Loading...
HomeMy WebLinkAboutStaff Report 14959 City of Palo Alto (ID # 14959) City Council Staff Report Meeting Date: 12/12/2022 Report Type: Consent Calendar City of Palo Alto Page 1 Title: Approval of a Contract with Nomad Transit, LLC (Via) for City of Palo Alto On-Demand Transit Service in a total contract amount not to exceed $2,043,550 for two years and Approval of a Budget Amendment in the General Fund From: City Manager Lead Department: Transportation Department Recommendation Staff recommends that Council approve and authorize the City Manager to: 1. Execute a contract with Nomad Transit, LLC (Via) to provide City of Palo Alto On- Demand Transit Service in a total contract amount not to exceed $2,043,550 for service up to two years; and 2. Amend the Fiscal Year 2023 Budget Appropriation Ordinance for the General Fund by: a. Increasing the Office of Transportation revenue estimate for grants by $2,000,000; and b. Increasing the Office of Transportation revenue estimate for On-Demand Fare Box revenue by $340,000; and c. Increasing the Office of Transportation contracts appropriation by $2,340,0000M. Background The Palo Alto Shuttle Program began in December 1999 and provided two free shuttle bus services between the Palo Alto Caltrain station and city destinations and neighborhoods. The program operated Monday through Friday, excluding some holidays. The Crosstown Shuttle Route was wholly funded by the City while the Embarcadero Shuttle was managed by Caltrain with a partial subsidy from the City of Palo Alto. A special school commute service on both routes operated on school days per the Palo Alto Unified School District calendar. Effective July 1, 2020, Palo Alto Free Shuttle services (both the Embarcadero and Crosstown shuttle) were discontinued due to citywide financial reductions. The two shuttles served numerous vulnerable and transit-dependent populations including seniors and students. Together, the two previous shuttle routes served an estimated 550 riders per day or 140,000 riders per year. The VTA Board of Directors adopted the 2016 Measure B Transit Operations Program Category Guidelines at their October 5, 2017 meeting. One of the Transit Operations subcategories funds candidate projects and programs that support innovative transit service models to address City of Palo Alto Page 2 first/last-mile connections. The 2016 Measure B Program office released the Innovative Transit Service Models Competitive Grant call-for-projects on October 5, 2020, making available $6.0 million for distribution. The City of Palo Alto applied for a grant on December 3, 2020, to implement an On-Demand Transit Service. The grant application was in alignment with the August 14, 2017 council motion to approve the Palo Alto Transit Vision Plan while directing staff to incorporate flex transit models and seek Measure B funds1 . The 2016 Measure B Program office released the Innovative Transit Service Models Competitive Grant call-for-projects on October 5, 2020. The City of Palo Alto applied for a grant on December 3, 2020, to implement the On-Demand Transit Service and was awarded $2,000,000 in 2021. Discussion Due to a lack of riders during the COVID-19 pandemic and constraints on the City budget, funding for the City’s Palo Alto Shuttle was eliminated, ending service in 2020. In contrast to the two fixed routes served by the prior Palo Alto Shuttle, the On-Demand service will provide flexible routes and flexible-schedule transit service within most of the city. Pick-up and drop-off locations will be virtually positioned within an acceptable walking distance with the help of a web application. Door-to-door service will also be available for riders who may require extra assistance. The service will help address the first-/last-mile challenge in Palo Alto and provide a convenient and affordable transportation option for residents, employees, and vulnerable/transit-dependent populations. The City’s Request for Proposals for on-demand transit was published on the City’s eProcurement platform, PlanetBids, on July 7, 2022. The City received five responsive Proposals from Circuit Transit, CLS Global Transportation, Nomad/Via, Bus.com/Moovit, and Downtowner Holdings. Table 1. Summary of RFP Process: RFP Name/Number: Palo Alto On-Demand Transit (Shuttle Operator) RFP No.184827 Request for Proposals Issued July 7, 2022 Number of Notices sent to Vendors via City’s eProcurement System (PlanetBids) 1855 Proposals Due: September 15, 2022 Total Days to Respond to RFP: 70 Number of Proposals Received: 5 Public Link to Solicitation https://pbsystem.planetbids.com/portal/25569/bo/bo- detail/95979 Proposals Price Range for Year 1: $1,553,240 – 1,993,900 1 See page 8, Item 20, Action Minutes for August 14, 2017: https://www.cityofpaloalto.org/files/assets/public/agendas-minutes-reports/agendas-minutes/city-council- agendas-minutes/00-archive/2017/08-14-17-action-minutes.pdf City of Palo Alto Page 3 An evaluation committee comprised of City, VTA, and Stanford Research Park Transportation Management Association (SRPGO) staff carefully reviewed each firm’s qualifications and submittal in response to the criteria identified in the Request for Proposals: 1. Quality and completeness of Proposal 2. Quality, performance, and effectiveness of the solution 3. Proposer’s experience 4. Cost to the City 5. Proposer’s financial condition and stability 6. Proposer’s ability to perform the requirements within the time specified 7. Proposer’s prior record of performance with City or other agencies 8. Proposer’s compliance with applicable laws, regulations, policies 9. Proposer’s technology solution, including quality and ease of use of the user app, data dashboard, and availability of tech support Staff recommends contracting with Nomad/Via who provided a comprehensive approach to the service, demonstrated a clear understanding of needs, and proposed innovative solutions to the challenges of serving a diverse customer base with varying abilities. Nomad/Via is to deliver and operate a full turnkey microtransit service to the City, including, but not limited to equipment, labor, and software; with the technical capabilities of integrated payment system, rider incentives, a Rider App, algorithms that enable on-demand and shared rides by using real- time data. Nomad is to implement on-demand transit services with partner drivers Monday through Friday, 8a to 6p, for at least 18 months or while funding is available, with a fleet of 9 vehicles, including 6 hybrid vans equipped with bicycle racks and 3 electric Wheelchair Accessible Vehicles (WAV). Nomad is to provide exceptional project management, an agile approach to both product development and project governance. Nomad/Via proposes a robust community engagement plan, brings a history of successful operation in other cities, such as Cupertino, and has a track record of partnering with local jurisdictions to acquire grant funds for service expansion and continuation. In addition, the customizable mobile app is designed for diverse accessibility requirements and has the ability to integrate multiple payment fare types and discounted rates. Timeline Per the funding agreement with VTA, service must begin by March 2023. Once the contract is executed, the vendor will acquire vehicles and staff to provide the service. In addition, an on- demand transit mobile application will be customized with City branding. Public engagement will also begin in early 2023 to prepare the community to use the new service, and there will be a study session with Council prior to service startup. Resource Impact Approval for the contract with Nomad requires a budget amendment in the General Fund to increase the Office of Transportation’s expenses by $2, 340,000 million, offset with an increase to the revenue estimate for grants by $2.0 million and an increase in fare revenue of $340,000; City of Palo Alto Page 4 thus, it will be cost neutral. The City of Palo Alto was awarded $2.0 million of Measure B Innovative Transit Program funds for the City’s On-Demand Transit Service project, and the service is anticipated to generate $340,000 in fare revenue. The remaining $160,000 will be an in-kind contribution covered by City staff’s time to oversee the implementation and maintenance of the On-Demand Transit Service. As noted in CMR 13589 : Approval of a Funding Agreement with the Santa Clara Valley Transportation Authority (VTA) for City of Palo Alto On-Demand Transit Service to Provide $2.0 million in Funding and Requiring $0.5 million in City Matching Funds Over Two Years, the total cost of the project is estimated to be $2.5 million. The $0.5 million in remaining project expenses is the 20% minimum matching contribution that the City is required to make under the grant award contract. As discussed previously, it is assumed that the City’s matching obligation will be funded through a $160,000 In-Kind Contribution and $340,000 in fare collection. Separately, at Nomad’s request, this contract caps Nomad’s liability to the City at $10 million, which is a deviation from the City’s standard terms which do not include a limit. However, this limit does not apply in some situations, such as if Nomad causes damages due to its gross negligence or willful misconduct. The cap also does not apply for general damages covered by its insurance policies, or when Nomad exercises its duty to indemnify the City. In the case that Nomad causes damages to the City in excess of $10 million, and one of the exceptions to the limit does not apply, the City may not be able to recover more than that under the terms of this cap. Policy Implications Provision of on-demand transit service supports the City’s Sustainability and Climate Action Plan goals to reduce greenhouse gas emissions and is supported by the following Comprehensive Plan policies and programs: Policy T-1.1: Take a comprehensive approach to reducing single-occupant vehicle trips by involving those who live, work and shop in Palo Alto in developing strategies that make it easier and more convenient not to drive. Policy T-1.6: Encourage innovation and expanded transit access to regional destinations, multi-modal transit stations, employment centers and commercial centers, including those within Palo Alto through the use of efficient public and/or private transit options such as rideshare services, on-demand local shuttles and other first/last mile connections. Program T1.6.1: Collaborate with transit providers, including Caltrain, bus operators and rideshare companies, to develop first/last mile connection strategies that boost the use of transit and shuttle service for local errands and commuting. City of Palo Alto Page 5 Policy T-1.13: Encourage services that complement and enhance the transportation options available to help Palo Alto residents and employees make first/last mile connections and travel within the city for daily needs without using a single-occupancy vehicle, including shuttle, taxi and ridesharing services. Program T1.13.1: Investigate a pilot program to subsidize a taxi, rideshare or transit program for Palo Altans to get to/from downtown, including offering education and incentives to encourage users. Stakeholder Engagement Public engagement will begin in early 2023 to alert the community to the upcoming availability of the new service in March. Stakeholders who will be targeted for notification of the service include Caltrain riders, commuters to Palo Alto, service providers targeting older adults, senior living communities, youth service providers, neighborhood groups, etc. Community engagement and marketing activities may include tabling at community events and destinations (Farmer’s Market, Caltrain stations, grocery stores) and social media campaigns (NextDoor, Facebook, Uplift Local, local newspapers, City blog posts, etc.). Environmental Review This program is not considered a project under CEQA because it has no potential for resulting in either a direct or reasonably foreseeable indirect change in the environment. If the program is found to be a project under CEQA, the program is exempt from environmental review pursuant to CEQA Guidelines Section 15061(b)(3) in that the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment. The program, which proposes no physical changes and would support transit ridership, thereby reducing greenhouse gas emissions, would have no or only a de minimis impact on the environment. DOCUMENTS Attachment A: Contract between the City of Palo Alto and Nomad Transit, LLC Attachments: • Attachment A: Contract No. C23184827 NOMAD TRANSIT, LLC Page 1 of 43 CITY OF PALO ALTO CONTRACT NO. C23184827 AGREEMENT FOR PROFESSIONAL SERVICES BETWEEN THE CITY OF PALO ALTO AND NOMAD TRANSIT, LLC This Agreement for Professional Services (this “Agreement”) is entered into as of the 12th day of December, 2022 (the “Effective Date”), by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and NOMAD TRANSIT, LLC, a Delaware limited liability company, located at 10 Crosby Street, 2nd Floor, New York, NY 10013 (“CONSULTANT”). The following recitals are a substantive portion of this Agreement and are fully incorporated herein by this reference: RECITALS A. CITY intends to implement the Palo Alto On-Demand Transit and Shuttle Program (the “Project”) and desires to engage consultant to provide transit and shuttle services, inclusive of equipment, transportation planning, customer engagement, and marketing services, labor and vendor services (fleet managers, vehicle suppliers, driver partners, background check providers, customer service support agencies, a payment processor and insurance brokers and underwriters), and the technology to support services such as integrated payment system, traveler incentives, mobile application, on-demand software, and real-time travel data in connection with the Project (the “Services”, as detailed more fully in Exhibit A). B. CITY received a grant from the 2016 Measure B Innovative Transit Service Models Program to fund On-Demand Transit services and intends to use this grant to fund this Agreement. C. CONSULTANT represents that it, its employees, vendors and subconsultants, if any, possess the necessary professional expertise, qualifications, and capability, and all required licenses and/or certifications to provide the Services. D. CITY, in reliance on these representations, desires to engage CONSULTANT to provide the Services as more fully described in Exhibit A, entitled “SCOPE OF SERVICES”. NOW, THEREFORE, in consideration of the recitals, covenants, terms, and conditions, in this Agreement, the parties agree as follows: SECTION 1. SCOPE OF SERVICES. CONSULTANT shall perform the Services described in Exhibit A in accordance with the terms and conditions contained in this Agreement. The performance of all Services shall be to the reasonable satisfaction of CITY. SECTION 2. TERM. The term of this Agreement shall be from the date of its full execution through December 13, 2024 unless terminated earlier pursuant to Section 19 (Termination) of this Agreement. SECTION 3. SCHEDULE OF PERFORMANCE. Time is of the essence in the performance of DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 2 of 43 Services under this Agreement. CONSULTANT shall complete the Services within the term of this Agreement and in accordance with the schedule set forth in Exhibit B, entitled “SCHEDULE OF PERFORMANCE”. Any