Staff Report — Simi Valley City Council, May 19, 2025

TRAN2505.SR.MG

CITY OF

SIMI VALLEY

MEMORANDUM
May 19, 2
025
TO: City Co
uncil
FROM: D
epartment of Public Works
SUBJECT: WAIVE THE BIDDING PROCESS PURSUANT TO THE SIMI VALLEY MUNICIPAL CODE; RENEW A CONTRACT WITH TOKEN TRANSIT,
INC. AS A DIGITAL SALES OUTLET FOR MOBILE TICKETING;

AND AUTHORIZE THE CITY MANA GER TO APPROVE A NY

SUBSEQUENT CONTRACT AMENDMENTS

STAFF RECOMMENDATION
It is
recommended that the City Council:

1. Waive the bidding process in accordance with Simi Valley Municipal Code (SVMC) secti
on 2-9.201(e), Exception, for services that can only be performed by one vendor;

2. Renew
a contract with Token Transit, Inc. (Token Transit) in a form adopted by Token Transit with approval of the City Manager and the City Attorney, (page 4) in the not-to-exceed amount of $9,9 00, as a digital sales outlet for the mobile ticketing, for the period of
two years retroactively effective beginning July 1, 2024, thr ough June 30, 2026, with a one-y ear option to extend for a total term not to exceed three years a
nd;

3. Authorize the City Manager to approve any subsequent contract amendments to incorporat
e future budgeted funds into the contract amount.

BACKGROUND AND OVERVIEW
In December
2019, Simi Valley Transit (SVT) contracted with Token Transit as a digital sales outlet for mobile ticketing services . The services allow riders to purchase transit passes using credit or debit cards through the Token Transit mobile application and then activate those digital passes, which transit operators visually validate at the time of use.

After collecting the bus fares, Token Transit wires the collected funds , net of service charges to the City.

FINDINGS AND ALTERNATIVES
The mobile t
icketing system improved ridership data collection and fare collection. The process minimizes potential errors that may occur when handling cash fare s. It is convenient and accessible to all riders. It reduces operating costs by reducing time and paper waste and improves accounting accuracy.

AGENDA I

TEM NO.

Consent (6)
TRAN2505.SR.MG

SVT requests that the City Council waive the bidding process for the contract renewal of Token Transit. Token Transit is an expert in digital ticketing solutions tailored to the unique needs of transit systems. Its understanding of SVT’s specific requirement s and challenges positions it as SVT’s one responsible source for this service. In addition, according to Federal Transit Authority (FTA) Circular 4220.1F, Chapter VI, Section 3.i (1)(b), “When the recipient requires supplies or services from only one responsible source and no other supplies or services will satisfy its requirements, the recipient may make a sole source award.” The justification for the continuous use of Token Transit, according to the SVT and FTA, is due to a “Patents or Restricted Data Rights” ; there are pat ents and restricted data from Token Transit that preclude competition.

The projected contract cost for the two-year period is $9,900, including software maintenance and support fees of $5,000, along with an estimated service fee of $4,900.

For the service fee of $4,900, Token Transit will deduct the service fee from the mobile ticket collection revenue before remitting the fare income to the City. The current budget has enough funds to cover the first year's contract cost of $2,5 00. The $2,500 for the second year has been included in next year's budget. The City Manager would also be authorized to exercise an option for one additional term; the total term would not exceed three years.

The following alternatives are available to the City Council:

1. Waive the bidding process in accordance with Simi Valley Municipal Code (SVMC) section 2-9.201(e) exception, for services that can only be performed by one vendor;

2. Authorize the City Manager to execute a contract renewal with Token Transit in the not-to-exceed amount of $9,900, in a form adopted by Token Transit with approval of the City Manager and the City Attorney, as a digital sales outlet for the mobile ticketing for a period of two years retroactively effective beginning July 1, 2024 through June 30, 2026, with a one year option to extend for a total term not to exceed three years ; and

3. Authorize the City Manager to execute any subsequent contract amendments , in a form approved by the City Attorney, to incorporate future budgeted funds into the contract amount.

4. Do not award a contract at this time and provide staff with further direction.

Staff recommends Nos. 1, 2, and 3.

2 TRAN2505.SR.MG

SUGGESTED CITY COUNCIL MOTION

I move to waive the bidding process pursuant to SVMC section 2-9.201(e) Exception, for services that can only be performed by one vendor and renew a contract with Token Transit for an amount not-to-exceed $9,900 as a digital sales outlet for the mobile ticketing, for the period of two years retroactively effectively beginning July 1, 2024 through, June 30, 202 6, with a one -year option to extend for a total term not to exceed three years and further authorize the City Manager to approve any subsequent contract amendments, in a form approved by the City Attorn ey, to incorporate future budgeted funds in the contract amount.

SUMMARY

SVT seeks to continue its digital sales outlet for the mobile ticketing services for fixed-route bus passes. It is recommended that the City Council waive the bidding process in accordance with Simi Valley Municipal Code (SVMC) section 2-9.201(e) and award the attached contract to Token Transit in the not -to-exceed amount of $9,900 as a digital sales outlet for the mobile ticketing, for the period of two years, retroactively effective on July 1, 2024 through June 30, 2026, with a one year option to extend for a total term not to exceed three years, and further authorize the City Manager to execute any subsequent contract amendments to incorporate future budgeted funds into the contract amount.

____________________________________
Ronald K. Fuchiwaki
Public Works Director

Prepared by: Tan Koehler, Senior Management Analyst

INDEX Page

Contract - Token Transit ................................................................... 4

3 Agency Order Terms 2024-07-01
These Agency Order Terms 2024-07-01 are for the purchase by Agency of a subscription to the Services specified below. Provision of the Services is subject to the Master Platform Terms and any additional terms referenced below and incorporated herein (these Agency Order T erms together with the Master Platform Terms, may be referred to as the “Agreement”) between the customer specified below (“Agency”) and Token Transit, Inc. (“TT”). These Agency Order Terms are effective, upon signature of both Agency and TT (the “Agency Order Terms Effective Date”).

These Agency Order Terms 2024-07-01 supplement (e.g., by adding Additional Services) any prior Agency Order Terms documents and such prior Agency Order Terms documents remain in full force and effect except as supplemented by these Agency Order Terms 2024-07-0 1, unless otherwise indicated below.

Agency Name:

City of Simi Valley
Agency Physical Address:
2929 Tapo Canyon Road
Simi Valley, CA 93063
Agency Billing Address (if different than physical address):

Primary Agency Contact:

Name: Tan Koehler
Email: [email protected]
Phone: 805-583-6483

Invoice Contact:

Name: Jennifer Dodson
Email: [email protected]
Phone: 805-583-6481
Services (descriptions in Section 1 of the Master Platform Terms):

Effective Start Date: July 1, 2024
Territory: United States
Core: included (required)

Fees:

Onboarding: N/A
Annual Service:
● Mobile Ticketing Software Maintenance & Support: $2,500.00 annual recurring fee with initial annual fee due within thirty (30) days of the Contract Execution Sign Date for year 1 and due within thirty (30) days of the start of each additional year Passes: Fees are calculated as follows:

For each transaction for use on Agency’s transit system during the Term, TT will retain a Passes Fee of (i) 10% of the gross total proceeds of the transaction processed by the Services for each transaction that is greater than or equal to $2.00 and (ii) $.06 + 7% of the gross total proceeds of the transaction processed by the Services for each transaction that is less than $2.00.

Technical Services (if applicable):

All fees indicated do not include any taxes, if applicable, which are the sole responsibility of Agency.

Master Platform Terms:
https://agency.tokentransit.com/legal/agency-master-platform-terms-20240403.pdf The Master Platform Terms govern Agency’s use of TT’s platform services, and include reference to the terms of service between Agency and the third-party payment processor responsible for processing and settling payments to Agency. By entering into this Agreement, Agency is agreeing to those terms of service. The Master Platform Terms version referenced above supersedes and replaces any prior agreem ent (including any prior version of the Master Platform Terms) between Agency and TT, if any.

Additional Terms (if applicable):
● The Effective Start Date for this agreement is July 1, 2024 and the term length is for two years ending July 1, 2026 with the option to renew for 1 additional year starting July 1, 2026 and ending July 1, 2027.

