DocuSign Envelope ID: 1A278702-88E7-4D10-8BB4-A706EDAE36075F
CITY OF RICHMOND
STANDARD CONTRACT
Department: Transportation Services Project Manager: Denée Evans Project Manager E-mail: *Project Manager Phone No:
[email protected] (610) 621-1718
PR No: Vendor No: P.O./Contracl No:
Description of Services:
Technology and technology-enabled integration services for On Demand Local Electric Shuttle The partles to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Partles. The partles to this Contract are the City of Richmond (herein referred to as the "City" and thomla iranian 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 Californla corporation, L limited liability corporation general partnership, | limited partnership, L J Individual, L.J non-profit corporation, Individual dba as [specify:].
other [specify: Delaware CLC
2. Term. The effective date of this Contract Is October 1, 2021 and it terminates July 7, 2024 unless terminated as provided herein.
3. 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.
4. 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 contalned or incorporated herein.
City's Obligations, City shall make to the Contractor those payments described in the Payment Provisions (Exhlbit 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: 1A278702-887-4D10-BBB4-A706CEDAE365 75F 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 contalned or Incorporated hereln.
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.)
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 altest the parties' Contract hereto:
CITY OF RICHMOND CONTRACTOR:
a municipal corporation Nomad Transit, LLC
-DosuBigned by:
By: Thomas the Bull
(* 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: 1077/2021
-Docusigntdby:
(Pamela (leristian
(* The Corporation Chief Financial Officer,
Secretary or Assistant Secretary should sign below)
Approved as to form:
By: _
By: teresa Stricker Title:
Date Signed:
code Section 313, If Contractor is a corporatio
r nonprofit organization, this Contract (1) mus
)e signed by (a) the Chairperson of the Boar
resident or Vice-President and (b) the
Secretary any Assistant Secretary, the Chief
Financial Officer or any Assistant Treasurer
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit C
Special Conditions Exhibit E
Insurance Provislons Exhibit F
Standard ContracVEJ/TE 9-26-07
DocuSign Envalope ID: 1A278702-88E7-4D10-BBB4-A708CEDAE365 7SF For the Contract between the City of
EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the Transportatlon 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 Envolope ID: 1A278702-88E7-4D10-BB81-A706CEDAE365 $75F For the Contract between the City of
Rishrag tanst, LLO
EXHIBIT B
PAYMENT PROVISIONS
{PLEASE NOTE THAT THE CITY OF RICHMOND SHALL NOT PAY FOR SERVICES
THAT EXCEED THE CONTRACT PAYMENT LIMIT UNLESS A CONTRACT
AMENDMENT HAS BEEN APPROVED BY THE CITY COUNCIL OR THE CITY
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 involces 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, Denée 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 obtalned 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 courler 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 hollday recognized by the federal government or the State of California.
CITY hereby designates as Its Authorized Representative the Project Manager whose name and address are as follows:
Denée Evans
City of Richmond
440 Clvic Center Plaza, 2nd Floor
Richmond, CA 94804-0046
1.2 CONTRACTOR hereby designates as its Authorlzed 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
Docusign Envelope ID: 1A278702-88E/-4D10-BBB4-A706CEDAE365 75F
EXHIBIT D
GENERAL CONDITIONS
1. Independent Contractor: Contractor acknowledges, represents and warrants that Contractor is not a regular or temporary employee, jolnt 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, graphlcs or other materials prepared for or obtained pursuant to this Contract, which, upon request, are to be dellvered to City within a reasonable time, shall be deemed assigned to City. If applicable, Contractor shall prepare check prints upon request. Notwithstanding the foregolng, Contractor shall not be obligated to provide to Clty 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 activitles 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 activitles 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 sald license and the right to make, have made, copy, modify, make derivative works of, use, sell, General Condillons/EJ/TE 01-19-11 1 of 13
Docusign Envelope ID: 1A278702-88E7-4D10-BBB4-A708CEDAE365 i75F Import, and otherwise distribute under all applicable Intellectual properties without restriction of any kind sald 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, specificatlons, oaths, assignments, recordations, and all other instruments which City shall deem necessary in order to apply for, obtain, malntaln 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 Clly, 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 pertalning 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 properly, 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 pald to Contractor.
General Conditions/EJ/TE 01-19-11 2 of 13
DocuSign Envelope ID: 1A278702-887-4D10-BBB4-A706CEDAE365 75F 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 avallable 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 perlod. Upon request, CONTRACTOR shall make these records avallable to authorized representatives of the CITY, the State of California, and the United States Government.
Contractor shall keep full and detalled 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 perlod 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 Exhiblt A, and any and all data relevant to this Contract at any reasonable time for the purpose of auditing and verifying statements, involces, 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 sald 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-A706GEDAE365 175F 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 perlod of three (3) years after flnal 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 ether 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 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, sald 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. Sald 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 Condiions/EJ/TE 01-18-11 4 of 13
Docusign Envelope ID: 1A278702-88E7-1D10-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 professional licenses, certifications, 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 materlal breach of this Contract and grounds for immediate termination by Clly; 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.
General Condillons/ES/TE 01-19-11 5 of 13
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 :75F
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, sustalned • 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 avold 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 Clty official or employee has any economic Interest, as defined in Title 2, Californla Code of Regulations §S 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 forfelted 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 Sectlon 2782.8(a) and Contractor is a design professional, as defined in Californla 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.
Liabilitles subject to the duties to defend and indemnify include, without limitatlon, any and all claims, losses, damages, penalties, fines, and Judgments; assoclated 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 clalms, 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 of omissions, ultra-hazardous activities, activities giving rise to strict liabllity, 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.
(o) 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 terminaton 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 Condillons/EJ/TE 01-19-11 7 of 13
DocuSign Envelope ID: 1A278702-887 4D10-BBB4-A706GEDAE365 ,75F responsiblity for the safety of Contractor's employees and any subContractor's employees. If a death, serlous 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 sald Exhibit F.
18. Non-Llability of Officials and Employees of the City. No officlal or employee of the City shall be personally liable for any default or liabllity 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 bodles or tribunals, with respect to this Contract, Including without limitation environmental laws, employment discriminatlon 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 compllance with the Living Wage Ordinance. Also as prescribed in § 2.60.070, Contractor shall notlfy 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 orlentation, religious creed, natlonal 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 avallable on the City's website at
http://www.ci.richmond.ca.us/workplacepolicies. Contractor agrees to ablde by the terms and conditions of said policies.
20. Limitations upon Subcontracting and Asslanment. 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 01-10-11 8 of 13
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE366 ,75F under this Contract and shall not assign this Contract, nor any portion hereof or monles 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 prfor to the executlon 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 of joint-venture.
21. Integration. This Contract constitutes the entire agreement between the partles concerning the subject matter hereof and supersedes any prevlous 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 prevall 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 hereln 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, and 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, rots, 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 Imited 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 recelving services, except as may be required in the administration of such service.
General Condilions/EJ/TE 01-19-11 10 of 13
DocuSign Envelope ID: 1A278702-88E7-4D 10-BBB4-A706CEDAE365 75F
29. Third Parties. Nothing herein shall be interpreted as creating any rights or benefits in any third partles, For purposes hereof, transferees or assignees as permitted under this Contract shall not be considered "third partles."
30. Governing Law. This Contract shall be construed in accordance with the law of the State of Californta 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 fallure 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 clalms 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 contalned 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 dellvery; 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 Condilions/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 enforceabllity 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 llable to City if he or she is not duly authorized to enter into and execute this Contract on behalf of Contractor.
37. Walver. The waiver by City of any breach of any term or provision of this Contract shall not be construed as a walver 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 relleve 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 fallure 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 servloes 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 Callfornia, 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 remedles which Clty may have, Contractor shall, at Its own expense, correct any services which fall to meet the above standard.
General Condittons/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 Clly a Release and Certificate of Final Payment.
40, Survival. The rights and obligations of the partles 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 Condillons/EJ/TE 01-19-11 13 of 13
Docusign Envelope ID: 1A278702-88E7-4D10-BBB4-A70BCEDAE305 | 75F For the Contract between the City
of Riskraendans, 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 Vla Transit as a Service.
Please see the following page for Via's comments on Richmond's standard contract.
