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DocuSign Envelope ID: F84FB83F-E456-4719-BFA9-37B616B03915
SERVICES AGREEMENT
(Not Construction Related)
UNIFIED PARATRANSIT / MICROTRANSIT SCHEDULING SOFTWARE
(City of Glendale Solicitation No. RFP 21-46)
This Services Agreement ("Agreement") is entered into and effective between the CITY OF GLENDALE, an
Arizona municipal corporation ("City") and Via Mobility, LLC, Delaware limited liability company, ("Contractor") as
of the day of 2022 (“Effective Date”).
RECITALS
A. City intends to undertake a project for the benefit of the public and with public funds (the "Project");
B. City desires to retain the professional services of Contractor to perform certain specific duties and produce
the specific work as set forth in the attached Exhibit A, Project Scope of Work (“Scope”);
Cc. Contractor desires to provide City with services (“Services”) consistent with industry-best practices and the
standards set forth in this Agreement, in order to complete the Project; and
D. City and Contractor desire to memorialize their agreement with this document.
AGREEMENT
The parties hereby agree as follows:
1, Key Personnel; Other Contractors and Subcontractors.
1.1 Services. Contractor will provide all Services necessary to assure the Project is completed timely
and efficiently consistent within Project requirements, including, but not limited to, working in
close interaction and interfacing with City and its designated employees, and working closely with
others, including other contractors, retained by City.
2. Schedule. The Services will be undertaken in a manner that ensures the Project is completed timely and
efficiently in accordance with the Project.
3. Contractor’s Work.
3.1 Standard. Contractor must perform Services in accordance with the standards of due diligence,
care, and quality prevailing among Contractors having substantial experience with the successful
furnishing of Services for projects that are equivalent in size, scope, quality, and other criteria under
the Project and identified in this Agreement.
3.2 Licensing. Contractor warrants that:
a. Contractor currently holds all appropriate and required licenses, registrations and other
approvals necessary for the lawful furnishing of Services ("Approvals"); and
b. Neither Contractor nor any SubContractor has been debarred or otherwise legally excluded
from contracting with any federal, state, or local governmental entity ("Debarment").
163) City is under no obligation to ascertain or confirm the existence or issuance of any
Approvals or Debarments, or to examine Contractor's contracting ability.
(2) Contractor must notify City immediately if any Approvals or Debarment changes
during the Agreement's duration. The failure of the Contractor to notify City as
required will constitute a material default under the Agreement.
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3.3 Complian
a. Services will be furnished in compliance with applicable federal, state, county and local
statutes, rules, regulations, ordinances, building codes, life safety codes, and other
standards and criteria designated by City.
b. Contractor must not discriminate against any employee or applicant for employment on
the basis of race, color, religion, sex, national origin, age, marital status, sexual orientation,
gender identity or expression, genetic characteristics, familial status, U.S. military veteran
status or any disability. Contractor will require any Sub-contractor to be bound to the same
requirements as stated within this section. Contractor, and on behalf of any subcontractors,
warrants compliance with this section.
3.4 Via Solution License.
a. Subject to the terms and conditions herein, Contractor will grant City subscription, access,
and use rights (“Use Rights”) for the specific applications (the “Applications”) and
deployment types identified in the Scope. The Scope will further contain terms specifying
on how City may co-brand the manner in which the application is displayed on the City’s
devices (the “Devices”).
b. In connection with the provision of the Via Solution (as defined in the Scope), Contractor
provides a limited, non-exclusive license during the Term to City to the Applications for
use with the Devices for the Project and sublicense to its riders, drivers and local
operators, subject to the terms set forth herein.
c. City and Contractor agree that, all intellectual property rights in and to the Via Solution
and all of their derivative works and improvements are owned by, and ate proprietary to
Contractor. Except for the Use Rights granted herein (a) no right, title or interest in or to
the Via Solution or any portion thereof is or shall be granted or transferred to City under
this Agreement, whether by license or otherwise; and (b) City acknowledges and agrees that
it shall have no right to use, reproduce, distribute, sublicense, modify or otherwise provide
to third parties, the Via Solution, in whole or in part, except as explicitly granted herein.
City shall not directly or indirectly disassemble, decrypt, scan, decompile or otherwise
reverse engineer in any manner any components or elements of the Via Solution or assist a
third-party to do so. In the event that Contractor provides City with any hard-copy or
electronic copies of materials containing Contractor’s confidential information, including
information pertaining to the Via Solution and its operation, and City retains copies of
such materials in accordance with its general procurement rules following the termination
of this Agreement, City acknowledges that all intellectual property rights relating to the Via
Solution and all of their derivative works and improvements remain the sole property of
Contractor. Consultant warrants, and agrees to indemnify, hold harmless and defend City
for, from and against any claim that any software or related services provided by
Consultant infringes on third-party proprietary interests except if it arises from any
unapproved modifications made by City or City's data.
