SCTA24012
EXHIBIT A: SCOPE OF WORK
The program shall include bike share rentals that are available on-demand, 24 hours a day, seven days a week, 365 days a year, through a range of membership options. The system should include sufficient shared micromobility devices to provide reliable travel options throughout the service area. Each shared micromobility vehicle should include a locking mechanism and transaction terminal. The system should utilize geofenced service areas and also include dedicated hub-based stations with bike racks, or parklets if available. The initial system shall include a minimum of 300 Drop electric assist model E201L bicycles and approximately 75 hub stations that include bicycle racks, advertising and wayfinding panels.
The Contractor is responsible for all aspects of the system launch and operations including: final system planning, any necessary permitting design; equipment purchases; construction/installation, if any; pre-launch and ongoing marketing; operations and maintenance; and, ongoing customer service financial transaction handling, dispute resolution, and evaluation and reporting.
The Contractor will provide services in the areas of system development, procurement, installation and launch, system operations and maintenance, and financial and business operations, as described below.
Task 1: Program Development
Task 1A: Contractor shall develop a bike sharing micromobility system that will provide sufficient micromobility devices to support the system, which ideally encompasses a geographic area consisting of SMART station areas from Larkspur through Santa Rosa and key destinations with high potential for use.
To help promote safety, equity and bike interoperability in the Bay Area, Contractor must ensure the bike share system includes the following:
a. Provide a service area that includes at least 20% in communities identified as within a ¼-mile of a Equity Priority Community (EPC), Community Air Risk Evaluation (CARE) Program Area; or in communities with a developed community based transportation plan for low income or disadvantaged communities (TAM and SCTA will work with the Contractor to ensure this policy is met in the final service are design).
b. Meet bicycle safety standards which meet or exceeding International Organization for Standardization (ISO) 4210: Safety Requirements for City and Trekking Bicycles. c. Provide data sharing with SCTA and TAM, including quarterly trip and membership data; other additional applicable data that may inform annual program analysis related to mode shift, safety, public health and equity; GBFS format data to monitor parking, trip, and route demand.
Annual Program data and analysis related to mode shift, safety, public health and equity. d. Comply with data privacy conditions (see Exhibit C).
Task 1B: Contractor shall work with a working group made up of SCTA, TAM and partnering jurisdictions on a regular basis and prepare for and attend monthly meetings either in-person or virtual to ensure good local coordination and connectivity and help resolve technical issues. Contractor shall attend a project initiation meeting with the working group, which SCTA/TAM will schedule within 60 days following execution of this agreement.
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Task 1C: Contractor shall work with each participating agency to permit the system operations and execution of right-of-way approvals for bike/shared micromobility parking. This may require the contractor to attend meetings or presentations with governing city/town board/council, as appropriate, for program approvals and permitting during the stages of the approval and permitting process. Note that several hub locations have been previously vetted in jurisdictions along the SMART rail corridor and based on the information available it is anticipated that those hubs would be permitted efficiently. Additional hubs may be identified and not all previously identified hubs are required to be in the initial system.
Task 1D: SCTA/TAM will develop and share branding concepts with Contractor. Submit draft brand concept.
Incorporate SCTA/TAM comments on brand concept and resubmit. Submit draft image, including color scheme, logo images, and messages not already identified in brand concept.
Task 1E: Contractor shall present a plan to encourage safety including facilitation of helmet use and availability, and safe bicycling/riding behavior for review and approval by SCTA/TAM. This plan shall include the following efforts:
• Educational and safety screens users must scroll through during the registration process • Signage at each station with safety information and how to properly use the system • Community events that promote safety and include helmet give-aways Task 1F: Contractor shall work with SCTA/TAM and participating agencies to develop and approve any unique membership options for the program. Membership options shall include the following categories and not exceed the following pricing during the two-year pilot period. • Pay as you go option - $1 to unlock + .25 cents per minute • Memberships - $20 per month, $50 quarterly and $100 annual (includes 60 minutes of free ride time per day)
• Passes - $10 for a 24-hour pass
• Discounted access
o Student pass
o Equity pass - $5 per month (includes 60 minutes of free ride time per day) • Special access – sponsors, city staff, corporate partners, etc. • Others - event pricing, coupons, etc.