No terms included in any purchase order, acknowledgment or other non-TT ordering document shall apply to the Services. The pricing and Services presented in these Agency Order Terms are TT confidential information (to the maximum extent permitted under applicable law). All fees indicated above do not include any taxes, if applicable, which are the sole responsibility of Agency. [SIGNATURES ON NEXT PAGE]
1 Token Transit, Inc.
v. 20240403 US
4 By signing below, the parties through their duly authorized representatives agree to the terms as documented in these Agency Order Terms.

Title:

Date:
2 Token Transit, Inc.
v. 20240403 US
jkl
Samantha C. Argabrite
CCCity Manager
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6 TOKEN TRANSIT™ AGENCY MASTER PLATFORM TERMS
Version: April 3, 2024
This “Agreement” consists of these Token Transit Agency Master Platform Terms (the “Master Platform Terms”) together with the applicable Agency Order Terms (defined below), and is entered into by and between Token Transit, Inc. (“TT”) and the entity (e.g., company or government agency) placing an order for or accessing the Services (“Agency”) (each of TT and Agency may be referred to as a “Party”). For clarity, this Agreement includes the terms and conditions set forth below including any exhibits or addenda identified herein and any ordering documents, online registration, order descriptions or order confirmations referencing this Agreement and agreed to by the Parties (“Agency Order Terms”). You represent that you are authorized to accept this Agreement on behalf of the Agency.

The “Effective Date” of this Agreement is the date which is the Agency Order Terms Effective Date of the first Agency Order Terms referencing this Agreement. This Agreement will govern Agency’s initial purchase on the Effective Date as well as any future purchases made by Agency that reference this Agreement.

BY INDICATING YOUR ACCEPTANCE OF THIS AGREEMENT OR ACCESSING OR USING THE SERVICES,

YOU ARE AGREEING TO BE BOUND BY ALL TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT. IF YOU DO NOT AGREE TO THIS AGREEMENT, PLEASE DO NOT USE THE SERVICES. FOR CLARITY, EACH PARTY EXPRESSLY AGREES THAT THIS AGREEMENT IS LEGALLY BINDING UPON IT.

SECTION 1. TT SERVICES
Overview. TT’s platform offers transportation
entities (e.g., municipal agencies and private
transportation companies) an evolving suite of
cloud-based Services to manage ticketing and other
transportation-related needs of transit users who
have direct relationship with TT, as further described
below and in the Documentation.

1.1 Core Services . TT’s “Core Services ” (i)
connect transit fares, third party participants (e.g.,
employers, universities, social service agencies) and
modes of transit offered by Agency (e.g., bus,
bikeshare, micro-transit, para-transit) and (ii) enable transit users (Riders, as defined below) to purchase
and use transit passes (Passes, as defined below)
through the Services (including the TT Rider App).

Core Services include the TT Rider App, Third-Party
Integrations (each defined below) unless expressly
indicated otherwise in the Agency Order Terms, and
Fare Capping at Agency’s election (e.g., via e-mail).

Agency acknowledges that the Services are on-line,
subscription-based products, and that in order to
provide improved customer experience TT may make
changes to the Services (and update the applicable
Documentation accordingly); provided, however, that
such changes shall not materially reduce the features
or functionality of the Core Services as of the
Effective Date.

1.2 Additional Services. If included in Agency
Order Terms, Agency may also receive access to
additional TT services, as TT may make available
from time to time, that may be used with the Core
Services (such as Optional Technical Services, and
Hardware Validation Service (defined below))
(collectively, “Additional Services”). The features of
any Additional Services will be further described in
an applicable Agency Order Terms and may be
subject to additional terms and conditions. For
clarity, any Additional Services are considered part of the “Services” for purposes of this Agreement. If
Agency selects Hardware Validation Service in
1 Token Transit, Inc.
v. 20240403 US
7 Agency Order Terms, the additional terms and
conditions set forth in the Hardware Validation
Service Addendum at Exhibit A are hereby
incorporated herein.

1.3 Definitions.
“Agency Data” means all data provided by the
Agency to TT, including any Personal Information
provided directly by the Agency with respect to
Riders or other individuals (e.g., to designate to TT
which Riders are eligible to participate in a specific
Agency program for discounted Passes, if applicable).

For the avoidance of doubt Agency Data does not
include data collected by TT.
“Agency Materials” means materials, systems and
other resources that Agency provides to TT in
connection with Optional Technical Services.
“Agency Policy Information ” means information
regarding Agency’s Passes such as pricing, refund and
Pass expiration information, collection, use and
disclosure of Personal Information, legal authority,
any applicable terms, limitation, restrictions or
conditions and contact information.
“Data Protection Laws” means all applicable laws
and regulations relating to the processing of Personal
Information and privacy in the United States and
Canada, including without limitation, as applicable,
the California Consumer Privacy Act (“ CCPA”) and
with respect to Canada, the Personal Information
Protection and Electronic Documents Act, and the
substantially similar state and provincial privacy laws. “Documentation” means the end user technical
documentation provided with the Services that TT
may generally make available, as may be modified
from time to time.
“Fare Media ” means the method through which
Riders present their Pass(es) to Agency for validation.

Fare Media may be in various formats such as digital
(e.g., via the TT Rider App or Third Party
Integrations), Smart Card, printed passes, etc. as may
be made available for sale and supported by TT from
time to time.
“Hardware Validation Service ” means hardware
validation, analytics, and other hardware-related
services that TT offers, as may be further defined in
the Hardware Validation Service Addendum.
“Laws” means all applicable local, state, municipal,
provincial, federal, and other laws within the
Territory, including the Data Protection Laws.
“Passes” means transit fares purchased or received
by Agency or its Riders from TT or otherwise
provided through the Services. Passes may cover one
or multiple rides in accordance with the Agency
Policy Information.
“Personal Information ” means any data that (i)
identifies, describes, is associated with, or is
reasonably capable of being associated with a
particular individual or (ii) is otherwise defined as
personal data or personal information (or similar
term) under the Data Protection Laws.
“Riders” means riders (or other users) of Agency’s
transit system who purchase or are provided
Passes. For clarity, all Riders will have a direct
relationship with TT as users of the Services (i.e. as
an end user of Fare Media).
“Service(s)” means the TT proprietary hosted
services, including the Core Services and any
Additional Services specified in the Agency Order
Terms, including any related TT dashboards or web
portal (the “TT Agency Web Portal”). “Services” do
not include Optional Technical Services.
“Service Launch Date” means the earlier of (i) when
Service is first offered to Riders (based on TT’s
reporting system) or (ii) the target launch date set
forth in the Agency Order Terms.
“Smart Card” means a contactless smart card that
stores Passes and is provided by Token Transit to
Riders or Agency for use by Riders.
“Optional Technical Services ” means premium
support, implementation or other technical services
to be provided by TT, if any, pursuant to the Agency
Order Terms.
2 Token Transit, Inc.
v. 20240403 US
8 “Territory” means the United States or Canada, as
expressly stated in an applicable Agency Order
Terms.
“Third-Party Integration(s) ” means one or more
third-party mobile apps, websites, or other online
services (e.g., trip planning and multimodal apps and
services) that, pursuant to agreement with TT,
enable Riders to purchase Passes from within the
third-party’s mobile apps, websites, or other online
services.
“Fare Capping” means combining prior activated
Passes into new Passes valid for the remainder of the
applicable time period in accordance with fare
capping rules defined by the Agency.
“TT Rider App ” means the TT mobile application
and/or website which enables Riders to access,
purchase and use Passes. For clarity: (i) the same TT
Rider App is used by TT across multiple customers
and (ii) all of TT’s end users, including Riders, have a direct relationship with TT (including through Third
Party Integrations) and may use the TT Rider App
across all participating transit agencies and entities. “TT Rider Data” means and refers to any data
provided or inputted by or on behalf of the Riders via
the Services (e.g., through the TT Rider App or
through the integration of the Services into the
Third-Party Integrations) for the sale or purchase of
Passes using the Services, which may include email
address, full name, cardholder information, credit
cards or debit card information and bank information
of the Riders, and any other data as described in TT’s
privacy policy for the Services (currently available at https://tokentransit.com/legal/privacy). For clarity,
TT Rider Data does not include Agency Data.

Additional capitalized terms have the meaning
ascribed to them herein.

