A - Contract Amendment with Via — Cupertino City Council, September 20, 2022

SECOND AMENDMENT TO AGREEMENT 317 BETWEEN

THE CITY OF CUPERTINO AND NOMAD TRANSIT, LLC

FOR ON-DEMAND SHUTTLE PILOT PROGRAM
This Second Amendment to Agreement 317 between the City of Cupertino and Nomad Transit, LLC is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Nomad Transit , LLC, a Limited Liability Company ("Contractor") whose address is 160 Varick St, Floor 4, New York, NY 10013, and is made with reference to the following:

RECITALS:

A. On August 20, 2019, Agreement 317 (" Agreement") was entered into by and between City and Contractor for On-Demand Shuttle Pilot Program.

B. The City and The Contractor entered into a First Amendment for On-Demand Shuttle Pilot Program services ("First Amended Agreement") effective July 20th, 2021.

C. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein.

NOW, THEREFORE , it is mutually agreed by and between the undersigned parties as follows:

1. Paragraph 3.1 of the Agreement is modified to read as follows: This Agreement begins on he Effective Date and ends on June 30, 2023 ("Contract Time "), unless terminated earlier as provided herein. Contractor's Services shall begin on August 20, 2019 and shall end on June 30, 2023.

2. Paragraph 4.1 of the Agreement is modified to read as follows : Maximum Compensation.

City will pay Contractor for satisfactory performance of the Services an amount that will be based on actual costs but that will be capped so as not to exceed $1,950,000.00 ("Contract Price") , based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor's actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City.

3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect.

SIONA TURES CONTINUE ON THE FOLLOWING PAGE
1 IN WITNESS WHEREOF, the parties hereto have caused this modificat ion of Agreement to be executed.

CITY OF CUPERTINO NOMAD TRANSIT , LLC
By _ ____ _____ _ _ A~IM" LMM-ie-By _ _______ ___ _
Title ____ ______ _ Title Manager
Date ____ ______ _ Date Sep 12, 2022

APPROVED AS TO FORM
City Attorney
ATTEST:

City Clerk
Date ____ ______ _
EXPENDITURE DISTRIB UTION -=-=----=--------=-= ======== =-------- -----, Item PO Number ] Amount 1 ------= = --....;AJ Original Agreement 2020-234 . $1,750,000.0vi =========== 1 Amendment #1 Extending term to October 31,2022 .

I======:::; 1========= Ai Amendment #2 Extending term to June 30, 2023 . $200,000.0vi Total ~greement $1,950,000.Qtj
2 ACORD® CERTIFICATE OF LIABILITY INSURANCE I

DATE (MM/DD/YYYY )
~ 8/4/2022
~
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confe r rights to the certificate holder in lieu of such endorsement(s).

PRODUCER CONTACT
NAME:

Cottingham & Butler
f.6~gNJ~ i:vn• 563-587-5000 I FAX
Matt Murray IA/C Nol: 563-583-7339
E-MAIL 800 Main St ADDRESS:

Dubuque IA 52001 INSURER(S) AFFORDING COVERAGE NAIC#
INSURER A: Pacific Insurance Company, Limited 10046
INSURED VIATRAN-02 INSURERS:

NoMad Transit, LLC
INSURER C: 10 Crosby Street, Floor 2
New York NY 10013 INSURER D:

INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: 2047118450 REVISION NUMBER:

THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRAC T OR OTHER DOCUMEN T WITH RESPECT TO WHICH THIS

INSR TYPE OF INSURANCE AODL SUBR POLICY EFF POLICY EXP
LTR 1,.,c:n l wvn POLICY NUMBER IMM/DD/YYYYl IMM/DD/YYYY l LIMITS A X COMMERCIAL GENERAL LIABILITY 91 YR3 OH8163 10/1/2021 10/1/2022 EACH OCCURRENCE $1,000 ,000 - 0 CLAIMS-MADE 0 OCCUR PREMISES '1E~'a'~~nce ) $100 ,000 -
MED EXP (Any one person) $5,000
-
PERSONAL & ADV INJURY $1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $10,000,000 R □ PRO- Owe PRODUCTS · COMP/OP AGG $10,000,000 POLICY JECT OTHER: $
A AUTOMOBILE LIABILITY 91 YR2 OH8165 10/1 /2021 10/1/2022 COMBINED SINGLE LIMIT $1,000 ,000 /Ea accidentl ,__ ANY AUTO BODILY INJURY (Per person) $ ,__
OWNED
~
SCHEDULED BODILY INJURY (Per accident) $ ,__ AUTOS ONLY ,__ AUTOS HIRED NON-OWNEO PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY /Per accidenll ,__ ,__ X Svmbol 10 X Period 2& 3 $

UMBRELLA LIAB
H OCCUR EACH OCCURRENCE $ ,__
EXCESS LIAB CLAIMS-MADE AGGREGATE $
OED I I RETENTION$ $

WORKERS COMPENSATION
I ~~fTuTE I I OTH-

AND EMPLOYERS' LIABILITY ER Y/ N

ANYPROPRIETOR/PARTNER/EXECUTIVE
□
N / A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED?
(Mandatory In NH) E.L. DISEASE • EA EMPLOYEI $
~m:~rtfi3~ o10PERA TIONS below E.L. DISEASE • POLICY LIMIT $ DESCRIPTION OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached ii more space Is required) Period 1 Limits - Symbol 11 - Bodily injury (per person) Limit $50,000, Bodily Injury (per accident) Limit $100,000 , Property Damage Limit $30,000 Abuse/Molestation/Assault and Battery/Physical Altercation on the General Liability policy= $1 ,000,000 Occurrence/Aggregate The City of Cupertino , its City Council , officers, officials, employees , agents, servants and volunteers are additiona l insured on the General Liability policy on a primary non-contributory basis per written contract between the named insured and the certificate holder that requires such a status subject to the terms and conditions of the endorsement attached to the policy.

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF , NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVIS IONS.

The City of Cupert ino
10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino CA 95014 ~~~-;r I
© 1988 -2015 ACORD CORPORATION . All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 91 YR3 OH8163 COMMERCIAL GENERAL LIABILITY CG 20 26 0413
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - DESIGNATED

PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAG E PART

SCHEDULE
Name Of Additional Insure d Person(s) Or Organization(s):

Blanket, as required per written contract executed prior to a loss Information reauired to comolete this Schedule , if not shown above , will be shown in the Declarations.

A. Section II - Who Is An Insured is amended to
include as an additional insured the person(s) or
organi zation(s) shown in the Schedule, but only
with respect to liability for "bodily injury" , "property damage" or "personal and advertising injury"
caused, in whole or in part, by your acts or
omissions or the acts or omissions of those acting
on your behalf:

1. In the performance of your ongoing operations;
or

2. In connection with your premises owned by or
rented to you.

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and

2. If coverage provided to the addi tional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to provide
for such additional insured .

B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section Ill - Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement ; or

2. Available under the applicable Limits of
Insurance shown in the Declarations ;
whichever is less.

This endorsement shall not increase the applicable
Limits of Insurance shown in the Declarations.

CG 20 26 041 3 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: 91 YR3 OH8163 THE;J

HARTFORD
THIS ENDORSEMENT CHANGES THE POLICY . PLEASE READ IT CAREFULLY .

PRIMARY AND NONCONTRIBUTORY - OTHER

INSURANCE CONDITION
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVE RAGE FORM

COMMERC IAL GENERA L LIABILITY COVERAG E FORM

SCHEDULE
Name Of Person Or Organization:

Blanket, as required per written contract executed prior to a loss The following is added to the Other Insurance Condition and supersedes any provision to the contrary:

Primary And Noncontributory Insurance
This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under this policy that is shown in the SCHEDULE above, provided that:
(1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured.

However, the insurance provided under this endorsement will not apply beyond the extent required by such contract or agreemen t.

All other terms, conditions, and exclusions of the policy remain unchanged.

Form YC 99 010 9 20 Page 1 of 1
© 2020 , The Hartford
(Includes copyrighted material of Insurance Services Office, Inc. with its permission.) ~
I

DATE(MM/DD/YYYY)
ACC>RD
9 CERTIFICATE OF LIABILITY INSURANCE .,____..... 07/14/2022 THIS CERTIFI CATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHT S UPON THE CERTIFICATE HOLDER . THIS

CERTIFI CATE DOES NOT AFFIRMATI VELY OR NEGATIVEL Y AMEND , EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLI CIES BELOW. THIS CERTIFICAT E OF INSURANCE DOES NOT CONSTITUT E A CONTRA CT BETWEEN THE ISS UING INSURER (S), AUTHORIZED REPRESENTATI VE OR PRODU CER, AND THE CERTIFICATE HOLDER .

IMPORTANT: If the certifi cate holder Is an ADDITIONAL INSURED , the policy(les) must have ADDITIONA L INSURED provision s or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorse ment. A sta tement on this certifi cate does not confer rights to the certif icate holde r In lieu of such endorsem ent(s).

PRODUCER CONTACT
Aon Risk Services Northeast,
NAME:

Inc. l'NU N t (866) 283-7122 I f~. No.I: (800) 363-0105 Morristown NJ office (AIC. No. Exl):
44 Whippany Road, suite 220 E-MAIL
Mor r istown NJ 07960 USA ADDRESS:

INSURER(S) AFFORDING COVERAGE NAIC#
INSURED INSURER A: Ll oyd's syndicate No. 1969 Ml120106 Nomad Trans i t, LLC. INSURER B: unite d States Fire Insurance Co. 21113 160 Var ick Street Endurance Amer ican Specialty co. 41718 4th Floor INSURERC: Ins New York NY 10013 USA INSURER D: AIG specialty Insurance company 26883 INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER : 570094548 174 REVISION NUMBER :

COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE
,__
~ CLAIMS-MADE OoccuR
LII\Ml'\UC:. IU r"\C:.NIC.LI
PREMISES 'Ea cx:currencel
MED EXP (Any one person)
1--

PERSONAL & ADV INJURY
1--
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE
R □ PRO· □ LOC POLICY JECT PRODUCTS· COMP/OP AGG
OTHER:

AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
'Ea a--=""-nr\
,__
ANY AUTO BODILY INJURY ( Per person)
~
- SCHEDULED BODILY INJURY (Per acciden0 OWNED
~ AUTOS ONLY ,..._ AUTOS PROPERTY DAMAGE
HIRED AUTOS NON-OWNED (Per accident\
~ ONLY I-- AUTOS ONLY
A X UMBRELLA LIAB P-i OCCUR
CSDIG2100022 10/01/2021 10/01/2022 EACH OCCURRENCE $6,000,000 - SIR appl ies per pol i cy ter ns & con di ions AGGREGATE $6,000,000 EXCESS LIAB CLAIMS-MADE

DEO I X I RETENTION
B WORKERS COMPENSATION AND 4087419957 09/ 25/2021 09/25/20 22 X I PER STATUTq Torn-

EMPLOYERS' LIABILIITY YI N
ER

ANY PROPRIETOR/ PARTNER I EXECUTIVE
~
E.L. EACH ACCIDENT $1,000,000
OFFICER/MEMBER EXCLUDED? N I A
(Mandatory in NH) E.L. DISEASE-EA EMPLOYEE $1,000,000
gi;t~ftf~~ b16PERATIONS below E.L. DISEASE-POLICY LIMIT $1,000,000 D cyber Liabi l ity 028429936 02/07/2022 02/ 07/2023 Cyber/EO Liability $3,000,000 OESCRIPTION OF OPERATIONS I LOCATIONS/ VEHICLES (ACORD 101, Addlllonal Remarks Schedule, may be attached If more space is required) There is a waiver of Subrogation in favor of The city of Cupertino, its City council, officers, officials, employees, agents, servants and volunteers.

CERTIFICATE HOLDER
The City of Cupertino
10300 Torre Avenue
Cupertino CA 95014 USA
ACORD 25 (2016/03)

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE

EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
©1988-2015 ACOR D CORPORATI ON. All rights reserved.

The ACORD name and logo are reg istered marks of ACORD
0 z
$
ta
~
t
Q)
(.)
AGENCY
AGENCY CUSTOME R ID: 570000071789
LOC#:

ADDITIONAL REMARKS SCHEDULE

NAMED INSURED
Aon Risk services Northeast, Inc. Nomad Transi t, LLC.

POLICY NUMBER
See Certificate Number: 570094548174

CARRIER I NAICCODE
See certificate Number: 570094548174 EFFECTNE DATE:

ADDITIONAL REMARKS

THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD25 FORM TITLE: Cert ificate of Liability Insurance INSURER (S) AFFORDING COVERAGE NAIC#

INSURER

INSURER
Page_ of
ADDITIONAL POLICIES If a policy below does not include Limit information , refer to the correspond ing policy on the ACORD certificate form for policy limits.

INSR POLICY POLICY AD0L SUBR POLICY NUMBER EFFECTIVE EXPIRATION Llll,OTS LTR TYPE 0FTNSURANCE INSD WVD DATE DATE (MM/DD/YYYY) (MM/DD/YYYY)
OTHER
C cyber Liab-xs PRX30015976400 02/07/2022 02/07/2023 XS Cyber/E0 Liability
S3,000,000
Retention $100,000
ACORD 101 (2008/01) © 2008 ACORD CORPORATION. All rights reserved.

The ACORD name and logo are registered marks of ACORD
POLICY PERIOD: 9/25/2021 - 9/25/2022 POLICY NUMBER: 4087419957 WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 04 03 06

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -

CALIFORNIA
We have the right to recover our payments from anyone liable for an injury covered by this policy. We will not enforce our right against the person or organization named in the Schedule. (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.) You must maintain payroll records accurately segregating the remuneration of your employees while engaged in the work described in the Schedule.

The additional premium for this endorsement shall be 2
otherwise due on such remuneration.
% of the California workers' compensation premium

SCHEDULE

PERSON OR ORGANIZATION

ANY PERSON OR ORGANIZATION WITH

WHOM OR WITH WHICH YOU HAVE

AGREED IN A WRITTEN CONTRACT

TO WAIVE YOUR RIGHT OF RECOVERY

AGAINST, PROVIDED SUCH
WRITTEN CONTRACT:

1.IS CURRENTLY IN EFFECT OR WILL

BECOME EFFECTIVE DURING THE TERM
OF THIS POLICY; AND
2 • WAS EXECUTED AND BECAME

EFFECTIVE PRIOR TO THE OCCURRENCE

OF THE INJURY COVERED
BY THIS POLICY.

THIS FORM ONLY APPLIES IN CA.

JOB DESCRIPTION

SEE WORDING UNDER PERSON

OR ORGANIZATION
1998 by the Workers· Compensation Insurance Rating Bureau c:J California. All rights reserved.

From the WCIRB's California Workers' Compensation Insurance Forms Manual 1999.

