19-132 City of Palo Alto, Memorandum of Understanding, Fair Value Commuting - Mobility on Demand CITY OF PALO ALTO
MEMORANDUM OF UNDERSTANDING
BETWEEN THE CITY OF PALO ALTO AND CITY OF CUPERTINO
FOR FAIR VALUE COMMUTING—MOBILITY ON DEMAND
This Memorandum of Understanding ("Agreement"), dated for convenience on
July 24, 2019, by and between the CITY OF PALO ALTO, a California chartered municipal
corporation ("CITY"), and CITY OF CUPERTINO, ("PARTNER CITY"), each a "party" and
collectively the "parties". In consideration of their mutual covenants, the parties hereto
agree as follows:
1. SERVICES. The Parties shall provide or furnish the services(the"Services")to each
other in the time and manner described in the Scope of Services, attached at Exhibit A.
2. EXHIBITS. The following exhibits (and the terms contained therein) are attached
to and made a part of this Agreement:
® "A" - Scope of Services
® "B" - FTA Requirements
® "C" - FTA Grant Agreement
CONTRACT IS NOT COMPLETE UNLESS ALL INDICATED EXHIBITS ARE ATTACHED.
3. TERM. The term of this MOU is from July 1, 2019 to December 31, 2019 inclusive,
subject to the provisions of Section 10 ("Termination").
4. INDEPENDENT CONTRACTOR. It is understood and agreed that in the
performance of this Agreement, PARTNER CITY and any person employed by PARTNER
CITY shall at all times be considered an independent contractor and not an agent or
employee of CITY. PARTNER CITY shall be responsible for employing or engaging all
persons necessary to complete the work required under this Agreement.
5. SUBCONTRACTORS. PARTNER CITY may not use subcontractors to perform any
Services under this Agreement unless PARTNER CITY obtains prior written consent of CITY.
PARTNER CITY shall be solely responsible for directing the work of approved
subcontractors and for any compensation due to subcontractors.
6. COMPLIANCE WITH LAWS. PARTNER CITY shall in the performance of the Services
comply with all applicable federal, state and local laws, ordinances, regulations, and
orders, including the requirements of the Federal Transit Administration in Exhibit B and
Exhibit C of this Agreement.
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7. MONITORING OF SERVICES. CITY may monitor the Services performed under this
Agreement to determine whether PARTNER CITY's work is completed in a satisfactory
manner and complies with the provisions of this Agreement.
8. AUDITS. PARTNER CITY agrees to permit CITY and its authorized representatives
to audit, at any reasonable time during the term of this Agreement and for three(3)years
from the date of final payment, PARTNER CITY's records pertaining to matters covered by
this Agreement. PARTNER CITY agrees to maintain accurate books and records in
accordance with generally accepted accounting principles for at least three (3) years
following the terms of this Agreement.
9. HOLD HARMLESS. Each Party shall indemnify and hold harmless to the fullest
extent permitted by law the other Party and each of their respective affiliates, owners,
lenders, directors, officers, investors, members, managers,employees, attorneys, agents,
contractors,sublicensees,affiliates,subsidiaries,successors,and assigns from and against
any and all damages, liabilities, costs, expenses, claims, and/or judgments, including,
without limitation, reasonable attorney's fees and disbursements that any of them may
suffer form or incur and that may directly or indirectly arise and/or result from the
indemnifying Party's gross negligence or willful misconduct.
10. TERMINATION. Either party may terminate this Agreement without cause by
giving thirty (30) days' prior written notice. If either party fails to perform any of its
material obligations under this Agreement, in addition to all other remedies provided by
law, the non-defaulting party may terminate this Agreement immediately upon written
notice of termination. Upon receipt of such notice of termination, the defaulting party
shall immediately discontinue performance.
11. ASSIGNMENTS/CHANGES. This Agreement binds the parties and their successors
and assigns to all covenants of this Agreement. This Agreement shall not be assigned or
transferred without the prior written consent of CITY and PARTNER CITY. No
amendments, changes or variations of any kind are authorized without the written
consent of CITY and PARTNER CITY.
12. GOVERNING LAW. This Agreement shall be governed and interpreted by the laws
of the State of California.
13. ENTIRE AGREEMENT. This Agreement, including all exhibits, represents the entire
agreement between the parties with respect to the services that may be the subject of
this Agreement. Any variance in the exhibits does not affect the validity of the Agreement
and the Agreement itself controls over any conflicting provisions in the exhibits. This
Agreement supersedes all prior agreements, representations, statements, negotiations
and undertakings whether oral or written.
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14. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the
Charter of the City of Palo Alto and the Palo Alto Municipal Code. This Agreement will
terminate without any penalty(a) at the end of any fiscal year in the event that funds are
not appropriated for the following fiscal year, or(b) at any time within a fiscal year in the
event that funds are only appropriated for a portion of the fiscal year and funds for this
Agreement are no longer available. This Section shall take precedence in the event of a
conflict with any other covenant,term, condition, or provision of this Agreement.
15. AUTHORITY. The individual(s) executing this Agreement on behalf of the parties
represent and warrant that they have the legal capacity and authority to do so on behalf
of their respective legal entities.
