Service Agreement Lime BikeService Agreement MOU - Bike Sharing Services
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This Memorandum of Understanding (MOU) is made this2_CL(day) ofSQ-k (month) 2018,
by and between the City of Meridian Idaho, and Idaho Municipal Corporation ("City") and
Neutron Holdings, Inc. DBA Lime ("Lime").
RECITALS
1. A goal of City is to provide safe and affordable multi -modal transportation options to all
residents, reduce traffic congestion, and maximize carbon free mobility.
2. City is a municipal corporation in Ada County, Idaho, and within its borders, all public
highways, public streets, and public rights-of-way are under the jurisdiction and
exclusive general supervisory authority of the Ada County Highway District which is not
a party to this Agreement.
3. Bike share and related services are a component to help the City achieve its
transportation goals and the City desires to make bike share services available to
residents and those who work in the City.
4. Lime is a provider of bike share and related mobility products and services and
proposes to operate a bike share program within the City.
5. Lime will abide by all city, county, and state laws, ordinances, and rules governing the
use of public space to efficiently and effectively provide bike share services_
6. Lime possesses GPS, 3G, and self-locking technology in its bike fleet such that bikes
may be locked and opened by users with an app and tracked to provide for operations
and maintenance.
Agreement
1. Use of City Property. City authorizes Lime to use City Property (as defined below)
solely for the purposes set forth in Section 2 of this Agreement. This authorization is
not a lease, easement, franchise, or any form of exclusive provider relationship and is
not intended and shall not be construed to transfer any real property interest in City
Property.
2. Permitted Use. Lime customers may use designated areas of City Property solely for
parking of bicycles (as defined below) owned and maintained by Lime for use in the
bike share program. Lime shall not place or attach any personal property, fixtures, or
structures to City Property without the prior written consent of City.
a. Use of city property, and Lime's operations within the City, shall, at a minimum:
a) not adversely affect City Property; b) not adversely affect the property of any
third parties; c) not inhibit pedestrian or vehicular movement within City Property
and public rights-of-way, and d) not create conditions which are a threat to
public safety and security.
b. Upon termination of this MOU by either party, Lime shall, at its sole cost and
expense, immediately remove its property from city property.
For the purposes of this Agreement, "bicycles", "bike fleet" or "bikes" refer to
standard pedal bicycles, electric assist model bicycles, and/or electric scooters.
Electric assist bicycles and electric scooters shall have motors no larger than
250 watts and a top speed of 14.8 miles per hour.
For purposes of this Agreement, "City Property" shall refer to all City Public
Parks, City -operated public pathways, and certain portions of the downtown
core sidewalks that are administrated by City under license from the Ada
County Highway District.
3. Bike parking. The City, at its own discretion, will support the bike sharing program with
the installation of bike racks and/or painted bike parking spots, and recommended bike
parking spots without racks or painting, in the City to assist with the orderly parking of
bikes throughout the City.
4. Condition of City Property
a. City makes city property available to Lime in an "as is" condition. City makes no
representations or warranties concerning the condition of city property or its
suitability for use by Lime or its customers, and assumes no duty to wam either
Lime or its customers concerning conditions that exist now or may arise in the
future.
b. City assumes no liability for loss or damage to Lime's bikes or other property.
Lime agrees that City is not responsible for providing security at any location
where Lime's bikes are stored or located, and Lime hereby waives any claim
against City in the event Lime's bikes or other property are lost or damaged.
5. Maintenance and Care of portion of City Property: Lime expressly agrees to repair,
replace or otherwise restore any part or item of real or personal property that is
damaged, lost or destroyed as a result of the Lime's use of City Property. Should the
Lime fail to repair, replace or otherwise restore such real or personal property, Lime
expressly agrees to pay City's costs in making such repairs, replacements or
restorations.
6. Operations & Maintenance. Lime will cover all maintenance costs for the bike fleet and
maintenance to minimum level of service and reporting outlined in Exhibit A. Any
inoperable bicycle or any bicycle that is not safe to operate shall be removed from City
Property or the public right-of-way within 24 hours of notice to Lime by operator or City.
City shall be provided with at least one Master Key to allow City personnel to
immediately and without notice unlock and remove any bicycle that is parked on City
Property or in the public right-of-way that creates a public hazard, or if Lime fails to
respond within the 24 hour period under the non -emergency conditions set forth in this
paragraph. City reserves the right to charge Lime an administrative fee of up to $250
for each incidence where a City personnel is required to unlock and remove a bicycle
pursuant to this paragraph.
7. Indemnification. Lime shall defend, pay, indemnify and hold harmless City, its officers,
officials, employees, agents, invitees, and volunteers (collectively "City Parties") from all
claims, suits, actions, damages, demands, costs or expenses of any kind or nature by
or in favor of anyone whomsoever and from and against any and all costs and
expenses, including without limitation court costs and reasonable attorneys' fees,
resulting from or in connection with loss of life, bodily or personal injury or property
damage arising directly or indirectly out of or from or on account of:
a. Any occurrence upon, at or from City Property or occasioned wholly or in part
by the entry, use or presence upon City Property by Lime or by anyone making
use of City Property at the invitation or sufferance of Lime, except such loss or
damage which was caused by the sole negligence or willful misconduct of City.
b. Use of Lime's bikes by any individual, regardless of whether such use was with
or without the permission of Lime, including claims by users of the bikes or third
parties.
