CITY OF RICHMOND
STANDARD CONTRACT
Department: Project Manager:
Project Manager E-mail:
Project Manager Phone No:
PR No: Vendor No: P.O./Contract No:
Description of Services:
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Parties. The parties to this Contract are the City of Richmond (herein referred to as the “City”) and the following named Contractor:
Company Name:
S t r e e t A d d r e s s :
City, State, Zip Code:
Contact Person:
T e l e p h o n e : E m a i l :
Business License No: / Expiration Date:
A California [ ] corporation, [ ] limited liability corporation [ ] general partnership, [ ] limited partnership, [ ] individual, [ ] non-profit corporation, [ ] individual dba as [specify:] , [ ] other [specify:]
2. Term.
The effective date of this Contract is and it terminates unless terminated as provided herein.
3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $ . City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.
4. Contractor’s Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
5. City's Obligations.
City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
Transportation Services Denée Evans
[email protected] (510) 621-1718
Technology and technology-enabled integration services for On Demand Local Electric Shuttle Nomad Transit, LLC
10 Crosby Street, Floor 2
New York, NY 10013
Garrett Brinker
(574) 286-4710 [email protected]
Delaware LLC
October 1, 2021
July 7, 2024
1,000,000
✔
DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9
6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.
7. General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.
8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)
9. Insurance Provisions.
This Contract is subject to the Insurance Provisions
(Exhibit F) which are attached hereto and are incorporated herein by reference.
10. Signatures. These signatures attest the parties' Contract hereto:
CITY OF RICHMOND CONTRACTOR:
a municipal corporation
By:
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
Title: By:
I hereby certify that this Contract Title:
has been approved by City Council.
Date Signed:
By:
C i t y C l e r k
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:
By :
By: Title:
City Attorney
D a t e S i g n e d :
(N O T E : P u r s u a n t t o C a l i f o r n i a C o r p o r a t i o n s Code Section 313, if Contractor is a corporation
or nonprofit organization, this Contract (1) must
be signed by (a) the Chairperson of the Board,
President or Vice-President and
(b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer.
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Standard Contract/EJ/TE 9-26-07
Nomad Transit, LLC
DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A 10/7/2021
Manager
DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 10/19/2021
Mayor
For the Contract between the City of
Richmond and
EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the , perform the following services and be compensated as outlined below:
See the attached Transit-as-a-Service Order. Per the terms of the CMO Voucher program, Nomad Transit is to provide up to one year of program development assistance, up to two years of shuttle operations, and is renewable for the two additional years of service not funded by the Voucher program.
Transportation Department
Nomad Transit, LLC
DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 For the Contract between the City of
Richmond and
EXHIBIT B
PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES
THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT
AMENDMENT HAS BEEN APPROVED BY T H E C I T Y C O U N C I L O R T H E C I T Y MANAGER}
1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.
2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc). Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.
3. Contractor shall submit timely invoices to the following address:
Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Department:
PO Box 4046
R i c h m o n d , C A 9 4 8 0 4 - 0 0 4 6
4. All invoices that are submitted by Contra ctor shall be subject to the approval of the City’s Project Manager, before payments shall be authorized.
5. The City will pay invoice(s) within 45 days a fter completion of services to the City’s satisfaction. The City shall not pay late fees or interest.
6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.
7. All insurance coverage required by this C ontract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.
Denée Evans
Nomad Transit, LLC
Transportation Services
Denée Evans
DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 For the Contract between the City of
Richmond and
EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. Notices . All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.
1. 1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
City of Richmond
Richmond, CA 94804-0046
1. 2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
Nomad Transit, LLC
Nomad Transit, LLC
Denée Evans
440 Civic Center Plaza, 2nd Floor
Garrett Brinker
10 Crosby Street, Floor 2
New York, NY 10013
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EXHIBIT D
GENERAL CONDITIONS
1. Independent Contractor . Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.
2. Brokers
. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.
3. City Property . The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
4. Patents, Trademarks, C opyrights and Rights in Data
. Contractor shall not
publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 General Conditions/EJ/TE 01-19-11 2 of 13
import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.
