AMENDMENT NO. 3 TO CONTRACT NO. C23184827
BETWEEN THE CITY OF PALO ALTO AND NOMAD TRANSIT, LLC
This Amendment No. 3 (this “Amendment”) to Contract No. C23184827 (the “Contract”) is entered into as of June 30, 2025, by and between the CITY OF PALO ALTO, a California chartered municipal corporation (“CITY”), and NOMAD TRANSIT, LLC, a Delaware limited liability corporation, located at 10 Crosby Street, 2nd Floor, New York, NY 10013 (“CONSULTANT”). CITY and CONSULTANT are referred to collectively as the “Parties” in this Amendment.
RECITALS
A. The Contract was entered into by and between the Parties for the provision of transit and shuttle services, including equipment, transportation planning, customer engagement, marketing services, labor, vendor services, and the technology to support services, as detailed therein.
B. The Parties now wish to amend the Contract to extend the term by six months from December 31, 2025, to June 30, 2026, to increase billing rates, and to increase the compensation by One Million One Hundred Thousand Dollars ($1,100,000.00) from Three Million, Eight Hundred One Thousand Five Hundred Fifty Dollars ($3,801,550.00) to a new total not-to-exceed compensation amount of Four Million, Nine Hundred One Thousand, Five Hundred Fifty Dollars ($4,901,550.00), as detailed herein.
NOW, THEREFORE, in consideration of the covenants, terms, conditions, and provisions of this Amendment, the Parties agree:
SECTION 1. Definitions.
The following definitions shall apply to this Amendment:
a. Contract. The term “Contract” refers to Contract No. C23184827 between CONSULTANT and CITY, dated December 12, 2022, as amended by:
Amendment No. 1, dated April 10, 2023, and
Amendment No. 2, dated September 23, 2024.
b. Other Terms. Capitalized terms used but not defined in this Amendment shall have the meanings assigned to such terms in the Contract.
SECTION 2. Section 2, "TERM", of the Contract is hereby amended to read as follows:
"The term of this Agreement shall be from the date of its full execution through June 30, 2026, unless terminated earlier pursuant to Section 19 (Termination) of this Agreement." Docusign Envelope ID: F2E682D7-C646-49E6-9401-0A3E35243C92 SECTION 3. Section 4, "NOT TO EXCEED COMPENSATION", of the Contract is amended to read as follows:
"The compensation to be paid to CONSULTANT for performance of the Services shall be based on the compensation structure detailed in Exhibit C, including any reimbursable expenses specified therein, and the maximum total compensation shall not exceed Four Million, Nine Hundred One Thousand, Five Hundred Fifty Dollars ($4,901,550.00). The hourly schedule of rates, if applicable, is set out in Exhibit C-1. Any work performed or expenses incurred beyond this maximum compensation shall be at no cost to the CITY." SECTION 4. The following exhibit(s) to the Contract is/are hereby amended or added, as indicated below, to read as set forth in the attachment(s) to this Amendment, which is/are hereby incorporated in full into this Amendment and into the Contract by this reference:
a. Exhibit "C" entitled "COMPENSATION, AMENDMENT NO. 3", AMENDED, REPLACES PREVIOUS.
b. Exhibit “C-1” entitled “SCHEDULE OF RATES, AMENDMENT NO. 3” AMENDED, REPLACES PREVIOUS.
SECTION 5. Legal Effect. Except as modified by this Amendment, all other provisions of the Contract, including any exhibits thereto, shall remain in full force and effect.
SECTION 6. Incorporation of Recitals. The recitals set forth above are terms of this Amendment and are fully incorporated herein by this reference.
(SIGNATURE BLOCK FOLLOWS ON THE NEXT PAGE.)
Docusign Envelope ID: F2E682D7-C646-49E6-9401-0A3E35243C92
SIGNATURES OF THE PARTIES
IN WITNESS WHEREOF, the Parties have by their duly authorized representatives executed this Amendment effective as of the date first above written.
CITY OF PALO ALTO NOMAD TRANSIT, LLC
City Manager: Officer 1
APPROVED AS TO FORM: By:
Name:
City Attorney or designee Title:
Officer 2
By:
Name:
Title:
Attachments
EXHIBIT “C”: “COMPENSATION, AMENDMENT NO. 3”, AMENDED, REPLACES PREVIOUS.
