1 Bay Wheels Daly City Expansion Program Agreement
THE BAY WHEELS DALY CITY EXPANSION PROGRAM AGREEMENT (”this Agreement”) is entered into as of April 15, 2025 (the “Effective Date”) between the Metropolitan Transportation Commission (“MTC”), a regional transportation planning agency established pursuant to California Government Code § 66500 et seq., having an office at 375 Beale Street, Suite 800, San Francisco, CA 94105, Lyft Bikes and Scooters, LLC (“Lyft”) and Daly City (together the “Parties”) and supplements, refers to, and, where specifically enumerated, incorporates specified terms of the Bay Area Bike Share Program Agreement dated December 31, 2015 between Lyft and MTC (the “Program Agreement”) as amended.
This Agreement refers to and, where specifically enumerated, incorporates sections of the Regional Funding Agreement (the “Regional Funding Agreement”), between Lyft and MTC, dated October 29, 2023.
Additionally, this Agreement refers to and, where specifically enumerated, incorporates sections of the Coordination Agreement (the “Coordination Agreement”), between Lyft, MTC and the Participating Cities, dated December 31, 2015.
Capitalized terms not otherwise defined herein shall have the meaning given to them in the Program Agreement, Regional Funding Agreement, and/or Coordination Agreement.
In the event of a conflict between this Agreement, the Program Agreement, and/or the Coordination Agreement, this Agreement shall have precedence.
1. Term.
1.1. Lyft agrees to provide the Services in Daly City for at least two years or until the end of the Program Agreement, both subject to operating funding availability. If the Program Agreement ends before two years of operations in Daly City, Lyft may cease operations in Daly City. At the end of the term or when operations have ceased, Lyft shall work in good faith to remove Equipment within 90 days or coordinate with MTC and Daly City to identify a schedule for removing equipment to a place of MTC’s discretion in accordance with Section 5 Ownership.
2. System Equipment
2.1. Bikes
(a) Docked-Only Cosmo E-bikes
(i) MTC shall be responsible for providing up to $547,600 in funding for Lyft to deploy a total of 148 docked Cosmo e-bikes. Lyft agrees to initially purchase and deploy a minimum of 80 on-ground docked Cosmo e-bikes. The 68 additional purchased bikes are expected to be distributed as outlined below, though the exact distribution among the various categories may differ depending on circumstances. If the annualized bleed rate is over 30%, Lyft shall work in good faith to rebalance bikes ending in San Francisco back to the Daly City Service Area:
(1) On-Ground Fleet of docked Cosmo e-bikes: 80. “On-Ground Fleet” is defined as the number of bicycles deployed in the defined service area that are available to rent, in ride, with the redistribution team or awaiting repairs. (2) Theft replacement (5% or 4 e-bikes per year): 8
Exhibit 2: Sample Bay Wheels Expansion Program Agreement
2 (3) Bleed replacement (bikes leaving Daly City and ending in San Francisco, 30% per year or 24 e-bikes per year): 48. “Bleed Rate” is defined as the percentage resulting from subtracting the number of trips that start outside Daly City and end in Daly City from the number of trips that start in Daly City and end outside of Daly City (the “Net Outflow”), then dividing by the number of deployed bikes at the initiation of Daly City service. For example, if 80 bikes are initially deployed in Daly City, 100 trips start in Daly City and end elsewhere and 98 trips start elsewhere and end in Daly City, the Net Outflow is 2 and the Bleed Rate is 2.5%. The Bleed Rate will be measured monthly and can be annualized by multiplying by 12. If the annualized Bleed Rate is less than 30%, Lyft will deploy from the 68 additional purchased bikes a number of bikes equivalent to the Net Outflow into Daly City. (4) Repairs/Maintenance (15% total): 12
(5) Total: 148
(ii) Monitoring
(1) Lyft shall share data at monthly or quarterly meetings on theft, bleed rate and repairs/maintenance of the MTC funded e-bikes.
(iii) Classic Mode
(1) Lyft shall provide ‘Classic Mode’ on the Cosmo e-bikes for all users whenever there are no classic bikes available at a station.
(iv) Dock to Bike Ratio
(1) Should MTC, Daly City and Lyft deploy less than 127 docks initially, the minimum on-ground bikes shall be calculated by dividing the docks by 1.6 (the dock to bike ratio).
