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Home My WebLink AboutRFP - 10155 Shared MicromobilityRFP 10155 Shared Micromobility Page 1 of 52 REQUEST FOR PROPOSAL 10155 SHARED MICROMOBILITY RFP DUE: 3:00 PM MT (Mountain Time), October 27, 2025 The City of Fort Collins (City) and Colorado State University (CSU) are requesting proposals from qualified Service Providers to submit a proposal to develop, install, own, distribute, operate and maintain a shared micromobility system. Submittals that do not accommodate both bike share and scooter share will not be considered. As part of the City’s commitment to sustainability, proposals must be submitted online through the Rocky Mountain E-Purchasing System (RMEPS) at http://www.bidnetdirect.com/colorado/city- of-fort-collins. Note: please ensure adequate time to submit proposals through RMEPS. Proposals not submitted by the designated Opening Date and Time will not be accepted by RMEPS. All questions should be submitted, in writing via email, to Ed Bonnette, CPM, CPPB, Senior Buyer at ebonnette@fcgov.com, with a copy to Rachel Ruhlen, Project Manager, at RRuhlen@fcgov.com , no later than 3:00 PM MT on August 29, 2025. Please format your e- mail to include: RFP 10155 SHARED MICROMOBILITY in the subject line. Questions received after this deadline may not be answered. Responses to all questions submitted before the deadline will be addressed in an addendum and posted on the Rocky Mountain E-Purchasing System webpage. Rocky Mountain E-Purchasing System hosted by BidNet A copy of the RFP may be obtained at http://www.bidnetdirect.com/colorado/city-of-fort-collins. This RFP has been posted utilizing the following Commodity Code(s): 80534 Bicycles and Tricycles, All Types 95222 Community Service Campaigns (Bicycle Share Programs) 97550 Motorcycles, Motor Scooters and Trucksters 98116 Athletic Equipment and Sporting Goods and Accessories Rental or Lease 98161 Recreational, Park, Picnic and Playground Equipment and Accessories Rental or Lease Prohibition of Unlawful Discrimination: The City of Fort Collins, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. §§ 2000d to 2000d- 4) and the Regulations, hereby notifies all bidders that it will affirmatively ensure that any contract entered into pursuant to this advertisement, disadvantaged business enterprises will be afforded full and fair opportunity to submit bids in response to this invitation and will not be discriminated against on the grounds of race, color, or national origin in consideration for an award. The City strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. For the purpose of this policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The City also strictly prohibits unlawful harassment in the workplace, including sexual Financial Services Purchasing Division 215 N. Mason St. 2nd Floor PO Box 580 Fort Collins, CO 80522 970.221.6775 970.221.6707 fcgov.com/purchasing RFP 10155 Shared Micromobility Page 2 of 52 harassment. Further, the City strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The City requires its Service Providers to comply with the City’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party Service Providers and their subcontractors/subconsultants at every tier. Public Viewing Copy: The City is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1 et seq. (“CORA”). Any proposals submitted hereunder are subject to public disclosure by the City pursuant to CORA and City ordinances. Service Providers may submit one (1) additional complete proposal clearly marked “FOR PUBLIC VIEWING.” In this version of the proposal, Service Providers may redact text and/or data that it deems confidential or proprietary pursuant to CORA. All pricing will be considered public records subject to disclosure under CORA and as such pricing cannot be redacted from the “FOR PUBLIC VIEWING” version of the proposal. Failure to provide a public viewing copy will be considered a waiver of any claim of confidentiality under CORA without regard to how the applicant’s proposal or certain pages of the proposal are marked confidential, proprietary, or similar. Such statement does not necessarily exempt such documentation from public disclosure if required by CORA, by order of a court of appropriate jurisdiction, or other applicable law. Generally, under CORA, trade secrets, confidential commercial information and financial data information may not be disclosed by the City. Proposals may not be marked “Confidential” or ‘Proprietary’ in their entirety. By responding to this RFP, Service Provider hereby waives any and all claims for damages against the City for the City’s good faith compliance with CORA. All provisions and pricing of any contract resulting from this request for proposal will be public information. Service Providers Registration: The City requires new Service Providers receiving awards from the City to submit IRS form W-9 and requires all Service Providers to accept Direct Deposit (Electronic) payment. If needed, the W-9 form and the Vendor Direct Deposit Authorization Form can be found on the City’s Purchasing website at www.fcgov.com/purchasing under Vendor Reference Documents. Please do not submit these documents with your proposal, however, if you take exception to participating in Direct Deposit (Electronic) payments please clearly note such in your proposal as an exception. The City may waive the requirement to participate in Direct Deposit (Electronic) payments at its sole discretion. Sales Prohibited/Conflict of Interest: No officer, employee, or member of City Council, shall have a financial interest in the sale to the City of any real or personal property, equipment, material, supplies or services where such officer or employee exercises directly or indirectly any decision-making authority concerning such sale or any supervisory authority over the services to be rendered. This rule also applies to subcontracts with the City. Soliciting or accepting any gift, gratuity favor, entertainment, kickback or any items of monetary value from any person who has or is seeking to do business with the City of Fort Collins is prohibited. Collusive or Sham Proposals: Any proposal deemed to be collusive or a sham proposal will be rejected and reported to authorities as such. Your authorized signature of this proposal assures that such proposal is genuine and is not a collusive or sham proposal. The City of Fort Collins reserves the right to reject any and all proposals and to waive any irregularities or informalities. RFP 10155 Shared Micromobility Page 3 of 52 Utilization of Award by Other Agencies: The City of Fort Collins reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts to utilize the resulting award under all terms and conditions specified and upon agreement by all parties. Usage by any other entity shall not have a negative impact on the City of Fort Collins in the current term or in any future terms. The selected Service Provider shall be required to sign the City’s and CSU’s respective Agreements prior to commencing services (see samples attached to this document). Sincerely, Gerry Paul Purchasing Director RFP 10155 Shared Micromobility Page 4 of 52 I. BACKGROUND & OBJECTIVE / OVERVIEW A. Objective The City of Fort Collins (City) and Colorado State University (CSU) are requesting proposals from qualified Service Providers to develop, install, own, operate and maintain a shared micromobility system. Submittals that do not accommodate both bike share and scooter share will not be considered. The City and CSU intend to select a single Service Provider and the ideal program will incorporate state-of-the-art information technology with shared micromobility vehicles as a transportation choice other than single occupancy vehicle trips for residents, employees, and visitors. The system will be owned and operated by the successful applicant (hereinafter Service Provider) for an initial one- or multi-year term with option to renew for additional terms with a desired launch date in July 2026. The program will hereafter be referred to as shared micromobility. The program will build on the success of Fort Collins’ current shared e-bikes/e-scooters and its previous shared micromobility. The City’s previous shared micromobility began in 2008 with the Fort Collins Bike Library, with a primary goal of expanding the fleet size and increasing system density. The contract for Fort Collins’ current shared micromobility (Spin), launched in July 2021. The end date of the current Spin contract is June 30, 2026. With the rapidly evolving shared micromobility industry, the City and CSU will utilize this opportunity to ensure Fort Collins’ shared micromobility provides the optimal solution for the community and best achieves the program goals. The City and CSU are open to a wide variety of innovative shared micromobility solutions to achieve the goals set forth in this RFP. The City and CSU each plan to award the selected Service Provider separate and independent Service Agreements. Shared Micromobility Objectives The City and CSU seek to build on the success of their previous shared micromobility programs and grow shared micromobility ridership in the community. The Service Provider’s ability to support achievement of the primary program goals stated below and demonstrated alignment with the scope of services will be primary considerations in the rating of the proposals: 1. Reduce emissions and single-occupant-vehicle trips through mode shift. 2. Access for people with low income and people with disabilities. 3. Collaborative partnership with City, CSU, and community. 4. Safety and app functionality. 5. Program continuity and uptime. B. Background Fort Collins is a vibrant community of approximately 170,376 located 65 miles north of Denver, at the base of the foothills of the Rocky Mountains. The City is 58 square miles in size and is the northern extension of the “Colorado Front Range” urban corridor. The City tallied 1.73 million visitor days in 2016-17. Colorado State University is a land-grant institution and a Carnegie Research University R1: Doctoral University (Very High Research Activity). CSU’s population includes over 34,000 students and 7,000 faculty and RFP 10155 Shared Micromobility Page 5 of 52 staff. The 586-acre main campus includes 15 residence halls with a capacity of about 6,300 students and over 1,700 apartment spaces for students with families, undergraduate and graduate students. On football game days, CSU welcomes more than 40,000 fans to campus. CSU also hosts hundreds of thousands of visitors each year. The City and CSU are pleased to welcome a shared micromobility service provider as a partner who will add to both the City and CSU’s sustainability- and accessibility-focused transportation efforts. It is anticipated that the deployment of these modes will bring the City closer to achieving its Climate Action Plan, Transportation Master Plan and Active Modes Plan goals, and will bring CSU closer to achieving its Climate Action Plan and Transportation Demand Management Master Plan goals. The City and CSU recognize the potential of shared micromobility to help fill first mile/last mile geographic gaps in the City's transit system, reduce motorized vehicle emissions, improve air quality, and expand sustainable and equitable travel options. The City and CSU will evaluate the use of shared micromobility on an ongoing basis to ensure that the selected Service Provider is appropriately operating in the public right of way (ROW) and maintaining compliance with all rules, regulations and provisions of the Service Agreements. Associated permits are subject to change at the City’s discretion as provided in the City’s Municipal Code. C. Shared Mobility History Fort Collins launched its first bike lending program in 2008 with the Fort Collins Bike Library. This program was funded by the City and through various grants, in-kind donations, and community partners. The program was operated by Bike Fort Collins, a 501(c)(3) non-profit, and staffed by employees and volunteers. The Fort Collins Bike Library offered a variety of bikes, from youth bikes to tandem bikes, and allowed users to check out bikes for several days at a time. Between 2008 and 2015, the bike fleet grew from 50 to 200 and recorded nearly 20,000 bike checkouts by over 15,000 riders. The Bike Library initially operated out of an iconic kiosk in Fort Collins’ Old Town Square and eventually moved to the City’s Downtown Transit Center. The Fort Collins Bike Library was an attraction for visitors and integral to Fort Collins’ unique brand as a biking town. Beginning in 2012, the City commissioned multiple studies and feasibility analyses to evaluate alternatives for implementing an automated bike share program, building on the success of the Fort Collins Bike Library, and including the 2014 Bike Share Business Plan. All studies recommended Fort Collins advance an automated bike share program – noting that Fort Collins had the many characteristics that would be conducive to a successful system. In 2015, the City released a RFP soliciting service providers to own and operate an automated bike share program. The City selected Zagster, Inc. through this process and launched the station-based bike share program in April 2016. The program launched with 13 stations and 66 bikes, mostly in downtown Fort Collins, and ultimately expanded to 250 bikes and 42 stations at its high point in 2020. While the system experienced ridership and membership growth year over year, the program did not grow fast enough nor was the fleet size large enough to reach the latent demand for bike sharing in Fort Collins. In 2018, Zagster converted its model to Pace, and more than doubled the system size. At this time, the City elected to significantly expand the coverage with new bike share stations provided throughout the city. While this resulted in ridership growth, the expansion was not dense RFP 10155 Shared Micromobility Page 6 of 52 enough to truly capitalize on Fort Collins bike sharing potential. In 2019, approximately 21,500 trips were taken using the Pace Bike Share system. The Pace Bike Share Program was supported by several local sponsors, including the City and CSU, along with New Belgium Brewery, Odell Brewery, UC Health, Housing Catalyst, Dellenbach Subaru, Kaiser Permanente, Ed Carroll Motors, Associates in Family Medicine and Elevations Credit Union. Sponsors typically provided annual sponsorships to support the cost of individual stations. In 2019, the City and CSU released a joint RFP soliciting a sole service provider to operate a one-year e-scooter pilot program with the option to renew for up to four additional years. Bird was the selected service provider and the pilot program launched on October 23, 2019. By the end of the program in April 2021, more than 47,000 trips were taken using the e-scooter program despite the small initial fleet size, weather, technology constraints, and the COVID-19 crisis, which required a temporary suspension of the program. In 2021, the City and CSU released a joint RFP soliciting a sole service provider to operate a one-year e-scooter/e-bike program with the option to renew for up to four additional years. Spin was the selected service provider and the program launched on July 26, 2021. With 900 e-scooters and e-bikes, Spin ridership exceeded the ridership of any previous system by an order of magnitude, and almost 650,000 trips were taken over three years. The number of discounted trips taken by people enrolled in the low-income discount program has steadily increased. Spin’s launch in Greeley in 2024 has prompted conversations among neighboring communities and communities along the Poudre River Trail (over 20 miles of paved trail connecting Fort Collins and Greeley) about regional coordination. Since the launch of the original contract in 2021, the shared micromobility landscape has evolved significantly. Community adoption has grown, and we are now in a position to pursue a longer-term, stable partnership to ensure continued success and minimize potential service disruptions moving forward. D. Eligibility, Prerequisites, and Compliance 1. The Service Provider selected under this Request for Proposal (RFP) to operate shared micromobility is required to enter into separate Service Agreements with the City and CSU. The Service Agreements are subject to negotiation and mutual agreement at the City and CSU’s sole discretion. 