HomeMy WebLinkAbout2023 CON Circuit Transit - Clean Mobility Options ProgramDo u ign Envelope ID: 49B 5OD-227E-4 2-MEB-D22 CO BCO
AGREEMENT
BY AND BETWEEN
THE CITY OF NATIONAL CITY
AND
CIRCUIT TRANSIT INC.
THIS AGREEMENT is entered into on this 23rd day June, 2022, by and between the CITY
OF NATIONAL CITY, a municipal corporation (the "CITY"), and CIRCUIT IT TRANSIT INC., a
Florida corporation (the "CONSULTANT").
RECITALS
WHEREAS, the CITY desires to employ a CONSULTANT to provide specialized
services to establish clean mobility vehicles and the infrastructure to comply with the Clean
Mobility Options program.
WHEREAS, the CITY desires to employ a CONSULTANT T from the Clean Mobility
Options program approved list of potential vendors for this type of work.
WHEREAS, the CITY has determined that the CONSULTANT is an on -demand, electric,
micro -transit solution company and is qualified by experience and ability to perform the services
desired by the CITY, and the CONSULTANT is willing to perform such services.
WHEREAS, the CITY has determined that the Clean Mobility Options Voucher program
run by Cal Start and funded by the California Climate Investment Program has identified that the
City of National City as a recipient for an approved voucher program for expenses associated with
clean energy production and clean mobility.
WHEREAS, the CITY has determined the primary intent of the program is to operate
clean mobility vehicles and secondarily to provide infrastructure to support these operations;
Clean energy production is also a joint goal for this program.
NOW, THEREFORE, THE PARTIES HERETO DO MUTUALLY AGREE AS
FOLLOWS:
WS:
1. ENGAGEMENT F CONSULTANT. The CITY agrees to engage the
CONSULTANT to provide specialized services to establish clean mobility vehicles and the
infrastructure to comply with the Clean Mobility Options program, and the CONSULTANT agrees
to perform the services set forth here in accordance with all terms and conditions contained herein.
The CONSULTANT represents that all services shall be performed directly by the
CONSULTANT or under direct supervision of the CONSULTANT.
2. EFFECTIVE DATE AND LENGTH OF AGREEMENT. This Agreement will
become effective on June 23, 2022. The duration of this Agreement is for the period of June 23,
2022 through June 22, 2023.
Do m i n Envelope ID: 49A13C 0D-227E-4C2 -4EB-D227 007BC0
3. SCOPE OF SERVICES. The CITY and CONSULTANT SULTAI T will perform services as
set forth in the attached Exhibit "A".
The CONSULTANT SULTA.NT shall be responsible for all research and reviews related to the
work and shall not rely on personnel of the CITY for such services, except as authorized in advance
by the CITY. The CONSULTANT shall appear at meetings specified in Exhibit "A" to keep staff
and City Council advised of the progress on the project.
The CITY may unilaterally, or upon request from the CONSULTANT, T, from time
to time reduce or increase the Scope of Services to be performed by the CONSULTANT T under
this Agreement. Upon doing so, the CITY and the CONSULTANT T agree to meet in good faith
and confer for the purpose ofnegotiating a corresponding reduction or increase in the
compensation associated with said change in services.
4. PROJECT COORDINATION AND SUPERVISION. Director ofPublic
Works/City Engineer hereby is designated as the Project Coordinator for the CITY and will
monitor the progress and execution of this Agreement. The CONSULTANT shall assign a single
Project Director to provide supervision and have overall responsibility for the progress and
execution of this Agreement for the CONSULTANT. Daniel Kramer, Vice President, Operations
Business Development, thereby is designated as the Project Director for the CONSULTANT.
5. COMPENSATION AND PAYMENT. The compensation for the
CONSULTANT shall be based on monthly billings covering actual work performed. Billings
shall include labor classifications, respective rates, hours worked and also materials, if any. The
total cost for all work described in Exhibit "A" shall not exceed $49,900. The compensation rate
per hour for the CONSULTANT'S work shall not exceed the rates set forth in Exhibit "B".
Monthly invoices will be processed for payment and remitted within thirty 3 days from receipt
of invoice, provided that work is accomplished .sist .t with Exhibit "A", as determined by the
CITY. Notwithstanding, rithstanding, the CITY shall pay the CONSULTANT for any increase of the Scope of
Services to be performed by the CONSULTANT as stated in Section 3 at the mutually agreed upon
compensation.
The CONSULTANT T shall maintain all books, documents, papers, employee time
sheets, accounting records, andother evidence pertaining to costs incurred, and shall make such
materials available at its office at all reasonable times during the term of this Agreement and for
three (3) years from the date of final payment under this Agreement, for inspection by the CITY,
and for furnishing of copies to the CITY, if requested.
6. ACCEPTABILITY OF WORK. The CITY shall decide any and all questions
which may arise as to the quality or acceptability of the services performed and the manner of
performance, the acceptable completion of this Agreement, and the amount of compensation due.
