Attachment 4 - Rideshare Response - Lyft.pdf — Richmond City Council, July 2, 2024

RESPONSE TO RFP:

TRANSPORTATION RIDESHARE
Prepared by:

Lyft, Inc.
185 Berry Street, #400
San Francisco, CA 94107
[email protected]
415.226.9162
For:

City of Richmond, CA

May 3, 2024
Lori Reese-Brown
City of Richmond, Community Services
440 Civic Center Plaza, 2nd Flr
Richmond, Ca 94804
RE: RESPONSE TO RFP: TRANSPORTATION RIDESHARE
Dear Lori Reese-Brown:

Thank you for this opportunity to deepen our collaboration with the City of Richmond and the communities that call Richmond home.

Respectfully submitted,
Jordan Glassberg, Vice President of Partnerships
Lyft, Inc.
185 Berry Street, Suite 400
San Francisco, CA 94107
(415) 226-9162 | [email protected]
1: Section 1 – Proposal Summary

1. 1. This Section shall discuss the highlights, key features and distinguishing points of the Proposal.

Since 2019, Lyft has had the privilege of working alongside your team on the R-Transit RAPID program, expanding access for people with disabilities in west Contra Costa County. We have learned a great deal from the amazing team at the City of Richmond over the years, and have invested in new features, processes, and tools that we are excited to roll out in support of the next phase of the program. These enhancements, which we discuss in Section [ 5 ], will help City of Richmond cost-eﬀectively scale the program to the broader community of paratransit riders, as well as stay on top of a rapidly changing mobility landscape.

The attached proposal describes Lyft’s approach to meeting the unique program requirements of the R-Transit’s RAPID program. Highlights from our approach are summarized below:

1. Experience:

The City will be working with a team at the forefront of on-demand ridesharing programs, having launched over 100+ partnerships wi th cities and
transit agencies across the United S
tates. We have used these opportunities to
pioneer innovative service models that are lowering barriers to access for seniors
and people with disabilities, closing the
ﬁrst/last-mile gap to transit, and
cost-e
ﬀectively extending transit service to communities where transit service is challenging to provide
. The national scale of our partnerships has allowed us to cultivate a transit center of ex
cellence at Lyft, with breadth and depth of
experience in transit planning and operations, technology , analytics, performance
measurement, and community outreach. Case studies and reference s can be
found in Section [
3 ].

2. Approach:

Our proposal leverages Lyft’s proven technology platform, which matches riders to an existing network of drivers operating acro ss the San
Francisco Bay Area, including west Contra Costa County
. The City can seamlessly
tap into that existing network to design their own rideshare-ba sed transit
programs, thanks to L
yft’s Paratransit Technology Suite. Rides can be requested 24/7
, with average wait times of under 5-10 minutes. For a full discussion of our approach, please see Section [
4 ].

3. Innovations:

In addition to the Digital Paratransit Passes that R-Transit’s RAPID riders are already familiar with, our technology suite has been expanded to
include our new self-service Program Planning Dashboard [

4.1.1 ]. This intuitive,
cloud-based tool will allow the City to quickly launch ride pro grams tailored to the
needs of di
ﬀerent riders, and reﬁne the programs through a data-driven, iterative process as needs and budgets evolve
. The Program Planning Dashboard includes
a self-service eligibility management tool that allows the City to enroll new riders directly [

4.1.1.3 ], allowing riders to enjoy the beneﬁts of the R-Transit RAPID program as soon as they are approved. In addition, our updated reporting and
1 invoicing protocol [ 4.1.3 ] puts critical data on program ridership and spend at the City’s ﬁngertips. Instead of monthly trip reports, the City will be able to access trip data on-demand through the Program Planning Dashboard. The trip reports will be updated daily with newly completed ride details. Please see [ 5.1 ] for a full discussion of these innovations.

4. S
taﬃng: The City will be working closely with Lyft’s Transit Partnerships team: a think tank of urban transportation planners, data scientists, a nd engineers who
have helped launch over 100+ rideshare-based transit partnershi ps to date. The
team will leverage signi
ﬁcant investments in technology that Lyft has made to help ensure a reliable
, high-quality experience on the Lyft platform. These include real-time supply balancing mechanisms that automatically alert drivers on our
platform to areas of greater ride demand, data-driven ET A estimate algorithms
based on the tens of thousands of on-demand trip requests every day in the SF
Bay Area, and continuous screening mechanisms that help encoura ge drivers to
always deliver the best possible service to riders. Please see Section [ 6 ] for more
information about our team.
2 1.2. A separate sheet shall include a list of individuals and contacts for this Proposal and how to communicate with them. Limit this Section to a total of three (3) pages including the separate sheet.

Contact Role Email Address
Earl Kaing Proposal Manager [email protected]
Calli Cenizal Head of Transit+EDU Partnerships [email protected] 3 2: Section 2 – Proﬁle on the Proposing Firm

2. 1. This Section shall include a brief description of the Prime Proposer’s ﬁrm size along with the organizational structure. Include a discussion of the Prime Proposer ﬁrm’s capacity and resources.

Lyft has nearly 15 years of successful experience in transportation, beginning with the 2007 launch of Zimride–a technology platform that matched drivers and passengers for inter-city trips. In 2012, Lyft introduced its platform for on-demand ridesharing–a convenient, safe, and aﬀordable transportation option that ﬁlls empty seats in passenger vehicles already on the road by matching drivers and riders via a smartphone application.

Today, Lyft is a leading, publicly-traded, shared mobility company with the institutional knowledge, ﬁnancial resources, staﬃng capacity, and local presence to execute and sustain this partnership with the City of Richmond. We are a ﬁxture in many local communities, facilitating millions of rides every day across 360+ cities, and employing thousands of team members from coast-to-coast. We have never been in arrears on nor have we failed to complete a transit contract. Our most recent ﬁnancial statements can be found on the Lyft website 1 .

The City will be working closely with Lyft’s Transit Partnerships team: a think tank of urban transportation planners, data scientists, and engineers who have helped launch over 100+ rideshare-based transit partnerships to date. The national scale of our partnerships has allowed us to cultivate a transit center of excellence at Lyft, with breadth and depth of experience in transit planning and operations, technology, analytics, performance measurement, and community outreach. The Transit Partnerships Team–led by Calli Cenizal–will be able to continuously monitor day-to-day operations and address any performance issues or service risks that may arise over the course of our partnership with the City.
1 https://investor.lyft.com/ﬁnancials-and-reports/annual-reports/default.aspx 4 2.2. Include all other ﬁrms including subcontractors participating in the Proposal, including similar information about the ﬁrms experience.

This section is not applicable to our response.
5 3: Section 3 – Qualiﬁcations of the Firm

3. 1. This Section shall include a brief description of the Proposer’s and sub-Proposer’s qualiﬁcations and previous experience on similar or related projects.

More than just a technology platform, Lyft has become a multimodal transportation partner. We have a proven track record of executing multi-year contracts with public and private agencies, including over 100+ rideshare-based transit partnerships launched to date .

We have used these opportunities to pioneer innovative service models that leverage the non-dedicated network of drivers on the Lyft platform. These partnerships are helping cities and transit agencies across the United States expand mobility for all residents, especially communities that have historically faced transportation barriers. Our collaborations include dozens of senior mobility and paratransit programs relevant to this RFP, along with ﬁrst/last-mile, suburban, and late-night transit programs. In addition to our ongoing partnership with the City of Richmond, we also collaborate with the City of Fremont, the Livermore-Amador Valley Transit Authority, Tri-Delta Transit, and the Solano Transportation Authority.

An overview of our partnerships is provided in the table below, followed by several case studies of programs relevant to this RFP. Additional references can be provided upon request.

PARATRANSIT & SENIOR MOBILITY
Tri-Delta Transit (Antioch, CA)
Massachusetts Bay Transportation Authority
(Boston, MA)
City of Fremont (SF Bay Area, CA)
Regional Transportation Commission of So. Nevada
(Las Vegas, NV)
Big Blue Bus
(Los Angeles/Santa Monica, CA)

LATE NIGHT / JOB ACCESS
City of South Bend, ID
Solano Transportation Authority
(SF Bay Area, Solano County, CA)
Valley Regional Transit
(Boise, ID)
Washington Metropolitan Area Transit Authority
(Washington, D.C.)

SUBURBAN TRANSIT
City of Monrovia, CA
Greater Dayton Regional Transit Authority
(Dayton, OH)
City of San Clemente, CA

FIRST-LAST MILE
Solano Transportation Authority (Solano County, CA)
Livermore-Amador Valley Transit Authority
(SF Bay Area/Dublin, CA)
Regional Transportation Commission of So. Nevada
(Las Vegas, NV)

3.2. Provide in a table format descriptions of pertinent project experience with other public municipalities and private sector that includes a summary of the work performed, the total project cost, the percentage of work the ﬁrm was responsible for, the period over 6 which the work was completed, and the name, title, and phone number of client’s to be contacted for references. Give a brief statement of the ﬁrm’s adherence to the schedule and budget for the project.

ATTACHMENT B.1
Project Name Mobility On-Demand Every Day
Client City of Santa Monica Big Blue Bus (Los Angeles County, CA) Client Contact Information Alfredo Torales, Strategic Transit Planner [email protected]
Phone number provided upon request
Description Of Work Performed Big Blue Bus (BBB) has partnered with Lyft to provide on-demand services via a rebranded Dial-A-Ride program for older adults and people with disabilities living in Santa Monica.

The new service called MODE, Mobility On-Demand Every Day, launched on July 1, 2018 to overcome vehicle supply constraints and provide added mobility options for their Dial-a-Ride users.

Lyft's technology and ﬂexible transportation service network is allowing MODE to meet the high demand for service during peak times when members are most interested in traveling while increasing eﬃciency when the demand for transportation
decreases. This innovation addresses a long-standing issue with Big Blue Bus Dial-A-Ride, where members often encountered challenges booking a ride during high demand periods.

See [ 3.2.1 ] below for an in-depth case study.

Total Project Cost Contract Value: ~3k rides per month Percentage Of Work The Firm
Was Responsible For
100%
Period Over Which The Work
Was Completed,
07/2018 - Present
Did Firm Meet Project Schedule? Y es
Brief Statement Of The Firm’s
Adherence To The Schedule And
Budget For The Project.

Project delivered in accordance with client expectations around schedule and budget.

ATTACHMENT B.2
Project Name GoMonrovia
Client City of Monrovia (Los Angeles County, CA)
7 Client Contact Information Angela Cho, Oﬃce of the City Manager [email protected]
(626) 932-5528
Description Of Work Performed In response to the evolving transportation needs of suburban communities, the City of Monrovia partnered with Lyft to launch the GoMonrovia program. Through the GoMonrovia program, we have worked to develop a new transportation program that will provide greatly improved mobility options for the suburban user.

The program allows residents, employees, and visitors to Monrovia to access a subsidized Lyft Shared ride anywhere in the service area. This unique and innovative public-private partnership was designed to provide the community with
enhanced and aﬀordable public transportation options that leverages Lyft as a convenient microtransit solution.

See [ 3.2.2 ] below for an in-depth case study.

Total Project Cost Contract Value: ~10k rides per month Percentage Of Work The Firm
Was Responsible For
100%
Period Over Which The Work
Was Completed,
3/2018 - Present
Did Firm Meet Project Schedule? Y es
Brief Statement Of The Firm’s
Adherence To The Schedule And
Budget For The Project.

Project delivered in accordance with client expectations around schedule and budget.

