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2400 - Via Transportation Inc - MicroTransit and Hailing Service
Domsign Envelope ID: 763F2894-631 C-44C4-8892-DCA50D493F1B CROSBY STREET TRANSIT, LLC 0 PROFESSIONAL SERVICES AGREEMENT MICRO -TRANSIT AND RIDE -HAILING SERVICES (CROSBY STREET TRANSIT, LLC) 1. PARTIES AND DATE. This Agreement is made and entered into this June 12, 2025, (Effective Date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and CROSBY STREET TRANSIT, LLC A WHOLLY OWNED SUBSIDIARY OF VIA TRANSPORTATION INC., with its principal place of business at 114 5th Avenue (Floors 16 & 17) New York, NY, 10011 ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing Microtransit and Ride -Hailing Services to public clients, is licensed in the State of California and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render Microtransit and Ride -Hailing Services ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the Microtransit and Ride -Hailing services necessary for the City, herein referred to a "Services". The Services are more particularly described in Exhibit "A" and Exhibit "C" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. In the event of a conflict between any Exhibits, they shall be resolved in the following order (i) Exhibit A, (ii) Exhibit C and (iii) Exhibit B. Docusign Envelope ID: 763F2894-631C-4404-B892-DCA50D493F1B CROSBY STREET TRANSIT, LLC 3.1.2 Term. The term of this Agreement shall be for a base term of an eighteen -month period beginning on July 1, 2025, with the option for three, one-year extensions at the sole and absolute discretion of the City, unless earlier terminated as provided herein (the "Base Term'). Consultant shall complete the Services within the term of the Agreement and shall meet any other established schedules and deadlines. 3.2 Responsibilities of Consultant 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. 3.2.5 City's Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant will designate Joe Martin to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. Docusign Envelope ID: 763F2894-631C-44C4-8892-DCA50D493F1B CROSBY STREET TRANSIT, LLC 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including but not limited to the Americans with Disabilities Act (ADA), and all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specified in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and life saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed $1,989,510 per the 18 month contract base term. The City agrees to pay Consultant the fees described in Exhibit A. Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. Docusign Envelope ID: 763F2894-631 C-44C4-8892-DCA50D493F18 CROSBY STREET TRANSIT. LLC 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Consultant is aware of the requirements of California Labor Code Section 1720, et seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, et seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the performance of other requirements on "public works" and "maintenance" project, as defined by the Prevailing Wage Laws, and if the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: After the first thirty (30) days of the term of this agreement, City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least thirty (30) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant for the City in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: Docusign Envelope ID: 763F2894-631C-4404-B892-DCA50D493F1B CROSBY STREET TRANSIT, LLC Crosby Street Transit, LLC 114 5r^ Ave New York NY 10011 JceMartin (8041986-9292 K" City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Attn: Director of Public Works Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in the reports such as but not limited to ridership metrics, fare revenue, vehicle collisions, maintenance logs, complaint logs, call logs, maps, survey responses, and vehicle camera footage prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data'). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All Documents and Data and data provided to Consultant by the City and Riders in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services and to improve its products or services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's 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 reasonable attorney's fees and Docusign Envelope ID: 763F2894-631C-44C4-B892-DCA50D493F1B CROSBY STREET TRANSIT, LLC all costs of such action. 3.5.6 Indemnity 3.5.6.1 Indemnification for Professional Services: Consultant will save harmless and indemnify and at City's request reimburse defense costs for City and all its officers, volunteers, employees, and representatives from and against any and all suits, actions, or claims, of any character whatever, brought for, or on account of, any injuries or damages sustained by any person or property resulting or arising from any negligent or wrongful act, error or omission by Consultant or any of Consultant's officers, agents, employees, or representatives, in the performance of this Agreement, except for such loss or damage arising from CITY's sole negligence or willful misconduct. 3.5.6.2 Indemnification for other Damages: Consultant indemnifies and holds City harmless from and against any claim, action, damages, costs (including, without limitation, attorney's fees), injuries, or liability, arising out of this Agreement, or its performance, except for such loss or damage arising from City's sole negligence or willful misconduct. Should City be named in a suit, or should any claim, be brought against it by suit or otherwise, whether the same be groundless or not, arising out of this Agreement, or its performance, Consultant will defend City (at City's request and with counsel satisfactory to City) and will indemnify CITY for any judgement rendered against it or any sums paid out in settlement or otherwise. 3.5.6.3 Limitation of Liability: Notwithstanding anything to the contrary in this agreement, consultant's total aggregate liability to the City for all claims arising out of or related to this agreement, whether in contract, tort, or otherwise, shall not exceed an amount equal to the total not to exceed amount of the agreement for the first eighteen (18) months. In no event shall Consultant be liable for indirect, consequential, special, exemplary, incidental, or punitive damages, including lost profits or revenue, even if advised of the possibility of such damages. Notwithstanding the foregoing, Contractor's total aggregate liability to the City under its indemnification obligations shall not exceed $10,000,000. 3.5.7 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. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as Docusign Envelope ID: 763F2894-631C-4404-B892-DCA50D493F1B CROSBY STREET TRANSIT, LLC otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Parry Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non- discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's Compensation orto 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. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.8 Prior Approval Required: Consultant shall not subcontract any portion of the work Dowsign Envelope ID: 763F2894-631C-44C4-B892-DCA50D493F1B CROSBY STREET TRANSIT, LLC required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] Docusign Envelope ID: 763F2894-631C-44C4-B892-DCA50D493F1B CROSBY STREET TRANSIT. LLC V Lie �r CITY OF ROSEMEAD Ben Kim, City Manager Attest: - Efteka-Hemand-az, City Clerk Approved as to Form: J1-tG� Rachel Richman, City Attorney uale G � Zs' Da e 6/16/25 Date CROSBY STREET TRANSIT. LLC L�"n"br.By: (A)4e Alex Lavoie Name: Title: Manager [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] By: Name: Title: Docusign Envelope ID: 763F2894-631 C-4404-B892-DCA50D493F1B CROSBY STREET TRANSIT, LLC EXHIBIT A Scope of Work Date: July 1, 2025 1. Purpose: Scope Consultant and City agree to collaborate towards the initiation of City's demand response transit service in Rosemead (as agreed upon by the parties during the planning and design stages of theMicrotransit and Ride Hailing Services ) for 18 months and 3 additional 1 -year options following launch thereof, subject to extension by mutual agreement of the parties. In accordance with the Agreement, Consultant will provide City with Microtransit and Ride Hailing Services to include: • Localization of a proprietary cloud -based dynamic vehicle routing and real-time passenger aggregation system including up to ten authorized users; • Access to the Via mobile rider application (iOS and Android) for individuals using the City's service ("Riders") to book and pay for rides through a smartphone. Pre -booking will be made available for eligible "Rosemead Go Plus" riders; • Access to booking via a dedicated phone line for Riders who do not have access to a smartphone; Access to the Via mobile driver application for drivers to route and service rides through a smartphone or tablet; • Accompanying technical and operational support service; • Marketing and outreach initiatives as described herein; and • Data sharing and reporting as described herein. 2. Duration & Launch Date The Microtransit and Ride Hailing Services shall last for a period of 18 months following the launch date (the "Initial Term"), subject to extension by mutual agreement of the parties on terms to be agreed (including any increase in monthly fees for additional months). City will provide written notice to proceed to Consultant at least 12 weeks prior to service launch. For the avoidance of doubt, notice to proceed can only be written by City once the contract and appendices (including this Service Order) are final and signed, and any necessary local and regulatory approvals have been received or registrations completed. Upon receipt of such written notice to proceed, Consultant will commence local preparation for launch ("Launch Preparation Period"). Service operation will begin on a mutually agreeable date, no earlier than July 1, 2025, unless Consultant and the City define an alternative mutually agreeable date in writing ("Launch Date"). 3. Fees The Fees for the service described in this Order are: Docusign Envelope ID: 763F2894-631 C-44C4-8892-DCA50493F18 CROSBY STREET TRANSIT. LLC The table below outlines the payment structure, in which City would be charged an upfront fee, ongoing monthly fees based on vehicle hours. All regulatory fees related to the service will be charged as a pass- through cost. The Microtransit and Ride Hailing Services shall include a fleet of vehicles as described in Section 4, Service Parameters, subject to extension by mutual agreement of the parties on terms to be agreed (including any change in fees). The total contract value shall not exceed $1,989,510 for the 18 - month contract term as outlined below: City of Rosemead: Via Total Not -to -Exceed Contract Value Total Price (18 - Price per Month Base Vehicle Hour Period) Vehicle Cost $17.13 $462,510 Customer Support $7.43 $200,610 Technology $4.39 $118,530 Other (Field Manager. Central Support Staff. Marketinq. Insurance, etc.' $10.52 $284.040 Note: Pricing excludes all taxes and assumes service hours of M -Sun 6am-8pm. Pricing assumes launch within 4 months of contract signing. Includes IT hosting, technology access, operations support, and other miscellaneous costs. Vehicle Hours Summary: Total Vehicle Hours Included 27,000 Total Vehicle Hours Included (Weekly) 346 Service Hours Summary: Total Implied Service Hours Total Implied Service Hours (Weekly) CONFIDENTIAL 7,644 98 City will be billed for the above fees as described below. Fees assume Launch Date occurs within four months of contract signing. If the Launch Date is delayed beyond four months of contract signing, Consultant may opt to renegotiate the fees. Ongoing Invoice Fees will be billed payable within the first 10 business days of the month for the prior month of service and as further specified below. City shall pay the following fees to Consultant: Fixed (Upfront) Costs City shall pay to Consultant a non-refundable installation fee of $15,000, which will be payable in full upon signing of this Order. Ongoing Invoice Fees City will adhere to the ongoing per -vehicle hour fees as outlined below (the "Monthly Fees'). A vehicle hour is defined as each hour that a driver is paid on the Via platform, from when they log on to their shift until they log off. Effectively, this includes time during which the vehicle is in revenue service, plus deadhead. It excludes driver breaks. Docusign Envelope ID: 763F2894-631C-44C4-B892-DCA50D493F1B CROSBY STREET TRANSIT, LLC 18 month base term vehicle hour rate: $73.13 Consultant will invoice City within the first 10 business days of each month for Monthly Fees incurred in the prior month. The City shall either be responsible to pay fees due based on total number of vehicle hours incurred for the prior service month or for a minimum Monthly Fee of $25,000 per month (the "Minimum Monthly Fees'). All fees set forth herein shall be payable by City on a net forty five basis. If Consultant does not receive timely payment, Consultant may charge the maximum monthly interest allowed by law or one percent, whichever is greater, suspend Consultant's performance and seek cost of collection, including reasonable attorneys' fees. Should City require additional WAV retrofits or vehicle wraps during the contract term, Consultant will bill City as incurred as a pass-through. Consultant will provide City with an invoice statement showing the calculation of the Monthly Fees incurred based on the actual number of vehicle hours that driver performed during that month in the form attached hereto as Appendix 2. The City hereby agrees that the sample invoice form set forth on Appendix 2 is satisfactory to City, both in substance and format, and sufficient to process invoicing such that questions regarding invoice or invoice support format will not delay payment to Consultant. Should changes in applicable federal, state or local law result in a significant change in Consultant's costs, Consultant or City may opt to renegotiate the ongoing monthly fees. Should changes in applicable market dynamics result in an increase in Consultant's cost per hour of 10% or more to any of the following categories, compared to costs at the time of contract signing, Consultant may amend the ongoing on - demand vehicle hour rate accordingly: • Labor (driver pay) • Vehicle rental • Fuel Should Consultant elect to adjust the per vehicle hour rate, supporting documentation of the relevant cost increases will be provided to City, and the contract will be amended to reflect the new Fee structure and per vehicle hour rate so that, at the discretion of the City, either: 1. The total not -to -exceed contract value is adjusted such that the total not -to -exceed number of vehicle hours remains unchanged, or 2. The total not -to -exceed number of vehicle hours is adjusted such that the total not -to -exceed contract value remains unchanged. Fare Revenue City shall collect and own all revenue from service fares, net of service fees, starting upon launch of the service. Consultant can provide a monthly report on all fare transactions as requested by the City. Launch Delay If the Launch Date is delayed [for more than a month] by City for any reason, City shall be responsible for paying Consultant for any actual out of pocket costs incurred by Consultant in preparation for launch (the "Upfront Costs") and a $2,000 monthly technology fee for the cost of maintaining the technology infrastructure for City's deployment during the period of delay (the "Technology Fee'). The Upfront Costs Docusign Envelope ID: 763F2894-631C-44C4-B892-DCA50D493F1B CROSBY STREET TRANSIT. LLC shall be payable within fifteen days from the date City notifies Consultant of the delay and the Technology Fee shall be payable monthly at the beginning of the month in which it is incurred. 