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HomeMy WebLinkAboutAGENDA REPORT 2020 1021 CCSA REG ITEM 09CCITY OF MOORPARK, 
CALIFORNIA City Council Meeting of October 21, 2020 ACTION Approved Staff Recommendation. (Roll Call Vote: Unanimous). BY B.Garza. C. Consider Award of Agreement to RideCo Inc. for a Pilot Mobility On Demand Rideshare Program. Staff Recommendation: Authorize award of Agreement to RideCo Inc. with two, one-year renewal options, for a Pilot Mobility On Demand Rideshare Program for a not-to-exceed amount of $545,500, subject to final language approval of the City Manager and City Attorney, and authorize the City Manager to sign the Agreement. (Staff: Shaun Kroes) Item: 9.C. MOORPARK CITY COUNCIL AGENDA REPORT TO: Honorable City Council FROM: Shaun Kroes, Program Manager DATE: 10/21/2020 Regular Meeting SUBJECT: Consider Award of Agreement to RideCo Inc. for a Pilot Mobility On Demand Rideshare Program SUMMARY Staff is requesting that City Council approve a one-year Agreement with two one-year renewal options (attached) with RideCo Inc. (RideCo) for a Pilot Mobility On Demand Rideshare Program. The request comes after City Council previously authorized staff to release a Request for Proposal (RFP) for the Pilot Mobility On Demand Rideshare Program. City staff conducted an evaluation of four qualified firms that provide d proposals in response to the RFP. BACKGROUND On April 8, 2020, the City Council approved a RFP for a Pilot Mobility On Demand Rideshare Program (Pilot project). The intention of the Pilot project is to explore the feasibility of replacing portions of the City’s fixed-route bus service with a general Dial-A-Ride service that is intended to provide more efficient service to the City’s residents at a reduced cost. The City’s RFP included the following general concepts:  Three vehicles with a seating capacity of eight to 12 passengers per vehicle. At least one of the vehicles must be ADA accessible and have capacity for at least one mobility device, but preferably two mobility devices. The vendor would also have to have access to additional ADA accessible vehicles if the primary vehicle is down for service. The three vehicles would be wrapped with a City-approved design and be dedicated to the City’s program.  The service would not be door-to-door; instead, the vendor and City staff would agree on designed “virtual stops” throughout the City where passengers could wait for a vehicle to pick them up. Similarly, the passengers would then be Item: 9.C. 41 Honorable City Council 10/21/2020 Regular Meeting Page 2 dropped off at pre-approved “virtual stops”. By having designated pickup and drop off points the system can operate more efficiently.  The service would be offered from 6:00 a.m. to 6:00 p.m., Monday through Friday, excluding specific City holidays.  There are three core pieces of the Pilot project: 1. Upon selection and award to a contractor, City staff would develop the actual Pilot project, including finalizing vehicle design, establishing fares, and identifying the “virtual stops”. The Pilot project would then be presented to City Council for approval; 2. Pilot project implementation and operation; 3. Marketing of the Pilot project.  The RFP proposes a one-year Agreement, with two additional one-year renewals, contingent upon success of the Pilot project.  The goal of the Pilot project will be to reduce the number of revenue hours that the City’s fixed-route bus service is in operation during non-peak service hours, including potentially not operating fixed-route service during the summer. The RFP was released on April 9, 2020. Proposals were mailed to a number of potential vendors and the RFP was submitted to www.mygovwatch.com, www.caltransit.org, and was published on the City’s website. The RFP was also advertised in the Ventura County Star on April 11, 2020. An optional pre-proposal meeting was held via Zoom on May 7, 2020, at 1:30 p.m. Several firms participated in the meeting. The City received a number of questions from potential vendors. Proposals were originally due on June 23, 2020; however, staff delayed the proposal deadline to July 24, 2020, in order to finalize responses to all submitted questions as well as make changes to the RFP documents in response to working with the Ventura County Transportation Commission (VCTC) to obtain $100,000 in Federal Transit Administration (FTA) Section 5307 funding for the Pilot project. Below is a list of the Addendums:  Addendum 1 (released 06/02/2020): Delayed RFP deadline from 06/23/2020 to 07/24/2020.  Addendum 2 (released 06/16/2020): Added FTA language in response to receipt of $100,000 in FTA 5307 funding & provided a response to 104 submitted questions/requests for clarification.  Addendum 3 (released 07/08/2020): Continued adjustments of FTA-required language and removed Liquidated Damages assessment due to the nature of the City’s Pilot project.  Addendum 4 (released 07/21/2020): Provided clarification of Disadvantaged Business Enterprise requirements. 42 Honorable City Council 10/21/2020 Regular Meeting Page 3 On July 24, 2020, the City received four proposals (listed alphabetically below):  CharterUp LLC  First Transit, Inc.  RideCo Inc.  TransLoc Inc. DISCUSSION All four firms were interviewed on August 14, 2020. The interview panel consisted of the City’s Public Works Program Manager and Public Works Administrative Assistant II. The City also recruited the assistance of colleagues from the City of Thousand Oaks (Thousand Oaks) and Gold Coast Transit District (Gold Coast). While staff from Thousand Oaks and Gold Coast provided their feedback to City staff, ultimate scoring of the firms was completed by City staff. At the conclusion of the interviews all panelists agreed on two top firms, First Transit and RideCo. Both firms had innovative proposals and prior experience that was applicable to the City’s Pilot project. RideCo proposes to subcontract the vehicle operation service to Opoli, Inc. First Transit would perform vehicle operation services within its company. Per the City’s RFP, the City had the option to negotiate with any qualified firm after initial proposals were received. Based on the presentations the interview panelists agreed that City staff should request pricing adjustments from First Transit and RideCo based on the following considerations: 1. RideCo was requested to provide updated pricing based on the concept of adding security cameras to each transit vehicle. Security cameras were not a requirement of the RFP; however, based on the presentations of other firms the City wanted to have security camera costs factored into RideCo ’s proposal. 2. First Transit was requested to provide updated pricing based on the concept of not having to procure its own facility for storage of the transit vehicles in the City of Moorpark. The other proposers had proposed various locations for vehicle storage that appeared to have significant cost savings compared to First Transit’s proposal. First Transit was requested to provide revised pricing based upon the concept of being permitted to store its vehicles at the Moorpark Public Services Facility. Table 1 on the following page provides a breakdown of pricing submitted by each firm. 43 Honorable City Council 10/21/2020 Regular Meeting Page 4 Table 1: Pricing Proposals Cost Description RideCo Revised TransLoc CharterUP First Transit Revised Project Kickoff $20,000.00 $0.00 $8,100.00 $16,048.99 Year 1 Price $51.05 $68.00 $45.00 $68.73 Year 1 Price Total $470,476.80 $626,688.00 $414,720.00 $633,415.68 Year 2 Price $51.29 $72.00 $46.00 $67.52 Year 2 Price Total $472,688.64 $663,552.00 $423,936.00 $622,264.32 Year 3 Price $52.83 $75.00 $47.00 $69.83 Year 3 Price Total $486,881.28 $691,200.00 $433,152.00 $643,553.28 Subtotal (Year 1 - 3)$1,430,046.72 $1,981,440.00 $1,271,808.00 $1,899,233.28 Transaction Fee $0.3+2.9% -2.50% $15,629.96 Transaction Fee (annual)$3,870 $750 $15,629.96 Subtotal (3 years)$11,610 $2,250 $46,890 Marketing - Year 1 $50,000 $44,856 $52,800 $50,000 Marketing - Year 2 $10,000 $44,856 $55,440 $50,000 Marketing - Year 3 $10,000 $44,856 $58,212 $50,000 Subtotal (marketing)$70,000 $134,568 $166,452 $150,000 Grand Total 1,523,917$ 2,116,008$ 1,447,110$ 2,080,912$ Note: Transaction Fee Total assumes 10,000 transactions and $30,000 in revenue collected each year. TransLoc (no transaction fee provided). First Transit Transaction Fee appears to be a flat $15,629.96 per year. Due to the fluctuation in each firm’s proposals for Project Kickoff, Transaction Fees, and Marketing, Table 2 below provides a summary of Operational Costs Only. Table 2: Operation Cost Only Cost (operations only) Year 1 Year 2 Year 3 Total CharterUp $414,720.00 $423,936.00 $433,152.00 $1,271,808.00 RideCo - Revised $470,476.80 $472,688.64 $486,881.28 $1,430,046.72 First Transit - Revised $633,415.68 $622,264.32 $643,553.28 $1,899,233.28 TransLoc $626,688.00 $663,552.00 $691,200.00 $1,981,440.00 City staff evaluated and scored each firm based on the criteria established in the RFP:  Project Approach and Work Plan (35%)  Relevant Experience and Proposed Team (30%)  Proposed Vehicles (10%)  Cost – in relation to other firms (25%) Table 3 on the following page provides the scores of each firm: 44 Honorable City Council 10/21/2020 Regular Meeting Page 5 Table 3: Firm Score Firm Approach Experience Vehicles Cost Total Score CharterUp 20 15 8 25 68 RideCo - Revised 35 28 10 24 97 First Transit - Revised 30 30 10 23 93 TransLoc 25 20 10 23 78 Based on the cumulative score, staff is recommending awarding an Agreement to RideCo. As previously mentioned, the City was able to obtain $100,000 in FTA 5307 funds for the project. One of the conditions of the FTA funding is that City staff must determine if the rates for the proposed service are reasonable. The City’s Pilot project is somewhat unique compared to other Dial-A-Ride services in the area in that this service is intended to be technology driven, with on demand service being provided within 15-20 minutes of a passenger’s request. Table 4 below provides a few price comparison s of other transit services, though it should be noted that every service has its own unique characteristics and each service may have additional costs that are not fully captured in their Revenue Hourly Rate. Table 4: Local Revenue Hour Rates Local Agency Service Hourly Rate Moorpark Bus $104.64 Moorpark DAR $87.89 Camarillo DAR $74.95 Valley Express DAR $69.79 Gold Coast DAR*$66.78 RideCo $51.05 *Gold Coast has additional costs for fuel, vehicles, and software. Based on the Revenue Hour Rates that staff has been able to identify locally, the Hourly Rate proposed by RideCo appears to be within reason. FISCAL IMPACT A full year of the Pilot On Demand Rideshare Program is anticipated to cost $545,500; however, only six months of service is expected to take place in fiscal year (FY) 2020/21 and with only two revenue service vehicles instead of three vehicles. Moorpark City Transit’s bus routes will also operate during the pilot period, though City staff may return with proposed service hour adjustments based on current ridership trends. The projected six-month expenditure is $201,827 and is expected to cover $20,000 in Project Kick-off Costs, $156,827 in Revenue Hour Services, and $25,000 in marketing costs. There are sufficient appropriations to cover the new program. 45 Honorable City Council 10/21/2020 Regular Meeting Page 6 The following expense lines in FY 2020/21 Budget are expected to cover the expenditures:  2414.430.P0011.51000 ($100,000)  2001.430.P0011.51000 ($101,827) COUNCIL GOAL COMPLIANCE This action does not support a current specific strategic goal and objective, but supports the City Council’s Strategy to Improve Mobility through Transportation and Transit Improvements Citywide. STAFF RECOMMENDATION Authorize award of Agreement to RideCo Inc. with two, one-year renewal options, for a Pilot Mobility On Demand Rideshare Program for a not-to-exceed amount of $545,500, subject to final language approval of the City Manager and City Attorney, and authorize the City Manager to sign the Agreement. Attachment: Draft Agreement 46 ATTACHMENT 1 AGREEMENT BETWEEN THE CITY OF MOORPARK AND RIDECO INC. FOR A PILOT MOBILITY ON DEMAND RIDESHARE PROGRAM THIS AGREEMENT, made and effective as of this _________ day of ________________________, 202_, between the City of Moorpark, a municipal corporation (“City”) and RideCo Inc., a corporation (“Contractor”). In consideration of the mutual covenants and conditions set forth herein, the parties agree as follows: WHEREAS, City desires to establish a pilot mobility on demand rideshare program; and WHEREAS, Contractor specializes in providing such services and has the proper work experience, certifications, and background to carry out the duties involved; and WHEREAS, Contractor has submitted to City a Proposal dated July 24, 2020, which is attached hereto as Exhibit A. NOW, THEREFORE, in consideration of the mutual covenants, benefits, and premises herein stated, the parties hereto agree as follows: 1. TERM The term of this Agreement shall be from the date of execution to the completion of the project on December 31, 2021, unless this Agreement is terminated or suspended pursuant to this Agreement. This Agreement can be extended by up to two (2) additional years, in consecutive one-year increments by mutual written agreement. The City shall advise Contractor of its intention to continue for an additional period at least ninety (90) days prior to the end of this Agreement. 2. SCOPE OF SERVICES City does hereby retain Contractor, as an independent contractor, in a contractual capacity to provide a pilot mobility on demand rideshare program, as set forth in Exhibit A and Exhibit B. In the event there is a conflict between the provisions of Exhibit A, Exhibit B and this Agreement, the language contained in this Agreement shall take precedence. Contractor shall perform the tasks described and set forth in Exhibit A and Exhibit B. Contractor shall complete the tasks according to the schedule of performance, which is also set forth in Exhibit A and Exhibit B. Compensation for the services to be performed by Contractor shall be in accordance with Exhibit C. Compensation shall not exceed the rates or total contract value of five hundred forty-five thousand five hundred dollars ($545,500.00), without a written amendment to the Agreement executed by both parties. Payment by City to Contractor shall be in accordance with the provisions of this Agreement. 47 2 3. DEFINITIONS “Passenger” shall mean any person utilizing the services provided by the Contractor as described in Exhibit B. “Vehicle” or “backup vehicle” shall mean a bus or van designated by the Contractor for use in providing services under this Agreement, including but not limited to a primary vehicle, any additional wheelchair accessible vehicle and a backup or replacement vehicle if needed due to a mechanical breakdown, traffic incident, or any reason whatsoever to provide transportation services under this Agreement. The backup or replacement vehicle shall be equipped with a wheelchair lift and be of the size, capacity, and design specified in Exhibit B, or, there shall be a secondary wheelchair accessible vehicle that will serve as a backup vehicle to the primary wheelchair accessible vehicle. All vehicles shall be in a safe and good working order. The City shall have the right to approve the suitability of any vehicle used by the Contractor under this Agreement. “Revenue hours” shall mean the time when a vehicle is available to the general public and there is an expectation of carrying passengers. Revenue hour does not include leaving or returning to the garage or yard facility or time when a driver is on an unpaid break/lunch. 4. PERFORMANCE Contractor shall at all times faithfully, competently and to the best of their ability, experience, standard of care, and talent, perform all tasks described herein. Contractor shall employ, at a minimum, generally accepted standards and practices utilized by persons engaged in providing similar services as are required of Contractor hereunder in meeting its obligations under this Agreement. 5. MANAGEMENT The individual directly responsible for Contractor’s overall performance of the Agreement provisions herein above set forth and to serve as principal liaison between City and Contractor shall be Ben Brubaker, and no other individual may be substituted without the prior written approval of the City Manager. The City’s contact person in charge of administration of this Agreement, and to serve as principal liaison between Contractor and City, shall be the City Manager or the City Manager’s designee. 48 3 6. PAYMENT Taxpayer ID or Social Security numbers must be provided, on an IRS W-9 form, before payments may be made to vendors. Compensation for services to be performed by the Contractor shall not exceed the daily rate submitted in the Contractor’s Cost Proposal Form in Exhibit C without additional authorization by the City. Services shall be billed in accordance with Contractor’s proposal as it is accepted by the City. The City shall only pay for services actually rendered. Services rendered shall specifically exclude time for travel to and from the Contractor’s storage facility and downtime for road assistance. The City agrees to pay Contractor monthly, in accordance with the payment rates and terms and the schedule of payment as set forth in Exhibit C, based upon actual time spent on the above tasks. This amount shall not exceed five hundred forty-five thousand five hundred dollars ($545,500.00) for the total term of the Agreement unless additional payment is approved as provided in this Agreement. Contractor shall not be compensated for additional services rendered in connection with its performance of this Agreement, unless such additional services and compensation are authorized, in advance, in a written amendment to the agreement executed by both parties. The City Manager, if authorized by City Council, may approve additional work not to exceed ten percent (10%) of the amount of the Agreement. Contractor shall submit invoices monthly for actual services performed. Invoices shall be submitted on or about the first business day of each month, or as soon thereafter as practical, for services provided in the previous month. Invoices shall be accompanied with attachments specified in Exhibit B. Payment shall be made within thirty (30) days of receipt of each invoice as to all non-disputed fees. Any expense or reimbursable cost appearing on any invoice shall be accompanied by a receipt or other documentation subject to approval of the City Manager. If the City disputes any of Contractor’s fees or expenses it shall give written notice to Contractor within thirty (30) days of receipt of any disputed fees set forth on the invoice. 7. TERMINATION OR SUSPENSION WITHOUT CAUSE This Agreement, or portions thereof, may be terminated, cancelled or suspended in any one of the following manners: 1) By mutual written agreement of the parties. 2) Upon ten (10) days written notice by City or thirty (30) days written notice by Contractor, with or without cause. 3) If in the sole subjective judgment of City at any time or times after the execution of this Agreement, Contractor fails to perform the services required to be provided in accordance with the terms hereof, or fails to comply with any of the requirements and terms of this Agreement the City, upon at least seventy-two (72) hours written notice to Contractor, and without prejudice to any other 49 4 remedies the City may have, may terminate Contractor's services and any obligations the City may otherwise have under this Agreement. The written notice shall instruct Contractor to cease its services as of a specified day, and City shall have no further obligation to pay for services tendered or otherwise after such date. 4) If in the sole subjective judgment of City at any time or times after the execution of this Agreement Contractor fails to maintain in force throughout the term of this Agreement, including any extensions thereof, the insurance coverage required herein, or Contractor effects any willful acts or omissions that endanger the public health and safety, the City may immediately, without prior notification, and without prejudice to any other remedies the City may have, suspend Contractor’s services and any obligations the City may otherwise have under this Agreement. Upon receiving written notice of immediate suspension, Contractor shall have up to fourteen (14) days to cure or remedy cause for suspension; however the City may, at the City’s sole discretion, terminate this Agreement within the suspension period. Should the Contractor cure or remedy the cause for suspension, and the cure or remedy is accepted, in writing, by the City, Contractor may resume services. 8. BACKGROUND CHECKS Contractor shall be registered with the Department of Justice as a Human Resources Agency. Contractor shall at a minimum perform background checks on drivers utilizing a vendor such as Live Scan to ensure that drivers with inappropriate backgrounds are not employed to provide services under this Agreement. Drivers shall have no felony conviction history. 9. DEFAULT OF CONTRACTOR The Contractor’s failure to comply with the provisions of this Agreement shall constitute a default. In the event that Contractor is in default for cause under the terms of this Agreement, City shall have no obligation or duty to continue compensating Contractor for any work performed after the date of default and can terminate or suspend this Agreement immediately by written notice to the Contractor. If such failure by the Contractor to make progress in the performance of work hereunder arises out of causes beyond the Contractor’s control, and without fault or negligence of the Contractor, it shall not be considered a default. If the City Manager or the City Manager’s designee determines that the Contractor is in default in the performance of any of the terms or conditions of this Agreement, designee shall cause to be served upon the Contractor a written notice of the default. The Contractor shall have fourteen (14) days after service upon it of said notice in which to cure the default by rendering a satisfactory performance. In the event that the Contractor fails to cure its default within such period of time, the City shall have the right, notwithstanding any other provision of this Agreement, to terminate this 50 5 Agreement without further notice and without prejudice to any other remedy to which it may be entitled at law, in equity or under this Agreement. 10. LIQUIDATED DAMAGES Liquidated Damages will not be assessed as part of this Agreement. 11. OWNERSHIP OF DOCUMENTS Contractor shall maintain complete and accurate records with respect to sales, costs, expenses, receipts, and other such information required by City that relate to the performance of services under this Agreement. Contractor shall maintain adequate records of services provided in sufficient detail to permit an evaluation of services. All such records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the representatives of City or the City’s designees at reasonable times to such books and records; shall give the City the right to examine and audit said books and records; shall permit City to make transcripts therefrom as necessary; and shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement. Notification of audit shall be provided at least thirty (30) days before any such audit is conducted. Such records, together with supporting documents, shall be maintained for a period of three (3) years after receipt of final payment. Upon completion of, or in the event of termination or suspension without cause of this Agreement, all original documents, designs, drawings, maps, models, computer files, surveys, notes, and other documents prepared in the course of providing the services to be performed pursuant to this Agreement shall become the sole property of the City and may be used, reused, or otherwise disposed of by the City without the permission of the Contractor. With respect to computer files, Contractor shall make available to the City, at the Contractor’s office and upon reasonable written request by the City, the necessary computer software and hardware for purposes of accessing, compiling, transferring, and printing computer files. 12. INDEMNIFICATION AND HOLD HARMLESS Contractor shall indemnify, defend and hold harmless City, and any and all of its officers, employees, and agents (“City Indemnitees”) from and against any and all causes of action, claims, liabilities, obligations, judgments, or damages, including reasonable legal counsels’ fees and costs of litigation (“claims”), arising out of the Contractor’s performance of its obligations under this Agreement or out of the operations conducted by Contractor, including the City’s active or passive negligence, except for such loss or damage arising from the sole negligence or willful misconduct of the City. In the event the City Indemnitees are made a party to any action, lawsuit, or other adversarial proceeding arising from Contractor’s performance of this Agreement, the Contractor shall provide a defense to the City Indemnitees or at the City’s option 51 6 reimburse the City Indemnitees their costs of defense, including reasonable legal counsels’ fees incurred in defense of such claims. Contractor agrees to obtain executed indemnity agreements with provisions identical to those set forth in this Section from each and every subcontractor, or any other person or entity involved by, for, with, or on behalf of Contractor in the performance of this Agreement. In the event Contractor fails to obtain such indemnity obligations from others as required here, Contractor agrees to be fully responsible according to the terms of this Section. Failure of City to monitor compliance with these requirements imposes no additional obligations on City and will in no way act as a waiver of any rights hereunder. This obligation to indemnify and defend City as set forth here is binding on the successors, assigns, or heirs of Contractor and shall survive the termination of this Agreement or this Section. City does not and shall not waive any rights that it may have against Contractor by reason of this Section, because of the acceptance by City, or the deposit with City, of any insurance policy or certificate required pursuant to this Agreement. The hold harmless and indemnification provisions shall apply regardless of whether or not said insurance policies are determined to be applicable to any losses, liabilities, damages, costs, and expenses described in this Section. 13. INSURANCE Contractor shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit I attached hereto and incorporated herein by this reference as though set forth in full. 14. INDEPENDENT CONTRACTOR Contractor is and shall at all times remain as to the City a wholly independent Contractor. The personnel performing the services under this Agreement on behalf of Contractor shall at all times be under Contractor’s exclusive direction and control. Neither City nor any of its officers, employees, or agents shall have control over the conduct of Contractor or any of Contractor’s officers, employees, or agents, except as set forth in this Agreement. Contractor shall not at any time or in any manner represent that it or any of its officers, employees, or agents are in any manner officers, employees, or agents of the City. Contractor shall not incur or have the power to incur any debt, obligation, or liability against City, or bind City in any manner. No employee benefits shall be available to Contractor in connection with the performance of this Agreement. Except for the fees paid to Contractor as provided in the Agreement, City shall not pay salaries, wages, or other compensation to Contractor for performing services hereunder for City. City shall not be liable for compensation or indemnification to Contractor for injury or sickness arising out of performing services hereunder. 52 7 15. LEGAL RESPONSIBILITIES The Contractor shall keep itself informed of local, state and federal laws and regulations which in any manner affect those employed by it or in any way affect the performance of its service pursuant to this Agreement. The Contractor shall at all times observe and comply with all such laws and regulations, including but not limited to the Americans with Disabilities Act, Federal Transit Administration (FTA) requirements as specified in Exhibit “J”, and Occupational Safety and Health Administration laws and regulations. The City, and its officers and employees, shall not be liable at law or in equity occasioned by failure of the Contractor to comply with this Section. 16. ANTI DISCRIMINATION Neither the Contractor, nor any subcontractor under the Contractor, shall discriminate in employment of persons upon the work because of race, religious creed, color, national origin, ancestry, physical disability, mental disability, medical condition, genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, or military and veteran status of such person; or any other basis protected by applicable federal, state, or local laws, except as provided in Section 12940 of the Government Code. The Contractor shall have responsibility for compliance with this Section, if applicable [Labor Code Sec. 1735]. 17. UNDUE INFLUENCE Contractor declares and warrants that no undue influence or pressure is used against or in concert with any officer or employee of the City in connection with the award, terms or implementation of this Agreement, including any method of coercion, confidential financial arrangement, or financial inducement. No officer or employee of the City will receive compensation, directly or indirectly from Contractor, or any officer, employee or agent of Contractor, in connection with the award of this Agreement or any work to be conducted as a result of this Agreement. Violation of this Section shall be a material breach of this Agreement entitling the City to any and all remedies at law or in equity. 18. NO BENEFIT TO ARISE TO LOCAL EMPLOYEES No member, officer, or employee of the City, or their designees or agents, and no public official who exercises authority over or responsibilities with respect to the Services during his/her tenure or for one (1) year thereafter, shall have any interest, direct or indirect, in any agreement or sub-agreement, or the proceeds thereof, for work to be performed in connection with the Services performed under this Agreement. 19. CONFLICT OF INTEREST Contractor covenants that neither they nor any officer or principal of their firm have any interests, nor shall they acquire any interest, directly or indirectly, which will 53 8 conflict in any manner or degree with the performance of their services hereunder. Contractor further covenants that in the performance of this Agreement, they shall employ no person having such interest as an officer, employee, agent, or subcontractor. Contractor further covenants that Contractor has not contracted with nor is performing any services directly or indirectly, with the developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) and/or public agency(ies) owning property and/or processing an entitlement application for property in the City or its Area of Interest, now or within the past one (1) year, and further covenants and agrees that Contractor and/or its subcontractors shall provide no service or enter into any contract with any developer(s) and/or property owner(s) and/or firm(s) and/or partnership(s) and/or public agency(ies) owning property and/or processing an entitlement application for property in the City or its Area of Interest, while under contract with the City and for a one (1) year time period following termination of this Agreement. 20. NOTICE Any notice to be given pursuant to this Agreement shall be in writing, and all such notices and any other document to be delivered shall be delivered by personal service or by deposit in the United States mail, certified or registered, return receipt requested, with postage prepaid, and addressed to the party for whom intended as follows: To: City Manager City of Moorpark 799 Moorpark Avenue Moorpark, California 93021 To: Chief Executive Officer RideCo Inc. 279 Weber St. N, Unit 101 Waterloo, Ontario, Canada N2J 3H8 Either party may, from time to time, by written notice to the other, designate a different address or contact person, which shall be substituted for the one above specified. Notices, payments and other documents shall be deemed delivered upon receipt by personal service or as of the third (3rd) day after deposit in the United States mail. 21. CHANGE IN NAME Should a change be contemplated in the name or nature of the Contractor’s legal entity, the Contractor shall first notify the City in order that proper steps may be taken to have the change reflected in the Agreement documents. 54 9 22. ASSIGNMENT Contractor shall not assign this Agreement or any of the rights, duties or obligations hereunder. It is understood and acknowledged by the parties that Contractor is uniquely qualified to perform the services provided for in this Agreement. 23. LICENSES At all times during the term of this Agreement, Contractor shall have in full force and effect, all licenses required of it by law for the performance of the services in this Agreement. 24. VENUE AND GOVERNING LAW This Agreement is made, entered into, and executed in Ventura County, California, and any action filed in any court or for arbitration for the interpretation, enforcement or other action of the terms, conditions, or covenants referred to herein shall be filed in the applicable court in Ventura County, California. The City and Contractor understand and agree that the laws of the State of California shall govern the rights, obligations, duties, and liabilities of the parties to this Agreement and also govern the interpretation of this Agreement. 25. COST RECOVERY In the event any action, suit or proceeding is brought for the enforcement of, or the declaration of any right or obligation pursuant to this Agreement or as a result of any alleged breach of any provision of this Agreement, the prevailing party shall be entitled to recover its costs and expenses from the losing party, and any judgment or decree rendered in such a proceeding shall include an award thereof. 26. ENTIRE AGREEMENT This Agreement and the Exhibits attached hereto contain the entire understanding between the parties relating to the obligations of the parties described in this Agreement. All prior or contemporaneous agreements, understandings, representations, and statements, oral or written, are merged into this Agreement and shall be of no further force or effect. Each party is entering into this Agreement based solely upon the representations set forth herein and upon each party’s own independent investigation of any and all facts such party deems material. Exhibit A (Contractor’s Proposal), Exhibit B (Scope of Services), Exhibit C (Proposal Cost Form and Addenda Acknowledgment), Exhibit D (Proposer Reference Form), Exhibit E (Vehicle Identification Form), Exhibit F (List of Subcontractors), Exhibit G (Moorpark City Transit Rules), Exhibit I (Insurance Requirements), Exhibit J (FTA Requirements), Exhibit K (Non-Collusion Affidavit Form), Exhibit L (Lobbying 55 10 Certification), Exhibit M (Disadvantaged Business Enterprise), Exhibit N (Certification of Primary Participant Regarding Debarment, Suspension, and Other Responsibility Matters), Exhibit O (Federal Motor Vehicle Safety Standards), and Exhibit P (Workers’ Compensation Insurance Certificate), Addendums No. 1 through No. 4, and Exhibit Q (Vehicle Storage) are hereby incorporated and made a part of this Agreement. 27. CAPTIONS OR HEADINGS The captions and headings of the various Articles, Paragraphs, and Exhibits of this Agreement are for convenience and identification only and shall not be deemed to limit or define the content of the respective Articles, Paragraphs, and Exhibits hereof. 28. AMENDMENTS Any amendment, modification, or variation from the terms of this Agreement shall be in writing and shall be effective only upon approval by both parties to this Agreement. 29. PRECEDENCE In the event of conflict, the requirements of the City’s Request for Proposal, if any, and this Agreement shall take precedence over those contained in the Contractor’s Proposal. 30. INTERPRETATION OF AGREEMENT Should interpretation of this Agreement, or any portion thereof, be necessary, it is deemed that this Agreement was prepared by the parties jointly and equally, and shall not be interpreted against either party on the ground that the party prepared the Agreement or caused it to be prepared. 31. WAIVER No waiver of any provision of this Agreement shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any such waiver constitute a continuing or subsequent waiver of the same provision. No waiver shall be binding unless executed in writing by the party making the waiver. 32. AUTHORITY TO EXECUTE The person or persons executing this Agreement on behalf of the Contractor warrants and represents that he/she has the authority to execute this Agreement on behalf of the Contractor and has the authority to bind Contractor to the performance of obligations hereunder. 56 11 IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed the day and year first above written. CITY OF MOORPARK RIDECO INC. __________________________________ __________________________________ Troy Brown, City Manager Prem Gururajan, Director Attest: __________________________________ Ky Spangler, City Clerk 57 12 EXHIBIT A PROPOSAL [RideCo Proposal inserted on the following page] 58 City of Moorpark Request for Proposal for Pilot Mobility On Demand Rideshare Program Due: July 24, 2020 at 3:00PM PST EXHIBIT A 13 59 Table of Contents A. Cover Letter ...................................................................................................................................... 1 B. Statement of Project Understanding ................................................................................................ 2 C. Project Approach .............................................................................................................................. 4 A. Service Model Overview ............................................................................................................... 4 B. Fleet ............................................................................................................................................ 13 C. Technology Platform and Hardware Requirements ................................................................... 14 D. Operators .................................................................................................................................... 24 E. Performance Evaluation Plan ...................................................................................................... 25 F. Accessibility ................................................................................................................................. 28 G. Marketing and Promotions Plan ................................................................................................. 32 H. System and User Training and Support....................................................................................... 34 D. Work Plan ........................................................................................................................................ 39 E. Project Timeline .............................................................................................................................. 55 F. Relevant Experience, Past Performance, References, and Key Team Members ............................ 57 G. Other Information ........................................................................................................................... 76 H. Proof of Insurance ........................................................................................................................... 79 I. Required Forms ............................................................................................................................... 