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Page 1: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million
Page 2: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

TABLE OF CONTENTS

CEO LETTER ......................................................................................................... 1

AGENDA ................................................................................................................ 5

BOARD MINUTES ................................................................................................... 6

DEPARTMENTAL REPORTS .....................................................................................

TRANSPORTATION ........................................................................................... 12

MAINTENANCE ................................................................................................. 21

FINANCE ........................................................................................................... 26

PLANNING ......................................................................................................... 27

INFORMATION TECHNOLOGY ........................................................................... 33

HUMAN RESOURCES ........................................................................................ 34

FOR YOUR INFORMATION ................................................................................... 38

RESOLUTIONS ..................................................................................................... 66

Page 3: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

To: President Charles DeGraff and the Board of Trustees

From: Kirt Conrad, CEO

Re: July Board meeting Date: July 17, 2014

Transportation funding bill, MAP 21, is set to expire at the end of this current fiscal year (September 30). Congress and the President have been working on

a new transportation; however, it does not seem they will be able to get a multiple year funding bill in place. Both the House and Senate have proposed

bill extending the current program until next year. As long as the bill is extended, we should not experience any funding issues. When the federal funding is extended at less than annual appropriations, it creates a lot of

uncertainty and increased administrative work. We have been working with the American Public Transportation Association (APTA) and the Bus Collation

to improve the next transportation bill. Problem:

Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds.

MAP-21 eliminated the $984 million competitive Bus and Bus Facilities

program, moving $422 million to a Formula Bus program (Section 5339) and created a net loss of $562 million, or 57 percent, to dedicate bus

capital funding. Justification:

Bus Transit needs have continued to grow during the two years that

MAP-21 has been in existence and the lack of available funding is creating a crisis in the delivery of safe and reliable bus service. The longer bus systems go without proper funding, the greater the possibility

systems will be forced to use older, higher-mileage buses to support their service area. This will increase maintenance costs, and decrease funds

available for the purchase of newer and more efficient buses.

While core formula funds can be used for bus capital needs, funds

specific to capital investments are critical for transit agencies to plan their bus and facility replacement needs.

Bus systems in the United States carry more than 52% of all transit

riders and receive only 9.5% of transit capital program funds under MAP-21.

Request:

The Bus Coalition requests that Congress, in addition to the (Section

5339), Bus Facilities and Formula Grants Program, establish a

1

Page 4: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

competitive Bus State of Good Repair program as a counterpart to the State of Good Repair program (Section 5337) or restore the old Bus &

Bus Facilities with modifications.

Either should be funded out of the Mass Transit Account of the Highway

Trust Fund.

Either should be funded with at least $353 M for FY15, $492 M for FY16,

$ 687 M for FY17, $777 M for FY18, $878 M for FY19, $992 for FY20, with the proviso that no more than 4 percent would be available to any

one recipient in any one grant year. These amounts represent 50% of the total bus-funding program with the remaining 50% coming from the Formula Bus program.

The Formula Bus program (5339) should remain funded as is but designated recipient status should mirror 5307.

JRC I made a decision that we could not cost effectively serve JRC adult daycare in

our current format. I met Monday with Tommy Thompson, the executive director of JRC, about the future of our service with them. I told them we

could no longer provide them dedicated service with a guaranteed driver every day. We would be willing to continue transporting clients if we could include them in our normal Proline structure as our other services are. We are

working with them to develop a transition timeline and process to minimize the impact on their clients.

Ohio Lean Process In preparation for the three day in depth process of reviewing all of our intake

and processes for Proline and contracted services, a group of us (Mark, Nick, Katherine, Joe, and myself) met last Saturday for almost five hours with the facilitator from Kent State. If was a good preliminary session. We are hopeful

at the end of the effort, we will have a greatly improved intake process making it better for our riders and staff. If anyone is interested, we will have our

findings to report to leadership at 3 pm next Wednesday. If you are interested in attending to listen, let know.

$10 Fare Hearing We will be holding a hearing next month to eliminate the $10 group fare for

Proline. The fare would let a group, of at least five riders, travel to a location and back for $5 each way. It was meant to encourage seniors to travel to the same destination. The schools will use the fare to transport an entire class for

field trips or educational events if there is a student that has a Proline ID. The elimination of the fare will allow us to charge for all people or students that ride the bus while eliminate some issues we are having with the group fare. We will

present a resolution to the board at the August meeting approving the elimination.

2

Page 5: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

Canton Marathon Meeting I had a meeting on Thursday with head of the new Canton Marathon. They are

asking us to provide transportation for the marathon next year. In April of this year, a new group (in conjunction with the Hall of Fame) held the 1st Pro

Football HOF Marathon. About 3,000 people participated. Bus transportation was provided by Perry Local Schools. Next year, they are projecting over 9,000 people participating and that is more than Perry can handle.

The prior Canton Marathon, which we provided transportation, had some legal and financial problems. As a result, I decided not to participate in additional

events with them.

They are willing to prepay any expenses we will incur if we participate. I will check with FTA to ensure this does not conflict with charter rules. This service is nearly identical to what we provide for the HOF events which have been

reviewed by FTA.

Council of Governments (COG) At the June meeting, we had a discussion about creating a COG to handle the inter county demand response trips that go between county. The question was

asked why COG was needed in place of a contract between METRO, PARTA and SARTA.

PARTA (along with TRAPEZE) was one of five transit systems in the country to be awarded a competitive grant of over $1 million by FTA to develop software

platform that could integrate multiple transit systems and service providers. The original deployment plan funded by FTA called for the software and trips to be assigned to a third party, in this case a COG.

Trapeze’s license with PARTA is set to expire this year. Trapeze is willing to extend the license if PARTA assigns the software to third party like the COG.

Taking this step will protect the license while METRO, PARTA, and SARTA explore in depth feasibility of using the software as an integrated plat form.

PARTA is sending us an official request to join with back up information. I will present COG to the board in August for consideration.

Tutoring class We only require new operators to have obtained their CDL learners permit to

start their training class. However, a number of new hires will show up the first day of class without the permit. At that point, we can give them one day to pass or let them go.

In an effort to increase our numbers, we are going to offer an optional CDL tutoring session for all new hires before the first day of training. The hope is

this will encourage them to take the test before the last minute and help them pass.

3

Page 6: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

Brown Bag meetings We held a series of brown bags meetings last week to answer questions

regarding the contracted services and talk about plans for the rest of the year. Some of the questions were asked regarding the new construction plans, home

visits to new Proline riders, and the Avail system. It is a good forum to interact with employees.

Discussion Transportation Development Plan: Enclosed in the board packet is the executive summary of our current five year Transportation Development Plan.

The vast majority of it, we have accomplished. I will go over it at the meeting. Next year, we will start the process to update the plan for the next five years.

Resolutions: A. Calstart Sub Grant Recipient Agreement: This resolution will approve

the contract with Calstart accepting the first fuel cell bus. B. Asset Disposal: This resolution will authorize the disposal of old

equipment and assets.

4

Page 7: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

Stark Area Regional Transit Authority Board of Trustees Meeting

July 23, 2014 @ 5:00 PM

1. Roll Call

2. Approval/Correction of Minutes A. June 25, 2014

B. July 9, 2014

3. Citizen Communications

4. Board Committee Reports

A. Finance – James Reinhard (Chairperson)

5. Departmental Reports

A. Transportation – Tom Williams B. Maintenance – Mark Finnicum

C. Finance – Joe Brodzinski D. Planning – Katherine Manning E. IT – Craig Smith

F. HR – Kristy Williams

6. Communications

A. President B. Board C. Executive Director/CEO

7. For Your Information

8. Resolutions A. CALSTART

B. Obsolete Inventory

5

Page 8: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

Stark Area Regional Transit Authority Board of Trustees Meeting

June 25, 2014 @ 5:00pm

Mr. DeGraff called the meeting to order at 5:05pm. Attendance

Board (Quorum Present) Chuck DeGraff (Executive Director/CEO), Ron Macala (Vice President), Jerry Bixler, Margaret Egbert, Amanda Fletcher, Jim Reinhard, Chet Warren

Excused

Ed Grier Mr. Warren moved to accept the excused absences. Mr. Macala seconded the motion; vote passed unanimously.

Absent

Jim Dyke Staff

Kirt Conrad (Executive Director/CEO), Craig Smith (Director, Information Technology), Nicholas Davidson (Proline & Customer Service Supervisor), Mark Finnicum (Chief Operating Officer), Joe Brodzinski (Director, Finance), Tammy

Marie Brown (Civil Rights Manager)

Other Gust Callas (Black McCuskey, Deborah Evans (Citizen)

Approval of Minutes May 14, 2014 Mr. Macala moved to adopt the meeting minutes. Ms. Fletcher seconded the

motion; vote passed unanimously.

May 28, 2014 Mr. Warren moved to adopt the meeting minutes. Ms. Egbert seconded the motion, vote passed unanimously.

Citizens Communications

Deborah Evans expressed concern regarding issues with Route 102 being over crowded.

Board Committees Mr. DeGraff made the decision to dissolve the personnel committee.

6

Page 9: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

Departmental Reports

Transportation – Tom Williams (As submitted)

Mr. Davidson reported ridership is up by 15,000 rides despite there being one less operating day.

Adjustments in Trapeze resulted in 1500 more rides and 3,000 less miles

per passenger. No show occurrences should decrease once contracted service clients are

educated on our process.

Maintenance – Mark Finnicum (As submitted)

There will be a non cdl paratransit bus build on Monday. SARTA will receive 9 vans by the end of July. As well, SARTA will receive 4 - 40 foot

buses from Gillig by the end of August early September. There is a two week process to put them in service.

MV1s will be installed with Avail in August.

Total usage for CNG fuel by the end of the month is expected to be 80,000 GGE (gas gallon equivalents) for public and SARTA use. CNG

achieves less mileage but saves SARTA money in the price. CNG out performs diesel and runs more clean.

Finance – Joe Brodzinski (As submitted) Comparing the first 5 months of 2014 to the first 5 months in 2013,

revenue is up by $643,000. This is due to sales tax receipts of $400,000 and reimbursement of CNG. Passenger sales are also up by $179,000. Expenditures are higher as well due to raises and fuel costs.

The CAFR is now complete and have been forwarded to our auditors for

approval.

Planning – Katherine Manning (As submitted)

SARTA submitted a bid for transporting Job and Family Services clients.

The number of SARTA contracted services clients is increasing.

Last month SARTA trained more riders through Travel Training than any other month previously.

Information Technology – Craig Smith (As submitted) Avail will be here August 4 to begin installation on MV1s for 3 weeks.

7

Page 10: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

Trapeze will be on site July 7-9, 2014 to conduct a health check. The health check will analyze how efficient we use the Trapeze system and

also identify the type of training that will be beneficial for staff.

