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HomeMy Public PortalAboutORD16147BILL NO. 2021-023 SPONSORED BY Councilmember Fitzwater ORDINANCE NO. AN ORDINANCE OF THE CITY OF JEFFERSON, MISSOURI ADDING A NEW ARTICLE TO THE TRANSPORTATION CODE AND APPROVING A FORM LICENSE AGREEMENT. NOW BE IT ENACTED BY THE COUNCIL OF THE CITY OF JEFFERSON, MISSOURI, AS FOLLOWS: Section 1. Chapter 34 (TRANSPORTATION) of the Jefferson City Code is amended by adding a new Article VII to read as follows: ARTICLE VII — SMALL VEHICLE SHARED ACTIVE TRANSPORTATION OPERATIONS Section 34-150. Definitions. For purposes of this Article, the terms listed in this Sections shall have the following meanings: a. "Company" shall mean the entity owning the Shared Active Transportation, its agents, contractors (including independent contractors) and every individual or entity retained by the Company to gather, monitor, or maintain Company's Small Vehicles. It shall also mean a person, Company, sole proprietorship, partnership, association, corporation, or governmental or nonprofit agency that is the named holder of a permit to operate a Shared Active Transportation Operation under this Rule. This term includes any employee, agent, or independent Company hired by the permit holder. b. "Extreme Weather" or "Inclement Weather" shall mean severe or unseasonal weather that may put users at risk. Conditions may include but are not limited to snow events, heavy rain, or icy conditions. "Frontage Zone" shall mean the area adjacent to the property line where transitions between public sidewalk and the space within building occurs. d. Furnishing Zone" shall mean that portion of the sidewalk used for street trees, landscaping, transit stops, street lights, and site furnishing. e. "No Parking Zone" shall mean a designated area or areas in which Small Vehicles may not be left at the conclusion of usage event. f. "No Ride Zone" shall mean a designated area or areas in which Small Vehicles may not be operated, whether through signage or control of the Small Vehicle via GPS positioning. g. "Parking Zone" shall mean a designated area or areas in which Small Vehicles are required to be left at the conclusion of the usage event. h. "Rider" shall mean any person using the Small Vehicle. i. "Right -of -Way" shall mean a general term denoting land, property or the interest therein, usually in the configuration of a strip, acquired for or devoted to transportation purposes. j. "Shared Active Transportation" shall mean a dockless network or system of Small Vehicles, placed in public right-of-way and for rent in short-term increments, that provides increased mobility options over short distances. k. "Shared Active Transportation Operation" shall mean Company's Shared Active Transportation as well as any incidental use or patronage thereof. 1. "Small Vehicle" shall mean dockless scooters, e -scooters, skateboards, bicycles, e- bikes, and other small wheeled vehicles designed specifically for shared -use and deployed by Company. in. "Throughway Zone" shall mean the portion of the sidewalk for pedestrian travel along the street. Section 34-151. License Agreement. Any company that desires to utilize the City's public rights-of-way for its Shared Active Transportation Operation shall first execute and maintain a License Agreement with the City. Such License Agreement shall be non-exclusive, shall function as a Company' business license, and shall be subject to all generally applicable procedures and requirements imposed on business licenses and licensees by Chapter 17 of the Jefferson City Code. Section 34-152 License Fee. In addition to any generally applicable taxes imposed by City's Code and state law, a Company shall remit a business license fee in the amount of twenty-five cents ($0.25) per ride which is initiated with the City's corporate limit, provided that there shall be a minimum business license fee of fifty dollars ($50) per month. Business license fees shall be paid monthly. Each payment shall be remitted to the City by no later than twenty (20) days after the end of a month and shall be submitted with sufficient documentation to show the basis of Companies calculation of the business license fee. Company shall be subject to audit provisions as may be set forth in the Chapter 17 of the Jefferson City Code. Section 34-153 Operation Standards. Small Vehicles shall be subject to the same regulations applicable to the operation of "Bicycles" as may be set forth elsewhere in the City Codes. In addition to such regulations, Small Vehicles that are used as part of a Shared Active Transportation Operation shall comply with the following additional regulations, which a Company shall provide detailed notice of to all Riders by means of signage and through a mobile or web application: a. Small Vehicles within business districts are to be ridden only on streets, and where available in bike lanes and not on a Throughway Zone, sidewalks, or other areas designated by City to be closed for Small Vehicle Traffic. b. Small Vehicles may be ridden within City parks or on City greenway trails which are a minimum of ten feet (10') wide. C. Small Vehicles are to be ridden to the right of street lanes and should offer the right-of- way to bicycles on bike lanes. d. Small Vehicles are not to be ridden on sidewalks. e. Riders must follow applicable rules of the road including observance of stop signs, stop lights, and yield signs. f. Riders must park Small Vehicles in accordance with the parking regulations in Section 34- 154. g. Riders are required to take a photo whenever they park their Small Vehicle at the end of a ride. h. Riding responsibly is required. i. Riders are limited to one person on a Small Vehicles at a time, unless otherwise designed and equipped for multiple riders. j. Riders may not tow an external