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HomeMy WebLinkAboutCircuit Transit, Inc. - 2023-12-19 (2) ,•� NT�Ncro 2000 Main Street, ,s;•,•...a.F.. ?e•- Huntington Beach,CA ,. 1, 92648 City of Huntington Beach �• o� APPROVED 7-0 cFoouNT,i CP,e AS AMENDED BY SUPPLEMENTAL COMMUNICATION File #: 23-1059 MEETING DATE: 12/19/2023 REQUEST FOR CITY COUNCIL ACTION SUBMITTED TO: Honorable Mayor and City Council Members SUBMITTED BY: Eric G. Parra, Interim City Manager VIA: Chau Vu, Director of Public Works PREPARED BY: Sarah Whitecotton, Management Aide Subject: Approve two-year service agreement for downtown shuttle service provider Circuit Transit, Inc. for a not to exceed amount of$1,535,426 Statement of Issue: The electric shuttle service, Circuit Transit, has been in place for two and a half years to lessen vehicle congestion in the downtown area. On June 26, 2023, City Council agreed to a general fund allocation of$175,000 to continue the Circuit shuttle service by amending their contract to allow for an additional six months through December 31, 2023. City Council also directed staff to seek grant funding to continue the service past December 31 without the need for further general fund support. Staff has secured this funding and is hereby presenting the Circuit contract and funding sources to continue the shuttle service for an additional two years. Financial Impact: The two-year contract is for a not-to-exceed amount of$1,535,426 and will be primarily funded through grants with the Orange County Transit Authority (OCTA) in the amount of$806,240 (Fund 1263) and the Air Quality Management District (AQMD) Mobile Source Air Pollution Reduction Committee (MSRC) in the amount of$279,186 (Fund 1291). The grants will be supplemented with State earmarks from Senator Dave Min's Office in the amount of$350,000 (Fund 1292) and In-Lieu Parking Fee funds in the amount of$100,000 (Fund 308). Recommended Action: A) Approve the two-year service contract with Circuit Transit, Inc. with a not-to-exceed amount of $1,535,426; and B) Approve a budget appropriation in the amount of$806,240 for the OCTA Project V grant funds into account 126390001.69505; and C) Grant the City Manager the authority to execute the cooperative agreement between the City of Huntington Beach and Orange County Transit Authority; and City of Huntington Beach Page 1 of 3 Printed on 12/14/2023 powered by LegistarrM File#: 23-1059 MEETING DATE: 12/19/2023 D) Approve a budget appropriation in the amount of$100,000 from the In-Lieu Parking fund to 30885101.69505. Alternative Action(s): Do not approve the recommended actions, and direct staff accordingly. Analysis: Circuit Transit serves downtown residents, workers, and visitors by providing an alternative mobility option to travel throughout downtown and is available upon demand using Circuit's smartphone app. The current Circuit agreement is effective through December 31, 2023 with the agreement history below: Agreement Term Amount Original July 12, 2021 - December 12, 2021 $200,000 Amendment No. 1 December 13, 2021 -June 30, 2022 $120,000 Amendment No. 2 July 1, 2022 -June 30, 2023 $473,000 Amendment No. 3 July 1, 2023 -August 31, 2023 $15,000 Amendment No. 4 September 1, 2023 - December 31, 2023 $60,000 m thegeneral fund, CityCouncil directed staff to In an effort to continue the service without impact to obtain alternate funding sources during the June 26, 2023 meeting. City staff is working towards the completion of grant funding agreements with the OCTA and AQMD's Mobile Source Air Pollution Reduction Committee. A condition of the new grant funding sources is obtaining current bids for the service. Staff issued a request for proposals for the downtown shuttle service in July 2023 with bids due in August 2023. Circuit Transit, Inc.'s proposal was rated by a panel as the most qualified firm; therefore, a contract was negotiated to include a term of 2 years and a not-to-exceed amount of$2,000,000. The new contract has a greater service area and additional electric vehicles (from 4 to 7) to provide a higher level of service and lower response time for calls in the service area. The OCTA grant cooperative agreement is currently being drafted by OCTA staff. City staff is in possession of a "Notice to Proceed" funding letter confirming their intention to award the $806,240 grant upon execution of the cooperative agreement. Staff requests permission to appropriate the funds based on the funding letter and permission be granted to the City Manager to execute the cooperative agreement between the City of Huntington Beach and OCTA. The AQMD/MSRC grant agreement is also being drafted by their staff. City staff will bring the funding agreement back to council for approval and appropriation prior to the beginning of fiscal year 2024/25. Senator Min allocated $350,000 towards the Circuit Transit, Inc. program in the State of California for City of Huntington Beach Page 2 of 3 Printed on 12/14/2023 powered by LegistarTM' File #: 23-1059 MEETING DATE: 12/19/2023 fiscal year 2023/24 budget, and City staff is working with the State to obtain the funding. If necessary, staff will return to council for the appropriation of the funds. Parking In-Lieu fees are collected as development occurs in the City's downtown area. Fees are used to create additional parking opportunities, such as valet, re-striping, shuttle, and trolley programs, or for construction of new parking facilities. Staff has identified these funds as an appropriate funding source for the Circuit Transit, Inc. service agreement and will supplement grant funds while awaiting further grant and state funding appropriations. The use of non-grant funding sources will be kept to a minimum, as the Circuit Transit, Inc. service agreement also includes a revenue sharing component. The City will be credited with 50% of the net advertising revenue as well as 80% of fare revenue on a monthly basis to offset overall costs. Environmental Status: This action is not subject to the California Environmental Quality Act (CEQA) pursuant to Sections 15060(c)(2) (the activity will not result in a direct or reasonably foreseeable indirect physical change in the environment) and 15060(c)(3) (the activity is not a project as defined in Section 15378) of the CEQA Guidelines, California Code of Regulations, Title 14, Chapter 3, because it has no potential for resulting in physical change to the environment, directly or indirectly. Strategic Plan Goal: Non Applicable - Administrative Item For details, visit www.huntingtonbeachca.gov/strategicplan <http://www.huntingtonbeachca.gov/strategicplan>. Attachment(s): 1. Circuit Service Agreement 2. OCTA Funding Letter 3. MSRC Award Letter 4. Presentation City of Huntington Beach Page 3 of 3 Printed on 12/14/2023 powered by LegistarTM' HBCITY OF HUNTINGTON BEACH Memorandum TO: City Council FROM: Chau Vu, Director of Public Works CC: Travis Hopkins, Assistant City Manager Robin Estanislau, City Clerk DATE: December 19, 2023 SUBJECT: Supplemental Communication for Item #20 (Approve two-year service agreement for downtown shuttle service provider Circuit Transit, Inc. for a not to exceed amount of$1,535,426) on the 12/19/2023 City Council Agenda Staff and Circuit propose two revisions to the proposed, two year service agreement with Circuit that has been placed on the 12/19/2023 Agenda under Item #20. 1. Clarifications to the annual contract adjustments 2. The addition of a severability clause Please see attached for the revised agreement. SUPPLEMENTAL COMMUNICATION 12/19/2023 Mee*Wm 20 (23-1059) Agenda Item No.; SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND CIRCUIT TRANSIT,INC. FOR ON-DEMAND SHUTTLE SERVICES THIS AGREEMENT("Agreement") is made and entered into by and between the City of Huntington Beach, a municipal corporation of the State of California, hereinafter called"City" and Circuit Transit, Inc.,hereinafter referred to as "Contractor". Recitals A. The City desires to provide all-electric, on-demand shuttle services for residents and visitors within the city's downtown area; and B. City desires to retain a Contractor having special skill and knowledge in the operation of all-electric, on-demand shuttle services; and C. Contract represents that Contractor is able and willing to provide such services to the City; and D. In undertaking the performance of this Agreement, Contractor represents that it is knowledgeable in its field and that any services performed by Contractor under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional firm in the field. Contractor has been selected to perform these services pursuant to Huntington Beach Municipal Code Chapter 3.02. NOW, THEREFORE, it is agreed by the City and Contractor as follows: 1. SCOPE OF SERVICES Contractor will provide all services as described in Exhibits "A", `B", "C", and "D", which is attached hereto and incorporated into this Agreement by this reference. These services shall sometimes hereinafter be referred to as the "Project." Contractor hereby designates Daniel Kramer, who shall represent it and be its sole contact and agent in all consultations with City during the performance of this Agreement. 2. CITY STAFF ASSISTANCE AND PARTY DESIGNEES The City designates Chau Vu as the Project Manager for this Agreement. The City will provide written notice to the Contractor should there be a subsequent Project Manager change. The Project Manager will be the Contractor's principal point of contact at the City regarding any matters relating to this Agreement, will provide all general direction to the 1 Contractor regarding performance, and will provide guidance regarding the City's goals and policies. The Project Manager is not authorized to waive or modify any material scope of work changes or terms of the Agreement. City shall assign a staff coordinator to work directly with Contractor in the performance of this Agreement. The Contractor designates Daniel Kramer as the Contractor Representative for this Agreement. The Contractor will provide written notice to the City should there be a subsequent Contractor Representative change. The City has the right to assume that the Contractor Representative has full authority to act for the Contractor on all matters arising under or relating to this Agreement. 3. COMPENSATION a. City agrees to pay, and Contractor agrees to accept as total payment for its services, the rates and charges identified in Exhibit "C" with a sum not to exceed One Million Five Hundred Thirty-Five thousand four hundred twenty-six ($1,535,426) during the term of this Agreement after credit for fare and advertising revenue has been applied. In the event the expected cost for services under this agreement are projected to exceed the above amount, City Council may direct staff to execute an amendment extending this agreement or the City may the City may terminate this agreement upon thirty (30) days written notice of termination. b. This agreement is partially funded by grants to fund this project.In the event any anticipated grant funds related to this project do not materialize,the City may terminate this agreement upon thirty (30) days written notice of termination. c. Payment by the City will be made for the actual services performed less the agreed monthly revenue owed to the City per this agreement. Contractor will submit monthly invoices with documentation showing the actual times and hours worked by the shuttle drivers, hours of actual operation, revenue vehicle hours, number of active shuttle drivers, average number of vehicles active per day at one time,total boardings, boardings per revenue vehicle hour, operating costs, net operating costs (costs less fares), reimbursement per net operating costs, total monthly advertising revenue received and contracted for, reimbursement per boarding, and cost per boarding. This documentation must satisfy both the City representative and the Orange County Transit Authority for the purposes of their grant. In addition, each monthly invoice will explicitly identify revenue service hours (RVH), and define how RVH are calculated, as well as provide advertising revenue with backup documentation showing payments made by advertising vendors (this would include the invoice from Circuit as well as a copy of the vendor's payment with encoding strip redacted). Failure to comply with these requirements will result in non-payment of the invoice and potentially lead to the cancellation of the contract itself as these requirements are required by the funding sources of this contract. 2 d. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. e. Upon request from the City, the cost for any additional service hours or vehicles shall be provided by Contractor to the City. The City shall only be obligated to pay the cost for the use of additional service hours or vehicles, and Contractor shall only be obligated to provide additional service hours or supply the additional vehicles,upon the execution of a written authorization executed by both parties. Any additional services performed for the City by Contractor outside of the Scope of Services to be provided,which may be mutually agreed upon by the Parties from time to time and billed on an hourly basis, will be provided in a separate invoice to the City and paid by the City to the Contractor on a monthly basis.The cost per vehicle service hour is based on rates in Exhibit B. f. Contract shall sell space on the exterior or interior of the vehicles for the display of commercial advertising with the goal of raising revenue to partially finance the cost of the services performed under this Agreement as set forth in Exhibit C. Documentation of all advertising revenue will be sent to the City every 30 days with Circuit's monthly invoice. Failure to do so may result in a breach of the agreement by the Contractor. g. Contractor shall charge a transportation fee of up to $2 per ride per person. City shall be entitled to a net revenue share of the transportation fees received from passengers of the Project. Contractor shall pay City eighty percent (80%) net revenue of the transportation fees and retain the remaining twenty (20%). Net revenue shall mean the gross transportation fees received less all other costs and expenses, including but not limited to credit card merchant fees and processing fees, incurred by Contractor in connection with providing the Project services. Contractor shall keep all necessary records showing fees, costs, expenses, or any other costs subtracted from the gross revenue and provide documentation with payment to the City. Contractor shall deliver to the City the split of Net Revenue every thirty (30) days after the commencement of the agreement. Contractor will deliver all documentation and information with its monthly invoice.Failure by the Contractor to timely document and credit the transportation fee may result in a breach of the agreement by the Contractor. h. The City acknowledges that any adjustment that alters service area and/or service hours under this Agreement may result in an updated Exhibit C. 4. TERM Time is of the essence of the Agreement. The services of the Contractor are to commence on January 1, 2024 or as soon as practicable after the execution of this Agreement by City (the "Commencement Date") and terminate January 1, 2026, unless terminated earlier in accordance with provisions of this Agreement. Contract may be 3 extended for two (2)one-year periods if mutually agreed to in writing by both parties. The City shall notify the Contractor of its intent to exercise its extension option sixty(60) days prior to end of the then existing term. The Contractor will be allowed an annual contract adjustment in year two. Should the City elect to extend the term of this Agreement, the Contractor will be allowed annual contract adjustments in years three and four. Contract adjustments shall be equivalent to the lower of 3.5 percent or the year-to-year percentage change of the Los Angeles- Riverside-Orange County Consumer Price Index for all Urban Consumers (CPI-U). Annual adjustments will go into effect on the eve of each contract anniversary date. In the event the Commencement Date precedes the Effective Date, Contractor shall be bound by all terms and conditions as provided herein. 5. EXTRA WORK In the event City Requires additional services not included in the Exhibits or changes the scope of services described in Exhibits, Contractor will undertake such work only after receiving written authorization from the City. Additional compensation for such extra work shall only be allowed with the prior written approval of the City. 6. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Contractor performs the services which are the subject matter of this Agreement; however, the services to be provided by Contractor shall be provided in a manner consistent with all applicable standards and regulations governing such services. Contractor shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 7. INSURANCE a. Workers' Compensation and Employer's Liability Insurance. Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of this Code, which requires every employer to be insured against liability for workers' compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder. Contractor shall obtain and furnish to City workers' compensation and employer's liability insurance in an amount of not less than the State statutory limits. 4 Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors'employees. Contractor shall furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. b. General Liability Insurance.In addition to the workers' compensation and employer's liability insurance and Contractor's covenant to defend, hold harmless and indemnify City, Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. This policy shall indemnify Contractor, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out or in connection with the Project/Service, and shall provide coverage in not less than the following amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Million Dollars ($1,000,000) per occurrence. If coverage is provided under a form which includes a designated general aggregate limit,the aggregate limit must be no less than One Million Dollars ($1,000,000) for this Project/Service. This policy shall name City, its officers, elected and appointed officials, employees, agents, and volunteers (the "Additionally Insured Parties") as Additional Insureds and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary and non -contributing with any other valid and collectible insurance or self-insurance available for the Additionally Insured Parties. Any available insurance proceeds in excess of the minimum coverage amount specified herein shall be available to the Additionally Insured Parties. All coverage available to Contractor shall also be available to the Additionally Insured Parties. If the Contractor maintains higher limits than the minimum requirement, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Under no circumstances shall above-mentioned insurance contain a self-insured retention, or a "deductible" or any other similar form of limitation on the required coverage. Contractors shall be responsible for causing all Subcontractors to maintain the same types and limits of insurance coverage as that required by Contractor by this Agreement. c. Automotive Liability Coverage. The Contractor shall maintain automotive liability insurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired, and non-owned vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit for each occurrence. There shall be a separate "additional insured endorsement" page listing both the policy number and naming the "City of Huntington Beach, its officers, elected or appointed officials, employees, agents and volunteers" as additional insured on the endorsement. 5 d. Certificates of Insurance; Additional Insured Endorsements. Prior to commencing performance of the work hereunder, Contractor shall furnish to City certificates of insurance subject to approval of the City's Attorney evidencing the foregoing insurance coverages as required by this Agreement; the certificates shall: 1. provide the name and policy number of each carrier and policy; 2. state that the policy is currently in force; and 3. promise to provide that such policies will not be canceled or modified without thirty(30) days' prior written notice of City. Contractor shall maintain the foregoing insurance coverages in force at all times during the term of this Agreement with the City. The requirement for carrying the foregoing insurance coverages shall not derogate from the Contractor's defense, hold harmless and indemnification obligations as set forth under this Agreement. City or its representative shall at all times have the right to demand the original or a copy of all the policies of insurance. Contractor shall pay, in a prompt and timely manner, the premiums on all insurance hereinabove required. Contractor shall provide a separate copy of the additional insured endorsement to each of Contractor's insurance policies, naming the Additionally Insured Parties as Additional Insureds to the City Attorney for approval prior to any payment hereunder. A statement on an insurance certificate will not be accepted in.lieu of the actual endorsement. Contractor shall require all Subcontractors to name Contractor,its officers, employees and agents, and the Additionally Insured Parties as Additional Insureds, using ISO form number CG20303 80413 or coverage at least as broad. Contractor shall verify that every Subcontractor's policy endorsement complies with the requirements set forth herein. 8. INDEMNIFICATION Contractor hereby agrees to protect, defend, indemnify and hold harmless City, its officers elected and appointed officials, employees, agents and volunteers from any and all, claims, damages, losses, expenses, judgments, demands, defense costs, and consequential damage or liability of any kind or nature, however caused to anyone, including clients and other members of the public, including those resulting in or from death or injury. This includes death or injury arising directly or indirectly out of the obligations or operations herein undertaken by Contractor, caused in whole or in party by any negligent act, omission, or intentional act of the Contractor, caused in whole or in part by any negligent act, omission, or intentional act of the Contractor, any subcontractors, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence or willful misconduct, except where caused by the willful misconduct of the City . Contractor will conduct all defenses at its sole cost and expense and City shall approve selection of Contractor's counsel. This indemnity shall apply to all claims and 6 liability regardless of whether any insurance policies are applicable. The policy limits do not act as a limitation upon the amount of indemnification to be provided by Contractor. 9. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a publicly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Contractor without reference to information disclosed by the City. Contractor recognizes that in the performance of its duties under this Agreement, it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Contractor warrants that it will use reasonable recruiting, training and supervising employees and in otherwise performing its duties hereunder to achieve this result 10. CONFLICT OF INTEREST CLAUSE Contractor covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 11. NOTICES Any Notices, certificates, or other communications hereunder shall be given either by personal delivery to Contractor's agent (as designated in this agreement) or to the City as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, and depositing the same in the United States Postal Services, to the addresses below. To Contractor: Circuit Transit Inc. 501 East Las Olas Blvd Fort Lauderdale, FL 33301 Attn: Daniel Kramer Phone: 562-252-6680 7 Email: daniel@ridecircuit.com To City: City of Huntington Beach Attn: Transportation Manager P.O. Box 190, 2000 Main Street Huntington Beach, CA 92648 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. if sent by mail, any notice,tender, demand, delivery, or other communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified,with postage prepaid, and addressed as set forth above. If sent by telefacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four(24)hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Contractor, and supersedes any and all other agreements, oral or written,between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Contractor.The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind or obligate Contractor nor the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise,have been made by any party, or anyone acting on behalf of any party, which are not embodied herein. 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign,transfer,delegate,or subcontract any interest herein without the prior written consent of the City and any such assignment,transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors retained by City. 8 14. TERMINATION This Agreement may be terminated for cause (including, but not limited to, the failure to perform any term of this agreement.timely and the lack of any anticipated grant funds) by the City upon thirty (30) days written notice of termination or for convenience upon(60) days written notice of termination by the City. In such event, Contractor shall be entitled to receive and the City shall pay Contractor compensation for all services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, City may require Contractor to deliver all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor consents to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 15. DISPOSITION OF PLANS, ESTIMATES, AND OTHER DOCUMENTS Contractor agrees that title to all materials prepared hereunder, including, without limitation,all original drawings,designs,reports,both field and office notices,calculations, computer code, language, date or programs, maps, memoranda, letters and other documents, shall belong to the City, and the Contractor shall turn these materials over to the City upon expiration or termination of this Agreement or upon Project completion whichever shall occur first. These materials may be used by the City as it sees fit. Contractor is aware and understands that all documents may be subject to the California Public Records Act. 16. USE BY OTHER GOVERNMENT ENTITIES A governing body or its authorized representative and the State of California may join or use the contracts of local governments located within or outside this State with the authorization of the contracting vendor. Contractor will participate in cooperative procurement and shall provide the services as provided under this Agreement. The services stated in this Agreement reflect the City's pricing and usage only. A public agency wishing to utilize the services will execute its own contract with the Contractor for its requirements. Participating governmental agencies may utilize the City's contracts through cooperative procurement if the contract is determined by the participating governmental agency to have been awarded in compliance with their bidding requirements and there is no statutory provision prohibiting such service. Contractor understands and agrees that participation by other governmental agencies in the State of California is discretionary on the part of that governmental agency. In the event Contractor allows another governmental entity to join the Contract, any interruption, delay, or reduction of services provided for the City due to the addition of the other governmental entity shall be deemed a breach by the Contractor. In the event Contractor allows another governmental entity to join the Contract, it is 9 expressly understood that the City shall in no way be liable for the obligations of the joining governmental entity. 17. DISCRIMINATION • Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Contractor affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 18. JURISDICTION—VENUE This Agreement and all questions relating to its validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Huntington Beach and all other governmental agencies. Contractor shall notify the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 20. CITY EMPLOYEES AND OFFICIALS Contractor shall employ no City official nor any regular City Employee in the work performed pursuant to this Agreement. No Officer or employee of City shall have any financial interest in this Agreement in violation of the applicable provisions of the California Government Code. 21. CONSENT When City's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to any subsequent occurrence of the same or any other transactions or event. 10 22. MODIFICATION No waiver or modification of any language in this Agreement shall be valid unless in writing and duly executed by both parties. 23. INTERPRETATION OF THIS AGREEMENT The language of all parts of this Agreement shall in all cases be construed as a whole,according to its fair meaning,and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jurisdiction to be unenforceable, void, illegal, or invalid, such holding shall not invalidate or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. 24. IMMIGRATION Contractor shall be responsible for full compliance with the immigration and naturalization laws of the United States and shall,in particular, comply with the provisions of the United States Code regarding employment verification. 25. LEGAL SERVICES SUBCONTRACTING PROHIBITED Contractor and City agree that City is not liable for payment of any subcontractor work involving legal services, and that such legal services are expressly outside the scope of services contemplated hereunder. Contractor understands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for City; and City shall not be liable for payment of any legal services expressly incurred by Contractor. 26. ATTORNEY'S FEES In the event suit is brought by either party to construe, interpret, and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. 27. SEVERABILITY Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be prohibited by,unenforceable,or invalid under applicable law, such provision shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the remaining provisions of this Agreement. 11 28. ENTIRETY The parties acknowledge and agree that they are entering into this agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel before executing this Agreement.The parties also acknowledge and agree that no representations, inducements, promises, agreements, or warranties, oral or otherwise. 29. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. 30. SURVIVAL Terms and conditions of this Agreement, which by their sense and context survive the expiration or termination of this Agreement, shall so survive. 31. GOVERNING LAW This Agreement shall be governed and construed bin accordance with the laws of the State of California. 12 IN WITNESS WHEREOF,the parties hereto have executed this Agreement the date and year first above written. CONSULTANT, CITY OF HUNTINGTON BEACH, a CIRCUIT TRANSIT, INC. municipal corporation of the State of California B n'e rn P Mayor print name ITS: (circle one) Chairman/Presiden- President City Clerk AND INITIATED AND APPROVED: By: Director of Public Works print name ITS: (circle one) Secretary/Chief Financial REVIEWED AND APPROVED: Officer/Asst. Secretary- Treasurer City Manager COUNTE RT APPROVE TO FORM: City Attorney 13 IN WITNESS WHEREOF,the parties hereto have executed this Agreement the date and year first above written. CONSULTANT, CITY OF HUNTINGTON BEACH, a CIRCUIT TRANSIT, INC. municipal *ration of the State of Californi. / By: __ tt . / .. : _t M;�e,! _ print name J Q474444.1414) ITS: (circle one) Chairman/President/Vice �" L President City Clerk AND INITIATED AND APPROVED: By: Director of Public Works print name ITS: (circle one) Secretary/Chief Financial REV D P ED: Officer/Asst. Secretary - Treasurer lnfnntCity Manager COUN r E ART APPROVE TO FORM: City Attorney 13 EXHIBIT "A" A. STATEMENT OF WORK: (Narrative of work to be performed) Contractor will work with the City to operate an all-electric, on-demand, shared shuttle service ("Shuttle Service") for the designated service area. The operation of the Shuttle System is limited to the boundaries of the Downtown Huntington Beach(DTHB) (see zone map however, in the future the Shuttle System may expand beyond these boundaries. The Shuttle Service will serve downtown residents, workers and visitors by providing a convenient and efficient mobility option to circulate throughout downtown. A demand-response system provides point-to-point transit from any one point within the DTHB boundary to any other point within the DTHB boundary, and is available to the user upon demand. B. CONTRACTOR'S DUTIES AND RESPONSIBILITIES: 1. Operate the on-demand Shuttle Service within the defined coverage area and hours of operation as set forth in this agreement and in the City's Request for Proposals. 