Contractor further agrees to assist City, at City's expense, in every proper way to secure the City’s rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.
5. Inspection
. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.
If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.
6. Services
. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.
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Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.
7. Records . Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.
Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this C ontract's termination (or for any further period that is required by law) and until all Fede ral or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make thes e records available to authorized representatives of the CITY, the State of California, and the United States Government.
Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor’s accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract , or for such longer period as may be required by law.
Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.
City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.
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Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.
8. Changes and Extra Work . All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:
Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.
If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.
In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.
9. Additional Assistance . If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 General Conditions/EJ/TE 01-19-11 5 of 13
any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.
10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all professional licenses, certifications, and approvals necessary to engage in their occupations.
City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.
11. Business License. Contractor shall obtain a Richmond Business License before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
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13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
15. Indemnification.
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys’ fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.
Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys’ fees; court costs; and costs of alternative dispute resolution. Contractor’s obligation to DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 General Conditions/EJ/TE 01-19-11 7 of 13
indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor’s work or work product by any indemnified party shall not affect, relieve or reduce the Contractor’s indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.
The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section
15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.
16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 General Conditions/EJ/TE 01-19-11 8 of 13
responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.
17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.
19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.
Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.
Contractor shall comply with § 2.28. 030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.
Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at
http://www.ci.richmond.ca.us/workplacepolicies . Contractor agrees to abide by the terms and conditions of said policies.
20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 General Conditions/EJ/TE 01-19-11 9 of 13
under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.
The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
21. Integration. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.
22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.
23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 General Conditions/EJ/TE 01-19-11 10 of 13
City reserves the right to employ other Contractors in connection with the project.
25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable) , or any corresponding responsibilities of City, shall be deemed extraneous to, and not a part of, this Contract.
26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.
Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.
28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:
All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.
No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.
DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 General Conditions/EJ/TE 01-19-11 11 of 13
29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."
30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.
This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.
31. Nonrenewal
. Contractor understands and agrees that there is no
representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.
32. Claims
. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
33. Interpretation. This Contract shall be interpreted as if drafted by both parties.
34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
35. Severability
. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 General Conditions/EJ/TE 01-19-11 12 of 13
toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.
37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.
Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.
39. Performance and Final Acceptance.
Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.
Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.
DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 General Conditions/EJ/TE 01-19-11 13 of 13
City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.
If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment.
40. Survival. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion.
DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9
EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):
See attached Master Terms and Conditions for Via Transit as a Service.
Please see the following page for Via’s comments on Richmond’s standard contract.
For the Contract between the City
of Richmond andNomad Transit , LLC
DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 TR aOLgQ ZLWh ZhaW Ze aUe acWXaOO\ SURYLdLQg aQd SURWecWRXU LQWeOOecWXaO SURSeUW\ ULghWV, SOeaVe XSdaWe SecWLRQ 3 aV VeW fRUWh beORZ aQd deOeWe VecWLRQ4? The ULghWV WR aSSOLcabOe SOaQV, dUaZLQgV, UeSRUWV,caOcXOaWLRQV, daWa, VSecLfLcaWLRQV, YLdeRV, gUaShLcV RU RWheU PaWeULaOV SUeSaUed fRUor obtainedpursuant toWhLV CRQWUacW, ZhLch, XSRQ UeTXeVW, aUe WR be deOLYeUed WR CLW\ ZLWhLQ a UeaVRQabOeWLPe, VhaOO be deePed aVVLgQed WR CLW\. If aSSOLcabOe, CRQWUacWRU VhaOO SUeSaUe checN SULQWVXSRQ UeTXeVW. NRWZLWhVWaQdLQg Whe fRUegRLQg, CRQWUacWRU VhaOO QRW be RbOLgaWed WR SURYLde WR CLW\SURSULeWaU\ VRfWZaUe RU daWa ZhLch CRQWUacWRU haV deYeORSed RU had deYeORSed fRU CRQWUacWRU'VRZQ XVe; SURYLded, hRZeYeU, WhaW CRQWUacWRU VhaOO, SXUVXaQW WR SecWLRQ 15 beORZ, LQdePQLf\,defeQd aQd hROd haUPOeVV CLW\ fURP aQd agaLQVW aQ\ dLVcRYeU\ RU PXbOLc RecRUdV AcW UeTXeVWVeeNLQg Whe dLVcORVXUe Rf VXch SURSULeWaU\ VRfWZaUe RU daWa.For the avoidance ofdoubt, no e[change of or license to intellectual propert\ rights is contemplated hereunder.For the avoidance of doubt, all intellectual propert\ rights in and tothe Via Solution and all of their derivative Zorks and improvements are oZned b\, andare proprietar\ to Contractor. No right, title or interest in or tothe Via Solution or an\ portion thereof is or shall be granted or transferred to Cit\under this Agreement, Zhether b\ license or otherZise; and Cit\ acknoZledges andagrees that it shall have no right to use, reproduce, distribute, sublicense, modif\or otherZise provide to third parties, the Via Solution, in Zhole or in part.
