Item 10 - CONSIDERATION OF AGREEMENTS WITH UBER TECHNOLOGIES, INC., TO IMPLEMENT AN ON-DEMAND RIDE HAILING PILOT PROGRAMAGENDA ITEM NO. 10
AGENDA STAFF REPORT
City of West Covina I Office of the City Manager
DATE: July 19, 2022
TO: Mayor and City Council
FROM: David Carmany
City Manager
SUBJECT: CONSIDERATION OF AGREEMENTS WITH UBER TECHNOLOGIES, INC., TO
IMPLEMENT AN ON -DEMAND RIDE HAILING PILOT PROGRAM
RECOMMENDATION:
It is recommended that the City Council:
1. Authorize the City Manager to enter into agreements with Uber Technologies, Inc. (Uber), to
implement a pilot on -demand ride hailing program, in substantially the form as attached and in such
final form as approved by the City Attorney;
2. Authorize the City Manager to negotiate and execute all other necessary documents, in such form
as approved by the City Attorney, to carry out the City Council's direction; and
3. Approve, by a majority vote of the Council, waiving bidding requirements to implement a pilot
on -demand ride hailing program with Uber, as allowed by West Covina Municipal Code Section
2-330(b).
BACKGROUND:
At the March 1, 2022 City Council meeting, staff was directed to contract directly with Uber or Lyft to
carry out an "On -Demand Ride Hailing" Pilot Program. Previously staff was working with Uber through
MV Transportation to implement a pilot program similar to the one previously approved for Lyft. Uber
can provide on -demand rides for seniors or those with disabilities needing rides, such as dialysis
appointments or other medical necessities which are often times scheduled by physicians at the last
minute. Riders can download the Uber App, which will have a unique code with a discount that provides
$1.00 rides each way, which is the current subsidy of the City's Dial A Ride (DAR) program. For those
riders who are not internet savvy or do not want to use the Uber App, City staff will be able to access the
system via cloud -based software and book a trip for patrons. Based on the previously approved
parameters, the following will be the Uber pilot program:
. Six-month term
.25 participants from current Dial A Ride ridership (based on highest frequency usage)
. Education/Outreach
. Uber Team for riders
. Staff on use of the Uber App and the Uber Concierge Program for booking trips.
. $50,000 max
. These funds will be utilized to subsidize the balance of the actual cost of the ride above
the $1.00/$0.50 fee the participant pays
. $1.00 ride/person one-way ($2.00 roundtrip) for persons 55+
. Rides within West Covina City limits or 3 miles outside city -limit for medical reasons
UberX is the most economical ride type. The code will only work for this ride type. Operating hours will
be 24/7 for Uber app users and restricted to City staff hours (8:00 a.m. - 5:00 p.m Monday - Friday) for
call -in bookings, unless booked in advance. Riders will be able to take up to four (4) one-way trips per
day based on availability of funds.
DISCUSSION:
Staff contacted Uber and Lyft. Both providers sent their template agreements. Based on a preliminary
review of the terms by the City Attorney and follow up with the providers, Uber was more open to
negotiating terms, particularly providing the levels of insurance coverage generally required by the City.
As a result, staff continued working with Uber to arrive at mutually agreed upon terms for an agreement.
Section 2-330(b) of the West Covina Municipal Code provides that the City Council may, by majority vote
of its entire membership, dispense with bidding and other purchasing procedures in any individual
instance upon finding that it would be impracticable, useless or uneconomical in such instance to follow
such procedures and that the public welfare would be promoted by dispensing with the same.
Uber and Lyft make up a substantial share of the ride hailing market. Ride rates of the two providers are
comparable within the proposed service area (Attachment No. 3). Staff believes bidding the project
would be impracticable and useless and that the public welfare would be promoted by dispensing with
the same. Therefore, staff is requesting that the City Council waive bidding requirements in connection
with this procurement.
If approved by the City Council, it will take staff and Uber approximately one month to launch the
program. This will include executing the agreement, training staff, setting up the code for the program,
and obtaining participants (verifying interest from identified participants).
LEGAL REVIEW:
The City Attorney's Office has reviewed the proposed agreements and approved them as to form.
OPTIONS:
The City Council has the following options:
1. Approve staffs recommendation or
2. Provide alternative direction.
Prepared by: Kelly McDonald, Public Services Manager
Fiscal Impact
FISCAL IMPACT:
The FY 2022-2023 Budget includes $50,000 for the Pilot Program in Measure R Account No.
224.61.5143.6120.
Account No.
Account Name
FY2022-23
Budget
Amount
Requested
Balance
224.61.5143.6120
Other Contractual Services
1 $100,000
$50,000
$50,000
Total 11
$100,000
$50,000
$50,000
Attachments
Attachment No. 1 - Uber Vouchers Agreement
Attachment No. 2 - Uber Central Agreement
Attachment No. 3 - Sample Uber and Lyft Rates
CITY COUNCIL GOALS & OBJECTIVES: Enhance City Image and Effectiveness
A Creative and Active Communuty
ATTACHMENT NO. 1
UBER VOUCHERS for TRANSIT AGENCIES AGREEMENT
This Uber Vouchers for Transit Agencies Agreement ("Agreement") is entered into as of the last signature date stated
below ("Effective Date') by and between UBER TECHNOLOGIES, INC., located at 1515 3rd Street, San Francisco, CA 94158
("Uber') and The City of West Covina, located at 1444 W Garvey Ave S, West Covina, CA 91790 ("Agency").
Agency Contact Information
Agency Contact Name:
Kelly McDonald, Public Services Manager City of West Covina
Agency Contact Email and
Phone Number:
kmcdonald@westcovina.org
Partnership Details
Uber Vouchers for Transit
Agencies
Uber will grant partner:
1. Access to Uber Vouchers for Transit Agencies product
Agency will agree to:
1. Implement program per Exhibit 1
Uber Vouchers for Transit
Uber will provide the following under the Uber Voucher for Transit Agencies relationship:
Agencies Services
1. Enhanced User Experience
a. Agency access to centralized voucher dashboard
b. Voucher redemption visibility (as available)
C. 24/7 Customer Service
2. Custom Onboarding & Education
a. Uber agrees to work with Agency to educate employees on functionalities of Uber
Vouchers for Transit Agencies
b. Dedicated onboarding specialist assigned to Agency
3. Access to use the Uber for Transit Agencies Voucher Platform
a. User administration -quickly add or remove authorized users to Agency Account
b. Monthly Billing -bill monthly based on usage
c. Trio History - ability to view and manage Uber Vouchers from within the Agency
Dashboard
[Remainder of page intentionally left blank]
In consideration of the mutual promises contained herein, the receipt and sufficiency of which are hereby acknowledged,
the parties agree to the following terms:
TERMS AND CONDITIONS
These Uber Vouchers for Transit Agencies Terms and Conditions (the "Transit Vouchers Terms') govern Agency's use of
Uber Vouchers through the Dashboard. The Transit Voucher Terms, along with the applicable provisions of the
Agreement, state the terms under which an Agency may utilize the Dashboard to enable Uber Vouchers.
