Richmond City Council
June 23, 2026

1 Lyft General Services Agreement
Last Updated May 2024

GENERAL SERVICES AGREEMENT
This General Services Agreement sets forth the terms of Customer’s use of the LB 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 City of Richmond, located at 450 Civic Center Plaza, Richmond, CA 94804, (“Customer”). Lyft and Customer are herein individually referred to as a “Party” and collectively as the “Parties.” The “Agreement” consists of this General Services Agreement and any attachments, exhibits, or appendices hereto.

WHEREAS, Lyft operates a multimodal, transportation-as-a-service platform (“Lyft Platform”) on which the Lyft mobile application runs (“ Lyft App”). An Administrator and/or a Rider may request Rides through the Lyft Platform or the Lyft App. Drivers may accept Ride requests and provide Riders with transportation services. Lyft does not provide Rides; rather, Lyft enables the matching of Drivers and Riders through the Lyft Platform. Customer wishes to use the LB Services to administer, track, and manage transportation-related services of its Riders as outlined below.

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:

1. Definitions.

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

“Affiliate” is any entity or person that controls, is controlled by, or is under common control with a Party, such as a subsidiary or parent company.

“Charges” means all Ride-related Fares and Rideshare Service Fees and Other Charges (as all are described in Section 4 of the Lyft Terms of Service) and any Business Services Fee (as may be set forth in an Order Form).

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

“Driver(s)” means independent third- party person(s) authorized to provide driving services on the Lyft Platform. 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.

“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, Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725

2 Lyft General Services Agreement
Last Updated May 2024
any laws that require Customer to obtain consent from a Rider or provide notice to a Rider in connection with the LB 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”).

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

“LB Services” includes, without limitation, Business Profiles, Concierge, Lyft Pass, and the LB Portal (as defined in the LB Product Descriptions).

“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 informat ion, which can be found at https://www.lyft.com/privacy
and is hereby incorporated into this Agreement by reference.

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

“Order Form” means an order form attached to this Agreement as Exhibit A that identifies, among other terms, the LB Services that Customer desires to access.

“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.

“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. LB Services.

a. Provision of LB Services . Lyft will make the LB Services available to Customer in accordance with this Agreement. Subject to the terms and conditions of this Agreement, Lyft grants Customer a non-exclusive, non-transferrable, revocable, limited license to use the Lyft Platform and the LB Services during the Term and in strict compliance with this Agreement and applicable Law. Lyft reserves all rights not expressly granted to Customer under this Agreement. Riders may use the Lyft Platform to request and/or take Rides as set forth in the Lyft Terms of Service. Customer acknowledges and agrees that all Riders must be at least the age of majority in their jurisdiction of residence to receive or use any of the LB Services pursuant to this Agreement, unless such Rider is accompanied by a person who is at least the age of majority in their jurisdiction of residence. Customer further acknowledges and agrees that if Customer or the entity accessing the LB Services is subject to the Health Insurance Portability and Accountability Act of 1996, as amended, (“HIPAA”) and uses the LB Services to enable Riders to receive access to Rides to and/or from healthcare services, then Lyft’s Business Associate Agreement (
https://go.lyftbusiness.com/business-associate-agreement/) shall apply and is incorporated herein.

b. Customer Account. To access the LB Services, Customer must have a Customer Account and provide true, accurate, current, and complete information as requested during the account creation Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725

3 Lyft General Services Agreement
Last Updated May 2024
process and throughout the Term. Customer is solely responsible for all use (whether or not authorized) of the LB Services under the Customer Account, and for all acts and omissions of anyone who accesses such Customer Account, as well as for all Charges generated under such Customer Account. Customer agrees to take all necessary precautions to prevent unauthorized access to or use of the LB Services or the Customer Account and will promptly notify Lyft upon the discovery of any known or suspected unauthori zed or fraudulent activity occurring within the Customer Account. Lyft will not be liable for any loss or damage arising from unauthorized or fraudulent use of the Customer Account.

c. Affiliates. If applicable to Customer, Customer’s Affiliates may utilize the LB Services directly from Lyft under this Agreement, provided that all of Customer’s Affiliates’ activities are subject to this Agreement. Customer and Customer’s Affiliates shall be jointl y and severally responsible for the acts and omissions of Customer’s Affiliates in connection with their use of the LB Services, including, but not limited to, breach of this Agreement. Customer will be responsible for the acts and omissions of Customer’s Affiliates in connection with each Affiliate’s use of the LB Services. Lyft has the right to bring claims for violation of this Agreement by Customer’s Affiliates against such Affiliate, Customer, or both, at Lyft’s sole discretion.

d. Restrictions. Customer 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 LB Services; (ii) use the Lyft Platform, the LB Ser vices, and/or any data received from the LB 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 LB Services to any unaffiliated third party except as may be provided in this Agreement; (iv) replicate or modify the Lyft Platform, the LB Services, and/or their elements; (v) provide or otherwise use incorrect or outdated Rider information in connection with this Agreement; (vi) interfere with, modify or disable any features or functionality of the Lyft Platform and/or the LB Services; (vii) transmit files, documents, or any other material that contains viruses, Trojan horses, spyware, worms or any other malicious, harmful, or deleterious programs; (viii) use the LB Services and/or Lyft Platform in connection with unsolicited, unwanted, or harassing communications (commercial or otherwise), including, but not limited to, phone calls, SMS messages, chat, voicemail, or video; and/or (ix) use the LB Services to submit Ride requests for Riders who are under the age of majority in their jurisdiction of residence, unless such Rider is accompanied by a person who is over the age of majority in their jurisdiction of residence.

3. Charges and Payment.

a. Payment Obligations. As applicable to the LB Services and as generally described in the LB Product Descriptions, Customer and/or Rider will be liable for all Charges incurred through their use of the LB Services and the Lyft Platform. Lyft offers billing and payment options for each LB Service, as generally described in the LB Product Descriptions.

b. Payment Card. For LB Services that are paid via payment card, Customer is responsible for either (i) enabling auto -recharge on the payment card or (ii) ensuring that the payment card has a sufficient positive balance to cover the undisputed Charges due. Customer 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, store, and use Customer’s billing data as necessary to process its payment.

c. Invoicing. For payments via invoicing, Lyft will invoice Customer for all applicable Charges on a monthly basis. All invoices shall be paid, without offset or deductions, within 30 days of the date of invoice. Subject to Section 3(e) (Disputes of Charges) below, if Customer is overdue on any payment and fails to cure such non- payment within ten (10) days of written notice of the non- payment, then Lyft Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725

4 Lyft General Services Agreement
Last Updated May 2024
may (i) assess and Customer 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 LB Services associated with Customer's account until such non- payment is corrected.

d. Taxes. Customer shall be responsible for the payment of any applicable 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. If Lyft pays any such Taxes on Customer’s behalf, Lyft shall invoice Customer for such Taxes, and Customer agrees to pay such Taxes in accordance with this Agreement.

e. Disputes of Charges. Within thirty (30) days of the date of the applicable Charge, Customer must notify Lyft in writing if it disputes any portion of any Charges paid or payable by Customer under this Agreement and provide documentation that supports its position. Lyft will work with Customer to resolve the applicable dispute promptly. If Customer 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 or limit Customer’s access to the Lyft Platform for such Customer Account until such dispute is resolved. If Customer does not provide Lyft with the written notice of its dispute of Charges and supporting documentation within the thirty (3 0) day notice period described above, Customer expressly waives its right to dispute such paid or payable Charges. If Customer fails to pay any undisputed amounts due under this Section, upon five (5) days’ prior notice to Customer, Lyft may suspend or limit Customer’s access to the Lyft Platform for such Customer Account until such non-payment is corrected.

4. Proprietary Rights.

a. Ownership. Lyft and its Affiliates are and shall remain the owners of all right, title and interest in and to the Lyft Platform and the LB Services, including updates, enhancements, and new versions thereof, all data related to the use of the Lyft Platform and the LB Services, and all related documentation and materials provided or made available to Customer or any Rider by Lyft in connection with this Agreement.

b. Feedback. Customer acknowledges and agrees that any questions, comments, suggestions, ideas, feedback or other information about Lyft, the Lyft Platform, and/or the LB Services (“ Feedback”) provided by Customer 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 Customer or any Rider.

c. Use of Marks. Each Party (“ Licensor”) hereby grants to the other Party (“ 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 Licensor (collectively, “ Licensor Marks”) during the Term, solely in furtherance of Licensee’s obligations in this Agreement and subject to 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 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 Licensor. Upon termination or expiration of this Agreement for any reason, Licensee shall 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, appearance, or relative dimensions of the Licensor Marks be altered or changed in any way).

Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725

5 Lyft General Services Agreement
Last Updated May 2024

d. Data. All information related to Customer and its use of the Lyft Platform and/or the LB Services as received, collected, compiled, aggregated or produced by Lyft in connection with this Agreement, including but not limited to, the information made available in the LB Portal and the Customer Account, shall be governed by the terms of the Lyft Privacy Policy. Lyft determines the extent to which such data will be made available to Customer , as described in the Data Reporting Addendum attached hereto as Exhibit B and incorporated herein. Lyft reserves the right to add, remove, and update features and functionality in the LB Portal and/or the Customer Account related to such data at any time, and Lyft will not be responsible for any loss of data or any other damages. Customer agrees to use the data made available by Lyft, including in the Customer Account, the LB Portal, and/or any reports, solely for legitimate business purposes related to managing and administering the LB 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 (“ Disclosing Party ”) to the other Party (“ 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 Disclosing Party as confidential before, during or promptly after the presentation or communication; or (iii) should reasonably be known by Receiving Party to be confidential. This Agreement is also Confidential Information.

b. Exceptions. This Agreement imposes no obligation upon a Receiving Party with respect to information designated as confidential which: (i) was previously known to Receiving Party without an obligation of confidentiality; (ii) was acquired by Receiving Party from a third party who was not, to Receiving Party's knowledge, under an obligation of confidentiality; (iii) is or becomes publicly availabl e 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 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 Disclosing Party solely for the purpose of performing its obligations or exercising its rights under this Agreement, and (ii) it will not disclose Confidential Information of Disclosing Party to any third party other than 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. Each Party agrees that it shall take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other Party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Receiving Party will protect the Confidential Information of Disclosing Party in the same manner that it protects the confiden tiality of its own proprietary and confidential information and materials of like kind, but in no event using less than a reasonable standard of care. Receiving Party is responsible for any breach of the confidentiality provisions of this Agreement by its employees or agents. Confidential Information disclosed by Disclosing Party to Receiving Party will at all times remain the property of 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 Disclosing Party, Receiving Party will return all copies of any Confidential Information to Disclosing Party. If returning such copies is not commercially feasible for Receiving Party, and if permitted by applicable Law, Receiving Party shall destroy such copies.

d. Compelled Disclosure. In the event Receiving Party receives a subpoena or other validly issued administrative or judicial process demanding the disclosure of Confidential Information or is Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725

6 Lyft General Services Agreement
Last Updated May 2024
otherwise required by Law to disclose Confidential Information, Receiving Party shall give Disclosing Party prompt written notice of such request prior to disclosure, shall allow Disclosing Party to provide a redacted copy of the record and assert any defe nses to disclosure of Confidential Information that may be available, and shall make diligent efforts to limit disclosure pursuant to any available basis under applicable Law. If Receiving Party is required to release 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 Disclosing Party to Receiving Party will at all times remain the property of 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. The inadver tent production of any “Confidential Information” by any Party shall not constitute a waiver of any rights.