Optional fees:
• Overtime: .40 cents per minute of overtime
• Out of hub parking fee: $15
• Out of system parking fee: $50
Task 2: Parking Spaces and Service Area Plan
Contractor will provide both a preliminary service area and parking map that the SCTA/TAM and Contractor will release for public agency input. These maps should consider previously vetted high-priority areas developed and the equity requirements included under Task 1. The formula for assigning bikes throughout the service area shall be shared and approved by TAM and SCTA.
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Task 2A: Contractor shall conduct site visits, phone calls, and in-person meetings with participating agencies as needed to confirm service area and parking siting. Submit initial system map with detailed service area and parking spaces. Map should include service area rationale and methodology, actual physical parking locations, owner of property, and parking impact. Recommended parking hubs must comply with underlying zoning, and the Americans with Disabilities Act. Parking hub locations must be in proposed service areas and should emphasize maximizing ridership across all demographics while minimizing operating costs and the loss of on-street parking revenue. Proposed parking hub locations should reflect key destinations, transit hubs, neighborhoods, and activity centers. Any parking hub location proposed for private property must receive written approval from property owner.
Bike and micromobility parking infrastructure should be designed to be flexibly deployed in a variety of surfaces and configurations, without interfering with sidewalks, traffic, or other street operations. Contractor shall work with the partner cities and property owners to install bike racks and/or bike corrals throughout the system area sufficient to ensure user convenience and to ensure misparked bicycles and micromobility devices do not create a public nuisance or hazard. The initial system shall include approximately 75 parking hubs with bicycle racks, advertising and wayfinding panels across jurisdictions that commuter rail currently serves. Jurisdictions included in the Service Area Plan are anticipated to include: Larkspur, San Rafael, Novato, Petaluma, Cotati, Rohnert Park, and Santa Rosa.
Additional equipment needed shall include spare parts, charging infrastructure and equipment for warehouses, wayfinding and informational signage, information technology equipment and software applications.
Task 2B: Submit recommended system map that incorporates feedback from SCTA/TAM and partner agencies, and includes a formal response to comments.
Task 2C: Incorporate final changes from partner agencies. Final parking locations subject to approval by each respective participating agency’s authorized agent.
Task 2D: Obtain rights and permissions for all parking hubs sited on each participating agency’s property, for both placement of parking spaces, right of Contractor to conduct work on property and for public access to the site, 24 hours a day, and 365 days a year to use the system, including publicly and privately owned sites. Obtain permission to operate within each jurisdiction where parking hubs are sited. Submit these written agreements to SCTA/TAM. Draft permit application materials from former sites will be supplied to contractor to support new applications, as appropriate.
Task 2E: Develop Site Plans for all final parking hub locations, providing necessary information for partner agencies to designate locations within the public right of way. Contractor shall ensure that Site Plans comply with all applicable state, federal, and local laws, including but not limited to the Americans with Disabilities Act.
Task 3: Outreach and Marketing Plan
Contractor will create and execute a campaign, in collaboration with SCTA/TAM, partner agencies, and local partners, to build local enthusiasm and interest in bike sharing ridership, membership, and sponsorship.
Task 3A: Develop outreach and marketing plan based on research into potential customer markets, methods to increase ridership, secure corporate memberships, partner with organizations throughout the community, and align with SCTA/TAM transportation plans and goals. Outreach and marking plan shall include an initial contact list, which will be developed collaboratively with participating agency SCTA24012
staff. The contact list shall be an inclusive and diverse representation of all interested parties, including advocacy groups; community groups; civic groups; neighborhood associations; business and planning professionals; environmental groups; elected officials; and government agencies.
The outreach and promotional strategy will include, but not be limited to, the following:
• An initial launch event and press outreach – Contractor will use the time leading up to the launch and the first few weeks after to generate local buzz and excitement, educating the community by announcing system size, station locations, demos and pricing. • Employer outreach - establish ongoing connections with local businesses and major employers within our partner communities. Through the provision of information, exclusive pricing, and product demonstrations, we aim to cater to commuters effectively. • Community outreach - housing developers love to tout bike share as an amenity, and we can use this to our advantage to get them to help spread the word. We can approach housing communities based on proximity to hub locations to provide education. Additionally, we conduct outreach to low-income communities, ensuring they are well-informed about special pricing options tailored to their needs.
• Community events - we actively host/participate in community events where we educate individuals on system usage, give safety trainings, offer complimentary rides and sell membership opportunities.
• Social Media - we oversee the system's social media platforms and orchestrate campaigns. We strategically employ geo-targeted educational advertisements within the system's service areas, effectively reaching and engaging our intended audiences. • Radio and print promotion - good old-fashioned radio and print help inform the community and spread the message about bike share.