Services for which times for performance are not specified in this Agreement shall be commenced and completed by CONSULTANT in a reasonably prompt and timely manner based upon the circumstances and direction communicated to the CONSULTANT. CITY’s agreement to extend the term or the schedule for performance shall not preclude recovery of damages for delay if the extension is required due to the fault of CONSULTANT. SECTION 4. NOT TO EXCEED COMPENSATION. The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, entitled “COMPENSATION,” including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed two million forty-three thousand five hundred fifty Dollars ($2,043,550.00). The hourly schedule of rates, if applicable, is set out in Exhibit C-1, entitled “SCHEDULE OF RATES.” Any work performed or expenses incurred for which payment would result in a total exceeding the maximum compensation set forth in this Section 4 shall be at no cost to the CITY. SECTION 5. INVOICES. In order to request payment, CONSULTANT shall submit monthly invoices to the CITY describing the Services performed and the applicable charges (including, if applicable, an identification of personnel who performed the Services, hours worked, hourly rates, and reimbursable expenses), based upon Exhibit C or, as applicable, CONSULTANT’s schedule of rates set forth in Exhibit C-1. If applicable, the invoice shall also describe the percentage of completion of each task. The information in CONSULTANT’s invoices shall be subject to verification by CITY. CONSULTANT shall send all invoices to CITY’s Project Manager at the address specified in Section 13 (Project Management) below. CITY will generally process and pay invoices within thirty (30) days of receipt of an acceptable invoice. SECTION 6. QUALIFICATIONS/STANDARD OF CARE. All Services shall be performed by CONSULTANT or under CONSULTANT’s supervision. CONSULTANT represents that it, its employees and subcontractors, if any, possess the professional and technical personnel necessary to perform the Services required by this Agreement and that the personnel have sufficient skill and experience to perform the Services assigned to them. CONSULTANT represents that it, its employees and subcontractors, if any, have and shall maintain during the term of this Agreement all licenses, permits, qualifications, insurance and approvals of whatever nature that are legally required to perform the Services. All Services to be furnished by CONSULTANT under this Agreement shall meet the professional standard and quality that prevail among professionals in the same discipline and of similar knowledge and skill engaged in related work throughout California under the same or similar circumstances. SECTION 7. COMPLIANCE WITH LAWS. CONSULTANT shall keep itself informed of and in compliance with all federal, state and local laws, ordinances, regulations, and orders that may affect in any manner the Project or the performance of the Services or those engaged to perform Services under this Agreement, as amended from time to time. CONSULTANT shall procure all permits and licenses, pay all charges and fees, and give all notices required by law in the performance of the Services. SECTION 8. ERRORS/OMISSIONS. CONSULTANT is solely responsible for costs, including, but not limited to, increases in the cost of Services, arising from or caused by CONSULTANT’s errors and omissions, including, but not limited to, the costs of corrections such errors and omissions, any change order markup costs, or costs arising from delay caused by the errors and omissions or DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 3 of 43 unreasonable delay in correcting the errors and omissions. SECTION 9. COST ESTIMATES. If this Agreement pertains to the design of a public works project, CONSULTANT shall submit estimates of probable construction costs at each phase of design submittal. If the total estimated construction cost at any submittal exceeds the CITY’s stated construction budget by ten percent (10%) or more, CONSULTANT shall make recommendations to CITY for aligning the Project design with the budget, incorporate CITY approved recommendations, and revise the design to meet the Project budget, at no additional cost to CITY. SECTION 10. INDEPENDENT CONTRACTOR. CONSULTANT acknowledges and agrees that CONSULTANT and any agent or employee of CONSULTANT will act as and shall be deemed at all times to be an independent contractor and shall be wholly responsible for the manner in which CONSULTANT performs the Services requested by CITY under this Agreement. CONSULTANT and any agent or employee of CONSULTANT will not have employee status with CITY, nor be entitled to participate in any plans, arrangements, or distributions by CITY pertaining to or in connection with any retirement, health or other benefits that CITY may offer its employees. CONSULTANT will be responsible for all obligations and payments, whether imposed by federal, state or local law, including, but not limited to, FICA, income tax withholdings, workers’ compensation, unemployment compensation, insurance, and other similar responsibilities related to CONSULTANT’s performance of the Services, or any agent or employee of CONSULTANT providing same. Nothing in this Agreement shall be construed as creating an employment or agency relationship between CITY and CONSULTANT or any agent or employee of CONSULTANT. Any terms in this Agreement referring to direction from CITY shall be construed as providing for direction as to policy and the result of CONSULTANT’s provision of the Services only, and not as to the means by which such a result is obtained. SECTION 11. ASSIGNMENT. The parties agree that the expertise and experience of CONSULTANT are material considerations for this Agreement. CONSULTANT shall not assign or transfer any interest in this Agreement nor the performance of any of CONSULTANT’s obligations hereunder without the prior written approval of the City Manager. Any purported assignment made without the prior written approval of the City Manager will be void and without effect. Subject to the foregoing, the covenants, terms, conditions and provisions of this Agreement will apply to, and will bind, the heirs, successors, executors, administrators and assignees of the parties. SECTION 12. SUBCONTRACTING AND VENDOR PARTNERS. Notwithstanding Section 11 (Assignment) above, CITY agrees that subcontractors and vendors may be used to complete the Services. 1. CONSULTANT may subcontract the following roles without CITY approval as long as the subcontractor meets all applicable requirements listed in this Agreement: a. Independent contractor drivers b. Vehicle lease/rental companies c. Vehicle maintenance/storage companies d. Third-party technology services necessary to deploy the Services in this Agreement that do not directly face with customers. This includes cloud computing and storage services. 2. City permission shall be required to subcontract out any function of this Agreement not listed in Section 1 above. CONSULTANT shall be responsible for directing the work of any subcontractors/vendor partners DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 4 of 43 and for any compensation due to subcontractors/vendor partners. CITY assumes no responsibility whatsoever concerning compensation of subcontractors. CONSULTANT shall be fully responsible to CITY for all acts and omissions of subcontractors. CONSULTANT shall change or add subcontractors only with the prior written approval of the City Manager or designee. SECTION 13. PROJECT MANAGEMENT. CONSULTANT will assign Sophia Witte as the CONSULTANT’s Project Manager to have supervisory responsibility for the performance, progress, and execution of the Services and represent CONSULTANT during the day-to-day performance of the Services. If circumstances cause the substitution of the CONSULTANT’s Project Manager or any other of CONSULTANT’s key personnel for any reason, the appointment of a substitute Project Manager and the assignment of any key new or replacement personnel will be subject to the prior written approval of the CITY’s Project Manager. CONSULTANT, at CITY’s request, shall promptly remove CONSULTANT personnel who CITY finds do not perform the Services in an acceptable manner, are uncooperative, or present a threat to the adequate or timely completion of the Services or a threat to the safety of persons or property. CITY’s Project Manager is Nathan Baird, Office of Transportation, 250 Hamilton Avenue, Palo Alto, CA, 94301, Telephone: 650-329-2340. CITY’s Project Manager will be CONSULTANT’s point of contact with respect to performance, progress and execution of the Services. CITY may designate an alternate Project Manager from time to time. SECTION 14. OWNERSHIP OF MATERIALS. All reports, data, documents, and other materials and copyright interests prepared by CONSULTANT for the City as expressly required in this Agreement, in any form or media, shall be and remain the exclusive property of CITY without restriction or limitation upon their use. CONSULTANT agrees that all copyrights which arise from creation of the foregoing materials pursuant to this Agreement are vested in CITY, and CONSULTANT hereby waives and relinquishes all claims to copyright or other intellectual property rights in favor of CITY. Neither CONSULTANT nor its subcontractors, if any, shall make any of such work product available to any individual or organization without the prior written approval of the City Manager or designee. CONSULTANT makes no representation of the suitability of the work product for use in or application to circumstances not contemplated by the Scope of Services. SECTION 15. AUDITS. CONSULTANT agrees to permit CITY and its authorized representatives to audit, at any reasonable time during the term of this Agreement and for four (4) years from the date of final payment, CONSULTANT’s records pertaining to matters covered by this Agreement, including without limitation records demonstrating compliance with the requirements of Section 10 (Independent Contractor). CONSULTANT further agrees to maintain and retain accurate books and records in accordance with generally accepted accounting principles for at least four (4) years after the expiration or earlier termination of this Agreement or the completion of any audit hereunder, whichever is later. SECTION 16. INDEMNITY. 16.1. To the fullest extent permitted by law, CONSULTANT shall indemnify, defend and hold harmless CITY, its Council members, officers, employees and agents (each an “Indemnified Party”) from and against any and all third-party demands, third-party claims, or liability of any nature, including death or injury to any person, property damage or any other loss, including all costs and expenses of whatever nature including attorney’s fees, experts fees, court costs and disbursements (“Claims”) resulting from, arising out of or in any manner related to the negligent, willful, or criminal performance or nonperformance by CONSULTANT, its officers, employees, DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 5 of 43 agents or contractors under this Agreement, regardless of whether or not it is caused in part by an Indemnified Party. 16.2. Notwithstanding the above, nothing in this Section 16 shall be construed to require CONSULTANT to indemnify an Indemnified Party from a Claim arising from the active negligence or willful misconduct of an Indemnified Party that is not contributed to by any act of, or by any omission to perform a duty imposed by law or agreement by, CONSULTANT, its officers, employees, agents or contractors under this Agreement. 16.3. The acceptance of CONSULTANT’s Services and duties by CITY shall not operate as a waiver of the right of indemnification. The provisions of this Section 16 shall survive the expiration or early termination of this Agreement. SECTION 16.A. LIMITATION OF LIABILITY. 16.A.1. LIMITATION OF LIABILITY OF CONSULTANT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL CONSULTANT BE LIABLE TO CITY, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES OR FOR ANY LOSS OF PROFIT OR LOSS OF BUSINESS BY CITY, EVEN IF CONSULTANT HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH POTENTIAL CLAIM, LOSS OR DAMAGE. EXCEPT AS PROVIDED IN THE IMMEDIATELY FOLLOWING SENTENCE, IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT OF CONSULTANT TO CITY EXCEED TEN MILLION ($10,000,000) DOLLARS. CONSULTANT'S LIABILITY LIMIT SET FORTH HEREIN SHALL NOT APPLY TO (1) DAMAGES CAUSED BY CONSULTANT'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR CRIMINAL CONDUCT, (2) CONSULTANT'S OBLIGATIONS TO INDEMNIFY AND DEFEND CITY PURSUANT TO SECTION 16 (“INDEMNIFICATION”) OF THIS AGREEMENT, (3) LIMIT CLAIMS OR GENERAL DAMAGES THAT FALL WITHIN THE INSURANCE COVERAGE OF THIS AGREEMENT, (4) STATUTORY DAMAGES, AND (5) WRONGFUL DEATH CAUSED BY CONSULTANT. 16.A.2. LIMITATION OF LIABILITY OF CITY. CITY’S PAYMENT OBLIGATIONS UNDER THIS AGREEMENT SHALL BE LIMITED TO THE PAYMENT OF THE COMPENSATION PROVIDED FOR IN SECTION 4 (“NOT TO EXCEED COMPENSATION”) OF THIS AGREEMENT. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, IN NO EVENT SHALL CITY BE LIABLE, REGARDLESS OF WHETHER ANY CLAIM IS BASED ON CONTRACT OR TORT, FOR ANY SPECIAL, CONSEQUENTIAL, INDIRECT OR INCIDENTAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES PERFORMED IN CONNECTION WITH THIS AGREEMENT. SECTION 17. WAIVERS. No waiver of a condition or nonperformance of an obligation under this Agreement is effective unless it is in writing in accordance with Section 29.4 of this Agreement. No delay or failure to require performance of any provision of this Agreement shall constitute a waiver of that provision as to that or any other instance. Any waiver granted shall apply solely to the specific instance expressly stated. No single or partial exercise of any right or remedy will preclude any other or further exercise of any right or remedy. DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 6 of 43 SECTION 18. INSURANCE. 18.1. CONSULTANT, at its sole cost and expense, shall obtain and maintain, in full force and effect during the term of this Agreement, the insurance coverage described in Exhibit D, entitled “INSURANCE REQUIREMENTS”. CONSULTANT and its contractors, if any, shall obtain a policy endorsement naming CITY as an additional insured under any general liability or automobile policy or policies. 18.2. All insurance coverage required hereunder shall be provided through carriers with AM Best’s Key Rating Guide ratings of A-:VII or higher which are licensed or authorized to transact insurance business in the State of California. Any and all contractors of CONSULTANT retained to perform Services under this Agreement will obtain and maintain, in full force and effect during the term of this Agreement, identical insurance coverage, naming CITY as an additional insured under such policies as required above. 