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HomeMy WebLinkAboutItem 6g. Authorize execution of Open-Loop Payment System Agreements and an amendment to SB 125 Cooperative Agreement with SLOCOG for reimbursement of costs Item 6g Department: Public Works Cost Center: 5201 For Agenda of: 5/20/2025 Placement: Consent Estimated Time: N/A FROM: Matt Horn, Public Works Director Prepared By: Alex Fuchs, Mobility Services Business Manager SUBJECT: AUTHORIZE EXECUTION OF OPEN-LOOP PAYMENT SYSTEM AGREEMENTS AND AN AMENDMENT TO SB 125 COOPERATIVE AGREEMENT WITH SLOCOG FOR REIMBURSEMENT OF COSTS RECOMMENDATIONS 1. Adopt a Draft Resolution entitled, “A Resolution of the City Council of the City of San Luis Obispo, California, approving agreements for San Luis Obispo (SLO) Transit’s open-loop payment system project”; and 2. Authorize execution of Amendment No. 1 to the Senate Bill (SB) 125 Cooperative Agreement with SLOCOG for reimbursement of open-loop payment system project costs; and 3. Authorize execution of an agreement with Kuba, Inc. for procurement, installation, and warranty of payment acceptance devices; and 4. Authorize execution of an agreement with Kuba Inc. for ongoing support services f or payment acceptance devices; and 5. Authorize execution of an agreement with Littlepay, Inc. for transit processor services; and 6. Authorize execution of an agreement with Token Transit, Inc. for integration and ongoing support of digital pass and fare purchases; and 7. Authorize the Finance Director to negotiate and execute an agreement with Elavon, Inc. for merchant processing services as part of the system configuration process. POLICY CONTEXT On January 23, 2024, Council held a Study Session to review the draft Transit Innovation Study1. The Study Session included a review of 17 recommendations intended to enhance mobility, restore ridership, and improve technology. The second highest ranked recommendation was to purse open loop payments through California ’s Integrated Travel Project. An open-loop payment system allows riders to pay with contactless payment 1 Item 7a. Study Session: Transit Innovation Study Review Page 171 of 555 Item 6g options like chip-enabled bank cards as well as with Google Pay and Apple Pay through on-board payment acceptance devices. Council directed staff to finalize the report and to begin implementation. The recommendations in this report are consistent with Council’s direction and the implementation of the Transit Innovation Study recommendations. Under the City’s Municipal Code 3.24.060(E), bid procedures may be waived and procurement obtained from a single sole-source when the purchase will be made cooperatively with one, or more, other units of government. The recommendations in this report are consistent with this section as the open-loop payment system agreements reflect pre-negotiated prices based on statewide contracts. REPORT-IN-BRIEF SLO Transit’s Transit Innovation Study (Section 4.2) recommends pursuing open-loop payments in coordination with San Luis Obispo Council of Governments (SLOCOG) and San Luis Obispo Regional Transit Authority (RTA) through California’s Integrated Travel Project. SLOCOG applied for and was approved to allocate funding for the implementation of a region-wide open-loop payment system project. In August 2024, a working group was formed to develop and release a scope of work, rev iew vendor proposals, and discuss integrations with existing systems needed for project implementation. Staff is recommending amending an existing cooperative agreement with SLOCOG to include the open-loop payment project so the City can be reimbursed for associated costs. Staff is also recommending approving agreements with multiple vendors for hardware and software needed to fully implement the project. The recommended actions listed above will authorize these requested agreements. DISCUSSION Background The California Integrated Travel Project (Cal-ITP) was launched in 2019 by the California State Transportation Agency (CalSTA) and the California Department of Transportation (Caltrans). Cal-ITP is a statewide initiative designed to make public transportation more accessible, efficient, and user-friendly by integrating payment systems, data standards, and real-time travel information across agencies. The primary element of the initiative is assisting transit agencies with the procurement of an “open-loop” payment system. An open-loop payment system allows riders to pay with contactless payment options like Google Pay and Apple Pay through on -board payment acceptance devices. The payment devices integrate with a transit processing software to calculate fares and allows contactless payment users to benefit from “fare capping” technology. Fare capping ensures riders never pay more than a set maximum amount for fares over a given period (daily and monthly in this case). Cal-ITP partnered with the Department of General Services to offer multiple statewide Page 172 of 555 Item 6g Master Service Agreements for the hardware and software needed to implement an open- loop payment system. The Master Service Agreements include standard terms and conditions and pre-negotiated rates that agencies can use to purchase hardware and software necessary to implement an open-loop payment system. Cal-ITP also offers free procurement and technical assistance for interested agencies. Senate Bill 125 Funding On December 6, 2023, San Luis Obispo Council of Government’s (SLOCOG) board approved submittal of the Senate Bill (SB) 125 allocation package to the CalSTA. The allocation package included $2.6 million in funding for the implementation of a regionwide Cal-ITP contactless fare payment system. The funds are meant to cover initial procurement and installation costs as well as operational costs for a five-year period. As a project participant, the City is eligible for reimbursement of associated costs. On January 14, 2025, City Council adopted Resolution No. 11538 (2025 Series)2 authorizing the Mayor to execute a cooperative agreement with SLOCOG for SB 125 funds and the appropriation of funds to associated capital projects. The cooperative agreement (Attachment A) needs to be amended to include the open-loop payment system project for reimbursement of project related costs incurred by the City. Staff is recommending Council authorize execution of Amendment No. 1 to the SB 125 cooperative agreement with SLOCOG to include the open-loop payment system project (Attachment B). Open-Loop Payment Vendor Selection In August 2024, SLOCOG held a kick-off meeting with a working group consisting of representatives from the City, RTA, Morro Bay Transit, and Cal -ITP. This working group met regularly between September 2024 and April 2025 to develop and release a scope of work, review vendor proposals, and discuss integrations with existing systems. The scope of work solicited for proposals that included payment acceptance de vices, transit processing services software, and merchant processing services. Based on the proposals received, responses to follow-up questions, and discussions with peer agencies; the working group selected Kuba, Inc. as the preferred vendor for the payment acceptance devices, Littlepay, Inc. as the preferred vendor for the transit processing software, and Elavon, Inc. as the preferred vendor for merchant processing services. The working group believes that the selected vendors will be most appropriate to meet both agency-specific and regional fare structure needs. Merchant processing services will be set up between thirty to sixty days before launch of the new payment system. A negotiated agreement is not available at the time this report was published; however, the Master Service Agreement3 is available using the hyperlink at the bottom of this page. The Master Service Agreement includes standard terms and conditions as well as pre-negotiated rates for merchant processing services. Staff is, 2 Resolution No. 11538 (2025 Series) 3 Elavon, Inc. Master Service Agreement Page 173 of 555 Item 6g therefore, recommending Council authorize the Finance Director to negotiate and execute an agreement with Elavon, Inc. for merchant processing services as part of the open-loop payment system configuration process. Digital Pass and Fare Purchases Integration SLO Transit offers digital passes and fares through the Token Transit, Inc. mobile application. Digital pass and fare sales make up a 60 percent of SLO Transit’s total pass sales revenue. The digital passes and fares are verified on the bus using a module provided by Token Transit that is mounted to the existing fare boxes. These modules are failing and are no longer supported by the manufacturer. Kuba’s payment acceptance devices can integrate with Token Transit’s mobile application via QR code to allow for continued use of digital passes and fares. SLOCOG has agreed to cover the initial setup and on-going costs of the integration for a five-year period. The City would continue to be responsible for the per transaction fee charged by Token Transit. The City has the option to purchase new fare box mounted modules instead of integrating through the payment acceptance devices, but the cost would be higher. SLO Transit will continue to support cash payment and continue to accept pre - purchased physical bus passes. Execution of Agreements Staff is recommending Council adopt a draft Resolution (Attachment C) approving execution of agreements with Kuba Inc. (Attachments D and E) for payment acceptance devices, with Littlepay, Inc. (Attachment F) for transit processing software, with Token Transit, Inc. (Attachment G) for digital pass and fare purchase integration, and to authorize the Finance Director to negotiate and execute an agreement with Elavon, Inc. for merchant processing services. Next Steps Once agreements are executed, it will take approximately 60 days to receive the hardware then begin installation and configuration. Staff anticipates the system will be ready for launch by the end of calendar year 2025. Previous Council and Advisory Body Actions 1. January 14, 2025 – Council adopted Resolution No. 11538 (2025 Series) authorizing the Mayor to execute a cooperative agreement with SLOCOG for Senate Bill 125 funds and the appropriation of funds to associated capital projects. 2. December 11, 2024 – the Mass Transportation Committee voted in favor of recommending that, for the 2025-27 budget cycle, Council focus on all the “High Impact to Ridership” recommendations of the Transit Innovation Study which includes pursuing an open loop payment system. 3. January 23, 2024 – Council held a Study Session on the draft Transit Innovation Study report and directed staff to finalize the report and begin implementation. Page 174 of 555 Item 6g Public Engagement Throughout the development of the Transit Innovation Study, staff and the consultan t solicited feedback from internal and external stakeholders. External stakeholders consisted of representatives from Cal Poly, Downtown SLO, San Luis Obispo Chamber of Commerce, RTA, SLOCOG, Mass Transportation Committee members, and Active Transportation Committee members. Inclusion of an additional payment option will not negatively impact riders and the fare capping technology will benefit those riders that are unable to afford a 1 -Day or monthly pass. CONCURRENCE The City Attorney’s Office has reviewed and provided suggested changes to the draft agreements and to the amendment to the cooperative agreement with SLOCOG except for the draft agreement with Elavon, Inc. which was not available for review at the time this report was drafted. The Attorney’s Office will review and provide suggested changes, if any, as part of the negotiation process. The Finance Department concurs with the use of Elavon , Inc. for merchant processing services. The Information Technology (IT) Department concurs that the payment acceptance devices will function with the City’s overall IT infrastructure. SLOCOG, RTA, and Morro Bay Transit are partner agencies in this regionwide effort and concur with the recommended actions in this report. On March 5, 2025, RTA’s board approved execution of an amendment to their cooperative agreement w ith SLOCOG and execution of agreements for implementation of their open -loop payment system. ENVIRONMENTAL REVIEW The recommended actions are not considered a “Project” under California Environmental Quality Act (CEQA) Guidelines Section 15378. FISCAL IMPACT Budgeted: No Budget Year: 2024-25 Funding Identified: Yes Fiscal Analysis: Funding Sources Total Budget Available Current Funding Request Remaining Balance Annual Ongoing Cost Transit Fund $ 0 $ 0 $ 0 $ 0 SB 125 Grant $ 271,000 $ 271,000 $ 0 $ 0 Federal Page 175 of 555 Item 6g Fees Other: Total $ 271,000 $ 271,000 $ $ On December 6, 2023, SLOCOG’s board approved submittal of the SB 125 allocation package to CalSTA. The allocation package included $2.6 million in funding for the implementation of a regionwide Cal-ITP contactless fare payment system. As a participant in this regionwide effort, the City’s cost to implement and operate the system for a five-year period is $271,000 based on Cal-ITP’s cost estimation tool (Attachment H). After the initial five-year period, the cost of operations, maintenance, and upgrade of the hardware and software would be the responsibility of the City. The current cooperative agreement with SLOCOG for SB 125 grant funds must be amended to add this project and estimated costs for the City to be eligible for reimbursement using SB 125 funds. ALTERNATIVES 1. Council could choose not to amendment the cooperative agreement with SLOCOG for SB 125 Grant Funds. Without amending the agreement, the City would be responsible for the full costs of implementing and operating the open -loop payment system. 