HomeMy WebLinkAboutAGENDA REPORT 2021 1215 CCSA REG ITEM 09FCITY OF MOORPARK,
CALIFORNIA
City Council Meeting
of December 15, 2021
ACTION APPROVED STAFF
RECOMMENDATION. (ROLL
CALL VOTE: UNANIMOUS).
BY K. Spangler.
F.Consider Amendment No. 1 to RideCo Inc. Agreement for Pilot Mobility On Demand
Rideshare Program for a Net Decrease of $352,900; and Consider Waiving the
Formal Request for Approval Process and Award an Agreement to First Transit, Inc.
for Pilot Mobility On Demand Rideshare Program. Staff Recommendation: 1)
Approve Amendment No. 1 to RideCo Inc. Agreement, extending the Agreement
Term to December 31, 2024, and reducing the not-to-exceed amount from $545,500
to $192,600, subject to final language approval of the City Manager and City
Attorney, and authorize the City Manager to sign the Agreement; and 2) Waive the
formal RFP process and approve Agreement with First Transit, Inc. for a Pilot
Mobility On Demand Rideshare Program for a not-to-exceed amount of $1,732,402,
subject to final language approval of the City Manager and City Attorney, and
authorize the City Manager to sign the Agreement. (Staff: Shaun Kroes, Public
Works Manager)
Item: 9.F.
MOORPARK CITY COUNCIL
AGENDA REPORT
TO: Honorable City Council
FROM: Shaun Kroes, Public Works Manager
DATE: 12/15/2021 Regular Meeting
SUBJECT: Consider Amendment No. 1 to RideCo Inc. Agreement for Pilot
Mobility On Demand Rideshare Program for a Net Decrease of
$352,900; and Consider Waiving the Formal Request for Approval
Process and Award an Agreement to First Transit, Inc. for Pilot
Mobility On Demand Rideshare Program
SUMMARY
The City Council Goals and Objectives for Fiscal Year (FY) 2021/22 and FY 2022/23
includes 2.16: “Determine success of Pilot Mobility RideShare Program to provide reliable
equitable transit services throughout the City.” The City Council previously awarded an
Agreement to RideCo Inc. (RideCo) for a Pilot Mobility On Demand Rideshare Program
(Pilot Project) on October 21, 2020. Unfortunately, RideCo is no longer able to fulfil all of
the obligations initially included in the scope of services. Staff has investigated alternative
options for the Pilot Project and is proposing that City Council authorize the City Manager
to approve Amendment No. 1 (Attachment 1) to RideCo’s Agreement; reducing the scope
of services to include software licensing and support services as well as marketing of the
Pilot Project. The Amendment would reduce RideCo’s original not-to-exceed amount
from $545,500 (for one year of service) to $192,600 (for three years of service).
For driver and vehicle services, Staff is requesting that City Council award an Agreement
(Attachment 2) to First Transit, Inc. (First Transit) for a total not-to-exceed amount of
$1,732,402 for three years of service.
BACKGROUND
On October 21, 2020, the City Council approved awarding an Agreement to RideCo for
the Pilot Project. The award came after the City released a Request for Proposal (RFP)
on April 9, 2021. 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.
Item: 9.F.
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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 American’s with Disabilities Act (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
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.
As a reminder, the City received proposals from four vendors (listed alphabetically below)
• CharterUp LLC
• First Transit, Inc.
• RideCo Inc.
• TransLoc Inc.
After RideCo was awarded the Agreement there were delays in executing the contract
due to 1) City-initiated changes to the Agreement after receipt of requested changes by
the City Attorney and 2) delays in getting necessary insurance documentation due to
RideCo being a Canadian-based company and attempting to obtain insurance documents
that would be considered equivalent to the City’s standard forms.
DISCUSSION
The RideCo Agreement was executed June 9 and City and RideCo staff began working
on design of the App, selecting “virtual stops”, establishing fare types, marketing
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strategies, etc. As work on the App was completed towards the end of August, RideCo
staff informed the City that RideCo’s subcontracted vehicle operator would not be able to
provide service for their Moorpark contract. RideCo was in the process of obtaining price
quotes from other potential transit providers. Impacting the selection of a new transit
provider were that 1) many transit service providers were facing a driver shortage, 2)
vehicle acquisition was becoming more difficult, and 3) the City itself had informed RideCo
that due to insurance concerns from the City’s insurance pool, California Joint Powers
Insurance Authority, it would be requiring that the previous $2 million/accident auto
insurance requirement would need to be increased to $10 million/accident (and later
amended to $15 million).
RideCo’s proposed pricing for an alternative transit provider were significantly higher than
their previous vendor. Due to the significant rate increases of a new third-party vendor;
City staff explored the possibility of retaining RideCo for the mobility rideshare app service
and the marketing program that RideCo already had included in its contract while
establishing a separate contract for operation of the transit service (drivers and vehicles).
Staff reached out to First Transit which was the next-highest scored vendor that originally
submitted a proposal to the City during the RFP process. The inquiry was if First Transit
would be open to contracting for operation of the City’s microtransit service while utilizing
the City provided RideCo App and RideCo providing marketing services instead of First
Transit. First Transit expressed interest in providing the service but requested revised
pricing that took into consideration revised factors:
• COVID-19
• Driver shortage (the need to increase driver wages)
• Vehicle procurement difficulties
• City’s increased insurance requirements (now $15 million for auto)
• City’s determination to use 2 vehicles per day instead of 3 vehicles (due to
decreased ridership expectations)
First Transit also proposed a three-year contract term, with two one-year renewals instead
of the City’s original one-year contract term, with two one-year renewals. The justification
is to distribute expenses over a longer period of time, particularly when it came to cost
recovery for the procurement of three new vehicles (two for daily use and one for back-
up). First Transit is proposing to procure three vehicles that each have a carrying capacity
of seven ambulatory passengers and two wheelchairs/mobility devices. First Transit’s
pricing also includes providing tablets, data plans, and securement installation for the
vehicles so passenger pickup information can be relayed to the drivers. Another factor to
consider with First Transit’s proposal is that it includes the caveat that if after the initial
three-year term the City determines not to extend the Agreement, the City would be
required to purchase the vehicles for the remaining book value. The vehicles would then
be available for the City to utilize as it sees fit. Alternatively, the City could approach
neighboring transit services such as Thousand Oaks Transit, Gold Coast Transit, or the
Ventura County Transportation Commission (VCTC) to determine if there is interest in
procuring the vehicles either from the City or directly from First Transit.
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Staff did inquiry about another option of amortizing the vehicles over the three-year term.
Operational costs would have been increased a little under $40,000 per year (or
approximately 7% cost increase). Staff elected to continue with the first option proposed
by First Transit. This keeps costs down during the initial phase of the Pilot Project. If the
Pilot Project is successful staff could explore the costs or benefits associated with
procuring the vehicles and paying for maintenance separate as well as different funding
options such as federal funding for maintenance expenses. As a reminder, the City owns
its fixed route (bus) vehicles but does not own any Dial-A-Ride vehicles at this time.