2. Self-insurance or self-insured retention (SIR) is discouraged. Guarantees in the form of a bond or irrevocable letter of credit may be required depending on the level of self- insurance, SIR, or deductibles. 3. Upon request, the Service Provider shall provide the City and CSU user information related to any ongoing criminal investigation. Service Provider will also cooperate with any ongoing criminal investigation that involves a shared-mobility user. II. SCOPE OF PROPOSAL A. Scope of Work Service Providers interested in being considered for this shared micromobility contract must respond to this RFP with a proposal. The proposal should address all the elements detailed in Section III Proposal Submittal. Service Provider will be responsible for RFP 10155 Shared Micromobility Page 7 of 52 managing all activities necessary to implement and operate successful shared micromobility. B. Minimum Qualifications Service Provider must have experience with a minimum of three (3) entities of similar size to Fort Collins, active within the last 3 years. The preference is for such experience to include a college or university similar in size to CSU. The City and CSU are particularly interested in service providers who can demonstrate a positive relationship with the city and college or university. C. Anticipated Schedule The following represents the City’s target schedule for the RFP. The City reserves the right to amend the target schedule at any time. • RFP issuance: August 1, 2025 • Question deadline: 3:00 PM MT on August 29, 2025 • Final Addendum Issued: September 5, 2025 • Proposal due date: 3:00 PM MT on October 27, 2025 • Interviews (tentative): Week of November 17, 2025 • Award of Contract (tentative): January 15, 2026 • Desired program launch: July 1, 2026 D. Interviews In addition to submitting a written proposal, the top-rated Service Providers may be interviewed by the RFP assessment team and asked to participate in an oral presentation to provide an overview of the proposed program, address questions, and demonstrate proposed equipment. The presentation may be hybrid and equipment demonstration will be in person. The evaluation criteria for the oral interviews will be the same as the criteria for the written evaluations and is included in Section IV. E. Subcontractors/Subconsultants Service Provider will be responsible for identifying any subcontractors and/or subconsultants in their proposal. Please note that the City and CSU will contract solely with the awarded Service Provider; therefore, subcontractors and/or subconsultants will be the responsibility of the Service Provider. F. Financial Qualifications (CONFIDENTIAL) Service Providers selected as finalists may be required to submit a banking reference, the most recent financial statement (audited preferred) including balance sheet and income statement, a statement of cash flows (the “Financial Information”), and a financial plan demonstrating the viability of the proposed program. G. Current standards All work and/or materials must meet current standards in force by recognized technical RFP 10155 Shared Micromobility Page 8 of 52 and professional societies, trade and materials supply associations, institutes and organizations, bureaus and testing laboratories, and national, federal, state, county, and local laws, codes and ordinances. H. Fees, Licenses, Permits The successful Service Provider shall be responsible for obtaining any necessary licenses, fees or permits without additional expense to the City or CSU. I. Laws and Regulations The Service Provider agrees to comply fully with all applicable local, State of Colorado and Federal laws and regulations and municipal ordinances to include American Disabilities Act (ADA). III. PROPOSAL SUBMITTAL Please limit the total length of your proposal to a maximum of fifty (50) 8 ½ x 11” pages (excluding cover pages, table of contents, dividers and Acknowledgement form). Font shall be a minimum of 10 Arial and margins are limited to no less than .5” for sides and top/bottom. Extended page sizes, such as 11” x 17”, count as a single page and may be used for detailed pricing. Service Providers are required to provide detailed written responses to the following items in the order outlined below. The responses shall be considered technical offers of what Service Providers propose to provide and shall be incorporated in the contract award as deemed appropriate by the City and CSU. A proposal that does not include all the information required may be deemed non-responsive and subject to rejection. It is suggested that the Service Providers include each of the City’s and CSU’s questions with their response. Neither the City nor CSU will reimburse any service provider for costs incurred in the preparation and presentation of their proposal. A. Cover Letter / Executive Summary The Executive Summary should highlight the content of the proposal and features of the program offered, including a general description of the program and any unique aspects or benefits provided by your firm. Indicate your availability to participate in the interviews/demonstrations on the proposed dates as stated in the Schedule section. B. Service Provider Information 1. Describe your business and background 2. Number of years in the business 3. Details about ownership 4. An overview of services offered and qualifications 5. Size of the firm 6. Details about insurance to include any self-insurance, SIRs, or deductible. 7. Location(s) of offices. If multiple, please identify which will be the primary for our account. 8. Primary contact information for the company including contact name(s) and title(s), mailing address(s), phone number(s), and email address(s). RFP 10155 Shared Micromobility Page 9 of 52 C. Scope of Proposal 1. Reduce emissions and single-occupant-vehicle trips through mode shift. a. Mode shift is the highest priority of this program, supporting the City’s Our Climate Future and Active Modes goals and CSU’s Climate Action Plan and Transportation Demand Management Master Plan goals. i. How will you maximize ridership? Include information about pricing and deployment optimization. ii. Specify the number and type of vehicles you recommend for deployment in the community and at CSU. The fleet must include bicycles. Include descriptions of vehicle features (e.g., standing, seated, Class 1 or 2, etc.) iii. Will all proposed vehicles be new and the latest models available? iv. How will you support & encourage mode shift trips? b. Unreliable service can negatively impact ridership and discourage use of active modes. i. How will deployment and maintenance ensure vehicles are available and functional where and when they are needed? c. How will you maintain reliable service through all seasons and respond to changes in demand and unforeseen issues (i.e. football games, storms, software outages)? d. Providing reliable customer support is an important aspect of the program. Describe how the program will ensure 24-hour customer support is available via numerous channels (e.g., website, phone, text, email and/or others) to meet customer needs. e. We anticipate ridership will have the greatest impact on emissions reduction, but other aspects of the program (i.e. rebalancing, operations) have environmental impacts as well. i. How will you minimize environmental impacts of program operations? ii. We are interested in innovative proposals for micromobility charging for shared devices and public charging. iii. Do you plan to lease or purchase local space for vehicle storage, maintenance, repair, etc.? 2. Access for people with low income and people with disabilities a. Beyond an income-based discount, how will you make the service appealing and practical for people with low income? b. How will you serve riders who are not able to use the app or are unbanked? c. How will you serve people with disabilities? d. Describe digital accessibility of your app and how you will ensure compliance with Colorado’s digital accessibility law for local government (https://oit.colorado.gov/accessibility-law). 3. Collaborative partnership with City, CSU, and community a. The City and CSU have been enthusiastic and devoted partners in shared micromobility. i. How will your program capitalize on this partnership? ii. What roles do you envision for City and CSU staff? iii. How will you support City and CSU tours, demos, etc.? iv. What are the proposed revenues to the City and CSU? v. Factors specific to CSU: 1. CSU requests that the operator team meet with CSU staff ahead of deployment to discuss deployment locations. Demonstrate how you collaborate with universities to optimize deployment. RFP 10155 Shared Micromobility Page 10 of 52 2. Operator will have the opportunity to negotiate with CSU Athletics to have an on-site presence during large events such as athletic events or concerts. Please describe your approach to enhancing large events and how you use tools such as geofencing and onsite employee presence to ensure devices will be parked properly. The number of deployed vehicles may increase for large events pending CSU and City approval. 3. CSU desires a reduced rate offering for CSU users of the program. Please include proposed models for a reduced rate offering in your proposal. b. Other partnerships within the community i. What other community organizations will you partner with? ii. How will you establish partnerships? iii. How will you partner with other organizations? c. Describe how you will ensure vehicles are parked according to City ordinance on non-CSU properties and in accordance with CSU’s policies when on CSU’s campuses. Vehicles must be parked at bike racks on CSU campuses. d. Describe your data reporting system or tools and how you manage data requests. i. How will you use data the City, CSU, and other partners can provide? ii. Demonstrate how your company will use GPS data to quickly identify poorly parked vehicles to guide rebalancing and user warnings daily. iii. How will you use data to show that the number of vehicles on and off campus are in compliance with contract requirements on a daily basis? iv. The City and CSU are interested in having access to various data regarding the program. Describe how you will provide these metrics on a monthly or more frequent basis: 1. Number of trips taken by device type and CSU and non-CSU trip starts 2. Average trip duration and distance 3. Number of rides by day of the week and by hour of the day 4. Number of CSU and non-CSU relocation requests 5. Number of CSU and non-CSU warnings, suspensions and bans issued 6. Number of safety incidents reported 7. Aggregate user demographics, including age, gender, differently abled, and zip code. 8. Frequency and completeness of routine vehicle and equipment inspections 9. Number of vehicles lost, stolen, replaced or impounded 10. Number of vehicles requested for demos, and number of staff hours used for events 11. Number of CSU and non-CSU events supported 12. Value of promo codes issued and value used 13. Number of adaptive rentals 14. Percent of fleet in rebalance. Percent of fleet in rebalance should not exceed 20%. 15. Current passes available 16. Number of unique users 17. Number of unique reduced rate program users 18. Number of trips taken by reduced rate program users RFP 10155 Shared Micromobility Page 11 of 52 19. Percent (%) of total trips that are reduced rate trips 20. Number of motor vehicle miles avoided 21. Amount of CO2 emissions avoided e. Describe how you balance riders’ privacy with transparency of your system and operations. f. Community perception of the program's success does not necessarily align with other metrics of success. i. How will you address community perception of the program? ii. How will you honor Fort Collins' bikeshare history and identity as a bicycle community, including its historic and popular Bike Library? 4. Safety and app functionality a. Safe operation of devices i. Describe any safety features included on devices you recommend for deployment ii. Describe maintenance plan and how vehicles will be kept in safe and operational condition. iii. Educating users about how to operate devices safely and legally is a priority both on and off campus. How will your program educate riders about safe and legal riding practices? b. Having an easy-to-use app increases the likelihood that people will utilize the system. i. Demonstrate how your app addresses the following user experience and functionality components: 1. Availability on both Google Play and Apple App store, with all features fully accessible across both platforms 2. User education and training 3. User verification 4. Payment verification (also note what forms of payment are accepted) 5. Clear pricing 6. Locate and rent e-bikes and e-scooters 7. Support link 8. Multilingual support - English, Spanish, French, German, Vietnamese, Simplified Chinese, Russian and Filipino. Please list any additional supported languages. 9. Reservation functionality 10. Restricting top speed 11. Completion of safety test or tutorial before first ride 12. Integration with local bike networks or navigation support 13. Geofencing 14. Policy regarding groups rides. Group rides on a single device should not be permitted. 5. Program continuity a. Describe your plan to launch. i. How will you achieve a smooth transition that minimizes gap in service? ii. How will you market the system to riders in the current program? iii. How will you recruit new riders? iv. How will you transition people from one system to another (if applicable), including people enrolled in the low-income discount program and those that utilize adaptive vehicles? RFP 10155 Shared Micromobility Page 12 of 52 D. Experience and Staff Provide information regarding relevant previous experience to include the following: 1. An organization chart containing the names of all key personnel and subconsultants with titles and their specific task assignment. 2. A list of qualifications for your firm and qualifications and experience of the specific staff members proposed to perform the services described above. 3. References and Program Examples. Using the following information, please provide Reference information from at least three (3) locations where you are currently operating micromobility sharing services. Please include examples of services of similar size and scope to that of Fort Collins if available. The Service Provider authorizes City and CSU to verify any and all information contained in the Service Provider’s submittal from references contained herein and hereby releases all those concerned providing information as a reference from any liability in connection with any information they give. a. Location (specify service scope – i.e., municipality, university, campus etc.) b. Client (reference) contact information c. Program name and website d. Date of program launch e. Micromobility share fleet size (at deployment and currently) by type of vehicle f. Annual number of trips g. Annual number of trips taken at the discount rate for people with low income h. Number of rider penalties and complaints received in most recent year i. Examples of collaborative partnership with locality, university, and/or community j. Any other relevant information to aid in the City’s and CSU’s review of your proposed services. 