4. Service Parameters Consultant will provide access to a platform service (the "Platform") through which Riders will be able to book and pay for rides on a shared and on -demand basis. • Geographic Coverage Zone: • Rosemead Go: Approximately 5.2 square miles coverage zone in Rosemead, CA • Rosemead Go+: Approximately 5.2 square miles coverage zone in Rosemead, CA as well as anywhere within 5 miles of the city limits • Service Days/Hours: Monday through Sunday 6am to 8pm • Rider Fare: The rider fare will be $.50 for the dial -a -ride users and $1 for the general public. During the Base Term, rider fare may be amended by mutual agreement between City and Consultant. • Payment: Consultant will ensure acceptance of Rider payment through the app via credit cards, pre -paid debit cards, and cash. After launch, Consultant and City can explore a possible integration with Tapfrap+. • Vehicle Fleet: a vehicle provider will offer a fleet of up to 5 branded, licensed and insured vehicles, including 3 Wheelchair Accessible Vehicles (WAV). If the branded vehicle fleet is not sufficient to meet service requirements for any reason, Consultant has the flexibility to supplement the fleet with a temporary fleet that would include other makes and models. Such temporary vehicles shall be wrapped and identified by magnets. • Al Dash Cams: Al Dash Cams will be installed in all vehicles and footage may be made available to the City upon request. The City and Consultant will collaboratively explore the use of a TNC Overflow option throughout the Base Term. If deemed necessary, both will execute a contract amendment Consultant will ensure the execution of the necessary registrations and licensing to perform the Services, with the cooperation and assistance of the City. Parking: Consultant shall identify and make available a depot or parking lot with ample overnight parking for the dedicated fleet. The depot/lot must be in a safe and lighted area inside the boundaries of the service zone 5. Project Team & Governance Consultant will be responsible for the integration of all relevant elements of the Microtransit and Ride Hailing Services on a continuous basis during the course of the Microtransit and Ride Hailing Services and will designate a project manager for this purpose (the "Consultant Project Manager') who will lead Consultant's Project Team. City will designate a project manager to be the primary point of contact with Consultant throughout the duration of the Base Term (the "City Project Manager"). The Consultant Project Manager will be in regular contact with the City Project Manager through informal and scheduled project meetings. The Consultant Project Manager will be empowered to enact day-to-day decisions related to the Services and will serve as the primary point of contact with the City Project Manager on an ongoing basis. The Consultant Project Manager will appoint members to the Project Team to assist in the integration of the Docusign Envelope ID: 763F2894-631C-4404-8892-DCA50D493F1B CROSBY STREET TRANSIT. LLC various elements of the Microtransit and Ride Hailing Services , to include personnel with expertise in service scoping, fleet maintenance procurement, marketing, and data analytics. For the avoidance of doubt, the Consultant Project Manager will have no power to serve notice or amend the Agreement, or this Order. Leading up to the launch of, and during the course of the Microtransit and Ride Hailing Services , Consultant's Project Team, led by the Consultant Project Manager, will liaise with the City Project Manager over the key deliverables of this Order and to endeavor to maximize ongoing service optimization. 6. Driver Partner Registration & Supply Management Consultant will ensure that W-2 drivers have appropriate licenses, permits, and insurance required for the type of vehicles being operated. Any recruitment will prioritize the hiring of drivers from the local community. Consultant will be responsible for ensuring that there is adequate driver supply for each service zone within designated hours to meet demand with optimal quality of service, given constraints. Screening & Vetting: Drivers will be required to undergo a robust vetting program which includes: detailed background checks, prior employment verification, road test certification, DMV driving record reviews, criminal record reviews, and a minimum age of 25 years old with at least 5 years of driving experience. Drivers will also be required to undergo testing to ensure English proficiency as well as outstanding customer service skills as part of the application process. Safety & Training: To ensure Drivers provide exceptional service to riders, we will provide them with a training program that covers topics including, but not limited to, safety, incident reporting, ADA -compliance, passenger assistance training, disability sensitivity, anti -harassment, cultural sensitivity, and customer service. Drivers who will be operating wheelchair accessible vehicles also undergo in -vehicle training around wheelchair securement, defensive driving, disability sensitivity, and safety. Monitoring & Compliance: All in service vehicles will be equipped with AI -enhanced technology (typically Samsara or Nauto cameras) that immediately detects unsafe driving behaviors such as phone usage or distracted driving. Additionally, all drivers will be required to regularly undergo ongoing criminal and motor vehicle record checks every 12 months, or at a period specified by City. All drivers will also be mandated to participate in our FTA -compliant drug and alcohol testing program, which includes both pre/post accident testing and random testing incompliance with FTA standards. Drivers will also be continuously evaluated based on Rider feedback, continuous driver record monitoring, and observation by our local field staff. Drivers who are deemed not to be meeting program standards will undergo retraining or in some cases may be removed from the program altogether. The following curriculum modules will be core to training program for these Seervices: - Practicing defensive driving and safely navigating roads - Drug and Alcohol Awareness Training and Policy and Procedures Compliance - Sexual Harassment Awareness & Prevention Training - In -vehicle Wheelchair Securement Training - Local service/market training 7. Rider Support Consultant will ensure the provision of customer service for Riders on issues that arise in connection with use of the Platform. Docusign Envelope ID: 763F2894-631C-44C4-B892-DCA50D493F1B CROSBY STREET TRANSIT. LLC Following each ride, the Rider will be prompted to submit a ride rating with feedback in the app. If an issue arises for a Rider before, during, or after a ride, these parties will be able to reach customer support staff by phone, or by submitting an email ticket, which will be replied to promptly by such customer support staff through Via's global consolidated queues. A phone number will be made available for Rider support including the availability to book rides directly, ask questions about their current ride, and provide feedback about their rider experience. Consultant's customer service team is available to handle Rider inquiries beginning 30 minutes before and continuing 30 minutes after all service hours. We can receive chats or email 24 hours per day, 7 days per week. Consultant's Customer support agents are available to assist Riders via phone, text, in app, and email queues in multiple languages. Direct support is available in English and Spanish, and interpreter services will be made available to accommodate additional languages requested by the city (Chinese (Cantonese and Mandarin), and Vietnamese). Additional languages may be made available as mutually agreed upon in writing. 8. Marketing. Promotions. &Press Consultant shall work closely with City to determine a unified marketing and promotional program that increases community awareness of the service and maximizes its success. The Microtransit and Ride Hailing Services, including the rider app, will be co -branded as "powered by Via". The "powered by Via" banner must be used only in the exact format provided by Consultant, and will be prominent on the rider app and all other mutually agreed upon delivered assets. Consultant may provide pre -approved brand assets and guidelines that must be complied with in all marketing communications distributed by the City. All City -developed content that pertains to Via's brand, technology, and operations must be reviewed and approved in writing (i.e. email) by Consultant before distribution. A minimum of five business days review time must be provided in advance to Consultant for its review. Consultant shall provide marketing strategy for the Microtransit and Ride Hailing Services , including the following activities and tactics: • Develop a marketing plan to guide the overall strategy and tactics to drive Rider awareness, acquisition, and growth. • Design key marketing collateral (print and digital). All marketing material shall be provided in English, Chinese (Simplified), Spanish, and Vietnamese • Design vehicle branding/graphics in coordination with the City. • Create virality by providing an intuitive and frictionless referral program with customizable incentive structures that creates opportunities for Riders to become the service's biggest ambassadors. • Develop street marketing programs such as engaging with local businesses, commuters near major transit hubs and local Metro stops, and community tabling events to effectively drive hyper -local awareness of the service. • Manage digital marketing campaigns such as paid social media ads to build awareness and drive service adoption. • Propose and implement in -app promotional programs such as free ride campaigns and holiday/seasonal promotional campaigns to drive Rider activation, retention, growth. Docusign Envelope ID: 763F2894-631C-44C4-B892-DCA5OD493F1B CROSBY STREET TRANSIT. LLC • City shall assist with the execution of the marketing plan and promotion of the Platform to Riders, and will coordinate closely with Consultant in all respects, including the following activities: • Develop a media relations plan to drive publicity for the service unique to this area, including a press release and kick-off event that is planned in conjunction with Consultant. All key project messaging used for public relations purposes is to be developed in collaboration with Consultant. Any media announcement on the program will be made available for Consultant's review and approval prior to the Launch Date. • Implement community outreach plan by meeting with key organizations and community members ahead of Launch Date and throughout the duration of Base Term to educate, build awareness, and garner support for the service. • Engage with local city leaders and politicians; request support in reaching out to their communities through their own communication channels. The City shall provide Consultant with a detailed marketing plan for the portions of marketing that the City is leading at least 4 weeks before the launch of the service. Consultant and City will work collaboratively to refine the plan as needed. For the avoidance of doubt. Consultant will have the flexibility to execute similar marketing initiatives as the City at its own expense. In such cases, Consultant will coordinate with the City in advance. 