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HomeMy WebLinkAbout03721 - SCAQMD ELECTRIC BICYCLE BIKE MO5828 Proposal No.46-4 Contract No. AB2766/97013 So Coast Air Quality Mgt Dist SOUTH COAST AIR QUALITY MANAGEMENT DIS Electric Bicycle Demo Program AGREEMENT #3721 STANDARD CONTRACT M05828, 10-16-96 1. PARTIES -The parties to this Contract are the South Coast Air Quality Management District (hereinafter referred to as "DISTRICT") whose address is 21865 Copley Drive, Diamond Bar, California 91765, and City of Palm Springs (hereinafter referred to as "CONTRACTOR") whose address is 3200 East Tahquitz Canyon Way, Palm Springs, CA 92263-2743. 2. RECITALS A. DISTRICT is the local agency with primary responsibility for regulating stationary source air pollution in the South Coast Air Basin in the State of California (State). DISTRICT is authorized under State Health & Safety Code Section 44225 (Assembly Bill (AB) 2766) to levy a fee on motor vehicles for the purpose of reducing air pollution from such vehicles and to implement the California Clean Air Act. B. Under AB 2766 the DISTRICT'S Governing Board has authorized the imposition of the statutorily set motor vehicle fee. By taking such action the State's Department of Motor Vehicles (DMV) is required to collect such fee and remit it periodically to DISTRICT. C. AB 2766 further mandates that thirty (30) percent of such vehicle registration fees be placed by DISTRICT into a separate account for the sole purpose of implementing and monitoring programs to reduce air pollution from motor vehicles. D. AB 2766 creates a regional Mobile Source Air Pollution Reduction Review Committee (MSRC) to develop a work program to fund projects from the separate account. Pursuant to approval of the work program by DISTRICT'S Governing Board, DISTRICT Board authorized a contract with CONTRACTOR for services described in Attachment 2 - Work Statement, expressly incorporated herein by this reference and made a part hereof of this Contract. CONTRACTOR warrants that it is well qualified, experienced, and has the expertise to provide such services on the terms set forth here. 3. TERMS AND CONDITIONS OF PERFORMANCE A. CONTRACTOR acknowledges that DISTRICT cannot guarantee the amount of fee to be collected under AB2766 will be sufficient to fund this Contract. CONTRACTOR further acknowledges that DISTRICT'S receipts of funds is contingent on the timely remittance by State's DMV. DISTRICT assumes no responsibility for the collection and remittance of motor vehicle registration fees by DMV to DISTRICT in a timely manner. B. For cofunded projects, CONTRACTOR shall obtain sufficient monies (cofunding) to fund the total cost of the project, as outlined in Attachment 2 - Work Statement and Attachment 5 - Supporting Documents expressly incorporated herein by this reference and made a part hereof of this Contract. Satisfactory written evidence of such funding commitments shall be provided to DISTRICT prior to the release of DISTRICT'S contribution under this Contract. C. In the event funding from other sources for the total cost of the project, as outlined in Paragraph 3B, is not received within the stipulated time, or fee revenues are not made available to DISTRICT by DMV, DISTRICT reserves the right to terminate or renegotiate this Contract as set forth in Paragraph 6 below, entitled Termination. D. CONTRACTOR shall submit all reports and deliverables listed in Attachment 2 - Work Statement and invoices for payment to DISTRICT. DISTRICT will coordinate any program review it performs through CONTRACTOR'S program staff. If an amount is found to be inappropriately expended as a result of any review by DISTRICT, DISTRICT may withhold revenue from CONTRACTOR in the amount equal to the amount which was inappropriately expended. Such withholding shall not be construed as DISTRICT'S sole remedy and shall not relieve CONTRACTOR of its obligation to perform under the terms of this Contract. E. Additionally, CONTRACTOR shall, at least once every two years, or within two years of the termination of the contract if the term is less than two years, be subject to an audit by DISTRICT or its authorized representative to determine if the revenues received by CONTRACTOR were spent for the reduction of pollution from Motor Vehicles pursuant to the Clean Air Act of 1988. DISTRICT shall coordinate such audit through CONTRACTOR'S audit staff. If an amount is found to be inappropriately expended, DISTRICT may withhold revenue from CONTRACTOR in the amount equal to the amount which was inappropriately expended. Such withholding shall not be construed as DISTRICT'S sole remedy and shall not relieve CONTRACTOR of its obligation to perform under the terms of this Contract. F. CONTRACTOR shall provide DISTRICT with CONTRACTOR'S bid process and documentation if a bid process is required to expend the funds provided to CONTRACTOR under the terms of this contract. These documents will be included in Attachment 5- Supporting Documents. 4. SERVICES A. CONTRACTOR agrees to furnish all labor, materials, equipment, required licenses, permits, fees, and other appropriate legal authorization from all applicable federal, state, and local jurisdictions necessary to perform and complete, per schedule, in a professional manner, the services described herein. B. CONTRACTOR shall submit monthly progress reports to DISTRICT within fifteen (15) days of the end of the reporting period. Such reports shall detail: 1)work performed during the current reporting period; 2) work planned for the next reporting period; 3) problems identified, solved, and/or unresolved; 4) the percentage of each task completed; 5) any slips in the project schedule should be explained and include a description of what steps will be taken to complete the project on time. Progress reports that do not comply will be returned to CONTRACTOR as inadequate; and 6) a cost breakdown by cost category for each task showing both the amount of AB2766 funds expended and co-funding expended for the reporting period and the cumulative period to date.. C. CONTRACTOR shall provide DISTRICT with a comprehensive final report prior to end of contract term. The final report shall be subject to review by the MSRC and approval by DISTRICT. The final report shall be complete, on letter-size paper, and include illustrations and graphs, as appropriate, to document the work performed and the results thereof under this Contract. The final report will also contain, in detail, the reduction of mobile source air pollution emissions resulting from the project's implementation. 