CITY OF RICHMOND
STANDARD CONTRACT
Department: City Manager Project Manager: Misha Kaur
Project Manager E-mail: Project Manager Phone No:
[email protected] (510) 620-6797
PR No: Vendor No: 13974 P.O./Contract No: 4755
The vendor wilf sign, construct, install, market, operate, and maintain a network of 250 shared electric assist bicycles that are a vital part of Richmond's transportation network 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: Gotcha Ride LLC
Street Address: 7 Radcliffe St., Suite 200
City, State, Zip Code: Charleston, SC 29403
Contact Person: Sean Flood
Telephone: (843) 647-7283 Email: [email protected] Business License No: 40058818 / Expiration Date: June 17, 2020 A California corporation, L limited liability corporation • general partnership, limited partnership, L 7 individual, non-profit corporation, individual dba as [specify:]_
other [specify:]
Term. The effective date of this Contract is June 17, 2019 and it terminates December 31, 2022 unless terminated as provided herein.
Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ 868,000 • 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.
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.)
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
Gotcha Ride LLC
By:
* The Corporation Chairperson of the Boar
resident or Vice President should sign below
Tille: Mayor By:
I hereby certify that this Contract Title: Ceo
has been approved by City Council.
Brill ila Deson Asst. Date Signed: 0le/a5|19
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
By:
Title:
City Attorney
Date Signed:
ecretary any Assistant Secretary, the Chie
inancial Officer or any Assistant Treasure
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
Siandard ContracUEJ/TE 9-26-07
For the Contract between the City of
Richmond and Gotcha Ride LLC
EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the Project Manager, perform the following services and be compensated as outlined below:
CONTRACTOR will design, construct, install, market, operate, and maintain a publicly available dense network of 25 stations and 250 bicycles that will enhance multimodal mobility for Richmond residents, employees, and visitors. The CONTRACTOR agrees to perform the services described in the Contract Documents (alternatively, the "Work"). The primary purpose of the Work is for the CONTRACTOR to design, acquire, install, implement, and manage a bike sharing Service to the public at large (the "Project") at locations approved by the City. The City is providing funding for this Project through the Bike Share Capital Program ("Grant Funds") tunded by the Metropolitan iransportation Commission. The Grant Funds are in a fixed reimbursement basis only and will require the CONTRACTOR to meet all applicable requirements. It shall be the CONTACTOR's responsibility to provide the specific services set forth. Nothing in the Contract Documents shall be construed to limit the CONTACTOR's responsibility to manage the details and execution of its Work, it being understood that the City is relying on CONTRACTOR's experience with designing, implementing, managing and operating similar projects in other cities. The CONTRACTOR will furnish all of the material, Supplies, tools, equipment, labor, and other services necessary for the completion of the project described herein.
The Goals of a bike share system in Richmond are:
1. Implement a bike share system to provide a low cost trip option and enhance community access to multiple public transit networks, amenities, and key destinations throughout the City.
2. Provide an equitable mobility option that improves public health, quality of life, and economic vitality.
3. Introduce new people to bicycling by reducing financial barriers to transportation and complementing transit service for underserved populations.
4. Increase the visibility of bicycling and strengthen community perception of bicycling as a form of transportation.
5. Promote and encourage bicycling as a safe and sustainable mode of transportation for short local trips and provide first-mile and last-mile options in the vicinity of the City's major transit hubs and Priority Development Areas (PDAs, which are locally nominated areas that accommodate the majority of planned housing and job growth in the Bay Area's regional transportation and land use plan).
6. Increase participation of the private sector in promoting bicycling and active transportation.
7. Maximize modal shift from driving to bicycling to reduce traffic congestion and improve air quality.
8. Create long term financial sustainability through a combination of grant funds, memberships, user fees, and sponsorships.
9. Strengthen the Richmond economy by creating jobs for Richmond residents.
CONTRACTOR may have additional shared mobility products (including but not limited to scooters, trikes, and rideshare) that the City and CONTRACTOR may desire to add to this Agreement from time to time. The City and CONTRACTOR will mutually agree to add an Exhibit A/ Service Plan Page 1 of 19
For the Contract between the City of
Richmond and Gotcha Ride LLC
additional Scope of Services to allow for the additional shared mobility products. At no point will CONTRACTOR receive any funding for the additional shared mobility products through the existing Bike Share Capital Program funding from Metropolitan Transportation Commission.
City will provide reimbursement to CONTRACTOR for up to $868,000 in Metropolitan Transportation Commission (MTC) Capital Bike Share Program funds. In addition to the MTC Grant funds, the City is open to pursuing a number of funding opportunities including grants and public/private partnerships.
The CONTRACTOR will be responsible for all aspects of Richmond's initial bike share launch and operations including: final system planning, any necessary permitting design; equipment purchases, construction/installation, pre-launch and ongoing marketing operations, maintenance, ongoing customer service financial transaction handling, dispute resolution, evaluation, and reporting. All system assets will be owned by the Contractor.
Definitions
DEFINITIONS. The following words and phrases, when used in this Agreement, shall have the meanings described below, except where the context clearly indicates a different meaning:
Adjustment - permanent or temporary changes to the Station's size or configuration, and changes to the Street Treatments and Street Markings as necessitated by such, without changes to the Station location;
Assessment Period - has the meaning given such term in paragraph 2(F); Backend Software and Computer Hardware - an electronic interface enabling, among other things, Stations, Bicycles, subscriber customer service, cellular service, RFID cards or fobs, CONTRACTOR's website, and call center to function; Bicycle - a vehicle with 2 pedals and with 2 wheels held in a frame aligned one behind the other and steered with a steering wheel. "Bicycle" shall not include motorized vehicles, including scooters or mopeds. For the avoidance of doubt, electric assisted bicycles constitute Bicycles and do not constitute motorized vehicles; Bicycle Availability - conformance with the required Bicycle Fleet Level; Bicycle Fleet Level - number of Bicycles that are operational, on-the-street and available for public use;
Bicycle Maintenance - at a minimum, the following checks are performed on a Bicycle with deficient elements repaired or replaced as necessary:
a) Inspect tires to ensure correct function;
b) Check tightness of handlebars, headset bearings, and full handlebar range of motion (left to right);
c) Check tightness of seat, seat post quick-release, and ensure the seat post moves freely in full range of motion (up and down);p d) Check brake function (front and rear);
e) Check grips for wear and brake levers for tightness and damage; f) Check bell for tightness and correct function;
Exhibit A/ Service Plan Page 2 of 19
For the Contract between the City of
Richmond and Gotcha Ride LLC
g) Check handlebar covers for damage and instruction stickers; h) Check front basket for tightness and damage;
Check for correct gears and shifter function through all gears; Check front and rear fenders for damage, and clean outside of fenders;
k) Check front and rear tires for damage or wear,
1) Check front and rear wheels for damage for trueness, broken, or bent spokes and hub or axle tightness;
m) Check front and rear LED lights;
n) Check reflectors to ensure they are present, clean, and undamaged;
0) Check the onboard locking equipment and locking mechanism; Inspect belt drive and ensure correct function;
9) Check locking mechanism and ensure correct function; r) Check pedals and cranks for tightness; and
s) Take brief test ride to ensure overall correct function of Bicycle.
