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19-157 Amendment #2 Nomad Transit for Via On-Demand Shuttle Pilot Program1 SECOND AMENDMENT TO AGREEMENT 317 BETWEEN THE CITY OF CUPERTINO AND NOMAD TRANSIT, LLC FOR ON-DEMAND SHUTTLE PILOT PROGRAM This Second Amendment to Agreement 317 between the City of Cupertino and Nomad Transit, LLC is by and between the CITY OF CUPERTINO, a municipal corporation (hereinafter "City") and Nomad Transit, LLC, a Limited Liability Company (“Contractor”) whose address is 160 Varick St, Floor 4, New York, NY 10013, and is made with reference to the following: RECITALS: A. On August 20, 2019, Agreement 317 (“Agreement”) was entered into by and between City and Contractor for On-Demand Shuttle Pilot Program . B. The City and the Contractor entered into a First Amendment for On-Demand Shuttle Pilot Program services (“First Amended Agreement”) effective July 20th, 2021. C. City and Contractor desire to modify the Agreement on the terms and conditions set forth herein. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: 1. Paragraph 3.1 of the Agreement is modified to read as follows: This Agreement begins on the Effective Date and ends on June 30, 2023 (“Contract Time”), unless terminated earlier as provided herein. Contractor’s Services shall begin on August 20, 2019 and shall end on June 30, 2023. 2. Paragraph 4.1 of the Agreement is modified to read as follows: Maximum Compensation. City will pay Contractor for satisfactory performance of the Services an amount that will be based on actual costs but that will be capped so as not to exceed $1,950,000.00 (“Contract Price”), based upon the scope of services in Exhibit A and the budget and rates included in Exhibit C, Compensation attached and incorporated here. The maximum compensation includes all expenses and reimbursements and will remain in place even if Contractor’s actual costs exceed the capped amount. No extra work or payment is permitted without prior written approval of City. 3. Except as expressly modified herein, all other terms and covenants set forth in the Agreement shall remain the same and shall be in full force and effect. SIGNATURES CONTINUE ON THE FOLLOWING PAGE 2 IN WITNESS WHEREOF, the parties hereto have caused this modification of Agreement to be executed. CITY OF CUPERTINO By Title Date APPROVED AS TO FORM City Attorney ATTEST: City Clerk Date NOMAD TRANSIT, LLC By Title Date EXPENDITURE DISTRIBUTION Item PO Number Amount Original Agreement 2020-234 $1,750,000.00 Amendment #1 Extending term to October 31,2022 Amendment #2 Extending term to June 30, 2023 $200,000.00 Total Agreement $1,950,000.00 Alexander J Lavoie Manager Sep 27, 2022 Christopher D. Jensen City Manager Sep 27, 2022 Sep 27, 2022 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 8/4/2022 Cottingham &Butler Matt Murray 800 Main St Dubuque IA 52001 563-587-5000 563-583-7339 Pacific Insurance Company,Limited 10046 VIATRAN-02 NoMad Transit,LLC 10 Crosby Street,Floor 2 New York NY 10013 2047118450 A X 1,000,000 X 100,000 5,000 1,000,000 10,000,000 91 YR3 OH8163 10/1/2021 10/1/2022 10,000,000 A 1,000,000 X Symbol 10 X Period 2 &3 91 YR2 OH8165 10/1/2021 10/1/2022 Period 1 Limits -Symbol 11 -Bodily injury (per person)Limit $50,000,Bodily Injury (per accident)Limit $100,000,Property Damage Limit $30,000 Abuse/Molestation/Assault and Battery/Physical Altercation on the General Liability policy =$1,000,000 Occurrence/Aggregate The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are additional insured on the General Liability policy on a primary non-contributory basis per written contract between the named insured and the certificate holder that requires such a status subject to the terms and conditions of the endorsement attached to the policy. The City of Cupertino 10300 Torre Avenue Cupertino CA 95014 POLICY NUMBER: 91 YR3 OH8163 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 26 04 13 © Insurance Services Office, Inc.,2012 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Blanket, as required per written contract executed prior to a loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1.In the performance of your ongoing operations; or 2.In connection with your premises owned by or rented to you. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. POLICY NUMBER: 91 YR3 OH8163 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form YC 99 01 09 20 Page 1 of 1 © 2020, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name Of Person Or Organization: Blanket, as required per written contract executed prior to a loss The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under this policy that is shown in the SCHEDULE above, provided that: (1)The additional insured is a Named Insured under such other insurance; and (2)You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. However, the insurance provided under this endorsement will not apply beyond the extent required by such contract or agreement. All other terms, conditions, and exclusions of the policy remain unchanged. Ho l d e r I d e n t i f i e r : 77 7 7 7 7 7 7 0 7 0 7 0 7 0 0 0 7 7 7 6 1 6 1 6 0 4 5 5 7 1 1 1 0 7 6 5 7 2 7 0 2 6 2 2 7 5 5 4 2 0 77 6 2 3 1 5 7 5 2 5 1 6 3 1 0 0 7 1 6 7 2 6 6 5 2 7 5 3 3 3 2 0 0 7 6 3 7 1 5 0 0 2 2 4 5 2 3 0 2 0 70 0 5 0 3 2 4 6 4 3 3 3 7 6 6 0 7 6 0 1 5 3 0 0 4 3 2 6 4 0 1 3 0 7 0 7 3 3 6 6 5 6 2 4 6 6 6 3 1 0 72 6 0 0 0 1 5 7 0 1 2 7 5 2 0 0 7 6 7 2 7 2 4 2 0 3 5 7 7 2 0 0 0 7 7 7 7 7 7 7 0 7 0 0 0 7 0 7 0 0 7 77 7 7 7 7 7 7 0 7 0 7 0 7 0 0 0 7 3 5 2 5 6 7 7 1 1 5 4 5 6 0 0 0 7 2 2 1 1 1 5 0 7 1 3 6 0 1 3 1 0 70 2 2 3 2 6 2 5 3 0 7 3 1 1 1 0 7 0 3 3 3 3 6 2 5 2 0 6 2 0 0 1 0 7 0 2 3 2 2 7 2 5 3 1 7 2 0 0 0 0 71 2 2 3 3 7 3 5 2 1 6 2 0 0 1 0 7 0 3 3 3 3 6 2 4 3 0 6 2 1 0 0 0 7 1 3 2 2 3 7 3 5 3 1 6 3 0 1 0 0 70 3 3 3 2 6 3 5 2 0 6 2 1 1 1 0 7 7 7 5 6 1 6 3 3 5 1 7 6 5 5 4 0 7 7 7 7 7 7 7 0 7 0 0 0 7 0 7 0 0 7 Ce r t i f i c a t e N o : 57 0 0 9 4 5 4 8 1 7 4 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 07/14/2022 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Northeast, Inc. Morristown NJ Office 44 Whippany Road, Suite 220 Morristown NJ 07960 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED AA1120106Lloyd's Syndicate No. 1969INSURER A: 21113United States Fire Insurance Co.INSURER B: 41718Endurance American Specialty Ins Co.INSURER C: 26883AIG Specialty Insurance CompanyINSURER D: INSURER E: INSURER F: FAX (A/C. No.):(800) 363-0105 CONTACT NAME: Nomad Transit, LLC. 160 Varick Street 4th Floor New York NY 10013 USA COVERAGES CERTIFICATE NUMBER:570094548174 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.Limits shown are as requested POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVD INSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG GEN'L AGGREGATE LIMIT APPLIES PER: PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) BODILY INJURY (Per accident) COMBINED SINGLE LIMIT (Ea accident) EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $6,000,000 $6,000,000 10/01/2021 SIR applies per policy terms & conditions UMBRELLA LIABA 10/01/2022CSDIG2100022 RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH- ER PER STATUTEB09/25/2021 09/25/2022 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 4087419957 Cyber/EO Liability02842993602/07/2022 02/07/2023Cyber LiabilityD $3,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) There is a Waiver of Subrogation in favor of The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEThe City of Cupertino 10300 Torre Avenue Cupertino CA 95014 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER NAMED INSUREDAGENCY See Certificate Number: See Certificate Number: 570094548174 570094548174 Aon Risk Services Northeast, Inc. 570000071789 ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSURER INSURER INSURER INSURER INSURER(S) AFFORDING COVERAGE Page _ of _ NAIC # Nomad Transit, LLC. TYPE OF INSURANCE POLICY NUMBER LIMITS OTHER C Cyber Liab-XS PRX30015976400 02/07/2022 02/07/2023 XS Cyber/EO Liability $3,000,000 Retention $100,000 ADDL INSD INSR LTR SUBR WVD POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD POLICY PERIOD: 9/25/2021 - 9/25/2022 POLICY NUMBER: 4087419957 CLAIMS MADE SEXUAL MISCONDUCT AND MOLESTATION INSURANCE Form: Tysers SafeGuard 2021 - primary Policy Number: MR224153 Unique Market Reference: B0572MR224153 Renewal of: MR214153 Named Insured: City of Cupertino – Parks and Recreation Department, Public Works Department Principal Address: 10300 Torre Avenue, Cupertino, CA 95014 Policy Period: From: 1st July 2022 To: 1st July 2023 Both dates at 12:01 a.m. Local Time at the Principal Address stated in Item 1. Limit of Liability: a) USD 5,000,000 in the aggregate during the policy period for all claims brought by or on behalf of each victim, and b) USD 5,000,000 in the aggregate during the policy period for all claims brought by or on behalf of all victims and separately: c) USD 75,000 in the aggregate during the policy period for all safeguard costs resulting from all circumstances Such Sub-limit of Liability shall be part of, and not in addition to, the overall Limit of Liability stated in 3.b) above. Retention: USD 35,000 any one Victim Optional Extension Period: 12 months Additional premium of 100% of the annual premium plus applicable taxes, provided no claims and/or circumstances have been reported to the insurance company. In the event any claims and/or circumstances have been reported to the insurance