2. Council could choose not to approve agreements necessary to implement an open-loop payment system project. SLOCOG will only reimburse the City for hardware and software procured through the state’s Master Service Agreements since the funding is directly tied to the Cal-ITP program. ATTACHMENTS A - SB 125 Cooperative Agreement with SLOCOG B - Amendment No. 1 to SB 125 Cooperative Agreement C - Draft Resolution approving open-loop payment system agreements D - Kuba, Inc. Draft Agreement for capital costs E - Kuba, Inc. Draft Agreement for ongoing support services F - Littlepay, Inc. Draft Agreement G - Token Transit, Inc. Draft Agreement H - Open-Loop Payment System Cost Estimation Page 176 of 555 SLOCOG SB 125 Subrecipient Cooperative Agreement page 1 San Luis Obispo Council of Governments Agreement No. SLO-SB 125-01 TRANSIT AND INTERCITY RAIL CAPITAL PROGRAM (TIRCP) AND ZERO-EMISSION TRANSIT CAPITAL PROGRAM (ZETCP) SUBRECIPIENT COOPERATIVE AGREEMENT THIS AGREEMENT, ENTERED INTO ON THE DATE BELOW STATED is between the San Luis Obispo Council of Governments, referred to herein as "SLOCOG", and the CITY OF SAN LUIS OBISPO a municipal corporation, referred to herein as the “CITY”. RECITALS WHEREAS, Senate Bill (SB) 862 (2014) created the TIRCP to provide grants from the Greenhouse Gas Reduction Fund (GGRF) and authorized the California State Transportation Agency (CalSTA) to administer the program; and, WHEREAS, SB 1 (2017) directs funds to the TIRCP from the Public Transportation Account (PTA); and, WHEREAS, Assembly Bill 102 (2023) and SB 125 (2023) amended the Budget Act of 2023 to appropriate funding from the state’s General Fund, GGRF, and PTA to the TIRCP and ZETCP, which shall be distributed to pursuant to a population based formula to regional transportation planning agencies (RTPA) as defined in Section 13987 (j) of the Government Code; and, WHEREAS, SB 125 authorizes RTPA to request use of TIRCP and ZETCP funding for high-priority transit capital projects consistent with the uses allowed in Cycle 6 of the TIRCP, zero-emission transit vehicles and supporting infrastructure, transit operating expenses that prevent service cuts, and other projects subject to compliance and requirements set forth in the SB 125 program guidelines; and, WHEREAS, as a condition of ongoing disbursements of requested SB 125 funds, RTPA must submit to CalSTA reports documenting activities and progress toward project implementation, expenditures, completion, benefits in accordance with the California Air Resources Board’s Funding Guidelines, data, interest earned, and other project outcomes; and, WHEREAS, on December 5, 2023, the SLOCOG Board approved programming for the CITY for the PROJECTs and the amounts shown in Table 1 and authorized the Executive Director to submit the program of projects to CalSTA and adjust programming as needed and to return them to the Board for endorsement; and, WHEREAS, CalSTA has reviewed SLOCOG’s program of projects and determined that the minimum program requirements have been met and has approved funding allocation for the PROJECTs in Table 1. NOW, THEREFORE, the parties mutually agree as follows: 1. The CITY agrees to administer each PROJECT and conduct the applicable environmental processes required under the California Environmental Quality Act (CEQA) and the National Environmental Policy Act, as applicable, for each PROJECT. 2. The CITY agrees to assume responsibility and accountability for the use and expenditure of funds allocated to the PROJECTS in accordance with the SB 125 guidelines and applicable statutes and must also comply with all relevant federal and state laws, regulations, policies, and procedures, and ensure that GGRF funding is utilized consistent with and required by SB 1018 (2012). 3. The CITY agrees that if a project may impact a street, road or highway owned or controlled by a jurisdiction other than CITY (including without limitation the County, another city, or the State of California), SLOCOG may require the CITY to establish a project development team (PDT) composed of representatives of such jurisdictions and SLOCOG. Docusign Envelope ID: 01B39301-D268-420F-B3A7-A6E1009B4651 Page 177 of 555 SLOCOG SB 125 Subrecipient Cooperative Agreement page 2 4. The CITY agrees to utilize, for each PROJECT, an amount of TIRCP or ZETCP funds equal to or less than that adopted by SLOCOG, and that SLOCOG's total obligation shall not exceed the amounts shown in Table 1 unless a greater amount has been authorized in advance in writing by SLOCOG. 5. The CITY agrees to account for all costs for the PROJECTS to be paid by SLOCOG pursuant to this Agreement and agrees to perform all the reimbursable work for each project according to the fiscal years identified in Table 1. 6. The CITY agrees to provide SLOCOG with the final cost estimates for each phase of the PROJECTS prior to reimbursement. The following will be assumed and reflected in SLOCOG's SB 125 accounting spreadsheets: a. If less funding than what was programmed is required for a PROJECT, cost savings will be made available for reprogramming as approved by SLOCOG. b. If more funding than what was programmed is required for a PROJECT, the CITY will be solely responsible for securing the additional funding, which can be comprised of various local, regional, state, or federal funding sources. 7. The CITY may submit an invoice for reimbursement of funds expended for each PROJECT no more than once a month, using the attached Reimbursement Request Form (Exhibit A). All invoices must contain the following: a. PROJECT number and name b. A detailed description of work accomplished during the billing period which will be used to provide project status updates to the SLOCOG Board on an annual basis, at minimum. c. A copy of the consultant’s bill to the CITY (if applicable). d. Amount expended by the CITY during the billing period, with evidence of funds expended (e.g. a copy of a CITY check to consultant or accounting documentation, etc.) e. Amount requested for reimbursement by source (TIRCP or ZETCP) for the billing period 8. SLOCOG agrees to reimburse the CITY within 30 days of receipt of a completed reimbursement request form (Exhibit A) with all applicable attachments and signatures an amount expended by the CITY during the invoices' billing period. SLOCOG's total obligation for each PROJECT cost shall not exceed the amount shown in Table 1, unless SLOCOG has in writing authorized a greater amount. 9. Within two months of either the execution of this agreement or each PROJECT’s completion and all work incidental thereto, whichever comes later, the CITY must provide SLOCOG certification in the form provided in Exhibit B hereto, of completion in accordance with the provisions in this Agreement, and a final invoice containing those items listed in section 7a-e. In the event that final project costs are less than those listed on Table 1, hereto, the funds shall be reallocated as approved by SLOCOG. 10. The CITY agrees to document and publicize the TIRCP and ZETCP in proper context when developing press releases and City Council documents, or in hosting public events such as project groundbreakings. References should be made to TIRCP, ZETCP, the California State Transportation Agency as the program sponsor, and the state programs as fund sources, as applicable, in order to ensure transparency regarding the funding of the projects. 11. The CITY agrees to provide SLOCOG with data needed to document and share publicly the program benefits and outcomes of the PROJECTS. 12. The CITY grants to the State of California and/or SLOCOG access to the CITY's books and records for the purpose of verifying that SB 125 funds paid are properly accounted for and the proceeds are expended in accordance with the terms of this Agreement. All documents shall be available for inspection by authorized CalSTA, Caltrans and/or SLOCOG agents at any time during the PROJECT development and for a four-year period from the date of completion, or for one year after the audit is completed or waived by CalSTA, Caltrans and/or SLOCOG, whichever is later. Docusign Envelope ID: 01B39301-D268-420F-B3A7-A6E1009B4651 Page 178 of 555 SLOCOG SB 125 Subrecipient Cooperative Agreement page 3 13. Upon completion of all work under this Agreement, ownership and title to all materials will automatically be vested in the CITY and no further agreement will be necessary to transfer ownership to the CITY. 14. If existing public and/or private utilities conflict with the PROJECT construction or violate the CITY’s encroachment policy (as applicable), the CITY shall make all necessary arrangements with the owners of such utilities for their protection, relocation or removal. The CITY shall review the plans for protection, relocation or removal. If there are costs of such protection, relocation, or removal which the CITY must legally pay, the CITY shall pay the cost of said protection, relocation or removal, plus cost of engineering, overhead and inspection. If any protection, relocation or removal of utilities is required, such work shall be performed in accordance with CITY policies and procedures. 15. The CITY shall defend, indemnify and save harmless SLOCOG, its officers and employees from all and any claims, demands, damages, costs, expenses, judgments, attorneys’ fees or any liability arising out of this Cooperative Agreement to the performance or attempted performance of the provisions hereof, or any project referred to in the Exhibits hereto. Nothing contained in the foregoing indemnity provision shall be construed to require CITY to indemnify SLOCOG against any responsibility of liability in contravention of Civil Code section 2782. 16. Both the CITY and SLOCOG shall designate a Project Coordinator who shall represent the respective agencies and through whom all communications between the parties to this agreement shall occur. 17. Both parties agree that if, in the course of carrying out the PROJECT, there is a disagreement among the Project Coordinators over the direction of the project, the matter will be forwarded through a three-step conflict resolution process. First, resolution will be attempted between the CITY Manager and SLOCOG Executive Director. If a dispute continues, a determination shall be made by the SLOCOG Executive Committee, and, if required, final determination by the full SLOCOG Board. 18. Nothing in the provisions of this Agreement is intended to create duties, obligations, or rights for third parties not signatories to this Agreement or affect the legal liability of either party of the Agreement by imposing any standard of care with respect to the maintenance of local roads different from the standard of care imposed by law. 19. No alteration or variation of the terms of this Agreement shall be valid unless made in writing and signed by the parties thereto, and no oral understanding or agreement not incorporated herein or in the attached Table 1 shall be binding on any of the parties thereto. 20. This Agreement may be terminated or provisions contained therein may be altered, changed, or amended by mutual consent, in writing, of the parties hereto. 21. Prior to awarding a contract for any PROJECT, SLOCOG may terminate the applicable PROJECT in the Cooperative Agreement by written notice, provided SLOCOG pays the CITY for all PROJECT-related costs reasonably incurred by the CITY prior to termination. Also, prior to awarding a contract for any PROJECT, the CITY may terminate the applicable PROJECT in the Cooperative Agreement by written notice, provided the CITY pays SLOCOG for all costs reasonably incurred by SLOCOG prior to termination. Docusign Envelope ID: 01B39301-D268-420F-B3A7-A6E1009B4651 Page 179 of 555 SLOCOG SB 125 Subrecipient Cooperative Agreement page 4 SIGNATURES: CITY OF SAN LUIS OBISPO SAN LUIS OBISPO COUNCIL OF GOVERNMENTS By: ________________________________ By: ___________________________________ Erica A. Stewart, Mayor Peter Rodgers, Executive Director Date: _______________ Date: _______________ ATTEST: By: ____________________________________ Teresa Purrington, City Clerk APPROVED AS TO FORM AND LEGAL EFFECT: By: ____________________________________ By: _________________________________ Christine Dietrick, City Attorney Jon Ansolabehere, SLOCOG Counsel Date: _______________ Date: _______________ Docusign Envelope ID: 01B39301-D268-420F-B3A7-A6E1009B4651 1/15/2025 | 3:18 PM PST 1/15/2025 | 4:10 PM PST 1/15/2025 | 4:49 PM PST 1/17/2025 | 2:49 PM PST Page 180 of 555 SLOCOG SB 125 Subrecipient Cooperative Agreement page 5 TABLE 1 CITY PROJECTS for Agreement No. SLO-SB 125-01 SLOCOG# Project Name TIRCP ZETCP FY City of SLO-1 Six (6) Battery electric bus procurement $280,000 - 2023/24 City of SLO-2 Battery electric bus charging infrastructure $395,000 - 2023/24 City of SLO-3 Auto Vehicle Locator system replacement $130,000 - 2024/25 City of SLO-4 On-bus security camera system replacement $750,000 - 2024/25 Total $1,550,000 - Docusign Envelope ID: 01B39301-D268-420F-B3A7-A6E1009B4651 Page 181 of 555 SLOCOG SB 125 Subrecipient Cooperative Agreement page 6 EXHIBIT A San Luis Obispo Council of Governments TIRCP and ZETCP REIMBURSEMENT REQUEST FORM Agency Name: Date: Contact Person: Project Number(s): Project Title: This Invoice Covers Work Completed from: / / to: / / Project Budget Information: (complete box below - refer to cooperative agreement “Table 1” for budget information) Total Spent this Invoice $ TIRCP ZETCP Other Non-Regional Spending Total Reimbursement by Fund Source Please send a check for $ Total TIRCP & ZETCP share due this invoice Attachments: 1) A brief description of work completed; and 2) Consultant invoices 3) Proof of payment (e.g. copy of CITY check to consultant). Signed: (Agency Rep.) Shaded boxes below for SLOCOG Use Regional Planner Approval Accounting Initials Docusign Envelope ID: 01B39301-D268-420F-B3A7-A6E1009B4651 Page 182 of 555 SLOCOG SB 125 Subrecipient Cooperative Agreement page 7 EXHIBIT B PROJECT COMPLETION FORM for SB 125 Projects This form notifies SLOCOG of project completion in accordance with the provisions in the Cooperative Agreement noted below. Our records indicate that the project listed below, funded all or in part with RSTP Exchange funds, has been completed: Project Name: Project Number(s): Cooperative Agreement Date (Recipient Agency): Approved TIRCP or ZETCP amount(s): I certify, on behalf of the CITY name of authorized official of , that the project named above was completed name of jurisdiction on_____________________ in accordance with the provisions set forth in the cooperative approximate date of completion agreement dated ___________________________. It is my understanding that all savings date jurisdiction representative signed from a cost underrun will be returned to SLOCOG for reprogramming in accordance with the cooperative agreement. Signed: Date: signature of authorized official date signed Return completed and signed Project Completion Forms within 2 months of the completion of each project to: SLOCOG 1114 Marsh Street San Luis Obispo, CA 93401 Attn: (Project Coordinator) Docusign Envelope ID: 01B39301-D268-420F-B3A7-A6E1009B4651 Page 183 of 555 SLOCOG SB 125 Subrecipient Cooperative Agreement page 8 EXHIBIT C General Programming Policies SLOCOG’s 2023 Regional Transportation Plan / Sustainable Communities Strategy identifies an overall goal to develop a multi-modal transportation system which is balanced, coordinated, safe, cost effective, environmentally sound, economically supportive, meeting all the financially reasonable transportation needs of all citizens in San Luis Obispo County. General programming policies affecting the decision making and project selection of the surface transportation system are summarized as follows: 1. SLOCOG will strive to be fair and equitable in the allocation of funding between the various subregions in the county and among member jurisdictions. 