Attachment A
REGIONAL FUNDING AGREEMENT
This Regional Funding Agreement (this “Regional Funding Agreement”) is entered into as of August ______, 2023 (the “Effective Date”) between the Metropolitan Transportation Commission, 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 (“MTC”) and Lyft Bikes and Scooters, LLC (“Lyft” and, together with MTC, the “Parties”) and modifies and supplements the terms of the Bay Area Bike Share Program Agreement dated December 31, 2015 between the Parties (the “Program Agreement” and, together with this Regional Funding Agreement, this “Agreement”). Capitalized terms not otherwise defined herein will have the meaning given to them in the Program Agreement.
Term. This Regional Funding Agreement will commence on the Effective Date and will end on the date of expiration or termination of the Program Agreement.
System Expansion and Electrification. MTC will pay to Lyft $13,940,000 to expand, electrify, and, as to the Funded Equipment as defined below, operate the Program in the manner as defined in Sections 2.1 through 2.3, below.
Ebike Expansion. Lyft will purchase, deploy and operate 2,702 next-generation Docked-Only Electric-Assist Bicycles (the “Funded Ebikes”) for use in the Program expansion. From a payment perspective, MTC will be responsible for $3,700 per Funded Ebike, for a total of $9,997,400, plus an additional $302,600 in spare parts needed for these Funded Ebikes, for a total of $10,300,000. Lyft will be expected to deploy, subject to KPIs in Section 7.1, and dependent on jurisdictional approval, a fleet of Funded Ebikes in each city as follows: Berkeley: 221, Emeryville: 55, Oakland: 510, San Jose: 403, and San Francisco: 1,107. Funded Ebikes shall only consist of “Cosmo” Docked-Only Electric-Assist Bicycles and will not include “Watson” Hybrid Electric-Assist Bicycles as those terms are commonly used by Lyft, MTC, and the Participating Cities.
Station Expansion. Lyft will purchase, deploy and operate between 55 and 64 23-dock Stations and between 0 and 630 infill Docks for use in the Program expansion. From a payment perspective, MTC will be responsible for $45,000 per Station, $715 per Dock, and a station installation fee in accordance with Appendix A of the Coordination Agreement among the Parties and the Participating Cities dated December 31, 2015 (the “Coordination Agreement”), for a total of $3,200,000. Lyft shall install, once permitted, stations as follows, unless otherwise agreed upon by all parties: Berkeley: 9, Emeryville: 2, Oakland: 19, San Francisco: 4, San Jose: 21. The station siting guidelines and metrics will remain as outlined in Coordination Agreement Section 17-20. The member cities 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 Exhibit A. If Lyft rejects the location, cities or MTC must provide three (3) alternatives within 1,000 feet. MTC will work with member Cities and Lyft to determine where infill docks are appropriate and needed. The Parties will agree in good faith on the proper allocation of Stations and infill Docks in order to best suit the Program.
Station Electrification. Lyft will purchase and install 8 charging Stations (together with the Stations funded by MTC and infill Docks in Section 2.2, the “Funded Stations” and together with the Funded Ebikes and spare parts, the “Funded Equipment”) to use in electrifying the Program Equipment. Lyft shall deploy and install the charging Stations once the requirements for such installation are met, including, without limitation, when stations are permitted, other regulatory approvals are in place, grid connections have been established and assets are available. From a payment perspective, MTC will be responsible for $55,000 per charging Station for a total of $440,000. For clarity, the total funding amount for the Funded Equipment is $13,940,000.
Indemnification. For the avoidance of doubt, Section 16, Indemnity, of the Program Agreement, and Section 13.0, Indemnification, of the Coordination Agreement, shall apply to this Agreement.
Ebike Definitions.