9. Data Sharina & Reporting Consultant will share data throughout the entire contract term as set forth in Appendix 1 (the "Data"). The following data shall also be provided, upon written request, fare revenue reporting from our payment processor, dash cam footage, Rider call logs, access to Rider recorded calls, complaint logs from Riders, longitude and latitude data for driver pick up and drop off, ridership data through the Via Operations Center with the included items below, information available to us regarding vehicle collisions, and survey data/responses we collect as part of the community engagement services set forth herein. The Data shall be made available in formatted numerical and graphical reports. For the avoidance of doubt, the information above constitutes proprietary trade secrets of Consultant and Via, and shall be subject to the confidentiality obligations set forth in the Agreement. Dowsign Envelope ID: 763F2894-631C-4404-8892-DCA5OD493F1B CROSBY STREET TRANSIT, LLC Appendix 1 to Service Order Data Sharing Authorized Users - Contract The below exhibit sets forth the members of the City's "Core Team' who are designated authorized users of the Via Solution and program Data. City may have up to ten registered users. Any usage beyond the members of the Core Team shall be discussed and mutually agreed upon between City and Consultant. Exhibit 1. Core Team Title Name Director of Public Works Public Works Fiscal and Project Manager Sam Gutierrez Danielle Garcia Data Sharing Plan - Appendix As part of the service, Consultant will make below data available to members of the City's Core Team, for the purpose of performance tracking and program evaluation. The data to be shared will be available in the Via Operations Center and only available to members of the Core Team identified to require access. Underlying data may not be shared through any other method than Via Operations Center access. The data is considered trade secret by Via. To protect Via's intellectual property and the privacy of Riders, Consultant will provide the following data tables and dashboards in the form of aggregated Via Operations Center reports that will be provided for City's access. These reports will be refreshed daily. The reports are aggregated, de -identified and do not include any personal information of Riders. Section A: STANDARD REPORTING SET Dashboard Data f Graphs provided Top Level Service Operations Metrics • Total ride requests: the total number of attempts by riders to Key service metrics filterable book a ride (or delivery) from an origin to a destination. by time period Docusign Envelope ID: 763F2894-631 C-44C4-8892-DCA50D493F1B CROSBY STREET TRANSIT, LLC • Requests during service hours: "Total ride requests' made during service hours. • Met Demand: the total number of Ride Requests that received a ride proposal. • Met Demand Rate: 'Met Demand' out of 'Total ride requests,' as a percentage. • Completed rides: the total number of riders (including additional passengers) successfully transported. • Completed Rides Rate: 'Completed Rides' out of 'Total ride requests,' as a percentage. • Utilization: the average number of passengers transported per vehicle per hour. Service Operations Metrics Graphs • Met Demand: total number of Ride Requests broken out by met Graphs/visualization of key demand and rides unable to fulfill. metrics by day, week, month, • Detailed Ride Requests Status: A detailed breakdown of the or specific days of the week outcome for each Ride Request (e.g., completed, cancelled, no show) • Utilization: the average number of passengers transported per hour by day Rider Experience Top Level Metrics Snapshot of quality of service • Average Ride Duration: average time in minutes from pickup to and rider experience dropoff (displayed for completed rides only). • Average Ride Rating: average ride rating provided by riders (out of 5 stars). • Average Pickup Walking Distance: walking distance from the origin requested by the rider to the actual pickup location assigned. • Rider Experience Graphs (filterable by day, week, month) • Average Ride Duration • Average Ride Distance • Average Ride Rating • Average Pickup Walking Distance Data Generator: Ride Request Data Columns in Table Table • Request Creation Date Detailed table of every ride • Request Creation Time request made for the service • Request ID • Request Status • Rider ID • Wheelchair Accessible • Number of Passengers 0 Origin Address Docusign Envelope ID: 763F2894-631C44C4-B892-DCA50D493F1B CROSBY STREET TRANSIT, LLC • Origin Latitude • Origin Longitude • Destination Address • Destination Lat • Destination Lng • Ride Price • Ride Distance • Ride Duration (min) Docusign Envelope 10: 763F2894-631C-44C4-8892-DCA50D493F1B CROSBY STREET TRANSIT. LLC CROSBY STREET TRANSIT Via Transportation, Inc. 114 Fifth Ave, Floor 17 New York, NY 10011 United States Bill To City of Rosemead 8838 E Valley Blvd Rosemead, CA 91770 Total Vehicle Hours Please make checks payable to: C-1 P.O. Box 7410493 Chicago, IL 60674- 0493 Appendix 2 Invoice and Data Backup Invoice Date Invoice # Terms Net 45 Due Date PO # Billing Period Total Docusign Envelope ID: 763F2894-631C-44C4-8892-DCA50D493F1B CROSBY STREET TRANSIT, LLC Rosemead -Vehicle Hours Support Support for all invoicing shall be provided using the template below. The table shall include vehicle hours and corresponding vehicle ID per vehicle for each day of the month in which the deployment and such vehicle is in service. This template is standard and will contain the information shown: Sample Vehicle Hours Support File. Docusign Envelope ID: 763F2894-631C-4404-BB92-DCA50D493F1B CROSBY STREET TRANSIT, LLC EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Contractor will maintain insurance in conformance with the requirements set forth below. Contractor will use existing coverage to comply with these requirements. if that existing coverage does not meet the requirements set forth here, Contractor agrees to amend, supplement or endorse the existing coverage to do so. Contractor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Contractor shall provide the following types and amounts of insurance 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, $5,000,000 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. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $5,000,000 combined single limit per accident. If Contractor owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Contractor or Contractor employees will use personal autos in any way on this project, Contractor shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by law with employer's liability limits no less than $1,000,000 per accident or disease. Contractor shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Agency, its officers, agents, employees and volunteers. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Contractor shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer's liability. Such policy or policies shall include the following terms and conditions: A drop down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; Pay on behalf of wording as opposed to reimbursement; Concurrency of effective dates with primary policies; and Policies shall "follow form" to the underlying primary policies. Insureds under primary policies shall also be insureds under the umbrella or excess policies. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Contractor and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of" the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Cyber Liability Insurance. Contractor shall maintain either an endorsement to its general liability policy, or a separate policy of insurance covering cyber liability. Said coverage shall be in the amount of not less than Five Million Dollars ($5,000,000) per occurrence, and Five Million Dollars ($5,000,000) in the aggregate. Docusign Envelope ID: 763F2894-631C-4404-B892-DCA50D493F1B CROSBY STREET TRANSIT, LLC 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. If the Consultant maintains higher limits than the minimums shown above, the Agency requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Agency. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of California and with an A.M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Contractor. Contractor and City agree to the following with respect to insurance provided by Contractor: 1. Contractor agrees to have its insurer endorse the third -party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010. Contractor also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Contractor's employees, or agents, from waiving the right of subrogation prior to a loss. Contractor agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Contractor shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Contractor's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Contractor or deducted from sums due Contractor, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Contractor agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. Docusign Envelope ID: 763F2894-631C-4404-8892-DCA50D493F1B CROSBY STREET TRANSIT, LLC 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Contractor or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self-insurance available to City. 10. Contractor agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Contractor agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Contractors existing coverage includes a deductible or self-insured retention, the deductible or self- insured retention must be declared to the City. At that time the City shall review options with the Contractor, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Contractor will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contractor's insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar act will not limit the obligations of Contractor under this agreement. Contractor expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. 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 limiting or all-inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. Dowsign Envelope ID: 763F2894-631C-44C4-B892-DCA50D493F1B CROSBY STREET TRANSIT, LLC 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. 22. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Docusign Envelope ID: 763F2894-631C-44C4-8892-DCA50D493F1B CROSBY STREET TRANSIT, LLC EXHIBIT C ENCUMBERS CITY ISSUED REQUEST FOR PROPOSAL DOCUMENTS AND CONTRACTOR'S PROPOSAL FOR SERVICE Dowsign Envelope ID: 763F2894-631C-44C4-B892-DCA50D493F1B CROSBY STREET TRANSIT, LLC Docusign Envelope ID: 763F2894-631C-4404-B892-DCA5OD493F1B CITY OF ROSEMEAD REQUEST FOR PROPOSALS (RFP) NO. 2025-01 MICRO -TRANSIT AND RIDE -HAILING SERVICES SUBMITTALS: One PDF proposal submittal through the City of Rosemead Vendor Portal hosted by PlanetBids at https://pbsystem.planetbids.com/portal/54150/portal-home no later than Wednesday, January 29, 2025, at 10:30 a.m. CONTACT PERSON: Amanda Moreno, Senior Management Analyst City of Rosemead 8838 E. Valley Boulevard Rosemead, California 91770 (626) 569-2102 amoreno@cityofrosemead.org PROPOSALS RECEIVED AFTER THE TIME AND DATE STATED ABOVE SHALL NOT BE CONSIDERED. FACSIMILE AND E-MAIL PROPOSALS WILL NOT BE ACCEPTED. INQUIRIES: Direct questions for clarification on Request for Proposal documents to Amanda Moreno, Senior Management Analyst at (626) 569-2102 or amoreno(ftityofrosemead.org MODIFICATIONS: Any modification to this Request for Proposals will be provided to consultants who request notification of any modifications. ISSUANCE DATE: Monday, December 23, 2024 Docusign Envelope ID: 763F2894-631C-4404-8892-DCA50D493FiB City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 A. OVERVIEW The City of Rosemead ("City") is seeking proposals from qualified transportation service providers to replace the City's current public transit services with a flexible and efficient combination of micro -transit and ride -hailing services. This transition aims to enhance accessibility, efficiency, and customer satisfaction in meeting the community's transportation needs, especially in response to changing ridership patterns, economic constraints, and evolving transportation trends. The City may award multiple contracts. The required services and performance conditions are described in the Scope of Services (ATTACHMENT B). B. CURRENT TRANSIT SERVICES The Rosemead Transit system, initiated in the 1980's, provides Dial -A -Ride and community fixed route transit services. Dial -A -Ride service provides advance -reservation, curb -to -curb demand responsive transportation to seniors (55+) and individuals with permanent disabilities within the city, to destinations within 5 miles of the city limits, and for medical appointments to the Kaiser Hospital facility in Baldwin Park and the Huntington Memorial Hospital area in Pasadena. The Explorer operates one bi-directional fixed route service entirely within the city with two buses operating a single route in opposite directions. During the 2023-24 service year, Dial -A -Ride provided approx. 7,000 trips and Explorer provided approx. 