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HomeMy WebLinkAboutResolution - 2023-R0443 - Amendment No. 1, SA Dated March 9, 2021, SPARE Labs, Inc - 09/12/2023Resolution No. 2023-R0443 Item No. 5.38 September 12, 2023 RESOLUTION BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK: THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and on behalf of the City of Lubbock, Amendment No. 1 to that certain Service Agreement dated March 9, 2021 between the City of Lubbock and Spare Labs, Inc., to allow Citibus to utilize Spare's Open Fleet's platform for the outsourcing of trips to third parties for pooled on- demand and scheduled transportation, and related documents. Said Amendment is attached hereto and incorporated in this resolution as if fully set forth herein and shall be included in the minutes of the City Council. Passed by the City Council on _____ _ 8eptember 12, 2023 �� TRA A E, MAYOR AT EST: Courtney Paz, City Secr ry APPROVED AS TO CONTENT: �, r Bill Howerton, Deputy City Manager Al'PROVED�"1"�ORM: itchelF'Sa,�fe�yaG[t , it`S��sistant City Attorney ccdocsII1RES.Amend 1-Spare Labs, Inc. July 20, 2023 Resolution No. 2023-R0443 Amendment 1 for Service Agreement This Amendment 1 for the Service Agreement (this "Amendment 1"), entered into on August 22, 2023 (Amendment 1 Effective Date), by and among Spare Labs Inc with a place of business at 810-815 West Hastings Street, Vancouver, BC, V6C 1 B4 (the "Company"), and City of Lubbock ("Customer"). Company and Customer are referred to in this Amendment collectively as the "Parties" and each individually as the "Party" � WITNESSETH: WHEREAS, the Company and Customer entered into the Service Agreement as of March 9, 2021 (the "Original Agreement"), in order to provision Spare Platform with Spare Pooled OnDemand, which manages, dispatches and handles bookings for pooled on-demand and scheduled transportation (the "Project"), WHEREAS, the Company and Customer wish to amend the Original Agreement in the manner described herein in accordance with the terms of the Original Agreement, NOW, THEREFORE, in consideration of these premises, and of the mutual promises and covenants contained herein, the Parties agree as follows: 1. Amendment of the Statement of Work in Ori�inal AEreement The following will be added to Exhibit A— Statement of Work in the Original Agreement: Provision of Spare Open Fleets with the Lyft transportation network and other Approved Open Fleets Providers Company will supply Customer with Spare Open Fleet, including Lyft's transportation network and other Approved Open Fleets Providers integrated in the Spare Platform, as may be agreed between Company and Customer. Company and Customer will adhere to additional terms that apply for Lyft and other Approved Open Fleets Providers, as per Appendix 1 of Amendment 1. The Customer shall include such notification andlor require any user of the Project to accept or acknowledge such additional tenns of use, privacy policy or similar, in each case as may be required by Lyft, other Approved Open Fleets Providers, and applicable law. 2. Amendment to fee schedule on Order Form SL-3588 in Ori�inal AEreement The following will be added to the fee schedule in the Original Agreement, starting on Amendment 1 Effective Date. Descri tion Fee Spare Open Fleets Non-Dedicated Management Fee for Spare Open Fleets (for each Approved Open Fleets Provider )+ Boarding Fee for each Completed Boarding, as described in Order Form SL-3588 in Original Agreement. Non-Dedicated Management Fee only applies once each Approved Open Fleets Provider is used on a monthl basis over 3 months. Ride fees for Lyft and other Approved Open Fleets Pass-through cost from Lyft and other Approved Providers Open Fleets Providers' for each ride, charged on a monthly basis. Find latest Lyft fees for Customer's area on I ft.com. 3. Others All other terms and provisions of the Original Agreement shall continue to be effective and remain unchanged. �` � Appendix 1 Additional terms specific to provision of Open Fleet Provider integration through Spare Open Fleets: In providing and using Open Fleet Providers through Spare Open Fleets, the following additional provisions shall apply: (a) Company obligations: Company shall only enable an Open Fleet Provider integration yvith Customer's account within the Spare Platform where such integration has been expressly approved in writing by Customer ("Approved Open Fleet Provider"). (b) Customer Obligations. (i)Unless otherwise agreed in writing between the Parties, Customer represents and warrants that it (i) either has a direct agreement in place with each Approved Open Fleet Provider that permits that the Open Fleet Provider integration with Customer's account within the Spare Platform and use as part of the Project that does not require any further agreement be entered into by Company; or (ii) that it has agreed to be bound by the applicable Approved Fleet Providers Terms as set out in sub-section (c) below. (ii)Customer covenants and agrees to immediately inform Company in the event that any such agreement with an Approved Open Fleet Provider lapses, in which event Company shall immediately terminate the integration within the Customer's account within the Spare Platforrri in respect of such Open Fleet Provider. (iii)For each Approved Open Fleet Provider whose integration Customer has approved in