Human Resources– Kristy Williams (As submitted) Kristy Williams and Brandy Pryor are currently attending the SHRM

conference. Transportation is conducting a CDL training class right now for 2 people.

The class began with 7 people. One of the biggest challenges is candidates wait to take the CDL permit test and are not prepared for the first day of training with the permit. Staff will host another meet and

greet in July to prepare for another training class.

Communications from Board President Ms. Fletcher will chair the ad hoc committee for the upcoming levy campaign.

Executive Director/CEO Trapeze

Staff is currently exploring same day adjustments that can be made in Trapeze to increase our efficiency. This process will reconfigure factors such as cancellations and additional rides that take place up to two hours prior.

Bus Accident The bus accident that took place in Green is still under investigation.

Crisis Communication

The Executive Team attended a crisis communication training. This training educated staff on how to respond to the media during times of crisis.

Positive Aggressive Discipline During the OTRP conference, Greater Dayton presented their current way of

handling discipline. Their method encourages positive progressive discipline. Cleveland and Dayton are now using this method as well. Employees have more involvement in correcting behavior that violates policy. We will explore

this method to see if this will work for our agency as well. Resolutions

Resolution #19 A Resolution Accepting Revisions To The Salary Ranges

Mr. Warren moved to adopt the resolution. Ms. Fletcher seconded the motion; vote passed unanimously.

8

Page 11: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

Resolution #20 A Resolution Authorizing The Executive Director/CEO to Enter Into A

Non-Binding Contract For The Purchase Of Five Forty-Foot CNG Buses From The Akron Metro Contract With Gillig And The Option To Purchase

An Additional Four Within The Next Five Years Mr. Warren moved to adopt the resolution. Ms. Egbert seconded the motion; vote passed unanimously.

Adjournment Mr. Warren moved to adjourn the meeting. Ms. Fletcher seconded the motion.

The meeting was adjourned at 6:01pm.

9

Page 12: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

Stark Area Regional Transit Authority Board of Trustees Work Session

July 9, 2014 @ 5:00PM

Mr. DeGraff called the meeting to order at 5:07pm. Attendance

Board (Quorum was present) Chuck DeGraff (President), Ron Macala (Vice President), Jerry Bixler, Amanda Fletcher, Margaret Egbert, Edward Grier, Chet Warren

Excused

James Reinhard Mr. Macala moved to accept the excused absences. Mr. Bixler seconded the motion; motion passed unanimously.

Absent

Jim Dyke Staff

Kirt Conrad (Executive Director/CEO), Tom Williams (Transportation Manager), Donna Davis (Transportation Administrator), Sheila Gines (Transportation Administrative Assistant), Kristy Williams (HR Administrator), Katherine

Manning (Director, Planning), Nicholas Davidson (Proline & Customer Service Supervisor), Mark Finnicum (Chief Operating Officer), Joe Brodzinski (Director,

Finance), Tammy Marie Brown (Civil Rights Manager) Other

Paul Prokopios (Fuel Cell Consultant/NASA Retiree), Robert Murphy (Black McCuskey)

Hydrogen Fuel Cell Demonstration Mr. Conrad, along with Paul Prokopios, provided the Board with some

information regarding the volatility of hydrogen. The capital price is more cost efficient to receive hydrogen in liquid form. The highest price estimate is $8 per kilogram. Extensive dialogue continued with every Board member’s input

regarding the support and concern of backing the demonstration of the hydrogen fuel cell bus. Mr. Conrad will do some additional research and bring

a proposal/contract back to the Board. Contract Services/LEAN Ohio Six Sigma

Mr. Finnicum presented information to the Board concerning contracted services. Discussion followed detailing the breakdown of each service regarding revenue, costs, and specific services provided to each.

10

Page 13: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

SARTA staff attended a one week Lean Ohio training that integrates Six Sigma principles. Since attending this course, one of the facilitators through Kent

Stark State has been retained to help us streamline our contract service process.

Hall Of Fame Map Ms. Manning passed out a map that will be distributed during the Hall of Fame

festivities. The map outlines SARTA pick up/drop off times & locations, area hotels and restaurants.

Adjournment Mr. Warren moved to adjourn the meeting at 7:02pm.

11

Page 14: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

Transportation

Tom Williams (Manager, Transportation)

12

Page 15: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

TRANSPORTATION DEPARTMENT REPORT

June 2014

Statistics

Operated 21 Weekdays and 4 Saturdays compared to 20 Weekdays and 5

Saturdays in 2013.

Total Weekday Service average rides per day was 8,968.

Total Saturday Service average rides per day were 6,258.

Total Ridership was 239,119 compared to 210,341 in 2013.

Total Vehicle Miles was 309,362 compared to 289,454 in 2013.

Fixed route service provided 226,958 rides compared to 200,490 in 2013

and 182,786 vehicle miles compared to 178,690 in 2013.

Special shuttle service provided 1,818 rides compared to 597 in 2013 and 838 vehicle miles compared to 950 in 2013.

Proline service provided 9,471 rides compared to 9,254 in 2013 and

96,822 vehicle miles compared to 99,117 in 2013.

Medline service provided 429 rides and 10,957 vehicle miles.

Out Of County Contracted Services provided 26 rides and 2,360 vehicle miles.

JRC service provided 417 rides and 5,165 vehicle miles.

13

Page 16: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

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14

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15

Page 18: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

Customer Service & Paratransit Reservations

June 2014

Mr. Davidson adjusted the scheduling software to increase system efficiency

The changes included: o Increased sensitivity to reduce minor backtracking.

o Improved optimization of routing. o Increased deadhead sensitivity to reduce deadhead miles.

The Paratransit Evaluation started and will continue over the next few months

16

Page 19: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

Proline “Shared Ride” Service Statistics

For the Year 2014

Month Trips

Scheduled

Same

Day Cancels

No-

Shows Late

Cancels

Cancels

at the Door

Total Performed

Trips

Vehicle Miles

January 10,259 629 51 76 13 9,490 89,229

February 11,346 623 65 72 27 10,559 94,337

March 11,847 483 52 76 19 11,217 101,710

April 11,364 536 47 66 27 10,688 109,051

May 12,712 452 29 84 20 12,127 106,283

June 10,088 456 58 86 17 9,471 96,822

July

August

September

October

November

December

Proline “Shared Ride” Service Statistics For the Month 2013

Month Passengers Scheduled

Same Day

Cancels

No-

Shows Late

Cancels

Cancels at the

Door

Total Passengers

Vehicle Miles

June 9,897 408 77 119 39 9,254 99,117

17

Page 20: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

2013 2013 Totals 2014 2014 Totals Percent changed

Jan $91,719.25 Jan $71,674.00 -21.86%

Feb $76,252.75 Feb $86,850.50 13.90%

Mar $51,744.00 Mar $99,405.50 92.11%

Apr $88,856.50 Apr $66,988.75 -24.61%

May $50,097.00 May $92,617.00 84.88%

Jun $68,087.50 Jun $84,565.50 24.20%

Jul Jul

Aug Aug

Sep Sep

Oct Oct

Nov Nov

Dec Dec

Year-to-Date $426,757.00 $502,101.25 17.66%

Pass/Ticket Sales Comparison, 2013-2014

18

Page 21: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

Fare

Typ

eJa

nFe

bM

arch

April

May

June

July

Aug

Sept

Oct

Nov

Dec

Tota

l10

-Rid

e

Pro

line

$2,2

72.5

0$5

,940

.00

$1,8

00.0

0$3

,105

.00

$2,9

70.0

0$1

,612

.50

$0.0

0$0

.00

$0.0

0$0

.00

$0.0

0$0

.00

$17,

700.

0010

-Rid

e

Red

uced

$1,3

20.0

0$2

,025

.00

$1,4

25.0

0$1

,665

.00

$1,6

87.5

0$1

,635

.00

$0.0

0$0

.00

$0.0

0$0

.00

$0.0

0$0

.00

$9,7

57.5

0

$2,3

10.0

0$4

,920

.00

$1,4

40.0

0$1

,980

.00

$1,2

30.0

0$3

,795

.00

$0.0

0$0

.00

$0.0

0$0

.00

$0.0

0$0

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$15,

675.

00

$1,2

80.2

5$1

44.0

0$6

3.00

$2,4

23.0

0$1

05.7

5$9

4.50

$0.0

0$0

.00

$0.0

0$0

.00

$0.0

0$0

.00

$4,1

10.5

0

$693

.75

$796

.50

$807

.00

$879

.75

$927

.75

$861

.00

$0.0

0$0

.00

$0.0

0$0

.00

$0.0

0$0

.00

$4,9

65.7

5

$5,2

00.5

0$9

,799

.50

$30,

148.

50$9

,643

.50

$4,6

20.0

0$5

,823

.00

$0.0

0$0

.00

$0.0

0$0

.00

$0.0

0$0

.00

$65,

235.

00

$10,

017.

00$1

0,33

2.00

$11,

088.

00$9

,135

.00

$9,5

76.0

0$8

,694

.00

$0.0

0$0

.00

$0.0

0$0

.00

$0.0

0$0

.00

$58,

842.

00

$12,

060.

00$1

1,54

2.50

$11,

722.

50$1

2,73

5.00

$12,

487.

50$1

0,68

7.50

$0.0

0$0

.00

$0.0

0$0

.00

$0.0

0$0

.00

$71,

235.

00

$9,9

90.0

0$2

6,86

5.00

$28,

980.

00$1

7,10

0.00

$28,

535.

00$3

7,17

0.00

$0.0

0$0

.00

$0.0

0$0

.00

$0.0

0$0

.00

$148

,640

.00

$2,7

50.0

0$6

,875

.00

$4,3

72.5

0$9

62.5

0$3

,327

.50

$2,9

42.5

0$0

.00

$0.0

0$0

.00

$0.0

0$0

.00

$0.0

0$2

1,23

0.00

31-D

ay

Col

lege

$21,

642.

50$5

,280

.00

$5,0

05.0

0$4

,345

.00

$6,5

45.0

0$5

77.5

0$0

.00

$0.0

0$0

.00

$0.0

0$0

.00

$0.0

0$4

3,39

5.00

$2,0

10.0

0$2

,101

.00

$2,3

74.0

0$2

,920

.00

$17,

370.

00$2

,640

.50

$0.0

0$0

.00

$0.0

0$0

.00

$0.0

0$0

.00

$29,

415.

