HomeMy Public PortalAboutC-20-038 - Lyft, Inc. Short-Term Codes Agreement, Ride Services (COVID-19)fY�
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LVFT. INC.
SHORT-TERM CODES AGREEMENT
01007000t.'6398477
Lyft Carnmereral Lcgat
Last Updated Marsh 2020
1. -Agency-
Full Legal Name:
City of Carson
Postal Address for Legal Notices:
701 Fast Carson Stmt
Carson, CA 90745
Email Address for Legal Notices
ijo(aNmrson.ca.us
Postal Address for Billing:
701 East Carson Street
Carson. CA 90745
Contact Name for Billing:
Accounts Payable
Email Address for Billing.
aceountspayablef r=snn.ca us
2. "LyR"
Full Legal Name_
Lyit, Inc.
Postal Address for Legal Notices
185 Bary Street, Suite 50M
San Francisco, CA 94107
Email Address for Legal Notices:
lef'alnotices (0%ft.com
3. "Agreement"
The Lyft Platform Services selected below and any additional fees will be applied to the Agency set forth
above and its associated account(s). "Services" means the Lyft codes and/or credits requested by Agency.
This Order Form, and any attachments or exhibits attached hereto are hereby incorporated into and subject to
the Lyft Business Terms of Service as set forth at htWs-J..+go.lyfibusiness.com/trrms-af-service (the
"Agreement) which Agency agrees to and accepts, with the exception of Section 17, "Arbitration"
Capitalized terms used but not defined in this Order Form shall have the meanings provided to them in the
Agreement. In the event of any direct conflict between the terms of this Order Form and the LyR Business
Terms of Service, then the terms of this Order Form shall control. The person signing on behalf of Agency
and Lyft represent that they have the full authority to execute and bind the respective parties to this Order
Forst Provided that both parties execute this Order Form, this Order Form shall be effective on the Order
Form Effective Date.
4. "Order Form
The date this Order Form is signed by both parties.
Effective Date"
& "Term"
This Order Farm shall be valid for three (3) months from the Order Form EfTective Date (as defined above)
(the `Term"). Notwithstanding the foregoing, Lyft understands and acknowledges that Agency execution of
the Order Form is made pursuant to an emergency Agency Disaster Council approval action that is subject to
ratification by Agency's City Council, which is anticipated to be considered on April 7, 2020, Accordingly,
Lyft and Agency understand and agree that if such ratification is disapproved by Agency's City Council, the
Agreement will be deemed null and void. The parties may, in good faith, negotiate a longer-term General
Services Agreement for continued and additional Lyft products and services.
01007000t.'6398477
Lyft Carnmereral Lcgat
Last Updated Marsh 2020
6. Purpose
Agency wishes to provide eligible participants IS years ofage or older with Lyft Ride Codes to use for Lyft
Standard Rides to gain access to essential services as a resident of the City of Carson during the COVED -19
crisis (the "Participants"). Notwithstanding the foregoing, the Rides and Ride Coda are not intended to be
used for or as an alternative to emergency midi®1 transportation services such as 911 services. Ride Codes
shall only be available for Rides that begin and end within the boundaries of the City of Carson.
7. Products
Agency will use the Lyft Services selected below_ Descriptions of each Product can be found ar
r rC[a1:g4t_ 11 it. ccrnm/rntcrl+risc-p nxiuct�urirkl -Check all idiot apply
X Lyft Codes
h3. Code Terms, as
Time and Date Restrictions, if any: 7 days a wetly 24 hours per day
applicable
Geo -Fence Restrictions, if any: Trip mast start and end within City boundaries
Code Quantity: Single code (per redemption) up to 2,000 maximum redemptions
Lyft Value Per Code: Valid for up to 20 rides per month, covering 50% of each ride, up to 910 per ride
'Code Use is restricted to Lyft Standard Rides (onlyforpurposes of this Agreement)"
C Code Naming Preference (max 11 +J orTzelers).•
Codes Request Process: To purchase Codes and/or Credits, the Agency representative identified above, or
his or her designee, must send an email to transitVyfLeom, which contains 1) the number of Codes
requested, 2) the price attributable to each Code (if applicable), and 3) any additional Code parameters
(collectively, the "Credit Request"). Agency rclnescuts and warrants that the person submitting Code
Requests has the requisite express, actual authority to purchase Coda on behalf of Agency. Upon Lyn's
receipt of a Credit Request () Lyn agrees to sell, transfer and/or deliver the Codes to Agency within five (5)
business days, and (ii) Agency agrees to pay for any usage of the Codes, subject to the trams and conditions
herein. Agency can request a refund for Codes by emailing trausitga lyiLcom at least seven (7) days prior to
the intended cancellation date. Cancellations take approximately three (3) business days to process.