2. SLOCOG will adhere to the federal and state statutes, policies, regulations and guidelines applicable to each fund being allocated, and require recipients of grants to do the same. 3. SLOCOG will recommend projects for funding that are: • Deliverable • Consistent with the goals, policies, action strategies, and programs of the 2023 Regional Transportation Plan • Responsive to immediate funding and project needs • Consistent with specific criteria of a particular funding program • High likelihood of leveraging other funding (state, federal and/or local) • Approved or supported by the applicable governing body 4. SLOCOG will seek to implement all programs in a timely and efficient manner. 5. SLOCOG will seek to maximize the use of the funds for general public benefit, and will marshal other funds, when possible, to complete funded projects by prioritizing joint-funded projects. 6. SLOCOG will integrate social equity factors into the decision-making process by applying the findings generated from the Disadvantaged Communities Assessment. 7. SLOCOG will, to the extent feasible, assure the integration of all projects with jurisdiction, region and statewide transportation plans, providing a comprehensive, systematic approach to resolving transportation problems in the region. 8. SLOCOG will retain maximum flexibility of federal programs under the Infrastructure Investment and Jobs Act (IIJA), where feasible. 9. SLOCOG will retain a continuing commitment to emphasize quality and promote excellence in the development of competitive proposals, seeking to fund the best possible projects in terms of cost effectiveness, public benefit and regional and local significance. 10. SLOCOG may reserve discretionary funds for advance development work to ensure regionally significant projects are well scoped, alternatives assessed, accurate estimates prepared, and a finance plan for implementation is developed. 11. SLOCOG will maintain funding commitments for existing programmed projects if those projects have achieved the project delivery milestones set out at the time of programming. Unavoidable delays to the project delivery milestones will be considered on a case-by-case basis. 12. SLOCOG may commit a portion of discretionary funding to match and leverage other competitive state-wide or federal grant programs for projects of regional significance. Docusign Envelope ID: 01B39301-D268-420F-B3A7-A6E1009B4651 Page 184 of 555 SLOCOG SB 125 Subrecipient Cooperative Agreement page 1 San Luis Obispo Council of Governments Agreement No. SLO-SB 125-01 TRANSIT AND INTERCITY RAIL CAPITAL PROGRAM (TIRCP) AND ZERO-EMISSION TRANSIT CAPITAL PROGRAM (ZETCP) SUBRECIPIENT COOPERATIVE AGREEMENT Amendment No. 1 to Agreement No. SLO-SB 125-01 THIS AGREEMENT, ENTERED INTO ON THE DATE BELOW STATED is between the San Luis Obispo Council of Governments, referred to herein as "SLOCOG", and the CITY OF SAN LUIS OBISPO, a municipal corporation and political subdivision of the State of California, referred to herein as the “CITY”. RECITALS WHEREAS, on December 5, 2023, the SLOCOG Board approved programming for the CITY for transit capital projects and authorized the Executive Director to submit the program of projects to CalSTA and adjust programming as needed and to return them to the Board for endorsement; and, WHEREAS, SLOCOG and the CITY are authorized, pursuant to requirements of Assembly Bill 102 (2023) and SB 125 (2023), to enter into a Cooperative Agreement for high-priority transit capital projects consistent with the uses allowed in Cycle 6 of the TIRCP, zero-emission transit vehicles and supporting infrastructure, transit operating expenses that prevent service cuts, and other projects subject to compliance and requirements set forth in the SB 125 program guidelines; and, WHEREAS, SLOCOG and the CITY entered into Agreement No. SLO-SB 125-01 (“Agreement”) on January 17, 2025; and, WHEREAS, SLOCOG was designated as the project sponsor for use of Transit and Intercity Rail Capital Program (“TIRCP”) funds to implement and support the San Luis Obispo Region Cal -ITP Implementation Project (“Project”); and, NOW THEREFORE, the parties mutually agree as follows: 1) Table 1 of that Agreement No. SLO-SB 125-01 is hereby amended by adding project “City of SLO- 5” (Cal-ITP Implementation Project – SLO Transit), with programming amounts of $271,000 for the Project as identified in Exhibit 1 (attached hereto and incorporated herein by this reference). 2) That SLOCOG, as grantor of these funds, be recognized in all promotions of the Project in the Amendment. CITY shall include the recognition of SLOCOG in all project branding, signage, press releases, and other marketing materials related to the Project. 3) That all other terms and conditions of the original Agreement No. SLO -SB 125-01 shall remain in full force and effect unless otherwise amended per agreement. Page 185 of 555 SLOCOG SB 125 Subrecipient Cooperative Agreement page 2 SIGNATURES: CITY OF SAN LUIS OBISPO SAN LUIS OBISPO COUNCIL OF GOVERNMENTS By: ________________________________ By: ___________________________________ Erica A. Stewart, Mayor Peter Rodgers, Executive Director Date: _______________ Date: _______________ ATTEST: By: ____________________________________ Teresa Purrington, City Clerk APPROVED AS TO FORM AND LEGAL EFFECT: By: ____________________________________ By: _________________________________ Christine Dietrick, City Attorney Jenna Morton, SLOCOG Counsel Date: _______________ Date: _______________ Page 186 of 555 SLOCOG SB 125 Subrecipient Cooperative Agreement page 3 EXHIBIT 1 CITY PROJECTS for Amendment No. 1 Agreement No. SLO-SB 125-01 SLOCOG# Project Name TIRCP ZETCP FY City of SLO-5 Cal-ITP Implementation Project – SLO Transit $271,000 - 2024/25 Page 187 of 555 Page 188 of 555 R ______ RESOLUTION NO. _____ (2025 SERIES) A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF SAN LUIS OBISPO, CALIFORNIA, APPROVING AGREEMENTS FOR SAN LUIS OBISPO (SLO) TRANSIT’S OPEN-LOOP PAYMENT SYSTEM PROJECT WHEREAS, in 2019, the California Integrated Travel Project (Cal-ITP) was launched by the California State Transportation Agency (CalSTA) and the California Department of Transportation (Caltrans); and WHEREAS, Cal-ITP is a statewide initiative designed to make public transportation more accessible, efficient, and user-friendly by integrating payment systems, data standards, and real-time travel information across agencies; and WHEREAS, Cal-ITP offers multiple statewide contracts for the hardware and software needed to implement an open-loop payment system at pre-negotiated rates; and WHEREAS, on December 6, 2023, San Luis Obispo Council of Government’s (SLOCOG) board approved submittal of the Senate Bill (SB) 125 allocation package to the CalSTA which included funding for the implementation of a regionwide Cal-ITP open- loop payment system project; and WHEREAS, under San Luis Obispo Municipal Code §3.24.060, bid procedures may be waived and procurement obtained from a single vendor when the purchase will be made cooperatively with one or more other units of government; and WHEREAS, on January 14, 2025, the City Council adopted Resolution No. 11538 (2025 Series) authorizing the execution of a cooperative agreement with SLOCOG for SB 125 funds and the appropriation of funds to associated capital projects; and WHEREAS, the SB 125 cooperative agreement with SLOCOG must be amended to include the open-loop payment system project for the City to seek reimbursement from SLOCOG for project related costs incurred by the City; and WHEREAS, in August 2024, SLOCOG held a kick-off meeting with a working group consisting of representatives from the City, RTA, Morro Bay Transit, and Cal-ITP to develop and release a scope of work, review vendor proposals, and discuss integrations with existing systems; and WHEREAS, based on the information provided in the vendors’ proposals, responses to follow-up questions, and discussions with peer agencies; the working group selected Kuba, Inc. as the preferred vendor for the payment acceptance devices, Littlepay, Inc. as the preferred vendor for the transit processing software, and Elavon, Inc. as the preferred vendor for merchant processing services; and Page 189 of 555 Resolution No. _____ (2025 Series) Page 2 R ______ WHEREAS, the City contracts with Token Transit, Inc. for digital pass and fare services via mobile application whereby SLO Transit riders can pay for digital pass and fare and then verify them on the bus; and WHEREAS, the City wishes to integrate digital pass and fare verification between Token Transit, Inc. and the payment acceptance devices offered by Kuba, Inc. to allow for continued use of digital passes and fares by SLO Transit riders; and WHEREAS, at a regularly scheduled meeting on May 20, 2025, the City Council considered recommendations by staff to approve execution of agreements necessary to implement the open-loop payment system project. NOW, THEREFORE, BE IT RESOLVED that the Council of the City of San Luis Obispo does hereby approve sole source agreements for the implementation of an open- loop payment system project as follows: SECTION 1. Environmental Review. The California Environmental Quality Act (CEQA) does not apply to the recommended actions in this report, because the action does not constitute a “Project” under CEQA Guidelines Section 15378. SECTION 2. Approval. The City Council of the City of San Luis Obispo does hereby approve the following: 1. Execution of an agreement with Kuba, Inc. for procurement, installation, and warranty of payment acceptance devices; and 2. Execution of an agreement with Kuba, Inc. for ongoing support services for payment acceptance devices; and 3. Execution of an agreement with Littlepay, Inc. for transit process or services; and 4. Execution of an agreement with Token Transit, Inc. for integration and on- going support of digital pass and fare purchases; and 5. Authorize the Finance Director to negotiate and execute an agreement with Elavon, Inc. for merchant processing services as part of the system configuration process. Upon motion of Council Member ___________, seconded by Council Member ___________, and on the following roll call vote: AYES: NOES: ABSENT: The foregoing resolution was adopted this 20th day of May 2025. Page 190 of 555 Resolution No. _____ (2025 Series) Page 3 R ______ ___________________________ Mayor Erica A. Stewart ATTEST: ______________________ Teresa Purrington City Clerk APPROVED AS TO FORM: ______________________ J. Christine Dietrick City Attorney IN WITNESS WHEREOF, I have hereunto set my hand and affixed the official seal of the City of San Luis Obispo, California, on ______________________. ___________________________ Teresa Purrington City Clerk Page 191 of 555 Page 192 of 555 USER AGREEMENT 1. This User Agreement is entered into between The City of San Luis Obispo “Contracting Agency” and Kuba Inc. “Contractor”. This User Agreement expressly incorporates the California Master Service Agreement (MSA) No. 5‐21‐70‐28-02 which is incorporated herein. This User Agreement contract form serves as an appropriate equivalent to the STD 213 as required by the MSA. Contracting Agency: The City of San Luis Obispo Contractor Name: Kuba Inc. 2. The Term of this Agreement is: Start Date: [ENTER DATE EXPECTED TO SIGN] Through End Date: 02/28/2027 with the ability to extend at the discretion of the State of California’s Department of General Services 3. The maximum amount of this Agreement is: See Exhibit B for pricing on capital costs only, operating expenses are documented in a separate agreement. 4. Exhibits. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of this agreement. Exhibits Title Pages Exhibit A San Luis Obispo (SLO) Transit’s Scope of Work 6 Exhibit B Payment Provisions 2 MSA 5-21-70- 28-02 MSA 5-21-70-28-02 is hereby incorporated by reference. The MSA is available at: https://caleprocure.ca.gov/PSRelay/ZZ_PO.ZZ_CTR_SUP_CMP.GBL? Page=ZZ_CTR_SUP_PG&Action=U&SETID=STATE&CNTRCT_ID=5- 21-70-28-02 In Witness Whereof, This Agreement has been executed by the parties hereto. Contractor: ___________________________________________ Date:________________________ Kuba Inc. PO Box 31804 Las Vegas, NV 89173-31804 Brian Frank, General Manager: Kuba North America Transit Contracting Agency Name: ___________________________________________ Date:________________________ City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Whitney McDonald, City Manager Page 193 of 555 EXHIBIT A Scope of Work 1. Incorporate MSA by Reference MSA 5-21-70-28-02 and its amendments is hereby incorporated by reference as if attached hereto. 