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IQ Whe eYeQW Rf a cRQfOLcW beWZeeQ WheVe GeQeUaO CRQdLWLRQVaQd WhRVe Rf aQ\ E[hLbLW RU aWWachPeQW heUeWR, WheVe GeQeUaO CRQdLWLRQV VhaOOSUeYaLO; SURYLded, hRZeYeU, WhaW aQ\ SSecLaO CRQdLWLRQV aV VeW fRUWh LQ E[hLbLW E VhaOO SUeYaLORYeU WheVe GeQeUaO CRQdLWLRQV.In the event of a conflict betZeen the terms and conditions of an\tZo or more E[hibits or attachments hereto, those prepared b\ Cit\ shall prevailover those prepared b\ the Contractor, and the terms and conditions preferredb\ the Cit\ shall prevail over those preferred b\ the Contractor
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DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 For the Contract between the City of
Richmond and
EXHIBIT F
INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.
Nomad Transit, LLC
Any deductible or self -insured retention in excess of $100,000 must be declared to and approved by the City. Contractor is responsible for satisfaction of the deductible and/or self -insured retention for each loss.
DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 Transit as-a-Service (TAAS) SERVICE ORDER1
1. Purpose; Scope
B\ WhiV VeUYice RUdeU (Whe ³Order´), NRPad TUaQViW, LLC (³Nomad´), a ZhROO\ RZQed VXbVidiaU\ Rf Via TUaQVSRUWaWiRQ, IQc. (³Via´), aQd CiW\ Rf RichPRQd (³Customer´) agUee WR collaborate WRZaUdV Whe iQiWiaWiRQ Rf CXVWRPeU¶V dePaQd UeVSRQVe WUaQViW VeUYice iQ RichPRQd, CaOifRUQia, (as agreed upon by the parties during the planning and design stages of the Pilot (as defined herein)) for 22 months following launch thereof, subject to extension by mutual agreement of the parties.
In accordance with the Agreement, Nomad will provide Customer with technology and technology-eQabOed iQWegUaWiRQ VeUYiceV (Whe ³Services´), acWiQg aV a bURNeU cRRUdiQaWiQg Whe services of third-party service providers to effectuate the on-dePaQd WUaQViW VeUYice (Whe ³Pilot´).
Nomad will contract with third party service providers to effectuate such integration, including with fleet managers, vehicle suppliers, driver partners, background check providers, customer service support agencies, a payment processor and insurance brokers and underwriters.
