HomeMy Public PortalAboutC-20-038 - Lyft, Inc. Amendment No. 1, On-Demand Ride Services0_1 10 AMENDMENT NO. I
TO SHORT-TERM CODES AGREEMENT
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1 THIS AMENDMENT TO THE SHORT-TERM CODES AGREEMENT
("Amendment") by and between the CITY OF CARSON, a California municipal corporation
( v ("City") and LYFT, INC., a Delaware corporation ("Consultant"), is effective as of the 12th day
of August, 2020.
U
RECITALS
A. City and Consultant entered into that certain Short -Term Codes Agreement
effective April 10, 2020 ("Agreement"), whereby Consultant agreed to provide City with codes to
facilitate the provision of City -subsidized Lyft rides to eligible participants in response to the
emergency needs created by the COVID-19 pandemic and the declared local emergency in the
City related thereto.
B. The Agreement was fully executed on April 10, 2020, and was effective for three
months from the date of full execution thereof (the "Term").
C. Due to the unexpectedly prolonged existence of the COVID-19 pandemic, the
declared local emergency in the City, and the needs created thereby, City and Consultant now
desire to amend the Agreement to extend the Term until January 1, 2021, and to ratify and affirm
the continuous and uninterrupted Term of the Agreement from April 10, 2020 through the effective
date of this Amendment.
TERMS
1. Contract Changes. The Agreement is amended as provided herein.
A. Section 5, "Term," of the Agreement is hereby amended to
read in its entirety as follows (additions shown in bold italics,
deletions in strilethreugh):
"This Order Form shall be valid for- throe .Me from the Order
Form Effective Date (as defined above) until January 1, 2021 (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."
01007.0001/663306.1
2. Continuing Effect of Agreement. Except as amended by this Amendment, all
provisions of the Agreement shall remain unchanged and in full force and effect. From and after
the date of this Amendment, whenever the term "Agreement" appears in the Agreement, it shall
mean the Agreement, as amended by this Amendment to the Agreement.
3. Affirmation of Agreement; Warranty Re Absence of Defaults. City and
Consultant each ratify and reaffirm each and every one of the respective rights and obligations
arising under the Agreement. Each party represents and warrants to the other that there have been
no written or oral modifications to the Agreement other than as provided herein. Each party
represents and warrants to the other that the Agreement is currently an effective, valid, and binding
obligation.
Consultant represents and warrants to City that, as of the date of this Amendment, City is
not in default of any material term of the Agreement and that there have been no events that, with
the passing of time or the giving of notice, or both, would constitute a material default under the
Agreement.
City represents and warrants to Consultant that, as of the date of this Amendment,
Consultant is not in default of any material term of the Agreement and that there have been no
events that, with the passing of time or the giving of notice, or both, would constitute a material
default under the Agreement.
4. Adequate Consideration. The parties hereto irrevocably stipulate and agree that
they have each received adequate and independent consideration for the performance of the
obligations they have undertaken pursuant to this Amendment.
5. Authority. The persons executing this Amendment on behalf of the parties hereto
warrant that (i) such party is duly organized and existing, (ii) they are duly authorized to execute
and deliver this Amendment on behalf of said party, (iii) by so executing this Amendment, such
party is formally bound to the provisions of this Amendment, and (iv) the entering into this
Amendment does not violate any provision of any other agreement to which said party is bound.
[SIGNATURES ON FOLLOWING PAGE]
01007.0001/663306.1
IN WITNESS WHEREOF, the parties hereto have executed this Amendment on the dates
set forth below, with express intent that this Amendment shall be effective as of August 12, 2020.
APPROVED AS TO FORM:
ALESNIRE & WYNDER, LLP
Sunny K. Soltani, City Attorney
JBRJ]
CITY:
CITY F CARSOal corporation
(7
Al ert Robles, Ma r I
CONSULTANT:
LYFT, INC., a Delaware corporation
(Sun 15, 2020 11:48 PDT)
Name: Matt Reagan
Title: Vice President and Assistant Secretary
Address: 185 Berry Street, Suite 5000
San Francisco, CA 94107
Two corporate officer signatures required when Consultant is a corporation, with one signature required from each of the
feltowing groups: t) Chairman of the Board. President or any Vke President; and 2) Secretary, any Assistant Secretary,
Chief Financial Officer or any Assistant Treasurer. CONSULTANT'S SIGNATURES SHALL BE DULY NOTARIZED,
AND ;APPROPRIATE ATTESTATIONS SHALL BE INCLUDED AS AIAZ BE REQUIRED 111- TIIE BI'L WS,
ARTICLES OF INCORPORATION, OR OTHER RULES OR REGULATIONS APPLICABLE TO CONSULT L\T'S
BUSINESS ENTITY.
0IM7 0001;663306 1
CITY OF CARSON
CONTRACT COMPLETION NOTICE
CONTRACT TITLE: Lytt, Inc.
1009
0106
HAS BEEN COMPLETED. ALL SPECIFICATIONS OF THE CONTRACT HAVE BEEN
FULFILLED AND FINAL PAYMENT TO THE CONTRACTOR HAS BEEN AUTHORIZED.
Date Completed January 1, 2021
Contract No. 20-038 P.O. No. 22100482
Program No. N/A Amount $30,000
Contractor Name Lyft
COMMENTS:
Dept. Director Signat a Date
- RETAIN A DEPARTMENT COPY
- TRANSMIT ORIGINAL AND TWO COPIES OF THIS DOCUMENT TO THE ACCOUNTING
DIVISION
(FOR ACCOUNTING USE ONLY)
❑ City Clerk Co ❑ Purchasing Copy
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Dept. Director Signat a Date
- RETAIN A DEPARTMENT COPY
- TRANSMIT ORIGINAL AND TWO COPIES OF THIS DOCUMENT TO THE ACCOUNTING
DIVISION
(FOR ACCOUNTING USE ONLY)
❑ City Clerk Co ❑ Purchasing Copy