TYSERS
71 Fenchurch Street
London
EC3M 48S
Telephone: +44 (0)20 3037 8000
Fax: +44 (0)20 3037 8010
WNW. tysers.com

CLAIMS MADE SEXUAL MISCONDUCT AND MOLESTATION INSURANCE Form: Tvsers SafeGuard 2021 - primary
Policy Number: MR224153
Unique Market Reference: B0572MR224 l 53
Renewal of:

Named Insured:

Principal Address:

Policy Period:

Limit of Liability:
a) USD 5,000,000
b) USD 5,000,000
and separately:
c) USD 75,000
MR214153
City of Cupertino - Parks and Recreation Department ,
Public Works Department
10300 To1Te Avenue , Cupertino , CA 95014
From: 1st July 2022 To: 1st July 2023
Both dates at 12:01 a.m. Local Time at the Principal Address stated in Item l. in the aggregate during the policy period for all claims brought by or on behalf of each victim, and
in the aggregate during the policy period for all claims brought by or on behalf of all victims
in the aggregate during the policy period for all safeguard costs resulting from all circumstances
Such Sub-limit of Liability shall be part of, and not in addition to, the overall Limit of Liability stated in 3.b) above.

Retention:

USD 35,000 any one Victim
Optional Extension Period: 12 months Additional premium of I 00% of the annual premium plus app licable taxes, provided no claims and/or
circumstances have been reported to the insurance
company.

In the event any claims and/or circumstances have been
reported to the ins urance company , the additional
premium for the 12 month optional extension period
will be determined by the insurance company at the
time this Policy is not renewed or replaced by the
insurance company
Premium :

USD 34,650 to be paid within 25 days of attachment
Notification pursuant to Clause IX. shall be given to:

Beazley Group
Attn: Claims Group
30 Batterson Park Road
Farmington , CT 06032
claims(@beazley.com
or
Other Notices:

To report a circumstance under the Safeguard Additional Coverage, Call+ l 844 285 4700 where a service representative will be available 24 hours a day, seven days a week
Retroactive Date:
1'1 July 2018
Pending or Prior Litigation Date:
151 July 2018
Service of Suit:

Service of process in any suit shall be made upon:

Foley & Lardner LLP, 555 California Street, Suite 1700, San Francisco, CA 94104- Govern ing Law:

New York
Condi tions:

Application Dated: TBA
California Surplus Lines Notice I - LMA9098B
California Complaints Notice - LMA 9136A
Small Additional or Return Premiums Clause (U.S.A.)- NMA 1168 Nuclear Incid ent Exclusion Clause-Liability-Direc t - NMA 1256 Radioacti ve Contamination Exclusion Clause-Liability - NMA 1477 War and Terrorism Exclusion - NMA 2918
US Terrorism Risk Insurance Act of 2002 as amended New & Renewal Business Endorsement- LMA5389
Several Liability Notice - LSW I 001
Sanctions Limits Clause - LMA 3100
Tysers SafeGuard 2021 - Risk Management Response Solutions Cyber Acts Clarification
U.S Classification:

Surplus.Lines Hroker_andJ;tate filedj n: Risk Placement Services, 2850 Golf Road, Rolling Meadows , IL 60008
License Number: 0C66724
State of Filing:

California
Subject to:
l) Satisfactory second signature on the Renewal App
All subjectivities to be received within 7 working days of binding otherwise Underwriter s reserve the right to amend tenns or cancel ab initio.

Brokerage:

Information:

Underwriting
Security:

17.5% or same net equivalent downwards, plus taxes as applicable Employees - 294 Contractors - 70
Exposure Units - 97,000
Nature of Business - Municipality
Cancellation by an Insured may result in a short rate calculation to detennine the return premium, subject to 5% minimum earned of the total premium. 100% Lloyd ' s (l nfom1ation about Lloyds)
AMENDMENT NO. 1
to the

PROFES SIONAL/CONSUL TING SERVICES AGREEMENT
betwee n the

CITY OF CUPERTINO
and

NOMAD TRANSIT LLC
July 20, 2021
This Amendment No. 1 to the Professional/Consulting Services Agreement between the City of Cupertino ("the City") and NoMad Transit LLC ("Contractor"), hereinafter the "Parties," dated August 20, 2019 (the "Existing Contract"), is made and entered into this 20th day of July, 2021.

Except as expressly amended herein, the Existing Contract is in full force and effect.

RECITALS
WHEREAS , the City and Contractor entered into the Existing Contract, effective as of August 20, 2019 for the Cupertino On-Demand Shuttle Pilot Program ("Shuttle Program"); WHEREAS , the City and Contractor entered into a Temporary Covid- 19 Suspension Service Order to pause operations of the Shuttle Program, effective August 23, 2020, due to the continued public health emergency associated with the Covid-19 pandemic; WHEREAS , in light of the current state of the public health emergency associated with the Covid-19 pandemic, the Parties have determined that the Temporary Covid-19 Suspension Service Order should terminate on September 1, 2021 and the Shuttle Program will resume operations on that date ("Relaunch");
WHEREAS , the Contractor has informed the City that it intends to ensure that the Shuttle Program will come within and comply fully with California law, including as modified by Proposition 22;
NOW, THEREFORE , IT IS MUTUALLY AGREED by Parties hereto to amend the Existing Contract as set forth below.

1. TIME OF PERFORMANCE (Section 3):

Section 3.1 shall be revised to read as follows: "This Agreement begins on the Effective Date and ends on October 31, 2022 ("Contract Time"), unless terminated earlier as provided herein. In addition, one 3-month contract extension will be allowed upon mutual agreement by the Contractor and the City, which would extend the contract end date to January 31, 2023. Contractor's Services shall begin on August 20, 2019 and shall end on October 31 , 2022 or January 31, 2023 if the optional extension is approved by both parties.

This extension of the Time of Performance shall not increase the total "not to exceed" value of this Agreement ($1 ,750,000) , stated in Section 4 below."

2. OPTIONAL COVID-19 SUSPENSION ORDER

1. Should there be mutual agreement to temporarily suspend service in light of limited ridership due to the ongoing Covid-19 public health crisis, Via will undertake necessary action to implement a temporary service suspension. This will include, but is not limited to, removing Via-Cupertino branding from vans, returning vans to their lessor, and communicating to customers the suspension of the service. Via will undertake all necessary actions to resume operation of the service upon the City's written request no fewer than eight (8) calendar weeks prior to the City's desired restart date. These actions will include acquiring new service vehicles, applying service branding to the new vehicles, re-training driver partners, and communicating to riders the resumption of service. Upon the resumption of service, Via will continue to operate the Via Cupertino service for the remainder of this contract.

2. Customer shall pay to Via the following fee in the event of a temporary service suspension:

I Invoicing Terms
$3,125 per month
In accordance with the Terms, all fees set forth herein are exclusive of any applicable taxes and are payable within thirty (30) days of receipt of invoice. All fees are shown in US dollars.

Via will invoice the City for the first payment after the initiation of the suspension order.

During such time as the Via-Cupertino service remains suspended under this Suspension Order, Via shall not invoice the City any additional fees as stated in the Agreement.

3. INDEMNIFICATION; LIMITATION OF LIABILITY (Section 11):

Section 11.1 shall be revised by adding a new clause (f), which shall read as follows: "(f) Any violation of labor and/or employment laws , including claims based, in full or in part, on a theory of joint employer liability. This indemnity shall include any claims 1}1ade by anyone, including drivers and independent contractors, who perform any work in connection with the Shuttle Program."
A new Section 11.6 is added which shall read as follows: 'The indemnification specified in Section 11.1 (f) shall survive termination or closeout of the Agreement or final payment and is in addition to any other rights or remedies that City may have under the law or under the Agreement."

4. COMPLIANCE WITH LABOR LAWS (Section 13.2):

Section 13.2 shall be revised by adding the following text at the end: "Contractor is also responsible for ensuring the Shuttle Program is operated in compliance with all applicable labor laws, including but not limited to, Proposition 22."

5. EXHIBIT C - FEES:

1. The first paragraph of Exhibit C and the pricing table thereto shall be deleted in their entirety and replaced with the following:
"The table below outlines the payment structure, in which Cupertino would be charged on a per driver hour and price per service hours basis. The total contract value shall not exceed $1 ,750 ,000. Contractor has proposed these fees in response to the passage of Proposition 22, reasoning that the new law requires the provision of new mandatory protections and benefits to drivers, and promotes customer and public safety through additional safety-related procedures .

Contractor's interpretation of Proposition 22 is that such benefits and protections provided to drivers include, inter alia, guaranteed minimum earnings , eligibility for healthcare contributions, additional loss and liability insurance protections, and implementation of additional safety training.

The fees detailed in the Amended Contract column below reflect changes in fees Contractor has proposed in connection with its planned implementation of and compliance with Propos ition 22." Cl of Cu rtlno Totat Contract Yalu• •Am•nd.•d for Pr 22 Orfglnil Contract Am•n<Md Contract
{Front Uunch 10/28/2019 • 11t.J0/20l0' (From 12/0 tno20 • 10/31/202l ) 6•fon Prop 22 Adjuslm•rtts J.Jt.r Prop 22 Adjustm. nlll Tota l Not-t.o-Elt:ceed Am<MJnl for 11-Month Orl;.n,1 Contrut • t <I..Month Extension (Unc hanged from Ori lnal Contu1ct)
Prfct Ptt Odor
-·
S1 ,7S0,000
Nole; Prfcing C:itduaes IS uu:es (e.q, Aoet,,s fo, Al fen }. whlC:h are to be PIU.!.CO lhtOIJQtt ~., fl~mtd Drtxu Houo A Stoic, t19Yr:t Summa,v·
Tota1 ln,>lied Qnyer Hou.ti
Tota.I ltr01led So~ Hours.

9. 197

3.350

2. The subsection "Monthly Fees" shall be replaced with the following text :

Monthly Fees
To~I Eadmat, d
c .. ,
$0
' r 044 $16
Jta.ooo

24.◄ 16
3 .920
Cupertino shall pay the following fees , to be invoiced monthly by Contractor , starting upon Relaunch:
• $42. 78 per driver hour
• $25.00 per service hour
This Amendment No. 1 may be executed in two or more counterparts , each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

IN WITNESS WHEREOF the Parties hereto have executed this Amendment No. 1 as of the date herein set forth .

CITY OF CUPERTINO
6regfllrJ()Jt By: ____________________ _
Greg Larson , Interim City Manager

NOMAD TRANSIT LLC
CW£-Ab~ By: _ ____ _____ ____ ___ ____ _
-.Erio.Abra ms,-.Manager

APPRO VED AS TO FORM
By:~~V. ~
--C-hr-is-to....:;p_h_e_r_J-en_s_e_n_, -C~i(y'""A'--tto-r-ne_y __________ _ ATTEST:

By: ~ ~
Kirsten Squarcia, City Clerk
A - Dr,-1fl Contract 1l\mendn1F:nt.

Final Audit Report 2021-07-08
Created: 2021-07-07
By: Julia Kins! ([email protected])
Status: Signed
Transaction ID: CBJCHBCAABAA3unam2QhpK9PaFAyYFIRrJmmQl75MG_X "A - Draft Contract Amendment." History
'5 Document created by Julia Kinst [email protected]) 2021-07-07 - 8:33:34 PM GMT- IP address: 216.198.111.214 g Document emailed to Jennifer Thompson [email protected]) for approval 2021-07-07 - 8:37:17 PM GMT
t:'J Email viewed by Jennifer Thompson [email protected]) 2021-07-07 - 8:43:39 PM GMT- IP address: 66.249.84.241

0.:i Document approved by Jennifer Thompson [email protected]) Approval Date: 2021-07-08 - 6:54:18 PM GMT - Time Source: server- IP address: 208.184.154.83 L Document emailed to Erin Abrams ([email protected]) for signature 2021-07-08 - 6:54:21 PM GMT
"t Email viewed by Erin Abrams ([email protected])
2021-07-08- 6:54:23 PM GMT- IP address: 66.249.92.197
Ol. Document e-signed by Erin Abrams (erin@ridewithvia .com) Signature Date: 2021-07-08- 10:41:09 PM GMT -Time Source: server- IP address: 100.38.155.48 ~ Agreement completed.
2021-07-08- 10:41:09 PM GMT
I Adol:eS,gn
ACORD® CERTIFICATE OF LIABILITY INSURANCE I

DATE (MM/DD/YYYY)
~ 7/1/2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED , the pollcy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION IS WAIVED , subject to the terms and conditions of the policy , certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s).

PRODUCER CONTACT NAME:

Cottingham & Butler rA~~N,_t Fwt\• 563-587-5000 I ;ffc Nol: 563-583-7339 Matt Murray E-MAIL 800 Main St ADDRESS;
Dubuque IA 52001 INSURERISI AFFORDING COVERAGE NAIC#
INSURER A: Pacific Insurance Comoanv , Limited 10046
INSURED VIATRAN-02 INSURER B:

NoMad Transit, LLC
10 Crosby Street, Floor 2 INSURERC;
New York NY 10013 INSURER D:

INSURER E;
INSURER F:

COVERAGES CERTIF ICATE NUMBER: 1472165377 REVISION NUMBER:

INSR AODL SUBR
,~~rJg~ ,~gh~%~, LTR TYPE OF INSURANCE 1,.,~n l,_A,n POLICY NUMBER LIMITS A X COMMERCIAL GENERAL LIABILITY 91 YR3 OH8163 9/15/2020 10/1/2021 EACH OCCURRENCE $1,000.000 f--- ~ CLAIMS-MADE 0 OCCUR ~~EMISES /E~~~~e ncel $100,000
f--- MEO EXP {Any one person) $5,000
,__ PERSONAL & ADV INJURY $1,000,000
GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $10,000,000 Fl □ PRO- OLoc PRODUCTS • COMP/OP AGG $10,000,000 POLICY JECT OTHER: $
A AUTOMOBILE LIABILITY 91 YR2 OH8165 9/15/2020 1011/2021 COMBINED SINGLE LIMIT $1,000,000 IEa accidentf - ANY AUTO BODILY INJURY (Per person) $
- OWNED - SCHEDULED
AUTOS ONLY AUTOS BODIL y INJURY (Per accident) $
- HIRED - NON-OWNED lp~?~~~d~gAMAGE $
-

AUTOS ONLY - AUTOS ONLY
X Svmbol 10 X Period2 & 3 $

UMBRELLA LIAB
H OCCUR EACH OCCURRENCE $
- EXCESS LIAB CLAIMS-MADE AGGREGATE $
OED I I RETENTION$ $

WORKERS COMPENSATION I PER I I OTH-

AND EMPLOYERS' LIABILITY STATUTE ER
YIN

ANYPROPRIETOR/PARTNER/EXECUTIVE
□
N/A E.L. EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory In NH) E.L. DISEASE • EA EMPLOYEE $ ~m:~~fit~ ~1g PERA TIONS below E.L. DISEASE • POLICY LIMIT $ DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Period 1 Limits - Bodily injury (per person) Limit $50,000, Bodily Injury (per accident) Limit $100,000, Property Damage Limit $30,000 - Symbol 11 Abuse/Molestation/Assault and Battery/Physical Altercation on the General Liability policy= $1 ,000,000 Occurrence/Aggregate The City of Cupertino , its City Council, officers, officials , employees , agents, servants and volunteers are additional insured on the General Liability policy on a primary non-contr ibutory basis per written contract between the named insured and the certificate holder that requires such a status subject to the terms and conditions of the endorsement attached to the policy.

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

The City of Cupertino
10300 Torre Avenue AUTHORIZED REPRESENTATIVE Cupertino CA 95014 ~✓~-r-I
© 1988-2015 ACORD CORPORATION. All rights reserved.

ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD POLICY NUMBER: 91 YR3 OH8163 COMMERCIAL GENERAL LIABILITY CG 20 26 041 3
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

ADDITIONAL INSURED - DESIGNATED

PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s) Or Organization(s):

Blanket, as required per written contract executed prior to a loss Information reauired to complete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II - Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", "property damage" or "personal and advertising injury"
caused, in whole or in part, by your acts or
omissions or the acts or omissions of those acting
on your behalf:

1. In the performance of your ongoing operations;
or

2. In connection with your premises owned by or
rented to you.

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and

2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to provide
for such additional insured.

B. With respect to the insurance afforded to these
additional insureds, the following is added to
Sectio n Ill - Limits Of Insurance :

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable Limits of
Insurance shown in the Declarations;
whichever is less.

This endorsement shall not increase the applicable
Limits of Insurance shown in the Declarations.

CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 POLICY NUMBER: 91 YR3 OH8163 THE;J

HARTFORD
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

PRIMARY AND NONCONTRIBUTORY - OTHER

INSURANCE CONDITION
This endorsement modifies insurance provided under the following:

BUSINESS AUTO COVERAGE FORM

COMMERCIAL GENERAL LIABILITY COVERAGE FORM

SCHEDULE
Name Of Person Or Organization :

Blanket, as required per written contract executed prior to a loss The following is added to the Other Insuranc e Condition and supersedes any provision to the contrary:

Primary And Noncontributory Insurance
This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under this policy that is shown in the SCHEDULE above, provided that:
(1) The additional insured is a Named Insured under such other insurance; and (2) You have agreed in writing in a contract or agreement that this insurance wou ld be primary and would not seek contribution from any other insurance available to the additional insured.

However, the insurance provided under this endorseme nt will not apply beyond the extent required by such contract or agreement.

All other terms, conditions, and exclusions of the policy remain unchanged.

Form YC 99 01 09 20 Page 1 of 1
© 2020 , The Hartford
(Includes copyrighted material of Insurance Services Office , Inc. with its permission .) -~ "" CERTIFICATE OF LIABILITY INSURANCE I
OATE(MM/00/YYYY)
AC:C,RC:, 07/0112021
~
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PROOUCER CONTACT
Aon Risk Services Northeast,
NAME:

Inc. PHONE (866) 283- 7122 I r~. No.\: (800) 363-0105 Morristown NJ office (A/C. No. Ext):
44 Whippany Road, suite 220 E•MAIL
Morristown NJ 07960 USA ADDRESS:

INSURER($) AFFORDING COVERAGE NAIC#
INSURED INSURER A: uni t ed states Fire Insurance co. 2111 3 Nomad Transit, LLC. INSURER B: Lloyd ' s syndicate No. 1969 AA1120106 160 Varick Str eet Endurance Assurance Corporation 115 51 4th Floor INSURER C:

New York NY 10013 USA INSURER D;
INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: 570088264544 REVISION NUMBER:

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested 't'i'R TYPE OF INSURANCE AUUI ~u"" POLICY NUMBER ,/;;i;li'i,'o~ ,:;;~~oo~ LIMrrs INSD WVD COMMERCIAL GENERAL LIABILrrY EACH OCCURRENCE
- D CLAIMS-MADE OoccuR
UAIW\\SI: 10 Kl:N , 1:U
PREMISES tEa occurrence\
MED EXP (Any one person)
- PERSONAL & ADV INJURY
-GEN"LAGGREGATE LIMrr APPLIES PER; GENERAL AGGREGATE
~ POLICY □ PRO- □ LOC PRODUCTS - COMP/OP AGG JECT
OTHER:

AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
/Fa """'d•ntl
- BODILY INJURY ( Per person) ANY AUTO
- - SCHEDULED BODILY INJURY (Per accident) OWNED
- AUTOS ONLY - AUTOS PROPERTY DAMAGE HIRED AUTOS NON-OWNED !Per accident\ - ONLY - AUTOS ONLY
B X UMBRELLA LIAS H OCCUR CSDIG2000022 09/15/2020 09/15/2021 EACH OCCURRENCE $6,000,000 - SIR applies per policy ter ns & condi ions AGGREGATE $6,000,000 EXCESS LIAS CLAIMS-MADE OED I X !RETENTION
A WORKERS COMPENSATION AND 4087398834 09/25 / 2020 09/25/2021 X I PER STATUTE I IOTH- EMPLOYERS' LIABILrrY Y/N
ER

ANY PROPRIETOR/ PARTNER/ EXECUTIVE
~
E.L. EACH ACCIDENT $1,000,000
OFFICER/MEMBER EXCLUDED? N / A
(Mandatory in NH) E.L. DISEASE-EA EMPLOYEE $1,000,000
irsc:~ft'fft~ ont~PERATIONS below E.L. DISEASE-POLICY LIMIT $1,000,000 C E&o- Techno l ogy PR030003504100 01/3 1/2021 01/31/2022 E&o Technology $5,000,000 Cyber Liability $5,000,000
Retention $100,000
DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached If more space Is required) Nomad Transit LLC is a no-employee entity, which is why workers' comp. coverage is not evi denced on this certificate. wor kers' comp coveraie is held at the parent company level by via Transportation, Inc. The City of Cupertino, its City Council, officers, o ficials, employees, agents, servants and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability pol i cy.

CERTIFICATE HOLDER
The City of Cupertino
10300 Tor re Avenue
Cupertino CA 95014 USA
ACORD 25 (2016/03)

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN ACCORDANCE WrrH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
©1988 -2015 ACORD CORPORATION. All rig h ts reserve d.

The ACORD name and logo are registered marks of ACORD
..

QI
;s
C:

QI
:!:! ...

QI
"O
0 J:
0 z
~ 0
:;:::
t
QI
u
~
I
DATE(MM/00/YYYY) ACC>RDe CERTIFICATE OF LIABILITY INSURANCE 1.-.,...---- 07/0112021 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW . THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S) , AUTHORIZED REPRESENTATIVE OR PRODUCER , AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder Is an ADDITIONAL INSURED , the policy (ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED , subject to the terms and conditions of the policy , certain policies may require an endorseme nt. A statement on this certificate does not confer righ ts to the certificate holder in lieu of such endorsement (s).

PRODUCER CONTACT
Aon Ri sk services Northeast,
NAME:

Inc. PHONE (866) 283 - 7122 j 1.ifc. No.I: (800) 363-0105 Morristown NJ office (A/C. No. Ext):
44 Whi ppany Road, suite 220 E-MAIL
Morristown NJ 07960 USA ADDRESS:

INSURER($) AFFORDING COVERAGE NAIC#
INSURED INSURER A: united states Fire Insurance Co. 21113 Nomad Tr ansit, LLC. INSURER B: Lloyd's Syndicate No. 1969 AA1120106 160 Varick Street Endurance Assurance corporation 11551 4th Floor INSURERC:

New York NY 1001 3 USA INSURER D:

INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: 570088264544 REVISION NUMBER :

COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE
-D CLAIMS-MADE OoccuR ""'""'"c IQ "c", cu PREMISES !Ea ocamencel MED EXP (Any one person)
- PERSONAL & ADV INJURY
-GEN'LAGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE
R □ PRO- □ LOC POLICY JECT PRODUCTS -COMP/OP AGG
OTHER:

AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
!Ea oeNdentl
- BODILY INJURY ( Per person) ANY AUTO
- - SCHEDULED BODILY INJURY (Per accident) OWNED
-

AUTOS ONLY - AUTOS
NON-OWNED PROPERTY DAMAGE HIRED AUTOS (Per accidenn
- ONLY - AUTOS ONLY
B X UMBRELLA LIAB H OCCUR CSDIG2000022 09/15/2020 09/15/2021 EACH OCCURRENCE $6,000,000 - SIR applies per policy ter ~s & condi ions AGGREGATE $6,000,000 EXCESS LIAB CLAIMS-MADE DED I X !RETENTION
A WORKERS COMPENSATION AND 4087398834 09/ 25/2020 09/25/2021 X I PER STATUTE I IOTH-EMPLOYERS' LIABILITY YI N ER

ANY PROPRIETOR I PARTNER I EXECUTIVE
~
E.L. EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N/A (Mandatory In NH) E.L. DISEASE-EA EMPLOYEE $1,000,000
gm~:i,~:b~ ~nt~PERATIONS below E.L. DISEASE-POLICY LIMIT $1,000,000 C E&o-Technology PR030003504100 01/31/2021 01/ 31/ 2022 E&o Technology $S,000,000 Cyber Liability $5,000,000
Retention $100,000
DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Addltlonal Remarks Schedule, may be attached If more space Is required) Nomad Transit LLC is a no-employee entity, which is why workers' comp . coverage is not evidenced on this certificate. workers' comp coveraie is held at the parent company level by via Transportation Inc. The City of Cupertino, its City counci l , officers, o ficials, employees, agents, servants and volunteers are inciuded as Additiona l I nsured in accordance with the policy provisions of the General Liability policy .

CERTIFICATE HOLDER
The City of Cupertino
10300 Torre Avenue
Cupertino CA 95014 USA
ACORD 25 (2016/03)

CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE

EXPIRATION DATE THEREOF, NOTICE WILL BE OELIVERED IN ACCOROANCE WITH THE POLICY PROVISIONS.

AUTHORIZED REPRESENTATIVE
©1988-2015 ACORD CORPORATION . All rights reserved .

The ACORD name and logo are registered marks of ACO RD
Workers Compensation And Employers Liability
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The infonnation below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective Date 0 3-0 8 - 21 Policy No. 4087398834 Insured Name VIA TRANSPORTATION , INC; NOMAD Premium $
Policy Effective Date: 09-25-2020
Insurance Company UNITED STATES FIRE INSURANCE COMPANY
NCCI Carrier Code: 12777 Countersigned By
Endorsement No. 001
1 ,505 .00
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY .

GENERAL CHANGE ENDORSEMENT
This endorsement modifies insurance provided under the following:

Workers Compensation And Employers Liability Insurance Policy THE POLICY IS AMENDED AS FOLLOWS:

ENDORSEMENT #1

THE INSURED NAME HAS BEEN CHANGED
FROM: VIA TRANSPORTATION, INC

NOMAD TRANSIT LLC
TO : VIA TRANSPORTATION, INC; NOMAD TRANSIT LLC; REMIX TECHNOLOGIES, LLC
THE FOLLOWING CLASS CODE IS ADDED TO THIS POLICY:

STATE: CALIFORNIA RATING GROUP: 0001-03
CLASS CODE : 8810 (CLERICAL OFFICE EMPLOYEES)
ANNUAL PREMIUM BASIS: $680 , 803.00 PRO RATA FACTOR: 0 . 551 RATE : .37 ANNUAL CLASSIFICATION PREMIUM: $2,519 . 00
THE FOLLOWI NG RATING PLAN IS AMENDED:

EMPL MINIMUM DIFFERENCE(9848) STATE: CA AMOUNT: $93.00 TO $62 . 00
THE FOLLOWI NG RATING PLAN IS ADDED TO THIS POLICY:

PREMIUM DISCOUNT (0064) STATE: CA RATE : 1.10%
THE FOLLOWING ENTITY NAME(S) HAVE BEEN ADDED:

REMIX TECHNOLOGIES, LLC
THE FOLLOWING LOCATION OF OPERATION ADDRESS HAS BEEN ADDED:

LOC NO 3 NAME: REMIX TECHNOLOGIES, LLC
ADDRESS: 1128 HOWARD STREET
SAN FRANCISCO, CA 94103 FEIN : 861886934 U/I :
-- - -FM 111.0.700 (9 / 96) Page 1
See next page
Workers Compensation And Emp loyers Li ability
Policy# 4087398834 Endorsement# 001

THE FOLLOWING
WC000406
we oo 04 22 c
GENERAL CHANGE ENDORSEMENT (continued)
FORM(S) HAS BEEN ADDED:
07 - 84 PREMIUM DISCOUNT ENDT
01 - 21 TERRORISM RISK PGM REAUTH ACT DI SCL ENDT
THE FOLLOWING FORM(S) HAS BEEN AMENDED:
we 04 03 06 04-84 CA WAIVER OF OUR RIGHT TO RECOVER
THE FOLLOWING FORM(S) HAS BEEN DELETED:

WC 00 04 22 B 01 -1 5 TERRORI SM RI SK PGM REAUTH ACT DISCL ENDT FM 111.0.700 (9/ 96)
WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 000406

PREMIUM DISCOUNT ENDORSEMENT
The premium for this policy and the policies, if any, listed in Item 3 of the Schedule may be eligible for a discount. This endorsement shows your estimated discount in Items 1 or 2 of the Schedule. The final calculation of premium discount will be determined by our manuals and your premium basis as determined by audit. Premium subject to retrospective rating is not subject to premium discount.

SCHEDULE
ESTIMATED ELIGIBLE PREMIUM $ 7,237

1. STATE
CA 0
FIRST
$5,000

2. AVERAGE PERCENTAGE DISCOUNT: 1.10 %

3. OTHER POLICIES:

NEXT
$95,000
.035
NEXT
$400,000
.05

BALANCE
.07

4. If there are no entries in Items 1, 2 and 3, of the Schedule see the Premium Discount Endorsement attached to your policy number:

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 03-08-21 Policy No. 4087398834
Insured VIA TRANSPORTATION, INC; NOMAD
Insurance Company UNITED STATES FIRE INSURANCE COMPANY
Endorsement No. 001
Premium $ INCL.

Countersigned By _____________ _
Copyright 1983 National Council on Compensation Insurance.

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY Terrorism Risk Insurance Program Reauthorization Act Disclosure Endorsement WC 000422 C
(Ed. 01-2021)
This endorsement addresses the requirements of the Terrorism Risk Insurance Act of 2002 as amended and extended by the Terrorism Risk Insurance Program Reauthorization Act of 2019. It serves to notify you of certain limitations under the Act, and that your insurance carrier is charging premium for losses that may occur in the event of an Act of Terrorism .

Your policy provides coverage for workers compensation losses caused by Acts of Terrorism, including workers compensation benefit obligations dictated by state law. Coverage for such losses is still subject to all terms, definitions, exclusions, and conditions in your policy, and any applicable federal and/or state laws, rules, or regulations.

Definitions
The definitions provided in this endorsement are based on and have the same meaning as the definitions in the Act.

If words or phrases not defined in this endorsement are defined in the Act, the definitions in the Act will apply. "Act" means the Terrorism Risk Insurance Act of 2002, which took effect on November 26, 2002, and any amendments thereto, including any amendments resulting from the Terrorism Risk Insurance Program Reauthorization Act of 2019.
"Act of Terrorism" means any act that is certified by the Secretary of the Treasury, in consultation with the Secretary of Homeland Security , and the Attorney General of the United States, as meeting all of the following requirements:
a. The act is an act of terrorism.
b. The act is violent or dangerous to human life, property, or infrastructure. c. The act resulted in damage within the United States, or outside of the United States in the case of the premises of United States missions or certain air carriers or vessels. d. The act has been committed by an individual or Individuals as part of an effort to coerce the civilian population of the United States or to influence the policy or affect the conduct of the United States Government by coercion.
"Insured Loss" means any loss resulting from an act of terrorism (and, except for Pennsylvania, including an act of war, in the case of workers compensation) that is covered by primary or excess property and casualty insurance issued by an insurer if the loss occurs in the United States or at the premises of United States missions or to certain air carriers or vessels.
"Insurer Deductible" means, for the period beginning on January 1, 2021, and ending on December 31, 2027, an amount equal to 20% of our direct earned premiums during the immediately preceding calendar year.