company, the additional premium for the 12 month optional extension period will be determined by the insurance company at the time this Policy is not renewed or replaced by the insurance company Premium: USD 34,650 to be paid within 25 days of attachment Notification pursuant to Clause IX. shall be given to: Beazley Group Attn: Claims Group 30 Batterson Park Road Farmington, CT 06032 claims@beazley.com or Other Notices: To report a circumstance under the Safeguard Additional Coverage, Call +1 844 285 4700 where a service representative will be available 24 hours a day, seven days a week Retroactive Date: 1st July 2018 Pending or Prior Litigation Date: 1st July 2018 Service of Suit: Service of process in any suit shall be made upon: Foley & Lardner LLP, 555 California Street, Suite 1700, San Francisco, CA 94104- Governing Law: New York Conditions: Application Dated: TBA California Surplus Lines Notice 1 - LMA9098B California Complaints Notice - LMA9136A Small Additional or Return Premiums Clause (U.S.A.) – NMA 1168 Nuclear Incident Exclusion Clause-Liability-Direct – NMA 1256 Radioactive Contamination Exclusion Clause-Liability - NMA 1477 War and Terrorism Exclusion – NMA 2918 US Terrorism Risk Insurance Act of 2002 as amended New & Renewal Business Endorsement – LMA5389 Several Liability Notice – LSW1001 Sanctions Limits Clause - LMA 3100 Tysers SafeGuard 2021 - Risk Management Response Solutions Cyber Acts Clarification U.S Classification: Surplus Lines Broker and State filed in: Risk Placement Services, 2850 Golf Road, Rolling Meadows, IL 60008 License Number: 0C66724 State of Filing: California Subject to: 1) Satisfactory second signature on the Renewal App All subjectivities to be received within 7 working days of binding otherwise Underwriters reserve the right to amend terms or cancel ab initio. Brokerage: 17.5% or same net equivalent downwards, plus taxes as applicable Information: Employees – 294 Contractors – 70 Exposure Units – 97,000 Nature of Business – Municipality Cancellation by an Insured may result in a short rate calculation to determine the return premium, subject to 5% minimum earned of the total premium. Underwriting Security: 100% Lloyd’s (Information about Lloyds) AMENDMENT NO. 1 to the PROFESSIONAL/CONSUL TING SERVICES AGREEMENT between the CITY OF CUPERTINO and NOMAD TRANSIT LLC July 20, 2021 This Amendment No . 1 to the Professional/Consulting Services Agreement between the City of Cupertino ("the City") and NoMad Transit LLC ("Contractor"), hereinafter the "Parties," dated August 20, 2019 (the "Existing Contract"), is made and entered into this 2oth day of July, 2021 . Except as expressly amended herein, the Existing Contract is in full force and effect. RECITALS WHEREAS, the City and Contractor entered into the Existing Contract, effective as of August 20, 2019 for the Cupertino On-Demand Shuttle Pilot Program ("Shuttle Program"); WHEREAS, the City and Contractor entered into a Temporary Covid-19 Suspension Service Order to pause operations of the Shuttle Program, effective August 23, 2020, due to the continued public health emergency associated with the Covid-19 pandemic; WHEREAS, in light of the current state of the public health emergency associated with the Covid-19 pandemic, the Parties have determined that the Temporary Covid-19 Suspension Service Order should terminate on September 1, 2021 and the Shuttle Program will resume operations on that date ("Relaunch"); WHEREAS, the Contractor has informed the City that it intends to ensure that the Shuttle Program will come within and comply fully with California law, including as modified by Proposition 22; NOW, THEREFORE, IT IS MUTUALLY AGREED by Parties hereto to amend the Existing Contract as set forth below. 1. TIME OF PERFORMANCE (Section 3): Section 3.1 shall be revised to read as follows : 'This Agreement begins on the Effective Date and ends on October 31 , 2022 ("Contract Time"), unless terminated earlier as provided herein . In addition, one 3-month contract extension will be allowed upon mutual agreement by the Contractor and the City, which would extend the contract end date to January 31, 2023 . Contractor's Services shall begin on August 20, 2019 and shall end on October 31, 2022 or January 31 , 2023 if the optional extension is approved by both parties . This extension of the Time of Performance shall not increase the total "not to exceed " value of this Agreement ($1 ,750,000), stated in Section 4 below." 