1. Incorporation. The Transit Voucher Terms are incorporated into and made a part of the Agreement between Uber
and the Agency. Agency's use of Uber Vouchers is subject to the Transit Voucher Terms as incorporated into the
Agreement.
2. Purpose. This Agreement states the terms on which Uber shall provide Agency with access to (a) Uber's browser -
based online dashboard for "Uber Vouchers for Transit" customers ("Dashboard"), and (b) the Vouchers for Transit
Agencies product ("Uber Vouchers") that will allow Agency to distribute Uber Vouchers in accordance with the terms of
this Agreement. Agency agrees to: (i) maintain an "Uber Vouchers for Transit" account ("Corporate Account") under the
terms and conditions of this Agreement, as may be updated from time to time. Capitalized terms that are not defined
herein shall have the meaning ascribed to them in the Uber Developer Terms.
3. Acknowledgment of Authority. The parties acknowledge that they have had the opportunity to consult with their
respective attorneys and have had the opportunity to review this Agreement. Therefore, the parties expressly agree that
this Agreement shall be given full force and effect according to each and all of its express terms and provisions and the
rule of construction that any ambiguities are to be resolved against the drafting party shall not be employed in the
interpretation of this Agreement. The parties executing this Agreement have authority to sign and bind its represented
party to this Agreement.
4. Term. This Agreement shall commence on the Effective Date and shall continue for 6 months (the "Term") and
may be extended by mutual agreement of the parties for 3 1- year periods ("Extension Term"), unless terminated earlier
under the termination process provided in this Agreement. Either party shall provide at least thirty (30) days written notice
before the expiration of the then -current Term if either party intends not to automatically renew the terms of this
Agreement, as applicable under the terms of the Cover Sheet.
S. Termination.
(a) Termination for Material Breach. Either party may terminate this Agreement, in whole or in part, for the other
party's material breach as follows:
(i) A notice to cure shall be served by the non -breaching party to the breaching party by certified or
registered first class mail and addressed to the breaching party's address stated below, or any updated address provided
to the notifying party during the Term of this Agreement.
The breaching party shall have thirty (30) days from the date of receipt of this notice to cure the material
breach
(iii) If the breaching party has not cured the material breach within thirty (30) days of receipt of the notice to
cure, the non -breaching party may terminate the Agreement by serving the breaching party with a "notice of termination"
stating the manner in which the breaching party is in material breach and the effective date of termination.
(b) Termination for Lack of Appropriated Funds. The parties acknowledge that Agency's budget may be subject to
annual appropriation and that, in any fiscal year, Agency's annual appropriation may be less than the budget under the
Term of this Agreement. If funds are not available to appropriate for payments due under this Agreement, either party
may terminate this Agreement, in whole or in part, as follows:
(i) The notifying party shall, no later than thirty (30) days before the expiration of appropriated funds, serve
a written notice of termination to the other party by certified or registered first class mail and addressed to the other
party's address stated below, or any updated address provided to the notifying party during the Term of this Agreement.
(ii) Any unpaid invoices or outstanding balances due to Uber for services performed within 24 hours of Uber's
receipt of such termination notification from Agency shall become immediately due and payable and shall be subject to
Uber's collection process. Uber further reserves the right to pursue any and all remedies available to it under applicable
law, including, but not limited to, reporting Agency to applicable credit reporting agencies.
(c) Termination for Convenience. Either party may terminate this Agreement, in whole or in part without cause, by
providing the other party thirty (30) days advance written notice of termination before terminating the Agreement. Such
notice shall be given by certified or registered first class mail and addressed to the other party's address stated below, or
any updated address provided to the notifying party during the Term of this Agreement.
(d) Actual Receipt of Termination Notice. All such notices of termination will be deemed given upon actual receipt, and
approvals will be addressed to the attention of:
If to Uber: Uber Technologies Inc.
1513 3rd Street
San Francisco, CA 94158
Attention: Legal -Transactions
Email: transit-legal-us@uber.com
If to Agency: The City of West Covina
1444 W Garvey Ave S
West Covina, CA 91790
Attention: Kelly McDonald
Email: kmcdonald@westcovina.org
6. Fees and Payment
(a) Utilization Charges. When an Uber Voucher is redeemed by an Agency User, Uber shall charge the Agency the
Utilization Amount of each such Uber Voucher in accordance with Section 6(b) below. If a fare exceeds the Uber Voucher
value for an individual transaction, the balance shall be charged to such Agency User's payment method on file in their
Active Account.
(b) Billing Options.
(i) Monthly Billing. Subject to terms and conditions determined by Uber in its sole discretion, Agency may
elect to receive monthly statements (each, a "Monthly Statement") for the aggregate Utilization Amount generated from
redeemed Uber Vouchers during each calendar month of the Term ("Monthly Billing"). Each Monthly Statement shall be
paid in full by the Agency no later than thirty (30) calendar days from receipt of such Monthly Statement.
(c) Payment Procedures. All undisputed Utilization Amounts under each Monthly Statement shall be paid in full by
Agency within thirty (30) days of receipt of such Monthly Statement.
(d) Certification of Non -Federal Payment Source. Agency certifies that to the best of its knowledge and belief, no
Federal Appropriated Funds will be expended by Agency to pay any Monthly Statement or any form of Non -Monthly Billing
generated from redeemed Uber Vouchers.
(e) Disputed Payments. If Agency believes that it has been assessed a Utilization Amount it should not have been
charged ("Disputed Charge Event"), Agency shall notify Uber in writing within seven (7) days. The parties shall work in
good faith to review the charges within forty-five (45) days of Agency notifying Uber of such Disputed Charge Event. If the
parties determine that Uber assessed a Utilization Amount that Agency should not have been charged, Uber shall remove
such charge from Agency's account.
(f) Taxes. Unless otherwise indicated on an Agency User receipt, all Uber Vouchers are exclusive of applicable taxes,
and Agency is responsible for the payment of any such taxes assessed on such Uber Vouchers, including, but not limited
to, all sales, use, VAT or similar taxes, except for taxes based on Uber's income. All payments are nonrefundable unless
stated otherwise in this Agreement. Unless expressly agreed otherwise in this Agreement, each party shall be responsible
for the costs and expenses associated with its performance under this Agreement.
(g) Account Suspension. Unless Agency has notified Uber of a Disputed Charge Event, Uber reserves the right to
immediately suspend Agency's Corporate Account and suspend any or all access to Uber Vouchers by Agency Users if the
Agency has not timely paid the Utilization Amount due on any past Billing Statements. Uber further reserves the right to
pursue any and all remedies available to it under applicable law, including, but not limited to, reporting Agency to
applicable credit reporting agencies, for any unpaid Utilization Amount. Reestablishing a deactivated or suspended Agency
Corporate Account after full payment of a past due Billing Statement shall be at Uber's sole 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.
7. Access to Uber Dashboard.
(a) Agency Dashboard. Uber shall provide Agency with access to the Dashboard under the Terms of this Agreement.