4. Provide any information that distinguishes Service Provider from its competition and any additional information applicable to this RFP that might be valuable in assessing Service Provider’s proposal. 5. Provide a hiring and labor plan, including the number of full time, part time, seasonal and/or contract employees expected to be employed in Fort Collins to launch and sustain the proposed system. Specify the ratio of employees / contractors to fleet size. a. Outline your hiring plan steps to identify, train and employ local residents, especially those that have been historically disadvantaged. E. Sample Agreement Included with this request for proposals are sample Agreements that the City and CSU intend to use for obtaining the services of the Service Provider. The Service Provider is required to review these Agreements and indicate any objections to the terms of the contracts. If revisions to the contractual terms are requested, provide suggested revisions. F. Acknowledgement The Acknowledgement form is attached as Section V. Complete the attached form indicating the Service Provider hereby acknowledges receipt of the City of Fort Collins Request for Proposal and acknowledges that the Service Provider has read and agrees to be fully bound by all of the terms, conditions and other provisions set forth in the RFP. RFP 10155 Shared Micromobility Page 13 of 52 IV. REVIEW AND ASSESSMENT CRITERIA Service Providers will be evaluated on the following criteria. This set of criteria will be the basis for review and assessment of the written proposals and optional interview session. At the discretion of the City and CSU, interviews of the top-rated Service Providers may be conducted. The rating scale shall be from 1 to 10, a rating of 1 doesn’t meet minimum requirements, a rating of 5 means the category fulfills the minimum requirements, and 10 exceeds minimum requirements in that category. WEIGHTING FACTOR CATEGORY 3 Reduce emissions and single-occupant-vehicle trips through mode shift. 2 Access for people with low income and people with disabilities. 3 Collaborative partnership with City, CSU, and community. 2 Safety and app functionality. 3 Program continuity and uptime. 2 Experience and Staff Services Agreement RFP 10155 Shared Micromobility Page 14 of 52 Official Purchasing Document Last updated 3/2025 V. ACKNOWLEDGEMENT This form may not be redlined and must be submitted with your proposal. Failure to adhere to these requirements may result in your proposal being rejected. Service Provider hereby acknowledges receipt of the City of Fort Collins Request for Proposal and acknowledges that it has read and agrees to be fully bound by all of the terms, conditions and other provisions set forth in the RFP 10155 SHARED MICROMOBILITY and sample Agreement except as otherwise noted. Additionally, Service Provider hereby makes the following representations to City: a. All of the statements and representations made in this proposal are true to the best of the Service Provider’s knowledge and belief. b. Service Provider commits that it is able to meet the terms provided in this proposal. c. This proposal is a firm and binding offer, for a period of 90 days from the date hereof. d. Service Provider further agrees that the method of award is acceptable. e. Service Provider also agrees to complete the proposed Agreements with the City of Fort Collins and CSU within 10 days of notice of award. If Agreements are not completed and signed within 10 days, City and CSU reserve the right to cancel and award to the next highest rated firm. f. Service Provider acknowledges receipt of addenda. g. Service Provider acknowledges no conflict of interest. h. Service Provider acknowledges that the City is a governmental entity subject to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1 et seq. (“CORA”). Any proposals submitted hereunder are subject to public disclosure by the City pursuant to CORA and City ordinances. Service Providers may submit one (1) additional complete proposal clearly marked “FOR PUBLIC VIEWING.” In this version of the proposal, Service Providers may redact text and/or data that it deems confidential or proprietary pursuant to CORA. All pricing will be considered public records subject to disclosure under CORA and as such pricing cannot be redacted from the “FOR PUBLIC VIEWING” version of the proposal. Failure to provide a public viewing copy will be considered a waiver of any claim of confidentiality under CORA without regard to how the applicant’s proposal or certain pages of the proposal are marked confidential, proprietary, or similar. Such statement does not necessarily exempt such documentation from public disclosure if required by CORA, by order of a court of appropriate jurisdiction, or other applicable law. Generally, under CORA, trade secrets, confidential commercial information and financial data information may not be disclosed by the City. Proposals may not be marked “Confidential” or ‘Proprietary’ in their entirety. By responding to this RFP, Service Provider hereby waives any and all claims for damages against the City for the City’s good faith compliance with CORA. All provisions and pricing of any contract resulting from this request for proposal will be public information. Legal Firm Name: Physical Address: Remit to Address: Services Agreement RFP 10155 Shared Micromobility Page 15 of 52 Official Purchasing Document Last updated 3/2025 Phone: Name of Authorized Agent of Firm: Signature of Authorized Agent: Primary Contact for Project: Title: Email Address: Phone: Cell Phone: NOTE: ACKNOWLEDGEMENT IS TO BE SIGNED & RETURNED WITH YOUR PROPOSAL. Services Agreement RFP 10155 Shared Micromobility Page 16 of 52 Official Purchasing Document Last updated 3/2025 VI. CITY OF FORT COLLINS SAMPLE AGREEMENT (FOR REFERENCE ONLY – DO NOT SIGN ) SERVICES AGREEMENT This SERVICES AGREEMENT (AGREEMENT) made and entered into the day and year set forth in the Agreement Period section below by and between the CITY OF FORT COLLINS, COLORADO, a Colorado Municipal Corporation, (CITY) and , a(n) [enter state] [business type], (SERVICE PROVIDER). WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The SERVICE PROVIDER agrees to provide Services in accordance with the Scope of Services (Services) attached hereto as Exhibit A, consisting of [# of Pages] and incorporated herein. Irrespective of references to named third parties in this AGREEMENT and its Exhibits, the SERVICE PROVIDER shall be solely responsible for performance of all duties hereunder. 2. Project Schedule. The Services to be performed pursuant to this AGREEMENT shall be performed in accordance with the Project Schedule attached hereto as Exhibit [choose one], consisting of [# of Pages], and incorporated herein. 3. Changes. The CITY may, at any time during the term of the AGREEMENT, make changes to the AGREEMENT. Such changes shall be agreed upon in writing by the parties. 4. Agreement Period. This AGREEMENT shall commence , 20(Year) (the Effective Date) and shall continue in full force and effect until , 20(Year), unless sooner terminated as herein provided. In addition, at the option of the CITY, the AGREEMENT may be extended for additional one-year periods not to exceed [choose one] additional one-year period(s). Renewals and pricing changes shall be negotiated by and agreed to by both parties only at the time of renewal. [Any price changes shall not exceed percent (%) per annual renewal]. Written notice of renewal shall be provided to the SERVICE PROVIDER no later than thirty (30) days prior to AGREEMENT end. 5. Early Termination by CITY. Notwithstanding the time periods contained herein, the CITY may terminate this AGREEMENT at any time without cause or penalty by providing at least ten (10) calendar days written notice of termination to the SERVICE PROVIDER. In the event of early termination by the CITY, the SERVICE PROVIDER shall be paid for Services rendered to the date of termination, subject only to the satisfactory performance of the SERVICE PROVIDER's obligations under this AGREEMENT. SERVICE PROVIDER shall submit a final invoice within ten (10) calendar days of the effective date of termination. Payment shall be the SERVICE PROVIDER's sole right and remedy for such termination. Services Agreement RFP 10155 Shared Micromobility Page 17 of 52 Official Purchasing Document Last updated 3/2025 6. Notices. All notices provided under this AGREEMENT shall be effective immediately when emailed or three (3) business days from the date of the notice when mailed to the following addresses: SERVICE PROVIDER: CITY: Copy to: Attn: Email Address City of Fort Collins Attn: PO Box 580 Fort Collins, CO 80522 Email Address City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 purchasing@fcgov.com All notices under this AGREEMENT shall be written. 7. Compensation. In consideration of the Services to be performed pursuant to this AGREEMENT, the CITY agrees to pay the SERVICE PROVIDER [on a time and reimbursable direct cost basis] [a fixed fee in the amount of ???? ($????)] [a fixed fee in the amount of ???? ($????) plus reimbursable direct costs, wherein all such fees and costs shall not exceed ???? ($????)] in accordance with Exhibit [choose one], consisting of [# of Pages], attached and incorporated herein. Monthly partial payments based upon the SERVICE PROVIDER's billings and itemized statements are permissible. The amounts of all such partial payments shall be based upon the SERVICE PROVIDER's CITY-verified progress in completing the Services to be performed pursuant hereto and upon the CITY's approval of the SERVICE PROVIDER's actual reimbursable expenses. Final payment shall be made following acceptance by the CITY of the Services. Invoices shall be emailed to invoices@fcgov.com with a copy to the CITY Project Manager. The cost of the Services completed shall be paid to the SERVICE PROVIDER following the submittal of a correct itemized invoice by the SERVICE PROVIDER. The CITY is exempt from sales and use tax. The CITY’s Certificate of Exemption license number is 09804502. A copy of the license is available upon written request. The CITY pays undisputed invoices on Net 30 days from the date of the invoice submittal to the CITY or, for disputed invoices, Net 30 days from the date of CITY Project Manager’s approval. 8. Design and Service Standards. The SERVICE PROVIDER warrants and shall be responsible for the professional quality, technical accuracy, accessibility requirements under ADA and Public Accommodations and Technology Accessibility sections below, timely completion and the coordination of all Services rendered by the SERVICE PROVIDER, and the Project Instruments as defined in the Project Instruments and License section below. The SERVICE PROVIDER shall, without additional compensation, promptly remedy and correct any errors, omissions, or other deficiencies from such standards. 9. Indemnification. The SERVICE PROVIDER shall indemnify, defend, and hold harmless the CITY and its officers and employees, to the maximum extent permitted under Colorado law, against and from any and all actions, suits, claims, demands, or liability of any character Services Agreement RFP 10155 Shared Micromobility Page 18 of 52 Official Purchasing Document Last updated 3/2025 whatsoever claimed by the SERVICE PROVIDER or third parties against the CITY arising out of or related to this AGREEMENT (including but not limited to contract, tort, intellectual property, accessibility, or otherwise). This obligation extends to reimbursement of the CITY's defense costs and reasonable attorney’s fees. 10. Insurance. The SERVICE PROVIDER shall maintain insurance in accordance with Exhibit [choose one] consisting of [# of Pages], attached and incorporated herein. 11. Appropriation. To the extent this AGREEMENT or any provision in it. requires payment of any nature in fiscal years subsequent to the current fiscal year and constitutes a multiple fiscal year debt or financial obligation of the CITY, it shall be subject to annual appropriation by Fort Collins City Council as required in Article V, Section 8(b) of the City Charter, City Code Section 8-186, and Article X, Section 20 of the Colorado Constitution. The CITY shall have no obligation to continue this AGREEMENT in any fiscal year for which there are no pledged cash reserves or supporting appropriations pledged irrevocably for purposes of payment obligations herein. Non-appropriation by the CITY shall not be construed as a breach of this AGREEMENT. 12. Project Instruments and License. a. Upon execution of this AGREEMENT, the SERVICE PROVIDER grants to the CITY an irrevocable, unlimited and royalty free license to use any and all sketches, drawings, as- builts, specifications, designs, blueprints, data files, calculations, studies, analysis, renderings, models, plans, reports, and other deliverables (Project Instruments), in any form whatsoever and in any medium expressed, for purposes of constructing, using, maintaining, altering and adding to the project, provided that the CITY substantially performs its obligations under the AGREEMENT. The license granted hereunder permits the CITY and third parties reasonably authorized by the CITY to reproduce applicable portions of the Project Instruments for use in performing the Services or construction for the project. In addition, the license granted hereunder shall permit the CITY and third parties reasonably authorized by the CITY to reproduce and use the Project Instruments for similar projects, provided however, in such event the SERVICE PROVIDER shall not be held responsible for the design to the extent the CITY deviates from the Project Instruments. This license shall survive termination of the AGREEMENT by default or otherwise. b. Upon payment of each invoice, associated Project Instruments rendered by the SERVICE PROVIDER shall become the CITY’s property. The SERVICE PROVIDER shall provide the CITY with the Project Instruments in electronic format in a mutually agreed upon file type. 13. CITY Project Manager. The CITY will designate, before commencement of the Services, the CITY Project Manager who will make, within the scope of their authority, all necessary and proper decisions with reference to the Services provided under this AGREEMENT. All requests for contract interpretations, change order, and other clarification or instruction shall be directed to the CITY Project Manager. Services Agreement RFP 10155 Shared Micromobility Page 19 of 52 Official Purchasing Document Last updated 3/2025 The initial CITY Project Manager for this AGREEMENT is [Enter Name] and can be reached at [Enter Email] or [Enter Phone]. The CITY Project Manager is subject to change by the CITY. 14. Project Status Report. Project status reports may be required by Exhibit A – Scope of Services and shall be submitted to the CITY Project Manager. Failure to provide any required status report may result in the suspension of the processing of any invoice. 15. Independent Contractor. The Services to be performed by the SERVICE PROVIDER are those of an independent contractor and not of an employee of the CITY. The CITY shall not be responsible for withholding or remitting any portion of SERVICE PROVIDER's compensation hereunder or any other amounts on behalf of SERVICE PROVIDER for the payment of FICA, Workmen's Compensation, unemployment insurance, other taxes or benefits or for any other purpose. 