 / iC 1 3
San Francisco Bap Area Water Emergency
Transportation Authority
Nina Rannells, Executive Director
Date:
Approved as to Fonn:
David J. Miller
General Counsel
Approved as to Fo1m:
Stanley S. Taylor. III
Attorney for WETA
JdC0NFRACTCantmcl5-Neu+Con ChpperAMOUrAC I ipper MOlMmendment dtC6pper MOU -A mudmcm tdo. 1_I9NAL FOR
EXECUFION dote
Resolution No.2014-156 N.C.S. Page 49
City and County of San Francisco
Municipal Transportation Agency
Edward D. Reiskin, Director of
Transportation
Date:
Municipal Transportation Agency Board of
Directors
Resolution No.
Dated:
Secretary. MTAB
San Mateo County Transit District
Michael J. Scanlon. General Manager'CEO
Date:
Santa Clara Valley Transportation
Authority
'111 //�:
Michael T. Burns General Manager
Date: If �B
Approved as to Form:
Dennis J. Herrera, City Attorne}
Robin M. Reitzes
Deputy City Attorney
Approved as to Form:
David J. Miller
General Counsel
Approved as to Form:
�L= L
Robert Fabela
General Counsel
Resolution No. 2014-I56 N.C.S. Page 50
Peninsula Corridor Joint Powers Board
Michael J. Scanlon, Executive Director
Date:
Approved as to Form:
David J. Miller
General Counsel
San Francisco Bay Area Water Emergency Approved as to Form:
Transportation Authority
Nina Rannells, Executive Director Stanle} S. Taylor, III
Attorney for W ETA
Date: � �,
1:`:CONTRACT1Contmd5-NCVv Con Clipper\MOUs`Clipper MOU4\mendment 2!Clipper MOU - Amendment No. 2-FINAL FOR
EXECUTION.docx
Resolution No.20I4-I56 N.C.S. Page 51
Appendix B
Clipper`'D Cost and Revenue Allocation
1. Cost Allocation Among Operators
The allocation of Clippers' operating costs to each Operator shall be based on a combination of
revenue collected and the number of fee payment transactions processed. "Revenue collected"
shall mean the fee collected on behalf of each Operator by the Clipper clearinghouse (e.g., the
price charged to ride on the Operator's transit system, the value of pass sales, the amount of
panting fees paid). A "fee payment transaction" shall mean any activity in which a Clipper'"
card is used to receive service on or from an Operator's system (e.g., to ride on the Operator's
transit system, to park on the Operator's property). A fee payment transaction shall be attributed
to the Operator on whose system the service was provided, except that a transaction in which a
patron uses a Muni Fast Pass to ride BART will be attributed to MTA. All fee payment
transactions are included for purposes of allocating Clipper' operating costs, regardless of
whether the transaction results in a reduction of the amount of stored value or stored rides on a
Clipper° card (e.g., use of a monthly pass on a transit system, intra-operator transfers, entry and
exit transactions for a single ride where both transactions are required to compute the appropriate
fare payment).
One-third (1/3) of Clipper operating costs shall be allocated to Operators based on each
Operator's share of total revenue collected by the Clipper' clearinghouse, as defined above.
Two-thirds (2/3) of Clipper° operating costs shall be allocated to Operators based on each
Operator's share of total fee payment transactions processed by the Clipper'° clearinghouse, as
defined above.
In addition to the Clipper'@ operating costs allocated in accordance with Appendix 13.2.13(i)
herein, each Operator shall be responsible for payment of:
a. Clipper" Data Server (CDS) Store operating costs specified below for any CDS
Store implemented on such Operator's site; and
b. Credit/debit interchange fees charged through an Operator -specific credit/debit
gateway associated with Clipper'' sales through add value machines, ticket office
terminal devices and ticket vending machines. This responsibility is subject to
review pursuant to Article LF to ensure that no single Operator is unfairly
burdened by such fees.
C. Incremental Clipper® operating costs established by and/or resulting from
Clipper" Contract change orders requested and funded by an Operator for such
Operator's use and benefit shall be the responsibility of such Operator. This
applies to costs or portions of costs that would otherwise be MTC's responsibility
as described below.
Resolution No. 2014-156 N.C.S. Page 52
2. Clipperr' Costs
A. MTC Operating and Maintenance Costs. MTC shall pay the following Clipper operating
costs:
All fixed operating costs of the Clipperr' clearinghouse and equipment
maintenance services costs as specified in the Clipperr' Contract's Price Schedule
(Attachment 2 to the Clipper° Contract) (the "Price Schedule"), including:
a. Item 3.20 Program Management— Operations and Maintenance
b. Item 3.30 Clipperr' Testbed Operations & Maintenance
C. Item 5.31 Operator help Desk
d. Item 5.32 Reporting
e. Item 5.33 Asset Management
f. Item 6.0 Equipment Maintenance Services
g. Item 10.21(a) Location Acquisition
h. Item 10.22 Location Servicing and Support
i. Item 10.23 (a) Acquisition Payment for Third Party Location
j. Item 12.0 Network Management
k. Item 13.22 Basic Monthly Operations and Admin
ii. Variable Clipper operating costs as specified in the Price Schedule (Attachment
2 to the Clipper Contract), specifically:
a. Item 8.10(a-g) Card Distribution Services
b. Item 8.11 Card Distribution Services
C. Item 8.12 Card Distribution Services
d. Item 8.20 Cardholder Education
e. Item 8.31 Location Acquisition for Completion of Distribution Network
f. Item 8.32 Location Acquisition for Completion of Distribution Network
g. Item 8.41 Pass Through of Amounts Paid for Installation of Phone Lines
h. Item 9.41 Fixed and Incremental Fees Per Active Card Account (50% of
the invoiced amount)
iii. All other lump sum and capital expense items specified in the Price Schedule not
enumerated above or covered by Section 2.13; and
iv. $7,120,000 in incentives to be allocated to Operators to pay operating costs, as
shown in Section 4. Incentive Pavments, below.