WC 00 0422 C
{Ed. 01-2021)

Page 1 of 2 ends

WC 00 0422 C
(Ed. 01-2021)

WORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY Limitation of Liability
The Act limits our liability to you under this policy. If aggregate Insured Losses exceed $100,000,000 ,000 in a calendar year and if we have met our Insurer Deductible, we are not liable for the payment of any portion of the amount of Insured Losses that exceeds $100,000,000,000; and for aggregate Insured Losses up to $100,000,000,000, we will pay only a pro rata share of such Insured Losses as determined by the Secretary of the Treasury.

Policyholder Disclosure Notice

1. Insured Losses would be partially reimbursed by the United States Government. If the aggregate industry Insured Losses occurring in any calendar year exceed $200,000,000, the United States Government would pay 80% of our Insured Losses that exceed our Insurer Deductible.

2. Notwithstanding item 1 above, the United States Government will not make any payment under the Act for any portion of Insured Losses that exceed $100,000,000,000.

3. The premium charge for the coverage your policy provides for Insured Losses is included in the amount shown in Item 4 of the Information Page or in the Schedule below.

State
CA
Schedule
Rate
.03
Premium
$555
This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The information below is required only when this endorsement is issued subsequent to preparation of the policy.) Endorsement Effective 03-08-21 Policy No. 4087398834
Insured VIA TRANSPORTATION , INC; NOMAD TRANSIT LLC; REMIX

TECHNOLOGIES, LLC
Insurance Company UNITED STATES FIRE INSURANCE COMPANY
Endorsement No.
001
Premium $ INCL .

Countersigned By _____________ _ _

Page 2 ends

WC 00 0422C
(Ed. 01-2021)
© Copyright 2020 National Council on Compensation Insurance, Inc. All Rights Reserved. \IVORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 0403 06

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -

The additional premium for this endorsement shall be 2
otherwise due on such remuneration .
% of the California workers' compensation premium

SCHEDULE

PERSON OR ORGANIZATION

ANY PERSON OR ORGANIZATION WITH

WHOM OR WITH WHICH YOU HAVE

AGREED IN A WRITTEN CONTRACT

TO WAIVE YOUR RIGHT OF RECOVERY

AGAINST, PROVIDED SUCH
WRITTEN CONTRACT:
l.IS CURRENTLY IN EFFECT OR WILL

BECOME EFFECTIVE DURING THE TERM
OF THIS POLICY; AND
2 . WAS EXECUTED AND BECAME

EFFECTIVE PRIOR TO THE OCCURRENCE

OF THE INJURY COVERED
BY THIS POLICY.

THIS FORM ONLY APPLIES IN CA.

JOB DESCRIPTION

SEE WORDING UNDER PERSON

OR ORGANIZATION
1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved.

From the WCIRB's California Workers' Compensation Insurance Forms Manual 1999.

VVORKERS COMPENSATION AND EMPLOYERS LIABILITY INSURANCE POLICY WC 040306

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT -

The additional premium for this endorsement shall be 2
otherwise due on such remuneration.
% of the California workers' compensation premium

SCHEDULE

PERSON OR ORGANIZATION JOB DESCRIPTION
ANY PERSON OR ORGANIZATION LISTED NAME OF PERSON OR ORGANIZATION:

UNDER THE JOB DESCRIPTION WITH WHOM ALAMEDA-CONTRA COSTA TRANSIT

OR WITH WHICH YOU HAVE AGREED IN A DISTRICT
WRITTEN CONTRACT TO WAIVE YOUR LOCATION OF JOB: OAKLAND, CA RIGHT OF RECOVERY AGAINST, PROVIDED CONTRACT OR PROJECT#: CONTRACT SUCH WRITTEN CONTRACT: 2021-1548
DATES OF WORK TO BE PERFORMED:

1. IS CURRENTLY IN EFFECT OR WILL

BECOME EFFECTIVE DURING THE TERM
OF THIS POLICY; AND
3/8/2021 TO 2/29/24
2 . WAS EXECUTED AND BECAME

EFFECTIVE PRIOR TO THE OCCURRENCE

OF THE INJURY COVERED BY THIS
POLICY.

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The inforrmtion below is required only when this endorsemmt is issued subsequent to preparation of the policy.) Endorsement Effective 03-08-21 Policy No. 4087398834 Endorsement No. 001 Insured VIA TRANSPORTATION, INC; NOMAD Premium $ INCL .

Insurance Company UNITED STATES FIRE INSURANCE COMPANY
Countersigned By _____________ _
1998 by the Workers' Compensation Insurance Rating Bureau of California. All rights reserved.

From the WCIRB's California \/Vorkers' Compensation Insurance Forms Manual 1999.

Confirmation of Coverage

RISK PLACEMENT

SERVICES
Dear: Esther Ceballos, Bolton & Company - Pasadena Date: Jul 13, 2021 Attached please find (Carrier/Mkt Co) quotation RPS has secu red on your behalf for the above mentioned risk.

Please review the attached and below carefully as coverage described herein may be different from the original application submitted , or prior policy if applicable.

Insured: City of Cupertino OBA: Department of Recrea tion and Community Services, RPS Reference#: BK1366362A Publi c Works Departm ent
Mailing Address : 10185 N. Stelling Road, Cupertino,CA9501 4 Carrier: Underwriters at Lloyd's, London I Non-Admitted Policy Number: MR214 153
Policy Period: 7/1/2021 to 7/1/2022
Coverage: Specia l Casualty - Sexual Misconduct
Limit: per Carrie r terms attached
Policy Premium:

Taxes:

Fees:

TRIA :

TOTAL:
$31 ,500.00
$1,023.75
$32 ,523.75
(tax state Surplus Tax/Fee)
(if any are fully earned)
Status:

AM Best Rating: A XV
Commission %: Minimum Earned Premium: 5%
Home State: CA
The State Surplus Lines Notice applies only if Insurance Carrier is shown as Non-Adm itted in the Binder Information Section.

Conditions/ Subjectivities: per Carrier terms attached
Please see attached company quote for complete limits, terms , conditions, and exclusions .

Please note:
• You are responsible for reviewing and explaining the coverage to the client , including any options , available or not from our office. The terms hereon are not fully described and no assumption should be made as to the adequacy of the coverage of the risk to the client.
• You are not an Agent of the insurer, and as such, cannot bind coverage nor make any commitments on behalf of the insurer, nor of us. This policy cannot be assigned to another without the written consent of the insurer or their Agent. • This document is intended for use as evidence that the insurance , as described herein, has been effected and shall be subject to all terms and conditions of policy(ies) which will be issued and that in the event of any inconsistency herewith, the terms and provisions of such policy(ies) shall prevail. • If this policy is issued on a non-admitted basis, your office is responsible for completing , collecting and delivery to RPS any required surplus lines forms, taxes and fees from the insured. RPS will remit the applicable taxes and forms to the state.

If this policy is subject to the surplus lines laws in your state, you should make every effort to comply with any special provisions and regulations of your state.
• By binding you commit to any provisions contained hereon, such as Minimum Earned Premiums. There are no flat cancellations allowed.
• When requesting a policy change, addition, cancellation, endorsement, etc. you must provide every policy number/ coverage to which the request applies.
• You are responsible for the issuance and review of Certificates of Insurance (COi). COis cannot amend or alter the terms provided herein.
• In the event of a claim please report immediately and visit the RPS Claims website: https://my.rpsins.com/claimsfnol • All premiums and any fees are due to RPS within 20 days of binding unless otherwise stipulated. Accounts with payments that are overdue and are not received within this time frame are subject to cancellation.

If you have any questions , please feel free to call or email me. We look forward to our next opportunity to work with you.

Sincerely,
Shawn McCall
Risk Placement Services , Inc. - PNP
Phone: 630-773-3800
Email: [email protected]

TYSE RS
71 Fenchurch Street
London
EC3M 4BS
Telephone +44 (0)20 3037 8000
Fax. +44 (0)20 3037 8010
www.tysers.com

CLAIMS MADE SEXUAL MISCONDUCT AND MOLESTATION INSURANCE Form:

Policy Number:

Renewal of:

Named Insured:

Principal Address:

Policy Period:

Limit of Liability:
a) USD 5,000,000
b) USD 5,000,000
c) USD 50,000
SML Safeguard Wording - 623AFB00213
TBA
MR204153
City of Cupertino - Parks and Recreation Department,
Public Works Department
10300 Torre Avenue, Cupertino, CA 95014
From: 1st July 2021 To: 1st July 2022
Both dates at 12:01 a.m. Local Time at the Principal Address stated in Item 1. for all Claims for Wrongful Acts against any one Victim for all Claims for Wrongful Acts against all Victims, but sub-limite d to:
for all Safeguard Costs resulting from all Circumstances Such Sub-limit of Liability shall be part of, and not in addition to, the overall Limit of Liability stated in 3.b) above.

Retention:

USD 35,000 any one Victim
Premium:

USD 31,500
Notification pursuant to Clause IX. shall be given to:

Claims Department Beazley
30 Batterson Park Road,
Farmington,
CT 06032.
claims@beazley .com
(860) 677 3765 (phone)
(860) 679 0247 (fax)
Retroactive Date:
!51 July 2018
Pending or Prior Litigation Date:
l51 July2018
Service of Suit:

Foley & Lardner LLP, 555 California Street, Suite 1700, San Francisco, CA 94104- Choice of Law:

New York
Conditions:

Application Dated: TBA
California Surplus Lines Notice 1- LMA9098A
California Complaints Notice - LMA9136A
Small Additional or Return Premiums Clause (U.S.A.)- NMA 1168 Nuclear Incident Exclusion Clause-Liability-Direct - NMA 1256 Radioactive Contamination Exclusion Clause-Liability - NMA 1477 War and Terrorism Exclusion - NMA 2918
Several Liability Notice- LSWl 001
Sanctions Limits Clause - LMA 3100
Beazley Safeguard Education Document
Tysers Safeguard Enhancement Endorsement
Cyber Acts Clarification
Amended Definition of Independent Contractor Endorsement - as attached U.S Classification:

Surplus Lines Broker and State filed in: Risk Placement Services, 2850 Golf Road, Rolling Meadows, IL 60008
License Number: OC66724
State of Filing:

CA
Subject to:
1) Renewal application to be resigned and dated within 30 days of inception 2) Confirmation of the Surplus Lines Broker. Including name of individual, company name, address and license number.

All subjectivities to be received within 7 working days of binding otherwise Underwriters reserve the right to amend terms or cancel ab initio.

Brokerage:

Information:
20% or same net equivalent downwards, plus taxes as applicable Employees - 294 Independent Contractors -70
Exposure Units - 97,000
Nature of Business - Municipality
-Cancellation.by an Insured.may result.in.a shm:Lr.ate calculation.to detennin.e the return premium, subject to 5% minimum earned of the total premium.

CITY OF
a

PROFESSIONAL/CONSULTING SERVICES AGREEMENT

CUPERTINO

1. PARTIES
This Agreement is made and entered into as of August 20, 2019 ("Effective Date") by and between the City of Cupertino , a municipal corporation ("City"), and Nomad Transit , LLC ("Contractor"), a Delaware Limited Liabi lity Comp any and a wholly owned subsidiary of Via Transportation , Inc. for the Cupertino 18-Month On-Demand Shuttle Pilot Program.

2. SERVICES
Contractor agrees to provide the services and pe1fonn the tasks (" Services") set forth in detail in Scope of Services, attached here and incorporated as Exhibit A.

3. TIME OF PERFORMANCE

3.1 This Agreement begins on the Effective Date and ends on August 20, 2021 ("Contract Time") , unless terminated earlier as provided herein. Contractor ' s Services shall begin on August 20, 2019 and shall end on August 20, 2021.

3.2 Schedule of Performance. Contractor must deliver the Services in accordance with the Schedule of Performance, attached and incorporated here Exhibit B.

3.3 Time is of the esse nce for the performance of all the Services . Contractor must have suffic ient time, resources, and qualified staff to deliver the Services on time.

4. COMPENSATIO N

4.1 Maximum Compensation . City will pay Con tractor for satisfactory performance of the Services an amount that will based on actual costs but that will be capped so as not to exceed $1,750,000.00 (" Contract Price"), based upon the scope of services in Exh ibit A and the budget and rates included in Exh ibit C, Compensation attached and incorporat ed here. The maximum compensat ion includes all expenses and reimbursements and will remain in place even if Contractor ' s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City.

4.2 Invoices and Payments. Unless otherwise specified in the scope of services , monthly invoices must state a description of the deliverable completed and the amount due for the preceding month. Within thirty (30) days of completion of Serv ices, Contractor must submit a requisit ion for final and complete payment of costs and pending claims for City approval. Failure to time ly submit a complete and accurate payment requisition relieves City of any further payment or other obligations under the Agreement.

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Page I of 8 Professio11al/Co11s11/ri11g Con1rac1s- Nomad Transit. llC

5. INDEPENDENT CONTRACTOR

5.1 Status. Contractor is an independent contractor and not an employee, partner, or joint venture of City . Contractor is solely responsible for the means and methods of performing the Services and for the persons hired to work under this Agreement. Contractor is not entitled to health benefits , worker's compensation or other benefits from the City.

5.2 Contractor's Qualificat ions. Contractor warrants on behalf of itself and its subcontractors that they have the qualifications and skills to perform the Services in a competent and professiona l manner and according to the highest standards and best practices in the indus try.

5.3 Permits and Licenses. Contractor warrants on behalf of itself and its subcontractors that they are properly licensed, registered, and/or certified to perform the Services as required by law and have procured a City Business License .

5.4 Subcont ractors . Only Contractor's employees are authorized to work under this Agreement. Prior written approval from City is required for any subcontractor, and the terms and conditions of this Agreement will apply to any approved subcontractor .

5.5 Tools, Materials and Equipment. Contractor will supp ly all tools, materials and equipment required to perform the Services under this Agreement.

5.6 Payment of Taxes. Contractor must pay income taxes on the money earned under this Agreement. Upon City's request, Contractor will provide proof of payment and will indemnify City for violations pursuant to the indemnification provision of this Agreement.

6. PROPRIETARY /CONFIDENTIAL INFORMATION
In performing this Agreement , Contractor may have access to private or confidentia l information owned or controlled by the City, which may contain proprietary or confidential details the disclosure of which to third parties may be damaging to City . Contractor shall hold in confidence all City information provided by City to Contractor and use it only to perform this Agreement.

Contractor shall exercise the same standard of care to protect City information as a reasonably prudent contractor would use to protect its own proprietary data.

