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6464ORDINANCE NO. 6464 AN (UN -CODIFIED) ORDINANCE OF THE CITY OF ANAHEIM AMENDING ORDINANCE NO. 5911 GRANTING A NON-EXCLUSIVE FRANCHISE TO ANAHEIM TRANSPORTATION NETWORK TO PROVIDE RESORT TRANSPORTATION SHUTTLE SERVICE WITHIN THE ANAHEIM RESORT AND OTHER AREAS WITHIN THE CITY OF ANAHEIM AND STATING THE TERMS AND CONDITIONS UPON WHICH SAID FRANCHISE IS AMENDED AND FINDING AND DETERMINING THAT SAID ORDINANCE IS STATUTORILY EXEMPT FROM THE CALIFORNIA ENVIRONMENTAL QUALITY ACT (CEQA) PURSUANT TO SECTION 21080(b)(10) OF THE CALIFORNIA PUBLIC RESOURCES CODE. WHEREAS, on April 27, 2004, the City Council of the City of Anaheim adopted Ordinance No. 5911 granting a non-exclusive franchise to the Anaheim Transportation Network ("ATN") to provide resort transportation shuttle service within The Anaheim Resort and other areas within the City of Anaheim and stating the terms and conditions upon which said franchise is granted ("Franchise"); and WHEREAS, on July 19, 2011, the City Council of the City of Anaheim adopted Ordinance No. 6219 amending the Franchise to extend the term of the Franchise by seven (7) years; change requirement to allow vehicle trips to extend outside of the City provided that a minimum of 98 percent or more of the annual vehicle trip miles shall be within the City; set design criteria for buses; and, update the requirements to reflect current system operations;("First Amendment to Franchise"); and WHEREAS, the City Council of the City of Anaheim finds that ATN, through the provision of the Anaheim Resort Transportation ("ART") service, operates a public transportation system and provides public transit and mobility services for and within the City of Anaheim; and WHEREAS, the City Council of the City of Anaheim recognizes that operation of the ART public transit services under this Franchise is necessary and provides for compliance with the City of Anaheim's Specific Plan requirements for The Anaheim Resort and the requirements of the Platinum Triangle Master Land Use Plan and associated Mitigation Monitoring Programs; and WHEREAS, in addition to this Franchise, the City Council of the City of Anaheim has existing contracts with ATN for the provision of certain public transportation services within the City; and WHEREAS, the ART services under this Franchise are responding to a transportation need not otherwise being met within the community and jurisdiction of the City of Anaheim, and, where appropriate, the services are coordinated with other transportation services; and WHEREAS, the City of Anaheim and ATN will pursue local, state and federal funding sources to provide Anaheim residents, visitors, and employees with public transportation services and will use any such funds to provide public transportation, fund capital improvements to maintain and expand the public's access to public transportation, to maintain and oversee transit- related facilities, stations, and other auxiliary needs, as necessary, to the extent permitted by and in accordance with the applicable funding source(s); and WHEREAS, ATN will present to the City an annual work program that may be used to claim necessary funds, submit grant applications and/or seek funding as necessary; and WHEREAS, on March 4, 2019, the ATN submitted an application to amend the Franchise, (the "Amended Application") to provide resort transportation services within the City of Anaheim and other designated areas within the City of Anaheim; and WHEREAS, the City Council of the City of Anaheim heretofore reviewed the Amended Application submitted by ATN and considered the information presented therein; and WHEREAS, pursuant to the procedure set forth in Article XIV of the Charter of the City of Anaheim, on April 16, 2019 the City Council did adopt its Resolution No. 2019-034 approving the Amended Application and making certain findings related thereto, and declaring its intention to adopt an ordinance amending the Franchise to provide resort transportation services within the limits of the City of Anaheim, including The Anaheim Resort, the Platinum Triangle including the Honda Center, the Angel Stadium of Anaheim and surrounding areas, the downtown area of the City of Anaheim, and such other locations in the City that may be designated by the City Manager; provided that a minimum of 98 percent or more of the annual vehicle trip miles shall be within the City of Anaheim; and WHEREAS, on April 16, 2019, the City Council did set a public hearing to be held on May 7, 2019, at 5:30 p.m., or as soon thereafter as the matter may be heard, in the Council Chamber located in the Civic Center at 200 S. Anaheim Boulevard, Anaheim, California, to give any person having any interest therein or objection thereto an opportunity to appear before the City Council and be heard thereon; and WHEREAS, notice of said public hearing was published and otherwise given in the manner required by Article XIV of the Charter of the City of Anaheim; and WHEREAS, on May 7, 2019, a duly noticed public hearing was held by the City Council, at which public hearing the City Council did hear testimony and consider evidence from persons having any interest in the proposed amendment to the Franchise, and did consider any and all objections thereto; and WHEREAS, the City Council has determined that the proposed amendment of the Franchise is statutorily exempt from the California Environmental Quality Act ("CEQA") pursuant 2 to Section 21080(b)(10) of the California Public Resources Code as this request involves passenger transportation service on existing streets. NOW, THEREFORE, THE CITY COUNCIL OF THE CITY OF ANAHEIM DOES ORDAIN AS FOLLOWS: SECTION 1. That Section 3 of Ordinance No. 5911 be, and the same is hereby, amended to read as follows: "SECTION 3. TERM OF FRANCHISE Upon timely acceptance hereof in accordance with Section 1405 of Article XIV of the Charter, the term of this Franchise shall be for a period of twenty-two (22) years, unless earlier terminated by the City Council. Said Franchise may be extended indefinitely by the City Manager in two (2) year increments upon request of the Franchisee provided the City Manager determines that the Franchise has been exercised in a manner consistent with the Regulations and with the terms and conditions of such Franchise during the initial twenty-two (22) year period and such subsequent two-year extensions. Each two-year extension shall be requested in writing by the Franchisee to the City Manager of the City of Anaheim, or his or her authorized representative, not later than thirty (30) days prior to the date of expiration of the initial twenty-two year period and each such subsequent two year extension thereof. Failure to request any two-year extension within the time period specified shall be deemed a waiver of said two-year extension. The term of this Franchise shall commence upon the later of either the effective date of this ordinance or the date of acceptance of this Franchise by the Franchisee as required pursuant to Section 1403 of the Charter." SECTION 2. That Section 13 of Ordinance No. 5911 be, and the same is hereby, amended to read as follows: "SECTION 13. NOTICES Official notice or correspondence related to this Franchise shall be in writing and sent to the following addresses: City: City Clerk City of Anaheim, City Clerk's Office 200 South Anaheim Boulevard Anaheim, CA 92805 3 With copy to: City of Anaheim Department of Public Works Traffic and Transportation 200 South Anaheim Boulevard Anaheim, CA 92805 Telephone: (714) 765-5183 Facsimile: (714) 765-5225 Franchisee: Executive Director Anaheim Transportation Network 1354 S. Anaheim Boulevard Anaheim, CA 92805 Telephone: (714) 563-5287 Communications in connection with the performance of duties under this Franchise shall be considered received at the time actually received by the addressee or designated agent." SECTION 3. That Exhibit "A" of Ordinance No. 5911 be, and the same is hereby amended, in its entirety, to read as shown in Exhibit "A-2," attached hereto and incorporated herein by this reference. SECTION 4. That Exhibit `B" of Ordinance No. 5911 be, and the same is hereby amended, in its entirety, to read as shown in Exhibit `B-2," attached hereto and incorporated herein by this reference. SECTION 5. Except as expressly amended by the provisions of this ordinance, Ordinance No. 5911 shall remain in full force and effect. SECTION 6. The City Council of the City of Anaheim hereby declares that should any section, subsection, paragraph, sentence, clause or word of this ordinance hereby adopted be declared for any reason invalid by the final judgement of any court or competent jurisdiction, it is the intent of the City Council that it would have adopted all other portions of this ordinance independent of the elimination herefrom of any such portion as may be declared invalid. SECTION 7. Neither the adoption of this ordinance nor the repeal of any other ordinance of this City shall in any manner affect the prosecution for violations of ordinances which violations were committed prior to the effective date hereof, nor be construed as a waiver of any license or penalty 4 or the penal provisions applicable to any violation thereof. The provisions of this ordinance, insofar as they are substantially the same as ordinance provisions previously adopted by the City relating to the same subject matter, shall be construed as restatements and continuations, and not as new enactments. THE FOREGOING ORDINANCE was introduced at a regular meeting of the City Council of the City of Anaheim held on the 7th day of May, 2019, and thereafter passed and adopted at a regular meeting of said City Council held on the 14th day of May 2019, by the following roll call vote: AYES: Mayor Sidhu and Council Members Kring, Brandman, Moreno, and O'Neil NOES: None ABSENT: Council Members Barnes and Faessel ABSTAIN: None ATT C LERK OF THE CITY OF ANAHEIM 131864.2 5 CITY OF ANAHEIM STATE OF CALIFORNIA COUNTY OF ORANGE CITY OF ANAHEIM CLERK'S CERTIFICATE ss. I, THERESA BASS, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Ordinance No. 6464 introduced at a regular meeting of the City Council of the City of Anaheim, held on the 7th day of May, 2019 and was duly passed and adopted at a regular meeting of said City Council held on the 14th day of Mav, 2019 by the following vote of the members thereof: AYES: Mayor Sidhu and Council Members Kring, Brandman, Moreno and O'Neil NOES: None ABSENT: Council Members Barnes and Faessel ABSTAIN: None IN WITNESS WHEREOF, I have hereunto set my hand this 231 day of May, 2019. CITY CLERK dF THE CITY OF ANAHEIM (SEAL) EXHIBIT B-2 REQUIREMENTS FOR OPERATION OF FRANCHISED RESORT TRANSPORTATION SERVICES Franchisee's Application and Proposal to amend the Franchise submitted on March 4,2019, is hereby incorporated herein by the reference as through set forth at length and shall be referred to as Exhibit"A-2"on file in the Office of the City Clerk. Franchisee shall operate its Franchise in conformation with this Franchise Ordinance,Exhibit "A-2" and this Exhibit "B-2" and shall not permit operation of any resort transportation vehicles under its ownership or control, except in accordance with the Exhibit "A-2", this Exhibit "B-2" and the Franchise Ordinance. Where the requirements set forth in this Exhibit "B-2" conflict with the requirements set forth in Exhibit"A-2",this Exhibit"B-2"shall apply. 1. Each resort transportation vehicle shall have prominently displayed in the passenger compartment a schedule or rate and charges,the owner's name address and telephone number and the resort transportation identification number. 2. No resort transportation vehicle shall be operated unless the passenger compartment is in a clear and sanitary condition. 3. The name or trade name of the owner must be stenciled or painted upon the outside of each resort vehicle. 4. Drivers of Resort Transportation Vehicles. 4.1. No driver shall operate a resort transportation vehicle for more than ten consecutive hours nor shall any driver operate a resort vehicle without having had, immediately preceding such ten hours or operation, no less than eight consecutive hours time off within the previous sixteen hours during which no resort transportation was operated by such driver. 4.2 Drivers shall be trained to operate on-board fare validation equipment and provide electronic verification of the payment for transit services. 4.3 A driver shall not leave his or her vehicle to solicit passengers. 4.2. All drivers must maintain a current California A or B commercial driver's license with both air brake and passenger endorsements, Medical Examiner's Certificate (DL51), be able to conduct pre-trip and post-trip safety inspections, and complete annual refresher training, safety procedures, and ADA procedures. Franchisee must show proof of participation in the DMV Pull Program. 5. Personnel 5.1. All personnel coming in contact with the passengers shall undergo alcohol and drug testing programs and pre-employment testing. 5.2. Training. All drivers, mechanics, and other personnel dealing with passenger transportation services shall complete customer service training, empathy training,and training on the ADA procedures and requirements. 5.3. Safety. Franchisee shall ensure that its contractors, employees, drivers and other personnel abide by Franchisee's written Safety Program. Franchisee's Safety Program shall, at minimum, comply with the applicable Federal regulations on the Occupational Health and Safety Administration, and any amendments thereto, as well as any other pertinent Federal, state, and/or local safety or environmental laws,codes,rules or regulations. 5.3.1. Franchisee shall ensure that regular and continuous formal safety instruction for all personnel assigned to perform any activities under this Franchise is provided and shall require them to attend regularly scheduled meetings at least four times per year, or more frequently, as may be deemed necessary. 5.4. Appearance. All personnel coming in contact with passengers shall be neatly groomed and outfitted in uniforms, including nametags. 6. Resort Transportation Vehicles.No resort transportation vehicle shall be operated in a manner that violates the terms and conditions of this ordinance granting the Franchise or the representations made and commitments undertaken in the Franchisee's application for its Franchise. 6.1 Vehicle Age. All vehicles proposed to be used for passenger transportation service shall be no more than three (3) model years old at the initiation of service into the fleet and may not be in service for more than twelve years. 6.2 Vehicle Appearance and Graffiti. All painted surfaces of passenger transportation vehicles shall be in good condition. Normal wear and tear is acceptable. All surfaces shall be free from graffiti and scratches with no perceived differences in gloss shades of individual colors. 6.3 Maintenance. Preventive Maintenance Program(PM)shall be performed every 3,000 miles or 30 days, but not less than 45 days, whichever occurs first. All maintenance work shall conform, but not be limited to, the requirements of Title 13, Article 6 of the California Motor Vehicle Code. All maintenance work shall be performed by personnel with valid and current ASE certification in all relevant categories pertinent to mechanics duties, including PM inspections,within six (6) months of Franchise award and thereafter throughout the term of the Franchise. 6.4 Cleanliness. Exterior surfaces of each vehicle shall be kept clean of road dust, mud, tar, grime, and graffiti, or any other condition that may affect vehicle exterior appearance. Vehicle exterior must be washed at least every three (3) days and within twenty-four(24) hours of rainfall. All graffiti must be removed as soon as it is found. 6.5 ADA Compliance. Franchisee shall ensure that all vehicles providing passenger transportation service meet the provisions of the Americans with Disabilities Act of 1990, (P.L. 101-336) and Section 504 of the Rehabilitation Act of 1973 (P.L. 93-112)and implemented regulation set forth in 49 C.F.$., Part 37&38,at the time of the Franchise award. 7. Transportation service shall be available to all event centers located in the City of Anaheim as designated by the City Manager, or his or her designee, including but not limited to, Disneyland, Disney's California Adventure, Downtown Disney and the Anaheim Convention Center and any temporary offsite parking locations designated by the Anaheim Convention Center. Requests from the Anaheim Convention Center for shuttle service to and from any temporary offsite parking location to the Anaheim Convention Center shall be given priority over any other requests for shuttle service that Franchisee may receive from any other entities. 8. Franchisee shall meet event center's operating schedules. At minimum, transportation service shall be operated on a one-half(1/2) hour basis for the duration of the event center's operating hours. Service shall begin a minimum of one-half(1/2) hour before event center opening and finish no earlier than one-half(1/2)hour after event center closing. Operating schedules shall be available and provided to the passengers. 9. Franchisee shall maintain a minimum of 95 percent on-time performance record. 10. Franchisee shall meet peak season and time-of-day transportation service demands up to 10%over historic rider-ship(past 12 months). 11. Franchisee shall establish and maintain a guest passenger complaint resolution process. 12. Franchisee shall operate only clean/alternative fuel vehicles for passenger transportation services with the ability to use non-clean fuel buses only on a contingency basis.Clean fuels may include: Compressed Natural Gas, Liquefied Natural Gas, Fuel Cell, Electricity and Hybrid engines. Vehicles shall display appropriate decals indicating clean fuel type. 13. Franchisee shall obtain access to the clean fuel infrastructure necessary to maintain operation of the vehicles. 14. Franchisee shall provide proof that the proposed passenger transportation service is NOT duplicative in nature to the service(s) already rendered. This proof will demonstrate that traffic congestion will not be increased with the City by operation of this Franchise. 15. Dispatch 15.1 Dispatch shall be available during transportation service operations. 15.2 A two-way communication devise shall be installed and available on all vehicles providing passenger transportation service. 16. Record Keeping. Driver record, maintenance records, accident reports, and other pertinent information related to the operation of passenger transportation services shall be maintained for the length of the franchise award and shall be made available upon request to the City. 17. Annual Reports. Annual reports shall be submitted and shall provide operational data outlined in the Franchise. 18. Stop Locations. An exhibit/map of the proposed transportation service routes and public bus stop location shall be provided by the Franchisee for approval by City Manager, or his or her designee. Proposed use of public stops is not guaranteed and will be approved on a case- by-case basis based on existing usage and potential future impact. 19. Financial Controls. Financial data shall be kept in accordance with accepted general accounting principles. 19.1 Audited financial statements for the past three years shall be maintained for review by the City. 20. Evaluation. Ongoing passenger satisfaction evaluation shall be provided by the Franchisee. Findings shall be provided in the annual reports. 21. Auditing. With reasonable notice, the City may audit necessary records with regard to the service provision. Audit of records may include, but not limited to, personnel records, maintenance records, statistical data, invoices, materials, and other data related to all matters covered by the Franchise. 22. Passenger Safety. All personnel coming in contact with the passenger shall undergo alcohol and drug testing program and pre-employment testing. All statutory references concerning testing shall be in compliance with the Federal Motor Coach Safety of Transportation, Subtitle A-Office of the Secretary of Transportation PSMP 40 (procedures for transportation work place drug testing program) and Subchapter B — Federal Motor Carrier Regulation, PSMP 382 (controlled substances and alcohol use and testing). 23. Insurance. Auto liability coverage of $25 million per occurrence and general liability of$10 million. 24. Franchisee shall demonstrate ability to sustain and maintain proposed level of service and vehicle capacity to meet demand for transportation services. 25. This amendment to the Franchise shall not become effective unless and until all of the following requirements have been satisfied: 25.1. This Ordinance granting this amendment to the Franchise is effective. 25.2 Franchisee has provided a timely letter of acceptance as to all the terms and conditions established by the City Council for granting this amendment to the Franchise within 30 days following the adoption of the Ordinance amending the Franchise. 25.3 Franchisee had provided an up to date complete list of vehicles to be used to perform the services by registration or license plate number as of the date of Franchisee's acceptance of this amendment to the Franchise. 25.4 Franchisee had provided evidence of compliance with the insurance requirements and any other terms and conditions of this Ordinance and any other terms and condition of operation included within the Regulation or imposed by the City Council,the City Manager or the Chief of Police. 26. Should any of the insurance requirements in this Exhibit B be in conflict with any provision in the Ordinance,the more stringent provision shall apply. 27. That as required by the City of Anaheim regulations, but listed here for ease of reference, no vehicles operated under the terms of this Franchise may stop within the public right-of-way, unless the stop or service area has been approved by the City Manager or designee, and no vehicles may stop in a fire lane or adjacent to a red-curb area designed for a fire lane. 28. Changes to the FRAN service. routes, stops and service area or similar Micro Transit services to be established for other parts of the City, may be allowed subject to the approval of the City Manager or designee. EXHIBIT A-2 FRANCHISEE'S APPLICATION AND PROPOSAL TO AMEND FRANCHISE Anaheim Resort Transportation 1354 South Anaheim Blvd. • Anaheim, CA 92805 888-364-ARTS• RideArt.org ART March 4, 2019 Linda Johnson Principal Planner Public Works Department--Traffic&Transportation City of Anaheim 200 South Anaheim Boulevard Anaheim,CA 92085 RE: Anaheim Transportation Network Franchise Application—Amendment&Renewal Dear Ms.Johnson: On behalf of the entire Anaheim Transportation Network(ATN) Board of Directors and the community we serve, please accept the enclosed Franchise Application to amend and renew ATN's franchise and operating agreement with the City of Anaheim. The enclosed document hereby serves as a Franchise Application for operation of public transit services in the City of Anaheim. This application presents salient elements of governance,operations,service delivery and financial performance. ATN, through the foundation created by the City of Anaheim's environmental mitigation process and in partnership with entertainment,retail and hospitality industries,has created an institutional structure to finance and operate local public transportation services, thereby providing customers, residents and employees with convenient access to the destinations, venues and employment centers located in Anaheim and nearby communities. Anaheim's transit program, known as Anaheim Resort Transportation (ART), has evolved over the years to meet the growing demand on the transportation network through: 1. Growth of the tourism, hospitality, convention and professional sport industries; 2. Expansion and creation of new residential communities; 3. Development of new transportation hubs, such as Anaheim Regional Transportation Center(ARTIC);and 4. Growth of employment opportunities throughout the City I Anaheim Resort Transportation ART1354 South Anaheim Blvd. • Anaheim, CA 92805 888-364-ARTS• RideArt.org Anaheim Transportation Network Franchise Application—Amendment&Renewal March 4,2019 With the submittal of this Franchise Application,ATN makes a commitment to continue its long-standing partnership with the City of Anaheim for the provision of public transportation,transit and mobility services to enhance travel and commuting options for the residents,visitors and commuters of our City and surrounding areas. In collaboration with the City of Anaheim,ATN will strive to provide services that maintain primary goals of easing traffic congestion, reducing Vehicle Miles Traveled, improving air quality and providing mobility options for all who work,live and play in the City of Anaheim. As the ATN and City of Anaheim review and discuss this Franchise Application, we look forward to working with the entire City team. Should you have any questions or require further information, please contact me at 714-563-5287 or via email at dkotler@atnetwork.org. Thank you for your consideration of our Franchise Application. Sincerely, Diana Kotler Executive Director c: ATN Board of Directors Rudy Emami, City of Anaheim Jamie Lai,City of Anaheim Fred Whitaker, Legal Counsel Attachments: 1. ATN Accomplishments 2. ATN Franchise Application 3. ATN Franchise Application Attachments &Appendixes Anaheim Resort Transportation 1354 South Anaheim Blvd. • Anaheim, CA 92805 888-364-ARTS• RideArt.org ART Anaheim Transportation Network Franchise Application—Amendment&Renewal February 8,2019 ATN ACCOMPLISHMENTS YEAR ACCOMPLISHMENT DESCRIPTION 2018 $28.6M grant to electrify ART fleet Began preparations for provision of Mobility on Demand service model with a fleet of November 2017 MicroTransit services at CtrCity MicroTransit vehicles using deviated fixed route and e- hailing technology November 2017 Awarded contract for Mobility as a Mobility as a Service Private Public Partnership(P3) Service Mobility(MaaS)APP awarded to RouteMatch with initial Mobile App Began Installation of InfoTainment 50%of the InfoTainment system installed on ART fleet; October 2017 System Advertising program expanding to increase advertising revenue for ART services Began realigning of ART location& Began look at relocation options for ART operating facility. July 2017 consideration of future location ART executive and finance moved to ARTIC. ART sales& options marketing moved in with Visit Anaheim January 2017 Issued RFP for Mobility on Demand Began procurement and planning options for the suite of Services Mobility as a Service products December 2016 Awarded ART Operation Contract to Seamlessly transitioned ART services from First Transit to TransDev TransDev December 2016 Began Real Time Passenger Signage Install new CAD/AVL system on board ART fleet to facilitate efforts upcoming real-time passenger information system October 2016 Expanded Mobile Ticketing Expand availability of mobile ticketing options and denominations Received first four zero-emission,all-electric BYD buses March 2016 Received 4 ZEB BYD buses (through purchase consortium with Long Beach Transit)to start shift to all-electric fleet January 2016 Began 2035 Capacity Building Planning ATN board begins a visioning effort into the future outlook of capital and service needs of the ATN Entered ZEB Purchase Consortium with ATN enters a Purchase Consortium with Long Beach Transit March 2015 Long Beach Transit for the purchase of Zero Emission Buses;Agreement awarded to BYD, providing ATN with 10 options April 2015 Launched Mobile Ticketing Launch of Create a Ticketing APP with GFI GenFare and CooCoo July 2015 Began service to Costa Mesa ART begins bi-directional new service at South Coast Metro area in the City of Costa Mesa December 2014 Negotiated lease at ARTIC ART service begins at ARTIC;ATN offices at ARTIC fully functional July 2014 Awarded new contract for operational ART services contract awarded to First Transit;ART services services transitioned without interruption. Fleet of 35 LNG buses assumed from OCTA and all Assumed all fleet maintenance maintenance functions transitioned to ATN;Fleet July 2014 functions from OCTA maintenance responsibilities for this fleet of buses awarded to Penske;Fueling infrastructure installed by Clean Energy a -I 111111111‘ SECOND AMENDMENT TO THE NON-EXCLUSIVE FRANCHISE APPLICATION for Anaheim Transportation Network / Anaheim Resort Transportation • • • • • . .•. .• • • . . • . . - 441 Iti41• 1,. 1 , , . lit .*: • a 1`I tfi1wu • �� , 0 i,G 0 ! ce! �\�•.`_ r `«i ; -:-.'.:::::'-7-. ."..k.• ‘;'''NlAilhot:'s liv,17; ;'':: ' �g FRANC -• Gi u1,�., Com\•` - _',� — — "` J _ W c)` J S CJ (� C G V CD (3 U 0O - 0 i- 0 (- SECOND AMENDMENT TO THE NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION Table of Contents Preface 1 1 Introduction 3 1.1 Historical Context 3 1.2 Franchise Application Document Structure 6 2 Background 8 2.1 Corporate Structure 8 2.1.1 Administration 8 2.2 Financial Stability 9 2.2.1 Sub-Recipient/Regulatory Compliance 12 2.3 Service Delivery Framework 13 2.3.1 Fare Structure 14 2.3.2 Fleet 15 2.4 ART(Franchise)Service Standards 16 3 An Eye on the Future 26 3.1 An Evolving Development Landscape 29 3.2 A Way Forward 30 Appendices: Appendix 1:Articles of Incorporation Appendix 2:ATN Bylaws Appendix 3:ATN Executive Director—Resume Appendix 4:ATN 2019 Board of Directors Appendix 5:ATN Financial Statements—June 30,2018 Appendix 6a:City of Anaheim Ordinance No.5911—Granting of Non-Exclusive Franchise Appendix 6b:City of Anaheim Ordinance No.6219—Granting of Amendment No.1 to Non-Exclusive Franchise Appendix 7:ART 2018 Fare Matrix Appendix 8:ART 2018 Bus Wrap Program Appendix 9:ART 2018 Scope of Services Appendix 10:ART 2018 Appearance Standards Appendix 11:ART 2018 On-Time Tracking Report Appendix 12:ART 2018 Complaint Record Keeping/Tracking Appendix 13:Accomplishments Appendix 14:Imagine the Possibilities—Fact Book Approved by ATN Board of Directors on January 30,2019 SECOND AMENDMENT TO THE • NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION Preface The Anaheim Transportation Network (ATN), a non-profit Transportation Management Association operating the Anaheim Resort Transportation (ART) service, is submitting this application to request a second amendment to a non-exclusive franchise from the City of Anaheim. The amendment is proposed to extend the franchise term by seven years through May 27,2026,with indefinite two-year extensions subject to the approval of the City Manager upon a finding that the ATN has demonstrated compliance with the franchise requirements during the seven-year additional term and each subsequent two-year extension. It would also update service standards to reflect technology advancements and describe steps ATN is taking to transition the fleet to zero emission vehicles and electrify the fleet operations. It also describes next-generation mobility options including core elements of a Mobility as a Service (MaaS) platform. This application also includes a description of the ATN's governance, operations, service delivery and financial performance. In 2004,the City adopted Ordinance 5911 to grant a non-exclusive franchise for a seven (7)year term to the ATN to operate resort transportation services within the limits of the City of Anaheim, including The Anaheim Resort®, the Platinum Triangle (Honda Center, the Angel Stadium of Anaheim, ARTIC and surrounding areas), CtrCity Anaheim, and other locations in the City designated by the City Manager. ATN operates the Anaheim Resort Transportation (ART)service to implement this franchise. Ninety-eight percent (98%) or more of the ART annual vehicle trip miles occur within the City of Anaheim as required by the franchise. In 2011, the City adopted Ordinance 6219, granting an amendment to the franchise to update the service standards and extend the term through May 27, 2018, with indefinite one-year extensions. The first extension was approved in 2018 for service through May 27,2019. In response to the advent of next-generation mobility options and current and emerging technologies,ATN has been proactive in its response to the dynamic nature of the transit/mobility landscape. ATN is keenly aware of the need to be the mobility leader. ATN is equally aware of the need to remain relevant to existing passengers and become relevant to a new generation of passengers by advancing next-generation mobility technologies including core elements of a Mobility as a Service (MaaS) platform. Maas platform, by definition, represent a paradigm shift in changing customer expectations for provision and delivery transportation services. Ranging from merging of transportation services from public and private transportation providers through a unified gateway to integration of single payment options, to trip management from a mobile portal, the primary purpose of MaaS is to provide a unique travel solution when and how the customer wants and/or needs it; thus, changing transportation concept of a service to a utility. ATN is working on a number of MaaS initiatives such as: • E-hail microtransit solution-- Free Rides Around the Neighborhood (FRAN) • Mobile ticketing and journey planning Page 1 of 32 A SECOND AMENDMENT TO THEill NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION • Integration of traditional transit service with Transportation Network Companies to provide one-off trips, connection ART to other destinations such as airports and beach communities and first-last mile connections • Integration of real-time "next bus" passenger information systems to ease travel • Partnership with other transportation providers,such as Metrolink and Amtrak,to allow for complete trip planning and single payment options The proposed franchise amendment service standards would continue to support the needs of the City including, but not limited to,the following: • Continue to be sensitive to,and in compliance with,safety and security needs of the City, including where the majority of the ART trips occur in The Anaheim Resort in general and the Disneyland Resort,specifically; • Consolidation of transportation/mobility options with mobile applications to allow for complete trip planning in concert with single payment solution; • Ability to provide an enhanced guest experience, exceed the expectations of a changing market including next-generation mobility technologies and mobility solutions; • Ability to use bus stops approved by the City of Anaheim in The Anaheim Resort,Platinum Triangle and CtrCity Anaheim core and other locations as approved by the City Manager or designee; • Ability to address traffic mitigation measures and the reduction of vehicle miles traveled (VMTs)and reduction in the City's carbon footprint; and • Ability to address air quality mitigation measures including the transitioning to zero emission/electrification of fleet operations (in advance of California Air Resources Board (CARB) requirements). Page 2 of 32 SECOND AMENDMENT TO THE NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION 1 Introduction The Anaheim Transportation Network (ATN), through the foundation created by the City of Anaheim's environmental mitigation process and in partnership with entertainment, retail and hospitality industries, has created an institutional structure to finance and operate local public transportation services, thereby providing customers with convenient access to the destinations and venues located in the City and nearby communities.This transit program has evolved over 20 plus years to meet the growing demand on the transportation network through the growth of the tourism and hospitality industries, development of new residential communities and growth of the employment opportunities. Anaheim Resort Transportation (ART), a service of ATN, provides public transportation services to-and- from local theme parks, sports venues, shopping destinations, performing arts centers, hotels throughout residential communities and employment centers. Operating through a non- exclusive franchise agreement with the City of Anaheim,ART plays an integral role in easing traffic congestion and improving air quality throughout the region. ART operates fixed route services within the City of Anaheim in-and-around The Anaheim Resort, Platinum Triangle,Anaheim Canyon,CtrCity Anaheim, and other locations designated by the City Manager. ART also serves a limited number of destinations outside of Anaheim, such as South Coast Plaza in Costa Mesa and Knott's Berry Farm in Buena Park. Over 9.6 million passengers use ART annually via the organization's fleet of 82 alternative fuel vehicles. 1.1 Historical Context City of Anaheim: The ATN was created in 1995 to provide various public transportation services in the City of Anaheim. ATN was given a role in implementing certain mitigation monitoring measures called out in the Anaheim Resort, Disneyland Resort and Hotel Circle Specific Plans and the Platinum Triangle Master Land Use Plan,which are designed to mitigate traffic congestion and air quality impacts of current and future developments. ATN responded to this obligation by purchasing and operating a fleet of alternative fuel vehicles to serve the transportation needs of the City's commercial, recreational,and residential development areas. In 2002, with the opening of Disney® California Adventure, Downtown Disney District, and expansion of the Anaheim Convention Center, ATN began operating the Anaheim Resort Transportation (ART) service. The relationship between ATN and the City was Section 1400 of Article XIV of the Charter of the City formalized in 2004 at the time the City of Anaheim establishes procedures for the award of franchises by the City;provides that any person,firm awarded a non-exclusive franchise or corporation furnishing the City or its inhabitants agreement to ATN for operating the ART with transportation may be required by ordinance to service in Anaheim. have a franchise therefor;and further provides that the City Council is empowered to grant such On May 5, 2011,the ATN applied to amend franchises and to establish additional procedures the original franchise to provide Resort and terms and conditions of such grants. transportation services within the City of Anaheim and other designated areas within the City of Anaheim. Pursuant to the procedure set Page 3 of 32 SECOND AMENDMENT TO THE NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK I ANAHEIM RESORT TRANSPORTATION forth in Article XIV of the Charter of the City of Anaheim, on May 17, 2011, the City Council did adopt its Resolution No. 2011-068 approving the Amended Application and making certain findings related thereto,and declaring its intention to adopt an ordinance amending the Franchise to the ATN to provide resort transportation services within the limits of the City of Anaheim, including The Anaheim Resort, the Platinum Triangle including ARTIC, Honda Center, the Angel Stadium of Anaheim and surrounding areas,the downtown area of the City of Anaheim, and such other locations in the City that may be designated by the City Manager; provided that a minimum of 98 percent or more of the annual vehicle trip miles shall be within the City of Anaheim. On August 16, 2011, the Anaheim City Council adopted Ordinance No. 6219, approving various amendments to the franchise, including extending the term through May 27, 2018. This amendment also authorized the City Manager to approve indefinite one-year extensions of the term provided that the ATN submits a written request for the extension no later than thirty (30) days prior to the franchise expiration date. In approving the term extension,the City Manager is required to determine that the franchise has been exercised in a manner consistent with the regulations,terms and conditions of the franchise. On May 17, 2018,the Anaheim City Manager approved the first one-year term extension through May 28, 2019. Federal Transit Administration: In 2006,the Federal Transit Administration (FTA) issued to ATN a National Transit Database Identification Number, thus making the organization eligible to receive federal funding for capital purchases. ATN eventually took advantage of this designation and in 2010 FTA awarded the organization a $3.8 million grant toward the purchase of 20 new Compressed Natural Gas(CNG) buses. By 2017,the ART service had doubled in size and ridership since its inception in 2004. Perhaps the most comprehensive explanation of the purpose of ATN,and its operating subsidiary ART, is found in the 2006 amendments to the organization's articles of incorporation where it is stated: "The specific purpose of this corporation is to organize the collective actions of the public and private sectors to address the unique transportation and air quality issues of local employers, major event centers, and visitor-and convention-related businesses located throughout certain portions of the City of Anaheim, California known as the Anaheim Resort Area ("ARA") and Stadium Business Center ("SBC"); to facilitate a forum for the corporation's members and other interested persons to work together to develop workable transportation solutions;and to provide leadership to maximize access,enhance mobility, and assist with regulatory compliance, including environmental mitigation measures, all for the benefit of the corporation's members and the public who are visitors to, or are employed within, the ARA, and the SBC."1 An additional public, in conjunction with a non-profit, feature of the ATN/ART operating environment is demonstrated by the funding sources developed for the support of ART services. Anaheim Tourism Improvement District: In 2010, the City of Anaheim created the Anaheim Tourism Improvement District (ATID). The ATID is an assessment district; therefore, under 1 Anaheim Transportation Network,Resolution No.06-001,November 15,2006. Page 4 of 32 SECOND AMENDMENT TO THEIII NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION California law all revenue derived from any fees imposed by the district are to be used exclusively for activities that benefit payees of the assessment.Assessment revenue is generated from a two percent fee levied on hotel/motel room rentals by all existing and future guest facilities located within the ATID. The management plan for the ATID describes the purpose of the district as follows: "The purpose of forming the ATID as a Tourism Improvement District is to provide revenues to cover the costs of activities, improvements,services and programs that will benefit the Assessed Facilities and the tourism and convention industry in the City of Anaheim("City"). The activities, improvements, services and programs to be provided and paid for by the ATID shall confer a special benefit to all Assessed Facilities."' The ordinance specifies that 75 percent of the assessment revenue be used to support Visit Anaheim, and 25 percent is allocated to support transportation improvements and activities including: planning, design, construction and operation of transit improvements;transportation expenses such as Anaheim Transportation Network for Assessed Facilities; alternative transportation methods for Assessed Facilities; pedestrian walkways and related improvements; other programs or activities which facilitate transportation to and within the Anaheim Resort Area and thus benefit the Assessed Facilities; and debt service on and costs related to bonds, notes or certificates of participation used by the City for any of the above improvements. The ordinance establishing the ATID created a transportation committee to oversee the expenditure of fee revenues designated for transportation purposes. The three-member committee consists of one person appointed by the Anaheim City Manager, a representative appointed from the largest single contributor in the aggregate by brand to the ATID, and a representative recommended by the Visit Anaheim Board,who shall also be an owner or operator at an Assessed Facility and a member of the Board of Directors of the ATN,and approved by the other two representatives on the committee. Funding ATN/ART:ATN's current funding opportunities are limited primarily to locally generated fees,fare revenues,and capital grants. A schedule of ATN revenue sources obtained from its Fiscal Year 2018/19 budget is listed below. • Local Assessments • Grant Funded Services • Route 20 • Transportation Demand Assessment Management Services • Pass/Ticket Sales • Federal Apportionment • Group Sales • ATID&Special Projects • Ticket Vending • Annual Membership Machine Leases • Alternative Fuel Credits 2 Anaheim Tourism Improvement District 012010 Management Plan,established under Anaheim City Ordinance 6174 Section 2.14.050,page 7. Page 5 of 32 SECOND AMENDMENT TO THE11111 NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION • Advertising Sales • Rail Feeder Services Most of local revenue(about 65%) is derived from the Route 20 Assessment and from ticket sales (bus fares). In order to increase its services, as well as to maintain the existing level of services, ATN conducted a comprehensive study allowing ATN Board of Directors to investigate and evaluate new potential funding sources, consider enhanced transportation services, consideration for Mobility as a Service, e-hailing and Mobile App services, as well as potential other public funding sources on the state and federal levels. The Transportation Development Act (TDA) provides two major sources of funding for public transportation: The Local Transportation Fund (LTF) and the State Transit Assistance fund (STA). With pending State legislative initiatives to reform TDA legislation,ATN,through its long-standing partnership with the City of Anaheim, will seek legislative opportunities for recognition and eligibility under TDA. Through this effort,ATN,and therefore the City of Anaheim,would be able to receive State transportation funds to improve and increase local transit services, enhance our capital program, continue fleet electrification efforts, and provide funding for transit-related services and improvements. A New Paradigm in Mobility: In response to the advent of next-generation mobility options and current and emerging technologies,ATN has been proactive in its response to the dynamic nature of the transit/mobility landscape. ATN is keenly aware of the need to be the mobility leader in The Anaheim Resort. ATN is equally aware of the need to remain relevant to existing passengers and become relevant to a new generation of passengers by advancing next-generation mobility technologies including core elements of a Mobility as a Service (MaaS) platform, including complete trip planning, single payment options,and passenger information systems. 1.2 Franchise Application Document Structure This Franchise Application document presents: Chapter 2- Background o Corporate Structure o Financial Stability • ART Service Delivery Framework • ART Performance Indicators • Accomplishments • ART Fleet Profile Chapter 3—An Eye on the Future o An Evolving Development Landscape o Planned Enhancements Fifteen appendices follow: Page 6 of 32 SECOND AMENDMENT TO THE1111 NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION Appendix 1:Articles of Incorporation Appendix 2:ATN Bylaws Appendix 3:ATN Executive Director—Resume Appendix 4:ATN 2018 Board of Directors Appendix 5:ATN Financial Statements—June 30, 2018 Appendix 6a:City of Anaheim Ordinance No. 5911—Granting of Non-Exclusive Franchise Appendix 6b:City of Anaheim Ordinance No. 6219—Granting of Amendment No. 1 to Non-Exclusive Franchise Appendix 7:ART 2018 Fare Matrix Appendix 8:ART 2018 Bus Wrap Program Appendix 9:ART 2018 Scope of Services Appendix 10:ART 2018 Appearance Standards Appendix 11:ART 2018 On-Time Tracking Report Appendix 12:ART 2018 Complaint Record Keeping/Tracking Appendix 13:Accomplishments Appendix 14: Imagine the Possibilities—Fact Book Page 7 of 32 SECOND AMENDMENT TO THE NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION 2 Background 2.1 Corporate Structure The Anaheim Transportation Network (ATN) was incorporated as a non-profit California 501c(4) Corporation'on September 28, 1995.The City of Anaheim was one of the founding members.This local Transportation Management Association (TMA) was created specifically to facilitate public transportation in Anaheim, with a distinct focus on transportation demand management programs and the creation of a public transit system to serve The Anaheim Resort. ATN is governed by a 15-member Board of Directors representing a wide range of Anaheim interests. The current ATN Board of Directors roster is provided as Appendix 4. The ATN's professional management team is led by Executive Director, Diana Kotler who has over 23 years of experience in transportation management. The Executive Director's resume is presented in Appendix 3. 2.1.1 Administration ATN administers ART through an Executive Director and support staff assigned directly to the ART service. The ART operational center is located at 1354 South Anaheim Boulevard, Anaheim, CA. ART also has a presence at the Anaheim Regional Transportation Intermodal Center (ARTIC) providing Customer Service functions and at Visit Anaheim to enhance marketing, public relations and social media outreach. ATN's range of responsibilities include: • Environmental compliance and adherence to the adopted Specific Plans in The Anaheim Resort and the Platinum Triangle Master Land Use Plan and EIRs requirements; • Obtaining and maintaining contractual service agreements with all lodging, retail and commercial establishments required to participate in the ATN and ART as part of Specific Plan or Platinum Triangle Master Land Use Plan requirements and other establishments that voluntarily choose to participate in the ATN and ART; • General administration and quality control of the public transit services; • Brand development marketing; • Provision of all customer service functions; • Service development and contractual responsibilities; • Full financial accountability to local community and constituency; • Development and deployment of technology-forward and customer-centric solutions; and 'The IRS guidelines definition--To be operated exclusively to promote social welfare,an organization must operate primarily to further the common good and general welfare of the people of the community(such as by bringing about civic betterment and social improvements).See https://www.irs.gov/Charities-&-Non- Profits/Other-Non-Profits/Social-Welfare-Organizations for additional information. Page 8 of 32 SECOND AMENDMENT TO THE NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION ■ In partnership with Visit Anaheim, provides marketing,sales and public outreach functions. 2.2 Financial Stability Two (2) years of audited financial statements, fiscal years (FY) 2017 and 2018, are presented in Appendix 5. Table 2-1 presents ART Financial Performance in an historical context from FY2012/13 (Actuals)through to (Estimated/Actuals) for FY2018/19. Table 2-2 presents Income and Expense elements of the FY2019 budget. The ATN is not party to any pending litigations,fines or enforcement proceedings by other cities, public or private entities nor is ATN involved in any bankruptcy filings. Page 9 of 32 SECOND AMENDMENT TO THE1111 NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION M N 1-1 N. CIC:) N 01 00 O CO V 0\O 1-11 .. l0 O 01 LA M cps ^ M coI-I r3 r3 7 en E V1 al ;.= !1 tco t0 V1' .--i >- N CO O -4 .--1 U. W a1 V? V? <A i/? V? V? M en O LA 01 tO VN N ct 01 00 OC M1••••• M Ln 00 .-I \ 9 .--I' it t0 Lei M .--1 N al N N LA 1- G = N = 00 0l 00 01 .--1 N. N Q Lei' •--i •--7 t ai V? V? 1A V? v} V? 00 N t0 M CO LA N d' 00 N 01 N FNM _ C V 01 n M M \ 00 00 01 Vl N- 00 ��•1 en E n tOO Vl 'a' co NQ LA .u-1 .M-1 .--1 N' a--1 a--1 N ii oi V? t/? 1/1. V? V? V? 00N t0 I. Co N V ' C - 01 01 N N. - N DD 01 a-1 t0' U1 01 LA N NJ = C N •E N. t0 Ol O al I— E Q N .1 a 1 Ce V? V? V? V? V? V? Q LO M Al N .-1 .--I 1„ M 00 to CC) 1-: 00 00 00 t0 N O O 01 00 LA CO Q� L LI 0 N •E l0 CO N. 00 Ln en .0 V .--1 .�-1 .M-1 to = E of CC v o v *Cr to 01 0 cr M N N .--1 NJ 00 W CC M 01 t0 t0 01 cc \ _ Lll O v 00 o0 01 _ M = 1--1 Q n en 00 N in CL. N N •E en 01 M l0 t0 Q yy 1.1 .�-1 .M-1 lL a1 U V? V? to V? t/? V? Z Q N M 01 01 01 O Li_ efl al O M 01 CM Nr, Z N co = NJ O' 00 00' Lei'NJ K) 7 01 N Le)00 4 N. N U1 O G a--1 'E O 00 r-1 N Ql M 1— N Q CO S06. NI' tA' V1' a U CC -4.11- -VT Ill. 411. 0 CLZ a CC I— I— CC CIS 0 > v. CU CC g CU \ V N C[ W 00 N _ v O a, N Q N d O. co, cla O O = W Cu a+ N CC 7 of Q 7 a a--I OC N - oc p OC, N N N a NI- c'V ` cC mcuw to V C CC 3 Q 'E J g A 1O c0 €13L"i o m CCI E C C a+ a, 7 Q 3 C 1— 1— X u N 0, I— Z Q w Q cc Page 10 of 32 SECOND AMENDMENT TO THE4111 NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION Table 2-2:FY2019 Budget FY2019 FY2019 Jul'18-Jun 19 Jul'18-Jun 19 Ordinary Income/Expense Expense dome' 6000 Personnel Expenses 4000•ART Revenue Total 6010'Salaries and Wages 2,273,1801 4010•Participation Assessment Fees 2,322.735 Total 6030•Medical Insurance 278,943' 4011•Assessment-Route 20 Hours 6,475,105 Total 6040•Payroll Taxes 226,1161 ---_ 4012•Assessment-Route 20 Fuel _--_ 171,117 Total 6000•Personnel Expenses 2.81019 1019.Other Participation Assessments 8,000 7000•Transp Svc-Transdev,etc 1 4020•Retail Assessment Fees 169,608 7001•Route 20 3,896,7471 4040•Ticket Sales p 4.267,430 7002•Con ART 3,705,088} 4050-ART Group Sales 371,115 7003•Route 17-ACM 87,834!( 4060•Kiosks Leases 124,800 7006•Group Sales 147,893 4070_Advertising 862,204 7007•Contract Expense-LDs -1616001 4071•Advertising MicroTransit 83,000 7008•Reimbursable Bus Accidents -164,4961 Total 4000•ART Revenue 14,873,111 1 7018•MicroTransit Operations 98,875' 4110•Cooperative Agreements 7000•Transp Svc-Operations 7,810,441 4111•Metrolink Rb 15 Reimbursement 5,474 -___.----- ....._______ _ ________ 7240•Fuel Supplies 1,871,303 4112•Amtrak 11.790 Total 7250•Supplies 183,939 Total 4110•Cooperative Agreements 17,264 Total 7600•Professional Services 606,217 4300•Grant Income — 7800•Repairs and Malnt-Facilities 60,0001 4310•TDM Revenue _ _ 7801.Repairs-Bus Accidents 128,4001 4311•Anaheim Canyon Service(Proj S) -_ 32.971 Total 7820-Bus Maintenance-Contracted 112,339 4313•AnaheknCanyon Service Metrolink 33,408 Total 7830-Bus Maintenance-In-house 900,020 4320•MicroTransit Grant Funds 113,000 7880•Facility Rental _ 78,614 4310•TOM Revenue 179,378 _ 7890•Vehicle Leases 12,13041 •Other rant Income _.----_-_-_-__ _ 7900•Equip/Furniture/Software Exp _ - 88,675: 4321•5339 Apportionment 97'� 8002-Prof Development 8 Training 5,503 1 4322•5307 Apportionment _____ 762,000 ^0130•Utilities-Building --_ 104,7451 4.324•ATID ARTIC Service 0 ' 8200•Telecomuncations m 125,957 4320.Other Grant Income 853,000 Tota14300•Grant Income 1.032 378 8310.Grant Expense 32,500 6400•Miscellaneous Expense 22,701 4400•Membership Revenues _-- ---- 8500•Finance charges 231,615 4410-New Membership 7.245 F $600'Insurance 242,3171 4420•Renewal 52.000 Total 4400•Membership Revenues 59345 1700.Other Income - TOTAL EXPENSE 15,908,280 4701•OCTA&Metrolink Tickets 6.253 1710•Interest Income 4,990 Excess Revenue 439,623 -. ._. e n ---------- _. 4712•Late Fees and Interest 0 4720•Miscelleneous Income -2.043 4770•Alternative Fuel Tax Credits 354,703 Total 4700•Other Income 383,902 TOTAL INCOME 16,345,903 Capital Improvement Plan (CIP): The ATN developed a Capital Improvement Program (CIP) to identify capital projects and equipment purchases. The CIP also provides a planning schedule and identifies options for financing the plan. The CIP is a five-year planning document spanning from Fiscal Year 2018/2019 through 2022/2023. The following Table 2-3 presents specific projects that have been identified in the CIP: Page 11 of 32 SECOND AMENDMENT TO THE111 NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION Table 2-3:Capital Improvement Plan(CIP)Projects Funded Future Funding Funding Implementation Project Name Amount Needs Sources Schedule $200,000/yr Parking Fees MicroTransit $569,000 Fall 2018 $1,000,000 &Advertising #ElectrifyAnaheim ATID&Other ART Fleet $29,469,000 $2,511,000 Winter 2019 Grants ATID,Grants, Operating Location $7,155,000 $4,345,000 Fall 2019 Fuel Credits Power Purchase Long Term P3 $5,000,000 Purchase Fall 2019 Agreement Agreement Real Time Si na $130,000/yr g ge $780,000 Advertising Fall 2018 $650,000 Mobile Ticketing P3 $2,000,000 Commissiona Fall 2018 ble Sales Total $37,973,249 $14,186,000 2.2.1 Sub-Recipient/Regulatory Compliance ATN is a sub-recipient of Federal Transit Administration (FTA) funds. The Orange County Transportation Authority(OCTA),as the designated recipient of FTA funding in Orange County, is responsible for ensuring that sub- recipients, as such as ATN, are in compliance with the federal grant management requirements. The first ATN federal compliance review was conducted in May 2013, with the second review completed in December 2014 and subsequent review in June 2016.The latest federal compliance review of the ATN was conducted in January 2018 and included a full analysis of 12 grant management categories,which entailed an assessment of 77 specific requirement areas. This formal review process is a component of the OCTA sub-recipient monitoring procedures, which are designed to: 1. Ensure that all technical components, specifications and cooperative/sub- recipient requirements are met 2. Monitor compliance with FTA requirements for FTA funded assets, (i.e.vehicles) 3. Monitor compliance with FTA requirements for transit service provision and maintenance program 4. Identify performance issues and non-compliance with FTA requirements and address any deficiencies in a timely manner 5. Track information regarding performance quality for the purposes of evaluating sub- recipients'capacity for future federal grant awards Page 12 of 32 SECOND AMENDMENT TO THE NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION During every FTA review process, all 77 areas of ATN compliance are reviewed. ATN is in full compliance with FTA requirements. Next FTA compliance review will be done in the summer of 2019. 2.3 Service Delivery Framework ART services are comprised of twenty-three (23) interchangeable routes operating 365 days per year: i. Core ART--20-minute headway schedule frequency; ii. Fixed Routes—Printed scheduled operations;and iii. Circulator Service—Connection of the area's parking facilities. Daily service begins 90 minutes before area attractions open and concludes 30 minutes after closing. For example, during the "peak" summer season, service typically runs from 6:00 am through 12:30 AM seven days a week. The Disneyland Resort's East Esplanade area, also known as Main Transportation Center, provides assigned passenger priority pick-up and drop-off locations and connectivity along all ART routes. As shown in Exhibit 2-1 (ART System Map —Winter 2019), the core route network covers major alignments emanating from the Disneyland® Main Transportation Center to destinations in Anaheim and, Garden Grove, Orange, Buena Park and Costa Mesa. Core routes focus on operations based on a head-way schedule to connect area's major destinations, hotels, restaurants and venues, including Anaheim Convention Center, Anaheim GardenWalk, ARTIC, Angels Stadium, Honda Center,and CtrCity Anaheim. Functionally,the ART system consists of a core route network and extended area network. Most resources are deployed on the core network designed with relatively short alignments, frequent schedules and longer operating hours.These routes focus on connections between the Disneyland Resort and participating hotels and restaurants situated along major corridors including Harbor Boulevard, Katella Avenue, Ball Road,ARTIC and Walnut Street. Since its inception in 2004, the service territory for ART has increased from eight routes to 22 routes serving over 9.5 million passengers per year. Most recent additions include service for the South Coast Plaza area in Costa Mesa, which began in July 2105. New service models were recently implemented in CtrCity Anaheim in a form of MicroTransit,aka FRAN, and the transition to mobile ticketing and Mobility as a Service (MaaS) operating models, as defined and explained on page 1 of this document.ATN will continue to investigate new delivery models and will deploy these models,as appropriate. Page 13 of 32 MI SECOND AMENDMENT TO THE NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION Exhibit 2-1:ART System Map(Winter 2019) Anaheim Resort Transportation Map S th ARTof connecting the dots Ai . %. ,, Nay Os. Mr. !Rw y, �� . .. ©AMI K,•.. .. _ •1• • -� ..R«w•4..•��r WnN....... nr tlMl ._... �� N••.n f,nn...ti..n l.n... .. ...... . — • .. .r .'!� 4DISNEYLAND.a .. -` f l] ' faR Wii RESORT '' _ '� � .l ip ea,r¢r ® iii I TOAILNITIOUTIE till. I: 71:1211 IiiiQ* Nu[ i r A lfc _ _ ...,--.r: I: - . ii .. A ---dr. --- �. ! Yr7f Vt. YYY •r•.. Ir s.__ .....Emel • aw.l,u �, � _ s: — i4. A - Take any Anaheim Resort Transportation lines in- and-around the Anaheim Resort'District to reoch all your favorite destinations in Anaheim,Costa Mesa, Orange,Gorden Grove,and Buena Park! irwww.Riceeillgri 2.3.1 Fare Structure ART collects fares from all customers ages three and above using a combination of fare collection methods including prepaid paper and electronic passes,and cash. Prepaid single day and multiple consecutive day passes ranging from three to 30 days are offered on the ART website,through all participating stakeholders and at 13 ticketing vending machines located at Anaheim Convention Center Grand Plaza, Disneyland' Resort Main Transportation Center,Anaheim GardenWalk,Visit Anaheim concierge locations, Discount Tickets and Tours and other selected distribution points. Wholesale pre-arrival (accounting for 25% of wholesale sales) distribution through Walt Disney Travel Company,Get-Away Today, Expedia,Viatour,and other similar businesses. Electronic pass sales are available to customers with Apple and Android mobile devices who download the app free of charge. Onboard payment of cash for single one-way rides requires exact change. The present fare structure is shown in Exhibit 2-2. Page 14 0 32 SECOND AMENDMENT TO THE0 NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION ATN remains proactive in advancing mobile ticketing options and the phasing out of paper medium. However,to maintain full compliance with Title VI equity and civil rights requirements, ATN will continue acceptance of cash payments on board all ART buses, availability of ticket fare media through Ticket Vending Machines and public sales locations to accommodate the "unbanked" population which is defined as individuals who do not use banks or banking and generally pay for things in cash. Exhibit 2-2—ART 2018 Fare Structure Pass Regular Youth Type Age 10 and older Age 3-9 Reduced Fare (65+&Disabled) 1 Day $5.50 $2.00 $2.00 3 Day $14.00 $3.00 $5.00 5 Day $23.00 $5.00 $8.00 15 Day $45.00 $10.00 30 Day $55.00 $20.00 2.3.2 Fleet ATN owns an active fleet of 82 buses and 10 Polaris GEM/FRAN vehicles. All buses are equipped with SPX Genfare fare boxes and Synchromatics InfoTaimmnet and AVL/GPS vehicle location and annunciation system as well as free Wi-Fi service. All vehicles are compliant with the American with Disabilities Act(ADA) requirements. A list of the ATN bus fleet is provided in Exhibit 2-3. :• .-,L, Of note is the electrification of n:. the ATN fleet of fixed-route transit buses in advance of the � ”�� California Air Resources �� Board's (CARB) proposed rule iii to achieve full zero emission • i � �-• fleets by 20304. Forty-two all jl= -.,..',\,- - electric buses will be in . s ++vii ; .../ i 'Ain`' ` • operation by 2020. Further, in __ compliance with Board N„.... direction,the electrification of the fleet will ensure compliance with the regulatory environment ranging from the Disneyland's Resort's strategic direction, to federal (including airports),state, regional (SCAQMD),and local (Franchise Ordinance). A CARB is expected to have a final rule in late 2018 Page 15 of 32 SECOND AMENDMENT TO THE0 NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION The ten Polaris GEM/FRAN vehicles are 6- passenger,all electric, open-air carts providing microtransit(FRAN) service in CtrCity Anaheim. ...am ...... ti fA[[I[6•Iba3[ Complementing the electrification of the fleet, ATN is advancing an alternate energy It 1_ 0 I ' ' 1 microgrid to sustain operations in '''',,;' emergency scenarios. __' Exhibit 2-3:ART Fleet Model Year/Year FTA Required Manufacturer Fuel Type Deployed in Size Seating/Standing Vehicle Life(in Number of Units Service Capacity in Fleet years) BYD Electric 2016 40' 39/18 12 4 El Dorado National Liquefied Propane 2011 32' 28/14 7 9 Starcraft Gas NABI Liquefied Natural 2002 40' 39/18 12 48 Gas Glaval Entourage Compressed 2012 33' 30/15 7 18 Natural Gas El Dorado National Compressed Passport Natural Gas 2013 35' 32/16 12 3 Polaris GEM Electric 2018 13' 6 5 10 BYD* Electric 2019-2020 30' 25/14 12 14 BYD' Electric 2019-2020 40' 39/18 12 20 BYD* Electric 2019-2020 60' 55/25 12 10 'electric BYD buses will be acquired in 2019 and 2020 for fleet replacement and future expansion 2.4 ART (Franchise) Service Standards Table 2-2 presents the Franchise Service Standards. Included in the table are the franchise requirements, description, current service standard, and 2019-2026 service standard. Page 16 of 32 SECOND AMENDMENT TO THE110 NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION Standards include: • Operational Standards • Environmental Standards • Vehicle Standards(include electrification of fleet/CARB goals) • Personnel Standards • Monitoring Standards • Safety Standards • Compliance with federal,state, regional and local standards/regulations Since its inception in 2004, the service territory for ART has increased from eight routes to 23 routes serving over 9.8 million passengers per year. Original Franchise Requirements: While maintaining the required minimum of 98%of the annual vehicle service miles to be provided within the City of Anaheim,the ATN service territory increased to provide transportation services to Costa Mesa destinations including South Coast Plaza and residences and businesses along Bristol Avenue. Through careful route planning, the ATN is committed to meeting and maintaining the required annual vehicle service mile constraints within the City of Anaheim. Franchise Service Standards -2018 Franchise Update: Concentration of work efforts focused on the opening of ARTIC, service expansion to Costa Mesa and CtrCity Anaheim and planning for future growth, development, and relocation of the maintenance and operations facilities. ATN service parameters remained constant in an effort to ensure consistent service delivery. For the Customer Service performance metrics for FY 2018/19,ATN received only 3.36 complaints per 100,000 passengers,down from the already low 4.15 complaints per 100,000 in 2013/14. The standards for transportation service excellence are the backbone of the ATN service provision policy. Since the genesis of service,the ATN successfully raised the bar for transportation services and will continue to operate based on the standards incorporated into franchise requirements. Page 17 of 32 SECOND AMENDMENT TO THE1111 , NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION Table 2-2:Franchise Service Standards Franchise Requirement Description Current Service Standard 2019-2026 Service Standard Operational Standards I 1 Service Area Franchisee shall provide i Disneyland®Resort i 98% of the ART vehicle service to all Event Centers Disney®California I miles will continue to Adventure I operate within the Anaheim Downtown Disney City limits,serving the City's I Anaheim Convention major destinations, Center ! neighborhoods, and employment facilities (see Anaheim Garden Walk ; list of Anaheim destinations Anaheim Stadium/ARTIC i under "Current Service Honda Center I Standard"). Up to 2%of the Outlets at Orange I ART vehicle miles may Christ Cathedral I extend to outside of Buena Park Destinations: I Anaheim to other cities(see examples under "Current Knott's Berry Farm Service Standard"). Medieval Times Dinner& Theater Upcoming enhancements Pirates Dinner Adventure Iinclude expanding service Anaheim Canyon Metrolink ; delivery area through Station deployment of MaaS service City of Costa Mesa/South delivery options to connect Coast Plaza Anaheim Resort, through Downtown Santa Ana ART, to Orange County's CtrCty—Downtown destinations, airports and Anaheim attractions by providing compete trip planning and payment solutions. Hours and Frequency of , Franchisee shall provide I NO CHANGE Continue to provide I Service service to Event Centers in i ' minimum service standards; The Anaheim Resort® I however, MaaS & demand beginning one hour before 1 I responsive models Event Centers open end the I anticipated to expand service no earlier than 30 operating hours minutes after Eventi Stop locations MaaS service Centers close to be provided at I residential locations ; (subject to approval by the City Manager)for MaaS services outside of The Page 18 of 32 SECOND AMENDMENT TO THE NON-EXCLUSIVE FRANCHISE APPLICATION • FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION Franchise Requirement Description Current Service Standard 2019-2026 Service Standard Anaheim Resort and Platinum Triangle areas Service Frequency Service shall be provided Core ART Continue to meet Current no less frequently than 10 All day 20-minute headway Service Standards for minutes during peak times operating frequency. minimum headway and 30 minutes during off- peak times. Fixed ART Routes Operate Standardize scheduling on a printed schedule(with configuration to ART to exception of Route 20). ease patrons and customer Frequency varies and is understanding of service developed to meet specific operating hours I demand needs on each route To ease the use of the system and ability of Circulator Service-- customer service personnel Operates in a continuous to explain the system, loop service operates continuously on a 20- On—Demand Deviated minute headway schedule Fixed Route Service— for Core ART routes and on CtrCity real-time pick-up a printed schedule for fixed request/e-hailing service routes (Slated to begin in 2018). • On demand, Mobility as a Service(MaaS)operating model,similar to FRAN service should continue to be explored,in new geographic areas and capacities,in other areas of the City. This new service delivery option may open up availability of ART stop locations for MaaS service at residential locations, subject to approval by the City Manager. Capacity Management Franchisee shall NO CHANGE NO CHANGE demonstrate the ability to handle peak demand periods up to 20%over typical monthly ridership statistics Page 19 of 32 SECOND AMENDMENT TO THE NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION Franchise Requirement Description Current Service Standard 2019-2026 Service Standard Complaint Resolution Franchisee must have in NO CHANGE NO CHANGE place a complaint procedure that includes a log of all complaints received, date and time of complaint, response, date and time of response, results of investigation, action taken, and any written communications. All complaints received in writing must be responded to in writing within ten (10) business days Environmental Standards Clean Fuel Vehicles Clean fuel vehicles— Anaheim Resort Transit Begin transition of zero Franchisee must meet the fleet is comprised of 100% emission fleet operations intent of the mitigation alternative fuel buses. goal&CARB compliance measures in The Anaheim To continue with the Resort Specific Plan and commitment to provide operate clean fuel vehicles. environmentally Clean fuel is defined as electric,propane(LPG), sustainable transportation liquefied natural gas(LNG), options, four (4) Zero compressed natural gas Emission Buses (ZEB) (CNG),or fuel cell vehicles electric buses were added to the ART fleet with two(2) additional ZEB buses on • order. A TICRP grant for 40 ZEB will allow for 50%of the fleet to be electrified by 2020 Fueling Franchisee must I Phased out propane Begin transition of zero demonstrate ability to propulsion—transitioning emission fleet operations obtain clean fuel resources to only CNG and electric Microgrid,solar energy for vehicles. emergency operations Provision of 480V/3 Phase/100 AMP power interface and supplemental EV charging solutions. Page 20 of 32 SECOND AMENDMENT TO THE NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION •Traffic Mitigation&Fare Franchisee shall use a fare NO CHANGE NO CHANGE Structure structure that encourages use of the transit system Communications The Franchisee shall Deployment of Automatic Availability of CAD AVL and provide and install a Vehicle Location(AVL). real-time GTFS data allow communications system to Available real-time bus for use of real-time trip allow for timely and arrival information. planning functions on ART's efficient dispatching, Real-time GPS and website www.rideart.org coordinating,and and mobile responding to necessary CAD/AVL systems are applications service calls. available at dispatch to monitor ART operations, The system may be of the on-time performance and Franchisee's choice but schedule adherence. This must include the necessary CAD AVL system performance elements of supplements regular two- the system. way radio communications. Vehicle Standards Vehicle Appearance Franchisee shall ensure that Developed new brand Consistent look for the all vehicles will be standards for all ART- entire ART fleet of vehicles decorated with a common branded buses and buses across most ART operation theme that matches available for advertising Lines aesthetic design schemes contracts. Standards for of The Anaheim Resort. All branded bus fleet provided ' Fleet brand and painted surfaces shall be in as Appendix 8. identifications include a good condition. Franchise Sticker The Franchisee shall cause, NO CHANGE NO CHANGE on a scheduled basis,each Cleanliness vehicle to be maintained in a clean condition throughout,both interior and exterior The Franchisee shall NO CHANGE NO CHANGE Graffiti remove all graffiti from the vehicle as soon as it is found. No vehicle shall start revenue service with graffiti on any surface of the vehicle. If graffiti is etched or scratched into glass or insert,that glass or insert must be repaired or replaced before the vehicle is placed back into revenue service. Poge 21 of 31 SECOND AMENDMENT TO THE NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION Maintenance Through a Preventive As a cost saving measure, ATN purchased and Maintenance program,the ATN brought all relocated into its own Franchisee shall cause all maintenance services in- facility in May 2014. This components of each vehicle house. enabled ATN to provide including its body,frame, direct maintenance services furnishing,mechanical, No other changes to the for its entire fleet, ensure electric,and hydraulic or maintenance standards full compliance with CHP other operating systems to occurred. inspections, FTA fleet/asset be maintained in proper management, and vehicle working condition free warranties from damage and malfunction Non-Discrimination,ADA All vehicles in the public NO CHANGE NO CHANGE and Title VI Compliance transit fleet must be accessible to individuals Continue to be fully with disabilities meeting all compliant with Civil Rights applicable federal legislative and regulatory requirements issues by the environment US Department of Transportation and US Department of Justice Personnel Standards Driver Qualifications All drivers will maintain a NO CHANGE NO CHANGE current California Class A or Driver training includes Class B commercial driver's sensitivity awareness, license with both air brake customer service training, and passenger mobility device endorsements,and handling/securement maintain a current Medical empathy and LEP subjects Examiner's Certificate(DL 51) Appearance All drivers will be neatly NO CHANGE NO CHANGE groomed and outfitted in an official uniform, including name tag. Dispatch and Field Drivers will be supervised. NO CHANGE NO CHANGE Supervision Field Supervisors will be physically present in The Anaheim Resort during 100%of operating hours to monitor driver performance. Page 22 of 32 SECOND AMENDMENT TO THE1111 NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION Operational Standards Dispatch Franchisee shall ensure that NO CHANGE NO CHANGE dispatch is available during all hours of operation,to Enhanced dynamic ensure safe and efficient dispatching to provide for service real-time trip management Shared Use of Bus Pull-Out The Franchisee shall ATN added shared bus pull- Complementing the ART Locations demonstrate out location for its brand/identification, ART understanding of the operations at Anaheim uses bus stops approved by operational sensitivities of Regional Intermodal the City of Anaheim, and shared use bus pull-out Transportation Center has deployed Next Bus locations and a plan to (ARTIC). (real-time information) and accommodate the multiple mobile trip planning demands on these locations Record Keeping Franchisee shall maintain NO CHANGE NO CHANGE records,in their original form, in accordance with the franchise requirements and in support of service provision,customer service,safety record, training,staffing, maintenance,and quarterly, monthly,and daily ridership statistical reports. Reporting The Franchisee shall submit NO CHANGE NO CHANGE annual reports to the City of Anaheim with all required operating data and system documentation Financial The Franchisee shall Developed a recommended NO CHANGE maintain a system of approach for determining a internal fiscal control in pro-rata share financial accordance with generally contribution(Cost accepted accounting Allocation Model) practices. Internal fiscal applicable initially to those control comprises the plan entities required to of organization and all of participate as a mitigation the coordinated methods measure and and measures adopted complementary Page 23 of 32 SECOND AMENDMENT TO THE NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION within an organization to Will Serve Request Process safeguard its assets,check to provide information on the adequacy and the transportation services for reliability of its accounting proposed development data, promote operating projects within the Specific efficiency,assure Plan areas of The Anaheim adherence to prescribed Resort,within the Platinum management policies,and Triangle and other ATN properly account for service area as applicable. project income and expenses. Monitoring Standards Audits At any time during normal NO CHANGE NO CHANGE business hours and as often as the City may deem necessary and after reasonable notice,the Franchisee shall make available to the City for examination,all necessary records with regard to the service provision. Safety Standards Farebox Operations Franchisee shall establish Mobile ticketing options NO CHANGE fare control access control are available through Token system for all services Transit Mobile Application conducted under the terms (APP). ATN is developing its of the requested franchise, own Mobile App,which will for the safety of all be available by mid-2019. passengers and vehicle Mobile ticket App will be operators. integrated with other multi-modal services(single point of purchase) Insurance Franchisee must maintain NO CHANGE NO CHANGE auto insurance coverage levels of at least$25 Million per occurrence and general liability insurance of at least $10 Million. Page 24 of 32 SECOND AMENDMENT TO THE NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION Operational Safety& The Franchisee shall have NO CHANGE NO CHANGE Security in place and at all times abide by a written Safety Continue to work to Program. The Franchisee's improve safety and security Safety Program shall at a for all ART patrons through minimum comply with ongoing work with local applicable Federal s transit agencies through regulations of the • the mutual aid agreements Occupational Health and Tourism Oriented Policing Safety Administration,and and Transportation any amendments thereto, Security Administration as well as any other (TSA) alert monitoring and pertinent Federal,state, cooperation with j and/or local safety or Anaheim's Police and Fire environmental laws, departments codes,rules or regulations. Page 25 of 32 SECOND AMENDMENT TO THEill NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION 3 An Eye on the Future ART continues to evolve its role as a provider of mobility services. With an eye on the future, it is important to recognize the evolving development landscape (discussed in Section 3.1) and changing market forces without losing focus on the core markets served. ART shall continue to concentrate on serving the participating hospitality properties, parking facilities,transportation hubs,and entertainment areas within The Anaheim Resort and Platinum Triangle areas as well as CtrCity Anaheim. The target audiences for this market are the visitors, residents, commuters and employees. 