DocuSign Envelope ID: 1A278702-80E7-4D10-8BB4-A706CEDAE365 175F 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? ine nghts to applicable plans, drawings, reports, calculations, data, specifications, videos, graphics or other materials prepared for ex-obtained persuant 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, indemnity, defend and hold harmless City fron and against any discovery or Public Records Act request seeking the disclosure of suct 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 Contractot. No right, title or interest in or to the Via Solution or any portion thereot 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 Light 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 o 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. I* the-event of deonfliet between the terms nad conditions of nay two or more Exhibits ex attaehments hereto, these prepared by City shall prevail over those prepared by the Contrnetex, and the terms-att conditions preferred by the City shall prevait over these 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 Envelopo ID: 1A278702-B8E7-4D10-BBB4-A706CEDAE365 175F
MASTER TERMS AND CONDITIONS FOR VIA TRANSIT AS A
SERVICE
THESE MASTER TERMS AND CONDITIONS FOR VIA TRANSIT AS A SERVICE (those "Terms and Condittons" of this "Agreemont) are entered into as of the effective dale designaled on the signature page hareto the "Effactive Date") between NoMad Transf LLO, a Delaware miled ability company will ils prinolpal office located al 160 Varick Street, 1 Floor, New York, NY 10013 ("Service Provider), and The City of Richmond a government entily localed at 440 Civic Center Plaza, Richmond, CA 94804 My stet ar, Defined torns have the meaning siven to them In Seation 14 or in the Sollon I which 1, BACKOROUND AND PURPOSE
Via Background, Vla Transportation, Inc, ("Vla"), the parent company of Service Provicer, is the o aslablish, monitor, operale andlor manage on-domand tranalt networks (the "Vla Solutlon") that it Lise:
lo provide customers with lechnology and technology enabled Integrallon services, acling as a broker coordinating the services of third parly service providers to effectuate pubile or privale transportation helworks (colleclivaly, the "Servloes"),
Purpose; Ordering. The purpose of these Terms and Conditions Is to provide a framework under which Sarvice Proviler will provide lo Customer the Services. These Terms and Condilions shall govern the provision of Servicos by Service Provider lo Customer as described in the service order allached hereto and any olher service order signed by Service Provider and Customer (each, an "Orcer").
2. THE SERVICES.
21 The Services.
(a) The Services. Pursuant to one or more Orders, the parlles Intend that Service Provider shall provie the Servloes desoribed 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 parles will enter Into a mutually agreed statement of work and atlach It to the appllable Order (each, a "Statement of Work" or "SOW"). Each Order or SOW, as headed, will set forth the parloulars of the Services for each cily or localily in which Customer Intends to operale the Vla Solution in connection with the Servioe, as specified In the Order.
(b) Acklitlonal Servicos. From tIme-lo-lime Customer may desire to engage Service Provider to perform additional services, such as development of produot features andor services direolly relaled lo the Via Solution which fall oulskle the soope of the Services, In such cases, the parlles will negotlate toward polential execution of such SOWs as are Jointly determined to be appropriate. All such services describeci in this Seclion 2.1(b) are roferred to collectively as, the "Addlitional Services", The Partles shall agree upon a blended hourly rate for Servloe Provider to bill Customer for performing such Additional Servloes under the relevant SOW. Service Prover shall consider proposals for such Adlitional Services in good falth but Is under no obligation to perform the Aditional Servloes If an SOW cannot be agreed upon with Customer.
(c) Goneral Terms, All references to Orders Inolude their SOWs, Service Provider shall provide the Services to the Customer In accordance with the relovant Order beginning on the Effeolive Date and continuing throughout the Term, In accordance with the forms of this Agreement. The Services to be dellvered lo the Customer are set forth in the relevant Order as may be amended through written agreement between Service Proviler and the Customer from time to lime during the Term. All Services to be performed by Service Provider shall be in accordance with the applicable Order executed by Servloe Provider and the Customer and Service Providors obligations under Seotlon 9.1 (Regulalory Compliance). Service Provider's provision of the Services reques such reasonable and timely cooperation as Service Provider may require of the Culomer, Including access to the Customer's Informatlon, personnel, and/or systems, and Service Provider shall not be responsible for any fallures or delays caused by the Customer's fallure lo so cooperate or any inacaurale Informalion provided by or on behalf of the Customer. Unless an Order has different acceptance terms, Customer will accept the Services and any resulting delverables upon 9g28401210
Docusign Envelope ID: 1A278702-88E7-4D10-BBB4-A708CEDAE365 ,75F
5.1 Torm: Duration of Right to Placo Orders, "The Cuslomor's right to enter Inlo Orders under these Terms and Conditions commences on the Effective Date and continues, unless earler terminated pursuant lo this Section 6, for so long as at least one Order remains continuously In effect (the "Term").
6.2 Termination,
(a) If an obligation under this Agreement or an Order Is materally breached, the non-breaching parly may provide written notle speollying the nature of the breach and the breaching parly will have thirly (30) days from recept of notice to cure, If not so cured, the non-breaching parly may lerminate the applicable Order or Orders affecled by the breach by provkling a second wrillen notle of Immedlate termination, In addition, all Orders, Including all Services under them, shall terminale aulomatically and Immedlately upon elther parly's insolvency or any altempt by elther party to oblain protection from creditors or wind down operallons, unless olherwise agroed by the opposing parly in a writen notlce, If an Order is terminated by ether parly or expres pursuant to its torms, then Customer must pay any outstanding amouns due to Service Provider, and all coples and embodiments of Service Provkler's Confidentlal Information (Including the Vla Solution) must be retumed, Unless an Agreement Is terminaled by Cusloter under this Sectlon 5 as a result of Service Prover's uncured materlal breach, no explration or termination of this Agreement will affact Customer's obligation to pay for Service Provider's non-cancelable obligalions to third parties on behalf of or benefiting Customer;, all of which will remain due and payable by Customer in accordance with the terms of the appicable Order. The notification by ether party of Is Intent to terminate this Agreement and/or any Orders does hot relleve other party of any obligations that have accrued on or before the date on which termination becomes effective.
6. CONFIDENȚIALITY AND DATA SECURITY.
6,1 Confliontiality.
(a) Non-Disolosure Obligations, Confidential Information may be provided or disclosed by one parly (the "Disclosing Party" orally, in writing or in graphical, machine-readable or olher form to the other parly (the "Recolving Party"), The Rocolving 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 Parly 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 simllar obllgallons of confidentally as set forth heren and have a need to know the Confiential Information so disclosed.
The Recelving Parly shall handle all Confidental Information received with the same degree of care as l uses to malntain the confienliallly 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 exolusive broperly of the Disclosing Parly and other than the licenses expressly granted in this Agreement or another ... agreement belween the parlies, no disclosure or permitted use of the Confidentlal Informallon under this Agreement shall be construed as the grant of any right, lille or interest, by license or otherwise, In or to the Confidentlal Informalion. The remedy at law for breach or threatened breach of this Seotion 6,1 shall bo inadequale, and in addition lo any other remedy avallablo, the non-breaching parly shall be entitled to seek Injunctive rellef, In the event that Customer recelves a request for Service Prover's Confidentlal Information, including this Agreement and the terms and conditions contained herein, under the Freedom of Information Act ("FOIA") or any simillar law, Customer agrees lo provide Servlce Provider timely notice of such a request and to assist Service Provider in seeking to protect its Confidential Informalion under any appllcable exemptlon for trade seorels, to the extent possible under Applicable Law. (b) Exclusions. The Receiving Parly shall have no obilgation under Seotion 6,1 wlth respect lo any Confidential Information disclosed lo it which: (I) the Receiving Parly can demonstrate was already known toll at the time of ils recept hereunder; (i) Is or becomes generally avallable to the pullo other than by means of breach of these Terms and Conditions or any other agreement any party may have with the Disclosing Parly; (Ill Is Indopendently obtalned from a hird parly (other than any authorized reciplent) whose disclosure lo the Recelving Party does not vlolale a cuty of confidentially and does not require further restrictions on such disclosure; or (lv) Is Independently developed by or on behalf of the Receiving Parly without use of, reference to or rellance on any Confidential Information of the Disclosing Parly, and such Independent development can be reasonably evidenced by the Receiving Parly, In acklition, the Recelving Party may make disclosure of Confidential Information In a Judical, legislative, or administratlye Investlgation or proceeding or to a government or other regulatory agenoy; provided that, to the extent permitled by, and praceable under, the coumstancos, the Recolving Parly shall provide lo Disclosing Docusign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 ,75F The limilallons and exclusions In this Section 8.3 apply to all claims or causes of acton under whalovor theory brought and regardless of whother a parly was advised of the possibilly of the clalm.
B.4 Insurance Service Provider shall oblain and mainlan during the Term, with financally sound and repulable Insurers having A.M. Bost ratings of al least B (Ill) or beller, policles of Insurance customary for the cellvery of lechnology and services similar to the Services Including commorcial general labilly, allo labilly and professional liability. All such insurance shall be primary and not contributing with any Insuranco coverage mainlalned by Customer. Customer will recelve advance writlen notice in tho ovont of a cancellation or malerial change in any Service Provider Insurance polly herender. Where pormissible, (o.g, pollales other than professional liablly), Service Provider Wll name Customer as an adonal insured.
