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Home My WebLink AboutResolutions - 2023.12.07 - 40838 AGENDA ITEM: 2024 Amendment of Public Transportation Agreement Between People's Express Inc. and Oakland County DEPARTMENT: Economic Development - Oakland County Transit Division MEETING: Board of Commissioners DATE: Thursday, December 7, 2023 6:00 PM - Click to View Agenda ITEM SUMMARY SHEET COMMITTEE REPORT TO BOARD Resolution #2023-3547 _ 23-160 Motion to adopt the attached suggested resolution. ITEM CATEGORY SPONSORED BY Contract Brendan Johnson INTRODUCTION AND BACKGROUND This is a request for the approval of an amendment to the Agreement and an appropriation of funds to the People’s Express (PEX) to provide public transit services for the residents of Oakland County in 2024. The appropriation of funds will be in the amount not to exceed $1,987,572 from the Oakland County Public Transportation Millage. With the passage of the Oakland County Transportation Millage in 2022, millage funds will be disbursed to PEX to support and improve transportation services for all residents in the County through increased service capacity with more vehicles and staff, a consolidated service area, and an expanded driving boundary in 2024 (see Exhibit A). In the middle of 2023, Oakland County negotiated and approved the three-year Agreement with Exhibits to be negotiated on an annual basis. Amendments to the Exhibits for 2024 are: • Coordinating on announcements of new service changes (see Exhibit A.3.e) • Maintaining the Oakland Transit logo on service vehicles (see Exhibit A.4.d) and adding a new Exhibit to grant a license to PEX for use of the Oakland Transit logo (see Exhibit F) • Listing vehicles planned for purchase with capital payment (see Exhibit B.3.a and Exhibit B.7.a) • Requiring vehicles purchased through the Agreement to adhere to Federal vehicle requirements (see Exhibit B.7.b) • Incorporating PEX’s full itemized budget (see Exhibit B.8) • Instituting discretionary authority of the Oakland County Transit Manager to amend the budget (see Exhibit B.8.a) The attached Exhibits are a work in progress as the Oakland County Transit Division continues to negotiate with the transit providers and their counsel and coordinate with Corporation Counsel; final documents will be shared when available. On final approval, the Board Chair is authorized to amend the Agreement on behalf of the County. The FY 2024 budget shall be amended as reflected in the attached Schedule A – Budget Amendment. POLICY ANALYSIS BUDGET AMENDMENT REQUIRED: Yes Committee members can contact Michael Andrews, Policy and Fiscal Analysis Supervisor at 248.425.5572 or andrewsmb@oakgov.com, or the department contact persons listed for additional information. CONTACT Eli Cooper, Manager Transit ITEM REVIEW TRACKING Aaron Snover, Board of Commissioners Created/Initiated - 12/11/2023 David Woodward, Board of Commissioners Approved - 12/12/2023 David Coulter, Executive's Office Approved - 12/12/2023 Lisa Brown, Clerk/Register of Deeds Final Approval - 12/13/2023 AGENDA DEADLINE: 12/07/2023 6:00 PM ATTACHMENTS 1. Economic Development - PEX Agreement 2024 Schedule A 2. 2024 PEX Contract Amendment_updated 12062023 3. 2024 PEX Exhibit A_112923 4. 2024 PEX Exhibit B_112923 5. PEX_Attachment A_Municipal Credit Detail_103123 6. DRAFT PEX Exhibit F_103123 7. 2023OaklandCountyPEXAgreement - signed COMMITTEE TRACKING 2023-11-16 Transit Ad Hoc - Refer to Economic Development & Infrastructure 2023-11-29 Economic Development & Infrastructure - Forward to Finance 2023-11-29 Finance - Recommend to Board 2023-12-07 Full Board - Adopt Motioned by: Commissioner Charles Cavell Seconded by: Commissioner Ajay Raman Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen Nelson, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, William Miller III, Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ajay Raman, Ann Erickson Gault (18) No: None (0) Abstain: None (0) Absent: (0) Passed December 7, 2023 RESOLUTION #2023-3547 _ 23-160 Sponsored By: Brendan Johnson Economic Development - Oakland County Transit Division - 2024 Amendment of Public Transportation Agreement Between People's Express Inc. and Oakland County Chair and Members of the Board: WHEREAS People’s Express Inc (PEX) and Oakland County have agreed to the 2024 amendments to the Public Transportation Agreement set forth in Exhibit A – Scope of Transportation Services and Exhibit B – Budget, to reflect increases in services and associated revenues and costs as well as a new Exhibit F – License for Use of County Servicemark, which is incorporated by reference into the Public Transportation Agreement to provide PEX the license to use the Oakland Transit logo on transit service vehicles and marketing materials, which new and amended exhibits are necessary to deliver public transportation services consistent with the Millage. NOW THEREFORE BE IT RESOLVED that the Oakland County Board of Commissioners hereby approves the 2024 Amendments to the Public Transportation Agreement between Oakland County and PEX with the attached 2024 amended Exhibit A – Scope of Transportation Services and Exhibit B – Budget as well as addition of the new Exhibit E – License for Use of County Servicemark. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes an appropriation in an amount not to exceed $1,987,572 from the Oakland County Public Transportation Millage. BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes the Manager Transit, at his sole discretion, to grant changes in allocations within the line item budget, being Exhibit B attached, at the request of PEX provided that such request shall be presented by PEX to the Manager Transit in writing, specifying the change requested, the reason(s) for the requested change and verifying that such change will not result in an increase in the total budgeted amount under Exhibit B (i.e., a “no cost” amendment). BE IT FURTHER RESOLVED that the Oakland County Board of Commissioners authorizes the Chairperson of the Board to execute the Amendment of Agreement on behalf of Oakland County. BE IT FURTHER RESOLVED that the FY 2024 Budget shall be amended as reflected in the attached Schedule A – Budget Amendment. Chair, the following Commissioners are sponsoring the foregoing Resolution: Brendan Johnson. Date: December 12, 2023 David Woodward, Commissioner Date: December 12, 2023 David Coulter, Oakland County Executive Date: December 13, 2023 Lisa Brown, County Clerk / Register of Deeds COMMITTEE TRACKING 2023-11-16 Transit Ad Hoc - Refer to Economic Development & Infrastructure 2023-11-29 Economic Development & Infrastructure - Forward to Finance 2023-11-29 Finance - Recommend to Board 2023-12-07 Full Board - Adopt Motioned by Commissioner Charles Cavell seconded by Commissioner Ajay Raman to adopt the attached Contract: 2024 Amendment of Public Transportation Agreement Between People's Express Inc. and Oakland County. Yes: David Woodward, Michael Spisz, Michael Gingell, Penny Luebs, Karen Joliat, Kristen Nelson, Christine Long, Robert Hoffman, Philip Weipert, Gwen Markham, Angela Powell, Marcia Gershenson, William Miller III, Yolanda Smith Charles, Charles Cavell, Brendan Johnson, Ajay Raman, Ann Erickson Gault (18) No: None (0) Abstain: None (0) Absent: (0) Passed ATTACHMENTS 1. Economic Development - PEX Agreement 2024 Schedule A 2. 2024 PEX Contract Amendment_updated 12062023 3. 2024 PEX Exhibit A_112923 4. 2024 PEX Exhibit B_112923 5. PEX_Attachment A_Municipal Credit Detail_103123 6. DRAFT PEX Exhibit F_103123 7. 2023OaklandCountyPEXAgreement - signed STATE OF MICHIGAN) COUNTY OF OAKLAND) I, Lisa Brown, Clerk of the County of Oakland, do hereby certify that the foregoing resolution is a true and accurate copy of a resolution adopted by the Oakland County Board of Commissioners on December 7, 2023, with the original record thereof now remaining in my office. In Testimony Whereof, I have hereunto set my hand and affixed the seal of the Circuit Court at Pontiac, Michigan on Thursday, December 7, 2023. Lisa Brown, Oakland County Clerk / Register of Deeds Oakland County, Michigan ECONOMIC DEVELOPMENT - OAKLAND COUNTY TRANSIT DIVISION - PEX 2024 Agreement Schedule "A" DETAIL R/E Fund Name Division Name Fund # (FND)Cost Center (CCN) # Account # (RC/SC) Program # (PRG)Grant ID (GRN) # Project ID # (PROJ) Region (REG) Budget Fund Affiliate (BFA) Ledger Account Summary Account Title FY 2024 Amendment FY 2025 Amendment FY 2026 Amendment E Oakland Transit Transit Services FND58800 CCN1090802 SC730373 PRG172155 730000 Contracted Services 1,559,651 427,921 - E Oakland Transit Transit Services FND58800 CCN1090802 SC796500 PRG172155 796500 Budgeted Equity Adjustment (1,559,651)(427,921)- Total Expenditures $-$-$- OAKLAND COUNTY EXECUTIVE DAVID COULTER Transit Division (248) 975-9876 | OaklandCountyTransit@oakgov.com AMENDMENT OF INTERLOCAL CONTRACT: CON00010406 AMENDMENT: 2024-1 AMENDMENT DATE: November 27, 2023 This AMENDMENT OF INTERLOCAL CONTRACT (hereafter this "Amendment") is made and entered into by and between the Contractor named and identified below, (hereafter “Contractor”) and the COUNTY OF OAKLAND (hereafter “County”) whose address is 2100 Pontiac Lake Rd, Waterford, MI 48328. CONTRACTOR ADDRESS People’s Express Inc 175 Barker Road Whitmore Lake, Michigan 48189 Vendor Number: 0000040698 The County and Contractor agree and acknowledge that the purpose of this Amendment is to modify as provided herein and otherwise continue the present contractual relationship between the Parties as described in their current contract with the same contract number as above. In consideration of the extension of the mutual promises, representations, assurances, agreements, and provisions in the Contract and this Amendment, the adequacy of which is hereby acknowledged by the Parties, the County and Contractor hereby agrees to amend the current Contract as follows: 1.0 The County and Contractor agree that any and all defined words or phrases in the current Contract between the parties will apply equally to and throughout the amendment. 2.0 The Parties agree that any and all other terms and conditions set forth in the current Contract between the Parties shall remain in full force and effect and shall not be modified, excepted, diminished, or otherwise changed or altered by this Amendment except as otherwise expressly provided for in this Amendment. 3.0 Description of Change: In addition to and without limiting any of Contractor’s obligations or duties under the Contract, Contractor shall provide County with the Deliverables (goods and/or services) provided in the attached Amended Exhibit A (Scope of Transportation Services) for the values provided therein, which is included and incorporated into this Amendment. The Parties shall comply with the terms in Amended Exhibit A (Scope of Transportation Services). OAKLAND COUNTY EXECUTIVE DAVID COULTER Transit Division (248) 975-9876 | OaklandCountyTransit@oakgov.com Page 2 of 3 AMENDMENT OF INTERLOCAL AGREEMENT In addition to and without limiting any of Contractor’s obligations or duties under the Contract, Contractor shall provide County with the Deliverables (goods and/or services) provided in the attached Amended Exhibit B (Budget ) for the prices provided therein, which is included and incorporated into this Amendment. The Parties shall comply with the terms in Amended Exhibit B (Budget). For and in consideration of the mutual assurances, promises, acknowledgments, warrants, representations, and agreements set forth in the Contract and this Amendment, and for other good and valuable consideration, the receipt and adequacy o f which is hereby acknowledged, the un dersigned hereby execute this Amendment on behalf of t he County, and Contractor and by doing so l egally obligate a nd bind the County and Contractor to the terms and conditions o f the Contract and this Amendment. Authorization and Completion of Agreement. The Par ties have taken all actions and secured all approvals necessary to authorize and complete this Amendment of Interlocal Contract. The persons signing this Agreement on behalf of each Par ty have legal authority to sign this Agreement and b ind the Parties to the terms and conditions contained herein. IN WITNESS WHEREOF, Douglas Anderson, Director, People’s Express Inc., hereby acknowledges that he has been authorized by People’s Express, to execute this Agreement on behalf of People’s Express Inc., and hereby accepts and binds People’s Express Inc. to the terms and conditions of this Agreement. EXECUTED: ____________________________________ DATE: _______________ Douglas Anderson, Director People’s Express Inc. WITNESSED: ___________________________________ DATE: _______________ People’s Express Inc. 12.6.2023 12.6.2023 OAKLAND COUNTY EXECUTIVE DAVID COULTER Transit Division (248) 975-98 76 | OaklandCountyTransit@oakgov.com Page 3 of 3 AMENDMENT OF INTERLOCAL AGREEMENT IN WITNESS WHEREOF, David T. Woodward, Chairper son, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this A greement on behalf of Oakland Coun ty, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: ____________________________________ DATE: _______________ David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: ___________________________________ DATE: _______________ Oakland County Board of Commissioners County of Oakland Page 1 of 4 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT A AMENDMENT: 2024-1 2024 PEOPLE’S EXPRESS (PEX ) SCOPE OF TRANSPORTATION SERVICES Scope of Work Summary: 1. 