48,000 trips, for a total of 55,000 annual passenger trips. Both services operate seven days a week with the use of city owned propane fuel buses. Dial -A -Ride services operates a maximum of two (2) ADA -compliant paratransitvehicles 365 days a year the following days and hours: Weekdays (Monday—Friday): 6:00 am -7:00 pm Weekends (Saturday and Sunday): 6:00 am —7:00 pm Holidays: 8:00 am — 4:00 pm Operations are reduced to one (1) vehicle on these holidays: New Year's Day, Memorial Day, July 4th, Labor Day, Thanksgiving Day, and Christmas Day. Explorer services operates two vehicles 362 days a year during the following hours: Weekdays (Monday — Friday): 5:00 am — 8:00 pm Weekends (Saturday and Sunday): 10:00 am — 5:00 pm Service is suspended on Christmas Day, Thanksgiving Day and New Year's Day. The City finances the Rosemead Transit system through Los Angeles County Proposition A and C Local Return funding and fare revenues. C. ORGANIZATION Rosemead operates under the Council/Manager form of government. The City Council is elected at large to four years, overlapping terms. The Mayor is elected by a majorityvote of the City Council Page 2 of 23 Docusign Envelope ID: 763F2894-631C-44C4-8892-DCA50D493F1B City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 and rotates each year. Overall administration, planning, monitoring and marketing of the system is vested in the City's Public Works Department, under the direction of the Public Works Director. Since the inception of Rosemead Transit, the City has utilized the services of an independent management and operations contractor to provide full "turn -key" management and operation of the system. The City provides only policy direction, general supervision and monitoring of services, service and system planning, marketing support and materials, fare media and qualification of residents to use the City s transit services, which are managed under the direction of the Public Works Director in the Public Works department. Rosemead currently owns seven (7) propane buses that are maintained and operated by the current transit vendor. D. SCOPE OF WORK The purpose of this Request for Proposal (RFP) is to solicit proposals from experienced contractors to manage and operate micro -transit and/or ride -hailing services in the City of Rosemead. The selected provider will be responsible for designing, implementing, and managing a transportation service that can meetthe needs of the city's residents and visitors while maintaining high standards of customer service, safety, and efficiency. For purposes of this RFP, independent contractors interested in submitting proposals are referred to as "contractor". The term of this Professional Service Agreement ("PSA") will be for a base term of eighteen (18) months, plus an option for three (3) one-year extensions, for a total possible contract term of four (4) years and six (6) months. The successful contractor to whom an award is made will be required to enter into a PSA with CITY substantially similar to the draft agreement as attached (ATTACHMENT A). The City may award multiple contracts. 1. City to provide: • Policy direction, general supervision and monitoring of services, service and system planning, marketing support and materials, fare media and qualification of residents to use the City's transit services. 2 Contractor to provide - See ATTACHMENT B. E. PROPOSAL CONTENT/FORMAT & EVALUATION All proposals accepted by the City must be signed by an authorized representative of the company. The submission of the signed proposal will be interpreted to mean that the company has thereby agreed to all conditions, instructions, descriptions and specifications contained herein. All samples submitted by the company in support of its quote shall become the property of the City. The City reserves the right to reject any or all proposals or portions of any or all proposals. Non- compliance with any of the conditions and instructions stated herein may result in the rejection of the proposal. All proposals shall include the following criteria for evaluation: Page 3 of 23 Docusign Envelope ID: 763F2894-631C-44C4-B892-DCA50D493F1B City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 1. Proposal Summary: • A cover letter highlighting key features of the Proposal and an understanding of the project. Name and address of consultant (please include address of local office if applicable). • The principle contact person that the consultant will assign to the Rosemead account. • A separate sheet shall include all the contact people on the Proposal and how to communicate with them. Limit this section to a total of one to three pages including the separate sheet with contact personnel. 2. Profile of the Proposing Contractor: Provide a brief description of your company, including its history and experience in providing micro -transit or ride -hailing services. Specifically, the City is interested in the potential for a long-term service relationship thatwould include financial stability. Include a discussion on the Contractor's financial stability, capacity, and resources. • If applicable, include all other subcontractors participating in this Proposal, including similar information about the subcontractors. Additionally, this section shallincludea listingof any relevant Lawsuit and/or subcontractors' Litigation and the result of that action resultingfrom (a) any public project undertaken bythe contractor or by its subcontractors where litigation is still pending or has occurred within the last five years or (b) any type of project where claims or settlements were paid by the contractor or its insurers within the last fiveyears. 3. Experience of the Contractor: Provide a description of pertinent project experience with other public municipalities (maximum of four) and private sector (maximum of two) that includes a summary of the service model, total cost of contract, ridership levels, and the name, title, and phone numberof agenciesto be contacted for references. 4. Proposed Service Model: • Detailed description of the proposed service model, including technology solutions, vehicle types, scheduling, pricing structure, and customer experience. • This section of the proposal shall establish the Contractor's understanding of the City's objectives and work requirements and the ability to satisfy those objectives and requirements. • Describe the proposed approach for addressing the required service, outlining the approach that would be undertaken in providingthe requested services. • A detailed timeline for launching the service, including milestones and critical deliverables. • Description of the operational framework, including service frequency, scheduling flexibility, and coverage areas. • Include an approach to ensuring safety, accessibility, and environmental Page 4 of 23 Docusign Envelope ID: 763F2894-631C-4404-8892-DCA50D493F1B City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 responsibility in your operations. • Provide proposed performance metrics, includingon-time performance, customer satisfaction, and service reliability. • Define penalties or corrective actions for failure to meet agreed-upon performance levels. • Staffing, driver recruitment, and training plans. • Fleet management strategy and vehicle maintenance plan, if applicable. • Provide a description of a digital platform, such as a user-friendly app for trip booking, real-time tracking, fare payment, and data analytics to continuously optimize service delivery. • Describe how the proposed system will integrate with the City's existing transit services and other third -party platforms, as required. • Include any incentive programs targeted for seniors and disabled persons. 5. Proposal Costs Sheet and Rates: • Provide an all-inclusive fixed monthly service cost to the City, including a breakdown of services proposed. • Outline the payment terms including startup and operating cost, any potential incentives, and cost/revenue-sharing options. • Include the costs for extra services or any other services that are considered optional additions. The City reserves the right to reject any or all proposals. Proposals become the property of the City upon submission. Costs incurred in responding to this RFP are the responsibility of the proposer. F. QUALIFICATIONS The minimum requirements Proposers must meetto be eligible are: • Not having been debarred by Federal, State, or local government. • Current or previous experience operating similar programs in at least two cities. • W2 employees and local -hire plan/program. • Ability to provide ride data and metrics, including map -based data. • A- insurance rating G. PROPOSAL REVIEW Selection will follow these steps: Proposal Review: Upon receiving a satisfactory number of proposals, submissions will be evaluated by the City Manager and his/her designee. If needed, the best -qualified contractors will be invited to participate in an interview. 2. Interview: If needed, a panel consisting of at least two (2) staff members from the City of Rosemead will interview contractors. Page 5 of 23 Docusign Envelope ID: 763F2894-631C-4404-B892-DCA50D493F1B City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 3. Professional Services Agreement: Upon identification of a preferred provider, the Assistant City Manager or his/her designee will request a Professional Services Agreement subject to negotiation of precise work program, terms of payment, and other City requirements. H. DOCUMENT SUBMITTALS The sole source of contact regarding this RFP is Amanda Moreno, Senior Management Analyst at (626) 569-2102 or amorenoC@cityofrosemead.orc. 1. To be considered, electronic proposals must be titled: "Contractor Name RFP - Micro - Transit and Ride -Haling Services and submitted no laterthan 10:00 a.m. on Wednesday. January 29 2024. through the City of Rosemead Vendor Portal hosted by PlanetBids at: https://pbsystem.planetbids.com/portal/54150/portal-home Proposals received after the due date will not be accepted. RFP DEADLINE INFORMATION RFP Available Deadline to Submit Questions at 4pm Q & A Posted on City's Website Deadline to Submit Proposal at 10:30am Interviews (If necessary) Agreement Presented to Council ATTACHMENTS: A. Draft Professional Services Agreement B. Scope of Services DEADLINES Monday, 12/23/2024 Monday, 01/13/2025 Monday, 01 /20/2025 Wednesday, 01/29/2025 Monday—Wednesday, 02/17-02/20/2025 Tuesday, 03/11/2025 (Tentative) Page 6 of 23 Docusign Envelope ID: 763F2894-6310-44C4-BB92-DCA50D493F1B City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 "ATTACHMENT A" DRAFT PROFESSIONAL SERVICES AGREEMENT NAME OF PROJECT (CONTRACTOR NAME) PARTIES AND DATE. This Agreement is made and entered into this INSERT DATE (Effective Date) by and between the City of Rosemead, a municipal organization organized under the laws of the State of California with its principal place of business at 8838 E. Valley Blvd., Rosemead, California 91770 ("City") and CONTRACTOR NAME with its principal place of business at ADDRESS ("Consultant"). City and Consultant are sometimes individually referred to herein as "Party" and collectively as "Parties." 2. RECITALS. 2.1 Consultant. Consultant desires to perform and assume responsibility for the provision of certain professional services required by the City on the terms and conditions set forth in this Agreement. Consultant represents that it is experienced in providing TYPE OF SERVICE to public clients, is licensed in the State of California and is familiar with the plans of City. 2.2 Project. City desires to engage Consultant to render PROJECT SERVICE OR NAME ("Services") as set forth in this Agreement. 3. TERMS. 3.1 Scope of Services and Term. 3.1.1 General Scope of Services. Consultant promises and agrees to furnish to the City all labor, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the TYPE OF SERVICE services necessary for the City, herein referred to a "Services". The Services are more particularly described in Exhibit "A" attached hereto and incorporated herein by reference. All Services shall be subject to, and performed in accordance with, this Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. 3.1.2 Term. The term of this Agreement shall be for a base term of an eighteen -month period from effective date with the option for three, one-year extensions at the sole and absolute discretion of the City, unless earlier terminated as provided herein. Consultant shall complete the Services within the term of the Agreement, and shall meet any other established schedules and deadlines. Page 7 of 23 Dowsign Envelope ID: 763F2894-631C-44C4-B892-DCA50D493F1B City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 3.2 Responsibilities of Consultant. 3.2.1 Control and Payment of Subordinates; Independent Contractor. The Services shall be performed by Consultant or under its supervision. Consultant will determine the means, methods and details of performing the Services subject to the requirements of this Agreement. City retains Consultant on an independent contractor basis and not as an employee. Consultant retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Consultant shall also not be employees of City and shall at all times be under Consultant's exclusive direction and control. Consultant shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Consultant shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers' compensation insurance. 3.2.2 Schedule of Services. Consultant shall perform the Services expeditiously, within the term of this Agreement. Consultant represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Consultant's conformance with the Schedule, City shall respond to Consultant's submittals in a timely manner. Upon request of City, Consultant shall provide a more detailed schedule of anticipated performance to meet the Schedule of Services. 3.2.3 Conformance to Applicable Requirements. All work prepared by Consultant shall be subject to the approval of City. 3.2.4 Substitution of Key Personnel. Consultant has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Consultant may substitute other personnel of at least equal competence upon written approval of City. In the event that City and Consultant cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Consultant at the request of the City. 3.2.5 City's Representative. The City hereby designates the City Manager, or his or her designee, to act as its representative for the performance of this Agreement ("City's Representative"). City's Representative shall have the power to act on behalf of the City for all purposes under this Agreement. Consultant shall not accept direction or orders from any person other than the City's Representative or his or her designee. 3.2.6 Consultant's Representative. Consultant will designate to act as its representative for the performance of this Agreement ("Consultant's Representative"). Consultant's Representative shall have full authority to represent and act on behalf of the Consultant for all purposes under this Agreement. The Consultant's Representative shall supervise and direct the Services, using his/her best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement. 