Uber's primary contact with Agency shall be through the individual employee or agent that Agency identifies in writing to
Uber ("Administrator'). The Dashboard will enable Agency to (a) view and pay Monthly Statements; and (b) 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. Subject to Agency's compliance with this Agreement, Uber agrees to use commercially
reasonable efforts to provide access to the Dashboard and Uber Vouchers to Agency as stated in this Agreement.
(b) Administration. Agency may appoint additional administrators at its discretion. Agency agrees to (a) maintain all
Dashboard login credentials in confidence, (b) only permit the lead Administrator and Agency's other authorized
administrators to access the Dashboard, and (c) update all information of the lead Administrator and other authorized
administrators to ensure that it is current, accurate, and complete. Agency shall be responsible for all activity that occurs
under its Dashboard login credentials, including, but not limited to, all Uber Programs, and Uber Vouchers created for
Agency use on the Dashboard.
8. Agency User Updates. It is Agency's sole responsibility to keep and maintain an accurate list of current Agency
Users authorized to receive and utilize Uber Vouchers.
9. Uber Vouchers.
(a) Creating Uber Programs and Uber Vouchers; Limitations.
(i) An Uber Account Manager will create the Uber Vouchers for Agency to distribute to Agency Users. Such
vouchers may only be used where Uber makes Uber Vouchers available to Agency. Agency acknowledges and agrees that
it is responsible for all marketing, promotion, and advertising of Agency programs for which Uber Vouchers are created,
including but not limited to ensuring that such marketing, promotion, and advertising complies with all applicable laws,
rules, regulations and ordinances and does not harm the goodwill or reputation of Uber.
(ii) Agency can choose to either create a Program with: (a) one Uber Voucher to distribute to all Agency Users (a
"Single Code"); or (b) individualized Uber Vouchers that Agency can distribute to each Agency User, with the following
restrictions: limited to one code per person, only redeemable by the first person who redeems the code (an
"Individualized Code"). Agency acknowledges that Uber cannot prevent an Agency User from sharing a Single Code or an
Individualized Code with a non -Agency User, and that Uber cannot disaggregate Agency User transactions from non -
Agency User transactions when determining Utilization Amounts. Agency acknowledges and agrees to pay Utilization
Amount generated from all redeemed Uber Vouchers under the terms stated in this Agreement up to the Uber Voucher
Limit, even in the event that Utilization Amounts are impacted by code sharing or non -intended use.
1) Single Codes. For any Program that utilizes a Single Code, Agency may limit the number of times such
code can be used; provided, however, that Agency must clearly and conspicuously disclose the material terms
and conditions of each Single Code to each Agency User, including that use of the code is not guaranteed.
Agency acknowledges and agrees that: (1) a Single Code may be used by consumers that Agency did not intend
to target (including non -Agency Users), but Agency will be financially responsible for the number of times the
Single Code is used to access Uber Services; and (2) Uber will direct all individuals that try to access a Single
Code after Agency reaches the usage limitations to contact Agency. Notwithstanding section 6(a)(ii)1)(2)
above, Agency acknowledges and agrees that Uber will not be liable (i) to Agency Users targeted to receive an
Uber Voucher but unable to use their Single Code, or (ii) to Agency for Uber's non -fulfillment of the Uber
Voucher because Agency usage limitations have been reached.
2) Individualized Codes. For any Program that utilizes Individualized Codes, it is Agency's responsibility
to (1) correctly deliver such codes to Agency Users and (2) to clearly and conspicuously disclose the material
terms and conditions of each Individualized Code to each Agency User. Agency acknowledges and agrees that
Uber will direct all individuals that try to access an Individualized Code after such Code has expired to contact
Agency.
(b) Uber Voucher Limitations. Agency shall ensure that the maximum aggregate Redemption Value of Uber
Vouchers that Agency has available at any given time during the Term shall not exceed the credit amount authorized by
Uber for Agency s Monthly Billing, unless Uber agrees in writing to allow Agency to distribute a different amount of Uber
Vouchers. Each Uber Voucher created by Agency shall: (1) expire no later than 12 months after the date that the Agency
created the Uber Voucher; (2) have a minimum Redemption Value for each region for which an Uber Voucher was ordered
as specified in the Dashboard; (3) be valid for redemption in areas where Uber Vouchers are available until such Uber
Voucher expires; and (4) be usable for the Agency User receiving such Uber Voucher (i.e. Agency User cannot be located
in New York, New York and have the code only valid for San Francisco, California).
(c) Restrictions of Use. Agency cannot use Uber Vouchers with any third -party promotion, agreement,
relationship, marketing event, partnership, or any other use case without Uber's prior written consent. Agency agrees it
will not apply, or allow to be applied, the Uber Voucher to an Agency User account without first disclosing all of the
disclaimers stated in Section 6(e)(iv) below.
(d) Modification or Cancellation of Uber Vouchers. After a Program is created, Agency may: (1) update a
Program to make the restrictions and/or value more permissive if the Uber Voucher code has not yet been distributed to
Agency Users, or (2) cancel a Program, in which case Agency shall immediately notify all affected Agency Users that Agency
has canceled the Program and that Uber is not responsible for the Program cancellation. Agency acknowledges and agrees
that if Agency modifies or cancels a Program: (1) Agency remains financially responsible to Agency Users who received an
Uber Voucher from Agency, even if the Agency User utilized such Uber Voucher after Agency modified or canceled the
Program; and (2) Agency Users who contact Uber because they are unable to utilize an Uber Voucher code for a modified
or canceled Program will be directed by Uber to contact Agency about any modification or cancellation issues. Agency
acknowledges and agrees that Uber will not be liable to: (i) Agency Users who received an Uber Voucher, but were unable
to utilize the Uber Voucher following Agency's modifications to or cancellation of the Program, or (ii) Agency for Uber's
non -fulfillment of the Uber Voucher as a result of modifications to or cancellation of the Program by Agency.
(e) Marketing and Messaging Related to Uber Vouchers.
(i) Marketing Guidelines. At all times during the Term, Agency shall follow the marketing guidelines that the
parties have agreed to in this Agreement ("Transit Agency Marketing Toolkit"), which Uber may update from time to time
in its discretion.
(ii) Approved Use Cases. Agency agrees to use Uber Vouchers only for the specific purposes of its transit
program. During the Term, Agency shall obtain prior written consent from Uber to use Uber Vouchers for any purpose
other than the approved use case.
(iii) Delivery of Uber Vouchers to Agency Users. Agency will receive Uber Vouchers in the form of code links, that
Agency may deliver to Agency Users via email, SMS, social media, online in other digital media, in broadcast media, in
print, or OOH, so long as Agency takes down any communication containing the delivery or distribution of an Uber Voucher
after such Uber Voucher's expiration date. In the event that Agency delivers Uber Vouchers via email, Agency shall ensure
that it is the sole sender of the email as defined by the CAN-SPAM Act and that Uber does not appear as the sender of
such email. If Agency delivers Uber Vouchers via SMS, those messages are marketing text message and Agency shall ensure
that it is in compliance with the TCPA by obtaining affirmative prior express written consent from all Agency Users to send
them such messages and will make clear in the message that it is being sent by Agency (as opposed to Uber).
