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HomeMy WebLinkAboutRideCo Inc; 2019-06-05; PSA20-1091TRANPSA20-1091TRAN City Attorney Approved Version 1/30/13 1 AMENDMENT NO.1 TO EXTEND THE AGREEMENT FOR FIRST-LAST MILE TRANSPORTATION SERVICES RIDECO, INC. This Amendment No. 1 is entered into and effective as of the _______ day of ___________________________, 2020, extending and amending the agreement dated June 5, 2019 (the “Agreement”) by and between the City of Carlsbad, a municipal corporation, ("City"), and RideCo, Inc., an Ontario corporation (“Contractor") (collectively, the “Parties”) for technology- driven transportation service provider that is experienced in leading first-last mile microtransit projects. RECITALS A. The Parties desire to extend the Agreement for a period of sixty (60) days. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. The Agreement, as may have been amended from time to time, is hereby extended for a period of sixty (60) days ending on August 3, 2020. 2. All other provisions of the Agreement, as may have been amended from time to time, shall remain in full force and effect. 3. All requisite insurance policies to be maintained by the Contractor pursuant to the Agreement, as may have been amended from time to time, shall include coverage for this Amendment. /// /// /// /// /// /// /// /// /// /// /// DocuSign Envelope ID: 6E1919EC-8FBC-4EBD-9169-0089C7406C10 June 5th PSA20-1091TRAN City Attorney Approved Version 1/30/13 2 4. The individuals executing this Amendment and the instruments referenced on behalf of Contractor each represent and warrant that they have the legal power, right and actual authority to bind Contractor to the terms and conditions hereof of this Amendment. CONTRACTOR CITY OF CARLSBAD, a municipal corporation of the State of California RIDECO, INC., an Ontario corporation By: By: (sign here) Paz Gomez, Deputy City Manager, Public Works, as authorized by the City Manager Prem Gururajan, President, Secretary (print name/title) By: (sign here) (print name/title) If required by City, proper notarial acknowledgment of execution by Contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups: Group A Group B Chairman, President, or Vice-President Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: CELIA A. BREWER, City Attorney BY: _____________________________ Assistant City Attorney DocuSign Envelope ID: 6E1919EC-8FBC-4EBD-9169-0089C7406C10 PROFESSIONAL SERVICES AGREEMENT FOR FIRST-LAST MILE TRANSPORTATION SERVICES RIDECO, INC. ATTACHMENT B THIS AGREEMENT is made and entered into as of the -5"R day of -Y-L,\..,Y\e,._. , 2019, by and between the CITY OF CARLSBAD, a municipal corporation, ("City"), and RideCo, Inc., an Ontario corporation ("Contractor"). RECITALS A City requires the professional services of a technology-driven transportation service provider that is experienced in leading first-last mile microtransit pilot projects. B. Contractor has the necessary experience in providing professional services and advice related to the coordination and delivery of transportation services. C. Contractor has submitted a proposal to City and has affirmed its willingness and ability to perform such work in accordance with the proposal. NOW, THEREFORE, in consideration of these recitals and the mutual covenants contained herein, City and Contractor agree as follows: 1. SCOPE OF WORK City retains Contractor to perform, and Contractor agrees to render, those services (the "Services") that are defined in attached Exhibit "A", which is incorporated by this reference in accordance with this Agreement's terms and conditions. 2. STANDARD OF PERFORMANCE While performing the Services, Contractor will exercise the reasonable professional care and skill customarily exercised by reputable members of Contractor's profession, and will use reasonable diligence and best judgment while exercising its professional skill and expertise. 3. TERM The term of this Agreement will be effective for the pilot period of twelve (12) months from the date first above written. The Agreement may be extended by the City Manager for one additional year by mutual agreement. Extensions will be based upon a satisfactory review of Contractor's performance by the City, City needs, and appropriation of any necessary funds by the City Council. The parties will prepare a written amendment indicating the effective date and length of the extended Agreement. 4. TIME IS OF THE ESSENCE Time is of the essence for any time frames specified in Exhibit "A". 5. COMPENSATION The total fee payable for the Services to be performed shall not exceed six-hundred fifty thousand dollars ($650,000). No other compensation for the Services will be allowed except for items covered by subsequent amendments to this Agreement. The City reserves the right to withhold a ten percent (10%) retention until City has accepted the work and/or Services specified in Exhibit "A". Incremental payments, if applicable, should be made as outlined in attached Exhibit "C". 6. STATUS OF CONTRACTOR Contractor will perform the Services in Contractor's own way as an independent contractor and in pursuit of Contractor's independent calling, and not as an employee of City. Contractor will be under control of City only as to the result to be accomplished, but will consult with City as necessary. The persons used by Contractor to provide services under this Agreement will not be considered employees of City for any purposes. The payment made to Contractor pursuant to the Agreement will be the full and complete compensation to which Contractor is entitled. City will not make any federal or state tax withholdings on behalf of Contractor or its agents, employees or subcontractors. City will not be required to pay any workers' compensation insurance or unemployment contributions on behalf of Contractor or its employees or subcontractors. Contractor agrees to indemnify City within thirty (30) days for any tax, retirement contribution, social security, overtime payment, unemployment payment or workers' compensation payment which City may be required to make on behalf of Contractor or any agent, employee, or subcontractor of Contractor for work done under this Agreement. At the City's election, City may deduct the indemnification amount from any balance owing to Contractor. 7. SUBCONTRACTING Contractor will not subcontract any portion of the Services without prior written approval of City. If Contractor subcontracts any of the Services, Contractor will be fully responsible to City for the acts and omissions of Contractor's subcontractor and of the persons either directly or indirectly employed by the subcontractor, as Contractor is for the acts and omissions of persons directly employed by Contractor. Nothing contained in this Agreement will create any contractual relationship between any subcontractor of Contractor and City. Contractor will be responsible for payment of subcontractors. Contractor will bind every subcontractor and every subcontractor of a subcontractor by the terms of this Agreement applicable to Contractor's work unless specifically noted to the contrary in the subcontract and approved in writing by City. 8. OTHER CONTRACTORS The City reserves the right to employ other Contractors in connection with the Services. 