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R24-041 1 RESOLUTION NO. R24-041 2 A RESOLUTION OF THE CITY OF BOYNTON BEACH, 3 FLORIDA,APPROVING AND AUTHORIZING THE MAYOR TO 4 SIGN THE INTERLOCAL AGREEMENT BETWEEN THE CITY 5 OF BOYNTON BEACH AND THE BOYNTON BEACH 6 COMMUNITY REDEVELOPMENT AGENCY REGARDING 7 CIRCUIT TRANSIT INC., FOR THE BBCRA PILOT RIDE 8 SHARE PROGRAM; AND PROVIDING AN EFFECTIVE DATE. 9 WHEREAS, on January 18, 2024, the CRA Board approved a contract with Circuit 10 Transit, Inc., for the CRA pilot ride-share program, which will provide all-electric on-demand 11 transportation services; and 12 WHEREAS, the City and CRA desire to provide an additional route from the CRA 13 district to Ocean Front Beach Park,along with four dedicated parking stalls in the north parking 14 lot at the corner of Seacrest Blvd. and Boynton Beach Blvd., which will include three Level 2 15 EV charging stations adjacent to the existing electrical service; and 16 WHEREAS, in order to provide dedicated parking locations, electrical service for the 17 charging,ride share service to the Ocean Front Beach Park, and potential fixed route ride share 18 service for City Events, an Interlocal Agreement is required to fund any service outside of the 19 CRA boundaries and allow reimbursement of EV charging costs; and 20 WHEREAS, the City Commission of the City of Boynton Beach, Florida, upon the 21 recommendation of staff,deems it to be in the best interests of the City residents to approve and 22 authorize the Mayor to sign the Interlocal Agreement between the City of Boynton Beach and 23 the Boynton Beach Community Redevelopment Agency regarding Circuit Transit Inc., for the 24 BBCRA Pilot Ride Share Program. 25 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF 26 THE CITY OF BOYNTON BEACH, FLORIDA,THAT: 27 Section 1. Each Whereas clause set forth above is true and correct and incorporated 28 herein by this reference. 29 Section 2. The City Commission of the City of Boynton Beach, Florida, does 30 hereby approve and authorize the Mayor to sign the Interlocal Agreement between the City of 31 Boynton Beach and the Boynton Beach Community Redevelopment Agency regarding Circuit S:\CC\WP\CCAGENDA\2024\03-05-2024 CC\R24-041 Agenda_Item_1227-2023_ILA_City_CRA_Circuit_Transit_- _Pilot_Ride_Share_Prognam.Docx 32 Transit Inc., for the BBCRA Pilot Ride Share Program. A copy of the Interlocal Agreement is 33 attached hereto and incorporated herein as Exhibit "A." 34 Section 3. That this Resolution shall become effective immediately upon passage. 35 PASSED AND ADOPTED this 5th day of March 2024. 36 CITY OF BOYNTON BEACH, FLORIDA 37 YES NO 38 39 Mayor—Ty Penserga ✓ 40 41 Vice Mayor—Thomas Turkin ✓ 42 43 Commissioner—Angela Cruz > (-turns 44 45 Commissioner—Woodrow L. Hay V 46 47 Commissioner— Aimee Kelley 48 49 VOTE q 'D 50 51 AT ' : 52 53 4(0-- 54 i. ,I,r l �/ 55 Maylee ID- sus, MPA MC -- n erga 56 City Cl ilryor 57 58 APPROVED AS TO FORM: 59 (Corporate Seal) 0,INT0A ` � 60 0 ,.ORA; . �G 61 e •* ) � •.. 111 sdkai/ t 6 62 SEAL .5. li Shawna G. Lam 63 IticpORA1-0 i City Attorney • 192 •• (111 �'....... 1``.`, FLOR\V' S:\CC\WFCCAGENDA\2024\03-05-2024 CC\R24-041 Agenda_Item_1227-2023_ILA_City_CRA_Circuit_Transit_- _Pi lot_Ride_Share_Program.Docx INTERLOCAL AGREEMENT BETWEEN THE CITY OF BOYNTON BEACH AND THE BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY FOR FUNDING AN ON DEMAND TRANSPORTATION SERVICES PILOT PROGRAM THIS AGREEMENT ("Agreement") is made this5dday of / ki-CM 2024, by and between the CITY OF BOYNTON BEACH, a Florida municipal corporation, (hereinafter referred to as "City"), and the BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY, a public body corporate and politic, duly created and operated pursuant to Chapter 163, Florida Statutes (hereinafter referred to as the"BBCRA"). The City and BBCRA may be referred to herein individually as a "party" and collectively as the "parties." WITNESSETH: WHEREAS, the BBCRA has elected to enter into an agreement with Circuit Transit, Inc. ("Circuit"), a copy of which is attached hereto as Exhibit A ("Circuit Agreement"); and WHEREAS, the Circuit Agreement provides that Circuit shall provide on demand transportation services (the "Services") as part of a pilot program for the BBCRA; and WHEREAS, the BBCRA shall only provide funding for the Services within the BBCRA's boundaries; and WHEREAS, the City desires to participate in the pilot program, fund Services outside of the BBCRA's boundaries, and otherwise contribute to the pilot program as described in this Agreement; and WHEREAS, to that end, the area in which Services will be provided has been divided into Zone 1 and Zone 2, which are depicted on Exhibit B attached hereto, which is hereby incorporated herein; and WHEREAS, Zone 1 is within the BBCRA's boundaries; and WHEREAS, Zone 2 is outside the BBCRA's boundaries; and WHEREAS, the BBCRA desires to enable the City to participate in the pilot program, fund Services outside of the BBCRA's boundaries, and otherwise contribute to the pilot program as 4859-3315-2162,v. 1 described in this Agreement; and WHEREAS, the BBCRA has required that Circuit include the City as an additional insured pursuant to the Circuit Agreement; and WHEREAS, the 2016 Community Redevelopment Plan ("CRA Plan") calls for the BBCRA to provide for connectivity between the districts, address public parking shortfalls, and provide for additional public waterfront access; and WHEREAS, the Services shall be in furtherance of these goals and principles of the CRA plan; and WHEREAS, the City and the BBCRA find that this Agreement serves a municipal and public purpose, and is consistent with and in furtherance of the Community Redevelopment Plan and the requirements of Chapter 163, Florida Statutes; NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the parties agree as follows: 1. Recitations. The recitations set forth above are hereby incorporated herein. 2 Definitions. Terms not otherwise defined herein shall have the meaning set forth in the Circuit Agreement(including the Exhibits to the Circuit Agreement). In the event of a conflict between a definition in this Agreement and a definition in the Circuit Agreement, the terms in this Agreement shall control. All other terms shall have their ordinary dictionary definitions. 3. Payment. The parties agree: a. Contribution. The City shall be responsible for providing payment to the BBCRA for the costs of the Services in Zone 2 and other costs as described below. Such payment shall be made within 15 days of the City receiving a complete written request for payment from the BBCRA. b. Invoicing. The BBCRA will submit the complete written request for payment to the City within 15 days of the receiving an invoice from Circuit. i. For purposes of this Agreement, a complete written request shall include: 4859-3315-2162,v. 1 1. The amount of payment requested. 2. The monthly report from Circuit, if provided by Circuit, describing the level of service for Zone 2, or equivalent documentation indicating the fare revenue collected from Zone 2 trips and the number of Zone 2 trips. 3. A copy of Circuit invoice to the BBCRA. 4. Tabulation by the BBCRA for the amount owed to the BBCRA by the City, which shall include each of the following, as applicable. A. For ordinary services, the costs of the Services in Zone 2 shall be calculated by multiplying the total invoice amount by the percentage of rides starting or ending within Zone 2, then subtracting from that resulting number fifty percent of the Net Fare Revenue generated from rides starting or ending within Zone 2. For clarity, the calculation above may also be represented as follows: [(total invoice amount) x (percentage of rides starting or ending within Zone 2)] — [.5 x Net Fare Revenue generated from rides starting or ending within Zone 2] = Amount of City Payment Due. It is the intent of the parties that the Net Fare Revenue generated from rides starting or ending within Zone 2 be evenly divided between the parties. B. For Services requested by the City for special events ("Special Event Services"), the City shall reimburse the CRA for all costs associated with Special Event Services, regardless of the location of the special event. ii. In the event the written request is incomplete, the City shall notify the BBCRA within five days of receiving the incomplete request; otherwise such request shall be deemed complete. Upon receiving written notice of an incomplete request, and the BBCRA 4859-3315-2162,v. 1 shall have 10 days to submit the complete written request; otherwise such written request shall be ineligible for payment. c. Promotions. In the event the City requests a pricing discount ("Sales Promotion") on certain Services, the City shall make payment to the BBCRA for difference in revenue to the BBCRA as a result of the Sales Promotion. 