16. INTELLECTUAL PROPERTY. PARTNER CITY hereby waives any and all ownership
and intellectual property rights to all developments, inventions, creations, contributions,
plans, designs, deliverables and any and all other work product involving the RideAmigos
ECTR platform (whether in tangible media, electronic media or otherwise) that are
directly or indirectly developed by CITY (whether by itself or with others) in the course of
this Agreement, or using Confidential Information (or any portion thereof) in the scope of
Participation belonging to or directly or indirectly provided by CITY.
To the extent that any portions of the work product are not eligible as a work made for
hire, PARTNER CITY hereby assigns and transfers entirely and irrevocably to Right Click
Solutions, Inc. ("CONTRACTOR") all rights, title and interest in and to the work product
involving the RideAmigos ECTR platform (including without limitation any and all
intellectual property rights thereto and all goodwill associated therewith and symbolized
thereby), in any and all media now or hereafter known, throughout the world and in
perpetuity.
PARTNER CITY hereby irrevocably waives any and all "moral rights" and similar rights now
or hereafter existing in and to all work product involving the RideAmigos ECTR platform
developed under this Agreement. PARTNER CITY recognizes CONTRACTOR's exclusive
right,title,and interest in and to all service marks,trademarks,and trade names and other
intellectual property directly or indirectly used by CONTRACTOR and PARTNER CITY
agrees not to directly or indirectly engage in any activities or commit any acts, directly or
indirectly, that may contest, dispute, or otherwise impair CONTRACTOR's exclusive right,
title, and interest therein, nor shall PARTNER CITY directly or indirectly cause
diminishment of value of said trademarks or trade names or intellectual property through
any act or representation. PARTNER CITY shall not apply for, use, acquire, or claim any
right, title, or interest in or to any CONTRACTOR service marks, trademarks, or trade
names, or other intellectual property that may be confusingly similar to any of them,
through advertising or otherwise.
PARTNER CITY is subject to the intellectual property rights (among others) of the United
States Federal Transit Administration ("FTA") as promulgated in the FTA's Master
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Agreement, as amended by the FTA. Should the FTA assert its rights pursuant to the
Master Agreement to intellectual property developed under this Agreement, PARTNER
CITY shall comply with the FTA's requirements as detailed in the Master Agreement.
17. CONFIDENTIAL INFORMATION. Except as permitted herein and subject to
applicable laws, including any disclosure requirements impacting CITY or PARTNER CITY,
each party agrees to preserve as confidential and hold in trust for the benefit of the other
Party all Confidential Information (defined below) learned in connection with or related
to this Agreement. Each Party will not directly or indirectly use or disclose Confidential
Information outside the scope of Services or the delivery of the deliverables of the other
Party, regardless of why this Agreement ended. "Confidential Information" includes
source code, library code, object code, know-how, deliverables, trade secrets, tech pack
data and instructions,technical data,processes,designs,collection plans,graphic designs,
sourcing, inventions,discoveries,applications, business plans,computer software designs
and systems, routines and sub-routines, market studies, processing techniques,
personally identifiable information, all intellectual property rights. If either Party
requests, the non-requesting Party shall promptly return to the requesting Party or
permanently destroy, or irretrievably delete and verify same in writing, as specified by
the requesting Party, all of the requesting Party's Confidential Information, together with
all copies, extracts, notes or summaries thereof.
18. PERSONALLY IDENTIFIABLE INFORMATION. Each of the Parties shall comply
with its obligations under all applicable data protection laws relating to personally
identifiable information provided to such Party by another party in connection with the
Transactions ("PII") and shall hold all PII in confidence, comply with the providing party's
reasonable instructions regarding the handling of PII and take security measures to
safeguard PII against unauthorized, unlawful or accidental access, loss, destruction,
damage, disclosure, transfer or other improper use.
19. DISCLAIMER. THE SERVICES AND DELIVERABLES ARE DELIVERED "AS IS",
WITHOUT ANY REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER,
INCLUDING EXPRESSED OR IMPLIED AND/OR ANY WARRANTY OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE.
IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives
executed this Agreement on the date first above written.
CITY OF PALO ALTO CITY OF CUPERTINO
By
_J
City Manager or Designee
Name Deborah Feng
Title Citv Manager
Purchasing Manager or Designee
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C irY of- Cu PERTi OO
Approved as to form: Approved as to form:
City Attorney or Designee City Attorney o D signee G l OF PAL* WO
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EXHIBIT A
SCOPE OF SERVICES
The City of Palo Alto and Prospect Silicon Valley (ProspectSV) will provide overall
program leadership and management to PARTNER CITY during the term of this
Agreement by providing access to project/program staff/team members, including
topical experts and researchers, access to the Commuter Wallet platform during the
term of this agreement, subject to the City of Palo Alto procuring a qualified vendor and
deploying the platform, provide access to the Enterprise Commute Trip Reduction
(ECTR) Software. In addition, the City of Palo Alto and ProspectSV will handle project-
wide administration and reporting tasks, aiming to allow PARTNER CITY to focus on
implementation of the project at your site and will assist each employer pilot site
throughout the FVC Demonstration including but not limited to the following:
1. Program Set Up
• Work with PARTNER CITY on initial steps including data gathering,TDM
policy assessment, payroll policy/administration research.