9. INDEMNIFICATION Contractor agrees to indemnify and hold harmless the City and its officers, officials, employees and volunteers from and against all claims, damages, losses and expenses including attorneys fees arising out of the performance of the work described herein caused by any negligence, recklessness, or willful misconduct of the Contractor, any subcontractor, anyone directly or indirectly employed by any of them or anyone for whose acts any of them may be liable. The parties expressly agree that any payment, attorney's fee, costs or expense City incurs or makes to or on behalf of an injured employee under the City's self-administered workers' compensation is included as a loss, expense or cost for the purposes of this section, and that this section will survive the expiration or early termination of this Agreement. Page 2 City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program 10. INSURANCE Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance against claims for injuries to persons or damage to property which may arise out of or in connection with performance of the services by Contractor or Contractor's agents, representatives, employees or subcontractors. The insurance will be obtained from an insurance carrier admitted and authorized to do business in the State of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR with a surplus line insurer on the State of California's List of Approved Surplus Line Insurers (LASLI) with a rating in the latest Best's Key Rating Guide of at least "A:X"; OR an alien non-admitted insurer listed by the National Association of Insurance Commissioners (NAIC) latest quarterly listings report. 10.1 Coverage and Limits. Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at Contractor's sole expense. The full limits available to the named insured shall also be available and applicable to the City as an additional insured. 10.1.1 Commercial General Liability (CGL) Insurance. Insurance written on an "occurrence" basis, including personal & advertising injury, with limits no less than $2,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. 10.1.2 Automobile Liability. (if the use of an automobile is involved for Contractor's work for City). $2,000,000 combined single-limit per accident for bodily injury and property damage. 10.1.3 Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the California Labor Code. Workers' Compensation will not be required if Contractor has no employees and provides, to City's satisfaction, a declaration stating this. 10.1.4 Professional Liability. Errors and omissions liability appropriate to Contractor's profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a period of five years following the date of completion of the work. 10.2 Additional Provisions. Contractor will ensure that the policies of insurance required under this Agreement contain, or are endorsed to contain, the following provisions: 10.2.1 The City will be named as an additional insured on Commercial General Liability which shall provide primary coverage to the City. 10.2.2 Contractor will obtain occurrence coverage, excluding Professional Liability, which will be written as claims-made coverage. 10.2.3 This insurance will be in force during the life of the Agreement and any extensions of it and will not be canceled without thirty (30) days prior written notice to City sent by certified mail pursuant to the Notice provisions of this Agreement. Page 3 City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program 10.3 Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement, Contractor will furnish certificates of insurance and endorsements to City. 10.4 Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then City will have the option to declare Contractor in breach, or may purchase replacement insurance or pay the premiums that are due on existing policies in order to maintain the required coverages. Contractor is responsible for any payments made by City to obtain or maintain insurance and City may collect these payments from Contractor or deduct the amount paid from any sums due Contractor under this Agreement. 10.5 Submission of Insurance Policies. City reserves the right to require, at any time, complete and certified copies of any or all required insurance policies and endorsements. 11. BUSINESS LICENSE Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended from time-to-time. 12. ACCOUNTING RECORDS Contractor will maintain complete and accurate records with respect to costs incurred under this Agreement. All records will be clearly identifiable. Contractor will allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of records and any other documents created pursuant to this Agreement. Contractor will allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 13. OWNERSHIP OF DOCUMENTS All reports and operational data in relation to the services provided under Exhibit "A" produced by Contractor or its agents, employees, and subcontractors pursuant to this Agreement ("work product") is the property of City. In the event this Agreement is terminated, all work product produced by Contractor or its agents, employees and subcontractors pursuant to this Agreement will be delivered at once to City. Contractor will have the right to make one (1) copy of the work product for Contractor's records. For the avoidance of doubt, 'work product' does not include any of Contractor's proprietary technology or any updates, modifications, improvements or customizations to the same, whether carried out during the term of this Agreement or otherwise. 14. COPYRIGHTS Contractor agrees that all copyrights that arise in work product will be vested in City and Contractor relinquishes all claims to the copyrights in the work product in favor of City. Contractor will retain all copyrights and other intellectual property rights in Contractor's proprietary technology and any service-related metrics. City acknowledges and agrees that the Contractor's proprietary technology is provided under license on the terms of the end user license agreements and terms of service provided with or presented through the applications or dashboards in connection with such technology and these terms will be binding on all users of Contractor's technology. Page 4 City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program 15. NOTICES The name of the persons who are authorized to give written notice or to receive written notice on behalf of City and on behalf of Contractor under this Agreement. For City Name Christie Marcella Economic Development Title Manager Community & Economic Department Development City of Carlsbad Address 1635 Faraday Ave. Carlsbad, CA 92008 Phone No. 760-602-2732 For Contractor Name Prem Gururajan Title CEO --=-=--='------------------ Address 279 Weber St. N Waterloo, Ontario N2J 3H8 Phone No. 519-635-7736 Email prem@rideco.com Each party will notify the other immediately of any changes of address that would require any notice or delivery to be directed to another address. 