1.4 Provision of the Services; Compliance with
Laws.
(a) The Services are provided on a subscription basis
for a set term pursuant to Section 10 (Term and
Termination). Agency shall purchase and TT shall
provide the Services and any related Optional
Technical Services (as further described in Section

1.7 below) as specified in the applicable Agency
Order Terms.
(b) To receive payments through the Services, Agency
must agree to the terms of service of the third-party
payment processor designated by TT (“Payment
Processor”), located at
https://stripe.com/connect-account/legal. The
Payment Processor terms of service are solely
between Agency and the Payment Processor. Agency
acknowledges that by entering into this Agreement,
it is agreeing to and will comply with such Payment
Processor terms of service. The Payment Processor is
responsible for settling funds to Agency. TT does not
at any point hold, own or control funds, actually or
constructively receive, take possession of or hold any
money or monetary value for transmission, or
advertise, solicit or hold itself out as receiving money for transmission.
(c) Each Party shall comply with its obligations under
the Laws in connection with this Agreement.

1.5 Access to the Services.

Subject to the terms of this Agreement, including
payment of the Fee, TT grants to Agency, during the
Term, a limited, non-transferable, nonexclusive right
to access and use the Services, as TT may modify it
from time to time, in connection with Agency’s
Riders, solely for Agency’s internal purposes within
the Territory. Access to the Services, including the TT Agency Web Portal, is limited to Agency’s employees
and contractors acting for the sole benefit of Agency
(“Permitted Users”). Agency and its Permitted Users
may need to register for a TT account in order to
access or use the Services. Account registration
information must be accurate, current and complete,
and will be governed by TT’s Privacy Policy. Agency is
responsible for any use of the Services by its
Permitted Users and their compliance with this
Agreement. Agency shall keep confidential its user
IDs and passwords for the Services and remain
responsible for any actions taken through its
accounts.
3 Token Transit, Inc.
v. 20240403 US
9 1.6 Restrictions. Agency shall not (and shall not
permit any third party to): (a) rent, lease, provide
access to (other than with respect to Riders as
contemplated herein) or sublicense the Services to a
third party; (b) use the Services to provide, or
incorporate the Services into, any product or service
provided to a third party (other than with respect to
Riders as contemplated herein); (c) use the Services
to develop a similar or competing product or service;
(d) reverse engineer, decompile, disassemble, or
otherwise seek to obtain the source code or
non-public APIs to the Services, except to the extent
expressly permitted by Law (and then only upon
advance notice to TT); (e) copy, modify or create any
derivative work of the Services or any
Documentation; (f) remove or obscure any
proprietary or other notices contained in the
Services (including any reports or data printed from
the Services); (g) publicly disseminate any TT
Confidential Information (except to the extent
required by Laws and pursuant to Section 5
(Confidentiality)); or (h) use the Services except as
expressly permitted herein.

1.7 Optional Technical Services. Any purchased
Optional Technical Services will be as described in
the relevant Agency Order Terms, subject to the fees
and any additional terms in the Agency Order Terms.

Agency will reimburse TT for reasonable,
pre-approved travel and lodging expenses incurred in
providing Optional Technical Services. For prepaid
Optional Technical Services, unless specified in the
Agency Order Terms, Agency is paying for the
availability and efforts of TT personnel over the time
period specified in the Agency Order Terms (e.g., up
to eight hours in a week); any unused time expires at
the end of such period (or at maximum, six (6)
months after purchase) and may not be banked,
accumulated or saved for future periods or
purchases. To facilitate Optional Technical Services,
Agency will provide TT with access to reasonably
requested Agency Materials and cooperation and will
designate an internal project manager to serve as
TT’s single point of contact. If Agency fails to do so, TT’s obligation to provide Optional Technical Services
will be excused until Agency does. TT will use Agency
Materials only for purposes of providing Optional
Technical Services. If TT provides deliverables as part of Optional Technical Services, Agency may use the
deliverables only as part of its authorized use of the
Services, subject to the same terms as for the
Services, including pursuant to Section 1 (TT
Services).

1.8 Trials and Betas. If Agency receives access to
the Services or Service features on a free or trial
basis or as an alpha, beta or early access offering
(“Trials and Betas”), use is permitted only for
Agency’s internal evaluation during the period
designated by TT (or if not designated, 30 days).

Trials and Betas are optional and either party may
terminate Trials and Betas at any time for any reason.

Trials and Betas may be inoperable, incomplete or
include features that TT may never release, and their
features and performance information are TT’s
Confidential Information. Notwithstanding anything
else in this Agreement, TT provides no warranty,
indemnity, support for Trials and Betas and its
liability for Trials and Betas will not exceed Fifty
United States Dollars (US $50). TT is relying on the
foregoing disclaimers and limitation of liability in
offering Trials and Betas to Agency.

1.9 Retained Rights. Except for the rights
expressly licensed pursuant to this Agreement, TT
retains all right, title, and interest in and to the
Services (and all other products, works, and other
intellectual property created, used, or provided by TT
for the purposes of this Agreement excluding only
Agency Confidential Information, Agency Policy
Information, and Agency Materials).

SECTION 2. AGENCY POLICY INFORMATION

AND CUSTOMER SUPPORT

2.1 Agency Policy Information . Agency shall
provide TT with Agency Policy Information, which
may include through the TT Agency Web Portal. TT
currently makes available the TT Agency Web Portal
as part of the Services which is subject to the terms
herein (and TT’s then current website terms of
service applicable to the TT Agency Web Portal, if
any) in order for Agency to upload Agency Policy
Information and/or access certain data from TT such
as payment reports. Agency represents and warrants
that it has all rights and authorizations necessary to
4 Token Transit, Inc.
v. 20240403 US
10 grant the rights stated in this Agreement, to provide TT with Agency Policy Information, and that the
Agency Policy Information is accurate and complies
with Laws. Agency shall ensure that Agency Policy
Information is presented to the Rider in compliance
with Laws (e.g., via the TT Rider App).

2.2 Support Obligations.
(a) As part of the Services, TT will (i) make available through the TT Rider App and Third Party
Integration(s), the ability of Riders to purchase
Passes and, based on the then current functionality
of the Services to view Agency Policy Information as
may be provided by Agency and (ii) provide
commercially reasonable customer service to Riders
with respect to the functionality of the Services and
to Agency in a manner consistent with the support
that it provides all users of the Services and its other transit customers, as TT determines in its reasonable
discretion.
(b) Agency hereby authorizes the sale of Passes to
Riders via the Services (including, for the avoidance
of doubt via the TT Rider App and Third-Party
Integrations). Agency shall honor the Passes and
comply with the Agency Policy Information and Law.

Agency shall be responsible throughout the Term
(and thereafter as stated in Section 10.3) for (i)
ensuring that the correct fare structure is provided
through the Services, including fees paid by Riders
and Pass expiration terms; (ii) validating that each
Rider has purchased the correct Pass for the ride, as
reflected in the Fare Media, at the time of the ride;
(iii) ensuring that only Permitted Users access the TT
Agency Web Portal component of the Services on
behalf of Agency and that all such data obtained by
Agency from TT is used solely as permitted in this
Agreement for Agency’s internal purposes and in
compliance with Laws; and (iv) providing all
customer support for Riders relating to Agency’s
transit service, which may include the ability to issue refunds to Riders through the TT Agency Web Portal.
(c) Agency shall determine the fees charged for
Passes; provided, however, to the maximum extent
permitted by Laws, the fees charged by Agency via
the Services must be no greater than the fees
charged for tickets purchased via other means (cash,
paper passes etc.).

