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Bike Sharina Services Aareement
This Bike Sharing Services Agreement (this "Agreement") is made on July 11, 2017 (the
"Effective Date"), by and between the City of South Bend, acting by and through its
Board of Public Works (the "City") and Neutron Holdings, Inc., doing business as
LimeBike, a Delaware corporation with its principal place of business at 66 Bovet Rd.,
Suite 320, San Mateo, California 94402 ("LimeBike").
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. Bike Share 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.
3. LimeBike is a qualified bike share provider and proposes to operate a bike share
program within the City.
4. LimeBike requests the non-exclusive use of certain City rights -of -way and/or property to
efficiently and effectively provide bike share services.
5. LimeBike possess 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.
6. The use of certain City rights -of -way and/or property for bike share services is a benefit
to the residents and businesses of City.
AGREEMENT
1. Use of City Propert. City agrees to cooperate in good faith with LimeBike to designate
and permit LimeBike to use, on a non-exclusive basis, certain City rights -of -way, City -
owned bike racks, and/or other City -owned property (collectively, the "City Property")
solely for the purposes and subject to the limitations set forth in Section 3 of this
Agreement. After the Effective Date of this Agreement, the City, acting through its
Board of Public Works, in its sole discretion, will designate the City Property that
LimeBike will be permitted to use and will establish the terms and conditions of such
use. The City's permission to use the City Property will not constitute a lease or an
easement and is not intended, and shall not be construed, to transfer to LimeBike or
any user of LimeBike's services any real property interest in the City Property.
Instead, the City's permission to use the City Property will constitute a temporary, non-
exclusive license, which the City may revoke at any time for any reason or no reason.
2. No Payments. The City will not pay any fees to, or reimburse any costs or expenses
of, LimeBike in exchange for LimeBike's obligations under this Agreement.
3. Permitted Use. LimeBike may use the City Property designated in accordance with
Section 1 solely for parking of bicycles owned and maintained by LimeBike for use in
the bike share program. LimeBike 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 LimeBike's operations within the City, shall, at a
minimum: a) not adversely affect City Property or the City's streets, or
sidewalks; b) not adversely affect the property of any third parties; c) not inhibit
pedestrian movement within City Property or along other property or rights -of -
way owned or controlled by the City) not create conditions which are a threat to
public safety and security.
b. Upon termination of this Agreement by either party, LimeBike shall, at its sole
cost and expense, immediately restore City Property to a condition which is
visually and structurally equivalent to the condition of such City Property before
the alterations or damage and to a condition indistinguishable from the
immediately surrounding area.
4. Bike parking. The City, at its own discretion, will support the bike sharing program with
the installation of a limited number of bike racks and/or designated bike parking spots
on City Property (the "City -Maintained Bike Parking"), which will be open to public use
and not exclusively reserved for LimeBike or LimeBike's users. To the extent LimeBike
desires to install a bike rack upon, paint, or otherwise designate any portion of City
Property other than the City -Maintained Bike Parking for use by LimeBike's users,
LimeBike will do so at LimeBike's sole expense and subject to designation by the Board
of Public Works in accordance with Section 1.
5. Condition of City Property.
a. City makes City Property available to LimeBike and LimeBike's users in an "as
is" condition. City makes no representations or warranties concerning the
condition of City Property or its suitability for use by LimeBike or LimeBike's
users, and assumes no duty to warn either LimeBike or LimeBike's users
concerning conditions that exist now or may arise in the future.
b. In making City Property available for use by LimeBike and LimeBike's users, City
assumes no liability for loss or damage to LimeBike's bikes or other
property. LimeBike agrees that City is not responsible for providing security at
any location where LimeBike's bikes are stored or located, and LimeBike hereby
waives any claim against City in the event LimeBike's bikes or other property are
lost or damaged.
6. Maintenance and Care of City Property. LimeBike shall be solely responsible for
maintaining City Property in accordance with City standards and any terms and
conditions established in connection with LimeBike's use of City Property under Section
1. LimeBike shall exercise due care in the use of City Property and shall be responsible
for maintaining City Property in good condition and repair. LimeBike shall not act, or fail
to act, in any way that result in excessive wear or damage to City Property. LimeBike
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 LimeBike's use of
City Property. Should LimeBike fail to repair, replace or otherwise restore such real or
personal property, LimeBike expressly agrees to pay City's costs in making such
repairs, replacements or restorations.
7. Operations & Maintenance. LimeBike will cover all maintenance and associated costs
for the bike fleet and maintenance to minimum level of service outlined in Exhibit A.
8. Indemnification. LimeBike shall defend, pay, indemnify and hold harmless City, its
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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 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 LimeBike or by anyone
making use of City Property at the invitation or sufferance of LimeBike, except
such loss or damage which was caused by the sole negligence or willful
misconduct of City; or
b. Use of LimeBike's bikes by any individual, regardless of whether such use was
with or without the permission of LimeBike, including claims by users of the
bikes or third parties; or
c. Any other use of LimeBike's bike sharing program in any respect, including,
without limitation, use of LimeBike's mobile phone application(s), reservation
system, or other electronic system.
9. Insurance. LimeBike shall procure and maintain for the duration of this Agreement
insurance against all risks associated with its or its agents' operations in the City, the
use of the City Property, and the use of LimeBike's bicycles and other equipment.
Without limitation, LimeBike shall maintain a policy of commercial general liability
insurance with limits no less than One Million and no1100 Dollars ($1,000,000.00) per
occurrence for bodily injury, death, or property damage, and no less than Two Million
and no1100 Dollars ($2,000,000.00) in the aggregate. 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, LimeBike'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 LimeBike'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.
10. Compliance with Law. LimeBike at its own cost and expense, shall comply with all
statutes, ordinances, regulations, and requirements of all governmental entities
applicable to its use of City Property and the operation of its bike share program,
including but not limited to laws governing operation of bicycles. City shall reasonably
cooperate with LimeBike, at no additional cost to City, such that LimeBike can properly
comply with this Section and be allowed to use City Property as specified in Section 3,
above.
11. Required Reports, Data, and Consultations. LimeBike shall provide reports 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 to aid in the City's mobility planning efforts. Upon the City's reasonable
request, LimeBike will also provide raw data associated with usage of the bike sharing
program. In connection with producing each report required herein, and at other
reasonable times determined by the City, LimeBike will participate with the City, and
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other interested parties invited by the City, including an advisory committee comprised
of members selected by the City, in a consultation (by in -person meeting or other
mutually agreeable format) concerning the planning, implementation, and continuation
of the bike sharing program and other matters of mutual interest.
12. Relationship; No Joint Venture. LimeBike shall at all times be an independent contractor
of the City, and none of LimeBike's employees will be considered employees of the City.
No act or omission to act by LimeBike shall bind or obligate the City. The City and
LimeBike hereby renounce the existence of any form of joint venture or partnership, and
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 partnership 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 Agreement.
13. Term. The initial term of this Agreement shall commence on the Effective Date and
shall expire on the date that is three (3) years after the Effective Date (the "Initial
Term"), unless earlier terminated in accordance with the terms of this Agreement.
Upon the expiration of the initial term, this Agreement will automatically renew for an
additional one-year term on each succeeding anniversary of the Effective Date, unless
earlier terminated in accordance with the terms of this Agreement.
14, Termination. This Agreement may be terminated at anytime during or after the Initial
Term (a) upon delivery of written notice from City to LimeBike terminating this
Agreement for any reason, or for no reason, by giving at least sixty (60) days' notice to
LimeBike of such termination, or (b) upon delivery of written notice from LimeBike to
City terminating this Agreement or any reason, or for no reason, by giving at least one
hundred eighty (180) days' notice of such termination.
15. Amendment. This Agreement 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.
16. Applicable Law and Venue. The laws of the State of Indiana shall govern the
interpretation and enforcement of this Agreement.
17. 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.
18. Entire Agreement. This Agreement sets forth the entire agreement and understanding
between the parties as to its subject matter and merges and supersedes all prior
discussions, agreements, and understandings of the parties.
19. Non -Collusion. LimeBike will execute and submit to the City with this Agreement an
affidavit in the form attached hereto as Exhibit B concerning non -collusion and other
matters. The terms of said affidavit are hereby incorporated into this Agreement, and
LimeBike agrees to adhere to the same.
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20. Drug -Free Workplace. LimeBike hereby agrees to make a good faith effort to provide
and maintain a drug -free workplace. LimeBike will give written notice to the City within
ten (10) days after receiving actual notice that an employee of LimeBike within in the
State of Indiana has been convicted of a criminal drug violation occurring in the
workplace.
The parties have executed this Bike Sharing Services Agreement to be effective upon the
Effective Date:
CITY OF SOUTH BEND
BOARD OF PUBLIC WORKS
Gary Gild , President
Therese Dorau, Member
AIf I /I/ ( YA-11,11 '-
uz na i erg, Me
Elizabeth Maradik, Member
James Mueller, Member
ATTEST:
a Martin, Cler
Neutron Holdings, Inc.,
doing business as LimeBike,
a Delaware corporation
By:
Name: Vi e' `ice
Title:
Date: 7/ (a
1500.0000039 51682735.006
Jr"
Exhibit A
Description of LimeBike's Service Level
The following performance indicators shall be met and reported to help the City measure our
success serving its citizens and improving the livability and mobility of South Bend. LimeBike
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
LimeBike
Uptime
99.5% uptime.
quarterly
service support
reservation
reporting
portal
system fully
operational
Bicycle
Maps identifying
Maps showing
Fleet will focus on serving
quarterly
distribution
trends in peak
aggregate
the City of South Bend
bike distribution
usage patterns
and the surrounding
region
Bicycles in
# of bikes in
Daily uptime
Deploy and maintain a
quarterly
service
service
reports
minimum of 500 bicycles
in service in South Bend
in any calendar month
with a minimum of 90% in
service at all times,
subject to increases
based on usage data.
LimeBike shall deploy at
least 200 bicycles within
the first 4 weeks of the
Initial Term and will
deploy at least 500
bicycle within the first 8
weeks of the Initial Term.
Report-
Response time
Time relative to
For urgent matters, (a)
quarterly
responsive
to improper bike
report logs
LimeBike will respond
parking 1 other
within two (2) hours to
problems
any complaint during
communicated
business hours between
to Customer
8am to 8pm Monday
Service
through Friday except for
State and Federal
holidays ("Regular
Hours"), or (b) LimeBike's
local representative will
respond within two (2)
hours to any complaint
outside of Regular Hours.
For non -urgent matters,
LimeBike will respond
within forty-eight (48)
hours.
Exhibit B
Non -Collusion Affidavit
[See attached.]
When the prospective Contractor is unable to certify to any of the statements below, it shall attach an explanation to this Affidavit.
CONTRACTOR'S NON -COLLUSION AND NON -DEBARMENT AFFIDAVIT,
CERTIFICATION REGARDING INVESTMENT WITH IRAN, EMPLOYMENT ELIGIBILITY
VERIFICATION, NONDISCRIMINATION COMMITMENT AND CERTIFICATION OF USE
OF UNITED STATES STEEL PRODUCTS OR FOUNDRY PRODUCTS
(Must be completed for all quotes and bids. Please type or print)
STATE OF CL� }
} SS:
COUNTY }
The undersigned Contractor, being duly sworn upon his/her/its oath, affirms under the penalties of perjury that:
1. Contractor has not, nor has any other member, representative, or agent of the firm,
company, corporation or partnership represented by him, entered into any combination, collusion
or agreement with any person relative to the price to be bid by anyone at such letting nor to
prevent any person from bidding nor to induce anyone to refrain from bidding, and that this bid
is made without reference to any other bid and without any agreement, understanding or
combination with any other person in reference to such bidding. Contractor further says that no
person or persons, firms, or corporation has, have or will receive directly or indirectly, any
rebate, fee, gift, commission or thing of value on account of such sale; and
2. Contractor certifies by submission of this proposal that neither contractor nor any of its
principals are presently debarred, suspended, proposed for debarment, declared ineligible, or
voluntarily excluded from participation in this transaction by any Federal department or agency;
and
3. Contractor has not, nor has any successor to, nor an affiliate of, Contractor, engaged in
investment activities in Iran.
a. For purposes of this Certification, "Iran" means the government of Iran and any agency or
instrumentality of Iran, or as otherwise defined at Ind. Code § 5-22-16.5-5, as amended from
time -to -time.
b. As provided by Ind. Code § 5-22-16.5-8, as amended from time -to -time, a Contractor is
engaged in investment activities in Iran if either:
i. Contractor, its successor or its affiliate, provides goods or services of twenty million
dollars ($20,000,000) or more in value in the energy sector of Iran; or
ii. Contractor, its successor or its affiliate, is a financial institution that extends twenty
million dollars ($20,000,000) or more in credit to another person for forty-five (45)
days or more, if that person will (i) use the credit to provides goods and services in
F-Non-Coftusion Non -Debarment Affidavit Novi Iran Corm 2012
Contractor agrees not to discriminate against or intimidate any employee or applicant for
employment in the performance of this contract with privileges of employment, or any matter
directly or indirectly related to employment, because of race, religion, color, sex handicap,
national origin or ancestry. Breach of this provision may be regarded as material breach of
contract.
1, the undersigned bidder or agent as contractor on a public works project, understand my
statutory obligations to the use of steel products or foundry products made in the United States
(I.C. 5-16-5-1). I hereby certify that I and all subcontractors employed by me for this project will
use steel products or foundry products on this project if awarded. I understand that violations
hereunder may result in forfeiture of contractual payments.
I hereby affirm under the penalties of perjury that the facts and information contained in the foregoing bid for
public works are true and correct.
Dated thi day of It 2017
Q,c tm,
Contractor/Bidder (Firm)
Signature of Contractor/Bidder or Its Agent
ti �-
fA 'Jo g ctiv. — O
Printed NIme and Title
Subscribed and sworn to before me this day of , 20
My Coinmission Expires �� ��`7 � ��/%l ?414 G�
Notary Public
County of Residence j�a�
F-Non-Collusion Non -Debarment Affidavit Non Iran Farm 2012
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