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HomeMy WebLinkAboutRFP - 8913 SHARED MOBILITY DEVICE (INCLUDING E-SCOOTER) PROGRAMRFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 1 of 50 REQUEST FOR PROPOSAL 8913 SHARED MOBILITY DEVICE (INCLUDING E-SCOOTER) PROGRAM The City of Fort Collins (City) and Colorado State University (CSU) are requesting proposals to select one (1) qualified operator for a one (1) year pilot program to deploy shared mobility devices (e.g. stand-up electric scooters). As part of the City’s commitment to Sustainable Purchasing, proposals submission via email is preferred. Proposals shall be submitted in a single Microsoft Word or PDF file under 20MB and e-mailed to: purchasing@fcgov.com. If electing to submit a hard copy proposal we require one (1) hard copy and one (1) electronic copy on a jump drive to be received at the City of Fort Collins' Purchasing Division, 215 North Mason St., 2nd floor, Fort Collins, Colorado 80524. Proposals must be received before 3:00 p.m. (our clock) on May 24, 2019 and referenced as Proposal No. 8913 Shared Mobility Device (Including E- Scooter) Program. If delivered, they are to be sent to 215 North Mason Street, 2nd Floor, Fort Collins, Colorado 80524. If mailed, the address is P.O. Box 580, Fort Collins, 80522-0580. Please note, additional time is required for bids mailed to the PO Box to be received at the Purchasing Office. The City encourages all Disadvantaged Business Enterprises (DBEs) to submit proposals in response to all requests for proposals. No individual or business will be discriminated against on the grounds of race, color, sex, or national origin. It is the City’s policy to create a level playing field on which DBEs can compete fairly and to ensure nondiscrimination in the award and administration of all contracts. All questions should be submitted, in writing via email, to Marisa Donegon, Buyer at mdonegon@fcgov.com no later than 5:00 PM MST (our clock) on May 10, 2019. Please format your e-mail to include: RFP 8913 Shared Mobility Device (Including E-Scooter) Program 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): 07018 Motor Scooters and Trucksters, Engine Driven 07020 Motor Scooters and Trucksters, Electric Powered 80567 Scooters and Skateboards 97550 Motorcycles, Motor Scooters and Trucksters 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. Vendors may submit one (1) additional complete proposal clearly marked “FOR PUBLIC VIEWING.” In this version 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 8913 Shared Mobility Device (Including E-Scooter) Program Page 2 of 50 of the proposal, the Vendor may redact text and/or data that it deems confidential or proprietary pursuant to CORA. 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 and financial data information is not required to be disclosed by the City. Proposals may not be marked “Confidential” or ‘Proprietary’ in their entirety. All provisions of any contract resulting from this request for proposal will be public information. New Vendors: The City requires new Vendors receiving awards from the City to fill out and submit an IRS form W-9 and to register for 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 with your proposal. 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 or CSU 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 and CSU reserve the right to reject any and all proposals and to waive any irregularities or informalities. The selected Vendor shall be expected to sign the City’s and CSU’s standard Agreement prior to commencing Services (see samples attached to this Proposal). Sincerely, Gerry Paul Purchasing Director RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 3 of 50 I. BACKGROUND & OBJECTIVE A. Objective The City of Fort Collins (“City”) and Colorado State University (“CSU”) are requesting proposals to select one (1) qualified operator (the “Operator”) for a one (1) year pilot program to deploy shared mobility devices (e.g. stand-up electric scooters). The City and CSU each plan to award the selected Operator separate and independent Service Agreements, using each entity’s agreement form. The City and CSU reserve the right to terminate the pilot program at any time. Based on the outcome of the pilot program, the City and CSU may elect at their sole option one or more of the following: a. Discontinue the shared mobility device program and revoke the permit(s); b. Renew the existing Agreements for one (1) year with the option to renew for up to an additional four (4) one-year terms for a total of up to five (5) years; c. Renegotiate the terms of the Agreement based on the City’s and CSU’s learnings from the pilot program particularly as it relates to the financial model and other operational considerations; d. Not renew the Agreement and initiate a new RFP to select a new operator for the shared mobility devices which may or may not include the addition of a bike and/or e-bike share program; e. Not renew the Agreement and initiate a new RFP to select multiple operators for the shared mobility devices which may or may not include the addition of a bike and/or e-bike share program; f. Such other direction at the City’s and CSU’s sole discretion. B. Special Notice Award of a Service Agreement and initiation of the one (1) year pilot program is subject to adoption of an ordinance by the City of Fort Collins City Council based on the April 17, 2019 passage of Colorado HB19-1221. This bill excludes electric scooters from the definition of “toy vehicle” and includes electric scooters in the definition of “motor vehicle”, thus authorizing the use of electric scooters on roadways. Toy vehicles are authorized for use on sidewalks, but not for use on roadways. C. Background Fort Collins is a vibrant community of approximately 151,000 located 65 miles north of Denver, at the base of the foothills of the Rocky Mountains. The City is 56 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 33,000 students and over 7,500 faculty and 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 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 4 of 50 than 40,000 fans to campus. CSU also hosts hundreds of thousands of visitors each year. Shared mobility devices (e.g., stand-up electric scooters) are spreading rapidly across the country. Currently these new shared mobility devices exist in an emerging and evolving regulatory landscape and experiences from other municipalities show there is a need to have in place policies and practices that will allow for a successful program. The City and CSU are pleased to welcome a shared mobility device operator (“Operator”) as a partner with the City and CSU to add to both the City and CSU’s sustainability- and accessibility-focused transportation efforts. It is anticipated that the deployment of these devices will bring the City closer to achieving its Climate Action Plan and Transportation Master Plan for sustainable transportation and emission-reduction goals, and will bring CSU closer to achieving its Climate Action Plan. The City and CSU recognize that if an acceptable partnership is agreed to, the introduction of shared mobility devices into Fort Collins and CSU could help fill first mile/last mile geographic gaps in the City's transit system, reduce motorized vehicle emissions, improve air quality, expand sustainable travel throughout the city, and provide additional sustainable travel options for those who are mobility-challenged. The City and CSU will evaluate the use of shared mobility devices on an ongoing basis to ensure that the selected Operator is appropriately permitted to be operating in the public right of way (ROW) and maintains compliance to 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. D. Definition a. Shared Mobility Device: Any conveyance or device, including but not limited to electric scooters, skateboards and other toy vehicles, that integrates on-board technology allowing an individual to obtain the conveyance or device, either in person or remotely, from private property or the public right of way, whether or not such conveyance or device is human or motor powered. They may be rented from a designated location and returned to the same or a different designated location that is permitted by the City and/or CSU and managed by the Operator. b. Shared Mobility System: A system which provides a shared mobility device for short-term rentals for trips and which may be locked or unlocked with or without being located on a rack or docking system. Shared mobility systems consist of the devices, designated parking and storage areas and facilities, and enabling technology including a mobile app. E. Eligibility, Prerequisites, and Compliance a. The Operator selected under this Request for Proposal (RFP) to participate in the pilot program will be required to enter into separate Service Agreements with the City and CSU similar to Attachment 2 and Attachment 3. The Service Agreements are subject to negotiation and mutual agreement at the City’s and CSU’s sole discretion. RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 5 of 50 b. The Operator will be required to obtain a Shared Mobility Encroachment Permit from the City https://www.fcgov.com/engineering/pdf/encroachmentpermit_digital.pdf. A Shared Mobility Encroachment Permit is required for all shared mobility devices with onboard technology that allow a user to check out the device remotely from and operate in the Fort Collins public Right of Way (ROW). A per device permit is required to operate the device on property owned and operated by CSU. c. In addition to the Shared Mobility Encroachment Permit required for general operation in the ROW, the Operator must obtain a Shared Mobility Parking Station Encroachment Permit https://www.fcgov.com/engineering/pdf/encroachmentpermit_digital.pdf