16. Personal Services. It is understood that the CITY enters into the AGREEMENT based on the special abilities of the SERVICE PROVIDER and that this AGREEMENT shall be considered as an AGREEMENT for personal services. Accordingly, the SERVICE PROVIDER shall neither assign any responsibilities nor delegate any duties arising under the AGREEMENT without the prior written consent of the CITY. 17. Subcontractors/Subconsultants. SERVICE PROVIDER may not subcontract any of the Services without the prior written consent of the CITY, which shall not be unreasonably withheld. If any of the Services are subcontracted hereunder (with the consent of the CITY), then the following provisions shall apply: a. the subcontractor must be a reputable, qualified firm with an established record of successful performance in its respective trade performing identical or substantially similar work; b. the subcontractor will be required to comply with all applicable terms of this AGREEMENT; c. the subcontract will not create any contractual relationship between any such subcontractor and the CITY, nor will it obligate the CITY to pay or see to the payment of any subcontractor; and d. the work of the subcontractor will be subject to inspection by the CITY to the same extent as the work of the SERVICE PROVIDER. The SERVICE PROVIDER shall require all subcontractor/subconsultants performing Service(s) hereunder to maintain insurance coverage naming the CITY as an additional insured under this AGREEMENT in accordance with Exhibit [choose one]. The SERVICE PROVIDER shall maintain a copy of each subcontractor’s/subconsultant’s certificate evidencing the required insurance. Upon request, the SERVICE PROVIDER shall provide the CITY with a copy of the certificate(s) within two (2) business days. Services Agreement RFP 10155 Shared Micromobility Page 20 of 52 Official Purchasing Document Last updated 3/2025 The SERVICE PROVIDER shall be responsible for any liability directly or indirectly arising out of the Services performed under this AGREEMENT by a subcontractor/subconsultant, which liability is not covered by the subcontractor/subconsultant's insurance. 18. Acceptance Not Waiver. The CITY's approval of Project Instruments furnished hereunder shall not in any way relieve the SERVICE PROVIDER of responsibility for the quality or technical accuracy of the Services. The CITY’S approval or acceptance of, or payment for any of the Services shall not be construed to operate as a waiver of any rights or benefits provided to the CITY under this AGREEMENT. 19. Warranty. a. SERVICE PROVIDER warrants that all Services performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for Services of a similar nature. b. Unless otherwise provided in the AGREEMENT, all materials and equipment incorporated into any Services shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all Services must be of a quality acceptable to CITY. c. SERVICE PROVIDER warrants all equipment, materials, labor and other Services, provided under this AGREEMENT, except CITY-furnished materials, equipment and labor, against defects and nonconformances in design, materials and Service quality for the original manufacturer’s warranty term or a period beginning with the start of the Services and ending twelve (12) months from and after final acceptance under the AGREEMENT, whichever is time is longer, regardless of whether the same were furnished or performed by SERVICE PROVIDER or by any of its subcontractors of any tier. Upon receipt of written notice from the CITY of any such defect or nonconformances, the affected item or part thereof shall be redesigned, repaired or replaced by SERVICE PROVIDER in a manner and at a time acceptable to CITY. 20. Default. Each and every term and condition hereof shall be deemed to be a material element of this AGREEMENT. In the event either party should fail or refuse to perform according to the terms of this AGREEMENT, that party may be declared in default upon notice. 21. Remedies. In the event a party has been declared in default, that defaulting party shall be allowed a period of ten (10) calendar days from the date of notice within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to: a. terminate the AGREEMENT and seek damages; b. treat the AGREEMENT as continuing and require specific performance; or c. avail themselves of any other remedy at law or equity. Services Agreement RFP 10155 Shared Micromobility Page 21 of 52 Official Purchasing Document Last updated 3/2025 In the event of a dispute between the parties regarding this AGREEMENT, each party shall bear its own attorney fees and costs, except as provided for in the Indemnification and Technology Accessibility sections. 22. Entire Agreement; Binding Effect; Authority to Execute. This AGREEMENT, along with all Exhibits and other documents incorporated herein, shall constitute the entire AGREEMENT of the parties regarding this transaction and the matter recited herein. This AGREEMENT supersedes any prior agreements, promises, or understandings as to the matter recited herein. The AGREEMENT shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. Covenants or representations not contained in this AGREEMENT shall not be binding on the parties. In the event of a conflict between terms of the AGREEMENT and any exhibit or attachment, the terms of the AGREEMENT shall prevail. Each person executing this AGREEMENT affirms that they have the necessary authority to sign on behalf of their respective party and to bind such party to the terms of this AGREEMENT. 23. Law/Severability. The laws of the State of Colorado and the City of Fort Collins Charter and Municipal Code shall govern the construction, interpretation, execution, and enforcement of this AGREEMENT—without regard to choice of law or conflict of law principles. The Parties further agree that Larimer County District Court is the proper venue for all disputes. If the CITY subsequently agrees in writing that the matter may be heard in federal court, venue will be in U.S. District Court for the District of Colorado. In the event any provision of this AGREEMENT shall be held invalid or unenforceable by any court of competent jurisdiction, that holding shall not invalidate or render unenforceable any other provision of this AGREEMENT. 24. Use by Other Agencies. The CITY reserves the right to allow other state and local governmental agencies, political subdivisions, and/or school districts (collectively Agency) to use the CITY’s award determination to the SERVICE PROVIDER. Use by any other Agency shall not have a negative impact on the CITY in the current term or in any future terms. Nothing herein shall be deemed to authorize or empower the Agency to act as an agent for the CITY in connection with the exercise of any rights hereunder, and neither party shall have any right or authority to assume or create any obligation or responsibility on behalf of the other. The other Agency shall be solely responsible for any debts, liabilities, damages, claims or expenses incurred in connection with any agreement established between them and the SERVICE PROVIDER. The CITY’s concurrence hereunder is subject to the SERVICE PROVIDER’s commitment that this authorization shall not have a negative impact on the Services to be completed for the CITY. 25. Prohibition Against Unlawful Discrimination. The SERVICE PROVIDER acknowledges that the CITY, in accordance with the provisions of Title VI of the Civil Rights Act of 1964 (78 Stat. 252, 42 US.C. § 2000d to 2000d-4); C.R.S. § 24-34-401, and any associated State or Federal laws and regulations strictly prohibits unlawful discrimination based on an individual’s gender (regardless of gender identity or gender expression), race, color, religion, Services Agreement RFP 10155 Shared Micromobility Page 22 of 52 Official Purchasing Document Last updated 3/2025 creed, national origin, ancestry, age 40 years or older, marital status, disability, sexual orientation, genetic information, or other characteristics protected by law. Pursuant to CITY policy “sexual orientation” means a person’s actual or perceived orientation toward heterosexuality, homosexuality, and bisexuality. The CITY also strictly prohibits unlawful harassment in the workplace, including sexual harassment. Further, the CITY strictly prohibits unlawful retaliation against a person who engages in protected activity. Protected activity includes an employee complaining that he or she has been discriminated against in violation of the above policy or participating in an employment discrimination proceeding. The SERVICE PROVIDER shall comply with the CITY’s policy for equal employment opportunity and to prohibit unlawful discrimination, harassment and retaliation. This requirement applies to all third-party vendors and their subcontractors at every tier. 26. ADA and Public Accommodations. In performing the Services required hereunder, the SERVICE PROVIDER agrees to meet all requirements of the Americans with Disabilities Act of 1990, C.R.S. § 24-85-101, and all applicable rules and regulations (ADA), and all applicable Colorado public accommodation laws, which are imposed directly on the SERVICE PROVIDER or which would be imposed on the CITY as a public entity. 27. Technology Accessibility. The SERVICE PROVIDER represents that the Project Instruments hereunder, shall fully comply with all applicable provisions of C.R.S. § 24-85-101, and the Accessibility Standards for Individuals with a Disability, as established by the State of Colorado Governor’s Office of Information Technology (OIT) pursuant to C.R.S. § 24-85-103 (2.5), including all updates and amendments to those standards as provided by the OIT. The SERVICE PROVIDER shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards. To confirm that the Project Instruments meet these standards, the SERVICE PROVIDER may be required to demonstrate compliance.  The SERVICE PROVIDER shall indemnify, save, and hold harmless the CITY against any and all costs, expenses, claims, damages, liability, court awards and other amounts (including attorneys’ fees and related costs) incurred by the CITY in relation to the SERVICE PROVIDER’s failure to comply with C.R.S. § 24-85-101, or the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to C.R.S. § 24-85-103 (2.5). The CITY may require the SERVICE PROVIDER’s compliance to the State’s Accessibility Standards to be determined by a third party selected by the CITY to attest to the Project Instruments and software compliance with C.R.S. § 24-85-101, and the Accessibility Standards for Individuals with a Disability as established by OIT pursuant to C.R.S. § 24-85-103 (2.5). 28. Data Privacy. SERVICE PROVIDER will comply with all applicable data privacy regulations and laws, specifically including Colorado’s Privacy Act, C.R.S § 6-1-1301 (the Privacy Act). SERVICE PROVIDER shall ensure that each person processing any personal data Services Agreement RFP 10155 Shared Micromobility Page 23 of 52 Official Purchasing Document Last updated 3/2025 connected to the Services is subject to a duty of confidentiality with respect to the data. If applicable, SERVICE PROVIDER shall require that any subcontractors meet the obligations of SERVICE PROVIDER with respect to any personal data connected to this AGREEMENT. The Parties agree that upon termination of the Services that SERVICE PROVIDER shall, at the CITY’s choice, delete or return all personal data to the CITY unless retention of the personal data is required by law. SERVICE PROVIDER shall make available to the CITY all information necessary to demonstrate compliance with the obligations of the Privacy Act. SERVICE PROVIDER shall allow for, and contribute to, reasonable audits and inspections by the CITY or the CITY’s designated auditor. 29. Governmental Immunity Act. No term or condition of this AGREEMENT shall be construed or interpreted as a waiver, express or implied, of any of the notices, requirements, immunities, rights, benefits, protections, limitations of liability, and other provisions of the Colorado Governmental Immunity Act, C.R.S. § 24-10-101, and under any other applicable law. 30. Colorado Open Records Act. SERVICE PROVIDER acknowledges that the CITY is a governmental entity subject to the Colorado Open Records Act, C.R.S. § 24-72-200, et seq. (CORA), and documents in the CITY’S possession may be considered public records subject to disclosure under the CORA. The parties agree that this Agreement and all incorporated Exhibits, unless specifically marked as Confidential, are considered public records under the CORA. 31. Delay. Time is of the essence. Subject to Force Majeure , if the SERVICE PROVIDER is temporarily delayed in whole or in part from performing its obligations, then the SERVICE PROVIDER shall provide written notice to the CITY within two (2) business days defining the nature of the delay. Provision of written notice under this Section shall not operate as a waiver of any rights or benefits provided to the CITY under this AGREEMENT. 32. Force Majeure. No Party hereto shall be considered in default in the performance of an obligation hereunder to the extent that performance of such obligation is delayed, hindered, or prevented by force majeure. Force majeure shall be any cause beyond the control of the party that could not reasonably have been foreseen and guarded against. Force majeure includes, but is not limited to, acts of God, fires, riots, pandemics, incendiarism, interference by civil or military authorities, compliance with regulations or orders of military authorities, and acts of war (declared or undeclared), provided such cause could not have been reasonably foreseen and guarded against by the affected party. Force majeure shall not include increases in labor, commodity, utility, material, supply, fuel, or energy costs, or compliance with regulations or orders of civil authorities. To the extent that the performance is actually prevented, the SERVICE PROVIDER must provide notice to the CITY of such condition within ten (10) calendar days from the onset of such condition. 33. Special Provisions. Special provisions or conditions relating to the Services to be performed pursuant to this AGREEMENT are set forth in Exhibit [choose one] - Confidentiality, consisting of four (4) pages, incorporated herein. Services Agreement RFP 10155 Shared Micromobility Page 24 of 52 Official Purchasing Document Last updated 3/2025 34. Order of Precedence. In the event of a conflict or inconsistency within this AGREEMENT, the conflict or inconsistency shall be resolved by giving preference to the documents in the following order of priority: a. The body of this AGREEMENT (and any written amendment), b. Exhibits to this AGREEMENT, and c. The Purchase Order document. 35. Prohibited Terms. Nothing in any Exhibit or other attachment shall be construed as a waiver of any provision above. Any terms included in any Exhibit or other attachment that requires the CITY to indemnify or hold SERVICE PROVIDER harmless; requires the CITY to agree to binding arbitration; limits SERVICE PROVIDER’s liability; or that conflicts with statute, City Charter or City Code in any way, shall be void. 36. Signage. The Service Provider agrees that all signage and/or advertising contemplated by this Agreement shall abide by all applicable local, state and federal law related to signs and advertising. Such signage is not a public forum for public debate or discourse. Operator agrees, in addition to any restrictions set forth by City ordinance, that the content of any signage shall not include any message that is illegal, obscene, libelous, or fraudulent. Further, the Service Provider shall comply with the City’s applicable Sign Code, and advertising policies, which may be revised from time-to-time at the City’s sole discretion. [Signature Page Follows] Services Agreement RFP 10155 Shared Micromobility Page 25 of 52 Official Purchasing Document Last updated 3/2025 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul, Purchasing Director Date: ATTEST: APPROVED AS TO FORM: SERVICE PROVIDER By: Printed: Title: Date: Services Agreement RFP 10155 Shared Micromobility Page 26 of 52 Official Purchasing Document Last updated 3/2025 EXHIBIT A SCOPE OF SERVICES Services Agreement RFP 10155 Shared Micromobility Page 27 of 52 Official Purchasing Document Last updated 3/2025 EXHIBIT [CHOOSE ONE] BID SCHEDULE/ COMPENSATION The following pricing shall remain fixed for the initial term of this AGREEMENT. Any applicable price adjustments may only be negotiated and agreed to in writing at the time of renewal. Services Agreement RFP 10155 Shared Micromobility Page 28 of 52 Official Purchasing Document Last updated 3/2025 EXHIBIT [CHOOSE ONE] INSURANCE REQUIREMENTS The SERVICE PROVIDER will provide, from insurance companies acceptable to the CITY, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the SERVICE PROVIDER shall furnish the CITY with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies. In case of the breach of any provision of the Insurance Requirements, the CITY, at its option, may take out and maintain, at the expense of the SERVICE PROVIDER, insurance as the CITY may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the SERVICE PROVIDER under this AGREEMENT. Insurance certificates should show the certificate holder as follows: City of Fort Collins Purchasing Division PO Box 580 Fort Collins, CO 80522 The CITY, its officers, agents and employees shall be named as additional insureds on the SERVICE PROVIDER's general liability and automobile liability insurance policies by marking the appropriate box or adding a statement to this effect on the certificate, for any claims arising out of work performed under this AGREEMENT. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The SERVICE PROVIDER shall maintain Worker’s Compensation and Employer’s Liability insurance during the life of this AGREEMENT for all of the SERVICE PROVIDER's employees engaged in work performed under this AGREEMENT. Workers' Compensation & Employer’s Liability insurance shall conform with statutory limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee, or as required by Colorado law. B. General Liability. The SERVICE PROVIDER shall maintain during the life of this AGREEMENT General Liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this AGREEMENT. Coverage for property damage shall be on a (broad form) basis. The amount of insurance for General Liability shall not be less than $1,000,000 combined single limits for bodily injury and property damage. C. Automobile Liability. The SERVICE PROVIDER shall maintain during the life of this AGREEMENT Automobile Liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this AGREEMENT. Coverage for property damage shall be on a (broad form) basis. The amount of insurance for Automobile Liability shall not be less than $1,000,000 combined single limits for bodily injury and property damage. D. Errors and Omissions. The SERVICE PROVIDER shall maintain errors and omissions insurance in the amount of $1,000,000. E. Cybersecurity. The SERVICE PROVIDER shall maintain cybersecurity insurance in the amount of $5,000,000. Services Agreement RFP 10155 Shared Micromobility Page 29 of 52 Official Purchasing Document Last updated 3/2025 EXHIBIT [CHOOSE ONE] CONFIDENTIALITY IN CONNECTION WITH THE SERVICES to be provided by SERVICE PROVIDER under this AGREEMENT, the parties agree to comply with reasonable policies and procedures with regard to the exchange and handling of confidential information and other sensitive materials between the parties, as set forth below. 1. Definitions. For purposes of this AGREEMENT, the party who owns the referenced information and is disclosing same shall be referenced as the “Disclosing Party.” The party receiving the Disclosing Party’s information shall be referenced as the “Receiving Party.” 2. Confidential Information. Confidential Information controlled by this AGREEMENT refers to information that is not public and/or is proprietary, including but not limited to location information, network security system, business plans, formulae, processes, intellectual property, trade secrets, designs, photographs, plans, drawings, schematics, methods, specifications, samples, reports, mechanical and electronic design drawings, customer lists, financial information, studies, findings, inventions, ideas, CITY customer identifiable information (including account, address, billing, consumption, contact, and other customer data), utility metering data, service billing records, customer equipment information. To the extent practical, Confidential Information shall be marked “Confidential” or “Proprietary.” Nevertheless, SERVICE PROVIDER shall treat as Confidential Information all customer identifiable information in any form, whether or not bearing a mark of confidentiality or otherwise requested by the CITY, including but not limited to the non-exclusive list of Confidential Information above. In the case of disclosure in non-documentary form of non- customer identifiable information, made orally or by visual inspection, the Disclosing Party shall have the right, or, if requested by the Receiving Party, the obligation to confirm in writing the fact and general nature of each disclosure within a reasonable time after it is made in order that it is treated as Confidential Information. Any information disclosed to the other party before the execution of this AGREEMENT and related to the services for which SERVICE PROVIDER has been engaged shall be considered in the same manner and be subject to the same treatment as the information disclosed after the execution of this AGREEMENT with regard to protecting it as Confidential Information. 3. Use of Confidential Information. Receiving Party hereby agrees that it shall use the Confidential Information solely for the purpose of performing its obligations under this AGREEMENT and not in any way detrimental to Disclosing Party. Receiving Party agrees to use the same degree of care Receiving Party uses with respect to its own proprietary or confidential information, which in any event shall result in a reasonable standard of care to prevent unauthorized use or disclosure of the Confidential Information. Except as otherwise provided herein, Receiving Party shall keep confidential and not disclose the Confidential Information. The CITY and SERVICE PROVIDER shall cause each of their directors, officers, employees, agents, representatives, and subcontractors to become familiar with, and abide by, the terms of this Exhibit, which shall survive this AGREEMENT as an on-going obligation of the Parties. Services Agreement RFP 10155 Shared Micromobility Page 30 of 52 Official Purchasing Document Last updated 3/2025 SERVICE PROVIDER shall not use such information to obtain any economic or other benefit for itself, or any third party, other than in the performance of obligations under this AGREEMENT. 4. Exclusions from Definition. The term “Confidential Information” as used herein does not include any data or information which is already known to the Receiving Party or which before being divulged by the Disclosing Party: (a) was generally known to the public through no wrongful act of the Receiving Party; (b) has been rightfully received by the Receiving Party from a third party without restriction on disclosure and without, to the knowledge of the Receiving Party, a breach of an obligation of confidentiality; (c) has been approved for release by a written authorization by the other party hereto; or (d) has been disclosed pursuant to a requirement of a governmental agency or by operation of law, subject to Paragraph 5 below. 5. Required Disclosure. Notwithstanding Paragraph 4(d) above, if the Receiving Party receives a request (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process, or by federal, state, or local law, including without limitation, the Colorado Open Records Act) to disclose any Confidential Information, the Parties agree the Receiving Party will provide the Disclosing Party with immediate notice of such request, so the Disclosing Party may seek an appropriate protective order before disclosure or waive the Receiving Party’s compliance with this Exhibit. The Receiving Party shall furnish a copy of this Exhibit with any disclosure. Notwithstanding this Paragraph 5, Receiving Party shall not disclose Confidential Information to any person, directly or indirectly, nor use it in any way, except as required by law or authorized in writing by Disclosing Party. 6. Red Flags Rules. If applicable, SERVICE PROVIDER must implement reasonable policies and procedures to detect, prevent and mitigate the risk of identity theft in compliance with the Identity Theft Red Flags Rules found at 16 Code of Federal Regulations part 681. Further, SERVICE PROVIDER must take appropriate steps to mitigate identity theft if it occurs with any of the CITY’s covered information and must notify the CITY in writing within twenty-four (24) hours of discovery of any breaches of security or Red Flags to the CITY. 7. Data Protection and Data Security. SERVICE PROVIDER shall have in place information security safeguards designed to conform to or exceed industry best practices regarding the protection of the confidentiality, integrity and availability of Confidential Information and shall have written agreements requiring any subcontractor to meet those standards. These information security safeguards (the “Information Security Program”) shall be materially consistent with, or more stringent than, the safeguards described in this Exhibit. (a) SERVICE PROVIDER’s information security safeguards shall address the following elements: • Data Storage, Backups and Disposal • Logical Access Control (e.g., Role-Based) Services Agreement RFP 10155 Shared Micromobility Page 31 of 52 Official Purchasing Document Last updated 3/2025 • Information Classification and Handling • Secure Data Transfer (SFTP and Data Transfer Specification) • Secure Web Communications • Network and Security Monitoring • Application Development Security • Application Security Controls and Procedures (User Authentication, Security Controls, and Security Procedures, Policies and Logging) • Incident Response • Vulnerability Assessments • Hosted Services • Personnel Security (b) Subcontractors. SERVICE PROVIDER may use subcontractors, though such activity shall not release or absolve SERVICE PROVIDER from the obligation to satisfy all conditions of this AGREEMENT, including the data security measures described in this Exhibit, and to require a substantially similar level of data security, appropriate to the types of services provided and Confidential Information received, for any subcontractor SERVICE PROVIDER may use. Accordingly, any release of data, confidential information, or failure to protect information under this AGREEMENT by a subcontractor or affiliated party shall be attributed to SERVICE PROVIDER and may be considered to be a material breach of this AGREEMENT. 8. Information Storage. Confidential Information is not to be stored on any local workstation, laptop, or media such as CD/DVD, USB drives, external hard drives or other similar portable devices unless the SERVICE PROVIDER can ensure security for the Confidential Information so stored. Workstations or laptops to be used in the Services will be required to have personal firewalls on each, as well as have current, active anti-virus definitions. 9. Continuing Obligation. The agreement not to disclose Confidential Information as set forth in this Exhibit shall apply during the term of the Services and or AGREEMENT and at any time thereafter unless specifically authorized by the CITY in writing. 10. Termination Remedy. If SERVICE PROVIDER breaches any of the terms of this Exhibit, in the CITY’s sole discretion, the CITY may immediately terminate this AGREEMENT and withdraw SERVICE PROVIDER’s right to access Confidential Information. 11. Return of Information. Notwithstanding any other provision of this AGREEMENT to provide Project Instruments and work product, all material, i.e., various physical forms of media in which Confidential Information is stored, including but not limited to writings, drawings, tapes, diskettes, prototypes or products, shall remain the sole property of the Disclosing Party and, upon request, shall be promptly returned, together with all copies thereof to the Disclosing Party. Upon return of such materials, all digital and electronic data shall also be deleted in a non-restorable way by which it is no longer available to the Receiving Party. Upon Disclosing Party’s request, written verification of the deletion (including date of deletion) is to be provided to the Disclosing Party within ten (10) days after completion of engagement, whether it be via termination, completion or otherwise. Services Agreement RFP 10155 Shared Micromobility Page 32 of 52 Official Purchasing Document Last updated 3/2025 12. Injunctive Relief. SERVICE PROVIDER Receiving Party acknowledges that the Disclosing Party may, based upon the representations made in this AGREEMENT, disclose security information that is critical to the continued success of the Discloser’s business. Accordingly, Receiving Party agrees that the Disclosing Party does not have an adequate remedy at law for breach of this AGREEMENT and therefore, the Disclosing Party shall be entitled, as a non- exclusive remedy, and in addition to an action for damages, to seek and obtain an injunction or decree of specific performance or any other remedy, from a court of competent jurisdiction to enjoin or remedy any violation of this AGREEMENT. Services Agreement RFP 10155 Shared Micromobility Page 33 of 52 Official Purchasing Document Last updated 3/2025 COLORADO STATE UNIVERSITY (CSU) SAMPLE AGREEMENT (FOR REFERENCE ONLY – DO NOT SIGN ) INDEPENDENT SERVICES CONTRACT This INDEPENDENT SERVICES CONTRACT (“Contract”) is made between The Board of Governors of the Colorado State University System, acting by and through Colorado State University, a body corporate and institution of higher education of the State of Colorado, for the use and benefit of Insert Dept Name (hereinafter called the “University”); and Insert Contractor's Name (hereinafter called “Contractor”), a [Select One] existing under the laws of the state of Insert State (singularly “Party” and collectively, the “Parties”). RECITALS WHEREAS, authority to enter into this Contract arises from C.R.S. §§ 23-30-102, 23-30-120, and 23-31-101, et seq. with funds budgeted, appropriated or otherwise made available, and a sufficient unencumbered balance thereof remains available for payment of this Contract in University’s fund number _________; WHEREAS, the University selected Contractor pursuant to [Select One] number [n/a]; and NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the Parties agree to all recitals, terms, conditions and provisions contained herein. AGREEMENT I. TERM 1) Effective Date. This Contract shall commence on the Effective Date, which shall be the later of the date that it is signed by the University Controller or authorized delegate or Insert Date or N/A. This Contract shall not be effective or enforceable and the University shall not be liable to pay the Contractor for performance hereunder until it is approved and signed by the University Controller or authorized delegate. The Contractor shall not begin work before receiving a fully executed Contract and instructions to proceed. 2) Term. The Term of this Contract shall commence on the Effective Date and shall terminate on Insert Date or Applicable Timeframe, unless sooner terminated or extended as specified herein. 3) Option to Extend. By Mutual Agreement: The Parties may, upon mutual written agreement, extend this Contract for an additional term of Insert number of years or months (the “Renewal Term”). Automatic Renewal: Upon expiration of the Term this Contract shall automatically renew for Insert number and length of renewal terms. Services Agreement RFP 10155 Shared Micromobility Page 34 of 52 Official Purchasing Document Last updated 3/2025 4) The total duration of this Contract, including any Renewal Term(s), shall not exceed Insert time period--max. 5 years. II. PURPOSE / SCOPE OF WORK 1) Purpose. The purpose of this Contract is for briefly describe the Contract's purpose. 