18.3. Certificates evidencing such insurance shall be filed with CITY concurrently with the execution of this Agreement. The certificates will be subject to the approval of CITY’s Risk Manager and will contain an endorsement stating that the insurance is primary coverage and will not be canceled, or materially reduced in coverage or limits, by the insurer except after filing with the Purchasing Manager thirty (30) days’ prior written notice of the cancellation or modification. If the insurer cancels or modifies the insurance and provides less than thirty (30) days’ notice to CONSULTANT, CONSULTANT shall provide the Purchasing Manager written notice of the cancellation or modification within two (2) business days of the CONSULTANT’s receipt of such notice. CONSULTANT shall be responsible for ensuring that current certificates evidencing the insurance are provided to CITY’s Chief Procurement Officer during the entire term of this Agreement. 18.4. The procuring of such required policy or policies of insurance will not be construed to limit CONSULTANT’s liability hereunder nor to fulfill the indemnification provisions of this Agreement. Notwithstanding the policy or policies of insurance, CONSULTANT will be obligated for the full and total amount of any damage, injury, or loss caused by or directly arising as a result of the Services performed under this Agreement, including such damage, injury, or loss arising after the Agreement is terminated or the term has expired, subject to the limitation of liability set forth in Section 16.A of this Agreement. SECTION 19. TERMINATION OR SUSPENSION OF AGREEMENT OR SERVICES. 19.1. The City Manager may suspend the performance of the Services, in whole or in part, or terminate this Agreement, with cause, by giving a written notice specifying the nature of the cause and providing thirty (30) days to cure. If CONSULTANT fails to cure within the time period, in addition to all other remedies provided under this Agreement or at law, the City Manager may terminate this Agreement immediately upon written notice of termination. Upon receipt of any notice of suspension or termination, CONSULTANT will discontinue its performance of the Services on the effective date in the notice of suspension or termination. 19.2. In event of suspension or termination, CONSULTANT will deliver to the City Manager on or before the effective date in the notice of suspension or termination, any and all work product, as detailed in Section 14 (Ownership of Materials), whether or not completed, prepared by CONSULTANT or its contractors, if any, in the performance of this Agreement. Such work product DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 7 of 43 is the property of CITY, as detailed in Section 14 (Ownership of Materials). 19.3. In event of suspension or termination, CONSULTANT will be paid for the Services rendered and work products delivered to CITY in accordance with the Scope of Services up to the effective date in the notice of suspension or termination; provided, however, if this Agreement is suspended or terminated on account of a default by CONSULTANT, CITY will be obligated to compensate CONSULTANT only for that portion of CONSULTANT’s Services provided in material conformity with this Agreement as such determination is made by the City Manager acting in the reasonable exercise of his/her discretion. The following Sections will survive any expiration or termination of this Agreement: 14, 15, 16, 17, 19.2, 19.3, 19.4, 20, 25, 27, 28, 29 and 30. 19.4. No payment, partial payment, acceptance, or partial acceptance by CITY will operate as a waiver on the part of CITY of any of its rights under this Agreement, unless made in accordance with Section 17 (Waivers). SECTION 20. NOTICES. All notices hereunder will be given in writing and mailed, postage prepaid, by certified mail, addressed as follows: To CITY: Office of the City Clerk City of Palo Alto Post Office Box 10250 Palo Alto, CA 94303 With a copy to the Purchasing Manager To CONSULTANT: Attention of the Project Manager at the address of CONSULTANT recited on the first page of this Agreement. CONSULTANT shall provide written notice to CITY of any change of address. SECTION 21. CONFLICT OF INTEREST. 21.1. In executing this Agreement, CONSULTANT covenants that it presently has no interest, and will not acquire any interest, direct or indirect, financial or otherwise, which would conflict in any manner or degree with the performance of the Services. 21.2. CONSULTANT further covenants that, in the performance of this Agreement, it will not employ subcontractors or other persons or parties having such an interest. CONSULTANT certifies that no person who has or will have any financial interest under this Agreement is an officer or employee of CITY; this provision will be interpreted in accordance with the applicable provisions of the Palo Alto Municipal Code and the Government Code of the State of California, as amended from time to time. CONSULTANT agrees to notify CITY if any conflict arises. 21.3. If the CONSULTANT meets the definition of a “Consultant” as defined by the Regulations of the Fair Political Practices Commission, CONSULTANT will file the appropriate financial disclosure documents required by the Palo Alto Municipal Code and the Political Reform Act of 1974, as amended from time to time. DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 8 of 43 SECTION 22. NONDISCRIMINATION; COMPLIANCE WITH ADA. 22.1. As set forth in Palo Alto Municipal Code Section 2.30.510, as amended from time to time, CONSULTANT certifies that in the performance of this Agreement, it shall not discriminate in the employment of any person due to that person’s race, skin color, gender, gender identity, age, religion, disability, national origin, ancestry, sexual orientation, pregnancy, genetic information or condition, housing status, marital status, familial status, weight or height of such person. CONSULTANT acknowledges that it has read and understands the provisions of Section 2.30.510 of the Palo Alto Municipal Code relating to Nondiscrimination Requirements and the penalties for violation thereof, and agrees to meet all requirements of Section 2.30.510 pertaining to nondiscrimination in employment. 22.2. CONSULTANT understands and agrees that pursuant to the Americans Disabilities Act (“ADA”), programs, services and other activities provided by a public entity to the public, whether directly or through a contractor or subcontractor, are required to be accessible to the disabled public. CONSULTANT will provide the Services specified in this Agreement in a manner that complies with the ADA and any other applicable federal, state and local disability rights laws and regulations, as amended from time to time. CONSULTANT will not discriminate against persons with disabilities in the provision of services, benefits or activities provided under this Agreement. SECTION 23. ENVIRONMENTALLY PREFERRED PURCHASING AND ZERO WASTE REQUIREMENTS. CONSULTANT shall comply with the CITY’s Environmentally Preferred Purchasing policies which are available at CITY’s Purchasing Department, hereby incorporated by reference and as amended from time to time. CONSULTANT shall comply with waste reduction, reuse, recycling and disposal requirements of CITY’s Zero Waste Program. Zero Waste best practices include, first, minimizing and reducing waste; second, reusing waste; and, third, recycling or composting waste. In particular, CONSULTANT shall comply with the following Zero Waste requirements: i. All printed materials provided by CONSULTANT to CITY generated from a personal computer and printer including but not limited to, proposals, quotes, invoices, reports, and public education materials, shall be double-sided and printed on a minimum of 30% or greater post- consumer content paper, unless otherwise approved by CITY’s Project Manager. Any submitted materials printed by a professional printing company shall be a minimum of 30% or greater post-consumer material and printed with vegetable-based inks. ii. Goods purchased by CONSULTANT on behalf of CITY shall be purchased in accordance with CITY’s Environmental Purchasing Policy including but not limited to Extended Producer Responsibility requirements for products and packaging. A copy of this policy is on file at the Purchasing Department’s office. iii. Reusable/returnable pallets shall be taken back by CONSULTANT, at no additional cost to CITY, for reuse or recycling. CONSULTANT shall provide documentation from the facility accepting the pallets to verify that pallets are not being disposed. SECTION 24. COMPLIANCE WITH PALO ALTO MINIMUM WAGE ORDINANCE. CONSULTANT shall comply with all requirements of the Palo Alto Municipal Code Chapter 4.62 (Citywide Minimum Wage), as amended from time to time. In particular, for any employee otherwise entitled to the State minimum wage, who performs at least two (2) hours of work in a calendar week within the geographic boundaries of the City, CONSULTANT shall pay such employees no less than the minimum wage set forth in Palo Alto Municipal Code Section 4.62.030 for each hour worked within the geographic boundaries of the City of Palo Alto. In addition, CONSULTANT shall post DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 9 of 43 notices regarding the Palo Alto Minimum Wage Ordinance in accordance with Palo Alto Municipal Code Section 4.62.060. SECTION 25. NON-APPROPRIATION. This Agreement is subject to the fiscal provisions of the Charter of the City of Palo Alto and the Palo Alto Municipal Code, as amended from time to time. This Agreement will terminate without any penalty (a) at the end of any fiscal year in the event that funds are not appropriated for the following fiscal year, or (b) at any time within a fiscal year in the event that funds are only appropriated for a portion of the fiscal year and funds for this Agreement are no longer available. This Section shall take precedence in the event of a conflict with any other covenant, term, condition, or provision of this Agreement. SECTION 26. PREVAILING WAGES AND DIR REGISTRATION FOR PUBLIC WORKS CONTRACTS. This Project is not subject to prevailing wages and related requirements. CONSULTANT is not required to pay prevailing wages and meet related requirements under the California Labor Code and California Code of Regulations in the performance and implementation of the Project if the contract: i. is not a public works contract; ii. is for a public works construction project of $25,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j); or iii. is for a public works alteration, demolition, repair, or maintenance project of $15,000 or less, per California Labor Code Sections 1782(d)(1), 1725.5(f) and 1773.3(j). SECTION 27. CLAIMS PROCEDURE FOR “9204 PUBLIC WORKS PROJECTS”. For purposes of this Section 27, a “9204 Public Works Project” means the erection, construction, alteration, repair, or improvement of any public structure, building, road, or other public improvement of any kind. (Cal. Pub. Cont. Code § 9204.) Per California Public Contract Code Section 9204, for Public Works Projects, certain claims procedures shall apply, as set forth in Exhibit F, entitled “Claims for Public Contract Code Section 9204 Public Works Projects”. This Project is not a 9204 Public Works Project. SECTION 28. CONFIDENTIAL INFORMATION. 28.1. In the performance of this Agreement, the parties may have access to each other’s Confidential Information (defined below). The parties will hold Confidential Information in strict confidence, not disclose it to any third party, and will use it only for the performance of their respective obligations under this Agreement and for no other purpose. The parties will maintain reasonable and appropriate administrative, technical and physical safeguards to ensure the security, confidentiality and integrity of the Confidential Information. Notwithstanding the foregoing, each party may disclose Confidential Information to its respective employees, agents and subcontractors, if any, to the extent they have a need to know in order to perform obligations under this Agreement and for no other purpose, provided that such party informs them of, and requires them to follow, the confidentiality and security obligations of this Agreement. 28.2. “Confidential Information” means all data, information (including without limitation “Personal Information” about a California resident as defined in Civil Code Section 1798 et seq., as amended from time to time, and “Electronic Payment Data,” defined as any data collected from a person to compete a payment by electronic means) and materials, in any form or media, tangible or intangible, provided or otherwise made available to a party to this Agreement (the “receiving party”), directly or indirectly, pursuant to this Agreement. Except for documents DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 10 of 43 containing “Personal Information” and/or “Electronic Payment Data” as defined in the previous sentence, a party shall mark any document with the word CONFIDENTIAL prominently on each section or page of the document that is intended to be confidential. An email signature that contains a confidentiality clause or disclaimer shall not be considered marking a document CONFIDENTIAL within the meaning of this section. Confidential Information excludes information that the receiving party can show by appropriate documentation: (i) was publicly known at the time it was provided or has subsequently become publicly known other than by a breach of this Agreement; (ii) was rightfully in the receiving party’s possession free of any obligation of confidence prior to receipt of Confidential Information; (iii) is rightfully obtained by the receiving party from a third party without breach of any confidentiality obligation; (iv) is independently developed by employees of the receiving party without any use of or access to the Confidential Information; or (v) the receiving party has written consent to disclose signed by an authorized representative of the party who disclosed the Confidential Information (the “disclosing party”). 28.3. Notwithstanding the foregoing, the receiving party may disclose Confidential Information to the extent required by law, order of a court of competent jurisdiction or governmental body, provided that the receiving party will notify the disclosing party in writing of such order within 72 hours upon receipt and prior to any such disclosure (unless the receiving party is prohibited by law from doing so), to give the disclosing party an opportunity to oppose or otherwise respond to such order. 28.4. CONSULTANT will notify City within 72 hours (or sooner if required by law) upon learning of any breach in the security of its systems or unauthorized disclosure of, or access to, Confidential Information in its possession or control, and if such Confidential Information consists of Personal Information, CONSULTANT will provide information to CITY sufficient to meet the notice requirements of Civil Code Section 1798 et seq., as applicable, as amended from time to time. 28.5. Prior to or upon termination or expiration of this Agreement, the receiving party will honor any request from the disclosing party to return or securely destroy all copies of Confidential Information in conformance with any applicable laws or retention schedules. All Confidential Information is and will remain the property of the disclosing party and nothing contained in this Agreement grants or confers any rights to such Confidential Information on the receiving party. 28.6. If selected in Section 30 (Exhibits), this Agreement is also subject to the terms and conditions of the Information Privacy Policy. SECTION 29. MISCELLANEOUS PROVISIONS. 29.1. This Agreement will be governed by California law, without regard to its conflict of law provisions. 