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HomeMy WebLinkAboutAgreement & Conflict Disclosure Form - Rides2U AGREEMENT FOR SERVICES BY AND BETWEEN THE CITY OF SOUTH BEND, INDIANA AND RIDES2U, INC. THIS AGREEMENT is made effective the 1st day of August, 2026 by and between the City of South Bend, Indiana (the “City”), a municipal corporation organized and operating under the laws of the State of Indiana, acting by and through its Department of Innovation & Technology (the “Department”) and by Rides2U, Inc, (the "Provider"), and each a “Party” and together the “Parties”. RECITALS WHEREAS, The City seeks to provide subsidized transportation benefits to eligible participants through its Commuters Trust program using the Rides2U rideshare platform; and WHEREAS, Rides2U offers a rideshare platform for the distribution of subsidized transportation benefits to eligible participants; and NOW THEREFORE, for and in consideration of the mutual covenants and promises contained herein, the City and Provider hereby agree as follows: Section 1. Duties of the Provider. The Provider shall provide the services (the “Services”) which are more particularly described at Exhibit "A" attached hereto and incorporated herein. If any conflict between this Agreement and Exhibit A exists, the terms of this Agreement shall control. The Provider certifies that it has sufficient experience and expertise to complete the Services and shall execute its responsibilities by following and applying the highest professional and technical guidelines and standards of care for projects of similar design and complexity at all times. Nothing in this Agreement shall preclude the Provider from performing work for other entities or individuals. However, the Provider agrees not to engage in any activity that is detrimental to the City’s business interests, creates a conflict of interest with the City, or otherwise interferes with the Provider’s provision of the Services. The Provider understands and agrees that it shall not commence any additional work or change the scope of the Services provided unless authorized in writing by the City. No claim for additional compensation shall be made by Provider in the absence of prior written approval of the Parties. Section 2. Consideration. In exchange for the Provider’s performance of the Services, and subject to the terms and conditions of this Agreement, the City will pay the Provider a total sum not to exceed Twenty Eight Thousand Dollars ($28,000) (the “Contract Amount”). The City will pay the Contract Amount in installments within thirty (30) days of an undisputed invoice from the Provider (each a “Contract Installment”), as set forth in Exhibit A. The City will not be required to pay any Contract Installment if the City is not reasonably satisfied with the Provider’s performance under this Agreement or any material default or material breach of this Agreement by the Provider exists, as the City may determine in its sole discretion within the duty of reasonableness, good faith, or fair dealing. The sum of all Contract Installments will not exceed the Contract Amount, and the Provider will not incur or seek reimbursement for any expenses in excess of the Contract Amount. Section 3. Provider Use of Generative AI. Provider must disclose the extent to which any Generative Artificial Intelligence (“AI”) technology was used in providing the deliverables set forth in Exhibit A and which technology was used. Any deliverables or work product created in part by Generative AI shall be reviewed by a human being prior to submission to the City as finished work product. Failure to do so, including, but not limited to, correction of any mistakes in work product caused by Generative AI, shall be considered a performance deficiency pursuant to the terms of this Agreement. Provider shall not rely solely on Generative AI for any decision making required as part of the Services. Any disclosure required by this section shall be included in the Provider’s invoice. Providers shall not input any non-public City information into any Generative AI technology. Generative AI technology shall not be used to generate images, art, or video. Section 4. Term and Renewal Option. This Agreement shall be effective commencing on the Effective Date and shall end on the date when the Provider has completed the Services, expected to be no later than August 1, 2028. The Parties agree that this Agreement may be extended by mutual agreement of the Parties. Section 5. Assignment; Successors. The Provider shall not assign or subcontract the whole or any part of this Agreement to any other person or entity without the prior written consent of the City. Provider shall ensure that any assignee or subcontractor will comply with the terms hereof and shall be responsible for such compliance. Said provisions notwithstanding, Provider’s use of independent contractor drivers to perform the Services will not require prior written consent of the City pursuant to this Section. Section 6. Relationship/Independent Contractor. Both Parties, in the performance of this Agreement, shall act in an individual capacity and not as agents, employees, partners, joint venturers or associates of one another. The employee(s) or agent(s) of one Party shall not be deemed or construed to be the employee(s) or agent(s) of the other Party for any purpose whatsoever. Neither Party will assume liability for any injury (including death) to any person(s), or damage to any