98% of the ART vehicle trips shall continue to be within the City of Anaheim. In an effort to leverage other regional destinations, secondary markets include discretionary travel to and from neighboring cities and regional destinations including John Wayne Airport and the beach. The Product/Service:ART shall continue to l deliver efficient and effective service to •� � ,Y:� improve the overall m p customer experience - 3...: I - 's r+ow elevate the guest waiting experience at . �' t -4:411 • i ' ',i, ► . �' jos ' ART bus stops, subject to the approval of -. + the City of Anaheim for stops within the _ - . ar City public right-of-way,to the standards of the Disneyland® brand including expanded i . waiting areas, customized shelters, real- ,• o • • time bus arrival information, and • interactive LED screens offering venue information, and promotional messaging. Integrated Transportation and Capacity Building Plan: In June 2017, ART completed its Integrated Transportation and Capacity Building Plan. The development of this Plan included working with stakeholders to formulate a vision for preferred transportation operations in the existing and proposed service areas,to determine future transit needs and to develop financing and institutional structures that meet the needs of the business and commuting constituencies. The resulting goal was a Plan that is fundable, cost-effective and sustainable in providing transit services to residents, employees, commuters and ., II AN EYE ON THE FUTURE visitors,for the next 20 years. The Plan provides for a framework to adopt to the K-Iw ` •v changing development landscape (new hotels, cteZ k_ � etc.) er fir-. ` f III A summary of the Plan —Imagine the Possibilities ‘; 1 - is provided in Appendix 14. Page 26 of 32 SECOND AMENDMENT TO THE NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION Technology: The ATN ridership comprised of both commuters and discretionary travelers, is growing and more connected than ever to their mobile devices. ART has been and continues to advance several technology — '°"""'°""°""" New Mealy enhancements. Since November 2015, ATN had been developing a vision for the implementation of Mobility on Demand (MoD) transportation concepts to enhance the customer experience. In March 2017 ATN secured full funding from the Anaheim Tourism Improvement District (ATID) Transportation Committee for the procurement of a real-time passenger information system. ATN is advancing the first phase of a MoD system to include InfoTainment systems and the installation of real-time passenger signs,as described below. InfoTainment — video display system on board all ART buses to provide transportation and destination related information (via on-board Wi-Fi). iBeacon technology is included with the installation to track ridership and, at a later date, push content. The InfoTainment system will also generate advertising revenue for the ART system Real-time signage—installation to begin in early 2019,subject to approval by the City of Anaheim. Installations will include signs at 25 ART bus stop locations and at the Anaheim Convention Center Grand Plaza. Initial information will include real-time bus arrivals. Future functionality may include multi-modal trip planning options. Real-time information is facilitated by real-time GTFS (General Transit Feed Specification), an open data format for public transportation schedules and associated geographic information. The above noted two initiatives(first phase of Mobility on Demand elements)are envisioned as a foundation for all future mobile and on-demand real-time passenger applications for ART, including: • Third party applications that may include the ability of users to search for and purchase rides from local transit agencies (ART, OCTA, Metrolink, etc.), multiple on-demand providers(Lyft,taxi)and private transportation providers (Megabus,SuperShuttle, etc.) • On demand and service deviations/e-hailing—MicroTransit FRAN • Real-time transit information and trip planning—P3 APP • Mobile ticketing—P3 APP • Future functionality and interoperability (that may include Wallet, luggage concierge, links with on-line booking engines(2019)to allow trip planning on a pre-arrival basis,etc.) Poge 27 of 32 SECOND AMENDMENT TO THE10 NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION Mobile Ticketing:ATN has continued to leverage partnerships with technology vendors. This has included a P3 to provide a mobile App for riders that will increase the ability for visitors and locals to enjoy area attractions easily and efficiently in Anaheim and the surrounding communities. The resulting product will be a multi-modal, multi-disciplinary trip planning and booking App. On January 22, 2019, ATN introduced the first phase of the RideART mobile App deployment which includes: 1. Trip planner 2. Mobile ticketing(Initial release and test was in August 2018) • Multiple passes and fares • Multiple rider types-reduced fare,children, multiple days • TNC-Lyft Taxi& Enterprise Rent-a-Car(microcar rental services) Integration slated for March 2019 • Transportation Provider Integration with RouteMatch Platform • GeoCoding for hotel sales credits • Integration with destination &sport time ticket sales • Trip planning with ticket purchasing(purchase&directions) • Revenue agreements& public sector involvement 3. Mobile ticket and geofencing reporting Financial Sustainability:ART has developed and shall embrace the application of,a cost- allocation model for the"fair-share"distribution of net ART costs.This model provides for an assessment methodology for equitable cost allocation to ensure financial sustainability. ART will continue to generate revenue peon, aa,,.o.._v _ through ticket sales, advertising, and .m assessment fees through a highly effective network of routes together with a highly ma „..»11 cost-efficient operation of service. ATN Mw+ - y�r�• • r .e will target to secure long-term funding sources at a level that will support ART's '"• .�• A » »- ' operational and capital requirements. Further, ATN will explore developing and !�' 821: If YS£ supporting a governance structure that could consider a wider range of funding sources. ATN current funding A.,._ .'•___>_,..,_. . ._.� opportunities are limited to the locally generated fees and farebox recovery. Public funding that is available to the traditional public funding sources is not available to the ATN,outside of the 5307 formula funds.Therefore,in order to increase its services, as well as maintain existing level of services, ATN will investigate and Page 28 0132 SECOND AMENDMENT TO THE NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION strategically make decisions, under the governance umbrella, to look at other potential funding sources. 3.1 An Evolving Development Landscape The City of Anaheim has numerous large-scale development projects underway, including residential,office and commercial(i.e., hotels, restaurants and retail shops)uses. Availability and integration of transit solutions will further on-going economic development and encourage transit focused growth. CtrCity Anaheim CtrCity is roughly delineated by a 0.5-mile diameter circle centering on the intersection of S Clementine Street and Center Street Promenade. �� The area is walkable with sidewalks, intersection crosswalks and traffic controls, and pedestrian amenities. Current trip generators in ANAHEIM CtrCity include: • Central Library • City Hall complex •. • Downtown Community Center • • Farmers Park • • Muzeo Museum and Cultural Center •CITY HALL • CEA' O MUZE • Packing District • •,•CENTER CITY LIBRARY • Rinks Anaheim Ice Arena PACKING DISTRICT • Senior Center • • Town Square Shopping Center • Brewery District/Leisuretown _ As the FRAN service delivery model continues to integrate itself into the fabric of the CtrCity Anaheim community, the next generation of FRAN growth could potentially include: expanding the route and providing for new or modified service stops,connecting to and with residential communities;expanding the service area outside of CtrCity Anaheim in order to link with The Anaheim Resort and Platinum Triangle areas, or other areas approved by the City Manager;and, consideration for direct curb-to-curb "uber-style" service delivery options for Anaheim neighborhoods. Any change to FRAN routes or stops would require approval of the City Manager. Platinum Triangle: The Platinum Triangle Master Land Use Plan envisions an exciting future for the area surrounding ARTIC,the Angel Stadium of Anaheim, The City National Grove of Anaheim and Honda Center. Amidst millions of square feet of new development opportunities for office, restaurant and residential projects, is an established destination featuring high-rise lofts, two championship sports teams,an array of dining and entertainment,plus immediate access to three freeways and a major transit center. Page 29 of 32 SECOND AMENDMENT TO THEID NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION The Platinum Triangle Master Land Use Plan was established in 2004,and subsequently amended. The Plan allows for up to 17,501 residential units, 4.78 million commercial square feet, 13.4 million office square feet and 1,500,000 institutional square feet.This includes development and entitled projects totaling 7,467 residential units, 1.35 million commercial square feet and 2 million office square feet. The Anaheim Regional Transportation Intermodal Center (ARTIC) serves as a hub for Orange County and the region, a landmark where freeways, major arterials, bus routes and Orange County's backbone rail transit system converge. The network of transit choices will continue to grow in the coming years as the number of Metrolink and Amtrak trains serving Anaheim and local and express bus routes increase. ARTIC services include: Metrolink, Amtrak, OCTA buses, Anaheim Resort Transportation (ART) buses, Megabus.com, Greyhound, Tres Estrellas de Oro, FlixBus, shuttles, taxis, and tour and charter buses. ARTIC's mixed-use district location also supports dense development,with up to 4 million square feet of office/commercial/institutional development and 520 dwelling units. Anaheim Canyon: Major planned developments in the Anaheim Canyon area include: • Link OC(frm. Pacificenter) is located near the Anaheim Metrolink Canyon Station and will be a mixed-use project including 406 apartment units and 5,000 square feet of retail. The Anaheim Resort:The Anaheim Resort includes Disneyland®,the Anaheim Convention Center, Anaheim GardenWalk, and a significant number of lodging establishments. Much of Anaheim's projected development density will occur in The Anaheim Resort. Several major developments planned or under construction in The Anaheim Resort include several hotels(with close to 1,800 additional rooms and associated restaurants and retail uses by 2020)and the D Star Wars Galaxy Edge expansion at the Disneyland Resort by mid-2019. 3.2 A Way Forward The aforementioned Service Standards (Section 2.4) speaks to the ability of ATN to build on successes and leverage opportunities in going forward. ATN is keenly aware of the need to be the mobility leader in The Anaheim Resort. ATN is equally aware of the need to remain relevant to existing passengers and become relevant to a new generation of passengers by advancing next- generation mobility technologies including core elements of a Mobility as a Service (MaaS) platform,as described on page 1. ATN is proposing that the City of 11 Clir�. Anaheim grant an amendment to the non-exclusive franchise to ATN for the provision of ..#71 transit/mobility services to allow for changes to the delivery model ® I of transportation services as new Page 30 of 32 SECOND AMENDMENT TO THE NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION MaaS and MoD centric solutions become available to the consumers. As technology continues to lead and offer new,and yet not identified,changes to the transportation landscape,ATN should have flexibility to adjust and offer transportation alternatives quickly. Our success and acceptance by the community is solely attributable to our ability to be flexible,to be able to adjust to market demands and to always focus on the needs of the consumer. Therefore, an amendment to the non-exclusive franchise to reflect future transportation needs of the market and flexibility to the service delivery methodology would best meet the needs of not only the City but also those of the key stakeholder constituencies. Such needs include, but are not restricted to: • Continue to be sensitive to, and in compliance with, safety and security needs of the City, including where the majority of the ART trips occur in The Anaheim Resort in general and the Disneyland Resort,specifically; • Consolidation of transportation/mobility options with mobile applications to allow for complete trip planning in concert with single payment solution; • Ability to provide an enhanced guest experience,exceed the expectations of a changing market including next-generation mobility technologies and mobility solutions; • Ability to use bus stops approved by the City of Anaheim in The Anaheim Resort, Platinum Triangle and CtrCity Anaheim core and other locations as approved by the City Manager or designee; • Ability to address traffic mitigation measures and the reduction of vehicle miles traveled(VMTs) and reduction in the City's carbon footprint; and • Ability to address air quality mitigation measures including the transitioning to zero emission/electrification of fleet operations (in advance of California Air Resources Board (CARB) requirements) Page 31 0132 SECOND AMENDMENT TO THE NON-EXCLUSIVE FRANCHISE APPLICATION FOR ANAHEIM TRANSPORTATION NETWORK /ANAHEIM RESORT TRANSPORTATION Appendices: Appendix 1:Articles of Incorporation Appendix 2:ATN Bylaws Appendix 3:ATN Executive Director—Resume Appendix 4:ATN 2019 Board of Directors Appendix 5:ATN Financial Statements—June 30,2018 Appendix 6a:City of Anaheim Ordinance No.5911—Granting of Non-Exclusive Franchise Appendix 6b:City of Anaheim Ordinance No.6219—Granting of Amendment No. 1 to Non-Exclusive Franchise Appendix 7:ART 2018 Fare Matrix Appendix 8:ART 2018 Bus Wrap Program Appendix 9:ART 2018 Scope of Services Appendix 10:ART 2018 Appearance Standards Appendix 11:ART 2018 On-Time Tracking Report Appendix 12:ART 2018 Complaint Record Keeping/Tracking Appendix 13:Accomplishments Appendix 14:Imagine the Possibilities—Fact Book Page 32 of 32 ANAHEIM TRANSPORTATION NETWORK/ANAHEIM RESORT TRANSPORTATION FRANCHISE APPLICATION Appendix 1 : Articles of Incorporation RESOLUTION NO. 06-001 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM TRANSPORTATION NETWORK APPROVING AMENDMENTS TO ARTICLES OF INCORPORATION AND AUTHORIZING FILING OF CERTIFICATE OF AMENDMENT WHEREAS, the California Corporations Code requires each corporation upon its establishment to adopt Articles of Incorporation setting forth the governance of the corporation, and pursuant to California law the Anaheim Transportation Network ("ATN") did adopt and file with the California Secretary of State its original Articles of Incorporation in compliance with California law; and WHEREAS, California law permits the amendment of corporate Articles of Incorporation in the manner set forth in the corporation's Articles of Incorporation;and WHEREAS, the original Articles of Incorporation for ATN provide that the Articles of Incorporation may be amended by the vote or written assent of at least sixty- six and two-thirds percent (66-2/3%) of the total membership of the corporation and a majority of the Board of Directors; and WHEREAS,on November 15, 2006, a majority of the Board of Directors of ATN approved amendments to the Articles of Incorporation of ATN; and WHEREAS, on November 15, 2006, sixty-six and two-thirds percent of the total membership of ATN approved by vote or written assent amendments to the Articles of Incorporation of ATN; and WHEREAS, now the Board of Directors by this Resolution are reporting the results of the results of the election by ATN members in favor of aforementioned amendments to the Articles of Incorporation and authorizing the ATN Chairman and Secretary to cause to be filed with the California Secretary of State a Certificate of Amendment of Articles of Incorporation. NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE ANAHEIM TRANSPORTATION NETWORK DOES HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Certain proposed amendments to the Anaheim Transportation Network ("ATN") Articles of Incorporation, to read in its entirety as set forth in Attachment "A" of this Resolution, were put to all 152 members of the ATN, and said amendments were approved by vote or written assent by 104 and disapproved by none, with 48 members casting no vote for or against the proposed amendments. Since 69% percent of all ATN members approved the amendments by vote or written assent, which exceeds the required 1006/001/24528 v3 RESOLUTION NUMBER 06-001 Page 2 sixty-six and two-thirds percent to amend the ATN Articles of Incorporation, the proposed amendments are deemed approved by the ATN membership. Section 2. On November 15, 2006, the Board of Directors of ATN approved the proposed amendments to the Articles of Incorporation. Section 3. The Board of Directors of ATN hereby finds and declares that all prerequisites for amendments to the ATN Articles of Incorporation have been met and, in accordance with State law and ATN governing documents, does authorize and order that the Chairman and Secretary of ATN shall cause to be filed with the California Secretary of State a Certificate of Amendment of Articles of Incorporation indicating such amendments. The Executive Director of ATN shall take all steps necessary to assist with updating ATN governing documents and other acts necessary to comply with the order set forth in this Resolution. ADOPTED, SIGNED and APPROVED this 15 day of November,2006. Paul Sanford Chairman Attest: Diana Kotler Executive Director STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. I, Diana Kotler, Executive Director of the Anaheim Transportation Network, DO HEREBY CERTIFY that the foregoing Resolution Number 06-001 was duly adopted by the Board of Directors of the Anaheim Transportation Network, a non-profit corporation, at a regular meeting of said Board on the 15 day of November, 2006, and that it was so adopted by the following vote: AYES: 8 NOES: 0 ABSENT: 3 1006/001/24528 v3 RESOLUTION NUMBER 06-001 Page 3 ATTACHMENT"A" RESTATED ARTICLES OF INCORPORATION OF ANAHEIM TRANSPORTATION NETWORK(2006) 1. The name of this corporation is Anaheim Transportation Network. 2. (A) This Corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the nonprofit Public Benefit Corporation Law for public purposes. (B) The specific purpose of this corporation is to organize the collective actions of the public and private sectors to address the unique transportation and air quality issues of local employers, major even centers, and visitor-and convention- related businesses located throughout certain portions of the City of Anaheim, California known as the Anaheim Resort Area ("ARA") and Stadium Business Center ("SBC"); to facilitate a forum for the corporation's members and other interested persons to work together to develop workable transportation solutions; and to provide leadership to maximize access, enhance mobility, and assist with regulatory compliance, including environmental mitigation measures, all for the benefit of the corporation's members and the public who are visitors to, or are employed within,the ARA,and the SBC. (C) Notwithstanding any of the above statements of purposes and power, this corporation shall not,except to an insubstantial degree, engage in any activities or exercise any powers that are not in furtherance of this specific purpose of this corporation. 3. The name and address in the State of California of this corporation's initial agent for service of process is: Ms. Kelly Vasquez, 100 S. Anaheim Boulevard, Suite 300,Anaheim,California 92805. 4. The property of this corporation is irrevocably dedicated to social welfare purposes, and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment or provision for payment, of al debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for social welfare purposes and which has established its tax exempt status under Section 501(c)(4) of the United State Internal Revenue Code. 1006/001/24528 v3 RESOLUTION NUMBER 06-001 Page 4 5. The membership of this corporation shall consist of the municipal government of the City of Anaheim and other public agencies, and employers and event centers within the ARA and the SBC area of the City of Anaheim. Voting members, each of whom shall have one vote, shall be owners of hotels, motels and even centers, and other employers, whose places of business are located in the ARA or SBC area. Non-voting, ex-officio members may include public agencies such as the California Department of Transportation ("Caltrans"). The City of Anaheim shall be a voting member. The corporation may also have Associates, who will participate in the corporation's programs and activities on a non-voting basis. 6. These Articles may be amended or repealed only by the vote or written assent of at least sixty-six and two-thirds percent (66-2/3%) of the total membership of the corporation and a majority of the Board of Directors. [END] 1006/001/24528 v3 ANAHEIM TRANSPORTATION NETWORK/ANAHEIM RESORT TRANSPORTATION FRANCHISE APPLICATION Appendix 2: ATN Bylaws ANAHEIM RESORT TRANSPORTATION ART- 1280 South Anaheim Blvd.,Anaheim,CA 92805 714-563-5287❖714-563-5289—fax www.RideArt.org RESTATED BYLAWS OF ANAHEIM TRANSPORTATION NETWORK Amended November 17, 2010 1 ARTICLE I DEFINITIONS ACBC: The Anaheim Canyon Business Center of the City of Anaheim, as described in the attached plan designated "Exhibit D". ARA: The Anaheim Resort Area of the City of Anaheim, as described in the attached plan designated "Exhibit A." Articles: The Articles of Incorporation of the Anaheim Transportation Network on file in the Office of the Secretary of State. ATN: The California non-profit corporation known as the Anaheim Transportation Network. Board: The Board of Directors of ATN. Employee: Any individual meeting described in California Labor Code section 3551, as may be amended from time to time. Employer: Any business entity located in downtown Anaheim (as described in the attached plan designated as "Exhibit C") or in the ARA, ACBC or PT area and which has on its payroll one or more Employees. PT: The Platinum Triangle area of the City of Anaheim, as described in the attached plan designated "Exhibit B." (Amended— 11/19/08) ARTICLE II OFFICE 2.1 Principal Office: The Principal Office for the transaction of the business of the ATN shall be located at 1280 South Anaheim Boulevard, Anaheim, California, or any location subsequently approved by the Board. The Board is hereby granted full power and authority to change said Principal Office from one location to another within the City of Anaheim. ARTICLE III MEMBERS 3.1 Membership. 3.1.1 Members; Categories. There shall be three categories of membership: 1)Voting Members,2) Ex-Officio Members, and 3)Associate Members. 3.1.2 Voting Members. Every hotel or motel, events center, and employer having a fixed place of business in the ATN service area shall be eligible for membership as a Voting Member. All Voting Members who are mandated to participate in ATN by any act of any governmental agency, including the City of Anaheim, may be referred to as a Mandatory Voting Member. Each Voting Member shall be entitled to one (1) vote. A Voting Member may authorize a representative to participate in all ATN general elections on its behalf. 1006/001/24528 v3 Page 2 The Executive Director may promulgate rules for determining what documentation shall be required to substantiate a person's right to participate as a representative. 3.1.3 Ex-Officio Members. Any government agency interested in the activities of the ATN and having some regulatory, funding, or other public-sector function directly related to services provided by ATN, as determined by the Executive Director, shall be eligible for membership as an Ex-Official Member. Ex-officio Members shall not be required to pay any dues or investments and, except for the City of Anaheim, shall not have voting privileges. (Amended November 17, 2010) 3.1.4 Associate Members. Persons, firms, businesses, organizations, and other entities not eligible as Voting Members or Ex-Officio Members, shall be eligible to be Associate Members of the ATN. Associate Members may participate in ATN programs and activities, but shall not be entitled to vote. The Board may make membership as an Associate Member conditional upon the payment of a membership fee to be determined by the Board or the Executive Director with the Board's approval. (Amended November 17,2010) 3.2 Termination of Membership. 3.21 Termination of Ex-Officio and Associate Members. Any Ex-Officio Member or Associate Member may voluntarily withdraw from membership or Associate status by mailing or delivering written notice to the Chairman of the Board of the ATN. The effective date of termination shall be the tenth day following receipt of notice, unless a later date is stated in the notice. (Amended November 17, 2010) 3.2.2 Termination of Voting Members. Membership in the ATN shall automatically terminate when such voting Member both ceases to maintain a place of business within the ARA, ACBC or the PT area of the City of Anaheim and ceases to receive services from ATN. Nothing in this section shall relieve any Member from its obligation to pay dues owed while a Member. A former Member whose membership is automatically terminated pursuant to this subsection shall be eligible to be an Associate. (Amended — 11/19/08) (Amended November 17,2010) 3.2.3 Suspension of Voting Members. Membership as a Voting Member in the ATN shall be automatically suspended when such Voting Member is in default in the payment of dues or assessments for a period of three months. All voting rights and other applicable membership privileges shall be suspended until all past due balances and accounts are brought into good financial stating with the ATN. (Amended November 17,2010) 3.2.4 Termination of membership, whether voluntary or otherwise, shall not affect any Member's or Associate's obligations to the ATN which accrued before the effective date of termination,and nothing in this Section 3.2 shall limit the ability or rights of the ATN to initiate proceedings to collect unpaid sums. 3.2.5 Membership in the ATN shall not be transferable, and any purported transfer of membership shall be void. Page 3 3.3 Reserved. 3.4 Dues; Generally. Voting and Associate Members shall be severally liable for the payment of such dues, along with fees, charges, assessments, or penalties, as may from time to time be fixed and levied by the Board pursuant to the provisions of these Bylaws. Responsibility for payment of same shall be legal obligations and, in case of delinquency, shall be enforceable by legal action authorized by the Board. 3.4.1 Annual Dues. Annual Membership dues rates may be adjusted annually by a two-thirds vote of the ATN Board of Directors. The Membership rate structure must include the following categories: 3.4.1.1 Hotels and Motels. Annual dues rates for Hotels and Motels shall be calculated on a per-room basis. 3.4.1.2 Employers not operating as Hotels or Motels. Annual dues rates for Employers shall be calculated on a per-employee basis. 3.4.1.3 Event Centers. Annual dues rates for Event Centers shall be calculated on a per-million visitors per venue basis. Event Centers shall pay both as event centers and as employers (see Section 3.4.1.2). 3.4.1.4 Associates. Annual dues rates for Associate members shall be as approved by the Board of Directors. 3.4.1.5 Multiple Properties in Same Category. Owners with identical ownership structure and with more than one business in a certain category may become members as a single corporate entity with a single vote. Annual membership investments would be calculated using aggregate rooms, employees, or attendance figures. Owners wishing to maintain separate memberships, each with a separate vote, may do so by making the appropriate membership investment for each business. 3.4.1.6 Multiple Properties in Different Categories. Owners with identical ownership structure and with more than one business in separate categories (i.e. one hotel and one employer), may become members as a single corporate entity with a single vote. Annual membership investments would be calculated using the percentage of total rooms, employees, or attendance figures; each percentage calculated using the unit for that category. The maximum annual investment rate shall be the higher category rate. Owners wishing to maintain separate memberships,each with a separate vote, may do so by making the appropriate membership investment for each business. Page 4 3.5 Rules and Enforcement. The following provisions shall govern the promulgation of the ATN Rules,which may include the establishment of a system of fines and penalties: 3.5.1 The Board in its discretion shall adopt such rules and regulations for the establishment of finds and penalties as are consistent with applicable law,these Bylaws,and the Articles of Incorporation on file for the ATN. Such fines and penalties shall be binding upon all Members, and shall apply to Members who fail to make payments as required by these Bylaws,or who otherwise violate these Bylaws or ATN rules and regulations. 3.5.2 No file or penalty shall be imposed unless and until the Member who is the subject of the fine or penalty has been provided notice of same, and afforded a reasonable opportunity to respond or refute the appropriateness of the fine or penalty. 3.5.3 Nothing in these Bylaws shall preclude the City from enforcing its laws, rules, or regulations affecting any Member. The ATN shall assist the City in its obligations to fully enforce mitigation measures described in Mitigation Monitoring Program No. 0085 (Clean Air Shuttle Program in ARA and the PT) or any other similar mitigation programs and shall comply with all local, state, and federal statutes, regulations, and ordinances affecting ATN Members. (Amended November 17, 2010) ARTICLE IV BOARD OF DIRECTORS 4.1 Powers of Board. The business of the ATN shall be administered by its Board of Directors. In addition to the powers and duties of the Board as set forth in the Articles or elsewhere in these Bylaws, and subject to the limitations of the Articles, the Bylaws, and of the California Corporations Code as to actions to be authorized or approved by the Members, the Board shall have power and authority to exercise all corporate powers and to control the business and affairs of the ATN. Without prejudice to such general powers but subject to the same limitations,the Board is vested with and shall have the following power;to wit: 4.1.1 To select, appoint and remove all officers, agents and employees of the ATN, to prescribe such powers and duties for them as may be consistent with law, with the Articles,and these Bylaws,and to fix the compensation of the Executive Director; 4.1.2 To conduct, manage and control the affairs and business of the ATN and to make and enforce such rules and regulations therefor, consistent with law, the Articles and these Bylaws, as the Board may deem necessary or advisable. 4.1.3 To fix, determine and name from time to time, if necessary or advisable, the nonprofit corporation, city or public agency which is then or there organized or operated for purposes similar to the purposes of the ATN, to which the assets of the ATN may be distributed upon liquidation or dissolution according to the Articles. The assets so distributed shall be those remaining after satisfaction of all just debts and obligations of the ATN and after distribution of all property held or acquired by the ATN under the terms of a specific trust or trusts; Page 5 4.1.4 To adopt and use a corporate seal; 4.1.5 By resolution, to create one or more committees consisting of two or more Directors,to serve at the pleasure of the Board or the Chairman; 4.1.6 To suspend, by affirmative vote of 2/3 of the total number of Directors,the operation of all or any of these Bylaws, in extraordinary circumstances (such as a vacancy in the office of Executive Director for an extended period) making execution or implementation of the Bylaw or Bylaws infeasible; provided, however, the Board shall not have the power to remove any Director nor to appoint additional Directors nor to delay or omit an Annual Meeting of the Members nor to grant to themselves any power not expressly or impliedly granted to them by these Bylaws. 4.2 Number and Qualification of Directors. The Board shall consist of an odd number, not smaller than five (5) nor greater than thirteen (13),of Directors,who shall serve for two-year,staggered terms. (Amended November 17,2010) 4.2.1 Any person who is the appointed representative of a voting Member in good standing shall be eligible for nomination to the position of Director. 422 The Directors shall be elected by plurality vote of the Members present at the annual meeting, for alternating terms of two years each. In odd-number years seven (7) Directors shall be elected. In even-number years, six (6) Directors shall be elected. Election of Directors shall be by secret, written ballot. All Directors shall hold office until the first regular or special meeting after their respective successors are elected. (Amended November 17,2010) 4.2.3 No more than 2 persons or twenty percent (20%) of the Board of Directors, whichever is less, shall consist of representatives of Voting Members who have the same ownership structure or whose ownership is owned or controlled by the same entity. In the event more than the maximum number of representatives of Voting Members as discussed in this Section is elected, the representative(s) with the most votes shall become Director(s). (Amended November 17,2010) 4.3 Nominating Committee. A nominating Committee of three may be appointed by the Chair of the Board with the approval of a majority of the Board for the nomination of candidates for election to the Board, such nominating committee to consist of one member of the Board and two persons appointed from among the voting membership at large. If a nominating Committee is not appointed, then the Chair of the Board shall conduct an open call for nominations at the annual meeting. No person shall be nominated who does not consent to such nomination. The Executive Director shall conduct an open call for nominations in October of each year. The ATN Board members and ATN members at large may recruit candidates for election to the Board. Self nominations are acceptable. No person shall be nominated who does not consent to such nomination. 4.4 Removal of Directors by Recall. At any special meeting of the Members of which notice has been properly given as provided in these Bylaws, the entire Board or any individual Director may be removed from office as hereinafter set forth, provided that the notice of the meeting shall specify the action proposed and that such notice has also been given to the entire Page 6 Board and to any individual Director whose removal is to be considered at the special meeting. The entire Board or any individual Director may be removed from office, for cause, by a majority of the required quorum; provided, however, that if the ATN has fewer than fifty (50) Members, then such removal must be approved by an affirmative vote of a majority of all Members entitled to vote. In the event that any or all Directors are so removed, new Directors may be elected at the same meeting. 4.5 Vacancies. Vacancies on the Board shall be filled by majority vote of the Members present and voting at a special meeting called for the purpose of filling the vacancy; provided, however, that if a vacancy occurs less than one month, but more than ten days, before a scheduled regular meeting of the Members, the election to fill that vacancy shall be held at that regular meeting. A person appointed Director to fill a vacancy as provided in this Section shall hold office for the unexpired term of his or her predecessor or until his or her removal or resignation as provided in these Bylaws. 4.5.1 A vacancy or vacancies shall be deemed to exist on the Board in case of the death, resignation or removal of any Director, or upon the voluntary or automatic termination of the membership of the Member whom a Director represents. A Member whose appointed representative has resigned, been removed, or died may not appoint another representative to fill the vacant position, although the Member is eligible to submit a representative in nomination for that vacant position. If the Members shall increase the authorized number of Directors but shall fail to elect the additional Directors as provided for at the meeting at which such increase is authorized, or at an adjournment thereof, or in case the Members fail at any time to elect the full number of the authorized Directors, a vacancy or vacancies shall be deemed to exist. 4.5.2 At any annual or special meeting at which an increase in the number of Directors is authorized,the Members may elect the additional Directors at the meeting. 4.6 Meetings of the Board. All meetings of the Board shall be held at the Principal Office of the ATN or at any other location within the City of Anaheim designated by resolution or unanimous, written consent of the Board. Regular and special Board meetings shall be open to all Members, Ex-Officio Members and Associates; however, no Member, Ex-Officio Member or Associate who is not an officer or Director shall participate in any deliberation or discussion unless expressly authorized by a majority vote of the Directors present and voting. The Board may, upon the vote of a majority of the Directors present and voting, adjourn a Board meeting and reconvene in executive session exclusive of all Members who are not Directors, and exclusive of all Associate Members and Ex-Officio Members, and vote upon personnel matters, litigation in which the ATN is involved or is likely to become involved or may decide to become involved, and other, similar matters requiring confidentiality. The general nature of any and all business to be considered in executive session shall be announced in open session. Notwithstanding the above, all meetings shall be conducted in accordance with the Ralph M. Brown Act (California Government Code § 54950, et seq., hereafter"the Brown Act"), including all meetings held in executive session. 4.6.1 Regular Meetings. The Board shall meet twice yearly in May and in November in conjunction with the Membership meetings. At its first regular or special meeting following the election of Board members at the Annual Meeting, the Board shall elect officers Page 7 for the upcoming year. Each Ex-officio Member shall have the right to have a representative present at each regular and special meeting of the Board and to participate in such meetings in the same manner as the Directors,except that such representatives shall not be entitled to vote. 4.6.2 Notice of Regular Meetings. The Secretary shall cause notice of the time and place of any regular meeting to be given in accordance with the Brown Act. 4.6.3 Special Meetings - Notices. Special meetings of the Board for any purpose may be called at any time by the Chair of the Board or by any two (2) Directors other than the Chair. Written notice of the time and place of a special meeting and the nature of any special business to be considered thereat shall be posted in a prominent place at the Principal Office and shall be either delivered personally to Directors or sent to each Director in accordance with the Brown Act. 4.6.4 Director's Representative. If a Director cannot attend any regular or special meeting of the Board or general membership, they may appoint one regular representative to serve as their proxy. The Director must make this appointment in writing. The Director's representative shall exercise all voting authority granted to the Director. 4.7 Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If none of the Directors is present, the Executive Director may adjourn any meeting to another time and place. If a Board meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time, or another time and place, shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of adjournment. 4.8 Waiver of Notice. The transaction of any business at any meeting of the Board, however called and noticed to the Directors, shall be as valid as though transacted at a meeting duly held after regular call and notice, if a quorum be present, and each Director who attends does so without protesting either prior thereto or at its commencement, the lack of notice to such Director, and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the records of ATN or made a part of the minutes of the meeting. 4.9 Quorum. A majority of the number of Directors authorized by these Bylaws and appointed by the Members (even though one or more of the appointed Director positions may be vacant) shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinbefore provided. Every act or decision made or done by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board. 4.10 Compensation and Expenses. The Executive Director shall receive such compensation as may be mutually agreed between the Executive Director and the Board. No Director, and no officer other than the Executive Director, shall receive any compensation for services performed in the conduct of the ATN's business; provided, however, that the Board may cause a Member to be reimbursed for expenses incurred in carrying on the business of the ATN. Page 8 4.11 Indemnification of Directors, Officers and Employees. To the maximum extent permitted by and in accordance with the requirements and procedures of Section 7237 of the California Corporations Code or any successor state, as interpreted by the courts from time to time, the ATN shall reimburse, indemnify and hold harmless each present and future Director, officer, employee or other "agent" of the ATN (as such term is defined in said section 7237 or any successor state) and each person who, at the request of the ATN, acts as Director officer employee or agent of another foreign or domestic corporation, partnership, joint venture or other enterprise (hereinafter in this Section referred to as the "ATN representative"), from and against all loss, cost, liability and expense which may be imposed upon or reasonably incurred by such ATN representative, including reasonable settlement payments, in connection with any claim, action, suit or proceeding, or threat thereof, made or instituted, in which such ATN representative may be involved or be made a party to by reason of being or having been an ATN representative or by reason of any action alleged to have been taken or omitted by such ATN representative in such capacity. The right of indemnification provided in this Section shall inure to each ATN representative regardless of whether the claim asserted is based on matters which arose in whole or in part prior to the adoption of this Section, and in the event of the death of the ATN representative, shall extend to the legal representatives of such person. The right of indemnification provided in this Section shall not be exclusive of any other rights to which any person, or any other individual, may be entitled as a matter of law, under any agreement or otherwise. 4.12 Records. The Board shall cause to be kept a complete record of all its acts and corporate affairs and shall present a statement thereof to the Members at regular meetings of Members or at any special meeting where such statement is requested in writing by twenty-five percent (25%) of the Members entitled to vote at such meeting, at least two days prior to the meeting. ARTICLE V OFFICERS 5.1 Officers. The officers of the ATN shall consist of a Chair, Vice-Chair, Secretary, and Treasurer, all of whom shall be elected by the Board at its first regular meeting following the annual meeting of Members and shall serve for one year, and an Executive Director who shall serve at the pleasure of the Board. 5.2 The Chair of the Board shall preside at all meetings of the Board and of the Members. In the absence of the Chair, the Vice-Chair shall preside. In the absence of both the Chair and the Vice-Chair,the Executive Director shall preside. 5.3 The Vice-Chair shall perform all the duties of the Chair in the absence or disability of the Chair and,when so acting,shall have all the powers of,and be subject to, all the restrictions upon the office of Chair. The Vice-Chair shall have such other powers and perform such other duties as from time to time may be prescribed by the Board or the Bylaws. 5.4 The Secretary shall keep, or cause to be kept, a book of Minutes at the Principal Office or such other place as the Board may order, of all meetings of Directors and Members, with the time and place of the holding of same, whether regular or special and, if special, how authorized, the notice thereof given, the names of those present or represented at Members' meetings,and the proceedings thereof. Page 9 5.4.1 The Secretary shall keep,or cause to be kept, at the Principal Office, a membership register showing the following: (1) the names and addresses of all members of the Board; (2) the name and address of each Voting and Non-voting Member and each Associate; (3) the property to which each membership relates; (4) the number of Sites or Premises owned by each Member; (5) the number of votes represented by each Member; (6) the number and date of membership certificates issued, if any; and (7) the termination of the membership of any Member or of the Associate status of any Associate, together with the date on which said membership or Associate status ceased and the number and date of cancellation of membership certificates, if any. 5.4.2 A Member may do either or both of the following, if for a purpose related to such Member's interest in the ATN: (Amended November 17, 2010) 5.4.2.1 Inspect and copy the record of all the Members' names, addresses and voting rights, during regular business hours, upon five (5) business days' prior written demand to the ATN; such demand shall state the purpose for which the inspection rights are requested;or 5.4.2.2 Obtain from the Secretary, upon written demand and tender of a reasonable charge, a list of the names, addresses and voting rights of those Members entitled to vote for the election of Directors, as of the most recent record date for which it has been compiled or as of a date specified by the Member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled. 543 Without consent of the Board, no membership list or part thereof may be used by any person for any purpose not reasonably related to a Member's interest in the ATN. Without limiting the generality of the foregoing, without the consent of the Board, no membership list or part thereof may be used in any of the following ways: (Amended November 17 2010) 5.4.3.1 To solicit money or property unless such money or property will be used solely to solicit the vote of the Members in an election to be held by the ATN or to support an activity of the ATN; 5.4.3.2 For any purpose which the user does not reasonably and in good faith believe will benefit the ATN; 5.4.3.3 For any commercial purpose or purpose in competition with the ATN; 5.4.3.4 Sold to or purchased by any person. 5.4.4 The Secretary shall give, or cause to be given, notice of all meetings of the Members and of the Board required by the Bylaws or by law to be given, and shall keep the seal of the ATN in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board or by these Bylaws. Page 10 5.5 The Treasurer shall cause to be kept and maintained adequate and correct account of all the properties and business transactions of the ATN. The Treasurer shall verify that books of account shall be open to inspection by any Director or by any Member at all reasonable times. 5.6 The Treasurer shall authorize expenditures as required by the Board from such depository institutions as may be designated by the Board. The Treasurer shall render requests of the Chair and Directors to carry out stated aims and objectives of the organization to ensure that financial checks and balances exist to account for the monetary condition of the ATN. The Treasurer shall direct accurate and complete presentation of financial documentation, at a reasonable level of detail, to provide a clear audit trail for all transactions. Treasurer shall have such other powers and perform such other duties as may be prescribed by the Board and/or these Bylaws. (Amended— 11/19/08) 5.7 Automatic Vacancy. If any officer is absent without excuse from three consecutive, noticed regular or special meetings of the Executive Committee or the Board, or any combination thereof, the office held by such person shall be deemed vacant and shall be filled in the manner provided in these Bylaws. ARTICLE VI MEETINGS OF MEMBERS 6.1 Regular and Special Meetings of Members. 6.1.1 Location of Meetings. All meetings of Members shall be held at the Principal Office of ATN, or at such other location within the City of Anaheim, as the Board in its discretion may select. 6.1.2 Regular Meetings. The Members shall meet twice yearly, in May and November, at a time and place to be fixed from time to time by the Board. The November meeting each year shall be the Annual Meeting, at which election of Directors shall take place, together with other business. A majority of the voting Members shall constitute a quorum for the transaction of business at any meeting of the Members. 6.1.3 Presiding Officer. The presiding officer at meetings of the Members shall be the Chair or, in the absence of the Chair, the Vice-Chair or, in the absence of both the Chair and the Vice-Chair,the Executive Director. 6.1.4 Notice of Regular Meetings. The Secretary shall cause notice of regular meetings of Members to be posted at the Principal Office of the ATN and to be given by United States Mail to all Voting and Non-voting Members at least ten (10)calendar days prior to the date fixed by the Board for the meeting. Failure of any Member, Ex-officio Member or Associate to receive actual notice of any regular meeting shall not affect the validity or binding effect of any action taken at the meeting. In addition, all notice requirements of the Brown Act shall be met. 6.1.5 Special Meetings. The Members of the ATN may hold special meetings for any purpose at the call of the Chair of the Board. Additionally,the Chair shall call a special meeting upon a vote by a majority of a quorum of the Members of the Board, or upon receipt by the Secretary of a written request for a special meeting signed by at least ten percent Page 11 (10%) of the voting Members, or upon the request of the Executive Director, or the request of any other person or persons entitled to call such a meeting under Section 7510(e) of the California Corporations Code. Upon receipt of such request, the Secretary shall cause notice to be given to the Members entitled to vote within ten (10) days after such request that a meeting will be held at the time fixed by the Chair,which time shall be not less than twenty(20) days nor more than sixty (60) days after the receipt of the request. The Secretary of the Board shall also cause notice of special meetings to be posted at the Principal Office of ATN. The notice shall specify the place, date and time of the meeting and the general nature of the business to be transacted, and that no other business may be transacted. In addition, all notice requirements of the Brown Act must be met. Failure of any Member to receive actual notice of any special meeting shall not affect the validity or binding effect of any action taken at the meeting. 6.2 Certificate of Secretary. A declaration of the mailing or other means of giving notice to Members of any Members' meeting shall be executed by the Secretary and a copy thereof shall be filed in the minute book of the ATN. 6.3 Adjournment for Lack of a Quorum. In the absence of a quorum, any meeting of the Members may be adjourned from time to time by the presiding officer, but no other business shall be transacted. ARTICLE VII COMMITTEES 7.1 Ad Hoc Committees. The Chair of the Board shall be authorized to establish any number of ad hoc committees to investigate or discuss any issues related to the ATN and report back to the Board. No standing committees shall be established,except by action of the Board. ARTICLE VIII MISCELLANEOUS 8.1 Record Date. The Board may fix a time, which shall be in the future, not exceeding sixty(60) days nor less than ten (10) days preceding the date of any regular or special meeting of the Members or the mailing of written ballots, as a record date for the determination of the Members, Ex-Officio Members and Associates entitled to notice of any such meeting, or to be sent such written ballots, and in such case only those Members, Ex- Officio Members and Associates of record on the date so fixed shall be entitled to notice of such meeting notwithstanding any change in any membership on the books of the ATN after any record date so fixed. 8.2 Inspection of Corporate Records. 8.2.1 The membership register, voting rights, books of account and minutes of meetings of the Members, of the Board, and any committees of the Board or of the Members shall be made available for inspection any copying by any Member, Ex-Officio Member or Associate, at the Principal Office or such other place within the City of Anaheim as the Board shall prescribe, all as provided in Sections 8330, 8331 and 8332 of the Corporations Code of the State of California. 8.2.2 The Board shall establish reasonable rules with respect to notice to be given to the custodian of the records by the Member, Ex-Officio Member or Associate desiring to make the inspection; hours and days of the week when such inspection may be Page 12 made; and payment of the cost of providing copies of documents requested by a Member, Ex- Officio Member or Associate. 8.2.3 Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of the ATN and the physical property owned or controlled by the ATN, all as provided in the Corporations Code of the State of California. Without limiting the generality of the foregoing, the right of inspection by a Director includes the right to make extracts and copies of documents. 8.3 Checks and Drafts. All checks, drafts, or other orders for payment of money, or notes or other evidences of indebtedness, issued in the name of or payable to the ATN, shall be signed or endorsed by the Treasurer and such officer or officers and in such manner as, from time to time,shall be determined by resolution of the Board. 8.4 Contracts; How Executed. The Board, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents,to enter into any written contract or execute any instrument in the general, or confined to specific, instances; and unless so authorized by the Board, no officer, agent or employee shall have any power or authority to bind the ATN by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. 8.5 Annual Report and Other Financial Information. A report consisting of the following financial information shall be distributed within one hundred twenty (120) days after the close of the fiscal year to all Members, Ex-Officio Members and Associates, regardless of the number of Members, Ex-Officio Members,and Associates or the amount of assets of the ATN: 8.5.1 A balance sheet as of the end of the fiscal year; 8.5.2 An operating(income)statement for the fiscal year; 8.5.3 A statement of changes in financial position of the Association for the fiscal year; 8.5.4 For any fiscal year in which the gross income to the ATN exceeds seventy-five thousand dollars ($75,000.00), a copy of the review of the annual report prepared in accordance with generally accepted accounting principles by a licensee of the California State Board of Accountancy. 8.5.4.1 This report shall also contain a statement of the place where the names and addresses of the current Members and Associates may be found and any information regarding inside transactions required to be reported by Section 8322 of the Corporations Code or any successor statute hereof. 8.5.4.2 If the report referred to above is not prepared by an independent accountant, it shall be accompanied by the certificate of the Treasurer that the statement was prepared from the books and records of the ATN without independent audit or review. Page 13 8.5.4.3 In addition to financial statements, the Board shall annually distribute within sixty (60) days prior to the beginning of the fiscal year a statement of the ATN's policies and practices in enforcing its remedies against Members for defaults in the payment of investments and assessments, including the recording and foreclosing of liens against the Member's Site. 8.6 Inspection of Bylaws. The ATN shall keep in its Principal Office the original or a copy of the Bylaws as amended, certified by the Secretary, which shall be open to inspection by all Members, Ex-Officio Members and Associates at all reasonable times. 8.7 Singular Includes Plural. Wherever the context of these Bylaws requires same, the singular shall include the plural,and the masculine shall include the feminine. 8.8 Conflicts. In the case of any conflict between the Articles and these Bylaws,the Articles shall control; and in the case of any conflict between the Rules and these Bylaws, the Bylaws shall control. ARTICLE IX AMENDMENTS 9.1 Powers of Members. The Bylaws may be adopted,amended or replaced only by the vote or written assent of the following: 9.1.1 A majority vote of the Board of Directors, and 9.1.2 A vote of approval by more than fifty percent (50%) of all Voting Members present at an annual; or more than fifty percent (50%) of all Voting Members present at special meeting of the Members if a quorum is established. 9.1.3 Notwithstanding the above provisions, the percentage of the total voting power of the ATN necessary to amend a specific clause or provision in the Bylaws shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause or provision. 9.1.4 Whenever an amendment or new Bylaw is adopted, the amendment or new Bylaw shall take effect immediately upon adoption, unless a later date is stated in the motion or other action adopting the amendment or new Bylaw. Whenever a Bylaw is repealed, the repealed Bylaw shall cease to be effective immediately upon repeal, unless otherwise stated in the motion or other action effecting the repeal. 9.2 Record of Amendments. Whenever an amendment or new Bylaw is adopted it shall, together with its effective date, be placed in the book of Bylaws in the appropriate place. If any Bylaw is repealed,the fact of repeal,with the date of the meeting at which the repeal was enacted or written assent was filed, and the effective date of the repeal, shall be stated in said book. 9.3 Biennial Review of Bylaws. At any Annual or Special Meeting of the Members, the Board may present its recommendations for additions, repeals and other amendments to the Bylaws, and the Members shall vote on each proposed addition, repeal and other amendment. Amendments may also be proposed by any Member at any Annual or Special Page 14 Meeting of the Members and may be adopted at the same Meeting or at an adjourned Regular Meeting, provided adequate notice is provided consistent with the Brown Act. [END] ANAHEIM TRANSPORTATION NETWORK/ANAHEIM RESORT TRANSPORTATION FRANCHISE APPLICATION Appendix 3: ATN Executive Director — Resume DIANA KOTLER Fountain Valley, CA • (714) 350-3877 • bkotler@gmail.com EXPERIENCED PUBLIC TRANSPORTATION PROFESSIONAL • Entrepreneurial and accomplished Executive Director focused on long-term structural goals,exhibiting creativity and resourcefulness in seeking to harness trends to deliver superior investment return •A visionary thinker with strong strategic and analytic skills, possessing great organizational and decision-making skills, showing exemplary tenacity and drive to obtain desired results •An assertive leader with consummate interpersonal and communication skills combining the ability to develop top-ranking teams with a real talent for building rapport and consensus in a constant effort to achieve maximal operational efficiency, overcome obstacles and secure agreements CORE SKILLS • Policy Development • Strategic Alliances& • • Board Leadership and Support Partnerships Volunteer for Industry • Financial&Strategic Planning • Institutional Development& Associations • Mentor and Technical • Organizational Leadership& Structure Expert for Community Groups Operations • Marketing&Branding and Non-profit • New Service Development& • Corporate,Public&Media Delivery Relations Organizations CAREER ACCOMPLISHMENTS 12/2003—PRESENT ANAHEIM RESORT TRANSPORTATION(ART) ANAHEIM, CA Executive Director ➢ Hired to reorganize ART into a self-sustaining public transit system c Restructured existing contractual arrangements u Renegotiated local assessment structure for local constituency c Obtained Federal Public Administration Designation c Developed and passed local assessment/business improvement district ➢ Charted ART successive expansions o Opened a new administrative and maintenance facility o Oversaw service and fleet expansion from 8 to 23 routes and from 18 to 81 buses c Introduced public transit services to local tourist destinations in Orange County,CA: The Anaheim Resort, Disneyland Resort, Downtown Disney, Downtown Anaheim Anaheim Convention Center, Knott's Berry Farm, Honda Center, Angel Stadium, CtrCity Anaheim, The Platinum Triangle, Segestrom Center for the Arts, Regional Retail Shopping Centers, Cultural Facilities,72 local lodging establishments c Served on policy and technical project management teams: I-5 Freeway expansion project; opening of Anaheim Regional Intermodal Transportation Center (ARTIC); several Anaheim and Disneyland Resort expansions • Currently developing Mobility on Demand Public Private Partnership (P3) Consortium to forge transportation industry's paradigm shift for service provision 1990—2003 CITY OF ANAHEIM ANAHEIM, CA Principal Transportation Planner(1995—2003) Successfully met objectives of the position: • Participated in the development of the Specific Plan Mitigation Monitoring Program and compliance measures to secure long-term institutional structure for public transit operations • Created Anaheim Resort Transportation (ART)--a clean fuel transportation system allowing for development in the Anaheim/Disneyland Resort and Platinum Triangle • Nurtured political and business relationships to endorse ART services and relinquish private transportation operations • Engaged state and federal advocacy resources with political delegations to obtain initial funding - Managed consulting efforts and closely collaborated with Disney Imagineering teams Transportation Planning Specialist—Public Works (1991—1995) r• Spearheaded the planning, development and implementation of public transportation alternatives to single-occupancy vehicles(Commuter Assistance Program) i Administered budget and reporting under AB2766 program • Developed Event Center Transportation Program in compliance with South Coast Air Quality District regulations Intern—Business License Division (1990- 1991) Created a database listing all the city licensed contractors EDUCATION California State University of Long Beach, Long Beach,CA • Master of Arts in Economics, with concentration in Urban Planning(1993) • Bachelor of Science in Finance (1990) --3-- bkotler@gmail.com 714-350-3877 CHALLENGES AND RESULTS Challenges: • Start ART service for the opening of Disney®California Adventure • Restructure operating and financial arrangements • Built reputation and brand identity Actions: • Garner necessary resources to begin ART services in May 2002 • Procure new transportation services provider • Reorganize internal organizational structure Results: • Improved financial performance from deficit to operations with excess revenue • Expanded services to increase transit reach and purpose • Obtained FTA approval for Section 5307 funds Bottom Line: • ART farebox recovery is 65%-70% Challenges: • Expanded ART service in response to economic development • Restructured operations to meet multi-modal service demands with opening on Anaheim Regional Transportation Intermodal Center(ARTIC) • Developed a vision for future paradigm shift in transportation service delivery with Mobility on Demand functions Actions: • Develop local Cost Allocation assessment model and Will Serve Process(Self-Help City) • Led operation and customer service information center at ARTIC • Procure P3 consulting team for Mobility on Demand applications Results: • Ridership growth from 3 million to 9.4 million annual trips • Real-time passenger and InfoTainment system deployment slated for Summer 2017 • Development of MictroTransit services slated by late Fall 2017 Bottom Line: • Exclusive operating frachise from the City of Anaheim --4-- bkotler@gmail.com 714-350-3877 REFERENCES LUANNA HUBER Walt Disney Company Director of Environmental Compliance &Corporate Citizenship 714-781-1272 luanna.huber@disney.com KATHLEEN BRACKE City of Boulder Manager—Go Boulder 330-441-4155 brackek@bouldercolorado.gov MICHELLE KIRKHOFF San Bernardino Association of Governments Director of Transportation Services (Retired) 909-534-8767 mkirkhoff@me.com ALFRED YALDA RRM Design Group Principal 7147-654-2925 ayalda@ rrmdesign.com ANAHEIM TRANSPORTATION NETWORK/ANAHEIM RESORT TRANSPORTATION FRANCHISE APPLICATION Appendix 4: ATN 2019 Board of Directors ART 2019 ATN Board of Directors Board Member Organization Current Board Term Position Fred Brown Desert Palm Hotel&Suites Director(Vice Chair) December 2020 Charles Harris Mindy Abel* Visit Anaheim Director December 2020 Ian Gee Sheraton Park Director December 2019 Ronald Kim Prospera Hotels Director December 2020 Dan Lee City of Anaheim Director December 2020 Bharat Patel Castle Inn&Suites Director December 2020 Bhavesh"Bo"Patel Anaheim Marriott Director December 2019 Jeffrey Runsten Hilton Anaheim Director December 2019 Sarah Monks* Shaheen Sadeghi The Lab Holdings Director December 2019 Chris Bennett Paul Sanford Wincome Director(Chairman) December 2020 John Woodhead Downtown Anaheim Director December 2020 Merchants Association Vacant TBD Director December 2019 PERMANENT SEATS PER BYLAWS Matthew Hicks* Disneyland®Resort Director(Secretary) Brian Sanders Angels Baseball Director Merit Tully Honda Center/Anaheim Ducks Director(Treasurer) EXECUTIVE STAFF (Non-Voting Members) Diana Kotler ATN Executive Director Fred M.Whitaker Cummins&White LLP Legal Counsel Notes: According to existing bylaws,the Anaheim Transportation Network(ATN)Board of Directors consists of an odd number of Directors,not smaller than nine(9)nor greater than fifteen(15)with three(3)seats designated as Permanent Seats.Any current ATN member is eligible to serve on the Board and there is no limit on the number of terms an individual may serve as Director. Board Members are elected by a majority vote of the members present. Proxy ATN Board of Directors Member ANAHEIM TRANSPORTATION NETWORK/ANAHEIM RESORT TRANSPORTATION FRANCHISE APPLICATION Appendix 5: ATN Financial Statements — June 30, 2018 ANAHEIM TRANSPORTATION NETWORK CONSOLIDATED FINANCIAL STATEMENTS JUNE 30,2018 AND 2017 TABLE OF CONTENTS Page INDEPENDENT AUDITORS' REPORT CONSOLIDATED FINANCIAL STATEMENTS: Consolidated Statements of Financial Position 3 Consolidated Statements of Activities 4 Consolidated Statements of Cash Flows 5 Consolidated Notes to Financial Statements 6— 14 SUPPLEMENTARY INFORMATION: Schedule I—Consolidated Statements of Grant and Program Revenue For the Years Ended June 30,2018 and 2017 16 Schedule II—Consolidated Statements of Operating. Grant and Program Expenses For the Years Ended June 30,2018 and 2017 17 Schedule III—Consolidated Statements of General and Administrative Expenses For the Years Ended June 30,2018 and 2017 18 Schedule IV—Consolidated Statements of Other Income For the Years Ended June 30, 2018 and 2017 19 in Farber Hass Hurley LLP Certified Public Accountants 9301 Oakdale Avenue, Suite 230 Telephone:(818)895-1943 Chatsworth,CA 91311 Facsimile:(818)727-7700 www.fhhcpas.com INDEPENDENT AUDITORS' REPORT To the Board of Directors of Anaheim Transportation Network We have audited the accompanying consolidated financial statements of Anaheim Transportation Network and its wholly owned subsidiary ATN Asset Holding Company, LLC (collectively referred to as the"Organization")which comprise the consolidated statements of financial position as of June 30, 2018 and 2017, and the related consolidated statements of activities and cash flows for the years then ended, and the related notes to the consolidated financial statements. Management's Responsibility for the Financial Statements Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America; this includes the design, implementation, and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement, whether due to fraud or error. Auditors'Responsibility Our responsibility is to express an opinion on these consolidated financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements. The procedures selected depend on the auditors' judgment, including the assessment of the risks of material misstatement of the consolidated financial statements, whether due to fraud or error. In making those risk assessments, the auditors consider internal control relevant to the Organization's preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Organization's internal control. Accordingly, we express no such opinion. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management, as well as evaluating the overall presentation of the consolidated financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion. Opinion In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Anaheim Transportation Network as of June 30, 2018 and 2017, and the consolidated changes in its net assets and cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America. Report on Supplementary Information Our audit was conducted for the purpose of forming an opinion on the consolidated financial statements as a whole. The accompanying supplementary information as listed in the table of contents is presented for purposes of additional analysis and is not a required part of the consolidated financial statements. Such information is the responsibility of management and was derived from and related directly to the underlying accounting and other records used to prepare the consolidated financial statements. The information has been subjected to the auditing procedures applied in the audit of the consolidated financial statements and certain additional procedures, including comparing and reconciling such information directly to the underlying accounting and other records used to prepare the consolidated financial statements or to the consolidated financial statements themselves, and other additional procedures in accordance with auditing standards generally accepted in the United States of America. In our opinion,the information is fairly stated in all material respects in relation to the consolidated financial statements as a whole. � .. eir. ate,6611 Farber Hass Hurley LLP Chatsworth,CA December 21,2018 ANAHEIM TRANSPORTATION NETWORK CONSOLIDATED STATEMENTS OF FINANCIAL POSITION JUNE 30,2018 AND 2017 ASSETS 2018 2017 Assets Cash and cash equivalents $ 659,941 $ 517,766 Investments 690,700 685,803 Accounts receivable 3,459,760 3,340,854 Fuel credit receivable 649,293 382,754 Prepaid expenses 91,841 66,777 Inventory 199,724 207,706 Total current assets 5,751,259 5,201,660 Property and equipment, net 8,341,811 9,213,045 TOTAL ASSETS $ 14,093,070 $ 14,414,705 LIABILITIES AND NET ASSETS Liabilities Accounts payable $ 3,847,477 $ 2,441,797 Accrued and other liabilities 475,670 1,003,209 Line of credit - 100,000 Unearned revenue 101,970 108,480 Capital lease,current portion 268,760 258,008 Notes payable, current portion 61,311 329,047 Total current liabilities 4,755,188 4,240,541 Capital lease, long-term portion 1,327,523 1,596,282 Notes payable, long-term portion 1,996,738 1,847,293 TOTAL LIABILITIES 8,079,449 7,684,116 Net assets Unrestricted 6,013,621 6,730,589 TOTAL LIABILITIES AND NET ASSETS $ 14,093,070 $ 14,414,705 See accompanying independent auditors'report and notes to the financial statements. 3 ANAHEIM TRANSPORTATION NETWORK CONSOLIDATED STATEMENTS OF ACTIVITIES FOR THE YEARS ENDED JUNE 30,2018 AND 2017 2018 2017 REVENUES AND OTHER SUPPORT ART revenue $ 14,260,453 $ 14,070,761 Grant revenue 1,725,154 1,206,545 Program revenue 378,515 97,614 Membership revenue 57,448 56,253 Other income 399,773 258,172 TOTAL REVENUES $ 16,821,343 $ 15,689,345 EXPENSES Program expenses Route 20 operating expenses $ 6,271,646 $ 5,463,865 Grant expense 155,494 202,647 Other program expenses 9,114,584 9,019,653 General, selling,and administrative 1,996,587 1,904,704 TOTAL EXPENSES 17,538,311 16,590,869 CHANGES IN NET ASSETS (716,968) (901,524) UNRESTRICTED NET ASSETS, Beginning of year 6,730,589 7,632,113 UNRESTRICTED NET ASSETS, End of year $ 6,013,621 $ 6,730,589 See accompanying independent auditors'report and notes to the financial statements. 4 ANAHEIM TRANSPORTATION NETWORK CONSOLIDATED STATEMENTS OF CASH FLOWS FOR THE YEARS ENDED JUNE 30,2018 AND 2017 2018 2017 CASH FLOWS FROM OPERATING ACTIVITIES Change in net assets $ (716,968) $ (901,524) Adjustments to reconcile change in net assets to net cash provided by operating activities: Depreciation 1,543,788 1,382,528 Change in assets and labilities: Accounts receivable (118,906) (599,022) Prepaid expenses (25,064) (39,271) Inventory 7,982 (9,756) Accounts payable 1,405,680 1,628,789 Accrued and other liabilities (527,539) 307,262 Unearned revenue (6,510) 74,570 CASH USED BY OPERATING ACTIVITIES 1,562,463 1,843,576 CASH FLOWS FROM INVESTING ACTIVITIES Purchases of certificate of deposits (4,897) (201,617) Reinvested interest income - - Purchases of property and equipment (672,554) (1,030,071) CASH USED IN INVESTING ACTIVITIES (677,451) (1,231,688) CASH FLOWS FROM FINANCING ACTIVITIES Principal payments on notes and loans payable (118,291) (66,884) Proceeds from/payments on line of credit (100,000) (100,000) Proceeds from issuance of notes and loans payable - 69,925 Payments on capital lease obligations (258,007) (145,710) CASH USED IN FINANCING ACTIVITIES (476,298) (242,669) NET CHANGE IN CASH AND CASH EQUIVALENTS 408,714 369,219 CASH AND CASH EQUIVALENTS,beginning of year 517,766 148,547 CASH AND CASH EQUIVALENTS,end of year $ 926,480 $ 517,766 NON-CASH INVESTING AND FINANCING ACTIVITIES Property and equipment funded by capital lease borrowings $ - $ 2,000,000 Supplemental Disclosure of Cash Flow Information: Cash paid for interest $ 162,771 $ 140,551 Cash paid for taxes $ 71,470 $ 55,689 See accompanying independent auditors'report and notes to the financial statements. 5 ANAHEIM TRANSPORTATION NETWORK Notes to Consolidated Financial Statements For the Years Ended June 30,2018 and 2017 NOTE 1 NATURE OF THE ORGANIZATION The Anaheim Transportation Network(the Organization) was formed in September 1995,as a California non-profit organization, tax-exempt under Section 501(cX4) of the Internal Revenue Code (IRC). The Organization provides transportation coordination services to businesses, employees, and visitors of the Anaheim resort area. The Organization's primary goal is to help mitigate current transportation problems and enhance transportation options by providing reliable and efficient transportation solutions in order to create a positive and satisfying environment for employees, customers, visitors, and residents of the City of Anaheim. The Organization receives its primary funding from transportation programs in the City of Anaheim(the City)and the County of Orange,subrecipient federal awards and membership dues. During the fiscal year ended June 30,201 7, the Organization received grants from the City's Tourism • Improvement District to provide transportation services at the new Anaheim Regional Transportation Intermodal Center(ARTIC). Members of the board of directors are elected by voting members made up of local businesses serviced by the Organization. In the event of dissolution of the Organization the remaining assets will be distributed to other non-profits. ART Transportation Program The City has designated the Organization to administer the Anaheim Resort Transportation(ART)project on the City's behalf. Working with the hospitality industry, the City, the Orange County Transportation Authority (OCTA), and First Transit (FT), the Organization created a high quality, clean fuel transportation system for the Anaheim resort area. The ART fleet is composed of propane and compressed natural gas vehicles. This program offers services to the entire Anaheim Resort area, allowing passengers the ability to circulate and access the event centers, shopping, dining, and evening entertainment in the area. General Membership Programs The Organization has a membership program that provides a variety of services and benefits to member companies including, but not limited to, regulatory compliance assistance with Rule 2202 (Ridesharing Rule),legislative and regulatory tracking,and other transportation related projects. ' NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Basis of financial presentation This summary of significant accounting policies of the Organization is presented to assist in understanding the Organization's consolidated financial statements.The consolidated financial statements and notes are representations of the Organization's management who is responsible for their integrity and objectivity. These accounting policies conform to accounting principles generally accepted in the United States of America (GAAP) and have been consistently applied in the preparation of the consolidated financial statements. The net assets of the Organization and changes therein are classified and reported as follows: • Unrestricted net assets—Net assets that are not subject to donor-imposed stipulations and that may be expendable for any purpose in carrying out the Organization's mission 6 ANAHEIM TRANSPORTATION NETWORK Notes to Consolidated Financial Statements For the Years Ended June 30,2018 and 2017 NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued) Basis of financial presentation(Continued) • Temporarily restricted net assets—Net assets subject to donor-imposed stipulations that may or will be met either by actions of the Organization and/or the passage of time. A s the restrictions are satisfied,temporarily restricted net assets are reclassified to unrestricted net assets and reported in the accompanying statements of activities as net assets released from restrictions. Temporarily restricted net assets that have been both earned and have had their restrictions met in the current year are recorded as unrestricted net assets. A s of June 30, 2018 and 2017, the Organization had no temporarily restricted net assets. • Permanently restricted net assets —Net assets to be held in perpetuity as directed by donors. The income from the contributions is available to support activities of the Organization as designated by the donors. As of June 30,2018 and 2017,the Organization had no permanently restricted net assets. Principles of Consolidation The consolidated financial statements include the accounts of Anaheim Transportation Network and its wholly owned subsidiary ATN Asset Holding Company, LLC, (Collectively referred to as the "Organization") All material intercompany accounts, transactions and profits were eliminated in the consolidated financial statements. Cash and cash equivalents The Organization considers all highly liquid instruments purchased with an original maturity of three months or less to be cash equivalents. The Organization maintains its cash and cash equivalents in multiple financial institutions.Deposits held with these financial institutions may exceed the amount of insurance provided on such deposits. The balance is insured by the Federal Deposit Insurance Corporation(FDIC). There was an uninsured balance of$409,424 as of June 30, 2018. Management does not believe that the Organization is subject to any unusual financial risk beyond the normal risk associated with commercial banking relationships. The Organization has not experienced any losses on its deposits of cash and cash equivalents. Investments Investments are comprised entirely of certificates of deposits and are stated at cost,adjusted for premiums and discounts, which approximates fair value, and are intended to be held until maturity. Interest income is accrued when earned. Accounts receivable Accounts receivable is recorded at book value, net of the allowance for doubtful accounts. The Organization extends credit to its customers, substantially all of whom are businesses operating in Anaheim,California. Collateral is generally not required. Credit losses are provided for in the allowance for doubtful accounts based on management's historical experience. Management has determined that an allowance is not necessary as of June 30,2018 and 2017. Inventory Inventory consists of bus ticket stock as well as maintenance parts for the busses. Such inventory is valued on the first-in first-out basis at the lower of cost or market. 