In the event the CONSULTANT SULTAI T and the CITY cannot agree to the quality or acceptability of the
work, the manner of performance and/or the compensation payable to the CONSULTANT in this
Agreement, the CITY or the CONSULTANT SULTANT shall give to the other written notice. Within ten(10)
business days, the CONSULTANT SULTAI T and the CITY shall each prepare a report which supports their
position and file the same with the other party. The CITY shall, with reasonable diligence,
determine the quality or acceptability of the work, the manner of performance and/or the
compensation payable to the CONSULTANT¢
Standard Agreement
Page 2 of 12
City of National City and
Revised January 2021 aRCUIT TRANSIT INC.
DoouSign Envelope ID: 49 B OD-2 7'E-4-A4EB-D 7 OO7B OA
7. DISPOSITION AND _ OWNERSHIP OF DOCUMENTS. The Memoranda,
emoranda,
Reports, Maps, Drawings, Plans, Specifications, and other documents prepared by the
CONSULTANT for this project, whether paper or electronic, shall: 1 be free from defects;(2)
become the property of the CITY for use with respect to this project; and (3) shall be turned over
to the CITY upon completion of the project, or any phase thereof, as contemplated by this
Agreement.
Contemporaneously with the transfer ofd documents, the CONSULTANT hereby
assigns to the CITY, and CONSULTANT thereby expressly waives and disclaims any copyright
in, and the right to reproduce, all written, material, drawings, plans, specifications, or other work
prepared under this Agreement, except upon the CITY' S prior authorization regarding
reproduction, which authorization shall not be unreasonably withheld. The CONSULTANT shall,
upon request of the CITY, execute any Sher document(s) necessary to farther effectuate this
waiver and disclaimer.
The CONSULTANT T agrees that the CITY may use, reuse, alter, reproduce, modify,
assign, transfer, or in any other way, medium, or method utilize the CONSULTANT'S written
work product for the CITY' S purposes, and the CONSULTANT expressly waives and disclaims
any residual rights granted to it by Civil Code Sections 980 through 989 relating to intellectual
property and artistic works.
Any modification or reuse by the CITY of documents, drawings, or specifications
prepared by the CONSULTANT shall relieve the CONSULTANT from liability under Section 14,
but only with respect to the effect of the modification or reuse by the CITY., or for any liability to
the CITY should the documents be used by the CITY for some project other than what was
expressly agreed upon within the Scope of Services of this project, unless otherwise mutually
agreed.
8. INDEPENDENT CONTRACTOR. Both parties hereto in the performance of
this Agreement will be acting in an independent capacity and not as agents, employees, partners,
or joint venturers with one another. Neither the CONSULTANT nor the CONSULTANT'S
employees are employees of the CITY, and are not entitled to any of the rights, benefits, or
privileges of the CITY' S employees, including but not limited to retirement, medical, unemploy-
ment, or workers' compensation insurance.
This Agreement contemplates the personal services of the CONSULTANT and
the CONSULTANT'S employees, and it is recognized by the parties that a substantial inducement
to the CITY for entering into this Agreement was, and is, the professional reputation and
competence of the CONSULTANT and its employees. Neither this Agreement, nor any interest
herein, may be assigned by the CONSULTANT without the prior written consent of the CITY.
Nothing herein contained is intended to prevent the CONSULTANT from employing or hiring as
many employees, or SUBCONSULTANTS, as the CONSULTANT may deem necessary for the
proper and efficient performance of this Agreement. All agreements by CONSULTANT with its
SU CONSULTANTS shall require the SU CONSULTANT S to adhere to the applicable
terms of this Agreement.
9. CONTROL. Neither the CITY, nor its officers, agents, or employees shall have
any control over the conduct of the CONSULTANT or any of the CONSULTANT'S employees,
except as set forth in this Agreement. The CONSULTANT, or the CONSULTANT'S agents,
servants, or employees are not in any manner agents, servants, or employees of the CITY. The
Standard Agreement
Page 3 of 12
City of National City and
Revised January 2021 CIRCUIT TRANSIT INC.
Do u i n Envelope ID: 49ABC50D-227E-4C23-A4EB-D227A007BCOA
CONSULTANT and its agents, servants, and employees are wholly independent from the CITY
and CONSULTANT'S obligations to the CITY are solely prescribed by this Agreement.
10. COMPLIANCE WITH APPLICABLE LAW. The CONSULTANT, in the
performance ofthe services to be provided herein, shall comply with all applicable state and federal
statutes and regulations, and all applicable ordinances, rules, and regulations of the City of
National City, whether now in force or subsequently enacted. The CONSULTANT and each of its
ST BC NS LTANT S , shall obtain and maintain a current City ofNational City business license
prior to and during performance of any work pursuant to this Agreement.
II. LICENSES, PERMITS, ETC. The CONSULTANT T represents and covenants
that it has all licenses, permits, qualifications, and approvals of whatever nature that are legally
required to practice its profession. CONSULTANT must promptly produce a copy of any such
license, permit, or approval to CITY upon request. The CONSULTANT represents and covenants
that the CONSULTANT shall, at its sole cost and expense, keep in effect at all times during the
term of this Agreement, any license, permit, or approval which is legally required for the
CONSULTANT to practice its profession.
