R-1790 - 02/26/2019 - TRANSPORTATION - Resolutions Supporting DocumentsBOT AGENDA Page 1
BOARD OF TRUSTEES MEETING
SAMUEL E. DEAN BOARD ROOM
BUTLER GOVERNMENT CENTER
1200 OAK BROOK ROAD
OAK BROOK, ILLINOIS
630-368-5000
AGENDA ITEM
Regular Board of Trustees Meeting
of
February 26, 2019
SUBJECT: General Services Agreement with Lyft, Inc.
FROM: Riccardo F. Ginex, Village Manager
BUDGET SOURCE/BUDGET IMPACT: N/A
RECOMMENDED MOTION: I move that the Village Board approve Resolution
R-1790, a General Services Agreement, with Lyft, Inc., San Francisco, CA for
continuation of the Last Mile Transportation Services.
Background/History:
As you know, since last July, the Village has been working with the Chamber, the RTA
and several of the property owners up near 22nd and York Rd. to provide a transportation
solution in order to enhance the attraction and retention of top talent to the Oak Brook
business community. Recently, we were advised that our present vendor Chariot was
going out of business and will cease operations February 28th. In an effort to continue
the service, we have been working with Lyft.
Lyft will begin providing service on the 28th. They will provide service from both the Hinsdale and Elmhurst train stations and will charge $25 per ride and up to 40 rides per month through June 30, 2019. The Village Attorney and RTA have reviewed the agreement.
ITEM 10.C.1
BOT AGENDA Page 2
Recommendation:
I move that the Village Board approve the agreement and the resolution.
RESOLUTION 2019-CNTRCT-LST-ML-TRANS-R-1790
A RESOLUTION APPROVING AND AUTHORIZING THE AWARD AND EXECUTION
OF A GENERAL SERVICES AGREEMENT FOR LAST MILE
TRANSPORTATION SERVICES
BY AND BETWEEN THE VILLAGE OF OAK BROOK AND LYFT, INC.
WHEREAS, the Village of Oak Brook (“Village”), the Oak Brook Chamber of Commerce
(“Chamber”), the Regional Transit Authority (“RTA”), and several property owners near 22nd Street and York
Road, desire to provide Last Mile Transportation Services (“Services”) in order to enhance the attraction
and retention of top talent to the Oak Brook business community; and
WHEREAS, in 2018, the Village contracted with San Francisco based Chariot to provide the
Services; and
WHEREAS, Chariot recently announced that it would cease business operations; and
WHEREAS, the Village, the Chamber, RTA, and several property owners wish to continue and
expand the Services; and
WHEREAS, the Village and Lyft, Inc., a Delaware corporation with offices located at 185 Berry
Street, Suite 5000, San Francisco, CA (“Lyft”) desire to enter into and execute a General Services
Agreement ("Agreement") to allow Lyft to continue providing the Services, which Agreement is attached to
this Resolution as Exhibit A; and
WHEREAS, the President and Board of Trustees have determined that it is in the best interest of
the Village to enter into the Agreement with Lyft;
NOW THEREFORE, BE IT RESOLVED BY THE PRESIDENT AND BOARD OF TRUSTEES OF
THE VILLAGE OF OAK BROOK, DU PAGE AND COOK COUNTIES, ILLINOIS as follows:
Section 1: Recitals. The foregoing recitals are hereby incorporated into, and made a part
of, this Resolution as the findings of the President and Board of Trustees of the Village of Oak Brook.
Section 2: Approval of the Agreement. The President and Board of Trustees hereby approve
the Agreement by and between the Village and Lyft in substantially the same form attached to this
Resolution as Exhibit A, and in a final form acceptable to the Village Attorney.
Section 3: Authorization and Execution of the Agreement. The Village Manager shall be,
and hereby is, authorized to execute the Agreement on behalf of the Village after receipt of the final
Agreement by Village Attorney.
Section 4: Effective Date. This Resolution shall be in full force and effect upon passage and
approval in the manner provided by law.