2. OPTIONAL COVID-19 SUSPENSION ORDER 1. Should there be mutual agreement to temporarily suspend service in light of limited ridership due to the ongoing Covid-19 public health crisis, Via will undertake necessary action to implement a temporary service suspension. This will include , but is not limited to, removing Via-Cupertino branding from vans, returning vans to their lessor, and communicating to customers the suspension of the service . Via will undertake all necessary actions to resume operation of the service upon the City's written request no fewer than eight (8) calendar weeks prior to the City's desired restart date . These actions will include acquiring new service vehicles, applying service branding to the new vehicles, re-training driver partners, and communicating to riders the resumption of service . Upon the resumption of service, Via will continue to operate the Via- Cupertino service for the remainder of this contract. 2. Customer shall pay to Via the following fee in the event of a temporary service suspension : I Invoicing Terms $3,125 per month In accordance with the Terms, all fees set forth herein are exclusive of any applicable taxes and are payable within thirty (30) days of receipt of invoice . All fees are shown in US dollars . Via will invoice the City for the first payment after the initiation of the suspension order . During such time as the Via-Cupertino service remains suspended under this Suspension Order, Via shall not invoice the City any additional fees as stated in the Agreement. 3. INDEMNIFICATION; LIMITATION OF LIABILITY (Section 11): Section 11.1 shall be revised by adding a new clause (f), which shall read as follows: "(f) Any violation of labor and/or employment laws , including claims based, in full or in part, on a theory of joint employer liability . This indemnity shall include any claims made by anyone, including drivers and independent contractors, who perform any work in connection with the Shuttle Program." A new Section 11.6 is added which shall read as follows: "The indemnification specified in Section 11 .1 (f) shall survive termination or closeout of the Agreement or final payment and is in addition to any other rights or remedies that City may have under the law or under the Agreement." 4. COMPLIANCE WITH LABOR LAWS (Section 13.2): Section 13 .2 shall be revised by adding the following text at the end : "Contractor is also responsible for ensuring the Shuttle Program is operated in compliance with all applicable labor laws, including but not limited to, Proposition 22 ." 5. EXHIBIT C -FEES: 1. The first paragraph of Exhibit C and the pricing table thereto shall be deleted in their entirety and replaced with the following : "The table below outlines the payment structure , in which Cupertino would be charged on a per .._ _____ _._.river h.ou price__. e ·ce ours basis The total contract value shall not exceed $1,750,000. Contractor has proposed these fees in response to the passage of Proposition 22, reasoning that the new law requires the provision of new mandatory protections and benefits to drivers, and promotes customer and public safety through additional safety-related procedures. Contractor's interpretation of Proposition 22 is that such benefits and protections provided to drivers include, inter alia, guaranteed minimum earnings, eligibility for healthcare contributions, additional loss and liability insurance protections, and implementation of additional safety training. The fees detailed in the Amended Contract column below reflect changes in fees Contractor has proposed in connection with its planned implementation of and compliance with Proposition 22." Ci of Cu rtino Total Contract Value • Amended for Pro 22 Original Contract (From Launch 10/28/2019 • 11/30/2020) Before Prop 22 Adjustments Amended Contract (From 12/0112020 .10/31no22) After Prop 22 Adjustments Price per Price per Price per Driver Customer Total Estimated Price per Orinr Customer Total Estimated Hour Service Hour Hour Cost Total Not-to-Exceed Amount for 1 S�onth Original Contract+ 14-Month Extension (Unchanged from Original Contract) $1,750,000 Note: Pricing excludes an taxes (e.g. Access for All fees}, Ymk::h are to be passed through as incurred. Driver Hours & Secvlce Hours Summary· Total lrtl>lied Driver Hours Total Implied Service Hours 9.197 3.350 2.The subsection "Monthly Fees" shall be replaced with the following text: Monthly Fees $1,0-44 516 $98000 $4950 $1,147,467 24,416 3.920 Cupertino shall pay the following fees, to be invoiced monthly by Contractor, starting upon Relaunch: •$42.78 per driver hour •$25.00 per service hour This Amendment No. 1 may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. IN WITNESS WHEREOF the Parties hereto have executed this Amendment No. 1 as of the date herein set forth. CITY OF CUPERTINO By: ____________________ _ Greg Larson, Interim City Manager NOMAD TRANSIT LLC cwi-A 6UZ-l-n4.