80 14 60 To: The City of Moorpark Attn: Shaun Kroes Re: Request for Proposal for Pilot Mobility On Demand Rideshare Program The following is RideCo Inc.’s response to Moorpark’s Pilot Mobility On-Demand Rideshare Program, Request for Proposals. RideCo is a wholly owned subsidiary of Transit Labs, located 279 Weber St. N, Unit 101, Waterloo, Ontario, Canada. RideCo’s Chief Executive Officer and sole Director is Prem Gururajan; he can be reached at (519) 635-7736. RideCo’s bid includes a fleet partner called Opoli Inc, a subsidiary of EvolTaxi, located at 305 N Marguerita Avenue #24 Alhambra, California. Their President and CEO is Shawn A. Chavira; he can be reached at (323) 972-5832. Opoli, and its parent company, bring extensive experience from managing over 1800 vehicle operators who complete more than million trips annually. As a marketing partner, RideCo includes Ready Artwork, located at 434 W. Foothill Blvd, Monrovia, California. Their Chief Executive Officer is Victor Huynh, who can be reached at (626) 400- 4511 (ext. 300). They bring significant experience marketing microtransit projects from their work in Monrovia and Los Angeles. RideCo and its partners have a firm and comprehensive understanding of Moorpark’s goals to (1) expand mobility options within the City, including areas of the City not currently serviced by fixed- route service (2) provide public transit service more effectively than the City’s current fixed route service (3) increase dependability of transit service for passengers, including passenger knowledge of estimated time of arrival (4) reduce current fixed-route service hours to specific peak-performance hours while on demand service provides service throughout the day. We understand that these goals relate directly to the specific pilot objectives to (1) test the impact of Mobility on Demand Rideshare Service through a short-term project model (2) better understand demand and willingness to use a rideshare service (3) acquire data to allow for detailed analysis of service performance and opportunities for improvements (4) improve alternative transportation options compared to personal vehicles or traditional single occupancy transportation networking companies through competitive or reduced travel times, convenience, cost effectiveness and improved overall trip experience and (5) reduce congestion and improve traffic flow by reducing vehicles on the road. Matthew Monteyne (primary contact/negotiator) Fax: 1-866-837-2786 VP – Business Development Address: 279 Weber St. N, Unit 101 Email: proposals@rideco.com Waterloo, Ontario, Canada, Office: 226-240-1089 | Cell: 519-590-1836 N2J 3H8 This proposal constitutes an offer for a period of ninety (90) calendar days while the City reviews the proposals 15 61 B. Statement of Project Understanding The City of Moorpark is looking for a qualified private mobility service and technology provider to assist with the development and implementation of a Pilot Mobility on Demand Rideshare Project. RideCo is the most advanced microtransit technology and services company on the market today and is trusted by clients such as Los Angeles Metro, Metro Houston, VIA Metropolitan, and Calgary Transit – agencies which collectively account for over 600 million passenger trips each year. In California, other clients include, Antelope Valley Transit Authority, LAX/Inglewood, OmniTrans, and NCTD. We launched the first ever app-based on-demand public transit service in both North America and Asia and have since developed innovative features to provide transit agencies and cities with long term, user-friendly, and financially sustainable deployments. One example of this can be seen in our on-demand microtransit service for VIA Metropolitan Transit in San Antonio which achieved a (pre-fare recovery) cost per passenger of less than $8. Our service design and project delivery team has worked with Shaun Kroes over the past year to fully understand the ridership patterns and the unique challenges facing Moorpark. In addition to these conversations, RideCo and its subcontractors have studied the RFP, the Moorpark City Transit Evaluation Final Report (2017), as well as discussions in past City Council meetings. We understand that the City of Moorpark currently provides 2 fixed-route bus routes between 6:15 a.m. and 6:00 p.m. throughout much of the city, except on select holidays. RideCo recognizes that Moorpark has seen a dramatic ridership decline, and increasing costs over the last number of years. Specifically, we understand that Moorpark has seen a 24% drop in ridership since fiscal year 2014-2015. Moreover, RideCo realizes that over the same period, the fixed-route operational and maintenance costs have increased 16%, and that the City’s revenue hour rate equivalent for fixed-route service increased 28% in 2019-2020 compared to 2018-2019. Most importantly, we understand that the 2 fixed route buses experience good ridership during the peak hours that correspond with the start and end of the school day, but otherwise experience relatively low productivity. Given these factors, we understand and empathize with the goals to increase coverage, improve the customer experience, and ultimately transition non-peak customers to the on-demand service without increasing costs. We are proposing a turnkey solution that dramatically reduces the cost per ride, decreases headways by 70% and ensures that 100% of residents have no more than a 7-minute walk from their pickup location. Passengers will enjoy an onboard time that is similar to a direct trip. The 3-vehicle fleet can service the entire existing Moorpark fixed-route ridership base within a 15- minute pickup window. Two vehicles have capacity for 8-12 passengers, with the third capable of carrying 2 wheelchair passengers simultaneously, in addition to ambulatory passengers. The spare ADA vehicle enables us to scale capacity by 30%. With flexibility in the service model, RideCo is confident that it can achieve a productivity of between 5-7 passengers per vehicle hour. 16 62 Current Fixed Route Improvement Projected Ridership (daily) ~200 ~200-250* Up to 25% Headway (wait time) 60 minutes <15 minutes 45+ min reduction Coverage (walk time to stop) 30 minutes or less 7 minutes or less 20+ min reduction Cost Per Passenger $17.24 $9.95** >40% savings *with flexibility in the service delivery model, we anticipate supporting 200 – 250 rides/day with 3 vehicles. **based on a conservative productivity of 4.5. If we achieve a productivity of 7, the cost per ride will be ~$7.11 Our productivity estimates for Moorpark are comparable to RideCo services across North America, including our service with Calgary Transit, a first-last-mile service that boasts an average of 90% shared rides and 7 passengers per vehicle per hour. The cost per passenger for in Calgary is 20% lower than that of equivalent fixed-route buses, and the service has a 96%+ on-time record and a 4.9/5 stars average passenger rating. RideCo consistently delivers significant customer satisfaction; our services average 4.8/5-star passenger rating across all services. Due to our superior pooling efficiency and dynamic routing quality, RideCo consistently achieves costs per passenger and passengers per vehicle per hour metrics that are 20%+ better than comparable fixed route and 30% – 300% better than our competitors across all our services. Our excellent productivity directly results in millions of dollars per year in savings for transit agencies and substantial reductions in vehicle revenue hours and associated vehicle emissions. Leading our team on this project is our most experienced Project Manager, Rebecca Kundrik, who has launched 100% of her projects on-time or ahead of schedule. Rebecca typically achieves all the defined KPI goals within 4 weeks of implementation. This includes training and support for all relevant City administrative staff and operators and coordinating our partners, Opoli and Ready Artwork. Opoli is a service and brand of EvolTaxi, a certified disadvantaged business enterprise (DBE). Collectively, the companies focus on EV carsharing services, EV and NEV shared ride services, and operate in over 100 airports globally as part of the GO Airport Shuttle networks. They will execute all vehicle operations including the acquisition, maintenance, and storage of vehicles as well as the management of operators, and the 24/7 call center which supports multiple languages including English, Spanish, and Mandarin. Ready Artwork, RideCo’s marketing and promotions partner, brings highly relevant experience from marketing one of the fastest growing microtransit services in North America. Both partnerships are tried and tested. Our service at LAX/Inglewood benefits tremendously from RideCo’s partnership with Opoli, while Ready Artwork is one of our key marketing partners on our Los Angeles Metro project – which, once at scale, will be the largest microtransit deployment ever. These partners will work alongside RideCo and the City of Moorpark to design and execute a successful and dependable service in Moorpark that exceeds all the goals and objectives of the RFP. 17 63 C. Project Approach A. Service Model Overview RideCo’s service design team has thoroughly analyzed the ridership information provided by the City in Addendum II of the RFP. Using the data provided, our team demonstrated the potential improvements the RideCo platform can deliver to vehicle efficiency and passenger experience. The RideCo platform is highly configurable to support the creative service models we design. We can design a service for the City of Moorpark that is specifically tuned for a city-wide point-to-point service that features virtual stops, as requested in the RFP. RideCo can deliver a comprehensive service that solves low-density area and underperforming bus route challenges and lowers the cost-per-passenger by up to 42% through the implementation of our real-time, dynamic centralized web-based scheduling and dispatching software solution using three vehicles, as requested in the RFP. RideCo can exceed all the goals and objectives established by the City of Moorpark in the RFP, including enhancing the passenger experience. The following simulation inputs were used when analyzing estimated ridership data; 130-190 trips per day, 3 vehicles, and conservative road speeds. If ridership grows, RideCo and Opoli will customize the service to respond by either increasing the size of the fleet or further configuring the service model to meet demand. RideCo’s proposed approach offers the best fit for the City of Moorpark. Based on the simulations we ran, we are confident that we can implement a service that achieves outstanding scores across all key performance indicators. On a day that experiences 200 rides, nearly every passenger will be able to book rides using the RideCo platform. This means that on an average we will achieve a <1% denial rate. We can also achieve average on-board times that are comparable to a direct trip. With flexibility in the service delivery model, RideCo can support between 200-250 rides per with day, with three Ford Transit shuttles using the virtual stop models requested in the RFP. RideCo can achieve between 4-5 passengers per vehicle hour in this model. This service model is fully ADA-compliant and includes doorstep pickups for users who cannot access virtual stops. While RideCo’s service model will substantially reduce the City of Moorpark’s total cost per passenger, there is room for even larger productivity growth by making additional service model adjustments outside the scope of the RFP. 18 64 While delivering an efficient service for the City, RideCo can also provide riders with a best-in-class experience. Riders will experience wait times of less than 15 minutes and virtual stops within a 7-minute walk. RideCo stands behind our simulation findings but would like the opportunity to run more in-depth simulations with all available data to finalize a service model with fully conclusive results prior to launching a service. RideCo will configure our platform to ensure that commuter trips to and from Moorpark Station are served efficiently and according to Amtrak arrival and departure schedules. We will configure the service to align with the schedules for the southbound and northbound Amtrak lines and provide a seamless commuting service for passengers. Our service to and from Moorpark Station will also facilitate connections to the VISTA East County Dial-A-Ride service (additional fare required). RideCo’s arrive-by guarantee will provide passengers a simple connection with this intercity service that operates between the cities of Ventura County. RideCo expects ridership to achieve 150-250 riders per day after 12 months in service, if the fixed-route lines have been discontinued. If the fixed-route buses are still operational after 6 months of service, our team estimates to have captured between 50% of fixed-route ridership – anywhere from 70-110 rides per day. After one month, RideCo estimates that ridership will be between 25-40 rides per day. Our marketing efforts with Ready Artwork will be key to achieving a rapid conversion rate of riders to the new on-demand service. Selecting RideCo as your on-demand transit vendor will result in significant cost savings translating to a cost-per-passenger reduction by up to 42%. Our simulation results demonstrate how RideCo can exceed all the goals and objectives established by the City of Moorpark in the RFP, including enhancing the passenger experience. Current Fixed Route Improvement Projected Ridership (daily) ~200 ~200-250* Up to 25% Headway (wait time) 60 minutes <15 minutes 45+ min reduction Coverage (walk time to stop) 30 minutes or less 7 minutes or less 20+ min reduction Cost Per Passenger $17.24 $9.95** >40% savings *with flexibility in the service delivery model, we anticipate supporting 200 – 250 rides/day with 3 vehicles. **based on a conservative productivity of 4.5. If we achieve a productivity of 7, the cost per ride will be ~$7.11 19 65 Passenger Mobile Application Walkthrough The following screen captures demonstrate the process through which passengers will use the passenger mobile application to book rides, designate pickup and drop-off locations, view real- time pickup and drop-off data, get to virtual stops, and enjoy demand responsive dynamic service with less walking, shorter wait times, and faster trip times. Each ride has a set pickup and arrive before time, which is our promise to get passengers to their destination on time. The app supports multiple, flexible booking modes, including a passenger mobile application, a web- browser based application, and the ability to book rides through Opoli’s call center. 1.Type in your pick-up and drop-off locations Specify the time and date of your trip. You can ride instantly on-demand or book rides days in advance 2.Riders can select pickup and/or drop-off locations from their recent history or from a from a list of saved “favourites.” 3.If you don’t know your location address, simply tap on the map to select your pickup and drop-off locations 1 3 2 20 66 The RideCo platform incorporates both predictive and real-time traffic in its dynamic routing engine. The incorporation of accurate traffic data in real-time ensures that RideCo provides accurate ETAs and travel time estimates for rider communications and driver route planning. •The “arrives before” time ensures passengers can share the ride and arrive before a promised drop-off time. •This is key to effective ride sharing in dynamically routed vehicles. •Additional descriptive information is provided for each virtual stop 21 67 Once an operator has been locked to a specific passenger, the passenger will be able to track the movement of the vehicle in real time in the RideCo rider app. The operator’s ETA is also based on traffic conditions and the real-time location of the vehicle; this ETA is updated every few seconds in the rider app. 1.Riders requiring doorstep (if applicable/enabled) pickups can enter additional pickup information for the driver 2.If a fee is charged, riders pick their payment option – E.g. Credit Card, Ride Tickets, Cash, or Transfer 3.Enter a discount code to reduce the standard ticket price. Discount codes can be configured for employer paid rides, students, seniors, and special events 1 2 3 22 68 •Get continuous updates regarding your pick-up or drop-off times, remaining stops, and potential delays •Keep track of upcoming pre- scheduled rides, and completed rides 23 69 The booking screen of RideCo’s rider app (as seen below) will be customized to include the seat types requested by the City of Moorpark (these can also be seen in the Accessibility subsection). 1.Track your vehicle / driver and ETA. Call the operator (optional feature) for last minute coordination. 2.Press this button to get walking directions to your pickup location if you are going to a virtual stop. 3.Walking directions to your stop are then provided in Google Maps. 1 2 3 24 70 RideCo’s software can allow a single rider to make a booking for more than one passenger (if the City so desires) so long as fare(s) for all riders are valid. After each trip, riders are prompted to give their trip/operator a rating out of 5 stars. Customers can also send trip feedback and other messages through the app, which creates a ticket in a digital support tool (such as Zendesk, RideCo’s preferred CRM system). RideCo will provide training and regular performance feedback for customer care agents as part of pre-launch operations. 25 71 1.Select the type and number of seats you will need. 2.This is your virtual stop or doorstep pickup location (as applicable). 3.We will show you the best available trip options with specific pick-up/drop-off times. 4.Multiple options are dynamically generated based on existing ride bookings, vehicle locations, and feasible dynamic route changes. Frequency of service is configured to the operator’s specification. 2 3 4 1 26 72 Customer Service for Riders RideCo and Opoli will support passengers in several ways. Passengers can be given the ability to call their operator (if enabled/applicable) from the mobile app when their pickup is imminent. Phone numbers are masked when calling, to ensure passenger and operator privacy. After several weeks of live operation and as passenger volumes increase, this ‘call the operator’ feature can be disabled to minimize distractions for the operator, if desired by the City of Moorpark. • The marketing materials (e.g. brochures) and the app can include a telephone support number that riders can call during service hours. Opoli will provide a live operator during service hours to be available to answer questions and perform bookings for passengers that do not have a smartphone or an internet connection. • Passengers will be able to phone the multilingual call center 24 hours a day, 7 days a week. • Passengers will have access to an in-app FAQs section which is regularly updated by RideCo. • Passengers can send messages via the app, which can be configured to automatically create a support ticket request in RideCo’s support portal (such as Zendesk). • Upon drop-off, passengers are prompted to rate their ride and leave a comment. These comments are reviewed regularly by our staff and actions are promptly taken as required. Customer service concerns related to safety will be addressed immediately and reported to the City and Opoli within two hours. The City will have access to all customer service comments, questions, requests, or complaints and RideCo’s responses thereto through their Zendesk account. RideCo monitors the Zendesk customer service portal during service hours for customer feedback, questions, or complaints. B. Fleet Opoli will acquire and operate a core fleet of new vehicles that has a seating capacity of 8 to 12 passengers per vehicle. The accessible vehicles will have capacity for two mobility devices (wheelchair/scooter). These vehicles will all be equipped with the relevant hardware to operate the RideCo platform and serve the proposed pilot project coverage area/locations. RideCo and Opoli will develop a vehicle acquisition plan that is approved by the City and clearly outlines the fleet size, type, fixed and variable costs, operations and maintenance needs and accommodates limited mobility users and bicycle storage. Opoli will procure two core fleet vehicles and two ADA compliant and wheelchair accessible vehicles; one of the latter vehicles will be a spare. This back-up wheelchair assessable vehicle will be available if the primary wheelchair accessible vehicle is down for service (routine or extraordinary). This mixed vehicle fleet will enable RideCo and Opoli to share rides between ambulatory passengers and wheelchair passengers – giving every passenger equal vehicle access. Opoli plans to lease a fleet of Ford Transits after contract signing; this will be presented in the vehicle acquisition plan after an agreement is reached. RideCo is proposing a larger vehicle format because our simulations have shown that these vehicles can absorb the existing ridership base in Moorpark. It also can incorporate new ridership 27 73 if the fixed route buses are eliminated entirely. Alternatively, minivans are incapable of absorbing ridership beyond Moorpark’s current levels. Moreover, larger vehicles, such as shuttles, will provide excess capacity and foster an inefficient service. RideCo and Opoli are proposing Ford Transit 350s because they have the capacity for two wheelchair seats. These vehicles will allow us to pool passengers with wheelchairs, which is crucial for the City of Moorpark. Shawn Kroes advised RideCo prior to the RFP’s release that this is occurs frequently on the City’s current fixed- route network. All vehicles will be leased and will comply with the requirements of the RFP and will be branded specifically to the City of Moorpark; the vehicle branding will be designed by Ready Artwork in collaboration with the City of Moorpark and wrapped by Opoli. The back-up wheelchair accessible vehicle (Ford Transit) will also be wrapped to the match the other vehicles. RideCo and Opoli can scale-up service based on demand, including for special events such as County Days, the Apricot Festival, and the annual July 3rd fireworks celebrations, as requested by the City of Moorpark in the RFP. Opoli will provide the storage and maintenance of vehicles. The City will not be responsible for the cost of travel to and from these locations. All off-site maintenance will be performed at a local maintenance shop and Opoli will contract general and heavy maintenance with Your Mechanic. They provide fully ASE and certified maintenance and repairs. Their service technicians are trained with all environmental certifications to ensure OSHA parameters are met. All technicians are mobile in nature, capable of completing more than 600 different services on the go and are readily available to ensure that the entire fleet is maintained and repaired in accordance with the RFP requirements. Your Mechanic has an unlimited scale and can service and repair the four vehicles, as well as any additional vehicles, if the deployment scales up. C. Technology Platform and Hardware Requirements Passenger Mobile Application The RideCo platform will enable the on-demand service component of the City of Moorpark’s pilot project. The software will provide a fully automated scheduling, dispatching, and reservation system for a demand responsive service. 28 74 RideCo’s rider interface technologies are our Passenger Mobile Application (or “rider app”) and our Web Browser Based Passenger Application (or “web app”). The rider app will be white labelled to City of Moorpark specification and available for free download from the Google Play Store (Android) and the Apple App Store (iPhone). The rider app will be customized and will include information about the service such as the service hours, FAQs, a support phone number, and in-app feedback tools. Riders will use the mobile app, the web app, or Opoli’s call center to book rides that are either on-demand or pre-scheduled. The rider app (or call center reservationist) will provide a ride booking confirmation that includes a nearby safe pickup location (virtual stop) within the configured walking radius (e.g. 250 feet) and a safe drop-off location that is within the configured walking radius of the rider’s destination. All bookings will include a description of the virtual stop as well as access to walking directions on Google Maps. Passengers will have the ability to view service zone boundaries in both the mobile and web rider apps. RideCo’s dynamic routing algorithm combines trips in real-time, so vehicle itineraries are constantly reviewed and updated. The RideCo platform in real time aggregates riders traveling from multiple origins to multiple destinations in an exceptionally efficient way that optimizes the balance between maximizing vehicle utilization across the fleet and maintaining excellent quality of customer experience. When going to book a trip, a rider can choose from a list of provided certain pickup times that line up with other trips that are already booked, and an itinerary is then automatically created by our software. In our software development roadmap for 2020 we have features in development that will increase the already industry-leading productivity1 of our services; achieving high productivity is crucial in increasing cost savings for our agency and city partners. This is because the better a service’s productivity, the more passengers that can be served with fewer vehicles; this maximizes fleet productivity and requires less vehicles to be on the road, substantially cutting costs for city and transit agency partners. Upon searching for a trip in-app, riders are provided with several trip options, each of which have a fixed pickup window and an associated fixed “arrives before” time. These are the actual promised times before which riders will be picked up and dropped off. This is one of the ways that RideCo differentiates itself from our competitors; passengers across all RideCo-powered services travel with confidence in the reliability of their local on-demand service to pick them up and get them to their destination as promised at booking. RideCo’s software dynamically adds passengers to a route in progress to optimize for shared rides but does this while making sure that no riders currently in-transit are dropped off late to their respective destinations. Passengers book rides in real time and the algorithm checks for any new bookings every few seconds. The use of virtual stops allows customer aggregation at pick up and drop off points, which further increases the efficiency of the service. The algorithm shuffles vehicle itineraries and alters routes in real time as required to ensure there are no late drop offs, 1 Measured in number of passengers per vehicle revenue hour. 29 75 that vehicles are optimally utilized, and that passengers from various origins are seamlessly grouped together in vehicles. Before booking a trip, passengers will need to create an account. To sign up for the City of Moorpark on-demand service, riders just need to provide their name, phone number, and email address. Riders who do not have smartphones or who do not wish to book through the web app, can phone in to a call center where Opoli personnel will book trips on their behalf. Opoli’s call center can provide customer service in English, Spanish, and Mandarin. Both RideCo’s mobile rider app and web rider app are available in English and Spanish, with more language options coming in 2020. Customers can the see real-time location of their vehicle when it is on its way to the pickup location and can see the route to be taken on an in-app onscreen map. The RideCo platform automates all dispatching and passenger/driver communications. For example, riders are notified in-app and via SMS notifications when their operator is on the way to their pickup location. Riders can see a real-time continuously updated ETA of their pickup or drop-off time and operator/vehicle location in-app as well. Required Hardware The operator app functions on any android smart device, such as a smartphone or tablet and RideCo’s backend dashboard suite functions on any modern web browser (from within the past 2 years). RideCo will provide all operator-required hardware for this service, including smartphones or tablets with a reliable data plan. Our software is cloud-based and as such does not require the City of Moorpark to have any dedicated servers for the service. Fare Payment The RideCo platform supports multiple payment models and fare structures. Depending on what is desired by the City of Moorpark, a rider can pay via credit or debit card, transit pass, or cash. To make use of the mobile fare payment option, riders enter their card details on the payment screen. RideCo does not directly store credit card information at any point. Rather, all credit card information is securely processed and stored/saved by our third-party payment processor Braintree (a division of PayPal). Braintree is a validated level 1 PCI DSS compliant service provider. If a rider chooses to pay on board (e.g. with a cash fare or an eligible City transit ticket or pass), the booking is accepted, and payment is validated by the operator at the time of pickup. The RideCo platform can be configured to accommodate different fare structures for riders, including but not limited to students, seniors, ADA-eligible passengers, etc, as required in the RFP. Our pricing structure includes all software and all hardware configuration necessary. At the time of ride booking, the rider can also enter any coupon codes to obtain a discount. For example, the City can work with an employer to whitelist their employees into an eligible program; authorized riders could then use a specific code like “JarrosCafe” to take discounted trips subsidized by their employers. These coupon codes can be geofenced to apply only for trips to/from specific locations. RideCo can also accommodate free or discounted trips, as directed by, 30 76 and paid for by the City during the service launch phase. RideCo provides full support for fare reconciliation and billing of these trips. Data Sharing with the City of Moorpark The data gathered throughout the duration of this service will be the property of the City of Moorpark. It will be shared with and made available to the City in multiple formats: • Dashboards to visualize rider, operator, and performance data, aggregated across a period or at an individual trip/driver level • Weekly and monthly performance reports provided in Excel, in a performance format to be mutually agreed upon • Raw data exports (rides, vehicles, times, locations etc.) in .csv format that can be further analyzed by the operator or agency staff if they desire A sample KPI report can be found in the Other Information section. RideCo Operator/Dispatcher Dashboards RideCo offers powerful real-time and historical dashboards (our API) for our city and agency partners. City administrative personnel can remotely login using a secure browser to view real- time data on riders, vehicles, operators, and service performance/KPIs. In addition, system administrators can view historical data for any day in the past or export the raw operational data for offline analysis. Different user-level permissions and access rights can be assigned to different City personnel based on seniority/role. Additionally, dashboards can be adjusted to display information for specific shifts, operators, vehicles, and points in time. Dashboards are highly detailed and allow for granular analysis of data to improve service performance. The flexibility and customizability of the RideCo reporting system means that we can collect data on every element of service described by the City in the RFP, including ridership (total, by type of rider, by revenue hour), travel times, trip denial rate, booking abandonment rates, percentage of time headways are met, revenue (total, by type of rider), vehicle performance and reliability, number and success of marketing events (audience reached), and calls for customer service, as well as any other data categories the City requests. Our Project Manager Rebecca Kundrick will work closely with the City to understand the pilot goals and any additional requirements. Rebecca can quickly make desired modifications in our software upon request. RideCo’s state-of-the-art proprietary simulation engine refines thousands of intricate service parameters before they are put into practice so that they can quickly and easily be iterated upon without detriment to the rider experience. Rebecca and resumes for the rest of the key project team can be found in the Relevant Experience, Past Performance, References, and Key Team Members section. As seen in the screenshots on the following pages, the RideCo API allows system administrators to view a display screen with a live map to monitor rides in real-time. Additionally, City administrators can view the historical location of any service vehicle for any given period (archived for 5 years). 31 77 Dashboard Screenshots The RideCo software platform provides seven dashboards to visualize rider, operator, and performance KPIs, aggregated across a period, with the ability to drill down to individual trips/operators/incidents. The following dashboard screen caps illustrate some of these capabilities. •Access 7 different dashboards to visualize performance, drill down investigate, or manage the service and vehicles/operators. • •The Overview dashboard provides 24 key performance indicators related to any specific service period. 32 78 The Overview dashboard as illustrated above provides a summary of the following KPIs, and more: Ridership Overall ridership Shared rides rate Average passenger/shared ride Ride Duration Average direct ride duration In-vehicle ride duration Wait time / headway Timing On time performance % of rides with a pickup time violation % of rides with a drop-off time violation Utilization Vehicle hours Passengers per vehicle hour Number of ride requests Booking % of ride requests that results in booking % of ride requests that were denied Users Number of unique users % of unique users to book a ride % of requests assigned a ride option > than tar The Ride tracker dashboard enables individual ride level investigation with over 20 metrics regarding each booked or completed ride. 33 79 User Information • Customer name • Usage frequency • Origin / Destination Trip Details • Direct trip duration • Actual trip duration • Ride Status • Number of seats • Type of seat • Name and ID of operator • Ride type • Payment method • Booking ID Communication • Notifications sent to rider (vehicle en-route, arrived) • # of times passenger calls operator • # of times operator calls passenger Schedule • Promised pickup and drop-off times • Actual pickup and drop-off times • # of minutes, early or late for promised pickup or drop-off Feedback • Rating (out of 5) • Comment left by passenger Tracking • Map visualization of actual trip Ride Tracker can be viewed in real-time at current activity, or to view historical information The Vehicle Statistics dashboard shows aggregate graphs on how many drivers were signed-in and available for service, how many were on-fare (passenger in vehicle), and if there was a shortage compared to scheduled vehicle supply 34 80 The Itinerary Tracker dashboard as illustrated above provides the following driver level metrics, and more. Driver Information • Service start time • # of passengers transported • Hours of active service • # of KMs driven • Hours offline (on-break) • Total amount of lateness Timestamped Activity • Ride assignment • Customer pickup • Ride acceptance • Customer drop-off • Arrival Tracking • Map visualization of the driver’s routes The Itinerary Tracker dashboard shows 11 metrics for each vehicle/driver’s performance over a specified service period 35 81 The Itinerary tracker allows detailed monitoring of vehicle locations and operator activity by time. Itinerary Tracker can be viewed in real-time at current activity, or to view historical information. 36 82 The Itinerary Tracker dashboard displays an operator’s driven routes on a map, as well as timestamps of all activity and interactions Vehicle’s GPS location history with timestamps are available for operator viewing. 37 83 D. Operators RideCo will work with Opoli to deliver a successful project for the City of Moorpark. Throughout the duration of the pilot contract, RideCo will be the single point of contact for contract administration and will operate the on-demand scheduling, dispatching, and routing software that delivers real-time, dynamic service, while Opoli will oversee the entire vehicle operation component of the service. Operators use standard off-the-shelf Android smartphones or tablets to use RideCo’s Operator Mobile Application (downloaded from the Google Play Store). The operator app offers user- friendly step-by-step instructions to the operator to facilitate dynamic routing. Once their shifts start and they enter online status, operators will be offered trips in the app. While operators will have the ability to accept or decline trips, dispatch will be able to see on the RideCo Operator/Dispatcher Dashboards when this occurs. Opoli will be able to manage the number of operator-declined rides from the dashboards. The app provides real time turn-by-turn navigation support – including audio/visual directions and notifications for drivers – through Google Maps and is powered by RideCo’s backend routing engine, which integrates real-time traffic data in estimates of drive times and operator route generation. All operators are trained to follow the route provided to them in the app; this is how RideCo ensures all its service deliver industry-leading efficiency that only our platform delivers. When a rider goes to pay their fare in the app, the system automatically requires that they select a valid fare media in the app and records this information. The operator app then notifies the 38 84 operator of the passenger’s fare type and notes whether/how much to collect upon rider pickup. Operators can accept cash fares and transit passes onboard vehicles, ensuring that the proper fare is paid for riders using cash or passes and simply verifying the identity of each rider who paid with credit or debit card through the app. To enable/disable vehicles, vehicle operators can simply log in or out of the app (once all passengers have been dropped off at their respective destinations). Alternatively, dispatch may force an operator to log off through the dashboards, effectively disabling that vehicle and removing it from active service. Opoli conducts a DMV records checking using MVR Check, a service that automates checking operator’s records in all 50 states. Upon return of the driving record, our DMV Review Auditor verifies the report and determines the risk factors. Risk standards are assessed, and the member account is accepted or declined. Opoli’s existing risk standards are based on their insurance provider’s acceptance and coverage. Opoli will also perform background checks on operators utilizing a vendor to ensure that operators with inappropriate backgrounds are not employed to operate vehicles. Operators driving for this service will have no felony conviction history. As the RideCo platform autonomously re-optimizes every 30 seconds to create the most efficient schedules and routes, operators and passengers are not identified to one another until a passenger enters the pickup window. The pickup window opens when the operator is en-route to pickup their passenger. Upon entering the pickup window, passengers can see the name of the operator, their picture, as well as all relevant vehicle information to help them identify their ride at pickup. The app can also be configured to allow riders to call their operator using anonymized phone numbers to protect personal information, in case they need to relay any additional information. Riders do not have the option to choose another operator; this allows the RideCo platform to consistently deliver the most efficient service. Riders can leave feedback at any time using the in-app feedback function and are always prompted to rate their last trip out of five stars and leave a detailed comment. Star-ratings are consistently measured across all RideCo services and comments are monitored daily by our Customer Success team. This feedback is regularly provided to our partners and clients and used to improve RideCo services. Major concerns will be immediately shared with Opoli and the City. The City can be confident that RideCo and Opoli will deliver a high-quality service that passengers regularly enjoy using. RideCo shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit I of the RFP. Required insurance will be provided by the partners appropriately based on responsibilities. RideCo and our partners will have general liability coverage as appropriate for this project. Opoli will have the automobile liability coverage as required. RideCo has attached proof of insurance in the Proof of Insurance section. 39 85 E. Performance Evaluation Plan RideCo’s Service Level Agreement The City of Moorpark will own and have real time access to all service data. All data gathered throughout the duration of the pilot will be owned by the City; RideCo will ensure that all data is made available to the City in multiple formats and through the backend dashboards. These formats are described in the Data Sharing with the City of Moorpark section. All data, including the monthly KPIs, can be used by the City to perform audit checks to ensure that the SLA is always being maintained. The terms of the SLA will be measurable and auditable, allowing the City to track the service level performed against the agreed SLA. The terms of the SLA can be tracked according to the metrics provided in the standardized reports. RideCo proposes that the City should assess the pilot every month beginning six months after launch for performance according to the negotiated SLA. RideCo and its partners will modify the service/program if it is not performing as intended. These can be operational changes or adjustments to the backend configuration of the service. Because RideCo does extensive service modelling before every launch, it is unlikely the service will not perform according to the standard in the SLA, unless its due to low ridership or operator behaviour. For low ridership, RideCo will work with the City of Moorpark and Ready Artwork to market the service more strategically. For poor operator behaviour, RideCo will work with Opoli to identify challenges, provide additional training (if required), and ensure compliance. An example of our Daily KPI Reports and a standard version of our turnkey Subscription and Services Agreement are included in the Other Information section. The KPI Reports can be customized to City of Moorpark specification and the terms of the Subscription and Services Agreement are negotiable and can be finalized at signing. Performance Monitoring and Reporting RideCo’s Project Manager will provide bi-weekly staff briefings to the City Project Manager on completed tasks, deliverables, and all issues resolves during the two-week period, with an explanation and new data for unmet tasks and deliverables. The briefing will forecast activities and expected deliverables for the upcoming one-month period. The bi-weekly briefing will contain: • Summary of work completed • Updates to Project Schedule • Status of Pilot and Deliverables • Activities and Expected deliverables for the upcoming month • Issues for resolution RideCo offers powerful real-time and historical dashboard for dispatchers and system administrators to generate performance reports and service adaptation plans. Our dashboards feature reporting and analysis tools built into the technology platform that are available for City staff to regularly use. Personnel can remotely login securely using a browser to view real- time data on riders, vehicles, operators, and service performance/KPIs. In addition, operators can view historical data for any day in the past or export the raw operational data for offline analysis. 40 86 Different user-level permissions and access rights can be assigned to different operators based on seniority / role. RideCo offers thirteen standardized reports that are provided in Excel format and our Project Manager can also create custom reports as requested by the City of Moorpark. RideCo will send Performance Evaluation Reports at the end of each month of the Pilot project. Reports allow for daily, weekly, and monthly assessment of the pilot project so that changes can be made to improve service and ridership if deemed necessary by the City. Monthly Performance Evaluation Reports will summarize the performance of the Pilot project with clear and measurable criteria that includes but is not limited to: • Demand summary (origin/destination, time of use, boarding per revenue hour, total ridership, type of rider) • Total passenger counts by demographic category and fare (student, adult, senior citizen, disabled, etc) by day • Trip data (travel times, routes trip denial rate, booking abandonment rates, percentage of time headways are met) • Revenue summary (total revenue, revenue broken down by types of riders) • Vehicle miles when used and the number and length of time a backup vehicle was used • Listing of all vehicles in service • Date, time, and length of time for any service disruptions • Customer service Several marketing related metrics can be exported from the backend dashboards, including: • Success of marketing events – audience reached • Number of rider driven referrals (through the app) • Referral channel that brought in a rider • Riders segmented by cohort. City of Moorpark dashboard users can export raw data (rides, vehicles, times, locations etc.) in .csv format from the platform that can be further analyzed by staff. The raw trip request data (origin/destination/ time points) is available for export and can be used by the City for transportation planning. The output options are flexible and meet all government reporting requirements. Opoli will provide RideCo with vehicle miles since last preventative maintenance inspection, a list of any vehicle repairs made, and vehicle roadcalls, as well as routine reviews of the Android hardware performance and reliability, and the maintenance, performance and reliability of the fleet. Ready Artwork will provide RideCo with reports concerning the status and success of marketing efforts, including the number of events and attendance. This will be shared with the City of Moorpark, as specified in the RFP. 41 87 RideCo will provide the City with Summary Performance Evaluation reports at 6 and 12 months. These reports will include all past performance measures and reporting to give a comprehensive overview of the success of the Pilot project to date. If circumstances arise that merit modifications to the Pilot service operations, a Service Adaptation Plan (SAP) will be coordinated with the City Project Manager and submitted along with the monthly report. This SAP will delineate the problems, proposed solutions, specific service changes, and timeline for implementing changes, as specified in the RFP. F. Accessibility RideCo has significant experience providing accessible service to limited mobility residents, unbanked users, and users who do not have a smartphone or data plan. RideCo also has experience enhancing connections to other mode choices, including fixed-route transit. Limited Mobility Residents Limited mobility riders, such as seniors or other physically impaired users requiring accessible service (in specially equipped vehicles) will have the option to request accessible vehicles upon booking. At least one wheelchair accessible vehicle will run during all service hours. A back-up wheelchair accessible vehicle will be available if the primary wheelchair accessible vehicle is down for service. They will be lift or ramp equipped to accommodate mobility limited users in wheelchairs (motorized and non-motorized), and riders making use of walkers, canes, and crutches. Riders with speech impairments, vision impairments, and hearing impairments will be accommodated, as well as riders with service animals. When booking a ride, passengers can request specific seat types to accommodate special needs, additional space requirements, companions, or other unique services that the City of Moorpark is interested in offering. Examples of custom seat selection could include: • Regular (passenger or large object) • Accessible • Companion (accessible needs passenger companion) • Service Animals • Bike rack equipped • Additional luggage or large object requirements • Wheelchair/Scooter accessibility Utilization of specialized vehicles – such as the ADA compliant Ford Transit 350s proposed for this service – can be optimized by programmatically matching and routing specific vehicles to on- demand rider requests. As ridership increases, only certain vehicles need to be specialized to accommodate specific requests, based on historic rider demand and custom seat selection data. 42 88 Integrating custom seat selection into RideCo’s dynamic routing engine ensures passengers with specialized requests are serviced within the service design parameters and guaranteed pickup and arrive-before times just as any other customer. Unbanked Users Users without a banking institution or who do not own a credit card have several options. First, riders can pay their fares with cash. RideCo will work with Opoli to ensure that operators are equipped to accept cash fares in their vehicles. Second, riders can use a pre-paid credit card, which can be purchased with cash at convenience stores or gas stations and used to purchase rides in the mobile app. Finally, operators will be able to accept eligible College IDs, ADA or Medicare cards, as well as City of Moorpark Bus Passes/Tickets, as determined by the city. Web App and Users Without a Smartphone or a Data Plan Besides booking through the mobile app, riders will be able to book trips using the RideCo Web Browser-based Application, which will be white labelled to the City of Moorpark brand. The functionality of the web app is the same as that of the RideCo Passenger Mobile Application. For riders phoning the call center to book trips, call center personnel/dispatchers will use a special version of the web app that includes a “Log in as” feature (highlighted in yellow below), so that reservationists can sign in to the app in lieu of the registered user (the caller) to book them a ride on their behalf. To log in as a user, the personnel simply searches for the rider in the database by name, email, or phone number, and confirms their identity. •Call center/dispatch personnel will use a web browser-based version of the app to book trips on behalf of riders. 