Richmond City Council
September 12, 2023

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CITY OF RICHMOND

STANDARD CONTRACT
Department: Transportation Services Project Manager: Denée Evans Project Manager E-mail: Project Manager Phone No:
[email protected] (510) 621-1718
PR No: Vendor No: P.O./Contract No:

Description of Services:

Technology and technology-enabled integration services for On Demand Local Electric Shuttle The parties to this STANDARD CONTRACT do mutually agree and promise as follows:

1. Parties. The parties to this Contract are the City of Richmond (herein referred to as the "City") and thoma iranst ed Contractor:

Company Name:

Street Address: 10 Crosby Street, Floor 2
City, State, Zip Code: New York, NY 10013
Contact Person: Garrett Brinker
Telephone: (574) 286-4710 Email: [email protected] Business License No: / Expiration Date:

A California corporation, limited liability corporation • general partnership, limited partnership, individual, L non-profit corporation, individual aba as specity:
• other [specify:1 Delaware LLO
Term. The effective date of this Contract is October 1, 2021 and it terminates July 7, 2024 unless terminated as provided herein.

Payment Limit. City's total payments to Contractor under this Contract shall not exceed $ 1,000,000 . City shall not pay for services that exceed the Contract Payment Limit unless a contract amendment has been approved by the City Council or City Manager.

Contractor's Obligations. Contractor shall provide those services and carry out that work described in the Service Plan (Exhibit A) which is attached hereto and is incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

City's Obligations. City shall make to the Contractor those payments described in the Payment Provisions (Exhibit B) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 ,75F

6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C) which are attached hereto and are incorporated herein by reference.

General Conditions. This Contract is subject to the General Conditions (Exhibit D) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein.

8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any) which are attached hereto and are incorporated herein by reference, subject to all the terms and conditions contained or incorporated herein. (Note:
other than Public Works contracts, the City will agree to Special Conditions only in unusual circumstances.)

9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F) which are attached hereto and are incorporated herein by reference.

10. Signatures. These signatures attest the parties' Contract hereto:

CITY OF RICHMOND CONTRACTOR:
a municipal corporation Nomad Transit, LLC
—Docusigned by:

By: thomas t. Butt
(* The Corporation Chairperson of the Board,
President or Vice President should sign below)
-Docusigned by:

Title: Mayor 10/19/2021 By: Enin Abrams
-F89E0B6082764FA...

I hereby certify that this Contract Title: Manager
has been approved by City Council.

Date Signed: 10/712021
_ Docusigned by:

By: Pamela Cleristian
-DE430FF444 3400.

City Clerk
Approved as to form:

By:

Docusioned by:

By: Teresa Stricker Title:_
Date Signed:

NOTE: Pursuant to California Corporation
ode Section 313, if Contractor is a corporatio
LIST OF ATTACHMENTS:

Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
nsurance Provisions Exhibit F
tandard Contrac/EJ/TE 9-26-0

Docusign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 75F For the Contract between the City of
Rishraa 79a139t, LLO

EXHIBIT A

SERVICE PLAN
Contractor shall, to the satisfaction of the Transportation Department , perform the following services and be compensated as outlined below:

See the attached Transit-as-a-Service Order. Per the terms of the CMO Voucher program, Nomad Transit is to provide up to one year of program development assistance, up to two years of shuttle operations, and is renewable for the two additional years of service not funded by the Voucher program.

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 75F For the Contract between the City of
Rishmentarst, LLO

EXHIBIT B

PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES MANAGER;

1. Provided Contractor is not in default under this Contract, Contractor shall be compensated as provided below.

2. Any and all payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photo copying, meals and travel etc. Invoices, shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.

3. Contractor shall submit timely invoices to the following address:

Attention: City of Richmond, Finance Department - Accounts Payable Project Manager: Denée Evans Department: Transportation Services PO Box 4046
Richmond, CA 94804-0046

4. All invoices that are submitted by Contractor shall be subject to the approval of the City's Project Manager, Denee Evans before payments shall be authorized.

5. The City will pay invoice(s) within 45 days after completion of services to the City's satisfaction. The City shall not pay late fees or interest.

6. A Richmond business license shall be obtained before any payment under this Contract shall be authorized and the business license must be kept current during the term of this Contract for payments to continue to be authorized.

7. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract shall be executed by the City. The insurance coverage must be kept current during the term of this Contract for payments to continue to be authorized.

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 75F For the Contract between the City of

EXHIBIT C

AUTHORIZED REPRESENTATIVES AND NOTICES

1. Notices. All notices, demands, statements, or communications provided for by this Contract shall be in writing and may be delivered by deposit in the United States mail, postage prepaid. Notices to the City shall be addressed to the Department Head and (as delineated below in section 1.1) to the project manager responsible for the administration of or the supervision of the scope of work under this Contract. Notices to the Contractor shall be addressed to the party designated by Contractor (as delineated below in section 1.2). Notice shall be deemed delivered (a) upon personal delivery; (b) as of the fifth business day after mailing by United States certified mail, postage prepaid, addressed to the proper party; or (c) as of 12:00 p.m. on the second business day immediately after the day it is deposited with and accepted by Federal Express, or a similar overnight courier service, addressed to the proper party and marked for next business day morning delivery. For the purposes of this Contract, a "business day" means any day Monday through Friday that is not a holiday recognized by the federal government or the State of California.

1.1 CITY hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:

Denée Evans
City of Richmond
440 Civic Center Plaza, 2nd Floor
Richmond, CA 94804-0046

1.2 CONTRACTOR hereby designates as its Authorized Representative the Project Manager whose name and address are as follows:

Garrett Brinker
Nomad Transit, LLC
10 Crosby Street, Floor 2
New York, NY 10013

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EXHIBIT D

GENERAL CONDITIONS

1. Independent Contractor. Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, joint venturer or partner of the City, but rather an independent Contractor. This Contract shall not be construed to create an agency, servant, employee, partnership, or joint venture relationship. As an independent Contractor, Contractor shall have no authority to bind City to any obligation or to act as City's agent except as expressly provided herein. Due to the independent Contractor relationship created by this Contract, City shall not withhold state or federal income taxes, the reporting of which shall be Contractor's sole responsibility.

2. Brokers. Contractor acknowledges, represents and warrants that Contractor has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Contract.

3. City Property. The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.

4. Patents, Trademarks, Copyrights and Rights in Data. Contractor shall not publish or transfer any materials, discoveries, developments, concepts, designs, ideas, know how, improvements, inventions and/or original works of authorship resulting from activities supported by this Contract without the express prior written consent of the City Manager. If anything resulting from activities supported by this Contract is patentable, trademarkable, copyrightable or otherwise legally protectable, City reserves the exclusive right to seek such intellectual property rights. Notwithstanding the foregoing, Contractor may, after receiving City's prior written consent, seek patent, trademark, copyright or other intellectual property rights on anything resulting from activities supported by this Contract. However, City reserves, and Contractor irrevocably grants, a nonexclusive, fully paid-up, royalty-free, assumable, perpetual, worldwide license, with the right to transfer, sublicense, practice and exploit said license and the right to make, have made, copy, modify, make derivative works of, use, sell, General Conditions/EJ/TE 01-19-11 1 of 13

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 175F import, and otherwise distribute under all applicable intellectual properties without restriction of any kind said license.

Contractor further agrees to assist City, at City's expense, in every proper way to secure the City's rights in any patents, trademarks, copyrights or other intellectual property rights relating thereto, including the disclosure to City of all pertinent information and data with respect thereto. Contractor shall also assist City in the execution of all applications, specifications, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, maintain and transfer such rights, or if not transferable, to waive such rights. Contractor shall further assist City in the execution of all applications, specifications, oaths, assignments, recordations and all other instruments which City shall deem necessary in order to assign and convey to City, and any assigns and nominees the sole and exclusive right, title and interest in and to any patents, trademarks, copyrights or other intellectual property rights relating thereto. Contractor further agrees that its obligation to execute or cause to be executed, when it is in Contractor's power to do so, any such instruments or papers shall continue during and at all times after the end of Contractor's services and until the expiration of the last such intellectual property right. Contractor hereby irrevocably designates and appoints City, and its duly authorized officers, agents and servants, as its agent and attorney-in-fact, to act for and in its behalf and stead to execute and file any such applications and to do all other lawfully permitted acts to further the application for, prosecution, issuance, maintenance or transfer of letters of patents, copyright and other registrations. This power of attorney is coupled with an interest and shall not be affected by Contractor's subsequent incapacity.

5. Inspection. Contractor's performance, place of business and records pertaining to this Contract are subject to monitoring, inspection, review and audit by authorized representatives of the CITY, the State of California, and the United States Government.

If the project or services set forth in Exhibit A shall be performed on City or other public property, City shall have the right to inspect such work without notice. If such project or services shall not be performed on City or other public property, City shall have the right to inspect such work upon reasonable notice.

6. Services. The project or services set forth in Exhibit A shall be performed to the full satisfaction and approval of City. In the event that the project or services set forth in Exhibit A are also itemized by price, City, in its sole discretion, may, upon notice to Contractor, delete certain items or services set forth in Exhibit A, in which case there shall be a corresponding reduction in the amount of compensation paid to Contractor.

General Conditions/EJ/TE 01-19-11 2 of 13

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 175F Contractor shall, at its own cost and expense, furnish all facilities and equipment necessary for Contractor to complete the project or perform the services required herein, unless otherwise provided in Exhibit A.

7. Records. Contractor shall keep and make available for inspection and copying by authorized representatives of the City, the State of California, and the United States Government, the Contractor's regular business records and such additional records pertaining to this Contract as may be required by the City.

Contractor shall retain all documents pertaining to this Contract for a period of five (5) years after this Contract's termination (or for any further period that is required by law) and until all Federal or State audits are complete and exceptions resolved for this contract's funding period. Upon request, CONTRACTOR shall make these records available to authorized representatives of the CITY, the State of California, and the United States Government.

Contractor shall keep full and detailed accounts, maintain records, and exercise such controls as may be necessary for proper financial management under this Contract. The Contractor's accounting and control systems shall be satisfactory to City. Contractor's accounting systems shall conform to generally accepted accounting principles and all records shall provide a breakdown of total costs charged under this Contract, including properly executed payrolls, time records, utility bills, invoices and vouchers. The City shall be afforded prompt access to Contractor's records, books, and Contractor shall preserve such project records for a period of at least five (5 years after the termination of this Contract, or for such longer period as may be required by law.

Contractor shall permit City and its authorized representatives and accountants to inspect, examine and copy Contractor's books, records, accounts, correspondence, instructions, drawings, receipts, subcontracts, purchase orders, vouchers, memoranda and other data relating to the project or services set forth in Exhibit A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, invoices, or bills submitted by Contractor pursuant to this Contract and shall provide such assistance as may be reasonably required in the course of such inspection. Contractor shall also allow City access to the record keeping and accounting personnel of Contractor.

City further reserves the right to examine and re-examine said books, records, accounts, and data during the five (5 year period following the termination of this Contract; and Contractor shall in no event dispose of, destroy, alter, or mutilate said books, records, accounts, and data in any manner whatever for five (5 years after the termination of this Contract.

General Conditions/EJ/TE 01-19-11 3 of 13

Docusign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 :75F Pursuant to California Government Code § 10527, the parties to this Contract shall be subject to the examination and audit of representatives of the Auditor General of the State of California for a period of three (3) years after final payment under this Contract. The examination and audit shall be confined to those matters connected with the performance of this Contract including, but not limited to, the cost of administering this Contract.

8. Changes and Extra Work. All changes and/or extra work under this Contract shall be performed and paid for in accordance with the following:

Only the City Council or the City Manager may authorize extra and/or changed work. Contractor expressly recognizes that other City personnel are without authorization to either order extra and/or changed work or waive contract requirements. Failure of Contractor to secure the authorization for such extra and/or changed work shall constitute a waiver of any and all right to adjustment in contract price due to such unauthorized work and Contractor thereafter shall be entitled to no compensation whatsoever for performance of such extra and/or changed work.

If Contractor is of the opinion that any work which Contractor has been directed to perform is beyond the scope of this Contract and constitutes extra work, Contractor shall promptly notify City of the fact. The City shall make a determination as to whether or not such work is, in fact, beyond the scope of this Contract and constitutes extra work. In the event that City determines that such work does constitute extra work, City shall provide extra compensation to Contractor on a fair and equitable basis. A change order or Contract Amendment providing for such compensation for extra work shall be negotiated between City and Contractor and executed by Contractor and the appropriate City official.

