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HomeMy WebLinkAboutAGMT - Circuit Transit, Inc (On-Demand Transit Services Pilot Program) PROFESSIONAL SERVICES AGREEMENT for On-Demand Transit Services Pilot Program between --��F SEA( B'1��� V \��°APopgjFOF1 or ICD* iQi U `I •- City of Seal Beach 211 - 8th Street Seal Beach, CA 90740 Circuit Transit, Inc. 501 East Las Olas, Suite 300 Fort Lauderdale, FL 33301 (646) 504-3733 This Professional Service Agreement ("the Agreement") is made as of February 26, 2024 (the "Effective Date"), by and between Circuit Transit, Inc. ("Contractor"), a Florida corporation, and the City of Seal Beach ("City"), a California charter city, (collectively. "the Parties"). RECITALS A. City desires certain on-demand transit services for a microtransit pilot program. B. Assembly Bill ("AB") 2766 (California Health & Safety Code Sections 44225 et seq.), created the Mobile Source Air Pollution Reduction Review Committee ("MSRC") of the South Coast Air Quality Management District ("SCAQMD") to fund projects related to reducing air pollution from motor vehicles and to implement the California Clean Air Act. C. Pursuant to the Microtransit Service Program AB 2766, MSRC issued a Microtransit Service Request for Proposals (P2023-07) for implementation of Zero Emission Shared Mobility in the SCAQMD, for mobility solutions that can enhance transit in areas where deploying traditional fixed-route services would provide challenging; and City submitted a grant proposal dated March 24, 2023, including microtransit services to be provided by Circuit Transit, Inc., and thereafter the City was awarded AB 2766 Discretionary Funds to partially fund a microtransit services pilot program (the "Program"), and entered into an agreement with SCAQMD for the Microtransit Service Program Grant. D. Pursuant to the authority provided by the Seal Beach City Charter and Seal Beach Municipal Code § 3.20.025(C), and the provisions of the Grant, City desires to retain Contractor to provide microtransit services for the Program and as further defined and described with specificity in Section 1.0 of this Agreement. E. Contractor represents that the principal members of its firm are licensed and registered professional microtransit services and are fully qualified to perform the professional transit services contemplated by this Agreement by virtue of its experience, and the training, education and expertise of its principals and employees. F. City desires to retain Contractor as an independent contractor and Contractor desires to serve City to perform those professional transit services in accordance with the terms and conditions of this Agreement. NOW THEREFORE, in consideration of the Parties' performance of the promises, covenants, and conditions stated herein, the Parties hereto agree as follows. AGREEMENT 1.0 Scope of Services 1.1. Contractor's Services. In compliance with all terms, conditions and provisions of this Agreement, Contractor shall provide those on-demand all electric, shared shuttle microtransit services for 12 continuous months within the 2 of 27 designated service area set forth in this Agreement and in accordance with the Scope of Work attached hereto as Exhibit A and the Grant (Exhibit B), all to City's reasonable satisfaction (collectively "Services"). 1.2. Agreement Documents; Order of Precedence. 1.2.1. The Agreement Documents include this Agreement, and the following: (i) the Scope of Work (Exhibit A, including Attachments "A-1", "A-2" and "A-3"); (ii) the Grant (Exhibit B); and (iii) Terms for Compliance with California Labor Law Requirements (Exhibit C), all of which are incorporated herein by this reference. 1.2.2. In the event of any inconsistency or conflict between this Agreement and any Exhibit or incorporated documents, the order of precedence shall be as follows: (i) this Agreement; and then (ii) Exhibit B (the Grant); and then Exhibit C (Terms for Compliance with California Labor Law Requirements); and then (iii) Exhibit A (the Scope of Work) shall control. In the event there is any conflict between the Agreement, on the one hand, and Exhibits A, B, and C, on the other hand, the Agreement shall control. 1.3. Standard of Care. As a material inducement to City to enter into this Agreement, Contractor hereby represents that it has the experience necessary to undertake the Services to be provided. In light of such status and experience, Contractor hereby covenants that it shall follow the customary professional standards in performing all Services. City relies upon the skill of Contractor, and Contractor's staff, if any, to do and perform the Services in a skillful, competent, and professional manner, and Contractor and Contractor's staff, shall perform the Services in such manner. Contractor shall, at all times, meet or exceed any and all applicable professional standards of care generally exercised by like professionals under similar circumstances and in a manner reasonably satisfactory to City. The acceptance of Contractor's work by the shall not operate as a release of Contractor from such standard of care and workmanship. 1.4. Familiarity with Services. By executing this Agreement, Contractor represents that, to the extent required by the standard of practice, Contractor (i) has investigated and considered the scope and level of services to be performed, (ii) has carefully considered how the Services should be performed, and (iii) understands the facilities, difficulties and restrictions attending performance of the Services under this Agreement. Contractor represents that Contractor has investigated any areas of work, as applicable, and is reasonably acquainted with the conditions therein. Should Contractor discover any latent or unknown conditions, which will materially affect the performance of services, Contractor shall immediately inform City of such fact and shall not proceed except at Contractor's risk until written instructions are received from City's Representative. 3 of 27 1.5. Compliance with Laws. In performing this Agreement, Contractor shall comply with all applicable provisions of federal, state, and local law. Contractor shall cause any and all vehicles used in providing the Services to be regularly inspected, to the extent required by law. 1.6. Additional Services. Contractor will not be compensated for any work performed not specified in the Scope of Services unless City authorizes such work in advance and in writing. The City Manager may authorize extra work to fund unforeseen conditions up to the amount approved at the time of award by the City Council. Payment for additional work in excess of this amount requires prior City Council authorization. 2.0 Term 2.1. The term ("Term") of this Agreement shall commence on February 26, 2024, and shall remain in full force and effect until December 31, 2025, unless sooner terminated as provided in Section 5.0 of this Agreement. 3.0 Contractor's Compensation 3.1. In consideration of Contractor's performance of the Services described in Section 1.0, City will pay Contractor in accordance with the rates shown on the pricing matrix set forth in Attachment "A-2" of Exhibit A for the Services but in no event will City pay more than the not-to-exceed fixed monthly amount of $27,549 (Two Seven Thousand Five Hundred Forty Nine dollars and 00/100) per month, and the total not-to-exceed amount of $330,588 (Three Hundred Thirty Thousand Five Hundred Eighty Eight dollars and 00/100) for the Term. 3.2. Payment for any additional work authorized by City pursuant to Subsection 1.6 will be compensated in accordance with the hourly fee schedule set forth in Attachment "A-2" of Exhibit A, and shall not exceed the cumulative amount established by the City Council for such additional services at the time of award for the Term. 4.0 Method of Payment 4.1. Invoices. Contractor shall submit to City monthly invoices for all Services rendered pursuant to this Agreement. Each invoice shall be submitted within 30 days of the end of the month during which the Services were rendered, using the pricing matrix shown in the Scope of Work (Attachment "A-2" of Exhibit A), and shall submit a report with each monthly invoice that describes in detail the Services rendered during the period, the days worked, number of hours worked, the hourly rates charged, the Services performed for each day in the period, and such other information, data and documentation required by Exhibit A. City will pay Contractor all undisputed amounts within 30 days of 4 of 27 receiving an invoice properly submitted with all documentation, information and data required by the Scope of Work (Exhibit A). City will not withhold any applicable federal or state payroll and other required taxes, or other authorized deductions from payments made to Contractor. City shall return to Contractor any Invoice determined not to be a proper payment request as soon as practicable, but not later than seven (7) days after receipt, and shall explain in writing the reason(s) why the Invoice is not proper. 4.2. Advertising Revenue. Contractor shall sell space on the exterior and 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. All Advertisement Sales Services and revenue reporting will be governed by Attachment "A-3", Advertising Guidelines, of the Scope of Work (Exhibit A), attached hereto. 5.0 Termination 5.1. Termination by City. 5.1.1. This Agreement may be terminated by City, without cause, upon giving Contractor written notice thereof not less than 30 days prior to the date of termination. 5.1.2. This Agreement may be terminated by City upon 10 days' notice to Contractor if Contractor fails to provide satisfactory evidence of renewal or replacement of comprehensive general liability insurance and automobile liability insurance as required by this Agreement at least 20 days before the expiration date of the previous policy. 5.1.3. This Agreement may be terminated by City upon thirty (30) days' written notice to Contractor that insufficient funding is available for City to fund Services under this Agreement for any reason, including but not limited to, nonappropriation of funds by City, termination of the Grant by SCAQMD, or any other reason that City determines in its discretion makes funding unavailable for the Services. 5.2. Termination by Contractor. This Agreement may be terminated by Contractor based on reasonable cause, by serving written notice of termination to City, provided that Contractor has first served City with a written notice of default and demand to cure, and City has failed to cure such default within 30 days of receipt of such notice. 5.3. Obligations Upon Termination. Unless otherwise specified in the notice of termination, Contractor shall cease all work under this Agreement immediately upon receipt of notice of termination from City under Subsection 5.1, or immediately upon City's acknowledgment of receipt of Contractor's notice of 5 of 27 termination to City under Subsection 5.2. Upon termination, City shall be immediately given title to and possession of all Work Product (as defined in Subsection 11.1 of this Agreement) and all other documents, writings, and/or deliverables produced or developed pursuant to this Agreement. Provided that Contractor is not then in breach, City shall pay Contractor for any portion of the Services satisfactorily completed prior to termination, based on the reasonable value of the Services rendered. If said termination occurs prior to completion of any specific task for which a payment request has not been received, the charge for Services performed shall be the reasonable value of such Services, based on an amount agreed to by City and Contractor. City shall not be liable for any costs other than the charges or portions thereof which are specified herein. In no event shall Contractor be entitled to payment for unperformed services or services within the Scope of Services performed prior to the effective date of this Agreement; and Contractor shall not be entitled to receive more than the amount that would be paid to Contractor for the full performance of the Services up to date of termination. Contractor shall have no other claim against City by reason of such termination, including any claim for compensation or damages. 6.0 Party Representatives 6.1. The City Manager is City's representative for purposes of this Agreement. 6.2. Daniel Kramer is the Contractor's primary representative for purposes of this Agreement. Daniel Kramer shall be responsible during the term of this Agreement for directing all activities of Contractor. Contractor may not change its representative without the prior written approval of City, which approval shall not be unreasonably withheld. 7.0 Notices 7.1. All notices permitted or required under this Agreement shall be deemed made when personally delivered or when mailed 48 hours after deposit in the United States Mail, first class postage prepaid and addressed to the party at the following addresses: To City: City of Seal Beach 211-8th Street Seal Beach, California 90740 Attn: City Manager To Contractor: Circuit Transit, Inc. 501 East Las Olas, Suite 300 Fort Lauderdale, FL 33301 Attn: James Mirras 6 of 27 7.2. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 8.0 Permits and Licenses Contractor and all of Contractor's employees and other personnel shall obtain and maintain during the Agreement term all necessary licenses, registrations, permits and certificates required by law for the provision of the Services under this Agreement, including a business license as required by the Seal Beach Municipal Code. 9.0 Independent Contractor 9.1. Contractor is an independent contractor and not an employee of City. All work or other Services provided pursuant to this Agreement shall be performed by Contractor or by Contractor's employees or other personnel under Contractors supervision. Contractor will determine the means, methods, and details by which Contractor's employees and other personnel will perform the Services. Contractor shall be solely responsible for the satisfactory work performance of all personnel engaged in performing the Services and compliance with the customary professional standards. 9.2. All of Contractor's employees and other personnel performing any of the Services under this Agreement on behalf of Contractor shall also not be employees of City and shall at all times be under Contractor's exclusive direction and control. Contractor and Contractor's personnel shall not supervise any of City's employees; and City's employees shall not supervise Contractor's personnel. Contractor's personnel shall not wear or display any City uniform, badge, identification number, or other information identifying such individual as an employee of City; and Contractor's personnel shall not use any City e-mail address or City telephone number in the performance of any of the Services under this Agreement. Contractor shall acquire and maintain at its sole cost and expense such vehicles, equipment and supplies as Contractor's personnel require to perform any of the Services required by this Agreement. 9.3. In addition to all other provisions of this Agreement, Contractor shall be responsible for and pay all wages, salaries, benefits and other amounts due to Contractor's personnel in connection with their performance of any Services under this Agreement and as required by law. Contractor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: Social Security taxes, other retirement or pension benefits, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. Notwithstanding any other agency, State, or federal policy, rule, regulation, statute or ordinance to the contrary, Contractor and any of its officers, employees, agents, servants, and subcontractors providing any of the Services under this Agreement shall not become entitled to, 7 of 27 and hereby waive any claims to, any wages, salaries, compensation, benefit or any incident of employment by City, including but not limited to, eligibility to enroll in, or reinstate to membership in, the California Public Employees Retirement System ("PERS") as an employee of City, and entitlement to any contribution to be paid by City for employer contributions or employee contributions for PERS benefits. 9.4. Contractor shall defend, indemnify and hold harmless City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor's personnel practices. or to the extent arising from, caused by or relating to the violation of any of the provisions of this Section 9.0. In addition to all other remedies available under law, City shall have the right to offset against the amount of any fees due to Contractor under this Agreement any amount due to City from Contractor as a result of Contractor's failure to promptly pay to City any reimbursement or indemnification arising under this Section. This duty of indemnification is in addition to Contractor's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor's covenants and obligations under this Section shall survive the expiration or termination of this Agreement. 10.0 PERS Compliance and Indemnification 10.1. General Requirements. The Parties acknowledge that City is a local agency member of PERS, and as such has certain pension reporting and contribution obligations to PERS on behalf of qualifying employees. Contractor agrees that, in providing its employees and any other personnel to City to perform any work or other Services under this Agreement, Contractor shall assure compliance with the Public Employees' Retirement Law ("PERL"), commencing at Government Code § 20000, as amended by the Public Employees' Pension Reform Act of 2013 ("PEPRA"), and the regulations of PERS, as amended from time to time. Without limitation to the foregoing, Contractor shall assure compliance with regard to personnel who have active or inactive membership in PERS and to those who are retired annuitants and in performing this Agreement shall not assign or utilize any of its personnel in a manner that will cause City to be in violation of the PERL, PEPRA or any other applicable retirement laws and regulations. 10.2. Indemnification. To the maximum extent permitted by law, Contractor shall defend, indemnify and hold harmless City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, from any and all liability, damages, claims, costs and expenses of any nature to the extent arising from, caused by, or relating to Contractor's violation of any 8 of 27 provisions of this Section 10.0. This duty of indemnification is in addition to Contractor's duty to defend, indemnify and hold harmless as set forth in any other provision of this Agreement. Contractor's covenants and obligations under this Section shall survive the expiration or termination of this Agreement. 