o Identify the types of information about existing commuter
benefits that will be useful to help structure new elements of the
pilot program
o Help assess/provide feedback on your existing commute benefit
policies
o Identify potential opportunities to interface your payroll
system/administration with new TDM software platforms
o Interface with you and the Independent Evaluation Team to
conduct baseline and follow-up surveys
o Coordinate discussion of feebate carrot/stick or cash out policies
2. Marketing Support
• Work with you to set up an internal marketing and deployment schedule
• Coordinate with RideAmigos and other project team members to provide
input and feedback on your internal marketing materials
• Coordinate with you and project team members on specific campaigns,
such as contests or challenges
3. Enterprise Commute Trip Reduction (ECTR) Software—RideAmigos
• This includes but is not limited to, providing access to the RideAmigos
ECTR platform during the term of this Agreement, including the following
services that are supported by RideAmigos: ECTR Core Platform,
Development & License, On-boarding, Support &Admin Training,
Maintenance & Hosting, RideAmigos Academy Enrollment, Custom
Development.
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4. Commuter Wallet Software Deployment
• City of Palo Alto will provide access and license to commuter wallet
functionality that is developed through the course of this project.
• On boarding, training, hosting, maintenance, would be included in any
commuter wallet deployment to the extent that commuter wallet
functionality is deployed.
5. One-time grant to PARTNER CITY in the amount of five-thousand dollars ($5,000)
that shall be used to further the goals of this MOU as long as the funds are spent
in compliance with the FTA grant agreement, the FTA Master Agreement and
purchases are made in accordance to FTA's "Buy America" requirement.
6. Workshops and meetings with topical experts, researchers, and other pilot
partner Commute Champions to aid in learning, knowledge sharing,
collaboration, and coalition building.
PARTNER CITY shall:
1. Commit to participate through December 31, 2019 with an option of a three (3)
month extension if project start date is delayed.
2. Provide executive support to adopt and enable project components, even if
temporary, including but not limited to the following:
• Interacting with administrative systems including IT and HR
• Testing of fees, rebates, and incentives that are related to employee
commute travel behavior
• Marketing and enrollment in software platforms (RideAmigos ECTR
platform and Commuter Wallet platform)
• Supplementary investment in gap filling services (optional beyond the
amount provided by the City of Palo Alto)
• Assigning and maintaining staff-level support for the Demonstration
Project (designate staff Commute Champion and allow continued
participation for the duration of the project)
3. Participate in deploying the Commuter Wallet software to pilot program
employees and providing overall input and feedback to support the Commuter
Wallet software development.
4. Participate in project research (insights into employer level barriers)
• Research into existing and planned internal policies on commute
benefits, parking
• Meetings, surveys with research team
• Participate in the development of customized policy and funding
mechanisms to support ongoing operation of the project components,
should PARTNER CITY elect to continue
• Participate in post-project interviews and surveys.
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5. Assign Commute Champion(s) who is responsible for:
• Recruiting and maintaining 10-20 actively participating employees
• Program marketing, advertising, employee communication to maintain
active participation (employees commit to using RideAmigos ECTR
platform and Commuter Wallet platform daily; meet with Commute
Champion occasionally, complete research surveys, complete exit survey
if leaving program early)
• Determining appropriate incentives, fees, rebates for PARTNER CITY
• Providing first level software support to participating employees
• Administering research surveys to all potentially eligible employees and
to participating employees
6. Provide relevant employee data
• Data for gap analysis: home and work locations and commute
characteristics to be gathered anonymously through survey mechanism
• Usage level of existing commute benefit programs
• Data necessary to demonstrate integration of the RideAmigos ECTR
platform and Commuter Wallet platform with PARTNER CITY
administrative/IT/HR/payroll systems, such as financial transactions (fees,
rebates, incentives), commute benefits transactions (pass through of
subsidies, transit passes), and rewards (merchandise, gift cards, prize
draws, earned administrative leave, etc. as determined by PARTNER CITY)
7. Report on a monthly basis the time and billing rates of PARTNER CITY's staff time
that work on this project
• The billing rate shall include the fully benefited hourly wage (and not just
the hourly wage) and shall be submitted to the City of Palo Alto by the 51n
of every month.
8. Use one-time grant in the amount of five-thousand dollars($5,000) to further
the goals of this MOU, spend funds in compliance with the FTA grant agreement,
the FTA Master Agreement and purchases are made in accordance to FTA's "Buy
America" requirement, maintain records and receipts and submit to City of Palo
Alto on a monthly basis.
a. The Partner City must prepare and submit monthly reports on the use of
the funds.The report must include any and all applicable receipts,
purchase orders, accounting reports, expense reports, or other applicable
reports that demonstrate the use of the funds.
b. Funds must be used for direct approved project costs such as supplies,
materials, and participant incentives.
c. The Partner City agrees to request approval in writing for an expense that
is not previously approved.
d. The project partner agrees to expend the funds in ways that are
consistent with federal guidelines as well as in ways that are in
accordance with state and local policies and practices regarding use of
public funds.
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EXHIBIT B
FTA REQUIREMENTS
PARTNER CITY agrees to follow all federal laws and regulations, including applicable
provisions of the Federal Transit Administration's (FTA) Master Agreement, as updated
by the FTA from time to time. This includes adhering to those sections of the Master
Agreement in which Third Party Participants or Third Party Contracts are required to
comply with or contain, respectively. These provisions include, but are not limited to,
the following sections of the FTA Master Agreement, dated October 1, 2017, and as may
be updated by the FTA, and are made part of this Exhibit by reference:
Section 3.i.(6) Notice to Third Party Participants.