2024 Scope of Services Utilizing Oakland County Millage Funds a. In this agreement, the term “Participating Community” is defined to include the Village of Milford, Milford Township, Commerce Township, Village of Wolverine Lake, City of Wixom, Lyon Township, and City of South Lyon. b. PEX shall begin the service as set forth in this Exhibit A on January 1, 2024. c. PEX shall provide transportation services for residents of the Participating Communities as outlined in Exhibits A and B. Residents of Participating Communities can utilize PEX transportation services within the driving boundaries as shown on the 2024 PEX Service Area Map on page 4 of this Exhibit A. d. Transportation services for the general public will continue to be provided with the priority being given to seniors aged 55 and older, low-income individuals, persons with disabilities, and veterans; however, trip fulfillment is at the discretion of PEX, subject to its capacity to accommodate such trips. 2. Service Guidelines a. Observed Holidays include the following: New Year’s Eve, New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Friday after Thanksgiving, Christmas Eve, and Christmas Day. Trip fulfillment on observed holidays is at the discretion of PEX, subject to its capacity to accommodate such trips. b. Weekday service hours shall be maintained Monday-Friday from 6:00 a.m. – 9:00 p.m., excluding holidays. Page 2 of 4 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER c. Weekend service hours shall be maintained Saturdays from 6:00 a.m. – 5:00 p.m. and Sundays from 9:00 a.m. – 5:00 p.m., excluding holidays. d. Residents may request to be transported outside of PEX’s posted service hours and on observed holidays, but trip fulfillment is solely at the discretion of PEX based on its capacity to accommodate such trips. e. Customer service and ride scheduling call center hours shall be maintained Monday- Friday from 8:00 a.m. – 7:00 p.m., excluding holidays. f. Riders will schedule trips directly with PEX and advance notice of at least 3 business days is requested. Riders can request rides with less advance notice, but trip fulfillment is at the discretion of PEX based on its capacity to accommodate such trips. 3. Relations of Parties a. PEX staff shall attend scheduled meetings with Oakland County Transit Division staff and the other Oakland County transit providers to coordinate on a seamless system of transportation that meets the needs of all Oakland County residents. b. PEX will work in a timely manner to address all concerns related to the contracted services presented by the Oakland County Transit Division staff and/or staff/elected officials from Participating Communities. c. PEX will work with other Oakland County transit providers to fulfill trip requests when the provider is unable to accommodate them internally, subject to PEX’s capacity and software capabilities. d. PEX will work towards enabling transfers to and from other Oakland County transit providers, if needed, to fulfill trip requests, with transfer locations and fare payment coordinated with the other transit provider(s). Transfers will be at PEX’s discretion and subject to capacity and software capabilities. e. PEX will share announcements of new service changes utilizing Transit Millage funding (for example: draft press releases, newsletters, marketing, and communications information) with Oakland County Transit Division staff at least two weeks before release to ensure coordinated communication and will incorporate the Oakland Transit logo as Page 3 of 4 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER outlined in Exhibit F. Oakland County will also share announcements or information mentioning PEX with PEX at least two weeks before release. 4. Service Operations a. PEX will always maintain its equipment in good mechanical condition in conformity with all applicable safety regulations and will keep all vans and/or buses in clean condition. PEX vehicles shall be subject to inspection by Oakland County upon reasonable demand. b. PEX warrants that it now has, and will continue to have, during the term of this agreement, all necessary licenses, certifications, or other documents required by any federal or state governmental agency which authorize, permit or pertain to the operation of public transportation service. Verification of such licenses shall be presented to Oakland County upon demand. c. PEX will utilize drivers for this service who are properly qualified and lawfully licensed for the service provided in the vehicles used and have received training. Criminal background checks will be performed on all drivers. Drivers will display proper courtesy toward passengers and maintain a neat, clean appearance. d. PEX will maintain official logos, markings, or text affixed to the exterior of all revenue service vehicles that include “People’s Express/PEX” and “Oakland Transit” so users of the service can identify vehicles. Usage of the Oakland Transit logo is outlined in Exhibit F – License for Use of County Servicemark. Page 4 of 4 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 1 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT B AMENDMENT: 2024-1 2024 PEOPLE’S EXPRESS (PEX ) BUDGET Oakland County Public Transportation Millage Funds: Total payment not to exceed $1,987,572 to maintain current services and expand services as planning substantiates. 1.Terms of Payment for Services: Payment for the Scope of Work as described in Exhibit A will be as follows: Oakland County will distribute an amount not to exceed $1,987,572 (One Million Nine Hundred Eight-Seven Thousand Five Hundred Seventy-Two Dollars) in Public Transportation Millage Funds to PEX for the scope of work that is incorporated into this Agreement as Exhibit A. PEX will receive monthly payments as shown in the Payment Schedule table below. Except as extended, modified, or amended pursuant to Article II and/or Article III of the Agreement, the Terms of Payment set forth herein shall expire on December 31, 2024. 2.Fee for Transportation Services The following factors are included in the PEX fee for transportation services: a.Insurance: Insurance coverages to meet the County Contractor Insurance Requirements as described in Exhibit D. b.Operations: PEX anticipates an overall increase in operational costs compared to the 2023 budget due to an expanded service area and driving boundary as well as expanded hours of operation, leading to an increase in the overall distance of one- way trips and an increase in ridership. c.Fuel and Maintenance: PEX shall be responsible for fueling, cleaning, and all maintenance of vehicles. Vehicles shall be maintained consistent with appropriate industry safety standards. Page 2 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER d.Staff: Hire and train additional staff to enhance capacity and deliver quality services. e.Vehicle Fleet: Take delivery of additional ADA-compliant vehicles to expand the vehicle fleet to meet projected capacity needs and improve service frequency. 3.Payment Schedule 2024 Operations Capital Jan $ 142,640.25 $ 275,889.00 Feb $ 142,640.25 Mar $ 142,640.25 Apr $ 142,640.25 May $ 142,640.25 June $ 142,640.25 July $ 142,640.25 Aug $ 142,640.25 Sept $ 142,640.25 Oct $ 142,640.25 Nov $ 142,640.25 Dec $ 142,640.25 TOTAL $ 1,711,683.00 $ 275,889.00 a.$275,889 has been allocated for capital expenditures for the purchase of Project Vehicle(s): one (1) ADA-compliant minivan and two (2) ADA-compliant transit vans. This shall be paid by Oakland County to PEX in an amount not to exceed $275,889 (Two Hundred Seventy-Five Thousand Eight Hundred Eighty-Nine Dollars) within 30 days of Oakland County receiving notice of delivery of each vehicle from PEX. 4.Invoices a.The first payment by the County, after the Agreement is fully executed, will be made within 30 days of receipt of an invoice from PEX for the amount listed in Section 3. Thereafter, PEX shall submit an invoice for payment on the first day of each month, with the County making payment no later than the last day of the month. 5.Fare Collection Page 3 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER a.PEX shall charge residents of Participating Communities utilizing its service a base fare of $4.00 per each one-way trip within the driving boundary as shown on the 2024 PEX Service Area Map as incorporated in Exhibit A. b.PEX shall charge seniors aged 55 and older, persons with disabilities, low-income individuals, and veterans of Participating Communities a discounted fare of $2.00 per one-way trip within the driving boundary as shown on the 2024 PEX Service Area Map as incorporated in Exhibit A. c.PEX may, at its sole discretion, provide trips outside the driving boundary as shown on the 2024 PEX Service Area Map incorporated in Exhibit A to residents of Participating Communities at a base fare of $4.00 per one-way trip plus $2.50 per mile driven outside the boundary subject to capacity and software capabilities. d.PEX may, at its sole discretion, provide trips outside the driving boundary as shown on the 2024 PEX Service Area Map incorporated in Exhibit A for seniors aged 55 and older, persons with disabilities, low-income individuals, and veterans of Participating Communities at a discounted fare of $2.00 per one-way trip plus a discounted rate of $1.25 per mile driven outside the boundary subject to capacity and software capabilities. e.The per mile fee for all one-way out of boundary trips is charged starting at the driving boundary and ending at the destination and vice versa. f.Fares for rides will be the sole responsibility of the rider and will be paid at the time of the ride. g.Aides or persons assisting either seniors or persons with disabilities will be permitted to ride at no cost. h.All fares paid by eligible residents are to be retained by PEX . 6.Capital Expenditures a.PEX shall take delivery of one (1) ADA-compliant minivan and two (2) ADA-compliant transit vans for expanded and general public service, hereinafter referred to as Page 4 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER “Project Vehicle(s),” to expand and improve service in accordance with the terms and conditions of this Agreement. b.The Project Vehicle(s) shall comply with all Federal Contract Clauses: All federal clauses can be found in the respective contracts on the State Vehicle Contracts and Procurement website at https://www.michigan.gov/mdot/ travel/mobility/pub-transit/state-vehicle-contracts-and-procurement. c.All capital expenditures for the purchase of Project Vehicle(s) shall comply with Section 3(a), above. d.PEX agrees to use Project Vehicle(s) for the purposes as stated in Exhibit A, which is incorporated into this Agreement. e.PEX agrees to provide all maintenance and repair of these vehicles, consistent with its responsibilities in Section 2(c), above. f.Prior to delivery of the Project Vehicle(s), PEX shall provide Oakland County with the Make, Model and VIN number(s) of the Project Vehicle(s). g.PEX is to notify Oakland County that they have taken possession of the Project Vehicle(s) and provide the date that each Project Vehicle(s) is placed in revenue service. h.PEX shall notify Oakland County of any changes, collisions, or significant damage to the Project Vehicle(s). i.PEX shall retain title to Project Vehicle(s). No Project Vehicle(s) shall be disposed of or reassigned without prior written approval by Oakland County. 