Program Website and Smart-phone Apps Design, maintain, and host a program website that provides information about and promotes the program and allows users to register, submit credit card data, and execute a user agreement. Ensure web pages display correctly on all major web browsers and mobile devices/formats. Contractor will also develop or provide a program smart phone app for iOS and Android formats that provides all the same information and functionality as the program website.
Website and apps will include a clearly-written Frequently Asked Questions (FAQs) section and should be available in multiple languages to ensure widespread accessibility to Marin and Sonoma communities.
Task 3B: Identify key messages for different customer target areas.
Task 3C: Identify social media strategies.
Task 3D: Identify strategies to engage low-income users and traditionally under-represented groups.
Environmental justice needs will be addressed by ensuring that low income and underrepresented community members are engaged in the process conducting outreach for planning, system development and ongoing throughout the project.
Task 3E: Develop collateral in multiple languages, including letterhead, system brochures, and a video on how to use the bike share system.
Task 3F: Develop registration packet.
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Task 4: Acquire and Launch System
Contractor will acquire and coordinate all System equipment; ensure that all equipment complies with all applicable state, federal, and local laws, including but not limited to the Americans with Disabilities Act; store and check equipment; and hire local employees and/or contractors; install and execute System launch.
Task 4A: Contractor will acquire System capital equipment, including but not limited to a bicycles, other micromobility devices as applicable, spare parts, software licensing and warranties.
Task 4B: Contractor will secure and set up a maintenance and office facility and office systems for operations, maintenance, repair, equipment storage and distribution, as well as for business and financial affairs, customer service, public affairs, marketing and membership fulfillment. It is highly desirable that Contractor’s project manager and operations manager are both based in the Bay Area.
Task 4C: Receive and perform detailed inspections of all capital equipment to ensure that equipment is free of any defects. Submit detailed inspection report for all Capital Equipment.
System Testing Field test all integrated components of entire system (hardware and software) prior to launch to SCTA and TAM’s satisfaction. Identify and resolve problems and make any necessary system improvements before launch.
Task 4D: Submit a plan for developing and implementing a regular inspection, maintenance and repair schedule that keeps the system and the bicycles in continuous compliance with all local regulations, partner contracts (e.g. property owner agreements, sponsor agreements, etc.) and warranty requirements.
Contractor works with leading manufacturing partners, adhering to international protocols like ISO 9001:2015 and has industry Gold standard certifications like CFR1512 for our e-bikes. Vehicles also comply with CPSC Public Law 107-309 for maximum engine wattage and ISO 43.150. TUV testing certification is also available and can be provided on request. All Drop bikes meet or exceed the ISO 4210 standards for Safety Requirements for City and Trekking Bicycles.
Contractor provides a comprehensive inspection, RMA, repair and maintenance plan and process. This includes RMA for software, stations and bicycles. We also agree to replace any part that becomes obsolete during the life with one that functions at an equivalent level.
Contractor provides up to a 10-year warranty on the bike frame. Additionally, limited warranties are available on select key parts in case of quality issues unrelated to normal wear and tear. A sufficient inventory of spare parts is maintained both on site and in Contractors global warehouses for use during the contract period.
Task 4E: Assign operations manager(s) and operating team to the system.
Task 4F: Submit draft webpage to SCTA/TAM.
Task 4H: Conduct pre-launch marketing activities, including but not limited to web site launch, media promotions, membership pre-sales, a ribbon cutting launch event, and appearance at up to seven (7) marketing events.
Task 4I: Obtain any necessary permits to perform installation.
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Task 4J: Install 100% of Stations or otherwise implement the System on the streets in compliance with all relevant regulations, permit and contract requirements. Contractor shall promptly repair or replace any sidewalk or other property that is damaged in the course of system installation. The system must be fully operational.
Task 4K: Host launch festivities and ribbon cutting ceremonies in both Marin and Sonoma counties.
Task 4L: Establish physical sign-up locations in each service area accessible by the public to obtain bike share micromobility program information, execute a user agreement, add funds to their account using check, credit/debit card, or cash, and obtain RFID cards if included in the system. Efforts should be made to co-locate physical sign-up locations with or near existing Clipper® retail locations, if Clipper® is being used as a membership identifier.
Task 5: Operate Service (ongoing from System launch)
The period of performance for these services shall include an initial term encompassing system development activities and a minimum of 24 months of system operations. The period of system operations begins when the full system is operating and open for public use.