wagon/sled or similar device while riding a Small Vehicle. k. Riders may not grab onto another motorized vehicle while a Small Vehicle is in use. 1. Rider may not operate a Small Vehicle in inclement weather including rain and snow, nor after inclement weather events (other than rain) prior to paved surfaces being fully restored to pre -weather conditions. in. Riders must dismount and walk Small Vehicles on sidewalks. n. Small Vehicles may not be operated in a City -designated No Ride Zone. o. Small Vehicles may not be parked in a City -designated No Parking Zone. P. Rider cannot ride a Small Vehicle while intoxicated. q. Riders must remain alert to their surroundings and free from distractions such as the use of headphones or mobile devices. r. Riders are at all times to operate the device in a manner consistent with City's Code of Ordinances, any other applicable laws. S. Riders are subject to City's Code of Ordinances and will be subject to penalties and enforcement for operating the device in a manner which violates City's Code of Ordinances. t. Small Vehicles should be equipped with front and back lights and those lights should be on while in operation. Section 34-154 Parking Regulations. A Company is solely responsible for its Small Vehicles and ensuring they are in compliance with the following guidelines for parking Small Vehicles: a. Small Vehicles shall not be parked in the street. b. Small Vehicles shall be parked in an upright position. C. Small Vehicles shall be parked in a manner so as not to block the Throughway Zone of the sidewalk, any curb ramp, any ADA ramp or access points, benches, fire hydrant, call box, or other emergency facility, or utility pole or box. At all times, the Small Vehicles shall be parked in a manner and location which ensures the Throughway Zone meets minimum ADA accessibility guidelines. In areas where no sidewalk exist, Small Vehicles shall be parked adjacent to the paved street surface. d. Small Vehicles shall be parked upright on hard surfaces in the Furnishing Zone of the sidewalk, beside a bicycle rack, transit stops, or in another area specifically designated by City for Small Vehicle parking which does not inhibit access. If parked on a transit stop, then Small Vehicles shall be parked in a manner that does not impede on the ADA minimum standards for access to the bus, including a clear length of ninety-six (96) inches minimum and a clear width of sixty (60) inches. e. No Small Vehicle may be parked in a manner that obstructs a minimum width of forty- eight (48) inches of clear space on the sidewalk. such a manner as to impede or interfere with the reasonable use of any commercial window display or access to or from any building or access to or from off-street parking lots or garages. f. Small Vehicles shall not be parked in such a manner as to impede or interfere with the reasonable use of any bicycle rack or news rack. g. Small Vehicles shall not be parked in the Furnishing Zone directly adjacent to or within the following areas such that access is impeded: i. Loading zones; ii. Disabled parking zones; iii. Street furnishings that requires pedestrian access (for example- benches, parking pay stations, bus shelters, transit information signs, etc.); iv. Curb ramps; V. Entryways; vi. Driveways; and vii. Portions of transit zones, including bus stops, shelters, passenger waiting areas and bus layover and staging zones, which would inhibit access. h. To the extent Company desires to park Small Vehicles in areas other than the public right- of-way, Company must first obtain the right to do so from the appropriate property owner, or public agency and shall communicate this right to Riders through signage approved by the respective entity and/or through a mobile or web application. To the extent Company desires to park Small Vehicles on city property other than right-of-way, Company must first obtain written consent granting the right to do so from the City (or the City's Parks and Recreation Commission if such property is park property). i. The City may create and update a list of Parking Zones and the Company is responsible for complying with and incorporating the Parking Zones into their program within three (3) business days after notification by the City. Section 3. The City Administrator is authorized to execute License Agreements with any Company who wishes to utilize the public rights-of-way for Small Vehicle Shared Active Transportation Operations which are substantially in the form set forth in Exhibit A Section 4. This Ordinance shall be in full force and effect from and after the date of its passage and approval. Passed: _Ja� zr,) Approved: 22- ZU`Z( Presiding Officer Mayor Carrie Tergin ATTEST: APPROVED AS TO FORM: City lerk City t�* ey LICENSE AGREEMENT FOR IMPLEMENTATION OF A SHARED ACTIVE TRANSPORTATION OPERATION THIS LICENSE AGREEMENT (hereinafter "Agreement") is by and between the City of Jefferson, Missouri (hereinafter "City"), a municipal corporation whose address is 320 E, McCarty, Jefferson City, MO 65101 and (hereinafter "Company"), a corporation with the authority to transact business within the State of Missouri and whose registered agent address is entered into on the date of the last signatory below (hereinafter "Effective Date"). City and Company are each individually referred to herein as a "Party" and collectively as the "Parties." WITNESSETH: WHEREAS, Company wishes to immediately implement its Shared Active Transportation Operation within Jefferson City corporate boundaries; and WHEREAS, City wishes to allow for a low-cost transportation option for the City's residents and visitors including opportunities for transportation, recreation, and fitness; and WHEREAS, Company's Shared Active Transportation Operation requires use of the City's right-of-way; and WHEREAS, The