12. STANDARD OF CARE,
A. The CONSULTANT, T, in performing any services under this Agreement,
shall perform in a manner consistent with that level ofcare and skill ordinarily exercised by
members of the CONSULTANT'S trade or profession currently practicing under similar
conditions and in similar locations. The CONSULTANT shall take all special precautions
necessary to protect the CONSULTANT'S employees and members of the public from risk of
harm arising out of the nature of the work and/or the conditions of the work site,
B. Unless disclosed in writing prior to the date of this Agreement, the
CONSULTANT warrants to the CITY that it is not now, nor has it for the five years preceding,
been debarred by a governmental agency or involved in debarment, arbitration or litigation
proceedings concerning the CONSULTANT'S professional performance or the furnishing of
materials or services relating thereto.
C. The CONSULTANT is responsible for identifying any unique products,
treatments, processes or materials whose availability is critical to the success of the project the
CONSULTANT has been retained to perform, within the time requirements of the CITY, or, when
no time is specified, then within a commercially reasonable time. Accordingly, unless the
CONSULTANT has notified the CITY otherwise, the CONSULTANT warrants that all products,
materials, processes or treatments identified in the project documents prepared for the CITY are
reasonably commercially available. Any failure by the CONSULTANT to use due diligence under
this sub -section will render the CONSULTANT liable to the CITY for any increased costs that
result from the CITY'S later inability to obtain the specified items or any reasonable substitute
within a price range that allows for project completion in the time frame specified or, when not
specified, then within a commercially reasonable time.
13. NON-DISCRIMINATION PROVISIONS. The CONSULTANT shall not
discriminate against any employee or applicant for employment because of age, race, color,
ancestry, religion, sex, sexual orientation, marital status, national origin, physical handicap, or
medical condition. The CONSULTANT will take positive action to insure that applicants are
employed without regard to their age, race, color, ancestry, religion, sex, sexual orientation, marital
Standard Agreement
Page 4 12
City of National City and
Revised ed January 2021 CIRCUIT TRANSIT SIT INC.
Do u i n Envelope ID: 49ABC50D-227E-4C23-A4EB-D227A007BCOA
status, national origin, physical handicap, or medical condition. Such action shall include but not
be limited to the following: employment, upgrading, demotion, transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation, and selection for
training, including apprenticeship. The CONSULTANT agrees to post in conspicuous places
available to employees and applicants for employment any notices provided by the CITY setting
forth the provisions ofthis non-discrimination clause.
14. CONFIDENTIAL INFORMATION. The CITY may from time to time
communicate to the CONSULTANT certain confidential information to enable the
C NS LTANT to effectively perform the services to be provided herein. The CONSULTANT
shall treat all such information as confidential and shall not disclose any part thereof without the
prior written consent of the CITY. The CONSULTANT shall limit the use and circulation of such
information, even within its own organization, to the extent necessary to perform the services to
be provided herein. The foregoing obligation of this Section 14, however, shall not apply to any
part of the information that (i) has been disclosed in publicly available sources of information; (ii)
is, through no fault of the CONSULTANT, T, hereafter disclosed in publicly available sources of
information; (iii) is already in the possession of the CONSULTANT without any obligation of
confidentiality; or (iv) has been or is hereafter rightfully disclosed to the CONSULTANT by a
third party, but only to the extent that the use or disclosure thereof has been or is rightfully
authorized by that third party.
The CONSULTANT shall not disclose any reports, recommendations, conclusions
or other results of the services or the existence of the subject matter of this Agreement without the
prior written consent of the CITY. In its performance hereunder, the CONSULTANT shall comply
with all legal obligations it may now or hereafter have respecting the information or other property
of any other person, firm or corporation.
CONSULTANT shall be liable to CITY for any damages caused by breach of this
condition, pursuant to the provisions of Section 15.
15. INDEMNIFICATION AND HOLD HARMLESS. To the maximum extent
provided by law, The CONSULTANT agrees to defend, indemnify and hold harmless the City of
National City, its officers, officials, agents, employees, and volunteers against and from any and
all liability, loss, damages to property, injuries to, or death of any person or persons, and all claims,
demands, suits, actions, proceedings, reasonable attorneys' fees, and defense costs, of any kind or
nature, including workers' compensation claims, of or by anyone whomsoever, resulting from or
arising out of the CONSULTANT'S performance or other obligations under this Agreement;
provided, however, that this indemnification and hold harmless shall not include any claims or
liability arising from the established sole negligence or willful misconduct of the CITY, its agents,
officers, employees or volunteers. CITY will cooperate reasonably in the defense of any action,
and CONSULTANT shall employ competent counsel, reasonably acceptable to the City Attorney.
The indemnity, defense, and hold harmless obligations contained herein shall
survive the termination of this Agreement for any alleged or actual omission, act, or negligence
under this Agreement that occurred during the term of this Agreement.
16. EMPLOYEE PAYMENTS AND INDEMNIFICATION.
16.1 PERS _Eligibility Indemnification. If CONTRACTOR' s employee(s) providing
services under this Agreement claims, or is determined by a court of competent jurisdiction or the
Standard Agreement Page 5 of 12 City of National City and
Revised January 2021 CIRCUIT TRANSIT SIT INC.