4. Compensation for the Project.
41 Compensation. Contractor's compensation for the Project, including those furnished by its
SubContractors will not exceed $421,490.00 as specifically detailed in Exhibit B ("Compensation").
4.2 Change in Scope of Project. The Compensation may be equitably adjusted if the originally
contemplated Scope as outlined in the Project is significantly modified.
a. Adjustments to Compensation require a written amendment to this Agreement and may
requite City Council approval.
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Additional services which are outside the Scope of the Project contained in this Agreement
may not be performed by the Contractor without prior written authorization from the City.
Notwithstanding the incorporation of the Exhibits to this Agreement by reference, should
any conflict arise between the provisions of this Agreement and the provisions found in
the Exhibits and accompanying attachments, the provisions of this Agreement shall take
priority and govern the conduct of the parties.
43 Allowances. An “Allowance” may be identified only for work that is required by the Scope and the
value of which cannot reasonably be quantified at the time of this Agreement.
a. As stated in Sec. 4.1 above, the Compensation must incorporate all Allowance amounts
and any unused allowance at the completion of the Project will remain with City.
b. Contractor may not add any mark-up for work identified as an Allowance and which is to
be performed by a SubContractor.
c. Contractor will not use any portion of an Allowance without prior written authorization
from the City.
d. Examples of Allowance items include, but are not limited to, subsurface pothole
investigations, survey, geotechnical investigations, public participation, radio path studies
and material testing.
5. Billings and Payment.
5.1 Applications.
a. Contractor will submit monthly invoices (each, a "Payment Application") to City's Project
Manager and City will remit payments based upon the Payment Application as stated
below.
b. The period covered by each Payment Application will be one calendar month ending on
the last day of the month.
5.2 Payment.
a. After a full and complete Payment Application is received, City will process and remit
payment within 30 days.
b. Payment may be subject to or conditioned upon City's receipt of:
(ty Completed work generated by Contractor and its SubContractors; and
(2) Unconditional waivers and releases on final payment from all SubContractors as
City may reasonably request to assure the Project will be free of claims arising
from required performances under this Agreement.
5.3 Review and Withholding. City's Project Manager will timely review and certify Payment
Applications.
a.
If the Payment Application is rejected, the Project Manager will issue a written listing of
the items not approved for payment.
b. City may withhold an amount sufficient to pay expenses that City reasonably expects to
incur in correcting the deficiency or deficiencies rejected for payment.
6. Termination.
6.1 For Convenience. City may terminate this Agreement for convenience, without cause, by
delivering a written termination notice stating the effective termination date, which may not be less
than 90 days following the date of delivery.
a.
Contractor will be equitably compensated for Services furnished prior to receipt of the
termination notice and for reasonable costs incurred.
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Contractor will also be similarly compensated for any approved effort expended, and
approved costs incurred, that are directly associated with Project closeout and delivery of
the required items to the City.
6.2 For Cause. City may terminate this Agreement for cause if Contractor fails to cure any breach of
this Agreement within seven days after receipt of written notice specifying the breach.
a.
Contractor will not be entitled to further payment until after City has determined its
damages. If City's damages resulting from the breach, as determined by City, are less than
the equitable amount due but not paid Contractor for Services furnished, City will pay the
amount due to Contractor, less City's damages, in accordance with the provisions of Sec. 5.
If City's direct damages exceed amounts otherwise due to Contractor, Contractor must pay
the difference to City immediately upon demand; however, Contractor will not be subject
to consequential damages more than $1,000,000 or the amount of this Agreement,
whichever is greater.
7. Conflict. Contractor acknowledges this Agreement is subject to A.R.S. § 38-511, which allows for
cancellation of this Agreement in the event any person who is significantly involved in initiating,
negotiating, securing, drafting, or creating the Agreement on City's behalf is also an employee, agent, or
Contractor of any other party to this Agreement.
8. Insurance. For the duration of the term of this Agreement, Contractor shall procure and maintain
insurance against claims for injuries to persons or damages to property which may arise from or in
connection with the performance of all tasks or work necessary to complete the Project as herein defined.
Such insurance shall cover Contractor, its agent(s), representative(s), employee(s) and any subcontractors.
8.1 Minimum Scope and Limit of Insurance. Coverage must be at least as broad as:
a.
Commercial General Liability (CGL): Insurance Services Office Form CG 00 01,
including products, with limits of no less than $1,000,000 per occurrence for bodily injury,
personal injury, and property damage. If a general aggregate limit applies, cither the general
aggregate limit shall apply separately to this project/location or the general aggregate limit
shall be twice the required occurrence limit.
Automobile Liability: Insurance Services Office Form Number CA 0001 covering Code 1
(any auto), with limits no less than $1,000,000 per accident for bodily injury and property
damage.
Worker’s Compensation: Insurance as required by the State of Arizona, with Statutory
Limits, and Employers’ Liability insurance with a limit of no less than $1,000,000 per
accident for bodily injury or disease.