Parties understand that this Agreement will be an operating agreement that will be renegotiated in three (3) years at which time there will be more comprehensive requirements included; NOW, THEREFORE, in consideration of the mutual covenants set out in this Agreement and for other good and valuable consideration (the receipt and sufficiency of which is hereby acknowledged), the Parties agree as follows: Section 1. Scope of Agreement. The purpose of this Agreement is to establish rules and regulations governing Company's Shared Active Transportation Operation within the City to ensure that such Shared Active Transportation Operation is managed in a manner consistent with the safety and well-being of pedestrians, bicyclists, motorists, and other users of City's right-of- way. Section 2. Term and Subject to Appropriations 2.1 Term. The initial term of this Agreement, unless earlier terminated as provided for herein, shall be one (1) year commencing on the Effective Date. Thereafter, the term of this Agreement shall be subject to automatic renewals, unless earlier terminated as provided for herein, for successive (1) year terms. In no event shall this Agreement be binding on the Parties beyond three (3) years from the Effective Date. 2.2 Subject to Appropriations. Parties understand that this Agreement is subject to appropriation. City may terminate this Agreement upon giving thirty (30) days' notice if it believes it does not have adequate appropriations to meet the terms of this Agreement. 1 Section 3. Definitions. (a) "Allotment" shall mean the maximum number of permitted Small Vehicles that a Company is allowed to have available at any single point in time per day. (b) "Application Programming Interface (API)" shall mean a set of functions and procedures allowing the creation of applications that access the features or data of an operating system, application, or other service. (c) "Applicant" shall mean an entity that formally applies for the Shared Scooter permit but has yet to obtain a permit. (d) "Company" shall mean the entity owning the Shared Active Transportation, its agents, contractors (including independent contractors) and every individual or entity retained by the Company to gather, monitor, or maintain Company's Small Vehicles. It shall also mean a person, Company, sole proprietorship, partnership, association, corporation, or governmental or nonprofit agency that is the named holder of a permit to operate a Shared Active Transportation Operation under this Rule. This term includes any employee, agent, or independent Company hired by the permit holder. (e) "Director" shall mean the City of Jefferson Director of Public Works. (f) "Extreme Weather" or "Inclement Weather" shall mean severe or unseasonal weather that may put users at risk. Conditions may include but are not limited to snow events, heavy rain, or icy conditions. (g) "Fleet" shall mean all of Company's small vehicles in operation within City's corporate boundaries at any one time. (h) "Frontage Zone" shall mean the area adjacent to the property line where transitions between public sidewalk and the space within building occurs. (i) "Furnishing Zone" shall mean that portion of the sidewalk used for street trees, landscaping, transit stops, street lights, and site furnishing. 0) "Geofence" or "Geofencing" shall mean a virtual geographic boundary, defined by GPS or RFID technology that enables software to trigger a response when a mobile device enters or leaves a particular area. (k) "No Parking Zone" shall mean a designated area or areas in which Small Vehicles may not be left at the conclusion of usage event. (1) "No Ride Zone" shall mean a designated area or areas in which Small Vehicles may not be operated, whether through signage or control of the Small Vehicle via GPS positioning. 2 (m) "Parking Zone" shall mean a designated area or areas in which Small Vehicles are required to be left at the conclusion of the usage event. (n) "Rider" shall mean any person using the Small Vehicle. (o) "Right -of -Way" shall mean a general term denoting land, property or the interest therein, usually in the configuration of a strip, acquired for or devoted to transportation purposes. When used in this context, right-of-way includes the roadway, shoulders or berm, ditch and slopes, extending the right-of-way limits under the control of the state or local authority. (p) "Shared Active Transportation" shall mean a dockless network or system of Small Vehicles, placed in public right-of-way and for rent in short-term increments, that provides increased mobility options over short distances. (q) "Shared Active Transportation Operation" shall mean Company's Shared Active Transportation as well as any incidental use or patronage thereof. (r) "Small Vehicle" shall mean dockless scooters, e -scooters, skateboards, bicycles, e- bikes, and other small wheeled vehicles designed specifically for shared -use and deployed by Company. (s) "Throughway Zone" shall mean the portion of the sidewalk for pedestrian travel along the street. Section 4. Company Responsibilities. 4.1. Licensure. Company agrees to enter into this Agreement as a condition precedent to receiving a business license from City, together with any other requirements necessary to conduct Shared Active Transportation in City. Company shall remain in good standing with the City and State of Missouri through the course of the Company's Shared Active Transportation Operation in City. 4.2. Contact Information for Public. Company shall provide easily visible contact information, including a twenty-four (24) hour toll free phone number and email address on each Small Vehicle for use by members of the public to report safety concerns, complaints, or to ask questions. 