(b) Classic Bikes:
(i) MTC and Lyft shall monitor Cosmo e-bikes in ‘Classic Mode’, a low power mode for the Cosmo e-bikes which is priced the same as a classic bike. If ‘Classic Mode’ is not performing well or not working effectively, as discussed as part of the Monitoring Meetings, as described below, MTC may opt to fund Lyft’s purchase of classic bikes and swap them for on-ground Cosmo e-bikes, for a fleet size not to exceed 80 bikes total. MTC may then provide up to $84,000 (at the current price of $1,750 each, which may be adjusted for PPI), in funding for Lyft to purchase up to 48 classic bikes. (c) Removal of Bikes Not Properly Parked
(i) Lyft shall remove any mis-parked bikes or bikes illegally parked within 24 hours of notification.
2.2. Stations
(a) MTC shall be responsible for providing funding of up to $215,265 for new docking stations, for Lyft to purchase 127 docks at $1,695 per dock, subject to PPI adjustments at the current price, and up to $115,000 in installation and adjustment fees, subject to CPI Adjustment (such docks and stations, along with the aforementioned Cosmo e-bikes and classic bikes, collectively, the “Funded Equipment”).
(b) Lyft shall be responsible for purchasing, storing, and installing 127 docks of the new Pillar station hardware, which can be installed as stations as small as 8 docks, and without a central kiosk.
(c) Installation Fees
3 (i) MTC shall be responsible for providing funding of up to $72,000 to Lyft for installation fees, which are set at $4,000, subject to CPI Adjustment. (d) Station Adjustments
(i) Lyft shall provide station adjustments, making a station larger or smaller, at a cost of $2,500/adjustment, if there is only one adjustment taking place on a day, or $2,000/adjustment if there is more than one adjustment taking place on a day. The Parties shall work in good faith to schedule multiple station adjustments on the same day when possible. The cost of Lyft purchasing a station plate is $215/plate subject to PPI. Regardless of the number of plates removed or added, such changes will constitute one station adjustment instance costing $2,500. For station expansions specifically, if an additional plate(s) is already installed and available to attach a new dock to, the associated cost is $150 per dock. Station adjustment fees are subject to CPI Adjustment. (ii) Lyft shall seek to make station adjustments within 7 days of being notified by both MTC and Daly City.
(e) Station Permitting:
(i) Lyft shall be responsible for producing station site plans, identifying potential station locations, and applying for station site permits, as well as the items listed in Section 11 Station Siting and Permitting.
(f) Phased Deployment:
(i) Lyft shall deploy equipment in a phased approach, to understand the best locations and size of stations, starting with 80 docks, or a number determined by MTC and Daly City, with input from Lyft.
(g) Deployment Schedule:
(i) MTC, Lyft and Daly City shall work to align on a deployment schedule of the remaining equipment, with the goal of creating a well utilized system and seeing the full value of the equipment.
(h) Additional Docks:
(i) MTC may fund Lyft’s purchase of additional docks if additional operating funding is available, subject to the discretion of Daly City and input from Lyft. (i) Equity Priority Communities (EPCs)
(i) Lyft, MTC and Daly City shall work together in good faith with an aim to maintain 20% of total stations in Daly City in EPCs or similar designated areas (including Daly City BART station), using Plan Bay Area 2050 Plus:
https://experience.arcgis.com/experience/44ea7e82901e4132bc577328cec515ef. (ii) Lyft and MTC shall revisit EPC locations in any future contracts with Electing Cities on a case-by-case basis, factoring in the planned service area and operational considerations.
3. Pricing
3.1. Membership Fees and Pricing
(a) Membership and e-bike fees in Daly City shall be consistent with system wide pricing as outlined in Section 4 of the Regional Funding Agreement and Section 9 of the Program Agreement, including but not limited to:
(i) Current annual membership cost of $150, with Section 4.1 of the Regional Funding Agreement and Section 9.2.1 of the Program Agreement allowing for increases by CPI plus 2%.
4 (ii) E-bike per minute fees of $0.15/min for members, subject to CPI plus 2% increase and subject to meeting Regional Funding Agreement Section 8.2 membership threshold (iii) A monthly pass accumulator, as outlined in Section 4.3 of the Regional Funding Agreement, shall apply.
(iv) Lyft will retain ridership revenue attributable to its Bay Wheels operations in Daly City.