Technology Errors & Omission Insurance: Each claim $2,000,000 Annual Aggregate
$2,000,000. Such insurance shall cover any, and all errors, omissions, or negligent acts in
the delivery of products, services, and/or licensed programs under this contract. In the
event that the Tech E&O insurance is written on a claims- made basis, Contractor
warrants that any retroactive date under the policy shall precede the effective date of this
Agreement and, either continuous coverage will be maintained, or an extended discovery
petiod will be exercised for a period of two (2) years, beginning at the time work under this
Agreement is completed.
Network Security (Cyber) And Privacy Liability: Each Claim $2,000,000 Annual Aggregate
$2,000,000. Such insurance shall include, but not be limited to, coverage for third party
claims and losses with respect to network risks (such as data breaches, unauthorized access
or use, ID theft of data) and invasion of privacy regardless of the type of media involved in
the loss of private information, crisis management and identity theft response costs. This
should also include breach notification costs, credit remediation, and credit monitoring,
defense and claims expenses, regulatory defense costs plus fines and penalties, cyber
extortion, computer program and electronic data restoration expenses coverage (data asset
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protection), and network business interruption. In the event that the Network Security and
Privacy Liability insurance requited by this Agreement is written on a claims-made basis,
Contractor warrants that any retroactive date under the policy shall precede the effective
date of this Contract and, either continuous coverage will be maintained, or am extended
discovery period will be exercised for a period of two (2) years beginning at the time work
under this Agreement is completed.
8.2. Indemnification.
a.
To the fullest extent permitted by law, Contractor must defend, indemnify, and hold
harmless City and its elected officials, officers, employees and agents (each, an
"Indemnified Party," collectively, the "Indemnified Parties") for, from, and against any and
all claims, demands, actions, damages, judgments, settlements, personal injury (including
sickness, disease, death, and bodily harm), property damage (including loss of use),
infringement, governmental action and all other losses and expenses, including attorneys’
fees and litigation expenses (each, a "Demand or Expense" collectively "Demands or
Expenses") asserted by a third-party (ie. a person or entity other than City or Contractor)
and that arises out of or results from the breach of this Agreement by the Contractor or
the Contractor’s negligent actions, ertors or omissions (of any SubContractor or other
person ot firm employed by Contractor), whether sustained before or after completion of
the Project.
This indemnity and hold harmless provision applies even if a Demand or Expense is in
part due to the Indemnified Party's negligence or breach of a responsibility under this
Agreement, but in that event, Contractor will be liable only to the extent the Demand or
Expense results from the negligence or breach of a responsibility of Contractor or of any
person or entity for whom Contractor is responsible.
Contractor is not required to indemnify any Indemnified Parties for, from, or against any
Demand or Expense resulting from the Indemnified Party's sole negligence or other fault
solely attributable to the Indemnified Party.
Notwithstanding anything to the contrary express or implied in this Agreement, Contractor shall have no liability for
any indirect, incidental, special, consequential, reliance, or punitive damages or lost or imputed profits or lost data
even if advised of the possibility of such damages. Contractor’s total liability for all claims arising in connection with
all agreements will be limited to direct damages in an amount equivalent to the fees paid or payable to Contractor
under this Agreement.
8.3 Other Insurance Provisions. The insurance policies required by the Section above must contain,
or be endorsed to contain the following insurance provisions:
a.
The City, its officers, officials, employees and volunteers are to be covered as
additional insureds of the CGL and automobile policies for any liability arising from or
in connection with the performance of all tasks or work necessary to complete the Project
as herein defined. Such liability may arise, but is not limited to, liability for materials, parts
or equipment furnished in connection with any tasks, or work performed by Contractor or
on its behalf and for liability arising from automobiles owned, leased, hired or borrowed by
Contractor. General liability coverage can be provided in the form of an endorsement to
the Contractor’s existing insurance policies, provided such endorsement is at least as broad
as ISO Form CG 20 10, 11 85 or both CG 20 10 and CG 23 37, if later revisions are used.
For any claims related to this Project, the Contractor’s insurance coverage shall be
primary insurance with respect to the City, its officers, officials, employees, and
volunteers. Any insurance or self-insurance maintained by the City, its officers, officials,
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8.4
8.5
8.6
8.7
8.8
employees or volunteers shall be in excess of the Contractor’s insurance and shall not
contribute with it.
c. Each insurance policy requited by this Section shall provide that coverage shall not be
canceled, except after providing notice to the City.
Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best rating of
no less than A: VII, unless the Contractor has obtained prior approval from the City stating that a
non-conforming insurer is acceptable to the City.
Waiver of Subrogation. Contractor heteby agrees to waive its rights of subrogation which
any insurer may acquire from Contractor by virtue of the payment of any loss. Contractor agrees
to obtain any endorsement that may be necessary to effect this waiver of subrogation. The
Workers’ Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City
for all work performed by the Contractor, its employees, agent(s) and subcontractor(s).