from the City’s Engineering Department if the Operator intends to build a parking structure. The Encroachment Permit application will require the Operator to submit a sketch plan showing the proposed location(s) of the encroachment(s) and locations of the property line(s), sidewalk(s), and street(s). Should the Operator opt to designate painted parking zones without building parking structures, a Shared Mobility Parking Station Encroachment Permit will NOT be required; however, a sketch plan showing the proposed location(s) of the proposed designated painted parking zones and locations of the property line(s), sidewalk(s), and street(s) will be required to be submitted to the City Engineering Department for approval. d. The Operator must establish designated parking areas on the CSU campuses for storage and checking out and returning devices. The Operator and CSU will jointly agree on the locations and necessary equipment, such as a rack or docking station, for each such facility. All facilities will be constructed and maintained at the sole cost of the Operator, to CSU’s codes and specifications. e. The City Shared Mobility Encroachment Permit and Shared Mobility Parking Station Encroachment Permit must comply with City Code Chapter 23, Article III, Division 3 (Encroachments). The City’s Engineering Department will review these permits and either approve or deny, such permits based on the City Code standards. f. Any shared mobility device that is staged on private property will count toward Operator’s total fleet size limit if the onboard technology will allow a user to check it out from the ROW at any point. g. If a shared mobility parking station is located on private property, the Operator may be required to submit a Minor Amendment Application for review and approval of the proposed location. h. During the pilot program, it is anticipated that the Operator will initially deploy between 500 to 1,000 devices. However, the City and CSU will seek input from Operator to optimize deployment quantity. Additional devices may be allowed, at the City’s and CSU’s discretion, particularly in high-usage CSU locations and in RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 6 of 50 “vulnerable areas” (historically marginalized and under-resourced) as defined in the Health & Equity Index in the City’s Trends & Forces Report. Coverage for CSU includes the CSU main campus and all other campus locations within the serviceable area. During CSU’s summer and winter break periods, the number of devices may be temporarily reduced as deemed reasonable by Operator and as mutually agreed by CSU. i. The City and CSU may adjust device fleet size requirements and limits based on Operator-provided utilization data, Operator performance, and operational outcomes. For example, the City and/or CSU may authorize the Operator to increase the number of devices if demand exceeds a certain threshold. Alternatively, the Operator may be required to reduce the number of devices if demand is below a certain threshold or the Operator’s performance is not meeting expectations. j. Operator shall provide the City and CSU with a monthly updated list of all currently deployed devices, their unique identification numbers, and, upon request, user information related to any ongoing criminal investigation. Operator will also cooperate with any ongoing criminal investigation that involves an e-scooter user. k. The awarded Operator must adhere to all Municipal Code sections, including but not limited to the following Municipal Code sections that are directly related to shared mobility devices. Please note that ordinances No. 028 (related to parking of shared mobility devices) and No. 029 (related to Dismount Zone compliance) have been adopted by City Council but have not yet been updated in Municipal Code as of the posting of this RFP. i. Municipal Code, Chapter 24 – Streets and Sidewalks ii. Municipal Code, Chapter 23 – Public Property / Article III. – Obstructions and Permits, Sec. 23-46. – Limitations iii. Municipal Code, Chapter 23 – Public Property / Article III. – Obstructions and Permits, Division 3 – Encroachments iv. Municipal Code, Chapter 23 – Public Property / Article IV. – Disposition of Property, Division 3 – Tangible Personal Property, Sec. 23-127 – Disposition of lost, abandoned or other unclaimed tangible property v. Traffic Code, Part 14 – 1410. – Use of highways for traveling on snowmobiles, skis, toboggans, coasting sleds, skates or similar devices vi. Traffic Code, Part 14 – Other Offenses, 1410.1 – Low-speed electric vehicles vii. Municipal Code, Chapter 23 – Public Property / Article IX. – Natural Areas, Sec. 23-193 – Prohibited acts; permits. (18) viii. Municipal Code, Chapter 23 – Public Property / Article X. – Parks, Trails and Recreation Areas, Sec. 23-203 – Prohibited acts; permits. (1) RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 7 of 50 ix. Traffic Code, Part 14 – Other Offenses, Sec. 1401 – Reckless Driving x. Traffic Code, Part 14 – Other Offenses, Sec. 1402 – Careless Driving xi. Traffic Code, Part 21 – Operation of Bicycles, Electric Assisted Bicycles and Other Human – Powered Vehicles, Sec. 2106 – Sidewalks and Trails The City has the right to amend its City Code at any time and the permitted Operator must comply with any such amendments that apply to shared mobility devices. Amendments could include alignment to changes to the Colorado Revised Statues. II. REQUEST FOR PROPOSAL OVERVIEW Operators interested in being considered for this shared mobility device pilot project must respond to this RFP with a proposal. The proposal should address all the elements detailed in Section III, Proposal Submittal. A. Desired Minimum Qualifications Operator must have experience with a minimum of three (3) entities of similar size to Fort Collins, deployed 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 firms who can demonstrate a positive relationship between a city and college or university. B. Anticipated Schedule The following represents the City and CSU’s target schedule for the RFP. The City and CSU reserve the right to amend the target schedule at any time. • RFP issuance: April 29, 2019 • Question deadline: 5:00 PM MST on May 10, 2019 • Proposal due date: 3:00 MST (our clock) on May 24, 2019 • Interviews (tentative): Week of June 10 – 21, 2019 • Award of Contract (tentative): July 15, 2019 C. Interviews In addition to submitting a written proposal, the top-rated Operators may be interviewed by the RFP assessment team and asked to participate in an oral presentation to provide an overview of the company, approach to the project and to address questions. The evaluation criteria for the oral interviews will be the same as the criteria for the written evaluations and is included in Section IV. D. Subcontractors Operators will be responsible for identifying any subcontractors to include independent contractors (Form 1099 employees) in their proposal. Please note that the City and CSU will contract solely with the awarded Operator; therefore, subcontractors and independent contractors will be the responsibility of the Operator. RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 8 of 50 E. Proposal Format Please limit the total length of your proposal to a maximum of fifty (50) double sided or one hundred (100) single sided 8 ½ x 11” pages (excluding cover pages, table of contents, dividers, Operator Statement form, and confidential financial data). 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. Please, no embedded documents. Proposals that do not conform to these requirements may be rejected. F. Fees, Licenses, Permits The successful Operator shall be responsible for obtaining any necessary licenses, fees or permits without additional expense to the City and CSU. All equipment shall be properly licensed and insured, carry the appropriate permits and be placarded as required by law. G. Laws and Regulations The Operator agrees to comply fully with all applicable local, State of Colorado and Federal laws and regulations and municipal ordinances. H. Payment Payments to the City shall be sent to: City of Fort Collins PO Box 580 Fort Collins, CO 80524 Payments to CSU shall be sent to: Colorado State University Procurement Services 200 W. Lake Street 6010 Campus Delivery Fort Collins, CO 80523-6010 III. PROPOSAL SUBMITTAL For this section, Operators 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 Operators 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. Responses should include all the items in the order listed below. It is suggested that the Operators include each of the City and CSU’s questions with their response immediately following the question. Neither the City nor CSU shall reimburse any Operator for costs incurred in the preparation and presentation of their proposal. RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 9 of 50 A. Cover Letter / Executive Summary / Intent The Executive Summary should describe the overall vision for the service and include highlights from the content of the proposal and features of the program offered. B. Operator Information a. Project team, including resumes/CV and qualifications of lead team members. Include an organization chart that includes the entire company as well as the local team. Identify the point of contact for the City and CSU. b. Number, type, location and duration of other shared mobility systems operated. Include the number of unique riders and number of shared mobility device for each shared mobility system. Include all current operations, and the operating permitting requirements and history of compliance with permitting, state and local law. c. Length of corporate operation, and related or ancillary business operations beyond shared mobility systems. d. Names and addresses of any person or entity