2. Provide a user mobile application for the service and provide monthly operating reports in a format approved by the City. Monthly operating reports of the previous month must be provided by the 15th of the following month. Failure to do so without prior notice and agreement of all parties may be considered a breach by the Contractor. 3. Contractor will provide the City with breakdown of hours and trip data as supporting documentation for payment each month. This documentation will include the actual times and hours worked by the shuttle drivers, hours of actual operation, revenue vehicle hours, number of active shuttle drivers, average number of vehicles active per day at one time,total boardings,boardings per revenue vehicle hour, operating costs, net operating costs (costs less fares), reimbursement per net operating costs,total monthly advertising revenue received and contracted for, reimbursement per boarding, and cost per boarding. This documentation must satisfy both the City representative and the Orange County Transit Authority for the purposes of their grant. Failure to do so without prior notice and agreement of all parties may be considered a breach by the Contractor. 4. Contractor will provide the following in a data report on a monthly basis: i) Number of Riders on monthly basis and heat maps for pickup and drop-off; ii) Number of Rides on a monthly basis; iii) Average wait time from request through the mobile app until arrival by the vehicle on a monthly basis; iv) Average trip duration on a monthly basis; 5. Contractor to provide a minimum of 5 GEM E6 - 2018 and newer vehicles; and make available for use an ADA vehicle on standby. 14 6. An operator may add vehicles/service hours to its fleet, upon request to and approval by the City, when the operator demonstrates with utilization data that average weekly response time exceeds 20 minutes per trip. In the evaluation of requests for vehicle/service hours. increases or decrease determinations, the criteria includes market needs, the number of vehicles deployed in the City, device utilization, operator performance, public safety, seasonal and environmental conditions, special events, and other criteria. Contractor shall be responsible for the operations of the Shuttle Service in accordance with: 1. Applicable federal, state, and local laws and regulations. 2. Necessary driver qualifications such as license verification and driver safety training. 3. Equipment operating instructions issued by the OEM (original equipment manufacturer). 4. The Passenger Service Policies below. The Passenger Service Policies as may be amended from time to time. Contractor, at Contractor's sole expense, may employ persons other than Contractor's employees to perform supplemental passenger assistance,marketing, information functions,passenger counts, or other similar duties. Contractor's employment of other persons for these duties does not relieve the Contractor from performing these duties. Passenger Service Policies Contractor shall set uniform dress standards for all service employees. Employee uniforms will be green Circuit polos and driver's choice of bottoms. Uniform standards shall be subject to the City's approval. Training Contractor will establish and provide continuing training programs for all service employees who are working on the City of Huntington Beach Shuttle system. At a minimum, training shall include ADA lift and secure training, sensitivity training, and defensive driver training. Vehicle Breakdown Contractor shall provide an additional vehicle in the event of a vehicle breakdown. The maximum response time from the time of a vehicle breakdown until the arrival of a replacement vehicle shall be twenty (20) minutes plus two (2)minutes per mile from the Contractor's garage to the location of the breakdown. 15 Contractor, at Contractor's sole expense, in the event of a vehicle breakdown may provide alternate transportation through the use of licensed taxicab service. Use of this option shall not alter the maximum response time for replacement service stated above. Vehicle Operators Contractor shall supply properly licensed and qualified personnel to operate vehicles meeting the following minimum requirements: • Fluent in speaking, writing and understanding English • Shall not have, within the last three (3) years: a. One or more Driving While Intoxicated(DWI) or Driving Under the Influence (DUI) convictions. b. Any conviction or plea of nolo contendere in a competent court of jurisdiction recognized by the State of California for leaving the • scene of an accident. c. Two (2) or more chargeable accidents. d. Two (2) or more moving violations Code of Conduct All employees shall avoid conduct unbecoming an employee. Contractor shall set personnel policies prohibiting such actions.Examples of conduct unbecoming an employee include,but are not limited to,the following: • Any instance of use of language that is obscene, risque or religiously, ethnically or sexually demeaning, or making light of physical or mental disability, regardless of whether it is directed at a customer or another employee. • Any instance of belligerent or malicious behavior toward a customer or another employee. • Littering on rolling stock, station areas or any other City system property. • Eating in the presence of passengers or within vehicles,except when on break. • Smoking in the presence of passengers. • Willful failure to assist customers. • Willful destruction or damage to any City property. • Violation of uniform dress standards. • Reckless or unsafe driving. Employees and Sub-Contractors All personnel provided by CONTRACTOR and Contractor's sub-Contractors involved in any aspect of the Operator Services shall be employees or Contractors of CONTRACTOR or its sub-contractors and not of the City. All such employees and sub- Contractors shall be subject to the direction, supervision and control of the Contractor 16 and not the City. Operations and Management Supervision In addition to the rights and obligations stated elsewhere in this RFP,the City shall have oversight of Contractor's performance including: • Monitoring: Monitoring the records, facilities,personnel,timetable adherence and equipment developed or used by Contractor in the performance of its obligations under this Agreement. • Inspection and Removal: Inspecting any equipment at any time, and remove from service any equipment,which in the City's sole discretion, is in an unacceptable condition. • Temporary Service Adjustment: At the City's sole discretion,the City may direct Contractor to cease operation with sixty (60) days notice, or alter service area and/or service hours under this Agreement with advance 30-day notice. • Employee Removal: At the City's sole discretion,the City may direct Contractor to remove any service employee for conduct unbecoming an employee as stated herein. State and Federal Rules and Regulations All vehicles providing services under this Agreement shall meet all applicable State and Federal rules and regulations as may be modified from time to time. Vehicle Rejection The City's Transportation Manager, at his sole authority, may notify Contractor to remove any primary vehicle from service for non-compliance with the vehicle requirements of this Agreement. Contractor shall replace said primary vehicle with a City approved vehicle within ten(10) business days. A suitable replacement vehicle will be placed in service to avoid interruption in service. Vehicle Maintenance Plan and Practice Contractor at its sole cost and expense, shall be-responsible for developing and adhering to a vehicle maintenance plan in conformance with OEM guidelines and industry practices. Daily Repairs The passenger amenities and safety appliances listed below shall be functionally inspected each calendar day on all vehicles which are dispatched for Shuttle Service 17 and/or extra service. Defects shall be remedied as an integral part of the inspection process prior to dispatch. • General illumination lights • Headlights • Indicator lamps • Warning lamps • Upholstery condition • Seat frames • Windshield wipers • Emergency lights • Signage • Safety appliances • Wheelchair lift/ramp function • Wheelchair securing devices Under no circumstance shall a vehicle be dispatched for Shuttle Service and/or extra service with any amenity or safety defect. A record of all such inspections shall be maintained by the Contractor and be made • available to the City at the City's Transportation Manager's request Cleaning Standards All vehicles shall have had a minimum of a daily interior cleaning when made available to the City for service. At least once weekly, primary vehicles used to provide shuttle service under this Agreement must receive a detailed cleaning. Weekly cleaning, at a minimum, must include the following: • Exterior Wash • Interior windows cleaned • Mopping of non-carpeted floors with clean water and appropriate cleaning solution • Vacuuming of carpeted floors, if applicable • • Wiping down of non-upholstered seats with clean water and appropriate cleaning solution • Vacuuming of upholstered seats, if applicable. End of Passenger Service Polices Reporting and Recordkeeping Requirements The Contractor shall maintain complete and accurate records of all operator services and other Agreement activities carried out during the Agreement period. 18 Contractor shall maintain records of all maintenance of primary vehicles. The Contractor must supply the following reports to the City as the City requests. The formatof these reports shall be developed by the Contractor and subject to the review and written approval of the City. Immediately: • Loss of life, injuries, stoppage or major disruption of service. • Any order imposed by a competent regulatory authority which prevents the continuation of service. Daily: • CONTRACTOR technology will record number of passengers transported on each trip and daily total • CONTRACTOR shall provide all daily trip reports for each Shuttle Service route for the previous month. • CONTRACTOR shall provide a service summary for each Shuttle Service. This summary report will include: o Total Passengers transported each day. o Total monthly passengers. o Total revenue miles by each day o Total monthly revenue miles o Ridership by hour by day for all days of operations in an excel spreadsheet format. ' o City cost per ride or City cost by month. C. CITY'S DUTIES AND RESPONSIBILITIES: City will make its best effort to provide storage of shuttle vehicles as a cost savings to the program. However,the City will not be responsible for security or be liable for any damages. D. WORK PROGRAM/PROJECT SCHEDULE: Hours of operation: Mon-Sat 12pm-lOpm, Sunday l0am-9pm (can be modified) 19 EXHIBIT "B" OPERATING SCHEDULE . _ ,..Regular Operation(April 2024 onwar Low Season (January—March 2024) Vehicles 7 GEMs 4 GEMs ADA Vehicles 1 Standby ADA GEM 1 Standby ADA GEM Months 21 3 Service Hours/Day 10.7 10.7 Days Per Week 7 7 Vehicle Hours Per Week 369-455 205 1 23-13553/327212 • EXHIBIT "C" • PRICING • GEM 0, Hours of Operations/week Vehicle cost/Hour of Operation ,40-45 _$59.47 46 50 86 51`55 $5185 5660 ° 61-65 $47 31 66 70 $45.56` 77„. 71-75 $42.99' 76 80 $42.75 81-85 $41.60 86-90 l $40 59F 91-95 $;39.68 9,6+ $38.88, Standby ADA Costs - ' GEM; $4,280/month Van $6,280/month • 23-13553/327212 EXHIBIT "D" ADVERTISEMENT SALES SERVICES (a) Contractor shall sell space on the exterior or interior of the vehicles for the display of commercial advertising with the goal of raising revenue to partially finance the cost of the services performed under this Agreement. Contractor agrees to provide the City with a copy of all advertising revenue contracts it executes with businesses,as well as providing an accounting of all advertising revenue in a report to accompany each biweekly invoice. (b) Contractor will pay to the City 50% of Net Advertising Revenue received by the Contractor in connection with all (i) exterior advertising sales; (ii) interior video advertising sales; (iii) event marketing campaign sales; and (iv) marketing efforts for advertising sales (collectively, the "Advertisement Sales Services" and the advertisements so sold, the "Advertisements"). Net Advertising Revenue means the gross advertising revenue received less all other costs and expenses, including but not limited to advertisement design and production costs, incurred by Contractor in connection with providing the Advertisement Sales Services. (c) Contractor shall determine the methods, details, and means for performing the Advertising Sales Services. Contractor will not accept advertising content that includes or is related to the below categories without the prior written approval from the City. 1. Discriminates against a person or section of the community on account of race, sex, age, sexual preference, religion, disability, sexual orientation or political belief. 2. Contains strong or obscene language. 3. Contains sexual or reproductive material, 4. Promotes or opposes "adult entertainment" strip clubs and/or the sale of pornographic materials. 5. Promotes the sale or distribution of firearms. 6. Promotes the sale or distribution of alcoholic beverages or tobacco products. 7. Contravenes any applicable law. (d) Contractor shall invoice each such advertiser for amounts owed for Advertisement Sales Services. Contractor shall provide a service credit in the amount of 50% of Net Advertising Revenue to the City on the following monthly invoice submitted to the City after receipt by Contractor of the amounts due from each advertiser. Contractor's obligation to submit invoices for amounts owed for Advertisement Sales Services shall be satisfied as to any advertiser by the delivery to such advertiser of three invoices reflecting the amount owed over a ninety (90) day period, whether or not invoiced funds are actually received by Contractor. Contractor invoices shall provide a detailed breakdown in the invoice which includes documentation delineating the gross advertising revenues, itemization of all other costs and expenses, advertiser contracts etc. Failure to do so timely, may be considered a material breach of this agreement by the Contractor. 3 23-13553/327212 DATE(MMIDDIYYYYi A RQ CERTIFICATE OF LIABILITY INSURANCE ��1 MIDWY 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,ANDTHE.CERTIFiCATE HOLDER. IMPORTANT: if the certifIcate,holder Is an ADDITIONAL INSURED,the policy(Ies)must be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditionns 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 NCCMgt Beverly Weed Insurance Office of America,.Inc. PPHO1H. �:ao1-s98-5691 I FAX 1855 West State Road 434. (NC.Nel:407-788.7933 Longwood FL 32750 ADDREss: Beveriy.WeedQioausa.com INSURERS)AFFORDING COVERAGE NM I) INSURER A:Insurance Company of the West . 27847 INSURED JAMJWC•01 INSURERe:United States Flre Insurance Company 21113 Circuit Transit,Inc.501 E Las Olas Blvd,Suite 300 • INSURER c:North River Insurance Company 21105 . Fort Lauderdale FL 33301 INSURER!):Great American insurance.Company 16691 INSURER E:Oxford Insurance Company NC LLC 16817 INSURER!:; COVERAGES CERTIFICATE NUMBER:1364443291 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.UMITS SHOWN MAY HAVE BEEN REDUCED BYPAID CLAIMS. . GAR TYPE OF INSURANCE i ADM-SLIER W11 POLICY NUMBER rsMM1DCDY/YYYYI IPOLICY M PCD/YriY1 EXP T LIMITS 0 X COMMERCIAL GENERAL LIABIUTY. Y Y 543-233072 7 8111/2023 811112024 EACH OCCURRENCE $1,000,000 • DAMAGE TO RENTED CLAIMS•b1ADE . OCCUR PREMISES Waoccurrence) $100,000 MED EXP( ny one person) $.10.000 PERSONAL 8 ADV INJURY . $1,000,000 N'L AGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE $2,000,000 POLICY El ref ID LOC • PRODUCTS-Co. - . MP/OPAGG $2,000,000 OTHER $ B AUTOMOBILE LIABILITY Y Y 133-754728.7 @H 112023 .6i1112024 CO BI D SINGLE OMIT $cctaentl t .000.000 X ANY AUTO BODILY INJURY(Per person) $ ^LLLO D -' SCHtiMEDULED • BODILY INJURY(Per acciden) 5 X PROPERTY DAMAGE $X HIRED AUTOS AUTOS Pci I C. X UMBRELLA LIAR OCCUR 582-12t48ti•8 6111)2023 611117A24 EACH OCCURRENCE . $8000,000 ._ EXCESS LIAB . CLAIMS.MADE AGGREGATE $6,000,00D DED.I I.RETENTION $ A WORKERS COMPENSATION Y WFLE048728 04 3)1)2023 311/2024 X PERTUTE ER OTH- AND EMPLOYERS'LiABIUTY I'STA ANY PROPRIETORIPARTNERIEXXECUTIVE Y. N 1A EL.EACH ACCIDENT $1,000.000 OFFiCERIMEMBER EXCLUDED? . (Mandatory inn NH) E.L.DISEASE-EA EMPLOYEE $1,003,000 If yes,describe under DESCRIPTION OF OPERATIONS below EL DISEASE-POLICY LIMIT $1,000,000 — 0 CrirnelEmployaoTheli SAA E701800 02 00 8113/2023 OH312024 Limit al Coverage 1,000,000 E Umbrella mat Auto 570-23.NC 6)1112023 6/1112024 Each Ocaorrence 4,000,050 Aggregate 4.000,000 DESCRIPTION OF OPERATIONS)LOCATIONS)VEHICLES(ACORD 101,AdditionalRomarke Schedule,may be attached if mere apace tAaraktfilVED AS TO FORM Professional Liabilityy!Errors&Omissions-Houston Casualty Company Policy Number H21TG31246.01-Effective 9/9/22-9/9/23 • Dv: Limit $2,000,000-Aggregate-$3,000,000 MICHAEL E.GATESCC-11(., ; Deductible-$15,000 CITY ATTORNEY Sexual Abuse&Misconduct Liability-Underwriters at.Lloyd's,London CITY OF HUNTINGTON BEACH Policy Number:ME05144318.23-.Effective06/13/23-06/13/24 Limit:$1,000,000-.Aggregate-$2,000,000 See Attached... CERTIFICATE HOLDER.: CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. The City of Huntington Beach 2000 Main Street A HORIZEDREPRESENTATIVE Huntington Beach CA 92648 . 