7.Project Vehicle Disposition The Parties intend and agree that if Oakland County provides funding for capital expenditures (i.e., vehicles) to PEX and this Agreement is terminated or not renewed before any or all of the purchased vehicles reach the end of their Minimum Useful Life, as defined herein, or if a purchased vehicle is removed from service prior to the end of its Minimum Useful Life, PEX shall reimburse Oakland County for the Remaining Value of any such vehicle(s) in accordance with the following: Page 5 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER a.For the purpose of this Agreement, the “Minimum Useful Life” of each purchased vehicle shall be determined to be five (5) years, beginning on the date the vehicle is placed into service. b.The value of each vehicle shall be depreciated on a straight-line basis according to the time each vehicle has been in service, i.e., twenty percent (20%) depreciation in value for each year the vehicle has been in service, or any fraction thereof. Thus, each vehicle will be fully depreciated five (5) years after it is put into service. c.Correspondingly, the Remaining Value of the vehicle shall be the purchase price minus depreciation. d.Any insurance proceeds obtained by PEX in connection with a vehicle which is permanently taken from service as a result of collision, fire, or other such casualty shall be applied toward the amount of reimbursement owed to Oakland County. Oakland County will then work with PEX to determine whether a replacement vehicle is to be purchased by Oakland County with transit millage funds. e.No vehicle shall be disposed of before the end of its Minimum Useful Life without prior Oakland County approval. f.PEX shall maintain financial and operating records for each vehicle for at least seven (7) years from the date of its disposal or permanent removal from service. Page 6 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER 8.Budget Revenues Fares $ 60,000 Oakland County Transit Millage $ 1,987,572 Municipal Credits $ 105,155 Community Credits $ 0 Grant Revenue $ 0 Local Revenue $ 0 Other Revenue: Miscellaneous $ 0 Revenue Total $ 2,152,727 Expenses Salaries and Benefits Administration Salary $ 317,266 Dispatch/Drivers Wages $ 704,081 Mechanic/Maintenance Wages $ 74,314 Grant Payroll Expenses $ 20,400 Personnel Benefits $ 111,787 Pension/Retirement Benefits $ 0 Other: Salary Expenses $ 78,685 Salaries and Benefits Total $ 1,306,533 Program Costs Communication Expenses- Phones, Tablets Etc. $ 15,000 Drug and Alcohol Testing $ 6,994 Fuel - Diesel and Oil $ 142,313 Grant Program Expenses $ 5,343 Insurance Expenses $ 118,085 Maintenance/Repairs $ 116,750 Other: Program Costs $ 0 Program Cost Total $ 404,485 Building Costs Building Rent/Lease $ 12,240 Snow Removal/Landscaping $ 3,497 Utilities $ 5,829 Other: Building Operating Expenses $ 11,657 Building Cost Total $ 33,223 Operating Expenses Advertising/Marketing $ 7,286 Dispatch Software $ 10,000 Memberships and Dues $ 1,815 Office Supplies $ 14,571 Page 7 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Professional Development- Training, Education, Travel, Etc. $ 9,286 Professional Services- Audit, Legal, Website, IT, Other $ 16,028 Other: Administrative Costs $ 14,571 Operating Expenses Total $ 73,557 Contingency Contingency $ 40,000 Contingency Total $ 40,000 Capital Costs Equipment $ 1,943 Expansions- Parking Lots, Building Etc $ 0 Office Capital $ 0 Software $ 0 Vehicles $ 275,889 Other: Capital Costs (depreciation) $ 17,097 Capital Costs Total $ 294,929 Expense Total $ 2,152,727 a.Any changes to line-item budget allocations requested by PEX shall be made in writing, directed to the Oakland County Manager Transit, and shall specify the nature of the change requested, the reason for the proposed change and whether or not the requested change will result in an increase in the overall total budget amount. The Manager Transit shall then have sole discretion to grant or deny the change, in whole or in part, consistent with the authority that the Manager Transit has been given by the Oakland County Board of Commissioners. b.Other than as provided in the above subsection (a), the Parties acknowledge that in accordance with subsection 14.1 of the Agreement (“Amendments”), the commitment or disbursement of Public Transportation Millage funds by PEX for items not specifically budgeted above, or payment by PEX of an amount in an excess of the budgeted amount for a particular line item as addressed under subsection 3.4 of the Agreement (“Not to Exceed”) are not permissible under this Agreement without a duly approved and executed amendment to the Agreement. No services shall be commenced, and no costs or obligations incurred, including, but not limited to, real Page 8 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER property transactions or capital expenditures not presently budgeted, unless appropriate approval has been obtained from the County. Page 1 of 4 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT A AMENDMENT: 2024-1 2024 PEOPLE’S EXPRESS (PEX ) SCOPE OF TRANSPORTATION SERVICES Scope of Work Summary: 1. 2024 Scope of Services Utilizing Oakland County Millage Funds a. In this agreement, the term “Participating Community” is defined to include the Village of Milford, Milford Township, Commerce Township, Village of Wolverine Lake, City of Wixom, Lyon Township, and City of South Lyon. b. PEX shall begin the service as set forth in this Exhibit A on January 1, 2024. c. PEX shall provide transportation services for residents of the Participating Communities as outlined in Exhibits A and B. Residents of Participating Communities can utilize PEX transportation services within the driving boundaries as shown on the 2024 PEX Service Area Map on page 4 of this Exhibit A. d. Transportation services for the general public will continue to be provided with the priority being given to seniors aged 55 and older, low-income individuals, persons with disabilities, and veterans; however, trip fulfillment is at the discretion of PEX, subject to its capacity to accommodate such trips. 2. Service Guidelines a. Observed Holidays include the following: New Year’s Eve, New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Friday after Thanksgiving, Christmas Eve, and Christmas Day. Trip fulfillment on observed holidays is at the discretion of PEX, subject to its capacity to accommodate such trips. b. Weekday service hours shall be maintained Monday-Friday from 6:00 a.m. – 9:00 p.m., excluding holidays. Page 2 of 4 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER c. Weekend service hours shall be maintained Saturdays from 6:00 a.m. – 5:00 p.m. and Sundays from 9:00 a.m. – 5:00 p.m., excluding holidays. d. Residents may request to be transported outside of PEX’s posted service hours and on observed holidays, but trip fulfillment is solely at the discretion of PEX based on its capacity to accommodate such trips. e. Customer service and ride scheduling call center hours shall be maintained Monday- Friday from 8:00 a.m. – 7:00 p.m., excluding holidays. f. Riders will schedule trips directly with PEX and advance notice of at least 3 business days is requested. Riders can request rides with less advance notice, but trip fulfillment is at the discretion of PEX based on its capacity to accommodate such trips. 3. Relations of Parties a. PEX staff shall attend scheduled meetings with Oakland County Transit Division staff and the other Oakland County transit providers to coordinate on a seamless system of transportation that meets the needs of all Oakland County residents. b. PEX will work in a timely manner to address all concerns related to the contracted services presented by the Oakland County Transit Division staff and/or staff/elected officials from Participating Communities. c. PEX will work with other Oakland County transit providers to fulfill trip requests when the provider is unable to accommodate them internally, subject to PEX’s capacity and software capabilities. d. PEX will work towards enabling transfers to and from other Oakland County transit providers, if needed, to fulfill trip requests, with transfer locations and fare payment coordinated with the other transit provider(s). Transfers will be at PEX’s discretion and subject to capacity and software capabilities. e. PEX will share announcements of new service changes utilizing Transit Millage funding (for example: draft press releases, newsletters, marketing, and communications information) with Oakland County Transit Division staff at least two weeks before release to ensure coordinated communication and will incorporate the Oakland Transit logo as Page 3 of 4 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER outlined in Exhibit F. Oakland County will also share announcements or information mentioning PEX with PEX at least two weeks before release. 4. Service Operations a. PEX will always maintain its equipment in good mechanical condition in conformity with all applicable safety regulations and will keep all vans and/or buses in clean condition. PEX vehicles shall be subject to inspection by Oakland County upon reasonable demand. b. PEX warrants that it now has, and will continue to have, during the term of this agreement, all necessary licenses, certifications, or other documents required by any federal or state governmental agency which authorize, permit or pertain to the operation of public transportation service. Verification of such licenses shall be presented to Oakland County upon demand. c. PEX will utilize drivers for this service who are properly qualified and lawfully licensed for the service provided in the vehicles used and have received training. Criminal background checks will be performed on all drivers. Drivers will display proper courtesy toward passengers and maintain a neat, clean appearance. d. PEX will maintain official logos, markings, or text affixed to the exterior of all revenue service vehicles that include “People’s Express/PEX” and “Oakland Transit” so users of the service can identify vehicles. Usage of the Oakland Transit logo is outlined in Exhibit F – License for Use of County Servicemark. Page 4 of 4 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 1 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT B AMENDMENT: 2024-1 2024 PEOPLE’S EXPRESS (PEX ) BUDGET Oakland County Public Transportation Millage Funds: Total payment not to exceed $1,987,572 to maintain current services and expand services as planning substantiates. 1. Terms of Payment for Services: Payment for the Scope of Work as described in Exhibit A will be as follows: Oakland County will distribute an amount not to exceed $1,987,572 (One Million Nine Hundred Eight-Seven Thousand Five Hundred Seventy-Two Dollars) in Public Transportation Millage Funds to PEX for the scope of work that is incorporated into this Agreement as Exhibit A. PEX will receive quarterly payments as shown in the Payment Schedule table below. Except as extended, modified, or amended pursuant to Article II and/or Article III of the Agreement, the Terms of Payment set forth herein shall expire on December 31, 2024. 2. Fee for Transportation Services The following factors are included in the PEX fee for transportation services: a. Insurance: Insurance coverages to meet the County Contractor Insurance Requirements as described in Exhibit D. b. Operations: PEX anticipates an overall increase in operational costs compared to the 2023 budget due to an expanded service area and driving boundary as well as expanded hours of operation, leading to an increase in the overall distance of one- way trips and an increase in ridership. c. Fuel and Maintenance: PEX shall be responsible for fueling, cleaning, and all maintenance of vehicles. Vehicles shall be maintained consistent with appropriate industry safety standards. Page 2 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER d. Staff: Hire and train additional staff to enhance capacity and deliver quality services. e. Vehicle Fleet: Take delivery of additional ADA-compliant vehicles to expand the vehicle fleet to meet projected capacity needs and improve service frequency. 3. Payment Schedule 2024 Operations Capital Jan $ 142,640.25 $ 275,889.00 Feb $ 142,640.25 Mar $ 142,640.25 Apr $ 142,640.25 May $ 142,640.25 June $ 142,640.25 July $ 142,640.25 Aug $ 142,640.25 Sept $ 142,640.25 Oct $ 142,640.25 Nov $ 142,640.25 Dec $ 142,640.25 TOTAL $ 1,711,683.00 $ 275,889.00 a. $275,889 has been allocated for capital expenditures for the purchase of Project Vehicle(s): one (1) ADA-compliant minivan and two (2) ADA-compliant transit vans. This shall be paid by Oakland County to PEX in an amount not to exceed $275,889 (Two Hundred Seventy-Five Thousand Eight Hundred Eighty-Nine Dollars) within 30 days of Oakland County receiving notice of delivery of each vehicle from PEX. 4. Invoices a. The first payment by the County, after the Agreement is fully executed, will be made within 30 days of receipt of an invoice from PEX for the amount listed in Section 3. Thereafter, PEX shall submit an invoice for payment on the first day of each month, with the County making payment no later than the last day of the month. 5. Fare Collection Page 3 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER a. PEX shall charge residents of Participating Communities utilizing its service a base fare of $4.00 per each one-way trip within the driving boundary as shown on the 2024 PEX Service Area Map as incorporated in Exhibit A. b. PEX shall charge seniors aged 55 and older, persons with disabilities, low-income individuals, and veterans of Participating Communities a discounted fare of $2.00 per one-way trip within the driving boundary as shown on the 2024 PEX Service Area Map as incorporated in Exhibit A. c. PEX may, at its sole discretion, provide trips outside the driving boundary as shown on the 2024 PEX Service Area Map incorporated in Exhibit A to residents of Participating Communities at a base fare of $4.00 per one-way trip plus $2.50 per mile driven outside the boundary subject to capacity and software capabilities. d. PEX may, at its sole discretion, provide trips outside the driving boundary as shown on the 2024 PEX Service Area Map incorporated in Exhibit A for seniors aged 55 and older, persons with disabilities, low-income individuals, and veterans of Participating Communities at a discounted fare of $2.00 per one-way trip plus a discounted rate of $1.25 per mile driven outside the boundary subject to capacity and software capabilities. e. The per mile fee for all one-way out of boundary trips is charged starting at the driving boundary and ending at the destination and vice versa. f. Fares for rides will be the sole responsibility of the rider and will be paid at the time of the ride. g. Aides or persons assisting either seniors or persons with disabilities will be permitted to ride at no cost. h. All fares paid by eligible residents are to be retained by PEX . 6. Capital Expenditures a. PEX shall take delivery of one (1) ADA-compliant minivan and two (2) ADA-compliant transit vans for expanded and general public service, hereinafter referred to as Page 4 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER “Project Vehicle(s),” to expand and improve service in accordance with the terms and conditions of this Agreement. b. The Project Vehicle(s) shall comply with all Federal Contract Clauses: All federal clauses can be found in the respective contracts on the State Vehicle Contracts and Procurement website at https://www.michigan.gov/mdot/travel/mobility/pub- transit/state -vehicle-contracts-and-procurement. c. All capital expenditures for the purchase of Project Vehicle(s) shall comply with Section 3(a), above. d. PEX agrees to use Project Vehicles for the purposes as stated in Exhibit A, which is incorporated into this Agreement. e. PEX agrees to provide all maintenance and repair of these vehicles, consistent with its responsibilities in Section 2(c), above. f. Prior to delivery of the Project Vehicle(s), PEX shall provide Oakland County with the Make, Model and VIN number(s) of the Project Vehicle(s). g. PEX is to notify Oakland County that they have taken possession of the Project Vehicle(s) and provide the date that each Project Vehicle(s) is placed in revenue service. h. PEX shall notify Oakland County of any changes, collisions, or significant damage to the Project Vehicle(s). i. PEX shall retain title to Project Vehicles. No Project Vehicles shall be disposed of or reassigned without prior written approval by Oakland County. 7. Project Vehicle Disposition The Parties intend and agree that if Oakland County provides funding for capital expenditures (i.e., vehicles) to PEX and this Agreement is terminated or not renewed before any or all of the purchased vehicles reach the end of their Minimum Useful Life, as defined herein, or if a purchased vehicle is removed from service prior to the end of its Minimum Useful Life, PEX shall reimburse Oakland County for the Remaining Value of any such vehicle(s) in accordance with the following: Page 5 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER a. For the purpose of this Agreement, the “Minimum Useful Life” of each purchased vehicle shall be determined to be five (5) years, beginning on the date the vehicle is placed into service. b. The value of each vehicle shall be depreciated on a straight-line basis according to the time each vehicle has been in service, i.e., twenty percent (20%) depreciation in value for each year the vehicle has been in service, or any fraction thereof. Thus, each vehicle will be fully depreciated five (5) years after it is put into service. c. Correspondingly, the Remaining Value of the vehicle shall be the purchase price minus depreciation. d. Any insurance proceeds obtained by PEX in connection with a vehicle which is permanently taken from service as a result of collision, fire, or other such casualty shall be applied toward the amount of reimbursement owed to Oakland County. Oakland County will then work with PEX to determine whether a replacement vehicle is to be purchased by Oakland County with transit millage funds. e. No vehicle shall be disposed of before the end of its Minimum Useful Life without prior Oakland County approval. f. PEX shall maintain financial and operating records for each vehicle for at least seven (7) years from the date of its disposal or permanent removal from service. Page 6 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER 8. Budget Revenues Fares $ 60,000 Oakland County Transit Millage $ 1,987,572 Municipal Credits $ 105,155 Community Credits $ 0 Grant Revenue $ 0 Local Revenue $ 0 Other Revenue: Miscellaneous $ 0 Revenue Total $ 2,152,727 Expenses Salaries and Benefits Administration Salary $ 317,266 Dispatch/Drivers Wages $ 704,081 Mechanic/Maintenance Wages $ 74,314 Grant Payroll Expenses $ 20,400 Personnel Benefits $ 111,787 Pension/Retirement Benefits $ 0 Other: Salary Expenses $ 78,685 Salaries and Benefits Total $ 1,306,533 Program Costs Communication Expenses- Phones, Tablets Etc. $ 15,000 Drug and Alcohol Testing $ 6,994 Fuel - Diesel and Oil $ 142,313 Grant Program Expenses $ 5,343 Insurance Expenses $ 118,085 Maintenance/Repairs $ 116,750 Other: Program Costs $ 0 Program Cost Total $ 404,485 Building Costs Building Rent/Lease $ 12,240 Snow Removal/Landscaping $ 3,497 Utilities $ 5,829 Other: Building Operating Expenses $ 11,657 Building Cost Total $ 33,223 Operating Expenses Advertising/Marketing $ 7,286 Dispatch Software $ 10,000 Memberships and Dues $ 1,815 Office Supplies $ 14,571 Page 7 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Professional Development- Training, Education, Travel, Etc. $ 9,286 Professional Services- Audit, Legal, Website, IT, Other $ 16,028 Other: Administrative Costs $ 14,571 Operating Expenses Total $ 73,557 Contingency Contingency $ 40,000 Contingency Total $ 40,000 Capital Costs Equipment $ 1,943 Expansions- Parking Lots, Building Etc $ 0 Office Capital $ 0 Software $ 0 Vehicles $ 275,889 Other: Capital Costs (depreciation) $ 17,097 Capital Costs Total $ 294,929 Expense Total $ 2,152,727 a. Any changes to line-item budget allocations requested by PEX shall be made in writing, directed to the Manager Transit, and shall specify the nature of the change requested, the reason for the proposed change and whether or not the requested change will result in an increase in the overall total budget amount. The Manager Transit shall have then have sole discretion to grant or deny the change, in whole or in part, consistent with the authority that the Manager Transit has been given by the Oakland County Board of Commissioners (BOC). b. Other than as provided in the above subsection (a), the Parties acknowledge that in accordance with subsection 14.1 of the Agreement (“Amendments”), the commitment or disbursement of Public Transportation Millage funds by PEX for items not specifically budgeted above, or payment by PEX of an amount in an excess of the budgeted amount for a particular line item as addressed under subsection 3.4 of the Agreement (“Not to Exceed”) are not permissible under this Agreement without a duly approved and executed amendment to the Agreement. No services shall be commenced, and no costs or obligations incurred, including, but not limited to, real property transactions or capital Page 8 of 8 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER expenditures not presently budgeted, unless appropriate approval has been obtained from the County. CVT (1)Municipal Credits (2) 1 Commerce Township $36,043.00 2 Lyon Township $21,784.00 3 Milford Township $9,889.00 4 City of South Lyon $10,991.00 5 City of Wixom $16,093.00 6 Village of Milford $6,099.00 7 Village of Wolverine Lake $4,256.00 $105,155.00 (1) (2) Attachment A Oakland County, Michigan Economic Development - Southwest Oakland County CVTs Municipal Credit DETAIL CVT - City , Village or Township Municipal Credits - The Suburban Mobility Authority for Regional Transportation (SMART) contracts with cities, villages and townships annually to provide Municipal Credit funds, which are made available to it by the Michigan Legislature pursuant to Michigan Public Act 51 of 1951, for eligible transportation expenses. http://legislature.mi.gov/doc.aspx?mcl-Act-51-of-1951 Municipal Credit Total Page 1 of 3 Exhibit F – SERVICEMARK LICENSE AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT F 2024 PEOPLE’S EXPRESS (PEX) LICENSE FOR USE OF COUNTY SERVICEMARK Under Article XI of the Public Transportation Agreement, “Signs and Identification”, a license to use the Oakland County Servicemark must be granted in writing, in accordance with the terms and conditions set forth by Oakland County. This Exhibit F, which is hereby incorporated by reference into the Public Transportation Agreement, consistent with the requirements of Article XI, grants to the Contractor a revocable, non-exclusive license to use the County Servicemark (the “Mark”) as described in the Servicemark Guidelines (below) for programs and activities that are directly related to the Deliverables and governmental services provided by Oakland County. The Mark may be used on: •Printed materials •Electronic materials •Contractor’s website: https://peoplesexpressmi.com/ •Transit service vehicles Contractor shall not use the Mark for any other purpose. The Mark must be used by Contractor as shown in the Servicemark Guidelines, with no variations of color, font or proportion. Contractor acknowledges that the County has intellectual property rights in the Mark. Nothing in this Contract gives Contractor any right, title, or interest in the Mark. Contractor may not take any action that will interfere with County’s rights in the Mark. The County may terminate Contractor’s license under this Exhibit, if County notifies Contractor it has breached the terms of this Exhibit and Contractor fails to cure the breach within ten (10) business days of notice of breach. Following termination of license under this Exhibit, Contractor shall have ten (10) business days to remove the Mark from the materials and/or website authorized for use above. Notwithstanding the foregoing, the County expressly reserves the right to revoke and rescind the Contractor’s license to use the County’s Mark at any time, if in the exercise of its business judgment the County determines it is advisable to do so. Contractor shall provide County with written confirmation that such actions have been taken. Upon termination of the Contract, the Contractor’s license to use the County’s Mark shall be revoked and rescinded, and Contractor shall cease all use of the Mark. Page 2 of 3 Exhibit F – SERVICEMARK LICENSE AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Servicemark Guidelines The Guidelines for proper use of the Mark provided to the Contractor are as follows: 1. Primary Logo Oakland Transit has one logo, shown below. 2. Logo Variations Logos should appear in full color when used in a full color design, whenever possible. However, if the publication requires a single color version of the logo, choose either all- black or all-white. No other color is acceptable. Page 3 of 3 Exhibit F – SERVICEMARK LICENSE AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER 3. Brand Colors The primary Oakland Transit logo uses the following brand colors. CMYK 100.53.2.30 CMYK 85.24.0.0 CMYK 84.15.78.2 RGB 0.82.138 RGB 0.150.214 RGB 0.153.102 HEX #00528a HEX #0096d6 HEX #009966 4. File Sharing Raster and vector files for the Oakland Transit logo are available upon request. 