property, arising out of the acts or omissions of the agents, employees or subcontractors of the other Party. This Agreement is strictly for the benefit of the Parties and not for any third party or person. Provider is solely responsible for compliance with federal, state and local laws and regulations relating to taxes and social security payments that may be required to be made in connection with the compensation provided under this Agreement. The City, however, may file informational returns with the United States Internal Revenue Service or similar state agency regarding payment made to Provider in accordance with this Agreement under conditions imposed by federal, state or local laws applicable to such payment. The City shall provide IRS Form 1099, if applicable. Section 7. Confidentiality; Cybersecurity. The Provider acknowledges that information which the City regards as confidential or proprietary in nature (the “Information”), may come to the knowledge of the Provider during the Provider’s performance of services. The Provider shall treat the Information as strictly confidential and agrees that the Provider will not, at any time or in any manner, either directly or indirectly, (i) use, or allowed to be used, any Information for the Provider’s own benefit or the benefit of any director, official, employee, or agent or any third party, or (ii) divulge, disclose, or communicate in any manner any Information to any third party without the written consent of the City. The Provider shall be responsible for maintaining the confidentiality of any Information in its possession, including taking appropriate measures to secure said Information against such uses and dissemination and to inform any person to which he allows to access such information of its confidentiality. Notwithstanding anything to the contrary contained in this Agreement, the Parties will adhere to their respective obligations under the Indiana Access to Public Records Act, and nothing herein will be construed to relieve either Party of such obligations. The confidentiality provisions of this Agreement remain in full force and effect after, and survive the termination of, the Term of this Agreement. Section 8. Indemnification; Responsibility for Own Acts. The Provider shall be responsible for its own acts and omissions and hereby agrees to defend, indemnify, and hold harmless the City, its officials, members, employees, and agents from any and all claims of any nature which arise from negligent acts or willful misconduct by the Provider in providing the Services under this Agreement and from all costs and attorney fees in connection therewith, excepting for claims pertaining to this Agreement that arise out of the negligence or intentional acts of the City, its officials, members, employees, and agents. The indemnification obligations of the Parties under this Section shall survive the termination of this Agreement. Furthermore, the Provider shall, at its expense, conduct criminal background checks with respect to any of its employees, agents, volunteers, interns, or subcontractors of Provider, prior to entrusting such persons to perform work in connection with the Services. Such checks shall include convictions involving any violent crimes, sex crimes, or crimes of dishonesty. Unless the City provides prior written consent, Provider shall refrain entirely from entrusting persons with materially adverse criminal records to perform work in connection with the Services. Section 9. Funding Cancellation and Payments. In accordance with I.C. 6-1.1-18-4, payments by the City are subject to annual appropriation by its fiscal body. If the City makes a written determination that funds are not appropriated or otherwise available to support continued performance of this Agreement, this Agreement shall be cancelled. A determination by the City that funds are not appropriated or otherwise available to support continuation of the performance shall be final and conclusive. Section 10. Termination. This Agreement may be terminated by either Party at any time, in whole or in part, if a Party determines that such termination is in its best interest. Termination shall be affected by delivery to the Provider, or the City, as the case may be, of written notice at least thirty (30) days prior to the termination effective date, specifying the extent to which performance of services will or must cease. The Provider shall be compensated for satisfactory performance prior to the notice date of termination but in no case shall total payment made to Provider exceed the original consideration set forth in the Agreement. The City will not be required to pay any Contract Installment or be otherwise liable for any cost associated with the Provider’s performance of any Services after the date on which Services are required to cease pursuant to any Notice of Termination. Section 11. Counterparts. This Agreement may be executed in counterparts, all of which shall be deemed originals. Section 12. Performance. Provider shall strive to ensure that its performance under this Agreement complies with the expectations identified in the Scope of Services. The City may, at any time, provide written notice to Provider of any concern regarding Provider’s performance under the Scope of Services. If any such notice is delivered to Provider, Provider shall take reasonable steps to perform under the Scope of Services. Section 13. Remedies for Breach of Contract. The Provider’s failure