HomeMy WebLinkAbout2019-06-11; City Council; Resolution 2019-087RESOLUTION NO. 2019-087
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, APPROVING A MEMORANDUM OF UNDERSTANDING AMONG
THE CITY OF CARLSBAD, NORTH COUNTY TRANSIT DISTRICT AND SAN DIEGO
ASSOCIATION OF GOVERNMENTS FOR THE PURPOSES OF EXECUTING A
PILOT PROJECT FOR FIRST-LAST MILE TRANSPORTATION SERVICES,
APPROVING AN AGREEMENT WITH RIDECO, INC. IN AN AMOUNT NOT TO
EXCEED $650,000 PER AGREEMENT YEAR
EXHIBIT 1
WHEREAS, the Economic Development Division strategically works to assist the business
community stay and grow in Carlsbad; and
WHEREAS, through regular business visits and available data collected through the San Diego
Association of Governments (SANDAG) iCommute program, hundreds of employees have stated a
willingness to try transit if connections from the COASTER train station were more efficient and
convenient; and
WHEREAS, there is a need to test this data and feedback from businesses through a pilot
program that offers first-last mile transportations services from the COASTER Poinsettia Train Station
to the city's industrial & research core; and
WHEREAS, in October 2018, in anticipation of a robust Transportation Demand Management
(TDM) program to support the city's Climate Action Plan goals to reduce greenhouse gases emissions,
Economic Development Division staff released a Request for Proposals (RFP) soliciting responses from
transportation service providers that could assist the city with the first-last mile needs to which staff
received four (4) proposals; and
WHEREAS, SAN DAG and the North County Transit District (NCTD) approached the city to partner
on the pilot project, recognizing that joining funds would increase the length, service, and likelihood of
success of a pilot project; and
WHEREAS, after interviewing the top respondents, the evaluation team selected RideCo, Inc.
with WeDriveU as a subconsultant as the preferred vendor for the visibility of the service, experience
with other municipal agencies and robustness of their proposed solution; and
WHEREAS, in turn, NCTD and SAN DAG will each contribute a financial share of $200,000 for the
pilot project, the City of Carlsbad will contribute a financial share of $250,000, with the City of Carlsbad
funds being appropriated from the Community and Economic Development Department FY 18-19
operating budget; and
June 11, 2019 Item #16 Page 6 of 52
EXHIBIT 1
WHEREAS, funding for the requested contract be appropriated on a reimbursement basis from
SANDAG to Economic Development, who will serve as contract administrator; and
WHEREAS, the City Council desires at this time and deems it to be in the best public interest to
approve said MOU and contract.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
2. That the City Council authorizes the Mayor to execute the Memorandum of
Understanding (Attachment A to this Resolution) on behalf of the city for the purposes
of a first-last mile pilot project with SAN DAG and NCTD.
3. That the City Council authorizes the City Manager to execute the Agreement
(Attachment B to this Resolution) with RideCo, Inc. and any future extension. Any
extension will be based on satisfactory review of contractor's performance by the MOU
parties, project needs and appropriation of any necessary funds by the City Council.
4. That SAN DAG and NCTD will each contribute $200,000 per agency to the City of Carlsbad
and that the City of Carlsbad's share shall be $250,000.
5. That the City of Carlsbad will invoice SANDAG on a quarterly basis for SANDAG and
NCTD's share of the contract amount up to the agreed upon $400,000 ($200,000 each)
as stated in the Memorandum of Understanding.
PASSED, APPROVED AND ADOPTED at a Special Meeting of the City Council of the City of
Carlsbad on the 11th day of June, 2019, by the following vote, to wit:
AYES:
NAYS:
ABSENT:
Hall, Blackburn, Bhat-Patel, Schumacher, Hamilton.
None.
None.
\~~~{ov
BARBARA ENGLESON, City Clerk
(SEAL)
June 11, 2019 Item #16 Page 7 of 52
Memorandum of Understanding
ATTACHMENT A
SANDAG Contract No. 5005776
NCTD Document No. 2019-10
Between the City of Carlsbad, North County Transit District, and San Diego
Association of Governments for First/Last Mile Transportation Services
Partnering to Provide Key Links in Transportation Services
As the City of Carlsbad (Carlsbad) continues to be a major employment center for the region
and with state mandates to reduce greenhouse gas (GHG) emissions, the need to address
regional transportation issues through partnerships is imperative for continued growth and
economic prosperity for Carlsbad and the north county region. Acting as transportation partners,
Carlsbad, the North County Transit District (NCTD), and the San Diego Association of
Governments (SANDAG) hereinafter individually referred to as "Party" and collectively referred
to as "Parties", enter into this Memorandum of Understanding (MOU) for the express purpose of
del.ivering first/last mile transportation options to serve the needs of Carlsbad employers.