5. TERM - The term of this Contract is for eighteen (18) months from the date first entered hereon, unless terminated earlier as provided for in Paragraph 6 below entitled Termination, extended by amendment of this Contract in writing or unless a final report is submitted and approved by DISTRICT prior to the eighteen (18) month time period. No work shall commence prior to the Contract start date, except at CONTRACTOR'S cost and risk, and no charges are authorized until this Contract is fully executed. 6. TERMINATION - In the event any party fails to comply with any term or condition of this Contract, or fails to provide the services in the manner agreed upon by the parties, including, but not limited to, the requirements of Attachment 2 - Work Statement, this shall constitute a material breach of the Contract. The nonbreaching party shall have the sole and exclusive option either to notify the breaching party that it must cure this breach within fifteen (15) days or provide written notification of its intention to terminate this Contract with thirty (30) day's written notice. Notification shall be provided in the manner set forth in Paragraph 13 below, entitled - Notices. Termination shall not be the exclusive remedy of the nonbreaching party. The nonbreaching party reserves the right to seek any and all remedies provided by law. DISTRICT reserves the right to terminate this Contract for nonbreach and will reimburse CONTRACTOR for actual costs incurred in performance of this Contract through the effective date of termination for nonbreach. 7. INSURANCE - CONTRACTOR is permissibly self-insured and will maintain self-insurance in accordance with applicable provisions of California law as evidenced by certificate of self-insurance in Attachment 5, herein. CONTRACTOR shall maintain such coverage during the term of this Contract and any extensions thereof. If CONTRACTOR fails to maintain the required insurance coverage, DISTRICT reserves the right to terminate the Contract or purchase such additional insurance and bill CONTRACTOR or deduct the cost thereof from any payments owed to CONTRACTOR. 8. INDEMNIFICATION - CONTRACTOR agrees to hold harmless, defend, and indemnify DISTRICT, its officers, employees, agents, representatives, and successors-in-interest against any and all loss, damage, cost, or expenses which DISTRICT, its officers, employees, agents, representatives, and successors-in-interest may incur or be required to pay by reason of any injury or property damage caused or incurred by CONTRACTOR, its employees, subcontractors, or agents in the performance of this Contract. 9. PAYMENT A. DISTRICT shall reimburse CONTRACTOR up to a total amount of Seventy-One Thousand Dollars ($71,000) in accordance with Attachment 3 - Cost Schedule, expressly incorporated herein by this reference and made a part hereof of this Contract. Any funds not expended upon early contract termination or contract completion shall revert to the AB2766 Discretionary Fund. Payment of charges shall be made by DISTRICT to CONTRACTOR i within thirty (30) days after approval by DISTRICT of an itemized invoice prepared and fumished by CONTRACTOR, referencing the task completed or a percent of work accomplished and detailing line item expenditures as listed in Attachment 3, Costs by Category, and the amount of charge claimed. B. Total costs per task and costs by category, as listed in Attachment 3 - Cost Schedule, are estimates. Reallocation of costs between tasks and/or cost elements (cost by category) is permitted up to a total cumulative limit of Five Thousand Dollars ($5,000). Written notification of this reallocation must be submitted to DISTRICT. Amounts in excess of$5,000 require a Contract amendment in writing. C. An invoice submitted to DISTRICT for payment must be prepared in duplicate, on company letterhead, and list DISTRICT'S contract number, period covered by invoice, and CONTRACTOR'S social security number or Employer Identification Number and submitted to: South Coast Air Quality Management District, 21865 East Copley Drive, Diamond Bar, CA 91765.Attn: Wchele Stitzel. D. DISTRICT'S payment of invoices shall be subject to the following limitations and requirements: 1) Charges for equipment, material, and supply costs, travel expenses, subcontractors, and other charges, as applicable, must be itemized by CONTRACTOR. Reimbursement for equipment, material, supplies, subcontractors, and other charges shall be made at actual cost. Supporting documentation must be provided for all individual charges (with the exception of direct labor charges provided by CONTRACTOR) in excess of Two Hundred and Fifty Dollars ($250). ii) CONTRACTOR'S failure to provide receipts shall be grounds for DISTRICT'S non-reimbursement of such charges. DISTRICT may reduce payments on invoices by those charges for which receipts were not provided. E. DISTRICT shall pay CONTRACTOR for travel-related expenses only if such travel is expressly set forth in Attachment 3-Cost Schedule of this Contract or pre-authorized by DISTRICT in writing. F. An amount equal to ten percent (10%) shall be withheld from each invoice paid. Upon satisfactory completion and final acceptance of work and the final report by DISTRICT, CONTRACTOR'S invoice for the 10% withheld will be released. The total amount for which DISTRICT may be held liable for the performance of work specified herein, including any authorized travel-related expenses and other direct charges, shall not exceed Seventy-One Thousand Dollars ($71,000). 10. REPORT FORMAT - CONTRACTOR shall submit reports to DISTRICT as outlined in Attachment 2 - Work Statement and Attachment 4 - Schedule of Deliverables expressly incorporated herein by this reference and made a part hereof of this Contract. All reports shall be submitted in the following manner: recycled paper; stapled, not bound; black and white, double-sidled print; and no three-ring, spiral, or plastic binders or cardstock covers. DISTRICT reserves the right to review, comment, and request changes to any report produced as a result of this Contract. 