11.0 Ownership of Work Product 11.1. Unless otherwise agreed upon in writing, all field notes and other notes, draft and final reports, drawings, specifications, data, surveys, studies, plans, maps, models, photographs, images, ideas, concepts, designs including but not limited to website designs, source code, object code, computer files, electronic data and/or electronic files, other media of any kind whatsoever, and any other documents and written material of any kind, created, developed, or prepared by Contractor in the performance of this Agreement (collectively "Work Product") shall be considered "works made for hire," for the benefit of City. For avoidance of doubt, "Work Product" does not include "City Data" as defined in this Agreement; and further, "Work Product" does not include any field notes and other notes, draft and final reports, drawings, specifications, data, surveys, studies, plans, maps, models, photographs, images, ideas, concepts, designs including but not limited to website designs, source code, object code, computer files, electronic data and/or electronic files, other media of any kind whatsoever, and any other documents and written material of any kind, that is/are created, developed, or prepared by City at any time, or any such information, documents or records of any kind whatsoever provided by City to Contractor during the performance of this Agreement. Upon completion of, or in the event of termination or expiration of this Agreement, all Work Product and any and all intellectual property rights arising from their creation, including, but not limited to, all copyrights and other proprietary rights, shall be jointly owned by City and Contractor without restriction or limitation upon their use, duplication or dissemination by City and Contractor upon final payment being made in accordance with Subsection 5.3, and may be used, reused or otherwise disposed of by City for any purpose without Contractor's consent; provided that any use, reuse or modification of the Work Product by City for any purpose other than the purpose for which the Work Product was prepared or provided under this Agreement shall be at City's own risk; and provided further that any use, reuse or modification of the Work Product by Contractor for any purpose other than the purpose for which the Work Product was prepared or provided under this Agreement shall be at Contractor's own risk. Contractor shall not obtain or attempt to obtain copyright protection as to any of the Work Product. 11.2. Contractor warrants and represents that it has secured all necessary licenses, consents or approvals to use any instrumentality, thing or component as to which any intellectual property right exists, including computer software, used in the rendering of the Services and the production of all Work Product produced under this Agreement, and that City joint full legal title to and the right to reproduce the Work Product for any purpose. Contractor shall defend, 9 of 27 indemnify and hold City, its elected and appointed officials, officers, employees, agents, servants, attorneys, volunteers, and those City agents serving as independent contractors in the role of City officials, harmless from any loss, claim or liability in any way related to a claim that City's use of any of the Work Product violates federal, state or local laws, or any contractual provisions, or any laws relating to trade names, licenses, franchises, copyrights, patents or other means of protecting intellectual property rights and/or interests in products or inventions. Contractor shall bear all costs arising from the use of patented, copyrighted, trade secret or trademarked documents, materials, equipment, devices or processes in connection with its provision of the Services and Work Product produced under this Agreement. In the event the use of any of the Work Product or other deliverables hereunder by City is held to constitute an infringement and the use of any of the same is enjoined, Contractor, at its expense, shall: (i) secure for City the right to continue using the Work Product and other deliverables by suspension of any injunction, or by procuring a license or licenses for City; or (ii) modify the Work Product and other deliverables so that they become non-infringing while remaining in compliance with the requirements of this Agreement. Contractor's covenants and obligations under this Section shall survive the expiration or termination of this Agreement. 11.3. Upon expiration or termination of the Agreement, Contractor shall deliver to City all jointly owned Work Product and other deliverables related to any Services performed pursuant to this Agreement without additional cost or expense to City. If Contractor prepares a document on a computer, Contractor shall provide City with said document both in a printed format and in an electronic format that is acceptable to City. 12.0 Confidentiality and Data Security 12.1. Contractor may have access to financial, accounting, statistical, customer names and other "personal information" as defined in Civil Code Section 1798.100, and personnel data of individuals and City employees, trade secrets, and/or other information that may be protected under other applicable laws relating to privacy, confidentiality and/or privilege ("City Data"). Contractor covenants that all City Data are confidential unless such information is in the public domain or already known to Contractor. Contractor shall not release, disclose, sell share, or otherwise disseminate any such City Data to persons or entities other than City or to Contractor's employees and/or agents primarily responsible for providing the Services, without prior written authorization by City. City shall grant such authorization if applicable law requires disclosure. As between Contractor and the City, all City Data including all related intellectual property rights, is owned by and is the property of City. Contractor may not utilize aggregated data derived from City Data unless it has been made "anonymous" using technology that irreversibly alters data in such a way that the data subject can no longer be identified directly or indirectly, either by the data controller alone or in collaboration with any other party, and such data is thereby rendered 10 of 27 "anonymized data", as generally described in ISO 25237:2017, Sections 3.2 and 3.3. Contractor, its officers, employees, agents, servants, and/or subcontractors shall not without written authorization from the City Manager or unless requested in writing by the City Attorney, voluntarily provide declarations, letters of support, testimony at depositions, response to interrogatories or other information concerning the Services performed under this Agreement or relating to any project or property located within City. Response to a subpoena or court order shall not be considered "voluntary," provided Contractor gives City timely notice of such court order or subpoena. 12.2. Contractor shall promptly notify City should Contractor, its officers, employees, agents, servants, and/or subcontractors be served with any summons, complaint, subpoena, notice of deposition, request for documents, interrogatories, request for admissions or other discovery request, court order or subpoena from any party regarding this Agreement and the work performed thereunder or with respect to any project or property located within City. City may, but has no obligation to, represent Contractor or be present at any deposition, hearing or similar proceeding. Contractor agrees to cooperate fully with City and to provide City with the opportunity to review any response to discovery requests provided by Contractor. However, City's right to review any such response does not imply or mean the right by City to control, direct or rewrite the response. 12.3. Without limiting Contractor's obligation of confidentiality as described herein, Contractor shall be responsible for establishing and maintaining a data privacy and information security program, including physical, technical, administrative, and organizational safeguards, that comply with or are substantially similar to the security controls identified in the current version of NIST SP800-53 or other data security standard acceptable to City, and that is designed to: (a) ensure the security and confidentiality of the City Data; (b) protect against any anticipated threats or hazards to the security or integrity of the City Data; (c) protect against unauthorized disclosure, access to, or use of the City Data; (d) ensure the proper disposal of City Data; and, (e) ensure that all employees, agents, and subcontractors of Contractor, if any, comply with all of the foregoing. In no case shall the safeguards of Contractor's data privacy and information security program used to protect City Data be less stringent than the safeguards used by Contractor for its own data. 12.3.1 If the Services include handling credit card information, then Contractor shall comply at all times with all applicable Payment Card Industry Data Security Standards (PCI-DSS). Contractor agrees and warrants that it is responsible for the security of "cardholder data" that Contractor possesses, stores, processes or transmits on behalf of City, and for any impact on the security of City's cardholder data environment adversely affected by any failure of Contractor to maintain compliance with provisions of the PCI-DSS applicable to the Services. 11 of 27 12.3.2. In the event of any act, error or omission, negligence, misconduct, or breach that permits any unauthorized access to, or that compromises or is suspected to compromise the security, confidentiality, or integrity of City Data or the physical, technical, administrative, or organizational safeguards put in place by Contractor that relate to the protection of the security, confidentiality, or integrity of City Data, Contractor shall, as applicable: (a) notify City as soon as practicable but no later than twenty-four (24) hours of becoming aware of such occurrence; (b) cooperate with City in investigating the occurrence, including making available all relevant records, logs, files, data reporting, and other materials required to comply with applicable law or as otherwise required by City; (c) in the case of personally identifiable information (PII), at City's sole election, (i) notify the affected individuals who comprise the PII as soon as practicable but no later than is required to comply with applicable law including, but not limited to, the provisions of California Civil Code Section 1798.80, et seq., and Section 1798.100, et seq., or, in the absence of any legally required notification period, within five (5) calendar days of the occurrence; or, (ii) reimburse City for any costs in notifying the affected individuals; (d) in the case of PII, provide third-party credit and identity monitoring services to each of the affected individuals who comprise the PII for the period required to comply with applicable law, or, in the absence of any legally required monitoring services, for no less than twelve (12) months following the date of notification to such individuals; (e) without limiting Contractor's obligations of indemnification as further described in this Agreement, indemnify, defend, and hold harmless the City with respect to any and all claims and liabilities, including payment of reasonable attorneys' fees, costs, and expenses incidental thereto, which may be suffered by, accrued against, charged to, or recoverable from the City in connection with the occurrence up to the limits of Contractor's Cyber Liability policy required herein; and (f) perform or take any other actions required to comply with applicable law as a result of the breach or disclosure. Contractor may not require any City transit customer or user, through any online or "click- through" end-user license agreement, use of any online platform or mobile application, or other terms and conditions, to bear liability for, or indemnify Contractor, for any "Claims" (as defined in Section 19.0), that are within the scope of Contractor's indemnification obligations set forth in this Agreement. 12.3.3. Any and all cloud storage of City Data shall be in compliance with ISO/IEC 27001 - 27018, as applicable, or successor standards thereto. The Services (including all data storage), shall be provided solely from within the continental United States and on computing and data storage devices residing therein. Verified cloud storage services provided by Amazon Web Services or Microsoft Azure, shall be deemed to comply with this section. 12.4. Contractor's covenants and obligations under this Section shall survive the termination or expiration of this Agreement. 12 of 27 13.0 Subcontractors No portion of this Agreement shall be subcontracted without the prior written approval of City. Contractor is fully responsible to City for the performance of any and all subcontractors, and Contractor shall monitor and review all work and other services performed by any subcontractor to ensure that all Services performed by such subcontractor comply with the requirements and provisions of this Agreement. 14.0 Prohibition Against Assignment, Transfer or Delegation Contractor shall not assign or transfer this Agreement or any of its rights, obligations or interest in this Agreement, or delegate any of its duties under this Agreement, either in whole or in part, without City's prior written consent, which may be withheld for any reason. Any purported assignment, transfer or delegation without City's consent shall be void and without effect, and shall entitle City to terminate this Agreement. 15.0 Inspection and Audit of Records Contractor shall maintain complete and accurate records with respect to all Services and other matters covered under this Agreement, including but expressly not limited to, all Services performed, salaries, wages, payroll, invoices, time cards, cost control sheets, costs, expenses, receipts and other records and Work Product with respect to this Agreement. Contractor shall maintain adequate records on the Services provided in sufficient detail to permit an evaluation of all Services in connection therewith. All such records shall be clearly identified and readily accessible. Upon 24 hours' notice by City and/or SCAQMD, during regular business hours Contractor shall provide City and/or SCAQMD with free access to such records, and the right to examine and audit the same and to make copies and transcripts as City and/or SCAQMD each deem necessary, and shall allow inspection of all program data, information, documents, proceedings and activities and all other matters related to the performance of the Services under this Agreement and the terms, conditions and provisions of the Grant. Contractor shall retain all financial and program service records and all other records related to the Services and performance of this Agreement for at least three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. City's rights under this Section 15.0 shall survive for three (3) years after expiration, termination or final payment under this Agreement, whichever occurs later. 16.0 Safety Requirements All work performed under this Agreement shall be performed in such a manner as to provide safety to the public and to meet or exceed the safety standards outlined by CAL OSHA and OSHA and other applicable state and federal laws. 13 of 27 City may issue restraint or cease and desist orders to Contractor when unsafe or harmful acts are observed or reported relative to the performance of the Services. Contractor shall maintain the work sites free of hazards to persons and property resulting from its operations. Contractor shall immediately report to City any hazardous condition noted by Contractor. 17.0 Advertising Program 17.1. Authorization. In consideration of the terms and conditions to be performed by Contractor pursuant to this Agreement, and subject to the provisions of Subsections 17.2 through 17.4, City hereby grants to Contractor for the Term, the exclusive right to develop and manage an advertising program for the vehicles. 17.1.1 Contractor shall provide all signs, advertisements and other advertising materials to be placed on the vehicles. 17.1.2. Contractor shall maintain in good condition and repair all advertisements on the vehicles, and shall replace any advertising material that has been stolen, damaged, or defaced within 72 hours. Contractor shall remove advertisements with expired sales agreements and shall also be responsible for removing all outdated advertising material within five days of the advertisement's expiration. Contractor may display exterior advertising on the sides and back of the vehicles. 17.1. Advertising Standards. Contractor shall only install or affix in the interior or exterior of the vehicles, those signs and advertisements that are consistent with the Attachment "A-3", Advertisement Guidelines, of the Scope of Work (Exhibit A) attached hereto. Notwithstanding any other provision of this Agreement, Contractor shall be solely responsible for: (i) evaluating proposed signs and advertisements for consistency with Attachment A-3; and (ii) approving or rejecting proposed signs and advertisements. City may, at any time and from time to time, unilaterally revise Attachment "A-3" by written notice to Contractor. In such event, the revised Attachment A-3 shall automatically be incorporated by reference into this Agreement without the parties having to execute an amendment to this Agreement. Contractor shall use each revised Attachment "A- 3" to evaluate and approve or reject proposed signs and advertisements that are submitted after the Authority's issuance of such revised Attachment "A-3". 17.2. Prohibition. Contractor shall not install or afix any sign or advertisement that violates the Advertising Guidelines set forth in Attachment "A- 3" or any other provision, term of condition of this Agreement. 17.3. City Prior Approval; Limitations on Advertising Contracts. All advertising brands shall be subject to prior approval of City, and shall comply with the Advertisement Guidelines (Attachment "A-3" of Exhibit A). Contractor 14 of 27 • shall not enter into any contract with advertisers which violates the Advertisement Guidelines, or which extends beyond the Term of this Agreement, as defined in Section 2.0, and such contracts shall provide that they are subject to the termination provisions of this Agreement. Any advertising contract between Contractor and a third party shall contain provisions requiring that the advertisements comply with the provisions of this Agreement and the Advertisement Guidelines (Attachment "A-3"). Contractor shall provide City with copies of contracts within five business days after execution. 18.0 Insurance 18.1. General Requirements. Contractor shall not commence work under this Agreement until it has provided evidence satisfactory to City that Contractor has secured all insurance required under this Section. 18.2. Minimum Scope and Limits of Insurance. Contractor shall, at its sole cost and expense, procure, maintain and keep in full force and effect for the duration of the Agreement, insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of this Agreement, as follows: 18.2.1. Commercial General Liability Insurance: Contractor shall maintain commercial general liability insurance with coverage at least as broad as Insurance Services Office form CG 00 01, in an amount not less than $2,000,000 per occurrence, $4,000,000 general aggregate, for bodily injury, personal injury, and property damage. The policy must include contractual liability that has not been amended. Any endorsement restricting standard ISO "insured contract" language will not be accepted. If Contractor is a limited liability company, the commercial general liability coverage shall be amended so that Contractor and its managers, affiliates, employees, agents, servants, and other persons necessary or incidental to its operation are insureds. 