EXHIBIT “C-1”: “SCHEDULE OF RATES, AMENDMENT NO. 3, AMENDED, REPLACES PREVIOUS
Docusign Envelope ID: F2E682D7-C646-49E6-9401-0A3E35243C92 Manager
Alex Laoie
Chief Legal Officer
Erin Abrams
EXHIBIT C
COMPENSATION, AMENDMENT NO. 3
(AMENDED, REPLACES PREVIOUS)
CITY agrees to compensate CONSULTANT for Services performed in accordance with the terms and conditions of this Agreement, and as set forth in the budget schedule below. Compensation shall be calculated based on the rate schedule attached as Exhibit C-1 up to the not to exceed budget amount for each task set forth below.
CITY’s Project Manager may approve in writing the transfer of budget amounts between any of the tasks or categories listed below, provided that the total compensation for the Services, including any specified reimbursable expenses, and the total compensation for Additional Services (if any, per Section 4 of the Agreement) do not exceed the amounts set forth in Section 4 of this Agreement.
CONSULTANT agrees to complete all Services, any specified reimbursable expenses, and Additional Services (if any, per Section 4), within this/these amount(s). Any work performed or expenses incurred for which payment would result in a total exceeding the maximum amount of compensation set forth in this Agreement shall be at no cost to the CITY.
BUDGET SCHEDULE
TASK NOT TO EXCEED AMOUNT
Task 1 (Upfront Costs) $92,500.00 + $13,500.00*
Task 2
(Vehicle Hours compensated at the rate specified in Exhibit C-1)
$2,503,050.00 + $1,186,500.00** +
$1,100,000.00***
Task 3
(Estimated Electricity Cost (To be Treated as a Pass-
Through))
$6,000.00
Sub-total for Services $3,801,550
Docusign Envelope ID: F2E682D7-C646-49E6-9401-0A3E35243C92 Reimbursable Expenses (if any) $0.00
Total for Services and Reimbursable Expenses $4,901,550 Additional Services (if any, per Section 4) $0.00
Maximum Total Compensation $4,901,550
Should Customer require additional WAV retrofits or vehicle wraps, CONSULTANT will bill CITY as incurred as a pass-through, so long as the amount stays within the not-to-exceed amount.
* The $13,500 is added by Amendment 2 for the cost of moving from hybrid vans to fully electric vans per TFCA requirements.
** The $1,186,500 is added by Amendment 2.
***The $1,100,000 is added by Amendment 3.
Note: Pricing assumes that the Services provided hereunder are tax exempt and assumes service hours of 8am-6pm M-F. Pricing assumes launch within 4 months of contract signing. Estimated Electricity Cost assumes 2 active EVs with 171 Wh/km efficiency and electricity cost at $0.23 / kWh. Electricity costs will be treated as a pass-through. In the event that the Services cease to be tax exempt, such taxes will be treated as pass-through and charged to the City.
REIMBURSABLE EXPENSES
CONSULTANT’S ordinary business expenses, such as administrative, overhead, administrative support time/overtime, information systems, software and hardware, photocopying, telecommunications (telephone, internet), in-house printing, insurance and other ordinary business expenses, are included within the scope of payment for Services and are not reimbursable expenses hereunder.
Reimbursable expenses, if any are specified as reimbursable under this section, will be reimbursed at actual cost. The expenses (by type, e.g. travel) for which CONSULTANT will be reimbursed are: NONE up to the not-to-exceed amount of: $0.00.
All requests for reimbursement of expenses, if any are specified as reimbursable under this section, shall be accompanied by appropriate backup documentation and information.
Docusign Envelope ID: F2E682D7-C646-49E6-9401-0A3E35243C92 EXHIBIT C-1
SCHEDULE OF RATES, AMENDMENT NO. 3
(AMENDED, REPLACES PREVIOUS)
CONSULTANT’s schedule of rates is as follows:
Cost per Driver Hour, Months 1-12: $88.65
Cost per Driver Hour, Months 18 and onward: $89.00
Note: Annual rate increase for Months 13-18 will be the greater of 5% (as shown) or the last 12 months U.S. all-items CPI. A Driver Hour is defined as each hour during which a driver is paid on the Via platform.
Docusign Envelope ID: F2E682D7-C646-49E6-9401-0A3E35243C92