Section 4.a. Standards of Conduct.
Section 4.b. Debarment and Suspension.
Section4.d. Lobbying Restrictions.
Section4.g. Trafficking in Persons.
Section 7.b. Eligible Costs.
Section 9.a. Types of Records.
Section 9.c. Access to Recipient and Third Party Participant Records.
Section 9.d. Access to the Sites of Performance.
Section 9.e. Closeout.
Section 12. Civil Rights. (the entire section).
Section 16.d(7). Clean Air Act and the Federal Water Pollution Control Act, as amended.
Section 16.d(9). Byrd Anti-Lobbying Amendment.
Section 16.s. Access to Third Party Contract Records.
Section 18. Rights in Data and Copyrights (the entire section).
Section 24.b. Awards Not Involving Construction (Employee Protections)
Section 24.c. Awards Involving Commerce
Section 26. Environmental Protections (entire section).
Section 35.b. Alcohol Misuse and Prohibited Drug Use.
Section 36. Protection of Sensitive Security and Other Sensitive Information.
Section 38. Freedom of Information.
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As of the date of execution of this Agreement, the FTA Master Agreement can be found
at:
https://www.transit.dot.gov/sites/fta.dot.gov/files/docs/funding/grantee-
resources/sample-fta-agreements/114766/fta-master-agreement-fy2018.pdf
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EXHIBIT C
FTA GRANT AGREEMENT
(see next page)
1139584.1
11
DOT FTA
U.S. Department of Transportation Federal Transit Administration
Award
Federal Award Identification Number CA-2017-020-00
(FAIN)
Temporary Application Number 2303-2017-1
Award Name Bay Area Fair Value Commuting (FVC) Demonstration
Project
Award Status Obligated/Ready for Execution
Award Budget Number 0
Part 1 : Recipient Information
Name: PALO ALTO, CITY OF
Recipient ID Recipient OST Type Recipient Alias Recipient DUNS
2303 City CITY OF PALO ALTO 050520782
Location Type Address City State Zip
Headquarters 250 HAMILTON AVE PALO ALTO CA 94301
Physical Address 250 HAMILTON AVE PALO ALTO CA 94301
Mailing Address P. O. BOX 10250 PALO ALTO CA 94303
Union Information
There are no union contacts for this application
Part 2: Award Information
Title: Bay Area Fair Value Commuting (FVC) Demonstration Project
FAIN Award Status Award Type Date Last Updated From
Created Date TEAM?
CA-2017- Obligated/ Ready for Cooperative 1/17/2017 1/17/2017 No
020-00 Execution Agreement
Award Executive Summary
The Bay area Fair Value Commuting (FVC) Demonstration Project is a Mobility on Demand (MOD)
research and demonstration project.
In pursuit of Bay Area congestion relief and air quality improvement, state/regional/local objectives have
converged on 15% per-capita VMT reduction and 2x transit/biking use. In pursuit of regional objectives,
this MOD Sandbox demonstration project has the potential to gradually reduce Bay Area single
occupancy vehicle (SOV)commute share from 75%to 50%. The demonstration project's
technology/policy solution is called Fair Value Commuting and consists of five components.
• Enterprise Commute Trip Reduction (ECTR) software.
• Mobility Aggregation (MobAg) app, a mobile multimodal trip planning application.
•A revenue-neutral workplace parking feebate.
• Gap Filling analytics; and
• Reduction of systemic obstacles to transit use.
The total eligible project cost is $1,356,250. The federal funding will include$329,842 in FY14, and
$755,158 in FY 16 Section 5312 funding for a total federal participation of$1,085,000. These funds will be
matched with $271,250 in local cost share.
Attachments to this application include the project's Statement of Work (SOW).
This application includes funds for Research and/or Development activities.
Federal Role: The FTA will actively participate in the project activities by directing activities, attending
review meetings, commenting on technical reports, and maintaining frequent contact with the local project
manager. FTA reserves the right to re-direct project activities and funding for the project supported under
this Award and their related activities.
Recipient Role:The City of Palo Alto, along with its project partners, will manage the project as outlined in
the attached statement of work including, preparing technical, status, and financial reports; and submitting
deliverables.
Special Conditions:
The recipient will ensure the project team cooperates and provides support to the independent evaluator,
as designated by FTA, in their efforts to evaluate the MOD Sandbox projects and the overall MOD
Sandbox program, including input to the evaluation plan, as appropriate, and ensuring their MOD sandbox
project team provides the independent evaluator qualitative and/or quantitative data as specified in the
evaluation plan.
The recipient will develop a plan for how the project will address accessible and equitable mobility service
for all travelers and will address in particular how the project will provide equivalent service for all travelers
as required by U.S. DOT ADA regulations.
The recipient will coordinate with FTA any significant media relations and community outreach directly
related to the MOD Sandbox program.
The local share of this award may be deferred as necessary, consistent with the project milestone
schedule. The recipient will be reimbursed for actual costs, as detailed in the project milestone schedule
and project budget. The Recipient agrees that it will maintain adequate cost records to support any
payment request, and that the payment requested will not exceed the Federal share of the costs actually
incurred for the milestone.