[SIGNATURE PAGE FOLLOWS]
Resolution 2019-CNTRCT-LST-ML-TRANS-R-1790
Award of General Services Agreement
Page 2 of 2
APPROVED THIS 26th day of February 2019
Gopal G. Lalmalani
Village President
PASSED THIS 26th day of February 2019
Ayes: ________________________________________________________________________________
Nays: ________________________________________________________________________________
Absent:
ATTEST:
Charlotte K. Pruss
Village Clerk
EXHIBIT A
AGREEMENT
[Attached]
GENERAL SERVICES AGREEMENT
This General Services Agreement (“Agreement”) dated as of the date countersigned below
(“Effective Date”) by and between Lyft, Inc., a Delaware corporation, located at 185 Berry Street, Suite
5000, San Francisco, CA 94107 (“Lyft”) and the Village of Oak Brook (“Partner”).
In consideration of the mutual promises contained herein and the mutual benefits to be derived
therefrom, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
1. Background. Lyft operates a ridesharing platform (“Lyft Platform”) and mobile application (the
“Lyft App”) which allows users the opportunity to request a ride from one location to another (each, a “Ride”).
The transportation services (“Driving Services”) are provided by authorized drivers using their own vehicles
(“Drivers”). Lyft provides enterprise transportation solutions through its Concierge Service (which is not
applicable to this Agreement notwithstanding anything in this Agreement to the contrary), and Lyft Codes
programs (collectively, “Programs”) to business partners to administer, track and manage its transportation
spend for its authorized users (each, a “User”).
Partner has entered into an Intergovernmental Agreement with the Regional Transportation Authority, an
Illinois municipal corporation (the “RTA”) made the 27th day of August, 2018 (the “IGA”) (which is attached
as Exhibit B) (the Village and the RTA are sometimes collectively referred to as the “Governmental
Authorities” and the IGA is sometimes collectively referred to as the “Governmental Agreements”).
Partner is entering into this Agreement in order to provide transportation services to Users pursuant to the
IGA.
Partner desires to participate in the Programs, and Lyft and Partner agree to launch the Programs in accordance
with the terms of this Agreement including as specified in Exhibit A attached hereto, and in accordance with
the Governmental Agreements.
2. Activities. The parties agree to perform the business activities as set forth on Exhibit A (the
“Activities”), attached hereto and incorporated herein, and Lyft agrees to perform such activities as may be
required by the Governmental Agreements so that Partner can obtain the Reimbursements (as defined in the
Governmental Agreements) during the term set forth on Exhibit A (the “Term”). The parties acknowledge
and agree that this Agreement is subject to the approval of the Partner’s corporate authorities. Except as
expressly agreed to in Section 3 (and Exhibit A) of this Agreement, each party shall be responsible for its
expenses and costs during its performance under this Agreement.
3. Fees and Payment.
3.1 Fees. Fees to be paid by one party to the other party in connection with this Agreement, if
any, shall be as set forth on Exhibit A (“Fees”). Fees due are payable in accordance with the payment
schedule set forth in Exhibit A.
4. Proprietary Rights.
4.1 License to Use Lyft Marks. Lyft hereby grants to Partner 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 Partner’s rights and
obligations in this Agreement. Partner’s use of any of the Lyft Marks shall be subject to Lyft’s prior written
approval in each instance. Lyft warrants and represents that it has (or has obtained from all appropriate rights
holders) all necessary rights and authority to grant the license granted by it hereunder. Partner hereby covenants
and agrees that the Lyft Marks shall remain the sole and exclusive property of Lyft and that Partner 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. Partner’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).
5. Confidential Information.
5.1 Either party (the “Disclosing Party”) may disclose or make available to the other party (the
“Receiving Party”), whether orally or in physical form, confidential or proprietary information concerning
the Disclosing Party and/or its business, products, services, marketing, promotional or technical information
in connection with this Agreement, which shall include the terms and conditions of this Agreement
(collectively, the “Confidential Information”). For purposes hereof, Confidential Information will not
include information: (a) which was previously known to Receiving Party without an obligation of
confidentiality; (b) 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; (c) which is or becomes publicly
available through no fault of Receiving Party; (d) which Disclosing Party gave written permission to Receiving
Party for disclosure, but only with respect to such permitted disclosure; or (e) independently developed
without use of the other party’s Confidential Information.