16. CONFLICT OF INTEREST Contractor shall file a Conflict of Interest Statement with the City Clerk in accordance with the requirements of the City of Carlsbad Conflict of Interest Code. The Contractor shall report investments or interests in all categories. Yes[x] NoD 17. GENERAL COMPLIANCE WITH LAWS Contractor will keep fully informed of federal, state and local laws and ordinances and regulations which in any manner affect those employed by Contractor, or in any way affect the performance of the Services by Contractor. Contractor will at all times observe and comply with these laws, ordinances, and regulations and will be responsible for the compliance of Contractor's services with all applicable laws, ordinances and regulations. Contractor will be aware of the requirements of the Immigration Reform and Control Act of 1986 and will comply with those requirements, including, but not limited to, verifying the eligibility for employment of all agents, employees, subcontractors and consultants whose services are required by this Agreement. 18. DISCRIMINATION AND HARASSMENT PROHIBITED Contractor will comply with all applicable local, state and federal laws and regulations prohibiting discrimination and harassment. 19. DISPUTE RESOLUTION If a dispute should arise regarding the performance of the Services the following procedure will be used to resolve any questions of fact or interpretation not otherwise settled by agreement between the parties. Representatives of Contractor or City will reduce such questions, and their respective views, to writing. A copy of such documented dispute will be forwarded to both parties Page 5 City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program involved along with recommended methods of resolution, which would be of benefit to both parties. The representative receiving the letter will reply to the letter along with a recommended method of resolution within ten (10) business days. If the resolution thus obtained is unsatisfactory to the aggrieved party, a letter outlining the disputes will be forwarded to the City Manager. The City Manager will consider the facts and solutions recommended by each party and may then opt to direct a solution to the problem. In such cases, the action of the City Manager will be binding upon the parties involved, although nothing in this procedure will prohibit the parties from seeking remedies available to them at law. 20. TERMINATION In the event of the Contractor's failure to prosecute, deliver, or perform the Services, City may terminate this Agreement for nonperformance by first notifying Contractor by certified mail of the breach and providing a cure period of at least 10 days and if the cure is not provided in that time frame, City may provide further notice of termination. Upon notification of termination, Contractor has five (5) business days to deliver any documents owned by City and all work in progress to City address contained in this Agreement. City will make a determination of fact based upon the work product delivered to City and of the percentage of work that Contractor has performed which is usable and of worth to City in having the Agreement completed. Based upon that finding City will determine the final payment of the Agreement. The City is a public entity that is subject to an annual budgetary appropriation process. Notwithstanding any other provision of this Agreement, if funds for the continued fulfillment of this Agreement are, at any time, not forthcoming or insufficient through failure of the City Council to appropriate funds or otherwise, the City may terminate this Agreement upon thirty (30) days written notice and with no penalties. 21. COVENANTS AGAINST CONTINGENT FEES Contractor warrants that Contractor has not employed or retained any company or person, other than a bona fide employee working for Contractor, to solicit or secure this Agreement, and that Contractor has not paid or agreed to pay any company or person, other than a bona fide employee, any fee, commission, percentage, brokerage fee, gift, or any other consideration contingent upon, or resulting from, the award or making of this Agreement. For breach or violation of this warranty, City will have the right to annul this Agreement without liability, or, in its discretion, to deduct from the Agreement price or consideration, or otherwise recover, the full amount of the fee, commission, percentage, brokerage fees, gift, or contingent fee. 22. CLAIMS AND LAWSUITS By signing this Agreement, Contractor agrees that any Agreement claim submitted to City must be asserted as part of the Agreement process as set forth in this Agreement and not in anticipation of litigation or in conjunction with litigation. Contractor acknowledges that if a false claim is submitted to City, it may be considered fraud and Contractor may be subject to criminal prosecution. Contractor acknowledges that California Government Code sections 12650 et seq., the False Claims Act applies to this Agreement and, provides for civil penalties where a person knowingly submits a false claim to a public entity. These provisions include false claims made with deliberate ignorance of the false information or in reckless disregard of the truth or falsity of information. If City seeks to recover penalties pursuant to the False Claims Act, it is entitled to recover its litigation costs, including attorney's fees. Contractor acknowledges that the filing of a false claim may subject Contractor to an administrative debarment proceeding as the result of Page 6 City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program which Contractor may be prevented to act as a Contractor on any public work or improvement for a period of up to five (5) years. Contractor acknowledges debarment by another jurisdiction is grounds for City to terminate this Agreement. 23. JURISDICTION AND VENUE Any action at law or in equity brought by either of the parties for the purpose of enforcing a right or rights provided for by this Agreement will be tried in a court of competent jurisdiction in the County of San Diego, State of California, and the parties waive all provisions of law providing for a change of venue in these proceedings to any other county. 24. SUCCESSORS AND ASSIGNS It is mutually understood and agreed that this Agreement will be binding upon City and Contractor and their respective successors. Neither this Agreement nor any part of it nor any monies due or to become due under it may be assigned by Contractor without the prior consent of City, which shall not be unreasonably withheld. 25. ENTIRE AGREEMENT This Agreement, together with any other written document referred to or contemplated by it, along with the purchase order for this Agreement and its provisions, embody the entire Agreement and understanding between the parties relating to the subject matter of it. In case of conflict, the terms of the applicable purchase order and documents incorporated by reference will supersede any conflicting terms of this Agreement. Neither this Agreement nor any of its provisions may be amended, modified, waived or discharged except in a writing signed by both parties. Page 7 City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program 26. AUTHORITY The individuals executing this Agreement and the instruments referenced in it on behalf of Contractor each represent and warrant that they have he legal power, right and actual authority to bind Contractor to the terms and conditions of thi Agr ement. CONTRACTOR u By: ~ \\") ~\)y (sign here) ';JQ.€:r-A bu'<2\..ll-2 vt0r'l rJ / p,'2..?s, D~"r, (print name/title) (sign here) ~E,\A {,,u..vz u ,2 "7•°r"f"I rJ / s E"C k' ,\::TA v2 \ (print name/title) F CARLSBAD, a municipal ·on f the State of California ATTEST: \b~11J,_ Ww.vv ~ARBARA ENGLESON U City Clerk If required by City, proper notarial acknowledgment of execution by contractor must be attached. If a corporation, Agreement must be signed by one corporate officer from each of the following two groups. Group A Chairman, President, or Vice-President Group B Secretary, Assistant Secretary, CFO or Assistant Treasurer Otherwise, the corporation must attach a resolution certified by the secretary or assistant secretary under corporate seal empowering the officer(s) signing to bind the corporation. APPROVED AS TO FORM: Before me, the undersigned, a Notary Public in and for said County and State, personally appeared and acknowledged the execution of the forgoing instrument as his/her voluntary_a,i;:\ and deed. WITNESS, my hand and Notary Seal, this !:i!::day of :-1~,......_ , of 20_6_. ~;itten Signature) E0c.. tSta.i) Notary Public (Printed Name) My commission expires: Hdl ~1•~~-~ County of Residence: l ;.> h . E-.·1 l..cwn k11 ~ P>.,b<ac:. R .. 1on1, M"'rs10~1l,ty ~ 'Nlterloo. 1,mJt.O to ?he 1ttettlt>C"'l ':J' 1,.,tt,,..1"M'U Ind tht ttlurc of affidl-.,u f,;y :&J;:am.G•~.,, J,-.,. :.C.C. "'ed-n04opes :re ·rM11t'! i..tts Inc, 1nd ~ ire £~"" Phy ! "! ZOZ2 Page 8 City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program EXHIBIT "A" SCOPE OF SERVICES RideCo,lnc. as Contractor, agrees to complete the following scope of services with the assistance of WeDriveU as a sub-contractor for the operations and in-person marketing of the on-demand shuttle service. Task 1-Analyze and Design 1. Contractor shall analyze Carlsbad's geography, employment data, available transit ridership data and other regional data resources to determine an appropriate pick-up and drop-off system that services the business parks during peak commuting hours with the goal of increasing daily COASTER commuter rail boardings by 100 by the end of the pilot program. 2. Contractor will leverage its simulation engine to test and refine its proposed service model using publicly available data and those provided by the City or its transportation agency partners. 3. Contractor and City will finalize the initial service schedule within two weeks of contract execution. 4. Contractor will finalize a communications and outreach plan in conjunction with City technical and communications staff that meet agreed upon objectives of the project. The communications and outreach plan should inform the design of the service to maximize ridership and directly contribute to the active recruitment of participants in the pilot program. 5. Contractor has developed an on-demand application to be used to hail rides in real-time or reserve seats on service vehicles that guarantee pick-up from and drop-off at the Poinsettia Train Station in coordination with the existing COASTER train schedule. Contractor will brand the application uniquely to the service. City will provide necessary graphics for Contractor to brand the application. 6. Contractor will configure and manage referral and promotional codes prior to the first day of service to the public ("Launch Day") and throughout the duration of the pilot. Management includes directly invoicing and collecting accounts payable from any third parties offering to subsidize the cost of rides through the use of specified promotional or referral codes. 7. Contractor will work with City to ensure that all of the functions listed in Exhibit "B" Software Application Functional Requirements are met prior to Launch Day. 8. Contractor will provide City and its transportation agency partners at least ten (10) business days to test the application and ensure there are no issues prior to Launch Day. City will provide combined feedback no later than three (3) business days after the end of the testing period so that Contractor can address issues in accordance with Contractor's standard service level agreement included as Exhibit "D" RideCo Service Level Agreement. 9. Contractor will provide successful marketing materials from other client efforts and will assist in basic redesign of marketing materials in-line with the color and brand scheme of the service. Marketing materials include email language, mobile app and website copy, Page 9 City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program and images as well as print materials and content. 10. Contractor will be responsible for ensuring the acquisition of the appropriate vehicles, one of which will be ADA compliant. All vehicles will be equipped with WiFi. City will design graphics to be placed on the vehicles in accordance with specifications provided by the Contractor. Contractor will be responsible for having the graphics placed on the vehicles prior to Launch Day. 11. Contractor will provide three (3) 12-seater Ford Transit passenger shuttles and (1) ADA- accessible 12-seater Mercedes Benz Sprinter passenger shuttle for this pilot project to be available for pre-Launch Day activities and for the duration of the twelve-month pilot. Contractor will ensure each vehicle is equipped with a bike rack that holds two (2) bikes. City and Contractor may, if mutually agreed upon, add additional hours of service, service area, target rider market, or vehicles in accordance with the terms of the Agreement. 12. Contractor will make one (1) fully branded vehicle available for display and provide marketing support staffing for three (3) business days prior to the Launch Day for marketing efforts. 13. Contractor and City will agree upon data reporting expectations throughout twelve-month pilot period to include daily ridership information, virtual stop locations, use of referral or promotional codes, qualitative data collected from riders to capture travel preferences, and other data as mutually agreed and in agreement with currently proposed regional data standards. Data collected will help quantify greenhouse gas emissions reduced as well as origin-destination and other data to help determine and define a long-term service system. 