7. OWNERSHIP OF MA TE RIALS

7.1 Property Rights. Any interest (including copyright interests) of Contractor in any product, memoranda, study, report, map, plan, drawing, specification, data, record, document or other information or work, in any medium (collectively, "Work Product") , prepared by Contractor specifically for the City in connection with this Agreement will be the exclusive property of the City and shall not be shown to any third-party without prior written approval of City. For the avoidance of doubt, no intellectual property will be conceived, created or furnished under this Agreement , and all rights in, to and under Contractor's proprietary on-demand transit solution (the "Via Solution") shall remain the exclusive property of the Contractor. Contractor shall grant to the City all rights necessary to receive the benefit of the Via Solution during the term of the Agreement.

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71 Copyright. To the extent permitted by Title 17 of U.S. Code, all Work Product arising out of this Agreement is considered "works for hire" and all copyrights to the Work Product will be the prope1ty of City. Alternatively , Contractor assigns to City al! Work Product copyr ights.

Contractor may use copies of the Work Product for promotion only with City's written approval. 73 Patents and Licenses. Contractor must pay royalties or license fees required for authorized use of any third party intellectual property, including but not limited to patented, trademarked, or copyrighted intellectual property if incorporated into the Services or Work Product of this Agreement.

7.4 Re-Use of Work Product. Unless prohibited by law and without waiving any rights, City may use or modify the Work Product of Contractor or its sub-contracto rs prepared or created under this Agreement , to execute or implement any of the following:
(a) The original Serv ices for which Contractor was hired ; (b) Completion of the original Services by others;
(c) Subsequent additions to the original Services; and/or (d) Other City projects.
75 Deliverables and Format. Contractor must provide electronic and hard copies of the Work Product , on recycled paper and copied on both sides, except for one single -sided original.

8. RECORDS
Contractor must maintain complete and accurate accounting records relatin g to its performance in accordance with generally accepted accounting principles. The records must include detailed informat ion of Contractor's performance, benchmarks and deliverables, which must be available to City for review and audit. The records and supporting documents must be kept separate from other records and must be maintained for four years from the date of City's final payment.

9. ASSIGNMENT
Contractor shall not assign , sublease, hypothecate, or transfer this Agreement , or any interest therein, directly or indirectly without prior written consent of City. Any attempt to do so will be null and void. Notwithstanding the foregoing, Contractor may assign its right without such consent to (a) one of its subsid iaries or affiliates or (b) to an entity that acquires all or substantially all of the business or assets of Contractor , whether by merger, reorganization , acquisition, sale, or otherwise. Should the events in (a) or (b) occur, Contractor shall provide notice to the City no later than thirty (30) days after the occurrence of such event.

10. PUBLICITY/ SIGNS
Any publicity generated by Contractor for the project under this Agreement, during the term of this Agreement and for one year thereafter , wi ll reference the City's cont ributions in making the project possible. The words "C ity of Cupertino" will be displayed in all pieces of publicity , including flyers, press releases , posters , brochures, public service announcements, interviews and newspaper articles. No signs may be posted, exhibited or displayed on or about City property , except signage required by law or this Contr act, w ithout prior written approval from the City.

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11. INDEMNIFICATION; LIMITATION OF LIABILITY

11.1 To the fullest extent allowed by law, and except for losses caused by the sole and active negligence or wi llful misconduct of City personne l, Contractor shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, officials, employees , agents , servants, volunteers and consultants ("lndemnitees"), through legal counsel acceptable to City, from and against any and all liabi lity, damages , claims, act ions, causes of action, demands, charges, losses, costs and expenses (inc luding attorney fees, legal costs and expenses related to litigatio n and dispute resolution proceedings) of every nature, arising directly or indirectly from this Agreeme nt or in any manner relating to any of the followin g:
(a) Breac h of contract, obligat ions, representations or warranties; (b) Negligent or willful acts or omissions committed by Contracto r during perfo rmanc e of the Services;
(c) Personal injury, property damage, or economic loss resulting from the work or performance of Contractor or its subco ntractors or sub-subcon tracto rs; (cl) Unauthorized use or disclosure of City's confid ential and proprietary Information; (e) Claim of infringement or violation of a U.S. patent or copyrig ht, trade secret, trademark , or service mark or other proprietary or intellectu al prope rty right s of any third party.

11.2 Contractor must pay the costs City incurs in enfo rcing this pro vision. Contractor must accept a tend er of defense upon receiv ing notice from City of a third -party claim, in accordance with California Pu blic Contract Code Section 920l. At City's request, Contractor will assist City in the defense of a claim, dispute or lawsuit arising out of this Agreement.

11.3 Contractor's duties under this section are not limited to the Contract Price, workers' compensatio n payments, or the insurance or bond amount s required in the Agreement. Nothing in the Agreement shall be construed to give rise to an implied right of indemnity in favo r of Contractor against City or any lndemnit ee.

11.4. Contractor 's payme nts may be deducted or offset to cover any money the City lost due to a claim or counterc laim arising out of this Agreement, a purchase order, or other transact ion.

11.5. Contractor 's total liability arising out of this Agreement shall be limited to the greater of (a) Contactor's total app licable insurance coverage and (b) ten million dollars ($10,000,000).

12. INSURANC E
Contractor shall comply with the Insurance Requirements , attached and incorporated here as Exhibit D, and must maintain the insurance for the duration of the Agreement, or longer as required by City. City will not execute the Agreement until City approves receipt of satisfactor y certificates of insurance and endorsements evidencing the type , amount, class of operations covered, and the effective and expiration dates of coverage. Failure to comply with this provi sion may result in City, at its sole discretion and without notice, purchasing insurance for Contractor and deducting the costs from Contractor's compensat ion or terminating the Agreement. --Selttt - ------

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13. COMPLIANCE WITH LAWS

13.1 General Laws. Contractor shall comply with all local , state and federal laws and regulations applicable to this Agreement. Contractor will promptly notify City of changes in the law or other conditions that may affect the Project or Contractor's ability to perform. Contractor is responsible for verifying the employment authorization of employees performin g the Services , as required by the Immigration Reform and Control Act.

13.2 Labor Laws. Contractor shall comply with all labor laws applicable to this Agreement. If the Scope of Services include s a "public works" component, Contractor is required to comply with prevailing wage laws under Labor Code Section I 720 and other labor laws.

13.3 Discrimination Laws. Contractor shall not discriminate on the basis of race, religious creed, color, ancestry, national origin, ethnicity, handicap, disability, marital status, pregnancy, age, sex, gender, sexual orientation, gender identity , Acquired-Immune Deficiency Syndrome (A IDS) or any other protected classification. Contractor shall comply with all anti-discrimination laws, including Government Code Sections 12900 and 11135, and Labor Code Sections 1735, 1777 and 3077.5. Consi stent with City policy prohibiting harassment and discrimination, ·contractor understands that harassment and discrimination directed toward a job applicant, an employee, a City employee , or any othe r person, by Contractor or its employees or sub-contractors will not be tolerated .

13.4 Conflicts of Interest. Contractor shall comply with all conflict of interest laws applicable to this Agreement and must avoid any conflict of interest. Contractor warrants that no public official, employee , or member of a City board or commission who might have been involve d in the making of this Agreement, has or will receive a direct or indirect financial interest in this Agreement, in violation of California Government Code Section 1090 et seq. Contractor may be required to file a conflict of interest form if Contractor makes certain governmental decisions or serves in a staff capacity, as defined in Section 18700 of the California Code of Regulations.

Contractor agrees to abide by the City's rules governing gifts to public officials and employees.

13.5 Remedies. Any violation of Section 13 constitutes a material breach and may result in City suspending payments, requiring reimbursements or terminating this Agreement. City reserves all other rights and remed ies available under the law and this Agreement, including the right to seek indemnification under Section 11 of this Agreement.

14. PROJECT COORDINATION
City Project Manager. The City assigns Chris Corrao, Senior Transit and Tran sportat ion Planner, as the City's representative for all purposes under this Agreement, with autho rity to oversee the progress and performance of the Scope of Services. City reserves the right to substitute anothe r Project manager at any time, and without prior notice to Contractor.

Contractor Project Manager. Subject to City approval , Contractor assigns Valentina Titiun ______ as its single Representative for all purposes under this Agreement , with authority to oversee the progress and performance of the Scope of Services. Contractor's Project manager is responsible for coordinating and scheduling the Services io accordance with the Scape of Select one
Page S of 8 Pro/essio11al/Cons11/ti11g Contracts - Nomad Transit. LLC Services and the Schedule of Performance . Contractor must regularly update the City's Project Manager about the progress with the work or any delays, as required under the Scope of Services.

City written approval is required prior to substituting a new Representative.

15. ABANDONMENT OF PROJECT
City may abandon or postpone the Project or pa11s therefor at any time. Contractor will be compensated for satisfactory Services performed through the date of abandonment, and will be given reasonable time to assemb le the work and close out the Services. With City's pre-approval in writing, the time spent in closing out the Services will be compensated up to a maximum of ten percent ( I 0%) of the total time expended to date in the performance of the Services .

16. TERMINATION
City may terminate this Agreement for cause or without cause at any time , provided City gives Contractor at least ninety (90) days' written notice of the terminat ion.

Notwithstanding the above, in the event Contractor fails or refuses to perform any of the provisions of this Agreement, Contractor shall be deem ed in default in the performance of this Agreement. If Contractor fails to cure the default within the time and in the manne r required by a written notice of default from City , in addition to any other remedies available to the City by law, the City may terminate the Agreement by giving Contractor written notice thereof, which shall be effective immediately.

Contractor will be paid for satisfactory Services rendered through the date of termination, but final payment will not be made until Contractor closes out the Services and delivers the Work Product.

17. GOVERNING LAW, VENUE AND DISPUTE RESOLUTION
This Agreement is governed by the laws of the State of Cal ifornia. Any lawsuits ti led related to this Agreement must be filed with the Superior Court for the County of Santa Clara, State of Califo rnia. Contractor must comply with the claims filing requirements under the Government Code prior to filing a civil action in cou1t. If a dispute arises, Contractor must continue to provide the Services pending resolution of the dispute. If the Parties elect arbitration, the arbitrator's award must be suppo11ed by law and substantial evidence and include detailed written findings of law and fact.

18. ATTORNEY FEES
If City initiates legal action , files a complaint or cross -complaint, or pursues arbitration, appeal, or other proceed ings to enforce its rights or a judgment in connection with this Agreement, the preva iling pa11y wit I be entitled to reasonable attorney fees and costs.

19. THIRD PARTY BENEFICIARIES
There are no intended third pa11y beneficiaries of this Agreement.

20. WAIVER

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Neither acceptance of the Services nor payment thereof shal l constitute a waiver of any contract provision. City's waiver of a breach shall not constitute waiver of another provision or breach.

21. ENTIRE AGREEMENT
This Agreement represents the full and complete understanding of every kind or nature between the Parties, and supersedes any other agreement(s) and understanding(s), either oral or written , between the Parties. Any modification of this Agreement will be effective only if in writing and signed by each Party's authorized representative. No verbal agreement or implied covenant will be valid to amend or abridge this Agreement. If there is any inconsistency between the main Agreement and the attachments or exhibits thereto , the text of the main Agreement shall prevail.

22. INSERTED PROVISIONS
Each provision and clause required by law for this Agreement is deemed to be included and will be inferred herein. Either party may request an amendment to cure mistaken insertions or omissions of required provisions. The Partie s will collaborate to implement this Section, as appropriate.

23. HEADINGS
The headings in this Agreement are for convenience only, are not a pa1t of the Agreement and in no way affect , limit or amplify the terms or provisions of this Agreement.

24. SEVERABILITY/PARTIAL INVALIDITY
If any term or provision of this Agreement, or their application to a patticular situation , is found by the coutt to be void, invalid , illegal or unenforceable , such term or provision shall remain in force and effect to the extent allowed by such ruling. All other terms and provisions of this Agreement or their application to specific situations shall remain in full force and effect. The Pa1ties agree to work in good faith to amend this Agreement to carry out its intent.

25. SURVIVAL
All provisions which by their nature must continue after the Agreement expires or is terminated , including the Indemnification , Ownership of Materials / Work Product , Records, Governing Law and Attorney Fees, shall survive the Agreement and remain in full force and effect.

26. NOTICES
All notices, requests and approval s must be sent in writing to the persons below , which wilt be considered effective on the date of personal delivery or the date confirmed by a reputable overnight delivery service, on the fifth calendar day after deposit in the United States Mail, postage prepaid , register ed or certified, or the next busine ss day following electronic submission:

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DocuSign Envelope ID: 14863258-CCE5-41B6-89DC-8EEBED127865 To City of Cupertino
Select Address
Attention: ________ ____ _
Email: ____________ _

27. VALIDITY OF CONTRACT
To Contractor: 160 Varick Street, Floor 4
New York, NY 10013
Attention: Lega 1
--=------ ---------Em ail: 1 ega 1-nyc@ri dewi thvi a. com This Agreement is valid and enforceable only if (a) it complies with the purchasing and contract provisions of Cupertino Municipal Code Chapters 3.22 and 3.23, as amended from time to time, (b) is signed by the City Manager or an authorized designee, and (c) is approved for form by the City Attorney's Office.

28. EXECUTION
The person executing this Agreement on behalf of Contractor represents and warrants that Contractor has full right, power, and authority to enter into and carry out all actions contemplated by this Agreement and that he or she is authorized to execute this Agreement, which constitutes a legally binding obligation of Contractor. This Agreement may be executed in counterparts, each one of which is deemed an original and all of which, taken together, constitute a single binding instrument.

IN WITNESS WHEREOF, the parties have caused the Agreement to be executed.

CONTRACTOR
By ~:lgd~~~S
F89E085082754FA. ..

Name Erin Abrams
Title Manager
DateB/10/2019
Tax l.D. No.: 37-1782964
APPROVED AS TO FORlVI:
/4J:=- M.~~
HEATHER M. MINNER
Cupe1tino City Attorney
Sel<!et one

CITY OF CUPERTINO
A Municipal Corporation
NameY~or::~b L . F~
Title C,~ Maoarqd
Date c::::'i ' 1 t? ' l, q

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ATTEST:
~J± GRA SCHMI~~ C
City Clerk / -(d 7 7
1145241.1
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EXHIBIT A

SCOPE OF WORK
City of Cupertino On-Dem and Community Shuttle
18-Month Pilot Progr am
The City of Cupertino On-Demand Community Shuttle pilot program is an 18-month pilot program to test on-dema nd transit service in the City of Cupertino. The pilot program is an opportunity to study and evaluate the performance of the service based upon overall ridership , user feedback, synergies with other existing transit services, and other civic, social and environmental impacts.

The Consultant will leverage proprietary technology to assist in the design, deployment, operations, maintenance, marketing and evaluation of an on-demand transit service in Cupertino, CA. The Pilot service will be flexible, dynamically adapting to and responding to demand in real-time, using optimized routes to maximize the number of passengers per-vehicle and per-trip . Regular performance monitoring and data reporting will be used to assess operations and allow for mutually agreed upon adjustments to the service at any time during the Pilot to increase awareness, ridership , and/or accommodate new or shifting demand .

Duration : The anticipated launch of the 18-month Pilot is Fall 2019, with the actual launch date contingent upon the timing of the Cupertino City Council authorization of the agreement for services. After a launch date has been mutually agreed upon by the Consultant and the City, dates referenced in this scope of work , including data sharing , launch timing , etc., will be based upon the set "Launch Date."
Geographic Coverage: The geographic area includes all areas within the City of Cupertino , including areas shown in Exhibit C outside of the City boundary, including the Sunnyvale Caltrain station and other areas mutually agreed upon by the Consultant and the City.

