R-1813 - 08/13/2019 - AGREEMENTS - 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
August 13, 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-1814, a General Services Agreement, with Lyft, Inc., San Francisco, CA for
continuation of the Last Mile Transportation Services subject to the final review of
the Village Attorney.
Background/History:
As you know, since February, we contracted with Lyft through the end of June, to
continue to provide a transportation solution in order to enhance the attraction and
retention of top talent to the Oak Brook business community. Recently, we solicited
another RFQ for a vendor for the second year of our agreement with the RTA. After
reviewing and speaking to five proposed vendors who submitted, we are in agreement
and to continue working with Lyft.
Lyft will continue to provided 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, 2020.
Recommendation:
I move that the Village Board approve the agreement and the resolution.
ITEM 6.E.3
RESOLUTION 2019-CNTRCT-LST-ML-TRANS-R-1814
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 subsequently ceased business operations, and the Village entered into an
agreement with Lyft, Inc., a Delaware corporation with offices located at 185 Berry Street, Suite 5000, San
Francisco, CA (“Lyft”); and
WHEREAS, the Village, the Chamber, the RTA, and several property owners wish to
continue and expand the Services; and
WHEREAS, the Village and Lyft wish to extend the term of their agreement in accordance with
this Resolution; 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-1814 Award of General Services Agreement
Page 2 of 2
APPROVED THIS 13th day of August 2019
Gopal G. Lalmalani
Village President
PASSED THIS 13th day of August 2019
Ayes: ________________________________________________________________________________
Nays: ________________________________________________________________________________
Absent:
ATTEST:
Charlotte K. Pruss
Village Clerk
EXHIBIT A
AGREEMENT
[Attached]
CONFIDENTIAL
Lyft General Services Agreement
June 2019 1
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 “Partnership Program Form”) (collectively, this “Agreement”) sets forth the terms of the
Village of Oak Brook’s use of the Services (as defined in Section 1 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 (“Lyft”) and the Village of Oak
Brook (“Partner”). 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 Partner may be referred to as “Party” and/or “Parties.”
NOW, THEREFORE, in consideration of the ter ms contained herein and for other good and valuable
consideration, the receipt and sufficie ncy of which are hereby acknowledged, the parties hereby agree as follows:
TERMS AND CONDITIONS
1. The Services.
a. Background. Lyft operates a ridesharing platform (“Lyft Platform”) and mobile application (the
“Lyft App”) which allows Riders 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 related solutions, products, and services to business partners to administer,
track and manage its transportation spend for its authorized riders (each, a “Rider”). Partner desires to utilize the
Services, and Lyft and Partner agree to launch the Services in accordance with the terms of this Agreement and as
specified in Exhibit A. “Services” means the services, products, and programs offered and provided by Lyft to Partner
under this Agreement, which may include but are not limited to, Lyft Codes, Lyft Concierge, Lyft Credits, the Lyft
Dashboard, Lyft Ride Programs, or any separately requested software or online access provided to Partner, training,
support, programs, products, features, functions and report formats, and subsequent updates or upgrades of any of the
foregoing made generally available by Lyft.
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.” The IGA is sometimes
collectively referred to herein as the “Governmental Agreements”).
Partner is entering into this Agreement in order to provide transportation related services to Users pursuant to the IGA
between Partner and the RTA.
b. Provision of the Services. Lyft will make the Services available to Partner in accordance with the
Agreement. Subject to the terms and conditions of this Agreement, Lyft grants Partner a non-exclusive, non-
transferrable, revocable, limited license to use the Lyft Platform and Services during the Term and in strict compliance
with this Agreement and applicable law. Lyft reserves all rights not expressly granted to Partner under 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 Partner, this Agreement shall control.
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Lyft General Services Agreement
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c. Partner Account. To access the Services, Partner must have a Partner account (“Partner Account”)
and provide true, accurate, current, and complete information as requested during the account creation process. Partner
must also keep that information true, accurate, current, and complete throughout the Term. Partner is solely
responsible for all use (whether or not authorized) of the Services under the Partner Account, and for all acts and
omissions of anyone that has access to such Partner Account, as well as for all Fees generated under such Partner
Account. Partner 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 Partner Account. Lyft will not be liable for any loss or damage arising from unauthorized or fraudulent use
of the Partner Account, except to the extent caused by Lyft’s gross negligence or willful misconduct.
d. Restrictions. Partner 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 Partner 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. Term. This Agreement shall commence on the Effective Date and shall remain in effect until
terminated as set forth herein (the “Term”). Notwithstanding the foregoing, if there are any Partnership Program
Forms in effect, then this Agreement will not terminate until all such Partnership Program Forms have expired or been
terminated in accordance with the terms therein.