In the event City determines that such work does not constitute extra work, Contractor shall not be paid extra compensation above that provided herein and if such determination is made by City staff, said determination may be appealed to the City Council; provided, however, a written appeal must be submitted to the City Manager within five (5) days after the staff's determination is sent to Contractor. Said written appeal shall include a description of each and every ground upon which Contractor challenges the staff's determination.

9. Additional Assistance. If this Contract requires Contractor to prepare plans and specifications, Contractor shall provide assistance as necessary to resolve any questions regarding such plans and specifications that may arise during the period of advertising for bids, and Contractor shall issue General Conditlons/EJ/TE 01-19-11 4 of 13

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 ,75F any necessary addenda to the plans and specifications as requested. In the event Contractor is of the opinion that City's requests for addenda and assistance is outside the scope of normal services, the parties shall proceed in accordance with the changes and extra work provisions of Section 8 of these General Conditions.

10. Professional Ability. Contractor acknowledges, represents and warrants that Contractor and its employees are skilled and able to competently provide the services hereunder, and possess all protessional licenses, certitications, and approvals necessary to engage in their occupations.

City has relied upon the professional ability and training of Contractor as a material inducement to enter into this Contract. Contractor shall perform in accordance with generally accepted professional practices and standards of Contractor's profession. In the event that City, in its sole discretion, desires the removal of any person employed or retained by Contractor to perform services hereunder, such person shall be removed immediately upon receiving notice from City.

11. Business License. Contractor shall obtain a Richmond Business License before performing any services required under this Contract. The failure to so obtain such license shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.

12. Termination Without Default. Notwithstanding any provision herein to the contrary, City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder, immediately upon written notice to Contractor. Contractor may terminate this Contract at any time in its sole and absolute discretion and without cause upon 30 days' written notice to City. In the event of termination by either party, Contractor shall be compensated for: (1) all authorized work satisfactorily performed prior to the effective date of termination; (2) necessary materials or services of others ordered by Contractor for this Contract, prior to receipt of notice of termination, irrespective of whether such materials or services of others have actually been delivered, provided that Contractor is not able to cancel such orders. Compensation for Contractor in such event shall be determined by City in accordance with the percentage of the project or services completed by Contractor; and all of Contractor's finished or unfinished work product through the time of the City's last payment shall be transferred and assigned to City. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

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13. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Section 12 of these General Conditions; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained • by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.

14. Conflict of Interest. Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.

15. Indemnification.
(a) If this Contract is a contract for design professional services subject to California Civil Code Section 2782.8(a) and Contractor is a design professional, as defined in California Civil Code Section 2782.8(b)(2), Contractor shall hold harmless, defend and indemnify the City, its officers, agents, employees, and volunteers from and against any and all claims, damages, losses, and expenses including attorneys' fees arising out of, or pertaining to, or relating to the negligence, recklessness, or willful misconduct of the Contractor, except where caused by the active negligence, sole negligence, or willful misconduct of the City. To the fullest extent permitted by law, Contractor shall immediately defend and indemnify the City and its officers, agents, employees, and volunteers from and against any and all liabilities, regardless of nature or type, that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Contractor, or its employees, agents, or subcontractors.

Liabilities subject to the duties to defend and indemnify include, without limitation, any and all claims, losses, damages, penalties, fines, and judgments; associated investigation and administrative expenses; defense costs, including but not limited to reasonable attorneys' fees; court costs; and costs of alternative dispute resolution. Contractor's obligation to General Conditions/EJ/TE 01-19-11 6 of 13

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 75F indemnify applies unless it is finally adjudicated that the liability was caused by the sole active negligence or sole willful misconduct of an indemnified party.
(b) If this Contract is not a contract for design professional services subject to California Civil Code Section 2782.8(a) or Contractor is not a design professional as defined in California Civil Code Section 2782.8(b)(2), Contractor shall indemnify, defend, and hold harmless the City, its officers, agents, employees and volunteers from any and all claims, suits, or actions of every name, kind and description, brought forth on account of injuries to or death of any person or damage to property arising from or connected with the willful misconduct, negligent acts, errors or omissions, ultra-hazardous activities, activities giving rise to strict liability, or defects in design by Contractor or any person directly or indirectly employed by, or acting as, the agent for Contractor in the performance of this Contract, including the concurrent or successive passive negligence of the City, its officers, agents, employees or volunteers.
(c) It is understood that the duty of Contractor to indemnify and hold harmless includes the duty to defend as set forth in Section 2778 of the California Civil Code. Contractor shall be obligated to defend, in all legal, equitable, administrative, or special proceedings, with counsel approved by the City, the City and its officers, agents, employees, and volunteers, immediately upon tender to Contractor of the claim in any form or at any stage of an action or proceeding, whether or not liability is established. An allegation or determination that persons other than Contractor are responsible for the claim does not relieve Contractor from its separate and distinct obligation to defend under this Section 15. The obligation to defend extends through final judgment, including exhaustion of any appeals. The defense obligation includes an obligation to provide independent counsel if Contractor asserts that liability is caused in whole, or in part, by the negligence or willful misconduct of an indemnified party. (d) The review, acceptance or approval of the Contractor's work or work product by any indemnified party shall not affect, relieve or reduce the Contractor's indemnification or defense obligations. This Section 15 survives completion of the services or the termination of this Contract.

The provisions of this Section 15 are not limited by, and do not affect, the provisions of this Contract relating to insurance.
(e) Acceptance of insurance certificates and endorsements required under this Contract does not relieve Contractor from liability under this Section

15. This Section 15 shall apply whether or not such insurance policies are determined to be applicable to any such damages or claims for damages.

16. Safety. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor shall perform all work hereunder in full compliance with applicable local, state and federal safety requirements including but not limited to Occupational Safety and Health Administration requirements, and shall assume sole and complete General Conditions/EJ/TE 01-19-11 7 of 13

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 75F responsibility for the safety of Contractor's employees and any subContractor's employees. If a death, serious personal injury or substantial property damage occurs in connection with the performance of this Contract, Contractor shall immediately notify the City by telephone.

17. Insurance. Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.

18. Non-Liability of Officials and Employees of the City. No official or employee of the City shall be personally liable for any default or liability under this Contract.

19. Compliance with Laws. Contractor shall comply with all federal, state and local laws, statutes, ordinances, rules and regulations, and the orders and decrees of any courts or administrative bodies or tribunals, with respect to this Contract, including without limitation environmental laws, employment discrimination laws and prevailing wage laws. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50, 2.52, 2.56, and 2.60, if applicable.

Contractor acknowledges that under § 2.60.070 of the Municipal Code ('Living Wage Ordinance"), Contractor shall promptly provide to City documents and information verifying its compliance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance.

Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or subcontractor under a contract or subcontract with the City for public work or for goods or for services to refrain from discriminatory employment or subcontracting practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential subcontractor.

Contractor acknowledges that the City's Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City's website at
http://www.ci.richmond.ca.us/workplacepolicies. Contractor agrees to abide by the terms and conditions of said policies.

20. Limitations upon Subcontracting and Assignment. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated General Conditions/EJ/TE 01-19-11 8 of 13

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 ,75F under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.

Contractor acknowledges that the services which Contractor shall provide under this Contract are unique, personal services which, except as otherwise provided herein, Contractor shall not assign or sublet to any other party without the prior written approval of City, which approval may be withheld in City's sole and absolute discretion. In the event that City, in writing, approves any assignment or subletting of this Contract or the retention of subcontractors by Contractor, Contractor shall provide to City upon request copies of each and every subcontract contract prior to the execution thereof by Contractor and subcontractor. Any assignment by Contractor of any or all of its rights under this Contract without first obtaining City's prior written consent shall be a default under this Contract.

The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint-venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.

21. Integration. This Contract constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes any previous oral or written agreement; provided, however, that correspondence or documents exchanged between Contractor and City may be used to assist in the interpretation of the Exhibits to this Contract.

22. Modifications and Amendments. This Contract may be modified or amended only by a change order or Contract Amendment executed by both parties and approved as to form by the City Attorney.

23. Conflicting Provisions. In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.

24. Non-exclusivity. Notwithstanding any provision herein to the contrary, the services provided by Contractor hereunder shall be non-exclusive, and General Conditions/EJ/TE 01-19-11 9 of 13

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 ,75F City reserves the right to employ other Contractors in connection with the project.

25. Exhibits. All Exhibits hereto are made a part hereof and incorporated herein by reference; provided, however, that any language in Exhibit A which does not pertain to the project description, proposal, scope of services, or method of compensation (as applicable), or any corresponding responsibilities of City, shall be deemed extraneous to, ano not a part of, this Contract.

26. Force Majeure. Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.

27. Time of the Essence. Time is of the essence of this Contract. Contractor and City agree that any time period set forth in Exhibit A represents their best estimates with respect to completion dates and both Contractor and City acknowledge that departures from the schedule may occur.

Therefore, both Contractor and City will use reasonable efforts to notify one another of changes to the schedule. Contractor shall not be responsible for performance delays caused by others, or delays beyond Contractor's control, and such delays shall extend the times for performance of Contractor's work.

28. Confidentiality. Contractor agrees to comply with, and to require its employees, agents and partners to comply with, all applicable State or Federal statutes or regulations respecting confidentially, including but not limited to, the identity of persons served under this Contract, their records, or services provided them, and assures that:

All applications and records concerning any individual made or kept by Contractor or any public officer or agency in connection with the administration of or relating to services provided under this Contract will be confidential, and will not be open to examination for any purposes not directly connected with the administration of such service.

No person will publish or disclose or permit or cause to be published or disclosed, any list of persons receiving services, except as may be required in the administration of such service.

General Conditions/EJ/TE 01-19-11 10 of 13

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 175F

29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third parties. For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third parties."

30. Governing Law. This Contract shall be construed in accordance with the law of the State of California without regard to principles of conflicts of law.

This Contract is made in Contra Costa County, California, and any action relating to this Contract shall be instituted and prosecuted in the courts of Contra Costa County, California.

31. Nonrenewal. Contractor understands and agrees that there is no representation, implication, or understanding that the services provided by Contractor under this Contract will be purchased or renewed by the City under a new contract following expiration or termination of this Contract, and waives all rights or claims to notice or hearing respecting any failure by City to continue the purchase of all or any failure to continue purchase of all or any such services from Contractor.

32. Claims. Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.

33. Interpretation. This Contract shall be interpreted as if drafted by both parties.

34. Warranty. In the event that any product shall be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purposes). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.

35. Severability. In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view General Conditions/EJ/TE 01-19-11 11 of 13

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 75F toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.

36. Authority. City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that he or she is duly authorized to enter into and execute this Contract on behalf of Contractor, and shall be personally liable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.

37. Waiver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach.

Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor's performance, or payments therefore, or any combination of these acts, shall not relieve the Contractor's obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.

38. Possessory Interest. If this Contract results in the Contractor having possession of, claim to or right to the possession of land or improvements, but does not vest ownership of the land or improvements in the same person, or if this Contract results in the placement of taxable improvements on tax exempt land (Revenue and Taxation Code 107), such interest or improvements may represent a possessory interest subject to property tax, and Contractor may be subject to the payment of property taxes levied on such interest.

39. Performance and Final Acceptance.

Contractor represents that it is experienced, qualified, registered, licensed, equipped, organized and financed to perform the services under this Contract.

Contractor shall perform the services under this Contract with that degree of skill and judgment normally exercised by professional firms performing services of a similar nature in the State of California, and shall be responsible for the professional quality, technical accuracy and coordination of the services it performs under this Contract. In addition to the other rights and remedies which City may have, Contractor shall, at its own expense, correct any services which fail to meet the above standard.

General Conditions/EJ/TE 01-19-11 12 of 13

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 75F City shall provide Contractor an opportunity to cure errors and omission which may be disclosed during the review of submittals, with no increase in the authorized Contract Payment Limit. Should Contractor fail to make necessary corrections in a timely manner, such corrections shall be made by the City and the cost thereof shall be charged to Contractor.

If warranted, City shall determine, and Contractor may request such determination, that Contractor has satisfactorily completed performance of this Contract. Upon such determination, City shall issue to Contractor a written Notice of Final Acceptance, after which Contractor shall not incur further costs under this Contract. Contractor shall respond to such Notice of Final Acceptance by executing and submitting to City a Release and Certificate of Final Payment.

40. Survival. The rights and obligations of the parties which by their nature survive termination or completion of the services covered by this Contract shall remain in full force and effect after termination or completion.

General Conditions/EJ/TE 01-19-11 13 of 13

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 175F For the Contract between the City
of Rishaentatist, LLO

EXHIBIT E

SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable):

See attached Master Terms and Conditions for Via Transit as a Service.