3.2.7 Coordination of Services: Consultant agrees to work closely with City staff in the performance of Services and shall be available to City's staff, consultants and other staff at all reasonable times. 3.2.8 Standard of Care; Performance of Employees: Consultant shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Consultant represents and maintains that it is skilled in the professional calling necessary to perform the Services. Consultant warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Consultant represents that it, its employees and Page 8�f 23 Docusign Envelope ID: 763F2894-631C-4404-B892-DCA50D493F1B City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Consultant shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Consultant's failure to comply with the standard of care provided for herein. 3.2.9 Laws and Regulations. Consultant shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project or the Services, including but not limited to the Americans with Disabilities Act (ADA), and all Cal/OSHA requirements, and shall give all notices required by law. Consultant shall be liable for all violations of such laws and regulations in connection with Services. If the Consultant performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Consultant shall be solely responsible for all costs arising therefrom. Consultant shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations. 3.2.10 Insurance: Consultant shall maintain prior to the beginning of and for the duration of this Agreement insurance coverage as specked in Exhibit B attached to and part of this agreement. 3.2.11 Safety: Contractor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Consultant shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed. Safety precautions as applicable shall include, but shall not be limited to: (A) adequate life protection and fife saving equipment and procedures; (B) instructions in accident prevention for all employees and subcontractors, such as safe walkways, scaffolds, fall protection ladders, bridges, gang planks, confined space procedures, trenching and shoring, equipment and other safety devices, equipment and wearing apparel as are necessary or lawfully required to prevent accidents or injuries; and (C) adequate facilities for the proper inspection and maintenance of all safety measures. 3.3 Fees and Payments. 3.3.1 Compensation. Consultant shall receive compensation, including authorized reimbursements, for all Services rendered under this Agreement and shall not exceed INSERT COST AMOUNT per fiscal year. The City agrees to pay Consultant a fee of INSERT COST AMOUNT WRITTEN ($INSERT NUMBERICAL COST) a month. Extra Work may be authorized in writing, as described below, and will be compensated at the rates and manner set forth in this Agreement. 3.3.2 Payment of Compensation. Consultant shall submit to City a monthly itemized statement which indicates work completed and Services rendered by Consultant. The statement shall describe the amount of Services and supplies provided since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. City shall, within 45 days of receiving such statement, review the statement and pay all approved charges thereon. 3.3.3 Reimbursement for Expenses: Consultant shall not be reimbursed for any expenses unless authorized in writing by City. 3.3.4 Extra Work: At any time during the term of this Agreement, City may request that Consultant perform Extra Work. As used herein, "Extra Work" means any work which is determined by City to be necessary for the proper completion of the Project, but which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Consultant shall not perform, nor be compensated for, Extra Work without written authorization from City's Representative. 3.3.5 Prevailing Wages: Consultant is aware of the requirements of California Labor Code Section 1720, at seq., and 1770, et seq., as well as California Code of Regulations, Title 8, Section 1600, at seq., ("Prevailing Wage Laws"), which require the payment of prevailing wage rates and the Page 9 of 23 Docusign Envelope ID: 763F2894-631 C-44C4-B892-DCA50D493F1B City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 performance of other requirements on "public works" and "maintenance" project, as defined by the Prevailing Wage Laws, and 9 the total compensation is $1,000 or more, Consultant agrees to fully comply with such Prevailing Wage Laws. City shall provide Consultant with a copy of the prevailing rates of per diem wages in effect at the commencement of this Agreement. Consultant shall make copies of the prevailing rates of per diem wages for each craft; classification or type of worker needed to execute the Services available to interested parties upon request, and shall post copies at the Consultant's principal place of business and at the project site. Consultant shall defend, indemnify and hold the City, its elected officials, officers, employees and agents free and harmless from any claim or liability arising out of any failure or alleged failure to comply with the Prevailing Wage Laws. 3.4 Accounting Records. 3.4.1 Maintenance and Inspection: Consultant shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Consultant shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement. 3.5 General Provisions. 3.5.1 Termination of Agreement. 3.5.1.1 Grounds for Termination: City may, by written notice to Consultant, terminate the whole or any part of this Agreement at any time and without cause by giving written notice to Consultant of such termination, and specifying the effective date thereof, at least seven (7) days before the effective date of such termination. Upon termination, Consultant shall be compensated only for those services which have been adequately rendered to City, and Consultant shall be entitled to no further compensation. Consultant may not terminate this Agreement except for cause. 3.5.1.2 Effect of Termination: If this Agreement is terminated as provided herein, City may require Consultant to provide all finished or unfinished Documents/ Data and other information of any kind prepared by Consultant in connection with the performance of Services under this Agreement. Consultant shall be required to provide such document and other information within fifteen (15) days of the request. 3.5.1.3 Additional Services: In the event this Agreement is terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated. 3.5.2 Delivery of Notices. All notices permitted or required under this Agreement shall be given to the respective parties at the following address, or at such other address as the respective parties may provide in writing for this purpose: CONSULTANT: NAME ADDRESS Attn: a. - City City of Rosemead 8838 E. Valley Boulevard Rosemead, CA 91770 Attn' Director of Public Works Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the party Page 10 of 23 Docusign Envelope ID: 763F2894-631C-44C4-B892-DCA50D493F1B City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service. 3.5.3 Ownership of Materials and Confidentiality. 3.5.3.1 Documents & Data; Licensing of Intellectual Property: This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("Documents & Data'). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to Documents & Data which were prepared by design professionals other than Consultant or provided to Consultant by the City. City shall not be limited in any way in its use of the Documents and Data at any time, provided that any such use not within the purposes intended by this Agreement shall be at City's sole risk. 3.5.3.2 Confidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program data, input record data, written information, and other Documents and Data either created by or provided to Consultant in connection with the performance of this Agreement shall be held confidential by Consultant. Such materials shall not, without the prior written consent of City, be used by Consultant for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Consultant which is otherwise known to Consultant or is generally known, or has become known, to the related industry shall be deemed confidential. Consultant shall not use City's name or insignia, photographs of the Project, or any publicity pertaining to the Services or the Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City. 3.5.4 Cooperation; Further Acts: The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement. 3.5.5 Attorney's 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 reasonable attorney's fees and all costs of such action. 3.5.6 Indemnification: To the fullest extent permitted by law, Consultant shall defend, indemnify and hold the City, its officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any manner arising out of or incident to any alleged acts, omissions or willful misconduct of Consultant, its officials, officers, employees, agents, consultants and contractors arising out of or in connection with the performance of the Services, the Project or this Agreement, including without limitation the payment of all consequential damages and attorneys fees and other related costs and expenses. Consultant shall defend, at Consultant's own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers. Consultant shall pay and satisfy any judgment, award or decree that may be rendered against City or its directors, officials, officers, employees, agents or volunteers, in any such suit, action or other legal proceeding. Consultant shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Consultant's obligation to indemnify shall not be restricted to insurance proceeds, if any, received by the City, its directors, officials officers, employees, agents or volunteers. Page 11 of 23 Docusign Envelope ID: 763F2894-631C-4404-B892-DCA50D493F1B City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 3.5.7 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. 3.5.8 Governing Law: This Agreement shall be governed by the laws of the State of California. Venue shall be in Los Angeles County. 3.5.9 Time of Essence: Time is of the essence for each and every provision of this Agreement. 3.5.10 City's Right to Employ Other Consultants: City reserves right to employ other consultants in connection with this Project. 3.5.11 Successors and Assigns: This Agreement shall be binding on the successors and assigns of the parties. 3.5.12 Assignment or Transfer: Consultant shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any interest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. 3.5.13 Construction; References; Captions: Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Consultant include all personnel, employees, agents, and subcontractors of Consultant, except as otherwise specified in this Agreement. All references to City include its elected officials, officers, employees, agents, and volunteers except as otherwise specified in this Agreement. The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement. 3.5.14 Amendment; Modification: No supplement, modification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties. 3.5.15 Waiver: No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or condition. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise. 3.5.16 No Third Party Beneficiaries: There are no intended third party beneficiaries of any right or obligation assumed by the Parties. 3.5.17 Invalidity; Severability: If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect. 3.5.18 Prohibited Interests: Consultant maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Consultant, to solicit or secure this Agreement. Further, Consultant warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Consultant, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. Consultant further agrees to file, or shall cause its employees or subconsultants to file, a Statement of Economic Interest with the City's Filing Officer as required under state law in the performance of the Services. For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. Page 12 of 23 Docusign Envelope ID: 763F2894-631 C-44C4-6892-DCA50D493FiB City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 3.5.19 Equal Opportunity Employment: Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Such non- discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. Consultant shall also comply with all relevant provisions of City's Minority Business Enterprise program, Affirmative Action Plan or other related programs or guidelines currently in effect or hereinafter enacted. 3.5.20 Labor Certification: By its signature hereunder, Consultant certifies that it is aware of the provisions of Section 3700 of the California Labor Code which require every employer to be insured against liability for Worker's 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. 3.5.21 Authority to Enter Agreement: Consultant has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party. 3.5.22 Counterparts: This Agreement may be signed in counterparts, each of which shall constitute an original. 3.6 Subcontracting. 