11. EMISSION REDUCTION CREDITS (ERCs) A. The MSRC has adopted a policy that no ERCs may be generated and sold as a result of AB 2766 funding. B. CONTRACTOR has the opportunity to generate ERCs as a by-product of the project. These ERCs, which are issued by DISTRICT, are based upon the quantified vehicle miles traveled (VMT) by project vehicles. Therefore, a portion of prospective ERCs, generated as a result of MSRC funding, must be retired. The portion of prospective credits funded by the AB 2766 program, and which are subject to retirement, shall be referred to as "AB 2766-ERCs." C. The determination of AB 2766-ERC's is to tie prorated based upon the AB 2766 program's contribution to the overall cost. Determination of the project's overall cost will be on a case by case basis at the time an ERC application is submitted. DISTRICT staff, at the time an ERC application is submitted, will calculate total ERCs and then retire the AB 2766-ERCs. CONTRACTOR would then receive the balance of the ERCs not associated with AB 2766 funding. 12. ADDITIONAL PROVISIONS - Attachment 1 - Contract Provisions (three pages) to this Contract contains additional provisions which are expressly incorporated herein by this reference and made a part hereof as though fully set forth at this point. 13. NOTICES-Any notices from either party to the other shall be given in writing to the attention of the persons listed below, or to other such addresses or addressees as may hereafter be designated in writing for notices by either party to the other. A notice shall be deemed received when delivered or three days after deposit in the U. S. Mail, postage prepaid, whichever is earlier. DISTRICT: South Coast Air Quality Management District 21866 Copley Drive Diamond Bar, CA 91765 Attn: Michele Stitzel CONTRACTOR: City of Palm Springs 3200 East Tahquitz Canyon Way Palm Spring§, CA 92253-3743 Attn: Robert L. Mohler IN WITNESS WHEREOF,the parties to this Contract have caused this Contract to be duly executed on their behalf by their authorized representatives. SOUTH COAST AIR QUALITY MANAGEMENT DISTRICT CITY OF PALM SRR S By: _ By: Jon . ikels, Chairman of the Board Robert W. Parkins, City Manager Date: r 7 Date: ATTEST: ATTEST: City of Palm Springs, California Jackie Dix, a he Board �� _ City✓ Clerk � APPROVED AS TO FORM: /\F'F"0 0Y7-D BY'1f hjjE Cl%l C—OU [ClV Peter Greenwald, District Counsel BY G By: /L SIG 1W k� A' TO FORM Dat, -- STANDARD CONTRACT ATTACHMENT 1 -Contract Provisions Contract No. AB2766/97013 I. CONTRACTOR'S REPRESENTATION - CONTRACTOR represents that CONTRACTOR has the expertise necessary to adequately perform the services specified in Attachment 2-Work Statement. DISTRICT is entering into this Contract based on CONTRACTOR'S expertise. It. EMPLOYEES OF CONTRACTOR A. CONTRACTOR warrants that it will employ no subcontractor without written approval from DISTRICT. CONTRACTOR shall be responsible for the cost of regular pay to its employees,as well as cost of vacation,vacation replacements,sick leave,severance pay and pay for legal holidays. B. CONTRACTOR shall also pay all federal and state payroll taxes for his employees and shall maintain workers'compensation and liability insurance for each of its employees. C. CONTRACTOR,its officers,employees,agents,or representatives shall in no sense be considered employees or agents of DISTRICT,nor shall CONTRACTOR,its officers,employees,agents,or representatives be entitled to or eligible to participate in any benefits,privileges,or plans, given or extended by DISTRICT to its employees. D. CONTRACTOR warrants that it has no interest and shall not acquire any interest,direct or indirect,which would conflict in any manner or degree with the performance of services required to be performed under this Contract. CONTRACTOR further represents that in performance of this Contract,no person having any such interest shall be employed by CONTRACTOR or any subcontractor. III. CONFIDENTIALITY-It is expressly understood and agreed that the information which either CONTRACTOR or DISTRICT designates as confidential or proprietary information must be clearly identified as such by means of restrictive stamp,legend,or marking. With respect to such designated information the parties agree to: A. Observe complete confidentiality with respect to such information,including without limitation,agreeing not to disclose or otherwise permit access to such information by any other person or entity in any manner whatsoever,except that such disclosure or access shall be permitted to employees and subcontractors of either party requiring access in fulfillment of the services provided under this Contract. Such information may be used by either party as follows: 1) only be used,duplicated and/or disclosed by the receiving party solely for the purposes of performance under this Contract and for no other purpose whatsoever;and ii) not be used,duplicated and/or disclosed by the receiving party for any other purpose whatsoever,including,without limiting the generality of the foregoing,for manufacture or procurement except as may be specifically granted under Paragraph V,below entitled-Ownership;and iii) not be duplicated,reproduced or copied,in whole or in part,unless the sending party's restrictive legend or marking is prominently displayed on said copy or reproduction. B. Oral or visual communications,identified by either party at the time of disclosure as confidential or proprietary information,shall be protected by the receiving party according to the terms hereof,provided that the disclosing party confirms in writing to the receiving party the confidential or proprietary nature of said communication within ten(10)calendar days of said oral or visual disclosure. C. Neither party shall be liable to the other party in any manner whatsoever for the use,duplication and/or disclosure of any part of the confidential or proprietary information which is: 1) not identified as confidential or proprietary information in accordance with paragraph III(basic)and subparagraph B hereof,(save and except for any claims arising through infringement of registered patents owned or controlled by the disclosing party),or ii) now or hereinafter