Please see the following page for Via's comments on Richmond's standard contract.

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 ,75F To align with what we are actually providing and protect our intellectual property rights, please update Section 3 as set forth below and delete section 4? The rights to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for ex obtained pursuant to this Contract, which, upon request, are to be delivered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 15 below, indemnify, defend and hold harmless City from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data. For the avoidance of doubt, no exchange of or license to intellectual property rights is contemplated hereunder. For the avoidance of doubt, all intellectual property rights in and to the Via Solution and all of their derivative works and improvements are owned by, and are proprietary to Contractor. No right, title or interest in or to the Via Solution or any portion thereof is or shall be granted or transferred to City under this Agreement, whether by license or otherwise: and City acknowledges and agrees that it shall have no right to use. reproduce, distribute, sublicense, modify or otherwise provide to third parties, the Via Solution, in whole or in part.

Given the amount of upfront work required to provide the services, please remove the right of termination without cause.

The conflicting provisions should be clear - below is the proposed revision:

In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Conditions as set forth in Exhibit E shall prevail over these General Conditions. In the event of a-confliet between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over these prepared by the Centrater, and the terms-and conditions preferred by the City shall prevait ever those preferred by the Contractor
As a venture capital backed firm, we can't agree to change of control restrictions. Please delete the last paragraph of section 20.

Strike the indemnification provision and simply have the indemnification provision in our agreement prevail.

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 75F

MASTER TERMS AND CONDITIONS FOR VIA TRANSIT AS A

SERVICE
THESE MASTER TERMS AND CONDITIONS FOR VIA TRANSIT AS A SERVICE (these "Terms and Conditions" or this "Agreement") are entered into as of the effective dale designated on the signature page hereto (the "Effective Date") between NoMad Transit LLC, a Delaware limited lability company with its principal office located at 160 Varck Street, 4" Floor, New York, NY 10013 ("Service Provider"), and The City of Richmond a government entily located at 440 Civlc Center Plaza, Richmond, CA 94804 ("Customer"). Defined terms have the meaning given to them in Section 14 or in the Section in which

1. BACKGROUND AND PURPOSE.
:

Via Background. Via Transportation, Inc. ("Via"), the parent company of Service Provider, is the to provide customers with technology and technology enabled integration services, acting as a broker coordinating the services of third parly service providers lo effectuate public or private transportation networks (collectively, the "Services").

Purpose; Ordering. The purpose of these Terms and Conditions is to provide a framework under which Service Provider will provide to Customer the Services, These Terms and Condillons shall govern the provision of Services by Service Provider to Customer as described in the service order attached hereto and any other service order signed by Service Provider and Customer (each, an "Order").

2. THE SERVICES.

2.1 The Services.

The Services. Pursuant to one or more Orders, the parties intend that Service Provider shall provide the Services described in such Order. In some cases, Services will require a more comprehensive description than that contained In the applicable Order: If that is the case, the partles will enter Into a mutually agreed statement of work and attach It to the applicable Order (each, a "Statement of Work" or "SOW"). Each Order or SOW, as needed, will set forth the particulars of the Services for each city or localily In which Customer Intends to operate the Via Solution in connection with the Service, as specifled in the Order.

Additional Services. From time-to-lime Customer may desire to engage Service Provider to perform additional services, such as development of product features and/or services directly related to the Via Solution which fall outside the scope of the Services, In such cases, the parles will negotiate toward potential execution of such SOWs as are jointly determined to be appropriate. All such services described in this Section 2.1(b) are referred to collectively as, the "Additional Services". The Parties shall agree upon a blended hourly rate for Service Provider to bill Customer for performing such Additional Services under the relevant SOW. Service Provider shall consider proposals for such Additional Services in good faith but is under no obligation to perform the Additional Services if an SOW cannot be agreed upon with General Terms. All references to Orders include ther SOWs. Service Provider shall provide the Services to the Customer in accordance with the relovant Order beginning on the Effective Date and continuing throughout the Term, In accordance with the terms of this Agreement. The Services to be delivered to the Customer are set forth In the relevant Order as may be amended through wrillen agreement between Service Provider and the Customer from time to time during the Term. All Services to be performed by Service Provider shall be in accordance with the applicable Order executed by Service Provider and the Customer and Service Provider's obligations under Section 9.1 (Regulatory Compliance). Service Provider's provision of the Services requires such reasonable and timely cooperation as Service Provider may require of the Customer, including access to the Customer's information, personnel, and/or systems, and Service Provider shall not be responsible for any fallures or delays caused by the Customer's failure to so cooperate or any inaccurate information provided by or on behalf of the Customer. Unless an Order has different acceptance terms, Customer will accept the Services and any resulting deliverables upon ф4y840P1210
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 75F Term; Duration of Right to Place Orders. The Customer's right to enter into Orders under these Terms and Conditions commences on the Effective Date and continues, unless earlier terminated pursuant to this Section 5, for so long as at least one Order remains continuously in effect (the "Term").

5.2 Termination,
If an obligation under this Agreement or an Order Is materially breached, the non-breaching party may provide written notice specifying the nature of the breach and the breaching parly will have thirly (30) days from recept of notice to cure. If nol so cured, the non-breaching party may terminate the applicable Order or Orders affected by the breach by providing a second wrillen notice of immediate termination. In addition, all Orders, including all Services under them, shall terminate automatically and Immediately upon elther party's insolvency or any attempt by elther parly to oblain protection from creditors or wind down operations, unless otherwise agreed by the opposing parly in a writen notice, if an Order is terminated by either party or expires pursuant to its terms, then Customer must pay any outstanding amounts due to Service Provider, and all coples and embodiments of Service Provider's Confidentlal Information (Including the Via Solution) must be returned. Unless an Agreement is terminated by Customer under this Section 5 as a result of Service Provider's uncured materlal breach, no expiration or termination of this Agreement will affect Customer's obligation to pay for Service Provider's nol-cancelable obligations to third parties on behalf of or benefitting Customer,, all of which will remain due and payable by Customer in accordance with the terms of the applicable Order. The notification by either parly of Its intent-to terminate this Agreement and/or any Orders does not relieve either party of any obligations that have accrued on or before the date on which termination becomes effective.

6. CONFIDENTIALITY AND DATA SECURITY

6.1 Confldentiality.
(a) Non-Disclosure Obligations, Confidential Information may be provided or disclosed by one party (the "Disclosing Party") orally, in writing or in graphical, machine-readable or other form to the other parly (the "Receiving Party"). The Receiving Parly shall hold the Confidential Information in confidence and shall not make any use or disclosure of the Confidential Information to any individual or entity during the Term and thereafter without the express written consent of the Disclosing Party in each instance, except to the extent that those of the Recelving Parly's employees, service providers, legal and financial advisors, and Individual independent contractors who are bound to substantially similar obligations of confidentiallty as set forth herein and have a need to know the Confidentlal Information so disclosed.

The Receiving Parly shall handle all Confidential Information recelved with the same degree of care as it uses to maintain the confidentialily of Its own confidential Information, which shall in no event be less than reasonable care. As between the partles, all Confidential Information shall remain the sole and exclusive property of the Disclosing Party and other than the licenses expressly granted in this Agreement or another agreement belween the parties, no disclosure or permitted use of the Confidential Information under this Agreement shall be construed as the grant of any right, title or interest, by license or otherwise, in or to the Confidential Information. The remedy at law for breach or threatened breach of this Section 6.1 shall be Inadequate, and in addition lo any other remedy avallable, the non-breaching party shall be entitled to seek Injunctive rellef, In the event that Customer receives a request for Service Provider's Confidential Information, including this Agreement and the terms and conditions contained herein, under the Freedom of Information Act ("FOIA") or any similar law, Customer agrees to provide Service Provider timely notice of such a request and to assist Service Provider in seeking to protect Its Confidential Information under any applicable exemption for trade secrets, to the extent possible under Applicable Law.

Exclusions. The Receiving Parly shall have no obligation under Section 6.1 wlth respect to any Confidential Information disclosed to it which: (I) the Receiving Parly can demonstrate was alreacy known to It at the time of its recept hereunder; (i) is or becomes generally avallable to the public other than by means of breach of these Terms and Conditions or any other agreement any party may have with the Disclosing Party; (Il) is independently obtained from a third parly (other than any authorized reciplent) whose disclosure to the Receiving Parly does not violate a duty of confidentiality and does not require further restrictions on such disclosure; or (iv) is independently developed by or on behalf of the Receiving Parly without use of, reference to or rellance on any Confidentlal Information of the Disclosing Party, and such Independent development can be reasonably evidenced by the Receiving Parly. In addition, the Receiving Party may make disclosure of Confidential Information in a judicial, legislative, or administrative investigation or proceeding or to a government or other regulatory agency; provided that, to the extent permitted by, and practicable under, the circumstances, the Receiving Parly shall provide to Disclosing сagnı84fa@f31210
Docusign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 ,75F The limitations and exclusions in this Section 8.3 apply to all claims or causes of action under whalevor theory brought and regardless of whether a parly was advised of the possibility of the claim.

8.4 Insurance. Service Provider shall obtain and maintan during the Term, with financially sound and reputable Insurers having A.M. Best ratings of at least B (IlI) or better, policies of insurance customary for the delivery of lechnology and services similar to the Services including commercial general liabilily, auto labllity and professional labilily. All such Insurance shall be primary and not contributing with any insuranco coverage maintained by Customer, Customer will receive advance written notice in the event of a cancellation or material change In any Service Provider insurance policy hereunder. Where permissible, (e.g., policles other than professional liability), Service Provider will name Customer as an additional insured.

9. REGULATORY COMPLIANCE.

Service Providor's Obligations. Service Provider shall at all times carry out and provide the Services in compliance with all Applicable Laws. For any change in the Services required by a change in Applicable Laws, Service Provider shall mitigate the adverse effects of such change including minimization of Increase in costs of the Services arising therefrom. Without prejudice to the rest of this Section 9, Service Provider shall use commercially reasonable efforts to minimise any disruption caused by any changes in Applicable Laws Introduced pursuant to this Section 9. The Customer acknowledges and agrees that the Services hereunder do not include, and neither parly inlends that they be construed as inclucling, any legal, financial, tax or compliance advisory services with respect to the Transportation Laws.

9.2 Customer's Obligations. The Customer shall comply with all Applicable Laws, Customer shall monitor and identify changes in Applicable Laws (in any jurisdictions in which Service Provider provides the Serviceson Customer's behalf) which would impact the use of the Services by the enc-users and: (a) make such modifications to its internal processes and operations as it deems necessary to remain compliant with such change in Applicable Laws; and (b) promptly notfy Service Provider thereof so that the Customer Manager and Service Provider Manager may discuss any changes to the Services required for on-going compllance.

Export Laws. The parties do not Intend to import or export products to one another or any third party under any Agreement. Neither party shall export or re-export the Via Solution to countries subject to U.S. government embargo (as designated by the Office of Foreign Asset Control of the Treasury Department) and persons listed on the prohibited persons list maintained by the Bureau of Industry and Security of the Deparment of Commerce.

9.4 Anti-Bribery Laws. The Partles shall comply with all applicable anti-bribery Applicable Laws in connection with their respective performance under this Agreement.

Consents: Pormits. Service Provider shall obtaln all governmental registrations, Icenses, permits, approvals and cerlifications required by Applicable Laws for the performance of the Services hereunder and shall pay all governmental fees associated therewith. Customer shall obtain all governmental registrations, licenses, permits, approvals and certifications required by Applicable Laws in connection with this Agreement (including each Order), as necessary to operate the transport network, and shall pay all governmental fees associated therewith. Customer also shall obtain from its third party vendors, licensors, supply-chain partners, clients, customers, distributors or similar partles, any authorization or consent necessary for Service Provider to access or ulllize the goods, services (including software or other proprietary materials), property or facilltles of such parties If necessary for Service Provider's performance of the Services.

10. ASSIGNMENT.

Customer may not assign or transfer these Terms and Conditions and/or any Order unless Customer makes a request in writing in advance and Service Provider consents in writing. Service Provider may require Customer and the proposed assignee/transferee to agree to ackitional terms or pay additional fees. Any change of control of Customer shall be deemed to constitute a prohibited assignment for the purposes hereof.