7 ANAHEIM TRANSPORTATION NETWORK Notes to Consolidated Financial Statements For the Years Ended June 30,2018 and 2017 NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued) Property and equipment Property and equipment are reported at cost at the date of purchase or estimated fair value at the date of donation, net of accumulated depreciation. Depreciation and amortization are recorded using the straight- line method over the estimated useful life of the assets.Property and equipment consist of land,buildings, furniture and equipment, and vehicles.The estimated useful lives of assets are as follows: buildings and improvement—forty years,vehicles—three to seven years,furniture and equipment—five to ten years. Expenses for major renewals and betterments that extend the useful lives of the assets are capitalized. It is the Organization's policy to capitalize expenditures for these items in excess of$5,000. Costs for routine maintenance and repairs are charged to expense as incurred. Unearned revenue Unearned revenue is comprised of amounts received for advertising and hotel flat rate fees received in advance. Unearned revenue is classified as a liability,and recognized as revenue over the period in which services are provided. Advertising Advertising costs are charged to operations when incurred. Advertising costs for the years ended June 30, 2018 and 2017,totaled$159,936 and$319,906,respectively. Tax exempt status The Organization has qualified for tax exempt status under Section 501(c)(4)of the IRC and,generally, is subject to state and federal income taxes on any net income that is derived from a trade or business, regularly carried on,a nd not in furtherance of the purpose for which the Organization was granted exemption: F or the years ended June 30, 2018 and 2017, the Organization earned income related to unrelated business activities. I ncome tax expense for the years ended June 30, 2018 and 2017, on unrelated business income received during those years consists of franchise income tax of$9,819 and $5,881, respectively. T he Organization has recognized no i nterest or penalties related to unrelated business activities and does not expect material changes within the next twelve months. The Organization believes it is no longer subject to income tax examinations to Federal and State taxing authorities for years prior to 2015 and 2014,respectively. Use of estimates The preparation of the consolidated financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly,actual results could differ from those estimates. Recent accounting pronouncements On August 18, 2016, the Financial Accounting. Standard Board (FASB) issued Accounting Standards Update(ASU)2016-14,Not-for-Profit Entities(Topic 958): Presentation of Financial Statements of Not- for-Profit Entities. The amendments in this update are designed to improve the current net assets classification requirements and the information presented in the financial statements and notes about a not-for-profit entity's liquidity, financial performance, and cash flows. The amendments in this ASU are effective for annual financial statements issued for fiscal years beginning after December 15, 2017. Early adoption is permitted. Amendments should be applied on a retrospective basis in the year the update is first applied. Management is currently evaluating the impact on the amendments in this ASU will have on the consolidated financial statements. 8 ANAHEIM TRANSPORTATION NETWORK Notes to Consolidated Financial Statements For the Years Ended June 30, 2018 and 2017 NOTE 2 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES(Continued) Recent accounting pronouncements(Continued) In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), which sets out the principles for the recognition,measurement,presentation and disclosure of leases for both parties to a contract.The new standard requires lessees to apply a dual approach,classifying leases as either finance or operating leases based on the principle of whether or not the lease is effectively a financed purchased by the lessee. This classification will determine lease expense is recognized based on an effective interest method or on a straight-line basis over the term of the lease,respectively.A lessee is also required to record a right-of-use asset and a 1 ease liability for all leases with a term of greater than twelve months regardless of their classification. Leases with a term of twelve months or less will be accounted for similar to existing guidance for operating leases today. The new standard requires lessors to account for leases using an approach that is substantially equivalent to existing guidance for sales-type leases, direct financing leases and operating leases. The standard is effective on J anuary 1,2020 w ith early adoption permitted. Management is currently evaluating the effect on this updated standard that will have on the consolidated financial statements. In May 2014,the FASB issued ASU 2014-09, Revenue from Contracts with Customers(Topic 606).The core principle of ASU 2014-09 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity is expected to be entitled for those goods or services. ASU 2014-09 defines a five-step process to achieve this core principles and in, doing so, it is possible more judgement and estimate may be required under existing U.S. GAAP, including identifying performance obligation in the contract, estimating the amount of the variable consideration to include in the transaction price and allocating the transaction prices to each performance obligation. Revenue from contributions and investments income are not impacted by the new standard. ASU 2014-09 will be effective for annual reporting periods beginning after December 15, 2019 using either of two methods: a) retrospective to each prior reporting period presented with the option to elect certain practical expedients as defined within ASU 2014-09;or b)retrospective with the cumulative effect of initially applying ASU 2014-09 recognized at the date of the initial application and providing certain additional disclosures as defined in ASU 2014-09. Management has not yet selected a transition method and is currently evaluating the impact on this updated standard that will have on the consolidated financial statements. NOTE 3 LINE OF CREDIT Effective July 23,2014,the Organization obtained a revolving line of credit with a local bank for capital expenditures with initial maturity date of July 23,2015. During fiscal year 2017, the line of credit was extended to May 31,2018. The maximum credit limit of$500,000 is secured by a UCC-1 financing statement filed on the Organization's assets. The interest rate is calculated based on 2.25% plus Libor rate.The credit limit was closed on May 31,2018. 9 ANAHEIM TRANSPORTATION NETWORK Notes to Consolidated Financial Statements For the Years Ended June 30,2018 and 2017 NOTE 4 CONCENTRATION OF CREDIT RISK Effective March 18,2010,the Organization entered into a contractual agreement with Disneyland Resort, a division of Walt Disney Parks and Resorts U.S., Inc. The Organization is providing a public transit route, Route 20,which is an express downtown circulatory service to connect various Anaheim Resort parking facilities and the East Esplanade — the main transportation center for Disneyland Resort. Disneyland Resort agreed to compensate the Organization for all associated start-up costs and operating expenses through an assessment fee. F or the years ended June 30, 2018 and 2017, the Organization received $6,361,836 and $5,510,456, respectively, of its total revenue from Disneyland Resort. Termination of this contract by either party could negatively affect the revenues of the Organization and the Organization's results of operations. The Organization has contracted with one company to provide transportation services in the Anaheim area. The Organization believes that if this provider were to discontinue services, a similar service provider could be engaged with minimal economic effect to the Organization. The Organization engages in substantially all of its business within the city of Anaheim. Significant downturns in the local economy could impact the Organization's profitability. The Organization believes that the city is committed to fuel efficient public transportation and therefore represents a low economic risk. NOTE 5 ACCOUNTS RECEIVABLE Accounts receivable as of June 30,2018 and 2017,is comprised of the following: Accounts receivable: 2018 2017 City of Anaheim $ 13,390 $ 19,814 Walt Disney Parks and Resorts U.S.A., Inc. 1,178,471 1,541,511 Other receivables 714,927 989,375 Accrued grant receivables 1,552,972 790,154 Alternative fuel credit receivable 649,293 382,754 Accounts receivable $ 4,109,053 $ 3,723,608 NOTE 6 FEDERAL FUNDING ASSISTANCE Orange County Transportation Authority(OCTA) is the designated grant recipient for the Department of Transportation's (DOT) Federal Transit Administration (FTA) Section 5307 Urbanized Area Formula Grant funds and FTA Section 5309 Discretionary Capital Grant funds for Orange County. The Organization has been deemed an eligible subrecipient to receive FTA Section 5307 Urbanized Area Formula Grant funds and FTA Section 5309 Discretionary Capital Grant funds. OCTA and the Organization entered into a cooperative agreement allowing OCTA to pass awarded federal grant funds to the Organization. The Organization will use the federal financial assistance for preventative maintenance on transportation equipment, bus replacement, and other capital projects falling within the compliance guidelines as established by OCTA,FTA,DOT,and other relevant governing bodies. 10 ANAHEIM TRANSPORTATION NETWORK Notes to Consolidated Financial Statements For the Years Ended June 30,2018 and 2017 NOTE 6 FEDERAL FUNDING ASSISTANCE(Continued) The subrecipient federal financial assistance is considered to be a reimbursement transaction. In addition, federal funds are first exchanged for local funds before being received by the Organization.Therefore,the nature of funding received is local not federal. Accordingly, revenue is recognized when earned and expenses are recognized as incurred. Subrecipient grant receipts and disbursements for the years ended June 30,2018 and 2017,were as follows: 2018 2017 Grant receipts: Section 5307-Urbanized Area Formula Grant Grant disbursements: Section 5307-Urbanized Area Formula Grant 1,552,972 790,154 Amount to be refunded $ I,552,972 $ 790,154 On April 26,2018 Anaheim Transportation Network received a full grant award for$28,617,000 from the State of California (CaISTA) Transit, California Department of Transportation (Caltrans), and Intercity Capital Program (TIRCP). Award would be funded for forty Zero Emission Busses, MicroTransit Service,and partial funding for Anaheim Transportation Network's new facility. The project is scheduled to begin in the Fall of 2018 and will continue through end of 2020/2021. NOTE 7 PROPERTY AND EQUIPMENT Property and equipment consisted of the following at June 30,2018 and 2017: 2018 2017 Land $ 2,250,000 $ 2,250,000 Furniture and equipment 963,112 963,112 Building and improvements 1,331,810 1,813,385 Vehicles 11,236,781 10,082,652 Total 15,781,703 15,109,149 Less: accumulated depreciation (7,439,892) (5,896,104) Property and equipment,net $ 8,341,811 $ 9,213,045 Depreciation expense for the years ended June 30, 2018 and 2017 amounted to $1,543,788 and $1,382,528 respectively. 11 ANAHEIM TRANSPORTATION NETWORK Notes to Consolidated Financial Statements For the Years Ended June 30,2018 and 2017 NOTE 8 CAPITAL LEASE On October 21, 2016, the client signed a capital lease for four busses for $2,000,000. The lease will be payable in eighty-four consecutive monthly payments of $27,421 of both principle and interest, commencing on December 5, 2016, and maturing on November 5, 2023. The lease charges an interest rate of 4.09%. The outstanding balance as of June 30, 2018 is$ 1,596,283. Future principal payments are as follows: Years ending June 30, Amount 2019 $ 183,388 2020 192,433 2021 202,291 2022 212,465 2023 223,152 Thereafter 480,474 Total $ 1,494,203 NOTE 9 NOTES AND LOANS PAYABLE 2018 2017 Note payable, interest at 11.75%per year beginning March 15,2017 and payable in full $ - $ 59,384 on March 15, 2019 Loan payable, interest at 3.950%per year beginning January 1, 2015 and payable in 2,058,049 2,116,956 120 monthly installments of$11,885. Secured by the property at 1354 S.Anaheim Blvd. Total notes and loans payable $ 2,058,049 $ 2,176,340 Future principal payments are as follows: Years ending June 30, Amount 2019 $ 41,515 2020 43,405 2021 45,979 2022 48,396 2023 1,870,705 Thereafter - Total $ 2,050,000 12 ANAHEIM TRANSPORTATION NETWORK Notes to Consolidated Financial Statements For the Years Ended June 30,2018 and 2017 NOTE 10 OTHER INCOME For the years ended June 30, 2018 and 2017,other income consisted of the following: 2018 2017 Alternative fuel tax credit $ 392,817 $ 245,337 Interest income and miscellaneous 3,920 12,834 Loss on disposal of equipment 3,036 - Total $ 399,773 $ 258,171 NOTE 11 ENVIRONMENTAL CONTINGENT LIABILITY Contingent liabilities are existing conditions, situations, or a set of circumstances involving uncertainty as to possible gain or loss to an entity that will ultimately be resolved when one or more future events occur or fail to occur. As of June 30, 2018, the Organization is not aware of any certain contingent,environmental liabilities that may eventually result in the payment of substantial monetary claims to third parties. The likelihood of this liability is remote and not reasonably possible to estimate. The Organization does not believe that any environmental contingent liability, if any, will result in material expenses. These future costs are not fully determinable due to such factors as the unknown magnitude of possible contamination, the unknown timing and extent of corrective actions that may be required, the determination of the Organization's liability in proportion to other responsible parties, and the extent to which such costs are recoverable from third parties. In addition, the Organization participates in the Special Property Insurance Program (SPIP) with Alliant Insurance Services, Inc. This policy covers accidental contaminations of$250,000 per occurrence and $250,000 annually per member with a$500,000 annual maximum for all members per declaration. NOTE 12 RETIREMENT PLAN The Organization maintains a qualified 403(b) Plan (the Plan). Employees are eligible to participate in the Plan upon hire. Each employee, after entering the Plan, is eligible to make elective salary deferrals up to the maximum deferral each year as permitted by federal law based on the employee's age. Starting January 1,2016, the Organization provides a matching contribution up to 2.5%of an employee's salaries and wages. Employees must contribute to their retirement plan in order to be eligible to receive the match. For the years ended June 30, 2018 and June 30, 2017 the Organization contributed $20,618 and$21,789 to the Plan. 13 ANAHEIM TRANSPORTATION NETWORK Notes to Consolidated Financial Statements For the Years Ended June 30,2018 and 2017 NOTE 13 LONG-TERM COMMITMENTS The Organization leases its office space as well as a parking lot from the city of Anaheim at a discounted rate which can be cancelled on three months' notice. The client paid$50,675 and$56,970 in rent expense for the facility rent for the years ended June 30.2018 and June 30,2017. In addition, the client leases numerous pieces of equipment. The Organization paid $27,260 and $26,087 in lease payments on equipment for the years ended June 30, 2018 and June 30, 2017. Future minimum lease payments for the next five years are as follows: Years ending June 30: Amount 2019 12,716 2020 4,166 Total $ 16,882 The Organization leases its Liquefied Natural Gas(LNG) fuel tank under an operating lease. The monthly fee is based on fuel usage and current fuel costs. For the years ended June 30, 2018 and 2017 the client paid$369,851 and$350,485 in fees under this lease. NOTE 14—SUBSEQUENT EVENTS Subsequent to June 30, 2018, the Organization refinanced the property loan to a new financial institution for a total loan amount of$2,050,000 with a maturity date of December 2023. The property loan carries a variable interest rate at the London Interbank Offered Rate ("LIBOR") plus 1.93% (effective rate of 5.063%). The Organization will pay this loan in 60 monthly payments of$12,148 and the initial payment will commence on January 5, 2019. Along with the new property loan, the Organization refinanced 4 busses to the same financial institution. The total loan amount is for$1,494,000 with maturity date of December 2025 and interest rate of 4.850%. The Organization will pay this loan in 83 monthly payments of $21,063 and the initial payment will commence on January 6, 2019. The future minimum required payments of the new loans above, are reflected in Notes 8 and 9 of the consolidated financial statements. Subsequent to June 30, 2018, the same financial institution issued commercial credit card for $850,000 with variable interest rate of 9.99%. Interest shall only be payable if the account is not settled by the monthly due date and becomes past due. Management of the Organization has reviewed the changes in their net assets and evaluated subsequent events for the period of time from their year end of June 30, 2018 through December 21, 2018, the date the consolidated financial statements were available to be issued. 14 SUPPLEMENTAL INFORMATION ANAHEIM TRANSPORTATION NETWORK SCHEDULE I-STATEMENTS OF GRANT AND PROGRAM REVENUES YEARS ENDED JUNE 30,2018 AND 2017 2018 2017 ART revenues: Route 20 $ 6,361,836 $ 5,510,456 ART ticket sales 4,120,124 4,525,030 Hotel flat rate 2,437,710 2,389,052 Advertising 817,131 818,821 Group sales 389,866 676,058 Hotel kiosk lease 108,500 120,000 Metrolink route 15 3,278 3,958 Amtrak 22,008 27,386 Total ART revenues 14,260,453 14,070,761 Grant revenues: Local grants: Section 5339 91,000 102,778 Section 5307 749,818 788,180 Local grants(ATID,Costa Mesa,Ctr City Anaheim) 884,336 315,587 Total grant revenues 1,725,154 1,206,545 Program revenues: Downtown shuttle service 284,389 71,518 Rideshare transit passes 5,645 10,158 Costa Mesa service 78,993 - Commuter incentives 9,488 15,938 Total program revenues 378,515 97,614 Membership dues 57,448 56,253 Total ART grant and program revenues $ 16,421,570 $ 15,431,173 See accompanying independent auditors'report and notes to the financial statements. 16 ANAHEIM TRANSPORTATION NETWORK SCHEDULE II-STATEMENTS OF OPERATING,GRANT AND PROGRAM EXPENSES YEARS ENDED JUNE 30,2018 AND 2017 2018 2017 Route 20 operating expenses: Anaheim resort transit service $ 3,905,553 $ 3,298,473 Leased buses: Repairs and maintenance 894,583 696,260 Fuel 739,932 647,128 Salaries and benefits 731,578 822,004 Total route 20 operating expenses 6,271,646 5,463,865 Grant expenses: Local grants: Local formula grant 129,038 88,590 Caltrans grant 26,456 114,057 Total grant expenses 155,494 202,647 Program expenses: Transit service expenses 3,533,152 3,272,301 Transit service expenses-other - Depreciation 1,296,782 1,157,234 Downtown shuttle service - 88,072 Fuel supplies 958,882 931,141 Salaries and benefits 1,493,396 1,477,730 Commuter incentives and bus maintenance 414,307 711,110 Professional services 384,390 262,600 Participation usage credit 168,422 241,999 Telecommunication 167,152 127,480 Furniture and equipment 105,375 109,263 Taxes 70,770 55,689 Marketing 87,029 113,301 Interest 162,771 140,551 ART transit passes 10,016 24,636 Rideshare transit passes 8,925 13,964 Mobile ticketing service fees 18,755 45,897 Facility rental 50,675 56,970 Miscellaneous 183,785 189,715 Total program expenses 9,114,584 9,019,653 Total operating,grant and program expenses $ 15,541,724 $ 14,686,165 See accompanying independent auditors'report and notes to the financial statements. 17 ANAHEIM TRANSPORTATION NETWORK SCHEDULE III-STATEMENTS OF GENERAL AND ADMINISTRATIVE EXPENSES YEARS ENDED JUNE 30,2018 AND 2017 2018 2017 General,selling,and administrative expenses: Salaries and wages $ 515,681 $ 454,347 Professional and legal services 366,510 296,878 Depreciation 247,006 225,294 Insurance: Property 53,263 55,319 Group medical 25,151 27,937 Pollution liability 10,585 11,620 Workers'compensation 166,804 113,539 Crime 2,250 2,242 Marketing 72,907 206,605 Utilities 91,935 121,736 Kiosk merchant fees 55,003 68,546 General travel and promotion 59,465 53,410 Payroll taxes 55,849 57,292 Administrative fees 54,155 33,533 Dues and subscriptions 63,746 43,587 Miscellaneous 32,196 34,629 Bank charges 11,673 11,091 Automotive expenses 9,092 7,781 Conference expenses 6,138 7,850 Postage expenses 11,054 11,167 Storage rent 1,902 2,769 Payroll processing fees 13,959 10,867 Meals and entertainment 7,393 7,493 Taxes and licenses 1,762 2,481 Professional development and training 5,028 4,971 Board meeting expenses 4,038 1,154 Credit card fees 52,042 30,566 Total general and administrative expenses $ 1,996,587 $ 1,904,704 See accompanying independent auditors'report and notes to the fmancial statements. 18 ANAHEIM TRANSPORTATION NETWORK SCHEDULE IV-STATEMENTS OF OTHER INCOME YEARS ENDED JUNE 30,2018 AND 2017 2018 2017 Other income: Alternative fuel tax credit $ 392,817 $ 245,337 Miscellaneous and interest income 3,920 12,835 Loss on disposal of equipment 3,036 Total other income $ 399,773 $ 258,172 See accompanying independent auditors'report and notes to the financial statements. 19 Appendix 6a: City of Anaheim Ordinance No. 5911 — Granting of Non-Exclusive Franchise (See Appendix 6b: Ordinance No. 6219, Attachment F) Appendix 6b: City of Anaheim Ordinance No. 6219 — Granting of Amendment No. 1 to Non-Exclusive Franchise ORDINANCE NO. 6219 AN ORDINANCE OF THE CITY OF ANAHEIM AMENDING ORDINANCE NO. 5911 GRANTING A NON-EXCLUSIVE FRANCHISE TO ANAHEIM TRANSPORTATION NETWORK TO PROVIDE RESORT TRANSPORTATION SHUTTLE SERVICE WITHIN THE ANAHEIM RESORT AND OTHER AREAS WITHIN THE CITY OF ANAHEIM AND STATING THE TERMS AND CONDITIONS UPON WHICH SAID FRANCHISE IS GRANTED. WHERAS, on April 27, 2004, the City Council of the City of Anaheim adopted Ordinance No. 5911 granting a non-exclusive franchise to the Anaheim Transportation Network ("ATN")to provide resort transportation shuttle service within The Anaheim Resort and other areas within the City of Anaheim and stating the terms and conditions upon which said franchise is granted ("Franchise"); and WHEREAS, on May 5, 2011, the ATN submitted an application to amend the Franchise(the "Amended Application")to provide resort transportation services within the City of Anaheim and other designated areas within the City of Anaheim; and WHEREAS the City Council of the City of Anaheim heretofore reviewed the Amended Application submitted by ATN and considered the information presented therein; and WHEREAS,pursuant to the procedure set forth in Article XIV of the Charter of the City of Anaheim, on May 17, 2011, the City Council did adopt its Resolution No. 2011-068 approving the Amended Application and making certain findings related thereto, and declaring its intention to adopt an ordinance amending the Franchise to the ATN to provide resort transportation services within the limits of the City of Anaheim, including The Anaheim Resort, the Platinum Triangle including the Honda Center, the Angel Stadium of Anaheim and surrounding areas, the downtown area of the City of Anaheim,and such other locations in the City that may be designated by the City Manager;provided that a minimum of 98 percent or more of the annual vehicle trip miles shall be within the City of Anaheim; and WHEREAS,on May 17,2011,the City Council did set a public hearing to be held on July 19,2011,at 5:30 p.m.,or as soon thereafter as the matter may be heard,in the Council Chamber located in the Civic Center at 200 S. Anaheim Boulevard,Anaheim,California,to give any person having any interest therein or objection thereto an opportunity to appear before the City Council and be heard thereon; and WHEREAS,notice of said public hearing was published and otherwise given in the manner required by Article XIV of the Charter of the City of Anaheim; and -1- WHEREAS, on July 19, 2011, a duly noticed public hearing was held by the City Council, at which public hearing the City Council did hear testimony and consider evidence from persons having any interest in the proposed amendment to the Franchise,and did consider any and all objections thereto; and WHEREAS, the City Council has determined that the proposed amendment of the Franchise to ATN for resort transportation services is statutorily exempt from the California Environmental Quality Act ("CEQA") pursuant to Section 21080(b)(10) of the California Public Resources Code. NOW,THEREFORE,THE CITY COUNCIL OF THE CITY OF ANAHEIM DOES ORDAIN AS FOLLOWS: SECTION 1. That Section 3 of Ordinance No.5911 be,and the same is hereby,amended to read as follows: "SECTION 3. TERM OF FRANCHISE. Upon timely acceptance hereof in accordance with Section 1405 of Article XIV of the Charter, the term of this Franchise shall be for a period of fourteen (14) years, unless earlier terminated by the City Council. Said Franchise may be extended indefinitely by the City Manager in one(1)year increments upon request of the Franchisee provided the City Manager determines that the Franchise has been exercised in a manner consistent with the Regulations and with the terms and conditions of such Franchise during the initial fourteen(14)year period and such subsequent one- year extensions. Each annual extension shall be requested in writing by the Franchisee to the City Manager of the City of Anaheim, or his or her authorized representative, not later than thirty(30) days prior to the date of expiration of the initial fourteen(14)year period and each such additional one year extension thereof. Failure to request any annual extension within the time period specified shall be deemed a waiver of said annual extension. The term of this Franchise shall commence upon the later of either the effective date of this ordinance or the date of acceptance of this Franchise by the Franchisee as required pursuant to Section 1403 of the Charter." SECTION 2. That Section 9 of Ordinance No. 5911 be, and the same is hereby, deleted in its entirety. SECTION 3. That Section 13 of Ordinance No. 5911 be,and the same is hereby,amended to read as follows: -2- "SECTION 13. NOTICES. Official notice or correspondence related to this Franchise shall be in writing and sent to the following addresses: City: City Clerk City of Anaheim 200 S. Anaheim Boulevard,2nd Floor Anaheim, CA 92805 With copy to: City of Anaheim, Department of Public Works, Transit Planning Division 200 S. Anaheim Boulevard, 2nd Floor Anaheim, CA 92805 Telephone: (714) 765-5183 Facsimile: (714) 765-5241 Franchisee: Executive Director Anaheim Transportation Network 1280 S. Anaheim Boulevard Anaheim, CA 92805 Telephone: (714) 563-5287 Facsimile: (714) 563-5289 Communications in connection with the performance of duties under this Franchise shall be considered received at the time actually received by the addressee or designated agent." SECTION 4. That Exhibit"A" of Ordinance No. 5911 be,and the same is hereby amended,in its entirety,to read as shown in Exhibit"A-1,"attached hereto and incorporated herein by this reference. SECTION 5. That Exhibit "B" of Ordinance No. 5911 be,and the same is hereby amended,in its entirety,to read as shown in Exhibit"B-1,"attached hereto and incorporated herein by this reference. SECTION 6. Except as expressly amended by the provisions of this ordinance,Ordinance No.5911 shall remain in full force and effect. -3- SECTION 7. The City Council of the City of Anaheim hereby declares that should any section, subsection,paragraph,sentence,clause or word of this ordinance hereby adopted be declared for any reason invalid by the final judgment of any court of competent jurisdiction,it is the intent of the City Council that it would have adopted all other portions of this ordinance independent of the elimination herefrom of any such portion as may be declared invalid. SECTION 8. Neither the adoption of this ordinance nor the repeal of any other ordinance of this City shall in any manner affect the prosecution for violations of ordinances which violations were committed prior to the effective date hereof,nor be construed as a waiver of any license or penalty or the penal provisions applicable to any violation thereof. The provisions of this ordinance,insofar as they are substantially the same as ordinance provisions previously adopted by the City relating to the same subject matter, shall be construed as restatements and continuations, and not as new enactments. THE FOREGOING ORDINANCE was introduced at a regular meeting of the City Council of the City of Anaheim held on the 19th day of July , 2011, and thereafter passed and adopted at a regular meeting of said City Council held on the 16th day of Auca,st , 2011, by the following roll call vote: AYES: Mayor Tait, Council Members Sidhu, Eastman, Gallaway and Murray NOES: None ABSENT: None ABSTAIN: None CITY OF ANAHEIM c�t G � By: MA OR OF THE CITY OF ANAHEIM ATTES : A /AS( ( L► CITY RK OF THE CITY OF • NAHEIM 84108.v 1(MGordon -4- Exhibit A-1: Amended Application ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network APPLICANT: Anaheim Transportation Network 1280 South Anaheim Blvd. Anaheim,CA 92805 CONTACT: Diana Kotler—Application submittal and contact Executive Director,Anaheim Transportation Network 1280 South Anaheim Blvd. Anaheim,CA 92805 (714) 563-5287 dkotler@atnetwork.org CORPORATE STATUS: The Anaheim Transportation Network is a California Non-profit 501(c)4 Corporation, formed on September 28, 1995. Copies of our Articles of Incorporation and by laws are provided as Attachments A and B. COLLECTIVE BARGAINING AGREEMENTS: Neither The Anaheim Transportation Network (ATN), nor its contractor, MV Transportation, Inc. (MV) does not currently have collective bargaining agreements with labor organizations. PROPOSER EXPERIENCE The ATN is a private non-profit transportation management association governed by a Board of Directors comprised of 13 individuals who represent business interests of its constituency including The Walt Disney Company, the City of Anaheim, and the Anaheim/Orange County Visitor & Convention Bureau. The ATN was formed 16 years ago for the sole purpose of providing a uniform, comprehensive transportation system. ATN administers Anaheim Resort Transit(ART) service with governance from the Board of Directors and all participating business interests. The AIN is governed by the Brown Act and California Political Reform Act. The ATN's long track record of contract performance demonstrates a thorough understanding of the management, operational and fiscal policies necessary for the provision of a comprehensive transportation system in the City of Anaheim. The ATN began to provide ART service for community in May 2002. The ART service meets all ADA standards,as well as the applicable air quality and traffic circulation requirements. In April 2004, the City of Anaheim awarded the ATN a franchise for the operation of the ART system. The ATN's professional management team is led by Executive Director, Diana Kotler, who has 16 years of experience in transportation management. Transit Operations Manager Lita Aguilar brings over 10 years of transit experience to the ATN. The ATN Board of Directors provides a diverse and experienced guiding hand to the ATN, ensuring that all needs of the Anaheim business community and constituency are met on a consistent basis. Please see Attachment C for Executive Director's resume and Attachment D for a listing of the ATN Board of Directors. 1 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network FINANCIAL STABILITY The ATN is providing two(2)years of audited financial statements as Attachment E. In addition,TABLE 1 — ANAHEIM RESORT TRANSIT PERFORMANCE INDICATORS is provided below. The ATN is not party to any pending litigations,fines or enforcement proceedings by other cities, public or private entities nor is the ATN involved in any bankruptcy filings. t� ¢ TABLE 1 --ANAHEIM RESORT TRANSIT PERFORMANCE INDICATORS y� 11 I. t r 74 !7,,':- :.'',;. ::-..a7 ‘...-;,',274,',:.'" r. .a, a f y'1, .iL�yyF.. • ,-.�T .ry. ) ',�'i?+' ^•eY'4 I -! ?A. Category/Fiscal Year FY 2006/07 FY 2007/08 FY 2008/09 FY 2009/10 FY 2010/11 Actual Actual Actual Actual Number of Routes I 14 14 14 16 I 16 gr.$:.Th Fleet Composition E-Bus --Electric 10 10 10 10 10 El Dorado--Propane 9 9 8 8 8 Double K--Propane 3 3 3 0 0 Double K--Diesel 5 5 0 0 0 Molly Trolley--Propane 4 4 4 0 0 Molly Trolley--Diesel 4 4 4 0 0 Blue Bird--Diesel 2 2 2 0 0 New Flyer—Diesel 0 0 0 26 0 E 350 Ford--Diesel* 0 0 0 10 5 NABI--Liquefied Natural Gas 0 0 0 0 35 El Dorado--Propane(delivery Apr.10) 0 0 0 0 9 New Flyer--Diesel to Electric retrofit 0 0 0 0 1 E 450 Ford--Diesel to Electric retrofit 0 0 0 0 1 Total Fleet 37 31 ' , _. _ _i-37 --• i .c :;. 54 'x 3 69 Annual Ridership I 3.2 million J 3.1 million 3.6 million J, 3.8 million 3.9 million ::,14 2...'„;. .:.;.';'ii .,.._ ._ _ ....;Y:f ... ,-.Air. I ... 1.; ' .: _ . Annual Budget Revenue $6,315,335 $6,724,425 $7,344,180 $8,618,566 $10,567,120 Expenses $6,222,014 $7,102,127 $7,302,301 $8,158,519 $9,967,186 Excess(Deficit)Revenue $ 93,321 $(377,702) $ 41,879 $ 460,047 $ 599,934 Reserves $ 21,890 $ 22,145 $ 23,156 $ 224,155 $ 491,346 *Contingency buses--Federal Transit Administration requirement for emergency purposes. Less than 2,500 miles/year 2 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network FRANCHISE RENEWAL REQUEST—EXECUTIVE SUMMARY: I. Background The Anaheim Transportation Network (ATN) was incorporated as a non-profit California 501(c)4 Corporation in September of 1995, with the City of Anaheim being one of the 12 founding members. The ATN, a transportation management association, was created specifically to facilitate transportation in Anaheim with a distinct focus on the creation of a clean fuel shuttle system to serve transportation needs of The Anaheim ResortTM. Additionally, the ATN was established in support of the Anaheim Resort Specific Plan to mitigate traffic congestion and air quality impacts (mitigation measures 3.3-4, 3.3-8,and 3.4-1). Presently, the ATN is governed by a 13-member Board of Directors representing a wide range of Anaheim business interests. Current ATN Board of Directors roster is provided as Attachment D. After several years of organizational development, the ATN began active work on the creation of the transit system. These efforts were led by the hospitality community designed to clarify the community's transportation needs and expectations. During this time, the ATN and the City of Anaheim worked cooperatively to obtain funding to capitalize the initial fleet and develop ongoing operational and institutional structures. In the fall of 2000,the ATN began a competitive procurement process to select a transportation service provider for the Anaheim Resort Transit (ART) system. Pacific Coast Sightseeing/Coach USA was selected in the spring of 2001 as ART operator. Coach USA was under contract to the ATN to provide turn-key transportation services through July 2009, at which time the ATN changed its contractor and entered into a new contractual relationship with MV Transportation, Inc. In July 2009,ATN also moved its office location from 2001 S. Manchester Avenue to 1280 S.Anaheim Boulevard,Anaheim. By early spring of 2001,$8.2 million had been raised in capital and planning funding, including$2 million in funding from the Anaheim Public Utility's competitive Advantage Anaheim program. Fleet acquisition was completed and the initial 27 clean fuel buses were ready for service. The initial fleet composition included: ✓ Ten(10)electric 22-foot buses ✓ Two(2)electric trams for the Anaheim Convention Center ✓ Fifteen (15)buses provided by Coach USA Since the initial implementation of the ART system, the fleet dedicated to ART service more than doubled in size and important relationships have been created with OCTA to stimulate and support regional cooperation. The current ART fleet consists of sixty four (64) buses as depicted in TABLE 2 — ART FLEET. 3 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network TABLE 2-ART FLEET � I Manufacturer Fuel Type Model Year/ Bus Size Seating/ FTA Required Number of Year Deployed Standing Vehicle Life Buses in in Service Capacity (in years) Fleet NAB; Liquefied Natural 2002 40-ft 39/18 ! 12 35 Gas El Dorado Liquefied 2006 32-ft 28/14 7 8 National Propane Gas E-Bus Electric 2002 22-ft 22-10 ! 7 10 • i f New Flyer Electric 2001 40-ft j 39/18 12 1 Demonstration Project Retrofit '• E 450 Ford Electric 2001 22-ft i 22-10 7 1 Demonstration Project Retrofit El Dorado Liquefied 2011(Slated for 32-ft j 28/14 i 7 9 National Propane Gas delivery in April) On May 15, 2001, the City of Anaheim executed an agreement with the ATN to create and administer the clean fuel transit system on behalf of the City of Anaheim. Under the terms of this contract, the ATN leased 12 clean fuel buses from the City. Throughout 2001, the ATN worked with the hospitality community to finalize ongoing operation and maintenance funding for the ART system. On May 24, 2002, ART service began in the Anaheim Resort with 8 routes, 27 vehicles, and contracts to serve 51 lodging establishments in The Anaheim ResortTM. Currently, ART service is provided to 62 lodging establishments and eight(8)destination locations. Since its initial debut for the summer 2002 season, the ART service continued to expand and improve. TABLE 3 -- BACKGROUND/ACCOMPLISHMENTS represents a synopsis of the accomplishments since the inaugural year. 4 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network TABLE 3-BACKGROUND/ACCOMPLISHMENTS YEAR ACCOMPLISHMENT DESCRIPTION May 2002 ART Service Commences ART service begins with eight (8) routes in time for the 2002 summer season April 2004 Franchise Award ATN is awarded a non-exclusive franchise for operation of ART service in the City of Anaheim May 2005 Service expansion to fifteen(15)routes ART service expands to the cities of Garden Grove and Orange to include additional lodging establishments, The Block at Orange and Crystal Cathedral ATN submits a request to Federal Transit Administration for a January 2006 National Transit Database Request National Transit Database (NTD) ID number to receive federal funding for capital purchases September 2006 Fleet Expansion Nine(9)new buses added to the ART fleet July 2007 National Transit Database Approval ATN receives approval from the Federal Transit Administration and is issued a National Transit Database(NTD)ID number. ART service approved for federal funding and designated as a public transit system October 2007 ITS Improvements Electronic fare collection, GPS, automated passenger counting and voice annunciation systems deployed. Six (6) new ticket vending machines installed at primary locations June 2008 Service to Anaheim Train Station& Service to Anaheim Train Station, Angel Stadium and Honda Angel Stadium Center commences July 2009 Change in Operating Structure ATN and MV Transportation, Inc. begin contractual relationship. ATN moves to a new office location and assumes control of all ART operating responsibilities March 2010 ART service doubles ATN enters into a public private partnership with Disneyland Resort and OCTA to provide parking transportation services September 2010 Grant Funding Award FTA awards to the ATN$3.8 million toward 20 new CNG buses November 2010 ATN Board of Directors ATN Board of Directors directs staff to work with the City of Visioning Session Anaheim and OCTA to develop strategies for service delivery for ARTIC opening and connectivity, as well as establishment of institutional structure for ARC and other transportation services in Anaheim January 2011 TEXT&GO--Text for next bus deployed New customer service feature introduced to allow passenger to text arrival time of the next ART bus April 2011 Nine(9)new buses Nine(9)new buses to be delivered to enhance ART fleet. Paid with NTD funds awarded to the ATN since 2007 5 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network II. Franchise Renewal Request A. Justification of Request The Anaheim Transportation Network (ATN) is seeking renewal of the Franchise from the City of Anaheim (Ordinance 5911 — Attachment F), under the terms of City Charter Article XIV and Chapter 1.02 Franchises of the Anaheim Municipal Code to: 1. Maintain The Anaheim Resort standards of transportation services and to preserve the City of Anaheim's and community's infrastructure investment. 2. Comply with traffic and air quality mitigation measures as prescribed in the Anaheim Resort, the Disneyland Resort and the Hotel Circle Specific Plans and the Platinum Triangle Master Land Use Plan to sustain and maintain standards of service to mitigate adverse traffic and air quality impacts, duplication of services and improve efficiency on the streets of The Anaheim Resort and the Platinum Triangle. 3. Conform to the requirements of the Anaheim City Charter, Article XIV and Anaheim Municipal Code Chapter 1.02 to possess a valid franchise of transportation services. B. Type of Franchise The ATN is seeking a renewal of its non-exclusive franchise (Ordinance No. 5911) for the operation of public transit services in Anaheim. The ATN requests that the franchise renewal be awarded to the ATN, as the responsible administrative entity for the Anaheim Resort Transit (ART)service. The ATN respectfully requests that should any future franchises be granted for transportation services in The Anaheim ResortTM,the award would include performance standards equivalent to the ART service. C. Renewal Term In accordance with Section 3 of Ordinance 5911, the ATN requests a seven-year extension for the term of May 27, 2011 through May 26, 2018, with the ability to request extensions of time in one year increments subject to the City Manager's approval upon a finding that the ATN has demonstrated compliance with the franchise requirements during the initial seven year period and each subsequent one-year extension. D. Service Territory The ATN requests that the territory,as specified in Section 1 of Ordinance 5911 be as follows: "...within The Anaheim Resort, the Platinum Triangle (including the Hondo Center, the Angel Stadium of Anaheim and surrounding areas), areas covered by the Anaheim Tourism Improvement District(ATID), the downtown Anaheim and such other areas as designated by the 6 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network City Manager provided that a minimum of 98% of the annual vehicle trip miles shall be within the City of Anaheim." E. Vehicle Specifications The ATN currently leases and/or owns 64 clean fuel buses(excluding five (5)busses that the ATN is required to own for contingency purposes)for the operation of ART system. A complete fleet list is provided in Table 2 on Page 4 of this document. Procurement of additional 20 new buses shall commence within 60 to 90 days to facilitate future transportation needs of the City of Anaheim and city initiated transportation projects. All buses deployed by the ATN in the ART service are clean/alternative fuel, meeting applicable California Air Resource Board's regulations. All future buses used in any and all transportation services will continue to be clean/alternative fuel. III. Franchise Service Standards The standards for transportation service excellence initiated by the ATN Board of Directors in governance of the ART system during its initial nine(9)years of service are the backbone of our renewal request. Through the years of transportation service provision, the ATN successfully raised the bar for transportation services and will continue to operate based on the standards incorporated into franchise requirements. The initial operating standards were intentionally self-set by the ATN to ensure the highest level of service for the community. These standards will continue to be incorporated in the contractual arrangements to emphasize consistency and uniformity. Below is a list of the initial operational standards(in italics)and a discussion of how these standards have been addressed and updated. A. Initial and Updated Operational Standards 1. Service Area — Franchisee shall provide service to all Event Centers in The Anaheim Resort TM. ART service is provided for the following event centers: • Anaheim Convention Center • Disneyland Resort • Anaheim Stadium/Anaheim Train Station • Honda Center • The Block at Orange • Crystal Cathedral • Anaheim Garden Walk • Battle of the Dance The latest edition of the ART system map is provided as Exhibit 1. ART system map is published in May and October of each year. 7 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network 2. Hours and Frequency of Service—Franchisee shall provide service to Event Centers in The Anaheim Resort rmbeginning one hour before Event Centers open and end the service no earlier than 30 minutes after Event Centers close. ART service has expanded beyond the original requirement to accommodate Early Entry schedule for Disneyland Resort. Every Tuesday, Thursday, Saturday and Sunday,ART service begins one hour prior to the Early Entry to accommodate passenger demand to the destinations. With the opening of the World of Color, ART service now operates one hour after Disneyland Resort closing to allow passengers ample time to fully enjoy their visit at our destinations. ART schedules are released weekly based on the operating hours of the local destinations. Schedules are distributed to all participating establishments and are posted on the website at www.rideart.org. A sample ART schedule is provided as Exhibit 2. 3. Service shall be provided no less frequently than 10 minutes during peak times and 30 minutes during off-peak times. Since ART service started in 2002, operating schedule fluctuated to meet passenger demand for service. In 2004, upon consultation with the lodging community, and in an effort to simplify ART schedule, service frequency was changed to 20-minute headways throughout the day regardless of seasonality or time of day. Since 2004, ART successfully operates on approximately 20-minute headway schedule and will continue to provide this level of service. This operating head- way schedule exceeds the requirement set by the Ordinance and the applicable Exhibit"B". Since the ATN self-imposed this operating requirement, above what is required by the Exhibit B, and since the change in the operating methodology did not exceed City-imposed requirement,this service change was approved by the ATN Board. 4. On-Time Performance - Franchisee shall maintain at least 95% on-time performance. Missed trips will be defined as documented wait times exceeding the posted frequency with the exception of unavoidable unusual traffic delays or other unforeseen operational challenges. Upon initiation of service, limited ability existed to track schedule adherence and on-time performance. In 2007, the ATN installed Global Position System (GPS)on all ART buses to accomplish several objectives: 8 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network ■ Voice annunciation feature to provide on-board notifications to the passengers regarding upcoming stops, destination locations, operating hours and other pertinent service information; • Compliance with the ADA requirements for visually and hearing impaired passengers;and • Monitor bus operators to schedule adherence An additional system was deployed in ART service in mid-2010 to allow enhanced schedule adherence and dispatching functions, as well as allows passengers to "text"to their mobile devices actual and planned bus arrival times. Through the installation of the "Text & Go" system, the ATN is able to provide valuable informational tools to the road supervisors and traveling public. Based on the performance indicators tracked by the ATN to monitor the level of service, ART service experiences 79 complaints per 100,000 trips, further indicating the outstanding level of service provided to the community and traveling public. On time performance tracking—Exhibit 3 5. Capacity Management — Franchisee shall demonstrate the ability to handle peak demand periods up to 20%over typical monthly ridership statistics. ART operations vary daily based on a number of factors such as: • Leisure vs.convention travel • Destinations'operating schedules • Occupancy at the lodging establishments • Weather conditions,etc. To ensure a consistent, yet financially constrained, service level, the ATN develops operating scenarios for ART service every six weeks. Weekly adjustments to the schedule and vehicle deployment are done to further fine- tune operational needs and ascertain that sufficient number of buses is provided. The ATN gathers demand forecasts from a variety of sources to develop its operating schedules. Confidential information is provided by the theme parks, convention groups and lodging establishments to determine projected passenger demand. Based on the past six (6) years of ridership reports and analysis, ART service carries, on a daily basis, approximately 10 percent of the destinations'attendance. Additionally, to take into consideration daily fluctuations in the demand for service, ATN schedules at minimum two (2) and as much as eight (8) floater buses to accommodate daily peak operating times,which typically are the first 9 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network three (3) to four (4) hours from the destinations' opening times and the last three (3) to four (4) hours prior to closing. Assigned floater buses are designed to"float"and assist with excess passenger demands. 6. Complaint Resolution — Franchisee must have in place a complaint procedure that includes a log of all complaints received, date and time of complaint, response, date and time of response,results of investigation, action taken,and any written communications. All complaints received in writing must be responded to in writing within five(5)business days with at minimum an acknowledgement of complaint, complaint status, and expected time to resolve. All complaints received by telephone must be logged. The ATN receives passenger input from a range of sources. Most commonly used communications methods are: • On-Board Comment Cards • On-Line Hot Line • Passenger feedback with a booking agency, i.e. Walt Disney Travel, Expedia, etc • Telephone calls from lodging establishments and/or passengers All passenger complaints and/or commendations are tracked electronically — Exhibit 4. Responses to uncomplicated complaints and commendations are provided within five (5) days in a form of a letter, e-mail and/or direct phone call. However,some issues require a more thorough response. Issues involving safety, potential injuries, investigation of the driver actions, potential litigation, etc. require additional time. Some complaints need thorough investigative process and due diligence. For these types of complaints, the ATN responds in writing, within ten (10) days of the receipt of a complaint, to acknowledge that the complaint has been received. All complaints are addressed with the contractor for corrective action,as well as to focus on driver related issues and, if necessary, take appropriate counseling and/or disciplinary actions. The ATN reserves the right to remove a driver from service if three (3) complaints are received from the passengers. In the nine- year history,only four(4)drivers were terminated from service as a direct result of passenger inquiries. B. Environmental Standards 1. Clean fuel vehicles—Franchisee must meet the intent of the mitigation measures in The Anaheim Resort Specific Plan and operate clean fuel vehicles. Clean fuel is defined as electric, propane (LPG), liquefied natural gas (LNG), compressed natural gas (CNG), or fuel cell vehicles. The ART fleet is comprised entirely of alternative fuel buses as depicted in TABLE 2 —ART FLEET on Page 4. The ATN Board of Directors is committed to continue to meet this requirement as evident by the efforts to lease 35 LNG buses from 10 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network OCTA, continued preservation of electric fleet, procurement of nine (9) new LPG buses and submission and receipt of grant funds for 20 additional new CNG buses from the FTA's State of Good Repair and Clean Fuels programs. 2. Fueling—Franchisee must demonstrate ability to obtain clean fuel resources ART fueling facilities are available at the ATN and OCTA maintenance facilities. Electric charging facilities for electric buses were moved from the previous to the new facility. A new propane public access fueling station, under a long-term contract with Expo Propane, was installed at the ATN facility. OCTA contract provides full access to the LNG fueling station. The ATN also began a new grant request for funding and future construction of a new CNG public access fueling station to accommodate 20 new CNG buses. To ensure portability of the fueling infrastructure, since the ATN is not sure of the duration of time the Anaheim Redevelopment Agency would continue the lease at 1280 S.Anaheim Boulevard location, all fueling stations are designed to allow for portability should the ATN need to relocate from its current location. 3. Traffic Mitigation — Franchisee shall use a fare structure that encourages use of the transit system. The ART system's fare structure had to evolve, like the rest of the service. Since ART system is unique to Anaheim in its institutional structure and receives no public operating assistance, the ATN could not receive guidance from any other transit agency nationwide.The ATN had to rely on a trial and error approach to determine its fare system. The historic look at the ART fare system is provided in TABLE 4--ART FARE STRUCTURE. The general principle used for the determination of the fare structure may sound simplistic, but this method proved to be accurate. The daily cost of ART service for a family of four, with two adults and two children, should be below the cost of daily parking at the Disneyland Resort's parking facilities. TABLE 4—ART FARE STRUCTURE TIME FRAME Passengers Hospitality Community 05/2002—02/2003 $2.00 all day unlimited use day pass No charge 03/2003—12/2005 $3.00 all day unlimited use day pass $.48/room/day 01/2006—04/2008 $3.00 all day unlimited use day adult pass $.48/room/day $1.00 all day unlimited use day child pass ages 3 to 9 05/2008—Present $4.00 all day unlimited use day adult pass $.48/room/day $1.00 all day unlimited use day child pass ages 3 to 9 11 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network The entire ART Fare Matrix is provided as an Attachment G. The ATN also established pre-arrival and post-arrival ART pass distribution systems. On the pre-arrival basis, the ATN has contractual relationships with the following entities for the pre-sale of ART passes: 1.Walt Disney Travel Company 2.Alaska Airlines 3. Mark Travel 4.Travel Connection 5.Get-Away Travel 6.West Jet 7. Expedia 8.Travelocity 9.ARES--Anaheim/Orange County Visitor and Convention Bureau To facilitate post-arrival transactions, ART passes can be purchased at all hospitality establishments,Anaheim Convention Center Concierge Booth,and at 13 Ticket Vending Machine(TVM) locations. All ART buses are equipment with GFI/GenFare validating fareboxes. Passes are validated upon boarding. Passengers without a valid ART pass may pay cash fare for a one-way trip. The fare structure is designed to encourage a purchase of the ART unlimited use day pass. 4. Communications - The Franchisee shall provide and install a radio communications system that will allow for timely and efficient dispatching, coordinating, and responding to necessary service calls. Each bus, as well as each administrative vehicle, shall have a receiver/transmitter installed and operational. In addition, hand-held mobile units shall be provided for all supervisors and other personnel, as needed. A two-way communication system is provided by the ATN. All buses are equipped with two-way three-channel radios to maintain continuous communications with the dispatch office. In addition, all supervisors are assigned Nextel cell phones and lap top computers, with Wi-Fi capabilities, to track ART performance, report problems and provide dispatch notes for continuum of operation. Electronic record keeping methods have been instituted to provide for more eco-friendly operations. All buses are equipped with validating fareboxes to assist with fare collection and ridership monitoring. In addition, approximately 50 percent of the fleet is equipped with the Automated Passenger Counting (ACP) system to validate ridership counts(FTA, for validation purposes, requires that only 10 percent of the fleet be equipped with the APC system). For reporting and schedule adherence purposes, Text & Go software and equipment provides additional dispatch functionality to track fleet and report system's adherence to the operating schedule. 12 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network ATN complies with all FTA and OCTA sub-recipient reporting requirements. Annual reports to the FTA's NTD Program have been submitted since 2007 and have been accepted by the NTD staff with only minor requests for clarifications. ATN staff believes that computer generated reports provide important system specific metrics, but computerized reports cannot replace communications with a "personal" touch, especially in a resort-oriented transportation system. Therefore,the ATN maintains dedicated staff to monitor performance standards as well as customer service aspects of the system. Ten (10) PTE Mystery Shoppers are employed by the ATN to ascertain customer services parameters and performance. Approximately once a week during off-season months and three to four times per week during peak operating months, teams of Mystery Shoppers "shop" the system evaluating areas varying from driver performance, vehicle cleanliness, ADA compliance, voice annunciation, fare collection practices,Text&Go accuracy,etc. To ensure full customer service satisfaction, every weekend during off-peak months and every day during peak periods, the ATN employs Red Coat staff from the Anaheim/Orange County Visitor and Convention Bureau to monitor and assist at the Disney's East Esplanade. Teams of Red Coats work at the East Esplanade from 8 pm until close and assist with crowd control, queuing, fare collection and other general customer service functions. Red Coat supervisor reports to the ATN staff any irregularities and/or problems that were encountered in the field for immediate ramification. C. Vehicle Standards 1. Vehicle appearance — Franchisee shall ensure that all vehicles will be decorated with a common theme that matches aesthetic design schemes of The Anaheim Resort. All painted surfaces shall be in good condition. Normal wear and tear to the finish is to be expected,but paint is to be maintained at a high level of finish throughout the franchise period in order to present the best possible image to the public. All painted surfaces shall be free from graffiti and scratches, and there shall be no perceivable difference in gloss or shades of individual colors. It shall be the responsibility of the Franchisee to assume all costs associated with painting the vehicles to these standards in regard to fading or discoloration from wear and tear. The vehicle appearance standards and the associated vehicle wrap program fall into two distinct categories: A. Generic Wrap Program (Generic Route Service) — Samples of the generic ART bus wrap program are provided in Attachment H, pages 1 -3. Buses dedicated to the Generic Route Service shall have a unified look to ease service recognition for the passengers. Advertisements shall be placed in the designated locations of the dedicated fleet buses (approximately 2/3 of the bus service area), with the remaining front 1/3 of the bus service area dedicated to ART branding. Advertising program shall be approved by the ATN Board of Directors.To assist passenger with the way finding 13 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network functionality, LED bus signs shall indicate specific ART route(s), destination(s)and service name(s). B. Destination Wrap Program (Specialized Route Service) — This program promotes specific routes within the Anaheim Resort District, i.e. Route 17 (Toy Story Service to the theme parks) and point to point routes serving specific destinations such as the Disneyland Resort, Battle of the Dance and train stations. Buses providing service to the conventions, the advertising shall be removed upon completion of the convention. ART logo placement shall incorporate the overall wrap design,as demonstrated in Attachment H, pages 4-8. In addition, to assist passenger with the way finding functionality, LED bus signs shall indicate specific ART route(s), destination(s)and service name(s)as depicted in Attachment H, pages 1-2. For the purposes of defining allowable advertising partners the ATN shall use the definitions from the ATN Articles of Incorporation and By-laws to further define advertising eligibility. The ATN stakeholders and local destinations definitions shall be derived from and as follows: ATN Articles of Incorporation: ATN Stakeholders and local destinations shall be defined using designation from the ATN Articles of the Incorporation, which states "The membership of this corporation shall consist of the municipal government of the City of Anaheim and other public agencies, and employers and event centers within the ARA and the SBC area of the City of Anaheim. Voting members,each of whom shall have one vote, shall be owners of hotels, motels and event centers, and other employers, whose places of business are located in the City of Anaheim." ATN By-Laws Voting Members: ATN Stakeholders and local destinations shall be a member of the ATN in good standing and fall into the ATN Voting Member category as stated in the ATN by-law "Every hotel or motel, events center, and employer having a fixed place of business in the ATN service area shall be eligible for membership as a Voting Member." 2. Maintenance— Through a Preventive Maintenance program, the Franchisee shall cause all components of each vehicle including its body,frame, furnishing, mechanical, electric, and hydraulic or other operating systems to be maintained in proper working condition free from damage and malfunction. The Franchisee shall be responsible for keeping a vehicle file by vehicle number, documenting all vehicle maintenance to include Preventive Maintenance, scheduled maintenance and inspections, parts usage, unscheduled maintenance, energy usage, and labor expended on each vehicle. The Franchisee is responsible for keeping the vehicle file current. The Franchisee shall be responsible to ensure that a vehicle defect report is completed daily by the driver on each vehicle prior to daily service. Any significant vehicle damage caused in any accident or otherwise shall require the Franchisee to immediately repair such damage, which is determined to impair safe mechanical operation of the vehicle. A detailed description of the requirements for ART services was agreed upon between the ATN and its contractor. Specific requirements are included as part 14 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network of the master agreement between MV and ATN and are provided as an Attachment I. In addition the ATN is including a copy of the agreement between the ATN and OCTA for maintenance service for the LNG bus fleet which is leased by the ATN from OCTA under a turn-key maintenance agreement from the Garden Grove bus base--Attachment I. The ATN is proud of its ability to work with its contractors to ensure safe operation of the ART service. The highest service and maintenance standards are required of the contractor. Daily pre-trip and post-trip inspections by ATN road supervisors monitor contractor's adherence to the maintenance protocol. Buses deemed unsafe for operations are not allowed into service until such time as adequate repairs were made. The ATN employs an on-call inspector to provide additional professional guidance and oversight of the contractor's maintenance program. In addition, the ATN staff participated in the annual facility and equipment inspections conducted by the California Highway Patrol (CHP). Since the inception of ART service,all CHP inspections have been satisfactory in regards to meeting and exceeding maintenance yard, facility and equipment safety standards. Detailed PM program is provided in Exhibit 5--Scope of Work. 4. Cleanliness- The Franchisee shall cause, on a scheduled basis, each vehicle to be maintained in a clean condition throughout, both interior and exterior. The Franchisee shall ensure the cleanliness of each vehicle prior to the commencement of each service day. The exterior of each vehicle shall be kept clean form road dust, mud, tar, grime, and graffiti. The vehicle exteriors shall be washed daily when in service and within twenty-four(24) hours after each rainfall or any other condition affecting vehicles exterior appearance. The interior of each vehicle will be thoroughly cleaned daily. This complete cleaning shall include, but not be limited to, ceiling, walls, area behind the seats,floors, driver area, ancillary equipment, and windows. Seats should be cleaned regularly and marks and stains removed promptly. Seats that are worn, excessively stained, or torn must be repaired or replaced. The interior shall be maintained free from any vermin at all times. The Franchisee is expressly prohibited from using any vermin control products or application procedure for such project that would be hazardous to the health and well being of the passengers and driver of such vehicle. The interior passenger compartment of each vehicle shall be free of noxious odors from cleaning product and vermin control products. We strongly believe that first impressions make or break the overall perception of service;therefore,fleet cleanliness is treated with the outmost importance. All buses in the ART fleet are cleaned internally on a daily basis. External bus wash and detailing is done weekly,or more frequently pending adverse weather conditions. 15 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network Vehicle cleanliness requirements are outlined in Exhibit 5--Scope of Work 5. Graffiti- The Franchisee shall remove all graffiti from the vehicle as soon as it is found. No vehicle shall start revenue service with graffiti on any surface of the vehicle. If graffiti is etched or scratched into glass or insert, that glass or insert must be repaired or replaced before the vehicle is placed back into revenue service. Any vehicle with graffiti is not allowed in service. Should graffiti be discovered while in service,the bus will be immediately removed from service. Any and all appearance of graffiti is not tolerated. Graffiti removal program is outlined in Exhibit 5--Scope of Work 6. Non-discrimination and ADA compliance - All vehicles in the public transit fleet must be accessible to individuals with disabilities meeting all applicable federal requirements issues by the US Department of Transportation and US Department of Justice. All vehicles must be outfitted with internal electric signs and an audio system to visually display all stop names and to orally identify all stops. All vehicles must be outfitted with external electric signage on the front and curb side to identify route and destination. Each vehicle in the ART fleet is wheelchair accessible. Visual and audible stop annunciation equipment is provided on all buses through integration of the GPS, voice annunciation system and external and internal LED stop signage. The ATN is also fully compliant with Title VI of the Civil Rights Act of 1964 and corresponding Federal Transit Administration (FTA) Circular 4702.1A, which warrant that no person in the United States is subject to discrimination under any program or activity receiving federal financial assistance on the grounds of race,color or nation of origin. D. Personnel Standards 1. Qualifications —All drivers will maintain a current California Class A or Class B commercial driver's license with both air brake and passenger endorsements, and maintain a current Medical Examiner's Certificate(DL 51); will conduct daily pre-trip and post trip vehicle safety inspections; and will complete annual refresher training on safety procedures and ADA procedures. All contractor personnel must meet standards established by the US Department of Transportation and Federal Transit Administration. A comprehensive driver training program is established to include classroom and behind the wheel training programs. All new drivers (without previous driving experience) are required to undergo a 14-day training course,which includes classroom and behind the wheel training. All drivers who are new to ART, but who possess previous driving experience, are required to take a 3-day training course. 16 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network ADA training includes topics dealing with the securement procedures, general overview of the ADA requirements,service animals,and empathy training. All training includes ART specific information to ensure exemplary customer service expected of all ART drivers. Road supervisors and dispatchers are required to undergo the same training requirements. To promote and encourage safety and responsive operations, the ATN is a member of the National Safety Council program. The National Safety Council program is a self- administered program designed to help promote prevention of injuries and overall safety. Recognition is provided based on collective safety achievements and implementation of effective safety policies and procedures. ATN selects "driver of the month" and "driver of the year" employees based on safety,attendance and customer service. Driver requirements are outlined in Attachment I--Scope of Work. 2. Appearance-All drivers will be neatly groomed and outfitted in an official uniform, including name tag. All drivers must report to the Dispatcher before starting their shift and at the end of their shift, to ensure that all appearance and uniform standards are met. ART operator appearance standards are consistent with the Disneyland Resort's appearance standards(Attachment J)for complete dress code standards. 3. Dispatch and Supervision - Drivers will be supervised. Field Supervisors will be physically present in The Anaheim Resort during 100%of operating hours to monitor and ensure driver quality and performance of smooth operation of all Anaheim Resort Transit service routes. ATN assumed all supervisory functions effective April 2010. Fifteen (15) supervisory positions are employed by the ATN to provide full coverage. Supervisors and dispatchers positions are staffed on a 24-hour basis during peak times and on an 18-hour basis during non-peak. At minimum, three (3) supervisors are on duty at any given time. Two (2) supervisors are typically in the field observing ART operations and one (1) supervisor is in a dispatch office to provide radio coverage. All supervisors are required to possess a commercial driver's license and assist with service,should it be necessary. In addition, on each shift two (2) Lead Driver positions provide further oversight during driver check-in/check-out and pre-and post-trip processes. Lead Drivers are chosen based on their customer service skills, attendance and safety records. These positions are indented to provide leadership in the field. 17 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network In summary, ATN's mission is to enhance transportation options by delivering reliable and efficient transportation solutions. Our commitment to customers consists of integrity, customer service, can-do spirit, communication and partnerships.ATN's members include businesses in-and-around The Anaheim Resort District and its Board of Directors includes members and ex-officio members from the City of Anaheim and the Anaheim Chamber of Commerce. Formed in 1995 as part of the expansion of The Anaheim Resort District, the ATN improves mobility and air quality throughout the cities of Anaheim, Garden Grove and Orange. D Driver requirements are outlined in Attachment I--Scope of Work. E. Operational Standards 1. Dispatch—Franchisee shall ensure that dispatch is available during all hours of operation, to ensure safe and efficient service. ATN assumed operations of all dispatch and supervision functions. Dispatchers report for duty one hour prior to the arrival of drivers. Once drivers left the yard,one dispatcher stays in the office to maintain two-way radio communications,while two dispatcher work in the field to monitor driver performance and to address any and operational issues that may arise in the field. 2. Communications - The Franchisee shall provide and install a radio communications system that will allow for timely and efficient dispatching, coordinating, and responding to necessary service calls. The system may be of the Franchisee's choice, but must include the necessary performance elements of the system. Each bus, as well as each administrative vehicle, shall have a receiver/transmitter installed and operational. In addition, hand-held mobile units shall be provided for all street supervisors, vehicles with temporarily inoperative radios, Parking Operations Office at the Anaheim Convention Center, and other personnel, as needed. The radio system is to be used for operational purposes only. No advertising shall be permitted on the radio system. Vehicles will not be operated in resort service without a functioning radio in the vehicle. Franchisee shall at all times have operating hand-held radios or other communication devices available for distribution to drivers whose vehicle communication systems are inoperative. If a radio fails while in service, the driver shall notify the dispatcher by landline or through another driver, and a hand-held radio shall be dispatched to the driver without delay. All buses are equipped with a two-way radio to maintain constant contact with supervisory personnel. Hand-held radios are issued to the field dispatchers to facilitate operations. In addition,all dispatchers are issued a Nextel cell phone to maintain radio and/or cell phone communications. 3. Shared Use of Bus Pull-Out Locations - The Franchisee shall demonstrate understanding of the operational sensitivities of shared use bus pull-out locations and a plan to accommodate the multiple demands on these locations. 18 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network The ATN uses shared bus pull-out locations at the Main Transportation Center at Disneyland Resort (East Esplanade). Dedicated ART stops are assigned at the Main Transportation Center for all ART buses. Other shared bus pull-out locations are at the lodging establishments. Since ART's frequency and passenger load exceed all other transportation services, agreements with lodging establishment require a dedicated pick-up/drop-off location as a customer service accommodation. 4. Record keeping—Franchisee shall maintain records, in their original form, in accordance with the franchise requirements and in support of service provision, customer service, safety record, training,staffing, maintenance, and quarterly, monthly, and daily ridership statistical reports. Ridership reports shall include boarding and alightings at each stop. Such records shall be retained for a period of five (5)years after termination of the requested franchise if all other pending matters are closed. "Pending matters"include, but are not limited to, an audit, litigation, or other action involving the records. The ATN is required by FTA regulations, as part of the receipt of the federal Section 5307 and 5309 funds,to maintain operating records for seven (7)years. A computerized record keeping system (TransTrack) has been installed to track, record and report operational data. 5. Reporting — The Franchisee shall submit quarterly reports to the City of Anaheim with all required operating data and system documentation. Annual reports were called-out in the Exhibit B of the Franchise Ordinance. The ATN provided annual financial reports. The City of Anaheim and the ATN need to develop an annual report format, outlining areas of interest to the City for the reporting purposes. Even though such a report has not been developed, requested and/or submitted, going forward, ATN fully intends to submit an annual report. For the upcoming year, the ATN will provide to the City of Anaheim a copy of the annual report the agency submits to FTA on October 31St of each calendar year. Upon review and verification of data, FTA issues approval and/or disapproval of the report. ATN will forward the final report to the City of Anaheim upon receipt of the final approval from FTA. Based upon review of this report,the City of Anaheim Public Works Director will determine if this report format will be satisfactory for the annual report for this franchise agreement or if additional information is required. 6. Financial - The Franchisee shall maintain a system of internal fiscal control in accordance with generally accepted accounting practices. Internal fiscal control comprises the plan of organization and all of the coordinated methods and measures adopted within an organization to safeguard its assets, check the adequacy and the reliability of its accounting data, promote operating efficiency, assure adherence to prescribed management policies, and properly account for project income and expenses. 19 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network The ATN retains independent aro party auditors to provide annual financial reports to the Board of Directors. Upon approval of the audited financial statements by the ATN Board of Directors, a copy will be forwarded to the City of Anaheim Public Works Director. F. Monitoring Standards 1. Evaluation — Franchisee shall conduct an ongoing, thorough program of passenger satisfaction evaluation. The results of this evaluation shall be included in all required franchise reporting. The ATN retains staff to gather passenger input. The staff is provided by the Anaheim/Orange County Visitor and Convention Bureau (Red Coats). In addition, the ATN has an internal Mystery Shopper program designed specifically to monitor driver performance. The Red Coats work every weekend at the Main Transportation Center at Disneyland Resort during off-season time and every day during peak season. Mystery Shoppers are employed randomly approximately two to three days per week on four-hour shifts. A summary of this information shall be provided to the City on an annual basis along with the annual franchise report. 2. Audits - At any time during normal business hours and as often as the City may deem necessary and after reasonable notice, the Franchisee shall make available to the City for examination, all necessary records with regard to the service provision. The City shall have the authority to audit, examine, and make excerpts or transcripts from records, including all invoices, materials, payrolls, records of personnel, and other statistical data relating to all matters covered by the requested franchise. The ATN submitted audited financial statements to the City of Anaheim. Should the City need to inspect any and all records in regard to the ATN operations,ART service, etc., all records are maintained either on premises or at a secure storage location. G. Safety Standards 1. Farebox Operations—Franchisee shall establish fare control access control system for all services conducted under the terms of the requested franchise,for the safety of all passengers and vehicle operators. ART is a fare based system. Only approved and ATN-issued fare media is accepted aboard ART buses — no pass sales of any type are allowed on board. The ATN installed computerized,validating fare boxes on the entire fleet. Cash is accepted through a validated farebox, but drivers do not provide change. Fareboxes are equipped with a secure cash vault system. Cash collected in the fareboxes is emptied weekly by ATN personnel using a mobile vault system. 