4 Coordination. The parties agree to the following concerning coordination related to this Agreement. a. Between the City and BBCRA. Coordination between the City and BBCRA shall occur as follows: i. The City shall designate a single point of contact ("City Project Manager") for coordination with the BBCRA concerning this Agreement. The City may modify the person acting as the City Project Manager upon written notice to the BBCRA. At present, the City designates Gail Mootz who can be reached at mootzg@bbfl.us and 561-742-6223. The BBCRA shall copy Jonele Luma at LumaJ@bbfl.us on all correspondence concerning invoices and Payments due. ii. The BBCRA shall designate a single point of contact ("BBCRA Project Manager") for coordination with the City concerning this Agreement. The BBCRA may modify the person acting as the BBCRA Project Manager upon written notice to the City. At present, the BBCRA designates Timothy Tack, who can be reached at tackt@bbfl.us and (561)600-9091, with a copy of all emails to be directed to Bonnie Nicklien at nicklienb@bbfl.us. b. With Circuit. The parties agree the BBCRA shall be the sole point of contact with Circuit. In the event the City desires to request Special Event Services, the City Project Manager shall submit to the BBCRA Project Manager a written request with sufficient detail to notify the BBCRA and Circuit of the time, date, total vehicle hours, vehicle types, and any other information necessary to analyze such request. Any request is for Special Event Services 4859-3315-2162,v. 1 must be made at least 30 days prior to the date of the applicable special event. If the City desires to coordinate with Circuit on any other matter, the City shall submit a written request to the BBCRA Project Manager containing sufficient information to analyze such request for consistency with the Circuit Agreement. So long as a written request from the City is consistent with the terms of the Circuit Agreement, the BBCRA shall coordinate with Circuit concerning the request within 5 business days of receiving such request and shall endeavor to arrange a meeting between the City, BBCRA, and Circuit. The City shall supply additional information as requested by the BBCRA as may be necessary, in the opinion of the BBCRA, to analyze the City's request and coordinate with Circuit concerning the same. 5. Parking Spaces. The parties agree that Circuit may use the Parking Spaces (defined below) for storing and charging the vehicles that provide the Services. a. Location. The City agrees to designate the parking spaces identified in Exhibit C (the "Parking Spaces")for the sole use of Circuit. The location of the Parking Spaces may be moved from time to time upon the written consent of the BBCRA Project Manager and the City Project Manager. However, in the event the City requests the Parking Spaces be moved, the City and BBCRA share evenly share the costs of moving any charging infrastructure and signage. The parties agree to make best efforts to avoid relocating the Parking Spaces during the term of the Agreement. b. Signage, Charging Infrastructure, Electricity. The City consents to the placement of signage and electric charging infrastructure at the Parking Spaces, which shall be installed at no cost to the City. The City confirms that sufficient power can be supplied to the Parking Spaces to charge four Circuit vehicles simultaneously. The City shall invoice the CRA for the electricity used by the Parking Spaces. The BBCRA Project Manager and City Project Manager may agree to incorporate the electricity invoice into the payment described in Paragraph 3 of this Agreement. 4859-3315-2162,v. 1 c. Enforcement. The City agrees to assist in enforcement of parking restrictions to ensure the Parking Spaces are used exclusively by Circuit vehicles, as may be required from time to time. 6. Relationship to the Circuit Agreement. The parties agree that the City shall only be responsible for providing payment to the BBCRA and that BBCRA shall be responsible for administering the Circuit Agreement. The parties agree that the BBCRA has sole and absolute discretion concerning the Circuit Agreement, and nothing in this Agreement confers the rights or obligations of the BBCRA within the Circuit Agreement to the City. Nonetheless, the CRA will endeavor to coordinate with the City concerning the termination of the Circuit Agreement and the amount and timing of Services prior to terminating the Service Agreement or implementing Service changes. The BBCRA will not terminate services to Zone 2 without the prior written consent of the City. 7. Marketing and Promotion. Marketing and promotional efforts concerning the Services shall occur as follows: a. Inclusion of City Logo. The BBCRA shall include the City's logo on marketing and advertising pursuant to the Circuit Agreement ("Promotional Materials") at no cost to the City. The City shall provide its preferred logo to the BBCRA for use in Promotional Materials. The BBCRA Project Manager shall provide any draft Promotional Materials with the City logo to the City Project Manager no less than five business days prior to the use of such Promotional Materials for approval; provided however that if the BBCRA Project Manager does not receive a response within five business days such Promotional Materials shall be deemed approved by the City. b. Promotional Efforts by the City. The City shall promote the Services using Promotional Materials provided by the BBCRA in the manner described in Exhibit D. 8, Notice and Contact. All notices and requests concerning this Agreement shall be delivered via email to the City Project Manager or the BBCRA Project Manager, as applicable, which 4859-3315-2162,v. 1 email delivery shall be deemed "written"or"in writing"for purposes of this Agreement. Notices concerning default or termination, or requests for modifications to this Agreement shall also be delivered by email and by writing sent by one of (1) United States mail, return receipt requested, (2) courier, evidenced by a delivery receipt, or (3) by overnight express delivery service, evidenced by a delivery receipt, which notice or request shall be addressed to the person designated by each party for receipt of legal notice. At present, the parties designate the following for receipt of legal notice: If to the BBCRA: Kathryn Rossmell Lewis, Longman &Walker, PA 360 S. Rosemary Avenue Suite 1100 West Palm Beach, FL 33401 krossmell(d lIw-law.com If to the City: Shawna Lamb City of Boynton Beach 100 E. Ocean Avenue Boynton Beach, FL 33435 lambsbbfl.us 9. Term. This Agreement shall become valid and commence upon execution by the last party to this Agreement ("Effective Date"). This Agreement shall be in effect from the Effective Date and unless earlier terminated pursuant to the terms of this Agreement, shall automatically terminate upon the termination of the Circuit Agreement, or 1 year from the Effective Date of this Agreement, whichever is earlier. 10. Public Records. The City and the CRA each shall maintain their own records and documents associated with this Agreement in accordance with the requirements set forth in Chapter 119, Florida Statutes. All such records shall be adequate to justify all charges, expenses, and costs incurred in accordance with generally accepted accounting principles. Each party shall have access to the other party's books, records and documents as required in this Agreement for the purpose of inspection or audit during normal business hours during the term of this Agreement and at least one year after the termination of the Agreement. 4859-3315-2162,v. 1 11. Filing. The City shall file this Agreement pursuant to the requirements of Section 163.01(11) of the Florida Statutes 12. Sovereign Immunity. Nothing in this Agreement shall be deemed to affect the rights, privileges, and sovereign immunities of the BBCRA or the City as set forth in Section 768.28, Florida Statutes. 13. Default. If either party defaults by failing to perform or observe any of the material terms and conditions of this Agreement for a period of 10 calendar days after receipt of written notice of such default from the other party, the party giving notice of default may terminate this Agreement through written notice to the other party. Failure of any party to exercise its right in the event of any default by the other party shall not constitute a waiver of such rights. No party shall be deemed to have waived any rights related to the other party's failure to perform unless such waiver is in writing and executed by both parties. Such waiver shall be limited to the terms specifically contained therein. This section shall be without prejudice to the rights of any party to seek a legal remedy for any breach of the other party as may be available to it in law or equity. Notwithstanding the foregoing, in the event of a default by the either party, the exclusive remedy for such default shall be monetary, limited to actual damages incurred, and shall not exceed the amount actually paid to Circuit pursuant to the Circuit Agreement. 14. Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the parties concerning the subject matter expressed herein. No terms herein may be altered, except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein, are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 15. Severability. The validity of any portion, article, paragraph, provision, clause, or any portion 4859-3315-2162,v. 1 thereof of this Agreement shall have no force and effect upon the validity of any other part of portion hereof. To that end, this Agreement is declared severable. 16. No Third Party Beneficiaries. No provision of this Agreement is intended to, or shall be construed to, create any third party beneficiary or to provide any rights to any person or entity not a party to this Agreement, including but not limited to any citizen or employees of the City or the BBCRA. 17. No Assignment. The Parties may not transfer or assign this Agreement in whole or in part, without prior written consent of the other,which may be granted or withheld at the other party's absolute discretion. 