5.2 Requirements. Except as otherwise required by applicable law, each Receiving Party agrees
that (a) it will use the Confidential Information of the Disclosing Party solely for the purpose of this
Agreement and (b) it will not disclose the Confidential Information of the Disclosing Party to any third party
other than the Receiving Party's members, managers, employees, agents, attorneys and accountants
(“Approved Recipients”) on a need-to-know basis who are bound by obligations of nondisclosure and
limited 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 Approved Recipients. In the event the Receiving Party receives a subpoena or other validly
issued administrative or judicial process demanding the Confidential Information or is otherwise required by
law to disclose Confidential Information, the Receiving Party will give the Disclosing Party prompt written
notice of such request prior to disclosure 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 such information,
then the Receiving Party will provide Disclosing Party notice a minimum of ten (10) business days prior to
the proposed disclosure, except in response to a Freedom of Information Act request received by the Partner
or RTA, so that the Disclosing Party may assert any defenses to disclosure that may be available. 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 and 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 times 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.
6. No Publicity. Except as may be expressly set forth in Exhibit A, or desired or required by
Governmental Authorities, neither party may issue a press release, post information on line (including web
sites, social media channels or blogs) or otherwise refer to the other party in any manner with respect to this
Agreement, the Activities or otherwise, without the prior written consent of such other party.
7. Representations and Warranties; Disclaimer.
7.1 Each party hereby represents and warrants that: (a) it has full power and authority to enter
into this Agreement and perform its obligations hereunder; (b) it is duly organized, validly existing and in
good standing under the laws of the jurisdiction of its origin; (c) it has not entered into, and during the Term
will not enter into, any agreement that would prevent it from complying with this Agreement; (d) it will
comply with all applicable laws and regulations in its performance of this Agreement; (e) the content, media
and other materials provided by it in connection with the Activities shall not infringe or otherwise violate the
intellectual property rights, rights of publicity or other proprietary rights of any third party.
7.2 EXCEPT AS SET FORTH HEREIN, EACH PARTY MAKES NO
REPRESENTATIONS, AND HEREBY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR
IMPLIED, REGARDING ITS SERVICES OR PRODUCTS OR ANY PORTION THEREOF,
INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A
PARTICULAR PURPOSE AND IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING
OR COURSE OF PERFORMANCE. SPECIFICALLY, LYFT MAKES NO WARRANTIES
CONCERNING THE LYFT APP, LYFT PLATFORM, LYFT CREDITS, CODES, OR OTHERWISE
(“LYFT MATERIALS”). LYFT PROVIDES THE LYFT MATERIALS “AS IS” AND WITHOUT
WARRANTY. LYFT DOES NOT WARRANT THAT THE LYFT MATERIALS WILL MEET
PARTNER’S REQUIREMENTS OR THAT THE OPERATION OF THE LYFT MATERIALS WILL
BE UNINTERRUPTED OR ERROR FREE. TO THE FULLEST EXTENT PERMITTED BY LAW,
LYFT SPECIFICALLY DISCLAIMS ALL WARRANTIES IN RESPECT TO THE LYFT MATERIALS,
WHETHER EXPRESS OR IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION,
ALL IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT (EXCEPT AS PROVIDED IN
SECTION 7.1(e) ABOVE), MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE
AND ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING, COURSE OF
PERFORMANCE OR USAGE OF TRADE. IN THE EVENT THAT A CODE OR LYFT CREDIT IS
NONFUNCTIONAL, PARTNER’S SOLE REMEDY, AND LYFT’S SOLE LIABILITY, SHALL BE
THE REPLACEMENT OF SUCH CODE OR LYFT CREDIT.
8. Ownership and Feedback. Lyft and its affiliates are and shall remain the owners of all right, title
and interest in and to the Lyft Materials, including any updates, enhancements and new versions thereof, and
all related documentation and materials provided or available to Partner or any User in connection with this
Agreement. Partner acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or
other information about the Programs (“Feedback”) provided by Partner to Lyft are non-confidential and
shall become the sole property of Lyft. Lyft shall own exclusive rights, including all intellectual property
rights, and shall be entitled to the unrestricted use and dissemination of this Feedback for any purpose,
commercial or otherwise, without acknowledgment or compensation to Partner or any User.
9. Indemnification.
9.1 Indemnification by Partner. Except for the negligence or willful misconduct of any of the
Lyft Indemnified Parties, Partner agrees to defend, indemnify and hold harmless Lyft and its directors, officers,
employees, subcontractors and agents (the “Lyft Indemnified Parties”) from and against third party all claims,
suits, causes of action, damages, costs (including reasonable and documented attorneys' fees), judgments and
other expenses (“Claims”) arising out of or related to (i) Partner’s breach of this Agreement; (ii) Partner’s
violation of the representations and warranties in Section 7; and (iii) Partner’s violation of applicable law.
