R-1790 - 02/26/2019 - TRANSPORTATION - Resolutions Exhibits 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
"Luft Abp")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. I.yft 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"). LYFI'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 parry 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 parry 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 parry 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 parry 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 Relationslu_p 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:
Tittle:
PARTNER
Vit age- a
By:
Name: r X
Title: I 1 oj A vee
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(haps://wu�z.l;ftcoxn/terrns�,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 Payrnent: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 Lvft:
Name: Keegan Kok
Phone: (773) 450-8046
Email: kec�,,an�i)l ft.com,transit@lyft.com
For Partner:
Name:
Phone:
Email:
With an additional copy to each of:
Name:
Phone:
Email:
and
Name:
Phone:
Email:
i
I
I
i
ATTACHMENT 1
[Program Map Area]
Oak Brook Geofence
w
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:
Naxeanpex VG My.1 @o-xema— 1.0 Mpl-qlh 1-kwW—
T-0�.10 mo+rtw— T—t 7,— Ti—ftwr il etib-W.) (5
4A4A M—24 It Gs'f:7": Pa .1v"
M-119 X31h3l OW1,1 mid"." H.III 521174
,Wk; 4C 4444 M#,kXV Th—dy Qb MZD13 U3'4':3 P`#€+— 24 $11,20 S12C.
4"33 S—", 972013 14,11,,y 14.1 $,I�46 00
Saturday Sunday Total
Overall Mileage of Service 2 2.1 42.1
Overall Hours of Service 0.5 0.6 2.3
EXHIBIT B
IGA AGREEMENT
INTERGOVERNMENTAL AGREEMENT
BETWEEN
THE REGIONAL TRANSPORTATION AUTHORITY
AND THE
VILLAGE OF OAK BROOK
REGARDING
PILOT FOR LAST MILE TRANSPORTATION SERVICES
This Intergovernmental Agreement ("Agreement') is made this day of
k J, 2018, by and between the REGIONAL TRANSPORTATION AUTHORITY, an Illinois
municipal corp6tion ("RTA")and the VILLAGE OF OAK BROOK (the"Village") (each individually referred
to as a"Party" and collectively referred to as the "Parties')at Chicago, Illinois,
WHEREAS,pursuant to the Intergovernmental Cooperation Act,5 JILCS 220/1 et seq.,the Village
and the RTA are authorized to enter into this Agreement; and
WHEREAS, the 2018-2023 Regional Transportation Strategic Plan recommends the leveraging of
existing capacity to increase ridership in Suburban employment centers through last-mile services;
WHEREAS, the RTA and Village have reached an agreement to share the costs of operating a
demonstration pilot for last mile transportation services;and
NOW, THEREFORE, the Parties hereto, in consideration of the mutual covenants contained
herein,agree as follows:
I. PURPOSE OF AGREEMENT
The purpose of this Agreement is to memorialize the Parties' intent to cooperate and establish a pilot
project for last-mile connections between Oak Brook,Illinois commercial properties and Metra commuter
rail service.
It. RTA OBLIGATIONS
The RTA will provide funding,technical guidance and data analysis to assist the Village with development
and operations analysis of the pilot demonstration.
Ill. VILLAGE OBLIGATIONS
a. Service Provision
The Village will procure the operations, management and marketing of the services from a third party
vendor (ride/service provider) and will coordinate with local corporate partners, as described in this
Agreement. The Village shall make every reasonable effort to provide and support the services as
described in this Agreement. Should service be suspended for any reason, the Village shall endeavor to
restore service as soon as practical. The Village shall have the right to make minor revisions to the service
during the term of this Agreement upon written notification to and concurrence by the RTA. The Village
will not be responsible for any failure to provide the service due to circumstances beyond its control. No
payment shall be due from the RTA during periods when the Village fails to provide service.