Table 1 below provides the cost implications of establishing two separate Agreements.
One with RideCo for continued use of the RideCo App and marketing program (through
an Amendment to their existing contract) and one with First Transit for operation and
maintenance of the transit service itself.
Table 1: Revised Pilot Project Costs
Cost Description RideCo First Transit Combined
Project Kickoff $20,000 n/a $20,000
Year 1 Software Licensing $34,200 n/a
Year 1 Operations n/a $552,553
Year 1 Marketing $50,000 n/a
Year 1 Transaction Fee $3,870 n/a
Year 1 subtotal $104,200 $552,553 $656,753
Year 2 Software Licensing $34,200 n/a
Year 2 Operations n/a $578,398
Year 2 Marketing $10,000 n/a
Year 2 Transaction Fee $3,870 n/a
Year 2 subtotal $44,200 $578,398 $622,598
Year 3 Software Licensing $34,200 n/a
Year 3 Operations n/a $601,451
Year 3 Marketing $10,000 n/a
Year 3 Transaction Fee
Year 3 subtotal $44,200 $601,451 $645,651
Grand Total $192,600 $1,732,402 $1,945,002 Note: Transaction Fee Total assumes 10,000 transactions and $30,000 in revenue collected each year.
For comparison, Table 2 on the following page provides the original 2020 pricing
proposals from all four vendors. The prices have been adjusted to reflect two vehicles in
service every day instead of three vehicles, for a more apples-to-apples comparison of
Table 1.
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Table 2: 2020 Proposer Costs Adjusted for Two Vehicles Instead of Three
Cost Description RideCo TransLoc CharterUP First Transit
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 $313,664.47 $417,809.68 $276,491.70 $422,294.99
Year 2 Price $51.29 $72.00 $46.00 $67.52
Year 2 Price Total $315,139.10 $442,386.72 $282,635.96 $414,860.44
Year 3 Price $52.83 $75.00 $47.00 $69.83
Year 3 Price Total $324,601.26 $460,819.50 $288,780.22 $429,053.68
Subtotal (Year 1 - 3)$953,404.82 $1,321,015.90 $847,907.88 $1,266,209.10
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 $150,000
Grand Total 1,047,275$ 1,455,584$ 1,023,210$ 1,447,888$
Of note is that the proposed pricing above is based on negotiating pricing with First Transit
and obtaining revised pricing with RideCo, as opposed to going out to bid again for
services. Staff solicited revenue hour rates for neighboring transit agencies for
comparison to First Transit’s respective Year 1 hourly rate of $89.93. Table 3 below
provides rate information for nearby transit agencies. Although each transit agency has
its own nuances (such as owning vehicles, paying for fuel separate, different size
vehicles, etc.) the intention of Table 3 is to provide cost comparisons of transit services
in nearby areas. In addition to the rates provided below, staff notes that some transit
agencies are anticipating price negotiations with their vendors in the coming months,
particularly when it comes to increase driver wages in order to recruit and retain drivers.
Table 3: Local Revenue Hour Rates
Local Agency Service Hourly Rate
Agoura Hills DAR1 $85.94
Moorpark Bus 2 $105.91
Moorpark DAR3 $68.34
Camarillo DAR4 $70.63 - $131.25
Gold Coast DAR5 $72.82
Kanan Shuttle6 $97.74
Valley Express DAR7 $72.03
First Transit $89.63 1. Based on 7/1/2021 rate. Does not include Thousand Oaks Administration Fees.
2. Hourly rate is based on FY 20/21 operation/maintenance/fueling divided by revenue hours. Agency
owns vehicles.
3. Pre-anticipated hourly rate increase to $83.00 effective January 2022 (does not include Thousand
Oaks Administration Fees).
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4. Hourly rates fluctuate depending on the percentage of revenue hours in service. Agency owns
vehicles and pays for fuel separate.
5. Agency pays for fuel separate.
6. Does not include Thousand Oaks Administration Fees.
7. Agency owns vehicles.
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.
As noted in Table 1, RideCo has submitted revised pricing for the continued use of the
RideCo App. The proposed rate is $950/vehicle/month. The price includes software and
support services. The RideCo App will also collect fares for passengers who wish to pay
via credit/debit card and the fares will be deducted from RideCo’s monthly invoices. The
annual cost of $34,200 assumes the use of 3 tablets (one per vehicle) every month. The
tablets will have the RideCo App installed and are used by the drivers to receive
passenger pickup information; record fares, receive notifications, etc. The Pilot Program
calls for two vehicles to be in revenue hour service. Consequently, the City will not be
invoiced for a third vehicle if the City goes the month with only two revenue vehicles in
service at one time. Staff inquired with other transit agencies about their software costs
for dial-a-ride services; however, staff found a wide variation of pricing. Some agencies
did not pay anything because their contractor absorbed the price into its service model.
Other agencies essentially paid for a software program and have no monthly charges,
and other agencies pay monthly subscription rates however they are at a reduced rate
due to economies of scale (more vehicles in service/costs absorbed by contracted transit
operator). When looking at RideCo’s proposal of $34,200 per year, this equates to about
7.3 percent of their original program cost. RideCo’s current Agreement expires December
31, 2021. The proposed Amendment No. 1 extends the Agreement for three years and
reduces RideCo’s total not-to-exceed amount to reflect the reduction in services to only
Kick-off Costs, rideshare app software and support, and marketing services.
The City’s Purchasing Ordinance and Purchasing Policies normally require service
contracts of this dollar size to be subject to an RFP process before awarding the contract
to a particular firm. The City did undertake that RFP process at the beginning of the
contract process, but the City has not done so again in connection with now selecting and
proposing an award of one component of services to First Transit, the second ranked
bidder in the RFP process. staff requests that the City Council waive the requirement for
a new formal RFP process and award the contract for operation of the transit service
(drivers and vehicles) to First Transit for the following reasons:
1. First Transit ranked second in the original RFP process for the Pilot Mobility On
Demand Rideshare Program. The revised pricing since that RFP process is based
on several factors, including the recognition of driver shortages, difficulty in
procurement of new transit vehicles, and increased sanitation requirements to
reduce infections of COVID-19.
2. Moorpark Resolution No. 2019-3829 Section 4.B. allows for the waiver of Informal
Bidding or Proposal/Qualification Process (formal) if it is determined that the type
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of work or service to be performed by a particular individual, firm or company can
be competently and cost-effectively performed based on consultation by the
purchasing agent and department head’s personal or direct prior experience in
contracting with that individual, form or company. It is noted; however, that this
waiver provision also includes a finding that the City has prior experience
contracting with the firm. Although the City does not have direct experience with
First Transit, staff has been working with them during the prior RFP process and
is aware of First Transit’s past transit experience at other transit services and for
other government entities in Los Angeles County.
3. Based upon local transit service rates in Ventura County as well as discussions
about current and anticipated rate re-negotiations by transit agencies in Ventura
County, First Transit’s rates are within the expected range of pricing that would be
proposed in another RFP process.