29.2. In the event that an action is brought, the parties agree that trial of such action will be vested exclusively in the state courts of California in the County of Santa Clara, State of California. 29.3. The prevailing party in any action brought to enforce the provisions of this Agreement may recover its reasonable costs and attorneys’ fees expended in connection with that action. The prevailing party shall be entitled to recover an amount equal to the fair market value of legal services provided by attorneys employed by it as well as any attorneys’ fees paid to third parties. DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 11 of 43 29.4. This Agreement, including all exhibits, constitutes the entire and integrated agreement between the parties with respect to the subject matter of this Agreement, and supersedes all prior agreements, negotiations, representations, statements and undertakings, either oral or written. This Agreement may be amended only by a written instrument, which is signed by the authorized representatives of the parties and approved as required under Palo Alto Municipal Code, as amended from time to time. 29.5. If a court of competent jurisdiction finds or rules that any provision of this Agreement is void or unenforceable, the unaffected provisions of this Agreement will remain in full force and effect. 29.6. In the event of a conflict between the terms of this Agreement and the exhibits hereto (per Section 30) or CONSULTANT’s proposal (if any), the Agreement shall control. In the event of a conflict between the exhibits hereto and CONSULTANT’s proposal (if any), the exhibits shall control. 29.7. The provisions of all checked boxes in this Agreement shall apply to this Agreement; the provisions of any unchecked boxes shall not apply to this Agreement. 29.8. All section headings contained in this Agreement are for convenience and reference only and are not intended to define or limit the scope of any provision of this Agreement. 29.9. This Agreement may be signed in multiple counterparts, which, when executed by the authorized representatives of the parties, shall together constitute a single binding agreement. SECTION 30. EXHIBITS. Each of the following exhibits, if the check box for such exhibit is selected below, is hereby attached and incorporated into this Agreement by reference as though fully set forth herein: ☒ EXHIBIT A: SCOPE OF SERVICES ☒ EXHIBIT B: SCHEDULE OF PERFORMANCE ☒ EXHIBIT C: COMPENSATION ☒ EXHIBIT C-1: SCHEDULE OF RATES ☒ EXHIBIT D: INSURANCE REQUIREMENTS ☒ EXHIBIT E: INFORMATION PRIVACY POLICY THIS AGREEMENT IS NOT COMPLETE UNLESS ALL SELECTED EXHIBITS ARE ATTACHED. DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 12 of 43 CONTRACT No. C23184827 SIGNATURE PAGE IN WITNESS WHEREOF, the parties hereto have by their duly authorized representatives executed this Agreement as of the date first above written. CITY OF PALO ALTO ____________________________ City Manager APPROVED AS TO FORM: __________________________ City Attorney or Designee NOMAD TRANSIT, LLC Officer 1 By:___________________________ Name:_________________________ Title:__________________________ Officer 2 By:___________________________ Name:_________________________ Title:__________________________ DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Alex Lavoie Manager Erin Abrams Chief Legal Officer Page 13 of 43 EXHIBIT A SCOPE OF SERVICES CONSULTANT (aka “Contractor”) shall provide the Services detailed in this Exhibit A, entitled “SCOPE OF SERVICES”. SECTION 1: SERVICE DETAILS A. Service Hours, Days, and Area Contractor shall operate Palo Alto On-Demand Transit Services. Services are scheduled to begin as detailed in Exhibit B and operate from March 2023 through and inclusive of at least 18 months of total service or until funding under this Agreement is depleted, with further services available via contract extension and funding availability. Operating Hours Daily Service Hours 8:00 a.m. – 6:00 p.m. (Rides to be requested by 6pm but may end after that) Up to 10 service hours per vehicle daily Contractor shall have all service vehicles staged and ready to receive passengers at least ten (10) minutes before start of each service day. Operations on City Holidays (per PAMC 2.08.100) may be limited or cancelled upon mutual agreement of the Parties. The Service Area for the Services shall be defined by the City and may be amended from time to time. B. Service Increases and Reductions CITY reserves the right to increase, reduce, or modify shuttle service as CITY may find necessary or appropriate in response to changes in ridership or CITY’s annual budget. Any additions shall be compensated at the hourly rates agreed upon by Contractor and CITY. CITY will give Contractor at least thirty (30) days’ notice for shuttle service changes such as adding, deleting or modifying service. The contractor will be expected to acquire any additional vehicles as well as hiring and training new personnel necessary. If Contractor requires additional time beyond 30-days to acquire the necessary vehicles and personnel, Contractor must contact CITY in writing within five (5) business days of receipt of CITY’s written request for the modified or expanded service. Contractor and CITY must then mutually agree on a new date for fulfilling CITY’s request to add service, however, under no circumstances shall that date be more than 75 days from the date of City’s written request for additional service. The contractor may elect to provide the requested service change in less than 30-days if they are able and CITY agrees. The contractor must always maintain sufficient staffing of vehicle operators to operate a minimum of 9 vehicles. C. As detailed further in this Exhibit A, Contractor shall provide a Work Plan, Launch Schedule, Startup processes, Personnel Recruitment, Onboarding, and Management, Vehicle provision, Marketing and Community Engagement, Rider Growth strategies, ongoing Training, Partner Support, Call Center Support, Service Performance Analysis, Weekly and/or Bi-Weekly Check-in Meetings per each major phase and services provision effort, Service Goals DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 14 of 43 reporting and management, and for the initial funding provided, a reasonable provision of Premium Features in service of pursuing funding for sustained operations (including a Planning Workshop, support for Innovative Funding Models, pursuit of Institutional Sponsorships and Additional Sources of Revenue). SECTION 2: WORK PLAN AND PRE-LAUNCH A. Work Plan Contractor to deliver and operate a full turnkey microtransit service on behalf of the City, including, but not limited to equipment, labor, and software; with the technical capabilities of integrated payment system, rider incentives, a Rider App, and algorithms that enable on-demand and shared rides by using real-time data. Contractor to provide Agile project management, project governance, and product development; with processes to rapidly deploy test and iterate ideas, communicate frequently with partners; and quickly incorporate feedback without causing delays. To include productive partner communication and nimble project management, team meeting deliverables to include agreed-upon timelines while maintaining the flexibility to course-correct as necessary. Contractor to work with Palo Alto to clarify goals and service specifications, including desired quality of service metrics (e.g. average wait times, maximum walking distance, etc.), key destinations served, and expected travel patterns throughout the zone), followed by data gathering (Contractor will estimate demand patterns for the service by examining the local physical environment, including street widths, land use, and residential and employment densities. Where available, Contractor will on draw on existing data, such as transit ridership, parking data, census information, and demographic data; for Simulations to test results (Using an in-house simulation technology, Contractor to test its algorithm’s performance under different demand levels, travel patterns, fleet sizes, and traffic conditions, producing hundreds of Key Performance Indicators (KPIs). These metrics include expected wait times, ride aggregation predictions, and more.) During this simulation phase, Contractor algorithms to generate granular data, guide City through the results and impacts on service, before refining configurations according to desired outcomes. Contractor to provide Recommendations based on the results of these analyses to work with the City to plan service operations. Contractor to develop detailed and actionable launch plan, including steps for system localization, software features configuration, driving training, and ongoing rider engagement, and then Launch Service based on the results of our collaborative analyses; Contractor to work with City to finalize service operations approach, and then Launch Service with City. Contractor to: Continue to develop the solution in response to performance data and feedback. Contractor to oversee and manage all of the services and features required to launch and deliver an exceptional microtransit service, including partner & funding recruitment, workflow management, fleet provision, customer support, and safety plans. DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 15 of 43 B. Pre-Launch Tasks and Responsibilities Launch Stages & Milestones Responsibilities Weeks 1 – 6: Contractor will refine and finalize the service scope to best meet the City’s goals. We will identify technical requirements and finalize any unique product needs during the Kickoff and Design Review meetings. We will also collaborate with the City to finalize the marketing strategy and determine an appropriate strategy for serving students requesting pickups or drop-off up to one mile outside of the standard service zone. City to: ●Provide service branding assets ● Communicate marketing goals ● Provide data to inform service simulations ● Work with Contractor to determine zone boundaries and desired service characteristics Contractor to: ● Configure zone geographies, service hours, and service modes ● Configure mapping and routing inputs ● Confirm data-sharing plan ● Establish marketing plan Milestone: Finalized project scope Milestone: Established service parameters Milestone: Finalized data sharing plan Milestone: Defined marketing plan Weeks 2 – 7: Contractor’s Product Team to configure the Rider App, Driver App, and supporting dashboards. Contractor to localize the service to Palo Alto and begin system testing. City to: Continue to provide input on desired service characteristics (e.g., content for rider messages) Contractor to: ●Localize back-end and front-end environment ● Perform internal system tests ● Determine Virtual Bus Stops Milestone: Localized software suite Milestone: Quality assurance and internal system testing completed Weeks 6 – 12: Contractor to continue testing the service with real riders and drivers — reviewing routing, rider messaging, and other functionalities to ensure the experience aligns with the City’s project vision. Additionally, Contractor to conduct training workshops with drivers and Palo Alto staff, as needed. City to: Attend relevant training workshops Contractor to: ● Conduct final training workshops ● Conduct internal field tests with live riders and drivers in the service zone ● Perform a final field test of the system to test its readiness ● Prepare for service go- live Milestone: Pre-launch driver and staff training completed Milestone: Rider and Driver Apps available for download Weeks 7-12: Contractor to finalize the fleet management plan. Contractor to carry out activities within the pre-launch marketing and promotions plan. City to: ● Receive fleet management plan ● Attend key Contractor to: ● Inspect and approve all vehicles ● Implement marketing DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 16 of 43 marketing events (e.g., go-live kickoff event) and promotions plan (e.g., press releases) Milestone: Fleet ready for live service Milestone: Live field testing completed Milestone: All pre-launch marketing completed Week 12 – Ongoing: In the weeks immediately before and after service launch, Contractor’s Project Team to be on the ground in Palo Alto to ensure a timely and successful launch. If COVID19 restrictions do not allow for in-person meetings to happen, Contractor will provide continuous launch support remotely, using regularly-scheduled calls, video conferences, and webinars. Post- launch, Contractor will work to continuously improve the service in response to performance assessment and feedback. City to: ● Review Contractor- provided data reports ●Provide feedback on service performance ● Attend key marketing events Contractor to: ● Share service data and benchmark performance against KPIs provided by the City ● Make iterative improvements based on feedback from riders, drivers, and the City ● Implement post-launch marketing strategy to attract new riders C. Driver Recruitment and On-Boarding Driver Recruitment: Contractor to partner with independent contractor drivers that have been vetted by Contractor’s Operations Team – complying with the Personnel requirements listed in the RFP Scope of Work. For each driver applicant, a driving history and criminal record check to be completed before they can access the Contractor Platform and on an ongoing basis thereafter. If background checks uncover any barring charges or criminal history, Contractor will not permit the applicant to use the Contractor Platform. In addition to clearing a thorough, third-party background check, to ensure a high standard of safety and professionalism, Contractor to conduct post-accident and reasonable suspicion drug and alcohol testing of the City’s drivers. Contractor to leverage experience conducting random testing in deployments worldwide, so as to maintain a driver pool fit for microtransit service delivery. Driver Onboarding: Contractor to coordinate comprehensive pre-launch onboarding for drivers, through a program to equip each driver to deliver safe, comfortable, and friendly experiences for riders. Intensive sessions and online modules to teach drivers how to: 1. Provide outstanding customer service, including instructions on greeting passengers and providing assistance to those who may not understand how to use the service; 2. Assist passengers with limited mobility (e.g., how to operate a wheelchair lift); 3. Practice defensive driving and safely navigate roads; 4. Follow safety and emergency instructions, including how to handle and report accidents and major incidents; and 5. Use the Contractor Driver App, including how to troubleshoot or report any technology issues. 