18.2.2. Sexual abuse/molestation insurance: Contractor shall procure and maintain sexual abuse/molestation liability coverage with limits of not less than $1,000,000 per occurrence and $2,000,000 general aggregate. Coverage may be provided as part of commercial general liability coverage, professional liability coverage, or as a separate policy. 18.2.3. Automobile Liability Insurance: Contractor shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of the Provider arising out of or in connection with services to be performed under this Agreement, including coverage for any owned, hired, non-owned, or rented vehicles, in an amount not less than $5,000,000 combined single limit for each accident. The limits of insurance required herein may be satisfied by a combination of primary and umbrella or excess insurance. The umbrella or 15 of 27 excess liability insurance policy shall provide coverage at least as broad as the primary coverages set forth above. 18.2.4. Workers' Compensation Insurance: Contractor shall maintain Worker's Compensation Insurance in the amount required by law (statutory limits); and Employer's Liability Insurance: with limits of at least $1,000,000 per accident and in the aggregate for bodily injury or disease. 18.2.5. Professional Liability (or Errors and Omissions) Liability Insurance: Contractor shall maintain professional liability (or errors and omissions liability) insurance that covers the Services to be performed in connection with this Agreement, with minimum limits of $1,000,000 per claim/aggregate. Any policy inception date, continuity date, or retroactive date must be before the effective date of this Agreement. If a "claims made" policy is provided, then the policy shall be endorsed to provide an extended reporting period of not less than three years. 18.2.6. Cyber Security & Privacy Liability Insurance: Contractor shall procure and maintain Cyber Security and Privacy Liability insurance with limits of $1,000,000 per occurrence and $2,000,000 general aggregate which shall include the following coverage: (a) Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information. (b) Network security liability arising from the unauthorized use of, access to, or tampering with computer systems, including hacker or denial of service attacks. (c) Liability arising from the failure of technology products (software) required under the contract for Service Provider to properly perform the services intended. (d) Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep-linking or framing, and infringement or violation of intellectual property rights. (e) Liability arising from the failure to render professional services. If coverage is maintained on a claims-made basis, Service Provider shall maintain such coverage for an additional period of three (3) years following termination of the contract. 16 of 27 (f) Required Endorsements — a 30-day notice of cancellation. 18.2.7. Cyber Technology Errors and Omissions: Contractor shall procure and maintain Cyber Technology Errors and Omissions insurance with limits of $1,000,000 per occurrence/loss, $2,000,000 aggregate which shall include the following coverage: (a) Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information, including credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information. (b) Network security liability arising from the unauthorized use of, access to, or tampering with computer systems. (c) Liability arising from the failure of technology products (software) required under the contract for Service Provider to properly perform the services intended. (d) Claims alleging the failure of computer security that result in the transmission of malicious code, deletion, destruction or alteration of data, or the denial of service (e) Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name infringement or improper deep-linking or framing, and infringement or violation of intellectual property rights. (f) Liability arising from the rendering, or failure to render, professional services. If coverage is maintained on a claims-made basis, Service Provider shall maintain such coverage for an additional period of three (3) years following termination of the contract. (g) Required Endorsements — a 30-day notice of cancellation. 18.3. Acceptability of Insurers. The Insurance policies required under this Section shall be placed with insurers with a current A.M. Best's rating no less than A:VIII, licensed to do business in California, and satisfactory to City. 17 of 27 18.4. Additional Insureds. The general liability, automobile liability, and umbrella/excess liability insurance policies shall contain, or be endorsed to contain, the following provisions. 18.4.1. For general liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials shall be covered as additional insureds with respect to the services or operations performed by or on behalf of the Consultant, including materials, parts or equipment furnished in connection with such work. 18.4.2. For automobile liability insurance, City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials, shall be covered as additional insureds with respect to the ownership, operation, maintenance, use, loading or unloading of any auto owned, leased, hired or borrowed by the Consultant or for which the Consultant is responsible. 18.4.3. These additional insured provisions shall also apply to any excess/umbrella liability policies. 18.4.4. All policies shall include a duty to defend. Defense costs are payable in addition to the limits of each policy. 18.5. Cancellations or Modifications to Coverage. The insurance policies shall contain the following provisions, or Contractor shall provide endorsements on forms supplied or approved by City to state: (i) coverage shall not be suspended, voided, reduced or canceled except after 30 days (or ten days for nonpayment) prior written notice by certified mail, return receipt requested, has been given to City; (ii) any failure to comply with reporting or other provisions of the policies, including breaches of warranties, shall not affect coverage provided to City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials; 18.6. Primary and Non-Contributing. Coverage shall be primary insurance as respects City, its elected and appointed officials, officers, employees, agents, servants, volunteers, and those City agents serving as independent contractors in the role of City officials, or if excess, shall stand in an unbroken chain of coverage excess of the Contractor's scheduled underlying coverage and that any insurance or self-insurance maintained by City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials, shall be excess of the Contractor's insurance and shall not be called upon to contribute with it; 18 of 27 18.7. Separation of Insureds. Each insurance policy shall contain standard separation of insureds provisions and shall not contain any special limitations on the scope of protection afforded to City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials. 18.8. Deductibles and Self-Insured Retentions. Any deductibles or self- insured retentions shall be declared to and approved by City. Contractor guarantees that, at the option of City, either: (i) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials; or (ii) Contractor shall procure a bond guaranteeing payment of losses and related investigation costs, claims and administrative and defense expenses. 18.9. Waiver of Subrogation. Each insurance policy required by this Agreement shall expressly waive the insurer's right of subrogation against City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials. Contractor hereby waives its own right of recovery and all rights of subrogation against City; and shall require similar express written waivers from any subcontractor. 18.10. Enforcement of Agreement Provisions (Non-Estoppel). Contractor acknowledges and agrees that any actual or alleged failure on City's part to inform Contractor of non-compliance with any insurance requirement does not impose additional obligations on City, nor does it waive any rights hereunder. 18.11. City Remedy for Noncompliance. If Contractor does not maintain the policies of insurance required under this Section in full force and effect during the term of this Agreement, or in the event any of Contractor's policies do not comply with the requirements under this Section, City may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, City may, but has no duty to, take out the necessary insurance and pay, at Contractor's expense, the premium thereon. Contractor shall promptly reimburse City for any premium paid by City or City may withhold amounts sufficient to pay the premiums from payments due to Contractor. 18.12. Evidence of Insurance. Prior to the performance of Services under this Agreement, Contractor shall furnish City with original certificates of insurance and all original endorsements evidencing and effecting the coverages required under this Section on forms satisfactory to and approved by City. The certificates and endorsements for each insurance policy shall be signed by a person authorized by that insurer to bind coverage on its behalf, and shall be on forms provided by City if requested. Contractor may provide complete, certified copies of all required insurance policies to City. Contractor shall maintain current 19 of 27 endorsements on file with City's Risk Manager. All certificates and endorsements shall be received and approved by City before work commences. City also reserves the right to require complete, certified copies of all required insurance policies, at any time. Contractor shall also provide proof to City that insurance policies expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Contractor shall furnish such proof at least two weeks prior to the expiration of the coverages. 18.13. Insurance Requirements Not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. 18.14. Broader Coverage/Higher Limits. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement. Contractor may also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Services. If Contractor maintains broader coverage and/or higher limits than the minimums required above, City requires and shall be entitled to the broader coverage and/or the higher limits maintained by Contractor. 18.15. Subcontractor Insurance Requ irements/Pass-Throuqh Clause. Contractor shall require each of its subcontractors that perform Services under this Agreement to maintain insurance coverage that meets all of the requirements of this Section. Contractor agrees to monitor and review all such coverages and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this Section. Contractor agrees to submit all agreements with subcontractors, and others engaged in the Services upon City's request. 18.16. Timely Notice of Claims. Contractor shall give City prompt and timely notice of demands or claims made or suits instituted that arise out of or result from Contractor's performance under this Agreement, and that involve or may involve coverage under any of the required insurance policies. [text continues on the following page] 20 of 27 19.0 Indemnification, Hold Harmless, and Duty to Defend 19.1. Indemnities. 19.1.1. To the fullest extent permitted by law, Contractor shall, at its sole cost and expense, protect, defend, hold harmless and indemnify City, its elected and appointed officials, officers, attorneys, employees, agents, servants, volunteers, successors, assigns and those City agents serving as independent contractors in the role of City officials (collectively "Indemnitees" in this Section 19.0), from and against any and all damages, costs, expenses, liabilities, claims, demands, causes of action, proceedings, judgments, penalties, bid protests, stop notices, liens or losses of any nature whatsoever, including but not limited to fees of accountants, attorneys and other professionals, and all costs associated therewith, and the payment of all consequential damages (collectively "Claims"), in law or equity, whether actual, alleged or threatened, to property or persons, including but not limited to, bodily injury, death, personal injury and property damage, in any manner arising out of, claimed to arise out of, pertaining to, or relating to the breach of this Agreement and/or any acts, errors, omissions, negligence or willful misconduct of Contractor, its officers, agents, servants, employees, contractors, subcontractors, materialmen, or suppliers, or their officers, agents, servants or employees (or any entity or individual for whom Contractor shall bear legal liability) in the performance of the Services and/or this Agreement, except to the extent the Claims arise from the sole negligence or willful misconduct of the Indemnitees as determined by final arbitration or court decision or by the agreement of the Parties. Contractor shall defend the Indemnitees in any action or actions filed in connection with any Claims with counsel of the Indemnitees' choice, and shall pay all costs and expenses, including all attorneys' fees and experts' costs actually incurred in connection with such defense. Contractor shall reimburse the Indemnitees for any and all legal expenses and costs incurred by the Indemnitees in connection therewith. 19.1.2. Contractor shall defend, indemnify and hold harmless City in accordance with Sections 9.0 and 10.0. 19.2. Subcontractor Indemnification. Contractor shall obtain executed indemnity agreements with provisions identical to those in this Section 19.0 from each and every subcontractor or any other person or entity involved by, for, with or on behalf of Contractor in the performance of this Agreement. If Contractor fails to obtain such indemnity agreements, Contractor shall be fully responsible and indemnify, hold harmless and defend the Indemnitees from and against any and all Claims in law or equity, whether actual, alleged or threatened, arising out of, are claimed to arise out of, pertaining to, or relating to, the breach of this Agreement, any acts, errors, omissions, negligence or willful misconduct of Contractor's subcontractor or other person or entity, and its officers, agents, servants, employees, materialmen, contractors, subcontractors, or their officers, agents, servants or employees (or any entity or individual for whom Contractor's 21 of 27 subcontractor and/or such other person or individual shall bear legal liability) in the performance of the Services or this Agreement, except to the extent the Claims arise from the sole negligence or willful misconduct of the Indemnitees as determined by final arbitration or court decision or by the agreement of the Parties. 19.3. Workers' Compensation Acts Not Limiting. Contractor's indemnification obligations under this Section, or any other provision of this Agreement, shall not be limited by the provisions of any workers' compensation act or similar act. Contractor expressly waives its statutory immunity under such statutes or laws as to City, its elected and appointed officials, officers, employees, agents, servants, volunteers and those City agents serving as independent contractors in the role of City officials. 19.4. Indemnification Not Limited By Insurance. Procurement of insurance by Contractor is not and shall not be construed as a limitation of Contractor's liability, or as a waiver of or limitation on full performance of Contractor's duties of defense and indemnification, under this Section 19.0 or under any other provision of this Agreement. Contractor's defense and indemnification obligations under this Agreement shall apply regardless of whether or not any insurance policies are determined to be applicable to the Claims or Liabilities asserted against City or any of the other Indemnitees as defined in this Section 19.0, and Contractor's defense and indemnification obligations under this Agreement shall not be restricted to insurance proceeds, if any, received by Contractor, City, or any of the other Indemnitees. 19.5. Survival of Terms. Contractor's covenants and obligations under this Section 19.0 shall survive the expiration or termination of this Agreement. 20.0 Non-Discrimination and Equal Employment Opportunity 20.1. Contractor affirmatively represents that it is an equal opportunity employer. In the performance of this Agreement, Contractor covenants that it shall not discriminate, harass or retaliate against any of its employees, applicants for employment, contractors, or subcontractors because or on account of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, military or veteran status, or any other basis prohibited by law. 20.2. Contractor further covenants that in the performance of this Agreement, Contractor shall not discriminate, harass or retaliate against any passenger, rider, guest or other person utilizing the services of Contractor under this Agreement, or against City, its elected or appointed officials, officers, employees, agents, servants, volunteers, those City agents serving as independent contractors in the role of City officials, Contractors, contractors, or 22 of 27 subcontractors because or on account of race, religion, color, national origin, handicap, ancestry, sex, gender, sexual orientation, gender identity, gender expression, marital status, national origin, ancestry, age, physical disability, mental disability, medical condition, genetic information, military or veteran status, or on any other basis prohibited by law. 21.0 Labor Certification By its signature hereunder, Contractor certifies that it is aware of the provisions of Section 3700 of the California Labor Code that require every employer to be insured against liability for Workers' Compensation or to undertake self-insurance in accordance with the provisions of that Code, and agrees to comply with such provisions before commencing the performance of the Services. 22.0 Prevailing Wage and Payroll Records To the extent that this Agreement calls for services that, in whole or in part, constitute "public works" as defined in the California Labor Code, Contractor shall comply in all respects with all applicable provisions of the California Labor Code, including those set forth in Exhibit C, attached hereto and incorporated by reference herein. 23.0 Entire Agreement This Agreement contains the entire agreement of the Parties with respect to the subject matter hereof, and supersedes all prior negotiations, understandings, or agreements. This Agreement may only be modified by a writing signed by both Parties. 24.0 Severability The invalidity in whole or in part of any provisions of this Agreement shall not void or affect the validity of the other provisions of this Agreement. 