Page 1 of 7
b. Third PartContracts
1. Procurement Process:The Village MUSt follow a procurement process that complies with
all applicable local, state and federal laws, The Village will obtain RTA written approval
before issuing procurement documents and before executing any contracts for which RTA
will be providing reimbursement. The Village will notify the RTA of any contracts and any
subsequent amendments, within five (5) days of execution, The Village shall provide a
copy of all fully executed contracts and any subsequent amendments to the RTA at the
time of said notice via electronic mail.
2. Contracts: The Village will execute any contracts with a third party vendor within six (6)
months from the execution of this Agreement, Each contract between the Village and any
third party vendor must require the third party vendor to agree to be bound by all the
terms and conditions of this Agreement applicable to third party vendors. The Village
shall be solely responsible for payments to third party vendors,
3. Insurance: In all contracts with third party vendors to provide the service described
herein, the Village shall require the third party vendors to name the RTA as an additional
insured under the third party vendor's general and vehicle liability policy of insurance
with respect to claims asserted against the RTA arising from any covered acts or omissions
of the third party venclor(s) in connection with the services as described in this
Agreement. The Village shall also require third party vendors to maintain workers'
compensation insurance at the levels required under applicable local, state and federal
law. All third party vendor insurance policies required in this Agreement must be
maintained in amounts comparable to coverage typically held by similarly situated
companies in the industry. Certificate(s) of insurance of said third party vendor
evidencing the insurance coverage required herein should be provided to the RTA within
five(5)days of execution of any contracts entered into between the Village and any*third
party vendor, The third party vendor shall bear all responsibility and cannot pass any
liability on the customers.
IV. SCOPE OF SERVICES—RIDE PROVIDER/THIRD PARTY VENDOR
The Village will enter into an agreement with a ride/service provider that will provide at a
minimum, last-mile transit connections that meet the following requirements:
a. Weekday service,except major holidays, between either Metra Union Pacific West Line Elmhurst
station or Metra Burlington Northern Line Hinsdale station and the commercial properties
participating in the project funding,
b. Pick-up at Metra station between 7 00a — 9:30am and at participating properties between
3.-30pm—6:30pm.
C. Maximum wait time at the morning pick-up of 5 minutes ifter Metra scheduled train arrival and
delivery to Metra station in evening no less than 5 minutes prior to Metra scheduled arrival,
cl. Service will be ADA accessible.
e. App-based ride request and payment, with real-time vehicle location/arrival time at pickup
location.
f. App will enable a fee structure which will differentiate between employees of partner properties
and any member of the public to ride between designated pick-up and drop-off locations.
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g. Complete anonymized detail of trip data will be made available(time and location of pick up and
time and location nfdrop-otf) unaweekly basis.
V.
PAYMENTTERMS
o. For the first year of the contract between the Village and ride provider/third party vendor, the
Village will invoice the RTA monthly for reimbursement of eighty(80) percent of the services rendered in
the preceding month (monthly fixed cost). Each invoice will contain adetailed breakdown ofthe number
rides taken including the time of day, origin and destination of each ride as well as supporting
documentation from the ride provider/third party vendor. The invoice should bedirected tothe attention
of Peter Fahnenwa|d, Manager Strategic and Corridor Planning, RTA at the address set forth in Section
VUlorhis designee,
b, During the second year of the contract between the Village and ride provider/third party vendor,
the Village will invoice the RTA monthly reimbursement of fifty (50) percent of the services rendered in
the preceding month and follow the requirements set forth in Paragraph V. a,above,
C. The RTA will pay all amounts properly owing to the Village within thirty(30)days following receipt
ofsuch invoice and supporting documents for the prior month ofservice.
d� The RTA reimbursement for total costs associated with this Agreement will not exceed the lesser
of one hundred twenty thousand dollars ($120,000) or the total of eighty percent (80%) of the Village's
actual reimbursable expenses for the first year of the contract between the Village and ride provider/third
party vendor, The RTA reimbursement for the second year of the contract between the Village and
ride/provider/third party vendor will not exceed the lesser of fifty percent (50%) or eighty-two thousand
five hundred dollars ($82,500)of the Village's actual reimbursable expenses.