20 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network Cashless operations, as previously stated, are prohibited by the FTA. All public transit providers are required to accept cash fares for those members of the public who either do not have access to a location to purchase electronic pre- paid fare media or choose not to purchase a pre-paid fare media. H. Insurance-Franchisee must maintain auto insurance coverage levels of at least$25 Million per occurrence for all Resort Passenger Shuttling vehicles, and general liability insurance of at least$10 Million. ATN insurance coverage is annually provided to the City of Anaheim Operational Safety - The Franchisee shall have in place and at all times abide by a written Safety Program. The Franchisee's Safety Program shall at a minimum comply with applicable Federal regulations of the Occupational Health and Safety Administration, and any amendments thereto, as well as any other pertinent Federal, state, and/or local safety or environmental laws, codes, rules or regulations. The Franchisee shall ensure that regular and continuous formal safety instruction for all personnel assigned to perform any activities under the terms of the requested contract is provided and shall require them to attend regularly scheduled safety meetings at least four times per year of more frequently as required above. The ATN's current contractor, MV Public Transportation, Inc., provides a comprehensive driver safety training program. Required classroom style classes are conducted every other month for all ART drivers. Classes dealing with sexual harassment, drug and alcohol testing (reasonable suspicion) are conducted annually. In addition, driver "rodeo" safety training contests are done approximately every six months. Safety class curriculum is not stagnant,or pre-set. Curriculum is varied based on the safety issues that need to be addressed at a given time. A sample of the 2011 safety topics are provided below. Safety Meeting Month Date Topic January 1/22&1/25 Adverse Weather,Following Distance,Slips&Falls March 3/2&3/5 Wheelchair Securement, Fatigue Management,Wellness May 5/3&5/6 Backing,Intersections,ADA,BBP July 6/25&6/28 Advanced Driving Safety Principles, Right&Left Turns,Heat Safety,Back Safety September 8/27&8/30 Reference Points&Fixed Object, Bus Evacuations&Emergency Actions, Drug&Alcohol,Fire Safety November 11/1&11/5 LLLC,Adverse Weather,Flu Prevention 21 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network ATTACHMENTS A. Articles of Incorporation—Anaheim Transportation Network (ATN) B. Bylaws—ATN C. Executive Director Resume D. ATN Board of Directors E. Audited Financial Statements for FY 08/09 and FY 09/10 F. Current Franchise Ordinance 5911 G. ART Fare Matrix H. ART Bus Wrap Program I. Scope of Work—ATN/MV for ART Services J. ART Driver Appearance Standards EXHIBITS 1. ART SYSTEM MAP 2. SAMPLE WEEKLY ART SCHEDULE 3. ON-TIME TRACKING REPORT 4. COMPLAINT RECORD KEEPING/TRACKING 22 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network ATTACHMENT A Articles of Incorporations A RESOLUTION NO. 06-001 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM TRANSPORTATION NETWORK APPROVING AMENDMENTS TO ARTICLES OF INCORPORATION AND AUTHORIZING FILING OF CERTIFICATE OF AMENDMENT WHEREAS, the California Corporations Code requires each corporation upon its establishment to adopt Articles of Incorporation setting forth the governance of the corporation, and pursuant to California law the Anaheim Transportation Network ("ATN") did adopt and file with the California Secretary of State its original Articles of Incorporation in compliance with California law; and WHEREAS, California law permits the amendment of corporate Articles of Incorporation in the manner set forth in the corporation's Articles of Incorporation; and WHEREAS, the original Articles of Incorporation for ATN provide that the Articles of Incorporation may be amended by the vote or written assent of at least sixty- six and two-thirds percent (66-2/3%) of the total membership of the corporation and a majority of the Board of Directors; and WHEREAS, on April 27, 2006, a majority of the Board of Directors of ATN approved amendments to the Articles of Incorporation of ATN; and WHEREAS, on October 16, 2006, sixty-six and two-thirds percent of the total membership of ATN approved by vote or written assent amendments to the Articles of Incorporation of ATN; and WHEREAS, now the Board of Directors by this Resolution are reporting the results of the results of the election by ATN members in favor of aforementioned amendments to the Articles of Incorporation and authorizing the ATN Chairman and Secretary to cause to be filed with the California Secretary of State a Certificate of Amendment of Articles of Incorporation. NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE ANAHEIM TRANSPORTATION NETWORK DOES HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Certain proposed amendments to the Anaheim Transportation Network ("ATN") Articles of Incorporation, to read in its entirety as set forth in Attachment "A" of this Resolution, were put to all 99 members of the ATN, and said amendments were approved by vote or written assent by 67 and disapproved by 1, with 31 members casting no vote for or against the proposed amendments. Since 67.7 % of all ATN members approved the amendments by vote or written assent, which exceeds the required sixty-six 1006/001/24528 v3 RESOLUTION NUMBER 06-00I Page 2 and two-thirds percent to amend the ATN Articles of Incorporation, the proposed amendments arc deemed approved by the ATN membership. Section 2. On April 27, 2006, the Board of Directors of ATN approved the proposed amendments to the Articles of Incorporation. Section 3. The Board of Directors of ATN hereby finds and declares that all prerequisites for amendments to the ATN Articles of Incorporation have been met and, in accordance with State law and ATN governing documents, does authorize and order that the Chairman and Secretary of ATN shall cause to be filed with the California Secretary of State a Certificate of Amendment of Articles of Incorporation indicating such amendments. The Executive Director of ATN shall take all steps necessary to assist with updating ATN governing documents and other acts necessary to comply with the order set forth in this Resolution. ADOPTED, SIGNED and APPROVED this 15th day of November, 2006. Chairman Attest: Diana Kotler Executive Director STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. I, Diana Kotler, Executive Director of the Anaheim Transportation Network, DO HEREBY CERTIFY that the foregoing Resolution Number 06-001 was duly adopted by the Board of Directors of the Anaheim Transportation Network, a non-profit corporation, at a regular meeting of said Board on the 15` day of November, 2006, and that it was so adopted by the following vote: AYES: NOES: ABSENT: Diana Kotler Executive Director 1006/001/24528 v3 RESOLUTION NUMBER 06-001 Page 3 ATTACHMENT"A" RESTATED ARTICLES OF INCORPORATION OF ANAHEIM TRANSPORTATION NETWORK (2006) The name of this corporation is Anaheim Transportation Network. 2. (A) This Corporation is a nonprofit public benefit corporation and is not organized for the private gain of any person. It is organized under the nonprofit Public Benefit Corporation Law for public purposes. (B) The specific purpose of this corporation is to organize the collective actions of the public and private sectors to address he unique transportation and air quality issues of local employers, major even centers, and visitor-and convention- related businesses located throughout certain portions of the City of Anaheim, California known as the Anaheim Resort Area ("ARA") and Stadium Business Center ("SBC"); to facilitate a forum for the corporation's members and other interested persons to work together to develop workable transportation solutions; and to provide leadership to maximize access, enhance mobility, and assist with regulatory compliance, including environmental mitigation measures, all for the benefit of the corporation's members and the public who are visitors to, or are employed within, the ARA, and the SBC. (C) Notwithstanding any of the above statements of purposes and power, this corporation shall not, except to an insubstantial degree, engage in any activities or exercise any powers that arc not in furtherance of this specific purpose of this corporation. 3. The name and address in the State of California of this corporation's initial agent for service of process is: Ms. Kelly Vasquez, 100 S. Anaheim Boulevard, Suite 300,Anaheim, California 92805. 4. The property of this corporation is irrevocably dedicated to social welfare purposes, and no part of the net income or assets of this corporation shall ever inure to the benefit of any director, officer or member thereof or to the benefit of any private person. Upon the dissolution or winding up of the corporation, its assets remaining after payment or provision for payment,of al debts and liabilities of this corporation shall be distributed to a nonprofit fund, foundation or corporation which is organized and operated exclusively for social welfare purposes and which has established its tax exempt status under Section 501(c)(4) of the United State Internal Revenue Code. 1006/001/24528 v3 RESOLUTION NUMBER 06-001 Page 4 5. The membership of this corporation shall consist of the municipal government of the City of Anaheim and other public agencies, and employers and event centers within the ARA and the SBC area of the City of Anaheim. Voting members, each of whom shall have one vote, shall be owners of hotels, motels and even centers, and other employers, whose places of business are located in the ARA or SBC area. Non-voting, ex-officio members may include public agencies such as the California Department of Transportation ("Caltrans"). The City of Anaheim shall be a voting member. The corporation may also have Associates, who will participate in the corporation's programs and activities on a non-voting basis. 6. These Articles may be amended or repealed only by the vote or written assent of at least sixty-six and two-thirds percent (66-2/3%) of the total membership of the corporation and a majority of the Board of Directors. [END] 1006/001/24528 v3 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network ATTACHMENT B ATN By-Laws B RESOLUTION NO. 11-01 A RESOLUTION OF THE BOARD OF DIRECTORS OF THE ANAHEIM TRANSPORTATION NETWORK APPROVING AMENDMENTS TO BYLAWS WHEREAS, the California Corporations Code requires each corporation upon its establishment to adopt Bylaws setting forth the governance of the corporation, and pursuant to California law, the Anaheim Transportation Network ("ATN") did adopt and file with the California Secretary of State its original Bylaws; and WHEREAS, California law permits the amendment of corporate Bylaws in the manner set forth in the corporation's governing documents; and WHEREAS, the original Bylaws for ATN provide that said Bylaws may be amended by a majority vote of the Board of Directors and a vote or written assent of more than fifty percent (50%)of all Voting Members present at an annual meeting; and WHEREAS,on October 27, 2010 a majority of the Board of Directors of ATN approved amendments to the Bylaws of ATN;and WHEREAS, on November 17, 2010, more than 50% of the ATN membership present at the general membership meeting approved by vote or written assent amendments to the Bylaws of ATN; and WHEREAS, now the Board of Directors by this Resolution are reporting the results of the results of the election by ATN members in favor of aforementioned amendments to the Bylaws and declaring that said Bylaws are now deemed amended in accordance with ATN governing documents. NOW, THEREFORE, THE BOARD OF DIRECTORS OF THE ANAHEIM TRANSPORTATION NETWORK DOES HEREBY FIND, RESOLVE, DETERMINE AND ORDER AS FOLLOWS: Section 1. Certain proposed amendments to the Anaheim Transportation Network ("ATN") Bylaws, to read in its entirety as set forth in Attachment "A" of this Resolution, were put to all members of the ATN, and said amendments were approved by vote or written assent by ten (10) and disapproved by zero (0), with none of the members present casting a vote of abstention. Since one-hundred percent (100%) of all ATN members present at the annual meeting approved the amendments by vote or written assent, which exceeds the required fifty percent (50%) to amend the ATN Bylaws, the proposed amendments are deemed approved by the ATN membership. Section 2. On October 27, 2010, the Board of Directors of ATN approved the proposed amendments to the Bylaws. 1 Section 3. The Board of Directors of ATN hereby finds and declares that all prerequisites for amendments to the ATN Bylaws have been met and, in accordance with State law and ATN governing documents, and does authorize and order that the Executive Director of ATN shall certify as to such amendment and take all steps necessary to update ATN governing documents and other acts necessary to comply with the order set forth in this Resolution. ADOPTED, SIGNED an PPROuary, 2011. Chai • • test •• a Kotler Executive Director STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. I, Diana Kotler, Executive Director of the Anaheim Transportation Network, DO HEREBY CERTIFY that the foregoing Resolution Number 11-01 was duly adopted by the Board of Directors of the An✓ei ri Transportation Network, a non-profit corporation, at a regular meeting of said Board on the? day of January,2011, and that it was so adopted by the following vote: AYES: j NOES: •I .6 7:1 -71 ABSENT: Diana Kotler Executive Director ATTACHMENT"A" RESTATED BYLAWS OF ANAHEIM TRANSPORTATION NETWORK Amended November 17, 2010 3 ARTICLE I DEFINITIONS ACBC: The Anaheim Canyon Business Center of the City of Anaheim, as described in the attached plan designated"Exhibit D". ARA: The Anaheim Resort Area of the City of Anaheim, as described in the attached plan designated "Exhibit A." Articles: The Articles of Incorporation of the Anaheim Transportation Network on file in the Office of the Secretary of State. ATN: The California non-profit corporation known as the Anaheim Transportation Network. Board: The Board of Directors of ATN. Employee: Any individual meeting described in California Labor Code section 3551, as may be amended from time to time. Employer: Any business entity located in downtown Anaheim (as described in the attached plan designated as "Exhibit C") or in the ARA,ACBC or PT area and which has on its payroll one or more Employees. PT: The Platinum Triangle area of the City of Anaheim,as described in the attached plan designated "Exhibit B." (Amended—11/19/08) ARTICLE II OFFICE 2.1 Principal Office: The Principal Office for the transaction of the business of the ATN shall be located at 1280 South Anaheim Boulevard, Anaheim, California, or any location subsequently approved by the Board. The Board is hereby granted full power and authority to change said Principal Office from one location to another within the City of Anaheim. ARTICLE III MEMBERS 3.1 Membership. 3.1.1 Members; Categories. There shall be three categories of membership: 1)Voting Members,2)Ex-Officio Members,and 3)Associate Members. 3.1.2 Voting Members. Every hotel or motel, events center, and employer having a fixed place of business in the ATN service area shall be eligible for membership as a Voting Member. All Voting Members who are mandated to participate 1006/001124528 v3 RESOLUTION NUMBER 11-01 Page 2 in ATN by any act of any governmental agency, including the City of Anaheim, may be referred to as a Mandatory Voting Member. Each Voting Member shall be entitled to one (1) vote. A Voting Member may authorize a representative to participate in all ATN general elections on its behalf. The Executive Director may promulgate rules for determining what documentation shall be required to substantiate a person's right to participate as a representative. 3.1.3 Ex-Officio Members. Any government agency interested in the activities of the ATN and having some regulatory, funding, or other public-sector function directly related to services provided by ATN, as determined by the Executive Director, shall be eligible for membership as an Ex-Official Member. Ex-officio Members shall not be required to pay any dues or investments and, except for the City of • Anaheim, shall not have voting privileges. 3.1.4 Associate Members. Persons, firms, businesses, organizations, and other entities not eligible as Voting Members or Ex-Officio Members, shall be eligible to be Associate Members of the ATN. Associate Members may participate in ATN programs and activities, but shall not be entitled to vote. The Board may make membership as an Associate Member conditional upon the payment of a membership fee to be determined by the Board or the Executive Director with the Board's approval. 3.2 Termination of Membership. 3.2.1 Termination of Ex-Officio and Associate Members. Any Ex- Officio Member or Associate Member may voluntarily withdraw from membership or Associate status by mailing or delivering written notice to the Chairman of the Board of the ATN. The effective date of termination shall be the tenth day following receipt of notice,unless a later date is stated in the notice. 3.2.2 Termination of Voting Members. Membership in the ATN shall automatically terminate when such voting Member both ceases to maintain a place of business within the ARA, ACBC or the PT area of the City of Anaheim and ceases to receive services from ATN. Nothing in this section shall relieve any Member from its obligation to pay dues owed while a Member. A former Member whose membership is automatically terminated pursuant to this subsection shall be eligible to be an Associate. 3.2.3 Suspension of Voting Members. Membership as a Voting Member in the ATN shall be automatically suspended when such Voting Member is in default in the payment of dues or assessments for a period of three months. All voting rights and other applicable membership privileges shall be suspended until all past due balances and accounts are brought into good financial stating with the ATN. 3.2.4 Termination of membership, whether voluntary or otherwise, shall not affect any Member's or Associate's obligations to the ATN which accrued before 87979.01 RESOLUTION NUMBER 1 1-0 1 Page 3 the effective date of terinination, and nothing in this Section 3.2 shall limit the ability or rights of the ATN to initiate proceedings to collect unpaid sums. 3.2.5 Membership in the ATN shall not be transferable, and any purported transfer of membership shall be void. 3.3 Reserved. 3.4 Dues; Generally. Voting and Associate Members shall be severally liable for the payment of such dues, along with fees, charges, assessments, or penalties, as may from time to time be fixed and levied by the Board pursuant to the provisions of these Bylaws. Responsibility for payment of same shall be legal obligations and, in case of delinquency, shall be enforceable by legal action authorized by the Board. 3.4.1 Annual Dues. Annual Membership dues rates may be adjusted annually by a two-thirds vote of the ATN Board of Directors. The Membership rate structure must include the following categories: 3.4.1.1 Hotels and Motels. Annual dues rates for Hotels and Motels shall be calculated on a per-room basis. 3.4.1.2 Employers not operating as Hotels or Motels. Annual dues rates for Employers shall be calculated on a per-employee basis. 3.4.1.3 Event Centers. Annual dues rates for Event Centers shall be calculated on a per-million visitors per venue basis. Event Centers shall pay both as event centers and as employers(see Section 3.4.1.2). 3.4.1.4 Associates. Annual dues rates for Associate members shall be as approved by the Board of Directors. 3.4.1.5 Multiple Properties in Same Category. Owners with identical ownership structure and with more than one business in a certain category may become members as a single corporate entity with a single vote. Annual membership investments would be calculated using aggregate rooms, employees, or attendance figures. Owners wishing to maintain separate memberships, each with a separate vote, may do so by making the appropriate membership investment for each business. 3.4.1.6 Multiple Properties in Different Categories. Owners with identical ownership structure and with more than one business in separate 87979.01 RESOLUTION NUMBER 1 1-01 Page 4 categories (i.e. one hotel and one employer), may become members as a single corporate entity with a single vote. Annual membership investments would be calculated using the percentage of total rooms, employees, or attendance figures; each percentage calculated using the unit for that category. The maximum annual investment rate shall be the higher category rate. Owners wishing to maintain separate memberships, each with a separate vote,may do so by making the appropriate membership investment for each business. 3.5 Rules and Enforcement. The following provisions shall govern the promulgation of the ATN Rules, which may include the establishment of a system of fines and penalties: 3.5.1 The Board in its discretion shall adopt such rules and regulations for the establishment of finds and penalties as are consistent with applicable law,these Bylaws, and the Articles of Incorporation on file for the ATN. Such fines and penalties shall be binding upon all Members, and shall apply to Members who fail to make payments as required by these Bylaws, or who otherwise violate these Bylaws or ATN rules and regulations. 3.5.2 No file or penalty shall be imposed unless and until the Member who is the subject of the fine or penalty has been provided notice of same, and afforded a reasonable opportunity to respond or refute the appropriateness of the fine or penalty. 3.5.3 Nothing in these Bylaws shall preclude the City from enforcing its laws, rules, or regulations affecting any Member. The ATN shall assist the City in its obligations to fully enforce mitigation measures described in Mitigation Monitoring Program No. 0085 (Clean Air Shuttle Program in ARA and the PT)or any other similar mitigation programs and shall comply with all local, state, and federal statutes, regulations,and ordinances affecting ATN Members. ARTICLE IV BOARD OF DIRECTORS 4.1 Powers of Board. The business of the ATN shall be administered by its Board of Directors. In addition to the powers and duties of the Board as set forth in the Articles or elsewhere in these Bylaws, and subject to the limitations of the Articles, the Bylaws, and of the California Corporations Code as to actions to be authorized or approved by the Members, the Board shall have power and authority to exercise all corporate powers and to control the business and affairs of the ATN. Without prejudice to such general powers but subject to the same limitations, the Board is vested with and shall have the following power; to wit: 4.1.1 To select, appoint and remove all officers, agents and employees of the ATN, to prescribe such powers and duties for them as may be consistent with law, with the Articles, and these Bylaws, and to fix the compensation of the Executive Director; 87979.01 RESOLUTION NUMBER 11-01 Page 5 4.1.2 To conduct, manage and control the affairs and business of the ATN and to make and enforce such rules and regulations therefor, consistent with law, the Articles and these Bylaws,as the Board may deem necessary or advisable. 4.1.3 To fix, determine and name from time to time, if necessary or advisable, the nonprofit corporation, city or public agency which is then or there organized or operated for purposes similar to the purposes of the ATN, to which the assets of the ATN may be distributed upon liquidation or dissolution according to the Articles. The assets so distributed shall be those remaining after satisfaction of all just debts and obligations of the ATN and after distribution of all property held or acquired by the ATN under the terms of a specific trust or trusts; 4.1.4 To adopt and use a corporate seal; 4.1.5 By resolution, to create one or more committees consisting of two or more Directors,to serve at the pleasure of the Board or the Chairman; 4.1.6 To suspend, by affirmative vote of 2/3 of the total number of Directors, the operation of all or any of these Bylaws, in extraordinary circumstances (such as a vacancy in the office of Executive Director for an extended period) making execution or implementation of the Bylaw or Bylaws infeasible; provided, however, the Board shall not have the power to remove any Director nor to appoint additional Directors nor to delay or omit an Annual Meeting of the Members nor to grant to themselves any power not expressly or impliedly granted to them by these Bylaws. 4.2 Number and Oualification of Directors. The Board shall consist of an odd number, not smaller than five (5) nor greater than thirteen (13), of Directors, who shall serve for two-year, staggered terms 4.2.1 Any person who is the appointed representative of a voting Member in good standing shall be eligible for nomination to the position of Director. 4.2.2 The Directors shall be elected by plurality vote of the Members present at the annual meeting, for alternating terms of two years each. In odd-number years seven (7) Directors shall be elected. In even-number years, six (6) Directors shall be elected. Election of Directors shall be by secret, written ballot. All Directors shall hold office until the first regular or special meeting after their respective successors are elected. 4.2.3 No more than 2 persons or twenty percent (20%) of the Board of Directors, whichever is less, shall consist of representatives of Voting Members who have the same ownership structure or whose ownership is owned or controlled by the same entity. In the event more than the maximum number of representatives of Voting Members as discussed in this Section is elected, the representative(s)with the most votes shall become Director(s). 4.3 Nominating Committee. A nominating Committee of three may be appointed by the Chair of the Board with the approval of a majority of the Board for the 87979.01 RESOLUTION NUMBER 11-01 Page 6 nomination of candidates for election to the Board, such nominating committee to consist of one member of the Board and two persons appointed from among the voting membership at large. If a nominating Committee is not appointed, then the Chair of the Board shall conduct an open call for nominations at the annual meeting. No person shall be nominated who does not consent to such nomination. The Executive Director shall conduct an open call for nominations in October of each year. The ATN Board members and ATN members at large may recruit candidates for election to the Board. Self nominations are acceptable. No person shall be nominated who does not consent to such nomination. 4.4 Removal of Directors by Recall. At any special meeting of the Members of which notice has been properly given as provided in these Bylaws,the entire Board or any individual Director may be removed from office as hereinafter set forth, provided that the notice of the meeting shall specify the action proposed and that such notice has also been given to the entire Board and to any individual Director whose removal is to be considered at the special meeting. The entire Board or any individual Director may be removed from office, for cause, by a majority of the required quorum; provided, however, that if the ATN has fewer than fifty (50) Members, then such removal must be approved by an affirmative vote of a majority of all Members entitled to vote. In the event that any or all Directors are so removed, new Directors may be elected at the same meeting. 4.5 Vacancies. Vacancies on the Board shall be filled by majority vote of the Members present and voting at a special meeting called for the purpose of filling the vacancy; provided,however, that if a vacancy occurs less than one month,but more than ten days, before a scheduled regular meeting of the Members, the election to fill that vacancy shall be held at that regular meeting. A person appointed Director to fill a vacancy as provided in this Section shall hold office for the unexpired term of his or her predecessor or until his or her removal or resignation as provided in these Bylaws. 4.5.1 A vacancy or vacancies shall be deemed to exist on the Board in case of the death, resignation or removal of any Director, or upon the voluntary or automatic termination of the membership of the Member whom a Director represents. A Member whose appointed representative has resigned, been removed, or died may not appoint another representative to fill the vacant position, although the Member is eligible to submit a representative in nomination for that vacant position. If the Members shall increase the authorized number of Directors but shall fail to elect the additional Directors as provided for at the meeting at which such increase is authorized, or at an adjournment thereof,or in case the Members fail at any time to elect the full number of the authorized Directors,a vacancy or vacancies shall be deemed to exist. 4.5.2 At any annual or special meeting at which an increase in the number of Directors is authorized, the Members may elect the additional Directors at the meeting. 4.6 Meetings of the Board. All meetings of the Board shall be held at the Principal Office of the ATN or at any other location within the City of Anaheim 87979.01 RESOLUTION NUMBER 11-01 Page 7 designated by resolution or unanimous, written consent of the Board. Regular and special Board meetings shall be open to all Members, Ex-Officio Members and Associates; however,no Member, Ex-Officio Member or Associate who is not an officer or Director shall participate in any deliberation or discussion unless expressly authorized by a majority vote of the Directors present and voting. The Board may,upon the vote of a majority of the Directors present and voting, adjourn a Board meeting and reconvene in executive session exclusive of all Members who are not Directors, and exclusive of all Associate Members and Ex-Officio Members, and vote upon personnel matters, litigation in which the ATN is involved or is likely to become involved or may decide to become involved, and other, similar matters requiring confidentiality. The general nature of any and all business to be considered in executive session shall be announced in open session. Notwithstanding the above, all meetings shall be conducted in accordance with the Ralph M. Brown Act (California Government Code § 54950, et seq., hereafter "the Brown Act"), including all meetings held in executive session. 4.6.1 Regular Meetings. The Board shall meet twice yearly in May and in November in conjunction with the Membership meetings. At its first regular or special meeting following the election of Board members at the Annual Meeting, the Board shall elect officers for the upcoming year. Each Ex-officio Member shall have the right to have a representative present at each regular and special meeting of the Board and to participate in such meetings in the same manner as the Directors, except that such representatives shall not be entitled to vote. 4.6.2 Notice of Regular Meetings. The Secretary shall cause notice of the time and place of any regular meeting to be given in accordance with the Brown Act. 4.6.3 Special Meetings - Notices. Special meetings of the Board for any purpose may be called at any time by the Chair of the Board or by any two (2) Directors other than the Chair. Written notice of the time and place of a special meeting and the nature of any special business to be considered thereat shall be posted in a prominent place at the Principal Office and shall be either delivered personally to Directors or sent to each Director in accordance with the Brown Act. 4.6.4 Director's Representative. If a Director cannot attend any regular or special meeting of the Board or general membership, they may appoint one regular representative to serve as their proxy. The Director must make this appointment in writing. The Director's representative shall exercise all voting authority granted to the Director. 4.7 Adjournment. A majority of the Directors present, whether or not a quorum is present, may adjourn any meeting to another time and place. If none of the Directors is present,the Executive Director may adjourn any meeting to another time and place. If a Board meeting is adjourned for more than twenty-four (24) hours, notice of any adjournment to another time, or another time and place, shall be given prior to the time of the adjourned meeting to the Directors who were not present at the time of adjournment. 87979.01 RESOLUTION NUMBER 11-01 Page 8 4.8 Waiver of Notice. The transaction of any business at any meeting of the Board,however called and noticed to the Directors, shall be as valid as though transacted at a meeting duly held after regular call and notice, if a quorum be present, and each Director who attends does so without protesting either prior thereto or at its commencement, the lack of notice to such Director, and if, either before or after the meeting, each of the Directors not present signs a written waiver of notice or a consent to holding such meeting or an approval of the minutes thereof. All such waivers, consents and approvals shall be filed with the records of ATN or made a part of the minutes of the meeting. 4.9 Quorum. A majority of the number of Directors authorized by these Bylaws and appointed by the Members (even though one or more of the appointed Director positions may be vacant) shall be necessary to constitute a quorum for the transaction of business, except to adjourn as hereinbefore provided. Every act or decision made or done by a majority of the Directors present at a meeting duly held at which a quorum is present shall be regarded as the act of the Board. 4.10 Compensation and Expenses. The Executive Director shall receive such compensation as may be mutually agreed between the Executive Director and the Board. No Director, and no officer other than the Executive Director, shall receive any compensation for services performed in the conduct of the ATN's business; provided, however, that the Board may cause a Member to be reimbursed for expenses incurred in carrying on the business of the ATN. 4.11 Indemnification of Directors, Officers and Employees. To the maximum extent permitted by and in accordance with the requirements and procedures of Section 7237 of the California Corporations Code or any successor state, as interpreted by the courts from time to time, the ATN shall reimburse, indemnify and hold harmless each present and future Director, officer, employee or other"agent" of the ATN (as such term is defined in said section 7237 or any successor state)and each person who, at the request of the ATN, acts as Director officer employee or agent of another foreign or domestic corporation, partnership, joint venture or other enterprise (hereinafter in this Section referred to as the "ATN representative"), from and against all loss, cost, liability and expense which may be imposed upon or reasonably incurred by such ATN representative, including reasonable settlement payments, in connection with any claim, action, suit or proceeding, or threat thereof, made or instituted, in which such ATN representative may be involved or be made a party to by reason of being or having been an ATN representative or by reason of any action alleged to have been taken or omitted by such ATN representative in such capacity. The right of indemnification provided in this Section shall inure to each ATN representative regardless of whether the claim asserted is based on matters which arose in whole or in part prior to the adoption of this Section, and in the event of the death of the ATN representative, shall extend to the legal representatives of such person. The right of indemnification provided in this Section shall not be exclusive of any other rights to which any person, or any other individual, may be entitled as a matter of law,under any agreement or otherwise. 87979.01 RESOLUTION NUMBER 11-01 Page 9 4.12 Records. The Board shall cause to be kept a complete record of all its acts and corporate affairs and shall present a statement thereof to the Members at regular meetings of Members or at any special meeting where such statement is requested in writing by twenty-five percent (25%) of the Members entitled to vote at such meeting, at least two days prior to the meeting. ARTICLE V OFFICERS 5.1 Officers. The officers of the ATN shall consist of a Chair, Vice-Chair, Secretary, and Treasurer, all of whom shall be elected by the Board at its first regular meeting following the annual meeting of Members and shall serve for one year, and an Executive Director who shall serve at the pleasure of the Board. 5.2 The Chair of the Board shall preside at all meetings of the Board and of the Members. In the absence of the Chair,the Vice-Chair shall preside. In the absence of both the Chair and the Vice-Chair,the Executive Director shall preside. 5.3 The Vice-Chair shall perform all the duties of the Chair in the absence or disability of the Chair and,when so acting,shall have all the powers of, and be subject to, all the restrictions upon the office of Chair. The Vice-Chair shall have such other powers and perform such other duties as from time to time may be prescribed by the Board or the Bylaws. 5.4 The Secretary shall keep, or cause to be kept, a book of Minutes at the Principal Office or such other place as the Board may order, of all meetings of Directors and Members,with the time and place of the holding of same, whether regular or special and, if special, how authorized, the notice thereof given, the names of those present or represented at Members'meetings,and the proceedings thereof. 5.4.1 The Secretary shall keep, or cause to be kept, at the Principal Office, a membership register showing the following: (I)the names and addresses of all members of the Board; (2) the name and address of each Voting and Non-voting Member and each Associate; (3)the property to which each membership relates; (4)the number of Sites or Premises owned by each Member; (5) the number of votes represented by each Member; (6) the number and date of membership certificates issued, if any; and (7) the termination of the membership of any Member or of the Associate status of any Associate, together with the date on which said membership or Associate status ceased and the number and date of cancellation of membership certificates,if any. 5.4.2 A Member may do either or both of the following, if for a purpose related to such Member's interest in the ATN: 5.4.2.1 Inspect and copy the record of all the Members' names, addresses and voting rights, during regular business hours, upon five (5) business days'prior written demand to the ATN; such demand shall state the purpose for which the inspection rights are requested; or 87979.01 RESOLUTION NUMBER 11-01 Page 10 5.4.2.2 Obtain from the Secretary, upon written demand and tender of a reasonable charge, a list of the names, addresses and voting rights of those Members entitled to vote for the election of Directors, as of the most recent record date for which it has been compiled or as of a date specified by the Member subsequent to the date of demand. The demand shall state the purpose for which the list is requested. The membership list shall be made available on or before the later of ten (10) business days after the demand is received or after the date specified therein as the date as of which the list is to be compiled. 5.4.3 Without consent of the Board, no membership list or part thereof may be used by any person for any purpose not reasonably related to a Member's interest in the ATN. Without limiting the generality of the foregoing,without the consent of the Board, no membership list or part thereof may be used in any of the following ways: 5.4.3.1 To solicit money or property unless such money or property will be used solely to solicit the vote of the Members in an election to be held by the ATN or to support an activity of the ATN; 5.4.3.2 For any purpose which the user does not reasonably and in good faith believe will benefit the ATN; 5.4.3.3 For any commercial purpose or purpose in competition with the ATN; 5.4.3.4 Sold to or purchased by any person. 5.4.4 The Secretary shall give, or cause to be given, notice of all meetings of the Members and of the Board required by the Bylaws or by law to be given, and shall keep the seal of the ATN in safe custody, and shall have such other powers and perform such other duties as may be prescribed by the Board or by these Bylaws. 5.5 The Treasurer shall cause to be kept and maintained adequate and correct account of all the properties and business transactions of the ATN. The Treasurer shall verify that books of account shall be open to inspection by any Director or by any Member at all reasonable times. 5.6 The Treasurer shall authorize expenditures as required by the Board from such depository institutions as may be designated by the Board. The Treasurer shall render requests of the Chair and Directors to carry out stated aims and objectives of the organization to ensure that financial checks and balances exist to account for the monetary condition of the ATN. The Treasurer shall direct accurate and complete presentation of financial documentation, at a reasonable level of detail,to provide a clear audit trail for all transactions. Treasurer shall have such other powers and perform such other duties as may be prescribed by the Board and/or these Bylaws. (Amended — 11/19/08) 87979.01 RESOLUTION NUMBER 11-01 Page 11 5.7 Automatic Vacancy. If any officer is absent without excuse from three consecutive, noticed regular or special meetings of the Executive Committee or the Board,or any combination thereof, the office held by such person shall be deemed vacant and shall be filled in the manner provided in these Bylaws. ARTICLE VI MEETINGS OF MEMBERS 6.1 Regular and Special Meetings of Members. 6.1.1 Location of Meetings. All meetings of Members shall be held at the Principal Office of ATN, or at such other location within the City of Anaheim, as the Board in its discretion may select. 6.1.2 Regular Meetings. The Members shall meet twice yearly, in May and November, at a time and place to be fixed from time to time by the Board. The November meeting each year shall be the Annual Meeting, at which election of Directors shall take place, together with other business. A majority of the voting Members shall constitute a quorum for the transaction of business at any meeting of the Members. 6.1.3 Presiding Officer. The presiding officer at meetings of the Members shall be the Chair or, in the absence of the Chair, the Vice-Chair or, in the absence of both the Chair and the Vice-Chair,the Executive Director. 6.1.4 Notice of Regular Meetings. The Secretary shall cause notice of regular meetings of Members to be posted at the Principal Office of the ATN and to be given by United States Mail to all Voting and Non-voting Members at least ten (10) calendar days prior to the date fixed by the Board for the meeting. Failure of any Member, Ex-officio Member or Associate to receive actual notice of any regular meeting shall not affect the validity or binding effect of any action taken at the meeting. In addition,all notice requirements of the Brown Act shall be met. 6.1.5 Special Meetings. The Members of the ATN may hold special meetings for any purpose at the call of the Chair of the Board. Additionally, the Chair shall call a special meeting upon a vote by a majority of a quorum of the Members of the Board, or upon receipt by the Secretary of a written request for a special meeting signed by at least ten percent(10%)of the voting Members,or upon the request of the Executive Director, or the request of any other person or persons entitled to call such a meeting under Section 7510(e) of the California Corporations Code. Upon receipt of such request, the Secretary shall cause notice to be given to the Members entitled to vote within ten(10)days after such request that a meeting will be held at the time fixed by the Chair, which time shall be not less than twenty (20) days nor more than sixty (60) days after the receipt of the request. The Secretary of the Board shall also cause notice of special meetings to be posted at the Principal Office of ATN. The notice shall specify the place, date and time of the meeting and the general nature of the business to be transacted, and that no other business may be transacted. In addition, all notice requirements of the Brown Act must be met. Failure of any Member to receive actual 87979.01 RESOLUTION NUMBER 11-01 Page 12 notice of any special meeting shall not affect the validity or binding effect of any action taken at the meeting. 6.2 Certificate of Secretary. A declaration of the mailing or other means of giving notice to Members of any Members' meeting shall be executed by the Secretary and a copy thereof shall be filed in the minute book of the ATN. 6.3 Adjournment for Lack of a Quorum. In the absence of a quorum, any meeting of the Members may be adjourned from time to time by the presiding officer, but no other business shall be transacted. ARTICLE VII COMMITTEES 7.1 Ad Hoc Committees. The Chair of the Board shall be authorized to establish any number of ad hoc committees to investigate or discuss any issues related to the ATN and report back to the Board. No standing committees shall be established, except by action of the Board. ARTICLE VIII MISCELLANEOUS 8.1 Record Date. The Board may fix a time, which shall be in the future, not exceeding sixty(60)days nor less than ten(10)days preceding the date of any regular or special meeting of the Members or the mailing of written ballots, as a record date for the determination of the Members, Ex-Officio Members and Associates entitled to notice of any such meeting, or to be sent such written ballots, and in such case only those Members, Ex-Officio Members and Associates of record on the date so fixed shall be entitled to notice of such meeting notwithstanding any change in any membership on the books of the ATN after any record date so fixed. 8.2 Inspection of Corporate Records. 8.2.1 The membership register, voting rights, books of account and minutes of meetings of the Members, of the Board, and any committees of the Board or of the Members shall be made available for inspection any copying by any Member, Ex- Officio Member or Associate, at the Principal Office or such other place within the City of Anaheim as the Board shall prescribe, all as provided in Sections 8330, 8331 and 8332 of the Corporations Code of the State of California. 8.2.2 The Board shall establish reasonable rules with respect to notice to be given to the custodian of the records by the Member, Ex-Officio Member or Associate desiring to make the inspection; hours and days of the week when such inspection may be made; and payment of the cost of providing copies of documents requested by a Member,Ex-Officio Member or Associate. 8.2.3 Every Director shall have the absolute right at any reasonable time to inspect all books, records and documents of the ATN and the physical property owned or controlled by the ATN, all as provided in the Corporations Code of the State of 87979.(1 I RESOLUTION NUMBER 11-01 Page 13 California. Without limiting the generality of the foregoing, the right of inspection by a Director includes the right to make extracts and copies of documents. 8.3 Checks and Drafts. All checks, drafts, or other orders for payment of money, or notes or other evidences of indebtedness, issued in the name of or payable to the ATN, shall be signed or endorsed by the Treasurer and such officer or officers and in such manner as, from time to time, shall be determined by resolution of the Board. 8.4 Contracts; How Executed. The Board, except as otherwise provided in these Bylaws, may authorize any officer or officers, agent or agents, to enter into any written contract or execute any instrument in the general, or confined to specific, instances; and unless so authorized by the Board,no officer, agent or employee shall have any power or authority to bind the ATN by any contract or engagement or to pledge its credit or to render it liable for any purpose or for any amount. 8.5 Annual Report and Other Financial Information. A report consisting of the following financial information shall be distributed within one hundred twenty (120) days after the close of the fiscal year to all Members, Ex-Officio Members and Associates, regardless of the number of Members, Ex-Officio Members, and Associates or the amount of assets of the ATN: • 8.5.1 A balance sheet as of the end of the fiscal year; 8.5.2 An operating(income)statement for the fiscal year; 8.5.3 A statement of changes in financial position of the Association for the fiscal year; 8.5.4 For any fiscal year in which the gross income to the ATN exceeds seventy-five thousand dollars ($75,000.00), a copy of the review of the annual report prepared in accordance with generally accepted accounting principles by a licensee of the California State Board of Accountancy. 8.5.4.1 This report shall also contain a statement of the place where the names and addresses of the current Members and Associates may be found and any information regarding inside transactions required to be reported by Section 8322 of the Corporations Code or any successor statute hereof. 8.5.4.2 If the report referred to above is not prepared by an independent accountant, it shall be accompanied by the certificate of the Treasurer that the statement was prepared from the books and records of the ATN without independent audit or review. 8.5.4.3 In addition to financial statements, the Board shall annually distribute within sixty (60) days prior to the beginning of the fiscal year a statement of the ATN's policies and practices in enforcing its remedies against Members for defaults in the payment of investments and assessments, including the recording and foreclosing of liens against the Member's Site. 87979.01 RESOLUTION NUMBER 11-01 Page 14 8.6 Inspection of Bylaws. The ATN shall keep in its Principal Office the original or a copy of the Bylaws as amended, certified by the Secretary, which shall be open to inspection by all Members, Ex-Officio Members and Associates at all reasonable times. 8.7 Singular Includes Plural. Wherever the context of these Bylaws requires same,the singular shall include the plural,and the masculine shall include the feminine. 8.8 Conflicts. In the case of any conflict between the Articles and these Bylaws, the Articles shall control; and in the case of any conflict between the Rules and these Bylaws,the Bylaws shall control. ARTICLE IX AMENDMENTS 9.1 Powers of Members. The Bylaws may be adopted, amended or replaced only by the vote or written assent of the following: 9.1.1 A majority vote of the Board of Directors, and 9.1.2 A vote of approval by more than fifty percent (50%) of all Voting Members present at an annual meeting; or more than fifty percent (50%) of all Voting Members present at special meeting of the Members if a quorum is established. 9.1.3 Notwithstanding the above provisions, the percentage of the total voting power of the ATN necessary to amend a specific clause or provision in the Bylaws shall not be less than the prescribed percentage of affirmative votes required for action to be taken under that clause or provision. 9.1.4 Whenever an amendment or new Bylaw is adopted, the amendment or new Bylaw shall take effect immediately upon adoption,unless a later date is stated in the motion or other action adopting the amendment or new Bylaw. Whenever a Bylaw is repealed, the repealed Bylaw shall cease to be effective immediately upon repeal,unless otherwise stated in the motion or other action effecting the repeal. 9.2 Record of Amendments. Whenever an amendment or new Bylaw is adopted it shall, together with its effective date, be placed in the book of Bylaws in the appropriate place. If any Bylaw is repealed, the fact of repeal, with the date of the meeting at which the repeal was enacted or written assent was filed,and the effective date of the repeal,shall be stated in said book. 9.3 Biennial Review of Bylaws. At any Annual or Special Meeting of the Members, the Board may present its recommendations for additions, repeals and other amendments to the Bylaws, and the Members shall vote on each proposed addition, repeal and other amendment. Amendments may also be proposed by any Member at any Annual or Special Meeting of the Members and may be adopted at the same Meeting or at an adjourned Regular Meeting, provided adequate notice is provided consistent with the Brown Act. 87979.01 RESOLUTION NUMBER 11-01 Page 15 [END] 87979.01 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network ATTACHMENT C Executive Director -- Resume c DIANA KOTLER 10638 El Adelante Ave. Fountain Valley, CA 92708 Phone(714)350-3877 E-Mail dkotler@atnetwork.org SUMMARY Strong program management skills with experience in transit operations, transportation program planning, funding and implementation. Expertise in establishing effective working relations with diverse interests. Technical background in transportation management,grantsmanship,project implementation,and air quality compliance. PROFILE • Possess strong consensus building and contract negotiation skills • Enjoy excellent knowledge of funding mechanisms and leveraging opportunities • Understand broad range of transportation planning,implementation,and operational issues • Skilled in effective leadership with focus on total organizational coordination • Demonstrated record of developing and implementing solutions for multijurisdictional projects • Extensive experience in leading organizations to sustainable transportation • Able to quickly establish rapport with customers,contractors,co—workers,and vendors EMPLOYMENT IhISTORY Executive Director December 2003—Present Anaheim Transportation Network Chief administrative and fiscal officer; regulatory and funding agency liaison; principal spokesperson; program development and implementation;long-range planning;fund raising and grant writing. • Direct all operating facets of the Anaheim Resort Transit system • Develop and implement policies established by the Board of Directors including legislative relations, rapport with local and regulatory agencies,community involvement • Lead employees and contractors in performance of key functions necessary for the provision of sustainable transit services to the travelling public • Responsible for all financial functions such as budget development, grants administration, year-end financial audits and reporting to the Board of Directors • Manage contract negotiations and administration with contractors and vendors • Administer Request for Proposals for the procurement of capital equipment and consulting contracts Program Manager June 2003— December 2003 Riverside County Transportation Commission • Participated in regional planning of transportation demand management programs and services • Directed management and administration of the Riverside and San Bernardino counties' Commuter Assistance Program • Managed consultant team and guided personnel in program administration and provision of employer services • Developed and recommend marketing strategies and materials design • Developed procurement documents and negotiated vendor/consultant contracts • Prepared materials and made presentations to the Riverside County Transportation Commission • Worked with elected officials and their staff Transportation Planner May 1995-May 2003 City of Anaheim • Directed planning and implementation of the Anaheim Resort Transit System • Directed procurement and development of the Anaheim Resort Transit System fleet • Represented the City of Anaheim with local, regional, state,and federal organizations • Prepared and made presentations to the Anaheim City Council,Anaheim Planning Commission, Anaheim Lodging Association and other community-based organizations • Managed funding strategies and grant development • Provided regulatory interpretation and corresponding compliance strategies • Managed funding strategies and grant development Transportation Program Planner May 1993-May 1995 City of Anaheim • Established a transportation management association for the City of Anaheim • Managed alternative fuel and electric transportation program initiatives • Administered project funding and budget development • Developed public outreach and marketing strategies for transportation-related projects • Planned and implemented grant funded projects • Implemented transportation and air quality curriculum programs for secondary schools EDUCATION California State University Long Beach Bachelor's of Science—Business Administration and Finance— 1998 Master's of Arts—Economics and Urban Planning—1992 COMMUNITY SERVICE Fountain Valley High School Football Booster Board Fountain Valley High School Pep Squad Booster Board Huntington Jr. All American Cheer Head Coach DIANA KOTLER Professional Accomplishments Developed and implemented financial sustainability plan for the Anaheim Resort Transit System Directed development, funding, and implementation of the Anaheim Resort Transit System comprised of propane and electric buses and two pure electric trams Directed all facets of planning,funding and development of the alternative fuel projects Directed development of the first network of EV charging stations and station car program Established a transportation management association for the City of Anaheim—Anaheim Transportation Network. Negotiated complex multi-agency agreements with private and public organizations Developed air quality,transportation,and energy efficiency curriculum for the Anaheim school districts Professional Expertise Possess strong consensus building and contract negotiation skills Enjoy excellent knowledge of funding mechanisms and leveraging opportunities. Understand broad range of transportation planning,implementation,and operational issues Professional Affiliations Chair of the Mobile Source Air Pollution Reduction Review Technical Advisory Committee Founding Member of the Anaheim Transportation Network Board of Directors Board of Directors— Association for Commuter Transportation (ACT) Chair of the 2005 International ACT Conference Professional Awards 2002 Employee of Year—City of Anaheim Clean Air Award—South Coast Air Quality Management District Clean Air Leader—American Lung Association Program of Year—American Public Works Association Innovative Use of Technology—American Planning Association DIANA KOTLER 10638 El Adelante Ave. Fountain Valley,Ca 92708 (714)350-3877 dkotler@atnetwork.org PROFESSIONAL REFERENCES John Lower Managing Partner Iteris, Inc. 1700 Carnegie Avenue Santa Ana,CA 92705 (949)270-9682 Alfred Yalda Senior Traffic Engineer J.L. Patterson &Associates, Inc. I On Track 725 Town&Country Road,Suite 300 Orange,CA 92868 (714)835-6355 Launna Huber Director of Environmental Policy The Walt Disney Company P.O.Box 3232 Anaheim,CA 92803 (818)560-1829 Sandy Boyle Section Manager Orange County Transportation Authority 550 South Main Street P.O.Box 14184 Orange,CA 92863-1584 (714)560-6282 Kathleen Reavis Sr.Transportation Planner City of Fort Collins 210 East Olive Street Fort Collins,CO 80522 (970)221-6608 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network ATTACHMENT D ATN Board of Directors D Anaheim Transportation Network 2011 ATN Board of Directors Board Member • Organization Board Position Term Expires • Anaheim Transportation Executive Diana Kotler Network Director 1 Paul Sanford Anabella Hotel Chairman December 2012 2 Fred Brown Desert Palm Hotel &Suites Vice Chair December 2012 3 Larry Slagle Yellow Cab of North December 2011 Orange County/ Treasurer Western Transit 4 Marcus Borman Anaheim Marriott Secretary December 2011 Anaheim/Orange County Director December 2012 5 Charles Ahlers Visitor and Conventions Bureau Jeff Morse DoubleTree Guest Suites Director December 2012 6 Lisa Asdikian Hilton Anaheim Director December 2011 7 Sven Grunder Staybridge/Holiday Inn Director December 2012 8 Anaheim Resort 9 Bill O'Connell Stovall Properties Director December 2011 10 Carrie Nocella Resort Director December 2012 11 Tom Morton City of Anaheim Director December 2011 12 Steve Falciani Marriott Suites Director December 2012 13 Peter Houck Related, Inc—Anaheim Director December 2011 GardenWalk Notes: According to existing bylaws,the Anaheim Transportation Network(ATN)Board of Directors consists of an odd number of Directors,not smaller than five(5)nor greater than thirteen(13). The membership has currently authorized thirteen(13) seats.Any current ATN member is eligible to serve on the Board and there is no limit on the number of terms an individual may serve as Director. Board Members are elected by a majority vote of the members present. Currently,the ATN has one(1)non-voting ex-officio Board Member who serves unlimited term. • John Siragusa,MV Transportation,Inc. ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network ATTACHMENT E Audited Financial Statements FY 08/09 & 09/10 E ANAHEIM TRANSPORTATION NETWORK FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION JUNE 30,2009 ANAHEIM TRANSPORTATION NETWORK TABLE OF CONTENTS PAGE INDEPENDENT AUDITORS'REPORT 1 FINANCIAL STATEMENTS Statement of Financial Position, June 30, 2009 3 Statement of Activities for the Year Ended June 30, 2009 4 Statement of Cash Flows for the Year Ended June 30, 2009 5 Notes to the Financial Statements 6 SUPPLEMENTARY INFORMATION Schedule I- Statement of Revenues for the Year Ended June 30, 2009 13 Schedule II-Statement of Operating Expenses for the Year Ended June 30, 2009 14 Schedules III - Statement of Other Income and(Expense)for the Year Ended June 30, 2009 16 Carpenter, Petersen & Associates , CPA ' s An Accountancy Corporation John T.Carpenter,C.P.A. 25 Orchard,Suite 100 David D.Petersen,C.P.A. Lake Forest,CA 92630 Tel:(949)951-3200 • Fax.(949)951-3210 E-Mail:info@cpcpas.com www.cpcpas.com INDEPENDENT AUDITORS' REPORT The Board of Directors Anaheim Transportation Network We have audited the accompanying statement of financial position of Anaheim Transportation Network,a California non-profit corporation, (the "Organization") as of June 30, 2009, and the related statements of activities and cash flows for the year then ended. These financial statements are the responsibility of the Organization's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis,evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion,the financial statements referred to above present fairly, in all material respects, the financial position of Anaheim Transportation as of June 30, 2009, and the changes in its net assets and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. Schedules I - Ill are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion,is fairly stated in all material respects in relation to the basic financial statements taken as a whole. This report is intended solely for the information and use of the board of directors and management of Anaheim Transportation Network and is not intended to be and should not be used by anyone other than these specified parties. C:cz' Jn t P e- e�tJ A%C4a-.1-e3', GP2'f j Lake Forest, California February 10,2010 Serving Southern California for over 30 years ANAHEIM TRANSPORTATION NETWORK STATEMENT OF FINANCIAL POSITION JUNE 30, 2009 ASSETS CURRENT ASSETS: Cash $ 253,103 Accounts receivable (less, allowance for doubtful accounts of$36,000) 510,263 Prepaid expenses 102,373 Total current assets 865,739 PROPERTY AND EQUIPMENT: Kiosk equipment $ 447,037 Transportation equipment 379,084 Office furniture and equipment 37,570 Leasehold improvements 31,293 Total property and equipment 894,984 Less accumulated depreciation 320,032 Total property and equipment, net 574,952 Total assets $ 1,440,691 See notes to the financial statements. 2 LIABILJTIES AND NET ASSETS CURRENT LIABILITIES: Accounts payable $ 615,263 Deferred revenue 142,711 Current portion of obligation under capital lease 35,000 Current portion of long-term debt 34,437 Accrued payroll 32,353 Member deposits 29,947 Hotel credits payable 18,449 Accrued property taxes 1,478 Total current liabilities 909,638 LONG-TERM DEBT(Note 3) 139,086 OBLIGATION UNDER CAPITAL LEASE(Note 4) 51,379 COMMITMENTS AND CONTINGENCIES (Note 5) UNRESTRICTED NET ASSETS 340,588 Total liabilities and net assets $ 1,440,691 See notes to the financial statements. 3 ANAHEIM TRANSPORTATION NETWORK STATEMENT OF ACTIVITIES FOR THE YEAR ENDED JUNE 30, 2009 CHANGES IN UNRESTRICTED NET ASSETS: REVENUES $ 6,797,671 OPERATING EXPENSES 6,323,311 INCREASE 1N NET ASSETS BEFORE DEPRECIATION 474,360 DEPRECIATION 74,266 INCREASE IN NET ASSETS BEFORE OTHER INCOME(EXPENSE) 400,094 OTHER INCOME(EXPENSE) 2,322,734 LNCREASE IN NET ASSETS 2,722,828 UNRESTRICTED NET ASSETS (DEFICIT)-JULY 1, 2008 (2,382,240) UNRESTRICTED NET ASSETS - JUNE 30,2009 $ 340,588 See notes to the financial statements. 4 ANAHEIM TRANSPORTATION NETWORK STATEMENT OF CASH FLOWS FOR THE YEAR ENDED JUNE 30, 2009 CASH FLOWS FROM OPERATING ACTIVITIES: Increase in net assets $ 2,722,828 Adjustments to reconcile decrease in net assets to net cash provided by operating activities: Depreciation 74,266 Bad debt expense 7,194 Forgiveness of debt (2,323,466) Changes in assets and liabilities: Decrease in accounts receivable 180,267 Increase in accrued vacation 9,004 Increase in accrued property taxes 1,478 Decrease in prepaid expenses 76 Decrease in deferred revenue (3,114) Decrease in accounts payable (373,403) Total cash provided by operating activities 295,130 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property and equipment (211,970) CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of long-term debt(net) $ (18,974) Repayment of capital lease obligation(net) (28,417) Total cash used from financing activities (47,391) INCREASE IN CASH FOR THE YEAR 35,769 CASH-JULY 1,2008 217,334 CASH-JUNE 30,2009 $ 253,103 See notes to the financial statements. 5 ANAHEIM TRANSPORTATION NETWORK NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2009 Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The Anaheim Transportation Network (the"Organization")was formed in September, 1995,as a California non-profit organization,tax-exempt under Section 501 (c)(4)of the Internal Revenue Code. The Organization provides transportation coordination services to businesses, employees and visitors of the Anaheim resort area. The Organization's primary goal is to help mitigate current transportation problems and improve travel through and within the Anaheim area,in order to create a positive and satisfying environment for employees, customers, visitors, and residents of the city of Anaheim. The Organization receives its primary funding from transportation programs in the city of Anaheim and Orange County and membership dues. ART and Visitor Transportation Program The city of Anaheim has designated the Organization to administer the Anaheim Resort Transportation ("ART") project on the city's behalf. Working with the hospitality industry, the city and Coach USA, LLC,the Organization created a high quality,clean fuel transportation system for the Anaheim resort area. The ART fleet is composed of electric buses,propane vehicles,and electric trams. This program offers services to the entire Anaheim Resort area,allowing guests the ability to circulate and access the event centers,shopping,dining,and evening entertainment in the area. General Membership Programs The Organization has a membership program that provides a variety of services and benefits to member companies including, but not limited to,regulatory compliance assistance with Rule 2202 ("Ridesharing Rule"), legislative and regulatory tracking and other transportation related projects. basis of Accounting The financial statements of the Organization have been prepared on the accrual basis of accounting and accordingly reflect all significant receivables,payables and other liabilities. Under the accrual basis of accounting, revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. 6 ANAHEIM TRANSPORTATION NETWORK NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2009 Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Accounts Receivable Accounts receivable are presented at face value,net of the allowance for doubtful accounts. The Organization extends credit to its customers, substantially all of whom are businesses operating in Anaheim, California. Collateral is generally not required. Credit losses are provided for in the allowance for doubtful accounts based on managements's historical experience. Although the Organization expects to fully collect amounts due,actual collections may differ from estimated amounts. Property.Equipment and Related Depreciation Property and equipment are carried at cost. Maintenance and repairs, including the replacement of minor items,are expensed as incurred. Major additions and upgrades to property and equipment are capitalized. Depreciation expense for the year ended June 30,2009 amounted to$74,266. Depreciation is computed using the straight-line method over the estimated useful lives, as follows: Estimated Useful Lives Kiosk equipment 5 years Office furniture and equipment 5-10 years Transportation equipment 3-7 years Leasehold improvements 40 years Deferred Revenue Deferred revenue is composed of amounts received for advertising and hotel flat rate fees received in advance. Deferred revenue is classified as a liability,and amortized as revenue over the period in which services are provided. Compensated Absences Employees of the Organization earn a vested right to compensation for unused vacation. Accordingly,the Organization has made an accrual for vacation that employees have earned but not taken. 7 ANAHEP4I TRANSPORTATION NETWORK NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2009 Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Income Taxes The Organization is a not-for-profit organization that is exempt from income taxes under Section 501(c)(4) of the Internal Revenue Code. However, the Organization does receive unrelated business income. For the year ended June 30,2009,there was no tax liability on unrelated business income received during the year. Uncertain Tax Positions Management believes that all of the positions taken by the Organization on its federal and state income tax returns are more likely than not to be sustained upon examination. Therefore, as of June 30, 2009, the Organization does not have any uncertain tax positions that qualify for recognition or disclosure in the financial statements.The Organization's federal and California income tax returns for the fiscal years ended June 30,2006,2007,2008 and 2009 are subject to examination by the Internal Revenue Service and the California Franchise Tax Board,until the running of the statute of limitations for assessment,typically three years from the date the returns were filed.No interest or penalties related to tax liabilities are recognized in the accompanying financial statements. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. Note 2: CONCENTRATION OF RISK Major Service Provider 0 The Organization has contracted with one company to provide transportation services in the Anaheim area. The Organization believes that if this provider were to discontinue services, a similar service provider could be engaged with minimal economic affect to the Organization. 8 ANAHEIM TRANSPORTATION NETWORK NOTES TO THE FINANCIAL STATEMENTS JUNE 30,2009 Note 3: LONG-TERM DEBT Note payable,interest at 7.5%per year beginning December 1,2008 and payable thereafter in monthly installments of$3,857. On November 1,2013, all remaining principal amounts are due and payable $ 173,523 Less current portion of long-term debt 34,437 Total long-term debt(net) $ 139,086 The estimated maturities of the Organization's long-term debt as of June 30,2009, are as follows: Year Ended June 30, 2010 $ 34,437 2011 37,111 2012 39,992 2013 43,097 2014 18,886 Total $ 173,523 Note 4: OBLIGATION UNDER CAPITAL LEASE The Organization leases kiosk equipment under a capital leasing arrangement. The economic substance of the lease is that the Organization is financing the acquisition of the assets through the lease, and accordingly, it is recorded in the Organization's assets and liabilities. The lease obligation is secured by the kiosk equipment and the interest rate implicit in the lease is 8.5%. The long-term obligation under capital lease and current portion of the obligation under capital lease is summarized as follows: Obligation under capital lease $ 86,379 Less current portion of obligation under capital lease 35,000 Total long-term obligation under capital lease (net) $ 51.379 9 ANAHEIM TRANSPORTATION NETWORK NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2009 Note 4: OBLIGATION UNDER CAPITAL LEASE (Continued) The estimated future minimum payments required under the lease together with their present value as of June 30, 2009, are as follows: Year Ended June 30. 2010 $ 41,409 2011 41,409 2012 11,590 Total minimum lease payments 94,408 Less amount representing interest 8,029 Present value of minimum lease payments $ 86,379 Note 5: COMMITMENTS AND CONTINGENCIES The Organization conducted its operations from office space provided free of charge by Coach USA, LLC. Building rent expense and the corresponding donated office rental income amounted to $24,000 for the year ended June 30,2009. Outside storage space rent totaled $2,399 for the year. It is anticipated that future rent expense will not be less than the amount shown for the year ended June 30,2009. Note 6: OTHER INCOME Forgiveness of Debt During the year ended June 30, 2009,the Organization recorded$2,323,466 of forgiveness of debt income with respect to a debt settlement with Coach USA,LLC. Refer to"Note 8" for a more detailed explanation. Note 7: SUPPLEMENTAL CASH FLOWS INFORMATION For purposes of the Statement of Cash FIows, the Organization considers all highly liquid debt instruments with a maturity of three months or Iess and money market funds to be cash equivalents. Non cash investing and financing activities for the year ended June 30,2009, consisted of the acquisition of equipment in exchange for a long-term note payable in the amount of$192,496. Cash paid for interest and income taxes for the year ended June 30,2009, were as follows: 10 ANAHEIM TRANSPORTATION NETWORK NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2009 Note 7: SUPPLEMENTAL CASH FLOWS INFORMATION(Continued) Interest $ 22,613 Income taxes - Note 8: SUBSEQUENT EVENTS New Transportation Services Provider Effective July 31,2009, the Organization's contractual agreement to provide transportation services with Coach USA, LLC was terminated.As of the date of termination, Coach USA,LLC will no longer provide transportation services to the Organization. On July 1,2009,the Organization entered into a new transportation services agreement with MV Transportation, Inc. Effective August 1,2009, MV Transportation,Inc. will provide transportation services similar to the Organization's prior transportation service provider. Change of Administration Office Location Effective July 20, 2009, the Organization changed its administration office location to 1280 South Anaheim Boulevard,Anaheim,CA 92805.The change of office location was due primarily to the change in transportation service providers. Debt Settlement Agreement with Coach. USA LLC The contractual termination of Coach USA,LLC's transportation services to the Organization resulted from a dispute between both parties of the amount owed to Coach USA, LLC for services provided. After several meetings with both parties,the dispute was settled and a compromise was reached.The final debt settlement is $475,000. The Organization paid the debt settlement amount in December,2009.As of the date of this report,the Organization has settled any and all obligations with Coach USA,LLC. The settlement amount of$475,000 was recorded on the financial statement as a current liability for the year ended June 30,2009. As of June 30, 2009, since a settlement amount was reached in the amount of $475,000,forgiveness of debt income was generated and recognized in the amount of $2,323,466. The forgiveness of debt$2,323,466 represents the disputed relief of debt for the Organization and the amount the two parties agreed on. The Organization has reflected this amount in its financial statements as other income. 11 SUPPLEMENTARY INFORMATION 12 ANAHEIM TRANSPORTATION NETWORK SCHEDULE I - STATEMENT OF REVENUES FOR THE YEAR ENDED JUNE 30,2009 REVENUES: ART Revenues: ART ticket sales $ 3,466,418 Hotel flat rate 2,264,733 Advertising 419,343 Charters 281,131 Hotel kiosk lease 153,818 Total ART revenues $ 6,585,443 Program Revenues: Downtown shuttle service 91,072 OCTA tickets 59,583 Metrolink tickets 8,229 Commuter incentive 3,293 Total program revenues 162,177 Membership dues 50,051 Total revenues $ 6,797,671 Sec notes to the financial statements. 13 ANAHEIM TRANSPORTATION NETWORK SCHEDULE II -STATEMENT OF OPERATING EXPENSES FOR THE YEAR ENDED JUNE 30,2009 OPERATING EXPENSES: ART operating expenses: Anaheim resort transit service $ 4,757,029 Charters 241,383 Outside services 137,948 Salaries and wages 70,347 Hotel ticket credits 58,878 Advertising professional services 45,466 Maps and signs 36,346 Marketing and printing 33,065 Insurance: Transit liability insurance 23,556 Group medical 5,431 Workers' compensation 423 Kiosk expense: Repairs and maintenance 7,869 Data processing 6,813 Property tax 1,478 Purchases and licenses 834 Rentals and leases 825 Ticket refunds 7,640 Payroll taxes 5,645 Mystery shopping 5,327 Uniforms 4,985 Total ART operating expenses $ 5,451,288 Program operation expenses: Downtown shuttle service $ 95,857 Metrolink tickets 68,371 OCTA passes 67,558 Commuter incentive 4,000 Total program operation expenses $ 235,786 See notes to the financial statements. 14 ANAHEIM TRANSPORTATION NETWORK SCHEDULE II- STATEMENT OF OPERATING EXPENSES FOR THE YEAR ENDED JUNE 30,2009 General and administrative expenses: Salaries and wages $ 281,387 Professional and legal services 135,996 Insurance: Property liability 22,124 Group medical 21,726 Worker's compensation 1,694 Bank charges 32,783 Office rent 24,000 Payroll taxes 22,580 Kiosk merchant fees 19,780 Office supplies 11,888 Dues and subscriptions 10,875 Mailing costs 8,559 Telephone 7,057 General travel and promotion 6,073 Auto expense 5,880 Credit card fees 4,139 Conferences 4,073 Meals and entertainment 3,889 Repairs and maintenance 2.645 Payroll processing fee 2,421 Storage rent 2,399 Moving expenses 2,050 Board meetings 1,250 Utilities 969 Total general and administrative expenses $ 636,237 Total operating expenses $ 6,323,311 See notes to the financial statements. 15 ANAHEIM TRANSPORTATION NETWORK SCHEDULE III - STATEMENT OF OTHER INCOME AND (EXPENSE) FOR THE YEAR ENDED JUNE 30,2009 OTHER INCOME AND(EXPENSE) Forgiveness of debt(Note 6) $ 2,323,466 Office rent 24,000 Miscellaneous income 4,695 Interest income 380 Bad debt expense (7,194) Interest expense (22,613) Total other income and (expense) $ 2,322,734 See notes to the financial statements. 16 ANAHEIM TRANSPORTATION NETWORK FINANCIAL STATEMENTS AND SUPPLEMENTARY INFORMATION JUNE 30,2010 ANAHEIM TRANSPORTATION NETWORK TABLE OF CONTENTS PAGE INDEPENDENT AUDITORS'REPORT 1 FINANCIAL STATEMENTS Statement of Financial Position, June 30,2010 3 Statement of Activities for the Year Ended June 30,2010 4 Statement of Cash Flows for the Year Ended June 30,2010 5 Notes to the Financial Statements 7 a SUPPLEMENTARY INFORMATION Schedule I - Statement of Revenues for the Year Ended June 30,2010 19 Schedule II- Statement of Operating Expenses for the Year Ended June 30,2010 20 Schedule HI Statement of General and Administrative Expenses for the Year Ended June 30,2010 22 Schedules IV - Statement of Other Income and(Expense) for the Year Ended June 30,2010 23 Carpenter, Petersen & Associates , CPA ' s An Accountancy Corporation John T.Carpenter,C.P.A. 25 Orchard,Suite 100 David D.Petersen,C.P.A. Lake Forest,CA 92630 Tel:(949)951-3200 • Fax:(949)951-3210 E-Mail:inro@cpcpas.com www.cpcpas.com INDEPENDENT AUDITORS' RE-.PORT The Board of Directors Anaheim Transportation Network We have audited the accompanying statement of financial position of Anaheim Transportation Network, a California non-profit corporation, (the "Organization") as of June 30, 2010. and the related statements of activities and cash flows for the year then ended. These financial statements are the responsibility of the Organization's management. Our responsibility is to express an opinion on these financial statements based on our audit. We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements arc free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management. as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion. In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Anaheim Transportation as of June 30, 2010, and the changes in its net assets and its cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America. Our audit was conducted for the purpose of forming an opinion on the basic financial statements taken as a whole. Schedules 1 - IV are presented for purposes of additional analysis and are not a required part of the basic financial statements. Such information has been subjected to the auditing procedures applied in the audit of the basic financial statements and, in our opinion. is fairly stated in all material respects in relation to the basic financial statements taken as a whole. This report is intended solely for the information and use of the board of directors and management of Anaheim Transportation Network and is not intended to be and should not be used by anyone other than these specified parties. 