-By: ____________________ _ Erin Abrams, Manager Greg Larson APPROVED AS TO FORM By: ____________________ _ Christopher Jensen, City Attorney ATTEST: By: ____________________ _ Kirsten Squarcia, City Clerk Christopher D. Jensen A -Draft Contract Amendment. Final Audit Report 2021 -07-08 Created : 2021 -07-07 By: Julia Kins! Guliak@cupertino .org) Status : Signed Transaction ID : CBJCHBCAABAA3unam2QhpK9PaFAyYFIRrJmmQl75MG_X "A -Draft Contract Amendment." History ~ Document created by Julia Kinst Uuliak@cupertino .org) 2021-07-07 -8:33 :34 PM GMT-IP address : 216 .198 .111 .214 G?. Document emailed to Jennifer Thompson Uennifer.thompson@ridewithvia .com) for approval 2021-07-07 -8:37 :17 PM GMT ~ Email viewed by Jennifer Thompson Uennifer.thompson@ridewithvia.com) 2021-07-07 -8:43 :39 PM GMT-IP address : 66 .249 .84 .241 00 Document approved by Jenn ifer Thompson Uennifer.thompson@ridewithvia.com) Approval Date : 2021 -07-08 -6 :54 :18 PM GMT -T ime Sou rce : server-IP address: 208 .184 .154 .83 g Document ema i led to Erin Abrams (erin@ ridewithvia.com) for signatu re 2021-07-08 -6:54 :21 PM GM T ~ Email viewed by Erin Abrams (erin@ridewithvia .com) 2021-07-08 -6:54 :23 PM GMT-IP add ress : 66 .249 .92 .197 00 Document e-signed by Eri n Abrams (erin@ridewithvia.com) Signature Date : 2021-07-08 -10:41 :09 PM GMT -Time Source : server-IP address : 100 .38 .155.48 fJ Agreement completed . 2021 -07-08 -10:41 :09 PM GMT SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 7/1/2021 Cottingham &Butler Matt Murray 800 Main St Dubuque IA 52001 563-587-5000 563-583-7339 Pacific Insurance Company,Limited 10046 VIATRAN-02 NoMad Transit,LLC 10 Crosby Street,Floor 2 New York NY 10013 1472165377 A X 1,000,000 X 100,000 5,000 1,000,000 10,000,000 91 YR3 OH8163 9/15/2020 10/1/2021 10,000,000 A 1,000,000 X Symbol 10 X Period 2 &3 91 YR2 OH8165 9/15/2020 10/1/2021 Period 1 Limits -Bodily injury (per person)Limit $50,000,Bodily Injury (per accident)Limit $100,000,Property Damage Limit $30,000 -Symbol 11 Abuse/Molestation/Assault and Battery/Physical Altercation on the General Liability policy =$1,000,000 Occurrence/Aggregate The City of Cupertino,its City Council,officers,officials,employees,agents,servants and volunteers are additional insured on the General Liability policy on a primary non-contributory basis per written contract between the named insured and the certificate holder that requires such a status subject to the terms and conditions of the endorsement attached to the policy. The City of Cupertino 10300 Torre Avenue Cupertino CA 95014 POLICY NUMBER: 91 YR3 OH8163 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 26 04 13 © Insurance Services Office, Inc.,2012 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Blanket, as required per written contract executed prior to a loss Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1.In the performance of your ongoing operations; or 2.In connection with your premises owned by or rented to you. However: 1.The insurance afforded to such additional insured only applies to the extent permitted by law; and 2.If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B.With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1.Required by the contract or agreement; or 2.Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations. POLICY NUMBER: 91 YR3 OH8163 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. Form YC 99 01 09 20 Page 1 of 1 © 2020, The Hartford (Includes copyrighted material of Insurance Services Office, Inc. with its permission.) PRIMARY AND NONCONTRIBUTORY – OTHER INSURANCE CONDITION This endorsement modifies insurance provided under the following: BUSINESS AUTO COVERAGE FORM COMMERCIAL GENERAL LIABILITY COVERAGE FORM SCHEDULE Name Of Person Or Organization: Blanket, as required per written contract executed prior to a loss The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary And Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under this policy that is shown in the SCHEDULE above, provided that: (1)The additional insured is a Named Insured under such other insurance; and (2)You have agreed in writing in a contract or agreement that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. However, the insurance provided under this endorsement will not apply beyond the extent required by such contract or agreement. All other terms, conditions, and exclusions of the policy remain unchanged. Ho l d e r I d e n t i f i e r : 77 7 7 7 7 7 7 0 7 0 7 0 7 0 0 0 7 7 7 6 1 6 1 6 0 4 5 5 7 1 1 1 0 7 6 5 7 2 7 0 2 6 2 2 7 5 5 4 2 0 77 6 2 3 1 5 7 5 2 5 1 6 3 1 0 0 7 1 6 7 2 6 6 5 2 7 5 3 3 3 2 0 0 7 6 3 7 1 5 0 0 2 2 4 5 2 3 0 2 0 74 0 5 0 3 6 4 6 0 3 3 7 7 6 6 0 7 6 4 1 5 3 0 4 0 3 6 6 4 0 1 3 0 7 4 3 7 3 2 6 5 6 2 0 6 6 6 7 1 0 72 6 4 0 0 5 5 7 0 1 6 7 1 2 0 0 7 6 7 2 7 2 4 2 0 3 5 7 7 2 0 0 0 7 7 7 7 7 7 7 0 7 0 0 0 7 0 7 0 0 7 77 7 7 7 7 7 7 0 7 0 7 0 7 0 0 0 7 3 5 2 5 6 7 7 1 1 5 4 5 6 0 0 0 7 3 3 1 0 0 5 0 7 1 3 7 0 0 3 0 0 70 3 3 3 3 6 2 5 2 0 6 2 1 0 0 0 7 0 2 2 3 3 7 3 5 2 1 7 3 0 1 1 0 7 0 2 2 3 3 7 2 4 2 0 6 3 0 1 1 0 71 2 3 2 3 7 3 5 3 1 6 3 0 0 0 0 7 0 2 2 2 3 6 3 4 3 1 7 3 0 0 0 0 7 1 3 2 2 2 7 2 4 3 1 7 3 1 0 1 0 70 2 3 3 2 6 2 5 3 0 6 3 1 1 1 0 7 7 7 5 6 1 6 3 3 5 1 7 6 5 5 4 0 7 7 7 7 7 7 7 0 7 0 0 0 7 0 7 0 0 7 Ce r t i f i c a t e N o : 57 0 0 8 8 2 6 4 5 4 4 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 07/01/2021 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Northeast, Inc. Morristown NJ Office 44 Whippany Road, Suite 220 Morristown NJ 07960 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 21113United States Fire Insurance Co.INSURER A: AA1120106Lloyd's Syndicate No. 1969INSURER B: 11551Endurance Assurance CorporationINSURER C: INSURER D: INSURER E: INSURER F: FAX (A/C. No.):(800) 363-0105 CONTACT NAME: Nomad Transit, LLC. 160 Varick Street 4th Floor New York NY 10013 USA COVERAGES CERTIFICATE NUMBER:570088264544 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.Limits shown are as requested POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVD INSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG GEN'L AGGREGATE LIMIT APPLIES PER: PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) BODILY INJURY (Per accident) COMBINED SINGLE LIMIT (Ea accident) EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $6,000,000 $6,000,000 09/15/2020 SIR applies per policy terms & conditions UMBRELLA LIABB 09/15/2021CSDIG2000022 RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH- ER PER STATUTEA09/25/2020 09/25/2021 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 4087398834 E&O TechnologyPRO3000350410001/31/2021 01/31/2022 $5,000,000Cyber Liability Retention $100,000 E&O-TechnologyC $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Nomad Transit LLC is a no-employee entity, which is why workers' comp. Coverage is not evidenced on this certificate. Workers' comp coverage is held at the parent company level by Via Transportation, Inc. The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability policy. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEThe City of Cupertino 10300 Torre Avenue Cupertino CA 95014 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Ho l d e r I d e n t i f i e r : 77 7 7 7 7 7 7 0 7 0 7 0 7 0 0 0 7 7 7 6 1 6 1 6 0 4 5 5 7 1 1 1 0 7 6 5 7 2 7 0 2 6 2 2 7 5 5 4 2 0 77 6 2 3 1 5 7 5 2 5 1 6 3 1 0 0 7 1 6 7 2 6 6 5 2 7 5 3 3 3 2 0 0 7 6 3 7 1 5 0 0 2 2 4 5 2 3 0 2 0 74 0 5 0 3 6 4 6 0 3 3 7 7 6 6 0 7 6 4 1 5 3 0 4 0 3 6 6 4 0 1 3 0 7 4 3 7 3 2 6 5 6 2 0 6 6 6 7 1 0 72 6 4 0 0 5 5 7 0 1 6 7 1 2 0 0 7 6 7 2 7 2 4 2 0 3 5 7 7 2 0 0 0 7 7 7 7 7 7 7 0 7 0 0 0 7 0 7 0 0 7 77 7 7 7 7 7 7 0 7 0 7 0 7 0 0 0 7 3 5 2 5 6 7 7 1 1 5 4 5 6 0 0 0 7 3 3 1 0 0 5 0 7 1 3 7 0 0 3 0 0 70 3 3 3 3 6 2 5 2 0 6 2 1 0 0 0 7 0 2 2 3 3 7 3 5 2 1 7 3 0 1 1 0 7 0 2 2 3 3 7 2 4 2 0 6 3 0 1 1 0 71 2 3 2 3 7 3 5 3 1 6 3 0 0 0 0 7 0 2 2 2 3 6 3 4 3 1 7 3 0 0 0 0 7 1 3 2 2 2 7 2 4 3 1 7 3 1 0 1 0 70 2 3 3 2 6 2 5 3 0 6 3 1 1 1 0 7 7 7 5 6 1 6 3 3 5 1 7 6 5 5 4 0 7 7 7 7 7 7 7 0 7 0 0 0 7 0 7 0 0 7 Ce r t i f i c a t e N o : 57 0 0 8 8 2 6 4 5 4 4 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 07/01/2021 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Northeast, Inc. Morristown NJ Office 44 Whippany Road, Suite 220 Morristown NJ 07960 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 21113United States Fire Insurance Co.INSURER A: AA1120106Lloyd's Syndicate No. 1969INSURER B: 11551Endurance Assurance CorporationINSURER C: INSURER D: INSURER E: INSURER F: FAX (A/C. No.):(800) 363-0105 CONTACT NAME: Nomad Transit, LLC. 160 Varick Street 4th Floor New York NY 10013 USA COVERAGES CERTIFICATE NUMBER:570088264544 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.Limits shown are as requested POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVD INSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG GEN'L AGGREGATE LIMIT APPLIES PER: PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) BODILY INJURY (Per accident) COMBINED SINGLE LIMIT (Ea accident) EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $6,000,000 $6,000,000 09/15/2020 SIR applies per policy terms & conditions UMBRELLA LIABB 09/15/2021CSDIG2000022 RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH- ER PER STATUTEA09/25/2020 09/25/2021 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 4087398834 E&O TechnologyPRO3000350410001/31/2021 01/31/2022 $5,000,000Cyber Liability Retention $100,000 E&O-TechnologyC $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Nomad Transit LLC is a no-employee entity, which is why workers' comp. Coverage is not evidenced on this certificate. Workers' comp coverage is held at the parent company level by Via Transportation, Inc. The City of Cupertino, its City Council, officers, officials, employees, agents, servants and volunteers are included as Additional Insured in accordance with the policy provisions of the General Liability policy. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEThe City of Cupertino 10300 Torre Avenue Cupertino CA 95014 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Confirmation of Coverage Dear: Esther Ceballos, Bolton & Company - Pasadena Date: Jul 13, 2021 Attached please find (Carrier/Mkt Co) quotation RPS has secured on your behalf for the above mentioned risk. Please review the attached and below carefully as coverage described herein may be different from the original application submitted, or prior policy if applicable. Insured: City of Cupertino DBA: Department of Recreation and Community Services, Public Works Department RPS Reference #: BK1366362A Mailing Address: 10185 N. Stelling Road, Cupertino,CA95014 Carrier: Underwriters at Lloyd's, London / Non-Admitted AM Best Rating: A XV Policy Number: MR214153 Policy Period: 7/1/2021 to 7/1/2022 Coverage: Special Casualty - Sexual Misconduct Limit: per Carrier terms attached Policy Premium: $31,500.00 Taxes: $1,023.75 (tax state Surplus Tax/Fee) Fees: (if any are fully earned) TRIA: Status: TOTAL: $32,523.75 Commission %: Minimum Earned Premium: 5% Home State: CA The State Surplus Lines Notice applies only if Insurance Carrier is shown as Non-Admitted in the Binder Information Section. Conditions/ Subjectivities: per Carrier terms attached Please see attached company quote for complete limits, terms, conditions, and exclusions. Please note: • You are responsible for reviewing and explaining the coverage to the client, including any options, available or not from our office. The terms hereon are not fully described and no assumption should be made as to the adequacy of the coverage of the risk to the client. • You are not an Agent of the insurer, and as such, cannot bind coverage nor make any commitments on behalf of the insurer, nor of us. This policy cannot be assigned to another without the written consent of the insurer or their Agent. • Th is document is intended for use as evidence that the insurance, as described herein, has been effected and shall be subject to all terms and conditions of policy(ies) which will be issued and that in the event of any inconsistency herewith, the terms and provisions of such policy(ies) shall prevail. • If this policy is issued on a non-admitted basis, your office is responsible for completing, collecting and delivery to RPS any required surplus lines forms, taxes and fees from the insured. RPS will remit the applicable taxes and forms to the state. If this policy is subject to the surplus lines laws in your state, you should make every effort to comply with any special provisions and regulations of your state. • By binding you commit to any provisions contained hereon, such as Minimum Earned Premiums. There are no flat cancellations allowed. • When requesting a policy change, addition, cancellation, endorsement, etc. you must provide every policy number/ coverage to which the request applies. • You are responsible for the issuance and review of Certificates of Insurance (COI). COIs cannot amend or alter the terms provided herein. • In the event of a claim please report immediately and visit the RPS Claims website: https://my.rpsins.com/claimsfnol • All premiums and any fees are due to RPS within 20 days of binding unless otherwise stipulated. Accounts with payments that are overdue and are not received within this time frame are subject to cancellation. If you have any questions, please feel free to call or email me. We look forward to our next opportunity to work with you. Sincerely, Shawn McCall Risk Placement Services, Inc. - PNP Phone: 630-773-3800 Email: shawn_mccall@rpsins.com CLAIMS MADE SEXUAL MISCONDUCT AND MOLESTATION INSURANCE Form: SML Safeguard Wording - 623AFB00213 Policy Number: TBA Renewal of: MR204153 Named Insured: City of Cupertino g Parks and Recreation Department, Public Works Department Principal Address: 10300 Torre Avenue, Cupertino, CA 95014 Policy Period:From: 1st July 2021 To: 1st July 2022 Both dates at 12:01 a.m. Local Time at the Principal Address stated in Item 1. Limit of Liability: a)USD 5,000,000 for all Claims for Wrongful Acts against any one Victim b)USD 5,000,000 for all Claims for Wrongful Acts against all Victims, but sub-limited to: c)USD 50,000 for all Safeguard Costs resulting from all Circumstances Such Sub-limit of Liability shall be part of, and not in addition to, the overall Limit of Liability stated in 3.b) above. Retention: USD 35,000 any one Victim Premium: USD 31,500 Notification pursuant to Clause IX. shall be given to: Claims Department Beazley 30 Batterson Park Road, Farmington, CT 06032. claims@beazley.com (860) 677 3765 (phone) (860) 679 0247 (fax) Retroactive Date: 1st July 2018 Pending or Prior Litigation Date: 1st July 2018 Service of Suit: Foley & Lardner LLP, 555 California Street, Suite 1700, San Francisco, CA 94104- Choice of Law: New York Conditions: Application Dated: TBA #California Surplus Lines Notice 1- LMA9098A California Complaints Notice - LMA9136A Small Additional or Return Premiums Clause (U.S.A.) g NMA 1168 Nuclear Incident Exclusion Clause-Liability-Direct g NMA 1256 Radioactive Contamination Exclusion Clause-Liability - NMA 1477 War and Terrorism Exclusion g NMA 2918 Several Liability Notice g LSW1001 Sanctions Limits Clause - LMA 3100 Beazley Safeguard Education Document Tysers Safeguard Enhancement Endorsement Cyber Acts Clarification Amended Definition of Independent Contractor Endorsement g as attached U.S Classification: Surplus Lines Broker and State filed in: Risk Placement Services, 2850 Golf Road, Rolling Meadows, IL 60008 License Number: 0C66724 State of Filing: CA Subject to: 1) Renewal application to be resigned and dated within 30 days of inception 2) Confirmation of the Surplus Lines Broker. Including name of individual, company name, address and license number. All subjectivities to be received within 7 working days of binding otherwise Underwriters reserve the right to amend terms or cancel ab initio. Brokerage: 20% or same net equivalent downwards, plus taxes as applicable Information: Employees g 294 Independent Contractors -70 Exposure Units g 97,000 Nature of Business g Municipality Cancellation by an Insured may result in a short rate calculation to determine the return premium, subject to 5% minimum earned of the total premium. Nomad Transit Amendment #2 for Via On- Demand Shuttle Pilot Program Final Audit Report 2022-09-27 Created:2022-09-22 By:City of Cupertino (webmaster@cupertino.org) Status:Signed Transaction ID:CBJCHBCAABAAJwMYyrHPRsY_wczPaTPmZgK5vMsPMelM "Nomad Transit Amendment #2 for Via On-Demand Shuttle Pilot Program" History Document created by City of Cupertino (webmaster@cupertino.org) 2022-09-22 - 10:46:10 PM GMT- IP address: 35.229.54.2 Document emailed to Julia Kinst (juliak@cupertino.org) for approval 2022-09-22 - 10:48:13 PM GMT Document approved by Julia Kinst (juliak@cupertino.org) Approval Date: 2022-09-22 - 10:48:52 PM GMT - Time Source: server- IP address: 216.198.111.214 Document emailed to Araceli Alejandre (aracelia@cupertino.org) for approval 2022-09-22 - 10:49:00 PM GMT Document approved by Araceli Alejandre (aracelia@cupertino.org) Approval Date: 2022-09-22 - 11:06:30 PM GMT - Time Source: server- IP address: 73.170.27.253 Document emailed to alex@ridewithvia.com for signature 2022-09-22 - 11:06:38 PM GMT Email viewed by alex@ridewithvia.com 2022-09-22 - 11:11:49 PM GMT- IP address: 66.249.93.229 Signer alex@ridewithvia.com entered name at signing as Alexander J Lavoie 2022-09-27 - 5:44:22 PM GMT- IP address: 85.241.130.68 Document e-signed by Alexander J Lavoie (alex@ridewithvia.com) Signature Date: 2022-09-27 - 5:44:23 PM GMT - Time Source: server- IP address: 85.241.130.68 Document emailed to christopherj@cupertino.org for signature 2022-09-27 - 5:44:31 PM GMT Email viewed by christopherj@cupertino.org 2022-09-27 - 5:48:48 PM GMT- IP address: 104.47.73.254 Signer christopherj@cupertino.org entered name at signing as Christopher D. Jensen 2022-09-27 - 5:49:08 PM GMT- IP address: 136.24.42.212 Document e-signed by Christopher D. Jensen (christopherj@cupertino.org) Signature Date: 2022-09-27 - 5:49:09 PM GMT - Time Source: server- IP address: 136.24.42.212 Document emailed to Pamela Wu (pamelaw@cupertino.org) for signature 2022-09-27 - 5:49:18 PM GMT Email viewed by Pamela Wu (pamelaw@cupertino.org) 2022-09-27 - 11:22:30 PM GMT- IP address: 104.47.74.126 Document e-signed by Pamela Wu (pamelaw@cupertino.org) Signature Date: 2022-09-27 - 11:22:41 PM GMT - Time Source: server- IP address: 64.165.34.3 Document emailed to Kirsten Squarcia (kirstens@cupertino.org) for signature 2022-09-27 - 11:22:49 PM GMT Email viewed by Kirsten Squarcia (kirstens@cupertino.org) 2022-09-27 - 11:36:01 PM GMT- IP address: 104.47.74.126 Document e-signed by Kirsten Squarcia (kirstens@cupertino.org) Signature Date: 2022-09-27 - 11:36:09 PM GMT - Time Source: server- IP address: 162.245.20.145 Agreement completed. 2022-09-27 - 11:36:09 PM GMT