If Customer is a public entity and receives a request pursuant to the Freedom of Information Act, California Public Records Act, or other applicable public records laws, Customer 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 disclosure, 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 Customer is nonetheless legally compelled or required to release Lyft Confidential Information, Customer 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. Customer acknowledges that use of the LB Services requires or allows Customer to provide name, phone number, and/or email address of Riders or other individuals to Lyft. As applicable to the LB Services, Customer is obligated to notify, and shall notify, Riders that Customer will receive information related to certain Rides, including but not limited to, for example, name of Rider, time of Ride, and Ride cost. For Rides requested via Concierge, Customer will ensure that those Riders consent to the following terms: “By accepting Lyft Concierge Rides, you consent to Lyft’s Terms of Service, which are available at https://www.lyft.com/terms.”

b. Data Usage. Customer agrees that Lyft may use any information provided by Customer to (i) provide the LB 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 LB Services; (iv) share the information with the Driver who accepted the Ride request, provided that the Driver will only receive the first name of the Rider and pick up and drop off location; and (v) collect, use, and share the information subject to the Lyft Privacy Policy. At Customer’s direction, Lyft may share Customer or Rider information with (x) Customer’s authorized vendors, servi ce providers, and subcontractors for purposes of performing its obligations hereunder and (y) TM Vendors (as defined below), in accordance with the privacy policies of such TM Vendors as set forth in Section 6(c) below.

c. Travel Management Vendors. If Customer contracts with a third -party expense or travel management vendor with respect to LB Services selected on an Order Form (a “TM Vendor” ), then Customer may request, in writing to Lyft, that Lyft disclose certain Customer and Rider data to such TM Vendor. Upon receipt and acceptance of such a request, Lyft will release data to TM Vendor in accordance with the terms of this Section and on a frequency and method to be agreed between Lyft and Customer and/or TM Vendor. Customer acknowledges and agrees that such data may contain information specific to its Riders, and Customer represents and warrants that it has obtained all necessary consents from Riders for Lyft to share such Customer data with TM Vendor according to the privacy policies of the TM Vendor.

Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725

7 Lyft General Services Agreement
Last Updated May 2024
d. Record Maintenance. Customer agrees that it shall maintain records sufficient to demonstrate all applicable and necessary consents under this Section 6, and Customer 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. Customer shall maintain such records for a period of not less than six (6) years from the last Ride 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 sufficient rights and authority to enter into this Agreement; (ii) it grants the rights and 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. Customer Representations and Warranties. Customer represents and warrants that (i) it has obtained or will obtain, and it will maintain, all rights, permissions, and consents necessary under the TCPA and any other applicable Law for Customer and/or Lyft to use an automated telephone dialing system to call, text or otherwise contact the Rider or other individual associated with the phone number (whether a Rider or otherwise) provided by Customer, including via SMS message or voice call, in relation to a Rid e requested for or taken by a Rider, and/or Customer’s use of the LB Services; and (ii) it has obtained or will obtain, and it will maintain, all rights and permissions necessary under the CAN-SPAM Act and any other applicable Law to enable Lyft to email R iders and other individuals associated with the email address (whether a Rider or otherwise) provided by Customer solely in conjunction with providing the LB Services.

In addition, if Customer is a non-federal transit agency, then Customer further represents and warrants that will not use the Lyft Platform or the LB Services in any manner that violates industry 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. Customer further represents and warrants that Customer is solely responsible and liable for (i) determining and monitoring a Rider’s eligibility for the LB Services, (ii) determining 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 applicable government-funded programs (collectively, “Payors”), (iii) complying with all applicable federal, state, regional, and local Laws and regulations related to the billing and filing of claims, and (iv) billing and/or filing claims for reimbursement from Payors. Customer shall indemnify, defend, and hold harmless the Lyft Indemnified Pa rties (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 CUSTOMER’S INDEMNIFICATION AND DEFENSE OBLIGATIONS UNDER THIS PARAGRAPH. This paragraph shall survive an y 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 LB SERVICES, WHETHER EXPRESS OR

IMPLIED, ORAL OR WRITTEN, INCLUDING WITHOUT LIMITATION, 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 LB SERVICES “AS IS”. LYFT DOES NOT WARRANT THAT THE Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725

8 Lyft General Services Agreement
Last Updated May 2024

LYFT PLATFORM AND/OR THE LB SERVICES WILL MEET CUSTOMER REQUIREMENTS OR

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

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

SCOPE AND DURATION OF ANY APPLICABLE WARRANTY WILL BE THE MINIMUM PERMITTED UNDER THAT LAW. THE FULL SCOPE OF LYFT’S OBLIGATIONS TO PROVIDE THE LB SERVICES ARE SET FORTH IN THIS AGREEMENT, SUBJECT TO THE CUSTOMER’S PAYMENT TO LYFT OF ALL CHARGES. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS AGREEMENT IS NOT SUBJECT TO 49 C.F.R. §37.23 AND THAT LYFT IS NOT RESPONSIBLE FOR SATISFYING CUSTOMER’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, defend, and hold harmless Customer and its directors, officers, employees, agents, stockholders, and Affiliates (collectively, the “ Customer 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 (collectively, “Claim(s)”) alleging that the use of the LB Services as permitted hereunder infringes or misappropriates a third -party copyright, trade secret, trademark or patent.

ii. Infringement Options. If the use of the LB Services and/or the Lyft Platform by Customer 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 Customer the right to continue using the Lyft Platform and/or the LB Services as set forth herein; (b) modify the Lyft Platform and/or the LB 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 Customer’s exclusive remedy, for any claim by a third party alleging that the use of the LB 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 LB Services not in accordance with this Agreement; or (b) the combination, operation, or use of the Lyft Platform and/or the LB Services with other applications, portions of applications, products, or services where the Lyft Platform and/or the LB Services would not by itself be infringing.

b. Indemnification by Customer . Customer 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) Customer’s and/or Customer’s employees’, agents’, or contractors’ acts or omissions, or breach of this Agreement, (ii) violation of Customer’s representations and warranties in Section 7(b), (iii) Customer’s or Customer’s employees’, agents’, or contractors’ failure to obtain, maintain, or prove the consents required under Section 6 of this Agreement, (iv) Customer’s or Customer’s employees’, agents’, or contractors’ violation of applicable Law, (v) any activity under the Customer Account, except to the extent caused by Lyft’s breach of this Agreement, and/or (vi) the use of data by a TM Vendor pursuant to Section 6 above. If Customer is a non-federal agency, then Customer’s indemnity Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725

9 Lyft General Services Agreement
Last Updated May 2024
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) th e 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 Party, such consent not to be unreasonably withheld); an d (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 Indemnifyin g Party or any damages awarded against the Indemnified Party in connection with any such Claim. Notwithstanding anything herein to the contrary, the Indemnifying Party will neither settle any Claims that admit liability or fault on behalf of the Indemnifie d Party nor create any obligation 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 OF DATA OF ANY KIND, AND/OR OTHER INDIRECT ECONOMIC

DAMAGES, WHETHER BY BREACH OF WARRANTY, 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, TWO HUNDRED FIFTY THOUSAND DOLLARS ($250,000). THE LIMITATIONS OF LIABILITY IN THIS SECTION SHALL NOT APPLY TO ANY

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

11. Insurance.

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

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

ii. 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, and personal and advertising injury.

Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725

10 Lyft General Services Agreement
Last Updated May 2024
iii. 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.

b. Policies. All policies maintained shall be written as primary policies, not contributing with and not supplemental to coverage Customer may carry and will contain a waiver of subrogation against Customer 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.

c. Evidence of Insurance. Insurance shall be evidenced by certificates of insurance issued or countersigned by a duly authorized representative of the issuer and delivered to Customer upon Customer’s reasonable request. The certificate of insurance for Commercial General Liability shall name Customer as an additional insured via blanket endorsement, but only to the extent of Customer’s liability.

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) days after written notice of such breach. If Lyft terminates the Agreement because of Customer’s material breach, then Lyft may also terminate the Customer Account. c. Suspension. Lyft may also suspend the Customer Account and access to the LB Services immediately if:
i. Customer violates (or gives Lyft reason to believe Customer has violated) the Agreement or applicable Law;
ii. there is reason to believe one or more of the following have occurred:

1. Customer has fraudulently billed and/or filed claims from any Payor for reimbursement for Rides completed through the Lyft Platform;

2. Customer has failed to comply with all applicable Law related to the billing and filing of claims; or

3. Customer’s use of the Lyft Platform and/or the LB Services is fraudulent or negatively impacting the operating capability of the Lyft Platform and/or the LB Services;
iii. Lyft determines, in its sole discretion, that providing the Lyft Platform and/or the LB 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 LB Services;
Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725

11 Lyft General Services Agreement
Last Updated May 2024
iv. Customer triggers any of the suspension mechanisms relating to disputes of Charges pursuant to Section 3(e);
v. there is a pending dispute between the Parties under Section 13(a), or there is a pending resolution of a legal dispute between the Parties; or vi. subject to applicable Law, Customer 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 Customer becomes the subject of bankruptcy or similar proceeding.
d. Lyft will have no liability for any damages, liabilities, losses (including any loss of data or profits) or any other consequences that Customer may incur in connection with any suspension pursuant to this Section 12(c).
e. Survival. Upon termination or expiration of this Agreement, any Section intended to survive, including but not limited to Customer’s payment obligations, the Business Associate Agreement (if applicable), the terms of this Section and the terms of the following Sec tions, will survive: Section 2 (LB Services), Section 4 (Proprietary Rights), Section 5 (Confidentiality), Section 6 (Notices and Consents), Section 9 (Indemnification), Section 10 (Limitation of Liability), Section 13 (Resolution of Disputes, and Section 14 (General).

13. Resolution of Disputes.
a. In the event of a dispute between Lyft and Customer arising under this Agreement, such dispute shall be addressed and resolved as follows:
i. The Parties shall first attempt in good faith to resolve the dispute informally by negotiation, without the necessity of a formal proceeding. A Party shall initiate negotiations by sending a written request for negotiation. If the dispute has not been resolved within sixty (60) calendar days of a Party’s written request for negotiation, then such dispute shall be subject to arbitration pursuant to Section 13(a)(ii). This deadline may be extended or shortened by agreement of the Parties or to preserve a Party’s legal rights.

ii. Unless the Parties to the dispute otherwise agree, arbitration shall be administered by JAMS in accordance with its Comprehensive Arbitration Rules and Procedures.

