Amendment

AMENDMENT NO. 1
AUTOMATIC VEHICLE LOCATION/PASSENGER COUNTING TRACKING
SYSTEM FOR GLENDALE FIXED ROUTE TRANSIT CIRCULATORS
(RFP 19-45, Contract No, C19-0488) ;
FOR THE ASSIGNMENT AND ASSUMPTION OF OBLIGATIONS

This Amendment No. 1 (“Amendment”) to the Automatic Vehicle Location/Passenger
Counting Tracking System for Glendale Fixed Route Transit Circulators (“Agreement”)
is made this day of _» 2023, (“Effective Date”), by and between the City
of Glendale, an Arizona municipal corporation (“City”), DoubleMap, Inc., an S$
corpotation authorized to do business in Arizona (“Assignor”), and Transloc, Inc.
a Delaware corporation authorized to do business in Arizona (“Assignee”), collectively
referred to herein as the “Parties”,

RECITALS

A. City and DoubleMap, Inc. (“‘Assignor”) previously entered into agreement fot
Automatic Vehicle Location/Passengér Counting Tracking System for Glendale
Fixed Route Transit Circulators, Coritract No. C19-0488, dated June 5, 2019
(“Agreement”); and

B. The Agreement had a one (1) year initial period beginning June 5, 2019 through June
4, 2020 and provided the option to extend for an additional four (4) years renewable
of an annual basis; and

Cc, City and Assignor previously entered into Contract Extension No. 1, extending the
term of the Agreement from June 4, 2020 through June 3, 2021; and

D. City and Assignor previously entered into Contract Extension No. 2, extending the
term of the Agreement from June 4, 2021 through June 3, 2022; and

E. City and Assignor previously entered into Contract Extension No. 3, extending the
term of the Agreement from June 4, 2022 through June 3, 2023; and

F. Assignor now wishes to assign and transfer to Assignee all of Assignor’s rights and
obligations under the Agreement, as amended as per Exhibit A, and Assignee desires
to assume all of Assignot’s rights and obligations as provided in this Assignment, as
of the Effective Date; and

G. The City consents to the Assignment.and Contractor wish to modify and amend the
Agreement subject to and strictly in accordance with the terms of this Amendment.

AGREEMENT
In consideration of the mutual promises set forth herein and other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the City and
Contractor hereby agree as follows:

4/29/2021

Recitals. The recitals set forth above are not metely recitals, but form an integral
part of this Amendment.

Term. The term of the Agreement is shall expize on June 3, 2024.

Scope of Work. This Assignment shall not be construed in any way as modifying,
waiving or affective any of the terms, covenants, conditions or agreements contained
in the Agreement, except as expressly provided herein. The terms and conditions of
the Agreement, inchading all previous amendments, ate fully incorporated herein by
this reference.

Compensation. The City and Assignee agree to the new pricing set forth in Exhibit
B for the items listed therein. Any item not listed will be sold and billed as provided
in the Agreement and/or any previous amendment.

Insurance Certificate. Assignee is hereby required to submit a new insurance
certificate and must be received by the City of Glendale Procurement Division prior
to the execution of this Amendment.

Non-discrimination. 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 exptession, genetic
characteristics, familial status, U.S. military veteran status or any disability.
Contractor will require any Sub-conteactor to be bound to the same requirements as
stated within this section. Contractor, and on behalf of any subcontractors, warrants
compliance with this section.

No Boycott of Israel. To the extent ARS § 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.

Attestation of PCI Compliance. When applicable, the Contractor will provide the
City annually with a Payment Card Industry Data Security Standard (PCI DSS)
attestation of compliance certificate signed by an officer of Contractor with oversight
responsibility.

Ratification of Agreement, City and Contractor hereby agree that except as
expressly provided herein, the provisions of the Agreement shal} be, and remain in

full force and effect and that if any provision of this Amendment conflicts with the
Agreement, then the provisions of this Amendment shall prevail.

[Signatures on the following page.]

4/29/2021

CITY OF GLENDALS, an Arizona
:nunicipal corporation

ePID 2 i pena aEED :

Kevin R. Phelps, City Manager
ATYEST:

Julie K. Bower, City Gleck ~~ GBA)

APPROVED AS TO FORM:

Michael D. Bailey, City Attorney

Transioc, Inc., a Delaware corporation

Ze—

{ By: Rich Antoine
{ Ite: General Manager

4/29/2021

EXHIBIT A

July 7, 2022

Elmer Garcia
City of Glendale Procurement
City of Giendale

RE: DoubleMap’s and Transloc’s Services Are Under Common Control

Dear Elnier,

This letter is to confirm DoubleMap, Inc. (“DoubleMap”) and TransLoc, Inc., came under common
control of a corporate parent in 2019, and since have integrated operations. Since 2020, the companies
have operated as TransLoc, Inc. in the performance of Services discussed in the Technology License
and Service Agreement dated June 4°, 2019 (the “Agreement”.