4. Moorpark Municipal Code Section 3.04.120 permits the City Council to waive
purchasing procedures and competitive bidding requirements, in its discretion,
when such waiver is not in violation of state law. Because this is a service contract
and not a public works contract, state law does not mandate that these type of
service contracts must be awarded only through a competitive bidding process.
Therefore, for the reasons noted in (1), (2), and (3) above, and because such
waiver would not violate state law, staff makes the recommendation that the City
Council waive the formal RFP process for the award of the contract for operation
of the transit service (drivers and vehicles).
FISCAL IMPACT
The City has paid RideCo for the initial development of the RideCo App, identification of
virtual stops and initial development of the marketing plan. The rate was $20,000 which
was funded with $12,000 in Traffic Systems Management (TSM) Fund (2001) and $8,000
in Federal Transit Administration (FTA) 5307 Grant Fund (2414). The City’s FY 2021/22
budget also includes the $50,000 marketing budget, which will pay for with 50% FTA 5307
funds and 50% Transportation Development Act (TDA) Fund (2414) (note both FTA 5307
and TDA funds are assigned Fund 2414).
Staff anticipates a start of services in March 2022, which would be 25% of First Transit’s
Year 1 cost or about $165,000. Staff is proposing to fund the expense with TDA Fund
(2414) using existing budget from expense line 2414-430-P0011-51000. Staff is also
working with VCTC to determine if it can utilize additional FTA 5307 grants to fund a
portion of the Pilot Project. If the City is successful, then approximately $65,000 of the
$165,000 cost would be covered by FTA 5307, with the remaining $100,000 covered by
TDA.
The City will be responsible for decaling the new vehicles procured by First Transit. During
the vehicle procurement process staff will solicit proposals for the decals. Depending on
price quotes, City staff may return to City Council with a budget amendment to fund the
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decals if it is determined there is not sufficient funds in the existing FY 2021/22 budget to
absorb the costs.
COUNCIL GOAL COMPLIANCE
This action supports City Council Strategy 2.16: “Determine success of Pilot Mobility
RideShare Program to provide reliable equitable transit services throughout the City.”
STAFF RECOMMENDATION
1. Approve Amendment No. 1 to RideCo Inc. Agreement, extending the Agreement Term
to December 31, 2024, and reducing the not-to-exceed amount from $545,500 to
$192,600, subject to final language approval of the City Manager and City Attorney,
and authorize the City Manager to sign the Agreement; and
2. Waive the formal RFP process and approve Agreement with First Transit, Inc. for a
Pilot Mobility On Demand Rideshare Program for a not-to-exceed amount of
$1,732,402, subject to final language approval of the City Manager and City Attorney,
and authorize the City Manager to sign the Agreement.
Attachment 1: RideCo Inc. Amendment No. 1
Attachment 2: Agreement with First Transit, Inc.
309
AMENDMENT NO. 1
AGREEMENT BETWEEN THE CITY OF MOORPARK AND RIDECO INC. FOR A
PILOT MOBILITY ON DEMAND RIDESHARE PROGRAM
This Amendment No. 1 to the Agreement between the City of Moorpark, a
municipal corporation (“City”), and RideCo Inc., a corporation (“Contractor”), for pilot
mobility on demand rideshare services (“Agreement”), is made and entered into on this
___ day of ____________________, 202__.
RECITALS
WHEREAS, on June 9, 2021, the City and Contractor entered into an Agreement
to have the Contractor provide pilot mobility on demand rideshare services; and
WHEREAS, it has been determined that Contractor’s services are to be reduced
to providing the rideshare scheduling software and support services along with
marketing services for the pilot mobility on demand rideshare services (removing
operations of the drivers and vehicles); and
WHEREAS, the City and Contractor now desire to amend the Agreement for an
additional period; and
WHEREAS, the City and Contractor now desire to amend the Agreement to
decrease the compensation for services to be performed by Contractor from five
hundred forty-five thousand five hundred dollars ($545,500.00) by a value of three
hundred fifty-two thousand nine hundred dollars ($352,900.00) for a reduced total
contract value of one hundred ninety-two six hundred dollars ($192,600.00), and
document said agreement to amend by jointly approving Amendment No. 1 to the
Agreement.
NOW, THEREFORE, it is mutually agreed by and between the parties to the
Agreement as follows:
I. Section 1, TERM, is amended by replacing this section in its entirety as follows:
“The term of this Agreement shall be from the date of execution to
the December 31, 2024, unless this Agreement is terminated or
suspended pursuant to this Agreement.”
II. Section 2, SCOPE OF SERVICES, is amended by replacing this section in its
entirety as follows:
“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, Exhibit B, and Exhibit B-1. In the event
there is a conflict between the provisions of Exhibit A, Exhibit B, Exhibit B-
1, and this Agreement, the language contained in this Agreement shall
take precedence. In the event of a conflict between Exhibit A, Exhibit B,
and Exhibit B-1, then Exhibit B-1 shall take precedence.
Contractor shall perform the tasks described and set forth in Exhibit
A, Exhibit B, and Exhibit B-1. Contractor shall complete the tasks
ATTACHMENT 1
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Amendment No. 1 to Agreement between City of Moorpark and RideCo Inc. Page 2
according to the schedule of performance, which is also set forth in Exhibit
B and Exhibit R.
Compensation for the services to be performed by Contractor shall be in
accordance with Exhibit C and Exhibit R. Compensation shall not exceed
the rates or total contract value of one hundred ninety-two six hundred
dollars ($192,600.00), 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.”
III. Section 4, PERFORMANCE, is amended by replacing this section in its entirety
as follows:
“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.”
IV. Section 6, PAYMENT, is amended by replacing Paragraph 3 and Paragraph 5 in
this section in their entirety as follows:
“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 one hundred ninety-two six hundred dollars
($192,600.00) for the total term of the Agreement unless additional
payment is approved as provided in this 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 and Exhibit B-1. 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.”
V. Section 8, BACKGROUND CHECKS, is amended by removing this section in its
entirety and left as “Not Applicable”:
VI. Section 13, INSURANCE, is amended by replacing this section in its entirety as
follows:
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Amendment No. 1 to Agreement between City of Moorpark and RideCo Inc. Page 3
“Contractor shall maintain prior to the beginning of and for the
duration of this Agreement insurance coverage as specified in Exhibit I-1
attached hereto and incorporated herein by this reference as though set
forth in full.”
VII. Section 26, ENTIRE AGREEMENT is amended by replacing Paragraph 2 in its
entirety as follows:
“Exhibit A (Contractor’s Proposal), Exhibit B (Scope of Services), Exhibit
B-1 (Revised 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-1 (Insurance Requirements),
Exhibit J (FTA Requirements), Exhibit K (Non-Collusion Affidavit Form),
Exhibit L (Lobbying 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), Exhibit P (Workers’
Compensation Insurance Certificate), Addendums No. 1 through No. 4,
Exhibit Q (Vehicle Storage) and Exhibit R (Revised Cost Form) are hereby
incorporated and made a part of this Agreement.”