The Recipient shall comply with the requirements of FTA Circular 6100.1 E, "Research, Technical
Assistance and Training Program: Application Instructions and Program Management Guidelines."
The Recipient is responsible for awarding or managing any third party contracts or partnering
arrangements associated with this project in accordance with the requirements of FTA Circular 4220.1 F,
"Third Party Contracting Requirements."
Delinquent Federal Debt
No, my organization does not have delinquent federal debt.
Requires E.O. 12372 Review
No, this application does not require E.O. 12372 Review.
Subject to Pre-Award Authority
Yes, this application is subject to Pre-Award Authority.
Will this Grant be using Lapsing Funds?
No, this Grant does not use Lapsing Funds.
Frequency of Milestone Progress Reports(MPR)
Quarterly
Frequency of Federal Financial Reports (FFR)
Quarterly
Award Point of Contact Information
First Name Last Name Title E-mail Address Phone
Christina Gikakis Christina.Gikakis@dot.gov (202)366-2637
Gil Friend Chife Sustainability Officer gil.friend@cityofpaloalto.org 650-329-2447
Award Budget Control Totals
Funding Source Section of CFDA Amount
Statute Number
49 USC 5312- Research, Development, Demonstration, 5312 20514 $329,842
Deployment
49 USC 5312-(FAST)Public Transportation Innovation 5312-1 20514 $755,158
Local $0
Local/In-Kind $271,251
State $0
State/In-Kind $0
Other Federal $0
Transportation Development Credit $0
Total Eligible Cost $1,356,251
Award Budget
Project Budget Item FTA Amount Non-FTA Total Eligible Quantity
Number Amount Amount
CA- 550-
2017- 00 Research Projects $1,085,000.00 $271,251.00 $1,356,251.00 0
020-01- (550-
00 Al)
CA-
2017- 55.14.00 MANAGERIAL,TECHNICAL $32,000.00 $8,000.00 $40,000.00 0
020-01- & PROFESSIONAL
00
CA-
2017- 55.54.00 OTHER $48,000.00 $12,000.00 $60,000.00 0
020-01-
00
CA-
2017- 55.74.00 OTHER PROJECT COSTS $755,158.00 $188,790.00 $943,948.00 0
020-01-
00
CA-
2017- 55.74.00 OTHER PROJECT COSTS $249,842.00 $62,461.00 $312,303.00 0
020-01-
00
Earmark and Discretionary Allocations
Earmark ID Earmark Name Amount Applied
D2017-MODD-004 Bay Area Fair Value Commuting Demonstration (Palo Alto) $755,158
D2017-MODD-003 Bay Area Fair Value Commuting Demonstration (Palo Alto) $329,842
Sources of Federal Financial Assistance
PO Project Scope Scope Scope UZA Area Account Class FPC Description Amendment
Number Number Name Number Suffix Code Name Code Amount
CA- Tech
CA-26- 2017- Research 550-00 Al 060000 California 2014.23.26.TD.1 01 demonstration $329,842
1013 020-01- Projects (550)
&d
00 eployment
CA-
2017- Research,CA-26- 020-01- Projects (550)Research 55 0) Development,
1013 020-0 A2 060000 California 2016.25.26.TD.2 01 Demonstration, $755,158
and
00 Deployment
Part 3: Project Information
Project Title: Bay Area Fair Value Commuting (FVC) Demonstration
Project
Project Number Temporary Project Number Date Created Start Date End Date
CA-2017-020-01-00 2303-2017-1-P1 1/17/2017 10/13/2016 7/1/2019
Project Description
The FVC demo project will demonstrate how technology can aid in reducing traffic congestion. The project
will take place in Silicon Valley, which has one of the highest congestion levels in the nation; and will span
approximately two years. The demo project will be lead by the City of Palo Alto in conjunction with Joint
Venture Silicon Valley.
Project Benefits
Key FVC benefits on a Regional scale are:
• Creates $670M/year of new transit, biking, carpool, and mobility service funding out of thin air(equivalent
to a half-cent sales tax).
• Benefits lower income workers more than higher income workers.
• Reduces 1 M car trip/day, 1.3M tons/GHG/year, 3AB VMT/year at a "negative cost" of$558/ton GHG
reduced.
• Creates a large new pro-transit voting constituency
Additional Information
The FVC demonstration project's Statement of Work (SOW) is attached to this grant application.
Location Description
The demonstration project will take place in the San Francisco, California, Bay Area, specifically Silicon
Valley.