18. Governing Law; Venue. This Agreement shall be governed by and in accordance with the Laws of Florida. The venue for any action arising from this Agreement shall be in Palm Beach County, Florida. 19. Survival. The provisions of this Agreement regarding termination and records shall survive the expiration or termination of this Agreement and remain in full force and effect. 20. Time is of the Essence. The parties acknowledge that time is of the essence in the performance of the provisions in this Agreement. 21. Counterparts and Transmission. To facilitate execution, this Agreement may be executed in as many counterparts as may be convenient or required, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. The executed signature page(s) from each original may be joined together and attached to one such original and it shall constitute one and the same instrument. In addition, said counterparts may be transmitted electronically(i.e., via facsimile or.pdf format document sent via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. 22. Interpretation; Independent Advice. This Agreement shall not be construed more strictly against one party than against the other merely by virtue of the fact that it may have been 4859-3315-2162,v. 1 prepared by counsel for one of the parties. The parties declare that the terms of this Agreement have been read and are fully understood. The parties understand that this is a binding legal document, and each party is advised to seek independent legal advice in connection with the matters referenced herein. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year written below. Boynton Beach Community Redevelopment Agency • ATTEST: L / By: =i` t/ .x Print Name: S17/?V — Title: ,; Date: .C. APPROVED AS TO FORM AND LEGAL SUFFICIENCY: By: CRA Attorne City of Boynton Beach, Florio . ATTES : By: =�ON•B£,q�' int Nam:. /y P&2 ti. 5, p1E .••'s' Lt.7oR /1115e �.0 tS,\l��Titl!t • 3/ z �YoerO gatof �� ri OC1'0,9,Y ei •••.•• APPROV .'AS TO FORM A'`‘! \-_ LEGAL - ' FICIENCY: .``."' C , A ttorney 4859-3315-2162,v. 1 EXHIBIT A BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY AGREEMENT FOR ON-DEMAND TRANSPORTATION SERVICES This Agreement for On-Demand Transportation Services (hereinafter "Agreement") is made by and between CIRCUIT TRANSIT INC., ("Contractor") a Florida corporation organized and existing under the laws of the State of Florida having its principal office at 501 East Las Olas, Suite 300, Fort Lauderdale, FL 33301, including its Affiliates (collectively, the "Contractor" or "Company") and BOYNTON BEACH COMMUNITY REDEVELOPMENT AGENCY (the"Client"or"CRA")a community redevelopment agency organized and existing under the laws of the State of Florida having its principal office 100 E. Ocean Avenue, 4th Floor, Boynton Beach, Florida 33435, (hereinafter the "CRA") (collectively the "Parties"). WHEREAS, the CRA is in need of on-demand transportation ("Services"); and WHEREAS,Circuit entered into an agreement with the City of Hollywood in response to Request to Proposal No. RFP-045-23-SK, effective July 1, 2023 to provide on-demand transportation services for a term of one (1) year, with the option to renew for three (3) one-year periods; and WHEREAS, the CRA desires to obtain the Services from Circuit on same the terms, conditions,and pricing provided under RFP-045-23-SK,subject to the terms and conditions of this Agreement and the City of Boynton Beach Procurement Policy; and WHEREAS, Circuit agrees to extend the terms, conditions, and pricing provided under RFP-045-23-SK to the CRA, subject to the terms and conditions of this Agreement; and WHEREAS,the Services are required for a proper municipal purpose and is in the interest of the public;and WHEREAS, the Services will further the Community Redevelopment Plan. NOW THEREFORE, in consideration of the mutual covenants and promises set forth herein, the sufficiency of which both Parties acknowledge, the Parties agree as follows: 1) Incorporation. The recitals above and all other information above are hereby incorporated herein as if fully set forth. 2) Description of the Services. Contractor will perform its obligations as described in Exhibit A: Scope of Services, which is hereby incorporated as if fully set forth herein. 3) Term. The Contractor shall perform the Services for six (6) months ("Initial Term"), with option to renew for 6 months ("Renewal Term"). Services shall start within thirty (30) days of the effective date of this Agreement or upon the CRA's execution of an interlocal agreement with the City of Boynton Beach for services, whichever is later. A copy of the executed Page 1 of 10 4875-9566-4284,v.2 interlocal agreement shall be provided to Circuit. The service start date may be extended by mutual agreement of the Parties. 4) Compensation. The CRA shall pay the Contractor an amount not to exceed Four Hundred Thousand dollars ($400,000.00) (hereinafter, "Compensation") for the performance of the Services for the Initial Term and Renewal Term of this agreement, which sum shall be paid in accordance with the Pricing Schedule attached as Exhibit B.The Compensation is all inclusive for the services provided and shall include the cost of the vehicles, vehicle wraps, including the art work installation and removal of the wraps, W-2 Drivers, management fees, driver training, insurance, vehicle maintenance, cell phones, hosting services for the mobile application and related usage fees, web fees, and basic marketing materials. Contractor shall be responsible for all costs related to the operation and maintaining the vehicles,including cost of installation of the vehicle charging equipment and the costs for electrical service required for vehicle charging.Notwithstanding the above, in the event that the CRA does not renew this Agreement after the Initial Term,the CRA shall reimburse Contractor the costs associated with modifying the existing electrical service to accommodate new charging equipment, upon receipt of proper invoice .The CRA shall not be responsible for the payment of any additional fees not otherwise stated herein, unless the parties enter into a written amendment to this Agreement which is approved by both parties. 5) Method of Payment of Compensation. Circuit shall submit a monthly detailed invoice to the CRA. Project Manager shall determine the format of the invoice and the information that must be provided. Payment of Compensation (or any part thereof)shall be made within 45 days of receipt of a proper invoice, in accordance with the Local Government Prompt Payment Act, Section 218.70, et al., Florida Statutes. Any amounts not timely paid by CRA shall bear interest from 30 days after the due date at the rate of 1 percent per month on the unpaid balance. All Payments shall be in the form of a CRA check made payable to the Contractor, or as indicated above.No Payment made under this Agreement shall be conclusive evidence of the performance of this Agreement by the Contractor, either wholly or in part, and no Payment shall be construed to be an acceptance of or to relieve the Contractor of liability for the faulty or incomplete rendition of the Services. 6) Propriety. Contractor understands that at all times during its performance of Services, Contractor, Contractor's employees and subcontractors shall conduct itself at all times with due regard to public conventions and morals, and shall refrain from making statements or presenting material that contains vulgar,obscene,profane,or otherwise objectionable language that,as determined in the sole discretion of the CRA, material and substantially interferes with the functions and reasonable business operations of the CRA. 7) Termination for Convenience. The CRA reserves the right to terminate this Agreement for any reason and without cause with sixty (60) days written notice during the Renewal Term only. In the event of termination,Contractor shall be entitled to payment for services rendered through the date of termination. 8) Termination for Cause; Default. The CRA reserves the right to terminate this Agreement, in part or in whole, in the event the Contractor fails to perform in accordance with the terms and conditions stated herein by providing written notice of such failure or default and by Page 2 of 10 4875-9566-4284,v.2 specifying a reasonable time period within which the Contractor must cure any such failure to perform or default. If the Contractor fails to cure the default within the time specified,the CRA may then terminate the Agreement by providing written notice to the Contractor. Notwithstanding anything to the contrary in this Agreement, if the CRA determinates that termination is necessary to protect public health, safety or welfare,the CRA may terminate the Agreement upon providing such written notice that the CRA deems appropriate under the circumstances, including immediate termination. In the event of immediate termination, the Contractor shall be entitled to payment for seven (7)days of services plus payment for services rendered under this Agreement through the date of the notice of immediate termination. 9) Termination for Bankruptcy. The CRA shall have the right to terminate this Agreement by providing written notice to the Contractor in the event: i) Contractor enters into receivership or is subject of a voluntary or involuntary bankruptcy proceeding; or ii) a substantial part of the Contractor's property becomes subject to nay levy, seizure, assignment, or sale for or by any creditor or government agency. 