14. Contractor will provide current California licensed drivers that meet the following criteria: a. No more than two moving violations in the past three (3) years b. No at fault accidents or major violations (Driving Under the Influence or Driving While Intoxicated) in the past seven (7) years c. Speak, write, and read English fluently d. Successfully pass background checks annually which include social security number verification, no sex offender, no government restricted lists, no county, state and federal court records, no criminal misdemeanor convictions within the past three (3) years related to the possession, sale or use of illegal drugs, and verification of past living history or other available public records. 15. Contractor will regularly screen drivers for legal and illegal substances via an independent medical agency in accordance with the U.S. Department of Transportation regulations. 16. Contractor will train drivers focused on customer service including the ability to: a. Handle inquiries and/or complaints b. Develop rapport and the ability to respond to an individual's needs c. How to handle doubt, misunderstandings and objections d. Acquire techniques for seeing issues from patrons/clients' perspectives; creating value-adding options for patrons/clients, and ensuring patrons/clients recognize the added value they are getting. e. Learn how to gain agreement from patrons/clients 17. Contractor will provide road driver training to include: a. Vehicle Familiarization Training b. Tech Applications c. Vehicle Inspection Training Page 10 City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program d. Onsite Local Knowledge and Culture Training e. Fixed & On Demand Route Training f. Maintenance Protocol g. Parking and Storage Locations h. Lost & Found Protocol i. Additional City of Carlsbad Requested Trainings j. Adherence to Contractor's Driver Safety Manual Task 2-Execute Pilot Program 18. Contractor will work with City to coordinate a test run of both the software application and shuttle service prior to Launch Day. 19. Contractor will make the application available for download on both Google and Apple app stores. 20. For the first two weeks, Contractor will report daily on ridership to ensure smooth operations of the service. After two weeks, Contractor will report weekly on ridership and provide City with any recommendations for changes in virtual stops, service hours, or promotions to ensure meeting project goals. City and Contractor may mutually renegotiate the frequency of the meetings as the pilot service progresses or if the project goals are met. 21. Contractor maintains 24-hour customer service access through an operations center. For those who are not able to access the service via the software application, City and Contractor will determine the appropriate hours for customers to call and book rides over the telephone and provide customer support including information about lost items. 22. Contractor will provide all necessary hardware and software including the driver application and operator platform to provide efficient delivery of the shuttle service. 23. Contractor will run the pilot service within the geographic area and on a schedule agreed upon by the Parties for a minimum of eight (8) hour per day per vehicle, Monday through Friday. 24. Throughout the contract period after Launch Day, Contractor will provide an additional fifteen (15) hours of in-person marketing support. City agrees that any additional hours will be billed in accordance with the Incremental Payment Schedule included as Exhibit "C" Incremental Payment Schedule & Cost Breakdown. Task 3 -Data Review and Recommendations 25. Contractor will review data dashboard with the City and transportation partners on a monthly basis during the pilot program. 26. Contractor will analyze data and provide a determination on the viability of long-term service including examples of funding options and strategies to support such a service. 27. Contractor will provide city with a final report summarizing their market, operational, and funding findings and recommendations. A presentation on the final report will be provided to city staff. Page 11 City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program EXHIBIT "B" Software Application Functional Requirements Rider Application Requirements Rider Account • Trip history menu to see trip details o Start & end time o Starting & ending address o Trip cost (if applicable, otherwise just show $0) o Vehicle number/ID o Help menu to report lost item, provide feedback, or report other issue occurring on that trip o A "receipt" tab that breaks down trip fare including promotions • Reserved trip details -all or most of the details listed for past trips above • Recent destinations are automatically saved to rider account Ride Hailing • Integrate ride reservation function into the trip request (i.e., where to?) field • Depict real-time vehicle locater map • Insert "location" icon so rider can always zoom into current location • Reserve multiple seats or behalf of another party • Reserve trips up to 5 business days in advance • Reserve multiple trips at once (same trip for multiple days in one week) • Retain all recently queried destination addresses so they are easy to pull up even if rider does not designate them as a "favorite" • Vehicle ID and Driver displayed while waiting • Ability to restrict virtual vs. doorstep drop-off and pick-up points • Ability to call driver Payment • Payment window includes place for holding credit card information. • Place to enter promotional codes • Ability to use monthly or day COASTER pass as payment for trip Rating System • Ride rating (e.g., 1 to 5 stars) Data & Support • Legal/terms and conditions • A place for Frequently Asked Questions (FAQs) • Email or text customer service messages or requests for support • Customer service system that creates trackable tickets for follow up and resolution • Reportable data on ridership, virtual stop usage and frequency, reservations, cancellations, promotional code usage, trip ratings, driver ratings, comments and customer service requests. • Ability to mask phone number when contacting driver Page 12 City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program Driver Application Requirements • Automatic trip dispatching • Dynamic routing capabilities to adjust van allocation in the most efficient way. For example, if 12 people all request a ride to the same location, the system will put them in the same vehicle so that the vehicle only makes one stop. • Make phone calls to a rider via anonymized phone number Operations Dashboard Requirements • Dashboards accessible to drivers and authorized individuals by the City • Dashboard displays real-time data on riders, vehicles, drivers and service performance/Key Performance Indicators (KPls). Data available includes: o Ridership -total, by type of rider, by revenue hour o Travel times o Trip denial rate o Booking abandonment rates o Percentage of time headways are met o Revenue -total, by type of rider o Vehicle performance and reliability o Number and success of marketing events -audience reached o Virtual stop usage and frequency o Promotional or referral code usage and frequency o Trip and driver reviews o Trip and driver comments • Ability to assign different user-level permissions and rights based