2. Description Three transit operators in the region will lead the project with support from the San Luis Obispo Council of Governments (SLOCOG). In 2024, the region was awarded SB125 funds to collaboratively deploy contactless payment technology across the region’s operators. The goal is to select matching vendors across each tr ansit provider. The three transit operators that serve the SLOCOG region, and are part of this award, include San Luis Obispo Regional Transit Authority (RTA), Morro Bay Transit (MBT), and San Luis Obispo (SLO) Transit. A brief description of each transit provider follows: RTA The RTA was created in 1989 as a Joint Powers Authority to provide management of regional fixed -route public transportation services, as well as regional paratransit services. In 2001, the paratransit service, called RTA Runabout, began providing complementary ADA service for all five fixed-route providers operating in the region. The mission of the RTA is to provide safe, reliable and efficient transportation services that improve and enhance the quality of life for the citizens and visitors of San Luis Obispo County. The County is located on the beautiful Central Coast of California, halfway between Los Angeles and San Francisco. The current population of the county is 284,010, including that of three small, urbanized areas (UZAs): San Luis Obispo designated in 1990; El Paso de Robles-Atascadero in 2000; and Arroyo Grande-Grover Beach in 2010. The RTA coordinates regional services with local fixed-route providers in each UZA in the County, as well as within the Santa Maria UZA (population 130,000) in nearby northern Santa Barbara County. The RTA directly operates hourly service on four regional fixed-routes and ADA paratransit services primarily along the US-101 and SR-1 corridors, as well as express commuter services during peak travel periods. Three out of the four regional fixed routes converge on downtown San Luis Obispo, 7 days a week. The RTA regional fixed-route service has a peak pull-out of 15 buses, and provides almost 500,000 passenger-trips annually, while weekday productivity ranges from 4 to 23 boardings/hour. The RTA also operates community- based services funded by SLO County in small rural areas and is funded by the City of Paso Robles to operate its local fixed-route and a local Dial-A-Ride programs. Finally, as of January 2021, the RTA also directly operates SoCo Transit – the eight-bus local fixed-route service operated in the Beach Communities of the Five Cities Area. These services provided over 300,000 additional fixed route trips with productivity in line with what is seen on the RTA regional fixed routes. Fixed route fare revenue is approximately $1 million per year and is expected to increase as ridership increases. MBT The City of Morro Bay is located on the central coast of California approximately halfway between San Francisco and Los Angeles. The City has a population of 10,531. In 1977, the City began operating a year round general public Dial-A-Ride service. The Dial-a-Ride service was replaced in October 2010 with a deviated fixed route system after recession-related reductions in State funding necessitated adaptations in how the service was provided. The deviated fixed route service operates within the City limits from 6:10 a.m. to 6:45 p.m., Monday through Friday. Service provided is on one fixed route loop throughout the City limits and deviates off route, using one bus, to pick up/drop off riders who have previously scheduled curb -to-curb trips (Call-A-Ride trips). These deviated trips are arranged the day prior to the needed curb -to-curb service; however, same day trips are also accommodated if they do no t cause the fixed route to become behind schedule. Morro Bay Transit is closed on weekends and all City observed holidays. Additionally, in 1994, the City began operating a seasonal trolley fixed route service. Over time, trolley service expanded first to two, then to three routes that came from recommendations from a parking management Page 194 of 555 plan study and Short-Range Transit Plan update. Service provided is on two fixed route loops throughout the City limits. Trolley service operates weekends only from the first weekend in June to the first weekend in October. Service begins at 10:00 a.m. each operating day and ends at 5:00 p.m. on Saturdays and Sundays. Both the deviated fixed route and Trolley services are currently contracted out to a third party provider, however, in September 2024, the City Council approved the consolidation of MBT into the RTA system. RTA will start operating MBT June 1, 2025. During the pandemic, service levels changed for the Trolley with cuts in the number of service routes and days operated, and for the deviated fixed route, Saturday service was stopped. Currently, the trolley routes see an average daily ridership of 110 riders per day and the deviated fixed route service sees an average daily ridership of 47 riders per day. Ridership is split between cash fares (39%), punch passes (12%), Regional Passes (35%), Runabout rides paid through a reimbursement agreement with the RTA (4%), and free Gold pass rides (10%). MBT and Trolley fare collection is processed 100% manually by the dri vers. Ridership demographics span all types of the population from child, adult, senior, those with disabilities, students K -12, college students, visitor service workers, working professionals, and visitors. Revenue from cash fares totaled $9,882.75 and r evenues from the Regional Pass and Runabout fare reimbursement program totaled $5,579.17 for FY 23/24. MBT service provides a connection to the RTA system at City Park as well as connections to the City’s seasonal Trolley service at Centennial Stairway and along north Main Street. MBT’s Trolley service links the Downtown Business District, Waterfront, State Parks in the north and south ends of the community, and the Museum of Natural History. In addition, the service provides a connection to the RTA system at City Park upon request. The connection provided by both services is an important link with the RTA system to the other communities in San Luis Obispo County, and connections to a major community college (Cuesta College), state university (California Polytechnic State University - SLO), the County seat in San Luis Obispo, as well as many links to coastal recreational venues and access to service jobs at destinations around the coast such as Hearst Castle. MBT services may be consolidated to RTA in mid-2025. Vendors, please assume that any information in this Scope specific to MBT will remain unchanged regardless of said decision. The operators shall inform vendors if a consolidation is confirmed. SLO Transit San Luis Obispo (SLO) Transit was established in 1974 by the City of San Luis Obispo (City) and provides the local fixed-route public transit system for the City. The City is located along the Central Coast region of California, halfway between San Francisco and Los Angeles. The City has a population of 47,063 with an estimated additional population of 21,600 students when California Polytechnic State University (Cal Poly) is in session. SLO Transit contracts for the operation of eight fixed routes, in a hub-and-spoke model, within the 23 square miles of the City limits and on Cal Poly’s campus. SLO Transit also operates three tripper services, an express service between the university and downtown, and a trolley on Thursday nights in support of a local farmer’s market. Fixed-route services operate Monday through Friday approximately from 6 am to 11 pm and Saturday and Sunday from 8 am to 8 pm during the academic year. SLO Transit ridership demographics reflect a broad cross section of the population. While the majority of trips are campus-related (roughly 60%), SLO Transit also serves seniors, persons with disabilities, K-12 students, working professionals, visitors, and other choice riders. College students, staff, and faculty’s fares are paid for by a transit service agreement between the City and the university. Revenue from cash fares exceeded $250,000 last fiscal year. Over 575,000 passenger‐trips were provided in 2024 including riders covered by transit service agreements. The number of passenger-trips and fare revenue continues to increase each year as services are expanded. 3. Regional Expectations Page 195 of 555 Although each agency shall retain autonomy, work, and contract directly with vendors, there are region -level needs to note:  RTA shall contract on behalf of MBT and their services  The Category A vendor shall provide a single integration to Token Transit, who currently provides regional passes  The Category B vendor shall enable regional capping – a regional day-pass ($5.50) and a regional 31-day pass ($68) across all fixed-route services While the scope of work submitted to vendors aims for a regional collaboration, sections of this scope of work hereafter pertain to SLO Transit only. Page 196 of 555 4. Determining internal responsibilities for the project Vendors should coordinate directly with the following contact during the course of the project. Alex Fuchs Mobility Services Business Manager afuchs@slocity.org 5. Fare Structure and Business Rules SLO Transit’s base fare structure shall at a minimum include the following: SLO Transit Fixed-Route One-way $1.50 Transfers Free across SLO Transit, up to an hour Daily Cap $3.25 Weekly Cap Monthly Cap $40 Regional Daily Cap $5.50 Regional Monthly Cap $68 Existing discounts (seniors, persons with disabilities, etc.) will continue to be offered on the legacy systems. When such capability is available to offer those discounts on the contactless payment system, the SLO Transit may request that the Category B provider integrate with the resulting Eligibility Verification system to do so. Page 197 of 555 6. On-board Technologies SLO Transit’s fleet consists of 18 fixed route vehicles ranging from a 28-foot cutaway bus to a 40-foot double decker bus: ● 14 Gillig vehicles that are 30, 35, and 40 feet ● 1 electric 35-foot New Flyer vehicle ● 1 electric 35-foot Proterra vehicle ● 1 28-foot El Dorado cutaway vehicle ● 1 40-foot Alexander Dennis double-decker bus Six new battery electric buses are expected to arrive in fall 2025 and another two in summer 2026 which will replace older diesel-powered buses. Vehicles are currently leveraging Peak Transit for CAD-AVL services and are connected to the Verizon network via SIM cards. The City of San Luis Obispo uses Chase Bank’s Paymentech for merchant processing but shall leverage California’s EPAY agreements to contract with an acquirer for this project. 7. Items Specific to Category A (PADs) SLO Transit shall have PADs installed near the front door of each vehicle and will be wired to the bus battery, barring vendor inspection of vehicles. The following hardware quantities are to be installed, the Category A vendor shall provide a delivery timeframe. PADs to be installed 18 Spare PADs 5 Total 23 Value-add Requests The Category A vendor shall complete the installation of PADs and will provide an extended warranty on all PADs purchased. All devices shall be equipped with hardware to read barcode/QR codes. 7.1 Determining whether any changes are needed to default Category A service level agreements (SLAs) in the User Agreement SLO Transit accepts the default SLAs. Page 198 of 555 8. Items Specific to Category B (Transit Processor Services) SLO Transit shall select a single Category B vendor to process transactions made on the PADs. Please refer to sections 1-6 above for applicable business rules and technologies. The transit operators accept the vendor’s customer support channels for both riders and agency personnel. SLO Transit requires access to a data dashboard to view transaction data. Raw (CSV) format is acceptable. At a minimum, reports shall include but not be limited to: ● Revenue report (including the number of transactions and total transaction amounts) ● Operations report (including the total revenue per route per day, the number of boardings per route per stop per hour per day, and any other metrics as agreed between the Transit Agency and Transit Processor) ● KPI report (documenting all service levels in relation to the KPIs) ● Number of new customers and returning customers ● Bad debt and debt recovery reports ● Dispute and chargeback reports ● Ridership by pass per route (for example, for a pass how many trips during the month on MBT, RTA (by each route operated by RTA), and SLO Transit Value-add Requests SLO Transit does not request any value-add services at this time. 8.1 Determining whether any changes are needed to default Category B service level agreements (SLAs) in the User Agreement Not offered. Page 199 of 555 EXHIBIT B PAYMENT PROVISIONS 1. RATES The not-to-exceed pricing for MSA products and services to be provided to Transit Agencies are listed in Exhibit B.1 - Rate Sheet. All prices and fees shall be fixed for the entire MSA term including any optional extension periods unless the State approves a price adjustment in accordance with Section 6, Rate Adjustments. A. Payment Acceptance Devices - Category A For Category A Products and Services (related to capital expenses only), rates are determined for San Luis Obispo Transit are as follows: Description Unit of measure Rate Qty Months Total Stand Alone Devices - ABT 3000 Unit $994.87 23 $22,882.01 Stand Alone Devices - ABT 3000 (spares) Unit $994.87 5 $4,974.35 Mounting Poles Unit $105.33 23 $2,422.59 Installation of PAD Unit $562.50 23 $12,937.50 Implementation Service Once-off $7,500 1 $7,500.00 Integration with Transit Processor Once-off $9,440.00 0 $0.00 EMV Level 3 Certification Once-off $3,146.67 0 $0.00 Integration with 2D Bar Code Processor Once-off $9,440.00 0 $0.00 Custom development: Barcode reader ($195 per device) Hourly $137.50 39.71 $5,460.00 Custom development: Token Transit integration implementation Hourly $137.50 21.82 $3,000.00 2. TRANSIT PROCESSING SERVICES RATE DETERMINATION AND PUBLICATION (Category B Only) (Not Applicable) 3. TRAVEL Transit Agencies may allow additional travel reimbursement as permitted, which must be itemized separately on the invoice. The Contractor must have prior approval by the Transit Agency for any additional travel reimbursement. 4. INVOICES A. Submission of Invoices Page 200 of 555 1) The Contractor shall submit itemized invoices to the Transit Agency contact person at the address contained in the Transit Agency’s User Agreement. The information is mandatory information to be provided for all invoices: a) DGS MSA Number b) Transit Agency Contract Number c) Transit Agency Order Number d) Transit Agency Billing Code e) Transit Agency Name f) Transit Agency Address g) Description of services ordered h) Pricing information, specified by Tier or Breakpoint where applicable 2) The Transit Agency contact person will verify and approve, or disapprove, the invoiced items. If the Transit Agency does not approve the invoiced items, the invoice will be disputed and returned to the Contractor for correction. 5. PAYMENT Payment for services performed under this Contract will be made upon satisfactory completion of services rendered. The Contractor shall invoice Transit Agencies in arrears upon successful completion of services. Invoices for services are not due and payable, and do not constitute an obligation of the Transit Agency, until the month following the month for which charges are accrued. The payment terms for the Capital Expenditures portion of the products and services delivered under this Contract will be paid in the percentage amounts noted below: ● 40% on Notice to proceed ● 40% on delivery ● 20% on acceptance. The costs for the required T-clamps, plates and onsite survey are not included in the pricing table in Section 1 of this Exhibit B. Contractor shall invoice the Transit Agency for any costs related to these items separately. Payment shall be made within 45 days in accordance with, and within the time specified in Government Code Chapter 4.5, commencing with Section 927 unless agreed otherwise in the User Agreement. 