1QtrA.1)-(A--- 4Z Lake Forest, California January 10, 2011 Serving Southern California for over 30 years ANAHEIM TRANSPORTATION NETWORK STATEMENT OF FINANCIAL POSITION JUNE 30,2010 ASSETS CURRENT ASSETS: Cash $ 233,177 Accounts receivable(less,allowance for doubtful accounts of$82,000) 1,472,893 Prepaid expenses 110,295 Federal income tax refund receivable 21,719 Total current assets 1,838,084 PROPERTY AND EQUIPMENT: Kiosk equipment $ 448,825 Transportation equipment 438,543 Leasehold improvements 113,154 Office furniture and equipment 59,853 Total property and equipment 1,060,375 Less accumulated depreciation 434,510 Total property and equipment,net 625,865 OTHER ASSETS: Restricted cash(Note 1) 200,000 Total assets $ 2.663,949 See notes to the financial statements. 2 LIABILITIES AND NET ASSETS CURRENT LIABILITIES: Accounts payable $ 1,500,529 Deferred revenue 93,777 Current portion of obligation under capital leases 46,372 Accrued payroll and payroll taxes 45,412 Current portion of long-term debt 37,107 Member deposits 20,717 Total current liabilities 1,743,914 LONG-TERM DEBT(Note 4) 101,981 OBLIGATION UNDER CAPITAL LEASES (Note 5) 10,854 COMMITMENTS AND CONTINGENCIES (Note 6) NET ASSETS: Unrestricted net assets (Note 1) $ 607,200 Permanently restricted net assets(Note 1) 200,000 Total unrestricted and permanently restricted net assets 807,200 Total liabilities and net assets $ 2,663.949 See notes to the financial statements. 3 ANAHEIM TRANSPORTATION NETWORK STATEMENT OF ACTIVITIES FOR THE YEAR ENDED JUNE 30,2010 CHANGES IN UNRESTRICTED NET ASSETS: REVENUES $ 8,544,470 EXPENSES: Operating expenses $ 7,269,199 General and administrative expenses 861,795 Total expenses 8,130,994 INCREASE IN NET ASSETS BEFORE OTHER INCOME (EXPENSE) 413,476 OTHER INCOME(EXPENSE) (12,055) INCREASE IN NET ASSETS 401,421 UNRESTRICTED NET ASSETS- JULY 1, 2009 340,588 Total 742,009 DESIGNATED PERMANENTLY RESTRICTED NET ASSETS (Note 1) (200,000) PRIOR PERIOD ADJUSTMENT(Note 10) 65,191 UNRESTRICTED NET ASSETS-JUNE 30,2010 $ 607,200 See notes to the financial statements. 4 CHANGES IN PERMANENTLY RESTRICTED NET ASSETS: PERMANENTLY RESTRICTED NET ASSETS- JULY 1,2009 $ -0- DESIGNATED PERMANENTLY RESTRICTED NET(NOTE 1) 200,000 PERMANENTLY RESTRICTED NET ASSETS-JUNE 30, 2010 $ 200,000 See notes to the financial statements. 5 ANAHEIM TRANSPORTATION NETWORK STATEMENT OF CASH FLOWS FOR THE YEAR ENDED JUNE 30, 2010 CASH FLOWS FROM OPERATING ACTIVITIES: Increase in net assets $ 401,421 Adjustments to reconcile decrease in net assets to net cash provided by operating activities: Depreciation 130,954 Bad debt expense 66,176 Changes in assets and liabilities: Increase in accounts payable 885,266 Increase in accrued payroll and vacation 13,059 Decrease in accrued property taxes (1,478) Increase in prepaid expenses (7,922) Decrease in deferred revenue (76,613) Increase in accounts receivable (985,332) Total cash provided by operating activities 425,531 CASH FLOWS FROM INVESTING ACTIVITIES: Acquisition of property and equipment (170,796) CASH FLOWS FROM FINANCING ACTIVITIES: Repayment of long-term debt(net) $ (34,435) Repayment of capital lease obligation(net) (40,226) Total cash used from investing activities (74,661) INCREASE IN CASH FOR THE YEAR 180,074 CASH-JULY 1,2009 253,103 CASH-JUNE 30,2010 433,177 LESS RESTRICTED CASH (200,000) CASH-CURRENT ASSETS $ 233,177 See notes to the financial statements. 6 ANAHEIM TRANSPORTATION NETWORK NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2010 Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES Organization The Anaheim Transportation Network(the "Organization")was formed in September, 1995, as a California non-profit organization,tax-exempt under Section 501 (c)(4)of the Internal Revenue Code. The Organization provides transportation coordination services to businesses, employees and visitors of the Anaheim resort area. The Organization's primary goal is to help mitigate current transportation problems and improve travel through and within the Anaheim area, in order to create a positive and satisfying environment for employees,customers, visitors, and residents of the city of Anaheim. The Organization receives its primary funding from transportation programs in the city of Anaheim and Orange County and membership dues. Effective July 20,2009,the Organization changed its administration office location to 1280 South Anaheim Boulevard,Anaheim, CA 92805. The change of office location was due primarily to the change in transportation service providers. New Transportation Services Provider Effective July 29, 2009,the Organization's contractual agreement to provide transportation services with Coach USA,LLC was terminated.As of the date of termination, Coach USA, LLC no longer provided transportation services to the Organization. On July 1,2009,the Organization entered into a new transportation services agreement with MV Public Transportation,Inc. Effective July 29,2009,MV Public Transportation, Inc.will provide transportation services similar to the Organization's prior transportation service provider. 7 ANAHEIM TRANSPORTATION NETWORK NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2010 Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) ART and Visitor Transportation Program The city of Anaheim has designated the Organization to administer the Anaheim Resort Transportation("ART")project on the city's behalf. Working with the hospitality industry,the city and MV Public Transportation,Inc., the Organization created a high quality,clean fuel transportation system for the Anaheim resort area. The ART fleet is composed of electric buses,propane vehicles,and electric trams. This program offers services to the entire Anaheim Resort area, allowing guests the ability to circulate and access the event centers, shopping, dining,and evening entertainment in the area. General Membership Programs The Organization has a membership program that provides a variety of services and benefits to member companies including, but not limited to,regulatory compliance assistance with Rule 2202 ("Ridesharing Rule"), legislative and regulatory tracking and other transportation related projects. Codification Effective July 1,2009,the Financial Accounting Standards Board's(FASB)Accounting Standards Codification (ASC) become the single official source of authoritative, nongovemment U.S. generally accepted accounting principles(GAAP). The historical GAAP hierarchy was eliminated and the ASC became the only level of authoritative GAAP. The Organization's accounting policies were not affected by the conversion to ASC. Basis of Accounting The financial statements of the Organization have been prepared on the accrual basis of accounting in accordance with U.S. generally accepted accounting principles. Under the accrual basis of accounting,revenues are recorded as earned and expenses are recorded at the time liabilities are incurred. 8 ANAHEIM TRANSPORTATION NETWORK NOTES TO THE FINANCIAL STATEMENTS JUNE 30,2010 Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Basis of Presentation The financial statements presentation are in accordance with FASB ASC 958-205, Financial Statements of Not-for-Profit Organizations.Under FASB ASC 958-205, the Organization is required to report information regarding its financial position and activities according to three classes of net assets; unrestricted net assets,temporarily restricted net assets, and permanently restricted net assets. During the year ended June 30,2010,the Board of Directors approved$200,000 of permanently restricted net assets for unforeseen, future events. The Organization had no temporarily restricted net assets. Accounts Receivable Accounts receivable are presented at face value,net of the allowance for doubtful accounts. The Organization extends credit to its customers, substantially all of whom are businesses operating in Anaheim, California. Collateral is generally not required. Credit losses are provided for in the allowance for doubtful accounts based on managements's historical experience. Although the Organization expects to fully collect amounts due, actual collections may differ from estimated amounts. Property,Equipment and Related Depreciation Property and equipment are carried at cost. Maintenance and repairs,including the replacement of minor items,are expensed as incurred. Major additions and upgrades to property and equipment are capitalized. Depreciation expense for the year ended June 30, 2010 amounted to $130,954. Depreciation is computed using the straight-line method over the estimated useful lives, as follows: Estimated Useful Lives Kiosk equipment 5 years Office furniture and equipment 5-10 years Transportation equipment 3-7 years Leasehold improvements 40 years 9 ANAHEIM TRANSPORTATION NETWORK NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2010 Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Deferred Revenue Deferred revenue is composed of amounts received for advertising and hotel flat rate fees received in advance. Deferred revenue is classified as a liability, and amortized as revenue over the period in which services are provided. Compensated Absences Employees of the Organization earn a vested right to compensation for unused vacation. Accordingly,the Organization has made an accrual for vacation that employees have earned but not taken. Income Taxes The Organization is a not-for-profit organization that is exempt from income taxes under Section 501(c)(4) of the Internal Revenue Code. However, the Organization does receive unrelated business income. For the year ended June 30,2010,there was no tax liability on unrelated business income received during the year. Uncertain Tax Positions Management believes that all of the positions taken by the Organization on its federal and California income tax returns are more likely than not to be sustained upon examination. Therefore,as of June 30,2010,the Organization does not have any uncertain tax positions that qualify for recognition or disclosure in the financial statements.The Organization's federal and California income tax returns for the fiscal years ended June 30, 2008,2009 and 2010 are subject to examination by the Internal Revenue Service and the California Franchise Tax Board, until the running of the statute of limitations for assessment,typically three years from the date the returns were filed. No interest or penalties related to tax liabilities are recognized in the accompanying financial statements. Use of Estimates The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect certain reported amounts and disclosures. Accordingly, actual results could differ from those estimates. 10 ANAHEIM TRANSPORTATION NETWORK NOTES TO THE FINANCIAL STATEMENTS JUNE 30,2010 Note 1: SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued) Subsequent Events Management has evaluated subsequent events through January 10, 2011,the date on which the financial statements were available to be issued. Note 2: CONCENTRATION OF CREDIT RISK As of June 30, 2010, the Organization had cash deposits with one financial institution in excess of the F.D.I.C. deposit insurance amount of$250,000. The Organization's uninsured deposits with the financial institution totaled $192,402 as of June 30, 2010. CONCENTRATION OF RISK Major Funding Source Effective March 18, 2010,the Organization entered into a contractual agreement with Disneyland Resort,a division of Walt Disney Parks and Resorts U.S.A., Inc. The Organization is providing a transit route,Route 17,which is an express downtown circulatory service to connect various Anaheim Resort parking facilities and the East Esplanade -the main transportation center for Disneyland Resort. Disneyland Resort agreed to compensate the Organization for all associated start-up costs and operating expense through an assessment fee. As of June 30,2010 the Organization recognized the following revenue from Route 17: Route 17 Start-up costs $ 237,038 April ART services 336,456 May ART services 349,924 June ART services 363,936 Total Route 17 Revenue $ 1.287.354 Termination of this contract by either party could negatively affect the revenues of the Organization and the Organization's results of operations. 11 ANAHEIM TRANSPORTATION NETWORK NOTES TO THE FINANCIAL STATEMENTS JUNE 30,2010 Note 2: CONCENTRATION OF CREDIT RISK (Continued) Major Service Provider The Organization has contracted with one company to provide transportation services in the Anaheim area. The Organization believes that if this provider were to discontinue services, a similar service provider could be engaged with minimal economic affect to the Organization. Note 3: FAIR VALUE MEASUREMENTS FASB ASC 820, "Fair Value Measurements,"establishes a framework for measuring fair value in accordance with U.S. GAAP,and expands disclosures about fair value measurements. As defined in ASC 820,fair value is based on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. In order to increase consistency and comparability in fair value measurements,ASC 820 establishes a fair value hierarchy that prioritizes observable and unobservable inputs used to measure fair value into three broad levels, which are described below: Level 1: Quoted prices(unadjusted) in active markets that are accessible at the measurement date for assets or liabilities. The fair value hierarchy gives the highest priority to Level 1 inputs. Level 2: Observable prices that are based on inputs not quoted on active markets, but corroborated by market data. Level 3: Unobservable inputs are used when little or no market data is available. The fair value hierarchy gives the lowest priority to Level 3 inputs. In determining fair value,the Organization utilizes valuation techniques that maximize the use of observable inputs and minimize the use of unobservable inputs to the extent possible,as well as considers counterparty credit risk in assessment of fair value. 12 ANAHEIM TRANSPORTATION NETWORK NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2010 Note 3: FAIR VALUE MEASUREMENTS (Continued) Investments carried at fair value as of June 30, 2010 are classified in the table below in one of the three categories described above: Level 1 Level 2 Level 3 Total Money Market $ 60,434 $ - $ - $ 60,434 Total investments at fair value $ 60,434 $ - $ - $ 60,434 Below is a summary of valuation techniques for Level 1 investments: Money market values were obtain using only quoted prices in active markets. Note 4: LONG-TERM DEBT Note payable, interest at 7.5%per year beginning December 1,2008 and payable thereafter in monthly installments of$3,857. On November 1, 2013,all remaining principal amounts are due and payable $ 139,088 Less current portion of long-term debt 37,107 Total long-term debt(net) $ 101,981 The estimated maturities of the Organization's long-term debt as of June 30,2010, are as follows: Year Ended June 30, 2011 $ 37,107 2012 39,988 2013 43,092 2014 18,901 Total $ 139,088 13 ANAHEIM TRANSPORTATION NETWORK NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2010 Note 5: OBLIGATION UNDER CAPITAL LEASE The Organization leases kiosk equipment under a capital leasing arrangement. The economic substance of the lease is that the Organization is financing the acquisition of the assets through the lease,and accordingly, it is recorded in the Organization's assets and liabilities. The lease obligation is secured by the kiosk equipment and the interest rate implicit in the lease is 8.5%. The long-term obligation under capital lease and current portion of the obligation under capital lease is summarized as follows: Obligation under capital lease $ 50,953 Less current portion of obligation under capital lease 40,610 Total long-term obligation under capital lease(net) $ 10.343 The estimated future minimum payments required under the lease together with their present value as of June 30,2010,are as follows: Year Ended June 30, 2011 $ 41,409 2012 10,387 Total minimum lease payments 51,796 Less amount representing interest 843 Present value of minimum lease payments $ 50,953 The Organization leases telephone equipment under a capital leasing arrangement. The economic substance of the lease is that the Organization is financing the acquisition of the assets through the lease,and accordingly,it is recorded in the Organization's assets and liabilities. The lease obligation is secured by the telephone equipment and the interest rate implicit in the lease is 11.57%. The long- term obligation under capital lease and current portion of the obligation under capital lease is summarized as follows: 14 ANAHEIM TRANSPORTATION NETWORK NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 20I0 Note 5: OBLIGATION UNDER CAPITAL LEASE(Continued) Obligation under capital lease $ 6,273 Less current portion of obligation under capital lease 5,762 Total long-term obligation under capital lease(net) $ 511 The estimated future minimum payments required under the lease together with their present value as of June 30, 2010,are as follows: Year Ended June 30, 2011 $ 6,188 2012 517 Total minimum lease payments 6,705 Less amount representing interest 432 Present value of minimum lease payments $ 6,273 Note 6: COMMITMENTS AND CONTINGENCIES Rent The Organization conducted its operations from office space provided free of charge by Coach USA,LLC through July 20,2009. Building rent expense and the corresponding donated office rental income amounted to$2,000 for the year ended June 30,2010. Effective July 20,2009, the organization changed its administration office location. The Organization's new building space is leased on a month-to- month basis. The Organization paid$92,221 in building rent expense at the new administration office location. Outside storage space rent totaled$2,399 for the year. It is anticipated that future rent expense will not be less than the amount shown for the year ended June 30,2010. 15 ANAHEIM TRANSPORTATION NETWORK NOTES TO THE FINANCIAL STATEMENTS JUNE 30,2010 Note 6: COMMITMENTS AND CONTINGENCIES (Continued) Litigation The Organization is currently involved in litigation with an incident involving its former transportation service provider. The former transportation service provider has agreed to incur all losses in connection with this case. The likelihood of an unfavorable outcome linked to the Organization is remote and not estimable. The Organization has not accrued any contingent liability and does not expect to incur any losses with respect to this litigation in the near future. Note 7: ENVIRONMENTAL CONTINGENT LIABILITY Contingent liabilities are either possible obligations that will probably not require a transfer of economic benefits,or present obligations that may,but probably will not, require a transfer of economic benefits.It is not considered appropriate to make provisions for such contingent liabilities,but there is a chance that they will result in an obligation in the future. The Organization has certain contingent,environmental liabilities that may eventually result in the payment of substantial monetary claims to third parties.The likelihood of this liability is remote and not reasonably estimable. The Organization does not believe that any environmental contingent liability will result in a material loss. These future costs are not fully determinable due to such factor as the unknown magnitude of possible contamination,the unknown timing and extent of corrective actions that may be required,the determination of the company's liability in proportion to other responsible parties,and the extent to which such costs are recoverable from third parties. In addition, the Organization has a current Special Property Insurance Program (SPIP)with Alliant Insurance Services,Inc. This policy includes a$250,000 accidental contamination per occurrence coverage. Note 8: PENSION PLAN 403(b)Plan The Organization adopted a qualified 403(b)plan. Employees are eligible to participate in the plan upon hire. Each employee,after entering the plan,is eligible to make elective salary deferrals up to the maximum deferral each year as permitted 16 ANAHEIM TRANSPORTATION NETWORK NOTES TO THE FINANCIAL STATEMENTS JUNE 30, 2010 Note 8: PENSION PLAN (Continued) 403(b)Plan(Continued) by the IRS based on the employee's age($16,500 or$22,000 for 2010 dependent upon age). The Organization will not contribute to this plan. Note 9: SUPPLEMENTAL CASH FLOWS INTFORMATION For purposes of the Statement of Cash Flows,the Organization considers all highly liquid debt instruments with a maturity of three months or Iess and money market funds to be cash equivalents. Non cash investing and financing activities for the year ended June 30, 2010,consisted of the acquisition of equipment in exchange for a long-term note payable in the amount of$11,703. Cash paid for interest and income taxes for the year ended June 30, 2010,were as follows: Interest $ 18,705 Income taxes - Note 10: PRIOR PERIOD ADJUSTMENT It was determined that unrestricted net assets as of July 1,2009 needed to be restated for the financial statements to be in conformity with generally accepted accounting principles. Corrections of prior period errors are as follows: Recognition of 2008 ART ticket revenue from Getaway Travel was omitted from the Organization's accounts receivable aging report. The prior period amount was added to the Organization's accounts receivable aging report during this fiscal year $ 43,472 An alternative fuel credit was not calculated for the prior year ended June 30, 2009. The prior year fuel credit was calculated and claimed during this fiscal year 21.719 Total prior period adjustment $ 65,191 17 SUPPLEMENTARY INFORMATION 18 ANAHEIM TRANSPORTATION NETWORK SCHEDULE I- STATEMENT OF REVENUE FOR THE YEAR ENDED JUNE 30, 2010 REVENUES: ART Revenues: ART ticket sales $ 4,003,350 Hotel flat rate 2,240,700 Route 17 1,287,354 Advertising 595,734 Hotel kiosk lease 135,935 Group moves 83,800 Total ART revenues S 8,346,873 Program Revenues: Downtown shuttle service 84,085 Transit passes 61,330 Commuter incentive 1,188 Total program revenues 146,603 Membership dues 50,994 Total revenues $ 8,544.470 See note to the financial statements. 19 ANAHEIM TRANSPORTATION NETWORK SCHEDULE II -STATEMENT OF OPERATING EXPENSES FOR THE YEAR ENDED JUNE 30,2010 OPERATING EXPENSES: ART operating expenses: Anaheim resort transit service $ 4,987,180 Fuel 585,218 Maps and sign printing 280,588 Leased buses: Bus leasing 115,536 Repairs and maintenance 113,236 Bus washing 3,020 Bus repairs and maintenance: Art fleet repairs and maintenance 123,848 Facilities maintenance 38,750 Electric bus repairs and maintenance 30,985 Bus washing 12,945 Outside services 157,142 Depreciation 116,149 Advertising professional services 102,879 Salaries and wages 99,191 Marketing and printing 71,507 Facility rent 60,861 Group moves 42,149 Insurance: Transit liability insurance 23,793 Group medical 7,873 Workers' compensation 977 Hotel ticket credits 32,426 Kiosk expenses 29,895 Utilities 18,845 Uniforms 14,787 Payroll taxes 8,892 Telephone 8,578 Total ART operating expenses $ 7.087,250 See note to the financial statements. 20 Program operating expenses: Downtown shuttle service $ 76,715 Transit passes 61,292 Metrolink tickets 41,087 Commuter incentive 2,855 Total program operating expenses 181,949 Total operating expenses $ 7,269,199 See note to the financial statements. 21 ANAHEIM TRANSPORTATION NETWORK SCHEDULE III - STATEMENT OF GENERAL AND ADMINISTRATIVE EXPENSES FOR THE YEAR ENDED JUNE 30,2010 GENERAL AND ADMINISTRATIVE EXPENSES: Salaries and wages $ 381,718 Professional and legal services 128,594 Insurance: Group medical 31,492 Property liability 30,266 Pollution liability 9,152 Worker's compensation 3,909 Payroll taxes 35,569 Office rent 33,360 Bank charges 28,650 Kiosk merchant fees 27,237 Marketing 20,000 Utilities 18,846 Office supplies 16,467 Depreciation 14,805 Dues and subscriptions 14,451 Taxes and licenses 8,747 Credit card fees 7,925 Telephone 7,705 Mailing costs 7,127 General travel and promotion 6,306 Conferences 5,599 Auto expense 5,300 Meals and entertainment 4,783 Professional development and training 3,764 Moving expenses 3,751 Storage rent 2,399 Payroll processing fee 2,731 Board meetings 1,142 Total general and administrative expenses $ 861,795 See note to the financial statements. 22 ANAHEIM TRANSPORTATION NETWORK SCHEDULE IV- STATEMENT OF OTHER INCOME AND(EXPENSE) FOR THE YEAR ENDED JUNE 30, 2010 OTHER INCOME AND (EXPENSE) Miscellaneous income $ 70,612 Office rent 2,000 Interest income 214 Interest expense (18,705) Bad debt expense (66,176) Total other income and(expense) $ (12,055) • See note to the financial statements. 23 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network ATTACHMENT F Franchise Ordinance 5911 F ORDINANCE NO. 5911 AN (UN-CODIFIED) ORDINANCE OF THE CITY OF ANAHEIM GRANTING A NON-EXCLUSIVE FRANCHISE TO ANAHEIM TRANSPORTATION NETWORK TO PROVIDE RESORT TRANSPORTATION SHUTTLE SERVICE WITHIN THE ANAHEIM RESORT AND OTHER AREAS WITHIN THE CITY OF ANAHEIM AND STATING THE TERMS AND CONDITIONS UPON WHICH SAID FRANCHISE IS GRANTED. WHEREAS,Section 1400 of Article XIV of the Charter of the City of Anaheim(the "Charter")establishes procedures for the award of franchises by the City;provides that any person, firm or corporation furnishing the City or its inhabitants with transportation may be required by ordinance to have a franchise therefor;and further provides that the City Council is empowered to grant such franchises and to establish additional procedures and terms and conditions of such grants; and WHEREAS,the City Council has heretofore adopted Section 1.02.010 requiring any person,firm or corporation furnishing the City or its inhabitants with transportation to have a valid and existing franchise therefor;and WHEREAS, the City has received an application and proposal from the Anaheim Transportation Network,a non-profit Transportation Management Association,ninety-eight percent (98%) or more of whose operations occur within the limits of the City of Anaheim, for a non- exclusive franchise to operate resort shuttle transportation within The Anaheim ResortTM,a copy of which application and proposal shall remain on file in the Office of the City Clerk,is referred to as Exhibit"A"and is incorporated herein by such reference as though set forth at length;and WHEREAS,the City has a significant history of steps to improve the quality,safety, and environmental sensitivity of guest transportation in The Anaheim ResortTM;and WHEREAS,pursuant to mitigation measures imposed on businesses located within The Anaheim ResortTM, property owners/developers of new and/or expanded developments are required to join and financially participate in a clean fuel shuttle program; and WHEREAS, the Anaheim Transportation Network (ATN) was created in part to improve transportation in Anaheim - with a distinct focus on transportation demand management programs and the creation of a clean fuel shuttle system to serve guests of The Anaheim ResortTM; and WHEREAS, it is in the best interests of the City and is in furtherance of the public health, safety and welfare of the guests and citizens of the City to support and ensure clean fuel shuttle systems not only within The Anaheim ResortTM but also in other areas of the City;and • MEV T WHEREAS, the City will benefit from such franchise because it will allow the maintenance ofa resort standard of transportation service and contribute to successful traffic and air quality mitigation as prescribed in the Anaheim Resort Specific Plan; and WHEREAS, the City Council of the City of Anaheim heretofore reviewed the Application and Proposal for Non-Exclusive Franchise submitted by ATN and considered the information presented therein,and has considered the proposed terms and conditions set forth in the staff reports and recommendations and other relevant information relating thereto;and WHEREAS, the City Council of the City of Anaheim heretofore considered the benefits to the public health and welfare of having a resort standard of transportation available not only in The Anaheim ResortTM,but also in other guest-oriented areas of the City,including,but not limited to,the Arrowhead Pond of Anaheim and Angel Stadium of Anaheim and surrounding areas, the downtown business district of the City of Anaheim;and WHEREAS, pursuant to the procedure set forth in Article XIV of the Charter, the City Council did adopt its Resolution No. 2004-33, making certain findings, approving the application and declaring its intention to grant a non-exclusive franchise to the ATN to operate resort shuttle transportation within not only The Anaheim ResortT"', but also the Arrowhead Pond of Anaheim, Angel Stadium of Anaheim and surrounding areas, the downtown area of the City of Anaheim and such other locations as may be designated by the City Manager,or his or her designee (hereinafter"City Manager");stating the terms and conditions upon which it was proposed to grant the franchise (the "Franchise"); and establishing the date, hour and place when and where any persons having any interest therein or objection thereto could appear and be heard thereon; and WHEREAS,notice of said public hearing was published and otherwise given in the manner required by Article XIV of the Charter;and WHEREAS,on April 20,2004,the City Council commenced the duly noticed public hearing upon said Proposal and the proposed grant of a Franchise to ATN to operate Resort Shuttle Transportation within not only The Anaheim ResortTM, but also the Arrowhead Pond of Anaheim, Angel Stadium of Anaheim and surrounding areas, the downtown area of the City, and other locations that may be designated by the City Manager,at which public hearing the City Council did hear testimony and consider evidence from persons having any interest in the proposed franchise, and did consider any and all objections thereto; and WHEREAS, the City Council hereby overrules all objections to the proposed grant of a Non-Exclusive Franchise to the ATN in accordance with the terms and conditions and subject to the limitations hereinafter set forth;and WHEREAS,the ATN is qualified under the provisions of Article XIV of the Charter of the City of Anaheim and the terms and conditions established pursuant to Chapter 1.03 of Title 1 of the Anaheim Municipal Code to be granted the requested non-exclusive franchise. 2 -"- - I NOW,THEREFORE,THE CITY COUNCIL OF THE CITY OF ANAHEIM DOES ORDAIN AS FOLLOWS: SECTION 1. GRANT OF FRANCHISE. The City Council hereby grants a non-exclusive franchise(hereinafter"Franchise") to Anaheim Transportation Network Company(hereinafter"Franchisee")for the operation of clean fuel and/or pure electric buses,passenger trams and other clean fuel vehicles within The Anaheim Resortmi,the Arrowhead Pond of Anaheim,Angel Stadium of Anaheim and surrounding areas,the downtown area of Anaheim, and such other areas as may be designated by the City Manager. Although no limitation on the number of clean fuel vehicles Franchisee operates is specified at this time,the City Council reserves the right to place a limit on the number of vehicles should the City Council determine that it is in the best interests of the City to grant franchises to other services ninety-eight percent(98%) or more of whose operations occur within the City of Anaheim. SECTION 2. TERMS AND CONDITIONS OF FRANCIIISE. The terms and conditions upon which said Franchise is granted,and with which the Franchisee is hereby expressly required to comply, are each of those certain terms, conditions, limitations, representations and requirements as expressly set forth in (i) the Application and Proposal submitted by Franchisee,Exhibit"A"herein;(ii)the terms and conditions of this Ordinance and(iii)the regulations and requirements for the operation of guest shuttle transportation within The Anaheim Resortml and other designated areas,as set forth in Exhibit"B",as such Exhibit"B"may be amended from time to time (collectively referred to herein as the "Regulations") by the City Manager,or his or her designee. The Regulations are incorporated herein by this reference as if set forth in full. The aforesaid documents are on file,and available for public inspection,in the Office of the City Clerk of the City of Anaheim during regular business hours. If there is a conflict between Exhibit"A"and Exhibit"B,"Exhibit"B"shall control. If there are conflicts between or among the provisions of this Ordinance and Exhibit "A"and/or Exhibit "B,"this Ordinance shall apply. SECTION 3. TERM OF FRANCHISE. Upon timely acceptance hereof in accordance with Section 1405 of Article XIV of the Charter, the term of this Franchise shall be for a period of seven (7) years, unless earlier terminated by the City Council. Said Franchise may be extended indefinitely by the City Manager in one(1)year increments upon request of the Franchisee provided the City Manager determines that the Franchise has been exercised in a manner consistent with the Regulations and with the terms and conditions of such Franchise during the initial seven(7)year period and such subsequent one-year extensions. Each annual extension shall be requested in writing by the Franchisee to the City Manager of the City of Anaheim, or his or her authorized representative, not later than thirty(30) days prior to the date of expiration of the initial seven year period and each such additional one year extension thereof. Failure to request any annual extension within the time period specified shall be deemed a waiver of said annual extension. The term of this Franchise shall commence upon the later 3 - T T of either the effective date of this ordinance or the date of acceptance of this Franchise by the Franchisee as required pursuant to Section 1403 of the Charter. SECTION 4. FRANCHISE FEES. Franchisee shall pay a Franchise fee to the City during the life of such Franchise. The amount of the Franchise fee shall be One Dollar($1.00)per fiscal year. The first payment of such Franchise fee shall be due and payable within thirty(30)days of the effective date of the Franchise. Thereafter,the Franchise Fee shall be due and payable July 1 of each such subsequent year. The payment of Franchise fees to the City by the Franchisee pursuant to this ordinance shall be in addition to any license fee or business license tax prescribed by the City. SECTION 5. TERMINATION OF NONEXCLUSIVE FRANCHISE BY THE CITY COUNCIL The City Council shall have the right to terminate or to suspend this Franchise for reasons and pursuant to procedures set forth in this Section A notice of intent to terminate this Franchise shall be personally delivered or mailed by certified mail, at the discretion of the City, to Franchisee herein at the address given on the application pursuant to which this Franchise is issued. The notice shall state the grounds for termination and shall give the Franchisee notice of a hearing before the City Council thereon,which shall be convened no more than 15 days after the date of notice unless the time for such hearing is extended by mutual agreement. The hearing shall be conducted and closed,and decision rendered thereon,within 60 days after the date of the notice unless the time therefor is extended by mutual agreement. The City Council shall have the right to terminate the Franchise granted herein, by ordinance, if the City Council finds, based upon a preponderance of the evidence, after a public hearing, that the Franchisee has failed to comply with any term, condition or other requirement of the Franchise or that Franchisee has failed to pay the Franchise fees required under this ordinance or has violated any provision of this ordinance granting the Franchise,or any ordinance of the City or any law or regulation of the state or of the United States in connection with the performance of this Franchise or that Franchisee's conduct demonstrates that the Franchisee is unable or unwilling to comply with the terms of this Franchise. In its discretion, the City Council may appoint a Hearing Officer to conduct such revocation hearing, receive such evidence as is properly introduced, take testimony thereon, and render a recommendation to the City Council on the issue before the Hearing Officer. The Hearing Officer shall be a Stipulated Hearing Officer selected by the mutual agreement of the parties by alternately striking names from a list of at least seven(7)qualified hearing officers provided by the California State Mediation and Conciliation Service. If the Parties are unable to reach agreement 4 VEr r i upon the selection of a hearing officer within sixty(60)days of notice from the City Council of its intent to terminate the Franchise, the City Council may appoint an Employee Hearing Officer to serve as the hearing officer. Definitions of "Stipulated Hearing Officer," "Employee Hearing Officer,""hearing"and"Hearing Officer"as set forth in Section 1.12.110 of the Anaheim Municipal Code shall apply to this Section 5. At a regularly scheduled meeting held within sixty(60)days following the conclusion of the public hearing, or within sixty (60) days following the issuance of the hearing officer's recommendations, if the matter has been referred to a hearing officer pursuant to this Section,the City Council shall by motion adopt,reject or modify the findings of the hearing officer by a vote of no less than three members. If the recommendation of the hearing officer is modified or rejected, the City Council shall determine the issue at that time and may instruct the City Attorney to prepare a proposed written decision in accordance with the action of the City Council. The City Council shall adopt or modify such written decision by motion within twenty-one (21) days of its action requiring preparation of a written decision. The adoption of a dispositive motion by the City Council shall be final and conclude the administrative process. Notice of the final decision of the City Council shall be provided by certified mail to the Franchisee. Upon termination of this Franchise, Franchisee shall return to City all vehicles Franchisee previously received from City in the condition in which they were received and/or improved with grant-funded betterments, with the exception of normal wear and tear. SECTION 6. TEMPORARY SUSPENSION OF FRANCHISE. The City Manager may temporarily suspend any Franchise without a hearing, whenever the continued operation by the Franchisee would constitute a danger to public health, safety, welfare or public morals, including, without limitation, where there is a failure to maintain the minimum levels and standards of liability insurance or claims reserve or failure to keep in full force and effect any applicable licenses or permits required by federal,state or local law. The notice of temporary suspension shall be either(1)personally delivered to the Franchisee at the address on the application pursuant to which this Franchise was issued, or(2)mailed by certified mail to the Franchisee at the address given on the application pursuant to which this Franchise was issued. The temporary suspension is effective upon the earlier of either delivery of said notice or the expiration of five(5)days from the date of mailing. The notice of temporary suspension shall include a notice of the date and time for a termination hearing and all other information. The temporary suspension shall remain effective until the decision on termination is made in accordance with the procedure set forth in Section 5 above. SECTION 7. NON-ALIENATION OF FRANCHISE. The grant of this Franchise pursuant to this ordinance is a privilege to be held in trust by Franchisee. Such Franchise shall not be sold,leased,transferred,assigned,or otherwise disposed of, either in whole or in part, whether by forced sale, merger, consolidation, bankruptcy, 5 _ T i reorganization under bankruptcy laws or otherwise, without the prior written consent of the City Council. The consent of the City Council shall be subject to such terms and conditions as it may prescribe. Any attempted sale, lease, transfer, assignment or other attempted disposition of this Franchise without the prior written consent of the City Council shall render said Franchise null and void. SECTION 8. CITY INSPECTION AUTHORITY. The Franchisee shall at all times maintain accurate and complete accounts of all revenues and income arising out of its operations under the Franchise granted pursuant to this ordinance, a list of vehicles in use for shuttle transportation, any complaints by patrons and such other information as is necessary to verify compliance with the terms of the Franchise granted hereunder. Franchisee's books,accounts and records pertaining to compliance with the terms of this Franchise shall at all reasonable times be open to inspection,examination and audit by authorized officers, employees and agents of the City. The refusal of the Franchisee to provide the required records for inspection by the City shall be deemed a violation of the Franchise and shall be cause for termination of the Franchise. Any proprietary data provided to the City shall be maintained as confidential to the extent permitted by law. The City shall have the right to enter the premises used by Franchisee or its contractors for the purpose of inspecting and auditing all books and records which pertain to this Franchise and performance by Franchisee hereunder. The City shall also have the right to enter the premises used by Franchisee or its contractors for the purpose of inspecting vehicles that are used to provide services under this Franchise. Neither the exercise of this right nor the election not to exercise this right shall impose any liability of any kind or nature upon City. The City shall notify Franchisee that City representatives are on the premises and City representatives shall be required to comply with any security measures in place on the premises. SECTION 9. RESORT TRANSPORTATION FRANCHISE DECALS REOUIRED. Franchisee shall cause to be affixed to each and every resort transportation vehicle so franchised decals issued by the City's Public Works Department. Two decals shall be affixed to each vehicle covered by this Franchise-one on the left front fender and one on the right front fender in a location approved by the Director. Franchisee shall pay the cost of providing and issuing said decals in an amount established by resolution of the City Council. SECTION 10. POWERS RESERVED TO THE CITY. In addition to all other rights reserved to the City under this ordinance or otherwise, the following shall apply. 6 �r T There is reserved to the City every right and power,and the exercise thereof,which is reserved or authorized by any provisions of any lawful ordinance or resolution of the City,whether enacted before or after the effective date of this ordinance. Neither the granting of this Franchise nor the provisions of this Franchise shall constitute a waiver of or a bar to the exercise of any governmental right or power of the City. The Franchisee shall have no recourse whatsoever against the City, its officers, employees or agents, for any loss, cost, expense or damage arising out of any provision or requirement of this ordinance or of the Franchise issued herein or because of the enforcement of this ordinance. There is expressly reserved to the City the power and authority to amend any section of this ordinance so as to require additional or greater standards on the part of the Franchisee and the power and authority to increase the Franchise fees to be paid by the Franchisee. SECTION 11. INDEMNIFICATION. The Franchisee shall indemnify,hold harmless,release and defend the City,its City Council and each member thereof, and its officers, employees, commission members and representatives from and against any and all liability,claims,suits,costs,expenses,fines,judgments, settlements, charges or penalties whatever, including reasonable attorneys fees, regardless of the merit or outcome of the same arising out of, or in any manner connected with, any or all of the operations or services authorized,conducted or permitted under this Franchise. SECTION 12. INSURANCE. Without limiting City's right to indemnification, Franchisee shall secure prior to commencing any activities under this Franchise,and shall maintain during the term of this Franchise, including extensions, insurance coverage as follows: A. Worker's Compensation as required by California statutes; B. Commercial Liability Insurance, including coverage for Premises and Operations, Contractual Liability, Personal Injury Liability, Products/Completed Operations Liability, and Independent Operators' Liability (if applicable), in an amount of not less than One Million Dollars ($1,000,000.00) per occurrence, combined single limit, written on an occurrence form. C. Comprehensive Automobile Liability coverage in an amount of not less than $I Million Dollars($1,000,000.00)per occurrence,combined single limit,written on an occurrence form. 7 D. Umbrella/Excess Liability Insurance, in excess of the primary coverages required in Paragraphs B and C of this Section 12, in an amount, when combined with the primary coverages required in Paragraphs B and C of this Section 12,shall not be less than Twenty Million Dollars($20,000,000.00)per occurrence,written on an occurrence form, for Automobile Liability and Ten Million Dollars ($10,000,000.00) for General Liability, per occurrence, written on an occurrence form. E. Each insurance policy required above shall contain the following clauses: "This insurance shall not be cancelled, or limited in scope of coverage, until after thirty(30)days prior written notice has been given to the City." F. Each insurance policy required above, except policies for Workers' Compensation, shall contain the following clauses: 1. "It is agreed that any insurance maintained by Franchisee pursuant to this Ordinance shall be primary to,and not contribute to,any insurance or self-insurance maintained by the City of Anaheim. 2. "The City of Anaheim and its officers,agents,employees,representatives and volunteers are added as additional insureds with respect to operation or activities of,or on behalf of,the named insured. G. Prior to commencing any work under this Franchise,including the acceptance of any City-owned vehicles,Franchisee shall deliver insurance certificates confirming the existence of the insurance required by this Ordinance, and including the applicable clauses set forth above. H. Within thirty (30) days of the acceptance of this Franchise by Franchisee. Franchisee shall provide to the City endorsements to the above-required policies,which add to these policies the applicable clauses referenced above. The endorsements shall be signed by an authorized representative of the insurance company and shall include the signator's company affiliation and title. I. Franchisee shall ensure that all Insurance requirements are maintained. J. Insurance required by this Ordinance shall be placed with insurers, and with terms and conditions, acceptable to the City of Anaheim's Risk Manager. The City ofAnaheim's Risk Manager is authorized to amend the prescribed minimum levels and standards of liability insurance which must be maintained in order to apply for,to receive and to operate the herein Franchise and the manner in which compliance with the minimum standards is demonstrated. The failure to maintain the minimum levels and standards of liability insurance for any period of time is a violation of this Franchise and shall be sufficient grounds for 8 s - temporary suspension or termination of this Franchise. SECTION 13. NOTICES Official notice or correspondence related to this Franchise shall be in writing and sent to the following addresses: City: City Clerk City of Anaheim,City Clerk's Office 200 South Anaheim Boulevard Anaheim, CA 92805 and City of Anaheim Department of Public Works Traffic and Transportation Division 200 South Anaheim Boulevard Anaheim, CA 92805 (714) 765-5183; Facsimile: (714)7865-5241 Franchisee: Executive Director Anaheim Transportation Network 201 Center Street, Suite 225 Anaheim,CA 92805 (714)563-5287;Facsimile: (714)563-5289 Communications in connection with the performance of duties under this Franchise shall be considered received at the time actually received by the addressee or designated agent. SECTION 14. SEVERABILITY. The City Council of the City of Anaheim hereby declares that should any section, paragraph, sentence, phrase or word of this ordinance be declared for any reason to be invalid or unenforceable by the final judgment of any court of competent jurisdiction,it is the intent of the City Council that it would have passed all other portions of this ordinance independent of the elimination herefrom of any such portion as may be declared invalid. SECTION 15. SAVINGS CLAUSE. The adoption of this ordinance shall not in any manner affect the prosecution for violations of ordinances which violations were committed prior to the effective date hereof,nor be construed as a waiver of any license or penalty or the penal provisions applicable to any violation thereof. The provisions of this ordinance, insofar as they are substantially the same as ordinance 9 -r - provisions previously adopted by the City relating to the same subject matter,shall be construed as restatements and continuations and not as new enactments. SECTION 16. CONFLICTING PROVISIONS Should any portion or provision of this Ordinance conflict with any applicable laws, regulations or statutes,then the applicable provisions of such other laws,regulations,or statutes shall prevail. THE FOREGOING ORDINANCE was introduced at a regular meeting of the City Council of the City of Anaheim held on the_20.thday of April ,2004, and thereafter passed and adopted at a regular meeting of said City Council held on the 27rh day of April ,2004,by the following roll call vote: AYES: Mayor Pringle, Council Members, Chavez, Hernandez, McCracken NOES: N/A ABSENT: Council Member, Tait ABSTAIN:N/A CITY • AHEIM By �I MAYOR OF THE '7.F ANAHEIM ATT T: TY CLE 0 HE CITY OF ANAHEIM 49993.3 l0 1111 T T RESORT SHUTTLE: FRANCHISE APPLICATION: ,4naheim Transportation Network APPI.ICANT: Anaheim Transportation Network 3 I 1 E. ('enter Street Anaheim,CA 92805 CONT A CT: Laurie Smith .. Application submittal and contact Executive Director, Anaheim Transportation Network 311 E. ('enter Street Anaheim,CA 92805 (714) 563-5287 CORPORATE STATUS: 'I he Anaheim Transportation Network is a California Non-profit Corporation, formed on September 28, 1995. Copies of our Articles of Incorporation are in Attachment A, Bylaws in Attachment B. and Corporate Officers in Attachment C. COLLECTIVE BARGAINING AGREEMENTS: The Anaheim )Transportation Network has never had and does not currently have any collective bargaining agreement with any labor organization. FRANCHISE PROPOSAL— EXECUTIVE SUMMARY: 1 RFSORTSHUT7'Lf•: FRANCHISE APPLICA'[ION: Anaheim Transportation Network FRANCHISE PROPOSAL 1. Background and Project History The City of Anaheim has a significant history of steps to improve the quality, safety,and environmental sensitivity of guest transportation in The Anaheim ResorfrM In September of 1994, the Anaheim Resort Specific Plan was adopted. These parameters for the expansion of the Resort area included traffic congestion and air quality mitigation measures that called for the development of a non-profit transportation management association and of a clean fuel guest shuttle system (mitigation measures 3.3-4, 3.3-8, and 3.4-1). Hospitality community workshops conducted during the planning process indicated strong support for the development of a coordinated guest shuttle system. I u implement this mitigation measure and meet the needs of the hospitality community, the City of Anaheim began the process of creating the transportation management association — who would act as a suitable administrative entity for the clean fuel shuttle system. Non-profit transportation management associations were being created in many parts of the country to handle similar transportation challenges. Grant funding from Caltrans was obtained and consultants were hired in the Fall of 1994 to begin the formation of such an organization for Anaheim I he Anaheim Transportation Network (ATN)was incorporated as a non-profit California Corporation(501 c(4)) in September of 1995. The City of Anaheim was one of 12 founding member businesses. This local transportation management association was created specifically 1(1 facilitate transportation in Anaheim • with a distinct focus on transportation demand management (ridesharing) programs and the creation of a clean fuel shuttle system to serve guests of fhe Anaheim Resort'"' 'i'he ATN is overseen by an 11 member Board of Directors representing the range of Anaheim business interests. The City of Anaheim has held a seat on the ATN Board since its inception. After two years of organizational development, the ATN began active work on the creation of the dean fuel shuttle system in the Fall of 1997. For several years, the ATN led the hospitality Community in a series of workshops, task forces.and public planning sessions designed to clarify the community's transportation needs and expectations. During much of this time,the ATN was under contract to the City of Anaheim to lead various aspects of the planning and development process. [he City of Anaheim also worked cooperatively with the ATN to help obtain funding to capitalize a clean fuel fleet. In the fall of 2000. the ATN began a competitive procurement to select an operator for the clean fuel guest shuttle system now called the Anaheim Resort Transit (ART)system. Pacific Coast RESORT SHUTTLE FRANCHISE APPLICATION: Anaheim Transportation Network Sightseeing(Coach ('SA) was selected in the spring of 2001 as the ART operator(please see lttachment G fir a complete copy of the A TN-Coach USA Contract. By early spring of 2001. S8.2 million had been raised in capital and planning funding. No municipal general funds were spent. but this figure includes approximately$2 million in funding 1iom the Anaheim Public Utility's competitive Advantage Anaheim program. Bus purchasing was completed and the initial 27 clean fuel vehicles were on their way to Anaheim. The City of Anaheim owns 12 of the vehicles 2 electric trams designed to serve the Anaheim Convention ('enter and 10 electric 22-trot shuttle buses. The remaining vehicles(propane) were brought to the table in partnership by Coach USA, with incremental and fueling station funding assistance obtained by the AIN on May 15, 2001 the City contracted with the ATN to create and administer the clean fuel shuttle system (City of Anaheim/Anaheim Transportation Network Contract Agreement- .lnahetm Resort Transit Fleet). Under the terms of this contract, the ATN leases the 12 clean tool vehicles owned by the City. In June 11'2001, the AIN began electric tram service at the Anaheim Convention Center. This was the first component of the ART system. Initial operational funding was obtained by the City of Anaheim through a Measure M grant. I hroughout 2001. the ATN worked with the hospitality community to finalize ongoing operation and maintenance funding for the rest of the ART system,and to fine tune service level expectations. In previous years, the ART system had been configured as a fare-based system. in 2001 the community spent considerable time examining the option of creating an assessment district to fund operation of the clean fuel shuttle system. Planning funds were obtained from the landscaping and Lighting Benefit Assessment District (CHECK NAME)and the City retained the services of Mum Financial (formerly Willdan and Associates) to help create the assessment 'cenarns ('onsiderable progress was made towards the final selection of an equitable assessment district formula for operation of the ART system,and a late 2001 assessment ballot was expected. The events of September 11, 2001 changed this. With the timetable for economic recovery uncertain, and the hospitality community facing significant hardships, the community realized that the assessment funding model did not have the flexibility needed to support economic recovery. In the early spring of 2002. the ATN board went back to the fare-based operational model for the AR.1. system and worked to renew community support for this option. On May 24, 2002 the :ARtI system debuted with 8 routes. 25 vehicles, and contracts to serve the guests of 51 hotels(57 at the time of this filing) in The Anaheim Resort' ". Please see Attachment H for a system map hich clearly identifies all routes and stop locations. In it's first summer of operations. the ART system received strong positive reviews from Anaheim guests, the hospitality community, and the press. The ART standard of service excellence has quickly become an integral part of The Anaheim Resort. " experience. 3 RESORT SHUT ELF: FRANCHISE APPLICATION: Anaheim Transportation Network The Anaheim Transportation Network wishes to ensure that the highest standards for guest shuttle transportation continue to be met in The Anaheim ResortI'M. Therefore, we respectfully request that the City of Anaheim assist us in meeting this goal by awarding the ATN a franchise Ian the ART guest .huttic system Specific details of our request arc outlined below. II. Franchise Request A. Reason for Request 1 lie Anaheim 'I ransponation Network (ATN) is seeking a Franchise from the City of Anaheim, under the terms of Chapter 1.02 Franchises, Anaheim Municipal Code. We are seeking this franchise for the following reasons: 1. Maintaining a resort standard of transportation service helps to protect the substantial investment made by the City of Anaheim and it's business community in upgrading The Anaheim Resort iM. The City has recently raised the bar of service for taxis in Anaheim, using the franchise tool to set strong standards and requirements for taxis. Guests moving about the resort in shuttles should expect no less. In order to be a first class destination, first class transportation services are essential. ?. Successful traffic and air quality mitigation, as prescribed in the Anaheim Resort Specific plan, requires a single transportation standard to be effective. All guest shuttle vehicles should meet the standards of service developed as part ot'the ART clean fuel shuttle service in order to truly mitigate the adverse air quality impacts resulting from guest transportation. Replacing one polluting diesel shuttle is good replacing all polluting diesel shuttles is true mitigation. In addition, congestion mitigation can onl\ he obtained by avoiding service duplication and creating efficiency' on the streets of The Anaheim Resort.'"'. 3. The requirement to possess a valid franchise for transportation services is clear and unequivocal in the Anaheim City Charter and the Anaheim Transportation Network is contractually bound to be in full compliance with all such requirements of the City of Anaheim. B. Type "I he ATN is seeking a non-exclusive franchise for the operation of guest shuttles in Anaheim. We propose to define guest shuttling as the provision of scheduled or on- demand transportation on City streets. to or from Anaheim event centers, for more than one day, and with vehicles of 7 or more passengers. This category of transportation uuld specifically exclude taxi service, interstate transport carriers, special one-day e‘ents. and airport transportation. 4 RESORT SHUT.' LE FRANCHISE APPLICATION: Anaheim Transportation .V'etwork \1e request that the franchise be awarded to the Anaheim Transportation Network, as the responsible administrative entity for the ART guest shuttle service. 1i c respectfully request that any future franchise granted for guest shuttle services in Anaheim include specific perfOrmance standards and other requirements at least equivalent to that proposed herein for the ART service. C. Term .> franchise term of seven (7) years is requested; to correspond with the expected effective service life of the City owned electric trams and buses. The term could be extended an additional one(I) year after each of the initial seven years of the franchise tip to a total of ten (10) years, if the ATN continues to meet the standards of service excellence set fOrth in this proposal. I). Service Territory The. franchise service territory requested is the City of Anaheim. E. Vehicle Specifications The ATN seeks franchise permits to operate up to 50 vehicles on Anaheim streets. Vehicle size will vary from 22-foot shuttles to 45-foot coaches. Current operations include on average 2 electric 68-passenger trams, 10 electric 22-foot shuttle buses, I1 propane 39-foot trolleys,and 4 diesel 39-foot trolleys. The additional vehicles will be used to support growing demand and additional routes on an as-needed basis. Ill. Proposed Franchise Service Standards .the standards of guest shuttle service excellence initiated by the ART service during this inaugural season are the backbone of our request for a transportation franchise from the('ity. We have tried to raise the bar for our guests, and anticipate that these standards will he incorporated into our requirements. Please note that these standards are high, but not impossible to meet - the ART guest shuttle seri ice currently meets all of the Hollowing requirements. In order to ensure that this remains true, these service standards are incorporated into the ATN's operator contract(full details can he hound in Attachment G)and our service contracts with Anaheim hospitality establishments(a sample can be found in Attachment I). Additional information and reporting is referenced below where necessary to demonstrate compliance. A. Customer Service Standards I Service Area -- Franchisee shall provide service to all Event Centers in The Anaheim Resortrm. lvent Centers are defined to include the 5 RESORT SHUTTLE: FRANCHISE APPLICATION: Anaheim Transportation Network Anaheim Convention ('enter. Disneyland. Disney's California Adventure, and any additional attractions as designated by the City of Anaheim. ART provides service to all Event Centers in The Anaheim Resort/4'. Please see Attachment 1/for a copy of our service map demonstrating the CRTservice area 2. Hours and Frequency of Service- Franchisee shall provide service to Event Centers in The Anaheim Resort"" beginning one hour before Event Centers open and end the service no earlier than 30 minutes after Event Centers close. Service shall be provided no less frequently than 10 minutes during peak times and 30 minutes during off-peak times. ART service meets the above service standard. Please see Attachment H for a sample Service Schedule. as distributed to all participating properties 3. On-Time Performance - Franchisee shall maintain at least 95% on- time performance. Missed trips will be defined as documented wait times exceeding the posted frequency(i.e. 10-minutes during peak times), with the exception of unavoidable unusual traffic delays or other unforeseen operational challenges. ART senice has maintained a "o on-time performance record during the first 3 months or operation. Please see Attachment P for service record documentation. 4. Capacity Management - Franchisee shall demonstrate the ability to handle peak demand periods up to 20% over typical month ridership statistics. l he ART operator contract requires than supplemental back-up buses he available to handle over-capacity events or days. Please refer to Attachment G. the ART operator contract - Section 7.D.. on page 6 and Scope Section 3 F on page 35.for the contractual requirements that ensure the availability of.supplemental buses. The ATN selected Coach USA as their operator. in part because of the national resources that could be drawn on. During..rstem start-up this summer drivers and buses were obtained from Ari_ona and Los Angeles un several Occasions to +trpplement the:1R1 system. 5. Complaint Resolution - Franchisee must have in place a complaint procedure that includes a log of all complaints received,date and time of complaint, response,date and time of response, results of investigation, action taken, and any written communications. All 6 RESORT SHUTTLE: FRANCHISE APPLICATION: Anaheim Transportation Network complaints received in writing must be responded to in writing within five business days with at minimum an acknowledgement of complaint,complaint status, and expected time to resolve. MI complaints received by telephone must be logged. All telephone complaints of a serious nature must he responded to in writing. Please sec Attachment Q for a copy of the ATN complaint resolution policy and tracking lawns. Attachment G. Operator Contract, Scope Section /7.R.. page sO details the ART Operator's contractual requirements for complaint handling. B. Environmental Standards 1. Clean fuel vehicles - Franchisee must meet the intent of the mitigation measures in The Anaheim Resort Specific Plan and operate clean fuel vehicles. Clean fuel is defined as electric, propane, liquefied natural gas, compressed natural gas, or fuel cell vehicles. Gasoline,diesel, or any hybrid using gasoline or diesel do not meet the requirement for clean fuel vehicles. Clean fuels must power at least 75% of the Franchisee's Resort Guest Shuttling fleet at the time of franchise award,with 100% clean fuel vehicles in regular operations achieved within I year. The ART fleet has already achieved this standard of clean fuel operations. using a fleet that was. NS's„clean fuel upon inception (Out of 27 vehicles - 2 electric trams, 10 electric buses, and 11 propane trolleys were used). !'lease see the clean fuel utilization report in Attachment R. 2. Fueling- Franchisee must demonstrate ability to obtain clean fuel resources in a timely and reliable fashion. AR/ fueling is done with on-site chargers and a propane fueling station with dais storage capacity. A long-term contract for propane delivery is maintained by the ART Operator, with Mutual Propane. Please see Attachment S for copies of the charging and fueling station permits and supply contract ;. Traffic Mitigation - Franchisee shall use a fare structure that encourages use of the Guest Shuttle system. The ART st•.ste,n utilizes an unlimited use day pass fare structure which encourages multiply trips. This type of system helps to fulfill the traffic congestion mitigation requirements of the Anaheim Resort Specific Plan. /'lease sec Attachment/1 for the fare structure of the ART system, as demonstrated hi-the si stem map 7 RESORT SHUTTLE FRANCHISE APPLICATION: Anaheim Transportation Network C. Vehicle Standards I. Vehicle Age- Franchisee must ensure that all vehicles entering into guest shuttle service must be no more than one model year old. No vehicles may be in service that are more than seven (7) model years of age. /'lease see Attachment T for a complete breakdown of the ART Jleet. '. Vehicle appearance-- Franchisee will ensure that all vehicles will be decorated with a common theme that matches aesthetic design schemes of The Anaheim Resort. All painted surfaces shall be in good condition. Normal wear and tear to the finish is to be expected, but paint is to he maintained at a high level of finish throughout the franchise period in order to present the best possible image to the public. All painted surfaces shall be free from graffiti and scratches, and there shall be no perceivable difference in gloss or shades of individual colors. It shall be the responsibility of the Franchisee to assume all costs associated with painting the vehicles to these standards in regard to fading or discoloration from wear and tear. /'lease see .•lttac/anent I/for a visual of the ART bus theming and Attachment (;fur details of the appearance standards the ART Operator is c•onrtractually hound to maintain (Scope,Sectionl2,page 46). Maintenance - Through a Preventive Maintenance program, the Franchisee shall cause all components of each vehicle including its body, frame, furnishing, mechanical, electric, and hydraulic or other operating systems to be maintained in proper working condition free from damage and malfunction. The Franchisee shall be responsible for keeping a vehicle file by vehicle number, documenting all vehicle maintenance to include Preventive Maintenance,scheduled maintenance and inspections, parts usage, unscheduled maintenance, energy usage, and labor expended on each vehicle. The Franchisee is responsible for keeping the vehicle file current. The Franchisee shall he responsible to ensure that a vehicle defect report is completed daily by the driver on each vehicle prior to daily service. Any significant vehicle damage caused in any accident or otherwise shall require the Franchisee to immediately repair such damage, which is determined to impair safe mechanical operation of the vehicle. /'lease sec•Attachment (;for the AR7Prerentative Maintenance program and reporteng forms. 8 RESORT SHUTTLE FRANCHISE APPLICATION: Anaheim Transportation Network 4. Cleanliness - The Franchisee shall cause, on a scheduled basis, each vehicle to he maintained in a clean condition throughout, both interior and exterior. The Franchisee shall ensure the cleanliness of each vehicle prior to the commencement of each service day. The exterior of each vehicle shall be kept clean form road dust, mud, tar, grime, and graffiti. The vehicle exteriors shall be washed daily when in service and within twenty-four (24) hours after each rainfall or any other condition affecting vehicles exterior appearance. The interior of each vehicle will be thoroughly cleaned daily. This complete cleaning shall include, but not be limited to, ceiling, walls, area behind the seats, floors, driver area, ancillary equipment, and windows. Seats should be cleaned regularly and marks and stains removed promptly. Seats that are worn, excessively stained, or torn must be repaired or replaced. The interior shall be maintained free from any vermin at all times. The Franchisee is expressly prohibited from using any vermin control products or application procedure for such project that would he hazardous to the health and well being of the passengers and driver of such vehicle. The interior passenger compartment of each vehicle shall he free of noxious odors from cleaning product and vermin control products. /lease.tire Attachment ttachment l'for a copy of.the ART cleaning contract. 5. Graffiti - The Franchisee shall remove all graffiti from the vehicle as soon as it is found, or as soon as it is practical at the end of the day or before it goes in service the next day. If the graffiti is offensive or vulgar and cannot be removed, that vehicle shall be taken out of service immediately. No vehicle shall start revenue service with graffiti on any surface of the vehicle. If graffiti is etched or scratched into glass or insert, that glass or insert must be repaired or replaced before the vehicle is placed back into revenue service. Please Attachment (;.for details of the appearance standards the ART Operator is contractually bound to maintain (Scope,Sectionl2, page 46). We we/coma.VOW'inspection of any ART 1,ehicle during any service day and are confident that they will maintain Resort Quality appearance. 6. ADA compliance - All vehicles in the Resort Guest Shuttling fleet arc wheelchair-accessible and meet Federal ADA standards. All vehicles must he outfitted with internal electric signs and an audio system to visually display all stop names and to aurally identify all stops. All vehicles must be outfitted with external electric signage on the front and curb side to identify route and destination. Each vehicle in the .1/r fleet is wheelchair accessible. Visual and audible sup annunciation equipment is being selected and will he installed prior 9 RESORT SHUTTLE FRANCHISE APPLICATION: Anaheim Transportation Network to issuance o/the requested franchise. Please see Attachment 7'for I ehicic Specifications. 7. Advertising— In order to maintain a professional appearance and a common Resort theme, no exterior advertising is permitted on any Resort Guest Shuttling vehicle. Approved decals of the agencies responsible for the funding of the project and required licensing/permit information will be permitted on vehicle exteriors. The Franchisee shall not affix and shall not permit to be affixed to the interior or distributed within any vehicle any political materials, and shall not utilize or permit to be utilized any advertising of tobacco and/or alcohol products and/or all and any advertisements they may he inappropriate in a family oriented vacation destination environment. Please see Attachment 11 for a visual of the ART bus, with no racks or placement of any exterior advertising: and Attachment G for details of the advertising standards the AR7'Operator is contractually bound to maintain (Scope,Section10. E.f-'&G,page 40). Again, we invite field inspection to demonstrate our compliance with this important Resort standard I). Personnel Standards 1. Qualifications - All drivers will maintain a current California Class A or Class B commercial driver's license with both air brake and passenger endorsements,and maintain a current Medical Examiner's Certificate (DL 51); will conduct daily pre-trip and post trip vehicle safety inspections; and will complete annual refresher training on safety procedures and ADA procedures. All drivers will have the ability to follow written and oral instructions in English; write reports in English; and speak English sufficiently to deliver a clear and engaging narration to Resort visitors. Drivers will be aware of basic resort features and operating details and shall answer guest questions in a friendly and positive manner. All repair work must be performed by maintenance personnel who have demonstrated experience and skills in the work to be performed. All mechanics must possess a valid and current ASE certification in all relevant categories pertinent to the mechanic duties, including preventive maintenance inspections, within twelve (12) months of beginning maintenance work on Resort Guest Shuttling vehicles. The Franchisee's maintenance personnel will have knowledge of and certification in diagnostic procedures, electrical systems, brake systems, and related mechanical parts, methods, and procedures 10 RESOR 1' SHUTTLE FRANCHISE APPLICATION: Anaheim Transportation Network normally used in servicing mechanical equipment for transit vehicles and over the road coaches. Please see Attachment If for a summary personnel record of all current ART drivers and mechanics. The ART operating contract also requires that these.standards he met- please see Attachment G. Scope. Section 17, page 5 I/. 2. Training- All drivers and Resort Guest Shuttling related staff will attend and complete customer service training that is equal to the caliber of whal is offered at the Disney University, and will at all times employ the techniques presented at such training to a level consistent with that of a world class resort. All personnel are responsible for knowledge of the service system design, including the routing and stops, fare policy, schedules, access to major attractions, and regional service connectors, ADA requirements as it relates to stop announcements and physically challenged passengers, etc. Resort Guest Shuttling personnel must maintain a courteous attitude, answering to the best of their ability any passenger questions regarding the provision of service,or of the Resort. Personnel must also report all passenger complaints and operational problems to management staff. Please see Attachment X for a training program required of all drivers The AR7'operating contract also requires that these standards be met - please see Attachment G. Scope, Section 19, page 40). 3. Appearance - All drivers will be neatly groomed and outfitted in an official uniform, including name tag. All drivers must report to the Dispatcher before starting their shift and at the end of their shift, to ensure that all appearance and uniform standards are met. Absolutely no smoking will be allowed by drivers in Resort Guest Shuttling vehicles or in close proximity to the vehicle entrance or within eyesight of guests. Please sec Attachment X for the ART operator appearance standards. The ART operating contract also requires that these standards be met - please see Attachment G, Scope. Section 19,page 40). 4. Supervision - Drivers will he supervised. Field Supervisors will be physically present in The Anaheim Resort during 100% of Resort Guest Shuttling operating hours to monitor and ensure driver quality and performance, and to ensure the smooth operation of all Resort Guest Shuttling. 11 RESOR I' SHUTTLE FRANCHISE APPLICATION: Anaheim Transportation Network Please see the attached AR% supervision and stalling schedule in Attachment h. Operational Standards I. Dispatch 24 hours 2. Communications- The Franchisee shall provide and install a radio communications system that will allow for timely and efficient dispatching, coordinating, and responding to necessary service calls. The system may be of the Franchisee's choice, but must include the • necessary performance elements of the system. Each Resort Guest Shuttling vehicle, as well as each administrative vehicle,shall have a receiver/transmitter installed and operational. In addition, hand-held mobile units shall be provided for all street supervisors,vehicles with temporarily inoperative radios, Parking Operations Office at the Anaheim Convention Center, and other personnel,as needed. The radio system is to he used for operational purposes only. No advertising shall he permitted on the radio system. Vehicles will not be operated in Resort Guest Shuttling service without a functioning radio in the vehicle. Franchisee shall at all times have operating hand-held radios or other communication devices available for distribution to drivers whose vehicle communication systems are inoperative. If a radio fails while in service, the driver shall notify the dispatcher by landline or through another driver, and a hand-held radio shall be dispatched to the driver without delay. 3. plans to handle peak times (summer. holidays, conventions). 4. Dwell time at stops 5. Operational procedures for sharing bus bays and pickup locations b. Record keeping 7. Reporting F. Monitoring Standards I. Customer satisfaction surveys 2. Myster rider program 3 Audits G. Safety Standards 1. Cashless operations 2. Insurance and Indemnifications - Franchisee must maintain auto insurance coverage levels of at least $25 Million per occurrence for all Resort Guest Shuttling vehicles, and general liability insurance of at least $10 Million. 12 RESORT SHUTTLE FRANCHISE APPLICATION: Anaheim Transportation Network 3. Operational Safety 1 V. Qualifications A. Proposer Experience "1 he Anaheim "Transportation Network is a stable non-profit corporation in good standing with the state oif('alitbrnia. Our long track record of contract performance with the City of Anaheim demonstrates a thorough understanding and practice of the management. operational and fiscal traits and policies required to meet the requirements of our proposed franchise. 1 hroughout our seven years of operation. we have had a significant number of local, regional.state, and federal grant awards for transportation projects. The Anaheim 'I ransportation Network has met all obligations of each of these funding awards, including successful completion of all audits and monitoring. 1 he Anaheim Transportation Network is a substantive entity, even without the ART guest shuttle programs. We offer a wide range of transportation demand management (ridesharing)and Welfare to Work programs and services. Our current non-ART fleet includes 8 leased electric Toyota RAV4 SUVs deployed as station cars. Please see Attachment J fir a listing of ATN project references. In addition to the ATN's experience in transportation programs, we have selected a strong operator with significant guest shuttle experience in the City of Anaheim. Please see Attachment K fir a summary of our operator's experience and qualifications. This summary includes a listing of all current drivers, whether they are full or part time,and their years experience. 