50S

umm

er

Bla

st$0

.00

$0.0

0$0

.00

$0.0

0$3

,060

.00

$7,8

60.0

0$0

.00

$0.0

0$0

.00

$0.0

0$0

.00

$0.0

0$1

0,92

0.00

Cle

vela

nd$1

27.5

0$2

30.0

0$1

80.0

0$9

5.00

$175

.00

$172

.50

$0.0

0$0

.00

$0.0

0$0

.00

$0.0

0$0

.00

$980

.00

Vete

ran

Em

ploy

$0.0

0$0

.00

$0.0

0$0

.00

$0.0

0$0

.00

$0.0

0$0

.00

$0.0

0$0

.00

$0.0

0$0

.00

$0.0

0

71,6

74.0

0$

86,8

50.5

0$

99

,405

.50

$

66,9

88.7

5$

92

,617

.00

$

84,5

65.5

0$

-

$

-$

-

$

-

$

-

$

-

$

$502

,101

.25

31-D

ay

Red

uced

31-D

ay

Reg

ular

31-D

ay

Stu

dent

All D

ay

2014

Tot

al S

ales

Com

paris

on b

y Pa

ss/T

icket

Typ

e

10-R

ide

Reg

ular

1-R

ide

Pro

line

1-R

ide

Red

uced

1-R

ide

Reg

ular

31-D

ay

Pro

line

19

Page 22: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

Allia

nce

2013

Allia

nce

2014

Mas

s

2013

Mas

s

2014

Cant

on

2013

Cant

on

2014

BV 2

013

BV 2

014

Fish

ers

2013

Fish

ers

2014

Thor

ne's

IGA

2013

Thor

ne's

IGA

2014

Star

k

Stat

e

2013

Star

k

Stat

e

2014

Kent

Stat

e

2013

Kent

Stat

e

2014

Brow

n

Mac

kie

2013

Brow

n

Mac

kie

2014

Natio

na

l 201

4

Hosp

ital

2014

Gran

d

Tota

l 201

3

Gran

d To

tal

2014

Jan

$1,4

95$1

,799

$7,1

45$8

,054

$60,

573

$34,

760

-$2,

193

$4,6

39$1

,772

$1,6

98$1

31$7

4$2

1,94

5$1

7,21

5$8

53$1

,045

$2,3

93$0

$0$9

1,71

9$7

1,67

4

Feb

$1,6

84$2

,010

$9,3

44$8

,449

$51,

394

$65,

555

$7,2

94$4

,960

$1,8

44$1

,715

$156

$203

$715

$3,3

83$3

,823

$523

$55

$0$0

$76,

253

$86,

851

Mar

$1,6

56$1

,970

$8,6

62$1

2,04

7$3

2,86

9$7

4,72

2$3

,986

$4,4

62$1

,547

$1,9

89$1

92$1

19$2

,365

$2,3

38$4

68$2

75$1

,320

$165

$0$5

1,74

4$9

9,40

6

Apr

$2,1

35$1

,958

$7,6

35$1

6,97

0$6

8,11

6$3

7,51

0$4

,939

$5,4

77$2

,213

$1,8

24$1

91$2

25$2

,035

$1,5

40$6

33$4

13$9

63$1

,073

$0$0

$88,

857

$66,

989

May

$1,6

91$1

,604

$8,2

44$8

,820

$29,

181

$65,

515

$3,3

01$6

,085

$1,8

81$1

,766

$189

$213

$4,3

73$7

,623

$275

$193

$963

$633

$168

$0$5

0,09

7$9

2,61

7

Jun

$1,6

98$1

,772

$7,1

98$7

,419

$47,

226

$62,

458

$4,0

69$6

,416

$1,4

63$1

,764

$81

$102

$5,5

83$2

,830

$193

$205

$578

$1,4

53$1

48$0

$68,

088

$84,

566

Jul

$1,7

15$0

$8,3

23$0

$73,

617

$0$4

,464

$0$2

,078

$0$1

26$0

$578

$0$3

03$0

$660

$0$0

$0$9

1,86

2$0

Aug

$1,5

96$0

$8,6

23$0

$63,

707

$0$5

,145

$0$2

,225

$0$1

58$0

$14,

108

$0$7

43$0

$1,5

13$0

$0$0

$97,

815

$0

Sep

$1,6

40$0

$8,1

78$0

$31,

965

$0$5

,192

$0$1

,847

$0$1

62$0

$7,7

28$0

$550

$0$1

,320

$0$0

$0$5

8,58

1$0

Oct

$1,9

24$0

$9,9

79$0

$76,

005

$0$5

,228

$0$1

,592

$0$1

64$0

$2,6

95$0

$770

$0$1

,210

$0$0

$0$9

9,56

6$0

Nov

$1,9

37$0

$7,1

11$0

$38,

545

$0$4

,464

$0$1

,961

$0$1

56$0

$1,7

60$0

$358

$0$1

,045

$0$0

$0$5

7,33

5$0

Dec

$1,7

68$0

$8,3

61$0

$56,

805

$0$4

,782

$0$2

,147

$0$1

70$0

$825

$0$1

65$0

$1,8

70$0

$0$0

$76,

893

$0

Tota

l$2

0,93

8$1

1,112

$98,

804

$61,7

58$6

30,0

02$3

40,5

19$5

0,67

0$3

2,03

8$2

2,56

5$1

0,75

6$1

,874

$935

$64,

708

$34,

928

$9,13

0$2

,653

$10,

120

$6,9

25$4

80$0

$908

,809

$502

,101

2013

-201

4 Pa

ss/T

icket

Sale

s by

Loc

atio

n

20

Page 23: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

Maintenance

Mark Finnicum (Director, Maintenance)

21

Page 24: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

STARK AREA REGIONAL TRANSIT AUTHORITY MAINTENANCE DEPARTMENT

June, 2014 Submitted by: Mark Finnicum

1. There was a total of 109 Preventive Maintenance Inspections

53 Fixed Route Buses

53 Paratransit Buses

03 Support Vehicle

2. There was a total of 86 Wheelchair Inspections

3. There was a total of 30 Heat & Air Conditioning Inspections

4. There was a total of 12 Farebox Inspections

5. There was a total of 09 Front End Alignments

6. There was a total of 10 Bus Exchanges

7. There was a total of 04 CNG Recertification Inspections

8. There was a total of 31 Quarterly Camera Inspections

9. There was a total of 12 Road Calls

07 Fixed Route Buses – 02 Towed

00 Non-Revenue Vehicle – 00 Towed

04 Paratransit Buses – 02 Towed

10. There was a total of 04 Warranty Repair

Building and Grounds Report

Gateway Offices Tasks completed 21

Gateway Garage Tasks completed 07

Massillon Tasks completed 02

Alliance Tasks completed 02

Cornerstone Tasks completed 20

Belden Village Tasks completed 23

11. There was 00 job related injuries reported.

22

Page 25: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

Preventive Maintenance

2014 Fixed route Paratransit Support Total

Jan 56 51 5 112

Feb 45 46 5 96

Mar 46 55 3 104

Apr 58 62 0 120

May 53 59 2 114

Jun 53 53 3 109

Jul

Aug

Sep

Oct

Nov

Dec

Road calls

2014 Fixed route Paratransit Support Total

Jan 14 2 1 17

Feb 11 3 0 14

Mar 6 5 0 11

Apr 4 1 0 5

May 9 6 0 15

Jun 7 4 0 11

Jul

Aug

Sep

Oct

Nov

Dec

0

20

40

60

80

100

120

140

Jan Feb Mar Apr May Jun Jul Aug Sep Oct Nov Dec

2014 Preventive Maintenance

Fixed route Paratransit Support Total

0

2

4

6

8

10

12

14

16

18

Jan

Fe

b

Ma

r

Ap

r

Ma

y

Jun

Jul

Au

g

Se

p

Oct

Nov

Dec

2014 Road Calls

Fixed route Paratransit Support Total

23

Page 26: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

2014

PM

Repair

Tota

l

Die

sel

Gall

ons

Used 2

013

Die

sel

Gall

ons

Used 2

014

SA

RT

A

CN

G G

GE

Used 2

013

SA

RT

A

CN

G G

GE

Used 2

014

CN

G P

ubli

c

Use G

GE

2013

CN

G P

ubli

c

Use G

GE

2014

Jan

$18,117.59

$56,191.38

$74,308.97

34926

35246

13448.458

14455.919

20506.745

45097.42

Feb

$15,910.77

$58,289.40

$74,200.17

32712

34805

14461.651

12387.007

21460.999

44157.782

Mar

$17,164.82

$69,961.87

$87,126.69

36994

38442

13706.295

10958.665

25160.013

60227.459

Apr

$22,056.78

$66,980.77

$89,037.55

36645

37862

14843.295

13807.685

30113.035

60639.726

May

$15,545.47

$66,987.50

$82,532.97

37201

36160

15172.977

14425.275

33783.563

63661.128

Jun

$14,515.66

$73,934.74

$88,450.40

36667

39661

13032.157

14434.185

35770.656

61107.725

Jul

38077

15267.526

39956.574

Aug

39053

15443.844

39329.268

Sep

37405

13546.254

36612.385

Oct

38575

10211.138

41539.162

Nov

34607

14144.579

42409.421

Dec

35403

15085.708

42080.36

Tota

l$103,3

11.0

9$392,3

45.6

6$495,6

56.7

5438265

222176

168363.8

82

80468.7

36

408722.1

8334891.2

4

Mon

th A

vg.

$1

7,2

18

.52

$6

5,3

90

.94

$8

2,6

09

.46

36

52

2.0

83

33

70

29

.33

33

14

03

0.3

23

51

34

11

.45

63

40

60

.18

18

55

81

5.2

06

7

24

Page 27: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

2013

Fix

ed R

oute

Para

tran

sit

2014

Fix

ed

Route

Para

transit

Jan

24

Jan

42

Feb

22

Feb

54

Mar

77

Mar

70

Apr

82

Apr

10

May

05

May

11

Ju

n9

4Ju

n0

3

Ju

l9

6Ju

l

Au

g4

6A

ug

Sep

34

Sep

Oct

97

Oct

Nov

52

Nov

Dec

62

Dec

Tota

l58

49

Tota

l18

10

Mon

th A

vg.

4.8

33

33

33

33

4.0

83

33

33

33

Mon

th A

vg.

1.5

0.8

33

33

33

33

Main

ten

an

ce 2

014 G

oals

Qu

art

erl

y R

eport

on

Com

ebacks

25

Page 28: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

Finance

Joseph Brodzinski (Director, Finance)

26

Page 29: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

Planning

Katherine Manning (Director, Planning)

27

Page 30: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

Planning Department July 30, 2014

Marketing/Outreach

Attended Lean Ohio/Six Sigma training at Kent Stark University. Now coordinating process to have consultant from training into SARTA to help us develop a streamlined approach to dealing with contracted services.