3.2. Bikeshare for All
(a) Users in Daly City shall be offered the same Affordability Option (Bikeshare for All) as outlined in Section 9.3 of the Program Agreement. Users in Daly City who sign up for the Affordability Option, shall have the same baseline price protections as in other cities, as outlined in Section 4 of the Regional Funding Agreement and Section 9 of the Program Agreement, currently including but not limited to:
(i) $5 annual membership for the first year and $5 per month thereafter (ii) Member e-bike trips capped at $1
4. Payments
4.1. MTC shall pay 50% of the capital costs up front and 50% when the assets arrive in warehouse.
5. Ownership
5.1. Title at Time of Funding.
(a) Lyft will retain title to the Funded Equipment, subject to MTC’s rights under Section 5.2 below. No Party will have any obligation to replace any of the Funded Equipment, whether lost due to theft or vandalism or otherwise, subject to 2.1(a).
5.2. MTC Right to Take or Transfer Title.
(a) Upon expiration of the Program Agreement or the Regional Funding Agreement, or in the case of early termination by Lyft, or by MTC pursuant to Section 9 below, MTC may, upon written direction to Lyft, elect to (a) take title to the Funded Equipment, (b) require Lyft to transfer title to a third party of MTC’s selection with terms to be negotiated between such third party and MTC, or (c) allow title to remain with Lyft, and in the case of this subsection (c) MTC may request that Lyft remove from service the Funded Equipment. In the case of subsection (a) and (b) in the previous sentence, should MTC take title to the Funded Equipment or require Lyft to transfer title of Funded Equipment to a third party, Lyft shall provide or require applicable third parties to provide, either through license or transfer of ownership, all necessary copyright, patent, trademark, trade secret, and any other intellectual property rights to MTC or third party, as the case may be, necessary for operation of the Funded Equipment.
5.3. Repurchase Obligation.
(a) In case of early termination by Lyft, or by MTC pursuant to Section 9 Termination below, if MTC does not elect to take or transfer title to the Funded Equipment, Lyft agrees to repurchase the Funded Equipment at an amount prorated based on the elapsed time between the Effective Date, or the Funded Equipment purchase date, whichever is later, and the end of the Initial Term of the Program Agreement. The prorated amount would be the total value at the time of purchase of the Funded Equipment divided by the elapsed time, in day increments as described above, multiplied by the difference between the end of the Initial Term of the Program Agreement, or the two year pilot period if the Program Agreement is
5 extended and the termination date, in day increments. For any Funded Equipment that has not been deployed, Lyft agrees to repurchase at its full value.
5.4. Security of Investment
(a) If operating funds are not identified for the second year or any subsequent year, MTC, Lyft and Daly City agree to adjust system as needed to reduce operating costs, such as reducing system size. If it’s determined that the system shall cease operating after Year 1, or a subsequent year in which the Program Agreement remains in effect, MTC has discretion, in consultation with Lyft, to move the equipment to a different city, prioritizing moving it to another expansion city, if such exists. If that is not possible, MTC may distribute it within the existing Service Area. Operating Costs, as outlined in Section 6. Operations below, may apply. MTC shall work in good faith with Lyft on the redistribution of equipment, considering aspects such as system health and finance impact.
6. Operations
6.1. Operating Costs
(a) Operating costs shall follow Program Agreement Appendix B Cost of Equipment as outlined for ‘Other Eligible Cities’ summarized below and included in this Agreement as Appendix A Cost of Equipment
(i) Cost to operate and maintain the Equipment is assessed as a per dock per month cost, subject to CPI Adjustment, during a 12-month period in which the average of 1 Trip per Bicycle per day for the entire Bicycle Fleet in such Eligible City (subject to Bicycle Availability), as noted below:
Table 1: Operating Costs (adapted from Program Agreement Appendix B) Program Agreement
Cost/dock/month
Cost /dock/month plus CPI* Utilization per trip per
bicycle per day
$130 $172.38 <1
$97.50 $129.29 1
$65 $86.19 1.5
$0 $0 >3
*includes CPI adjustment for the 2023 year
(b) MTC is responsible for paying operating costs for docks that are installed and active. If docks are installed and activated part-way into a month, the cost shall be pro-rated. (c) Year 1 Operating Costs
(1) Lyft agrees to assume a utilization of 1 for the first year, so rather than the anticipated $172.38/dock/month for utilization <1, Lyft will instead charge the rate of $129.29/dock/month.