Insurance. Lime shall procure and maintain for the duration of this Agreement
insurance against claims for which Lime has indemnified the City pursuant to Section 5
of this Agreement. Lime shall maintain General Liability limits no less than One Million
and no/100 Dollars ($1,000,000.00) per occurrence for bodily injury, personal injury and
property damage, and in the sum of One Million and no/100 Dollars ($1,000,000.00) for
injury to or death of more than one person for each occurrence. Each insurance policy
shall name the City as an additional insured and it shall be endorsed to state that: (i)
coverage shall not be suspended, voided, or cancelled by either party, or reduced in
coverage or in limits except after thirty (30) calendar days prior written notice by certified
mail, return receipt requested, has been given to City; and (ii) for any covered claims,
the Lime's insurance coverage shall be primary insurance as respects the City and any
insurance or self-insurance maintained by the City shall be in excess of the Lime's
insurance and shall not contribute with it. The insurance required to be provided herein,
shall be procured by an insurance company approved by City, which approval shall not
be unreasonably withheld.
9. Compliance with Law. Lime at its own cost and expense, shall comply with all statutes,
ordinances, regulations, and requirements of all governmental entities applicable to its
use of public rights-of-way and the operation of its bike share program, including but not
limited to laws governing operation of bicycles and motor vehicles. If any license,
permit, or other governmental authorization is required for Lime's lawful use or
occupancy of City Property or public rights-of-way or any portion thereof, Lime shall
procure and maintain such license, permit and/or governmental authorization
throughout the term of this Agreement.
10. Required Reports. Lime shall provide reports free of charge to the City concerning
utilization of its bikes and bike route usage not less than quarterly, and shall cooperate
with the City in the collection and analysis of aggregated data concerning its operations.
11. No Joint Venture. Nothing herein contained shall be in any way construed as expressing
or implying that the parties hereto have joined together in any joint venture or liability
company or in any manner have agreed to or are contemplating the sharing of profits
and losses among themselves in relation to any matter relating to this MOU.
12. Term. This Agreement shall commence on the day of 2018,
(the "Commencement Date") and shall expire on the date that is Two (2) years after
the Commencement Date unless earlier terminated pursuant to Section 14, below.
13. Termination. This MOU may be terminated prior to the expiration date set forth in
Section 12, above, upon the occurrence of any of the following conditions:
a. Upon delivery of written notice from City to the Lime terminating this Agreement
for any reason, or for no reason, by giving at least sixty (60) days' notice to the
Lime of such termination.
b. An attempt to transfer or assign this Agreement.
Lime shall not terminate this Agreement without first by giving at least 180 days' written
notice of plans for termination.
14. Amendment. This MOU may be amended by mutual agreement of the parties. Such
amendments shall only be effective if incorporated in written amendments to this
Agreement and executed by duly authorized representatives of the parties.
15. Permits. The City shall notify Lime of any local permits required, if any, of the company
for its local operation.
16. Applicable Law and Venue. The laws of the State of Idaho shall govern the
interpretation and enforcement of this MOU.
17. Incorporation of Recitals. The parties confirm the accuracy of the Recitals set forth in
this Agreement and the same are incorporated herein as part of this Agreement.
18. Time of the Essence. Time shall be of the essence for all events and obligations to be
performed under this Agreement.
19. Notices. All notices connection with this Agreement, or communications that either
party desires or is required or permitted to give or make to the other party under this
Agreement shall only be deemed to have been given, made and delivered, when made
or given in writing and personally served, or deposited in the United States mail,
certified or registered mail, postage prepaid, or sent by reputable overnight courier (e.g.,
FedEx) and addressed to the parties as follows:
a. City of Meridian, Attention City Clerk, 33 E Broadway Avenue, Meridian Idaho 1
836421
b. Lime: one
20. Counterparts. This Agreement may be executed simultaneously or in any number of
counterparts, each of which shall be deemed an original, but all of which together shall
constitute one and the same agreement.
21. Fleet Management. Bike shall be "smart bikes" which allow the bike itself to be tracked
by GPS or other installed devise in order to manage the fleet's operations.
Executed the day and year first above written, by the parties as follows:
Neutron Holdings, dba Lime:
By:
Name: ��cxs�•` �fJt I r��
Title: Vkw r 0eNCk �e�t ";PL
City of [Meiidlan ]
V _ •
Title: MQV or.
Exhibit A
Description of Lime's Service Level Agreement
The following performance indicators shall be met and reported to help the City measure
success serving its citizens by improving livability and mobility. Lime will maintain its bikes to be
in an excellent state of cleanliness and repair, with a minimum of 90% of deployed bikes
operable at any time.
Performance
Description
Measurement
Minimum Performance
Reporting
Indicator
Tool
Standard
Frequency
App & customer
Lime reservation
Uptime
99.5% uptime.
quarterly
service support
system fully
reporting
portal
operational
Bicycle
Maps identifying
Maps showing
Fleet will focus on serving
quarterly
distribution
trends in peak
aggregate
the City of Meridian
bike distribution
usage patterns
Bicycles in
Bikes in service
Daily uptime
Deploy and maintain a
quarterly
service
reports
minimum of 200 bicycles
in service in any calendar
month. Bicycles will be
phased into deployment
over a 6 week period and
can be increased based
on usage and demand.
Report-
Response time
Time relative to
Within two (2) hours
quarterly
responsive
to improper bike
report logs
during business hours
parking / other
between 8am to 8pm
problems
Monday through Friday
communicated
except for State and
to Customer
Federal holidays.
Service
For any complaint outside
of business hours, within
two hours (2) of start of
business hours