3.6.1 Prior Approval Required: Consultant shall not subcontract any portion of the work required by this Agreement, except as expressly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement. [Signatures on next page] Page 13 of 23 Docusign Envelope ID: 763F2894-631C-44C4-B892-DCA50D493F1B City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 CITY OF ROSEMEAD Ben Kim, City Manager Attest: Ericka Hernandez, City Clerk Approved as to Form: Rachel Richman City Attorney CONSULTANT By: Date Name: Title: Date [If Corporation, TWO SIGNATURES, President OR Vice President AND Secretary, AND CORPORATE SEAL OF CONTRACTOR REQUIRED] By: Name: Date Title: Page 14 of 23 Docusign Envelope ID: 763F2894-631C-44C4-B892-DCA50D493F1B City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 EXHIBIT A ENCUMBERS CITY ISSUED REQUEST FOR PROPOSAL DOCUMENTS ANDCONTRACTOR'S PROPOSAL FOR SERVICES Page 15 of 23 Docusign Envelope ID: 763F2894-631C44C4-B892-DCA50D493F1B City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 EXHIBIT B INSURANCE REQUIREMENTS Prior to the beginning of and throughout the duration of the Work, Contractor will maintain insurance in conformance with the requirements set forth below. Contractor will use existing coverage to comply with these requirements. If that existing coverage does not meet the requirements set forth here, Contractor agrees to amend, supplement or endorse the existing coverage to do so. Contractor acknowledges that the insurance coverage and policy limits set forth in this section constitute the minimum amount of coverage required. Any insurance proceeds available to City in excess of the limits and coverage required in this agreement and which is applicable to a given loss, will be available to City. Contractor shall provide the following types and amounts of insurance: 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, $5,000,000 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. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $5,000,000 combined single limit per accident. If Contractor owns no vehicles, this requirement may be satisfied by a non -owned auto endorsement to the general liability policy described above. If Contractor or Contractor employees will use personal autos in any way on this project, Contractor shall provide evidence of personal auto liability coverage for each such person. Workers Compensation on a state -approved policy form providing statutory benefits as required by lawwith employer's liability limits no less than $1,000,000 per accident or disease. Contractor shall submit to Agency, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of Agency, its officers, agents, employees and volunteers. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Contractor shall obtain and maintain an umbrella or excess liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer's liability. Such policy or policies shall include the following terms and conditions: A drop down feature requiring the policy to respond if any primary insurance that would otherwise have applied proves to be uncollectible in whole or in part for any reason; Pay on behalf of wording as opposed to reimbursement; Concurrency of effective dates with primary policies; and Policies shall "follow form" to the underlying primary policies. Insureds under primary policies shall also be insureds under the umbrella or excess policies. Professional Liability or Errors and Omissions Insurance as appropriate shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Contractor and "Covered Professional Services" as designated in the policy must specifically include work performed under this agreement. The policy limit shall be no less than $1,000,000 per claim and in the aggregate. The policy must "pay on behalf of the insured and must include a provision establishing the insurer's duty to defend. The policy retroactive date shall be on or before the effective date of this agreement. Cyber Liability Insurance. Contractor shall maintain either an endorsement to its general liability policy, or a separate policy of insurance covering cyber liability. Said coverage shall be in the amount of not less than Five Million Dollars ($5,000,000) per occurrence, and Five Million Dollars ($5,000,000) in the aggregate. Page 16 of 23 Docusign Envelope ID: 763F2894-631C-44C4-8892-DCASOD493FiB City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 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. If the Consultant maintains higher limits than the minimums shown above, the Agency requires and shall be entitled to coverage for the higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the Agency. Insurance procured pursuant to these requirements shall be written by insurers that are admitted carriers in the state of Califomia and with an A. M. Bests rating of A- or better and a minimum financial size VII. General conditions pertaining to provision of insurance coverage by Contractor. Contractor and City agree to the following with respect to insurance provided by Contractor: 1. Contractor agrees to have its insurer endorse the third -party general liability coverage required herein to include as additional insureds City, its officials, employees and agents, using standard ISO endorsement No. CG 2010. Contractor also agrees to require all contractors, and subcontractors to do likewise. 2. No liability insurance coverage provided to comply with this Agreement shall prohibit Contractor, or Contractor's employees, or agents, from waiving the right of subrogation prior to a loss. Contractor agrees to waive subrogation rights against City regardless of the applicability of any insurance proceeds, and to require all contractors and subcontractors to do likewise. 3. All insurance coverage and limits provided by Contractor and available or applicable to this agreement are intended to apply to the full extent of the policies. Nothing contained in this Agreement or any other agreement relating to the City or its operations limits the application of such insurance coverage. 4. None of the coverages required herein will be in compliance with these requirements if they include any limiting endorsement of any kind that has not been first submitted to City and approved of in writing. 5. No liability policy shall contain any provision or definition that would serve to eliminate so-called "third party action over" claims, including any exclusion for bodily injury to an employee of the insured or of any contractor or subcontractor. 6. All coverage types and limits required are subject to approval, modification and additional requirements by the City, as the need arises. Contractor shall not make any reductions in scope of coverage (e.g. elimination of contractual liability or reduction of discovery period) that may affect City's protection without City's prior written consent. 7. Proof of compliance with these insurance requirements, consisting of certificates of insurance evidencing all of the coverages required and an additional insured endorsement to Contractor's general liability policy, shall be delivered to City at or prior to the execution of this Agreement. In the event such proof of any insurance is not delivered as required, or in the event such insurance is canceled at any time and no replacement coverage is provided, City has the right, but not the duty, to obtain any insurance it deems necessary to protect its interests under this or any other agreement and to pay the premium. Any premium so paid by City shall be charged to and promptly paid by Contractor or deducted from sums due Contractor, at City option. 8. Certificate(s) are to reflect that the insurer will provide 30 days notice to City of any cancellation of coverage. Contractor agrees to require its insurer to modify such certificates to delete any exculpatory wording stating that failure of the insurer to mail written notice of cancellation imposes no obligation, or that any party will "endeavor" (as opposed to being required) to comply with the requirements of the certificate. Page 17 of 23 Docusign Envelope ID: 763F2894-631C-44C4-B892-DCA50D493F1B City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 9. It is acknowledged by the parties of this agreement that all insurance coverage required to be provided by Contractor or any subcontractor, is intended to apply first and on a primary, noncontributing basis in relation to any other insurance or self-insurance available to City. 10. Contractor agrees to ensure that subcontractors, and any other party involved with the project who is brought onto or involved in the project by Contractor, provide the same minimum insurance coverage required of Contractor. Contractor agrees to monitor and review all such coverage and assumes all responsibility for ensuring that such coverage is provided in conformity with the requirements of this section. Contractor agrees that upon request, all agreements with subcontractors and others engaged in the project will be submitted to City for review. 11. Contractor agrees not to self -insure or to use any self-insured retentions or deductibles on any portion of the insurance required herein and further agrees that it will not allow any contractor, subcontractor, Architect, Engineer or other entity or person in any way involved in the performance of work on the project contemplated by this agreement to self -insure its obligations to City. If Contractor's existing coverage includes a deductible or self-insured retention, the deductible or self-insured retention must be declared to the City. At that time the City shall review options with the Contractor, which may include reduction or elimination of the deductible or self-insured retention, substitution of other coverage, or other solutions. 12. The City reserves the right at any time during the term of the contract to change the amounts and types of insurance required by giving the Contractor ninety (90) days advance written notice of such change. If such change results in substantial additional cost to the Contractor, the City will negotiate additional compensation proportional to the increased benefit to City. 13. For purposes of applying insurance coverage only, this Agreement will be deemed to have been executed immediately upon any party hereto taking any steps that can be deemed to be in furtherance of or towards performance of this Agreement. 14. Contractor acknowledges and agrees that any actual or alleged failure on the part of City to inform Contractor of non-compliance with any insurance requirement in no way imposes any additional obligations on City nor does it waive any rights hereunder in this or any other regard. 15. Contractor will renew the required coverage annually as long as City, or its employees or agents face an exposure from operations of any type pursuant to this agreement. This obligation applies whether or not the agreement is canceled or terminated for any reason. Termination of this obligation is not effective until City executes a written statement to that effect. 16. Contractor shall provide proof that policies of insurance required herein expiring during the term of this Agreement have been renewed or replaced with other policies providing at least the same coverage. Proof that such coverage has been ordered shall be submitted prior to expiration. A coverage binder or letter from Contractors insurance agent to this effect is acceptable. A certificate of insurance and/or additional insured endorsement as required in these specifications applicable to the renewing or new coverage must be provided to City within five days of the expiration of the coverages. 17. The provisions of any workers' compensation or similar actwill not limit the obligations of Contractor under this agreement. Contractor expressly agrees not to use any statutory immunity defenses under such laws with respect to City, its employees, officials and agents. 18. Requirements of specific coverage features or limits contained in this section are not intended as limitations on coverage, limits or other requirements nor as a waiver of any coverage normally provided by any given policy. 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 limiting or all-inclusive. 19. These insurance requirements are intended to be separate and distinct from any other provision in this agreement and are intended by the parties here to be interpreted as such. Page 18 of 23 Docusign Envelope ID: 763F2894-631 C-4404-B892-DCA50D493F1 B City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 20. The requirements in this Section supersede all other sections and provisions of this Agreement to the extent that any other section or provision conflicts with or impairs the provisions of this Section. 21. Contractor agrees to be responsible for ensuring that no contract used by any party involved in any way with the project reserves the right to charge City or Contractor for the cost of additional insurance coverage required by this agreement. Any such provisions are to be deleted with reference to City. It is not the intent of City to reimburse any third party for the cost of complying with these requirements. There shall be no recourse against City for payment of premiums or other amounts with respect thereto. 22. Contractor agrees to provide immediate notice to City of any claim or loss against Contractor arising out of the work performed under this agreement. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve City. Page 19 of 23 Docusign Envelope ID: 763F2894-631C-44C4-B892-DCA50D493FiB City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 "ATTACHMENT B" CITY OF ROSEMEAD—SCOPE OF SERVICES Each contractor's proposed transit model is to replace our current transit services. All proposals submitted shall be for complete turnkey management and operation of micro -transit and/or ride- hailingservices in the City, meaning nothing remains to be purchased, provided or supplied by City, other than as noted within the provisions of this RFP. The City would like to maintain as many aspects of our current transit services, as detailed below. Dial -a -Ride services: • Designate at minimum 2 vehicles for DAR services. • Advance reservation (14 days) or similar. • All vehicles must be ADA compliant. • Operate 365 days a year. The City reserves the right to direct the operation of reduced levels of service on unofficial holidays and during holiday periods. • Provide service within the city limits and to destinations within 5 miles of the city limits and for medical appointments to the Kaiser Hospital facility in Baldwin Park and the Huntington Memorial Hospital area in Pasadena. Explorer Fixed route: • One vehicle to provide fixed route service for our current route. • All vehicles must be ADA compliant. If the contractor cannot provide one of the provisions listed above, the transit model or service proposed should attemptto maintain the same level of service forthe ridership levels reported in 2023-2024. The selected contractor will be expected to deliver the following services: 1. Service Model Development: o Propose a flexible and scalable micro -transit and/or ride -hailing model tailored to support current ridership levels and specify the maximum ridership capacity of the proposed model. o Address all areas of the city with coverage optimized based on demand and identify underserved areas where services could be expanded. o Propose how services will operate (e.g., scheduled rides, on -demand, fixed -route hybrid) to enhance convenience and accessibility. 