Verification of Coverage. Within 15 days of the Effective Date of this Agreement, Contractor shall
furnish the City with original certificates and amendatory endorsements, or copies of any applicable
insurance language making the coverage required by this Agreement effective. All certificates and
endorsements must be received and approved by the City before work commences. Failure to
obtain, submit or secure the City’s approval of the required insurance policies, certificates or
endorsements prior to the City’s agreement that work may commence shall not waive the
Contractor’s obligations to obtain and verify insurance coverage as otherwise provided in this
Section. The City reserves the right to require complete, certified copies of all required insurance
policies, including any endorsements or amendments, required by this Agreement at any time
during the Term stated herein.
Contractor’s failure to obtain, submit or secure the City’s approval of the required insurance
policies, certificates or endorsements shall not be considered a Force Majeure or defense for any
failure by the Contractor to comply with the terms and conditions of the Agreement, including any
schedule for performance or completion of the Project.
Subcontractors. Contractor shall require and shall verify that all subcontractors maintain insurance
meeting all requirements of this Agreement.
Special Risk or Circumstances. The City reserves the right to modify these insurance requirements,
including any limits of coverage, based on the nature of the risk, prior experience, insurer, coverage
or other circumstances unique to the Contractor, the Project or the insurer and Contractor shall use
commercially reasonable efforts to ascertain the costs of meeting additional insurance requirements.
The Parties will thereafter meet in good faith to choose a mutually agreeable solution.
9. E-verify, Records and Audits. To the extent applicable under ARS. § 41-4401, the Contractor warrants
its compliance and that of its SabContractors with all federal immigration laws and regulations that relate to
their employees and compliance with the E-verify requirements under A.R.S. § 23-214(A). The Contractor
ot SubContractor’s breach of this warranty shall be deemed a material breach of the Agreement and may
result in the termination of the Agreement by the City under the terms of this Agreement. The City retains
the legal right to randomly inspect the papers and records of the other party to ensure that the other party is
complying with the above-mentioned warranty. The Contractor and SubContractor warrant to keep their
respective papers and records open for random inspection during normal business hours by the other party.
The Contractor and SubContractor shall cooperate with the City’s random inspections, including granting
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10.
11.
the City entry rights onto their respective properties to perform the random inspections and waiving their
respective rights to keep such papers and records confidential.
No Boycott of Israel. To the extent A-R.S § 35-393 through § 35-393.03 are applicable, the parties hereby
certify that they are not currently engaged in, and agree for the duration of the Agreement to not engage in,
a boycott of goods or services from Israel, as that term is defined in A.R.S § 35-393.
Notices.
11.1 A notice, request or other communication that is required or permitted under this Agreement (each
"Notice") will be effective only if:
The Notice is in writing; and
b. Delivered in person or by overnight courier service (delivery charges prepaid), certified or
registered mail (return receipt requested).
c. Notice will be deemed to have been delivered to the person to whom it is addressed as of
the date of receipt, if
(1) Received on a business day before 5:00 p.m. at the address for Notices identified
for the Party in this Agreement by U.S. Mail, hand delivery, or overnight courier
service; or
(2) As of the next business day after receipt, if received after 5:00 p.m.
d. ‘The burden of proof of the place and time of delivery is upon the Party giving the Notice.
e. Digitalized signatures and copies of signatures will have the same effect as original
signatures.
11.2 Representatives.
a. Contractor. Contractor's representative (the "Contractor's Representative") authorized to
act on Contractor's behalf with respect to the Project, and his or her address for Notice
delivery is:
Via Mobility, LLC
c/o Zachary Wasserman
Manager
10 Crosby Street, Floor 2
New York, NY 10013
Tel: (949) 280-6944
Email: sophia@ridewithvia.com
b. City. City's representative ("City's Representative") authorized to act on City's behalf, and
his or her address for Notice delivery is:
City of Glendale
c/o Kevin Link
Transit Administrator
6210 W Myrtle Avenue, Building S
Glendale, Arizona 85301
City Manager City Attorney
City of Glendale City of Glendale
5850 West Glendale Avenue 5850 West Glendale Avenue
Glendale, Arizona 85301 Glendale, Arizona 85301
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c. Concurrent Notices.
(1) All notices to City's representative must be given concurrently to City Manager
and City Attorney.
(2) A notice will not be deemed to have been received by City's representative until
the time that it has also been received by the City Manager and the City Attorney.
(3) City may appoint one or more designees for the purpose of receiving notice by
delivery of a written notice to Contractor identifying the designee(s) and their
respective addresses for notices.
12. Entire Agreement; Survival; Counterparts; Signatures.
12.1 Integration. This Agreement contains, except as stated below, the entire agreement between City
12.2
12.3
12.4
12.5
12.6
12.7
13. Term.
and Contractor and supersedes all prior conversations and negotiations between the parties
regarding the Project or this Agreement.
a. Neither Party has made any representations, watranties or agreements as to any matters
concerning the Agreement's subject matter.
b. Representations, statements, conditions, or warranties not contained in this Agreement will
not be binding on the patties.
c. The solicitation, any addendums and the response submitted by the Contractor are
incorporated into this Agreement as if attached hereto. Any Contractor response modifies
the original solicitation as stated. Inconsistencies between the solicitation, any addendums
and the response or any excerpts as Exhibit A and this Agreement, will be resolved by the
terms and conditions stated in this Agreement.