2) Scope of Work. Contractor shall complete its obligations as described in the Scope of Work attached hereto as Exhibit A on or before the end of the Term or such other date(s) for completion of the Scope of Work or portions of the Scope of Work as may be specified in Exhibit A. Contractor shall procure goods and services necessary to complete the Scope of Work. Such procurement shall be accomplished using the contract funds paid hereunder and shall not increase the maximum amount payable by the University unless specifically authorized herein. III. PAYMENT TERMS 1) This is a fixed price Contract. Payment for all services performed by Contractor under this Contract shall be in the fixed sum of $[enter dollar amount] payable upon invoice after satisfactory completion of the work, unless otherwise stated as set forth in Exhibit B, attached hereto. 2) This is not a fixed price Contract. The price is to be determined according to time and materials or other method of calculation as more fully described in Exhibit B, which is attached hereto. The total amount to be paid to Contractor shall not exceed $[enter dollar amount] and the basis for all charges shall be clearly identified on Contractor’s invoice(s). No payment shall be made for services or deliverables except as specified in this Contract unless further agreed and approved in writing. 3) Advance Payments: (Only applicable if checked.) Any advance payments required under this Contract shall only be allowed if specially authorized by the University Controller or delegate in compliance with the Colorado State University System Fiscal Rules. The duly authorized undersigned represents and approves the advance payment to Contractor as required under this Contract, in the amount of $[enter dollar amount] and that an adequate basis for approval exists pursuant to Colorado State University System Fiscal Rule 2.1, and, if applicable, the delegate’s specific written delegation conditions. By: Name: Date: IV. REPRESENTATIVES AND NOTICES 1) The individuals identified below are the designated representatives of the Parties. All notices required to be given hereunder shall be hand delivered with receipt required or sent by certified or registered mail to such Party’s designated representative at the address set forth below. In addition to, but not in lieu of, a hard-copy notice, notice also may be sent to the Services Agreement RFP 10155 Shared Micromobility Page 35 of 52 Official Purchasing Document Last updated 3/2025 email addresses set forth below. Either Party may from time-to-time designate or substitute addresses or persons to whom such notices shall be sent. Unless otherwise provided herein, all notices shall be effective upon receipt. UNIVERSITY: Name of Contract Monitor Campus Mail Address Colorado State University Fort Collins, CO 80523- Email: Email Telephone: Telephone # With a copy to: Office of the General Counsel / Contracting Services 06 Campus Delivery Colorado State University Fort Collins, CO 80523-0006 Email: contracts@colostate.edu Telephone: 970-491-6270 CONTRACTOR: Name and Title Address 1 Address 2 City, State Zip Email: Email Telephone: Telephone# 2) This is an International Contract: (Only applicable if checked.) An international agreement with a non-U.S. contractor requires approval by the University Export Control Administrator or the Office of the General Counsel. By: *Signature Name: Title: ______________________________ V. EXHIBITS 1) If checked, the following exhibits are attached and hereby made a part of this Contract: Exhibit A: Scope of Work Exhibit B: Price, Cost and Payment Provisions Exhibit C: Federal Funds Addendum Exhibit D: ___________________ (please specify) Exhibit E: ___________________ (please specify) 2) The following exhibits below are hereby incorporated by reference and made a part of this Contract: Exhibit F: ___________________ (please specify) Exhibit G: ___________________ (please specify) 3) In the event of conflicting terms or conditions between this Contract and any exhibits identified in this section V(1)-(2), the terms and conditions of this Contract shall control. Services Agreement RFP 10155 Shared Micromobility Page 36 of 52 Official Purchasing Document Last updated 3/2025 VI. GENERAL TERMS AND CONDITIONS 1) Independent Contractor. Contractor, and all persons employed or engaged by Contractor to perform under the attached Scope of Work, shall perform as an independent contractor and not an employee or agent of the University. The means and methods of performance are to be determined by the Contractor in order to achieve the results required under the Scope of Work. Contractor shall perform its obligations hereunder in accordance with the highest standards of care, skill and diligence in Contractor’s industry, trade, or profession and in the sequence and manner set forth in this Contract. Contractor and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the University and the University shall not pay for or otherwise provide such coverage for Contractor or any of its agents or employees. Unemployment insurance benefits shall be available to Contractor and its employees and agents only if such coverage is made available by Contractor or a third party. Contractor shall pay when due all applicable employment taxes and income taxes and local head taxes incurred pursuant to this Contract. Contractor shall not have authorization, express or implied, to bind the University to any contract, liability or understanding, except as expressly set forth herein. Contractor shall (a) provide and keep in force workers’ compensation and unemployment compensation insurance in the amounts required by law, (b) provide proof thereof when requested by the University, and (c) be solely responsible for its acts and those of its employees and agents. 2) Inspection/Monitoring. The University reserves the right to inspect Contractor’s performance at all reasonable times and places during the Term of this Contract, including any extensions or renewals. If Contractor’s performance fails to conform to the requirements of this Contract, the University may require Contractor promptly to come into conformance at Contractor’s sole expense. If Contractor’s performance cannot be brought into conformance by such corrective measures, the University may exercise any or all of the remedies available under this Contract, at law or in equity. Contractor shall permit the University, the federal government, and governmental agencies having jurisdiction, in their sole discretion, to monitor all activities conducted by Contractor pursuant to the terms of this Contract using any reasonable procedure. 3) Late Payments/Interest. Per C.R.S. § 24-30-202(24), the University shall pay each invoice within thirty (30) days of receipt thereof, for the work performed by Contractor and accepted by the University. If the University contests any amount invoiced, it shall pay the uncontested amount and provide a written statement of the reason(s) for withholding the remaining amount together with such partial payment. Uncontested amounts not paid by the University within forty-five (45) days after due date shall bear interest on the unpaid balance beginning on the forty-sixth (46th) day at a rate not to exceed one percent (1.0%) per month until paid in full; provided, however, that interest shall not accrue on unpaid amounts that are subject to a good faith dispute. Contractor shall invoice the University separately for accrued interest on delinquent amounts. The billing shall reference the delinquent payment, the number of days’ interest to be paid, and the interest rate. 4) Fund Availability. Financial obligations of the University payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available. If federal funds are used to fund this Contract, in whole or in part, the University’s performance hereunder is contingent upon the continuing availability of such federal funds and Exhibit C attached hereto is incorporated herein by this reference. If such funds are not appropriated, or otherwise become unavailable, the University may terminate Services Agreement RFP 10155 Shared Micromobility Page 37 of 52 Official Purchasing Document Last updated 3/2025 this Contract immediately, in whole or in part, without further liability in accordance with the provisions hereof and shall remit payment to the Contractor for its performance prior to termination. If the amount due cannot readily be determined from this Contract, then the amount shall be calculated on a pro rata basis according to the percentage of the entire Scope of the Work that was completed and accepted by University. 5) Contractor Records. Contractor shall make, keep and maintain a complete file of all records, communications and documents pertaining in any manner to its performance hereunder. Contractor shall maintain such records for a period of at least three (3) years until the last to occur of: (i) the date this Contract expires or is sooner terminated, (ii) final payment is made hereunder, (iii) the resolution of any pending Contract matters, or (iv) if an audit is occurring, or Contractor has received notice that an audit is pending, until such audit has been completed and its findings have been resolved (collectively, the “Record Retention Period”). Contractor shall permit the University and, if federal funds are used in the payment of this Contract, the federal government, and any duly authorized agent of either, to audit and inspect Contractor’s records during the Record Retention Period to assure compliance with the terms hereof or to evaluate performance hereunder. 6) Confidential Information. Confidential Information as used in this Contract, shall include any and all documents, materials, data or information disclosed by one Party (the “Disclosing Party”) to the other Party (the “Recipient”) that (i) is clearly identified as Confidential Information at the time of disclosure, or (ii) the Recipient knows to be Confidential Information of the Disclosing Party. Confidential Information shall not include any information which at the time of disclosure is in the public domain, or which after disclosure is published or otherwise becomes part of the public domain in any manner other than by violation of this Contract; or was in the possession of the Recipient at the time of disclosure. Confidential Information shall not include information required to be disclosed pursuant to the Colorado Open Records Act, C.R.S. §§ 24-72-200.1, et seq. (“CORA”). The Parties shall keep all Confidential Information secret at all times and comply with all laws and regulations concerning confidentiality of such information. Any request or demand by a third party for Confidential Information shall be immediately forwarded to the Disclosing Party’s designated representative. If disclosure of the Confidential Information is required pursuant to CORA or to any lawful subpoena, court order, or other legal process, it shall be the sole responsibility of the Disclosing Party to initiate and prosecute a legal action to prevent, limit or prohibit the disclosure, at its own expense. The Recipient shall reasonably cooperate with the Disclosing Party with respect to any such legal action but shall always have the right to proceed as it believes, in its sole discretion and judgment, to be required in accordance with the law. 7) Licenses, Permits and Other Authorizations. Contractor represents and warrants that, as of the Effective Date, the Contractor shall, and that at all times during the Term and any Renewal Terms or extensions hereof, maintain at its sole expense, all licenses, certifications, approvals, insurance, permits, and other authorizations required by law to perform its obligations hereunder. Contractor, if a foreign corporation or other foreign entity transacting business in the State of Colorado, further warrants that it currently has obtained and shall maintain a business registration with the Colorado Secretary of State and designated a registered agent in Colorado to accept service of process. Any revocation, withdrawal or non-renewal of licenses, certifications, approvals, insurance, permits or any such similar requirements necessary for Contractor to properly perform the terms of this Contract is a material breach by Contractor and constitutes grounds for termination of this Contract. Services Agreement RFP 10155 Shared Micromobility Page 38 of 52 Official Purchasing Document Last updated 3/2025 8) Compliance with Law. A. Contractor and its subcontractors shall abide by the requirements of 41 CFR 60- 741.5(a), which prohibits discrimination against qualified individuals on the basis of disability, and requires affirmative action by covered contractors and subcontractors to employ and advance in employment qualified individuals with disabilities. Contractor and its subcontractors shall also abide by 41 CFR 60- 300.5(a), which prohibits discrimination against qualified protected veterans, and requires affirmative action by covered contractors and subcontractors to employ and advance in employment qualified protected veterans. Contractor shall strictly comply with all other applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices, and other privacy laws which may include the Health Insurance Portability and Accountability Act of 1996 (HIPAA), 42 U.S.C. Sec. 1320d, and the Family Educational Rights and Privacy Act (FERPA) (20 USC 1232g). B. If applicable, Contractor agrees to comply with laws that relate to the export of technical data or equipment, such as International Traffic in Arms Regulations (“ITAR”) and/or Export Administration Act/Regulations (“EAR”) and all such regulations and orders as currently in effect or hereafter amended. Contractor shall not disclose any export-controlled information or provide any export- controlled equipment or materials to University without prior written notice. In the event that University agrees to receive such export-controlled information, equipment or materials, Contractor shall (i) include the Export Control Classification Number (ECCN) or ITAR notice on the packing documentation, and (ii) send an electronic copy of the ECCN number or ITAR notice documentation to vpr_export_control@Mail.Colostate.edu and contracts@colostate.edu. 9) Insurance. A. The Contractor shall obtain, and maintain at all times during the Term of this Contract and any subsequent Renewal Terms or extensions, insurance in the following kinds and amounts: i. Workers’ Compensation Insurance as required by state statute, and Employer’s Liability Insurance covering all of Contractor’s employees acting within the course and scope of their employment. ii. Commercial General Liability Insurance written on ISO occurrence form CG 00 01 10/93 or equivalent, covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows: a. $1,000,000 each occurrence; b. $1,000,000 general aggregate; c. $1,000,000 products and completed operations aggregate; and d. $50,000 any one fire. Services Agreement RFP 10155 Shared Micromobility Page 39 of 52 Official Purchasing Document Last updated 3/2025 iii. Automobile Liability Insurance covering any auto (including owned, hired and non-owned autos) with a minimum limit as follows: $1,000,000 each accident combined single limit. iv. (Only if checked ) Professional Liability Insurance with minimum limits of liability of not less than $1,000,000. v. (Only if checked ) Crime / Employee Dishonesty Insurance with minimum limits of liability of not less than $1,000,000. B. If any aggregate limit is reduced below $1,000,000 because of claims made or paid, the Contractor shall immediately obtain additional insurance to restore the full aggregate limit and furnish to the University a certificate or other document satisfactory to the