comes into the public domain without breach of this Contract,or iii) shown by the receiving party to be previously known to,or developed by it,prior to the disclosure of said confidential or proprietary information,or iv) shown by the receiving party to have been received from a third party without similar restrictions and without breach of this Contract,or v) disclosed without restrictions by the sending party to a third party,or vi) used,duplicated or disclosed by the receiving party five(5)years or more after the disclosure of such confidential or proprietary information. D. Both parties hereby covenant and agree to provide to each other thirty(30)calendar days prior written notice before use and/or disclosure is made of confidential or proprietary information,protected according to the terms hereof,based upon the exceptions contained in Sections(i) through(vi)of subparagraph C.above and as may be specifically granted under Paragraph V,below entitled-Ownership. E. All confidential or proprietary information disclosed hereunder shall remain the property of the disclosing party and all originals and copies of said confidential or proprietary information shall be returned promptly to the disclosing party upon the expiration or termination of this Contract, excepting any reports provided to DISTRICT by CONTRACTOR including the final report become the property of DISTRICT in perpetuity and after five(5)years time may be used,duplicated or disclosed without any restrictions. F. Other than those rights and privileges granted expressly herein,neither the execution and delivery of this Contract,nor the delivery of any confidential or proprietary information hereunder,shall be construed as granting either expressly,or by implication,estoppel or otherwise,any rght in or license under any present or future confidential or proprietary information disclosed under this Contract,or under any invention of patent now or hereafter owned or controlled by either party except as maybe specifically granted under paragraph V,below entitled-Ownership. G. Each party shall notify promptly and in writing of the circumstances surrounding any possession,use,or knowledge of such information or any part thereof by any person or entity other than those authorized by this paragraph. H. Take at CONTRACTOR'S expense,but at DISTRICTS option and in any event under DISTRICTS control,any legal action necessary to prevent unauthorized use of such information by any third party or entity which has gained access to such information at least in part due to the fault of CONTRACTOR. I. Take at DISTRICTS expense,but at CONTRACTOR'S option and in any event under CONTRACTOR'S control,any legal action necessary to prevent unauthorized use of such information by any third party or entity which has gained access to such information at least in part due to the fault of DISTRICT. J. Notwithstanding the above,nothing herein is intended to abrogate or modify the provisions of Government Code Section 6250 et.seq.(Public Records Act). IV. PUBLICATION A. Infomration,data,documents,or reports developed by CONTRACTOR for DISTRICT,pursuant to this Contract,shall be part of DISTRICT'S public record excepting data provided under Paragraph III above, entitled Confidentiality. CONTRACTOR may use or publish,at its own expense,such information provided to DISTRICT. The following acknowledgment of support and disclaimer must appear in each document disseminated,whether copyrighted or not,and based upon the work performed under this Contract. "This report was prepared as a result of work sponsored by the South Coast Air Quality Management District(DISTRICT). The opinions,findings,conclusions,and recommendations are those of the author and do not necessarily represent the views of DISTRICT. DISTRICT, its officers, employees, contractors, and subcontractors make no warranty, expressed or implied, and assume no legal liability for the information in this report. DISTRICT has not approved or disapproved this report, nor has DISTRICT passed upon the accuracy or adequacy of the information contained herein." B. CONTRACTOR shall inform its officers, employees, and subcontractors involved in the performance of this Contract of the restrictions contained herein and require compliance with the above publication terms. C. DISTRICT shall have the right of prior written approval of any document which shall be disseminated to the public by CONTRACTOR in which CONTRACTOR utilized information obtained from DISTRICT in connection with performance under this Contract. V. OWNERSHIP - Title and full ownership rights to any products purchased or developed under this Contract shall at all times remain with CONTRACTOR. CONTRACTOR shall also retain title and full ownership rights to any documents or reports developed under this Contract All of the above shall be subject to the following limitations: A. PATENT RIGHTS-CONTRACTOR shall have patent rights,as well as title and full ownership rights,for invention(s)developed under this contract,subject to DISTRICT retaining a no-cost, nonexclusive, nontransferable, irrevocable license to use or test such invention(s) for DISTRICT purposes. CONTRACTOR must obtain agreements to effectuate this clause with all persons or entities obtaining an ownership interest in the patented subject invention(s). Previously documented(whether patented or unpatented under the patent laws of the United States, 35U.S.C. 1 et seq., or any foreign country) inventions are exempt from this provision. CONTRACTOR shall submit a written report to DISTRICT'S Agent disclosing each subject invention and specifying patents applied for,patents issued,and patent application(s)abandoned and/or cosponsored participants on subject invention(s). B. RIGHTS OF TECHNICAL DATA - DISTRICT shall have unlimited right to use technical data resulting from performance of CONTRACTOR under this Contract. CONTRACTOR shall have the right to use data for its own benefit. C. COPYRIGHT -CONTRACTOR agrees to grant DISTRICT a royalty free, nonexclusive, irrevocable, nontransferable license to produce,translate, publish, use, and dispose of all copyrightable material first produced or composed in the performance of this Contract. D. SOFTWARE RIGHTS-CONTRACTOR agrees to grant DISTRICT a worldwide,royalty