3. Partnership Program. The parties will cooperate to launch and maintain the partnership program
for Partner to use the Services (as set forth on each Partnership Program Form) (the “Partnership Program”). Except
as expressly agreed to in Section 4 and Exhibit A of this Agreement, each Party shall be responsible for its expenses
and costs during its performance under this Agreement.
4. Fees and Payment. Partner will be liable for all fees incurred through its use of the Lyft Platform,
including Ride fares, platform service fees, tolls, surcharges, Prime Time fees, taxes, and any fees set forth in Exhibit
A (collectively “Fees”). Fees due are payable in accordance with the payment schedule set forth on each Partnership
Program Form, as applicable.
5. Proprietary Rights.
a. 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 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).
b. License to Use Partner Marks. Partner 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 Partner (collectively, “Partner Marks”) during the Term, solely in furtherance of Lyft’s obligations in
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Lyft General Services Agreement
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this Agreement. Lyft’s use of any of the Partner Marks shall be subject to Partner’s prior written approval in each
instance. Partner 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. Lyft hereby covenants and agrees that the Partner
Marks shall remain the sole and exclusive property of Partner and that Lyft shall not hold itself out as having any
ownership rights with respect thereto. Any and all goodwill associated with the Partner Marks shall inure directly to
the benefit of Partner. Lyft’s use of Partner Marks must conform to Partner’s usage guidelines and instructions as
Partner may provide or update from time to time (and in no event shall the color, style, appearance, or relative
dimensions of the Partner Marks be altered or changed in any way).
6. Confidential Information.
a. 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.
b. 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 RTA
or the Receiving Party's employees or agents 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 employees or
agents. 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 a minimum
of ten (10) business days prior to the proposed disclosure, unless disclosure is otherwise required by law in a shorter
period, 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.
7. No Publicity. Except as may be expressly set forth on the Partnership Program Form, 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 Partnership Program or otherwise, without
the prior written consent of such other Party.
8. Representations and Warranties; Disclaimer.
a. 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
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Lyft General Services Agreement
June 2019 4
laws and regulations in its performance of this Agreement; (e) the content, media and other materials used or provided
as part of the Partnership Program shall not infringe or otherwise violate the intellectual property rights, rights of
publicity or other proprietary rights of any third party. Both Parties acknowledge and agree that Lyft is not performing
transportation services for the general public under this Agreement, and therefore this Agreement shall not be subject
to 49 C.F.R. §37.23. Additionally, Partner represent and warrant that will use the Lyft Platform or Service in any
manner that violates 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/.
b. 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, OR
THE SERVICES. LYFT PROVIDES THE SERVICES “AS IS” AND WITHOUT WARRANTY. LYFT DOES NOT
WARRANT THAT THE SERVICES WILL MEET PARTNER’S REQUIREMENTS OR THAT THE OPERATION
OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. TO THE FULLEST EXTENT
PERMITTED BY LAW, LYFT SPECIFICALLY DISCLAIMS ALL WARRANTIES IN RESPECT TO THE
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 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.
9. Ownership and Feedback. Lyft and its affiliates are and shall remain the owners of all right, title
and interest in and to the Services, including any updates, enhancements and new versions thereof, and all related
documentation and materials provided or available to Partner or any Rider in connection with this Agreement. Partner
acknowledges and agree that any questions, comments, suggestions, ideas, feedback or other information about the
Services (“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 Rider.
10. Indemnification.
a. Indemnification by Partner. Partner 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) Partner’s breach of this Agreement; (ii) Partner’s violation of the representations and warranties
in Section 8; (iii) any allegation that Lyft’s use of Partner’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; and (iv) Partner’s violation of
applicable law. This indemnification does not extend to negligent, willful and wanton, reckless or intentional conduct
of Lyft, its officers, agents, servants and/or employees.
b. Indemnification by Lyft. Lyft will indemnify, defend and hold harmless Partner, its
affiliates and their directors, officers, employees and agents against all claims, damages, losses and expenses
(including reasonable attorney’s fees) with respect to any third party claim arising out of or related to: (i) Lyft’s breach
of this Agreement; (ii) Lyft’s violation of the representations and warranties in Section 8; (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; and (iv) Lyft’s violation of applicable law.
c. 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
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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.