5. Questions For questions or clarification on these brand standards, please contact: Pam Tremble Graphic Designer County Executive Administration (248) 858-8964 | tremblep@oakgov.com Do not provide copies to a third-party of any artwork provided to you by County and referenced in this Exhibit without the express consent of County. FOR PEX BY:________________________ DATE:________________, 20__ Doug Anderson, Director PEX FOR OAKLAND COUNTY BY:_________________________ DATE:________________, 20__ Scott Guzzy, Purchasing Administrator Oakland County OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 1 of 12 AGREEMENT PUBLIC TRANSPORTATION AGREEMENT BETWEEN PEOPLE’S EXPRESS INC. AND OAKLAND COUNTY THIS PUBLIC TRANSPORTATION AGREEMENT ("Agreement") is made this day of August, 2023, by and between People’s Express Inc., 175 Barker Road, Whitmore Lake, Michigan 48189, a Michigan non-profit corporation organized under Section 501(c)(3) of the Internal Revenue Code of 1986, as amended, (“PEX”), and Oakland County, (the "County"), 1200 N. Telegraph, Pontiac, Michigan 48341, a Municipal and Constitutional Corporation, operating under Act 139 of 1973 (referred to collectively as the “Parties”). The term of this Agreement is set forth in the Term of Agreement section, being Article VII, Sec. 18.8, below. As expressed in Article 2.2 below, the Parties anticipate that this Agreement will represent an ongoing partnership between the Parties, who will work collaboratively and in good faith to effectuate the expansion and efficiency of Transportation Services for the benefit of Oakland County communities and businesses. WHEREAS, Oakland County recognizes a growing need to provide safe, affordable and reliable public transportation for workers to reach jobs, patients to access health care, students to connect to colleges and universities and for seniors, the disabled and the general public to have more transportation options; and WHEREAS, Oakland County has historically been actively engaged in the support of public transportation, having two members on the SMART Board of Directors; and WHEREAS, on November 8, 2022, Oakland County put forth a Transportation Millage for the purpose of funding public transportation services in Oakland County, including operating, maintaining, improving and expanding transit services; creating and expanding new fixed routes for bus service connecting local communities; expanding transportation services for seniors, OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 2 of 12 AGREEMENT veterans and people with disabilities; and providing transportation to get employees to jobs, patients to healthcare, students to colleges and universities and for other related purposes authorized by law; and WHEREAS, on November 8, 2022, the citizens of Oakland County approved a millage for the above purpose to be levied at a maximum rate of .95 mills for a period of 10 years beginning in 2022 and ending in 2031; and WHEREAS, it is anticipated that the millage from the ballot proposal will generate $66,163,000 in the first year; and WHEREAS, the principal providers of public transportation services in Oakland County are Suburban Mobility Authority for Regional Transportation (SMART), Western Oakland Transportation Authority (WOTA), North Oakland Transportation Authority (NOTA) the Rochester Hills-Oakland-Rochester Older Persons’ Commission (OPC) and People’s Express Inc. (PEX); and WHEREAS, PEX desires to provide certain public transportation services to the County as described more particularly in this Agreement and the exhibits/attachments hereto ("Transportation Services"); and WHEREAS, the County and PEX wish to enter into an agreement to provide transportation services in furtherance of the goals and objectives of the November 8, 2022 Transportation Millage; and WHEREAS, as consideration for the Transportation Services, the County, through its Board of Commissioners, will make payments to PEX as described more particularly in this Agreement. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, the Parties agree as follows: OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 3 of 12 AGREEMENT ARTICLE I DEFINITIONS 1.1 “Communities" mean cities, villages, townships, or other political subdivisions located within Oakland County 1.2 “County” shall mean Oakland County. 1.3 “Exhibits” to this Agreement, as referenced herein and as made a part of this Agreement shall be as follows: Exhibit A, Scope of Transportation Services (“Service Plan”) Exhibit B, PEX Terms of Payment Exhibit C, Performance Report Template Exhibit D, Insurance Exhibit E, Sample Municipal Credit Agreement 1.4 “PEX Budget” means the proposed financial budget of PEX for each fiscal year for the provision of Transportation Services, included in the term of this Agreement for the PEX service area. 1.5 “Transportation Services" means the transportation services to be provided under this Agreement by PEX in Oakland County as set forth in Exhibit A, as amended. ARTICLE II TRANSPORTATION SERVICES 2.1 PEX shall undertake and provide the Transportation Services as set forth in the Service Plan attached as Exhibit (A) in accordance with this Agreement and all applicable Federal, State and local laws as they may from time to time be amended. 2.2 During the term of this Agreement, the Parties will work collaboratively and in good faith to effectuate the expansion of Transportation Services to include a larger geographical service area, a broader array of Transportation Services, increase in hours of operation and/or an increase in ridership. The Parties shall meet at agreed upon intervals to review and revise the scope of Transportation Services, budget and payment, and any agreed upon changes shall be set forth in amendments to Exhibits A and B. PEX shall be responsible for the administration and OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 4 of 12 AGREEMENT management of Transportation Services. 2.3 No other material changes to the Service Plan may be made by PEX without the written consent of the County. ARTICLE III PAYMENT 3.1 The County shall pay PEX for the provision of Transportation Services in accordance with the terms and conditions of this Agreement. 3.2 PEX shall be paid by the County according to the terms and in the manner described in Exhibit B, as may be amended in accordance with Section 2.2, above. 3.3 Payments shall be subject to a final reconciliation by the Parties, which reconciliation may result in an additional payment or credit adjustment. 3.4 The amounts owing to PEX under this Agreement shall not in any event be in excess of any “not to exceed” amount established by the Agreement or corresponding Board of Commissioner Resolution without prior approval from the County. ARTICLE IV PERFORMANCE REPORT 4.1 PEX, at its expense, shall provide the County with a quarterly Performance Audit and Report of PEX’s operations (Exhibit C). If requested by the County, PEX shall provide verification of information contained in the Performance Audit and Report to the County or other third party selected by the County. 4.2 PEX shall submit the Performance Report to the County within ten (10) days after the end of the calendar year. ARTICLE V AUDITED FINANCIAL STATEMENTS 5.1 PEX shall provide the County with PEX's unaudited quarterly financial statements, within thirty (30) days after the end of each fiscal quarter, and the audited annual financial statements within one hundred eighty (180) days after the end of the fiscal year OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 5 of 12 AGREEMENT prepared in accordance with generally accepted accounting principles ("GAAP") by PEX’s auditor (the "Financial Statements"). The Financial Statements shall indicate variances between actual and budgeted amounts for the quarter at the Financial Statement level. The County reserves the right to conduct further, independent audits of the expenditure of revenue from the Transportation Millage consistent with the oversight responsibilities of the Oakland County Board of Commissioners as established by the November 8, 2022 ballot language. ARTICLE VI PERFORMANCE OF THE TRANSPORTATION SERVICES 6.1 PEX shall commence, carry on, and complete the Transportation Services in a sound, economical and efficient manner, and in compliance with the Service Plan, including administration and management of the Transportation Services. 6.2 Except as expressly set forth in this Agreement, nothing in this Agreement shall subject the County to any obligations or liabilities of PEX, its contractors or subcontractors, or any other person not a party to this Agreement and therefore, no third-party beneficiaries are created by this agreement, in connection with the performance of any Transportation Services. ARTICLE VII RECORD KEEPING, AUDITS, INSPECTION, REPORTS, EVALUATION AND COOPERATION 7.1 Financial records, supporting documentation, statistical records, and all other records pertinent to the Transportation Services shall be retained by PEX for a period of at least seven (7) years and be made readily available to authorized representatives of the County for the duration of the Agreement. 7.2 PEX shall provide a periodic summary to the County of available grant opportunities it becomes aware of and shall seek input and support from the County, as practicable, for any grants that could impact the Transportation Services, but which are otherwise not available to PEX alone. In addition to and as practicable, PEX shall cooperate and provide input as needed by the County with respect to any grants available to it. PEX shall provide periodic updates to the County with respect to the marketing and advertising of the OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 6 of 12 AGREEMENT Transportation Services. The Parties shall cooperate in elevating the quality, accessibility and level of the Transportation Services and their equitable distribution and access to riders. The Parties shall meet at least annually to discuss strategic goals and plans for the following year, to correct deficiencies in performance if found to exist, and to advance the goals and principles set forth in this Agreement, including but not limited to maximizing service and equitable inclusion. ARTICLE VIII INSURANCE 8.1 PEX shall purchase and maintain, during the term of this Agreement between the Parties, the types and amounts of insurance required by Exhibit (D). The contractual liability insurance as applicable to PEX's obligations herein, shall be specifically endorsed to include coverage for the indemnity provision required and described in Article IX. ARTICLE IX INDEMNIFICATION 9.1 To the extent permitted by law, PEX shall hold the County harmless, defend and indemnify the County, and each of its elected officials, Board of Commissioners , appointed officials, agents, employees, representatives, attorneys and volunteers from and against any and all losses, expenses, damages (including loss of use), demands and claims, and shall defend any suit or action, whether at law or in equity, brought against them or any one or more of them based on any alleged injury (including death), or damages relating to or arising out of any act or omission of PEX, its officers, employees, agents, contractors, subcontractors and licensees, during the performance of this Agreement or in connection with the provision of Transportation Services, including but not limited to claims made against the County by any third party, and shall pay all damages, judgments, costs, and expenses, including attorney's fees, in connection with any demands and claims resulting therefrom. The County shall in no event be liable for any consequential, incidental, indirect, remote, speculative, punitive, exemplary, liquidated, treble, or special damages, including but not limited to loss of profit, opportunity, use, revenue, data or OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 7 of 12 AGREEMENT goodwill, whether based in whole or in part in contract, tort, equity, strict liability, under statute or any other theory of liability, regardless of whether such damages were foreseeable or contemplated and even if the County was advised or aware of the possibility of such damages. The obligations under this Article IX shall survive the completion of the Transportation Services required to be performed hereunder by PEX and any end to this Agreement. Nothing herein is intended to diminish or waive any governmental immunity of PEX under the law. ARTICLE X NON -COLLUSION 10.1 PEX warrants that it has not paid and agrees not to pay any bonus, commission, fee, or gratuity for the purpose of obtaining any approval pursuant to this Agreement. No PEX officer or employee, or board member shall be permitted to any share or part of this Agreement or to any material benefit arising therefrom. ARTICLE XI SIGNS AND IDENTIFICATION 11.1 Neither Party may identify the other Party on any vehicles, buildings, stations, equipment and other items used or acquired by them in connection with the Transportation Services without the prior written consent of the other Party. ARTICLE XII SEVERABILITY 12.1 If any provision of this Agreement is held invalid for any reason whatsoever, the remaining provisions shall not be affected thereby if such remainder would continue to conform to the purposes, terms, and requirements of applicable law. OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 8 of 12 AGREEMENT ARTICLE XIII ASSIGNMENT AND AGREEMENT 13.1 This Agreement shall not be assigned, transferred, conveyed, sublet