Interpretation.
a. The parties fairly negotiated the Agreement's provisions to the extent they believed
necessary and with the legal representation they deemed appropriate.
b. The parties are of equal bargaining position and this Agreement must be construed equally
between the parties without consideration of which of the parties may have drafted this
Agreement.
c The Agreement will be interpreted in accordance with the laws of the State of Arizona.
Survival. Except as specifically provided otherwise in this Agreement, each warranty,
representation, indemnification and hold harmless provision, insurance requirement, and every
other right, remedy and responsibility of a Party, will survive completion of the Project, or the
earlier termination of this Agreement.
Amendment. No amendment to this Agreement will be binding unless in writing and executed by
the parties. Electronic signature blocks do not constitute execution for purposes of this Agreement.
Any amendment may be subject to City Council approval.
Remedies. All rights and remedies provided in this Agreement are cumulative and the exercise of
any one or more right or remedy will not affect any other rights or remedies under this Agreement
or applicable law.
Severability. If any provision of this Agreement is voided or found unenforceable, that
determination will not affect the validity of the other provisions, and the voided or unenforceable
provision will be reformed to conform with applicable law.
Counterparts. This Agreement may be executed in counterparts, and all counterparts will together
comprise one instrument.
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14.
15.
16.
13.1. The term of this Agreement commences upon the effective date and continues for a one-year
period. There are no automatic renewals. The City may, at its option and with the approval of the
Contractor, extend the term of this Agreement an additional four (4) years, renewable on an annual
basis. Contractor will be notified in writing by the City of its intent to extend the Agreement
period at least thirty (30) calendar days prior to the expiration of the original or any renewal
Agreement period. Price adjustments will only be reviewed during the Agreement renewal period
and any such price adjustments will be a determining factor for any renewal. There are no
automatic renewals of this Agreement.
13.2 Extension for Procurement Processes. Upon the expiration of the Term of this Agreement,
including the initial term and any renewals, at the City’s sole discretion, this Agreement may be
extended on a month-to-month basis for a maximum of six (6) months to allow for the City to
complete its procurement process to select a vendor to provide the services/materials similar to
those provided under this Agreement. The City will notify the Contractor in writing of its intent to
extend the Agreement at least thirty (30) calendar days prior to the expiration of the Term. Any
extension provided under this subsection will continue under the same terms and conditions as in
effect immediately prior to the expiration of the then-current term.
Cooperative Use of Contract. This agreement may be extended for use by other governmental agencies
and political subdivisions of the State. Any such usage by other entities must be in accord with the
ordinances, charter, rules and regulations of the respective entity and the approval of the Contractor and
City. For a list of SAVE members, click on the following link:
http: / /www.mesaaz.gov/busines chasing/save
Dispute Resolution. Any controversy or claim arising out of or relating to this contract, or the breach
thereof, shall be settled by arbitration administered according to the American Arbitration Association’s
Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator may be entered in any
court having jurisdiction thereof.
Exhibits. The following exhibits, with reference to the term in which they are first referenced, are
incorporated by this reference.
Exhibit A Scope of Work
Exhibit B Compensation
[SIGNATURES ON FOLLOWING PAGE,]
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The parties enter into this Agreement effective as of the date shown above.
City of Glendale,
an Arizona municipal corporation
By: Kevin R. Phelps
Its:
ATTEST:
Julie K. Bower
City Clerk (SEAL)
APPROVED AS TO FORM:
Michael D. Bailey
City Attorney
Via Mobility, LLC,
a Delaware limited liability company
‘DocuSigned by:
e 2 rehire Wasserman
Its: Manager
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EXHIBIT A
UNIFIED PARATRANSIT / MICROTRANSIT SCHEDULING SOFTWARE
SCOPE OF WORK
Via Mobility, LLC shall provide a comprehensive suite of software services to the goals and objectives of the City of
Glendale. Such software services shall be comprised of access to Contractor’s proprietary technology platform and
certain related systems and methods used to establish, monitor, operate and/or manage on-demand transit networks
and a cloud-based version of the foregoing (collectively, the “Via Solution” or “SaaS platform”) and accompanying
technical and operational support services. The Via Solution shall deliver a unified software scheduling solution that
encompasses all services provided currently by Glendale Dial-A-Ride (ADA paratransit, same-day demand response,
advanced scheduled bookings) along with a new microtransit on-demand system and a system that has first mile/last
mile capability.