25.0 Government Code Claim Compliance In addition to any and all requirements of this Agreement pertaining to notices of and requests for compensation or payment for additional services, disputed work, claims and/or changed conditions, Contractor must comply with the claim procedures set forth in Government Code Section 900 et seq. prior to filing any lawsuit against City. Such Government Code claims and any subsequent lawsuit based upon the Government Code claims shall be limited to those matters that remain unresolved after all procedures pertaining to additional services, disputed work, claims, and/or changed conditions have been followed by Contractor. If no such Government Code claim is submitted, or if any prerequisite contractual 23 of 27 requirements are not otherwise satisfied as specified herein, Contractor shall be barred from bringing and maintaining a lawsuit against City. 26.0 Governing Law and Venue This Agreement shall be governed by and construed in accordance with the laws of the State of California, except that any rule of construction to the effect that ambiguities are to be resolved against the drafting party shall not be applied in interpreting this Agreement. Orange County, California, shall be the venue for any action or proceeding that may be brought by reason of, that arises out of, and/or relates to any dispute under this Agreement (whether contract, tort or both). 27.0 No Third Party Beneficiaries This Agreement is made solely for the benefit of the Parties to this Agreement and their respective successors and assigns, and no other person or entity shall be deemed to have any rights hereunder against either party by virtue of this Agreement. 28.0 Waiver No delay or omission to exercise any right, power or remedy accruing to City under this Agreement shall impair any right, power or remedy of City, nor shall it be construed as a waiver of, or consent to, any breach or default. No waiver of any breach, any failure of a condition, or any right or remedy under this Agreement shall be (i) effective unless it is in writing and signed by the Party making the waiver, (ii) deemed to be a waiver of, or consent to, any other breach, failure of a condition, or right or remedy, or (iii) deemed to constitute a continuing waiver unless the writing expressly so states. 29.0 Prohibited Interests; Conflict of Interest 29.1. Contractor covenants that it presently has no interest and shall not acquire any interest, direct or indirect, which may be affected by the Services, or which would conflict in any manner with the performance of the Services. Contractor further covenants that, in performance of this Agreement, no person having any such interest shall be employed by it. Furthermore, Contractor shall avoid the appearance of having any interest, which would conflict in any manner with the performance of the Services. Contractor shall not accept any employment or representation during the term of this Agreement which is or may likely make Contractor "financially interested" (as provided in California Government Code §§ 1090 and 87100) in any decision made by City on any matter in connection with which Contractor has been retained. 24 of 27 29.2. Contractor further warrants and maintains that it has not employed or retained any person or entity, other than a bona fide employee working exclusively for Contractor, to solicit or obtain this Agreement. Nor has Contractor paid or agreed to pay any person or entity, other than a bona fide employee working exclusively for Contractor, any fee, commission, gift, percentage, or any other consideration contingent upon the execution of this Agreement. Upon any breach or violation of this warranty, City shall have the right, at its sole and absolute discretion, to terminate this Agreement without further liability, or to deduct from any sums payable to Contractor hereunder the full amount or value of any such fee, commission, percentage or gift. 29.3. Contractor warrants and maintains that it has no knowledge that any officer or employee of City has any interest, whether contractual, non- contractual, financial, proprietary, or otherwise, in this transaction or in the business of Contractor, and that if any such interest comes to the knowledge of Contractor at any time during the term of this Agreement, Contractor shall immediately make a complete, written disclosure of such interest to City, even if such interest would not be deemed a prohibited "conflict of interest" under applicable laws as described in this Section. 30.0 Final Payment Acceptance Constitutes Release The acceptance by Contractor of the final payment made under this Agreement shall operate as and be a release of City from all claims and liabilities for compensation to Contractor for anything done, furnished or relating to Contractor's work or services. Acceptance of payment shall be any negotiation of City's check or the failure to make a written extra compensation claim within ten calendar days of the receipt of that check. However, approval or payment by City shall not constitute, nor be deemed, a release of the responsibility and liability of Contractor, its employees, subcontractors, agents, and servants for the accuracy and competency of the information provided and/or work performed; nor shall such approval or payment be deemed to be an assumption of such responsibility or liability by City for any defect or error in the work prepared by Contractor, its employees, subcontractors, agents and servants. 31.0 Corrections In addition to the indemnification obligations set forth above, Contractor shall correct, at its expense, all errors in the work which may be disclosed during City's review of Contractor's report or plans. Should Contractor fail to make such correction in a reasonably timely manner, such correction may be made by City, and the cost thereof shall be charged to Contractor. In addition to all other available remedies, City may deduct the cost of such correction from any retention amount held by City or may withhold payment otherwise owed Contractor under this Agreement up to the amount of the cost of correction. 25 of 27 32.0 Fiscal Limitations 32.1. Non-Appropriation of Funds. Payments to be made to Contractor by City for any Services performed within the current fiscal year are within the current fiscal budget and within an available, unexhausted fund. In the event that City does not appropriate sufficient funds for payment of Contractor's Services beyond the current fiscal year, this Agreement shall cover payment for Contractor's Services only to the conclusion of the last fiscal year in which City appropriates sufficient funds and shall automatically terminate at the conclusion of such fiscal year. 32.2. Grant Funding. City's continued provision of the Services pursuant to this Agreement is contingent upon the availability and receipt by City of funds pursuant to the Grant (Exhibit B) and continued authorization for the Services in accordance with the Grant, and is subject to termination or modification due to reduction in or lack of funds or authorization in accordance with Subsection 5.1. This Agreement is subject to written modification or termination as necessary by City in accordance with requirements of the Grant and any future amendments or modifications to the Grant. In addition, this Agreement may be amended or terminated as provided in Section 5.0 of this Agreement. 33.0 Mutual Cooperation 33.1. City's Cooperation. City shall provide Contractor with all pertinent data, documents and other requested information as is reasonably available for Contractor's proper performance of the Services required under this Agreement. 33.2. Contractor's Cooperation. Contractor agrees to work closely and cooperate fully with City's representative and any other agencies that may have jurisdiction or interest in the work to be performed. In the event any claim or action is brought against City relating to Contractor's performance of Services rendered under this Agreement, Contractor shall render any reasonable assistance that City requires. 34.0 Time of the Essence Time is of the essence in the performance of all Services under this Agreement and the timing requirements shall be strictly adhered to unless otherwise modified in writing. All Services shall be completed in every detail to the satisfaction of City. 35.0 Force Majeure Neither City nor Contractor shall be responsible for delays in performance under this Agreement due to causes beyond its control, including but not limited to acts of God, acts of public enemies, acts of the government, fires, floods or other 26 of 27 casualty, epidemics, earthquakes, labor stoppages or slowdowns, freight embargoes, unusually severe weather, and supplier delays due to such causes. Neither economic nor market conditions nor the financial condition of either party shall be considered a cause to excuse delay pursuant to this Section. Each party shall notify the other promptly in writing of each such excusable delay, its cause and its expected delay, and shall upon request update such notice. 36.0 Attorneys' Fees If either party commences an action against the other party, either legal, administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such litigation shall be entitled to have and recover from the losing party all of its attorneys' fees and other costs incurred in connection therewith. 37.0 Titles and Headings The titles and headings used in this Agreement are for convenience only and shall in no way define, limit or describe the scope or intent of this Agreement or any part of it. 38.0 Recitals City and Contractor acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 39.0 Corporate Authority The person executing this Agreement on behalf of Contractor warrants that he or she is duly authorized to execute this Agreement on behalf of said party and that by his or her execution, the Contractor is formally bound to the provisions of this Agreement. [signatures on following page] 27 of 27 IN WITNESS WHEREOF, the Parties hereto, through their respective authorized representatives have executed this Agreement as of the date and year first above written. CITY OF SEAL BEACH CONTRACTOR: Circuit Transit, Inc., a • Florida corporation By: 00aritlainBy: . Ingram, City Manage a Daniel Kramer 9 Director of Business Development, West Attest: 4-,I 4. By: By. _`���_�► • Gloria D. Harp_`, C (Please note, two signatures required for corporations pursuant to California Approved as to Form: Corporations Code Section 313 from each of the following categories: (i) the chairperson of the board, the president By: or any vice president, and (ii) the Nicholas Ghirelli, City Attorney secretary, any assistant secretary, the chief financial officer or any assistant treasurer of such corporation.) PROOF OF AUTHORITY TO BIND CONTRACTING PARTY REQUIRED 28 of 27 CIRCUIT Circuit Transit Inc. 501 E. Las Olas Blvd Suite 300 Fort Lauderdale, FL 33301 LETTER OF AGENT AUTHORIZATION This letter authorizes Daniel Kramer, Director of Business Development,West, located at 12130 Millenium Drive, Los Angeles,CA 90094, daniel!furidecircuit.com,(562)252-6680,to act as Agent for Circuit Transit Inc. (the Company"),with said specific authority delegated from the Company to the Agent. The authority of the Agent is limited to exact and specific delegations. (Check or add desired delegations) (1) Sign Contracts X (2) Negotiate changes X (3) Administer orders X (4) Receive Payments (5) Other 03/06/2024 James Mirras Title: PresidentlCOO Date EXHIBIT A SCOPE OF WORK EXHIBIT A Seal Beach Microtransit Service Pilot Program Scope of Work A. STATEMENT OF WORK: In accordance with the Professional Services Agreement for On-Demand Transit Services Pilot Program dated February 26, 2024 (the"Agreement"), Contractor will provide all work and other services for the operation of an all-electric, on-demand, shared microtransit service ("Transit Service") for the designated service areas described herein for 12 continuous months. The Service Area for the operation of the Transit Service is limited to the general boundaries of the Old Town Seal Beach, Bridgeport, and The Hills (see Service Area map, below). The Transit Service will serve City of Seal Beach residents and visitors by providing a convenient and efficient mobility option to circulate throughout the aforementioned areas. The on-demand- response system provides point-to-point transit from any one point within the stated boundaries to any other point within the stated boundaries and is available to the user upon demand. B. CONTRACTOR'S DUTIES AND RESPONSIBILITIES: 1. Contractor shall operate the on-demand Transit Service within the defined Service Area as described in the Service Map and during the hours of operation as set forth below, in accordance with the Agreement and in the grant approved by the South Coast Air Quality Management District Mobile Source Air Pollution Reduction Review Committee grant ("Grant"), attached as Exhibit B to the Agreement and incorporated herein by this reference. Contractor shall comply with all terms, conditions and provisions of the Grant. 2. Contractor shall provide a user mobile application (iOS and Android) for riders to request the Transit Service that is capable of collecting a fee for service of two dollars ($2.00) per rider, and provide monthly operating reports in a format approved by the City. Monthly operating reports for the previous month must be provided by the 10th day of the following month. Failure to do so without prior notice and agreement of all parties may be considered a breach by the Contractor, as determined by the City. 3. Contractor shall provide the City with breakdown of hours and trip data as supporting documentation for payment each month. This documentation shall include revenue vehicle hours, total boardings, total monthly advertising revenue received and contracted for, and total monthly fare revenue received and contracted for. This documentation must satisfy both the City and Grant requirements. Failure to do so without prior notice and agreement of all parties may be considered a breach by the 1 Contractor. The City shall have the right to inspect all source documentation that relates to or supports the information and data provided. 4. On a monthly basis, Contractor shall provide a report to the City, which shall include the following minimum information: a) Number of Riders on monthly basis and heat maps for pickup and drop-off; b) Number of Rides on a monthly basis; c) Average wait time from request through the mobile app until arrival by each vehicle on a monthly basis; d) Average wait time from request through the mobile app until arrival by the wheelchair accessible (ADA-compliant)vehicle on a daily and monthly basis; e) Average trip duration on a daily and monthly basis; f) Number of Riders requesting a wheelchair accessible (ADA-compliant) vehicle on a daily and monthly basis; g) Number of canceled trips (by Rider and by Contractor); h) Total completed trips (by Rider and by Contactor); and i) Rider demographics; and j) Total number of delays or breakdowns. k) Total number of accidents on a monthly basis. The City shall have the right to inspect all source documentation that relates to or supports the information provided. 5. Contractor shall provide a minimum of three (3) GEM E6 - 2018 and newer vehicles during all daily service hours; and make available for use one (1)wheelchair accessible (ADA-compliant) GEM E6 vehicle on standby each day with a response time equivalent to the non-ADA vehicles. Each vehicle shall have capacity for five seated passengers and the driver. 6. Contractor 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, and special events. 7. Contractor shall be responsible for the operations of the Transit Service in accordance with: a) Applicable federal, state, and local laws and regulations. b) Necessary driver qualifications such as license verification and driver safety training. c) Equipment operating instructions issued by the original equipment manufacturer ("OEM"). 2 d) The Passenger Service Policies below. The Passenger Service Policies may be amended from time to time. 8. 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, and Contractor shall remain primarily liable for such performance. Passenger Service Policies Contractor shall set uniform dress standards for all service employees. Employee uniforms should consist of Circuit company-branded shirts and outerwear, 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 Transit Service. At a minimum, training shall include ADA wheelchair, lift and secure training, sensitivity training (including but not limited to, sensitivity to the elderly and physically challenged), behavior management of forgetful, disoriented and/or other difficult patrons, and defensive driver training and general safety procedures. Vehicle Breakdown Contractor, at Contractor's sole expense, 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. 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 from within the United States. 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. 3 c) Two (2) or more chargeable accidents. d) Two (2) or more moving violations Driver and Criminal History Background Investigations Contractor shall provide fingerprint and background checks on all drivers through the California Department of Justice. Contractor submit proof of driver background checks and submit copies of all training materials and documentation signed by the driver upon completion of the training to the City within thirty (30)days of the execution of this Agreement. Upon hiring of a new driver, such documentation shall be submitted to the City within thirty(30) days of hiring. Thereafter, Contractor shall participate in the State DMV "pull notice" program and shall not utilize any employee to provide services to the City when information received from DMV indicates use of that employee that would result in a violation of the requirements for Vehicle Operators, above. Code of Conduct All of Contractor's officers, employees and subcontractors shall avoid unprofessional conduct including acting with incivility or otherwise engaging in the kinds of conduct described below (and hereinafter referred to as "conduct unbecoming"). Contractor shall establish and enforce personnel policies prohibiting such conduct and providing for imposition of appropriate disciplinary action in the event of violation of the Code of Conduct, up to and including termination from employment. Examples of conduct unbecoming include, but are not limited to, the following: • Any incident of use of language or conduct that is obscene, risque or demeaning, discriminatory or harassing on any basis prohibited by law, including but not limited to, on the basis of sex, gender, gender identity, religion, ethnicity, national origin, or disability, regardless of whether such language or conduct is directed at a customer. another employee, a City officer, official, employee or volunteer, or any other member of the public. • Any incident of abusive, bullying, threatening, belligerent or malicious behavior toward a Rider, customer, another Contractor employee, a City officer, official, employee or volunteer, or any other member of the public. • Littering on public or private 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 public or private property. • Violation of uniform dress standards. • Reckless or unsafe driving. • Damaging equipment and other personal property of a Rider or other member of the public. 