CITY OF RICHMOND
STANDARD CONTRACT
Department: City Project Manager:
City Project Manager E-mail: City Project Manager Phone No:
Vendor No: Contract No:
Description of Services:
The parties to this STANDARD CONTRACT do mutually agree and promise as follows:
1. Parties. The parties to this Contract are the City of Richmond, a municipal corporation (“the City”), and the following named Contractor:
Contractor Name:
Street Address:
City, State, Zip Code:
Contact Person:
Telephone: Email:
Business License No:
☐ A California corporation, ☐ limited liability corporation ☐ general partnership, ☐ limited partnership, ☐ individual, ☐ non-profit corporation, ☐ individual dba as [specify:] ____________________ ☐ other [specify:] _______________________________
2. Term. The effective date of this Contract is _______________________ and terminates _________________ unless terminated earlier as set forth herein.
3. Payment Limit. City’s total payments to Contractor under this Contract shall not exceed $______________ (“Contract Payment Limit”) unless a Contract Amendment has been approved by the City Council or City Manager. If this amount includes a contingency, Contractor acknowledges that any use of such contingency shall be for work beyond the original scope of services and requires prior written authorization by the City. If noted below, Compensation for work done under this Contract, shall not exceed as follows:
FY _________ total compensation shall not exceed $_________________ FY _________ total compensation shall not exceed $_________________ FY _________ total compensation shall not exceed $_________________
4. Contractor’s Obligations. Contractor agrees to perform all work at its own cost and expense, to furnish all labor, tools, equipment, materials, except as otherwise specified, in accordance with the Service Plan set forth in Exhibit A, attached hereto and incorporated herein.
5. City Obligations. City shall make payments to the Contractor in accordance with the Payment Provisions set forth in Exhibit B, attached hereto and incorporated herein.
6. Authorized Representatives and Notices. This Contract is subject to the Authorized Representatives and Notices Provisions (Exhibit C), attached hereto and incorporated herein.
7. General Conditions. This Contract is subject to the General Conditions (Exhibit D), which are attached hereto and incorporated herein.
8. Special Conditions. This Contract is subject to the Special Conditions (Exhibit E) (if any), which are attached hereto and incorporated herein.
9. Insurance Provisions. This Contract is subject to the Insurance Provisions (Exhibit F), which are attached hereto and incorporated herein.
10. Sanctuary City Compliance Statement. This Contract is subject to the Sanctuary City Compliance Statement (Exhibit G), which is attached hereto and incorporated herein.
11. Signatures. These signatures attest the parties' agreement hereto:
CITY OF RICHMOND,
a municipal corporation [BUSINESS NAME]
(* The Corporation Chairperson of the Board, President, or Vice President should sign below)
By: _________________________ By: ___________________________ Title: ________________________ Title: __________________________ Date Signed: _________________ Date Signed: ___________________
I hereby certify that this Contract (* The Corporation Chief Financial Officer or Assistant has been approved by City Council Treasurer, or Secretary or Assistant Secretary should or the City Manager. sign below)
By: _________________________ By: ___________________________ City Clerk Title: __________________________
Date Signed: ____________________
Approved as to form:
(NOTE: Pursuant to California Corporations Code Section By: _________________________ 313, if Contractor is a corporation or nonprofit organization, City Attorney this Contract (1) must be signed by (a) the Chairperson of the Board, President, or Vice-President and (b) the
Chief Financial Officer or Assistant Treasurer, or
Secretary or Assistant Secretary)
LIST OF ATTACHMENTS:
Service Plan Exhibit A
Payment Provisions Exhibit B
Authorized Representatives and Notices Exhibit C
General Conditions Exhibit D
Special Conditions Exhibit E
Insurance Provisions Exhibit F
Sanctuary City Compliance Statement Exhibit G
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
EXHIBIT A
SERVICE PLAN
Contractor shall, to the satisfaction of the Project Manager (set forth in Exhibit B), perform the following services and be compensated as outlined below [or attach service plan]
Quote
Date
6/2/2026
Quote #
8969
Name / Address
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
Ship To
City of Richmond
BikeLink eLockers
See attached
Rep
Project
Total
Subtotal
Sales Tax (9.75%)
eLock Technologies
800 Heinz Ave, Suite 11
Berkeley, CA 94710
[email protected]
510-549-2853
Due to extreme fluctuations in the steel market this quote is valid for 7 days. Sales tax subject to change depending on date of work. Delivery of the product must be within 6 months of issuance of Purchase Order for prices to be valid. BikeLink is an inter-agency network for on-demand parking and vehicle sharing. By accepting this proposal, Customer indicates understanding and acceptance of terms of BikeLink Purchase and Software License Agreements. If Customer is a general contractor, then by accepting this proposal, Customer indicates that the owner has received a copy of the BikeLink Purchase and Software License Agreements and accepts its terms.
Description Qty Cost Total
Annual Service and Operations Agreement ($150/space/year) -Includes $20 Annual Software Licensing
Term: 5 Year
5 4,800.00 24,000.00
Cellular Internet connection for the Gateways
Term: 5 years
5 750.00 3,750.00
$27,750.00
$27,750.00
$0.00
I. BIKELINK® SOFTWARE LICENSE AGREEMENT
GRANT OF LICENSE AND RESTRICTIONS
Subject to the License Terms contained in this BikeLink® Software License Agreement and payment of all fees as provided in the PURCHASE AGREEMENT, ELOCK grants to OWNER a non-sublicensable, nonexclusive right to use the software loaded on BikeLink® equipment listed in Section 3 below along with all web-based software accessed through an OWNER login at www.bikelink.org (collectively the “SOFTWARE”) strictly in accordance with the related user documentation including the Product Manual for Access Control Kiosk, or Gen 5 eLocker with BikeLink® Software (collectively the “Documentation”) and any terms and procedures ELOCK may prescribe from time to time. The SOFTWARE shall be provided to OWNER as a term-based license for the term specified in Section 2 below. ELOCK retains complete ownership of all SOFTWARE. OWNER will maintain the copyright notice and any other notices that appear on the SOFTWARE and on any copies and any media. As further specified in Section 4 herein, OWNER will not (and will not allow any third party to) (i) reverse engineer or attempt to discover any source code or underlying ideas or algorithms of the SOFTWARE (except to the extent that applicable law prohibits reverse engineering restrictions), or (ii) provide, lease, lend, or use the SOFTWARE for time sharing purposes.