6. Contractor program to include Passenger Assistance, Safety & Sensitivity for Rideshare PASS onboarding sessions, a program developed by the Community Transportation Association of America CTAA, for drivers who provide WAV service. Subject areas covered include: 7. Customer Service, Professionalism 8. The Americans with Disabilities Act ADA 9. Ramp Operation DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 17 of 43 10. Disability Awareness 11. Wheelchairs and Assistive Devices 12. Wheelchair Securement 13. In addition to standard PASS training, Contractor to curate an onboarding program to ensure that drivers are prepared to serve the City’s anticipated rider cohorts, including senior citizens and riders with disabilities. Contractor to coordinate additional certifications if necessary to ensure that all drivers are in compliance with relevant local, state, and federal regulations. SECTION 3: VEHICLE, DRIVER, AND PERSONNEL STANDARDS A. Vehicle Requirements: Contractor shall provide enough vehicles (minimum 9) that seat a minimum of four (4) riders each, including at least two dedicated spares to be used as stand-by vehicles. Contractor shall also have the capability to provide additional vehicles for any service expansion requested by CITY at a later date. Additionally, Contractor is responsible for ensuring that all service vehicles meet the applicable California Air Resources Board (CARB) and Bay Area Air Quality Management District (BAAQMD) air emissions standards for public transit fleets at all times. At commencement of service, all vehicles used shall be no more than one (1) year old and have incurred fewer than 50,000 miles on engine and transmission, unless prior written approval from CITY has been received. All vehicles used at the start of the contract must adhere to the vehicle requirements contained in the next section, “Type of Vehicle.” 1. Type of Vehicle: The following types of vehicles may be placed in service during the contract term: When available, new or used electric, hybrid-electric, or fuel cell vehicles should be utilized. If fossil-fueled vehicles are included in the service fleet, then Contractor must make a best effort to transition to zero emission vehicles during the contract term. Each service vehicle shall further meet the following criteria: a. At least 3 vehicles in operation shall be accessible to disabled patrons and be equipped with proper wheelchair restraints, complying with the Americans with Disabilities Act regulations. b. Vehicle signage and logos/wraps shall be designed by the City but installed and maintained by Contractor. No additional advertising or messages shall be provided on the vehicles without written authorization by the City. c. Each vehicle shall be equipped with a working communications system linking the vehicle with its operating facility. The communications system must be operable in all locations on the service areas specified. Two-way communications must be possible at all times during all service hours. In this case, the “communications system” will be the Contractor Driver app, and drivers will be using their personal smartphones. d. Each vehicle shall be equipped with an automatic passenger counting system or equivalent, such as utilizing Contractor’s booking software to count the number of passengers e. Each vehicle providing service shall have fully functioning and properly maintained heating and air-conditioning. DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 18 of 43 f. Each vehicle shall be equipped with a bicycle rack, with the exception of wheelchair-accessible vehicles to prioritize riders requiring a wheelchair g. Each vehicle shall be equipped with a GPS device enabling riders to track the vehicle and estimate its schedule arrival. h. Fare payments will be made in the mobile phone application that accompanies the service. Other payment options will include a web booking portal (with the same look and flow as the rider application) and over the phone with a customer support reservationist. 2. Vehicle Licensing: The Contractor shall keep all vehicles fully licensed and inspected as required by state and local government and regulatory agencies. The Contractor shall further comply with all federal, state and local vehicle registration, permitting, operating, emissions and regulatory requirements, restrictions and laws. 3. Vehicle Safety/Inspections: The vehicles shall comply with all applicable State and Department of Transportation Motor Vehicle Safety Standards. Contractor shall be responsible for ensuring that vehicles are inspected and only driven if they are considered to be in safe operating condition. Vehicles shall be repaired or replaced within 30 minutes of breakdown. Vehicles failing inspection shall not be used in service until the failure and its cause(s) are corrected. All replaced vehicles must display the proper signage as directed by CITY. CITY reserves the right but has no obligation to ensure that vehicles are being maintained properly and are in safe operating condition. CITY may inspect vehicles at any time and may bar a vehicle from service, if it determines that the safety or operation of the vehicle is impaired, until the problem(s) are corrected. CITY may also bar a vehicle from service, if it fails to comply with the maintenance, operating and emissions standards dictated by federal, state and local mandates. Contractor must also ensure that the maintenance/repair facility and equipment used for maintenance and repair of all service vehicles are in compliance with all federal, state and local laws. CITY reserves the right to inspect all facilities and equipment used for maintenance and repair activities and requires that they be replaced or improved to ensure operational efficiency of the shuttle vehicles and the safety of employees and passengers. Additionally, the Contractor shall be in receipt of a current CHP Terminal Inspection Report at all times. 4. Vehicle Maintenance: The Contractor, at its expense, shall maintain all vehicles used for the services provided, at a minimum, in accordance with manufacturer’s specifications and/or in accordance with the State’s vehicle maintenance standards. Where duplicate standards/regulations exist, the Contractor shall be required to maintain vehicles in accordance with the stricter standards. Vehicles shall be cleaned and maintained as stated in this section. Maintenance records shall be kept for all vehicles and shall be available for CITY inspection during normal office hours (8 a.m. to 5 p.m.). Contractor shall have in place a maintenance process plan, including cleaning procedures for the vehicles. All fuels, lubricants, parts, materials, etc., required for DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 19 of 43 the performance of the service, shall be supplied by the Contractor at Contractor’s expense and may be subject to specification and approval by CITY. In addition to any other criteria identified by the Contractor, vehicles with cracked windshield, inoperative safety devices, inoperative heater/air conditioner, illegal tire tread, or other significant defects shall not be operated for Service. 5. Air Emissions: The vehicles used for provision of Palo Alto Shuttle services must not emit particulate matter (PM), Nitrous Oxide (NOx) and other air pollutants, indicated by the California Air Resources Board (CARB) and the Bay Area Air Quality Management District (BAAQMD), in amounts that exceed the maximum level(s) mandated by them. (See “Type of Vehicle” paragraph in this section for vehicle details.) Should Contractor choose to use diesel-powered vehicles, as approved by CARB and the BAAQMD only, Contractor must use ultralow- sulphur diesel fuel that does not exceed fifteen parts per million. Unless otherwise instructed, all Palo Alto Shuttle operators shall turn off the vehicle’s engine if the idle time will exceed three minutes per Palo Alto Municipal Code Chapter 10.62. 6. Wheelchair Lifts: Contractor shall maintain all wheelchair lifts and safety devices in full operating condition . During all preventative maintenance inspections, the lift shall be checked to ensure it is capable of lifting 600 pounds. Any required maintenance or repair work shall be performed before a vehicle can be put into service. 7. Spare Vehicles: The Contractor shall have at its disposal, and document for the City, a sufficient number of spare vehicles available via ownership or lease to meet service requirements. 8. Vehicle Damage: All cosmetic damage to vehicles shall be repaired in a high-quality manner and in an expeditious manner. Damaged vehicles shall immediately be removed from service until such repairs are completed and replaced with another vehicle that meets the vehicle and signage requirements indicated in the service contract. 9. Vehicle Signage: Vehicles shall include a Wrap Decal Scheme. The City will provide the design files for the Wrap Decal Schemes. Contractor will be responsible for printing, installing, and maintaining the Wrap Decal Scheme. Vehicles shall display signage as directed and approved by CITY, when providing Palo Alto transit services. Signs shall be maintained in prime condition throughout the contract period. CITY shall have the right to require the Contractor, at any time during the contract period and at Contractor’s sole expense, to replace any signage and/or logos that are torn, faded, frayed along the edges, obsolete, or otherwise deemed unacceptable by CITY for professional display. DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 20 of 43 Contractor must meet all Federal, State and local regulations regarding vehicle identification and signage. All marked vehicles are subject to approval by CITY before being placed in service. Furthermore, all signage and logos associated with the service must be removed or completely covered, should any of the designated shuttle vehicles be used to perform other contracted services that are unrelated to contracted services. 10. On Board Advertising: Any advertising on either the interior or exterior of the shuttle vehicles, while in service, is strictly prohibited. Any advertising already on vehicles must be removed prior to entering into CITY Service. However, CITY reserves the right to review this policy at a later date and implement on-board advertising, especially if proposed as a funding source for additional services. 11. Vehicle Cleaning: • At a minimum, interiors shall be swept, mopped, and wiped down daily, including the driver and dash areas. • At a minimum, exteriors shall be washed twice weekly with more frequent washings as required during periods of rainy weather, including polishing of windshields and cleaning of wheels. • At a minimum, all vehicles shall be completely detailed twice a month including, but not limited to, the driver’s area, dashboard, windows, ceiling, walls, floors and seats. B. Personnel Requirements: The Contractor shall be solely responsible for the provision and the satisfactory work performance of all its employees, including subcontracted personnel and partners, contributing to the Palo Alto On-Demand Shuttle service. The Contractor shall be solely responsible for payment of all employee and/or subcontractor and/or partner fees, wages and/or benefits. Without any additional expense to CITY, the Contractor shall comply with the requirements of employee liability, equal employment, Worker’s Compensation, unemployment insurance, Social Security, income tax and all other applicable laws. 1. Removal of Contract and Vendor Partner Personnel: Contractor shall remove services personnel who do not meet the performance standards in this Agreement. The Contractor shall not, without prior written notice to CITY, remove or re-assign the key management personnel identified in its proposal, (i.e. Project Manager) at any time, prior to or after execution of the Agreement. CITY has the right to approve of any proposed substitute or replacement of such key management personnel. Contractor shall immediately remove and report to City any drivers who are arrested for public offenses while providing shuttle services, including being cited for moving traffic violations, and immediately take all reasonable steps to ensure passenger and vehicle safety in the event of such a violation. 2. Project Manager: Contractor shall designate a Project Manager, specifically assigned to the provision of the service, who shall oversee the day-to-day operation of the service, as well as serve as a daily point of contact. The Project Manager shall fulfill reporting DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 21 of 43 requirements, address service and operator issues, respond to complaints, and ensure that daily service requirements are met. 3. Route Supervisor: Contractor shall designate a Service Supervisor for coordinating, monitoring and overseeing the day-to-day operations of shuttle service in the field. The Service Supervisor shall be responsible for communicating special instructions from the CITY to all shuttle vehicle operators and ensuring that the instructions are fulfilled accordingly. The Service Supervisor duty may be fulfilled by a Lead Operator. CITY staff, at their discretion, may from time to time provide operational instructions governing service operations. Contractor shall inform all service drivers that operational instructions from CITY staff must be fully executed. CITY staff shall notify Contractor of any special instructions provided to the operators which may impact service hours. 4. Drivers: The Contractor shall supply a sufficient number of qualified personnel to operate the vehicles and to provide the Services required. All drivers furnished by Contractor for the Services shall comply with the following: i. Appearance: Each of the Contractor’s drivers shall, at all times while on duty, in the performance of the services, be neatly, professionally and cleanly dressed. ii. Driver and Passenger Conduct Standards: Drivers shall comply with and enforce the following conduct standards, in order to maintain a comfortable and safe environment for all service patrons: 1. Drivers shall maintain a courteous and cooperative attitude in their contact with the public. 2. Drivers shall only provide accurate and correct information to customers. Project Manager is responsible for providing personnel with the most updated and accurate information regarding the service on a daily basis or more frequent. 3. Drivers and passengers shall not smoke on board or near the vehicles. 4. There shall be no operation of audio devices by drivers or passengers, with the exception that headphone systems are allowed to be played by passengers. 5. Drivers shall not use communication devices of any kind, including cellular telephones or Bluetooth headsets, for any purpose while driving or attending to passengers except that drivers may use communication devices to access the Contractor driver application for the purposes of providing its services. These devices shall only be used for communication while the driver is stopped at a designated bus stop or other safe location. 6. Shoes and shirts shall be required of all passengers. 7. No eating or drinking shall be allowed on board the vehicles. 8. Drivers shall operate vehicles safely and in compliance with applicable laws. DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 22 of 43 9. Drivers shall follow ADA protocol, anti-discrimination and sexual harassment policy, traffic regulations, and other local regulations. iii. Language Proficiency A level of proficiency in the English language, sufficient for speaking effectively and clearly with passengers and for preparing required written logs and reports, is required. iv. Licensing and Other Requirements 1. Contractor shall comply with the Immigration Reform and Control Act (IRCA), which requires all employers to verify the authorization of its employees to work in the United States. 