to complete the Services in accordance with this Agreement will be considered a material breach. In the event of any breach of this Agreement by the Provider, the City may suspend all payments to the Provider and may pursue any and all remedies available at law or in equity. The Provider shall repay to the City any portion of the Contract Amount expended for matters not within the scope of the Services. Section 14. Governing Law; Jurisdiction; Compliance with Laws. This Agreement shall be construed and interpreted according to the laws of the State of Indiana without regard to conflicts of laws statutes. Any dispute arising under the terms of this Agreement shall be filed in any court of competent jurisdiction in St. Joseph County, Indiana. The Provider agrees to comply with, and shall cause any subcontractor hereunder to comply with, all applicable federal, state and local laws, rules, regulations and ordinances, and all provisions required thereby are hereby incorporated herein by reference. Provider shall comply with federal, state and local law in its hiring and employment practices and policies for any activity covered by this Agreement. Further, the City shall not be required to pay for Services that are inconsistent with or in violation of this Agreement nor for any Services performed in violation of federal, state or local statute, ordinance, rule or regulation Section 15. Notices. Any notice required or permitted to be delivered hereunder shall be deemed to be delivered when deposited in the United States Postal Service, postage prepaid, registered or certified mail, return receipt requested, addressed to the City or the Provider, as the case may be, at the address set forth below. Provider: Rides2U, Inc. 510 South Main Street Suite 105 South Bend, Indiana 46601 Attn: Chad Mastagh City: Department of Innovation and Technology (TRC) City of South Bend 215 S. Dr. Martin Luther King Jr. Blvd. South Bend, IN 46601 Attn: Patrick McGuire Section 16. Non-Collusion and Acceptance. The undersigned attests, subject to the penalties for perjury, that it is the Provider, that it has not, nor has any assignee or subcontractor, directly or indirectly, to the best of its knowledge after due inquiry, entered into or offered to enter into any combination, collusion or agreement to receive or pay, and that neither he nor any assignee or subcontractor hereunder has received or paid, any sum of money or other consideration for the execution of this Agreement other than that which appears upon the fact of this Agreement. Section 17. E-Verify. The Provider affirms under the penalties of perjury that it does not knowingly employ any person not legally entitled to work in the United States. The Provider shall enroll in and verify the work eligibility status of all its newly hired employees, if any, through the E-Verify program as defined in IC 22-5-1.7-3. The Provider shall not knowingly employ or contract with any person who is not legally entitled to work in the United States. The Provider shall not retain an employee or contract with a person that the Provider subsequently learns is not legally entitled to work in the United States. The Provider is not required to participate in the E-Verify program should the E-Verify program cease to exist. Additionally, the Provider is not required to participate if the Provider is self-employed and does not employ any employees. The City may terminate for default if the Provider fails to cure a breach of this provision no later than thirty (30) days after being notified by the City. Section 18. Minority and Women’s Enterprise Diversity Development. Persons, partnerships, corporations, associations, or joint venturers awarded a contract by the City of South Bend through its agencies, boards, or commissions shall not discriminate against any employee or applicant for employment in the performance of a City contract with respect to hire, tenure, terms, conditions, or privileges of employment, or any matter directly or indirectly related to employment because of race, sex, religion, color, national origin, ancestry, age, or disability that does not affect that person's ability to perform the work. Section 19. Non-Discrimination. The City of South Bend is committed to ensuring equality of opportunity and does not exclude, deny the benefit of, or otherwise subject any person to discrimination in any City program, service or activity on the basis of race, color, national origin, sex, age, disability, or any other protected characteristic. The Provider agrees to comply with and to act consistently with this policy in the performance of the Provider’s duties. Section 20. Drug-Free Workplace. The Provider hereby agrees to make a good faith effort to provide and maintain a drug-free workplace. The Provider will give written notice to the City within ten (10) days after receiving actual notice that the Provider or any assignee or subcontractor has been convicted of a criminal drug violation occurring in the workplace. Section 21. Severability. In the event any portion of this Agreement shall be held illegal, void, or ineffective, the remaining portions hereof shall remain in full force and effect. If any of the terms or conditions of this Agreement are in conflict with any applicable statute or rule of law, then such terms and conditions shall be deemed inoperative to the extent that they may conflict therewith and shall be deemed to be modified to conform to such law. Section 22. No