The features and functionality provided by the Software are described in the Documentation. Services associated with this BikeLink® Software License are described in sections 6, 7, and 8 below.
By using the BikeLink® Software, OWNER understands and agrees that OWNER is joining the BikeLink® inter-agency facility network, and is subject to the operational terms and conditions outlined herein which are designed to ensure continuing interoperability and access by USERS throughout the network.
This BikeLink® Software License, provided by ELOCK extends to the OWNER or agency with control over a BikeLink® facility or equipment. Rights and responsibilities are automatically transferred to any subsequent Owner or agency with control over a BikeLink® facility or equipment.
1. DEFINITIONS
“ELOCK” is the company eLock Technologies LLC, with principal place of business at 800 Heinz Avenue #11 Berkeley CA 94710. ELOCK also does business as “BikeLink®”
“BikeLink® is the name of the bike parking and bike sharing system created by eLock Technologies LLC. “OWNER” is the original purchaser and/or entity with control over a BikeLink® facility. “ACCESS DEVICE” is any uniquely assigned ID device, including the BikeLink® Smart Card, BikeLink® Android or iOS App, Regional Transit Card or Credit Card assigned to a particular User and registered to their profile in the BikeLink® user database
“USER” is an individual who has obtained one or more BikeLink® access devices and is registered in the BikeLink® database. “ELOCKER” is a multi-SPACE electronically controlled enclosure. “KIOSK” is an electronic control and user interface device that controls access to group parking facilities. “SPACE” is an enclosure or docking device within an ELOCKER capable of securing one bicycle or other small vehicle. “CONTROLLER” is an electronic control and user interface device that controls access to one or more SPACEs. “GATEWAY” is a device enabling remote communications with a group of CONTROLLERs at a specific location. “ADMINISTRATIVE DEVICE” is a device which enables updating software, collection or viewing of CONTROLLER status, settings and data, modification of CONTROLLER settings or states, and ability to gain entry into a SPACE. “PURCHASE AGREEMENT” is the agreement between ELOCK and the OWNER for equipment listed in Section 3.
2. TERM OF LICENSE
This License Agreement shall remain in effect as long as the equipment remains in operation and any software license renewal fees are paid in full, unless terminated by mutual agreement.
BikeLink Service and Operations Agreement v06.14.2019
3. EQUIPMENT
This License is for use of the SOFTWARE loaded on equipment listed below, as noted in purchase agreement dated:
Location Name Quantity Product Spaces Controllers
Richmond: Booker T Anderson
CC
1 G5 Quad 4 2
Richmond: City Hall 2 G3B Quads 8 4
Richmond: Employment and
Training Center
1 G5 Quad 4 2
Richmond: Main Library 1 G5 Quad 4 2
Richmond: Nevin Center 1 G5 Quad 4 2
Richmond: Recreation
Complex
1 G5 Quad 4 2
Richmond: West Contra
Costa F. J. Center
1 G5 Quad 4 2
TOTAL 32 16
4. LICENSE TERMS AND CONDITIONS
By taking control of equipment using the BikeLink® system, you (the OWNER, or entity with control) agree to the following terms and conditions:
4.1. SCOPE This License grants OWNER the right to use the SOFTWARE installed on individual BikeLink® controllers or Kiosks; it is not a general site license. This License covers only the SOFTWARE.
4.2. BIKELINK SYSTEM USER AGREEMENT OWNER agrees to support and uphold the terms and conditions of the universal BikeLink® System User Agreement, including the privacy policy regarding user information. Available at:
www.bikelink.org/useragreement
4.3. INTER-AGENCY FACILITY NETWORK OWNER agrees to support the BikeLink® inter-agency facility network. Specifically, OWNER agrees to permit ELOCK dba BikeLink® to:
a. Sell ACCESS DEVICES directly to users for BikeLink® equipment purchased by the OWNER, b. Provide information and assistance directly to users, c. Maintain a complete USER information database which allows any BikeLink® System Facility Owner to look up an individual USER’s information,
d. Maintain the universal BikeLink® System User Agreement on behalf of all Facility Owners, e. Track usage at the OWNER’s facility and report, or publish it in an aggregated form, f. Attach to each locker a small sign, sticker, label or other similar item, displaying ELOCK's name, address, BikeLink® logo, contact information, and product information such as model number, g. Attach a sign at each location approximately 18" x 24" in size displaying the BikeLink® logo and information about how to use the BikeLink® system.
4.4. ADMINISTRATIVE DEVICES OWNER agrees to carefully safeguard BikeLink® ADMINISTRATIVE DEVICES, and to adhere to the following terms for security purposes:
4.4.1. ADMINISTRATIVE DEVICES are non-transferable.
4.4.2. ADMINISTRATIVE DEVICES require PINs (Personal Identification Numbers) for use.
4.4.2.1 ADMINISTRATIVE DEVICES’ PINs are to be personalized and unique. PINs cannot be a repeating number or a simple sequence. E.g. 1-2-3-4 or 4-4-4-4.