6. RATE ADJUSTMENTS Contractor may request Consumer Price Index (CPI) rate increases for servic es should the State decide to execute the options to extend. Rate increases may be requested no more than once annually and may only be requested following the initial five (5) year term of the Agreement. Rate increases shall be capped at three percent (3%) for a given year and may only be requested when the CPI for the "Public Transportation" goods and services category, as published by the U.S. Department of Labor, Bureau of Labor Statistics has increased one percent (1%) or greater for the previous calendar year. The website, subject to change without amendment to this Agreement, can be found at the CPI Index (https://www.bts.gov/components-consumer-price-index-transportation). The Contractor shall submit a written request to the DGS Contract Administrator, provide a copy of the index and other supporting documentation necessary to support the adjustment. Rates will be fixed for twelve (12) months following an approved price adjustment. Adjustments shall not be retroactive. Page 201 of 555 Page 202 of 555 USER AGREEMENT 1. This User Agreement is entered into between The City of San Luis Obispo “Contracting Agency” and Kuba Inc. “Contractor”. This User Agreement expressly incorporates the California Master Service Agreement (MSA) No. 5‐21‐70‐28-02 which is incorporated herein. This User Agreement contract form serves as an appropriate equivalent to the STD 213 as required by the MSA. Contracting Agency: The City of San Luis Obispo Contractor Name: Kuba Inc. 2. The Term of this Agreement is: Start Date: [ENTER DATE EXPECTED TO SIGN] Through End Date: 02/28/2027 with the ability to extend at the discretion of the State of California’s Department of General Services 3. The maximum amount of this Agreement is: See Exhibit B for pricing on operating costs only, capital expenses are documented in a separate agreement. 4. Exhibits. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of this agreement. Exhibits Title Pages Exhibit A San Luis Obispo (SLO) Transit’s Scope of Work 6 Exhibit B Payment Provisions 2 MSA 5-21-70- 28-02 MSA 5-21-70-28-02 is hereby incorporated by reference. The MSA is available at: https://caleprocure.ca.gov/PSRelay/ZZ_PO.ZZ_CTR_SUP_CMP.GBL? Page=ZZ_CTR_SUP_PG&Action=U&SETID=STATE&CNTRCT_ID=5- 21-70-28-02 In Witness Whereof, This Agreement has been executed by the parties hereto. Contractor: ___________________________________________ Date:________________________ Kuba Inc. PO Box 31804 Las Vegas, NV 89173-31804 Brian Frank, General Manager: Kuba North America Transit Contracting Agency Name: ___________________________________________ Date:________________________ City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Whitney McDonald, City Manager Page 203 of 555 EXHIBIT A Scope of Work 1. Incorporate MSA by Reference MSA 5-21-70-28-02 and its amendments is hereby incorporated by reference as if attached hereto. 2. Description Three transit operators in the region will lead the project with support from the San Luis Obispo Council of Governments (SLOCOG). In 2024, the region was awarded SB125 funds to collaboratively deploy contactless payment technology across the region’s operators. The goal is to select matching vendors across each tr ansit provider. The three transit operators that serve the SLOCOG region, and are part of this award, include San Luis Obispo Regional Transit Authority (RTA), Morro Bay Transit (MBT), and San Luis Obispo (SLO) Transit. A brief description of each transit provider follows: RTA The RTA was created in 1989 as a Joint Powers Authority to provide management of regional fixed -route public transportation services, as well as regional paratransit services. In 2001, the paratransit service, called RTA Runabout, began providing complementary ADA service for all five fixed-route providers operating in the region. The mission of the RTA is to provide safe, reliable and efficient transportation services that improve and enhance the quality of life for the citizens and visitors of San Luis Obispo County. The County is located on the beautiful Central Coast of California, halfway between Los Angeles and San Francisco. The current population of the county is 284,010, including that of three small, urbanized areas (UZAs): San Luis Obispo designated in 1990; El Paso de Robles-Atascadero in 2000; and Arroyo Grande-Grover Beach in 2010. The RTA coordinates regional services with local fixed-route providers in each UZA in the County, as well as within the Santa Maria UZA (population 130,000) in nearby northern Santa Barbara County. The RTA directly operates hourly service on four regional fixed-routes and ADA paratransit services primarily along the US-101 and SR-1 corridors, as well as express commuter services during peak travel periods. Three out of the four regional fixed routes converge on downtown San Luis Obispo, 7 days a week. The RTA regional fixed-route service has a peak pull-out of 15 buses, and provides almost 500,000 passenger-trips annually, while weekday productivity ranges from 4 to 23 boardings/hour. The RTA also operates community- based services funded by SLO County in small rural areas and is funded by the City of Paso Robles to operate its local fixed-route and a local Dial-A-Ride programs. Finally, as of January 2021, the RTA also directly operates SoCo Transit – the eight-bus local fixed-route service operated in the Beach Communities of the Five Cities Area. These services provided over 300,000 additional fixed route trips with productivity in line with what is seen on the RTA regional fixed routes. Fixed route fare revenue is approximately $1 million per year and is expected to increase as ridership increases. MBT The City of Morro Bay is located on the central coast of California approximately halfway between San Francisco and Los Angeles. The City has a population of 10,531. In 1977, the City began operating a year round general public Dial-A-Ride service. The Dial-a-Ride service was replaced in October 2010 with a deviated fixed route system after recession-related reductions in State funding necessitated adaptations in how the service was provided. The deviated fixed route service operates within the City limits from 6:10 a.m. to 6:45 p.m., Monday through Friday. Service provided is on one fixed route loop throughout the City limits and deviates off route, using one bus, to pick up/drop off riders who have previously scheduled curb -to-curb trips (Call-A-Ride trips). These deviated trips are arranged the day prior to the needed curb -to-curb service; however, same day trips are also accommodated if they do no t cause the fixed route to become behind schedule. Morro Bay Transit is closed on weekends and all City observed holidays. Additionally, in 1994, the City began operating a seasonal trolley fixed route service. Over time, trolley service expanded first to two, then to three routes that came from recommendations from a parking management Page 204 of 555 plan study and Short-Range Transit Plan update. Service provided is on two fixed route loops throughout the City limits. Trolley service operates weekends only from the first weekend in June to the first weekend in October. Service begins at 10:00 a.m. each operating day and ends at 5:00 p.m. on Saturdays and Sundays. Both the deviated fixed route and Trolley services are currently contracted out to a third party provider, however, in September 2024, the City Council approved the consolidation of MBT into the RTA system. RTA will start operating MBT June 1, 2025. During the pandemic, service levels changed for the Trolley with cuts in the number of service routes and days operated, and for the deviated fixed route, Saturday service was stopped. Currently, the trolley routes see an average daily ridership of 110 riders per day and the deviated fixed route service sees an average daily ridership of 47 riders per day. Ridership is split between cash fares (39%), punch passes (12%), Regional Passes (35%), Runabout rides paid through a reimbursement agreement with the RTA (4%), and free Gold pass rides (10%). MBT and Trolley fare collection is processed 100% manually by the dri vers. Ridership demographics span all types of the population from child, adult, senior, those with disabilities, students K -12, college students, visitor service workers, working professionals, and visitors. Revenue from cash fares totaled $9,882.75 and r evenues from the Regional Pass and Runabout fare reimbursement program totaled $5,579.17 for FY 23/24. MBT service provides a connection to the RTA system at City Park as well as connections to the City’s seasonal Trolley service at Centennial Stairway and along north Main Street. MBT’s Trolley service links the Downtown Business District, Waterfront, State Parks in the north and south ends of the community, and the Museum of Natural History. In addition, the service provides a connection to the RTA system at City Park upon request. The connection provided by both services is an important link with the RTA system to the other communities in San Luis Obispo County, and connections to a major community college (Cuesta College), state university (California Polytechnic State University - SLO), the County seat in San Luis Obispo, as well as many links to coastal recreational venues and access to service jobs at destinations around the coast such as Hearst Castle. MBT services may be consolidated to RTA in mid-2025. Vendors, please assume that any information in this Scope specific to MBT will remain unchanged regardless of said decision. The operators shall inform vendors if a consolidation is confirmed. SLO Transit San Luis Obispo (SLO) Transit was established in 1974 by the City of San Luis Obispo (City) and provides the local fixed-route public transit system for the City. The City is located along the Central Coast region of California, halfway between San Francisco and Los Angeles. The City has a population of 47,063 with an estimated additional population of 21,600 students when California Polytechnic State University (Cal Poly) is in session. SLO Transit contracts for the operation of eight fixed routes, in a hub-and-spoke model, within the 23 square miles of the City limits and on Cal Poly’s campus. SLO Transit also operates three tripper services, an express service between the university and downtown, and a trolley on Thursday nights in support of a local farmer’s market. Fixed-route services operate Monday through Friday approximately from 6 am to 11 pm and Saturday and Sunday from 8 am to 8 pm during the academic year. SLO Transit ridership demographics reflect a broad cross section of the population. While the majority of trips are campus-related (roughly 60%), SLO Transit also serves seniors, persons with disabilities, K-12 students, working professionals, visitors, and other choice riders. College students, staff, and faculty’s fares are paid for by a transit service agreement between the City and the university. Revenue from cash fares exceeded $250,000 last fiscal year. Over 575,000 passenger‐trips were provided in 2024 including riders covered by transit service agreements. The number of passenger-trips and fare revenue continues to increase each year as services are expanded. 3. Regional Expectations Page 205 of 555 Although each agency shall retain autonomy, work, and contract directly with vendors, there are region -level needs to note:  RTA shall contract on behalf of MBT and their services  The Category A vendor shall provide a single integration to Token Transit, who currently provides regional passes  The Category B vendor shall enable regional capping – a regional day-pass ($5.50) and a regional 31-day pass ($68) across all fixed-route services While the scope of work submitted to vendors aims for a regional collaboration, sections of this scope of work hereafter pertain to SLO Transit only. Page 206 of 555 4. Determining internal responsibilities for the project Vendors should coordinate directly with the following contact during the course of the project. Alex Fuchs Mobility Services Business Manager afuchs@slocity.org 5. Fare Structure and Business Rules SLO Transit’s base fare structure shall at a minimum include the following: SLO Transit Fixed-Route One-way $1.50 Transfers Free across SLO Transit, up to an hour Daily Cap $3.25 Weekly Cap Monthly Cap $40 Regional Daily Cap $5.50 Regional Monthly Cap $68 Existing discounts (seniors, persons with disabilities, etc.) will continue to be offered on the legacy systems. When such capability is available to offer those discounts on the contactless payment system, the SLO Transit may request that the Category B provider integrate with the resulting Eligibility Verification system to do so. Page 207 of 555 6. On-board Technologies SLO Transit’s fleet consists of 18 fixed route vehicles ranging from a 28-foot cutaway bus to a 40-foot double decker bus: ● 14 Gillig vehicles that are 30, 35, and 40 feet ● 1 electric 35-foot New Flyer vehicle ● 1 electric 35-foot Proterra vehicle ● 1 28-foot El Dorado cutaway vehicle ● 1 40-foot Alexander Dennis double-decker bus Six new battery electric buses are expected to arrive in fall 2025 and another two in summer 2026 which will replace older diesel-powered buses. Vehicles are currently leveraging Peak Transit for CAD-AVL services and are connected to the Verizon network via SIM cards. The City of San Luis Obispo uses Chase Bank’s Paymentech for merchant processing but shall leverage California’s EPAY agreements to contract with an acquirer for this project. 7. Items Specific to Category A (PADs) SLO Transit shall have PADs installed near the front door of each vehicle and will be wired to the bus battery, barring vendor inspection of vehicles. The following hardware quantities are to be installed, the Category A vendor shall provide a delivery timeframe. PADs to be installed 18 Spare PADs 5 Total 23 Value-add Requests The Category A vendor shall complete the installation of PADs and will provide an extended warranty on all PADs purchased. All devices shall be equipped with hardware to read barcode/QR codes. 7.1 Determining whether any changes are needed to default Category A service level agreements (SLAs) in the User Agreement SLO Transit accepts the default SLAs. Page 208 of 555 8. Items Specific to Category B (Transit Processor Services) SLO Transit shall select a single Category B vendor to process transactions made on the PADs. Please refer to sections 1-6 above for applicable business rules and technologies. The transit operators accept the vendor’s customer support channels for both riders and agency personnel. SLO Transit requires access to a data dashboard to view transaction data. Raw (CSV) format is acceptable. At a minimum, reports shall include but not be limited to: ● Revenue report (including the number of transactions and total transaction amounts) ● Operations report (including the total revenue per route per day, the number of boardings per route per stop per hour per day, and any other metrics as agreed between the Transit Agency and Transit Processor) ● KPI report (documenting all service levels in relation to the KPIs) ● Number of new customers and returning customers ● Bad debt and debt recovery reports ● Dispute and chargeback reports ● Ridership by pass per route (for example, for a pass how many trips during the month on MBT, RTA (by each route operated by RTA), and SLO Transit Value-add Requests SLO Transit does not request any value-add services at this time. 8.1 Determining whether any changes are needed to default Category B service level agreements (SLAs) in the User Agreement Not offered. Page 209 of 555 EXHIBIT B PAYMENT PROVISIONS 1. RATES The not-to-exceed pricing for MSA products and services to be provided to Transit Agencies are listed in Exhibit B.1 - Rate Sheet. All prices and fees shall be fixed for the entire MSA term including any optional extension periods unless the State approves a price adjustment in accordance with Section 6, Rate Adjustments. A. Payment Acceptance Devices - Category A For Category A Products and Services (related to operating expenses only), rates are determined for San Luis Obispo Transit are as follows: Description Unit of measure Rate Qty Months Total Operations Expenses Per device per month $39.50 23 60 $54,510.00 Extended Warranty (beginning in year 2) Per device per month $7.38 28 48 $9,918.72 Custom development: Token Transit integration annual support ($2,000 per year for 5 years) Hourly $137.5 72.73 $10,000.00 2. TRANSIT PROCESSING SERVICES RATE DETERMINATION AND PUBLICATION (Category B Only) (Not Applicable) 3. TRAVEL Transit Agencies may allow additional travel reimbursement as permitted, which must be itemized separately on the invoice. The Contractor must have prior approval by the Transit Agency for any additional travel reimbursement. 