NRPad¶V SeUYiceV ZiOO iQcOXde:
Ɣ Localization of a proprietary cloud-based dynamic vehicle routing and real-time passenger aggregation system;
Ɣ Access to the Via mobile rider application (iOS and Android) for individuals using Whe CXVWRPeU¶V VeUYice (³RideUV´) WR bRRN aQd Sa\ fRU UideV WhURXgh a VPaUWShRQe; Ɣ Access to telephonic bookings for Riders who do not have access to a smartphone; Ɣ Access to the Via mobile driver application for drivers to route and service rides through a smartphone or tablet;
● EVWabOiVh UeOaWiRQVhiS ZiWh YehicOe UeQWaO cRPSaQ\ (³Vehicle Partner´) WR SURYide access to vehicles on a rental basis to iQdeSeQdeQW cRQWUacWRU dUiYeU SaUWQeUV (³Driver Partners´) ZhR VhaOO SURYide WUaQVSRUWaWiRQ VeUYiceV;
Ɣ Accompanying technical and operational support service; Ɣ Marketing and outreach initiatives as described herein.
Ɣ Data sharing and reporting as described herein.
Conflicts between this Service Order and any other terms and conditions or written agreements between the parties shall be resolved in favor of this Service Order.
2. Duration & Launch Date
1 All capitalized terms used but not defined herein shall have the meaning set forth in the Master Terms and CRQdiWiRQV fRU Via TUaQViW aV a SeUYice VigQed b\ NRMad aQd CXVWRPeU (Whe ³Terms´).
DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 The duration of the Pilot shall last for a period of 22 months following the launch date (the ³Initial Term´), VXbjecW WR e[WeQViRQ b\ PXWXaO agUeePeQW Rf Whe SaUWieV RQ WeUPV WR be agUeed (including any increase in monthly fees for additional months).
The Customer will provide written notice to proceed to Nomad at least 12 weeks prior to service launch. For the avoidance of doubt, notice to proceed can only be written by Customer once the contract and appendices (including the Order) are final and signed, and any necessary local and regulatory approvals have been received or registrations completed. Upon receipt of such ZUiWWeQ QRWice WR SURceed, NRPad ZiOO cRPPeQce ORcaO SUeSaUaWiRQ fRU OaXQch (³Launch Preparation Period´). SeUYice RSeUaWiRQ ZiOO begiQ RQ a PXWXaOO\ agUeeabOe date, no earlier than January 4, 2022, unless Nomad and the Customer define an alternative mutually agreeable daWe iQ ZUiWiQg (³Launch Date´). DeOiYeU\ WiPeOiQe Rf Whe SeUYiceV WhaW aUe deSeQdeQW RQ daWa from third parties (such as multimodal integrations) will be determined in writing once NoMad has received all relevant data from such third parties.
3. Fees
The Fees for the service described in this Order are:
The table below outlines the payment structure, in which Customer would be charged an upfront fee, a price per driver hour, and a price per ride. All regulatory fees related to the service will be charged as a pass through cost. The Pilot shall include a fleet of vehicles as described in Section 4, Service Parameters, subject to extension by mutual agreement of the parties on terms to be agreed (including any change in fees). The total contract value shall not exceed $989,227 for the Initial Term.
Customer will be billed for the above fees as described below. Driver hours and rides will be billed as incurred at the end of each month. Customer shall pay the following fees to Nomad:
DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 Fixed (Upfront) Costs
Customer shall pay to Nomad a non-refundable installation fee of $14,667, 50% of which ($7,333.50) will be payable upon signing of this Order, and the remaining 50% ($7,333.50) will be payable upon launch of the Pilot.
Ongoing Invoice Fees
Customer shall pay the following fees to be invoiced monthly by Nomad, starting upon launch of the Pilot:
Ɣ $78.96 per driver hour
Ɣ $0.10 per ride
Minimum fees: Notwithstanding the foregoing, the monthly ongoing invoice fees payable by Customer shall not be less than $25,000 per month for the duration of the Pilot.
Nomad will invoice Customer on or around the 15th of each month for driver hours and rides incurred in the prior month.
ShRXOd chaQgeV iQ aSSOicabOe fedeUaO, VWaWe RU ORcaO OaZ UeVXOW iQ a VigQificaQW chaQge iQ NRPad¶V costs, Nomad or Customer may opt to renegotiate the ongoing on-demand service hour fees.
Fare Revenue
Customer shall set up a partner account with Braintree and collect and own all revenue from service fares, net of service fees, starting upon launch of the Pilot. Customer may choose to designate any amount of revenue from service fares, net of service fees, for the purchase of additional driver hours.