1. Background
Carlsbad, NCTD, and SANDAG wish to enter a new era of inter-agency collaboration to
promote, provide, and support transportation services that are needed at the municipal and
regional level. The Parties recognize that collaborating on first and last mile services from transit
centers will provide new transportation options that may assist Carlsbad in meeting state GHG
reduction targets and support continued growth and employee retention among Carlsbad
employers by offering commuting options other than driving alone. Furthermore, the Parties also
acknowledge that new services will support SANDAG's regional transportation goals that
include piloting the mobility hub concept as a means of increasing and sustaining long-term
transit ridership for NCTD. The Parties further realize that the regional transportation network
will be best served by active cooperation between transportation agencies and local
municipalities in the provision of first and last mile transportation services that will serve the
Carlsbad business community and ultimately the San Diego region.
The first/last mile problem is the inability to efficiently get from the start of a trip to major transit
service or from major transit service to a final destination. It is a significant barrier to mass transit
being a viable alternative transportation option and is a problem that many communities face that
have a predominantly suburban, automobile-oriented land use pattern. Offering solutions to the
first/last mile gap through services like shuttles or micromobility transportation devices can lower
barriers to accessing mass transit and offer a viable alternative mode of travel.
2. Purpose
The purpose of this MOU is to establish a formal working relationship between the Parties based
on the desire to work cooperatively to establish a pilot program for a first/last mile shuttle
program in Carlsbad (Pilot Program). The partnership allows the Parties to expand the breadth
and scope of the first/last mile services that each agency could provide on its own.
The Parties have collectively agreed upon a single shuttle vendor for the Pilot Program and that
the Pilot Program will operate a subsidized first/last mile shuttle service for a minimum period of
twelve consecutive months.
The Parties desire to establish the Pilot Program in order to determine the feasibility of
establishing and operating a longer term first/last mile shuttle program.
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June 11, 2019 Item #16 Page 8 of 52
The Parties also desire to use the Pilot Program to analyze data generated by the program,
including, but not limited to ridership and cost in order to determine long term funding and
partnership options should the Parties seek to establish a longer-term shuttle program following
the conclusion of the Pilot Program. This MOU is intended to cover the Pilot Program only; any
long-term funding or partnership would be encompassed in a separate MOU.
The Parties acknowledge that:
A. Employers in Carlsbad have expressed an interest on the part of employees to take transit
if there were more efficient options to get from COASTER train stops to major business
parks throughout Carlsbad;
8. Closing the gap between the first and last mile to major transit service is important for
transit to be a viable option for commuters to and from Carlsbad;
C. Effective January 1, 2019, NCTD and SANDAG entered into an agreement, SANDAG
Contract No. 5000710Addendum No. 18 Scope of Work No. 33, wherein SANDAG would
lead pilot projects at mobility hubs within NCTD's service geography, with one of the pilot
projects being first/last mile service from the Poinsettia COASTER Station (Mobility Hub
MOU);
D. Shuttle service may also provide alternative transportation options for tourist and mid-day
trips within Carlsbad;
E. Data collected through any services provided in accordance with this MOU jointly belong to
the Parties and will be shared in accordance with the Regional Micromobility Data Sharing
Requirements, currently available in draft form at www.sandag.org/micromobility; and
F. A technology-based shuttle service can nimbly meet the changing and varied needs of
Carlsbad employers and their respective employees.
3. Description of Responsibilities
Carlsbad agrees to:
a. Serve as the lead agency for the Pilot Program and execute and manage a contract with
the preferred shuttle provider during the Pilot Program.
b. Subsidize a portion of the Pilot Program costs in an amount not to exceed $250,000.
c. Invoice SANDAG for incurred expenses on a quarterly basis relating to the Pilot Program
and up to a maximum amount of $400,000.
d. Coordinate meetings among the Parties or delegate a meeting coordinator as agreed upon
by the Parties.
e. Collaborate with SANDAG and NCTD on Pilot Program marketing and conduct outreach
to Carlsbad employers.
f. Work with other transportation demand resources to facilitate analysis of the Pilot Program
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June 11, 2019 Item #16 Page 9 of 52
in coordination with other regional efforts and the Parties.
g. Share data and information from the Pilot Program with NCTD and SANDAG.