43 89 After logging in as a user, the call center personnel then books a ride as though they were the rider, inputting the desired time for pickup and the trip origin and destinations. Personnel is offered multiple trips with correlated “arrives before” times – as with the rider mobile app – and confirms with the caller which trip they wish to take. Next, the call center personnel provides the caller with their pickup window, guaranteed “arrives before” time, and a description of their virtual stop with walking directions. Enhancing Other Modes of Transportation RideCo’s dynamic routing platform ensures that service vehicles remain on schedule, which allows riders to be dropped off at transit stations in time to transfer to fixed-route trains or buses. Service regions are restricted so that riders are never more than a few minutes’ walk from the nearest virtual stop and stops are never more than a ¼ mile walk from destination transit hubs, unless otherwise requested by the City of Moorpark. Our service region restrictions can be updated as necessary in a matter of minutes with zero downtime, and we regularly use this feature in our other services as a proactive measure. •Our guaranteed “arrive-by” time allows riders to book with confidence, knowing they will catch their connecting trains and buses on time 44 90 RideCo will configure our platform to ensure that commuter trips to and from Moorpark Station are served efficiently and according to Amtrak arrival and departure schedules. We will configure the service to align with the schedules for the southbound and northbound Amtrak lines and provide a seamless commuting service for passengers. Our service to and from Moorpark Station will also facilitate connections to the VISTA East County Dial-A-Ride service (additional fare required). RideCo’s arrive-by guarantee will provide passengers a simple connection with this intercity service that operates between the cities of Ventura County. RideCo is currently in the early stages of integrating our platform with the Transit App, where we both operate substantial projects for Los Angeles Metro and Calgary Transit. We are in the early stages of obtaining an agreement to work together and integrate on many of our services across North America and Asia. If RideCo is the selected vendor for this pilot project, RideCo would be pleased to discuss potential integrations with the Transit App for this service. 45 91 G. Marketing and Promotions Plan RideCo has significant knowledge and experience advising on marketing and promotions campaigns that have led to consistent industry-leading ridership adoption, as evidenced by our service in San Antonio. Our service with Via Metropolitan in San Antonio met all pre-bus removal targets within three months and achieved 100%+ ridership adoption within four months when the underperforming bus-routes were taken out of service. RideCo will assist Ready Artwork in the design of a marketing and promotions plan for the City of Moorpark, the specifics of which will be determined during the planning phase (depending on the specific needs of the service area and of the City), in consultation with the City. This plan will be aimed at encouraging riders of the existing fixed-route bus services to become consistent users of the new on-demand service. Ready Artwork will execute this marketing strategy and RideCo will provide guidance and best practices for marketing based on our experience implementing microtransit in cities with similar use cases to that of Moorpark. RideCo and Ready Artwork have an experienced partnership, evidenced by our work together for Los Angeles Metro. A strong marketing plan and calculated promotional campaigns are key to quickly driving adoption for any new service. Effective marketing activities can be categorized into three areas that lead new users from becoming aware of the service to regularly using the service: •Building awareness with potential new users •Streamlining service trial by new users •Encouraging repeat usage The following marketing tactics have been used in RideCo’s other services to quickly generate awareness and increase ridership to sustainable levels: •Station signage: Wayfinding and promotional signage can be placed at hub stations and/or key transfer points between the on-demand and fixed-route services. •Vehicle branding: All service vehicles will be branded to this service. •Tabling events and/or street teams: A hyper-local targeted campaign can be effective in reaching a significant portion of users that frequent hub areas such as Moorpark College, the Los Angeles Avenue Corridor, and Historic High Street, as well as churches and employment districts. We will also market the service during the 2020 County Days. •City website promotions: The new service will be featured on the City’s home page to channel users to the service’s landing page •User-driven marketing: User-driven referrals are one of the most powerful ways to build awareness and bring new riders to a service. The RideCo platform incorporates powerful user-driven digital marketing capabilities. All branded materials used will be developed in consultation with City staff. This includes a website landing page, FAQs, vehicle branding, flyers, and signage that may be placed at key 46 92 Moorpark hubs. The RideCo passenger app will also be white labelled to the City’s brand and published through the City’s app store account – if desired – as exemplified below: Other marketing examples might include materials such as flyers and on-route information: 47 93 As an additional means of increasing early adoption and rapid uptake of the new service, RideCo recommends offering free or discounted rides to passengers for the first weeks or months of service. This part of the marketing strategy, if desired, will be paid for by the City of Moorpark. Another possibility early on is to gamify the service. For instance, the City could offer one free ride (through a promotional code) after a rider has taken 20 paid rides. Any of these promotional offerings can be turned on or off in the system at any time and with zero downtime in service. Different promotional codes can be assigned to specific marketing tactics and can be tracked by RideCo in our backend dashboards. This allows RideCo and Ready Artwork to know which marketing tactics are effective in Moorpark. Based on this data, these strategies can be modified during the campaign to increase ridership. This allows RideCo and Ready Artwork to track the success of ongoing marketing campaigns. H. System and User Training and Support Training RideCo is committed to ensuring that the City of Moorpark’s new on-demand microtransit service launches on time and that the fixed-route bus services can be phased out as smoothly as possible. Part of this is ensuring that vehicle operators, dispatchers, and City of Moorpark system administrators, are fully trained in the RideCo platform and ready by service launch. Our team has developed detailed, user-friendly training documentation through our experience working with partners, operators, and transit system operators. Our training program has graduated over 1,000 operators and our Project Manager for this service has trained over 350 operators personally. Los Angeles Metro, Metro Houston, and Calgary Transit (among others) have trusted RideCo to train their team of operators, dispatchers, call center personnel, and administrators. Our Project Manger and Operator Training Team will set up the Opoli and the City of Moorpark team for long-term success throughout the implementation period. RideCo staff will work with Opoli and City staff to provide the following training for the proposed service: 48 94 • Operator Mobile Application interactive training and documentation • Customer assistance training for dispatchers and support personnel • In person ‘train the trainer’ training for system administrators and call center/dispatch personnel on the use of the apps and dashboards • Follow-up one-on-one training at any time for the trainers, co-ordinators or end users of the operations dashboards or analysis/reporting tools Our training program couples video-based lessons with in-person guidance to train vehicle operators on the operator app and how to report technology issues that may arise during service. Operators will be provided with handbooks that explain the use of the app and will be able to assist riders with most questions they might have about the technology. All vehicle operators go through an orientation program which includes customer service, dispatch, administration, and maintenance procedures. The last phase of the orientation is for a driver to perform a “ride around” with an experienced driver for final training and to answer any questions. RideCo staff will also provide technical training to system administrators on all aspects of the back-end dashboard suite, such as: • How configuration changes work in the system, including updates to service territory, virtual stop locations, fare pricing, and referral and coupon codes. • How to use and interpret the dashboards and what the system capabilities are. Our Customer Success agents customize our Operator Training Manual to account for the specifics of each unique RideCo-powered service. The manual for Moorpark will include information on: • Starting new itineraries in the operator app • Navigating between destinations • Going online and offline in the operator app • The procedure for picking up and dropping off riders • How to create a new operator profile 49 95 We always strive to provide in-person training. However, we recognize that the current global environment presents a risk that may make on-site training not practical if the City of Moorpark has not returned to full/standard operations with staff back in the office. The RideCo team has an excellent track record of remotely training operators and dispatchers, with proven results in Antelope Valley (California), Belo Horizonte (Brazil), St Catharines (Ontario), and Singapore. The number of staff to be trained is at the City’s discretion, however we recommend training all staff who will be directly involved in the day-to-day operations of the system. We typically provide between 10 and 12 hours of instruction for call center training, dashboard suite training, Zendesk (our preferred CRM) customer ticketing portal training, and operator app training. Our Project Manager for this service will conduct follow-up one-on-one training at any time (scheduled upon reasonable notice) for local trainers, coordinators, or end users of the operations dashboards and analysis/reporting tools. RideCo’s training program is outlined in the four-module course syllabus featured below. Additionally, RideCo will provide Opoli and City training personnel with written documentation (handbooks) for operators as well as detailed training videos on our system’s backend for administrative staff. 2 The duration of on-road training will be determined in coordination with Opoli and the City and depends on the scale, complexity, and background of the service, as well as the specific experience of the operators. This component of the operator module includes a combination of fake passengers and test passengers to simulate real-world conditions. Module Description Lessons Format Operator Module Teaches vehicle operators how to use the RideCo Operator Mobile Application • Introduction • Starting an itinerary • Picking up a passenger • Dropping off a passenger • Navigation • Cancelled rides • Going online and offline • Exiting an itinerary • Operator profiles • Customer Service • In-class training, • On-the-road training2 50 96 All operators go through an orientation program (detailed above) which includes customer service, dispatch, administration, and maintenance procedures. The last phase of the orientation is for an operator to perform a “ride around” with an experienced operator for final training and to answer any questions. Operators perform a soft launch or “mock go-live” wherein they pick up both fake passengers and real test users (typically RideCo and transit agency staff) to smooth out any last minute issues that might arise and to ensure that operators begin active service confident in their ability to understand all features and functionality of the operator app. RideCo is committed to meeting any additional training requirements the City has for this project. Credits and Refunds Once an operator arrives at the scheduled pickup location, they will wait two minutes for the rider (to keep subsequent pickups on schedule). If a rider is a no-show or cancels a pre-booked ride, they will be issued a credit to their RideCo account to be used for future trips. If an operator 3 This training module is created to match the specific needs of our agency/city partner and can be subdivided into different training sessions for different personnel if beneficial. Call Center Module Teaches call center personnel and dispatchers how to assist passengers with booking and tracking their rides • Introduction • Logging in as a customer • Booking a ride • Reviewing existing bookings • Tracking a ride • Cancelling a ride • Editing an existing booking • Customer service • In-class training Dashboard Module Teaches dispatchers and city staff how to use the RideCo backend system dashboards • Introduction • Overview • Tracking itineraries • Tracking rides • Tracking users • Statistics • Exporting data • User groups • Vehicle providers • In-class training • Additional virtual follow-up sessions as required3 Reporting Module Teaches agency administrators how to understand and interpret RideCo’s data reporting capabilities • Introduction • Reading KPI reports • Utilizing data • In-class or virtual training 51 97 has been assigned and is already en route to collect the rider when the ride is cancelled, the rider may be subject to a cancellation fee or a no-show fee that will be retained from the payment or credits used to purchase the ride. RideCo recommends this policy because it prevents aggregation of delays which could lead to an entire vehicle of riders missing their connections or arriving to their destinations late. This policy also allows RideCo to maintain a 95+% on-time record with respect to the promised “arrive-before” time specified with each ride booking. This cancellation policy can be altered at any time if requested by the City of Moorpark. If a ride is ever unable to be serviced for extenuating circumstances, or there is a serious delay on the part of the operator, any credits used are returned to the rider’s RideCo account and any funds used are returned to the original method of payment. Support for Vehicle Operators Operators will participate in an in-depth training program detailed above on the Operator Mobile Application and customer service before they begin driving for the Moorpark on-demand. However, vehicle operators who encounter challenges that require additional support will be able to contact an Opoli dispatcher over the phone to troubleshoot their challenge. Customer Service for the City of Moorpark RideCo staff will provide technical support for all aspects of the backend dashboards, such as: • Configuration changes in the system, including updates to service territory, virtual stop locations, pricing, as well as referral and coupon codes, etc. • Support for using and interpreting the dashboards and capabilities of the system • Data analytics services to provide daily, weekly, or monthly reports • Education and training for new features deployed with software updates RideCo offers a 99.99%+ platform uptime guarantee and our technical team offers 24 x 7 support for platform critical issues (e.g. downtime). For business support (e.g. interpretation of dashboards or configuration changes), support is provided within 24 business hours. The RideCo cloud platform is continuously updated monthly at no additional cost during the period of the contract, so that our customers always have the latest version of the software. 52 98 D. Work Plan Project Management Responsibility: RideCo Key Staff: Rebecca Kundrick (RideCo Project Manager) Timeline: Contract Signing –> Pilot Completion Project Management will be a continuous function and key responsibility of RideCo throughout the duration of the pilot. RideCo’s Project Manager for this service will be Rebecca Kundrick. A resume for Rebecca and the rest of the key team members can be found in the Relevant Experience, Past Performance, References, and Key Team Members section. All communications between the City and RideCo shall be coordinated through the City Project Manager and Rebecca. Rebecca will be responsible for overseeing the service and: • Scheduling and facilitating a kick-off meeting, establishing key milestones, organizing interagency meetings, conducting field reviews, hosting advisory and/or stakeholder group meetings, and organizing other project related meetings as required • Preparing agendas, minutes, and sign-in sheets for all meetings • Maintaining and updating the work plan as approved by the City’s Project Manager • Developing and maintaining an overall project schedule to ensure milestones are met in an efficient manner • Overseeing subcontractor activities and ensuring that individuals performing tasks have appropriate skill levels and credentials • Coordinating all required deliverables, including Pilot operations, vehicle acquisition, installation and configuration of software and hardware, documentation and training, branding, and marketing, and/or performance monitoring and reporting, per the final contract agreement. • Being available and responsive to requests for information, inspections or meetings related to third party oversight. Expected Deliverables: 1. RideCo System Demo to City Project Team 2. Contract Defined and Agreed On 3. Setup Communication Channels 4. Develop Operator and Rider Privacy Policies 5. Daily KPI Reports 6. Customized Reports 7. Monthly Performance Evaluation Reports 8. Bi-Annual Evaluation Summary Reports 9. Annual Evaluation Summary Reports Key Milestones: 1. Kick-off Meeting 2. Establish Communication Channels 53 99 3. Develop & finalize service plan 4. Develop & finalize marketing plan 5. Deploy RideCo platform 6. Train vehicle operators, dispatchers, and city staff 7. Soft launch 8. Public Launch 9. Post-launch configurations (if required) 10. Weekly staff briefings (beginning at contract signing through to post-launch configurations 11. Bi-weekly staff briefings (succeeding daily briefings 2 months after public launch) 12. Elimination of Fixed-Routes (as desired by the City of Moorpark) Performance Monitoring and Reporting Responsibility: RideCo & Opoli Key Staff: Rebecca Kundrick & Shawn Chavira Timeline: Public Launch –> Pilot Completion Please see the Performance Monitoring and Reporting subsection of the Performance Evaluation Plan section. Key Deliverables: 1. Bi-weekly staff briefings 2. Daily KPI reports 3. Monthly performance reports 4. Bi-Annual summary performance reports 5. Annual summary performance reports Key Milestones: 1. Bi-weekly staff briefings 2. Monthly Performance Reports 3. Bi-Annual Summary Performance Reports 4. Annual Summary Reports Finalize Pilot Service Plan Responsibility: RideCo Key Staff: Stephen Kuban (RideCo Director of Planning & Service Design) Timeline: Contract Signing –> 5 Weeks Before Launch RideCo will coordinate with the City Project Manager and staff to refine and approve the Pilot project plan, including virtual stops, schedules, service coverage areas, and cost structure. RideCo 54 100 staff will assess all proposed stop locations for safety, ADA access, and existing shelters and amenities. The service area will be customized to City of Moorpark specification in terms of service status (active or disabled), service schedule (start and end time), days of service availability, service period (start and end date), assignment of service regions (or stop markers if applicable), vehicle assignments, and service exceptions (holidays, excluded service days or hours). Our software is aware of all stop locations within a zone (for both fixed route and on-demand transit) and can be programmed such that it delineates between different types of stop markers in-app such as fixed-route stops or popular point of interest – without the need of a physical sign at the location. The RideCo platform is incredibly flexible and highly customizable to agency specifications. The following is a non-exhaustive list of service design parameters that can be customized: pickup wait time, in-vehicle (on-board travel) time, vehicle capacity, peak or time of day, service region boundaries, and rider groupings. Some other customizable aspects of our platform include virtual stop placement/number (if applicable), the importance/weighting of pooling riders versus ensuring short trip times/on-time performance, in-app seat types, reporting abilities (i.e. which data categories are recorded and sent to Moorpark in KPI reports). Expected Deliverables: 1. Develop customer registration process through call center 2. Determine service requirements 3. Determine required call center capabilities 4. Determine service boundaries 5. Determine no show and cancellation policies 6. Develop and communicate KPIs 7. Determine capacity types 8. Model demand for microtransit zone 9. Setup software platform with area, map, and traffic models 10. Finalize service boundaries 11. Identify suitable virtual stops and configure them in the platform 12. Tune virtual stops by physically validating each location 13. Configure platform for simulation validation 14. Run simulations to validate KPIs 15. Finalize the number of vehicles and schedule by day and time Key Milestones: Present service model to City of Moorpark for approval and finalize Fare Structure Responsibility: City of Moorpark & RideCo Key Staff: City Project Manager & Rebecca Kundrick Timeline: Contract Signing  6 Weeks Before Launch RideCo will work with the City Project Manager to determine the ticket price to users based on the proposed service model, associated costs to operate the pilot project, and available 55 101 resources; however the City will ultimately determine the cost per ride for its customers. The fares collected shall be recorded and deducted from RideCo’s monthly invoice. After the City has finalized the fare structure for the service, RideCo’s Project Manager will incorporate the fare model into the RideCo platform. This could account for different fares for each classification of user, if desired by the City. Expected Deliverables: 1. Finalize fare structure for on-demand service 2. Implement fare structure in the RideCo platform Key Milestones: Finalize pilot fare structure Software, Hardware & Equipment Planning Responsibility: RideCo, Ready Artwork & City of Moorpark Key Staff: Rebecca Kundrick, Clayton Goes (RideCo Technical Product Manager), Victor Huynh (Ready Artwork CEO), Shawn Chavira (Opoli CEO) & City Project Manager Timeline: Contract Signing  6 Weeks Before Launch In consultation with the City of Moorpark, RideCo will develop a software and hardware installation plan that is approved by the City Project Manager. This plan will detail all the necessary tasks and the schedule to complete the installation of all software and hardware, as appropriate, including: • A plan outlining all tasks necessary to prepare City for the software installation • City staff and resources required during the installation, testing and acceptance activities • Contractor personnel and resources assigned to the data-related tasks, installation, testing and acceptance activities • Timeline and sequence of all installation, data-related testing, and acceptance tasks • Functional test procedures, including the use of persons with visual deficits • Training curriculum, schedule, and other training related requirements • Mock Go-live and go-live procedures • Roll-out procedures • Post-go-live procedures • Problem resolution procedures RideCo system setup includes white labelling/customizing the passenger applications to the City of Moorpark specification, setting the service hours, and configuring the performance parameters of the service to agency specification (i.e. pickup wait times, virtual stop locations (if applicable), maximum allowable in-vehicle times etc.). RideCo will work with Ready Artwork to white label assets in consultation with City staff. As a cloud-based system, the RideCo software platform does not the installation of servers or any additional installations for the backend of the system to run. 56 102 RideCo will configure the white labelled passenger mobile app to display the contact information such as a phone number and email address for support and agency administrative personnel will be able to add, remove, and adjust users and assign permission levels in the system’s backend. Opoli will be able to add or remove vehicles form the system; though tablets do not have to be added or removed at any point (as any registered vehicle operator can log into any tablet/vehicle using a unique driver ID assigned to them). Each vehicle’s seating capacity and seating types (e.g. wheelchair seating) and any other associated information will be configured in our software as well. This will ensure that the RideCo platform is always aware of exactly how many vacant seats are on a vehicle at a given moment and what type each seat is; this feature is fully customizable and can be used for multiple seat types, including (if applicable) whether bicycle rack space is available on a given service vehicle. In this way, no vehicle is ever overbooked and all passengers requiring special accommodation (such as a wheelchair/mobility device) are served equitably. The service area will be customized to City of Moorpark specification in terms of service status (active or disabled), service schedule (start and end time), days of service availability, service period (start and end date), assignment of service regions (or stop markers if applicable), vehicle assignments, and service exceptions (holidays, excluded service days or hours). Our software is aware of all stop locations within a zone (for both fixed route and on-demand transit) and can be programmed such that it delineates between different types of stop markers in-app such as fixed-route stops or popular point of interest – without the need of a physical sign at the location. RideCo will order Android smartphones or tablets with data plans, as well as vehicle dashboard mounts, in accordance with the software and hardware installation plan. This hardware will be equipped in the service vehicles when they are procured. RideCo and Opoli will work with the City of Moorpark to develop a vehicle acquisition plan that clearly outlines the fleet size, type, fixed and variable costs, operations and maintenance needs that fulfill the City’s ability to accommodate limited mobility users and bicycle storage. Opoli will purchase a core fleet of vehicles with a seating capacity of 8-12 passengers per vehicle, as well as two ADA accessible vehicles with a minimum capacity for one mobility device wheelchair/scooter) but preferably two mobility devices. Opoli plans to lease a fleet of Ford Transits 350s after contract signing; this will be presented in the vehicle acquisition plan after an agreement is reached. Opoli can acquire these vehicles in as little as a week. Opoli and RideCo understand the City’s preference is for a low-floor access vehicle for mobility devices versus lift- style and will accommodate this request during vehicle acquisition planning. Opoli will purchase brand new vehicles that significantly improve upon the age and mileage requirements specified in the RFP. These vehicles will meet all EPA standards. RideCo will ensure that all relevant federal, state, and local regulations are complied with, including trainings, certification, and/or licensure, as needed. 57 103 Expected Deliverables: 1. Develop a software and hardware installation plan 2. Service branding – white label assets to City of Moorpark specification 3. Develop vehicle acquisition plan Key Milestones: 1. Ready RideCo platform for implementation 2. Seek City approval on white labelled application and confirm in-app service details 3. Acquire service vehicles Install & Implement Software and Hardware Components Responsibility: RideCo Key Staff: Rebecca Kundrick & Clayton Goes Timeline: 6 Weeks Before Launch  1 Weeks Before Launch In conformance to the Technology Platform Documentation and Software and Hardware Installation Plan, RideCo will install the suite of modules contained in the software platform; apply all configuration identified in the software solution design; install necessary hardware on pilot vehicles; test the suite of modules; and perform system acceptance testing. The RideCo platform supports fully automated scheduling, dispatch, and reservations. It allows passengers to book trips in real-time via phone, internet, and mobile application. More information on the Passenger Mobile Application and its multiple booking methods can be found in the Passenger Mobile Application subsection of the Project Approach section. The RideCo platform incorporates an administrative interface that allows for real time monitoring and assessment of schedule adherence, vehicle locations, vehicle breakdowns, and operator performance. The Operator/Dispatcher Dashboards, as RideCo refers to its backend system, are accessible via standard web browsers from any commonly used internet enabled device. It provides options to generate reports and extract operational data for analysis. More detailed information on the Operator/Dispatcher Dashboards, including its full capability to track the service in real time and export reports can be found in the Project Approach section. The RideCo platform incorporates in-app payment and fare integration within our technology platform. The payment system is highly accessible and includes multiple forms of payment, including credit card and other options for unbanked users who do not own a smart phone or have low technology literacy, including pre-paid credit cards, cash or eligible Moorpark City Transit ticket or transit pass. More detailed information on fare payment technology can be found in the Fare Payment subsection of the Project Approach section. Before the service launches, RideCo will undertake significant testing of the service including the technology platform and fare collection methods. During this phase RideCo will resolve any challenges encountered during testing. After our initial testing, the service will enter the soft 58 104 launch phase where it is tested with a small group of users. If any additional problems are identified, they will be remedied prior to public launch. Key Deliverables: 1. Deploy RideCo technology platform 2. Publish white labelled City of Moorpark Apps to the Apple App Store and the Google Play Store from the City accounts 3. Provide City of Moorpark Opoli staff access to the RideCo Operator/Dispatcher Dashboards 4. Install Android smartphones or tablets in the service vehicles 5. Deliver a fully tested and functioning platform Key Milestones: 1. Deploy RideCo technology platform 2. Apps published to app stores 3. Acquire service vehicles 4. Vehicles equipped with required software and hardware 5. Comprehensive platform, service, and fare collection testing 6. Soft Launch with small group of users System & User Training Responsibility: RideCo, Opoli, and City of Moorpark Key Staff: Rebecca Kundrick, Shawn Chavira, & City Project Manager Timeline: 4 Weeks Before Launch  2 Weeks Before Launch RideCo will provide the City of Moorpark with a turnkey solution that requires minimal City staff resources needed to implement the service. However, RideCo will provide training and manuals for the City staff needed to monitor, assess, access data, and develop reports using RideCo’s Operator/Dispatcher Dashboards. RideCo’s Project Manager will ensure the adequate and complete training of all operators takes place prior to placing the operators on the Approved Operators List submitted to the City. More information on training and the manuals provided to the City of Moorpark can be found in the System and User Training and Support section. Key Deliverables: 1. Schedule training 2. Develop program specific training 3. Deliver user training Operator/Dispatcher Dashboards; provide additional training if required 4. Deliver Zendesk (RideCo’s preferred CRM) user training for City and Opoli staff 5. Operator training on use of the Operator Mobile Application 6. On-road operator training; provide additional training if required 59 105 Key Milestones: 1. Complete operator and dashboard training Technical Support Responsibility: RideCo Key Staff: Rebecca Kundrick & Clayton Goes Timeline: 4 Weeks Before Launch  Pilot Completion RideCo will provide ongoing technical support for the duration of the project. More information RideCo’s efforts to monitor and ensure that the system is functioning properly can be found in the Customer Service for the City of Moorpark subsection of the System and User Training and Support section. Technical support shall include: • Phone, email, and Slack responses to software failures or questions within 24 business hours • Assistance with questions on use of approved software configuration and software version • Availability of experts to confer on software new release installation and fixes to bugs • Software upgrades • Support tools, such as videos and live demos, to assist customers assistance for booking a trip using their smartphone Key Deliverables: 1. Ongoing software support for the City of Moorpark 2. Dedicated Slack channel with the RideCo Project Manager 3. Monthly software updates at no additional cost 4. Day-to-day assistance with questions on the RideCo platform 5. RideCo’s 99.99% platform uptime guarantee Key Milestones: 1. Establish a dedicated Slack Channel for real-time customer support Customer Service Responsibility: RideCo Key Staff: Rebecca Kundrick Timeline: 5 Weeks Before Launch  Pilot Completion RideCo will provide customer service to riders anytime the Pilot project is in operation. City staff will not be responsible for responding to customer service requests. Riders will have immediate access to customer service assistance through the Passenger Mobile Application, over the phone with Opoli call center, or through the passenger web app. Customer service concerns related to safety will be addressed immediately and reported to the City and Opoli within two hours. The City will have access to all customer service comments, questions, requests or complaints and RideCo’s responses thereto through their Zendesk account. RideCo monitors the Zendesk customer service portal during service hours for customer feedback, questions, or complaints. 60 106 Key Deliverables: 1. Write customized service FAQs for City approval 2. Publish FAQs to Passenger Mobile Application, the web app, and the service website 3. Create Zendesk portal for Moorpark service; grant access to City staff 4. Link Zendesk customer ticketing to the white-labelled apps Key Milestones: 1. Go live with customer Zendesk portal Pilot Deployment Plan Responsibility: RideCo, Ready Artwork & City of Moorpark Key Staff: Rebecca Kundrick, Victor Huynh (Ready Artwork CEO), Shawn Chavira (Opoli CEO) & City Project Manager Timeline: Contract Signing  6 Weeks Before Launch RideCo will submit a draft Pilot Deployment Plan to the City Project Manager detailing all tasks necessary to deploy the Pilot project showing the relationship across all components. These plans shall include timelines and indicate responsible parties. Tasks shall include but are not limited to: • Vehicle procurement • Stop or station preparation • Operator procurement and training • Administrative processes • Test runs • Promotional events and marketing • Full-service deployments Key Deliverables: 1. Pilot Service Plan 2. Vehicle Acquisition Plan 3. Marketing Plan 4. Software and Hardware Installation Plan Key Milestones: 1. City Approves Pilot Service Plan 2. City Approved Vehicle Acquisition Plan 3. City Approves Marketing Plan 4. City Approves Software and Hardware Installation Plan 61 107 Marketing & Promotions Plan & Implementation Responsibility: RideCo, Ready Artwork & City of Moorpark Key Staff: Rebecca Kundrick, Victor Huynh (Ready Artwork CEO), & City Project Manager Timeline: Contract Signing  6 Weeks Before Launch In consultation with the City of Moorpark, Ready Artwork and RideCo will develop a comprehensive marketing and promotions plan based upon our experience launching on- demand microtransit services. This plan will be submitted to the City Project Manager for approval. A preview of this plan can be found in the Marketing and Promotions Plan section. RideCo and Ready Artwork have worked together launching the largest-ever microtransit service with Los Angeles Metro. RideCo are Ready Artwork are knowledgeable on the best practices in planning and implementing a marketing and promotions plan that is effective for the City of Moorpark’s service. Key Deliverables: 1. Deliver marketing and promotions plan to the City Project Manager 2. Finalize service launch marketing plan 3. Create rider manual/how-to-use the app videos 4. Install key hub/station signage 5. Brand service vehicles 6. Prepare physical marketing assets 7. Prepare digital marketing assets, including service website, city landing page, FAQ 8. Finalize user-driven marketing campaigns 9. Finalize tabling or street team marketing events Key Milestones: 1. Deliver marketing and promotions plan to the City Manager 2. City approves marketing and promotions plan 3. Launch physical marketing assets 4. Launch digital marketing assets Contact Information Responsibility: RideCo Key Staff: Rebecca Kundrick Timeline: Contract Signing  Pilot Completion RideCo’s Project Manager will provide the City of Moorpark with emergency and after hours contact information, including their telephone number, email, and mobile number. City staff will also be able to reach our Project Manager through a dedicated Slack channel that is monitored during and outside of the City’s regular service hours. 62 108 Key Deliverables: 1. Deliver Project Manager emergency and after hours contact information 2. Dedicated Slack channel with the RideCo Project Manager Key Milestones: 1. Setup Communication Channels Vehicle Communication Responsibility: RideCo & Opoli Key Staff: Rebecca Kundrick & Shawn Chavira Timeline: 3 Weeks Before Launch  Launch Everything in the RideCo Operator Mobile App is fully automated and requires no direct communication with dispatch. When the operator is prompted to accept a pickup, they will push the “Accept Ride” button in the app. Once the operator has arrived at the pickup location, they will click the “I Have Arrived” button which will notify the RideCo platform of their arrival. During boarding, the operator will be prompted to collect the payment specified by the passenger when they booked their trip. Once they have arrived at the passenger’s destination, the operator will be prompted to click the “I Have Arrived” button and the “Dropoff” button next to the passenger’s name. Additional steps may be added if itinerary includes shared rides. Because the RideCo software is fully automated from the time the operator starts their shift to the time they end it, additional communications between operators and dispatch is only needed during emergencies. Operators will connect their cell phone numbers to their system profiles and can communicate directly with dispatch in the case of an emergency. They can also use the in-vehicle devices for emergency communication, if required. RideCo and Opoli will train operators to communicate with dispatch in the case of accident, breakdown, or another serious event. The Operator App automatically optimizes every few seconds to find the most efficient scheduling and routing available. This means that the platform dynamically updates the manifest in real-time. This ensures that operators follow a simple step-by-step in-app experience to pick up their passenger, collect payment (if necessary), follow turn-by-turn navigation, and drop off passengers at their destinations. Operators are entirely removed from the scheduling, routing, and time management decisions. Key Deliverables: 1. Whitelist City-approved operator profiles in the Operator/Dispatcher Dashboards 2. Install Android smartphones or tablets in the service vehicles Key Milestones: 1. Whitelist City-approved operator profiles in the Operator/Dispatcher Dashboards 63 109 Vehicles Responsibility: Opoli Key Staff: Shawn Chavira Timeline: 6 Weeks Before Launch  Pilot Completion Opoli will provide the storage and maintenance of vehicles; they will seek parking spaces in a City of Moorpark facility (at an additional cost negotiated between Opoli and the City) or another local facility. All daily and preventive maintenance required in section 18.2 and 18.4 of the RFP will be performed at a local maintenance shop and Opoli will contract general and heavy maintenance with Your Mechanic. All vehicles will be serviced daily: fueling, check/add engine oil, coolant, water, and transmission fluid; farebox vault pulling and replacement; wheelchair lift check; brake check; light and flasher check; and checking all vehicle performance defects reported by operators to identify potential safety and reliability items requiring immediate attention. Opoli will develop, implement, and maintain a written checklist of items included in the daily servicing of the vehicles. The checklist shall be utilized and kept on file for City and California Highway Patrol (CHP) review at any time during regular business hours. The checklist requirement may incorporate, or supplement CHP required driver’s pre-trip safety inspections. Opoli will always maintain all vehicles in a clean and neat condition. Opoli will develop and implement a preventive maintenance program that adheres to the preventive maintenance schedules and standards of the industry. They will also adhere to the manufacturer’s specifications and be sufficient so as not to invalidate or lessen warranty coverage of the vehicles. Adherence to preventive maintenance schedules shall not be regarded as reasonable cause for deferred maintenance in specific instances where the Contractor’s employees observe the maintenance ais needed in advance of schedule. The City, at its own expense, may inspect the vehicle(s) to ensure that regular preventive maintenance is being performed. All repairs to the vehicles will be performed by Opoli or another vendor and supplier (such as Your Mechanic) and shall be included in the final Agreement cost, as specified in the RFP. Repairs shall include, but not be limited to, work to correct loss or damage; adjustments due to normal wear and tear; and overhaul, rebuilding, or replacement of components. All required parts shall be new and meet manufacturer’s specifications. Repair work will be conducted as soon as is practicable upon learning that such work is required. Opoli will perform repair work expeditiously in response to identification for problems by operators and other staff members. Required repairs will not be deferred beyond a reasonable time. 64 110 Opoli is familiar with vehicles and equipment warranties and will comply with all warranty provisions in the conduct of maintenance. If towing of a vehicle is required due to mechanical failure or damage, Opoli shall be responsible to provide such towing at their sole expense. Opoli will prepare, maintain, and make available to the City, the CHP, and/or such other regulatory agencies with jurisdiction records and data relative to vehicle maintenance. Maintenance records shall be maintained on all vehicles indicating all warranty work, preventive maintenance and repairs performed on each vehicle. All such records and reports will be prepared and maintained in such as manner to fulfill any applicable state or federal requirements, as well as any needs of the City to enable tit to evaluate accurately Opoli’s maintenance performance and the operating expense associated with the services provider under this agreement. RideCo and Opoli understand that the City maintains the right to inspect, examine and test, at any reasonable time, any vehicles used in performance of this Agreement and any equipment used in the performance of maintenance work in order to ensure compliance with this Agreement. Such inspection shall not relieve Opoli of the obligation to monitor continually the condition of all vehicles and to identify and correct all substandard or unsafe conditions immediately upon discovery. Key Deliverables: 2. Provide for the storage of all vehicles 3. Vehicles serviced daily 4. Develop and adhere to a preventative maintenance program for all service vehicles 5. Ensure that all vehicles are repaired properly in accordance with industry and manufacturer guidelines 6. Provide the City with jurisdiction records and data relative to vehicle maintenance Key Milestones: 1. Develop a preventive maintenance program Drivers Responsibility: RideCo & Opoli Key Staff: Rebecca Kundrick & Shawn Chavira Timeline: Contract Signing  Pilot Completion All vehicle operators will possess a valid California Class B or C driver license for the operation of the type of vehicles to be used by that respective operator during service. RideCo and Opoli will provide thorough training for all operators for the proper performance of their duties. Operators 65 111 be will be thoroughly trained on the use of all equipment required, including the Operator Mobile App, all ADA-compliant and mobility device enabling equipment, and backup vehicles. Opoli will ensure that operators wear an approved uniform of clean and neat appearance, are helpful and courteous, ensure that fares are collected and deposited into the farebox, assist senior citizens and passengers with disabilities, refuse rides to unruly passengers, stay on schedule, obey all traffic laws, and enforce all City Transit Passenger Rules detailed in Exhibit G of the RFP. Operators will not smoke in the vehicles or allow passengers to do so. RideCo and Opoli acknowledge that the City has the right, contingent upon Opoli’s personnel policy guidelines, to ask for the temporary or permanent removal of any operator furnished by Opoli for any reasonable cause. This is not to be construed as requesting the removal from employment with Opoli. A copy of Opoli’s personnel policy guidelines will be provided to the City of Moorpark after award and prior to contract signing. All operators will be employees of Opoli and Opoli will be solely responsible for payment of all employees’ wages and benefits. Opoli acknowledges that operators are not permitted to be independent contractors. Opoli will faithfully comply with the requirements of all applicable laws with respect to employee liability, workers’ compensation, unemployment insurance and other forms of social security. Opoli will also be responsible for withholding of income tax at its source from employees’ wages and, furthermore, will indemnify and hold harmless the City and the State of California from any liability, damages, claims, costs, and expenses of any nature arising from alleged violation of such laws. Opoli will provide thorough training for all operators for the proper performance of their duties through their training program that encompasses the National Safety Council Defensive Driving Course. This program should also direct itself to dealing specifically with transporting the elderly and mobility impaired. All new employees shall receive proper training and instruction at the time of hiring and prior to being assigned to the service. This training program will be provided to the City of Moorpark for review after award and prior to contract signing. Opoli requires pre-employment medical examinations, including drug and alcohol testing, for all prospective operators and other safety sensitive employees. Any person who has not successfully passed such an examination will not be permitted to operate a vehicle in any service performed with the City of Moorpark. Additionally, Opoli has an anti-drug program established for employees under the congressionally mandated Drug-Free Workplace Act. The required anti- drug program includes, in addition to the pre-employment testing, testing after an accident, when there is reasonable cause, periodically, every two (2) years upon receipt or renewal of the Department of Motor Vehicles Medical Examiner’s Certificate, and before returning to duty to perform sensitive safety functions after a positive drug test. Opoli will comply with the Congressionally Mandated Drug-Free Workplace Act of 1988, by providing certification to the City of Moorpark that (a) the drug free workplace actions shall be implemented, and (b) those actions are being/have been implemented. 