11. DISPUTE RESOLUTION: GOVERNING LAW.
cmage1842øfök210
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 75F

14. DEFINITIONS
"AAA" is defined in Section 11. trado marks, service marks, trade and business namas, logos and trademaik rights, as well as all proprielaly righis (including trade "Adelitlonal Servicos" is defined In Socilon 2.1(b). secrets), Know Hoy, and morol rights (including the rights of authorship and albution and subsequant moxlification), all rights "Affillato" means, with rospect to any spocified onlily, ony or forms of protection having an equivalent or similar nature onlily that directly or Indirecily, through one or more anywhere in the world, whether enforceablo, registered Intermedlarles, controls, is controlled by, or is under common unrogistered or registrable (including, where applicable, all control with, the enlity specified. applicalions for registralion) and whether or not evidenced by certificales, applicallons or registrations herefor, and whether "Agreement" Is defined in the preamble. granted provisionally or permanently, or upon fellal issuanco or upon relssuo, re-oxaminalion, divistan, exlension, in continuation, "Applicable Law" means (I) any statule, slatutory instrument or in connuation-in-part, and al all times further including all or any other legislalive instrument having the force of law; and goodwill assoclated with all such rights. (i) any applicable judgment of a relevant court of law which is a binding precedent, In each case In force at any time daring "Know How" means all unpatented, secret, substantial and the Term. Identified know how, oxpertise, technical, operallonal or other information including all rolated ideas, concepts, methods, "Confidential Information" means Information, data or Invantions, discoveries, cala, formulae, processos, methods, materials in elther tangible or intangible form that aro trade tachniques and spacifications. secrels of, or proprielary and conlidential to the Disclosing Parly or its cients or business partners, Including as may be "Losses" means all losses, damages, liabilities, deficiencles, so designated by statulo, regulation or common law Including clalms, actlons, Judgments, selflements, Interesl, awards, by the form of the Uniform Trade Secrols Act and privacy laws penalties, fines, costs or expenses of whatever kind, Including adopted under applicable law, or which are marked as roasonable allornoys' fees and the cost of enforcing any right "Confidentlal" or which, by their nature and the context of their to Indemnificallon hereunder and the cost of pursuing any disclosure, should reasonably be known to be confidential. Insurance providers. "Control" means, with respect to any entlly, the possession, "Marks" means any word, name, symbol, logo, font, or dovico directly or Indirecily, of the power to direct or cause the or any combination thereof, tsed lo identify and distinguish direction of the management and policies of such entily, goods or services from another source, including trademarks whether through the ownership of voling securilles (or other (both regislored and unregistered), domain names and trade ownership Interest), by contract or otherwise. dress.
"Customer Incident" is defined in Soction 8.2. "Ordor" is defined in Seclion 1.2. "Disclosing Party" Is delined in Section 6.1(a). "Ridors" moans actual or prospective riders of the Customar's transportation nelwork.
"Export Laws" means the Export Administratlon Regulations, 16 C.F.R. §5730-774, the Intornattonal Traffic In Arms "Rider Data" means all data that Is Input by or on behalf of Regulalions, 22 C.F.R. Parts 120-130, and sanciions Riders into the Via Solution. Porlons of the Rider Dala may programs Implemented by the Office of Foroign Assels Include personally kientifiable informalion.

Control of the U,S, Department of the Treasury and all similar laws or regulations In each applicable Jurisdiction and any "Rocalving Party" Is defined In Section 6.1(a). amendments or replacements therefor.
"Services" Is delined In Section 1.1.
"Foes" is defined in Section 4.
"Term" is defined In Section 5.1.

IPR" or Intellectual Property Rights (IPR') means rights in and i relation to Confidential Information, all right, lile and interest In en 22222
supplementary palent ceilificates, Invenlor's corticales, continuer "Via Solution" is clafined in Section 1.1. proseculion applications, rolssues, continuations, continuallons-in In relallon to Inventions (whether or not patonlable), domain names, SIGNATURES OF THE PARTIES APPEAR ON THE IMMEDIATELY FOLLOWING PAGE. 098019A3:96 $210
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 ‚75F сбageı@44=0f11210
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 ,75F For the Contract between the City of

EXHIBIT F

INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance policies meeting the insurance requirements specified in the insurance provisions which are attached hereto and incorporated herein by this reference.

Any deductible or self-insured retention in excess of $100,000 must be declared to and approved by the City. Contractor is responsible for satisfaction of the deductible and/or self -insured retention for each loss.

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 175F - Exhibit F
_ Section 8
City of Richmond - Insurance Requirements - Type G:

Transportation Providers
In all instances where a CONTRACTOR or Its representalives will be conducting business and/or providing services, the City requires the following MINIMUM Insurance requtrements and limits.

CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, Insurance agalnst clalms for Injuries to persons or damages to property which may arise from or in connection City as a matorial breach of contract,
CONTRACTOR agrees that In the event of loss due to any of the perils for which It has agreed to provide Commercial Genoral Liability and Automoblle Liabillty Insurance, CONTRACTOR shall look solely to Its Insurance for recovery.

CONTRACIOR hereby grants to CITY, on behalf of any Insurer providing Commercial General fabllity and Automobile Lability Insurance to elther CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a walver of any right to subrogation which any such insurer of sald CONTRACTOR may acqure against the CITY by virtue of the payment of any loss under such Insurance.

Original, signed certificates and original, separate pollcy endorsements, naming the City as an adlitional Insured for general and automoblle lability, as well as a walver of subrogation for Workers' Compensation insurance, shall be recelved and approved by the City before any work may begin. However, fallure to do so shall not operate as a waiver of these Insurance requirements.

City reserves the right to modtry or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.

Minimum coverage is detalled below. The policy limits of coverage shall be made avallable to the full limits of the pollcy.

The minimum lirits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.

Minimum Scope of Insurance - the following forms shall be provided and coverage shall be at least as broad as the following:

1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001) Including coverage for bodlly and personal injury, property damage, and products and completed operatlons.

2. Insurance Services Office Automoblle Liabllly coverage (ISO Form CA 0001, Code 1, Any Auto)

3. Original and Separate Additional Insured Endorsements for General Liability (ISO Form CG 20 10 11/85 or Its equivalent) with primary and non-contributory language.

1. Workers' Compensation Insurance as regured by the State of Calfornia Including Employer's Liability coverage.

5. Original and Separate Waiver of Subrogation for Workers' Compensation Insurance.

Minimum Limits
Required Coverage
Statutory limits as required by the State of California Including $1 million Employers Lans on and Employers' Lablity per accident, per employee for bodily Injury or disease.

Insure signed by i alri, Date of dust relations and sett- If contractor Is a sole proprletor (has ho employees) than contractor must sign "Contractor Release of Liabllity" found at:
http://www.cl.//chmond.ca.us/index.ospx?nid=Gx
Typo 6 - Page 1 of 3
Revised: September 2011 Page 846 of 1210
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 175F _. Exhibit F
Section 8
City of Richmond - Insurance Requirements - Type 6:

Transportation Providers
:

General Liablity
(primary and excess limits
combined)
Policy shall be endorsed to name the City of Richmond as an additiona nsured per the conditions detalled belov
Automoblle Liabllity $5,000,000 per occurrence for bodily Infury and property damage.

Posture shall be endorsed to name the Cly of Richmond as an adlitanal Required Policy Conditions
A. M. Best Rating A:VIl or Better, If the A.M. Best Rating falls below the regured rating, CONTRACTOR must replace coverage Immediately and provide notice to Clty.

Additional Insured Endorsement Appllcable to General and Auto Liabllity Coverage.

The City of Richmond, Its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured, including but not limited to bodily Injury, deaths and property damage or destructlon arlsing Ir any respect directly or indirectly In the performance of this contract.

For general lability coverage, YSO form CG 20 10 (11/85) or Its aquivalent is required. The endorsement must not exclude products and comploted operations coverage. If It does, then CG 20 37 (10/01) is also required. SAMPLE Endorsements can be found at http://www.cirichmond.ca.us/Index.pspx?nld=61
Primary and Noncontributory The contractor's Insurance coverage must be primary coverage as it pertain:
to the City, Its officers, officials, employees, agents and volunteers. Any Inse ratance of the cone tar and ed ly the rely swisparate from le responsibility to provide insurance
Walver of Subrogation ontractor's insurer will provide a Waiver of Subrogation In favor of the Cl r Workers Compensation coverage during the Ilfe of this contrac Endorsement Form SAMPLE: Endorsements can be found at
http://www.ci.richmond.ca.us/Index.aspx?nidsG1.

Deductibles and Self-Insured
Retentions
BATTE
Contractor Is responsible for satisfaction of the deductible and/or self-Insured retention for each loss
Umbrella/Excess Liabllity Policies
If an Umbrella or Excess Liability Policy is used to meet the lability limits, coverage shall be as broad as specified for underlying coverages and cover those Insured in the underlying policies.

Type 6 - Page 2 of 3
Revised: September 2011 Page 847 of 1210
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 ,75F - Exhibit F
- Section a
City of Richmond - Insurance Requirements - Type G:

Transportation Providers
Claims-Mado Pollcles
fany insurance policy Is written on a calms-made form: 1) the retroactive date must be shown, and must be before th late of the contract of the beginning of contract work, 2) Insurance must be maintaned and evidence of Insurance mus Subcontractors
CONTRACTOR shall include all subcontractors as Insured under Its pollcles or shall furnish to the Cily for revlew and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

CONTRACTOR agrees to defend and Indemnify the Cily of Richmond for any damage resulting to it from fallure of elther CONTRACTOR or any subcontractor to take out or maintan the required Insurance policies. The fact that Insurance is obtalned by CONTRACTOR, and/or CONTRACTOR's subcontractors, will not be deemed to release or diminish the lability of CONTRACTOR, Including, without limitation, labllity under the Indemnlty provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required Insurance covcrage.

Verification of Coverago
All original certificates and endorsements shall be recelved and approved by the City before work may begin. The City of Richmond reserves the right to require complete, certifled copfes of all required Insurance policies including endorsements affecting the coverage at any time,
Orginal Insurance certificates and requred policy endorsements shall be malled, or dellvered to the Designated Project:

Manager for the City of Richmond.

Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, Contractor must mall the original certificates and endorsements to Designated Project Manager once faxed, Continuous Coverage
CONTRACIOR shall maintain the requred Insurance for the Ilfe of the contract. Shoukl the CONTRACTOR cease to have Insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until Insurance acceptable to the City Is provided. In the event that CONTRACTOR falls to comply with the City's Insurance requirements, the City may take such action as It deems necessary to protect the City's Interests, Such action may Include but Is not limited to termination of the contract, withhokling of payments, or other actlons as the City deems Cancellation
ONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except aft irty (30) days' prior written notice has been given to the Clt! Reporting Requiraments
coverage proved to thin ty is oilers, er prols, ens or the or tes heading breaches of warantes shal not alec.

Consistent with Pubile Polley
The minum extent necessary so they the yen suing deo and pro pubis pole say be cold and eh real only ind thus enforceable.

Type 6 - Page 3 or 3
Revised: September 2011

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 ,75F

DATE MADDIYYYY
ACORD" CERTIFICATE OF LIABILITY INSURANCE 05/11/2021

THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THIS

REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER
(PRODUCER Holder Identifier:
on tisk services Northeast, Inc. (866) 283-7122 TO. NO.1: (800) 363-0805 Morristown N° office
44 whippany LORESSI

INSURER(S) AFFORDIG COVERAGE NAIG H
INSURED INSURERA: loyd's Syndicate No. 1969 M1120106

HSURER BE
#SURER C:

IHSURER D:

INSURER E:

INSURER F:

COVERAGES CERTIFICATE NUMBER: 570087331919 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 CONTRACT OR OTHER DOCUMENT WITH RESPECTITO WHICH THIS

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. Limils shown are as roquested

TYPE OF SURNACE POLICY NUMBER LIMITS

COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE

CATHOLTO RENTED
CLANS MADE _PREMISES (Ea occurencol
MED EXP (Any ana parson)

PERSONAL ADVAY
GEHL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE
PRO. PRODUCTS • COMP/OPAGG

POLICY LOC
JECT
OTHER:

COMBINED SHOLE LIMIT
AUTOMOBILE LUDILITY (En accident)
Certificate No: 570087331919
ANYAUTO BODILY INJURY (l'er person)
OWNED SCHEDULED BODILY INJURY (Per accidenl
AUTOS

TOS OF PROPERTY DANGE
MOTOWNED (Pernecident).