9. REGULATORY GOMPLIANCE,
Service Provider's Obligations, Service Providor shall at all times carry out and provkle the Services In compllance with all Appleable Laws, For any change in the Services required by a change in Apploable Laws, Service Providior shall milligate the adverse effects of such change Including minimization of increase in costs of the Services arising therefrom. Without projudice lo the rest of this Section 9, Service Provider shall use commercally reasonable efforts to minimise any disruption caused by any changos in Applicable Laws Introduced pursuant to this Sellon 9, The Customer acknowledges and agrees that the Services horeunder do not include, and nether parly inlends that they be construed as inculing, any logal, financlal, lax or compllance advisory services with respeot to the Transporation Laws.
Customer's Obligatons. The Cuslomer shall comply with all Applicable Laws, Customer shall monior and enly changes in Applicable Laws (In any Jurisdiations In which Service Provider provicios the Servleson Customer's behalf which would Impact the use of the Services by the end-users and: (a) make such modifications to its internal processes and operations as it deems necessary to remain complant with such change In Apploable Laws; and (b) promplly notly Service Prover thereof so that the Customer Manager and Service Provider Manager may discuss any changes to the Servloes required for on-going compliance,
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 Vla Solution to countries subject to U.S. government embargo (as designated by the Office of Foregn Asset Control of the Treasury Department and persons listed on the prohibled persons list maintaned by the Bureau of Industry and Seourity of the Department of Commerce,
Anti-Bribery Laws. The Partles shall comply with all applicable anti-bribery Applicable Laws In connection wlth thel respective performance under this Agreement.
Consents: Pormits, Servioe Provider shall oblaln all governmental registrations, Icenses, permits, approvals and certiffcallons required by Applicable Laws for the performance of the Services heretinder and shall pay all governmental fees assocated therewith. Customar shall obtain all governmental registrations, icenses, permits, approvals and certiffcations regulied by Applicable Laws In conneclion witl this Agreement (Including each Order), as necessary to operate the transport network, and shall pay all governmental fees assoclaled therewith. Customer also shall oblain from its third party vendors, Icensors, supply-chan partners, ollents, oustomers, distributors or similar parles, any authorization or consent necessary for Sorvice Provider to access or ulize the goods, services (Including software or other proprietary materials), properly or factles of such parties If necessaly for Servlce Provider's performance of the Services.
10, ASSIGNMENT
Customer may not assign or transfer these Terms and Conditlons and/or any Order unless Customer makes a request In writing In advance and Service Provider consents in wilting, Servloe Provider may require Gustomer and the proposed assignee/transferee to agree to additional terms or pay additional feas. Any change of control of Customer shall be deemed to constitule a prohibited assignmont for the purposes hereof.
11. DISPUTE RESOLUTION: GOVERNING LAW.
cmage184000f6k210
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 ,75F
14. DEFINITIONS
"AAA" is ‹ elinad in Snction 11. Irado maks, sovico marks, take and basinnas namas, logos and trademark ighila, as well us all proprietary rights including trade "Acklillonal Servleos" Is cofined In Section 2,1(l)). sacrol), Know How, and morol righle finchacting the rights of autorship and alibution axi subseqtiont moxilicallon, all rights "Affillate" means, with rospoct to any spaciflod only, ony or fome of protection having an explivalent or similar maltro ly that drey or Indiracy, througal one or more anywhere In the world, Wholer i enforceabio, rogistored, Intermediarles, controis, Is controlled by, or is under common umogistored or registrable (including, where applicable, all control with, the onlily spacified, appicalions for registralion) and wholhor or no! ovilonced by contificales, applicalions or magistrollons lhorofor, and whellior "Agreomont" Is caflned in the proamblo, gronted provisomally or permanently, or upon inlial Issuance of upon rosstie, re-examinallon, (inision, extension, to continualion, "Applicable Law means i) any slattle, slalutory Instrument or In continuattonin-pant, and at all times furthor Inching all or any olher logistalle Instrument having lhe force oflaw; and goodwill assocated with o' such rights. (i)) any appilonblo judgmont of a rolovant coul of law which is a binding mocedent, la dach case In force al any ima dkusing "Know How" means all unpalented, socrol, subslantial and lhe Term. kientiflec know how, oxpelliso, technoal, operallonal or other Informalion including all rolled ideas, concapts, methods, "Conficiontlat Information" means Informalion, data or
materials in elther tangiblo or Intangiblo form that are Irado Inventions, discovortes, dela, formulae, procossos, methods, tochniques and spacifientions.
secrels of, or propriolary and condonlial to the Disolosing Parly or Its ollents or business parnors, lucking as tay bo "Lossos" moans all lossos, damagos, liabilites, doffelonolos, so designalod by saluto, rogutallon or common law noting clalms, nollons, ludgmonls, settlemonts, Interost, tards, by the form of the Unform Trade Socrols Act and privacy laws penalites, finos, fosts or exponses of whalever kind, Inoking adoped under applicable law, or which are matked as ronsonabla altoreys foos and the cost of onforcing any rght "Confidenllal" orwhich, by thor mature and the contoxt of ther demical herder and the cos of pursulag any disposure, aloud reasonably he known to be contidentini. Insuranco provktors, "Control means, wilh respect to any only, the possesslon, "Marks" means any word, mamo, symbo,, fogo, foni, or devico creally or indirecly, of the power lo direct or onuse the or any combinallon thoreof, ised lo kentify and dislinguls!! declion of tho mangonsent and polloles of atch onllly, goods or services from anolher source, Inakkiing tradomarks whether through the onership of voling secuties (or oller (both registored and unregisterol), domale nomes and londo ownership Intorosl), by contract or olhonwise. dross,
"Customer Inaldont" Is definod In Socilon B.2. "Orior" Is ‹elinod In Seclion 1.2. "Disolosing Parly" Is dolined in Sociion G.1(u), "Ridore" moans nolual or prospective rktors of tho Cuslomor's transpotlation nework.
"Export Lows" noans the Export Administratton Regulations, 16 C.F.R. 55730•774, tho Intornational Traffle In Arms "Ridor Data" means all dala that Is loul by or on bahalf of Rogulalions, 22 C.F.R. Parls 120-130, and sonctions Ridere Into the Vin Solulion. Porlous of tho Rider Dala may programs Implomonled by the Offico of Foroign Assuls Include personally klontifiable information.
Control of the U,S, Doparmont of the Tronsury and all similar laws or regulatons In euch applioublo Jurisdiotion and any "Rocolving Party" Is ‹ofinod In Soollon 6.1(a). amendmonls or roplacoments therefor.
"Sorvicas" Is dolinod In Sootion 1.1,
"Foes" is defined in Saction 4.
"Tarm'" is colined in Sootion b.1,
2202
:
glits under all patent applicalions, palents, lollors pater upplementary palont certitcates, Invonlors cortlAcales, continue "VIn Solilion" is definad in Seollon 1.1. examinalion, and oiler similar flings orslages thereof, rights Inund In rotallon to inventtons (whother ornot pntontabla), domain namos, SIGNATURES OF THE PARTIES APPEAR ON THE IMMEDIATELY FOLLOWING PAGE.
CBREANRAPQ6A310
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 ,75F .......... ..
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oRagei844ngfslat1 0
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 i75F For the Contract between the Cily of
Roshad anti, LLO
EXHIBIT F
INSURANCE PROVISIONS
During the entire term of this Contract and any extension or modification thereof, the CONTRACTOR shall keep in effect insurance pollcles 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
Docusign Envelope ID: 1A278702-88E7-4D10-B8B4-A706CEDAE366 ,75F - Exhibit F
_. Seoflon 8
•
City of Richmond - Insurance Requirements - Type G:
Transportation Providers
i all Instancos where a CONTRACIOR or Is rapresentatives wlli be conducting business and/or providing services, I ity requiras the following MINIMUM Insurance regutrements and limit CONTRACTOR shall procure and maintato for Lhe duralion of the contract, egreement, or other order for work, services or supples, Insuranco agalast claims for injurios to persons or damages to property which may arse from or in connection with the performance of the work herounder and the results of that work by the CONTRACTOR, Is agants, representalives, employeas or subcontractors. • all to intri fee eng road an are may be talked by tin :
City ne a matorial breach of contract,
CONTRACTOR agrees that In the event of loss due to any of the perls for which it has agreed to provida Commercial Genoral lability and Automoble Lability Insurance, CONTRACTOR shall look solely to Its Insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any Instrer providing Commorcial General Lability ahd Automoblie Mabilly Insurance to althor CONTRACTOR or CITY with respect to the services of CONSULTANT horen, a walver of any right to subrogatton wilch any such insurar of sald CONTRACTOR may acquire ugolnst the CITY by virtua of the payment of any loss under such insurance.
