RESOLUTION NO. _____
Resolution Of The City Council Of The City Of Emeryville Authorizing The City Manager To Execute An Agreement With Lyft Bikes And Scooters, LLC To Deploy Fifty-five Docked Electric-Assist Bicycles, And Three New Bike Share Stations in Emeryville
WHEREAS, the City of Emeryville (City) recognizes the practice of shared mobility as a beneficial mode of transportation that reduces demand for private vehicles, decreases per-capita greenhouse-gas emissions, and creates more affordable mobility options for Emeryville’s residents, businesses, and visitors, who together made a total of 17,505 trips in Emeryville from September 2022 to September 2023; and WHEREAS, on December 1, 2015, the City adopted Resolution 15-150 authorizing the City Manager to enter into agreement with the Metropolitan Transportation Commission (MTC), four other cities, and the then-bike share operator, Bay Area Motivate LLC for regional bike share operations in Emeryville, which began in July 2017; and WHEREAS, in November 2018, Bay Area Motivate LLC was purchased by Lyft, Inc., which now operates the bike share program in Emeryville, Berkeley, Oakland, San Francisco and San Jose as Bay Wheels, through Lyft Bikes and Scooters LLC (Lyft), with an exclusive right to operate docked bike share services; and WHEREAS, Emeryville’s system currently includes eleven bike share stations and 110 pedal bikes: no electric-assist bikes have been deployed yet in the East Bay cities; and WHEREAS, MTC has provided funding to Lyft to add docked electric-assist bicycles and additional docks in all five cities, with three additional stations and 55 electric-assist bikes to be deployed in Emeryville, along with 100 free monthly memberships and $15 of credit to cover e-bike fees; now, therefore, be it
RESOLVED, by the City Council of the City of Emeryville that the City Manager is hereby authorized to execute an Agreement with Lyft Bikes and Scooters, LLC to deploy fifty-five docked electric-assist bicycles and three new bikeshare stations in the City of Emeryville; and be it further
RESOLVED, that the City Council of the City of Emeryville finds and determines that the project is exempt from the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines sections 15301 (existing facilities), 151 (projects consistent with General Plan and Zoning), and 15061(b)(3) (no significant effect on the environment).
DocuSign Envelope ID: F5C9D7A2-A0F0-444E-8A7D-5C7DB3CF84F2 Resolution No. _____
BayWheels Bike Share E-Bike Expansion Agreement
City Council Meeting | March 5, 2024
ADOPTED, by the City Council of the City of Emeryville at a regular meeting held Tuesday, March 5, 2024, by the following vote:
AYES:
NOES:
ABSTAIN:
ABSENT:
MAYOR
ATTEST: APPROVED AS TO FORM:
CITY CLERK CITY ATTORNEY
DocuSign Envelope ID: F5C9D7A2-A0F0-444E-8A7D-5C7DB3CF84F2 1 Agreement between the City of Emeryville and
Lyft Bikes and Scooters, LLC
THIS AGREEMENT (this “Agreement”) is made as of ____________________, 2024 (the “Effective Date”), in the State of California, by and between Lyft Bikes and Scooters, LLC (“Contractor”), formerly d/b/a Bay Area Motivate, LLC, and the City of Emeryville, a municipal corporation (the “City” and together with Contractor, the “Parties”).
Recitals
A. The City and Contractor wish to enter into an Agreement for Docked Electric-Assist Bicycles (“Ebikes”) in the City as part of the Bay Area Bike Share Program (Program), which is a regional bikeshare program between five Participating Cities, the Metropolitan Transportation Commission, and Contractor, pursuant to Section 32.3 of the Coordination Agreement dated December 31, 2015 between the Participating Cities and Contractor.
B. Contractor represents and warrants that it is qualified to perform the Services required by the City as set forth under this Agreement.
NOW, THEREFORE, the Parties agree as follows:
Article 1 Definitions
The following definitions shall apply to this Agreement. Where any word or phrase defined below, or a pronoun in place of the word or phrase, is used in any part of this Agreement, it shall have the meaning set forth below. Capitalized terms not defined herein shall have the meanings given to such terms in the Coordination Agreement or Program Agreement (each as defined below).