or otherwise disposed of without the prior written consent of PEX and the County, through its Board of Commissioners. ARTICLE XIV AMENDMENT 14.1 The Parties agree that no modification of this Agreement, or any Exhibits or Attachments hereto, shall be of any force or effect unless such amendment is dated, reduced to writing, executed by both Parties, and attached to and made a part of this Agreement. No services shall be commenced, and no costs or obligations incurred in consequence of any amendment to this Agreement, or any attachments made hereto unless and until such amendment has been executed and made a part of this Agreement. ARTICLE XV TITLES 15.1 The Parties agree that the titles of the articles and paragraphs of this Agreement are inserted for convenience of identification only and shall not be considered for any other purpose. ARTICLE XVI ENTIRE AGREEMENT 16.1 The Parties agree that this Agreement, the Exhibits attached hereto, and documents referred to herein constitute the entire Agreement between the Parties hereto, that there are no agreements or understandings, implied or expressed, except as specifically set forth or incorporated by reference in the Agreement and that all prior arrangements and understandings in this connection are merged into and contained in this Agreement. OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 9 of 12 AGREEMENT ARTICLE XVII APPLICABLE LAW 17.1 This Agreement shall be governed, interpreted and enforced by the laws of the State of Michigan, excluding Michigan’s conflict of laws principles. Any action brought to enforce, interpret or decide any provision of this agreement or any claim arising under this Agreement shall be brought in the Sixth Judicial Circuit Court of the State of Michigan, the 50th District Court of the State of Michigan, or the United States District Court for the Eastern District of Michigan, Southern Division, as dictated by the applicable jurisdiction of the Court. Except as otherwise required by law, venue is proper in the Courts set forth above. ARTICLE XVIII MISCELLANEOUS 18.1 Discrimination. PEX, and its subcontractors under this Agreement, shall not discriminate against an employee or an applicant for employment in hiring, any terms or conditions of employment or matters related to employment regardless of race, color, religion, sex, sexual orientation, gender identity or expression, national origin, age, genetic information, height, weight, disability, veteran status, familial status, marital status or any other reason that is unrelated to the person’s ability to perform the duties of a particular job or position, in accordance with applicable Federal and State laws. 18.2 Flow Down. Any assignment, delegation or subcontract by PEX must include a requirement that the assignee, designee, or subcontractor will comply with the terms and conditions of this Agreement. The assignment, delegation or subcontract shall in no way diminish or impair performance of any term or condition of this Agreement. 18.3 Survival of Terms and Conditions. The following terms and conditions shall survive and continue in full force beyond the termination or cancellation of this Agreement (or any part thereof) until the terms and conditions are fully satisfied or expire by their nature: Article 1, Definitions; Article 2, Transportation Services; Article 3, Payment; Article 7, Audits; Article 8, Insurance; Article 9, Indemnification; Article 17, Applicable Law; Article 18, OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 10 of 12 AGREEMENT Miscellaneous. 18.4 Reservation of Rights. This Agreement does not, and is not intended to impair, divest, delegate or contravene any constitutional, statutory, or other legal right, privilege, power, obligation, duty or immunity of the County or PEX. 18.5 Waiver. Waiver of any term or condition of this Agreement must be in writing and notice given pursuant to the Agreement. No written waiver, in one or more instances, shall be deemed or construed as a continuing waiver of any term or condition of this Agreement. No waiver by either Party shall subsequently affect its right to require a strict performance of this Agreement. 18.6 Cumulative Remedies. Either Party’s exercise of any remedy shall not preclude the exercise of any other remedies, all of which shall be cumulative. A Party shall have the right, in its sole discretion, to determine which remedies are to be exercised and in which order. 18.7 Dispute Resolution. The Parties agree to use all commercially reasonable efforts to resolve issues that arise in connection with the implementation, interpretation, enforcement, performance or nonperformance of any aspect of this Agreement. A Party seeking resolution of a dispute under this subsection shall first identify the nature of the dispute, in writing, and present it to the other Party’s Contract Administrator who shall respond within ten (10) business days. If the respective Contract Administrators are unable to resolve the dispute through good faith consultation and negotiation, each party shall then appoint an additional senior executive to assist the Contract Administrators with resolution. If the matter has not reached a mutually acceptable resolution within 30 days of it first being presented to the Contract Administrators, either party may seek resolution through any other legal process up to and including litigation. This subsection shall not apply to a situation in which immediate action is necessary to preserve life or property. 18.8 Term. This Agreement shall begin on the Effective Date and end on the Expiration Date. The “Effective Date” shall be the date the Agreement is signed by the last Party to execute the Agreement. The “Expiration Date” shall be 11:59.59 on December 31, 2025. Unless otherwise provided herein, the Parties are under no obligation to renew or extend this OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 11 of 12 AGREEMENT Agreement after the Expiration Date. This Agreement may only be extended by written amendment. 18.9 Notice. All notices required under this contract shall be in writing. Notices shall be effective: a) the next business day, if personally delivered; b) the third business day, if sent by U.S. mail, postage prepaid, return receipt requested; c) the next business day, if sent by a nationally recognized express courier with a reliable tracking system; or d) the next business day with a written response or receipt of confirmation, if sent by e-mail or fax. In each case Notice shall be sent to: To: For People’s Express Inc.: Doug Anderson, Director PO Box 505 Whitmore Lake, MI 48189 For Oakland County: Eli Cooper Transit Division Manager 2100 Pontiac Lake Rd, Bldg.41W Waterford, MI 48328 With a copy sent to: Solon Phillips Corporation Counsel 1200 N. Telegraph Rd, Bldg. 14E Pontiac, MI 48341 OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 12 of 12 AGREEMENT Authorization and Completion of Agreement. The Parties have taken all actions and secured all approvals necessary to authorize and complete this Agreement. The persons signing this Agreement on behalf of each Party have legal authority to sign this Agreement and bind the Parties to the terms and conditions contained herein. IN WITNESS WHEREOF, Doug Anderson, Director, People’s Express Inc., hereby acknowledges that he has been authorized by People’s Express Inc. to execute this Agreement on behalf of People’s Express Inc. and hereby accepts and binds People’s Express Inc. to the terms and conditions of this Agreement. EXECUTED: ____________________________________ DATE: _______________ Doug Anderson, Director People’s Express Inc. WITNESSED: ___________________________________ DATE: _______________ People’s Express Inc. IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolution of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and conditions of this Agreement. EXECUTED: ____________________________________ DATE: _______________ David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: ___________________________________ DATE: _______________ Oakland County Board of Commissioners County of Oakland Douglas Anderson (Aug 8, 2023 10:18 EDT) Douglas Anderson Aug 8, 2023 Eveliina Taylor (Aug 8, 2023 10:19 EDT) Eveliina Taylor Aug 8, 2023 David T. Woodward (Aug 8, 2023 11:13 EDT)Aug 8, 2023 Aug 8, 2023 Page 1 of 5 AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT A 2023 PEOPLE’S EXPRESS INC. SCOPE OF TRANSPORTATION SERVICES Scope of Work Summary: Current Services People’s Express Inc. (PEX) is a registered 501 (c)(3) non-profit that has been providing transportation services in Southeast Michigan since 2007. The service area began in Northfield Township and has expanded over the years to include the City of Detroit and portions of Washtenaw, Livingston, and Oakland counties. Currently, there is a fleet of 40 vehicles and a staff of 42 full time and 27 part time employees that provide administration, dispatch, and vehicle operation for the entire PEX service area. Specific to Oakland County, PEX has existing individual contracts with Milford Township/Village of Milford, Commerce Township/Village of Wolverine Lake, City of Wixom, Lyon Township, and the City of South Lyon. Each community contract outlines a unique driving boundary and differing terms of payment. PEX accommodates trips to non-emergency medical appointments, work, shopping, banking, civic events, entertainment venues and social activities. In 2022, PEX provided 14,976 rides for residents in participating Oakland County communities and operated Monday through Friday from 9:00 a.m. – 5:00 p.m. 1.2023 Scope of Services Utilizing Oakland County Millage Funds a.In this agreement, the term “Participating Community” is defined to include the Village of Milford, Milford Township, Commerce Township, Village of Wolverine Lake, City of Wixom, Lyon Township, and City of South Lyon. b.PEX shall begin the service as set forth in this Exhibit A within 30 days of the fully executed agreement. c.PEX agrees to terminate all contractual obligations with Participating Communities prior to the start of invoicing Oakland County for service as outlined in this Exhibit A. Page 2 of 5 AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER d.PEX shall provide transportation services for residents of the Participating Communities as outlined in Exhibit B. e.Trips will be made available based upon mutually acceptable schedule and fares with the priority being given to seniors aged 55 and older, low-income individuals, persons with disabilities, and Veterans. f.Services will be curb-to-curb; however, door-to-door service will be provided for people with a mobility device and in need of assistance. PEX will not assist clients with mobility devices up or down stairs; clients must have a ramp to and from the house. Vehicles will be parked at the curb and the driver will assist the client up and down the driveway. g.Riders that require assistance while the driver is operating a vehicle must have an aide in order to ride with PEX. Riders who have signs of dementia or memory loss must have an aide as well. Aides ride fare-free. 2.Service Guidelines a.Observed Holidays include the following: New Year’s Eve, New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Friday after Thanksgiving, Christmas Eve and Christmas Day. b.Weekday service hours shall be expanded to Monday-Friday from 6:00 a.m. – 9:00 p.m., excluding holidays. c.Weekend service hours shall be expanded to Saturday from 6:00 a.m. – 5:00 p.m. and Sunday from 9:00 a.m. – 5:00 p.m., excluding holidays. d.Residents in need of transportation for emergency situations may request trips outside of PEX’s posted service hours and on observed holidays, but trip fulfillment is at the discretion of PEX based on its capacity to accommodate such trips. e.Customer service and ride scheduling call center hours shall be Monday-Friday from 8:00 a.m. – 7:00 p.m., excluding holidays. Page 3 of 5 AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER f.Riders will schedule trips directly with PEX and an advance notice of 3 business days is required. Riders can request rides with less advance notice, but trip fulfillment is at the discretion of PEX based on its capacity to accommodate such trips. 3.Relations of Parties a.PEX shall meet quarterly, or as deemed necessary, with Oakland County Transit Division staff and staff/elected officials from Participating Communities. Regular meetings will be organized by the Oakland County Transit Division. b.PEX will work in a timely manner to address all concerns related to the contracted services presented by the Oakland County Transit Division staff and/or staff/elected officials from Participating Communities. c.PEX will collaborate with other transportation providers, Oakland County, and local communities to identify expanded geographic service areas and transfer stops to offer eligible riders expanded seamless service to other areas of the county. 