2. Technology and App Integration: o Provide an integrated digital platform (web/mobile app) that allows residents to book rides, track vehicles, and make payments. Page�O of 23 Docusign Envelope ID: 763F2894-631C-4404-B892-DCA50D493FiB City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 o Provide real-time updates to riders about service availability and expected pick-up times. o Offer contactless payment options and accommodate multiple payment methods (credit cards, mobile wallets, etc.). 3. Fleet and Vehicles: o Provide a 100% electric fleet of vehicles that meets the city's transportation needs, including vehicle types (sedans, vans, electric vehicles, etc.) and size options for various group sizes. o At minimum, include two ADA -compliant vehicles to accommodate passengers with physical disabilities and/or who rely on assisted -mobility devices. o Ensure the fleet is well-maintained, reliable, and equipped with accessibility features (e.g., ADA -compliant vehicles). o Describe the sustainability and environmental impact of the proposed fleet. 4. Service Hours and Operations: o Offer daily services that accommodate the hours of operation offered through our current transit services. o Propose an efficient scheduling and dispatching system to minimize wait times and improve ride availability. o Service hours and area may be adjusted according to demand once the services are underway, contingent upon approval by the City. The City and contractor(s) will work together to determine service hours, optimal routes, and service area boundaries. 5. Safety and Accessibility: o Ensure all vehicles comply with California state safety standards. o Provide services that are fully accessible to people with disabilities, including ADA - compliant vehicles and processes ensuring adherence to provisions of service requirements of the Americans with Disabilities Act [37 CFR Subpart G, Sections 37.161 through 37.167] including, but not limited to: • Maintenance of accessible features. • Keeping vehicle lifts in operative condition. • Lift and securement use. ■ Assisting individuals with disabilities in use of securement systems, ramps and Lifts. Page 21 of 23 Docusign Envelope ID: 763F2894-631C-44C4-B892-DCA50D493F1B City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 • Permitting individuals who do not use wheelchairs, including standees, to use a vehicle's lift or ramp to enter the vehicle. • Announcing of stops on fixed route buses. • Permitting service animals to accompany individuals with disabilities in vehicles and facilities. • Making available adequate information concerning transportation services in accessible formats or technology. • Not prohibiting an individual with a disability from traveling with a respirator or portable oxygen supply. ■ Ensuring that adequate time is allowed for individuals with disabilities to complete boarding or disembarking from the vehicle. o Implement safety protocols for drivers, including background checks, training, and regular vehicle inspections. 6. Customer Service: o Provide 24/7 customer support services via phone, chat, or email. o Establish a process for riders to submit feedback, complaints, or concerns. 7. Employee Selection and Supervision: o Be responsible for the employment and supervision of all employees necessary to perform Transit operations. Such responsibilities shall include employee recruitment, screening, selection, training, supervision, employee relations, evaluation, discipline, retention and termination. o Use appropriate driver screening and selection criteria in orderto employ drivers. These criteria will include Department of Motor Vehicles license check and physical examination sufficient to meet all applicable requirements for Transit vehicle operations. o Develop, implement, and maintain an employee substance abuse/alcohol abuse - testing program for all employees in safety -sensitive positions including personnel engaged in the operation, maintenance and control of Rosemead Transit vehicles and equipment. Such program will meet all applicable federal requirements promulgated to implement the Omnibus Transportation Employee Test Act of 1991 and related supplements and amendments. o Make all reasonable efforts to ensure that employees having contact with the public in the course of their duties are of good moral character. Any such employee who is convicted of a felony or a crime involving moral turpitude before or during the time of Page 22 of 23 Docusign Envelope ID: 763F2894-631C44C4-B892-DCA50D493FiB City of Rosemead — Micro -Transit and Ride -Hailing Services Request for Proposal No. 2025-01 his/her employment shall not be permitted to continue operating Rosemead Transit services. o Shall at all times comply with applicable state and federal employment laws, including section 1735 of the California Labor Code and Title VI of the Civil Rights Act of 1964, as amended. 8. Data Analytics and Reporting: o Provide regular reports on service usage, ridership trends, customer feedback, and other key performance indicators (KPIs). o Share data and insights that can help improve service planning and operational efficiency. 9. Marketing and Outreach: o Develop and execute a marketing plan to promote the new service, including digital, print, and community engagement initiatives. o Work with the City to ensure a smooth public launch and maintain ongoing awareness efforts. 10. Transition Plan: o Provide a clear transition plan to ensure minimal disruption as Rosemead phases out current transit services. o Ensure seamless coordination with existing public transportation services, including integration with nearby transit networks. Page 23 of 23 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION$$ PER OTH- STATUTE E R E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ E.L. DISEASE - POLICY LIMIT $ If yes, describe under DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Companies, LLC DBA Lockton Insurance Brokers, LLC in CA CA license #0F15767 8110 E Union Ave., Ste. 100 Denver CO 80237 denver-certs@lockton.com Via Transportation, Inc 114 5th Avenue, Floor 17 New York, NY 10011 Lloyd's of London The North River Insurance Company 21105 Pacific Insurance Company, Ltd.10046 X X 1,000,000 100,000 5,000 1,000,000 10,000,000 10,000,000 X X 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X 5,000,000 5,000,000 XXXXXXX N X 1,000,000 1,000,000 1,000,000 A 57 YR2 OH8429 11/1/2024 11/1/2025 A 57 YR3 OH8428 11/1/2024 11/1/2025 B B1881S240791 11/1/2024 11/1/2025 C 408-747742-2 11/1/2024 11/1/2025 11/1/2025 1546310 Y Y Y Y Y Y Y 5/16/2025 21829092 21829092 XXXXXXX The City of Rosemead 8838 E. Valley Boulevard Rosemead CA 91770 Waiver of Subrogation applies in favor of the Additional Insured, its officers, agents, employees and volunteers as respects General, Auto, and Umbrella Liability, and Workers Comp if required by written contract, where permissible by law. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. Contractor shall obtain and maintain an umbrella or excess. 30 day Notice of Cancellation applies for the attached endorsement or policy language. X See Attachments CONTINUATION DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/EXCLUSIONS ADDED BY ENDORSEMENT/SPECIAL PROVISIONS (Use only if more space is required) ACORD 25 (2016/03) liability insurance policy with limits that will provide bodily injury, personal injury and property damage liability coverage at least as broad as the primary coverages set forth above, including commercial general liability, automobile liability, and employer’s liability. Business Auto Coverage on ISO Business Auto Coverage form CA 00 01 including symbol 1 (Any Auto) or the exact equivalent. Limits are subject to review, but in no event to be less that $5,000,000 combined single limit per accident. If Contractor owns no vehicles, this requirement may be satisfied by a non-owned auto endorsement to the general liability policy described above. If Contractor or Contractor employees will use personal autos in any way on this project, Contractor shall provide evidence of personal auto liability coverage for each such person. Certificate Holder ID: 21829092 The City of Rosemead 8838 E. Valley Boulevard Rosemead CA 91770 To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless delivery of Certificates of Insurance, thus this is your final hard-copy delivery. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 21829092. Email: mountainwestedelivery@lockton.com Phone: 303-728-8060 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox and phone number is for automating electronic delivery of certificates only. Please do NOT send future certificate requests to this inbox or contact the phone number below with email updates. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Companies Lockton Companies 8110 E. Union Avenue, Suite 100 Denver, CO 80237 Attachment Code: D644713 Master ID: 1546310, Certificate ID: 21829092 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 WC POLICY NUMBER: 408-747742-2 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 % of the California workers' compensation premium otherwise due on such remuneration. SCHEDULE PERSON OR ORGANIZATION ANY PERSON OR ORGANIZATION WITH WHOM OR WITH WHICH YOU HAVE AGREED IN A WRITTEN CONTRACT TO WAIVE YOUR RIGHT OF RECOVERY AGAINST, PROVIDED SUCH WRITTEN CONTRACT: 1.IS CURRENTLY IN EFFECT OR WILL BECOME EFFECTIVE DURING THE TERM OF THIS POLICY; AND 2. WAS EXECUTED AND BECAME EFFECTIVE PRIOR TO THE OCCURRENCE OF THE INJURY COVERED BY THIS POLICY. THIS FORM ONLY APPLIES IN CA. JOB DESCRIPTION SEE WORDING UNDER PERSON OR ORGANIZATION 1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. From the WCIRB's California Workers' Compensation Insurance Forms Manual 1999. Attachment Code: D651818 Certificate ID: 21829092 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGES Policy Change 2 Number POLICY NUMBER 57 YR2 OH8429 POLICY CHANGES EFFECTIVE 11/1/2024 COMPANY Pacific Insurance Company, Ltd. NAMED INSURED The City of Rosemead 8838 E Valley Boulevard Rosemead CA 91770 AUTHORIZED REPRESENTATIVE Susan L. Castaneda COVERAGE PARTS AFFECTED Business Auto Coverage Part CHANGES The following endorsement is added: CA 04 44 10 13 Waiver of Transfer of Rights Against Others to Us Authorized Representative Signature IL 12 01 11 85 Copyright, Insurance Services Office, Inc., 1983 Page 1 of 1 Copyright, ISO Commercial Risk Services, Inc., 1983 Attachment Code: D651816 Certificate ID: 21829092 POLICY NUMBER: 57 YR2 OH8429 COMMERCIAL AUTO CA 04 44 10 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Via Transportation, Inc Endorsement Effective Date:11/1/2024 SCHEDULE Name(s) Of Person(s) Or Organization(s): The City of Rosemead 8838 E Valley Boulevard Rosemead CA 91770 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident" or the "loss" under a contract with that person or organization. CA 04 44 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 Attachment Code: D651816 Certificate ID: 21829092 POLICY NUMBER: 57 YR3 OH8428 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Blanket, as required per written contract executed prior to a loss. The City of Rosemead 8838 E Valley Boulevard Rosemead CA 91770 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Sec- tion IV – Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products-completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 Attachment Code: D651819 Certificate ID: 21829092 IL 12 01 11 85 Copyright, Insurance Services Office, Inc., 1983 Page 1 of 1 o POLICY CHANGES Policy Change Number 19 POLICY NUMBER POLICY CHANGES COMPANY EFFECTIVE 57 YR3 OH8428 11/1/2024 Pacific Insurance Company, Ltd. NAMED INSURED AUTHORIZED REPRESENTATIVE The City of Rosemead 8838 E Valley Boulevard Rosemead CA 91770 Susan L. Castaneda COVERAGE PARTS AFFECTED Commercial General Liability CHANGES The following endorsement is deleted and replaced: •CG 20 26 04 13 Additional Insured – Designated Person or Organization Authorized Representative Signature Copyright, ISO Commercial Risk Services, Inc., 1983 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Attachment Code: D655714 Certificate ID: 21829092 POLICY NUMBER: 57 YR3 OH8428 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): The City of Rosemead 8838 E Valley Boulevard Rosemead CA 91770 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. © 2023 by The Hartford. Classification: Company Confidential. No part of this document may be reproduced, published, or used without the permission of The Hartford. Attachment Code: D655714 Certificate ID: 21829092 Attachment Code: D655714 Certificate ID: 21829092 IL 12 01 11 85 Copyright, Insurance Services Office, Inc., 1983 Page 1 of 1 o POLICY CHANGES Policy Change Number 20 POLICY NUMBER POLICY CHANGES COMPANY EFFECTIVE 57 YR2 OH8429 11/1/2024 Pacific Insurance