“Docked-Only Electric-Assist Bicycle” means a Bicycle with a battery-powered “assist” motor that engages when the user pedals and which can only end its ride at a dock. “Electric-Assist Bicycle” means a Bicycle with a battery-powered “assist” motor that engages when the user pedals and includes both Docked-Only Electric-Assist Bicycles and Hybrid Electric-Assist Bicycles. “Hybrid Electric-Assist Bicycle” means a Bicycle with a battery-powered “assist” motor that engages when the user pedals and includes capabilities to be locked to bike racks or docked at bikeshare stations.
Memberships.
Membership Distribution Right. MTC will pay $2,000,000 (for a total funding amount from MTC to Lyft of $15,940,000) to Lyft for the ability to distribute, at MTC’s discretion, up to 20,000 Annual Memberships for college students in the form of codes that must be redeemed by May 31, 2025 (the “College Student Memberships”), whereby, the student or institution will pay an additional $20 at sign-up. If MTC chooses to cover the full $120 Annual Membership cost in connection with the Bay Pass program, the total number of Annual Memberships to be distributed would be reduced from 20,000 to reflect the actual total amount paid by MTC (e.g., if MTC covered the full $120 for every Annual Membership, it could distribute up to 16,667 of such Annual Membership). MTC will work with college administrators to distribute codes and to obtain and verify proof of active student status before distribution of such College Student Memberships. Lyft will work with MTC to provide data on program utilization and ridership, such as average trips per day by institution and redemption rates by institution. This data shall be included in the Tableau Data Reporting.
Pass Products. Lyft, MTC and the Participating Cities will work together in good faith on pass products that can be used for employers, colleges, or other institutions to expand the use of bikeshare.
Pricing.
Annual Membership Fee. Lyft agrees to lower the price of the Annual Membership Fee to $150. Annual Membership Fee increases will follow the Price Schedule as outlined in Section 9.2.1 of the Program Agreement. The Annual Membership Fee Cap shall be $150 for a one-year period, subject to increase, as outlined in Section 9.2.1 of the Program Agreement, on the first anniversary of the Pricing Changes Date, and on each subsequent anniversary.
Ebike Fees. Lyft agrees to lower the member Electric-Assist Bicycle per-minute fee to $0.15 per minute for one (1) year, subject to price increases outlined in Section 4.5. Member Electric-Assist Bicycle per-minute fees after the one (1) year period may be modified in accordance with Section 8.2 if the membership threshold in Section 8.2 is not met. If the membership threshold in Section 8.2 is met, then member Electric-Assist Bicycle per-minute fee increases will remain subject to Section 4.5.
Price Accumulator for Monthly Memberships. Lyft agrees to create a price accumulator for monthly memberships, such that once the monthly membership fees they have paid in a given year reach the amount of the Annual Membership Fee, users will continue receiving monthly memberships for the remainder of the year but will not be required to pay any additional fees for such year. A Monthly Membership may not cost more than an Annual Membership during a 12 month period.
Timeline for Pricing Changes. Lyft will implement the pricing changes in Sections 4.1 through 4.3 when it begins deploying the Funded Equipment in the Participating Cities, which will be no more than 30 days after SFMTA signs its Electric-Assist Bicycle governance agreement (“Pricing Changes Date”), after receipt of at least $7,500,000 from MTC, provided that Lyft may revert such price changes in the event that MTC has not paid the total 2023 funding amount of $15,500,000 by December 1, 2023.
System-Wide Pricing. The Parties agree that (a) Electric-Assist Bicycle per minute fees for both the Funded Ebikes and existing Electric-Assist Bicycles, as well as any additional Electric-Assist Bicycle fees such as parking outside of a station or parking violations, will be consistent throughout the Participating Cities, (b) existing price protections of $0.05/minute for Electric-Assist Bicycle trips, with a cap of $1, will remain for ‘Affordability Subscription’ members, as defined in Section 9.3.1 of the Program Agreement, (c) Lyft may only increase any member Electric-Assist Bicycle per-minute fees, on or after the first anniversary of the Pricing Changes Date, and on or after each subsequent anniversary, by a percentage amount equal to the CPI increase for the trailing four (4) calendar quarters, preceding each such anniversary plus 2%, which number will be rounded up to the nearest cent, except for any adjustments resulting from Section 8.2, provided that Lyft’s right to increase prices under this subsection (c) will be cumulative in accordance with Section 9.11.3 of the Program Agreement, and (d) any price caps or other fee waivers agreed to in Electric-Assist Bicycle governance agreements with San Francisco and San Jose will remain.
Payments. MTC will pay Lyft $2,000,000 on the Effective Date, $5,500,000 within 30 days of the Effective Date but no later than October 31, 2023, $8,000,000 by December 1, 2023, and $440,000 by March 1, 2024, each subject to receipt of an invoice from Lyft detailing Funded Equipment totaling such amount that has arrived in a Lyft warehouse, and provided that the $5,500,000 payment will include the total funding amount for the right to distribute College Student Memberships. MTC represents and warrants that it is a tax-exempt agency under the laws of the State of California.
Ownership.
Title at Time of Funding. Lyft will retain title to the Funded Equipment, subject to MTC’s rights under Section 6.2 below. Except as set forth in Section 7.5 below and where spare parts as outlined in Section 8.3 are applicable, neither Party will have any obligation to replace any of the Funded Equipment, whether lost due to theft or vandalism or otherwise.
MTC Right to Take or Transfer Title. Upon expiration of the Program Agreement, or in case of early termination by Lyft, or by MTC pursuant to Section 10 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. The parties recognize the litigation between San Francisco and Lyft in San Francisco Superior Court Case No. CGC-19-576554 and the Settlement Agreement reached in that case, on file in Board of Supervisors File No. 201279 and, in particular, Section 6 of that Settlement Agreement entitled Right of First Offer for Purchase. In the case of San Francisco within 30 days of termination of the Program Agreement, or within 30 days of early termination under Section 10 below, in the event that title remains with Lyft pursuant to subsection (c) above and the terms of Section 6 of the Settlement Agreement apply, Lyft shall provide SFMTA an opportunity to acquire the Funded Equipment consistent with the terms of Section 6 of the Settlement Agreement.
Repurchase Obligation. In case of early termination by Lyft, or by MTC pursuant to Section 10 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 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 and the termination date, in day increments. For any Funded Equipment that has not been deployed, Lyft agrees to repurchase at its full value.
Operations.
Funded Equipment Operation and KPIs. Lyft agrees to operate the Funded Equipment across all Participating Cities throughout the Initial Term of the Program Agreement. The Parties also agree that Lyft’s operation and deployment of Electric-Assist Bicycles across the Participating Cities will be governed by MTC under the terms of the Program Agreement. Subject to the terms herein, all relevant KPIs in Appendix A of the Program Agreement, specifically KPI 2 Graffiti Removal, KPI 4 Bicycle Maintenance, and KPI 12 Rebalancing will apply to Electric-Assist Bicycles throughout the System. Funded Stations, and docks will be subject to the Key Performance Indicators and Liquidated Damages in the Program Agreement, including but not limited to KPI 1 Station Cleaning and Inspection, KPI 2 Graffiti Removal, KPI 3 Litter Removal, KPI 5 Station Deactivation and De-Installation, KPI 7 Station Operability, and KPI 12 Rebalancing. The Parties agree that all liquidated damages contemplated in this Agreement will count towards the cap on Liquidated Damages in the Program Agreement and that for purposes of calculating such cap, Electric-Assist Bicycle revenue will be included in the definition of Ridership Revenues.