4.4.2.2 ADMINISTRATIVE DEVICES’ PINs are not to be written down on the devices or otherwise.
4.4.3. If an ADMINISTRATIVE DEVICE is lost, please notify eLock immediately.
BikeLink Service and Operations Agreement v06.14.2019
4.4.4 Owner agrees that ADMINISTRATIVE DEVICES’ PINs are not to be stored with ADMINISTRATIVE DEVICE
4.5. ACCESS RESTRICTION OWNER may restrict access to a BikeLink® facility under OWNER's control, by setting up restricted access zones. To permit access, OWNER must obtain from ELOCK a unique access code, associated with each individual user’s standard BikeLink® access device to whom OWNER wishes to grant access. A nominal fee is charged for each access code generated by ELOCK. The access code permanently adds permissions for the specified access zone to the user’s BikeLink® access device.
Information collected upon issuing an access code, beyond the standard information requested from every BikeLink® user upon access device activation, need not be shared with other facility owners via the BikeLink® database.
However, neither restricting access to OWNER's BikeLink® Facility by implementing access zones, nor issuing access codes to vetted users, releases OWNER from obligations to the BikeLink® inter-agency facility network as described above.
USERs who have been issued access codes for a specific BikeLink® facility retain the ability to access other unrestricted BikeLink® facilities. Therefore, to protect the interests of other Facility Owners, all USERS' information must be included in the BikeLink® database even if the USER's primary BikeLink® location is one with restricted access.
4.6. REVENUE AND RENTAL RATES The BikeLink® system relies on rental charges accruing in proportion with actual rental time in order to encourage turnover and effectively deter monopolization of the resource by some users. OWNER agrees that the base rental rate of its ELOCKERs will remain set at between $0.05 and $0.10 per hour and that the expired rental rate charged whenever a user allows their meter to expire will be set at least two times the base rental rate. OWNER agrees that the system-wide base rental rate may be periodically adjusted in accordance with changes in the U.S. Consumer Price Index. To compensate ELOCK for the services described in sections 5 and 6, which are provided for as long as the BikeLink® facility is in operation, OWNER agrees that all revenue up to $0.12 per hour and 10% of revenue above $0.12 per hour will be retained by eLock, and that any remaining revenue will be transferred to OWNER on an annual basis. Alternatively, if the base rental rate is set below $0.05 per hour, OWNER agrees to compensate ELOCK for the difference between the actual rental rate and $0.10 per hour.
4.7. PRIMARY CONTACT To facilitate ELOCK’s provision of the services described in section 6, ELOCK shall be the primary contact for USERs. ELOCK’s (dba “BikeLink”) contact information shall be displayed prominently at BikeLink® locations so USERs know who to contact for assistance.
4.8. USE OF FACILITY-SPECIFIC USAGE DATA For research and marketing purposes, ELOCK retains the right to collect and publish facility-specific usage data. ELOCK shall report usage data only in aggregate and shall not publicly disclose any user-specific details.
4.9. TRANSFERABILITY Upon transfer of ownership or control of BikeLink® equipment by OWNER to another owner or entity, OWNER agrees to provide a copy of this License to that entity and the new owner or entity shall be bound by the terms herein.
4.10. LIMITATIONS ON TRANSFERABILITY The SOFTWARE may only be used in connection with the BikeLink® facility or equipment as provided under applicable quote and purchase order or in fulfillment of the specified PURCHASE AGREEMENT. OWNER may not use, copy or transfer the SOFTWARE except as permitted herein. OWNER may not sublicense, rent, lease, assign or transfer the SOFTWARE; provided, however that this License may be transferred to a third party who acquires the BikeLink® facility or equipment and who agrees in writing to be bound by the terms of this License.
4.11. EXCLUSIONS This License does not cover custom software that may in the past or future be developed for OWNER or other customers of ELOCK which custom software shall be governed by an independent license agreement issued by ELOCK to OWNER in connection with any such customization.
4.12. COPYRIGHT The SOFTWARE is protected by copyright laws and international copyright treaties. OWNER may NOT:
remove, decompile, reverse engineer, disassemble, modify, adapt, translate, overwrite, reprogram, or create derivative works based upon the SOFTWARE or any part thereof.
4.13. UNAUTHORIZED REMOVAL Any unauthorized removal of the SOFTWARE, or the installation of any third-party software to be used in conjunction with the SOFTWARE, shall void the Limited Product Warranty, and result in immediate termination of this License.
BikeLink Service and Operations Agreement v06.14.2019
4.14. LIMITED PRODUCT WARRANTY The Limited Product Warranty, incorporated herein by reference, contains the complete and exclusive warranty with respect to the SOFTWARE licensed hereunder.
4.15. INTELLECTUAL PROPERTY The SOFTWARE is the property and pre-existing work product of ELOCK. OWNER shall not acquire any rights, including intellectual property rights of any kind or nature, in the SOFTWARE other than the License set forth herein. This provision extends to new software or software improvements that may be created after this License takes effect.
4.16. CONFIDENTIALITY The SOFTWARE is the proprietary information of ELOCK and constitutes the confidential information and trade secrets of ELOCK, and may not be disclosed by OWNER to any person without the express written consent of ELOCK.
4.17. JURISDICTION This License will be governed by and construed in accordance with the laws of the State of California, United States (excluding conflicts of laws), and shall inure to the benefit of ELOCK and its successors and assigns. If any provision of this License is held by a court of competent jurisdiction to be invalid or unenforceable to any extent under applicable law, that provision will be enforced to the maximum extent permissible and the remaining provisions of this License will remain in full force and effect. Any notices or other communications to be sent to ELOCK must be mailed by certified mail to the following address:
eLock Technologies, LLC
800 Heinz Avenue Suite 11
Berkeley, CA 94710
U.S.A.