2. All drivers shall be properly licensed in the State of California to provide this type of service. Contractor shall provide a written attestation that each driver is enrolled in the California Pull Notice Program and meets the applicable regulatory requirements as well as the requirements stated in this clause. Drivers shall possess the appropriate Driver’s License, with applicable endorsements mandated by the State of California for the type of vehicle operated. All drivers shall comply with all relevant State of California codes and standards. v. Future Standards – At such time as they may be implemented, drivers shall comply with any future standards, which may be required of drivers operating the Services. vi. Training – All drivers shall be required to receive, and have successfully completed, the minimum current drivers training required by the California Department of Motor Vehicles for the type of vehicle operated. All costs associated with driver training shall be the responsibility of the Contractor. The Contractor is responsible for ensuring that each driver is properly acquainted with the requirements of the program, his/her responsibilities as a driver, and assisting passengers with special needs and disabilities. vii. Sex Offenses – A driver shall be disqualified from operating a vehicle for conduct resulting in the following: 1. Any person required to register as a sex offender under the provisions of Section 290 of the Penal Code or under similar provisions of law of any other state. viii. Driving Offenses – A driver shall be disqualified from providing service, if any of the following circumstances exist: 1. Conviction of more than three (3) moving violations within the last three years. 2. Driver’s license has been suspended, revoked or put on probation by the DMV for a cause involving the safe operation of a motor vehicle within the last three years. ix. For each driver applicant, Contractor shall conduct a driving history and criminal record check to be completed before they can access the Contractor Platform and on an ongoing basis thereafter. If background checks uncover DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 23 of 43 any barring charges or criminal history, Contractor will not permit the applicant to use the Contractor Platform. In addition to clearing a thorough, third-party background check, to ensure a high standard of safety and professionalism, Contractor to conduct post-accident and reasonable suspicion drug and alcohol testing of the City’s drivers. Contractor to leverage experience conducting random testing in deployments worldwide, so as to maintain a driver pool fit for microtransit service delivery. x. Usage of Vehicles -- It is prohibited for drivers to allow friends, family or relatives to ride aboard vehicles unless they are actually using the service to get to a service area destination. 5. Driver Monitoring Ensuring Driver Excellence: Contractor’s Support and Operations Teams to monitor, track, and take corrective actions on driver-related issues around the clock. Issues may be flagged by external parties (ex. riders, community members, partners) through the following channels: Rider app with Post-ride rating on a 1 to 5 scale (with opportunity to provide additional detail); Rider app with Post-ride survey form; Rider support contact via Email form; Rider support contact via Phone call; or Partner support contact Support Ticket form. Upon receipt of feedback, Contractor agents to evaluate and classify the feedback based on severity. Contractor to track all driver incidents, including those involving customer service, vehicle status, dangerous driving, system knowledge, and fraud. Contractor to handle all complaints involving passengers immediately, and all others will be addressed in order. For complaints involving drivers, Contractor to investigate thoroughly and take appropriate disciplinary action up to and including permanent disaffiliation from the system During all service hours. Contractor’s local operations team and dispatchers to proactively monitor driver performance to ensure the provision of timely, safe, and accurate service. At all times, dispatchers to have a comprehensive overview of all driver locations. In addition to reviewing externally reported complaints, Contractor to regularly reviews key internal metrics including: ● Aggregate rider ratings ● Incident counts per driver partner ● Low completion rate of pickups and other measures of platform misuse These metrics may result in disciplinary action up to and including permanent disaffiliation from the system. 6. Driver Support ● Issues Reported by Drivers: Contractor to provide an excellent experience for those operating vehicles on the Contractor platform. Contractor to ensure they are regularly hearing from driver partners and addressing their concerns. Contractor to provide: ● Pulse Surveys: Contractor to request driver feedback and rating (out of 5) regarding their experience after each time using the platform; to include feedback on rental experience, navigation, app experience, and any other manually inputted feedback. ● Town Halls: Contractor to conduct semi-regular town halls where drivers can gather to collectively provide feedback and hear updates from the Contractor Operations DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 24 of 43 Team. Feedback is tracked and shared with all relevant internal teams. ● Office Hours: Contractor’s local operating team to hold weekly office hours for driver partners to receive one-on-one support. ● Driver Advocate Program: Contractor’s Driver Advocate program to pair each market with an experienced former Contractor Driver Partner now on the Driver Operations team. Feedback is to be tracked and shared with all relevant internal teams. ● Support: Contractor to provide several channels for support on and off the road including live phone, and email support. These interactions are to be tracked in Contractor’s customer support system. 7. Office Staff: The Contractor shall supply a sufficient number of employees to staff the Contractor’s office at all required times and perform all necessary tasks associated with the service, including responding to calls for information or assistance from the public or City staff. The Contractor shall be responsible for training these employees and ensuring that all program policies and procedures are understood and enforced. During all times when vehicles are on the road for this program, the Contractor shall staff the office with at least one person trained to perform radio dispatching functions, monitor the telephone and handle any issues associated with City Service. SECTION 4: RECORDS AND REPORTS A. Records and Reports Requirements: 1. Routine Reports Contractor shall compile, prepare and furnish to City the following records and reports in a format approved by City. These records and reports shall be submitted on a monthly basis with billing information. City reserves the right to withhold payment if the required reports are not included with the billing information by the due date established by City at the onset of the contract. iv. Billing Information (in City-specified format) v. Actual/Scheduled number of service operating hours and miles of each route and vehicle vi. Level of usage by disabled passengers and bicycles vii. Complete explanation of all accidents, incidents, complaints and unusual events viii. Passenger Counting data ix. Daily passenger logs, or equivalent, which must include daily passenger counts (on/off per nearest corner, totals) 2. The following data reports shall be provided by Contractor at least monthly to meet VTA funding requirements. System data Operating expenses Capital expenses and other miscellaneous expenses Total expenses Total fare revenues collected Average operating cost per trip Average fare per trip DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 25 of 43 Fare recovery rate Transit-dependent population data Fare revenues collected from youth, low income and disabled population Average cost per trip for youth, low income and disabled population Other performance indicators data Origin & Destination data Total # of bicycles carried Total # of wheelchair lift usage On-time performance (%) Total # of missed trips Total # of excessively late trips* Total # of bookings by mobile application/website Total # of bookings cancelled w/n allowable period ** Total # of bookings cancelled outside of allowable period** Total # of boardings by stop/boardings by Time of Day (nearest corner/intersection of stop) 3. Other Reports that shall be provided by Contractor upon City request as required by this Agreement include the following: i. Maintenance Records – vehicle number, dates, types of service, etc., daily vehicle availability, summary of vehicle road failures (as requested) ii. State Department of Motor Vehicles record of each driver (semi-annually) iii. California Highway Patrol (CHP) Pull-Notice System Reports (as required) iv. California Highway Patrol (CHP) Terminal Inspection Report v. Substance Abuse Control Program reports (as required) vi. Vehicle reports verifying compliance with CARB and the BAAQMD (as requested) vii. Passenger Surveys provided by City (as requested) viii. Report on Vehicle Compliance with the CARB to include engine type, vehicle model and year, odometer readings, fuel used, and vehicle size for each shuttle used to provide Palo Alto Shuttle services (prior to start of service and annually thereafter, or as requested) 4. Records Requirements: The Contractor shall be responsible for properly maintaining separate records and summaries for this Service as deemed necessary by City and/or for City’s submission to federal and/or state agencies. Contractor shall comply with all federal, state and local mandates regarding record retention. 5. Maintenance and Ownership of Records: All reports, records, and data relating to this Agreement shall be the property of City subject to the requirements of Section 14 of the contract. B. Periodic Reviews The Parties shall meet at these specified intervals for the following milestones and service items: DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 26 of 43 Milestone: Feedback gathered from initial users Quarterly review Milestone: Post-launch marketing and promotions plan initiated Monthly review Milestone: Ongoing optimization of day-to-day operations Monthly review Service Item Communication Schedule Recruitment, Onboarding, and Management; Personnel & Partners; Vehicle provision; Rider growth strategies; Ongoing training; Partner support; Call Center Support; Weekly and/or Bi-Weekly Check-in Meetings per each major phase and ongoing services provision effort Marking & Community Engagement Quarterly reviews following initial Weekly and/or Bi-Weekly Check-in Meetings to launch initial plan Service Performance Analysis Quarterly reviews following initial launch Service Goals reporting and management Quarterly reviews following initial launch SECTION 5: Miscellaneous Requirements 1. Fares: This Palo Alto On-Demand Transit service shall charge fares based on the following schedule: Fare Type Fare per Trip ($) Regular – Adult $3.50 Disabled $1 Low-income $1 Youth $1 Other types, please specify: Partner subsidies potentially available The Parties may modify the fare types and fare per trip upon mutual written agreement. Nomad shall collect these fares from customers. The fares shall belong to the City. Upon mutual agreement, the parties may determine how the fares shall be paid to the City; the fares may be applied directly to invoices or may be paid to the City, or in DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 27 of 43 any other manner mutually acceptable. 2. Gratuities: The Contractor and its employees and or subcontractors are prohibited from soliciting or accepting any tips or gifts of any kind while operating a vehicle in City Service. 3. Meetings: City plans to hold meetings on an as-needed basis for the purpose of discussing service problems and proposed solutions and to maintain open and frequent communications. Unless otherwise notified, the Contractor’s Project Manager shall attend all meetings. 4. Facilities: The City shall identify and make available a depot or parking lot with ample overnight parking for the dedicated fleet. The depot/lot must be in a safe and lighted area inside the boundaries of the service zone and have on-site charging available for the electric vehicles in the fleet. 5. Safety/Emergency Preparedness/Security Requirements: The Contractor shall provide for the safety of passengers by any and all reasonable means, including but not limited to: driver training, retraining, and monitoring; vehicle maintenance; maintaining order in and around vehicles; providing safety and emergency procedures. 6. Web-Based Vehicle Tracking: Each vehicle shall include Automatic Vehicle Location (AVL) technology that must provide real-time route and vehicle information via a web-based interface for use by the public. Public must be able to track vehicle location, receive estimates on arrival to stops and must have access to this information through a website as well as mobile applications (such as smartphone apps). The shuttle operator shall use websites as well as mobile applications that incorporate information for other public transit providers. The system must also be equipped with reporting capabilities to accurately datastream and archive operational service information (for example: route timing, passenger wait time, trip counts, operator performance, vehicle speed and movement, departure and arrival times, etc.). The cost of maintaining the GPS and web-based portal shall be included in the hourly service fee for each route. 7. On-Time Performance Monitoring: The contractor shall provide data to track the on-time performance of each shuttle trip. The city is permitted to share data to the public. Contractor shall provide the following data for each trip to allow for on-time performance monitoring of shuttle service. Field Name Format Description Trip Number xx1, xx2, xx3… 2-letter Date of the day + Consecutive trip # Trip Duration MM:SS Trip Distance Miles Start Date MM, DD, YYYY Start Time HH:MM:SS End Date MM, DD, YYYY End Time HH:MM:SS DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 28 of 43 8. City Promotions and Survey Materials: i. Upon City’s request, Contractor shall be required to hand out City promotional materials or surveys to passengers. The City shall supply all such materials. DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 29 of 43 EXHIBIT B SCHEDULE OF PERFORMANCE CONSULTANT shall perform the Services so as to complete each milestone within the number of days/weeks specified below. The time to complete each milestone may be increased or decreased by mutual written agreement of the Project Managers for CONSULTANT and CITY so long as all work is completed within the term of the Agreement. CONSULTANT shall provide a detailed schedule of work consistent with the schedule below within 2 weeks of receipt of the notice to proceed (“NTP”) from the CITY. Milestones Completion - Number of Days/Weeks (as specified below)from NTP Finalized project scope By end of Week 6 Established service parameters By end of Week 6 Finalized data sharing plan By end of Week 6 Defined marketing plan By end of Week 6 Localized software suite By end of Week 7 Quality assurance and internal system testing completed By end of Week 7 Pre-launch driver and staff training completed By end of Week 7 Rider and Driver Apps available for download By end of Week 7 Fleet ready for live service By end of Week 12 Live field testing completed By end of Week 12 All pre-launch marketing completed By end of Week 12 M-F, 8a-6p transit services provided Ongoing delivery beyond service launch Feedback gathered from initial users Quarterly review Post-launch marketing and promotions plan initiated Monthly review Ongoing optimization of day-to-day operations Monthly review End of service marketing plan 6 weeks before anticipated transit services end Final reporting requirements completed Before final disbursement of funds DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 30 of 43 EXHIBIT C COMPENSATION CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below. CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement. CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY. BUDGET SCHEDULE TASK NOT TO EXCEED AMOUNT Task 1 (Upfront Costs) $92,500.00 Task 2 (Vehicle Hours (Up to 21,580 Hours)) $1,945,050.00 Task 3 (Estimated Electricity Cost (To be Treated as a Pass- Through)) $6,000.00 Sub-total for Services $2,043,550.00 Reimbursable Expenses (if any) $0.00 Total for Services and Reimbursable Expenses $2,043,550.00 Additional Services (if any, per Section 4) $0.00 Maximum Total Compensation $2,043,550.00 Note: Pricing assumes that the Services provided hereunder are tax exempt and assumes service hours of 8am-6pm M-F. Pricing assumes launch within 4 months of contract signing. Estimated Electricity Cost assumes 2 active EVs with 171 Wh/km efficiency and electricity cost at $0.23 / kWh. Electricity costs will be treated as a pass-through. In the event that the Services cease to be tax exempt, such taxes will be treated as pass-through and charged to the City. REIMBURSABLE EXPENSES CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder. DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 31 of 43 Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00. All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information. DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 32 of 43 EXHIBIT C-1 SCHEDULE OF RATES CONSULTANT’s schedule of rates is as follows: Cost per Driver Hour, Months 1-12: $88.65 Cost per Driver Hour, Months 13-18: $93.09 Note: Annual rate increase for Months 13-18 will be the greater of 5% (as shown) or the last 12 months U.S. all-items CPI. A Driver Hour is defined as each hour during which a driver is paid on the Via platform. DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 33 of 43 EXHIBIT D INSURANCE REQUIREMENTS CONTRACTORS TO THE CITY OF PALO ALTO (CITY), AT THEIR SOLE EXPENSE, SHALL FOR THE TERM OF THE CONTRACT OBTAIN AND MAINTAIN INSURANCE IN THE AMOUNTS FOR THE COVERAGE SPECIFIED BELOW, AFFORDED BY COMPANIES WITH AM BEST’S KEY RATING OF A-:VII, OR HIGHER, AUTHORIZED TO TRANSACT INSURANCE BUSINESS IN THE STATE OF CALIFORNIA. AWARD IS CONTINGENT ON COMPLIANCE WITH CITY’S INSURANCE REQUIREMENTS, AS SPECIFIED, BELOW: REQUIRED TYPE OF COVERAGE REQUIREMENT MINIMUM LIMITS EACH OCCURRENCE AGGREGATE YES YES WORKER’S COMPENSATION EMPLOYER’S LIABILITY STATUTORY STATUTORY $1,000,000 $1,000,000 YES GENERAL LIABILITY, INCLUDING PERSONAL INJURY, BROAD FORM PROPERTY DAMAGE BLANKET CONTRACTUAL, PRODUCTS/COMPLETED OPERATIONS AND FIRE LEGAL LIABILITY BODILY INJURY PROPERTY DAMAGE BODILY INJURY & PROPERTY DAMAGE COMBINED. $1,000,000 $1,000,000 $1,000,000 $10,000,000 $10,000,000 $10,000,000 YES Cyber and Privacy Insurance SUCH INSURANCE SHALL INCLUDE COVERAGE FOR LIABILITY ARISING FROM COVERAGE IN AN AMOUNT SUFFICIENT TO COVER THE FULL REPLACEMENT VALUE OF DAMAGE TO, ALTERATION OF, LOSS OF, THEFT, DISSEMINATION OR DESTRUCTION OF ELECTRONIC DATA AND/OR USE OF CONFIDENTIAL INFORMATION, “PROPERTY” OF THE CITY OF PALO ALTO THAT WILL BE IN THE CARE, CUSTODY, OR CONTROL OF VENDOR. INFORMATION INCLUDING BUT NOT LIMITED TO, BANK AND CREDIT CARD ACCOUNT INFORMATION OR PERSONAL INFORMATION, SUCH AS NAME, ADDRESS, SOCIAL SECURITY NUMBERS, PROTECTED HEALTH INFORMATION OR OTHER PERSONAL IDENTIFICATION INFORMATION, STORED OR TRAMSITTED IN ELECTRONIC FORM. ALL DAMAGES $2,000,000 $2,000,000 YES AUTOMOBILE LIABILITY, INCLUDING ALL OWNED, HIRED, NON-OWNED BODILY INJURY - EACH PERSON - EACH OCCURRENCE PROPERTY DAMAGE BODILY INJURY AND PROPERTY DAMAGE, COMBINED $7,000,000 $7,000,000 $7,000,000 $7,000,000 $7,000,000 $7,000,000 $7,000,000 $7,000,000 $7,000,000 $7,000,000 YES SEXUAL ABUSE ALL DAMAGES $1.000,000 YES THE CITY OF PALO ALTO IS TO BE NAMED AS AN ADDITIONAL INSURED: CONTRACTOR, AT ITS SOLE COST AND EXPENSE, SHALL OBTAIN AND MAINTAIN, IN FULL FORCE AND EFFECT THROUGHOUT THE ENTIRE TERM OF ANY RESULTANT AGREEMENT, THE INSURANCE COVERAGE HEREIN DESCRIBED, INSURING NOT ONLY CONTRACTOR AND ITS SUBCONSULTANTS, IF ANY, BUT ALSO, WITH THE EXCEPTION OF WORKERS’ COMPENSATION, EMPLOYER’S LIABILITY AND PROFESSIONAL INSURANCE, NAMING AS ADDITIONAL INSUREDS CITY, ITS COUNCIL MEMBERS, OFFICERS, AGENTS, AND EMPLOYEES. I. INSURANCE COVERAGE MUST INCLUDE: DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 34 of 43 A. A CONTRACTUAL LIABILITY ENDORSEMENT PROVIDING INSURANCE COVERAGE FOR CONTRACTOR’S AGREEMENT TO INDEMNIFY CITY. II.ENDORSEMENT PROVISIONS, WITH RESPECT TO THE INSURANCE AFFORDED TO “ADDITIONAL INSUREDS” A. PRIMARY COVERAGE WITH RESPECT TO CLAIMS ARISING OUT OF THE OPERATIONS OF THE NAMED INSURED, INSURANCE AS AFFORDED BY THIS POLICY IS PRIMARY AND IS NOT ADDITIONAL TO OR CONTRIBUTING WITH ANY OTHER INSURANCE CARRIED BY OR FOR THE BENEFIT OF THE ADDITIONAL INSUREDS. B. CROSS LIABILITY THE NAMING OF MORE THAN ONE PERSON, FIRM, OR CORPORATION AS INSUREDS UNDER THE POLICY SHALL NOT, FOR THAT REASON ALONE, EXTINGUISH ANY RIGHTS OF THE INSURED AGAINST ANOTHER, BUT THIS ENDORSEMENT, AND THE NAMING OF MULTIPLE INSUREDS, SHALL NOT INCREASE THE TOTAL LIABILITY OF THE COMPANY UNDER THIS POLICY. III.CONTRACTOR MUST SUBMIT CERTIFICATES(S) OF INSURANCE EVIDENCING REQUIRED COVERAGE AT THE FOLLOWING URL: https://www.planetbids.com/portal/portal.cfm?CompanyID=25569. DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 35 of 43 EXHIBIT E INFORMATION PRIVACY POLICY POLICY AND PROCEDURES 1-64/IT Revised: December 2017 INFORMATION PRIVACY POLICY POLICY STATEMENT The City of Palo Alto (the “City”) strives to promote and sustain a superior quality of life for persons in Palo Alto. In promoting the quality of life of these persons, it is the policy of the City, consistent with the provisions of the California Public Records Act, California Government Code §§ 6250 – 6270, to take appropriate measures to safeguard the security and privacy of the personal (including, without limitation, financial) information of persons, collected in the ordinary course and scope of conducting the City’s business as a local government agency. These measures are generally observed by federal, state and local authorities and reflected in federal and California laws, the City’s rules and regulations, and industry best practices, including, without limitation, the provisions of California Civil Code §§ 1798.3(a), 1798.24, 1798.79.8(b), 1798.80(e), 1798.81.5, 1798.82(e), 1798.83(e)(7), and 1798.92(c). Though some of these provisions do not apply to local government agencies like the City, the City will conduct business in a manner which promotes the privacy of personal information, as reflected in federal and California laws. The objective of this Policy is to describe the City’s data security goals and objectives, to ensure the ongoing protection of the Personal Information, Personally Identifiable Information, Protected Critical Infrastructure Information and Personally Identifying Information of persons doing business wit the City and receiving services from the City or a third party under contract to the City to provide services. The terms “Personal Information,” “Protected Critical Infrastructure Information”, “Personally Identifiable Information” and “Personally Identifying Information” (collectively, the “Information”) are defined in the California Civil Code sections, reference. referred to above, and are incorporated in this Policy by PURPOSE The City, acting in its governmental and proprietary capacities, collects the Information pertaining to persons who do business with or receive services from the City. The Information is DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 36 of 43 collected by a variety of means, including, without limitation, from persons applying to receive services provided by the City, persons accessing the City’s website, and persons who access other information portals maintained by the City’s staff and/or authorized third-party contractors. The City is committed to protecting the privacy and security of the Information collected by the City. The City acknowledges federal and California laws, policies, rules, regulations and procedures, and industry best practices are dedicated to ensuring the Information is collected, stored and utilized in compliance with applicable laws. DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 37 of 43 POLICY AND PROCEDURES 1-64/IT Revised: December 2017 The goals and objectives of the Policy are: (a) a safe, productive, and inoffensive work environment for all users having access to the City’s applications and databases; (b) the appropriate maintenance and security of database information assets owned by, or entrusted to, the City; (c) the controlled access and security of the Information provided to the City’s staff and third party contractors; and (d) faithful compliance with legal and regulatory requirements. SCOPE The Policy will guide the City’s staff and, indirectly, third party contractors, which are by contract required to protect the confidentiality and privacy of the Information of the persons whose personal information data are intended to be covered by the Policy and which will be advised by City staff to conform their performances to the Policy should they enjoy conditional access to that information. CONSEQUENCES The City’s employees shall comply with the Policy in the execution of their official duties to the extent their work implicates access to the Information referred to in this Policy. A failure to comply may result in employment and/or legal consequences. EXCEPTIONS In the event that a City employee cannot fully comply with one or more element(s) described in this Policy, the employee may request an exception by submitting Security Exception Request. The exception request will be reviewed and administered by the City’s Information Security Manager (the “ISM”). The employee, with the approval of his or her supervisor, will provide any additional information as may be requested by the ISM. The ISM will conduct a risk assessment of the requested exception in accordance with guidelines approved by the City’s Chief Information Officer (“CIO”) and approved as to form by the City Attorney. The Policy’s guidelines will include at a minimum: purpose, source, collection, storage, access, retention, usage, and protection of the Information identified in the request. The ISM will consult with the CIO to approve or deny the exception request. After due consideration is given to the request, the exception request disposition will be communicated, in writing, to the City employee and his or her supervisor. The approval of any request may be subject to countermeasures established by the CIO, acting by the ISM. MUNICIPAL ORDINANCE This Policy will supersede any City policy, rule, regulation or procedure regarding information privacy. RESPONSIBILITIES OF CITY STAFF DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 38 of 43 POLICY AND PROCEDURES 1-64/IT Revised: December 2017 A. RESPONSIBILITY OF CIO AND ISM The CIO, acting by the ISM, will establish an information security management framework to initiate and coordinate the implementation of information security measures by the City’s government. The City’s employees, in particular, software application users and database users, and, indirectly, third party contractors under contract to the City to provide services, shall by guided by this Policy in the performance of their job responsibilities. The ISM will be responsible for: (a) developing and updating the Policy, (b) enforcing compliance with and the effectiveness of the Policy; (c) the development of privacy standards that will manifest the Policy in detailed, auditable technical requirements, which will be designed and maintained by the persons responsible for the City’s IT environments; (d) assisting the City’s staff in evaluating security and privacy incidents that arise in regard to potential violations of the Policy; (e) reviewing and approving department-specific policies and procedures which fall under the purview of this Policy; and (f) reviewing Non- Disclosure Agreements (NDAs) signed by third party contractors, which will provide services, including, without limitation, local or ‘cloud-based’ software services to the City. B. RESPONSIBILITY OF INFORMATION SECURITY STEERING COMMITTEE The Information Security Steering Committee (the “ISSC”), which is comprised of the City’s employees, drawn from the various City departments, will provide the primary direction, prioritization and approval for all information security efforts, including key information security and privacy risks, programs, initiatives and activities. The ISSC will provide input to the information security and privacy strategic planning processes to ensure that information security risks are adequately considered, assessed and addressed at the appropriate City department level. C. RESPONSIBILITY OF USERS All authorized users of the Information will be responsible for complying with information privacy processes and technologies within the scope of responsibility of each user. D. RESPONSIBILITY OF INFORMATION TECHNOLOGY (IT) MANAGERS The City’s IT Managers, who are responsible for internal, external, direct and indirect connections to the City’s networks, will be responsible for configuring, maintaining and securing the City’s IT networks in compliance with the City’s information security and privacy policies. They are also responsible for timely internal reporting of events that may have compromised network, system or data security. DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 39 of 43 POLICY AND PROCEDURES 1-64/IT Revised: December 2017 E. RESPONSIBILITY OF AUTHORIZATION COORDINATION The ISM will ensure that the City’s employees secure the execution of Non-Disclosure Agreements (NDA), whenever access to the Information will be granted to third party contractors, in conjunction with the Software as a Service (SaaS) Security and Privacy Terms and Conditions. An NDA must be executed prior to the sharing of the Information of persons covered by this Policy with third party contractors. The City’s approach to managing information security and its implementation (i.e. objectives, policies, processes, and procedures for information security) will be reviewed independently by the ISM at planned intervals, or whenever significant changes to security implementation have occurred. The CIO, acting by the ISM, will review and recommend changes to the Policy annually, or as appropriate, commencing from the date of its