HomeMy WebLinkAboutAGENDA REPORT 2024 1218 CCSA REG ITEM 10HCITY OF MOORPARK, CALIFORNIA
City Council Meeting
of December 18, 2024
ACTION APPROVED STAFF
RECOMMENDATION.
BY A. Hurtado.
H. Consider Amendment No. 2 to RideCo Inc. Agreement Extending the Agreement
Term to June 30, 2025, for $34,200 to Continue Providing Technology Software
for Moorpark City Transit’s Pilot Mobility On Demand Rideshare Program MCT On
Demand. Staff Recommendation: Approve Amendment No. 2 to RideCo Inc.
Agreement, extending the Agreement term to June 30, 2025, for a not-to-exceed
amount of $34,200, subject to final language approval of the City Manager and
City Attorney, and authorize the City Manager to sign the Agreement. (Staff:
Michelle Woomer, Senior Management Analyst)
Item: 10.H.
MOORPARK CITY COUNCIL
AGENDA REPORT
TO: Honorable City Council
FROM: Daniel Kim, City Engineer/Public Works Director
BY: Michelle Woomer, Senior Management Analyst
DATE: 12/18/2024 Regular Meeting
SUBJECT: Consider Amendment No. 2 to RideCo Inc. Agreement Extending the
Agreement Term to June 30, 2025, for $34,200 to Continue Providing
Technology Software for Moorpark City Transit’s Pilot Mobility On
Demand Rideshare Program MCT On Demand
BACKGROUND
On October 21, 2020, City Council approved a three-year Pilot Mobility On Demand
Rideshare Program called Moorpark City Transit (MCT) On Demand. On June 9, 2021,
the City entered into an Agreement with RideCo Inc. (RideCo) to provide services for the
Pilot Project. The Agreement was awarded to RideCo 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.
Unfortunately, RideCo was unable to fulfill all of the obligations initially included in the
Scope of Services, which included RideCo to also provide the drivers and vehicles for the
City’s Pilot Project. On December 18, 2021, City Council approved Amendment No. 1 to
RideCo’s Agreement which amended their scope of work to only provide the technology
software as well as marketing to promote MCT On Demand. First Transit was
subsequently awarded an Agreement at the same time to provide the vehicles and drivers
for MCT On Demand. Amendment No. 1 reduced RideCo’s original not-to-exceed
amount from $545,500 (for one year of service) to $192,600 (for three years of service),
and the three-year agreement is set to expire on December 31, 2024.
Amendment No. 2 of RideCo’s Agreement will only be for six-months, which will expire
June 30, 2025. The proposed Amendment No. 2 is only for six months as City staff
currently working with Ventura County Transportation Commission (VCTC) staff to be
added on to VCTC’s RideCo Agreement, which will be beneficial to the City in terms of
cost savings. The six-month extension will give VCTC ample time to amend its
Agreement with RideCo to add Moorpark to its Agreement, write the staff report and get
Item: 10.H.
295
Honorable City Council
12/18/2024 Regular Meeting
Page 2
approval from its Commission. VCTC is currently using RideCo to provide the technology
software for its para-transit services.
DISCUSSION
Since it began its three-year Pilot Project on April 12, 2022, MCT On Demand has
transported more than 57,000 passengers as of October 2024. Passengers like the ease
of use of the service and ability to directly book their rides by using the MCT On Demand
App that RideCo specifically designed for the program. Over 90% percent who use the
service book their rides via the MCT On Demand App. Additionally, MCT On Demand is
proving to be a more popular service during the summer months in comparison to the
City’s Fixed Route service averaging 2,672 in ridership in comparison to the Fixed Route’s
average ridership of 1,600. During the school year, the average ridership for the service
is 2,345 per month in comparison to 2,900 for the Fixed Route service. More notably,
with RideCo’s assistance, MCT On Demand received a First Place 2023 AdWheel Award
from the American Public Transportation Association for Best Marketing and
Communications to Support Ridership or Sales.
RideCo’s proposed rate is $950/vehicle/month, which is unchanged from its current
contract. The price includes software and support services. Each MCT On Demand
vehicle is equipped with a tablet installed with RideCo software. The tablets are an
integral part of the service since they are used by the drivers to receive passenger pickup
information, record fares, receive notifications regarding booked rides, etc. 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 four vehicles every month. Once the VCTC Agreement is amended
with the addition of the City, the City’s new rate will be $350/vehicle/month, which will be
a dramatic cost savings to the City.