1 he ATN's professional management team is led by Executive Director Laurie Smith, who has 10 years of experience in association management. Transit Operations Manager Dave Rale brings 30 years of transit operations experience to the ATN. Dave's primary responsibilities include operator performance monitoring and guest customer service. 1 lie ATN l3oard of Directors bring a diverse, experienced guiding hand to the ATN ensuring that all needs of the Anaheim business community and our guests are recognized Please see Attachment L for key staff resumes and Attachment C for a listing of'the Board of Directors. B. Financial Stability Audited balance sheets. cash flow and income statements are provided in Attachment M. 'I hese documents were prepared as described by generally accepted accounting principals for the most recent 3 years. 13 RESOR I' SHUTTLE FRANCHISE APPLICATION: Anaheim Transportation Network 'I he ATN not party to any pending litigations. fines or enforcement proceedings by other cities or public entities nor arc they involved in any bankruptcy filings. A projected 3-year cash flow analysis is found in Attachment N. including projected operating expenses assuming award of the requested franchise. OKAY I NEED A STATEMENT HERE ABOUT OUR INSURANCE AND BONDING CAPABILITY. WHAT LANGUAGE IS TYPICAL FOR THIS? ( . Anticipated Ability to Meet and Maintain Performance Standards Demonstration of the ATN's ability to meet and maintain performance standards is discussed or referenced above for each Service Standard. During the first 3 months of operation. percent of ART operations occurred within schedule parameters. "the service standards proposed are met with the current number of vehicles in service. Please see the attached vehicle assignment outline in Attachment 0 as a demonstration of this capacity. V. Conclusion Benefits to the issuance of a franchise 14 EXHIBIT B REQUIREMENTS FOR OPERATION OF FRANCHISED RESORT TRANSPORTATION SERVICES Franchisee's Application and Proposal submitted December 12,2002,is hereby incorporated herein by this reference as though set forth at length and shall be referred to as Exhibit"A"on file in the Office of the City Clerk. Franchisee shall operate its Franchise in conformance with this Franchise Ordinance,Exhibit "A"and this Exhibit"B"and shall not permit operation of any resort transportation vehicle under its ownership or control, except in accordance with the Exhibit "A", this Exhibit "B" and the Franchise Ordinance. Where the requirements set forth in this Exhibit "B" conflict with the requirements set forth in Exhibit"A,"this Exhibit"B" shall apply. 1. Each resort transportation vehicle franchised hereunder shall display all permits issued Franchisee shall maintain a minimum of ten(10)electric vehicles,two(2)electric trams and twenty-five(25)propane trolleys owned and operated by Franchisee. 2. Each resort transportation vehicle shall have prominently displayed in the passenger compartment a schedule of rates and charges, the driver's name and address, the owner's name, address and telephone number and the resort transportation identification number. 3. No resort transportation vehicle shall be operated unless the passenger compartment is in a clean and sanitary condition. 4. The name or trade name of the owner must be stenciled or painted upon the outside of each resort transportation vehicle. 5. Drivers of Resort Transportation Vehicles. 5.1 No driver shall operate a resort transportation vehicle for more than twelve consecutive hours nor shall any driver operate a resort transportation vehicle without having had,immediately preceding such twelve hours of operation,no less than eight consecutive hours time off within the previous sixteen hours during which no resort transportation was operated by such driver. 5.2 Drivers shall maintain a supply of receipts for use by passengers. 5.3 A driver shall not leave his or her vehicle to solicit passengers. 5.4 All drivers must maintain a current California Class A or B commercial driver's license with both air brake and passenger endorsements, Medical Examiners - T , Certificate(DL51), be able to conduct pre-trip and post-trip safety inspections,and complete annual refresher training, safety procedures, and ADA procedures. Franchisee must show proof of participation in the DMV Pull Program. 6. Personnel 6.1 All personnel coming in contact with the guests shall undergo alcohol and drug testing programs and pre-employment testing. 6.2 Training. All drivers, mechanics, and other personnel dealing with guest transportation services shall complete customer service training, empathy training, and training on the ADA procedures and requirements. 6.3 Safety. Franchisee shall ensure that its contractors, employees,drivers and other personnel abide by Franchisee's written Safety Programs. Franchisee's Safety Programs shall, at a minimum, comply with applicable Federal regulations of the Occupational Health and Safety Administration,an any amendments thereto,as well as any other pertinent Federal,state,and/or local safety or environmental laws,codes, rules or regulations. 6.3.1 Franchisee shall ensure that regular and continuous formal safety instruction for all personnel assigned to perform any activities under this Franchise is provided and shall require them to attend regularly scheduled meetings at least four times per year,or more frequently,as may be deemed necessary. 6.4 Appearance. All personnel coming in contact with guests shall be neatly groomed and outfitted in uniforms, including nametags. 7. Resort Transportation Vehicles. No resort transportation vehicle shall be operated in a manner that violates the terms and conditions of this ordinance granting the Franchise or the representations made and commitments undertaken in the Franchisee's application for its Franchise. 7.1 Vehicle Age. All vehicles proposed to be used for guest transportation service shall be no more than three(3)model years old at the initiation of service into the fleet and may not be in service for more than seven (7)years. 7.2 Vehicle Appearance and Graffiti. All painted surfaces of guest transportation vehicles shall be in good condition. Normal wear and tear is acceptable. All surfaces shall be free from graffiti and scratches with no perceived differences in gloss or shades of individual colors. The City of Anaheim franchise and clean fuel vehicles decals shall be clearly displayed on all vehicles at all times. 2 7.3 Maintenance. Preventive Maintenance Program(PM)shall be performed every 3,000 miles or 30 days, but not less than 45 days, whichever occurs first. All maintenance work shall conform,but not be limited to,the requirements of Title 13, Article 6 of the California Vehicle Code. All maintenance work shall be performed by personnel with valid and current ASE certification in all relevant categories pertinent to mechanics duties, including PM inspections, within six (6)months of Franchise award and thereafter throughout the term of this Franchise. 7.4 Cleanliness. Exterior surfaces of each vehicle shall be kept clean of road dust, mud,tar,grime,and graffiti, or any other condition that may affect vehicle exterior appearance. Vehicle exteriors must be washed at least every three (3) days and within twenty-four(24)hours of rainfall. All graffiti must be removed as soon as it is found. 7.5 ADA Compliance. Franchisee shall ensure that all vehicles providing guest transportation service meet the provisions of the Americans with Disabilities Act of 1990,(P.L. 101-336)and Section 504 of the Rehabilitation Act of 1973(P.L.93-112) and implementing regulations set forth in 49 C.F.$.,Parts 37&38,at the time of the Franchise award. 7.6 No Advertising. No resort transportation vehicle may display advertising. 8. Transportation service shall be available to all event centers located in the City of Anaheim as designated by the City Manager, or his or her designee, including but not limited to, Disneyland,Disney's California Adventure,Downtown Disney and the Anaheim Convention Center. 9. Franchisee agrees to make available to major employers in The Anaheim Resort who are required to comply with Ride Share requirements and who contract with Franchisee for resort shuttle transportation,daily pickup and delivery of employees who work within The Anaheim Resort and live within the City of Anaheim within a three-mile radius of The Anaheim Resort. 10. Franchisee shall meet event centers operating schedules. At minimum,transportation service shall be operated on a one-half('/2)hour basis for the duration of the event center's operating hours. Service shall begin a minimum of one-half(Y2)hour before event center opening and finish no earlier than one-half(%2)hour after event center closing. Operating schedules shall be available and provided to the guests. 11. Franchisee shall maintain a minimum of 95 percent on-time performance record. 12. Franchisee shall meet peak season and time-of-day transportation service demands up to 10%over historic rider-ship(past 12 months). 13. Franchisee shall establish a guest complaint resolution process. 3 14. Franchisee shall meet the intent of The Anaheim Resort, Disneyland Resort, Hotel Circle,and Stadium Business Center Specific Plans to procure vehicles from the AQMD approved Clean Fuel list of certified low emission vehicles. 15. Franchisee shall operate the clean fuel fleet of vehicles for guest transportation services. Clean fuels shall power at least 75%of the fleet within 12 months of the Franchise award and 100%of fleet within 18 months of the Franchise award. Clean fuels may include: Compressed Natural Gas,Liquefied Natural Gas,Propane, Fuel Cell, Electricity,and Hybrid engines. Vehicles shall display appropriate decals clearly indicating clean fuel type. 16. Franchisee shall obtain access to the clean fuel infrastructure necessary to maintain operation of the vehicles. 17. Franchisee shall provide proof that the proposed guest transportation service is NOT duplicative in nature to the service(s) already rendered. This proof will demonstrate that traffic congestion will not be increased within the City by operation of this Franchise. 18. Dispatch 18.1 Dispatch shall be available during transportation service operations 18.2 A two-way communication devise shall be installed and available on all vehicles providing guest transportation service. 19. Record Keeping. Driver records,maintenance records,accident reports,and other pertinent information related to the operation of guest transportation services shall be maintained for length of the franchise award and shall be made available upon request to City. 20. Annual Reports. Annual reports shall be submitted and shall provide operational data as outlined in this Franchise. 21. Stop Locations. An exhibit/map of the proposed transportation service routes and public bus stop locations shall be provided by Franchisee for approval by City Manager, or his or her designee. Proposed use of public bus stops is not guaranteed and will be approved on a case-by- case basis based on existing usage and potential future impact. 22. Financial Controls. Financial data shall be kept in accordance with accepted general accounting principles. 22.1 Audited financial statements for the past three years shall be maintained for review by City of Anaheim. 4 -r 23. Evaluation. Ongoing guest satisfaction evaluations shall be provided by the Franchisee. Findings shall be provided in the annual reports. 24. Auditing. With reasonable notice,the City may audit necessary records with regard to the service provision. Audit of records may include, but not be limited to, personnel records, maintenance records,statistical data,invoices,materials,and other data related to all matters covered by the Franchise. 25. Passenger Safety. All personnel coming in contact with the guests shall undergo alcohol and drug testing program and pre-employment testing. All statutory references concerning testing shall be in compliance with the Federal Motor Coach Safety of Transportation,Subtitle A- Office of the Secretary of Transportation PSMP 40(procedures for transportation work place drug testing programs ) and Subchapter B - Federal Motor Carrier Safety Regulation, PSMP 382 (Controlled substances and alcohol use and testing). 26. Insurance. Comprehensive general liability coverage of$25 million per occurrence and general liability of$10 million. 27. Franchisee shall demonstrate ability to sustain and maintain proposed level of service and vehicle capacity to meet demand for transportation services. 28. Franchise shall not become effective unless and until all of the following requirements have been satisfied: 28.1 This Ordinance granting the Franchise is effective. 28.2 Franchisee has certified that it operates exclusively within the limits of the City of Anaheim 28.3 Franchisee has provided a timely letter of acceptance as to all the terms and conditions established by the City Council for granting this Franchise. 28.4 Franchisee has provided an up to date and complete list of the vehicles to be used to perform the services by registration or license number and the personnel assigned thereto as of the date of Franchisee's acceptance of this Franchise. 28.5 Franchisee has provided evidence of compliance with the insurance requirements and any other terms and conditions of this Ordinance and any other term and condition of operation included within the Regulations or imposed by the City Council, the City Manager or the Chief of Police. 29. Should any of the insurance requirements in this Exhibit B be in conflict with any provisions in the Ordinance,the more stringent provision shall apply. 5 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network ATTACHMENT G ART Fare Matrix G ANAHEIM RESORT TRANSIT 2011 FARE MATRIX Questions or Comments? Contact: Uta Aguilar (714) 563-5287 laguilar@atnetwork.org afic t • *?.fi �,r'' REDUCED .... .r Y j r. 'tS OFF iei 1111111 4 E +raw _ DAY UNIVCRS4L STUDIOS "'-��'�. �� 10LLYw000 . �.�.�_ isncyland FARE PASS s8 OFF aoniise`: ., OR s8 OFF i.a.:Aas I __rmnm.n 111. 11011�111Mu1N 1 ,i�� 1 MEM 11111111 - r'a4 il 4�/ I S7 Me %I 1. err ill IZMIR 1111111MOMMIIII r'‘'‘‘i"II'II'1 1) 11;' ✓ �� ` ® cif ■411 t1YT11R ART CASH FARES FARE CATEGORY LOCAL FIXED ROUTE Regular Adult(Age 9 and Above) $3.00 Regular Child(Ages 3 to 9) $1.00 Senior Citizen * $1.00 Disabled ** $1.00 Companion *** $1,00 Personal Care Attendant **** $3.00 * Medicare Card or any other form of government issues identification ** Pre-approved American with Disabilities(ADA)applicants *** A companion is anyone who travels with a senior citizen and/or a person with disabilities. Prior issued identification required **** A personal care attendant is a person who assists the ADA-eligible person to board, ride,and disembark Pre-Paid ART PASSES Only ART Day Passes will be accepted within ART service area FARE TYPE ART 1-Day ART 3-Day ART 5-Day Regular Pass Regular Pass Regular Pass Price $4.00 $10.00 $16.00 Fixed Route Yes Yes Yes Look for the date stamped On the back of the pass ;,•„; r8 OFFZ.V.O.i .8 OFF Or;t,., 1B OFI F«r If pass is illegible,use the '.8 OFr«^ 'eOFF„=4:. OFF Etr..44 "READ CARD”option on the Vim' �.. �Z'Sw' '�.•' 1.-ri.` _ S Fore box 47Lria .;;tiaz. �Y_W Pre-Paid ART PASSES -- Continued Only ART Day Passes will be accepted within ART service area FARE TYPE 1 ART 1-Day ART 3-Day ART 5-Day Regular Child Pass Regular Child Pass Regular Child Pass Price $1.00 $2.00 $3.00 Fixed Route Yes Yes Yes Look for the date stamped On the back of the pass 1113==11 oFF If pass is illegible,use the "READ CARD"option on the 97- Forebox ,1 ill tom 0. "...I m Pre-Paid ART PASSES—Continued Walt Disney Travel Company Only ART Day Passes will be accepted within ART service area FARE TYPE ART 5-day ART 5-day Regular Pass Adult Regular Pass--Child Price $16.00 $4.00 Fixed Route Yes Yes Look for the date stamped On the back of the pass If pass is illegible,use the AWL "READ CARD"option on the Farebox DiSneldalld Distiegla0 Pre-Paid ART PASSES—Continued Get Away Only ART Day Passes will be accepted within ART service area FARE TYPE ART 3-Day ART 5-Day Regular Pass—Adult Regular Pass--Adult Price $10.00 $16.00 Fixed Route Yes Yes Look for the date stamped On the back of the pass If pass is illegible,use the • "READ CARD"option on the Forebox �u,� ) ,; FI R'.. Pre-Paid ART PASSES—Continued Get Away Only ART Day Passes will be accepted within ART service area FARE TYPE ART 3-Day ART 5-Day Regular Pass—Child Regular Pass--Child Price $2.00 $4.00 Fixed Route Yes Yes Look for the date stamped 4 w . On the back of the pass t s If pass is illegible,use the"READ CARD"option 91'I41 on the Farebox Pre-Approved ART-- Walt Disney Company Silver Pass FARE TYPE Walt Disney Company Silver Pass Fixed Route Yes Pass holder and three(3)passengers Pass holder must be present atlri:fo boarding Pre-Paid ART PASSES—ART Badge Identification FARE TYPE ATN/MV Employee Pass Fixed Route Yes ATN and MV employees ,pp4P44t. , Reduced Fare ART Passes Only ART Day Passes will be accepted within ART service area for senior citizens and individuals with disabilities FARE TYPE ART 1-Day ART 3-Day ART 5-Day Reduced Fare Pass Reduced Fare Pass Reduced Fare Pass Price $2.00 $5.00 $8.00 Fixed Route Yes Yes Yes Look for the date stamped On the back of the pass ,•from " ,frgi ."-' friwr REDUCED REDUCED ;•L If pass is illegible,use the10 "READ CARD"option on the1 3 :".1 Forebox DAY I DAY b '"."'' FARE PASS FARE PASS IReduced Fare OCTA Passes Identification Cards Only ART Day Passes will be accepted within ART service area for senior citizens and individuals with disabilities FARE TYPE i OCTA Disabled ' OCTA Senior OCTA Mobility OCTA ACCESS Reduced Fare ID Citizen Trainer Reduced Fare CARD ID CARD No Fare ID ID Card 4- Price $1.00 $1.00 $1.00 $1.00 or a valid or a valid or a valid or a valid ART day pass ART day pass ART day pass ART day pass Fixed Route Yes Yes Yes Look for the date �, y o ..ern 4stamped RRa! ,Ttr-^ [7:" +..«. 5' a,.. tt On the back of the pass .h, ...1..:,. �... ,.Hovi -�^ If pass is illegible,use the"READ CARD" option on the Farebox National Identification Card Only ART Day Passes will be accepted within ART service area for senior citizens and _ individuals with disabilities FARE TYPE Medicare Disabled DMV Placard Card Card ID Receipt Price $1.00 $1.00 $1.00 or a valid or a valid or a valid ART day pass ART day pass ART day pass Fixed Route Yes Yes Yes • -- • i I 'Fes : a . National Identification Card —Continued Only ART Day Passes will be accepted within ART service area for senior citizens and individuals with disabilities FARE TYPE Veteran New Veteran Braille ID Card ID Card Institute ID Card I Price $1.00 $1.00 $1.00 or a valid or a valid or a valid ART day pass ART day pass ART day pass Fixed Route Yes Yes Yes Look for the dote stamped T' ee:�: On the back of thess AR •-704 - s1".. If pass is illegible,use the"READ CARD" option on the Forebox ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network ATTACHMENT H ART Bus Wrap Program H caoo N N i H .1 n u .1 '�:: ii iii ' •' 1 ..t t11 11111 ' -1 .: \ ... ,... ' " I BLLJJ 1 - WC.) — —lo,k-n,— n1a LIN1( Mro ' / . I I / ( // 1 e 1 t Q . M: ,=, �� t M /_ I rg N / Zi _ / �o v ra / r` •.- v v M m I ■: \ I I w- /1 7( �� ite• M 7 C'l CU/ 1E9' `` .,r r I i d Iciii 1 / C A o C � � , , 1111 J _, N I ii ;n G 1 i 1 ' I 7 . 4 yC Ntl . 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I I ------- , - 1 i e t. . .. . ••••,4 ... .. -- ........_ ry r-� Ot'ii— ! Y , I • 14 I • f is I ' it H �: • ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network ATTACHMENT I Scope of Work SCOPE OF SERVICES SEC. 1 INTRODUCTION This Exhibit "A"to the Agreement Regarding Operation of Anaheim Resort transportation Service(the "Agreement") delineates the scope of services to be provided by the Contractor.This Exhibit includes basic service requirements,administrative requirements,and reporting requirements. Unless otherwise stated,all capitalized terms referenced herein shall have the same meaning as described in the Agreement. SEC.2 DESCRIPTION OF SERVICES AND SERVICE AREA A. The ART service will be provided in the "Anaheim Resort", as defined in the Agreement to include both the area described in the Anaheim Resort Specific Plan, City of Anaheim and to areas beyond, such as the Platinum Triangle. Expansion of the ART service to additional areas not yet serviced by the ATN may be authorized only by the ATN. B. ART service will be composed of a series of routes that allow riders to circulate throughout the designated ART service area. All participating business establishments in the Anaheim Resort must be accessible via one of the ART routes. Contractor will work with the ATN to develop routes and stops adequate to meet the needs identified by the ATN. The ATN shall have final authority to set routes and stops for the ART service. The ATN shall authorize all routes and stops in writing. Contractor shall not issue, publish, or release in any way route maps or stop locations that have not been authorized by the ATN. C. Contractor will work with the ATN to develop a level of service in the form of monthly work orders ("Level of Service") that are designed to meet the ridership needs identified by the ATN from month to month. The ATN shall have final authority to establish the Level of Service for the ART service. Contractor shall not issue, publish or release in any way Level of Service standards that have not been authorized by the ATN. D. Contractor will work with the ATN to the extent changes in routes, stops, or Level of Service are needed. 1 SEC.3 OPERATING STANDARDS A. Vehicles shall be operated with primary regard for the safety,comfort, convenience and overall satisfaction of the patrons and employees of the Anaheim Resort. B. Service shall be provided as scheduled or according to any adjusted schedule established by the ATN, including route modifications required as a result of a declared emergency.The Contractor shall strive to maintain on-time performance; however,the Contractor shall not be held responsible for failure to provide on-time performance due to unusual weather or traffic conditions, unavoidable vehicle malfunction,or naturally occurring disaster, if sufficient documentation is provided to the ATN. Contractor shall provide in the proposal its proposed operational plan for maintaining on-time performance.Contractor shall also provide in its proposal a proposed operational plan for expeditious resuming of service in the event of a road call or other interruption in service. Operational difficulties that result in missed trips or vehicles not operating as required by the Agreement must be reported immediately to the ATN. C. Procedures shall be established to ensure that project management staff are aware of passenger complaints and operational problems. Drivers are to report any passenger complaints or operational programs with the vehicle immediately to management staff, who will ensure that appropriate measures are taken by supervisory and/or maintenance staff to correct the problem and that all complaints are reported to the ATN. D. Contractor shall discuss its plan for the monitoring of service quality, including on-time performance, missed trips, preventive maintenance of vehicles,vehicle cleaning, driver courtesy, etc. E. Upon declaration of any emergency by the City or authorized City representative responsible for transportation-related activities,the Contractor shall deploy vehicles in a manner described by the City as part of the Emergency Operations Transportation Services Plan. However,the City shall be obligated to compensate the Contractor for services provided during the period of declared emergency. 2 F. The Contractor may, from time to time, be required to provide non-declared emergency service, which does not necessarily require the declaration of an emergency by the City. Such emergency service will require re-routing of the regular service, notification of passengers, and increased road supervision and monitoring. This situation, which may be prompted by unforeseen road construction, road closures, special events, or police incident, may require the Contractor to provide re-route service. In the event that such an occurrence takes place where no advance notice is given, the Contractor shall take the responsibility to produce a re-route, with minimal interruptions to service, immediately notify the City, dispatch a supervisor to monitor the area and the situation, and return to the normal route/operation as quickly as possible. When advance notice is received, the Contractor shall work with the City and ATN staff to develop a re-route plan, post rider alert bulletins, and in some situations pick up and post signs provided by the City. The Contractor shall also be responsible for removing the rider bulletin and signs as soon as the emergency is over. SEC.4 FARE STRUCTURE A. The ATN shall determine the fare structure. B. All fares collected are the property of the ATN. C. The Contractor shall work with the ATN and the local community to maintain the operation of a fare- based transportation system. D. Only ATN-issued fare media will be accepted by vehicle operators as access to the ART service. SEC. 5 FARE COLLECTION AND ACCOUNTABILITY 3 A. ART service is a fare-based public transportation service. The ATN contracts with businesses and other points of sale to sell the ART fare media. B. The ATN's responsibilities include general administration and quality control of the ART service; marketing; fare orders fulfillment; provision and distribution of the fare media; daily, monthly, and annual reconciliation of fares; collection of fare and/or contractual obligations; financial auditing; reporting functions; administration of the Franchise; ridership and vehicle performance reporting in compliance with the grant funded programs. C. The ATN shall work with the Contractor to administer and monitor the official fare collection media for ART services. The Contractor shall be responsible for the validation of ART passes upon passenger boarding and collection of cash fares from passengers who do not use a valid ART pass and shall cooperate generally with the ATN and work with the local community to ensure smooth operation of the fare-based system. D. Considering the quasi-public structure of the ART service, sale of"promotional packages" shall not be allowed. Provision of ART service shall not be tied to other services in any way, nor may ART service be discounted. Contractor is free to solicit other business opportunities in the Anaheim Resort provided those services are neither competitive with nor interfere with the ART services or the planned or logical extension or expansion of those services. SEC.6 GENERAL RESPONSIBLITIES OF THE CONTRACTOR A. The Contractor shall coordinate, manage, and control all necessary program activities pertaining to Fleet Vehicles which shall include: providing vehicle operations; vehicle maintenance; fueling of the Fleet Vehicles; maintenance of related vehicle infrastructure; operating personnel; driver and other personnel training; developing administrative procedures, performance statistics, and reports; and developing methods to maximize service efficiency. B. The Contractor shall not enter into an agreement with any other party for use of equipment or personnel dedicated to this service without the written approval of the 4 ATN. All Fleet Vehicles must have necessary permits and appropriate decals and may only be operated in the Anaheim Resort, unless authorized in writing in advance by the ATN. C. The Contractor shall implement and administer a comprehensive program of alcohol and drug testing as mandated by the Omnibus Transportation Employees Testing Act of 1991. Contractor shall administer alcohol and drug testing for employees not covered by the Omnibus Transportation Employees Testing Act of 1991, and pre-employment testing on a needed basis. All statutory references concerning the ART service refer to the Federal Motor Carrier Safety Regulations, Title 49-Transportation, Charter III-Federal Highway Administration, Department of Transportation, Subtitle A-Office of the Secretary of Transportation Part 40 (procedures for transportation work place drug and alcohol testing programs) and Subchapter B-Federal Motor Carrier Safety Regulation, Part 382 (controlled substances and alcohol use and testing). D. The Contractor shall provide high quality, customer service oriented transit service for the Anaheim Resort.The ATN will monitor the service closely to ensure that all contractual responsibilities are met. E. The Contractor shall ensure that vehicle operators meet the following standards: 1. Operators will meet approved appearance standards. 2. Operators must be in uniforms approved and provided by the ATN whenever they are operating Fleet Vehicles. 3. Each operator must report to Contractor's Dispatcher before starting his/her shift and at the end of his/her shift, to ensure that all appearance and uniform standards are met. 4. Each operator will complete training in customer service to ensure high quality passenger service and sensitivity. This training may be provided by or at the request of the ATN in addition to the training offered by Contractor. 5. Operators will be aware of basic resort features and operating details and shall answer guest questions in a friendly and positive manner. 5 6. Absolutely no smoking will be allowed by operators in Fleet Vehicles or in close proximity to the vehicle entrance. 7. Operators will not solicit tips from any party under any circumstances. 8. Field Supervisors will be physically present in the Anaheim Resort during 100%of ART operating hours to monitor and ensure operating quality and performance, and to ensure the smooth operation of the ART system. F. The Contractor must be available,and/or be able to acquire in a timely fashion,any additional equipment and/or personnel required for its performance under the Agreement.Any proposed modification to the routes/schedules must be furnished to the ATN fifteen(15)days prior to the proposed service charge.Route modifications caused by non-recurring events(e.g.freeway accidents)are the responsibility of the Contractor. Route modifications necessitated by recurring events(e.g.street closures) are also the responsibility of the Contractor,but must be approved by the ATN. In case of emergency,the Contractor shall respond to modifications to service immediately upon request of the ATN. G. The Contractor shall provide such Fleet Vehicles as the ATN may,from time to time,specify for promotional appearances,uses,or photographs at no cost to the ATN,as long as the vehicles are available and their use as described does not interfere with service under the Agreement. H. The Contractor shall refer all media requests to the ATN and shall not provide any information without prior approval by the ATN.The Contractor shall not issue a press release or initiate other media contact without first receiving approval from the ATN. I. The Contractor shall ensure that all personnel cooperate with any operational procedures pertaining to survey work, including the distribution of survey questionnaires,etc.The Contractor shall cause drivers of Fleet Vehicles and road supervisors to cooperate and comply with reasonable requests to collect data on passenger counts,and distribute notices, schedules, or other promotional materials to passengers in connection with the services provided. J. The Contractor shall work with ATN to develop, implement and maintain an effective marketing and public relations program. It shall be the responsibility of the ATN to develop promotional activities through newspaper,television, radio,and leaflets. 6 K. The Contractor shall be required to attend all meetings and/or training sessions as required by the ATN.The Contractor may be excused from attendance only by prior written consent from the ATN. L. The Contractor shall pay all taxes of whatever character that may be levied or charged upon equipment, or upon its operation hereunder.Contractor shall also pay all license or permit fees necessary or required by law for the conduct of its operation hereunder. It is expressly understood and acknowledged by the parties hereto that any amounts payable hereunder shall be paid in gross amount,without reduction for any other governmental taxes or charges. Contractor is responsible for assuming and remitting any applicable federal or state withholding taxes, estimated tax payments,social security payments,unemployment compensation payments,or any other fees,taxes,or expenses whatsoever. SEC.7 PERSONNEL A. The Contractor shall be solely responsible for maintaining an adequate quality labor force, and for the satisfactory work performance of all employees under reasonable performance standards established by the ATN, subject to labor disputes, walkouts, strikes, impasse, and the like beyond Contractor's control. B. The Contractor shall be solely responsible for payment of all employee's wages (the "living wage" as discussed in the Agreement)and benefits and subcontractors'costs. Without any additional expenses to the ATN, the Contractor shall comply with the requirements of employee liability,worker's compensation, employment insurance, and Social Security. C. The ATN must be notified in writing of new hires or reassignments of key project personnel. Contractor will provide the ATN with the names and other identifying information of all current drivers of Contractor who have any responsibility regarding ART service. SEC.8 PERSONNEL PERFORMANCE STANDARDS A. Regularly assigned drivers or a fully trained back-up driver must be available and on time to ensure consistent and reliable service. 7 B. All personnel are responsible for knowledge of the service system design, including the routing and stops, fare policy, schedules, access to major destinations, and regional service connectors,ADA requirements as it relates to stop announcements and physically challenged passengers, etc. All personnel must maintain a courteous attitude, answering to the best of their ability any passenger questions regarding the provision of service. Personnel must also report all passenger complaints and operational problems to management staff. C. The Contractor shall describe how the performance of the drivers, mechanics, and supervisory personnel will be monitored and evaluated. For example, the drivers should be evaluated in terms of courtesy, security, schedule adherence, safe driving records, and ability to efficiently operate electric vehicles; mechanics should be monitored and evaluated for the timely maintenance, inspection, problem detection, early attention, and repair of project vehicles. If the Project Manager is responsible for managing these activities, his/her time allocation should be reflected accordingly. SEC. 9 STAFFING PLAN A. The Contractor shall develop a written staffing plan that describes in detail the performance and functions of all supervisory personnel and other key personnel. An essential component of this plan should be a list of positions necessary to support the provision of service, including drivers, mechanics, dispatchers, MIS clerks, supervisors, operations manager(s), maintenance supervisor, etc. B. The Contractor shall provide a plan that describes all supervisory tasks and requirements necessary for the project including road supervision, dispatching, schedule adherence checks,complaints investigation and response, report writing, and training. In addition, the plan should include a list of all positions necessary to meet those requirements and the percentage of time each position which will be devoted to each task. If personnel are shared between various projects, this plan shall include a list of all positions for each project, the percentage of time each personnel is assigned to each project, and the revenue service hours of each project. 8 C. Because road supervision is so critical to the overall efficiency of the ART service, the Contractor must determine the appropriate number of field supervisors for each service per shift while vehicles are in revenue service. Contractor must develop a detailed plan regarding the duties and responsibilities of the field supervisors. D. The Contractor shall be responsible for notifying the ATN regarding any changes in proposed personnel policies, duties, or hours that deviate from the Proposal. Personnel changes include the following positions: project manager, assistant project manager, maintenance manager, operations supervisors, field supervisors, MIS data managers, training and safety coordinators, and dispatchers. SEC. 10 PROJECT MANAGEMENT A. The Contractor will designate a Project Manager to oversee the proper operations of the Contractor's services. B. The Project Manager will provide both on-line supervision and management of accounts and operating records. C. On-line supervision shall include, but is not limited to, the following duties: 1. Training and scheduling of all regularly assigned personnel. 2. Arranging the assignment of quality back-up personnel whenever necessary. 3. Distribution and collection of operating reports. 4. Daily monitoring of ridership. 5. Supervision of all staff to ensure the provision of quality service that meets or exceeds the requirements of this Agreement. D. Project Management shall include, but is not limited to,the following: 1. Preparation of monthly summaries of operations data on a line by line basis. 2. Maintenance of project accounts. 3. Responsibility for the complete operation of all Fleet Vehicles, including all ancillary equipment, i.e. charging infrastructure. 9 4. Immediate responsibility for any operational problems and/or passenger complaints and the reporting of all problems to the ATN in a timely manner. SEC. 11 FLEET VEHICLE OPERATORS A. Fleet Vehicle operators will work a schedule that ensures a consistent and overall high quality of service. B. Operators must have proficient understanding and use of the English language, a valid California Class II or Class B (with appropriate endorsements) Driver's License and Medical Examiner's Certificate, as well as any other licenses required by applicable federal, state, and local regulations. C. The Contractor shall comply with all applicable existing future federal, state, and local regulations concerning drug testing of employees, when applicable. Such programs shall be explained to vehicle operators. D. Training must place significant emphasis on techniques for dealing with the public in a helpful and courteous manner to achieve the maximum level of customer service; this requirement pertains to regularly assigned and relief vehicle operators. Due to the critical importance of customer relations training for drivers, Contractor must provide a detailed description of its driver training program, including customer service and sensitivity training guidelines. E. The Contractor shall conduct pre-employment DMV checks of all personnel including independent contractor or subcontracted employees hired for service, and shall check DMV records at least every six (6) months for accidents,vehicle code violations, and valid driver's licenses of its employees whose jobs require them to operate vehicles. This information shall be made available for review by the ATN upon request. F. Drivers must be promptly trained and supervised in order to ensure proper energy conservation techniques for electric vehicles are being utilized on a daily basis. SEC. 12 FLEET VEHICLES-GENERAL REQUIREMENTS QU EMENTS 10 Amu A. The Contractor will be responsible to ensure that all vehicle work is performed in accordance with the warranty conditions. B. When not in ART service, all vehicles will be stored in a secure area. C. The Fleet Vehicles shall not be used on any other service other than that specified by this Agreement without specific written authority from the ATN. D. It is the ATN's intention to operate the electric vehicles as Anaheim Resort transportation vehicles.The vehicles will be rotated each day through primary, secondary, and spare status so that mileage will be evenly accrued. E. Only ATN approved exterior advertising is permitted on Fleet Vehicles.The exterior appearance of the vehicles will be coordinated by the ATN.The Contractor shall cause such advertising materials as audio, video, or similar devices affixed to such locations of the vehicles as permitted by the interior vehicle space. In no event shall the Contractor be required by obligations to third parties to affix such advertising as would place the Contractor in default of this Agreement. SEC.13 MAINTENANCE OF FLEET VEHICLES A. Through an approved preventive maintenance program, the Contractor shall cause all components of each Fleet Vehicle including its body,frame, furnishing, mechanical, electric, hydraulic or other operating systems,to be maintained in proper working condition free from damage and malfunction. Any significant vehicle damage caused in any accident or otherwise shall require the Contractor to immediately repair such damage, which is determined to impair safe mechanical operation of the vehicle. B. No Fleet Vehicle shall be operated in ART service that has body, paint, or interior damage unless special permission has been granted by the ATN due to extraordinary circumstances. C. In no event shall the ATN be required to repair, replace, or maintain any vehicle. D. The Contractor, at its sole cost and expense, shall maintain stores of lubricants, parts, decals, and all other supplies required for the maintenance, repair and operation of all vehicles utilized in connection with this Agreement. 11 E. The Contractor shall be required to negotiate and process all vehicle warranty claims through the manufacturer's own warranty department, and is responsible for collection of any monies, extended warranties, or credits for the length of time the warranty is in effect. F. In the event that any of the Fleet Vehicles are needed for any part of a new contract, the vehicles will be turned over to a new contractor with serviceable tires. Any new vehicles procured for this Agreement by the ATN will be equipped with new ATN-owned tires. The Contractor shall be required to provide subsequent tires and wheels. The Contractor will furnish and maintain tubes and tires for all vehicles utilized at any time during the term of this Agreement. In no event shall the ATN be required to provide, repair, replace, or maintain any tires or tubes for any vehicle during the duration of this Agreement. G. The Contractor shall dispatch a spare vehicle in the event of a vehicle breakdown or accident. A spare vehicle must have exterior marking consistent with the vehicle design, coloration, and signage approved for the Anaheim Resort.The maximum response time from the moment a trouble call is received until a substitute vehicle arrives shall be established by the ATN which also reserve the right to establish additional criteria regarding reliability of response in the event of breakdowns and accidents. H. The Contractor shall be responsible for keeping a vehicle file by vehicle number, documenting all vehicle maintenance to include PM, scheduled maintenance and inspections, parts usage, unscheduled maintenance, energy usage, and labor expended on each vehicle.The Contractor is responsible for keeping the vehicle file current throughout the term of the Agreement and shall remit complete copies of all vehicle files to the ATN at the end of the Agreement. The ATN shall have immediate access to all vehicle maintenance records and computer access during planned or unannounced visits or inspections of the Contractor's facility for the duration of the Agreement. I. The Contractor shall be responsible to ensure that a vehicle defect report is completed daily by the driver on each vehicle prior to daily service. 12 J. The Contractor shall also submit all required Maintenance Reports to the ATN as required herein. K. The ATN shall have immediate and unrestricted access to all vehicle maintenance records and vehicles during planned or unplanned visits or inspections during the term of the Agreement. L. The ATN shall be entitled, at all times,to conduct inspections of any vehicle in order to determine compliance with appropriate service and maintenance requirements.The Contractor shall, upon request by the ATN, immediately remove from operation and shall repair, clean, or take any other reasonable action requested by the ATN in order to cause such vehicle to be in compliance herewith. The ATN will establish procedures for the initial inspection and acceptance of all vehicles. M. Upon completion of a CHP terminal inspection, the Contractor shall immediately notify the ATN in writing as to whether the Contractor's facility received a satisfactory or unsatisfactory rating from CHP. The Contractor shall provide a copy of the CHP report to the ATN and indicate what action is being pursued if any unsatisfactory rating was received. These reports shall be submitted to the ATN within ten (10) working days subsequent to the CHP inspection. N. The Contractor shall maintain a status board in the shop where the vehicles are maintained. The status board shall contain, but not limited to,the following: 1. Vehicle mileage 2. Date and mileage of last LOF 3. Date and mileage of last PM 4. Date and mileage of last brake inspection 5. Date and mileage of next LOF 6. Date and mileage of next PM 7. Date and mileage of next brake inspection O. The Contractor shall follow a maintenance program. The maintenance program shall meet or exceed manufacturer's recommendations or specified guidelines, including all add-on equipment installed by a second stage manufacturer. Preventive 13 maintenance/safety inspection must be performed every 3,000 miles or 30 days, but not to exceed 45 days, whichever occurs first. In addition, all maintenance work shall conform, but not be limited to, the requirements of Title 13, Article 6, of the California Vehicle Code. P. The Contractor shall perform any required maintenance to ensure constant display operation of all revenue service vehicle destination signs. Q. The Contractor shall maintain all decals applied to the surface of the vehicles at Contractor's expense.This shall include new, redesigned decals (produced by the ATN) and decals worn, torn, or faded due to an accident or daily wear and tear. There shall be no perceivable variation in gloss or shade of the decals throughout the term of the Agreement. R. All painted surfaces shall be in good condition. Normal wear and tear to the finish is to be expected, but paint is to be maintained at a high level of finish as the ATN wishes to present the best possible image to the public. All painted surfaces shall be free from graffiti and scratches, and there shall be no perceivable difference in glass or shades of individual colors. It shall be the responsibility of the Contractor to assume all costs associated with painting the vehicles to the standards established by the ATN, in regard to fading or discoloration from wear and tear. S. The Contractor shall maintain all wheels in a clean and presentable condition. This is to include, but not limited to, cleaning and painting of wheels and wheel hubs in an even appearance as to leave no runs, drips, fogged painting, or overspray. No vehicle is to be in revenue service or in ready status with dirty, unpainted, or improperly painted wheels. 1. Spare wheels are to be maintained and ready to install on a vehicle in a clean and freshly painted or polished appearance on both the inside and outside of the wheel. 2. Aluminum wheels shall be maintained in a polished condition, free from dirt and oxidation. 14 3. The ATN is granting the Contractor permission to install aluminum wheels in place of painted wheels, at Contractor's expense, to remove the need for painting and maintain an evenly painted wheel. T. The Contractor shall maintain sufficient supplies of replacement glass to replace broken, scratched, or graffitied windows without affecting revenue operations. No vehicle shall be placed into service with graffiti etched into surface of any window glass or be operated with any cracks in the window. The ATN grants the Contractor permission to install window inserts for graffiti prevention, at its own expense, to reduce the cost of replacing glass. The type of insert must be approved by the ATN to maintain an acceptable appearance aboard the vehicle and the inserts must be maintained in accordance with the provisions hereof. U. Batteries shall be washed with moderate pressure water jets. High-pressure water jets of hot or cold water with detergent is appropriate for electric machinery. V. Batteries shall be cleaned and inspected monthly. 1. Battery Maintenance for vehicles (NiCad)— NiCad batteries shall have electrolyte water replenished on a monthly basis. Fast charging (if utilized) or accomplishment of more than one (1) cycle (80 kWh energy throughout) per day may necessitate more frequent water replenishment. 2. Battery maintenance shall be conducted by the Contractor in accordance with the manufacturer's recommended practices. W. If the vehicles are damaged as a result of poor maintenance by the Contractor, then the ATN may choose to have all required vehicle repairs performed by a company of the MN's choosing and subsequently invoice the Contractor for the costs of repairs. SEC. 14 FLEET VEHICLE CLEANLINESS A. The Contractor shall cause, on a regularly scheduled basis, each vehicle to be maintained in a clean condition throughout, both interior and exterior. The Contractor shall ensure the cleanliness of each vehicle prior to the commencement of each service 15 day. The exterior of each vehicle shall be kept clean from road dust, mud, tar, grime, and graffiti. The ATN will contract directly with a Vehicle Cleaning Vendor to ensure the vehicle exteriors shall be washed at least once during each week of service and within twenty-four(24) hours after each rainfall or any other condition affecting vehicles' exterior appearance. B. The interior of each vehicle will be thoroughly cleaned daily. This complete cleaning shall include, but not be limited to, ceiling, walls, area behind seats, floors, driver area, ancillary equipment, and windows. Seats should be cleaned regularly and marks and stains removed promptly. Seats that are worn, excessively stained, or torn should be replaced. The interior shall be maintained free from any vermin at all times. The Contractor is expressly prohibited from using any vermin control products or application procedure for such project that would be hazardous to the health and well being of the passengers and drivers of such vehicle.The interior passenger compartment of each vehicle shall be free of noxious odors from cleaning product and vermin control products. Any vehicle found by the ATN not in compliance with these cleaning provisions will be removed from service immediately without limiting the Contractor's service obligations. Once all required actions have been completed by the Contractor to correct any deficiencies found within this provision, the ATN must inspect and approve all actions taken prior to the vehicle being eligible for use in scheduled service. C. The Contractor shall remove all graffiti from the vehicle has soon as it is found, or as soon as it is practical at the end of the day or before it goes in service the next day. If the graffiti is offensive or vulgar and cannot be removed, that vehicle shall be taken out of service immediately. No vehicle shall start revenue service with graffiti on any surface of the vehicle. If graffiti is etched or scratched into glass or insert, that glass or insert must be repaired or replaced before the vehicle is placed back into revenue service. Careful painting of the window frames will be allowed if overspray to surrounding surfaces is prevented. SEC. 15 GENERAL REPAIRS 16 A. The Contractor shall provide as required all general repairs to vehicles provided under this Agreement. B. The Contractor will be required to obtain original equipment manufacturer (OEM) parts and supplies. No variance will be allowed regarding OEM replacement parts unless written requests are submitted by the Contractor with all relative documentation to the ATN for review, and subsequent written approval forwarded to the Contractor. C. As a result of vehicle repairs, the Contractor shall ensure that all re-assembly tasks are performed in such a manner that the vehicle remains in the OEM configuration as it was received.This includes, but is not limited to, wiring configuration and clamping, power train components, and body assembly. No variation or vehicle system modifications will be allowed without the written authorization from the ATN. D. All accident damage repairs shall be performed by the Contractor.The Contractor must submit to the ATN a written schedule for such repair. In addition, the Contractor shall notify the ATN each time an accident occurs. All vehicle repairs shall be performed by competent repair facilities, which are capable of repairing the vehicle back to its original configuration, appearance, and structural integrity. Failure to comply with this provision will result in the ATN having all required vehicle repairs performed by a company of the ATN's choosing and subsequent invoicing by the ATN to the Contractor for the cost of repair. F. All repair work must be performed by maintenance personnel who have demonstrated experience and skills in the work to be performed. All mechanics must possess a valid and current ASE certification in all relevant categories pertinent to the mechanic's duties, including preventive maintenance inspections, within twelve (12) months of beginning maintenance work on the vehicles. The Contractor's maintenance personnel will have knowledge of and certification in diagnostic procedures, electrical systems, brake systems, and related mechanical parts, methods, and procedures normally used in servicing mechanical equipment for transit vehicles and over the road coaches.The qualifications of technicians must appear on the proposed Vehicle Maintenance Program, and be verifiable to the ATN's satisfaction. The ATN reserves the right to 17 require additional assurance throughout the term of the Agreement that maintenance personnel are properly equipped,trained, and qualified to service, repair,and properly document repairs to the Fleet Vehicles. SEC.16 RADIO AND SMART COMMUNICATIONS SYSTEM A. The Contractor shall provide and install a radio communications system that will allow for timely and efficient dispatching, coordinating, and responding to necessary service calls.The system may be of the Contractor's choice, but must include the necessary performance elements of the system. Each Fleet Vehicle, as well as each administrative vehicle, shall have a receiver/transmitter installed and operational. In addition, hand- held mobile units shall be provided for all street supervisors,vehicles with temporarily inoperative radios, and other personnel, as needed. B. The radio system is to be used for operational purposes only. No advertising shall be permitted on the radio system. C. Vehicles will not be operated in ART service without a functioning radio in the vehicle. Contractor shall at all times have operating hand-held radios or other communication devices available for distribution to drivers whose vehicle communication systems are inoperative. If a radio fails while in service,the driver shall notify the dispatcher by landline or through another driver, and a hand-held radio shall be dispatched to the driver without delay. SEC.17 REPORTS A. The Project Manager, in accordance with the established reporting schedule, will prepare data reports to be submitted promptly to the ATN. Electronic access to the reports, i.e. via an email system, is acceptable to the ATN. Contractor shall include a description of any existing and/or proposed computer system configuration and on-line service that could accommodate this reporting electronically. B. The Contractor shall report ridership data for each day of service operation, and shall include total boarding by stop on a trip-by-trip basis for each ART route.Such reports 18 shall be desegregated for each day of service provided and shall be remitted weekly no later than 5:00 p.m. on each Tuesday for the proceeding week.The ATN will provide Contractor with access to the reporting software. C. A monthly Summary Ridership Report which contains daily ridership and other desired operating information by route shall be prepared by the Contractor and submitted to the ATN within ten (10) working days after the end of the month. D. The Contractor shall conduct once a year a 100 percent ride check for each operating route. This ride check shall include total boardings, alightings, and onboard passengers at each stop for each trip operated on a selected day (to be determined by the ATN)All boardings shall be recorded and the total passenger miles for each route shall also be calculated. The ridership resulted shall be provided to the ATN in hard copy and electronic formats.The ATN reserves the right to modify this format. E. A Monthly Service Evaluation Report shall be submitted to the ATN within ten (10) working days after end the end of each month summarizing key service quality measures by route. This report shall be prepared by the Contractor and shall be consistent with the information contained in the operating and maintenance performance reports, which are also required by the ATN. F. Road Call/Missed Trip/Incident Report. 1. A weekly Road Call/Missed Trip/Incident Report shall be transmitted to the ATN. 2. A monthly Summary of Road Calls/Missed Trips/Incident Reports shall be also submitted to the ATN within ten (10) working days after the end of each month, which summarizes the information provided on the daily reports during each month. G. A Monthly Preventive Maintenance (PM) Report shall be submitted to the ATN within ten (10) working days after the end of each month indicating the date and mileage when the last PM was performed for each vehicle, and what type of PM (e.g. "A," "B," LOF, Brake Inspection, HVAC Inspection, etc.) was performed.This report shall match the Contractor's maintenance records and may be audited by the ATN. 19 H. A Daily Pre-Trip Inspection Report shall be completed by an operations supervisor and transmitted via facsimile or email to the ATN at the beginning of service each day.This report ensures an agreement between supervisors and drivers that vehicles have been cleaned and normal safety checks (e.g., lights, tires, wind shield wipers, brake system, glass, body, paint, etc.) have been performed by driver before the start of service. I. The Contractor shall maintain records and provide to the ATN on a daily basis, a Vehicle Defect Report indicating the status of all vehicles, which are placed out of service by the Contractor due to mechanical problems. The report must also include the repairs necessary to return the vehicle into service and the estimated time/date the repairs will be completed. The report shall be updated throughout the service day should subsequent defects be found. The Contractor shall file these Defect Reports chronologically by vehicle number and shall keep all reports on file. J. An accident report shall be transmitted via facsimile or email to the ATN within 24 hours of each accident involving a contracted vehicle. Any major accident involving injuries or significant damage to City vehicles shall be immediately reported (regardless of hour or day) through direct person-to-person contact, by telephone or by facsimile,following written summary of the accident/incident. It is imperative that the Contractor contact the ATN immediately about any major accident/incident. If any service is missed as a result of the accident, a Road Call/Missed Trip/Incident Report must also be completed and submitted to the ATN within 24 hours. K. A passenger Complaint Report shall be completed for each complaint received concerning ART service..This report shall be completed by the Contractor regardless of whether the complaint (written or oral) was received directly by the Contractor, or was forwarded to the Contractor by the ATN or a third party. A copy of each passenger complaint form shall be submitted to the ATN within 24 hours of receipt by the Contractor. L. Monthly Summary Report of Contractor complaints/commendations shall also be completed by the Contractor and submitted to the ATN within ten (10) working days after the end of each month. 20 M. The Contractor is required to monitor and document the on-time performance of each service vehicle.The Contractor shall require that all drivers immediately report to dispatch each time they fall behind schedule (at a minimum, one-half the headway or ten (10) minutes late,whichever is less).The Contractor shall maintain a log of all such calls including date/time, location, route number, drivers name, and amount of time behind schedule.The ATN will audit this information on a random basis. N. The Contractor is required to provide data consistent with and necessary for the submission of the annual report as required by the Federal Transit Administration's National Transit Database ("NTD")Section 5307 Program, as currently constituted and as amended from time to time. 21 ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network ATTACHMENT 1 Appearance Standards J Dress Code and Appearance Policy A. Dress Code and Appearance Policy-When you have a neat appearance and appropriate attire you become a role model for your fellow employees and you convey an attitude of excellence that has become synonymous with our Contract image.The following dress code is not an arbitrary standard chosen for convenience. It is a contractual obligation between the Anaheim Transportation Network and MV Transportation.You must adhere to this dress code when operating the ART Service as well as Compliance under MV Transportation Employee Handbook, p.36,"Personal Appearance".Issued July 2009. a. Uniforms-Only Company authorized uniforms are permitted while on duty. i. ART Uniform Shirt—Should be clean,neat, pressed and in good repair. ii. ART Tie—Should be clean,neat, pressed and in good reapair. iii. Navy blue or black trousers or slacks—Should be clean, neat, pressed and in good repair. iv. Black or Navy blue belt v. Black leather shoes or boots(polished) vi. Black of Navy blue socks/hosiery vii. Name Tag:To be visible at ALL times and worn in the upper left area of the torso. b. Personal Hygiene i. Antiperspirant and/or deodorant is to be used daily. ii. Wear only mildly scented fragrance products.Strong or heavy scented products are prohibited. c. Hair i. Hair color is to be natural looking, no extreme colors or styles including bi-level or spiked styles. ii. Males: hair is to be cut above the collar and ears,faded evenly with appropriate sideburns(no muttonchops). Neatly trimmed mustaches and beards are acceptable. iii. Females: Hair is to be neatly combed.Confine hair that is below shoulder length so that it does not fall forward over the face or nametag. Hair accessories are to be neutral color or a solid color matching the uniform. d. Makeup i. Makeup should be natural looking and complimentary to the skin tone. e. Fingernails i. Keep fingernails clean,timed and presentable. ii. Females: Fingernails should be kept no long than Y.."past he fingertip. Nail color should be conservative. Males:fingernails should not extend past the tip of the finger. Don't wear nail polish with the exception of clear polish for manicured nails. f. Contact Lenses i. Colored or tinted contact lenses must be natural looking. ii. Decorative or unnatural color lenses that are distracting are not permitted. g. Tattoos i. ALL TATTOOS are to be CONCEALED. h. Sunglasses i. Frames are to be conservative style.No extreme shapes. ii. No mirrored lenses.Wear lenses that are a neutral color—lenses that allow the eye to be seen easily. iii. Eyes/vision is to be unobstructed. i. Jewelry i. Jewelry is to be kept to a minimum. ii. Necklaces, bracelets and ankle bracelets are not permitted. iii. Only one ring per hand (with the exception of wedding sets). No thumb rings. iv. Females:Wear earrings that are a simple matched pair. Hoop and/or dangle earrings are not permitted.Only one earring is to be worn in each ear. v. Males:earring are not permitted vi. Body piercings are not permitted (except one pair of earrings on females). No plugs or bandages to cover piercings. j. Shoes i. Only specified uniforms shoes are permitted. ii. Black or navy blue sock/hosiery only. k. Personal Cell Phones i. Personal cell phones are not permitted without prior management approval. Upon approval they should be concealed from sight and on silent mode. ii. Company issued cell phones are permitted when there is a business need. Never use the cell while driving. iii. Compliance under MV Transportation,Employee Handbook, p.44,"Use of Personal Cell Phones and other Electronic Devices". Issued July 2009 I. Timepiece i. It is required that all personnel wear a discreet timepiece. m. Inspections i. All personnel will be inspected daily for policy compliance. Non-compliance to the policy may result in the contractor asking the transportation provider to remove the Operator from service. B. Compliance under the policy is not just about wearing the proper uniform it is also about looking professional and coming in well rested and alert ready to go to work. Compliance under MV Transportation Employee Handbook, p.44,"Preparedness for Work and Alertness Management." Issued July 2009. C. Smoking on any ART Vehicle is prohibited.Furthermore,Smoking within eyesight or potential eyesight of any of our passengers takes away from the positive image we would like drivers to convey. Thus, it is against policy to on,around or in sight or potential guests.Compliance under MV Transportation Employee Handbook,p. 37,"Smoking". Issued July 2009 is also expected. Acknowledge that I have received my ART uniform, uniform and personal appearance guidelines and the uniform replacement/return sheet.I will adhere to the ART uniform standards at all times. Signature: Printed Name: Date: ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network EXHIBIT 1 ART SYSTEM MAP K s &. a . _ -...x • s 4 ya Y^ `11 • q j ~' E ,6 _ , .. gip _ . . .,. ....„..,. o"k I ; , Aloe, 111 11111 }} Illit1 ?a of fji a pjE /1'°11'hi l g 11 d UM OMAN I 1 I r -b . 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ISI ,; ...z., DL.- ..„.,c11-4- ..3,[ 1i IV l x l O.y K' _� - AAA[ ; �• `_; i �°i dli$}1 3f ni! oeI TW Wel _- 11---- 11 ii k 1 _ .,_ :�i !� �i __ !!^�--j��RQttieB.^=e- eta-d�:s-1tjf2:=:- =ter �ezee F�.sts-z-�saaa�;ysas S�s7a�- j��sssa--ij$saS��ga �a �=�as�s Li ill I ti t 11 ll 11 118 t I ' II ij R aia N �Jn i ill ,,s „ ,1 1 .�w 1 1 ;118 ,:l ,....:ii 'io dd� b l il I = 1 - i ii 1781111„ is _,jai, iill !blie ii I#iuiitiiii Il fi afidiiljii1i :rIL111 '33111l• dill aii#lli3 ii ;1)iiiiiiil .riii aa3zi5e?t ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network EXHIBIT 2 SAMPLE WEEKLY ART SCHEDULE 1. ON-TIME TRACKING REPORT 2. COMPLAINT RECORD KEEPING/TRACKING L R IES ORT 'TRANSIT A tvAHErM TRANs►ORTATION N@TwORK 1280 South Anaheim Boulevard • Anaheim.California 92805 Why walk when you can ride! Start your Anaheim fun with a ride on the ART system! The Anaheim Resort Transit(ART)runs on alternative fuel which Is a clean,comfortable,sate and easy way to access Disneyland*", Disney's California Adventure'•,Downtown Disney®,the Anaheim CQLnvention Center,restaurant and shops around The Anaheim Resort",area. Ask for the ART system map for further details! /SLI buses are accessible to persons with disabilities. 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" 1 `7, ; ' {! ■ s , ®02| f= 11 1.435 r�22 E;4; zi . #,g I! • gq \f| | | ; ;3 ! 1t1§§ ! ,. �, #z ■!! $ƒtea#}k ' 62 § 7 ) | $ $ 1.1• . = \\ \st k / a k 0, kf kf k k k — | _ - I h d ! i k ` & -- --# | T. § B I . - - ` ~' - \ - { � ------ -- ■ 1 C !| ■ . c ■ c cc ! ! ! § § ! § § § 2 g k § k P. / § 7 1 , | K - --- § ! A RI k. . / ) / § ; 1 \ �, §i Bik k iI B ANAHEIM RESORT TRANSIT APPLICATION FOR FRANCHISE EXTENSION: Anaheim Transportation Network EXHIBIT 5 SCOPE OF WORK SCOPE OF SERVICES SEC. 1 INTRODUCTION This Exhibit "A" to the Agreement Regarding Operation of Anaheim Resort transportation Service (the "Agreement") delineates the scope of services to be provided by the Contractor. This Exhibit includes basic service requirements, administrative requirements, and reporting requirements. Unless otherwise stated, all capitalized terms referenced herein shall have the same meaning as described in the Agreement. SEC. 2 DESCRIPTION OF SERVICES AND SERVICE AREA A. The ART service will be provided in the"Anaheim Resort", as defined in the Agreement to include both the area described in the Anaheim Resort Specific Plan, City of Anaheim and to areas beyond, such as the Platinum Triangle. Expansion of the ART service to additional areas not yet serviced by the ATN may be authorized only by the ATN. B. ART service will be composed of a series of routes that allow riders to circulate throughout the designated ART service area. All participating business establishments in the Anaheim Resort must be accessible via one of the ART routes. Contractor will work with the ATN to develop routes and stops adequate to meet the needs identified by the ATN. The ATN shall have final authority to set routes and stops for the ART service.The ATN shall authorize all routes and stops in writing. Contractor shall not issue, publish, or release in any way route maps or stop locations that have not been authorized by the ATN. C. Contractor will work with the ATN to develop a level of service in the form of monthly work orders ("Level of Service") that are designed to meet the ridership needs identified by the ATN from month to month. The ATN shall have final authority to establish the Level of Service for the ART service. Contractor shall not issue, publish or release in any way Level of Service standards that have not been authorized by the ATN. D. Contractor will work with the ATN to the extent changes in routes, stops, or Level of Service are needed. SEC.3 OPERATING STANDARDS A. Vehicles shall be operated with primary regard for the safety, comfort, convenience and overall satisfaction of the patrons and employees of the Anaheim Resort. B. Service shall be provided as scheduled or according to any adjusted schedule established by the ATN,including route modifications required as a result of a declared emergency.The Contractor shall strive to maintain on-time performance; however,the Contractor shall not be held responsible for failure to provide on-time performance due to unusual weather or traffic conditions, unavoidable vehicle malfunction,or naturally occurring disaster, if sufficient documentation is provided to the ATN. Contractor shall provide in the proposal its proposed operational plan for maintaining on-time performance. Contractor shall also provide in its proposal a proposed operational plan for expeditious resuming of service in the event of a road call or other interruption in service. Operational difficulties that result in missed trips or vehicles not operating as required by the Agreement must be reported immediately to the ATN. C. Procedures shall be established to ensure that project management staff are aware of passenger complaints and operational problems. Drivers are to report any passenger complaints or operational programs with the vehicle immediately to management staff, who will ensure that appropriate measures are taken by supervisory and/or maintenance staff to correct the problem and that all complaints are reported to the ATN. D. Contractor shall discuss its plan for the monitoring of service quality, including on-time performance, missed trips, preventive maintenance of vehicles,vehicle cleaning, driver courtesy,etc. E. Upon declaration of any emergency by the City or authorized City representative responsible for transportation-related activities,the Contractor shall deploy vehicles in a manner described by the City as part of the Emergency Operations Transportation Services Plan. However, the City shall be obligated to compensate the Contractor for services provided during the period of declared emergency. F. The Contractor may, from time to time, be required to provide non-declared emergency service, which does not necessarily require the declaration of an emergency by the City. Such emergency service will require re-routing of the regular service, notification of passengers, and increased road supervision and monitoring. This situation, which may be prompted by unforeseen road construction, road closures, special events, or police incident, may require the Contractor to provide re-route service. In the event that such an occurrence takes place where no advance notice is given, the Contractor shall take the responsibility to produce a re-route, with minimal interruptions to service, immediately notify the City, dispatch a supervisor to monitor the area and the situation, and return to the normal route/operation as quickly as possible. When advance notice is received, the Contractor shall work with the City and ATN staff to develop a re-route plan, post rider alert bulletins, and in some situations pick up and post signs provided by the City. The Contractor shall also be responsible for removing the rider bulletin and signs as soon as the emergency is over. SEC. 4 FARE STRUCTURE A. The ATN shall determine the fare structure. B. All fares collected are the property of the ATN. C. The Contractor shall work with the ATN and the local community to maintain the operation of a fare- based transportation system. D. Only ATN-issued fare media will be accepted by vehicle operators as access to the ART service. SEC. 5 FARE COLLECTION AND ACCOUNTABILITY A. ART service is a fare-based public transportation service. The ATN contracts with businesses and other points of sale to sell the ART fare media. B. The ATN's responsibilities include general administration and quality control of the ART service; marketing; fare orders fulfillment; provision and distribution of the fare media; daily, monthly, and annual reconciliation of fares; collection of fare and/or contractual obligations; financial auditing; reporting functions; administration of the Franchise; ridership and vehicle performance reporting in compliance with the grant funded programs. C. The ATN shall work with the Contractor to administer and monitor the official fare collection media for ART services. The Contractor shall be responsible for the validation of ART passes upon passenger boarding and collection of cash fares from passengers who do not use a valid ART pass and shall cooperate generally with the ATN and work with the local community to ensure smooth operation of the fare-based system. D. Considering the quasi-public structure of the ART service, sale of "promotional packages" shall not be allowed. Provision of ART service shall not be tied to other services in any way, nor may ART service be discounted. Contractor is free to solicit other business opportunities in the Anaheim Resort provided those services are neither competitive with nor interfere with the ART services or the planned or logical extension or expansion of those services. SEC.6 GENERAL RESPONSIBLITIES OF THE CONTRACTOR A. The Contractor shall coordinate, manage, and control all necessary program activities pertaining to Fleet Vehicles which shall include: providing vehicle operations; vehicle maintenance; fueling of the Fleet Vehicles; maintenance of related vehicle infrastructure; operating personnel; driver and other personnel training; developing administrative procedures, performance statistics, and reports; and developing methods to maximize service efficiency. B. The Contractor shall not enter into an agreement with any other party for use of equipment or personnel dedicated to this service without the written approval of the ATN. All Fleet Vehicles must have necessary permits and appropriate decals and may only be operated in the Anaheim Resort, unless authorized in writing in advance by the ATN. C. The Contractor shall implement and administer a comprehensive program of alcohol and drug testing as mandated by the Omnibus Transportation Employees Testing Act of 1991. Contractor shall administer alcohol and drug testing for employees not covered by the Omnibus Transportation Employees Testing Act of 1991, and pre-employment testing on a needed basis.All statutory references concerning the ART service refer to the Federal Motor Carrier Safety Regulations,Title 49-Transportation, Charter III-Federal Highway Administration, Department of Transportation,Subtitle A-Office of the Secretary of Transportation Part 40(procedures for transportation work place drug and alcohol testing programs)and Subchapter B-Federal Motor Carrier Safety Regulation, Part 382 (controlled substances and alcohol use and testing). D. The Contractor shall provide high quality,customer service oriented transit service for the Anaheim Resort.The ATN will monitor the service closely to ensure that all contractual responsibilities are met. E. The Contractor shall ensure that vehicle operators meet the following standards: 1. Operators will meet approved appearance standards. 2. Operators must be in uniforms approved and provided by the ATN whenever they are operating Fleet Vehicles. 3. Each operator must report to Contractor's Dispatcher before starting his/her shift and at the end of his/her shift,to ensure that all appearance and uniform standards are met. 4. Each operator will complete training in customer service to ensure high quality passenger service and sensitivity.This training may be provided by or at the request of the ATN in addition to the training offered by Contractor. 5. Operators will be aware of basic resort features and operating details and shall answer guest questions in a friendly and positive manner. 6. Absolutely no smoking will be allowed by operators in Fleet Vehicles or in close proximity to the vehicle entrance. 7. Operators will not solicit tips from any party under any circumstances. 