(A) “Agreement” or “Contract” means this contract document, including all attached appendices, any future amendments, and all applicable City Ordinances and Mandatory City Requirements specifically incorporated into this Agreement by reference as provided herein. (B) “City” means the City of Emeryville, a municipal corporation. (C) “Confidential Information” means confidential information of any Party including, but not limited to, personally-identifiable information (PII), protected health information (PHI), or individual financial information (collectively, “Proprietary or Confidential Information”) that is subject to local, state or federal laws restricting the use and disclosure of such information, including, but not limited to, Article 1, Section 1 of the California Constitution; the California Information Practices Act (Civil Code § 1798 et seq.); the California Confidentiality of Medical Information Act (Civil Code § 56 et seq.); the federal Gramm-Leach-Bliley Act (15 U.S.C. §§ 6801(b) and 6805(b)(2)); the privacy and information security aspects of the Administrative Simplification provisions of the federal Health Insurance Portability and Accountability Act (45 CFR Part 160 and Subparts A, C, and E of part 164).
DocuSign Envelope ID: 2D4447B2-4285-4D98-9CCE-D900373B58F6 DocuSign Envelope ID: F5C9D7A2-A0F0-444E-8A7D-5C7DB3CF84F2 2 (D) “Contractor” means Lyft Bikes and Scooters, LLC, 185 Berry Street, San Francisco, CA 94107.
(E) “Coordination Agreement” means the Agreement executed between MTC, Contractor, and the Cities of Berkeley, Emeryville, Oakland, San Francisco, and San Jose (together, the “Participating Cities”) for the Bay Area Bike Share Program dated December 31, 2015.
(F) “Docked Electric-Assist Bicycle” or “Ebike” means a Bicycle with a batterypowered “assist” motor that engages when the user pedals and includes the capability to be docked at bikeshare stations.
(G) “Effective Date” means the date upon which all Parties have signed this Agreement.
(H) “MTC” means the Metropolitan Transportation Commission. (I) “Party” and “Parties” mean the City and Contractor either collectively or individually.
(J) “Program Agreement” means the Bay Area Bike Share Program Agreement dated December 31, 2015 between Contractor and MTC.
Article 2 Docked Ebike Deployment and Operation
(A) MTC Governance of Ebike Fleet; Applicable Terms. Contractor agrees to deploy and operate Docked Electric-Assist Bicycles in the City and the City agrees that Contractor will have the right to operate Docked Electric-Assist Bicycles in its rights-of-way for the duration of the Program Agreement. Contractor’s operation and deployment of Docked Electric-Assist Bicycles in the City will hereafter be governed by MTC under the terms of the Program Agreement, as may be amended or modified, including by the Regional Funding Agreement (collectively, the “MTC Agreements”), and any changes or decisions will require City approval where indicated in such agreements.
(B) MTC-Funded Ebikes. Contractor will deploy 55 MTC-funded Docked ElectricAssist Bicycles in the City, and will work in good faith with the City to schedule an initial launch within 30 days of full signature of this Agreement. Contractor agrees that the state of the Covid pandemic will not be considered an emergency that will prevent Contractor from meeting this fleet target.
(C) Ebike Fleet Duration. Contractor will maintain the Docked Electric-Assist Bicycle fleet service as defined by the MTC Agreements for the duration of the Program Agreement. (D) MTC-Funded Stations. Contractor will deploy two MTC-funded stations of a maximum of 23 docks each and one MTC-funded station of a maximum of 13 docks in the City without cost to the City, subject to siting and metrics as outlined in the Coordination Agreement, including as described below. The City has the right to propose station locations to Contractor that meet applicable requirements and guidelines. If Contractor rejects the location, Contractor must provide three (3) alternatives within 1,000 feet. If the City rejects the three (3) alternative locations, then the City will propose a viable alternative location within 1,000 feet of the initial rejected location or start over with a new proposal somewhere else.
DocuSign Envelope ID: 2D4447B2-4285-4D98-9CCE-D900373B58F6 DocuSign Envelope ID: F5C9D7A2-A0F0-444E-8A7D-5C7DB3CF84F2 3 Article 3 Effective Date
Each of the provisions set forth in this Agreement shall be effective on the Effective Date.
The Parties agree that the provisions of this Agreement, including, without limitation, Article 2, shall remain in effect from the Effective Date through the duration of the Program Agreement (the “Term”).
Article 4 General Provisions
(A) Notices to the Parties. Unless otherwise indicated in this Agreement, all written communications sent by the Parties may be by U.S. mail or e-mail, and shall be addressed as follows:
To City: Nancy Humphrey
City of Emeryville
1333 Park Avenue
Emeryville, CA 94608
[email protected]
cc: [email protected]
To Contractor: Lyft Bikes and Scooters, LLC
Attn: Legal Department
185 Berry Street, Suite 400
San Francisco, CA 94107
Email: [email protected]
Any notice of default must be sent by overnight delivery service or courier, with a signature obtained at delivery. Either Party may change the address to which notice is to be sent by giving written notice thereof to the other Party. If email notification is used, the sender must specify a receipt notice.
(B) Modification of this Agreement. Any amendments to this Agreement shall be in writing and executed under all the applicable conditions of this Contract. No claim for additional compensation or extension of time shall be recognized unless contained in a written amendment duly executed on behalf of the City and the Contractor. (C) Agreement Made in California; Venue. The formation, interpretation and performance of this Agreement shall be governed by the laws of the State of California. Venue for all litigation relative to the formation, interpretation and performance of this Agreement shall be in San Francisco.
(D) Construction. All paragraph captions are for reference only and shall not be considered in construing this Agreement.
(E) Entire Agreement. This contract sets forth the entire Agreement between the parties and supersedes all other oral or written provisions. All appendices to this Agreement are DocuSign Envelope ID: 2D4447B2-4285-4D98-9CCE-D900373B58F6 DocuSign Envelope ID: F5C9D7A2-A0F0-444E-8A7D-5C7DB3CF84F2 4 incorporated by reference as though fully set forth. This Agreement may be modified only as provided in Article 4(B) (Modification of this Agreement). (F) Severability. Should the application of any provision of this Agreement to any particular facts or circumstances be found by a court of competent jurisdiction to be invalid or unenforceable, then (a) the validity of other provisions of this Agreement shall not be affected or impaired thereby, and (b) such provision shall be enforced to the maximum extent possible so as to effect the intent of the parties and shall be reformed without further action by the parties to the extent necessary to make such provision valid and enforceable.
Article 5 Nondisclosure of Private, Proprietary or Confidential Information.
In the performance of Services, each Party may have access to the other Party’s proprietary or Confidential Information, the disclosure of which to third parties may damage the disclosing Party. If any Party discloses proprietary or Confidential Information to the other Party, such information must be held by the receiving Party in confidence and used only in performing the Agreement, except as set forth in the paragraph below. The receiving Party shall exercise the same standard of care to protect such information as a reasonably prudent party would use to protect its own proprietary or Confidential Information.
Contractor acknowledges that this Agreement and all records related to its formation and Contractor’s performance of Services are subject to the California Public Records Act, (California Government Code section 6250 et. seq.) and any other applicable local, state, or federal laws. Such records are subject to public inspection and copying unless exempt from disclosure under federal, state or local law. If a public records request or judicial order is received by the City, the City shall notify the Contractor of the request or order within a reasonable amount of time. If the Contractor objects to the disclosure of any records in the possession of the City, the Contractor shall obtain a court order preventing the City from disclosing such records within the applicable time requirements for compliance.
[Signature Page Follows]
DocuSign Envelope ID: 2D4447B2-4285-4D98-9CCE-D900373B58F6 DocuSign Envelope ID: F5C9D7A2-A0F0-444E-8A7D-5C7DB3CF84F2 5 IN WITNESS WHEREOF, Contractor and the City have executed this Agreement as of the date first referenced above.
CITY
CITY OF EMERYVILLE
By:_________________________
Paul Buddenhagen
City Manager
APPROVED AS TO FORM:
By:_________________________
John I. Kennedy
City Attorney
CONTRACTOR
Lyft Bikes and Scooters, LLC
By:_________________________
Name:
Title:
DocuSign Envelope ID: 2D4447B2-4285-4D98-9CCE-D900373B58F6 Michael Brous
President and CEO
DocuSign Envelope ID: F5C9D7A2-A0F0-444E-8A7D-5C7DB3CF84F2