Notwithstanding the foregoing, if Agency's Codes have been redeemed at any point prior to the successful
processing ofthe cancellation request. Lyft will not be able to fulfill Agency's cancellation request or edit
the Code in any way.
Use of Codes: In order to use the Code, Participants approved on behalf of Agency ("Riders') who seek
transportation services to and from locations in the City to access businesses providing essential goods or
services such as grocery stores or pharmacies ("Ride(s)") must (a) download and install the Lyft mobile
application ("Lyft App') on a compatible mobile device; (b) create and maintain and active Lyn account,
including agreeing to Lyft's Terms of Service(lhnps: 1%%ww.kk fa.conm/tettns ), as may be updated from time to
time; (c) successfully redeem the Code in the Rider's Lyft App; (d) take a Ride provided by a Driver
authorized to provide independent driving service using their own vehicle on the Lyft App ("Driver(s)) via
the Lyft App which qualifies for Code redemption under this Order Form; and (e) successfully apply the Lyft
credit at the end of the ride. For a Ride taken by a Rider that exceedE the amount of the L_ n Code available
Lyft will charge the Rider's Personal navment method on file.
9. Participant
Agency agrees that it will provide all Participants with the COVID-19 Rider Consent attached hereto as
COVID-I9
F ; it . Agency understands drat all Participants should affirmatively accept the conditions set forth in
Consent
Exhibit A-
10. Payment Terms
10.
Lyft Codes
Lyn will provide one single Code that will apply for all Rides, with a maximum of 2,000
redemptions under this Order Form.
Value per Code: Valid for up to 20 rides per month, covering 50% of each ride, up to a
maximum City subsidy of S 10 per ride -
Budget
(Select One)
It is the intention of the Parties that Agency not exceed the $300.000 amount during the
Term (the "Budget').]
Invoice and
Payment
I.vft Codes Offline Invoice
Agency will pay Lyn for all services rendered within thirty (30) days of receipt of Lyn's
correct and undisputed invoice. Lyft will invoice or charge Agency for the full dollar
amount of actual Codes redeemed by Agency or its Riders for the preceding month in
accordance with the Agreement.
=R."
Reports: Along with the invoice, Lyn shall provide Agency with a report which, in addition to other
information. Wy include: a the number of Rides • and b the cost per Ride for which a Code was
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Lyft Commercial Legal
Last Updated Manch 2020
010070001/639847 7
Lyft Commercial Lugar
Last Updated March 2020
redeemed ("Report").
12. Limitations an
TO THE RULF.ST EX1t-NT PEklal7 D BY LAW, IN NO FVF-W SHALL EITHER PARTY BE
Liability
LIABLE FOR ANY CLAIM FOR ANY INDIRECT; PuNR3vE, INCIDENTAL, F_xFMPLARY,
SPECIAL OR CONSEQUEN71AL DAMAGES, FOR LOSS OF GOODWILL, FOR LOSS OF BUSINESS
PROFITS, OR DAMAGES FOR LOSS OF BUSINESS, OR IHSS OR INACCUkACY OF DATA OF ANY
KIND, OR OTHM INDIRECT ECONOMIC DAMAGES, WHE-11 R 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(5) ARISING FROM OR RELATING TO THE
AGREEMENT, SHALL BE LIMTTEM TO DIRECT PROVABLE DAMAGES AND SHALL NOT
EXCEED, IN ANY EVENT, TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000). THIS
LRAITATTON OF LIABILITY SHALL NOT APPLY TO OUTSTANDING AMOUNTS OWED BY
AGENCY FOR FEES INCtIRIFD BY RIDERS, NOR SHALL IT LIMIT THE SCOPE OF LYF rS
COMMERCIAL. AUT0MOBILE LIABILITY POLICY OR THE OTHER INSURANCE COVERAGES
PROVIDED BY LYFT PURSUANT TO THIS AGREEMENT.