8. Field Supervisors will be physically present in the Anaheim Resort during 100%of ART operating hours to monitor and ensure operating quality and performance, and to ensure the smooth operation of the ART system. F. The Contractor must be available, and /or be able to acquire in a timely fashion, any additional equipment and/or personnel required for its performance under the Agreement. Any proposed modification to the routes/schedules must be furnished to the ATN fifteen (15) days prior to the proposed service charge. Route modifications caused by non-recurring events (e.g. freeway accidents) are the responsibility of the Contractor. Route modifications necessitated by recurring events (e.g. street closures) are also the responsibility of the Contractor, but must be approved by the ATN. In case of emergency, the Contractor shall respond to modifications to service immediately upon request of the ATN. G. The Contractor shall provide such Fleet Vehicles as the ATN may, from time to time, specify for promotional appearances, uses, or photographs at no cost to the ATN,as long as the vehicles are available and their use as described does not interfere with service under the Agreement. H. The Contractor shall refer all media requests to the ATN and shall not provide any information without prior approval by the ATN. The Contractor shall not issue a press release or initiate other media contact without first receiving approval from the ATN. I. The Contractor shall ensure that all personnel cooperate with any operational procedures pertaining to survey work, including the distribution of survey questionnaires, etc. The Contractor shall cause drivers of Fleet Vehicles and road supervisors to cooperate and comply with reasonable requests to collect data on passenger counts, and distribute notices, schedules, or other promotional materials to passengers in connection with the services provided. J. The Contractor shall work with ATN to develop, implement and maintain an effective marketing and public relations program. It shall be the responsibility of the ATN to develop promotional activities through newspaper, television, radio, and leaflets. K. The Contractor shall be required to attend all meetings and/or training sessions as required by the ATN. The Contractor may be excused from attendance only by prior written consent from the ATN. L. The Contractor shall pay all taxes of whatever character that may be levied or charged upon equipment, or upon its operation hereunder. Contractor shall also pay all license or permit fees necessary or required by law for the conduct of its operation hereunder. It is expressly understood and acknowledged by the parties hereto that any amounts payable hereunder shall be paid in gross amount, without reduction for any other governmental taxes or charges. Contractor is responsible for assuming and remitting any applicable federal or state withholding taxes, estimated tax payments, social security payments, unemployment compensation payments, or any other fees, taxes, or expenses whatsoever. SEC. 7 PERSONNEL A. The Contractor shall be solely responsible for maintaining an adequate quality labor force, and for the satisfactory work performance of all employees under reasonable performance standards established by the ATN, subject to labor disputes, walkouts, strikes, impasse, and the like beyond Contractor's control. B. The Contractor shall be solely responsible for payment of all employee's wages (the "living wage" as discussed in the Agreement) and benefits and subcontractors' costs. Without any additional expenses to the ATN, the Contractor shall comply with the requirements of employee liability, worker's compensation, employment insurance, and Social Security. C. The ATN must be notified in writing of new hires or reassignments of key project personnel. Contractor will provide the ATN with the names and other identifying information of all current drivers of Contractor who have any responsibility regarding ART service. SEC. 8 PERSONNEL.PERFORMANCE STANDARDS A. Regularly assigned drivers or a fully trained back-up driver must be available and on time to ensure consistent and reliable service. B. All personnel are responsible for knowledge of the service system design, including the routing and stops, fare policy, schedules, access to major destinations, and regional service connectors, ADA requirements as it relates to stop announcements and physically challenged passengers, etc. All personnel must maintain a courteous attitude, answering to the best of their ability any passenger questions regarding the provision of service. Personnel must also report all passenger complaints and operational problems to management staff. C. The Contractor shall describe how the performance of the drivers, mechanics, and supervisory personnel will be monitored and evaluated. For example, the drivers should be evaluated in terms of courtesy, security, schedule adherence, safe driving records, and ability to efficiently operate electric vehicles; mechanics should be monitored and evaluated for the timely maintenance, inspection, problem detection, early attention, and repair of project vehicles. If the Project Manager is responsible for managing these activities, his/her time allocation should be reflected accordingly. SEC. 9 STAFFING PLAN A. The Contractor shall develop a written staffing plan that describes in detail the performance and functions of all supervisory personnel and other key personnel.An essential component of this plan should be a list of positions necessary to support the provision of service, including drivers, mechanics, dispatchers, MIS clerks, supervisors, operations manager(s), maintenance supervisor, etc. B. The Contractor shall provide a plan that describes all supervisory tasks and requirements necessary for the project including road supervision, dispatching, schedule adherence checks, complaints investigation and response, report writing, and training. In addition,the plan should include a list of all positions necessary to meet those requirements and the percentage of time each position which will be devoted to each task. If personnel are shared between various projects,this plan shall include a list of all positions for each project,the percentage of time each personnel is assigned to each project,and the revenue service hours of each project. C. Because road supervision is so critical to the overall efficiency of the ART service,the Contractor must determine the appropriate number of field supervisors for each service per shift while vehicles are in revenue service. Contractor must develop a detailed plan regarding the duties and responsibilities of the field supervisors. D. The Contractor shall be responsible for notifying the ATN regarding any changes in proposed personnel policies, duties,or hours that deviate from the Proposal. Personnel changes include the following positions: project manager, assistant project manager, maintenance manager,operations supervisors,field supervisors, MIS data managers, training and safety coordinators,and dispatchers. SEC. 10 PROJECT MANAGEMENT A. The Contractor will designate a Project Manager to oversee the proper operations of the Contractor's services. B. The Project Manager will provide both on-line supervision and management of accounts and operating records. C. On-line supervision shall include, but is not limited to,the following duties: 1. Training and scheduling of all regularly assigned personnel. 2. Arranging the assignment of quality back-up personnel whenever necessary. 3. Distribution and collection of operating reports. 4. Daily monitoring of ridership. 5. Supervision of all staff to ensure the provision of quality service that meets or exceeds the requirements of this Agreement. D. Project Management shall include, but is not limited to, the following: 1. Preparation of monthly summaries of operations data on a line by line basis. 2. Maintenance of project accounts. 3. Responsibility for the complete operation of all Fleet Vehicles, including all ancillary equipment, i.e. charging infrastructure. 4. Immediate responsibility for any operational problems and/or passenger complaints and the reporting of all problems to the ATN in a timely manner. SEC. 11 FLEET VEHICLE OPERATORS A. Fleet Vehicle operators will work a schedule that ensures a consistent and overall high quality of service. B. Operators must have proficient understanding and use of the English language, a valid California Class II or Class B(with appropriate endorsements) Driver's License and Medical Examiner's Certificate, as well as any other licenses required by applicable federal, state, and local regulations. C. The Contractor shall comply with all applicable existing future federal, state, and local regulations concerning drug testing of employees, when applicable. Such programs shall be explained to vehicle operators. D. Training must place significant emphasis on techniques for dealing with the public in a helpful and courteous manner to achieve the maximum level of customer service;this requirement pertains to regularly assigned and relief vehicle operators. Due to the critical importance of customer relations training for drivers, Contractor must provide a detailed description of its driver training program, including customer service and sensitivity training guidelines. E. The Contractor shall conduct pre-employment DMV checks of all personnel including independent contractor or subcontracted employees hired for service, and shall check DMV records at least every six (6) months for accidents, vehicle code violations, and valid driver's licenses of its employees whose jobs require them to operate vehicles. This information shall be made available for review by the ATN upon request. F. Drivers must be promptly trained and supervised in order to ensure proper energy conservation techniques for electric vehicles are being utilized on a daily basis. SEC. 12 FLEET VEHICLES-GENERAL REQUIREMENTS A. The Contractor will be responsible to ensure that all vehicle work is performed in accordance with the warranty conditions. B. When not in ART service, all vehicles will be stored in a secure area. C. The Fleet Vehicles shall not be used on any other service other than that specified by this Agreement without specific written authority from the ATN. D. It is the ATN's intention to operate the electric vehicles as Anaheim Resort transportation vehicles.The vehicles will be rotated each day through primary, secondary, and spare status so that mileage will be evenly accrued. E. Only ATN approved exterior advertising is permitted on Fleet Vehicles. The exterior appearance of the vehicles will be coordinated by the ATN. The Contractor shall cause such advertising materials as audio, video, or similar devices affixed to such locations of the vehicles as permitted by the interior vehicle space. In no event shall the Contractor be required by obligations to third parties to affix such advertising as would place the Contractor in default of this Agreement. SEC. 13 MAINTENANCE OF FLEET VEHICLES A. Through an approved preventive maintenance program, the Contractor shall cause all components of each Fleet Vehicle including its body, frame, furnishing, mechanical, electric, hydraulic or other operating systems, to be maintained in proper working condition free from damage and malfunction. Any significant vehicle damage caused in any accident or otherwise shall require the Contractor to immediately repair such damage, which is determined to impair safe mechanical operation of the vehicle. B. No Fleet Vehicle shall be operated in ART service that has body, paint, or interior damage unless special permission has been granted by the ATN due to extraordinary circumstances. C. In no event shall the ATN be required to repair, replace, or maintain any vehicle. D. The Contractor, at its sole cost and expense, shall maintain stores of lubricants, parts, decals, and all other supplies required for the maintenance, repair and operation of all vehicles utilized in connection with this Agreement. E. The Contractor shall be required to negotiate and process all vehicle warranty claims through the manufacturer's own warranty department, and is responsible for collection of any monies, extended warranties, or credits for the length of time the warranty is in effect. F. In the event that any of the Fleet Vehicles are needed for any part of a new contract, the vehicles will be turned over to a new contractor with serviceable tires. Any new vehicles procured for this Agreement by the ATN will be equipped with new ATN-owned tires. The Contractor shall be required to provide subsequent tires and wheels. The Contractor will furnish and maintain tubes and tires for all vehicles utilized at any time during the term of this Agreement. In no event shall the ATN be required to provide, repair, replace, or maintain any tires or tubes for any vehicle during the duration of this Agreement. G. The Contractor shall dispatch a spare vehicle in the event of a vehicle breakdown or accident. A spare vehicle must have exterior marking consistent with the vehicle design, coloration, and signage approved for the Anaheim Resort.The maximum response time from the moment a trouble call is received until a substitute vehicle arrives shall be established by the ATN which also reserve the right to establish additional criteria regarding reliability of response in the event of breakdowns and accidents. H. The Contractor shall be responsible for keeping a vehicle file by vehicle number, documenting all vehicle maintenance to include PM, scheduled maintenance and inspections, parts usage, unscheduled maintenance, energy usage, and labor expended on each vehicle.The Contractor is responsible for keeping the vehicle file current throughout the term of the Agreement and shall remit complete copies of all vehicle files to the ATN at the end of the Agreement. The ATN shall have immediate access to all vehicle maintenance records and computer access during planned or unannounced visits or inspections of the Contractor's facility for the duration of the Agreement. I. The Contractor shall be responsible to ensure that a vehicle defect report is completed daily by the driver on each vehicle prior to daily service. J. The Contractor shall also submit all required Maintenance Reports to the ATN as required herein. K. The ATN shall have immediate and unrestricted access to all vehicle maintenance records and vehicles during planned or unplanned visits or inspections during the term of the Agreement. L. The ATN shall be entitled, at all times, to conduct inspections of any vehicle in order to determine compliance with appropriate service and maintenance requirements.The Contractor shall, upon request by the ATN, immediately remove from operation and shall repair, clean, or take any other reasonable action requested by the ATN in order to cause such vehicle to be in compliance herewith. The ATN will establish procedures for the initial inspection and acceptance of all vehicles. M. Upon completion of a CHP terminal inspection, the Contractor shall immediately notify the ATN in writing as to whether the Contractor's facility received a satisfactory or unsatisfactory rating from CHP. The Contractor shall provide a copy of the CHP report to the ATN and indicate what action is being pursued if any unsatisfactory rating was received. These reports shall be submitted to the ATN within ten (10) working days subsequent to the CHP inspection. N. The Contractor shall maintain a status board in the shop where the vehicles are maintained. The status board shall contain, but not limited to, the following: 1. Vehicle mileage 2. Date and mileage of last LOF 3. Date and mileage of last PM 4. Date and mileage of last brake inspection 5. Date and mileage of next LOF 6. Date and mileage of next PM 7. Date and mileage of next brake inspection 0. The Contractor shall follow a maintenance program. The maintenance program shall meet or exceed manufacturer's recommendations or specified guidelines, including all add-on equipment installed by a second stage manufacturer. Preventive maintenance/safety inspection must be performed every 3,000 miles or 30 days, but not to exceed 45 days, whichever occurs first. In addition, all maintenance work shall conform, but not be limited to,the requirements of Title 13, Article 6, of the California Vehicle Code. P. The Contractor shall perform any required maintenance to ensure constant display operation of all revenue service vehicle destination signs. Q. The Contractor shall maintain all decals applied to the surface of the vehicles at Contractor's expense.This shall include new, redesigned decals (produced by the ATN) and decals worn, torn, or faded due to an accident or daily wear and tear.There shall be no perceivable variation in gloss or shade of the decals throughout the term of the Agreement. R. All painted surfaces shall be in good condition. Normal wear and tear to the finish is to be expected, but paint is to be maintained at a high level of finish as the ATN wishes to present the best possible image to the public. All painted surfaces shall be free from graffiti and scratches, and there shall be no perceivable difference in glass or shades of individual colors. It shall be the responsibility of the Contractor to assume all costs associated with painting the vehicles to the standards established by the ATN, in regard to fading or discoloration from wear and tear. S. The Contractor shall maintain all wheels in a clean and presentable condition. This is to include, but not limited to, cleaning and painting of wheels and wheel hubs in an even appearance as to leave no runs, drips, fogged painting, or overspray. No vehicle is to be in revenue service or in ready status with dirty, unpainted, or improperly painted wheels. 1. Spare wheels are to be maintained and ready to install on a vehicle in a clean and freshly painted or polished appearance on both the inside and outside of the wheel. 2. Aluminum wheels shall be maintained in a polished condition, free from dirt and oxidation. 3. The ATN is granting the Contractor permission to install aluminum wheels in place of painted wheels, at Contractor's expense, to remove the need for painting and maintain an evenly painted wheel. T. The Contractor shall maintain sufficient supplies of replacement glass to replace broken, scratched, or graffitied windows without affecting revenue operations. No vehicle shall be placed into service with graffiti etched into surface of any window glass or be operated with any cracks in the window. The ATN grants the Contractor permission to install window inserts for graffiti prevention, at its own expense, to reduce the cost of replacing glass. The type of insert must be approved by the ATN to maintain an acceptable appearance aboard the vehicle and the inserts must be maintained in accordance with the provisions hereof. U. Batteries shall be washed with moderate pressure water jets. High-pressure water jets of hot or cold water with detergent is appropriate for electric machinery. V. Batteries shall be cleaned and inspected monthly. 1. Battery Maintenance for vehicles (NiCad) —NiCad batteries shall have electrolyte water replenished on a monthly basis. Fast charging (if utilized) or accomplishment of more than one (1) cycle (80 kWh energy throughout) per day may necessitate more frequent water replenishment. 2. Battery maintenance shall be conducted by the Contractor in accordance with the manufacturer's recommended practices. W. If the vehicles are damaged as a result of poor maintenance by the Contractor, then the ATN may choose to have all required vehicle repairs performed by a company of the ATN's choosing and subsequently invoice the Contractor for the costs of repairs. SEC. 14 FLEET VEHICLE CLEANLINESS A. The Contractor shall cause, on a regularly scheduled basis, each vehicle to be maintained in a clean condition throughout, both interior and exterior. The Contractor shall ensure the cleanliness of each vehicle prior to the commencement of each service day. The exterior of each vehicle shall be kept clean from road dust, mud, tar, grime, and graffiti. The ATN will contract directly with a Vehicle Cleaning Vendor to ensure the vehicle exteriors shall be washed at least once during each week of service and within twenty-four (24) hours after each rainfall or any other condition affecting vehicles' exterior appearance. B. The interior of each vehicle will be thoroughly cleaned daily. This complete cleaning shall include, but not be limited to, ceiling, walls, area behind seats, floors, driver area, ancillary equipment, and windows. Seats should be cleaned regularly and marks and stains removed promptly. Seats that are worn, excessively stained, or torn should be replaced.The interior shall be maintained free from any vermin at all times. The Contractor is expressly prohibited from using any vermin control products or application procedure for such project that would be hazardous to the health and well being of the passengers and drivers of such vehicle. The interior passenger compartment of each vehicle shall be free of noxious odors from cleaning product and vermin control products.Any vehicle found by the ATN not in compliance with these cleaning provisions will be removed from service immediately without limiting the Contractor's service obligations. Once all required actions have been completed by the Contractor to correct any deficiencies found within this provision, the ATN must inspect and approve all actions taken prior to the vehicle being eligible for use in scheduled service. C. The Contractor shall remove all graffiti from the vehicle has soon as it is found, or as soon as it is practical at the end of the day or before it goes in service the next day. If the graffiti is offensive or vulgar and cannot be removed, that vehicle shall be taken out of service immediately. No vehicle shall start revenue service with graffiti on any surface of the vehicle. If graffiti is etched or scratched into glass or insert, that glass or insert must be repaired or replaced before the vehicle is placed back into revenue service. Careful painting of the window frames will be allowed if overspray to surrounding surfaces is prevented. SEC. 15GENERAL REPAIRS A. The Contractor shall provide as required all general repairs to vehicles provided under this Agreement. B. The Contractor will be required to obtain original equipment manufacturer(OEM) parts and supplies. No variance will be allowed regarding OEM replacement parts unless written requests are submitted by the Contractor with all relative documentation to the ATN for review, and subsequent written approval forwarded to the Contractor. C. As a result of vehicle repairs, the Contractor shall ensure that all re-assembly tasks are performed in such a manner that the vehicle remains in the OEM configuration as it was received.This includes, but is not limited to, wiring configuration and clamping, power train components, and body assembly. No variation or vehicle system modifications will be allowed without the written authorization from the ATN. D. All accident damage repairs shall be performed by the Contractor. The Contractor must submit to the ATN a written schedule for such repair. In addition, the Contractor shall notify the ATN each time an accident occurs. All vehicle repairs shall be performed by competent repair facilities, which are capable of repairing the vehicle back to its original configuration, appearance, and structural integrity. Failure to comply with this provision will result in the ATN having all required vehicle repairs performed by a company of the ATN's choosing and subsequent invoicing by the ATN to the Contractor for the cost of repair. E. All repair work must be performed by maintenance personnel who have demonstrated experience and skills in the work to be performed. All mechanics must possess a valid and current ASE certification in all relevant categories pertinent to the mechanic's duties, including preventive maintenance inspections, within twelve (12) months of beginning maintenance work on the vehicles. The Contractor's maintenance personnel will have knowledge of and certification in diagnostic procedures, electrical systems, brake systems, and related mechanical parts, methods, and procedures normally used in servicing mechanical equipment for transit vehicles and over the road coaches. The qualifications of technicians must appear on the proposed Vehicle Maintenance Program, and be verifiable to the ATN's satisfaction. The ATN reserves the right to require additional assurance throughout the term of the Agreement that maintenance personnel are properly equipped, trained, and qualified to service, repair, and properly document repairs to the Fleet Vehicles. SEC. 16 RADIO AND SMART COMMUNICATIONS SYSTEM A. The Contractor shall provide and install a radio communications system that will allow for timely and efficient dispatching, coordinating,and responding to necessary service calls. The system may be of the Contractor's choice, but must include the necessary performance elements of the system. Each Fleet Vehicle, as well as each administrative vehicle, shall have a receiver/transmitter installed and operational. In addition, hand- held mobile units shall be provided for all street supervisors,vehicles with temporarily inoperative radios, and other personnel, as needed. B. The radio system is to be used for operational purposes only. No advertising shall be permitted on the radio system. C. Vehicles will not be operated in ART service without a functioning radio in the vehicle. Contractor shall at all times have operating hand-held radios or other communication devices available for distribution to drivers whose vehicle communication systems are inoperative. If a radio fails while in service, the driver shall notify the dispatcher by landline or through another driver, and a hand-held radio shall be dispatched to the driver without delay. SEC. 17 REPORTS A. The Project Manager, in accordance with the established reporting schedule, will prepare data reports to be submitted promptly to the ATN. Electronic access to the reports, i.e. via an email system, is acceptable to the ATN. Contractor shall include a description of any existing and/or proposed computer system configuration and on-line service that could accommodate this reporting electronically. B. The Contractor shall report ridership data for each day of service operation, and shall include total boarding by stop on a trip-by-trip basis for each ART route. Such reports shall be desegregated for each day of service provided and shall be remitted weekly no later than 5:00 p.m. on each Tuesday for the proceeding week. The ATN will provide Contractor with access to the reporting software. C. A monthly Summary Ridership Report which contains daily ridership and other desired operating information by route shall be prepared by the Contractor and submitted to the ATN within ten (10) working days after the end of the month. D. The Contractor shall conduct once a year a 100 percent ride check for each operating route. This ride check shall include total boardings, alightings, and onboard passengers at each stop for each trip operated on a selected day(to be determined by the ATN) All boardings shall be recorded and the total passenger miles for each route shall also be calculated. The ridership resulted shall be provided to the ATN in hard copy and electronic formats. The ATN reserves the right to modify this format. E. A Monthly Service Evaluation Report shall be submitted to the ATN within ten (10) working days after end the end of each month summarizing key service quality measures by route.This report shall be prepared by the Contractor and shall be consistent with the information contained in the operating and maintenance performance reports, which are also required by the ATN. F. Road Call/Missed Trip/Incident Report. 1. A weekly Road Call/Missed Trip/Incident Report shall be transmitted to the ATN. 2. A monthly Summary of Road Calls/Missed Trips/Incident Reports shall be also submitted to the ATN within ten (10) working days after the end of each month, which summarizes the information provided on the daily reports during each month. G. A Monthly Preventive Maintenance (PM) Report shall be submitted to the ATN within ten (10) working days after the end of each month indicating the date and mileage when the last PM was performed for each vehicle, and what type of PM (e.g. "A," "8," LOF, Brake Inspection, HVAC Inspection, etc.) was performed. This report shall match the Contractor's maintenance records and may be audited by the ATN. H. A Daily Pre-Trip Inspection Report shall be completed by an operations supervisor and transmitted via facsimile or email to the ATN at the beginning of service each day. This report ensures an agreement between supervisors and drivers that vehicles have been cleaned and normal safety checks (e.g., lights, tires, wind shield wipers, brake system, glass, body, paint, etc.) have been performed by driver before the start of service. I. The Contractor shall maintain records and provide to the ATN on a daily basis, a Vehicle Defect Report indicating the status of all vehicles, which are placed out of service by the Contractor due to mechanical problems. The report must also include the repairs necessary to return the vehicle into service and the estimated time/date the repairs will be completed. The report shall be updated throughout the service day should subsequent defects be found. The Contractor shall file these Defect Reports chronologically by vehicle number and shall keep all reports on file. J. An accident report shall be transmitted via facsimile or email to the ATN within 24 hours of each accident involving a contracted vehicle. Any major accident involving injuries or significant damage to City vehicles shall be immediately reported (regardless of hour or day)through direct person-to-person contact, by telephone or by facsimile, following written summary of the accident/incident. It is imperative that the Contractor contact the ATN immediately about any major accident/incident. If any service is missed as a result of the accident, a Road Call/Missed Trip/Incident Report must also be completed and submitted to the ATN within 24 hours. K. A passenger Complaint Report shall be completed for each complaint received concerning ART service.. This report shall be completed by the Contractor regardless of whether the complaint (written or oral) was received directly by the Contractor, or was forwarded to the Contractor by the ATN or a third party. A copy of each passenger complaint form shall be submitted to the ATN within 24 hours of receipt by the Contractor. L. Monthly Summary Report of Contractor complaints/commendations shall also be completed by the Contractor and submitted to the ATN within ten (10) working days after the end of each month. M. The Contractor is required to monitor and document the on-time performance of each service vehicle.The Contractor shall require that all drivers immediately report to dispatch each time they fall behind schedule(at a minimum, one-half the headway or ten (10) minutes late, whichever is less).The Contractor shall maintain a log of all such calls including date/time, location, route number, drivers name,and amount of time behind schedule. The ATN will audit this information on a random basis. N. The Contractor is required to provide data consistent with and necessary for the submission of the annual report as required by the Federal Transit Administration's National Transit Database("NTD")Section 5307 Program, as currently constituted and as amended from time to time. EXHIBIT B-1 REQUIREMENTS FOR OPERATION OF FRANCHISED RESORT TRANSPORTATION SERVICES Franchisee's Application and Proposal to amend the Franchise submitted on May 5, 2011, is hereby incorporated herein by the reference as through set forth at length and shall be referred to as Exhibit"A-1"on file in the Office of the City Clerk. Franchisee shall operate its Franchise in conformation with this Franchise Ordinance, Exhibit "A-1" and this Exhibit "B-1" and shall not permit operation of any resort transportation vehicles under its ownership or control, except in accordance with the Exhibit"A-1", this Exhibit "B-1" and the Franchise Ordinance. Where the requirements set forth in this Exhibit "B-1" conflict with the requirements set forth in Exhibit"A-1",this Exhibit"B-1"shall apply. I. Each resort transportation vehicle shall have prominently displayed in the passenger compartment a schedule or rate and charges, the owner's name address and telephone number and the resort transportation identification number. 2. No resort transportation vehicle shall be operated unless the passenger compartment is in a clear and sanitary condition. 3. The name or trade name of the owner must be stenciled or painted upon the outside of each resort vehicle. 4. Drivers of Resort Transportation Vehicles. 4.1. No driver shall operate a resort transportation vehicle for more that ten consecutive hours nor shall any driver operate a resort vehicle without having had, immediately preceding such ten hours or operation, no less than eight consecutive hours time off within the previous sixteen hours during which no resort transportation was operated by such driver. 4.2 Drivers shall be trained to operate on-board fare validation equipment and provide electronic verification of the payment for transit services. 4.3 A driver shall not leave his or her vehicle to solicit passengers. 4.2. All drivers must maintain a current California A or B commercial driver's license with both air brake and passenger endorsements. Medical Examiner's Certificate (DL51), be able to conduct pre-trip and post-trip safety inspections, and complete annual refresher training, safety procedures, and ADA procedures. Franchisee must show proof of participation in the DMV Pull Program. 5. Personnel 5.1. All personnel coming in contact with the passengers shall undergo alcohol and drug testing programs and pre-employment testing. 5.2. Training. All drivers, mechanics, and other personnel dealing with passenger transportation services shall complete customer service training, empathy training, and training on the ADA procedures and requirements. 5.3. Safety. Franchisee shall ensure that its contractors, employees, drivers and other personnel abide by Franchisee's written Safety Program. Franchisee's Safety Program shall, at minimum, comply with the applicable Federal regulations on the Occupational Health and Safety Administration, and any amendments thereto, as well as any other pertinent Federal, state, and/or local safety or environmental laws,codes,rules or regulations. 5.3.1. Franchisee shall ensure that regular and continuous formal safety instruction for all personnel assigned to perform any activities under this Franchise is provided and shall require them to attend regularly scheduled meetings at least four times per year, or more frequently, as may be deemed necessary. 5.4. Appearance. All personnel coming in contact with passengers shall be neatly groomed and outfitted in uniforms,including nametags. 6. Resort Transportation Vehicles. No resort transportation vehicle shall be operated in a manner that violates the terms and conditions of this ordinance granting the Franchise or the representations made and commitments undertaken in the Franchisee's application for its Franchise. 6.I Vehicle Age. All vehicles proposed to be used for passenger transportation service shall be no more than three (3) model years old at the initiation of service into the fleet and may not be in service for more than twelve years. 6.2 Vehicle Appearance and Graffiti. All painted surfaces of passenger transportation vehicles shall be in good condition. Normal wear and tear is acceptable. All surfaces shall be free from graffiti and scratches with no perceived differences in gloss shades of individual colors. 6.3 Maintenance. Preventive Maintenance Program(PM)shall be performed every 3,000 miles or 30 days, but not less than 45 days, whichever occurs first. All maintenance work shall conform, but not be limited to, the requirements of Title 13, Article 6 of the California Motor Vehicle Code. All maintenance work shall be performed by personnel with valid and current ASE certification in all relevant categories pertinent to mechanics duties, including PM inspections, within six (6) months of Franchise award and thereafter throughout the term of the Franchise. 6.4 Cleanliness. Exterior surfaces of each vehicle shall be kept clean of road dust, mud, tar, grime, and graffiti, or any other condition that may affect vehicle exterior appearance. Vehicle exterior must be washed at least every three (3) days and within twenty-four(24) hours of rainfall. All graffiti must be removed as soon as it is found. 6.5 ADA Compliance. Franchisee shall ensure that all vehicles providing passenger transportation service meet the provisions of the Americans with Disabilities Act of 1990, (P.L. 101-336) and Section 504 of the Rehabilitation Act of 1973 (P.L. 93-112)and implemented regulation set forth in 49 C.F.$., Part 37& 38,at the time of the Franchise award. 7. Transportation service shall be available to all event centers located in the City of Anaheim as designated by the City Manager, or his or her designee, including but not limited to, Disneyland, Disney's California Adventure, Downtown Disney and the Anaheim Convention Center 8. Franchisee shall meet event center's operating schedules. At minimum, transportation service shall be operated on a one-half(1/2)hour basis for the duration of the event center's operating hours. Service shall begin a minimum of one-half (1/2) hour before event center opening and finish no earlier than one-half(1/2)hour after event center closing. Operating schedules shall be available and provided to the passengers. 9. Franchisee shall maintain a minimum of 95 percent on-time performance record. 10. Franchisee shall meet peak season and time-of-day transportation service demands up to 10%over historic rider-ship(past 12 months). 11. Franchisee shall establish and maintain a guest passenger complaint resolution process. 12. Franchisee shall operate only clean/altemative fuel vehicles for passenger transportation services with the ability to use non-clean fuel buses only on a contingency basis. Clean fuels may include: Compressed Natural Gas, Liquefied Natural Gas, Fuel Cell, Electricity and Hybrid engines. Vehicles shall display appropriate decals indicating clean fuel type. 13. Franchisee shall obtain access to the clean fuel infrastructure necessary to maintain operation of the vehicles. I4. Franchisee shall provide proof that the proposed passenger transportation service is NOT duplicative in nature to the service(s) already rendered. This proof will demonstrate that traffic congestion will not be increased with the City by operation of this Franchise. 15. Dispatch 15.1 Dispatch shall be available during transportation service operations. 15.2 A two-way communication devise shall be installed and available on all vehicles providing passenger transportation service. 16. Record Keeping. Driver record,maintenance records,accident reports,and other pertinent information related to the operation of passenger transportation services shall be maintained for the length of the franchise award and shall be made available upon request to the City. 17. Annual Reports. Annual reports shall be submitted and shall provide operational data outlined in the Franchise. 18. Stop Locations. An exhibit/map of the proposed transportation service routes and public bus stop location shall be provided by the Franchisee for approval by City Manager, or his or her designee. Proposed use of public stops is not guaranteed and will be approved on a case- by-case basis based on existing usage and potential future impact. 19. Financial Controls. Financial data shall be kept in accordance with accepted general accounting principles. 19.1 Audited financial statements for the past three years shall be maintained for review by the City. 20. Evaluation. Ongoing passenger satisfaction evaluation shall be provided by the Franchisee. Findings shall be provided in the annual reports. 21. Auditing. With reasonable notice, the City may audit necessary records with regard to the service provision. Audit of records may include, but not limited to, personnel records, maintenance records, statistical data, invoices, materials, and other data related to all matters covered by the Franchise. 22. Passenger Safety. All personnel coming in contact with the passenger shall undergo alcohol and drug testing program and pre-employment testing. All statutory references concerning testing shall be in compliance with the Federal Motor Coach Safety of Transportation, Subtitle A-Office of the Secretary of Transportation PSMP 40 (procedures for transportation work place drug testing program) and Subchapter B — Federal Motor Carrier Regulation, PSMP 382 (controlled substances and alcohol use and testing). 23. Insurance. Comprehensive general liability coverage of $25 million per occurrence and general liability of$IO million. 24. Franchisee shall demonstrate ability to sustain and maintain proposed level of service and vehicle capacity to meet demand for transportation services. 25. Franchise shall not become effective unless and until all of the following requirements have been satisfied: 25.1. This Ordinance granting the Franchise is effective. 25.2 Franchisee has provided a timely letter of acceptance as to all the terms and conditions established by the City Council for granting this Franchise within 30 days following the adoption of the Ordinance amending the Franchise. 25.3 Franchisee had provided an up to date complete list of vehicles to be used to perform the services by registration or license plate number and the personnel assigned thereto as of the date of Franchisee's acceptance of this Franchise. 25.4 Franchisee had provided evidence of compliance with the insurance requirements and any other terms and conditions of this Ordinance and any other tem and condition of operation included within the Regulation or imposed by the City Council,the City Manager or the Chief of Police. 26. Should any of the insurance requirements in this Exhibit B be in conflict with any provision in the Ordinance,the more stringent provision shall apply. ANAHEIM TRANSPORTATION NETWORK/ANAHEIM RESORT TRANSPORTATION FRANCHISE APPLICATION Appendix 7: ART 2018 Fare Matrix ii"i Anaheim Resort Transportation 2019 Fare Matrix 41111111111111111111111111 :RING THIS TICKET IN AND RECEIVES 0 OU EAi• HOUSE OF BLBE ' '• —41-- +'4-06+TMai ., ,C U..M4 to S CliM1,,W.MI14,10M -""4 I I I I I 0 1-1 4- - ' '4-21110' ART ART /tRT • 11111111 Fly! _-M�_ DLCZOtt • —Al 16 are eoe l 111111110 f ' MOM O DEC xis DEC 2018 , e.',.\>"31.4. 1 , OCTA Reduced 4 REDUCED Fare!D Card t_ STS 1 DAY FARE PASS j)imegl ncl UNIVHOLLYWART' MIR»H -- ART Questions of Comments Am- IIIIMMXIIIIIi ZelA Contact: n�� Lita Aguilar 714-563-5287 laguilar@atnetwork.org ART CASH FARES FARE CATEGORY LOCAL FIXED ROUTE Regular Adult (Ages 10+) $3.00 Regular Child (Ages 3-9) $1.00 Senior Citizen * $1.00 Disabled ** $1.00 Companion *** $1.00 Personal Care Attendant **** $3.00 * Medicare Card of any other form of government issued identification ** Pre-approved American with Disabilities (ADA) applicants *** A Companion is anyone who travels with a senior and/or a person with disabilities. Prior issued identification required **** A personal care attendant is a person who assists the ADA-eligible person to board, ride and disembark Pre-Paid ART PASSES Only ART Day Passes will be accepted within ART service area FARE TYPE ART 1-Day ART 3-Day ART 5-Day Regular Pass Regular Pass Regular Pass Price $5.50 $14.00 $23.00 Fixed Route Yes Yes _ Yes BRING. HISITICKET IN AND .7"( — RECEIVE 2074b OU MEAL' 1111114. Look for the date y z Seaworld stamped on the back of � .y� the pass � ± :ma-OF BWES� . z:. . 'AR , 4 If pass is illegible, use �' Jspc, :. �� -� UNIVERSAL STUDIOS Tickets BTansportabon at the "READ CARD" .00 .onen .ru.wnr warty.. HOLLYWOOD SouthcrnCalitornlaGraylinc.com NOVSIOr.IvIS.(OW 14.11".v1.wr - .. ".'. .'....•.. . option on the Farebox .4e.e.monnt °^• ART ART Pre-Paid ART PASSES--Continued Only ART Passes will be accepted within ART service area FARE TYPE ART 1-Day ART 3-Day ART 5-Day Regular Child Pass Regular Child Pass Regular Child Pass Price $2.00 $3.00 $5.00 Fixed Route Yes Yes Yes ___ 77 Look for the date _ t '"- d ;;g'Kiliicl; lx:fr,_. 1 stamped on the back of \ +Y"" d q the pass \-I.'4: • ,s--7,„:.,_145. _,,,�► Qum ! 410 'c*o*rr rs. .�. WIMPY If pass is illegible, use ,y,4101 UNIVERSAL STUDIOS Tickets 6Trans ponaton at HOLLYWOOD :SouthemCahfomiaGmyhne.com. �� the "READ CARD" J option on the Farebox ...f.*OM,,..S.a..^a W "RT' r ®If m 101110! IISEImpACTIIIM Pre-Paid ART PASSES--Continued Walt Disney Travel Company Only ART Passes will be accepted within ART service area FARE TYPE ART 5-Day ART 5-Day Regular Pass--Adult Regular Pass--Child Price $23.00 $5.00 Fixed Route Yes Yes AIM Look for the date stamped on the back of the pass - . _. ' Of;negland If pass is illegible, use the "READ • WY. pTta,wrowley �►.rrg„•r.,,,.,.IC,lm„ CARD" option on the Farebox RESORT TRANSPORTATION ..,,,n,.,<�,,.,..o.....,. ART ART 1111.C11YATE RIRSiRnnrt Pre-Paid ART PASSES--Continued GetAway Today Only ART Passes will be accepted within ART service area FARE TYPE ART 3-Day ART 5-Day Regular Pass--Adult Regular Pass--Adult Price $14.00 $23.00 Fixed Route Yes Yes , Look for the date stamped on the back of the pass If pass is illegible, use the "READ ` i 111d� 1o01. `��`t 1odi O.. CARD" option on the Farebox uiwimiwn�nNrt- atn to anon 1111111111111110 Pre-Paid ART PASSES--Continued GetAway Today Only ART Passes will be accepted within ART service area FARE TYPE ART 3-Day ART 5-Day Regular Pass--Child Regular Pass--Child Price $3.00 $5.00 Fixed Route Yes Yes Look for the date stamped on the back of the pass .' 11I7rrTa��` i Vi:1►IVVTu ' ��. , If pass is illegible, use the "READ CARD" option on the Farebox eeetnn anent iav ro Krnen� Pre-Approved ART--Walt Disney Company Silver Pass FARE TYPE Walt Disney Company Silver Pass Fixed Route Yes SII\ II: \1 \IN LNIRANCL p\ \ Pass holder and three (3) passengers Pass holder must be present at boarding Pre-Paid ART PASSES--ART Badge Identification FARE TYPE ATN/TransDev Employee Pass Fixed Route Yes ATN &TransDev Employee's Anaheim Resort Transportation Family members Employee must be present at boarding David Herrera Reduced Fare ART Passes Only ART Day Passes will be accepted within ART service area for senior citizens and individuals with disabilities FARE TYPE ART 1-Day ART 3-Day ART Reduced Fare Pass Reduced Fare Pass Reduced Fare Pass Price $2.00 $5.00 $8.00 Fixed Route Yes Yes Yes Look for the date L stamped on the back of4111 /01"-- 41111*-1 the Pass A r 41k, A , A, If pass is illegible, use REDUCED a_ 1=t, the "READ CARD" 1 DAY FARE PASS _ °� option on the Farebox ART A n®RmILITME ME VIOurnuE oil; rtE iiiiim 1111107.111111111 Reduced Fare OCTA Passes Identification Cards Only ART Day Passes will be accepted within ART service area for senior citizens and individuals with disabilities FARE TYPE OCTA Disabled OCTA Senior OCTA Mobility OCTA ACCESS Reduced Fare Citizen Trainer Reduced Fare ID CARD ID CARD No Fare ID ID CARD Price $1.00 $1.00 $1.00 $1.00 or a valid or a valid or a valid or a valid ART Day Pass ART Day Pass ART Day Pass ART Day Pass Fixed Route Yes Yes Yes MP.1ANI,MOM AM m SENIOR ID'S �1MIM� )' DEC 1.. Look for the date 1. p.,p,,. stamped on ther ja ..a,ao.Mse p 01"II� oec DEC OI DEC 201E .......-.r.. back of the pass ,....—. OCTA Reduced OCTA ACCESS Fare ID Card Reduced Fare If pass is illegible, ID Card use the "READ CARD" option of the Farebox National Indentation Card Only ART Day Passes will be accepted within ART service area for senior citizens and individuals with disabilities FARE TYPE Medicare Disabled DMV Placard Card Card IS Receipt Price $1.00 $1.00 $1.00 or a valid or a valid or a valid ART Day Pass ART Day Pass ART Day Pass Fixed Route Yes Yes Yes i�•cJM, I _— — um SOL.,_ - ll2isa • tow, ahas�s�s�,- =NIA 1 4 P alam TAhr ..,,„.=.... MMU& bet•1 !•/•M =MIMS Medicare DMV Placard Card Receipt National Identification Card --Continued Only ART Day Passes will be accepted within ART service area for senior citizens and individuals with disabilities FARE TYPE Veteran New Veteran Braille ID CARD ID CARD Institute ID CARD Price $1.00 $1.00 $1.00 or a valid or a valid or a valid ART Day Pass ART Day Pass ART Day Pass • Fixed Route Yes Yes Yes Look for the date VA it, :" � wt: Q~t n°"' '•` ,.4 ,: ,: r o`Sy """" stamped on the back of CALIFORNIA NONE --•6.2. ' -•- _ VETERANhe pass ��:. Y SEX Al ""* „ HOT SLEGALLY -0Y s iivu riruAr tuaiu reMI '- BLIND If the pass is illegible, a "� use the "READ CARD” Service Connected )„.•..... " rs�• Braille Institute option on the Farebox Veteran ID Card ID Card ANAHEIM TRANSPORTATION NETWORK/ANAHEIM RESORT TRANSPORTATION FRANCHISE APPLICATION Appendix 8: ART 2018 Bus Wrap Program 8 b 73_,O : ..7 A • v _ I11 kilo • `J , , _ , n ., NAIC. 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'ilAir* ' -,',.,N,..,' •7 4 i . — "..7.4..:-I„ tow,"','%, , ,:,,, ;,, -.11,:.• ,....: • l' I 10. 4,, i7.. Vie 4.1*'.. .t.. .. .'op':. 414 • .o. . i .2.. ••-• ... '} .e. ; t r 4, :-...(1.'t..1''',:.. ,,' • . J I' • '' ;: .i'.•• . .. ....o. \ .•.'1 --'",• -0 ;167' Kt:'. ..' i'-' ',...,'1',%'• ^ )%I.., ..,.. . 1.>‘•. ' \ ,, 1 '' '.•••:. .‘.44,:i..% ; ....,tA. ..... ' i ii, ,•...., 4.VI, le ...., • :)iii ,,- ..e. ..10, , ,,..- • . ...,- . ...,, 0/,'". . • * .2./ ,.. '• ' .` . lo . ...... ' , ,i, t: '. f - • . ' , ----\.. ,.‘",.... ,,, • Lia( •.- k ', ),, .... .„ . • . , . . ':1 ti 1 . .'.. - b. IIIII ' t:•',/,'. . , ,-. I . I I A..) .... _...4 ii.4 kit ligj i . , , _,„....., .... 1)% sok III PI I.rill. .... .. ' . ir "Ni,.1 ."'-'4,4 ,-.. .--":-..• L • tfi ft 1. 1,7 ,. low wt. .. .,.... .. , ..,..,.. , .. , . . . , , . ,.... ... _.... .. I ‘ • . . • 1 9 4• .1PY. • •• f • .1 ii• `, .. .f›, .... ..•• II • • ' • . 'ti• ,‘ • _...-.- 4,VN .. , . , .... la Ns. , "i' ;::: * wo- _ -.-......• I,"‘-; -s • .' . . • i t - .• ga, .1%., , _ o...NI', . ANAHEIM TRANSPORTATION NETWORK/ANAHEIM RESORT TRANSPORTATION FRANCHISE APPLICATION Appendix 9: ART 2018 Scope of Services EXHIBIT"A" SCOPE OF SERVICES 1. INTRODUCTION This Exhibit "A" to the Agreement Regarding Operation of Anaheim Resort transportation Service (the "Agreement") delineates the scope of services to be provided by CONTRACTOR.This Exhibit includes basic service requirements, administrative requirements, and reporting requirements. Unless otherwise stated, all capitalized terms referenced herein shall have the same meaning as described in the Agreement. 2. RESPONSIBLITIES OF CONTRACTOR 2.1. CONTRACTOR shall provide transportation services in accordance with the roles and responsibilities outlined below: a. Demonstrate the capability to have service operational on December 1,2016. b. Provide contracted services described in the RFP and in compliance with ATN's operating policies and all applicable local, county, state and federal laws and regulations. c. Recruit, hire and train all personnel including management,staff and fleet operators, as well as provide on-going management and supervision. d. Prepare and submit all operating data and reports to the applicable parties on time and in the prescribed formats. e. Cooperate with the collection and provision of information required for ATN's National Transit Database (NTD) report. f. Provide and maintain required office equipment, information technology hardware and software (other than what is provided by ATN), and any other equipment deemed necessary to support the operation the service. g. Attend ATN Board and Board Committee meetings relative to project status as needed. h. Conduct staff, safety and training meetings with ATN support staff as needed. Maintain compliance with all local, state and federal rules and regulations including the Americans with Disabilities Act (ADA) (including wheelchair lift/assistance and announcing bus stops). j. Investigate all customer comments received, providing responses within prescribed policies. k. Adhere to ATN'S Lost and Found policies and procedures. (ATTACHMENT 1) 32IPage 2.2. Driving Personnel. CONTRACTOR shall be responsible for the provision of necessary administrative and driving personnel. 2.3. Use of Existing Operators and Staff. Pursuant to State of California Labor Code Section 1070, CONTRACTOR shall agree to retain, for a period of at least 90 days, certain employees. (Employee is defined as any person who works for a CONTRACTOR under this contract.) Employee does not include an executive, administrative, or professional employee exempt from the payment of overtime compensation within the meaning of subdivision (a) of Section 515 or any person who is not an employee as defined under Section 2(3) of the National Labor Relations Act (29 U.S.C. Sec. 152(3) who were employed to perform essentially the same services by the previous CONTRACTOR. 2.4. DriveCam. DriveCam, or a comparable system acceptable to ANT, and related software and upgrades shall be provided by and installed by CONTRACTOR at CONTRACTOR's cost into ATN fleet vehicles. DriveCam, or comparable system capital and ongoing operating costs must be assumed by CONTRACTOR. 2.5. Training. CONTRACTOR shall be responsible for all training functions, including qualifications, re-training, and any and all other responsibilities necessary for the provision of an adequate training program necessary for the provision of transportation services in a manner that is fully consistent with both state and federal law, including without limitation Federal Transit Administration ("FTA") requirements. CONTRACTOR shall maintain and provide ATN access to all personnel training records. CONTRACTOR shall fully cooperate with ATN on the provision of Customer Services and internal electronic equipment training, which is provided by ATN. 2.6. Safety. CONTRACTOR shall maintain a superior training program,as determined by ATN, to meet all state, federal and local laws, regulations and requirements. CONTRACTOR shall maintain all personnel safety records, DMV pull notice system, etc. ATN shall have full access to the safety records. 2.7. Personnel Scheduling. ATN shall provide to CONTRACTOR a weekly ART operating schedule. CONTRACTOR shall schedule adequately trained personnel (fleet operators), as needed for the full,timely and complete provision of transportation services. 2.8. CONTRACTOR shall provide high quality, customer service oriented transit service for the Anaheim Resort. ATN will monitor the service closely to ensure that all contractual responsibilities are met. 2.9. CONTRACTOR shall ensure that Fleet Operators meet the following standards: a. Operators will meet approved appearance standards. b. Operators must be in uniforms approved and provided by ATN whenever they are operating fleet vehicles. c. Each operator must report to CONTRACTOR's Dispatcher before starting his/her shift and at the end of his/her shift, to ensure that all appearance and uniform standards are met. 33IPage d. Each operator will complete training in customer service to ensure high quality passenger service and sensitivity. e. Empathy training for sensitive populations f. Operators will be aware of basic resort features and operating details and shall answer guest questions in a friendly and positive manner. g. Absolutely no smoking will be allowed by operators in fleet vehicles or in close proximity to the vehicle entrance. h. Operators will not solicit tips from any party under any circumstances. 2.10. CONTRACTOR must be available, and /or be able to acquire in a timely fashion, any additional equipment and/or personnel required for its performance under the Agreement. Any proposed modification to the routes/schedules must be furnished to ATN fifteen (15) days prior to the proposed service charge. Route modifications caused by non-recurring events (e.g. freeway accidents) are the responsibility of CONTRACTOR. Route modifications necessitated by recurring events (e.g. street closures) are also the responsibility of CONTRACTOR, but must be approved by ATN. In case of emergency, CONTRACTOR shall respond to modifications to service immediately upon request of ATN. 2.11. CONTRACTOR shall refer all media requests to ATN and shall not provide any information without prior approval by ATN. CONTRACTOR shall not issue a press release or initiate other media contact without first receiving approval from ATN. 2.12. CONTRACTOR shall ensure that all personnel cooperate with any operational procedures pertaining to survey work, including the distribution of survey questionnaires, etc. CONTRACTOR shall cause all Fleet Operators to cooperate and comply with reasonable requests to collect data on passenger counts, and distribute notices, schedules, or other promotional materials to passengers in connection with the services provided. 2.13. CONTRACTOR shall be required to attend all meetings and/or training sessions as required by ATN. CONTRACTOR may be excused from attendance only by prior written consent from ATN. 3. CONTRACTOR STAFF REQUIREMENTS 3.1. CONTRACTOR shall provide the necessary management and administrative personnel whose expertise will ensure efficient operation of contracted fleet services. CONTRACTOR shall assign a dedicated management team to the project. CONTRACTOR shall have management available consistent with the days and hours of operation of the service. 3.2. Key Personnel. The following positions shall be provided by CONTRACTOR and designated as Key Personnel under the terms of this Agreement. CONTRACTOR shall not replace the Key Personnel without the written consent of ATN; said consent shall not to be unreasonably withheld or delayed. CONTRACTOR shall submit a resume to ATN for any proposed replacement candidate and ATN will require an interview of the proposed replacement candidate. 34IPage 3.2.1. General Manager. The General Manager is responsible for the management oversight of the contract operation for the contracted fleet services and its components. The General Manager must have a minimum of 8-10 years of management and supervisory experience in public transportation operations. The General Manager must be fully dedicated to this project and be based out of ATN's Anaheim, CA facility. CONTRACTOR shall not replace the General Manager without the written consent of ATN. CONTRACTOR shall submit a resume to ATN for any proposed replacement candidate and ATN shall require an interview of the proposed replacement candidate. The General Manager shall demonstrate, by decision and action, competency in all aspects of ATN's service types. The General Manager shall manage the operating records for services provided under this contract. 3.2.2. Operations Manager. The Operations Manager shall be responsible for all management and day-to-day operations of service and must maintain consistent and sufficient contact and communications with ATN. The Operations Manager should be assigned to general supervision, investigation and response to customer comments and helping to ensure quality service. The Operations Manager will act as back-up for the project management functions. The Operations Manager must have a minimum of five (5) years supervisory experience in public transportation operations or a related industry. 3.2.3. Safety/Training Manager. CONTRACTOR shall assign a full-time Safety/Training Manager, dedicated to this project to ensure that ATN's safety and training standards are maintained and achieved. This position shall be separate from the General Manager or Operations Manager, and the Safety/Training Manager assigned shall be approved by ATN. The Safety/Training Manager must have a minimum of five (5) years experience with full knowledge and extensive experience in all facets of safety related topics, regulations and responsibilities. 3.3. Vacancy of Key Positions. If during the course of normal employee turnover, any of the above-described positions remain open for a period in excess of 30 calendar days,ATN may deduct from payments due CONTRACTOR the salary and benefits of the position, plus a penalty of$200.00 for each day in which the position remains unfilled beyond the first 30 days. 3.4. Project Staffing—Operations. At a minimum, the following project staff will be provided by CONTRACTOR to ensure the efficient operation of services: 3.4.1. Fleet Operators. CONTRACTOR shall recruit and train a sufficient number of Fleet Operators to provide the services described in this Agreement. Fleet Operators must meet the following qualifications/requirements prior to being allowed to perform in revenue service: a. Possess and maintain a license to operate a fleet vehicle in the State of California with a valid Class B license with an endorsement, Verification of Transit Training (VTT) Certification, as well as, maintain a valid medical certificate and any other licenses or certificates required by applicable federal, state, or local regulations; b. Must be able to speak, understand, write and read English; c. Undergo and pass a drug and alcohol screening at a facility approved by ATN in compliance with federal regulations. 35IPage 3.5. Safety and Training. 3.5.1. Trainers must be provided to conduct classroom, behind the wheel and in- service training and instruction of Fleet Operators and must have a minimum of one (1) year driving experience. 3.5.2. Training responsibilities include, but not limited to: maintain fleet operator training records, conduct quarterly safety meetings, coordinate Department of Motor Vehicle (DMV) Pull Notice Program, coordinate CONTRACTOR'S Drug and Alcohol Program, and participate in accident/incident investigation with Road Supervisors, staff and project management. 3.5.3. Trainers must have a minimum of one (1) year driving experience, possess all fleet operator required credentials and in addition, either a (1) State of California, Department of Education school fleet operator instruction certificate; or (2) Transportation Safety Institute (U.S. Department of Transportation) Transit Trainer's Certificate. Trainers must meet all license and certification requirements to operate a vehicle in revenue service. 4. PROJECTED REVENUE VEHICLE HOURS 4.1. The number of annual Revenue Vehicle Hours (RVH) to be provided under the Agreement is an estimate of the service level required to meet the demand for service described in this Scope of Services; this estimate may be subject to change. This estimate is not to be interpreted as a guarantee that CONTRACTOR will operate the estimated number of RVH for any given year. CONTRACTOR should consider this estimated number as ATN's best estimate and that actual operated RVH for any given year may be higher or lower than the estimate. The estimated RVH are as follows: Contract Year 1: 12/1/16 through 12/31/2017 280,000 Contract Year 2: 1/1/18 through 12/31/2018 260,000 Contract Year 3: 1/1/19 through 12/31/2019 260,000 Option Year 1: 1/1/20 through 12/31/2020 260,000 Option Year 2: 1/1/21 through 12/31/2021 260,000 5. PERSONNEL 5.1. CONTRACTOR shall be solely responsible for maintaining an adequate quality labor force, and for the satisfactory work performance of all employees under reasonable performance standards established by ATN, subject to labor disputes, walkouts, strikes, impasse, and the like beyond CONTRACTOR's control. 5.2. CONTRACTOR shall be solely responsible for payment of all employee's wages and benefits and subcontractor's costs. Without any additional expenses to ATN, CONTRACTOR shall comply with the requirements of employee liability, worker's compensation, employment insurance, and Social Security. 36IPage 5.3. ATN must be notified in writing of new hires or reassignments of key project personnel. CONTRACTOR will provide ATN with the names and other identifying information of all current drivers of CONTRACTOR who have any responsibility regarding ART services. 6. PERSONNEL PERFORMANCE STANDARDS 6.1. Regularly assigned drivers or a fully trained back-up driver must be available and on time to ensure consistent and reliable service. 6.2. All personnel are responsible for knowledge of the service system design, including the routing and stops, fare policy, schedules, access to major destinations, and regional service connectors, ADA requirements as it relates to stop announcements and physically challenged passengers, etc. All personnel must maintain a courteous attitude, answering to the best of their ability any passenger questions regarding the provision of service. Personnel must also report all passenger complaints and operational problems to management staff. 6.3. CONTRACTOR shall describe how the performance of the drivers and managers will be monitored and evaluated. For example, the drivers should be evaluated in terms of courtesy, security, schedule adherence,safe driving records, and ability to efficiently operate electric vehicles. If the Project Manager is responsible for managing these activities, his/her time allocation should be reflected accordingly. 7. STAFFING PLAN 7.1. CONTRACTOR shall develop a written staffing plan that describes in detail the performance and functions of all management personnel and other key personnel. An essential component of this plan should be a list of positions necessary to support the provision of service, including drivers and managers. 7.2. CONTRACTOR shall be responsible for notifying ATN regarding any changes in proposed personnel policies, duties, or hours that deviate from the Proposal. Personnel changes include the following positions: general manager, operations manager, , and training and safety manager,. 8. PROJECT MANAGEMENT 8.1. CONTRACTOR will designate a General Manager to oversee the proper operations of CONTRACTOR'S services. 8.2. The General Manager will provide overall management and will be responsible for all operating facets of the operations. 8.3. On-line supervision shall include, but is not limited to,the following duties: a. Training and scheduling of all regularly assigned personnel. b. Arranging the assignment of quality back-up personnel whenever necessary. 37IPage c. Distribution and collection of operating reports. d. Supervision of all staff to ensure the provision of quality service that meets or exceeds the requirements of this Agreement. 8.4. Operations Manager shall include, but is not limited to, the following: a. Preparation of monthly summaries of operations data on a line by line basis. b. Maintenance of project accounts. 9. FLEET OPERATORS 9.1. Fleet Operators will work a schedule that ensures a consistent and overall high quality of service. 9.2. Operators must have proficient understanding and use of the English language, a valid California Class II or Class B (with appropriate endorsements) Driver's License and Medical Examiner's Certificate,as well as any other licenses required by applicable federal, state, and local regulations. 9.3. CONTRACTOR shall comply with all applicable existing future federal, state, and local regulations concerning drug testing of employees, when applicable.Such programs shall be explained to Fleet Operators. 9.4. Training must place significant emphasis on techniques for dealing with the public in a helpful and courteous manner to achieve the maximum level of customer service; this requirement pertains to regularly assigned and relief Fleet Operators. Due to the critical importance of customer relations training for drivers, CONTRACTOR must provide a detailed description of its driver training program, including customer service and sensitivity training guidelines. 9.5. CONTRACTOR shall conduct pre-employment DMV checks of all personnel including independent CONTRACTOR or subcontracted employees hired for service, and shall check DMV records at least every six (6) months for accidents, vehicle code violations, and valid driver's licenses of its employees whose jobs require them to operate vehicles. This information shall be made available for review by ATN upon request. 9.6. Drivers must be promptly trained and supervised in order to ensure proper energy conservation techniques for electric vehicles are being utilized on a daily basis. 38IPage 10. INFORMATION TECHNOLOGY 10.1. Information Technology, Voice and Data Infrastructure. All ATN-supplied software applications shall remain the property of ATN. ATN shall provide computer hardware and services and applications ATN requires CONTRACTOR to operate. 10.2. Administrative Telephones. CONTRACTOR is responsible for the installation and maintenance of any telephone lines and equipment to support CONTRACTOR'S administrative requirements which are above and beyond that provided by ATN. 10.3. Facsimile Machine. ATN will provide one plain paper facsimile machine. CONTRACTOR is responsible for the installation of additional equipment to support CONTRACTOR'S administrative requirements which are above and beyond that provided by ATN. 10.4. Information Technology Services. ATN will provide and manage resources to effectively and competently operate and maintain its own technology assets. CONTRACTOR is responsible for the installation of additional equipment to support CONTRACTOR'S administrative requirements which are above and beyond that provided by ATN. 10.5. Information Technology Assets Provided by ATN. ATN shall provide the following assets and resources to be operated and managed by CONTRACTOR: a. Cable Plant for LAN Applications. ATN's facility, available for use to host CONTRACTOR'S operation, is wired for local area network applications. b. Server Computer Hardware. ATN shall supply server computer hardware in support of the software applications that are required to be housed locally at the Irvine Sand Canyon facility. c. Uninterruptible Power Supplies. ATN shall supply uninterruptible power supplies in order to protect the servers and networking equipment from electrical surges along with having the backup capacity to allow for graceful shutdowns of servers during the course of a power outage. d. WAN Communications. ATN shall supply and manage WAN communications. e. Future IT Assets. As a practice, ATN provides for annual software and hardware maintenance agreements with the appropriate firms for assets that are deployed during the contract period. f. Other Software Assets. At ATN'S direction, CONTRACTOR shall be required to learn and use additional software applications that shall be maintained and managed by ATN. g. Comments/Compliments/Complaints. Transtrack web-based application is used to record, track and manage customer feedback on Fleet Operators and services. This application shall be delivered to CONTRACTOR. 39IPage h. GFI GENFARE. This application is used to record ridership and revenue data from all electronic fareboxes. This application shall be delivered to CONTRACTOR. On-board Video Surveillance System (VSS). ATN will provide hardware to be utilized for ATN staff to monitor all facilities. ATN will provide all required maintenance to VSS equipment, unless equipment was subject to abuse or misuse by CONTRACTOR. 10.6. CONTRACTOR'S Responsibilities for Information Technology. CONTRACTOR shall be responsible for providing and managing all other IT assets, not provided by ATN, needed to support its obligations under this Agreement. CONTRACTOR shall be responsible for standard IT practices and functions that result in safe, reliable, secure and efficient IT services. 10.7. Computing Security. CONTRACTOR shall employ rigorous security practices to ensure a safe computing environment that protects CONTRACTOR's respective network and IT assets, and ATN's network and IT assets. CONTRACTOR shall not, without ATN approval, remove confidential customer data from the Anaheim facility on portable devices such as laptop computers, zip disks, portable hard drives, or USB thumb drives. CONTRACTOR shall make it a priority to protect the confidentiality of sensitive customer data. 10.8. Standard Business Software. CONTRACTOR shall be responsible for providing all software required for general administrative and business support beyond those provided by ATN to fulfill its obligations under this Agreement. CONTRACTOR shall be responsible for providing the necessary desktop computers to host these additional applications. 10.9. Radio Communications. ATN shall provide voice radio communications equipment, services and maintenance for all assigned revenue vehicles, and hand-held mobile radios for Managers. ATN shall provide maintenance of all ATN-provided equipment with the exception of damages and/or repairs resulting from CONTRACTOR negligence, misuse/abuse or loss. In the case of a repair resulting from the negligence of CONTRACTOR, ATN shall perform the repairs and deduct the cost of the repair from the most current unpaid invoice received from CONTRACTOR. Alternatively, with prior written approval from ATN, CONTRACTOR may be permitted to perform the repairs at their expense. Any repairs so undertaken shall be performed to ATN'S satisfaction. If said repairs are not performed to ATN'S satisfaction, ATN reserves the right to perform the corrective repairs and deduct the cost from the most current unpaid invoice received from CONTRACTOR. Whether to allow CONTRACTOR to self- perform any repair shall be evaluated on a case-by-case basis and only allowed with written advanced approval from ATN. A trouble list shall be sent daily to ATN'S Project Manager or his designee (i.e., ATN'S Senior Maintenance Field Administrator) to schedule necessary radio maintenance and generate a work order. 11. TRAINING REQUIREMENTS 11.1. Fleet Operator Training. CONTRACTOR shall be responsible for all training of Fleet Operators including training on ATN organization, service policies, passenger fares and overview of other ATN services. ATN shall provide CONTRACTOR with ATN's policies and procedures for safety and training. CONTRACTOR shall be responsible for the provision of qualified training staff to conduct behind-the-wheel Fleet Operator training and other training as determined by CONTRACTOR. In addition, CONTRACTOR shall be responsible for providing any vehicles required for Fleet Operator training activities. 40IPage 11.2. Training Standards. CONTRACTOR shall design, schedule and conduct ongoing training procedures that shall train and prepare all Fleet Operators assigned to ATN'S contract in a manner that conforms to all state and local laws and assures ATN'S operational objectives below are met. a. Provide service in a manner which is safe and reliable; b. Provide service which shall maximize customer service; and c. Provide service in a manner that shall maximize productivity. 11.3. The Fleet Operator's training course shall meet the requirements of all appropriate California statutes and consists of each Fleet Operator receiving a minimum of thirty-five (35) hours of instruction,which includes: a. ATN's policies and procedures for fixed route services(Provided by ATN); b. Eight (8) hours of defensive and safe driving; c. Twenty (20) hours of behind-the-wheel training in all types of vehicles to be operated under this contract; d. Americans with Disabilities Act (ADA) training that covers assisting individuals with disabilities, service animals& mobility devices; e. Lift/wheelchair tie down techniques and specific ATN procedures for the transport of passengers with wheelchairs and other mobility devices; f. Operation of radio (voice and data) in accordance with Local, State and Federal regulations; g. Customer service training(Provided by ATN); h. Fare collection and trip classification and counting (Provided by ATN); i. Air brake training; j. Four (4) hours of mandatory refresher training for Fleet Operators with repeated and accumulated minor infractions; and k. Fleet Operator conduct and inappropriate behavior training(Provided by ATN). 11.4. ATN Provided Training. ATN reserves the right to revise CONTRACTOR'S training program(s) in order to comply with Federal, State, or local laws regarding fleet operator certification or level of training requirements. In the event Federal, State, local laws change affecting fleet operator certification or level of training required. CONTRACTOR shall be responsible for adopting any and all changes to their fleet operator training program. 41IPage 11.5. Training Vehicles. ATN can and is willing to provide access to Training Vehicles. If CONTRACTOR desires to provide additional vehicles to meet its training needs, CONTRACTOR shall be responsible for all fueling and maintenance costs. ATN is willing provide fuel and maintenance and bill CONTRACTOR accordingly for services and supplies rendered. 11.6. Blood Borne Pathogens Training. CONTRACTOR shall be required to establish a written Exposure Control Plan designed to eliminate or minimize employee exposure to blood borne pathogens and/or body fluids. All Fleet Operators, Road Supervisors, Vehicle Service Workers and any other employee that may come in contact with blood borne pathogens or bodily fluids will be required to have blood borne pathogen/bodily fluid training prior to starting their jobs. Blood borne pathogen kits will be made available in all Road Supervisor vehicles and safety sensitive areas.The kits shall be purchased and maintained by CONTRACTOR. The contents of the kit must be replaced as they are used or become damaged. 11.7. CONTRACTOR shall provide the following training and safety program that at a minimum consists of: a. A safe driving awards program; b. Monitoring and inspection of Fleet Operators' Motor Vehicle Records at least every twelve (12) months through participation in the California Department of Motor Vehicles Pull Notice Program; and c. Promotion and reinforcement of driving and safety principles by CONTRACTOR management, policies and programs. 11.8. ATN reserves the right to revise CONTRACTOR's training program(s) in order to comply with Federal, State, or local laws regarding fleet operator certification or level of training requirements or to meet ATN's customer service training needs. 11.9. Documentation of Training. CONTRACTOR shall maintain a list of Fleet Operators who have completed the required training program for operation of fleet services described in this Scope of Services. This list shall be updated monthly and provided to ATN (with monthly invoice) as additional active Fleet Operators are trained or removed from service. The list of Fleet Operators shall include, at a minimum,the following: a. Name and badge number b. Hire date c. Date of certification d. Hours of initial training e. CDL license number and expiration f. Medical certificate. 42IPage 11.10. CONTRACTOR must maintain a record of all training completed by each Fleet Operator and must provide a copy of these records upon request of ATN or other compliance agency (i.e. DMV or California Highway Patrol (CHP). 11.11. In the event Federal, State, local laws change affecting fleet operator certification or level of training required, CONTRACTOR shall be responsible for adopting any and all changes to their fleet operator training program. 12. SAFETY PROGRAM 12.1. CONTRACTOR shall at all times abide by CONTRACTOR's established written safety program as described in the Proposal. CONTRACTOR's safety program shall at a minimum comply with applicable federal regulations of the Occupational Health and Safety Administration, and any amendments thereto, as well as any other pertinent federal, state, and/or local safety or environmental laws, codes, rules or regulations. 12.2. CONTRACTOR shall ensure that regular and continuous formal safety instruction for all personnel assigned to perform any activities under this Agreement is provided and shall require them to attend regularly scheduled safety meetings at least four times per year,or more frequently,as required. 12.3. CONTRACTOR shall maintain an incentive and safety program to support ATN's goal of providing a high quality service. ATN supports the use of a safe driving program that includes meetings, incentives, as well as participation in a competition. These programs must be detailed in writing and implemented routinely. 12.4. Accident/Incentive Reporting. CONTRACTOR shall notify ATN's Dispatch or its designee immediately after the occurrence of any of the following accidents/incidents: a. Collisions between a vehicle and another vehicle, person or object; b. Passenger accidents, including falls to passengers who are entering, occupying or exiting the vehicle; c. Inappropriate behavior on-board the vehicle;and d. Disturbances, ejectment, fainting, sickness,deaths or assaults. e. Accidents the driver witnesses; f. Vandalism to the vehicle while in service; g. Passenger complaints of injury or property or other circumstances likely to result in the filing of claims against CONTRACTOR or ATN; and h. Any passenger, driver and service complaint that arises from an accident. 12.5. CONTRACTOR should ensure proper follow up on any accidents or incidents, where appropriate, to ensure that any unresolved safety hazards or liability issues are address. Copies of 43IPage reports prepared for any of the above must go to ATN's Director of Operations and ATN's Safety & Training Manager. If loss of service occurs or a major incident that will likely receive media coverage, CONTRACTOR shall notify ATN's Central Communication dispatcher in addition to ATN's Director of Operations and ATN's Safety&Training Manager. 12.6. In addition to CONTRACTOR'S own safety procedures, CONTRACTOR shall implement and enforce all safety requirements that are standard in the industry and/or required by ATN. CONTRACTOR shall observe all ATN safety work rules, regulations pertaining to sexual harassment, and a drug and alcohol free environment while on property and/or while on duty. 12.7. Due to the level of activities at ATN facilities and the large number of vehicles and employees, yard congestion and safety is a viable concern. In order to avoid personal injuries or property damage,the following procedures shall be followed in order to promote yard safety. a. Maximum yard speed is 10 M.P.H. b. Yield right-of-way to coaches backing out of the shop and parking stalls. c. Sound horn three times and check for clear passage before backing vehicles. d. Follow designated yard directional traffic flow. Do not drive across fleet stalls. e. Always be courteous and professional; never demand the right-of-way to the extent of causing an accident. f. Stop at designated "stop" markings in yard. g. Pedestrian traffic in or out of the vehicle access gates is prohibited. h. All personnel must wear appropriate reflective vest at all times while on property. All new hire personnel and prospective applicants are required to check-in and check- out with ATN front office personnel. 13. AUDIT AND INSPECTION OF RECORDS 13.1. CONTRACTOR agrees that ATN, or any of their duly authorized representatives, shall, for the purpose of audit and examination, be permitted to inspect all work, materials, payrolls, and other data and records with regard to CONTRACTOR's services, and to audit the books, records, and accounts of CONTRACTOR. 