Project Scope: Via Mobility, LLC and the City of Glendale will work together to refine the exact scope and timeline
of the following project components which ate subject to change upon mutual agreement of both parties:
A. Deploy the Via Solution to power the City’s on-demand microtransit service and the “Glendale Dial-a Ride”
paratransit service;
B. Extend access to the mobile application to paratransit riders, and unlock the ability for microtransit riders to
make reservations in advance;
C. Configure the SaaS platform to support a first- and last-mile service that connects residents to and from bus
stops in North Glendale; and
D. Scope out a trip brokering solution to support the City’s needs to dispatch overflow trips to third-party
vehicles as needed.
After contract execution, the project will commence with a planning phase, where both parties will collaborate to
further define the project components described above, and align on a mutual understanding of:
A. The City’s goals and objectives for the new microttansit service and the improved Dial-A-Ride service;
B. The current ptocesses and pain points of the Dial-A-Ride service;
C. The exact scope of the new Via solution; and
D. The timeline and change management plan for gradually rolling out the Via system and supporting the City’s
setvices.
Once the planning phase is complete, both parties will work together to begin the launch activities, including the steps
of localizing the Via SaaS platform to the City’s geographic zone and conducting training workshops to prepare City
staff to use the platform.
Services: The City of Glendale will receive access to the standard Via Solution and automatic software updates,
comprised of:
A. Fully localized proprietary routing and matching algorithms that analyze all trip requests, assign riders
dynamically to the best-suited vehicle, and group passengers headed in the same direction into efficient shared
tides powered by Via Mobility LLC’s patented technology;
B. Downloadable iOS and Android rider app and web platform that allow customers to book rides, track vehicles
in real time, pay for trips, and troubleshoot any issues;
C. Downloadable driver app that provides efficient turn-by-turn directions; the app allows drivets to start and
end driving time, schedule breaks, and contact live support; and
D. Access to the Via Operations Console (VOC), which allows administrators to perform a variety of functions,
including checking trip details, adjusting account information, and providing customer support;
E. Data reporting as set forth in Appendix 1 to this Exhibit A.
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Support Services — Ongoing. The following services are included in the fees up to the number of hours pet month
identified below:
A. Operational support and system adjustments: Includes algorithm adjustments and changes to virtual bus stops
/ pickup points at request of Customer: up to 10 hours per month
B. Expert consulting: 2p to 5 hours per month
© Marketing and growth: help setting up complex promotions, review and assistance for third party
tools that can integrate into Contractor’s tech
e@ Operations: Including supply optimization analysis, payment & fraud investigation, and business
case/unit economics analysis
© Service expansion: Including feasibility analysis for service expansions or additional projects
Tech Support: Dedicated customer success Contractor point of contact will use commercially reasonable efforts to
respond within one business day for non-critical issues (upon receipt of a detailed description of the issue as
requested by Contractor) and to ensure that assistance is provided within a reasonable time frame. Contractor will
also provide City with an appropriate channel for alerting Contractor to system outages or other critical issues, with
respect to which Contractor will provide emergency assistance. Contractor will provide evidence of SOC 2
Compliance annually or upon request of the City.
Additional Services
OWhite List Point Consulting
OCorporate Account Management dashboards
OFixed Route Referral
OMulti-modal Integration
OCross-Agency Integration
O Third-party trip planner integration
OPayment Provider Integration
OiCustomer Support
O Consulting
Upon termination or expiration of contract, Contractor will cooperate with the City and any alternate service
provider designated by the City and otherwise promptly take all reasonable actions required to assist the City in
effecting a complete transition. Contractor will provide all reasonable information and assistance regarding the
terminated Services required for transition provided that such information or assistance shall not include providing
the alternate service provider with access to the Via Solution. Contractor will provide data back to the City in a
standard Microsoft sql backup file at no cost. All such activities and services relating to transition (collectively
Transition Services) will otherwise be deemed a part of the Services to be performed by Contractor. To the extent
the Transition Services are a continuation of those Services provided before the termination or expiration of this
Agreement, the charges for such Services and the charges for any additional services (hereby also deemed Services
hereunder) will be calculated in accordance with the applicable Work Assignment(s). Cost for Transition Services
will be based on the fee schedule in Attachment 1 to Exhibit B. Contractor will perform the Transition Services for
the period specified by Customer, which will be up to four (4) months (the Transition Period). Upon written
authorization by the City, Contractor will destroy all City data, including City data stored on system backups,
temporary files, or other storage media provided that destruction shall include the de-identification, anonymization
and/or aggregation of City data that cannot be traced to the City. Once the destruction of data is
complete, Contractor will send notification to the Client the data has been destroyed and cannot be reproduced.
City of Glendale (COG) Responsibilities.
A. General. COG will operate and manage the Deployment as set forth in the Agreement, COG shall cooperate
with Via Mobility, LLC as necessary for the purpose of setting up the Deployment and its specifications,
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including by providing prompt feedback to Contractor’s inquiries and providing local insights, in order to
meet mutually agreed upon deadlines.
B. Launch. Within one month of signing this Order, the Parties will mutually agree on the exact geographic
zone and a targeted launch date (“Launch”).