Orlolnal, sloned cortlicates and orglnal, separate polley arlorsements, naming the City as an additional insured for general and automoble lability, as well as a wolver of subrogation for Workars' Compensallon insuranco, shil be recalved ansi approved by the City bafore any work may bogin. However, fallure to do so shall not operate as a walver of these Insuranco regulromants,
City reserves the right to modly or require additional covarages for spacific risk oxposures depending on scope of CONTRACTORS work.
Minmum covarage is datalled balow, Tho policy lime of covarage shall be made avallablo to the full lolts of the policy, The minimum Irits staled harain shall not serve to reduce the polcy limits of covarago of CONTRACTOR.
Minimum scope of Insurance - the following forms shall be provided and coyorage shall be at loast as broad ns the following!
1. Insuranco Services Office Commerclal General ability coverage (ISO Occurrence Form CG 0001) dude coverage for bodly and personal injury, property damage, and products and complotad operations.
Insurance Services Office Automoble Leblily coverage (ISO Form CA 0001, Code I., Any Auto)
3. Orlalnul and Separate Additlonal Insured Endorsoments for General Liabilly (ISO Form CG 20 10 11/85 or Ils equivalent) with primary and not-contributory language,
1. Worers Compensation Insurance as required by the State of Calfornia incang Employer's ally 5, Original and Separate Wniver of Subrogation for Workers Compensation Insurance.
Rogured Coverage
Statutory limits as required by the State of Callfornia Including $i million Insuranco, If contractol Is a sola proprielor (has ho employes) that contractor must sign "Contractor Relense of Liabilily" found at:
http://www.clr/chmand.co.s/index.aspx?nidacd
Tyso 6- Pago 1 of 3 :
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DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 ,75F _Exhibit F
_ Section 8
City of Richmond - Insurance Requirements - ype 6:
Transportation Providers
:
General Liability
Cortune and oxes lils
allcy shall be endorsed to name the Cily of Richmond as an additlor sured per the conditions detolled belo
Automoblle Lubllity $5,000,000 per orcurrenco for bodily miny and property damage.
Holy shall be eudoise to name the Cly of Richund ns an adultana! Requirad Pollay Conditions
A. M. Best Rating A:VIl or Better, If the A.M. Bast Rating folls below tho regured rating, CONTRACTOR must replace coverage Immediately and provido notico to City, Additioned Insured Endorseinant Applicablo to General and Auto Lablity Coverago.
Ilmited to bodily ljury, deaths and propery damage or destructlon arising In any respact directly of Indirectly In the performance of this contract.
For general Habillty covorage, X50 form co 2010 (11/85) or Its agulvalent Is rogulrod. The endorsemont just not exclude producti and complotor operations coverago, If It does, then CG 20 37 (10/01) Is also requirad, SAMPLE Endorsomonts can be found ni htttw//www.chrlchmond.ca.us/imdex.ns0x?nid=61
Primary and Noncontributory The contractor's Insurance coverage must be primary coverage as it pertalts to the Cily, Its officers, officials, employees, agents and volunteers. Any tha laurne of the conta or ad is ty i rely a to aparate from les Walver of Subrogation ontractor's insurer will provido a Walver of Subrogation In favor of the Cl Endorsoment Form r Workers Compensation coverage during the life of this contra SAMPLE Endorsements can be found at
http:///www.c.richmond.ca.us/hndlex.nspx2nlde61.
Deductblos and Soff-insured Ally dedictible or aelf-insured retention must be declared to and approved Retentions by the City, At the option of the City either the Insurer shall reduce or eliminate such deductibles or solf-Insured retention as respects the City or the CONTRACTOR shall procure a financial guaranteo In an amotint equal te he deductible or self-Insured retention gustontacing payment of lossos anc related investigations, clalms administration and defenso expenses.
Fattion for sedi lost for satisfaction of the deduction end or and insured Umbrella/Excess Linhility Policios
If an Umbrella or Excess lability Pollcy Is uscd to meet the lablity Imils, coverage shall be as broad as spocified for :
uncarlying coverages and covar those Insured in the underlying pollcles Type 6 - Pago Z of 3
Revised: Septembor 2011 Page 847 of 1210
Docusign Envelope ID: 1A278702-88E7-4D10•BBB4-A706CEDAE36b •75F _ Exhibit F
Spction &
City of Richmond - Insurance Requirements - Type G
Transportation Providers
Cinims-Mado Policios
Subcontractors
CONTRACTOR shall include all subcontractors as Insured under Ite pollcles or shall furnish to the Cily for ravlew and approval, separate certificates and endorsements for cach subcontractor. All coverage for subcontractors shall be subject to all of the regurements stated herein.
CONTRACTOR agrees to defend and Indemnify the Cily of Richmond for any damage resulting to it from falkme of olther CONTRACTOR or any subcontractor to take out or maintan the required Insurance policies. The fact that Insuranco Is obtalnad by CONTRACTOR, and/or CONTRACTOR's subcontractors, will not be deemed to release or diminish Uhe labltity of CONTRACTOR, Including, without imitation, lability under the Indemnity provisions of this contract, Damages recoverable by CITY from CONTRACTOR or any third party will not be limed by the amount of the roguired insurance coyclago.
Voriflention of Covorago
All original cortificates and andorsements shall be received and approved by the City bofore work my beal. The City of Richmond reserves the right to require complate, cordilled coples of all required Insurance pollcles including endorsements affecling the coverage at any time,
Orlinal Insurance certificates and regured pollcy endorsoments shall be mallod, or dellvared to the Designated Project Manager for the City of Richmond,
Insurance certificates and endorsoments may be faxed lo the Desgnated Project Manager, Howaver, Contractor must mall tha original cortificatos and endorsemonts to Destgnated Project Manager once faxed, Continuons Coverage
CONTRACTOR shall maintain the rogured Insurance for the Ilfe of the contract, Shouk the CONTRACTOR cease to have insurance as required during this lime, all work by the CONTRACTOR pursuant to this agreement shall cease until Insurance acceptable to the City Is provided, In the ovont that CONTRACTOR falls to comply with the City'o Insurance regulrements, tha City may take such action as it deems necessary to protect thn Cly's interests. Such action may Include but Is not limited to termination of the contract, withhokling of payments, or other octlons os the CRy deems appropriate.
..-.
Canceliation
consistent with Puble Pollay
no minum atont necosty so that it me suing to be a protos forty sal be cold and event pret pointy to Typo 6 - Page 3 or 3
Revised: September 2011
DocuSign Envelope ID: 1A278702-88E7-4D10-B8B4-A708CEDAE365 ,75F 10012* CERTIFICATE OF LIABILITY INSURANCE
THIS CERTIOATE IS ISSURD 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 THIE COVERAGE AFFORDED BY THE POLICIES
DELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER, :
colffonto foos not confor righte to the porlitionto holdor In Hotlof such onorsamon(s). i risk services Northeast, Inc (866) 283-7122
B08, ком (800) 363-0105
Suito 270
sunny AFFORDING GOVERNOR
INSURED #SURERA Loyd's syndicate lo, 1909 M1120100
HESURER D:
ISURER 01
Rely York NY 10013 USA INSURER Da
INSURER EI
INSURER FE
COVERAGES CERTIFICATE NUMDER: 670007331018 REVISION NUMBER:
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISYED BELOW TAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLIOY PERIOD
INDICATED, NOTWITHSYANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRAOT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS Limils shown nre no routoslad
TYPE OF TSURANCE POLICY HUMDEN
COMMERCIAL GENERAL LUDILITY EACH OCCUAREN/CE
CLASS-AUE
MED EXP (Any osa parsin)
PERSONAL& AD JURY
ONLAOGREOATE LINT APPLIES PER: GENEVIL AGGREGATE
PRO.
POLICY JECT
COVATED SHOLEWIT
AUTOMODILE LUDRITY
Certificate No: 570087331819
ANYAUTO BODY INJURY ( Perpusen)
OWNED BODILY JURY (Por accident) ... ......
AVIOS PROPERTY SAGE
HONOURED
AUTOS ONLY tending)
UAONELLALIAL CS01G2000022 09/15/202010971572021 CAC)I OCCUARENCH 76,000,000 SYR applies por policy teres & condițions AGORROATE 56,000,000 EXCEOS LEAD CLAISES-MAOL!
DEO X RETENTION
WORKERS QOMPEJISATION ARO PER STATeD
EMPLOYERS' LINORITY
EL, EACHIACCIOENI
EL, AREASE FAENPLOYEH
ESCAPHONE OPESUTIONE eRON
:
CERTIFIOATE HOLDER CANCELLATION
AUTORED BEPRESEHYATIVE
Helmond ca 94804 USA
Nor Disto Panices Northese Para
@1088-2016 ACORD CORPORATION. All righte rosarvard.