(d) Year 2 Operating Costs
(1) Operation costs in Year 2 shall be based on the average utilization for the previous 12-month period for the entire bicycle fleet within Daly City. (e) Billing Schedule:
(1) MTC shall pay operating costs monthly, after receiving an invoice from Lyft. (f) Daly City BART Station:
(1) MTC and Daly City shall not be responsible for paying operating costs for docks associated with the Daly City BART bikeshare station.
6 7. System Review and Reporting
7.1. Data Review Meeting
(a) Lyft shall include Daly City data in the data it provides to MTC under the Regional Funding Agreement to show return on investment, in the same manner that data from other cities is included, including ridership trends, revenue, operational costs and capital investment depreciation, which will be reviewed in each Review Meeting.
7.2. Monitoring Meetings
(a) Lyft, MTC and Daly City shall have monthly meetings for the first 12 months to discuss increasing or decreasing station size, adding new stations, adding Classic bikes, monitoring station performance and monitoring ‘Classic Mode’,
(b) Data:
(i) In these meetings, Lyft shall provide data showing: number of minutes each individual station was empty or full, number of times a user opened the app and no bikes were available within 400m of the session (absolute and percentage), number of one, two or three star ratings given by users to Classic Mode Cosmo rides and how this compares to standard e-bike and classic rides, the wrench rate for Classic Mode Cosmo rides and how this compares to standard e-bike and classic rides. Lyft shall also provide updates on rideability and releasability to monitor how well the dock to bike ratio of 1.6 is working. (ii) Lyft shall also provide quarterly updates on the bleed rate, number of bikes stolen/vandalized and bicycle repair/maintenance in accordance with currently provided reporting.
7.3. Data Aggregation
(a) Lyft to make Daly City its own service area for data aggregation purposes.
7.4. Mobility Data Specification (MDS) Data
(a) Lyft shall provide MDS data for Daly City to Daly City, MTC, any agencies funding the project, and/or any third-party data platform working with Daly City or MTC on micromobility, provided they sign a reasonable data sharing agreement.
7.5. Data Sharing
(a) Lyft shall add data from the operations of the Daly City system to all data reporting and KPI data that is reported to MTC, including data reporting requirements as outlined in Program Agreement Appendix C, included in this contract as Appendix B - Data Reporting Requirements, and provide data access to Daly City staff and City and County Area Governments of San Mateo County (CCAG) staff.
8. Marketing
8.1. MTC and Daly City shall have the right to market the program. Lyft shall in good faith participate but does not have any financial obligation to engage in marketing efforts. (a) As required in Section 31.0 of the Coordination Agreement, Lyft shall offer one safety training class per quarter in Daly City, during the first four quarters following launch, and after such, offer one safety training class every other quarter in Daly City.
9. Termination
9.1. In the event that Lyft materially breaches the terms hereof and fails to cure such breach within sixty (60) days of having been provided notice of such breach by the non-breaching Party(ies), Daly City and MTC may mutually agree to terminate this Agreement. In the event that MTC or Daly City materially breaches the terms hereof and fails to cure such breach
7 within sixty (60) days of having been provided notice of such breach by Lyft, Lyft may terminate this Agreement.
10. Data Reporting
10.1. Key Performance Indicators and Liquidated Damages (a) Daly City stations and bikes shall be included in all existing KPIs (excluding KPI 13, Service Area Coverage SF) as outlined in Program Agreement Appendix A Key Performance Indicators and Liquidated Damages and included as Appendix C Key Performance Indicators and Liquidated Damages. Liquidated Damages shall not apply to Daly City specific KPIs for the first 3 months, but Lyft shall make best efforts to meet the KPIs during this period. If there are significant safety or upkeep issues with the system, specifically related to KPI 2, Graffiti Removal, and KPI 3 Litter Removal, Lyft shall work in good faith to address the issues in a timely manner. KPI 11 Bike Availability shall be assessed for the e-bikes, requiring 90% of the on-ground fleet be available to rent. MTC shall include Daly City in Liquidated Damages assessments after the first 3 months, but Lyft and MTC shall revisit this in good faith for any future contracts with Electing Cities. (b) Daly City will be eligible to receive liquidated damages only on the following KPIs as they relate to Daly City: KPI 1 Station Cleaning, KPI 2 Graffiti Removal, KPI 3 Liter Removal, KPI 5 Station Activations/Deactivations, KPI 11 Bike Rebalancing, KPI 12 Rebalancing. .