Any judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. 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.

b. Nothing in this Section impacts the “Dispute Resolution and Arbitration Agreement” contained in the Lyft Terms of Service. In the event of a conflict between this section and the Lyft Terms of Service, the Lyft Terms of Service shall control.

14. General.
a. Insider Trading. The Parties agree to comply with United States securities laws which restrict persons with material nonpublic information about a company obtained directly or indirectly from Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725

12 Lyft General Services Agreement
Last Updated May 2024
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. Customer understands that any products, data, software, or technology transferred under this Agreement are subject to U.S. and foreign 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. Customer agrees to comply with these and all applicable export control and sanctions laws and regulations. Specifically, Customer 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 t his Agreement) to any destination, entity, or person prohibited by the laws or regulations of the United States, without obtaining prior authorization from the competent government authorities as required by those laws and regulations. This export clause s hall 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, without the other Party’s prior written consent, provided that 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). Notices sent by mail shall be sent to the addresses set forth in an Order Form or the Customer Account. Notices sent by mail to Lyft shall also be copied 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 construed against any Party as the drafter 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. Subject to Section 13, 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.

Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725

13 Lyft General Services Agreement
Last Updated May 2024
i. Entire Agreement . This Agreement, all Order Forms, and all attachments and exhibits hereto shall constitute the entire agreement between the Parties with respect to the LB Services and supersede 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 Customer purchase order document, vendor form, or similar document 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 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. j. Force Majeure. Except for Customer’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. **[This space is intentionally left blank; signature page follows]**

Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725

14 Lyft General Services Agreement
Last Updated May 2024
IN WITNESS WHEREOF, the Parties have executed this Agreement through their respective duly authorized representatives as of the Effective Date.

LYFT, INC. CITY OF RICHMOND
By:
[lyftSignerSignature_gP0ilKc
] By:
[counterpartySignerSignature_
FvEvGDt]
Printed Name: [lyftSignerName_9h3R1cC] Printed Name:
[counterpartySignerName_Hw
Sb7LI]
Title:
[lyftSignerTextField_zfmS0L
E||1] Title:
[counterpartySignerTextField_
lRsXLNf||1]
Date:
[lyftSignerDateField_o1go1t
p] Date:
[counterpartySignerDateField
_ghK25Iq]

Buck Poropatich
VP, Healthcare and Business
2/14/2025
Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725 Chief Assistant City Attorney
4/24/2025
Eduardo Martinez
Mayor
City Clerk

15 Lyft General Services Agreement
Last Updated May 2024

Exhibit A

ORDER FORM

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

Customer: City of Richmond
Postal Address for Billing:

Contact Name for Billing:

Email Address for Billing:

LB Services Business Services Fee Business Services Fee Type Concierge Web n/a waived
Lyft Pass n/a waived

Term. This Order Form shall be valid for 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 LB Services and any Charges will be applied to the Customer 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 Customer, effective on or p rior 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, the terms of this Order Form s hall control. The person signing on behalf of each Party represents that they have 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").

[This space is intentionally left blank; signature page follows]

Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725

16 Lyft General Services Agreement
Last Updated May 2024

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. CITY OF RICHMOND
By: [lyftSignerSignature_OXtwWUu] By:
[counterpartySignerSignature_w3K9t
Xc]
Printed Name: [lyftSignerName_yjVH792] Printed Name: [counterpartySignerName_33Dfqjp] Title: [lyftSignerTextField_nU5lh1l||1] Title:
[counterpartySignerTextField_ucKM
EXM||1]
Date: [lyftSignerDateField_TuHCIUr] Date:
[counterpartySignerDateField_vxSTw
mw]

VP, Healthcare and Business
Buck Poropatich
2/14/2025
Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725

17 Lyft General Services Agreement
Last Updated May 2024

EXHIBIT B

DATA REPORTING ADDENDUM

Lyft’s APIs provide robust data on all of the trips provided via the Lyft Platform. The reporting framework approved for each program type (dependent on whether the program is open to the general public or is an eligibility- based program) will be indicated on each Order Form. Notwithstanding anyt hing to the contrary in this Data Reporting Addendum and/or the Agreement, Lyft may decide, in its sole discretion, to make more data available to Customer without amending this Exhibit B.

Framework 1. Data Reporting - General Public Program

In the list below, all personally identifiable information and information that could be used to re-identify a passenger are denoted by an asterisk (*) and are designated as Confidential Information pursuant to Section 5 of the Agreement.

If Customer receives a request for Lyft’s reports under the public records laws or other applicable law, Customer will not release the asterisked fields in response to such request and will comply with the requirements of Section 5 of the Agreement.

All non-astericked fields may be used solely for the purpose of the Agreement. For the avoidance of doubt, the non- asterisked fields may be used to produce reports and presentations to Customer’s board regarding the LB Services (as defined in the Agreement) and may be summarized in reporting to the National Transit Database.

Data Fields
(a) Anonymized ID of Rider*
(b) Trip Transaction ID
(c) Trip Month/Year*
(d) Trip Day of Travel (Monday-Sunday)
(e) Ride Type*
(f) Dispatch Method (Concierge, App)
(g) Ride Status (Completed, Canceled)
(h) Trip Pick up location (Latitude-Longitude to two-decimal places)* (i) Trip drop off location (Latitude-Longitude to two-decimal places)* (j) Trip Pick up location (Zip Code)
(k) Trip Drop off location (Zip Code)
(l) Trip pick up time (See Definition of Trip Time Periods below) (m) Trip Length (X.XX mile)
(n) Trip Duration (X.X min)
(o) Total Trip Cost ($ X.XX)
(p) Trip Subsidy ($ X.XX)
(q) Ride Match (Yes or No) for shared rides and match rates within the program only * Lyft asserts that these data fields when taken together with the other data fields can potentially identify a Rider.

These fields are designated as Confidential Information and are subject to Section 5 of the Agreement.

Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725

18 Lyft General Services Agreement
Last Updated May 2024
Trip Time Periods. Below is the definition of time periods included in the monthly data reports.

Trip Time Periods
EARLY AM 12 AM - 3 AM
MID AM 3 AM - 6 AM
PEAK AM 6 AM - 9 AM
LATE AM 9 AM - 12 PM
EARLY PM 12 PM - 3 PM
MID PM 3 PM - 6 PM
PEAK PM 6 PM - 9 PM
LATE PM 9 PM- 12 AM

Framework 2. Data Reporting Addendum - Eligibility Based Programs

In the list below, all personally identifiable information and information that could be used to re-identify a passenger are denoted by an asterisk (*) and are designated as Confidential Information pursuant to Section 5 of the Agreement.

If Customer receives a request for Lyft’s reports under the public records laws or other applicable law, Customer will not release the asterisked fields in response to such request and will comply with the requirements of Section 5 of the Agreement.

All non-asterisked fields may be used solely for the purpose of the Agreement. For the avoidance of doubt, the non- asterisked fields may be used to produce reports and presentations to Customer’s board regarding the LB Services (as defined in the Agreement) and may be summarized in reporting to the National Transit Database.

Data Fields
(a) Anonymized ID of Rider*
(b) Trip Transaction ID
(c) Passenger Name*
(d) Passenger Phone Number*
(e) Trip Month/Year*
(f) Trip Day of Travel (Monday-Sunday)
(g) Date of Trip*
(h) Pick-up Time (Actual)*
(i) Drop-off Time (Actual)*
(j) Estimated Time of Arrival*
(k) Ride Type*
(l) Dispatch Method (Concierge, App)
(m) Ride Status (Completed, Canceled)*
(n) Trip Pick up location (Latitude-Longitude to two-decimal places)* (o) Trip drop off location (Latitude-Longitude to two-decimal places)* (p) Trip Pick up location (Zip Code)
(q) Trip drop off location (Zip Code)
(r) Trip pick up time (See Definition of Trip Time Periods below) (s) Trip Length (X.XX mile)
Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725

19 Lyft General Services Agreement
Last Updated May 2024
(t) Trip Duration (X.X min)
(u) Total Trip Cost ($ X.XX)
(v) Trip Subsidy ($ X.XX)
(w) Ride Match (Yes or No) for shared rides and match rates within the program only * Lyft asserts that these data fields are either personally identifiable information or when taken together with the other data fields can potentially identify a Rider. These fields are designated as Confidential Information and are subject to Section 5 of the Agreement.

Trip Time Periods. Below is the definition of time periods included in the monthly data reports.

Trip Time Periods
EARLY AM 12 AM - 3 AM
MID AM 3 AM - 6 AM
PEAK AM 6 AM - 9 AM
LATE AM 9 AM - 12 PM
EARLY PM 12 PM - 3 PM
MID PM 3 PM - 6 PM
PEAK PM 6 PM - 9 PM
LATE PM 9 PM- 12 AM

Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725 ___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 6(a):

Transportation Providers

Type 6 – Page 1 of 3

Revised: June 2011

In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM insurance requirements and limits.

CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.

CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability and Automobile Liability insurance, CONTRACTOR shall look solely to its insurance for recovery.

CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability and Automobile Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.

Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general and automobile liability, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.

City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.

Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy.

The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.

Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:

1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001) including coverage for bodily and personal injury, property damage, and products and completed operations.

2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto)

3. Original and Separate Additional Insured Endorsements for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.

4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.

5. Original and Separate Waiver of Subrogation for Workers’ Compensation Insurance.

Required Coverage
Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.

If CONTRACTOR is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725 ___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 6(a):

Transportation Providers

Type 6 – Page 2 of 3

Revised: June 2011
General Liability
(primary and excess limits
combined)
$2,000,000 per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate).

Policy shall also include coverage for liability arising out of the use and operation of any City-owned or City-furnished equipment used or operated by the CONTRACTOR, its personnel, agents or subcontractors.

Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.

Automobile Liability $5,000,000 per occurrence for bodily injury and property damage.

Policy shall be endorsed to name the City of Richmond as an additional insured.

Required Policy Conditions
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.

Additional Insured Endorsement

Applicable to General and Auto Liability Coverage.

The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured, including but not limited to bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.

For general liability coverage, ISO form CG 20 10 (11/85) or its equivalent is required. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required. SAMPLE Endorsements can be found at http://www.ci.richmond.ca.us/index.aspx?nid=61.

Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.

Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers Compensation coverage during the life of this contract.

SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61.

Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.

Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.

Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverages and cover those insured in the underlying policies.

Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725 ___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 6(a):

Transportation Providers

Type 6 – Page 3 of 3

Revised: June 2011
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non- renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.

Subcontractors
CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.

CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.

Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin. The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.

Original insurance certificates and required policy endorsements shall be mailed, or delivered to the Designated Project Manager for the City of Richmond.

Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, Contractor must mail the original certificates and endorsements to Designated Project Manager once faxed.

Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.

If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.

Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.

Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.

Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.

Docusign Envelope ID: 25668B3A-6FDA-47E7-8182-77D421F31725 v.1.01
UBER TRANSIT DASHBOARD ACCESS AGREEMENT AgreementEffective DateUberAgency Agency Information: Agency Name: [Counterparty Name] Agency Address: [Counterparty Address] Agency Contact Name: [Contact Name] Agency Contact Email: [Counterparty Email] The parties agree as follows: Corporate Accountwhich Uber makes available to the Agency through the Dashboard in connection with one or more Uber Products, as set forth heraccess to and use of the Dashboard in connection with any Uber Product is subject to both this Agreement and each applicable Product Addendum, as defined herein. Capitalized terms used but not otherwise defined in the Agreement shall have the meanings ascribed to such terms in the applicable Product Addendum. The parties hereby agree as follows: 1. Definitions. The following terms, as may be used in the Agreement, shall have the meanings set forth below: "Affiliate" means with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is common control or the power to vote such voting equity, by contract or otherwise. Authorized UserAccount; and/or (b) use Uber Services in connection with the applicable Product Addendum. All references to Authorized User(s) in the Agreement shall apply only if the Agency has agreed to the Uber Profiles Product Addendum. has the meaning ascribed to such a term in each Product Addendum. Agency Userto the Uber Central Product Addendum or the Uber Vouchers Product Addendum. Data Protection Law(s)laws and regulations of the European Union, the European Economic Area and their member states, Switzerland and the United Kingdom, including ). End User Terms www.uber.com/legal, as may be updated by Uber from time to time. registered for and currently maintains an active personal user account, which requires the entry of certain personally identifiable information and a personal credit card number, (ii) currently complies with the End User Terms, and (iv) confirmed the mobile number provided during the registration process. Uber's collection and use of any personal data and credit card or other authorized payment method information to establish an Uber Account shall be as set forth on the Uber Privacy Policy, available at www.uber.com/legal/privacy, as may be updated by Uber from time to time. Uber App be updated by Uber from time to time. v.1.02
Uber Personal Datathe Agency in connection with the Agreement relating to an identified individual or an identifiable individual or which can be reasonably used to identify an individual, or that may otherwise be considered ce of doubt, Uber Personal Data shall include Dashboard Data, regardless of whether it is provided to the Agency via the Dashboard or otherwise.Uber Service, serves as an intermediary between (a) Authorized Users, Agency Users, and Administrators who are looking for a certain type of service (including, without limitation, ground transportation, logistics, delivery, food purchases and related food delivery services), and (b) independent third-party providers of such services. User ChargesUsers), as may be the case, for use of the Uber Service, including any applicable tolls, foreign transaction fees, taxes, and any other fees or charges that may be due for a particular use of the Uber Service. controllerdata subjectpersonal dataprocessingprocessorthe GDPR. 2. Uber Products; Incorporation. 2.1 Agency may elect to utilize one or more Uber Transit products made available by Uber (each, an "Uber Product"). Agency may elect to utilize an Uber Product at any time during the Term, by (i) accepting the relevant additional click-through Uber Product terms for each such Uber Product within the Dashboard, or (ii) executing a product addendum which includes the relevant additional Uber Product Product Addendum 2.2 restricts the Agency from utilizing any other Uber Product. Any Product Addendum entered into by the parties is expressly incorporated into this Agreement. 3. Term and Termination. The Agreement begins on the Effective Date and continues for a period of [ ] year thereafter and may be renewed by Termty may terminate the Agreement or any Product Addendum at any time (a) in the event of a material breach by the other party that is not cured by -breaching party, or (b) immediately upon notice to the other party in the event that the other party makes an assignment for the benefit of creditors, files an involuntary petition in bankruptcy or is adjudicated bankrupt or insolvent, has a receiver appointed for any portion of its business or property, or has a trustee in bankruptcy or trustee in insolvency appointed for it under federal or state law. Termination of one Product Addendum shall not terminate any other Product Addendum then in effect. The terms and conditions of this Agreement concerning outstanding payment obligations and indemnification shall survive termination. 4. Account Administration. 4.1 Agency Dashboard and Access to Uber Products. Upon execution of the Agreement, Uber will establish the Agency's Corporate Account that will enable the Agency - Dashboardwith the Agency shall include communicating Administratorin an applicable Product Addendum, the Dashboard will enable Agency to (a) access each Uber Product which Agency has accepted and agreed to utilize through a Product Addendum; (b) view detailed trip or other service information, which may include, depending on which Uber -up and drop-off location, trip route, distance, duration, fare amount, service type, trip ID number, restaurant name, meal information, delivery location, delivery time, User Charges, expense memo, and Driver data (e.g. first name, telephone number, vehicle description and license plate) (collectively, Dashboard Dataporate Account. Uber reserves the right to add, remove and update features and functionality of the Dashboard at any time. Uber agrees to use commercially reasonable efforts to provide the Dashboard to the Agency as stated in this Agreement. 4.2 Administration. At all times, the Agency is responsible for maintaining an accurate list of Administrators. Agency may appoint additional Administrators at its discretion. Agency agrees to (a) maintain all Dashboard login credentials in confidence, (b) only permit an authorized Administrator to access the Dashboard, and (c) update as necessary, all information of the Administrators to ensure that it is current, accurate, and complete. Agency shall be responsible for all activity that occurs under its Dashboard login credentials. 4.3 Authorized User and Administrator Updates. For Managed Rider Programs, Agency is responsible for keeping and maintaining an ate Account for each separate Uber Product. From ent. v.1.03