10) Waiver. The CRA shall not be responsible for any property or other damages or personal injury sustained by the Contractor from any cause whatsoever related to the Services whether such damage or injury occurs before, during, or after the actual performance of the Services. The Contractor hereby forever waives, discharges, and releases the CRA, its agents, and its employees, to the fullest extent the law allows, from any liability for any damage or injury sustained by the Contractor. 11) Indemnification. The Contractor shall indemnify, save, and hold harmless the CRA, its agents, and its employees from any liability, claim, demand, suit, loss, cost, expense or damage which may be asserted, claimed, or recovered against or from the CRA, its agents, or its employees, by reason of any property or other damages or personal injury, including death,sustained by any person whomsoever,which damage is incidental to,occurs as a result of, arises out of, or is otherwise related to the negligent or wrongful conduct or the faulty equipment of the Contractor or the performance of this Agreement by Contractor or Contractor's employees,agents,partners,principals,or subcontractors. This paragraph shall not be construed to require Contractor to indemnify the CRA for negligence or intentional acts of the CRA, its agents or employees. Each party assumes the risk of personal injury and property damage attributable to the acts or omissions of that party and its officers,employees and agents. 12) Limitation of liability. To the extent permitted by law, the CRA's liability for all matters that occur as a result of, arise out of, or are otherwise related to this Agreement, including negligent,grossly negligent,or willful misconduct or omission,shall be limited to the amount of Compensation, less amounts that have already been paid, or the direct out-of-pocket damages actually incurred, whichever is less. Neither Party shall not be liable to the other party for special,indirect, incidental or consequential damages. Each Party hereby disclaims such damages to the full extent such may be disclaimed, except in the case of fraud, gross negligence or willful misconduct of the responsible Party. Nothing in this Agreement shall be deemed to affect the rights, privileges, and sovereign immunities of the CRA , including those set forth in Section 768.28, Florida Statutes. Page 3 of 10 4875-9566-4284,v.2 13) No Transfer. The Contractor shall not subcontract, assign, or otherwise transfer this Agreement to any individual, group, agency, government, non-profit or profit corporation, or other entity without prior, written permission from the CRA. 14) Insurance. The Contractor shall obtain all insurance required by the CRA and provide proof thereof at least 10 days prior to the start of the Services, and include for the following insurance amounts: Commercial General Liability: $1,000,000 per occurrence/$2 million in the aggregate for bodily injury, personal injury and property damage Automobile Liability: $1,000,000 combined single limit for bodily injury and property damage, including hired owned and non-owned auto coverages Workers Compensation In the amounts required under Florida Statutes Cyber Liability: $1,000,000 coverage Umbrella/Excess Liability insurance $5,000,000 coverage The Insurance must remain in force for so long as is necessary to cover any occurrence relating to,resulting from, or arising out of the Services or this Agreement. Contractor shall not commence services under the terms of this agreement until a Certification of Insurance ("COI")has been received by the CRA. The CRA is to be included as"Additional Insured" with respect to liability arising out of services performed by the Contractor by or on behalf of the CRA or acts or omissions of the Contractor in connection with providing Services pursuant to this Agreement. The Certificate must include the following as additional insured parties: Boynton Beach Community Redevelopment Agency 100 E Ocean Avenue,4th Floor Boynton Beach,Florida 33435 The City of Boynton Beach 100 E. Boynton Beach Boulevard Boynton Beach, Florida 33435 15) Tax Forms. The Contractor's individual members, including the Contractor's agents and employees, shall provide the CRA with completed W-9 forms in order receive Payment. The CRA shall provide the Contractor with an IRS Form 1099 where required under law. The Contractor further acknowledges that the CRA is neither paying Social Security benefits nor withholding taxes from the Contractor's compensation for the Services. The Contractor Page 4of10 4875-9566-4284,v.2 assumes all liability and responsibility for payment of the Contractor's (and the Contractor's individual members)own FICA and Social Security benefits and all taxes resulting from this Agreement. 16) Funding. This Agreement is expressly conditioned upon the availability of funds lawfully appropriated and available for the purposes set out herein as determined in the sole discretion of the CRA. In the event funds to finance this Agreement become unavailable,the CRA may terminate this Agreement upon no less than twenty-four(24)hours'notice to Contractor.The CRA shall be the sole and final authority as to the availability of funds. The CRA shall pay Contractor for goods received or services rendered prior to the date of termination. 17) No Discrimination. The Contractor shall not discriminate against any person on the basis of race, color, religion, ancestry, national origin, age, sex, marital status, familial status, gender identity,gender expression,sexual orientation or disability for any reason in its hiring or contracting practices associated with this Agreement. 18) Independent Contractor; No Partnership, Etc. The Contractor agrees nothing contained in this Agreement shall be deemed or construed as creating a partnership,joint venture, or employee relationship. It is specifically understood that the Contractor is an independent contractor(s) and that no employer/employee or principal/agent is or shall be created nor shall exist by reason of this Agreement or the performance of Services; and that Contractor is an independent contractor and not an employee of the CRA for all purposes including but not limited to, the application of the Fair Labor Standards Act minimum wage and overtime payments, Federal Insurance Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the provisions of the Internal Revenue Code, the State Worker's Compensation Act, and the State Unemployment Insurance Law.. The Contractor will exercise its own judgment in matters of safety for itself, those affected by the Services, and attendees of the Event. 19) Promotional Materials. The Contractor agrees that the CRA may photograph and/or record video and audio of the Services, and that such photographs and recordings may be (i) used for the purposes of promotion of the CRA, or undertakings by the CRA; (ii)transmitted live or by recording on local television and radio channels; and (iii) used in materials intended for public display or distribution to the public, including but not limited to print advertisements, billboards, street and light pole banners, websites affiliated with the CRA, and social media affiliated with the CRA. The Contractor waives and assigns to the CRA all copyrights under the Copyright Act of 1976, 17 U.S.C. 101, et seq., and all other rights in recorded,photographed,or transmitted versions of the Services. The CRA shall attribute the Services to the Contractor. 20) No Infringement. The Contractor represents that in performing the Services under this Agreement, the Contractor will not infringe on the property right, copyright,patent right or any other right of anyone else; and if any suit is brought or a claim made by anyone that anything in conjunction with the ownership or the presentation of said Contractor or appearance as part of the Services is an infringement on the property right,copyright,patent right, or other rights, the Contractor will indemnify the CRA against any and all loss, Page 5of10 4875-9566-4284,v.2 damages, costs, attorney fees or other loss whatsoever. The Contractor shall not use the CRA's logos, or marks without the CRA's prior written approval. 21) Entire Agreement. This Agreement represents the entire and sole agreement and understanding between the Parties concerning the subject matter expressed herein. No terms herein may be altered,except in writing and then only if signed by all the parties hereto. All prior and contemporaneous agreements, understandings, communications, conditions or representations, of any kind or nature, oral or written, concerning the subject matter expressed herein,are merged into this Agreement and the terms of this Agreement supersede all such other agreements. No extraneous information may be used to alter the terms of this Agreement. 22) Counterparts and Transmission. To facilitate execution,this Agreement may be executed in as many counterparts as may be convenient or required, each of which shall be deemed an original,but all of which together shall constitute one and the same instrument. The executed signature page(s)from each original may be joined together and attached to one such original and it shall constitute one and the same instrument. In addition, said counterparts may be transmitted electronically (i.e., via facsimile or .pdf format document sent via electronic mail), which transmitted document shall be deemed an original document for all purposes hereunder. 