VIII. Remaining Provisions:
Except as revised by this Amendment No. 1, all of the provisions of the
Agreement shall remain in full force and effect.
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Amendment No. 1 to Agreement between City of Moorpark and RideCo Inc. Page 4
In Witness Whereof, the parties hereto have caused this Amendment 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
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Amendment No. 1 to Agreement between City of Moorpark and RideCo Inc. Page 5
EXHIBIT B-1
SCOPE OF SERVICES
FOR PILOT MOBILITY ON DEMAND RIDESHARE PROGRAM
SECTION 1. INTRODUCTION
The services include the implementation of a three (3) year Pilot Mobility on Demand
rideshare project (Pilot project). A turnkey solution is provided for in this Scope of
Services with further specificity provided in the schedules to this Exhibit B.
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, Federal Transit Administration Section 5307 funds, and 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.
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.
• 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.
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Amendment No. 1 to Agreement between City of Moorpark and RideCo Inc. Page 6
• 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.
• Marketing of service.
• 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.).
• Ability to request a wheelchair/mobility device accessible vehicle on-demand.
• Ability to scale service based on demand
SECTION 3. SERVICE PLAN (Not applicable)
SECTION 4. WORK PLAN
The plan shall include the schedule for submitting all preliminary and/or final services
and documents as outlined in this 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 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:
• 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.
• Participate in coordination of all required deliverables, including, installation and
configuration of software, documentation and training, branding and marketing,
and/or performance monitoring and reporting, per the final contract agreement.
SECTION 6. PERFORMANCE MONITORING AND REPORTING
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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,
percentage of time headways are met).
• Revenue summary (total revenue, revenue broken down by types of riders, if
applicable).
• Status and success of marketing efforts (number of events, attendance,
audience reach, etc.).
6.5 Service Adaptation Plan (SAP): (Not applicable)
SECTION 7. FINALIZE PILOT SERVICE PLAN
Contractor shall coordinate with City Project Manager and staff to refine and approve
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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 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.
The platform shall support fully automated scheduling, dispatch, and
reservations, allowing passengers to book trips in real-time via phone, internet,
and mobile application. The administrative interface shall allow for real time
monitoring and assessment of schedule adherence, vehicle locations, vehicle
breakdowns, and operator performance. It shall 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: (Not applicable).
9.3 Vehicle Acquisition & Operations Plans: (Not applicable).
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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 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: (Not applicable).
SECTION 10. INSTALL & IMPLEMENT SOFTWARE 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.
• Test suite of modules.
• System acceptance testing.
• 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 shall be provided as soon as they are available. Technical support shall
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include but is not limited to:
• 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 (not applicable)
SECTION 14. PILOT DEPLOYMENT PLAN
Contractor shall coordinate with the City and the City’s contracted transit operator to
implement the pilot deployment plan.
SECTION 15. MARKETING & PROMOTIONS PLAN & IMPLEMENTATION
Contractor shall develop and implement 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 for the Project Manager and other key personnel that the
City may use as necessary to communicate with the Contractor after normal working
hours.
SECTION 17. VEHICLE COMMUNICATION (not applicable)
SECTION 18. VEHICLES (not applicable)
SECTION 19. DRIVERS (not applicable)
SECTION 20. DRUG AND ALCOHOL TESTING (not applicable)
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.
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• Fare collected.
SECTION 22. SPECIAL SERVICES (not applicable)
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SCHEDULE 1 to EXHIBIT B-1
The following terms and conditions govern access and use of RideCo’s technology
and the provision and management of other services as described herein.
1. DEFINITIONS:
In this Schedule, unless there is something in the subject matter or context
inconsistent therewith, the following terms shall have the following meanings:
“Contract” means the agreement between RideCo Inc and the City of Moorpark
(“CITY”) to which this schedule is incorporated and forms an integral part;
"Approved Equipment/Third Party Software" means the equipment and third-party
software required to operate the Distributed Software, specified in Schedule 2 to
Exhibit “B”, including all upgrades, enhancements, releases, additions, modifications,
and replacements of same from time to time approved in writing by RideCo.
“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 Contract.
“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 Schedule (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 Support Services” means the services provided by RideCo as
described in Section 3 of this Schedule.
“Personal Data” has the meaning given in Schedule 4 of Exhibit “B”.
“Platform Software” means collectively the RideCo Dynamic Transit System (DTS)
cloud platform technology and underlying software, including its dynamic 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 CITY or passengers or partner drivers and operators of CITY. For greater
certainty, Operational Data includes, but is not limited to, 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 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” or “Service Offerings” 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;
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“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 CITY; and
“Transportation Operations Provider” means the subcontractor that is contracted
by RideCo to provide drivers and vehicles for the Project.
2. SERVICE OFFERINGS LICENSE, INTELLECTUAL PROPERTY RIGHTS,
CONFIDENTIALITY
2.2 License Grant: Subject to the terms of this Schedule, RideCo grants CITY a
limited, revocable, non-exclusive and non-transferable license to: (a) access
and use the Service Offerings in the geographic locations and for the use-cases
set forth in Exhibit “B”. The Distributed Software may only be used in
combination with the Approved Equipment/Third Party Software. RideCo or its
agents, resellers or distributors may release from time to time to CITY at no
additional charge during the term of this Schedule, software bug fixes and
patches and such releases shall be considered “Software” hereunder and
subject to the terms of this Schedule unless otherwise specified by RideCo.
As used herein the “Intended Purpose” means use of the Service Offerings for
the purpose of providing dynamic routing and shared ride technologies relating
to the CITY’s transportation operations. During the term of this Agreement,
RideCo shall not reduce or eliminate functionality in the Service Offerings.
Where RideCo has reduced or eliminated functionality in the Service Offerings,
CITY, at CITY’s sole election and in CITY’s sole determination, shall: (a) have,
in addition to any other rights and remedies under this Agreement or at law, the
right to immediately terminate this Agreement and be entitled to a return of any
prepaid fees; or, (b) determine the value of the reduced or eliminated
functionality and RideCo will immediately adjust any fees accordingly on a
prospective basis. Where RideCo has introduced like functionality in other
services, CITY shall have an additional license and subscription right to use
and access the new services, at no additional charge, with the same rights,
obligations, and limitations as for the Service Offerings. Where RideCo
increases functionality in the Service Offerings, such functionality shall be
provided to CITY without any increase in the fees. Where a CITY user is
required to “click through” or otherwise accept or made subject to any online
terms and conditions in accessing or using the Services, such terms and
conditions are not binding and shall have no force or effect as to the Services
or this Agreement.