Project Location (Urbanized Areas)
UZA Code Area Name
060000 California
Congressional District Information
State District Representative
California 18 Anna Eshoo
California 17 Ro Khanna
Project Control Totals
Funding Source Section of CFDA Amount
Statute Number
49 USC 5312- Research, Development, Demonstration, 5312 20514 $329,842
Deployment
49 USC 5312-(FAST) Public Transportation Innovation 5312-1 20514 $755,158
Local $0
Local/In-Kind $271,251
State $0
State/In-Kind $0
Other Federal $0
Transportation Development Credit $0
Total Eligible Cost $1,356,251
Project Budget
Project Budget Item FTA Amount Non-FTA Total Eligible Quantity
Number Amount Amount
CA- 550-
2017- 00 Research Projects $1,085,000.00 $271,251.00 $1,356,251.00 0
020-01- (550-
00 All)
CA-
2017- 55.14.00 MANAGERIAL,TECHNICAL $32,000.00 $8,000.00 $40,000.00 0
020-01- & PROFESSIONAL
00
CA-
2017- 55.54.00 OTHER $48,000.00 $12,000.00 $60,000.00 0
020-01-
00
CA-
2017- 55.74.00 OTHER PROJECT COSTS $755,158.00 $188,790.00 $943,948.00 0
020-01-
00
CA-
2017- 55.74.00 OTHER PROJECT COSTS $249,842.00 $62,461.00 $312,303.00 0
020-01-
00
Project Budget Activity Line Items
Budget Activity Line Item: 55.14.00- MANAGERIAL,TECHNICAL & PROFESSIONAL
Scope Name/Code Line Item Custom Item Name Activity Quantity
Research Projects 55.14.00 MANAGERIAL,TECHNICAL& PERSONNEL 0
(550-00) PROFESSIONAL
Extended Budget Description
This line item is for City of Palo Alto staff and internal resources to support grant project.
Will 3rd Party contractors be used to fulfill this activity line item?
No, 3rd Party Contractors will not be used for this line item.
Funding Source Section of CFDA Amount
Statute Number
49 USC 5312- Research, Development, Demonstration, 5312 20514 $32,000
Deployment
Local $0
Local/In-Kind $8,000
State $0
State/In-Kind $0
Other Federal $0
Transportation Development Credit $0
Total Eligible Cost $40,000
Milestone Name Est. Completion Description
Date
Start date is date of Letter of No Prejudice issued for
Start Date 10/13/2016 the project, and beginning of initial project activities.
Estimated completion date is estimated date project
activities will be completed.
End Date 7/1/2017 End date is end of project activities.
Budget Activity Line Item: 55.54.00- OTHER
Scope Name/Code Line Item# Custom Item Name Activity Quantity
Research Projects (550-00) 55.54.00 OTHER CONTRACTUAL 0
Extended Budget Description
This line item covers 3rd party support products and services such as travel, equipment, supplies, and
project support consulting services.
Will 3rd Party contractors be used to fulfill this activity line item?
Yes, 3rd Party Contractors will be used for this line item.
Funding Source Section of CFDA Amount
Statute Number
49 USC 5312- Research, Development, Demonstration, 5312 20514 $48,000
Deployment
Local $0
Local/In-Kind $12,000
State $0
State/In-Kind $0
Other Federal $0
Transportation Development Credit $0
Total Eligible Cost $60,000
Milestone Name Est. Completion Description
Date
This milestone covers project support provided through
Completion Date 7/1/2019 3rd party vendors, project travel, supplies, and
equipment.
Start Date 10/13/2016 The start date of this milestone is the date of the Letter
of No Prejudice issued for the project on 10/13/2016.
Budget Activity Line Item: 55.74.00-OTHER PROJECT COSTS
Scope Name/Code Line Item# Custom Item Name Activity Quantity
Research Projects (550-00) 55.74.00 OTHER PROJECT COSTS OTHER 0
Extended Budget Description
This activity line item covers work performed by project"Key Partners" as listed in the City's Project
Proposal responding to Federal Register/Vol. 81, No. 85/Tuesday, May 3, 2016 "Public Transportation
Innovation Funding Opportunity; Mobility on Demand (MOD) Sandbox Demonstration Program".
Specifically paragraph "C. Eligibility Information"of this Federal Register Notice indicates among other
things: "A key partner is essential to the project as approved by FTA and is therefore eligible for a
noncompetitive award by the applicant to provide goods or services described in the application."
Will 3rd Party contractors be used to fulfill this activity line item?
Yes, 3rd Party Contractors will be used for this line item.
Funding Source Section of CFDA Amount
Statute Number
49 USC 5312- Research, Development, Demonstration, 5312 20514 $249,842
Deployment
Local $0
Local/In-Kind $62,461
State $0
State/In-Kind $0
Other Federal $0
Transportation Development Credit $0
Total Eligible Cost $312,303
Milestone Name Est. Completion Description
Date
Start Date 10/13/2016 Start date is date of Project Letter of No Prejudice
10/13/2016.
End Date 7/1/2019 End date is completion of project activities.
Budget Activity Line Item: 55.74.00-OTHER PROJECT COSTS
Scope Name/Code Line Item# Custom Item Name Activity Quantity
Research Projects (550-00) 55.74.00 OTHER PROJECT COSTS OTHER 0
Extended Budget Description
This activity line item covers work performed by project"Key Partners"as listed in the City's Project
Proposal responding to Federal Register/Vol. 81, No. 85/Tuesday, May 3, 2016"Public Transportation
Innovation Funding Opportunity; Mobility on Demand (MOD)Sandbox Demonstration Program".
Specifically paragraph "C. Eligibility Information"of this Federal Register Notice indicates among other
things: "A key partner is essential to the project as approved by FTA and is therefore eligible for a
noncompetitive award by the applicant to provide goods or services described in the application."
Will 3rd Party contractors be used to fulfill this activity line item?
Yes, 3rd Party Contractors will be used for this line item.