ENVIRONMENTAL DETERMINATION
This action is exempt from the California Environmental Quality Act (CEQA) as it does
not constitute a project, as defined by Section 15378 of the State CEQA Guidelines.
Therefore, no environmental review is required.
FISCAL IMPACT
MCT On Demand, the City’s Pilot On Demand Rideshare Program is funded through
Federal Transit Administration (FTA) 5307 grant funds (Fund 2414) as well as 8c
Transportation Development Act (TDA) (Fund 2414) funds. There is no fiscal impact as
City’s FY 2024/25 budget includes $47,600 to pay for RideCo services. There is currently
$38,549.33 left in the RideCo purchase order, which is more than sufficient to cover
RideCo expense for the six-month Agreement extension, which is $34,200.
296
Honorable City Council
12/18/2024 Regular Meeting
Page 3
COUNCIL GOAL COMPLIANCE
The City Council Goals and Objectives for Fiscal Year FY 2023/24 and FY 2024/25
includes Goal 1, The Moorpark Quality of Life Objective 1.10: “Pilot MCT On Demand
Evaluation.” The Pilot Mobility On Demand Rideshare Program’s first day of service was
April 12, 2022. The three-year pilot program ends on April 12, 2025, and will be evaluated
at that time.
STAFF RECOMMENDATION
Approve Amendment No. 2 to RideCo Inc. Agreement, extending the Agreement term to
June 30, 2025, for a not-to-exceed amount of $34,200, subject to final language approval
of the City Manager and City Attorney, and authorize the City Manager to sign the
Agreement.
Attachment: RideCo Inc. Amendment No. 2
297
AMENDMENT NO. 2
AGREEMENT BETWEEN THE CITY OF MOORPARK AND RIDECO INC. TO
CONTINUE TO PROVIDE THE TECHNOLOGY SOFTWARE FOR MOOPRARK CITY
TRANSITS PILOT ON DEMAND RIDESHARE PROGRAM MCT ON DEMAND
This Amendment No. 2 to the Agreement between the City of Moorpark, a
municipal corporation (“City”), and RideCo Inc., a corporation (“Contractor”), to continue
to provide technology software for Moorpark City Transit’s on demand rideshare
program MCT On Demand (“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, on December 18, 2021, the City and Contractor executed Amended
No. 1 to 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 is set to expire December 31, 2024; and
WHEREAS, the City and Contractor now desire to amend the Agreement to a not
to exceed compensation of thirty-four thousand two hundred dollars ($34,200) for
services to be performed by Contractor; and
WHEREAS, the City and Contractor now desire to amend the Agreement for an
additional 6-month period from January 1, 2025, to June 30, 2025;
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 June 30, 2025, 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.
ATTACHMENT
298
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 2
Contractor shall perform the tasks described and set forth in
Exhibit A, Exhibit B, and Exhibit B-1. Contractor shall complete the tasks
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 thirty-four thousand two hundred dollars
($34,200) 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 thirty-four thousand two hundred dollars ($34,200) 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”:
299
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 3
VI. Section 13, INSURANCE, is amended by replacing this section in its entirety as
follows:
“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. 2, all of the provisions of the
Agreement shall remain in full force and effect.
300
Amendment No. 2 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
Dan Finley, Vice President
Customer Success and Operations
Attest:
_______________________________
Ky Spangler, City Clerk
301
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 5
EXHIBIT A
302
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 6
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.
303
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 7
• 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.
304
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 8
SECTION 6. PERFORMANCE MONITORING AND REPORTING
Contractor shall provide regular reporting, as follows:
6.1 Provide Bi-Weekly Staff Briefings: Contractor shall provide bi-weekly briefings to
City Project Manager on completed tasks, deliverables, and all issues resolved
during the two-week period, with an explanation and new data for unmet tasks
and deliverables. The briefing will also provide a forecast of activities and
expected deliverables for the upcoming one-month period. The bi-weekly
briefing shall contain, at a minimum:
• Summary of work completed to-date
• Updates to Project Schedule
• Status of Pilot and Deliverables
• Activities and expected deliverables for the upcoming month
• Issues for resolution
6.2 Performance Reports & Service Adaptation Plans (SAP): Reporting and analysis
tools shall be built into the technology platform and open to City for regular use.
All data collected as part of the Pilot project must be openly shared with City and
is the property of City. Contractor shall create custom reports as requested by
City. Reports shall allow for daily, weekly, and monthly assessment of the Pilot
project so that changes can be made to improve service and ridership if deemed
necessary by City.