4.4 Responsibility for User Activity.Account, incurred by Authorized Users, Agency Users, and Administrators, regardless of whether any such charge was authorized, and (b) User Charges may be subject to price changes at any time, including without limitation, occasional increases during periods of high demand as further described in the End User Terms. Further, Agency agrees that Uber shall not be responsible for User Charges incurred by Authorized Users, Agency Users and/or Administrators, after Agency has attempted removal of such Authorized User or Administrator from the Corporate Account to the extent Agency provides Uber with incomplete or inaccurate Authorized User or Administrator removal information via the Dashboard. Agency is responsible for User Charges incurred due to fraudulent or other unpermitted activity or use of the Corporate Account by an Authorized User, Agency User, Administrator, or another third party to access Uber Services. Agency must promptly notify Uber if it discovers In the event Uber reasonably suspects that any fraudulent or unpermitted activity is occurring in connection with the Corporate Account, Uber reserves the right to suspend the Corporate Account until the event giving rise to the suspension has been cured t 4.5 Restrictions. Agency agrees to use the Uber Service, Corporate Account, Dashboard, and any of the services provided under an applicable Product Addendum solely as stated in this Agreement; provided, however, that in the event of a conflict between a Product Addendum and the Agreement with respect to Agency or any Administrator utilizing the Uber Service, the terms of this Product Addendum shall control, followed by the Agreement. Agency shall not, and shall not authorize others to (a) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Dashboard, Uber Service, or Uber App; (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide the Dashboard, Uber Service, or Uber App to any unaffiliated third party; (c) upcharge, increase, or otherwise modify the User Charges for any usage of the Uber Service; or (d) impose any additional fees or charges related to use of the Dashboard, Uber Service, or any of the services provided under an applicable Product Addendum. Uber reserves all rights not expressly granted under the Agreement. 4.6 Violations. Agency acknowledges that Uber may suspend or ban any Authorized Users or Agency Users from use of the Uber Service due Violations Uber Account pursuant to the End User Terms, Uber shall also suspend such Authorized User or Agency User from utilizing Uber Services under Uber Account due to (a) an invalid payment card on their Uber Account, or (b) a rejected Agency Card transaction that was initiated through their Uber f Uber Transit and the products set forth in any applicable Product Addendum for violations of this Agreement or any applicable Product Addendum. 4.7 Territory. This Agreement is not restricted by country, unless otherwise specified in a Product Addendum. 5 Billing. 5.1 User Charges. All User Charges shall be paid in the ordinary course of use of the Uber Services through the payment card associated with ng to batched ed during a certain Batched Billingcase Agency shall pay such User Charges pursuant to Section 6.2 below. 5.2 Monthly Billing. Agency may elect to pay for User Charges and any other charges referenced in the Product Addenda on a monthly basis incurred in connection with the applicable ("Monthly Billing"). If the Agency participates in Monthly Billing, Uber will bill the Agency for all User Monthly Statementin full within thirty (30) days of receipt of such Monthly Statement. Agency agrees to provide and maintain during the Term in connection with its Agency CardWhen creating the Corporate Account, the Agency may choose to use either an Agency Card, ACH, or wire transfer as the payment method for paying Monthly Statements, provided that payment by Agency Card may be necessary for amounts less than $1,000. 5.3 Currencyy ted States dollars. All payments are nonrefundable except as may be expressly provided otherwise herein. Each party shall be responsible for its costs and expenses associated with its performance under the Agreement or any Product Addendum. 5.4 Disputed Payments. [email protected]. The parties shall work in good faith to review the charges within thirty (30) days of the Agency notifying Uber of such Disputed Charge Event. If the parties determine that Uber assessed charges that the Agency should not have been charged, Uber shall remove such charge from the 5.5 Account Suspension. In the event of any undisputed outstanding User Charges or any other charge referenced in the Product Addenda due on a past Monthly Statement, Uber reserves the right to immediately suspend the Agency's account. Uber further reserves the right to pursue any and all remedies available to it under applicable law, including reporting Agency to applicable credit reporting agencies, in the event of any unpaid User Charges or any other charges referenced in th v.1.04
discretion. All late payments shall accrue simple interest on the sum due from the date such payment was originally due until the date of actual payment, at 3% per month or the maximum allowed by applicable law. 6 Proprietary Rights. 6.1 License to Marks; Restrictions. MarksLicensorLicensee-free, non-exclusive, non-transferable, non-assignable license, without the right to e and only in relation e will not otherwise solely to the benefit of Licensor. Marks will at all times remain the exclusive property of the respective Licensor. Except as expressly set forth herein, Licensor does not, and shall not be deemed to, grant Licensee any license or rights under any intellectual property or other proprietary rights. All rights not granted herein are expressly reserved by Licensor. 6.2 No Development. EACH PARTY ACKNOWLEDGES AND AGREES THAT NEITHER PARTY SHALL DEVELOP ANY TECHNOLOGY, CONTENT, MEDIA, OR OTHER INTELLECTUAL PROPERTY FOR THE OTHER PARTY PURSUANT TO THE AGREEMENT. The parties shall enter into a separate written agreement, as necessary, to govern any development activities relating to any technology, content, media, or other intellectual property prior to the commencement of any such activities. 6.3 Ownership. Uber and its Affiliates are and shall remain the owners of all right, title and interest in and to the Dashboard, Uber Service, Uber App, and Uber Personal Data (including, without limitation, Dashboard Data) including any updates, enhancements and new versions thereof, all data related to the use of the Dashboard and Uber Services, and all related documentation and materials provided or made available to Agency or any proposed or current Authorized User in connection with the Agreement. 6.4 No Publicity. service marks in a press release or otherwise without the prior consent of such other party in each instance. 7 Confidentiality. 7.1 Definition of ConfidentialityConfidential InformationDisclosing PartyReceiving Partyential Information shall also include information that would reasonably be understood to be confidential to the Disclosing Party. However, Confidential Information shall not include information (a) previously known by Receiving Party without an obligation of confidentiality, (b) acquired by Receiving Party from a third party which was not, to Receiving Party's knowledge, under an obligation of confidentiality, (c) that is or becomes publicly available through no fault of Receiving Party, or (d) that Disclosing Party provides written permission to Receiving Party to disclose, but only to the extent of such permitted disclosure. 7.2 Restrictions. Receiving Party agrees that (a) it will use Confidential Information solely for the purposes permitted under the Agreement, who are bound by obligations of nondisclosure and restricted use at least as strict as those contained herein. In the event Receiving Party receives a subpoena, administrative or judicial order, or any other request for disclosure of any Confidential Information of Disclosing Party, Receiving Party will give Disclosing Party prompt written notice of such subpoena, order or request and allow Disclosing Party to assert any available defenses to disclosure. 7.3 Confidential Information Securityprotects the confidentiality of its own proprietary and confidential information, but in no event using less than a reasonable standard of care. Uber shall comply with the then-PCI-DSSpayment service provider will remain PCI-DSS certified and compliant at all times during the Term of the Agreement. 8 Security and Data Transfers. 8.1 Security. Uber shall implement appropriate technical and organizational measures to protect Agency Personal Data against unauthorized or unlawful processing and against unauthorized loss, destruction, damage, alteration, or disclosure. Agency shall implement appropriate technical and organizational measures to protect Uber Personal Data against unauthorized or unlawful processing and against unauthorized loss, destruction, damage, alteration, or disclosure (each instance). Agency shall, without undue delay, but no greater than twenty-four (24) hours after, notify Uber in the event that Agency learns or has reason to believe that an Information Security Incident has occurred in relation to Uber Personal Data. Such notice shall be sent to the Uber persons or team designated to receive notices under the Main Agreement; and (2) via email to [email protected] notification includes at least: (1) the nature of the breach of security measures; (2) the potentially compromised personal data and data subjects; (3) the duration and expected consequences of the Information Security Incident; and (4) any mitigation or remediation measures taken or planned in response to the Information Security Incident. Upon any such discovery, Agency shall (a) take all reasonable steps to investigate, remediate, and mitigate the effects of the Information Security Incident, and (b) provide Uber with assurances reasonably satisfactory to Uber that such Information Security Incident will not recur. Additionally, if and to the extent any Information Security Incident occurs as a result of an act or omission of Agency, and if Uber determines that v.1.05
and expense, undertake the aforementioned remedial actions. 8.2 Data Transfers. To the extent the Agreement involves the transfer of Dashboard Data in the EEA to a jurisdiction outside the EEA, which has not been recognized by the European Commission as providing an adequate level of data protection, the parties agree that the Standard Contractual Clauses, as specified on http://t.uber.com/exhibita Exhibit A. In relation to restricted transfers of Dashboard Data that is protected by the UK GDPR from the United Kingdom to a jurisdiction which does not benefit from adequacy regulations pursuant to the UK GDPR, Exhibit A shall apply subject to the terms of the UK AddendumSuch UK Addendum shall be deemed executed and completed between Company and Uber using the information contained in Exhibit A. 9 Insurance. 9.1 - 9.1.1 Commercial General Liability (including contractual liability, personal and advertising injury and products and completed operations) with a limit of one million dollars (US$1,000,000) per occurrence and two million dollars (US$2,000,000) in the aggregate for bodily injury and property damage. 9.1.2 million dollars (US$1,000,000). 9.1.3 Commercial Auto Liability insurance for all owned, hired and non-owned vehicles for bodily injury, including death and property damage for limits of one million dollars (US$1,000,000) each accident combined with a single limit. 9.2 At the request of the Agency, Uber shall furnish the Agency with a certificate of insurance showing coverage as set forth herein. Agency shall be covered as an additional insured on the auto and general liability policies under a blanket endorsement. 10 Warranties; Disclaimer. 10.1 Mutual Warranties. Each party hereby represents and warrants that (a) it has full power and authority to enter into the Agreement and as well as such such party is a party, (c) it is in compliance and shall remain in compliance during the Term, with all applicable laws, rules and regulations, including those relating to data protection, privacy, identity theft, data breach, consumer protection, and data security, and any applicable industry standards relating to privacy and data security applicable to the performance of its obligations hereunder, (d) it is duly organized, validly existing and in to this Agreement will not infringe or otherwise violate the intellectual property rights, rights of publicity or other proprietary rights of any third party. 10.2 Agency Warranties. Agency represents and warrants that (a) Agency has all rights and legally adequate consents, where necessary, to provide Uber with the Agency Personal Data and any other information provided to Uber hereunder; (b) Agency will use Dashboard Data solely for legitimate business purposes including business expense, processing, accounting, and budgeting purposes; (c) Agency will only share and provide access to Dashboard Data to Agency personnel who have a business need to access such Dashboard Data; (d) Agency will not disclose Dashboard Data to any third party, unless expressly authorized in writing by Uber, and who are in each case bound by privacy and security obligations regarding Uber Personal Data at least as restrictive as those contained herein; (e) Agency will not rent or sell Dashboard Data for any ed with Dashboard Data to a competitor of Uber. 10.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, UBER PROVIDES THE UBER SERVICE, AND UBER APP, "AS IS" AND WITHOUT WARRANTY. UBER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE DASHBOARD, UBER SERVICE, OR UBER APP WILL MEET REQUIREMENTS OR THAT THE OPERATION OF THE DASHBOARD, UBER SERVICE, OR UBER APP WILL BE UNINTERRUPTED OR ERROR FREE. UBER HEREBY DISCLAIMS ALL OTHER WARRANTIES WITH RESPECT TO THE AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, (A) ANY IMPLIED OR STATUTORY WARRANTIES COVERING THE DASHBOARD, UBER SERVICE, UBER APP, AND (B) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. AGENCY ACKNOWLEDGES AND AGREES THAT THE UBER SERVICE IS A TECHNOLOGY SERVICE THAT ENABLES ACCESS TO REQUEST ON-DEMAND GROUND TRANSPORTATION, DELIVERY, AND LOGISTICS SERVICES PROVIDED BY INDEPENDENT THIRD-PARTY PROVIDERS. UBER IS NOT A TRANSPORTATION, DELIVERY, OR LOGISTICS PROVIDER. UBER DOES NOT GUARANTEE AVAILABILITY OF TRANSPORTATION, DELIVERY, OR LOGISTICS SERVICES, ON-TIME ARRIVALS OR DEPARTURES THEREOF, OR ANY OTHER SERVICES LEVELS RELATED TO INDEPENDENT TRANSPORTATION, DELIVERY OR LOGISTICS PROVIDERS THAT MAY BE OBTAINED VIA THE UBER SERVICE. 11 Indemnification. 11.1 Each party (the "Indemnifying PartyIndemnified Partyand their respective directors, officers, employees, consultants, agents, successors and assigns from and against all claims, liabilities, damages, losses, costs and expenses (including reasonable outside attorney fees) with respect to any third-party claim, suit, action, or proceeding arising ons or warranties in this v.1.06
Indemnifying ing Party. 11.2 The Indemnified Party shall provide prompt notice to the Indemnifying Party of any potential claim subject to indemnification hereunder. The Indemnifying Party will assume the defense of the claim through counsel designated by it and reasonably acceptable to the Indemnified Party. The Indemnifying Party will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of the Indemnified Party, which will not be unreasonably withheld. The Indemnified Party will reasonably cooperate with the Indemnifying Party in the defense of a claim, at the Indemnifying 12 Limits of Liability. 12.1 (iii) DAMAGES ARIS(PROPRIETARY RIGHTS), OR ( AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL UBER OR AGENCY BE LIABLE: (A) FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, EXEMPLARY, SPECIAL OR CONSEQUENTIAL DAMAGES, OR FOR LOSS OF BUSINESS OR PROFITS, SUFFERED BY THE OTHER PARTY OR ANY THIRD PARTY ARISING OUT OF THE AGREEMENT, WHETHER BASED ON CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF UBER OR AGENCY (OR THEIR AGENTS) HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND, (B) UNDER THE AGREEMENT FOR ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING ONE HUNDRED THOUSAND DOLLARS ($100,000). 12.2 Each Party acknowledges that the foregoing limitations are an essential element of the agreement between the parties, and that in the absence of such limitations, the terms set forth in the Agreement would be substantially different. 13 General. 13.1 Entire Agreement. The Agreement contains the entire agreement between the parties related to the subject matter hereof and supersedes all prior and contemporaneous understandings or agreements, whether oral or written, prior to or on the Effective Date. 13.2 Governing Law. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its choice or conflict of laws provision. Any dispute, controversy, or any claim arising out of or relating to the Agreement, or the interpretation, enforceability, performance, breach termination or validity thereof, including, without limitation, this arbitration clause, must be solely and finally settled by confidential arbitration in Dover, Delaware, in accordance with the Commercial Arbitration Rules of the American Arbitration Association. An award rendered in connection with arbitration pursuant to this section shall be final and binding upon the parties, and any judgment upon such an award may be entered and enforced in any court of competent jurisdiction. No provision of this subsection limits the rights of a party to the Agreement to obtain provisional, injunctive, or ancillary remedies from a court of competent jurisdiction before, after or during the pendency of any arbitration. Neither party has the right to arbitrate on a class action basis any dispute, controversy, or claim arising out of or relating to the Agreement, or the interpretation, enforceability, performance, breach, termination, or validity thereof, including, without limitation, this arbitration clause. 13.3 Affiliates. The parties hereby acknowledge and agree that Agency and each of its Affiliates may utilize the same Dashboard and any of the services provided under a Product Addendum upon execution of the Agreement and the applicable Product Addendum. Any such Affiliate shall be bound by all of the terms and conditions applicable to Agency under the Agreement, and entitled to all rights and protections afforded Agency under the Agreement, provided, however, Agency shall continue to bear legal responsibility for all acts or omissions of such Affiliate. The parties further acknowledge and agree that any services to be rendered under this Agreement and any applicable Product Addendum may be 13.4 Notices. Any notice required or permitted to the parties under this Agreement will be deemed to have been duly given only if in writing and delivered: by certified U.S. mail with return receipt requested, by overnight courier with postage prepaid, or by hand delivery, to the address of the receiving party as set forth below, to the attention of the persons designated below for the receiving party. Notices will be deemed received five (5) business days after being mailed by U.S. mail or the next business day if delivery is via overnight courier, or the same business day if delivery is by hand delivery during a business day before 5:00 PM or the next business day if not during a business day before 5:00 PM. All notices to Agency shall be delivered to the address referenced on the first page of the Agreement. All notices to Uber shall be provided to Uber Technologies, Inc., 1515 3rd Street, San Francisco, CA 94158 Attn: Legal Department Uber for Business. Either party may change its notice address by providing written notice of such change to the other party in conformity with this section. 13.5 Force Majeure. Nonperformance of either party under the Agreement shall be excused to the extent and during the period that performance is rendered impossible by strike, fire, flood, hurricane, earthquakes, pandemic, other natural disaster, governmental acts or orders or restrictions, 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-Force Majeure Eventaware that any Force Majeure Event has occurred or is likely to occur and will use commercially reasonable efforts to minimize any resulting delay in or interference with the performance of its obligations under the Agreement. v.1.07