4.3. Contact Information for City. Company shall also provide the City with contact information of a locally -based manager/operations staff with decision making power who can respond to City requests, emergencies, and other issues twenty-four (24) hours a day seven (7) days a week. 4.4. Time for corrective actions. Company shall respond to public, Rider, or City requests for rebalancing, reports of incorrectly parked Small Vehicles, or reports of unsafe/inoperable Small Vehicles by relocating, re -parking, or removing Small Vehicles completely within two (2) hours of receiving written or oral notice. City representatives or their designees may relocate, re -park, or adjust incorrectly parked or unsafe/inoperable Small Vehicles without providing notice to Company. In the event a Small Vehicle is not relocated, re -parked, or removed within the timeframe specified herein, or any Small Vehicle is parked in one location for more than seventy-two (72) hours without moving, such Small Vehicle may be removed by City personnel or their designees and taken to a City facility for storage at the expense of the Company. Notwithstanding the foregoing, City reserves the right to impound Small Vehicles that may impact with the health, safety, or welfare of City residents or visitors or is placed or operated in a manner that violates the terms of this Agreement without notice to Company and at the expense of the Company. The City shall not be responsible for any damage to any Small Vehicle impounded or taken into storage and City is under no obligation to safe - keep any such vehicles. 4.5 Fleet size. Company shall begin operations in Jefferson City, Missouri corporate limits with a Fleet of () Small Vehicles. During the term of this Agreement, Company may not reduce the size of its Fleet below () Small Vehicles without written notification to City, provided at least seven (7) days before the reduction is to occur. Company shall not increase the size of its Fleet beyond () Small Vehicles without City approval pursuant to Section 5 of this Agreement. However, City may deny a request to increase the Fleet size as described herein if in its sole discretion it determines that an increase would not be in the best interest of the public health, safety, or welfare. 4.6 License Fee. In addition to any generally applicable taxes imposed by City's Ordinances and state law, Company shall remit a business license fee in the amount of twenty-five cents ($0.25) per ride which is initiated with the City's corporate limit, provided that there shall be a minimum business license fee of fifty dollars ($50) per month. Business license fees shall be paid monthly. Each payment shall be remitted to the City by no later than twenty (20) days after the end of a month and shall be submitted with sufficient documentation to show the basis of Companies calculation of the business license fee. Company shall be subject to audit provisions as may be set forth in the City Code of Ordinances. 4.7 Parking Regulations. Company acknowledges and agrees that Company is solely responsible for its Small Vehicles and ensuring they are in compliance with the following guidelines for parking Small Vehicles: i. Small Vehicles shall not be parked in the street. ii. Small Vehicles shall be parked in an upright position. iii. Small Vehicles shall be parked in a manner so as not to block the Throughway Zone of the sidewalk, any curb ramp, any ADA ramp or access points, benches, fire hydrant, call box, or other emergency facility, or utility pole or box. At all times, the Small Vehicles shall be parked in a manner and location which ensures the Throughway Zone meets minimum ADA accessibility guidelines. In areas where 2 no sidewalk exist, Small Vehicles shall be parked adjacent to the paved street surface. iv. Small Vehicles shall be parked upright on hard surfaces in the Furnishing Zone of the sidewalk, beside a bicycle rack, transit stops, or in another area specifically designated by City for Small Vehicle parking which does not inhibit access. If parked on a transit stop, then Small Vehicles shall be parked in a manner that does not impede on the ADA minimum standards for access to the bus, including a clear length of ninety-six (96) inches minimum and a clear width of sixty (60) inches. V. No Small Vehicle may be parked in a manner that obstructs a minimum width of forty-eight (48) inches of clear space on the sidewalk. such a manner as to impede or interfere with the reasonable use of any commercial window display or access to or from any building or access to or from off-street parking lots or garages. vi. Small Vehicles shall not be parked in such a manner as to impede or interfere with the reasonable use of any bicycle rack or news rack. vii. Small Vehicles shall not be parked in the Furnishing Zone directly adjacent to or within the following areas such that access is impeded: a. Loading zones; b. Disabled parking zones; C. Street furnishings that requires pedestrian access (for example- benches, parking pay stations, bus shelters, transit information signs, etc.); d. Curb ramps; e. Entryways; f. Driveways; and g. Portions of transit zones, including bus stops, shelters, passenger waiting areas and bus layover and staging zones, which would inhibit access. viii. To the extent Company desires to park Small Vehicles in areas other than the public right-of-way, Company must first obtain the right to do so from the appropriate property owner, or public agency and shall communicate this right to Riders through signage approved by the respective entity and/or through a mobile or web application. To the extent Company desires to park Small Vehicles on city property other than right-of-way, Company must first obtain written consent granting the right to do so from the City (or the City's Parks and Recreation Commission if such property is park property). ix. The City may create and update a list of Parking Zones and the Company is responsible for complying with and incorporating the Parking Zones into their program within three (3) business days after notification by the City. 4.8 Monitors. Company shall at its own expense initiate a program in City within thirty (30) days of the Effective Date to run throughout the duration of this Agreement that enlists employees, contractors, volunteers, or any other person Company deems appropriate to monitor Small Vehicles and ensure compliance on behalf of Company with the Parking Regulations established in Section 4 of this Agreement. 