Funding Source Section of CFDA Amount
Statute Number
49 USC 5312 -(FAST) Public Transportation 5312-1 20514 $755,158
Innovation
Local $0
Local/In-Kind $188,790
State $0
State/In-Kind $0
Other Federal $0
Transportation Development Credit $0
Total Eligible Cost $943,948
Milestone Name Est. Completion Description
Date
Start Date 10/13/2016 Start Date is the date of the Project's Letter of No
Prejudice.
End Date 7/1/2019 End Date is date of completion of project activities.
Project Environmental Findings
Finding: Class II(c)- Categorical Exclusions (C-List)
Class Level Description
Class II(c) consists of projects called categorical exclusions (CEs)which are known not to have, either
individually or cumulatively, a significant environmental impact on the human or natural environment
and are therefore categorically excluded from the requirement to prepare an environmental assessment
or an environmental impact statement. Class II(c)does not require documentation.
Categorical Exclusion Description
Type 04: Planning and administrative activities which do not involve or lead directly to construction,
such as: training, technical assistance and research; promulgation of rules, regulations, directives, or
program guidance; approval of project concepts; engineering; and operating assistance to transit
authorities to continue existing service or increase service to meet routine demand.
Date Description Date
Class Ilc CE Approved 1/9/2017
Part 4: Fleet Details
No fleet data exists for this application.
Part 5: FTA Review Comments
FTA Review Internal Comments
Comment By Christina Gikakis
Comment Environmental Concurrence
Type
Date 1/18/2017
Comment This project has a categorical exclusion.
Comment By Christina Gikakis
Comment Technical Concurrence
Type
Date 1/18/2017
Comment The Project Manager has reviewed and approved this application and submits it for
approval.
Comment By Gwo-Wei Torng
Comment Operations Concurrence
Type
Date 2/9/2017
Comment
Comment By Jamie Pfister
Comment Planning Concurrence
Type
Date 2/9/2017
Comment Selected as part of 2016 MOD Sandbox; ready for award of these funds previously
announced in Oct 2016.
Comment By Stephen Pereira
Comment Legal Concurrence
Type
Date 2/10/2017
Comment
Comment By Vincent Valdes
Comment RA Concurrence
Type
Date 2/10/2017
Comment
Part 6: Agreement
UNITED STATES OF AMERICA
DEPARTMENT OF TRANSPORTATION
FEDERAL TRANSIT ADMINISTRATION
COOPERATIVE AGREEMENT
(FTA C-23, October 1, 2016)
On the date the authorized U.S. Department of Transportation, Federal Transit Administration (FTA)
official sign this Cooperative Agreement, FTA has obligated and awarded federal assistance as provided
below. Upon execution of this Cooperative Agreement by the Recipient named below, the Recipient
affirms this FTA Award, enters into this Cooperative Agreement with FTA, and binds its compliance with
the terms of this Cooperative Agreement.
The following documents are incorporated by reference and made part of this Cooperative Agreement:
(1) "Federal Transit Administration Master Agreement," FTA MA(23), October 1, 2016,
http://www.fta.dot.gov,
(2)The Certifications and Assurances applicable to the FTA Award that the Recipient has selected and
provided to FTA, and
(3)Any Award notification containing special conditions or requirements, if issued.
WHEN THE TERM "FTA AWARD" OR"AWARD" IS USED, EITHER IN THIS COOPERATIVE
AGREEMENT OR THE APPLICABLE MASTER AGREEMENT, "AWARD"ALSO INCLUDES ALL
TERMS AND CONDITIONS SET FORTH IN THIS COOPERATIVE AGREEMENT.
FTA OR THE FEDERAL GOVERNMENT MAY WITHDRAW ITS OBLIGATION TO PROVIDE FEDERAL
ASSISTANCE IF THE RECIPIENT DOES NOT EXECUTE THIS COOPERATIVE AGREEMENT WITHIN
90 DAYS FOLLOWING FTA's AWARD DATE SET FORTH HEREIN.
FTA AWARD
Federal Transit Administration (FTA) hereby awards a Federal grant as follows:
Recipient Information
Recipient Name: PALO ALTO, CITY OF
Recipient ID: 2303
DUNS No: 050520782
Award Information
Federal Award Identification Number: CA-2017-020-00
Award Name: Bay Area Fair Value Commuting (FVC) Demonstration Project
Award Executive Summary: The Bay area Fair Value Commuting (FVC) Demonstration Project is a
Mobility on Demand (MOD) research and demonstration project.
In pursuit of Bay Area congestion relief and air quality improvement, state/regional/local objectives have
converged on 15% per-capita VMT reduction and 2x transit/biking use. In pursuit of regional objectives,
this MOD Sandbox demonstration project has the potential to gradually reduce Bay Area single
occupancy vehicle (SOV)commute share from 75%to 50%. The demonstration project's
technology/policy solution is called Fair Value Commuting and consists of five components.
• Enterprise Commute Trip Reduction (ECTR)software.
• Mobility Aggregation (MobAg) app, a mobile multimodal trip planning application.
•A revenue-neutral workplace parking feebate.
• Gap Filling analytics; and
• Reduction of systemic obstacles to transit use.
The total eligible project cost is$1,356,250. The federal funding will include $329,842 in FY14, and
$755,158 in FY 16 Section 5312 funding for a total federal participation of$1,085,000. These funds will
be matched with $271,250 in local cost share.