Do u ign Envelope ID: 49ABC50D-227E-4C23-A4EB-D227A007BCOA
California Public Employees Retirement System ("PERS") to be eligible for enrollment in PERS
of the CITY, CONTRACTOR shall indemnify, defend, and hold harmless CITY for the payment
of any employer and employee contributions for PERS benefits on behalf of the employee as well
as for payment of any penalties and interest on such contributions which would otherwise be the
responsibility of the CITY.
CONTRACTOR'S employees providing service under this Agreement shall not:
(1) qualify for any compensation and benefit under PERS; 2 be entitled to any benefits under
PERS; enroll in PERS as an employee of CITY; receive any employer contributions paid
by CITY for PERS benefits; or be entitled to any other PERS-related benefit that would accrue
to a CITY employee. CONTRACTOR's employees hereby waive any claims to benefits or
compensation described in this Section 16. This Section 16 applies to CONTRACTOR
notwithstanding any other agency, state or federal policy, rule, regulation, law or ordinance to the
contrary.
16.2 (imitation of_ CITY Liability. The payment made to CONTRACTOR under this
Agreement shall be the full and complete compensation to which CONTRACTOR and
CONTRACTOR' s officers, employees, agents, and subcontractors are entitled for performance of
any work under this Agreement. Neither CONTRACTOR nor CONTRACTOR's officers,
employees, agents, and subcontractors are entitled to any salary or wages, or retirement, health,
leave or other fringe benefits applicable to CITY employees. The CITY will not make any federal
or state tax withholdings on behalf of CONTRACTOR. The CITY shall not be required to pay any
workers' compensation insurance on behalf of CONTRACTOR.
16.3 Indemnification for Employee Payments. CONTRACTOR agrees to defend and
indemnify the CITY for any obligation, claim, suit, or demand for tax, retirement contribution
including any contribution to PERS, social security, salary or wages, overtime payment, or
workers' compensation payment which the CITY may be required to make on behalf of (I)
CONTRACTOR, 2 any employee of CONTRACTOR, or any employee of CONTRACTOR
construed to be an employee of the CITY, for work performed under this Agreement. This is a
continuing obligation that survives the termination of this Agreement.
17. WORKERS' COMPENSATION. The CONSULTANT shall comply with all of
the provisions of the Workers' Compensation Insurance and Safety Acts of the State of California,
the applicable provisions of Division 4 and 5 of the California Labor Code and all amendments
thereto; and all similar State or federal acts or laws applicable; and shall indemnify, and hold
harmless the CITY and its officers, employees, and volunteers from and against all claims,
demands, payments, suits, actions, proceedings, and judgments of every nature and description,
including reasonable attorney's fees and defense costs presented, brought or recovered against the
CITY or its officers, employees, or volunteers, for or on account of any liability under any of said
acts which may be incurred by reason of any work to be performed by the C NS TLTAI T under
this Agreement.
18. INSURANCE. The CONSULTANT, at its sole cost and expense, shall purchase
and maintain, and shall require its SUBCONSULTANT S , when applicable, to purchase and
maintain throughout the term of this Agreement, the following insurance policies:
Standard Agreement Page 6 of 12 City of National City and
Revised January 2021 CIRCUIT TRANSIT INC.
DomSign Envelope ID: 41.9ABC501D-227E-4C23-MEB-D227A007BCOA
A. U If checked, Professional Liability Insurance (errors and omissions)
with minimum limits of $1,000,000 per occurrence.
I. If checked, Automobile Insurance covering all bodily injury and
property damage incurred during the performance ofthis Agreement, with a minimum coverage
of $5,000,000 combined single limit per accident. Such automobile insurance shall include owned,
non -owned, and hired vehicles. The policy shall name the CITY and its officers, agents,
employees, and volunteers as additional insureds, and a separate additional insured endorsement
shall be provided.
C. Commercial General Liability Insurance, with minimum limits of either
$5,000,000 per occurrence and $5,000,000 aggregate, or $1,000,000 per occurrence and
$2,000,000 aggregate with a $4,000,000 umbrella policy, covering all bodily injury and property
damage arising out of its operations, work, or performance under this Agreement. The policy shall
name the CITY and its officers, agents, employees, and volunteers as additional insureds, and a
separate additional insured endorsement shall be provided. The general aggregate limit must apply
solely to this "project" or "location". The "project" or "location" should be noted with specificity
on an endorsement that shall be incorporated into the policy.
D. Workers' Compensation Insurance in an amount sufficient to meet
statutory requirements covering all of CONSULTANT'S employees and employers' liability
insurance with limits of at least $1,000,000 per accident. In addition, the policy shall be endorsed
with a waiver of subrogation in favor ofthe CITY. Said endorsement shall be provided prior to
commencement of work under this Agreement.
If CONSULTANT T has no employees subject to the California Workers'
Compensation and Labor laws, CONSULTANT shall execute a Declaration to that effect. Said
Declaration laration shall be provided to CONSULTANT SULTAI T by CITY.