Real-time System Information Provide a system to track bicycles, other micromobility devices, parking station and dock status, as applicable. Populate an interactive map with location and status of micromobility devices throughout service area along with optional address and directions, and transit information. Map updates will be provided to the system website and iOS and Android Apps in real-time to enable users to locate stations and status of micromobility devices.
1. Open Data The Contractor shall make available open content data that will allow third party developers to provide applications to assist users in finding micromobility devices, parking, and comparing travel and usage information consistent with reports from other US systems.
Contractor shall make real-time data available in General Bikeshare Feed Specification (GBFS) and/or Mobility Data Specification (MDS) format. The Contractor shall also provide monthly anonymized data on user origins and destinations, trip length, trip time, and demographic information (age, sex, zip code). The Contractor shall work with SCTA and TAM to conduct user surveys on a semi-annual basis.
2. Customer Service Provide responsive and customer-friendly services that encourage repeat use, including timely response to complaints. Contractor will be required to submit for SCTA/TAM approval a system for creating and managing excellent customer service standards and procedures. At a minimum, system users should be able to report system comments and complaints to Contractor using a telephone hotline, a system website with a comment form or email address, and via program smart-phone apps. All system equipment shall contain a conspicuously posted telephone number and instructions for filing a complaint. The Contractor will provide a shared database in which SCTA/TAM can communicate complaints from the public and from the partner cities and properties, and in which the Contractor can report the resolution of such complaints. The Contractor will provide a timely response to any customer inquiries or complaints, according to agreed upon service standards.
Contractor will insure that Customer Service meetings the following standards:
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• Riders can contact support teams through in-app messaging, email or phone. All inquiries or complaints can be handle in both English and Spanish.
• The support team is trained and experienced in handling rider onboarding and education, billing questions, fee disputes, on trip issues management and parking complaints. The support team also assists fleet teams in fleet management and rider outbound related to parking education reinforcement.
• The customer service team responds to 70% of customer contacts in under 15 minutes with an overall SLA of 14 hours based on our hours of operation from 8am to 7pm MST. • Contractor is willing to hire a local associate who intimately knows the partner communities. • The customer service set up includes users being able to communicate with the backend operations in a few different ways: directly through in app, support phone number, email, etc. • Riders can also send an email to a customer support address. Contractor can enable customer support and ticketing tools for email management or plug into any of the customer support services or tools that you may currently use.
• For users who are well versed with the app or unable to call/email, there are detailed FAQ’s available on the app and website for answers to regular questions and some basic troubleshooting.
• Contractor enables periodic user surveys and give the users to rate their trip experience through the app directly. A report is shared with SCTA and TAM. • Contractor has a deep knowledge of the product and platform and SCTA and TAM you to find a cost effective support solution that meets the needs of your rider base.
3. Call Center - Operator shall provide to SCTA/TAM, participating agencies, all subscribers, and the public at large, a telephone number for Operator’s call center. The call center shall be in continuous operation 24 hours per day, 7 days per week, and 365 days per year. Operator shall conspicuously post a notice on each bike and online advising the general public that they may direct their questions, complaints, and comments to the Operator’s call center. Operator shall ensure that the call center can handle calls in English and Spanish using operators fluent in those languages. The operators at the call center shall be fully competent and knowledgeable to answer questions and provide information concerning, among other things, subscription process, subscription prices, billing, crashes, comments, complaints, malfunction problems, location of Stations, direction to the nearest Station that has Bicycles available for use and/or available parking for returns. The call center manager shall be knowledgeable about all the service areas. The call center operators shall keep accurate and complete written records of each such call in a customer service log as hereinafter required, including the primary reason for each call and the status of the call (e.g., “no further action”, “requires reimbursement”). Any emails to Operator’s public information email address must be responded to within 1 business day.
4. Maintenance and Repair Contractor will be required to submit for SCTA/TAM approval a plan for developing and implementing a regular inspection, maintenance and repair schedule that keeps the system and the micromobility devices in continuous compliance with all local regulations, partner contracts (e.g. property owner agreements, sponsor agreements, etc.) and warranty requirements. System maintenance shall include preventive maintenance, inspection and prompt repair or replacement of all system hardware and software elements including but not limited to terminals, signs, bicycles, bicycle components, micromobility devices, concrete or asphalt beneath stations, solar panels (if applicable), website, operating system and all software.