4.Service Operations a.PEX will always maintain its equipment in good mechanical condition in conformity with all applicable safety regulations and will keep all vans and/or buses in clean condition, and vehicles shall be subject to inspection by Oakland County upon reasonable demand. b.PEX warrants that it now has, and will continue to have, during the term of this agreement, all necessary licenses, certifications, or other documents required by any federal or state governmental agency which authorize, permit or pertain to the operation of public transportation service. Verification of such licenses shall be presented to Oakland County upon demand. c.PEX will utilize drivers for this service who are properly qualified and lawfully licensed for the service provided in the vehicles used and have received training. Criminal background checks will be performed on all drivers. Drivers will display proper courtesy toward passengers and maintain a neat, clean appearance. Page 4 of 5 AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER d.PEX will maintain upon its vehicles appropriate signage or markings so that “People’s Express” may be identified by users of the service. PEX will abide by the policies and statements set forth in this agreement. Page 5 of 5 AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 1 of 7 AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT B 2023 PEOPLE’S EXPRESS INC. TERMS OF PAYMENT Oakland County Public Transportation Millage Funds: Total payment not to exceed $1,056,652.17 to Expand Current Services plus Remove Existing Individual Participating Community Service Boundaries. 1.Terms of Payment for Services: Payment for the Scope of Work as described in Exhibit A will be as follows: Oakland County will distribute an amount not to exceed $1,056,652.17 (One Million Fifty-six Thousand Six Hundred Fifty Two Dollars and Seventeen Cents) in Public Transportation Millage Funds to People’s Express Inc. (PEX) for the scope of work that is incorporated into this Agreement as Exhibit A. PEX will receive monthly payments as shown in the Payment Schedule table below. Except as extended, modified or amended pursuant to Article II and/or Article III of the Agreement, the Terms of Payment set forth herein shall expire on December 31, 2023. 2.Fee for Transportation Services The following factors are included in the PEX monthly fee for transportation services: a.Insurance: Increase insurance coverages to meet the County Contractor Insurance Requirements as described in Exhibit D. b.Operations: PEX anticipates an overall increase in operational costs due to expanding the service area driving boundary, anticipated increase in the overall distance of one- way trips, and projected increase in ridership. c.Fuel and Maintenance: PEX shall be responsible for fueling, cleaning and all maintenance of vehicles. Vehicles shall be maintained consistent with appropriate industry safety standards. d.Fares: Adjust the discounted fare for transportation disadvantaged individuals to $2.00 per one-way trip within the driving boundary to be consistent with other local Page 2 of 7 AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER transportation providers in the county. In addition, PEX is also offering a $4.00 fare per one-way trip within the driving boundary to the general public. e.Staff: Hire and train additional staff to enhance capacity and deliver quality services. This includes increasing the number of on-road safety officers, safety supervisors, and shift supervisors. PEX projects an increase in its total wage expenditures. f.Hours of Operation: Extend hours of service on weekdays to start three hours earlier in the morning and four hours later in the evenings (Monday-Friday from 6:00 a.m. – 9:00 p.m.) to be consistent with the other local providers. PEX is also extending Saturday hours to offer an additional three hours in the morning and introducing Sunday hours (Saturday from 6:00 a.m. – 5:00 p.m. and Sunday from 9:00 a.m. – 5:00 p.m.). g.Customer Service: Extend customer service hours for the PEX call center to take calls and book trips two hours earlier in the morning during the weekdays (Monday-Friday from 8:00 a.m. – 7:00 p.m.) to be consistent with the other local providers. h.Vehicle Fleet: Take delivery of eight additional ADA compliant Transit vans to expand the vehicle fleet to meet projected capacity needs and improve service frequency. i. Collaboration: Work with other local transportation providers and the County Transit Division to attend regular coordination meetings and explore ways to increase connectivity, expand geographic service areas, and provide seamless service for riders from one provider to another. Page 3 of 7 AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER 3.Payment Schedule 2023 Operations Transportation Service Capital Expenditures (Lump Sum) Municipal Credit (Sept-Dec Credit) Credit for Other Operating Funds As Applicable Oct* $ 89,000.00 $ - $-$ - Nov $ 89,000.00 $ - $-$ - Dec $ 89,000.00 $ - $ -$ - Jan** $ 89,000.00 $ 735,704.00 $ (35,051.83)$ - TOTAL $ 356,000.00 $ 735,704.00 $ (35,051.83) $ - * This payment is for services provided in September 2023 and assumes that the Agreement is fully ratified and executed in September 2023. ** This payment is adjusted to credit the County for four months of Municipal Credit reimbursements to PEX from SMART. Assumes total annual Municipal Credit amount of $105,155.50 from all Participating Communities. 4.Invoices a.The first payment by the County, after the Agreement is fully executed, will be made within 30 days of receipt of an invoice from PEX for the amount listed in the Payment Schedule. b.Thereafter, PEX shall submit an invoice for payment on or before the fifth day of each month, with the County making payment no later than 30 days after receipt of an invoice from PEX. c.The monthly PEX invoice shall include information regarding the number of riders; whether riders are seniors, persons with disabilities, low income, Veteran, or general public; purpose of the ride (medical, work, or shopping); and the dates rides were provided. Such information shall also be provided to the County upon request. 4.Municipal Credits The Suburban Mobility Authority for Regional Transportation (SMART) contracts with cities, villages and townships to provide Municipal Credit funds, which are made available to it by Page 4 of 7 AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER the Michigan Legislature pursuant to Michigan Public Act 51 of 1951. a.All available Municipal Credit funds for Participating Communities shall be identified on the “SMART Municipal Credit and Community Credit Contract” as “Services Purchased from Subcontractor” and shall name “People’s Express” as the Subcontractor, pursuant to an agreement to be entered into with the local communities involved. A sample “Municipal Credit Agreement” document for that purpose, to be executed by the local communities, is attached as Exhibit E. b.PEX hereby agrees to comply with all SMART Municipal Credit Program requirements, register with SMART in order to be reimbursed for applicable Participating Community Municipal Credits, and submit required documentation to SMART which may include invoices, ridership information, and proof of payment. c.Municipal Credits shall be shown as revenue for PEX and be credited quarterly on invoices to Oakland County. d.PEX agrees to credit the Oakland County invoices quarterly for Municipal Credits beginning 30 days after the first disbursement from SMART which is on or about January 2024. 5.Other Operating Funding Assistance a. PEX agrees to collaborate with the County and other transit providers to seek additional funding sources and leverage Public Transportation Millage funds. Other funding sources may include, but are not limited to: i.Local Bus Operating (LBO): This is an operating assistance program to provide funds for transportation services in both urbanized and rural areas. State program funds may be used for operating and administrative assistance. LBO funds are distributed to eligible public transit agencies according to Act 51. ii.5310 - Enhanced Mobility of Seniors and Individuals with Disabilities: This federal funding program aims to improve mobility for seniors and individuals with disabilities by removing barriers to transportation service and expanding transportation mobility options. Page 5 of 7 AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER iii.5311 - Formula Grants for Rural Areas: This federal funding program provides capital, planning, and operating assistance to support public transportation in rural areas with populations less than 50,000, where many residents often rely on public transit to reach their destinations. b.PEX agrees to credit the Oakland County invoices for any Other Operating Funding Assistance it receives for the portion of funds used in Oakland County. 6.Fare Collection from the Public a.PEX shall charge residents of Participating Communities utilizing its service $4.00 per each one-way trip within the driving boundary as shown on the 2023 PEX Service Area Map as incorporated in Exhibit A. b.PEX shall charge seniors aged 55 and older, persons with disabilities, low-income individuals, and Veterans of Participating Communities a discounted fare of $2.00 per one-way trip within the driving boundary as shown on the 2023 PEX Service Area Map as incorporated in Exhibit A. c.PEX will provide trips outside the driving boundary as shown on the 2023 PEX Service Area Map incorporated in Exhibit A to residents of Participating Communities at a fare of $4.00 per one-way trip plus $2.50 per mile driven outside the boundary. d.PEX will provide trips outside the driving boundary as shown on the 2023 PEX Service Area Map incorporated in Exhibit A for seniors aged 55 and older, persons with disabilities, low-income individuals, and Veterans of Participating Communities at a discounted fare of $2.00 per one-way trip plus a discounted rate of $1.25 per mile driven outside the boundary. e.The per mile fee for all one-way out of boundary trips is charged starting at the driving boundary and ending at the destination and vice versa. f.Fares for rides will be the sole responsibility of the rider and will be paid at the time of the ride. g.Aides or persons assisting either seniors or persons with disabilities will be permitted to ride at no cost. Page 6 of 7 AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER h.All fares paid by eligible residents are to be retained by PEX. 7.Capital Expenditures a.PEX shall take delivery of eight (8) additional ADA compliant vehicles, hereinafter referred to as “Project Vehicle(s),” from a State of Michigan approved vendor to expand and improve service in accordance with the terms and conditions of this Agreement. b.Vehicles are anticipated to be delivered within six (6) months of PEX placing the order. All capital expenditures for the purchase of the Project Vehicle(s) shall be paid by Oakland County to PEX in a lump sum in an amount not to exceed $735,704.00 (Seven Hundred Thirty-Five Thousand Seven Hundred and Four Dollars) within 30 days of Oakland County receiving notice of delivery from PEX. c.PEX agrees to use Project Vehicles for the purposes as stated in Exhibit A, which is incorporated into this Agreement. d.PEX agrees to provide all maintenance and repair of these vehicles, consistent with its responsibilities in Section 2(c), above. e.Prior to delivery of the Project Vehicle(s), PEX shall provide Oakland County with the Make, Model and VIN number(s) of the Project Vehicle(s). f.PEX is to notify Oakland County that they have taken possession of the Project Vehicle(s) and provide the date that each Project Vehicle(s) is placed in revenue service. g.PEX shall notify Oakland County of any changes, collisions or significant damage to the Project Vehicle(s). h.PEX shall retain title to Project Vehicles. No Project Vehicles shall be disposed of or reassigned without prior written approval by Oakland County. 