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HomeMy WebLinkAboutResolution 2017-161 N.C.S. 10/16/2017Resolution No. 2017 -161 N.C.S. of the City of Petaluma, California RESOLUTION APPROVING AMENDMENT NUMBER 1 TO THE AMENDED METROPOLITAN TRANSPORTATION COMMISSION (MTC) CLIPPER@ CARD MEMORANDUM OF UNDERSTANDING (MOU) MODIFYING BUSINESS RULES AND GOVERNANCE STRUCTURE OF THE CLIPPERO FARE CARD PROGRAM 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® Contractor ") to operate and maintain Clipper@ through November 2, 2019; and WHEREAS, MTC, Alameda- Contra Costa Transit District; Golden Gate Bridge Highway and Transportation District; the San Francisco Bay Area Rapid Transit District; the City and County of San Francisco, acting by and through its Municipal Transportation Agency; the San Mateo County Transit District; the Santa Clara Valley Transportation Authority; the Peninsula Corridor Joint Powers Board; the Water Emergency Transportation Authority; and collectively known as the Clipper@ Operators, have entered into the Clipper0 Memorandum of Understanding (MOU) to identify their obligations relative to the implementation, operation, maintenance of the Clipper0 program, including payment of operating fees due the Clipper@ Contractor; and WHEREAS, the aforementioned transit operators and MTC have completed a process to modernize the business rules and create a new, more responsive governance structure for managing the Clipper0 program going forward, and have all participating transit agencies adopted the 2015 Amended and Restated Clipper0 MOU which now requires amending; and WHEREAS, City of Petaluma wishes to continue to participate in the Clipper@ program and understands that agreement to abide by the terms and conditions of the 2015 Amended and Restated MOU and execution of Amendment #I to said MOU is a condition of such participation. Resolution No. 2017 -161 N.C.S. Page 1 NOW, THEREFORE, BE IT RESOLVED that the City Council of the City of Petaluma hereby authorizes the City Manager to execute Amendment #1 to the 2015 Amended and Restated Clipper0 Memorandum of Understanding, agreeing to be bound by the terms and conditions of the MOU, a copy of which is attached to this Resolution and incorporated in full. Under the power and authority conferred upon this Council by the Charter of said City. REFERENCE: I hereby certify the foregoing Resolution was introduced and adopted by the Council of the City of Petaluma at a Regular meeting on the 16t1 day of October, 2017, by the following vote: City AYES: Albertson, Vice Mayor Barrett, Healy, Kearney, King, Miller NOES: None ABSENT: Mayor Glass ABSTAIN: ATTEST None q�t Q—L� Ot� City Clerk Vice Mayor Resolution No, 2017 -161 N.C.S. Page 2 Exhibit A to Resolution AMENDMENT NO. 1 to AMENDED AND RESTATED CLIPPER® MEMORANDUM OF UNDERSTANDING This is Amendment No. 1 ( "Amendment "), effective as of April 17, 2017 ( "Amendment No. 1 Effective Date ") to the Amended and Restated Clipperg Memorandum of Understanding (the "MOU ") dated February 19, 2016, by and among the Metropolitan Transportation Commission ( "MTCs ") and the following transit operators participating in the Clippere program (referred to herein individually as an "Operator" or collectively as the "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 ( "SFMTA "); the San Mateo County Transit District ( "SamTrans "); the Santa Clara Valley Transportation Authority ( "VTA "); the Peninsula Corridor Joint Powers Board ( "Caltrain "); Central Contra Costa Transit Authority; City of Fairfield, as the operator of Fairfield and Suisun Transit; City of Petaluma; Eastern Contra Costa Transit Authority; Livermore /Amador Valley Transit Authority; Marin County Transit District; Napa Valley Transportation Authority; Solano County Transit; Sonoma County Transit; Sonoma - Marin Area Rail Transit; Vacaville City Coach; Western Contra Costa Transit Authority; San Francisco Bay Area Water Emergency Transportation Authority; City of Santa Rosa; and City of Union City; and any other transit operators that implement Clipper® and execute a Supplemental Agreement to the MOU. MTC and the Operators are referred to herein collectively as the "Parties" or individually as a "Party ". The Parties hereto agree to amend the MOU as follows: Article IV, ClipperOO Executive Board, is amended in part as follows: a. Subarticles H, Board Chair; Committees, and I, Delegates, are amended to read: H. Board Chair: Committees. The Executive Board shall bi- annually elect a Chair and Vice Chair from its members. The Chair shall provide administrative staff support to the Executive Board, as needed as determined by the Chair and the Clipper© Executive Director. The Chair may appoint advisory committees or working groups for specified projects of limited duration. The Executive Board may establish standing committees from time to time. I. Delegates. Executive Board members may appoint, in writing, delegates to vote on their behalf in the event of a member's absence from any Executive Board meeting, for up to four (4) meetings per calendar year. No voting rights are accorded to delegates, nor do delegates count toward a quorum of the Executive Board, when they are representing an Executive Board member for meetings after four (4) missed meetings in a calendar year. Resolution No. 2017 -161 N.C.S. Page 3 Amendment No. 1 Amended/ Restated Clipper® Memorandum of Understanding Page 2 A new Article XII, Common Interest, is added to the MOU, as follows: ARTICLE XII Common Interest The Parties recognize a mutuality of interest, and a need for joint cooperation in legal matters relating to Clipper®. In furtherance of this common interest, any communications among Parties and counsel for any of the Parties shall be confidential and protected from disclosure to any third party by each and every privilege — including, but not limited to, the attorney- client privilege, the attorney work product privilege, and the pooled information privilege — notwithstanding the dissemination of the communications and work product among Parties by the counsel that made the information available in the first instance. If information covered by the privileges is requested by a third party pursuant to a subpoena or other discovery request, then counsel receiving the request shall notify in a timely fashion the counsel who disclosed the information so that the privileges against disclosure may be asserted. Should any Party withdraw from or otherwise terminate its participation in the Clipper® program, such withdrawal or termination shall not impair the privileges that protect any information that has been shared prior to such action. Any Party that withdraws or terminates its participation in the Clipper© program shall promptly return all privileged materials that the Party has received. 3. All other terms of the MOU not amended herein shall remain in full force and effect. SIGNATURES ON SUBSEQUENT PAGES Resolution No. 2017 -161 N.C.S. Page 4