SECTION 3. FEES AND PAYMENT

3.1 Fees.
(a) Core Services.
(i) Rider Purchases. Unless otherwise stated in
the Agency Order Terms, the Agency will pay a fee
(“Pass Fee”) in the form of commissions retained by
TT for Passes purchased by Riders through the
Services during each calendar month as specified in
the Agency Order Terms. Through the Payment
Processor, the net total proceeds (less the Pass Fee),
will be remitted to Agency’s designated account held
in trust with the Payment Processor on a monthly
basis, subject to TT’s withholding of any refunds,
credits, chargebacks, uncaptured transactions for the
purpose of aggregating purchases into larger
transactions, or other amounts owed to TT, within
five (5) business days following the end of each
calendar month. TT may delay payment if a negative
balance occurs until Agency has a positive balance in
its account.
(ii) Agency Purchases. If Agency authorizes TT in
writing (email to suffice) to provide Passes at no
charge to Riders participating in one or more Agency
pass programs,
TT will either automatically deduct
the applicable Pass Fee from the net total proceeds
otherwise payable to Agency hereunder or invoice
Agency for the applicable Pass Fee (which is the
same Pass Fee for Rider purchases unless otherwise
agreed upon between TT and Agency in writing
(email to suffice)) on a monthly basis. Unless
otherwise set forth in the Agency Order Terms,
Agency shall make full payment within thirty (30)
days of the invoice date for invoices provided.
(b) Smart Card Purchases. Agency may purchase
Smart Cards from Token Transit as well as allow
Riders to purchase Smart Cards from Token Transit
directly. Fees for the purchase of Smart Cards either
by Agency or by the Rider will be charged by Token
Transit to the Rider and/or Agency. Unless otherwise
set forth in the Agency Order Terms, Agency shall
5 Token Transit, Inc.
v. 20240403 US
11 make full payment within thirty (30) days of the
invoice date for invoices provided. Smart Card fees
are Additional Fees (and separate from Pass Fees).
(b) Additional Fees. If applicable, Agency shall
pay additional fees for Optional Technical Services
and Additional Services pursuant to one or more
Agency Order Terms and/or additional terms that are
incorporated herein (“Additional Fees”; Additional
Fees and Pass Fees may be referred to as “Fees”).

Unless otherwise set forth in the Agency Order
Terms, Agency shall make full payment within thirty
(30) days of the invoice date for invoices provided.
(c) All payments by Agency shall be made in
U.S. Dollars or Canadian Dollars, as applicable. In
addition to any other remedies available to TT
hereunder, if Agency fails to pay any amounts within
thirty (30) days after payment is due or delivery of
the invoice if applicable, then Agency shall pay TT a
late payment charge equal to 1.25% per month with
respect to Agencies in the United States and 15%
annually with respect to Agencies in Canada (or the
highest rate permitted by Law, if lower). TT
additionally reserves the right to deduct any Fees
from amounts otherwise due to Agency pursuant to
the Agreement, in the event Agency does not pay
within thirty (30) days of the invoice date.

3.2 Reports. TT shall provide Agency with
reports showing the Pass Fee calculation and/or
access to an online reporting system as part of the
Services (“Reports”). If Agency believes that TT has
calculated the Pass Fee or any Additional Fees
incorrectly, Agency shall notify TT by no later than
thirty (30)
days after the date on the first Report or
invoice in which the error or problem appeared. TT
will investigate such alleged error or problem, and
will provide Agency an adjustment or credit if such
error or problem is confirmed by TT.

3.3 Taxes. Each Party will be responsible for any
applicable taxes and TT may withhold from any
payments to Agency any taxes that are required to
be withheld under Laws.

3.4 Fare Capping. The following terms apply to
Fare Capping:
(a) If, in the current Fare Capping period, a Rider
participating in the Fare Capping program reaches
the threshold number of certain Pass activations
(“Prior Passes”) pursuant to the Fare Capping
program terms, (i) TT will issue Rider new Passes
valid for the remainder of the Fare Capping period
(the “Successor Pass“) in accordance with the Fare
Capping program terms; (ii) Agency will honor the
Successor Pass in accordance with the applicable
Successor Pass terms; and (iii) Agency may void the
Prior Passes as necessary.
(b) If TT issues Successor Pass to Rider, (i) TT will
issue a refund (if any) to Rider equal to the difference between the cost of the Successor Pass and the total
cost of the Prior Passes; and (ii) Agency will
reimburse TT for such refund amount (if any), which
TT may obtain by invoice (payable by the invoice
terms) or by withholding such refund amount from
any amounts owed to Agency.

SECTION 4. TT RIDER DATA

4.1 TT Rider Data. Agency agrees and
acknowledges that TT has a direct relationship with
all users of its Services, including Agency’s Riders
(which may be through the TT Rider App or the
Third-Party Integrations) through which it collects TT
Rider Data (along with similar data from riders of
other transit customers of TT), and accordingly, TT
Rider Data is owned and controlled by TT, subject to
the limited rights granted herein to Agency.

4.2 TT’s Data Obligations.
(a) With respect to TT Rider Data, TT shall: (i) use the TT Rider Data in compliance with its privacy policy
(as TT may update it from time to time) and Laws; (ii)
comply with applicable Card Networks’ Operating
Rules (i.e., applicable PCI standards, if any), as the
same may be amended from time to time; provided,
however, that Agency agrees and acknowledges that
TT uses the services of third party payment
processors; and (iii) maintain appropriate
industry-standard administrative, physical, and
technical safeguards to protect the security and
integrity of the Services and TT Rider Data.
6 Token Transit, Inc.
v. 20240403 US
12 (b) With respect to Agency Data provided to TT that
is Personal Information, TT shall: (i) use such Agency
Data to provide the Services to Agency, in
compliance with the TT privacy policy and Laws; (ii)
maintain appropriate industry-standard
administrative, physical, and technical safeguards to
protect the security and integrity of the Agency Data
that is Personal Information; and (iii) shall not sell
such Agency Data. The Agreement shall not restrict
use of, and TT is expressly permitted to use for its
own purposes, anonymous, aggregate, de-identified,
or non-personal data (as determined under Laws)
that is processed in the course of providing the
Services

4.3 Agency’s Data Obligations.
(a) With respect to TT Rider Data provided to Agency,
Agency shall: (i) use (1) TT Rider Data at all times in compliance with the terms of this Agreement and (2)
TT Rider Data that is Personal Information for the
sole purpose of providing customer support to Riders
with respect to their use of the Services during the
Term; (ii) use TT Rider Data in compliance with the
then current TT privacy policy, Card Networks’
operating rules (as the same may be amended from
time to time), any written instructions from TT, and
Laws; (iii) maintain appropriate industry-standard
administrative, physical, and technical safeguards to
protect the security and integrity of TT Rider Data
and immediately notify TT in the event of any
unauthorized access to, loss of, or use of TT Rider
Data, and assist TT in the response to or remediation
of such incident as requested by TT; (iv) return or
securely destroy such TT Rider Data at the request of
TT, or the termination of this Agreement, whichever
occurs first; (v) treat such TT Rider Data as the
Confidential Information of TT; and (vi) not sell TT
Rider Data.
(b) With respect to any Agency Data provided to TT,
(i) Agency authorizes and instructs TT to use such
Agency Data to provide the Services and as
otherwise may be required by Laws, (ii) Agency
represents and warrants that it has obtained all
necessary consents or has provided any required
notices needed under the Laws to provide Agency
Data to TT for use as contemplated herein, and that
such use by TT complies with all Laws.

4.4 No Sale of Personal Information;
Cooperation.
(a) Without limiting the generality of Section 4.2 and
Section 4.3: Neither Agency nor TT provides Personal
Information to the other Party in exchange for
monetary or other valuable consideration. Any
provision by TT to Agency of TT Rider Data that is
Personal Information and any provision by Agency to
TT of Agency Data that is Personal Information is not
intended to constitute a “sale” under the CCPA or
other Data Protection Law.
(b) The Parties acknowledge that new Data
Protection Laws are being enacted and therefore the
Parties agree to cooperate and take additional
necessary steps as needed to ensure ongoing
compliance with Data Protection Laws.

SECTION 5. CONFIDENTIALITY

5.1 Confidential Information. As used herein,
“Confidential Information ” means all confidential
and proprietary information of a Party (“Disclosing
Party”) disclosed to the other Party (“ Receiving
Party”), whether orally or in writing, that is
designated as confidential or that reasonably should
be understood to be confidential given the nature of
the information and the circumstances of disclosure,
including all code, inventions, know-how, business,
technical, and financial information. The TT Rider
Data and any nonpublic element of the Services are
deemed the Confidential Information of TT without
any further marking or designation requirement. Any
Agency Data that is not publicly available (or
otherwise subject to the exceptions below) is
deemed the Agency’s Confidential Information
without any further marking or designation
requirement. Any evaluations and suggestions
provided by Agency regarding the Services shall not
be deemed Agency’s Confidential Information and
may be used by TT without restriction. Confidential
Information shall not include, or shall cease to
include, as applicable, information or materials that
(a) were available to the public on the Effective Date; (b) become available to the public after the Effective
7 Token Transit, Inc.
v. 20240403 US
13 Date, other than as a result of violation of this
Agreement by Receiving Party; (c) were rightfully
known by the Receiving Party prior to its receipt
thereof from the Disclosing Party; (d) are or were
disclosed by the Disclosing Party generally without
restriction on disclosure; (e) the Receiving Party
received from a third party without that third party’s
breach of agreement or obligation to the Disclosing
Party; or (f) are independently developed by the
Receiving Party.

