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CONTRACT 6164 Vender Agreement
Agreement No. 6164 CONFIDENTIAL 6F% LYFT, INC GENERAL SERVICES AGREEMENT This General Services Agreement, together with any Partnership Program Form(s) in effect from time to time during the Term (each, a "Partnershill Program Farm"} (collectively, this "Agrees") dated as of September 21, 2021 sets forth the terms of Agency's use of the Services (as defined in Section I below) and is entered into as of the date on which this Agreement is fully executed as indicated in the signature blocks below (",Effective Date"} between Lyft, Inc., a Delaware corporation located at 185 Berry St., Suite 5000, San Francisco, CA 94107 ("L f and the City of El Segundo, a municipal corporation and general law city, located at 350 Main Street, El Segundo, CA 90245("Agenc "), This Agreement consists of the following Terms and Conditions, any Partnership Program Form(s) (the form of which is attached hereto as Exhibit A), and any other attachments, exhibits, or appendices hereto, Both Lyft and Agency may be referred to as "'Partf and/or "Parties." WHEREAS, Lyft operates a multimodal, transportation -as -a -service ridesharing platform ("hy-ft.Plat form') and mobile application (the "Lyft App") which allows authorized users ("Riders") the opportunity to request a ride from one location to another (each, a "hide -,Reques "). Independent contractors as authorized users on the Lyft Platform (each, a "Driver"), using their personal owned or leased vehicles may accept Ride Requests from Riders in order to provide such Riders with transportation services. In some instances, a Driver may be an employee, contractor, representative, agent, or subcontractor of a company providing wheelchair accessible vehicle transportation services ("WAV Driver'), and such WAV Driver may provide Riders with transportation services using a vehicle owned or leased by such company. For avoidance of doubt, Drivers (including WAV Drivers) are not employees, agents or representatives of Lyft. Once the Rider enters the Driver's personal vehicle, a ride has commenced and lasts until the Rider exits the Driver's personal vehicle (each, a "Ride"). For avoidance of doubt, Lyft does not provide Rides; rather, Lyft enables the matching of Drivers and Riders through the Lyft Platform. The Rides that a Rider or Agency Administrator may request occur through the Lyft Platform or the Lyft App. NOW, THEREFORE, in consideration of the terms contained herein and the mutual benefits to be derived therefrom, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows: 1. The Services. a. Lyft Services. Lyft provides Agency certain enterprise transportation related solutions, products, and services (as further defined below, "Services') to administer, track and manage its transportation spend for its Riders. Agency desires to utilize the Services, and Lyft and Agency agree to launch the Services in accordance with the terms of this Agreement and as specified in Exhibit A. "Service' means the services, products, and programs offered and provided by Lyft to Agency under this Agreement, which may include but are not limited to, Lyft Pass, Lyft Concierge, the Lyft Dashboard, Lyft Ride Programs, or any separately requested software or online access provided to Agency, training, support, programs, products, features, functions and report formats, and subsequent updates or upgrades of any of the foregoing made generally available by Lyft. b. Provision of the Servi e Ls. Lyft will make the Services available to Agency in accordance with the r, Agreement. Subject to the terms and conditions of this Agreement, Lyft grants Agency a non-exclusive, non- transferrable, revocable, limited license to use the Lyft Platform and Services during the Term and in strict compliance Lyfl TBS General Services Agreement Last Updated August 2021 DocuSign Envelope ID: 30429F97-6335-474C-9DEo-BEC85C23210E Agreement No. 6164 CONFIDENTIAL with this Agreement and applicable law. Lyft reserves all rights not expressly granted to Agency undcr this Agreement. Riders may use the Lyft Platform to request and take Rides as set forth in the Lyft Terms of Service (https://www.lyft.com/terms) and Privacy Policy (https://www.lyft.com/privacy). In the event of any conflict between this Agreement and the Lyft Terms of Service and Privacy Policy as it relates to Agency, this Agreement shall control. Agency acknowledges and agrees that all Agency Riders must be at least eighteen (1 &) years old or older to receive any of the Services pursuant to this Agreement. Agency further acknowledges and agrees that if it intends to use the Set -vices for Riders to receive healthcare services, which may include COVID vaccination, mental health, or general medical care, Lyft's Business Associate Agreement as set forth in the Order Form shall apply. C. AQencv Account. To access the Services, Agency must have an Agency account ("Agency Account") and provide true, accurate, current, and complete information as requested during the account creation process. Agency must also keep that information true, accurate, current, and complete throughout the Term. Agency is solely responsible for all use (whether or not authorized) of the Services under the Agency Account, and for all acts and omissions of anyone that has access to such Agency Account, as well as for all Charges generated under such Agency Account. Agency agrees to take all reasonable precautions to prevent unauthorized access to or use of the Services and will notify Lyft promptly upon the discovery of any known or suspected unauthorized or fraudulent activity occurring under the Agency Account. Lyft will not be liable for any loss or damage arising from unauthorized or fraudulent use of the Agency Account, except to the extent caused by Lyft's gross negligence or willful misconduct. d. Restrictions. Agency shall not, and shall not authorize others to (i) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Lyft Platform and Services; (ii) use the Lyft Platform, Services, and any data received from the Services in violation of applicable