Attention: Steven Grover, President
5. ONGOING SERVICES COVERED BY ACCESS DEVICE SALES REVENUE
5.1. ACCESS DEVICE PRODUCTION & PROGRAMMING ELOCK shall produce and program ACCESS DEVICEs that are compatible with the current version of BikeLink® SOFTWARE.
5.2. ACCESS DEVICE DISTRIBUTION & ACTIVATION ELOCK shall maintain an inventory of access devices, and shall provide the following related services:
• Distribution of ACCESS DEVICEs to retail vendors.
• 24-hour web and telephone sales and distribution of ACCESS DEVICEs and add value codes to USERs. • 24-hour web and telephone ACCESS DEVICE activation.
• Web-based FAQs and other instructional information.
Note: OWNER may elect to act as a vendor of ACCESS DEVICEs. OWNER understands and agrees that ACCESS DEVICEs it may choose to sell shall not be different from those sold by other vendors, that such ACCESS DEVICES are subject to the universal BikeLink® System USER Agreement, that they may be used at any BikeLink® facility, and that USER information associated with all BikeLink® ACCESS DEVICEs must be stored in the BikeLink® database and available to all BikeLink® facility owners.
5.3. USER AGREEMENT ELOCK shall maintain and periodically update the USER Agreement, also known as the “BikeLink® System User Agreement.” ELOCK shall inform OWNERs and USERs of changes to the USER Agreement in accordance with notification obligations defined in the USER Agreement. ELOCK shall maintain the USER Agreement link at www.bikelink.org, and take reasonable measures to ensure USERs are informed of the USER Agreement before using the BikeLink® system.
5.4. REMOTE USER SUPPORT Upon receiving a query or problem report from a USER, ELOCK shall reply promptly with accurate information to all reasonable inquiries. Upon receiving a technical assistance request from a USER, ELOCK shall create an online problem report, and provide troubleshooting and telephone or email-based problem resolution during normal business hours. ELOCK shall maintain the following additional remote USER support benefits and services:
• 24-hour telephone support for USERs to report problems, request a free taxi ride, or to request single use access device in cases where USER has lost his or her ACCESS DEVICE.
BikeLink Service and Operations Agreement v06.14.2019
• Reimbursement of reasonable and necessary taxi ride costs actually incurred from BikeLink® facility up to $20 in case USER is unable to retrieve a bicycle due to an equipment malfunction. • One-time use cards (for cards under 13,000) and ID-verification for lost cards and similar situations. • Lost Card Codes for USER’s to retrieve their bike from an active rental in program if they lose their card.
5.5. USER DATABASE MAINTENANCE ELOCK shall maintain a web-based database of USER information and provide OWNER with access to information stored on this database. ELOCK shall maintain an up-to-date off-site database backup.
5.6. RENTAL TRANSACTION DATA ELOCK shall maintain rental transaction data that has been uploaded to the BikeLink® web-based database. ELOCK shall maintain an up-to-date off-site rental transaction data backup. ELOCK shall provide online rental transaction data plotting and data download tools.
5.7. SIGNAGE ELOCK shall install, and OWNER shall permit, one sign at each location approximately 18" x 24" in size displaying the BikeLink® logo and information about the BikeLink® system for the original procurement of the eLocker(s). Additional signs may be requested by OWNER for an additional fee.
6. ONGOING SERVICES COVERED BY USER FEES
6.1. ID CHECK AT GROUP-ACCESS FACILITIES Use of group-access facilities requires an additional vetting step for USERs, referred to as the "ID Check." This ID Check may be performed by ELOCK and may include making a photographic record of a USER's face and current photo ID such as a driver license upon their first use of the group-access facility.
ELOCK shall not be obligated to ensure legibility of this photograph. ELOCK may, at its sole discretion, change the requirements and procedures for the ID Check. Once an ID Check has been performed successfully, a unique Access Code is generated for the USER's access device, and automatically loaded onto it by the group-access facility's CONTROLLER. The nominal fee for this Access Code shall be deducted from the balance on the USER's access device and retained by ELOCK.
6.2. ON-SITE USER ASSISTANCE In the event a USER requests on-site assistance in lieu of remote assistance to resolve a problem caused by an ACCESS DEVICE or equipment malfunction, ELOCK reserves the right to determine whether such on-site assistance is reasonably required and to charge a reasonable fee directly to the USER for this service.
7. ONGOING SERVICES COVERED BY ANNUAL SOFTWARE LICENSE FEE
7.1. SOFTWARE MAINTENANCE FOR SYSTEM INTEROPERABILITY To maintain interoperability for BikeLink® users throughout the BikeLink® network of facilities, as well as compatibility with evolving changes in USER Access Device technologies, technology security standards, communications networks technologies, and point of sale technologies, ELOCK shall release ongoing SOFTWARE improvements including:
• SOFTWARE upgrades
• Security patches
• Ongoing web-based software maintenance
7.2. ON-CALL NETWORK AND WEB APPLICATION TECHNICIANS ELOCK shall provide specialized technical support services as required in its sole and reasonable discretion to troubleshoot and resolve technical issues that may arise.
7.3. FACILITY OWNER WEB PAGE ELOCK shall provide password-protected OWNER’s web page customized for OWNER’s locations with up-to-date location information, ability to search USER database, ability to generate access codes, geo-coded cardholder location mapping, access to rental transaction data, and equipment documentation. ELOCK shall provide reasonable and necessary training to OWNER on use of system at time of initial installation.
7.4. LIMITATIONS ON USER DATABASE ACCESS BY OWNER To help ensure the USER information privacy, OWNER access to database may be limited to individual queries, USERs in vicinity of OWNER’s facilities, and/or USERs who have previously accessed OWNER’s facilities.