NCTD agrees to:
a. Subsidize a portion of the Pilot Program costs in amount not to exceed $200,000.
b. Support Carlsbad and SANDAG with Pilot Program marketing and outreach before and
during the Pilot Program .
c. Share periodic transit ridership data with Carlsbad and SAN DAG during the Pilot Program.
d. Allocate space for first/last mile shuttle operations at NCTD transit stations which do not
impede existing transit operations, subject to the sole discretion of NCTD.
SANDAG agrees to:
a. Subsidize a portion of the Pilot Program costs in an amount not to exceed $200,000.
b. Reimburse Carlsbad up to the maximum amount of $400,000 within 60 days of receipt of
invoice.
c. Leverage its iCommute resources to assist in marketing the new service before and during
the Pilot Program.
d. Represent the interests of NCTD by providing project management and administration on
behalf of NCTD in accordance with the executed Mobility Hub MOU.
e. Ensure that regional data sources (e.g ., demographic, employer outreach program,
regional trip pattern data) are available to Carlsbad, NCTD, and ultimately the Pilot
Program vendor and that data collected through the Pilot Program can contribute to a
regional assessment of the Pilot Program 's success.
The Parties agree to:
a. Work cooperatively to execute the Pilot Program, including attending scheduled meetings
and responding to information requests in a timely manner.
b. Make their best effort to come to consensus on the terms, design, operation, and
deployment of the Pilot Program. If consensus cannot be reached, the Parties shall meet
and confer on whether to continue the Pilot Program or to terminate this MOU.
c. Utilize marketing resources to promote the Pilot Program and maximize participation in
the Pilot Program in coordination with the shuttle provider. This includes website
coordination as well as on-site marketing at train stations and other public places where
employees in Carlsbad likely gather and can be informed of the Pilot Project.
d. Raise any issues or concerns as soon as reasonably known so that the Parties may work
to overcome any differences or challenges.
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June 11, 2019 Item #16 Page 10 of 52
e. Collectively evaluate . the Pilot Program while the Pilot Program is underway and
cooperatively decide whether to expand or terminate the Pilot Program.
f. Should the Parties decide to expand the Pilot Program in reach or duration of time, work
in a timely manner to develop a new MOU to continue the partnership.
4. Term
The term of this MOU shall commence upon the last signature date of this MOU and shall
continue through December 31, 2020.
5. Non-assignability
The MOU shall not be assigned by any Party without first obtaining the express written consent
of the Parties.
6. Notices
All notices or other communications required by this MOU or by law shall be in writing and shall
be deemed served and given when personally delivered to the Party whom directed or in lieu of
such personal services when deposited in the United States mail, postage pre-paid to:
City of Carlsbad
1200 Carlsbad Village Dr.
Carlsbad, CA 92008
Attn: City Manager
North County Transit District
810 Mission Avenue
Oceanside, CA 92054
Attn: Executive Director
7. Indemnification
SANDAG
401 B Street, Suite 800
San Diego, CA 92101
Attn: Director of Operations
No Party nor any officer thereof is responsible for any damage or liability occurring by reason of
anything done or omitted to be done by another Party under or in connection with any work,
authority or jurisdiction delegated thereto under this MOU. It is understood and agreed that,
pursuant to Government Code section 895.4, the Parties shall mutually defend, indemnify and
save harmless one another, including all officers and employees from all claims, suits or actions
of every name, kind and description brought for or on account of injury (as defined in
Government Code section 810.8) occurring by reason of anything done or omitted to be done by
any Party under or in connection with any work, authority or jurisdiction delegated thereto under
this MOU.
8. Legal Representation and Advice
Each Party shall rely upori and consult with its respective legal counsel regarding legal matters
or issues related to this MOU. In the event that a legal matter relates to two or more of the
Parties, said Parties shall meet and confer on appropriate legal representation of costs, if
applicable.