adoption. GENERAL PROCEDURE FOR INFORMATION PRIVACY A. OVERVIEW The Policy applies to activities that involve the use of the City’s information assets, namely, the Information of persons doing business with the City or receiving services from the City, which are owned by, or entrusted to, the City and will be made available to the City’s employees and third party contractors under contract to the City to provide Software as a Service consulting services. These activities include, without limitation, accessing the Internet, using e-mail, accessing the City’s intranet or other networks, systems, or devices. The term “information assets” also includes the personal information of the City’s employees and any other related organizations while those assets are under the City’s control. Security measures will be designed, implemented, and maintained to ensure that only authorized persons will enjoy access to the information assets. The City’s staff will act to protect its information assets from theft, damage, loss, compromise, and inappropriate disclosure or alteration. The City will plan, design, implement and maintain information management systems, networks and processes in order to assure the appropriate confidentiality, integrity, and availability of its information assets to the City’s employees and authorized third parties. B. PERSONAL INFORMATION AND CHOICE Except as permitted or provided by applicable laws, the City will not share the Information of any person doing business with the City, or receiving services from the City, in violation of this Policy, unless that person has consented to the City’s sharing of such information during the conduct of the City’s business as a local government agency with third parties under contract to the City to provide services. DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 40 of 43 POLICY AND PROCEDURES 1-64/IT Revised: December 2017 C. METHODS OF COLLECTION OF PERSONAL INFORMATION The City may gather the Information from a variety of sources and resources, provided that the collection of such information is both necessary and appropriate in order for the City to conduct business as a local government agency in its governmental and proprietary capacities. That information may be gathered at service windows and contact centers as well as at web sites, by mobile applications, and with other technologies, wherever the City may interact with persons who need to share such formation in order to secure the City’s services. The City’s staff will inform the persons whose Information are covered by this Policy that the City’s web site may use “cookies” to customize the browsing experience with the City of Palo Alto web site. The City will note that a cookie contains unique information that a web site can use to track, among others, the Internet Protocol address of the computer used to access the City’s web sites, the identification of the browser software and operating systems used, the date and time a user accessed the site, and the Internet address of the website from which the user linked to the City’s web sites. Cookies created on the user’s computer by using the City’s web site do not contain the Information, and thus do not compromise the user’s privacy or security. Users can refuse the cookies or delete the cookie files from their computers by using any of the widely available methods. If the user chooses not to accept a cookie on his or her computer, it will not prevent or prohibit the user from gaining access to or using the City’s sites. D. UTILITIES SERVICE In the provision of utility services to persons located within Palo Alto, the City of Palo Alto Utilities Department (“CPAU”) will collect the Information in order to initiate and manage utility services to customers. To the extent the management of that information is not specifically addressed in the Utilities Rules and Regulations or other ordinances, rules, regulations or procedures, this Policy will apply; provided, however, any such Rules and Regulations must conform to this Policy, unless otherwise directed or approved by the Council. This includes the sharing of CPAU-collected Information with other City departments except as may be required by law. Businesses and residents with standard utility meters and/or having non-metered monthly services will have secure access through a CPAU website to their Information, including, without limitation, their monthly utility usage and billing data. In addition to their regular monthly utilities billing, businesses and residents with non-standard or experimental electric, water or natural gas meters may have their usage and/or billing data provided to them through non-City electronic portals at different intervals than with the standard monthly billing. DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 41 of 43 POLICY AND PROCEDURES 1-64/IT Revised: December 2017 Businesses and residents with such non-standard or experimental metering will have their Information covered by the same privacy protections and personal information exchange rules applicable to Information under applicable federal and California laws. E. PUBLIC DISCLOSURE The Information that is collected by the City in the ordinary course and scope of conducting its business could be incorporated in a public record that may be subject to inspection and copying by the public, unless such information is exempt from disclosure to the public by California law. F. ACCESS TO PERSONAL INFORMATION The City will take reasonable steps to verify a person’s identity before the City will grant anyone online access to that person’s Information. Each City department that collects Information will afford access to affected persons who can review and update that information at reasonable times. G. SECURITY, CONFIDENTIALITY AND NON-DISCLOSURE Except as otherwise provided by applicable law or this Policy, the City will treat the Information of persons covered by this Policy as confidential and will not disclose it, or permit it to be disclosed, to third parties without the express written consent of the person affected. The City will develop and maintain reasonable controls that are designed to protect the confidentiality and security of the Information of persons covered by this Policy. The City may authorize the City’s employee and or third party contractors to access and/or use the Information of persons who do business with the City or receive services from the City. In those instances, the City will require the City’s employee and/or the third party contractors to agree to use such Information only in furtherance of City-related business and in accordance with the Policy. If the City becomes aware of a breach, or has reasonable grounds to believe that a security breach has occurred, with respect to the Information of a person, the City will notify the affected person of such breach in accordance with applicable laws. The notice of breach will include the date(s) or estimated date(s) of the known or suspected breach, the nature of the Information that is the subject of the breach, and the proposed action to be taken or the responsive action taken by the City. H. DATA RETENTION / INFORMATION RETENTION DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Page 42 of 43 POLICY AND PROCEDURES 1-64/IT Revised: December 2017 The City will store and secure all Information for a period of time as may be required by law, or if no period is established by law, for seven (7) years, and thereafter such information will be scheduled for destruction. I. SOFTWARE AS A SERVICE (SAAS) OVERSIGHT The City may engage third party contractors and vendors to provide software application and database services, commonly known as Software-as-a-Service (SaaS). In order to assure the privacy and security of the Information of those who do business with the City and those who received services from the City, as a condition of selling goods and/or services to the City, the SaaS services provider and its subcontractors, if any, including any IT infrastructure services provider, shall design, install, provide, and maintain a secure IT environment, while it performs such services and/or furnishes goods to the City, to the extent any scope of work or services implicates the confidentiality and privacy of the Information. These requirements include information security directives pertaining to: (a) the IT infrastructure, by which the services are provided to the City, including connection to the City's IT systems; (b) the SaaS services provider’s operations and maintenance processes needed to support the IT environment, including disaster recovery and business continuity planning; and (c) the IT infrastructure performance monitoring services to ensure a secure and reliable environment and service availability to the City. The term “IT infrastructure” refers to the integrated framework, including, without limitation, data centers, computers, and database management devices, upon which digital networks operate. Prior to entering into an agreement to provide services to the City, the City’s staff will require the SaaS services provider to complete and submit an Information Security and Privacy Questionnaire. In the event that the SaaS services provider reasonably determines that it cannot fulfill the information security requirements during the course of providing services, the City will require the SaaS services provider to promptly inform the ISM. J. FAIR AND ACCURATE CREDIT TRANSACTION ACT OF 2003 CPAU will require utility customers to provide their Information in order for the City to initiate and manage utility services to them. Federal regulations, implementing the Fair and Accurate Credit Transactions Act of 2003 (Public Law 108-159), including the Red Flag Rules, require that CPAU, as a “covered financial institution or creditor” which provides services in advance of payment and which can affect consumer credit, develop and implement procedures for an identity theft program for new and existing accounts to detect, prevent, respond and mitigate potential identity theft of its customers’ Information. DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 City of Palo Alto Professional Services Contract No. C23184827 Rev. Dec.15, 2020 Page 43 of 43 POLICY AND PROCEDURES 1- 64/IT Revised: December 2017 CPAU procedures for potential identity theft will be reviewed independently by the ISM annually or whenever significant changes to security implementation have occurred. The ISM will recommend changes to CPAU identity theft procedures, or as appropriate, so as to conform to this Policy. There are California laws which are applicable to identity theft; they are set forth in California Civil Code § 1798.92. NOTE: Questions regarding this policy should be referred to the Information Technology Department, as appropriate. 12/5/2017 Recommended: Director Information Technology/CIO Date 12/13/2017 Approved: City Manager Date Additional requirements: 1. PCI (Payment Card Industry) compliance is required. If Consultant uses a subcontractor or a vendor to process payments, Consultant is required to ensure that such subcontractor or vendor maintains PCI compliance. DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THISCERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED?(Mandatory in NH) DESCRIPTION OF OPERATIONS belowIf yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIREDAUTOS ONLY 12/7/2022 Cottingham &ButlerMattMurray800MainStDubuqueIA52001 563-587-5000 563-583-7339 Pacific Insurance Company,Limited 10046 VIATRAN-02 NoMad Transit,LLC10CrosbyStreet,Floor 2NewYorkNY10013 350597147 A X 1,000,000 X 100,000 5,000 1,000,000 10,000,000 X Sexual Abuse 91 YR3 OH8163 10/1/2022 10/1/2023 10,000,000 Occurrence/Aggregate 1,000,000 A 1,000,000 X Symbol10 X Period 2 &3 91 YR2 OH8165 10/1/2022 10/1/2023 Period 1 Limits -Symbol 11 -Bodily injury (per person)Limit $50,000,Bodily Injury (per accident)Limit $100,000,Property Damage Limit $30,000CityofPaloAltoCOUNCILMEMBERS,OFFICERS,AGENTS,AND EMPLOYEES are additional insured on the General Liability policy on a primary,non-contributory basis per written contract between the named insured and the certificate holder that requires such a status subject to the terms and conditionsoftheendorsementattachedtothepolicy.City of Palo Alto COUNCIL MEMBERS,OFFICERS,AGENTS,AND EMPLOYEES is additional insured on theGeneralLiabilitypolicyperwrittencontractbetweenthenamedinsuredandthecertificateholderthatrequiressuchastatussubjecttothetermsandconditionsoftheendorsementattachedtothepolicy. City of Palo Alto250HAMILTON AVENUEPALOALTOCA94301 DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 POLICY NUMBER: 91 YR3 OH8163 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 26 04 13 © Insurance Services Office, Inc.,2012 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Blanket, as required per written contract executed prior to a loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1.In the performance of your ongoing operations; or 2.In connection with your premises owned by or rented to you. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 POLICY NUMBER: 91 YR3 OH8163 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form YC 99 01 09 20 Page 1 of 1 © 2020, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name Of Person Or Organization: Blanket, as required per written contract executed prior to a loss The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under this policy that is shown in the SCHEDULE above, provided that: (1)The additional insured is a Named Insured under such other insurance; and (2)You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. However, the insurance provided under this endorsement will not apply beyond the extent required by such contract or agreement. All other terms, conditions, and exclusions of the policy remain unchanged. DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 C A NYC-011523124-02 1,000,000 6,000,000 MA,MI,NJ,NY,NC,PA,SC,TX,UT,VT,VA, 35289 6,000,000 SIR N X10/01/2022 2 02/07/2022 26883 10/01/2023 10/01/2023 Cyber/E&O Liability B 408-743942-4 (CA) 21113 The Continental Insurance Company 1,000,000 D X 12/07/2022 100,000 3,000,000 Palo Alto, CA 94301 City of Palo Alto AIG Specialty Insurance Company United States Fire Insurance Company CN115319700--WCXSC-22-23 Limit 10/01/2023 BOWCN2251400 AA112010 1,000,000 02/07/2023 7034521992(CO,CT,DC,FL,GA,IL,KY,MD 1166 Avenue of the Americas Marsh USA, Inc. X New York, NY 10036 10 Crosby Street Via Transportation, Inc. New York, NY 10013 Floor 2 X 02-842-99-36 250 Hamilton Avenue 10/01/2022 10/01/2022 Lloyd's Syndicate No. 1969 DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212 Policy: US1846779/US08499 Limit: Employers Liability Each Accident: $1,000,000 Employers Liability Disease-Each Employee: $1,000,000 Limits: $3,000,000 excess of $3,000,000 Carrier: Endurance American Specialty Insurance Company Excess Cyber/E&O Liability Effective Dates: 02/07/2022-02/07/2023 Policy: PRX30015976400 Excess SIR applies per policy terms & conditions. Carrier: Crum & Forster Specialty Insurance Company Effective Dates: 10/01/2022-10/01/2023 Employers Liability Disease-Policy Limit: $1,000,000 Marsh USA, Inc. 10 Crosby Street Via Transportation, Inc. New York, NY 10013 Floor 2 Workers Compensation - Independent Contractors DocuSign Envelope ID: 57B8EFA2-ECD9-4DD4-8394-1EA80D811212