2.3 Restrictions & End User Terms:
Restrictions. Except as otherwise expressly permitted in this Schedule, CITY
shall not: (a) customize, modify or create any derivative works of the Service
Offerings; (b) decompile, disassemble, reverse engineer, or otherwise attempt
to derive the source code for the Software (except to the extent applicable laws
specifically prohibit such restriction); (c) remove or alter any trademark, logo,
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copyright or other proprietary notices, legends, symbols or labels in the
Distributed Software; (d) publish or disclose any results of benchmark tests run
on the Software to a third party without RideCo’s prior written consent; (e)
redistribute, encumber, sell, rent, lease, sub-license or otherwise transfer rights
to the Service Offerings; (f) copy, reproduce, distribute, modify or in any other
manner duplicate the Software, in whole or in part and CITY may not copy any
written materials (except for training materials and for internal use)
accompanying any portion of the Service Offerings unless specifically
authorized in writing to do so by RideCo. CITY shall not access the Service
Offerings in order to: (i) build a competitive product or service; or (ii) copy any
ideas, features, functions or graphics of the Service Offerings. For greater
certainty, CITY will not be in breach of this Section 2.3 if CITY independently
develops a competing product or service without use or reference to RideCo’s
Confidential Information as described in Section 2.10 below.
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. CITY shall have the
right to review and approve any terms of any service and privacy policy.
RideCo will inform end users that the transportation services are provided on
behalf of the CITY by the Transportation Operations Provider.
2.4 RideCo Intellectual Property: RideCo retains all right, title and interest in and
to the Service Offerings including all Documentation, all intellectual property
rights in the Software and all copies and derivative works thereof. CITY
acknowledges and agrees that the Service Offerings, Software Enhancements
(if any) 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 Service Offerings and Software
Enhancements and all modifications, changes, 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.
Nothing in this Schedule gives CITY any right, title or interest in, to or under any
of the Service Offerings or Software Enhancements or any intellectual property
rights therein (including without limitation patent rights) or arising pursuant to
professional services, product feedback, technical support and other support.
RideCo agrees to indemnify, defend, and hold harmless the CITY and its
elected officials, officers, directors, agents, attorneys and employees (each, an
“Indemnitee“) from and against any and all liabilities, damages, losses,
expenses, claims, demands, suits, fines, or judgments (each, a “Claim,” and
collectively, the “Claims“, including reasonable attorneys’ fees, costs, and
expenses incidental thereto, which may be suffered by, incurred by, accrued
against, charged to, or recoverable from any Indemnitee, by reason of any
Claim arising out of or relating to the Services allegedly or actually infringing or
misappropriating any United States or foreign patent, copyright, trade secret,
trademark, or other proprietary right. In the event that RideCo is enjoined from
providing the Services and such injunction is not dissolved within thirty (30)
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calendar days, or in the event that CITY is adjudged, in any final order of a
court of competent jurisdiction from which no appeal is taken, to have infringed
upon or misappropriated any patent, copyright, trade secret, trademark, or
other proprietary right in the access or use of the Services, then RideCo shall,
at its expense: (a) obtain for CITY the right to continue using such Services; (b)
replace or modify such Services so that they do not infringe upon or
misappropriate such proprietary right and is free to be used by CITY; or, (c) in
the event that RideCo is unable or determines, in its reasonable judgment, that
it is commercially unreasonable to do either of the aforementioned, RideCo
shall reimburse to CITY any prepaid fees and the full cost associated with any
Transition Services.
2.5 Operational Data: As between CITY and RideCo, CITY will own the
Operational Data from the Project and any other data provided or made
accessible to RideCo by CITY. Subject to the personal data protection
undertakings set out in Schedule “4” of Exhibit “A”, CITY 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 CITY, (ii) assessing the performance of the Services;
and (iii) creating Pattern Data (as defined in Section 2.7 below). Any and all
cloud storage of Operational Data shall be in compliance with ISO/IEC 27001 -
27017, as applicable, or successor standards thereto. Except as otherwise
expressly permitted in this Agreement, RideCo does not claim any right, title or
interest in the Operational Data. CITY represents and warrants that CITY has
all necessary consents (if any) relating to the collection, retention, use,
processing and disclosure of Operational Data (including all underlying
Personal Data) and that use of the Operational Data in the manner
contemplated in this Schedule will not breach the rights of any third party. For
the avoidance of doubt, RideCo is not responsible for any liability arising out of
the collection, retention, use, operation and disclosure by CITY of Operational
Data (including any Personal Data contained therein). RideCo shall: (a) keep
and maintain Operational Data in strict confidence, using such degree of care
as is appropriate and consistent with its obligations as further described in this
Agreement and applicable law to avoid unauthorized access, use, disclosure,
or loss; (b) use and disclose Operational Data solely and exclusively for the
purpose of providing the Services, such use and disclosure being in
accordance with this Agreement, and applicable law; (c) allow access to
Operational Data only to those employees of RideCo who are directly involved
with and responsible for providing the Services; and, (d) not use, sell, rent,
transfer, distribute, or otherwise disclose or make available Operational Data
for RideCo’s own purposes or for the benefit of anyone other than CITY without
CITY’s prior written consent. Upon the termination of this Agreement, RideCo
shall, within one (1) business day following the termination of this Agreement,
provide CITY, without charge and without any conditions or contingencies
whatsoever (including but not limited to the payment of any fees due to
RideCo), with a final extract of the Operational Data and any other data
collected pursuant the this Agreement in the format specified by CITY. Further,
RideCo shall certify to CITY the destruction of any CITY Data within the
possession or control of RideCo, in accordance with Section 12.5, but such
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destruction shall occur only after the CITY Data has been returned to CITY.
This Section shall survive the termination of this Agreement.
2.6 Personal Data Protection Undertaking. RideCo hereby agrees and
undertakes to comply with the personal data protection undertakings set out in
Schedule 4 to Exhibit “B”.
2.7 Pattern Data. “RideCo Pattern Data” means non-personally identifiable, data
including Operational Data which contains no Personal Data. For greater
certainty, RideCo Pattern Data does not identify a specific passenger or driver.
As between RideCo and CITY, all right and title to RideCo Pattern Data
belongs to RideCo and accordingly RideCo is free to use RideCo Pattern Data
in an anonymized manner for any purpose including the improvement of
RideCo’s Service Offerings. The Parties understand and agree that it is
technologically difficult to render data truly “anonymous”. Therefore, as used in
this Section 2.7, the term “anonymized manner” means and refers to use of
technology that irreversibly alters data in such a way that the data subject can
no longer be identified directly or indirectly, either by the data controller alone or
in collaboration with any other party, and is thereby rendered “anonymized
data”, as generally described in ISO 25237:2017, Sections 3.2 and 3.3. Use of
RideCo Pattern Data derived from CITY’s Operational Data is only permitted
provided it is all rendered “anonymized data”, as referenced above.
2.8 Suggestions. RideCo shall have 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 CITY relating to the
operation of the Service Offerings.
2.9 Reservation of Rights. Except for the rights and licenses granted in this
Schedule, CITY 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 technology used to provide the Service
Offerings) and all related RideCo IP and RideCo grants CITY no further
licenses of any kind hereunder, whether by implication, estoppel or otherwise.
CITY acknowledges that only RideCo shall have the right to maintain, enhance
or otherwise modify the Service Offerings.