8.Project Vehicle Disposition The Parties intend and agree that if Oakland County provides funding for capital expenditures (i.e., vehicles) to PEX and this Agreement is terminated or not renewed before any or all of the purchased vehicles reach the end of their Minimum Useful Life, as defined herein, or if a Page 7 of 7 AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER purchased vehicle is removed from service prior to the end of its Minimum Useful Life, PEX shall reimburse Oakland County for the Remaining Value of any such vehicle(s) in accordance with the following: a.For the purpose of this Agreement, the “Minimum Useful Life” of each purchased vehicle shall be determined to be five (5) years, beginning on the date the vehicle is placed into service. b.The value of each vehicle shall be depreciated on a straight-line basis according to the time each vehicle has been in service, i.e., twenty percent (20%) depreciation in value for each year the vehicle has been in service, or any fraction thereof. Thus, each vehicle will be fully depreciated five (5) years after it is put into service. c.Correspondingly, the Remaining Value of the vehicle shall be the purchase price minus depreciation. d.Any insurance proceeds obtained by PEX in connection with a vehicle which is permanently taken from service as a result of collision, fire, or other such casualty shall be applied toward the amount of reimbursement owed to Oakland County. Oakland County will then work with PEX to determine whether a replacement vehicle is to be purchased by Oakland County with transit millage funds. e.No vehicle shall be disposed of before the end of its Minimum Useful Life without prior Oakland County approval. f.PEX shall maintain financial and operating records for each vehicle for at least seven (7) years from the date of its disposal or permanent removal from service. Page 1 of 3 AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT C 2023 PEOPLE’S EXPRESS INC. PERFORMANCE REPORT TEMPLATE Page 2 of 3 AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 3 of 3 AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Page 1 of 3 AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT D 2023 PEOPLE’S EXPRESS INC. CONTRACTOR INSURANCE REQUIREMENTS During this Contract, the Contractor shall provide and maintain, at their own expense, all insurance as set forth and marked below, protecting the County against any Claims, as defined in this Contract. The insurance shall be written for not less than any minimum coverage herein specified. Limits of insurance required in no way limit the liability of the Contractor. Primary Coverages Commercial General Liability Occurrence Form including: (a) Premises and Operations; (b) Products and Completed Operations (including On and Off Premises Coverage); (c) Personal and Advertising Injury; (d) Broad Form Property Damage; (e) Broad Form Contractual including coverage for obligations assumed in this Contract; $1,000,000 – Each Occurrence Limit $1,000,000 – Personal & Advertising Injury $2,000,000 – Products & Completed Operations Aggregate Limit $2,000,000 – General Aggregate Limit $ 100,000 – Damage to Premises Rented to You (formally known as Fire Legal Liability) Workers’ Compensation Insurance with limits statutorily required by any applicable Federal or State Law and Employers Liability insurance with limits of no less than $500,000 each accident, $500,000 disease each employee, and $500,000 disease policy limit. 1.☐ Fully Insured or State approved self-insurer. 2.☐ Sole Proprietors must submit a signed Sole Proprietor form. 3.☐ Exempt entities, Partnerships, LLC, etc., must submit a State of Michigan form WC-337 Certificate of Exemption. Public Transportation Commercial Automobile Liability Insurance covering bodily injury or Page 2 of 3 AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER property damage arising out of the use of any owned, hired, or non-owned automobile with a combined single limit of $5,000,000 each accident. This requirement is waived if there are no company owned, hired or non-owned automobiles utilized in the performance of this Contract. Commercial Umbrella/Excess Liability Insurance with minimum limits of $10,000,000 each occurrence. Umbrella or Excess Liability coverage shall be no less than following form of primary coverages or broader. This Umbrella/Excess requirement may be met by increasing the primary Commercial General Liability limits to meet the combined limit requirement. Employee Dishonesty Bond including Third-Party Employee Theft Insurance Coverage will be required in the minimum amount of the grant with the County of Oakland named as an additional insured. Supplemental Coverages – As Needed 1.Cyber Liability Insurance with minimum limits of $1,000,000 per claim and $1,000,000 aggregate shall be required when the Contractor has access to County IT systems and/or stores County data electronically. 2.Directors & Officers Liability Insurance with minimum limits of $5,000,000 per claim. 3.Commercial Property Insurance. The Contractor shall be responsible for obtaining and maintaining insurance covering their equipment and personal property against all physical damage. 4.Other Insurance Coverages as may be dictated by the provided product/service and deemed appropriate by the County Risk Management Department. General Insurance Conditions The aforementioned insurance shall be endorsed, as applicable, and shall contain the following terms, conditions, and/or endorsements. All certificates of insurance shall provide evidence of compliance with all required terms, conditions and/or endorsements. Page 3 of 3 AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER 1.All policies of insurance shall be on a primary, non-contributory basis with any other insurance or self-insurance carried by the County; 2.The insurance company(s) issuing the policy(s) shall have no recourse against the County for subrogation (policy endorsed written waiver), premiums, deductibles, or assessments under any form. All policies shall be endorsed to provide a written waiver of subrogation in favor of the County; 3.Any and all deductibles or self-insured retentions shall be assumed by and be at the sole risk of the Contractor; 4.Contractors shall be responsible for their own property insurance for all equipment and personal property used and/or stored on County property; 5.The Commercial General Liability and Commercial Automobile Liability policies along with any required supplemental coverages shall be endorsed to name the County of Oakland and it officers, directors, employees, appointees and commissioners as additional insured where permitted by law and policy form; 6.If the Contractor’s insurance policies have higher limits than the minimum coverage requirements stated in this document the higher limits shall apply and in no way shall limit the overall liability assumed by the Contractor under contract. 7.The Contractor shall require its contractors or sub-contractors, not protected under the Contractor’s insurance policies, to procure and maintain insurance with coverages, limits, provisions, and/or clauses equal to those required in this Contract; 8.Certificates of insurance must be provided no less than ten (10) Business Days prior to the County’s execution of the Contract and must bear evidence of all required terms, conditions and endorsements; and provide 30 days’ notice of cancellation/material change endorsement. All insurance carriers must be licensed and approved to do business in the State of Michigan along with the Contractor’s state of domicile and shall have and maintain a minimum A.M. Best’s rating of A- unless otherwise approved by the County Risk Management Department. Page 1 of 4 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER EXHIBIT E SAMPLE MUNICIPAL CREDIT AGREEMENT BETWEEN OAKLAND COUNTY, MI AND ENTER PUBLIC BODY NAME This Municipal Credit Agreement ("Agreement") is between Oakland County ("County"), a Municipal and Cons�tu�onal Corpora�on, 1200 North Telegraph Road, Pon�ac, Michigan 48341, and [Enter Public Body Name] ("Public Body") [Enter Public Body Address]. County and Public Body may be referred to individually as a “Party” and jointly as "Par�es". PURPOSE OF AGREEMENT. WHEREAS voters passed the Oakland County Public Transportation Millage in 2022 to be levied at a maximum rate of .95 mills (95 cents per $1,000 in taxable value) for a period of 10 years extending through 2031 which replaces the local Oakland County Public Transportation Authority millage; and WHEREAS an estimated $66,163,000 will be collected in Fiscal Year 2023 that has been allocated towards supporting and expanding countywide public transportation services; and WHEREAS millage funds will be disbursed to support current public transportation services in Oakland County, to create and extend new routes to connect local communities, increase hours of operation and frequency of service, to fund related capital improvements, and improve transit opportunities for transportation disadvantaged individuals; and WHEREAS Oakland County is contracting directly with People’s Express Inc. to provide enhanced public transportation services in southwest Oakland County in the communities of Village of Milford, Milford Township, Commerce Township, Village of Wolverine Lake, City of Wixom, Lyon Township, and City of South Lyon; and Page 2 of 4 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER WHEREAS the Suburban Mobility Authority for Regional Transportation (SMART) contracts with cities, villages and townships to provide Municipal Credit funds for eligible transportation expenses, which are made available to it by the Michigan Legislature pursuant to Michigan Public Act 51 of 1951. WHEREAS pursuant to Exhibit B of the Agreement with People’s Express Inc., it is the understanding and intent that each Public Body serviced by People’s Express Inc. will elect to transfer its Municipal Credits in whole to People’s Express Inc. to be directed toward provision of transportation services to that Public Body and to help defray a portion of the payment by Oakland County to People’s Express Inc. for those services. WHEREAS County and Public Body enter into this Agreement pursuant to the Urban Coopera�on Act of 1967, 1967 Public Act 7, MCL 124.501 et seq., for the purpose of County distribu�ng a por�on of its Public Transporta�on Millage funds to provide public transporta�on services for residents of the Public Body. NOW THEREFORE in light of the mutual promises, obliga�ons, representa�ons, and other valuable considera�on, the sufficiency of which is hereby acknowledged, the Par�es agree to the following: 1.Public Body Assurances/Responsibilities. 1.1. Public Body shall dedicate all available Municipal Credit funds as identified on the “SMART Municipal Credit and Community Credit Contract” as “Services Purchased from Subcontractor” and name “People’s Express Inc.” as the Subcontractor for each year of the life of the People’s Express contract with Oakland County. Oakland County shall have the authority to seek enforcement of this agreement in accordance with all remedies provided by law. Page 3 of 4 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER 2.Notice. 2.1. All notices required under this contract shall be in writing. Notices shall be effective: a) the next business day, if personally delivered; b) the third business day, if sent by U.S. mail, postage prepaid, return receipt requested; c) the next business day, if sent by a nationally recognized express courier with a reliable tracking system; or d) the next business day with a written response or receipt of confirmation, if sent by e- mail or fax. In each case Notice shall be sent to: For Public Body: XXX For Oakland County: Eli Cooper Transit Division Manager 2100 Pontiac Lake Rd, Bldg. 41W Waterford, MI 48328 With a copy sent to: Solon Phillips Corporation Counsel 1200 N. Telegraph Rd, Bldg. 14E Pontiac, MI 48341 Page 4 of 4 INTERLOCAL AGREEMENT OAKLAND COUNTY EXECUTIVE, DAVID COULTER Authoriza�on and Comple�on of Agreement. The Par�es have taken all ac�ons and secured all approvals and authoriza�ons necessary to execute this Agreement. The persons signing this Agreement on behalf of each Party represent that they have legal authority to sign this Agreement and bind the Par�es to the terms and condi�ons contained herein. IN WITNESS WHEREOF, NAME, TITLE, PUBLIC BODY, hereby acknowledges that he/she has been authorized by a resolu�on of the PUBLIC BODY, a cer�fied copy of which is atached, to execute this Agreement on behalf of Public Body and hereby accepts and binds Public Body to the terms and condi�ons of this Agreement. EXECUTED: ____________________________________ DATE: _______________ NAME, TITLE PUBLIC BODY WITNESSED: ___________________________________ DATE: _______________ PUBLIC BODY IN WITNESS WHEREOF, David T. Woodward, Chairperson, Oakland County Board of Commissioners, hereby acknowledges that he has been authorized by a resolu�on of the Oakland County Board of Commissioners to execute this Agreement on behalf of Oakland County, and hereby accepts and binds Oakland County to the terms and condi�ons of this Agreement. EXECUTED: ____________________________________ DATE: _______________ David T. Woodward, Chairperson Oakland County Board of Commissioners WITNESSED: ___________________________________ DATE: _______________ Oakland County Board of Commissioners County of Oakland