4 • Intoxication or under the influence of alcoholic beverage and/or any controlled substance while on the job. Employees and Sub-Contractors All personnel provided by Contractor, and subcontractors, involved in any aspect of the Transit Services shall be employees of the Contractor, or its subcontractors, and not of the City. All such employees and subcontractors shall be subject to the direction, supervision and control of the Contractor. Operations Oversight In addition to the rights and obligations stated elsewhere, the City shall have oversight of the Services provided including: • Monitoring: Monitoring the records, vehicles, facilities, personnel, timetable adherence and equipment developed or used by Contractor in the performance of its obligations under this Agreement. • Inspection and Requiring Removal: Inspecting equipment and vehicles, and requiring Contractor to remove from service equipment and/or vehicles in an unacceptable condition. Removal and replacement of any equipment and/or vehicles shall be at the Contractor's sole expense. • Employee Removal: At the City's sole discretion, the City may require Contractor to remove any Contractor employee or independent contractor for conduct unbecoming as stated herein. Removal of any Contractor employee or independent contractor shall not create a service impact. • Temporary Service Adjustment: At the City's sole discretion, the City may direct Contractor to temporarily cease operations within fifteen (15) days' notice or alter service area and/or service hours under this Agreement. Nothing herein shall modify or supersede duty to supervise, monitor and direct all actions of its officials, employees and independent contractors consistent with its obligations under this Agreement, Transit Service Vehicles 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 5 The City, at its sole discretion, 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; subject to the requirement that Contractor shall maintain during all service hours the minimum three vehicles and one standby ADA-compliant vehicle as provided in Section 5. A suitable temporary 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 that are dispatched for Transit 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 Transit 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 in accordance with the Agreement. Storage Contractor will be responsible for providing adequate off-street storage and recharging sites for the vehicles used to provide the Services under in this Agreement, and bearing any costs related thereto. Cleaning Standards 6 All vehicles shall have a minimum daily interior cleaning when used for Transit Service, including removal of all trash, debris, foreign objects, and any and all bio-waste. Personal belongings left in a vehicle shall be promptly documented in writing and delivered to Contractor's "lost and found", notice of which shall be posted within each vehicle, on the mobile app, or through a notification channel acceptable to the City. All such found property shall be made promptly available for retrieval by the owner, if ascertainable. At least once weekly, vehicles used to provide Transit Service 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 Reporting and Recordkeeping Requirements Contractor shall maintain complete and accurate records of all Transit Service activities carried out under this Agreement. Contractor shall maintain records of all Transit Service vehicle maintenance. Contractor must supply the following reports to the City, in each monthly report, or as otherwise requested by the City. The format of these reports shall be developed by Contractor and subject to the review and written approval of the City. The City shall have the right to inspect and make copies of all source data, information and documents related to the information listed below in connection with the services provided under this Agreement. Immediately: • Vehicle accidents, loss of life, injuries, stoppage or major disruption of service. • Any order imposed by a competent regulatory authority which suspends and/or prevents the continuation of service. Daily: • Contractor technology will record number of passengers transported on each trip and daily total, and such information shall be provided to the City. • Contractor shall provide all daily trip reports for each Transit Service route for the previous month. • Contractor shall provide a service summary for each Transit Service. This summary report, at a minimum, shall include: • Total Passengers transported each day. • Total monthly passengers. • Total revenue miles by each day • Total monthly revenue miles • Total Rider Payments • Total Advertising Payments • Ridership by hour, by day, for all days of operations in an excel spreadsheet format. • City cost per ride. • City cost by month. CITY'S DUTIES AND RESPONSIBILITIES: Contractor may elect to coordinate with the City for storage of Transit vehicles as a cost savings to the program. The City will not be responsible for security or be liable for any damage. Contractor may elect to coordinate with City for Transit vehicle charging as a cost savings to the program. The City will not be responsible for security, power availability and/or reliability, and will not be liable for any damage. Should the above-mentioned optional measures be elected, cost savings shall be reflected on each month's invoice. SERVICE AREAS: 1. Old Town 2. Bridgeport 3. The Hills San Pedro Fish e� Market-Long Beach b �O<o�r i-' J - Schooner Or Later d• t a Naval Weapons ALAMITOS BAY sus Station Seal Beach ' - MARINA CENTS, 9 Los Cerritos Wetlands 9 O um "b. e Park Crestrlew Ave - `a. n the Bay9 caahnaAve a yvista Ave 0 aHast Pawl .:, 2i to 6 Q < 0' y Bea.:h ' BRIDGEPORT p,ittwood Ave m s R a S ,e 9 - e� ... ea Sushi Ryokan S � 9 R o e The Pacific Inn; 9 q A ' 9 J H dugn rs ,m.,os ParF. BoisaAve q d El:"-ntary School .. Pavilions i. ryc� '. The Crema Cafe r eF Sea_Breeze Vil) ge o y O Skateboard Park f1 T•-Beach House °'%oiq` o Beach ° y Mahe9 Seal Beach c orrn s Biq Fsh 3` ` �o°n. wait 8 Tackle r° Q �Q, ry Seal Beach • 'i o Volleyball Courts �, Anahei aiding Dreamotion Studios Histori'.1 Landmark i`'r '3e. S Be,rrh P:,r `,' Sir \\ sl ad Playground ° • Basketball Court9 ; 'a y 9 9y ;, '� ATTACHMENT "A-1" Operating Schedule Operating Hours are generally as follows: Day Open Close Hours Mon Closed Closed Closed Tues Closed Closed Closed Weds Closed Closed Closed IThurs 4pm 10pm 6 1-Fri 4pm 10pm 6 [Sat 12pm 10pm 10 'Sun 12pm '6pm 6 TOTAL OPERATIONAL HOURS 28 Contractor will operate Transit Service for an average of twenty-eight (28) hours per week during the contract term. Modification of hours and service days shall be allowable, subject to the pricing shown on Attachment "A-2." Regular Operations Vehicles 3 _ADA Vehicles _ 1 Standby ADA GEM Months 12 Service/Days 4 Days Per Week 7 Vehicle Hours Per Week 84 9 ATTACHMENT "A-2" Pricing GEM Description Cost Fixed monthly cost per Attachment A-1 $18,205/month O eratin Schedule) Additional hours* - minimum six (6) $24.59 per vehicle, per hour operated operating hours per operating d *Additional hours means average hours in excess of the 84 average weekly vehicle hours set forth in Attachment "A-1". PASSENGER FARES: • Cost per ride: $2 per person except as adjusted by the City . • All fares will be collected through the Transit Service app. Unless prior arrangements have been made with the City, no other forms of in-person payment will be accepted. No fees shall be charged for service animals. • The City reserves the right to set and adjust the fares, as desired and necessary. 10 ATTACHMENT "A-3" Advertisement Guidelines A. Purpose The City's advertising program generates revenue for microtransit service expenses by displaying paid advertisements on the vehicles used for microtransit services pursuant to the Agreement. In its capacity of a proprietor, the City has made a managerial decision that advertisement content must be strictly regulated to promote substantial government interests including: (i) attraction of long-term, high caliber third-party advertisers; and (ii) creation of a welcoming environment that presents transit services patrons and other members of the public with family-friendly material that does not subject them to debates regarding political and religious issues. The advertising program is not a forum for unlimited public expression. These guidelines are intended to preserve the nonpublic forum status of the transit services advertising program by specifying the eligible content that may be displayed in paid advertisements on vehicles used for transit services. Contractor shall apply these guidelines in a consistent and viewpoint neutral manner. In accordance with this Agreement, the vehicles shall also display decals and/or signs advertising or marketing City programs, activities, or the Transit Services provided pursuant to the Pilot Program, which shall be determined by City in its discretion. B. Advertisement Sales Services 1. 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. 2. 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. 3. Subject to the provisions of Section C, Eligible Content, below, Contractor shall determine the methods, details, and means for performing the Advertising Sales Services. Contractor shall submit each advertisement on a substantially detailed plan to the City for approval. The City reserves the right to accept or reject any and all advertisements. 4. 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. C. Eligible Content 1. Noncommercial Speech Exclusion. Eligibility for the transit services advertising program is limited to speech that proposes a commercial transaction. Advertisements that consist of a political or religious message, or that combine a political or religious message with a commercial offer, are ineligible and shall be rejected. 2. Additional Exclusions. The following advertisements are ineligible for the airport advertising program and shall be rejected: a) Advertisements that depict graphic violence or gore. b) Advertisements containing images or language that is obscene, profane, scatological, or vulgar. c) Advertisements containing sexually oriented materials, images of nudity, or sexually prurient material. d) Advertisements for any of the following entertainment media: films rated "X" or"NC17"; nude or partial nudity dance clubs or performances; pornography; television programs rated "MA"; or video games rated "A". e) Advertisements for any of the following items: contraceptives; tobacco products; electronic cigarettes; marijuana or cannabis products or services; sexual function medications or treatments; tobacco; or firearms or other weapons. 12 f) Advertisements for any of the following businesses: bail bond services; check cashing services; pawn shops; massage parlors; tattoo parlors; tobacco or cannabis shops; or weapon shops; or any shop or store selling or marketing any other items listed in Subsection (e). g) Advertisements for an activity, product,or service that is prohibited by federal, state, or local law. 13 EXHIBIT B GRANT AGREEMENT BETWEEN CITY OF SEAL BEACH AND SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT Grant Agreement No. MS24004 EXHIBIT C TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Contractor acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Contractor shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Contractor shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Contractor shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Contractor and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Contractor or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Contractor shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Contractor's Services are subject to compliance monitoring and enforcement by DIR. Contractor shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement. 6. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Contractor shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. 7. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Contractor shall not perform work with any subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Contractor and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Contractor or any subcontractor becomes debarred or suspended during the duration of the project, Contractor shall immediately notify City. 10. Contractor acknowledges that eight hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Contractor in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor's expense with counsel reasonably acceptable to City) City, its elected and appointed officials, officers, employees, agents, servants, and those City agents serving as independent contractors in the role of City officials, and volunteers and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Contractor, its subcontractors, and each of their officials, officers, employees, agents and servants) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Contractor under this Section shall survive the termination of the Agreement. EXHIBIT A SCOPE OF WORK EXHIBIT A Seal Beach Microtransit Service Pilot Program Scope of Work A. STATEMENT OF WORK: In accordance with the Professional Services Agreement for On-Demand Transit Services Pilot Program dated February 26, 2024 (the"Agreement"), Contractor will provide all work and other services for the operation of an all-electric, on-demand, shared microtransit service ("Transit Service") for the designated service areas described herein for 12 continuous months. The Service Area for the operation of the Transit Service is limited to the general boundaries of the Old Town Seal Beach, Bridgeport, and The Hills (see Service Area map, below). The Transit Service will serve City of Seal Beach residents and visitors by providing a convenient and efficient mobility option to circulate throughout the aforementioned areas. The on-demand- response system provides point-to-point transit from any one point within the stated boundaries to any other point within the stated boundaries and is available to the user upon demand. B. CONTRACTOR'S DUTIES AND RESPONSIBILITIES: 1. Contractor shall operate the on-demand Transit Service within the defined Service Area as described in the Service Map and during the hours of operation as set forth below, in accordance with the Agreement and in the grant approved by the South Coast Air Quality Management District Mobile Source Air Pollution Reduction Review Committee grant ("Grant"), attached as Exhibit B to the Agreement and incorporated herein by this reference. Contractor shall comply with all terms, conditions and provisions of the Grant. 2. Contractor shall provide a user mobile application (iOS and Android) for riders to request the Transit Service that is capable of collecting a fee for service of two dollars ($2.00) per rider, and provide monthly operating reports in a format approved by the City. Monthly operating reports for the previous month must be provided by the 10th day of the following month. Failure to do so without prior notice and agreement of all parties may be considered a breach by the Contractor, as determined by the City. 3. Contractor shall provide the City with breakdown of hours and trip data as supporting documentation for payment each month. This documentation shall include revenue vehicle hours, total boardings, total monthly advertising revenue received and contracted for, and total monthly fare revenue received and contracted for. This documentation must satisfy both the City and Grant requirements. Failure to do so without prior notice and agreement of all parties may be considered a breach by the 1 Contractor. The City shall have the right to inspect all source documentation that relates to or supports the information and data provided. 4. On a monthly basis, Contractor shall provide a report to the City, which shall include the following minimum information: a) Number of Riders on monthly basis and heat maps for pickup and drop-off; b) Number of Rides on a monthly basis; c) Average wait time from request through the mobile app until arrival by each vehicle on a monthly basis; d) Average wait time from request through the mobile app until arrival by the wheelchair accessible (ADA-compliant) vehicle on a daily and monthly basis; e) Average trip duration on a daily and monthly basis; f) Number of Riders requesting a wheelchair accessible (ADA-compliant) vehicle on a daily and monthly basis; g) Number of canceled trips (by Rider and by Contractor); h) Total completed trips (by Rider and by Contactor); and i) Rider demographics; and j) Total number of delays or breakdowns. k) Total number of accidents on a monthly basis. The City shall have the right to inspect all source documentation that relates to or supports the information provided. 5. Contractor shall provide a minimum of three (3) GEM E6 - 2018 and newer vehicles during all daily service hours; and make available for use one (1)wheelchair accessible (ADA-compliant) GEM E6 vehicle on standby each day with a response time equivalent to the non-ADA vehicles. Each vehicle shall have capacity for five seated passengers and the driver. 6. Contractor 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, and special events. 7. Contractor shall be responsible for the operations of the Transit Service in accordance with: a) Applicable federal, state, and local laws and regulations. b) Necessary driver qualifications such as license verification and driver safety training. c) Equipment operating instructions issued by the original equipment manufacturer ("OEM"). 2 d) The Passenger Service Policies below. The Passenger Service Policies may be amended from time to time. 8. 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, and Contractor shall remain primarily liable for such performance. Passenger Service Policies Contractor shall set uniform dress standards for all service employees. Employee uniforms should consist of Circuit company-branded shirts and outerwear, 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 Transit Service. At a minimum, training shall include ADA wheelchair, lift and secure training, sensitivity training (including but not limited to, sensitivity to the elderly and physically challenged), behavior management of forgetful, disoriented and/or other difficult patrons, and defensive driver training and general safety procedures. Vehicle Breakdown Contractor, at Contractor's sole expense, 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. 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 from within the United States. 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. 