Task 1. Project Manag ement & Administration
Task 1.1 Detailed Work Plan & Schedule
The Consultant will develop and maintain a detailed work plan and schedule for submission to the City Project Manager no later than 15 business days after the Notice to Proceed , which will seek to refine and keep up-to-date the following :

Key Consultant and Subcontract staff assignments , by task/subtask Identify and maintain schedule of start and stop dates for each task/subtask Identify key milestones and define expected deliverables/results Deliverables
Detailed Work Plan & Schedule Documents
Updates to Documents
Task 1.2 Regular Staff Briefings
The Consultant Project Manager shall conduct and schedule regular staff briefings ("briefings"), by phone or in person, to report on Pilot service performance, completed tasks, deliverables, and significant issues encountered and resolved during the period since the previous briefing, with an explanation and revised schedule for any unmet tasks and/or deliverables. The briefing shall also provide an overview of activities and expected deliverables for the upcoming 1-month period. Briefings will occur no less than weekly for the duration of the (four) weeks leading up to, and for 4 weeks following, the Launch Date, unless otherwise agreed upon by the City Project Manager. For the remainder of the term of the Contract, Consultant shall provide bi-weekly briefings to the City Project Manager, unless otherwise agreed upon by the City Project Manager.

Deliverables:

Weekly and Bi-Weekly meetings
Meeting agendas, notes and action items
Task 1.3 Monthly Invoicing
The Consultant shall submit to the City Project Manager invoices monthly on or around the 20thth of each month to include expenses for the preceding month, with the billing period beginning and ending in the same calendar month.

Invoices shall have supporting documentation that includes a list of hours by day by Driver Partner ID with the associated applicable rate as well as a schedule showing the operating hours for the month.

Deliverables:

Monthly invoices
Supporting Billing Documentation
Task 1.4 General Project Management
Consultant will take responsibility for project management on a continuous basis during the course of the project and will designate a Project Manager to coordinate all required deliverables and perform all work described herein. The Consultant Project Manager will be empowered to enact decisions related to the project on the Consultant's behalf, and will serve as primary point of contact with the City Project Manager on an ongoing basis. The Consultant shall oversee subconsultant activities and will ensure that any subcontracted staff performing tasks have the appropriate skill levels and credentials . For the avoidance of doubt, independent contractor driver partners shall not be deemed "subcontractors" for the purposes of Section 5 of the Agreement.

Consultant shall commit to attending in-person at least (3) City Council meetings or major Pilot related events over the term of the Contract to provide staff support at key milestones , which may include service Launch Events . The City will give the Consultant at least four (4) weeks advance notice of such events.

The City will also designate a Project Manager to be the primary point of contact for the Consultant throughout the Pilot duration . The Consultant shall keep the City Project Manager abreast of all coordination related to the Pilot with outside agencies with a direct connection to the City regarding project funding, including both governmental agencies and private organizations, prior to any meeting with any such outside agency or organization.

In addition, the Consultant will ensure the project team includes personnel with expertise in service scoping , operations, driver onboarding, fleet maintenance, marketing, and data analytics. Leading up to the launch of, and during the course of the Pilot, the Consultant's project team, led by its Project Manager, will be closely engaged with the City in order to ensure that key project deliverables are provided in a timely manner, and that learnings from the Pilot are incorporated into its optimization.

Onsite support (pre-launch): Consultant Project Manager will be onsite for at least one (1) week prior to the Launch Date to oversee the implementation of the service.

Remote Support (post-launch): For the first month of service, the Consultant Project Manager will lead weekly follow-up calls to review all aspects of the service with City personnel. The Consultant Project Manager will also coordinate additional reviews of key operational topics as mutually decided upon by the Consultant and the City.

Deliverables:

Attendance at minimum (3) Council meetings or other major Pilot-related events Onsite and remote support including regular calls
Management and oversight for subcontracts
General project management
Task 2. Preliminary Service Planning, Design & Preparation Task 2.1 Project Kick-Off Meeting
At start of pre-launch phase, Consultant shall hold a kick-off meeting with the City Project Manager and relevant City personnel. The meeting will focus on establishing and introducing the Consultant and City project teams , reviewing a work plan and schedule for pre launch preparations, and beginning detailed work on the Detailed Launch Plan & Service Parameters as defined below.

Deliverables:

Project Kick-off Meeting, including meeting agenda & notes Task 2.2 Detailed Launch Plan & Service Parameters
Beginning with the Project Kick-off Meeting and extending throughout the pre-launch phase as necessary, Consultant shall work closely with the City to jointly define and finalize all relevant parameters of the service as outlined below. As part of this collaboration, quality of service standards for the Pilot service will be mutually established in order to create a baseline for monitoring Consultant's performance.

Over the course of the project, decisions to change key parameters will be made collaboratively, and Consultant will work with the City to continuously adjust and optimize the system's features and settings in order to ensure it supports growing ridership. As such, the Baseline Service Parameters defined below may be re-defined or adjusted by mutual agreement between the City and Consultant either in advance of or after the Launch Date based on additional data or new information collected. Any changes to the Pilot Service Parameters will be subject to mutual agreement by the City and Consultant.

Baseline Service Parameters
Coverage Area
At Full Launch, the Pilot will include the entire City, including areas mutually agreed upon outside of the City limits, including Kaiser-Permanente Santa Clara, West Valley Medical Center (PAMF), Sunnyvale Caltrain, and potentially one additional medical center, to be agreed upon mutually by the City and Consultant. Areas deemed inaccessible, including gated areas, are excluded from the service area. The launch of the system must serve the entire service area, however the Consultant may gradually deploy vehicles to balance efficient coverage with quality of service as data is gathered in order to fine-tune deployment elements as ridership grows.

Accessibility
Provision of Whee lchair Accessible Vehicles (WAV)
Upon receiving the Notice to Proceed , Consultant will commence development of a WAV fleet plan that satisfies relevant Federal Transit Administration (FT A) and Americans with Disabilities Act (ADA) requirements - including the equal provision of service to potential Pilot riders of all physical means. To fulfill this goal, Consultant shall cause to be deployed for the Pilot appropriately-trained drivers operating taxi or livery vehicles , or dedicated vehicles specifically deployed for the Pilot.

To indicate their need for a WAV vehicle, a rider will select the "Wheelchair accessibility" option within their profile in the Via app that will prompt the system to dispatch an appropriate vehicle each time the rider makes a request (riders booking by phone would convey their need for a WAV vehicle to the dispatcher, who would make a permanent note in the rider's account) . A WAV option will be deployed no later than the Launch Date.

Phone Book ing Option
Via's technology is configured to allow a dispatcher to book rides on behalf of riders, allowing users of all technological abilities and access levels to enjoy the same level of service as those with a smartphone (except for the experience and conven ience that is specific to in-app rider ordering and tracking). The Consultant will provide as a feature of the Pilot service a phone number and a dedicated dispatcher to book and coordinate rides for users without smartphones.

A phone booking option will be available as part of the Pilot service no later than the Launch Date.

Customer Service
The Consultant shall provide high-quality customer service to both Pilot customers and driver partners during the course of the Pilot. If an issue arises for a cust omer or driver before, during, or after a ride, parties will be able to reach Consultant staff by text message in real time, or by submitting an email ticket, which will be replied to promptly by Consultant staff. Riders who booked using the dedicated phone line will be able to receive phone support as required .

Hours of Operation
The Pilot will operate Monday through Saturday, excluding holidays, for which a mutual decision whether to operate will be made between the City and Consultant. The Consultant estimates the Pilot service will operate from 6am - 8pm Monday - Friday, and 9am-5pm Saturdays , subject to change based on demand data gathered during the initial launch period and subject to mutual decision between the Consultant and City.

The Pilot goal will be to provide operating hours as extensive and consistent as possible within the reasonable cost, as mutually agreed upon between the Consultant and City. As it is the intent of the Pilot to provide a reliable and predictab le service, the Consultant shall seek to limit adjustments to the Hours of Operation to those changes deemed necessary or intended to grow ridership or enhance service .

Fare Structure
It is the intent of the Program to provide a consistent, flat-fare transportation service that enables community members of all incomes to access a convenient, high quality mobility option. The consumer cost to take a ride using the Program shall be as follows in the fare structure below, unless otherwise mutually agreed upon by Consultant and the City Project Manager:

Regular Fare (per trip): $5.00, with the option to reduce post launch as low as $2, as it relates to demand generation and rider acquisition tactics and targets .

Rider +friends (additional riders added onto a users' trip request): Half the regular per trip fare per-person , up to a maximum of four (4) riders under one (1) reservation.

Weekly Via Pass: Set price per week, starting the first day of the first trip used. Offers up to a set number of trips per-day, each operational day of the week.

Senior/Disabled Pass (ages 65 and over)/Low-income/De Anza College students discounted rate passes: Riders who are eligible for and submit necessary documentation to receive this discount shall receive 50% off all standard fares, including Weekly ViaPass.

Consultant will work with City staff to determine appropriate fares for mutually agreed-upon out of zone destinations, listed in Cupertino Service Area Map, Exhibit C.

Consultant will work with City staff on developing additional fare packages, such as a monthly pass, and other ways to maximize fare-box recovery and increase ridership.

The City will be responsible for verifying whether riders qualify for discounted fares. The City will identify simple methods of verification, such as student ID's for the student fare, or cards demonstrating that riders qualify for existing low-income programs to simplify the verification process to the maximum extent feasible .

Any changes to base ride cost will be made in response to Pilot service data, and with the intention of making the Pilot as efficient and cost-effective as possible while retaining service accessibility. The City will retain full authority to approve any changes to the base ride cost range described above.

Fare payment options shall include payment by credit card submitted electronically through the Rider App or submitted through the Via system when booking is made for a rider over the phone.

FleeWehicles
Dedicated vehicles will be offered by the Consultant's chosen third party vehicle provider ("Vehicle Provider") to Driver Partners on a rental basis. The Vehicle Provider will offer a fleet of up to ten (10) branded , licensed and insured vehicles ("Fleet Vehicles"), all of which can fit a minimum of 6 passengers and as many as two bicycles. The Fleet Vehicles shall include one Wheelchair Accessible Vehicle (WAV) (approximately 10% of the total Fleet Vehicles) to be made available to independent contractor Driver Partners, who will be able to gain access to these vehicles after being registered onto the Platform. Consultant will ensure Vehicle Provider keeps vehicles clean and maintained in a preventive maintenance program for vehicles used in this pilot program . For the avoidance of doubt , the Vehicle Provider shall not be deemed a "subcontractor" for the purposes of Section 5 of the Agreement.

Drivers
Qualified and accredited independent contractor drivers will be able to gain access to the Fleet Vehicles after being registered onto the Via system, enabling these individuals to sign up for specific daily slots or longer periods of work. Consultant shall establish driver registration and certificat ion protocols designed to ensure compliance with applicable laws, regulations, or terms of project funding sources. Consultant shall ensure drivers are aware of the pilot program and can articulate to riders pilot program basics, including how to get additional program information .

For the avoidance of doubt, independent contractor driver partners shall not be deemed "subcontractors" for the purposes of Section 5 of the Agreement.

Smartphone App
Consultant shall work closely with the City to provide a co-branded splash page in the Via Smartphone App. The ultimate appearance of the app will be built upon Via's proprietary rider application to provide a tailored user experience . As mutually agreed upon, the app may suggest locations to customers , or present service announcements, promotions , or discounted pricing through in-app messages or push notifications.

Technology Platform
Via will leverage its powerful suite of apps, real-time operations and administrative tools, and data analysis and reporting features to power the Pilot service . This platform will be the same one used to manage each Via service around the world . The Consultant will provide use of the Via technology platform that in real time aggregates riders travelling from multiple origins to multiple destinations efficiently, while optimizing the balance between vehicle utilization fleet wide and a high quality of service. The Via system has fully automated ride proposal, booking , and dispatch services, and is accessible by mobile application and, as required, phone bookings. In order to serve those users who do not have a smartphone or may require additional technology assistance, the Consultant shall provide the option for account creation by phone for at least 10 hours per week (pre-set hours to be determined as part of launch planning). Should Via have the capacity for web-based booking , it shall be made available as an option to the City at no additional cost.

Deliverables :

Final Launch Plan
Additional documentation of Parameters, as mutually agreed upon by Consultant and City Task 2.3 Technology Localization & Back-end Systems Setup Consultant shall localize all infrastructure technology , including mapping and real-time routing systems, specifically for the Pilot, taking into account local geography and any algorithmic adjustments required in order to achieve system and service efficiency. Back-end operational systems, including those required for driver registration and supply monitoring, will be fully localized and maintained over the course of the Pilot.

Deliverables :

Completion of Technology Localization & Back-end Systems Setup Task 2.4 Driver Acquisition & On-Boarding
Consultant shall source independent contractor drivers from the community and surrounding areas if possible and shall verify that drivers possess all data and documentation to satisfy Via's standards as well as local and State requirements . Independent contractor drivers will go through registration , which includes an introduction to Via's system, customer service expectations, and customer and driver safety protocol and policies . Drivers will be subject to comprehensive background checks as required by local and State law.

Deliverabl es: Drivers fully registered to drive on the Via platform Task 2.5 Vehicle Delivery & Branding
Vehicle Provider shall coordinate the delivery and availability of a fleet of up to ten (10) Fleet Vehicles vehicles such that these vehicles are ready to be driven by independent contractor drivers on the Launch Date. Vehicle preparation will include successfu l completion of all relevant insurance, registration, licensure, and maintenance requirements. Fleet Vehicles will have custom co-branding in the form of vehicle decals or wrapping as to be easily recognizable to users of the service. Vehicle branding design will be finalized in collaboration with the City.

Deliverables:

Vehicle Fleet with custom co-branding
Task 2.6 WAV Service
The Pilot Wheelchai r Accessible Vehicle (WAV) service shall satisfy relevant FTA ADA requirements, including the equal provision of service to potential Pilot riders of all physical means. To fulfill this goal, Consultant will either (1) ensure Vehicle Provider provides dedicated WAV to be used for the Pilot or (2) identify and subcontract with wheelchair accessible vehicle (WAV) providers who have personnel that are trained to operate vehicles and equipment safety and to assist and treat individuals with disabilities in a respectful and courteous way, with appropriate attention to the difference among individuals with disabilities. Consultant will ensure that any drivers providing WAV service as part of the Pilot will be trained to operate WAV vehicles and equipment safely, as well as to properly assist and treat individuals with disabilities in a courteous and respectful manner.

Deliverables:

WAV service
Task 2.7 External Stakeholder Coordination Meetings
City and Consultant will together identify key external stakeholders relevant to or interested in the Pilot (i.e., Santa Clara Valley Transportation Authority, neighbori ng cities of Cupertino in the western portion of Santa Clara County, San Jose, etc.) and setup meetings in advance of the Launch Date in order to gather data and local information relevant to the Pilot, build community support, and identify opportunities to support multi-modal linkages. This initiative will be spearheaded by the City so as to best utilize local relations , with significant involvement provided by Contractor. Local schools with students ages 14 and older should be contacted by the Consultant launch team prior to the Launch Date to discuss appropriate pick-up and drop-off locations in congested school zones to maximize safety.