4. INVOICES A. Submission of Invoices 1) The Contractor shall submit itemized invoices to the Transit Agency contact person at the address contained in the Transit Agency’s User Agreement. The information is mandatory information to be provided for all invoices: a) DGS MSA Number b) Transit Agency Contract Number c) Transit Agency Order Number d) Transit Agency Billing Code Page 210 of 555 e) Transit Agency Name f) Transit Agency Address g) Description of services ordered h) Pricing information, specified by Tier or Breakpoint where applicable 2) The Transit Agency contact person will verify and approve, or disapprove, the invoiced items. If the Transit Agency does not approve the invoiced items, the invoice will be disputed and returned to the Contractor for correction. 5. PAYMENT Payment for services performed under this Contract will be made upon satisfactory completion of services rendered. The Contractor shall invoice Transit Agencies in arrears upon successful completion of services. Invoices for services are not due and payable, and do not constitute an obligation of the Transit Agency, until the month following the month for which charges are accrued. The payment terms for the Capital Expenditures portion of the products and services delivered under this Contract will be paid in the percentage amounts noted below: ● 40% on Notice to proceed ● 40% on delivery ● 20% on acceptance. The costs for the required T-clamps, plates and onsite survey are not included in the pricing table in Section 1 of this Exhibit B. Contractor shall invoice the Transit Agency for any costs related to these items separately. Payment shall be made within 45 days in accordance with, and within the time specified in Government Code Chapter 4.5, commencing with Section 927 unless agreed otherwise in the User Agreement. 6. RATE ADJUSTMENTS Contractor may request Consumer Price Index (CPI) rate increases for services should the State decide to execute the options to extend. Rate increases may be requested no more than once annually and may only be requested following the initial five (5) year term of the Agreement. Rate increases shall be capped at three percent (3%) for a given year and may only be requested when the CPI for the "Public Transportation" goods and services category, as published by the U.S. Department of Labor, Bureau of Labor Statistics has increased one percent (1%) or greater for the previous calendar year. The website, subject to change without amendment to this Agreement, can be found at the CPI Index (https://www.bts.gov/components-consumer-price-index-transportation). The Contractor shall submit a written request to the DGS Contract Administrator, provide a copy of the index and other supporting documentation necessary to support the adjustment. Rates will be fixed for twelve (12) months following an approved price adjustment. Adjustments shall not be retroactive. Page 211 of 555 Page 212 of 555 1 USER AGREEMENT 1. This User Agreement is entered into between The City of San Luis Obispo (“Contracting Agency”) and LITTLEPAY, INC. (“Contractor”). This User Agreement expressly incorporates the California Master Service Agreement (MSA) No. 5‐21‐70‐28‐06 which is incorporated herein. This User Agreement contract form serves as an appropriate equivalent to the STD 213 as required by the MSA. Contracting Agency: The City of San Luis Obispo Contractor Name: Littlepay, Inc. 2. The Term of this Agreement is: Start Date: [ENTER DATE EXPECTED TO SIGN] Through End Date: 02/27/2027 with the ability to extend at the discretion of the State of California’s Department of General Services 3. The maximum amount of this Agreement is: See Exhibit B for pricing 4. Exhibits. The parties agree to comply with the terms and conditions of the following exhibits, which are by this reference made a part of this agreement. Exhibits Title Pages Exhibit A Statement of Work 6 Exhibit B Scope of Work 5 Exhibit C Payment Provisions 1 MSA 5-21- 70-28-06 MSA 5-21-70-28-06 is hereby incorporated by reference. The MSA is available at: https://caleprocure.ca.gov/PSRelay/ZZ_PO.ZZ_CTR_SUP_CMP.GBL?Page=ZZ_CTR _SUP_PG&Action=U&SETID=STATE&CNTRCT_ID=5-21-70-28-06 In Witness Whereof, This Agreement has been executed by the parties hereto. Contractor: ___________________________________________ Date:________________________ Littlepay, Inc. 915 L. Street, Suite C #441 Sacramento, CA 95814 By: Amin Shayan, CEO Contracting Agency Name: ___________________________________________ Date:________________________ City of San Luis Obispo 990 Palm Street San Luis Obispo, CA 93401 Whitney McDonald, City Manager Page 213 of 555 2 EXHIBIT A Scope of Work 1. Incorporate MSA by Reference MSA 5-21-70-28-06 and its amendments is hereby incorporated by reference as if attached hereto. 2. Description Three transit operators in the region will lead the project with support from the San Luis Obispo Council of Governments (SLOCOG). In 2024, the region was awarded SB125 funds to collaboratively deploy contactless payment technology across the region’s operators. The goal is to select matching vendors across each transit provider. The three transit operators that serve the SLOCOG region, and are part of this award, include San Luis Obispo Regional Transit Authority (RTA), Morro Bay Transit (MBT), and San Luis Obispo (SLO) Transit. A brief description of each transit provider follows: RTA The RTA was created in 1989 as a Joint Powers Authority to provide management of regional fixed -route public transportation services, as well as regional paratransit services. In 2001, the paratransit service, called RTA Runabout, began providing complementary ADA service for all five fixed-route providers operating in the region. The mission of the RTA is to provide safe, reliable and efficient transportation services that improve and enhance the quality of life for the citizens and visitors of San Luis Obispo County. The C ounty is located on the beautiful Central Coast of California, halfway between Los Angeles and San Francisco. The current population of the county is 284,010, including that of three small urbanized areas (UZAs): San Luis Obispo designated in 1990; El Paso de Robles-Atascadero in 2000; and Arroyo Grande-Grover Beach in 2010. The RTA coordinates regional services with local fixed-route providers in each UZA in the County, as well as within the Santa Maria UZA (population 130,000) in nearby northern Santa Barbara County. The RTA directly operates hourly service on four regional fixed-routes and ADA paratransit services primarily along the US-101 and SR-1 corridors, as well as express commuter services during peak travel periods. Three out of the four regional fixed-routes converge on downtown San Luis Obispo, 7 days a week. The RTA regional fixed-route service has a peak pull-out of 15 buses, and provides almost 500,000 passenger-trips annually, while weekday productivity ranges from 4 to 23 boardings/hour. Th e RTA also operates community- based services funded by SLO County in small rural areas, and is funded by the City of Paso Robles to operate its local fixed-route and a local Dial-A-Ride programs. Finally, as of January 2021, the RTA also directly operates SoCo Transit – the eight-bus local fixed-route service operated in the Beach Communities of the Five Cities Area. These services provided over 300,000 additional fixed route trips with productivity in line with what is seen on the RTA regional fixed routes. Fixed route fare revenue is approximately $1 million per year and is expected to increase as ridership increases. MBT The City of Morro Bay is located on the central coast of California approximately halfway between San Francisco and Los Angeles. The City has a population of 10,531. In 1977, the City began operating a year round general public Dial-A-Ride service. The Dial-a-Ride service was replaced in October 2010 with a deviated fixed route system after recession-related reductions in State funding necessitated adaptations in how the service was provided. The deviated fixed route service operates within the City limits from 6:10 a.m. to 6:45 p.m., Monday through Friday. Service provided is on one fixed route loop throughout the City limi ts and deviates off route, using one bus, to pick up/drop off riders who have previously scheduled curb -to-curb trips (Call-A-Ride trips). These deviated trips are arranged the day prior to the needed curb -to-curb service; however, same day trips are also accommodated if they do not cause the fixed route to become behind schedule. Morro Bay Transit is closed on weekends and all City observed holidays. Additionally, in 1994, the City began operating a seasonal trolley fixed route service. Over time, trolle y service expanded first to two, then to three routes that came from recommendations from a parking management Page 214 of 555 3 plan study and Short-Range Transit Plan update. Service provided is on two fixed route loops throughout the City limits. Trolley service operates weekends only from the first weekend in June to the first weekend in October. Service begins at 10:00 a.m. each operating day and ends at 5:00 p.m. on Saturdays and Sundays. Both the deviated fixed route and Trolley services are currently contracted out to a third party provider, however, in September 2024, the City Council approved the consolidation of MBT into the RTA system. RTA will start operating MBT June 1, 2025. During the pandemic, service levels changed for the Trolley with cuts in the number o f service routes and days operated, and for the deviated fixed route, Saturday service was stopped. Currently, the trolley routes see an average daily ridership of 110 riders per day and the deviated fixed route service sees an average daily ridership of 47 riders per day. Ridership is split between cash fares (39%), punch passes (12%), Regional Passes (35%), Runabout rides paid through a reimbursement agreement with the RTA (4%), and free Gold pass rides (10%). MBT and Trolley fare collection is processed 100% manually by the drivers. Ridership demographics span all types of the population from child, adult, senior, those with disabilities, students K -12, college students, visitor service workers, working professionals, and visitors. Revenue from cash far es totaled $9,882.75 and revenues from the Regional Pass and Runabout fare reimbursement program totaled $5,579.17 for FY 23/24. MBT service provides a connection to the RTA system at City Park as well as connections to the City’s seasonal Trolley service at Centennial Stairway and along north Main Street. MBT’s Trolley service links the Downtown Business District, Waterfront, State Parks in the north and south ends of the community, and the Museum of Natural History. In addition, the service provides a connection to the RTA system at City Park upon request. The connection provided by both services is an important link with the RTA system to the other communities in San Luis Obispo County, and connections to a major community college (Cuesta College), state university (California Polytechnic State University - SLO), the County seat in San Luis Obispo, as well as many links to coastal recreational venues and access to service jobs at destinations around the coast such as Hearst Castle. MBT services may be consolidated to RTA in mid-2025. Vendors please assume that any information in this Scope specific to MBT will remain unchanged regardless of said decision. The operators shall inform vendors if a consolidation is confirmed. SLO Transit San Luis Obispo (SLO) Transit was established in 1974 by the City of San Luis Obispo (City) and provides the local fixed-route public transit system for the City. The City is located along the Central Coast region of California, halfway between San Francisco and Los Angeles. The City has a population of 47,063 with an estimated additional population of 21,600 students when California Polytechnic State University (Cal Poly) is in session. SLO Transit contracts for the operation of eight fixed routes, in a hub-and-spoke model, within the 23 square miles of the City limits and on Cal Poly’s campus. SLO Transit also operates three tripper services, an express service between the university and downtown, and a trolley on Thursday nights in support of a local farmer’s market. Fixed-route services operate Monday through Friday approximately from 6 am to 11 pm and Saturday and Sunday from 8 am to 8 pm during the academic year. SLO Transit ridership demographics reflect a broad cross section of the population. While the majority of trips are campus-related (roughly 60%), SLO Transit also serves seniors, persons with disabilities, K-12 students, working professionals, visitors, and other choice riders. College students, staff, and faculty’s fares are paid for by a transit service agreement between the City and the university. Revenue from cash fares exceeded $250,000 last fiscal year. Over 575,000 passenger‐trips were provided in 2024 including riders covered by transit service agreements. The number of passenger-trips and fare revenue continues to increase each year as services are expanded. 