Attachment B.3
Project Name First/Last-Mile Commuter Program
Client Solano Transportation Authority
(San Francisco Bay Area, CA)
Client Contact Information Lorene Garrett, Program Coordinator [email protected]
707-424-6075
Description Of Work Performed In Solano County, one of the nine counties that make up the San Francisco Bay Area, many commuter rail riders were having trouble closing the last 2.5 mile gap between the county’s two train stations and local job clusters. Some regular riders had purchased older cars, parked them permanently at the train 8 stations, and were using them to get to/from work. In search of a more sustainable solution, planners at the Solano Transportation Authority (STA) partnered with Lyft on a ﬁrst/last-mile program to enhance connectivity between the county’s regional rail and bus network and nearby job centers. The partnership provides 80% oﬀ of Lyft rides up to $25, for travel between participating transportation hubs in Solano county and local job centers, including clusters of manufacturing, medical, and government oﬃces. The program is a more cost eﬀective and convenient alternative to a traditional ﬁrst/last-mile shuttle, which would have suﬀered from long headways and empty seats outside of peak periods.

See [ 3.2.3 ] below for an in-depth case study.

Total Project Cost Contract Value: ~5k rides per month Percentage Of Work The Firm
Was Responsible For
100%
Period Over Which the Work was
Completed,
03/2019 - Present
Did Firm Meet Project Schedule? Y es
Brief Statement Of The Firm’s
Adherence To The Schedule And
Budget For The Project.

Project delivered in accordance with client expectations around schedule and budget.

3.2. 1. SANTA MONICA BIG BLUE BUS: MOBILITY ON-DEMAND EVERYDAY THE CHALLENGE. Santa Monica’s Big Blue Bus’ Dial-A-Ride program members were eager for a new solution that embedded more ﬂexibility into the agency’s paratransit oﬀering. Members often encountered challenges booking a ride during high demand periods: the system was oversubscribed between 9am and noon on weekdays, and undersubscribed most other times, making it diﬃcult to ensure riders were receiving a consistent level of service.

For BBB’s Dial-A-Ride, trips usually needed to be booked 24 hours in advance to a telephone information dispatcher who would schedule and dispatch the service for customers. The system didn’t allow BBB to oﬀer on-demand ride requests, track vehicles, or digitally process payments, which was becoming increasingly important information needed to measure program usage. BBB wanted to set up a new system that would 9 improve quality of life for customers and oﬀer more ﬂexible journey capacity without increasing BBB’s existing budget.

THE SOLUTION. Big Blue Bus (BBB) partnered with Lyft to provide on-demand services via a rebranded Dial-A-Ride program for older adults and people with disabilities living in Santa Monica. The new service called MODE, Mobility On-Demand Every Day, was launched on July 1, 2018 to overcome vehicle supply constraints and provide added mobility options for Santa Monica residents. Lyft's technology and ﬂexible transportation service network is allowing MODE to meet the high demand for service during peak times when members are most interested in traveling while increasing eﬃciency when the demand for transportation decreases.

The service is available seven days a week, and users can book a MODE ride via the Lyft app or online. Members are limited to a total of 30 rides per month. MODE oﬀers two fare types for a ride: a Low-Income Fare which costs $0.75, and a regular fare which costs $1.50.

OUTCOME AND IMPACT. The program has made a dramatic diﬀerence on riders’ lives, helping seniors continue to live independently and stay connected to their community.

Program participants have expressed that the new MODE service with Lyft is helping them stay more active and less isolated, reﬂecting the positive public health impacts of having reliable access to transportation. “This partnership is reﬂective of the changing mobility landscape and how transit agencies can adopt new technology to enhance the travel experience for MODE members throughout our City. Continuing to understand customer needs and meeting those needs through quick and innovative service delivery is critical to our success in providing outstanding and eﬃcient service," said Ed King, Director of Transit Services.

3.2.2. GOMONROVIA PROGRAM IS REDEFINING SUBURBAN MOBILITY THE CHALLENGE. Monrovia, an increasingly popular suburb of Los Angeles, stretches about 14 square miles with a population of around 38,000 people. The Southern California Association of Governments expects the region’s population to grow by 4 million people in the next 25 years. Looking at Monrovia, that ﬁgure isn’t hard to believe. During the past three years, the City has added more than 2,000 new jobs, nearly 2,000 new
residents, and the community is in the process of adding more than 2,200 new housing units to address skyrocketing housing costs. And while the growth is welcome, it also presents transportation challenges.

In early 2018, Monrovia city leaders were looking for innovative ways to oﬀer transportation options, to prepare the city for the mobility issues that come with increased population density and growing competition for limited parking.
10 Historically, Monrovia ran a traditional “Dial-a-Ride” shuttle service called Monrovia Transit to help residents move around the community and connect to regional transit services. The Dial-a-Ride transit program was a curb-to-curb service with ﬂexible routing instead of a ﬁxed route or schedule. That program cost the city about $1 million a year and provided around 38,000 trips annually.

Monrovia’s Dial-a-Ride system was inconvenient and ineﬃcient, struggling to get residents where they needed to go in a timely manner. City oﬃcials realized that the community needed a transit system that was more responsive to their transportation needs to save people time and convenience, while improving the operation’s eﬃciency.

THE SOLUTION. The City’s leadership aimed to combine local resources and existing services with innovative technology platforms to build an entirely new public transportation model for suburban communities like Monrovia. The City looked for transportation partners with whom they could work closely and who recognized the role of both public transit and emerging services in enhancing community mobility. That ethos aligned with Lyft’s mission to complement public transit.

Lyft and City oﬃcials developed and launched GoMonrovia, a ﬁrst-of-its-kind partnership that was launched in March 2018. The program, which
replaced the Dial-a-Ride program, incentivizes Shared
Rides to transit and around the City.

OUTCOME AND IMPACT. The adoption of GoMonrovia’s
new microtransit program with Lyft has exceeded
expectations, having grown ridership well over 1,000
percent. GoMonrovia is now one of the most successful
new mobility partnerships in the United States and has
become an interesting case study of how to grow
shared commuting, increase access to transit, and
decouple mobility from car ownership in suburban
communities. The City has received the Chapter
President’s Award by the Southern California Chapter of the American Society for Public Administration (ASPA),
as well as a Local Government Excellence Award from the International City/County Management Association (ICMA) for the GoMonrovia program.

By partnering with Lyft, the City of Monrovia has been able to oﬀer improved access to a larger variety of transit services for its growing communities. Ultimately, this unique partnership program has demonstrated that a new model for suburban mobility can be achieved through microtransit services with organizations like Lyft.

3.2.3. SOLANO COUNTY ENHANCES JOBS ACCESS WITH L YFT
THE CHALLENGE. Nearly 170,000 people commute to or from Solano County everyday, contributing signiﬁcantly to highway congestion in the San Francisco Bay Area. While commuter rail options exist, many riders to close the ﬁrst/last-mile gap between the 11 County’s two train stations and nearby destinations, including nearby job centers. While the train stations are served by local bus routes, the roughly 2.5-mile journey to nearby job centers requires a transfer, and can take anywhere from 25 to 80 minutes. Planners at the Solano Transportation Authority (STA) studying the situation noted that some rail commuters had resorted to purchasing older cars, which they parked permanently at the train stations and used to get to/from their ﬁnal destinations.

STA Planners considered launching a traditional ﬁrst/last-mile shuttle. However, there were concerns about the cost-eﬀectiveness of a service that would sit largely underutilized between infrequently-arriving trains, and outside of peak commute hours.

THE SOLUTION. In search of a more sustainable solution, planners at the Solano Transportation Authority partnered with Lyft on a ﬁrst/last-mile program to enhance connectivity between the
county’s regional rail and
bus network and nearby
communities. The
partnership, launched in
March 2019, provides 80%
oﬀ of Lyft rides up to $25,
for travel between
participating transportation
hubs in Solano County and
local job centers, including
clusters of manufacturing,
medical, and government
oﬃces. The subsidy can be
applied to up to 45 rides
per month.

Riders can register for the program through STA’s Mobility Call Center or by ﬁlling out a web application. To be eligible, participants must live or work in Solano County and be over the age of 18. Once approved, STA distributes a digital, in-app microtransit pass directly to the rider’s Lyft account. Riders without a Lyft account will also be sent instructions for setting one up.

OUTCOME AND IMPACT. The program has been a more cost-eﬀective and convenient alternative to a traditional ﬁrst/last-mile shuttle, which would have suﬀered from long headways and empty seats outside of peak periods.

In March 2020, when COVID-19 required temporary service cuts to several bus routes, STA expanded the Lyft partnership to help aﬀected communities retain access to essential services, such as medical appointments, pharmacies, and groceries. 12 4: Section 4 – Work Plan or Proposal

4. 1. This Section shall present a well-conceived service plan. Include a full description of major tasks and subtasks.

Lyft’s paratransit partnerships are built around our turnkey Digital Transit Pass , which allows agency partners to design programs that grant riders a deﬁned number of Lyft rides at an agency-speciﬁed level of subsidy. The City of Richmond will have the ability to design subsidized ride programs based on multiple eligibility criteria, including geographical boundaries, days of the week, hours of the day, and vehicle types.

For example, the Digital Transit Pass for the R-Transit RAPID program could be set up to collect a $3.00 co-pay for trips up to $20 booked through the Lyft app, so long as the trip meets the following criteria:
● Rider: rider’s telephone number is on eligibility list provided by agency ● Mode: Lyft Classic
● Service Area: trips must begin and end within the program service area ● Service Hour: 24/7
● Maximum # of Trips: 40 trips per month
The Digital Transit Pass will automatically verify rider eligibility at the time of booking, and apply subsidies to any qualifying trip. Lyft will invoice these subsidies to the agency on a recurring basis. The agency will not be invoiced for any ride that does not qualify for a subsidy based on the eligibility criteria.

The subsections below
discuss the Digital
Transit Pass setup
process in more detail,
followed by an overview
of how rider’s would
request rides through
the Lyft app.

4. 1. 1 DIGITAL TRANSIT PASS
SETUP
Our new Program
Planning Dashboard
will give agency staﬀ the
ability to design, launch,
and modify program
parameters in response
to changing program needs. The self-service dashboard will walk staﬀ through each step of the pass development process, from deﬁning restrictions based on service area (i.e 13 trip origins/destinations), service hour, and trip type, to enrolling and managing rider eligibility (e.g. pre-authorized customers). There are no limits on the number of diﬀerent digital passes (i.e beneﬁt levels) that can be created.

These steps are described more fully in the subsections below:

4.1.1.1 CHOOSING A SUBSIDY STRUCTURE
The dashboard will allow the City to design transit programs based on a range of diﬀerent subsidy structures. Again, there are no limits to the number of beneﬁt levels that can be created. Examples are highlighted below:
● Fixed Fare $A up to $Z. Rider pays a ﬁxed fare of $A. The agency covers remaining fare up to $Z. Rider responsible for any remaining fare. For example, Lyft could bill a rider a co-pay of $3.00, and invoice the City the remaining fare, up to $20. Lyft would bill the customer for any remaining fare above $20. ● % Discount on Rides up to $Y. The agency covers a % of ride costs up to $Y.

Lyft would bill the customer for any remaining fare greater than $Y. ● $X Discount / Free Rides up to $X. The agency covers rides up to $X, with the remainder being covered by the rider.
● Up to X Rides a Month/Day. Agencies can also place caps on the total number of trips that are eligible for subsidies over a given time period, for example up to 50 rides a month or 2 rides a day. Diﬀerent passes can be set up for diﬀerent beneﬁt levels (e.g. 10, 20, 30, 40). These rides can be replenished automatically at the beginning of each month/day.