23) Agreement Deemed to be Drafted Jointly. This Agreement shall be deemed to be drafted jointly and shall not be construed more or less favorably towards any of the parties by virtue of the fact that one party or its attorney drafted all or any part thereof. Any ambiguity found to exist shall be resolved by construing the terms of this Agreement fairly and reasonably in accordance with the purpose of this Agreement. 24) Governing Law, Jurisdiction, and Venue. The terms and provisions of this Agreement shall be governed by, and construed and enforced in accordance with, the laws of the State of Florida and the United States of America, without regard to conflict of law principles. Venue and jurisdiction shall be Palm Beach County, Florida, for all purposes, to which the parties expressly agree and submit. BY ENTERING INTO THIS CONTRACT, CONTRACTOR AND CRA HEREBY EXPRESSLY WAIVE ANY RIGHTS EITHER PARTY MAY HAVE TO A TRIAL BY JURY OF ANY CIVIL LITIGATION RELATED TO THIS CONTRACT. CONTRACTOR SHALL NOT BRING ANY COURT ACTION AGAINST CRA EITHER IN EQUITY OR IN LAW,AND CONTRACTOR EXPRESSLY WAIVES ITS RIGHT TO INSTITUTE LITIGATION AGAINST CRA FOR ANY MATTER ARISING UNDER THE TERMS OF THIS CONTRACT,UNTIL AFTER THE PROJECT HAS BEEN COMPLETED AND ACCEPTED BY CRA. 25) Severability. If any part of this Agreement shall be declared unlawful or invalid, the remainder of the Agreement will continue to be binding upon the parties. To that end, this Agreement is declared severable. 26) Force Majeure. Neither party shall be deemed to be in breach of this Agreement if either party is prevented from performing any obligations required of it by reason of boycotts, shortages of materials, labor disputes, embargoes, acts of God, epidemic, pandemic, acts of Page 6 of 10 4875-9566-4284,v.2 public enemy, acts of superior governmental authority, floods, riots, foreign or civil wars, rebellion, terrorism, sabotage by third parties, or any other similar circumstances for which it is not reasonably responsible and which are not within its control. Each party take all reasonable steps to prevent, reduce, mitigate, and remedy the effects of the Force Majeure event as soon as possible if within its control. The CRA shall not be obligated to pay Contractor Compensation under this Agreement to the extent that a Force Majeure prevents or delays Contract from performing Services. 27) Voluntary Waiver of Provisions. The failure of either Party to enforce any of its rights hereunder or at law will not be deemed a waiver or a continuing waiver or any of its rights or remedies against the other Party, unless such failure or waiver is expressly set forth and acknowledged in writing. The CRA may, in its sole and absolute discretion, waive any requirement of the Contractor contained in this Agreement. The Contractor may waive any requirements of the CRA contained in this Agreement. 28) Contractor-owned records.Except as provided in Chapter 119,Florida Statutes,all records created and compiled by Contractor in completing the Services are owned by Contractor and include, but are not limited to, written reports, studies, drawings, blueprints, photographs, negatives of photographs, computer printouts, graphs, charts, plans, contract documents, specifications, all ridership data, information generated on the Contractor's proprietary mobile applications and all other similarly recorded data. 29) Public Records. The CRA is a public agency subject to Chapter 119,Florida Statutes. The Contractor shall comply with Florida's Public Records Law. Specifically, the Contractor shall: a. Keep and maintain public records required by the CRA to perform the Services described in this Agreement. b. Upon request from the CRA's custodian of public records,provide the CRA with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in Chapter 119, Florida Statutes,or as otherwise provided by law. c. Ensure that public records that are exempt or confidential and exempt from public record requirements are not disclosed except as authorized by law for the duration of the Agreement term and following completion of the Agreement if the Contractor does not transfer the records to the CRA. d. Upon completion of the Agreement, transfer, at no cost, to the CRA all public records in possession of the Contractor or keep and maintain public records required by the CRA to perform the service. If the Contractor transfers all public records to the CRA upon completion of the Agreement,the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the Agreement,the Contractor shall meet all applicable requirements for retaining public records.All records stored electronically must be Page 7 of 10 4875-9566-4284,v.2 provided to the CRA, upon request from the CRA's custodian of public records, in a format that is compatible with the information technology systems of the CRA. The Contractor also understands that CRA may disclose any document in connection with performance of the Services or this Agreement, so long as the document is not exempt or confidential and exempt from public records requirements. IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS AGREEMENT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT (561) 737-3256; 100 E. Ocean Ave., 4th Floor, Boynton Beach, FL 33435; or TackT(acbbtl.us. 30) Agent. If this Agreement is signed by the Contractor's agent, the agent warrants that he/she is duly authorized to act on behalf of the Contractor, that he/she is authorized to enter into this Agreement, and that the agent and Contractor are jointly and severally liable for any breach of this Agreement. 31)Notice and Contact. The parties shall use the contact information below for coordinating delivery of the Services. Whenever either Party desires to give notice to the other, such notice must be in writing and sent by United States mail, return receipt requested,courier,evidenced by a delivery receipt,or by overnight express delivery service,evidenced by a delivery receipt, addressed to the Party for whom it is intended at the place last specified; and the place for giving of notice shall remain until it shall have been changed by written notice in compliance with the provisions of this paragraph. For the present, the Parties designate the following as the respective places for giving of notice: Contact Person for the Contractor Circuit Transit Inc. Jason Mirras 501 East Las Olas Suite 300 Fort Lauderdale, FL 33301 With a copy to: Circuit Transit Inc. P.O. Box 2173 Amagansett,NY 11930 Attention : James Mirras Contact Person for the CRA (hereinafter"Program Coordinator"): Name: Timothy Tack Address: 100 E. Ocean Avenue. 4th Floor, Boynton Beach, FL 33435 Page 8of10 4875-9566-4284,v.2 Email Address: TackT@bbfl.us. Telephone Number: (561)600-9091 With a copy to: Kathryn Rossmell, Esq. Lewis, Longman, & Walker P.A. 360 S. Rosemary Avenue, Suite 1100 West Palm Beach,FL 33401 32) Attorneys' Fees and Costs. Should it be necessary to bring an action to enforce any of the provisions of this Agreement, each party shall be responsible for its own attorneys' fees and costs. 33) Compliance with Laws. In the performance of the Services under this Agreement, the Contractor shall comply in all material respects with all applicable federal and state laws and regulations and all applicable Palm Beach County, City of Boynton Beach, and CRA ordinances and regulations, including applicable ethics and procurement requirements. 34) Effective Date and Termination. This Agreement will become effective at the date and time that the last party signs this Agreement ("Effective Date"). Unless earlier terminated pursuant to this Agreement, this Agreement will automatically terminate after the performance of the Services and final Payment by the CRA. Nothing in this paragraph shall be construed so as to affect the CRA's right to cancel or postpone the Services pursuant to this Agreement. 35) Modification. This Agreement will not be modified or amended except by the express written agreement of the Parties, signed by a duly authorized representative for each Party. Any other attempt to modify or amend this Agreement will be null and void and may not be relied upon by either Party. 36) Survival. The provisions of this Agreement regarding promotional rights, infringement, indemnity, waiver, limitation of liability, insurance, agents, and cancellation shall survive the expiration or termination of this Agreement and remain in full force and effect. 37) Electronic Signatures. The parties agree that the electronic signature of a party to this Agreement shall be as valid as an original signature of such party and shall be effective to bind such party to this Agreement. 38) Non-Scrutinized Company. Contractor hereby certifies that it is not on the Scrutinized Companies that Boycott Israel List created pursuant to Section 215.4725, Florida Statutes, and is not engaged in a boycott of Israel. If the CRA determines that this certification is falsified or contains false statements,or that Contractor is placed Scrutinized Companies that Boycott Israel List or engages in a boycott of Israel after the execution of the Agreement,the CRA may terminate the Agreement. 