4. Service Parameters
NRPad ZiOO SURYide acceVV WR a SOaWfRUP VeUYice (Whe ³Platform´) WhURXgh Zhich RideUV ZiOO be able to book and pay for rides on a shared and on-demand basis; and dedicated vehicles will be offered by the Vehicle Provider to Driver Partners on a rental basis.
Ɣ Geographic Coverage Zone: Approximately 6 square miles coverage zone in Richmond, California.
Ɣ Service Days/Hours: Monday through Friday, 7am to 7pm Ɣ Rider Fare: The rider fare will be $2, however rider fares will be free for designated groups, to be mutually determined by Customer and Nomad in writing During the duration of the Pilot, rider fare may be amended by mutual agreement between Customer and Nomad.
Ɣ Nomad will ensure acceptance of Rider payment through the app via credit cards and pre- paid debit cards.
Ɣ Vehicle Fleet: The Vehicle Provider will offer a fleet of up to 3 branded, licensed and insured vehicles, to be made available to independent contractor Driver Partners, who will be able to gain access to these vehicles after being registered onto the Platform.
DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 Nomad will ensure the execution of the necessary registrations and licensing to perform the Services, with the cooperation and assistance of the Customer.
Parking: Customer shall identify and make available a depot or parking lot with ample overnight parking for the dedicated fleet. The depot/lot must be in a safe and lighted area inside the boundaries of the service zone, and ideally be located within walking distanc e of a publicly accessible bathroom or shall come equipped with a port-a-potty.
5. Project Team & Governance
Nomad will be responsible for the integration of all relevant elements of the Pilot on a continuous basis during the course of the Pilot and will designate a project manager for this purpose (the ³Nomad Project Manager´) ZhR ZiOO Oead NRPad¶V PURjecW TeaP. CXVWRPeU ZiOO deVigQaWe a project manager to be the primary point of contact with Nomad throughout the duration of the Pilot (Whe ³Customer Project Manager´). The NRPad PURjecW MaQageU ZiOO be iQ UegXOaU cRQWacW ZiWh the Customer Project Manager through informal and scheduled project meetings.
The Nomad Project Manager will be empowered to enact day-to-day decisions related to the Services and will serve as the primary point of contact with the Customer Project Manager on an ongoing basis. The Nomad Project Manager will appoint members to the Project Team to assist in the integration of the various elements of the Pilot, to include personnel with expertise in service scoping, independent contractor driver outreach and registration to the Platform, fleet maintenance procurement, marketing, and data analytics. For the avoidance of doubt, the Nomad Project Manager will have no power to serve notice or amend the Agreement, or this Order.
LeadiQg XS WR Whe OaXQch Rf, aQd dXUiQg Whe cRXUVe Rf Whe PiORW, NRPad¶V PURjecW TeaP, Oed b\ Whe Nomad Project Manager, will liaise with the Customer Project Manager over the key deliverables of this Order and to endeavor to maximize ongoing service optimization.
6. Driver Partner Registration & Supply Management
Nomad will source Driver Partners to provide transportation services to Customer through the Platform. Nomad will engage in a good faith effort to register Richmond residents as Driver Partners.
Nomad will ensure that Driver Partners have appropriate licenses, permits, and insurance required for the type of vehicles being operated. As part of Driver Partner registration for access to the Platform, all Driver Partners will be introduced to Nomad with the following areas covered: familiarization with the PiORW VeUYice aUeaV; hRXUV Rf VeUYice; CXVWRPeU¶V e[SecWaWiRQV; use of the Driver App; and reporting incidents and delays in service.
Nomad will be responsible for ensuring that there is adequate driver supply for each service zone within designated hours to meet demand with optimal quality of service, given constraints.
7. Rider and Driver Partner Support
DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 Nomad will ensure the provision of customer service and support for Driver Partners and Riders on issues that arise in connection with use of the Platform.
Following each ride, the Rider will be prompted to submit a ride rating with feedback in the app.