Met with Akron METRO and PARTA about a potential COG to help

extend the life of the NEO Ride system and also to coordinate on transportation with our tri-county area.

Finalizing marketing for the HOF including newspaper ads, online ads, airport ads, distribution of HOF services map and t-shirts for employees.

Placed electronic billboard and bus sign buy for Back to School Advertising in August.

Contracts

There were a total of 18 riders that had weekly rides with MedLine. We

provided a total of 483 trips. There are inquiries everyday about this

services with people that are very interested in what it offers.

We provided over 509 trips with JFS’s NET Transportation service in

June. There were multiple request for rides out of the county as well as request for subscription trips to reoccurring appointments. We receive

request for multiple rides daily and expect to see this service continue to grow.

The new contract for JFS has been approved. The new contracted rate is for $1.50 for all trips and a $50 per/hour wait time for all out of county trips. That new rate went into effect as of July 9, 2014.

We have 25 riders that go to JRC Adult Day Center on a regular basis.

We have 11 clients that go to SarahCare Adult Day Center on a regular

basis.

28

Page 31: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

Travel Training

Locations Travel Training sessions, presentations and informational classes were performed June 18th thru July 2014:

Gateway

Alliance Transit Center

Greater Canton Citizens Circle

Stark Job & Family Services

Massillon Public Library

Rodman Public Library

Timken High School

Turnaround Community

Outreach Center

Young Street Neighborhood

Association

Coleman Professional Services

Life Song Church (Massillon)

Knights of Columbus

(Massillon)

Stark State College

Alliance Domestic Violence

Shelter

Exousia Summer Camp

(Akron)

Children’s Services Division of

Job and Family Services

Pathway for Children and

Families

Proline

Goline

Stark Regional Community

Corrections Center (SRCCC)

Community Treatment and

Correction Center (CTCC)

One-on-One bus training

29

Page 32: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

There were three hundred seventy-seven (377) riders that have completed

the Travel Training program for the month of June. This brings our average monthly total to 353 per month. If we continue to train more

than 195 individuals per month we will be on track to surpassing the past record of three 3,282 riders in one year.

There were also structured training sessions conducted with individuals

in the home and on the bus to help users familiarize themselves with our services, booking rides, and preventative Proline Training sessions to avert disruption of service for individuals that may be unfamiliar with

SARTA services and policies.

The Travel Trainers have also performed the following tasks: o The Travel Trainers along with Woody the Trolley appeared in the

Alliance MLK Annual Parade.

o Trainers arranged a special training session with volunteers from the Canton Urban League to assist youth in learning about

transportation options for the summer community service program.

o The Planning Department participated in individualized speaker

training to assist in presentation techniques to allow them to successfully transition into better instructors by allowing them to recognize their strengths and weaknesses.

o SARTA was invited to participate in the Turnaround Community Outreach Back to School Event where the travel trainers assisted

over 100 people with information about SARTA services and conducted training for bus passes. The trainers also conducted tours of Woody the Trolley for nearly 200 children and their

families.

30

Page 33: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

New Riders, 4970

Student, 4261

Proline, 275

Medical, 879 Misc., 856

Employment, 2004

New Riders Student Proline Medical Misc. Employment

0

1000

2000

3000

4000

5000

6000

Travel Training Totals by Type of Rider 2010-2014

0 100 200 300 400 500 600

January

February

March

April

May

June

July

August

September

October

November

December

Monthly Travel Training Totals 2012-2014

2014

2013

2012

31

Page 34: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

Travel Training Totals by type of rider 2010 - 2014

Category Amount

New Riders 4970

Student 4261

Proline 275

Medical 879

Misc. 856

Employment 2004

Blank 127

Total 13372

Monthly Travel Training Totals 2012 - 2014

2012 2013 2014

January 546 491 254

February 549 446 272

March 233 269 557

April 144 348 499

May 74 249 160

June 372 359 377

July 150 158 25

August 187 158 0

September 266 335 0

October 282 201 0

November 175 138 0

December 155 130 0

Total 3133 3282 2144

32

Page 35: TABLE OF CONTENTS · Under MAP-21, dedicated bus capital funds were reduced from over 20% of dedicated transit capital funding, to 9.5% of the funds. MAP-21 eliminated the $984 million

Information Systems

Craig Smith (Director, IT)

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Human Resources

Kristy Rowe (Human Resources Administrator)

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HUMAN RESOURCES

BOARD REPORT

June 2014

Kristy Williams

Recruitment

CDL Operators

Road Supervisor

Maintenance Technician

Dispatcher

New Hires

Three (3) new CDL Operators were hired.

Resignations/Terminations Three (2) CDL Operators were released from probation. One CDL operator retired.

One Transit Supervisor resigned.

Resignation / Retirement

Termination Layoff Voluntary Layoff

June 2 2 N/A N/A

Vacancies Department Position

June Transportation CDL Operators

June Transportation Road Supervisor

June Transportation Maintenance Technician

June Transportation Dispatcher

Internal Movement

● None to report at this time.

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Employee Attrition 2013

Transportation

FT PT

Maintenance

FT PT

Administration

Total # of Employees FT PT

January 118 0 28 0 43 189 0

February 118 0 28 0 43 189 0

March 117 0 28 0 43 188 0

April 116 0 26 0 43 185 0

May 116 0 26 0 43 185 0

June 120 0 26 0 43 189 0

July 118 0 25 0 43 186 0

August 118 0 26 0 42 186 0

September 120 0 26 0 41 187 0

October 120 0 26 0 39 185 0

November 119 0 26 0 40 185 0

December 122 0 27 0 38 187 0

Employee Attrition 2014

Transportation

FT PT

Maintenance

FT PT

Administration

Total # of Employees FT PT

January 127 0 27 0 42 196 0

February 126 0 29 0 42 197 0

March 121 0 29 0 41 196 0

April 124 0 29 0 41 194 0

May 121 0 29 0 41 191 0

June 122 0 29 0 40 191 0

July

August

September

October

November

December

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Employee

Relations

Submitted NTD (National Transit Database) information on Safety and Security.

Interviews were held for CDL Operators.

Mr. Conrad and I meet with the Gabriel Cancer to discuss

potential new opportunities with their facility.

Attended webinar on Workplace violence

Reaching out to different call center organizations to

create incentive program for our Customer Service/Proline Reservationist Department.

Ms. Pryor attended Safety Council Meeting to discuss the

drug use in our community and prevention in the workplace.

Ms. Pryor submitted the Safety Council report.

Ms. Pryor attending training workshop on the Essentials

in Human Resources.

Ms. Pryor and I attended the SHRM annual conference.

Employment Ads have been posted for Road Supervisor,

Dispatcher, and Maintenance technician. These ads will run for 2 weeks and then interviews will be conducted.

The Transit Supervisor position will be separated into two separate positions (Road Supervisor and Dispatcher).

This will allow more consistency in the Dispatch office.

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SUB-RECIPIENT AGREEMENT Number _______

FOR THE

_________________

DATED AS OF _________

BETWEEN

CALSTART, INC.

AND

_______________________

Revision Date August 30, 2011

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GENERAL TERMS AND CONDITIONS SUB-RECIPIENT AGREEMENT

TABLE OF CONTENTS

ARTICLE TITLE PAGE RECITALS ................................................................................................................................................................... 1 GENERAL TERMS AND CONDITIONS ................................................................................................................ 1 1. TERM ................................................................................................................................................................... 1 2. DESCRIPTION OF SERVICES ........................................................................................................................ 1 3. AGREEMENT ADMINISTRATION ................................................................................................................ 1 4. SUB-RECIPIENT FUNDING ............................................................................................................................ 2 5. SUB-RECIPIENT’S STAFF ............................................................................................................................... 2 6. PAYMENTS ......................................................................................................................................................... 2 7. INVOICING ......................................................................................................................................................... 2 8. DOCUMENTS INCORPORATED BY REFERENCE ................................................................................... 3 9. ORDER OF PRECEDENCE .............................................................................................................................. 3 10. REPORTS ....................................................................................................................................................... 3 11. CALSTART SUB-RECIPIENT RELATIONSHIP ..................................................................................... 3 12. ASSIGNMENT ............................................................................................................................................... 3 13. CHANGES ...................................................................................................................................................... 3 14. TERMINATION............................................................................................................................................. 4 15. INDEMNIFICATION .................................................................................................................................... 4 16. APPLICABLE LAWS .................................................................................................................................... 4 17. DISPUTES AND ARBITRATION ............................................................................................................... 5 18. INSURANCE .................................................................................................................................................. 5 19. NONDISCRIMINATION .............................................................................................................................. 5 20. SUBCONTRACTS ......................................................................................................................................... 6 21. OFFICIALS NOT TO BENEFIT ................................................................................................................. 6 22. DEBARMENT AND SUSPENSION ............................................................................................................. 6 23. DISCLOSURE OF INFORMATION ........................................................................................................... 6 24. CONFIDENTIALITY OF INFORMATION ............................................................................................... 6 25. AUDIT ............................................................................................................................................................. 7 26. EXAMINATION OF ACCOUNTS, RECORDS AND INSPECTION ...................................................... 7 27. NON-PARTNERSHIP ................................................................................................................................... 8 28. GOVERNING LAW ...................................................................................................................................... 8 29. VALIDITY ...................................................................................................................................................... 8 30. ENTIRE AGREEMENT ................................................................................................................................ 8 31. FURTHER ASSURANCES ........................................................................................................................... 8 32. WAIVER, DISCHARGE ............................................................................................................................... 8 33. TITLE TO PROPERTY ................................................................................................................................ 8 34. PROTECTION OF CONTRACTOR REAL PROPERTY AND EQUIPMENT ..................................... 8 35. RIGHTS IN DATA AND COPYRIGHTS.................................................................................................... 8 36. PATENT RIGHTS ......................................................................................................................................... 9 37. NOTICES ........................................................................................................................................................ 9 38. TESTING AND REPORTING .................................................................................................................... 10 39. EXECUTION IN COUNTERPARTS ......................................................................................................... 10 40. TITLES AND HEADINGS .......................................................................................................................... 10 41. EXHIBITS ..................................................................................................................................................... 10 42. DISADVANTAGED BUSINESS ENTERPRISE ...................................................................................... 10 43. BUY AMERICA ........................................................................................................................................... 10 44. CHANGES IN PROJECT PERFORMANCE ........................................................................................... 10 46. AT RISK NOTICE ....................................................................................................................................... 10 47. CONTINGENT AWARD ............................................................................................................................ 10

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48. FLY AMERICA............................................................................................................................................ 11 49. ENERGY CONSERVATION ..................................................................................................................... 11 50. CLEAN WATER .......................................................................................................................................... 11 51. CLEAN AIR .................................................................................................................................................. 11

GENERAL TERMS AND CONDITIONS SUB-RECIPIENT AGREEMENT

TABLE OF CONTENTS

EXHIBITS

A TECHNICAL/PAYMENT/MILESTONE SCHEDULE A-1 B STATEMENT OF WORK B-1 C COST REPORTING FORMAT AND INSTRUCTIONS C-1 D QUARTERLY REPORT FORMAT D-1 E PROGRAM PARTICIPANT RELEASE UNDER AGREEMENT E-1 F CALSTART PROGRAM CLOSEOUT F-1

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SUB-RECIPIENT AGREEMENT

This AGREEMENT, including all documents incorporated by reference herein (the "Agreement"), dated and effective as of ________, is made and entered into by and between CALSTART, Inc., a California non-profit public benefit corporation, with its headquarters at 48 South Chester Avenue, Pasadena, CA 91106 ("CALSTART"), and ____________, with its headquarters at ___________________ which will hereafter be referred to as “_________”, “Contractor”, or as the "Sub-Recipient”.