Cyber Liability Insurance, with limits not less than $1,000,000 per
occurrence or claim, $1,000,000 aggregate and overage shall be sufficiently broad to respond to
the duties and obligations as is undertaken by CONSULTANT in this Agreement and Coverage
shall include, but not be limited to, claims involving infringement of intellectual property,
including but not limited to infringement of copyright, trademark, trade dress, invasion of
privacy violations, information theft, damage to or destruction of electronic information, release
of private information, alteration of electronic information, extortion and network security. The
policy shall provide coverage for breach response costs as well as regulatory fines and penalties
as well as credit monitoring expenses with limits sufficient to respond to these obligations. The
policy shall name the CITY, its officers, officials, ials, employees, and volunteers as additional
insureds on the Cyber Liability policy with respect to liability arising out of work or operations
performed by or on behalf of CONSULTANT T including materials, parts, or equipment furnished
in connection with such work or operations.
F. The aforesaid policies shall constitute primary insurance as to the CITY, its
officers, officials, employees, and volunteers, so that any other policies held by the CITY shall not
contribute to any loss under said insurance. Said policies shall provide for thirty (30) days prior
written notice to the CITY's Risk Manager, at the address listed in subsection G below, of
cancellation or material change.
G. If required insurance coverage is provided on a "claims made" rather than
"occurrence" form, the CONSULTANT shall maintain such insurance coverage for three years
after expiration of the term (and any extensions) of this Agreement. In addition, the "retro" date
must be on or before the date of this Agreement.
Standard Agreement Page 7 of 12 City of National City and
Revised January 2021 CIRCUIT TRANSIT INC.
Do u ign Envelope ID: 4 AB OD-227E-4 -A IB-D 7AOO7B OA
shall be:
H. The Certificate Holder for all policies of insurance required by this Section
City ofNational City
cio Risk Manager
1243 National City Boulevard
National City, CA 919 -4 97
Insurance shall be written with only insurers authorized to conduct business
in California. that hold a. current policy holder's alphabetic and financial size category rating of not
less than A: VII according to the current st's Key Rating Guide, or a company of equal financial
stability that is approved by the CITY' S Risk Manager. In the event coverage is provided by non -
admitted `surplus lines" carriers, they must be included on the most recent List of Approved
Surplus Line Insurers "LASLI" and otherwise meet rating requirements.
J. This Agreement shall not take effect until certificate(s) or other sufficient
proof that these insurance provisions have been complied with, are filed with and approved by the
CITY' S Risk Manager. If the CONSULTANT does not keep all insurance policies required by
this Section 18 in full force and effect at all times during the term of this Agreement, the CITY
may treat the failure to maintain the requisite insurance as a breach of this Agreement and terminate
the Agreement as provided herein.
K, All deductibles and self -insured retentions in excess of $10,000 must be
disclosed to and approved by the CITY. CITY reserves the right to modify the insurance
requirements of this Section 18, including limits, based on the nature of the risk, prior experience,
insurer, coverage, or other special circumstances.
L. If the CONSULTANT maintains broader coverage or higher limits (or both)
than the minimum limits shown above, the CITY shall be entitled to the broader coverage or higher
limits (or both) maintained by the CONSULTANT. Any available insurance proceeds in excess of
the specified minimum limits of insurance and coverage shall be available to the CITY.
19. LEGAL FEES. If any party brings a suit or action against the other party arising
from any breach of any of the covenants or agreements or any inaccuracies in any of the
representations and warranties on the part of the other party arising out of this Agreement, then in
that event, the prevailing party in such action or dispute, whether by final judgment or out -of -court
settlement, shall be entitled to have and recover of and from the other party all costs and expenses
of suit, including attorneys' fees.
For purposes of determining who is to be considered the prevailing party, it is stipulated
that attorney's fees incurred in the prosecution or defense of the action or suit shall not be
considered in determining the amount ofthe judgment or award. tt rn y's fees to the prevailing
party if other than the CITY shall, in addition, be limited to the amount of attorney's fees incurred
by the CITY in its prosecution or defense of the action, irrespective of the actual amount of
attorney's fees incurred by the prevailing party.
20. TERMINATION.
A. This Agreement may be terminated with or without cause by the CITY.
Termination without cause shall be effective only upon 60-day's written notice to the
CONSULTANT. During said 0-day period the CONSULTANT shall perform all services in
accordance with this Agreement.
Standard Agreement
Page 8 of 12
City of National City and
Revised January 2021 CIRCUIT TRANSIT INC.
Doc Sign Envelope 1D: 49Af 0D-227E-4C23-A4EB-D227AOO7B OA
B. This Agreement may also be terminated upon 15 day's written notice of
termination to the CONSULTANT by the CITY for cause in the event of a material breach of this
Agreement, misrepresentation by the CONSULTANT in connection with the formation of this
Agreement or the performance of services, or the failure to perform services as directed by the
CITY. The CITY shall provide written notice to the CONSULTANT SULTANT indicating in detail the event
or circumstances that constitute for cause under this Agreement, and the CITY will provide the
CONSULTANT with 15 days to cure such breach or failure prior to termination for cause.