5.2 Non-Disclosure. The Receiving Party shall
not disclose or use any Confidential Information of
the Disclosing Party for any purpose outside the
scope of this Agreement, except with the Disclosing
Party's prior written permission. For the avoidance of
doubt, Confidential Information may be shared with
the Receiving Party’s employees, contractors, agents,
sub-contractors, or consultants as required to
perform Receiving Party’s obligations hereunder;
provided that, such individuals have agreed to be
bound by obligations of confidentiality that are at
least as restrictive as those contained in this Section

5. Each Party agrees to protect the confidentiality of
the Confidential Information of the other Party in the
same manner that it protects the confidentiality of
its own proprietary and confidential information of
like kind, but in no event shall either Party exercise
less than reasonable care in protecting such
Confidential Information. If the Receiving Party is
compelled by Law, including public records laws, to
disclose Confidential Information of the Disclosing
Party, it shall provide the Disclosing Party with prior timely notice of such compelled disclosure (to the
extent legally permitted) and reasonable assistance.

Absent the entry of a protective order, the Disclosing
Party shall disclose only such information as is
necessary to be disclosed in response to such
subpoena, court order or other similar document
compelling disclosure.

SECTION 6. AGENCY IDENTIFICATION AND USE

OF TRADEMARKS
For the term of this Agreement, TT may disclose to
third parties that Agency is one of its customers.

Agency grants TT a non-exclusive license to use
Agency’s name(s), mark(s), and logo(s) (collectively,
“Agency Marks”) in its publicity and marketing
materials, its website, social media and in connection
with the Services; TT may sublicense the foregoing
rights in the Agency Marks to its Third Party
Integration providers in connection with their use
and promotion of the Service(s). Similarly, during the
Term, Agency is authorized to use TT’s name, mark(s)
and logo(s) in Agency’s municipal publications,
website, social media, publicity and marketing
materials, solely for publicizing the availability of the Services to its Riders. Agency agrees to participate in reasonable marketing activities that promote the
benefits of the Services to other potential customers.

Each Party agrees to comply with all reasonable
usage requirements, or policies communicated by
the other Party from time to time respecting its
name(s), mark(s), and logo(s).

SECTION 7. WARRANTY DISCLAIMERS

EXCEPT AS EXPRESSLY SET FORTH TO THE CONTRARY

IN THIS AGREEMENT, AGENCY ACKNOWLEDGES AND

AGREES, THAT THE SERVICES, INCLUDING ALL
COMPONENTS THEREOF (E.G., THE TT RIDER APP

AND ELEMENTS INTEGRATED INTO ANY THIRD-PARTY

INTEGRATIONS), AND ACCESS THERETO ARE
PROVIDED “AS IS”. TT DISCLAIMS ALL WARRANTIES

AND CONDITIONS RELATING TO THE SERVICES AND

ALL THIRD-PARTY INTEGRATIONS, WHETHER EXPRESS

OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY

WARRANTIES AND CONDITIONS OF

NON-INFRINGEMENT, TITLE, MERCHANTABILITY , AND

QUALITY AND FITNESS FOR A PARTICULAR PURPOSE,

WHETHER ARISING FROM STATUTE, USAGE OF
TRADE, COURSE OF DEALING OR OTHERWISE. THE

PARTIES ARE NOT RELYING AND HAVE NOT RELIED

ON ANY REPRESENTATIONS, CONDITIONS OR

WARRANTIES WHATSOEVER REGARDING THE

SUBJECT MATTER OF THIS AGREEMENT, WHETHER
LEGAL, EXPRESS OR IMPLIED. WITHOUT LIMITING

THE GENERALITY OF THE FOREGOING DISCLAIMERS,

TT MAKES NO WARRANTY , AND PROVIDES NO

CONDITIONS, AS TO THE RESULTS THAT MAY BE

OBTAINED FROM THE USE OF THE SERVICES, OR

THAT THE SERVICES WILL BE ERROR-FREE OR
AVAILABLE AT ANY GIVEN TIME.

SECTION 8. INDEMNIFICATION
8 Token Transit, Inc.
v. 20240403 US
14 8.1 TT Indemnification. TT shall indemnify,
defend and hold harmless Agency from and against
any and all third party claims, damages, losses,
expenses or liabilities, including, but not limited to, reasonable legal fees, in each case payable to
unaffiliated third parties, arising out of or resulting from the following: (a) TT’s breach of its obligations
set forth in Section 4.2 (TT Data Obligations) or
Section 5 (Confidentiality) or (b) any claim by a third party alleging that the Services when used as
authorized under this Agreement infringe any
copyright or trademark. If Agency’s use of the
Services is (or in TT’s opinion is likely to be) enjoined, if required by settlement or if TT determines such
actions are reasonably necessary to avoid material
liability, TT may, in its sole discretion: (i) substitute substantially functionally similar products or
services; (ii) procure for Agency the right to continue using the Services; or if (i) and (ii) are not
commercially reasonable, (iii) terminate the
Agreement and, if applicable, refund to Agency the
fees paid by Agency for the portion of the Term that
was paid by Agency but not rendered by TT. The
foregoing indemnification obligation of TT shall not
apply: (1) if the Services are modified by any party
other than TT, but solely to the extent the alleged
infringement is caused by such modification; (2) if
the Services are combined with products or
processes not provided by TT (including Agency
Materials or Agency Policy Information), but solely to
the extent the alleged infringement is caused by such
combination; (3) to any unauthorized use of the
Services; (4) to any action arising as a result any
third-party deliverables or components contained
within the Services; (5) if Agency settles or makes
any admissions with respect to a claim without TT’s
prior written consent; or (6) to beta releases or any
use of the Services provided on a no-charge or
evaluation basis. This Section 8.1 sets forth TT’s and
its suppliers’ sole liability and Agency’s sole and
exclusive remedy with respect to any claim of
intellectual property infringement.

8.2 Agency Indemnification. Agency shall
indemnify, defend and hold harmless TT from and
against any and all third party claims, damages,
losses, expenses or liabilities, including, but not
limited to, reasonable legal fees, in each case payable to unaffiliated third parties (including Riders or other TT end users), arising out of or resulting from the
following: (a) Agency’s breach of its obligations set
forth in Section 4.3 (Agency’s TT Rider Data
Obligations) or Section 5 (Confidentiality); (b) claims regarding or relating to the Agency’s transit service
(and not the Services itself) including those relating
to expired but unused Passes and any unauthorized
use or disclosure of TT Rider Data by Agency; (c)
Agency Material, Agency Policy Information, and/or
use of Agency Marks; (d) Agency’s obligations
pursuant to or claims arising out of the Payment
Processor terms of service; or (e) breach of Agency’s
obligations with respect to Additional Services.

8.3. Conduct. A Party’s indemnification
obligations under Section 8 shall not apply unless: (a) the indemnifying Party has the sole right to conduct
the defense of any such claim or action and all
negotiations for its settlement or compromise, and
to settle or compromise any such claim, provided
such settlement or compromise is wholly paid for by
the indemnifying Party; (b) the indemnified Party
cooperates; and (c) the indemnified Party gives the
indemnifying Party prompt written notice of any
threat, warning, or notice of any such claim or
action, with copies of any and all documents the
indemnified Party may receive relating thereto.

SECTION 9. DAMAGE DISCLAIMERS AND

LIABILITY LIMITATION

9.1 Disclaimer of Damages. Except for Excluded
Claims each Party’s aggregate maximum liability for
damages or other obligations arising out of or in
connection with this Agreement, whether based
upon a theory of contract or tort (including
negligence) or otherwise, shall not exceed (i) the
total amount of the Fee paid or due during the prior
12 month period or (ii) $10,000, whichever is greater
(the “Base Cap”). The Parties further acknowledge
that nothing in this Section 9.1 shall be deemed to
waive the rights to equitable relief. “Excluded
Claims” means (a) any claim arising from Agency’s
breach of Sections 1.6 (Use Restrictions); (b)
Agency’s payment obligations; (c) any claim arising
from a breach of Section 4.3 (Agency’s TT Rider Data
Obligations); (d) any amounts payable to third parties
9 Token Transit, Inc.
v. 20240403 US
15 pursuant to TT’s indemnification obligations under
Section 8.1 (TT Indemnification) or Agency’s
indemnification obligations under Section 8.2
(Agency Indemnification); or (e) either Party’s breach
of Section 5 (Confidentiality). With respect to
Excluded Claims, in no event will TT’s aggregate
maximum liability for damages or other obligations
arising out of or in connection with this Agreement,
whether based upon a theory of contract or tort
(including negligence) or otherwise, exceed the
greater of (i) five (5) times the Base Cap or (ii) One
Hundred Thousand United States Dollars (US
$100,000).