ONLY AUTOS ONLY
UMBRELLA LIAU OCCUR TCSDIG2000022 09/15/2020/09/15/2021 EACH OCCURRENCE 56,000,000 SIR applies per policy teras & conditions AGGREGATE $6,000,000

EXCESS LIAB CLAMS-BAOE

DED X RETENTION

WORKERS COMPENSATION AND PER STATUTE

EMPLOYERS' LIADILITY

EL, EACHACCOENT
EL. DISEASE EA EMPLOYEE
EEECRIPTION OF OPERATIONS belo EL. DISEASE POLICY LIF
RESCRIPTIOTI OF OPERATIONS/ LOCATIONS/ VEHICLES (ACORD 101, erilonel femaike Schodul, may be ofached i more space Is requiledy umbralla is follow-form

CERTIFICATE HOLDER CANCELLATION

AUTHORIZED REPRESENTATIVE
Nor Pisto Services Nortreast Soa
©1088-2015 ACORD CORPORATION. All rights rosarvac.

ACORD 25(2016/03) The ACORD name and fogo aro registerod marke of AGORD

Docusign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 .75F

DATE (MINIDDIYYYY)
ACORD® CERTIFICATE OF LIABILITY INSURANCE
5/14/2021

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 INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUGER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If tho certificole holder Is an ADDITIONAL INSURED, the pollcy(los) must havo ADDITIONAL INSURED provisions or bo endorsod, II SUBROGATION IS WAIVED, subjoct to the tarms and colitions of the polloy, cortain pollcios may roguiro an ondorsomont. A statomont on this cortifloale does not confor rights to tho cortificato hoklor in lot of such endorsoments).

PRODUGER
ollingham & Bullet T8.E): 603-587-5000 1AC, Ho): 663-503-7339 Mall Murra!
800 Main SI ADDRESSi
Dubuque IA 52001 INSURER(S) AFFORDING COVERAGE HAIC H
INSURER A: Pacifio Insuranco Company, Limfiod 10046
INSURED VIATRAN 02
INSURER B:

NoMad Transit, LLC
10 Crosby Street, Floor 2 INSURER G:.

Now York NY 10013 INSURER D:

INSURER E 1

INSURER FL
COVERAGES CERTIFICATE NUMBER: 1777128731 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 CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

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.

TADOL SOBRI LIMITS

TYPE OF INSURANCE SO INNO POLICY NUMBER
X COMMERCIAL GENERALEIADILITY Y 91YR3 OH0103 9/16/2020 10/1/2021 EACH OCCURRENCE $ 1,000,000 DANAGE TO RENTED"
| CLAMS:MADE |X/OCCUR PREMISES (Ea Occuronco) $ 100.000 MED EXP (Any ono person) 56,000
PERSONAL & ADY INJURY $ 1,000,000
BENL AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 10,000,000 PRO PRODUCTS - COMPIOP AGO $ 10,000,000

POLICY LOC
OTHER: 51.00000
AUTOMOBILE LIABILITY 01 YR2 OH8165 8/16/2020 10/1/2021
ANY AUTO BODILY INJURY (Por poison)

SCHEDULED

PEES PHLY MON-SHINEO

AUTOS ONLY AUTOS ONLY
X symbot fo Perlod 2 & 3

UMBRELLA LIAB OCCUR EACH OCCURRENCE

EXCESS LIAR CLAIMS-MADE AGGREGATE

DED RETENTIONS

WORKERS COMPENSATION TUTE TEE

AND EMPLOYERS' LIABILITY
NYPROPRIETOR PARTNER/EXECUTIV E.L. EACH ACCIDENT

FFICER MEMBEREXCLUDED NIA
(Mandatory In NI) EL. DISEASE •EA EMPLOVEE S
SHITION OF OPENATONIS belay EL. DISEASE - POLICY LIMIT S

CERTIFICATE HOLDER CANCELLATION

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE

ACCORDANCE WITH THE POLICY PROVISONE WILL BE DELIVERED IN EXPIRATION DATE Ily of Richmor
46 Civlc Center Plaz AUTHORZED REPRESENTATIVE
Richmond CA 94804
@ 1988-2015 ACORD CORPORATION. All rights roservod.

ACORD 26(2010/03) The ACORD namo and logo are rogistorod marks of ACORD

Docusign Envelope ID: 1A278702 88E7-4D10-BBB4-A706CEDAE365 ,75F Transit as-a-Service (TAAS) SERVICE ORDER'

1. Purpose; Scope
By this service order (the "Order"), Nomad Transit, LLC ("Nomad"), a wholly owned subsidiary of Via Transportation, Inc. ("Via"), and City of Richmond ("Customer") agree to collaborate towards the initiation of Customer's demand response transit service in Richmond, California, (as agreed upon by the parties during the planning and design stages of the Pilot (as defined herein)) for 22 months following launch thereof, subject to extension by mutual agreement of the parties.

In accordance with the Agreement, Nomad will provide Customer with technology and technology-enabled integration services (the "Services"), acting as a broker coordinating the services of third-party service providers to effectuate the on-demand transit service (the "Pilot").

Nomad will contract with third party service providers to effectuate such integration, including with fleet managers, vehicle suppliers, driver partners, background check providers, customer service support agencies, a payment processor and insurance brokers and underwriters.

Nomad's Services will include:

Localization of a proprietary cloud-based dynamic vehicle routing and real-time passenger aggregation system;
• Access to the Via mobile rider application (iOS and Android) for individuals using the Customer's service ("Riders") to book and pay for rides through a smartphone; • Access to telephonic bookings for Riders who do not have access to a smartphone; • Access to the Via mobile driver application for drivers to route and service rides through a smartphone or tablet;
• Establish relationship with vehicle rental company ("Vehicle Partner") to provide access to vehicles on a rental basis to independent contractor driver partners ("Driver Partners") who shall provide transportation services;
• Accompanying technical and operational support service; • Marketing and outreach initiatives as described herein.

Data sharing and reporting as described herein.

Conflicts between this Service Order and any other terms and conditions or written agreements between the parties shall be resolved in favor of this Service Order.

2. Duration & Launch Date
'All capitalized terms used but not defined herein shall have the meaning set forth in the Master Terms and Conditions for Via Transit as a Service signed by NoMad and Customer (the "Terms")

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 ,75F The duration of the Pilot shall last for a period of 22 months following the launch date (the "Initial Term"), subject to extension by mutual agreement of the parties on terms to be agreed (including any increase in monthly fees for additional months).

The Customer will provide written notice to proceed to Nomad at least 12 weeks prior to service launch. For the avoidance of doubt, notice to proceed can only be written by Customer once the contract and appendices (including the Order) are final and signed, and any necessary local and regulatory approvals have been received or registrations completed. Upon receipt of such written notice to proceed, Nomad will commence local preparation for launch ("Launch Preparation Period"). Service operation will begin on a mutually agreeable date, no earlier than January 4, 2022, unless Nomad and the Customer define an alternative mutually agreeable date in writing ("Launch Date"). Delivery timeline of the Services that are dependent on data from third parties (such as multimodal integrations) will be determined in writing once NoMad has received all relevant data from such third parties.

3. Fees
The Fees for the service described in this Order are:

The table below outlines the payment structure, in which Customer would be charged an upfront fee, a price per driver hour, and a price per ride. All regulatory fees related to the service will be charged as a pass through cost. The Pilot shall include a fleet of vehicles as described in Section 4, Service Parameters, subject to extension by mutual agreement of the parties on terms to be agreed (Including any change in fees). The total contract value shall not exceed $989,227 for the Initial Term.

Price per Dile Pillons: Via Total Contract Value..

Price per Ride Total Price
- N/A S14,667
N/A
$14,667
$7.48 N/A $92,013
$2.75 N/A $33,847
$57.73 N/A $710,497
$6.94 N/A $85,456
58,00 m $50,045
$971,858
Requlatory Fees" $0.10 $2,702
$0.10 $2,702
$989,227
Note: Pricing excludes all laxes.
• Based on ridership simatos: Regestorytes vil be phar ged on a pa 8e, ngo tier miscellaneous coss. 12,308
129
Customer will be billed for the above fees as described below. Driver hours and rides will be billed as incurred at the end of each month. Customer shall pay the following fees to Nomad:

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 75F Fixed (Upfront) Costs
Customer shall pay to Nomad a non-refundable installation fee of $14,667, 50% of which ($7,333.50) will be payable upon signing of this Order, and the remaining 50% ($7,333.50) will be payable upon launch of the Pilot.

Ongoing Invoice Fees
Customer shall pay the following fees to be invoiced monthly by Nomad, starting upon launch of the Pilot:
• $78.96 per driver hour
• $0.10 per ride
Minimum fees: Notwithstanding the foregoing, the monthly ongoing invoice fees payable by Customer shall not be less than $25,000 per month for the duration of the Pilot.

Nomad will invoice Customer on or around the 15th of each month for driver hours and rides incurred in the prior month.

Should changes in applicable federal, state or local law result in a significant change in Nomad's costs, Nomad or Customer may opt to renegotiate the ongoing on-demand service hour fees.

Fare Revenue
Customer shall set up a partner account with Braintree and collect and own all revenue from service fares, net of service fees, starting upon launch of the Pilot. Customer may choose to designate any amount of revenue from service fares, net of service fees, for the purchase of additional driver hours.

4. Service Parameters
Nomad will provide access to a platform service (the "Platform") through which Riders will be able to book and pay for rides on a shared and on-demand basis; and dedicated vehicles will be offered by the Vehicle Provider to Driver Partners on a rental basis. • Geographic Coverage Zone: Approximately 6 square miles coverage zone in Richmond, California.
• Service Days/Hours: Monday through Friday, 7am to 7pm • Rider Fare: The rider fare will be $2, however rider fares will be free for designated groups, to be mutually determined by Customer and Nomad in writing During the duration of the Pilot, rider fare may be amended by mutual agreement between Customer and • Nomad will ensure acceptance of Rider payment through the app via credit cards and pre- paid debit cards.
• Vehicle Fleet: The Vehicle Provider will offer a fleet of up to 3 branded, licensed and insured 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.

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 .75F Nomad will ensure the execution of the necessary registrations and licensing to perform the Services, with the cooperation and assistance of the Customer.

Parking: Customer shall identify and make available a depot or parking lot with ample overnight parking for the dedicated fleet. The depot/lot must be in a safe and lighted area inside the boundaries of the service zone, and ideally be located within walking distance of a publicly accessible bathroom or shall come equipped with a port-a-potty.

5. Project Team & Governance
Nomad will be responsible for the integration of all relevant elements of the Pilot on a continuous basis during the course of the Pilot and will designate a project manager for this purpose (the "Nomad Project Manager") who will lead Nomad's Project Team. Customer will designate a project manager to be the primary point of contact with Nomad throughout the duration of the Pilot (the "Customer Project Manager"). The Nomad Project Manager will be in regular contact with the Customer Project Manager through informal and scheduled project meetings.

The Nomad Project Manager will be empowered to enact day-to-day decisions related to the Services and will serve as the primary point of contact with the Customer Project Manager on an ongoing basis. The Nomad Project Manager will appoint members to the Project Team to assist in the integration of the various elements of the Pilot, to include personnel with expertise in service scoping, independent contractor driver outreach and registration to the Platform, fleet maintenance procurement, marketing, and data analytics. For the avoidance of doubt, the Nomad Project Manager will have no power to serve notice or amend the Agreement, or this Order.

Leading up to the launch of, and during the course of the Pilot, Nomad's Project Team, led by the Nomad Project Manager, will liaise with the Customer Project Manager over the key deliverables of this Order and to endeavor to maximize ongoing service optimization.

6. Driver Partner Registration & Supply Management
Nomad will source Driver Partners to provide transportation services to Customer through the Platform. Nomad will engage in a good faith effort to register Richmond residents as Driver Partners.

Nomad will ensure that Driver Partners have appropriate licenses, permits, and insurance required for the type of vehicles being operated. As part of Driver Partner registration for access to the Platform, all Driver Partners will be introduced to Nomad with the following areas covered: familiarization with the Pilot service areas; hours of service; Customer's expectations; use of the Driver App; and reporting incidents and delays in service.

Nomad will be responsible for ensuring that there is adequate driver supply for each service zone within designated hours to meet demand with optimal quality of service, given constraints.

7. Rider and Driver Partner Support

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 ,75F Nomad will ensure the provision of customer service and support for Driver Partners and Riders on issues that arise in connection with use of the Platform.

Following each ride, the Rider will be prompted to submit a ride rating with feedback in the app.

If an issue arises for a Rider or Driver Partner before, during, or after a ride, these parties will be able to reach customer support staff by phone, or by submitting an email ticket, which will be replied to promptly by such customer support staff.

8. Marketing, Promotions, & Press
Nomad shall work closely with Customer to determine a unified marketing and promotional program that increases community awareness of the service and maximizes its success.

