RECEIVED AUG 2 3 tats CITY OF .5P0KANE . Of Spoka - Destruct Date 08/15/2024 Minor Contract Summary Omega 809MB OPR 2018?0521 Incomplete submissions will be returned to the Department until all requirements are met. (Summary to be printed on blue paper) Department Name Integrated Capital Management New Contract Department Project 2018137 CR Date: August 10. 2018 Contractor/Consultant Name: Neutron Holdings, Inc. Address: 4515 8th Ave. NW Seattle, WA 99107 Remittance Address: City, State, Zip: City, State, Zip: Summary of Services Memorandum of Understanding between Neutron Holdings, inc., dba Lime for conducting a short term pilot for the Bike Share program during the fall of 2018 in the downtown core and adjacent neighborhoods. Amount: Budget Code: Maximum Amount: Beginning Date: September4, 2018 Expiration Date: November 16? 2018 Open-Ended: Quotes (per Purchasing Policy to be kept on ?le in Dept.) Insurance Certi?cate (attach to the contract) City Business Registration (attach veri?cation that a current business license number exists) If Public Works Contract, Contractor has been noti?ed of State Law requirements. Grant Related (if the contract is grant related, the Grants Management Department must sign below) DECIDED Vendor is already set up for ACH payments or the Accounts Payable Vendor ACH Enrollment Farm has been submitted to Ac- counting. Do attach ACH form to the contract documents. Department Veri?cation Statemznt: My signature below veri?es that all documentation has been completed. AM Requestor/Veri?er/Contact: Funds are available in the appropriate-bu get accou Accountant Department Head Signature Date Other Signature Date Grants Mgt. (if applicable) Signature Date Distribution List Contractor E-mail: Contract Accounting mdoval@5pokanecity.org Dept. Contact E-mail: eraea@spokanecity.org Taxes and Licenses icmaccounting@spokanecit .org kpicanco@spokanecity.org smsimmons@spokanecity.org City Clerk?s No. 017018, 052\ mm City of Spokane MEMORANDUM OF UNDERSTANDING Title: Bike Share Pilot Program THIS MEMORANDUM OF UNDERSTANDING (MOU) is between the CITY OF SPOKANE, a Washington State municipal corporation, as (?City?) and NEUTRON HOLDINGS, INC., a Delaware corporation, dba Lime whose address for the transaction of business is 4515 8th Ave NW Seattle WA 98107; as individually hereafter referenced as a ?party", and together as the ?parties?. WHEREAS, the City agrees to partner with Lime for a pilot bike share program; WHEREAS, the City wishes to provide access to safe, affordable, innovative and environmentally friendly transportation options to all its residents and visitors; WHEREAS, Lime is an app-based biking platform that connects users to specially designed bicycles, ebikes and electric scooters (?vehicles?) equipped with GPS and a proprietary smart-lock technology. Lime enables users of its app to locate nearby Lime vehicles and unlock and rent them using their smartphones. After traveling to their destination, users can park and lock Lime vehicles at any public bike parking location, making the Lime vehicles available to other Lime users. WHEREAS, the City of Spokane owns, controls, and maintains the public space on which Lime bicycles vehicles will be parked by users. NOW, THEREFORE, the parties agree as follows: The parties agree as follows: 1. TERM. This MOU will be effective on September 2018 through November 16th, 2018. The parties may extend the pilot bike/scooter share program beyond the end date listed above upon mutual agreement, evidenced by an executed amendment to this MOU. RESPONSIBILITIES. A. B. Lime will remove all vehicles at the end of the pilot program in accordance with Section 8 below. Lime will direct all users during the pilot program to a survey within the Lime application in order to provide feedback to the City during the pilot program. Lime shall provide its services to users at no cost to the City. Lime will provide the City with a point of contact with control of the services provided in accordance with this MOU. The point of contact will respond within two business days to any general program issues or questions raised by the City during this pilot program, provided that the City contacts the point of contact directly. In the case of a critical issue or emergency situation, Lime will be available within one-hour to respond to emergency needs and to coordinate with the City. The City has the right to exercise ?self-help? if they determine that an emergency situation poses an imminent risk to public health and safety or property damage. Lime will be responsible for providing information to its users on proper vehicle riding, parking and operating via its app. . Lime shall ensure all vehicles have visible language that noti?es the user that helmets must be worn while riding a bicycle in the City of Spokane and Spokane County. . Lime agrees the City