11. 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, 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). THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO ANY OBLIGATION OF
PARTNER TO INDEMNIFY RTA, OUTSTANDING AMOUNTS OWED BY PARTNER FOR FEES INCURRED
BY RIDERS, NOR SHALL IT LIMIT THE SCOPE OF LYFT’S COMMERCIAL AUTOMOBILE LIABILITY
POLICY.
12. 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.
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 Commercial General Liability Insurance policy shall
further include the RTA as an additional insured via a blanket endorsement, with all coverage applicable to Agency.
The fact that Lyft has obtained the insurance required hereunder shall in no manner lessen or otherwise affect such
Lyft’s other obligations or liabilities set forth in this Agreement.
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.
13. Termination
a. 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
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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.
b. Suspension. Lyft may also suspend the Partner Account immediately if: (i) Partner violates
(or gives Lyft reason to believe Partner has violated) the Agreement; (ii) there is reason to believe the Partner’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;
or (iv) subject to applicable Law, Partner undergoes liquidation, commencement of dissolution proceedings, disposal
of its assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if Partner
becomes the subject of bankruptcy or similar proceeding. Lyft will have no liability for any damages, liabilities, losses
(including any loss of data or profits) or any other consequences that Partner may incur in connection with any
suspension pursuant to this Section.
c. Survival. Any outstanding payment obligations and Sections 1, 3, 4, 5, 6, 7, 8, 9, 10, 11,
13, and 14 shall survive the expiration or termination of this Agreement.
14. General.
a. Governing Law. This Agreement shall be governed by and construed in accordance with
the laws of the state of Illinois 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, effective only upon acknowledged receipt by the intended
recipient. 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 Lyft:
Name: Paul Davis, Calli Cenizal
Email: transit@lyft.com
For Partner:
Name:
Email:
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
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 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.
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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. 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.
h. 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.
i. 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, Section
V(d)(i)(Indemnification) of the IGA that references third party vendors is 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 and any other provision of this Agreement, this Section (including its incorporated terms) shall
control.
[This space is intentionally left blank; signature page follows]
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IN WITNESS WHEREOF, the parties have executed this Agreement through their respective duly authorized
representatives as of the Effective Date.
PARTNER LYFT, INC.
By: By:
Name: Name:
Title: Title:
Date: Date:
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EXHIBIT A
Partnership Program Form
A. Program Product Features
Program Features
Feature Selected Features (Insert an “X”) Payment Method
Lyft Codes X Monthly Invoice
Lyft Concierge X Monthly Invoice
Lyft Direct Credits X Monthly Invoice
B. Overview. The activities described herein shall take place in Program Area, as set forth in the map attached hereto as
Attachment 1 (“Program Map Area”).
C. Term.
This Partnership Program shall be valid for [twelve (12) months] from the Partnership Program Form Effective Date
(as defined below) (the “Initial Term”) and shall automatically renew for additional twelve (12) month terms (each, a
"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 as the
“Term.”
D. Partnership Program Form History (Insert an “X” for the applicable option)
__X_ This Partnership Program Form represents the sole ordering agreement between Lyft and Partner solely for the Partner specified
above and voids, supersedes, and replaces all prior order forms, SOWs, and pricing agreements previously entered into between the
parties for such Partner (the “Primary Order Form”).
____ This Partnership Program Form (the “Supplemental Order Form”) supplements the oldest order form or pricing agreement that is
in effect as of the Partnership Program Form Effective Date (defined below) between Lyft and Partner solely for the Partner.
E. Invoicing Payment Terms. Partner agrees to pay all undisputed fees within thirty (30) days after the invoice date. Invoices
will be sent to Partner electronically via e-mail as a PDF on a monthly basis. Unless otherwise agreed by the parties in writing,
all fees will be paid in United States dollars (USD). Except as otherwise provided in the Agreement, payment obligations are
non-cancelable and undisputed fees, once paid, are non-refundable. If Partner fails to pay an invoice when due and fails to cure
such non-payment within 10 days of written notice thereof, then Lyft may assess and Partner will pay a late fee of the lesser of
1.5% per month or the maximum amount allowable by law and Lyft may suspend the Services to Partner for failure to pay as
outlined in the Agreement.