C. Zone: COG and Contractor will agree [at least one month prior to launch] on the Deployment service zone.
Any changes or expansions to the zone may result in additional fees.
D. Support Requests. At the start of the project, Contractor will direct COG towards the relevant CRM tools
to log requests. In order to trigger a product maintenance request, requests for product maintenance must
contain detailed information about the nature of the request. Requests for additional features may be subject
to additional fees.
E. Payment Processing. The fees set forth above do not include any owed to the third party payment processor.
Via Mobility, LLC will facilitate an introduction to its recommended payment processor and COG is
responsible for entering an agreement with such payment processor in order to be able to process credit card
payments.
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Appendix 1 to Exhibit A
VOC use and Data Sharing
Authorized Users
The below exhibit sets forth the members of the Customer’s “Core Team” of personnel who are designated authorized users of the VOC
including access to the data detailed below (the “Core Team”). Access to the VOC is conditional upon Customer notifying Via,
reasonable time in advance, of the name, title, email address and any other details Via may reasonably require of the members of the
Customer Core Team.
Customer Core Team will be granted suitable permissions to allow them to manage and authorize access of additional Customer
personnel as secondary users (“Secondary Users”) to the VOC. All Core Team and Secondary Users will be subject to Customer’s
confidentiality and non-disclosure obligations, as described in the Terms. For the avoidance of any doubt, Customers’ Core Team
responsibility includes granting permissions to Secondary Users only to the extent such permission is needed for the Customer’s
operation of the Deployment and in compliance with applicable privacy legislation, and removing any Secondary User access once it is
no longer needed. Via retains the right to deny or revoke any Core Team or Secondary User access if Via suspects that such access may
be causing or have caused a breach of the Terms, or any user guidance Via issues from time to time.
Authorized Operators
Customer may not provide access to the Via Solution to any third party except with Via’s prior written consent. In the event that
Customer wishes to engage a third-party operator (“Operator”) to operate the Deployment, Customer shall provide Via a copy of an
Operator Acknowledgement Form in the form required by Via, duly executed by such Operator, as a prerequisite for Via’s allowing the
Operator access to the Via Solution. For the avoidance of doubt, no Operator will be allowed access to the Via Solution without having
signed the aforementioned Operator Acknowledgement Form. Customer Core Team will be responsible for grant of VOC permissions to
the Operator’s team, which will be considered Secondary Users for all purposes. As between Customer and Via, Customer shall remain
responsible for acts and omissions of any Operator as it relates to Operator's access to the Via Solution.
Data Sharing Plan
As part of the Deployment, and as detailed below, Via will make access to data available to members of the Customer’s Core Team, and
any above-authorized Customer’s Secondary User(s) and/or Operator(s), for the purpose of research and program evaluation for the
duration of the Term. The data will be accessible in the VOC, and may not be shared through any other method unless otherwise
authorized in writing by Via. Any and all data made available under this Order are trade secrets of Via, and subject to the confidentiality
and other protective provisions set forth in the Terms at all times. Customer may not share any such data with anyone not authorised in
accordance with this Appendix 1.
To protect Via’s intellectual property and the privacy of riders, Via will provide the following data tables and dashboards in the form of
aggregated reports and data tables to Customer through VOC:
@ Service KPI Dashboards: Visualized dashboards and graphs of Key Performance Indicators. These dashboards provide a high
level view of the overall service performance across a number of metrics and periods of time. Dashboards are available for
download as ,jpeg files or in raw form as excel spreadsheets.
® Data Generator: Set of tables with granular raw data about the service that are available for download as excel or csv
spreadsheets.
The reports will be refreshed daily. The reports are aggregated and any information about individual riders is de-identified, Additional
off-the-shelf reporting may be made available to Customer upon request at Via’s discretion. Custom reports will need to be scoped and
may come at additional cost.