ACORD 26(2010/03) Tho ACORD name and foge ara rogistered marke of ACORD
Docusign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 75F CORD® CERTIFICATE OF LIABILITY INSURANCE
6/14/2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER, THI
DERTIPICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMUND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIEL No. No. Mixu: 603-507-5000 100,t1): 563-503-7330
THAI
1D0R058
#SUnERALPacle listenoo Company, Linillad 10010
ISURED INSURER 131
NoMad Tranall, LI.C
0 Croaby Streol, Floor: ISURER O1 i
low York NY 10016 INSURENDI
INSURER EL
INSURER F1
COVERAGES CERTIFICATE NUMBER: 1777128731 REVISION NUMBER:
THIS IS TO CERTIFY THAT TRE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR TRE POLIOY PERIOD
INDICATED, NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPEOT TO WHICH THIS
CERTIFIGATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFOROED UY THE POLICIES DESCRIDED HERGIN IS SUBJEOT TO ALL THE TERMS, EXCLUSION ANN POLES LIMITS SHOWN MAY HAVE BEEN REDUDED BY PAID OLAIMB.
ADDLISUBA
TYPE OFINSURANCE ISO SYD POLICY NUMBER
X COMMERGIAL GENERAL. LADLIYY 01YR3 OH0103 0/16/2020 10/1/2021 EACH OCCUARENCE $ 1,000,000 DANAUL TO RENTED**
PREMISTS (NO OCOnCO) $ 100,000
MEO EXP (Any one person) $5.000
PERSONAL KADYINJURY $ 1,000,000
QUNI. AGOREOATE LIANT APPLIES PER: GENEIL AGGREOATE $ 10,000,000 POLlOY SAU /Loo PRODUS, COMPTOP AGO $ 10,000,000
OTHER!
AUTOMOBİLELIABRITY 01YR2 OH0186 0/16/2020 10/1/2021 OR ANGELIST $ 1,000,000 pascideni
ANY AUTO BODILY INJURY (POt poIson)
SCHEDULED BONLY INJURY (Pot accidonl)
AUTOS ONLY
ASS OILY SOVERED OPERTYDARAG
AUTOS ONLY i accidor
/Symbol 10 X Potlod 2&3
UNDRELLA LIAU OCCUR EACH OCCURRENCE
BACHS LEAD AGGREGATE
DEO RETENTIONS
WORKERS COMPENSATION TERE
AND HAPLOYERS LIABILITY YIN
E.L.. EACHACCIDENT
H/A
EL. DISMASH •EA EMPLOYEE 1.
LEL PISEASE • POLIDY LIMIT S
i
GERTIFOATE HOLDER CANGELLATION
•
48 FoCalled Plaze
Richmond CA 94604 AITHORIZFDREPRESENTATIVE
1D88-2016 ACORD CORPORATION. All rights roarvost.
ACORD 26(2010/03) To ACORD name nd logo are roulstored marts 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 partles.
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 agencles, a payment processor and Insurance brokers and underwriters.
Nomad's Services will include:
Localization of a proprletary 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 smarlphone; • Access to the Vla mobile driver application for drivers to route and service rides through a smartphone or tablet;
• Establish relatlonship with vehlcle 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 Initlatives as described herein. • Data sharing and reporting as described herein.
Conflicts between this Service Order and any other terms and conditions or written agreements belween the partles 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 Condillons for Via Transit as a Service signed by NoMad and Customer (the "Terms").
Docusign Envelope ID: 1A278702-88E7-4D10-BBB4-A70GCEDAE365 i75F The duration of the Pilot shall last for a perlod of 22 months following the launch date (the InItial Term"), subject to extension by mutual agreement of the partles 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 avoldance 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 recelved or registrations completed. Upon recept 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 wrlting ("Launch Date"). Delivery timellne of the Services that are dependent on data from third partles (such as multimodal integrations) will be determined in writing once NoMad has recelved all relevant data from such third partles.
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 Plot shall include a fleet of vehlces as described In Section 4, Service Parameters, subject to extension by mutual agreement of the partles on terms to be agreed (Including any change In fees). The total contract value shall not exceed $989,227 for the Intial Term.
Cleon Mobility Options: Vin Total Contract Value
Price per Driver
Hour Prico per Ride Total Price
N/A $14,667
$11,667
$7.48 $92,013
$2.75 N/A $33,847
$57.73 NIA $710,497
$6.94 N/A $85,45G
$50,045
$971,068
$0.10 $2,702
$0.10 $2,702
$9B9,227
12,308
Tolal Impiled Driver Hours (Weekly) 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-A708CEDAE365 7SF 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 Involce Fees
Customer shall pay the following fees to be involced 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 Involce 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 renegotlate the ongoing on-demand service hour fees.
Fare Revenue
Customer shail 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 Vehlole 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.
• Nomad will ensure acceptance of Rider payment through the app vla credit cards and pre- pald 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: 1A278702-80E7-1D10-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 avallable 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 pubilly accessible bathroom or shall come equipped with a port-a-potty,
5. Project Team & Governance
Nomad wlll be responsible for the integration of all relevant elements of the Plot on a continuous basis during the course of the Plot 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 declsions related to the Services and will serve as the primary point of contact with the Customer Project Manager on an ongolng 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 Ilalse with the Customer Project Manager over the key dellverables 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 IIcenses, 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: famillarization with the Plot 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 emall ticket, which will be replled to promptly by such customer support staff.
8. Marketing, Promotions, & Press
Nomad shall work closely with Customer to determine a unifled 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 complled 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 Plot, 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/graphlos in coordination with the Customer. • Create virality by providing an Intultive 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 promotlonal 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:
• Dovelop 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 avallable for Nomad's review and approval prior to the Launch Date.
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 175F • Implement community outreach plan by meeting with key organizations and community members ahead of Launch Date and throughout the duration of Pilot to educate, bulld 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 detalled 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 flexibillty to execute similar marketing Intlatives 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 avallable in formatted numerical and graphical reports.
For the avoldance of doubt, the information above constitutes proprietary trade secrets of NoMad and Vla and shall be subject to the confidentiality obllgations set forth in the Agreement.
VIA: NoMad Transit LLC CUSTOMER: THE CITY OF RICHMOND
-BonuSignad by:
Erin Abrams
Authorized Signature
Erin Abrams
Printed Name Printed Name
Manager...
Title Title
1017/2021
Date Signed Date Signed
Docusign Envelope ID: 1A278702-88E7-4D10-BBB4-A708CEDAE365 75F
CITY OF RICHMOND
CONTRACT AMENDMENT
Dopartment: 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 modifles the: (2id or subsequent amendments attach Amendment History page) Term, Payment Limit and Service Plan / Payment Limit and Service Plan Term and Service Plan
The partles to this Contract Amendment do mutually agree and promise as follows:
Partles. The parties to this Contract Amendment are the City of Richmond, Californla, a muncipal 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 _ corporation, _ limited liability corporation _general partnership, L jimited partnership, _ individual, _ non-profit corporation, _ Individual dba as [specify:]
V other [specify:] Delaware LLO
Purpose. This Contract Amendment is being entered into to amend the Contract between City and Contractor which was approved by the Clty Councll 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 • Sald contract shall hereinafter be referred to as the "Original Contract" and is incorporated hereln by reference.
Orlainal Contract Provisions. The parlies 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 Envelopo 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 Maintaned. 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 Maintaned, Pursuant to the Original Contract, the Contractor shall provide the City with updated Insurance certificates, and the Contractor shall maintaln insurance coverage, for this Contract Amendient to be deemed to be in effect.
Signatures. These signatures attest the parties' agreement hereto:
CITY OF RICHMOND, CALIFORNIA CONTRACTOR:
a muncipal corporation
- Docusignad by: Nomad Transit, LLC
Thamas to, Butt
By (Me rosident sinclair on the the Bad, President o
84A4FE663BE400.
Docußigned by:
Title: Mayor
By. Alex laudie
I hereby certify that the Original Contract -EF10500916A48.
Title: Manager
and this Amendment have been approved
by the City Council or executed by the City The Corporation Chief Financial Officer, Secretary c Manager, ssislant Secretary should sign on the ine below - DoolBignad by:
Pamela Cristian
ByCily Clark By:_
= [6843B6F443
Title:_
(NOTE: Pursuant to California Corporations
Approved as to form: Code Section 313, If Contractor Is a -Docustgned by: corporation or nonprofit organization, this For Contract (1) should be signed by the
Charperson of the Board, President or
cily Attorney 00E080.. Vice-President and the Chief Financial Officer, Secrelary 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 Corporatlons Code Sectlon 313.