The Pilot, including the rider app will be co-branded as "powered by Via". The "powered by Via" banner must be used only in the exact format provided by Nomad and will be prominent on all assets promoting the Pilot, including (but not limited to) printed collateral, digital materials, websites, and any vehicle wraps. The "powered by Via" banner will have equal prominence on all marketing materials to any additional partner logos or trademarks. Nomad may provide pre- approved brand assets and guidelines that must be complied with in all marketing communications distributed by the Customer.

All Customer-developed content that pertains to Via's brand, technology, and operations must be reviewed and approved in writing (i.e. email) by Nomad before distribution. A minimum of five business days review time must be provided in advance to NoMad] for its review.

Nomad shall provide marketing strategy for the Pilot, including the following activities and tactics:
• Develop a marketing plan to guide the overall strategy and tactics to drive Rider awareness, acquisition, and growth.
• Design key marketing collateral (print and digital).
• Design vehicle branding/graphics in coordination with the Customer. • Create virality by providing an intuitive and frictionless referral program with customizable incentive structures that creates opportunities for Riders to become the service's biggest ambassadors.
• Manage digital marketing campaigns to build awareness and drive service adoption.

Propose and implement in-app promotional programs to drive Rider activation, retention, growth.
• Customer shall assist with the execution of the marketing plan and promotion of the Platform to Riders, and will coordinate closely with Nomad in all respects, including the following activities:
• Develop a media relations plan to drive publicity for the service unique to this area, including a press release and kick-off event that is planned in conjunction with Nomad.

All key project messaging used for public relations purposes is to be developed in collaboration with Nomad. Any media announcement on the Pilot will be made available for Nomad's review and approval prior to the Launch Date.

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 ,75F • Implement community outreach plan by meeting with key organizations and community members ahead of Launch Date and throughout the duration of Pilot to educate, build awareness, and garner support for the service.
• Engage with local city leaders and politicians; request support in reaching out to their communities through their own communication channels.

The Customer shall provide Nomad with a detailed marketing plan for the portions of marketing that the Customer is leading at least 4 weeks before the launch of the service. Nomad and Customer will work collaboratively to refine the plan as needed. For the avoidance of doubt, Nomad will have the flexibility to execute similar marketing initiatives as the Customer at its own expense. In such cases, Nomad will coordinate with the Customer in advance.

9. Data Sharing & Reporting
Nomad will share data from the Pilot as set forth in Appendix 1 (the "Pilot Data").

The Pilot Data shall be made available in formatted numerical and graphical reports.

For the avoidance of doubt, the information above constitutes proprietary trade secrets of NoMad and Via and shall be subject to the confidentiality obligations set forth in the Agreement.

VIA: NoMad Transit LLC CUSTOMER: THE CITY OF RICHMOND
-DocuSignad by:

Erin Abrams
Authorized Signature
Erin Abrams
Printed Name Printed Name
Manager
Title Title
10/7/2021
Date Signed Date Signed

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 75F

CITY OF RICHMOND

CONTRACT AMENDMENT
Department: Transportation Project Manager: Denée Evans Project Manager E-mail: Project Manager Phone No:
[email protected] (510) 621-1718
P.R. No: Vendor No: P.O./Contract No:

Description of Services:

Richmond on demand electric shuttle
Amendment No. 1 modifies the: (2hd or subsequent amendments attach Amendment History page) _Term, Payment Limit and Service Plan L Payment Limit and Service Plan Term and Service Plan Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:

Parties. The parties to this Contract Amendment are the City of Richmond, California, a municipal corporation (City), and the following named Contractor:

Company Name: Nomad Transit, LLC
Street Address: 10 Crosby Street, Floor 2
City, State, Zip Code: New York, NY 10013
Contact Person: Garrett Brinker
Telephone: (547) 286-4710 Email: [email protected] Business License No: / Expiration Date:

A California L corporation, limited liability corporation general partnership, | limited partnership, individual, non-profit corporation, | individual dba as [specify:]
other [specify:] Delaware LLC

2. Purpose. This Contract Amendment is being entered into to amend the Contract between City and Contractor which was approved by the City Council of the City of Richmond or executed by the City Manager on October 19, 2021 , which original term commenced on October 1, 2021 and terminates July 7, 2024 with an original contract payment limit of $1,000,000.00 • Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.

3. Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.

Docusign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 ,75F Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.

City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.

6. Insurance Coverage Updated and Maintained. Pursuant to the Original Contract, the Contractor shall provide the City with updated Insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.

7. Signatures. These signatures attest the parties' agreement hereto:

CITY OF RICHMOND, CALIFORNIA CONTRACTOR:
a municipal corporation
-Docusigned by: Nomad Transit, LLC
By Thomas k. Butt (To resident on Cha sign on the the Board, President or -4533
Mayor -Docusigned by:

Title: By. Alex lavoie
I hereby certify that the Original Contract -EF1C5B8916AA496...

Title: Manager
and this Amendment have been approvec
Managity Countil or executed by the ciry (*The Corporation Chief Financlal Officer, Secretary ol Assistant Secretary should sign on the line below.
- Docusigned by:

By Pamela Christian
By:

City Clerk
Title:_
(NOTE: Pursuant to California Corporations
Approved as to form: Code Section 313, if Contractor is a -Doousigned by: corporation or nonprofit organization, this For Contract (1) should be signed by the
By_ Chairperson of the Board, President or
-0F098CTE4050465...

City Attorney Vice-President and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
List of Attachments: should have both signatures conform to

1. Amendment Provisions designated representative groups pursuant

2. Updated Insurance Certificates to Corporations Code Section 313.

Contract Amendment/EJ/TE 09-26-07

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 175F Contract Amendment between the City of Richmond and
Nomad Transit, LLC
Amendment No. P.O./Contract No.
1 AMENDMENT PROVISIONS (PAYMENT LIMIT AND SERVICE PLAN) Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $338,231.00 —. Paragraph 3 of the Original Contract is amended to read as follows:
'3. Payment Limit. City's total payments to Contractor under this Contract mendment shall not exceed $1,338,231.00 including expenses." "The City of Richmond shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000." The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:

Section 1 of the Transit-as-a-Service (TaaS) Service order of the Agreement is hereby revised by adding the following to the bullet point list of services:

Establish a relationship with a subcontractor who will provide ADA accessible trips with a vehicle that use compressed natural gas;
Nomad Transit, LLC Via Transportation will contract wheelchair accessible on demand transportation services with a transit provider for a period not to exceed one year unless both parties agree to extend the services.

Section 3 of the Transit-as-a-Service (TaaS) Service order of the Agreement is hereby revised by adding the attached pricing table.

Cost: 12 month agreement: One ADA vehicle on standby/on-call 12 hours per day 7am to 7pm: hourly rate $78 per hour X 12 hours+ $936 daily rate or $243.

Section 4 of the Transit-as-a-Service (TaaS) Service order of the Agreement is hereby revised by adding the following to the Vehicle Fleet bullet:

Via's PHEVs will have bike racks for Riders who have specified such requirements.

A transit provider with a CNG vehicle will be hired for rapid deployment.

The operation hours will be Monday through Friday from 7 am to 7pm.

Contract Amendment/EJ/TE 9-26-07

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 75F ¿Pricing Table
Incremental Add-Ons
Incremental price over the 22-month base contract
period
Base Service 2. 1-Year
Level 1. Add Bike WAV Total
Current 22- Racks to Operations 3. Additional Incremental month Existing Contract w/ 2 Months of Add-Ons
contract Fleet Transmetro Service (First 24 Months)
No. of Weeks 95.33฿ 104.00 104.00 8,67 104.00
Active Fleet Vehicles 1 4
Total Vehicle Hours 12,308| 3,120 1.11%) 4,239
Total Estimated Rides 27,024 1,300 2.457 3,757
One-Time Upfront Costs $14,6673 $4,500 $0 $4,500
Fee / Vehicle Hour $78.96 $78.96 $78.64
fee / Ride (Regulatory) $0.10! S1718 $0.10
Electricity Costs $1,775
Miscellaneous Costs $10,773
Total Estimated Not-to-Exceed Cost $1,000,000 $4,500 $243,360 $90,371 $338,231 Miscellaneous Costs
Note: Figures exclude taxes and are preliminary
[Total Cost (24 Months) $1,338,231

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365

CITY OF RICHMOND

CONTRACT AMENDMENT
Department: Transportation Project Manager: Denée Evans Project Manager E-mail: Project Manager Phone No:

[email protected] 621-1718
P.R. No: Vendor No: 15056 P.O./Contract No: 5755
Description of Services:

TECHNOLOGY AND TECHNOLOGY ENABLED INTEGRATED SERVICES FOR ON DEMAND LOCAL ELECTRIC SHUTTLE Amendment No. 2_ modifies the: (2nd or subsequent amendments attach Amendment History page) _Term, Payment Limit and Service Plan Payment Limit and Service Plan Term and Service Plan Service Plan
The parties to this Contract Amendment do mutually agree and promise as follows:

Parties. The parties to this Contract Amendment are the City of Richmond, California, a municipal corporation (City), and the following named Contractor:

NOMAD TRANSIT, LLO
Company Name:

Street Address: 10 CROSBY STREET, FLOOR 2
City, State, Zip Code: NEW YORK, NY 10013
Contact Person: GARRETT BRINKER
Telephone: (574) 286-4710 Email: [email protected] Business License No: / Expiration Date:

A California corporation, | limited liability corporation general partnership, limited partnership, | individual, L non-profit corporation, individual dba as [specify:]
other [specify:] Delaware, LLC.

2. Purpose. This Contract Amendment is being entered into to amend the Contract between City and Contractor which was approved by the City Council of the City of Richmond or executed by the City Manager on October 19, 2021 , which original term commenced on October 1, 2021 and terminates July 7, 2024 with an original contract payment limit of $1,000,000.00 . Said contract shall hereinafter be referred to as the "Original Contract" and is incorporated herein by reference.

Original Contract Provisions. The parties hereto agree to continue to abide by those terms and conditions of the Original Contract, and any amendments thereto, which are unaffected by this Contract Amendment.

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 Amendment Provisions. This Contract Amendment is subject to the Amendment Provisions attached hereto, which are incorporated herein by reference, and which control over any conflicting provisions of the Original Contract, or any amendment thereto.

City of Richmond Business License Active Status Maintained. Pursuant to Municipal Code Section 7.04.030, the Contractor must maintain its City of Richmond business license for this Contract Amendment to be deemed to be in effect.

Insurance Coverage Updated and Maintained. Pursuant to the Original Contract, the Contractor shall provide the City with updated insurance certificates, and the Contractor shall maintain insurance coverage, for this Contract Amendment to be deemed to be in effect.

Signatures. These signatures attest the parties' agreement hereto:

CITY OF RICHMOND, CALIFORNIA CONTRACTOR:
a municipal corporation NOMAD TRANSIT, LLC
- Docusigned by:
| Eduardo Martines
By (*The Corporation Chairperson of the Board, President or 006642762600401...

Vice-President line belo
Title: Mayor By Alex Lavoie
-C7652978C82442..*
I hereby certify that the Original Contract Title: Manager and this Amendment have been approved
by the City Council or executed by the City (*The Corporation Chief Financial Officer, Secretary or Manager. Assistant Secretary should sign on the line below.) -Docusigned by;
| Ursula Deloa, Deputy City Clerk
By. By:_
-DE72F2330044496..

City Clerk
Title:_
(NOTE: Pursuant to California Corporations
Approved as to form: Code Section 313, if Contractor is a -Docusigned by: corporation or nonprofit organization, this For Contract (1) should be signed by the
By_ Chairperson of the Board, President or
0F098CTE4C5048
itv Attorne Vice-President and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
List of Attachments: should have both signatures conform to

1. Amendment Provisions designated representative groups pursuant

2. Updated Insurance Certificates to Corporations Code Section 313.

Contract Amendment/EJ/TE 09-26-07
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 Contract Amendment between the City of Richmond anc
Amendment No. P.O./Contract No.
2 5755

AMENDMENT PROVISIONS (PAYMENT LIMIT AND SERVICE PLAN)
araph amen him by othe original Contact is are one i
Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract Amendment shall not exceed $1,650,731.00 _including expenses." "The City of Richmond shall not pay for services that exceed the Contract Payment Limit without the prior written approval of the City Manager if the total Contract amount does not exceed $10,000 or without the prior approval of the City Council if the total Contract amount is over $10,000." The Service Plan (Exhibit A) of the Original Contract is hereby amended to include the following tasks and/or services:

See attachments for:
i. Additional TaaS vehicle hours to the current contract and ii. SaaS paratransit service order that outlines the project scope for our paratransit software Contract Amendment/EJ/TE 9-26-07
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 Amendment #2
to the
City of Richmond Standard Contract
Nomad Transit, LLC ("Via") and the City of Richmond ("Customer" and, together with Via, the "Parties") have entered into that certain agreement titled City of Richmond Standard Contract (the "Agreement"), dated October 1, 2021. Upon execution of this Amendment #2 (the "Amendment"), the Parties agree to modify the Agreement as follows:

1. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $139,128.00. Paragraph 3 of the Original Contract is amended to read as follows:
"3. Payment Limit. City's total payments to Contractor under this Contract Amendment shall not exceed $1,477,359.00. including expenses."