RECITALS WHEREAS, CALSTART is a non-profit corporation seeking to create jobs, clean the air, and improve California’s global competitiveness through the establishment of an advanced transportation industry in California. WHEREAS, CALSTART's goal is to coordinate development efforts in advanced transportation, in order to (1) encourage clean, efficient transportation to improve environmental quality; (2) create jobs and otherwise stimulate the regional and California economy; (3) develop and refine technology which will permit the widespread use of clean fuel vehicles and other advanced transportation technologies; and (4) facilitate the conversion of California's highly technical aerospace and defense labor force to advanced transportation. Pursuant to its charitable, scientific and educational purposes, CALSTART participates in the Federal Transit Administration_________________, and partly from matching contributions from public agencies, non-profit organization, and private entities participating in the Program. The parties desire to set forth the terms and conditions under which the Sub-Recipient will participate in the implementation of the _____________ or ___________ (the "Project"). NOW, THEREFORE, in consideration of the mutual covenants, promises, and representations contained herein, the parties agree as follows:

GENERAL TERMS AND CONDITIONS

1. TERM The term of this Cost Reimbursable Agreement shall commence on _________ , and shall terminate on _________, unless sooner terminated as provided for in paragraph 14, TERMINATION, herein or amended by mutual written agreement of both parties. 2. DESCRIPTION OF SERVICES Sub-Recipient is hereby appointed as Program Manager in connection with certain aspects of the ________ and shall provide those services as set forth in the STATEMENT OF WORK attached hereto as Exhibit B and made a part hereof.

(a) The scope of the Project and budget of $________ are set forth in the Exhibit A. (b) The Sub-Recipient will maintain a current Milestone chart based on the Statement of Work and submit

the chart to CALSTART with each quarterly report. 3. AGREEMENT ADMINISTRATION Notwithstanding any other provisions of this Agreement or any document referenced herein, the CALSTART Chief Financial Officer and Vice President is the only individual authorized to make changes in or redirect the work required by this Agreement. Where CALSTART approval is required under the terms of this Agreement, it shall be construed to mean the approval of the Chief Financial Officer and Vice President. In the event the Sub-Recipient effects any change at the direction of any other person, the change will be considered as having been made without

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authority and an adjustment will not be made in the Agreement cost or schedule as a result thereof. No agreement or understanding will be binding on CALSTART unless made in writing and signed by an authorized representative of CALSTART.

(a) The Sub Recipient will notify CALSTART in a timely manner of any schedule, funding, or project team issues.

4. SUB-RECIPIENT FUNDING

Sub-Recipient shall provide Match Funding for the Project in the total amount of $_____ which reflects an amount of $________ for FY__. The Sub-Recipient shall submit funding documentation of all matching funding expenditures with each invoice and in accordance with Exhibit C, COST REPORTING FORMAT AND INSTRUCTIONS.

(a) The Sub-Recipient shall further account for its Match Funding, including cash and in-kind

contributions, in accordance with Exhibit C; and shall promptly furnish to CALSTART such documentation and back-up information relating thereto as CALSTART may reasonably request.

(b) The Sub-Recipient shall have the sole responsibility for the payment of sales and use tax liability that

arises out of the work under this Agreement.

(c) Sub Recipient Match Funding for milestone payments in accordance with Exhibit A may be deferred until the end of the Period of Performance of the Agreement.

5. SUB-RECIPIENT’S STAFF

(a) During the term of this Agreement, Sub-Recipient shall provide and maintain sufficient qualified employees, agents and personnel to perform its duties and obligations hereunder.

(b) Sub-Recipient and its employees, agents and personnel shall obtain and maintain all appropriate

licenses, permits, credentials and certificates required by all local, State and/or federal laws, rules, and regulations, guidelines and directives applicable for the operation of its facilities and for the provision of services hereunder.

6. PAYMENTS

(a) Sub-Recipient shall be paid in accordance with Exhibit A, TECHNICAL/PAYMENT/MILESTONE SCHEDULE upon submission of appropriate invoices ( see paragraph 7, INVOICING, below). The maximum amount payable under this Agreement for the basic Agreement is $_______ .

(b) Upon receipt of an invoice, CALSTART shall promptly review and approve the invoices and make payment to the Sub-Recipient within ten (10) days after receipt of payment from the funding agency (Federal Transit Administration, U.S. Department of Transportation).

(c) CALSTART will withhold ten (10%) of Government funds pending approval of the final

report/invoice, audit and contract closure.

(d) CALSTART will not unreasonably withhold payment for items invoiced in accordance with Exhibits A. and B.

7. INVOICING

(a) The original and two sets of itemized invoices referencing the Agreement Number, and copies of summary cost schedules for labor, material, travel and equipment to support invoiced costs shall be submitted in accordance with Exhibit C, referenced in Section 4 above to the , CALSTART 48 South Chester Avenue, Pasadena, California 91106, no more than once a quarter.

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(b) Exhibit E, Program Sub-Recipient Release Under Agreement, and Exhibit F, CALSTART Program

Closeout Financial Checklist certifications will be submitted with the final cost report form and invoice.

(c) The Sub-Recipient shall bear all costs and expenses that are, in accordance with the terms and

conditions of this Agreement, including but not limited to paragraphs 2 and 26 and Exhibits A and B, not accepted unless CALSTART in consultation with the Sponsoring Federal Agency determines otherwise.

8. DOCUMENTS INCORPORATED BY REFERENCE This Agreement incorporates by reference as if included verbatim herein the following documents: 1) Federal Transit Administration Cooperative Agreement _________, 2) Mutual Non-Disclosure Agreement between CALSTART and Sub-Recipient dated __N/A. Unless otherwise specified, all requirements imposed on CALSTART shall also apply to the Sub-Recipient that received funds under the Cooperative Agreement(s). As a note, CALSTART flows down to the Sub-Recipient provisions of the FTA Master Agreement by reference to the Cooperative Agreement 9. ORDER OF PRECEDENCE In case of conflict between or among this Agreement and the documents incorporated by reference, the provisions of the following documents shall take precedence in the following order: 1) FTA Cooperative Agreement ________1; 2) this Sub-Recipient Agreement (including the Exhibits identified herein). 10. REPORTS The Sub-Recipient shall submit reports to the cognizant Program Manager in accordance with Exhibit A, TECHNICAL/PAYMENT/ MILESTONE SCHEDULE, Exhibit B, STATEMENT OF WORK and Exhibit D, QUARTERLY REPORT FORMAT. Failure to submit Quarterly Reports in accordance with Exhibit A may result in delayed or withheld payments. 11. CALSTART SUB-RECIPIENT RELATIONSHIP Sub-Recipient agrees to act in an independent capacity as an independent Contractor in conducting all its activities, operations and programs funded by this Agreement. CALSTART shall, for no purpose, be deemed an agent, partner of, or in association or affiliation with Sub-Recipient in any capacity or relationship other than a mere conduit of funds for conducting authorized programs and as an enforcer of rules and regulations pertaining to the expenditure of such funds in furtherance of CALSTART’s projects as provided by this Agreement. 12. ASSIGNMENT Sub-Recipient shall not assign any of its rights, duties, or interest in whole or in part, in this Agreement without the express prior written consent of CALSTART. 13. CHANGES

(a) CALSTART may at any time, by written order, make changes or redirect project activities within the general scope of this Agreement in any one or more of the following:

1) Description of services to be performed; 2) Time of performance; 3) Place of performance of the services; 4) Drawings, designs, or specifications.

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(b) If any such change causes an increase or decrease in the cost of, or the time required for the performance of any part of the work under this Agreement, an equitable adjustment shall be made in the Agreement cost or delivery schedule, or both, and the Agreement shall be modified in writing accordingly. Any claim by either CALSTART or the Sub-Recipient for adjustment under this clause must be asserted within ten (10) working days from the date of receipt by CALSTART of any such change.

(c) Out of-scope services performed by the Sub-Recipient without written authorization from

CALSTART’s shall be at the Sub-Recipient’s sole risk and expense. 14. TERMINATION

(a) The performance of work under this Agreement may be terminated by CALSTART in whole, or from time to time in part, (i) whenever the Sub-Recipient shall default in performance, and shall fail to cure the fault or failure within such period as CALSTART may allow reasonably allow after receipt from CALSTART of a notice specifying the fault or failure, or (ii) whenever, FTA Cooperative Agreement No. __________ with CALSTART is terminated by the Government in whole or part. Termination of the work hereunder shall be effected by delivery of a notice of termination specifying termination is for default of the Sub-Recipient or by reason of the Government’s termination of CALSTART’s Cooperative Agreement with FTA, the extent to which performance of work under the Agreement shall be terminated, such termination shall be without prejudice to any claim which either party may have against the other. If, after notice of termination under the provisions of (i) above, it is determined for any reason that the Sub-Recipient was not in default, such notice of default shall be deemed to have been issued pursuant to (ii) above, and the rights and obligations of the parties hereto shall in such event be governed accordingly.

(b) Upon receipt of notice of termination, in accordance with (a) above, the Sub-Recipient shall, to the

extent directed in writing by CALSTART, discontinue the terminated work and the placing of orders for materials, facilities, supplies, and services in connection therewith, and shall proceed to cancel promptly and settle with the approval of CALSTART, existing orders, and commitments insofar as such order and commitments pertain to this Agreement.

(c) If this Agreement is terminated pursuant to subparagraph 14.(a) (i) above CALSTART reserves the

right to require the Sub-Recipient to refund to CALSTART the entire amount of Project funds provided by CALSTART or any lesser amount as may be determined by CALSTART pursuant to (a) (i) above. The acceptance of a remittance by CALSTART of any or all Project funds previously received by the Sub-Recipient shall not constitute a waiver of any claim that CALSTART may otherwise have arising out of the Agreement.