writing, Customer shall include such notification andJor require any user of the Project to accept or acknowledge such additional terms of use, privacy policy or similar, in each case as may be required by such Open Fleet Provider and applicable law. (c) Approved Open Fleet Provider Terms Where subsec�ion (b)(i) above does not apply and the Approved Open Fleet Provider is: (i)Uber Inc. ("Uber", which expression shall include any subsidiaries or affiliates of Uber Inc.), then Customer agrees to be bound by the standard Uber for Business terms and conditions (the "U46 Online Terms"), available via https://www.uber.com/legal/business/dashboard/en/ (as may be updated from time to time), in the US, or the applicable•global equivalent; (ii)Lyft ("Lyft", which expression shall include any subsidiaries or affiliates of Lyft Inc.), then Customer agrees to be bound by the Lyft-specific terms set out in Appendix 2; or (iii)Any other Approved Open Fleet Provider, such Approved Open Fleet Provider-specific terms as may be notified to Customer at the time of express approval of such Open Fleet Provider by Customer. kv �+ Appendix 2 (a) Customer Obligations. Customer: (i) Acknowledges that riders will be required to consent to additional terms listed on https://www.ivft.com/terms and httqs://www.lvft.com/privacv when using the Lyft services through the Project; �ii) Agrees to take all reasonable precautions to prevent unauthorized access to or use of the Lyft services and to notify Lyft promptly upon the discovery of any known or suspected unauthorized or fraudulent activity occurring under its account (iii) Agrees not to (i) decompile, disassemble, reverse engineer or otherwise attempt to derive the source code or underlying technology, methodologies or algorithms of the Lyft's platform and services; (ii) use the Lyft's platform, services, and any data received from Lyft in violation of applicable law, third party rights, and this Agreement; (iii) sublicense, repackage, lease,rent, sell, give or otherwise transfer or provide Lyft's platform and services to any unaffiliated third party except as may be provided in this Agreement; (iv) substantially replicate or modify Lyft's platform, services or their elements, except as expressly permitted hereunder; (iv) use incorrect or outdated rider information in connection with this Agreement; (v) interfere with, modify or disable any features or functionality of Lyft's platform and services; (vi) transmit files, documents, or any other material that contains viruses, Trojan horses, spyware, worms or any other malicious, harmful, or deleterious programs; and/or (vii) use Lyft's services or platform in connection with unsolicited, unwanted, or harassing communications (commercial or otherwise), including, but not limited to, phone calls, SMS messages, chat, voice mail, or video. (iv) Acknowledges that all information related to Customer, riders ("Riders"), and their use of the Lyft Platform as received, collected, compiled, aggregated or produced by Lyft in connection with this Agreement shall be governed by the terms of Lyft's Privacy Policy (https://www.lyft.com/privacy), and Lyft shall have the right to use such data as set forth in Lyft's Privacy Policy; (v) Customer consents to allow Lyft to use any Rider information ("Rider information") provided, including to (a) transmit a request via the Lyft Platform to available drivers ("Drivers"); (b) send automated transactional communications, including but not limited to SMS texts or phone calls to the Rider relating to the Ride or the provision of the Project; (c) share the Rider information with the Driver who accepted the Request; provided that the Driver will only receive the first name of the Rider and pick up and drop off location; and (d) use and store the Rider information for the internal purposes of Lyft, subject to Lyft's Privacy Policy (available at https://www.lyft.com/privacy). Customer consents to Lyft sharing any Customer or Rider information with its authorized vendors, service providers, and subcontractors for purposes of performing its obligations hereunder. (vi) It is expressly acknowledged and agreed that Com�any �� ill not <,�rant Customer the right or ability to, and Customer shall noi kno��ingly, directly access or inie;Trate the Lyft iiPl into Customer'� o��n platli�rms or systems. Compan} �vill resu�i�t Client's access to the Lytt API to indirect u,e throu��h the Partner's Platform. clncl Customcr sh.11l IlClt ICIl0��111���` SeBIC TO by-4)�l�S �LICII I'F:SII'ICUOII . (vii) In addition to any other indemnification obligations set forth in this Agreement, Customer agrees to defend, indemnify and hold harmless Company from any claim by Lyft and its directors, officers, employees, subcontractors and agents from and against all third party claims, suits, causes of action, damages, costs (including reasonable and documented attorneys' fees), judgments and other expenses (collectively, "Claim(s)") arising out of or related to: (i) Customer's breach of this Agreement; or (ii) Customer's breach of data privacy rights involving data received by Customer from Lyft. �v�- IN WITNESS WHEREOF, the Parties have caused this Amendment 1 to be executed by their duly authorized representatives as of the day and year first above written. Spare Labs Inc. (Com�any) By: Nan Titl�. �. �:,�, City of Lubbock (Customer) By: �� Name: Tray Title: nn�c