Docusign Envelope ID: EC407AE6-1211-4321-B298-050797164E05 RIDECO
RIDECO SUBSCRIPTION AND SERVICES AGREEMENT - CITY OF CAMARILLO This Subscription and Services Agreement is entered into on April, 23, 2025 (the "Effective Date") by and between RideCo US, Inc., a Delaware corporation having its registered office at 10880 Wilshire Boulevard, Suite 1101, Los Angeles, CA 90024 ("RideCo"), and the City of Camarillo, having its registered office at 601 Carmen Dr #6034, Camarillo, CA 93010 (the "Camarillo") and governs use by Customer of RideCo's on-demand software & solutions, also known as the Dynamic Transit System (as further defined below).
WHEREAS, RideCo and Ventura County Transportation Commission (VCTC") entered into that certain Subscription and Services Agreement effective as of June 12, 2024 ("Master Agreement") for providing on-demand software & solutions to Camarillo and other Agencies through VCTC; and
WHEREAS, on December 1, 2024, RideCo and VCTC amended the Master Agreement ("Amendment 1") designating the City of Camarillo as one of the Agencies in the scope of the Agreement as defined in the VCTC RFP No 23-1218; and
WHEREAS, on January 3, 2025, RideCo and VCTC amended the Master Agreement (Amendment 2") modifying the Statement of Work ("SOW"), which includes the price for Camarillo for certain optional features of within Service Offerings; and WHEREAS, within the scope of the Service Offerings provided by RideCo under the Master Agreement with VCTC, Camarillo and RideCo wish to enter into this Agreement for the direct contracting of the specific optional features as described herein.
NOW THEREFORE, the parties agree to the following:
1 SCOPE
The scope of the subscription and services provided by RideCo to Camarillo under this Agreement comprises of:
• Branding of the passenger mobile application, as specified by Camarillo.
Productivity Boosters (detailed in Appendix A):
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Docusign Envelope ID: EC407AE6-1211-4321-B298-050797164E05 RIDECO
1. Real Time Driver Alerts: dashboard to optimize driver performance.
2. Frequency variation: increase pooling efficiency and productivity for low-density zones or sub-zone within a larger zone
3. Driver shifts & runcut optimization: match scheduled vehicle supply to trip demand based on time of day and day of week.
Unless specified herein, all other subscriptions and services provided by RideCo, directly or indirectly, to Camarillo shall be within the scope of and shall follow the provisions in the Master Agreement with VCTC.
2 FEES AND PAYMENT
In consideration of the provision of the license and services under this Agreement to Camarillo, Camarillo agrees to pay RideCo the following fees, as specified in the Master Agreement:
• $4,000 for the branding of the passenger mobile application, payable upfront upon signing of this Agreement;
• and $19,200 per year for the Productivity Boosters for up to 16 vehicles in peak service (additional vehicles subject to a fee of $1,200 per year). • Professional services and on-site support (that are outside the scope of the services specified in this Agreement or the Master Agreement) offered at a rate of $120/hour in addition to pre-approved travel costs.
• All prices are in U.S. dollars and exclude taxes if applicable. • All amounts are due thirty (30) days after the date of invoice. Interest shall accrue at the rate of twenty percent (20%) per annum on all charges remaining unpaid after due. 3 INCORPORATION BY REFERENCE AND ENTIRE AGREEMENT.
The Master Agreement between RideCo and VCTC, including its amendments, is incorporated by reference and, together this Agreement, sets forth the entire agreement between Camarillo and RideCo with respect to the matters set forth herein and supersedes all prior and contemporaneous discussions or understandings between them relating thereto. Capitalized terms used in this Agreement and not defined herein shall have the meanings set forth in the Master Agreement. Except as otherwise expressly modified as set forth herein, the Master Agreement and each and every provision thereof shall remain unmodified and in full force and effect. In the event of any inconsistency between the terms and conditions of this Agreement and the Master Agreement, the terms and conditions of this Agreement shall prevail.
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Docusign Envelope ID: EC407AE6-1211-4321-B298-050797164E05 RIDECO
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized officers in that behalf.
RideCo US, Inc. City of Camarillo
- Signed by:
Van kinker
Signature
I have authority to bind RideCo. I have authority to bind Customer.
Dan Finley
Greg Ramirez
Name (typed or printed) Name: (typed or printed)
VP Customer Success City Manager
Title Title
4/3/2025
Date Date
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Docusign Envelope ID: EC407AE6-1211-4321-B298-050797164E05 RIDECO
Appendix A
Productivity Booster Scope of Work
This section outlines premium features that are unique to RideCo and the on-demand transit industry as a whole. These advanced and innovative offerings will undoubtedly further enhance the quality of service experienced by the agency, passengers, and drivers alike.
Real-Time Driver Alerts Dashboard
The RideCo platform offers real-time driver alerts that enable dispatch staff to monitor driver's behavior and actions that may have negative implications on the quality of service. Alerting enables the staff to quickly resolve these occurrences to ensure service continues to run smoothly. Alerts can be triggered for various events, including drivers not following their routes, making unscheduled stops or delays, pick-up delay, drop-off delay, driving delay, step ignore, step rejected, location mismatch, and GPS connectivity issues, among many others.
W~ Frequency Variation - Demand-Driven. Maximized Fleet Usage. Improved Productivity Based on demand, the Frequency Variation feature optimizes ride availability in low-demand peripheral areas to different service frequencies than higher demand parts of a particular zone, using a single fleet.
For example, a certain service area can have a pick-up frequency (wait-time) of 30-minutes, while another portion of the service area can have a pick-up frequency of 15-minutes. Similarly, agencies can vary the frequency by day of the week and time of the day. For example, peak service can be set to be every 15 minutes, while off-peak service can be set to be every 30 minutes. This is accomplished using a single fleet across the full-service area that may have multiple regions with different service/pick-up frequencies RideCo's Frequency Variation feature is continuously improving ride sharing rates, increasing vehicle occupancies, and improving overall system capacity and efficiency across transit agencies.
Schedule Optimization (Run-cutting optimization) Service - High Efficiency. Optimized Fleet. Cost Saving
Efficiently utilizing fleet resources is crucial to cost effectiveness in any transit operation. RideCo offers professional services and automated tools to optimize vehicle and operator schedules so that you are optimizing productivity and operating costs. RideCo has experience optimizing complex schedules involving union rules for large and small agencies. This level of optimization allows for resources to only be used when absolutely necessary. Ensuring only the required number of vehicles are on the road at any given time directly improves overall system efficiency as well as cost per ride.
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