'iti I ,,,P Resit.tqfjfresA)* • ©1988-2014 ACORD CORPORATION. All rights reserved. ACOREZ 26/2044/011 The ACORD name and logo are registered marks of ACORD ' AGENCY CUSTOMER ID:JAMJINC=01 C R ADDITIONAL REMARKS SCHEDULE Page 1. of 1 AGENCY NAMED INSURED ' Insurance Office of America,Inc. Circuit Transit,Inc. 501E Las Olas Blvd,Suite 300 POLICY NUMBER Fort Lauderdale FL 83301 CARRIER. . . • NAIC CODE EFFECTIVE DATE: ADDITIONAL REMARKS. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM,. FORM NUMBER: 28 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE Retention:.$10,000 Certificate Holder is Additional Insured With regard to.General Liability and Auto Liability on a Primary and Non-Contributory basis as required by written contract or agreement.A Waiver of Subrogation In favor of the Certificate Holder apples with regard to General Liability;Auto Liability and Workers Compensation as required by written contract or agreement. City of Huntington Beach,its officers,elected or appointed officials,employees,agents and volunteers are named additional Insured with regard to general liability and auto liability,on a primary and non-contributory basis as required by written contract as their Interest may.appear. • • • ACORD 10.1(2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACCIIID name and Inan are realstered marks of ACORD POLICY NUMBER:5432330727 COMMERCIAL GENERAL LIABILITY CG 20 26 12 19 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modules:insurance:provided under the following:. COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s)Or Organization(s): CiTY OF HUNTINGTON BEACH,ITS OFFICERS,ELECTED OR APPOINTED OFFICIALS,EMPLOYEES,AGENTS AND VOLUNTEERS 2000 MAIN STREET HUNTINGTON BEACH CA 92648 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 B With respect to the Insurance afforded to these Include as an additional Insured the person(s) or additional insureds, the following Is added to organizatlon(s) shown In the Schedule, but only Section 111-;Limits.Of Insurance: with respect to !lability for"bodily injury',"property If coverage provided to the additional Insured is damage or "personal :and advertising injury" required by a contract or agreement,the most we caused, in whole or In part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: on your behalf: 1. Required by the contractor agreement;or 1. In the performance of your ongoing operations; 2. Available under the .applicable limits of or Insurance; 2. in connection with your premises owned by or rented to you. whichever Is less. However: This endorsement shall not increase the 1. The insurance afforded- to such additional applicable limits of insurance. 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: CG 20 261219 ®Insurance Services Office, Inc.,: 201.8 Page 1 of 1 Poky Number 5432330727 - 33.""..'"'DRUM&PORSTeR SCHEDULE OF FORMS AND ENDORSEMENTS UNITED STATES FIRE INSURANCE COMPANY Named Insured CIRCUIT TRANSIT INC Effective Date;06=11. 2023 12:01.A.M„ Standard Time Agent.Name INSURANCE OFFICE. OF AMERICA Agent Na. 80 643 COMMON POLICY FORMS AND ENDORSEMENTS • MI 02 051 • 10-18 • THIRD PARTY NOTICE OF CANCEL OR NONRENEW MI. 40. 001 12-15 .TEXAS LOSS CONTROL SERVICES IL- _P _001 .01-04 US •TREASURY .DEPT'S OFAC ADVISORY NOTICE IL 09 85 12--20 DISCLOSURE. PURSUANT/TERROR RISK IN$ ACT FM 206..0.6 10-13 COMMON POLICY DECLARATION FM 206...0.2 04-94 SCHEDULE OF FORMS AND ENDORSEMENTS FM 20.6 0.1 . 04-94 SCHEDULE OF NAMED INSUREDS • FM. 20.6.0.3 04-94 SCHEDULE. OF .LOCATIONS IL ..00 17. 11-98 COLON POLICY CONDITIONS FM 2.06.0.8 04-94 SCHEDULE. OF TAXES, SURCHARGES OR FEES • IL..00 21- 09-08 NUCLEAR ENERGY LIABILITY EXCLUSION ENDT XL. 00 23 07-02 NUCLEAR ENERGY LIABILITY EXCLUSION ENDT MI Q7 001 - 01-21 SIGNATURE PAGE - US FIRE• - ' XL 1 -41- 09-08 NEW JERSEY CHANGES - CIVIL UNION IL 01 68. 03-`12 TEXAS CHANGES-DUTIES IL 02 .68- 01►1.4 NEW YORK CHANGES,-CANC & NONRENL IL 02 75 11-13 TEXAS CHANGES--CANC. -& NONRENL FM 108.0.816 06-07 .FLORIDA POLICYHOLDER LOSS CONTROL NOTICE GENERAL LIABILITY FORMS AND ENDORSEMENTS MG. 21 034 - 01-22- EXCL - CYBER (INCL BIO DATA) CG 21 32 05-09 . COMMUNICABLE DISEASE EXCLUSION ' FM 101,0.2798 06-12 GL .DEDUCTIBLE. ENDIALAE INSIDE DEDUCT) FM •101.0•.1404 : 07-01 COMM GL COV PART SUPP DECLARATION' FM 101.0,1405 04-94 COMM GL .COV PART SUPP. DECLARATION . CG 01 04 12-04 NEW YORK CHANGES PREMIUM AUDIT . CG 01 63 04-17 NY CHGS - COMMERCIAL GEN LIAB .COV FORM CG 02 20 03-12 FL CHANGES - CANCELLATION & NONRENEWAL CG 26 20- 10-93 NJ CHANGES- LOSS INFORMATION- CG 26 -21 10-91 • NY CHANGES - TRANSFER OF DUTIES CG -00 01 • 04-13 COMMERCIAL GENERAL LIABILI Y COV FORM CG 20 10 12-19. . ADDL: INSD - OWNERS/LESSEES/CONTRACTORS CG 21 47 12--07 EMPLOYMENT-RELATED PRACTICES EXCLUSION CG 21 55 09-99 TOTAL POLLUTION EXCL. WITH HOSTILE FIRE CG 21 70 01--15. . . CAP LOSSES FROM CERTIF ACTS OF TERRORISM FM 101:0:120.6.° 01-11 GENERAL• LIABILITY ENHANCEMENT END FM 101.0.1252 10-05 ABSOLUTE •ASBESTOS EXCLUSION • . FM 101.'0.2066 09-02 CROSS LIABILITY EXCLUSION FM 101.0.2167 . 05-04 ABSOLUTE SILICA. EXCLUSION CG :24 04 12-19 .WAIVER OF TRANSFER 'RIGHTS OF RECOVERY CG 21 46 07-98 ABUSE OR.MOLESTATION EXCLUSION THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. GENERAL LIABILITY ENHANCEMENT ENDORSEMENT This.endorsement modifies.Insurance provided under the following:. COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE 1. Expected Or Intended Injury : 14.- Newly Acquired Organizations 2. Amended Defense Coverage.For lndemnitees 15. Additional Insureds.By Written Contract 3. Non-Owned Watercraft 18; Additional insured—Lessors of Leased Equipment Additional Insured--State Or Governmental 4. Non-Owned Aircraft 17. Agency Or Subdivision Or Political Subdivision—Permits Or Authorizations Property Damage Liability-Borrowed Equipment 18. Additional Insured—Vendors , . Property.Damage Liability--Elevators• 19. Broad Knowledge/ Notice Of Occurrence 7: Damage To Premises Rented To You aWaiver Of Transfer Of Rights of Recovery ;Against Others To Us Contractual Liability For Personal And 21. Unintentional Failure To Disclose Hazards • 8' Advertising Injury 9: Medical Payments - 22. Mental Anguish, Mental injury Or Humiliation 10. Supplementary Payments 23. Mobile Equipment 11. Broad Form Named Insured 24. Waiver Of Sovereign.Immunity 12. Fellow Employee Coverage 25. Liberalization Clause 13. Incidental Medical Malpractice Liability • 26. Application Of This Endorsement • FM 101.0.1208 01 11 Page 1of10 includes coavrlohted material.of Insurance Service Office, Inc.with its permission. • • 1. Expected Or Intended Injury Exclusion a.Expected Or intended Injury_under Section 1-Coverage A-Bodily Injury And Property.Damage Liability is hereby deleted and:replaced by the following: 'Bodily injury"or"property damage"expected or intended from the standpoint of the Insured. This exclusion does not apply to"bodily injury"or"property damage"resulting from the use of reasonable force to protect persons or property. 2. Amended Defense Coverage For Indemnitees Supplementary Payments-Coverages A and.B is amended as follows: Paragraph 2.d.under Section I Supplementary Payments-Coverages A and.B is hereby deleted. . Paragraph 2.e..under Section.I-Supplementary Payments-.Coverages Aand B is hereby deleted and replaced by the following: • The indemnitee and the Insured ask us to conduct and control the defense of that indemnitee against such "suit". In the event we agree a conflict exists between the interests of the Insured and the interests of the indemnitee,we will select and assign separate defense counsel for the indemnitee and pay reasonable attorney fees and necessary litigation expenses; and 3. Non-Owned Watercraft . Paragraph(2)(a)of Exclusion g.Aircraft,Auto Or Watercraft under Section I-Coverage'A- Bodily Injury And Property Damage Liability is hereby deleted and replaced by the following: (a)Less.than 55 feet in overall length; and 4. Non-Owned Aircraft Exclusion g.Aircraft,Auto Or Watercraft under Section I. Coverage A--Bodily Injury And Property Damage Liability does not apply to an aircraft,in which you have no ownership interest, provided: a.. It is: (1) Loaned to; (2) Rented by;:or (3) Hired or chartered by the insured with a paid and licensed crew; b. It is not being used to carry persons or property for a charge; and FM.101.0.12060111 Page 2of10 Includes copyrighted material of Insurance Service Office, Inc:with its permission. • c. .The pilot in command holds a currently effective.license, Issued by the duly constituted authority of the United States of America or Canada,designating him or her as a commercial airline pilot for the particular aircraft being flown. 5. Property Damage Liability-Borrowed Equipment Paragraph (4)of Exclusion J.Damage To Property under Section I Coverage A—Bodily Injury And Property Damage Liability is amended to include the following: This exclusion does not apply to equipment which you borrow from a person or entity, other than an insured, unless the"properly damage"occurs while such equipment is being used by an insured at a job,site. Subjedt to all terms of Section III—Limits Of Insurance,the maximum limit in anyone "occurrence"is $25,000 subject to an annual aggregate of$50,000 for all"occurrences". The insurance provided by this exception to Exclusion j.(4) as set forth in Paragraph 5.of this General Liability Enhancement Endorsement Is excess over any other valid and collectible insurance available to the insured whether primary,excess(other than insurance written to apply specifically in excess of this policy),contingent or any other basis,that would also apply to the loss covered under.this.provision. 6. Property Damage Liability Elevators Exclusion J. Damage To Property under Section.I—Coverage A-Bodily Injury And Property DamageLiability is amended to include the following: Paragraphs(3)and (4)of this exclusion do not apply to liability arising out of the use of elevators. The insurance provided by this exception to Exclusions j.(3).and j.(4):as set forth In Paragraph 6.of this General Liability Enhancement Endorsement is excess over any other valid and collectible insurance available to the insured whether primary,excess (other than insurance written to apply specifically in excess of this policy),contingent or any other basis,that would also apply to the loss covered under this provision. 7. Damage To Premises Rented To You a. The last paragraph of 2.Exclusions under Section l—Coverage A—Bodily.Injury.And Property Damage.Liability.is hereby deleted and replaced by the following: (1) With respect to damage by fire to premises while rented to you or temporarily occupied by you with permission of the.owner, Exclusions c.,through n.,do not apply. • (2) With respect to damage by other than.fire to premises while rented to you or temporarily occupied by you with permission of the owner,Exclusions c.through n., except for Exclusion f.,do not apply unless the.damage arises out of"your work". A separate limit of insurance:applies to the coverage set forth in (1)and (2) above as FM 101.0.1205 01 11 Page 3 of 10 Includes copyrighted.material of insurance Service Office, Inc.with its permission. described in Section 111-Limits.Of insurance. b. Section III-Limits Of Insurance is amended by deleting Paragraph 6.and replacing it with the following: 6. Subject to Paragraph 5. above,the Damage To Premises Rented To You Limit is the most we will pay under CoverageA for damages because of"property damage"to. any one premises while,rented to you or temporarily occupied by you with the permission of the owner. The Damage To Premises Rented To You Limit is the amount set forth in the Declarations or$300,000,whichever is greater. • $. Contractual Lability For Personal And Advertising injury Exclusion e.Contractual Liability under Section 1--Coverage B -Personal And Advertising injury Liability is amended to add the following after the last sentence:' This exclusion also does not apply to that part of any contractor agreement pertaining to your business under which you assume the"tort liability"of another party to pay for "personal and.advertising injury"to a third party or organization,provided the"personal and advertising,injury"offense occurs subsequent to the execution of the contract or agreement For the purposes of this provision,"tort liability"means a liability that would be imposed by law in the absence of any contract or agreement 9. Medical Payments Section 1-Coverage C Medical Payments is amended to include the following only if Coverage C-Medical.Payments is not otherwise excluded from this coverage part: The Medical Payments Limit is changed to the greater of: a: $15,000; or b. The.Medical.Expense Limit shown in the Declarations of this coverage part. Paragraph 1.a.(3)(b)under Section I--Coverage C- Medical Payments is hereby deleted and replaced by the following: The expenses are incurred and reported to us within three years of the date of the accident; and 10. Supplementary, Payments Supplementary Payments-Coverages A and B under Section I-Coverages Is amended as follows: a. The bail bonds limit shown in Paragraph 1.b.Is increased from$250 to$2,500. b. The actual loss of earnings limit shown in Paragraph:1.d. is Increased from$250 to $1,000. ,. FM:101.0.120501 11 ' Page4 of 10 Includes copyrighted material of Insurance Service Office, Inc.with Its permission. • • 11. Broad Form Named Insured Paragraph 1.d.under Section Ii--Who Is.An Insured is amended to Include the following:_ If you are an organization other than a partnership, limited liability company or joint venture, any of your subsidiary companies or any.company over which you exercise control and actively manage will qualify as an insured only if other valid and collectible insurance does not apply. 12. Fellow Employee Coverage Paragraph ..a.(1)(a) under Section II—Who Is An Insured is hereby deleted. 13. Inc[dental Medical Malpractice Liability Paragraph 2.a.(1)(d)under Section Ii—Who Is An Insured does not apply to"employees" who are employed as nurses or other"employees'; excluding physicians and medical doctors,who provide incidental health care services within the scope of their employment by you: 14. Newly Acquired Organizations. Paragraph 3.a.under.Section II.—Who Is An Insured Is hereby deleted and replaced by the following; . a. Coverage under this provision Is afforded only until the end of the policy period. 15. Additional insureds By Written Contract Section 11 --Who Is An Insured is amended to Include as an additional insured,any person or organization whom you are required to add as an additional insured to this policy by. .written contract or Written agreement that is: - a. Currently in effect or becoming effective during the term of this policy;and b. Executed.prior:to the"bodily injury","property damage"or"personal and advertising injury". 