e. The Village shall not be obligated to authorize the ride service until the Village has received
payment from the local corporate partners utilizing the services in the following amounts:
a. During the first year of the contract with the ride provider, the local corporate partners
will pay twenty percent(20%)of the Village's actual reimbursable expenses,not to exceed
thirty thousand dollars ($30,OOO); and
b. During the second year of the contract with the ride provider,the local corporate partners
will pay fifty percent (50%) of the Village's actual reimbursable expenses, not to exceed
eighty-two thousand five hundred dollars ($QZ,5O0).
f. The Village may enter into a contract with asen/ice provider that can be canceled on 14 days'
written notice if it does not receive required payments from the RTA or the local corporate partners. The
Village's contract(s) with the local corporate partner(s) may hold the local corporate partner(s)
responsible for all payments in excess ofthe amounts to be initially obligated by the local corporate
partner(s) ifcosts exceed amounts covered byRTA payments.
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V1. GENERAL TERMS AND CONDITIONS
o'
Warranties and Representations
In connection with the execution of this Agreement, RTA and Village each warrant and represent that it
is legally authorized to execute and perform or cause to be performed this Agreement under the terms
and conditions stated herein.
b. Nion Liability of Public Officials
No official, employee or agent of RTA nrVillage will be charged personally by the other party with any
liability or expense of defense or be held personally liable under any term or provision of this Agreement
or because of RTA's or Village's execution or attempted execution or because of any breach hereof.
C,
Independent Relationship
The Village is an independent entity and not an employee, agent, joint venture, or partner of the RTA.
Nothing in this Agreement shall be construed as creating any other relationship between the RTA and the
Village.
_
Indemnification
Notwithstanding any insurance provisions contained herein, the Village and all third party vendors will
indemnify, defend and hold harmless the RTA, its officers, agents, and employees from and against any
and all liability, claims, suits, losses, damages and expenses caused by the negligence of the Village, its
officers, agents,vendors and employees which may arise out of the operation of transportation services
provided pursuant tothis Agreement, The RTA will provide immediate notice ofany claims, suits, losses,
damages and fully cooperates with the defense of any claims or lawsuits. This indemnification does not
extend tonegligent, willful and wanton, reckless orintentional conduct ofthe RTA, its officers, agents,
servants and employees.
e.
Compliance with Laws
The Village represents that in the performance of its duties hereunder, it has complied and shall comply
with all federal, state and local laws,ordinances and regulations. |tshall further contractually require any
third party vendor providing services in conjunction with this Agreement to comply with all federal,state
and local laws, ordinances and regulations.
f. Entire Agreement
This AgreEment,and any exhibits attached and incorporated hereto,will constitute the entire Agreement
between the Parties and no other warranties, inducements, considerations, promises orinterpretations,
which are not expressly addressed herein, will be implied or impressed upon this Agreement.
8� Counterparts
This Agreement may be comprised of several identical counterparts,each of which may be fully executed
by the Parties hereto and,once executed, will be deemed an original having identical legal effect,
h. Authority
The Village and RTA represent that their representatives whose signatures appear below have the power
and authority to enter into this Agreement and to obligate the Village and the RTA to the terms of this
Agreement.
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L Amendments
No change, amendment, modification or discharge of this Agreement, or any part hereof, will be valid
unless in writing, and signed by the authorized officer(s) of Village and RTA or their respective successors
and assigns.
j. Severabilit
U any provisions of this Agreement will be held or deemed to be or will in fact be inoperative or
unenforceable as applied in any particular case in anyjurisdiction or in all cases because it conflicts with
any other provision mrprovisions hereof orofany constitution, statute, ordinance, rule oflaw orpublic
policy, orfor any other reason, such circumstances will not have the effect ofrendering any other
provision or provisions herein contained invalid, inoperative, or unenforceable to any extent
whatsoever.The invalidity of any one or more phrases, sentences, clauses or sections contained in this
Agreement will not affect the remaining portions ofthis Agreement orany part thereof.