University showing compliance with this provision. Notwithstanding this subsection, if the Contractor is a “public entity” within the meaning of the Colorado Governmental Immunity Act, C.R.S. §§ 24-10-101, et seq., as amended (“CGIA”), the Contractor shall at all times during the Term of this Contract maintain such liability insurance, by commercial policy or self- insurance, as is necessary to meet its liabilities under the CGIA. Upon request by the University, the Contractor shall show proof of such insurance satisfactory to the University. C. The Board of Governors of the Colorado State University System acting by and through Colorado State University, a division of the State of Colorado, shall be named as additional insured on the Commercial General Liability and Automobile Liability Insurance policies (leases and construction contracts will require the additional insured coverage for completed operations on endorsements CG 2010 11/85, CG 2037, or equivalent). The address for the University on such additional insureds policy shall be: 555 S. Howes St., Fort Collins, CO 80521. Coverage required under the Contract will be primary over any insurance or self-insurance program carried by the State of Colorado. D. Contractor shall notify University at least forty-five (45) days prior to cancellation or non-renewal of the required insurance coverage. E. The Contractor will require all insurance policies in any way related to the Contract and secured and maintained by the Contractor to include clauses stating that each carrier will waive all rights of recovery, under subrogation or otherwise, against the State of Colorado, its agencies, institutions, organizations, officers, agents, employees and volunteers. F. All policies evidencing the insurance coverage required hereunder shall be issued by insurance companies satisfactory to the University. G. Upon written request, the Contractor shall, within ten (10) days, provide to the University certificates showing insurance coverage required by this Contract. If requested by University, no later than fifteen (15) days prior to the expiration date of any such coverage, the Contractor shall deliver to the University certificates of insurance evidencing renewals thereof. At any time during the Term of this Contract, the University may request in writing, and the Contractor shall thereupon within ten (10) days supply to the University, evidence satisfactory to the University of compliance with the provisions of this section. Services Agreement RFP 10155 Shared Micromobility Page 40 of 52 Official Purchasing Document Last updated 3/2025 H. Self-insurance programs do not meet the University’s insurance requirements unless the Contractor provides satisfactory evidence of a loss reserve fund of not less than the minimum coverage amount specified herein, plus excess liability coverage as appropriate to the industry, financial statements of the business, and proof of Department of Labor certification of self-insurance program for worker’s compensation. This paragraph shall not apply to political subdivisions or agencies in the State of Colorado with a self-insurance program. 10) Default. The failure of either Party to perform any of its material obligations hereunder in whole or in part or in a timely or satisfactory manner constitutes an event of default. The institution of proceedings under any bankruptcy, insolvency, reorganization or similar law, by or against Contractor, or the appointment of a receiver or similar officer for Contractor or any of its property, which is not vacated or fully stayed within twenty (20) days after the institution or occurrence thereof, shall also constitute an event of default. In the event of a default, notice shall be given in writing by the non-defaulting Party to the defaulting Party. If such default is not cured within thirty (30) days of receipt of written notice, or if a cure cannot reasonably be expected to be completed within thirty (30) days, or if cure has not begun within thirty (30) days and pursued with due diligence, then the defaulting Party shall be in breach of this Contract, and the non-defaulting Party may terminate the Contract pursuant to any of the remedies contained herein. Notwithstanding anything to the contrary herein, the University, in its sole discretion, need not provide advance notice or a cure period and may immediately terminate this Contract in whole or in part if reasonably necessary to preserve public safety or to prevent immediate and/or irreparable harm. 11) Remedies for Default – Termination. A. In the event of default, either Party may terminate this Contract in its entirety upon written notice. The University may terminate this Contract in whole or in part. Exercise by the University of this right shall not be a breach of its obligations hereunder. Contractor shall continue performance of this Contract to the extent not terminated, if any and may incur obligations as are necessary to do so within this Contract’s terms. To the extent specified in any termination notice, Contractor shall not incur further obligations or render further performance hereunder past the effective date of such notice and shall terminate outstanding orders and subcontracts with third parties. Upon termination, Contractor shall take timely, reasonable and necessary action to protect and preserve property in the possession of Contractor in which the University has an interest. All materials owned by the University in the possession of Contractor shall be immediately returned to the University. Any completed deliverables, at the option of the University, shall be delivered by Contractor to the University and shall become the University’s property. The University shall remunerate Contractor only for accepted performance up to the date of termination. B. Notwithstanding any other remedial action by the University, Contractor shall remain liable to the University for any damages sustained by the University by virtue of any default under this Contract by Contractor and the University may withhold any payment to Contractor for the purpose of mitigating the University’s damages, until such time as the exact amount of damages due to the University from Contractor is determined. Contractor shall be liable for excess costs incurred by the University in procuring from third parties replacement goods and services as cover. Services Agreement RFP 10155 Shared Micromobility Page 41 of 52 Official Purchasing Document Last updated 3/2025 12) Remedies for Default – Not Involving Termination. The University, in its sole discretion, may exercise one or more of the following remedies in addition to other remedies available to it: A. Suspend Contractor’s performance with respect to all or any portion of this Contract pending necessary corrective action as specified by the University without entitling Contractor to an adjustment in price/cost or performance schedule. Contractor shall promptly cease performance and incurring costs in accordance with the University’s directive and the University shall not be liable for costs incurred by Contractor after the suspension of performance under this provision. B. Withhold payment to Contractor until corrections in Contractor’s performance are satisfactorily made and completed. C. Deny payment for those obligations not performed that, due to Contractor’s actions or inactions, cannot be performed or, if performed, would be of no value to the University; provided, that any denial of payment shall be reasonably related to the value to the University of the obligations not performed. D. Notwithstanding any other provision herein, the University may demand immediate removal of any of Contractor’s employees, agents, or subcontractors whom the University deems incompetent, careless, insubordinate, unsuitable, or otherwise unacceptable, or whose continued relation to this Contract is deemed to be contrary to the public interest or the University’s best interest. 13) Remedies Under Colorado’s False Claims Act. The University may seek all rights and remedies available to the University for Contractor’s infringement upon the Colorado False Claim Act, C.R.S. § 24-31-1201, et. seq. 14) Intellectual Property Infringement. If Contractor infringes on a patent, copyright, trademark, trade secret or other intellectual property right while performing its obligations under this Contract, Contractor shall, at the University’s option (i) obtain for the University or Contractor the right to use such products and services; (ii) replace any goods, services, or other product involved with non-infringing products or modify them so that they become non- infringing; or (iii) if neither of the foregoing alternatives are reasonably available, remove any infringing goods, services, or products and refund the price paid thereof to the University. 15) Termination for Convenience. The University enters into this Contract for the purpose of carrying out the public policy of the State, as determined by its Governor, General Assembly, and/or Judicial Courts, and by the Board of Governors of the Colorado State University System, acting by and through its authorized representatives for the University. If, in the sole discretion and judgment of the University, this Contract ceases to further the public policy of the State or otherwise ceases to benefit the University, University may terminate this Contract in whole or in part upon not less than thirty (30) days written notice. Exercise by the University of this right shall not constitute a breach of the University’s obligations hereunder. 16) Work Product / Rights in Data, Documents and Computer Software. Services Agreement RFP 10155 Shared Micromobility Page 42 of 52 Official Purchasing Document Last updated 3/2025 A. Any software, research, reports, studies, data, photographs, negatives or other documents, drawings, models, materials, or deliverables of any type, including drafts, prepared by Contractor in the performance of its obligations under this Contract (“Work Product”) shall be the exclusive property of the University and all Work Product shall be delivered to the University by Contractor upon completion or termination hereof. The University’s exclusive rights in such Work Product shall include, but not be limited to, the right to copy, publish, display, transfer, and prepare derivative works. Contractor shall not use, willingly allow, cause or permit such Work Product to be used for any purpose other than the performance of Contractor’s obligations hereunder without the prior written consent of the University. Work Product shall not include the materials, methods, software, or other intellectual property in existence and owned by the Contractor prior to the Effective Date which is subsequently utilized in the Contractor’s performance hereunder. B. Any University data or University-provided data utilized by Contractor in performance hereunder shall remain the property of University and shall be destroyed upon Contractor’s completion of performance hereunder, using industry standard methods, unless one of the following methods is checked: Return data to University in format mutually agreeable to the Parties. Make data available to the University for ninety (90) days following conclusion of the performance hereunder, after which time the Contractor shall destroy the data using industry standard methods. 17) University Liability/Governmental Immunity. Liability for claims for injuries to persons or property arising from the negligence of the University, its departments, Board, officials, and employees is at all times herein strictly controlled and limited by the provisions of the Colorado Governmental Immunity Act C.R.S. 24-10-101 et seq. as amended. Nothing in this Contract shall be deemed or applied as a waiver of such immunities. In no event will the University or the State of Colorado be liable for any special, indirect, or consequential damages, even if the University or the State has been advised of the possibility thereof. As an institution of the State of Colorado, the University is not authorized to indemnify any party, public or private, as against the claims and demands of third parties and any such indemnification provision in this Contract shall be null and void. 18) Contractor Indemnification. Contractor shall indemnify, save, and hold harmless the University, the University’s Board of Governors, employees and agents, against any and all claims, damages, liability and court awards including costs, expenses, and attorney fees and related costs, incurred as a result of any act or omission by Contractor, or its employees, agents, subcontractors, or assignees pursuant to the terms of this Contract. If Contractor is a public entity, then provisions hereof shall be applicable to the extent authorized by law, and not construed or interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protection, or other provisions, of the CGIA or the Federal Tort Claims Act, 28 U.S.C. 2671, et seq., as applicable, as now or hereafter amended. 19) Assignment and Subcontracts. Contractor’s rights and obligations hereunder are personal and may not be transferred, assigned or subcontracted without the prior, written consent of the University. Any attempt at assignment, transfer, subcontracting without such consent shall be void ab initio. All assignments, subcontracts, or subcontractors approved by Contractor or the University are subject to all of the provisions hereof including insurance requirements. Contractor shall be solely responsible for all aspects of subcontracting Services Agreement RFP 10155 Shared Micromobility Page 43 of 52 Official Purchasing Document Last updated 3/2025 arrangements and performance. Copies of any and all subcontracts entered into by Contractor to perform its obligations hereunder shall be submitted to the University or its designated representative upon request by the University. Any and all subcontracts entered into by Contractor related to its performance hereunder shall comply with all applicable federal and state laws and shall provide that such subcontracts be governed by the laws of the State of Colorado. 20) Complete Agreement. This Contract represents the complete integration of all understandings between the Parties and all prior representations and understandings, oral or written, are merged herein. Prior or contemporaneous additions, deletions, or other changes hereto shall not have any force or effect whatsoever, unless embodied herein. All provisions herein contained, including the benefits and burdens, shall extend to and be binding upon the Parties’ respective heirs, legal representatives, successors, and permitted assigns. The captions and headings in this Contract are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. 21) Modification. Except as specifically provided in this Contract, modifications of this Contract shall not be effective unless agreed to in writing by both Parties in an amendment to this Contract, properly executed and approved in accordance with applicable Colorado state laws, regulations and Colorado State University System Fiscal Rules by its duly authorized individuals. This Contract is subject to such modifications as may be required by changes in federal or Colorado State law, or their implementing regulations. Any such required modification shall automatically be incorporated into, and be part of, this Contract on the effective date of such change, as if fully set forth herein. 22) Severability/Waiver. Provided this Contract can be executed, and performance of the obligations of the Parties accomplished within its intent, the provisions hereof are severable and any provision that is declared invalid or becomes inoperable for any reason shall not affect the validity of any other provision hereof, provided that the Parties can continue to perform the Parties obligations under this Contract in accordance with its intent. Waiver of any breach under a term, provision, or requirement of this Contract, or any right or remedy hereunder, whether explicitly or by lack of enforcement, shall not be construed or deemed as a waiver of any subsequent breach of such term, provision or requirement, or of any other term, provision, or requirement. 