B. Onerator Operatina Costs
i. Operators shall pay the following listed Clipper' operating costs in accordance
with the cost sharing formula in Appendix B.1, reduced by any amounts payable
by MTC pursuant to 2.A(iv) above. References to Item numbers refer to the
corresponding prices payable to the Clipperr' Contractor under the Clippero
Resolution No. 2014-156 N.C.S. Page 53
Contract Price Schedule, which are subject to annual price adjustment as specified
in Article 13.6 of the Clipper' Contract:
a. Item 7.10 Regional Transit Connection (RTC) Clipper° Card
Production
b. Item 9.24 Balance Protection Services Registration
C. Item 9.25 Lock/unlock Clipper' Application
d. Item 9.41 Fixed and Incremental Fees Per Active Card Account (50%
of the invoiced amount)
e. Item 10.1 1 Clippero E-purse Load
f. Item 10.12 Pass/Stored Ride Load
g. Item 10.24 Employer Program Commission
It. Item 11.0 Autoload Services
i. Item 12.22.99 Fixed Monthly Service Fee to Support Clipper Data
Server Store
j. Item 13 22.45 Supplemental Monthly Operations and Admin (except
as reduced by MTC in accordance with Section 4.1, Incentive
Payments)
L. Item 13.31 Clipper`® Transaction Fee
I. Item 13.60 Incremental Gateway Fees
M. Item 13.70 Incremental Debit Card Interchange Fees
n. Item 13.80 Incremental Credit Card Interchange Fees
o. Item 13.90 Pass Through Website Credit Card Processing Fees
P. Reimbursement of MTC bank fees and direct bank charges in
connection with the Clipper bank account(s) in excess of the amounts
reimbursed under Section 3.A below
q. Direct payment or reimbursement of MTC costs for network
communication.
r. Direct payment or reimbursement of MTC costs for materials
necessary for additional printing; e.g. secondary printing or
personalization, on Clipper cards
ii. Changes or Additions to Operator Operatine Costs Items. Substantive changes or
additions to the Operator -paid operating cost items set forth in B(i)(a-o) require an
amendment to this Appendix B and approval of all Parties to the MOU as of the
date of the change or addition.
C. MTC shall invoice each Operator on a monthly basis for its share of the operating costs.
The Operators shall pay MTC within fifteen (15) calendar days of receipt of such invoice.
Resolution No, 2014-156 N.C.S. Page 54
3. Revenue Allocation
Revenues generated by Clipper during any period of time, including interest earnings on funds
held by the clearinghouse and excluding fare revenues or parking fees collected on behalf of and
distributed to Operators, shall be utilized as follows:
A. To offset MTC's bank fees and direct bank charges related to the managing of the
Clipper® accounts;
B. After deduction of IVITC's bank fees and charroes under 3.A above, to reduce the
Operators' Clipper operating costs listed in 2.13(i) above; and
C. After payment of Operators' Clipper operating costs listed in 2.13(i) above, to be
allocated to Operators using the formula specified in Section I herein.
Notwithstanding the above, fees charged cardholders for card acquisition, card replacement,
balance restoration, failed Autoload funding recovery, card refund processing, and other card -
related activities shall be reserved to pay for future card procurements; provided, however, that
surcharges on limited use cards or other fare media imposed by an Operator to pay for the
acquisition, implementation, administration and replacement of such fare media shall be
distributed to and retained by such Operator. (For clarity, any surcharge imposed by an Operator
as part of its fare structure shall be considered "fare revenue" and shall be distributed to and
retained by such Operator.)
4. Incentive Payments
IvITC's $10.000.000 in incentive funds shall be allocated to pay operating costs
associated with Phase II as follows:
(1) $2,880,000 contingency to Contractor (for payment of Clipper Contract Price Schedule
Item No. 13.22.45) for transaction assurances in the event minimum transaction volumes
(20,000,000 transactions/month) are not achieved. If the minimum transaction volumes
are met and these funds are not needed, MTC may reallocate the remaining funds to other
purposes; and
(2) $7,120,000 to individual Operators, to be applied as a credit against Phase II variable
operating costs, a portion of which has already been credited to certain individual
Operators:
AC Transit
BART
Caltrain/SamTrans
Golden Gate Transit
MTA
SCVTA
$862.227
2,128,016
484,744
634,239
2,327.503
683,271
RC901LItion No, 2014-156 N.C.S.
Page 57