ATTACHMENT A
REVOCABLE LICENSE AGREEMENT
This Revocable License Agreement (“Agreement”) is entered into as of , 2024 (“Effective Date”), by and between the CITY OF COTATI, a municipal corporation of the State of California (hereinafter "City"), and DROP MOBILITY CORPORATION and DROPBIKE INC, DBA Drop Mobility, a California corporation (hereinafter “Licensee” or “Drop Mobility”).
RECITALS:
A. City is the owner of the public right of way located at sites in Cotati, California, more particularly described in Exhibit A attached hereto and incorporated herein (“Premises”).
B. Drop Mobility is a duly qualified and licensed shared micromobility operator, experienced in the operations of bike share micromobility systems, including rental, repair, marketing, customer service, and related services.
C. Drop Mobility seeks to install, operate, and maintain modular bicycle racks and a bike hub, designated for locking and storing Class I Electric Bicycles including related display panels of information and instruction for use.
D. Drop Mobility seeks to locate said bike hubs on a portion of City’s Property, for the purposes outlined above.
E. City has determined that the said right of way will not be required for a public purpose during the term of this License and that the use of the surface of said right of way by the public or the City will not be impaired.
F. City finds that there is a public benefit in providing a bike sharing system to the community.
G. City is willing to grant a license to Drop Mobility for these purposes on the terms and conditions hereinafter set forth.
FOR VALUABLE CONSIDERATION, the receipt of which is acknowledged, the parties agree as follows:
1. Grant of License
City grants to Drop Mobility, subject to the conditions and covenants of this Agreement, a revocable license (“License”) to use the Premises for the purposes outlined above, together with necessary rights of ingress and egress over portions of the Property for these purposes. This grant of access is exclusively to permit access to the bike racks of the bike hub and does not include any rights to the remainder of City’s Property.
License Agreement
2. Nonexclusiveness of License
This License is non-exclusive.
3. Prior Rights
This grant is made subject and subordinate to the prior and continuing right and obligation of the City to use the Property in the performance of its transportation operations, as they may now exist and as may be contemplated in the future.
In the event City determines that it needs to obtain possession of all or a portion of the Premises or needs to place restrictions on Lessee’s use of the Premises, City will give Lessee thirty (30) days’ notice prior to the date Lessee must vacate the Premises, a portion of the Premises or restrict the Permitted Use (“Surrender Date”). If City only uses a portion of the Premises, this License will continue in full force for the remainder of the Premises.
This grant is made subject to all licenses, Licenses, easements, restrictions, conditions, covenants, encumbrances, liens, and claims of title which may affect Property. The word “grant” shall not be construed as a covenant against the existence of any of these.
4. Term of License
The term of this License shall commence upon execution of this Agreement subject to the following:
a. Either party may terminate this License by giving ninety (90) calendar days of written notice to the other party,
b. If Drop Mobility defaults with respect to any obligation, covenant or condition of this Agreement and fails to correct the default within thirty (30) days after receipt of written notice from City of its intention to do so, City may immediately terminate this Agreement by written notice to Drop Mobility.
5. Drop Mobility Obligations
Drop Mobility agrees to install, operate, and maintain bicycle racks / bike hubs for Class 1 Electric bicycles in furtherance of operating the Bike Share Program.
As further consideration for this License, Drop Mobility acknowledges and agrees to the following when using the Property:
a. Utilities. Drop Mobility acknowledges that no utilities are required nor offered in association with the use of the portion of the City’s Property associated with this license agreement.
b. Access. Access to the Property shall only be by public streets, designated bicycle pathways and interior circulation routes in accordance with the paths of travel.
License Agreement
c. Surrender and Restoration. Upon termination of this License, Licensee, at its sole cost and expense, shall remove any improvements placed on the Premises, remove any personal property therefrom, restore the Premises to its original condition, and cease any further use of the Premises as provided herein. Should Licensee neglect to restore the Premises to a condition satisfactory to the City within 90 days, City may perform such work or have such work performed and Licensee shall immediately reimburse City for all direct and indirect costs associated with such work upon receipt of a statement therefore.
6. Hazardous Materials
No hazardous materials shall be handled by Drop Mobility at any time upon Property.