Capital Equipment - Bicycles, Stations, Map Frame, and all physical components that make up the bike-share system;
Cluster-shall mean, with respect to any Station, the Stations located within a quarter of a mile from such a Station, unless fewer than 3 other Stations are located within a quarter of a mile from such Station, in which case such Station's Cluster shall mean the 3 other Stations located closest to such station;
Cluster Outage - an instance when either: a) there are no empty, Operable Docks available at any of the Stations in a Cluster; b) there are no bicycles available for use at any of the Stations in a Cluster. (Bicycles Wrenched in Docks are not considered as available for use.);
Community Air Risk Evaluation (CARE) Program Area - areas where air pollution contributes most to health impacts and where populations are most vulnerable to air pollution. The impacted areas with elevated pollution levels are mapped by the Bay Area Air Quality Management District (BAAQMD) accessible online at http://www.baaqmd.gov/community-health/community-health-protection- program/community-air-risk-evaluation-care-program
Community of Concern (COC) - areas within the Participating Cities designated by Metropolitan Transportation Commission (MTC) accessible online at https://opendata.mtc.ca.gov/. Such designation is subject to change from time to time; Consumer Price Index (CPI) - a measure of the average change over time in prices paid by urban consumers for market basked of consumer goods and services measured by the Consumer Price Index for all Urban Consumers, as published from time to time by the Bureau of Labor Statistics, U.S. Department of Labor; CPI Adjustment - shall mean, with respect to a specific cost, that such cost is subject to annual adjustment each January 1 based on changes in the CP! from the Effective Date to the date of adjustment:
Exhibit A/ Service Plan Page 3 of 19
For the Contract between the City of
Richmond and Gotcha Ride LLC
Crash - every incident or event involving a subscriber, Bicycle user, and/or Bicycle, resulting in personal injury to the subscriber or others, or property damage to the Bicycle or to the property of others;
Deactivation - shut down of the Dock and or Terminal, removal of all Bicycles present, installation of physical barriers on all Docks that prevent docking of Bicycles and designation of Station as "Out of Service" on the program website, Informational Panel, app, and all other real-time data sources. A Deactivation event is not over until the Station has been reactivated;
De-Installation - at a minimum, (i) the temporary or permanent full removal of the Station and its associated Street Treatments, and, (i) the designation of Station as "Out of Service" on, or removal of the Station from, the program website, app, and all other real-time data sources;
Dock - a locking mechanism contained on a Station designed to receive a Bicycle for locked storage;
Effective Date - the date on which this Agreement is executed by all parties; Equipment Maintenance Record - detailed records of all maintenance performed on all Capital Equipment;
Fully Operational - one hundred percent (100%) of the Stations functional and available for use for bike-sharing Service as determined by the Project Manager; Functional Specifications - specifications set forth in Attachment 3; Hacking- unauthorized and intentional access to the Backend Software and or Computer Hardware for the Program;
Informational Panel - the printed material displayed inside the Map Frame; Key Performance Indicators (KPls),- has the meaning given such term in Attachment 2;
KPI Failure Notice - has the meaning given such term in paragraph 2(K); Map Frame - a two-sided metal informational display unit, including translucent covering and lock;
Operational Date - the date, six months from the issuance of the Purchase Order by the CONTRACTOR, or when the CONTRACTOR shall ensure that one hundred (100%) of the Stations, for which all required permits have been issued, are installed and ready to be operational; whichever is shortest;
Net Profit/Loss - The sum of System Revenues, Sponsorship Revenues, Grants and any additional secured Funding minus System Costs;
Notification - all information provided by the City or the general public to the Contractor about a specific deficit concerning the Service, Capital Equipment or operations of the Exhibit A/ Service Plan Page 4 of 19
For the Contract between the City of
Richmond and Gotcha Ride LLC
System by written document, e-mail to Contractor's public information e-mail address for the bike share program, or telephone call to Contractor's call-in center for the bike share program;
Operable Dock - a Dock that can both rent and receive bicycles from all bike share program users and is not physically obstructed in a manner that would prevent such use; Operable Station - a Station at which at least 90% of all installed Docks are Operable Docks from which bike share program users can check out and return a Bicycle; Peak Hours - has the meaning given such term in paragraph 2(F); Program - Capital Equipment, Stations, website, Backend Software and Computer Hardware;
Program Area - the entire area of the City of Richmond; Program Fleet - the total number of Bicycles required to serve the Program Area; Project Manager - City staff/employee or the person or persons designated by the City to oversee the Project;
RFID card or fob - Radio Frequency Identification (RFID) technology in the form of a card or fob that allows users to unlock and check out a bicycle; Service - the use of the Capital Equipment by the public at large after the Operational Date;
Site Plan - an illustration which shows the proposed location of a bike-sharing Station, with distances and dimensions from the nearest property line, all relevant public or private easements, and at least two fixed objects. The Site Plan shall depict the locations of all above and below ground structures, utilities, infrastructure, and appurtenances in the immediate vicinity;
Sponsorship - Funds donated by third parties to be used towards acquisition, launch, marketing, and operation of the System. Sponsors may be provided recognition through a number of different venues depending on the amount of sponsorship. The following types of third parties shall not be eligible to participate in the sponsorship program: any business of organization that restricts membership or access based upon any category protected under the City's civil rights ordinance or state or federal law and/or any business or organization that is not legally open to, or may not legally sell its products or provide its services to citizens of all ages;
Station - a designated area on publicly or privately owned real property, which area contains one or more of the following items made available by the CONTRACTOR to perform the Work: Bicycles, Docks, Terminal, Technical Platforms, Helmet Rental Service, Map Frame, when applicable, Street Treatments) and Street Markings, designed in accordance with the Functional Specifications set forth in Attachment 3; Station Cleaning - at a minimum the following tasks are to be performed by CONTRACTOR at each Station: removal of litter at stations; and as needed power Exhibit A/ Service Plan Page 5 of 19
For the Contract between the City of
• Richmond and Gotcha Ride LLC
washing of the Docks and Street Treatments comprising a Station and the pavement area on which a Station is situated.
Station Protective Devices - all pavement markings/paint, islands, and/or protective bollards, at or adjacent to Station locations;
Street Marking(s) - thermoplastic paint markings and/or striping on the pavement for the express purpose of demarcating a Station;
Street Treatments - three-dimensional objects used to demarcate the Station, and protect it from adjacent parking and moving traffic. Such objects may include, but are not limited to, delineators and wheel stops;
Supplies - computers, software, Terminal paper, RFID cards, office furniture, and office supplies;
System - the equipment, CONTRACTOR's website, and Backend Software and Computer Hardware;
System Costs - All expenses required to purchase and operate the system in accordance with the terms of Exhibit A.
System Revenues - Funds derived for the System, including subscription fees and usage fees (less credit card fees and taxes) and funds raised through sponsorship efforts;
Technical Platform - a base component which rests on the ground and supports the Docks, Terminal, and Map Frame;
Terminal - a kiosk which provides Bicycle rental instructions, contains payment equipment (i.e. credit card device), and includes all other means necessary for the rental of Bicycles and helmets;
Trips - use of a Bicycle from one Station to another Station or back to the initial Station; Wrench - action of locking a Bicycle in a Dock such that it cannot be released by bike share program user pending action by the CONTRACTOR;
CONTRACTOR will provide services in the areas of system development, procurement, installation and launch, system operations and maintenance, and financial and business operations as set forth in this Agreement.
1. SYSTEM DEVELOPMENT, PROCUREMENT, INSTALLATION, AND LAUNCH 1(A). ORGANIZATIONAL DEVELOPMENT
CONTRACTOR will design and set up or already have in place and describe a business organization that is capable of completing alltasks in this Service Plan. This will include office and warehouse setup, staffing, administrative and office systems, risk management, legal compliance, accounting and reporting systems, policy manuals, user rules and regulations, payroll, HR systems and other activities and systems as needed Exhibit A/ Service Plan Page 6 of 19
For the Contract between the City of
Richmond and Gotcha Ride LLC
1(B). FINALIZE STATION LOCATIONS
CONTRACTOR will lead a public process and engage the community through a variety of public outreach activities to perform a demand analysis and finalize station locations.
Contractor will schedule, coordinate logistics for, and staff any necessary meetings with stakeholders to finalize station locations including but not limited to affected property owners, community members, major employers, and transit operators. Contractor will conduct site-level feasibility analysis of proposed station locations and must receive written approval from the City's Project Manager on final station and parking locations.
City staff will work with the Contractor to ensure that at least 20 percent of the service area and stations provide access to existing and planned in order to meet grant equity requirements. The station areas shall provide sufficient bicycle parking spaces to meet estimated demand for each station.
1(C). STATION DESIGN AND PERMITTING
CONTRACTOR will develop necessary final design plans for all system stations.
Contractor will work with the City and private landowners to obtain public and private space commitments and secure all required agreements and/or permits from the City.
City's Project Manager will serve as a liaison between the Contractor and other relevant City staff or public agencies to locate, permit, and obtain use of any spaces for stations in the public right-of-way.
1(D). EQUIPMENT PROCUREMENT
CONTRACTOR will procure (manufacture and/or purchase) and set-up entire hardware and software for front and back of house ongoing operations including, but not limited to, all on street system components and supplies and equipment for office management, maintenance, and distribution. Equipment purchase should include but may not be limited to initial equipment and spare parts, information technology equipment and software applications, licensing, upgrade assurances, and necessary warranties.
Bicycles should be designed to accommodate, to the best extent feasible, people of all shapes and sizes. Bicycles should meet or exceed International Organization for Standardization (ISO) 4210: Safety Requirements for City and Trekking Bicycle safety standards. Bicycles must have always-on front and back lights that are visible from a distance of at least 300 feet under normal atmospheric conditions at night. Front and rear lights must stay illuminated for at least 90 seconds after the bike has stopped. Each bicycle must have a unique identitication number. Stations should be designed to be flexibly deployed in a variety of surfaces and configurations, without interfering with sidewalks, traffic, or other street operations.
1(E). ELECTRIC ASSIST BICYCLES
CONTRACTOR will provide a total of 25 Stations and 250 electric assist bicycles.
CONTRACTOR will ensure bicycles are consistently charged to ensure maximum bike availability. The maximum motor assisted speed of the electric assist bicycles should not exceed 20 miles per hour. The City will provide CONTRACTOR with areas which need to be geo fenced for the purposes of controlling speed (i.e. 15 mph on the Bay Trail). 1(F). MAINTENANCE AND OFFICE FACILITY
CONTRACTOR will identify, secure and set up, or already have in place, a Richmond space 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. The office facility must be accessible to the public during normal business hours (Monday - Friday, 8:30 am - 5pm), excluding City Exhibit A/ Service Plan Page 7 of 19
For the Contract between the City of
Richmond and Gotcha Ride LLC
holidays for a minimum period of six months after completion of Task 5. The public will be able to visit the facility to obtain bike share program information, execute a user agreement, add funds to their account using check, credit/debit card, or cash, and obtain RFID cards. After six months, the CONTRACTOR may reduce office facility public accessibility hours to a minimum of 20 hours per week and must partner with at least one local business or non-profit organization to allow users to obtain an RFID card, and add funds to their account using check, credit/debit card, or cash. 1(G). SYSTEM INSTALLATION
CONTRACTOR will install or deploy equipment in compliance with all relevant regulations, permit and contract requirements. CONTRACTOR shall promptly repair or replace any sidewalk or other City property that is damaged in the course of system installation.