Service Area Coverage. Service Area Coverage is a San Francisco specific metric that will be added as a new Key Performance Indicator (KPI), referred to as KPI 13 and only applicable in San Francisco. In San Francisco, the total area covered by a 400-meter radius around each available Bicycle in the service area shall not drop below 75% of the service area agreed between the Parties for 75% of the time between 6:00 AM and 10:00 PM, Pacific Time. The Parties agree to revisit this Key Performance Indicator (KPI) in the event that ridership, theft and service area coverage do not justify increased rebalancing costs, provided that Lyft shares data on rebalancing costs, theft, or other related costs over time. The KPI may not be revisited due to rebalancing costs prior to December 31, 2025, and may only be revisited a maximum of twice per year, preferably at the Review Meetings (as defined below). MTC may approve changes in the coverage percentage up to 5% total, such as five 1% changes or two 2.5% changes, after discussions with SFMTA, MTC and Lyft on the reasoning and data to support such a change. In addition, MTC may also approve changes in the coverage percentage above the total amount listed above if MTC deems station siting progress to be inadequate. In order for station siting progress to be deemed inadequate, MTC must send SFMTA a letter that outlines the reasoning and give SFMTA 60 days to resolve the issues. If after 60 days SFMTA has not resolved the outlined issues, MTC may change the coverage percentage by any amount. It is expected that SFMTA, Lyft and MTC will convene regularly to discuss station siting progress prior to the inadequate designation. If hybrid bike theft rates are above 30%, this SLA will be revisited at the next Review Meeting, and Lyft will not be responsible for any liquidated damages until the Parties arrive at a new SLA. The Parties will revisit this requirement in good faith at each Review Meeting. Other than the changes permitted by this Section 7.2, no other changes may be made to the Service Area Coverage KPI without SFMTA’s approval. For failure to achieve Service Area Coverage, Lyft agrees to pay $2,000 for every 1% under 75% of the time when Service Area coverage minimums are not met, measured monthly. For example, if Service Area Coverage is only met 50% over the course of a month, the Liquidated Damages (LD) amount will be $50,000 for that month.
Stations in Equity Priority Communities. Lyft agrees to maintain 20% of all Stations (existing Stations and Funded Stations combined) in each Participating City within Equity Priority Communities (previously referenced as “Communities of Concern” in the Coordination Agreement) located within each Participating City as designated by MTC or within other areas designated by such Participating City in lieu of Equity Priority Communities, as required in Section 17.4 of the Coordination Agreement.
Ebike Deployment and Reserves. Unless otherwise mutually agreed, 85% of the Funded Ebikes will initially be deployed across the Participating Cities and the remaining 15% will be held back as reserves to replace Electric-Assist Bicycles that are lost to theft/vandalism (such 15% of the Funded Ebikes, and any other Electric-Assist Bicycles MTC may procure through additional funding, the “Ebike Reserve”). Lyft also agrees to deploy an additional 150 Hybrid Electric-Assist Bicycle in San Jose. Initial Funded Ebike fleets will be as follows: Berkeley: 221, Emeryville: 55, Oakland: 510, San Jose: 403, San Francisco 1,107.
Ebike Replenishment. Electric-Assist Bicycles throughout the System that are lost to theft or vandalism will first be replaced using Electric-Assist Bicycles available in the Ebike Reserve, up to 7.5% of the total Funded Ebike fleet each year beginning on the Effective Date. Lyft will be responsible for deploying new Electric-Assist Bicycles to replace any of the aforementioned lost Electric-Assist Bicycles beyond 7.5%. Lyft’s obligation to replace such Electric-Assist Bicycles will be capped at the following percentages of the total Electric-Assist Bicycle fleet, including Docked-Only Electric-Assist Bicycles and Hybrid Electric-Assist Bicycles, for the following years. Year 1: 7.5%; Year 2: 7.5%; Year 3: 4%; Year 4: 0%. In Participating Cities with both Docked-Only Electric-Assist Bicycles and Hybrid Electric-Assist Bicycles, Lyft will replace each stolen or vandalized beyond repair Electric-Assist Bicycles with the same Electric-Assist Bicycles type, at the rates described above, for each Electric-Assist Bicycle type, unless otherwise agreed upon with the Participating Cities. For any failure to meet this Electric-Assist Bicycle replacement obligation, Lyft agrees to pay the Liquidated Damages specified in KPI 11 for each Bicycle that is under the required replacement level. For clarity, an Electric-Assist Bicycle will be considered lost to theft when it has not been recovered for 90 days. Participating Cities may opt to purchase additional Docked-Only Electric-Assist Bicycles, Hybrid Electric-Assist Bicycles or other equipment if their fleet or other assets are depleted due to theft, based on the cost schedule included. MTC and Lyft will meet at least quarterly to assess the theft rate, and evaluate replacement and fleet levels. If the theft and vandalism rate of the Funded Ebikes in the first two years is lower than 15%, the Parties will split their responsibility for replacement Electric-Assist Bicycles equally, provided that Lyft’s total annual Electric-Assist Bicycle replacement obligation will not exceed 7.5%.