4.1.1.2 DEFINING TRIP ELIGIBILITY
The dashboard will allow the City to create tailored ride programs based on custom geographical boundaries, days of the week, hours of the day, vehicle types, and trip types (e.g. shared vs. non-shared.
● Trip Type / Mode Eligibility. The city will be able to restrict the trip type or mode that riders can request
through the Lyft platform (e.g. Standard Lyft vs
Premium).
● Geofencing/Service Area Eligibility. The Lyft
platform includes a geofencing feature that allows
our agency partners to deﬁne customized
paratransit service areas. Program subsidies would
only be applied to trips that start and end within a
deﬁned zone. For example, geofences could be set
up to subsidize trips anywhere within a generalized
service area (e.g. within the cities of Richmond, El Cerrito, Kensington, El Sobrante, San Pablo, Pinole, and North Richmond).
● Service Hour Eligibility. Lyft has developed a “timeboxing” technology that allows our agency partners to limit program subsidies to trips that take place 14 within a deﬁned time window. Many partners use service hour restrictions to create on-demand paratransit programs with Lyft that mirror the hours of their overall ADA paratransit program.

4.1.1.3 ENROLLING RIDERS AND MANAGING ELIGIBILITY LISTS The Program Dashboard allows the City to design programs that are open to the general public, or restricted to a list of authorized participants. With the latter approach, the City can use the dashboard to set up and manage a program eligibility list. Rider information can be input individually or bulk uploaded via a spreadsheet. Once added to the eligibility list, riders will be sent an invitation to activate their digital pass; riders without a Lyft account will also be sent instructions for setting one up. The invitation can be clearly branded with the R-Transit logo, and include a friendly message to program riders. Staﬀ will also be able to use the dashboard to track all riders who have been added to a program’s eligibility list, and unenroll riders at any time.

4.1.1.4 CREATING A BRANDED EXPERIENCE
We aim to help our transit partners oﬀer programs that look and feel like seamless extensions of their agency’s network. From the initial invitation to activate the digital pass 15 through the ride booking process, the City will have opportunities to create customized in-app touchpoints and features that look and feel familiar to their riders. ● Branded Monthly Pass Invitation. Once added to the program eligibility list, riders will be sent an invitation to activate their digital microtransit pass. The invitation can be clearly branded with the R-Transit logo, and include a friendly welcome message to riders.
● Dynamically-Updated, Branded Program Pass. Riders will have access to their R-Transit--branded paratransit program pass within the Lyft app that describes the ride program, including eligible service areas, hours, and trip types; available subsidies; remaining trips; and valid dates.

4. 1.2 REQUESTING A RIDE THROUGH THE L YFT APP
Program participants will be able to request, track real-time information, and pay for rides through the Lyft app: our smartphone-based technology platform that matches ride requests to an available seat in a nearby vehicle—on-demand. The Lyft app is available for free download from both the Apple Store and Google Play.

The following narrative provides a high-level overview of the rider experience.

4.1.2.1 ACTIVATING THE DIGITAL MICROTRANSIT PASS
The City can use the Program Planning Dashboard [ 4.1.1.3 ] to set up and manage a program eligibility list.

Once added to the eligibility list via the Program Dashboard, riders will be sent an invitation to activate their digital pass; riders without a Lyft account will also be sent instructions for setting one up.

Once activated, riders will have access to a R-Transit-branded program pass within the Lyft app that describes the ride program, including eligible service areas, hours, and trip types; available subsidies; remaining trips; and valid dates.

4.1.2.2 RIDE BOOKING
To request a ride, participants simply open the Lyft app and enter their destination. The Lyft app will display available options [ 4.1.1.2 ], along with estimated arrival times and rider fares, net of any City-provided subsidies.

Once a transportation option is selected, riders conﬁrm that the GPS location for pick-up is correct, and then tap the “Request” button. Our platform will then route the ride request to nearby drivers in real-time.

4.1.2.3 COORDINATING PICK-UP
The Lyft platform includes multiple features to help drivers and riders ﬁnd each other:
● Real-time tracking. Once a match is made, the app will alert riders with an audible chime and tactile feedback. The alert is sent to the rider as a “push” notiﬁcation through the Lyft app, and as a text to the rider’s registered mobile 16 number. Riders can then use the app to see how far away the driver currently is, and the estimated time of arrival (in minutes). The system continues to calculate and update the estimated ETA in real-time until the rider is picked-up. ● Driver and vehicle information. The app will display a photo of the driver, a photo of the driver’s vehicle, and the vehicle’s license plate number. The license plate number is displayed prominently in the app during pick-up, making it easier for passengers to match it with the arriving vehicle.
● Arrival notiﬁcations. Riders receive notiﬁcations when their dispatched vehicle is two minutes away from the designated pickup location, and then again when the vehicle has arrived. These notiﬁcations are sent to the rider as a “push” notiﬁcation through the Lyft app, and as a text to the rider’s registered mobile number.
● Direct Communication. Once a driver has been matched with a rider, both parties can use the Lyft app to call or text each other. The Lyft app anonymizes the phone numbers to protect the privacy of both the passenger and driver. ● No-Show Policy. If drivers arrive at the designated pick-up location and are unable to locate the passenger, they are instructed to wait at least 5 minutes, and attempt to contact the passenger by phone or text before departing.

4.1.2.3. FARE PAYMENT
Lyft’s technology automates the process of fare collection and agency invoicing. Our platform collects customer co-pays automatically after each ride using the primary payment method designated on their Lyft account. During initial set-up, users are prompted to enter a primary payment method for their account. This primary payment method can be a major credit card (e.g. American Express, Visa, MasterCard, Discover), debit cards tied to checking accounts, prepaid debit cards, or Lyft Cash. At the end of a trip, the ride cost after deducting any agency-provided subsidies is billed directly to this primary payment method. Lyft will invoice the City for the subsidy portion of the fares on a monthly basis.

If a trip is not eligible for a subsidy, the initial fare estimate presented to the rider will not reﬂect a subsidy, and the customer will be responsible for the full trip fare.

Unbanked Riders
Our prepaid debit card solution and Lyft Cash payment option ensures that cities and transit agencies who partner with Lyft can meet Title VI requirements to provide unbanked riders access to the Lyft network. Riders without a credit card or checking account can pay for rides using prepaid debit cards. Debit cards can be purchased with cash at most grocery stores, convenience stores, and pharmacy chains, including CVS, Walgreens, Stop & Shop, Wegmans, and 7-Eleven. Riders can sign up for Lyft and designate a prepaid debit card as their primary payment method instead of a credit or debit card. Lyft has prioritized prepaid debit card solutions because it does not tie up funds for use on Lyft rides only, providing a more ﬂexible payment experience to cash-based users. Lyft Cash is a stored value payment method that allows riders to pre-load funds into a digital account, and use those funds for future Lyft rides. Riders 17 can visit one of Lyft’s 35,000+ retail partners (Walgreens, Walmart, Kroger, Family Dollar, etc.) across the United States to reﬁll their balances using cash.

4. 1.3 REPORTING AND INVOICING PROTOCOL
We provide all agency partners with invoices reﬂecting the total cost of services delivered in the previous month. Each invoice is accompanied by a detailed trip-level report that has been carefully designed in partnership with our public agency partners to inform ongoing program planning, evaluation, and reﬁnement—including NTD Reporting—while still protecting the personal travel privacy of customers. The data is provided in a csv/excel format, and structured in such a way that can be quickly imported into any oﬀ-the-shelf spreadsheet or GIS tool for further analysis and summary. These trip-level reports would be available for the City to access at any time through our Program Planning Dashboard [ 4.1.1 ], and are updated daily with newly completed ride details.

In addition, the City will also have access to our new Insights tool: an intuitive, analytics tool that can be used to visualize program trip reports for aggregate insights into how your paratransit programs are serving riders. Ride data will be viewable through the Insights tool as part of our reporting protocol, providing the City with turnkey analytics that will help staﬀ evaluate program health and plan ongoing program modiﬁcations.

Paired with the Program Planning Dashboard, the Insights tool will support a data-driven evaluation and reﬁnement process for the R-Transit RAPID programs.

4. 1.4 DRIVER ONBOARDING
Lyft’s technology platform connects independent contractor drivers operating their own vehicles to people in their communities who require transportation. As part of the onboarding process, each driver is pre-screened to ensure that they meet Lyft’s platform standards, as well as any applicable federal, state, and local requirements.

Lyft partners with three of the top background check agencies in the country to implement a driver pre-screening process that includes a driving history review and a criminal background check. These include:
● Driving History Review. Lyft reviews individuals’ motor vehicle records before they are approved to drive on the Lyft platform. Lyft also conducts continuous monitoring of driving records, providing our team with rapid insight into new citations and enabling us to quickly deactivate those who no longer meet Lyft’s safety standards. Applicants and existing drivers are prohibited from providing services on the Lyft platform if their motor vehicle records do not comply with the requirements set by the state, local statutes, or with Lyft’s internal criteria. ● Criminal Background Check. All Lyft drivers must pass a criminal background check. This background check includes a Social Security number trace, a nationwide criminal search, a county court records search, a federal criminal search, as well as a U.S. Department of Justice 50-state sex oﬀender registry 18 search. Any disqualifying criminal convictions are immediately ﬂagged for review. Drivers are prohibited from providing rides on the Lyft platform if their criminal background checks do not meet standards set by the state, local statutes, or with Lyft’s internal criteria. The screening process meets or exceeds requirements established by state and local law for the safe and legal delivery of transportation services through a transportation network company (TNC). Drivers that do not meet these standards are prohibited from providing services through the Lyft platform.

Once onboarded, we have multiple mechanisms in place to ensure drivers remain eligible to provide services through the Lyft platform. These include our real-time driver feedback system, as well as our continuous criminal monitoring and driving record checks:
● Real-Time Driver Feedback. Drivers on the Lyft platform are evaluated on an ongoing, real-time basis through our driver feedback system. At the end of each ride, riders are invited to rate their driver on a scale of 1-5 stars, and provide written feedback about their encounters. If the rider rates their driver 3 stars or lower, they will not be matched with the driver again. Rider feedback is shared anonymously with the driver to help them identify issues and provide the best possible experience for riders. Drivers that receive consistently low ratings will be ﬂagged for a follow up by the Lyft team, leading to support and coaching to improve an issue, and/or potentially resulting in the suspension of the driver from the platform.
● Continuous Driving Record Monitoring. Drivers are enrolled in continuous driving record monitoring, which monitors for disqualifying driving records on a continuous basis. Applicants and existing drivers are prohibited from providing services on the Lyft platform if their motor vehicle records do not comply with the requirements set by relevant state and local statutes, or with Lyft’s internal criteria.
● Continuous Criminal Monitoring. In addition to annual background checks, all active drivers on the Lyft platform in the region are enrolled in continuous criminal monitoring, which reports disqualifying criminal records to Lyft on an ongoing basis. Drivers are prohibited from providing rides on the Lyft platform if their criminal background checks do not meet standards set by relevant state and local statutes, or with Lyft’s internal criteria.
● Zero Tolerance Policy Enforcement. Lyft actively monitors rider feedback for indicators of zero tolerance drug and alcohol policy violations. For example, Lyft’s system will automatically escalate comments containing keywords such as “drunk” or “drugs” for immediate followup by our Trust and Safety team. Our monitoring parameters are intentionally broad to ensure that Lyft errs on the side of caution. For example, passenger feedback containing the phrase “trip to drug store” would be immediately escalated because the word “drug” was used. If passenger feedback suggests a violation of our zero tolerance policy, Lyft will immediately suspend a driver while our Trust & Safety team conducts an 19 investigation. If the investigation results in deﬁnitive evidence or even a strong suspicion of a zero tolerance policy violation, the driver will be permanently banned from the Lyft platform.

4. 1.4 POTENTIAL OUTREACH STRATEGIES
The City’s outreach and engagement eﬀorts will be supported by Lyft’s teams of policy, communications, and outreach professionals. Our teams look forward to partnering with the City staﬀ on the development of marketing strategies,
collateral, and instructional guides that drive program enrollment and help customers navigate the Lyft platform.