It will also include inspecting, cleaning and removing graffiti from system structures on a timely SCTA24012
basis, as well as removal of debris in and around the system structures. System maintenance and repair will comply with the below service standards for the duration of the operating period:
• The monthly average Bicycle Fleet Level, recorded once each Day of the month between the hours of 6:00 AM and 9:00 PM, is not less than 70% of the Program Fleet.
5. System Balancing Monitor the location of each bicycle, micromobility device, and if applicable, the status of each designated parking location. Continuously and predictably redistribute bicycles and micromobility devices so that the system provides users with consistent availability of bikes and micromobility devices throughout the service area and, if applicable, consistent availability of spaces in which to park bicycles and micromobility devices at the end of a trip.
Contractor shall respond to and relocate, retrieve, or remove any misparked bicycles or micromobility devices in a timely fashion. Incentives for users to end trips in high-demand areas may be used to support rebalancing. System balancing will comply with the following service standards for the duration of the operating period:
• No station shall be completely empty of available bikes for use or completely lacking empty parking spaces for more than 120 consecutive minutes during Peak Hours (i.e., 6:00 AM to 9:00 PM). After the first 12 months of operations, this service standard may be assessed and reformulated, and a new service standard may be fully implemented immediately following the review of the first 12 months of operations data with approval from SCTA/TAM.
Additionally, the local operations team is advised to maintain a certain minimum density of bikes in specific Equity Priority Community neighborhoods, as defined during the discovery phase. Contractor will also track bike availability in specifically marked equity zones within the service area through the operations dashboard to ensure a regular rebalancing of bikes to such zones.
6. Helmets & Safety Develop a safety program that includes outreach about safe and legal riding practices and provides incentives for the use of helmets. These efforts should be coordinated with local and countywide bicycle safety education efforts and should utilize a range of media capable of reaching different audiences.
7. Special Events Contractor has established comprehensive protocols to effectively navigate unique and unforeseen circumstances. These measures encompass, among others:
• Swiftly dismantling or relocating infrastructure in response to emergencies, adverse weather, or road closures.
• Adapting vehicle placement and distribution to accommodate heightened demand or unexpected crises.
• Creating temporary virtual stations or designated "parking corrals" to address shortterm parking requirements for special events. • Secure bikes and infrastructure within our operational facility or warehouse during instances of extreme weather or emergencies.
8. Reporting At monthly, quarterly, and annual intervals, Contractor shall submit reports that track Key Performance Indicators (KPIs) against agreed upon service standards. At a minimum, reports will include a monthly public-facing “snapshot” report that tracks overall membership and usage SCTA24012
levels; monthly management reports for SCTA/TAM project managers that monitor KPIs against agreed upon service standards, as well as monthly business/financial metrics; and an annual report available to the public and interested stakeholders. Contractor will be available to present to SCTA, TAM, and their respective Boards and/or Advisory Committees on an asneeded basis. Annual reports should include program data and analysis related to mode shift, safety, public health, and equity. SCTA, TAM, and all partners will have access to real-time system information via Contractor’s proprietary administrative software and dashboard. The dashboard will include the KPI data listed below. Contractor can customize and provide information on anything specific that partners ask for and will work to set up custom reports during the Discovery Phase.
KPI Metric Tracking
KPIs will be broken into two categories:
1) Daily roll ups will be graphed over time to study overall system performance. These will be the core metrics we all work towards improving/maintaining. 2) Instantaneous data to help us determine acute system health at a glance, shown in italics.
The dashboard should show both the roll up data as “today so far” as well as the instantaneous at-a-glance data. The instantaneous data can also be used in more detailed reports for deeper dives into performance.
Trips
• Trips per day (total)
• Trips per available Bike per Day
• Trip distance in miles
• Trip duration
• Failed trips (Could include for tracking app performance) • Trip History
Vehicles
• Percent of Availability
• Number of Low batteries
• Number of unavailable Vehicles
• Improper parking
• Percent of battery per bike
Operations
• Number of Unique ScansTouches (total)
• Number of Unique ScansTouches per day (eventually get to staff-hour) • Number of Battery Swaps Performed
• Number of Customer Service Interactions per trip
• Number of Repairs Resolved
• Inspections performed on vehicles and infrastructure
• Fines/fees collected
• Number of Rebalanced vehicles per day per zone
• Number of bicycles retrieved outside of service areas Revenue
• $ Daily revenue (total)
• $ Average revenue per trip
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• $ Revenue per bike per day
• Farebox recovery
Membership
• Active riders
• Total members
• App downloads
• Equity passes
• Student usage
• All which can be broken down by geography and demographics.
Customer service
• Average response
• Number of complaints with more than 24-hour response time • Website and telephone hotline time online
9. Registration Provide and maintain in full operation a form within the program website and smart-phone apps that enable users to register, submit credit card data, and execute a user agreement. After registration, members should be able to immediately access a bike or other micromobility device (i.e. walk-up utilization). Membership of various durations (such as 30 minutes, hourly, daily, weekly, monthly and/or annual) shall be available. The system may optionally use Clipper® (the Bay Area’s electronic transit fare payment system) as a membership identifier (i.e. mechanism to check out or unlock bicycles).
10. Secure Financial Transactions and Data Privacy Complete secure financial transactions with data input at the web page, through station kiosks/terminals, or by smart-phone. Financial data must be held securely in a manner that complies with all laws and is only accessible to authorized personnel. Contractor shall develop a robust security policy. The Contractor must ensure that its security policy is enforced, report any breaches to SCTA/TAM, and develop a corrective plan to prevent future breaches. The method for protecting financial data, user names, and addresses, must be Payment Card Industry (PCI) compliant and satisfy Data Privacy Conditions in Exhibit C.
Any sharing of user data with third parties or access to camera, photos, files, contacts, location services, or other data as part of smart phone “app” should be clearly and explicitly disclosed to users as part of user agreement, with clear opt-in or opt-out abilities.
11. Fee Collection Track whether bicycles and other micromobility devices, as applicable, are returned during a specified period and accurately assess overtime fees. Clearly communicate rules regarding duration of usage of bicycles and other micromobility devices, as applicable, and fees to users. Options for low-income memberships should be included with details provided about eligibility thresholds, verification process, and strategies to reduce barriers to obtaining discounted memberships.
12. Revenue All revenues, including membership fees, use fees, and revenue from other sources, will be collected by the Contractor. Revenue will be split 90/10 where Drop maintains 90% to offset operational costs and subsidies 10% is maintained by SCTA and TAM in order to reinvest in the system or offset programmatic costs. Membership model and fee structure for users of the System, including promotions and a program for discounted or free low-income membership, are described in Task 1F.
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13. Records Maintain all business-related, accounting and customer service-related records and make them available to SCTA/TAM upon appropriate notice for inspection and auditing.
14. Billing and Compensation Contractor shall submit invoices to SCTA based on an agreed upon schedule. SCTA/TAM anticipate that the Contractor will be compensated on a cost plus fixed fee basis. Any change in the fees between pre-launch and system operations phases of the project must be reflected in the cost proposal. The monthly fee may, if needed, cover a reasonable number of station relocations or system adjustments, as agreed upon during Regular Operations Reviews. Note the grant is subject to the requirement that funding is made available for bike share specifically, whereas scooters and other micromobility devices may be part of the program but operations may not funded from the MTC grant. Therefore billing must be related to the bike share operations.
15. Regular Operations Review Review and provide on a quarterly basis reports, maps, and data pertaining to membership, ridership, fee structure, and trips and routes. Contractor will also share all raw data related to user complaints with SCTA/TAM. Based on the data Contractor is expected to develop recommendations that promote increased use of the system, promote closer coordination with bike share micromobility system partners (e.g. transit operators, major employers), and reduce or eliminate any operating deficits. Any recommendations for complementary bicycle or pedestrian infrastructure or transit service improvements will need prior SCTA/TAM approval. Contractor will meet with SCTA/TAM or other partner agencies or stakeholders as needed to discuss program modifications.
16. Risk Management Contractor will purchase, manage, and maintain all necessary insurance policies needed to protect all people and property related to the program. Contractor shall indemnify, hold harmless, and defend the SCTA, TAM, MTC, all partner jurisdictions, and partner properties (including their respective elected officials, officers, agents and employees) from and against any and all claims, litigation, demands, damages, liabilities, costs, and expenses, including court costs, attorney’s fees, experts fees and other costs and fees of litigation or other dispute resolution proceedings (“Claims”) resulting or arising from Contractor’s performance, or failure to perform, except Claims arising out of the SCTA’s or TAM’s sole negligence or willful conduct. Contractor shall indemnify, defend and hold harmless MTC and its board members, officers, agents, and employees from any and all claims, demands, suits, loss, damages, injury, and/or liability (including any and all costs and expenses in connection therewith), caused by any negligent or otherwise wrongful act or omission of Contractor, its officers, agents, or employees.