15. INDEMNIFICATION

The Sub-Recipient shall indemnify, defend and hold CALSTART and the Federal Transit Administration (FTA) harmless against any and all liability, claims, demands, damages, and costs of every kind and nature for injury to, or death of, any and all persons (including, without limitation, employees or representatives of CALSTART or of the Sub-Recipient or any subcontractor, or any other person or persons) and for damage to, or destruction or loss, consequential or otherwise, of any and all property, real or personal (including without limitation, property of CALSTART or of the Sub-Recipient or of any subcontractor, of any other person or personal), resulting from or in any manner arising out of or in connection with the performance of the Work. Excluded from this paragraph are only those injuries to (or deaths of) persons and damage to or destruction or loss of property arising from the negligence or willful misconduct of CALSTART, its employees or representatives. 16. APPLICABLE LAWS Sub-Recipient agrees to fully observe and comply with all applicable local, state, and federal laws, regulations and orders of any government or governmental agency or department pertaining to the Work.

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17. DISPUTES AND ARBITRATION The Sub-Recipient shall use its best efforts to settle all disputes arising under or in relation to this Agreement without recourse to either arbitration or litigation.

(a) Any dispute arising under or in relation to this Agreement, which is not settled informally, must be submitted by the Sub-Recipient to the Grievance Committee and all other entities who are a party to the dispute by notice in writing. Within thirty (30) calendar days from the date of receipt of such notice, the receiving party or other entities shall submit to the Sub-Recipient and the Grievance Committee their respective written responses. Each such notice and response shall set forth (i) a detailed statement of the nature of the dispute; (ii) a summary of the evidence and arguments supporting its position; (iii) the amount of money involved, if any, (iv) the resolution and relief sought; and (v) the name and title of the senior executive who will represent that party. Promptly after receipt of all responses (but in no case later than thirty (30) calendar days from the date of receipt of the last response), the Grievance Committee shall meet and attempt to negotiate with the named senior executives a resolution and settlement of the dispute.

(b) Except in circumstances of irreparable damages requiring injunctive relief, no Sub-Recipient shall

commence any litigation, action or any other proceeding concerning a dispute until it has complied with the provisions of the Termination clause.

(c) Any controversy, claim or dispute arising out of or relating to this Agreement, which cannot be settled

pursuant to 17. (a) and 17. (b) above shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and shall be final as to the disputing parties. The seat of the arbitration shall be Los Angeles, California. Judgment on the arbitration award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

(d) Unless otherwise ordered by the arbitration panel or a court, or directed by CALSTART’s Chief

Financial Officer and Vice President or , the Sub-Recipient shall continue work on its Project pending the resolution of the dispute; provided however, that the Sub-Recipient shall take all reasonable measures, to the extent available, to avoid aggravating the dispute being arbitrated or litigated, giving due consideration to any scheduled completion date for the work under this Agreement.

(e) The prevailing party in any dispute arising out of this Agreement shall have a right to seek reasonable

attorney’s fees and costs from the non-prevailing party or parties. 18. INSURANCE Without in any way limiting any of Sub-Recipient’s obligations, indemnities, or liabilities under article 15 Indemnification, Sub-Recipient shall maintain at all times the following minimum insurance at Sub-Recipient’s expense: (a) Workers; Compensation Insurance – statutory limits, and Employers; Liability Insurance – limit of $1000,000 each occurrence; (b) Comprehensive Automobile Liability Insurance – combined bodily injury and property damage limit of $500,000 each occurrence; and (c) Comprehensive General Liability Insurance (including contractual coverage) – combined bodily/personal injury and property damage Limit of $500,000 each occurrence. Whenever requested, Sub-Recipient shall furnish evidence satisfactory to CALSTART that such insurance’s are in effect. 19. NONDISCRIMINATION The Sub-Recipient agrees to comply with all applicable federal and State laws prohibiting unlawful discrimination against any employee, applicant for employment, consumer or subcontractor on the basis of race, color, creed, national origin, sex, age or sexual orientation.

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20. SUBCONTRACTS The Sub-Recipient shall include applicable provisions of the Sub-Recipient’s Agreement, FTA Cooperative Agreement and applicable federal, State and Local laws and regulations, which pertain to this Agreement in all Subcontracts issued under this Agreement. Inter-company orders under this Agreement with other subsidiaries of the Sub-Recipient are not considered subcontracts hereunder. 21. OFFICIALS NOT TO BENEFIT No member of, or delegate to, Congress, or resident commissioner shall be admitted to any share or part of this Agreement or to any benefit arising from it. However, this clause does not apply to this Agreement to the extent that this Agreement is made with a corporation for the corporation’s general benefit. 22. DEBARMENT AND SUSPENSION The Sub-Recipient agrees to comply with the requirements of Executive Orders Numbers 12549 and 12689, Debarment and Suspension, 31 U.S.C. note 6101, and U. S. Department of Transportation regulations on Debarment and Suspension at 49C.F.R. Part 49. 23. DISCLOSURE OF INFORMATION The Sub-Recipient is entitled to issue any normal news release, public announcement, or other communication on work under this agreement. The Sub Recipient will also coordinate with CALSTART any significant media relations and community outreach directly related to the ______. Sub-Recipient will however, provide such publicity material to CALSTART in advance of releasing the information. Publicity material may be released by the Sub-Recipient upon receipt of verbal approval from CALSTART or five (5) working days after submission to CALSTART, whichever occurs first. This clause shall apply to all of the Sub-Recipient’s employees and lower tier subcontractors and suppliers. The Sub-Recipient further agrees to insert in any Agreement hereunder, provisions which shall conform substantially to the language of this clause. 24. CONFIDENTIALITY OF INFORMATION To the extent that the work under this Agreement requires that either the Sub-Recipient or CALSTART be given access to confidential or proprietary business, technical, or financial information belonging to the Sub-Recipient or CALSTART, Government or other companies, the Sub-Recipient or CALSTART shall after receipt thereof, treat such information as confidential and agree not to appropriate such information to its own use or to disclose such information to third parties unless specifically authorized by either the Sub-Recipient or CALSTART in writing. The foregoing obligations, however shall not apply to: Information which, at the time of receipt by the Sub-Recipient, is in public domain;

1.) Information which at the time of receipt by the Sub-Recipient , is in public domain; 2.) Information which is published after receipt thereof by the Sub-Recipient or otherwise becomes part of

the public domain through no fault of the Sub-Recipient; 3.) Information which the Sub-Recipient can demonstrate was in its possession at the time of receipt

thereof and was not acquired directly or indirectly from CALSTART, Government or other companies; 4.) Information which the Sub-Recipient can demonstrate, was received by it from a third party who did

not require the Sub-Recipient to hold it in confidence.

The Sub-Recipient shall obtain the written agreement, in a form satisfactory to CALSTART, of each employee permitted access, whereby the employee agrees that he will not discuss, divulge or disclose any such information or data to any person or entity except those persons within the Sub-Recipient’s organization directly concerned with the performance of the Agreement.

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The Sub-Recipient agrees if requested by CALSTART, to sign an agreement identical, in all material respects, to the provisions of this clause, with each company supplying information to the Sub-Recipient and to supply a copy of such agreement to CALSTART. From time to time upon request of CALSTART, the Sub-Recipient shall supply CALSTART with reports itemizing information received as confidential or proprietary and setting forth the company or companies from which the Sub-Recipient received such information. This clause shall flow down to all subcontracts under this Agreement. 25. AUDIT The Sub-Recipient shall maintain, and CALSTART or representatives of CALSTART shall have the right to examine and audit, books, records, documents, and other evidence and accounting procedures and practices, sufficient to reflect properly all costs claimed to have been incurred or anticipated to be incurred in performing this Agreement. This right of examination shall include inspection at all reasonable times of the Sub-Recipient’s plants, or parts of them engaged in performing the Agreement.

a) COMPLIANCE WITH SINGLE AUDIT ACT REQUIREMENTS – (Applicable for Agreements in excess of five hundred thousand (500,000) dollars).

The Sub-Recipient agrees to have performed the financial and compliance audits required by the Single Audit Amendments of 1996, 31 U.S.C. in accordance with OMB Circular A-133.

(i) Beginning with the Sub-Recipient’s current fiscal year and continuing through the term

of the Agreement, the Sub-Recipient shall arrange to have its financial statements audited by a firm of independent accountants in accordance with Generally Accepted Accounting government Audit Standards (GAGAS). Within thirty (30) days of issuance, Sub-Recipient shall forward to CALSTART its audited financial statements along with a report on internal control and a report on compliance issued by its independent auditors for each fiscal year covered by the term of this Agreement. If the Sub-Recipient is a federal contractor, the Sub-Recipient shall request its cognizant government audit agency to perform audit work required by OMB Circular A-133 beyond the requirements of GAGAS for each fiscal year covered by the term of this Agreement. In the event that the cognizant government audit agency does not perform the requested audit work, the Sub-Recipient shall take appropriate alternative action to comply with the Circular.

b) The Sub-Recipient shall insert an Article containing all of the terms of this clause, in all subcontracts

under this Agreement. 26. EXAMINATION OF ACCOUNTS, RECORDS AND INSPECTION CALSTART or its duly authorized representative shall, until 3 years after final payment under this Agreement have access to and the right to examine any of the Sub-Recipient’s directly pertinent books of account, documents, papers, or other records involving transaction related to this Agreement.

a) Accounts. The Sub-Recipient shall maintain a separate and distinct set of accounts, records, documents, and other evidence showing and supporting all allowable costs incurred revenues or anticipated applicable credits, and the receipt, use, and disposition of all government or CALSTART property coming into the possession of the Sub-Recipient under this Agreement. The system of accounts employed by the Sub-Recipient shall be satisfactory to CALSTART and in accordance with generally accepted accounting principles consistently applied.

b) Allowability of costs incurred under this Agreement shall be determined in accordance with the

Federal Acquisition Regulation (FAR) Part 31 for commercial organizations.

c) Subcontracts. The Sub-Recipient further agrees to require the inclusion of the provisions similar to those in paragraphs (a) and (b) of this article in all lower-tier subcontracts under this Agreement.

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27. NON-PARTNERSHIP This Agreement is not intended by the parties to constitute or create a joint venture, pooling arrangement, partnership, or formal business organization of any kind. The rights and obligations of the parties shall be only those expressly set forth herein. 28. GOVERNING LAW This Agreement shall be deemed to have been executed in, governed by, and interpreted in accordance with the laws of the State of California. The parties agree to the jurisdiction of the State of California. 29. VALIDITY The invalidity or ineffectiveness of any provision within this Agreement shall not affect other provisions of this Agreement 30. ENTIRE AGREEMENT This Agreement, including all documents incorporated by reference, represents the entire Agreement of the parties pertaining to the subject matter herein, and shall supersede all prior oral and/or written agreements, communications and documents between the parties with respect thereto. 31. FURTHER ASSURANCES CALSTART and the Sub-Recipient will, from time to time, execute, acknowledge and deliver, or will cause to be done, executed, acknowledged and delivered, all such further acts, deeds, assignments, transfers, and assurances that may be required or appropriate to effectuate the provisions and purposes of this Agreement. 32. WAIVER, DISCHARGE This Agreement may not be released, discharged, abandoned, changed or modified in any manner, except by an instrument in writing signed on behalf of the parties hereto by their duly authorized representatives. The failure of either party hereto to enforce at any time any of the provisions of this Agreement shall in no way be construed to be a waiver of any such provision, nor in any way to affect the validity of this Agreement or any part thereof or the right of either party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to be a waiver of any other or subsequent breach. 33. TITLE TO PROPERTY Title to all real property and equipment purchased by the Sub-Recipient with Sponsoring Federal Agency funds shall rest with the Federal Transit Administration. 34. PROTECTION OF CONTRACTOR REAL PROPERTY AND EQUIPMENT The Sub-Recipient agrees to maintain Project real property, equipment and supplies in good operating order. The Sub-Recipient shall not encumber in any way the equipment, supplies or material paid for or invoiced to CALSTART. 35. RIGHTS IN DATA AND COPYRIGHTS The term “subject data” used in this section means recorded information, whether or not copyrighted, that is delivered or specified to be delivered under this Agreement. Examples include, but are not limited to: Computer software, standards, specifications, engineering drawings and associated lists, process sheets, manuals, technical

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9

reports, catalog item identifications, and related information. The term “subject data” does not include financial reports, cost analyses, and similar information used for Project administration.

(a) The following restrictions apply to all subject data first produced in the performance of the Agreement.

1) The Federal Government reserves a royalty-free, non-exclusive and irrevocable license to reproduce, publish, or otherwise use, and to authorize others to use, for Federal Government purposes the “subject data” described in 35.a (1) of this Agreement. As used in the previous sentence, “for Federal Government purposes,” means use only for the direct purposes of the Federal Government. Without the copyright owner’s consent, the Federal Government may not extend to other parties the Federal Government’s license to:

Any subject data developed under the Agreement or under a subcontract financed by

the Agreement, whether or not a copy right has been obtained; and

Any rights of copyright to which a Sub-Recipient or Subcontractor purchases ownership with Federal assistance.

36. PATENT RIGHTS

(a) If any invention, improvement, or discovery of the Sub-Recipient or any of its sub contractors is conceived or first actually reduced to practice in the course of or under the Agreement, and that invention, improvement, or discovery is patentable under the laws of the United States of America or any foreign country, the Sub-Recipient agrees to notify the Department of Transportation and CALSTART immediately and provide a detailed report.

(b) The Sub-Recipient agrees that its rights and responsibilities, and those of any Subcontractor pertaining

to that invention, improvement, or discovery will be determined in accordance with applicable Federal laws, regulations, including any waiver thereof, it being understood and agreed that Sub-Recipient shall have title to any such invention, improvement, or discovery made hereunder. Absent a determination in writing to the contrary by the Federal Government, the Sub-Recipient agrees to transmit to FTA those rights due the Federal Government in any invention, improvement, or discovery resulting from that Subcontract as specified in U.S. Department of Commerce Regulations, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements,” 37 C.F. R. Part 401, irrespective of the status of the Sub-Recipient or any subcontractor at any tier.

37. NOTICES All notices, requests, demands and other communications required or permitted hereunder shall be in writing and shall be deemed to have been duly given if delivered or mailed by certified mail, postage prepaid, to the address set forth below: To CALSTART CALSTART, Inc. 48 S. Chester Avenue Pasadena, CA 91106 Attention: Lawrence Wnuk To the Sub-Recipient ________________

(Address)__________ ___________________

Attention: ___________________

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38. TESTING AND REPORTING Sub-Recipient shall undertake tests and prepare reports as outlined in the Statement of Work in Exhibit B. 39. EXECUTION IN COUNTERPARTS This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same Agreement, and shall become a binding agreement when one or more counterparts have been signed by each party and delivered to the other parties. 40. TITLES AND HEADINGS Titles and headings to sections herein are inserted for the convenience of reference only and are not intended to be a part of or to affect the meaning or interpretation of this Agreement. 41. EXHIBITS The Exhibits to this Agreement shall be construed with and as an integral part of this Agreement to the same extent as if the same had been set forth verbatim herein. 42. DISADVANTAGED BUSINESS ENTERPRISE As outlined by Federal law, the Sub-Recipient agrees to facilitate participation by Disadvantaged Business Enterprises (DBE) in the Project and assures that third party contactors at any tier of the Project will facilitate participation by DBE’s in the Project to the extent applicable. 43. BUY AMERICA The Sub-Recipient agrees to comply with 49U.S.C. Part 5323(j), FTA regulations, Buy America Requirements, “49 C.F.R. Part 661, and any applicable implementing guidance FTA may issue. 44. CHANGES IN PROJECT PERFORMANCE The Sub-Recipient agrees to notify CALSTART immediately, in writing, of any change in local law, conditions (including its legal, financial or technical capacity), or any other event that may adversely affect the Sub-Recipient’s ability to perform the Project in accordance with the terms of the Sub-Recipient Agreement. 45. FORCE MAJEURE Neither CAALSTART nor the Sub Recipient shall be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of Services resulting, directly or indirectly, from acts of God, civil or military authority, acts of public enemy, war, strikes, labor disputes, shortages of suitable parts, materials, labor or transportation, or any similar cause beyond the reasonable control of CALSTART or the Sub Recipient.

46. AT RISK NOTICE

The Sub-Recipient must receive written approval from the CALSTART Contracting Officer for reimbursement of costs associated with Sub-recipient activities referenced in Exhibit A. No funds shall be expended in support of tasks unless CALSTART approval is provided. CALSTART does not guarantee or assume any obligation to reimburse costs incurred by the Sub-Recipient for these tasks, until approval is provided in writing by the Federal Transit Administration. 47. CONTINGENT AWARD

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This agreement between CALSTART and the Sub-recipient is contingent upon the award by the Federal Transit Administration of Cooperative Agreement No. CA-04-xxxx-00 to CALSTART. The award of such a cooperative agreement to CALSTART by FTA is a condition precedent to Sub-recipient’s duty to perform under this agreement. 48. FLY AMERICA The Sub-Recipient agrees to comply with 49 U.S.C. 40118 (the “Fly America” Act) in accordance with the General Services Administration’s regulations at 41 CFR Part 301-10, which provide that recipients and sub-recipients of Federal funds and their contractors are required to use U.S. Flag air carriers for U.S Government-financed international air travel and transportation of their personal effects or property, to the extent such service is available, unless travel by foreign air carrier is a matter of necessity, as defined by the Fly America Act. The Sub-Recipient shall submit, if a foreign air carrier was used, an appropriate certification or memorandum adequately explaining why service by a U.S. flag air carrier was not available or why it was necessary to use a foreign air carrier and shall, in any event, provide a certificate of compliance with the Fly America requirements. The Sub-Recipient agrees to include the requirements of this section in all subcontracts that may involve international air transportation. 49. ENERGY CONSERVATION The Sub-Recipient agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act. 50. CLEAN WATER (1) The Sub-Recipient agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 U.S.C. 1251 et seq. The Sub-Recipient agrees to report each violation to the Purchaser and understands and agrees that the Purchaser will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Sub-Recipient also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA. 51. CLEAN AIR (1) The Sub-Recipient agrees to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act, as amended, 42 U.S.C. §§ 7401 et seq. The Sub-Recipient agrees to report each violation to SunLine and understands and agrees that SunLine will, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. (2) The Sub-Recipient also agrees to include these requirements in each subcontract exceeding $100,000 financed in whole or in part with Federal assistance provided by FTA.

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IN WITNESS WHEREOF, the parties hereto have caused their duly authorized officers to execute this Agreement as of the dates listed below, but to take effect as of the date first above written. CALSTART, INC. DATED: By: ______________________________ Leo Ayalew Chief Financial Officer and Vice President ___________________ DATED: By: ________________________________ (Officer or official name)

(Title)

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B-1

EXHIBIT B

_________________________

STATEMENT OF WORK Date ___________

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C-1

EXHIBIT C

COST REPORTING FORMAT Page 1 of 2

FINANCIAL STATUS REPORT OR PAYMENT REQUEST Payment Request No.

Instructions are on the reverse of page 2

Recipient Type of Request Amount of this Request

(Name and Address)

_____ Reimbursement

_____ Status Report Only Funding History

Funds Requested to Date **

Period Covered by this report Funds Received to Date

to Expenses to Date

Funds on Hand

Contract No. Recipient ID No. Approved Project Term

to

SUB -RECIPIENT FUNDING Total Project Expenses Expenses Obligations Remaining

Line Item Budget This Period To Date** Not Yet Paid Balance

Materials

Materials Overhead

Direct Labor

Labor Overhead

Other Direct Cost

Administrative Overhead

Total

I certify to the best of my knowledge and belief that this report is correct

CALSTART Use Only

and complete and all outlays and obligations are for the purpose set forth Amount Authorized

in the funding agreement

Signature of Authorized Certifying Officer Date Retention Yes _____ No ______

Type or Print Name and Title Phone Fiscal Year

CALSTART Approval Appropriation Code

Project Manager Date

ACCOUNTING OFFICE USE ONLY

Chief Financial Officer Date Retention

Date Amount Scheduled

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C-2

Page 2 of 2

FINANCIAL STATUS REPORT OR PAYMENT REQUEST - PAGE 2 Payment Request No.

(Recipient Name and Address)

Grant No.

MATCH SHARE -PARTICIPANT Expenses Expenses Obligations Remaining

Line Item Budget This Period To Date Not Yet Paid Balance

Materials

Materials Overhead

Direct Labor

Labor Overhead

Other Direct Cost

General and Administrative Overhead

Other

Total

MATCH SHARE - OTHER Expenses Expenses Obligations Remaining

Line Item Budget This period To Date Not Yet Paid Balance

Materials

Materials Overhead

Direct Labor

Labor Overhead

Other Direct Cost

Administrative & General Overhead

Other

Total

GRAND TOTAL

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C-3

FINANCIAL STATUS REPORT OR PAYMENT REQUEST

SPECIFIC BOX INSTRUCTIONS PAGE 1:

1. Name/Address. Indicate your company’s name and address on both pages 1 and 2. 2. Reimbursement Request or Financial Status Report Only? Indicate with a check mark. 3. Period Covered. This period should coincide with the payable milestones indicated in your contract with

CALSTART and/or the funding agency. 4. Payment Request Number. Identify this request – on page 1 and 2 -- by the numerical order in which you have

submitted payment requests. Do not duplicate payment request number. If this request is a follow-up on a prior unpaid request, please mark a copy of the original request form as a follow-up request and send it directly to CALSTART’s Controller.

5. Project Funding History. Indicate: (1) total funds requested, (2) total funds received, (3) total actual expenses incurred, and (4) funds on hand. Please note that the “funds on hand” space applies only to contracts on a non-reimbursable basis.

6. Requested Payment. Indicate only the amount requested by this form for this period, not the total of outstanding payment requests.

7. Government Contract Number. Identify appropriate funding agency contract number and related amendments under which you seek reimbursement on pages 1 and 2. Please be very specific. Example: FTA Contract No. CA 26-7067, amend. 1. If your project receives funding from more than one funding agency, you must submit a separate request form for each source of funds.

8. Recipient ID Number. Identify your Employers’ Identification Number or Tax ID Number. 9. Approved Project Term. Your contract with CALSTART describes the approved period of performance. 10. Line Items. The descriptions in this column provide suggested standard categories. If your contract provides

different approved cost categories, you may adjust these descriptions. You may for example, identify a “subcontractor’s charge.”

11. Total Project Budget. Indicate the approved contractual amount per line item, only from the grant contract identified in the “Grant No.” box on this form.

12. Expenses This Period. The total for this column should match the amount indicated in “Amount of this Request”. 13. Expenses To Date. Indicate only the cumulative actual cost that you have already incurred against the specific

funding source. The sum of this column and the corresponding columns on page two (for participant’s share and other co-funding) should include all costs expended up to the date of this invoice.

14. Obligations Not Yet Paid. This column reflects those expenses you have incurred, but not paid to your subcontractors. CALSTART will determine, on a case-by-case basis, whether this amount will be deducted from your request for reimbursement. To help CALSTART make this determination, please submit justification for your receiving reimbursement at this time.

15. Remaining Balance. This column is a calculation of the difference between the “Total Project Budget” and the “Expenses To Date” columns.

16. Signature of Authorized Certifying Officer. Unless you have made prior arrangements with CALSTART, the individual who signed the Program Participant Agreement with CALSTART must sign this certification.

PAGE 2:

Page two provides similar columns. In the top section, please indicate the amounts of your non-reimbursable share of any co funding. In the bottom section, indicate amounts of co-funding from any other source --- regardless whether reimbursable or not. (In some cases, other agencies may contribute co-funding, which would be included in the bottom section.)

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C-4

GENERAL INSTRUCTIONS

Documentation. For individual expenditures of $100 or more, you must substantiate all cost data with copies of paid invoices and copies of paid checks. On a separate sheet, categorize each expenditure by the task being accomplished. Your budgeted milestones and statements of work will provide the proper categories. Please list and categorize individual expenditures of less than $100 by the proper task. (Invoices need not be submitted for such expenditures.) As for labor costs, please indicate the actual labor hours by staff occupation category and the approved rates, as required by your CALSTART contract. (Contractors who receive project approval based on “provisional rates” should use such provisional rates in billing CALSTART for cost reimbursements.) Contracts negotiated on a “Fixed Price” term are not required to submit cost documentation to this extent. Proof that you have provided the contract’s deliverables, however, must be attached before CALSTART can process your invoice. Required Technical Reports. If your contract requires you to submit technical reports, please submit your requests for payment in conjunction with the technical and/or status reports for the period covered in the request/status report. Your reimbursement depends on your meeting the technical as well as financial milestones. Without the required technical reports, CALSTART will not begin processing your payments. Proper Addressee. Please send your financial status report or payment request -- with all cost documentation and the technical reports to: CALSTART Attn.: 48 South Chester Avenue Pasadena, CA 91106 Approval Process. Upon receipt at CALSTART, the following parties will review your report:

Program Manager for review and approval of technical report and compliance with technical milestones Senior Vice President for second review and approval of technical report and compliance with technical

milestones Contracts Administrator for contract compliance Accounting Office for financial review and funding agency billing

The review and approval process described above will run concurrently, requiring approximately one week. CALSTART, however, will bill the funding agency only after all the parties described above have approved the cost documentation and compliance with technical and other programmatic milestones. If problems arise, CALSTART will contact you. To facilitate the financial review, please indicate the appropriate financial person who can respond to any of CALSTART’s financial queries.

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D-1

EXHIBIT D

QUARTERLY REPORT FORMAT

I. Introduction. Statement of goals / projections / objectives / milestones for the period as

reflected in the statement of work and budget / milestone chart from the Program Participant Agreement.

II. Accomplishments. Analysis of the progress of the project per the above-mentioned items. Quantify with appropriate charts and data. List results from any other entities contributing to the project.

III. Deviations to Plan. If objectives could not be met - state reasons with appropriate backup of detail. Also

consider any events that might positively or negatively affect deadlines or the overall project. IV. Projections. Identify the significant events affecting the progress of the project and goals for the next

quarter. Analyze problems and quantify timeline changes with suggested new deadlines. Report on alternatives that in any way affect the scope of the project (i.e. changes in testing procedures). If changes are significant, enclose altered Statement of Work.

V. Financials. State whether the project is within the approved budget and give specific reference to the

invoice in relation to the monthly projection. State the amount of the expenditures anticipated in the next quarter. a). If cost overruns appear likely state what arrangements are being made to

change or curtail the project and/or gain additional funding. b). If adjustments to the approved budget are needed, state the reasons and

show the effect via altered budget / milestone charts. VI. Conclusion. State what attachments (i.e. Test Results) are available and make a statement regarding the

overall progress and impact of the project.

Attachments Any test results, studies or manuals as set forth in the agreement deliverables. Monthly Cost Report Invoice (Example included as Exhibit C to contract.) Copies of receipts and expenditure documentation as needed.

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E-1

EXHIBIT E

PROGRAM PARTICIPANT RELEASE UNDER AGREEMENT

__________________________________

KNOW ALL PERSONS BY THESE PRESENTS: In consideration of the promise and the sum of __________________________Dollars ($______________) lawful money of the United States of America, of which has been paid out and ________________dollars ($________________) of which is to be paid by CALSTART, Inc. (hereinafter referred to as CALSTART), under the above-mentioned document, the undersigned Participant does, and by the receipt of said sum shall, for itself and its successors, assign remise, release and forever discharge CALSTART, its officers, agents and employees, of and from all liabilities, obligations and claims whatsoever in law and in equity under or arising out of said document. IN WITNESS WHEREOF, this release has been executed this ________day of___________, 19______. ___________________________________________ (Participant)

By: _______________________________________

Title: ______________________________________

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F-1

EXHIBIT F

CALSTART PROGRAM CLOSEOUT Financial Checklist

Company: ________________________________________________________________________ Project/Program: ____________________________________________________________________ Responding Individual Name: __________________________________ ___ Responding Individual Title: _________________________________ ____ Place your initials on the correct response below Closeout Item YES NO COMMENTS Has final financial report been submitted which compares actual costs to contract budget and are variances explained? (If not, please provide report.) Is cost information reported for this project based on accrual accounting? (If not, describe method.) Is your company involved in any other federally financed programs? (If so describe how material costs are segregated by grant and how labor costs are segregated by grant.) Are all financial data reported to CALSTART for this project supported by source documents, and are these available for audit? Was any equipment with a useful life greater than one year and an acquisition cost greater than $5,000 per unit purchased with government funds? (If yes, attach detailed explanation.) Were any obligations incurred for this project that have not been currently expended and reported in the cost data? (If yes, attach detailed explanation.)

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F-2

CALSTART PROGRAM CLOSEOUT Financial Checklist

Has a Federal Agency approved the indirect cost rates used in reporting this project’s indirect costs? Indicate agency, date of approval, and include a copy of the agency report. (If not, provide detailed description of method used to determine indirect cost rate and calculations used to produce the reported rate.) Are any direct labor costs or other direct costs included in indirect cost pools? (Describe how direct and indirect costs are segregated and how indirect costs are applied.) Are match funds used in this project? (If so describe how match funds are segregated from other funds used on the project?

Have all Federal and state regulations been complied with? Please provide copies of the following items:

Audited financial statement for all years this grant has been in effect Most recent interim financial statements Tax returns for the years this grant has been in effect if audited statements are not provided

I certify that all information provided above is true and accurate and reflects compliance with the laws and regulations related to the identified program or project. ____________________________ Signature of certifying official Date __________________________ ____________________________ Name of certifying official Title __________________________

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STARK AREA REGIONAL TRANSIT AUTHORITY

RESOLUTION # __________, 2014

A RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR/CEO TO ENTER A CONTRACT WITH CALSTART

WHEREAS, SARTA has been working to deploy a fuel cell bus; and WHEREAS, CALSTART administrates the grants for the Federal Transit

Administration under the National Fuel Cell Bus program; and

WHEREAS, CALSTART and FTA would like to award a grant to SARTA for the purchase and demonstration of a fuel cell bus for a period of two years; and

WHEREAS, SARTA’s contribution is limited to an in-kind contribution of operations and no hard local revenue is required; and

WHEREAS, this resolution will assist SARTA in complying with two of the Board approved “Five Bold Steps,” Maximizing Financial Responsibility and

Building Public Support through grant initiatives; NOW THEREFORE BE IT RESOLVED, that the Executive Director/CEO is

authorized to execute a contract with CALSTART.

____________________________________ Date of Adoption

_____________________________________

Board President

_____________________________________ Secretary-Treasurer

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STARK AREA REGIONAL TRANSIT AUTHORITY

RESOLUTION # __________, 2014

A RESOLUTION AUTHORIZING THE EXECUTIVE DIRECTOR/CEO TO SURPLUS OBSOLETE FIXED ASSET INVENTORY

WHEREAS, in accordance with the FTA “Best Practices in Procurement Manual” and the Ohio Revised Code, this request is made to allow the Executive Director/CEO to surplus obsolete inventory; and

WHEREAS, the attached list of fixed assets have exhausted their useful

life for which they were purchased; and WHEREAS, that with Board approval the assets will be disposed of in a

manner in which staff feels is in the best interest of the agency; and

WHEREAS, this resolution will assist SARTA in complying with two of the Board approved “Five Bold Steps,” Maximizing Financial Responsibility and Building Public Support through grant initiatives;

NOW THEREFORE BE IT RESOLVED, that the Executive Director/CEO is authorized to dispose of obsolete fixed asset inventory per attached.

____________________________________ Date of Adoption

_____________________________________ Board President

_____________________________________ Secretary-Treasurer

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