Examples of engagement strategies and collateral from our partnerships are highlighted below:

Infrastructure Branding
● Transit Stop Branding. Lyft has worked with a number of transit agencies—including the Greater Dayton RTA in
Ohio and Valley Regional Transit in Boise, Idaho—to
develop high visibility transit shelter wraps within the program service area to directly target transit riders and increase awareness of the on-demand mobility
programs available to them.
● Public Infrastructure. In addition to transit shelter wraps, we have worked with transit agencies to develop
marketing collateral that leverage recreational facilities and other street infrastructure to increase program awareness.

Print and Online Media
● Microsites. Lyft has experience partnering with transit agencies to launch rider education pages and registration pages. Lyft can also work directly with City staﬀ to create rider guides and instructional content that can be published to the City’s R-Transit website.
● Flyers, Press Releases, and Media. Lyft has partnered with many agencies to create ﬂyers, press releases,
and other promotional collateral to support agency
outreach and engagement eﬀorts.
● Social Media. Lyft’s transit partnerships tend to attract media attention, with multiple media outlets posting
news article links to their social media accounts that are shared widely.
20 4.2. This section of the proposal shall establish that the Proposer understands the City’s objectives and work requirements and Proposer’s ability to satisfy those objectives and requirements.

4.2. 1. The City of Richmond is accepting proposals from qualiﬁed ﬁrms who oﬀer transit services for ambulatory and non-ambulatory consumers 24/7 within west Contra Costa County and Martinez, CA. The Transportation services envisioned MUST be consistent with the goals and purpose of Tax Measure J, for Contra Costa County. The objectives are to establish a shuttle service that operates daily and is on-demand.

Our proposal leverages Lyft’s proven technology platform, which matches riders to an existing network of drivers operating across the San Francisco Bay Area, including west Contra Costa County. The City can seamlessly tap into that existing network to design their own rideshare-based transit programs, thanks to Lyft’s Paratransit Technology Suite.

Rides are available 24/7 within west Contra Costa County and Martinez, CA, with average wait times of under 5-10 minutes.

4.2.2. The goal is to support a partnership to help qualiﬁed residents and commuters travel within the City and throughout west Contra Costa County travel to and from existing and proposed transit hubs and isolated area of the City, and throughout all unincorporated areas of the west Contra Costa County.

As discussed in [ 4.1.1.3 ], the City can design ride subsidy programs that are restricted to a list of qualiﬁed residents and commuters. The City can use the Program Planning Dashboard to set up and manage a program eligibility list. Rider information can be input individually or bulk uploaded via a spreadsheet. Once added to the eligibility list, riders will be sent an invitation to activate their digital pass; riders without a Lyft account will also be sent instructions for setting one up. The invitation can be clearly branded with the R-Transit logo, and include a friendly message to program riders. Staﬀ will also be able to use the dashboard to track all riders who have been added to a program’s eligibility list, and unenroll riders at any time.

As discussed in [ 4.1.1.2 ], the City can restrict subsidies to trips that take place within the City of Richmond and/or select cities and destinations within west Contra Costa County.

This includes designated transit hubs and isolated areas of the City, as well as unincorporated areas of west Contra Costa County. The Digital Paratransit Pass will automatically verify trip eligibility at time of booking, and apply subsidies to any qualifying trip. Lyft will invoice these subsidies to the City on a recurring basis. The agency will not be invoiced for any ride that does not qualify for a subsidy based on the eligibility criteria.

4.3. Succinctly describe the proposed approach for addressing the required services and the ﬁrm’s ability to meet the City’s schedule, outlining the approach that would be undertaken in providing the requested services.
21 Lyft is able to execute the contract and launch the proposed program without delay, meeting the City’s goal of launching by the week of June 3, 2024 or prior. We outline our general implementation timeline for instituting a new program below However, given Lyft’s years of experience serving R-Transit’s RAPID program riders, as well as our existing relationships with City of Richmond staﬀ, we expect an expedited transition from pilot to program. Barring any signiﬁcant changes to service, Lyft should be able to launch the new program within hours (if not days) of an executed contract under this RFP.

We will schedule check-ins as needed with the City of Richmond team for the completion of tasks leading up to launch, and then set up regular check-ins with the team post-launch to monitor program implementation and address any issues that might arise.

WEEKS FROM CONTRACT EXECUTION
TASKS 1 2 3 4 5 6

PRE-LAUNCH
1 Develop Final Mobilization & Service Plan
2 Conﬁgure Technology Platform (Concierge & Digital
Passes)
3 Test Service Plan
4 Marketing and Outreach
POST-LAUNCH (ongoing through contract period)
5 Program Management (Auditing, Reporting,
Invoicing)
22 5: Section 5 – Proposed Innovations

5. 1. The Proposer may also suggest technical or procedural innovations that have been used successfully on other engagements and which may provide the City with better service delivery. In this Section discuss ideas, innovative approaches, and speciﬁc new concepts included in the Proposal that would provide beneﬁt to the City of Richmond.

Since 2019, Lyft has had the privilege of working alongside your team on the R-Transit RAPID program, expanding accessibility for people with disabilities in west Contra Costa County. We have learned a great deal from the amazing team at the City of Richmond over the years, and have invested in new features, processes, and tools that we are excited to roll out in support of the next phase of the program. These enhancements will help City of Richmond cost-eﬀectively scale the program to the broader community of paratransit riders, as well as stay on top of a rapidly changing mobility landscape.

For example, our new self-service Program Planning Dashboard [ 4.1.1 ] will give the City of Richmond the ability to design, launch, and modify program parameters in response to changing program needs. The self-service dashboard will walk staﬀ through each step of the pass development process, from deﬁning restrictions based on service area (i.e trip origins/destinations), service hour, and trip type, to enrolling and managing rider eligibility (e.g. pre-authorized customers). There are no limits on the number of diﬀerent digital passes (i.e. beneﬁt levels) that can be created.

The Program Planning Dashboard includes a self-service eligibility management tool [ 4.1.1.3 ]. With this new tool, the City will be able to enroll new riders directly, allowing riders to enjoy the beneﬁts of the R-Transit RAPID program as soon as they are approved. Rider information can be input individually or bulk uploaded via a spreadsheet.

Finally, our reporting and invoicing protocol [ 4.1.3 ] puts critical data on program ridership and spend at the City’s ﬁngertips. Instead of monthly trip reports, the City will be able to access trip data on-demand through the Program Planning Dashboard. The trip reports will be updated daily with newly completed ride details. 23 6: Section 6 – Project Staﬃng

6. 1. This Section shall discuss how the Proposer would propose to staﬀ this project.

Lyft structures our transit partnerships to integrate seamlessly with our operations infrastructure, providing a built-in foundation for ongoing issue resolution, marketing, reporting/evaluation, and reﬁnement once launched. In addition, Lyft provides each of its transit partners an additional layer of support through our dedicated Transit Partnerships Account Management team.

The team will leverage signiﬁcant investments in technology that Lyft has made to help ensure a reliable, high-quality experience on the Lyft platform. These include real-time supply balancing mechanisms that automatically alert drivers on our platform to areas of greater ride demand, data-driven ETA estimate algorithms based on the tens of thousands of on-demand trip requests every day in the SF Bay Area, and continuous screening mechanisms that help encourage drivers to always deliver the best possible service to riders.

Our Transit Partnerships team is always learning. Our collaborative ethos and iterative, data-driven approach to program design allow agency partners to continually experiment with and reﬁne their innovative mobility programs. As a result, we are always learning with our partners, and from our partners, developing industry best practices that we are able to share across all our programs.

6.2. Key project team members shall be identiﬁed by name, title and speciﬁc responsibilities on the project.

Calli Cenizal will serve as the Lyft's dedicated project manager. Calli will be supported by Lyft’s Transit Partnerships Specialist, Daniel Kim, who will provide day-to-day support to the City throughout the course of the partnership. Brief bios for key staﬀ are provided in the next section.

6.3. An organizational chart for the project team and resumes for key Proposer personnel shall be included.
24 CALLI CENIZAL | Head of Transit Partnerships
Calli leads the development, implementation, and evaluation of Lyft’s transit partnership programs across the US—from rider-choice paratransit programs to ﬁrst-last mile services. Over the last 5 years, Calli has helped launch over 100+ on-demand transit programs at Lyft. Calli has over 14 years of experience in short- and long-range multimodal planning and transportation program development.

Prior to joining Lyft, Calli worked at Nelson\Nygaard Consulting Associates specializing in transportation demand management and multimodal access, and as a transportation planner for the Massachusetts DOT. She has a Masters in City Planning from MIT. [~1-2 hours per week]
DANIEL KIM | Transit Partnerships Account Manager
Daniel leads implementation and day-to-day management of Lyft’s transit partnerships. Prior to Lyft, Daniel worked at CVS Health/Aetna where he developed a wide set of skills in account management, data analytics, and creative design. In his previous role, he managed the healthcare insurance programs for 60+ partners across a diverse set of industries in NYC and NJ.

Daniel has a Bachelor’s degree from UNC Chapel Hill in public policy analysis and statistics & analytics. [~2-4 hours per week]
SAM BALDOCK | Transit Partnerships Manager
Sam works to design, implement, and evaluate Lyft’s partnerships with cities and transit agencies. She has over ten years of experience cultivating strategic partnerships and managing large-scale initiatives across a variety of policy areas (e.g. economic development, downtown revitalization, and workforce development). Prior to joining Lyft, Sam led a policy and partnerships team at a tech-for-social-impact nonproﬁt that partners with state and local governments to solve their pressing policy issues through custom technology solutions. Sam has a Master of Public Administration from SUNY Albany. [~1-2 hours per month] EARL KAING | Senior Analytics Manager
Earl helps design and evaluate solutions tailored to the unique challenges facing our public partners. He brings 17+ years of transit and infrastructure planning experience, including roles as a business intelligence consultant with Accenture, where he focused on public infrastructure; and as a transit planner and analytics manager at San Francisco MTA, where he led complete streets projects to improve the transit rider experience. Earl has a Master of City Planning from UCLA, and a B.S. Mechanical Engineering from UC Berkeley. [~1-2 hours per month]
25 26
7: Section 7 – Proposal Exceptions

7. 1. This Section shall discuss any exceptions or requested changes that the Proposer has to the City’s RFP conditions and requirements.

We have attached our General Services Agreement (GSA) for public agency rideshare agreements as Appendix B. We have developed this GSA speciﬁcally for and in collaboration with our government agency partners, including the City of Richmond.

The GSA includes a description of the terms and insurance we generally include in our contracts, which have been derived and informed by similar agreements that we have crafted to support 100+ public agency partnerships. They also reﬂect our approach to delivering R-Transit’s RAPID program, which we have partnered with the City on since 2019.

Should we be fortunate enough to be selected for an award, we would like to propose the terms in the GSA as a starting point for contracting. We have approached each of our 100+ partnerships with a collaborative spirit. We appreciate the opportunity to work with the City on a ﬁnal contract and scope of services, based on our proposal and existing partnership with the City, that conforms to industry standards and all applicable federal, state, and local laws, while meeting the City’s requirements. 27 8: Section 8 – Proposal Costs Sheet and Rates

8. 1. This Section shall include the proposed costs to provide the services desired. Include any other cost and price information, plus a not-to-exceed amount, that would be contained in a potential agreement with the City.

Partnering with Lyft requires no up-front software implementation costs, nor any ongoing fees for technology and operations support. We oﬀer a pay-as-you-go structure tied to trips booked and delivered through the platform, which means that instead of a set per-month or upfront fee commitment, City of Richmond would only pay for rides taken under one of your programs. We are proposing that each ride would be priced according to Lyft’s prevailing public rate card for the region, which applies equally to all Lyft rides.