Company, Ltd. NAMED INSURED AUTHORIZED REPRESENTATIVE The City of Rosemead 8838 E Valley Boulevard Rosemead CA 91770 Susan L. Castaneda COVERAGE PARTS AFFECTED Business Auto Coverage Part CHANGES The following endorsement is deleted and replaced: •YR 20 03 01 21 Additional Insured – Scheduled Organization Authorized Representative Signature Copyright, ISO Commercial Risk Services, Inc., 1983 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Attachment Code: D655715 Certificate ID: 21829092 POLICY NUMBER: 57 YR2 OH8429 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED – SCHEDULED ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SCHEDULE NCai t ymoef oCfhAi cdadgioti/oBnAaClPInsured Organization(s): The City of Rosemead 8838 E Valley Boulevard Rosemead CA 91770 A.SECTION II – COVERED AUTOS LIABILITY COVERGE, A. Coverage, 1. Who Is An Insured is amended to include as an additional "insured" the organization(s) shown in the SCHEDULE above, only if required by a written contract or agreement between you and the additional “insured” executed prior to a loss, but only with respect to their legal liability for acts or omissions of a person for whom Liability Coverage is afforded under this policy. However: Form YR 20 03 01 21 Page 1 of 2 © 2021, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Attachment Code: D655715 Certificate ID: 21829092 1.the insurance afforded to such additional “insured” will not be broader than that which you are required by the written contract or agreement to provide for such additional “insured”; and 2.the insurance afforded to such additional “insured” only applies to the extent permitted by law. B.With respect to the insurance afforded to these additional “insureds”, the following is added to SECTION II – COVERED AUTOS LIABILITY COVERAGE, C. Limits Of Insurance: The most we will pay on behalf of the additional “insured” is the amount of insurance: 1.required by the written contract or agreement; or 2.available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations available for any “accident” to any “insured”. All other terms, conditions, and exclusions of the policy remain unchanged. Form YR 20 03 01 21 Page 2 of 2 © 2021, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Attachment Code: D655715 Certificate ID: 21829092 GATE IMWDDNYYY) CERTIFICATE OF LIABILITY INSURANCE n,G s/tA/,N,s THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer riahts to the certificate holder in lieu of such endorsement(s). PRODUCER Lockton Companies, LLC DBA Lockton Insurance Brokers, LLC in CA CA license #01715767 8110 E Union Ave., Ste. 100 Denver CO 80237 INSURED Via Transportation, Inc 1546310 114 5th Avenue, Floor 17 New York, NY 10011 COVERAGES CERTIFICATE NUMBER: 21 R79092 REVISION NUMBER: XXXXXXX THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES, LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR TYPE OF INSURANCE AODL SUBR POLICY NUMBER POLICY DDYEFF MMMMVPOLVD UPLIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR Y Y 57YR30H8428 11/1/2024 11/1/2025 EACH OCCURRENCE $ 1,000,000 S E. occunenoe $ 100000 PREM SES(.. MED EXP (Any one Person) $ 5,000 PERSONAL S ADV INJURY s 1,000,000 GEN -L AGGREGATE LIMIT APPLIES PER: GENERALAGGREGATE $ 10,000,000 X PRO- ❑LOC POLICY ❑ ECT PRODUCTS - COMP/OPAGG $ 10,000,000 $ OTHER: A AUTOMOBILE LIABILITY Y Y 57YR2OH8429 11/1/2024 11/1/2025 COMBINED SINGLE LIMIT $ E ... id.nt 1,000,000 BODILY INJURY (Per Parson) $ yy {J{XXJ' { ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS X HIREDX NON -OWNED AUTOS ONLY AUTOS ONLY BODILY INJURY (Per accident) $ XXXXXX X PROPERTY DAMAGE $ i{){]{]{](}(}{ Per accident sXXXXXXX B X UMBRELLA LIAB X OCCUR Y Y B188IS240791 11/1/2024 11/1/2025 EACH OCCURRENCE $ 5.000.000 AGGREGATE $ 5,000,000 EXCESS LIAB CLAIMS -MADE DED I I RETENTION$ $ XXXXXXX C AND EMPLOYERS' LIABILITY WND ICERS EMPLCOMPE LIATIONBILITY ANY PROPRIETOR/PARTNER/EXECUTIVE YIN OFFICE(Mandatory In NHS EXCLUDED] NIA Y 408-747742-2 11/1/2024 11/1/2025 PER X STATUTE ERR E.L. EACH ACCIDENT s 1,000,000 E.L. DISEASE- EA EMPLOYEE $ 1,000,000 E.L. DISEASE -POLICY LIMIT s 1,000,000 If yes, describe under DESCRIPTION OF OPERATIONS below DESCRIPTION OF OPERATIONS /LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attactred it more space is required) Waiver of Subrogation applies in favor of the Additional Insured, its officers, agents, employees and volunteers as respects General, Auto, and Umbrella Liability, and Workers Comp if required by written contract, where permissible by law. Excess or Umbrella Liability Insurance (Over Primary) if used to meet limit requirements, shall provide coverage at least as broad as specified for the underlying coverages. CFRTIFICATF Hni nFR CANCELLATION See Attachments ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 21829092 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN The City of Rosemead ACCORDANCE WITH THE POLICY PROVISIONS. 8838 E. Valley Boulevard Rosemead CA 91770 AUTHOR ZED REPRESENTA ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD Attachment Code: D644713 Master ID: 1546310, Certificate ID: 21829092 The City of Rosemead 8838 E. Valley Boulevard Rosemead CA 91770 To whom it may concern: In our continuing effort to provide timely certificate delivery, Lockton Companies is transitioning to paperless delivetyof Certificates of Insurance, thus this is your final hard -copy delivery. To ensure electronic delivery for future renewals of this certificate, we need your email address. Please contact us via one of the methods below, referencing Certificate ID 21829092. Email: mountainwestedelivery@lockton.com Phone: 303-728-8060 If you received this certificate through an internet link where the current certificate is viewable, we have your email and no further action is needed. In the event your mailing address has changed, will change in the future, or you no longer require this certificate, please let us know using one of the methods above. The above inbox and phone number is for automating electronic delivery of certificates only. Please do NOTsend future certificate requests to this inbox or contact the phone number below with email updates. Thank you for your cooperation and willingness in reducing our environmental footprint. Lockton Companies Lockton Companies 8110 E. Union Avenue, Suite 100 Denver, CO 80237 Attachment Code: D651818 Certificate ID: 21829092 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06 WC POLICY NUMBER: 408-747742-2 WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT - CALIFORNIA We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule. The additional premium for this endorsement shall be 2 otherwise due on such remuneration. PERSON OR ORGANIZATION ANY PERSON OR ORGANIZATION WITH WHOM OR WITH WHICH YOU HAVE AGREED IN A WRITTEN CONTRACT TO WAIVE YOUR RIGHT OF RECOVERY AGAINST, PROVIDED SUCH WRITTEN CONTRACT: 1.IS CURRENTLY IN EFFECT OR WILL BECOME EFFECTIVE DURING THE TERM OF THIS POLICY; AND 2.WAS EXECUTED AND BECAME EFFECTIVE PRIOR TO THE OCCURRENCE OF THE INJURY COVERED BY THIS POLICY. THIS FORM ONLY APPLIES IN CA. % of the California workers' compensation premium SCHEDULE JOB DESCRIPTION SEE WORDING UNDER PERSON OR ORGANIZATION 1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved. From the WCIRB's California Workers' Compensation Insurance Forms Manual 1999. Attachment Code: D651816 Certificate ID: 21829092 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGES Policy Change 2 Number POLICY NUMBER POLICY CHANGES COMPANY 57 YR2 OH8429 EFFECTIVE 11/1/2024 Pacific Insurance Company, Ltd. NAMED INSURED The AUTHORIZED REPRESENTATIVE City of Rosemead Susan L. Castaneda 8838 E Valley Boulevard Rosemead CA 91770 COVERAGE PARTS AFFECTED Business Auto Coverage Part CHANGES The following endorsement is added: • CA 04 44 10 13 Waiver of Transfer of Rights Against Others to Us �uaG2n cf _J Authorized Representative Signature IL 12 01 1185 Copyright, Insurance Services Office, Inc., 1983 Page 1 of 1 Copyright, ISO Commercial Risk Services, Inc., 1983 Attachment Code: D651816 Certificate ID: 21829092 POLICY NUMBER: 57 YR2 OH8429 COMMERCIAL AUTO CA 04441013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US (WAIVER OF SUBROGATION) This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM MOTOR CARRIER COVERAGE FORM With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Via Transportation, Inc Endorsement Effective Date: 11/1/2024 SCHEDULE Name(s) Of Person(s) Or Organization(s): The City of Rosemead 8838 E Valley Boulevard Rosemead CA 91770 The Transfer Of Rights Of Recovery Against Others To Us condition does not apply to the person(s) or organization(s) shown in the Schedule, but only to the extent that subrogation is waived prior to the "accident' or the 'loss" under a contract with that person or organization. CA 04 4410 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 Attachment Code: D651819 Certificate ID: 21829092 POLICY NUMBER: 57 YR3 OH8428 COMMERCIAL GENERAL LIABILITY CG 24 04 05 09 WAIVER OF TRANSFER OF RIGHTS OF RECOVERY AGAINST OTHERS TO US This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART PRODUCTS/COMPLETED OPERATIONS LIABILITY COVERAGE PART SCHEDULE Name Of Person Or Organization: Blanket, as required per written contract executed prior to a loss. The City of Rosemead 8838 E Valley Boulevard Rosemead CA 91770 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. The following is added to Paragraph 8. Transfer Of Rights Of Recovery Against Others To Us of Sec- tion IV —Conditions: We waive any right of recovery we may have against the person or organization shown in the Schedule above because of payments we make for injury or damage arising out of your ongoing operations or "your work" done under a contract with that person or organization and included in the "products -completed operations hazard". This waiver applies only to the person or organization shown in the Schedule above. CG 24 04 05 09 © Insurance Services Office, Inc., 2008 Page 1 of 1 13 Attachment Code: D655714 Certificate ID: 21829092 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGES Policy Change 19 Number POLICY NUMBER POLICY CHANGES COMPANY EFFECTIVE 57 YR3 OH8428 11/1/2024 Pacific Insurance Company, Ltd. NAMED INSURED AUTHORIZED REPRESENTATIVE The City of Rosemead Susan L. Castaneda 8838 E Valley Boulevard Rosemead CA 91770 COVERAGE PARTS AFFECTED Commercial General Liability CHANGES The following endorsement is deleted and replaced: • CG 20 26 04 13 Additional Insured — Designated Person or Organization < ' A-17 Of Authorized Representative Signature IL 12 01 11 85 Copyright, Insurance Services Office, Inc., 1983 Page 1 of 1 ❑ Copyright, ISO Commercial Risk Services, Inc., 1983 Attachment Code: D655714 Certificate ID: 21829092 POLICY NUMBER: 57 YR3 OH8428 COMMERCIAL GENERAL LIABILITY CG 20 26 0413 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): The City of Rosemead 8838 E Valley Boulevard Rosemead CA 91770 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. 11 A. Section II — Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III — Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. ® 2023 by The Hartford. Classification'. Company Confidential. No part of this document maybe reproduced, published, or used without the permission of The Attachment Code: D655715 Certificate ID: 21829092 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. POLICY CHANGES Policy Change 20 Numher POLICY NUMBER POLICY CHANGES COMPANY EFFECTIVE 57 YR2 OH8429 11/1/2024 Pacific Insurance Company, Ltd. NAMED INSURED AUTHORIZED REPRESENTATIVE The City of Rosemead Susan L. Castaneda 8838 E Valley Boulevard Rosemead CA 91770 COVERAGE PARTS AFFECTED Business Auto Coverage Part CHANGES The following endorsement is deleted and replaced: YR 20 03 01 21 Additional Insured —Scheduled Organization � J udt2ri o� LRO�R+2tc�-ct� Authorized Representative Signature IL 12 01 11 85 Copyright, Insurance Services Office, Inc., 1983 Page 1 of 1 ❑ Copyright, ISO Commercial Risk Services, Inc., 1983 Attachment Code: D655715 Certificate ID: 21829092 POLICY NUMBER: 57 YR2 OH8429 sae (COPD THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - SCHEDULED ORGANIZATION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE PART With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by the endorsement. SCHEDULE The City of Rosemead 8838 E Valley Boulevard Rosemead CA 91770 A. SECTION II — COVERED AUTOS LIABILITY COVERGE, A. Coverage, 1. Who Is An Insured is amended to include as an additional "insured" the organization(s) shown in the SCHEDULE above, only if required by a written contract or agreement between you and the additional "insured" executed prior to a loss, but only with respect to their legal liability for acts or omissions of a person for whom Liability Coverage is afforded under this policy. However: Form YR 20 03 0121 Page 1 of 2 © 2021, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Attachment Code: D655715 Certificate ID: 21829092 1. the insurance afforded to such additional "insured" will not be broader than that which you are required by the written contract or agreement to provide for such additional "insured"; and 2. the insurance afforded to such additional "insured" only applies to the extent permitted by law. B. With respect to the insurance afforded to these additional 'insureds", the following is added to SECTION II — COVERED AUTOS LIABILITY COVERAGE, C. Limits Of Insurance: The most we will pay on behalf of the additional "insured" is the amount of insurance: 1. required by the written contract or agreement; or 2. available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations available for any "accident' to any "insured". All other terms, conditions, and exclusions of the policy remain unchanged. Form YR 20 03 0121 © 2021, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) Page 2 of 2