Waiver. No failure or delay on the part of either Party in exercising any right under this Agreement will operate as a waiver of, or impair, any such right. No single or partial exercise of any such right will preclude any other or further exercise thereof or the exercise of any other right. No waiver of any such right will have effect unless given in a written document signed by the Party waiving such right. No waiver of any right will be deemed a waiver of any other right hereunder. Section 23. Force Majeure. The Provider shall not be responsible for any failure or delay in the performance of any obligation hereunder, if such failure or delay is due to a cause beyond the Provider’s reasonable control, including, but not limited to acts of God, nature, or government. Section 24. Entire Agreement; Amendment. This Agreement sets forth the entire agreement and understanding between the Parties as to the subject matter hereof, and merges and supersedes all prior discussions, agreements, and understanding of any and every nature between them. This Agreement may be amended only by separate writing, signed by authorized representatives of both the Provider and the City. IN WITNESS WHEREOF, the Parties hereto, through their duly authorized representatives, have caused this Agreement to be executed as of the day and year first written above. The Parties have read and understand the foregoing terms of this Agreement and do, by their respective signatures hereby agree to its terms. RIDES2U, INC. ________________________ By: Date: CITY OF SOUTH BEND, INDIANA __________________________________ By: Date: EXHIBIT A PROGRAM SCOPE OF SERVICES 1. Program Term: This Agreement covers Commuters Trust benefit periods between August 1, 2026 and August 1, 2028. Codes will only be valid for rides taken during the Program Term. Unused rides expire automatically at the end of the Program Term. 2. Discount Codes: Rides2U will issue to The City forty (40) unique discount codes, each of which provides: • Ten (10) rides per code • $0 copay for the rider • Up to a $35.00 subsidy per ride (CT responsible for amounts billed to program) • Rides exceeding $35 will not be subsidized and will be declined unless alternative billing arrangements are agreed in writing. 3. Geographic Restrictions: The City will specify geofenced locations for eligible pick-up and drop-off points. • Rides under this program must originate from or terminate at these City-defined geofenced locations. • City will supply geofence coordinates, and Rides2U will configure them within its platform. • Rides taken outside the approved geofence(s) will not be eligible and will not be subsidized. 4. Time of Day Restrictions: If technically feasible within the Rides2U platform, the following restrictions will apply: • Eligible ride times: Monday through Friday • 7:00 AM to 7:30 PM (local time) • Rides outside these windows will not be subsidized. • Should platform limitations prevent automated enforcement, Rides2U will notify City, and the Parties will determine whether manual review or an adjusted restriction is appropriate. 5. Billing and Reporting: Rides2U will provide the City with: a. Monthly invoicing summarizing: • Number of rides taken per code • Total subsidy amounts • Any attempted or declined rides due to restrictions b. Program usage reporting, including anonymized trip data consistent with privacy requirements. Payment terms: Net 30 days from invoice date unless otherwise agreed. 6. Responsibilities of the Parties a. Rides2U Responsibilities: • Configure discount codes according to the terms above. • Enforce geofence and time-of-day restrictions to the extent technically possible. • Provide timely billing and reporting. • Maintain safe, licensed, and insured transportation services. b. City Responsibilities: • Provide accurate geofence locations. • Distribute codes to eligible participants. • Pay invoices as outlined in Section 6. • Notify Rides2U of any program changes or questions regarding participant eligibility. BOARD OF PUBLIC WORKS AGENDA ITEM REVIEW REQUEST FORM Date 7/21/2026 Name Jenna Throw Department Legal BPW Date July 28, 2026 Phone Extension Ext. 9354 Review and Approval Required Prior to Submittal to Board Diversity Compliance and Inclusion Officer Officer Name BPW Attorney Attorney Name Dept. Attorney Attorney Name Purchasing Check the Appropriate Item Type – Required for All Submissions Professional Services Agreement Contract Proposal Open Market Contract Amendment/Addendum Special Purchase, QPA Bid Opening Bid Award Req. to Advertise Title Sheet Quote Opening Quote Award Reject Bids/Quotes Proposal Opening C/O & PCA No. PCA Chg. Order, No. Traffic Control Resolution Other: Ease./Encroach Required Information Company or Vendor Name Rides2U New Vendor Yes If Yes, Approved by Purchasing No MBE/WBE Contractor MBE WBE Completed E-Verify Form Attached Yes No Project Name NA Project Number NA Funding Source NA Account No. NA Amount NA Terms of Contract Purpose/Description Approval of Agreement and Conflict Disclosure form for Rides2U 8/1/26-8/1/28 __________________________________________________________ ______________________________________________________________ _ _____________________________________________________ For Change Orders Only Amount of Increase Decrease $ ($ ) Previous Amount $ Current Percent of Change: Increase Decrease % ( %) New Amount $ Total Percent of Change: Increase Decrease % ( %) Time Extension Amount: New Completion Date: