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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 J IU6OHAH>Z#1V ,@6Z(1OSA6QZ 1?N66ZS@1SZ1HXZ5AQJTS6QZV@A3@Z1NAQ6Z1QZ1ZO6QTDSZI;ZS@AQZ?O66F6HSZVAEEZ26Z @61O5ZAHZ1Z3ITOS I;Z3IFJ6S6HSZBTOAQ5A3SAIHZEI31S65ZAHZS@6Z3ASXZI;Z@A31?IZIICZITHSXZEDAHIAQ M <KNILOA1SAIH ,@AQZ?N68F6HSZAQZQT2B63SZSIZ S@6Z1JJOIJOA1SAIHZI;Z;TH5QZ2XZS@6Z),ZQZ I1N5ZI;ZAO63SINQ Z ;ZS@6Z),Z;1ADQ SIZF1C6ZQT3@Z1HZ1JJNIJNA1SAIHZS@6Z),ZF1XZS6NFAH1S6ZS@AQZ?N66F6HS     1 ,7OG ,@AQZ?N68F6HSZVADDZ3IFF6H36Z1QZI;ZS@6Z 51S6ZI;Z;AH1DZ6W63TSAIHZ2XZ2IS@Z(1OSA6QZ1H5Z VAEEZ3IHSAHT6Z;IO ZFIHS@RZ1=6NZS@6Z51S6ZI;ZS@6Z 3IFF6H36F6HSZI;ZS@6ZQ6NUA36Z2TSZHIZ EIH?6OZS@1HZS@AOSXZ ZGIHS@Q ;OIFZ51S6ZI;Z;AH1EZ6W63TSAIH 2 ,6NFAH1SAIH ,@AQZ?N66F6HSZF1XZ26ZS6OFAH1S65Z2XZ6AS@6OZ ),ZIOZ -AEE1?6Z ;IOZ1HXZ O61QIHZTJIHZ HAH6SXZ Z 51XQ VOASS6HZHISA36ZQ6HSZSIZ S@6ZIS@6OZJ1NSXZ AHZ133IO51H36Z VAS@Z *63SAIHZ. 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