9.2 Indemnification by Lyft. Except for the negligence or willful misconduct of Partner, Lyft
agrees to defend, indemnify and hold harmless Partner and the Regional Transportation Authority, and their
officers, agents and employees from and against all third party claims, suits, causes of action, damages, costs
(including reasonable and documented attorneys' fees), judgments and other expenses arising out of or related
to (i) Lyft’s breach of this Agreement; (ii) Lyft’s violation of the representations and warranties in Section 7;
(iii) any allegation that Partner’s use of Lyft’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; or (iv) Lyft’s violation of
applicable law.
9.3 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, IN NO
EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CLAIM FOR ANY INDIRECT, WILLFUL,
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 SHALL NOT EXCEED, IN ANY
EVENT, ONE HUNDRED THOUSAND DOLLARS ($100,000), EXCEPT FOR ANY OBLIGATION
OF PARTNER TO INDEMNIFY THE RTA THIS LIMITATION OF LIABILITY SHALL NOT APPLY
TO OUTSTANDING AMOUNTS OWED BY PARTNER FOR CHARGES INCURRED BY USERS,
NOR SHALL IT LIMIT THE SCOPE OF LYFT’S COMMERCIAL AUTOMOBILE LIABILITY
POLICY.
11. Insurance. During the term of this 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 each Accident.
b. Commercial General Liability Insurance including, but not limited to, product and completed
operations, personal and advertising injury and contractual liability coverage with minimum limits of
$1,000,000 Each Occurrence; $2,000,000 General Aggregate.
c. Commercial Auto Liability Insurance including a minimum combined single limit of $1,000,000 each
accident and Uninsured/Underinsured motorist coverage with a minimum combined single limit of
$1,000,000.
d. Excess/Umbrella Liability insurance following form to the underlying General Liability and
Automobile Liability policies with minimum limits of $2,000,000 Each Occurrence; $2,000,000
General Aggregate.
All policies maintained shall be written as primary policies, not contributing with and not supplemental
to coverage Partner may carry and will contain a waiver of subrogation against Partner 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 shall include Partner and Regional Transportation Authority (RTA)
and their respective members, managers, officers, officials, employees, representatives, attorneys, and agents as
additional insureds via blanket endorsement on the General Liability Insurance policy.
12. Termination.
12.1 Termination Events. 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. Termination by either party for breach shall be in addition to any other remedies the non-
breaching party may have for such breach. Either party may terminate the Agreement immediately by written
notice to the other party upon: (i) the other party becoming insolvent; (ii) the other party’s initiation of any
proceeding under Federal bankruptcy or state insolvency law regarding its own bankruptcy, reorganization, or
insolvency; (iii) the initiation of any proceeding under Federal bankruptcy or state insolvency laws against the
other party that is not dismissed within sixty (60) days; (iv) the appointment of a receiver or a similar officer
for the other party or for a substantial part of the other party’s property; or (v) the other party making an
assignment for the benefit of creditors or otherwise being reorganized for the benefit of creditors. In
addition, either party may terminate this Agreement without cause on thirty (30) days’ prior written notice.
12.2 Survival. Any outstanding payment obligations and Sections 3, 5, 7, 8, 9, 10, 11 (for the
period specified), 12.2 and 13 shall survive the expiration or termination of this Agreement.
13. General.
13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the
internal laws of the State of Illinois without regard to its conflicts of laws principles, and Lyft and Partner
hereby irrevocably consent to the jurisdiction and proper venue of the State Courts located in DuPage
County, Illinois.
13.2 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 is set forth in Exhibit A, or as otherwise may be
provided by a party, and deemed duly given: (a) upon actual delivery, if delivery is by hand; or (b) overnight
delivery by recognized national overnight delivery service.
13.3 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 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.
13.4 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.
13.5 Force Majeure. 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, work
stoppage or other labor disturbances, war or sabotage (each being a “Force Majeure 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.
13.6 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 permitted assigns.
13.7 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.
13.8 Entire Agreement. 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 to the
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. This Agreement may only be
amended or modified through a writing signed by both parties.