1..The insurance provided to the additional Insured applies as follows:. (a) That person or organization Is only an additional insured with respect to liability for"bodily injury","property damage"or"personal and advertising injury"caused by your negligent acts or omissions at or from: (I) .Premises you own,.rent, lease or occupy;or (II) Your ongoing operations performed for the additional insured at the jobsite indicated by the written contract or written agreement. (b) The limits.ofinsurance applicable to the additional insured are those specified in the FM 101.0.1205 01 11 Page 5 of 10 Includes copyrighted materiai of Insurance Service Office, Inc.with its permission. • written contract or written agreement or in the Declarations of this policy,whichever are less. These limits of insurance are inclusive of,and not in addition to, the limits ' of insurance shown in the Declarations of this policy. 2. .If the additional insured is an architect,engineer or surveyor, the insurance provided to the additional insured does not apply to"bodily Injury","property damage"or • • "personal and advertising injury"caused by: (a) The rendering of or failure to render any professional services Including preparing,approving or failing to prepare or approve maps,drawings, opinions; reports,surveys,change orders,designs or specifications;.or (b):Any supervisory, Inspection or engineering services. 3. With respect to the insurance afforded these.additional insured(s), the.following additional exclusion applies: " This insurance does:not apply to "bodily injury","property damage"or"personal and advertising injury": (a) Occurring after 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 (b) Occurring after 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 part of the same project. • Paragraph a. Primary, insurance of Condition 4..Other insurance under Section IV-- Commercial General Liability Conditions is amended by the addition of the following: 'Regardless of whether other insurance is maintained by an additional insured on a primary basis,the coverage provided.by Paragraph 15.of the General Liability Enhancement •Endorsement will be primary to and noncontributing with other insurance maintained by the additional insured if the written contract between you and the additional insured specifically requires that this insurance be primary. • • 16. Additional insured—Lessors Of Leased Equipment Section II —Who Is An Insured is amended to include as an additional insured any person or organization from whom you lease equipment and.with whom you have agreed to add as an additional insured to this policy by written contract or written agreement but only with respect to"bodily injury","property damage"or"personal and'advertising injury"caused,in whole or in part,by your maintenance,operation or use of the equipment leased to you by such person or organization. With respect to the insurance afforded to these additional insured(s),this insurance does not apply-to any"occurrence"which takes place after the equipment lease expires or is FM.101.0.12060111 Page 6of10 Includes copyrighted material of Insurance Service Office, Inc..with its permission. • terminated. 17. Additional.Insured-State.Or Governmental Agency Or Subdivision Or Political Subdivision.-Permits Or Authorizations Section II-Who is An Insured is amended to include as an additional insured any state or governmental agency or subdivision or political subdivision which has issued a permit or authorization to you. a. This applies only with respect•to operations performed by you or on your behalf for which the state or governmental agency or subdivision or political subdivision has issued a permit or authorization. b. This insurance does not apply to: (1)."Bodily Injury","property damage"or"personal and advertising injury"arising out of operations performed for the state or governmental agency or subdivision or political • subdivision, or (2) "Bodily injury or"property damage"included within the"products-completed operations hazard". 18.Additional Insured-Vendors Section II-Who Is An insured is amended to Include as an additional insured any person or organization (referred to below as vendor)whom you have agreed to add as an additional insured to this policy by written contract or written agreement but only with respect to"bodily injury"or"property damage"arising out of"your products"which are distributed orsold h the regular course of the vendor's,business,subject to the following additional exclusions: The insurance afforded the vendor does not apply to: a. "Bodily injury"or"property damage"for which,the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract . or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made Intentionally by the vendor; d. Repackaging,except when unpacked solely for the purpose of inspection, demonstration,testing or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container; e. Any failure to make such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make In the usual course of business,.in connection with the distribution or sale of the products; f. Demonstration,installation,servicing or repair operations,except such operations • FM 101.0.1206 01 11 Page 7 of 10 Includes copyrighted material of Insurance Service Office, Inc. with Its permission. • performed at the vendor's premises in connection with the sale of the product; g. Products which, after distribution or sale by you, have been labeled or relabeled or used • as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its.own acts or omissions or those of its"employees"or anyone else acting on its behalf. However,this exclusion does not apply to: • (1) The exceptions contained in subparagraphs d.or f.; or (2). Such Inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make In the usual course of business, in connection with. the distribution or sale of the products. • This insurance does not apply to any insured person or organization,from whom or which you have acquired such products, or any ingredient, part or container,entering into, accompanying or containing such products. The coverage afforded the additional insured under this provision will be excess over any valid and collectible insurance available to the additional insured as an additional insured under a policy issued to a manufacturer or distributor for products manufactured, sold, handled or distributed:unless you require that this insurance be primary and non- contributory. 19. Broad Knowledge 1 Notice Of Occurrence • Section IV- Commercial General Liability Conditions Is amended.to include the following: The requirement in Condition 2,a.,which states that you must see to it that we are notified of any"occurrence"or offense,applies only when the"occurrence"or offense is known to: 1.You, If you are an individual; 2.A partner,.if you are a partnership; 3. A member,if you are a joint venture; 4. An "executive officer",manager or supervisor if you are a corporation; or 5: A member,if you area limited liability company: The requirement in Condition.2.b.,which states that you must see to it that we receive • notice of a claim or"suit",:will not be Considered breached unless the breach occurs after such claim or"suit"is known to: 1. You,if you are an individual; 2. A partner, if you area partnership; 3. A member,if you are a joint venture; 4. An "executive officer",manager or supervisor if you are a corporation; or 5. A member,.if you area limited liability company, If you report an accident to your Workers Compensation insurance carrier which later develops into a claim or"suit"for a liability"occurrence"for coverage which is:provided by FM 101.0.1206 01 11 Page 8 of 10 includes copyrighted material of Insurance Service Office, Inc.with its permission. this policy,failure to report such`occurrence"to us at the time of the accident shall not be a violation of the notification of loss condition (Condition 2. Duties In The Event Of Occurrence, Offense,Claim Or Suit'under Section IV—Commercial General Liability Conditions)contained in this policy. it is agreed,however,that you shall give notification of such claim'or"suit"to us as soon as you are made aware of the fact that the particular accident has developed into a claim or"suit 20.Waiver Of Transfer Of Rights Of Recovery Against Others To Us Condition8. Transfer Of Rights.Of Recovery Against Others.To Us:under Section IV— Commercial General Liability Conditions is amended to include the following: We waive any right of recovery we may have against a person or organization because of payments we make for Injury or damage arising out of your ongoing operations or"your work"done under a contract with that person or organization and included in the"products- completed operations hazard"when you have waived such right of recovery under a written contract with that person or organization. Such written contract must be: a. Currently In effect or becoming effective during the term of this policy; and b. Executed prior to'the"bodily injury","property damage"or"personal and advertising • injury". Alternatively,the written contract may be executed after the"bodily.injury","property damage"or"personal and advertising Injury"but only if: (i) The terms and conditions of the written contract or written agreement had been agreed upon prior to the"bodily Injury","property damage"or"personal and advertising injury'; and (II)The insured can definitively establish that the terms and conditions of the written contract or written agreement ultimately executed are the same as those which had been agreed upon prior to the'bodily injury","property damage"or"personal and advertising Injury". 21. Unintentional Failure To Disclose Hazards • Section IV—Commercial General Liability Conditions is amended to include the following: 9. Unintentional Failure To Disclose Hazards Your unintentional failure to disclose all hazards or prior"occurrences"_ existing as of the fo inception date of this policy shall not prejudice the coverage afforded by this policy.. 22. Mental Anguish,Mental Injury Or Humiiiatiofl The definition of"bodily Injury"in Paragraph 3.under Section V— Definitions is hereby deleted and replaced by the following: . "Bodily injury"means bodily injury,sickness or disease sustained by a person,including FM 101,0.1206 0111 Page 9 of 10 includes copyrighted material of Insurance Service Office, Inc.with its permission. mental anguish, mental injury, humiliation or death resulting from any of these at any time. 23.Mobile Equipment • Paragraph 12.under Section V-- Definitions is amended to include the following: Paragraph f.{1)does not apply to self-propelled.vehicles of less than 1,000 pounds gross vehicle weight. 24. Waiver Of Sovereign immunity The following provision applies if you are a"governmental entity"or we have added a "governmental entity"to your policy as an additional insured,and the"governmental entity" requires us to obtain permission prior to asserting a defense involving governmental immunity or the jurisdiction of the tribunal over the"governmental entity": We shall not raise any defense involving,in any way,the jurisdiction of the tribunal over the"governmental entity",the immunity of the"governmental entity"or Its commissioners,officers,agents or employees, the governmental nature of such entity, or the provisions of any statutes respecting suits against the"governmental entity" without first obtaining express advance permission from the designated representative of • the"governmentalsentity". Application of this:provision shall not subject us to liability for any portion of a claim or judgment in excess of the applicable limit of insurance. For the purposes of this provision,"governmental entity"means a state,county,district, municipality,town,township,borough,parish,village,or other political subdivision or governmental agency or subdivision. 25. liberalization Clause If we adopt a change in the coverage form,CG 00 01,which broadens coverage without an additional premium charge, the broader coverage will apply to this policy on the effective date of approval in the state shown in the Named insured's address in the Declarations of this policy. 26.Application Of This Endorsement • The coverage enhancements provided by this endorsement apply to the Commercial General Liability Coverage Part, If your policy includes other endorsements in addition to this General Liability Enhancement Endorsement,and there is a conflict between any of the terms of such endorsement(s)and this General Liability Enhancement Endorsement,the terms of the other endorsement(s)shall be given priority and control over the terms set forth in this General Liability Enhancement Endorsement, even if the terms of such other endorsements) have the effect of limiting,excluding or reducing the coverage provided under this General Liability Enhancement Endorseement. All other terms and conditions remain unchanged. • FM 101.0.120601 11 Page 10'of10 Includes copyrighted material of insurance Service•Office, Inc.with its:permission.. 0,� ��, ►NG °2 City of Huntington Beach 2000 Main Street ♦ Huntington Beach, CA 92648 1 o m _ w ' (714) 536-5227 • ww.huntingtonbeachca.gov ��� �r Office of the City Clerk cu u N-P(�401 Robin Estanislau, City Clerk Ar - January 17, 2024 Circuit Transit, Inc. Attn: Daniel Kramer 501 East Las Olas Blvd. Fort Lauderdale, FL 33301 Dear Mr. Kramer: Enclosed is a fully executed copy of the Service Agreement between the City of. Huntington Beach and Circuit Transit, Inc. for On-Demand Shuttle Services, approved by City Council on December 19, 2023. Sincerely, (Zdt 4/7/4144d Robin Estanislau, CMC City Clerk RE:ds Enclosure Sister City: Anjo, Japan EXHIBIT "B" OPERATING SCHEDULE • Regular Qneration(Ma 2024,b'nward) Low Season(January March 2024) • �� .....�.�', ..:�.,�,�,.,�.�,.._.� _.,,�.. ..�....� .�. _ . Vehicles 7 GEMs 4 GEMs ADA Vehicles 1 Standby ADA GEM ,, 1 Standby ADA GEM Months 21 • 3 Service Hours/Day 10.7 10.7 Days Per Week 7 7 Vehicle Hours Per Week 369-455 205 • • 2 -13553/327212 SERVICE AGREEMENT BETWEEN THE CITY OF HUNTINGTON BEACH AND CIRCUIT TRANSIT, INC. FOR ON-DEMAND SHUTTLE SERVICES THIS AGREEMENT("Agreement") is made and entered into by and bet een the City of Huntington Beach, a municipal corporation of the State of California, hereinafter called "City" and Circuit Transit, Inc., hereinafter referred to as "Contractor". Recitals A. The City desires to provide all-electric, on-demand shuttl- services for residents and visitors within the city's downtown area; and B. City desires to retain a Contractor having spec'.l skill and knowledge in the operation of all-electric, on-demand shuttle serves; and C. Contract represents that Contractor is able an willing to provide such services to P g the City; and D. In undertaking the performance of this A greement, Contractor represents that it is knowledgeable in its field and that any,•ervices performed by Contractor under this Agreement will be performed in com,0 iance with such standards as may reasonably be expected from a professional fir in the field. Contractor has been selected to perfe these services pursuant to Huntington Beach Municipal Code Chapter 3.02. NOW,THEREFORE, it is agres d by the City and Contractor as follows: 1. SCOPE OF SERVI S Contractor will provide all services as described in Exhibits "A", `B", "C", and "D", which is attached ereto and incorporated into this Agreement by this reference. These services shall so etimes hereinafter be referred to as the "Project." Contractor ereby designates Daniel Kramer, who shall represent it and be its sole contact and agen n all consultations with City during the performance of this Agreement. 2. CITY TAFF ASSISTANCE AND PARTY DESIGNEES Th, City designates Chau Vu as the Project Manager for this Agreement. The City will provide written notice to the Contractor should there be a subsequent Project Manager chang . The Project Manager will be the Contractor's principal point of contact at the City reg ing any matters relating to this Agreement, will provide all general direction to the 1 Contractor regarding performance, and will provide guidance regarding the City's goals/ and policies. The Project Manager is not authorized to waive or modify any material scope of work changes or terms of the Agreement. City shall assign a staff coordinator to work directly with Contracto, in the performance of this Agreement. /" The Contractor designates Daniel Kramer as the Contractor Representative for this Agreement. The Contractor will provide written notice to the City should there be a subsequent Contractor Representative change. The City has the righto assume that the Contractor Representative has full authority to act for the Contractor on all matters arising under or relating to this Agreement. 