66 112 Opoli will perform background checks on operators utilizing a vendor such as Live Scan to ensure that operators with inappropriate backgrounds are not employed to provide services for this service. Operators will have no felony conviction history. Key Deliverables: 1. Schedule operator training 2. Provide operator training that encompasses the National Safety Council Defensive Driving Course 3. Provide City of Moorpark with Opoli’s Personnel Policy Guidelines 4. Perform background checks on vehicle operators Key Milestones: 1. Provide operator training that encompasses the National Safety Council Defensive Driving Course Drug and Alcohol Testing Responsibility: Opoli Key Staff: Shawn Chavira Timeline: Contract Signing  Pilot Completion Opoli has an established drug and alcohol testing program that complies with 49 CFR Part 655. Throughout the duration of the Pilot, they will produce any documentation necessary to establish its compliance with Part 655, and permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency of California or City, to inspect the facilities and records associated with the implantation of the drug and alcohol testing program as required under 49 CFR Part 655 and review the testing process. Opoli agrees further to certify annually its compliance with Part 655 before February 15 and to submit the Management Information System (MIS) reports before February 15 to the City’s Project Manager, as required in the RFP. To certify compliance Opoli will use the “Substance Abuse Certifications” in the “Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements,” which is published annually in the Federal Register. Opoli will submit to the City of Moorpark upon execution of an Agreement, copies of its employee handbook and substance abuse policy as well as all training guides no later than thirty (30) days after Agreement start date. Key Deliverables: 1. Establish and implement a drug and alcohol testing program, as specified in the RFP 2. Provide City of Moorpark copies of Opoli’s employee handbook, substance abuse policy, and training guides 67 113 3. Certify annually Opoli’s compliance with 49 CFR Part 655 before February 15 and submit the Management Information System (MIS) reports before February 15 to the City Project Manager Key Milestones: 1. Certify annually Opoli’s compliance with 49 CFR Part 655 before February 15 and submit the Management Information System (MIS) reports before February 15 to the City Project Manager National Transit Database Reporting Requirements Responsibility: RideCo & City of Moorpark Key Staff: Rebecca Kundrick & City Project Manager Timeline: Project Launch  Pilot Completion RideCo understands that the Federal Transit Administration (FTA) requires the City of Moorpark to submit reports to the National Transit Database (NTD). RideCo will assist the City in completing all NTD reports by providing the number of passengers, vehicle revenue hours, vehicle revenue miles, fare collected, and total vehicle miles for each vehicle (beginning mileage as of July 1 and ending mileage as of June 30). The RideCo dashboards capture, store, and can transmit all NTD required reporting data. RideCo’s Project Manager will ensure that City staff are properly trained to utilize the Operator/Dispatcher Dashboards and can use this important function. Key Deliverables: 1. Capture, store, and transmit all NTD required reporting data Key Milestones: 1. Transit all NTD required reporting data in accordance with FTA deadlines Special Services Responsibility: RideCo, Opoli, & City of Moorpark Key Staff: Rebecca Kundrick, Shawn Chavira, & City Project Manager Timeline: Project Launch  Pilot Completion RideCo understand that from time to time, the City may wish to expand the hours or the days of services to the community. RideCo understands that with twenty-four hours written notice, we shall provide the special service using the Agreement vehicles, at the regular hourly rate. Key Deliverables: 1. Expand service as requested by the City of Moorpark Key Milestones: 1. Service Expansion 68 114 E. Project Timeline Project Timeline 8 Week Implementation Plan (Milestone & Work Activity) Start / Stop Dates Owner: DEVELOP & FINALIZE SERVICE PLAN Kick-off Meeting Contract Signing RideCo Model zone demand & identify virtual stops Week 1-2 RideCo Setup software platform with zone, map, & traffic models Week 2 RideCo Finalize service boundaries & tune virtual stops (physical validation) Weeks 1 – 3 RideCo Present service model to City of Moorpark for approval and finalize Week 2-3 RideCo & City Weekly staff briefings Week 1-8 RideCo & City DEVELOP & FINALIZE FARE STRUCTURE & COLLECTION PLAN Determine fare prices & structure (based on simulations & unit cost) Weeks 1 – 2 RideCo & City Implement / comprehensive testing of collection plan for each method Weeks 2 – 4 RideCo DEVELOP & FINALIZE MARKETING PLAN Develop & finalize marketing plan for approval Week 2 - 3 RideCo, Ready Artwork & City Build website / FAQ & create campaign calendar, signage & print media, vehicle wrap design Weeks 3 – 5 RideCo, Ready Artwork & City DEPLOY TECHNOLOGY & TRAIN SYSTEM USERS Deploy backend dynamic routing / dispatch system Week 2 RideCo White label & publish apps to app stores Weeks 2 – 4 RideCo & Ready Artwork Setup Zendesk ticketing system for passenger support Week 2 RideCo User & best practices training for telephone support, system & dashboard Week 3 RideCo, Opoli & City Comprehensive platform & fare collection testing with actual drivers Week 4 RideCo Establish a dedicated Slack Channel for real-time customer support Week 4 RideCo ONBOARDING DRIVERS & VEHICLES Acquire service vehicles subject to Pilot Deployment Plan approval Week 2 Opoli & City Vehicles equipped with required software and hardware subject to Hardware and Software Plan Approval Week 3 RideCo, Opoli & City Complete vehicle branding Weeks 3 – 4 RideCo & Ready Artwork Train divers on driver app / dashboard training Week 4 RideCo, Opoli & City 69 115 Determine & provide driver schedules Week 4 RideCo & Opoli SOFT LAUNCH TESTING & PRE-LAUNCH MARKETING Launch white-labelled app to app store subject to approval Week 5 RideCo Mock go-live with small group of users (validate KPIs & support responses) Week 5 RideCo, Opoli & City Provide additional training as required Weeks 5 – 6 RideCo Launch website / begin media relations / physical and digital marketing launch Week 6 – 7 Ready Artwork Launch publicity event Week 8 RideCo, Ready Artwork & City PUBLIC LAUNCH Launch service to public Week 8 RideCo, Opoli & City Conduct ride-along tests daily during launch week Week 8 RideCo Post launch service model tuning and configuration Weeks 8 – 10 RideCo POST LAUNCH (GATHER DATA, ANALYSIS, REPORTING, MAINTENANCE, MARKETING) Execute activities as per campaign calendar & review performance Continuous RideCo, Ready Artwork & City Regular performance monitoring (Weekly & monthly performance reports) Continuous RideCo Service plan adaption & operator schedule updates Continuous RideCo Bi-weekly staff briefings Continuous RideCo & City Reduction or Elimination of Fixed Route Service Hours or Elimination (as desired by MCT) TBD City 70 116 F. Relevant Experience, Past Performance, References, and Key Team Members Experience RideCo Inc. is the most advanced on-demand transit technology and services company on the market today, trusted by clients such as Los Angeles Metro, Houston Metro, VIA Metropolitan, and Calgary Transit, which collectively account for over 600 million passenger trips each year. RideCo has designed and launched over 35 dynamic route on-demand transit services in 21 cities across North America and Asia, spanning both public and private sectors, with 7 more services under contract to launch in 2020. RideCo is the industry leader in the on-demand transit space and can exceed the required Scope of Services with additional functionality to improve the service the City of Moorpark outlined in the RFP. We have a proven track record designing and implementing efficient services that grow ridership and reduce agency/city costs. Our services in San Antonio (Texas), Cochrane (Alberta), and Calgary (Alberta) expanded mobility options, outperformed fixed-route equivalents, increased dependability for riders, grew ridership, and reduced costs – nearly identical to the goals the City of Moorpark has outlined in the RFP. RideCo’s VP of Business Development, Matthew Monteyne, can be reached at: RideCo was founded 6 years ago to solve the issue of limited transit options for daily commuters in areas of low population density, and now provide solutions supporting the most use cases to solve mobility-related challenges in the industry as demonstrated by our client base and publicly available case studies. The most common RideCo solutions involve: • Low density area community trips • First and last mile access challenges for transit hubs • Upgrading paratransit to be on-demand and more efficient • Replacing underperforming bus routes • Parking management challenges at transit/rail stations • Rural mobility & intercounty connectivity RideCo and its 31 employees have won significant on-demand ridesharing transit projects in 2020, including a 100-vehicle project with Los Angeles Metro – the largest on-demand transit contract ever awarded. After working with LA Metro for over a year, they confidently selected RideCo over other industry players their comprehensive microtransit service across 6 zones. LA Metro unanimously ranked RideCo ahead of our competitors in every single technical category. This service launches later in 2020. Since our founding we have raised over $11 million and RideCo Inc. Email: proposals@rideco.com 101-279 Weber St. N Office: (226) 240-1089 Waterloo, Ontario Cell: (519) 590-1836 Canada Fax: 1-866-837-2786 N2J 3H8 Web address: http://www.rideco.com/ 71 117 continue winning marquee deals that accelerate our cash-flow, our recent award with LA Metro is for $29 million. The RideCo platform is the most efficient and productive at pooling riders and delivers the most superior and cost-effective on-demand transit deployments in the world, as demonstrated by our implementation of a fully automated scheduling, dispatch and reservation system that features demand responsive, innovative mobility systems in San Antonio, Cochrane, and Calgary, where we established performance criteria, perfected our setting accuracy, and met all our overall project outcomes. Nearly every RideCo service, including the services referenced in this proposal, incorporate passenger fare (cash, non-cash) as part of the fare payment. RideCo’s on-demand ridesharing service with VIA Metropolitan in San Antonio provides point-to- point on-demand mobility in a low-density suburban area of 19 square miles. This service is the most successful public sector microtransit service in North America; RideCo exceeded all project goals in just fourteen weeks, achieved a (pre-fare recovery) cost per passenger of less than $8, and has grown ridership by over 10 percent compared to the old fixed-route service. Throughout implementation and the post-launch phases of the project, we led an aggressive marketing campaign in this automobile-centric market to grow ridership. This deployment boasts industry- leading metrics: we serve ~650+ passengers per day, average 70% shared rides, and achieves 5 passengers per vehicle hour – 30%+ superior to peer services. RideCo provides its agency partners the most cost-efficient microtransit services in the industry. VIA Metropolitan’s CEO, Jeff Arndt commented that RideCo’s service “has proven to be a true game-changer … the service has been tremendously successful as a flexible travel option that helps us become more efficient and provides connections to the places our customers go.” Our service launched on schedule and has been renewed past the pilot period; the agency is planning further expansion of microtransit to nearby zones. RideCo’s town-wide on-demand ridesharing service in Cochrane has thrived despite no pre- existing public transit service in the community prior to launch. This RideCo-powered point-to- point service features 145 virtual stops and transports ~180 passengers per weekday with 78% shared rides and an industry-leading 4.6 weekday passengers per vehicle hour. This service is the one of the world’s most rapidly adopted microtransit deployments, that boasts industry- leading productivity for an on-demand solution in a low-density area. RideCo was praised for our ability to deliver industry-leading productivity and outstanding project support: RideCo’s intuitive on-demand software has allowed [us]… to launch a dynamic and [demand] response local transit solution… The experience using RideCo is exceptional and easy for both the front and back-end user. RideCo [offers]… more than just software; their operational team’s hands-on training, ongoing support, and innovative thinking has been essential in the success of Cochrane On-demand Local Transit. – Devin LaFleche, Transit Coordinator, Town of Cochrane RideCo’s microtransit service in Calgary connects riders living in unconnected communities in the northern end of the city to two key transit hubs. During implementation, RideCo advised This service, which operates across 2.5 square mile zone, grew ridership up to ~188 passengers per 72 118 day, averages 90% shared rides with an average trip rating of 4.9/5-stars. Riders arrive at their destination before their guaranteed arrive-by time on 96% of trips. RideCo’s Calgary service features the world’s leading productivity in a first-last-mile challenge: it achieves 20 passengers per vehicle hours during peak hours and 7 passengers per vehicle hours when averaged across all weekday service hours. This RideCo-powered service met all the goals of the one-year pilot in the first 5 weeks: Target Projected Ridership 620 trips per week >900 trips per week Customer Satisfaction 85% 97.2% Number of App Downloads 200 1676 Cost Per Passenger confidential Achieved project goals RideCo has significant knowledge and experience in public transportation planning and operations. Since our founding, RideCo has planned and operated 35 services in over 21 cities. Stephen Kuban, our most senior microtransit planner, has designed 23 services over the past four years, including Los Angeles Metro, North County Transit District, Hampton Roads Transit, Rock Region Metro, Exo Transit (Montreal) and Calgary Transit. Additionally, RideCo’s work has been used to validate select agencies’ Comprehensive Operational Analysis in complement with a wide array of planning firms: Transportation Management & Design, IBI Group, Four Square Integrated Planning and UrbanTrans. Stephen will be principally responsible for designing an effective service model for the City of Moorpark. The City of Moorpark can have every confidence in RideCo’s ability to implement projects funded through Federal Transit Administration (FTA) funds. RideCo has implemented projects in San Antonio and Carlsbad (California) that utilize FTA funds. We are also currently launching a service with Rock Region Metro (Arkansas) that is supported by FTA funds. RideCo is fully equipped to comply with the City of Moorpark’s status as a recipient of an FTA grant; this includes compliance with the Civil Rights Act of 1964; employee protections; reporting, record retention and access; federal changes; debarment and suspension; and technical restrictions on the acquisition of intelligent transportation system property and services, among other relevant criteria. RideCo is fully aware of the powers possessed by the FTA and the City of Moorpark if contract compliance around FTA grant funding is violated; RideCo has not violated any FTA grant funding closes in any of our services. RideCo and its subcontractors will be a trusted and supportive partner for this FTA-funded project with the City. Select services utilizing RideCo software are presented on the next page: 73 119 Los Angeles Metro Point-to-Point and Transit Connection RideCo worked with LA Metro to plan, design, and integrate on- demand transit into their system as part of Metro’s NextGen transit network redesign. In this competitive bid process against industry giants, our proposal ranked highest in every technical category. Once at scale, this will be the largest public on-demand transit deployment in the world, with 100 vehicles across six zones. VIA Metropolitan Underperforming Bus Route Replacement in Low-Density Area RideCo’s service in San Antonio is the most successful public sector on- demand transit deployment in North America, exceeding 5.0 passengers per vehicle per hour and achieving all project goals in under 14 weeks. RideCo increased the coverage area by 100%, grew ridership by 30%, decreased the average walking distance from 12 to 5 minutes, and reduced the transit agency’s cost-per-passenger by 20%. Metro Houston Legacy Dial-a-Ride Replacement RideCo’s upcoming service for Metro Houston is designed to maximize their system’s efficiency. The transit agency’s impetus for this project was to solve three unique use cases in a single service zone that no other microtransit company could: curb-to-curb, walk-ons, and school subscription trips. RideCo’s three on-demand services are launching in Fall 2020 with the goal of achieving a 10% increase in ridership and a 10% increase of passenger trips per vehicle revenue hour (PVH). Calgary Transit First-Mile-Last-Mile Connection RideCo’s service in Calgary (Alberta, Canada) achieved all of its service goals within 5 weeks of launch and is among the most productive in the world, achieving 20 passengers per vehicle hour during peak hours and 7.5 passengers per vehicle hour averaged across all service hours. This service maintains a 96%+ on-time record and achieves a cost-per- passenger that is 20% lower than its equivalent fixed-route service. 74 120 Opoli, our fleet partner on this project, has over 25 years of experience in the ridesharing and transportation industries. They have a track record of providing a safe and reliable customer experience at an affordable price and currently support more than 1,800 operators who complete more than 1 million rides annually. Opoli runs ridesharing services to and from San Francisco International Airport, Oakland International Airport, Sacramento International Airport, and San Jose International Airport. Most importantly to the City of Moorpark, Opoli has significant experience supporting all vehicle operations required in this RFP including the leasing, maintenance, and repair of vehicles; employing and managing a pool of vehicle operators; and managing a team of dispatch and call center specialists. RideCo and Opoli have a practiced partnership as evidenced by our service at LAX/Inglewood which moves airport employees between their homes and LAX in time for their shifts. Opoli has an impressive track record in the on-demand space and are uniquely qualified to support RideCo on this deployment; their track record delivering vehicle operations and support for on-demand projects in California will be key to our success in Moorpark. Ready Artwork has over 15 years of experience marketing and promoting for their clients. They are experienced at creating branding, marketing, websites, and graphic design projects for their clients. Ready Artwork has developed over 650 long-term branding projects, including for RideCo’s service with Los Angeles Metro – the largest microtransit contract ever awarded in North America. They also have experience marketing one of the fastest growing microtransit services in north America. Ready Artwork are experienced RideCo partners and fully versed in effective strategies to launching a new and effective microtransit service. In addition, they have built over 750 e-commerce websites and 1,600 information websites, and designed and executed social media campaigns that have tripled engagement and increased sales by 50% for their clients. Their eye-catching visual creations include over 450 fully customized logos and more than 800 graphic design projects. RideCo has selected Ready Artwork to work with the City of Moorpark because of our strong working relationship we have developed launching our service in Los Angeles and their familiarity with marketing new on-demand microtransit services. RideCo References and Case Studies Via Metropolitan Transit 1021 San Pedro Ave. San Antonio, Texas 78212 David Vidal | Interim Project Manager david.vidal@viainfo.net P: (210) 362-5105 City of Cochrane 101 RancheHouse Road Cochrane, Alberta T4C 2K8 Devin LaFleche | Transit Coordinator/Planner I devin.lefleche@cochrane.ca P: (403) 851-4739 Calgary Transit 928 32 Ave. NE Calgary, Alberta T2E 6T9 Charles Rushton | Senior Consultant, Strategy & Business Evolution Charles.Rushton@Calgary.ca P: (403) 968-5938 75 121 Case studies for the following RideCo services are included on the subsequent pages. 1. San Antonio, Texas 2. Cochrane, Alberta Canada 3. Calgary, Alberta Canada 76 122 77 123 78 124 79 125 80 126 81 127 82 128 Key Team Members RideCo’s Project Manager for this service will be Rebecca Kundrick, a leading member of RideCo’s Project Management and Customer Success team. Her concise approach to implementation, high degree of organization, and internalization of individual project management has resulted in 100% of her deployments launching on time or ahead of schedule. Rebecca takes the time to understand the nuances of each agency and the highly specific goals of each project she manages. This contributes to her projects exceeding their KPIs within the first 5 weeks on average. Rebecca has managed the majority of RideCo’s paratransit implementations, including Cochrane, one of the first city-wide on-demand transit services in North America. Rebecca ensured that RideCo’s service in Cochrane achieved all its KPIs in less than two weeks. Rebecca has a great working relationship with her client’s – most notably: Calgary Transit, Antelope Valley Transportation Authority, Pacific Western Transit, the City of Cochrane (Alberta) and Guelph Transit. She is excited to ensure that the City of Moorpark’s mobility pilot meets all the goals and objectives identified in the RFP, including ridership growth and cost-efficiency. Rebecca will be supported by key figures from RideCo, Opoli, and Ready Artwork. Resumes for the key team members can be found on the following pages. Rebecca Kundrick PROJECT MANAGER Day-to-Day During Pilot Matthew Monteyne VP Business Development RideCo Principal-in-Charge Stephen Kuban Service Design & Launch Specialist (RideCo) Day-to-Day Pre-Launch Clayton Goes Technical Product Manager (RideCo) Day-to-Day Pre-Launch & As Needed Post-Launch Shawn Chavira Chief Executive Officer (Opoli) Day-to-Day During Pilot Victor Huynh Chief Executive Officer (Ready Artwork) Day-to-Day Through Post Launch Planning & Service Model Design Software Platform & Development Vehicle - Operator Mngt & Operations Marketing 83 129 84 130 85 131 86 132 87 133 88 134 89 135 G. Other Information The following pages are examples of sample KPI reports from the RideCo platform solution. 90 136 91 137 See the following pages for RideCo’s standard Subscription and Services Agreement. These terms are negotiable. 92 138 RIDECO SUBSCRIPTION AND SERVICES AGREEMENT This Subscription and Services Agreement (this “Agreement”) is entered into on ________________ 202__ (the “Effective Date”) by and between RideCo Inc., having its head office at 279 Weber St. North, Waterloo, Ontario N2J3H8, Canada ("RideCo"), and __________________ having its principal address at _____________________________ ("Customer"). RECITALS A. RideCo is a technology provider for on-demand transit services. B. Customer wishes to implement a technology-driven transportation service and RideCo is willing to provide access to RideCo’s Dynamic Transit System (as defined below) on a license basis and to coordinate the provision and delivery of transportation services on the terms set out herein (the “Project”). NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged by each of the parties hereto, it is agreed by and between the parties as follows: 1. INTERPRETATION 1.01 Definitions: In this Agreement, unless there is something in the subject matter or context inconsistent therewith, the following terms shall have the following meanings: “Distributed Software” means the RideCo passenger mobile application and driver mobile applications and any other software tools or components made available by RideCo for download under this Agreement; “Dynamic Transit System” means RideCo’s proprietary software programs including optimization algorithms, data analysis algorithms, web application, passenger mobile application, driver mobile application, dashboards, graphical user interface, all documentation and end user manuals; “Documentation” means any and all of the following that are provided by RideCo, in any form of media, in connection with the Agreement (a) know-how, proprietary information and methodologies, document templates and best practice guides; (b) scripts and data analysis tools; (c) user manuals and guides, that explain or facilitate the use of the Software, including all updates thereto; and (d) data sheets, specifications and other technical documents and materials in respect of the Software; “Maintenance and S upport Services” means the maintenance and support services provided by RideCo as further described in Section 3 of this Agreement and Schedule “B”; “Personal Data” has the meaning given in Schedule “C”; “Platform Software” means collectively the RideCo Dynamic Transit System (DTS) cloud platform technology and underlying software, including its dyna mic routing technologies, ride- sharing technologies, algorithms, implementation architectures, operations dashboards, user interfaces, and application programming interfaces (“APIs”) to third party systems; "Operational Data" means data recorded by the Distributed Software and presented through export on the operations dashboard end-user interface, where such data is provided by Customer or passengers or partner drivers of Customer. For greater certainty, Operational Data includes passenger ride booking information (origin, destination, time, payment, status) and driver action data (location data, pickup/drop-off times) however Operational Data does not include system 93 139 log data or any other data that is not provided as an export to an end user through the operations dashboard end-user interface; “Services” means collectively the provision of access to the Software, Documentation, associated APIs and interfaces to third party systems provided by RideCo under this Agreement together with the vehicular transportation services provided by the Transportation Operations Provider and Maintenance and Support Services all as further described in the schedules hereto; “Software” means collectively the Distributed Software, Platform Software, and any interfaces between the two; "Software Enhancements" means an update or upgrade to the Distributed Software or to the Platform Software, which update or upgrade may include new product features that change the character or structure of the software or its functional use or operation and will usually form part of an automatic update to the Software without any action being required from Customer; “Subscription and Services Fee” means the fees set forth in Schedule “A”; and “Transportation Operations Provider” means the subcontractor that is contracted by RideCo to provide drivers and vehicles for the Project. 1.02 Schedules: The schedules to this Agreement are set forth as follows: Schedule “A” - Project Terms and Scope of Work Schedule “B” - Service Level Agreement Schedule “C” - Personal Data Protection Undertaking Schedule “D” - Software Functional Requirements 2. SERVICES LICENSE, INTELLECTUAL PROPERTY RIGHTS, CONFIDENTIALITY 2.01 Services. During the term of the Project, RideCo shall: a) provide and supply all necessary hardware and software to run the Project with the Dynamic Transit System; b) contract with a Transportation Operations Provider, acceptable to the Customer, that will supply drivers and vehicles that meet applicable bylaws, insurance requirements, and regulations of the Customer; c) perform logistics activities involved in running the Services, including without limitation: i. the coordination of the dispatch, selection, scheduling, training and itinerary management for the Transportation Operations Provider, vehicles and drivers in relation to the Project; ii. managing hours of operation and operating parameters as defined in Schedule “A”; iii. communicating itinerary information with passengers and drivers (digitally via the website, SMS, or the mobile app); 94 140 iv. collecting fare payments (“Fare Payments”) from passengers of the ride-share service, via credit card (if applicable). The Fare Payments shall be reported in the Invoice (as such term is defined in Section 5.02); and v. utilizing the Float (as defined in Section 5.03below) to pay costs involved in the operation of drivers and vehicles on the Project, d) advise Customer of the assistance it requires from Customer in connection with the completion of its responsibilities under this Agreement; and e) complete the Project in a professional and competent manner by persons qualified and skilled in their occupations and the roles that they are required to perform hereunder, and in accordance with: (a) this Agreement; (b) industry standards; and (c) any requirements of law, as applicable. 2.02 License Grant: Subject to the terms of this Agreement, RideCo grants Customer a limited, revocable, non-exclusive and non-transferable license to access and use the Dynamic Transit System in the geographic area identified in Schedule “A”. The Distributed Software may only b e used in combination with the Approved Equipment/Third Party Software. RideCo or its agents, resellers or distributors may release from time to time to Customer at no additional charge during the term of this Agr eement, software bug fixes and patches and such releases shall be considered “Software” hereunder and subject to the terms of this Agreement unless otherwise specified by RideCo. 2.03 Restrictions & End User Terms: a) Restrictions. Except as otherwise expressly permitted in this Agreement, Customer shall not, and shall not encourage any third party to: (i) customize, modify or create any derivative works of the Services; (ii) decompile, disassemble, revers e engineer, or otherwise attempt to derive the source code for the Software (except to the extent applicable laws specifically prohibit such restriction); (iii) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Distributed Software; (iv) publish any results of benchmark tests run on the Software to a third party without RideC o’s prior written consent; (v) redistribute, encumber, sell, rent, lease, sub- license or otherwise transfer rights to the Services; (vi) copy, reproduce, distribute, modify or in any other manner duplicate the Software, in whole or in part and Customer may not copy any written materials (except for training materials and for internal use) accompanying any portion of the Services unless specifically authorized in writing to do so by RideCo. Customer shall not access the Services in order to build a competitive product or service or to copy any ideas, features, functions or graphics of the Dynamic Transit System or the Documentation. For greater certainty, Customer will not be in breach of this Section 2.03 if Customer independently develops a competing product or service without use or reference to RideCo ’s Confidential Information. b) End Users. RideCo and its subcontractors shall ensure that end users agree to appropriate terms of service and privacy policy in accordance with requirements of applicable law before using the Services. RideCo will inform end users that the transportation services are provided on behalf of the Customer by the Transportation Operations Provider. 2.04 RideCo Intellectual Property: RideCo retains all right, title and interest in and to the Dynamic Transit System including all Documentation, all intellectual property rights in the Software and all copies and derivative works thereof. Customer acknowledges and agrees that the Dynamic Transit System, and all intellectual property rights therein (including without limitation, copyrights, patents, trade secrets, trademarks, moral rights and other intellectual property rights, in and to the Dynamic Transit System and all modifications, changes, 95 141 enhancements, or additions thereto) and all intellectual property rights relating to the provision of professional services, feedback, technical support, maintenance and other support if any, (collectively, “RideCo IP”), are owned or licensed by RideCo. To the extent Customer acquires rights in the RideCo IP, Customer assigns such rights to RideCo and waives any moral rights it may have in the RideCo IP to and in favor of RideCo. Nothing in this Agr eement gives Customer any right, title or interest in, to or under any of the Dynamic Transit System or any intellectual property rights therein (including without limitation patent rights) or arising pursuant to professional services, product feedback, technical support and other support. 2.05 Operational Data: As between Customer and RideCo, Customer will own the Operational Data from the Project and Customer acknowledges and agrees that RideCo is not responsible for any liability arising out of the collection, retention, use, operation and disclosure by Customer of Operational Data. Subject to the personal data protection undertakings set out in Schedule “C”, Customer hereby grants to RideCo for the duration of this Agreement a worldwide and royalty-free right and license to access and use the Operational Data for the sole purposes of: (i) providing the Services to Customer, (ii) assessing the performance of the Services; and (iii) creating Pattern Data (as defined in Section 2.06 below). Customer is not entitled to receive any compensation or re-imbursement of any kind from RideCo for use of said Operational Data. Except as otherwise expressly per mitted in this Agreement, RideCo does not claim any right, title or interest in the Operational Data. 2.06 Personal Data Protection Undertaking. RideCo hereby agrees and undertakes to comply with the personal data protection undertakings set out in Schedule “C”. 2.07 Pattern Data. “RideCo Pattern Data” means non-personally identifiable data including Operational Data which contains no Personal Data (as such term is defined in Schedule “C”). For greater certainty, RideCo Pattern Data does not identify a specific passenger or driver. As between RideCo and Customer, all right and title to RideCo Pattern Data belongs to RideCo and accordingly RideCo is free to use RideCo Pattern Data for any purpose including the improvement of RideCo’s Services. 2.08 Suggestions. RideCo shall ha ve a royalty-free, worldwide, transferable, sub licensable, irrevocable, perpetual, unrestricted license to use and/or incorporate into its products, services and business any suggestions, enhancement requests, recommendations or other feedback provided by Customer relating to the operation of the Services. 2.09 Reservation of Rights. Except for the rights and licenses granted in this Agr eement, Customer acknowledges and agrees that RideCo owns and shall retain all right, title and interest (including without limitation all patent rights, copyrights, trademark rights, trade secret rights and all other intellectual property rights therein) in and to the t echnology used to provide t he Services) and all related RideCo IP and RideCo grants Customer no further licenses of any kind hereunder, whether by implication, estoppel or otherwise. Customer acknowledges that only RideCo shall have the right to maintain, enhance or otherwis e modify t he Dynamic Transit System. 2.10 Confidentiality: a) Confidential Information. As used herein, "Confidential Information" means all confidential information of a party ("Disclosing Party") disclosed to the other party ("Receiving Party") that is designated in writing as confidential or ought to be considered confidential based on t he nature of the information and the circumstances of disclosure. For greater certainty, the Documentation and the functionality of the Software are all Confidential Information of RideCo. Confidential Information shall not include any information that the Receiving Party can demonstrate by its written records: (i) was known to it prior to its disclosure hereunder by the Disclosing Party; (ii) is or becomes known through no wrongful act of the Receiving Party; (iii) has been rightfully received from a third party without restriction or disclosure and without breach by such third party 96 142 of a non-disclosure obligation; (iv) is independently developed by the Receiving Party; or (v) has been approved for release by the Disclosing Party’s prior written authorization. b) Obligations. Neither party shall use any Confidential Information of the other party except as necessary to exercise its rights or perform its obligations under this Agr eement or as expressly authorized in writing by t he other party. Each party shall use t he same degree of care to protect the other party’s Confidential Information as it uses to protect its own Confidential Information of like nature. Neither party shall disclose the other party’s Confidential Information to any person or entity other than its officers, employees, service partners, consultants and legal advisors who need access to such Confidential Information in order to effect the intent of the Agreement and who have entered into written confidentiality agr eements wit h it at least as restrictive as those in this Section. Upon any termination of this Agreement, the receiving party will promptly return to the disclosing party or destroy, at the disclosing party’s option, all of the disclosing party’s Confidential Information. c) Injunctive Relief. Each party acknowledges that due to the unique nature of the other party’s Confidential Information, the disclosing party may not have an adequate remedy in money or damages if any unauthorized use or disclosure of its Confidential Information occurs or is threatened. In addition to any other remedies that may be available in law, in equity or otherwise, the disclosing party shall be entitled to seek injunctive relief to prevent such unauthorized use or disclosure. 3. MAINTENANCE AND SUPPORT SERVICES 3.01 Maintenance Services: RideCo shall provide the following maintenance services to Customer: a) Supply or deploy corrections to the Software as required to correct errors, defects, malfunctions and deficiencies, if any, in the Software; and b) Supply or deploy improvements, extensions, upgrades, enhancements and other changes to the Software developed from time to time by RideCo. 3.02 Support Services: In response to a support request from Customer, RideCo shall provide the following support services to Customer as per the priority levels, response times and procedures specified in Schedule “B” to be provided remotely: a) Clarification of software functionality b) Adjustments to software configuration; and c) Advice on the use and results of the Services; 3.03 Services Outside Scope of Maintenance and Support: The Maintenance and Support Services to be provided under this Agreement do not include: a) Correction of errors or defects caused by operation of the Software in a manner other than specified in the Software documentation; b) Rectification of errors caused by incorrect use of the Software; c) Correction of errors caused in whole or in part by the use of computer programs other than the Software unless the use of such programs has been approved by RideCo in writing; or 97 143 d) Diagnosis or rectification of faults not associated with t he Software. 3.04 Professional Services: Customer may request at any time and from time to time that RideCo provide to Customer any other professional services or Software modifications which are within the scope of its business and which are not provided for herein and which are not covered by the Subscription and Services Fee. RideCo shall evaluate such requests and may provide the Customer an estimate of the cost of such professional services. In no event shall RideCo be obligated to provide professional services not agreed in writing with Customer. 4. INSURANCE 4.01 RideCo will maintain the types of coverage and minimum limits indicated below, unless the Customer approves a lower amount. a) Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis with limits no less than $1,000,000 per occurrence. The Customer will be named as an additional insured on Commercial General Liability. b) Professional Liability. Errors and omissions liability appropriate to RideCo’s profession with limits of not less than $1,000,000 per claim. 4.02 Transportation Operations Provider will maintain the types of coverage and minimum limits indicated below, unless the Customer approves a lower amount: a) Automobile Liability. $1,000,000 combined single-limit per accident for bodily injury and property damage. 