13.2. At any time during normal business hours and as often as ATN may deem necessary and after reasonable notice, CONTRACTOR shall make available to ATN for examination, all records relating to CONTRACTOR's services hereunder. ATN shall have the authority to audit, examine, and make excerpts or transcripts from records, including all invoices, materials, payrolls, records of personnel, and other statistical data relating to all matters covered by this Agreement. 44IPage 13.3. ATN reserve the right to dispatch auditors of its choosing to any site where any phase of the services is being conducted, controlled, or advanced in any way. Such sites may include the home office, any branch office, or other locations of CONTRACTOR if such sites or the activities performed thereon have any relationship to the services covered by this Agreement. ATN auditors shall be provided with adequate and appropriate workspace in order to conduct audits and shall be allowed to interview any employee of CONTRACTOR. It is the responsibility of CONTRACTOR to ensure the cooperation of all employees with any procedure pertaining to the audit. 13.4. ATN may elect to authorize representatives of other funding partners to inspect, audit, and analyze the records of CONTRACTOR in performing services, or preparing any proposals for services. 13.5. CONTRACTOR shall maintain records for expenditures incurred directly or indirectly under this Agreement as it relates to the provision of service, start-up costs, or purchase of capital equipment authorized under this Agreement. Documentation shall include, but not be limited to, time cards, driver/dispatch log sheets, , invoices, and any other documents pertinent to the capital and/or start-up expenditures. A record of such expenditures by line item shall be maintained in a file and be made available for examination in accordance with this Agreement. 13.6. Records, in their original form, shall be maintained in accordance with the requirements covered by this Agreement and in support of service provision, start-up, capital expenditure, quarterly, monthly, and daily statistical reports. Such records shall be retained for a period of five (5) years after termination of this Agreement assuming all other pending matters (i.e. audits, litigation, governmental investigations or other actions involving CONTRACTOR records) are closed. ATN may, at its discretion, take possession of and retain said records. 13.7. Records in their original form pertaining to matters covered by this Agreement shall at all times be retained within Orange County unless authorization to remove them is granted in writing by ATN. Upon termination or completion of the Agreement, records may be relocated to CONTRACTOR's Corporate Office for long term storage. ATN shall be granted access to these records upon reasonable notice. 13.8. Results of record inspections may indicate the need for changes and/or modifications. CONTRACTOR shall cooperate with ATN to establish and improve the system and maintain flexibility so 0 that modifications may be implemented quickly. 13.9. ATN must approve all of CONTRACTOR's accounting or administrative procedures used in the planning, controlling, monitoring,and reporting of all fiscal matters relating to audit documents. 13.10. CONTRACTOR shall maintain a system of internal fiscal control in accordance with generally accepted accounting practices. Internal fiscal control comprises the plan of organization and all of the coordinated methods and measures adopted within an organization to safeguard its assets, check the adequacy and the reliability of its accounting data, promote operating efficiency, assure adherence to prescribed management policies, and properly account for income and expenses. 13.11. CONTRACTOR agrees that, should ATN determine that CONTRACTOR's record keeping, reporting techniques, or data collection are inadequate to allow for effective monitoring and evaluation of the program, ATN shall have the right to demand whatever method it deems adequate to correct such deficiencies in matters pertaining to performance under this Agreement. 45IPage 13.12. The Cost to correct insufficient record keeping, reporting techniques, or data collection will be borne by CONTRACTOR. 13.13. Financial reports required to be prepared and submitted by CONTRACTOR to ATN shall be accurate in all respects. Should inaccurate reports be submitted to ATN, ATN may require CONTRACTOR to secure the services of a licensed accounting firm. The cost of such accounting services shall be borne by CONTRACTOR. 13.14. Records shall be maintained in accordance with requirements prescribed by ATN with respect to all matters covered by any subcontract. Such records shall be retained within Orange County for a period of five (5) years, unless authorization to remove them is granted in writing by ATN. 13.15. Expenditures pertaining to subcontractors shall be supported by properly executed documents evidencing in detail the nature of each expense. 13.16. At such time and in such forms as ATN may require,there shall be furnished to ATN such statements, records, reports, data, and information as ATN may request pertaining to matters covered by any subcontract. 13.17. These records shall be made available to the City for copying, audit, and inspection at any time during normal business hours. 13.18. The provisions of this Section 13 are in addition to any other provisions contained in the Agreement regarding the audit and inspection of CONTRACTOR's records. 14. EMPLOYEE STANDARDS AND REQUIREMENTS 14.1. Employee Turnover. ATN recognizes the expense and negative effect of employee turnover. Therefore, CONTRACTOR must demonstrate they have an acceptable recruitment and hiring program that is intended to minimize employee turnover and retain a high quality work force. 14.2. Personnel Policies. CONTRACTOR shall have personnel policies in effect that conform to all state and federal laws including, but not limited to, all regulations concerning Equal Employment Opportunities, FTA Drug and Alcohol Regulations, Compensation, Worker's Compensation, and other regulations as appropriate. 14.3. CONTRACTOR shall maintain at all times a current list of personnel assigned to ATN'S contract and provide ATN with an updated employee list each month and when otherwise requested. 14.4. Weapons. When working under ATN'S contract, employees may not have weapons in their possession or on ATN property or vehicles. 14.5. Use of Electronics/Entertainment Devices. 14.5.1. For the safety of the Fleet Operator and the safety of our passengers, CONTRACTOR shall not allow any operator to use any entertainment device while in service. 46IPage 14.5.2. ATN has a zero tolerance policy for the use of a cell phone while operating a revenue service vehicle, with the exception of verified emergency situations. CONTRACTOR must also adopt a zero tolerance policy and shall describe their procedure for training employees in this policy. 14.6. Alcohol and Illegal Substances. Purchasing or consuming illegal substances or alcoholic beverages while in a company uniform shall not be allowed. It shall be CONTRACTOR'S responsibility to terminate any employee observed doing so. The policies for addressing such incidents should be included in CONTRACTOR'S Drug and Alcohol Policies. CONTRACTOR'S Drug and Alcohol Policies must also comply with FTA Drug and Alcohol Regulations. 14.7. Designated Smoking Areas. ATN promotes and supports a smoke free work environment. There is no smoking allowed in ATN vehicles or anywhere in ATN facilities. ATN has designated smoking areas at the facility. CONTRACTOR staff must observe such restrictions. 14.8. Inappropriate Behavior. ATN has a zero tolerance policy for inappropriate and unsafe behavior. CONTRACTOR'S personnel policies must clearly address how inappropriate and unsafe situations shall be handled. CONTRACTOR must also adopt a zero tolerance policy and shall describe their procedure for training employees in this policy. 14.9. Customer Comments. Any customer comments received directly by CONTRACTOR must be referred to ATN'S Customer Relations staff for proper handling. Should CONTRACTOR receive notification from other than ATN that an employee is allegedly involved in a criminal activity including inappropriate behavior; CONTRACTOR shall notify ATN'S Project Manager immediately. 14.10. Personnel Management. CONTRACTOR'S personnel policies shall include a mechanism for administering required progressive corrective action and discipline to address any occurrence where staff performance does not conform with established ATN and/or CONTRACTOR service standards. ATN retains the right to review and comment on CONTRACTOR'S personnel policies and the list of personnel assigned to ATN'S contract. 14.11. Removal of Employees. 14.11.1. ATN may require that any employee be removed from the project for excessive complaints, preventable accidents, or inappropriate behavior. ATN has a zero tolerance policy with regard to misconduct or inappropriate behavior. If an allegation of this nature is received, CONTRACTOR shall remove the employee from the project immediately pending investigation and resolution of the allegation to ATN'S satisfaction. 14.11.2. Any employee receiving three or more valid customer complaints within a consecutive 90-day period may be subject to a thirty 30) day probation period. During this period, ATN shall evaluate whether the employee is suitable for the project. 14.11.3. ATN shall notify CONTRACTOR, in writing, of any employee determined unsuitable. Within 24 hours of receipt of such notice, CONTRACTOR shall, at its sole discretion, permanently remove the employee from the project or present to ATN a plan for correcting the employee's performance deficiencies. If ATN rejects the plan or the employee's performance 47IPage deficiencies are not corrected to ATN'S satisfaction, CONTRACTOR shall be instructed to immediately remove the employee from the project. 14.12. Dress and Appearance Standard. 14.12.1. ATN shall provide a uniform to be worn by all Fleet Operators when operating a vehicle in ATN service. It is CONTRACTOR'S responsibility to see that Fleet Operator uniforms remain in good repair, and do not appear old or worn out. Uniforms that are not in good repair must be replaced. 14.12.2. Fleet Operators shall be required to follow the grooming and appearance standards established by ATN: Uniforms- Only Company authorized uniforms are permitted while on duty. a. ART Uniform Shirt—Should be clean, neat, pressed and in good repair and not faded b. Shirts must be tucked in at all times. Drivers who wish to wear shirts un-tucked must have shirts professionally cropped c. Dark blue or Black trousers or slacks—Should be clean, neat, pressed and in good repair d. No shorts are permitted e. No sagging or baggy pants f. Black Tie should be clean, neat, pressed and in good repair. g. Black or dark blue belt h. Black leather shoes or boots (polished) i. Black or dark blue socks/hosiery. No ankle socks j. Belt Buckle must be no more than 2 inches wide k. Company issued ID must be worn at all times Personal Hygiene a. Due to working in close proximity with passengers and other ART Operators it is required that Operators use antiperspirant and/or deodorant b. Wear only mildly scented fragrance products. Strong or heavy scented products are prohibited Hair 48IPage a. Hair color is to be natural looking, no extreme colors or styles including bi-level or spiked styles. b. Do not bleach the tips of your hair c. Males: hair is to be cut above the collar and ears and if necessary neatly pulled back. Neatly trimmed mustaches and beards are acceptable d. Hair is to be neatly combed. Confine hair that is below shoulder length so that it does not fall forward over the face. Hair accessories are to be neutral color or a solid color matching the uniform Makeup Makeup should be natural looking and complimentary to the skin tone Fingernails a. Keep fingernails clean, trimmed and presentable b. Fingernails should be kept no longer than"A" past the fingertip. Nail color should be conservative. Don't wear nail polish with the exception of clear polish for manicured nails Contact Lenses a. Colored or tinted contact lenses must be natural looking b. Decorative or unnatural color lenses that are distracting are not permitted Tattoos a. ALL TATTOOS are to be CONCEALED b. ART Operators who have visible tattoos on arms must wear long sleeve shirts c. ART Operators who have visible tattoos on neck, face or other exposed body part(s) must cover all visible tattoos. Sunglasses a. Frames are to be conservative style. No extreme shapes b. Frames should be silver,gold, bronze tortoise shell, black or brown in color c. No mirrored lenses. Wear lenses that are a neutral color — lenses that allow the eye to be seen easily 49IPage d. Eyes/vision is to be unobstructed Jewelry a. Jewelry is to be kept to a minimum b. Necklaces, bracelets and ankle bracelets are not permitted c. Only one ring per hand (with the exception of wedding sets). No thumb rings d. Wear earrings that are a simple matched pair. Hoop and/or dangle earrings are not permitted.Only one earring is to be worn in each ear e. Body piercings are not permitted (except one pair of earring). No plugs or bandages to cover piercings Shoes a. Only specified uniforms shoes are permitted b. Black or dark blue sock/Hosiery only Cell Phones Personal cell phones are to be off and concealed from sight at all times. Company issued cell phones are permitted when there is a business need. Cell phones cannot be used while on duty 14.13. Operator Tools. ATN provides all necessary operating equipment to the Operators. Operator equipment shall include manifests(trip sheets), clipboards and pencils/pens. Operators are required to take good care of equipment CONTRACTOR is required to provide Operators with an operable and accurate time piece. 14.14. The following items must be in the Operator's possession while operating an ATN fleet vehicle: a. Valid Commercial Operator License b. Passenger transport endorsement c. Valid Verification of Transit Training (VTT)certificate d. Valid medical certificate e. ATN system map f. Risk Management Report Kit g. Completed Daily Vehicle Inspection Report(DVIR) 50IPage h. Detour information (as required) Riders'Alerts(as required) j. Accurate time piece k. ID Badge 15. FLEET VEHICLES-GENERAL REQUIREMENTS 15.1. The fleet vehicles shall not be used on any other service other than that specified by this Agreement without specific written authority from ATN. 15.2. It is ATN's intention to operate the electric vehicles as Anaheim Resort transportation vehicles. Should ATN decide to deploy electric buses in its operations, at a future date, the CONTRACTOR shall fully cooperate with the ATN to facilitate full deployment, implementation, staff training, reporting, and operations. 15.3. Only ATN approved exterior advertising is permitted on fleet vehicles. The exterior appearance of the vehicles will be coordinated by ATN. In no event shall CONTRACTOR be required by obligations to third parties to affix such advertising as would place CONTRACTOR in default of this Agreement. 15.4. At the end of each day, CONTRACTOR shall return to ATN all fleet vehicles and other equipment to ATN premises. 16. REPORTS 16.1. The Operations Manager, in accordance with the established reporting schedule, will prepare data reports to be submitted promptly to ATN. Electronic access to the reports, i.e. via an email system, is acceptable to ATN. 16.2. A Monthly Service Evaluation Report shall be submitted to ATN within ten (10) working days after end the end of each month summarizing key service quality measures. This report shall be prepared by CONTRACTOR and shall be consistent with the information contained in other operating reports,which are also required by ATN. 16.3. Missed Trip/Incident Report. 16.3.1. A weekly Missed Trip/Incident Report shall be transmitted to ATN. 16.3.2. A monthly Summary of Missed Trips/Incident Reports shall be also submitted to ATN within ten (10) working days after the end of each month, which summarizes the information provided on the daily reports during each month. 16.4. A Daily Pre-Trip Inspection shall be completed by an operations supervisor and transmitted to ATN at the beginning of service each day. This report ensures an agreement between 51 ( P a g e supervisors and drivers that vehicles have been cleaned and checked for normal safety items (e.g., lights, tires, wind shield wipers, brake system,glass, body, paint, etc.). 16.5. An accident report shall be transmitted to ATN within 24 hours of each accident involving a contracted vehicle. Any major accident involving injuries or significant damage to vehicles shall be immediately reported (regardless of hour or day) through direct person-to-person contact, by telephone or by facsimile, following written summary of the accident/incident. It is imperative that CONTRACTOR contact ATN immediately about any major accident/incident. If any service is missed as a result of the accident, a Missed Trip/Incident Report must also be completed and submitted to ATN within 24 hours. 16.6. A passenger Complaint Report shall be completed for each complaint received concerning ART services. This report shall be completed by CONTRACTOR regardless of whether the complaint (written or oral)was received directly by CONTRACTOR,or was forwarded to CONTRACTOR by ATN or a third party. A copy of each passenger complaint form shall be submitted to ATN within 24 hours of receipt by CONTRACTOR. CONTRACTOR is required to monitor and document the on-time performance of each service vehicle. CONTRACTOR shall require that all drivers immediately report to dispatch each time they fall behind schedule (at a minimum, one-half the headway or ten (10) minutes late, whichever is less). 16.7. CONTRACTOR is required to provide data consistent with and necessary for the submission of the annual report as required by the Federal Transit Administration's National Transit Database ("NTD")Section 5307 Program, as currently constituted and as amended from time to time. 17. DESCRIPTION OF SERVICES AND SERVICE AREA 17.1. ART services will be composed of a series of routes that allow riders to circulate throughout the designated ART services area. All participating business establishments in the Anaheim Resort must be accessible via one of the ART routes. ATN shall have final authority to set routes and stops for the ART services. ATN shall authorize all routes and stops in writing. CONTRACTOR shall not issue, publish, or release in any way route maps or stop locations that have not been authorized by ATN. 17.2. ATN will provide to CONTRACTOR a level of service in the form of monthly work orders ("Level of Service") that are designed to meet the ridership needs identified by ATN from month to month. ATN shall have final authority to establish the Level of Service for the ART services. CONTRACTOR shall not issue, publish or release in any way Level of Service standards that have not been authorized by ATN. 17.3. CONTRACTOR will work with ATN to the extent changes are needed in routes, stops, or the level of service. 17.4. ATN's Anaheim Resort Transportation (ART) service is provided 365 days per year in geographic areas of the City of Anaheim known as The Anaheim Resorts and the Platinum Triangle'"', as well as in certain areas of the cities of Santa Ana, Orange, Garden Grove and Buena Park. The service areas are depicted on the map located at Exhibit 1. Typical operations are scheduled based on the operating hours for the destinations service by ART such as: 52IPage Disneyland° Resort Knott's Berry Farm Anaheim Convention Center MainPlace Mall Anaheim Stadium The Outlets at Orange Honda Center Lodging Establishments(a total of 65) The Shops at GardenWalk City of Anaheim Metrolink Commuter Rail Stations 17.5. Future service expansions for ART services to the City of Huntington Beach are anticipated in early 2014. Anticipated RVH hours provided above include potential additional RVH for these services. Current ART services are comprised of three (3) specific, yet, related operating service delivery methods described below. Anaheim Resort Transportation—Core Service—Routes 1 —12 ART Core Services, Routes 1 through 12, operate 365 days per year on a fixed route system on a 20-minute headway schedule. One fleet vehicle is assigned to each route for operation from approximately 7 a.m. till 12 midnight. To meet fluctuation in demand for service, special events and other external functions, ATN assigns anywhere from two (2) to seven (7) floater fleet vehicles to assist with operations. Anaheim Resort Transportation—Fixed Route—Routes 14—19 ART's traditional fixed route service is represented by Routes 14 through 19. Fixed routes are operated 365 days per year on a fixed operating schedule, not headway schedule. Route 17 operates Monday through Friday, excluding holidays. Operating schedules are developed by ATN and may be adjusted every six(6) months, in consultation with CONTRACTOR. Anaheim Resort Transportation—Downtown Circulator—Route 20 Route 20,or Downtown Circulator, is provided by ATN to connect Anaheim Resort area's parking locations with the primary destinations of The Anaheim Resort'TM. This service is provided 365 days per year and operations are continuous on a pre-designated route and schedule is based on the operating hours of The Disneyland° Resort District. ATN's fixed route system provides service on a set schedule with designated stops. These routes may have smaller passenger loads and utilize smaller vehicles. Some routes operate in areas that cannot be served with full-size transit coaches and others may operate seasonally. ATN routes operate 365 days, with hours of operation from approximately 7:00 a.m. and 12:00 a.m. Service changes shall occur two (2) times a year, in March and October. If CONTRACTOR elects to conduct operator's bids, they shall concur with ATN changes unless otherwise authorized by ATN. Route schedules are developed and distributed by ATN. ATN shall provide CONTRACTOR with schedules and headways for each route, showing all trips, time points, stops, layovers, total scheduled revenue miles and hours, and total layover hours. New paddles and route summary information shall be distributed each time there is a service change. Route of line sheets (ROLS) or turn-by-turn directions are distributed when there is a change in routing, deadheading instructions, or general information. CONTRACTOR may make recommendations on run cutting and look for opportunities to interline and 531Page provide other scheduling support as necessary to ensure efficient fleet utilization with minimum deadhead movement. ATN shall provide public schedules, and route maps at each service change. 17.6. Service Levels. The number of annual RVHs on December 1, 2016, will be approximately 130,000. During the first year of the contract, ATN is planning to add route assignments and RVH during the regularly scheduled service changes. Service for all routes will be scheduled by ATN and provided to CONTRACTOR for operation.Three months of actual operating data for all ART routes are attached. 18. FARES 18.1 ATN shall determine and set all fares. CONTRACTOR shall enforce ATN'S fare policies and ensure that fares recorded are consistent with ATN'S policy as documented in ATN'S fare matrix. ATN staff shall provide at least a thirty (30) day notice of any change to ATN'S fare policy and will coordinate such changes with CONTRACTOR. Fares for Service One-way Cash Fare—Each boarding $3.00 One-way Cash Fare -- Each boarding Seniors(65&over) and persons with $1.00 disabilities One-way Cash Fare -- Each boarding Children 3-9 $1.00 One-way Cash Fare -- Each boarding Children 3 and under Free 1-Day Pass- Unlimited use on all local routes (Until 02:59 A.M.) $5.00 3-Day Pass- Unlimited use on all local routes (Until 02:59 A.M.) $12.00 5-Day Pass- Unlimited use on all local routes (Until 02:59 A.M.) $20.00 Metrolink Ticket Free 18.2. Fare Procedures. ATN shall provide CONTRACTOR with GFI fareboxes for all revenue service vehicles. CONTRACTOR shall not put any fleet vehicle into service or provide service without an operational GFI Farebox. ATN shall maintain these fareboxes throughout the term of the Agreement including preventive maintenance and all repairs. 18.3 CONTRACTOR shall follow all fare collection procedures of ATN. ATN shall be responsible for providing fare collection training to all CONTRACTOR's staff. CONTRACTOR shall enforce all ATN's Fare Collection practices and procedures. 18.4 CONTRACTOR shall provide: a. Monitor Fleet Operators to ensure that they follow ATN procedures 54IPage b. Use tripsheets provided by ATN weekly if, and only if, a GFI farebox is experiencing difficulties or becomes non-functional 18.5 CONTRACTOR shall provide access to its personnel by ATN's training staff for training all Operators on proper GFI farebox usage and maintaining the unclassified revenue percentage to ATN's standards.All cash fares shall be deposited into GFI farebox and will be collected by ATN staff. 19. MONTHLY DATA COLLECTION AND REPORTING 19.1. CONTRACTOR must develop and implement tools and data reconciliation policies and processes that will assure integrity of the reporting data. 19.2. CONTRACTOR shall prepare and submit daily and monthly operating reports as indicated below. Monthly operating reports are to be submitted to ATN, with the monthly service invoice(s)on or before the 10th business day of the following month, by 16:59 pm Failure to submit reports as required by ATN shall result in liquidated damages of$100 per day per report. 19.3. Monthly Run Level Detail Report and Service Summary. The Run Level Detail Report is to document daily, by run, the service date, run number, employee ID number, employee first name, employee last name, vehicle number, driver name, run pull out time, run pull out odometer, run start time, run start odometer reading, lunch start time, lunch end time, end of run time, end of run odometer, run pull in time, run pull in odometer, total hours, total miles, revenue vehicle hours, total deadhead hours and vehicle miles and missed service. • 19.4. National Transit Data (NTD) Base Reporting. The Federal Transit Administration requires public transit fleet operators to annually report specified operating, performance and vehicle data as a condition of receipt of federal funding. CONTRACTOR will be required to assist ATN in the collection and development of the required NTD base reports. It is the intent of ATN to provide 100%reporting. 19.5. Employee Data. CONTRACTOR must provide a monthly summary (count) of employees by position and status (full-time/part time). 19.6. Safety and Security Reports. CONTRACTOR must report all safety and security related incidents as required by FTA on a monthly basis. 19.7. Monthly Accident Summary. CONTRACTOR shall submit a summary of all accidents and incidents that occurred during the month on an Accident and Incident Log. ATN uses TransTrack database system. CONTRACTOR shall be provided with access to the database and shall be responsible for all required ATN reporting functions. 20. INSPECTIONS 20.1. All work to be performed by CONTRACTOR hereunder (which shall include all services performed, material furnished or utilized in the performance of services) shall be subject to inspection and review by ATN to the extent practicable at all times and places during the term of this Agreement. All inspections by ATN shall be made in such a manner as to not unduly delay that work. ATN shall have the right to enter any area of the Facility used by CONTRACTOR for the purpose of inspecting and auditing all data and records which pertain to CONTRACTOR's work. 55IPage I 20.2. If any CONTRACTOR work is not performed in conformity with the requirements of this Agreement, ATN shall have the right to require CONTRACTOR to perform that work again in conformity with such requirements at no increase in the total due under the Agreement. When the work is of such a nature that the defect cannot be corrected by re-performing that work, ATN shall have the right to: (1) require CONTRACTOR to immediately take all necessary steps to ensure future performance in conformity with the requirements of the Agreement; and (2) reduce the compensation level to CONTRACTOR to reflect the reduced value of the work performed. In the event CONTRACTOR fails to promptly perform again or take necessary steps to ensure future performance in conformity with the requirements of this Agreement, ATN shall have the right to have the work performed by a third party and charge CONTRACTOR (by offset or otherwise) for any and all costs or expenses incurred by ATN that are directly related to the performance of such work, or terminate the Agreement as provided in Section 21. 20.3. Red Tagged Vehicles. If, in the opinion of ATN, the vehicle does not meet ATN safety standards, it may be "red tagged." A vehicle that has been "red tagged"shall not go into service. 20.4. Daily Pre-Op Inspection, Defect Report Cards. Each Operator shall inspect vehicles daily before pulling out of the yard in accordance with state requirements. If there are any defects, the Operator must enter the defects on a Defect Report Card (or some similar CONTRACTOR provided document) as required by the California Vehicle Code. If there are no defects, the Operator must sign and date the Defect Report Card prior to leaving the yard. Defect Report Cards shall remain with the vehicle for the duration of the day and shall be replaced on a daily basis. Vehicles with Defect Report Cards showing defects must be inspected and appropriate action taken on items noted on the card before vehicle returns to revenue service. 20.5. CHP Terminal Inspections. Every 12 months, a portion of the fleet shall be randomly selected by the California Highway Patrol (CHP) for inspection as part of their annual terminal inspection.ATN will be responsible for all repairs made in preparation for the inspection as well as those identified by the CHP inspection. ATN shall ensure that vehicles used in the service of this Agreement meet all applicable State and Federal safety requirements. CONTRACTOR shall be responsible for the preparation of personnel files, Coach Operator records and logbooks that may be requested during the inspection. In the event CONTRACTOR'S records are found in an unsatisfactory condition by the CHP, ATN will impose liquidated damages as follows: 1st unsatisfactory CHP finding $5,000 2nd unsatisfactory CHP finding $10,000 3rd unsatisfactory CHP finding Termination of agreement for cause 21. OPERATING PERFORMANCE PENALTIES 21.1. During the term of this Agreement, ATN may, at its discretion, adjust standards, incentives and penalties to ensure and encourage increased efficiency and improved performance of services. 21.2. ATN shall have the right to monitor the services provided by CONTRACTOR in order to assess CONTRACTOR's performance in delivering its services hereunder. The monitoring activities shall 56IPage include, but not be limited to, a review and analysis of fleet vehicle cleanliness, completed vehicle trips, on-time submission of reports, and driver safe operations of each vehicle. 21.3. Assessment of Penalties. Before assessing penalties, ATN shall use the following procedure: a. ATN shall notify the CONTRACTOR of its intent to assess a penalty or incentive in writing within thirty (30) days of occurrence. No penalty may be assessed if timely written notice is not given to CONTRACTOR. b. The CONTRACTOR shall be given an opportunity to demonstrate that it could not reasonably have prevented the failure. Failures caused by actions of ATN staff, natural disasters, or extreme and unusual weather or traffic conditions shall be considered not preventable. Any such claim must be supported by adequate documentation provided by the CONTRACTOR. If ATN determines that the failure was not preventable, then the penalty shall be waived. c. ATN'S decision to waive the assessment of any penalty shall in no way affect ATN'S right or intent to assess a penalty for a similar failure in the future and shall in no way affect the CONTRACTOR's obligation to meet the associated performance standard. Continued non-performance by the CONTRACTOR and/or serious violation of service standards may result in assessment of penalties up to and including termination of contract. Penalties and liquidated damages are provided in Table 1. 21.4. Notwithstanding the above, the parties agree that no penalties will be assessed for the first one hundred twenty (120) days of this Agreement in Table 1 Penalties and Liquidated Damages. Furthermore, the parties agree that no penalties for "Failure to have adequate personnel available for service 15 minutes prior to service commencement" and "Missed Trips" as found in Table 1 Penalties and Liquidated Damages shall be assessed for such period of time that the driver starting wage is below $15.00 per hour. In the event the starting wage increases to $15.00 per hour at any time during the term of this Agreement, ATN may then start assessing the penalty for "Failure to have adequate personnel available for service 15 minutes prior to service commencement" and "Missed Trips"as found in Table 1 Penalties and Liquidated Damages ninety calendar (90) days after the driver starting wage increases to$15.00 per hour. 21.5. All performance penalties assessed against CONTRACTOR will be deducted (offset) from the monthly payment due CONTRACTOR. That deduction or offset will normally be applied by ATN no later than 90 days following the month in which the performance penalty relates,although there may be occasions where additional time is reasonably needed such as where the circumstances giving rise to the performance penalty are not known to ATN.CONTRACTOR shall receive written notice of ATN's intent to assess performance penalties and will be provided an opportunity to present a written response thereto within (ten) days after receipt of written notice. Circumstances beyond the control of CONTRACTOR, causing CONTRACTOR to fail to comply with any stated performance requirement, will be considered as just cause and may result in no performance penalties. 22. MAINTENANCE PERFORMANCE RESPONSIBILITIES 57IPage 22.1. ATN shall maintain all responsibility of a comprehensive maintenance program for all ATN owned vehicles. ATN shall provide all fuel for its compressed natural gas (CNG), liquefied propane gas (LPG) and liquefied natural gas (LNG) revenue vehicles assigned for operation under this contract. Should ATN deploy any other fuel types to its fleet, ATN shall be responsible for fuel provision. CONTRACTOR should be aware of fuel usage and other factors and shall exercise restraint and efficiency in all fuel operations and consumption. 22.2. Non-Revenue Vehicles. ATN shall provide an adequate number of non-revenue vehicles for CONTRACTOR's personnel. ATN shall perform maintenance and supply fuel for all non-revenue vehicles at no cost to CONTRACTOR. 22.3. Accident Repairs. Damaged vehicles due to accidents shall be promptly reported. All repairs will be done by ATN and billed against CONTRACTOR. Consistent with ATN'S standards, vehicles with body damage other than minor scratches shall not be released for operation until repairs have been completed. 22.4. Vehicle Communication and Fare Collection Equipment. ATN shall maintain all internal electronic,fare collection,voice annunciation,GPS/AVL and radio equipment. 22.5. CONTRACTOR shall be responsible for any damage caused by Operator negligence of any internal equipment. CONTRACTOR is responsible for operating equipment in a safe and proper manner. In the case of a repair resulting from Operator Negligence, ATN shall perform the repairs and deduct the cost of the repair from the most current unpaid invoice received from CONTRACTOR. Alternatively, with prior written approval from ATN, CONTRACTOR may be permitted to perform the repairs at their expense. Any repairs so undertaken shall be performed to ATN'S satisfaction. If said repairs are not performed to ATN'S satisfaction, ATN reserves the right to perform the corrective repairs and deduct the cost from the most current unpaid invoice received from CONTRACTOR. Whether to allow CONTRACTOR to self- perform any repair shall be evaluated on a case-by-case basis and only allowed with written advanced approval from ATN. Documentation in the form of a repair orders shall be generated for all maintenance and repairs performed. Repairs orders shall be maintained in the vehicle history file and made readily available if necessary. 22.6. Video Surveillance System (VSS). CONTRACTOR shall be responsible for the maintenance of the vehicle's on-board Video Surveillance System, such as DriveCam, or a compatible system. ATN may, if requested by the CONRACTOR, maintain said equipment and bill CONTRACTOR for rendered maintenance services. 22.7. Fueling. The vehicles assigned for operation under this Agreement will be supplied with fuel and fueled by ATN. From time to time, CONTRACTOR's personnel maybe required to fuel vehicles. ATN will provide training shall CONTRACTOR need to perform this function 22.8. Engine Idling. ATN vehicles shall not idle for more than five minutes maximum to comply with State regulations. Unnecessary idling causes excess fuel consumption, shortened engine life and contributes to air pollution. Engines may be operated to supply heat or air conditioning necessary for passenger comfort and safety, in which case idling up to a maximum of 30 minutes is allowed. CONTRACTOR is responsible for all fines for violating State or County engine idling regulations. 58IPage 22.9. Road Calls. In the event of a vehicle failure while in service, CONTRACTOR shall immediately contact ATN's dispatcher on duty to make arrangements to replace the failed vehicle to ensure the continuation of service. CONTRACTOR shall develop a plan that results in minimal service disruption to ensure service and on-time performance. The failed vehicle will be removed from the breakdown area by ATN. The Road Call Report or similar document shall be used and recorded in ATN TransTrack database. 22.10. Parking Facilities. The facility is designed to provide 40 employee parking stalls including designated handicap and carpooling stalls. Fleet parking will accommodate 44 revenue service vehicles. CONTRACTOR shall ensure that its personnel keeps parking areas shall be free of debris and trash. Trash receptacles shall be provided in selected areas to provide drivers a means to dispose of trash from ATN and their personal vehicles. Because of space constraints, it is CONTRACTOR's responsibility to limit the employee parking space assignments, encourage rideshare arrangements, and to discourage long term parking. Vehicles parked for over two weeks without written approval shall be subject to towing and vehicle owner shall be responsible for all cost. 23. TRANSITION TO SUBSEQUENT CONTRACTOR 23.1. CONTRACTOR must cooperatively participate in the transition of this service to a new CONTRACTOR if necessary. No less than sixty (60) days prior to a new CONTRACTOR starting, participation is necessary in meetings, transfer of records, access to property, access to equipment and other areas as deemed necessary by ATN'S contract administrator. 23.2. A transition period is defined as the sixty to ninety (60-90) day period prior to the expiration or termination of this Agreement. CONTRACTOR shall participate in the smooth transition of service to a new provider in such a manner as to ensure the transition results in minimum service disruption to the ART services. 23.3. During the transition phase,ATN staff shall conduct several meetings with CONTRACTOR and the new provider to discuss specific project, records and vehicle transition events and the period in which they must occur. As requested by ATN, CONTRACTOR must make pertinent records accessible to both ATN and new provider within three (3) days of ATN's request. 23.4. ATN-owned property and facilities shall be subject to a transition inspection and acceptance upon transition to a new provider. 59IPage TABLE 1 PENALTIES&LIQUIDATED DAMAGES Category Standard Penalty Comment On Time Performance Depart from time points $1,000 for each full OTP will be measured (OTP) between zero minutes percentage point below utilizing report early and 5 minutes late 95%on time information generated 95%of the time from ATN's AVL system Valid Complaints No more than one(1) $200 for each valid Calculated as monthly valid complaint per four complaint over one per passengers x 0.00025= (4)thousand passengers four(4)thousand allowed v. comments each month(as reported passengers before penalty on the Monthly Customer Feedback of ATN's TransTrack Reporting System) Accident Every accident $1,000 per accident not Penalty is calculated timely reported monthly Accident Report Report within 24 hours by $5,000 per accident not Penalty is calculated verbal&written timely reported monthly reporting Key Positions Contractor shall fill all Key Deduct salary and Penalty is calculated Positions as defined benefits plus$200 per monthly within the Scope of Work day,plus benefits,for each position unfilled beyond 30 days _ Terminal Inspections Meet CHP requirements $25,000 for each Based on the annual or occurrence of failing a any interim CHP Terminal terminal inspection, Inspection "unsatisfactory"(U rating) Reports Contractor shall submit $100 per day for each Penalty is calculated reports on time,as late report monthly outlined within the RFP Vehicle Damage ATN-owned equipment Cost of repairs Cost of repairs is shall be free of accident calculated at time of or other damage incident Missed Trip No scheduled trips are to $500 per occurrence Penalty is calculated be missed monthly Unsafe Operation of a $1,000 per vehicle Penalty is calculated vehicle monthly Report of Discourteous or $200 per occurrence Penalty is calculated Rude Driver Behavior monthly Failure to Comply with Every incident $1,000 per occurrence Penalty is calculated Federal and/or State monthly Disability Laws Failure to have adequate $200 per occurrence Penalty is calculated personnel available for monthly service 15 minutes prior to service commencement 60 ) Page ANAHEIM TRANSPORTATION NETWORK/ANAHEIM RESORT TRANSPORTATION FRANCHISE APPLICATION Appendix 10: ART 2018 Appearance Standards Dress Code and Appearance Policy A. Dress Code and Appearance Policy-When you have a neat appearance and appropriate attire you become a role model for your fellow employees and you convey an attitude of excellence that has become synonymous with our Contract image.The following dress code is not an arbitrary standard chosen for convenience. It is a contractual obligation between the Anaheim Transportation Network and MV Transportation.You must adhere to this dress code when operating the ART Service as well as Compliance under MV Transportation Employee Handbook, p. 36,"Personal Appearance". Issued July 2009. a. Uniforms-Only Company authorized uniforms are permitted while on duty. i. ART Uniform Shirt—Should be clean, neat, pressed and in good repair. ii. ART Tie—Should be clean, neat, pressed and in good reapair. iii. Navy blue or black trousers or slacks—Should be clean, neat, pressed and in good repair. iv. Black or Navy blue belt v. Black leather shoes or boots (polished) vi. Black of Navy blue socks/hosiery vii. Name Tag:Are to be visible at ALL times and worn in the upper left area of the torso. b. Personal Hygiene i. Antiperspirant and/or deodorant is to be used daily. ii. Wear only mildly scented fragrance products. Strong or heavy scented products are prohibited. c. Hair i. Hair color is to be natural looking, no extreme colors or styles including bi-level or spiked styles. ii. Males: hair is to be cut above the collar and ears,faded evenly with appropriate sideburns(no muttonchops). Neatly trimmed mustaches and beards are acceptable. iii. Females: Hair is to be neatly combed. Confine hair that is below shoulder length so that it does not fall forward over the face or nametag. Hair accessories are to be neutral color or a solid color matching the uniform. d. Makeup i. Makeup should be natural looking and complimentary to the skin tone. e. Fingernails i. Keep fingernails clean,timed and presentable. ii. Females: Fingernails should be kept no long than'A" past he fingertip. Nail color should be conservative. Males:fingernails should not extend past the tip of the finger. Don't wear nail polish with the exception of clear polish for manicured nails. f. Contact Lenses i. Colored or tinted contact lenses must be natural looking. ii. Decorative or unnatural color lenses that are distracting are not permitted. g. Tattoos i. ALL TATTOOS are to be CONCEALED. h. Sunglasses i. Frames are to be conservative style. No extreme shapes. ii. No mirrored lenses. Wear lenses that are a neutral color—lenses that allow the eye to be seen easily. iii. Eyes/vision is to be unobstructed. i. Jewelry i. Jewelry is to be kept to a minimum. ii. Necklaces, bracelets and ankle bracelets are not permitted. iii. Only one ring per hand (with the exception of wedding sets). No thumb rings. iv. Females: Wear earrings that are a simple matched pair. Hoop and/or dangle earrings are not permitted. Only one earring is to be worn in each ear. v. Males: earring are not permitted vi. Body piercings are not permitted (except one pair of earring on females). No plugs or bandages to cover piercings. j. Shoes i. Only specified uniforms shoes are permitted. ii. Black or navy blue sock/Hosiery only. k. Personal Cell Phones i. Personal cell phones are not permitted without prior management approval. Upon approval they should be concealed from sight and on silent mode. ii. Company issued cell phones are permitted when there is a business need. Never use the cell while driving. iii. Compliance under MV Transportation, Employee Handbook, p. 44, "Use of Personal Cell Phones and other Electronic Devices". Issued July 2009 I. Timepiece i. It is required that all personnel wear a discreet timepiece. m. Inspections i. All personnel will be inspected daily for policy compliance. Non-compliance to the policy may result in the contractor asking the transportation provider to remove the Operator from service. B. Compliance under the policy is not just about wearing the proper uniform it is also about looking professional and coming in well rested and alert ready to go to work. Compliance under MV Transportation Employee Handbook, p. 44, "Preparedness for Work and Alertness Management." Issued July 2009. C. Smoking on any ART Vehicle is prohibited. Furthermore,Smoking within eyesight or potential eyesight of any of our passengers takes away from the positive image we would like drivers to convey. Thus, it is against policy to on,around or in sight or potential guests. Compliance under MV Transportation Employee Handbook, p. 37, "Smoking". Issued July 2009 is also expected. _Acknowledge that I have received my ART uniform, uniform and personal appearance guidelines and the uniform replacement/return sheet. I will adhere to the ART uniform standards at all times. 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N N 00 CO t0 O .-4 -4 m .'"I kf)M -1 .-+ VM t0 C71 C MM .--1 O '-' CO ra N al m n C ,i 62, no N C N d to ,,,,,, c o 3 tri 0 0m 0= 12. % O 00 N 3 N • 0 0 0) Cd� C L p N NO N O d o v u '+ N N N l0 c N CI o C "C 10 y co c '1C 0) y N V C C -0 N W E C i0 10 r0 0 E E 'ry 0 a- a U U ANAHEIM TRANSPORTATION NETWORK/ANAHEIM RESORT TRANSPORTATION FRANCHISE APPLICATION Appendix 13: Accomplishments Who is40. �a �u -4t} Alp 11/4 The Anaheim Resort Transportation (ART) is the public _- ��:��`,�:� ��! ," ',I transportation system operating with The Anaheim Resort` iQi.,;• r� t,-�� ''.A.'1%; : District and surrounding areas Every year, over 9.5 million residents, visitors, and employees use ART to connect with local destinations, employment centers, _ theme parks, sporting venues, shopping centers, hotels, restaurants, and ARTIC regional transportation hub ART delivers important environmental and quality of live benefits: • Without ART an additional 10,000 cars each day would line the streets of our City • Anaheim could not function, as a major destination FAST FACTS city, without a robust, major destination-oriented Number of Routes-22 public transit system like ART Number of Vehicles-82 Number of Employees Local & Private Investment Direct ART employees—52 ART was established in 1995 by key members of the Anaheim Contracted staff—156 business community to address diverse issues unique to The Anaheim Resort Current operating contract ART provides public transportation service for the residents,employees and with TransDev North America guests of the City of Anaheim ART service increased four-fold since 2002 due to ART's ability to provide 2018 flexible service to accommodate daily operating fluctuations: DAILY ANNUAL •Lodging establishments'occupancy rates Number of Passengers 26,387 9,631,356 •Parking capacity&demand Passenger miles 52,292 19,086,746 •Special events schedules Vehicle Revenue Miles 4,272 1,559,277 •Projected daily demand for service Operating Expenses $14,276,410 Service Metrics BUSINESS PARTNER EMPLOYMENT TOURISM BUSINESS/LOCAL DAILY ANNUAL POPULATION POPULATION TRAVEL Number of Passengers 26,125 9,535,775 72 Lodging Establishments 35,000 14 Million 1.2 Million Passenger miles 51,773 18,897,330 Theme Parks 35,000 20 Million 7 Million Vehicle Revenue Miles 3,966 1,447,483 (Disneyland Resort and Knott's Berry Form) Operating Expenses $15,010,272 Sporting Venues 5,000 270,000 2.5 Million d (Anohom Ducks&Los Angeles Angels) Entertainment Venues 2,000 200,000 1.5 Million DAILY ANNUAL (Anaheim Convention Center,Medieval Times. Number of Passengers 26,105 9,528,312 Pirates Dinner Adventure,Segestrom Center for the ARTS,Natuonai Grove) Passenger miles 51,688 18,866,058 Retail Centers 12,000 250,000 150,000 Vehicle Revenue Miles 3,966 1,527,263 (South Coast Plozo,GordenWalk, the Outlets at Orange) Operating Expenses $13,089,278 Major Orange County Over 10,000 N/A N/A Employers (City of Anaheim,County of Orange, Kaiser Permanente,Extron,St.Joseph Medico)Networks,etc.) Funding Structure ART FARE REVENUE (In Millions) • Self Funded Transit System $.75 M • Self-assessment by the business community to support public transit $1 M $2M • Public funding represents less than 5% of total operating funds • Operating Budget-$17.2 Million - Private Contributions-$2.5 million - Fare Box Recovery-$13 Million -Advertising-$1 Million - Federal 5307/5339 Funds-$750,000 $13M Eye on the Future • Multiple local developments will create new demand for public transit • Availability and ability of public transit to meet demand for transportation services and ensure long-term environmental benefits • Secure economic development and create jobs in the City of Anaheim and Disneyland®Resort, the largest single-site employer in California • Provide support to the tourism industry,which is the 3rd largest industry in the State of California MicroTransit -New on-demand transit service for CtrCity Anaheim downtown corridor Zero Emission Buses-Purchase 40 Zero Emission Buses to expand plubic transit service Solar Maintenance Facility-Build a new maintenance facility with solar charging for new electric bus fleet LEVERAGES PARTNERS & EXISTING INITIATIVES #Electrify Anaheim• FTA INVESTMENT Expanded Electric Fleet• - =' One-of-a-kind mobile Electric Bus Expertise• PARTNERS& #Electrify ticketing app to ART2GOAPP• EXISTING Real Time Transit Information• INITIATIVES Anaheim create seamless Car Free CTRCity• ` Funded trip and ,_ Anaheim Convention Ctr.• Organic and destination Disneyland&Attractions• New Hotels• Significant booking using 4 8 Platinum Triangle• Growth CtrCity Anaheim• P3 partnerships Smart street signage and real-time #ElectrifyAnaheim will create a paradigm bus arrival information shift in pubic transit in Southern California affecting employees, commuters, and visitors throughout California, United States, and the world .• . . ' - , . 1 1.....j_?..) the ., \ - - ,,, _ ..of connecting the clots ,• N , N .. .•jai, • I • .• •''' . W ,' ••N..4..._ -_. - -... • Be Part of Cutting Edge Innovation ! . . . _ .... ,.,...A.,i,„,;,.......„ , . . , ....,-,.........,....Z• 4.'44 IN ,• s s. ' /..."---- "':•-••.---\\I lk, .iii ... 'Z', ,..•. ..,—••••••....:'".'rr... 7`1.4 4 41 7.-:. --. .1!•.•_,.‘4dN 4 - r .- • ...... ---41%...7-- ,N.74,... .1-4!...3,\ \ ...,",....;.;;,:,-,--,,ii..,,,,,,•k-Ni Ivi k , 1 -......). In ::.516 ic...Al 1 • -I % ....."461:. Is ›!f, OIANI. •CAL •1i:ill. t: : ....77\16"Z gik2411 !ViiviZs‘ ',41110 -.-=-1 '24'7 511elkiik• tt,I,...4 p i - • -- i .-. ,vr,. -4.,-f • •-.0,1/1 7..- ...t _3 c .. . 6 _ ., 4, • r . 4 • ‘.::.''°. '‘..'' i 0 • 1 , . -.Idle ART Fast Facts • 81 Vehicle Fleet; 50% will be Zero-Emission in 2019 • 9.5 Million Annual Ridership • Subject to FTA Tri-Annual Review • Transit Asset Management Plan • Federal Recipient ID Number 9211 • 501(c)4 Nonprofit Anaheim Resort Transportation • 2626 E. Katella Ave.,Anaheim, CA 92806 • 1-888-364-ARTS(2787) Be Part of Cutting Edge Innovation ! Map: City of Anaheim I Wad.. e o e 9 /*WOW..a -.fir 0 Yolba Lada V �r� 8 Q _ r-.......,....."" Buena Palk Pr-' ,-r-^ Yoll/ 'T> ".f...� Corm , • nO :V O�.a.orre� ANAHEIM AnYtehn • \.3--"—'-‘------' �_,, v'\ fl Rmanel Pon I .,-- o vr:PN� CALIFORNIA s•••• ° ',...::';;1' as to e b ' ,_,__ . alAk Orange r"`"'''.r"`"'''. Pea,I..fn.C: Oat C"." ...•. Aayn,I Vs, i VYk ��wy s. Garden Grove ® 0 lale o t� ID •— Canyol ' (:-F, Santa Ano Tustin .1., ..•'to*Pkae LrMA o �arrR ANAHEIM A., N lounca.n Go q .. le , w.P.w City of Anaheim Active Investments Demographics create an influx of new residents and visitors County: Orange to the City of Anaheim for work and play. Population: 349,007 Anaheim Convention Center is the largest convention - Hispanic/Latino: 53.8% center,west of the Mississippi,just added 200,000 ft2of new - White: 25.2% space. - Black/African American: 2.2% Major Expansion at Disneyland on 17 new acres of - Asian: 16.3% attraction space,opening in 2019;will bring 20,000 new - Other: 2.5% daily visitors & require 3,800 new employees. Poverty: 61.7% New Hotels under construction will host 2,400 guests per Sources:Census Bureau;California HPI day & require 2,000 new employees. The Anaheim Transportation Network's Platinum Triangle is a 591-acre, mixed-use development mission is to enhance transportation in the final build-out phase. options by delivering reliable and efficient transportation solutions. Our CtrCity in Downtown Anaheim is being established as a commitment to customers focuses on "car-free"zone where transit will be marketed as a utility integrity, customer service, a can-do (like electricity), not a service. More than 1,000 new housing spirit, communication, and partnerships. units expected by 2021. I Be Part of Cutting Edge Innovation ! #ElectrifyAnaheim Changing the Transit Paradigm in Southern California Objectives Visionary Goals for the 21st Century Reduce Greenhouse gas Goal 1. FRAN MicroTransit: Free Rides Around the Neighborhood (GHG) emissions New transit service, using 10 small capacity(six-passenger)all-electric Expand & vehicles,will provide a new circulator and on-demand service in the CtrCity Improve downtown corridor. Service to increase Goal 2. Zero Emission Buses ridership 40 zero-emission vehicle(ZEV), all-electric buses will expand bus service Support to serve growing ridership, replace LNG buses, and allow ATN to have a 57% Tourism industry - ZEV fleet by 2020. including over 6,000 Goal 3. Solar Canopies & Maintenance Facility new jobs and 20,000 New maintenance facility with solar charging canopies will accommodate new daily visitors in 2019 the new MicroTransit fleet and expanded electric bus fleet, as well as current and future electrification needs. Connect Diverse ridership Goal 4. Mobile App Integration demographics to Integrate real-time parking guidance for CtrCity with ATN's transit planning multiple transit and ride hailing mobile app.The app is being launched in connection with modes (Amtrak, the FRAN microtransit system. Metrolink) Fair Share 1.. _• �\ Funding to Southern ��• California under Cap at=;,. it �� :; .., . - �� .� and Trade ]flg gil �, l ie �. AL �, '� jig Alik.. i Q - a. — c -, ,w��►� • —,.._voimmg _ , • — - . •:.: tt IP 40 . j»4 I • We are halfway there ! We need your help to achieve our vision of a 100% Zero-Emission Fleet! 11, Be Part of Cutting Edge Innovation ! Funding Needed to Accomplish ZEV Goal: Total Project Cost: $53,479,250 Local Match: $43,029,250 P3 Leveraged Funds: $7,000,000 Federal Assistance:3,000,000 Organic and Significant Growth Leverages Partners & Existing Initiatives Multiple local developments are • The project lays a foundation for MicroTransit exploding the need for transit. to create a new mode of service 9 Availability and ability of public transit that does not currently exist. to meet this demand will ensure long- One of a kind mobile term environmental benefits. ticketing app under / The Anaheim Resort, including development to create Disneyland Resort(largest single site seamless trip and , , - W J employer in California)and surrounding destination booking 0 lodging establishments,combined with using P3 partnerships. • , the growing CtrCity and Platinum $2 million total value. Triangle, is a key economic and \, W employment enginefor the City of Smart street signage 11711 Anaheim, Orange County,and the State. and real-time bus 0 arrival information already being procured. Tourism is the 3rd largest industry(from $800,000 total value. an employment perspective)for the State of California. #ElectrifyAnaheim is a paradigm shift in public transit in Southern California affecting employees, commuters,and —_ New MicroTransit• STATE TIRCP visitors from throughout California, 40 all-electric bus • INVESTMENT the United States, and the world. 4 Maintenance Facility&Solar Canopy • $28.6 million Electric Bus Expertise• #Electrify ARTTO GO APP • PARTNERS& Funded Real Time Transit Information • EXISTING Anaheim CtrCity Car Free zone• INITIATIVES ~ Anaheim Convention Ctr. • Disneyland &Attractions• Organic and New Hotels• Significant CONTACT: Platinum Triangle&ARTIC• Growth Diana Kotler ctrcity • — Executive Director, #ElectrifyAna eim Benefits Anaheim Resort Transportation • 625,000 new riders annually by 2021 2626 E. Katella Avenue • 42,423 metric tons of CO2 emission reductions over the project life Anaheim, CA 92806 714-563-5287 • 57% fully-electric fleet by 2020 dkotler@atnetwork.org Accomplishments Initiatives for 2019 and 2020 as well as ATN's accomplishments dating back to 2014 are summarized below in Table 2-2. TABLE 2-2: ACCOMPLISHMENTS YEAR ACCOMPLISHMENT DESCRIPTION 2018 $28.6M grant to electrify ART fleet Began preparations for provision of Mobility on Demand service model with a fleet of November 2017 MicroTransit vehicles using deviated fixed route and MicroTransit services at CtrCity e-hailing technology November 2017 Awarded contract for Mobility as a Mobility as a Service Private Public Partnership(P3) Service Mobility(MaaS) APP awarded to RouteMatch with initial Mobile App Began Installation of InfoTainment 50%of the InfoTainment system installed on ART October 2017 System fleet;Advertising program expanding to increase advertising revenue for ART services Began realigning of ART location & Began look at relocation options for ART operating July 2017 consideration of future location facility. ART executive and finance moved to ARTIC. options ART sales&marketing moved in with Visit Anaheim January 2017 Issued RFP for Mobility on Demand Began procurement and planning options for the Services suite of Mobility as a Service products December 2016 Awarded ART Operation Contract Seamlessly transitioned ART services from First to TransDev Transit to TransDev Install new CAD/AVL system on board ART fleet to December 2016 Began Real Time Passenger Signage facilitate upcoming real-time passenger information efforts system October 2016 Expanded Mobile Ticketing Expand availability of mobile ticketing options and denominations Received first four zero-emission, all-electric BYD March 2016 Received 4 ZEB BYD buses buses (through purchase consortium with Long Beach Transit) to start shift to all-electric fleet January 2016 Began 2035 Capacity Building ATN board begins a visioning effort into the future Planning outlook of capital and service needs of the ATN ATN enters a Purchase Consortium with Long Beach March 2015 Entered ZEB Purchase Consortium Transit for the purchase of Zero Emission Buses; with Long Beach Transit Agreement awarded to BYD, providing ATN with 10 options April 2015 Launched Mobile Ticketing Launch of Create a Ticketing APP with GFI GenFare and CooCoo July 2015 Began service to Costa Mesa ART begins bi-directional new service at South Coast Metro area in the City of Costa Mesa December 2014 Negotiated lease at ARTIC ART service begins at ARTIC;ATN offices at ARTIC fully functional TABLE 2-2 (cont.) YEAR ACCOMPLISHMENT DESCRIPTION -- -- Awarded new new cnntractfnr ART services contract awarded to First Transit;ART July 2014 operational services services transitioned without interruption. Fleet of 35 LNG buses assumed from OCTA and all Assumed all fleet maintenance maintenance functions transitioned to ATN; Fleet July 2014 functions from OCTA maintenance responsibilities for this fleet of buses awarded to Penske; Fueling infrastructure installed by Clean----------------------`----------' -------'-'------------ ANAHEIM TRANSPORTATION NETWORK/ANAHEIM RESORT TRANSPORTATION FRANCHISE APPLICATION Appendix 14: Imagine the Possibilities - Fact Book .- / . 7A . ..i . , 4 .. ..1. ,K:o ,., . _ LJL1 ,•' ,_ . c- CC , -; - . 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E C 10 13c,::3 • N15 d d V 0 U ANAHEIM TRANSPORTATION NETWORK/ANAHEIM RESORT TRANSPORTATION FRANCHISE APPLICATION Appendix 13: Accomplishments Who is . �, ..� ►' `'maxi% - t ► ill; e' The Anaheim Resort Transportation (ART) is the public ,_�.L..`\. .i a A•N�„ i 's ; '' tl ��`\\`.N,NIL II iiiv `��,`r"� �� transportation system operating with The Anaheim Resort` ••••:::',_,:_. - .,_T;;t,-�,, . , District and surrounding areas -- s;. Every year, over 9.5 million residents, visitors, and employees use 411. _, ART to connect with local destinations, employment centers, -, --i :" theme parks, sporting venues, shopping centers, hotels, ,r, ''' restaurants. and ARTIC regional transportation hub - .".-t":1 r ART delivers important environmental and quality of live - . i benefits: n ' J • Without ART an additional 10,000 cars each day would line the streets of our City • Anaheim could not function, as a major destination FAST FACTS city, without a robust, major destination-oriented Number of Routes-22 public transit system like ART Number of Vehicles-82 Number of Employees Local & Private Investment Direct ART employees—52 ART was established in 1995 by key members of the Anaheim Contracted staff—156 business community to address diverse issues unique to The Anaheim Resort® Current operating contract ART provides public transportation service for the residents,employees and with TransDev North America guests of the City of Anaheim ART service increased four-fold since 2002 due to ART's ability to provide 2018 flexible service to accommodate daily operating fluctuations: DAILY ANNUAL •Lodging establishments'occupancy rates Number of Passengers 26,387 9,631,356 • Parking capacity&demand Passenger miles 52,292 19,086,746 •Special events schedules Vehicle Revenue Miles 4,272 1,559,277 •Projected daily demand for service Operating Expenses $14,276,410 Service Metrics 2017 BUSINESS PARTNER EMPLOYMENT TOURISM BUSINESS/LOCAL DAILY ANNUAL POPULATION POPULATION TRAVEL Number of Passengers 26,125 9,535,775 72 Lodging Establishments 35,000 14 Million 1.2 Million Passenger miles 51,773 18,897,330 Theme Parks 35,000 20 Million 7 Million Vehicle Revenue Miles 3,966 1,447,483 (Disneyland®Resort and Knott's Berry Form) Operating Expenses $15,010,272 Sporting Venues 5,000 270,000 2.5 Million tom" (Anaheim Ducks&Los Angeles Angels) 2Q!•.* . Entertainment Venues 2,000 200,000 1.5 Million DAILY ANNUAL (Anaheim Convention Center,Medieval Times. Number of Passengers 26,105 9,528,312 Pirates Dinner Adventure,Segestrom Center for the ARTS,Notional Grove) Passenger miles 51,688 18,866,058 Retail Centers 12,000 250,000 150,000 Vehicle Revenue Miles 3,966 1,527,263 (South Coast Plaza,GardenWalk. the Outlets ot Orange) Operating Expenses $13,089,278 Major Orange County Over 10,000 N/A N/A 11 Employers (City of Anaheim,County of Orange. Kaiser Permonente,Extron,St.Joseph Medical Networks.etc.) I Funding Structure ART FARE REVENUE (In Millions) • Self Funded Transit System $.75 M • Self-assessment by the business community to support public transit $1 M $2M • Public funding represents less than 5% of total operating funds • Operating Budget-$17.2 Million - Private Contributions-$2.5 million - Fare Box Recovery-$13 Million -Advertising-$1 Million - Federal 5307/5339 Funds-$750,000 $13M Eye on the Future • Multiple local developments will create new demand for public transit • Availability and ability of public transit to meet demand for transportation services and ensure long-term environmental benefits • Secure economic development and create jobs in the City of Anaheim and Disneyland'Resort,the largest single-site employer in California • Provide support to the tourism industry,which is the 3rd largest industry in the State of California MicroTransit -New on-demand transit service for CtrCity Anaheim downtown corridor Zero Emission Buses-Purchase 40 Zero Emission Buses to expand plubic transit service Solar Maintenance Facility-Build a new maintenance facility with solar charging for new electric bus fleet LEVERAGES PARTNERS & EXISTING INITIATIVES FTA #Electrify Anaheim• INVESTMENT Expanded Electric Fleet• • One-of-a-kind mobile Electric Bus Expertise• ARTNERS& #Electrify ART2GOAPP• EXISTING ticketing app to e Real Time Transit Information• INITIATIVES Anaheim create seamless Car Free CTRCity• LE-4trip and Funded Anaheim Convention Ctr.• 491 Disneyland&Attractions• Organic and destination New Hotels• Significant booking using Platinum Triangle• Growth CtrCity Anaheim• P3 partnerships Smart street signage and real-time #ElectrifyAnaheim will create a paradigm bus arrival information shift in pubic transit in Southern California affecting employees, commuters, and visitors throughout California, United States, and the world ._ ___ „ . , .. _. .. --...—-,-. . • • s /..----- • k ,-- _ \c___...________ , r-----. ..:----....e.) a - _ .. . .. :of connecting the dots . ... __.. , _ . _ , .., .. .- • .... Be Part of Cutting Edge Innovation ! .1 ii - , - -, t :ii „„em-----4111111110, - "1"1111W -,44.-,--.5-.!.._,,,,. 4..::- N., .', ir „,,,."""'_";:_-,-•-„. ......-1.• , , -, - - .._ • ,, - .....- -,....--...1.....,- ......,....1/4,.. ..k --,--4,: :.•...414,...---..%N.:1k IN,. • - .No,.'''.. 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Map: City of Anaheim EMS o Ciab,, ter. taM'ad. e a e Brea ; c Vo,Ea Undo wf.rw. r.% a ,yrs,+ .. on.i Gum)Palk Fu,nton J `L-- x Y zy- Ile'r/ismQ -V ANAHEIM .G �t✓'+Ff � ••• ^` o • aeneYN+f r.9 vnoe,: p`°`n�"� CALIFORNIA o a,2,110,1 74Z41./ Oran., C _. •urw /z.7!, Pak Anes 1,..y..e e.r..e, a, ank.dP% 0111n01 El Modena p...c.„,.„re „s.,,,.�,.:, Carden Ctove on 0® •'"4Y.0 wez l,rte, C` 1l in.r c•+r Santa Ana � + iusbno '""'" ANAHEIM NFountain Go gin City of Anaheim Active Investments Demographics create an influx of new residents and visitors County: Orange to the City of Anaheim for work and play. Population: 349,007 Anaheim Convention Center is the largest convention - Hispanic/Latino: 53.8% center, west of the Mississippi,just added 200,000 ftzof new - White: 25.2% space. - Black/African American: 2.2% Major Expansion at Disneyland on 17 new acres of - Asian: 16.3% attraction space,opening in 2019;will bring 20,000 new - Other: 2.5% daily visitors & require 3,800 new employees. Poverty: 61.7% New Hotels under construction will host 2,400 guests per Sources:Census Bureau;California HPI day & require 2,000 new employees. The Anaheim Transportation Network's Platinum Triangle is a 591-acre, mixed-use development mission is to enhance transportation in the final build-out phase. options by delivering reliable and efficient transportation solutions. Our CtrCity in Downtown Anaheim is being established as a commitment to customers focuses on "car-free"zone where transit will be marketed as a utility integrity, customer service, a can-do (like electricity), not a service. More than 1,000 new housing spirit, communication, and partnerships. units expected by 2021. 1110 Be Part of Cutting Edge Innovation ! #ElectrifyAnaheim Changing the Transit Paradigm in Southern California Objectives Visionary Goals for the 21st Century Reduce Greenhouse gas Goal 1. FRAN MicroTransit: Free Rides Around the Neighborhood (GHG) emissions New transit service, using 10 small capacity(six-passenger)all-electric Expand & vehicles,will provide a new circulator and on-demand service in the CtrCity Improve downtown corridor. Service to increase Goal 2. Zero Emission Buses ridership 40 zero-emission vehicle(ZEV), all-electric buses will expand bus service Support to serve growing ridership, replace LNG buses, and allow ATN to have a 57% Tourism industry — ZEV fleet by 2020. including over 6,000 Goal 3. Solar Canopies & Maintenance Facility new jobs and 20,000 New maintenance facility with solar charging canopies will accommodate new daily visitors in 2019 the new MicroTransit fleet and expanded electric bus fleet, as well as current and future electrification needs. Connect Diverse ridership Goal 4. Mobile App Integration demographics to Integrate real-time parking guidance for CtrCity with ATN'stransit planning multiple transit and ride hailing mobile app. The app is being launched in connection with modes (Amtrak, the FRAN microtransit system. Metrolink) rl Fair Share �' .:, Funding to Southern W '`�— � _ California under Cap Il $�'Sjj _ =s ..--- \ and Trade �1iii � '= lif .. r-- ,. r , , _ }rte ' i 1.0601 --- We are halfway there ! We need your help to achieve our vision of a 100% Zero-Emission Fleet! i Be Part of Cutting Edge Innovation._. ! Funding Needed to Accomplish ZEV Goal: Total Project Cost: $53,479,250 Local Match: $43,029.250 P3 Leveraged Funds: $7,000,000 Federal Assistance:3,000,000 Leverages Partners & Organic and Significant Growth Existing Initiatives Multiple local developments are • The project lays a foundation for MicroTransit exploding the need for transit. to create a new mode of service Availability and ability of public transit that does not currently exist. to meet this demand will ensure long One of a kind mobile 0 term environmental benefits. ticketing app under . .. The Anaheim Resort, including development to create 0 �` Disneyland Resort(largest single site seamless trip and `J employer in California)and surrounding destination booking ® fi lodging establishments,combined with using P3 partnerships. . . , . '~ the growing CtrCity and Platinum $2 million total value. W Triangle, is a key economic and employment engineforthe City of Smart street signage e Anaheim, Orange County,and the State. and real-time bus arrival information already being procured. Tourism is the 3rd largest industry(from $800,000 total value. an employment perspective)for the State of California. #ElectrifyAnaheim is a paradigm shift in public transit in Southern California affecting employees, commuters,and New MicroTransit• STATE TIRCP visitors from throughout California, 40 all-electric bus • INVESTMENT the United States, and the world. Maintenance Facility&Solar Canopy • $28.6 million Electric Bus Expertise• #Electrify ARTTOGOAPP • PARTNERS& Funded Real Time Transit Information • EXISTING - Anaheim CtrCity Car Free Zone• INITIATIVES '' Anaheim Convention Ctr. • Disneyland &Attractions• Organic and New Hotels• Significant CONTACT: Platinum Triangle&ARTIC• Growth / ctrcity • — / Diana Kotler Executive Director, Anaheim Resort Transportation 625,000 new riders annually by 2021 2626 E. Katella Avenue 42,423 metric tons of CO2 emission reductions over the project life Anaheim, CA 92806 57% fully-electric fleet by 2020 714-563-5287 dkotler@atnetwork.org Accomplishments Initiatives for 2019 and 2020 as well as ATN's accomplishments dating back to 2014 are summarized below in Table 2-2. TABLE 2-2: ACCOMPLISHMENTS YEAR ACCOMPLISHMENT DESCRIPTION 2018 $28.6M grant to electrify ART fleet Began preparations for provision of Mobility on Demand service model with a fleet of November 2017 MicroTransit vehicles using deviated fixed route and MicroTransit services at CtrCity e-hailing technology November 2017 Awarded contract for Mobility as a Mobility as a Service Private Public Partnership (P3) Service Mobility(MaaS)APP awarded to RouteMatch with initial Mobile App Began Installation of InfoTainment 50%of the InfoTainment system installed on ART October 2017 System fleet;Advertising program expanding to increase advertising revenue for ART services Began realigning of ART location & Began look at relocation options for ART operating July 2017 consideration of future location facility. ART executive and finance moved to ARTIC. options ART sales & marketing moved in with Visit Anaheim January 2017 Issued RFP for Mobility on Demand Began procurement and planning options for the Services suite of Mobility as a Service products December 2016 Awarded ART Operation Contract Seamlessly transitioned ART services from First to TransDev Transit to TransDev Began Real Time Passenger Signage Install new CAD/AVL system on board ART fleet to December 2016 efforts facilitate upcoming real-time passenger information system October 2016 Expanded Mobile Ticketing Expand availability of mobile ticketing options and denominations Received first four zero-emission, all-electric BYD March 2016 Received 4 ZEB BYD buses buses (through purchase consortium with Long Beach Transit)to start shift to all-electric fleet January 2016 Began 2035 Capacity Building ATN board begins a visioning effort into the future Planning outlook of capital and service needs of the ATN ATN enters a Purchase Consortium with Long Beach March 2015 Entered ZEB Purchase Consortium Transit for the purchase of Zero Emission Buses; with Long Beach Transit Agreement awarded to BYD, providing ATN with 10 options April 2015 Launched Mobile Ticketing Launch of Create a Ticketing APP with GFI GenFare and CooCoo July 2015 Began service to Costa Mesa ART begins bi-directional new service at South Coast Metro area in the City of Costa Mesa December 2014 Negotiated lease at ARTIC ART service begins at ARTIC;ATN offices at ARTIC fully functional TABLE 2-2 (cont.) YEAR ACCOMPLISHMENT DESCRIPTION July 2014 — T Awarded new contract for ART services contract awarded to First Transit;ART operational services services transitioned without interruption. • Fleet of 35 LNG buses assumed from OCTA and all Assumed all fleet maintenance maintenance functions transitioned to ATN; Fleet July 2014 functions from OCTA maintenance responsibilities for this fleet of buses awarded to Penske; Fueling infrastructure installed by Clean Energy ANAHEIM TRANSPORTATION NETWORK/ANAHEIM RESORT TRANSPORTATION FRANCHISE APPLICATION Appendix 14: Imagine the Possibilities - Fact Book r :i11. / / I , it � I' ; 1 it it o- W = II.... ''":'llIllPllk W _ N. �- ti:. W ,' - .03 Q ,. o o a _ ,A li !.: 1 row .: - .... ?�' 1 -it :•.;._.: 4,4 II ii. • Li, , ;,• ..r..., .‘. , . A,, F- — co r c Ki Q 6 o �; o a a la�n • a o 1. C c o a+• v, > v-10 1:3c 7 j v .0 0• .„ ro E 1 a) o c E g ` VI a. .7, w L o ,.a T v . W N C O C• v O O ` • N N D .- - a L--. 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Towne Centre Place Suite 100 Anaheim, CA 92806 Legal No. 0011271729 714-796-2209 �•• - - SUMMARY PUBLICATION CITY OF ANAHEIM ORDINANCE NO.6464 AN (UN-CODIFIED) ORDINANCE OF THE CITY OF 5190168 ANAHEIM AMENDING ORDINANCE NO.5911 GRANT- ING A NON-EXCLUSIVE FRANCHISE TO ANAHEIM TRANSPORTATION NETWORK TO PROVIDE RE- ANAHEIM,CITY OF/CLERKS OFF SORT TRANSPORTATION SHUTTLE SERVICE WITH- 200 S ANAHEIM BLVD STE 217 IN THE ANAHEIM RESORT AND OTHER AREAS WITHIN THE CITY OF ANAHEIM AND STATING THE ANAHEIM, CA 92805-3820 1 TERMS AND CONDITIONS UPON WHICH SAID FRAN- CHISE IS AMENDED On April 27,2004,the City Council of the City of Anaheim adopted Or • - dinance No.5911 granting a non-exclusive franchise to the Anaheim Transportation Network(ATN)to provide resort transportation shut- FILE NO. Ordinance 6464 tie service within The Anaheim Resort and other areas within the City of Anaheim and stating the terms and conditions upon which said AFFIDAVIT OF PUBLICATION franchise is granted. The franchise was initially approved fora sev- en year period, expiring on May 27,2018,with extensions of time al- lowed in one year increments. STATE OF CALIFORNIA, On July 19,2011,the City Council adopted Ordinance No.6219 grant- SS. ing an amendment to the non-exclusive franchise to extend the term County of Orange of the franchise by seven years through May 27,2018,with extensions of time allowed in one year increments; allow vehicle trips to extend outside of the City provided that a minimum of 98 percent or more of , the annual vehicle trip miles shall be within the City;set design crite- ria for buses;and,update the requirements to reflect current system I am a citizen of the United States and a resident of the operations. The franchise was subsequently extended for one Year through May 27,2019. County aforesaid; I am over the age of eighteen years, and not a party to or interested in the above-entitled matter. I This ordnance amends Ordinance No.5911 to (i) extend the term of the franchise by seven years to 2026, with extensions of time in two am the principal clerk of the Anaheim Bulletin, a year increments subiect to approval by the City Manager; (ii) de- newspaper that has been adjudged to be a newspaper of scribe ATN's governance, operations, service delivery and financial general circulation by the Superior Court of the County of performance; (iii)describe stepselectrify ATN is taking to transition the fleet to zero emission vehicles and fleet operations; (iv)describe Orange, State of California, on December 28, 1951, Case steps ATN is taking to implement next generation mobility options in- No. A-21021 in and for the City of Anaheim, County of cluding Mobility as a Service; (v) provide for potential expansion of e, Oran State of California; that the notice, of which the the FRAN service and routes to serve residential neighborhoods and Orange, other areas outside of CtrCity Anaheim; and,(vi)add language to the annexed is a true printed copy, has been published in Franchise Ordinance that may helpful as the City and ATN continue each regular and entire issue of said newspaper and not in to seek grant opportunities to help fund future improvements to ART any supplement thereof on the following dates, to wit: system. I,Theresa Bass,City Clerk of the City of Anaheim,do hereby certify 05/23/2019 that the foregoing is a summary of Ordinance No. 6464 which ordi- nance was introduced at a regular meeting of the City Council of the City of Anaheim on the 7th day of May,2019 and was duly passed and adopted at a regular meeting of said Council on the 14th day of May, 2019 by the following roll call vote of the members thereof: AYES:Mayor Sidhu and Council Members Kring,Brandman, I certify(or declare) under the penalty of perjury under the Moreno,and O'Neil laws of the State of California that the foregoing is true NOES:None and correct: ABSENT:Council Members Barnes and Faessel Executed at Anaheim, Orange County, California, on • ABSTAIN:None Date: May 23, 2019. The above summary is a brief description of the subiect matter con- tained in the text of Ordinance No.6464,which has been prepared pur- suant to Section 512 of the Charter of the City of Anaheim. This sum- mary does not include or describe every provision of the ordinance SInature 'and should not be relied on as a substitute for the full text of the ordi- nance. To obtain a copy of the full text of the ordinance, please contact the g Cw (Office of the City Clerk, (714)765.5166,between 8:00 AM and 5:00 PM, Monday through Friday. There is no charge for the copy. I Published Anaheim Bulletin May 23,2019 11271729 1 CLERK'S CERTIFICATE STATE OF CALIFORNIA ) COUNTY OF ORANGE ) ss. CITY OF ANAHEIM ) I, THERESA BASS, City Clerk of the City of Anaheim, do hereby certify that the foregoing is the original Ordinance No. 6464 and was published in the Anaheim Bulletin on the 23rd day of May, 2019. C CITY CLERK 0 THE CITY OF ANAHEIM (SEAL)