4.9 Notice. Company shall provide detailed notice to all Riders by means of signage and through a mobile or web application that: 5 i. Small Vehicles within business districts are to be ridden only on streets, and where available in bike lanes and not on a Throughway Zone, sidewalks, or other areas designated by City to be closed for Small Vehicle Traffic. ii. Small Vehicles may be ridden within City parks or on City greenway trails which are a minimum of ten feet (10') wide. iii. Small Vehicles are to be ridden to the right of street lanes and should offer the right- of-way to bicycles on bike lanes. iv. Small Vehicles are not to be ridden on sidewalks. V. Riders must follow applicable rules of the road including observance of stop signs, stop lights, and yield signs. vi. Riders must park Small Vehicles in accordance with the parking regulations in Section 4. vii. Riders are required to take a photo whenever they park their Small Vehicle at the end of a ride. viii. Riding responsibly is required. ix. Riders are limited to one person on a Small Vehicles at a time, unless otherwise designed and equipped for multiple riders. X. Riders may not tow an external wagon/sled or similar device while riding a Small Vehicle. xi. Riders may not grab onto another motorized vehicle while a Small Vehicle is in use. xii. Rider may not operate a Small Vehicle in inclement weather including rain and snow, nor after inclement weather events (other than rain) prior to paved surfaces being fully restored to pre -weather conditions. xiii. Riders must dismount and walk Small Vehicles on sidewalks. xiv. Small Vehicles may not be operated in a City -designated No Ride Zone. xv. Small Vehicles may not be parked in a City -designated No Parking Zone. xvi. Rider cannot ride a Small Vehicle while intoxicated. xvii. Riders must remain alert to their surroundings and free from distractions such as the use of headphones or mobile devices. xviii. Riders are at all times to operate the device in a manner consistent with City's Code of Ordinances, any other applicable laws. xix. Riders are subject to City's Code of Ordinances and will be subject to penalties and enforcement for operating the device in a manner which violates City's Code of Ordinances. xx. Small Vehicles should be equipped with front and back lights and those lights should be on while in operation. 4.10 Data Sharing. Company agrees to provide data to City related to the utilization of Small Vehicles. Company will provide real-time data feeds via API, monthly reports, and upon request, to the City displaying trip information including but not limited to the following: Aggregated reports on system use, compliance, operations, including but not limited to parking complaints, crashes, damaged or lost Small Vehicles, utilization rates, total trips by day of week and time of day, origins & destination information for all trips, trips per Small Vehicle by day of week and time of day, average trip distance, parking compliance at designated zones and at transit and bus stops, incidents of Small Vehicle theft and 2 vandalism, Small Vehicle maintenance reports, payment method information. Anonymized/de-identified demographic data, such as age cohort, gender, general trip purpose, etc., collected by Company shall be provided to City on a monthly basis, or upon request. Company shall make available to City any information from private entities related to requests for Small Vehicles not to be used or parked at a private location on a monthly basis, or upon request. Any data shared by Company with City will comply with Company's terms of service and privacy agreement with Riders and will not reveal proprietary information that puts at risk Company or its employees, agents, or Riders. Company will be expected to comply with all data sharing requirements in order to remain compliant with this Agreement. City in its sole discretion may determine if Company has failed to comply with the data sharing requirements. Company's failure to comply may result in Default or Termination of this Agreement as described herein. 4.11 Speed. Small Vehicles which do not rely solely on human propulsion and are equipped with an electric motor that is capable of propelling the device shall be governed at a speed not to exceed fifteen (15) miles per hour on a paved level surface unless otherwise required herein. 4.12 Geofence. City may designate temporary or permanent Parking Zones, No Parking Zones, No Ride Zones, or reduced speed zones. Company must create a Geofence or an equivalent to overlap the designated zones within forty-eight (48) hours of receiving notice from the City. In reduced speed zones, the City may set the speed limit for Small Vehicles at a speed they deem appropriate. The Geofence or equivalent shall safely and remotely reduce Small Vehicle speeds to below the reduced speed limit upon entering a reduced speed zone or a No Ride Zone. The City may update geofencing requirements at any time. Geofencing must: i. Be displayed in the Company's mobile and web applications. ii. Prevent Riders from ending a trip in a No Parking Zone. iii. Notify Riders they are attempting to end a trip in a No Parking Zone. iv. Safely reduce the speed of Small Vehicles entering a No Ride Zone. V. Notify Riders if they have entered a No Ride Zone. vi. Safely reduce the speed of Small Vehicles entering a reduced speed zone. vii. Notify Riders if they have entered a reduced speed zone. 4.13 Education and Outreach. Company shall provide education to Small Vehicle Riders on City's existing rules and regulations, safe and courteous riding, and proper parking. Company shall provide this educational material to City for review prior to disseminating the information to Riders. Company shall also provide City specific information through Company's mobile or web application that explains the terms of service, user instructions, privacy policies, fees, penalties, unexpected charges, and local management and operations contact information. 