1(H). PROGRAM WEBSITE AND SMART PHONE APPLICATIONS
CONTRACTOR will 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. CONTRACTOR will ensure web pages display correctly on all major web browsers and mobile device/formats. Contractor will also develop or provide a program smart phone application for iOS and Android formats that provides all the same information and functionality as the program website. Website and applications will include all clearly-written Frequently Asked Questions (FAQs) section and should be available in multiple languages to ensure widespread accessibility to the Richmond community.
CONTRACTOR shall create and maintain a website the content of which shall address, at a minimum, the following:
1. Eligibility requirements;
2. Subscription information and rate, schedules;
3. Payment information and subscription processing;
4. Methods for subscribers to log in, update required information, and track individual usage data compiled by the system;
5. Subscriber agreement and acceptance of terms;
6. Map with the entire network of Sites and real-time availability of Bicycles at each Site, both for standard computer screen and mobile phone;
7. Frequently Asked Questions;
8. Safety requirements and information (including notification in the event of malfunction or Crash);
9. Encouragement of helmet use for subscribers and a listing of nearby locations where users may obtain helmets; and
10. Safety videos addressing safe use of bicycles, helmets, and California Vehicle Code and local laws pertaining to bicycle riders.
CONTRACTOR must provide alternative payment options to ensure bike share is accessible. CONTRACTOR will provide RFID cards to those who do not have a bank account, credit/debit card, or smartphone. Users will be able to setup accounts with cash at the CONTRACTOR's office facility as well as other local convenient locations. In addition to the office facility, CONTRACTOR must partner with at least one local business or community based organization which will allow users to obtain RFID cards and load them with cash, credit/debit card, or check. The local business or non-profit Exhibit A/ Service Plan Page 8 of 19
For the Contract between the City of
Richmond and Gotcha Ride LLC
organization must be accessible during normal business hours Monday - Friday, 8:30 am - 5 pm, excluding City holidays.
1(J). SYSTEM TESTING
CONTRACTOR will field test all integrated components of entire system (hardware and software) prior to launch to the City's satisfaction. Contractor will identify and resolve problems and make any necessary system improvements before launch. 1(K). PRE-LAUNCH MARKETING AND PUBLIC RELATIONS
CONTRACTOR will create and execute a campaign, in collaboration with local partners, to build local enthusiasm and interest in bike sharing ridership, membership and secure any potential sponsorship by the time of the launch. Outreach will include traditional and social media and other public relations techniques and will also include specific strategies to reach diverse populations. Outreach efforts will also include staffing for the first week of launch to recruit users within the system area, walk new users through the registration process and answer any questions related to the system. CONTRACTOR will develop messaging to ensure that users know how to safely and properly use the system upon launch.
1(L). LOCAL EMPLOYMENT
CONTRACTOR and City agree to a three-pronged approach to equity, including: a) training and hiring staff from under-represented communities, b) offering a dynamic pricing and access approach, and c) expanding system coverage to underserved parts of the City.
CONTACTOR and City recognize the importance of engaging community stakeholders from historically underserved communities to develop a meaningful and effective approach for ensuring that economic benefits derived from the Project are shared by a broad cross section of the community. The terms "historically underrepresented and underutilized" can include women and people of color, and the "economically disadvantaged" can include veterans, immigrants and refugees, disabled individuals, formerly incarcerated people and low-income residents.
It is the policy of the City of Richmond to increase the number of employed persons living in the City of Richmond in an attempt to counteract the grave economic and socials ills associated with the higher unemployment levels that exist within the City. The City has established a Local Employment Program to encourage the hiring and retention of Richmond residents for work to be performed under Public Works contractors, service contracts, and subsidized projects.
CONTRACTOR must comply with Chapter 2.56 of the Municipal Code of the City of Richmond to ensure compliance with the Local Employment Program, Ordinance No. 52-06 N.S.
CONTACTOR will submit a quarterly report with data on workforce diversity, subcontracting, wages and benefits, and other issues relevant to the three-pronged commitment for equity and diversity.
2. SYSTEM OPERATIONS AND MAINTENANCE
2(A). REAL-TIME SYSTEM INFORMATION
Exhibit A/ Service Plan Page 9 of 19
For the Contract between the City of
Richmond and Gotcha Ride LLC
CONTRACTOR will provide a system to track bicycles and station and dock status.
Contractor will populate an interactive map with location and status of bicycles 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 bicycles. 2(B). CALL CENTER
CONTRACTOR shall provide to City, all subscribers, and the public at large, a telephone number for CONTRACTOR's call center. The call center shall be in continuous operation 24 hours per day, 7 days per week, and 365 days per year. Not less than 80% of telephone calls to the CONTRACTOR's call center each month must be answered by a person within 180 seconds or less. CONTRACTOR shall conspicuously post a notice on each Station advising the general public that they may direct their questions, complaints, and comments to the CONTRACTOR's call center.
CONTRACTOR 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 Docks for returns, directions to helmet sales location(s). 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"). 2(C). CUSTOMER SERVICE
CONTRACTOR will provide responsive and customer-friendly services that encourage repeat use, including timely response to complaints. CONTRACTOR will be required to submit for City 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 City can communicate complaints from the public and from the City, 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.
2(D). E-MAIL RESPONSE TIME
Not less than 95% of emails to CONTRACTOR's public information email address must be answered within 1 business day;
2(E). MAINTENANCE AND REPAIR
CONTRACTOR will submit for City approval 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.
System maintenance shall include preventive maintenance, inspection and prompt Exhibit A/ Service Plan Page 10 of 19
For the Contract between the City of
Richmond and Gotcha Ride LLC
repair or replacement of all system hardware and software elements including but not limited to terminals, signs, bicycles, bicycle components, 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 basis, as well as removal of debris in and around the system structures. 2(F). SYSTEM BALANCING
CONTRACTOR will monitor the location of each bicycle and the status of each station and dock. CONTRACTOR will continuously and predictably redistribute bicycles so that the system provides users with consistent availability of Bicycles throughout the service area and consistent availability of spaces in which to dock a bicycle at the end of a trip.
CONTRACTOR will respond to and relocate, retrieve, or remove any misparked bicycles upon notification within 24 hours.
CONTRACTOR must ensure maximum utilization of the bike share system and the customer experience at all times, but particularly during the hours between 6:00 AM and 10:00 PM ("Peak Hours"), in a cost effective manner. Maximizing utility requires that CONTRACTOR take affirmative steps to address severe imbalances in the demand for and supply of available Bicycles and empty Operable Docks during Peak Hours, which imbalances typically arise from patterns in demand and usage in which Bicycles typically travel in one direction. CONTRACTOR's objective must be to minimize instances, and • minimize the duration of those instances, in a cost effective manner, when the demand for an empty Operable Dock or an available Bicycle at a Station is not met by the available supply at the Station. Achieving this objective is a multistep and collaborative process requiring the involvement, cooperation, and flexibility on the part of the CONTRACTOR and City. To achieve this objective, during the period of commencing upon the completion of Task 4 and ending 6 months after the completion of Task 5 ( the "Assessment Period"), the parties will (i) observe demand and use patterns as the bike share Program is being implemented to identify the times and locations that a shortage of empty Operable Docks and/or a shortage of available Bicycles arises and the extent of the shortages at those times and locations; and (i) assess alternative approaches to alleviating outages, including, by way of example, by (A) enlarging existing Stations or adding new Stations in areas in which there is a shortage, (B) relocating existing Stations based on demand (C) finding and utilizing storage areas located near Stations that experience Bicycle shortages so that additional Bicycles can be deployed quickly, (D) prioritizing Stations by demand and time of demand so that CONTRACTOR may, at any particular time, focus more attention on those Stations with the highest demand at that time and less attention on those Stations with weaker demand at that time and have greater flexibility to address those Stations with weaker demand, and (E) identifying the optimal time of day for CONTRACTOR to transport Bicycles from areas in which there is a shortage of empty Operable Docks to areas in which there is a shortage of Bicycles, which optimality will take into account when it is most efficient for Operator to transport the Bicycle in order to meet the anticipated demand at the transferee Stations. As the parties are developing approaches to alleviating outages during the Assessment Period the parties shall also reformulate a commercially reasonable KPI for Rebalancing. While CONTRACTOR will strive to maximize utility at all times commencing on the completion of a Task 5, liquidated damages for the Rebalancing KPI will not be assessed until the completion of the Assessment Period., and the KPI, as refined and reformulated, will be fully implemented and effectively immediately after the end of the Assessment Period.
Exhibit A/ Service Plan Page 11 of 19
For the Contract between the City of
Richmond and Gotcha Ride LLC
2(G). HELMETS & SAFETY
CONTRACTOR will 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. 2(H). OUTREACH AND PUBLIC RELATIONS
CONTRACTOR will oversee all system outreach, public relations, and membership sales. CONTRACTOR will conduct ongoing promotion and outreach after system launch to raise awareness about the system and ensure users are provided with information on how to safely and conveniently enroll in and use the system. Promotion and outreach should utilize a range of media and methods, including working with community based organizations, in order to effectively and appropriately reach a diverse spectrum of Richmond residents, employees, and visitors. 2(1). BRANDING AND MARKETING
CONTRACTOR will oversee all system branding and marketing. CONTRACTOR shall outline plans to secure funding through advertisement or corporate sponsorship to offset the cost of bike share operations. Any advertisement or sponsorship agreements will be between the Contractor and the sponsor or advertiser. Branding, marketing, sponsorship, and advertising must be approved by the City's assigned Project Manager.
2(J). REPORTING
At monthly, quarterly, and annual intervals, CONTRACTOR shall submit reports that track Key Performance Indicators (KPls) against agreed upon service standards.
CONTRACTOR shall submit reports in accordance with guidelines set forth in Attachment 4. At a minimum, reports will include a monthly public-facing "snapshot" report that tracks overall membership and usage levels; monthly management reports for City Project Manager that monitor KPls against agreed upon service standards, as well as monthly business/financial metrics to include Net Profit/Loss; and an annual report available to the public and interested stakeholders. The Financial Summary provided by the CONTRACTOR will be held confidential and is for the sole purposes of assessing bike share system health. The City will consult and receive approval from CONTRACTOR prior to sharing any financial summary with another party.
CONTRACTOR must be available to present to City Management and City Council on an as-needed basis. Annual reports should include program data and analysis related to mode shift, safety, public health, and equity.
2(K). KEY PERFORMANCE INDICATORS AND LIQUIDATED DAMAGES At monthly, quarterly, and annual intervals, CONTRACTOR shall submit reports that track Key Performance Indicators (KPls) listed in Attachment 2. If CONTRACTOR fails to comply with the KPls, CONTRACTOR shall be required to pay City liquidated damages as calculated in Attachment 2. The City is entitled to liquidated damages for failure of CONTRACTOR to comply with the KPIs by notice (a "KPI Failure Notice") given to CONTRACTOR (i) not more frequently than once per quarter, and (i) not later than 120 days after the occurrence of the related failure, except with respect to the failure to comply with a KPI that is measured on an annual basis, for which the KPI Failure Notice shall be given by March 31 of the following calendar year. Each KPI Failure Notice shall provide specific and detailed information about the failure to comply Exhibit A/ Service Plan Page 12 of 19
For the Contract between the City of
Richmond and Gotcha Ride LLC
and the amount of liquidated damages due in connection therewith. CONTRACTOR will have 30 days after receiving the KPI Failure Notice to either pay the full amount of liquidated damages set forth in the KPI Failure Notice or 50% of such amount along with a notification to the City that CONTRACTOR seeks to contest, in good faith, the assessment for the liquidated damages. Such notification shall provide specific and detailed information that rebuts of challenges the information contained in the corresponding KPI Failure Notice.
2(L). DATA
CONTRACTOR shall develop and maintain a data "dashboard" that is available solely to the City 24-hours a day, 7 days a week, with real time data. The dashboard must include the following:
1. Total bicycle trips
2. Average number of daily riders
3. Pick-up and drop-off heat maps
4. Trip route heat maps
5. Location of parked bikes
CONTRACTOR shall provide monthly reports to the City with system data, bicycle trips and usage. These reports will include but not be limited to:
1. Total number of bikes in service
2. Trip totals by day, week, and month
3. Total number of trips by hour of day, for each day of the week, as a monthly average
4. Total number of unique riders, segregated by frequency of trips
5. Total number of reduced fare/low income riders
6. Customer service responsiveness - average response time and number of complaints with more than 24 hour response time
7. Rebalancing - stations with bicycles available to rent and spaces available for return, number of bicycles rebalanced per day, number of bikes retrieved outside of city limits
8. Maintenance - in service availability of assets and frequency of inspections, number of bicycles checked and repaired per month
9. Website and telephone hotline time online
10. Memberships levels and breakdown of membership by geography, income, and demographics
11. System revenues and farebox recovery
12. Average trip length and duration
13. Total miles ridden
14. Summary of bike maintenance activities
15. Summary of theft/vandalism and resolution
16. Number of reported collisions, and primary collision factor, if available.
17. Aggregated breakdown of customers by City resident/or not.
18. Top five pick and drop off locations
19. Pick-up and drop-off heat maps
20. Trip route heat maps
21. Trip Duration (seconds)
22. Start Time and Date
23. End Time and Date
Exhibit A/ Service Plan Page 13 of 19
For the Contract between the City of
Richmond and Gotcha Ride LLC
24. Start Station ID & Name
25. Start Station Latitude
26. Start Station Longitude
27. End Station ID & Name
28. End Station Latitude
29. End Station Longitude
30. Bike ID
31. User Type (Subscriber or Customer - "Subscriber" = Member or "Customer" = Casual)
32. Member Type - Full Member of Discount/Low-Income Member
33. Member Uses Clipper Card Y/N
34. Member Year of Birth
35. Member Gender
36. Home Zipcode
CONTRACTOR shall provide anonymized data for each trip record. This information will inform and support safe and effective management of the bike share system and transportation planning efforts. The City reserves the right to require that real-time data be submitted via a publicly accessible application program interface (API) in General Bikeshare Feed Specification (GBFS) format.
Upon City request, CONTRACTOR shall work with any third party vendors with which the City contracts, to share trip data, stripped of all personally-identifiable information, solely for the purposes of planning and monitoring the city's bicycle network.
3. BUSINESS AND FINANCIAL OPERATIONS
3(A), REGISTRATION
CONTRACTOR will 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. Users who do not have a smart phone or credit/debit card will be able to visit a physical location for in person enrollment. The physical location will allow users to obtain program information, execute a user agreement, obtain an RFID card, and pay cash, check, credit/debit card to reload the RFID card.
After registration, members should be able to immediately access a bike (i.e. walk-up utilization). Membership of various durations (such as 30 minutes, hourly, daily, weekly, monthly and/or annually) must be available. The system must be Clipper® (the Bay Area's electronic transit fare payment system) as a membership identifier (i.e. mechanism to check out or unlock bicycles).
3(B). SECURE FINANCIAL TRANSACTIONS AND DATA PRIVACY
CONTRACTOR will complete secure financial transactions with data input at the web page, by smart phone, or by station kiosks/terminals. Financial data must be held securely in a manner that complies with all laws and is only accessible to authorized personnel. Contractor must have a robust security policy. The Contractor must ensure that its security policy is enforced, report any breaches to City, and is responsible in developing 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 conditions in Attachment 1. Any sharing of user data with third Exhibit A/ Service Plan Page 14 of 19
For the Contract between the City of
Richmond and Gotcha Ride LLC
parties or access to camera, photos, files, contacts, location services, or other data as part of the smart phone "app" should be clearly and explicitly disclosed to users as part of user agreement, with clear opt-in or opt-out capabilities. 3(C). FEE COLLECTION
CONTRACTOR will track whether bicycles are returned during a specified period and accurately assess overtime fees. Contractor should clearly communicate rules regarding duration of usage of bicycles to users.
3(D). LOW INCOME MEMBERSHIP
CONTRACTOR will provide an unlimited number of qualifying low income users a one- time $5 annual membership and $5/month in the second year. The membership will allow the users to access the bike share system 24/7 and free ride time of 60 minutes per day. Rides longer than 60 minutes can be assessed additional fees up to $3.00 for each additional 15 minutes or potential account suspension. To qualify for the low income membership, users must be 18 or older and qualify for CalFresh, or PG&E Care utility discount. CONTRACTOR must commit to the low income membership pricing structure for three years. Such rate is subject to annual CP increase on the first anniversary of the Effective Date and on each subsequent anniversary of the Effective Date.
3(E). REVENUE
All revenues including membership fees, use fees, and revenue from other sources, will be collected by the Contractor. Contractor agrees to reinvest net revenues in the system to cover on going system operations and expansion. 3(F). BILLING AND COMPENSATION
CONTRACTOR will submit invoices for capital lease and vendor costs. City will provide reimbursement to CONTRACTOR for up to $868,000 total in Metropolitan Transportation Commission (MTC) Capital Bike Share Program funds. City will reimburse CONTRACTOR up to $130,000 upon completion of Tasks 1 - 4. City will reimburse CONTRACTOR up to $738,000 upon completion of Task 5. Contractor agrees to reinvest net revenues in the system to cover on going system operations and expansion. 3(G). REGULAR OPERATIONS REVIEW
CONTRACTOR will 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 within the City. Based on the data CONTRACTOR is expected to develop recommendations that promote increased use of the system, promote closer coordination with Bike Share 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 City approval. CONTRACTOR will meet with City or other partner agencies or stakeholders as needed to discuss program modifications. 3(H). RISK MANAGEMENT
CONTRACTOR will purchase, manage, and maintain all necessary insurance policies needed to protect all people and property related to the program. CONTRACTOR will carry a level of insurance coverage equal to or greater than City and MTC requirements (see Exhibit F). CONTRACTOR shall indemnify, hold harmless, and Exhibit A/ Service Plan Page 15 of 19
• For the Contract between the City of
Richmond and Gotcha Ride LLC
defend the City (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 City'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.
Major Tasks are:
Task 1: Program Development
CONTRACTOR shall launch a bike sharing system for 250 bicycles in a service area which includes Richmond BART and Amtrak station and Richmond Ferry Terminal. To help promote safety, equity and bike interoperability in the Bay Area, CONTRACTOR must ensure the bike share system includes the following:
1. A service area that includes at least 20% within a ¼ mile of a Community of Concern (COC) or Community Air Risk Evaluation (CARE) Program Area;
2. Use of Clipper as a membership identifier;
3. Bicycle safety standards which meet or exceed International Organization for Standardization (ISO) 4210: Safety Requirements for City and Trekking Bicycles;
4. Quarterly trip and membership data sharing with the City and MTC; and
5. Annual Program data and analysis related to mode shift, safety, public health and equity The City of Richmond and CONTRACTOR will undertake research to determine the best approach for ensuring user safety, including helmet usage. This will include exploration of: a technological solution with helmets, bikes or stations; a social campaign to encourage helmet availability and usage; or combination of these.
Task 2: Station Plan and Service Area
CONTRACTOR will provide both a preliminary station map that the City and CONTRACTOR will release for public comment and a publicly vetted final recommended station map.
Task 2A: Submit initial system station map. Map should include station placement rationale and methodology, actual station physical location, owner of property, and parking impact.
Recommended stations must comply with underlying zoning, and the Americans with Disabilities Act. Station locations must be proposed service area and should emphasize maximizing ridership across all demographics while minimizing operating costs and the loss of on-street parking revenue. Proposed station locations should reflect key destinations, transit hubs, neighborhoods, and activity centers. Any station location proposed for private property must receive initial oral or written expression of interest from property owner.
Task 2B: Present initial station map for public comment. Coordinate with the City to present station map at three large public meetings, coordinated meetings with City staff at every neighborhood council meeting and up to 20 community, neighborhood, and business Exhibit A/ Service Plan Page 16 of 19
For the Contract between the City of
Richmond and Gotcha Ride LLC
organization meetings. Create an online crowdsourcing map to collect public input on proposed station locations. Public should be able to vote on proposed station locations by liking, disliking, suggesting new station locations, and liking or disliking newly suggestion station locations. The crowdsourcing map should be open and available for public voting for a minimum of four weeks.
Task 2C: Submit recommended System station map that incorporates feedback from City, public meetings, and online crowdsourcing map.
Task 2D: Incorporate final changes of City (Final station locations subject to approval by City Transportation Division and City Traffic Engineer).
Task 2E: Obtain rights and permissions for all stations note sited on City of Richmond property, for both placement of station, right of CONTRACTOR to conduct work on property and for public access to the site, 24 hours a day, 365 days a year to use System, including publicly and privately owned sites. Submit these written agreements to City.
Task 2F: Develop Site Plans for all final station locations, providing necessary information for City 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 City and local partners, to build local enthusiasm and interest in bike sharing ridership, membership, and sponsorship.
Task 3A: Develop 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 City transportation plans and goals.
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.
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.
Task 4: Plan Approval
CONTRACTOR will develop and present plans including branding concepts, helmet options, and safety encouragement.
Task 4A: Submit draft brand concept.
Task 4B: Incorporate City comments on Brand concept and resubmit.
Exhibit A/ Service Plan Page 17 of 19
For the Contract between the City of
Richmond and Gotcha Ride LLC
Task 4C: Submit draft image, including color scheme, logo images, and messages not already identified in brand concept.
Task 4D: Submit plans for City review and approval. At a minimum this plan will include recommended branding concept and the preferred and alternative options for promoting and facilitation helmet use and availability and safe bicycling behavior.
Task 4E: Incorporate City recommendations and changes into approved Plan.
Task 5: Acquire and Launch System
CONTRACTOR will purchase 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 contractors; install and execute System launch.
Task 5A: Upon mutual agreement between City and CONTRACTOR on the quantities of bicycles and stations, CONTRACTOR will acquire System capital equipment, including but not limited to spare parts, software licensing and warranties.
Task 5B: 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.
Task 5C: 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.
Task 5D: Ensure economic benefits from the Project are shared by a broad cross section of the community. CONTACTOR will submit a quarterly report with data on workforce diversity, subcontracting, wages and benefits, and other issues relevant to the three-pronged commitment for equity and diversity.
Task 5E: Conduct job and CONTRACTOR recruitment and hiring process.
Task 5F: Submit draft website to City of Richmond.
Task 5G: Incorporate City's comments on website,
Task 5H: 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 six (6) marketing events.
Task 5l: Obtain any necessary permits to perform installation.
Task 5J: Install 100% of Stations. The bike share system must be Fully Operational.
Task 5K: Host launch festivities and ribbon cutting ceremony.
Exhibit A/ Service Plan Page 18 of 19
For the Contract between the City of
Richmond and Gotcha Ride LLC
Task 5L: Open an office facility in Richmond accessible by the public to obtain bike share program information, execute a user agreement, add funds to their account using check, credit/debit card, or cash, and obtain RFID cards.
Task 6: Operate Service (ongoing from System launch)
The period of performance for these services shall include an initial term encompassing system development activities and 3 years of system operations, with options for annual renewal for up to 5 additional years of system operations, to be exercised at the City's sole discretion.
CONTRACTOR will submit plans for sponsorship acquisition and provide monthly progress reports on sponsorship acquisition. CONTRACTOR will follow Reporting Requirements set forth in Attachment 1.
Exhibit A/ Service Plan Page 19 of 19
For the Contract between the City of
Richmond and Gotcha Ride LLC
ATTACHMENT 1 to Exhibit A, Service Plan
SPECIAL CONDITIONS RELATING TO PERSONALLY INDENTIFIABLE INFORMATION CONTRACTOR will have access to personally identifiable information ("PIl") in connection with the performance of the Service Agreement. Pll is any information that is collected or maintained by CONTRACTOR that identifies or describes a person or can be directly linked to a specific individual. Examples of Pll include name, address, phone or fax number, signature, credit card information, bank account number, or travel pattern data. The following special conditions related to the confidentiality and uses of PlI apply to this Request for Proposals:
1. Right to Audit
CONTRACTOR shall permit CITY and its authorized representatives to audit and inspect: (i) CONTRACTOR'S facilities where Pll is stored or maintained; (il) any computerized systems used to share, disseminate or otherwise exchange Pll; and (iii) CONTRACTOR'S security practices and procedures, data protection, business continuity and recovery facilities, resources, plans and procedures. The audit and inspection rights hereunder shall be for the purpose of verifying CONTRACTOR'S compliance with Service Agreement, and all applicable laws.
2. General Confidentiality of Data
All PIl made available to or independently obtained by CONTRACTOR in connection with Service Agreement shall be protected by CONTRACTOR from unauthorized use and disclosure through the observance of the same or more effective procedural requirements as are applicable to CITY. This includes, but is not limited to, the secure transport, transmission and storage of PIl used or acquired in the performance of Service Agreement.
CONTRACTOR agrees to properly secure and maintain any computer systems (hardware and software applications) that it will use in the performance of Service Agreement. This includes ensuring all security patches, upgrades, and anti-virus updates are applied as appropriate to secure PIl that may be used, transmitted, or stored on such systems in the performance of Service Agreement.
CONTRACTOR is prohibited from storing Pll on portable media including, but not limited to, laptops, thumb drives, disks and so forth.
CONTRACTOR agrees to retain PIl for no longer than 30 days. At the conclusion of this retention period, CONTRACTOR agrees to use Department of Defense ("DoD") approved methods to permanently remove PIl from any files. Discarded PII will be unavailable and unrecoverable following the purge on any storage media including, but not limited to, magnetic disk, optical disk, and memory chips ("Storage Media"). CONTRACTOR agrees to destroy hard- copy documents containing Pll by means of a cross-cut shredding machine. CONTRACTOR also agrees to use DoD approved methods to sanitize any Storage Media prior to discarding or when useful life has ended, whichever comes first. At the conclusion of the performance period of Service Agreement, CONTRACTOR shall submit a certification to the CITY and MTC Project Managers' as follows: "All PIl whether in electronic or hard-copy format, has been destroyed in accordance with the requirements contained in Section 2. (General Confidentiality of Data) of this Attachment 1. These requirements shall survive termination or expiration of Service Agreement.
3. Compliance with Statutes and Regulations
CONTRACTOR agrees to comply with the information handling and confidentiality requirements outlined in the California Information Practices Act (Civil Code sections 1798 et.seq.) and in the Attachment 1/ Exhibit A/ Service Plan Page 1 of 2
For the Contract between the City of
Richmond and Gotcha Ride LLC
California Streets and Highways Code Section 31490. In addition, CONTRACTOR warrants and certifies that in the performance of Service Agreement, it will comply with all applicable statutes, rules, regulations and orders of the United States, the State of California, Metropolitan Transportation Commission, and CITY relating to the handling and confidentiality of PII, including the terms and conditions contained in this Attachment 1, and agrees to indemnify CITY and MTC against any loss, cost, damage or liability by reason of CONTRACTOR'S violation of this provision.
4. Subconsultants
CITY approval in writing is required prior to any disclosure by CONTRACTOR of PIl to a subconsultant or prior to any work being done by a subconsultant that entails receipt of Pli.
Once approved, CONTRACTOR agrees to require such subconsultant to sign an agreement in substantially identical terms as this Attachment 1, binding the subconsultant to comply with its provisions.
5. CONTRACTOR Guarantees
CONTRACTOR shall not, except as authorized or required by its duties by law, reveal or divulge to any person or entity any Pll which becomes known to it during the term of the Service Agreement.
CONTRACTOR shall keep all Pll entrusted to it completely secret and shall not use or attempt to use any such information in any manner which may injure or cause loss, either directly or indirectly, to CITY.
CONTRACTOR shall comply, and shall cause its employees, representatives, agents and subcontractors to comply, with such directions as CITY may make to promote the safeguarding or confidentiality of all its resources.