9.2 Consequential Damages Disclaimer. Except
with respect to willful misconduct, claim arising from
Agency’s breach of Sections 1.6 (Use Restrictions),
and Agency’s payment obligations; and without
limiting either Party’s indemnification obligations, to the maximum extent permitted by Law, in no event
shall either Party be liable for any special, punitive, consequential, incidental, or indirect damages,
including loss of profits, income, goodwill, cost of
procurement of substitute goods or services,
interruption of business or any reliance damages of
any kind, even if informed of their possibility in
advance.

9.3 Basis of Bargain. EACH PARTY RECOGNIZES

AND AGREES THAT THE DISCLAIMERS AND

LIMITATIONS OF LIABILITY AND REMEDY IN THIS
AGREEMENT: (a) ARE MATERIAL AND BARGAINED
FOR BASES OF THIS AGREEMENT; AND (b) THEY HAVE

BEEN TAKEN INTO ACCOUNT AND REFLECTED IN

DETERMINING THE CONSIDERATION TO BE GIVEN BY

EACH PARTY UNDER THIS AGREEMENT AND IN THE

DECISION BY EACH PARTY TO ENTER INTO THIS
AGREEMENT.

SECTION 10. TERM AND TERMINATION

10.1 Term.
(a) Unless otherwise stated in the Agency Order
Terms, this Agreement will commence upon the
Effective Date and continue in effect for a period of
twelve (12) months following the Service Launch
Date, unless earlier terminated as set forth herein
(the “Initial Term”).
(b) Unless otherwise stated in the Agency Order
Terms and unless terminated earlier as permitted
herein, at the end of the Initial Term and each
Renewal Term, the Agreement will be extended
automatically for successive twelve (12) month terms
(each a “Renewal Term ”) (collectively, the Initial
Term and Renewal Terms may be referred to as the
“Term”).

10.2 Termination.
(a) Unless otherwise stated in the Agency Order
Terms: either Party may elect not to renew this
Agreement by giving written notice to the other
Party at least thirty (30) days prior to the end of the then current Initial Term or Renewal Term.
(b) Unless otherwise stated in the Agency Order
Terms, either Party may terminate this Agreement
for any reason or no reason upon sixty (60) days’
written notice to the other Party.
(c) Either Party may terminate this Agreement
in the event the other Party (i) is in material breach
and does not cure such breach within thirty (30) days
after receiving written notice of the breach; (ii)
ceases operation without a successor; or (iii) seeks
protection under a bankruptcy, receivership, trust
deed, creditors’ arrangement, composition or
comparable proceeding, or if such a proceeding is
instituted against that party and not dismissed within
60 days.
(d) Upon termination: (i) subject to Section

10.3, below, the license and rights granted
hereunder to Agency shall immediately terminate;
(ii) Agency shall immediately return or, at TT’s
election permanently destroy, any and all
documents, notes and other materials regarding the
Services to TT, including, without limitation, all
software and TT Confidential Information, including
any TT Rider Data and at TT’s request certify that all
TT Rider Data has been permanently deleted; and
(iii) subject to Section 10.3, below, upon written
request TT shall cease using the Agency’s name(s),
mark(s), and logo(s); and return or permanently
10 Token Transit, Inc.
v. 20240403 US
16 destroy, any and all, Agency Confidential Information including Agency Data that is Personal Information to
the extent required by Laws.

10.3 Obligations to Agency’s Riders Upon
Termination. Upon termination or expiration of this
Agreement (a) TT shall terminate the right of the
Agency’s Riders to purchase any new Passes on
Agency’s transit service and (b) TT and Agency shall
each keep active the right of Riders to activate and
use existing pre-purchased but unused Passes for a
period of one hundred and twenty (120) days from
the expiration or termination date of this Agreement.

For the avoidance of doubt, TT shall have no
obligation to support pre-purchased Passes for more
than one hundred and twenty (120) days after
termination or expiration of this Agreement
regardless of Agency’s policy.

SECTION 11. MODIFICATIONS

11.1. Notice of Modifications. TT may modify the
terms and conditions of this Agreement (which may
include changes to Services pricing and plans) from
time to time by giving notice to Agency in
accordance with Section 12.6 (Notices).

11.2 Timing and Effect of Modifications. The
modifications shall become effective upon renewal
of Agency’s current Initial Term or Renewal Term or
entry into a new Agency Order Terms; provided,
however, that TT may provide notice of an earlier
effective date if required by change in Laws. If TT
specifies that the changes will take effect prior to the next Renewal Term (due to changes in Laws), Agency
may object within thirty (30) days and terminate this
Agreement for convenience and receive a pro-rata
refund of any fees pre-paid by Agency (e.g., with
respect to Hardware Validation Service), if any, with
respect to the remainder of the Initial Term or
Renewal Term, as applicable. Agency may be
required to click to accept or otherwise agree to the
modified Agreement in order to continue using the
Services, and, in any event, continued use of the
Services after the updated version of this Agreement
goes into effect will constitute Agency’s acceptance
of such updated version.

SECTION 12. GENERAL

12.1 Applicable Law and Jurisdiction. This
Agreement shall be governed by and construed in
accordance with the Laws of the State of California
without regard to the conflicts of laws provisions
therein, unless otherwise expressly set forth in the
Agency Order Terms. The jurisdiction and venue for
actions related to the subject matter of this
Agreement shall be the California State and United
States Federal Courts located in San Francisco,
California, and each Party hereby submits to the
personal jurisdiction of such courts, unless otherwise
expressly set forth in the Agency Order Terms.

12.2 Legal Fees. In any action to enforce this
Agreement, the prevailing Party will be entitled to
costs and reasonable legal fees.

12.3 Severability. In the event that any of the
provisions of this Agreement shall be held by a court
or other tribunal of competent jurisdiction to be
unenforceable, such provisions shall be limited or
eliminated to the minimum extent necessary so that
this Agreement shall otherwise remain in full force
and effect and enforceable.

12.4 Force Majeure. If the performance of this
Agreement or any obligation hereunder is prevented
or restricted by reasons beyond the reasonable
control of a Party or its subcontractors, the Party so
affected shall be excused from such performance to
the extent of such prevention or restriction.

12.5 Entire Agreement and Amendment. This
Agreement constitutes the entire agreement
between the Parties pertaining to the subject matter
hereof, and supersedes all prior agreements,
understandings, negotiations and discussions,
whether oral or written, of the Parties. There are no
representations, warranties or other agreements
between the Parties, in connection with the subject
matter of this Agreement except as specifically set
out in this Agreement. Any modifications of this
Agreement must be in writing and signed by both
Parties except as otherwise stated herein (including
in Section 11 (Modifications)).
11 Token Transit, Inc.
v. 20240403 US
17 12.6 Notices. Any notice or communication
required or permitted under this Agreement shall be
in writing.

If to TT, notices must be provided to:

Token Transit, Inc.
2261 Market Street STE 5999
San Francisco, CA 94114
Attention: Morgan Kikuchi-Conbere
Such notice to TT shall be deemed to have been
received (i) if given by hand, immediately upon
receipt; (ii) if given by overnight courier service, the first business day following dispatch; or (iii) if given by registered or certified mail, postage prepaid and
return receipt requested, the second business day
after such notice is deposited in the mail.

If to Agency, TT may provide notice to Agency’s email
or physical address on file or through the Services
(including via the TT Agency Web Portal) and such
notices shall be deemed to have been received upon
delivery. Either Party may update its address with
notice to the other Party.

12.7 Equitable Relief. Due to the unique nature of
the Parties’ Confidential Information disclosed
hereunder and of any Personal Information that may
be received in connection with this Agreement, there
can be no adequate remedy at Law for a Party’s
breach of its obligations hereunder, and any such
breach may result in irreparable harm to the
non-breaching Party. Therefore, upon any such
breach or threat thereof, the Party alleging breach
shall be entitled to seek injunctive and other
appropriate equitable relief in addition to any other
remedies available to it, without the requirement of
posting a bond.