C. Termination with or without cause shall be effected by delivery of written
Notice of Termination to the CONSULTANT as provided for herein,
D. In the event of termination, all finished or unfinished Memoranda Reports,
Maps, Drawings, Plans, Specifications and other documents prepared by the CONSULTANT,
whether paper or electronic, shall immediately become the property of and be delivered to the
CITY, and the CONSULTANT shall be entitled to receive just and equitable compensation for
any work satisfactorily completed on such documents and other materials up to the effective date
of the Notice of Termination, not to exceed the amounts payable hereunder, and less any ama.
caused the CITY by the CONSULTANT'S breach, if any. Thereafter, ownership of said written
material shall vest in the CITY all rights set forth in Section 7.
E. The CITY further reserves the right to immediately terminate this
Agreement upon: 1 the filing of a petition in bankruptcy affecting the CONSULTANT; 2 a
reorganization of the CONSULTANT for the benefit of creditors; or 3 a business reorganization,
change in business name or change in business status of the CONSULTANT.
21. NLOTICESU All notices or other communications required or permitted hereunder
shall be in writing, and shall be personally delivered; or sent by overnight mail (Federal Express
or the like); or sent by registered or certified mail, postage prepaid, return receipt requested; or
sent by ordinary mail, postage prepaid; or telegraphed or cabled; or delivered or sent by telex,
telecopy, facsimile or fax; and shall be deemed received upon the earlier of (i) if personally
delivered, the date of delivery to the address ofthe person to receive such notice, (ii) if sent by
overnight mail, thebusiness day following its deposit in such overnight mail facility, iii if mailed
by registered, certified or ordinary mail, five days (ten (10) days if the address is outside the
State of California) after the date of deposit in a post office, mailbox, mail chute, or other like
facility regularly maintained by the United States Postal S ervice, (iv) if given by telegraph or cable,
when delivered to the telegraph company with charges prepaid, or (v) if given by telex, telecopy,
facsimile or fax, when sent. Any notice, request, demand, direction or other communication
delivered or sent as specified above shall be directed to the following persons:
To CITY: Roberto Yano
Director of Public Works/City Engineer
Engineering & Public Works
City of National City
1243 National City Boulevard
National City, CA 1 - 39
To CONSULTANT:
Daniel el Kramer
Vice President, Operations & Business Development
lopment
Standard Agreement Page 9 of 12 City of National City and
Revised January 2021 CIRCUIT TRANSIT INC.
Dow Sign Envelope ID: 49AB OD-227E-4 3- 4EB-D 7 007B 0Aw
Circuit Transit Inc.
777 S. Flager Dr., Ste. 880W
West Palm Beach, FL 33401
Notice of change of address shall be given by written notice in the manner specified
in this Section. Rejection or other refusal to accept or the inability to deliver because of changed
address of which no notice was given shall be deemed to constitute receipt of the notice, demand,
request or communication sent. Any notice, request, demand, direction or other communication
sent by cable, telex, telecopy, facsimile or fax must be confirmed within forty-eight 4 hours by
letter mailed or delivered as specified in this Section.
22. CONFLICT OF INTEREST AID POLITICAL REFORM ACT
OBLIGATIONS. During the term of this Agreement, the CONSULTANT shall not perform
services of any kind for any person or entity whose interests conflict in any way with those of the
City of National City. The CONSULTANT also agrees not to specify any product, treatment,
process or material for the project in which the CONSULTANT T has a material financial interest,
either direct or indirect, without first notifying the CITY of that fact. The CONSULTANT shall at
all times comply with the terms of the Political Reform Act and the National City Conflict of
Interest Code. The CONSULTANT shall immediately disqualify itself and shall not use its official
position to influence in any way any matter coming before the CITY in which the CONSULTANT
has a financial interest as defined in Government Code Section 87103. The CONSULTANT
T
represents that it has no knowledge of any financial interests that would require it to disqualify
itself from any matter on which it might perform services for the CITY.
If checked, the CONSULTANT shall comply with all of the reporting
requirements of the Political Reform Act and the National City Conflict of Interest Code.
Specifically, the CONSULTANT T shall file a Statement of Economic Interests with the City Clerk
of the City of National City in a timely manner on forms which the CONSULTANT T shall obtain
from the City Clerk.
The CONSULTANT T shall be strictly liable to the CITY for all damages, costs or
expenses the CITY may suffer by virtue of any violation of this Section 22 by the CONSULTANT.
■
23. PREVAILING WAGES. State prevailing wage rates may apply to work
performed under this Agreement. State prevailing wages rates apply to all public works contracts
as set forth in California Labor Code, including but not limited to, Sections 1720, 1720.2, 172 . ,
1720.4, and 1771. Consultant is solely responsible to determine if State prevailing wage rates apply
and, if applicable, pay such rates in accordance with all laws, ordinances, rules, and regulations.