7.5. USER SUPPORT REPORTING Problem reports prepared by ELOCK shall be available for review by OWNER upon request on a case-by-case basis. USER queries and associated responses prepared by ELOCK shall be available for review by OWNER upon request on a case-by-case basis.
BikeLink Service and Operations Agreement v06.14.2019
7.6. SERVICE RECORDS Service records for any service performed by ELOCK shall be maintained by ELOCK. Service records shall be available for review by OWNER upon request, on a case-by-case basis.
7.7. EXCLUSIONS
(a) Testing, troubleshooting, upgrade, repair, or other services, including remote engineering support to on-site technicians, which require an on-site field technician; (b) Hardware upgrades;
(c) Out-of-Warranty service or replacement for malfunctioning parts; (d) Repairs needed due to damage caused by conditions beyond ELOCK's control including but not limited to flooding, earthquakes, or other acts of God.
7.8. PAYMENT Any software license renewal fees agreed to in the PURCHASE AGREEMENT are payable annually upon the date of OWNER acceptance of product installation. If payment is not received within 60 days of the annual renewal date, services described in section 8 and all rights granted under this License Agreement may be suspended.
8. LIMITATION OF LIABILITY AND GOVERNING LAW
ANY LIABILITY OF ELOCK WITH RESPECT TO A PRODUCT OR THE PERFORMANCE THEREOF UNDER ANY WARRANTY,
NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY WILL BE LIMITED EXCLUSIVELY TO PRODUCT REPAIR OR REPLACEMENT OR, IF, IN COMPANY’S OPINION, REPAIR OR REPLACEMENT IS IMPRACTICAL, TO REFUND OF THE LICENSE FEE. EXCEPT FOR THE FOREGOING, ALL PRODUCTS ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT.
FURTHER, ELOCK DOES NOT WARRANT RESULTS OF USE OF THAT THE PRODUCTS ARE BUG FREE OR THAT THEIR USE WILL BE UNINTERRUPTED.
NOTWITHSTANDING ANYTHING ELSE IN THIS LICENSE AGREEMENT OR OTHERWISE, AND EXCEPT FOR BODILY INJURY,
ELOCK SHALL NOT BE LIABLE OR OBLIGATED WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT OR UNDER
ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY (I) FOR ANY AMOUNTS IN EXCESS
IN THE AGGREGATE OF THE LICENSE FEES PAID TO IT HEREUNDER WITH RESPECT TO THE APPLICABLE PRODUCT DURING THE SIX MONTH PERIOD PRIOR TO THE CAUSE OF ACTION; OR (II) FOR ANY COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY, SERVICES OR RIGHTS; (III) FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES; (IV) FOR INTERRUPTION OF USE OR LOSS OR CORRUPTION OF DATA; OR (V) FOR ANY MATTER BEYOND ITS REASONABLE CONTROL.
This License Agreement shall be construed pursuant to the laws of the State of California without regard to conflicts of laws provisions thereof. Any waivers or amendments shall be effective only if made in writing. This License Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements and communications relating to the subject matter of this License Agreement. In the event of a conflict between this License Agreement and the terms of a PURCHASE AGREEMENT, the terms of this License Agreement shall govern. The prevailing party in any action to enforce this Agreement will be entitled to recover its attorney’s fees and costs in connection with such action.
The parties agree to the foregoing and have executed this Software License Agreement on the date indicated below:
eLock Technologies LLC Owner
_______________________________________ _______________________________________ By: ____________________________________ By: ____________________________________ Date: __________________________________ Date: __________________________________ BikeLink Service and Operations Agreement v06.14.2019
II. BIKELINK® SERVICE AND OPERATIONS AGREEMENT
OVERVIEW
This BikeLink® Partnership Service and Operations Agreement (this "Agreement") provides notice of the Operating Terms and Conditions for the BikeLink® System. Please read it carefully. This Agreement is made and entered into by and between eLock Technologies LLC, a California limited liability company ("ELOCK), and City of Richmond ("OWNER") (individually a "Party" and collectively the "Parties")
1. DEFINITIONS
“ELOCK” is the company eLock Technologies LLC, with principal place of business at 800 Heinz Avenue #11 Berkeley CA 94710. ELOCK also does business as “BikeLink®”.
“BikeLink® is the name of the bike parking and bike sharing system created by eLock Technologies LLC. “OWNER” is the original purchaser and/or entity with jurisdiction over a BikeLink® facility. “ACCESS DEVICE” is any uniquely assigned ID device, including the BikeLink® Smart Card, BikeLink® Android or iOS App, Regional Transit Card or Credit Card assigned to a particular User and registered to their profile in the BikeLink® user database.
“USER” is an individual who has obtained one or more BikeLink® access devices and is registered in the BikeLink® database. “ELOCKER” is a multi-SPACE electronically controlled enclosure. "KIOSK" is an electronic control and user interface device that controls access to group parking facilities. “SPACE” is an enclosure or docking device within an ELOCKER capable of securing one bicycle or other small vehicle. “CONTROLLER” is an electronic control and user interface device that controls access to one or more SPACEs. “GATEWAY” is a device enabling remote communications with a group of CONTROLLERs at a specific location. “ADMINISTRATIVE DEVICE” is a device which enables updating software, collection or viewing of CONTROLLER status, settings and data, modification of CONTROLLER settings or states, and ability to gain entry into a SPACE.
2. LOCATIONS COVERED
This agreement applies to ELOCKERs, CONTROLLERs, optional GATEWAYs, and SPACEs located at OWNER’s locations as defined below. Additional locations may be added to this Agreement upon written request by OWNER and written acceptance by ELOCK.