12.8 Assignment. Neither Party may assign or
transfer this Agreement or any interest therein
directly or indirectly, by operation of Law or
otherwise, without the prior written consent of the
other Party, which shall not be unreasonably
withheld; provided, however, that TT may assign or
transfer this Agreement or any interest therein to an
affiliate or a successor to all or substantially all of its business or assets, whether through an acquisition,
merger, change of control, or otherwise. Any
attempted assignment or transfer in violation of this
Section shall be void and without effect.

12.9 Independent Contractors. The Parties shall
be independent contractors under this Agreement,
and nothing herein shall constitute either Party as
the employer, employee, agent, or representative of
the other Party, or both Parties as Parties to a joint
venture or partners for any purpose.

12.10 Headings and Interpretation. The headings
in this Agreement are for reference only and do not
affect the interpretation of this Agreement. For
purposes of this Agreement: (a) the words "include,"
"includes" and "including" are deemed to be
followed by the words "without limitation"; (b) the
word "or" is not exclusive; (c) the words "herein,"
"hereof," "hereby," "hereto" and "hereunder" refer
to this Agreement as a whole; (d) words denoting the
singular have a comparable meaning when used in
the plural, and vice versa.

12.11 Export Control. In its use of the Services, TT
and the Agency agree to comply with all export and
import Laws and regulations of the United States, the
Territory, and other applicable jurisdictions. Without
limiting the foregoing, (i) Agency represents and
warrants that it is not listed on any U.S. government
list of prohibited or restricted parties or located in
(or a national of) a country that is subject to a U.S.
government embargo or that has been designated by
the U.S. government as a “terrorist supporting”
country, (ii) Agency shall not (and shall not permit
any of its users to) access or use the Services in
violation of any U.S. export embargo, prohibition or
restriction, and (iii) Agency shall not submit to the
Services any information that is controlled under the
U.S. International Traffic in Arms Regulations.

12.12 Government End-Users. Elements of the
Services are commercial computer software. If the
user or licensee of the Services is an agency,
department, or other entity of the United States
Government, the use, duplication, reproduction,
release, modification, disclosure, or transfer of the
Services, or any related documentation of any kind,
including technical data and manuals, is restricted by
12 Token Transit, Inc.
v. 20240403 US
18 a license agreement or by the terms of this
Agreement in accordance with Federal Acquisition
Regulation 12.212 for civilian purposes and Defense
Federal Acquisition Regulation Supplement 227.7202
for military purposes. The Services were developed
fully at private expense. All other use is prohibited.

12.13 Survival. Sections 1.6 (Restrictions), 1.8
(Trials and Betas, with respect to liability limits),

1.9 (Retained Rights), 2.2(b) (Support Obligations),
3 (Fees and Payment, with respect to Fees not yet
paid as of termination), 4.1 (TT Rider Data), 4.2(b)
(TT’s Data Obligations), 4.3 (Agency’s Data
Obligations), 5 (Confidentiality), 6 (Agency
Identification and Use of Trademarks), 7 (Warranty
Disclaimers), 8 (Indemnification), 9 (Damage
Disclaimers and Liability Limitation), 10.2
(Termination), 10.3 (Obligations to Agency’s Riders
Upon Termination), 12.1-12.13 (General) and other
terms which by their nature are intended to
survive, shall survive termination or expiration of
this Agreement.
13 Token Transit, Inc.
v. 20240403 US
19 Exhibit A
Hardware Validation Service Addendum
This Hardware Validation Service Addendum (the “Hardware Validation Service Addendum”) is incorporated into and a part of the Agency Master Platform Terms (the “Master Platform Terms”)by and between Token Transit, Inc. (“TT”) and the entity (e.g., company or government agency) placing an order for or accessing the Hardware Validation Service (“Agency”) and is applicable only if Agency elects to add the Hardware Validation Service (defined below) pursuant to the Agency Order Terms. This Hardware Validation Service Addendum consists of the terms and conditions set forth below, any exhibits or addenda identified below and any Agency Order Terms (the Master Platform Terms, as modified by this Hardware Validation Service Addendum, may be referred to as the “Agreement”). You represent that you are authorized to accept this Hardware Validation Service Addendum on behalf of the Agency.

Agency desires to add functionality to the Services (as defined in the Master Platform Terms) by using hardware validators (“ Hardware Validators”) installed on Agency’s vehicles. Hardware Validators allow Agency to validate that each Rider has purchased Passes for the ride at the time of the ride as well as on an aggregate basis for analytical purposes through the Hardware Validation service (as defined below). Agency can purchase Hardware Validators from TT at additional cost (“TT Provided Hardware Validators”) or Agency can provide its own compatible Hardware Validators at its own cost (“ Agency Provided Hardware Validators”).

The effective date of this Hardware Validation Service Addendum (“Hardware Validation Service Effective Date”) is the effective date of the first Agency Order Terms referencing this Hardware Validation Service Addendum. This Hardware Validation Service Addendum will govern Agency’s initial purchase on the Effective Date as well as any future Hardware Validator purchases made by Agency that reference this Hardware Validation Service Addendum or the Agreement.

All capitalized terms not defined in this Hardware Validation Service Addendum have the same meaning given to them in the Master Platform Terms. Except as expressly provided in this Hardware Validation Service Addendum, the Master Platform Terms applies without modification by the terms and conditions of this Hardware Validation Service Addendum.

BY INDICATING YOUR ACCEPTANCE OF THIS HARDWARE VALIDATION SERVICE ADDENDUM OR

ACCESSING OR USING THE HARDWARE VALIDATION SERVICE, YOU ARE AGREEING TO BE BOUND BY ALL

TERMS, CONDITIONS AND NOTICES CONTAINED OR REFERENCED IN THIS HARDWARE VALIDATION SERVICE ADDENDUM. IF YOU DO NOT AGREE TO THIS HARDWARE VALIDATION SERVICE ADDENDUM, PLEASE DO NOT USE THE HARDWARE VALIDATION SERVICE. FOR CLARITY , EACH PARTY EXPRESSLY AGREES THAT THIS HARDWARE VALIDATION SERVICE ADDENDUM IS LEGALLY BINDING UPON IT.

1. INTRODUCTION

1.1 Applicability. This Hardware
Validation Service Addendum applies only if
Agency has selected to add the Hardware
Validation Service to the Services pursuant to the
Agency Order Terms.

1.2 Hardware Validation Service. The
“Hardware Validation Service” means the use of
Hardware Validators that have an internet
connection. Schedule 1 describes the data flow
and available data for the Hardware Validation
Service.

1.3 TT Provided Hardware Validators;
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20 Upgrades to TT Provided Hardware Validators. A
TT Provided Hardware Validator is a Hardware
Validator sold to the Agency by TT pursuant to the
Agency Order Terms. With respect to TT Provided
Validators (if any), TT may offer upgraded or
replacement Validator hardware to Agency at its
discretion during the Term which if accepted by
Agency shall be “TT Provided Hardware
Validators” and included in the “Hardware
Validation Service”. Unless a different fee for
replacement Hardware Validators is otherwise
expressly stated in the Agency Order Terms, (a)
Agency shall maintain at least a ten percent (10%)
reserve number of spare/unused Hardware
Validators in reserve (“Reserve Requirement”) in
excess of the number of vehicles using the
Hardware Validators to be used to immediately
replace malfunctioning Hardware Validators and
(b) Agency shall purchase additional Hardware
Validators from TT at the then current Hardware
Validator Fees to maintain the Reserve
Requirement at all times throughout the Term.

1.5 Agency Provided Hardware Validators.

An Agency Provided Hardware Validator is
Validator Hardware provided by the Agency at
Agency’s sole cost and approved by TT as meeting
TT’s requirements for compatibility with the
Hardware Validation Service.

2. TT HARDWARE VALIDATION SERVICE
INTEGRATION. The Hardware Validation Service
comprises the following:

2.1. TT Provided Hardware Validators.

If Agency purchases TT Provided Hardware
Validators, TT will provide Hardware Validators
that will work on vehicles at any point of entry.

Agency will install the TT Provided Hardware
Validators at Agency’s expense. TT will provide
guidance on preferred placement of the hardware
validators to optimize the Rider validation
experience.

2.2. Agency Provided Hardware
Validators. If Agency elects to use Agency Provided
Validators, Agency must install the Validator
Hardware and ensure that the Validator Hardware
is placed to optimize Rider validation experience.