24. ADMINISTRATIVE PROVISIONS,
A. Computation o, `i Periods. If any date or time period provided for in
this Agreement is or ends on a Saturday, Sunday or federal, state or legal holiday, then such date
shall automatically be extended until 5:00 p.m. Pacific Time of the next day which is not a
Saturday, Sunday or federal, state, or legal holiday.
B. Cps. This Agreement may be executed in multiple counterparts,
each of which shall be deemed an original, but all of which, together, shall constitute but one and
the same instrument.
C. Captions. Any captions to, or headings of, the sections or subsections of
this Agreement are solely for the convenience of the parties hereto, are not a part of this
Standard Agreement
Page 10 of 1
City of National city. and
Revised January 2021 CIRCUIT TRANSIT SIT INC.
Do u i n Envelope ID: 4B O- 27E-4 - 4EB-D 7AOO B O
Agreement, and shall not be used for the interpretation or determination of the validity of this
Agreement or any provision hereof.
I. No Obligations to Third Parties. Except as otherwise expressly provided
herein, the execution and delivery of this Agreement shall not be deemed to confer any rights upon,
or obligate any of the parties hereto, to any person or entity other than the parties hereto.
E. Exhibits and Schedules. The Exhibits and Schedules attached hereto are
hereby incorporated herein by this reference for all purposes. To the extent any exhibits, schedules,
or provisions thereof conflict or are inconsistent with the terms and conditions contained in this
Agreement, the terms and conditions of this Agreement shall control.
F. Amendment to this Agreement. The terms of this Agreement may not be
modified or amended except by an instrument in writing executed by each of the parties hereto.
G. Assignment & Assumption of Rights. CONSULTANT shall not assign this
Agreement, in whole or in part, to any other party without first obtaining the written consent of
CITY.
H. Waiver. The waiver or failure to enforce any provision of this Agreement
shall not operate as a waiver of any future breach of any such provision or any other provision
hereof.
I. Applicable Law. This Agreement shall be governed by and construed in
accordance with the laws of the State of California, The venue for any legal action arising under
this Agreement shall be in either state or federal court in the County of San Diego, State of
California.
J. Audit. If this Agreement exceeds ten -thousand dollars ($10,000), the parties
shall be subject to the examination and audit of the State Auditor for a period of three years
after final payment under the Agreement, per Government Code Section 8546.7.
K. Entire Agreement. This Agreement supersedes any prior agreements,
negotiations and communications, oral or written, and contains the entire agreement between the
parties as to the subject matter hereof. No subsequent agreement, representation, or promise made
by either party hereto, or by or to an employee, officer, agent or representative of any party hereto
shall be of any effect unless it is in writing and executed by the party to be bound thereby.
Successors and Assigns. This Agreement shall be binding upon and shall
inure to the benefit of the successors and assigns of the parties hereto.
M. Subcontractors or Subconsultants. The CITY is engaging the services of the
CONSULTANT identified in this Agreement. The CONSULTANT shall not subcontract any
portion of the work, unless such subcontracting was part of the original proposal or is allowed by
the CITY in writing. In the event any portion of the work under this Agreement is subcontracted,
the subconsulta t s shall be required to comply with and agree to, for the benefit of and in favor
of the CITY, both the insurance provisions in Section 18 and the indemnification and hold harmless
provision of Section 15 of this Agreement.
Standard Agreement
Page !.! of 12
City of National City and
Revised January 2021 CIRCUIT TRANSIT INC.
Dow Sign Envelope ID: 4 ABC50D-227E-4C2 3-A4EBD227A007BCOA
N. Construction. The parties kno l d e and agree that each party is f
equal bargaining strength, (ii) each party has actively participated in the drafting, preparation and
negotiation of this Agreement, (iii) each such party has consulted with of has had the opportunity
to consult with its own, independent counsel and such other professional advisors as such party
has deemed appropriate, relative to any and all matters contemplated under this Agreement, (iv)
each party and such party's counsel and advisors have reviewed this Agreement, (v) each party
has agreed to enter into this Agreement following such review and the rendering of such advice,
and (vi) any rule or construction to the effect that ambiguities are to be resolved against the drafting
party shall not apply in the interpretation of this Agreement,, or any portions hereof, or any
amendments hereto.
IN WI ESS WHEREOF, the parties hereto have executed this Agreement on the date
and year first above written.
CITY OF NATIONAL CITY
By:
Brad Ra sir
City Manager
6 4 -AP-4/.
APPROVED AS TO FORM:
:
B
Standard Agreement
Revised January 2021
CIRCUIT TRANSIT INC.
orpanblig`i rr1tures of two corporate officers required)
ar gip,s rltirrr'etor•shrp - one signature)
75FDF23 OEE64BF
By:
(Mime)
James Mi r~ras
(Print)
co -rounder
T'o l
�a�cu gried by:
(Ae:).1' si-o
A77EID9 tOC62C4F
By:
(Name)
Alex Esposito
Page 12 of 12
(Print)
CEO
(Title)
City or National City and
CIRCUIT TRANSIT INC.
EXHIBIT B —SCO
, OF WORK
Circuit will provide on -demand shuttle services using all -electric vehicles within a geo-fenced coverage
area as shown below in Exhibit E. All Services will provide a total of One undred Sixteen €11 weekly
vehicle hours, all supplied during the below Hours of Operation.