on operator, seniority, or role. • The data gathered will be shared with / available to the operator or agency in multiple formats: o Dashboards to visualize rider, driver, and performance data, aggregated across a period or at an individual trip/driver level o Weekly and monthly performance reports provided in Excel, in a performance format to be mutually agreed upon o Exports of the raw data (rides, vehicles, times, locations etc.) in CSV format that can be further analyzed by the operator or agency staff if they desire Software Security, Reliability & Privacy Requirements • The passenger and driver apps are 'stateless' and do not store any confidential passenger data on the local device. • All data is stored securely in the cloud (Amazon Web Services -'AWS'). • The passenger and driver apps communicate securely with the cloud-based platform using RESTful APls. • Data is encrypted in transit using standard HTTPS, using an SSL wildcard certificate. Page 13 City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program • All public facing webservers have been hardened using industry best practices, including updating servers according to latest security bulletins. External tools are used to verify the integrity of our SSL certificates and how they are applied to the servers. • Internal networks are shielded by AWS security groups which define allowable ports and IP addresses for internal services. • APls are all secured using token authentication using our identity management system. Tokens are only valid for one user and can only be acquired by successfully authenticating against our authentication API. AP ls used by internal components are never exposed publicly. For certain API calls, throttling exists to prevent against DOS type attacks. • RideCo's platform has a 99.9%+ uptime performance record and service level guarantee. • Daily backups of production databases are taken and housed against an AWS S3 bucket for disaster recovery. • Software does not store any payment card or billing information on our servers. • The mobile applications and operations dashboards include their own terms of service to end users that include provisions relating to data privacy, confidentiality, and intellectual property rights. Page 14 City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program EXHIBIT "C" COST BREAKDOWN & INCREMENTAL PAYMENT SCHEDULE Cost Breakdown Item Cost Task 1: Analyze & Design $15,000 Tasks 2: Execute Pilot Program Fixed monthly cost for vehicles, storage & maintenance: $16,089.77 per month Hourly labor fees: $40. 92 per hour Licensing & Fuel Fees*: $4,804.76 per month Task 3: Data Review & $3,000 per month for software licensing and Recommendations support for up to ten (10) vehicles Incremental Payment Schedule Task 1: Contractor will invoice City $7,500 upon execution of the contract and the remaining $7,500 thirty (30) days prior to the mutually agreed upon Launch Day. Task 2: Contractor will invoice City monthly for vehicle as detailed above minus any promotional codes invoiced to third parties as described in section 6 of Exhibit "A" Scope of Services and minus any rides paid directly by customers through the software application after adjusting for credit card payment processing and related costs (including charge backs) incurred in processing the in-app payments. *Licensing & fuel fees are estimated and are billed at actual cost incurred during service operation plus 5% markup. Task 3: Contractor will invoice City monthly for software licensing and support at the rate of $3,000 per month. Additional Fee Rates Should service expansion be mutually agreed upon by the Parties, the fixed monthly fees above shall be in effect for the entirety of the Agreement period unless mutually agreed upon by the Parties. Should additional outreach services be needed by the Contractor, Contractor may invoice those mutually agreed upon hours at a rate of $45 per hour. Page 15 City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program EXHIBIT "D" RIDECO SERVICE LEVEL AGREEMENT APPROVED EQUIPMENT/ THIRD PARTY SOFTWARE Driver Mobile App Requirements: Android Device running 6.0 or above with Google Play Services GPS Enabled Phone High speed (4G recommended) data plan with a minimum of 2GB/month Minimum screen resolution 800x480 Minimum recommended CPU: Mid-to-High range performance CPU based on ARMv8-A 64-bit Architecture 2GB RAM 1 GB internal storage Passenger Mobile App Requirements: iPhone 5S running iOS 9, or Android device running 5.0.1 or above with Google Play Services Minimum screen resolution 800x480 Minimum recommended CPU: dual-core 1.5GHz 1GB RAM 200MB internal storage Browser requirements for operations dashboards: Internet Explorer 11 Google Chrome (v59 or above) Firefox (v50 or above) Safari 10 PRIORITY LEVELS, RESPONSE TIMES AND PROCEDURES Priority Levels High Medium Low Business critical problems that affect the availability or access of or to the service offering for most users Not critical but important problems that materially interrupt or restrict the normal production running of the software (affecting a minority of users) Not business critical or important. Issues that do not materially impact the normal production running of the software Page 16 City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program Resources and Forms of Support Support Portal Utilized for medium or low priority items [** customer specific slack channel(s)] (typically one slack channel for each active service) Emergency Used for critical/ high priority items hotline [**customer specific emergency telephone number] [**customer specific emergency slack Support Response Time Priority High Medium Low Response Time Update Frequency Resolution Time Reviewed by Every 2 hours or Within 24 hours RideCo staff as mutually and support determined RideCo will attempt to resolve all ticket high priority issues within 24 hours, updated/create however resolution times may be d within 2 hours longer depending on the nature and complexity of the problem. Reviewed by Every Business Day Within five (5) Business Days RideCo staff or as mutually and support determined ticket updated/create d within 12 Reviewed by Every week or as RideCo shall notify Customer RideCo staff mutually within ten (10) Business Days of and support determined the analysis of the problem, the ticket intended fix and the release in updated/create which it will be delivered. Where d within 24 feasible, RideCo shall provide a hours temporary workaround to Customer. Page 17 City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program PERSONAL DATA PROTECTION UNDERTAKING "Personal Data" means data, whether true or not, about an individual who can be identified (a) from that data; or (b) from that data and other information to which the organization has or is likely to have access; RideCo agrees that the following terms shall apply where RideCo accesses, handles or uses any Personal Data under the Agreement, including in the course of and/or in connection with exercising its rights or carrying out its obligations under