3. Regional Expectations Page 215 of 555 4 Although each agency shall retain autonomy, work, and contract directly with vendors, there are region -level needs to note:  RTA shall contract on behalf of MBT and their services  The Category A vendor shall provide a single integration to Token Transit, who currently provides regional passes  The Category B vendor shall enable regional capping – a regional day-pass ($5.50) and a regional 31-day pass ($68) across all fixed-route services While the scope of work submitted to vendors aims for a regional collaboration, sections of this scope of work hereafter pertain to SLO Transit only. Page 216 of 555 5 4. Determining internal responsibilities for the project Vendors should coordinate directly with the following contact during the course of the project. Alex Fuchs Mobility Services Business Manager afuchs@slocity.org 5. Fare Structure and Business Rules SLO Transit’s base fare structure shall at a minimum include the following: SLO Transit Fixed-Route One-way $1.50 Transfers Free across SLO Transit, up to an hour Daily Cap $3.25 Weekly Cap Monthly Cap $40 Regional Daily Cap $5.50 Regional Monthly Cap $68 Existing discounts (seniors, persons with disabilities, etc.) will continue to be offered on the legacy systems. When such capability is available to offer those discounts on the contactless payment system, the SLO Transit may request that the Category B provider integrate with the resulting Eligibility Verification system to do so. Page 217 of 555 6 6. On-board Technologies SLO Transit’s fleet consists of 18 fixed route vehicles ranging from a 28-foot cutaway bus to a 40-foot double decker bus: ● 14 Gillig vehicles that are 30, 35, and 40 feet ● 1 electric 35-foot New Flyer vehicle ● 1 electric 35-foot Proterra vehicle ● 1 28-foot El Dorado cutaway vehicle ● 1 40-foot Alexander Dennis double-decker bus Six new battery electric buses are expected to arrive in fall 2025 and another two in summer 2026 which will replace older diesel-powered buses. Vehicles are currently leveraging Peak Transit for CAD-AVL services and are connected to the Verizon network via SIM cards. The City of San Luis Obispo uses Chase Bank’s Paymentech for merchant processing, but shall leverage California’s EPAY agreements to contract with Elavon Inc for this project. 7. Items Specific to Category A (PADs) SLO Transit shall have PADs installed near the front door of each vehicle and will be wired to the bus battery, barring vendor inspection of vehicles. The following hardware quantities are to be installed, the Category A vendor shall provide a delivery timeframe. PADs to be installed 18 Spare PADs 5 Total 23 Value-add Requests The Category A vendor shall complete the installation of PADs and will provide an extended warranty on all PADs purchased. All devices shall be equipped with hardware to read barcode/QR codes. 7.1 Determining whether any changes are needed to default Category A service level agreements (SLAs) in the User Agreement Not offered. Page 218 of 555 7 8. Items Specific to Category B (Transit Processor Services) SLO Transit shall select a single Category B vendor to process transactions made on the PADs. Please refer to sections 1-6 above for applicable business rules and technologies. The transit operators accept the vendor’s customer support channels for both riders and agency personnel. SLO Transit requires access to a data dashboard to view transaction data. Raw (CSV) format is acceptable. At a minimum, reports shall include but not be limited to:  Revenue report (including the number of transactions and total transaction amounts)  Operations report (including the total revenue per route per day, the number of boardings per route per stop per hour per day, and any other metrics as agreed between the Transit Agency and Transit Processor)  KPI report (documenting all service levels in relation to the KPIs)  Number of new customers and returning customers  Bad debt and debt recovery reports  Dispute and chargeback reports  Ridership by pass per route (for example, for a pass how many trips during the month on MBT, RTA (by each route operated by RTA), and SLO Transit) Value-add Requests SLO Transit does not request any value-add services at this time. 8.1 Determining whether any changes are needed to default Category B service level agreements (SLAs) in the User Agreement SLO Transit accepts the default SLAs. Page 219 of 555 8 EXHIBIT B This EXHIBIT B Scope of Work (“UASOW”) forms part of the User Agreement between: (a) The City of San Luis Obispo a public transportation authority operating under the laws of California with a registered address of 990 Palm Street, San Luis Obispo, CA 93401 contactable for notice at the following email address: afuchs@slocity.org (“Transit Authority”); and (b) Littlepay, Inc., a Delaware corporation with a Branch in California (File number: C4769096) with an address of 915 L. Street, Suite C #441, Sacramento, CA 95814, USA, contactable for notice at the following email address: legal@littlepay.com (“Littlepay”), each a “party” and together the “parties”. BACKGROUND (A) The Transit Authority is a public transportation operator, providing public transit to Transit Customers. The Transit Authority wishes to offer Transit Customers the option to pay by way of contactless EMV Cards. (B) Littlepay sells payment processing and ancillary services and has been awarded a Master Services Agreement number 5-21-70-28-06 as the same may be amended in accordance with its terms from time to time (“DGS MSA”) by the Department of General Services (“DGS”), State of California in Category B “Transit Processor Services”. The Transit Authority wishes to procure these services in compliance with the terms and conditions agreed under the DGS MSA. (C) The Agreement entered into by the parties (which comprises the STD 213 Form and the Exhibits referred to therein, including this Exhibit B ) constitutes the “User Agreement” between the parties as contemplated in the DGS MSA framework. (D) The Transit Authority has separate arrangements with third parties under which it receives merchant acquiring and payment gateway services. The User Agreement manages the relationship of the Transit Authority and Littlepay, being the terms upon which Littlepay offers payment processing and any ancillary services to the Transit Authority. (E) Littlepay may subcontract certain aspects of its processing and other system management obligations herein to Littlepay Pty Ltd, a company incorporated under the laws of Australia and under common control with Littlepay. (F) Pursuant to Section 10 of Exhibit B to the DGS MSA, the DGS MSA is incorporated into the User Agreement, such that applicable general provisions in the DGS MSA that refer to “the State” shall be understood to refer to the Transit Authority. (G) In the event of any inconsistency between the User Agreement and the Card Scheme Rules, the Card Scheme Rules will prevail. AGREED TERMS 1. INTERPRETATION 1.1 The following definitions apply in this UASOW: Acquirer: a bank or financial institution that allows the Transit Authority to accept Card payments from an Issuer which, for the purposes of this Agreement, is deemed to be Elavon, Inc. Authorization: means an affirmative response, by or on behalf of an Issuer, t o a request to effect a Transaction on a Card and that the Card has sufficient funds available for the Transaction and has not been blocked for any reason or reported by the Cardholder as lost or stolen. Page 220 of 555 9 Authorization Request: means a message sent to the card scheme to validate a Card. Authorization Requests are performed in compliance with the Card Scheme Rules and in agreement with Financial Processors. Business Day: a day other than a Saturday, Sunday or public holiday in California when banks in Cali fornia are open for business. Card: means a valid and current credit, debit, prepaid, commercial or any other payment Card issued by the Issuer. Card Scheme: means Mastercard, Visa or any other Card Scheme otherwise agreed in writing between the parties from time to time. Card Scheme Rules: means the rules and operating instructions issued by particular Card Schemes from time to time. Cardholder: means an individual, company, firm or other body to whom a valid Card has been issued by a financial institution which is a member of one or more of the Card Schemes. For the purposes of this Agreement, all Cardholders who use a Card to purchase services from the Transit Authority will also be a Transit Customer. Charges: the standard charges for the Services (both General Services and Value Added Services, collectively) as set forth in Exhibit C to the User Agreement and any applicable Statement of Work attached hereto and any other monies that may fall due under this Agreement. EMV: means, in relation to this Agreement, the Europay, MasterCard and Visa standard, a secure technology used worldwide for all payments done with credit, debit and prepaid Europay, Mastercard and Visa smart Cards. General Services: those services described in Section 3.A. Issuer: means an organization that issues Cards and whose name appears on the Card as the issuer of such Card and who is a member of a Card Scheme, that enters into a contractual relationship with a Cardholder for the issuance and use of one or more Cards. Mobile Inspection Device: Equipment validating the right to travel associated with a contactless EMV payment credential. MVP Phase: An initial discovery period during which only registered riders can use the service. Settlement: means the payment made to the Acquirer to the value of a Transaction. Terminal: means an electronic device used at the point of Transaction that has the capability to capture Card details, process electronic data, obtain an Authorization and provide Transaction receipt data. Transaction: means the acceptance of a Card or information embossed on the Card, for payment for services provided to Cardholders by the Transit Authority. For the avoidance of doubt, the term Transaction also includes credits (refunds), errors, returns and adjustments. Transit Customer: The end user that is purchasing a fare for transport service provided by the Transit Authority. Trip: a single Transit Customer journey. If that Transit Customer journey involves making two contactless EMV Card “taps” on on-board readers, with one tap recording the boarding stage and the other recording the alighting stage for the purposes of accurate fare calculation, those taps shall constitute one Trip. User Documentation: refers to a manual maintained and published by Littlepay, and is available via Littlepay’s login credentials. Page 221 of 555 10 2. SERVICES A. LITTLEPAY’S CATEGORY B TRANSIT PROCESSOR SERVICES 1. In consideration of the Charges payable under the User Agreement Littlepay shall provide to the Transit Authority during the Term the Transit Processor Services as described in Section 2A.2 below (such services being the “General Services”). Littlepay shal l provide the General Services subject to the terms of the User Agreement and in a manner consistent with the Customer Specific Considerations described in Appendix 1 to this UASOW. 2. Littlepay General Services Littlepay shall implement the technology, infrastructure and systems agreed between the parties from time to time as being required to facilitate the processing of contactless EMV Card payments of Transit Customers in respect of the Transit Authority’s ticketing operations. Littlepay’s obligations shall include, without limitation, the provision of systems and services to enable: (i) Transaction capture: Littlepay shall receive taps from Terminals where Terminals conform to the "Littlepay Device API” and have been previously integrated by Littlepay and duly certified; (ii) Aggregation: Littlepay shall, according to Card Scheme Rules and Transit Authority configurations, define a time period where multiple Transactions are aggregated together into a single Transaction that is submitted for Authorization; (iii) Fare Capping: Littlepay shall apply a maximum capped amount to the amount charged to the Cardholder for a defined period. Refer to User Documentation for the types of fare capping available; (iv) Authorization Processing: Littlepay shall, according to automated strategies, configurable settings and in compliance with Card Scheme Rules, generate the necessary Authorization Requests and exchange these with “Financial Processor(s)” (e.g. Acquirer, Gateway, Card Schemes) for approval by the Issuer; (v) Settlement Processing: Littlepay shall, according to configurable settings, generate and submit the necessary Settlement records to the Financial Processor(s); (vi) Deny List Processing: Littlepay shall manage a “Deny List” of Cards that have been declined and make the Deny List available to all Terminals on the Transit Authority’s network connected to Littlepay. Once a debt is cleared, a Card is removed from the Deny List; (vii) Debt Recovery: Littlepay shall, via an automated strategy in compliance with Card Scheme Rules, re-present Authorization Requests that were initially declined at the time of Authorization; (viii) Transit Authority Portal: Littlepay shall make available to the Transit Authority an online portal to enable the required administrative functions including Transit Authority configuration, Transaction viewing, exception processing and data analytics. Refer to User Documentation for the features available; (ix) Passenger Portal: On request, Littlepay shall make available to Cardholders an online portal (Littlepay branded) for Cardholders to enter their Card details in a PCI-DSS secured manner and retrieve data related to their Card usage and associated Trips. Littlepay operates a single cloud-based processing platform. New features will be introduced over time, and existing functions may be updated. Littlepay manages these changes entirely at its own discretion. Where new features are introduced to the standard platform, these will be made available to the Transit Authority without incurring additional Charges. Littlepay may also introduce premium Page 222 of 555 11 features that require additional Charges to access. Relevant updates to functionality shall be communicated to the Transit Authority on a timely basis. User Documentation is updated upon significant change and made available to the Transit Authority via an online repository. 