On -demand service will be hailed using an app and hand hailed. The coverage area and details of the service
are subject to change based on utilization and decisions made by Circuit and the City. Please note that any
changes to operating hours may impact the total cost of the program.
Performance Date: TBD
Performance End Date: Three (3) years from the Performance ate and can include two (2) one year
extensions
Vehicles: Three
The service will am seven (7.1 days per week during the Hours of Operation including certain holidays.
Hours of Operation
Day
Open
'Close
Y _
Hours
Mon f :30 AM
7:00 PM
12.5 1
Tues
6:30 AM
7:00 PM
1 2. 5
Weds
Thurs
Fri
6:30 AM
7:00 PM
12.5
6:30 AM
6:30 AM
7:00 PM
12.5
7:00 PM
12.5
Sat
10:00 AM
7:00 PM
9
Sun
10:00 AM
7:00 PM
9
TOTAL OPERATIONAL HOURS
80.5
Condition of vehicles and storage areas:
All vehicles to be maintained clean and free of dirt, grim, graffiti, stains and smells.
Storage areas/parking area to be kept clean and free of trash. If a vehicle is placed out of service
for more than 24 hours a substitute vehicle will be brought in to continue service.
Data collection: All rides will be recorded 'logged. Ridership data will be shared with the City on
a wee{ly frequency,
1
E4-IIfT C — PRICING ALLOCATION
Estimate Total First Year Cost for Services: $302,644 for the first 12 months of service.
TOTAL:
Services Cost include: Vehicles, -2 Drivers, Management, Training, Insurance, Maintenance, Phones,
App Hosting and Usage, Web Fees, and Basic Marketing Materials including Vehicle Wraps.
Vehicle Wraps include Artwork printing, installation and removal.
The Client will provide: Parking, Charging Access and Capability, Vehicle Storage and any other
related improvements as necessary until the completion of the 8th Street Mobility Hub construction.
Payment Schedulie
Payment - Date
Product
Amount
EOM
#1
Month
1 Service
$252O33
EOM
42
Month
2 Service
$25,220,33
EOM
#3
Month
3 Service
$25,220.33
EOM
44
Month
4
'
Service
$25,22033
1
EOM
45
Month
5
$25,220.33
EOM
o l
l r e
25,220,33
EOM
//7
1'
Ionth
?
$25,220,33
EOM
#8
$25,220.33
EOM
-49
Month
9 Service
$25,220.33
EOM
# 10
Month
10 Service
25,220.33
EOM
411
k
Month
$25,220.33
EOM
/ 12
Month
12 Service
$25,220.33
T'OT
E
,
COS:.
$302,644
1
EXHIBIT D —ADVERTISING GUIDELIl E
In its agreement with its advertising contractors, Circuit will reserve the right to r j e t any
advertisement , commercial or noncommercial.
2. All advertising and promotional materials, including, without limitation, any vehicle "wraps"
(collectively "Advertising") must conform to the following criteria:
A. Defamatory amatory Advertising. No Advertising will be permitted that falsely disparages any
person, product, or company, or that is likely to damage the reputation of any person,
product, or company.
B. Advertising Condoning Criminal Conduct. No Advertising will be permitted that is likely to
incite or produce imminent unlawful activity.
Obscene Advertising. No Advertising will be permitted that contains obscene matter or
matter harmful to minors.
D. False Advertising. No Advertising will be permitted that contains false or grossly misleading
information.
E. Tobacco and Firearms. No Advertising will be permitted that promotes the sale of tobacco or
tobacco products, electronic cigarettes, or firearms.
Existing Laws. All Advertising must conform to applicable federal, state, and local statutes,
laws, ordinances, rules and regulations.
. The Client may make demand upon Circuit for the removal of any Advertising, commercial or
noncommercial, that does not conform to this policy. Such demand will be in writing and will state
reasonable grounds for the demand. Circuit will consider and act promptly upon the demand in
accordance with this policy.
Circuit will credit. the City for its share of the advertising revenue split (50%), less any commissions paid,
in the form of a reduction (service credit) on the next payment that is due.
E IBIT IF, MAP
The coverage area and details of the service are subject to change based on utilization and decisions
made by Circuit and the City.
NORTH
0 0.225 0.45
d ;Hirbor i
Trolley Stop
0.9 Mites
City of San Diego
Harbor
3 SLOT
�" r#h1
Molloy Stop
Mile of Cars
n
4
•
Rancho de
Ta Nacion
0t ►ewood
♦ • •
L
t
-Iv •
•
i #
a
I
4
I
•••�f r�
ler
s r Rt $ I
I.
* f ,f
• ,1
a is - .1 t. • •4.
!
•
s t
a I A
s # 0
ity -.I,tM ♦ "� oa
;�1► • it et * ; #it
.+ •# drys fir•
t r
1$ W
•
•
f
Legend
Gates Served.
Ci Trolley Stations Served
ttttt� Proposed Service Area
111 to.
¢ National City Boundary
1