Attachment C is not applicable to the way services are priced under our existing contract with the City, given that we do not charge hourly rates for program setup or ongoing administration. Instead, we present our current rate card for standard Lyft trips across the SF Bay Area in the table below, and can also be found on our website here:
https://www.lyft.com/pricing/SFO . These pricing schedules are updated from time-to-time as rates change.

ATTACHMENT C
Lyft Classic Rate Card - April 2024
San Francisco Bay Area: East Bay Subregion
Description Fee
Base Fare 1.68
Cancel Penalty Varies
Cost per Mile 0.82
Cost per Minute 0.28
Maximum Fare 400.00
Minimum Fare 5.00
Scheduled Ride Cancel Penalty 10.00
Scheduled Ride Minimum Fare 5.00
28 Service Fee 3.80
Airport/Toll Fees Varies
The total cost per trip delivered via the Lyft platform will vary depending on several factors, including but not limited to:
● Distance / Time. Lyft uses a time- and distance-based fare for trips, including for wait times over 2 minutes.
● Dynamic Pricing. Lyft has developed proprietary algorithms that monitor driver supply 24/7 throughout a metro area to ensure that service levels remain high across the region. If supply requires adjustment in a speciﬁc area, Lyft may oﬀer drivers ﬁnancial incentives to provide service in the adjustment area. These incentives may result in higher fares. That being said, under our current 100+ public agency partnerships, historically only a small percentage of rides have been impacted by this “primetime” pricing.

8. 1. 1. Iterative Budget Management
Our pay-as-you-go pricing structure, paired with our ﬂexible program design features [ 4.1 ], and reporting protocols will give the City of Richmond the ability to adopt an iterative approach to budget management. Programs can quickly be scaled up or down or turned oﬀ completely in response to changing ridership patterns or funding sources. Program changes will be unconstrained by sunk capital investments, overhead costs, or contractual commitments to minimum trip volume/spend.
29 9: APPENDIX
APPENDIX A: Proposer Information Form
APPENDIX B: Lyft General Services Agreement
30 Appendix A: Proposer Information Form
31 32
33 5/1/2024

Appendix B: Lyft General Services Agreement
36 1
Lyft General Services Agreement (Transit)
Last Updated October 2022

LYFT, INC.

GENERAL SERVICES AGREEMENT
This General Services Agreement, together with any Order Form(s) in effect from time to time during the Term, sets forth the terms of Agency’s use of the Lyft Services (as defined in Section 1 below) and is entered into as of the date on which this Agreement is fully executed as indicated in the signature blocks below (“Effective Date”) between Lyft, Inc., a Delaware corporation located at 185 Berry St., Suite 400, San Francisco, CA 94107, (“ Lyft”) and [counterpartyName], located at [counterpartyAddress] (“Agency”). This “ Agreement” consists of the following Terms and Conditions and any attachments, exhibits, or appendices hereto.

WHEREAS, Lyft operates a multimodal, transportation -as-a-service platform (the “ Lyft Platform”) and mobile application (“ Lyft App”). An Administrator and/or a Rider may request Rides through the Lyft Platform or the Lyft Ap p. Drivers may accept Ride Requests and provide Riders with transportation services. Agency wishes to use the Lyft Services to administer, track, and manage transportation-related services of its Riders as outlined below. In some instances, a Driver may b e an employee, contractor, representative, agent, or subcontractor of a company providing wheelchair accessible vehicle transportation services (“ WAV Driver ”), and such WAV Driver may provide Riders with transportation services using a vehicle owned or leased by such company.

NOW, THEREFORE , in consideration of the terms contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

TERMS

AND CONDITIONS

1. Definitions.

“Administrator(s)” means any agent authorized by Agency to serve as an Agency Account administrator.

“Charges” means Quoted Fare or Variable Fare, Additional Fees, Third-Party Fees, Services Fee, and tips as applicable to the specific Lyft Ser vices. The Lyft Product Descriptions define Quoted Fare, Variable Fare, Additional Fees, Third-Party Fees, and Services Fee.

“Agency Account” means a central Lyft account and its related sub -accounts established for Agency in connection with its use of one or more of the Lyft Services.

“Agency Personnel” means any employees, agents, and/or contractors of Agency.

“Driver(s)” means independent third -party person(s) authorized to provide driving services using their personal vehicles on the Lyft Platform. Drivers, including WAV Drivers, are users of the Lyft Platform and are not employees, subcontractors, representatives, or agents of Lyft; rather, Drivers provide driving services at their own direction and control.
37 2
Lyft General Services Agreement (Transit)
Last Updated October 2022

“Law” means any statute, law, ordinance, regulation, rule, judgment or order of a government, court, or tribunal of competent jurisdiction, including, without limitation, any data protection laws, privacy laws, any laws that require Agency to obtain consent from a Rider or provide notice to a Rider in connection with the Lyft Services, the U.S. Foreign Corrupt Practices Act, rules established by the Federal Communications Commission, any federal or state anti -spam statute or regulation, including the CAN SPAM Act of 2003 (“CAN-SPAM Act ”), or any federal or state statute or regulation prohibiting the dissemination of unsolicited communications, including the Telephone Consumer Protection Act of 1991 (“TCPA”).

“Lyft Portal” means an online portal owned or operated by Lyft that provides Agency access to authorized Lyft Services in connection with the Agency Account.

“Lyft Product Descriptions” means descriptions of the Lyft Services and terms, as may be updated by Lyft from time to time, with respect to use of the Lyft Services, which can be found at https://go.lyftbusiness.com/product-descriptions and are hereby incorporated into this Agreement by reference.

“Lyft Services” includes, without limitation, Business Profiles, Concierge, Lyft Pass, the Lyft Portal, and any future products and/or services offered by Lyft.

“Lyft Privacy Policy” means Lyft’s policy, as may be updated by Lyft from time to time, with respect to how Lyft collects, uses, and shares personal information and how users of the Lyft Platform, including Riders and Drivers, may exercise choices and rights in their information, which can be found at https://www.lyft.com/privacy.

“Lyft Terms of Service” means Lyft’s terms of service, as may be updated by Lyft from time to time, with respect to use of the Lyft Platform by Riders and Drivers, which can be found at https://www.lyft.com/terms.

“Order Form” means an order form attached to this Agreement that identifies, among other terms, the Lyft Services that Agency desires to access, the Services Fee, and the corresponding payment terms.

“Request” means a request via the Lyft Platform or Lyft App for transportation from one location to another location.

“Ride(s)” means the driving services that are provided by Drivers. Each Ride begins when the Rider enters a Driver’s vehicle and ends when the Rider exits the vehicle. Lyft does not provide Rides; rather, Lyft enables the matching of Drivers and Riders through the Lyft Platform.

“Rider(s)” means person(s) who submits a Ride Request, or for whom a Ride Request is submitted, through the Lyft App or using the Lyft Platform.

2. Lyft Services.

a. Provision of Lyft Services. Lyft will make the Lyft Services available to Agency in accordance with this Agreement. Subject to the terms and conditions of this Agreement, Lyft grants Agency a non-exclusive, non-transferrable, revocable, limited license to use the Lyft Platform and the Lyft Services during the Term set forth in Exhibit A and in strict compliance with this Agreement and applicable Law.

Lyft reserves all rights not expressly granted to Agency under this Agreement. Riders may use the Lyft Platform to request and/or take Rides as set forth in the Lyft Terms of Service and Lyft Privacy Policy. In the event of any conflict between this Agreement and the Lyft Terms of Service and/or Lyft Privacy Policy 38 3
Lyft General Services Agreement (Transit)
Last Updated October 2022
as it relates to Agency, this Agreement shall control. Agency acknowledges and agrees that all Riders must be at least eighteen (18) years old to receive or use any of the Lyft Services pursuant to this Agreement unless such Rider is accompanied by a person who is eighteen (18) years of age or older. Agency further acknowledges and agrees that if Agency or the entity accessing the Lyft Services is a Covered Entity or a Business Associate of a Covered Entity as those terms are defined by the Health Insurance Portability and Accountability Act of 1996, as amended, (“HIPAA”), and Agency or such entity uses the Lyft Services to enable Riders to receive access to Rides to and/or from healthcare services, which may include COVID-19 vaccinations, mental health, or general medical care, and discloses Protected Health Information (as defined by HIPAA) to Lyft, then Lyft’s Business Associate Agreement ( https://go.lyftbusiness.com/business- associate-agreement/) shall apply and is incorporated herein.

b. Agency Account. To access the Lyft Services, Agency must have a Agency Account and provide true, accurate, current, and complete information as requested during the account creation process.

Agency must ensure that such information is true, accurate, current, and complet e throughout the Term.

Agency is solely responsible for all use (whether or not authorized) of the Lyft Services under the Agency Account, and for all acts and omissions of anyone that accesses such Agency Account, as well as for all Charges generated under such Agency Account. Agency agrees to take all reasonable precautions to prevent unauthorized access to or use of the Lyft Services or the Agency Account and will notify Lyft promptly upon the discovery of any known or suspected unauthorized or fraudulen t activity occurring under the Agency Account. Lyft will not be liable for any loss or damage arising from unauthorized or fraudulent use of the Agency Account, except to the extent caused by Lyft’s gross negligence or willful misconduct.

c. Affiliates. If applicable to Agency, Agency’s Affiliates may utilize the Lyft Services directly from Lyft under this Agreement, provided that all of Agency’s Affiliates’ activities are subject to this Agreement. Agency will be responsible for the acts and omissions of Agency’s Affiliates in connection with each Affiliate’s use of the Lyft Services. Lyft has the right to bring claims for violation of this Agreement by Agency’s Affiliates against such Affiliate, Agency, or both, at Lyft’s sole discretion.

d. Restrictions. Agency shall not, and shall not allow others to, (i) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Lyft Platform and/or the Lyft Services; (ii) use the Lyft Platform, the Lyft Services, and/or any data received from the Lyft Services in violation of applicable Law, third -party rights, and/or this Agreement; (iii) sublicense, repackage, lease, rent, sell, give or otherwise transfer or provide the Lyft Platform and/or the Lyft Services to any unaffiliated third party except as may be provided in this Agreement; (iv) replicate or modify the Lyft Platform, the Lyft Services, and/or their elements, except as expressly permitted hereunder or in any applicable API te rms made available by Lyft; (v) substantially replicate or modify the Lyft Platform, the Lyft Services and/or their elements, except as expressly permitted hereunder or in any applicable API terms made available by Lyft; (vi) use incorrect or outdated Ride r information in connection with this Agreement; (vii) interfere with, modify or disable any features or functionality of the Lyft Platform and/or the Lyft Services; (viii) transmit files, documents, or any other material that contains viruses, Trojan hors es, spyware, worms or any other malicious, harmful, or deleterious programs; (ix) use the Lyft Services and/or Lyft Platform in connection with unsolicited, unwanted, or harassing communications (commercial or otherwise), including, but not limited to, pho ne calls, SMS messages, chat, voice mail, or video; and/or (x) use the Lyft Services to submit Requests for Riders who are under 18 years of age, unless such Rider is accompanied by a person who is eighteen (18) years of age or older.