4.03 Additional provisions: a) RideCo will furnish certificates of insurance and endorsements to Customer, on Customer’s request. b) Customer reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. c) This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to Customer. 5. FEES AND PAYMENT TERMS 5.01 Subscription and Services Fee: In consideration of the provision of the Services under this Agreement, Customer agrees to pay RideCo the Subscription and Services Fee in accordance with Schedule “A”. Incremental payments, if applicable, shall be made as outlined in Schedule “A”. 5.02 Invoicing and Payment Terms. Within fifteen (15) days following each month during the term of this Agreement, RideCo shall provide to Customer an invoice (“Invoice”). Within fifteen (15) days following Customer’s receipt of the invoice, it shall pay to RideCo all bona fide amounts owing pursuant to the Invoice. Any such amounts which are not paid by Customer when due shall bear interest at the rate of twelve percent (12%) per annum from the date due until paid in full to RideCo. 98 144 5.03 Float: Customer shall provide a pre-payment deposit (“Float”) to RideCo for the costs for the ride- share drivers with the amount of the Float specified in Schedule “A” (“Float Amount”) until changed by notice in writing from Customer to RideCo. RideCo shall have no right to apply the Float Amount to any amounts owing to it with respect to any Invoice unless and until it receives approval in writing from Customer of such Invoice. Upon termination or expiry of this Agreement, the Float shall be applied to the final approved Invoice payable to RideCo pursuant to this Agreement and the balance of any remaining amount of the Float shall be paid by RideCo to Customer within thirty (30) days following the expiry or termination of this Agreement. RideCo shall keep detailed records and documents with respect to the Transportation Operations Provider costs, operating hours, and Float Amount and shall provide copies of all documents as may be requested from time to time by Customer relating thereto. 5.04 Taxes: All charges and fees provided for in this Agr eement are exclusive of and do not include any foreign or domestic governmental taxes or charges of any kind imposed by any federal, state, provincial or local government on the transactions contemplated by this Agr eement, including without limitation excise, sales, use, property, license, value-added taxes, goods and services, harmonized, franchise, withholding or similar taxes, customs or other import dutie s or other taxes, tariffs or duties other than taxes that are imposed based on the net income of RideCo. Any such taxes that are imposed on the net income of RideCo shall be the sole responsibility of RideCo. Customer will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. 6. TERM AND TERMINATION 6.01 Term: This Agr eement commences on the Effective Date and shall run for the duration of the Project term specified in Schedule “A” together with any agreed extensions, unless terminated sooner in accordance with the terms of this Section 6. 6.02 Termination: a) Either party may terminate this Agreement with written notice if the other party: (i) fails to correct a material breach of its obligations under this Agreement within thirty (30) days after receipt by such other party of written notification from the notifying party of such material breach; (ii) ceases to carry on business as a going concern; or (iii) files a bankruptcy petition or has such a petition filed involuntarily against it, becomes insolvent, makes an assignment for the benefit of creditors, consents to the appointment of a trustee, or if bankruptcy reorganization or insolvency proceedings are instituted by or against the other party. b) This Agreement will automatically terminate on written notice from RideCo to Customer if: (i) the Transportation Operations Provider’s subcontract is terminated (including for uncured or incurable breach or acts of insolvency); and (ii) a suitable replacement is not found or approved in accordance with the terms of Section 8.01. Termination under this Section 6.02(b) shall be without liability, obligation or penalty to RideCo for any reason. 6.03 Survival. The following Sections shall survive the termination or expiration of this Agreement for any reason: 1 (Definitions), 2.03(a) (Restrictions), 2.04 (RideCo Intellectual Property), 2.05 (Operational Data), 2.07 (Pattern Data), 2.08 (Suggestions), 2.09 (Reservation of Rights), 2.10 (Confidentiality), 6.04 (Effect of Termination), 7.02 (Disclaimer of Implied Warranties), 7.03 (Service Disclaimer), 8 (General Provisions) and all terms related to payment (until payments have been made in full) and any other terms herein which expressly state that such terms will survive or which by their nature are required to survive to give effect to the 99 145 surviving terms stated to survive, shall survive the termination or expiration of this Agr eement for any reason and will continue in full force and effect subsequent to and notwithstanding such termination, until such provisions are satisfied or by their nature expire. 6.04 Effect of Termination. On termination, Customer shall destroy all copies of the Software (and cease all access to the same), destroy or delete all accompanying Documentation and Confidential Information of RideCo and shall provide confirmation of having done so within one (1) week of the effective dat e of termination. 7. WARRANTIES, INDEMNIFICATION, LIABILITY 7.01 Warranties: a) Representations and Warranties by Each Party. Each party represents, warrants to the other party that: (i) it is a corporation, duly organized, validly existing and in good standing under the laws of its jurisdiction of incorporation; (ii) it has all requisite power and authority and approvals to execute, deliver and perfor m its obligations under this Agr eement; (iii) the execution and delivery of this Agreement and the performance of its obligations hereunder have been duly authorized by it and any necessary third parties; (iv) it will comply with all applicable laws in connection with this Agreement. b) RideCo Warranties. RideCo represents and warrants to Customer that RideCo will perform its duties and obligations hereunder in a careful, diligent, professional, proper, efficient and business-like manner. RideCo further represents and warrants that: (i) The Services do not infringe any patent, copyright or trademark or violate the trade secret or other proprietary rights of any third party; (ii) RideCo owns or has exclusive or non-exclusive rights in all patents, copyrights, trademarks, trade secrets and other proprietary rights in and to the Services necessary to grant the licenses herein; and (iii) RideCo possesses the legal right and authority to execute and perform this Agr eement, Except as expressly provided in this Agreement, the Services are provided ‘as is’ and RideCo does not warrant that the functions performed by the Dynamic Transit System or Services will meet Customer’s requirements or that the operation of the same will be uninterrupted or error- free. 7.02 Disclaimer of Implied Warranties: Except as set forth in this Agr eement, there are no other warranties or conditions of any kind, including without limitation, the warranties that the Services are free of defects, merchantable or fit for a particular purpose. Specifically, RideCo makes no representation or warranty regarding the merchantability, fitness for a particular purpose or functionality of the Services. All Approved Equipment/Third Party Software is subject to t he warranty of its respective manufacturer and no warranty whatsoever is provided by RideCo. RideCo makes no guarantee of the performance, accuracy and results of the Services with respect to Operational Data. This disclaimer of warranty constitutes an essential part of this Agr eement. No use of the Services is authorized under this Agr eement except under this disclaimer. 7.03 Service Disclaimer & Liability Waiver. Customer acknowledges that RideCo is a technology provider and not a provider of transportation services. To the fullest extent permitted by law, RideCo will not be responsible for: (i) the actions, inactions, errors, omissions, representations, warranties, 100 146 breaches or negligence of any passenger or driver or for any personal injuries, death, property damage, or other damages of expenses resulting therefrom; or (ii) the actions, inactions, errors, omissions, representations, warranties, breaches or negligence of Transportation Operations Provider or for any damages or expenses resulting therefrom including without limitation any personal injury or property damage and Customer expressly waives the right to bring any claim against RideCo, its successors, assigns or related companies, directors, officers or employees in respect of any and all actions, causes of action, damages, claims, cross-claims and demands of any kind in connection with the transportation, vehicular or driver related portions of the Services, except to the extent that a claim would not have arisen but for RideCo’s gross negligence or willful misconduct. In consideration of the foregoing, RideCo will use commercially reasonable efforts to: (i) contractually require Transportation Operations Provider to maintain the minimum insurance levels set out in Section 4.02 above and to add Customer as an additional insured to such policies; and (ii) add Customer as a third party beneficiary to the contract between RideCo and Transportation Operations Provider to enable Customer to bring any transportation, vehicular or driver-related claims in connection with the Project directly against Transportation Operations Provider. 7.04 Limitation of Liability: a) IN NO EVENT SHALL RIDECO BE LIABLE TO THE CUSTOMER FOR ANY LOST PROFITS OR FOR ANY INCIDENTAL, PUNITIVE, INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES (INCLUDING, WIT HOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS, LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOST SAVINGS OR OTHER SIMILAR PECUNIARY LOSS), HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY (INCLUDING NEGLIGENCE) AND WHETHER OR NOT RIDECO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. b) RideCo’s cumulative liability to the Customer or any other party for damages for any cause whatsoever will be limited to no more than the Subscription and Services Fees paid under this Agreement in the three (3) month period prior to the applicable claim. 7.05 Indemnification: RideCo shall defend (at its own cost and expense) and hold Customer harmless against any and all claims, demands, suits, brought by a third party against the Customer that any part of the Services infringes any patent, copyright, trademark or trade secret right of such third party, except to the extent that the actual or alleged infringement has not been caused by the use of a modification of the Software by the Customer other than a modification provided by RideCo, by the combination and/or use of the Distributed Software with third party software, hardware, data, and/or technology not approved by RideCo in writing or by Customer’s failur e to implement any update or upgrade provided by RideCo. In addition to the defense obligations above, RideCo will indemnify the Customer Indemnitees in respect of any damages awarded by a court of competent authority to the third party claimant, any fines levied against the Customer Indemnitees in respect of a claim and/or any settlement amounts agreed by RideCo with a third party claimant. As conditions for the foregoing commitments by RideCo, Customer will promptly notify RideCo of any such claim and provide reasonable assistance to RideCo with respect to handling the claim. RideCo will have the sole right to defend, negotiate and settle any such claim. RideCo may at any time and at its option and expense: (i) procure the right of Customer to continue to use the Services that may infringe a third party’s rights; or (ii) modify the Services so as to avoid infringement; or (iii) terminate this Agreement and the licenses granted hereunder. 8. GENERAL PROVISIONS 8.01 Subcontractors: RideCo may sub-contract the performance of the transportation services 101 147 provided by and/or managed by the Transportation Operations Provider to third party service providers. In the event that the Transportation Operations Provider’s subcontract is terminated in accordance with its terms, RideCo will use commercially reasonable efforts to find a suitable replacement acceptable to City. City shall not unreasonably withhold, condition or delay consent to the same. In the event that RideCo cannot find a suitable replacement or the replacement is not approved by City, RideCo will have the right to terminate this Agreement pursuant to Section 6.02(b). For greater certainty, RideCo will be solely responsible for payment of its subcontractors, including the Transportation Operations Provider. 8.02 Partial Invalidity : If any provision in this Agreement should be held illegal or unenforceabl e by a court having jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agr eement shall remain in full force and effect. 8.03 Assignment: Neither party may assign this Agreement without the prior written consent of the other party. Notwithstanding the generality of the foregoing, RideCo may freely assign this Agreement to a successor in interest upon a merger, acquisition, reorganization, change of control, or sale of all or virtually all of its assets, and any such assignment shall not require the consent of the Customer. This Agreement shall be binding on and shall inure to the benefit of the parties, their successors and per mitted assigns. 8.04 Governing Law and Venue: Except to the extent applicable law, if any, requires otherwise, this Agreement shall be governed by the laws of ___________________. All disputes relating to this Agr eement, shall be subject to and dealt with in the courts of _____________________. 8.05 Publicity. RideCo shall be entitled to disclose and publicize in the form of Customer lists and on its web site and marketing materials, the identity of the Customer as a Customer of RideC o, provided that the use of any trademark/logo of Customer shall be subject to Customer’s prior written consent. 8.06 Non-Solicitation. During the term of this Agreement and for one (1) year thereafter, the Customer shall not, directly or indirectly, in any manner whatsoever, including, without limitation, either individually or in partnership, jointly or in conjunction with any other person, or as employee, principal, agent, director or shareholder, hire any employees of RideCo or induce or attempt to induce any such employees to leave their employment. 8.07 Force Majeure: Neither party shall be liable for any delay or failure in performance due t o such acts of God, earthquake, labor disputes, strikes, shortages of supplies, riots, war, fire, epidemics, pandemic, or transportation difficulties, to the extent not in control of such party. The obligations and rights of the excused party shall be extended on a week to week basis, provided, however, that a delay of thirty (30) days shall entitle the other party to terminate this Agr eement without liability. 8.08 Miscellaneous: This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof. This Agreement may be amended only in writing signed by both parties. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof. The relationship between RideCo and Customer is that of independent contractors and neither Customer nor its authorized agents shall have any authority to bind RideCo in any way. If any disput e arises under this Agreement, the prevailing party shall be reimbursed by the other party for any and all legal fees and costs associated therewith. The headings to the sections of this Agreement are used for convenience only and shall ha ve no substantive meaning. 8.09 Entire Agreement. This Agreement includes any amendments, supplements, schedules, 102 148 exhibits or appendices attached, referencing this Agreement, or expressly made a part hereof by agreement between t he parties and constitutes the entire agreement between the parties hereto. IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officer s as set out below. RideCo Inc. “Customer” Signature Signature I have authority to bind RideCo. I have authority to bind the Customer. Name (typed or printed) Name: (typed or printed) Title Title Date Date 103 149 SCHEDULE "A" PROJECT TERMS AND SCOPE OF WORK Project Term: Commences on the Effective Date and shall run for an initial period of twelve (12) months from the launch date (the “Initial Project Term”) to passengers, with two (2) additional options to extend by a 1-year term at Customer’s discretion, subject to agreement of applicable terms including the appropriate Subscription and Services Fee. Zone: XYZ zone, State (12.0 square miles) with catchment area to include Y hub and Z metro transfer point. Vehicles: Estimated [ ], scheduled to be in revenue operation subject to time of day and passenger demand. Transportation Operations Provider: [TBD] Service Hours: 6am-8pm Monday to Friday; 9am-3pm Saturdays and Sundays Vehicle Revenue Hours: Approximately 14,896 vehicle revenue hours for the Initial Project Term Subscription and Services Fee: $[ ] USD per vehicle revenue hour Budget for the Project: $[ ] USD (net of fare recovery and costs associated with credit card processing, if applicable) for the Initial Project Term Float: $[ ] [typically one full month of fees] Customer and RideCo may, if mutually agreed upon, add additional hours of service, service area, target rider market, or vehicles in accordance with the terms of the Agreement. Scope of Work: Service Design Modeling and Refinement (only if applicable): 1. [TBD] Project Management, Training, Software Requirements, and Data Reporting: 2. Project management will be a continuous function and a key responsibility of RideCo. RideCo will develop and maintain an overall project schedule to ensure milestones are met in an efficient manner 3. RideCo shall coordinate with City to refine and approve the service model, including specific stops, schedules, service coverage areas, and cost structure (including potential subsidization). 4. RideCo shall ensure the adequate and complete training of operators, dispatchers, operations manager(s), and City staff that are involved in the operation or monitoring of the service 5. RideCo will ensure that the functions listed in Schedule “D” Software Functional Requirements are met. 6. RideCo and City will agree upon data reporting expectations and shall include daily ridership 104 150 information, virtual stop locations, use of referral or promotional codes, qualitative data collected from riders to capture travel preferences, and other data as mutually agreed. 7. RideCo will work with City to coordinate a test run of both the software application and service prior to commencement of public revenue service operations. 8. RideCo will provide a daily KPI report, including data mutually agreed upon by the City and RideCo. 9. RideCo will review data dashboard with the City and transportation partners on weekly basis during the first month of revenue service operations and a monthly basis thereafter, during the Project Term. 10. RideCo will periodically provide City with any recommendations for changes in virtual stops, service hours, or promotions to ensure meeting project goals. 11. RideCo will provide city with a final report summarizing their market, operational findings, viability of long-term service, and recommendations. A presentation on the final report will be provided to city staff. Branding and Marketing: 1. RideCo will brand the rider mobile application uniquely to the service. City will provide necessary graphics and content for RideCo to brand the application. 2. RideCo will advise the city in the marketing of the service to passengers, including providing examples of successful marketing materials from other client efforts. 3. RideCo will configure and manage referral and promotional codes throughout the duration of the Project. 4. City will design and provide graphics to be placed on the vehicles in accordance with specifications provided by the Transportation Operations Provider. Vehicles and Drivers: 1. RideCo, through its subcontractor Transportation Operations Provider, will be responsible for the acquisition, storage, fueling, and maintenance of the appropriate vehicles. Vehicles used in the performance of this contract shall be no more than [five (5)] years old and/or have no more than [150,000] miles during any time during the initial Project Term or subsequent renewals of this contract. Vehicle registration and vehicle identification numbers will serve as proof of age. Vehicles must meet all EPA standards. All wheelchair-accessible vehicles must meet ADA standards. 2. RideCo, through its Transportation Operations Provider, will provide drivers currently licensed to drive in the applicable jurisdiction that meet the following criteria: a. No more than two moving violations in the past three (3) years b. No at fault accidents or major violations (Driving Under the Influence or Driving While Intoxicated) in the past seven (7) years c. Speak, write, and read English fluently d. Successfully pass background checks annually which include social security number verification, no sex offender, no government restricted lists, no county, state and federal court records, no criminal misdemeanor convictions within the past three (3) years related to the possession, sale or use of illegal drugs, and verification of past living history or other available public records. 105 151 3. RideCo, through its Transportation Operations Provider, will regularly screen drivers for legal and illegal substances via an independent medical agency in accordance with the U.S. Department of Transportation regulations. 4. RideCo, through its Transportation Operations Provider, will train drivers focused on customer service including the ability to: a. Handle inquiries and/or complaints b. Develop rapport and the ability to respond to an individual’s needs c. How to handle doubt, misunderstandings and objections 5. RideCo, through its Transportation Operations Provider, will provide road driver training to include: a. Vehicle Familiarization Training b. Tech Applications c. Vehicle Inspection Training d. Onsite Local Knowledge and Culture Training e. On Demand Route Training f. Maintenance Protocol g. Parking and Storage Locations h. Lost & Found Protocol Customer Service: 1. RideCo, through its subcontractor Transportation Operations Provider, will maintain customer service access through an operations center, during hours of revenue service operations. For those who are not able to access the service via the software application, customers shall be able to call, during hours of revenue service operations, and book rides over the telephone and receive customer support including information about lost items. 106 152 SCHEDULE "B" RIDECO SERVICE LEVEL AGREEMENT 1. APPROVED EQUIPMENT / THIRD PARTY SOFTWARE Driver Mobile App Requirements: •Android Device running 6.0 or above with Google Play Services •GPS Enabled Phone •High speed (4G recommended) data plan with a minimum of 2GB/month •Minimum screen resolution 800x480 •Minimum recommended CPU: Mid-to-High range performance CPU based on ARMv8-A 64-bit Architecture •2GB RAM •1GB internal storage Passenger Mobile App Requirements: •iPhone 5S running iOS 9, or Android device running 5.0.1 or above with Google Play Services •Minimum screen resolution 800x480 •Minimum recommended CPU: dual-core 1.5GHz •1GB RAM •200MB internal storage Browser requirements for operations dashboards: •Internet Explorer 11 •Google Chrome (v59 or above) •Firefox (v50 or above) •Safari 10 2.PRIORITY LEVELS, RESPONSE TIMES AND PROCEDURES Priority Levels High Business critical problems that affect the availability or access of or to the Service Offering for most users Medium Not critical but important problems that materially int errupt or restrict the normal production running of the Software (affecting a minority of users) Low Not business critical or important. Issues that do not materially impact the normal production running of the Software Resources and Forms of Support Support Portal Utilized for medium or low priorit y it ems [** Customer specific slack channel(s)] (typically one slack channel for each active service) 107 153 Emergency hotline Used for critical / high priority it ems [**Customer specific emergency telephone number] [**Customer specific emergency slack channel] Support Response Time Priority Response Time Update Frequency Resolution Time High Reviewed by RideCo staff and support ticket updated/created within 2 hours Every 2 hours or as mutually determined Wit hin 24 hours RideCo will attempt to resolve all high priority issues within 24 hours, however resolution times may be longer depending on the nature and complexity of the problem. Medium Reviewed by RideCo staff and support ticket updated/created within 12 hours Every working day or as mutually determined Wit hin five (5) business days Low Reviewed by RideCo staff and support ticket updated/created within 24 hours Every week or as mutually determined RideCo shall notify Customer within ten (10) business days of the analysis of the problem, the intended fix and the release in which it will be delivered. Where feasible, RideCo shall provide a temporary workaround to Customer. 108 154 SCHEDULE “C” PERSONAL DATA PROTECTION UNDERTAKING “Personal Data” means data about an individual who can be identified: (a) from that data; or (b) from that data and other information to which the organization has or is likely to have access; RideCo agrees that the following terms shall apply where RideCo accesses, handles or uses any Personal Data under the Agreement, including in the course of and/or in connection with exercising its rights or carrying out its obligations under the Agr eement: a. Unless otherwise permitted by the Customer, RideCo may only collect, use or process Personal Data as allowed under this Agreement, and RideCo shall comply with any written instructions the Customer gives RideCo in advance relating to compliance with any laws, regulations, court orders, or self-regulatory programs applicable to t he collection, use, disclosure, treatment, protection, storage and return of Personal Data. b. RideCo shall maintain commercially reasonable policies and procedures to protect the security, privacy, integrity, and confidentiality of Personal Data. c. If RideCo knows of any breach or potential breach of protective measures or if ther e has been any actual or potential unauthorized or accidental disclosure of Personal Data, RideCo must infor m the Customer immediately and cooperate with the Customer in any post-breach investigation or remediation efforts. d. RideCo shall notify the Customer promptly in the event of any claim or complaint from any individual to whom the Personal Data relates and/or where there has been an event of non- compliance with any data privacy laws by RideCo, whether discovered by RideCo or forming the subject of an investigation and/or action by the relevant authorities. e. RideCo shall notify the Customer promptly in the event that RideCo is required by law, court order, warrant, subpoena, or other legal or judicial process to disclose any Personal Data to any person. f. If under the Agreement, RideCo has to collect any Personal Data from the Customer’s employees or any other individuals directly, RideCo must notify the individuals about the purpose of RideCo’s collection and must obtain and record (for future reference) their consent befor e RideCo does so, and RideCo must follow any reasonable instructions which the Customer may give RideCo in this regard, and must comply with all applicable laws for such collection of Personal Data. g. RideCo must not disclose any Customer Personal Data to any other unrelated persons/entities or transfer any Personal Data outside of the USA or Canada without the Customer’s permission in writing. h. RideCo shall promptly return to the Customer or destroy any Personal Data received in error. RideCo must destroy Personal Data as soon as practicable if required by the Customer. At the end of the Agr eement, RideCo must notify the Customer if RideCo or other recipients (if disclosure of Personal Data to such other recipients has been per mitted by the Customer in writing) ha ve any Personal Data collected/received as part of the Agreement, and follow the Customer’s instructions on destroying the Personal Data. Following such destruction, the Customer may require RideCo to certify that RideCo (and such recipients) no longer have Personal Data. If RideCo wants to retain any Personal Data beyond the end of the Agr eement, RideCo will be required to inform the Customer of RideCo’s reasons and s eek t he Customer’s agreement on the same. 109 155 SCHEDULE "D" SOFTWARE FUNCTIONAL REQUIREMENTS Passenger Application Requirements Rider Account • Trip history menu to see trip details o Start & end time o Starting & ending address o Trip cost (if applicable) o Help menu to provide feedback, or report other issue • Reserved trip details • Recent destinations are automatically saved to rider account Ride Booking and Tracking: • Ability to enter an address or select current or specific location on the map • Reserve multiple seats or seat types (e.g. accessible) • Reserve trips up to 5 business days in advance • Reserve multiple trips at once (same trip for multiple days in one week) • Retain recently queried locations so they are easy to pull up even if rider does not designate them as a “favorite” • Ability to restrict virtual vs. doorstep drop-off and pick-up points • Vehicle location, vehicle ID and driver information are displayed while waiting for pickup • Ability to call and/or leave a note for driver Payment • Ability to hold credit card information. • Place to enter promotional codes Rating System • Ride rating (e.g., 1 to 5 stars) Customer Support • Legal/terms and conditions • A place for Frequently Asked Questions (FAQs) • In app requests for support • Customer service system that creates trackable tickets for follow up and resolution • Ability to mask phone number when contacting driver Driver Application Requirements • Automatic trip dispatching • Dynamic routing capabilities to adjust vehicle allocation efficiently. • Make phone calls to a rider via anonymized phone number • Ability to launch turn-by-turn driving directions Operations Dashboard Requirements • Dashboards accessible to operations coordinators and authorized individuals by the City • Dashboard displays real-time data on riders, vehicles, drivers and service performance/Key Performance Indicators (KPIs). Data available includes: o Ridership 110 156 o Travel times o Trip denial rate o Booking abandonment rates o On-time performance o Trip and driver reviews o Trip and driver comments • Ability to assign different user-level permissions and rights based on operator, seniority, or role. • The data gathered will be shared with / available to the operator or agency in multiple formats: o Dashboards to visualize rider, driver, and performance data, aggregated across a period or at an individual trip/driver level o Weekly and monthly performance reports provided in Excel, in a performance format to be mutually agreed upon o Exports of the raw data (rides, vehicles, times, locations etc.) in CSV format that can be further analyzed by the operator or agency staff if they desire Software Security, Reliability & Privacy Requirements • The passenger and driver apps are ‘stateless’ and do not store any confidential passenger data on the local device. • All data is stored securely in the cloud (Amazon Web Services – ‘AWS’). • The passenger and driver apps communicate securely with the cloud-based platform using RESTful APIs. • RideCo’s Platform Software has a 99.9%+ historical uptime performance record. • Data is encrypted in transit. • All public facing webservers have been hardened using industry standard practices. • Internal networks are shielded by security groups which define allowable ports and IP addresses for internal services. • APIs are all secured using token authentication using an identity management system. Tokens are only valid for one user and can only be acquired by successfully authenticating against our authentication API. APIs used by internal components are never exposed publicly. For certain API calls, throttling exists to prevent against DOS type attacks. • Daily backups of production databases for disaster recovery. • Software does not store any payment card or billing information on company servers. • The mobile applications and operations dashboards include their own terms of service to end users that include provisions relating to data privacy, confidentiality, and intellectual property rights. 111 157 H. Proof of Insurance RideCo and Opoli’s proof of insurance can be found in the following pages. 112 158 113 159 114 160 115 161 Victor Canada 500-1400 Blair Towers Place Ottawa, Ontario K1J 9B8 Telephone 613-786-2000 Facsimile 613-786-2001 Toll Free 800-267-6684 www.victorinsurance.ca Certificate of Insurance Issued to: To Whom It May Concern Commercial General Liability Insurance Policy TGL529818 1. Named Insured: TRANSIT LABS INC.; RIDECO INC. 2. Insured's Address: 101-279 WEBER ST N WATERLOO ON N2J 3H8 3. Policy Period: from 15 May 2019 to 15 September 2020 at 00:01 local time at the insured's address shown above without tacit renewal 4. Limits of Insurance: Each Occurrence Limit $5,000,000 Aggregate Limit $5,000,000 Personal and Advertising Injury $5,000,000 Medical Payments - per person $5,000 Medical Payments - per accident $25,000 Tenants' Legal Liability $500,000 Coverage Includes: (a) Separation of Insureds, Cross Liability (b) Contractual Liability (c) Products-completed Operations (d) Contingent Employer's Liability 5. Deductibles: Property Damage $1,000 Tenants' Legal Liability $1,000 * All amounts shown in CDN dollars 6. Insurers: Aviva Insurance Company of Canada 25.00% Temple Insurance Company 25.00% Everest Insurance Company of Canada 20.00% Arch Insurance Canada Ltd. 15.00% XL Reinsurance America Inc. 15.00% This certificate provides the above Named Insured with coverage under the aforementioned policy on file with the Insurers subject to the terms and conditions thereof and the above limits of insurance and deductible. 116 162 The Insurers have duly authorized Victor Insurance Managers Inc. to execute and sign this Certificate of Insurance. Dated: 10 July 2020 _____________________________ David G. Cook, President Authorized Representative 117 163 Victor Canada 500-1400 Blair Towers Place Ottawa, Ontario K1J 9B8 Telephone 613-786-2000 Facsimile 613-786-2001 Toll Free 800-267-6684 www.victorinsurance.ca Certificate of Insurance Issued to: To Whom It May Concern Errors and Omissions and Cyber Insurance Policy TIP529818 1. NAMED INSURED: TRANSIT LABS INC.; RIDECO INC. 2. INSURED'S Address: 101-279 WEBER ST N WATERLOO ON N2J 3H8 3. Policy Period: from 15 May 2019 to 15 September 2020 at 00:01 local time at the INSURED'S address shown above without tacit renewal 4. LIMITS OF LIABILITY: $ 1,000,000 per CLAIM $ 1,000,000 per policy period Coverage Includes: (a) NETWORK AND SECURITY BREACH (b) PRIVACY BREACH (c) ADVERTISING INJURY (d) DATA PERSONAL INJURY (e) INFRINGEMENT 5. Deductible: $ 10,000 per CLAIM * All amounts shown in CDN dollars 6. INSURERS: Aviva Insurance Company of Canada 25.00% Temple Insurance Company 25.00% Everest Insurance Company of Canada 20.00% Arch Insurance Canada Ltd. 15.00% XL Reinsurance America Inc. 15.00% This certificate provides the above NAMED INSURED with coverage under the aforementioned policy on file with the INSURERS subject to the terms and conditions thereof and the above LIMITS OF LIABILITY and deductible. The INSURERS have duly authorized Victor Insurance Managers Inc. to execute and sign this Certificate of Insurance. Dated: 10 July 2020 _____________________________ David G. Cook, President Authorized Representative 118 164 7/24/2020 d-hAjmMB1yWVSoga8dzGAGksDEfQY4FgmKRl2-LN4UDklbjRTYFgRfDG_u6eR7YFNWO3NxEW-1PN89h_EusnwzRsFkPMA03U8-AtpgnWbR… https://gm1.ggpht.com/d-hAjmMB1yWVSoga8dzGAGksDEfQY4FgmKRl2-LN4UDklbjRTYFgRfDG_u6eR7YFNWO3NxEW-1PN89h_EusnwzRsFkPMA03U8-At…1/1 119 165 To: The City of Moorpark Re: Insurance Requirements - Request for Proposal for Pilot Mobility On Demand Rideshare Program We acknowledge that our current insurance does not meet the stated requirements of the RFP. Opoli Inc will increase its insurance to meet at minimum the stated requirements of the RFP, specifically, $2 million per incident and $4 million general coverage, prior to contract award. Sincerely, Shawn A. Chavira CEO &Emergency Management Specialist Evol Taxi Drive/Prime Time Shuttle/Opoli (323) 972-5832 120 166 I. Required Forms The required forms are included in the following pages. 121 167 122 EXHIBIT B SCOPE OF SERVICES FOR PILOT MOBILITY ON DEMAND RIDESHARE PROGRAM SECTION 1. INTRODUCTION The City of Moorpark (City) is soliciting proposals from qualified private mobility service and technology providers to assist with the development and implementation of a one (1) year Pilot Mobility on Demand rideshare project (Pilot project), with the option of extending the contract for up to two (2) additional one (1) year extensions, based upon the Contractor’s successful performance and available funding of this project. A turnkey solution is desired, and proposals should include provisions for the items included in this Scope of Services. The Pilot project is meant to serve the general population by providing shared rides. The Pilot project is anticipated to be funded with Transportation Development Act (TDA) Article 8c funds and potentially Traffic Systems Management Funds that have been collected and are eligible to be spent on this type of project. The goals of the Pilot project are: 1. To expand mobility options within the City, including areas of the City not currently serviced by fixed-route service. 2. To provide public transit service more effectively than the City’s current fixed - route service. 3. To increase dependability of transit service for passengers, including passenger knowledge of estimated time of arrival. 4. To reduce current fixed-route service hours to specific peak-performance hours while on demand service provides service throughout the day. Firms are invited to propose an innovative and flexible transportation model aimed at encouraging Mobility on Demand, i.e., ridesharing and alternative transportation solutions. The City envisions an easily scalable service model that integrates real-time, dynamic operations technology and the “right-sizing” of vehicles based on demand. The technology should enable a fully automated scheduling, dispatching, and reservation system for a demand responsive transportation service. The Objectives of the Pilot project are to:  Test the impact of Mobility on Demand Rideshare Service through a short-term project model.  Better understand demand and willingness to use a rideshare service.  Acquire data to allow for detailed analysis of service performance and opportunities for improvements. 168 123  Improve alternative transportation options compared to personal vehicles or traditional single occupancy transportation networking companies through competitive or reduced travel times, convenience, cost effectiveness and improved overall trip experience.  Reduce congestion and improve traffic flow by reducing vehicles on the road. SECTION 2. REQUIREMENTS Turnkey solution provided through a single contract to include the following items:  Real-time, dynamic service.  Software application/platform necessary for scheduling, dispatch, user interface, data collection and to the greatest extent feasible be usable by persons who have a disability.  Reporting, backend dashboard.  Vehicles – owned or leased by vendor, including wheelchair accessible vehicles. Minimum of three (3) vehicles dedicated to the City’s service area, wrapped with a mutually agreed upon design that indicates the vehicles are for Moorpark City Transit. At least one (1) vehicle shall be wheelchair accessible. A back-up wheelchair accessible vehicle must be available if the primary wheelchair accessible vehicle is down for service (routine or extraordinary). The back-up wheelchair accessible vehicle does not need to be wrapped to match the other vehicles.  Operators.  Operation of service.  Customer service during the hours of operation.  Storage of vehicles.  Maintenance of vehicles.  Marketing of service.  Day/time of service (Monday through Friday, 6:00 a.m. to 6:00 p.m. except on City holidays: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day).  The pickup time goal for a passenger is 15 minutes from the time that a trip is requested, including for passengers with a mobility device. Pickup times may vary depending on peak demand of service.  Data sharing and ownership by the City.  Ability to apply different rate structures to passengers (i.e., senior, disabled, student, etc.).  Customer service must be available during all hours when service is operational (Spanish speakers should also be available).  Ability to request a wheelchair/mobility device accessible vehicle on-demand.  Service option for those without a smart phone, internet access, credit card.  Ability to scale service based on demand  Contractor agrees to ensure that subcontractors, and any other party involved with the Work who is brought onto or involved in the Work by Contractor, shall meet the same requirements of Contractor. 169 124 SECTION 3. SERVICE PLAN Proposed service plan should include provisions for service Monday through Friday, except for designated holidays (currently New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Christmas Day). The number of vehicles running may be scaled based on anticipated demand during the day (i.e. more vehicles available during peak-demand, fewer vehicles available during off-peak times. The pickup time goal for a passenger is 15 minutes from the time that a trip is requested, including for passengers with a mobility device. It should be noted that the City’s Scope of Service anticipates a maximum of three (3) vehicles in service, which the City recognizes may impact the actual pickup time for passengers. Contractor may propose pricing for additional service vehicles that the City may select the option of requesting. SECTION 4. WORK PLAN The plan shall include the schedule for submitting all preliminary and/or final services and documents as outlined in the Scope of Services. The Work Plan shall contain the following elements, but will not be limited to:  Work elements separated into tasks and phases.  Identification of key staff by work activity and proposed location.  Identification of schedule start and stop dates for each activity.  Expected deliverables/results.  Key milestones (i.e., Pilot deployment, Performance Monitoring). SECTION 5. PROJECT MANAGEMENT Project Management will be a continuous function and a key responsibility of the Contractor. Contractor’s Project Manager assigned to the Pilot project shall have the authority to make commitments and decisions that are binding on the Contractor and any subcontractors. The City’s Project Manager shall be the City Manager or his designee (References to the City Manager in this Scope of Services shall be interpreted to also include, “…or City’s Manager’s designee”. All communications between the City and the Contractor shall be coordinated through their respective Project Managers. In the area of Project Management, the Contractor shall:  Schedule and facilitate a kick-off meeting, key milestones, interagency meetings, field reviews, advisory and/or stakeholders group meetings, and other project related meetings.  Prepare agendas, minutes, and sign in sheets for all meetings.  Maintain and update the work plan as approved by City’s Project Manager.  Develop and maintain an overall project schedule to ensure milestones are met in an efficient manner.  Oversee subcontractor’s (if any) activity. Contractor’s Project Manager will ensure that individuals performing tasks have appropriate skill levels and credentials. 170 125  Coordinate all required deliverables, including, Pilot operations, vehicle acquisition, installation and configuration of software and hardware, documentation and training, branding and marketing, and/or performance monitoring and reporting, per the final contract agreement.  