METROPOLITAN TRANSPORTATION COMMISSION

10* i3- 100,7- 511 RideMatch Service Employer Agreement Administrative Access and/or Customized Web Site The 511 RideMatch Service(RMS), available at https://www.ridematch.511.org, is a self-serve Internet-based ridematching service owned by the Metropolitan Transportation Commission and operated by Parsons Brinckerhoff, Inc. ("PB"). The RMS gives end-Users the power to find their own ridematching/ridesharing partners and customize their searches for sharing a carpool or vanpool to work. The system includes optional service enhancements that enable employers to encourage the use of the 511 Ridematch Service to their employees. This is an agreement for providing these optional service enhancements for employer-related interactions with the 511 Ridematch Service. Employers may choose to sign this agreement for one or more services by checking the service(s) desired and signing in the corresponding sections. This Agreement for customizing the Rideshare Ridematch Service("Agreement") is made between the City of Pleasanton 11hereinafter"User")and the Metropolitan Transportation Commission (referred to as, "MTC")this 30 day of May, 2013. The Term of this Agreement shall commence on the foregoing date and remain in force until written notice is provided by either User or MTC. 0 Customized Web Site Option: The 511 RideMatch Service can be customized, free-of-charge, to match the look and feel of a company's website. This allows employees to access the RideMatch Service with the added confidence of knowing that their employer supports ridesharing. Registrants/employees have the option to limit their match results to company-only employees, or to expand their search to all regional matches. City of Pleasanton agrees to allow PB to create a customized webpage to link from its own website to promote their employees' use of the RMS system and hereby agrees to the terms and next steps outlined in this section, below: Parsons Brinckerhoff staff will schedule an initial meeting with the User and its applicable User IT employee/manager. Preliminary discussions about the customizations functionality, graphic needs, colors and logos will be discussed for implementation during the Design Scope phase. • User, in order to promote the RMS on its own webpage, shall display 511's logo and colors as agreed upon by Parsons Brinckerhoff in the mock-up of the webpage, prior to the go-live phase. • User agrees to provide color request(s), logos, and graphic needs. • User and Parsons Brinckerhoff will discuss development of a mock up of the customized webpage with an estimated completion time of the mock up. • After development of the mock up, the parties hereto will review and make any agreed upon changes, and reaffirm approval by User to proceed. • After agreed upon changes to the mock up are made, a final (go-live)version of the webpage will be prepared and a URL will be given to User. The URL link will toggle pre-determined graphics, text, and buttons within RMS to User-supplied images, and colors. • The parties agree and acknowledge that for the customized webpage developed for User, MTC and the 511 logo, name, including but not limited to"511 Rideshare", and any programs, specifications, applications, routines, subroutines, techniques, ideas and formulae associated with customization of the webpage (collectively referred to as"Data")are and shall at all times remain the property of the Metropolitan Transportation Commission including any Data which refers and/or relates to the business process and Data. Data is and shall at all times remain the sole and exclusive property of the Metropolitan Transportation Commission. The Metropolitan Transportation Commission hereby grants User a nonexclusive, nontransferable, non-sublicensable, revocable, right and license to use the customized webpage, and the 511 Rideshare name and logo only for the limited purposes set forth in this section and only for the term of this Agreement. This Agreement does not grant User any right or license to incorporate or make use of any Metropolitan Transportation Commission intellectual property(including without limitation, trade secrets, patents, copyrights, trademarks and industrial designs) in any product or service. Except as expressly set forth herein, no other rights or licenses are granted, or to be implied, under any Metropolitan Transportation Commission intellectual