Contraot Amendinent/EJ/TE 09-26-07
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-470BCEDAE365 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 Amendment 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:
Sectlon 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 Vla Transportatien will contract wheelchair accessible on demand transportation services with a transit provider for a perlod 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 specifled 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 7 pm.
Contract Amendment/EJ/TE 9-26-07
Docusign Envelope ID: 1A278702-8BE7-4D10-BBB4-A706CEDAE366 175F Pricing Table
Incremental Add-Ons
Incomonto price or to 2 month faso contact
¡ Base Sorvico! 2, 1-Yoar
Lovel 1. Ace BIko WAV Total
Curront 22- Raoks to portions 3, Additlonal Incromenta
month Existing Contract wl 2 Months o Acid-Ons
contraol Fleet Transmotro Sorvice (First 24 Afonths))
No. of Wooke 85.33l 104.00 104.00 8,67 104,00
Active Fleet Vehicles
Total Vehlcle Hours 12,308 1,119 1,239
Total Estimated Rides 27,024| 1.120 2,457 3,767
One Time Upfront Costs $14,667} $4,500 E $0 $1,600
Fee/Volicte Hour $78,98 $78.00 $78.64)
Fec / Ride (Regulatory) $0.101 $0.10 54,710
Electricity Costs $1,776
Miscellaneous Costs $10,7731
(Total Estimated Not-to-Exteod Cost $1,000,000 $4,500 $243,300 $90,371 $338,231 Miscellaneous Costs
ato: Figuros exclude texes and are prolinana
case anue by the mont of 0% rule OP
[Total Cost (24 Monhs) $1,330,231
..._....
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A700CEDAE365
CITY OF RICHMOND
CONTRACT AMENDMENT
Departinent: 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
Descriptlon of Services:
TECHNOLOGY AND TECHNOLOGY ENABLED INTEGRATED SERVICES FOR ON DEMAND LOCAL ELECTRIC SHUTTLE _ modifies the: (2d or subsequent amendments attach Amendment History page) Term, Payment Limit and Service Plan Payment Limit 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 (Cily), 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 lability corporationgeneral partnership, limited partnership, individual, non-profit corporation, individual dba as [specify:]
/ other specliy: 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-A706GEDAE365 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.
5. City of Richmond Business License Active Status Maintaned. 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.
Signatures. These signatures attest the parties' agreement hereto:
CITY OF RICHMOND, CALIFORNIA CONTRACTOR:
a municipal corporation NOMAD TRANSIT, LLC
- Doousigned by:
Eduardo Martines
By . (*The Corporation Chairperson of the Board, President or -006e4270200040..
Title: Mayor Alex Lavoie
ByL
-07852978C82442..
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 Chlef Financial Officer, Secretary o Manager. Assistant Secrelary should sign on the line below. - Docusigned by:
(Ursula Deloa, Deputy City Clerk
By By:
0E78F2330044406.
City Clerk
Title:
(NOTE: Pursuant to California Corporations
Approved as to form: Code Section 313, If Contractor is a -DoouBloned by: corporation or nonprofit organization, this For Contract (1) should be signed by the
By. Chairperson of the Board, President or
Vice-President and the Chief Financial
Officer, Secretary or Assistant Secretary; (2)
List of Attachments: should have both signatures conform to Amendment Provisions designated representative groups pursuant Updated Insurance Certificates to Corporations Code Section 313.
Contract Amendmen/EJ/TE 09-26-07
DacuSign Envelope ID: 1A278702-08E7-4D10-BBB4-A708CEDAE365 contract Amendment belween the City of Richmond an
VOMAD TRANSIT, LL(
Amendment No. P.O./Contract No.
2 5755
AMENDMENT PROVISIONS (PAYMENT LIMIT AND SERVICE PLAN)
Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $312,500.00 _ Paragraph 3 of the Original Contract is amended to read as follows:
"3. Payment Limit. Cily'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."
2. 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 Il. 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 "Amendinent"), 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 appllcable taxes.
3. Conflicts, Use of Terms, Governing Law. Capitalized terms used but not defined herein have the meanings sel forth in the Agreement. Except as expressly provided herein, the terms and conditions of the Agreement remain unchanged. This Amendment #2 will be 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
- 7662078C824421...
- 0860427628CC461
Name: Alex Lavoie Name: duardo Martine:
Title: Manager Title: Mayor
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 Richmond, CA DEPLOYMENT SERVICE ORDER
By this service order (tho "Order"), Nomad Transit LLC, a Delaware company with its principal office located at 10 Crosby Street, Floor 2, New York, New York 10013 (Vin"), 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 Pinza Richmond, CA 94804
Customer Entity Type / State of Incorporation: City
(Cusfomer 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, subjeot 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 Vin Solution and automatic software updates, comprised of; (a) Fully localized proprietary routing and malching algorithms that analyze all trip requests, assign riders dynamically to the best-suited vehicle, and group passengers headed in the same direction into efficient shared rides powered by Via's patented technology;
(b) Integrated reservation system to accept and schedule trips booked in real fime, 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 troubleshool any issues, The rider apps shall be dedicated to this Deployment. For the avoidance of doubt, the rider apps used in conneotion with the Transit- as a-Sorvice (TAAS) SERVICE ORDER will not be utilized in connection with this Deployment;
(d) A reb-based booking portal to book trips;
(c) Downloadable driver app that provides efficient tum-by-tur directions; the app allows drivers to start and ond 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 fimotions, ... including booking trips, checking trip detalls, 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 - Instalation. Via provides installation support for up to four weeks after the Deployment begins serving Riders, consisting of:
Localization for the Deployment Zone (defined below), including optimizing the algorithm, configuring baok-end, and defining acceptable pick«up and drop off points;
(b) Testing and quality assurance;
(c) Helping Customer to buikd 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 lo 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
Serylce 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 1 hour of exceeding the capped hourly limit on Operational Support and System Adjustments andor 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 suppori, 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 defalls available upon request,
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 Customer Respousibilities.
(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 weck of signing this Order, the Parties will mutully agree on the targeted launoh date of the Deployment ("Launch"). Launch shall be no fewer than 12 weeks following execution of this Order. In the ovent 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 fox the Deployment zonc ("Deployinent 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 nattre of the request. Requests for additional features may be subjeot 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.
Customer shall pay Via the following Fees for the Term, subject always to the Minimum Monthly Fee set out below:
Janoint avoiding 16mms
Installation Fee $30,000 Payable upon signing of this
Order
Monthly Fees:
Year 1 per-rehicle 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 (le a
2-vehicle minimum) (the "Mintmum Monthly
Fee")
Year 2 per vehicle fees For 1-3 vehicles: $1,050 per vehicle per Advance Annual Payment in calendar month with a minimum of accordance with paragraph 1 $2,200 per month (i.e., 2-vehicle below
minimum)
• Fol 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 lor 1-3 vehicles; $1,160 per vehicle per Advance Annual Payment in calendar month with a minimum of accordance with paragraph 1 $2,320 per month (ie, 2-vehicle below
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 below
minimum
• For 4-10 vehicles: $485 per vehicle per
calendar month
• For 11-15 vehicles: $430 per vehicle per
calendar month
Total Minimum Amound$162,840 assuming 2 vehicles (exoluding additional vehicles in excess of the for. 60 Months minimum and any Pees 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 "Advance 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 flest 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 ovent that the per-vehicle-fees incurred for a given month exceed the Minimum Monthly Fee, Customer shall be responsiblo for paying the difference for each such month ("Monthly True-Up") within 15 days of the date of such invoice.
Vin will calculate any fees due as Monthly True Up each month and provide Customer with an invoice calculating the per- vehicle fees 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 formal.
Mla shall calculate the fees due. For the avoldance of doubt, (1 ) the number of vehicles per month for purposes of the above fees shall be the maximu mmmber of distinct vehicles input by Customer that use the Via Solution on any given day over the course of the applicable calendar monts and (t 1) in ilter ayent the duration of the Deployment does not exactly match calendar months, monthly fees will be pronted for the first andor last calendar months of the Deployment, as applicable, so that Customer will only be charged for the portion of such months during which the Pia Solution was avallable to be used for the Deployment.
Customer shall reimburse all travel expenses of Pla personnel for purposes of the Deployment, Insiallatlon-related serrices described abore will inistally be performed remotely, and if l'la deems it necessary, in person by Via personnel for a limited perlod around lawtch, Thereafter, services will continue to be werformed remolely as applicable, proyed that Via personnel can be sent to Customer's location for additional irips upon reasonable reguest.
Twillo, Price includes our generle package for Trilio cost for SMS notifications and 1.25 mintles of Trilio voice time per ride, at a maximan of $0.05 per ride on average for all rides completed urthin each calendar month. Any costs associated with Tilio in excess of $0.05 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"). monthly at the beginning of the month in which it is incurred. In the event that the duration of the delay does not exactly malch 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 ouly 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 Terns.