7. Assumption of Risk
Drop Mobility shall assume all risk of damage to property of Drop Mobility, including specifically to its bike share bicycles, wherever located on City Property and its docking equipment while upon Property of City incident to its use of Property as defined in this License; provided, however, such assumption by Drop Mobility shall not include any damage caused by the negligence and/or willful misconduct of City, its agents or employees.
8. Indemnification
Drop Mobility shall release, defend, and indemnify City, its successors and assigns and its directors, officers, employees, and agents (collectively, “Indemnitees”) from and against all claims, liability, cost, and expense for loss of, or damage to, property and for injuries to, or death of, any person (including, but not limited to, the property and employees of each party) when arising or resulting from the use of Premises by Drop Mobility or Drop Mobility invitees; or Drop Mobility 's breach of these provisions; provided, however, such release shall not include any liability, cost or expense caused by the negligence and/or willful misconduct of City, its agents or employees. It is the intention of the parties that should any term of this indemnity provision be found to be void or unenforceable, the remainder of the provision shall remain in full force and effect.
9. Insurance
Licensee agrees to obtain and maintain in full force and effect during the term of this Agreement the insurance policies set forth in Exhibit “B” “Insurance Requirements” and made a part of this Agreement. All insurance policies shall be subject to approval by City as to form and content. These requirements are subject to amendment or waiver if so approved by the City Manager. Licensee agrees to provide City with copies of the required policies upon request.
10. Notices
All notices required or permitted to be given under this Agreement shall be in writing and mailed postage prepaid by certified or registered mail, return receipt requested, or by License Agreement
personal delivery or by overnight courier, to the appropriate address indicated below or at such other place or places as either City or Drop Mobility may, from time to time, respectively, designate in a written notice given to the other. Notices shall be deemed sufficiently served four (4) days after the date of mailing by certified or registered mail, one (1) day after mailing by overnight courier, or upon personal delivery.
To DROP MOBILITY: Dropbike Corporation
548 Market Street, PMB 64073
San Francisco, CA 94104
Attn:
To Licensor: Community Development Department
City of Cotati
201 West Sierra Avenue
Cotati, CA 94931
Day-to-day communications to Licensor regarding this
Agreement should be directed to:
Jon-Paul Harries, Senior Planner
11. Successors and Assigns
Drop Mobility shall not assign nor sublet, in whole or in part, any rights covered by this Agreement, or permit any other person, firm, or corporation, to use, in whole or in part, any of the rights or privileges granted pursuant to this Agreement, without first obtaining the written consent of City.
12. No Waiver
No waiver of any default or breach of any covenant of this Agreement by either party shall be implied from any omission by either party to take action on account of such default if such default persists or is repeated, and no express waiver shall affect any default other than the default specified in the waiver, and then the waiver shall be operative only for the time and to the extent stated. Waivers of any covenant, term, or condition by either party shall not be construed as a waiver of any subsequent breach of the same covenant, term, or condition. The consent or approval by either party to or of any act by either party requiring further consent or approval shall not be deemed to waive or render unnecessary their consent or approval to or of any subsequent similar acts.
13. Severability
Each provision of this Agreement is intended to be severable. If any term of provision shall be determined by a court of competent jurisdiction to be illegal or invalid for any reason whatsoever, such provision shall be severed from this Agreement and shall not affect the validity of the remainder of this Agreement.
License Agreement
14. Attorneys’ Fees
If any legal proceeding should be instituted by either of the parties to enforce the terms of this Agreement or to determine the rights of the parties under this Agreement, the prevailing party in the proceeding shall receive, in addition to all court costs, reasonable attorneys’ fees.
15. Governing Law
The rights and liability of the parties under this Agreement shall be interpreted in accordance with the laws of the State of California.
16. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an original but both of which together shall constitute one and the same agreement.
IN WITNESS WHEREOF, the parties have executed this License as of the day and year first above written by their duly authorized representatives.
CITY OF COTATI
By:
Name
___________________________________
City Manager
___________________________________
Date
DROPBIKE CORPORATION
By:
Name
_________________________________
Title
___________________________
Date:
Exhibit A
Bike Share Parking Hub Locations (two locations total)
La Plaza Park – Old Redwood Highway & La Plaza
East Cotati Avenue & La Salle Avenue