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SERVICE KPI DASHBOARD
Dashboard
Service Operations Metrics & Graphs
Report Metrics
Total Ride Requests
Requests during Service Hours
Met Demand
Met Demand Rate
Completed Rides
Completed Rides Rate
Detailed Ride Requests Status
Active Riders
Driver Hours
Utilization
Rider Experience Metrics & Graphs
Average Ride Duration
Average Ride Rating
Average Pickup Walking Distance (corner-to-corner services
only)
Aggregation Rate
Average ETA
Dropoff Time Requested vs. Scheduled
Dropoff Time Scheduled vs. Actual’
Pickup Time Requested vs. Scheduled
Pickup Time Scheduled vs. Actual:
‘Pre-booked rides only
Rider Growth
Metrics & Graphs
Accounts Created
Active Riders
Total Riders Who Requested a Ride
Total Riders Who Completed a Ride
Completed Rides Per Rider
Ride Rating
Metrics and Graphs
Avg. Ride Rating
Total Bookings with Ratings
Percent Bookings with Ratings
Total Five Star Ratings
Percent Five Star Ratings
Label per Rating
Rating Distribution
Advanced Prebooking Metrics & Graphs (prebooking
only)
Request Source
Recurring Type
Hours Booked in Advance
Hours Canceled in Advance
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DATA GENERATOR
Table
Ride Request Table
Data Columns
@eeeeecseeaeesveevee eevee @
Request Creation Date & Time
Request ID
Request Status
Rider ID
Wheelchair Accessible
Booking Method
Number of Passengers
Booking type (PB+OD only)
Origin Address
Origin Lat + Long
Destination Address
Destination Lat + Long
Actual Pickup Time
Cancelation Time
No Show Time
Ride Price
Ride Distance
Ride Duration (min)
Ride Rating
Rider Activities Table
@oeeeoecee
Rider ID
Account Creation Date
Total Requests
Total Completed Rides
Total Cancellations
Total No Shows
Drivers Table
Drive ID
Driver Name
Driver Email
Active Status
Total Shift Hours
Avg. Shift Hours Per Day
Avg. Shift Hours From First Assignment Per
Day
Avg. Break Hours Per Day
Total Accepted Rides
Avg. Rating From Riders
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Vehicles Table @ Vehicle ID
® Active Status
e@ Visual ID
e@ Short Visual Identifier
@ Maker
e Color
© Vehicle Capacity
@ Max Capacity
@ Wheelchair Capacity
NTD S-10 Report e@ Service Date
Available upon request for required reporting to the FTA. (United States © Day of the Week
only) @ Vehicles Operated in Maximum Service
(VOMS)
e Actual Vehicle Hours
e Actual Vehicle Miles
@ Vehicle Revenue Hours
e@ Vehicle Revenue Miles
@ Unlinked Passenger Trips
@ Passenger Miles Traveled
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EXHIBIT B
UNIFIED PARATRANSIT / MICROTRANSIT SCHEDULING SOFTWARE
COMPENSATION
NOT-TO-EXCEED AMOUNT
The total amount of compensation paid to Contractor for full completion of all work required by the Project during
the entire term of the Project must not exceed $421,490 ($383,173 contract value plus a 10% contingency of
$38,317).
DETAILED PROJECT COMPENSATION
See Contractor’s response to RFP 21-46 (ATTACHMENT 1).
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ATTACHMENT 1
REVISED PRICING WORKBOOK
Unified ParaTransit / MicroTransit Scheduling Software
The Contractor’s YEARLY TOTAL AMOUNT shall include, but not limited to, salaries, equipment, materials,
supplies, delivery, licenses, fees, insurance, warranty, fuel surcharges, profit and any other associated direct or indirect
costs (excluding Sales Tax).
UNIFIED PARATRANSIT / MICROTRANSIT SCHEDULING SOFTWARE
FEE STRUCTURE
YEAR 1 (PILOT)
ITEM
NO.
DESCRIPTION
TOTAL AMOUNT
Licensing Fee for Year 1 (Pilot).
Detailed breakdown of all costs included in Year 1 (Pilot):
*Access to Via’s tech stack, including rider, driver and backend modules,
dynamic routing and predictive supply rebalancing and virtual bus stop
architecture.
*Maintenance of optimal pick-up points
*Regular software updates and automatic product upgrades
*Cloud hosting and third party communications and analytics tools
*Expert operations and growth support
Analytics and reporting
Via’s solution is all-inclusive; they don’t provide a granular breakdown of each
cost component
$49,140
Program and Administrative Costs.
Detailed breakdown of all program and administrative costs during Year 1 (e.g.
equipment, staffing, supplies, training, travel, etc.):
5,000- ization fc ni
$2,500-Service Design
$5,000-Co-branded rider app
$2,500-Testing and QA
$5,000-Launch support
(-$7000) -Best and Final Discount
$13,000
One-time fees not covered in Item No. 1 and 2.
N/A
N/A
Sub-Total (Year 1)
$62,140
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UNIFIED PARATRANSIT / MICROTRANSIT SCHEDULING SOFTWARE
FEE STRUCTURE
YEAR 2
ITE
NO.
DESCRIPTION
TOTAL AMOUNT
Licensing Fee for Year 2.
Detailed breakdown of all costs included in Year 2:
*Access to Via’s tech stack, including rider, driver and backend modules,
dynamic routing and predictive supply rebalancing and virtual bus stop
architecture.
*Maintenance of optimal pick-up points
*Regular software updates and automatic product upgrades
*Cloud hosting and third party communications and analytics tools
*Expert operations and growth support
*Analytics and reporting
Via’s solution is all-inclusive; they don’t provide a granular breakdown of each
cost component
$75,600
Program and Administrative Costs.
Detailed breakdown of all program and administrative costs during Year 2 (e.g.
equipment, staffing, supplies, training, travel, etc.):
N/A
N/A
Additional Yearly fees not covered in Item No. 1 and 2.
N/A
N/A
Sub-Total (Year 2)
$75,600
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