Be available and responsive to requests for information, inspections or meetings related to third party oversight. As much as possible, these items will be scheduled ahead of time; however, time-sensitive issues may arise. SECTION 6. PERFORMANCE MONITORING AND REPORTING Contractor shall provide regular reporting, as follows: 6.1 Provide Bi-Weekly Staff Briefings: Contractor shall provide bi-weekly briefings to City Project Manager on completed tasks, deliverables, and all issues resolved during the two-week period, with an explanation and new data for unmet tasks and deliverables. The briefing will also provide a forecast of activities and expected deliverables for the upcoming one-month period. The bi-weekly briefing shall contain, at a minimum:  Summary of work completed to-date  Updates to Project Schedule  Status of Pilot and Deliverables  Activities and expected deliverables for the upcoming month  Issues for resolution 6.2 Performance Reports & Service Adaptation Plans (SAP): Reporting and analysis tools shall be built into the technology platform and open to City for regular use. All data collected as part of the Pilot project must be openly shared with City and is the property of City. Contractor shall create custom reports as requested by City. Reports shall allow for daily, weekly, and monthly assessment of the Pilot project so that changes can be made to improve service and ridership if deemed necessary by City. 6.3 Performance Evaluation Reports: Contractor shall provide a Performance Evaluation Report at the end of each month of the Pilot project. At 6 months and 12 months of service, a Summary Performance Evaluation Report shall be submitted that includes all past performance measures and reporting to give a comprehensive overview of the success of the Pilot project to date. 6.4 Report Content: Monthly Performance Evaluation Reports shall summarize the performance of the Pilot project, using clear and measurable criteria that could include, but are not limited to:  Demand summary (origin/destination, time of use, boardings per revenue hour, total ridership, type of rider).  Total passenger counts by demographic category and fare (student, adult, senior citizen, disabled, etc.) by day.  Trip data (travel times, routes trip denial rate, booking abandonment rates, 171 126 percentage of time headways are met).  Revenue summary (total revenue, revenue broken down by types of riders, if applicable).  Vehicle miles, vehicle miles since last preventive maintenance inspection, a list of any vehicle repairs made, number and length of time a backup vehicle was used, and vehicle roadcalls.  Listing of all vehicles in service.  Hardware performance and reliability.  Vehicle maintenance, performance and reliability.  Date, time, and length of time for any service disruptions (along with any actions taken in response to service disruptions).  Status and success of marketing efforts (number of events, attendance, audience reach, etc.).  Customer Service. 6.5 Service Adaptation Plan (SAP): If circumstances arise that merit modifications to the Pilot service operations, a SAP must be coordinated with City Project Manager and be submitted along with the monthly report, clearly delineating the problem(s), proposed solution(s), specific service changes, and timeline for implementing changes. SECTION 7. FINALIZE PILOT SERVICE PLAN Contractor shall coordinate with City Project Manager and staff to refine and approve the Pilot project plan, including specific stops, routes (if necessary), schedules, service coverage areas, and cost structure (including potential subsidization). Field visits should be made to assess all proposed stop locations for safety, ADA access, and existing shelters and amenities. SECTION 8. FARE STRUCTURE Contractor shall work with City Project Manager to determine the cost per ride to users based on the proposed service model, associated costs to operate the Pilot project, and available resources. City will ultimately determine the cost per ride for its customers. The fares collected shall be recorded and deducted from Contractor’s monthly invoice. SECTION 9. SOFTWARE, HARDWARE & EQUIPMENT PLANNING Contractor shall provide all software design, installation, training, and technical assistance, hardware and equipment required to deploy and manage the Pilot project. 9.1 Technology Platform Characteristics and Documentation: City envisions a technology platform that can be used to, in real time, aggregate riders traveling from multiple origins to multiple destinations in an exceptionally efficient way that optimizes the balance between maximizing vehicle utilization across the fleet and maintaining excellent quality of customer experience. 172 127 The platform should support fully automated scheduling, dispatch, and reservations, allowing passengers to book trips in real-time via phone, internet, and mobile application. The administrative interface should allow for real time monitoring and assessment of schedule adherence, vehicle locations, vehicle breakdowns, and operator performance. It should be accessible via standard web browsers and from any commonly used internet - enabled device and should provide options to generate reports and extract operational data for analysis. At a minimum, software will also be fully-compliant with federal accessibility requirements related to website design and usage. Using the final Pilot project model and description of work above as a basis, the Contractor shall design and document processes and functionalities as they are to be implemented within the software component of the project. The Contractor shall document modules, platforms, and services that will be implemented to meet City’s needs, desired service model, and work rules. Contractor shall be responsible for coordinating payment and fare integration within the technology platform and/or across other agency applications, as necessary. City envisions that the payment system will be highly accessible and will include multiple forms of payment to accommodate residents that are unbanked, do not own a smart phone, or have low technology literacy. 9.2 Hardware, Equipment & Vehicles: Contractor shall provide all necessary hardware required to deploy the Pilot service. If transfer of equipment between vehicles is required, it should be a well-documented and easy to follow process. The operator user interface should be safe and easy to use and include audible and clear messaging indicating passenger updates and stop changes. Operator instructions should be available in list, map, and turn-by-turn voice instructions to ensure safe operation. 9.3 Vehicle Acquisition & Operations Plans: Contractor shall supply and maintain all necessary vehicles for the Pilot service. If Contractor does not own the necessary vehicles for the Rideshare Service as determined in the Service Model, vehicle acquisition by way of purchase, leasing, or other agreement will be required by the Contractor. The selected Contractor shall work with City to develop a vehicle acquisition plan that clearly outlines the fleet size, type, fixed and variables costs, operations and maintenance needs and the City desired vehicles that accommodate limited mobility users and bicycle storage, as feasible. City envisions the core vehicle fleet shall have a seating capacity of eight (8) to twelve (12) passengers per vehicle. The ADA accessible vehicle(s) shall have at minimum capacity for one (1) mobility device (wheelchair/scooter) but preferably two (2) mobility devices. City’s preference is for a low-floor access vehicle for mobility devices versus lift-style. Vehicles used in the performance of this Agreement shall be no more than five (5) years old and/or have no more than 150,000 miles during any time during the initial term or subsequent 173 128 renewals of this Agreement. Vehicle registration and vehicle identification numbers will serve as proof of age. Vehicles must meet all EPA standards. Proposer must specify the number of wheelchair-accessible vehicles needed to successfully implement the Pilot project. All such vehicles must meet ADA (49 CFR Parts 37 and 38) standards. See Section 18 “VEHICLES” for additional vehicle requirements. 9.4 Software and Hardware Installation Plan: Contractor shall develop an installation plan that will be approved by the City Project Manager. The installation plan will detail all the necessary tasks and the schedule to complete the installation of all software and hardware, as appropriate, including:  A plan outlining all tasks necessary to prepare City for the software installation.  City staff and resources required during the installation, testing and acceptance activities.  Contractor personnel and resources assigned to the data-related tasks, installation, testing and acceptance activities.  Timeline and sequence of all installation, data-related testing and acceptance tasks.  Functional test procedures, including the use of persons with visual deficits.  Training curriculum, schedule and other training related requirements.  Mock Go-live and Go-live procedures.  Roll-out procedures.  Post-Go-Live procedures.  Problem resolution procedures. 9.5 Vehicle Operations: Contractor is responsible for ensuring that all relevant federal, state, and local regulations are complied with, including trainings, certification, and/or licensure, as needed. Proposals that include the use of unionized labor must clearly state all terms and conditions that may influence the Pilot project. See Section 19 “DRIVERS” for additional driver requirements. SECTION 10. INSTALL & IMPLEMENT SOFTWARE AND HARDWARE COMPONENTS In conformance to the Technology Platform Documentation and Software and Hardware Installation Plan, the Contractor shall perform the following:  Installation of the suite of modules contained in the software component.  Application of all configurations identified in the Software Solution Design.  Installation of necessary hardware on pilot vehicles.  Test suite of modules.  System acceptance testing. 174 129  Mock go-live.  Go live/roll out. SECTION 11. SYSTEM & USER TRAINING This Pilot project is expected to be provided by the Contractor as a turnkey solution with minimal City staff resources needed to implement the service. However, the Contractor shall provide training and manuals for the City staff needed to monitor, assess, access data and develop reports using the dashboard and other tools provided by the Contractor. Contractor shall also ensure the adequate and complete training of operators takes place prior to placing the operators on the Approved Operators List submitted to City. SECTION 12. TECHNICAL SUPPORT The Contractor shall provide ongoing technical support for the duration of the project. The Contractor should indicate the level of technical support and ongoing monitoring that will be provided in order to ensure the system is functioning properly. Software upgrades should be provided as soon as they are available. Technical support shall include but is not limited to:  Customer assistance for booking a trip using smart phone.  Phone and email responses to software failures or questions within 24 business hours.  Assistance with questions on use of approved software configuration and software version.  Availability of experts to confer on software new release installation and fixes to bugs.  Software upgrades. SECTION 13. CUSTOMER SERVICE Customer service shall be available to riders anytime the Pilot project is in operation. City expects this service as part of the overall turnkey approach and will not have staff available to respond to customer service requests.  Riders shall have immediate access to customer service assistance via mobile application, internet, or phone call at any point in time when service is in operation.  Customer service concerns related to safety shall be addressed immediately and reported to City within two (2) hours.  City shall have access to all customer service comments, questions, requests or complaints and Contractor’s responses thereto. SECTION 14. PILOT DEPLOYMENT PLAN Contractor shall submit a draft plan for City Project Manager approval detailing all tasks necessary to deploy the Pilot project showing the relationship across all components. 175 130 Include timelines and indicate responsible parties. Tasks shall include but are not limited to:  Vehicle Procurement.  Stop or Station Preparation (i.e., signage, installation of amenities).  Operator Procurement and Training.  Administrative processes.  Test runs.  Promotional Events & Marketing.  Full Service Deployment. SECTION 15. MARKETING & PROMOTIONS PLAN & IMPLEMENTATION Contractor shall develop a comprehensive marketing and promotions plan based upon previous experience deploying a new transit, rideshare, or similar service. City envisions a combination of hard copy marketing materials, promotional events and subsidies, and online advertising. Strategic and robust marketing of the Pilot project will be critical to its success. SECTION 16. CONTACT INFORMATION Contractor shall provide the City with emergency and after hours contact telephone numbers and mobile phones that the City may use as necessary to communicate with the Contractor after normal working hours. SECTION 17. VEHICLE COMMUNICATION The Contractor shall provide to the vehicles the necessary communication equipment to allow for communication between the driver and the Contractor's maintenance facility. The Contractor shall notify the City, at the first available opportunity, of any vehicle breakdowns or other problems that may cause schedule delays. SECTION 18. VEHICLES Contractor shall adhere to the following maintenance and vehicle requirements: 18.1 Maintenance Facility: Contractor shall provide and maintain an appropriate fixed maintenance facility. The facility shall be equipped with all tools and equipment necessary for maintenance of· vehicles in accordance with this Agreement. 18.2 Daily Maintenance: Contractor shall perform daily vehicle servicing on all vehicles under this Agreement. For purposes of this Agreement, daily servicing shall include, but not be limited to: fueling; check/add engine oil, coolant, water, and transmission fluid; farebox vault pulling and replacement; wheelchair lift check; brake check; light and flasher check; and checking all vehicle performance defects reported by drivers to identify potential safety and reliability 176 131 items requiring immediate attention. The Contractor shall develop, implement and maintain a written checklist of items included in the daily servicing of the vehicles. The checklist shall be utilized and kept on file for City and California Highway Patrol (CHP) review at any time during regular business hours. The checklist requirement may incorporate or supplement CHP required driver's pre- trip safety inspections. 18.3 Vehicle Cleaning: Contractor shall maintain all vehicles in a clean and neat condition at all times. 18.4 Preventive Maintenance: Contractor shall develop and implement a preventive maintenance program. At a minimum, the Contractor's preventive maintenance program shall adhere to the preventive maintenance schedules and standards of the industry, and shall meet the manufacturer's specifications and be sufficient so as not to invalidate or lessen warranty coverage of the vehicles. Adherence to preventive maintenance schedules shall not be regarded as reasonable cause for deferred maintenance in specific instances where the Contractor's employees observe that maintenance is needed in advance of schedule. The Contractor shall not defer maintenance for any reason without the prior written consent of the City. The Contractor shall adjust the work schedule of its employees as necessary to meet all scheduled services and complete preventive maintenance activities according to the schedule. All parts used for preventive maintenance shall be new and meet manufacturer's specifications. The City, at its own expense, may inspect the vehicle(s) to ensure that regular preventive maintenance is being performed. 18.5 Vehicle Repairs: All repairs to the vehicles shall be performed by the Contractor or by other vendors and suppliers and shall be included in the final Agreement cost. Repairs shall include, but not be limited to, work to correct loss or damage; adjustments due to normal wear and tear; and overhaul, rebuilding or replacement of components. All required parts shall be new and meet manufacturer's specifications. Repair work shall be conducted as soon as practicable upon learning that such work is required. The Contractor shall perform repair work expeditiously in response to identification of problems by drivers or other staff members. The Contractor shall assure the City that required repairs shall not be deferred beyond a reasonable time. The Contractor shall be familiar with vehicles and equipment warranties and shall comply with all warranty provisions in the conduct of maintenance. 177 132 18.6 Vehicle Towing: In the event that towing of a vehicle is required due to mechanical failure or damage, the Contractor shall be responsible to provide such towing at the Contractor's sole expense. 18.7 Maintenance Records and Reports: The Contractor shall prepare, maintain, and make available to the City, the CHP and/or such other regulatory agencies with jurisdiction, records and data relative to vehicle maintenance. Maintenance records shall be maintained on all vehicles indicating all warranty work, preventive maintenance, and repairs performed on each vehicle. All such records and reports shall be prepared and maintained in such a manner to fulfill any applicable state or federal requirements, as well as any needs of the City to enable it to evaluate accurately the Contractor's maintenance performance and the operating expense associated with the services provided under this Agreement. The City maintains the right to inspect, examine and test, at any reasonable time, any vehicles used in performance of this Agreement and any equipment used in the performance of maintenance work in order to ensure compliance with this Agreement. Such inspection shall not relieve the Contractor of the obligation to monitor continually the condition of all vehicles and to identify and correct all substandard or unsafe conditions immediately upon discovery. SECTION 19. DRIVERS 19.1 Licenses: Drivers are required to possess a valid California Class “B” driver license for the operation of the type of vehicles to be us ed by that respective driver. The Contractor shall provide thorough training for all drivers for the proper performance of their duties. Drivers shall also be thoroughly trained on the use of all equipment required under this Agreement, including the Contractor's backup vehicles. 19.2. Driver Duties: At a minimum, drivers shall be required to: wear an approved uniform of clean and neat appearance, be helpful and courteous, ensure that fares are collected and deposited in the farebox, assist senior citizens and passengers with disabilities, refuse rides to unruly passengers, stay on schedule, obey all traffic laws, and enforce all City Transit Passenger Rules (Exhibit G). Drivers shall not smoke in the vehicles or allow passengers to do the same. 19.3 Driver as Employee: City shall have the right, contingent upon the Contractor's personnel policy guidelines, to ask for the temporary or permanent removal of any driver furnished by Contractor for any reasonable cause (not to be construed as requesting removal from Contractor's employment). Contractor shall submit a copy of its current personnel policy guidelines with this Agreement and any amendments thereto. All drivers shall be employees of Contractor and Contractor shall be solely responsible for payment of all employees' wages and benefits. Drivers shall not be permitted to be independent contractors. 178 133 Contractor, without any expense to City, shall faithfully comply with the requirements of all applicable laws with respect to employee liability, workers’ compensation, unemployment insurance and other forms of social security. Contractor shall also be responsible for withholding of income tax at its source from employees’ wages and, furthermore, the Contractor shall indemnify and hold harmless the City and the State of California from any liability, damages, claims, costs, and expenses of any nature arising from alleged violation of such laws. 19.4 Driver Training: Contractor shall provide thorough training for all drivers for the proper performance of their duties. Contractor must have a training program encompassing the National Safety Council Defensive Driving Course. This program should also direct itself to dealing specifically with transporting the elderly and mobility impaired. All new employees shall receive proper training and instruction at the time of hiring and prior to being assigned to the service. This training program must be described fully and submitted to City for review with this Agreement for approval by the City. 19.5 Driver Testing: The Contractor shall require pre-employment medical examinations, including drug and alcohol testing, for all prospective drivers and other safety sensitive employees of the Contractor. Any person who has not successfully passed such an examination shall not be permitted to operate a vehicle in any service performed under Agreement to the City. Additionally, the Contractor must have an anti-drug program established for employees under the congressionally mandated Drug-Free Workplace Act. The required anti-drug program would include, in addition to the pre-employment testing, testing after an accident, when there is reasonable cause, periodically, every two (2) years upon receipt or renewal of the Department of Motor Vehicles Medical Examiner's Certificate, and before returning to duty to perform sensitive safety functions after a positive drug test. The Contractor shall comply with the Congressionally Mandated Drug-Free Workplace Act of 1988, by providing certification that (a) the drug free workplace actions shall be implemented, and (b) those actions are being/have been implemented. 19.6 Background Check: Contractor shall at a minimum perform background checks on drivers utilizing a vendor such as Live Scan to ensure that drivers with inappropriate backgrounds are not employed to provide services under this Agreement. Drivers shall have no felony conviction history SECTION 20. DRUG AND ALCOHOL TESTING 20.1 Drug and Alcohol Testing: The Contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 CFR Part 655, produce any documentation necessary to establish its compliance with Part 655, and 179 134 permit any authorized representative of the United States Department of Transportation or its operating administrations, the State Oversight Agency of California or City, to inspect the facilities and records associated with the implantation of the drug and alcohol testing program as required under 49 CFR Part 655 and review the testing process. The Contractor agrees further to certify annually its compliance with Part 655 before February 15 and to submit the Management Information System (MIS) reports before February 15 to the City’s Project Manager. To certify compliance the Contractor shall use the “Substance Abuse Certifications” in the “Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements,” which is published annually in the Federal Register. 20.2 Information about Program: Contractor shall submit to City upon execution of an Agreement, copies of its employee handbook and substance abuse policy as well as all training guides no later than thirty (30) days after Agreement start date. SECTION 21. NATIONAL TRANSIT DATABASE REPORTING REQUIREMENTS The Federal Transit Administration (FTA) requires the City to submit reports to the National Transit Database (NTD). The Contractor shall assist the City in completing all NTD reports by providing the following data when requested:  Number of passengers.  Vehicle revenue hours.  Vehicle revenue miles.  Fare collected.  Total vehicle miles for each vehicle (with beginning mileage as of July 1 and ending mileage as of June 30). The reporting requirements may change at any time, subject to determination of NTD. Contractor will be required to provide any and all information that NTD requests. SECTION 22. SPECIAL SERVICES From time to time the City may wish to expand the hours or the days of services to the community. With twenty-four (24) hours written notice, Contractor shall provide the special service using the Agreement vehicles, at the regular hourly rate. 180 135 EXHIBITS C - F [Exhibit C through Exhibit F inserted on the following page] 181 Addendum 2 (6-16-2020) Exhibit C - Revised Page 1 of 4 EXHIBIT C PROPOSAL COST FORM AND ADDENDA ACKNOWLEDGMENT FOR ALL SERVICES DESCRIBED IN THE SCOPE OF SERVICES In response to the Request for Proposals for Pilot Mobility On Demand Rideshare Program, the undersigned agrees to provide services in accordance with these Documents, which have been carefully examined. The City, at its sole option, may contract with more than one operator or expand or reduce services during the term of the Agreement. Pricing shall not be adjusted if services in the Scope of Services (Exhibit B) are reduced or expanded during the term of the Agreement except for as detailed further in Exhibit C. Section 1: Project Kick-off Includes all work that Contractor anticipates performing beginning from the time that the Agreement is awarded and a Notice to Proceed is issued, and the start of revenue hour service. Contractor shall attach to this Exhibit C a breakdown of the number of staff hours, staff positions, and staff hourly rate used to calculate Section 1’s dollar amount. Contractor shall bill monthly and shall provide the actual number of hours used by each staff member. Note that Section 1 will be a Year 1 cost only. Section 1 Cost (submitted in numerical format): $ Section 2: Revenue Service Contractor shall have the option of completing either Section 2.A (Revenue Hour Basis Only) and/or Section 2.B (Capital Vehicle Lease Costs and Revenue Hour Basis). 2.A: Pilot Mobility On Demand Rideshare Program – Revenue Hour Basis Contractor shall bill for services on a monthly rate based on the number of revenue hours of service provided for the month. Year 1 Year 2 Year 3 Revenue Hour Rate* $ $ $ *Revenue Hour is defined as the time when a vehicle is available to the general public and there is an expectation of carrying passengers. For purposes of proposal comparison, City assumes three (3) vehicles operating twelve (12) revenue hours each day (or 36 revenue hours per day) for 256 days (9,216 revenue hours). Contractor may provide additional breakdown if it intends to provide a different Revenue Hour Rate for ADA accessible and non-ADA accessible vehicles. City and Contractor will consult on a regular basis concerning the Transportation requirements of City. In the event of increases or decreases in the number of passengers requiring Transportation, or in routes or schedules, the number of buses and the number of spare buses will be adjusted accordingly. City may increase or decrease services to be provided by Contractor under this RFP (“Schedule Readjustments”). However, where Schedule Readjustments impact by 5% or more the service levels or equipment levels required of Contractor under the assumed routes, schedules, days of service, hours or miles, or  136 182 Addendum 2 (6-16-2020) Exhibit C - Revised Page 2 of 4 vehicle requirements contained in this RFP, Contractor shall be permitted to adjust rates commensurately to cover increases or decreases in cost structure associated with such changes by City. Contractor may submit reimbursement for transaction fees associated with the use of a credit card for trip payment. This shall be a direct reimbursement payment with no mark-up. Current transaction fee (or estimated transaction fee if %-based) $_________________ 2.B: Pilot Mobility On Demand Rideshare Program – Capital Vehicle Lease Costs and Revenue Hour Basis Contractor shall separately invoice monthly for the capital lease costs of each vehicle used for service and an additional revenue hour rate for each revenue hour of service. Year 1 Year 2 Year 3 Vehicle Capital Lease* $ $ $ Revenue Hour Rate** $ $ $ *Provide the proposed monthly vehicle capital lease rate for each year. For purposes of proposal comparison, City will assume three (3) leased vehicles monthly for 12 months a year. **Revenue Hour is defined as the time when a vehicle is available to the general public and there is an expectation of carrying passengers. For purposes of proposal comparison, City assumes three (3) vehicles operating twelve (12) revenue hours each day (or 36 revenue hours per day) for 256 days (9,216 revenue hours). Contractor may provide additional breakdown if it intends to provide a different Revenue Hour Rate for ADA accessible and non-ADA accessible vehicles. City and Contractor will consult on a regular basis concerning the Transportation requirements of City. In the event of increases or decreases in the number of passengers requiring Transportation, or in routes or schedules, the number of buses and the number of spare buses will be adjusted accordingly. City may increase or decrease services to be provided by Contractor under this RFP (“Schedule Readjustments”). However, where Schedule Readjustments impact by 5% or more the service levels or equipment levels required of Contractor under the assumed routes, schedules, days of service, hours or miles, or vehicle requirements contained in this RFP, Contractor shall be permitted to adjust rates commensurately to cover increases or decreases in cost structure associated with such changes by City. Contractor may submit reimbursement for transaction fees associated with the use of a credit card for trip payment. This shall be a direct reimbursement payment with no mark-up. Current transaction fee (or estimated transaction fee if %-based) $_________________  137 183 Addendum 2 (6-16-2020) Exhibit C - Revised Page 3 of 4 Section 3: Marketing Program Includes all work that Contractor anticipates to perform relative to Contractor’s proposed marketing program. Contractor shall attach to this Exhibit C a proposed marketing program, including a breakdown of the number of staff hours, staff positions, and staff hourly rate used to calculate Section 3’s dollar amount. Contractor shall bill monthly and shall provide the actual number of hours used by each staff member. Contractor shall include anticipated material/advertising costs as well, including markup. Note: A maximum of ten percent (10%) markup is allowed for purchased materials. The undersigned understands that any conditions placed on the items stated above, clarification made to the above, or information submitted on or with this form (other than that requested) may render the proposal unresponsive. If awarded the Agreement, the undersigned hereby agrees to sign said Agreement and to furnish all necessary certificates. Section 3 Cost (submitted in numerical format): Year 1: $_________________________ Year 2: $_________________________ Year 3: $_________________________ PROPOSER: CONTACT: TITLE: ADDRESS: TELEPHONE: EMAIL: SIGNATURE: TITLE: RideCo Inc Matthew Monteyne VP Business Development 279 Weber St. N, Waterloo, ON Canada N2J 3H8 519-590-1836 matthew@rideco.com VP Business Development    138 184 ADDENDA ACKNOWLEDGMENT Proposer’s Name: ____________________________________ Proposer shall signify receipt of all Addenda here, if any: Addendum Number Date Received Signature If there are more Addenda than there is room in the chart above, attach another page acknowledging receipt of the Addenda. RideCo Inc. Addendum No. 1 June 2, 2020 Addendum No. 3 Addendum No. 4 Addendum No. 2 June 16, 2020 July 8, 2020 July 21, 2020 139 185 EXHIBIT D PROPOSER REFERENCE FORM PART I GENERAL INFORMATION: 1. NAME 2. Proposer is a: (circle one) Corporation / Partnership / Association / Sole Proprietorship 3. Proposer’s address and Telephone Number: 4. Name, Title, Telephone Number, and Email Address of Proposer’s Authorized Representative: 5. Proposer’s Credit References: (Include names, addresses, and telephone numbers of at lease three references, one of which must be the Proposer’s bank) A. B. C. RideCo Inc. 279 Weber St. N, Waterloo, ON Canada N2J 3H8 519-590-1836 Matthew Monteyne, VP Business Development 519-590-1836 matthew@rideco.com Risk Balance INc. 307C Richmond Road, Suite 200, Ottawa ON K1Z 6X3 Tel: (613) 225-3515 Onix Networking Corporation 18519 Detroit Avenue, Lakewood, Ohio 44107 Tel: 216-954-4712 Stryve Digital Marketing 137 Glasgow St. Unit 440, Kitchener, ON N2G 4X8 Tel: 519-747-0044 140 186 EXHIBIT E VEHICLE IDENTIFICATION FORM VEHICLE INFORMATION All Proposers shall provide the following information for each vehicle that the Proposer proposes to use in this project. Proposers must submit photographs of vehicle exteriors and depictions of interior seating configuration, to be attached to this form. If Proposer intends to procure vehicles upon execution of an Agreement, then Proposer shall indicate such on this Exhibit E and include vehicle detail sheet(s) and anticipated delivery date of procured vehicles. 1. Primary or Backup Vehicle. 2019 OR NEWER FORD TRANSIT 350 2. Vehicle Mileage.N/A Date of Odometer Reading: N/A 3. Vehicle Type/Model/Manufacturer. FORD TRANSIT 350 4.Date of Manufacture. 2019 OR NEWER 5. Vehicle is (circle one):NEW 6. Passenger Seating Capacity.4-8 PAX VEHICLES + 2 WC POS 7. Gross Vehicle Weight Rating. APROX 6000 LBS 8. Engine/Transmission Type. 3.7 L V-6 \TRANS 6-speed SelectShift automatic 9. Overall Length. 219.9 INCHES - 266INCHES 10. Exterior Width. 97.4 INCLUDING MIRRORS 11. Interior Height. 52 - 58 INCHES 12. Aisle Width. N/A DOOR ACCESS MID/BACK ROW SEATS 13. Step Height from Ground. TBD 14. Destination Signs (Describe Location and Functions): N/A AS VEHICELS WILL BE WRAPPED 36 15. Wheelchair Equipment (Describe Type/Model/Manufacturer and attach photograph): 16. Number of Miles and Hours on Engine and Transmission Since Last Overhaul (if applicable): _____ 17. Tire Condition: (circle one) NEW USED RECAPPED Comments: 18. Location/address where vehicle will be stored and maintained: LocationStored: LocationMaintained(ifdifferent from storage): 141 187 15. Wheelchair Equipment (Describe Type/Model/Manufacturer and attach photograph): 16. Number of Miles and Hours on Engine and Transmission Since Last Overhaul (if applicable): _____ 17. Tire Condition: (circle one) NEW USED RECAPPED Comments: 18. Location/address where vehicle will be stored and maintained: Location Stored: Location Maintained (if different from storage): 7REHGHWHUPLQHG:KHHOFKDLUZLOOEHIXOO\FRPSOLDQWZLWKDOO$'$UHJXODWLRQV 9HKLFOHVZLOOEHQHZ 7REHGHWHUPLQHG <RXU0HFKDQLFSURYLGHVPRELOH PDLQWHQDQFHDQGZLOOJRWRVWRUDJH ORFDWLRQ 142 188 EXHIBIT E VEHICLE IDENTIFICATION FORM VEHICLE INFORMATION All Proposers shall provide the following information for each vehicle that the Proposer proposes to use in this project. Proposers must submit photographs of vehicle exteriors and depictions of interior seating configuration, to be attached to this form. If Proposer intends to procure vehicles upon execution of an Agreement, then Proposer shall indicate such on this Exhibit E and include vehicle detail sheet(s) and anticipated delivery date of procured vehicles. 1. Primary or Backup Vehicle. 2019 OR NEWER FORD TRANSIT 350 2. Vehicle Mileage.N/A Date of Odometer Reading: N/A 3. Vehicle Type/Model/Manufacturer. FORD TRANSIT 350 4.Date of Manufacture. 2019 OR NEWER 5. Vehicle is (circle one):NEW 6. Passenger Seating Capacity.4-8 PAX VEHICLES + 2 WC POS 7. Gross Vehicle Weight Rating. APROX 6000 LBS 8. Engine/Transmission Type. 3.7 L V-6 \TRANS 6-speed SelectShift automatic 9. Overall Length. 219.9 INCHES - 266INCHES 10. Exterior Width. 97.4 INCLUDING MIRRORS 11. Interior Height. 52 - 58 INCHES 12. Aisle Width. N/A DOOR ACCESS MID/BACK ROW SEATS 13. Step Height from Ground. TBD 14. Destination Signs (Describe Location and Functions): N/A AS VEHICELS WILL BE WRAPPED 36 15. Wheelchair Equipment (Describe Type/Model/Manufacturer and attach photograph): 16. Number of Miles and Hours on Engine and Transmission Since Last Overhaul (if applicable): _____ 17. Tire Condition: (circle one) NEW USED RECAPPED Comments: 18. Location/address where vehicle will be stored and maintained: LocationStored: LocationMaintained(ifdifferent from storage): 143 189 15. Wheelchair Equipment (Describe Type/Model/Manufacturer and attach photograph): 16. Number of Miles and Hours on Engine and Transmission Since Last Overhaul (if applicable): _____ 17. Tire Condition: (circle one) NEW USED RECAPPED Comments: 18. Location/address where vehicle will be stored and maintained: Location Stored: Location Maintained (if different from storage): 7REHGHWHUPLQHG:KHHOFKDLUZLOOEHIXOO\FRPSOLDQWZLWKDOO$'$UHJXODWLRQV 9HKLFOHVZLOOEHQHZ 7REHGHWHUPLQHG <RXU0HFKDQLFSURYLGHVPRELOH PDLQWHQDQFHDQGZLOOJRWRVWRUDJH ORFDWLRQ 144 190 EXHIBIT E VEHICLE IDENTIFICATION FORM VEHICLE INFORMATION All Proposers shall provide the following information for each vehicle that the Proposer proposes to use in this project. Proposers must submit photographs of vehicle exteriors and depictions of interior seating configuration, to be attached to this form. If Proposer intends to procure vehicles upon execution of an Agreement, then Proposer shall indicate such on this Exhibit E and include vehicle detail sheet(s) and anticipated delivery date of procured vehicles. 1. Primary or Backup Vehicle. 2019 OR NEWER FORD TRANSIT 350 2. Vehicle Mileage.N/A Date of Odometer Reading: N/A 3. Vehicle Type/Model/Manufacturer. FORD TRANSIT 350 4.Date of Manufacture. 2019 OR NEWER 5. Vehicle is (circle one):NEW 6. Passenger Seating Capacity.8-12 PAX 7. Gross Vehicle Weight Rating. APROX 6000 LBS 8. Engine/Transmission Type. 3.7 L V-6 \TRANS 6-speed SelectShift automatic 9. Overall Length. 219.9 INCHES - 266INCHES 10. Exterior Width. 97.4 INCLUDING MIRRORS 11. Interior Height. 52 - 58 INCHES 12. Aisle Width. N/A DOOR ACCESS MID/BACK ROW SEATS 13. Step Height from Ground. TBD 14. Destination Signs (Describe Location and Functions): N/A AS VEHICELS WILL BE WRAPPED 145 191 15. Wheelchair Equipment (Describe Type/Model/Manufacturer and attach photograph): 16. Number of Miles and Hours on Engine and Transmission Since Last Overhaul (if applicable): _____ 17. Tire Condition: (circle one) NEW USED RECAPPED Comments: 18. Location/address where vehicle will be stored and maintained: Location Stored: Location Maintained (if different from storage): This vehicle will have no wheelchair equipment. 9HKLFOHVZLOOEHQHZ 7REHGHWHUPLQHG <RXU0HFKDQLFSURYLGHVPRELOH PDLQWHQDQFHDQGZLOOJRWRVWRUDJH ORFDWLRQ 146 192 EXHIBIT E VEHICLE IDENTIFICATION FORM VEHICLE INFORMATION All Proposers shall provide the following information for each vehicle that the Proposer proposes to use in this project. Proposers must submit photographs of vehicle exteriors and depictions of interior seating configuration, to be attached to this form. If Proposer intends to procure vehicles upon execution of an Agreement, then Proposer shall indicate such on this Exhibit E and include vehicle detail sheet(s) and anticipated delivery date of procured vehicles. 1. Primary or Backup Vehicle. 2019 OR NEWER FORD TRANSIT 350 2. Vehicle Mileage.N/A Date of Odometer Reading: N/A 3. Vehicle Type/Model/Manufacturer. FORD TRANSIT 350 4.Date of Manufacture. 2019 OR NEWER 5. Vehicle is (circle one):NEW 6. Passenger Seating Capacity.8-12 PAX VEHICLE 7. Gross Vehicle Weight Rating. APROX 6000 LBS 8. Engine/Transmission Type. 3.7 L V-6 \TRANS 6-speed SelectShift automatic 9. Overall Length. 219.9 INCHES - 266INCHES 10. Exterior Width. 97.4 INCLUDING MIRRORS 11. Interior Height. 52 - 58 INCHES 12. Aisle Width. N/A DOOR ACCESS MID/BACK ROW SEATS 13. Step Height from Ground. TBD 14. Destination Signs (Describe Location and Functions): N/A AS VEHICELS WILL BE WRAPPED 35 147 193 15. Wheelchair Equipment (Describe Type/Model/Manufacturer and attach photograph): 16. Number of Miles and Hours on Engine and Transmission Since Last Overhaul (if applicable): _____ 17. Tire Condition: (circle one) NEW USED RECAPPED Comments: 18. Location/address where vehicle will be stored and maintained: Location Stored: Location Maintained (if different from storage): This vehicle will have no wheelchair equipment 9HKLFOHVZLOOEHQHZ 7REHGHWHUPLQHG <RXU0HFKDQLFSURYLGHVPRELOH PDLQWHQDQFHDQGZLOOJRWRVWRUDJH ORFDWLRQ 148 194 EXHIBIT F LIST OF SUBCONTRACTORS (FILE IF APPLICABLE) Name of Subcontractor Address/Phone Items of Work Opoli Inc 4520 W Imperial Hwy, Inglewood, CA 90304, United States Fleet Partner Vehicle acquisition storage, maintenance Vehicle operations, hiring and management of drivers Ready Artwork 4520 W Imperial Hwy, Inglewood, CA 90304, United States Marketing Partner Marketing plan development Marketing execution Branding design 149 195 150 EXHIBIT G MOORPARK CITY TRANSIT RULES 1.No eating, drinking, smoking, loud noise, or animals (other than service animals) are permitted in the vehicle. 2.Passengers must have exact change. 3.California Civil Code Section 2186 and California Penal Code Section 640 shall be enforced. 196 EXHIBIT H INTENTIONALLY OMITTED SAMPLE FORM OF AGREEMENT FROM REQUEST FOR PROPOSAL 151 EXHIBIT I INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of Work, Contractor will maintain insurance in conformance with the requirements set forth below. Contractor will use existing coverage to comply with these requirements. If that existing coverage does not meet requirements set forth here, Contractor agrees to amend, supplement or endorse the existing coverage to do so. Contractor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Contractor shall provide the following types and amounts of insurance: Commercial General Liability Insurance using Insurance Services Office (ISO) “Commercial General Liability” policy form CG 00 01 or the exact equivalent. Defense costs must be paid in addition to limits. There shall be no cross liability exclusion for claims or suits by one insured against another. Limits are subject to review but in no event less than $2,000,000 per occurrence for all covered losses and no less than $4,000,000 general aggregate. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less than $2,000,000 per accident. If Contractor owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Contractor or Contractor’s employees will use personal autos in any way on this project, Contractor shall provide evidence of personal auto liability for each such person. Workers’ Compensation on a state-approved policy form providing statutory benefits as required by law with employer’s liability limits no less than $1,000,000 per accident or disease. Contractor shall procure and maintain Sexual Abuse/Molestation Liability coverage with limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate. Coverage may be provided as part of Commercial General Liability coverage, Professional Liability coverage, or as a separate policy. Consultant shall procure and maintain Cyber Liability insurance with limits of $1,000,000 per occurrence/loss which shall include the following coverage: 1. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information. 197 152 2. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems. 3. Liability arising from the failure of technology products (software) required under the contract for Consultant to properly perform the services intended. 4. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep-linking or framing, and infringement or violation of intellectual property rights. 5. Liability arising from the failure to render professional services. If coverage is maintained on a claims-made basis, Consultant shall maintain such coverage for an additional period of three (3) years following termination of the Agreement. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlyi ng coverages. Coverage shall be provided on a “pay on behalf” basis, with defense costs payable in addition to policy limits. Policy shall contain a provision obligating insurer at the time insured’s liability is determined, not requiring actual payment by the insured first. There shall be no cross liability exclusion precluding coverage for claims or suits by one insured against another. Coverage shall be applicable to the City for injury to employees of Contractor, subcontractors or others involved in the Work. The scope of coverage provided is subject to approval by the City following receipt of proof of insurance as required herein. Limits are subject to review but in no event less than $2,000,000 aggregate. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the State of California and with an A.M. Bests rating of A- or better and a minimum financial size of VII. General conditions pertaining to provision of insurance coverage by Contractor. Contractor and the City agree to the following with respect to insurance provided by Contractor: 1. Contractor agrees to have its insurer endorse the third party general liability coverage required herein to include as additional insureds the City, its officials, employees, and agents, using standard ISO endorsement CG 2010 and CG 2037 with edition acceptable to the City. Contractor also agrees to require all contractors and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Contractor’s employees, or agents, from waiving the right to subrogation prior to a loss. Contractor agrees to waive subrogation rights 198 153 against the City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this Agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operation limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include limiting endorsement of any kind that has not been first submitted to the City and approved in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called “third party action over” claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification, and additional requirements by the City, as the need arises. Contractor shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect the City’s protection without the City’s prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Contractor’s general liability policy, shall be delivered to city at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled or reduced at any time and no replacement coverage is provided, the City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other Agreement and to pay the premium. Any premium so paid by the City shall be charged to and promptly paid by Contractor or deducted from sums due Contractor, at the City’s option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to the City of any cancellation or reduction of coverage. Contractor agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation or reduction of coverage imposes no obligation, or that any party will “endeavor” (as opposed to being required) to comply with the requirements of the certificate. 