is not responsible for educating users on: (1) how to ride or operate a bike or scooter; (2) helmet requirements; and (3) other laws applicable to riding and operating a bicycle or scooter. Lime shall use commercially reasonable efforts to ensure each bicycle or scooter deployed and used is fully operable, free of defects, conforms to relevant safety standards, and is well-maintained and clean. Lime shall af?x to each vehicle deployed its clearly visible logo and instructions on how to contact the company to request pickup of an improperly parked Lime and/or an Lime vehicle in need of maintenance and cleaning. Lime shall regularly monitor the deployment and dispersion of its vehicle during the pilot program so as to provide suf?cient access to its vehicles within the following neighborhoods within the City of Spokane: Riverside, Brown?s Addition, Peaceful Valley, East Central, West Central, Logan, and Cliff-Cannon ("the Territory"). . Lime will use commercially reasonable efforts to ensure that vehicles are parked only at public racks or on public sidewalks in a manner that does not impede pedestrian access, does not obstruct access to ?re hydrants and valves, does not affect access to street furniture, does not interfere with traffic operations, bus stop operation, driveway access, crosswalks, access to private property, or outside dining or retail, and does not damage landscaping, street trees, or other aesthetic features. . Within twenty-four (24) hours of reporting by the City, Lime will remove vehicles parked in violation of the parking requirements outlined above or in con?ict with applicable laws and regulations, and vehicles in need of maintenance and/or cleaning. . In the event of a declared snow emergency, Lime shall use commercially reasonable efforts to collect all owned or controlled vehicles located in the public right-of?way and relocate them to a storage facility, or othenivise secure the vehicles in a location that does not impede public and private snow and ice clearing operations for the duration of the emergency, subject to Lime's overriding obligation to comply with the traffic ordinances imposed by the declaration of the snow emergency. . Upon request of the City due to an emergency, construction, parade, public gathering or other situation affecting the normal operation of the right-of?way, Lime shall collect and secure all of, or a portion of the Lime owned or controlled vehicles to a location outside of the public right-of?way. . Lime will share answers to the City survey and anonymized, aggregated data collected from users within the Territory during the pilot program with the City for the City?s use and or study in developing a longer term and permanent bike share and/or scooter share program. Lime will provide to the City on a basis a cumulative report of vehicle utilization, customer enrollment, travel patterns, requests to remove and/or move improperly parked or maintained vehicles, complaints and comments, and injuries and accidents to Lime users. If requested, the report shall be presented at a meeting with the City and shall include as much data that can reasonably be provided to the City, including but not limited to the incident, response time and resolution. Any data shared with the City is presumptively a public record and subject to disclosure under the Public Records Act Chapter 42.56 RCW. ESPONSIBILITIES. A. The City will provide a point of contact for the pilot bike/scooter share program to Lime. B. The City will notify enforcement agencies not to ticket or impound vehicles parked according to the terms of this MOU and local law. C. The City authorizes Lime and its users to use the public right-of-way for the purposes of making available, maintaining, accessing, parking, and riding Lime bicycles for the pilot bike/scooter share program within the City Of Spokane. For purposes of this MOU, right-of-way refers to sidewalks, roads, and other pathways owned and maintained by the City. This authorization is not a lease or an easement, and is not intended and shall not be construed to transfer any real property interest in City property. 4. CONDITION OF PROPERTY. The City assumes no liability for loss or damage to Lime?s vehicles or other property unless caused by City's negligence or willful misconduct. Lime agrees that City is not responsible for providing security at any location where Lime?s vehicles are stored or located, and Lime hereby waives any claim against City in the event Lime?s vehicles or other property are lost or damaged by third parties. 