free, nonexclusive, irrevocable, nontransferable license in perpetuity to use any software developed by CONTRACTOR in performing its obligations under this Contract. CONTRACTOR further agrees to obtain the rights required from any third party for DISTRICT to have a worldwide, royalty free, nonexclusive, irrevocable license in perpetuity to use any other software essential to performance of CONTRACTOR'S obligations under this Contract or necessary to the operation of the software developed by CONTRACTOR. CONTRACTOR shall provide DISTRICT with documentation confirming CONTRACTOR'S right to assign the use of such software. CONTRACTOR shall also provide DISTRICT with all documentation and manuals required to operate the software developed by it or third parties. E. CONTRACTOR'S INSOLVENCY OR BANKRUPTCY, or PROJECT'S DISCONTINUATION - CONTRACTOR agrees that in the event that CONTRACTOR becomes insolvent or files for bankruptcy during the term of the Contract or does not complete the intent of the project and maintain its intention for a minimum period of one year beyond the term of this Contract,title to goods,services software,and equipment purchased for the performance of this Contract with AS 2766 Discretionary Funds shall revert back to the DISTRICT for deposit into the DISTRICTS separate account for the purpose of continuation of implementing and monitoring programs to reduce air pollution from motor vehicles. Public agencies and schools are exempt from this clause with the following exception:if any project discontinues or is not maintained for one year after the term of this Contract,assets purchased by AB 2766 Discretionary Funds shall revert to the DISTRICT for deposit into the DISTRICTS separate account for the purpose of continuation of implementing and monitoring programs to reduce air pollution from motor vehicles. • i VI. NON-DISCRIMINATION-In the performance of this Contract,CONTRACTOR shall not discriminate in recruiting,hiring,promotion,demotion,or termination practices on the basis of race,religious creed,color,national origin,ancestry,sex,age,or physical handicap and shall comply with the provisions of the California Fair Employment&Housing Act(Government Code Section 12900,et M),the Federal Civil Rights Act of 1964(P.L. 88-352)and all amendments thereto, Executive Order No. '11246(30 Federal Register 12319),and all administrative rules and regulations Issued pursuant to said Acts and Order. CONTRACTOR shall likewise require each subcontractor to comply with this paragraph and shall include in each such subcontract language similar to this paragraph. VII. SOLICITATION OF EMPLOYEES-CONTRACTOR expressly agrees that CONTRACTOR shall not,during the term of this Contract, nor for a period of six months after termination,solicit for employment,whether as an employee or independent contractor,any person who is or has been employed by the DISTRICT during the term of this Contract without the consent of DISTRICT. Vill. PROPERTY AND SECURITY-Without limiting CONTRACTOR'S obligations with regard to security, CONTRACTOR shall comply with all the rules and regulations established by DISTRICT for access to and activity in and around DISTRICT'S premises. IX. ASSIGNMENT-The rights granted hereby may not be assigned,sold,licensed,or otherwise transferred by either party without the written consent of the other,and any attempt by either party to do so shall be void upon inception. X. NON-EFFECT OF WAIVER-CONTRACTOR'S or DISTRICT'S failure to insist upon the performance of any or all of the terms,covenants,or conditions of this Contract,or failure to exercise any rights or remedies hereunder, shall not be construed as a waiver or relinquishment of the future performance of any such terms,covenants,or conditions,or of the future exercise of such rights or remedies,unless otherwise provided for herein. XI. ATTORNEYS' FEES-In the event any action(including arbitration)is filed in connection with the enforcement or interpretation of this Contract, each party in said action shall pay its own attorneys'fees and costs. XII. FORCE MAJEURE-Neither DISTRICT nor CONTRACTOR shall be liable or deemed to be in default for any delay or failure in performance under this Contract or interruption of services resulting,directly or indirectly,from acts of God,civil or military authority,acts of public enemy,war, strikes, labor disputes, shortages of suitable parts, materials, labor or transportation, or any similar cause beyond the reasonable control of DISTRICT or CONTRACTOR. XIII. SEVERABILITY-In the event that any one or more of the provisions contained in this Contract shall for any reason be held to be unenforceable in any respect by a court of competent jurisdiction,such holding shall not affect any other provisions of this Contract,and the Contract shall then be construed as if such unenforceable provisions are not a part hereof. XIV. HEADINGS-Headings on the paragraphs of this Contract are for convenience and reference only,and the words contained therein shall in no way be held to explain,modify,amplify,or aid in the interpretation,construction,or meaning of the provisions of this Contract. XV. DUPLICATE EXECUTION-This Contract is executed in duplicate. Each signed copy shall have the force and effect of an original. XVI. GOVERNING LAW-This Contract shall be construed and interpreted and the legal relations created thereby shall be determined in accordance with the laws of the Slate of California. Venue for resolution of any dispute shall be Los Angeles County,California. XVIL PRECONTRACT COSTS —Any costs incurred by Contractor prior to District receipt of a fully executed Contract shall be incurred solely at the risk of the Contractor. In the event that a formal Contract is not executed, neither the MSRC nor the District shall be liable for any amounts expended in anticipation of a formal Contract. If a formal Contract does result, precontract cost expenditures authorized by the Contract will be reimbursed in accordance with the cost schedule and payment provision of the Contract. XVIII. ENTIRE CONTRACT-This Contract represents the entire agreement between the parties hereto related to CONTRACTOR providing services to DISTRICT and there are no understandings,representations,or warranties of any kind except as