Lyft: Lyft, Inc.
185 Berry St. Suite 5000
billing@lyft.com
Partner:
Address
Billing Contact
Billing Email
Address
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Lyft General Services Agreement
June 2019 10
F. Agreement: The Products and any additional Fees will be applied to the Partner set forth above and its associated account(s).
This Partnership Program Form and the Product Addendum attached hereto is hereby incorporated into and subject to that certain
General Services Agreement or other similarly-purposed written agreement between Lyft and Partner, 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 Partner represents that it has the full authority to execute and bind Partner
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 follows]
CONFIDENTIAL
Lyft General Services Agreement
June 2019 11
PARTNER LYFT, INC.
By: By:
Name: Name:
Title: Title:
Date: Date:
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Lyft General Services Agreement
June 2019 12
Program Product Feature Addendum
1. This Program Product Feature Addendum (“Product Addendum”) contains additional terms and conditions
that govern Partner’s use of specific products within the Services. Any capitalized terms not otherwise defined herein
shall have the meanings set forth in the Agreement. In the event of any conflict between this Product Addendum and
the Agreement, this Product Addendum shall control.
2. Codes/Credits
a. Definitions.
i. “Lyft Code” or “Code” means a Lyft code (i) that is issued and authorized by Lyft for use
on the Lyft Platform; and (ii) which is attributed a certain amount of Lyft Credits as specified
in the Code Request.
ii. “Lyft Direct Credit” means credit made available for use on the Lyft platform to be applied
towards rides arranged through the Lyft App. Lyft Credits may not be applied towards tips
to the driver.
b. Lyft will provide Partner with a coupon codes (the “Partner Code”) for use with this Agreement,
with the following restrictions:
c. Valid Use: Valid for use of Lyft Code and Lyft Direct Credits by all Riders 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 Rider’s Lyft App; (d) take a completed rides via the Lyft App which qualifies for Partner
Code/Credit redemption under this Agreement; and (e) successfully apply or redeem the Code in the Rider’s Lyft App
for Lyft Credit associated with the Partner program. For Rides taken by Riders that exceed the amount of Lyft Credits
available on a Code, Lyft will charge Rider’s personal payment method on file. Lyft will also charge the Rider’s
personal payment method for any tips.
i. Modifications: To modify Partner Codes/Credits 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/Credits requested, 2) the price attributable to each
Partner Code/Credits, and/or 3) any additional Partner Code/Credits parameters
(collectively, the “Code/Credits Modifications”). Partner represents and warrants that the
person submitting Code Modifications has the requisite express, actual authority to
modify Partner Codes/Credits on behalf of Partner. Upon Lyft’s receipt of
a Code/Credits Modifications (i) Lyft agrees to sell, transfer and deliver the modified
Partner Codes/Credits to Partner within five (5) business days, and (ii) Partner agrees to
pay Lyft for any usage of the Partner Codes/Credits, subject to the terms and conditions
herein.
ii. Cancellations: Partner can request a refund for Partner Codes/Credits 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/Credits 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/Credits in
any way.
iii. Code Expiration: Each Partner Code/Credits 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/Credits.
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Lyft General Services Agreement
June 2019 13
iv. Payment: Partner agrees to pay for any usage of the Partner Codes/Credits, subject to the
terms and conditions herein. Any amount of the ride fare that is greater than the credit
value of the Partner Code/Credits, Lyft shall charge the Rider’s personal payment amount
as associated with the Rider’s Lyft account.
v. Reporting: Each month, along with the invoice, Lyft will provide Partner with report
regarding the usage of the Partner Codes/Credits. Each report shall include the data fields
as outlined in Attachment 2.
d. Code-Credit Parameters and Budget:
Below are the program parameters for the initial codes and/or credits implemented under the Agreement. These
parameters may be changed and/or new code/credits program added as outlined in 3.b.ii.
Location Limits The Partner Codes/Credits will be for travel limited by a
geofence as outlined and detailed in Attachment 1.