that has (i) more than 10 percent equity, participation, or revenue interest in the firm or (ii) is a trustee, director, partner, or officer of that entity or of another entity that owns or controls the firm. Identify the names and addresses of any parent or subsidiary of the firm and describe the nature of any such parent or subsidiary business entity. Identify any subcontractors, independent contractors or other partner organizations. e. Operators are to submit the most recent financial statement (audited preferred) including balance sheet and income statement, as well as a statement of cash flows. Also provide a banking reference (name, address and phone number). The financial information will be considered confidential commercial and financial data pursuant to the Colorado Open Records Act (C.R.S. 24-72-201 et. seq.). Operators must also include three (3) other pricing structures from other shared mobility programs. Additionally, net income made from these shared mobility device (e-scooter) program partnerships with municipalities must be included. Additionally, please share incidences of failed shared mobility device launches that resulted in the termination of an agreement and/or non-renewal. C. Equipment Provide specific details of the proposed equipment and supporting elements. a. Type and specifications of all devices. The selection committee may request a device demonstration if desired to clarify or confirm device details or functionality. b. Number of devices proposed at launch and anticipated at the maximum during the pilot program. Please also indicate the proposed size of the “buffer stock” required to maintain the approved deployed fleet quantity. Please note, all devices to include “buffer stock” will be subject to any per device fees and/or registration requirements. RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 10 of 50 c. Device communications, device location systems, device capabilities, and system data collection details. d. Functionality and features of software and operations management systems. e. Identify ability to provide the minimum number of devices needed to deploy at program launch date. f. Identify location of local warehouse or operational centers. D. Operations and Maintenance Provide a system operations overview of daily operations and administration including the following detailed information. a. Propose annual fees: i. Annual per device fee for the City. ii. Annual per device fee for CSU. iii. Annual payment for CSU. b. Propose user payment structure, including any low-income or special payment options. c. Hours of device availability, hours of customer service support, and hours of field support (i.e. outreach, rebalancing and maintenance). d. Staffing plan and responsibilities for the City’s and CSU’s operations. e. Plan for achieving Citywide and CSU campus coverage and balancing, including the nature and frequency of rebalancing throughout the day to provide availability and avoid overconcentration of devices. CSU is particularly interested in the number of devices or percentage of deployments balanced to campus on a daily- basis. f. Plan for resolution of on-going issues, daily complaints, accidents and emergencies. Provide details of how you will move devices and the time required that are not parked in compliance or are out of service. g. Plan for preventative and corrective device maintenance and daily safety checks. h. Define how customers can communicate issues, how you will respond and the timeframe for response. Define how customer communications will be tracked and reported. i. Details of customer service system to be provided, including staffing, wait time or availability, languages, and medium (text, phone, twitter, etc.). j. Ability to offer service to customers without a credit card or smart phone. E. Parking, Helmets & Safety Compliance a. Describe your education and enforcement focused approach to parking in a manner that is safe, legal, and complies with local and state law. Include both charger deployment and customer use. Describe the technology and equipment you will utilize to manage parking. Describe geo-fencing and virtual station capabilities, and agreement to comply with required parking hubs for chargers and customers. b. Describe strategies to influence customer riding and parking behavior; be specific RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 11 of 50 about what will be offered and at what time. Describe how you will engage with users who repeatedly violate rules or otherwise misuse the system. c. Strategy for avoiding underage use of e-scooters or use without a driver’s license. d. Plan for making helmets available to customers of e-scooters. e. Plan for educating users about rules of the road. f. Strategies for incorporating features into system functionality to address parking, helmet use and roadway safety. F. Engagement Describe the outreach and engagement program including marketing, education, safety outreach, and education regarding local and state laws. a. Plan for community engagement. b. Plan to implement safety programs. c. Plan for public information and education to users and non-users. d. Marketing program. e. Ability to achieve interoperability or integration with other modes of transportation. G. Data Describe in detail the front and back-end technology. Including data availability, specifications and content. a. Scope and specifications of data available. b. Method of making data available to the City and CSU, including components/details of a data dashboard. Include screenshots and provide examples of any similar monthly reports. Monthly reports will be required showing ride data, including data for rides originating/terminating within both the City and CSU serviceable areas. c. Plan for monitoring system effectiveness, customer satisfaction, and municipal relationships over time. d. Plan to comply with privacy laws and best practices. Provide your most recent third-party PCI audit. Plan to protect personal customer data. e. Describe what, if any, user data you intend to collect and sell; and if so how this will be communicated to users and how they will be able to opt-out. H. Equity Plan a. Describe how your firm will reach underserved communities through education to encourage use. b. Describe how your firm will reach underserved communities through strategic positioning of the shared mobility devices. RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 12 of 50 I. First Mile/Last Mile Plan a. Describe how your firm’s shared mobility devices will complement existing public transit and provide for that first and last mile connection between transit stops and the user’s origin and destination. J. App a. Describe the capabilities of your firm’s app and the user experience. b. Describe the possibilities of development of an app that can house multiple shared mobility devices including those provided by the City and CSU (i.e. Transfort). c. Describe the possibilities of developing an app that will host other shared mobility devices, rideshare services vehicles, and car-pool and van-pool vehicles. Describe how the unique aspects of each transportation mode will be managed. d. Describe how your firm’s app will support directing CSU event visitors to proper parking locations. K. Long-Term Business & Innovation Plan a. Describe your firm’s long-term business/operations plan that demonstrates an understanding of the unique Fort Collins market and culture. b. Describe your firm’s innovation plan, including future incorporation of different shared mobility devices. c. Describe how your company will uphold the waste reduction goals of the City and CSU by diverting e-scooters from our landfill when they have reached the end of their useful life. L. Exceptions to Shared Mobility Document and Service Agreements a. Provide a redline with any exceptions to Attachment 1, Shared Mobility Document. b. Provide a redline with any exceptions to the City’s Service Agreement, Attachment 2. c. Provide a redline with any exceptions to CSU’s Service Agreement, Attachment 3. Notes: 1. Non-compliance with all rules set forth by the City and CSU may result in liquidated damages and potential termination of the Service Agreements. Details will be negotiated during the contract period. 2. In the event the awarded Operator does not remain in good standing with the City and/or CSU, the City and CSU reserve the right to terminate the Service Agreements and revoke the permits. In such event, the Operator will have five days to remove the entire fleet from public right of way after written notification from the City. 3. The City and CSU reserve the right to cancel the exclusive period granted under the pilot project at any time at their sole discretion. 4. The awarded Operator will be required to establish an Irrevocable Letter of Credit RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 13 of 50 as performance security in a form satisfactory to the City and CSU. The amount of the letter of credit will be three-hundred thousand dollars ($300,000) issued by a federally insured FDIC banking institute. M. References References (current contact name, current telephone number and email address) from at least three similar projects with similar requirements that have been completed within the past three (3) years. The Operator authorizes City and CSU to verify any and all information contained in the Operator’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. N. Sustainability/TBL Methodology In concise terms (no more than two pages), please describe how your organization strives to be sustainable. Address how your firm incorporates Triple Bottom Line (TBL) into the workplace. See Section IV: Review and Assessment for additional information. If possible, please highlight areas of opportunity in the project where sustainability could be applied and/or improved. O. Additional Information Provide any information that distinguishes Operator from its competition and any additional information applicable to this RFP that might be valuable in assessing Operator’s proposal. Explain any concerns Operator may have in maintaining objectivity in recommending the best solution. All potential conflicts of interest must be disclosed. IV. REVIEW AND ASSESSMENT CRITERIA A. Proposal and Interview Criteria Operators will be evaluated on the criteria listed below based on the responses provided in Section III, Proposal Submittal. These criteria will be the basis for review and assessment of the written proposals and optional interview session. At the discretion of the City, interviews of the top-rated Operators may be conducted. The rating scale shall be from 1 to 5, with 1 being a poor rating, 3 being an average rating, and 5 being an outstanding rating. 