2. Section 3 of the Transit-as-a-Service (TaaS) Service order of the Agreement is hereby revised by adding the following language and attached pricing table" "For the duration of the contract term, 1762 vehicle hours will be added at the current rate of $78.96."
Via TaaS Pricing Proposal for Richmond, CA
Fee per vehicle hour in line with current contract
Rate / Vehicle Hour per Current Contract(1)... $78.96
.. . .

Number of Incremental Vehicle Hours 1,762
Total $139,128
(1) Subject to change based on inflation if hours are used beyond time frame of current contract.

Note: Pricing excludes applicable taxes.

3. Conflicts, Use of Terms, Governing Law. Capitalized terms used but not defined herein home the meanies forth in te enemen. Benge ris heroined a wil the governed by the same law as the Agreement.

This Amendment #2 is effective as of March 1, 2023
Nomad Transit, LLC City of Richmond
• DocuSigned by:
- DocuSigned by:

By: Alex lavoie By: Eduardo Martines
-C7652978C824421...
- 086C427628CC481..

Name: Alex Lavoie Name: Eduardo Martine:

Title: Manager Title: Mayor
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 Richmond, CA DEPLOYMENT SERVICE ORDER
By this service order (the "Order"), Nomad Transit LLC, a Delaware company with its principal office located at 10 Crosby Street, Floor 2, New York, New York 10013 ("Via"), and the customer identified below ("Customer") agree to collaborate towards the operation by Customer of the deployment (the "Deployment") in Richmond, CA Customer Name: City of Richmond Customer Notice Address: 440 Civic Center Plaza Richmond, CA 94804
Customer Entity Type / State of Incorporation: City
Customer Email: [email protected]
Term: The duration of the Deployment shall last until the last day of the calendar month during which a period of 60 months following Launch expires, subject to extension by mutual agreement of the parties on terms to be agreed (including any increase in monthly fees for additional months).

Services: Customer will receive access to the standard Via Solution and automatic software updates, comprised of:
a) Fully localized proprietary routing and matching algorithms that analyze all trip requests, assign rider:
lynamically to the best-suited vehicle, and group passengers headed in the same direction into efficient sharec rides powered by Via's patented technology;
(b) Integrated reservation system to accept and schedule trips booked in real time, in advance, or on a recurring basis; (c) Downloadable iOS and Android rider apps that allow customers to book rides, track vehicles in real time, pay for trips, and troubleshoot any issues, The rider apps shall be dedicated to this Deployment. For the avoidance of doubt, the rider apps used in connection with the Transit- as a-Service (TAAS) SERVICE ORDER will not be utilized in connection with this Deployment;
(d) A web-based booking portal to book trips;
(e) Downloadable driver app that provides efficient turn-by-turn directions; the app allows drivers to start and end driving time, schedule breaks, and contact live support; and (1) Access to the Via Operations Console ("VOC""), which allows administrators to perform a variety of functions, including booking trips, checking trip details, adjusting account information, and providing customer support, and accessing reports, as provided for in Appendix 1.
(g) Access to the data reporting set out in Appendix 1, made available via the VOC.

Support Services - Installation. Via provides installation support for up to four weeks after the Deployment begins serving Riders, consisting of:
(a) Localization for the Deployment Zone (defined below), including optimizing the algorithm, configuring back-end, and defining acceptable pick-up and drop off points;
(b) Testing and quality assurance;
(c) Helping Customer to build a launch plan and rider acquisition strategy; and (d) Instruction for drivers, dispatchers, and managers on Via's best practices as remote launch support Support Services - Ongoing. The following services are included in the fees up to the number of hours per month identified below:
(a) Operational support and system adjustments: Includes algorithm adjustments and changes to virtual bus stops / pickup points at request of Customer: up to 10 hours per month (b) Expert consulting: up to 5 hours per month
• Marketing and growth: help setting up complex promotions, review and assistance for third party tools that can integrate into Via's tech
• Operations: Including supply optimization analysis, payment & fraud investigation, and business case/unit economics analysis
Service expansion: Including feasibility analysis for service expansions or additional projects (c) Tech Support: Dedicated Via point of contact will use commercially reasonable efforts to respond within one business day for non-critical issues (upon receipt of a detailed description of the issue as requested by Via) and to ensure that assistance is provided within a reasonable time frame. Via will also provide Customer with an appropriate channel for alerting Via to system outages or other critical issues, with respect to which Via will provide emergency assistance.

Via will notify Customer if Customer is within I hour of exceeding the capped hourly limit on Operational Support and System Adiustments and/or Consulting Services. If requested, hours beyond those set out above will be charged on an hourly rate.
(d) Additional Services. Via can provide optional add-on services, including consulting, fixed route referral, live agent support, multi-modal or third-party trip planner integrations, media and advertising services, marketing support, or access to our Remix® transit planning software for an additional fee. More details available upon request.

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 Customer Responsibilities.
(a) General. Customer will operate and manage the Deployment as set forth in the Terms, Customer shall cooperate with Via as necessary for the purpose of setting up the Deployment and its specifications, including by providing prompt feedback to Via's inquiries and providing local insights, in order to meet mutually agreed upon deadlines. (b) Launch. Within one week of signing this Order, the Parties will mutually agree on the targeted launch date of the Deployment ("Launch"). Launch shall be no fewer than 12 weeks following execution of this Order: In the event that the Launch date is moved at Customer's request or delayed due to Customer's inaction, Customer will be charged a Technology Fee (as defined in Section "Fees" below) to accommodate hosting and other direct IT (c) Zone: Customer and Via will agree at least three months prior to launch on the exact geographical scope for the Deployment zone ("Deployment Zone"). Any changes or expansions to the Deployment Zone may result in additional fees.
(d) Support Requests. At the start of the project, Via will direct Customer towards the relevant CRM tools to log requests. In order to trigger a Product Maintenance request, requests for product maintenance must contain detailed information about the nature of the request. Requests for additional features may be subject to additional (e) Payment Processing. The fees set forth above do not include any owed to the third-party payment processor. Via will facilitate an introduction to its recommended payment processor and Customer is responsible for entering an agreement with such payment processor in order to be able to process credit card payments.

Fees.

Customer shall pay Via the following Fees for the Term, subject always to the Minimum Monthly Fee set out below:

Ree Category Amount Invoicing Terms
Installation Fee $30,000 Payable upon signing of this
Order
Monthly Fees
Year 1 per-vehicle fees • For 1-3 vehicles: $1,000 per vehicle per Advance Annual Payment in calendar month with a minimum of accordance with paragraph 1 $2,000 per month (i.e., 2-vehicle below
minimum)
• For 4-10 vehicles: $400 per vehicle per
calendar month
• For 11-15 vehicles: $350 per vehicle per
calendar month
Subject to a minimum of $1,000 per month (ie a
2-vehicle minimum) (the "Minimum Monthly
Fee")
Year 2 per-vehicle fees For 1-3 vehicles: $1,050 per vehicle per Advance Annual Payment ir calendar month with a minimum of accordance with paragraph 1 $2,200 per month (i.e., 2-vehicle
minimum)
• For 4-10 vehicles: $420 per vehicle per
calendar month
• For 11-15 vehicles: $370 per vehicle per
calendar month
Year 3 per-vehicle fees • For 1-3 vehicles: $1,105 per vehicle per Advance Annual Payment in calendar month with a minimum of accordance with paragraph 1 $2,210 per month (i.e., 2-vehicle below
minimum)
• For 4-10 vehicles: $440 per vehicle per
calendar month
• For 11-15 vehicles: $390 per vehicle per
calendar month
DocuSign Envelope ID: 1A278702-88E7-4D10-BB84-A706CEDAE365 Year 4 per-vehicle fees For 1-3 vehicles: $1,160 per vehicle per Advance Annual Payment in alendar month with a minimum o accordance with paragraph 1 2,320 per month (i.e., 2-vehicl
minimum)
• For 4-10 vehicles: $460 per vehicle per
calendar month
• For 11-15 vehicles: $410 per vehicle per
calendar month
Year 5 per-vehicle fees For 1-3 vehicles: $1,220 per vehicle per Advance Annual Payment in calendar month with a minimum of accordance with paragraph 1 $2,440 per month (i.e., 2-vehicle
minimum)
• For 4-10 vehicles: $485 per vehicle per
calendar month
• For 11-15 vehicles: $430 per vehicle per
calendar month
Total Minimum Amount$162,840 assuming 2 vehicles (excluding additional vehicles in excess of the for 60 Months minimum and any Fees for any Additional Services) The Customer agrees to pay the Minimum Monthly Fee (i.e., the monthly vehicle minimum fees set out in the table above) for a period of 12 months in advance and annually thereafter (the "Arivance Annual Fee"). Via will submit an invoice for Advance Annual Fee upon signature of this Order payment due in accordance with the Terms. For the avoidance of doubt, the first Advance Annual Fee is due in advance of Launch. Via will invoice the Advance Annual Fee annually thereafter for the remainder of the Term
In the event that the per-vehicle-fees incurred for a given month exceed the Minimum Monthly Fee, Customer shall be responsible for paying the difference for each such month ("Monthly True-Up") within 15 days of the date of such invoice.

Via will calculate any fees due as Monthly True Up each month and provide Customer with an invoice calculating the per- actually incurred based on the actual number of active vehicles used during the previous month.

The Customer agrees that the sample invoice set out in Appendix 2 is satisfactory to Customer, both in substance and format.

Via shall calculate the Fees due. For the avoidance of doubt, (i ) the number of vehicles per month for purposes of the above fees shall be the maximun number of distinct vehicles input by Customer that use the Via Solution on any given day over the course of the applicable calendar month and (i i) in the event the duration of the Deployment does not exactly match calendar months, monthly fees will be prorated for the first and/or last calendar months of the Deployment, as applicable, so that Customer will only be charged for the portion of such months during which the Via Solution was available to be used for the Deployment.

Customer shall reimburse all travel expenses of Via personnel for purposes of the Deployment. Installation-related services described above will initially be performed remotely, and if Via deems it necessary, in person by Via personnel for a limited period around launch. Thereafter, services will continue to be performed remotely as applicable, provided that Via personnel can be sent to Customer's location for additional trips upon reasonable request.

Twilio. Price includes our generic package for Tivilio cost for 4 SMS notifications and 1.25 minutes of Twilio voice time per ride, at a уахіти of S0.05 per ride on average for all rides completed within each calendar month. Any costs associated with Twilio in excess of SO.05 per vide will be billed to the Customer as at cost plus 10% on a monthly basis.

Launch Delay. If the Launch Date is delayed for more than a calendar month by Customer for any reason, Customer shall be responsible for paying Via for a $1,000 monthly technology fee for the cost of maintaining the technology infrastructure for Customer's deployment during the period of delay (the "Technology Fee"). The Technology Fee shall be payable monthly at the beginning of the month in which it is incurred. In the event that the duration of the delay does not exactly match calendar months, the Technology Fee will be prorated for the relevant month in which Launch occurred.

Branding. The Deployment will be branded as R-Transit powered by Via. The "powered by Via" banner must be used only in the exact format provided by Via and will be prominent on all assets promoting the Deployment, including (but not limited to) printed collateral, digital materials, websites, and any vehicle wraps. The "powered by Via" banner will have equal prominence on all marketing materials to any additional partner logos or trademarks. Via may provide pre-approved brand assets and guidelines that must be complied with in all marketing communications distributed by the Customer.

Additional Terms.

1. Use Rights.

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 (a) Use Rights. Subject to the terms and conditions herein, Via will provide the Services, as defined herein. The Services will include all related services, functions or responsibilities not specifically described in this Agreement, but that are required or reasonably necessary for the proper performance of the Via Solution in connection with the Customer transportation service. Via will grant Customer subscription, access, and use rights ("Use Rights") for the specific applications and deployment types identified in this Order. (b) License to the Applications. In connection with the provision of the Via Solution, Via provides a limited, non-exclusive license during the Term to Customer to the applications for use with the devices for the Customer transportation service and sublicense to riders, drivers and local operators, subject to the terms set out in Via's Privacy Policy and Terms of Use. Customer shall be solely responsible for displaying a privacy policy to riders and ensuring it contains terms that are both compliant with applicable law, and sufficient to permit Via and its agents to lawfully perform hereunder.