k' Interpretation
Any headings of this Agreement are for convenience of reference only and do not define or limit the
provisions thereof. Words ofany gender will be deemed and construed to include correlative words of
the other gender. Words importing the singular number will include the plural number and vice versa,
unless the context will otherwise indicate. All references to any exhibitor document will be deemed to
include all supplements and/or amendments to any such exhibits or documents entered into in
accordance with the terms and conditions thereof.All references to any person or entity will be deemed
to include any person or entity succeeding to the rights, duties and obligations of such persons or entities
inaccordance with the terms and conditions ofthis Agreement.
[ Cooperation
RTA and Village agree at all times to use their best efforts to cooperate fully with one another in the
implementation nfthis Agreement.
M. Audit
The Parties agree to maintain books and records related to the performance of this Agreement and
necessary to support amounts charged to the Village and/or the RTA under the Agreement for a minimum
of three (]) years from the termination of the Agreement. The Parties further agree to cooperate fully
with any audit and to make its books and records, and books and records within its custody orcontrol
available to the RTA,the Village or any other governmental agency or agent thereof that is authorized to
audit orinspect such books and records,
». Assignment
Neither RTA nor Village will assign, delegate or otherwise transfer all or any part of their rights o/
obligations under this Agreement, or any part hereof, unless osapproved in writing by the other party.
The absence ofwritten consent will void the attempted assignment,delegation ortransfer and will render
i1ofnoeffect.
o.
Force Maieure
Neither RTA nor Village will be obligated to perform any oftheir obligations hereunder if prevented
from doing by reasons outside of their reasonable control, including, but not limited to, events of
fornemajeure.
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P. Governing Law
The Parties agree that any disputes which arise as a result of this Agreement will be heard in a court
of competent jurisdiction located in the city of Chicago, Cook County, Illinois.
q. Appropriation
This Agreement is subject to the appropriation of funds by the RTA's Board of Directors. If the RTA fails
to make such an appropriation,the RTA may terminate this Agreement.
VII. TERM;TERMINATION
a. Term
This Agreement will commence as of the date of final execution by both Parties and will continue for
24 months after the date of the commencement of the service but no longer than thirty (30) months
from date of final execution.
b. Termination
This Agreement may be terminated by either RTA or Village for any reason upon ninety (90) days
written notice sent to the other party in accordance with Section VIII below. If the Village fails to
commence service within six (6) months,then the Authority may promptly terminate this Agreement
with thirty(30) days' notice to the Village. The Village may also terminate its obligations with the RTA
on thirty (30) days' written notice in the event the Village does not receive a payment from the RTA
within the time specified in Section V.c. or in that same time period from local corporate partners
which are anticipated by the Parties to pay all costs not paid by the RTA.
VIII. NOTICES
Notices under this Agreement will be sent by first-class prepaid mail and electronic mail to Village
addressed to _Village Manager_ and to the RTA addressed to Peter Fahrenwald,Manager Strategic
and Corridor Planning, Regional Transportation Authority, 175 W. Jackson Blvd., Suite 1650, Chicago, IL
60604, FahrenwaldP@RTACHICAGO.ORG. Said notices will be deemed received five business days
after mailing or upon receipt of electronic mail. Either party may change its address for receipt of
notices at any time by providing written notice to the other Party in accordance with this Section
VIII,
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IN WITNESS WHEREOF,the Regional Transportation Authority and the Village ofOak Brook have caused
this Agreement tobeexecuted bVtheir duly authorized officers.
REGIONAL TRANSPORTATION AUTHORITY
Leanne P. Redden Date
Executive Director J*-
VILLAGE OF OAK BROOK .
/
'
—Z-71 2'27-2018
Signature Date
Name
Tide
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