1. Technology, Equipment and Reporting 2. Financial Considerations 3. Firm Experience 4. Proposed Plans, Strategies and Approaches 5. Sustainability B. Reference Evaluation Criteria Prior to award, the Project Manager will check references using the following criteria. Negative responses from references may impact the award determination. RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 14 of 50 CRITERIA STANDARD QUESTIONS Overall Performance Would you hire this Operator again? Did they show the skills required by this project? Timetable Was the original Scope of Work completed within the specified time? Were interim deadlines met in a timely manner? Completeness Was the Operator responsive to client needs; did the Operator anticipate problems? Were problems solved quickly and effectively? Budget Was the original Scope of Work completed within the project budget? Job Knowledge If a study, did it meet the Scope of Work? If Operator administered a construction contract, was the project functional upon completion and did it operate properly? Were problems corrected quickly and effectively? Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 15 of 50 V. OPERATOR STATEMENT Operator hereby acknowledges receipt of the City of Fort Collins and CSU’s 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. Additionally, Operator hereby makes the following representations to City and CSU: a. All of the statements and representations made in this proposal are true to the best of the Operator’s knowledge and belief. b. Operator 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 120 days from the date hereof. d. The annual per device fee offered to the City is ___________________. e. The annual per device fee offered to CSU is: _____________________. f. The annual payment offered to CSU is: __________________________. g. The Operator acknowledges and agrees award of the Service Agreements and initiation of the one (1) year pilot program is subject to adoption of an ordinance by the City of Fort Collins City Council based on the April 17, 2019 passage of Colorado HB19-1221. h. The Operator acknowledges the City and CSU intend to select one firm for the pilot project. Operator further acknowledges award of a contract for the pilot project does not guarantee continuation of the program or renewal of the contract. i. Operator further agrees that the method of award is acceptable. j. If selected, the Operator agrees to comply with all requirements stated in Attachment 1, Shared Mobility Document, City’s Service Agreement and CSU’s Service Agreement. Exceptions will be considered during the negotiation process. k. Operator acknowledge receipt of addenda. Firm Name: Physical Address: Remit to Address: Phone: Name of Authorized Agent of Firm: Signature of Authorized Agent: Primary Contact for Project: Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 16 of 50 Title: Email Address: Phone: Cell Phone: NOTE: OPERATOR STATEMENT IS TO BE SIGNED & RETURNED WITH YOUR PROPOSAL. Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 17 of 50 ATTACHMENT 1 SHARED MOBILITY REQUIREMENTS 1. Device Requirements: a) Devices must have a maximum speed of 15 miles per hour (mph). b) Device speed should be governed in CSU Dismount Zones and Pedestrian Mixing Zones. c) Devices must be equipped with: i. A signaling light to demonstrate a change in direction of the device. ii. A white headlight to the front, which illuminates the road in front of the rider and is visible from a distance of 500 feet in front and from the sides; iii. A red reflector on the rear, visible from 600 feet; and iv. White or yellow reflectors on each side visible from the front and rear of the device from 600 feet. d) Devices must be equipped with GPS technology or other installed software in order to track and manage operations. Operator must be able to employ geofencing technology to ensure proper parking and operating behavior. Devices and associated technology/software must adhere to wireless communication access and cellular signal requirements and must maintain unrestricted public access. e) Each device must be individually numbered or otherwise labeled with a unique identification number that is clearly visible. f) All devices must be registered by the Operator prior to deployment with the Colorado State University Police Department (CSUPD). g) Devices must clearly display Operator’s company name and customer service contact information including a toll-free number. h) Advertisements on devices, other than identifying Operator branding, must be submitted and approved in writing by the City and CSU. i) Operator is responsible for printing and affixing all device labels and similar attachments at its own cost. 2. Permitting Process and Costs: a) Operator must apply for and be issued a Shared Mobility Encroachment Permit (for general operation in the ROW) and a Shared Mobility Parking Station Encroachment Permit, if applicable. The permit fee schedule for the pilot period is as follows: i. Shared Mobility Encroachment Permit (1) $10 per device, due upon permit issuance based on approved fleet size to include any “buffer stock” required. In the event the fleet size is increased, Operator must pay the per device fee prior to entering a device into service. The City will determine, in its sole discretion, how to utilize and allocate these funds. ii. Shared Mobility Parking Station Encroachment Permit (1) $500 parking station permit fee, due upon permit issuance iii. Annual Shared Mobility Payments and Fees (1) $30,000 annual payment to the City Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 18 of 50 (2) Annual per device fee to the City, to be proposed by each respondent to the RFP. (3) Annual per device fee to CSU, to be proposed by each respondent to the RFP. (4) Annual payment to CSU to cover program costs, to be proposed by each respondent to the RFP. b) Operator must register each unit with CSUPD with the unique identification noted above. Each unit will require a $10.00 fee for registration. A CSUPD registration sticker must be affixed to the steering apparatus of the shared mobility device. c) Operator will pay all costs related to: device purchase/maintenance/replacement, installation, launch, operations, billing and collections, charging, rebalancing, insurance, taxes, marketing, and signage, including but not limited to permitted parking location signage. 3. Parking: a) Operator must communicate parking rules and fees and other consequences associated with non-compliance to parking rules to each user, including Operator employees using or moving devices. The Operator is solely responsible for ensuring each device is parked in compliance with all rules and will be held accountable for all violations of the rules. The rules, which shall be subject to change from time-to-time at the City’s and CSU’s sole option are as follows: i. Users must park devices upright on hard surfaces in the parkway zone of the sidewalk, beside a bicycle rack or in another area specifically designated for shared mobility device parking. ii. On CSU’s campuses, Users must park devices upright on hard surfaces in areas designated by CSU, typically located beside a bicycle rack and indicated by appropriate signage provided by Operator subject to CSU’s approval. CSU reserves the right to change designated parking areas at any time during the contract upon 15 days’ notice to the Operator, and Operator will be responsible for the costs of moving any equipment. iii. Users may not park devices in such a manner as to block the pedestrian zone area of the sidewalk; any fire hydrant, call box, or other emergency facility; bus bench; stormwater improvement, or utility pole or box. iv. Users may not park devices in such a manner as to impede or interfere with the reasonable use of any commercial window display, sign display, or access to or from any building (including emergency exits), v. Users may not park devices in such a manner as to impede or interfere with the reasonable use of any bicycle rack, news rack, or parkway that requires pedestrian access, including, but not limited to, benches, parking pay stations, and transit information signs. vi. Users may not park devices in on-street parking spaces, unless in a designated device parking area. vii. Users may not park devices on blocks without sidewalks unless in a designated device parking area. viii. As per CSU’s Wheeled Conveyance Policy, shared mobility devices shall not enter or be parked inside any campus building. Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 19 of 50 ix. Users may not park devices in the parkway zone directly adjacent to or within the following areas: (1) Transit zones, including bus stops, shelters, passenger waiting areas and bus layover and staging zones, except at existing bicycle racks; (2) Loading zones; (3) Disabled parking zones; (4) Curb ramps; (5) Entryways; or (6) Driveways. b) Operator may stage devices in permitted device parking areas as described in this section. To the extent Operator desires to stage devices in areas other than the public ROW, Operator must do so in compliance with the Municipal Code and must first obtain the permission to do so from the appropriate City department, CSU Parking and Transportation Services, property owner, or public agency. c) Operator will be required to implement and administer at its own cost an on-going plan to educate users, encourage parking compliance, and keep sidewalks free of device clutter. d) Operator will be required to implement and administer at its own cost an on-going plan to address special event parking and staffing. 4. Operations: a) Operator will be solely responsible for maintaining the devices at its own cost. b) Operator will work with the City and CSU to develop charging workforce standards for who can become a charger in the city. c) Operator will administer operating hours from dawn to dusk (a half hour before sunrise until a half hour after sunset). d) Operator will rebalance the devices periodically throughout the day and evening with a full location reset each morning, no later than 7am. e) Operator will respond to requests from City and CSU staff, the public, business owners, etc., for rebalancing, reports of incorrectly parked devices, or reports of unsafe/inoperable devices by relocating, re-parking, or removing the devices, as appropriate, and correct non-compliance within 2 hours of receiving notice. f) In the event an incorrectly parked device is not relocated, re-parked, or removed, or an unsafe/inoperable device is not removed within the timeframe specified in the City’s Lost, Abandoned, Unclaimed or Unattended Tangible Personal Property policy, such devices may be removed by City crews and either placed in an adjacent permitted parking area (applies only to Operator-owned devices), or taken to a City facility for storage. g) In the event a device is parked in one location for more than is allowable under City Code without moving, such devices may be removed by City crews and taken to a City facility for storage. h) The City and CSU will provide Operator with a GIS layer indicating where the devices can be operated and parked and where they cannot, as well as where they will have to be slowed down either by the user or Operator. i) The City and CSU will assume no liability for loss, stolen or damage to Operator’s devices or other property. The City and CSU will not be responsible for providing security at any location where Operator’s devices are stored, parked or otherwise Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 20 of 50 located, and Operator must waive any claim against the City and CSU in the event its devices or other property are lost, stolen or damaged. 5. User Experience and Support: a) Operator will provide device user with engaging educational materials, advertising and trainings that include rules for safe operation and parking. b) Operator will require user to review safety information and agree to obey traffic laws (such as those related to intoxicated riding, yielding to pedestrians, obeying the Downtown Dismount Zone requirements, prohibited use on trails, etc.) and local operations (e.g. parking) rules before user begins a ride. c) Operator will require user to review information regarding the process to follow for traffic violations and citations. d) Operator will take steps to encourage user helmet, goggle and reflective gear use and compliance with pertinent City Code and State law. (Colorado State law does not require e-scooter users 18 years of age or older to wear a helmet as per Colorado Revised Statutes, Title 42. Vehicles and Traffic, Regulation of Vehicles and Traffic, Article 4. Regulation of Vehicles and Traffic, Part 14. Other Offenses.) e) Operator will discourage users from riding in City and CSU-designated no-ride or dismount zones through education and/or technological enforcement. In the event of one or more violations of the user agreement, Operator may issue warnings, and terminate user membership. f) Operator will maintain 24-hour call center customer service for users to report safety concerns, complaints, or to ask questions. Operator will also maintain a multilingual website, call center, and/or mobile app customer interface that is available twenty-four hours a day, seven days a week. The aforementioned must be compliant with the Americans with Disabilities Act. The customer service phone number must be clearly labeled on each device. g) Operator will be responsible for developing a plan for education, including marketing and targeted community outreach to provide and promote services, particularly among low income and underserved communities. Operator will implement the plan at its own cost. 6. Equity: a) Operator will be responsible for developing a plan outlining how it will make service accessible to and convenient for low-income, disadvantaged, and other marginalized populations (see “vulnerable areas” defined in the Health & Equity Index in the City’s Trends & Forces Report.) b) The plan must detail how the Operator will make service available to those without smart phones or credit cards. The plan must provide proposed rate structure for all users, including any discount programs that will be available for certain user groups. Operator will implement the plan at its own cost. Any changes to the rate plan is subject to the City’s review and written approval. Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 21 of 50 7. Transportation Hierarchy: a) Operator will be responsible for developing a plan to encourage first mile/last mile shared mobility device use, which should include incentivizing users to return to public transit locations. Operator will implement the plan at its own cost. b) Operator will be responsible for creating a program that will complement the existing Fort Collins bikeshare program and Transfort service. c) The plan must be consistent with CSU’s Principles of Community. 8. Data Sharing and Surveys: a) Operator will be responsible for developing a plan for collecting and sharing required user, performance, program costs, user fees and other data to the City and CSU. The plan must detail how the data will be shared with the City and CSU, including method and frequency (e.g., API in real-time, monthly reports in electronic format). Operator will implement the plan at its own cost. b) Operator will share, at a minimum, the following data with the City and CSU to help determine demand for shared mobility devices and rebalancing priorities: i. Utilization rates ii. Total downloads of web application, active users, and repeat users iii. Total trips by day of week, time of day iv. Origins, destinations depicted in graphical and table format by month v. Trips originating/terminating in both the City and CSU campus serviceable areas vi. Trips per device by day of week, time of day vii. Average trip distance viii. Average trip speed ix. Trips originating or ending in “vulnerable areas” as defined in the Health & Equity Index in the City’s Trends & Forces Report x. Summarized incidents of theft and vandalism xi. Device maintenance reports xii. Summarized user complaints xiii. Number of users participating in discount programs, by program type (if applicable) xiv. Summarized accidents and crashes xv. Number of users assessed fee for incorrectly parking shared mobility device xvi. Payment methods c) Operator will conduct an annual survey in coordination with the City and CSU and provide an annual evaluation report that includes member statistics, economic impacts for users, safety, operational efficiency, financial performance, and impact on automobile, transit, and bike use in the City. d) Operator will participate in calls or meetings with the City and/or CSU as requested, frequency not to exceed one per month. Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 22 of 50 9. Risk and Liability a) The Operator must obtain and maintain insurance as outlined Exhibit C of the City’s Sample Agreement, Attachment 2. b) The Operator must obtain and maintain insurance as outlined in Section VIII.10 of CSU’s Independent Services Agreement, Attachment 3. c) The Operator must defend, indemnify and hold the City and CSU harmless from any and all claims associated with the services, including but not limited to claims from users, members of the public injured by users, employees, contractors, subcontractors and any other individual involved with Operator with providing the services. d) The Operator must provide the City with a letter of credit in the amount of $300,000 which gives the City and/or CSU the unilateral right to draw upon the letter of credit to enforce insurance or indemnity obligations. e) The Operator must respond to City and CSU police inquires including, but not limited to criminal investigations, accidents and other violations within a reasonable timeframe to be determined by the City and CSU and will cooperate with all requests from City and CSU police for the duration of the pilot period. Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 23 of 50 ATTACHMENT 2 CITY SAMPLE AGREEMENT (FOR REFERENCE ONLY – DO NOT SIGN ) SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and , hereinafter referred to as "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 attached hereto as Exhibit A, consisting of ( ) page(s) and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. 2. The Work Schedule. [Optional] The services to be performed pursuant to this Agreement shall be performed in accordance with the Work Schedule attached hereto as Exhibit , consisting of ( ) page(s), and incorporated herein by this reference. 