11. Station Siting and Permitting
11.1. Permitting Process
(a) Within 60 days of the Effective Date, Lyft and Daly City shall meet to finalize the process for permit review and issuance and provide an estimate of the time needed to obtain such permits. This shall specify the requirements for submitting applications for Site Permits, Installation Scheduling Permits and Special Traffic Permits, including drawings, photos, surveying and required paperwork.
(b) Nothing in this Agreement shall be construed as a waiver of any local law, rule or regulation in Daly City, or of Daly City’s right to require Lyft to secure the appropriate permits or authorizations for equipment installation on public sites. (c) If any changes are made to stations, Daly City may require Lyft to submit a revision to the permit.
(d) As required by Section 3.7 of the Program Agreement, Lyft shall submit to Daly City revisions to any rejected application for Site Permits for Stations within 60 days of notice of such rejection, such date being subject to extension by Events of Force Majeure.
11.2. Siting Criteria
(a) Within 90 days of the Effective Date, Daly City shall deliver to Lyft the criteria for siting Stations in Daly City (the “Siting Criteria”), which shall include Street Treatment Requirements. Daly City has the right to amend its Siting Criteria, provided that Daly City shall give Lyft not less than 60 days’ notice prior to the effective day of any amendment, and no such amendment shall apply retroactively to Stations that have theretofore been installed. Daly City may elect to use the Exhibit A Station Siting Guidelines of the Regional Funding Agreement and included as Appendix D of this Agreement.
8 11.3. Locations and Alternatives
(a) Daly City and MTC have the right to propose station locations to Lyft that meet the required guidelines provided by Lyft, the current version of which is attached hereto as Appendix D Station Siting Guidelines. If Lyft rejects the location, Lyft must provide three (3) alternatives within 1,000 feet of the original proposed location. If MTC or Daly City reject the three (3) alternative locations, MTC or Daly City shall propose a viable alternative location within 1,000 feet of the initial rejected location or start over with a new proposal somewhere else.
11.4. Site Selection Process
(a) Public Outreach
(i) Lyft and Daly City shall agree on a clear process for site selection and responsibilities related to community outreach, including any required outreach to residents, business and community groups within affected areas. After aligning on that process, Lyft and MTC shall work in good faith to assist Daly City during any public review processes, including presentations to community groups or public hearings.
11.5. Site Plans on Public Property
(a) Lyft shall meet the requirements for site plans on public property, as outlined in Section
18.0 of the Coordination Agreement, below:
SECTION 18.0 SITE PLANS ON PUBLIC PROPERTY
18.1 In connection with the submission of an application for a Site Permit for a Site on public property, Operator shall provide photographs of such Site along with a Site Plan for approval by the applicable Participating City. No Station on public property may be installed, re-installed or adjusted absent approval by the applicable Participating City of the Site Plan for such Station.
18.2 A Site Plan for Stations on public property shall conform with all elements and dimensions relevant to the Siting Criteria including but not limited to Street Treatment Requirements, relevant utilities, doorways, street and sidewalk widths and obstructions, building numbers and amenities. All Site Plans shall be prepared to scale and must be signed by a California-licensed engineer or architect.
18.3 All work on public property must conform to the Site Plan approved in connection with the issuance of a Site Permit.
18.4 In the event that changes to the Site Plan as so approved are required at the time of installation or Adjustment, Operator shall obtain approval from the applicable Participating City for the necessary changes prior to such installation or Adjustment provide such Participating City with an updated Site Plan reflective of the Station’s actual, installed condition within 30 days of such installation or Adjustment.
18.5 Operator shall schedule and complete Station installation, De-Installation, relocation, Re-installation or Adjustment upon receipt of permits.
12. Construction and Technical Requirements
12.1. With respect to this Agreement, Lyft shall comply with the requirements outlined in Section 22 of the Coordination Agreement, Construction and Technical Requirements, below:
SECTION 22.0 CONSTRUCTION AND TECHNICAL REQUIREMENTS
22.1 Operator shall have displayed (a) on each Station and each Bicycle within the
9 Program Area, a unique identifying number that shall be tracked by Operator and made available to MTC and the Participating Cities, and (b) on the handlebars of each Bicycle within the Program Area, safety instructions, including bicycle rules.
22.2 During installation of a Station, Operator shall undertake appropriate efforts, in conformance with all applicable rules and regulations, to ensure safety and to prevent accidents at its work sites, including, if necessary, the placing and maintenance of proper guards, fences, barricades, security personnel and bollards at the curb and suitable and sufficient lighting.