Time Windows Partner financed subsidies will only be applied to Rides on the
following days at the following times
• Monday: 4 AM to 10 PM
• Tuesday: : 4 AM to 10 PM
• Wednesday: : 4 AM to 10 PM
• Thursday: : 4 AM to 10 PM
• Friday: : 4 AM to 10 PM
•
Ride Type Restriction Lyft Standard
Number of Rides Each Monthly Code/Credits shall grant each Rider up to 40
subsidized rides per month.
Subsidy Structure The Partner will cover up to the first [$_25_] of any qualifying
ride under the program. Any cost over $25, the passenger will be
responsible for paying.
Eligibility Open to the public
Code Name(s) Will be determined in partnership with Lyft and final code
name(s) decided over email. The final name will be provided via
email from transit@lyft.com to Partner.
Monthly renewal. Each month, enrollees in the program who have entered the Code in their app, will receive a new
monthly pass for the subsequent month, unless the Partner notifies Lyft to exclude specific current passengers from
the ensuing month’s enrollment within seven (7) business days of the last day of the current month.
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 -$82,500.00 associated with Program Partnership Features outlined (“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.
3. Concierge.
a. Definitions.
i. “Lyft Concierge” means an online portal owned or operated by Lyft that enables Partner
to request Rides for Partner Riders through the Dashboard.
b. Ride Request. To submit a Ride request through Lyft Concierge (a “Request”), an Administrator
will be required to provide all relevant information for the Ride, including the Partner Rider’s first and last name,
pick-up and drop-off location, and telephone number. Lyft will transmit the Request via the Lyft Platform to available
CONFIDENTIAL
Lyft General Services Agreement
June 2019 14
Drivers. In the event a Ride is scheduled for a future date and time, Lyft will submit the Request to Drivers within a
reasonable time from the desired pick-up time. Lyft will use reasonable efforts to notify Partner of any updates related
to the Request, including Driver acceptances, cancellations or the inability to find a match for the Ride. The Driver
who accepted the Request may contact the Partner Rider via the calling or texting features within the Lyft App to
provide updates on the Request or otherwise related to the Ride. Partner represents and warrants that it will not use
Lyft Concierge to submit Requests for Riders who are less than eighteen (18) years of age.
b. Quoted Fare and Variable Fare. When using Lyft Concierge to submit a Request, Lyft will quote
Partner a Ride charge at the time of the Ride Request (the “Quoted Fare”). The Quoted Fare is calculated based on
time, distance, time of day, and other variables as determined by Lyft. The Quoted Fare is subject to change until the
Ride Request is made. In the event the Quoted Fare is not available, Lyft will charge Partner and Partner will pay a
variable fare which consists of a base charge and incremental fees based on the duration and distance of the Ride (the
“Variable Fare”) along with other applicable fees, tolls, surcharges, Prime Time (time of high demand for Rides),
and taxes as set forth on the applicable market’s Lyft Cities page (www.lyft.com/cities). Additionally, if, during the
Ride, Partner or the Partner Rider changes the destination, makes multiple stops, or attempts to abuse the Lyft
Platform, Lyft may cancel the Quoted Fare quote and charge Partner a Variable Fare based on the time and distance
of the Ride. Lyft does not guarantee that the Quoted Fare will be equal to the Variable Fare for the same Ride. All
payments shall be made in accordance with Section 4 (Fees and Payment).
c. Disputes of Fees. Within thirty (30) days of the date of the applicable charge or invoice, Partner
must notify Lyft in writing if it disputes any portion of any Fees paid or payable by Partner under this Agreement and
provide documentation that supports its position. Lyft will work with Partner to resolve the applicable dispute
promptly. Lyft reserves the right to suspend Partner’s Account in the event Partner disputes the Fees until such dispute
is resolved. If Partner does not provide Lyft with the written notice of its dispute of Fees and supporting documentation
within the thirty (30) day notice period described above, Partner expressly waives its right to dispute such paid or
payable Fees. For the avoidance of doubt, disputes are not permitted on Quoted Fares.
CONFIDENTIAL
Lyft General Services Agreement
June 2019 15
ATTACHMENT 1
[Program Map Area]
Oak Brook Campus Geofence
Elmhurst Metra Station Geofence
Hinsdale Metra Station Geofence
CONFIDENTIAL
Lyft General Services Agreement
June 2019 16
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:
CONFIDENTIAL
Lyft General Services Agreement
June 2019 17
ATTACHMENT 3
[IGA]
EXHIBIT B
IGA AGREEMENT
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