Bicycle Fleet Obligations. Notwithstanding anything to the contrary in this Agreement, Lyft will maintain a total classic Bicycle fleet of 1,400 in San Francisco, 700 in San Jose, 669 in Oakland, 304 in Berkeley and 78 in Emeryville, subject to the on ground availability percentage specified in KPI 11. In their Review Meetings, as defined below, the Parties will also assess theft/vandalism rates and ridership to determine in good faith if changes should be made to Electric-Assist Bicycle or classic fleet levels. If the only Bicycle(s) available for use at a Station are one or more Electric-Assist Bicycles, all users across the Participating Cities will be able to check out any next-generation Electric-Assist Bicycle at such Station in “classic mode,” without incurring any additional fees over and above fees charged for use of a classic Bicycle. Classic mode is intended to provide a user experience comparable to riding a classic Bicycle and Lyft expects to continue fine tuning the e-assist profile accordingly. MTC shall review and approve the user screen for classic mode. Notwithstanding anything to the contrary in this Agreement, (a) in order to reduce theft and vandalism, Lyft may reasonably reduce the Bicycle fleet to account for seasonality of demand during periods of low ridership between November 1 and March 31, provided that Lyft will not exercise this right during the low ridership period beginning November 1, 2023 and provided further that the Parties will use data gathered from such period to inform fleet reductions in future years, and (b) any Bicycles lost to theft, vandalism or otherwise, excluding Electric-Assist Bicycles that are replaced under Section 7.5, will not be counted against any, KPIs or fleet levels required by this Agreement and will not impact the extent of Lyft’s exclusive rights across the Participating Cities. Lyft will produce quarterly reports containing information such as quantities of total missing Bicycles from the System, aggregated ‘last seen’ location data by neighborhood or granularity agreed upon by both Parties, when bikes were deemed stolen and what steps were taken to recover the assets.
Ebike Fleet Minimum. Notwithstanding anything to the contrary in this Agreement, Lyft will, with respect to San Francisco, be deemed to be in compliance with its Electric-Assist Bicycle fleet commitments herein if and only if it maintains a minimum average monthly fleet of 1,800 Electric-Assist Bicycles, subject to seasonal adjustment as provided herein, and including Electric-Assist Bicycles that have reached the end of their useful life due to excessive wear that would make a bike unsafe to ride, as determined by visual inspections, such as damage to the frame that would make the bicycle unsafe to ride. If requested, Lyft will include in quarterly reports information such as quantities of total bikes that have reached the end of their useful life and rationale for such determination. Lyft and MTC will work together in good faith to secure funding to ensure that this fleet level is met, provided that this fleet level commitment will be revisited in the event that Electric-Assist Bicycle theft and vandalism exceeds an annualized rate of 25% of the average on ground fleet.
System Expansion to New Cities. Upon mutual agreement among Lyft, MTC and any other relevant government agency, MTC and/or such other agency may fund the purchase of equipment and operating fees in new cities as part of the System.