3. COMPENSATION a. City agrees to pay, and Contractor agrees o accept as total payment for its services, the rates and charges identified in Exhibit "C" with a sum not to exceed One Million Five Hundred Thirty-Five thousand fourundred twenty-six ($1,535,426) during the term of this Agreement after credit for pre and advertising revenue has been applied. In the event the expected cost for servicpst under this agreement are projected to exceed the above amount, City Council may/direct staff to execute an amendment extending this agreement or the City may the Ci(y may terminate this agreement upon thirty (30) days written notice of termination. b. This agreement is partially /funded by grants to fund this project.In the event any anticipated grant funds related to thi� project do not materialize,the City may terminate this agreement upon thirty (30) days itten notice of termination. c. Payment by the Ci) will be made for the actual services performed less the agreed monthly revenue owed to the ,i'ty per this agreement. Contractor will submit monthly invoices with documentation showing the actual times and hours worked by the shuttle drivers, hours of actual operation, revenue vehicle hours, number of active shuttle drivers, average number of vehicles active per day ats�(c o ie time,total boardings, boardings per revenue vehicle hour, operating costs, net operating cost, osts less fares), reimbursement per net operating costs, total monthly advertising revenue reeeived and contracted for, reimbursement per boarding, and cost per boarding. This docu r entation must satisfy both the City representative and the Orange County Transit Authority fjthe purposes of their grant. In addition, each monthly invoice will explicitly identify revenue s6rvice hours (RVH), and define how RVH are calculated, as well as provide advertising reveue with backup documentation showing payments made by advertising vendors (this would ir,clude the invoice from Circuit as well as a copy of the vendor's payment with encoding strip redacted). Failure to comply with these requirements will result in non-payment of the invoice/and potentially lead to the cancellation of the contract itself as these requirements are required by the funding sources of this contract. 2 d. Payment by City shall be made within thirty (30) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance se forth in the Recitals which may reasonably be expected by City. e. Upon request from the City, the cost for any additional service hp s or vehicles shall be provided by Contractor to the City. The City shall only be oblated to pay the cost for the use of additional service hours or vehicles, and Contract9shall only be obligated to provide additional service hours or supply the additional vehicles,upon the execution of a written authorization executed by both parties. Any additional services performed for the City by Contractor outside of the Scope of Services toe provided,which may be mutually agreed upon by the Parties from time to time an ' illed on an hourly basis, will be provided in a separate invoice to the City and paid by the City to the Contractor on a monthly basis.The cost per vehicle service hour i./based on rates in Exhibit B. f. Contract shall sell space on the exterior of interior of the vehicles for the display of commercial advertising with the goal of raising revenue to partially finance the cost of the services performed under this Agreement as set forth in Exhibit C. Documentation of all advertising revenue will be sent to the City every 30 days with Circuit's monthly invoice. Failure to do so may r ult in a breach of the agreement by the Contractor. g. Contractor shall charge a transportation fee of up to $2 per ride per person. City shall be entitled to a net revenue share of the transportation fees received from passengers of the Project. Contractor shall pay City eighty percent (80%) net revenue of the transportation fees and retain the remaining twenty (20%).Net revenue shall mean the gross transportation fees received„16ss all other costs and expenses, including but not limited to credit card merchanti`fees and processing fees, incurred by Contractor in connection with providing the Pfiject services. Contractor shall keep all necessary records showing fees, costs, expenses/or any other costs subtracted from the gross revenue and provide documentation with/payment to the City. Contractor shall deliver to the City the split of Net Revenue ever�/^ thirty (30) days after the commencement of the agreement. Contractor will deliver al/documentation and information with its monthly invoice.Failure by the Contractor to timely document and credit the transportation fee may result in a breach of the agreement by the Contractor. h. The City acknowledges that any adjustment that alters service area and/or service hours u rider this Agreement may result in an updated Exhibit C. 4. TER<1VE / Time is of the essence of the Agreement. The services of the Contractor are to commence on January 1, 2024 or as soon as practicable after the execution of this Agre•ment by City (the "Commencement Date") and terminate January 1, 2026, unless to ,mated earlier in accordance with provisions of this Agreement. Contract may be 3 extended for two (2) one-year periods if mutually agreed to in writing by both parties. The City shall notify the Contractor of its intent to exercise its extension option sixty(60) days, prior to end of the then existing term. / fm If the City elects to extend the term,the Contractor will be allowed annual c6ntract adjustments in years two and three. Contract adjustments shall be equivalent tothe lower of 3.5 percent or the year-to-year percentage change of the Los Angeles-Riverside-Orange County Consumer Price Index for all Urban Consumers (CPI-U). Annual adjustments will go into effect on the eve of each contract anniversary date. " / In the event the Commencement Date precedes the Effective ate, Contractor shall be bound by all terms and conditions as provided herein. 5. EXTRA WORK In the event City Requires additional services not included in the Exhibits or changes the scope of services described in Exhibits, Contractor will undertake such work only after receiving written authorization from the City Additional compensation for such extra work shall only be allowed with the prior wri en approval of the City. 6. INDEPENDENT CONTRACTOR Contractor shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create anjmployer-employee relationship, a joint venture relationship, or to allow the City to xercise discretion or control over the professional manner in which Contractor perfo, s the services which are the subject matter of this Agreement; however, the servic to be provided by Contractor shall be provided in a manner consistent with all pplicable standards and regulations governing such services. Contractor shall p , all salaries and wages, employer's social security taxes, unemployment insurance aii4 similar taxes relating to employees and shall be responsible for all applicable withhol Ong taxes. 7. INSURANC a. Wo kers' Compensation and Employer's Liability Insurance. Pursuant to California Labor Code Section 1861, Contractor acknowledges awareness of Section 3700 et seq. of:thus Code, which requires every employer to be insured against liability for workers' compensation; Contractor covenants that it will comply with such provisions prior to commencing performance of the work hereunder. ontractor shall obtain and furnish to City workers' compensation and employer's liabilityC insurance in an amount of not less than the State statutory limits. Contractor shall require all subcontractors to provide such workers' compensation and employer's liability insurance for all of the subcontractors'employees. Contractor shall 4 �fY furnish to City a certificate of waiver of subrogation under the terms of the workers' compensation and employer's liability insurance and Contractor shall similarly require all subcontractors to waive subrogation. 4/ b. General Liability Insurance.In addition to the workers' compensationand employer's liability insurance and Contractor's covenant to defend, hold harmless and indemnify City, Contractor shall obtain and furnish to City, a policy of general public liability insurance, including motor vehicle coverage covering the Project/Service. This policy shall indemnify Contractor, its officers, employees and agents while acting within the scope of their duties, against any and all claims arising out or in coiiitection with the Project/Service, and shall provide coverage in not less than the Wowing amount: combined single limit bodily injury and property damage, including products/completed operations liability and blanket contractual liability, of One Millior'i'Dollars ($1,000,000) per occurrence. If coverage is provided under a form which incl ides a designated general aggregate limit,the aggregate limit must be no less than One lytillion Dollars ($1,000,000) for this Project/Service. This policy shall name City, its officers, elected and appointed officials, employees, agents, and volunteers (the "ddditionally Insured Parties") as Additional Insureds and shall specifically provide that any other insurance coverage which may be applicable to the Project/Service shall be deemed excess coverage and that Contractor's insurance shall be primary and non -contributing with any other valid and collectible insurance or self-insurance available for the Additionally Insured Parties. Any available insurance proceeds i /excess of the minimum coverage amount specified herein shall be available to the Additionally Insured Parties. All coverage available to Contractor shall alsorbe available to the Additionally Insured Parties. If the Contractor maintains higher limits4han the minimum requirement, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor. Under no circumstances shall above-mentioned insurance contain a self insured retention, or a "deductible" o/any other similar form of limitation on the required coverage. Contractors shall b ;'responsible for causing all Subcontractors to maintain the same types and limits of insurance coverage as that required by Contractor by this Agreement. j c. Automttive Liability Coverage. The Contractor shall maintain automotive liability ipsurance covering bodily injury and property damage for all activities of the Contractor arising out of or in connection with the work to be performed under this Agreement, including coverage for owned, hired, and non-owned vehicles, in an amount not less than/One million dollars ($1,000,000) combined single limit for each occurrence. There shall be a separate "additional insured endorsement" page listing both the policy number and naming the "City of Huntington Beach, its officers, elected or appointed/officials, employees, agents and volunteers" as additional insured on the endorsement. 5 !r d. Certificates of Insurance; Additional Insured Endorsements. Prior toz. commencing performance of the work hereunder, Contractor shall furnish to Ci(y certificates of insurance subject to approval of the City's Attorney evidencing the foregoing / insurance coverages as required by this Agreement; the certificates shall: 1. provide the name and policy number of each carrier and policy; / 2. state that the policy is currently in force; and a 3. promise to provide that such policies will not be/canceled or modified without thirty (30) days' prior written notice of/City. Contractor shall maintain the foregoing insurance coverages heforce at all times during the term of this Agreement with the City. The requirement for carrying the foregoing insurance,coverages shall not derogate from the Contractor's defense, hold harmless and indemni-[cation obligations as set forth under this Agreement. City or its representative shall at,;all times have the right to demand the original or a copy of all the policies of insurance. Contractor shall pay, in a prompt and timely manner,the premiums on all insurance hereinabove required. Contractor shall provide a separate copy of the additional insured endorsement to each of Contractor's insurance policies, naming the Additionally Insured Parties as Additional Insureds to the City Attorney for approval prior to any payment hereunder. A statement on an insurance certificate will not be accepted in lieu of the actual endorsement. Contractor shall require all Subcontractors to name Contractor,its officers, employees and agents, and the Additionally Insured Part'S s as Additional Insureds, using ISO form number CG2030380413 or coverage:at least as broad. Contractor shall verify that every Subcontractor's policy endo;de complies with the requirements set forth herein. 8. INDEMNIFIC TION Contractor heeby agrees to protect, defend, indemnify and hold harmless City, its officers elected and appointed officials, employees, agents and volunteers from any and all, claims, da�‘ges, losses, expenses, judgments, demands, defense costs, and consequential damage or liability of any kind or nature, however caused to anyone, including clie t and other members of the public, including those resulting in or from death or in)dry. This includes death or injury arising directly or indirectly out of the obligations'or operations herein undertaken by Contractor, caused in whole or in party by any negligent act, omission, or intentional act of the Contractor, caused in whole or in part by any negligent act, omission, or intentional act of the Contractor, any subcrontractors, anyone directly or indirectly employed by any of them, or anyone for whose acts any of them may be liable, including but not limited to concurrent active or passive negligence or willful misconduct, except where caused by the willful misconduct of the City . Contractor will conduct all defenses at its sole cost and expense and City shall approve selection of Contractor's counsel. This indemnity shall apply to all claims and 6 ,9 / liability regardless of whether any insurance policies are applicable. The policy limits dq` not act as a limitation upon the amount of indemnification to be provided by Contractor'�� 9. CONFIDENTIALITY If Contractor receives from the City information which due to the nature of such information is reasonably understood to be confidential and/or proprietary, Contractor agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same degree of care uses to protect its own information of like importance, but in no event less` than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means` Confidential information disclosed to either party by any subsidiary and/or agent of th9�other party is covered by this Agreement. The foregoing obligations of non-use and jdndisclosure shall not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Contractor disclosed in a pubyly available source; (c) is in rightful possession of the Contractor without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or e() is_independently developed by the Contractor without reference to information disiosed by the City. Contractor recognizes that in the performance of its duties under this Agreement,it must conduct its activities in a manner designed to protect information of a sensitive nature from improper use or disclosure. Con3actor warrants that it will use reasonable recruiting, training and supervising employees nd in otherwise performing its duties hereunder to achieve this result 10. CONFLICT OF INTEREST CLAUSE Contractor coven is that it presently has no interests and shall not have interests, direct or indirect, w ach would conflict in any manner with performance of services specified undehis Agreement. 11. NOTICES Any Notes, certificates, or other communications hereunder shall be given either by personal delivery to Contractor's agent (as designated in this agreement) or to the City as the situation shall warrant, or by enclosing the same in a sealed envelope, postage prepaid, add depositing the same in the United States Postal Services, to the addresses below. To City: To Contractor: Circuit Transit Inc. 501 East Las Olas Blvd Fort Lauderdale, FL 33301 Attn: Daniel Kramer 7 Phone: 562-252-6680 Email: daniel@ridecircuit.com . City of Huntington Beach 41 Attn: Transportation Manager P.O. Box 190, 2000 Main Street Huntington Beach, CA 92648 A party may change its address by giving notice in writing to the other party. Thereafter, any notice, tender, demand, delivery, or other communication shall be addressed and transmitted to the new address. if sent by mail, any t notice, o der, demand, delivery, or other communication shall be effective or deemed to have been given three(3) days after it has been deposited in the United States mail, duly register& or certified,with postage prepaid, and addressed as set forth above. If sent by telacsimile, any notice, tender, demand, delivery, or other communication shall be effective or deemed to have been given twenty-four(24)hours after the time set forth on thy/transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. 