3. Charges and Payment.

a. Payment Obligations. As applicable to the Lyft Services and payment terms selected on an applicable Order Form, Agency and/or Rider, as applicable, will be liable for all Charges incurred through 39 4
Lyft General Services Agreement (Transit)
Last Updated October 2022
their use of the Lyft Services. Lyft offers billing and pa yment options for each Lyft Service, as generally described in the Lyft Product Descriptions.

b. Cancellations, No-Show Fees, and Other Fees. As applicable to the specific Lyft Services, Agency and/or Rider will be liable for all Additional Fees and Third -Party Fees (as defined in the Lyft Product Descriptions).

c. Payment Card. For Lyft Services that are paid via payment card, Agency is responsible for either (i) enabling auto -recharge on the Agency Account or (ii) ensuring that the Agency Account has a sufficient positive balance to cover the undisputed Charges due. Agency expressly acknowledges and agrees that Lyft may use a third-party intermediary to process credit and debit card payments, in which case such third-party intermediary will have access to, st ore, and use Agency’s billing data as necessary to process its payment.

d. Invoicing. For payments via invoicing, Lyft will invoice Agency for all applicable Charges on a monthly basis. All invoices shall be paid, without offset or deductions, within thirty (30) days of the date of invoice. Subject to Section 3(f) (Disputes of Charges) below, if Agency is overdue on any payment and fails to cure such non-payment within ten (10) business days of written notice of the non-payment, then Lyft may (i) assess and Agency will pay a late fee of the lesser of 1.5% per month or the maximum amount allowable by Law, and/or (ii) suspend the Lyft Services associated with Agency's account until such non - payment is corrected.

e. Taxes. Agency shall be responsible for the payment of any applicable direct or indirect sales or use taxes or any value added or similar taxes payable, arising out of or in connection with this Agreement (collectively, “Taxes”), other than taxes based upon Lyft's income. In the event that Lyft pays any such Taxes on behalf of Agency, Lyft shall invoice Agency for such Taxes, and Agency agrees to pay such Taxes in accordance with this Agreement.

f. Disputes of Charges. Within thirty (30) days of the date of the applicable Charge or invoice, Agency must notify Lyft in writing if it disputes any portion of any Charges paid or payable by Agency under this Agreement and provide documentation that supports its position. Lyft will work with Agency to resolve the applicable dispute promptly. Notwithstanding a nything to the contrary in this Agreement, Quoted Fares are not subject to disputes. Lyft reserves the right to suspend Agency Account in the event Agency unreasonably disputes the Charges until such dispute is resolved. If Agency disputes any Charges under this Section, and such dispute remains unresolved in excess of sixty (60) days, provided any delay is not due to Lyft’s investigation, Lyft may suspend the Agency Account until such dispute is resolved. If Agency does not provide Lyft with the written no tice of its dispute of Charges and supporting documentation within the thirty (30) day notice period described above, Agency expressly waives its right to dispute such paid or payable Charges. If Agency fails to pay any undisputed amounts due under this Section, upon five (5) days’ prior notice to Agency, Lyft may suspend or limit Agency’s access to the Lyft Platform for such Agency Account until such non-payment is corrected.

g. Suspension. If Agency fails to pay any undisputed amounts due under this Section, upon five (5) days’ prior notice to Agency Lyft may suspend or limit Agency’s access to the Lyft Platform for such Agency Account until such non -payment is corrected. Lyft will have no liability for any damage, losses (including any loss of data o r profits) and/or any other consequences that Agency may incur in connection with any suspension of the Lyft Platform and/or the Lyft Services pursuant to this Section.

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4. Proprietary Rights.

a. Ownership. Lyft and its affiliates are and shall remain the owner s of all right, title and interest in and to the Lyft Platform and the Lyft Services, including updates, enhancements, and new versions thereof, all data related to the use of the Lyft Platform and the Lyft Services, and all related documentation and mater ials provided or made available to Agency or any Rider by Lyft in connection with this Agreement.

b. Feedback. Agency acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information about Lyft, the Lyft Platform, and/or the Lyft Services (“Feedback”) provided by Agency or any Rider to Lyft are optional, anonymized, aggregated, non-confidential and shall become the sole property of Lyft. Lyft shall have exclusive rights to Feedback, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of Feedback for any purpose, commercial or otherwise, without notice, acknowledgment or compensation to Agency or any Rider.

c. Use of Marks. Each party (the “Licensor ”) hereby grants to t he other party (the “Licensee”) a revocable, time -limited, royalty -free, non -exclusive, non -transferable, non -sublicensable right and license to use all names, marks and logos associated with the Licensor (collectively, “ Licensor Marks”) during the Term, s olely in furtherance of Licensee’s obligations in this Agreement. Licensee’s use of any of the Licensor Marks shall be subject to the Licensor’s prior written approval in each instance.

Licensor warrants and represents that it has (or has obtained from all appropriate rights holders) all necessary rights and authority to grant the license granted by it hereunder. Licensee hereby covenants and agrees that the Licensor Marks shall remain the sole and exclusive property of Licensor and that Licensee shall not hold itself out as having any ownership rights with respect thereto. Any and all goodwill associated with the Licensor Marks shall inure directly to the benefit of the Licensor. Upon termination or expiration of this Agreement for any reason, Licensee shal l immediately discontinue all use of the Licensor Marks.

Licensee’s use of the Licensor Marks must conform to Licensor’s usage guidelines and instructions as Licensor may provide or update from time to time (and in no event shall the color, style, appearan ce, or relative dimensions of the Licensor Marks be altered or changed in any way).

d. Data. All information related to Agency, Riders, and its/their use of the Lyft Platform and/or the Lyft Services as received, collected, compiled, aggregated or produced b y Lyft in connection with this Agreement, including but not limited to, the information contained within the Lyft Portal and the Agency Account, shall be governed by the terms of the Lyft Privacy Policy, and Lyft shall have the right to use such data as set forth in the Lyft Privacy Policy. For the avoidance of doubt, Lyft may disclose such information to the extent required by a court of competent jurisdiction or other governmental authority or otherwise as required by Law, without notice to Agency or Riders. Lyft determines the extent to which such data will be provided to Agencies through the Lyft Portal and Agency Account, as described in Data Reporting Addendum. Lyft reserves the right to add, remove, and update features and functionality related to such data at any time, and Lyft will not be responsible for any loss of data or any other damages associated with such changes. Agency agrees to use the data contained within Agency Account, the Lyft Portal, and/or any reports solely for legitimate business purposes related to managing and administering the Lyft Services including, but not limited to, business expense processing, accounting, program management, and budgeting purposes.

5. Confidentiality.

a. Definition. “Confidential Information” is any information, technical data, or know-how furnished by a party (the “Disclosing Party”) to the other party (the “Receiving Party”), whether written, electronic, oral or other form that: (i) is marked, accompanied or supported by documents clearly designating the information as “confidential” or “proprietary;” (ii) is identified by the Disclosing Party as 41 6
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confidential before, during or promptly after the presentation or communication; or (iii) should reasonably be known by Receiving Party to be confidential. This Agreement (including all Order Forms and other attachments hereto) also is Confidential Information.

b. Exceptions. This Agreement imposes no obligation upon a Receiving Party with respect to information designated as confidential which: (i) was previou sly known to Receiving Party without an obligation of confidentiality; (ii) was acquired by Receiving Party from a third party which was not, to the Receiving Party's knowledge, under an obligation to not disclose such information; (iii) is or becomes publicly available through no fault of Receiving Party; (iv) Disclosing Party gave written permission to Receiving Party to disclose, but only with respect to such permitted disclosure; or (v) was independently developed without use of the Disclosing Party’s Confidential Information.

c. Protection of Confidential Information. Except as otherwise required by applicable Law, each Receiving Party agrees that (i) it will use the Confidential Information of the Disclosing Party solely for the purpose of performing its obligations or exercising its rights under this Agreement, and (ii) it will not disclose the Confidential Information of the Disclosing Party to any third party other than the Receiving Party's employees or agents on a need -to-know basis who are bound by obligations of nondisclosure and limited use at least as strict as those contained herein. The Receiving Party will protect the Confidential Information of the Disclosing Party in the same manner that it protects the confidentiality of its own proprietary and confidential information and materials of like kind, but in no event using less than a reasonable standard of care. The Receiving Party is responsible for any breach of the confidentiality provisions of this Agreement by its employees or agents. Confid ential Information disclosed by the Disclosing Party to the Receiving Party will at all times remain the property of the Disclosing Party. No license under any trade secrets, copyrights, or other rights is granted under this Agreement or by any disclosure of Confidential Information under this Agreement. Upon request by the Disclosing Party, the Receiving Party will return all copies of any Confidential Information to the Disclosing Party. If returning such copies is not commercially feasible for the Receiv ing Party, and if permitted by applicable Law, the Receiving Party shall destroy such copies.

d. Compelled Disclosure . In the event the Receiving Party receives a subpoena or other validly issued administrative or judicial process demanding the disclosure o f Confidential Information or is otherwise required by Law to disclose Confidential Information, the Receiving Party shall give the Disclosing Party prompt written notice of such request prior to disclosure, shall allow the Disclosing Party to provide a redacted copy of the record and assert any defenses to disclosure of Confidential Information that may be available, and shall make diligent efforts to limit disclosure pursuant to any available bases under applicable Law. If the Receiving Party is required to release the Disclosing Party’s Confidential Information, it nevertheless shall use any available authorities to redact personal or business confidential information from such records to the extent consistent with applicable Law or the final judgment.

Confidential Information disclosed by the Disclosing Party to the Receiving Party will at all times remain the property of the Disclosing Party. No license under any trade secrets, copyrights, or other rights is granted under this Agreement or by any disclos ure of Confidential Information under this Agreement. The inadvertent production of any “Confidential Information” by any party shall not constitute a waiver of any rights.

If Agency is a public entity and receives a request pursuant to the Freedom of In formation Act (“FOIA”) or other applicable state public records laws, Agency shall, unless prohibited by applicable Law, (i) promptly notify Lyft of such request; (ii) deny the request and/or provide Lyft with a reasonable opportunity to object to disclosu re, and no fewer than ten (10) business days prior to the proposed disclosure to take appropriate action to prevent disclosure; and (iii) reasonably cooperate in any efforts made by Lyft to prevent disclosure. If Agency is nonetheless legally compelled or required to release Lyft Confidential 42 7
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Information, Agency will furnish that portion (and only that portion) of Lyft Confidential Information that it is legally compelled or required to disclose.

6. Notice and Consents.

a. Notices. As applicable to the Lyft Services, Agency is obligated to notify, and shall notify, Riders that Agency will receive information related to certain Rides, including but not limited to, for example, name of Rider, time of ride, and ride cost. Agency agrees that all Riders who do not ha ve a Lyft account for whom Agency request Rides via Concierge consent to the following terms: “By accepting Lyft Concierge Rides, you consent to Lyft’s Terms of Service, which is available at https://www.lyft.com/terms.”

b. Automated Text Messaging or Calls . Agency acknowledges that certain Lyft Services require or allow Agency to provide name, phone number, and/or email address of Riders or other individuals to Lyft. If Agency elects to use such Lyft Services, including Concierge and Lyft Pass, and provides Lyft with the phone numbers of Riders or other individuals via the Lyft Services, Agency represents and warrants that it will obtain all rights, permissions, and consents necessary under the TCPA and any other applicable federal, state and local laws, rule s or regulations for Agency and/or Lyft to use an automatic telephone dialing system to call, text or otherwise contact the recipient associated with the phone number provided by Agency (whether a Rider or otherwise) including via SMS message or voice call , in relation to a Ride taken by a Rider, and/or Agency’s use of the Lyft Services. Agency acknowledges and agrees that by providing an individual’s phone number via the Lyft Services for any purpose, such individual (whether a Rider or otherwise) shall receive automated communications, including but not limited to SMS messages or phone calls relating to a Ride, and/or Agency’s other uses of the Lyft Services.

c. Emails. If Agency provides Lyft with the email addresses of Riders or other individuals, Agency will obtain all rights and permissions necessary under the CAN-SPAM Act and any other applicable federal, state, and local laws, rules or regulations in order to enable Lyft to email such persons.

d. Data Usage. Agency consents on behalf of itself and each Rider to allow Lyft to use any information provided by Agency to (i) provide the Lyft Services; (ii) transmit a Ride Request via the Lyft Platform to available Drivers; (iii) send automated transactional communications, including but not limited to SMS texts or phone calls, to the Rider or other individual relating to the Ride and/or the provision of the Lyft Services; (iv) share the information with the Driver who accepted the Request, provided that the Driver will only receive the first name of the Rider and pick up and drop off location; and (v) use and store the information for the internal purposes of Lyft, subject to the Lyft Privacy Policy. Agency also consents on behalf of itself and each Rider to allow Lyft to share any Agency or Rider information with Agency’s authorized vendors, service providers, and subcontractors for purposes of performing its obligations hereunder.

e. Record Maintenance. Agency agrees that it shall maintain records sufficient to demonstrate all applicable and necessary consents under this Section 6, and Agency agrees to make such records available to Lyft promptly, and no later than ten (10) days after receiving a request from Lyft for such records. Agency shall maintain such records for a period of not less than six (6) years from the last Request submitted for such Rider.