(iv) Uber Vouchers for Transit Agencies Disclaimer. Agency shall ensure that its delivery or distribution of an
Uber Voucher to an Agency User, or any related communication, shall include a prominent disclaimer notifying the Agency
User that the Uber Voucher: (a) may only be redeemed for rides requested via Uber's mobile application: (b) is subject to
an expiration date; (c) is subject to specific, defined geographic restrictions; (d) is subject to a maximum Redemption
Value; (e) value is non-transferrable to other Uber accounts, users, or products once redeemed by an Agency User; and
(f) has no cash value and may not be redeemed for cash, except as required by law. The following is a pre -approved
disclaimer for a Single Code voucher:
"Limited Availability. No cash value. Maximum discount of $[#] per [Uber product] trip. Maximum of [#]
[Uber product] trips per person [per week/day/month]. To redeem discount, Uber Voucher code [INSERT
LINK] must be applied to Wallet section of the Uber app before requesting the first ride [within area/along
bus route] [until date/between time and date and time and date]. Expires on [DATE]. For details on eligible
transit zones see HERE[< --link]. Uber Voucher does not apply to tips. Terms subject to change or cancellation.
Issues involving redemption and/or use of the Uber Voucher code should be directed to Agency at [INSERT
AGENCY CONTACT INFO]."
For an Individualized Code voucher, Agency should use the pre -approved Single Code voucher disclaimer paragraph above
and also add the following disclaimer at the beginning:
"Limited to one code per person. Can only be used by the first person who redeems the code. Non-
transferrable."
(f) Uber Account Required.
(i) Active Uber Rider Account Required. Agency acknowledges and agrees that before an individual can
activate an Uber Voucher for access to Uber Services under this Agreement, such proposed Agency User must have an
active Uber rider account for Uber Services ("Rider Account").
(ii) Violations. Agency acknowledges that certain proposed Agency Users may be suspended or banned
from use of Uber Services due to violating Uber's End User Terms or Community Guidelines, available at
https://www.uber.com/legal/community-guidelines (collectively, "Violations"), and that Uber is not obligated or liable to
a prospective Agency User that is unable to utilize an Agency -generated Uber Voucher due to Violations. If an Agency
User's Rider Account is suspended or terminated in accordance with the End User Terms, that Agency User's access to
Uber Vouchers shall also be immediately suspended.
(g) Restrictions. Agency agrees to use the Corporate Account, and Uber Vouchers, solely as stated in this 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 Uber Voucher, Uber Service, or Uber
App, except to the extent allowed by applicable law, (b) sublicense, lease, rent, sell, give, or otherwise transfer or provide
the Uber Service or Uber App to any unaffiliated third party, (c) modify or alter any Uber Voucher unless permitted under
this Agreement, or (d) otherwise impose any additional fees or charges on an Agency User related to their use of the Uber
Vouchers. Uber reserves all rights not granted to Agency or Agency Users under this Agreement.
10. Uber Voucher for Transit Agencies Usage.
(a) Uber Vouchers and the resulting discount codes may be used for personal purposes only by individuals that receive
an Uber Voucher via either a Single Code or an Individualized Code.
(b) Agency or Agency Users may not use or resell the Uber Vouchers and resulting discount codes in connection with
any marketing, advertising, promotional or other commercial activities, including, without limitation, via websites,
Internet advertisements, email, telemarketing, direct mail, newspaper and magazine advertisements, radio and television
broadcasts, or otherwise, authorized under the Transit Voucher Terms of this Agreement.
(c) Agency is responsible for lost, stolen, or misused Uber Vouchers and the resulting discount codes or Utilization
Charges assessed on Billing Statement.
(d) Uber reserves the right to close or suspend an Agency's or Agency User's account, to adjust balances and/or
request alternative forms of payment if Uber determines in its sole discretion that an Uber Voucher is or has been
fraudulently obtained or used.
(e) Uber may cease offering the Uber Vouchers for Transit Agencies program at any time and for any reason.
11. Intellectual Property
(a) License to Marks; Restrictions. The term "Uber Marks" shall mean the trademarks identified as Uber Marks
in Exhibit 2. The term "Agency Marks" shall mean the trademarks identified as Agency Marks in Exhibit 2. The term
"Territory" shall mean the territory identified in Exhibit 2.
(i) Uber hereby grants to Agency, solely during the Term and solely in the Territory, a limited, royalty -free, non-
exclusive, non -transferable, non -assignable license, without the right to sublicense, to use and display the Uber Marks
only as expressly permitted by Uber in each instance. All use of the Uber Marks by Agency will be in the form and format
approved by Uber, and Agency will not otherwise use or modify the Uber Marks without Uber's prior written consent. All
goodwill related to Agency's use of the Uber Marks shall inure solely to the benefit of Uber. The Uber Marks will at all
times remain the exclusive property of Uber. Except as stated in this Agreement, Uber does not, and shall not be deemed
to, grant Agency any license or rights under any intellectual property or other proprietary rights. All rights not granted in
this Agreement are reserved by Uber.
(ii) Agency hereby grants to Uber, solely during the Term and solely in the Territory, a limited, royalty -free, non-
exclusive, non -transferable, non -assignable license, without the right to sublicense, to use and display the Agency Marks
only as permitted by Agency in each instance. All use of the Agency Marks by Uber will be in the form and format approved
by Agency, and Uber will not otherwise use or modify the Agency Marks without Agency's prior written consent. All
goodwill related to Uber's use of the Agency Marks shall inure solely to the benefit of Agency. The Agency Marks will at
all times remain the exclusive property of Agency. Except as stated in this Agreement, Agency does not, and shall not be
deemed to, grant Uber any license or rights under any intellectual property or other proprietary rights. All rights not
granted in this Agreement are reserved by Agency.
(iii) Use of Uber Marks; Guidelines. Any use by Agency of Uber Marks shall be subject to Uber's prior written
approval, which shall be deemed granted with respect to such uses compliant with the Uber Trademark Usage Guidelines
available at https://developer.uber.com/docs/riders/guides/design-guidelines, as may be amended from time to time by
Uber in its sole discretion (the "Design Guidelines"). If Agency uses Uber Marks, Agency will comply with the Design
Guidelines, including without limitation, all additional directions given by Uber to Agency as to the content, colors, size,
"look and feel" and other elements of any and all representations of Uber's Marks. Uber reserves the right to immediately
suspend Agency's Corporate Account and suspend any or all access to Uber Vouchers by Agency Users if Uber, in its sole
discretion, determines at anytime during the Term that Agency breached any of its obligations under this Agreement with
respect to authorized usage of Uber Marks.
(b) No Development. EACH PARTY ACKNOWLEDGES AND AGREES THAT THERE SHALL BE NO DEVELOPMENT OF
TECHNOLOGY, CONTENT, MEDIA OR OTHER INTELLECTUAL PROPERTY BY EITHER PARTY FOR THE OTHER PARTY PURSUANT
TO THIS AGREEMENT. Any development activities relating to any technology, content, media or other intellectual property
must be the subject of a separate written agreement between Uber and Agency before the commencement of any such
activities.
(c) Inspection of Records. During the Term of the Agreement, Uber may request in writing that Agency provide
Uber all of Agency's relevant records, marketing materials, and communications (including but not limited to, email and
SMS messages that Agency, or any other third party sent to Agency Users in connection with an Uber Voucher) that
include the Uber Marks (collectively, the "Records"). Agency shall provide the Records to Uber within thirty (30)
calendar days of Uber's request for such documents. If Uber, in its sole discretion, determines that Agency has not met
its obligations under the Agreement with respect to authorized usage of Uber Marks, Uber may immediately suspend
Agency's Corporate Account and suspend any or all access to Uber Vouchers by Agency Users and take any additional
measures afforded to it by law or under the Agreement. Agency shall preserve all of the documents listed in this
paragraph for a period of at least two (2) years from the termination or expiration of the Agreement.
12. Confidentiality.
(a) Definition of Confidentiality. The term "Confidential Information" shall mean any confidential or proprietary
business, technical or financial information or materials of a party ("Disclosing Party") provided to the other party
("Receiving Party") in connection with the Agreement, whether orally or in physical form. 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.
(b) Restrictions. Receiving Party agrees that (a) it will use Confidential Information solely for the purposes
permitted under this Agreement and (b) it will not disclose the Confidential Information to any third party other than
Receiving Party's employees or agents 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
requests for disclosure of any Confidential Information of Disclosing Party, Receiving Party will, give Disclosing Party
written notice of such subpoena, order or request at least five (5) days before disclosure, and allow Disclosing Party to
assert any available defenses to disclosure.
(c) 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 the California Public
Records Act 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 ten (10) 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
release Uber's Confidential Information, it agrees to use any available authorities to redact personal or business
Confidential Information from such records to the extent permissible by applicable law and final judgment.
(d) Nonpublic Personal 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 in connection with this Agreement,
Agency shall immediately notify and return it to Uber (and shall cause its employees or agents 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 employees or agents to do so, nor (ii) enhance any database or any other files or other
media by using any Personal Data.
(e) Confidential Information Security. Receiving Party will protect the Disclosing Party's Confidential Information
in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in no event
using less than a reasonable standard of care.
13. Privacy and Data Security.
(a) Uber Data Restrictions. Uber's collection and use of Uber Personal Data, including information Uber obtains from
individuals to establish an Uber Rider Account, shall be treated by Uber in accordance with the Uber privacy statement,
available atwww.uber.com/legal/privacy, as may be updated by U ber from time to time. Uber agrees that Agency Personal
Data shall be used solely for the authentication, verification, and linking purposes described in this Agreement and for no
other purpose. Uber shall limit access to Agency Personal Data solely to Uber personnel who have a legitimate business
need to access such Agency Personal Data. Uber will not disclose Agency Personal Data to any third party unless expressly
authorized in writing by Agency, except for Uber service providers who have a legitimate business need to access Agency
Personal Data to carry out work solely on Uber's behalf and for no other purpose, and who are in each case bound by
privacy and security obligations regarding Agency Personal Data that are at least as restrictive as those contained herein.
(b) Security. Uber and Agency agree to implement and maintain appropriate technical, physical, and
organizational measures to protect the other's personal data against unauthorized or unlawful processing and against
unauthorized loss, destruction, damage, alteration, or disclosure, keeping in mind the nature of the information. In the
event of a data breach involving the other party's personal data, each party shall notify the other promptly after becoming
aware that the data breach involved the other party's personal data. Such notice shall include at least: (1) the nature of
the breach of security measures; (2) the types of potentially compromised personal data; (3) the duration and expected
consequences of the data breach; and (4) any mitigation or remediation measures taken or planned in response to the
data breach. Upon any such discovery, each party will (a) take all reasonable steps to investigate, remediate, and mitigate
the effects of the data breach, and (b) provide the other with assurances that such data breach will not recur.
14. Contract Amendment. All changes to the Agreement shall be made in writing through an amendment by mutual
agreement. No oral statement or other conduct by either party shall change or modify the Agreement. The Agency may
perform an analysis of cost, price or schedule to determine the reasonableness of the proposed change to the Agreement
and if Agency is unsatisfied with the proposed change, Agency's sole remedy is to terminate the Agreement and pay Uber
for all remaining invoiced amounts.
15. Insurance. Uber agrees to maintain the following insurance coverage with an A.M. Best financial rating of "A-" or
better:
(a) Commercial General Liability (including contractual liability, personal and advertising injury and products and
completed operations) with a limit of two million dollars (US$2,000,000) per occurrence and four million dollars
(US$4,000,000) in the aggregate for bodily injury and property damage.
(b) Workers Compensation Statutory (for all states of operation) including Employer's Liability with limits of not
less than one million dollars (US$1,000,000).
(c) 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 single limit.
(d) The insurance obligations stated here are in addition to those that may be required of Transportation Network
Companies by applicable law in Agency's jurisdiction.
(e) Upon Agency's reasonable request from time to time, Uber shall furnish Agency with a certificate of insurance
showing coverage as set forth herein. Agency and its elected and appointed officials, officers, employees and agents shall
be covered as an additional insured on the auto and general liability policies.
16. Warranties; Disclaimer; Ownership.
(a) Mutual Warranties. Each party hereby represents and warrants that (a) it has full power and authority to
enter into this Agreement and perform its obligations hereunder, (b) such party's acceptance of this Agreement, as well
as such party's performance of the obligations set forth in this Agreement, does not and will not violate any other
agreement to which such party is a party, (c) it is duly organized, validly existing and in good standing under the laws of
thejurisdiction of its origin, (d) it shall comply with all applicable laws and regulations applicable to the performance of its
obligations hereunder, and (e) such party's Marks as provided by such party pursuant to this Agreement and used in
accordance herewith will not infringe or otherwise violate the intellectual property rights, rights of publicity or other
proprietary rights of any third party.
(b) Agency Warranties. Agency represents and warrants that: (a) as it relates to Agency's activities involving the
Uber Vouchers, including but not limited to the Programs, and the marketing, promotion and any other form of
communications regarding the Uber Vouchers, Agency will comply with the Design and Marketing Guidelines and all
applicable law (including, without limitation, CAN-SPAM and TCPA); (b) Agency is responsible for the full cost of all Uber
Vouchers used, whether Single Codes or Individualized Codes, and whether or not used as intended by Agency Users or
others; and (c) Agency will comply with Uber's Terms of Use and Community Guidelines and other applicable terms and
policies, including but not limited to not engaging in the following prohibited behaviors and uses: (i) using Uber to commit
a crime, (ii) riders carrying firearms, and (iii) using Uber to facilitate nuisance, annoyance, inconvenience, property
damage, or violations of state or federal law or regulation. Agency further represents and warrants that Agency has
obtained or will obtain rights, permission and legally adequate consent from Agency Users before any Uber Vouchers are
issued: (a) to receive SMS messages and other communications from Uber in connection with Uber Vouchers and the Uber
Service; and (b) for Uber to provide Agency with detailed trip information for the Uber Voucher that an Agency User has
charged to Agency's program.
(c) Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, UBER PROVIDES THE UBER SERVICE, UBER APP AND
UBER VOUCHERS "AS IS" AND WITHOUT WARRANTY. UBER DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN
THE UBER SERVICE, UBER APP AND UBER VOUCHERS WILL MEET AGENCY'S REQUIREMENTS OR THAT THE OPERATION OF
THE UBER SERVICE, UBER APP, OR UBER VOUCHERS WILL BE UNINTERRUPTED OR ERROR FREE. UBER HEREBY DISCLAIMS
ALL OTHER WARRANTIES WITH RESPECT TO THIS AGREEMENT, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT
LIMITATION, (A) ANY IMPLIED OR STATUTORY WARRANTIES COVERING THE UBER SERVICE, THE UBER APP, OR UBER
VOUCHERS, 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 SYSTEM THAT
ENABLES ACCESS TO REQUEST ON -DEMAND GROUND TRANSPORTATION AND LOGISTICS SERVICES PROVIDED BY
INDEPENDENT THIRD -PARTY PROVIDERS. UBER IS NOT A TRANSPORTATION OR LOGISTICS PROVIDER. UBER DOES NOT
GUARANTEE AVAILABILITY OF TRANSPORTATION OR LOGISTICS SERVICES, ON -TIME ARRIVALS OR DEPARTURES THEREOF,
OR ANY OTHER SERVICES LEVELS RELATED TO INDEPENDENT TRANSPORTATION OR LOGISTICS PROVIDERS THAT MAY BE
OBTAINED VIA THE UBER SERVICE.
(d) Ownership. Agency agrees that Uber and its Affiliates are and shall remain the owners of all right, title and
interest in and to the Uber Service, Uber App, including any updates, enhancements and new versions thereof, all data
related to the use of the Uber Services, and all related documentation and materials provided or made available to Agency
or any proposed Agency User or Agency User in connection with this Agreement. All rights not expressly granted are
withheld.
17. Indemnification.
(a) Each party ("Indemnifying Party") will indemnify, defend and hold harmless the other party ("Indemnified
Party"), its directors, elected officials, officers, employees, agents, successors and assigns against all claims, damages,
losses and expenses (including reasonable outside attorney fees) with respect to any third -party claim arising out of or
related to: (a) a breach (or claim that, if true, would be a breach) of any of the Indemnifying Party's representations or
warranties in this Agreement, or (b) the infringement of a third party's intellectual property rights by the Indemnifying
Party's Marks, but only if such Marks have been used by the Indemnified Party in the manner authorized under this
Agreement.
(b) Additionally, Agency, as an Indemnifying Party, will indemnify, defend and hold harmless Uber, as an
Indemnified Party, its Affiliates and their respective directors, officers, employees, agents, successors and assigns against
all claims, damages, losses and expenses (including reasonable outside attorney fees) with respect to any third -party claim
arising out of or related to Agency's use and distribution of the Uber Vouchers, including but not limited to Agency's
marketing, advertising, promoting, communicating, or delivering the Uber Voucher to Agency Users in any manner in any
media. This means that if Agency Users are unable to redeem their Single or Individualized Codes because the funds
attributable to such Codes have already been used, Agency shall indemnify Uber for any claims made by such Agency
Users.
(c) 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
Indemnifying Party's expense.
18. Limits of Liability. OTHER THAN EITHER PARTY'S INDEMNIFICATION OBLIGATIONS OR OBLIGATIONS WITH
RESPECT TO A BREACH OF CONFIDENTIALITY, (A) IN NO EVENT SHALL UBER OR AGENCY BE LIABLE 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 THIS 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) IN NO EVENT SHALL EITHER PARTY BE LIABLE UNDER THIS AGREEMENT FOR
ANY DIRECT DAMAGES IN AN AMOUNT EXCEEDING ONE HUNDRED THOUSAND DOLLARS ($100,000).
19. Conflicts of Interest and Non -Competitive Practices
(a) Conflict of Interest. By entering into this Agreement, Uber acknowledges and agrees that it has no direct or
indirect pecuniary or proprietary interest, and that it shall not acquire any such interest, that conflicts in any manner or
degree with its obligations under this Agreement. Uber shall not employ any person or agent having any conflict of
interest. If Uber becomes aware that it or its agents, employees, or officers acquires such a conflict of interest, it shall
immediately disclose such conflict to Agency.
(b) Contingent Fees and Gratuities. By entering into this Agreement to perform Work, Uber acknowledges and
agrees that:
(i) No persons, except as designated by Uber, shall be employed or retained to solicit or secure this Agreement
with an agreement or understanding that a commission, percentage, brokerage, or contingent fee would be paid.
(ii) No gratuities, in the form of entertainment, gifts or otherwise, were offered or given by Uber or any of its
officers, agents, employees or representatives, to any official, member or employee of Agency or other governmental
agency with a view toward securing this Agreement or securing favorable treatment with respect to the awarding or
amending, or the making of any determination with respect to the performance of this Agreement.
(c) Disclosure of Current and Former Agency Employees -To avoid any actual or potential conflict of interest or
unethical conduct:
(i) Agency employees or former Agency employees are prohibited from assisting with the preparation of
proposals or contracting with, influencing, advocating, advising or consulting with a third party, including Uber, while
employed by Agency or within one (1) year after leaving Agency employment if he/she participated in determining the
Work to be done or processes to be followed while an Agency employee.
(ii) At the time of offer, Uber shall identify current or former Agency employees involved in the preparation of
proposals or the anticipated Uber obligations under the Agreement. Failure to identify current or former Agency
employees involved in this Agreement may result in termination of this Agreement.
(iii) Uber is responsible for notifying Agency's project manager of current or former Agency employees who may
become involved in the Agreement any time during the term of the Agreement.
20. Nondiscrimination. During the term of this agreement, Uber shall comply with all applicable federal, state and
local laws, ordinances, executive orders and regulations that prohibit discrimination.
(a) Equal Employment Opportunity Efforts. Uber will undertake equal employment opportunity efforts required by
applicable federal, state, or local law to ensure that all employees and applicants are treated without regard to their sex,
race, color, marital status, national origin, religious affiliation, disability, sexual orientation, gender identity or expression,
or age. As between Uber and Agency, "equal employment opportunity efforts" shall mean active efforts required by
applicable federal, state, or local law to ensure equal opportunity in employment that is free from unlawful discrimination.
(b) Equal Benefits to Employees with Domestic Partners. Uber shall not discriminate in the provision of employee
benefits between employees with spouses and employees with domestic partners during the performance of this
Agreement.
(c) Disability. Uber will make commercially reasonable efforts to support Agency's obligations under Title II of the
Americans with Disabilities Act and section 504 of the Rehabilitation Act of 1973 to ensure that individuals with disabilities
are not excluded from, denied the benefits of, or subject to discrimination in the activities carried out under this
Agreement. Additional information on Accessibility at Uber is available at https://accessibility.uber.com/.
(d) Accessible Web Content. The Uber Rider app is certified accessible under the Web Content Accessibility
Guidelines 2.0 Level AA Success Criteria (WCAG 2.0). Additional information on Uber's Accessibility Certification is available
at https://accessibility.uber.com/uber-app-accessibility-certification/.
21. General.
(a) Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State
of California without regard to its choice or conflict of laws provision, and Agency hereby consents to personal and
exclusive jurisdiction and venue in the State Courts for the County of San Francisco, California or the United States District
Court for the Northern District of California in the event of any litigation between the parties related to this Agreement.
(b) Notices. All notices, requests and approvals required by this Agreement will be in writing and
addressed/directed to a party at the address and facsimile (or other electronic method) set forth below, or at such other
address of which the notifying party hereafter receives notice in conformity with this section. All such notices, requests,
and approvals will be deemed given upon the earlier of receipt of facsimile (or other electronic) transmission during the
normal business day or actual receipt thereof. All such notices, requests and approvals will be addressed to the attention
of:
If to Uber: Uber Technologies Inc.
1515 3rd Street
San Francisco, CA 94158
Attention: Legal -Transactions
Email: transit-legal-us@uber.com
If to Agency: The City of West Covina
1444 W Garvey Ave S
West Covina, CA 91790
Attention: Kelly McDonald
Email: kmcdonald@westcovina.ore
(c) Survival. Accrued and outstanding payment obligations shall survive the expiration or termination of this
Agreement.
(d) Force Majeure. 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, hurricane, earthquakes, other natural
disasters, 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 -performing party.
(e) Severability. If any provision or provisions of this Agreement shall be held to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or
impaired thereby.
(f) Assignment. This 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 this Agreement without such
consent, but with notice to Uber, in connection with a merger or a sale of all of the equity or assets of either party.
Notwithstanding the foregoing, Uber may assign this Agreement to an Affiliate without the prior written consent of
Agency. Subject to the foregoing, this Agreement shall be binding upon all successors and assigns of a party.
(g) Attorney's Fees. In any litigation between the parties, the prevailing party shall be entitled to reasonable
attorney fees and all costs of proceedings incurred in enforcing this Agreement.
(h) Headings. Section headings are for convenience only and shall not be considered in the interpretation of this
Agreement.
(i) 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.
22. Definitions. The following terms, as may be used in the Agreement, shall have the meanings set forth below:
(a) "Active Account" means an account of an Agency Uber that has: (i) been installed or accessed through the
Uber App on a compatible mobile device, (ii) registered for and maintained during the Term an active personal user
account for the Uber Service, which registration requires the entry of certain personally identifiable information and a
personal credit card number, and (iii) confirmed the mobile number provided during the Uber App registration process.
(b) "Affiliate" means an entity that, directly or indirectly, controls, is under the control of, or is under common
control with a party, where control means having more than fifty percent (50%) of the voting stock or other ownership
interest, the majority of the voting rights of such entity, the ability of such entity to ensure that the activities and business
of that Affiliate are conducted in accordance with the wishes of that entity or the right to receive the majority of the
income of that Affiliate on any distribution by it of all of its income or the majority of its assets on a winding up
(c) "Agency Personal Data" means Linking Data provided in connection with this Agreement, excluding any such
information provided by individual Uber account holders.
(d) "Agency User" shall mean an individual that receives one or more Uber Vouchers.
(e) "End User Terms" shall mean the terms and conditions applicable to all users of the Uber Service, available
atwww.uber.com/legal as maybe updated by Uber from time to time.
(f) "Federal Appropriated Funds" means assistance from a Federal executive agency that non -Federal entities
receive or administer in the form of grants, loans, contracts, loan guarantees, property, cooperative agreements, direct
appropriations, or other arrangement by which a Federal agency provides or otherwise makes available direct assistance,
but does not include a tax credit, deduction, or exemption.
(g) "Personal Data" means any information Agency obtains from Uber in connection with this Agreement that
can reasonably be used to identify an individual, including but not limited to an individual's name together with: (a) request
time and date, (b) drop-off time and date, (c) pick-up and drop-off address, (d) trip route, (e) distance, (f) duration, (g) fare
amount, (h) service type, (i) trip ID, (j) expense memo, or (k) any other data that may otherwise be considered personal
data.
(h) "Program" means an event or series of events for which Agency wants to provide Agency Users with an Uber
Voucher in order to travel to or from the event using Uber Services.
(i) "Redemption Value" shall mean the maximum amount for which an Uber Voucher, whether issued under a
Single Code or an Individualized Code, may be utilized by an Agency User to receive a discount on Uber Services under this
Agreement.
(j) "Uber App" shall mean Uber's mobile application or mobile website (m.uber.com) required for use of the
Uber Service, as may be updated by Uber from time to time.
(k) "Uber Rider" means any person who applied to receive Uber Services, or otherwise provided personal
information to Uber or its agents or any other entity for purposes of obtaining Uber Services. An individual is considered
an Uber Rider regardless of whether that person ultimately purchases any services from Uber.
(1) "Uber Personal Data" means any information Uber provides to Agency in connection with this Agreement
relating to an identified or identifiable individual or that can reasonably be used to identify an individual, or that may
otherwise be considered "Personal Data" under applicable law. For the avoidance of doubt, "Dashboard Data" shall
constitute Uber Personal Data.
(m) "Uber Services" or "Services" shall mean Uber's technology systems that, when used in conjunction with the
Uber App, enables users to request on -demand ground transportation from independent third -party transportation
providers.
(n) "Uber Voucher" means a discount code generated and paid for by Agency that, when validly applied, allows
an individual with an Active Account to receive a partial or full payment of Utilization Charges for Uber Services up to the
amount of the applicable Redemption Value, subject to (i) any utilization requirements and limitations established by
Agency, (ii) the terms of this Agreement, and (iii) other restrictions and limitations as Uber may determine from time to
time that are generally applicable to all discount codes generated by Uber.
(o) "Utilization Amount" means the exact dollar amount of an Uber Voucher an Agency User utilized to access
Uber Services.
IN WITNESS WHEREOF, Uber and Agency have caused this Agreement to be executed by their duly authorized
representatives effective as of the last signature date written below.
UBER TECHNOLOGIES, INC. THE CITY OF WEST COVINA
By:
Name:
Title:
Date:
By:
Name:
Title:
Date:
EXHIBIT 1
Scope of Work
Name of program
Move WC
Location of services
West Covina, CA
Background / Purpose
6 month pilot program to supplement existing Dial -A -Ride program. Participation
limited. Pilot participants previously identified.
Scope / Objective
To provide vouchers that may be redeemed on only UberX trips. Vouchers may be
redeemed on up to 4 rides per day;
Program budget
$100,000
Deliverables
Program start date
June 15, 2022
Period of performance
6 months from start date
Products
[ X] Uber Vouchers
Geographic restrictions
Please note for 0geograpin'c
restrictions the agency should
be prepared to provide Uber
with a shapefile in KML or
GeojSONformat.
Service area — Within City limit for all rides, excluding medical appointments — Kaiser
Permanente Baldwin Park, Emanate Health Covina
Days of operation
Operating hours: 24/7 for app users and restricted to call center hours for call -ins, unless
booked in advance
Hours of operation
Operating hours: 24/7 for app users and restricted to call center hours for call -ins, unless
booked in advance
Subsidy level per trip
100% of costs above $1 fare paid by the rider.
Agency Fare
$1 per ride
Subsidy allowance per person
Subsidy redeemable on up to 4 rides per day
Program distribution
[ X] Email from agency
[ ] Email from Uber
[ ] Agency website or blog post
[ ] Uber website or blog post
[ ] Agency print media at eligible transit stops
[ ] Physical mailer
[ ] Special Eligibility Requirements (go to next section)
❑ Other:
Reporting
Data reporting
[ X] Ober Dashboard Access
[ X] Per Trip
[ X] Date
[ X] Trip origin & destination to information
[ X] ATA
[ X] Trip distance
[ X] Trip duration
[ ] Other: Other General FTA reporting requirements
Monthly Invoice
[ X] Total trips
[X] Missed trips (i.e.,requested but not fulfilled)
❑ Other:
Exhibit 2
Trademarks and Territory
Uber Marks
Trademark
Description
Territory
UBER
Word mark
United States
Rider Logo
United States
Uber
Agency Marks
Trade mazk
Description
Temto
West Covina
Word mark
United States
Logo
United States
ATTACHMENT NO.2
UBER CENTRAL AGREEMENT
This Uber Central Agreement (the "Agreement") is entered into as of the last signature date set forth below ("Effective
Date") by and between UBER TECHNOLOGIES, INC., located at 1515 3rd Street, San Francisco, CA 94158 ("Uber")
and CITY OF WEST COVINA, located at 1444 W. Garvey Ave. S., West Covina, CA 91790 ("Entity").
This Agreement sets forth the terms for establishing Entity's Uber Central account ("Account"), its access to the Uber
Dashboard, and for other activities required for Entity to utilize the Account. Entity agrees to work with Uber to establish
an Account pursuant to: (1) the Uber for Business Dashboard terms and conditions available at
hftps://Www.uber.com/iegal/business/dashboard/en-US/ (the "Dashboard Terms"), except Section 9.2(i) of such
Dashboard Terms, as may be updated from time to time; and (2) the Uber for Business Product Addendum - Central
available at hftps://www.uber.com/legal/business/ubercentral/en-US/, which will govern the Account functionality
related to Uber Central. Uber and Entity agree that the following terms of the Product Addendum shall not apply to this
Agreement: Section 3 Uber Connect Terms, Section 4.1(a) Services Fees and User Charges, and Section 7.2
warranties concerning food health and safety. The Dashboard Terms and the Product Addendum shall collectively be
referred to as the "U413 Terms". Capitalized terms that are not defined herein shall have the meaning ascribed to them
in the U413 Terms. In the event of a conflict between this Agreement and the U413 Terms, this Agreement shall prevail.
In addition to the rights and obligations set out in the U413 Terms, Uber and Entity hereby agree to the following elements
in connection with the administration and utilization of Uber Central:
Section 1. Uber Central Program Details:
Collaborative Goals
1. Cost Savings - decrease overall Entity spend on ground transportation solutions by
utilizing Uber and shifting applicable category spend to Uber
2. Operations - Improve the convenience and cost-effectiveness of transportation offered to
Entity users by using Uber Central to request rides
3. Customer Experience - Enable Entity to offer new customer experiences, benefits and
programs.
Collaborative
Entity will work in good faith to meet the following goals; provided, however, if Entity does not
Targets
meet the following goals it will not be deemed a breach of this Agreement:
1. Launch Date — August 1, 2022
2. Annual Spend Target — $50,000 through the end of 2022, $100,000 per year thereafter
3. Active Location Target — Within West Covina City limits or within three (3) miles of West
Covina City limits if ride is for medical reasons.
Uber Central
Uber will provide the following in connection with the Uber for Business relationship:
Enterprise Services
1. Policy Support
a. Uber agrees to work directly with Entity's team on adapting Entity policies to
include Uber as a preferred option for ground transportation.
2. Enhanced User Experience
a. Access to centralized dispatch dashboard (central.uber.com)
b. In -ride visibility (as available)
c. 24/7, Global Support
3. Custom Onboarding & Education
a. Uber agrees to work with Entity on creating and executing an implementation
plan to onboard and educate riders about Uber Central.
b. Uber agrees to create marketing materials to support Uber Central program
success, if needed.
c. Dedicated onboarding specialist assigned to Entity.
4. Access to use the Uber Central Platform
a. Detailed In -Dashboard data - rich trip data on all Entity Uber rides.
b. User administration - quickly add or remove authorized users to your Entity
account.
c. Monthly Billing — bill projects and events by the month.
d. Trio Search — ability to filter and manage trips from within the company
dashboard.
e. Detailed Reporting — enhanced detailed reporting and strategy reports.
f. Preferred partner - early access to all new Uber Central features.
g. Lifetime Trip History — access to a lifetime view of Entity Uber business trips.
h. Data export — export trips from the dashboard via CSV.
Insurance
Each party agrees to maintain the following insurance coverage during the term of this Agreement:
1. Commercial General Liability (including contractual liability, personal and advertising
injury and products and completed operations) with limits of not less than two million dollars
(US$2,000,000) per occurrence and four million dollars (US$4,000,000) in the aggregate for
bodily injury and property damage.
2. Workers Compensation Statutory (for all states of operation) including Employer's Liability
with limits of not less than one million dollars (US$1,000,000).
3. Commercial Auto Liability insurance for all owned, hired and non -owned vehicles for
bodily injury, including death and property damage with limits of not less than one million dollars
(US$1,000,000) each accident combined single limit.
Marketing
Subject to Entity's prior review and approval, Entity hereby grants Uber a worldwide, irrevocable,
non -transferable, royalty -free license to use Entity's name and logo identifying Entity as an Uber
Central client. Subject to Entity's prior consent, which shall not be unreasonably withheld,
conditioned or delayed, Uber may elect to identify Entity in future publications.
Term
The Term shall commence on the Effective Date and continue through six (6) months (the "Initial
Term"), with the option to extend the Agreement for one (1) year renewal periods thereafter upon
written agreement of the parties (each a "Renewal Term" and collectively with the Initial Term, the
"Term"). The total Term shall not exceed five (5) years. Either party may terminate this Agreement
by providing the other party with written notice at least thirty (30) calendar days before expiration
of the Initial Term or any Renewal Term.
[Signature Page to follow]
The Agreement, in its entirety, consists of this Agreement and the U413 Terms referenced herein and incorporated into
this Agreement. An authorized representative of each party has caused this Agreement to be duly executed as of the
Effective Date.
UBER TECHNOLOGIES, INC. ENTITY
By: By:
Name: Name:
Title: Title:
Date: Date:
Sample t ber and Lyft Ride Rates
ATTACHMENT NO.3
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