9. It is acknowledged by the parties of this Agreement that all insurance coverage required to be provided by Contractor or any subcontractor, is intended to apply first and on a primary, non-contributing basis in relation to any other insurance or self-insurance available to the City. 199 154 10. Contractor agrees to ensure that subcontractors, and any other party involved with the Work who is brought onto or involved in the Work by Contractor, provide the same minimum insurance required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the Work will be submitted to the City for review. 11. Contractor agrees not to self-insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer, or other entity or person in any way involved in the performance of Work contemplated by this Agreement to self-insure its obligations to the City. If Contractor’s existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time, the City shall review options with the Contractor, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving the Contractor 90 days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City will negotiate additional compensation proportional to the increased benefit to the City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Contractor acknowledges and agrees that any actual or alleged failure on the part of the City to inform Contractor of non-compliance with an insurance requirement in no way imposes any additional obligations to the City nor does it waive any rights hereunder in this or any other regard. 15. Contractor will renew the required coverage annually as long as the City, or its employees or agents face an exposure from operations of any type pursuant to this Agreement. This obligation applies whether or not the Agreement is canceled or terminated for any reason. Termination of this obligation is not effective until the City executes a written statement to that effect. 16. Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contractor’s insurance agent to this effect is acceptable. A certificate of 200 155 insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to the City within five days of the expiration of coverage. 17. The provisions of any Workers’ Compensation or similar act will not limit the obligations of Contractor under this Agreement. Contractor expressly agrees not to use any statutory immunity defenses under such laws with respect to the City, its employees, officials, and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits, or other requirements nor as a waiver of any coverage normally provided by any given policy. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue, and is not intended by any party or insured to be limiting or all- inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this Agreement and are intended by the parties here to be interpreted as such. 20. The requirements in this section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts or impairs the provisions of this section. 21. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the Work reserves the right to charge the City or Contractor for the cost of additional insurance coverage required by this Agreement. Any such provisions are to be deleted with reference to the City. It is not the intent of the City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against the City for payment of premiums or other amounts with respect thereto. 22. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this Agreement. The City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve the City. 201 156 EXHIBIT J FEDERAL TRANSIT ADMINISTRATION (FTA) REQUIREMENTS 1. Drug and Alcohol Testing The Contractor agrees to establish and implement a drug and alcohol testing program that complies with 49 Code of Federal Regulations (CFR) Part 655, produce any documentation necessary to establish its compliance with Part 655, and permit any authorized representative of the United States Department of Transportation (DOT) or its operating administrations, the State Oversight Agency of California or City, to inspect the facilities and records associated with the implantation of the drug and alcohol testing program as required under 49 CFR Part 655 and review the testing process. The Contractor agrees further to certify annually its compliance with Part 655 before February 15 and to submit the Management Information System (MIS) reports before February 15 to the City’s Project Manager. To certify compliance the Contractor shall use the “Substance Abuse Certifications” in the “Annual List of Certifications and Assurances for Federal Transit Administration Grants and Cooperative Agreements,” which is published annually in the Federal Register. 2. Access to Records The Contractor agrees to the following access to records requirements: a. To provide City, the FTA Administrator, the Comptroller General of the United States or any of their authorized representatives access to any books, documents, papers and records of the Contractor which are directly pertinent to this contract for the purposes of making audits, examinations, excerpts and transcriptions. Contractor also agrees, pursuant to 49 CFR 633.17 to provide the FTA Administrator or his authorized representatives including any PMO Contractor access to Contractor's records and construction sites pertaining to a major capital project, defined at 49 United States Code (USC) 5302(a)1, which is receiving federal financial assistance through the programs described at 49 USC 5307, 5309 or 5311. b. To make available in the case of a contract for a capital project or improvement, as defined above and awarded by other than competitive bidding in accordance with 49 USC 5325(a), records related to the contract to City, the Secretary of Transportation and the Comptroller General or any authorized officer or employee of any of them for the purposes of conducting an audit and inspection. c. To maintain all books, records, accounts and reports required under this contract for a period of not less than three years after the date of termination or expiration of this contract, except in the event of litigation or settlement of claims arising from the performance of this contract, in which case Contractor agrees to maintain same until City, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. Reference 49 CFR 18.39(i)(11). 202 157 d. To permit any of the foregoing parties to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed. 3. Clean Water a. The Contractor agrees to comply with all applicable standards, orders or regulations issued pursuant to the Federal Water Pollution Control Act, as amended, 33 USC Sections 1251 et seq. The Contractor agrees to report each violation to the City and understands and agrees that the City shall, in turn, report each violation as required to assure notification to FTA and the appropriate Environmental Protection Agency (EPA) Regional Office. b. The Contractor further agrees that: 1. It will not use any violating facilities; 2. It will report the use of facilities placed on or likely to be placed on the EPA “List of Violating Facilities”; 3. It will report violations of use of prohibited facilities to FTA ; and 4. It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 USC Sections 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 USC Sections 1251-1387). The Contractor also agrees to include these requirements in each subcontract exceeding $150,000 financed in whole or in part with Federal assistance by FTA if the subcontract includes services for Moorpark. 4. Civil Rights The following requirements apply to the underlying Agreement: a. Nondiscrimination – In accordance with Title VI of the Civil Rights Act, as amended, 42 USC Section 2000d, section 303 of the Age Discrimination Act of 1975, as amended, 42 USC Section 6102, section 202 of the Americans with Disabilities Act of 1990, 42 USC Section 12132, and Federal transit law at 49 USC Section 5332 and 49 CFR part 21, the Contractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, age, or disability. In addition, the Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. b. Equal Employment Opportunity – The following equal employment opportunity requirements apply to the underlying Agreement: 1. Race, Color, Creed, National Origin, Sex - In accordance with Title VII of the Civil Rights Act, as amended, 42 USC Section 2000e, and Federal transit laws at 49 USC Section 5332, the Contractor agrees to comply with all applicable equal employment opportunity requirements of U.S. Department of Labor (U.S. DOL) regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor," 41 CFR 203 158 Parts 60 et seq., (which implement Executive Order No. 11246, "Equal Employment Opportunity," as amended by Executive Order No. 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," 42 USC Section 2000e note), and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of the Project. The Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 2. Age - In accordance with section 4 of the Age Discrimination in Employment Act of 1967, as amended, 29 USC Sections 623, Federal transit law at 49 USC Section 5332, the Equal Employment Opportunity Commission (U.S. EEOC) regulations, “Age Discrimination in Employment Act,” 29 CFR part 1625, the Age Discrimination Act of 1975, as amended, 42 USC Section 6101 et seq., U.S. Health and Human Services regulations, “Nondiscrimination on the Basis of Age in Programs or Activities Receiving Federal Financial Assistance,” 45 CFR part 90, the Contractor agrees to refrain from discrimination against present and prospective employees for reason of age. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. 3. Disabilities - In accordance with section 504 of the Rehabilitation Act of 1973, as amended, 29 USC Section 794, the Americans with Disabilities Act of 1990, as amended, 42 USC Section 12101 et seq., the Architectural Barriers Act of 1968, as amended, 42 USC Section 4151 et seq., and Federal transit law at 49 USC Section 5332, the Contractor agrees that it will not discriminate against individuals on the basis of disability, and that it will comply with the requirements of U.S. Equal Employment Opportunity Commission, "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 CFR Part 1630, pertaining to employment of persons with disabilities. In addition, the Contractor agrees to comply with any implementing requirements FTA may issue. c. The Contractor also agrees to include these requirements in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. 5. Energy Conservation The Contractor agrees to comply with mandatory standards and policies relating to energy efficiency that are contained in the state energy conservation plan issued in compliance with the Federal Energy Policy and Conservation Act 42 USC, Sections 6321 et seq. 204 159 6. Clean Air a. The Contractor agrees to comply with all applicable standards, orders, or regulations issued pursuant to the Clean Air Act, as amended, 42 USC Sections 7401 et seq. The Contractor agrees to report each violation to the City and understands and agrees that the City shall, in turn, report each violation as required to assure notification to FTA and the appropriate EPA Regional Office. b. The Contractor further agrees that: 1. It will not use any violating facilities; 2. It will report the use of facilities placed on or likely to be placed on the U.S. EPA “List of Violating Facilities;” 3. It will report violations of use of prohibited facilities to FTA; and 4. It will comply with the inspection and other requirements of the Clean Air Act, as amended, (42 USC Sectioins 7401 – 7671q); and the Federal Water Pollution Control Act as amended, (33 USC Sections 1251-1387) 7. Contract Work Hours and Safety Standards Act (CWHSSA) a. Overtime Requirements: No Contractor or subcontractor contracting for any part of the Agreement work which may require or involve the employment of laborers or mechanics shall require or permit any such laborer or mechanic in any workweek in which he or she is employed on such work to work in excess of forty hours in such workweek unless such laborer or mechanic receives compensation at a rate not less than one and one-half times the basic rate of pay for all hours worked in excess of forty hours in such workweek. b. Violation; Liability for Unpaid Wages; Liquidated Damages: In the event of any violation of the clause set forth in paragraph (a) of this section the Contractor and any subcontractor responsible therefore shall be liable for the unpaid wages. In addition, such Contractor and subcontractor shall be liable to the United States for liquidated damages. Such liquidated damages shall be computed with respect to each individual laborer or mechanic, including watchmen and guards, employed in violation of the clause set forth in paragraph (a) of this section, in the sum of $10 for each calendar day on which such individual was required or permitted to work in excess of the standard workweek of forty hours without payment of the overtime wages required by the clause set forth in paragraph (a) of this section. c. Withholding for Unpaid Wages and Liquidated Damages: City shall upon its own action or upon written request of an authorized representative of the Department of Labor withhold or cause to be withheld, from any moneys payable on account of work performed by the Contractor or subcontractor under any such contract or any other Federal contract with the same prime Contractor, or any other federally-assisted contract subject to the Contract Work Hours and Safety Standards Act, which is held by the same prime Contractor, such sums as may be determined to be necessary to satisfy any liabilities of such Contractor or 205 160 subcontractor for unpaid wages and liquidated damages as provided in the clause set forth in paragraph (b) of this section. d. The Contractor or subcontractor shall insert in any subcontracts the clauses set forth in paragraphs (a) through (d) of this section and also a clause requiring the subcontractors to include these clauses in any lower tier subcontracts. The prime Contractor shall be responsible for compliance by any subcontractor or lower tier subcontractor with the clauses set forth in paragraphs (a) through (d) of this section. 8. No Obligation by the Federal Government City and Contractor acknowledge and agree that, notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Agreement, absent the express written consent by the Federal Government, the Federal Government is not a party to this Agreement and shall not be subject to any obligations or liabilities to the City, Contractor, or any other party (whether or not a party to that Agreement) pertaining to any matter resulting from the underlying Agreement. The Contractor agrees to include the above clause in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. 9. Program Fraud and False or Fraudulent Statements or Related Acts The contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 USC Section 3801 et seq. and USDOT regulations, "Program Fraud Civil Remedies," 49 CFR Part 31, apply to its actions pertaining to this Agreement. Upon execution of the underlying Agreement, the Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to be made, pertaining to the underlying Agreement or the FTA assisted project for which this Agreement work is being performed. In addition to other penalties that may be applicable, the Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on the Contractor to the extent the Federal Government deems appropriate. The Contractor also acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 USC Section 5307, the Federal Government reserves the right to impose the penalties of 18 USC Section 1001 and 49 USC Section 5307(n)(1) on the Contractor, to the extent the Federal Government deems appropriate. 206 161 The Contractor agrees to include the above two clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. 10. Incorporation of FTA Terms The provisions in Attachment 3 include, in part, certain Standard Terms and Conditions required by the USDOT, whether or not expressly set forth in the preceding provisions. All contractual provisions required by USDOT, as set forth in FTA Circular 4220.1F, dated November 1, 2008, as it may be amended from time to time, are hereby incorporated in this Agreement reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Agreement. The Contractor shall not perform any act, fail to perform any act or refuse to comply with any requests of City which would cause City to be in violation of the FTA terms and conditions. 11. Contracts Involving Federal Privacy Act Requirements The following requirements apply to the Contractor and its employees that administer any system of records on behalf of the Federal Government under any contract: a. The Contractor agrees to comply with, and assures the compliance of its employees with, the information restrictions and other applicable requirements of the Privacy Act of 1974, 5 USC Section 552(a). Among other things, the Contractor agrees to obtain the express consent of the Federal Government before the City or its employees operate a system of records on behalf of the Federal Government. The Contractor understands that the requirements of the Privacy Act, including the civil and criminal penalties for violation of that Act, apply to those individuals involved, and that failure to comply with the terms of the Privacy Act may result in termination of the underlying Agreement. b. The Contractor also agrees to include these requirements in each subcontract to administer any system of records on behalf of the Federal Government financed in whole or in part with Federal assistance provided by FTA. c. The Contractor agrees to comply with applicable transit employee protective requirements as follows: 1. General Transit Employee Protective Requirements - To the extent that FTA determines that transit operations are involved, the Contractor agrees to carry out the transit operations work on the underlying contract in compliance with terms and conditions determined by the U.S. Secretary of Labor to be fair and equitable to protect the interests of employees employed under this Agreement and to meet the employee protective requirements of 49 USC Section 5333(b), and USDOL guidelines at 29 CFR Part 215, and any agreements thereto. These terms and conditions 207 162 are identified in the letter of certification from the USDOL to FTA applicable to the FTA recipient's project from which Federal assistance is provided to support work on the underlying contract. The Contractor agrees to carry out that work in compliance with the conditions stated in that USDOL letter. The requirements of this subsection, however, do not apply to any contract financed with Federal assistance provided by FTA either for projects for elderly individuals and individuals with disabilities authorized by 49 USC Section 5310(a)(2), or for projects for non- urbanized areas authorized by 49 USC Section 5311. d. The Contractor also agrees to include any applicable requirements in each subcontract involving transit operations financed in whole or in part with Federal assistance provided by FTA. 12. Federal Changes The Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the grant agreements between the VCTC and FTA, as they may be amended or promulgated from time to time during the term of this Agreement. Failure by City to so comply shall constitute a material breach of this Agreement. In the event any such changes significantly affect the cost or the schedule to perform the work, the Contractor shall be entitled to submit a claim for an equitable adjustment under the applicable provisions of this Agreement. 13. Disadvantaged Business Enterprises (DBE) Participation Goal a. General DBE Requirements: In accordance with Federal financial assistance agreements with the U.S. Department of Transportation (U.S. DOT), City has adopted a Disadvantaged Business Enterprise (DBE) Policy and Program, in conformance with Title 49 CFR Part 26, “Participation by Disad vantaged Business Enterprises in Department of Transportation Programs” (the “Regulations”). This Agreement is subject to these stipulated regulations. In order to ensure that the City achieves its overall DBE Program goals and objectives, the City encourages the participation of DBEs as defined in 49 CFR 26 in the performance of contracts financed in whole or in part with U.S. DOT funds. It is the policy of the City to: 1. Ensure nondiscrimination in the award and administration of DOT-assisted contracts; 2. Create a level playing field on which DBE’s can compete fairly for DOT - assisted contracts; 3. Ensure that the DBE program is narrowly tailored in accordance with applicable law; 4. Ensure that only firms that fully meet 49 CFR part 26 eligibility standards are permitted to participate as DBE’s; 5. Help remove barriers to the participation of DBEs in DOT assisted contracts; 208 163 6. To promote the use of DBEs in all types of federally assisted contracts and procurement activities; and 7. Assist in the development of firms that can compete successfully in the marketplace outside the DBE program. b. Discrimination: Contractor shall not discriminate on the basis of race, color, national origin, or sex in the award and performance of subcontracts. Any terms used herein that is defined in 49 CFR Part 26, or elsewhere in the Regulations, shall have the meaning set forth in the Regulations. c. City’s Race-Neutral DBE Program: A race-neutral DBE Program is one that, while benefiting DBEs, is not solely focused on DBE firms. Therefore, under a race-neutral DBE Program, the City does not establish numeric race-conscious DBE participation goals on its DOT-assisted contracts. There is no DBE goal on this Project. d. Contractor’s Assurance Clause Regarding Non-Discrimination: In compliance with State and Federal anti-discrimination laws, Contractor affirms that it will not exclude or discriminate on the basis of race, color, national origin, or sex in consideration of contract award opportunities. Further, Contractor affirms that it will consider, and utilize subcontractors and vendors, in a manner consistent with non-discrimination objectives. e. Violations: Failure by Contractor to carry out these requirements shall be a material breach of the Agreement, which may result in the termination of the Agreement or such other remedy as the recipient deems appropriate, which may include, but is not limited to: 1. Withholding monthly progress payments; 2. Assessing sanctions; and/or 3. Disqualifying the Contractor from future bidding as non-responsible 49 CFR Section 26.13(b). f. No later than thirty (30) working days after receiving payment of retention from City for work satisfactorily performed by any of its subcontractors for services rendered arising out of or related to this Agreement, Contractor shall make full payment to its subcontractors of all compensation due and owing under the relevant subcontract agreement, unless excused by City for good cause pursuant to provisions of Section 13.i below. g. No later than thirty (30) working days after receiving payment of retention from City for work satisfactorily performed by any of its subcontractors for services rendered arising out of or related to this Agreement, Contractor shall also make full payment to its subcontractors of all retentions withheld by it pursuant to the relevant subcontract agreement, unless excused by City for good cause pursuant to provisions of Section 13.i below. h. There shall be no substitution of any DBE subcontractors subsequent to award of this Agreement without the written approval of the City’s DBE Officer. i. Contractor may only delay or postpone any payment obligation (or retention) to any of its subcontractors for services rendered arising out of or related to this Agreement where, in City’s sole estimation, good cause exists for such a delay or postponement. All such determinations on City’s part that good cause exists for the delay or postponement of Contractor’s payment obligation to its 209 164 subcontractor must be made prior to the time when payment to the subcontractor would have been otherwise due by Contractor. 14. Federal, State and Local Laws Contractor warrants that in the performance of this Agreement it shall comply with all applicable federal, state and local laws, statutes and ordinances and all lawful orders, rules and regulations promulgated there under. If this Agreement is funded with federal funds, the Contractor shall also comply with applicable Federal Transit Administration (FTA) directives. Since laws, regulations, directives, etc. may be modified from time-to- time, the Contractor shall be responsible for compliance as modifications are implemented. The Contractor’s failure to comply shall constitute a material breach of this Agreement. 15. ADA Access Requirements The Contractor shall comply with all applicable requirements of the Americans with Disabilities Act of 1990 (ADA), 42 USC Section 12101 et seq; Section 504 of the Rehabilitation Act of 1973, as amended, 29 USC Section 794; 49 USC Section 5301(d). 16. Recycled Products Recovered Materials - The Contractor agrees to comply with all the requirements of Section 6002 of the Resource Conservation and Recovery Act (RCRA), as amended (42 USC 6962), including but not limited to the regulatory provisions of 40 CFR Part 247, and Executive Order 12873, as they apply to the procurement of the items designated in Subpart B of 40 CFR Part 247. 17. Suspension and Debarment a. The Contractor shall comply and facilitate compliance with U.S. DOT regulations, “Nonprocurement Suspension and Debarment,” 2 CFR part 1200, which adopts and supplements the U.S. Office of Management and Budget (U.S. OMB) “Guidelines to Agencies on Governmentwide Debarment and Suspension (Nonprocurement),” 2 CFR part 180. The Contractor shall verify that its principals, affiliates, and subcontractors are eligible to participate in this federally funded contract and are not presently declared by any Federal department or agency to be: 1. Debarred from participation in any federally assisted Award; 2. Suspended from participation in any federally assisted Award; 3. Proposed for debarment from participation in any federally assisted Award; 4. Declared ineligible to participate in any federally assisted Award; 5. Voluntarily excluded from participation in any federally assisted Award; or 6. Disqualified from participation in ay federally assisted Award. b. By signing and submitting its proposal or Agreement, Proposer certifies as follows: 210 165 The certification in this clause is a material representation of fact relied upon by City. If it is later determined by City that the Proposer knowingly rendered an erroneous certification, in addition to remedies available to City, the Federal Government may pursue available remedies, including but not limited to suspension and/or debarment. The Proposer agrees to comply with the requirements of 2 CFR part 180, subpart C, as supplemented by 2 CFR part 1200, while this offer is valid and throughout the period of any contract that may arise from this offer. The Proposer further agrees to include a provision requiring such compliance in its lower tier covered transactions. c. These provisions apply to each contract at any tier of $25,000 or more, and to each contract at any tier for a federally required audit (irrespective of the contract amount), and to each contract at any tier that must be approved by an FTA official irrespective of the contract amount. 18. Disputes a. Except as otherwise provided in this Agreement, any dispute concerning a question of fact arising under this Agreement which is not disposed of by supplemental agreement shall be decided by the Public Works Director, who shall reduce the decision to writing and mail or otherwise furnish a copy thereof to the Contractor. The decision of the Public Works Director shall be final and conclusive unless, within thirty (30) days from the date of receipt of such copy, Contractor mails or otherwise furnishes to the Public Works Director a written appeal addressed to City's City Manager. The decision of City's City Manager or duly authorized representative for the determination of such appeals shall be final and conclusive. b. The provisions of this Paragraph shall not be pleaded in any suit involving a question of fact arising under this Agreement as limiting judicial review of any such decision to cases where fraud by such official or his representative or board is alleged, provided, however, that any such decision shall be final and conclusive unless the same is fraudulent or capricious or arbitrary or so grossly erroneous as necessarily to imply bad faith or is not supported by substantial evidence. In connection with any appeal proceeding under this Paragraph, the Contractor shall be afforded an opportunity to be heard and to offer evidence in support of its appeal. c. Pending final decision of a dispute hereunder, Contractor shall proceed diligently with the performance of this Agreement and in accordance with the decision of City's Public Works Director. This "Disputes" clause does not preclude consideration of questions of law in connection with decisions provided for above. Nothing in this Agreement, however, shall be construed as making final the decision of any City official or representative on a question of law, which questions shall be settled in accordance with the laws of the State of California. 211 166 19. Lobbying See the Byrd Anti-Lobbying Amendment, 31 USC 1352, as amended by the Lobbying Disclosure Act of 1995, P.L. 104-65 [to be codified at 2 U.S.C. Section 1601, et seq.] - Contractors who apply or bid for an award of $100,000 or more shall file the certification required by 49 CFR part 20, "New Restrictions on Lobbying.” Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 USC 1352. Each tier shall also disclose the name of any registrant under the Lobbying Disclosure Act of 1995 who has made lobbying contacts on its behalf with non-Federal funds with respect to that Federal contract, grant or award covered by 31 USC 1352. Such disclosures are forwarded from tier to tier up to the recipient. The Proposer shall complete and submit with its bid/proposal the attached Certification Regarding Lobbying, and if applicable, the Standard Form-LLL, “Disclosure Form to Report Lobbying”. 20. Safe Operation of Motor Vehicles Pursuant to Federal Executive Order No. 13043, “Increasing Seat Belt Use in the United States,” April 16, 1997, 23 USC Section 402 note, FTA encourages each third party contractor to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company owned, rented, or personally operated vehicles, and to include this provision in each third party subcontract involving the project. a. The Contractor is encouraged to adopt and promote on-the-job seat belt use policies and programs for its employees and other personnel that operate company-owned vehicles, company-rented vehicles, or personally operated vehicles. The terms “company-owned” and “company-leased” refer to vehicles owned or leased either by the Contractor or City. b. The Contractor agrees to adopt and enforce workplace safety policies to decrease crashes caused by distracted drivers, including policies to ban text messaging while using an electronic device supplied by an employer, and driving a vehicle the driver owns or rents, a vehicle Contactor owns, leases, or rents, or a privately-owned vehicle when on official business in connection with the work performed under this Agreement. 212 167 EXHIBITS K - P and Addendums [Exhibit K through Exhibit P and Addendums 1-4 inserted on the following page] 213 Addendum 2 (6-16-2020) Added Exhibits Page 1 of 9 EXHIBIT K NON-COLLUSION AFFIDAVIT FORM (Transit Operations Services) TO BE EXECUTED BY PROPOSER AND SUBMITTED WITH PROPOSAL I, ______________________________________, hereby declare as follows: I am _____________________________ of ________________________ the party making the foregoing Proposal that the Proposal is not made in the interest of, or on behalf of, any undisclosed person, partnership, company, association, organization, or corporation; that the Proposal is genuine and not collusive or sham; that the Proposer has not directly or indirectly induced or solicited any other Proposer to put in a false or sham Proposal, and has not directly or indirectly colluded, conspired, connived, or agreed with any Proposer or anyone else to put in a sham Proposal, or that anyone shall refrain from proposing; that the Proposer has not in any manner, directly or indirectly, sought by agreement, communication, or conference with anyone to fix the proposal price of the Proposer or any other Proposer, or to fix any overhead, profit, or cost element of the Proposal price, or of that of any other Proposer, or to secure any advantage against the public body awarding the contract of anyone interested in the proposed contract; that all statements contained in the proposal are true; and, further, that the Proposer has not, directly or indirectly, submitted his or her Proposal price or any breakdown thereof, or the contents thereof, or divulged information or data relative thereto, or paid, and will not pay, any fee to any corporation, partnership, company association, organization, Proposal depository, or to any member or agent thereof to effectuate a collusive or sham Proposal. I declare under penalty of perjury under the laws of the State of California that the foregoing is true and correct. Proposer Signature _______________________________________________ By Name _______________________________________________ Title _______________________________________________ Organization _______________________________________________ Mailing Address _______________________________________________ City, State & Zip _______________________________________________ Matthew Monteyne VP Business Development RideCo Inc. Matthew Monteyne VP Business Development RideCo Inc. 279 Weber St. N Unit 101 Waterloo, ON, N2J 3H8 168 214 Addendum 2 (6-16-2020) Added Exhibits Page 2 of 9 EXHIBIT L LOBBYING CERTIFICATION As required by U.S. DOT regulations, “New Restrictions on Lobbying,” at 49 CFR 20.110, I certify to the best of my knowledge and belief that for each application for federal assistance exceeding $100,000: (1) No Federal appropriated funds have been or will be paid, by or on behalf of _______________________, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress pertaining to the award of any Federal assistance, or the extension, continuation, renewal, amendment, or modification of any Federal assistance agreement; and (2) If any funds other than Federal appropriated funds have been or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with any application to FTA for Federal assistance, I assure that Standard Form-LLL, “Disclosure Form to Report Lobbying,” would be submitted and would include all information required by the form’s instructions. I understand that this certification is a material representation of fact upon which reliance is placed and that submission of this certification is a prerequisite for providing Federal assistance for a transaction covered by 31 U.S.C. 1352. I also understand that any person who fails to file a required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each failure. _________________________________ Signature of Proposers Authorized Official _________________ Date _______________________________________________________________ Name and Title of Proposer’s Authorized Official July 22, 2020 Matthew Monteyne, VP Business Development RideCo Inc. 169 215 Addendum 2 (6-16-2020) Added Exhibits Page 3 of 9 EXHIBIT M DISADVANTAGED BUSINESS ENTERPRISE _________________________________________ hereby certifies that all reasonable efforts have been made to secure maximum disadvantaged business enterprise (DBE) participation in this Agreement. BY: _________________________ Authorized Official _________________________ Title Please include on a separate sheet the names, addresses of all DBEs contacted or that will participate in the contract, the scope of work, dollar amount of each participating DBE. Also describe all efforts which have been made to secure maximum DBE participation. All participating DBEs must complete a separate DBE affidavit on the following page. Include as many copies with the proposal as required. DO NOT complete DBE affidavit page if there are no participating DBEs. RideCo Inc. Matthew Monteyne VP Business Development 170 216 AFFIDAVIT OF DISADVANTAGED BUSINESS ENTERPRISE I hereby declare and affirm that I am a qualifying DBE as described in 49 CFR part 26 and that I will provide information to document this fact. I DO SOLEMNLY DECLARE AND AFFIRM UNDER THE PENALTIES OF PERJURY THAT THE FOREGOING STATEMENTS ARE TRUE AND CORRECT, AND THAT I AM AUTHORIZED, ON BEHALF OF THE ABOVE FIRM, TO MAKE THIS AFFIDAVIT. BY: SHAWN A. CHAVIRA Title: CEO Date: JULY 23, 2020 Addendum 2 (6-16-2020) Added Exhibits Page 4 of 9 171 217 Addendum 2 (6-16-2020) Added Exhibits Page 5 of 9 EXHIBIT N CERTIFICATION OF PRIMARY PARTICIPANT REGARDING DEBARMENT, SUSPENSION, AND OTHER RESPONSIBILITY MATTERS The Primary Participant (applicant for an FTA grant or cooperative agreement, or Potential Contractor for a major third party contract), certifies to the best of its knowledge and belief, that it and its principals: 1. Are not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from covered transactions by any Federal department or agency; 2. Have not within a three-year period preceding this proposal been convicted of or had a civil judgment rendered against them for commission of fraud or a criminal offense in connection with obtaining, attempting to obtain, or performing a public (Federal, State or local) transaction or contract under a public transaction, violation of Federal or state antitrust statutes or commission of embezzlement, theft, forgery, bribery, falsification or destruction of records, making false statements, or receiving stolen property; 3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental entity (Federal, State, or local) with commission of any of the offenses enumerated in paragraph (2) of this certification; and 4. Have not within a three-year period preceding this application/proposal had one or more public transactions (Federal, State or local) terminated for cause or default. (If the primary participant (applicant for an FTA grant, or cooperative agreement, or potential third party contractor) is unable to certify to any of the statements in this certification, the participant shall attach an explanation to this certification.) THE PRIMARY PARTICIPANT (APPLICATION FOR AN FTA GRANT OR COOPERATIVE AGREEMENT, OR POTENTIAL CONTRACTOR FOR A MAJOR THIRD PARTY CONTRACT), ______________________________________________ CERTIFIES OR AFFIRMS THE TRUTHFULNESS AND ACCURACY OF THE CONTENTS OF THE STATEMENTS SUBMITTED ON OR WITH THIS CERTIFICATION AND UNDERSTANDS THAT THE PROVISIONS OF 31 U.S.C. SECTIONS 3801 ET. SEQ. ARE APPLICABLE THERETO. ___________________________________ _________________ Signature of Contractor’s Authorized Official Date Typed Name and Title of Contractor’s Authorized Official RideCo Inc. July 22, 2020 Matthew Monteyne, VP Business Development 172 218 Addendum 3 (7-8-2020) Revised Exhibits “Certificate of Buy America Compliance – Exhibit O” removed and remaining Exhibits relabeled Page 1 of 2 EXHIBIT O FEDERAL MOTOR VEHICLE SAFETY STANDARDS The Proposer hereby certifies that the following statement is true and correct (select one option): The vehicle(s) to be supplied is in compliance with the Federal Motor Vehicle Safety Standards issued by the National Highway Traffic Safety Administration in 49 CFR Part 571. The vehicle(s) to be supplied is not subject to the Federal Motor Vehicle Safety Standards issued by the National Highway Traffic Safety Administration in 49 CFR Part 571. The vehicle(s) to be supplied is subject to the Federal Motor Vehicle Safety Standards issued by the National Highway Traffic Safety Administration in 49 CFR Part 571 but no FMVSS certification is available at this time because the vehicle is a new model (Federal Register Vol. 56, No. 185, page 48391, September 24, 1991). ______________________________________________ Signature of the Proposer’s Authorized Official ______________________________________________ Name and Title of the Proposer’s Authorized Official ______________________________________________ Company Name ______________________________________________ Date Matthew Monteyne, VP Business Development RideCo Inc. July 22, 2020 x 173 219 Addendum 3 (7-8-2020) Revised Exhibits “Certificate of Buy America Compliance – Exhibit O” removed and remaining Exhibits relabeled Page 2 of 2 EXHIBIT P WORKERS’ COMPENSATION INSURANCE CERTIFICATE TO BE EXECUTED BY PROPOSER AND SUBMITTED WITH PROPOSAL The Proposer shall execute the following form as required by the California Labor Code, Sections 1860 and 1861: “I am aware of the Provisions of Section 3700 of the Labor Code which requires every employer to be insured against liability for Workers’ Compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract.” By __________________________________________________________________ Title: ________________________________ Date: _____________________ Matthew Monteyne VP Business Development July 22, 2020 174 220 CITY OF MOORPARK JANICE S. PARVIN Mayor CHRIS ENEGREN Councilmember ROSEANN MIKOS, Ph.D. Councilmember DAVID POLLOCK Councilmember KEN SIMONS Councilmember PUBLIC WORKS DEPARTMENT | 799 Moorpark Avenue, Moorpark, California 93021 Main City Phone Number (805) 517-6200 | Fax (805) 532-2555 | moorpark@moorparkca.gov June 2, 2020 ADDENDUM NO. 1 Pilot Mobility On Demand Rideshare Program NOTICE IS HEREBY GIVEN to all prospective proposers that the following changes, clarifications, and additions are made part of the RFP for the above referenced project and shall be taken into account in the preparation of all proposals and the execution of all work. The changes, clarifications, and/or additions to the RFP are as follows: ========================================================================= The following RFP dates have been adjusted: Description Original Date & Time New Date & Time Answers to Questions 6/2/2020 at 4:00 pm 6/16/2020 at 4:00 pm Proposal Due Date 6/23/2020 at 4:00 pm 7/24/2020 at 3:00 pm Proposer Interviews 7/14/2020 8/5/2020 . [End of Changes] ========================================================================= This addendum shall be made part of the above referenced project. Full compensation for all work and requirements of this addendum shall be considered as included in the appropriate technical and cost proposals and no additional compensation will be allowed therefore. Questions regarding this addendum may be directed to Shaun Kroes at (805) 517-6257 or skroes@moorparkca.gov. ACKNOWLEDGE RECEIPT OF THIS ADDENDUM BY ATTACHING A SIGNED COPY OF THIS ADDENDUM WITH YOUR PROPOSAL. FAILURE TO DO SO MAY RESULT IN DISQUALIFICATION OF YOUR PROPOSAL. Company Name: Authorized Representative: Signature of Authorized Representative: ___________________________________________ RideCo Inc. Matthew Monteyne 175 221 CITY OF MOORPARK JANICE S. PARVIN Mayor CHRIS ENEGREN Councilmember ROSEANN MIKOS, Ph.D. Councilmember DAVID POLLOCK Councilmember KEN SIMONS Councilmember PUBLIC WORKS DEPARTMENT | 799 Moorpark Avenue, Moorpark, California 93021 Main City Phone Number (805) 517-6200 | Fax (805) 532-2555 | moorpark@moorparkca.gov June 16, 2020 ADDENDUM NO. 2 Pilot Mobility On Demand Rideshare Program NOTICE IS HEREBY GIVEN to all prospective proposers that the following changes, clarifications, and additions are made part of the RFP for the above referenced project and shall be taken into account in the preparation of all proposals and the execution of all work. The changes, clarifications, and/or additions to the RFP are as follows: ========================================================================= 1. Replace Section III.J (Required Forms) and first paragraph of Section IV. (Proposal Evaluation and Selection) of the RFP (page 11) with attached “Revised III.J. “Required Forms” & first paragraph of Section IV. “Proposal Evaluation and Selection”. 