4.14 Daily Removal. Company shall halt its Shared Active Transportation Operation completely daily by 11:00 pm (CST). Small Vehicles shall remain inactive until 4:00 am (CST) of the following day. 7 4.15 Inclement Weather. On days where inclement weather (rain or snow) is anticipated, Company will halt its Shared Active Transportation Operation completely. On days where snow is anticipated, Company shall remove its Small Vehicles from City rights-of-way. Company agrees to hold the City harmless for damage to Small Vehicles caused by City's snow removal operations and for any damage caused to City vehicles by improper location and removal of Small Vehicles. 4.16 Environment. Company shall embrace transparency in recycling efforts and recycle or otherwise dispose of Small Vehicles and Small Vehicle parts in an environmentally - friendly manner at end of life cycle. 4.17 User Equity. Company shall implement and submit a marketing and outreach plan at its own cost to promote the use of Small Vehicles in neighborhoods currently underserved by Small Vehicles (initially defined as less than 10 units per square mile, subject to change at the City's discretion) including offering an affordable option that does not require the user to access the service via a smartphone application for any customer with an income level at or below 200% of the federal poverty guidelines. Section 5. City Obligations. 5.1 Use of Right -of -Way. City agrees to allow Company, its representatives, employees, consultants and contractors, non-exclusive use of those portions of the public right -of way reasonably necessary for operation of Company's Shared Active Transportation Operation, but subject to the limitations imposed by the City's Code of Ordinances and the terms of this Agreement. The grant of this use shall not constitute a conveyance of any interest in the public right of way. Notwithstanding anything herein, the Parties agree that City shall have the right to work within and restrict access to portions of the right-of-way, whether by its own forces or contracted forces. 5.2 Fleet Size Approval. City may, at its sole discretion, jointly approve and permit reasonable increases to Company's Fleet based on utilization of the Fleet at three (3) or more rides per day and Company adherence to City Code, and the terms of this Agreement. City may deny any increase for more Small Vehicles if City in its sole discretion believe that an increase is not in the best interest of the safety, health, or welfare of their residents or visitors. Section 6. Signage. Company agrees that as it relates to all signage on Small Vehicles, it will abide by applicable local, state, and federal law relating to signs. The Small Vehicles are not a public forum for public debate or discourse. Company agrees that in addition to any restrictions set forth by City ordinance, the content of any sign located on Company's' Small Vehicles will not include any message that is illegal, obscene, libelous or fraudulent. A violation of this Section shall be cause for City to terminate this Agreement if said violation is not corrected within twenty-four (24) hours' notice to Company. The determination that there has been a violation of these signage guidelines shall be solely at City's discretion. Section 7. Default or Termination. 7.1 Except where specifically provided otherwise in this Agreement, in the event the Company shall default in any of the covenants, agreements, commitments, or conditions herein, or if any of the conditions set forth herein shall occur, and any such default shall continue unremedied for a period of three (3) business days after written notice thereof to Company, City may, at its option and in addition to all other rights and remedies which they may have at law or equity against Company, including expressly the specific enforcement hereof and the enforcement of City ordinances, have the cumulative right to immediately terminate this contract and all rights of Company under this Agreement. 7.2 Notwithstanding anything to the contrary herein, City may suspend or terminate this Agreement at any time if City finds, in its sole discretion, that Company's Shared Active Transportation Operation is not in the best interest of the health, safety, or welfare of City residents and visitors. 