Deliverab les:

Participation in external stakeholder meetings
Meeting agendas & notes
Task 3. Pilot Deployment & Operations
The Consultant will collaborate with the City of Cupertino to design and operate a Pilot service that meet the project's operational goals. Consultant will establish a project team in the area and will draw on expertise in Operations, Expansion, Growth and Data Science teams in order to grow and optimize the service across the duration of the Pilot. Consultant will proactively suggest enhancements to the service to improve rider experience , quality of service , and cost per ride. Consu ltant shall procure all required licenses, permits , and insurance to operate an on demand rideshare solution in the City of Cupertino .

Task 3.1 Launch Period & Launch Event
A launch event will be held on the Launch Date to raise awareness of the service locally and initiate formal marketing and media outreach.

Deliverables
Coordination and Completion of Launch Event, including appropriate marketing and media outreach .

Operation of Service Launch
Task 3.3 Full Servic e Launch , Operations & Maintenance The Consultant shall operate the Full Service for the duration of the 18-month Pilot, unless otherwise mutually agreed upon by the Consultant and City. Following Launch, the Consultant shall continue to operate , maintain , and evaluate system data and service information to optimize , iterate on, and scale the service in collaboration with the City.

Deliverables:

Ongoing operations
Task 4. Marketing Plan & Implementation
Task 4.1 Draft & Final Marketing Plan
Consultants shall work closely with the City to develop and refine a unified marketing and promotional program that increases community awareness of the Pilot, and maximizes its success for implementation by Consultant. As reasonable , the City will cooperate with Consultant to promote the service and create local awareness and will support the Consultant's team by providing useful local insights and leveraging existing marketing platforms , associations , and social media presence to promote the Pilot program . Market ing and branding guidelines, including initial marketing material templates , will be presented by the Consultant to the City for review and approval in advance of finalization and distribution .

Consu ltant and City shall collaborate on the follow ing key market ing activities during the course of the Pilot:

Initial collateral and branding development
Vehicle wrapping /branding design
Launch press and media campaign
Rider acquisit ion campaigns
Ongoing promotional campaigns
Partnership with key City stakeholders and community organizations Deliverables:

Final Marketing Plan, including branding guidelines
Task 4.2 Production of Marketing Collateral
Per the Marketing Plan developed in Task 4.1, marketing and branding guidelines , including initial marketing material templates, will be presented by the Consultant to the City for review ahead of finalization, production, and distribution.

Deliverables:

Marketing Collateral
Task 4.3 Implement Marketing Plan
Based on the agreed upon Marketing Plan developed in Task 4.1, Consultant shall work closely with the City to implement a range of marketing and promotional subtasks, including the City offering free or discounted rides.

Deliverables:

Implementation of Marketing Plan
Task 5. Performance Monitoring
See Exhibit E., Data Sharing.

Deliverables:

Ongoing regular data sharing and reporting.

Via Cupertino Service Area Map
Approximate zone size: 10.6 sq miles
0 Sunnyvale
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WEST V/J
WfST SAN JOS
NOTES:

Additional service islands under
consideration not shown (to be
mutually agreed upon by Via and
the City):

1. Palo Alto Medical
Foundation - (Mtn View)

2. Mounta in View Caltra in
Station

3. El Camino Hospital
(Mtn View)

EXHIBIT C - FEES
Fees
The table below outlines the payment structure, in which Cupertino would be charged on a price per driver hour and price per service hour basis. The total contract value shall not exceed $1 ,750,000 for the 18-month contract term.

Fixed Upfront) Costs
Total Upfront Cost
Project Management & Other Pilot Operations'
Performa nce Monitoring and Reporting
Driver Pay (Incl. WAV}
Driver & Rider Acouisition
To ta/ Cost per Driver Hour
Customer SeNice
Total Cost per Customer Service Hour
Total Pilot Cost to City of Cupertino ..

Note: Pricing excludes all taxes.

City of Cupertino Proposed Contract Value
Price per
Price per Driver Customer
Hour Servi ce Hour ·
/ ✓,• ///// ✓✓,-✓✓✓✓✓½
$6.59 NIA
$0.76 NIA
S27.18 NIA
S1.30 NIA
$35.83o///////////};_
NIA $25.00
?01//4W/4 $25.00
Total Price
$122200
$122,200
$271.455
S31 250
$1,119.345
553.650
$1,475,700
$152,100
$152,100
$1,750,00 0
'Includes technology , IT hosting, insurance, T&E. and other miscellaneous costs. •• Total Pilot Cost to City is a not-to-exceed amount and does not reflect unknown fa rebox revenue invoice credi ts.

Driv er Hours Summary:

Total Implied Driver Hours
Total Implied Driver Hours (Weekly)
Siwjce Hours Summacy·
T otal I mp lied Ser-,ice Hours
T otal Implied Service Hours (Weekly)
Note: Hours are indicative and subject to change.
41 ,184
528
6,084
78 Cupertino will be billed for the above fees and a revenue share as described below. Driver hours , service hours , and revenue share from rides served will be billed as incurred at the end of each month. Cupertino shall pay the following fees to Via:

Installation Fee
Cupertino shall pay to Via a non-refundable installation fee of $122,200, 50% of which ($61,100) will be payable upon signing of this Order , and the remaining 50% ($61,100) will be payable upon launch of the Deployment.

Monthly Fees
Cupertino shall pay the following fees to be invoiced monthly by Via, starting upon launch of the Deployment:
• $35.83 per driver hour
• $25.00 per service hour
Revenue Share
Cupertino shall pay to Via $1.50 for each completed ride (the "Revenue Share"), to be invoiced monthly by Via, starting upon launch of the Deployment. The City of Cupertino shall receive a monthly invoice credit in an amount equal to the net farebox revenue collected , less the Revenue Share retained by Via in that same previous calendar month .

Optional Enhan cements Services and Fees
Upon reasonable request, Via will provide enhancements subject to the following fees:

Additional Description Rate
Service s
Additional Add access to powerful Pricing available upon Features features like a web- request
based booking portal,
corporate account
management
dashboards , linkage to
fixed route bus and train
lines, and integration into
third party travel
planners and payment
apps
Expert Additional support Pricing available
Consulting upon request
Services
Advanced Create a data warehouse Pricing available
Data Analytics or additional dashboards upon request
not covered in the
original agreement
Exhibit E.

Data Sharing Plan
As pa1t of the Deployment , Via will make the below data available to members of the City 's Core Team, for the purpose of research and program evaluation. The data to be shared will be uploaded to a Tableau server and protected by Via's VPN. Each of the individuals listed as members of the Core Team will be provided their own Tableau and VPN credentials. Access to the Tableau server will be ava ilable through the VPN only and might require appropriate software to connect. Underlying data may not be shared through any other method. The data is considered trade secret by Via, and is subject to the confidentiality and other protective provisions set forth in the Te1ms.

To protect Via's intellectual property and the privacy of riders, Via will provide the following data tables and dashboards in the form of aggregated Tableau repo1is that will be provided for City's access. These reports will be refreshed daily. The reports are aggregated, deidentified and do not include any personal information of Passengers.

Section A: ST AND ARD REPORTING SET
.. -"
-
Dashboard Data Point Level of Detail
- ,
Rides Data Rider ID Completed ride
Key data for each completed
ride Request origin lat/long Completed ride; truncated to 3rd decimal place
Pickup date + time Completed ride; truncated to
minute
Request destination lat/long Completed ride; truncated to 3rd decimal place
Dropoff date + time Completed ride; truncated to
minute
Number of passengers Completed ride
Ride distance (miles) Completed ride
Ride duration (minutes) Completed ride
Fare paid Completed ride
WAY Completed ride
.

Mileage and Sharing Service time (hours) week
Aggregate vehicle mileage &
sharing data by week Revenue time (hours) week
Service distance (miles) week
Revenue distance (miles) week
% of shared bookings week
Bookings / loop week
Quality of Service Trends Completed rides week
Summa,y of rides and quality
of service Avg. ride distance (miles) week
Avg. ride duration (minutes) week
Utilization week
Active drivers week
Driver hours week
ETA week
On-time pickup % week
Completed ride % week
Pickup request locations (by week
polygon)
Dropoff request locations (by week
polygon)
Top 5 pickup request week
intersections
Top 5 dropoff request week
intersections

EXHIBITD
Insurance Requirements
Via Trallsportation, Ille - On-Demand Commzmity Shuttle Consultant shall procure prior to commencement of Services and maintain for the duration of the contract, at its own cost and expense, the following insurance policies and coverage with companies doing business in California and acceptable to City.

INSURANCE POLICIES AND MINIMUMS REQUIRED
l. Commercial General Liability (CGL) for bodily injury, property damage, personal injury liability for premises operations, products and completed operations, contractual liability, and personal and advertising injury with limits no less than $5,000,000 per occurrence (ISO Form CG 00 0 I). If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (ISO Form CG 25 03 or 25 04) or it shall be twice the required occurrence limit. a It shall be a requirement that any available insurance proceeds broader than or in excess of the specified minimum insurance coverage requirements and/or limits shall be made available to the Additional Insured and shall be (i) the minimum coverage/limits specified in this agreement; or (ii) the broader coverage and maximum limits of coverage of any insurance policy, whichever is greater. b. Additional [nsured coverage under Consultant's policy shall be "primary and non-contributory," will not seek contribution from City's insurance/self-insurance, and shall be at least as broad as [SO Form CG 20 OL (04/13).
c. The limits of insurance required may be satisfied by a combination of primary and umbrella or excess insurance, provided each policy complies with the requirements set forth in this Contract.

Any umbrella or excess insurance shall contain or be endorsed to contai!) a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City before the City's own insurance or self-insurance shall be called upon to protect City as a named insured. 2 Automobile Liability: ISO CA 0001 covering any auto (including owned, hired, and non-owned autos) with limits no less than $5,000,000 per accident for bodily injury and property damage.

3. Workers' Compensation: As required by the State of California, with Statutory Limits and Employer's Liability Insurance of no less than $1,000,000 per occuffence for bodily injury or disease.

4. Sexual Abuse/Molestation: Insurance or the equivalent as required for activities/services involving minors, (i.e., after school activities, recreational programs, athletics, study/training events and transportation of minors). Coverage may be included under General Liability or be obtained in a separate policy, such as Educators Legal Liability (ELL) policy, with a limit of no less than $1,000,000 per occtmence. If a general aggregate limit applies, it must apply separately to this contract or be twice the required occurrence limit.

5. Cyber Liability: f nsurance with limits not less than $5,000,000 per occurrence/ $5,000,000 aggregate.

Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Consultant in this agreement and shall include, but not be limited to, claims involving infringement of intellectual property , includin g but not limited to infringement of copyright , trademark , trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic informatron, release of pFtvate information , alteration of electronic information, extortion and network security. The policy shall provide coverage for breach response costs as £r:h. D-Jnsurance Requirements
1 well as regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these obligations.

OTHER INSURANCE PROVISIONS
The aforementioned insurance shall be endorsed and have all the fo llowing conditions and provisions:

Additional Insured Status
The City of Cuperiino, its City Council, officers , officials, employees , agents , servants and volunteers ("Additional Insureds") are to be cove red as additional insureds on all insurance coverages required by this Agreement. General Liability coverage can be provided in the form of an endorsement to Consultant's insurance (at least as broad as ISO Form CG 20 l O ( 11/ 85) or both CG 20 l O and CG 20 3 7 forms, if later editions are used).

Primmy Coverage
Coverage afforded to City/Additional Insureds shall be primary insurance. Any insurance or self-insurance maintained by City, its officers, offic ials, employees, or volunteers shall be excess of Consultant's insurance and shall not contribute to it.

Notice of Cancellation
Each insurance policy shall state that coverage shall not be canceled or allowed to expire, except with written notice to City 30 days in advance or 10 days in advance if due to non-payment of premiums.

Waiver of Subrogation
Consultant waives any right to subrogation against City/Additional Insureds for recovery of damages to the extent said losses are covered by the insurance policies required herein. Specifically, the Workers' Compensation policy shall be endorsed with a waiver of subrogation in favor of City for all work performed by Consul tant, its employees, agents and subconsu ltants. This provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer.

Deductibles and Self-Insured Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At City's option, either: the insurer must reduce or eliminate the deductible or self-insured retentions as respects the City/Additional Insureds; or Consultant must show proof of ability to pay losses and costs related investigations, claim administration and defense expenses . The policy shall provide, or be endorsed to provide, that the self-i nsured retention may be satisfied by either the insured or the City.

Acceptability of Insurers
Insurers must be licensed to do business in California with an A.M. Best Rating of A-VII, or better.

Verification of Coverage
Consul tant must furnish acceptable insurance ce,iificates and mandatory endorsements ( or copies of the policies effect ing the coverage required by this Agrement), and a copy of the Declarations and Endorsement Page of the CGL policy listing all policy endorsements prior to commencement of the Contract. City retains the right to demand verification of compliance at any time during the Contract term.

S11bco11tractors
Consultant shall require and verify that all subcontractors maintain CGL, Automobile Liability, Sexual Abuse and Molestation , and Workers' Compensation and Employer Liability (if app licable) insuran ce that meet the requirements of this Agreement, including naming the City as an addi tiona l insured on subcontractors' insurance policies.
fa:h. D-!ns11rance Requirements
2 II
II
Higher I11sura11ce Limits
If Consultant maintains broader coverage and/or higher limits than the minimums shown above, City shall be entitled to coverage for the higher insurance limits maintained by Consultant.