expressly set forth herein. No waiver,alteration, or modification of any of the provisions herein shall be binding on any party unless in writing and signed by the party against whom enforcement of such waiver,alteration,or modification is sought. STANDARD CONTRACT Attachment 2 - Statement of Work City of Palm Springs hereinafter referred to as CONTRACTOR Contract Number AB 2766197013 Project Purpose: Establish a pilot demonstration program of Electric Bicycles for commuters and intennodal use. CONTRACTOR will purchase thirty (30) Electric Bicycles and in cooperation with Sunline Transit Agency, actively promote the use of Electric Bicycles in Palm Springs and the Coachella Valley. Sun Utility Network will install two (2) Solar Charging Stations in Palm Springs. The project will include user surveys and analysis of results including demography, socio-economy, regional characteristics, cost-benefit analysis, and transferability. CONTRACTOR will coordinate its marketing efforts with Bicycle Commuter Coalition of the Inland Empire (BCCIE) to ensure no over lapping. Documentation of the marketing efforts will be documented in the progress reports at the request of the Mobile Source Ai Pollution Reduction Review Committee (MSRC). If after completion of the demonstration phase, the CONTRACTOR is unable to continue using bicycles purchased with AB 2766 funds for at least an additional year, the CONTRACTOR shall submit a bicycle dispostion plan for approval by TAC or MSRC. The CONTRACTOR may not sell the bicycles without prior approval of the MSRC. Project Participants: Sunline Transit Agency Sun Utility Network (SUN) The following Statement of Work is provided by the CONTRACTOR and becomes an integral part of the Contract. CONTRACTOR agrees to perform the Statement of Work within the terms of the Contract and to expend funds as set forth in Attachment 3 - Cost Schedule. Statement of Work The following tasks shall be performed by the CONTRACTOR: STANDARD CONTRACT Attachment 2 - Statement of Work (continued) City of Palm Springs Contract Number AB 2766197013 Task 1 - Purchase Demonstration of Electric Bicycles CONTRACTOR shall prepare an RFP to purchase thirty (30) Electric Bicycles. The RFP will specify certain minimum criteria which includes safety equipment, performance (i.e.) range and speed, warranty and local sales and service in the demonstration area. The bicycle providers will be selected and purchase contracts will be executed. These contracts shall be submitted to DISTRICT upon execution. Milestone: Procurement of Electric Bicycles Deliverable: Monthly progress report per task 6, training booklets Task 1.2 - Storage The Electric Bicycles will be stored by the manufacturer representatives and issued to users who have completed referral process. Users must be residents of Palm Springs or commute to Palm Springs. A list of users will be complied by the City of Palm Springs Public Relations Office. Deliverable: Monthly progress report per task 6 Task 2 - Installation of Two (2) Solar Charging Stations CONTRACTOR will oversee the installation of two (2) charging stations by Sun Utility Network (SUN). One will be installed at the Palm Springs City Hall, and the other will be located in the downtown area within the City of Palm Springs. Each Charging Station shall consist of a utility pole with solar panels mounted on it. Panels shall be a minimum of ten feet above ground. The Bicycles shall be charged by plugging into an outlet at the base of the pole. SUN will advertise the bicycle program in Solar Magazines and at Trade Shows targeted at government agencies. Deliverable: Monthly progress report per task 6. Task 3 - Promotion CONTRACTOR shall undertake a broad public awareness campaign by preparing press releases and convene a Press Conference to initiate the program and the dedication of the Solar Charging Station at Palm Springs City Hall. CONTRACTOR shall create and distribute Public Service Announcements for 2 STANDARD CONTRACT Attachment 2 - Statement of Work (continued) Contract Number AB 2766197013 radio and television, newspapers and magazines. CONTRACTOR shall design, produce and distribute an informational booklet regarding the program for distribution. Sunline Transit Agency shall create and install on-board bus advertising and bus shelter advertising of the program, include the ad and coupon in the SunBus Magazine, and integrate the programs information in SunLine's outreach program. Deliverable: Palm Springs information booklet, monthly progress report per task 6, summary of events, and informational materials Task 3.1. - Leasing The CONTRACTOR shall lease the thirty electric bicycles on a monthly trial basis to members of the public over a twelve month period. This will allow 360 people to ride them in a commute mode to and from work for a month. The electric bicycles will be leased for a thirty (30) day period. Participants will be required to place a $30 a refundable deposit which will be returned at the end of the 30 day period. Lessees will be required to sign a statement of good health and eyesight, be least 18 years old and accept responsibility for care of the bicycles. The users will fill out surveys at both the beginning and end of the use period (this information will be used for later analysis. Lessees will be provide a training session by the manufacturer and sign for written instructions. Deliverable: Monthly progress report per task 6. Task 4 - User Surveys CONTRACTOR shall create user surveys for intake, tracking and debriefing. Survey bicycle use in Palm Springs by traffic count and secure bicycle use information from Sunline Transit Agency. Task 4.1 - Informational Questionnaire Prior to receiving the Electric Bicycle each qualified user shall fill out a questionnaire asking for user age, gender, income and residence. Information will be requested regarding users knowledge and attitude about electric vehicles, pollution, and commuting habits. The user will also be required to complete surveys during the demonstration phase and another survey upon completion of demonstration. CONTRACTOR shall compile survey data and summarize in the Final Report. 