39) Agreement Non-Exclusive. Contractor shall be free to contract for similar services to be performed for other entities or persons while under contract with the CRA. The provision of Page 9 of 10 4875-9566-4284,v.2 services provided for herein is non-exclusive. The CRA in its sole and absolute discretion may retain additional entities or persons to perform the same or similar work. 40) E-Verify. Contractor warrants for itself and its subcontractors that Contractor and all subcontractors are in compliance with all federal immigration laws and regulations that relate to their employees. The Contractor agrees and acknowledges that the CRA is a public employer that is subject to the E-verify requirements as set forth in Section 448.095,Florida Statutes, and that the provisions of F.S. Sec. 448.095 apply to this Agreement. Notwithstanding any other provisions in this Agreement,if the CRA has a good faith belief that Contractor has knowingly hired, recruited or referred an alien who is not duly authorized to work by the immigration laws or the Attorney General of the United States for employment under this Agreement,the CRA shall terminate the Agreement. If the CRA that has a good faith belief that a subcontractor knowingly hired, recruited or referred an alien who is not duly authorized to work by the immigration laws or the Attorney General of the United States for employment under this Agreement, the CRA shall promptly notify Contractor and order Contractor to immediately terminate the contract with the subcontractor. Contractor shall be liable for any additional costs incurred by the CRA as a result of the termination of a contract based on Contractor's failure to comply with E-verify requirements referenced herein. 41) Conflict of Interest. Circuit represents that it has no interest and will not acquire any interest, direct or indirect, that would conflict with the performance of the services to be rendered under this Agreement. IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed on the day and year written below. By Date: t/Z.• ft< 2`( Au epresentative r Contractor Print Name: 1-3-Pc Le-1 Witness: —. Date: t/2 2�`t Witness Name: t 4 ---- ‘4 C' 5 By: - Date: / 9' 20 z'? Authorized esentative for CRA Print Name/ 79 i()0 & Witness: -(17- Date: I INV ZoZq Witness Name: 70 N I E Ni I(AL.'1A El.; Page 10 of 10 4875-9566-4284,v.2 EXHIBIT A: SCOPE OF WORK Section 1: Summary of Services Circuit shall develop, implement and manage a Micro-Transit"On Demand"service(the"Service")within a geo-fenced coverage area described in Exhibit A-1. The Service will have the ability to be on demand and may include supplementary service for special events as specified in this Scope of Work.The Service will serve visitors,residents, and workers by providing a convenient,efficient mobility option to circulate primarily throughout the Boynton Beach CRA boundaries and provide transportation to Ocean Front Beach Park.The Service to the Beach shall be subject to CRA's execution of an interlocal agreement with the City of Boynton Beach for the provision of services to Ocean Front Beach Park. The Service shall: A. Operate a 6-month on-demand pilot test in two zones(Zone 1 and Zone 2)covering approximately 1.6 square miles of coverage area as illustrated in Exhibit C ("Service Area"). Zone 1 is located within the boundaries of the CRA. Zone 2 provides service to Ocean Front Beach Park, which is located outside the boundaries of the CRA. B. Supplement any part of the service with a fixed route for special events and if deemed necessary through data and public needs. C. Demonstrate the ability to scale up and down the fleet of vehicles and deploy them to various locations based on monthly,weekly,daily,and hourly fluctuations in demand in order to achieve a desired level of service. D. Operate vehicles that meet the Federal Motor Vehicle Safety Standards and Regulations. E. Provide a safe and pleasing passenger experience with capable,qualified and courteous drivers. F. Feature a mobile application downloadable from both the Apple Store and Google Play Store which will have the ability to charge a fee for service via a secured credit card payment system. G. Provide a dedicated phone line so that users can call and request assistance. H. Service will be operational within 30 days of the effective date of this Agreement or upon the CRA's execution of an interlocal agreement with the City of Boynton Beach for services, whichever is later. The date of operation may be extended by mutual agreement of the parties if necessary to accommodate installation of infrastructure as required by Section 4 this agreement. I. Service shall be periodically adjusted based upon needs identified during the term of the Agreement and the availability of funds. Section 2: Mobile Application Circuit shall provide a mobile application which provides for the following: A. Allows riders to request pick up and drop off locations within the Service Area. B. Allows the user to connect from Zone 1 and Zone 2. C. At no cost to the CRA,Circuit shall maintain updates to the application,which shall be compatible with smart phones and other mobile devices. D. Provides for the ability to charge a fee per rider and issue discounts via promo-codes. E. Provides users with approximate time until pick up. F. Allows users to rate drivers and provide feedback. G. Features a Google Maps based map (or equivalent) that identifies the boundaries of the Service Area. H. After a ride request has been accepted by a driver, depicts the real-time location of vehicles on a map of the Service Area. I. Ability to track party and usage data. 4853-3349-4940,v.6 Section 3: Marketing and Branding A. In coordination with the CRA,Circuit shall develop and implement a branding strategy,which shall incorporate the logo and name of the CRA and the City of Boynton Beach. Circuit shall not implement any branding strategy without prior written approval from the CRA.Any changes to the branding strategy must be approved in writing by the CRA prior to implementation. B. Circuit shall develop and implement a marketing program to promote awareness of the program. The CRA shall have the right to request changes to the marketing program. C. The CRA retains the right to review marketing materials prior to use and to request changes or withdrawal of any marketing materials. Section 4: Vehicles and Infrastructure Circuit shall procure, license, operate and maintain vehicles and related infrastructure including charging stations used in the service in accordance with applicable laws and regulations with the following requirements. A. Fleet Size. Unless the parties agree otherwise,Circuit will acquire and operate at its own expense no fewer than two(2)GEM vehicles(inclusive of one(1)ADA accessible GEM vehicle)and two (2)EV Sedans as part of this Service.The parties agree that the hourly rate for the EV Sedans will be the same as the GEM vehicles for the Initial Term and Renewal Term of the Agreement. Circuit shall maintain and operate vehicles to satisfy the minimum levels of service and ADA accessibility requirements. B. Specifications.All vehicles will: i. Comply with all applicable laws and regulations. ii. Be fully electric. iii. Meet all safety standards established by applicable law or regulation. iv. Feature luggage carrying capacity. C. Branding. The branding strategy will be applied to all vehicles as follows: i. At all times during operation of any vehicles pursuant to this Agreement,Circuit may apply, but is not limited to, branding to all wheels, hoods, front panels, coping, roof and rear fenders,unless otherwise prohibited by the CRA. ii. Circuit shall develop a default vehicle wrap to be used when no paying advertiser has been identified for any vehicle or vehicles for a period of 7 days or longer unless otherwise approved by the CRA. iii. Exterior and interior advertising will not interfere with the placement or visibility of any branding required by this Agreement, unless otherwise approved by the CRA. D. Licensing.Circuit shall obtain and maintain proper licensing and registration of all vehicles at all times. E. Parking and charging stations. The CRA shall provide four (4) parking spaces that will be reserved exclusively for Circuit's use, which Circuit may use for charging, parking, and storing the vehicles during times of non-operation. The location of the spaces will be as stated in the Interlocal agreement between the CRA and the City. Circuit shall be permitted to install Level 2 EV charging stations and signage at the three (3) of the reserved parking spaces. Circuit shall be solely responsible for the cost of signage,charging equipment, and electrical services required for charging vehicles. The CRA shall ensure that electrical service is available at the reserved spaces. Upon termination of the Agreement, Circuit shall restore the reserved parking spaces to their original condition. F. Maintenance and replacement. 