Adequacy of Coverage
City reserves the right to modify these insurance requirements/coverage based on the nature of the risk, prior experience, insurer or other special circumstances, with not less than ninety (90) days prior written notice. 1140113.1
£r:h. D-lnsurance Requirements
3 ~
I
DATE(MM/00/YYYY) ACC>RD•
CERTIFICATE OF LIABILITY INSURANCE ~ 09/04/2019
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED , the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PRODUCER CONTACT
Aon Risk services Northeast, NAME: Inc. PHONE (866) 283-7122 I fffc. No.): (800) 363-0105 Morristown NJ office (A/C. No. E•t):
44 Whippany Road, Suite 220 E-MAIL
Morristown NJ 07960 USA ADDRESS:

INSURER($) AFFORDING COVERAGE
A v ./ NAIC#
INSURED INSURER A: Illinois National Insurance co · ... ' ' 23817 Nomad Transit, LLC. INSURER 8: Pacific Insurance Company Ltd ,., r,,.v 10046 160 Varick Street Lloyd's Syndicate NO . 1969 Jlld,,, - 1120106 4th Floor INSURER C:
~
New York NY 10013 USA INSURER D:

INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER · 5700781481 15 REVISION NUMBER·

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS ANO CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested ''"'~" TYPE OF INSURANCE f~s'-'6 I~{; POLIC)\bltlMBER IMMJOoimvi I ~l11\oNm LIMITS LTR B X COMMERCIAL GENERAL LIABILITY lVYRSOHl:Hl/3 08/ J.)/ <VL: 1v~/ D/ ,v._ EACH OCCURRENCE Sl ,000,0 00 ,...._ D 0ocCUR
\ll"\!YV\..,.~ IU t<tN1'-,.U
Sl00,000 CLAIMs.MAOE PREMISES tEa OCCUITence\ ,...._
~
MEO EXP (Any one person) $2,500
PERSONAL to ADV INJURY Sl,000,000 ,...._
GENERAL AGGREGATE Sl0,000,000 GEN'tAGGREGATE LIMIT APPLIES PER:
~ POLICY □ i;:i □ LOC PRODUCTS - COMPIOPAGG SlO, 000, 000 OTHER:

B AUTOMOBILE LIABILITY 10 YR2 OH8074 08/15/2019 09/15/2020 COMBINED SINGLE LIMIT Sl,000,000 <Ea accident' ,__ ANYAUTD BODILY INJURY ( Per person) S50,000 ,__ - SCHEDULED BODILY INJURY (Per accident) Sl00,000 OWNED ,__ AUTOS ONLY ,__ AUTOS PROPERTY DAMAGE HIRED AUTOS NON-OWNED CPer aecidant) $30,000 ,__ ONLY ,__ AUTOS ONLY
C UMBRELLA LIAB ~ OCCUR CSUSA1902823 08/15/2019 09/15/2020 EACH OCCURRENCE $6,000,000 ,__ SIR applies per policy ter Ins & condi ions AGGREGATE S6,000,000 X excess LIAB CLAIMS-MADE OED I X !RETENTION

WORKERS COMPENSATION AND I PER STATUTE I IOTH-EMPLOYERS' LIABILITY ER YIN

ANY PROPRIETOR I PARTNER I EXECUTIVE
□
E.L. EACH ACCIDENT OFFICER/MEMBER EXCLUDED? NIA
(M;mdatory in NH) E.L. DISEASE-EA EMPLOYEE
gm~rtf~~ ~fgPERATIONS below E.L. DISEASE-POLICY LIMIT
A E&o-Technology 082887375 01/11/2019 01/11/2020 Professional Liab S5 ,000,000 Cyber Liability S5 ,000,000
DESCRIPTION OF OPERATIONS/ LOCATIONS I VEHICLES (ACORD 101, Additional Rermrks Schedule, may be attached if moro space is required) Nomad Transit LLC is a no-employee entity, which is why workers' comp coverage is not evidenced on this certificate. workers' comp coveraie is held at the parent company level by via Transportation, Inc. The City of Cupertino, its City council, officers, o ficials, employees, agents, servants and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability policy.

CERTIFICATE HOLDER CANCELLATION

SHOULD /WV OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE

EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

The ACORD name and logo are registe red marks of ACORD
.. .. .::: .,
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R: 10 YR3 OH8073 COMMERCIAL GENERAL LIABILITY
CG 20 26 0413

ADDITIONAL INSURED - DESIGNATED

PERSON OR ORGANIZATION
This endorsement modifies insurance provided under the following:

COMMERCIAL GENERAL LIABILITY COVERAGE PART

SCHEDULE
Name Of Additional Insured Person(s) Or Organization(s):

Blanket, as required per written contract executed prior to a loss.

City of Cupertino, Boards and Commissions, Officers, Officials, Employees, Agents, Servants, Volunteers, and Consultants
10300 Torre Ave.

Cupertino, CA 95014
Information required to comolete this Schedule, if not shown above, will be shown in the Declarations.

A. Section II - Who Is An Insured is amended to
include as an additional insured the person(s) or
organization(s) shown in the Schedule, but only
with respect to liability for "bodily injury", "property damage" or "personal and advertising injury"
caused, in whole or in part, by your acts or
omissions or the acts or omissions of those acting
on your behalf:

1. In the performance of your ongoing operations;
or

2. In connection with your premises owned by or
rented to you.

However:

1. The insurance afforded to such additional
insured only applies to the extent permitted by
law; and

2. If coverage provided to the additional insured is
required by a contract or agreement, the
insurance afforded to such additional insured
will not be broader than that which you are
required by the contract or agreement to provide
for such additional insured.

B. With respect to the insurance afforded to these
additional insureds, the following is added to
Section Ill - Limits Of Insurance:

If coverage provided to the additional insured is
required by a contract or agreement, the most we
will pay on behalf of the additional insured is the
amount of insurance:

1. Required by the contract or agreement; or

2. Available under the applicable Limits of
Insurance shown in the Declarations;
whichever. is less.

This endorsement shall not increase the applicable
Limits of Insurance shown in the Declarations.

CG 20 26 0413 © Insurance Services Office, Inc., 2012 Page 1 of 1 ~
I
DATE(MM/00/YYYY) ACORC>., CERTIFICATE OF LIABILITY INSURANCE '-.---- ' 09/04/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND , EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT : If the certificate holder is an ADDITIONAL INSURED , the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED , subject to the terms and conditions of the policy , certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s).

PROOUCER CONTACT
Aon Risk services Northeast, Inc. NAME:
rH-,,Nc (866) 283-7122 j r~. No.): (800) 363-0105 Morristown NJ office (A/C. No, Exl):
44 Whippany Road, Suite 220
Morristown NJ 07960 USA
E-MAIL AOORESS:

INSURER(S) AFFORDING COVERAGE
A NAIC #
INSURED INSURER A: Starr Indemnity & Liabi l ity Company .IJ 38318 via Transportation. Inc. INSURER B: ,.
160 Varick Street
4th Floor INSURER C:

New York NY 10013 USA INSURER 0:

INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: 570078147889 REVISION NUMBER:

COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE
~
D CLAIMS-MADE □ OCCUR
v ,.,_,.,,.-,....,,_ IVn.L.n 1o;..u
PREMISES (Ea occu1Tenc&\
MEO EXP (Any one person)

PERSONAL & AOV INJURY
GEN'LAGGREGATE LIMIT APPLIES PER: GENEAALAGGREGATE
R □ PRO- □ LOC POLICY JECT PROOUCTS • COMP/OP AGG
OTHER:

AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT
{Ea accident\
,__
BOOILY INJURY ( Per person) ANY AUTO
- - SCHEDULED _ BOOILY INJURY (Per accidonl) OWNED AUTOS - AUTOS ONLY ,..._ NON-OWNED PROPERTY DAMAGE HIRED AUTOS (Per accident) -
ONLY ,..._ AVTOSONLY
UMBRELLA LIAB H OCCUR EACH OCCURRENCE ,..._

AGGREGATE EXCESS LIAB CLAIMS-MACE

OED I I RETENTION
A WORKERS COMPENSATION ANO 1000002392 09/15/2018 09/15/2019 X I PER STATUTE I IOTH-EMPLOYERS' LIABILITY YIN ER

ANY PROPRIETOR I PARTNER I EXECUTIVE
~
E.L. EACH ACCIDENT 51,000,000 OFFICER/MEMBER EXCLUDED? NIA (Mandatory in NH) E.L. DISEASE-EA EMPLOYEE Sl,000,000
~l;t~rp~,g,~ ~l~PERATIONS below E.L. DISEASE-POLICY LIMIT Sl,000,000 DESCR IPTION OF OPERATIONS I LOCATION S I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more spact is required) A waiver of Subrogation is granted in favor of The City of Cupertino, its city cou nci l , officers, servants and volunteers in accordance with the policy provisions of the workers Compensation line officials, employees,
of coverage .
agents,

CERTIFICATE HOLDER CANCELLATION
SHOULD Ar-N OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE

EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.

The city of Cuper t ino
10300 Torre Avenue

The ACORD name and logo are registered marks of ACORD
...

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STARR
l N DEMN lT Y

A MEMBER OF STARR COMPANIES
State
us
DC
DC
DC
DC
DC
DC
DC
DC
DC
DC
DC
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
IL
NY
NY
NY
NY
NY
NY
NY
Form Nbr.
wcooooooc
WC00031Ll\
WC000313
WC000406
WC0004 l4
WC000419
WC000421D
WC000422B
WC000424
wcooo,12s
WC080601
WC990605
WC000311A
WC000313
WC000406A
WC000414
WC000419
WC000421D
WC000422B
WC000424
WC000425
WC1206018
WC990605IL
WC0003 OLl\
WC000311A
WC000313
WC0004 04
WC000406
WC000407
WC000414
Issued Date: 09/2 6 /201 0
02 \NCOOOOOIA (Ed. 05133)
Workers Compensation and Employers Liability
Insurance Policy
Policy Number : 100 0002392
Named Insured: VIA TfW'.ISPORTATION. ~C
Agent: SWett & Crawford

ENDORSEMENT SCHEDULE
Ed. Date
1/J.5
8/91

4./84
8/84
7/90
1/01
1/ is
1/15
1/17
5/17
4/84
5/12
8/91
4/84
7/95
7/90
1/0:J.
1/15
J./15
1/17
5/17
1/15
5/12
2/89
8/91
4/ 0,1
4/84
8/84
4/84
7/90
Description

WC & EL POLICY

VOLUNTARY COMP & EL ENDT

WAIVER OF OUR RIGHT TO RECOVER

PREMIUM DISCOUNT ENDT

NOTIFICAT OF CHNG IN OWNERS

PREMIUM DUE DATE ENDT
CATASTROPHE (0/T C.A.T.)PRM EN
TERR RISK INS RE.1\0THZ DISC END

AUDIT NONCOMPLIANCE CHARGE END

EXPER RATING MOD FACTOR REV

DC CANCELLATION ENDT
ADVANCED NOTICE or CANCELhl\TIO

VOLUNTARY COMP & EL ENDT

WAIVER OF RIGHTS TO RECOVER

PREMIUM DISCOUNT ENDORSEMENT
NOTIFICATION OF CHG Hl OWNER

PREMIUM DUE DATE ENDORSEMENT
C.l\T.Z\STROPHE (0/T C . A.T.)PRM EN
TERR RISK ms REAUTHZ DISC END
.1\UDIT NONCOMPLIANCE CH.l\RGE END
EXPER RATING MOD !"ACTOR REV

IL AMENDATORY ENDT
IL ADVANCED NOTICE OF C.ZIJ'lCELLA

ALTERNATE EMPLOYER ENDT

VOLUNTARY COMP & EL ENDT

WAIVER OF RIGHTS TO RECOVER
PENDING RATE CH.l\l'IGE ENDT

PREMIUM DISCOUNT ENDORSEMENT

RATE CI-LZIJ'TGE ENDORSEMENT
NOTIFICATION or, CHG IN OWNER

INSURED'S COPY
0005328

Page 9 of 10 ends

WORKERS COMPENSAT ION AND EMPLOYERS LIABILITY INSURANCE POLICY

WAIVER OF OUR RIGHT TO RECOVER FROM OTHERS ENDORSEMENT
WC 00 03 13
(Ed. 04-84)
We have the right to recover our payments from anyone liable for an injury covered by this policy . We will not enforce our right against the person or organization named in the Schedule . (This agreement applies only to the extent that you perform work under a written contract that requires you to obtain this agreement from us.)
This agreement shall not operate directly or indirectly to benefit anyone not named in the Schedule .

Schedule
Any person or organization to whom you become obligated to waive your rights of recovery against, under any contract or agreement you enter into prior to the occurrence of loss.

This endorsement changes the policy to which it is attached and is effective on the date issued unless otherwise stated. (The Information below Is required only when this endorsement Is issued subsequent to preparation of the policy.) Endorsement Effective:

Insured:

Insurance Company:

WC 00 03 13
(Ed. 04-84)
Policy No.: Endorsement No.:

Premium:

Countersigned by: ______________ _

Page 1 of 1 ends

City Council Actions August 20, 2019

7. Subject: Authorize the City Manager to execute a lease agreement with the Regents of the University of California for the Rolling Hills 4H Club for facilities at the McClellan Ranch Preserve
Recommended Action: Authorize the City Manager to execute a lease agreement with the Regents of the University of California for the Rolling Hills 4H Club for facilities at the McClellan Ranch Preserve for a period of five years, from September 1, 2019 through August 31, 2024
Authorized the City Manager to execute a lease agreement with the Regents of the University of California for the Rolling Hills 4H Club for facilities at the McClellan Ranch Preserve for a period of five years, from September 1, 2019 through August 31, 2024

8. Subject: Agreement with Nomad Transit LLC (Via Transportation Inc.) for the 18-month On-Demand Community Shuttle Pilot Program
Recommended Action: Authorize the City Manager to execute an agreement with Nomad Transit LLC (Via Transportation Inc.) for the 18-month On-Demand Community Shuttle Pilot Program with a not-to-€xceed cost of $1,750,000
Council found that the approval to execute the agreement with Nomad Transit LLC (Via Transportation Inc.) for the 18-month On-Demand Community Shuttle Pilot Program is statutorily exempt from the California Environmental Quality Art pursuant to Public Resources Code section 21080(b)(10), and direct staff to file a Notice of Exemption and further finding that the approval is exempt from CEQA pursuant to Title 14 of the California Code of Regulations Chapter 3, Article 5, Section 15061(b)(3) because it is certain that there is no possibility that this approval would have a significant effect on the environment; and Authorize the City Manager to execute an agreement with Nomad Transit LLC (Via Transportation Inc.) for the 18-month On-Demand Community Shuttle Pilot Program with a not-to-exceed cost of $1,750,000. Councilrnember Paul also encouraged staff to make sure the program rolls out as quickly and efficiently as possible and to ensure there is a significant roll out not just with public relations but also outreach to the community to ensure everyone is aware of the availability.

9. Subject : Accept termination of Audit Committee member James Qim) Luther and direct staff to fill the unscheduled vacancy in January 2020 concurrent with the annual recruitment for all commission and committee members' terms expiring in January, 2020.

Recommended Action: Accept termination of Audit Committee member James Qim) Luther and direct staff to fill the unscheduled vacancy in January 2020 concurrent with the annual recruitment for all commission and committee members' terms expiring in January, 2020.

Nomad Transit for On-Demand Shuttle Pilot
Program
Final Audit Report 2022-09-12
Created: 2022-09-08
By: City of Cupertino ([email protected])
Status: Signed
Transaction ID: CBJCHBCMBAAqztsqxlmihVXSeTYWZjeksTfFYV4uTa2 "Nomad Transit for On-Demand Shuttle Pilot Program" History ~ Document created by City of Cupertino ([email protected]) 2022-09-08 - 10:15:58 PM GMT- IP address: 35.229.54.2
~ Document emailed to Julia Kinst [email protected]) for approval 2022-09-08 - 10:19:04 PM GMT
1% Document approved by Julia Kinst [email protected]) Approval Date: 2022-09-08-10:20:11 PM GMT- Time Source: server- IP address: 216.198.111.214 C:. Document emailed to [email protected] for signature 2022-09-08 -10:20:19 PM GMT
~ Email viewed by [email protected]
2022-09-09 - 5:34:46 AM GMT- IP address: 66.249.81.182
!% Signer [email protected] entered name at signing as Alexander Lavoie 2022-09-12 - 4:26:35 PM GMT- IP address: 79.168.0.120
1% Document e-signed by Alexander Lavoie ([email protected]) Signature Date: 2022-09-12 - 4:26:37 PM GMT - Time Source: server- IP address: 79.168.0.120 0 Agreement completed.
2022-09-12 - 4:26:37 PM GMT
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Cupertino City CouncilSeptember 20, 2022

Cupertino City Council
September 20, 2022