3. Time of Commencement and Completion of Services. The services to be performed pursuant to this Agreement shall be initiated within ( ) days following execution of this Agreement. Services shall be completed no later than . Time is of the essence. Any extensions of the time limit set forth above must be agreed upon in a writing signed by the parties. 4. Contract Period. This Agreement shall commence , 20 , and shall continue in full force and effect until , 20 , 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 ( ) additional one year periods. Renewals and pricing changes shall be negotiated by and agreed to by both parties. Written notice of renewal shall be provided to the Service Provider and mailed no later than thirty (30) days prior to contract end. 5. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 24 of 50 such condition. 6. Early Termination by City/Notice. Notwithstanding the time periods contained herein, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least fifteen (15) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Service Provider: City: Copy to: Attn: City of Fort Collins Attn: PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 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. Such payment shall be the Service Provider's sole right and remedy for such termination. 7. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, ($ ) as per the attached Exhibit " ", consisting of page(s), and incorporated herein by this reference. 8. City Representative. The City will designate, prior to commencement of the work, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 9. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 10. Subcontractors. Service Provider may not subcontract any of the Work set forth in the Exhibit A, Statement of Work without the prior written consent of the city, which shall not be unreasonably withheld. If any of the Work is 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. Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 25 of 50 11. 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. 12. Acceptance Not Waiver. 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 or cause of action arising out of performance of this Agreement. 13. Warranty. a. Service Provider warrants that all work performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for work of a similar nature. b. Unless otherwise provided in the Agreement, all materials and equipment incorporated into any work shall be new and, where not specified, of the most suitable grade of their respective kinds for their intended use, and all workmanship shall be acceptable to City. c. Service Provider warrants all equipment, materials, labor and other work, provided under this Agreement, except City-furnished materials, equipment and labor, against defects and nonconformances in design, materials and workmanship/workwomanship for a period beginning with the start of the work and ending twelve (12) months from and after final acceptance under the Agreement, regardless 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 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. 14. 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, such party may be declared in default thereof. 15. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) days 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 himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 16. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 26 of 50 employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 17. Indemnity/Insurance. a. The Service Provider agrees to indemnify and save harmless the City, its officers, agents and employees against and from any and all actions, suits, claims, demands or liability of any character whatsoever brought or asserted for injuries to or death of any person or persons, or damages to property arising out of, result from or occurring in connection with the performance of any service hereunder. b. The Service Provider shall take all necessary precautions in performing the work hereunder to prevent injury to persons and property. c. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit , consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Purchasing Director, P. O. Box 580, Fort Collins, Colorado 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 18. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties. Covenants or representations not contained in this Agreement shall not be binding on the parties. 19. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 20. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8- 17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 27 of 50 b. Service Provider shall not knowingly employ or contract with an illegal alien to perform work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 21. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit - Confidentiality, consisting of one (1) page, attached hereto and incorporated herein by this reference. Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 28 of 50 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: APPROVED AS TO FORM: SERVICE PROVIDER'S NAME By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 29 of 50 EXHIBIT A SCOPE OF SERVICES Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 30 of 50 EXHIBIT B (BID SCHEDULE/COMPENSATION) Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 31 of 50 EXHIBIT C INSURANCE REQUIREMENTS 1. 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, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” 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, such 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. 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 for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and 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 each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 32 of 50 EXHIBIT CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 33 of 50 ATTACHMENT 3 CSU SAMPLE AGREEMENT (FOR REFERENCE ONLY – DO NOT SIGN ) INDEPENDENT SERVICES CONTRACT I. PARTIES The Parties to this Independent Services Contract (“Agreement”) are The Board of Governors of the Colorado State University System, acting by and through Colorado State University, a body corporate and an institution of higher education of the State of Colorado, for the use and benefit of Insert Dept Name (hereinafter called the “University” or “CSU”); and Insert Contractor's Name (hereinafter called “Contractor”), a [Select One] existing under the laws of the state of Insert State (collectively, the “Parties”). II. RECITALS WHEREAS, authority to enter into this Agreement arises from C.R.S. §§ 23-30-102, 23-30-120, and 23-31-101, et seq.; funds have been budgeted, appropriated and otherwise made available; and a sufficient unencumbered balance thereof remains available for payment of this Agreement in fund number _________; and WHEREAS, the Contractor was selected pursuant to [Select One] number [n/a]. 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. III. TERM Effective Date: This Agreement shall commence on the Effective Date, which shall be the later of the date that it is signed by the Colorado State University Controller or the Controller’s authorized delegate or Insert Date or N/A. This Agreement 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 Colorado State University Controller or authorized designee. The Contractor shall not begin work before receiving a fully executed agreement and instructions to proceed. Initial Term: The Initial Term of this Agreement shall commence on the Effective Date and shall terminate on Insert Date or Applicable Timeframe, unless sooner terminated or further extended as specified elsewhere herein. Option to Extend: By Mutual Agreement: The Parties may, upon mutual written agreement, extend this Agreement for an additional term of Insert number of years or months (the “Renewal Term”). Automatic Renewal: Upon expiration of the Initial Term this Agreement shall automatically renew for Insert number and length of renewal terms. Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 34 of 50 The total duration of this Agreement, including any Renewal Term(s), shall not exceed Insert time period--max. 5 years. IV. PURPOSE / SCOPE OF WORK Purpose: The purpose of this Agreement is for Briefly describe the Agreement's purpose. 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 Initial 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 otherwise specifically authorized in the Scope of Work. V. PAYMENT TERMS This is a fixed-price Agreement. Payment for all services performed by Contractor under this Agreement shall be in the fixed sum of $[enter dollar amount] payable upon invoice after satisfactory completion of the work, except insofar as a payment schedule or other terms and conditions are set forth in Exhibit B, which, if applicable, is attached hereto and incorporated by this reference. This is not a fixed price Agreement. 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 and incorporated by this reference. 