1. Use Rights.
DocuSign Envelope ID: 1A278702-8BE7-4D10-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 tor the proper pertormance 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:
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, indemnity 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:
(the "Terns"), Capitalized terms used herein and not otherwise defined shall
NOMAD TRANSIT LLC CITY OF BECKOND
Docusigned by:
By: Alex Lavoie By: Eduardo Martines
Eduardo Martinez
Name:
Title: Manager Title: Mayor
Date: 3/1/2023 Date: 4/11/2023
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A708CEDAE365 Appendix i to Service Order
VOC use and Data Sharing
Authorized Users
The below exhibit sets forth the members of the Customer's "Core Team" of personnel who are designated authorized users of the VOC ncluding access to the data delailed below (the "Core Team"). Access to the VOC is conditional upon Customer notifying Via wit easonable advance notice of the name, title, email address and any other details Via may reasonably require of the members of th Customer Core Tenm. The Core Team may bo updated during the Term subject to Via's consent.
Exhibit 1.
Cord Team
Title: Transportation Services Project Manager Name: Dence Evans Name: Mary Commings
Name: Deborah Dabbs
Customer to provide details no later than one month prior Customer to provide detalls 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-disolosure obligations, as described in the Terms, For the avoidance of any doubt, Customer's Core Team responsibility includes granting permissions to Secondary Users only to the extent such permission is needed for the Customer's 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 orrevoke 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 lo time.
Authorized Operators
Customer may not provide acoess 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 Operalor Acknowledgement Form in the forn 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 Operalor 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 Users) and/or Operators), for the purpose of research and program evaluation for the dwation of the Term. The data will be accessible in the VOC and may not be shared through any other method unless otherwiso anthorized 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 throngh YOC:
• Service KPI Dashboards: Visualized dashboards and grapls 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 csy spreadsheets.
DocuSign Envelope ID: 1A278702-88E7-4D10-BB84-A706CEDAE365 The reports will be refreshed daily. The reports are nggregated 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. Custom reports will need to be scoped and may come at additional cost]
SERVICE KEY DASHBOARD
Dashbond Report Metries
Service Operations
Metries & Graphs • Total ride requests
• Requests during service hours
• Met Demand
• Met Demand Rate
• Completed rides
Completed Rides Rate
Defailed Ride Requests Status
Active Riders
Driver Hours
• Utilization
Ridor Experienco Average Ride Duration
Metrics & 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
• Total Riders Who Requested a Ride
• Total Riders Who Completed a Ride
• Completed Rides Per Rider
Ride Rating Avg. Ride Rating
Metrics 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
& Graplis Hours Booked in Advance
(prebooking only) • Hours Canceled in Advance
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365
DATA CENERATOR
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 Duralion (inin)
Ride Rating
Rider Activities •
Rider ID
Table
• Account Creation Date
Total Requests
Total Compicted Rides
Total Cancellations
Total No Shows
Drivers Table • Drive ID
• Driver Name
• Driver Email
• Active Status
Total Shift Hours
Avg. Shift Hours Per Day
Avg. Shift Hours from First Assignment Per Day
Avg. Break Hours Per Day
• Total Accepted Rides
DocuSign Envelope ID: 1A278702-88E7-4D10-BB84-A706CEDAE365 • Ayg. 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 (YOMS) reporting to the Actual Vehicle Hours
FTA. (United Stales 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 Soryice Order
Sample Invoice
CONFIDENTIAL
Invoice
Ovia
Date
Invoice #
[VIA ENTITY NAME]
Via Transportation, Inc. Termis Not 15
10 Crosby Street, Floor 2 Due Date
New York NY 10013 United States PO#
Billing Period
Bill To
[Partner] [Address]
[Description of the Fee: Vehicle Fees, Ride Fees and/or Total Vehicle Hour's] Total
Tax Code Summary
Picase make checks payable to:
P.O. Box 7410493
Chicago, IL 60674-0493
Wire Instructions:
Bank of America, N.A.
22 Broadway
Vew York, NY 10032
Wire Routing # - 026009593
ACH Routing # - 021000322
Account #- 483065995955
Swift Code - BOFAUSIN
DocuSign Envelope ID: 1A278702-8BE7-4D10-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 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 CCA and CPRA, and (il) 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:
1. 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 fulfiliment of similar services on behalf of the Customer; li. Ensuring security and integrity of services, including but not limited to debugging and otherwise repairing the services to restore intended service functionality; Undertaking internal research for technological development and demonstration; Undertaking activities to improve, upgrade, or enhance the services; 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 expertence outside their current interactions with the business; and
vi. Advertising and marketing services, including the auditing of such services, as authorized or directed by the Customer, and as permitted under the CCPA or CPRA. (d) Engage in any activity prohibited by any other provision of the CCPA 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 Sorvices and incidental to providing the Services, to improve the DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A708CEDAE365 Services, and to create derivalive 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 sixly (60) days, to take reasonable and appropriate steps to stop and remediate any unauthorized use of Personal Information.
For purposes of this Addendum, the tens "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 belween the provisions of this Addendum and the Agreement, the provisions of this Addendum shall control.
NOMAD TRANSIT LLC CITY OF RICHMOND
By: Docusigned by: By: -Doousigned by:
•
Alex lavoie Eduardo Martines
- 07652078C824421.* - 088042762800401..
Name: Name:
Eduardo Martinez
Alex Lavoie
Tille: Tille:
Manager Mayor
Date: Date:
4/11/2023
3/1/2023
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A708CEDAE365 Date: Date:
DocuSign Envelope ID: 1A278702-88E7-4D10-BBB4-A706CEDAE365 NOW AS Lean the Gily of Richmond and
Amendment No. P.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 _ for one or more of the following provisions (check those that apply):
M 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 Cily Council of the City of Richmond or executed by the Cily Manager on December 6, 2022. ... for one or more of the following provisions (check those that apply):
Vi Increased contract payment limit by $ 312,500.00 _for a payment limit not to exceed $ 1,650,731.00
Term Amendment (insert new termination date)..
Service Plan
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
DocuSign Envelope ID: BGCF2E96-019E-4571-97ED-E8DCA8845B79
CITY OF RICHMOND
CONTRACT AMENDMENT
Department: TRANSPORTATION Project Manager: DENEE EVANS Project Manager E-mall: Project Manager Phone No:
[email protected] 621-1718
P.R. No: Vendor No: | P.O./Contract No: 5755
Description of Services:
RICHMOND ON DEMAND ELECTRIC SHUTTLE EXPANSION 1
Amendment No. 3_ modifies the: (2"' 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:
1. Parties, The parties to this Contract Amendment are the City of Richmond, Californla, a muncipal corporation (City), and the following named Contractor:
NOMAD TRANSIT, LLC
Company Name:
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: 40061869 / Expiration Date: December 31, 2023 A California corporation, limited liability corporation general partnership limited partnership, individual, L non-profit corporation, individual dba as [specify:]
V other [specify:] DELAWARE LIC
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: B6CF2E96-019E-4571-97ED-E8DCAB845B79
4. Amendment Provisions. This Contract Amendment is subject to the Amendment Provislons 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 Maintaned. 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, LLO
-Docustoned by:
Eduardo Martines
By (*The Corporation Charperson of the Board, President or -006C42762600401.
Vice-President should sign on the line below.)
Mayor -Docusigned by:
Title:
B... Dillon twambly
-305/17X739E2458=
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 Chlef Financial Officer, Secretary (
Manager. ssistant Secretary should sign on the Ine below - Docußigned by:
| Ursula De Loa, Deputy
By.. -DE73233004440 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
City Attorne FOBCTEAOB... 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.
Confract Amendment/EJ/TE 09-28.07
DocuSign Envelope ID: B6CF2E96-019E-4571-97ED-E8DCAB845B79 ontract Amendment belween the Cily of Richmond an
VOMAD TRANSIT, LL
Amendment No. P.O./Contract No.
5755
AMENDMENT PROVISIONS (PAYMENT LIMIT AND SERVICE PLAN)
Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to Increase the payment limit by $450,000.00 Paragraph 3 of the Original Contract is amended to read as follows:
"3. Payınent Limit. City's total payments to Contractor under this Contract Amendment shall not exceed $2,100,731.00 _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.