7.3 Company's obligation with regards to indemnification as provided in Section 12 of this Agreement shall survive the expiration or termination of this Agreement with regards to any claims arising during such time as this Agreement was in effect. Section 8. Removal of Small Vehicles. Upon instances of Default or Termination under Section 7, Company shall remove its Small Vehicles from the right -of- way and City property within two (2) days of being notified of termination by City. If Company fails to remove the Small Vehicles upon due notice, any remaining Small Vehicles may be removed by City at Company's expense. Company shall not be entitled to damages for the removal of Small Vehicles by City. Company agrees to hold the City harmless for any damage to Small Vehicles caused by City's removal and or storage of such vehicles. Section 9. Maintenance of Small Vehicles. Company shall maintain its Small Vehicles in a good working manner. In the event a safety or maintenance issue is reported for a specific Small Vehicle, that Small Vehicle shall be made unavailable to users and shall be removed within the timeframes provided herein. Any inoperable or unsafe Small Vehicle shall be repaired before it is placed back in service. City shall not have any obligations with regards to the maintenance of Company's Small Vehicles. Section 10. Impounding. Company agrees to the following penalties and procedure for those Small Vehicles subject to impounding as described herein. City may remove a Small Vehicle that impacts with the health, safety, or welfare of City residents or visitors and may store the impounded Small Vehicles at a location convenient for the City. City may, in its sole discretion, provide photographic or written documentation to Company of the violation. However, such documentation is not required and shall not be a condition precedent before City may enforce the terms herein. City may assess a penalty of one hundred dollars ($100.00) for each Small Vehicle it impounds. City shall notify the Company of the impounded Small Vehicles and their location. In such instances, Company shall retrieve Small Vehicles from City within twenty-four (24) hours of receiving notice. Company will be responsible for paying a performance bond for each Small 0 Vehicle deployed in City as further described herein. Company is responsible for paying storage costs of fifty dollars ($50.00) per day, penalties, and all other expenses related to the impounding before having the Small Vehicles returned. If Company does not retrieve the Small Vehicles within (24) hours of receiving notice, City may draw upon the performance bond to recover costs to City and may dispose of Small Vehicles at Company's expense within seventy-two (72) hours of providing notice. City may invoice the Company for the cost of disposal and Company agrees to pay the invoice within ten (10) days of receipt. Section 11. Performance Bond. Company will be responsible for paying into a public property repair and maintenance performance bond, or similar bond, that the City can draw upon as needed for costs associated with auditing, removing, and storing impounded Small Vehicles. The Performance Bond fee shall be four dollars ($4.00) per Small Vehicle deployed in the City as of the Effective Date. Performance Bond fees will be due at the time of issuance of a Business License. Company shall amend and pay the Performance Bond fee for every additional Small Vehicle the City allows to be deployed within the City of Jefferson. Failure to pay the Performance Bond amount may result in Default or Termination as described herein. Section 12. Insurance. Company agrees to maintain for the duration of this Agreement, on a primary basis and at its sole expense, the following insurance coverages, limits, including endorsements described herein. The requirements contained herein, as well as City review or acceptance of insurance maintained by Company is not intended to, and shall not in any manner limit or qualify the liabilities or obligations assumed by Company under the Agreement. Coverage to be provided as follows by a carrier with A.M. Best minimum rating of A -VIII: i. Workers' Compensation & Employers Liability. Company shall maintain Workers' Compensation in accordance with Missouri State Statutes or provide evidence of monopolistic state coverage. Employers Liability with the following limits: $1,000,000 each accident, disease each employee and disease policy limit. ii. Commercial General Liability. Company shall maintain Commercial General Liability at a limit of not less than $1,000,000 Each Occurrence, $3,000,000 Annual Aggregate. Coverage shall not contain any endorsement(s) excluding nor limiting Product/Completed Operations, Contractual Liability or Cross Liability. iii. Business Auto Liability. Company shall maintain Business Automobile Liability at a limit not less than $2,000,000 Each Occurrence. Coverage shall include liability for Owned, Non -Owned & Hired automobiles. In the event Company does not own automobiles, Company agrees to maintain coverage for Hired & Non -Owned Auto Liability, which may be satisfied by way of endorsement to the Commercial General Liability policy or separate Business Auto Liability policy. iv. Company may satisfy the minimum liability limits required for Commercial General Liability or Business Auto Liability under an Umbrella or Excess Liability policy. There is no minimum per occurrence limit of liability under the Umbrella or Excess Liability; however, the Annual Aggregate limit shall not be less than the highest "Each Occurrence" limit for either Commercial General Liability or Business Auto Liability. Company agrees 10 to endorse the City as an Additional Insured on the Umbrella or Excess Liability, unless the Certificate of Insurance state the Umbrella or Excess Liability provides coverage on a "Follow -Form" basis. V. The City of Jefferson, its elected officials and employees are to be Additional Insured with respect to the terms to which these insurance requirements pertain. A certificate of insurance evidencing all coverage required is to be provided at least 10 days prior to the Effective Date of the Agreement between the Company, the City. Company is required to maintain coverages as stated and required to notify the City of a Carrier Change or cancellation within two (2) business days. The City reserves the right to request a copy of the policy. vi. The Parties hereto understand and agree that the City is relying on, and do not waive or intend to waive by any provision of this Agreement, any monetary limitations or any other rights, immunities, and protections provided by the State of Missouri, as from time to time amended, or otherwise available to the City, or its elected and appointed officials or employees. vii. Failure to maintain the required insurance in force may be cause for termination of the Agreement. In the event Company fails to maintain and keep in force the required insurance or to obtain coverage from its subcontractors, the City shall have the right to cancel and terminate the Agreement without notice. viii. The insurance required by the provisions of this article is required in the public interest and the City do not assume any liability for acts of the Company and/or their employees and/or their subcontractors in the performance of this Agreement. Section 13. Miscellaneous. 