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HomeMy WebLinkAboutReso 11-2017 (16-1004) City of South San Francisco coo ,off o p P.O. Box 711 (City Hall, 400 Grand Avenue) South San Francisco,CA _ City Council 0"1LIFOR 'lP Resolution: RES 11-2017 File Number: 16-1004 Enactment Number: RES 11-2017 A RESOLUTION APPROVING A FUNDING AGREEMENT WITH SCOOP TECHNOLOGIES, INC. OF SAN FRANCISCO,CALIFORNIA IN THE AMOUNT OF $50,000 TO SUBSIDIZE A PILOT CARPOOLING PROGRAM, AND AUTHORIZING AN APPROPRIATION OF $59,000 FROM THE CITY PROGRAMS SPECIAL REVENUE FUNDS AND AMEND THE PUBLIC WORKS FISCAL YEAR 2016-2017 OPERATING BUDGET TO IMPLEMENT A CARPOOL PILOT PROGRAM AND$9,000 TO COMMUTE.ORG FOR OUTREACH SUPPORT. WHERAS, the City would like to partner with Scoop Techologies, Inc., ("Scoop") and Commute.org to implement a pilot carpool program in the City of South San Francisco; and WHERAS, Scoop Technologies, Inc., ("Scoop") provides an innovative carpool matching service, connecting drivers with commuters who commute to and from nearby locations and provides a payment platform for the driver to receive payment from the rider; and WHEREAS, city staff met with Scoop, to evaluate their public and private sector partnership model that has been executed by neighboring cities; and WHEREAS, city staff recommends that the City partner with Scoop and enter into a $50,000 funding agreement to offer subsidized carpool matching services to employees within South San Francisco city limits; and WHEREAS, Commute.org submitted a proposal to assist the City with outreach and promotion of the Scoop app for an amount not to exceed$9,000; and WHEREAS, sufficient funding for the Scoop pilot program and outreach by Commute.org is available in the City Programs Special Revenue Fund. NOW,THEREFORE,BE IT RESOLVED,by the City Council of the City of South San Francisco that the City Council hereby authorizes the City Manager to execute the funding agreement to subsidize a pilot carpooling program with Scoop Technologies, Inc., of San Francisco, California, in an amount not to exceed$50,000 (Exhibit A). BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco appropriates the funds for the Scoop funding agreement and Communter.org support and authorizes the Finance Department to transfer funds to the General Fund in the amount of$59,000 consistent with information contained in the staff report with funding appropriated from the City Program City of South San Francisco Page 1 File Number: 16-1004 Enactment Number: RES 11-2017 Special Revenue Fund-Alliance Shuttle Account. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco authorizes the Finance Department to amend the Fiscal Year 2016-2017 General Fund Revenue Budget and the Public Works Operating Budget in the amount of$59,000. BE IT FURTHER RESOLVED that the City Council of the City of South San Francisco hereby appropriates $9,000 in expenses payable to Commute.org through a separate agreement for outreach and promotional activities related to implementation of the Scoop pilot program in South San Francisco. BE IT FURTHER RESOLVED that the City Manager is hereby authorized to execute the agreement documents on behalf of the City Council and all other documents, subject to approval as to form by the City Attorney. At a meeting of the City Council on 1/25/2017, a motion was made by Mark Addiego, seconded by Richard Garbarino, that this Resolution be adopted.The motion passed. Yes: 5 Vice Mayor Normandy, Councilmember Garbarino, Councilmember Matsumoto, Mayor Gupta, and Councilmember Addiego Attest b , 1 I Margdiet Roberts City of South San Francisco Page 2 Short Form Services Agreement [Rev:11/14/2016] 1 SOUTH SAN FRANCISCO FUNDING AGREEMENT This Funding Agreement (this “Agreement”) is made and entered into between the City of South San Francisco, a municipal corporation (“City”) and Scoop Technologies, Inc., (“Scoop” or “Consultant”) effective as of January 25, 2017 (the “Effective Date”). City and Scoop are hereinafter collectively referred to as the “Parties”. In consideration of their mutual covenants, the Parties hereby agree as follows: 1. Scope of Services. Scoop shall provide the following services to the City (“the Work”): design, implement, and conduct a subsidized carpooling program for employees within the City of South San Francisco, as more specifically described in the Statement of Work, attached hereto as Exhibit A. The Work shall commence on January 25, 2017 and shall be completed to the satisfaction of the City by January 31, 2018 unless such date is extended or otherwise modified by mutual agreement of the Parties in writing. In the event of a conflict or inconsistency between the text of the main body of this Agreement and Exhibit A, the text of the main body of this Agreement shall prevail. There is no work product under this Agreement, and City does not obtain any right or license to Scoop’s intellectual property. Notwithstanding anything else, Scoop retains and shall own all right, title and interest in and to its software, applications, platform technology and websites relating to facilitating carpooling among users, including all intellectual property rights therein, and no right or license to any of the foregoing is granted to City hereunder. 2. Payment. City shall pay Scoop a total amount not to exceed: Fifty Thousand Dollars ($50,000) for the full and satisfactory completion of the Work in accordance with the terms and conditions of this Agreement. The calculation of payment for the Work shall be set forth as follows: on a per trip basis according to the applicable amount indicated on the attached Exhibit A. The amount stated above is the entire compensation payable to Scoop for the Work performed hereunder, including all labor, materials, tools and equipment furnished by Scoop. City shall make payments, based on monthly invoices received, for Work satisfactorily performed each month. City shall have thirty (30) days from the receipt of an invoice to pay Scoop. 3. Independent Contractor/ Ownership. It is understood and agreed that this Agreement is not a contract of employment and does not create an employer-employee relationship between the City and Scoop. Scoop is not authorized to bind the City to any contracts or other obligations without the express written consent of the City. 4. Indemnification. To the fullest extent permitted by law, Scoop shall indemnify, defend (with counsel reasonably acceptable to the City), and hold harmless the City and its elected and appointed officers, officials, employees, agents, contractors and consultants (collectively, the “City Indemnitees”) from and against any and all liability, loss, damage, claims, expenses and costs, payable to an unaffiliated third party, (including, without limitation, attorneys’ fees and costs of litigation) (collectively, “Liability”) of every nature arising out of an allegation that Scoop’s carpooling platform misappropriates or infringes such third party’s intellectual property rights, except such Liability caused by the gross negligence or willful misconduct of the City Indemnitees. The obligations in this Section 4 are subject to City promptly notifying Scoop of such claim, reasonably cooperating at Scoop’s expense in the defense and settlement thereof, and permitting Scoop to control the defense and settlement thereof. 5. Insurance. Prior to beginning the Work and continuing throughout the term of this Agreement, Scoop, at sole cost and expense, shall furnish the City with certificates of insurance evidencing that it has obtained and maintains insurance in the following amounts: Dr a f t Short Form Services Agreement [Rev:11/14/2016] 2 A. Workers’ Compensation that satisfies the minimum statutory limits. B. Commercial General Liability and Property Damage Insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) combined single limit per occurrence, TWO MILLION DOLLARS ($2,000,000) annual aggregate, for bodily injury, property damage, products, completed operations and contractual liability coverage. C. Comprehensive automobile insurance in an amount not less than ONE MILLION DOLLARS ($1,000,000) per occurrence for bodily injury and property damage including coverage for owned and non-owned vehicles. All insurance policies shall be written on an occurrence basis and shall name the City Indemnitees as additional insureds with any City insurance shall be secondary and in excess to Scoop’s insurance. If Scoop’s insurance policy includes a self-insured retention that must be paid by a named insured as a precondition of the insurer’s liability, or which has the effect of providing that payments of the self-insured retention by others, including additional insureds or insurers do not serve to satisfy the self-insured retention, such provisions must be modified by special endorsement so as to not apply to the additional insured coverage required by this agreement so as to not prevent any of the parties to this agreement from satisfying or paying the self-insured retention required to be paid as a precondition to the insurer’s liability. Additionally, the certificates of insurance must note whether the policy does or does not include any self-insured retention and also must disclose the deductible. The City’s Risk Manager may waive or modify any of the insurance requirements of this section. EXCEPT AS EXPRESSLY SET FORTH HEREIN, THE WORK IS PROVIDED “AS IS” AND “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON- INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. EXCEPT FOR SCOOP’S INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, OR SUPPLIERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (I) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER OR (II) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE AMOUNTS PAID (OR PAYABLE) BY CITY TO SCOOP HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER. 6. Compliance with all Applicable Laws; Nondiscrimination. Scoop shall comply with all applicable local, state and federal laws, regulations and ordinances in the performance of this Agreement. Scoop shall not discriminate in the provision of service or in the employment of persons engaged in the performance of this Agreement on account of race, color, national origin, ancestry, religion, gender, marital status, sexual orientation, age, physical or mental disability in violation of any applicable local, state or federal laws or regulations. 7. Termination. City may terminate or suspend this Agreement at any time and without cause upon thirty (30) days’ written notification to Scoop. Upon the effective date of termination or suspension, Scoop shall immediately stop all work in progress under this Agreement. The City's right of termination shall be in addition to all other remedies available under law to the City. Upon termination, Dr a f t Short Form Services Agreement [Rev:11/14/2016] 3 City shall pay Scoop all amounts owed to Scoop pursuant to Section 2 for Work performed prior to the date of termination. 8. Omitted. 9. Payment of Taxes; Tax Withholding. Consultant is solely responsible for the payment of employment taxes incurred under this Agreement and any similar federal or state taxes. To be exempt from tax withholding, Consultant must provide City with a valid California Franchise Tax Board form 590 (“Form 590”), as may be amended and such Form 590 shall be attached hereto and incorporated herein as Exhibit B. Unless Consultant provides City with a valid Form 590 or other valid, written evidence of an exemption or waiver from withholding, City may withhold California taxes from payments to Consultant as required by law. Consultant shall obtain, and maintain on file for three (3) years after the termination of this Agreement, Form 590s (or other written evidence of exemptions or waivers) from all subcontractors. Consultant accepts sole responsibility for withholding taxes from any non-California resident subcontractor and shall submit written documentation of compliance with Consultant’s withholding duty to City upon request. 10. Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. 11. Entire Agreement. This Agreement represents the entire and integrated agreement between the Parties. This Agreement may be modified or amended only by a subsequent written agreement signed by both Parties. 12. Non-Liability of Officials, Employees and Agents. No officer, official, employee or agent of City shall be personally liable to Scoop in the event of any default or breach by City or for any amount which may become due to Scoop pursuant to this Agreement. 13. Prevailing Party. In the event that either party to this Agreement commences any legal action or proceeding (including but not limited to arbitration) to interpret the terms of this Agreement, the prevailing party in such a proceeding shall be entitled to recover its reasonable attorney’s fees associated with that legal action or proceeding. 14. Notice. All notices and other communications which are required or may be given under this Agreement shall be in writing and shall be deemed to have been duly given (i) when received if personally delivered; (ii) when received if transmitted by telecopy, if received during normal business hours on a business day (or if not, the next business day after delivery) provided that such facsimile is legible and that at the time such facsimile is sent the sending Party receives written confirmation of receipt; (iii) if sent for next day delivery to a domestic address by recognized overnight delivery service (e.g., Federal Express); and (iv) upon receipt, if sent by certified or registered mail, return receipt requested. In each case notice shall be sent to the respective Parties as follows: Scoop: Scoop Technologies, Inc. Attn: David Weisman 100 Montgomery Street Suite 1700 San Francisco, CA 94104 City: City of South San Francisco Dr a f t Short Form Services Agreement [Rev:11/14/2016] 4 Attn: City Manager’s Office 400 Grand Avenue South San Francisco, CA 94080 15. Execution in Counterpart. This Agreement may be executed in counterparts and/or by facsimile or other electronic means, and when each Party has signed and delivered at least one such counterpart, each counterpart shall be deemed an original, and, when taken together with other signed counterpart, shall constitute one Agreement, which shall be binding upon and effective as to all Parties. 16. Assignment, Governing Law. Scoop may not assign any obligations under this Agreement without the City’s prior written approval, provided that Scoop may assign this Agreement without consent to a successor to all or substantially all of its assets or business to which this Agreement relates. This Agreement is governed by California law. The jurisdiction for any litigation arising from this Agreement shall be in the state of California. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date written above. CITY: SCOOP: By: _____________________________ By:__________________________ City Manager Print Name: ___________________ Title: _______________________ APPROVED AS TO FORM: ____________________________ City Attorney Dr a f t Short Form Services Agreement [Rev:11/14/2016] 5 EXIHBIT A STATEMENT OF WORK This Statement of Work (SOW) is by and between Scoop Technologies, Inc. (“Scoop”) and The City of South San Francisco (“City of South San Francisco” or “City”). EFFECTIVE DATE: This SOW is effective as of January 25, 2017 ("SOW Effective Date"). SCOPE OF WORK Scoop will conduct a subsidized carpooling program (the “Program”) for employees in City. This pilot program is subsidized by the City of South San Francisco for the purpose of encouraging increased uptake of carpooling within the City, thus reducing trips to and from City of South San Francisco. Respective Party Responsibilities are as follows. Scoop will design and implement the Program for City of South San Francisco employees. Scoop will be responsible for the following elements of the Program: ● Making mobile applications available to support the Program, enabling employees who want to carpool to or from the City of South San Francisco to have convenient on-line access to other commuters who take personal vehicles to or from work and who are looking for other commuters to share driving expenses ● Fielding employee carpool requests and matching employees to carpool ● Determining the amount of cost to be shared with the driver by the passengers for each carpooling trip ● Accepting payments from the vehicle passengers by charging their credit cards on file with Scoop’s mobile application (via Stripe, a 3rd party payment processor) ● Reimbursing the carpool drivers after trips taken based on the amount of cost shared by their carpooling passengers ● Providing customer support directly to carpool drivers and passengers related to scheduling trips, taking trips, and sharing the cost of the trip ● Providing marketing materials to encourage usage of the Program by employees within the City of South San Francisco ● Scoop will launch by decreasing the cost to ride by $3 per trip and increasing the driver’s reimbursement by $3 per trip for employee carpools to the City of South San Francisco and supporting a return trip. The $3 per ride reimbursement structure is not to exceed $24,000 (4,000 trips). The subsequent $2 per trip reimbursement structure is not to exceed $10,000 (2,500 trips). The final structure will offer a $1 per trip reimbursement structure which is not to exceed $6,000 (3,000 trips). The remaining $10,000 will be reserved for the Guaranteed Ride Home Program, which is not to exceed $1,000 per month. ● Scoop and the City of South San Francisco maintain flexibility to alter the application of subsidized funds in order to better accomplish Program goals. ● Scoop shall provide to the City monthly reports outlining usage statistics and patterns, including number of rides and origin and destination information to the extent possible without compromising personal addresses, which reports shall be deemed SCOOP’s Proprietary Information that the City will not disclose to any third party absent Scoop’s prior written consent or as required pursuant to the California Public Records Act. Dr a f t Short Form Services Agreement [Rev:11/14/2016] 6 The City of South San Francisco will take on the following responsibilities with respect to the Program: ● Assist in marketing the Program to City of South San Francisco to employers and employees. ● Compensate Scoop up to $50,000 to subsidize the cost of the carpool program for City of South San Francisco commuters. All City of South San Francisco funds will be used to directly subsidize the cost of Scoop carpools for City of South San Francisco commuters or to fund Guaranteed Ride Home expenses. ● Reimburse Scoop up to $1,000/month to cover Scoop’s Guaranteed Ride Home expenses. These funds will be deducted from the total not to exceed amount of $50,000. PAYMENT RATES Fees: Total Program fees to not exceed $50,000, which includes up to $1,000/month in Guaranteed Ride Home expenses. Funds to be invoiced monthly by Scoop for completed trips and Guaranteed Ride Home expenses. Dr a f t Short Form Services Agreement [Rev:11/14/2016] 7 EXIHBIT B FORM 590 2763218.1 Dr a f t