2. Add Section V.J (Federal Funding) and replace Section VI (Proposal Checklist) (page 14) Exhibits (page 15) and Exhibit A (Proposal Checklist), (page 16), with attached “Added V.J. “Federal Funding” & Replace VI. “Proposal Checklist”; “Exhibits” and “Exhibit A – Proposal Checklist”. 3. Replace page 27 (Sections 18.6 – 19.3) with the attached page 27. Note specific change is Section 19.1 “Licenses”. 4. Replace Exhibit C, (Proposal Cost Form), with revised Exhibit C (Proposal Cost Form). 5. Replace Exhibit H (Agreement), Section 10 (Liquidated Damages), (page 43) with attached “Contract Disincentives”. 6. Add Exhibits J through Q, attached to this Addendum No. 2. 7. Response to formal inquiries: Question 1: Please provide ridership, on-time performance, annual revenue hours, annual platform hours and miles, productivity and other relevant data for routes that are being replaced or currently operate within the On Demand Rideshare service zone(s). Response 1: Refer to Moorpark City Council Agenda Report for February 5, 2020, Item 9.B. (Unmet Transit Needs) for various ridership information. https://moorpark.granicus.com/MetaViewer.php?view_id=118&clip_id=219 8&meta_id=183103 176 222 Addendum No. 2 Pilot Mobility On Demand Rideshare Program Page 2 Question 2: Does the City have proximity requirements for the bidders’ proposed facilities; i.e. must the facility be within City limits? Response 2: No. Question 3: Would the City consider extending the proposal due date to allow bidders to prepare a thorough and responsive proposal? Response 3: See Addendum No. 1. Question 4: In light of the extraordinary circumstances due to the Coronavirus (COVID-19) pandemic, we understand the importance of safety in mitigating potential employee exposure during this pandemic while also fully complying with government stay-at-home mandates across the U.S, which limits our ability to print, bind, and ship proposals. Would the City allow for proposal submission via fully electronic means only (email, Dropbox, etc.) in lieu of hard copies? If so, would electronic copies of signatures/seals/notaries be acceptable? Response 4: Yes. Proposals may be submitted electronically to skroes@moorparkca.gov; however, it is the responsibility of the Proposer to ensure that the information is submitted on time and in a format that can be opened by the City (PDF is recommended). City staff is not responsible if Proposer’s submitted information is blocked via spam filters or rejected due to file size restrictions. City will not be providing a Dropbox account or other digital location for files to be uploaded. Question 5: Is there an existing scheduling software that the operator will need to integrate with? Response 5: No. Question 6: Is there a local smartcard, ticket book or transit pass that needs to be accepted as a form of payment? Response 6: All fare media acceptance will be discussed/determined as part of the program development with selected proposer. Potential fare media that could be accepted include existing 31-day pass from VCTC, College ID, and Moorpark City Transit pass. Question 7: How many ADA trips were taken in each quarter of the last three years? What was the average trip length of those trips within the defined service area? Response 7: We do not have that level of detail available. Question 8: What is the required schedule for exterior cleaning? Response 8: Refer to Section 18.3 of Exhibit B “Scope of Services” Question 9: What is the required schedule for interior cleaning? Response 9: Refer to Section 18.3 of Exhibit B “Scope of Services” Question 10: Is a bid bond required? If yes, amount? Response 10: No Type text here 177 223 Addendum No. 2 Pilot Mobility On Demand Rideshare Program Page 3 Question 11: Is a performance bond required? If yes, amount? Response 11: No Question 12: What KPIs need to be met to determine whether the pilot is a success? Response 12: City will be looking at how the program is received by the public. For example, are passengers generally satisfied with the service? Will the City be able to transition from fixed route service to the on demand service without increasing costs? Question 13: Is it anticipated that any of these trips will be walk ups? Response 13: No Question 14: Please clarify how the cost will be evaluated; will the full contract term be considered or only the Year 1 price? Response 14: All three years will be considered; however, more weight may be given to the first year. Question 15: Who handles ADA passenger certifications? Please describe any responsibilities the contractor has for this process. Response 15: ADA certifications are processed through the Ventura County Transportation Commission (VCTC). VCTC informs the City and City’s contractor of Moorpark residents who have qualified for an ADA card. Question 16: What is the anticipated call volume for trip requests? Response 16: We do not know. Question 17: Who is responsible for providing fuel, the client or contractor? Response 17: Contractor. Question 18: Has a preliminary service model or simulation been conducted for the client? If so, will the City please share results with bidders? Response 18: City has had past conversations with transit operators that has helped City staff develop a concept of service. Staff does not have specific results to provide. Question 19: Does the City require onboard cameras for each vehicle? Response 19: No Question 20: Please clarify if the vehicle operators must hold a CDL? Response 20: Yes. See revised Section 19.1 of Exhibit B “Scope of Services”, page 27. Question 21: How does the City anticipate handling fares if smaller vehicles are used that are not equipped with fare boxes? Response 21: Handling fares are the responsibility of the selected contractor. Please refer to RFP. 178 224 Addendum No. 2 Pilot Mobility On Demand Rideshare Program Page 4 Question 22: What are, if any, the forecasted trip volumes for this pilot service, with the understanding that current MCT fixed route service will run simultaneously? Response 22: Unknown at this time. The goal of the pilot project is to transition non- peak passengers from the fixed route service to new On Demand service. Question 23: Will the service boundaries for the pilot match the fixed route service? Response 23: Service area will encompass entire City limits, not just the areas covered by fixed route service. City and selected contractor will work together to identify specific virtual stops for certain neighborhoods. For example, it may be determined that stops will be established at various HOA/Apartment Complex club-houses instead of individual household addresses. Question 24: Is the use of transit network companies (TNCs) a feasible option for all non-WAV trips? Response 24: Please refer to Section III.D. “Project Approach”. Question 25: Please define the focus of the program; providing coverage in areas with less fixed route service, or growing ridership in areas with current fixed route coverage? Response 25: Focus of the program is to replace fixed route transit during non-peak hour service times. Question 26: Does the City expect to increase the fleet if ridership surpasses initial expectations? Response 26: Unknown at this time. Question 27: If ridership demand exceeds capacity, will there be a penalty for trip denial? Will any ADA rules apply? Response 27: This is a “first-come; first-served” service; however, passengers with mobility devices are expected to receive the same level of service as ambulatory passengers (ie, vehicle wait times should not be higher for passengers with mobility devices than passengers without mobility devices. Question 28: Will the on demand trips require the use of day-passes or tickets for riders who transfer onto a bus or train of a neighboring system? If so, how does the City envision for this transfer process to work? Response 28: To be determined between City & contractor as part of program development. Question 29: Will contractors be permitted to subcontract maintenance to a qualified vendor? Response 29: Yes. Question 30: Will dispatching of service be ran out of the existing dispatch center or will a separate one need to be established? Response 30: Separate; City does not have a current dispatch center. 179 225 Addendum No. 2 Pilot Mobility On Demand Rideshare Program Page 5 Question 31: Does the City expect to have access to the proposed pilot software or just reporting data? Response 31: Question is ambiguous. Access to reporting data – yes; Preference is for pilot software to also provide location of each vehicle in live time. Question 32: There is no mention of liquidated damages. Are there any that the vendor should be aware of? Response 32: Refer to page 43 of RFP and Addendum No. 2, “Contract Disincentives”. Question 33: Is it expected that the first passenger pickup occurs at 6 am? Response 33: Yes. Question 34: Is it expected that the last pickup would occur at 5:59 pm? If so, will the City pay for additional revenue hours accumulated to complete that last trip? Response 34: All trips should be completed prior to 6:00 pm. For example, last pickup for the City’s DAR program is 5:30 pm, to ensure passengers arrive at their destination by 6:00 pm. Question 35: What time does the City envision a reservationist should be available to allow passengers to book trips in real-time via phone? Response 35: Reservationist should be available beginning at 5:30 am Monday through Friday. Weekend hours are not required. Question 36: Is there an SBE or DBE participation level that the contractor should be aware of? Response 36: Refer to Addendum No. 2 Question 37: What is the anticipated start date for this service? Although this date may change, having an actual date allows for the contractor to negotiate real vehicle, facility rental, and other needed capital costs. Response 37: Refer to Section III.F. “Project Timeline”, page 9. Question 38: Are the transaction fees associated with the use of a credit card for trip payment a separate variable cost that the contractor can pass through to the City or should an estimated annual cost be included in the contractor’s revenue hour rate? Response 38: Pass-thru; see Addendum No. 2; “Exhibit C – Proposal Cost Form” Question 39: Section 1 of contract gives the City the exclusive right to extend the option upon 90 days’ notice. Will the City consider changing the extension to be by mutual written agreement? Response 39: Yes Question 40: Section 7(3) of the contract allows City to terminate the contract after 72 hours’ notice if Contractor fails to perform or fails to comply with the requirements of the contract. This appears to conflict with the language in 180 226 Addendum No. 2 Pilot Mobility On Demand Rideshare Program Page 6 Section 9 of the contract. We recommend deleting Section 7(3) of the contract or making it consistent with Section 9. Response 40: No. Section 7.3 is intended to cover actions by the Contractor that necessitates termination without the option for Contractor to attempt to correct within 14 days as provided in Section 9. Question 41: Will the City consider revising section 12 of the contract as follows: “Contractor shall indemnify…arising out of the Contractor’s grossly negligent performance of its obligations under this Agreement or out of the operations conducted by Contactor, including City’s active or passive negligence, except for such loss or damage arising from the sole gross negligence or willful misconduct of the City, passenger-upon passenger conflict, routing; or Contractor’s good faith adherence to City’s policies, procedures or directives. In the event the City…Contractor shall provide a defense to the City Indemnitees or at the City’s option reimburse the City Indemnitees their costs of defense, including reasonable legal counsels’ fees incurred in defense of such claims. City agrees to indemnify, hold harmless and defend Contractor, its governing board, officers, employees and agents from and against every claim or demand which may be made by any person, firm, or corporation, or any other entity arising from or caused by City’s gross negligence in the performance of this Agreement, except to the extent that such claim or demand arises from or is caused by the negligence or willful misconduct of Contractor, its agents or employees.” Response 41: No Question 42: Questions related to Section 10: A. Contractor is excused from performance during a force majeure event which includes epidemic and quarantine, strikes and labor disputes. Would the City consider adding “pandemic and labor shortages”? Also, the following language seeks compensation if the force majeure event causes City to cancel service for more than 3 days. “In the event Contractor is unable to provide the transportation services as specified in this Agreement because of any act of God, civil disturbance, fire, riot, war, terrorism, picketing, strike, labor dispute, labor shortages, governmental action or any other condition or cause beyond Contractor's control including but not limited to pandemics and epidemics, City shall excuse Contractor from performance under this Agreement. If said force majeure act causes the City to suspend or cancel transportation services in whole or part for a period of longer than three business days, the City shall continue to pay the Contractor at its normal rate of compensation. B. Would the City consider including the following language of the contract: “City must notify Contractor in writing within forty-eight (48) hours of an incident its intent to assess liquidated damages. Contractor shall have thirty (30) days following such notice to cure the incident prior to the assessment of liquidated damages. City must bill Contractor for such liquidated damage within sixty (60) days of the incident if the violation has not been remedied. Failure to either timely notify or bill Contractor shall 181 227 Addendum No. 2 Pilot Mobility On Demand Rideshare Program Page 7 relieve Contractor of its obligation to pay liquidated damages for the particular incident.” C. Because this is a new service model for the City of Moorpark, would the City consider adding the following language to the contract: “In the event Contractor agrees to any Schedule Readjustments, Contractor shall be afforded a period of thirty (30) days following implementation of such changes during which time no liquidated damages may be assessed with respect to scheduled drop-off times or availability of buses on routes, while Contractor makes operational adjustments to meet City requirements.” Response 42: (For A-C) No; however, with regard it question 42.C; while the language remains the same, these factors would be taken into consideration; it is not the intention of the City to assess liquidated damages for instances that are related to changes that City has requested be implemented. Also, please see Addendum No. 2 concerning changes to Section 10 (Liquidated Damages) of Exhibit H (Agreement). Question 43: Service level adjustments, page 30: The first paragraph of Ex. C states that the City, at its sole option, may contract with one or more operators for the services and may expand or reduce services during the term of the contract. The last paragraph on the same page (30) states that Contractor shall have the option of renegotiating the revenue hour rate if the number of revenue hours increase or decrease by 25%. Will the City consider using the service adjustment language below? “City and Contractor will consult on a regular basis concerning the Transportation requirements of City. In the event of increases or decreases in the number of passengers requiring Transportation, or in routes or schedules, the number of buses and the number of spare buses will be adjusted accordingly. City may increase or decrease services to be provided by Contractor under this RFP (“Schedule Readjustments”). However, where Schedule Readjustments impact by 5% or more the service levels or equipment levels required of Contractor under the assumed routes, schedules, days of service, hours or miles, or vehicle requirements contained in this RFP, Contractor shall be permitted to adjust rates commensurately to cover increases or decreases in cost structure associated with such changes by City.” Response 43: Yes. See Addendum No. 2; “Exhibit C – Proposal Cost Form” Question 44: The first paragraph on p. 51 states that the City has right to any insurance proceeds in excess of the limit required. We request that this requirement be deleted because most contracting firms carry more insurance than should be available to the City for this specific service. Response 44: Yes. This sentence will be deleted from the executed Agreement. Question 45: Section 6.2, page 20 requires the Contractor to create custom reports as requested by City. Please clarify what these custom reports will be to ensure proper pricing. Response 45: Refer to other reporting discussions within the RFP; also, please note that City may be required to provide new data to VCTC or NTD which would 182 228 Addendum No. 2 Pilot Mobility On Demand Rideshare Program Page 8 necessitate the development of new report generation not yet anticipated in this RFP. Question 46: Will a contractor be able to submit multiple bids? Response 46: Yes. Question 47: Will the contractor be required to follow FTA guidelines regarding drug and alcohol testing of drivers? Response 47: Yes, refer to Addendum No. 2, Exhibit J “FTA Requirements”. Question 48: What is the projected budget for this 1-year pilot? Response 48: $350,000 to $400,000; however, City anticipates a variety of pricing as this is a new program that does not have many comparisons within Ventura County. Question 49: Will the next service model operate concurrently with the current fixed route service? If so, what is the estimated trip volume of the on-demand service? Response 49: Yes. Unknown at this time. The goal of the pilot project is to transition non-peak passengers from the fixed route service to new On Demand service. Question 50: With regards to marketing, what was the marketing budget for the existing fixed route service for the last 2 years? Response 50: Only a few thousand dollars a year for bus ride guides. Question 51: Does the City do any digital marketing for the current fixed route service? Is so, what has been the success of the campaign? Response 51: No Question 52: Fareboxes are typically not used on small to medium size passenger vans. Would the City consider removing the use of a farebox if more efficient measures are used to collect cash while in service? Response 52: Contractor is responsible for collecting and tracking fares. Cash must be an accepted form of fare collected in the vehicles. Question 53: For the wheelchair accessible vans, will the City allow the use of a Chrysler Pacifica or similar because of its proven wheelchair uplift package? Response 53: No. Question 54: Will the City consider allowing the use of magnetic signs for the vehicles, instead of a full vehicle wrap? This change will be a cost savings to the City if the pilot program only lasts for two years. Response 54: No. Question 55: Please confirm the City does not require bidders’ insurance certificates to include the City as an additional insured. Response 55: Correct 183 229 Addendum No. 2 Pilot Mobility On Demand Rideshare Program Page 9 Question 56: Due to the current COVID pandemic, and with no project start date given, does the City require for the contractor to name a project manager in the proposal or will a thorough explanation of all key personnel duties suffice? With no projected start date, identifying and obtaining the commitment of a candidate would be extremely difficult. Response 56: Thorough explanation of key personnel will be sufficient. Question 57: Please provide an updated rider trip profile that shows the most used origin and destinations for the last 24 months. Response 57: Unavailable Question 58: What percentage of the City’s trips over the last 24 months began or ended at Moorpark High School? Moorpark College? Response 58: Unavailable; however, in general, approximately 16% of ridership are passengers with a College ID and high school ridership is estimated at approximately 50% – 60%. Question 59: What has been the average peak load, at Moorpark High school over the last 24 months? Response 59: Unavailable. Question 60: What percentage of trip fares have been paid for in cash over the last 24 months? Response 60: Roughly 80-85%. Question 61: Is there a limit to how long the City wants proposal to be (page length)? Response 61: Refer to RFP, which has a few specific page limitations for certain sections; otherwise, no page restrictions. City staff would request that Proposers attempt to be both thorough and concise in their Proposal. Question 62: Is this implementation occurring while bus service is in place? Response 62: Yes Question 63: Will there be fares or is it a free service? Response 63: There will be fares. Question 64: Should COVID-19 contingencies be submitted? Response 64: COVID-19 will be discussed during Proposer interviews. Question 65: Do we have any detailed transit statistics re; costs/rideship etc.? Response 65: See Response 1. Question 66: How many passengers/trip/vehicles are we expecting? Response 66: See Response 22. Question 67: Program overview – software; can we elaborate? (are we providing the software) Response 67: Contractor to provide software. 184 230 Addendum No. 2 Pilot Mobility On Demand Rideshare Program Page 10 Question 68: Is there a dedicated funding source for the service? Response 68: Service will be paid for with a combination of Transportation Development Act funds, Federal Transit Administration and local developer fees. Question 69: How are we evaluating the proposals? Response 69: See Section IV, Pages 11-12 of RFP. Question 70: Will Moorpark accept pricing that is in the vendor’s custom format, along with pricing in the City’s format? Response 70: Yes; however, pricing must be presented in such a fashion that City staff can properly and clearly compare the pricing to other Proposers so a fair “apples-to-apples” is possible. Question 71: Is Moorpark interested in a mobile ticketing solution for the program? Response 71: Proposer may include as part of their Proposal. Question 72: Is Moorpark interested in a simulation platform for program planning purposes? Response 72: Yes. Question 73: Is Moorpark interested in ability to display fixed-route real-time information in on-demand app? Response 73: No; however, if Proposer’s technology allows for that option it can make note of it in its Proposal. Question 74: Will rides be only prescheduled or a mix of prescheduled on on-demand? Response 74: To be determined as part of project development with selected Proposer. Question 75: Is a provider allowed to submit 2 proposals with different subcontractors on each proposal? Response 75: Yes. Question 76: Will bidders be allowed to submit bids electronically due to potential delivery delays and other risks associated with the ongoing pandemic? Response 76: See Response 4: Question 77: Is there a set budget for Marketing that the City has in mind? Response 77: No. Question 78: In Exhibit C: Proposal Cost Form, the RFP asks for revenue hour rates for 9,216 hours over the contract term, assuming all vehicles are in operation during all service hours. In each of our services, we work with partners to save costs by only operating vehicles to meet demand at certain times of day (i.e. shifting supply up and down for peak and off-peak periods.) In order to demonstrate these savings, would the City accept alternative pricing proposals based on the total number of revenue hours that we would estimate for this service? 185 231 Addendum No. 2 Pilot Mobility On Demand Rideshare Program Page 11 Response 78: Proposer may provide an alternative pricing proposal along with a pricing proposal based on the City’s Proposal Cost Form. Question 79: The marketing program cost proposal on Page 31 of the RFP states that "a maximum of 10% is allowed for purchased materials." Is this markup related solely to marketing, or will it apply to all components of our pricing proposal? Further, would the City clarify if marketing cost should be included in our revenue hour calculation as requested in Section 2 of Exhibit C? Response 79: Marketing; the revenue hour rates/vehicle lease rate of Section 2 should cover all costs and not include other purchased materials that would be passed on to the City. All marketing costs are to be covered in Section 3. Question 80: Would the City accept proposals that rely on 1099 independent contractor drivers? Response 80: No. Question 81: In an effort to adhere to CDC guidelines in response to COVID-19, our company has transitioned to a work from home model. Accordingly, will the City accept digital signatures (verified through Docusign)? Further, considering business closures in response to the COVID-19 epidemic, will the City accept digitally submitted proposals in lieu of hard copies? Though we recognize hard copies are typically required by law, we respectfully request that the City consider an exception in this instance. Response 81: See Response 4 for RFP submittals. At time of contract award, original signatures for the Agreement will be required. Question 82: Could the City clarify if any FTA funding will be dedicated to this project? Response 82: Yes. See Addendum #2. Question 83: Could the City clarify whether they will require a medical examination certificate for drivers who are not required to hold a CDL? If so, can the City clarify whether a non-Department of Motor Vehicles Medical Examiner's Certificate would be sufficient for those drivers? Response 83: CDL is required. See revised Section 19.1 of Exhibit B “Scope of Services”, page 27. Question 84: In order to meet the insurance requirements in the RFP, will the City accept per occurrence general liability and automobile liability limits met by an umbrella policy? Response 84: Insurance language in the RFP allows for umbrella policy coverage, see Page 52 of RFP. Question 85: The RFP requires companies to maintain cyber insurance coverage for infringement of intellectual property rights. While this coverage is available, it may be expensive to procure. Would the City consider removing this requirement if the coverage is not commercially available at a reasonable cost? Response 85: No. 186 232 Addendum No. 2 Pilot Mobility On Demand Rideshare Program Page 12 Question 86: The RFP requires companies to maintain Sexual Abuse/Molestation Liability coverage with limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate. Would the City consider discussing a certain reduction in limits if the coverage is not commercially available at a reasonable cost? Response 86: No Question 87: The RFP states that "Contractor shall be responsible for coordinating payment and fare integration within the technology platform and/or across other agency applications, as necessary." Can the City clarify the type of integration it envisions as part of this deployment? Response 87: See Response 6. Question 88: Would the City clarify if it plans to provide a parking location for the vehicle fleet? Response 88: Contractor to identify parking location. Question 89: Page 26 of the RFP states that "the Contractor shall develop, implement, and maintain a checklist of items included in the daily servicing of vehicles." Would the City clarify if we should provide a hard copy of the checklist, whether it should be completed before each driver shift, and who it should be submitted to? Response 89: Refer to the remainder of Section 18.2. Question 90: Will the City accept proposals for vehicles with a passenger capacity of under 8? A slightly smaller fleet will allow us to reduce costs while continuing to provide service in vehicles that are designed for comfortable, shared rides. Response 90: No. Question 91: Can the City clarify any ridership goals for the service? Response 91: Refer to Responses 12, 22, and 49. Question 92: Can the City provide any data that would assist respondents in making ridership projections? For example, can the City provide entry and exit data for stops on Route 1 and Route 2? Response 92: Refer to Response 1. Entry and exit data unavailable at this time. Question 93: Can the City share the anticipated date of contract award? Response 93: September 2, 2020. Question 94: Could the City clarify the circumstances or use cases for which the Contractor would be expected to provide Special Services, per the requirement on page 29 of the RFP? Response 94: No. This language is included should the need arise. There has not been much demand for Special Services in the past. June 16, 20 187 233 Addendum No. 2 Pilot Mobility On Demand Rideshare Program Page 13 Question 95: Page 25 of the RFP states, "The Contractor shall provide to the vehicles the necessary communication equipment to allow for communication between the driver and the Contractor's maintenance facility." Would the City accept proposals that rely on drivers using their own mobile devices for this communication? Response 95: Contractor is responsible for providing communication equipment; not the drivers. Question 96: What are the current marketing efforts of the program? Response 96: See Response 50 and Response 51. Question 97: What is the current rate structure for customers – age breakpoints, low- income benefits, etc.? Response 97: Standard fare is $1.00 per trip for passengers 6-64. Children 5 and under ride for free with a fare-paying passenger (16 or older). Passengers 65 and older and passengers with a disability ride for free. Passengers with a valid college ID ride for free (VCTC reimburses college rides). Question 98: In reference to page 5, does the MCT already have a list of locations for “virtual stops?” If so, are some of these existing bus stops? Response 98: No. Question 99: Is the expectation that wheelchair-accessible vehicles be dedicated for wheelchair-bound riders only? Response 99: No; however, passengers with mobility devices should not be required to dwell longer than ambulatory passengers when waiting for the ADA- accessible vehicle. Question 100: In reference to page 8, Section D, 3. (c), what is the current fare collection system deployed by MCT? Response 100: See Response 97. Also, fare media includes cash, 31-day VCTC passes, and City bus tickets. Question 101: In reference to page 5, of the 49,608 trips in FY18/19, how many required wheelchair-accessible vehicles? Response 101: Exact number is unknown. In general, very few. Question 102: In reference to page 29, Section 21: Does MCT need any other data to be collected beyond what NTD requires? If so, please specify. Does MCT need any other reports to be generated beyond what NTD requires? If so, please specify. Response 102: Refer to other report sections/performance evaluation sections mentioned in Scope of Services (for instance, Section 6 “Performance Monitoring and Reporting.” Question 103: In order to provide a local and familiar service, we are considering a partnership with a local operator for vehicles and drivers. Does Moorpark have a preferred local operator they have worked with in the past? 188 234 Addendum No. 2 Pilot Mobility On Demand Rideshare Program Page 14 Response 103: City does not provide this information. Question 104: Please describe Moorpark City Transit’s current marketing efforts Response 104: Other than a few advertisements a year and distribution of the City’s Ride Guide marketing efforts have not been employed. [End of Changes] ========================================================================= This addendum shall be made part of the above referenced project. Full compensation for all work and requirements of this addendum shall be considered as included in the appropriate technical and cost proposals and no additional compensation will be allowed therefore. Questions regarding this addendum may be directed to Shaun Kroes at (805) 517-6257 or skroes@moorparkca.gov. ACKNOWLEDGE RECEIPT OF THIS ADDENDUM BY ATTACHING A SIGNED COPY OF THIS ADDENDUM WITH YOUR PROPOSAL. FAILURE TO DO SO MAY RESULT IN DISQUALIFICATION OF YOUR PROPOSAL. Company Name: Authorized Representative: Signature of Authorized Representative: ___________________________________________ RideCo Inc. Matthew Monteyne 189 235 CITY OF MOORPARK JANICE S. PARVIN Mayor CHRIS ENEGREN Councilmember ROSEANN MIKOS, Ph.D. Councilmember DAVID POLLOCK Councilmember KEN SIMONS Councilmember PUBLIC WORKS DEPARTMENT | 799 Moorpark Avenue, Moorpark, California 93021 Main City Phone Number (805) 517-6200 | Fax (805) 532-2555 | moorpark@moorparkca.gov July 8, 2020 ADDENDUM NO. 3 Pilot Mobility On Demand Rideshare Program NOTICE IS HEREBY GIVEN to all prospective proposers that the following changes, clarifications, and additions are made part of the RFP for the above referenced project and shall be taken into account in the preparation of all proposals and the execution of all work. The changes, clarifications, and/or additions to the RFP are as follows: ========================================================================= 1. Replace Section III.J. (Required Forms) of the RFP (page 11) with attached “Revised III.J. “Required Forms”. – Note: Change between Addendum No. 2 and Addendum No. 3 is prior Exhibit O “Certificate of Buy America Compliance” has been removed and remaining Exhibits relabeled. 2. Replace Section VI. (Proposal Checklist) of the RFP (page 14); Exhibits (page 15) and Exhibit A (Proposal Checklist), (page 16), with attached “Revised VI. “Proposal Checklist”; “Exhibits” and “Exhibit A – Proposal Checklist””. – Note: Change between Addendum No. 2 and Addendum No. 3 is prior Exhibit O “Certificate of Buy America Compliance” has been removed and remaining Exhibits relabeled. 3. Replace Exhibit H, Section 10 (Sample Agreement - Liquidated Damages) of the RFP (Page 43) with attached “Revised H, Agreement “Liquidated Damages” (page 43 of RFP)/Addendum No. 2 “Contract Disincentives” page 1 of 1””. Note: Update is to reflect that liquidated damages will not be assessed as this is a Pilot Program. 4. Replace Addendum No. 2, Exhibit J (FTA Requirements) pages 7 through 11 with attached Exhibit J “FTA Requirements” pages 7 through 11. – Note: changes made to Section 13.e; Sections 13.f through 13.i added; Section 18 “Buy America” struck and remaining sections renumbered. 5. Replace Addendum No. 2, Exhibit O (Certificate of Buy America Compliance), Exhibit P (Federal Motor Vehicle Safety Standards), and Exhibit Q (Workers’ Compensation Insurance Certificate) with attached Exhibit O “Federal Motor Vehicle Safety Standards” and Exhibit P “Workers’ Compensation Insurance Certificate” – Note: Change between Addendum No. 2 and Addendum No. 3 is prior Exhibit O “Certificate of Buy America Compliance” has been removed and remaining Exhibits relabeled. 190 236 Addendum No. 3 Pilot Mobility On Demand Rideshare Program Page 2 [End of Changes] ========================================================================= This addendum shall be made part of the above referenced project. Full compensation for all work and requirements of this addendum shall be considered as included in the appropriate technical and cost proposals and no additional compensation will be allowed therefore. Questions regarding this addendum may be directed to Shaun Kroes at (805) 517-6257 or skroes@moorparkca.gov. ACKNOWLEDGE RECEIPT OF THIS ADDENDUM BY ATTACHING A SIGNED COPY OF THIS ADDENDUM WITH YOUR PROPOSAL. FAILURE TO DO SO MAY RESULT IN DISQUALIFICATION OF YOUR PROPOSAL. Company Name: Authorized Representative: Signature of Authorized Representative: ___________________________________________ RideCo Inc. Matthew Monteyne 191 237 CITY OF MOORPARK JANICE S. PARVIN Mayor CHRIS ENEGREN Councilmember ROSEANN MIKOS, Ph.D. Councilmember DAVID POLLOCK Councilmember KEN SIMONS Councilmember PUBLIC WORKS DEPARTMENT | 799 Moorpark Avenue, Moorpark, California 93021 Main City Phone Number (805) 517-6200 | Fax (805) 532-2555 | moorpark@moorparkca.gov July 21, 2020 ADDENDUM NO. 4 Pilot Mobility On Demand Rideshare Program NOTICE IS HEREBY GIVEN to all prospective proposers that the following changes, clarifications, and additions are made part of the RFP for the above referenced project and shall be taken into account in the preparation of all proposals and the execution of all work. The changes, clarifications, and/or additions to the RFP are as follows: ========================================================================= Clarifications: Exhibit M (Disadvantaged Business Enterprise). As indicated in Addendum No. 2, VCTC has a race-neutral DBE program and there is no DBE goal, though DBE participation is encouraged. All Proposers should submit Exhibit M with their proposal. If there is no DBE participation in Proposer’s proposal, indicate as such on Exhibit M. [End of Changes] ========================================================================= This addendum shall be made part of the above referenced project. Full compensation for all work and requirements of this addendum shall be considered as included in the appropriate technical and cost proposals and no additional compensation will be allowed therefore. Questions regarding this addendum may be directed to Shaun Kroes at (805) 517-6257 or skroes@moorparkca.gov. ACKNOWLEDGE RECEIPT OF THIS ADDENDUM BY ATTACHING A SIGNED COPY OF THIS ADDENDUM WITH YOUR PROPOSAL. FAILURE TO DO SO MAY RESULT IN DISQUALIFICATION OF YOUR PROPOSAL. Company Name: Authorized Representative: Signature of Authorized Representative: ___________________________________________ RideCo Inc. Matthew Monteyne 192 238 193 EXHIBIT Q STORAGE OF VEHICLES AT CITY FACILITY I. STORAGE OF TRANSIT VEHICLES: a. Parking Spot. Contractor shall be permitted to store up to three (3) transit vehicles in parking spots at the City’s Moorpark Public Services Facility located at 627 Fitch Avenue, Moorpark, California 93021 (“Premises”). The parking spot shall be approved by the City Manager or his designee. b. Access to Premises. Contractor or Contractor’s subcontractors shall be permitted to access the Premises during hours agreed upon by the City Manager or his designee. Contractor shall access the Premises for purposes solely related to providing transit services for the City. Contractor shall ensure the Premises are secure upon leaving. c. Damages. The City shall not be obligated to insure Contractor for any personal injury or property damage. Contractor hereby and forever waives all rights to claim or recover damages from the City in any amount as a result of any damage to the Premises or any injury to any person upon the Premises . d. Repairs. Contractor shall not perform any repairs, maintenance, cleaning, or modification to the transit vehicles on the Premises. e. Gate Locks. Contractor shall provide a keyed lock to be installed on the Premises’ front gate located at Fitch Avenue. Contractor shall provide a keyed lock to be installed on the Premises’ back gate located at the east end of the Premises where the transit vehicles shall be parked. The keyed locks shall be attached to other City locks so as not to hinder the City’s abilit y to access any portion of the Premises. One (1) key shall open both keyed locks. Contractor shall provide the City with three (3) duplicate keys for the keyed lock. Contractor shall not provide keys to any employee not directly related to operation of the bucket truck vehicle. f. Violations. If the City determines that Contractor has violated any portion of Parts A through E, without prior written authorization from the City Manager, the City may immediately, without prior notification, and without prejudice to any other remedies the City may have, suspend Contractor’s ability to store Contractor’s transit vehicles on the City’s premises. The City may also terminate its Agreement with Contractor pursuant to Section 7 of the Agreement. II. COMPENSATION: Contractor agrees to pay the City a monthly fee of One Dollar ($1.00) for each month that Contractor stores the transit vehicles on the City’s Premises. The 239 194 Contractor shall make payments by deducting $1.00 from the City’s monthly invoice for transit services. III. INDEMNIFICATION AND HOLD HARMLESS FOR VEHICLE STORAGE: To the fullest extent permitted by law, Contractor shall, at Contractor’s sole expense and with counsel reasonably acceptable to the City, defend, indemnify, and hold harmless the City and the City’s officers, employees, and agents from and against all claims (including demands, losses, actions, causes of action, damages, liabilities, expenses, charges, assessments, fines or penalties of any kind, and costs including consultant and expert fees, court costs, and attorneys’ fees) from any cause, arising out of or relation (directly or indirectly) to this Agreement, or the Premises, including without limitation: 1) The use of occupancy, or manner of use or occupancy, of the Premises by the Contractor; 2) Any act, error, omission, or negligence of Contractor or of any subcontractor, invitee, guest, contractor or licensee of Contractor or any subcontractor in, on, or about the Premises; 3) Contractor’s conduction of its business; 4) Any alterations, activities, work, or things done, omitted, permitted, allowed, or suffered by Contractor in, at, or about the Premises, including the violation of or failure to comply with any applicable laws, statutes, ordinances, standards, rules, regulations, orders, decrees, or judgments in existence on the Agreement Commencement Date or enacted, promulgated, or issued after the date of this Agreement; 5) Any breach or default in performance of any obligation on Contractor’s part to be performed under this Agreement, whether before or during the Agreement Term or after its expiration or earlier termination; and 6) This indemnification extends to and includes, without limitation, claims for: a) Injury to any persons (including death at any time resulting from that injury); b) Loss of, injury or damage to, or destruction of property (including loss of use at any time resulting from that loss, injury, damage, or destruction); and c) All Economic losses and consequential or resulting damage of any kind. Contractor’s indemnification obligation hereunder shall survive the expiration or earlier termination of this Agreement until all claims against the City involving any of the indemnified matters are fully, finally, and absolutely barred by the 240 195 applicable statues or limitations. The City does not and shall not waive any rights that it may have against Contractor by this Section, because of the acceptance by the City, or deposit with the City, of any insurance policy or certificate required pursuant to this Agreement. IV. HAZARDOUS MATERIALS INDEMNITY. Contractor shall indemnify, defend with legal counsel selected by the City and hold harmless the City and its officers, employees, servants and agents from and against any and all claims, actions, liabilities, losses, damages, costs, att orneys’ fees and other expenses of any nature (a) including, without limitation, all foreseeable and all unforeseeable consequential damages, directly or indirectly arising out of the presence, use, generation, storage, release or disposal of Hazardous Materials on the Premises by Contractor and its officers, employees, servants and agents, and customers of the Contractor, or arising out of the presence or use of any underground tanks presently or hereafter located on the Premises, and (b) including, without limitation, the costs of any required or necessary repair, cleanup, or detoxification, and the preparation of any response, remedial, closure, or other required plans, to the full extent that such action is attributable, directly or indirectly, to the presence, use, generation, storage, release, or disposal of Hazardous Material on the Premises during the term of this Agreement. As used in this section, Hazardous Materials means any substance, product, waste or other material that is or becomes listed, regulated or addressed pursuant to: (1) the Comprehensive Environmental Response, Compensation and Liability Act of 1980, 42 U.S.C. Section 9601, et seq. (“CERCLA”); the Hazardous Materials Transportation Act, 49 U.S.C., Section 1801, et seq.; the Resource Conservation and Recovery Act, 42 U.S.C., Section 6901 et seq.; the Substances Control Act, 15 U.S.C., Section 2601, et seq.; the Clean Water Act, 33 U.S.C. Section 1251, et sea.; the California Hazardous Waste Control Act, Health and Safety Code Section 25100, et seq.; the California Hazardous Substance Account Act, Health and Safety Code Section 25330, et seq.; the California Safe Drinking Water and Toxic Enforcement Act, Health and Safety Code Section 25249.5, et seq. (Underground Storage of Hazardous Substances); the California Hazardous Waste Management Act, Health and Safety Code Section 25170.1, et seq.; California Health and Safety Code Section 25501, et seq. (Hazardous Materials Response Plans and Inventory); or the Porter-Cologne Water Quality Control Act, Water Code Section 13000, et seq., all as amended, (2) other federal or state law or local law regulation, relation to, or imposing liability or standards of conduct concerning any hazardous, toxic or dangerous waste, substance or material, and (3) any rule or regulation adopted or promulgated pursuant to any of said laws.” 241