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
the nature of the information and the circumstances of disclosure. For
greater certainty, the Operational Data, the Documentation, the
functionality of the Software are all Confidential Information.
Confidential Information shall not include any information that the
Receiving Party can demonstrate by its written records: (i) was known to
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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 of a non-disclosure obligation; (iv)
is independently developed by the Receiving Party; (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 Schedule or as expressly authorized in writing by
the other party. Each party shall use the 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 Schedule and who have entered into written confidentiality
Schedules with it at least as restrictive as those in this Section. Upon
any termination of this Schedule, 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.
(d) California Public Records Act. Notwithstanding the above, It is understood
that the CITY is subject to the California Public Records Act (Gov. Code §
6250, et seq.). If a request under the California Public Records Act is
made to view RideCo’s Confidential Information, CITY shall notify RideCo
of the request and the date that such records will be released to the
requester unless RideCo obtains a court order enjoining that disclosure. If
RideCo fails to obtain a court order enjoining that disclosure, CITY will
release the requested information on the date specified.
Other Exemptions. Notwithstanding the foregoing provisions, either
party may disclose Confidential Information if required by subpoena,
court order, or otherwise as required by law.
3. MAINTENANCE AND SUPPORT SERVICES
3.1 Maintenance Services: RideCo shall provide the following maintenance
services to CITY:
(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.
3.2 Support Services: In response to a support request from CITY, RideCo shall
provide the following support services to CITY as per the priority levels, response
times and procedures specified in Schedule 2 to Exhibit “A” to be provided remotely:
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(a) Clarification of software functionality;
(b) Adjustments to software configuration; and
(c) Advice on the use and results of the Service Offerings;
3.3 Services Outside Scope of Maintenance and Support: The Maintenance
and Support Services to be provided under this Schedule 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 unauthorized use of the Software;
(c) Correction of errors caused in whole or in part by the use of computer programs
other than the Software (not including CITY’s operating system) unless the use of
such programs has been approved by RideCo in writing; or
(d) Diagnosis or rectification of faults not associated with the Software.
3.4 Access: The CITY shall:
(a) Provide RideCo’s support personnel reasonable or necessary access to the
CITY accounts relating to the Distributed Software, as may be applicable, at mutually
agreed upon times, and for the purposes of providing the Maintenance and Support
Services;
(b) Provide RideCo with a duly qualified and trained representative of the CITY,
and with all relevant information and assistance required by RideCo to enable RideCo
to provide the Maintenance and Support Services.
3.5 Effect of Termination: In the event of expiry or termination of this Contract, for
whatever reason, the following terms will apply:
(a) The following Sections of this Schedule shall survive the termination or
expiration of the Contract for any reason: 1 (Definitions), 2.2(a) (Restrictions), 2.3
(RideCo Intellectual Property), 2.6 (Pattern Data), 2.7 (Suggestions), 2.8 (Reservation
of Rights), 2.9 (Confidentiality), 3.5(a) (Survival), 3.5(b) (Effect of Termination), 4.2
Disclaimers.
(b) On termination, CITY shall destroy all copies of the Distributed Software, all
accompanying Documentation and Confidential Information of RideCo and shall
provide confirmation of having done so within five (5) business days of the effective
date of termination.
4. SERVICE SPECIFIC WARRANTIES AND DISCLAIMERS
4.1 Warranties
(a) RideCo Warranties. RideCo represents and warrants to CITY 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 Service Offerings 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 Service Offerings necessary
to grant the licenses herein; and
iii) RideCo possesses the legal right and authority to execute
and perform this Schedule,
Except as expressly provided in this Agreement, RideCo does not warrant that the
functions performed by the Dynamic Transit System or Services will be error-free.
(b) CITY Warranties. CITY represents and warrants to RideCo that CITY adheres
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to applicable privacy laws and has in place appropriate Schedules with end users
regarding the collection, processing and use of CITY Personal Data (as defined in
Schedule 4 to Exhibit “A”) in accordance with the terms of this Schedule and subject to
compliance with Schedule 4 of Exhibit A by RideCo, will not violate any rights of a third
party or breach applicable data protection laws.
4.2 Disclaimer of Implied Warranties: Except as set forth in this Agreement,
there are no other warranties or conditions of any kind, including without limitation, the
warranties that the Services are free of defects or merchantable. Specifically, RideCo
makes no representation or warranty regarding the merchantability or functionality of
the Services. All Approved Equipment/Third Party Software is subject to the 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 Agreement. No use of the Services is authorized under this Agreement
except under this disclaimer.
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SCHEDULE 2 to EXHIBIT B-1 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 imp ortant 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 mat erially
impact the normal production running of the Software
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Resources and Forms of Support
Support Portal Utilized for medium or low priority it ems
[** City specific slack channel(s)] (typically one slack channel for
each active service)
E mergency
hotline
Used for critical / high priority items
[**City specific emergency telephone
number] [**City specific emergency slack
Support Response Time
Priority Response
Time
Update Frequency Resolution T ime
High Reviewed by
RideCo staff
and support
ticket
updated/creat
ed within 2
hours
Every 2 hours or
as mutually
determined
Within 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; however RideCo shall
diligently work on the issue until
Medium Reviewed by
RideCo staff
and support
ticket
updated/creat
ed within 12
hours
Every working day
or as mutually
determined
Within five (5) business days
Low Reviewed by
RideCo staff
and support
ticket
updated/creat
ed within 24
hours
Every week or
as mutually
determined
RideCo shall notify City 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 City.
For the term of this Agreement, RideCo shall provide the Services, force majeure
events excepted, in accordance with the applicable service levels, each as described in
this Exhibit B. Time is of the essence in the performance of the Services. In the event
RideCo does not meet a service level, RideCo shall: (a) owe to CITY a credit
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Amendment No. 1 to Agreement between City of Moorpark and RideCo Inc. Page 22
proportional to fees paid to RideCo, as liquidated damages and not as a penalty; and,
(b) use its best efforts to ensure that any unmet service level is subsequently met. CITY
shall have, in addition to any other rights and remedies under this Agreement or at law,
the right to immediately terminate this Agreement, and be entitled to a return of any
prepaid fees where RideCo fails to meet any service level: (a) to such an extent that the
CITY’s ability, as solely determined by CITY, to use the Services is materially disrupted,
force majeure events excepted.
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SCHEDULE 3 TO EXHIBIT “B-1”
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
Agreement:
a. Unless otherwise permitted by the City, RideCo may only collect, use or process
Personal Data as allowed under this Agreement, and RideCo shall comply with
any written instructions the City gives RideCo in advance relating to compliance
with any laws, regulations, court orders, or self-regulatory programs applicable
to the 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
there has been any actual or potential unauthorized or accidental disclosure of
Personal Data, RideCo must inform the City immediately and cooperate with
the City in any post-breach investigation or remediation efforts. d. RideCo shall notify the City immediately in the event of any claim or complaint
from an y 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 City immediately 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 City’s employees or any other individuals directly, RideCo must notify t he
individuals about the purpose of RideCo’s collection and must obtain and
record (for future reference) their consent before RideCo does so, and RideCo
must follow any reasonable instructions which the City 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 City Personal Data to any other unrelated
persons/entities or transfer any Personal Data outside of the US A without the
City’s per mission in writing.