If an issue arises for a Rider or Driver Partner before, during, or after a ride, these parties will be able to reach customer support staff by phone, or by submitting an email ticket, which will be replied to promptly by such customer support staff.
8. Marketing, Promotions, & Press
Nomad shall work closely with Customer to determine a unified marketing and promotional program that increases community awareness of the service and maximizes its success.
The Pilot, including the rider app will be co-bUaQded aV ³SRZeUed b\ Via´. The ³SRZeUed b\ Via´ banner must be used only in the exact format provided by Nomad and will be prominent on all assets promoting the Pilot, including (but not limited to) printed collateral, digital materials, ZebViWeV, aQd aQ\ YehicOe ZUaSV. The ³SRZeUed b\ Via´ baQQeU ZiOO haYe eTXaO SURPiQeQce RQ all marketing materials to any additional partner logos or trademarks. Nomad may provide pre- approved brand assets and guidelines that must be complied with in all marketing communications distributed by the Customer.
All Customer-deYeORSed cRQWeQW WhaW SeUWaiQV WR Via¶V bUaQd, WechQRORg\, aQd RSeUaWiRQV PXVW be reviewed and approved in writing (i.e. email) by Nomad before distribution. A minimum of five business days review time must be provided in advance to NoMad] for its review.
Nomad shall provide marketing strategy for the Pilot, including the following activities and tactics:
Ɣ Develop a marketing plan to guide the overall strategy and tactics to drive Rider awareness, acquisition, and growth.
Ɣ Design key marketing collateral (print and digital).
Ɣ Design vehicle branding/graphics in coordination with the Customer.
Ɣ Create virality by providing an intuitive and frictionless referral program with customizable incentive structures that creates opportunities for Riders to become the VeUYice¶V biggeVW aPbaVVadRUV.
Ɣ Manage digital marketing campaigns to build awareness and drive service adoption.
Ɣ Propose and implement in-app promotional programs to drive Rider activation, retention, growth.
Ɣ Customer shall assist with the execution of the marketing plan and promotion of the Platform to Riders, and will coordinate closely with Nomad in all respects, including the following activities:
Ɣ Develop a media relations plan to drive publicity for the service unique to this area, including a press release and kick-off event that is planned in conjunction with Nomad.
All key project messaging used for public relations purposes is to be developed in collaboration with Nomad. Any media announcement on the Pilot will be made available fRU NRPad¶V UeYieZ aQd aSSURYaO SUiRU WR Whe Launch Date.
DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9 Ɣ Implement community outreach plan by meeting with key organizations and community members ahead of Launch Date and throughout the duration of Pilot to educate, build awareness, and garner support for the service.
Ɣ Engage with local city leaders and politicians; request support in reaching out to their communities through their own communication channels.
The Customer shall provide Nomad with a detailed marketing plan for the portions of marketing that the Customer is leading at least 4 weeks before the launch of the service. Nomad and Customer will work collaboratively to refine the plan as needed. For the avoidance of doubt, Nomad will have the flexibility to execute similar marketing initiatives as the Customer at its own expense. In such cases, Nomad will coordinate with the Customer in advance.
9. Data Sharing & Reporting
NRPad ZiOO VhaUe daWa fURP Whe PiORW aV VeW fRUWh iQ ASSeQdi[ 1 (Whe ³PiORW DaWa´).
The Pilot Data shall be made available in formatted numerical and graphical reports.
For the avoidance of doubt, the information above constitutes proprietary trade secrets of NoMad and Via and shall be subject to the confidentiality obligations set forth in the Agreement.
VIA: NoMad Transit LLC
CUSTOMER: THE CITY OF RICHMOND
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Authorized Signature
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Printed Name
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Title
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Authorized Signature
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Printed Name
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Title
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Date Signed
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Date Signed
DocuSign Envelope ID: E535D83F-A718-4CE9-AD15-71063632BB3A Erin Abrams
10/7/2021
Manager
DocuSign Envelope ID: BCA84529-5C80-4463-9E13-A14822E0C7D9