13. 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:
Workers' Compensation Insurance in accordance with state statutory taws. including Employers' Liability
with minimum limits of$1,000,000 for each accident.
Commercial General Liability Insurance with limits of 51,000,000 per occurrence, 52,000,000 in the
aggregate for bodily injury and property damage. The policy shall include coverage for liabilities arising out
ofprsntises, operations, independent contractors, product and completed operations, personal and advertising
injury and contractual liability.
Commercial Automobile Liability Insurance with limits of 1,000,000 for each accident for third party bodily
injury and property damage, including Una' m=d{Underfin=d motorist coverage with limits in accordance
with local regulations.
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. Agency shall be included as
an additional insured via blanket endorsement on the Commercial General Liability policy_ The fact that Lyft
has obtained the imwmnc c required hereunder shall in no manner lessen or otherwise affect Lylt's other
obligatiions or liabilities set forth in this Agreement.
14. Additional
Both Parties acknowledge and agree that the services provided pursuant to this Agreement do not constitute
Conditions
-designated public transportation" for purposes of 49 C F.R. §3711. Additionally, Lyft is not performing
transportation services for the general public under this Agreement, and therefore this Agreement is not
subject to 49 C.F.R. §37.23_ Agency will offer ADA -accessible transportation alternatives pursuant to its
Dial -a -Ride program on a 2411 basis throughout the term of this Agreement. Additionally, Agency represents
and warrants that it will not knowingly use the Lyft Platform or Service in any manner that violates applicable
regulations, policies, or guidance, published by the FTA (Federal Transit Administration) at
�IL�}ti:.'.'i444'S.Lli1'.:x Ll {1;,�{t V,:haTC.l-muni=i or hun5 _. "..w trmrsit.dut;�vpo,, /. Prior to any Rides taken under
this Agreement, Agency represents and wan -ants that Agency will notify its Riders that such Riders'
information may be subject to applicable public disclosure laws and subsequently be made public to the extent
required by law following requests for such information.
Agency is subject to applicable public disclosure Iaws, which may include (but not limited to) the California
Public Records Act ("PRA"). Agency will make its best efforts to notify Lyft of any PRA request for this
Agreement to allow Lyft to redact proprietary information which is exempt from disclosure under the PRA
For avoidance of doubt, all personal information of Riders will be redacted from any disclosure request in
compliance with Lyft's Privacy Policy, to the extent such information is exempt from disclosure under the
PRA.
This Agreement may be terminated by Agency, with or without cause, upon thirty (30) days' written notice
to LyR.
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Lyft Commercial Lugar
Last Updated March 2020
No officer or employee of Agency shall be personally liable to LA or any successor in interest, in the event
of any default or breach by Agency or for any amount, which may become due to Lyft or to its successor, or
for breach of this Agreement.
Each party represrstts and warrants that it will comply with all applicable laws and regulations in the
performance of its obligations pursuant to this Agreement. Additionally, each party agrees to defend,
indemnify and hold harmless the other party and its elected and appointed officers, employees and agents
from and against any and all third party claims, actions, proceedings, damages, losses, expenses, costs, fees
(including attorneys' fees), errors, omissions, forfeitures, and penalties arising from or related to a (l) breach
of any provision of this Agreement; or (2) failure to comply with any applicable law or regulation in the
performance of its obligations pursuant to this AgmmenL This indemnification obligation supersedes any
and all indemnification provisions set forth in Lyft's Business Terms of Service, and shall survive termination
or expiration of this Agreement
This Agreement shall be governed by and construed in accordance with the laws of the state of California
without regard to its conflict of laws provisions.