5. INDEMNIFICATION. Lime agrees to indemnify, defend and hold harmless the City and its employees, agents, successors and assigns against all third party claims, damages, losses and expenses (including reasonable attorney fees) for bodily injury or property arising from Lime's breach of any material obligation or term of this or (ii) Lime?s negligence or willful misconduct in rendering the services in connection with this MOU, provided the bodily injury or property damage occurs subsequent to the execution of this MOU and City gives Lime prompt written notice of the claim. The City agrees to cooperate with Lime and Lime?s insurer with respect to any liability assumed by Lime pursuant to this section. Lime waives its immunity under Industrial Insurance, Title 51 RCW, to the extent necessary to protect the City?s interests under this indemni?cation. This provision has been specifically negotiated. Lime shall not indemnify the City for any loss and/or damage which was caused by the misconduct by the City and/or negligence in the design, construction, and/or maintenance of City infrastructure and/or projects permitted by the City. Lime will conduct all defenses at its sole cost and expense, and shall choose defense counsel to represent both Lime and the City. City waives all rights to subrogation against Lime. This indemni?cation provision shall not apply to any claims for workers? compensation made by the City, as those claims are covered by City?s workers? compensation insurance policy. The provisions of this section shall survive the termination of this Agreement. 6. LIABILITY. CITY ACKNOWLEDGES AND AGREES THAT THE SERVICES ARE PROVIDED WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, AND USE OF THE SERVICES IS AT ITS SOLE RISK. LIME DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND IMPLIED WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE, IN CONNECTION WITH THIS MOU. 7. INSURANCE. During the period of this MOU, Lime shall maintain in force at its own expense, each insurance noted below: A. Worker's Compensation Insurance in compliance with RCW 51 .12.020, which requires subject employers to provide workers' compensation coverage for all their subject workers and Employer's Liability Insurance in the amount of $1,000,000; B. General Liability Insurance on an occurrence basis, with a combined single limit of not less than $1,000,000 each occurrence for bodily injury and property damage. It shall include contractual liability coverage for the indemnity provided under this MOU. It shall provide that the City, its officers and employees are additional insureds but only with respect to the services to be provided under this i. Acceptable supplementary Umbrella insurance coverage combined with Company?s General Liability insurance policy must be a minimum of $1,000,000, in order to meet the insurance coverage limits required in this and C. Automobile Liability Insurance with a combined single limit, or the equivalent of not less than 000, 000 each accident for bodily' Injury and property damage, including coverage for owned, hired and non-owned vehicles. There shall be no cancellation, material change, reduction of limits or intent not to renew the insurance coverage(s) without sixty (60) days written notice from Lime or its insurer(s) to the City. As evidence of the insurance coverage(s) required by this MOU, Lime shall furnish acceptable Certi?cates Of Insurance (COI) to the City at the time it returns this signed MOU. The certi?cate shall specify the City of Spokane as ?Additional Insured? speci?cally for Lime?s services under this MOU, as well as all of the parties who are additional insureds, and include applicable policy endorsements, the sixty (60) day cancellation clause, and the deduction or retention level. Lime shall be ?nancially responsible for all pertinent deductibles, self-insured retentions, and/or self-insurance. 8. TERMINATION. Either side may terminate this MOU for any reason with 30 days? notice to the other party. Upon termination, Lime shall remove all of the bicycles under its ownership or control within ?ve (5) business days of the date of termination and shall cease all operations within the service area once the bicycles have been removed. The City will consider any of Lime?s bicycles not removed as abandoned property and will dispose of them. 9. MISCELLANEOUS. No provision of this MOU may be amended or modi?ed except by written agreement signed by the parties. This MOU shall be binding upon and inure to the bene?t of the parties? successors in interest, heirs and assigns. Any provision of this MOU which is declared invalid or illegal shall in no way affect or invalidate any other provision. This MOU shall be governed by and construed solely and exclusively in accordance with the laws of the State of New York, USA without giving effect to any law that would result in the application of a different body of law. Failure of either party to declare any breach or default immediately upon the occurrence thereof, or delay in taking any action in connection with, shall not waive such breach or default. NEUTRON HOLDINGS, INC. By Mam Qua, 8/17/18 Signature Date