2. The Service Plan (Exhibit A) of the Original Contract is hereby amended to Include the following tasks and/or services:
SEE ATTACHED DOCUMENT
Contract Amendmont/EJ/TE 9-26-07
DocuSign Envelope ID: 86CF2E96-019E-4571-97ED-E8DCAB845B79 Amendment #3
fo the
CITY OF RICHMOND STANDARD CONTRACT
(PAYMENT LIMIT AND SERVICE PLAN)
Nomad Transit LLC ("Via") and City of Richmond ("Customer" and, together with Via, the "Parties") save entered into that certain agreement titled City of Richmond Standard Contract, dated October 1, 2021 and modified by the Amendment #2 daled March 1, 2023 (together, the "Agreement"), Upon execution ol this Amendment #3 (the "Amendment"), the Parties agree to modify the Agreement as follows:
1, Amendment. Paragraph 3 (Payment Limit) of the Original Contract is hereby amended to increase the payment limit by $450,000, 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 $2,100,731.00including expenses."
AND
Amendment. 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, 2,038 vehicle hours will be added at a new WAV rate of $84.78 and 2,690 vehicle hours will be added at an existing rate of $78.96, in addition to $39,146 upfront costs for the WAV vehicle.
WAV+
WAV Non-WAV NOn-WAV
Price per Price per
Valete Hour Tolal Coot Vehicle Hour Total Cost Total Cost Upfront cos! (WAV Hourly Rale True-lIp) $4,796 n/a $4,796) Vehicle Wrap (Per Vehtcle) Na $2,000 nia $2,000
WAV Retrofit (Por Vehicle) n/a $25,000 nia $0 $25,000
WAV Shipping Costs (Per Vehtcle) n/a $1,750 n/a $1,750
WAV Training n/a $5,800 n/a $5,600
Total Upfront Cost $39,146 $0 $39,146
Total Cost por Vonicto Hour $84,78 $172,739 $78.96 $212,368 $306,108 Estimated Regulatory Foos* 82,477 $3,270 S5,747
Contingency. n/a $8,621 Na $11,379 $20,000
Total Othor Foes $11,098 $14,649 $26,747
Total Not-to-Exceed Cos $222,083 $227,018 5460,000
le: Pricing excludes all taxes and assunies Richmond covers charging cos Eulatory lees to be reated as a pasilrough, Incudes WAY Access for Al rees (S0.10 perio), plus CA state regulatory rees (0.3% of revenue + 5 Vehicle Houre Summary:
Tolal Maximum Annual Vehicle Hours 2,038 2,690 4,727
Total Maximum Vehicle Hours (Avg. Weekly) 83 83 145
DocuSign Envelope ID: B6CF2E96-019E-4571-97ED-E8DCAB845B79
3. Conflicts, Use of Terms, Governing Law. Capitalized terms used but not defined herein have the oreni Agreet rentin Amenged. is Ansemes wilbe even dh the sand coving Agreement and is effective as of [Effective Date].
NOMAD TRANSIT LLC
- Docusigned by: [CITY OF RICHMOND]
By: Dillon twombly
- Doousigned by:
- 9097(7A739E2150 By:
Name: Dillon Twombly | Eduardo Martines
• 088C427628CC4
Name: duardo Martine
Tille: Manager
Title: Mayor
Date: 9/13/2023
Date: 9/27/2023
DocuSign Envelope ID: B6CF2E96-019E-4571-97ED-E8DCAB845B79 NON, ween the Cily of Richmond and
Amendiment No. P.O./Contract No,
AMENDMENT PROVISIONS (AMENDMENT HISTORY) 5755
following provisions (check those that apply): _for one or more of the Increased contract payment limit by $ 338,231.00
exceed $1,338,231.00 for a payment limit not to
Term Amendment (insert new termination date):_
Service Plan
•
The second Contract Amendment was approved by City Council of the Cily of Richmond or execuled by the Cily Manager on 12/6/2022 of the following provisions (check those that apply): for one or more Increased contract payment limit by $ 312,500.00 _for a payment limit not to exceed $ 1,650,731.00
Term Amendment (insert new termination date)...
Service Plan
The third Contract Amendment was approved by City Council of the City of Richmond or executed by the City Manager on
following provisions (check those that apply): for one or more of the 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 Clly 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
executed by the City Manager on_ The fifth Contract Amendment was approved by City Council of the City of Richmond or following provisions (check those that apply): _ for one or more of the Increased contract payment limit by $
exceed $1,650,731.00 for a payment limit not to
Term Amendment (insert new termination date):
Service Plan
DocuSign Envelope ID: B6CF2E96-019E-4571-97ED-E8DCAB845B79 _. Exhibit F
.. Section 8
City of Richmond - Insurance Requirements - Type 6:
Transportation Providers
In all Instances where a CONTRACTOR or Its representatives will be conducting business and/or providing services, the City requires the following MINIMUM Insurance requirements and limits.
CONTRACTOR shall procure and malntain for the duration of the contract, agreement, or other order for work, services or supples, insurance agalnst claims for injurles to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors, Malntenance of proper insurance coverage is a materlal element of the contract, Fallure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material 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 General Liability and Automoblle Lability insurance, CONTRACTOR shall look solely to Its Insurance for recovery.
CONTRACTOR hereby grants to CITY, on behalf of any Insurer providing Commercial General Liability and Automobile Liabllity 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 acquire against the CITY by virtue of the payment of any loss under such Insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional Insured for general and automobile llabllity, as well as a waiver 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 walver of these Insurance requlrements,
City reserves the right to modify or require additlonal coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detalled below. The policy limits of coverage shall be made available to the full limits of the policy.
The minimum Imits stated hereln shall not serve to reduce the polly 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 Lability coverage (ISO Occurrence Form CG 0001) including coverage for bodily and personal injury, property damage, and products and completed operations.
2. Insurance Services Office Automoblle Lability coverage (ISO Form CA 0001, Code 1, Any Auto)
3. Original and Separate Additional Insured Endorsements for General Lability (ISO Form CG 20 10 11/85 or Its equivalent) with primary and non-contributory language.
4. Workers' Compensation Insurance as required by the State of Californla Including Employer's Liability coverage.
5. Original and Separate Walver of Subrogation for Workers' Compensatlon Insurance.
Minimum Limits
Required Coverage
Workers' Compensation and Statutory limits as required by the State of Callfornla Including $1 million Employers' Liability Employers' Liability per accident, per employee for bodlly Injury or disease.
If CONTRACTOR Is self-Insured, provide a certificate of Permission to Self- Insure, signed by the Callfornia Department of Industrial Relatlons and Self- Insurance, If contractor is a sole proprietor (has no employees) than contractor must sign "Contractor Release of Liability" found at:
http://www.cl.richmond.ca.us/index.asnx?n/d=61.
Type 6 - Page 1 of 3
Revised: September 2011
DocuSign Envelope ID: B6CF2E96-019E-4571-97ED-E8DCAB845B79 - Exhibit F
- Section 8
City of Richmond - Insurance Requirements - Type 6:
Transportation Providers
General Liabilty $1,000,000 per occurrence for bodlly injury, personal Injury and propert (primary and excess limits damage. If the policy Includes a general aggregate, elther the genera combined) aggregate shall apply separately to this project, service or location or the mint 82 mellored oregagata lmit shall be twice the per occurrence Policy shall also Include coverage for lability arising out of the use and peration of any City-owned or City-furnished equipment used or operate y the CONTRACTOR, Its personnel, agents or subcontractor:
licy shall be endorsed to name the City of Richmond as an additior sured per the conditions detalled belo
Automoblle Llabllity $5,000,000 per occurrence for bodily injury and property damage.
Posure shall be endorsed to name the Ctly of Richmond as an aditonal Required Pollcy Conditions
A. M. Best Rating A: VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage Immediately and provide notlce to City.
Additlonal Insured Endorsement Appicable to General and Auto Liabilty Coverage, The City of Richmond, Its officers, officials, employees, agents and volunteers are to be named as acklitional Insureds for ali lability arising out equivalent Is regufred. The endorsement must not exclude products and completed operations coverage, If it does, then CG 20 37 Primary and Noncontributory The contractor's insurance coverage must be primary coverage as It pertain:
co the City, its officers, officals, employees, agents and volunteers. An Insurance or self Insurance maintaned by the City Is wholly separate from the Insurance of the contractor and In no way relleves the contractor from Its responsibility to provide Insurance
Walver of Subrogation Contractor's Insurer willi provide a Walver of Subrogation In favor of the City Endorsement Form for Workers Compensation coverage during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.
Deductibles and Self-Insured
Retentions
the deductible or self-Insured retention guaranteelng payment of losses anc related Investigations, claims administration and defense expenses Contractor is responsible for satisfactlon of the deductible and/or self-Insured Umbrella/Excess Liability Policies
f an Umbrella or Excess Liability Pollcy Is used to meet the liability limits, coverage shall be as broad as spectfied fo nderlying coverages and cover those Insured in the underlying policle Type 6 - Page 2 of 3
Revised: September 2011