13.9 Incorporation of Terms. The Parties acknowledge and agree that this Agreement is being
entered into in connection with the IGA. As such, and notwithstanding any other provision of this
Agreement, all terms and conditions that reference third party vendors of the IGA are hereby incorporated
into and made a part of this Agreement. In addition, except as otherwise provided in Lyft’s Terms of Service
or in the event of negligence, willful misconduct, fraud or violation of law, Lyft agrees that Lyft will not seek
to pass any liability arising solely from this Agreement to the Users of the Driving Services of Lyft that arise
from this Agreement. To the extent that there is a conflict between this Section 13.9 and any other provision
of this Agreement, this Section 13.9 (including its incorporated terms) shall control.
[This space is intentionally blank. Signatures appear on the following page.]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.
LYFT, INC.
By: ___________________________
Name: _____________________
Title: ______________________
PARTNER
[__________]
By: ___________________________
Name: _____________________
Title: ______________________
EXHIBIT A
ACTIVITIES
1. Overview.
The activities described herein shall take place in Oak Brook, Elmhurst and Hinsdale, Illinois, as set
forth in the map attached hereto as Attachment 1 (“Program Map Area”).
2. Term.
Unless terminated earlier as provided herein, the term of this Agreement shall commence on the
Effective Date and continue through June 30, 2019(“Term”).
3. The Dashboard.
i. Access to the Dashboard. In order for Partner to manage the Programs, Lyft will provide Partner
with access to an online portal owned and hosted by Lyft (the “Dashboard”). Within the
Dashboard, Partner may view, add or remove Users, generate reports of User activity, and place
certain restrictions on Users’ activity. Additionally, Lyft grants Partner a non-exclusive, non-
transferrable limited license to use the Dashboard solely in connection with the Programs during the
Term. Partner shall not, and shall not authorize others to, (a) decompile, disassemble, reverse
engineer or otherwise attempt to derive the source code or underlying technology, methodologies or
algorithms of the Lyft Materials; (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide
the Lyft Materials to any unaffiliated third party except as may be provided in this Agreement; or (c)
interfere with, modify or disable any features or functionality of the Lyft Materials. Lyft reserves all
rights not expressly granted to Partner under this Agreement.
ii. Partner Administrator. Partner will designate at least one (1) authorized personnel of Partner to
serve as Partner’s administrator (each, an “Administrator”) and the Administrator will be required to
create Dashboard login credentials to access and use the Dashboard. Partner is responsible and will
indemnify Lyft for all activity occurring under Partner’s Dashboard login credentials, except to the
extent caused by Lyft’s breach of this Agreement. Partner will contact Lyft upon known or
suspected unauthorized use under Partner’s Dashboard or if Dashboard login credentials
information is lost or stolen.
4. Intentionally Omitted.
5. Partner Codes: Lyft will provide Partner with a coupon codes (the “Partner Code”) for use with
this Agreement, with the following restrictions:
o Credit Value: Each Partner Code shall have a credit value of up to [$25 per ride and up to 40
rides per month] per Partner Code redeemed.
o Valid Use: Valid for use by all Users who (a) download and install the Lyft App on a
compatible mobile device; (b) create and maintain and active Lyft account, including
agreeing to Lyft’s Terms of Service (https://www.lyft.com/terms), as may be updated from
time to time; (c) successfully redeem the Partner Code in the User’s Lyft App; (d) take a
completed rides via the Lyft App which qualifies for Partner Code redemption under this
Agreement; and (e) successfully apply the Lyft credit associated with the Partner Code at the
end of the ride.
o Modifications: To modify Partner Codes during the Term, Partner may send an email to
transit@lyft.com and codeshelp@lyft.com, which contains the modifications to 1) the
number of Partner Codes requested, 2) the price attributable to each Partner Code, and/or
3) any additional Partner Code parameters (collectively, the “Code Modifications”). Partner
represents and warrants that the person submitting Code Modifications has the requisite
express, actual authority to modify Partner Codes on behalf of Partner. Upon Lyft’s receipt
of a Code Modifications (i) Lyft agrees to sell, transfer and deliver the modified Partner
Codes to Partner within five (5) business days, and (ii) Partner agrees to pay Lyft for any
usage of the Partner Codes, subject to the terms and conditions herein.
o Cancellations: Partner can request a cancellation of Partner Codes by emailing
transit@lyft.com and codeshelp@lyft.com at least seven (7) days prior to the intended
cancellation date. Cancellations take approximately three (3) business days to process.