22.3 Operator shall provide, install and maintain, during the installation of a Station, appropriate traffic markings and devices as may be reasonably required by the Participating Cities for on-street locations pursuant to this Agreement.
22.4 Operator shall participate in the Underground Service Alerts program (http://usanorth811.org) to automatically get alerts when utilities are doing work that may affect the Stations.
22.5 All traffic control, warning and guidance devices employed by the Operator during Station installation must conform to the California Manual on Uniform Traffic Control Devices (MUTCD). Operator is further responsible for complying with all applicable city, state, and federal codes, rules and regulations.
13. Indemnification
13.1. With respect to this Agreement, Lyft, MTC and Daly City agree to the indemnification language as outlined in the Coordination Agreement, Section 13.0 as set forth below in this Section 13. For the purposes of this Section 13, MTC and Daly City shall each be a “Public Entity Party” and Daly City shall be a “Participating City”.
SECTION 13.0 INDEMNIFICATION
13.1 To the extent Operator is not required to indemnify the Public Entity Parties pursuant to Section 13.2, each Public Entity Party shall indemnify the other Public Entity Parties, their officers, commissioners, agents and employees from and against all claims, injury, suits, demands, liability, losses, and damages (including all costs and expenses in connection therewith), incurred by reason of any negligent or otherwise wrongful act or omission of the indemnifying Public Entity Party, its officers, commissioners, agents, employees, or any of them, under or in connection with this Agreement. The indemnifying Public Entity Party further agrees to defend any and all such actions, suits, or claims arising from the indemnifying Public Entity Party’s negligence or otherwise wrongful act or omission and pay all reasonable charges of attorneys and all other costs, expenses, settlements, or judgments arising therefrom or incurred in connection therewith.
13.2 Operator shall defend, indemnify, and save harmless MTC, the Participating Cities, and their respective commissioners, officers, agencies, departments, agents, and employees (each, an “Indemnified Party”; and collectively, “Indemnified Parties”) from and against any and all claims, demands, causes of action, proceedings or lawsuits brought by third- parties (“Claims”), and all losses, damages, liabilities, penalties, fines, forfeitures, costs and expenses arising from or incidental to any Claims (including attorneys’ fees and other costs of defense) (collectively, with Claims, “Liabilities”), resulting from, or arising out of, the operation of the Program and the provision of Services, whether such operation or
10 Services is performed or provided by Operator or by Operator’s subcontractors or any other person acting for or on behalf of Operator.
13.3 Notwithstanding the foregoing, the following shall be excluded from Operator’s indemnification and defense obligations contained in the preceding paragraph:
13.3.1 Any Liabilities to the extent resulting from, or arising out of: (a) the gross negligence or willful misconduct of any Indemnified Party; (b) Operator complying with the written directives or written requirements of a Participating City, if Operator has previously objected to such written directives or requirements in writing, with respect to (A) the location or configuration of any Station in relation to the street or sidewalk on which such Station is located or to which it adjoins, or (B) a Participating City’s Street Treatment Requirements; or (c) the condition of any public property outside of the perimeter of a Station and not otherwise controlled by Operator (and expressly excluding from this clause (c) the condition of the Bicycles or other Equipment).
13.4 If any Claim against Operator includes claims that are covered by clause (c) above or claims contesting a Participating City’s authority to issue a permit for a Station, then each party shall be responsible for its own defense against such claims.
13.5 Upon receipt by any Indemnified Party of actual notice of a Claim to which such Indemnified Party is entitled to indemnification in accordance with Sections 13.2 and 13.3, such Indemnified Party shall give prompt notice of such Claim to Operator. Operator shall assume and prosecute the defense of such Claim at the sole cost and expense of Operator.
Operator may settle any such Claim in its discretion so long as such settlement includes an unconditional release of the Indemnified Party.
14. Insurance
14.1. With respect to this Agreement, Lyft shall meet the insurance requirements as outlined in the Program Agreement, Section 17 Insurance, and the Coordination Agreement, Section 36.0 Insurance. Lyft shall include Daly City as an additional insured on insurance policies required by such provisions.