13.6 Severability.If any provision or provisions of the Agreement, including any Product Addendum in whole or in part, is determined to be invalid, illegal or unenforceable by ruling of an arbitrator or court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions and/or Product Addenda shall not in any way be affected or impaired thereby. 13.7 Assignment. The Agreement is not transferable and may not be assigned by either party, in whole or in part, without the prior written consent of the other party, provided that both parties may assign the Agreement without such consent, but with notice to the other, in connection with a merger or a sale of all of the equity or assets of either party. Notwithstanding the foregoing, Uber may assign the Agreement, including any Product Addenda, to an Affiliate without notice or the prior written consent of Agency. Subject to the foregoing, the Agreement shall be binding upon all successors and assigns of a party. 13.8 In any litigation between the parties, the prevailing party shall be entitled to reasonable attorney fees and all costs of proceedings incurred in enforcing the Agreement. 13.9 Headings. Section headings are for convenience only and shall not be considered in the interpretation of the Agreement. 13.10 Independent Contractor. Uber and Agency are and shall remain independent contractors. Neither party is the representative or agent of the other and neither party shall have any power to assume any obligations on behalf of the other. 13.11 Non-Discrimination. Agency shall not, in its use of the Uber Service or any Uber Product under the Agreement, discriminate against any Authorized User, Agency User, employee, volunteer, or participant, or individual on the basis of race, color, gender, pregnancy, marital status, familial status, sexual orientation, gender identity or expression, religion, ancestry, national origin, disability, or age except that programs may target beneficial services for specific participant groups, as agreed upon between Uber and Agency. Agency acknowledges and agrees that upon terminate the Agreement following notice to Agency. 13.12 Waiver. The failure of either party to enforce, at any time or for any period of time, the provisions hereof, or the failure of either party to exercise any option herein, shall not be construed as a waiver of such provision or option and shall in no way affect such provisions or exercise such option. 13.13 Counterparts. The Agreement may be executed in counterparts and in any format, including electronically delivered versions thereof, each of which shall be deemed to be an original and shall fully bind each party who has executed it, but all such counterparts together shall constitute one and the same agreement. The Agreement consists of the Agreement and any Product Addenda incorporated into the Agreement. An authorized representative of each party has caused the Agreement to be duly executed as of the Effective Date. UBER TECHNOLOGIES, INC. [COUNTERPARTY NAME] By: By: Name: Name: Title: Title: Date: Date:

v.1.0 8
UBER CENTRAL PRODUCT ADDENDUMTO THE UBER TRANSIT DASHBOARD ACCESS AGREEMENT Product AddendumAgreemententered into by and between [Counterparty Name] AgencyUberProduct Addendum Effective DateUndefined, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Product Addendum sets forth the terms under which an Agency may utilize the Dashboard to enable and use Uber Central. In the event of any conflict between the terms of the Agreement and this Product Addendum, the terms of this Product Addendum shall govern with respect to Uber Central. 1. Definitions. The following terms, as may be used only in this Product Addendum, shall have the meanings set forth below: Active UserEnd User Terms. Agency User means an individual authorized by an Agency User to provide information to Uber and receive notifications Guest User Uber Centraliduals. 2. Provision of Services to Agency. 2.1 Access to Services. Upon execution of this Product Addendum, Uber will use commercially reasonable efforts to enable the Agency to access Uber Central via the Dashboard. In addition to the Dashboard features described in the Agreement, the Dashboard will enable Agency to (a) request rides on behalf of Agency Users, and (b) view monthly statements setting forth trips requested on behalf of Agency Users. Agency expressly acknowledges and agrees that any and all transportation services are provided neither by Uber nor by Agency, but by independent third-party providers. Agency acknowledges that Agency will incur User Charges to the account of Agency, and not to the applicable Agency User's personal Uber user account or credit card. 2.2 Active Users; Guest Users; Designated Recipients. 2.1.1. Prior to requesting the Uber Service on behalf of any Agency User, Agency shall obtain from the Agency User and submit to Uber the following information with respect to such Agency User: (a) first and last name, (b) active telephone number, (c) pick-up and drop-off location; and (d) pick-up time and other optional trip related data (e.g. billing code, trip purpose, and Agency User DataUser or is a Guest User. Agency shall ensure that all data provided to Uber is accurate and complete, and Uber shall not be liable to Agency, any Agency User or any other party with respect to inaccurate or incomplete Agency User Data supplied to Uber by Agency. 2.1.2. Agency shall be solely responsible for contacting, or facilitating contact with, any Guest User for whom Agency requests the Uber Service. Uber shall have no responsibility for contacting or providing messaging of any sort pursuant to this Product Addendum to any individual who is not an Active User. 2.1.3. Agency may provide to Uber the name and phone number of Designated Recipient(s) in order for Uber to provide notifications and detailed trip information, including real-, to such Designated Recipient, including via SMS. Uber shall not be liable to Agency, any Agency User, any Designated Recipient, or any other party with respect to inaccurate or incomplete information supplied by Agency related to any Designated Recipient. 3. Privacy. 3.1. DefinitionsAgency Personal Datarelating to an identified individual, excluding any such information provided to Uber or any of its Affiliates by an Active User. 3.2. Roles of Parties. Each party is an independent controller of the Agency Personal Data and Uber Personal Data. Agency will provide Agency Personal Data to Uber, for the provision of the services as described in this Product Addendum. Agency will only process Uber Personal Data for administrative purposes, to manage access control and for activity review purposes. v.1.0 9

3.3. Compliance with Data Protection Laws. Each party shall comply with the obligations applicable to it under the Data Protection Laws with respect to the processing of personal data (which includes Agency Personal Data and Uber Personal Data). 3.4. Data Restrictions. 3.4.1. Agency Restrictions. Agency agrees that it will use (or authorize the use of) Uber Personal Data and the Dashboard personnel who have a legitimate business need to access such Uber Personal Data and the Dashboard. Agency will not disclose Uber Personal Data to any third parties unless expressly authorized in writing by Uber, and who are in each case bound by privacy and security obligations regarding Uber Personal Data at least as restrictive as those contained herein. 3.4.2. Uber Restrictions. Uber agrees that Uber shall use or disclose Agency Personal Data as necessary to provide the Uber Service or as required under applicable laws or regulations. Uber shall limit access to Agency Personal Data solely to Uber and its fficers, employees, consultants, or agents who have a legitimate business need to access such Agency Personal Data. 4. Effect of Termination. All outstanding payment obligations and Sections 1, and 3 - 4 of this Product Addendum shall survive the termination of this Product Addendum. 5. Warranties. 5.1. In addition to the warranties set forth in the Agreement, Agency represents and warrants that Agency will inform and obtain all necessary rights, permission and legally adequate consent from Agency to receive SMS messages or automated calls from Uber in connection with Uber Central and the Uber Service or to provide any communications pursuant to this Product Addendum, and (z) for Uber to provide Agency and any Designated Recipients with detailed trip information, including real- Agency also represents and warrants that Agency will inform and obtain all necessary rights, permission and legally adequate consent from Designated Recipients (i) to share s from Uber in connection with Uber Central and the Uber Service or to provide any communications pursuant to this Product Addendum. Agency acknowledges that it may elect to utilize the Dashboard to request the Uber Service on behalf of Guest Users. Any such election is at Agency's sole discretion, and, in addition to iates and its and their directors, officers, employees, consultants, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs and expenses (including reasonable outside attorney fees) with respect to any third party claim, suit, action or proceeding arising out of or related to the use of the Uber Service by any Guest User. An authorized representative of each party has caused this Product Addendum to be duly executed as of the Product Addendum Effective Date. UBER TECHNOLOGIES, INC. [COUNTERPARTY NAME] By: By: Name: Name: Title: Title: Date: Date:

v.1.0 10
UBER VOUCHERS PRODUCT ADDENDUMTO THE UBER TRANSIT DASHBOARD ACCESS AGREEMENT Product AddendumAgreement (Agreementis entered into by and between [Counterparty Name] AgencyUberProduct Addendum Effective DateUndefined, capitalized terms used herein shall have the meaning ascribed to them in the Agreement. This Product Addendum sets forth the terms under which an Agency may utilize the Dashboard to enable and use Uber Vouchers. In the event of any conflict between the terms of the Agreement and this Product Addendum, the terms of this Product Addendum shall govern with respect to Uber Vouchers. 1. Definitions. The following terms, as may be used only in this Product Addendum, shall have the meanings set forth below: Community Guidelines https://www.uber.com/legal/en/document/?name=general-community-guidelines&country=united-states&lang=en, as may be amended from time to time by Uber in its sole discretion. Voucher RecipientRecipients are Agency Users. Design Guidelinesat https://developer.uber.com/docs/riders/guides/design-guidelines, as may be amended from time to time by Uber in its sole discretion pursuant to which Agency may use the Uber Trademark as set forth herein. Programorder to use the Uber Service. Redemption Valuefull or partial payment for User Charges pursuant to this Product Addendum. Uber Voucherindividual with an active Uber Account to receive a partial or full payment by Agency for User Charges up to the amount of the applicable Uber Voucher, subject to (a) any utilization requirements and limitations established by Agency, (b) the terms of this Product Addendum, and (c) other restrictions and limitations as Uber may determine from time to time that are generally applicable to all discount codes generated by Uber. Utilization Amount 2. Access to Services. Upon execution of this Product Addendum and mutual agreement on the Scope of Work at Exhibit 1, Uber will use commercially reasonable efforts to enable the Agency to access Uber Vouchers via the Dashboard. In addition to the features described in the Agreement, the Dashboard will enable Agency to (a) create and/or distribute Uber Vouchers in accordance with the terms of the Agreement; (b) view and pay Monthly Statements; and (c) view current, appoint new, and remove Administrators. Uber reserves the right to add, remove and update features and functionality of the Dashboard at any time. Agency expressly acknowledges and agrees that any and all transportation services provided to Voucher Recipient are provided neither by Uber nor by Agency, but by independent third-keep and maintain an accurate list of current Voucher Recipients to receive and utilize Uber Vouchers. 3. Utilization Amount. Upon redemption of an Uber Voucher by a Voucher Recipient or according to Batched Billing, Uber shall charge Agency the Utilization Amount of each such Uber Voucher, unless Agency participates in Monthly Billing, in which case Agency shall pay for the Utilization Amount pursuant to Section 6.2 of the Agreement. If the User Charges exceed the Uber Voucher value for an in their Uber Account. 4. Uber Vouchers. 4.1. Creating Uber Programs and Uber Vouchers; Limitations. 4.1.1. Agency may create Programs within the Dashboard, which will generate Uber Vouchers for the Agency to distribute to Voucher Recipients. Uber shall run such Programs only in the countries where Uber makes Uber Vouchers available to the Agency. Agency acknowledges and agrees that it is responsible for all marketing, promotion, and advertising of the Programs. v.1.0 11

4.1.2.Agency may elect to either create a Program with: (a) a single Uber Voucher to distribute to all Voucher Recipients (a "Single Code"); or (b) individualized Uber Vouchers that Agency can distribute to each Voucher Recipient, which are limited to one (1) code per Voucher Recipient, and can only be used by the first Voucher Recipient who redeems the code (each an Individualized Codeintended if a Voucher Recipient shares the code with anyone other than a Voucher Recipient, (b) Uber has no way to prevent and bears no responsibility for such sharing or non-no matter who redeems an Uber Voucher under this Product Addendum. 4.1.3. Single Codes. For any Program that utilizes a Single Code, Agency may limit the number of times such code can be used; provided, however, Agency must clearly and conspicuously disclose to each Voucher Recipient (i) that use of the code is not guaranteed, and (ii) the materials terms and conditions of each Single Code. Agency acknowledges and agrees that: (i) a Single Code may be used by individuals (including those who are not Voucher Recipients) Agency did not intend to target, but Agency will be financially responsible for the number of times the Single Code is used to access the Uber Service; and (ii) for any individual that tries to access a Single Code after the usage limitations have been met, Uber will direct such individual to contact Agency about such Single Code. Notwithstanding anything to the contrary, Agency acknowledges and agrees that in no event will Uber be liable to (i) any Voucher Recipients who were targeted to receive a Single Code but were unable to utilize such Single Code, or (ii) Agency non-fulfillment of the Single Code as a result of usage limitations set by Agency. 4.1.4. Individualized Codes. For any Program that utilizes Individualized Codes, Agency bears responsibility to correctly deliver such codes to Voucher Recipients and to clearly and conspicuously disclose the material terms and conditions of each Individualized Code to each Voucher Recipient. Agency acknowledges and agrees that for any individual that tries to access an Individualized Code after such code has expired, Uber will direct such individual to contact the Agency about such Individualized Code. Notwithstanding anything to the contrary, Agency acknowledges and agrees that in no event will Uber be liable to (i) any Voucher Recipients who were targeted to receive an Individualized Code but were unable to utilize such Individualized Code, or (ii) -fulfillment of the Individualized Code as a result of usage limitations set by Agency. 4.1.5. Uber Delivered Vouchers. In addition to creating Programs under this Product Addendum, Agency may choose to create an Uber Voucher for a specific Voucher Recipient by (i) requesting that Uber deliver such Uber Voucher to the Voucher Recipient via SMS message or by another agreed Uber Delivered Voucher Uber Delivered Voucher, Agency shall obtain consent from the Voucher Recipient and submit to Uber the following information with respect to such Voucher Recipient: (a) first and last name, (b) active telephone number and/or email address, (c) and all Voucher Recipient Datathe user via SMS message, email, the Uber App, or by another delivery method. Agency shall ensure that any Voucher Recipient Data Agency provides to Uber is accurate and complete, and Uber shall not be liable to Agency, any Voucher Recipient, or any other party with respect to inaccurate or incomplete data supplied by Agency. 4.2. Uber Voucher Limitations. Agency shall ensure the maximum aggregate Redemption Value of Uber Vouchers that Agency has g or Monthly Billing, unless Uber agrees in writing to allow Agency to distribute a different aggregate Redemption Value of Uber Vouchers. Each Uber Voucher created by Agency shall: (a) expire no later than twelve (12) months following the date on which Agency created the Uber Voucher; (b) have a minimum Redemption Value, as specified in the Dashboard, for each country in which Agency creates an Uber Voucher; (3) be valid for redemption in areas where Uber Vouchers are available until such Uber Voucher expires; and (4) be feasibly usable for the Voucher Recipient receiving such Uber Voucher (e.g., a Voucher Recipient cannot be located in New York, New York and receive a code that is only valid in San Francisco, California). 4.3. Restrictions of Use. Agency cannot use Uber Vouchers with any third-party promotion, agreement, relationship, marketing plied, the Uber Voucher to an Uber Account without first disclosing all of the disclaimer set forth in Section 4.5.3 below. 4.4. Modification or Cancellation of Uber Vouchers. After Agency creates a Program, Agency may only: (a) update a Program to ipients; or (b) cancel a Program in its entirety, in which case Agency shall immediately notify all Voucher Recipients that (i) such Program is canceledn approval. Agency acknowledges and agrees that if Agency modifies or cancels a Program: (a) Agency remains financially responsible to Voucher Recipients who received an Uber Voucher from Agency, whether or not the Voucher Recipient used such Uber Voucher before Agency modified or canceled the Program; and (b) that if an individual is unable to use an Uber Voucher for any such modified or canceled Program, Uber will direct such individual to contact Agency about any modification or cancellation issues. Notwithstanding anything to the contrary, Agency acknowledges and agrees that in no event will Uber be liable to: (a) Voucher Recipients who received m by -fulfillment of the Uber Voucher as a result of a modifications to or cancellation of the Program by Agency. v.1.0 12

4.5. Marketing and Messaging Related to Uber Vouchers.4.5.1. Marketing Guidelines. At all times during the Term, Agency shall follow the marketing guidelines available at https://developer.uber.com/docs/riders/guides/design-guidelines, which Uber may update from time to time in its discretion, and any other marketing guidelines the parties have agreed to that the parties have agreed to. 4.5.2. Agency Delivery of Uber Vouchers to Voucher Recipients. In the event Agency is delivering Uber Vouchers to Voucher Recipients, Uber will deliver Uber Vouchers to Agency in the form of code links, that Agency may deliver to Voucher Recipients via email or, if Agency has obtained legally-adequate consents under TCPASMSsender of the email as defined by the CAN-SPAM Act and that Uber does not appear as the sender of such email. In the event that Agency delivers any Uber Vouchers via SMS message, Agency shall ensure that it has affirmative legally-adequate written consent from all Voucher Recipients to send them such messages and will make clear in all such messages that they are being sent by Agency (as opposed to Uber). Agency shall not deliver or attempt to deliver any Uber Vouchers through a public-facing or accessible website/page or via social media. 4.5.3. Uber Vouchers Disclaimer. Agency shall ensure that any delivery or distribution by Agency of an Uber Voucher to a Voucher Recipient, or any communication related thereto, shall include a prominent disclaimer notifying the Voucher Recipient that: (a) such Uber Voucher may only be Uber Voucher is subject to a specific, defined expiration date; (c) such Uber Voucher is subject to specific, defined geographic restrictions; (d) such Uber Voucher is subject to a specific, defined maximum Redemption Value; (e) such Uber Voucher cannot be redeemed for goods or services outside of the Uber App; (f) once redeemed by a Voucher Recipient, any Uber Voucher value is not transferable to other Uber accounts, users or products; (g) Voucher Recipient and Agency will not receive any value or credit for any unused portions of such Uber Voucher; and (h) such Uber Voucher has no cash value and may not be redeemed for cash, except as required by law. The following is a pre-value. One-time use only. Maximum discount of $[#] per redemption. Maximum of [#] [trips] per account. To redeem discount, Uber Voucher code [INSERT LINK] must be applied to Payment section of the Uber App prior to requesting the intended [trip]. Uber Voucher valid [DATE], [TIME], through [DATE], [TIME] [or, if applicable: Uber Voucher valid between [TIME] and [TIME] on [DATE]]. Uber Voucher expires [DATE] at [TIME]. Uber Voucher is only valid for trips placed using [add any vehicle or other restrictions as applicable]. Taxes and other fees will be covered provided that the value of the Uber Voucher is greater than the total order amount. Offer is non-transferable, subject to change or cancellation. Issues involving redemption and/or use of the Uber Voucher the above pre-approved disclaimer paragraph the foCan only be used by the first person who redeems the code. Non- 4.6. Uber Account Required. 4.6.1. Active Uber Account Required. Agency acknowledges and agrees that before a proposed individual Voucher Recipient can utilize an Uber Voucher pursuant to this Product Addendum, such proposed Voucher Recipient must have an active Uber Account to activate such Uber Voucher. 4.6.2. Restrictions. In addition to the restrictions set forth in Section 4 of the Agreement, Agency shall not, and shall not authorize others to modify or alter any Uber Voucher as created pursuant to this Product Addendum. 5. Uber Voucher Usage. 5.1. Uber Vouchers must be used by the recipient for personal use and cannot be resold by the recipient. Any additional marketing or advertising of the voucher by the recipient must comply with the terms of this Agreement. 5.2. Agency is responsible for lost, stolen, or misused Uber Vouchers unless otherwise required by law. 5.3. balances and/or request alternative forms of payment if Uber determines, in its sole discretion, that any Uber Voucher issued hereunder is or has been fraudulently obtained or used. 5.4. Uber may cease offering the Uber Vouchers product at any time and for any reason. 6. Intellectual Property. 6.1. Use of Uber Marks; Guidelinesapproval, which shall be deemed granted with respect to such uses compliant with the Design Guidelines. Agency will comply with the v.1.0 13
Design Guidelines, including without limitation, all additional directions given by Uber to Agency as to the content, colors, 6.2. Inspection of Records. records, marketing materials, and communications (including but not limited to, email and SMS messages that Agency, any of its Affiliates, or any other third party sent to Voucher Recipients in connection with an Uber Voucher) that include the Uber Trademark RecordsRecords. In the event Uber, in its sole discretion, determines the Agency has not met its obligations with respect to the Uber Trademark as set forth in this Product Addendum, then Uber may terminate this Product Addendum and take any additional measures afforded to it by law or under the Agreement. Agency shall preserve, and shall cause all of its Affiliates to preserve, all of the aforesaid Records for a period of at least two (2) years from the termination or expiration of this Product Addendum. 7. Warranties. In addition to the warranties set forth in the Agreement, Agency represents and warrants that: (a) Agency shall comply with all applicable laws and regulations applicable to the performance of its obligations hereunder; (b) as it relates to Ageinvolving the Uber Vouchers, including but not limited to the Programs, and the marketing, promotion, and any other forms of communication regarding the Uber Vouchers, Agency will (i) comply with the Design Guidelines, the Uber Voucher Marketing Guidelines, Community Guidelines, and all applicable law (including, without limitation, CAN-SPAM and TCPA); and (ii) ensure that any such marketing, promotion, or other form of communications does not harm the goodwill or reputation of Uber; (c) Agency is responsible for the full cost of all Uber Vouchers used, whether or not used as intended by Voucher Recipients or others; (d) if Agency modifies or cancels a Program, Agency remains responsible for the full cost of all Uber Vouchers distributed, whether or not used by Voucher Recipients; and (e) Agency will inform and obtain all necessary rights, permission, and legally-adequate consent from Voucher Recipients: (i) to receive SMS messages and other communications from Uber in connection with Uber Vouchers and the Uber Service; and (ii) for Uber to provide Agency with detailed trip information, including real-time trip status, for any trips such Voucher Recipient takes using the Uber Voucher created by Agency. 8. Privacy and Security. 8.1. means information provided by the Agency to Uber in connection with the Agreement relating to an identified individual, excluding any such information provided to Uber or any of its Affiliates by a Voucher Recipient. 8.2. Roles of Parties. Each party is an independent controller of the Agency Personal Data and the Uber Personal Data. Agency will provide Agency Personal Data to Uber, for the provision of services as described in this Product Addendum. Agency will only process Uber Personal Data for administrative purposes, to manage access control and for activity review purposes. 8.3. Lawfulness. Agency agrees to inform, and have an applicable legal basis to process personal data, and, where necessary, obtain ency with detailed information on, and real-time trip status of, the rides or meals charged to Agency's Corporate Account; and (c) to receive SMS messages and emails from Uber, and for Uber to otherwise contact each Voucher Recipient for the purpose of providing the Uber Service or to provide any communications pursuant to the Agreement. 8.4. Data Restrictions. 8.4.1. Agency Restrictions. Agency agrees that it will use (or authorize the use of) Uber Personal Data and the Dashboard sonnel who have a legitimate business need to access such Uber Personal Data and the Dashboard. Agency will not disclose Uber Personal Data to any third parties unless expressly authorized in writing by Uber, and who are in each case bound by privacy and security obligations regarding Uber Personal Data at least as restrictive as those contained herein. 8.4.2. Uber Restrictions. Uber agrees that Uber shall only use or disclose Agency Personal Data for the purposes described in this Agreement. 8.5. Compliance with Data Protection Laws. Each party shall comply with the obligations applicable to it under the Data Protection Laws with respect to the processing of personal data. 8.6. Public Records Laws. Uber acknowledges that Agency may be subject to public records disclosure laws. Agency agrees to make diligent efforts to limit disclosure pursuant to any available bases stated in [STATE FOIA LAW] or other applicable law, to notify Uber of such disclosure requirements at least five (5) days before disclosure, and to allow Uber reasonable opportunity to object to production. If Agency determines the material is not exempt from public disclosure law, Agency will notify Uber of the request and allow Uber twenty (20) business days to take whatever action it deems necessary to protect its interests. If Uber does not take any such action within said period, Agency may release the portions of record(s) deemed by Agency to be subject to disclosure. If Agency is required to v.1.0 14
al Information from such records to the extent permissible by applicable law and final judgment. 8.7. Nonpublic Information. If Agency mistakenly, inadvertently or inappropriately obtains access to any personal data related to an Uber Voucher or the Uber Services utilized by a rider or other Uber user in connection with this Product Addendum, Agency shall immediately notify and return it to Uber (and shall cause its Representatives to do the same). Agency shall not (i) copy, duplicate or otherwise reproduce or retain any portion of any personal data in any form or manner whatsoever, nor permit any of its Representatives to do so, nor (ii) enhance any database or any other files or other media by using any personal data. 9. Indemnification. 9.1. Uber, its Affiliates, and its and their respective directors, officers, employees, consultants, agents, successors, and assigns from and against any and all claims, liabilities, damages, losses, costs, and expenses (including reasonable outside attorney fees) with respect to stribution of Uber Voucher to Voucher Recipients in any manner in any media. For avoidance of doubt, in the event that Voucher Recipients are unable to redeem an Uber Voucher because the funds attributable to such Uber Voucher have already been used, Agency shall indemnify Uber for any claims made by such Voucher Recipients. 9.2. Uber shall provide prompt notice to the Agency of any potential claim subject to indemnification hereunder. Agency will assume the defense of the claim through counsel designated by it and reasonably acceptable to Uber. Agency will not settle or compromise any claim, or consent to the entry of any judgment, without written consent of Uber, which will not be unreasonably 10. Use of Agency Logo. Uber App, push notifications, emails, and SMS messages to help Voucher Recipients identify Uber Vouchers created by Agency. 11. Effect of Termination. Accrued and outstanding payment obligations, Sections 1, 3, 7 10 shall survive the expiration or termination of the Agreement. An authorized representative of each party has caused this Product Addendum to be duly executed as of the Product Addendum Effective Date. UBER TECHNOLOGIES, INC. [COUNTERPARTY NAME] By: By: Name: Name: Title: Title: Date: Date:

v.1.0 15
Exhibit 1 Scope of work Dashboard Access Agreement Program Details Name of program Location of services Background/purpose What prompted this project? What is your vision for it? What does success look like? Scope/objective What problem are we trying to solve? What are the requirements? What other third-party partners or software providers will participate in the program? Target audience/special eligibility requirements Program budget Monthly budget: (Please provide an estimate so we can ensure enough credit) Annual budget: Contract budget: Funding source [ ] Federal: _____________________ [ ] State: _______________________ [ ] Local: _______________________ [ ] Other: _______________________________ Deliverables v.1.0 16
Program start datePeriod of performance Contract term(s) Products [ ] Uber Vouchers [ ] Uber Central Vehicles [ ] Uber X [ ] Uber Green [ ] Uber Comfort [ ] Other: _______________ Geographic restrictions Please note for all geographic restrictions the agency should be prepared to provide Uber with a shapefile in KML or GeoJSON format. Days of operation Monday - Friday Hours of operation 9:30 AM - 11:30 PM Agency subsidy level per trip What is the subsidy amount the agency is offering, for example, up to $15 per trip. Rider fare If the rider should be responsible for an upfront fare, please define that fare structure here, Subsidy allowance per person Is there a usage cap, for example, 10 Uber Vouchers per month? Program distribution [ ] Uber email [ ] Uber blog post [ ] Other: _________________________ (Uber CRM campaign, for high value/strategic opportunities only) v.1.0 17
Reporting Data reporting [ ] Unique trip ID [ ] Date/time [ ] Cost/fare [ ] Trip origin/destination [ ] Include lat/Long data [ ] Trip distance [ ] Trip duration [ ] Other: _____________________ Billing Billing method [ ] Credit card [ ] ACH (must meet $2K monthly spend to activate) Special requirements v.1.0 18
Special conditions [ ] Include tip with subsidy [ ] Uber Central special requirements: [ ] Bulk Upload/Batch rides [ ] Round trips [ ] Recurring trips [ ] Multi-destination trips [ ] Flex trips [ ] Sales tax exempt (Must include supporting documentation, does not apply to Vouchers) [ ] Other : _____________________ Please note any special requirements (reporting format, delivery method, frequency), marketing support, cash collection, and service legal agreements here. Exhibit 2 Trademarks and Territory Uber Marks Trademark Description Territory UBER Word mark United States Rider Logo United States v.1.0 19
Agency Marks Trademark Description Territory [INSERT AGENCY MARKS HERE]

___ Exhibit F ___ Section 8 City of Richmond - Insurance Requirements Type 6(a): Transportation Providers Type 6 Page 1 of 3 Revised: June 2011
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM insurance requirements and limits. CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors.Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract. CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability and Automobile Liability insurance, CONTRACTOR shall look solely to its insurance for recovery. CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability and Automobile Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance. Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general and automobile liability, as well as a waiver of subrogation for insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements. City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work. Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy. The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR. Minimum Scope of Insurance the following forms shall be provided and coverage shall be at least as broad as the following: 1.Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001) including coverage for bodily and personal injury, property damage, and products and completed operations. 2.Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto) 3.Original and Separate Additional Insured Endorsements for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language. 4.coverage. 5.Original and Separate Waiver of Subrogation for . Required Coverage Minimum Limits WorkersCompensation and Employers Liability Statutory limits as required by the State of California including $1 million Employers Liability per accident, per employee for bodily injury or disease. If CONTRACTOR is self-insured, provide a certificate of Permission to Self-Insure, signed by the California Department of Industrial Relations and Self-Insurance. If contractor is a sole proprietor (has no employees) than contractor found at: http://www.ci.richmond.ca.us/index.aspx?nid=61. ___ Exhibit F ___ Section 8 City of Richmond - Insurance Requirements Type 6(a): Transportation Providers Type 6 Page 2 of 3 Revised: June 2011
General Liability (primary and excess limits combined) $2,000,000per occurrence for bodily injury, personal injury and property damage. If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate). Policy shall also include coverage for liability arising out of the use and operation of any City-owned or City-furnished equipment used or operated by the CONTRACTOR, its personnel, agents or subcontractors. Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below. Automobile Liability $5,000,000 per occurrence for bodily injury and property damage. Policy shall be endorsed to name the City of Richmond as an additional insured. Required Policy Conditions A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City. Additional Insured Endorsement Applicable to General and Auto Liability Coverage. The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured, including but not limited to bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract. For general liability coverage, ISO form CG 20 10 (11/85) or its equivalent is required. The endorsement must not exclude products and completed operations coverage. If it does, then CG 20 37 (10/01) is also required. SAMPLE Endorsements can be found at http://www.ci.richmond.ca.us/index.aspx?nid=61. Primary and Noncontributory to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance. Waiver of Subrogation Endorsement Form for Workers Compensation coverage during the life of this contract. SAMPLE Endorsements can be found at http://www.ci.richmond.ca.us/index.aspx?nid=61. Deductibles and Self-Insured Retentions Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses. Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss. Umbrella/Excess Liability Policies If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverages and cover those insured in the underlying policies. ___ Exhibit F ___ Section 8 City of Richmond - Insurance Requirements Type 6(a): Transportation Providers Type 6 Page 3 of 3 Revised: June 2011
Claims-Made Policies If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work. Subcontractors CONTRACTOR shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein. CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage. Verification of Coverage All original certificates and endorsements shall be received and approved by the City before work may begin. The City of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time. Original insurance certificates and required policy endorsements shall be mailed, or delivered to the Designated Project Manager for the City of Richmond. Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, Contractor must mail the original certificates and endorsements to Designated Project Manager once faxed. Continuous Coverage CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate. If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager. Cancellation CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after Reporting Requirements Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers. Consistent with Public Policy The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.