law, third party rights, and this Agreement; (iii) sublicense, repackage, lease, rent, sell, give or otherwise transfer or provide the Lyft Platform and Services to any unaffiliated third party except as may be provided in this Agreement; (iv) substantially replicate or modify the Lyft Platform, Services or their elements, except as expressly permitted hereunder; (iv) use incorrect or outdated Agency Rider information in connection with this Agreement; (v) interfere with, modify or disable any features or functionality of the Lyft Platform and Services; (vi) transmit files, documents, or any other material that contains viruses, Trojan horses, spyware, worms or any other malicious, harmful, or deleterious programs; and/or (vii) use the Services or Lyft Platform in connection with unsolicited, unwanted, or harassing communications (commercial or otherwise), including, but not limited to, phone calls, SMS messages, chat, voice mail, or video. 2. Charges and Payment a. Payment Ob[iaations. Subject to the products and/or services and payment terms selected on an applicable Order Form, Agency or Agency Rider will be liable for all fees incurred through its use of the Lyft Platform, including Ride fares, service fees, tolls, surcharges, Prime Time fees, Taxes, and any fees set forth in the Order Form (collectively "Charms"). b. Cancellations. No -Show Fees and Other Fees. For all Concierge Ride Requests paid or payable by Agency, Agency shall also be responsible for any cancellation, no-show fees by Agency Riders, and any damage fees or other fees incurred by Agency Riders on such Ride. Unless otherwise specified in this Agreement, for Rides using Lyft Pass, Agency Rider shall incur any damage fees or other fees incurred on such Ride. C. Invoicing. Subject to the products and/or services and payment terms selected on an applicable Order Form, Lyft may invoice Agency for all applicable Charges on a monthly basis, All invoices shall be paid, without offset or deductions, within thirty (30) days of the date of invoice. Subject to Disputes of Charges below, if Agency is overdue on any payment and fails to cure such non-payment within ten (10) business days of written notice of tite non-payment, then Lyft may (i) assess and Agency will pay a late fee of the lesser of 1,5% per month or the maximum amount allowable by law, and/or (ii) suspend the Services associated with Agency's account until such non- payment is corrected. d. Taxes. Agency shall be responsible for the payment of any applicable sales or use taxes or any value added or similar taxes payable, arising out of or in connection with this Agreement (collectively, "Taxes"), other than taxes based upon Lyft's income. In the event that Lyft pays any such Taxes on behalf of Agency, Lyft shall invoice Agency for such taxes and Agency agrees to pay such taxes in accordance with this Agreement. Lyft TBS General Services Agreement Last Updated August 2021 DocuSign Envelope ID: 30429F97-6335-474C-9DEo-BEC85C23210E Agreement No. 6164 CONFIDENTIAL e. Disputes of Charges. Within thirty (30) days of the date of the applicable charge or invoice, Agency must notify Lyft in writing if it disputes any portion of any Charges paid or payable by Agency under this Agreement and provide documentation that supports its position. Lyft will work with Agency to resolve the applicable dispute promptly. Lyft reserves the right to suspend Agency's Lyft Account in the event Agency unreasonably disputes the Charges until such dispute is resolved. If Agency does not provide Lyft with the written notice of its dispute of Charges and supporting documentation within the thirty (30) day notice period described above, Agency expressly waives its right to dispute such paid or payable Charges. f Suspension. If Agency fails to pay any undisputed amounts due under this Section, Lyft may suspend or limit Agency's access to the Lyft Platform for such Agency Account until such non-payment is corrected with fifteen (15) business days prior notice to Agency. Lyft will have no liability for any damage, losses (including any loss of data or profits) or any other consequences that Agency may incur in connection with any suspension of the Lyft Platform and Services pursuant to this Section. 3. Proprietary Rights. a. Ownership. Lyft and its affiliates are and shall remain the owners of all right, title and interest in and to the Lyft Platform and Services, including updates, enhancements and new versions thereof, all data related to the use of the Lyft Platform and Services, and all related documentation and materials provided or available to Agency or any Agency Rider in connection with this Agreement. b. Feedback. Agency acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information about Lyft, the Lyft Platform or Services ("Feedback") provided by Agency or any Agency Rider to Lyft are optional, anonyinized, aggregated, non -confidential and shall become the sole property of Lyft. Lyft shall have exclusive rights to Feedback, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without notice, acknowledgment or compensation to Agency or any Agency hider. C. License. Lyft hereby grants Agency a non-exclusive, non-transferrable, revocable, limited license to use the Lyft Platform and Services for the Term and in strict compliance with this Agreement and applicable law. Lyft reserves all rights not expressly granted to Agency under this Agreement. d. License to Use Lyft Marks. Lyft hereby grants to Agency a revocable, time -limited, royalty -free, non-exclusive, non -transferable, non-sublicensable right and license to use all names, marks and logos associated with Lyft (collectively, "Lyft Marks") during the Term, solely in furtherance of Agency's obligations in this Agreement. Agency's use of any of the Lyft Marks shall be subject to Lyft's prior written approval in each instance. Agency hereby covenants and agrees that the Lyft Marks shall remain the sole and exclusive property of Lyft and that Agency shall not hold itself out as having any ownership rights with respect thereto. Any and all goodwill associated with the Lyft Marks shall