7. Representations and Warranties.

a. Mutual Representations and Warranties . Each party represents and warrants to the other party that (i) it has s ufficient rights and authority to enter into this Agreement; (ii) it grants the rights and 43 8
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assumes all of its respective rights and obligations set forth herein; and (iii) the person signing on the respective party’s behalf has the authority to execute and bind the respective party to this Agreement.

b. Agency Representations and Warranties . Agency represents and warrants that (i) it has obtained all rights, permissions, and consents necessary under the TCPA and any other applicable Law for Agency and/or Lyft to use an automatic telephone dialing system to call, text or otherwise contact the Rider or other individual associated with the phone number provided by Agency, including via SMS message or voice call, in relation to a Ride requested for or taken by a Rider, and/or Agency’s use of the Lyft Services; and (ii) it has obtained all rights and permissions necessary under the CAN -SPAM Act and any other applicable Law to enable Lyft to email Riders and other individual associated with the phone number provided by Agency solely in conjunction with providing the Lyft Services. In addition, if Agency is a non- federal transit agency, then Agency further represents and warrants that will not use the Lyft Platform or the Lyft Services in any manner that violates indu stry standards, and applicable regulations, policies, or guidance, published by the FTA (Federal Transit Administration) at https://www.transit.dot.gov/shared - mobility or https://www.transit.dot.gov/.

c. Rider Eligibility Representations and Warranties. Agency further represents and warrants that Agency is solely responsible and liable for (i) determining and monitoring a Rider’s eligibility for the Lyft Services to the extent there is an applicable eligibility requirement, (ii) determining, as applicable, whether to bill and/or file claims for reimbursement from any federal, state, and/or commercial health benefit plan and/or program, including but not limited to Medicare, Medicaid, and any COVID-19 funded programs (e.g., Centers for Disease Control and Prevention; Public Health and Social Services Emergency Fund) (collectively, “Payors”) for Rides completed via the Lyft Services, (iii) complying with all applicable federal, state, regional, and local laws and regulations related to the billing and filing of claims, and (iv) as applicable, billing and/or filing claims for reimbursement from Payors for Rides completed via the Lyft Services. Agency shall indemnify, defend, and hold harmless the Lyft Indemnified Parties (as defined in Section 9 below) from and against any and all claims, losses, damages, fines, penalties, and/or interest based upon and/or related to Rider eligibility, the billing and/or submission of claims to any Payor, and/or for any breach of the representations and warranties in this paragraph. ANY LIMITATIONS OF LIABILITY IN

THIS AGREEMENT SHALL NOT APPLY TO ANY CLAIMS OR INCIDENTS RELATED TO AGENCY’S INDEMNIFICATION AND DEFENSE OBLIGATIONS UNDER THIS PARAGRAPH.

This paragraph shall survive any termination or expiration of this Agreement.

8. Disclaimer. EXCEPT AS EXPRESSLY SET FORTH ABOVE AND TO THE FULLEST

EXTENT PERMITTED BY LAW, LYFT SPECIFICALLY DISCLAIMS ALL WARRANTIES WITH

RESPECT TO THE LYFT PLATFORM AND/OR THE LYFT SERVICES, WHETHER EXPRESS OR

IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LI MITATION, ALL IMPLIED

WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR ANY

PARTICULAR PURPOSE, ALL WARRANTIES ARISING FROM ANY COURSE OF DEALING,

COURSE OF PERFORMANCE OR USAGE OF TRADE, AND ALL WARRANTIES RELATED TO THIRD-PARTY EQUIPMENT, MATERIALS, SERVICES OR SOFTWARE. LYFT PROVIDES THE LYFT PLATFORM AND THE LYFT SERVICES “AS IS”. LYFT DOES NOT WARRANT THAT THE

LYFT PLATFORM AND/OR THE LYFT SERVICES WILL MEET AGENCY REQUIREMENTS OR

THAT THE OPERATION OF THE LYFT PLATFORM AND/OR THE L YFT SERVICES WILL BE UNINTERRUPTED OR ERROR FREE. LYFT DOES NOT GUARANTEE THE AVAILABILITY OF

DRIVERS OR WARRANT THAT ANY PARTICULAR RIDE REQUEST WILL BE ACCEPTED OR FULFILLED. TO THE EXTENT THIS DISCLAIMER CONFLICTS WITH APPLICABLE LAW, THE

SCOPE AND DURA TION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW. THE FULL SCOPE OF LYFT’S OBLIGATIONS TO PROVIDE

SERVICES UNDER THIS AGREEMENT ARE SET FORTH IN THE ORDER FORM, SUBJECT TO THE AGENCY’S PAYMENT TO LYFT OF THE FEES SET FORTH THERE IN. THE PARTIES 44 9
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ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT IS NOT SUBJECT TO 49 C.F.R. §37.23 AND THAT LYFT IS NOT RESPONSIBLE FOR SATISFYING THE AGENCY’S OBLIGATIONS

UNDER THE ADA TO PROVIDE TRANSPORTATION SERVICES FOR INDIVIDUALS WITH DISABILITIES.

9. Indemnification.

a. Indemnification by Lyft.

i. Infringement Indemnity. Lyft will indemnify, hold harmless, and defend Agency and its directors, officers, employees, agents, stockholders, and Affiliates (collectively, the “ Agency Indemnified Parties ”) from and against all third -party demands, actions, suits, discovery demands, including, without limitation, third -party subpoenas, government investigations or enforcement actions, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs) related thereto, from a third party (collectively, “Claim(s)”) alleging that the use of the Lyft Services as permitted hereunder infringes or misappropriates a third-party copyright, trade secret, trademark or patent.

ii. Infringement Options. If the use of the Lyft Services and/or the Lyft Platform by Agency has become, or in Lyft’s opinion is likely to become, the subject of any claim of infringement, Lyft may at its option and expense: (a) procure for Agency the right to continue using the Lyft Platform and/or the Lyft Services as set forth herein; (b) modify the Lyft Platform and/or the Lyft Services to make it non- infringing; or (c) if the foregoing options are not reasonably practicable, terminate this Agreement. This Section 9(a) (Indemnification by Lyft) states Agency’s exclusive remedy, for any claim by a third party alleging that the use of the Lyft Services as permitted hereunder infringes or misappropriates a third-party copyright, trade secret, trademark or patent.

iii. Limitations. Lyft will have no liability or obligation with respect to any Claim arising out of: (a) use of the Lyft Platform and/or the Lyft Services by Agency not in accordance with this Agreement; or (b) the combinatio n, operation, or use of the Lyft Platform and/or the Lyft Services with other applications, portions of applications, products, or services where the Lyft Platform and/or the Lyft Services would not by itself be infringing.

b. Indemnification by Agency. Agency will indemnify, defend and hold harmless Lyft and its directors, officers, employees, agents, affiliates, successors and assigns (collectively, the “ Lyft Indemnified Parties”) from and against any third-party Claim made or brought against a Lyft Indemnified Party alleging or arising out of (i) Agency’s and/or Agency Personnel’s acts or omissions, or breach of this Agreement, (ii) violation of Agency’s representations and warranties in Section 7(b); (iii) Agency’s or Agency Personnel’s failure to obtain , maintain, or prove the consents required under Section 6 of this Agreement, (iv) Agency’s or Agency Personnel’s violation of applicable Law, and/or (v) any activity under the Agency Account, except to the extent caused by Lyft’s breach of this Agreement. If Agency is a non- federal agency, then Agency’s indemnity obligations in this Section 9(b) and Section 7(c) above apply to the extent permissible under applicable state Law.

c. Conditions of Indemnification . As a condition of the foregoing indemnification obligations: (i) the indemnified party (“Indemnified Party”) will promptly notify the indemnifying party (“Indemnifying Party”) of any Claim, provided, however, that the failure to give such notice shall not relieve the Indemnifying Party of its obligations hereunder except to the extent that the Indemnifying Party was actually and materially prejudiced by such failure; (ii) the Indemnifying Party will have the sole and exclusive authority to defend or settle any such Claim (provided that, the Indemnifying Party will obtain the Indemnified Party's consent in connection with any act or forbearance required by the Indemnified 45 10
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Party, which consent will not be unreasonably withheld); and (iii) the Indemnified Party will reasonably cooperate with the Indemnifying Party in connection with the Indemnifying Party’s activities hereunder, at the Indemnifying Party’s expense. The Indemnified Party reserves the right, at its own expense, to participate in the defense of a Claim. The Indemnifying Party will pay all costs and reasonable legal fees following notice of the Claim, which shall be provided in accordance with this Section 9, and any settlement amounts agreed to be paid by the Indemnifying Party or any damages awarded against the Indemnified Party in connection wi th any such Claim. Notwithstanding anything herein to the contrary, the Indemnifying Party will not settle any Claims for which it has an obligation to indemnify hereunder admitting liability or fault on behalf of the Indemnified Party, nor create any obli gation on behalf of the Indemnified Party without the Indemnified Party’s prior written consent.

10. Limitation of Liability. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT FOR EITHER PARTY’S BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY

BE LIABLE FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR OTHER

SIMILAR DAMAGES ARISING UNDER THIS AGREEMENT, OR DAMAGES FOR LOSS OF

BUSINESS, OR LOSS OR INACCURACY OF DATA OF ANY KIND, AND/OR OTHER INDIRECT

ECONOMIC DAMAGES, WHETHER BY BREACH OF WARR ANTY, BREACH OF CONTRACT,

NEGLIGENCE, OR ANY OTHER LEGAL THEORY, EVEN IF SUCH PARTY (OR THEIR AGENT) HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE AMOUNT

OF ANY AND ALL LIABILITY OF ONE PARTY TO THE OTHER FOR ANY CLAIM(S) ARISING

FROM OR RELATING TO THE AGREEMENT, SHALL BE LIMITED TO DIRECT PROVABLE

DAMAGES AND SHALL NOT EXCEED, IN ANY EVENT, ONE HUNDRED THOUSAND DOLLARS ($100,000). THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL NOT APPLY TO ANY

CLAIMS OR INCIDENTS RELATED TO OUTSTANDING PAYMENT OBLIGATIONS OF AGENCY, NOR SHALL THEY LIMIT THE SCOPE OF LYFT’S COMMERCIAL AUTOMOBILE LIABILITY POLICY.

11. Insurance.

During the Term of this Agreement, Lyft shall maintain in force, at Lyft’s own expense, at least the following insurance coverages:

a. Workers’ Compensation Insurance in accordance with state statutory laws, including Employers' Liability with minimum limits of $1,000,000 for each accident.

b. Commercial General Liability Insurance with limits of $1,000,000 per occurrence, $2,000,000 in the aggregate for bodily injury and property damage. The policy shall include coverage for liabilities arising out of premises, operations, product and completed operations, personal and advertising injury and contractual liability.

c. Commercial Automobile Liability Insurance with limits of $1,000,000 for each accident for third-party bodily injury and property damage, including Uninsured/Underinsured motorist coverage with limits in accordance with local regulations. This policy shall not apply to rides originating in New York City where Drivers are professionally licensed and carry insurance in amounts mandated by the Taxi and Limousine Commission.

d. 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. The fact that Lyft has obtained the insurance required hereunder shall in no manner lessen or otherwise affect Lyft's other obligations or liabilities set forth in this Agreement. 46 11
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12. Term, Termination, and Suspension.

a. Term. This Agreement shall commence on the Effective Date and shall remain in effect until terminated as set forth herein (the “ Term”). Notwithstanding the foregoing, if there are any Order Forms in effect, then this Agreement will not terminate until all such Order Forms have expired or been terminated in accordance with the terms therein.

b. Termination. Either party may terminate this Agreement (including any Order Forms that are in effect) if the other party commits any material breach of this Agreement and fails to remedy such breach within thirty (30) business days after written notice of such breach. If Lyft terminates the Agreement because of Agency’s material breach, then Lyft may also terminate the Agency Account. c. Suspension. Lyft may also suspend the Agency Account immediately if: (i) Agency violates (or gives Lyft reason to believe Agency has violated) the Agreement; (ii) there is reason to believe Agency’s use of the Lyft Platform and/or the Lyft Services is fraudulent or negatively impacting the operating capability of the Lyft Platform and/or the Lyft Services; (iii) Lyft determines, in its sole discretion, that providing the Lyft Platform and/or the Lyft Services is prohibited by applicable Law, or it has become impractical or unfeasible for any legal or regulatory reason to provide the Lyft Platform and/or the L yft Services; (iv) Agency triggers any of the suspension mechanisms relating to disputes of Charges pursuant to Section 3(f) hereof; (v) there is a pending resolution of a legal dispute between the parties; or (vi) subject to applicable Law, Agency undergoes liquidation, commencement of dissolution proceedings, disposal of its assets or change of control, a failure to continue business, assignment for the benefit of creditors, or if Agency becomes the subject of bankruptcy or similar proceeding. Lyft will h ave no liability for any damages, liabilities, losses (including any loss of data or profits) or any other consequences that Agency may incur in connection with any suspension pursuant to this Section. d. Survival. Upon termination or expiration of this Agree ment, any Section intended to survive, including but not limited to Agency’s payment obligations, the Business Associate Agreement (if applicable), the terms of this Section and the terms of the following Sections, will survive: Section 2 (Lyft Services), Section 4 (Proprietary Rights). Section 5 (Confidentiality), Section 6 (Notices and Consents), Section 9 (Indemnification), Section 10 (Limitation of Liability), and Section 13 (General).

13. General.
a. Insider Trading. The parties agree to comply with United St ates securities laws which restrict persons with material nonpublic information about a company obtained directly or indirectly from that company from buying or selling securities of such company, or from communicating such information to any other person under circumstances in which it is reasonably foreseeable that such person is likely to buy or sell such securities.
b. Exports. Agency understands that any products, data, software, or technology transferred under this Agreement are subject to U.S. and forei gn export and re- export control laws and regulations, including the U.S. Export Administration Regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security and trade and economic sanctions administered by the U.S. Treasury Department Office of Foreign Assets Control. Agency agrees to comply with these and all applicable export control and sanctions laws and regulations. Specifically, Agency will not sell, export, re -export, transfer, divert, or otherwise dispose of any products, software, data or technology (including products derived from or based on such technology received under this Agreement) to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authoriz ation from the competent 47 12
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government authorities as required by those laws and regulations. This export clause shall survive termination or cancellation of the Agreement.
c. Assignment. Neither party may assign this Agreement (by operation of Law or otherwise) without the prior written consent of the other party, and any prohibited assignment will be null and void.

Notwithstanding the foregoing, either party may assign this Agreement to an Affiliate or successor in the event of a merger, sale, or acquisition of all or substantially all of the assigning party’s assets or stock, and the assigning party shall give the other party prompt written notice of such assignment. This Agreement will be binding upon and inure to the benefit of the parties’ permitted successors and/or assignees. d. Amendment/Waiver. No modification to this Agreement or any Order Forms or other attachments hereto or thereto, nor any waiver of any rights, will be effective unless consented to in writing, and signed by both parties. Waiver by either party of a breach of any provision of this Agreement, an Order Form, or other attachments hereto or thereto, or the failure of either party to exercise any right hereunder or thereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right.
e. Relationship. The relationship of the parties hereunder is that of independent contractors, and this Agreement will not be construed to imply that either party is the agent, employee, or joint venture of the other.
f. Notices. Any notices hereunder shall be in writing (including email) and shall be sent to the addresses set forth in an Order Form or the Agency Account, or to such other address as either party shall have notified to the other party. Notices to Lyft shall be cop ied to [email protected]; Attn:

General Counsel.
g. Unenforceability. If any provision or provisions of this Agreement (including all Order Forms and any other attachments hereto or thereto) is held to be unenforceable, this Agreement will continue in full force and effect without said provision and will be interpreted to reflect the original intent of the parties. Any ambiguity contained in this Agreement shall not be const rued against any party as the draftsman but shall be construed in accordance with its fair meaning. h. Governing Law & Venue. This Agreement will be governed by the laws of the State of California, without regard to its conflict of laws principles. The parties consent to the personal and exclusive jurisdiction of courts located in the County of San Francisco, California. Each party waives a jury trial in any matter arising out of or relating to this Agreement. i. Arbitration. Any dispute, claim, or controversy a rising out of or in connection with this Agreement or the breach, termination, enforcement, interpretation, or validity thereof (other than for claims or disputes related to the intellectual property of a party), shall be determined through binding arbitra tion under JAMS Comprehensive Arbitration Rules and Procedures. The parties shall share equally the fees and expenses of the JAMS arbitrator. The arbitration shall be conducted by a three -arbitrator panel chosen by the mutual agreement of the parties or, failing that, by JAMS under its then prevailing rules. Judgment on the award rendered by the arbitrators may be entered in any court of competent jurisdiction. The arbitrators shall have the authority to grant specific performance or any other equitable or legal remedy, including provisional remedies. Each party will be responsible for its own incurred expenses arising out of any dispute resolution procedure. The parties will jointly bear the expense of any arbitrators. Any arbitration proceedings shall take place at a location mutually agreed upon by the parties to this Agreement. If the parties fail to agree upon a location, then such arbitration proceedings shall take place in San Francisco, California.
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Lyft General Services Agreement (Transit)
Last Updated October 2022
j. Entire Agreement. This Agreement, all Order Forms, an d all attachments and exhibits hereto shall constitute the entire agreement between the parties with respect to the Lyft Services and supersedes all prior and contemporaneous proposals, statements, sales materials or presentations and agreements, oral and written between the parties. No oral or written information or advice given by Lyft, its agents or employees will create a warranty or in any way increase the scope of the warranties in this Agreement. Any Agency purchase order document, vendor form, or si milar document shall be construed solely as evidence of Agency’s internal business processes, and the terms and conditions contained thereon shall be void and have no effect with regard to this Agreement even if signed by the parties after the Effective Date. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Counterparts may be delivered via facsimile, electronic mail (including .pdf or any electronic signature complying with the U.S. federal ESIGN Act of 2000, e.g., www.docusign.com) or other transmission method and any counterpart so delivered shall be deemed to have been duly and validly delivered and be valid and effective for all purposes.
k. Force Majeure. Except for Agency’s payment obligations hereunder, nonperformance of either party under this Agreement shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, earthquakes, governmental acts or orders or restrictions, epidemics or pandemics, failure of suppliers, or contractors, or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non -performing party. Unless otherwise agreed to by the parties, each party will be responsible for the costs and expenses incurred by it in connection with this Agreement during such period of force majeure.

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49 14
Lyft General Services Agreement (Transit)
Last Updated October 2022
IN WITNESS WHEREOF , the parties have executed this Agreement through their respective duly authorized representatives as of the Effective Date.

[LYFT, INC.] [COUNTERPARTYNAME]
By: [lyftSignerSignature] By: [counterpartySignerSignature] Printed Name: [lyftSignerName] Printed Name: [counterpartySignerName] Title: [lyftSignerTextField||1] Title:
[counterpartySignerTextField||
1]
Date: [lyftSignerDateField] Date: [counterpartySignerDateField]

50 15
Lyft General Services Agreement (Transit)
Last Updated October 2022

EXHIBIT A - ORDER FORM

Lyft: [Lyft, Inc.]
185 Berry St. Suite 400
San Francisco, CA 94107
[email protected]

Agency: [counterpartyName]
Postal Address for Billing: [counterpartyAddress]
Contact Name for Billing: [billingContactName]
Email Address for Billing: [billingContactEmail]

Lyft Services Services Fee Services Fee
Type
Payment Method: Choose One
[productName] [ServicesFee] [ServicesFeeType
]
[paymentMethod]

If Agency uses the Lyft Services to provide Riders with access to transportation to or from COVID- 19 vaccination sites (“VAX Rides”), Agency represents and warrants that Agency shall not bill nor file claims for reimbursement for any VAX Rides from any federal, state, or commerci al employer-sponsored health benefit plan and/or program, including but not limited to Medicare, Medicaid, and any COVID-funded programs (e.g., Centers for Disease Control and Prevention; Public Health and Social Services Emergency Fund). Agency shall indemnify, defend and hold harmless the Lyft Indemnified Parties from and against any claims, losses, damages, fines, or penalties incurred by any of the Lyft Indemnified Parties related to the billing or submission of claims to any third-party payor for VAX Rides hereunder or for any breach of the representations and warranties set forth above in this paragraph. THE LIMITATIONS OF LIABILITY IN THE AGREEMENT SHALL NOT APPLY TO ANY CLAIMS OR INCIDENTS RELATED TO AGENCY’S INDEMNIFICATION AND DEFENSE OBLIGATIONS U NDER THIS PARAGRAPH. This paragraph shall survive any termination or expiration of the Agreement or this Order Form.

Term. This Order Form shall be valid for twelve (12) months from the Order Form Effective Date (as defined below) (the “Initial Term”) and shall automatically renew for additional twelve (12) month terms (each, a " Renewal Term"), unless either party provides notice of non-renewal no less than thirty (30) days prior to the end of the Initial Term or Renewal Term. The Initial Term and all Renewal Terms together shall be referred to herein as the “Term.”

General. The Lyft Services and any Charges will be applied to the Agency set forth above and its associated account(s). This Order Form is hereby incorporated into and subject to that certain General Services Agreement between Lyft and Agency, effective on or prior to the Order Form Effective Date (as defined below) (the “Agreement”). 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 terms of the Agreement, then the terms of this Order Form shall control. The person signing on behalf of each party represents that it has the full authority to execute and bind such party to this Order Form. This Order Form is effective on the date last signed below (“Order Form Effective Date”).

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51 16
Lyft General Services Agreement (Transit)
Last Updated October 2022

IN WITNESS WHEREOF, the parties have executed this Order Form through their respective duly authorized representatives as of the Order Form Effective Date.

[LYFT, INC.] [COUNTERPARTYNAME]
By: [lyftSignerSignature] By: [counterpartySignerSignature] Printed Name: [lyftSignerName] Printed Name: [counterpartySignerName] Title: [lyftSignerTextField||1] Title: [counterpartySignerTextField||1] Date: [lyftSignerDateField] Date: [counterpartySignerDateField]

52 THANK YOU FOR THIS OPPORTUNITY!

Richmond City CouncilJuly 2, 2024

Richmond City Council
July 2, 2024