the Agreement: a. Unless otherwise permitted by the Customer, RideCo may only collect, use or process Personal Data as allowed under this Agreement, and RideCo shall comply with any written instructions the Customer gives RideCo in advance relating to compliance with any laws, regulations, court orders, or self-regulatory programs applicable to the collection, use, disclosure, treatment, protection, storage and return of Personal Data. b. RideCo shall maintain commercially reasonable policies and procedures to protect the security, privacy, integrity, and confidentiality of Personal Data. c. If RideCo knows of any breach or potential breach of protective measures or if there has been any actual or potential unauthorized or accidental disclosure of Personal Data, RideCo must inform the Customer immediately and cooperate with the Customer in any post-breach investigation or remediation efforts. d. RideCo shall notify the Customer promptly in the event of any claim or complaint from any individual to whom the Personal Data relates and/or where there has been an event of non-compliance with any data privacy laws by RideCo, whether discovered by RideCo or forming the subject of an investigation and/or action by the relevant authorities. e. RideCo shall notify the Customer promptly in the event that RideCo is required by law, court order, warrant, subpoena, or other legal or judicial process to disclose any Personal Data to any person. f. If under the Agreement, RideCo has to collect any Personal Data from the Customer's employees or any other individuals directly, RideCo must notify the individuals about the purpose of RideCo's collection and must obtain and record (for future reference) their consent before RideCo does so, and RideCo must follow any reasonable instructions which the Customer may give RideCo in this regard, and must comply with all applicable laws for such collection of Personal Data. g. RideCo must not disclose any Customer Personal Data to any other persons/entities (e.g. to RideCo's related company/affiliate) or transfer any Personal Data outside of the USA or Canada without the Customer's permission in writing. Page 18 City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program h. RideCo shall promptly return to the Customer or destroy any Personal Data received in error. RideCo must destroy Personal Data as soon as practicable if required by the Customer. At the end of the Agreement, RideCo must notify the Customer if RideCo or other recipients (if disclosure of Personal Data to such other recipients has been permitted by the Customer in writing) have any Personal Data collected/received as part of the Agreement, and follow the Customer's instructions on destroying the Personal Data. Following such destruction, the Customer may require RideCo to certify that RideCo (and such recipients) no longer have Personal Data. If RideCo wants to retain any Personal Data beyond the end of the Agreement, RideCo will be required to inform the Customer of RideCo's reasons and seek the Customer's agreement on the same. In the event that RideCo breaches any term of this Schedule E, the Customer may terminate the Agreement immediately and without penalty or prejudice to any other remedies or actions it may have against RideCo. Page 19 City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program CERTIFIED RESOLUTIONS OF THE BOARD OF DIRECTORS OF RIDECO INC. (the "Corporation") I, Prem Gururajan, Director of the Corporation, hereby certify that the following is a true and correct extract from the written resolutions of the Board of Directors of the Corporation dated May 17, 2019 and is at present in full force and effect: "SIGNING AUTHORITY RESOLVED: THAT Prem Gururajan be authorized to bind the Corporation in his capacity as President and Secretary. AND THAT Prem Gururajan be authorized and directed to sign the Professional Services Agreement for First-Last Mile Transportation Services on behalf of RideCo Inc." IN WITNESS WHEREOF, the undersigned has affixed his signature this 17th day of May, 2019Jhe Company has no corporate seal. PREM ~£RAJAN Client#· 484982 RIDECOINC ACORD™ CERTIFICATE OF LIABILITY INSURANCE I DATE (MM/DD/YYYY) 5/14/2019 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. 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 any rights to the certificate holder in lieu of such endorsement(s). PRODUCER ~li'l:l!~cT Shelley Self Marsh & Mclennan Agency LLC ritJgN~o Extl: 858-750-4551 I We No): 858-452-7530 Marsh & Mclennan Ins. Agency LLC ~flil~ss: Shelly.Self@marshmma.com PO Box 85638; CA Lie #0H18131 INSURER($) AFFORDING COVERAGE NAIC# San Diego, CA 92186 INSURER A : Crum & Forster Specialty Insurance Co 44520 INSURED INSURER B: RideCo, Inc.; Transit Labs, Inc. INSURER C: 20700 Venture Blvd., Suite 329 INSURER D: Woodland Hills, CA 91364 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 THIS CERTIFICATE 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF I c:S/il%;y9~~> LIMITS LTR INSR WVD POLICY NUMBER CMM/DD/YYYYl COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ -:J CLAIMS-MADE □ OCCUR DAMA~E W1RENTED PREMI ES Ea occurrence\ $ MED EXP (Any one person) $ - PERSONAL & ADV INJURY $ - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ ~ □PRO-DLoc PRODUCTS -COMP/OP AGG $ POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY CPA100599 p411012019 04/10/2020 COMBINED SINGLE LIMIT $1,000,000 (Ea accident\ - ANY AUTO BODILY INJURY (Per person) $ --OWNED SCHEDULED BODILY INJURY (Per accidenl) $ -AUTOS ONLY -AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accident\ -- $ UMBRELLA LIAB H OCCUR EACH OCCURRENCE $ - EXCESS LIAB CLAIMS-MADE AGGREGATE $ OED I I RETENTION $ $ WORKERS COMPENSATION IPER I 12JH-AND EMPLOYERS' LIABILITY C:TATIIT<' Y/N ANY PROPRIETOR/PARTNER/EXECUTIVE□ E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L. DISEASE -EA EMPLOYEE $ If yes, describe tinder E.L. DISEASE -POLICY LIMIT $ DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Proof of Insurance. CERTIFICATE HOLDER CANCELLATION The City of Carlsbad SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 1635 Faraday Avenue ACCORDANCE WITH THE POLICY PROVISIONS. Carlsbad, CA 92008 AUTHORIZED REPRESENTATIVE I ~~ 0 .JJ""'+' © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) 1 of 1 The ACORD name and logo are registered marks of ACORD #S4134135/M4092466 WXSQM RISK I BALANCE VENTURE INSURANCE SOLUTIONS Certificate of Insurance ISSUED BY: Risk Balance Inc. CERTIFICATE HOLDER: The City of Carlsbad 1635 Faraday Avenue Carlsbad CA 92008 USA This is to certify that the policies of insurance scheduled below are at this date in force as described notwithstanding any requirement. term or condition of any contrad or other document with respect to which this certificate may be issued or may pertain. Named Insured: RideCo. Inc. 279 Weber Street North Waterloo ON N2J 3H8 Remarks: 1. The City of Cartsbad, its officials, employees and volunteers is Reference: added as additional insured under the Commercial General Liability section, but only with respect to liability arising out of the operations of the Named Insured. 