If requested by CITY, CONTRACTOR shall sign an information security and confidentiality agreement provided by CITY and attest that its employees, representatives, agents, and subcontractors involved in the performance of the Service Agreement shall be bound by terms of a confidentiality agreement with CONTRACTOR substantially the same in its terms.
6. Notice of Security Breach
CONTRACIOR shall immediately notity CITy when it discovers that there may have been a breach in security which has or may have resulted in compromise to PII. For purposes of this section, immediately is defined as within two hours of discovery. The CITY contact for such notification shall be the Authorized Representative designated in the Service Agreement.
Attachment 1/ Exhibit A/ Service Plan Page 2 of 2
For the Contract between the City of
Richmond and Gotcha Ride LLC
KEY PERFORMANCE INDICATORS AND LIQUIDATED DAMAGES
This Attachment 2 sets forth the Key Performance Indicators and the liquidated damages assessed against CONTRACTOR for failing to comply with the Key Performance Indicators.
Title Definition Measures ent Liquidated Damages
Station Station Cleaning for each Station must occur 2 times per Operator $50 for each Station that Cleaning and Month - one time between the first and fifteenth days of records/databases is not cleaned according Inspection the month, and one time between the sixteenth and last to schedule. days of the month. Litter removal needs to occur for on street Stations at least once per week.
Additional litter removal to occur on an as-needed basis.
Graffiti (a) Except as required by clause (b) below, CONTRACTOR (a) $50 for each 24-hour Removal shall remove conspicuous graffiti within 72 after records/databases period (or part thereof) Notification. beyond 72 hours.
(b) Contractor shall remove racist and hate graffiti within 8 (b) $50 for each 4-hour hours after Notification. period (or part thereof)
beyond 4 hours.
Litter Removal front adorn all rein 24 hours pite truilations of lter Operator (b) $25 for each 4-hour records/databases period (or part thereof)
beyond 24 hours.
Bicycle Every Bicycle in the Program Fleet shall receive a Bicycle Operator $20 for each Bicycle that Maintenance Maintenance check at least once each month. records/databases is not subject to a Bicycle Maintenance in
a month period.
Station As directed by the City, Contractor must perform: Electronic (i) $50 for each hour of Deactivation (i) Station Deactivations); communications delay (or part thereof) and De- (ii) Station De-Installation(s); beyond 24 hours for Installation (ii) Station Re-Installation(s); Deactivation. (iv) Station Adjustments).
(i) $50 for each hour of
(i) Operator will Deactivate a Station within 24 hours after delay (or part thereof) 'Sources of information used to assess compliance with these service levels may include, but are not limited to, those listed in the "Measurement Tools)" column.
Attachment 2/ Exhibit A/ Service Plan
For the Contract between the City of
Richmond and Gotcha Ride LLC
request from City, except in instances where the continued beyond 24 hours for De- Installation.
(iii) $25 for each hour of
(ii) Operator will complete a De-Installation of a Station delay (or part thereof) within 72 hours after a request from the City, beyond 24 hours for except in instances where the continued reactivation; $25 for presence/activity of the station has been determined to each hour of delay (or pose a threat to public safety. part thereof bevond 72
hours for reinstallation
(iii) Deactivated Stations must be reactivated within or Readjustment. 24 hours of direction from the City. De-Installed or Adjusted Stations must be reinstalled or Readjusted to their original configurations within 72 hours of direction from the City.
Notwithstanding the foregoing, the KPIs for De-Installation and reinstallations are limited to 20 in any
Program The Program must be operational 99% of the time every Software System If in any month the bike Functionality month (i.e., every hour of every day, 24 hours per day, 7 share Program is days per week, measured monthly), so that, at a operational less than Bicycles at al prones, exering ) sock auled downtime, il) 99% of the time, then $100 for every hour (or
any period when the Computer Hardware for the part thereof that the Program and/or Software is, and remains, damaged bike share Program is through Hacking, and (iii) weather events. not operational.
Station Stations, in the aggregate, must be Operable Stations 99% Operator If in any month the Operability of the time every month (i.e., every hour of every day, 24 records/databases Stations are not hours per day, 7 days per week, measured monthly), Operable Stations 99% excluding (i) during scheduled downtime, and (i) any period of the time, then $100 when a Station is not an Operable Station because the for every hour that Capital Equipment located at the Station has been Stations are not damaged by third-parties. Operable Stations below
the 99% threshold.
Attachment 2/ Exhibit A/ Service Plan Page 2 of 4
For the Contract between the City of
Richmond and Gotcha Ride LLC
Calculated by taking the sum of the number of hours that each Station was an Operable Station during a month,
dividing that sum by the product of the total number of hours in the month and the number of Stations that month.
Station Operability does not apply during any period in which the entire bike share system is down.
Website The bike share Program website must be operational 99% Operator If in any year the Operations of the time every year (i.e., every hour of every day, 24 records/databases website is not hours per day, 7 days per week, measured annually), operational 99% of the excluding (i) scheduled downtime, and (i) any period when time, then $50 for every the Backend Software and Computer Hardware is, and hour each year that remains, damaged through Hacking. website is not
operational.
Telephone Not. less than 80% of telephone calls to Contractor's call $50 for every Answering center each month must be answered by a person within percentage point below Time 180 seconds or less. 80% that telephone calls
are not answered in 180
seconds or less in any
month.
10 E-mail information e-mail adress must be answered within 1 Operator $50 for every Response records/databases percentage point below
Time business day. 95% that emails are not
answered within 1
business day or less in
any month.
11 Bicycle The Bicycle Availability requirement is met if the monthly Software System $15 for each Bicycle that Availability average Bicycle Fleet Level, recorded once each Day of is under the 90% the month between the hours of 11:00 AM and 3:00 PM, is threshold each month. not less than 90% of the Program Fleet.
Damages are calculated as the sum of Bicycles under the threshold for each Day that the recorded Bicycle Fleet
Level is less than the required Bicycle Fleet Level.
12 Rebalancing No station Cluster shall be completely empty of available Software $1.00 for each minute Attachment 2/ Exhibit A/ Service Plan Page 3 of 4
For the Contract between the City of
Richmond and Gotcha Ride LLC
bikes for use or completely lacking of empty, operable System/Operator that a Cluster Outage docks for more than 20 consecutive minutes during Peak records/databases occurs beyond 20 Hours (i.e., 6:00 am to 10:00 pm). consecutive minutes
during Peak Hours.
The Rebalancing KPI set forth above is an interim KPI.
During the Assessment Period (as defined in paragraph Liquidated Damages do 2(F) of the Agreement), the Rebalancing KPI will be not apply to the Stations assessed and reformulated, and a new Rebalancing KPI installed as part of Task will be fully implemented and immediately following the 5 for the first 6 months Assessment Period. after the completion of
Task 5.
Attachment 2/ Exhibit A/ Service Plan Page 4 of 4
For the Contract between the City of
Richmond and Gotcha Ride LLC
ATTACHMENT 3 to Exhibit A, Service Plan
FUNGTIONAL SPECIFICATIONS
Functional Specification
Software
Billing
| Product requirements
Annual and casual biling
Usage charges billing
Discounts
Refunds
Administrative and stolen bike charges
Automatic renewal of accounts
Opt-in/Opt-out ability for automatic renewal
Allow users to utilize Clipper Card to access Bicycles in lieu of RFID card Automatic emails to customers
Ability to edit text in emails to customers
Automatic emails in the following instances:
Upon successful renewal
Upon signup
Upon failed monthly payment
Upon successful monthly payment
Upon credit card change
Upon credit card expiration
Upon account renewal needed (manual billing)
Upon upcoming automatic account renewal (automatic billing) Upon successfully account renewal
Upon successful bike return (user configurable)
Upon missing bike (user and system configurable)
Upon incurrence of overage fees
Upon system shut down
Remote functionality
Ability to shut down system (prevent bikes from being rented) Ability to lock down bikes (with visual indicator)
Ability to shut down stations
Ability to reboot remotely (when connected)
Hardware
Docking mechanism
Subscriber can unlock a bike (e.g., via a valid key or card) Locking mechanism that opens within configurable number of seconds Locking mechanism that closes immediately with moderate docking force Defaults to unlocked/open when bike is not present
Functional user low-down capability ("wrench button") with permanent visual indicator
Visual and audible indication of successful, failed, or in-progress transaction Bicycle
Step through design
Hold someone up to 240 pounds
Can lock and unlock securely
Attachment 3/ Exhibit A/ Service Plan Page 1 of 2
For the Contract between the City of
Richmond and Gotcha Ride LLC
Bell
Front and rear flashing lights when bike is moving; stay illuminated for 60 seconds after bicycle stops.