Attachments to this application include the project's Statement of Work (SOW).
This application includes funds for Research and/or Development activities.
Federal Role: The FTA will actively participate in the project activities by directing activities, attending
review meetings, commenting on technical reports, and maintaining frequent contact with the local project
manager. FTA reserves the right to re-direct project activities and funding for the project supported under
this Award and their related activities.
Recipient Role: The City of Palo Alto, along with its project partners, will manage the project as outlined in
the attached statement of work including, preparing technical, status, and financial reports; and submitting
deliverables.
Special Conditions:
The recipient will ensure the project team cooperates and provides support to the independent evaluator,
as designated by FTA, in their efforts to evaluate the MOD Sandbox projects and the overall MOD
Sandbox program, including input to the evaluation plan, as appropriate, and ensuring their MOD
sandbox project team provides the independent evaluator qualitative and/or quantitative data as specified
in the evaluation plan.
The recipient will develop a plan for how the project will address accessible and equitable mobility service
for all travelers and will address in particular how the project will provide equivalent service for all
travelers as required by U.S. DOT ADA regulations.
The recipient will coordinate with FTA any significant media relations and community outreach directly
related to the MOD Sandbox program.
The local share of this award may be deferred as necessary, consistent with the project milestone
schedule. The recipient will be reimbursed for actual costs, as detailed in the project milestone schedule
and project budget. The Recipient agrees that it will maintain adequate cost records to support any
payment request, and that the payment requested will not exceed the Federal share of the costs actually
incurred for the milestone.
The Recipient shall comply with the requirements of FTA Circular 6100.1 E, "Research, Technical
Assistance and Training Program: Application Instructions and Program Management Guidelines."
The Recipient is responsible for awarding or managing any third party contracts or partnering
arrangements associated with this project in accordance with the requirements of FTA Circular 4220.1 F,
"Third Party Contracting Requirements."
Total Award Budget: $1,356,251.00
Amount of Federal Assistance Obligated for This FTA Action (in U.S. Dollars): $1,085,000.00
Amount of Non-Federal Funds Committed to This FTA Action(in U.S. Dollars): $271,251.00
Total FTA Amount Awarded and Obligated (in U.S. Dollars): $1,085,000.00
Total Non-Federal Funds Committed to the Overall Award (in U.S. Dollars): $271,251.00
Award Budget Control Totals
(The Budget includes the individual Project Budgets (Scopes and Activity Line Items)or as attached)
Funding Source Section of CFDA Amount
Statute Number
49 USC 5312- Research, Development, Demonstration, 5312 20514 $329,842
Deployment
49 USC 5312-(FAST) Public Transportation Innovation 5312-1 20514 $755,158
Local $0
Local/In-Kind $271,251
State $0
State/In-Kind $0
Other Federal $0
Transportation Development Credit $0
Total Eligible Cost $1,356,251
(The Transportation Development Credits are not added to the amount of the Total Award Budget.)
Project Information
Project project Title Project Description
Number
CA-2017- Bay Area Fair Value The FVC demo project will demonstrate how technology can aid in
020-01-00 Commuting (FVC) reducing traffic congestion. The project will take place in Silicon
Demonstration Project Valley, which has one of the highest congestion levels in the nation;
and will span approximately two years. The demo project will be lead
by the City of Palo Alto in conjunction with Joint Venture Silicon
Valley.
Project Funding Summary
Funding Source Section of CFDA Amount
Statute Number
49 USC 5312 - Research, Development, Demonstration, 5312 20514 $329,842
Deployment
49 USC 5312- (FAST) Public Transportation Innovation 5312-1 20514 $755,158
Local $0
Local/In-Kind $271,251
State $0
State/In-Kind $0
Other Federal $0
Transportation Development Credit $0
Total Eligible Cost $1,356,251
U.S. Department of Labor Certification of Public Transportation Employee Protective
Arrangements:
Original Certification Date:
TERMS AND CONDITIONS
Special Conditions
There are no special conditions.
Awarded By:
Jamie Pfister
Supervisor
FEDERAL TRANSIT ADMINISTRATION
U.S. DEPARTMENT OF TRANSPORTATION
Contact Info:
Award Date: 2/15/2017 1:40 PM GMT+00:00
EXECUTION OF THE COOPERATIVE AGREEMENT
There are several identical counterparts of this Cooperative Agreement in typewritten hard copy. Each
counterpart is:
(1) Fully signed in writing by the duly authorized officials of FTA or the Federal Government and the
Recipient, and
(2) Deemed to be an original having identical legal effect.
Upon full execution of this Cooperative Agreement by the Recipient, the Effective Date will be the date
FTA or the Federal Government awarded Federal assistance for this Cooperative Agreement.
By executing this Cooperative Agreement,the Recipient intends to enter into a legally binding agreement
in which the Recipient:
(1) Affirms this FTA Award,
(2) Adopts and ratifies all of the following information it has submitted to FTA:
(a) Statements,
(b) Representations,
(c) Warranties,
(d) Covenants, and
(e) Materials,
(3) Consents to comply with the requirements of this FTA Award, and
(4) Agrees to all terms and conditions set forth in this Cooperative Agreement.
Executed By:
PALO ALTO, CITY OF