3. The General Service Charges (a) In order for Littlepay to provide the Services to the Transit Authority, the necessary Transit Authority Equipment and or Transit Authority Materials must be integrated by Littlepay. The Transit Authority shall bear responsibility for verifying with Littlepay whether the Transit Authority Equipment and or Transit Authority Materials has been, or needs to be, integrated beyond the Customer Specific Considerations described in Appendix 1 to this UASOW . Charges for integration, such as devices or third party components (software, portals, applications) are available on application by the Transit Authority (the “Integration” and, once integrated, become “Integrated”) and will be charged as Custom Development Work in accordance with the User Agreement terms, as follows: i. The parties will work together to agree the requirements of any project(s) required to update and/or improve the procedures and specifications needed for the Transit Authority to be able to interact with Littlepay’s systems. This will include relevant Card Scheme specifications and Transit Authority operating instructions from the Acquirer where practicably possible; ii. Littlepay shall work with a relationship manager representing the Transit Authority to provide an SOW for any such new projects or integrations, outlining the type of advice and technical support to be provided to the Transit Authority during the project within a reasonable timeframe of identifying a new project or integration to be undertaken; iii. Custom Development Work will be charged by Littlepay as “one-off” charges in accordance with the Category B Hourly Rate Card in Exhibit B.1 of the MSA. When a device or third party component has completed Integration, it will be considered by the parties to be included as an Integrated Device and will not incur any further Charges. (b) All amounts invoiced by Littlepay under this section will become due 45 calendar days after the issuing of a valid invoice by Littlepay to the Transit Authority. Invoices for Transit processing services (under section A of Exhibit C ) shall be in US$ and shall not be issued until the end of the month in which such charges are incurred. (c) If Littlepay’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Transit Authority, its agents, subcontractors, consultants or employees then, without prejudice to any other right or remedy it may have, Littlepay shall be allowed an extension of time to perform its obligations equal to the delay caused by the Transit Authority. 3. TERMINATION 3.1 Without affecting any other right or remedy available to it, either party may terminate the User Agreement with immediate effect by giving written notice to the other party if: (a) the other party commits a material breach of any term of the User Agreement and such breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of ten Business Days after being notified in writing to do so; (b) the other party enters into or becomes the subject of any insolvency related procedure. 3.2 Without affecting any other right or remedy available to it, Littlepay may terminate this Agreement with immediate effect by giving written notice to the Transit Authority if the Transit Authority fails to pay any amount due under this Agreement on the due date for payment (45 days) as described in MSA Exhibit B (Payment and Budget Provisions) and remains in default not less than 10 Business Days after being notified in writing to make such payment. Page 223 of 555 12 3.3 Termination or expiration of this Agreement shall not aff ect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiration, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termina tion or expiration. Page 224 of 555 13 Exhibit C Pricing for mandatory & optional items ● All pricing is in US$. ● Pricing excludes acquirer fee. The acquirer fee will include the gateway fee. Card association and interchange fees will be passed through by the acquirer at cost. ● Fees for Transit Processing Services (A.1 and A.2 below) will be invoiced monthly. Implementation Services (if any) will be invoiced on signature, unless otherwise stated below. See section 3(b) of Exhibit B for more details. CAL-ITP Standard Pricing (under DGS MSA) Transit Authority Pricing (US$) A.1 Transit processing services Transit processor services fee as % of total revenue processed 2.8% 2.25% A.2 Transit processing services: free fare transactions Transit processor services fee as fixed fee ($ per transaction processed) $ 0.04 $0.02 B. Transit processor implementation services Implementation services (Mandatory) $ 5,000.00 $5,000 C. Value added implementation services Supporting EMV Level 3 certification (Mandatory) $20.000.00 Not required when using SC Soft or Kuba devices Custom Development Work (Optional) Category B Hourly Rate Card Not anticipated D. Transit processor interface and integration services Integration with PAD contractor (Mandatory) $20,000.00 Not required when using SC Soft or Kuba devices Integration with a payment processor (Mandatory) $100,000.00 Not required when using Cybersource & Elavon Integration with eligibility verification system (Mandatory) $20,000.00 Not required when using Cal-ITP portal E. Value added operations services Premium final charge management services (Optional) [fare calculation provided by littlepay] 1.50% Not applicable Premium customer support (Optional) 0.25% Not applicable Page 225 of 555 Page 226 of 555 Stand Alone Devices - ABT 3000 Unit $994.87 23 $22,882.01 Stand Alone Devices - ABT 3000 (spares)Unit $994.87 5 $4,974.35 Mounting Poles Unit $105.33 23 $2,422.59 Installation of PAD Unit $562.50 23 $12,937.50 Implementation Service Once-off $7,500.00 1 $7,500.00 Integration with Transit Processor Once-off $3,146.67 0 $0.00 EMV Level 3 Certification Once-off $9,440.00 0 $0.00 Custom development: Barcode reader ($195 per device)Hourly $137.50 39.71 $5,460 CAPEX Total $56,176.45 Operations costs - ongoing support Per device per month $39.50 23 60 $54,510.00 Extended Warranty Per device per month $7.38 28 48 $9,918.72 Implementation Service Once-off $5,000.00 1 $5,000.00 Project Life Total (5yrs) minus ongoing fees $125,605.17 Integration with 2D Bar Code Processor (to be charged once, cost shared between SLO Transit and SLO RTA) Once-off -$ Set-up fee (each agency)Once-off 3,000.00$ Kuba Annual Support for Token Annually 2,000.00$ 5 10,000.00$ Kuba Integration with Token Transit Totals:13,000.00$ Token Transit One-Time Fee Once-off -$ Token Transit Annual Fee - Year 1 Annually $600.00 18 12 10,800.00$ Token Transit Annual Fee - Year 2 Annually $650.00 18 12 11,700.00$ Token Transit Annual Fee - Year 3, 4, 5 Annually $700.00 18 36 37,800.00$ Token Transit Annual Fee (Includes service expansions after Year 2)Annually $700.00 5 36 10,500.00$ Token Transit Sales Fee Per device per month -$ Token Transit Estimated Fee Totals:70,800.00$ Total plus Token Transit/Kuba integration $209,405.17 Variable fees for Elavon transactions 0.03$ 1,175,838.30$ 35,275.15$ Variable fees for revenue processed 2.25%1,145,274.72$ 25,768.68$ Total plus estimated ongoing variable fees $270,449.00 Kuba Extra Fees Token Transit Fees SLO Transit Category A Kuba Category B LittlePay Ongoing fees variable, see Exhibit B of contracts (2.25% on transit processor services, $0.02 per free fare transaction) Rate Qty Months TotalDescriptionUnit of measure Page 227 of 555 Page 228 of 555 1 Token Transit, Inc. v. 20240403 US Agency Order Terms 2025-03-09 These Agency Order Terms 2025-03-09 are for the purchase by Agency of a subscription to the Services specified below. Provision of the Services is subject to the Master Platform Terms and any additional terms referenced below and incorporated herein (these Agency Order Terms together with the Master Platform Terms, may be referred to as the “Agreement”) between the customer specified below (“Agency”) and Token Transit, Inc. (“TT”). These Agency Order Terms are effective, upon signature of both Agency and TT (the “Agency Order Terms Effective Date”). These Agency Order Terms 2025-03-09 supplement (e.g., by adding Additional Services) any prior Agency Order Terms documents and such prior Agency Order Terms documents remain in full force and effect except as supplemented by these Agency Order Terms 2025-03-09, unless otherwise indicated below. Agency Name: City of San Luis Obispo Agency Physical Address: 990 Palm Street, San Luis Obispo, CA 93401 Agency Billing Address (if different than physical address): Primary Agency Contact: Name: Alex Fuchs Email: afuchs@slocity.org Phone: 805-783-7877 Invoice Contact: Name: Jesse Stanley Email: jstanley@slocity.org Phone: 805-781-7012 Services (descriptions in Section 1 of the Master Platform Terms): Agency’s Target Service Launch Date (as the parties may amend in writing, email to suffice): Sep 1, 2025 Territory: United States Core: included (required) Fees: Fees for services are below and as detailed in Exhibit A to this agreement. QR Scanning Integration with Kuba: $600/vehicle annual recurring fee with initial annual fee due within thirty (30) days of the Service Launch Date. Passes: Fees are calculated as follows: For each transaction for use on Agency’s transit system during the Term, TT will retain a Passes Fee of (i) 8% of the gross total proceeds of the transaction processed by the Services for each transaction that is greater than or equal to $2.00 and (ii) $.06 + 7% of the gross total proceeds of the transaction processed by the Services for each transaction that is less than $2.00. Technical Services (if applicable): All fees indicated do not include any taxes, if applicable, which are the sole responsibility of Agency. Master Platform Terms: https://agency.tokentransit.com/legal/agency-master-platform-terms-20240403.pdf The Master Platform Terms govern Agency’s use of TT’s platform services, and include reference to the terms of service between Agency and the third-party payment processor responsible for processing and settling payments to Agency. By entering into this Agreement, Agency is agreeing to those terms of service. The Master Platform Terms version referenced above supersedes and replaces any prior agreement (including any prior version of the Master Platform Terms) between Agency and TT, if any. Additional Terms (if applicable): Agency has a contract with Kuba to provide QR Code Readers. Agency has installed or will install QR Code Readers on all required vehicles. Agency will provide Kuba with the complete Token Transit QR Code Specification and Kuba will implement the specification. Kuba will be responsible for implementation and maintenance of the QR code scanning functionality including approving or denying the QR code according to the Token Transit specification and any validation data reporting. Section 5.1 (Confidential Information) of the Master Platform Terms is amended by adding the following sentence at the end of Section 5.1: “For the avoidance of doubt, 'Confidential Information' does not include this Agreement or any attachments, exhibits, or addenda.” Section 8.2 (Agency Indemnification) of the Master Platform Terms is amended by deleting provisions (b) through (e) and replacing them in their entirety with the following: “(b) any unauthorized use or disclosure of TT Rider Data by Agency; (c) Agency’s obligations pursuant to or claims arising out of the Payment Processor terms of service; or (d) breach of Agency’s obligation with respect to Additional Services.” Page 229 of 555 2 Token Transit, Inc. v. 20240403 US Section 9.1 (Disclaimer of Damages) of the Master Platform Terms is amended by adding the following at the end of the section: “The foregoing limitations on liability shall not apply to either Party’s willful misconduct, fraud, or gross negligence.” Section 10.1 (Term) part (a) of the Master Platform Terms is amended by replacing “twelve (12)” months with “five (5) years”. Section 11.1 (Notice of Modification) is amended by adding the following at the end of Section 11.1: “Upon receiving notice of modifications, Agency may elect to terminate the Agreement immediately for convenience if such modifications are materially adverse to Agency, notwithstanding Section 10.2 (Termination).” Section 12.1 (Applicable Law and Jurisdiction) is amended by replacing San Francisco with “San Luis Obispo County”. No terms included in any purchase order, acknowledgment or other non-TT ordering document shall apply to the Services. The pricing and Services presented in these Agency Order Terms are TT confidential information (to the maximum extent permitted under applicable law). All fees indicated above do not include any taxes, if applicable, which are the sole responsibility of Agency. [SIGNATURES ON NEXT PAGE] Page 230 of 555 3 Token Transit, Inc. v. 20240403 US By signing below, the parties through their duly authorized representatives agree to the terms as documented in these Agency Order Terms. Token Transit, Inc. (TT) City of San Luis Obispo (Agency) By: [sig|req|signer1|Signature|sigTT] Name: [text|req|signer1|FullName|nameTT] Zachary Browne Title: [text|req|signer1|Title|titleTT] Founder Date: [date|req|signer1|Date|dateTT] By: [sig|req|signer2|Signature|sigAgency] Name: Whitney McDonald[text|req|signer2|FullName|nameAgency] Title: [text|req|signer2|Title|titleAgency] City Manager Date: [date|req|signer2|Date|dateAgency] Page 231 of 555 Token Transit 2261 Market Street STE 5999 San Francisco, CA 94114 415-918-6770 Quote Submitted on 4/23/25 Token Transit Contact Project Name Quote for Zack Browne zachary@tokentransit.com 608-770-5514 Token Transit Fare Collection - Early Customer Pricing QR Scanning Integration with Kuba & Mobile Ticketing To: Project Term Length Start Date SLO Transit 5 Years September 1, 2025 Quote Valid Until Payment Term July 1, 2025 Upfront net 30 days for annual recurring costs Description Unit Price (USD) Qty Years Total price Mobile Ticketing Software Maintenance and Support (Annual recurring cost) $2,500 1 5 $12,500.00 Maintenance & Support of Token Transit app Included - -- Data & reporting (Token Transit Portal) Included - -- Unlimited fare modifications Included - -- Send-a-pass and Community Pass Program functionality Included - -- Fare capping Included - -- Mobile & Physical Ticketing Payment Processing & Customer Support 10% of transaction for transactions greater or equal to $2.00; $.06 + 7% for transactions less than $2.00 Early Customer Pricing*8% of transaction for transactions greater or equal to $2.00; $.06 + 7% for transactions less than $2.00 Fare payment processing of mobile and physical fares Included - -- Send-a-pass and Community Pass Program functionality Included - -- Rider Support: front line for rider support Included - -- Customer Success: ongoing support Included - -- * Special discounted pricing is offered for SLO Transit due to their legacy status as a Token Transit customer. QR Scanning Integration with Kuba Validators (Annual recurring cost) Year 1 $600.00 18 1 $10,800.00 Year 2 $650.00 18 1 $11,700.00 Year 3, Year 4, and Year 5 $700.00 18 3 $37,800.00 Validation Software: Software that supports scanning on Kuba fareboxes with secure, dynamic QR code Included - -- Customer Success: Project management of validation integration, onboarding, and other agency-focused support Included - -- Customer Support: front line rider support for integration Included - -- ** Kuba may charge additional fees for integrating with Token Transit. $72,800.00 early customer discount*-$12,500.00 Total Cost - 5 Years $60,300.00 Note: Summary of total costs include annual reocurring costs; no transaction fees. EXHIBIT A Page 232 of 555