Reflective sidewalls on tires
Within range, an infinitely adjustable seat height with ergonomic lever/tension adjustment and high-contrast height markings
Carrier not susceptible to trash accumulation
Wheels greater than or equal to 26' in diameter
Fenders for front and rear wheels
Front and rear hand brakes
Multiple speed drivetrain
Scratch and graffiti resistant frame finish
Reflectors on pedals, spokes, and front and rear of bicycle Rubber tread on pedals
Room for safety messaging on handlebar and front cockpit Tamper resistant hardware (including hidden cables and custom wrench fittings) Belt drive
Map Frame & Information Panel
Vandal resistant
Multiple Languages
Scratch and graffiti resistant frame finish
Tamper resistant (cannot be, unlocked easily)
Attachment 3/ Exhibit A/ Service Plan Page 2 of 2
For the Contract between the City of
Richmond and Gotcha Ride LLC
ATTACHMENT 4 to Exhibit A, Service Plan
REPORTING REQUIREMENTS
CONTRACTOR shall deliver a monthly report, by the 25 day of each month, to City, with all of the data described below, and in a form that is acceptable to, and approved by, City for the Project. Except for financial information, the data shall reflect all relevant facts as they existed with respect to the immediately preceding calendar month (e.g., the June report would reflect the non-financial data for May), and the reports shall provide cumulative calendar year-to-date totals for each category (as may be applicable). For all financial information, the data shall reflect all relevant facts as they existed with respect to the calendar month that immediately precedes the immediately preceding calendar month (e.g., the June report would reflect the financial data for April), and the reports shall provide cumulative calendar year-to-date totals for each category (as may be applicable). No more frequently than once every six months, the City may request a meeting with CONTRACTOR to assess the effectiveness of these Reporting Requirements; upon mutual agreement, the Reporting Requirements below may be adjusted.
1. Membership:
• YTD membership counts at the end of the reporting month by membership type; • Number of new members by type who signed up during the reporting month, by day and month; and
• Number of cancellations and expirations of registered members, by type and during the reporting month.
2. Ridership
• "Trip" shall mean the use of a Bicycle from one Station to another Station or back to the initial Station;
• Trips per Day and member type;
• Total Trips per month, and YTD per Station, and member type; and • Trip Data requested in paragraph 2L of the Agreement.
3. Environmental Impact:
• Total and average calories burned per Day/month based on calculations using total and average Trip durations; and
• Carbon offset per month based on calculation using total hours of usage.
4. Rebalancing Operations:
Number of Bicycles rebalanced per Day;
Bicycles on the street per Day;
• List of full and empty instances (Station, start time, end time, and date) in excess of 20 consecutive minutes between 6:00 AM and 10:00 PM;
• Count of full and empty instances per Station by Day and month in excess of 20 consecutive minutes between 6:00 AM and 10:00 PM;
Breakdown of full and empty instances by duration in excess of 20 consecutive minutes between 6:00 AM and 10:00 PM;
• List of full and empty instances (Station, start time, end time, and date) between 6:00 AM and 10:00 PM at "priority" Stations (to the extent "priority" Stations have been established);
Attachment 4/ Exhibit A/ Service Plan Page 1 of 2
For the Contract between the City of
Richmond and Gotcha Ride LLC
• Count of full and empty instances per Station by Day and month between 6:00 AM and 10:00 PM at "priority" Stations (to the extent "priority" Stations have been established); • Breakdown of full and empty instances by duration between 6:00 AM and 10:00 PM at "priority" (to the extent "priority" Stations have been established); and • Percentage of time Stations are normal, full, or empty.
5. Station Maintenance Operations:
• List of Stations cleaned and dates of each cleaning;
• Number of active Stations;
• List of all Station malfunctions (Station, start and end date and time, and event); and Percentage of time Stations were available to provide rentals for monthly and annual members by Station and for the entire Program.
6. Bicycle Maintenance Operations:
• Count of Bicycles checked per month;
• Count of Bicycles repaired per month;
• List of Bicycles by unique ID number not checked per month.
7. Incident Reporting:
• List of all incidents (crash, vandalism, theft, and police action) with dates and summary of outcomes.
8. Customer Service Reporting
Number of calls and emails, with total and broken down by classification; • Average time to answer call;
• Average time of call;
Number of refunds and amount given per month; and
• Upon call center software availability, number of calls of different types of issues, and average length of call.
9. Customer Outreach:
• Web site and social media analytics.
10. Financial Summary:
• Fees assessed to bike share users due to lost or damaged bicycles; • Net Profit/Loss;
System Revenues to include:
• Revenue generated from subscriptions, by subscription type; • Revenue generated from usage fees, by subscription type; and Revenue generated from other sources, including Advertising and Sponsorships.
11. Compliance with KPls:
• Recorded Bicycle Fleet level for each day as recorded between the hours of 11:00 AM and 3:00 PM
Attachment 4/ Exhibit A/ Service Plan Page 2 of 2
For the Contract between the City of
Richmond anc
Gotcha Ride LL(
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 THE CITY COUNCIL OR THE CITY
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: Misha Kaur Department: City Manager
PO Box 4046
Richmond, CA 94804-0046
4. All invoices that are submitted by Contractor shall be subject to the approval of the City's Project Manager, Misha Kaur before payments shall be authorized.
5. The City will pay invoice(s) within 45 days after 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 Contract 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.
For the Contract between the City of
Richmond and
Gotcha Ride LLC
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:
Misha Kaur
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804-0046
1.2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:
Sean Flood
Gotcha Ride LLC
7 Radcliffe St., Suite 200
Charleston, SC 29403
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, Copyrights 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, General Conditions/EJ/TE 01-19-11 1 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.
General Conditions/EJ/TE 01-19-11 2 of 13
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 Contract's termination (or for any further period that is required by law) and until all Federal or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make these 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.
General Conditions/EJ/TE 01-19-11 3 of 13
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 General Conditions/EJ/TE 01-19-11 4 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.
General Conditions/EJ/TE 01-19-11 5 of 13
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 General Conditions/EJ/TE 01-19-11 6 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 General Conditions/EJ/TE 01-19-11 7 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 General Conditions/EJ/TE 01-19-11 8 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 General Conditions/EJ/TE 01-19-11 9 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.
General Conditions/EJ/TE 01-19-11 10 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 purposes). 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 General Conditions/EJ/TE 01-19-11 11 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.
General Conditions/EJ/TE 01-19-11 12 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.
General Conditions/EJ/TE 01-19-11 13 of 13
For the Contract between the City of
Richmond and
Gotcha Ride LLC
EXHIBITE
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):
NONE.
For the Contract between the City of
Richmond and Gotcha Ride LLC
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 PART 1
A. Minimum Coverages. The insurance requirements specified in this section shall cover CONTRACTOR'S own liability and the liability arising out of work or services performed under the Service Agreement by any suboperator, subcontractor, suppliers, temporary workers, independent operators, leased employees, or any other persons, firms or corporations that CONTRACTOR authorizes to work under the Service Agreement (hereinafter referred to as "Agents"). CONTRACTOR or its Agents shall, at their own respective expense, obtain and maintain in effect at all times during the life of the Service Agreement the following types of insurance against claims, damages and losses due to injuries to persons or damage to property or other losses that may arise in connection with the performance of work under the Service Agreement.
CONTRACTOR is also required to assess the risks associated with work to be performed by Agents under subcontract and to include in every subcontract the requirement that the Agent maintain adequate insurance coverage with appropriate limits and endorsements to cover such risks. To the extent that an Agent does not procure and maintain such insurance coverage, CONTRACTOR shall be responsible for said coverage and assume any and all costs and expenses that may be incurred in securing said coverage or in fulfilling CONTRACTOR'S indemnity obligation as to itself or any of its Agents in the absence of coverage.
In the event CONTRACTOR or its Agents procure excess or umbrella coverage to maintain certain requirements outlined below, these policies shall also satisfy all specified endorsements and stipulations, including provisions that CONTRACTOR's insurance be primary without right of contribution from CITY. Prior to beginning work under this contract, CONTRACTOR shall provide CITY with satisfactory evidence of compliance with the insurance requirements of this section.
1. Workers' Compensation Insurance with Statutory limits, and Employer's Liability insurance with a limit of not less than $1,000,000 per employee and $1,000,000 per accident, and any and all other coverage of CONTRACTOR'S employees as may be required by applicable law. Such policy shall contain a Waiver of Subrogation in favor of the CITY. Such Workers Compensation & Employers Liability may be waived if, and only for as long as, CONTRACTOR is a sole proprietor or a corporation with stock 100% owned by officers with no employees.
2. Commercial General Liability Insurance for Bodily Injury and Property Damage liability, covering the premises and operations, and products and completed operations of CONTRACTOR and CONTRACTOR'S officers, agents, and employees and with limits of liability which shall not be less than $1,000,000 combined single limit per occurrence with a general aggregate liability of not less than $2,000,000, a products/completed operations aggregate liability limit of not less than $2,000,000 and Personal & Advertising Injury liability with a limit of not less than $1,000,000. Such policy shall contain a Waiver of Subrogation in favor of the CITY. Products and completed operations insurance shall be maintained for three (3) years following termination of the Service Agreement.
Exhibit F/ Insurance Provisions Page 1 of 4
For the Contract between the City of
Richmond and Gotcha Ride LLC
The CITY and those entities listed in Part 2 of this Exhibit F (if any), and their commissioners, directors, officers, representatives, agents and employees are to be named as additional insureds for ongoing and completed operations. Such insurance shall be primary and non-contributory, and contain a Separation of Insureds Clause as respects any claims, losses or liability arising directly or indirectly from CONTRACTOR'S operations.
3. Business Automobile Insurance for all automobiles owned (if any), used or maintained by CONTRACTOR and CONTRACTOR's officers, agents and employees, including but not limited to owned (if any), leased (if any), non-owned and hired automobiles, with limits of liability which shall not be less than $1,000,000 combined single limit per accident.