3 • STANDARD CONTRACT Attachment 2 - Statement of Work (continued) Contract Number AB 2766197013 Users surveys will be available to the DISTRICT upon request. Deliverable: Monthly progress report per task 6. Task 4.2 - Traffic Surveys CONTRACTOR shall perform bi-monthly traffic surveys. Usage will be examined from the standpoint of commuter use and intermodal use. Recommendations will be made for future program changes which could increase project success. Deliverable: Monthly progress report per task 6. Task 5 - Program Analysis Upon completion of demonstration phase CONTRACTOR shall: • Compare results and cost of this program to other bicycle demonstration programs. • Analyze consumer opinions of products compared to non-electric bicycles. • Analyze corridor constraints that: could limit the program effectiveness i.e. lane width, street traffic volume, lack of bikeway interconnections, bottlenecks, roadway surface conditions, aesthetics and local demographics, climate and geography in terns of their impact on the program. • Calculate the ultimate commuter and intermodal potential locally and regionally based on the program results. Include alternative assumptions based on the recommendations included in this analysis. • Extract conclusions on overall program success including economics, congestion, and pollution impacts, cost-effectiveness and recommendations for the future. These results will be included in the Final Report. Deliverable: Monthly progress report per task 6, Create PSA's information booklet summary of events and program analysis report CONTRACTOR shall supervise and monitor Subcontractor with all efforts/responsibilities under tasks 4 and 5 and submit monthly progress reports detailing steps in task 6 regarding monthly reporting. Task 6 - Program Management and Reporting CONTRACTOR shall be responsible for coordination of activities including all the entities involved in this program. 4 STANDARD CONTRACT Attachment 2 - Statement of Work (continued) Contract Number AB 2766197013 Contractor shall submit monthly progress reports which include: 1) work performed during the current reporting period; 2) work planned for the next reporting period; 3) problems identified, solved, and/or unresolved and how the problem will be resolved; 4) the percentage of each task completed and 5) any slips in the project schedule should be explained and include a description of what steps will be taken to complete the project on time. Progress reports that do not comply will be returned to the CONTRACTOR as inadequate. In addition, when invoicing, supporting documentation must be provided on all co- funding expenditures as well as AB 2766 expenditures. CONTRACTOR will submit a Final Report (in DISTRICT format) prior to contract end date. 5 STANDARD CONTRACT Attachment 3 - Cost Schedule Contract Number AB 2766197013 Direct Labor Rate Task Task Task Task Task Task AB 2766 Total Total 1 2 3 4 5 6 Funding Co-Funding Labor Category Hrs Amount Hrs Amount Grant Mgr. (PahnSprings) $42 70 60 50 60 60 150 450 $14,900 $14,900 Purchasing(Pi.springs) $28 60 60 $ 1,680 $ 1,680 Public Rel. (Pain,Springs) $28 220 220 $ 6,160 $ 6,160 Assistant(Pmgnspdnss) $28 20 20 20 20 20 50 150 $ 4,200 $ 4,200 Economic Dev. (Pain,sPnngs) $28 180 100 280 $ 7,840 $ 7,840 Marketing(snm,nnTrnasrp $72 40 40 $ 2,880 $ 2,880 Subtotal Direct Labor $0.0 $0.00 $41,660 $41,660 0 Other Direct Costs Units Task Task Task Task Task AB 2766 Total Total 1 2 3 4 6 Funding Co-Funding Materials/Hardware Electric Bicycles 30 $1,000 $30,000 $30,600 Solar Cliarging Stations 2 $10,500 $21,000 $21,000 Subtotal Materials/Iardware $30,000 $21,000 $51,000 $0.00 $51,000 Other Costs Task Task Task Task Task Task AB 2766 Total Total 1 2 3 4 5 6 Funding Co-Funding Sunline Transit Agency $10,500 $10,500 $10,500 Sun Utility Network(SUN) $8,000 i $ 8,000 $ 8,000 Subtotal Other Costs $8,000 1 $10,500 $18,500 $18,500 Subcontractor Rate Task Task Task Task Task Task AB 2766 Total Total 1 2 3 4 5 6 Funding Co-Fundur Neil Garcia-Sinclair $40 312 188 nrs Amount Hrs Amount Subtotal Subcontractor Costs $12,480 $7,520 500 $20,000 $0.00 $0.00 $20,000 Total AB 2766 Costs $ 71,000 Total Co-Funding Costs $ 60,160 Total Program Costs $131,160 6 STANDARD CONTRACT Attachment.4- Schedule of Deliverables Contract Number AB 2766197013 The following items are deliverable under the contract term: The following table shows the project work schedule by task including the start and completion milestone dates of each task. The project is scheduled for completion within a 18 month period. Task and Description Start Completion Task 1 - Purchase/Demonstration of Electric Bicycles Month 1 Month 15 Task 2 - Installation of(2) Solar Charging Stations WMonth Month 4Task 3 - Promotion Month 15 Task 4 - User Surveys JFMonth 1 Month 15 Task 5 - Program Analysis LIIIIVonth 1 Month 16 Task 6 - Program Management and Reporting JJJMonth 1 1 Month 18 Hardware: 30 Electric Bicycles Reports: Monthly Reports Inception through Month 18 Final Report Prior to contract end date In the event the CONTRACTOR files for bankruptcy or becomes insolvent or discontinues this project, the following items revert to the DISTRICT for disposition into the AB 2766 Discretionary Fund account: See Hardware listed above 7 > S,o 7r? �� City of Palm Springs Office of the Mayor TEL: (619) 323-8200 FAX: (619) 323-8207 TDD: (619) 864-9527 May 20,.1996 ' Mayor John Longville Chair, Mobile Source Air Pollution Reduction Review Committee SCAQMD 21865 E. Copley Drive . Diamond Bar, California 91765 Re: Electric Bicycle Encouragement Program, Dear Mayor Longville: This is a letter of intent to co-sponsor the "Electric Bicycle Encouragement Program," which the City of Palm Springs is proposing as a demonstration project in the Coachella Valley. The City is proposing to contribute valuable staff time as our funding commitment to the project. Our contribution will include: the efforts .of the following City departments: •Procurement, *Marketing and Tourism; 9 Economic Development, • Planning & Building, and the • Public Works (Program Management). The value of this commitment totals $38,780 of 'in-kind contribution of staff time throughout the eighteen month period of the demonstration program. The City of Palm Springs has been the leader in the Coachella Valley in establishing bicycling as an alternative form of transportation. The City established a Master. Plan of Bikeways