23) Choice of Law, Venue and Jurisdiction. Colorado law, its rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Contract. Any provision included or incorporated herein by reference which conflicts with Colorado law, rules, and regulations shall be null and void. Any provision rendered null and void by the operation of this provision shall not invalidate the remainder of this Contract, to the extent capable of execution. All suits or actions related to this Contract shall be filed and proceedings held in the State of Colorado District Court, and exclusive venue shall be in the County of Larimer. The University does not agree to binding arbitration by any extra-judicial body or person and any provision to the contrary in this Contract or incorporated herein by reference shall be null and void. 24) Third Party Beneficiaries. Enforcement of this Contract and all rights and obligations hereunder are reserved solely to the Parties. Any services or benefits which third parties receive as a result of this Contract are incidental to the Contract, and do not create any rights for such third parties. Services Agreement RFP 10155 Shared Micromobility Page 44 of 52 Official Purchasing Document Last updated 3/2025 25) Software Piracy Prohibition (Governor’s Executive Order D 002 00). University or other public funds payable under this Contract shall not be used for the acquisition, operation, or maintenance of computer software in violation of federal copyright laws or applicable licensing restrictions. Contractor hereby certifies and warrants that, during the Term of this Contract and any extensions, Contractor has and shall maintain in place appropriate systems and controls to prevent such improper use of public funds. If the University determines that Contractor is in violation of this provision, the University may exercise any remedy available at law or in equity or under this Contract, including, without limitation, immediate termination of this Contract and any remedy consistent with federal copyright laws or applicable licensing restrictions. 26) Employee Financial Interest (C.R.S. §§ 24-18-201, 24-50-507). The signatories aver that to their knowledge, no employee of the University has any personal or beneficial interest whatsoever in the service or property described in this Contract. Contractor has no interest and shall not acquire any interest, direct or indirect, that would conflict in any manner or degree with the performance of Contractor’s services and Contractor shall not employ any person having such known interests. 27) Vendor Offset (C.R.S. §§ 24-30-201(1), 24-30-202.4): (Not applicable to intergovernmental agreements.) Subject to C.R.S. § 24-30-202.4(3.5), the State Controller may withhold payment under the State’s vendor offset intercept system for debts owed to State agencies for: (a) unpaid child support debts or child support arrearages; (b) unpaid balances of tax, accrued interest, or other charges specified in C.R.S. § 39-21-101, et seq.; (c) unpaid loans due to the Student Loan Division of the Department of Higher Education; (d) amounts required to be paid to the Unemployment Compensation Fund; and (e) other unpaid debts owing to the State as a result of final agency determination or judicial action. 28) Accessibility. Contractor shall comply with and the Work Product provided under this Contract shall be in compliance with all applicable provisions of §§24-85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability, pursuant to Section §24-85-103 (2.5), C.R.S. Contractor shall also comply with all State of Colorado technology standards related to technology accessibility and with Level AA of the most current version of the Web Content Accessibility Guidelines (WCAG), incorporated in the State of Colorado technology standards. Contractor shall indemnify, save, and hold harmless the Indemnified Parties against any and all costs, expenses, claims, damages, liabilities, court awards and other amounts (including attorneys’ fees and related costs) incurred by any of the Indemnified Parties in relation to Contractor’s failure to comply with §§24-85-101, et seq., C.R.S., or the Accessibility Standards for Individuals with a Disability pursuant to Section §24-85-103 (2.5), C.R.S. The University may require Contractor’s compliance to the University’s Accessibility Standards to be determined by a third party selected by the University to attest to Contractor’s Work Product and software is in compliance with §§24- 85-101, et seq., C.R.S., and the Accessibility Standards for Individuals with a Disability pursuant to Section §24-85-103 (2.5), C.R.S. 29) Signature Authority. Contractor warrants that it possesses the legal authority to enter into this Contract and that it has taken all actions required by its procedures, and bylaws, and/or applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Contract, or any part thereof, and to bind Contractor to its terms. If requested by the University, Contractor shall provide the University with proof of Contractor’s authority to enter into this Contract within fifteen (15) days of receiving such request. This Contract Services Agreement RFP 10155 Shared Micromobility Page 45 of 52 Official Purchasing Document Last updated 3/2025 may be executed in multiple identical original counterparts, all of which shall constitute one contract. Services Agreement RFP 10155 Shared Micromobility Page 46 of 52 Official Purchasing Document Last updated 3/2025 IN WITNESS WHEREOF, the Parties hereto execute this agreement upon the duly authorized signatures and dates below. Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor’s behalf and acknowledge that the University is relying on their representations to that effect and accept personal responsibility for any and all damages the University may incur for any errors in such representation. CONTRACTOR: Insert Legal Name of Contractor By: ____________________________________ Name: _________________________________ Title: _________________________________ Date: _________________________________ STATE OF COLORADO The Board of Governors of the Colorado State University System, acting by and through Colorado State University By: _______________________________________ Name: _____________________________________ Title: _____________________________________ Date: _____________________________________ ADDITIONAL APPLICABLE APPROVALS: By: ____________________________________ Name: ____________________________________ Title: ____________________________________ Account No: ___________________________ LEGAL REVIEW Philip J. Weiser, Attorney General By: __________________________________________ Brian Anderson, Esq. Associate Legal Counsel Office of the General Counsel Special Assistant Attorney General ALL EXPENDITURE CONTRACTS REQUIRE APPROVAL BY THE UNIVERSITY CONTROLLER C.R.S. § 24-30-202 and University policy require the University Controller to approve all expenditure contracts. This Contract is not valid until signed and dated below by the University Controller or delegate. Contractor is not authorized to begin performance until such time. If Contractor begins performing prior thereto, the University is not obligated to pay Contractor for such performance or for any goods and/or services provided hereunder. Services Agreement RFP 10155 Shared Micromobility Page 47 of 52 Official Purchasing Document Last updated 3/2025 COLORADO STATE UNIVERSITY CONTROLLER By: ______________________________________ Date: ___________________________________ Services Agreement RFP 10155 Shared Micromobility Page 48 of 52 Official Purchasing Document Last updated 3/2025 VII. EXHIBIT A SCOPE OF WORK DESCRIPTION: Enter HERE the Scope of Work, including the following: (a) description of activities; (b) list of required deliverables, i.e. goods, services, results, reports; (c) required timetable for completion of tasks or conveyance of deliverables. Services Agreement RFP 10155 Shared Micromobility Page 49 of 52 Official Purchasing Document Last updated 3/2025 VIII. EXHIBIT B PRICE, COST AND PAYMENT PROVISIONS I. PAYMENT PROVISIONS. 1. Nature of Payments. The timing and amount of payments made to Contractor under this Contract shall be one or more of the following: i. The contract price of $enter dollar amount. Payment amount and scheduling shall be made as follows: DATE, EVENT or DELIVERABLE AMOUNT PAYABLE ii. Per the payment schedule and amounts identified in Exhibit . iii. For time and material/hourly labor contracts, University shall pay the Contractor at the rate of $ per hour for labor, plus cost of materials, with total charges not to exceed a maximum price of $enter dollar amount. The Contractor shall successfully complete the contracted services in accordance with the Contract requirements within the maximum price specified herein. The Contractor shall submit invoices monthly, together with proof of time and costs, no later than the tenth (10th) day of the month. Payments will be made within thirty (30) days after invoice. iv. For cost reimbursement contracts, University shall reimburse the Contractor’s actual, reasonable, and allowable costs, as defined herein, not to exceed $enter dollar amount. The Contractor shall submit invoices monthly no later than the tenth (10th) day of the month. Payments will be made within thirty (30) days after receipt of invoice. 2. Maximum Amount Payable per Fiscal Year/Calendar Year. Unless otherwise provided by a signed Amendment, the maximum amount payable by the University to Contractor during each year of the Term shall be: $ in FY Calendar Year $ in FY Calendar Year $ in FY Calendar Year $ in FY Calendar Year $ in FY Calendar Year 3. Inclusions. Except as otherwise set forth in this exhibit, the above rates include all fees, costs and expenses, including, but not limited to, labor costs, travel expenses, parts, service, repair, removal, replacement, supplies, installation, testing, reporting, Services Agreement RFP 10155 Shared Micromobility Page 50 of 52 Official Purchasing Document Last updated 3/2025 analysis, delivery charges and any other expenses incurred by Contractor in the performance hereunder. Services Agreement RFP 10155 Shared Micromobility Page 51 of 52 Official Purchasing Document Last updated 3/2025 EXHIBIT C FEDERAL FUNDS ADDENDUM Should federal funds be used for payment by University under the Contract, the following provisions shall be deemed incorporated and made a part of the Contract: 1. Equal Employment Opportunity. Contractor shall comply with E.O. 11246, “Equal Opportunity,” as amended by E.O. 11375, “Amending Executive Order 11246 Relating to Equal Employment Opportunity,” and as supplemented by regulations at 41 CFR part 60, “Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor.” 2. Copeland “Anti-Kickback” Act, 18 U.S.C. 874 and 40 U.S.C. 276c (Applicable to contracts in excess of $2000 for construction or repair.). Contractor shall comply with the Copeland “Anti- Kickback” Act (18 U.S.C. 874), as supplemented by Department of Labor regulations (29 CFR part 3, “Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States”). The Act provides that each contractor or sub-recipient shall be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he is otherwise entitled. The recipient shall report all suspected or reported violations to the University. 3. Davis-Bacon Act, as amended, 40 U.S.C. 276a to a-7 (Applicable to construction contracts of more than $2000.). Contractor shall comply with the Davis-Bacon Act (40 U.S.C. 276a to a-7) and as supplemented by Department of Labor regulations (29 CFR part 5, “Labor Standards Provision Applicable to Contracts Governing Federally Financed and Assisted Construction”). Under this Act, contractors shall be required to pay wages to laborers and mechanics at a rate not less than the minimum wages specified in a wage determination made by the Secretary of Labor. In addition, contractors shall be required to pay wages not less than once a week. The recipient shall place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation and the award of a contract shall be conditioned upon the acceptance of the wage determination. The recipient shall report all suspected or reported violations to the University. 4. Contract Work Hours and Safety Standards Act, 40 U.S.C. 3701-3708 (Applicable to construction contracts of more than $2000 and other contracts involving the employment of mechanics or laborers in excess of $2500.). Contractor must comply with Sections 102 and 107 of the Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708), as supplemented by Department of Labor regulations (29 CFR part 5). Under the Act, each contractor shall be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than 1 ½ times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The Act is applicable to construction work and provides that no laborer or mechanic shall be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. 5. Rights to Inventions Made Under a Contract or Contract. Contracts or agreements for the performance of experimental, developmental, or research work shall provide for the rights of the Federal Government and the recipient in any resulting invention in accordance with 37 CFR part Services Agreement RFP 10155 Shared Micromobility Page 52 of 52 Official Purchasing Document Last updated 3/2025 401, “Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Governmental Grants, Contracts and Cooperative Agreements,” and any implementing regulations issued by the awarding agency. 6. Clean Air Act 942, U.S.C. 7401, et seq., and the Federal Water Pollution Control Act, 33 U.S.C. 1251, et seq., as amended (Applicable to Contracts and sub-grants of amounts greater than $100,000.). Contractor must comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401, et seq.) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251, et seq.). Violations shall be reported to the University and the Regional Office of the Environmental Protection Agency (EPA). 7. Byrd Anti-Lobbying Amendment, 31 U.S.C. 1352. Contractors who apply or bid for an award of $100,000 or more shall file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier shall also disclose any lobbying with non-Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the University. 8. Debarment and Suspension, Executive Orders 12549 and 12689. No contract shall be made to parties listed on the general Services Administration’s List of Parties Excluded from Federal Procurement of Non-procurement Programs in accordance with Executive Orders 125449 and 12689, “Debarment and Suspension.” This list contains the names of parties debarred, suspended, or otherwise excluded by agencies, and contractors declared ineligible under statutory or regulatory authority other than Executive Order 12549. Contractors with awards that exceed the small purchase threshold shall provide the required certification regarding its exclusion status and that of its principal employees. 9. Combating Trafficking in Persons, 22 U.S.C. 7101. The United States Government has adopted a zero-tolerance policy regarding Contractors and Contractor employees that engage in or support severe forms of trafficking in persons, procurement of commercial sex acts, or use of forced labor. During the performance of this Contract, Contractor shall ensure that its employees do not violate this policy. Should University become aware that Contractor has violated this policy, University may terminate the contract for breach in accordance with the termination clause herein.