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 Agreement unless further agreed and approved in writing. Advance Payments: (Only applicable if checked.) Any advance payments required under this Agreement shall only be allowed if specially authorized by the Colorado State University Controller or delegate in compliance with the Colorado State University System Fiscal Rules. Advance Payment Approval: the undersigned represents that he or she is duly authorized to approve the advance payment to Contractor as required under this Agreement, 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: VI. REPRESENTATIVES AND NOTICES 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 email Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 35 of 50 addresses set forth below. Either Party may from time to time designate 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 6010 Campus Delivery Colorado State University Fort Collins, CO 80523-6010 Email: contracts@colostate.edu Telephone: 970-491-6166 CONTRACTOR: Name and Title Address 1 Address 2 City, State Zip Email: Email Telephone: Telephone# This is an International Agreement: (Only applicable if checked.) An international agreement with a non-U.S. contractor requires approval by the CSU Export Control Administrator or the Office of the General Counsel. By: *Signature Name: Title: ______________________________ VII. EXHIBITS If checked, the following exhibits are attached and hereby made a part of this Agreement: 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) If checked, the following exhibits are hereby incorporated and made a part of this Agreement: Exhibit F: ___________________ (please specify) Exhibit G: ___________________ (please specify) Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 36 of 50 VIII. 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 Agreement. Contractor and its employees and agents are not entitled to unemployment insurance or workers compensation benefits through the State and the State 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 Agreement. 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 State, 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 Agreement, including any extensions or renewals. If Contractor’s performance fails to conform to the requirements of this Agreement, 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 Agreement, 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 Agreement using any reasonable procedure. (3) Late Payments / Interest: The University shall pay each invoice within 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 45 days after due date shall bear interest on the unpaid balance beginning on the 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 Agreement, in whole or in part, the University’s performance hereunder is contingent upon the continuing availability of such 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 this Agreement 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 Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 37 of 50 due cannot readily be determined from this Agreement, 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 Agreement expires or is sooner terminated, (ii) final payment is made hereunder, (iii) the resolution of any pending Agreement 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 Agreement, 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 (or “CI”) as used in this Agreement, 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 CI at the time of disclosure, or (ii) the Recipient knows to be CI of the Disclosing Party. CI 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 Agreement; or was in the possession of the Recipient at the time of disclosure. CI 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 CI 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 CI shall be immediately forwarded to the Disclosing Party’s designated representative. If disclosure of the CI 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 it has, and that at all times during the term hereof it shall have and 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 has 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 Agreement is a material breach by Contractor and constitutes grounds for termination of this Agreement. (8) Compliance with Law: Contractor shall strictly comply with all applicable federal and State laws, rules, and regulations in effect or hereafter established, including, without limitation, laws applicable to discrimination and unfair employment practices. 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 Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 38 of 50 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. (9) Discrimination Prohibited: Contractor and its subcontractors shall abide by the requirements of 41 CFR 60-741.5(a). This regulation 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). This regulation prohibits discrimination against qualified protected veterans, and requires affirmative action by covered contractors and subcontractors to employ and advance in employment qualified protected veterans. (10) Insurance: A. The Contractor shall obtain, and maintain at all times during the term of this Agreement, insurance in the following kinds and amounts: 1. 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. 2. 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. 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 A, 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 Agreement 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. 3. 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. 4. (Only if checked .) Professional Liability Insurance with minimum limits of liability of not less than $1,000,000. 5. (Only if checked .) Crime / Employee Dishonesty Insurance with minimum limits of liability of not less than $1,000,000. B. 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 Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 39 of 50 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). Coverage required under the Agreement will be primary over any insurance or self-insurance program carried by the State of Colorado. C. Contractor shall notify University at least 45 days prior to cancellation or non- renewal of the required insurance coverage. D. The Contractor will require all insurance policies in any way related to the Agreement 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. E. All policies evidencing the insurance coverage required hereunder shall be issued by insurance companies satisfactory to the University. F. Upon written request, the Contractor shall, within ten (10) days, provide to the University certificates showing insurance coverage required by this Agreement. If requested by University, no later than 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 Agreement, 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. G. Self-insurance programs do not meet the State’s or 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. (11) 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 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 30 days of receipt of written notice, or if a cure cannot reasonably be expected to be completed within 30 days, or if cure has not begun within 30 days and pursued with due diligence, then the defaulting Party shall be in breach of this Agreement, and the non-defaulting Party may terminate the Agreement 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 Agreement in whole or in part if reasonably necessary to preserve public safety or to prevent immediate and/or irreparable harm. (12) Remedies for Default - Termination: In the event of default, either Party may terminate this Agreement in its entirety upon written notice. The University may terminate this Agreement 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 Agreement to the extent not Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 40 of 50 terminated, if any and may incur obligations as are necessary to do so within this Agreement’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. 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 Agreement 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. (13) 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 Agreement 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 Agreement is deemed to be contrary to the public interest or the University’s best interest. (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 Agreement, 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. Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 41 of 50 (15) Termination for Convenience: The University is entering into this Agreement for the purpose of carrying out the public policy of the State, as determined by its Governor, General Assembly, and/or 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 Agreement ceases to further the public policy of the State or otherwise ceases to benefit the University, University may terminate this Agreement in whole or in part upon not less than 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: 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 Agreement (“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. 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 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 CGIA, as now and hereafter amended. Nothing in this Agreement 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 Agreement shall be null and void. (18) Contractor Indemnification: Contractor shall indemnify, save, and hold harmless the State of Colorado, the University, and their 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 Agreement. 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. Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 42 of 50 (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. 