15. Advertising
15.1. Rights to Advertise
(a) MTC and Daly City hereby grant to Lyft the exclusive right throughout the Term, subject to the specifications, terms, reservations and restrictions of this Agreement and to the extent consistent with local law and any applicable advertising restrictions under existing contracts to which Daly City is bound, (i) to sell and place Advertising and Sponsorship acknowledgments on the Equipment in Daly City, for the purpose of publicly identifying and associating the Program with one or more Sponsors, and (ii) to collect all revenues generated by such Advertising and Sponsorship activities.
15.2. Restrictions:
(a) General Restrictions on Advertising and Sponsorship include:
(i) Lyft shall not install, or permit to be installed, on any Equipment, any Tobacco Advertising, Alcohol Advertising, Firearms Advertising or other Prohibited Advertising.
Advertising on any Equipment, including electronic media, shall be consistent with guidelines adopted by Daly City for outdoor advertising as set forth in this Agreement. Lyft
11 shall not place any Advertising or Sponsorship acknowledgment matter that is indecent, in obvious bad taste, or demonstrates a lack of respect for public morals or conduct. (b) Lyft shall comply with all applicable laws, rules and regulations in force as of the Effective Date and which may hereafter be adopted, to the extent not grandfathered under the law, with respect to Advertising and Sponsorship.
(c) Daly City shall share any restrictions for advertising within 90 days of contract execution, including but not limited to: content-restrictions, stand-alone sponsorship stands, bikes, and docks.
16. Grant of Exclusive Rights
16.1. Daly City grants to Lyft the exclusive rights to operate a bikeshare program in the public rights-of-way in Daly City during the Term, with the exception of: (i) non-automated non- self-service (i.e., renting a bike requires direct in -person human interaction) bike rental operations, (ii) electric scooter sharing program, and (iii) automated (i.e., renting a bike requires no direct in -person human interaction) roundtrip bike share operations (i.e., where the renter is required to return the bike to the same location from which it was rented).
17. Business License
17.1. Lyft shall apply for and have a valid business license to operate bikeshare in Daly City.
18. Definitions
18.1. Consumer Price Index:
(a) The Consumer Price Index (CPI) measures the change in the price of a range of goods and services over time and the change in the index is referred to as the rate of inflation. (b) “CPI Adjustment”, as defined in the Program Agreement, shall mean, with respect to a specific cost, that such cost is subject to annual adjustment each January 1 based on changes in the CPI from the Effective Date to the date of adjustment. (c) Since the CPI data is available every other month, starting in February, February shall be used to calculate the annual adjustment, and December 2015 shall be used as the Effective Date.
(d) The numbers are prepared by the Bureau of Labor Statistics for the Consolidated Metropolitan Statistical Area covering San Francisco, Oakland and San Jose. This series is generally used as representative of the CPI for the nine-county Bay Area region, although a change in the sample geography in 2018 means the index is now reported for the San Francisco-Oakland-Hayward, CA Core Based Statistical Area, covering Alameda, Contra Costa, Marin, San Francisco and San Mateo counties and not the remaining counties. The CPI index used is the Consumer Price Index for All Urban Consumers, as defined in the Program Agreement.
(e) Using the raw Bureau of Labor Statistics CPI numbers, the change in consumer prices from contract execution (December 2015) through until February 2024 are used to calculate the CPI increase, since it refers to the annual adjustment each January 1 and February is the first data available for the calendar year. The consumer prices for all items is used. (i) The raw data is found here: https://data.bls.gov/PDQWeb/cu and here:
https://abag.ca.gov/tools-resources/data-tools/consumer-price-index
[Signature page follows]
12 IN WITNESS WHEREOF, MTC, Lyft and Daly City have caused this Agreement to be duly executed and delivered as of the day and year referenced above.
METROPOLITAN TRANSPORTATION
COMMISSION
By: __________________________________
Name: Andrew B. Fremier
Title: Executive Director
LYFT BIKES AND SCOOTERS, LLC
By: __________________________________
Name: Michael Brous
Title:
DALY CITY
By: __________________________________
Name: Thomas J. Piccolotti
Title: City Manager
13 Appendix A – Cost of Equipment
(Prices as of December 31, 2015)
14 Appendix B – Data Reporting Requirements
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17 Appendix C – Key Performance Indicators and Liquidated Damages This Appendix C sets forth the Key Performance Indicators and the liquidated damages assessed against Operator for failing to comply with the Key Performance Indicators. Key Performance Indicators are subject to extension for Events of Force Majeure. Liquidated damages are subject to the annual limitation of 4% of Ridership Revenues.
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19 Appendix D –Siting Guidelines for Bay Wheels Stations
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