in 1975 and the City's General Plan incorporates Class I, Class II and Class III bikeways throughout. the City. The City has required developers to build Class I concrete bikeways as a condition of approval of new private developments and the City has expended significant Capital Project funds to complete numerous miles of bikeways throughout Palm Springs, which link up to regional bikeways in the Coachella Valley. The City continues to aggressively utilize: SB-821 Bikeway Grants, sponsored by the Riverside County Transportation Commission as well as ISTEA federal TEA funds,Measure "A" (1/z cent sales tax (ands) and gas tax funds to assist in the funding of the local bikeway program. The Post Office Box 2743, Palm Springs, California 92263-2743 May 20, 1.996 Mayor John Longville. Chair, Mobile Source Air Pollution Reduction Review Committee SCAQMD Page 2 City's bikeway plan is incorporated into the valley-wide "Non-Motorized Transportation Element" of the Coachella Valley Association of Governments. Also Palm Springs is promoting bicycle commuting via a local.organization called ACT-PS (Alternative Clean Transportation — Palm Springs). The City dedicated a $300,000 bikeway bridge across the Palm Canyon wash last year and is currently out-to-bid with a$60,000 City-wide Bikeway Signing and Striping project. Both were funded by SB-821 grant funds with a match in local funding. The City is committed to promoting bicycling as an alternative form of clean air transportation and is looking forward to assisting in the Electric Bicycle Encouragement Program. Sincerely, William G. Kleindienst Mayor WGK:RLM:mmk cc: Rob Parkins, City Manager and City Council MEMBERS : u9/ TliRqN Cathedral City Indian Wells Palm Springs Coachella Indio Rancho Mirage Desert Hot Springs La Quinta Riverside County / G A N G C y Palm Desert A Pgblic Ag,en cy May 16, 1996 Mildred Brown South Coast Air Quality Management District 21865 Copley Drive Diamond Bar, CA 91765 RE: CITY OF PALMS SPRING ELECTRIC BICYCLE DEMONSTRATION PROGRAM, AB2766 PROPOSAL Dear Ms. Brown: SunLine Transit Agency, a joint powers authority of the nine Coachella Valley cities and Riverside County, is pleased to support the City of Palm Springs application for AB2766 funds to establish an electric bicycle demonstration program. To assist in the promotion of the project, SunLine is prepared to make a $13,380 in-kind contribution: • on board bus advertising (valued at $2,000 for 12 months of advertising) • bus shelter advertising (valued at $5,000 for 12 months of advertising) • presentation time in our regular outreach to schools, commuters, and senior centers • inclusion in the SunBus Book (route schedule) distributed throughout the Coachella Valley in 300 locations and on all buses (valued at $1,000) • discount fare to program to the electric bike users (valued at $2,500) • marketing staff time (4 hours per month over the 18 months of the project, valued at $2,880). SunLine is very committed to all clean air projects, as the first transit system in the United States to convert 100% to an alternative fuel -- compressed natural gas. This project ideally fits into our regional clean air plans, as the Coachella Valley was recently designated a Clean Cities Region by the U.S. Department of Energy. Sincerely, SUNLINE TRANSIT AGENCY ?ichard Cromwell III General Manager 32-505 Harry Oliver Trail, Thousand Palms, California,92276 Phone 619-343-3456 Fax 619-343-3845 SUN Utility Network, Inc. 626 Wilshire Blvd., Suite 711, Los Angeles, CA 90017 * T(213) 623-9797 * r(213)623-2041 Email: sunfamily@earthlink.net * Internet Address: http://home.earthlink.net/—sunfamily May 17, 1996 Mildred Brown South Coast Air Quality Management District 21865 Copley Drive Diamond Bar, CA 91765 RE: CITY OF PALMS SPRING ELECTRIC BICYCLE DEMONSTRATION Dear Ms. Brown: SUN Utility Network, Inc., a diversified solar micro utility company, is pleased to participate in the City of Palms Spring application for AB2766 funds to establish an electric bicycle demonstration program. SUN will install two free-standing photovoltaic bicycle recharging stations (SUNStation) at appropriate locations. We believe that these conveniently located (VIP parking), free solar charging stations will be a cost effective strategy to reduce air pollution and traffic congestion in our communities. To assist in the promotion of this project, SUN will be prepared to make in-kind contribution in the advertisement of this project throughout the federal, state, and local governmental agencies as well as the solar industry network. We have plans to spend the following amounts promoting the solar electric bicycle demonstration program: * $3,000 on advertisement in the Solar Industry Journal and Solar Today magazines, * $5,000 on trade shows targeted to appropriate federal, state, and local agencies'; SUN's mission is to create a sustainable future through solar technology and innovations, therefore, this project is part of our holistic approach to sustainable community development. 7SIeely Les Hamasaki President MAY-21' 96-(TUE) 15:09 ECONOMIC 0E DEPT. 619 322 U15 P. 002 �4 VAIM S A City of Palm Springs 5~ i �ROt111{Q�� )F Risk Management TEL: 619-778-8465 FAX: 619-922-8,323 TDD: 619-864-9527 May 21, 1996 Ms. Michele Stitzel AB 2766 Contract Administrator South Coast Air Quality Management District 21865 Past Copley Drive Diamond Bar, California 91765 Re: AB 2766 Contract — Electric Bicycle Program Dear Ms. 5titzel: Under Liability Insurance, the City of Palm Springs is self- insured for the first $250,000 per occurrence. Excess insurance in the amount of$10,000,000 is provided through the Coachella Valley Joint Powers Insurance Authority. Linder Workers' Compensation insurance the City of Palm Springs is self-insured for the first $250,000 per occurrence. .Excess insurance in the amount of$10,000,000 is provided through the Local Agency Workers' Compensation Excess Joint Powers Authority. The City of Palm Springs fund reserves are sufficient to cover the workers' compensation and the general liability losses. },Sincerely, ancy Jo I\ cIntosh Risk Management NJM:RLM:mmk cc: Robert L. Mahler, Transportation and Grants Manager Sue Mills, Human Resources Benefits Officer Post Office Box 274�) • Palm Springs, California 92263-2743