13.1. Hold Harmless and Indemnification Agreement. To the fullest extent not prohibited by law, Company shall indemnify and hold harmless City, its directors, officers, agents, and employees from and against all claims, damages, losses, and expenses (including but not limited to attorney's fees) arising by reason of any act or failure to act, negligent or otherwise of Company, of any subcontractors (meaning anyone including but not limited to contractors having a contract with Company) or a subcontractors for part of the services), of anyone directly or indirectly employed by Company or by any subcontractors, or anyone for whose acts Company or its subcontractors may be liable, in connection with manufacturing Small Vehicles or providing Shared Active Transportation services. This provision does not, however, require Company to indemnify, hold harmless, or defend City its directors, officers, agents, and employees from their own negligence. 13.2. No Waiver of Immunities. In no event shall the language of this Agreement constitute or be construed as a waiver or limitation for either Party's rights or defenses with regard to each Party's applicable sovereign, governmental, or official immunities and protections as provided by federal and state constitution or laws. 11 13.3. Governing Law and Venue. This Agreement shall be governed, interpreted, and enforced in accordance with the laws of the State of Missouri and/or the laws of the United States, as applicable. The venue for all litigation arising out of, or relating to this Contract, shall be in Cole County, Missouri, or if there is jurisdiction, in the United States Western District of Missouri. The Parties hereto irrevocably agree to submit to the exclusive jurisdiction of such courts in the State of Missouri. 13-4. Unauthorized Aliens Prohibited. Company shall comply with Missouri Revised Statute Section 285.530 in that Company shall not knowingly employ, hire for employment, or continue to employ an unauthorized alien to perform work within the state of Missouri. As a condition for the award of this Agreement, Company shall by sworn affidavit and provision of documentation, affirm its enrollment and participation in a federal work authorization program with respect to the employees working in connection with the contracted services. Company shall sign an affidavit affirming that it does not knowingly employ any person who is an unauthorized alien in connection with the contracted services. Company shall require all subcontractors to observe the requirements of this Section and shall obtain a Work Authorization Affidavit from each subcontractor performing any of the contracted services. 13.5. General Laws. Company shall comply with all applicable federal, state and local laws, rules, regulations and ordinances. 13.6. Notices. Any notice, demand, request, or communication required or authorized by this Agreement, unless otherwise specified herein, shall be delivered either by hand, facsimile, overnight courier or mailed by certified mail, return receipt request, with postage prepaid to: IF TO CITY: IF TO COMPANY: City of Jefferson, Missouri Attn: City Administrator 320 E. McCarty Jefferson City, MO 65101 With a copy to: City of Jefferson, Missouri Attn: City Attorney 320 E. McCarty Jefferson City, MO 65101 Any notice not expressly required to be given otherwise by this Agreement, must be given in writing and shall be signed by or on behalf of the Party giving notice. The notice shall be deemed to have been completed when sent by certified or registered mail to the other Party at the address set forth herein, or delivered in person to said Party or their authorized representative. 12 13.7. No Third -Party Beneficiary. No provision of this Agreement is intended to nor shall it in any way inure to the benefit of any customer, property owner or any other third party, so as to constitute any such person a third -party beneficiary under this Agreement. 13.8. Amendment. No amendment, addition to, or modification of any provision hereof shall be binding upon the Parties, and neither Party shall be deemed to have waived any provision or any remedy available to it, unless such amendment, addition, modification or waiver is in writing and signed by a duly authorized officer or representative of the applicable Party or Parties 13.10. Entire Agreement. This Agreement represents the entire and integrated agreement between the Parties relative to the contracted services herein. All previous or contemporaneous contracts, representations, promises and conditions relating to the contracted services herein are superseded. [SIGNATURES ON FOLLOWING PAGE] 13 IN WITNESS WHEREOF, the parties hereto have executed this Agreement by their duly authorized representatives as of the date of the last signatory to this Agreement. ATTEST: ME Emily Donaldson, City Clerk APPROVED AS TO FORM: 1.2 Ryan Moehlman City Attorney ATTEST: wo CITY OF JEFFERSON, MISSOURI wo Steven S. Crowell Jr., City Administrator Date: COMPANY By: Name: Date: 14