Isaac Gross Type or Print Name General Manager Title Attest: 'yCIrk 544:9) CITY OF SPOKANE By 304$ng Signature Date 503? SI mmonJ Type or Print Name Director. Public Works Title Approved 3510 form: I 1 Assis?tant City Attorney; 1 18-611 eSerVices My DOR My DOR Unauthonticated Busmess Lookup NEUTRON LLC Page 1 of 1 License Information: Entity name: Business name: Entity type: UBI Location: Location address: Mailing address: Excise tax account and reseller permit status: Secretary of State status: Endorsements Endorsements held at this location Saokano General Business Governing people FIDLER. CRAIG HUENERGARDT. JESSIE Rows. NEUTRON LLC NEUTRON LLC Maoi?ity Company 603-446-112 Business ID: 001 Open 422 AVE STE 1401 SPOKANE WA 99201-0303 USA 422 RIVERSIDE AVE STE 1401 SPOKANE WA 99201-0303 USA Open {View} Click here Details New search Location ID: 0001 5 Status; Expiration date Active 'T'ilie Member Member Information current as of 8/1 Of201 8 9:16:29 AM Working together to fund Washington '3 future Back to results; 3 Farsi. ?ssuanoe {lat 4 8/10/2018 I CERTIFICATE OF LIABILITY INSURANCE DATE 8/10/2018 REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERIS), AUTHORIZED IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the poiicy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Risk Management Insurance Sewices 5253? Ashley Brewster ruman PHONE FAX . - ADDRESS: ashleyb@gmgs.com AFFORDING COVERAGE NAIC 0384519 INSURERA: AXIS Surplus Insurance Commny 23620 . INSURERB: Houston Casual Com an 42374 Neutron Holdings, Inc. Oh. . I 2408 DBA: LImebIke INSURERC. Io ecurIty nsurance Company 2 2121 South El Camino Real, Suite B100 msuneno: San Mateo CA 94403 INSURERF: COVERAGES CERTIFICATE NUMBER: 43601236 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR BR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE my?) POLICY NUMBER LIMITS A COMMERCIAL GENERAL LIABILITY 5/1/2018 5/1/2019 EACH $1,000,000 DAMAGE TO RENTED I CLAIMS-MADE OCCUR PREMISES (Ea occurrence) $100,000 MED EXP (Any one person) 3 PERSONAL ADV INJURY $1,000,000 AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE 2.000.000 PRO- POLICY JECT LOC AGG $2,000,000 OTHER: 5 COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY BAS58148851 5/1/2018 5/1/2019 (Ea accidein $1,000,000 I ANY AUTO BODILY INJURY (Per person) OWNED SCHEDULED . AUTOS ONLY - AUTOS BODILY INJURY (Per scoldent) HIRED NON-OWNED PROPERTY DAMAGE AUTOS ONLY AUTOS ONLY Mccident) UMBRELLA LIAB OCCUR H18PX50031-00 5/1 12013 5/1 12019 EACH OCCURRENCE $5,000?000 EXCESS CLAIMS-MADE AGGREGATE 5,000,000 DED I RETENTION WORKERS COMPENSATION PER OTH- AND LIABILITY STATUTE I ER EL. EACH ACCIDENT (Mandatory in NH) EL. DISEASE - EA EMPLOYEE If yes, describe under DESCRIPTION OF OPERATIONS below EL. DISEASE POLICY LIMIT IL00171198 attached. DESCRIPTION OF OPERATIONS LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) As respects General Liability coverage, City of Spokane, its Of?cers and employees are added as Additional Insured-State or Governmental Agency or Subdivision or Political Subdivision, per CGZO120413 attached. As respects General Liability coverage. 30-day written notice of cancellation (10 days for non-payment of premium) applies per CERTIFICATE HOLDER CANCELLATION Cit of Okane SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN W. an Fail Blvd. Sgokane 999201 '5 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE I Michael Finn 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD 43601236 I 18?19 GL/Auto/xs - 5 I Ashley Brewster 8/10/2018 12:56:28 PM (PDT) Page 1 of 3 Neutron Holdings, Inc. POLICY NUMBER: p-001-000027914_01 COMMERCIAL GENERAL LIABILITY CG 20 12 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED -- STATE OR GOVERNMENTAL AGENCY OR SUBDIVISION OR POLITICAL SUBDIVISION PERMITS OR AUTHORIZATIONS This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE State Or Governmental Agency 0r Subdivision Or Political Subdivision: Any state or governmental agency or subdivision or political subdivision where the Named Insured has agreed in a written contract or agreement to name as an additional insured provided that the contract or agreement was executed prior to the loss or occurrence. Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section It Who is An Insured is amended to 2. This insurance does not apply to: I include as an additional insured any state or a. "Bodily injury" "property damage" or governmental 399063! or subdivision or political "personal and advertising injury" arising out shown the Schedule, subject to the of operations performed for the federai following provisions: government, state or municipality; or I 1. This insurance applies only with respect to b. "Bodily injury" or "property damage" operations performed by you or on your behaif inciuded within the "products?completed for which the state or governmental agency or operations hazard?. subdivision or political subdivision has issued a permit or authorization. B. With respect to the insurance afforded to these additionai insureds, the following is added to Section - Limits Of Insurance: However: i a. The insurance afforded to sum additional lf coverage provided to the additional insured is I insured only applies to the extent permitted required by a contract or agreement, the most we by law, and will pay on behaif of the additional insured is the I b. If coverage provided to the additional amount of insurance: insured is required by a contract or 1 Re uired the contract ora moment or agreement, the insurance afforded to such additional insured will not be broader than 2- Available under. the applicapie .Limits 0f 1 that which you are required by the contract insurance shown in the Declarations, I or agreement to provide for such additional whichever is less. insured. This endorsement shaii not increase the applicable Limits of insurance shown in the Declarations. CG 20 12 04 13 insurance Services Office, inc, 2012 Page 1 of1 43601236 18-19 GL/Auto/xs 5 Ashley Brewster 8/10/2018 12:56:28 PM (PDT) Page 2 of 3 Neutron Holdings, Inc. DBA: Limebike IL001711 98 COMMON POLICY CONDITIONS A. Cancella?on 1. The ?rst Named Insured shown in the Declara- tions may cancel this policy by mailing or deliv? ering to us advance written notice of cancella- tion. 2. We may cancel this policy by mailing or deliver- ing to the first Named Insured written notice of cancellation at least: a. 10 days before the effective date of cancel? lation if we cancel tor nonpayment of pre- mium; or b. 30 days before the effective date of cancel~ lation if we cancel for any other reason. 3. We will mail or deliver our notice to the ?rst Named insured's lastmailing address known to us. 4. Notice of cancellation will state the effedive date of cancellation. The policy period will end on that date. 5. If this policy is cancelled, we will send the first Named Insured any premium refund due. if we cancel, the refund will be pro rate. If the first Named Insured cancels, the refund may be less than pro rats. The cancellation will be ef- fective even if we have not made or offered a refund. 6. if notice Is mailed, proof of mailing will be suf?- cient proof of notice. . Changes This policy contains all the agreements between you and us concerning the insurance afforded. The ?rst Named Insured shown in the Declarations ls authorized to make changes in the terms of this policy with our consent. This policy?s tenns can be amended Or waived only by endorsement issued by us and made a part of this policy. . Examination or Your Books And Records We may examine and audit your books and re? cords as they relate to this policy at any time dur- Ing the policy period and up to three years after- ward. D. inspections And Surveys 1. We have the right to: a. Make inspections and surveys at any time; Ail Coverage Parts Included in this policy are subject to the following conditions. b. Give you reports on the conditions we find; and c. Recommend changes. 2. We are not obligated to make any inspections, surveys, reports or recommendations and any such actions we do undertake relate only to in- surability and the premiums to be charged. We do not make safety inspections. We do not un- dertake to perform the duty of any person or organization to provide for the health or safety of workers or the public. And we do not warrant that conditions: a. Are safe or healthful; or to. Comply with laws, regulations, codes or standards. 3. Paragraphs 1. and 2. of this condition apply not only to us, but also to any rating, advisory, rate service or similar organization which makes in- surance Inspections, surveys, reports or rec? ommendations. 4. Paragraph 2. of this condition does not apply to any inspections, su'veys, reports or recom- mendations we may make reiatIVe to certifica- tion, under state or municipal statutes. ordi? nances or regulations, of boilers, pressure ves- sels or elevators. Premiums The first Named InsUred shown in the Declara- tions: 1. Is responsible for the payment of all premiums; and 2. Will be the payee for any return premiums we Pal/- Transfer Of Your Rights And Duties Under This Policy Your rights and duties under this policy may not be transferred without our written consent except in the case of death of an individual named inSUred. If you die, your rights and duties will be transferred to your legal representative but only while acting within the scope of duties as item legal representa- tive. Until yOur legal representative is appointed, anyone having proper temporary custody of your preperty will have yom rights and duties but only with respect to that property. Page Copyright, Insurance Services Of?ce, Inc., 1998 43601236 18?19 5 I Ashley Brewster 8/10/2018 12:56:28 PM (PDT) I Page 3 of 3