Notwithstanding the foregoing, if the Partner Code has already been redeemed at any point
prior to the successful processing of the cancellation request, Lyft will not be able to fulfill
your cancellation request or modify the Partner Code in any way.
o Code Expiration: Each Partner Code and its corresponding ride credits will expire under the
following conditions: (a) upon termination of this Agreement, pursuant to the provisions
herein, by either party or by the expiration of the Term; or (b) upon a mutually agreed upon
time and date by the parties prior to creation of the Partner Codes.
o Payment: Partner agrees to pay for any usage of the Partner Codes, subject to the terms and
conditions herein. Any amount of the ride fare that is greater than the credit value of the
Partner Code, Lyft shall charge the User’s personal payment amount as associated with the
User’s Lyft account.
o Other Code Restrictions:
▪ [Geofence] – [The Partner Codes will be for travel limited by a geofence as
outlined and detailed in Attachment 1.]
▪ [Maximum Amount Per Ride] – [During the Term of this Agreement, the parties
agree that no more than $25 per ride of Partner Codes may be available for redemption,
unless otherwise amended in writing and consent by the parties.]
▪ [Time] - [The Partner Codes will be for travel limited to Monday to Friday between
the hours of 4am to 10pm only]
● Reporting: Each month, along with the invoice, Lyft will provide Village of Oak Brook, Oak
Brook Chamber of Commerce and RTA with report regarding the usage of the Partner Codes.
Each report shall include the data fields as outlined in Attachment 2.
● [Budget] – The parties agree that the intention of this Agreement is to ensure Partner does not
spend or incur a payment obligation of more than [$_______ per month] associated with Partner
Codes (“Budget”), unless modified or amended in writing by Partner. Lyft shall implement
reasonable procedures to cancel or suspend Partner Codes within two (2) business days of
reaching or surpassing the Budget.
6. Additional Obligations.
Lyft Obligations.
● Flyers describing partnership and opportunity
● Email template to be given for Partner Codes distribution
Partner Obligations.
● [Distribution of Partner Codes]
6. Fees; Payment.
Each month during the Term, Lyft will invoice Partner for the full dollar amount for all charges
associated with Partner Codes redeemed by Partner or Users for the preceding month. Payment is due within
thirty (30) days of invoice date. Upon delivery or activation of the Partner Codes from Lyft to Partner,
Partner is responsible to pay for any use thereof by Users. Lyft has the right to invoice Partner for any usage
of Partner Codes by Partner or Users, even after expiration of the Term.
7. Addresses for Notice.
For Lyft:
Name: Keegan Kok
Phone: (773) 450-8046
Email: keegan@lyft.com, transit@lyft.com
For Partner:
Name:
Phone:
Email:
With an additional copy to each of:
Name:
Phone:
Email:
and
Name:
Phone:
Email:
ATTACHMENT 1
[Program Map Area]
Oak Brook Geofence
Elmhurst Metra Station Geofence
Hinsdale Metra Station Geofence
ATTACHMENT 2
[Monthly Data Reporting]
Data for the previous month will be provided by the 10th day of the month. The Monthly Data
Reporting will contain the following data fields per the sample reporting below:
EXHIBIT B
IGA AGREEMENT
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2
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VAS@AHZS@:ZSAF6Z QJ63A;A65ZAHZ *63SAIHZ - 3 ZIOZAHZS@1SZQ1F6Z SAF6Z J6OAI5Z;OIFZ DI31DZ3INJIN1S6ZJ1OSH6OQ
V@A3@Z1N6Z1HSA3AJ1S65Z2XZS@6Z(1PA6QZSIZJ1XZ1EEZ3IQSQZHISZJ1A5Z2XZS@6Z),
%ISA36QZTH56OZ S@AQZ?O66F6HSZVADEZ26Z Q6HSZ2XZ;AOQS3E1QQZJN6J1A5ZF1ADZ1H5Z6E63SOIHA3ZF1ADZSIZ-AED1?6Z
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Z/ Z"13CQIHZDU5 Z*TAS6Z
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1;S6NZF1AEAH?ZIOZTJIHZ O636AJSZI;Z 6D63SNIHA3ZF1AE Z AS@6OZJ1NSXZ F1XZ3@1H?6ZASQZ 155O6QQZ;IOZ N636AJSZI;Z
HISA36QZ1SZ 1HXZ SAF6Z2XZ JOIUA5AH?Z VOASS6HZHISA36ZSIZS@6ZIS@6OZ(1OSXZAHZ133IO51H36ZVAS@Z S@AQZ *63SAIHZ
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