Customer Service. Lyft shall provide a 24-hour customer service phone number for customers and members of the public to report safety concerns, complaints, or ask questions. An intake form must also be accessible online which allows the public to report improperly operated or parked bicycles by providing time, date, location, direction of travel if applicable, and the bicycle’s identification number if available. Lyft shall maintain a database containing the information obtained in a format as determined by the MTC.
Ebike Deployment. Lyft will not use the Funded Ebikes in other systems while Lyft is operating the Bay Wheels System and will deploy such Funded Ebikes in accordance with its applicable contractual obligations. Lyft will share the status of the Funded Ebikes through Tableau, including Electric-Assist Bicycle fleet breakdown of Cosmo and Watson.
Ebike Availability. Lyft shall ensure that Docked-Only Electric-Assist Bicycles and Hybrid Electric-Assist Bicycles are only available to customers on an hourly basis, or in smaller intervals, and at rates which vary by duration of usage or by duration of usage and distance but are clearly and understandably communicated to the customer prior to Bicycle use. Lyft shall ensure Docked-Only Electric-Assist Bicycles and Hybrid Electric-Assist Bicycles are available for pick-up and drop-off by customers on a twenty-four-hour, seven day per week basis.
Safety Training. During each year of this Agreement, Lyft shall offer to its customers not less than one safety training class every other quarter.
Device Requirements. Lyft shall provide two sample bicycles for inspection and verification of device specifications for Docked-Only Electric-Assist Bicycles and Hybrid Electric-Assist Bicycles to be provided under this Agreement. All Docked-Only Electric-Assist Bicycles and Hybrid Electric-Assist Bicycles will be held to the functional specifications listed in Appendix D of the Program Agreement.
System Review and Reporting.
Data Reporting and Review. Lyft will provide data to show return on investment, including ridership trends, revenue, operational costs and capital investment depreciation, including as reasonably required to allow for MTC’s twice yearly reporting to its Commissioners. The Parties will review this data twice a year at six (6) month intervals, starting from Pricing Change Date (each, a “Review Meeting”). No fleet changes or other adjustments to service area coverage as discussed in Section 7 may apply to the system if Lyft causes a Review Meeting not to happen or to be skipped.
Impact Assessment. At the Review Meetings, the Parties will review the impact of the investment and price changes on ridership and System health, along with the impact of theft and loss on fleet availability. The Parties will also determine whether operations costs warrant exploring sources of funding for the operations and maintenance fees. If by one (1) year from the implementation of new pricing total membership does not increase by at least 5,000 annual members, excluding the College Student Memberships, Lyft may revert member Electric-Assist Bicycle fees back to $0.20 per minute, provided that MTC may negotiate with Lyft to provide a subsidy to allow Lyft to continue the lower $0.15/min member Electric-Assist Bicycle rate. If the membership threshold is not met but is close, both Parties will work in good faith to discuss how to continue the lower member Electric-Assist Bicycle rates.
Spare Parts Accounting. After one (1) year from the Effective Date, Lyft will provide MTC with an accounting of the $302,600 used for spare parts for the Funded Ebikes. Accounting will include total spare parts replaced by part type, part consumption rates by quarter, part price and reason for use. If the full amount of funding for the spare parts has not been used, Lyft may continue to use the funds, provided that they provide the accounting as described above on each subsequent anniversary.