Location Name Quantity Product Spaces Controllers
Richmond: Booker T Anderson
CC
1 G5 Quad
Gateway-1
4 2
Richmond: City Hall 2 G3B Quads 8 4
Richmond: Employment and
Training Center
1 G5 Quad
Gateway-1
4 2
Richmond: Main Library 1 G5 Quad
Gateway-1
4 2
Richmond: Nevin Center 1 G5 Quad
Gateway-1
4 2
BikeLink Service and Operations Agreement v06.14.2019
Richmond: Recreation
Complex
1 G5 Quad
Gateway-1
4 2
Richmond: West Contra
Costa F. J. Center
1 G5 Quad 4 2
TOTAL 32 16
3. PLAN TYPE(S) AND DURATION
Plan Term Spaces Unit Price Total
eLocker On-Site Service and
Operations Plan (includes
Annual Software Licensing Fee)
5 years 32 $150/space/yr $24,000
Cellular Connectivity for
Gateways 5 years 5 GWs $150/Gateway/
Fr $3,750
*Can be invoiced in full, annually or quarterly.
4. TERM OF AGREEMENT
Elective portions of this agreement are subject to renewal as defined above. The remaining services, benefits, terms and conditions remain in effect as long as the equipment is installed and operational. In the event that OWNER terminates the elective portions of this agreement prior to expiration of annual term, no refund of payments will be made.
5. STANDARD BIKELINK® BENEFITS & SERVICES
5.1 ACCESS DISTRIBUTION AND RELATED SERVICES ELOCK shall maintain an inventory of access devices, and shall provide the following related services:
• ACCESS DEVICE vendor support.
• 24-hour web and telephone sales of ACCESS DEVICEs and add value codes. • 24-hour web and telephone ACCESS DEVICE activation.
• Web-based FAQs and other instructional information.
OWNER may elect to act as a vendor of ACCESS DEVICEs. OWNER understands that ACCESS DEVICEs it may choose to sell are not different from those sold by other vendors, that they are subject to the universal BikeLink® USER Agreement, that they may be used at any BikeLink® facility, and that USER information associated with all BikeLink® ACCESS DEVICEs must be stored in the BikeLink® database and available to all BikeLink® facility owners.
5.2 USER DATABASE ELOCK shall maintain a web-based database of USER information and provide OWNER with access to information stored on this database. To help ensure the USER information privacy policy, OWNER access to database may be limited to individual queries, USERs in vicinity of OWNER’s facilities, and/or USERs who have previously accessed OWNER’s facilities. ELOCK shall maintain an up-to-date off-site database backup.
5.3 USER AGREEMENT ELOCK shall maintain and periodically update USER Agreement, also known generally as the “BikeLink® System User Agreement.” ELOCK shall inform OWNERs and USERs of changes to USER Agreement in accordance with notification obligations defined in USER Agreement.
BikeLink Service and Operations Agreement v06.14.2019
ELOCK shall maintain USER Agreement link at www.bikelink.org, and take reasonable measures to ensure USERs are informed of USER Agreement before using the BikeLink® system.
OWNER shall carefully review and comply with terms of USER Agreement, including information privacy policy.
5.4 REMOTE USER SUPPORT Upon receiving a query from a USER, ELOCK shall reply promptly to all reasonable inquiries.
Upon receiving a technical assistance request from a USER, ELOCK shall create an online trouble ticket, and provide troubleshooting and telephone or email-based problem resolution during normal business hours.
ELOCK shall maintain the following additional remote USER support benefits and services:
• 24-hour free taxi ride from BikeLink® facility up to $20 in case USER is unable to retrieve bicycle due to equipment malfunction.
• 24-hour telephone support for USERs to report problems, free taxi ride, or to request single use access device in cases where USER has lost the access device.
5.5 SUPPLEMENTAL ACCESS RESTRICTION If OWNER desires to restrict access to a BikeLink® facility, OWNER may implement BikeLink® Access Zones feature as described below. • Using ACCESS DEVICE, OWNER turns on Access Zone feature at CONTROLLERs for which access restriction is desired and sets Access Zone desired for each CONTROLLER. To permit access, OWNER obtains from ELOCK, via bikelink.org, a unique access code, associated with the individual user’s standard BikeLink® ACCESS DEVICE for which access will be granted. OWNER is charged a nominal fee for each access code generated. The access code permanently adds permissions for the specified access zone, and only for the OWNERs BikeLink® facility, to the user’s BikeLink® ACCESS DEVICE.
• Information collected by OWNER upon issuing an access code, beyond the standard information required from every BikeLink® USER upon ACCESS DEVICE registration, need not be shared with other facility owners via the BikeLink® database.
• USERs who have been issued access codes for a specific BikeLink® facility retain the ability to access other unrestricted BikeLink® facilities.
5.6 USER SUPPORT REPORTING Trouble tickets prepared by ELOCK shall be available for review by OWNER upon request.
USER queries and associated responses prepared by ELOCK shall be available for review by OWNER upon request.
5.7 FACILITY OWNER SUPPORT ELOCK shall provide password-protected OWNER’s web page customized for OWNER’s locations with up-to-date location information, ability to search USER database, ability to generate access codes, geo-coded cardholder location mapping, access to monitoring sheets and reporting data.. ELOCK shall provide training to OWNER on use of system at time of initial installation.
5.8 REVENUE AND MINIMUM RENTAL RATE The BikeLink® system relies on rental charges accruing in proportion with actual rental time in order to encourage turnover and effectively deter monopolization of the resource by users.