2. Disclaimer. Notwithstanding anything to the contrary express or implied in in this Agreement, Via shall have no liability to Customer or any passenger (including no duty to defend, indemnify or hold Customer harmless) for any Transport Incident where "Transport Incident" means any accident, incident or other situation involving any Passenger (including negligent, willful and/or criminal acts and omissions), Device, vehicle or equipment employed by Customer in the use, provision or servicing of the Customer Transportation Service and/or any employee or agent of Customer operating such vehicle, Device or equipment or otherwise acting on behalf of Customer (including the acts and omissions of such employees or agents while using the Application or viewing or using any device from which the Application is displayed). Transport Incidents include actual or alleged violations of Applicable Laws and the Transportation Law components thereof.

3. Compliance with Applicable Laws. Prior to launch of the Deployment, the parties will work together to ensure compliance with all applicable laws and regulations, including The California Consumer Privacy Act.

This Order shall be governed by the terms and conditions set forth in the City of Richmond Standard Contract signed between the parties, as of October 1, 2021 haveen the panies, as of COmber 1, 202g belte "Te pas"), Capitalised Termssed herein and not othervise defined shall

NOMAD TRANSIT LLC CITY OF BICHMOND
- DocuSigned by:

By: Alex Lavoie By: Eduardo Martines
Eduard Martinez
Name: Name:

Title: Manager Title: Mayor
Date: 3/1/2023 Date: 4/11/2023
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 Appendix 1 to Service Order
VOC use and Data Sharing
Authorized Users
Exhibit 1.

Core Team
Title: Transportation Services Project Manager Name: Denee Evans Name: Mary Cummings
Name: Deborah Dabbs
Customer to provide details no later than one month prior Customer to provide details no later than one month prior to Launch to Launch
Customer Core Team will be granted suitable permissions to allow them to manage and authorize access of additional Customer personnel as secondary users ("Secondary Users") to the VOC. All Core Team and Secondary Users will be subject to Customer's confidentiality and non-disclosure obligations, as described in the Terms. For the avoidance of any doubt, Customer's Core Team operation of the Deployment and in compliance with applicable privacy legislation and removing any Secondary User access once it is no longer needed. Via retains the right to deny or revoke any Core Team or Secondary User access if Via suspects that such access may be causing or have caused a breach of the Terms, or any user guidance Via issues from time to time.

Authorized Operators
Customer may not provide access to the Via Solution to any third party except with Via's prior written consent. In the event that Customer wishes to engage a third-party operator ("Operator") to operate the Deployment, Customer shall provide Via a copy of an Operator Acknowledgement Form in the form required by Via, duly executed by such Operator, as a prerequisite for Via's allowing the Operator access to the Via Solution. For the avoidance of doubt, no Operator will be allowed access to the Via Solution without having signed the Operator Acknowledgement Form. Customer Core Team will be responsible for grant of VOC permissions to the Operator's team, which will be considered Secondary Users for all purposes. As between Customer and Via, Customer shall remain responsible for acts and omissions of any Operator as it relates to Operator's access to the Via Solution.

Data Sharing Plan
As part of the Deployment, and as detailed below, Via will make access to data available to members of the Customer's Core Team, and any above-authorized Customer's Secondary User(s) and/or Operator(s), for the purpose of research and program evaluation for the duration of the Term. The data will be accessible in the VOC and may not be shared through any other method unless otherwise authorized in writing by Via. Any and all data made available under this Order are trade secrets of Via, and subject to the confidentiality and other protective provisions set forth in the Terms at all times. Customer may not share any such data with anyone not authorized in accordance with this Appendix 1.

To protect Via's Intellectual Property Rights and the privacy of riders, Via will provide the following data tables and dashboards in the form of aggregated reports and data tables to Customer through VOC:

Service KPI Dashboards: Visualized dashboards and graphs of Key Performance Indicators. These dashboards provide a high- level view of the overall service performance across a number of metrics and periods of time. Dashboards are available for download as jpeg files or in raw form as excel spreadsheets. • Data Generator: Set of tables with granular raw data about the service that are available for download as excel or cv spreadsheets.

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 The reports will be refreshed daily. The reports are aggregated and any information about individual riders is de-identified. [Additional off-the-shelf reporting may be made available to Customer upon request at Via's discretion. Customn reports will need to be scoped and may come at additional cost.]

SERVICE KPI DASHBOARD
Dashboard Report Metrics
Service Operations
Metrics & Graphs • Total ride requests
• Requests during service hours
• Met Demand
• Met Demand Rate
• Completed rides
• Completed Rides Rate
Detailed Ride Requests Status
Active Riders
• Driver Hours
• Utilization
Rider Experience • Average Ride Duration
Metries & Graphs • Average Ride Rating
• Average Pickup Walking Distance (corner-to-corner services only) Aggregation Rate
Average ETA
• Dropoff Time Requested vs. Scheduled"
• Dropoff Time Scheduled vs. Actual*
• Pickup Time Requested vs. Scheduled*
• Pickup Time Scheduled vs. Actual*
*Pre-booked rides only
Rider Growth Accounts Created
Metries & Graphs Active Riders
Total Riders Who Requested a Ride
Total Riders Who Completed a Ride
• Completed Rides Per Rider
Ride Rating Avg. Ride Rating
Metries and Graphs • Total Bookings with Ratings
Percent Bookings with Ratings
• Total Five Star Ratings
• Percent Five Star Ratings
Label per Rating
• Rating Distribution
Advanced • Request Source
Prebooking Metrics Recurring Type
& Graphs Hours Booked in Advance
(prebooking only) • Hours Canceled in Advance
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365

DATA GENERATOR
Table Data Columns
Ride Request Table • Request Creation Date & Time
• Request ID
• Request Status
• Rider ID
Wheelchair Accessible
Booking Method
Number of Passengers
Booking type (PB+OD only)
Origin Address
Origin Lat + Long
Destination Address
Destination Lat + Long
Actual Pickup Time
• Cancelation Time
. No Show Time
Ride Price
Ride Distance
Ride Duration (min)
Ride Rating
Rider Activities Rider ID
Table :

Account Creation Date
Total Requests
• Total Completed Rides
• Total Cancellations
Total No Shows
Drivers Table
• Drive ID
Driver Name
• Driver Email
• Active Status
• Total Shift Hours
Avg. Shift Hours Per Day
* Ave Shit Housfom First Assieument Per Day
• Avg. Break Hours Per Day
Total Accepted Rides
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 • Avg. Rating From Riders
Vehicles Table • Vehicle ID
• Active Status
• Visual ID
• Short Visual Identifier
• Maker
• Color
• Vehicle Capacity
• Max Capacity
Wheelchair Capacity
NTD S-10 Report • Service Date
Available upon • Day of the Week
request for required Vehicles Operated in Maximum Service (VOMS) reporting to the • Actual Vehicle Hours
FTA. (United States Actual Vehicle Miles
only Vehicle Revenue Hours
Vehicle Revenue Miles
Unlinked Passenger Trips
Passenger Miles Traveled
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 Appendix 2 to the Service Order
Sample Invoice

CONFIDENTIAL
avIa Invoice
Date
Invoice #
[VIA ENTITY NAME]
Via Transportation, Inc. Terms Net 15
10 Crosby Street, Floor 2 Due Date
New York NY 10013 United States PO #
Billing Period
Bill To
[Partner] [Address]
Description Rate Quantity Amount
[Description of the Fee: Vehicle Fees, Ride Fees and/or Total Vehicle Hours] Total
Tax Code Summary
Please make checks payable to:

P.O. Box 7410493
Chicago, IL 60674-0493
Wire Instructions:

Bank of America, N.A.
222 Broadway,
New York, NY 10038
Wire Routing # - 026009593
ACH Routing # - 021000322
Account # - 483065995955
Swift Code - BOFAUSN
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 CCPA and CPRA Service Provider Addendum
This CCPA and CPRA Addendum (this "Addendum"), effective as of [Date], is incorporated into and forms part of City of Richmond Standard Contract signed between the parties, as of October 1, 2021, as well as all subsequent service orders, renewals, and amendments (collectively, the "Agreement"), entered into by and between City of Richmond ("Customer") and Nomad Transit LLC ("Service Provider").

The parties acknowledge and agree that Service Provider is a service provider for the purposes of the California Consumer Privacy Act (the "CCPA") and California Privacy Rights Act (the "CPRA"). Service Provider certifies that it (i) understands the rules, restrictions, requirements, and definitions of the CCPA and CPRA, and (ii) understands and will comply with the restrictions set forth in the CCA, CPRA, and this Addendum.

With respect to personal information collected and processed by Service Provider pursuant to the Agreement (the "Personal Information"), Service Provider shall not:
(a) Sell the Personal Information;
(b) Share the Personal Information for cross-context behavioral advertising purposes; (c) Retain, use, or disclose the Personal Information, except as necessary for the specific business purposes listed in (i) to (vi) below or any other business purposes specified in the Parties' Agreement or as otherwise permitted by the CCPA or CPRA:
i. Performing the services described in the Agreement, which include but are not limited to the maintenance and servicing of user accounts, provision of customer service and support, processing of transactions and payments, verification of user information, provision of analytics services, data storage, training, and the fulfillment of similar services on behalf of the Customer; ii. Ensuring security and integrity of services, including but not limited to debugging and otherwise repairing the services to restore intended service functionality; iii. Undertaking internal research for technological development and demonstration; iv. Undertaking activities to improve, upgrade, or enhance the services; V. Short-term transient uses, provided that personal information is not disclosed to third parties (i.e., parties that are not themselves service providers or contractors) and is not used to build a consumer's profile or otherwise alter the consumer's experience outside their current interactions with the business; and
vi. Advertising and marketing services, including the auditing of such services, as authorized of directed by the Customer, and as permitted under the CCPA or CPRA. (d) Engage in any activity prohibited by any other provision of the CCA and CPRA currently in effect.

Service Provider claims no ownership or other proprietary rights in any of the Personal Information. Customer grants Service Provider the right to access, modify, and use the Customer Data for the purpose of performing Service Provider's obligations under the Agreement, including to provide the Services and incidental to providing the Services, to improve the DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 Services, and to create derivative works, including aggregate consumer information and deidentified data, to the extent such uses are permitted by the CCPA and CPRA.

Service Provider shall notify Customer if it determines that it can no longer meet its obligations under the CCPA or CPRA.

Customer has the right, upon notice of at least sixty (60) days, to take reasonable and appropriate steps to stop and remediate any unauthorized use of Personal Information.

For purposes of this Addendum, the terms "personal information," "service provider," "third party," "contractor," "business purpose," "commercial purpose," "cross-context behavioral advertising," "deidentified," "sell," and "share" are as defined in the CCPA and CPRA. "CCPA" and "CPRA" refer to both the statutes and any implementing regulations that are in effect.

Capitalized terms used but not defined herein shall have the meanings set forth in the Agreement. In the event of any inconsistency between the provisions of this Addendum and the Agreement, the provisions of this Addendum shall control.

NOMAD TRANSIT LLC CITY OF RICHMOND
By: — DoouSigned by: By: - Doousigned by:

Alex lassie Eduardo Martines
- 7652878C824421... - 086C427828C48...

Name: Name:

Eduardo Martinez
Alex Lavoie
Title: Title:

Manager Mayor
Date: Date:
4/11/2023
3/1/2023
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 Date: Date:

DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 NOMAD AANS, Letween the Gily of Richmond and
Amendment No. TP.O./Contract No.
5755

AMENDMENT PROVISIONS (AMENDMENT HISTORY)
The first Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on May 7, 2022
following provisions (check those that apply):

Increased contract payment limit by $ 338,231.00 _for a payment limit not to exceed $ 1,338,231.00
Term Amendment (insert new termination date):

Service Plan
The second Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on December 6, 2022 for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ 312,500.00 _for a payment limit not to exceed $ 1,650,731.00
L Term Amendment (insert new termination date):_
Service Pian
The third Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on _for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ for a payment limit not to exceed $ 1.650,731.00
Term Amendment (insert new termination date):_
Service Plan
The fourth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on for one or more of the following provisions (check those that apply):

Increased contract payment limit by$ for a payment limit not to exceed $1,650,731.00
Term Amendment (insert new termination date):

Service Plan
The fifth Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on_ _for one or more of the following provisions (check those that apply):

Increased contract payment limit by $ for a payment limit not to exceed $ 1,650,731.00
! Term Amendment (insert new termination date):
• Service Plan
.......