12. EXCLUSIVITY AND AMENDMENT This Agreement represents the complet., and exclusive statement between the City and Contractor, and supersedes any and al other agreements, oral or written,between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this @reement shall prevail. This Agreement may not be modified except by written instrr9ient signed by the City and by an authorized representative of Contractor.The partie "agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, that terms and conditions hereof, shall not bind o/obligate Contractor nor the City. Each party to this Agreement acknowledges that n , representations, inducements, promises or agreements, orally or otherwise,have been ade by any party, or anyone acting on behalf of any party, which are not embodied herei 13. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Contractor, Contractor may not assign,transfer,delegate,or subcontract any interest herein without the prior written consent of the City and any such assignment,transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. Nothing in this/ agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other Contractors `etained by City. 8 14. TERMINATION / This Agreement may be terminated for cause (including, but not limited to, the/ failure to perform any term of this agreement timely and the lack of any anticipated grant funds) by the City upon thirty (30) days written notice of termination or for convenienbe pallupon(60) days written notice of termination by the City. In such event, Contractor be entitled to receive and the City shall pay Contractor compensation for all/services performed by Contractor prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, City may require Co actor to deliver all work product completed as of such date, and in such case such work product shall be the property of the City unless prohibited by law, and Contractor co l nts to the City's use thereof for such purposes as the City deems appropriate. b. Payment need not be made for work whic fails to meet the standard of performance specified in the Recitals of this Agreement.. 15. DISPOSITION OF PLANS,ESTIMATES, 4 D OTHER DOCUMENTS Contractor agrees that title to all materials ,repared hereunder, including, without limitation,all original drawings,designs,reports oth field and office notices,calculations, computer code, language, date or progra s, maps, memoranda, letters and other documents, shall belong to the City, and the/Contractor shall turn these materials over to the City upon expiration or termination yf this Agreement or upon Project completion whichever shall occur first. These materials may be used by the City as it sees fit. Contractor is aware and understands that all documents may be subject to the California Public Records Act. 16. USE BY OTHER GOVERNMENT ENTITIES A governing body or ipe authorized representative and the State of California may join or use the contracts of local governments located within or outside this State with the authorization of the contracting vendor. Contractor will participate in cooperative procurement and shall provide the services as provided under this Agreement. The services stated in this Agreement reflect the City's pricing and usage only.A public agency wishing to utilize the services will execute its own contract with the Contractor for its requirements. Participating governmental agencies may utilize the City's contracts through cooperative procurement if thefontract is determined by the participating governmental agency to have been awarded incompliance with their bidding requirements and there is no statutory provision prohibiting such service. Contractor understands and agrees that participation by other governmental agencies in the State of California is discretionary on the part of that governmenta l l agency. In the event Contractor allows another governmental entity to join the Contract, any interruption, delay, or reduction of services provided for the City due to the addition of the other governmental entity shall be deemed a breach by the Contractor. In the/event Contractor allows another governmental entity to join the Contract, it is IP 3 expressly understood that the City shall in no way be liable for the obligations of the joining governmental entity. / 17. DISCRIMINATION Contractor shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection/training, utilization, promotion, termination or other employment related activities•: Contractor affirms that it is an equal opportunity employer and shall comply withFall applicable federal, state and local laws and regulations. / 18. JURISDICTION—VENUE fe This Agreement and all questions relating to itV validity, interpretation, performance, and enforcement shall be government and construed in accordance with the laws of the State of California. This Agreement has peen executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that' may be brought or arise out of, in connection with or by reason of this Agreement. 19. PROFESSIONAL LICENSES Contractor shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approv Is, waivers, and exemptions necessary for the provision of the services hereunder , d required by the laws and regulations of the United States, the State of California, th City of Huntington Beach and all other governmental agencies. Contractor shall noti, the City immediately and in writing of her inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for tmination of this Agreement. 20. CITY EMPLO�,'�EES AND OFFICIALS Contractor shall employ no City official nor any regular City Employee in the work perform d pursuant to this Agreement.No Officer or employee of City shall have any financial i� est in this Agreement in violation of the applicable provisions of the California Gernment Code. 21. CONSENT When City's consent/approval is required under this Agreement, its consent/approval for one transaction or event shall not be deemed to be a consent/approval to - y subsequent occurrence of the same or any other transactions or event. 10 22. MODIFICATION '' /�c No waiver or modification of any language in this Agreement shall be valid unless n, in writing and duly executed by both parties. �/ 23. INTERPRETATION OF THIS AGREEMENT / The language of all parts of this Agreement shall in all cases be construed as a whole, according to its fair meaning,and not strictly for or against any of the parties. If any provision of this Agreement is held by an arbitrator or court of competent jur'>sdiction to be unenforceable, void, illegal, or invalid, such holding shall not invalidate,or affect the remaining covenants and provisions of this Agreement. No covenant or provision shall be deemed dependent upon any other unless so expressly provided here. 24. IMMIGRATION Contractor shall be responsible for full compliance 3 h the immigration and naturalization laws of the United States and shall, in particular omply with the provisions of the United States Code regarding employment verification. 25. LEGAL SERVICES SUBCONTRACTING PROHIBITED Contractor and City agree that City is not liable for payment of any subcontractor work involving legal services, and that such legal -ervices are expressly outside the scope of services contemplated hereunder. ContractorAiderstands that pursuant to Huntington Beach City Charter Section 309, the City Attorney is the exclusive legal counsel for City; and City shall not be liable for payment of any legal services expressly incurred by Contractor. 26. ATTORNEY'S FEES / In the event suit is brought)y either party to construe, interpret, and/or enforce the terms and/or provisions of this Agreement or to secure the performance hereof, each party shall bear its own attorney's fees, such that the prevailing party shall not be entitled to recover its attorney's fees from the non-prevailing party. s 27. ENTIRETY ,•r'' The parties acknowledge and agree that they are entering into this agreement freely and voluntarily following extensive arm's length negotiation, and that each has had the opportunity to consult with legal counsel before executing this Agreement. The parties also acknowledge 'rid agree that no representations, inducements, promises, agreements, or warranties, oral or otherwise. / i 11 .1) 1— - 28, SIGNATORIES ,fr- Each undersigned represents and warrants that its signature hereinbelow has the power, authority and right to bind their respective parties to each of the terms off.this Agreement,and shall indemnify City fully,including reasonable costs and attorneys fees, for any injuries or damages to City in the event that such authority or power is not, in fact,held by the signatory or is withdrawn. 29. SURVIVAL Terms and conditions of this Agreement,which by their sense and context survive the expiration or termination of this Agreement,shall so survive, / 30. GOVERNING LAW This Agreement shall be governed and construed biwaccordance with the laws of. the State of California. IN WITNESS WHEREOF,the parties hereto have executed this Agreement the date and year first above written, CONSULTANT, CITY OF HUNTINGTON BEACH,a CIRCUIT TRANSIT, INC. /municipal corporation of the State of California By: 69 Dart Kr-ci"e Mayor print name ITS:(circle one)Chairman/Preside/ ice President / • City Clerk AND INITIATED AND APPROVED: By: Director or Public Works print nAne ITS:(circle one)Secretary/Chief Financial REVIEWED AND APPROVED: Officer/Asst„Secrelary-Treasurer City Manager APPROVED AS TO FOR„M: City Attorney 12 28. SIGNATORIES Each undersigned represents and warrants that its signature hereinbelow has the , power, authority and right to bind their respective parties to each of the terms of this /, Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees/ for any injuries or damages to City in the event that such authority or power is not, fact,held by the signatory or is withdrawn. • 29. SURVIVAL Terms and conditions of this Agreement, which by their sense and c o text survive the expiration or termination of this Agreement, shall so survive. 30. GOVERNING LAW This Agreement shall be governed and construed bin ace, dance with the laws of the State of California. IN WITNESS WHEREOF, the parties hereto have ecuted this Agreement the date and year first above written. CONSULTANT, CI OF HUNTINGTON BEACH, a CIRCUIT TRANSIT, INC. icipal corporation of the State of alifornia By: Mayor print name ITS: (circle one) Chairman/Presiden lice President City Clerk AND INITIATED AND APPR VED: By: Director o ublic Works print nam' ITS: (circle one) Secre /Chief Financial REVIEWED AND APPROVED: Officer/Asst. Secret. r, - Treasurer City Manager APPROVED AS TO FORM: City Attorney 12 • ' / EXHIBIT "A" / A. STATEMENT OF WORK: (Narrative of work to be performed) ContractorII will work with the Cityoperate an all-electric, on-demand s1iared to pX shuttle service ("Shuttle Service") for the designated service area. The operation of the Shuttle System is limited to the boundaries of the Downtown Huntington Beach(DTHB) (see zone map however, in the future the Shuttle System may expand beyond these boundaries. The Shuttle Service will serve downtown residents, workers/and visitors by providing a convenient and efficient mobility option to circulate throughout downtown. A demand- response system provides point-to-point transit from any one point within the DTHB boundary to any other point within the DTHB boundary, Fid is available to the user upon demand. / B. CONTRACTOR'S DUTIES AND RESPONSIBIi TIES: / 1. Operate the on-demand Shuttle Service within the defined coverage area and hours of operation as set forth in this agreement and in the City's Request for Proposals. 2. Provide a user mobile application for the service and provide monthly operating reports in a format approved by the CA. Monthly operating reports of the previous month must be provided by the 15th of the following month. Failure to do so without prior notice and agreement of all par{ies may be considered a breach by the Contractor. / 3. Contractor will providethe City with breakdown of hours and trip data as supporting documentation for payment each month. This documentation will include the actual times and hours worked by the shuttle drivers, hours of actual operation,revenue vehicle hours, number of active shuttle drivers, average number of vehicles active per day at one time, total boardings,boardings per revenue vehicle hour, operating costs, net operating costs (costs less fares), reimbursement per net operating costs, total monthly advertising revenue received'and contracted for, reimbursement per boarding, and cost per boarding. This docum ntation must satisfy both the City representative and the Orange County Transit Authority for the purposes of their grant. Failure to do so without prior notice and agreement of all parties may be considered a breach by the Contractor. / 4. Contractor will provide the following in a data report on a monthly basis: i )' Number of Riders on monthly basis and heat maps for pickup and drop-off; / ii) Number of Rides on a monthly basis; iii) Average wait time from request through the mobile app until arrival by the vehicle on a monthly basis; ,� iv) , Average trip duration on a monthly basis; 5. Contractor to provide a minimum of 5 GEM E6 - 2018 and newer vehicles; and make available for use an ADA vehicle on standby. 13 6. An operator may add vehicles/service,hours to its fleet, upon request to an approval by the City, when the operator demonstrates with utilization data that average weekly response time exceeds 20 minutes per trip. In the evaluation of requests for vehicle/service hours increases or decrease determinations, the criteria includes market needs, the number of vehicles deployed in the City, device utilization( operator performance, public safety, seasonal and environmental conditions, special events, and other criteria. Contractor shall be responsible for the operations of the Shuttle Service in accordance with: 1. Applicable federal, state, and local laws and reg +lations. 2. Necessary driver qualifications such as licensverification and driver safety training. 3. Equipment operating instructions issued b. the OEM (original equipment manufacturer). 