OWNER agrees that the base rental rate of its ELOCKERs will remain set at between $0.05 and $0.10 per hour and that the expired rental rate charged whenever a user allows their meter to expire will be set at least two times the base rental rate. OWNER agrees that the system-wide base rental rate may be periodically adjusted in accordance with changes in the U.S. Consumer Price Index. To compensate ELOCK for the services described in sections 5 and 6 of the Software License Agreement, which are provided for as long as the BikeLink® facility is in operation, OWNER agrees that all revenue up to $0.12 per hour and 10% of revenue above $0.12 per hour will be retained by eLock, and that any remaining revenue will be transferred to OWNER on an annual basis. Alternatively, if the base rental rate is set below $0.05 per hour, OWNER agrees to compensate ELOCK for the difference between the actual rental rate and $0.10 per hour.
5.9 PRIMARY CONTACT To facilitate ELOCK’s provision of standard benefits and services to USERs, ELOCK shall be the primary contact for USERs. ELOCK’s (dba “BikeLink®”) contact information shall be displayed prominently at BikeLink® locations so USERs know who to contact for assistance.
BikeLink Service and Operations Agreement v06.14.2019
5.10 FACILITY-SPECIFIC USAGE DATA For research and marketing purposes, ELOCK retains the right to collect and publish facility-specific usage data. ELOCK shall report usage data only in aggregate and shall not publicly disclose any user-specific details.
6. MAINTENANCE & OPERATIONS
6.1 FACILITY STATUS ELOCK shall review problem reports by USERs, monitoring information if available, and shall inspect OWNER’s BikeLink® facilities for mechanical, electronic, software, cleaning, and enforcement issues at least twice per year. eLock shall contact OWNER if graffiti, ELOCKER damage due to vandalism, or items requiring impounding or disposal are discovered.
6.2 SERVICE RECORDS ELOCK shall generate trouble tickets and maintenance records for all on-site service and repair.
These documents shall be available electronically for review by OWNER upon request.
6.3 USAGE MONITORING AND REPORTS Usage reports are available on www.bikelink.org with a facility owner login, a component of the software included in the BikeLink® Software License. • eLocker usage data includes rentals by time, market size, UI nodes reporting, unique cards per space, rental duration, daily occupied, peak occupancy distribution, and battery levels. • Kiosk usage data includes camera images, transaction data, door entry events, and user ID check photos.
6.4 PREVENTATIVE EQUIPMENT MAINTENANCE AND REPAIR If ELOCK learns that a single Kiosk, or more than 10% of eLocker controllers within a thousand foot radius are out of service due to malfunction, low batteries, abandoned rentals or other types of USER violations (see Rental Policy Enforcement section below), ELOCK will provide field service within one week to attempt to restore the facility to 100% of its originally installed functionality.
If ELOCK technicians are unable to restore the facility to at least 90% of originally installed functionality during initial field service visit, ELOCK shall expedite acquisition of replacement parts and materials and shall provide temporary replacement of functionality using alternate parts or systems if possible.
All reasonable measures shall be taken to avoid data loss when CONTROLLER or Kiosk Computer replacement is required.
The following services and materials are specifically included:
• Routine CONTROLLER firmware upgrades, such as for security or bug fixes. • Replacement battery cells for battery-powered BikeLink® installations. • Critical software security improvements.
ELOCK shall provide labor, transportation, tools, and equipment necessary to perform the above preventative maintenance and repairs. Services not covered by this Proactive Service and Operation Plan shall be invoiced as “Additional Services and Materials” in accordance with Section 10 below and payable to ELOCK. “Additional Services and Materials” shall be pre-approved by OWNER, except under the following situations where pre-approval shall not be required:
• Repair is due to vandalism and can be performed during regular service visit in less than 1 additional hour. • Repair is due to vandalism and is required to correct an urgent security, safety, or stranded USER issue.
6.5 ELOCKER AUDITING AND RENTAL POLICY ENFORCEMENT ELOCK shall contact USERs by email or telephone to assist in the enforcement of BikeLink® rental policies adopted by OWNER. For example, ELOCK will attempt to contact the USER indicated and when rental is expired but SPACE is empty, rental is abandoned, ELOCKER contains prohibited items , or when apparent user confusion is noted during inspections or by MONITORS.
Upon receiving a query or problem report from a USER, ELOCK shall reply promptly with accurate information to all reasonable inquiries. Upon receiving a technical assistance request from a USER, ELOCK shall create an online problem report, and provide troubleshooting and telephone or email-based problem resolution during normal business hours.
ELOCK shall contact USERs by email or telephone to assist in the enforcement of BikeLink® rental policies.
BikeLink Service and Operations Agreement v06.14.2019
Whenever possible, ELOCK shall resolve enforcement problems by working directly with USERs. When ELOCK is unable to resolve issues with abandoned bicycles or prohibited items storage situations by working with USER, ELOCK shall contact OWNER to arrange for disposal or impounding. The costs incurred by eLock for disposal or impounding and transporting impounded user property shall be reimburse by owner. The fee for disposal or impounding of items from a space is $75 per space. Owner shall indemnify eLock against all claims associated with impounding or disposing of user property.
ELOCK does not guarantee USER compliance with BikeLink® rental policies. ELOCK shall not be responsible for enforcement of supplemental laws or policies adopted by OWNER except as described in the standard BikeLink® System User Agreement.
6.6 ELOCKER SIGNS AND PROMOTIONAL OUTREACH MATERIALS ELOCK shall provide one (1) standard “BIKE PARKING” sign per installation at no additional cost. Sign is 18” x 24”, and is customizable with logos requested by OWNER.
ELOCK shall install sign on ELOCKER door or side panel. ELOCK can, at the request of OWNER, provide and customize a flyer for outreach purposes.