2.3 Analytics Dashboard. Purchasing
Hardware Validation Service gives access to
detailed aggregated and anonymous information
in the TT Agency Web Portal. Agency is required to
provide TT with stop, trip, origin, and vehicle
identification numbers along with other
information required by TT to provide the analytic
data.

3. TERM AND TERMINATION.

3.1 Term and Renewal.
(a) Unless otherwise set forth in the
Agency Order Terms, the initial term of this
Hardware Validation Service Agreement (“Initial
Hardware Term”) will commence upon the Service
Launch Date and continue in effect for a period of
twelve (12) months.
(b) Unless otherwise set forth in the
Agency Order Terms, the Initial Hardware Term
will automatically renew for consecutive twelve
(12) month periods (each a “Hardware Renewal
Term”, and collectively the Initial Hardware Term
and Hardware Renewal Terms may be referred to
as the “Hardware Term ”); unless either Party
provides notice of non-renewal at least thirty (30)
days prior to the end of the Initial Hardware Term
or a then current Hardware Renewal Term.

3.2 Termination.
(a) Unless otherwise set forth in an
applicable Agency Order Terms, either Party may
terminate an Initial Hardware Term or a Hardware
Renewal Term at any time on sixty (60) days notice
for convenience and without liability. If TT
terminates an Initial Hardware Term or Hardware
Renewal Term for convenience, TT will provide a
pro-rata refund of fees paid pursuant to this
Hardware Validation Service Addendum for the
remainder of the applicable Initial Hardware Term
or Hardware Renewal Term.
(b) Either Party may terminate this
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21 Hardware Validation Service Addendum if the
other Party commits a material breach that
remains uncured following thirty (30) days prior
written notice.
(c) This Hardware Validation Service
Addendum shall automatically terminate upon the
expiration or termination of the Master Platform
Terms for any reason.
(d) Upon expiration or termination of this
Hardware Validation Service Addendum, Agency
shall return to TT or destroy the TT Provided
Hardware Validators, as directed by TT.

4. TT HARDWARE VALIDATOR PRICING AND
PAYMENT.

4.1. Fees.
(a) Hardware Validation Service Fee. The
fees for the Hardware Validation Service
(“Hardware Validation Service Fees ”) are
recurring annual fees commencing with the
Service Launch Date; such fees as set forth in an
applicable Agency Order Terms, and shall be paid
by Agency in accordance with the payment terms
set forth in the Agency Order Terms. If no
payment terms are set forth in the Agency Order
Terms, TT’s then current Hardware Validation
Service Fees as published by TT shall apply and
Agency shall pay such fees in advance for the
Initial Hardware Term and each Hardware Renewal
Term. The Hardware Validation Service Fees are
non-refundable except (a) as set forth in the
Master Platform Terms Section 11 (Modification)
or (b) in the event TT terminates the Hardware
Validation Service Addendum for convenience, in
which event Agency will receive a prorated refund
of Hardware Validation Service Fees that Agency
has pre-paid for use of the Hardware Validation
Service for the terminated portion of the
applicable Initial Hardware Term or Hardware
Renewal Term.
(b) TT Provided Hardware Validator and
Installation Fees. If Agency purchases TT Provided
Hardware Validators, the fees for the Hardware
Validators and, if applicable, installation
(“Hardware Validator Fees”) are set forth in an
applicable Agency Order Terms, and shall be paid
by Agency prior to shipment and, if applicable,
installation, in accordance with the payment
terms set forth in the Agency Order Terms. If no
payment terms are set forth in the Agency Order
Terms or if Agency purchases additional Hardware
Validators, TT’s then current Hardware Validator
Fees as published by TT shall apply to Agency
unless TT agrees in writing to a different fee.

4.2. Taxes. Agency acknowledges that
it is responsible for any sales, value-added, use or
other taxes, tariffs and governmental charges that
are due (if any) in connection with any TT
Provided Hardware Validators and provision of the
Services described in this Hardware Validation
Service Addendum (except taxes based on TT’s net
income for which TT shall be solely responsible),
and that if TT is required to pay any such taxes or
charges based on the Services or other items
provided to Agency, then such charges shall be
billed to and paid by Agency. Agency shall obtain
and provide to TT any certificate of exemption or
similar document required to exempt any
transaction under the Agreement from sales tax,
use tax or other tax liability.

4.3. Fee Increases. TT reserves the
right to increase the Hardware Validation Service
Fees and/or Hardware Validator Fees by providing
notice at least thirty (30) days before the
commencement of the next Hardware Renewal
Term.

5. ADDITIONAL TERMS.

5.1. Disclaimer. For the avoidance of
doubt, this Hardware Validation Service
Addendum is subject to indemnity, liability
limitations and warranty disclaimers and damage
disclaimers terms set forth in the Master Platform
Terms. TT expressly does not represent the
accuracy of the Hardware Validators, the
percentage of Riders that will have location
tracking in connection with the Hardware
Validators enabled or that they will function at all
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22 times. Agency acknowledges that its use of any
Hardware Validator and the Hardware Validation
Service is “As Is” without any representations,
warranties or conditions of any kind, whether
legal, express or implied, arising from statute,
course of dealing, usage of trade or otherwise.

Agency additionally agrees to defend, indemnify
and hold TT harmless from and against any us of
Agency Provided Hardware Validators.

5.2 Rider Data. The Parties’
confidentiality and data privacy obligations,
including Agency’s obligations pertaining to TT
Rider Data apply to this Hardware Validation
Service Addendum. All data that TT makes
available to Agency is TT Rider Data. Agency shall
at all times use “TT Rider Data” in accordance with
Laws and TT’s then current privacy policy (unless
contrary to Laws). Agency, and not TT, shall be
responsible for ensuring that Agency’s use of the
Hardware Validator as described herein complies
with all Laws. Nothing in this Hardware Validation
Service Addendum obligates TT, and TT does not
intend, to provide Personal Information of Riders
or other TT customers hereunder, but only
aggregated and/or anonymized data. In no event
shall Agency directly or indirectly link (or attempt
to link) TT Rider Data or aggregated or
anonymized data obtained from the Hardware
Validator or Hardware Validation Service data with
any data so as to re-identify any Rider.
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23 Schedule 1: Data Flow for the Hardware Validation Service

1. Rider creates TT account directly with TT or with a third party integrator. a. Rider agrees to TT’s Terms and is presented with TT’s privacy notice.

2. Rider chooses a Pass using their preferred application. The Pass is recorded in the Token Transit Service.

3. Rider seeks to redeem the Pass. To redeem, the Rider must have a validatable Token Transit Pass and interact with a Hardware Validator on the Agency’s vehicle. a. When the Rider seeks to validate a Pass, TT checks the Pass against the record in the Token Transit Service. The Rider may ride if their Pass is valid. b. The rider is required to present Fare Media containing a valid Pass to the Hardware Validator to pass Validation Information to Agency.

4. There are some circumstances in which TT cannot pass Validation Information to Agency. a. If Agency did not provide GTFS data, TT will not send Validation Information. b. If the Hardware Validator does not have an internet connection, TT will not send Validation Information.
“Validation Information” means the following data elements. ● Timestamp
○ Validation_timestamp - when the validation occurred
● Location of stop nearest validation
● Vehicle_number - This is the vehicle number Agency gives TT in Agency’s validator/bus mapping spreadsheet
● IDs that are associated with GTFS-realtime
○ Stop_code/Stop_id – The ID of the Agency’s transit stops, which come from Agency’s GTFS feeds.
○ Trip_id - The ID of that trip made by Agency’s vehicle, which comes from Agency’s GTFS feed.

For example: "Bus 123 on route 1 on Tuesday at 8:00a" would be a trip and have its own ID.

This is sometimes called a “run number”.
○ Route_id – Agency’s route name (typically a number) in Agency’s GTFS feed as customers refer to that specific route.
● User IDs
○ User ID - A unique Rider ID that is associated with the Rider’s actions. ○ Pass ID - A unique pass ID that is associated with a specific validation of the Rider’s Pass. ● IDs associated with Fares
○ Fare_id - The type of Pass used.
○ Distribution - This field is to tell if a Pass is part of a pass program and will be left blank if not part of a pass program.
○ Distribution_code - This field has the ID number used to register for a pass program and will be left blank if not part of a pass program.
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Simi Valley City CouncilMay 19, 2025

Simi Valley City Council
May 19, 2025