3 c) Two (2) or more chargeable accidents. d) Two (2) or more moving violations Driver and Criminal History Background Investigations Contractor shall provide fingerprint and background checks on all drivers through the California Department of Justice. Contractor submit proof of driver background checks and submit copies of all training materials and documentation signed by the driver upon completion of the training to the City within thirty (30) days of the execution of this Agreement. Upon hiring of a new driver, such documentation shall be submitted to the City within thirty(30) days of hiring. Thereafter, Contractor shall participate in the State DMV "pull notice" program and shall not utilize any employee to provide services to the City when information received from DMV indicates use of that employee that would result in a violation of the requirements for Vehicle Operators, above. Code of Conduct All of Contractor's officers, employees and subcontractors shall avoid unprofessional conduct including acting with incivility or otherwise engaging in the kinds of conduct described below (and hereinafter referred to as "conduct unbecoming"). Contractor shall establish and enforce personnel policies prohibiting such conduct and providing for imposition of appropriate disciplinary action in the event of violation of the Code of Conduct, up to and including termination from employment. Examples of conduct unbecoming include, but are not limited to, the following: • Any incident of use of language or conduct that is obscene, risque or demeaning, discriminatory or harassing on any basis prohibited by law, including but not limited to, on the basis of sex, gender, gender identity, religion, ethnicity, national origin, or disability, regardless of whether such language or conduct is directed at a customer. another employee, a City officer, official, employee or volunteer, or any other member of the public. • Any incident of abusive, bullying, threatening, belligerent or malicious behavior toward a Rider, customer, another Contractor employee, a City officer, official, employee or volunteer, or any other member of the public. • Littering on public or private 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 public or private property. • Violation of uniform dress standards. • Reckless or unsafe driving. • Damaging equipment and other personal property of a Rider or other member of the public. 4 • Intoxication or under the influence of alcoholic beverage and/or any controlled substance while on the job. Employees and Sub-Contractors All personnel provided by Contractor, and subcontractors, involved in any aspect of the Transit Services shall be employees of the Contractor, or its subcontractors, and not of the City. All such employees and subcontractors shall be subject to the direction, supervision and control of the Contractor. Operations Oversight In addition to the rights and obligations stated elsewhere, the City shall have oversight of the Services provided including: • Monitoring: Monitoring the records, vehicles, facilities, personnel, timetable adherence and equipment developed or used by Contractor in the performance of its obligations under this Agreement. • Inspection and Requiring Removal: Inspecting equipment and vehicles, and requiring Contractor to remove from service equipment and/or vehicles in an unacceptable condition. Removal and replacement of any equipment and/or vehicles shall be at the Contractor's sole expense. • Employee Removal: At the City's sole discretion, the City may require Contractor to remove any Contractor employee or independent contractor for conduct unbecoming as stated herein. Removal of any Contractor employee or independent contractor shall not create a service impact. • Temporary Service Adjustment: At the City's sole discretion, the City may direct Contractor to temporarily cease operations within fifteen (15) days' notice or alter service area and/or service hours under this Agreement. Nothing herein shall modify or supersede duty to supervise, monitor and direct all actions of its officials, employees and independent contractors consistent with its obligations under this Agreement, Transit Service Vehicles 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 5 The City, at its sole discretion, 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; subject to the requirement that Contractor shall maintain during all service hours the minimum three vehicles and one standby ADA-compliant vehicle as provided in Section 5. A suitable temporary 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 that are dispatched for Transit 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 Transit 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 in accordance with the Agreement. Storage Contractor will be responsible for providing adequate off-street storage and recharging sites for the vehicles used to provide the Services under in this Agreement, and bearing any costs related thereto. Cleaning Standards 6 All vehicles shall have a minimum daily interior cleaning when used for Transit Service, including removal of all trash, debris, foreign objects, and any and all bio-waste. Personal belongings left in a vehicle shall be promptly documented in writing and delivered to Contractor's "lost and found", notice of which shall be posted within each vehicle, on the mobile app, or through a notification channel acceptable to the City. All such found property shall be made promptly available for retrieval by the owner, if ascertainable. At least once weekly, vehicles used to provide Transit Service 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 Reporting and Recordkeeping Requirements Contractor shall maintain complete and accurate records of all Transit Service activities carried out under this Agreement. Contractor shall maintain records of all Transit Service vehicle maintenance. Contractor must supply the following reports to the City, in each monthly report, or as otherwise requested by the City. The format of these reports shall be developed by Contractor and subject to the review and written approval of the City. The City shall have the right to inspect and make copies of all source data, information and documents related to the information listed below in connection with the services provided under this Agreement. Immediately: • Vehicle accidents, loss of life, injuries, stoppage or major disruption of service. • Any order imposed by a competent regulatory authority which suspends and/or prevents the continuation of service. Daily: • Contractor technology will record number of passengers transported on each trip and daily total, and such information shall be provided to the City. • Contractor shall provide all daily trip reports for each Transit Service route for the previous month. • Contractor shall provide a service summary for each Transit Service. This summary report, at a minimum, shall include: • Total Passengers transported each day. • Total monthly passengers. • Total revenue miles by each day • Total monthly revenue miles • Total Rider Payments • Total Advertising Payments • Ridership by hour, by day, for all days of operations in an excel spreadsheet format. • City cost per ride. • City cost by month. CITY'S DUTIES AND RESPONSIBILITIES: Contractor may elect to coordinate with the City for storage of Transit vehicles as a cost savings to the program. The City will not be responsible for security or be liable for any damage. Contractor may elect to coordinate with City for Transit vehicle charging as a cost savings to the program. The City will not be responsible for security, power availability and/or reliability, and will not be liable for any damage. Should the above-mentioned optional measures be elected, cost savings shall be reflected on each month's invoice. SERVICE AREAS: 1. Old Town 2. Bridgeport 3. The Hills San Pedro Fish 400 Market-Long Beach`i' ' b.r '' Schooner OrLater9 r ..:.' s� Naval Weapons ,;` Station Seal Beach ALAMITOS BAY MARINA GENIE' ®Los Cerritos Wetlands 9 Gvum ,. ©ftr e Park Crestview Ave ae n the B6,41 catallna Ave a� ° to CO st°Ave F, a,ast po;nt S 'lid BRIDGEPORT ' °� ng Beach f •,d ��hwood Ave a �' a. c .. SushiRyokan S " o A t ,n,cos Park The Pacific Inn© © R A ' 0JH-• align q Q El:'-ntarySchool ' �'�a""` Pavilions ,, ? - The Crema Cafev �z S-• : -• - .ge 0 t' O Skate.oar. •ark h T••Beach House "°r0,4 ts- ' Beach °e 6 Mahe/ Seal Beach ` 4 YFF A onn s Big Fish r3� %� 4574 -`:ait&Tackle Seal Beach • ,t os 9<" Q %4,e \` �f guile ball Courts Q Anahei andin Y_ 1 Dreamotion Studios Histori,•1 Landmar\-�- Se• Bcarh Pier - a. - satr�' \40 tYd Playground Basketball Court9 O hti t a ATTACHMENT "A-1 " Operating Schedule Operating Hours are generally as follows: Day ,1. Open ry Close41111. Hou Mon Closed Closed Closed Tues Closed Closed Closed Weds Closed Closed Closed j Thurs 4pm 10pm —6 Fri 4pm 10pm 6 Sat 12pm 10pm 10 Sun 12pm 6pm 6 TOTAL OPERATIONAL HOURS 28 Contractor will operate Transit Service for an average of twenty-eight (28) hours per week during the contract term. Modification of hours and service days shall be allowable, subject to the pricing shown on Attachment "A-2." Regular Operations Vehicles 3 ADA Vehicles 1 Standby ADA GEM Months 12 Service/Days 4 Days Per Week 7 Vehicle Hours Per Week 184 9 ATTACHMENT "A-2" Pricing GEM Description Cost Fixed monthly cost per Attachment A-1 $18,205/month O eratin Schedule) Additional hours* - minimum six (6) $24.59 per vehicle, per hour operated operating hours per operating day *Additional hours means average hours in excess of the 84 average weekly vehicle hours set forth in Attachment "A-1". PASSENGER FARES: • Cost per ride: $2 per person except as adjusted by the City . • All fares will be collected through the Transit Service app. Unless prior arrangements have been made with the City, no other forms of in-person payment will be accepted. No fees shall be charged for service animals. • The City reserves the right to set and adjust the fares, as desired and necessary. 10 ATTACHMENT "A-3" Advertisement Guidelines A. Purpose The City's advertising program generates revenue for microtransit service expenses by displaying paid advertisements on the vehicles used for microtransit services pursuant to the Agreement. In its capacity of a proprietor, the City has made a managerial decision that advertisement content must be strictly regulated to promote substantial government interests including: (i) attraction of long-term, high caliber third-party advertisers; and (ii) creation of a welcoming environment that presents transit services patrons and other members of the public with family-friendly material that does not subject them to debates regarding political and religious issues. The advertising program is not a forum for unlimited public expression. These guidelines are intended to preserve the nonpublic forum status of the transit services advertising program by specifying the eligible content that may be displayed in paid advertisements on vehicles used for transit services. Contractor shall apply these guidelines in a consistent and viewpoint neutral manner. In accordance with this Agreement, the vehicles shall also display decals and/or signs advertising or marketing City programs, activities, or the Transit Services provided pursuant to the Pilot Program, which shall be determined by City in its discretion. B. Advertisement Sales Services 1. 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. 2. 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. 3. Subject to the provisions of Section C, Eligible Content, below, Contractor shall determine the methods, details, and means for performing the Advertising Sales Services. Contractor shall submit each advertisement on a substantially detailed 11 plan to the City for approval. The City reserves the right to accept or reject any and all advertisements. 4. 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. C. Eligible Content 1. Noncommercial Speech Exclusion. Eligibility for the transit services advertising program is limited to speech that proposes a commercial transaction. Advertisements that consist of a political or religious message, or that combine a political or religious message with a commercial offer, are ineligible and shall be rejected. 2. Additional Exclusions. The following advertisements are ineligible for the airport advertising program and shall be rejected: a) Advertisements that depict graphic violence or gore. b) Advertisements containing images or language that is obscene, profane, scatological, or vulgar. c) Advertisements containing sexually oriented materials, images of nudity, or sexually prurient material. d) Advertisements for any of the following entertainment media: films rated "X" or"NC17"; nude or partial nudity dance clubs or performances; pornography; television programs rated "MA"; or video games rated"A". e) Advertisements for any of the following items: contraceptives; tobacco products; electronic cigarettes; marijuana or cannabis products or services; sexual function medications or treatments; tobacco; or firearms or other weapons. 12 f) Advertisements for any of the following businesses: bail bond services; check cashing services; pawn shops; massage parlors; tattoo parlors; tobacco or cannabis shops; or weapon shops; or any shop or store selling or marketing any other items listed in Subsection(e). g) Advertisements for an activity, product,or service that is prohibited by federal, state, or local law. 13 EXHIBIT B GRANT AGREEMENT BETWEEN CITY OF SEAL BEACH AND SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT Grant Agreement No. MS24004 DocuSign Envelope ID:1579D31F-FA0C-4861-A003-9663EBE9F2F6 South Coast Grant Agreement No.MS24004 Air Quality Management District Clean portation South Coast AQMD Funding from the MSRC AB 27661MSRC MICROTRANSIT SERVICE PROGRAM GRANT AGREEMENT 1. PARTIES The parties to this Grant Agreement ("Agreement") are the South Coast Air Quality Management District (referred to here as"SCAQMD")whose address is 21865 Copley Drive,Diamond Bar,California 91765-4178, and the City of Seal Beach (referred to here as"RECIPIENT")whose address is 211 8th Street, Seal Beach, California 90740. 2. RECITALS A. SCAQMD is the local agency with primary responsibility for regulating stationary source air pollution within the geographical boundaries of the South Coast Air Quality Management District in the State of California (State). B. Under State Health&Safety Code Sections 44225, et seq. (AB 2766),SCAQMD's Governing Board has authorized the imposition of the statutorily set motor vehicle fee for the purpose of reducing air pollution from motor vehicles and to implement the California Clean Air Act. By taking such action, the State's Department of Motor Vehicles(DMV)is required to collect such fee and remit it periodically to SCAQMD. C. AB 2766 further mandates that thirty(30)percent of such vehicle registration fees be placed by SCAQMD into a separate account for the sole purpose of implementing and monitoring programs to reduce air pollution from motor vehicles. D. AB 2766 creates a regional Mobile Source Air Pollution Reduction Review Committee(MSRC)to develop a work program to fund projects from the separate account. Pursuant to approval of the work program by SCAQMD's Governing Board, SCAQMD authorized this Agreement with RECIPIENT for equipment or services described in Attachment 1 -Statement of Work,expressly incorporated herein by this reference and made a part hereof of this Agreement:— E. RECIPIENT met the requirements for receipt of AB 2766 Discretionary Funds as set forth in RECIPIENTs Microtransit Service Program Proposal dated March 23, 2023 and was awarded a grant under the work program. F. RECIPIENT is authorized to do business in the State of California and attests that it is in good tax standing with the California Franchise Tax Board. G. All parties to this Agreement have had the opportunity to have this Agreement reviewed by their attorney. 3. DMV FEES RECIPIENT acknowledges that SCAQMD cannot guarantee that the amount of fees to be collected under AB 2766 will be sufficient to fund this Agreement. RECIPIENT further acknowledges that payment under this Agreement is contingent upon SCAQMD receiving sufficient funds from the DMV,and that SCAQMD assumes no responsibility for the collection and remittance of motor vehicle registration fees. 4. AUDIT AND RECORDS RETENTION A. RECIPIENT shall,at least once every two years, or within two years of the termination of the Agreement if the term is less than two years, be subject to an audit by SCAQMD or its authorized representative to determine if the revenues received by RECIPIENT were spent for the reduction of pollution from motor vehicles pursuant to the Clean Air Act of 1988. B. RECIPIENT agrees to maintain records related to this Agreement during the Agreement term and continue to retain these records for a period of two years beyond the Agreement term,except that in no case shall 1 DocuSign Envelope ID:1579D31F-FA0C-4861-A003-9663EBE9F2F6 Grant Agreement No.MS24004 RECIPIENT be required to retain more than the most recent five years'records. SCAQMD shall coordinate such audit through RECIPIENTS audit staff. C. If an amount is found to be inappropriately expended, SCAQMD may withhold funding, or seek reimbursement, from RECIPIENT in the amount equal to the amount that was inappropriately expended. Such withholding shall not be construed as SCAQMD's sole remedy and shall not relieve RECIPIENT of its obligation to perform under the terms of this Agreement. 5. TERM The term of this Agreement is from the last date of execution by the parties,which is the effective date of this Agreement, to September 30, 2025, unless terminated earlier as provided for in the TERMINATION clause of this Agreement or the term is extended by amendment of this Agreement in writing. No work shall commence prior to the Agreement start date, except at RECIPIENT's cost and risk, and no charges are authorized until this Agreement is fully executed, subject to the provisions stated in the PRE-AGREEMENT COSTS clause of this Agreement. 6. SUCCESSORS-IN-INTEREST This Agreement, and the obligations arising under the Agreement,shall be binding on and inure to the benefit of RECIPIENT and their executors,administrators, successors, and assigns. 7. REPORTING RECIPIENT shall submit reports to SCAQMD as outlined in Attachment 1 - Statement of Work. SCAQMD reserves the right to review, comment, and request changes to any report produced as a result of this Agreement. 8. TERMINATION A. In the event any party fails to comply with any term or condition of this Agreement or fails to provide services in the manner agreed upon by the parties, including, but not limited to, the requirements of Attachment 1 - Statement of Work, this failure shall constitute a breach of this Agreement. The non- breaching party shall notify the breaching party that it must cure this breach or provide written notification of its intention to terminate this Agreement. Notification shall be provided in the manner set forth in the NOTICES clause of this Agreement. The non-breaching party reserves all rights under law and equity to enforce this Agreement and recover damages. B. SCAQMD reserves the right to terminate this Agreement, in whole or in part, without cause, upon thirty (30) days' written notice. Once such notice has been given, RECIPIENT shall use all reasonable efforts to mitigate its expenses and obligations. RECIPIENT will be paid in accordance with this Agreement for tasks performed and costs incurred that could not be mitigated before the effective date of termination. C. RECIPIENT shall be paid in accordance with this Agreement for all Work performed before the effective date of termination under section B of the TERMINATION clause of this Agreement. Before expiration of the thirty(30)days'written notice, RECIPIENT shall promptly deliver to SCAQMD all copies of documents and other information and data prepared or developed by RECIPIENT under this Agreement with the exception of a record copy of such materials,which may be retained by RECIPIENT. 