4853-3349-4940,v.6 i. At Circuit's sole cost,Circuit shall maintain the interior and exterior of all vehicles in good working order,in accordance with all applicable laws and regulations. ii. Circuit shall ensure that all vehicles will be free of graffiti,vandalism,defacement and other damage to the satisfaction of the CRA. iii. Circuit shall replace any vehicle at its sole cost when the vehicle cannot be maintained in good working order, in accordance with applicable laws and regulations, or it is no longer able to be maintained in accordance with the requirements of this Agreement. iv. Circuit shall use its best efforts to restore or replace non-operational vehicles to operation within three (3) calendar days from the date of any incident requiring the vehicle to be removed from operation. Circuit shall provide verbal and written notice to the CRA of any delay in restoring or replacing a non-operational vehicle that extends beyond three (3) calendar days from the date of malfunction. If the CRA determines that any such delay is due to Circuit's lack of diligence,the CRA will have the right to pursue any remedy provided for in this Agreement, or at law or equity. Section 5: Staffing A. General. Circuit shall provide sufficient staffing to maintain levels of service required by this Agreement. All persons providing services pursuant to this Agreement will be employees, contractors or consultants hired by the Circuit.Circuit is solely responsible for all staffing decisions made pursuant to this Contract. B. Drivers.Circuit shall obtain complete background checks on all drivers,including driving records, criminal checks and employment references, conduct initial drug testing, and provide a training program for newly hired drivers. Circuit shall not hire any convicted felon or any person who has been convicted or pled guilty to driving under the influence of drugs or alcohol as a misdemeanor in any state. Circuit shall not hire a driver with more than three(3)infractions relating to driving a motorized vehicle within the previous 24 months. Circuit to review each driver's driving and criminal records at least annually. C. Circuit shall provide its employees with a living wage and tips. Section 6: Attaining and Maintaining Levels of Service(LOS) A. General. Circuit shall provide an LOS that meets customer demands at all times of Service operations. B. Service Level review. Circuit and the CRA shall meet at least quarterly to review LOS and determine if any adjustments are necessary.Any agreed upon adjustments will be made in writing. C. The CRA designates Timothy Tack as the Project Manager and will provide written notification to Circuit of any changes to the Project Manager. The Project Manager shall be Circuit's principal point of contact regarding any matters relating to this Agreement. The Project Manager shall provide all general direction to Circuit regarding performance and provide guidance regarding the CRA' s goals and policies. The Project Manager is authorized to waive or modify any material changes to this Scope of Work changes so long as the changes do not increase Compensation paid to Circuit. Except as provided herein,any modifications to the Scope of Services that increase the Compensation paid to Circuit must be agreed by the parties by written amendment to the Agreement. D. Circuit designates Jason Bagley as Circuit's Representative for this Agreement. Circuit will provide written notice to the CRA should there be a subsequent Representative change. Circuit's Representative has full right,power and authority to act for Circuit on all matters arising under or relating to this Agreement. E. Special events. CRA may request additional vehicles for special events. Such request shall be made at least thirty(30)days prior to the special event and may include a request the establishment 4853-3349-4940,v.6 of a fixed route for existing vehicles and/or a request additional vehicles, subject to availability. For additional vehicles provided for special events, CRA agrees to pay the regular service hourly rate per vehicle of$34.97 plus the actual cost to transport the vehicle(s)to the requested location, which will be agreed to by the parties in writing, prior to transportation. Section 7.Trip Sharing A. Drivers shall be permitted to transport more than one(1)party but no more than five(5)parties in GEM vehicles and four(4) parties in the E-Sedan under the following conditions: i. The vehicle must be equipped with individual seatbelts for the driver and each rider. ii. All passengers must use seatbelts at all times. iii. The total number of passengers, including the driver does not exceed the vehicle's legal capacity. Section 8: Operational Requirements A. Circuit and all its employees, officers, managers, staff, subcontractors and subconsultants shall comply with all applicable local, state and federal laws and regulations while performing work pursuant to this Agreement including but not limited to all laws and regulations regarding the safe operation of vehicles. B. Circuit shall prohibit drivers from texting or using smartphones, or other mobile device, eating, drinking, wearing headphones, and engaging in any activity that may cause the driver to become distracted while driving the vehicle. Parties acknowledge and agree that (i) drivers will only be permitted to wear Bluetooth enabled device or similar technology to provide service provided by this Contract in accordance with all laws governing such devices; and (ii) drivers may use smart phones mounted to the dashboard or windshield of the vehicles only in accordance with all laws governing such devices. C. Circuit must obtain all permits and approvals required in the ordinary course of business for the safe and legal operation of the Service, including without limitation,permits or approvals from the Florida Department of Highway Safety and Motor Vehicles, . Circuit is responsible for obtaining any permits and approvals required by the State of Florida for operation of the Service. D. Circuit to require all persons using the Service to comply with applicable local, state and federal laws and regulations relating to the use of seatbelts and alcohol consumption in vehicles. E. Circuit and its drivers are permitted to refuse service when, in the driver's opinion, a passenger poses a threat to himself or herself, other passengers, the driver, the vehicle or other vehicles or persons. F. Circuit is permitted to establish reasonable restrictions on the provision of services to non-service animals. G. All Circuit drivers shall wear proper identification and a uniform. H. The CRA reserves the right to request immediate dismissal of any Circuit employees who fail to comply with the requirements of this Agreement. Relief personnel should be readily available during the term of this Agreement. Section 9: Operating Hours Each vehicle shall be available for an anticipated sixty(60)hours each week("Vehicle Hours") . The cost per vehicle shall be based on the rates described in the Pricing Schedule attached as Exhibit B.The Vehicle Hours shall occur within the following schedule: 4853-3349-4940,v.6 Day Start time End time Mon 10:00 am 8:00 pm Tues 10:00 am 8:00 pm Weds 10:00 am 8:00 pm Thurs 10:00 am 8:00 pm Fri 10:00 am 10:00 pm Sat 10:00 am 10:00 pm Sun 10:00 am 8:00 pm CRA Project Manager shall have the discretion to reduce or increase the number of Vehicle Hours and/or determine the hours of operation based on level of demand as determined by monthly data collection and consideration of holidays or other special events so long as the total Vehicle Hours for each month does not exceed the CRA's annual budget for the Service. Section 10: Levels of Service Reporting A. Circuit shall provide the CRA with monthly reports describing the level of service for each zone. Upon request,Circuit will provide the CRA with weekly level of service reports for each zone. B. Monthly data reports shall include: i. Number of parties on a daily,weekly and monthly basis ii. Number of paying customers iii. Gross/Net revenue collected for fare revenue credits which distinguishes between fare revenue collected for Zone 1 trips and fare revenue collected for Zone 2 trips. iv. Number of vehicles not in operation on a daily,weekly and monthly basis v. Average wait time from request through the mobile app until arrival by assigned driver on a daily,weekly and monthly basis. vi. Average trip duration on a daily,weekly and monthly basis. vii. Pick-up and drop off location for each trip. viii. Average number of passengers per party per trip. ix. Average number of parties per trip. x. Number of passenger complaints received and resolution of the complaints on a daily, weekly and monthly basis. C. Circuit shall present a report to the CRA Board on a quarterly basis summarizing the data provided in the monthly reports,the collected fare revenue, and the advertising revenue generated. D. In the event Circuit does not provide a required report(s), the CRA reserves the right to withhold payment until the required report is received. To the extent that the CRA requires additional information related to the above reporting requirement,Circuit shall provide the information to the CRA. Section 11: Advertisement Sales Circuit shall sell space on the exterior or interior of the vehicles for the display of commercial advertising. Net Advertising Revenue, defined below, that is generated by Circuit in connection with the sales of commercial advertising shall be divided equally between Circuit and the CRA. Net Advertising Revenue means the gross advertising revenue received less all costs and expenses, including, but not limited to 4853-3349-4940,v.6 advertisement design,production costs, installation and removal costs and customary commissions paid to media sales representatives, incurred by Circuit in connection with providing the advertisement sales. Circuit shall provide an accounting of all advertising revenue with its Level of Service monthly report as required in Section 9, which shall include the gross revenue, costs and expenses Circuit shall provide to CRA a breakdown of the Net Advertising Revenue each month,which shall include the gross revenue plus costs and expenses incurred in connection with providing advertising sales Section 12. Advertising Guidelines A. In its agreements with its advertising contractors, Circuit shall reserve the right to reject any advertisement,commercial or noncommercial. B. Circuit shall determine the methods, details, and means for performing the Advertising Sales Services, subject to the CRA's consent which shall not be unreasonably withheld. C. All advertising and promotional materials, including, without limitation, any vehicle "wraps" (collectively "Advertising")must conform to the following criteria: i. Defamatory Advertisinu. 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. ii. Advertising Condoning Criminal Conduct.No Advertising will be permitted that is likely to incite or produce imminent unlawful activity. iii. Obscene Advertising. No Advertising shall display any statement, word, character, or illustration of an indecent or obscene nature, as defined by F.S. Chapter 847, as may be amended from time to time. iv. False Advertising.No Advertising shall displace false or misleading information,intended to mislead the public as to anything sold, any services to be performed or information disseminated. v. Tobacco. Firearms. and Cannabis. No Advertising shall display any statement that promotes the sale of tobacco or tobacco products, electronic cigarettes, firearms, or medical marijuana treatment centers or delivery devices in accordance with Florida law. vi. Existing Laws. All Advertising must conform to all applicable federal, state, and local statutes,laws,ordinances,rules and regulations. D. The CRA shall request 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 request. Circuit will consider and act promptly upon the request in accordance with this policy. Section 13: Ridership Fares A. Circuit shall collect ridership fares for the services,as follows: 4853-3349-4940,v.6 i. For rides that begin and terminate within Zone 1: $1.00 for each rider. ii. For rides that begin or terminate in Zone 2:$2:00 for each rider. If the rider is part of a group,$2.00 for the initial rider and$1.00 for each additional rider within the group. B. Circuit shall credit the CRA's monthly invoice for each Zone with 100%of the Net Fare Revenue, defined below,that is generated and collected from ridership fares. C. Net Fare Revenue means all gross ridership revenue that is collected from the passengers for the services less revenue collection costs and expenses, including but not limited to sales taxes or other taxes imposed by law,credit card processing fees and other billing related charging by third parties imposing similar processing charges. Circuit will be responsible for documenting all costs and expenses and related charges associated with the Net Fare Revenue calculations. 4853-3349-4940,v.6 Exhibit A-1 Service Area The Circuit Service Area for City of Boynton Beach CRA that is active in the Ride Circuit app and on the Circuit website is as follows: , ii. /7 f �i KM oi , 1 . Oceari;Front B •ch Park, IF i Two_Georges ,i eoa _w_ WaterfrontlGrifle EOce: • ' (''') 6 11 i 71 w t i c J CD AL CD 0) a 1/ i. tQ \\.„ f, , s, 1, - \, I,/ ke) co il,, i ,Jm Briny Breezes SE 2 a Zone 1: Area shaded blue Zone 2: Area shaded green 4854-7888-5014,v.2 Exhibit B: Pricing Schedule u Vh33 S 0ow.rtownl57d53I MAh.a7(t41.h 1on6- 36464, 14cM1,1 44.r66 I 615.165 64..03 Ms,M5 M.M06 13s*7 Month Mo.• Moab 20 35421I 04.Mu 51..0 Mr Mel 6C M 50 0 $ M 00 1 M M 1•.26 M M0I/, 361 161 161 261 555 111 241 261 161 261 261 266 •03/7 I •0560030. 11 1 1 i 1 1 1 •0170. 0 • 0 0 •Mf.M 1 5 2 1 1 1 13 1 3 311412•6125e110b Now 241.0 261.0 MIA 1610 241-0 261.0 7610 261.0 111.0 161.0 2430 251A 0105.335959701115.n1.13)97(5753090 2430 MMA 2620 162.0 1610 2610 2610 061.0 1610 2610 241.0 26131 1V Van!wow Noun 00 0.0 D.0 0A DA 00 OA 012 OA 00 00 DO 362.5.7.110515 5220 111 t 5110 522.5 5110 5210 5220 521-0 5221 5210 5110 5110 0/OM3nr3.x3w 1 Sari 0 Mn 5 3617 $ 3637 $ 1631 $ RV 3 34,37 S 50.57 $ 043, $ 15.77 0 737 S Stn $/0023nn4226000n..e 1051 I 5457 $ 14.17 1 54.57 $ 36.77 4 35.17 $ 1177 $ 0437 3 54.41 5 SW $ 5447 $ 5537 $ 1550 3/1Vwn0Mv11s. 1 - AO 3 . 35 1 AD $ - ID $ - 30 $ ' 3O $ - AD 3 - Al 3 • 35 5 ' .35 3 - 30 5 - 40 5/50MYr.71. 0 )1.17 1 3437 $ 3637 S XVI 3 36.10 $ 3157 $ 731 $ 1430 $ 15.30 $ 3537 3 3637 $ 4537 bol ow 5 MO 3 5633 I 55503 1 400 1 3.w / $155 5 11126 $ 11501 1 5463 1 35353 $ 34.400 $ 55535 M•.., ./Meth 5 LOW 3 2600 1 1000 0 1000 5 1.600 S 0.000 $ 2W 1 L000 S 1000 3 LOW 0 6.03 $ 1.000 I0,.•t.d7.05.w0.Nona 1 0132 5 3132 1 1531 2 5117 0 5177 S 4312 0 4.320 1 1131 t 5162 1 1232 5 6132 2 5 232 ....Mlo.s.. S 5.330 $ 400 $ 4172 5 1.515 $ 1.550 1 4131 1 3.500 0 4132 3 4232 $ 4232 S 4172 $ 4.135 6MM•37.71135CRA$1 $ Wn $ 11377 5 9090 $ 0.677 1 W77 $ lain $ Wn $ 37.177 5 12177 5 11.10 6 nags $ WTI 3001 ._ --v_M,•e__- _. 5.12626 .__.__• lo.n005..5a. wob.4 ,600030050.04.. -WY.c347 0095.3 01.111,05 *335.0.1 ' bmeN ,My 05.0.4. p~5 meek :Now D10.0.05 P.0.45 .WY el c0eI$7 40.45 15561 4040 1606 4045 04423 KM µy 4$$ . _ S55A7 4050.__.- 3m 307 _ 10631 /5145 15100 3345 540.11 ' 14040 $3637 111.40 5333 WO WT 1 - __L6F4. 31.37 124$ ,f13f. - -_.._k58. ,6•423 131.23 .4-10 3.140 667 57.11 7170 YN47 6• 75 /15.31 71.73 534047040___ 7040 _-. 11040 110301 7540 365.71 74-10 11330 las ___._... ,,. _. __10031 21-.5 S.123 si.as 135.11 x540 111.Mi 5040 � 4040 ULU 3.tri 32S.O3l 13045 SMM 245 Om $3aa 1�1�1113 M- 16157 771 i. '4-r EXHIBIT B z n 5 �' c � O m44 04 n " iijIh&tDr <> NE 14th Ave �, {� ' tore Dr R„,.r, l 6Dr Nv Ra <0 NE13thAve z SRd -0 , NL'!12th Ave `, fo Z N'WY11thAve y NES1thAve c, � Rader Rd It - r Martn Luther Jr 6hrd 0 �, �' NS'!9th.Ave NE 9th Ave NE 9th Ave m r� L- z a INCA'8th AveImam J v NE 8th Ave 4 n M 7 2 NE 7th Ave 6tf►Ave �, N NE 6th Ave J ZONE 2 (CITY) a 0 n IZONEI (CRA) I c� a CD sift iii .r.,m .. _ Nth'1st Ave Coconut Ln 111 } ^Y �^^ , E Ocean Ave Ocean Ridge 6. ;.'2SW is:Ave SE1stAve `-n' 4” 9i Hudson Ayr Q ...-I...-I "0. SW 2nd Ave .,�.L.ti..• r•� Q Si N s ., SW 4th Ave N 1 dill 11111114 ti SW 5th Ave r.) o, 5th Ave ger SW 5th Ln w o(.-., SN16th Ave m Pr m is 4 SW 7th Ave p - 0 C.'1, SW 8th Avc a � m ma ilirliit.) 'E Harbour Dr,ySN'9th Avc a 41 IlirSW 10th Ave Harbour Dr 5 l io 'SW 11th Ave stitia Ln 12th Ave JD SW 12th Ave ra yera Dr � ^ v - O o o'z':" av N �' 0 c raLWoolDright Rd E ••olbrrght Rd o Main 81.d ifit cn F., South Blvd a Hersey Dr v. N High Point". = c High Point Blvd SE 20thCt m Z- Mg. ..MIPAIL Iv it M c Fa:m Dr Briny Breezes w SW 23rd Ave y Eagle Dr Iw+r► �:11 111111 - EXHIBIT C E Boynton Beach Blvd 1 , 1• H9-F ^ H I A \R1-1 ,i ��o III 1 All° STOP SIGN STOP SIGN STOP SIGN 24' 0 I © _ //////�0 �������/I�0 / --ESTOP SIGN •I m ® ® To ® ® TAS 24'-I-20'-20'-I--24'-f-20'-20'-+-24'-4-20' 20.-4-24.--1--20.-1 I I J J L l _L__I . s s s 9' T I —1— 1 1 I -4 Circuit — I Z Designated EVm Parking Spaces — I i m ur II I © T © T © T e-` T I . 25' 25' 25' 25' • A R1-1 • I 1 // /,/ W/ /,/ W 7 R1-1 T 4-25' -i If 0 R1-1 Q R1-1 0 R1-1 0 STOP SIGN I STOP SIGN STOP SIGN STOP SIGN Q • 24 NE 1st Ave Q © AlI s. • L.. I © R1-1_••_••_••_••_••_•._••_.•_••7 1 1 STOP SIGN/ • • I II-20'-4-24'-1-20'—20'-4-24'-+20'-1 I I I I � I I • 9' 9' 9' i -r- 1 -r- I 0 24' Q 21iLt'b • EXHIBIT D The City shall promote the Services using Promotional Materials provided by the BBCRA, at no cost to the BBCRA, as follows: 1. Within one month of the Effective Date, the City shall: a. Send an email to every member of City staff concerning the availability of the Services; b. Make an announcement concerning the availability of the Services at a City Commission meeting; c. Share Promotional Materials on the City website, which shall remain on the City website for the term of the Agreement; d. Display Promotional Materials on the televisions at City Hall, which shall be displayed at least daily for the term of the Agreement as part of the City's regular rotation of content on such televisions; e. Display Promotional Materials displayed on digital marquees controlled by the City at least once daily for the term of the Agreement; and f. Display Promotional Materials on the digital kiosk(s) at City Hall, which shall be displayed at least daily for the term of the Agreement as part of the City's regular rotation of content on such kiosks. 2. Within three months Effective Date, the City shall: a. Share Promotional Materials at least once in all City newsletters (Sailfish Speaks, Economic Development, Recreation, and Library) and once in Funfare Magazine. In the event the City is not able to waive fees for including these Promotional Materials, the City may seek and is entitled to reimbursement from the BBCRA for the actual costs of including such Promotional Materials so long as the City receives the prior, written permission of the BBCRA to incur such costs; and b. Work with the BBCRA to create and include an insert in the City's utility invoices concerning the availability of the Services. 3. The City shall allow the BBCRA to: a. Install one 4x8 sign at City Hall and Oceanfront Park to market the Services; and b. Provide and display posters or postcards marketing the Services within City facilities, including City Hall, Cultural Center, Senior Center, Hester Center, and the Carolyn Sims Center concerning the Services. 4859-3315-2162,v. 1