Future Measures. At the first Review Meeting that occurs after two years from the effective date, the Parties shall explore additional measures proposed by Lyft or MTC to ensure continued ridership growth and sustained financial stability for the System, or, if the Parties are unable to so agree, discuss ways to support a healthy transition of the System by the end of the term of the Program Agreement. The Parties further acknowledge that Lyft’s commitments herein are premised on Lyft’s continued bikeshare exclusivity in San Francisco and San Jose; in the event such exclusivity is not maintained, the Parties agree to promptly revisit all of the obligations in this Agreement to determine how to ensure that the intended financial benefits to the System are achieved. Additionally, Lyft and each Participating City have negotiated terms regarding the governance of Electric-Assist Bicycles in the respective Participating City which have been or are being memorialized in agreements or amendments to pre-existing agreements between Lyft and each respective Participating City, and the Parties agree to promptly revisit all of the obligations in this Agreement to determine how to ensure that the intended financial benefits to the System are achieved if (1) any of the Participating Cities propose edits to such respective agreements or amendments to pre-existing agreements after Lyft and MTC execute this Agreement, or (2) a Participating City fails entirely to sign such respective agreement or amendment to existing agreement.
Marketing. MTC and the Participating Cities will have the right to market the Bay Wheels System to the public. Lyft will in good faith participate in such marketing efforts but is not required to assist financially in any of these efforts.
Termination. In the event that either Party 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, the non-breaching Party may terminate this Agreement.
Bicycle Data Reporting.
Mobility Data Specification (MDS). Lyft agrees to provide MDS data feed, including historical data, to MTC, Participating Cities and MTC-approved third parties who are working with MTC or Participating Cities on the Program, provided that they sign a data sharing agreement.
Lyft must provide to MTC a data sharing API compatible with the Mobility Data Specification (MDS) v 1.10. This specification is detailed at: https://github.com/openmobilityfoundation/mobility-data-specification Lyft shall upgrade MDS to v 2.0 by May, 2024. Lyft will work in good faith with MTC and Participating Cities to consider new fields or versions of MDS.
Only endpoints in the MDS Provider API are required. Data must be exposed for all devices operating within the Bay Wheels service area, and not just Lyft’s service area. Lyft will retain data and keep it accessible via all required endpoints for at least two years after it is obtained.
General Bikeshare Feed Specification (GBFS). In accordance with MDS, Lyft must expose a public GBFS feed. If authentication is required, Lyft must provide instructions that can be posted on MTC website to guide the public on how to obtain the appropriate token or credentials.
Service Level Agreement. Lyft shall abide by MTC’s Service Level Agreement (SLA) that meets the following requirements:
Availability: the API endpoints will be available 99.5% of the time over the course of a year.
Response Time: 85% of TCP API replies within 4 seconds, and 99.5% of TCP replies within 4 seconds of receiving a request over the course of a month.
Ebike Data. Lyft shall update existing data reporting to include Docked-Only Electric-Assist Bicycles and Hybrid Electric-Assist Bicycles provided, deployed and maintained under this Agreement.
Docked-Only Electric-Assist Bicycles and Hybrid Electric-Assist Bicycles data reporting shall be incorporated into all data that Lyft is already contractually required to report to the MTC and other entities (e.g., collision data, bikes and trips to existing DOMO and Looker reports, or equivalent, etc.) under the Program Agreement.
Lyft shall comply with MTC’s real-time data requirements for stationless emerging mobility services as described in Section 11 of this Agreement and maintain a continuous feed of the required data at all times for bicycles made available to customers.
Lyft shall provide MTC with a continuous real-time data feed for their entire Electric-Assist Bicycle fleet through a documented application program interface (API) and on-board GPS devices installed on all Docked-Only Electric-Assist Bicycles and Hybrid Electric-Assist Bicycles to the following specifications:
Lyft shall provide the required data feed as described in Section 11 of this Agreement.
Lyft shall maintain the required feed of the specified data at all times while the Docked-Only Electric-Assist Bicycles and Hybrid Electric-Assist Bicycles are providing service to customers within the Bay Wheels service area.
Lyft is directly responsible for providing the API key to MTC and shall not refer MTC to another subsidiary or parent company representative for API access.
If any Docked-Only Electric-Assist Bicycle or Hybrid Electric-Assist Bicycle becomes unable to provide the required data for any reason, Lyft shall not operate that Docked-Only Electric-Assist Bicycle or Hybrid Electric-Assist Bicycle until data transmission is restored.
MTC is permitted to publicly use Lyft’s API and display real-time data.
Lyft will keep a record of reported collisions. These records will be sent to MTC on a monthly basis.
Lyft shall distribute an annual customer survey as determined by MTC.
Lyft shall keep a record of maintenance activities, including but not limited to the Bicycle identification number and maintenance performed. These records shall be sent to MTC on a monthly basis.
Lyft agrees that MTC may use a third-party researcher to evaluate Lyft provided data. Data will be shared with the third-party researcher only for purposes of the evaluating or enforcing the requirements in this Agreement.
On at least a monthly basis, Lyft will provide MTC with data demonstrating compliance with MTC Distribution Requirements in a format as determined by MTC.
If requested by MTC, and to the extent permitted by applicable privacy law, Lyft shall share personally identifiable information in Lyft ‘s possession about a customer with MTC where such customer alleges an injury related to use of an Electric-Assist Bicycle.
Privacy Policy.
Lyft shall provide a Privacy Policy that safeguards customers’ personal, financial, and travel information and usage including, but not limited to, trip origination and destination data. Lyft agrees to make its policies, procedures and practices regarding data security available to the MTC, upon request, and further agrees that the MTC reserves the right to hire a third party to perform a security audit no more one time per year through the permit term upon 90 days’ advance notice.
Lyft shall provide customers the opportunity to explicitly assent to any privacy policy, terms of service, or user agreements. Separately, customers must have the ability to request that Lyft delete personal data in accordance with applicable law. The customer’s options with regard to these requirements shall be clearly stated and easily accessed by the customer.
Lyft shall provide a Privacy Policy that complies with the California Online Privacy Protection Act (CalOPPA), the California Consumer Privacy Act (CCPA) and any other applicable data protection law or requirements including those that apply to minors. Further, Lyft’s collection, storage, or usage of any personally identifiable information shall comply with CalOPPA, CCPA, and any other applicable data protection. For purposes of this permit, “personally identifiable information” or “personal data” shall be defined under applicable state law. Without limitation to other permitting provisions requiring anonymized origin/destination and route data for solely public purposes set forth by MTC, Lyft may not sell any personal data of any customers to any third party. If Lyft makes any personal data available to third parties, such as service providers, such third parties shall be required to provide substantially the same privacy protections as those imposed on Lyft by the terms of Section 12 of this Agreement, including the restriction on selling personal data.
Lyft shall not claim any legal right in its Terms of Use, Privacy Policy, or elsewhere to institute retroactive changes to its Privacy Policy and shall provide the customer explicit notice prior to any changes to its data practices, including uses of data Lyft collected under a prior policy.
Lyft’s data practices shall comply with San Francisco Administrative Code Chapter 12B (Non-discrimination in Contracts with the City and County of San Francisco).
Miscellaneous.
Governing Law. This Agreement will be governed in all respects by the internal laws of the State of California without regard to conflicts of law principles.
Interpretation; Joint Drafting. This Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provisions herein.
Severability. In the event that any provision of this Agreement becomes or is declared by a court of competent jurisdiction to be illegal, unenforceable or void, this Agreement will continue in full force and effect without said provision, provided that no such severability will be effective if it materially changes the economic benefit of this Agreement to any party hereto.
Counterparts. This Agreement may be executed in counterparts, each of which will be declared an original, but all of which together will constitute one and the same instrument. [Signature page follows]
IN WITNESS WHEREOF, MTC and Lyft have caused this Agreement to be duly executed and delivered as of the day and year referenced above.
METROPOLITAN TRANSPORTATION COMMISSION
By:
Name:
Title:
LYFT BIKES AND SCOOTERS, LLC
By:
Name: David Foster
Title: President & CEO
EXHIBIT A
SITING GUIDELINES FOR BAY WHEELS STATIONS
[See attached.]
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