4. The Passenger Service Policies below ' he Passenger Service Policies as may be amended from time to time. Contractor, at Contractor's sole expen e, may employ persons other than Contractor's employees to perform supplemental passenger assistance, marketing, information functions,passenger counts, o other similar duties. Contractor's employment of other persons for these duties does note"relieve the Contractor from performing these duties. Passenger Service Policies Contractor shall set unifor m dress standards for all service employees. Employee uniforms will be green Circu t polos and driver's choice of bottoms. Uniform standards shall be subject to the City'iapproval. Training itoo/ Contractor will establish and provide continuing training programs for all service employees who are/working on the City of Huntington Beach Shuttle system. At a minimum,train g shall include ADA lift and secure training, sensitivity training, and defensive drive training. / Vehicle Breakdown Contractor shall provide an additional vehicle in the event of a vehicle breakdown. The maximum response time from the time of a vehicle breakdown until the arrival/of a replacement vehicle shall be twenty (20) minutes plus two (2) minutes per mile' rom the Contractor's garage to the location of the breakdown. a,. i 14 Contractor, at Contractor's sole expense, in the event of a vehicle breakdown may provide alternate transportation through the use of licensed taxicab service. Use of this option shall not alter the maximum response time for replacement service stated above. Vehicle Operators Contractor shall supply properly licensed and qualified personnel to operate vehicles meeting the following minimum requirements: i • Fluent in speaking, writing and understanding English . • Shall not have, within the last three (3) years: a. One or more Driving While Intoxicated(DWI) or Driving Under the Influence (DUI) convictions. r/ b. Any conviction or plea of nolo contenslere in a competent court of jurisdiction recognized by the State of California for leaving the scene of an accident. T c. Two (2) or more chargeable accidents. d. Two (2) or more moving viol Lions Code of Conduct All employees shall avoid conduct unbecoming an employee. Contractor shall set personnel policies prohibiting such actionsxamples of conduct unbecoming an employee include, but are not limited to, the following: • Any instance of use of/language that is obscene, risque or religiously, ethnically or sexually demeaning, or making light of physical or mental disability, regardless of whether it is directed at a customer or another employee. • Any instance of belligerent or malicious behavior toward a customer or another employee. • Littering on r Slling stock, station areas or any other City system property. • Eating in th'presence of passengers or within vehicles, except when on break. • Smoking in the presence of passengers. • Willf,failure to assist customers. • Wi4l destruction or damage to any City property. • V'Zlation of uniform dress standards. • eckless or unsafe driving. Employee and Sub-Contractors 11 personnel provided by CONTRACTOR and Contractor's sub-Contractors invol ed in any aspect of the Operator Services shall be employees or Contractors of COOL TRACTOR or its sub-contractors and not of the City. All such employees and sub- ontractors shall be subject to the direction, supervision and control of the Contractor 15 • and not the City. Operations and Management Supervision In addition to the rights and obligations stated elsewhere in this RFP,they shall have oversight of Contractor's performance including: / • Monitoring: Monitoring the records, facilities, personne ; imetable adherence and equipment developed or used by Contractor in the performance of its obligations under this Agreement. if • Inspection and Removal: Inspecting any equipment at any time, and remove from service any equipment,which in the City sole discretion, is in an unacceptable condition. • Temporary Service Adjustment: At the City's sole discretion,the City may direct Contractor to cease operation with sixti(60) days notice, or alter service area and/or service hours under thisAgreement with advance 30-day notice. • Employee Removal: At the City's ole discretion, the City may direct Contractor to remove any service employe for conduct unbecoming an employee as stated herein. State and Federal Rules and Regulatio All vehicles providing service,under this Agreement shall meet all applicable State and Federal rules and regulations as may be modified from time to time. Vehicle Rejection ///,/ The City's Transportation Manager, at his sole authority, may notify Contractor to remove any primary vehi(le from service for non-compliance with the vehicle requirements of this A,gr ement. Contractor shall replace said primary vehicle with a City approved vehicle wi in ten (10) business days. A suitable replacement vehicle will be placed in service to avoid interruption in service. Vehicle Maintenance Plan and Practice Con) actor at its sole cost and expense, shall be responsible for developing and adhering ti a vehicle maintenance plan in conformance with OEM guidelines and industryactices. Dail . epairs The passenger amenities and safety appliances listed below shall be functionally • spected each calendar day on all vehicles which are dispatched for Shuttle Service 16 and/or extra service. Defects shall be remedied as an integral part of the inspection process prior to dispatch. • General illumination lights ;a'' • Headlights • Indicator lamps • Warning lamps • Upholstery condition / • Seat frames • Windshield wipers • Emergency lights • Signage • Safety appliances • Wheelchair lift/ramp function • Wheelchair securing devices . / Under no circumstance shall a vehicle be dispatched for Shuttle Service and/or extra service with any amenity or safety defect. A record of all such inspections shall be maintained b; the Contractor and be made available to the City at the City's Transportation )anager's request. Cleaning Standards it All vehicles shall have had a minimum of a daily interior cleaning when made available to the City for service. At least once weekly, primary vehicles used to provide shuttle service under this Agreement must receive a detailed eleaning. Weekly cleaning, at a minimum,must include the following: • Exteriyr Wash • Interior windows cleaned • Mopping of non-carpeted floors with clean water and appropriate cleaning solution • /Vacuuming of carpeted floors, if applicable • i Wiping down of non-upholstered seats with clean water and appropriate?cleaning solution • Vacuuming of upholstered seats, if applicable. End of Passenger Service Polices Reporti `°g and Recordkeeping Requirements P The Contractor shall maintain complete and accurate records of all operator se vices and other Agreement activities carried out during the Agreement period. 17 • Contractor shall maintain records of all maintenance of primary vehicles. The Contractor must supply the following reports to the City as the City requests. The /` format of these reports shall be developed by the Contractor and subject to the review and �,/ written approval of the City. 1 Immediately: ' • Loss of life, injuries, stoppage or major disruption of service. • Any order imposed by a competent regulatory authority which prevents the continuation of service. / / ` Daily: • CONTRACTOR technology will record number of passengers transported on each trip and daily total • CONTRACTOR shall provide all daily trip reportsjfor each Shuttle Service route for the previous month. • CONTRACTOR shall provide a service su 'ry for each Shuttle Service. This summary report will include: o Total Passengers transported each d y. o Total monthly passengers. o Total revenue miles by each day o Total monthly revenue miles/ • Ridership by hour by day fo all days of operations in an excel spreadsheet format. o City cost per ride or Cif" cost by month. C. CITY'S DUTIES AND RESPONSIBILITIES: City will make its best effort provide storage of shuttle vehicles as a cost savings to the program. However,the City will n f be responsible for security or be liable for any damages. D. WORK PROGRAMTB OJECT SCHEDULE: Hours of operation:iMon-Sat 12pm-lOpm, Sunday l0am-9pm (can be modified) r' 18 EXHIBIT "B" �. OPERATING SCHEDULE / Regular Operation (May 2024 onward) Low Season(January—.March 2024), Vehicles 7 GEMs 4 GEMs rf ADA Vehicles 1 Standby ADA GEM Standby ADA GEM Months 21 • r 3 Service Hours/Day 10.7 / 10.7 i Days Per Week 7 7 VehicleHours Per Week........................._._........................... -...._._.._.......-369-455 ...._.......-................- _/.._-............................._.._................................-..__..--__....._...................205• ....._......__._—-_...........-.............. - 1 • �a. 1 • 23 13553/324372 EXHIBIT "C" PRICING / £ , �i C.]V] s ni. w Hours of Operations/week Vehicle cost/Hour of Operation ,` / 40-45 w $5 9,47„ 46-50 $54.86 51 55 I $5185: 56-60 I a 1 61-65 I $47 31 66;70 $45 56g 71 75 $42 99' ,/ 76-80 $42 75'" 81-85 $4160 86-90 $4'0.59 91-95 " 96+ � $r38 88' I Standby ADA Costs fir': GEM .'$4,280/month Van ; $6,280%month / 2 2 '-13553/324372 EXHIBIT "D" , ADVERTISEMENT SALES SERVICES (a) Contractor shall sell space on the exterior or interior of the vehicies for the display of commercial advertising with the goal of raising revenue to partially finance the cost of the services performed under this Agreement. Contractor agrees to provide theCity with a copy of all advertising revenue contracts it executes with businesses,as well as providing an accounting of all advertising revenue in a report to accompany each biweekly invoice. (b) Contractor willpayto the City50% of Net Advertising Revenue received by the Contractor in connection with all (i) exterior advertising sales; (ii) interiyfvideo advertising sales; (iii) event marketing campaign sales; and (iv) marketing efforts for advertising sales (collectively, the "Advertisement Sales Services" and the advertiseme is so sold, the "Advertisements"). Net Advertising Revenue means the gross advertising renue received less all other costs and expenses, including but not limited to advertisemet design and production costs, incurred by Contractor in connection with providing the Adveisement Sales Services. (c) Contractor shall determine the methods, details and means for performing the Advertising Sales Services. Contractor will not accept acVertising content that includes or is related to the below categories,without the prior written approval from the City. 1. Discriminates against a person or section of the community on account of race, sex, age, sexual preference, religion, disability, sexual orientation or political belief 2. .Contains strong or obscene language. 3. Contains sexual or reproductive material, 4. Promotes or opposes "adult,/entertainment" strip clubs and/or the sale of pornographic materials. 5. Promotes the sale or distribution of firearms. 6. Promotes the sale or distribution of alcoholic beverages or tobacco products. 7. Contravenes any applicable law. (d) Contractor shall invoiceteach such advertiser for amounts owed for Advertisement Sales Services. Contractor shallprovide a service credit in the amount of 50% of Net Advertising Revenue to the City on the following monthly invoice submitted to the City after receipt by Contractor of the amounts due from each advertiser. Contractor's obligation to submit invoices for amounts owed for,%Advertisement Sales Services shall be satisfied as to any advertiser by the delivery to such advertiser of three invoices reflecting the amount owed over a ninety(90) day period, whether oilnot invoiced funds are actually received by Contractor. Contractor invoices shall provide a detailed breakdown in the invoice which includes documentation delineating the gross advertising revenues, itemization of all other costs and expenses, advertiser contracts etc. Failure to do o timely, may be considered a material breach of this agreement by the Contractor. !� 3 23-13553/324372 OCTA AFFILIATED AGENCIES December 11, 2023 Orange County Transit District Local Transportation Ms. Chau Vu Authority Director of Public Works Service Authority for City of Huntington Beach Freeway Emergencies 2000 Main Street Consolidated Transportation Huntington Beach, CA 92648 Service Agency Congestion Management Subject: Reaffirmation of the Scope Change for the Huntington Beach Agency Southeast Rideshare Pilot Program Project (20-HBCH-CBT-3960) Dear Ms. Vu: The Orange County Transportation Authority(OCTA) received a scope change request from the City of Huntington Beach (City) as part of the March 2023 semi-annual review for the Huntington Beach (HB) Southeast Rideshare Pilot Program Project (20-HBCH- CBT-3960). The scope change was approved by the OCTA Board of Directors (Board) on June 12, 2023. Subsequent to Board approval, there was a claim made that staff did not thoroughly explain the scope change or provide the rationale for supporting the change. On December 11, 2023,the OCTA Board was presented with additional information related to the scope change and they reaffirmed the June 2023 approval of the scope change. The City can proceed with the pilot consistent with the requested scope change and as approved on June 12, 2023. Please consider this letter as the notice to proceed. The grant will provide $806,240 for operating ($794,240) and start-up marketing ($12,000) and requires a minimum 20 percent match. In order to avoid supplanting of funds, the City will also be required to use the Mobile Source Air Pollution Reductions Review Committee grant that it received in order to receive all of the Project V funding. The Project must comply with the 2020 Project V Guidelines as provided through the Comprehensive Transportation Funding Programs and will also be governed by a cooperative agreement with the City. We look forward to working with you on the revised pilot as it moves forward. If you have any questions, please contact me at (714) 824-7473 or acardoso@octa.net or Charvalen Alacar, Section Manager III, Measure M Local.Programs, at(714) 560-5401, or via email at calacar@octa.net. Sincerely, 44,,a Adriann Cardoso Capital Programming Manager Orange County Transportation Authority 550 South Main Street/P.O Box 14184/Orange/California 92863-1584/(714)560-OCTA(6282) 352 Ms. Chau V December 11, 2023 Page 2 c: Charvalen Alacar, OCTA Orange County Transportation Authority 550 South Main Street/P.O Box 14184/Orange/California 92863-1584/(714)560-OCTA(6282) 353 Clean fr.oaoiTrans orta i o n 21865 Copley Drive Diamond Bar, CA Funding 91765 from the MSRC 909.396.3269 Mobile Source Air Pollution Reduction Review Committee www.CleanTransportationFunding.org June 13, 2023 Chau Vu Deputy Director of Public Works City of Huntington Beach 2000 Main St Huntington Beach, CA 92648 Subject: Funding For Circuit Transit Rideshare Program (Huntington Beach) Dear Chau Vu: The South Coast,Air Quality Management District Governing Board approved funding for your project on June 2, 2023. Congratulations on the success of your MSRC proposal and subsequent award of funds in the amount of$279,186. MSRC staff will contact you with a contract detailing how work,payments, reports, etc., will occur. Generally,you should not start work until a contract has been executed. Any costs incurred prior to contract execution shall be incurred solely at your own risk. If you have any questions regarding this award of funds or the process that will take place, please contact me at (909)396-3269. I look forward to working with you. Sincerely, 4.4ilt4;t_. Gin Cynthia Ravenstein MSRC Contracts Administrator cynthia@cleantransportationfunding.org 11 )714,),16,14 MEMBER ORGANIZATIONS: California Air Resources Board • Los Angeles County Metropolitan Transportation Authority•Orange Coun '54 Transportation Authority•Riverside County Transpoiluiion Commission •San Bernardino Couty Transportation Authority•South Coast Air seuaiity Management District•Southern California Association of Governments• Regional Rideshoring Agency ArAed ►'fir►''''''+ 11\c‘All ' y Grn ,......' ..... \1/4.\ • q • .... ORPoR7 ` k 4. own own _ __ _ \' \_' ___ _____ ___ _ __ _ r. _ i` • ...7 f////1 rJa ! S huttle er vice _ ^ ' ' December 19, 2023 -- • '�' • • • '_ 4k. $ • ock •.... 1 - - iii *I. ‘<c # Coull".."1.-r* \°°°‘ IIIIIW \JO,/ IOW NT 355 Circuit Inc . Circuit Transit, Inc. will provide shuttle services in the City of Huntington Beach to relieve traffic congestion in the downtown area with their fleet of electric vehicles. A two-year service agreement in the amount of $ 1 ,535,426 has been negotiated . ° i\UNtINPTO i`. r0pRPORgrFO••• d . `a F,FFB....__ a�o.'<�i� 356 Circuit • , Inc . '-'‘ri .i._ ,• ..., The service area i $, has been expanded and a plan has \ .• \ N0011,100 01 Overruled Dr V I' Oswego Ave been made to or lerinfing ton Poy Pe ir li 4,47 Memphis Ave A too si, rg' Sege,le increase the service Indra Priernmer te h. Joliet Ave 9 ii napops Ave 1 , level from 4 to 7 c40 ,,ts- i N, 146, \ ''' i 1 Kingeelwe Dr Coral Hi s? W vehicles by April 1 , „„,,,,............... Atowinin Or WM. I 100100•1 X Nitronaid in q i 'Pli 1 'i"i:/7 nig Mll'Se11/0 0 I ' , S' Cestion 0'.g Sniveled Or 2024 and will •0 Huntington Ilk it goad*College, Nit 'I V a ; i •• ••. I i i v Jenny ' al rtrben Oril{Mere ' include an ADA • I 0 i--------------: ,. I accessible vehicle • ""7„,/,'•---,--.. --r-:— .• $ Noetle Dr %a_-1,21....re* •- — • o e c. i 17 1901• ; (c ) O' ur, ,........:.. ..... \ ... uuNT\I ci , 4.41totiotdrifiteir 357 Funding • OCTA funds $806,240 • AQMD/MSRC funds $279, 186 • State funds $350,000 • In-lieu Parking Fee funds $ 100,000 The entirety of these funds may not be necessary as the City will be credited with 50% of the net advertising j,,,..�--___y revenue as well as 80% of fare revenue on a monthly ,4,-;; NG.".4( basis. _ _ • a :;rT = Q1 Co0 j t; i10 358 From: To: suoolementalcommCa surfci'-hb.ora Subject: Downtown Shuttle Service Date: Saturday,December 16,2023 9:11:32 PM Councilmembers: I have read the materials related to this agenda item and am not clear on how much money the City will spend without reimbursement from other sources for this service. Please clarify. Thank you. Pat Quintana SUPPLEMENTAL CO M UN6CATION 12/19/2023 Metirtq Date: 20 (23-1059) Agenda Item No.;,,_