4
June 11, 2019 Item #16 Page 11 of 52
9. Entire MOU
The Parties agree that this MOU constitutes the sole and only agreement between them in
relation to the Pilot Program and correctly sets forth their obligations and duties with respect to
each other. With exception of the Mobility Hub MOU, this MOU supersedes any prior
agreement, oral or written, and all other communications between Parties related to the subject
matter of this MOU. This MOU, nor any part of it, may not be ·changed, altered, modified, limited
or extended, orally or by an amendment between the Parties unless expressed in writing and
signed by the Parties.
10. Termination for Convenience
I
Any Party may, in its sole discretion, with or without cause, terminate its portion of the MOU
upon giving ten (10) days prior written notice to the other Parties. If such notice is given, the
MOU shall continue to be binding on the remaining Parties who have not formally withdrawn.
11. Subject Headings
The subject headings of the paragraphs in this MOU are included solely for the purposes and
references, and shall not be deemed to explain, limit, amplify or aid in the meaning, construction
or interpretation of any provision of this MOU.
12. No Interpretation Against Drafting
This MOU has been negotiated at arm's length between parties hereto. Accordingly, any rule or
law (including California Civil Code §1635 et seq .) or legal decisions that would require
interpretation of any ambiguities in this MOU against the Party that has drafted the applicable
provisions, is not applicable and is waived. The provisions of this MOU shall be interpreted in a
reasonable manner to effect the purpose of the Parties.
13.Governing-Law and Venue
This MOU shall be construed in accordance with and governed by the laws of the State of
California. If any action is brought to interpret or enforce any term of this MOU, the action shall
be brought in a state or federal court situated in the County of San Diego, State of California.
14. Counterparts
This MOU may be executed in counterparts, each of which shall be deemed to be an original,
but all of which, taken together, shall constitute one and the same agreement.
5
June 11, 2019 Item #16 Page 12 of 52
IN WITNESS THEREOF, this MOU is executed as follows:
SAN DIEGO ASSOCIATION OF
GOVERNMENTS
RAY TRAYNOR
Director of Operations
APPROVED AS TO FORM:
PETER STEVENS
Legal Counsel I
CITY OF CARLSBAD
Mayor
APPROVED AS TO FORM:
Date
Date
a~ d~L-• " ./
CELIA A. BREWER
City Attorney
6
NORTH COUN1Y TRANSIT DISTRICT
MATTHEW O. TUCKER
Executive Director
LORI A. WIN FREE
General Counsel
June 11, 2019 Item #16 Page 13 of 52
IN WITNESS THEREOF, this MOU is executed as follows:
SAN DIEGO ASSOCIATION OF
GO ERNMEN S
APPROVED AS TO FORM:
PETER STEVENS
Legal Counsel I
CITY OF CARLSBAD
SCOTT CHADWICK
City Manager
APPROVED AS TO FORM:
CELIA A. BREWER
City Attorney
b
Date
Date
6
NORTH COUNTY TRANSIT DISTRICT
MATTHEW 0. TUCKER
Executive Director
APPROVED AS TO FORM:
LORI A. WINFREE
General Counsel
Date
June 11, 2019 Item #16 Page 14 of 52
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
June 11, 2019 Item #16 Page 15 of 52
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.
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City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program
June 11, 2019 Item #16 Page 16 of 52
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.
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City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program
June 11, 2019 Item #16 Page 17 of 52
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.
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City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program
June 11, 2019 Item #16 Page 18 of 52
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
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City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program
June 11, 2019 Item #16 Page 19 of 52
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
June 11, 2019 Item #16 Page 20 of 52
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
June 11, 2019 Item #16 Page 21 of 52
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
June 11, 2019 Item #16 Page 22 of 52
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
June 11, 2019 Item #16 Page 23 of 52
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 fo 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 vc1lue 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
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City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program
June 11, 2019 Item #16 Page 24 of 52
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.
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City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program
June 11, 2019 Item #16 Page 25 of 52
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
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City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program
June 11, 2019 Item #16 Page 26 of 52
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.
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City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program
June 11, 2019 Item #16 Page 27 of 52
• 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. APls 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.
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City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program
June 11, 2019 Item #16 Page 28 of 52
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
LicensinQ & 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.
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City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program
June 11, 2019 Item #16 Page 29 of 52
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 ta
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
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City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program
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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.
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City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program
June 11, 2019 Item #16 Page 31 of 52
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.
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City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program
June 11, 2019 Item #16 Page 32 of 52
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.
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City of Carlsbad RFP 19-09 First Mile/Last Mile Transportation Services Pilot Program
June 11, 2019 Item #16 Page 33 of 52