4. Excess or Umbrella Insurance in the amount of $1,000,000 providing excess limits over Employer's Liability, Automobile Liability, and Commercial General Liability Insurance.
Such umbrella coverage shall be following form to underlying coverage including all endorsements and additional insured requirements.
5. Errors and Omissions Professional Liability Insurance for errors and omissions and the resulting damages, including, but not limited to, economic loss to CITY and having minimum limits of $2,000,000 per claim. Such policy shall contain cyber risk coverages including network and internet security liability coverage, privacy liability coverage and media coverage.
The policy shall provide coverage for all work performed by CONTRACTOR and any work performed or conducted by any suboperator/contractor working for or performing services on behalf of the CONTRACTOR. No contract or agreement between CONTRACTOR and any suboperator/contractor shall relieve CONTRACTOR of the responsibility for providing this Errors & Omissions or Professional Liability coverage for all work performed by CONTRACTOR and any suboperator/contractor working on behalf of CONTRACTOR on the project.
6. Property Insurance. Property Insurance covering CONTRACTOR'S own business personal property and equipment to be used in performance of Service Agreement AND materials or property to be purchased and/or installed on behalf of CITY (if any). Coverage shall be written on a "Special Form" policy that includes theft, but excludes earthquake, with limits at least equal to the replacement cost of the property. Such policy shall contain a Waiver of Subrogation in favor of CITY.
CITY (and those entities listed in Part 2 of this Exhibit F), and their commissioners, directors, officers, representatives, agents and employees are to be named as additional insureds. Such insurance shall be primary and contain a Separation of Insureds Clause as respects any claims, losses or liability arising directly or indirectly from CONTRACTOR'S operations.
7. Employee Dishonesty/Crime Insurance. An Employee Dishonesty insurance policy covering CONTRACTOR'S employees for loss of or damage to money, securities or other property resulting from theft. The following limits of liability should apply: (a) Employee Dishonesty - $250,000; and (b) Client Property Blanket Bond - $250,000. CONTRACTOR shall reimburse CITY for any and all losses within the deductible, for insured losses, the cost to prove the loss, accountants' fees, defense costs including attorneys' fees and any other fees associated with a claim. In lieu of a Client Property Blanket Bond, the policy shall contain a Joint Loss Payee endorsement or other Third Party coverage naming CITY.
8. CONTRACTOR'S Pollution Liability Insurance. CONTRACTOR'S Pollution Liability insurance for bodily injury and property damage coverage with a combined single limit for bodily injury and property damage of at least $1,000,000 per occurrence or claim and a general aggregate limit of at least $1,000,000. This insurance shall include coverage for, but not be limited to sudden and accidental discharges; gradual discharges, clean-up of pollutants and disposal thereof; and, mold, asbestos or lead, if an abatement contract. If CONTRACTOR Exhibit F/ Insurance Provisions Page 2 of 4
For the Contract between the City of
Richmond and Gotcha Ride LLC
disposes of Hazardous Materials under Service Agreement, CONTRACTOR shall designate the disposal site and provide a certificate of insurance from the disposal facility to CITY.
CONTRACTOR'S Business Automobile Liability coverage shall also be extended to cover pollution liability during loading; unloading and while in transit including, but not limited to, the perils of collision and upset. Coverage may be provided by endorsement to the general liability and automobile policies or by a separate policy.
Such policy shall contain a Waiver of Subrogation in favor of CITY.
CITY (and those entities listed in Part 2, ADDITIONAL INSUREDS, of this Exhibit F), and their commissioners, directors, officers, representatives, agents and employees are to be named as additional insureds. Such insurance shall be primary and contain a Separation of Insureds Clause as respects any claims, losses or liability arising directly or indirectly from CONTRACTOR'S operations.
B. Acceptable Insurers. All policies will be issued by insurers acceptable to CITY, generally with a Best's Rating of A- or better with a Financial Size Category of Vill or better.
C. Self-Insurance. CONTRACTOR'S obligation hereunder may be satisfied in whole or in part by adequately funded self-insurance, upon evidence of financial capacity satisfactory to MTC.
D. Deductibles and Retentions. CONTRACTOR shall be responsible for payment of any deductible or retention on CONTRACTOR'S policies without right of contribution from MTC.
Deductible and retention provisions shall not contain any restrictions as to how or by whom the deductible or retention is paid. Any deductible or retention provision limiting payment to the Named Insured is unacceptable.
In the event that City and/or MTC seeks coverage as an additional insured under any CONTRACTOR insurance policy that contains a deductible or self-insured retention, CONTRACTOR shall satisfy such deductible or self-insured retention to the extent of loss covered by such policy, for any lawsuit arising from or connected with any alleged act of CONTRACTOR, suboperator, subcontractor, or any of their employees, officers or directors, even if CONTRACTOR or suboperator is not a named defendant in the lawsuit.
E. Claims Made Coverage. If any insurance specified above is written on a "Claims- Made" (rather than an "occurrence") basis, then in addition to the coverage requirements above, CONTRACTOR shall:
(1) Ensure that the Retroactive Date is shown on the policy, and such date must be before the date of Service Agreement or the beginning of any work under Service Agreement; (2) Maintain and provide evidence of similar insurance for at least three (3) years following project completion, including the requirement of adding all additional insureds; and (3) If insurance is cancelled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the Service Agreement effective date, CONTRACTOR shall purchase "extended reporting" coverage for a minimum of three (3) years after completion of the work.
F. Failure to Maintain Insurance. All insurance specified above shall remain in force until all work or services to be performed are satisfactorily completed, all of CONTRACTOR'S personnel, subcontractors, and equipment have been removed from CITY'S property, and the work or services have been formally accepted. CONTRACTOR must notify CITY if any of the above required coverages are non-renewed or cancelled. The failure to procure or maintain required insurance and/or an adequately funded self-insurance program will constitute a material breach of Service Agreement.
G. Certificates of Insurance. Prior to commencement of any work hereunder, Exhibit F/ Insurance Provisions Page 3 of 4
For the Contract between the City of
Richmond and Gotcha Ride LLC
CONTRACTOR shall deliver to CITY'S Risk Manager and to Ebix, MTC'S authorized insurance consultant, insurance documentation (including Certificates of Liability Insurance, Evidences of Property Insurance, endorsements, etc.) verifying the aforementioned coverages. Such evidence of insurance shall make reference to all provisions and endorsements referred to above and shall be signed by the authorized representative of the Insurance Company shown on the insurance documentation.
The Project name shall be clearly stated on the face of each Certificate of Liability Insurance and/or Evidence of Property Insurance.
CONTRACTOR shall submit certificates of insurance to:
City of Richmond
Finance Department
450 Civic Center Plaza
Richmond, CA 94804
AND Ebix
BPO
P.O. Box 100085-1H
Duluth, GA 30096-9302
or
Email to [email protected]
or
Fax to 1-888-617-2309
H. Disclaimer. The foregoing requirements as to the types and limits of insurance PART 2
The following entities are to be named as Additional Insureds under applicable sections of this Exhibit F and as Indemnified Parties, pursuant to the Service Agreement.
Metropolitan Transportation Commission
Exhibit F/ Insurance Provisions Page 4 of 4
Amendment 1
City of Richmond - Standard Contract (No: 4755)
This Amendment 1 ("Amendment") to the City of Richmond Standard Contract, dated June 17, 2019 ("Agreement") is entered into between City of Richmond, a municipal corporation ("City") and Gotcha Mobile Holdings, LLC a wholly-owned subsidiary of Bolt Mobility Corporation, (successor in interest to the Agreement) ("Contractor"). The effective date of this Amendment is January 29, 2021 ("Amendment Effective Date"). All capitalized terms used herein that are not otherwise defined will have the meanings ascribed to them in the Agreement.
Recitals
A. On December 29, 2020, Contractor purchased substantially all of the assets of Gotcha Ride LLC (including the assets of other Gotcha entities) ("Gotcha").
B. Contractor desires to fulfill Gotcha's duties and obligations under the Agreement.
C. City desires to have Contractor fulfill Gotcha's duties and obligations under the Agreement.
Therefore, the parties agree to amend the Agreement as follows:
1. Consent to Assignment. Pursuant to Section 20 of Exhibit D of the Agreement, City hereby consents to the assignment of the Agreement to Contractor. Contractor hereby agrees to accept the assignment of the Agreement and to fulfill the duties and obligations of Gotcha thereunder.
2. Notice Information. All notices under the Agreement should be sent to:
"Gotcha Mobile Holdings, LLC
2901 Florida Avenue, Suite 840
Miami, Florida 33133
Attn: Legal Department"
3. City Project Manager. The Project Manager contact has been amended as follows:
"Transportation Department
Denée Evans, Project Manager
440 Civic Center Plaza
Richmond, CA 94804
Email: [email protected]
Phone: desk (510) 621-1718 or cell (510) 672-1198"
4. No Other Changes. Except as set forth herein, no other amendments are made to the Agreement and all other terms and conditions of the Agreement remain in full force and effect. ***********************
IN WITNESS WHEREOF, the parties have caused this Amendment to be duly executed and delivered by their proper and duly authorized officers as of the date first written above.
THE CITY: CONTRACTOR:
City of Richmond Gotcha Mobile Holding, LLC
Thin
By:. By:
Name: Name: Ignacio Tzoumas
Title: Title: Chief Executive Officer