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Amendment No. 1 to Agreement between City of Moorpark and RideCo Inc. Page 24
h. RideCo shall promptly return to the City or destroy any Personal Data received
in error. RideCo must destroy Personal Data as soon as practicable if required
by the City. At the end of the Agr eement, RideCo must notify the City if
RideCo or other recipients (if disclosure of Personal Data to such other
recipients has been per mitted by the City in writing) have any Personal Data
collected/received as part of the Agreement, and follow th e City’s instructions
on destroying the Personal Data. Following such destruction, the City 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 Agreement, RideCo will be required to inform the City of RideCo’s reasons
and s eek the City’s agreement on the same, which permission will be granted in
the City’s sole discretion.
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Amendment No. 1 to Agreement between City of Moorpark and RideCo Inc. Page 25
SCHEDULE 4 TO EXHIBIT “B-1”
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)
City Support
• Legal/terms and conditions
• A place for Frequently Asked Questions (FAQs)
• In app requests for support
• City service system that creates trackable tickets for follow up and resolution
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Amendment No. 1 to Agreement between City of Moorpark and RideCo Inc. Page 26
• 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
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’).
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Amendment No. 1 to Agreement between City of Moorpark and RideCo Inc. Page 27
• 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.
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Amendment No. 1 to Agreement between City of Moorpark and RideCo Inc. Page 28
EXHIBIT I-1
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 $1,000,000 per occurrence for all covered losses and no less than
$2,000,000 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 $1,000,000 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 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.
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 Contractor 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.
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Amendment No. 1 to Agreement between City of Moorpark and RideCo Inc. Page 29
5. Liability arising from the failure to render professional services.
If coverage is maintained on a claims-made basis, Contractor 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 underlying
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
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.
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Amendment No. 1 to Agreement between City of Moorpark and RideCo Inc. Page 30
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.
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
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Amendment No. 1 to Agreement between City of Moorpark and RideCo Inc. Page 31
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
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.
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Amendment No. 1 to Agreement between City of Moorpark and RideCo Inc. Page 32
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.
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Amendment No. 1 to Agreement between City of Moorpark and RideCo Inc. Page 33
Exhibit R (Revised Cost Form)
To be updated
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17
AGREEMENT BETWEEN THE CITY OF MOORPARK AND
FIRST TRANSIT, 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 First Transit, Inc., a corporation (“Contractor” or “First Transit”).
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 October 21,
2021, 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, 2024, 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. In the event of a conflict between Exhibit A and Exhibit B, then
Exhibit B 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.
Compensation for the services to be performed by Contractor shall be in
accordance with Exhibit A. Compensation shall not exceed the rates or total contract
value of one million seven hundred thirty-two thousand four hundred two dollars
ATTACHMENT 2
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($1,732,402.00), 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.
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 A and 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 hours 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 this
Agreement and to serve as principal liaison between City and Contractor shall be
Rashidi Barnes, 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.
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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 A 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 A, based upon actual time
spent on the above tasks. This amount shall not exceed one million seven hundred
thirty-two thousand four hundred two dollars ($1,732,402.00) 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
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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 consistent with Contractor’s obligations under
Government Code Section 12952.
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
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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 a City 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 (the “Work Product”) 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.
Contractor warrants and represents that it has secured all necessary licenses,
consents or approvals necessary to the production of the Work Product. Consultant
shall defend, indemnify and hold City, and the other City Indemnitees (as defined in
Section 12, below) harmless from any and all loss, claim or liability in any way related to
a claim that City’s use of any of the Work Product violates federal, state or local laws, or
any contractual provisions, or any rights or laws relating to trade names, licenses,
franchises, copyrights, patents or other means of protecting intellectual property rights
and/or interests in products, ideas or inventions. Consultant shall bear all costs arising
from the use of patented, copyrighted, trade secret or trademarked documents,
materials, equipment, devices or processes in connection with its provision of the Work
Product produced under this Agreement. In the event the use of any of the Work
Product or other deliverables hereunder by City is held to constitute an infringement and
the use of any of the same is enjoined, Consultant, at its expense, shall: (a) secure for
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City the right to continue using the Work Product and other deliverables by suspension
of any injunction, or by procuring a license or licenses for City; or (b) modify the Work
Product and other deliverables so that they become non-infringing while remaining in
compliance with the requirements of this Agreement. This covenant shall survive the
termination of this Agreement
12. INDEMNIFICATION AND HOLD HARMLESS
Contractor shall indemnify, defend and hold harmless City, and any and all of its
elected officials, officers, employees, contractors, 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 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 or any City Indemnitees. 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 reimburse the City Indemnitees their costs of
defense using counsel of their choice, 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 for
the indemnity otherwise required of such subcontractors or other persons or entities
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 D attached hereto and
incorporated herein by this reference as though set forth in full.
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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.
Contractor and Contractor’s personnel shall not supervise any of City’s
employees; and City’s employees shall not supervise Contractor’s personnel.
Contractor’s personnel shall not wear or display any City uniform, badge, identification
number, or other information identifying such individual as an employee of City; and
Contractor’s personnel shall not use any City e-mail address or City telephone number
in the performance of any of the Services under this Agreement. Contractor shall
acquire and maintain at its sole cost and expense such vehicles, equipment and
supplies as Contractor’s personnel require to perform any of the Services required by
this Agreement.
Contractor shall be responsible for and pay all wages, salaries, benefits and
other amounts due to Contractor’s personnel in connection with their performance of
any Services under this Agreement and as required by law. Contractor shall be
responsible for all reports and obligations respecting such additional personnel,
including, but not limited to: Social Security taxes, other retirement or pension benefits,
income tax withholding, unemployment insurance, disability insurance, and workers'
compensation insurance. Notwithstanding any other agency, State, or federal policy,
rule, regulation, statute or ordinance to the contrary, Contractor and its officers,
employees, agents, and subcontractors providing any of the services under this
Agreement shall not become entitled to, and hereby waive any claims to, any wages,
salaries, compensation, benefit or any incident of employment by City, including but not
limited to, eligibility to enroll in, or reinstate to membership in, the California Public
Employees Retirement System (“PERS”) or any other retirement program, as an
employee of City, and entitlement to any contribution to be paid by City for employer
contributions or employee contributions for PERS benefits or any other retirement
benefits.
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To the maximum extent permitted by law, Contractor shall indemnify, defend and
hold harmless the City and other City Indemnitees (as defined in Section 12 herein),
from any and all liabilities, damages, claims, costs and expenses of any nature to the
extent arising from, caused by, or relating to Contractor’s violation of any provision of
this Section 14, or any of Contractor’s personnel practices. In addition to all other
remedies at law, City shall have the right to offset against the amount of any amounts
due to Contractor under this Agreement any amount due to City from Contractor as a
result of Contractor’s failure to promptly pay to City any reimbursement or
indemnification obligation arising under this Section. The duty of indemnification set
forth in this Section is in addition to all other indemnification provisions of this
Agreement.