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 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 Agreement 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 Agreement are for convenience of reference only, and shall not be used to interpret, define, or limit its provisions. (21) Amendments: Except as specifically provided in this Agreement, modifications of this Agreement shall not be effective unless agreed to in writing by both Parties in an amendment to this Agreement, properly executed and approved in accordance with applicable Colorado state laws, regulations and Colorado State University System Fiscal Rules. This Agreement 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 automatically shall be incorporated into and be part of this Agreement on the effective date of such change, as if fully set forth herein. (22) Severability/Waiver: Provided this Agreement 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 their obligations under this Agreement in accordance with its intent. Waiver of any breach under a term, provision, or requirement of this Agreement, 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, and rules and regulations issued pursuant thereto, shall be applied in the interpretation, execution, and enforcement of this Agreement. Any provision included or incorporated herein by reference which conflicts with said laws, 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 Agreement, to the extent capable of execution. All suits or actions related to this Agreement 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. Any provision to the contrary in this Agreement or incorporated herein by reference shall be null and void. Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 43 of 50 (24) Third Party Beneficiaries: Enforcement of this Agreement 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 Agreement are incidental to the Agreement, and do not create any rights for such third parties. (25) Software Piracy Prohibition (Governor’s Executive Order D 002 00): University or other public funds payable under this Agreement 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 Agreement 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 Agreement, including, without limitation, immediate termination of this Agreement and any remedy consistent with federal copyright laws or applicable licensing restrictions. (26) Employee Financial Interest (CRS 24-18-201; 24-50-507): The signatories aver that to their knowledge, no employee of the State has any personal or beneficial interest whatsoever in the service or property described in this Agreement. 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 (CRS 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) Public Contracts for Services (CRS 8-17.5-101): (Not Applicable to agreements relating to the offer, issuance, or sale of securities, investment advisory services or fund management services, sponsored projects, intergovernmental agreements, or information technology services or products and services.) Contractor certifies, warrants, and agrees that it does not knowingly employ or contract with an unauthorized immigrant who shall perform work under this Agreement and shall confirm the employment eligibility of all employees who are newly hired for employment in the United States to perform work under this Agreement, through participation in the E-Verify Program or the State program established pursuant to C.R.S. § 8-17.5-102(5)(c), Contractor shall not knowingly employ or contract with an unauthorized immigrant to perform work under this Agreement or enter into a contract with a subcontractor that fails to certify to Contractor that the subcontractor shall not knowingly employ or contract with an unauthorized immigrant to perform work under this Agreement. Contractor (a) shall not use E-Verify Program or State program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed; (b) shall notify the subcontractor and the contracting State agency within three (3) days if Contractor has actual knowledge that a subcontractor is employing or contracting with an unauthorized noncitizen for work under this Agreement; (c) shall terminate the subcontract if a subcontractor does not stop employing or contracting with the unauthorized noncitizen within three (3) days of receiving the notice; and (d) shall comply with reasonable requests made in the course of an investigation, undertaken pursuant to C.R.S. Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 44 of 50 § 8-17.5-102(5), by the Colorado Department of Labor and Employment. If Contractor participates in the State program, Contractor shall deliver to the University a written, notarized affirmation, affirming that Contractor has examined the legal work status of such employee, and shall comply with all of the other requirements of the State program. If Contractor fails to comply with any requirement of this provision or C.R.S. §§ 8-17.5-101, et seq., the University may terminate this Agreement for breach and, if so terminated, Contractor shall be liable for damages. (29) Public Contracts with Natural Persons (CRS 24-76.5-101): Contractor, if a natural person 18 years of age or older, hereby swears and affirms under penalty of perjury that he or she (a) is a citizen or otherwise lawfully present in the United States pursuant to federal law, (b) shall comply with the provisions of C.R.S. §§ 24-76.5-101, et seq., and (c) has produced one form of identification required by C.R.S. § 24-76.5-103 prior to the effective date of this Agreement. (30) Signing Authority: Contractor warrants that it possesses the legal authority to enter into this Agreement and that it has taken all actions required by its procedures, and by-laws, and/or applicable laws to exercise that authority, and to lawfully authorize its undersigned signatory to execute this Agreement, 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 Agreement within 15 days of receiving such request. This Agreement may be executed in multiple identical original counterparts, all of which shall constitute one agreement. [SIGNATURE PAGE FOLLOWS] Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 45 of 50 IN WITNESS WHEREOF, THE PARTIES HERETO HAVE EXECUTED THIS AGREEMENT *Persons signing for Contractor hereby swear and affirm that they are authorized to act on Contractor’s behalf and acknowledge that Colorado State 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 Jared Polis, GOVERNOR Board of Governors of the Colorado State University System, acting by and through Colorado State University By: _______________________________________ Name: _____________________________________ Title: _____________________________________ Date: _____________________________________ REQUIRED APPROVAL: By: ____________________________________ Name: ____________________________________ Title: ____________________________________ Account No: ___________________________ LEGAL REVIEW Phil Weiser, Attorney General By: __________________________________________ Grant Calhoun Associate Legal Counsel / Director of Contracting Services Office of the General Counsel ALL EXPENDITURE AGREEMENTS 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 Agreement 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. Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 46 of 50 COLORADO STATE UNIVERSITY CONTROLLER By: ______________________________________ Name: ___________________________________ Date: ___________________________________ Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 47 of 50 VI. EXHIBIT A TO INDEPENDENT SERVICES AGREEMENT SCOPE OF WORK GENERAL 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. Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 48 of 50 VII. EXHIBIT B TO INDEPENDENT SERVICES AGREEMENT PRICE, COST AND PAYMENT PROVISIONS PAYMENT PROVISIONS. A. Nature of Payments. The nature timing of payments made to Contractor under this Agreement is shall be: i. The contract price is $enter dollar amount. Payments shall be made as follows: DATE, EVENT or DELIVERABLE AMOUNT PAYABLE ii. Per the payment schedule and values 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 ceiling price of $enter dollar amount. The Contractor shall successfully complete the contracted services in accordance with contract requirements within the ceiling price specified herein. The Contractor shall submit invoices monthly, together with proof of time and costs, no later than the 10th day of the month. Payments will be made within 30 days after invoice. iv. For cost reimbursement contracts, University shall reimburse the Contractor’s actual, reasonable, and allowable costs, as defined herein, not exceeding $enter dollar amount. The Contractor shall submit invoices monthly no later than the 10th day of the month. Payments will be made within 30 days after invoice. B. Maximum Amount Payable. 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 C. Inclusions. Except as otherwise set forth in this exhibit, the above rates shall include all fees, costs and expenses, including, but not limited to, labor costs, travel expenses, parts, service, repair, removal, replacement, supplies, installation, testing, reporting, analysis, delivery charges and any other expenses incurred by Contractor in the performance hereunder. Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 49 of 50 EXHIBIT C TO INDEPENDENT SERVICES AGREEMENT FEDERAL FUNDS ADDENDUM Should federal funds be used for payment by University under the Agreement, the following provisions shall be deemed incorporated and made a part of the Agreement: 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. 327-333) (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. 327-333), as supplemented by Department of Labor regulations (29 CFR part 5). Under Section 102 of 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. Section 107 of 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 Agreement – Contracts or agreements for the performance of experimental, developmental, or research work shall provide for the Official Purchasing Document Last updated 10/2017 RFP 8913 Shared Mobility Device (Including E-Scooter) Program Page 50 of 50 rights of the Federal Government and the recipient in any resulting invention in accordance with 37 CFR part 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 (E.O.s 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 Nonprocurement Programs in accordance with E.O.s 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 E.O. 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.