If additional information is needed, please reach out to Elliott Baker. His email address is
elliott. baker@transloc.com
Sincerely,
. r
Ellis
Vice President of Sales

‘Lransloc, Ride Systems and DoubleMap Offer
Crifical Support te Transit Agencies in Kespanse to
COVID-19

FORD MORALITY

ETransLéc Doublemap Ae4eee=%s

Free on-demand software and consulting services with Fixed to Flex.

April 3, 2020, Durham, N.C., — To support transit providers in maintaining service for frontline workers
in a reliable and safe fashion during COVID-19, Ford Mobility’s TransLoc, Ride Systems and
DoubieMap are providing free transit consulting and demand response software to help agencies
quickly deploy a responsive service that can both support evolving rider demand, and adhere to
quickly-changing health guidelines.

“Transit providers are currently operating in uncharted territory, reacting daily to the evolving needs of
their riders and government policies,” said Justin Rees, CEO of Ford Mobility's TransLoc, Ride
Systems and DoubleMap. “Fewer people may be using transit during this crisis, but for healthcare,
grocery, law enforcement and other frontline workers, transit services are more critical than ever.
Transit providers are the backbone of our communities and we are committed to supporting them In
any way possible so they may continue to provide these mission critical services.”

In light of steep ridership declines in response to COVID-19, transit providers needed to become
mere reactive and nimble in their offerings. This has included adjusting and reducing fixed route
services to provide for essential workers, but also limiting routes with empty buses. Offering expertise

in reactive transit planning, powered by demand response software, together, TransLoc, Ride
Systems and DoubleMap will work with agencies to offer on-demand services that help to minimize
losses associated with drops in ridership, while continuing to provide mission critical service. Beyond
offering access to demand response softwere, Ford Mobility’s transit innovators are offering essential
transit planning support during this time of uncertainty.

Interested transit providers are asked to visit this link for more information and to apply for the free
service.

About TransLoc, Ride Systems and DoubleMap

Together under the Ford Mobility umbrella, TransLoc, Ride Systems and DoubleMap deliver a one-
stop-shop for transit providers seeking transit operations solutions, Recognized by Fast Company for
their innovative technology, today their intelligent transportation software portfolio includes flexible
demand response, fixed route systems, and planning services, providing a one-stop-shop for more
than 1300 agencies and transit providers worldwide. They are the largest single provider of agency-
owned microtransit sysiems for municipal transit agencies in the U.S, and their fixed route and on-
demand systems are at the core of both cities and towns, and on university and business campuses.
TransLoc, Ride Systems and DoubleMap have collectively partnered with agencies to deliver the
highest level of service and win the confidence of the riding public for more than a decade.

Contact:

SHIFT Communications for TransLoc
Meg Brenner
TransLoc@shiftcomm.com
617-779-1800

EXHIBIT B

sm IFANSLOC -

4805 Emperar Blvd #126
Durham, NC 27763

Price remain firm for 66 days

Pricing Exhibit - Confidential
DATE: May 31, 2023
Te:
Cty of Glandsie/Glendale Urban Shuttle
S240 West Viyrtie Ave #S
Glendole, AZ 85302

fool [m= eee

Flued Bouts - CAD/AVL
b “ Subscription - CAD_AVA {public}
Application Program beterface (AFI) - SON

Mobis Apps 905 & Android)
Vea Ape ertog & Mofo Web)

Flued Rute - BAPE (Canna:d Msg, Schedule Actherence)
‘Subscription = DAPC

Sect Tek eset Fined Reta}

Includes: ee ere
Includes: $1 Server: Usensing
Hered spon hint Invoicing of remaining capa! costs at the delivery of

Subscription imotsed post eotive date
Price subject to change with adj to terms, brtegrs

EXHIBIT B
Since TransLoc was founded in 2004, we have focused on building new products and
services while driving continued innovations and improvements to help you easily
connect with your riders. We have done this in the last 18 years while only rarely

increasing prices for existing customers.

To continue providing all of our customers with high-quality support, service, and
products, we will be increasing your annual AVL subscription rate from $862 per

vehicle to $1,110 per vehicle.
Some of our recent innovations and justification for price increase:

@ White-label app

2 OnDemand operator history

« Improvements to the TransLoc app
= Complimentary marketing assets

® Launch of TransLoc Fixed Route

s Ride booking API

@ Reporting AP!

We look forward fo offering continued innovations and improvements to our products

and services in the future.