To the extent required by applicable law, Lyft covenants that, by and for itself, its heirs, executors, assigns
and all persons claiming under or through them, that there shall be no discrimination against or segregation
of; any person or group of persons on account ofrace, color, creed, religion, sex, gender, sexual orientation.
marital status, national origin, ancestry, or other protected class in the performance of this Agreement. Lyft
shall take affirmative action to ensure that applicants arc employed and that employees are treated during
employment without rugmd to their race, color, creed, religion, sex, gender, sexual orientation, marital status.
national origin, ancestry, or other protected class.
To the extent required by applicable law, Lyft covenants that neither it, nor any officer or principal of its firm,
has or shall acquire any interest, directly or indirectly, which would conflict in any manner with the interests
of Agency or which would in any way hinder Lyft's performance of service under this Agreement. Lyfi
agrees to at all times avoid conflicts of interest or the appearance of any conflicts of interest with the interests
of Agency in the performance of this Agreement-
To
greementTo the best of its knowledge and to the extent required by applicable law, no official, officer, or employee of
Agency has any financial interest, direct or indirect, in this Agreement, nor shall any official, officer, or
employee of Agency participate in any decision relating to this Agreement which may affect hislber financial
interest or the financial interest of any corporation, partnership, or association in which (s)he is directly or
indirectly interested, or in violation of any corporation, partnership, or association in which (s)he is directly
or indirectly interested, or in violation of any State or municipal statute or regulation. The determination of
"Financial interest" shall be consistent with State law and shall not include interests found to be "remote- or
"nonintemsts pursuant to Government Code Sections 1091 or I091S_ Lyft warrants and represents that it
has not paid or given, and will not pay or give, to any third party including, but not limited to, any Agency
official, officer, or employee, any money, consideration, or other thing of value as a result or consequence of
obtaining or being awarded any agreement Lyft further warrants and represents that it has not engaged in
any act(s), omission(s), or other conduct or collusion that would result in the payment of any money,
consideration, or other thing of value to any third party including, but not limited to, any Agency official,
officer, or employee, as a result of consequence of obtaining or being awarded any agreement. Lyft is aware
of and understands that any such act(s), omission(s) or other conduct resulting in such payment of money,
consideration, or other thing of value will render this Agreement void and of no force or effect.
This Agreement may be executed in counterparts, each of which shall be deemed to be an original, and such
[signatures on the following page]
01007 0001'638847 7
Lyfi Commercud Legal
Last Updated March 2020
IN WrrNESS WIiEREOF, the patties hereto hati a executed this Agreement on the dates set forth
AGENCY
By M.7drkRobecSSiApY10.7020] �y
Printed Name: Marr Roberts Printed Name- Albert Robles
Title: Head of Business Strateev. TBS
Date, Apr 10, 2020
01007 00011636847 7
Lyfl Commercial Lgpl
Last Updated March 2020
Titk:
Date: 0-v0 41
APPROVED AS TO FORM
By;
Benjamin R Jones, Assistant City Attorney
for Sunny K. SOltani, City Alto
ATTFSf
Donesia Gausc-Aldan, City Clerk
1, � !I F5 �6:,
EXHIBIT A
COVID-19 RIDER CONSENT
As an eligible Participant receiving Ride Codes under the Program, you acknowledge and accept
any Program benefits and use of the Lyfi App is subject to the following conditions:
All Riders and Drivers are asked to stay home if they are sick and should work with a medical
professional to discuss transportation options if they need to see a doctor. Per the Center for Disease
Control and Prevention (the "CDC"), anyone who suspects they may have or is diagnosed with
COVID-19 should not use ridesharing_ For more information on COVID-19 and CDC guidelines,
visit the CDC's website
01007.0001)636847 7
Lyfl Commercial Legal
Last updated March 2020