9, INSURANCE A. RECIPIENT shall furnish evidence to SCAQMD of workers' compensation insurance for each of its employees, in accordance with either California or other states' applicable statutory requirements prior to commencement of any work on this Agreement. B. RECIPIENT shall furnish evidence to SCAQMD of general liability insurance with a limit of at least $1,000,000 per occurrence, and $2,000,000 in a general aggregate prior to commencement of any work 2 DocuSign Envelope ID:1579D31 F-FA0C-4861-A003-9663EBE9F2F6 Grant Agreement No.MS24004 on this Agreement. SCAQMD shall be named as an additional insured on any such liability policy, and thirty(30)days written notice prior to cancellation of any such insurance shall be given by RECIPIENT to SCAQMD. C. RECIPIENT shall furnish evidence to SCAQMD of automobile liability insurance with limits of at least $100,000 per person and $300,000 per accident for bodily injuries, and $50,000 in property damage, or $1,000,000 combined single limit for bodily injury or property damage,prior to commencement of any work on this Agreement. SCAQMD shall be named as an additional insured on any such liability policy, and thirty(30)days written notice prior to cancellation of any such insurance shall be given by RECIPIENT to SCAQMD. D. If RECIPIENT fails to maintain the required insurance coverage set forth above, SCAQMD reserves the right either to purchase such additional insurance and to deduct the cost thereof from any payments owed to RECIPIENT or terminate this Agreement for breach. E. For MSRC Contracts Administrator: All insurance certificates and other documents evidencing coverage shall be mailed to: SCAQMD, 21865 Copley Drive, Diamond Bar, CA 91765-4178, Attention: Cynthia Ravenstein, MSRC Contracts Administrator. The SCAQMD Agreement Number must be included on the face of the certificate. F. For Risk Management Department: All insurance certificates and other documents evidencing coverage shall be sent to SCAQMD Risk Management, by email (insurancecertificate(a�agmd.gov). The SCAQMD Agreement Number must be included on the face of the certificate. G. RECIPIENT must provide annual updates on the insurance coverage throughout the term of the Agreement to ensure that there is no break in coverage during the period of Agreement performance. Failure to provide evidence of current coverage shall be grounds for termination for breach of Agreement. 10. INDEMNIFICATION RECIPIENT agrees to hold harmless, defend and indemnify SCAQMD, its officers, employees, agents, representatives, and successors-in-interest against any and all loss, damage, costs, lawsuits, claims, demands, causes of action,judgments, attorney's-fees, or any other expenses arising from or related to any third party claim against SCAQMD, its officers, employees, agents, representatives, or successors in interest that arise or result in whole or in part,from any actual or alleged act or omission of RECIPIENT, its officers,its employees, contractors,agents or representatives in the performance of this Agreement. This Indemnification Clause shall survive the expiration or termination (for any reason) of the Agreement and shall remain in full force and effect. 11. DISCLAIMER OF WARRANTY The purchase or lease of funded vehicles/equipment is the RECIPIENT's decision. The SCAQMD does not make any express or implied warranty of merchantability,fitness for a particular purpose or otherwise, quality or usefulness of the technology or product. Without limiting the foregoing,the SCAQMD will not be financially responsible,or otherwise liable, for the installation or performance of the vehicle/equipment. 12. PAYMENT A. SCAQMD shall reimburse RECIPIENT up to a total amount of One Hundred Sixty-Two Thousand Eight Hundred Ninety-One Dollars ($162,891) in accordance with Attachment 2 -Payment Schedule expressly incorporated herein by this reference and made a part hereof of the Agreement. B. A withhold amount or percentage (if any) shall be identified in the Payment Schedule, and such amount shall be withheld from each invoice. Upon satisfactory completion of project and final acceptance of work and the final report, RECIPIENT's invoice for the withheld amount shall be released. Proof of project completion shall include a Final Report detailing the project goals and accomplishments, data collected 3 DocuSign Envelope ID:1579D31F-FA0C-4861-A003-9663EBE9F2F6 Grant Agreement No.MS24004 during project performance,if any,documentation of significant results,and emissions reduction input data needed for calculation of emissions reductions. C. Any funds not expended upon early Agreement termination or Agreement completion shall revert to the AB 2766 Discretionary Fund. Payment of charges shall be made by SCAQMD to RECIPIENT within thirty (30)days after approval by SCAQMD of an itemized invoice prepared and furnished by RECIPIENT. D. An invoice submitted to SCAQMD for payment must be prepared in duplicate,on company letterhead,and list SCAQMD's Agreement number, period covered by invoice, and RECIPIENT's social security number or Employer Identification Number and submitted to: South Coast Air Quality Management District 21865 Copley Drive Diamond Bar, CA 91765-4178 Attn:Cynthia Ravenstein, MSRC Contracts Administrator 1. Charges for equipment, material, and supply costs,travel expenses, contractor,and other charges, as applicable, must be itemized by RECIPIENT. Reimbursement for equipment, material,supplies, contractor, and other charges, as applicable, shall be made at actual cost. Supporting documentation must be provided for all individual charges(with the exception of direct labor charges provided by RECIPIENT). 2. SCAQMD shall pay RECIPIENT for travel-related expenses only if such travel is expressly set forth in Attachment 2-Payment Schedule of this Agreement or pre-authorized by SCAQMD in writing. 3. RECIPIENT's failure to provide receipts shall be grounds for SCAQMD's non-reimbursement of such charges. SCAQMD may reduce payments on invoices by those charges for which receipts were not provided. 4. RECIPIENT must submit final invoice no later than ninety(90)days after the termination date of this Agreement or invoice may not be paid. 13. COMPLIANCE WITH APPLICABLE LAWS,LICENSES,PERMITS RECIPIENT agrees to comply with all federal, state, and local laws, ordinances, codes and regulations and orders of public authorities in the performance of this Agreement, including complying with all licensing and permitting requirements and obtaining all clearances from appropriate agencies applicable to the project. RECIPIENT must also ensure that the vehicles and/or equipment to be purchased,leased or installed in the performance of this Agreement are in compliance with all applicable federal, state,and local air quality rules and regulations,and that it will maintain compliance for the full Agreement term. RECIPIENT shall ensure that the provisions of this clause are included in all contracts and subcontracts. 14. MOBILE SOURCE EMISSION REDUCTION CREDITS(MSERCs) A. The MSRC has adopted a policy that no MSERCs resulting from AB 2766 Discretionary Funds may be generated and/or sold. B. RECIPIENT has the opportunity to generate MSERCs as a by-product of the project if a portion of the air quality benefits attributable to the project resulted from funding sources other than AB2766. These MSERCs,which are issued by SCAQMD,are based upon the quantified vehicle miles traveled (VMT) by project vehicles or other activity data as appropriate. Therefore, a portion of prospective MSERCs, generated as a result of AB 2766 Funds,must be retired. The portion of prospective credits funded by the AB 2766 program,and which are subject to retirement,shall be referred to as"AB 2766-MSERCs." C. The determination of AB 2766-MSERC's is to be prorated based upon the AB 2766 program's contribution to the cost associated with the air quality benefits. In the case where AB 2766 Discretionary Funds are used to pay for the full differential cost of a new alternative fuel vehicle or for the retrofitting or repowering 4 DocuSign Envelope ID:1579D31F-FA0C-4861-A003-9663EBE9F2F6 Grant Agreement No.MS24004 of an existing vehicle, all MSERCs attributable to AB 2766 Discretionary Funds must be retired. The determination of AB 2766-MSERCs for infrastructure and other ancillary items is to be prorated based upon the AB 2766 program's contribution to the associated air quality benefits. Determination of the projects overall cost will be on a case-by-case basis at the time an MSERC application is submitted. SCAQMD staff,at the time an MSERC application is submitted,will calculate total MSERCs and retire the AB 2766-MSERCs. RECIPIENT would then receive the balance of the MSERCs not associated with AB 2766 funding. 15. NOTICES All notices that are required under this Agreement shall be provided in the manner set forth herein, unless specified otherwise. Notice to a party shall be delivered to the attention of the person listed below, or to such other person or persons as may hereafter be designated by that party in writing. Notice shall be in writing sent by email, U.S. Mail, express, certified, return receipt requested, or a nationally recognized overnight courier service. In the case of email communications, valid notice shall be deemed to have been delivered upon sending, provided the sender obtained an electronic confirmation of delivery. Email communications shall be deemed to have been received on the date of such transmission, provided such date was a business day (Tuesday-Friday) and delivered prior to 5:30pm Pacific Standard Time. Otherwise, receipt of email communications shall be deemed to have occurred on the following business day. In the case of U.S. Mail notice,notice shall be deemed to be received when delivered or five(5)business days after deposit in the U.S. Mail. In the case of a nationally recognized overnight courier service, notice shall be deemed received when delivered (written receipt of delivery). SCAQMD: South Coast Air Quality Management District 21865 Copley Drive Diamond Bar, CA 91765-4178 Attn: Cynthia Ravenstein,MSRC-Contracts Administrator, email: cravenstein a(�agmd.gov RECIPIENT: City of Seal Beach 211 8th Street Seal Beach, CA 90740 Attn: Iris Lee, email: ilee ansealbeachca.gov 16. INDEPENDENT CONTRACTOR RECIPIENT, its officers,employees, agents, or representatives shall act in an independent capacity,and shall in no sense be considered employees or agents of SCAQMD, nor shall RECIPIENT, its officers, employees, agents, or representatives be entitled to or eligible to participate in any benefits, privileges, or plans, given or extended by SCAQMD to its employees. SCAQMD will not supervise, direct, or have control over, or be responsible for RECIPIENT's means, methods, techniques, work sequences or procedures, or for the safety precautions and programs incident thereto,or for any failure by them to comply with any local,state, or federal laws, or rules or regulations, including state minimum wage laws and OSHA requirements. 17. OWNERSHIP Title and full ownership rights to any equipment purchased under this Agreement shall at all times remain with RECIPIENT. 5 DocuSign Envelope ID:1579D31F-FA0C-4861-A003-9663EBE9F2F6 Grant Agreement No.MS24004 18. NON-DISCRIMINATION In the performance of this Agreement, RECIPIENT shall not unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment on the basis of race, religious creed, color, national origin,ancestry,sex, sexual orientation, marital status,age,mental status,medical condition,physical or mental disability, or allow unlawful denial of family and medical care leave, denial of pregnancy disability leave, or reasonable accommodations. RECIPIENT shall comply with the provisions of the California Fair Employment& Housing Act(Government Code Sections 12900 et seq.), the Federal Civil Rights Act of 1964 (P.L. 88-352) and all amendments thereto, Executive Order No. 11246 (30 Federal Register 12319), and all administrative rules and regulations issued pursuant to said Acts and Order. 19. ASSIGNMENT AND TRANSFER OF EQUIPMENT A. The rights and responsibilities granted hereby may not be assigned, sold, licensed, or otherwise transferred by RECIPIENT without the prior written consent of SCAQMD,and any attempt by RECIPIENT to do so shall be void upon inception. B. RECIPIENT agrees to obtain SCAQMD's written consent to any assignment, sale, license or transfer of Equipment, if any, prior to completing the transaction. RECIPIENT shall inform the proposed assignee, buyer, licensee or transferee (collectively referred to here as "Buyer") of the terms of this Agreement. RECIPIENT is responsible for establishing contact between SCAQMD and the Buyer and shall assist SCAQMD in facilitating the transfer of this Agreement's terms and conditions to the Buyer. RECIPIENT will not be relieved of the legal obligation to fulfill the terms and conditions of this Agreement until and unless the Buyer has assumed responsibility of this Agreement's terms and conditions through an executed Agreement with SCAQMD. 20. NON-EFFECT OF WAIVER The failure of RECIPIENT or SCAQMD to insist upon the performance of any or all of the terms,covenants,or conditions of this Agreement, or failure to exercise any rights or remedies hereunder, shall not be construed as a waiver or relinquishment of the future pert_ormance_of any such terms, covenants,or conditions, or of the future exercise of such rights or remedies, unless otherwise provided for herein. 21. TAX IMPLICATIONS FROM RECEIPT OF MSRC FUNDS RECIPIENT is advised to consult a tax attorney regarding potential tax implications from receipt of MSRC funds. 22. ATTORNEYS' FEES In the event any action is filed in connection with the enforcement or interpretation of this Agreement, each party in said action shall pay its own attorneys'fees and costs. 23. FORCE MAJEURE A party shall not be liable or deemed to be in default for any delay or failure in performance under this Agreement or interruption of services resulting,directly or indirectly,from acts of God,civil or military authority, acts,of public enemy,war,strikes,labor disputes,shortages of suitable parts,materials,labor or transportation, or any similar cause beyond the party's reasonable control. 24. SEVERABILITY In the event that any one or more of the provisions contained in this Agreement shall for any reason be held to be unenforceable in any respect by a court of competent jurisdiction,such holding shall not affect any other provisions of this Agreement, and the Agreement shall then be construed as if such unenforceable provisions are not a part hereof. 6 DocuSign Envelope ID:1579D31F-FA0C-4861-A003-9663EBE9F2F6 Grant Agreement No.MS24004 25. HEADINGS Headings on the clauses of this Agreement are for convenience and reference only,and the words contained therein shall in no way be held to explain, modify,amplify,or aid in the interpretation, construction,or meaning of the provisions of this Agreement. 26. SIGNATURES This Agreement may be executed in any number of counterparts, each of which shall be deemed an original and all of which shall constitute together one and the same instrument. Further, the parties agree that this Agreement or any counterpart may be executed and delivered by DocuSign, or by transmitting a manual signature by fax or .pdf, which shall have the same force and effect as copies executed and delivered with original manual signatures. 27. GOVERNING LAW This Agreement shall be construed and interpreted,and the legal relations created thereby shall be determined in accordance with the laws of the State of California. Venue for resolution of any disputes under this Agreement shall be Los Angeles County, California. 28. PRE-AGREEMENT COSTS Any costs incurred by RECIPIENT prior to RECIPIENT receipt of a fully executed Agreement shall be incurred solely at the risk of the RECIPIENT. In the event that this Agreement is not executed, neither the MSRC nor the SCAQMD shall be liable for any amounts expended in anticipation of a fully executed Agreement. If this Agreement is fully executed,pre-Agreement cost expenditures authorized by the Agreement will be reimbursed in accordance with the Payment Schedule and payment provision of the Agreement. 29. CHANGE TERMS Changes to any part of this Agreement must be requested in writing by RECIPIENT and approved by MSRC in accordance with MSRC policies and procedures. RECIPIENT must make requests a minimum of 90 days prior to desired effective date of change. All modifications to this Agreement shall be in writing and signed by the authorized representatives of the parties. Fueling station location changes shall not be approved under any circumstances. 30. ENTIRE AGREEMENT This Agreement represents the entire agreement between RECIPIENT and SCAQMD. There are no understandings, representations, or warranties of any kind except as expressly set forth herein. No waiver, alteration, or modification of any of the provisions herein shall be binding on any party unless in writing and signed by the authorized representative of the party against whom enforcement of such waiver, alteration, or modification is sought. No waiver by either party of any breach of, or of compliance with, any condition or provision of this Agreement by the other party shall be considered a waiver of any other condition or provision or of the same condition or provision at another time. 31. AUTHORITY The signatory hereto represents and warrants that he or she is authorized and empowered and has the legal capacity to execute this Agreement and to legally bind RECIPIENT both in an operational and financial capacity and that the requirements and obligations under this Agreement are legally enforceable and binding on RECIPIENT. (THE REMAINDER OF THIS PAGE IS INTENTIONALLY LEFT BLANK) 7 , DocuSign Envelope ID:1579D31F-FA0C-4861-A003-9663EBE9F2F6 Grant Agreement No.MS24004 IN WITNESS WHEREOF,the parties to this Agreement have caused this Agreement to be duly executed on their behalf by their authorized representatives. SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT CITY OF SEAL BEACH —DocuSigned by: ,—DoeuSigned by: Ua.ALSSA. Vt,�Iyi..G 1LL i am By: \--AnnASQAAAF79eAn 0 By: ergf ?mine Vanessa Delgado,Chair,Governing Board Name: if 1'dfll Title: city Manager 12/21/2023 12/21/2023 Date: Date: APPROVED AS TO FORM: Bayron T.Gilchrist,General Counsel By: larietept•X -1144%. 