2. Convnercial General Liability (occurrence form) includes Bodily Injury and Property Damage Liability, Premises and Operations Hazards, Products & Completed Operations, Personal Injury Liability and Contradual Liability. Coverage is primary. This certificate is issued with respect to the operations of the Named Insured. Insurance Company Policy Number Polley Term Coverage Subscribing Insurers Commercial General Liability May 15, 2019to $5,000,000 Each Ocammce through ENCON TGL529818 May 15, 2020 $5,000,000 Producls-Comple Group Inc. Operations Aggregate This certificate does not change, or extend, eny policy coverage and is subject to the stataments, limitations, exdusions, and conditions in the policy described. Limits of coverage shown may have reduced by paid daims. The Insurer wil endeavour to mml to the holder of this Certificate 30 days written notice of cancelation in accordance with the policy's statutory conditions, but assumes no responsibility for failure to do so. Date: 15 May 2019 Risk Balance Inc. 307C Richmond Roac:I. Suite 200, Ottawa ON K1Z 6X3 Tel: 613-225-3515 Toll Free: 1-866-931-8003 www.riskbalance.com ACORD• CERTIFICATE OF LIABILITY INSURANCE I DATE (MMIDD/YYYY) ~ 05/15/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER($), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. 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). PRODUCER LIC #OB29370 1-925-244-7700 CONTACT Certificates Department NAME: Edgewood Partners Insurance Centers (EPIC) rA~~NJo c .... ( 925) 244-7700 I FAX (925) 901-0671 IAIC Nol: [San Mateo -Branch ID 14605] E-MAIL P.O. BOX 5003 ADDRESS: EPICcerts@epicbrokers.com INSURER(S) AFFORDING COVERAGE NAIC# San Ramon, CA 94583 INSURER A: NATIONAL UNION FIRE INS CO OF PITTS 19445 INSURED INSURER B: SCOTTSDALE INS CO 41297 WeDriveU Holdings, Inc., WeDriveU, Inc., INSURER C : NEW HAMPSHIRE INS CO 23841 WeDriveU Leasing, Inc. and WeDriveU Canada, Inc. 700 Airport Blvd, Suite 250 INSURER D: INSURER E: Burlingame, CA 94010 INSURER F: COVERAGES CERTIFICATE NUMBER: 56195895 REVISION NUMBER: 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 THIS CERTIFICATE 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. INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE '""n lwvn POLICY NUMBER IMMIDD/YYYYl IMMIDD/YYYYl LIMITS A X COMMERCIAL GENERAL LIABILITY 4613944 04/01/19 04/01/20 EACH OCCURRENCE $ 1,000,000 ~ =1 CLAIMS-MADE 0 OCCUR DAMAGE TO RENTED PREMISES /Ea occurrence! $ 100,000 MED EXP (Any one person) $ 10,000 - PERSONAL & ADV INJURY $ 1,000,000 - GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 ~ □PRO-DLoc PRODUCTS -COMP/OP AGG $ Included POLICY JECT OTHER: $ A AUTOMOBILE LIABILITY 4489698 04/01/19 04/01/20 COMBINED SINGLE LIMIT $ 1,000,000 /Ea accident\ -X ANY AUTO BODILY INJURY (Per person) $ --OWNED SCHEDULED BODILY INJURY (Per accident) $ -AUTOS ONLY ~ AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accident\ -~ $ B UMBRELLA LIAB H OCCUR XLS0109437 04/01/19 04/01/20 EACH OCCURRENCE $ 4,000,000 ~ X EXCESS LIAB CLAIMS-MADE AGGREGATE $ 4,000,000 OED I I RETENTION$ $ WORKERS COMPENSATION 04/01/19 04/01/20 x I ~ffTuTE I I OTH-A AND EMPLOYERS' LIABILITY 15893756 -CA ER YIN C ANYPROPRIETORIPARTNER/EXECUTIVE □ 15893755 -AOS 04/01/19 04/01/20 E.L. EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? NIA (Mandatory In NH) E.L. DISEASE -EA EMPLOYEE $ 1,000,000 If yes, describe under E.L. DISEASE -POLICY LIMIT $ 1,000,000 DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) RE: RideCo / ADDITIONAL INSURED: The City of Carlsbad, (or if applicable -the City of Carlsbad Redevelopment Agency, Housing Authority or Carlsbad Municipal Water District) its officials, employees and volunteers. CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Carlsbad 1635 Faraday Avenue Carlsbad, CA 92008 I ACORD 25 (2016/03) SHo-smo 56195895 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE USA ~aa:_ © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD .I DATE SUPPLEMENT TO CERTIFICATE OF INSURANCE 05/15/2019 NAME OF INSURED: WeDriveU Holdings, Inc., WeDriveU, Inc., WeDriveU Leasing, Inc. and WeDriveU Canada, Inc. Additional Descri[!tion of O[!erations/Remarks from Page 1: Additional Information: SUPP (05/04) POLICY NUMBER: 4613944 COMMERCIAL GENERAL LIABILITY CG 20 10 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -SCHEDULED 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) Location(s) Of Covered Operations ANY PERSON OR ORGANIZATION WHOM YOU PER THE CONTRACT OR AGREEMENT. BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. 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: 1. Your acts or omissions; or 2. The acts or omissions of those acting on your behalf; in the performance of your ongoing operations for the additional insured(s) at the location(sl designated above. 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 additional exclusions apply: This insurance does not apply to "bodily injury" or "property damage" occurring after: 1. All work, including materials, parts or equipment furnished in connection with such work, on the project (other than service, maintenance or repairs) to be performed by or on behalf of the additional insured(s) at the location of the covered operations has been completed; or 2. That portion of "your work" out of which the injury or damage arises has been put to its intended use by any person or organization other than another contractor or subcontractor engaged in performing operations for a principal as a part of the same project. CG 20 10 04 13 C> Insurance Services Office, Inc., 2012 Page 1 of 2 □ C. With respect to the insurance afforded to these additional insureds, the following is added to Section Ill -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. Page 2 of 2 0 Insurance Services Office, Inc., 2012 CG 20 10 04 13 □ POLICY NUMBER: 4613944 COMMERCIAL GENERAL LIABILITY CG 20 37 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -OWNERS, LESSEES OR CONTRACTORS -COMPLETED OPERATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Location And Description Of Completed Operations Or Organization(s) ANY PERSON OR ORGANIZATION PER THE CONTRACT OR AGREEMENT. WHOM YOU BECOME OBLIGATED TO INCLUDE AS AN ADDITIONAL INSURED AS A RESULT OF ANY CONTRACT OR AGREEMENT YOU HAVE ENTERED INTO. 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" or "property damage" caused, in whole or in part, by "your work" at the location designated and described in the Schedule of this endorsement performed for that additional insured and included in the "products-completed operations hazard". 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 agree- ment, the insurance afforded to such addi- tional 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 Ill -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 Insu- rance shown in the Declarations; whichever is less. This endorsement shall not increase the appli- cable Limits of Insurance shown in the Decla- rations. CG 20 37 04 13 0 Insurance Services Office, Inc., 2012 Page 1 of 1 □