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 E, 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, as provided in Section 12940 of the
Government Code.
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
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No member, officer, or employee of the City, or their designees or agents, and no
public official who exercises authority or has responsibility 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, principal, or employee of
their firm have any interests, nor shall they acquire any interest, directly or indirectly,
which will 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: President
First Transit, Inc.
600 Vine Street, Suite 1400
Cincinnati, Ohio 45202
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
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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.
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
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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
(Moorpark City Transit Rules), Exhibit D (Insurance Requirements), Exhibit E (FTA
Requirements), Exhibit F (Non-Collusion Affidavit Form), Exhibit G (Lobbying
Certification), Exhibit H (Disadvantaged Business Enterprise), Exhibit I (Certification of
Primary Participant Regarding Debarment, Suspension, and Other Responsibility
Matters), Exhibit J (Federal Motor Vehicle Safety Standards), Exhibit K (Workers’
Compensation Insurance Certificate), Exhibit L (Vehicle Storage) and Exhibit M (List of
Subcontractors) are hereby incorporated and made a part of this Agreement.
27. CAPTIONS OR HEADINGS
The captions and headings of the various Sections 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 Sections 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. 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.
30. 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.
31. 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.
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IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be
executed the day and year first above written.
CITY OF MOORPARK FIRST TRANSIT, INC.
__________________________________ __________________________________
Troy Brown, City Manager Bradley Thomas, President
Attest:
__________________________________
Ky Spangler, City Clerk
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EXHIBIT A
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EXHIBIT B
SCOPE OF SERVICES
FOR PILOT MOBILITY ON DEMAND RIDESHARE PROGRAM
SECTION 1. INTRODUCTION
The services include the implementation of a three (3) 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 provided for in
this Scope of Services with further specificity provided in the schedules to this Exhibit
B.
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, Federal Transit Administration Section 5307 funds, and 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.
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.
• 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.
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SECTION 2. REQUIREMENTS
Turnkey solution provided through a single contract to include the following items:
• Real-time, dynamic service.
• Use of the City-provided software application/platform necessary for scheduling,
dispatch, user interface, and data collection.
• Vehicles – owned or leased by vendor, including wheelchair accessible vehicles.
Minimum of two (2) vehicles dedicated to the City’s service area, wrapped with a
mutually agreed upon design that indicates the vehicles are for Moorpark City
Transit (City to provide the vehicle wrap). 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.
• 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.
• 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.
SECTION 3. SERVICE PLAN
Proposed service plan is included as Schedules to this Exhibit B and shall 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. A maximum of three
(3) vehicles will be 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 (Not applicable)
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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 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:
• 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.
• Coordinate all required deliverables, including, Pilot operations, vehicle
acquisition, installation and configuration of software and hardware,
documentation and training, 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): Performance reports
will be generated by the City’s designated software provider.
6.3 Performance Evaluation Reports: Performance evaluation reports will be
generated by the City’s designated software provider.
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6.4 Report Content: City’s designated software provider shall be responsible for
report content.
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.
SECTION 7. FINALIZE PILOT SERVICE PLAN
Contractor shall coordinate with City Project Manager, City’s designated software
provider, 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
City shall establish the fare structure. Fares collected by drivers (instead of through the
software application) shall be recorded and deducted from Contractor’s monthly invoice.
SECTION 9. SOFTWARE, HARDWARE & EQUIPMENT PLANNING
City’s contracted software provider shall provide to Contractor 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.
The platform shall support fully automated scheduling, dispatch, and
reservations, allowing passengers to book trips in real-time via phone, internet,
and mobile application. The administrative interface shall allow for real time
monitoring and assessment of schedule adherence, vehicle locations, vehicle
breakdowns, and operator performance. It shall 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.
9.2 Hardware, Equipment & Vehicles: Contractor shall utilize City-provided hardware
and software required to deploy the Pilot service specific to scheduling trips and
tracking vehicles. If transfer of equipment between vehicles is required, it should
be a well-documented and easy to follow process.
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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. 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 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 coordinate with the
City Project Manager for installation of the City-provided scheduling software and
hardware.
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.
SECTION 10. INSTALL & IMPLEMENT SOFTWARE AND HARDWARE
COMPONENTS
Contractor shall be required to install and implement City-provided software and
hardware components used for the purpose of trip scheduling and vehicle tracking.
SECTION 11. SYSTEM & USER TRAINING
City’s contracted software provider shall provide system and user training to the
Contractor.
SECTION 12. TECHNICAL SUPPORT
City’s contracted software provider shall provide technical support to the Contractor.
SECTION 13. CUSTOMER SERVICE
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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 coordinate with the City and the City’s contracted software provider to
implement the pilot deployment plan.
SECTION 15. MARKETING & PROMOTIONS PLAN & IMPLEMENTATION (Not
applicable)
SECTION 16. CONTACT INFORMATION
Contractor shall provide the City with emergency and after hours contact telephone
numbers and mobile phones for the Project Manager and other key personnel 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
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check; brake check; light and flasher check; and checking all vehicle
performance defects reported by drivers to identify potential safety and reliability
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 qualified vendors and suppliers at no additional expense to the City.
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.
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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 used 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 M).
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 or as a means of
controlling the means and methods by which Contractor provides these
services). 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
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of all employees' wages and benefits. Drivers shall not be permitted to be
independent contractors. 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 address the transportation of 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 submitted to City for review and approval by the City prior to beginning
service.
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.
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
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
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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 (tracked using the City’s contracted software).
• Vehicle revenue hours.
• Vehicle revenue miles.
• Fare collected (tracked using the City’s contracted software).
• Total vehicle miles for each vehicle (with beginning mileage as of July 1, or the
first day of operation, 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.
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EXHIBIT C
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.
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EXHIBIT D
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 $15,000,000 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.
Contractor 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.
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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 Contractor 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, Contractor 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 underlying
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
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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.
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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
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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.
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EXHIBIT E
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).
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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
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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.
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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 Sections 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
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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.
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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
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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 Disadvantaged
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;
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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
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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:
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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.
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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.
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EXHIBIT F
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 _______________________________________________
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EXHIBIT G
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
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EXHIBIT H
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.
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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: ___________________________
Title: ______________________________
Date: ______________________________
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EXHIBIT I
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
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EXHIBIT J
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
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EXHIBIT K
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:_______________
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EXHIBIT L
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 ability 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
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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 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 which results in a claim of
personal injury or death, or property damage;
3) 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;
4) 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
5) 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
applicable statues or limitations. The City does not and shall not waive any rights
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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. The indemnification language of Exhibit L, Section
III shall not limit the indemnification language of Section 12 of 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, attorneys’
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.
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EXHIBIT M
LIST OF SUBCONTRACTORS
(FILE IF APPLICABLE)
Name of Subcontractor Address/Phone Items of Work
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