1/MSRC Master Boilerplate Revised March 15,2023 8 DocuSign Envelope ID:1579D31F-FA0C-4861-A003-9663EBE9F2F6 Attachment 1 Statement of Work City of Seal Beach Agreement Number MS24004 Project Description The purpose of this agreement is to implement a project to provide micro-transit services in an area on either side of Pacific Coast Highway in Seal Beach, California. The City of Seal Beach, hereinafter referred to as RECIPIENT, proposed to partner with Circuit Transit, Inc., hereinafter referred to as OPERATOR, to provide such micro-transit service, the Seal Beach Circuit Transit Service.Service is to be provided in an area of the City of Seal Beach of approximately 0.9 square miles.One of the goals of the program is to attract new transit riders by connecting them to/from their final destinations. The service will also incentivize residents,employees and visitors to park only once and use the service to travel within the service area, thereby reducing the number of short trips. Using funds provided by SCAUMD, on behalf of the Mobile Source Air Pollution Reduction Review Committee (MSRC), RECIPIENT shall implement the Seal Beach Circuit Transit Service. Statement of Work Task I:Seal Beach Circuit Transit Service Planning and Operation RECIPIENT shall oversee and be responsible for OPERATOR's operation of Seal Beach Circuit Transit Service. RECIPIENT shall be reimbursed on a quarterly basis for the operating cost of providing microtransit service, as set forth in Attachment 2 — Payment Schedule. Seal Beach Circuit Transit Service shall meet the following parameters: A. Duration -The Seal Beach Circuit Transit Service project shall operate for twelve months. B. Schedule -Seal Beach Circuit Transit Service shall be provided from: 1. 4:00 p.m.to 10:00 p.m. on Thursdays and Fridays; 2. 12:00 p.m.to 10:00 p.m. on Saturdays; and 3. 12:00 p.m.to 6:00 p.m. on Sundays. C. Seal Beach Circuit Transit Service Area-Seal Beach Circuit Transit Service shall be provided in the area shown in Attachment 3 -Service Area. RECIPIENT shall coordinate with OPERATOR in planning the selection of sufficient "virtual stops" (pick-up/drop-off locations without physical markers)to avoid imposing lengthy walks and with an aim of keeping rider wait times no greater than 10 minutes. Once the initial virtual stops are selected, a map showing these stops shall be submitted to MSRC staff. RECIPIENT and OPERATOR may subsequently modify virtual stops as needed based on service data and stakeholder feedback. D. Ride Hailing Process-OPERATOR shall provide a mobile application through which users can book a ride directly. E. Fare: Rides will be offered for$2 during the initial, MSRC-supported year of the service.The cost for groups of three or more will be capped at$6. F. Vehicles: Three vehicles shall be in operation at all times during the service hours, with one Americans with Disabilities Act (ADA)-accessible vehicle immediately available to be placed DocuSign Envelope ID:1579D31F-FA0C-4861-A003-9663EBE9F2F6 Attachment 1 Statement of Work City of Seal Beach Agreement Number MS24004 into service as needed. GEM e6 battery electric vehicles, with capacity for five seated passengers and the driver, shall be used to provide service. Supporting documentation to substantiate the vehicles used shall be made available upon request. Task II:Conduct Outreach Promotional efforts shall market Seal Beach Circuit Transit Service and, where feasible, the air quality benefits of alternative commute modes. Additionally, RECIPIENT shall pursue cross- promotional opportunities with trip destinations/hubs within the Service Area. When feasible, proposed marketing materials shall be submitted to the MSRC Contracts Administrator for review and approval prior to publication or posting. The MSRC Contracts Administrator shall respond, if applicable, with any comments within three business days, otherwise, the proposed materials shall be deemed approved. Seal Beach Circuit Transit Service promotion elements shall include, but are not limited to: A. Branding: Create a Seal Beach Circuit Transit Service identity including vehicle wraps and branded collaterals to portray a positive and memorable impression of Seal Beach Circuit Transit Service; B. Mass Communication/Advertising: 1. Social media postings; 2. Printed assets; 3. Ribbon cutting event;and 4. Articles in newsletters and local business papers. Task III:Develop and Initiate Plan for Future Operation RECIPIENT shall develop a plan for continuing operation of the Service following the end of MSRC funding assistance and take such preparatory steps as necessary to implement the plan immediately at the end of the MSRC-supported service. The plan shall be included in the reporting discussed below. Task IV: Monitoring, Documentation,and Reporting Quarterly Reports: RECIPIENT shall provide an accounting of achievement of milestones; current activity; information on outreach impressions(e.g. number of social media hits); preliminary findings and recommendations for completion of agreement;any project delays or problems and solutions;and summary and analysis of project results to date on a quarterly basis. Progress Reports that do not comply will be returned to the RECIPIENT as inadequate. Final Report: Following completion of the 12-month duration of MSRC-supported service, RECIPIENT shall prepare a Final Report, in the format provided by MSRC staff,that summarizes actions taken to develop the program, identifies any obstacles and solutions, discusses the successes of various marketing and administrative techniques or procedures,and quantifies the overall emission reduction benefits of the project. The Final Report shall also address boardings per revenue hour, percent shared rides, percentage of trips to/from transit hubs,and customer satisfaction. DocuSign Envelope ID:1579D31F-FA0C-4861-A003-9663EBE9F2F6 Attachment 1 Statement of Work City of Seal Beach Agreement Number MS24004 Project Schedule RECIPIENT shall comply with the increments of progress identified in the following chart. Task Completion Task I:Seal Beach Circuit Transit April 2025 Service Planning and Operation Task II: Conduct Outreach March 2025 Task III: Develop Plan for Future February 2025 Operation Task IV: Monitoring and Reporting a- ;;:' '' . On the 15' of January, April, July, and October for the Quarterly reports previous quarter until MSRC- supported operation is complete Final Report July 2025 DocuSign Envelope ID:1579D31F-FA0C-4861-A003-9663EBE9F2F6 Attachment 2 Payment Schedule City of Seal Beach Agreement Number MS24004 Cost Breakdown Maximum AB 2766 Seal Beach Circuit RECIPIENT and Discretionary Total Project Transit Service Cost Funds payable partners' Cost Element Co-Funding under this Agreement Task I:Seal Beach Circuit $162,892 Transit Service Planning $162,891 (includes farebox $325,783 and Operation and advertising revenue) Task II:Conduct Outreach and Marketing $0 $8,000 $8,000 Task III: Develop and Initiate Plan for Future $0 $15,000 $15,000 Operation Task IV:Monitoring, Documentation and $0 $18,000 $18,100 Reporting Totals $162,891 $203,892 $366,783 RECIPIENT and partners' co-funding contributions for Tasks II - IV are not required to be documented provided that other co-funding sources are equal to or greater than$162,892. RECIPIENT shall be reimbursed according to the amounts stated above upon submission of invoices which shall include a detailed accounting of labor hours and other expenses, as well as submission of any third-party invoices. For Promotion and Marketing work, lost revenue which might otherwise have been obtained had the advertising space been sold,sometimes referred to as the"value" of the advertising, does not qualify for reimbursement. DocuSign Envelope ID 1579D31F-FA0C-4861-A003-9663EBE9F2F6 Attachment 3 Supporting Documentation City of Seal Beach Agreement Number MS24004 1. Map of Service Area [Seal Beach Microtransit Coverage Area ,.. k,,,�! i 4 A . J, Ley nd ; 5c roTrans t w a 1...r Apr` a' , „".: ,'\,�/ •,�`♦, 1 •..' -��L y« .�+��'M 22 .#: ♦tie -tY s•° . Ff > 44. ry. '.. ' 4 f' arm ,- .v��(��� � ' '' {${j�,7 a }yy"7iy1 �f{{. 'ALAMI 0 r6AY• N+I� ,t C E 0 ,, ;.+Y., aZ * d b r'. ., . , ✓ .•/y •. /. - 'fir A -' * y. .v k'I+ .. -- . N G�oogle Eart �„vz �'',n, N 0I�P.NS 200011 '4 i RESOLUTION 7467 A RESOL UTION OF THE SEAL BEACH CITY COUNCIL ACCEPTING A $162,891 GRANT, AUTHORIZING A MINIMUM LOCAL MATCH IN THE AMOUNT OF $162,892, AND APPROVING AND AUTHORIZING AN AGREEMENT WITH THE SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT FOR THE MSRC MICROTRANSIT SERVICE PROGRAM GRANT WHEREAS, the South Coast Air Quality Management District ("SCAQMD") is responsible for regulating stationary source air pollution within the District's boundaries; and, WHEREAS, Assembly Bill ("AB") 2766 created a regional Mobile Source Air Pollution Reduction Review Committee ("MSRC") to develop a work program to fund projects that reduce air pollution from motor vehicles and to implement the California Clean Air Act; and, WHEREAS, MSRC issued a "Microtransit Service" Request for Proposals on January 6, 2023; and, WHEREAS, the City of Seal Beach ("City") submitted an application in response to the Request for Proposals, dated March 23, 2023; and, WHEREAS, the City was selected to receive a Microtransit Service grant in the amount of $162,891, with--a-minimum match of $162,892 for the Seal Beach .,,....wr,ofraribit Service Pilot,PSogram ("Program"); and, WHEREAS, the City desires to accept the Microtransit Service Grant and execute an agreement with SCAQMD memorializing each parry's responsibilities, statement of work, timeline, and to provide authorization for the Program's matching funds; and, WHEREAS,the City of Seal Beach will comply where applicable with provisions of the California Environmental Quality Act, the National Environmental Policy Act, the American with Disabilities Act, and any other federal, state, and/or local laws, rules and/or regulations. NOW, THEREFORE, THE SEAL BEACH CITY COUNCIL DOES HEREBY RESOLVE: Section 1. The foregoing recitals are true and correct and are hereby adopted by reference as though set forth in full. is- I Section 2. The City Council hereby accepts the $162,891 grant from SCAQMD's MSRC Microtransit Service Program Grant for the Program. i Section 3. Subject to execution of all necessary agreements, the City Council agrees to provide its required minimum matching funds for the Program in the amount of$162,892. l Section 4. The City Council approves and authorizes the City Manager, or her designee, to execute for and on behalf of the City of Seal Beach, all grant agreement(s), amendments and other related documents, and to take all such other actions, as may be required to secure the grant funds and implement the approved grant under the MSRC Microtransit Service Program Grant. PASSED, APPROVED AND ADOPTED by the Seal Beach City Council at a regular meeting held on the 11th day of December, 2023 by the following vote: AYES: Council Members: Kalmick, Landu, Moore, Sustarsic, Steele NOES: Council Members: None ABSENT: Council Members: None I ABSTAIN: Council Members: None -7---4-)^4'2- 1411kre Thomas Moore, Mayor ATT T: 1J'OPC" b�C9 C �C Gami, ��_ �fed.,.,Cy. fir: t.*, 7's Q! GI ria D. Harp City Clerk 2%lc, \ �c;r tQ ���'oiiNTY C,a���o STATE OF CALIFORNIA } COUNTY OF ORANGE } SS CITY OF SEAL BEACH } I, Gloria D. Harper, City Clerk of the City of Seal Beach, do hereby certify that the foregoing resolution is the original copy of Resolution 7467 on file in the office of the City Clerk, passed, approved, and adopted by the City Council at a regular meetin held on the 11th day of December, 2023. Glo a D. Harper, Cit Clerk I EXHIBIT C TERMS FOR COMPLIANCE WITH CALIFORNIA LABOR LAW REQUIREMENTS 1. This Agreement calls for services that, in whole or in part, constitute "public works" as defined in Division 2, Part 7, Chapter 1 (commencing with Section 1720) of the California Labor Code ("Chapter 1"). Further, Contractor acknowledges that this Agreement is subject to (a) Chapter 1 and (b) the rules and regulations established by the Department of Industrial Relations ("DIR") implementing such statutes. Therefore, as to those Services that are "public works", Contractor shall comply with and be bound by all the terms, rules and regulations described in 1(a) and 1(b) as though set forth in full herein. 2. California law requires the inclusion of specific Labor Code provisions in certain contracts. The inclusion of such specific provisions below, whether or not required by California law, does not alter the meaning or scope of Section 1 above. 3. Contractor shall be registered with the Department of Industrial Relations in accordance with California Labor Code Section 1725.5, and has provided proof of registration to City prior to the Effective Date of this Agreement. Contractor shall not perform work with any subcontractor that is not registered with DIR pursuant to Section 1725.5. Contractor and subcontractors shall maintain their registration with the DIR in effect throughout the duration of this Agreement. If Contractor or any subcontractor ceases to be registered with DIR at any time during the duration of the project, Contractor shall immediately notify City. 4. Pursuant to Labor Code Section 1771.4, Contractor's Services are subject to compliance monitoring and enforcement by DIR. Contractor shall post job site notices, as prescribed by DIR regulations. 5. Pursuant to Labor Code Section 1773.2, copies of the prevailing rate of per diem wages for each craft, classification, or type of worker needed to perform the Agreement are on file at City Hall and will be made available to any interested party on request. Contractor acknowledges receipt of a copy of the DIR determination of such prevailing rate of per diem wages, and Contractor shall post such rates at each job site covered by this Agreement. 6. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1774 and 1775 concerning the payment of prevailing rates of wages to workers and the penalties for failure to pay prevailing wages. Contractor shall, as a penalty to City, forfeit $200.00 for each calendar day, or portion thereof, for each worker paid less than the prevailing rates as determined by the DIR for the work or craft in which the worker is employed for any public work done pursuant to this Agreement by Contractor or by any subcontractor. 7. Contractor shall comply with and be bound by the provisions of Labor Code Section 1776, which requires Contractor and each subcontractor to: keep accurate payroll records and verify such records in writing under penalty of perjury, as specified in Section 1776; certify and make such payroll records available for inspection as provided by Section 1776; and inform City of the location of the records. 8. Contractor shall comply with and be bound by the provisions of Labor Code Sections 1777.5, 1777.6 and 1777.7 and California Code of Regulations, Title 8, Section 200 et seq. concerning the employment of apprentices on public works projects. Contractor shall be responsible for compliance with these aforementioned Sections for all apprenticeable occupations. Prior to commencing work under this Agreement, Contractor shall provide City with a copy of the information submitted to any applicable apprenticeship program. Within 60 days after concluding work pursuant to this Agreement, Contractor and each of its subcontractors shall submit to City a verified statement of the journeyman and apprentice hours performed under this Agreement. 9. Contractor shall not perform work with any subcontractor that has been debarred or suspended pursuant to California Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. Contractor and subcontractors shall not be debarred or suspended throughout the duration of this Contract pursuant to Labor Code Section 1777.1 or any other federal or state law providing for the debarment of contractors from public works. If Contractor or any subcontractor becomes debarred or suspended during the duration of the project, Contractor shall immediately notify City. 10. Contractor acknowledges that eight hours labor constitutes a legal day's work. Contractor shall comply with and be bound by Labor Code Section 1810. Contractor shall comply with and be bound by the provisions of Labor Code Section 1813 concerning penalties for workers who work excess hours. Contractor shall, as a penalty to City, forfeit $25.00 for each worker employed in the performance of this Agreement by Contractor or by any subcontractor for each calendar day during which such worker is required or permitted to work more than eight hours in any one calendar day and 40 hours in any one calendar week in violation of the provisions of Division 2, Part 7, Chapter 1, Article 3 of the Labor Code. Pursuant to Labor Code Section 1815, work performed by employees of Contractor in excess of eight hours per day, and 40 hours during any one week shall be permitted upon public work upon compensation for all hours worked in excess of eight hours per day at not less than one and one-half times the basic rate of pay. 11. California Labor Code Sections 1860 and 3700 provide that every employer will be required to secure the payment of compensation to its employees. In accordance with the provisions of California Labor Code Section 1861, Contractor hereby certifies as follows: "I am aware of the provisions of Section 3700 of the Labor Code which require every employer to be insured against liability for workers' • compensation or to undertake self-insurance in accordance with the provisions of that code, and I will comply with such provisions before commencing the performance of the work of this contract." 12. For every subcontractor who will perform work on the project, Contractor shall be responsible for such subcontractor's compliance with Chapter 1 and Labor Code Sections 1860 and 3700, and Contractor shall include in the written contract between it and each subcontractor a copy of those statutory provisions and a requirement that each subcontractor shall comply with those statutory provisions. Contractor shall be required to take all actions necessary to enforce such contractual provisions and ensure subcontractor's compliance, including without limitation, conducting a periodic review of the certified payroll records of the subcontractor and upon becoming aware of the failure of the subcontractor to pay his or her workers the specified prevailing rate of wages. Contractor shall diligently take corrective action to halt or rectify any failure. 13. To the maximum extent permitted by law, Contractor shall indemnify, hold harmless and defend (at Contractor's expense with counsel reasonably acceptable to City) City, its elected and appointed officials, officers, employees, agents, servants, and those City agents serving as independent contractors in the role of City officials, and volunteers and against any demand or claim for damages, compensation, fines, penalties or other amounts arising out of or incidental to any acts or omissions listed above by any person or entity (including Contractor, its subcontractors, and each of their officials, officers, employees, agents and servants) in connection with any work undertaken or in connection with the Agreement, including without limitation the payment of all consequential damages, attorneys' fees, and other related costs and expenses. All duties of Contractor under this Section shall survive the termination of the Agreement.