6.3 Performance Evaluation Reports: Contractor shall provide a Performance
Evaluation Report at the end of each month of the Pilot project. At 6 months and
12 months of service, a Summary Performance Evaluation Report shall be
submitted that includes all past performance measures and reporting to give a
comprehensive overview of the success of the Pilot project to date.
6.4 Report Content: Monthly Performance Evaluation Reports shall summarize the
performance of the Pilot project, using clear and measurable criteria that could
include, but are not limited to:
• Demand summary (origin/destination, time of use, boardings per revenue
hour, total ridership, type of rider).
• Total passenger counts by demographic category and fare (student, adult,
senior citizen, disabled, etc.) by day.
• Trip data (travel times, routes trip denial rate, booking abandonment rates,
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)
305
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 9
SECTION 7. FINALIZE PILOT SERVICE PLAN
Contractor shall coordinate with City Project Manager and staff to refine and approve
the Pilot project plan, including specific stops, routes (if necessary), schedules, service
coverage areas, and cost structure (including potential subsidization). Field visits should
be made to assess all proposed stop locations for safety, ADA access, and existing
shelters and amenities.
SECTION 8. FARE STRUCTURE
Contractor shall work with City Project Manager to determine the cost per ride to users
based on the proposed service model, associated costs to operate the Pilot project, and
available resources. City will ultimately determine the cost per ride for its customers.
The fares collected shall be recorded and deducted from Contractor’s monthly invoice.
SECTION 9. SOFTWARE, HARDWARE & EQUIPMENT PLANNING
Contractor shall provide all software design, installation, training, and technical
assistance 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.
306
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 10
9.2 Hardware, Equipment & Vehicles: (Not applicable).
9.3 Vehicle Acquisition & Operations Plans: (Not applicable).
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.
307
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 11
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
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)
308
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 12
SECTION 21. NATIONAL TRANSIT DATABASE REPORTING REQUIREMENTS
The Federal Transit Administration (FTA) requires the City to submit reports to the
National Transit Database (NTD). The Contractor shall assist the City in completing all
NTD reports by providing the following data when requested:
• Number of passengers.
• Vehicle revenue hours.
• Vehicle revenue miles.
• Fare collected.
SECTION 22. SPECIAL SERVICES (not applicable)
309
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 13
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
310
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 14
Support Services all as further described in the schedules hereto;
“Software” means collectively the Distributed Software, Platform Software, and any
interfaces between the two.
"Software Enhancements" means an update or upgrade to the Distributed Software
or to the Platform Software, which update or upgrade may include new product
features that change the character or structure of the software or its functional use or
operation and will usually form part of an automatic update to the Software without any
action being required from 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
2.1 Intentionally omitted.
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
311
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 15
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,
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
312
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 16
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)
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,
313
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 17
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
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")
314
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 18
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
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.
315
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 19
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:
(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:
316
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 20
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
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.
317
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 21
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
318
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 22
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
319
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 23
RideCo does not meet a service level, RideCo shall: (a) owe to CITY a credit
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.
320
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 24
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 Agr eement, and RideC o 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 USA without the
City’s permission in writing.
321
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 25
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.
322
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 26
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
323
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 27
• 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’).
324
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 28
• 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.
325
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 29
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.
326
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 30
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.
327
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 31
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
328
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 32
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
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.
329
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 33
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.
330
Amendment No. 2 to Agreement between City of Moorpark and RideCo Inc. Page 34
Exhibit R
(Revised Cost Form)
ITEM PRICE
Planning, Platform and Apps Setup:
Includes assistance with service model design, platform/mapping setup and configuration, app white labelling, simulations & tuning, training of operations leads, launch preparation and testing
[$20,000.00]
One-time payment; already paid by
the City prior to Amendment No. 1
Monthly license, maintenance and support
As specified in this agreement
[$950/vehicle/month;
Up to 3 vehicles (revenue service)
per month
Up to $34,200/annually]
Billing begins after going live Billed
monthly based on number of
revenue service vehicles in use the
previous month
Fees for twilio (sms or phone calls) and third-party payment processors if
applicable (e.g. credit card related)
[Passed through directly to the
customer in a separate invoice;
credit card related fees (including
charge backs) are passed through
directly to the customer. Current
transaction fee is $0.30+2.9%]
Marketing Services (as detailed in Exhibit A, Exhibit 8, and Exhibit B-1.
Year 1: $50,000
Year 2: $10,000
Year 3: $10,000
Professional services and on-site support (that are outside the scope of the services
specified in this Agreement) offered at a rate of $120/hour in addition to reimbursement
of pre-approved travel expenses. All amounts are in U.S. Dollars and exclude taxes.
331