inure directly to the benefit of Lyft. Agency's use of Lyft Marks must conform to Lyft's usage guidelines and instructions as Lyft may provide or update from time to time (and in no event shall the color, style, appearance, or relative dimensions of the Lyft Marks be altered or changed in any way), e. License to Use „Agency Marks. Agency hereby grants to Lyft a revocable, time -limited, royalty -free, non-exclusive, non -transferable, non-sublicensable right and license to use all names, marks and logos associated with Agency (collectively, "Agency Marks") during the Term, solely in furtherance of Lyft's obligations in this Agreement. Lyft's use of any of the Agency Marks shall be subject to Agency's prior written approval in each instance; provided, however, that Lyft may use the Agency's marks and logos in presentations and materials about the program, including procurement responses and presentations, without Agency's prior written approval. Lyft hereby covenants and agrees that the Agency Marks shall remain the sole and exclusive property of Agency and that Lyft shall not hold itself out as having any ownership rights with respect thereto. Any and all goodwill associated with the Agency Marks shall inure directly to the benefit of Agency. Lyft's use of Agency Marks must conform to Agency's usage guidelines and instructions as Agency may provide or update from time to time (and in no event shall the color, style, appearance, or relative dimensions of the Agency Marks be altered or changed in any way). Lyft TBS General Services Agreement Last Updated August 2021 DocuSign Envelope ID: 30429F97-6335-474C-9DE0-13EC85C23210E Agreement No. 6164 CONFIDENTIAL f Data. All information related to Agency, Riders, and their use of the Lyft Platform or Services as received, collected, compiled, aggregated or produced by Lyft in connection with this Agreement, including but not limited to, the information contained within the Lyft Dashboard and the Agency Account, shall be governed by the terms of Lyft's Privacy Policy (hugs:-wti\w.h i.comiE3riviscy), and Lyft shall have the right to use such data as set forth in Lyft's Privacy Policy. For the avoidance of doubt, Lyft may disclose such information to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by law, without notice to Agency or Riders. Lyft determines the extent to which such data will be provided to Agency through the Dashboard and Agency Account, as described in Data Reporting Addendum. Lyft reserves the right to add, remove, and update features and functionality related to such data at any time and Lyft will not be responsible for any loss of data or any other damages associated with such changes. 4. Confidentiality. a. Definition. "Confidential Information" is any information, technical data, or know-how furnished by a Party (the "Disclosing Part ") to the other Party (the "Receiving Portz'), whether written, electronic, oral or other form that: (i) is marked, accompanied or supported by documents clearly designating the information as "confidential" or "proprietary;" (ii) is identified by the Disclosing Party as confidential before, during or promptly after the presentation or communication; or (iii) should reasonably be known by Receiving Party to be confidential. b. Exceptions. This Agreement imposes no obligation upon a Receiving Party with respect to information designated as confidential (i) which was previously known to Receiving Party without an obligation of confidentiality; (ii) which was acquired by Receiving Party from a third party which was not, to the Receiving Party's knowledge, under an obligation to not disclose such information; (iii) which is or becomes publicly available through no fault of Receiving Party; (iv) which Disclosing Party gave written permission to Receiving Party for disclosure, but only with respect to such permitted disclosure; or (v) independently developed without use of the other parry's Confidential Information. C. Protection of Confidential Information. Except as otherwise required by applicable law, each Receiving Party agrees that (i) it will use the Confidential Information of the Disclosing Party solely for the purpose ofthis Agreement and (ii) it will not disclose the Confidential Information of the Disclosing Party to any third party other than the Receiving Party's employees or agents on a need -to -know basis who are bound by obligations of nondisclosure and Iimited use at least as strict as those contained herein. The Receiving Party will protect the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information and materials of like kind, but in no event less than a reasonable standard of care. The Receiving Party is responsible for any breach of the confidentiality provisions of this Agreement by its employees or agents. d. Compelled Disclosure. In the event the Receiving Party receives a subpoena, a request pursuant to the Freedom of Information Act (FOIA) or other applicable state public records laws, or other validly issued administrative or judicial process demanding the disclosure of Confidential Information or is otherwise required by law to disclose Confidential Information, the Receiving Party shall give the Disclosing Party prompt written notice of such request prior to disclosure, shall allow the Disclosing Party to provide a redacted copy of the record and assert any defenses to disclosure of Confidential Information that may be available, and shall make diligent efforts to limit disclosure pursuant to any available bases under applicable law. If the Receiving Party determines that it must disclose Confidential Information, then the Receiving Party will provide Disclosing Party a minimum of ten (10) business days prior to the proposed disclosure to take appropriate action to prevent disclosure. If Receiving Party is required to release Disclosing Party's Confidential Information, it nevertheless shall use any available authorities to redact personal or business confidential information from such records to the extent consistent with applicable law or the final judgment. Upon request by the Disclosing Party, the Receiving Party will return all copies of any Confidential Information to the Disclosing Party, if permitted by law or if returning such copies is not commercially infeasible for Receiving Party. Confidential Information disclosed by the Disclosing Party to the Receiving Party will at all tithes remain the property of the Disclosing Party. No license under any trade secrets, copyrights, or other rights is granted under this Agreement or by any disclosure of Confidential Information under this Agreement. The inadvertent production of any "Confidential Information" by any Party shall not constitute a waiver of any rights. In the event that any Confidential Information is inadvertently disclosed, the Disclosing Party shall give written notice of such inadvertent production within a reasonable time frame upon the discovery of the inadvertent production. Upon receipt 4 Lyft TBS General Services Agreement Last Updated August 2021 DocuSign Envelope ID: 30429F97-6335-474C-9DE0-BEC85C2329CE Agreement No. 6164 CONFIDENTIAL of such notice, the Receiving Party shall promptly destroy the inadvertently disclosed Confidential Information and all copies thereof, or, at the expense of the Disclosing Party, return such together with all copies. Should the Receiving Party choose to destroy such inadvertently produced Confidential Information, the Receiving Party shall notify the Disclosing Party in writing of such destruction within ten (10) days of receipt of written notice of the inadvertent production. In the event that this provision conflicts with any applicable law regarding waiver of confidentiality through the inadvertent disclosure of Confidential Information, such law shall govern. 5. Notice and Consents a. Notices. As applicable, Agency is obligated to notify Agency Riders that Agency will receive information related to certain Rides, including but not limited to, for example, name of Rider, time of ride, and ride cost. Agency agrees that all Riders completing an application to receive Lyft Concierge Services consent to the following language: "By accepting Lyft Concierge Ride services, you consent to Lyft's Rider Terms of Service, which is available at https://www.lyft.com/terms." b_ Automated Text Messaging or Calls. Agency acknowledges and agrees that if Agency uses Concierge or Lyft Pass and provides Lyft with the phone numbers of Riders or other individuals via the Services, Agency will obtain any and all permissions, and consents necessary under the Telephone Consumer Protection Act ("TCPA") and any other applicable federal, state and local laws, rules or regulations for Agency and/or Lyft to use an automatic telephone dialing system to call, text or otherwise contact the recipient associated with the phone number provided by Agency (whether a Rider or otherwise) including via SMS message or voice call, in relation to a Ride taken by a Rider, and/or Agency's use of the Services. Agency acknowledges and agrees that by providing an individual's phone number via the Services for any purpose, such individual (whether a Rider or otherwise) shall receive automated communications, including but not limited to SMS messages or phone calls relating to a Ride, and/or Agency's other uses of the Services. Agency further acknowledges and agrees it will not send personally identifiable information or other sensitive information in relation to the content of SMS messages and calls made by Agency through the Services. C. Emails. Agency acknowledges and agrees that if Agency uses Lyft Pass or Business Profiles and provides Lyft with the email addresses of Riders or other individuals, Agency must obtain all rights and permissions necessary under the Controlling the Assault of Non -Solicited Pornography And Marketing Act (CAN- SPAM Act) and any other applicable federal, state, and local laws, rules or regulations for Lyft to email such persons. d. Data EJsase. Agency consents on behalf of itself and each Rider to allow Lyft to use any Rider information provided by Agency to (i) transmit a request via the Lyft Platform to available Drivers; (ii) send automated transactional communications, including but not limited to SMS texts or phone calls, to the Rider relating to the Ride or the provision ofthe Services; (iii) share the Rider information with the Driver who accepted the Request, provided that the Driver will only receive the first name of the Rider and pick up and drop off location; and (iv) use and store the Rider information for the internal purposes of Lyft, subject to Lyft's Privacy Policy (https://www.lyft.coin/privacy). Agency also consents on behalf of itself and each Rider to allow Lyft to share any Agency or Rider information with its authorized vendors, service providers, and subcontractors for purposes of performing its obligations hereunder. 6. No Publicity. Except as may be expressly set forth on the Partnership Program Form, neither Party may issue a press release, post information online (including web sites, social media channels or blogs) or otherwise refer to the other Party in any manner with respect to this Agreement, the Partnership Program or otherwise, without the prior written consent of such other Party. 7. Representations and Warranties a. Mutual Representations and Warranties. Each Party hereby represents and warrants that: (i) it has full power and authority to enter into this Agreement and perform its obligations hereunder; (ii) it is duly organized, validly existing and in good standing under the laws of the jurisdiction of its origin; (iii) it has not entered into, and during the Term will not enter into, any agreement that would prevent it from complying with this Agreement; and (iv) it has (or has obtained from all appropriate rights holders) all necessary rights and authority to grant the use or its Marks license granted by it hereunder, Lyft TBS General Services Agreement Last Updated August 2021 DocuSign Envelope ID: 30429F97-6335-474C-9DEO-BECSSC232ICE Agreement No. 6164 CONFIDENTIAL b. Aeency Representations and Warranties. Agency represents and warrants that (i) it will not use the Lyft Platform or the Services in any manner that violates industry standards, and applicable regulations, policies, or guidance, published by the FTA (Federal Transit Administration) at https://www.transit.dot.gov/shared- mobility or https://www.transit.dot.gov/-, (ii) it has obtained all rights, permissions, and consents necessary under the TCPA and any other applicable federal, state and local laws, rules or regulations for Agency and/or Lyft to use an automatic telephone dialing system to call, text or otherwise contact the Rider associated with the phone number provided by Agency (whether a Rider or otherwise) including via SMS message or voice call; in relation to a Ride taken by a Rider, and/or Agency's use of the Services; (iii) it has obtained all rights and permissions necessary under the Controlling the Assault of Non -Solicited Pornography And Marketing Act ("CAN-SPAM Act") and any other applicable federal, state, and local laws, rules or regulations for Lyft to email Program Riders; and (iv) prior to any Rides taken under this Agreement, Agency will notify its Riders that such Riders' personal information may be subject to Agency's compliance with applicable public disclosure laws and subsequently be made public following requests for such information. For clarity, Lyft redacts Riders' personal information in connection with applicable public disclosure laws. S. EXCEPT AS EXPRESSLY SET FORTH ABOVE AND TO THE FULLEST EXTENT PERMITTED BY LAW, LYFT SPECIFICALLY DISCLAIMS ALL WARRANTIES WITH RESPECT TO THE LYFT PLATFORM AND SERVICES, WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, ALL IMPLIED WARRANTIES OF TITLE, NON -INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ALL WARRANTIES RELATED TO THIRD -PARTY EQUIPMENT, MATERIALS, SERVICES OR SOFTWARE. LYFT PROVIDES THE LYFT PLATFORM AND SERVICES "AS IS." LYFT DOES NOT WARRANT THAT THE LYFT PLATFORM AND SERVICES WILL MEET AGENCY REQUIREMENTS OR THAT THE OPERATION OF THE LYFT PLATFORM AND SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. LYFT DOES NOT GUARANTEE THE AVAILABILITY OF DRIVERS OR WARRANT THAT ANY PARTICULAR RIDE REQUEST WILL BE ACCEPTED OR FULFILLED. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW. LYFT IS NOT PERFORMING TRANSPORTATION SERVICES FOR THE GENERAL PUBLIC UNDER THIS AGREEMENT, AND THEREFORE THIS AGREEMENT IS NOT SUBJECT TO 49 C.F.R. §37.23. 9. Indemnification. a. Indemnification by Agency. If permissible under applicable state law, Agency agrees to defend, indemnify and hold harmless Lyft and its directors, officers, employees, subcontractors and agents from and against third party all claims, suits, causes of action, damages, costs (including reasonable and documented attorneys' fees), judgments and other expenses arising out of or related to (i) Agency's breach of or activities under this Agreement; (ii) Agency's violation of the representations and warranties in Section 7(b); and (iii) any allegation that Lyft's use of Agency's Marks or intellectual property as permitted herein infringes or misappropriates the intellectual property rights of a third party, including without limitation patent, copyright, trademark or other proprietary or intellectual property rights of such third party. In the event Agency is precluded, by law or regulation, from indemnifying Lyft for any third party claims resulting from Agency's actions in this Section 9(a)(ii), Lyft may suspend the Services in accordance with Section 14(b) below. In the event Lyft is subject to third -party claims resulting from Agency's violation of privacy laws, including the notices and consents requirements in Section S of this Agreement, Lyft may immediately suspend the Services and terminate this Agreement. b. Indemnification by Lyft. i. Infringement Indemnity. Lyft will indemnify, hold harmless, and defend Agency and its directors, officers, employees, agents, stockholders, and Affiliates (collectively, the "Agency Indemnified Parties") from and against all third party demands, actions, suits, discovery demands, including, without limitation, third party subpoenas, government investigations or enforcement actions, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney's fees and costs) related thereto, from Lyft Tt3S General Services Agreement Cast Updated August 2021 DocuSign Envelope ID: 30429F97-6335-474C-9DEQ-BEC85C23210E Agreement No. 6164 CONFIDENTIAL a third party (collectively, "Claims ") alleging that the use of the Services as permitted hereunder infringes or misappropriates a third party copyright, trade secret, trademark or patent. C. infringement Options. If the use of the Services by Agency has become, or in Lyft's opinion is likely to become, the subject of any claim of infringement, Lyft may at its option and expense: (a) procure for Agency the right to continue using the Lyft Platform and/or Services as set forth herein; (b) modify the Lyft Platform and/or Services to make it non -infringing, or (c) if the foregoing options are not reasonably practicable, terminate this Agreement and refund Agency any unused prepaid Charges. This Section I I(b) (Indemnification by Lyft) states Agency's exclusive remedy, for any claim by a third party alleging that the use of the Lyft Platform and/or Services as permitted hereunder infringes or misappropriates a third party copyright, trade secret, trademark or patent. d. Indemnification Procedure. A Party's obligation to indemnify the other under this Section is subject to the indemnified party notifying the indemnifying party promptly in writing of any claim as to which indemnification will be sought and providing the indemnifying party reasonable cooperation in the defense and settlement thereof. In each case the indemnifying party will have the exclusive right to defend any such claim, and the indemnifying party may not settle or compromise such claim without the prior written consent of the indemnified party. An indemnified party may, at its sole cost and expense, participate in the defense of a claim with counsel of its own choosing. 10. LIMITS OF LIABILITY. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR EITHER PARTY'S BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CLAIM FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, FOR LOSS OF GOODWILL, FOR LOSS OF BUSINESS PROFITS, OR DAMAGES FOR LOSS OF BUSINESS, OR LOSS OR INACCURACY OF DATA OF ANY KIND, OR OTHER INDIRECT ECONOMIC DAMAGES, WHETHER BASED ON CONTRACT, NEGLIGENCE, TORT (INCLUDING STRICT" LIABILITY) OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY HAS BEEN ADVISED OR HAD REASON TO KNOW OF THE POSSIBILITY OF SUCH DAMAGES IN ADVANCE, THE AGGREGATE AMOUNT OF ANY AND ALL LIABILITY OF ONE PARTY TO THE OTHER FOR ANY CLAIM(S) ARISING FROM OR RELATING TO THE AGREEMENT, SHALL BE LIMITED TO DIRECT PROVABLE DAMAGES AND SHALT, NOT EXCEED, IN ANY EVENT, ONE HUNDRED THOUSAND DOLLARS ($100,000). THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO OUTSTANDING AMOUNTS OWED BY AGENCY FOR FEES INCURRED BY RIDERS, NOR SHALL IT LIMIT THE SCOPE OF LYFT'S COMMERCIAL AUTOMOBILE LIABILITY POLICY. 11. Insurance. During the term ofthis Agreement, Lyft shall maintain in force during the term, at Lyft's own expense, at least the following insurance coverages. a. Workers' Compensation Insurance in accordance with state statutory laws, including Employers' Liability with minimum limits of $1,000,000 for each accident. b. Commercial General Liability Insurance with limits of $1,000,000 per occurrence, $2,000,000 in the aggregate for bodily injury and property damage. The policy shall include coverage for liabilities arising out of premises, operations, independent contractors, product and completed operations, personal and advertising injury and contractual liability. C. Commercial Automobile Liability Insurance with limits of $1,000,000 for each accident for third party bodily injury and property damage, including Uninsured/Underinsured motorist coverage with limits in accordance with local regulations. This policy shall not apply to rides originating in New York City where Drivers are professionally licensed and carry insurance in amounts mandated by the Taxi and Limousine Commission ("TLC"). d. All policies maintained shall be written as primary policies, not contributing with and not supplemental to coverage Agency may carry and will contain a waiver of subrogation against Agency and its insurance carrier(s) with respect to all obligations assumed by Lyft under this Agreement. The fact that Lyft has obtained the insurance required hereunder shall in no manner lessen or otherwise affect Lyft's other obligations or liabilities set forth in this Agreement. Lyft TBS General Services Agreement Last Updated August 2021 DocuSign Envelope ID: 30429F97-6335-474C-9DE©-BEC85C23210E Agreement No. 6164 CONFIDENTIAL, 12. Term, Termination and Suspension. a. Term. This Agreement shall commence on the Effective Date and shall remain in effect until terminated as set forth herein (the "Term"). Notwithstandingthe foregoing, ifthere are any Program Participation Forms in effect, then this Agreement will not terminate until all such Program Participation Forms have expired or been terminated in accordance with the terns therein. b. Termination. This Agreement may be terminated by either Party, by written notice to the other Party, in the event of a material breach by the other Party of any material term or condition of the Agreement that remains uncured for thirty (30) days after receipt of written notice thereof from the non -breaching Party. if Lyft terminates the Agreement because of Agency's material breach, then Lyft may also suspend and/or terminate Agency's Lyft account. C. Suspension. Lyft may also suspend the Agency Account immediately if (i) Agency violates (or gives Lyft reason to believe Agency has violated) the Agreement; (ii) there is reason to believe the Agency's use of the Lyft Platform or Services is fraudulent or negatively impacting the operating capability of the Lyft Platform; (iii) Lyft determines, in its sole discretion, that providing the Lyft Platform and Services is prohibited by applicable Law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Lyft Platform and Services; (iv) Agency disputes any Fees which remain unresolved in excess of sixty (60) days after providing Lyft of such dispute, unless such delay is due to Lyft's ongoing investigation; or (v) there is a pending resolution of a legal dispute between the parties. Lyft will have no liability for any damages, liabilities, losses (including any loss of data or profits) or any other consequences that Agency may incur in connection with any suspension pursuant to this Section. d. Survival. Upon termination or expiration of this Agreement, any Section intended to survive, including but not limited to Agency's payment obligations, the terms of this Section and the terms of the following Sections, will survive: Section 1 (Services), Section 3 (Confidentiality), Section 4 (Proprietary Rights), Section 5 (Notices and Consents), Section 9 (indemnification), Section I0 (Limitation of Liability), and Section 13 (General). 13. General. a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California or the state in which the Agency resides without regard to its conflict of laws provisions. b. Notice. Any and all notices permitted or required to be given hereunder shall be sent to the address first set forth above, or such other address as may be provided, and deemed duly given: (a) upon actual delivery, if delivery is by hand; or (b) by electronic mail. Additionally, for program specific issues the parties may agree for the provision of certain notices by email to the recipients indicated below. In the event a Party gives notice by electronic mail, such notice must be followed with a written copy of the notice to the receiving party's legal department. Contacts. For Ly , Department: Transit Partnerships Team Email: transit@lyft.com For Agency: Department/Name: Community Services Email: rdeleado(a�elsegundo.org C. Waiver. Modification. The failure of either Party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either Party to exercise any option herein, shall not be construed as a Lyft TBS General Services Agreement Last Updated August 2021 DocuSign Envelope Ip; 30429F97-6335-474C-9DEO-BEC85C23210E Agreement No. 6164 CONFIDENTIAL waiver of such provision or option and shall in no way affect that Party's right to enforce such provisions or exercise such option. Any modification or amendment to this Agreement shall be effective only if in writing and signed by both parties. d. Severability. In the event any provision of this Agreement is determined to be invalid or unenforceable by a court of competent jurisdiction, the remainder of this Agreement (and each of the remaining terms and conditions contained herein) shall remain in full force and effect. e. Force Maieure. Any delay in or failure by either Party in performance of this Agreement shall be excused if and to the extent such delay or failure is caused by occurrences beyond the control of the affected Party including, but not limited to, decrees or restraints of Government, acts of God, strikes, pandemic, work stoppage or other labor disturbances, war or sabotage (each being a "Force Maieure Event"). The affected Party will promptly notify the other Party upon becoming aware that any Force Majeure Event has occurred or is likely to occur and will use its best efforts to minimize any resulting delay in or interference with the performance of its obligations under this Agreement_ f. No Assignment. This Agreement may not be assigned, in whole or in part, by a Party without the prior written consent of the other Party, provided that each Party may assign this agreement to (a) an affiliate of such Party; or (b) in connection with the sale of all or substantially all of such Party's equity, business or assets. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of each Party hereto and its respective successors and assigns. g. Arbitration. Any dispute, claim, or controversy arising out of or in connection with this Agreement orthe breach, termination, enforcement, interpretation, or validity thereof (other than forclaims or disputes related to the intellectual property of a party), shall be determined through binding arbitration under JAMS' Comprehensive Arbitration Rules and Procedures. The parties shall share equally the fees and expenses of the JAMS arbitrator. The arbitration shall be conducted by a three arbitrator panel chosen by the mutual agreement of the parties or, failing that, by JAMS under its then prevailing rules. Judgment on the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The arbitrators shall have the authority to grant specific performance or any other equitable or legal remedy, including provisional remedies. Each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure. The parties will jointly bear the expense of any arbitrators. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Agreement. If the parties fail to agree upon a location, then such arbitration proceedings shall take place in San Francisco, California. In the event Agency is precluded by law from entering into binding arbitration or dispute resolution, Agency acknowledges and agrees that any dispute, claim or controversy arising out of or in connection with this Agreement will be limited to a judge trial. h. Relationship of Parties. The parties shall be independent contractors in their performance under this Agreement, and nothing contained in this Agreement shall be deemed to constitute either Party as the employer, employee, agent or representative of the other Party, or both parties as joint venturers or partners for any purpose. i. Entire Agreement: Amendment, This Agreement and the exhibits attached hereto contain the full and complete understanding and agreement between the parties relating to the subject matter hereof and supersede all prior and contemporary understandings and agreements, whether oral or written, relating such subject matter hereof. This Agreement may be executed in one or more counterparts and by exchange of signed counterparts transmitted by facsimile, each of which shall be deemed an original and all of which, when taken together, shall constitute one and the same original instrument. The Agreement may only be amended or modified through a writing signed by both Parties. [This space is intentionally left blank, signattere page follows] Lyti TBS General Services Agreement Last Updated August 2021 DocuSign Envelope ID: 30429F97-6335-474C-9DEO-BEC85C23210E Agreement No. 6164 CONFIDENTIAL IN WITNESS WHEREOF, the parties have executed this Agreement through their respective duly authorized representatives as of the Effective Date. AGENCY Docu fined by: Signed $ : � aro. u6ss Name:Barbara Voss Title: Deputy City Manager LYFT, INC. DoeuS)gned by: Signed By: r rh�u�s Name: Mark Roberts Head of Business strategy Date: 9/22/2021 Date: 9/23/2021 COVE AS TO FORM: CITY ATTOtN Y INSURANCE APPROVAL Hank Lu, Risk Manager to Lyft TBS General Services Agreement Last Updated August 202 € DocuSign Envelope ID; 30429F97-6335-474C-9DE0-BEC85C23210E Agreement No. 6164 CONFIDENTIAL EXHIBIT A PROGRAM PARTNERSHIP FORM Lyft: Lyft, Inc. 185 Berry St. Suite 5000 billing@lyft.com Agency: City of El Segundo Postal Address for Legal Notices; 350 Main Street, California 90245 Email Address for Legal Notices: mmccollum@elsegundo.org Postal Address for Billing: 350 Main Street, California 90245 Contact Name for Billing: Ryan Delgado Email Address for Billing: accountspayable @ elsegundo.org Pro ra►>rj Features Pradu¢t ': Services 1F ce `. Services Fee Type Payment Method Lyft Pass 0 Not applicable Offline Invoice Lyft Concierge Dashboard 0 Not applicable Offline Invoice A. Program Product Features. Descriptions of the products are available at https _/lao.lyftbusiness.com/product-descriptions. If Agency uses the Services to provide Riders with transportation to and from COVID-19 vaccination sites ("VAX Rides"), Agency represents and warrants that Agency shall not bill nor file claims for reimbursement from any federal, state, or commercial employer -sponsored health benefit plan and/or program, including but not limited to Medicare, Medicaid, and any COVID-funded programs (e.g., Centers for Disease Control and Prevention; Public Health and Social Services Emergency Fund) for any VAX Rides. If permissible under applicable state law, Agency shall indemnify, defend and hold harmless the Lyft Indemnified Parties from and against any claims, losses, damages, fines, or penalties incurred by any of the Lyft Indemnified Parties related to the billing or submission of claims to any third party payor for the provision of VAX Rides hereunder or for any breach of the representations and warranties set forth above in this paragraph. THE LIMITATIONS OF LIABILITY IN THE AGREEMENT SHALL NOT APPLY TO ANY CLAIMS OR INCIDENTS RELATED TO AGENCY'S INDEMNIFICATION AND DEFENSE OBLIGATIONS UNDER THIS PARAGRAPH. This paragraph shall survive any termination or expiration of this Agreement. To the extent Agency is a Covered Entity or a Business Associate of a Covered Entity (as those terms are defined under the Health Insurance Portability and Accountability Act, the Business Associate Agreement at blips: tzo.lyftbusiness.co /ten;s-of service shall apply. , ,._ B. Term. This Partnership Program shall be valid from the Partnership Program Form Effective Date (as defined below) (the "Initial Term") to June 30, 2022, and shall automatically renew for additional twelve (12) month terms (each, "Renewal Term"), unless either Party provides notice of non -renewal no less than thirty (30) days prior to the end of the Initial Term or Renewal Term, The Initial Term and all Renewal Terms together shall be referred to herein Lyft TB5 General Services Agreement Last Updated August 2021 Docu3ign Envelope Ip: 30423F97-6335-474C-9DEO-BEC85C23210E Agreement No. 6164 CONFIDENTIAL as the "Terra." C. Budget. The Agency intends not to spend or incur a payment obligation of more than $50,000 over the initial Term associated with the Services ("Budget'). The Agency can modify or amend this limit at any time. D. Partnership Program Form Ilistorv. This Partnership Program Form represents the sole ordering agreement between Lyft and Agency solely for the Agency specified above and voids, supersedes, and replaces all prior order forms, SOWs, and pricing agreements previously entered into between the parties for such Agency (the "Primary Order Form" ). E. Agreement. The Products and any additional Fees will be applied to the Agency set forth above and its associated account(s). This Partnership Program Form is hereby incorporated into and subject to that certain General Services Agreement or other similarly -purposed written agreement between Lyft and Agency, effective on or prior to the Partnership Program Effective Date (as defined below) (the "Agreement"). Capitalized terms used but not defined in this Partnership Program Form shall have the meanings provided to them in the Agreement. In the event of any direct conflict between the terms of this Partnership Program Form and the terms of the Agreement, then the terms of this Partnership Program Form shall control. The person signing on behalf of Agency represents that it has the full authority to execute and bind Agency to this Partnership Program Form. Provided that both parties execute this Partnership Program Form, this Partnership Program Form shall be effective on the date that it is countersigned below ("Partnership Program Form Effective Date"). [This space is intentionally left blank; signature page follotivs) 12 Lyft TBS General Services Agreement Last Updated August 2021 DocuSign Envelope ID: 30429F97-6335-474C-9DEO-BEC85C23210E Agreement No. 6164 CONFIDENTIAL AGEC`�avuSipned by: L1'F I DCocuSigned by: B ; �aVava UoSS By: ��u5 Barbara Voss Title: Deputy City Manager Date: 9/22/2021 13 Lyft TBS General Services Agreement Last Updated August 2021 Naive; Mark Roberts Title: Head of Business strategy Date; 9/23/2021 DocuSign Envelope ID: 30429F97-6335-474C-9DEO-BEC85C23210E Agreement No. 6164 CONFIDENTIAL, LYFT, INC. DATA REPORTING ADDENDUM - GENERAL TRANSIT PROGRAM Lyft will provide the Agency with reports containing the data fields set forth below. In the list below, all personally identifiable information and information that could be used to re -identify a passenger are denoted by an asterisk (`) and are designated as Confidential Information pursuant to Section [4] of the Agreement. If the Agency receives a request for Lyft's reports under the public records laws or other applicable law, Agency will not release the asterisked fields in response to such request and will comply with the requirements of Section [4] of the Agreement. All non-astericked fields may be used solely for the purpose of the Agreement. For the avoidance of doubt, the non - asterisked fields may be used to produce reports and presentations to the Agency's board regarding the Services (as defined in the Agreement) and may be summarized in reporting to the National Transit Database_ 1. Data Fields (a) Anonymized ID of Agency Rider* (b) Trip Transaction ID (c) Trip Month/Year" (d) Trip Day of Travel (Monday -Sunday) (e) Ride Type* (f) Dispatch Method (Concierge, App) (g) Ride Status (Completed, Cancelled) (h) Trip Pick up location (Latitude -Longitude to two -decimal places)-` (i) Trip drop off location (Latitude -Longitude to two -decimal places) (k) Trip Pick up location (Zip Code) (1) Trip Drop off location (Zip Code) (m) Trip pick up time (See Definition of Trip Time Periods below) (n) Trip Length (X.XX mile) (o) Trip Duration (X.X min) (p) Total Trip Cost ($ X.XX) (q) Trip Subsidy (S X.XX) (r) Ride Match (Yes or No) for shared rides and match rates within the program only Lyft asserts that these data fields when taken together with the other data fields can potentially identify a Rider. These fields are designated as Confidential Information and are subject to Section [4] of the Agreement. 2. Trip Time Periods. Below is the definition of time periods included in the data reports. EARLY AM 0 I2 AM - 3 AM MID AM 3 AM - 6 AM PEAK AM 6 AM - 9 AM LATE AM 9 AM - 12 PM EARLY PM'; 12 PM - 3 PM MID PM 3 PM - 6 PM PEAK PM 6 PM - 9 PM LATE PM 9 PM- 12 AM 14 Lyft TBS General Services Agreement Last Updated August 2021 DocuSign Envelope ID: 30429F97-6335-474C-9DEO-SEC85C23210E Agreement No. 6164 CONFIDENTIAL, 15 Lyft TBS General Services Agreement Last Updated August 2021