6.7 ELOCKER CLEANING Cleaning shall be performed during a scheduled service visit and shall include the following tasks:
• Sweep/remove trash or debris found inside of ELOCKER spaces. • Clean up grime, grease and other contaminants or stains on internal electronic ELOCKER components. • ELOCK is not equipped to clean up hazardous wastes, including urine or excrement. Hazardous wastes shall be cleaned by OWNER.
6.8 GROUP FACILITY ON-SITE FACILITY EQUIPMENT MAINTENANCE Cleaning shall be performed during a scheduled service visit and shall include the following tasks:
• Sweep/remove trash or debris found inside of Group Facility. • Clean upgrime, grease and other contaminants or stains on internal electronic ELOCKER components.
6.9 GROUP FACILITY ON-SITE OPERATIONS Cleaning shall be performed during a scheduled service visit and shall include the following tasks:
• Sweep/remove trash or debris found inside of the facility. • Clean up grime, grease and other contaminants or stains on internal electronic ELOCKER components.
6.10 GROUP FACILITY ON-SITE FACILITY MAINTENANCE Cleaning shall be performed during a scheduled service visit and shall include the following tasks:
• Sweep/remove trash or debris found inside of Group Facility. • Clean graffiti off signs, walls, kiosk & remove gum from ground. • Clean up, grime, grease and other contaminants or stains on internal electronic ELOCKER components. • Survey of bicycle parking racks and other infrastructure and lubrication and troubleshooting as needed.
7. LIMITED PARTS REPLACEMENT COVERAGE
7.1 PARTS REPAIR, UPGRADE, OR REPLACEMENT If an electronic or mechanical component is determined by ELOCK to be functionally defective, ELOCK, at its sole discretion, will repair, replace, or upgrade the defective component with a refurbished or new component. ELOCK shall not be obligated to replace worn components with new ones to bring appearance or function to originally installed condition unless basic rental and security functions are disabled.
7.2 LIMITATIONS OWNER shall have no coverage or benefits under this Parts Replacement Plan if the product has been subject to abnormal use, abnormal conditions, use contrary to operating instructions, improper storage, improper cleaning or maintenance, unauthorized modifications, disassembly, repair or alteration by any person other than ELOCK or a party authorized by ELOCK, misuse, neglect, abuse, accident, use on improper power supply, improper installation, installation of any third-party software, or other acts which are not the fault of ELOCK, including acts of nature and damage caused by shipping.
Unauthorized or incorrect service attempts by OWNER may void the parts replacement coverage provided by this plan.
BikeLink Service and Operations Agreement v06.14.2019
This Parts Replacement Plan does not cover defects in appearance of cosmetic, decorative or structural items, including
framing,
and
any
non-operative
parts.
This plan must be initiated while still under warranty, and may not lapse. Unless specifically indicated, this parts replacement
plan
is
not
extendable
beyond
five
years
from
original
installation
date.
In the event a USER requests on-site assistance in lieu of remote assistance to resolve a problem caused by an ACCESS DEVICE
or
equipment
malfunction,
ELOCK
reserves
the
right
to
charge
a
reasonable
fee
directly
to
the
USER
for
this
service.
8. S
OFTWARE
& I
NTELLECTUAL
P
ROPERTY
Please see Software License Agreement.
9. E
XCLUSIONS
This Agreement does not include:
• Repair of any damage or malfunction caused by vandalism. • Repair of any damage or malfunction caused by abnormal use, abnormal conditions, improper storage, improper cleaning
or
maintenance
such
as
power
washing,
unauthorized
modifications,
disassembly,
repair
or
alteration
by
any
person
other
than
ELOCK
or
a
party
authorized
by
ELOCK,
misuse,
neglect,
abuse,
accident,
use
on
improper
power
supply,
improper
installation,
installation
of
any
third-party
software,
or
other
acts
which
are
not
the
fault
of
ELOCK,
including
acts
of
nature
and
damage
caused
by
shipping.
• Replacement or repair of components damaged by actions of Owner or its agents, including but not limited to power-washing.
• Replacement or repair of components originally supplied by OWNER as a part of group-access facility installation, including
but
not
limited
to
electric
strikes
and,
power
supplies.
• Repair of damage caused by battery leakage. • Cleaning of exterior of BikeLink® equipment including frames, doors, and rooftops. • Removal of graffiti. • Removal of scratches from roof or signage. • Usage Monitoring & Reports on more frequent than annual basis. • Regular monitoring and audits for group-access facilities. • Replacement parts. • Emergency response, including staffing group-access facilities to enable bicycle retrieval if the CONTROLLER has been
damaged
due
to
vandalism.
• Impounding bicycles or other stored items. • Repair or replacement parts for ELOCKER components manufactured by others (for ELOCKERs retrofitted with an ELOCK
retrofit
kit).
• Custom software or custom features. • Shipping costs for owner return of apparently defective components. • Shipping costs for replacement components. • Immediate or next-day On-site User Support.
10. C
OSTS
FOR
P
ARTS
AND
L
ABOR
FOR
A
DDITIONAL
S
ERVICES
For additional services not otherwise provided for in this agreement, services will be rendered on a time and materials basis
in
accordance
with
the
following
schedule.
Costs
provided
below
are
for
budget
planning
purposes.
This
schedule
is
not
comprehensive,
and
costs
are
subject
to
change
without
prior
notice.
Mileage: Current IRS standard business rate Overhead markup for direct expenses: 15% Monitoring (includes usage reports): $10 per controller per visit Labor: $115 per hour Double, Quad, or Wedge ELOCKER Replacement Parts: Controller $450 BikeLink Service and Operations Agreement v06.14.2019
Latch Assembly $150 Display Screen $25 Display Window $20 Cardslot Assembly $375 11. M
ISCELLANEOUS
This document will be covered by and construed in accordance with the laws of the State of California, and the laws of the United
States
(excluding
conflicts
of
laws
rules),
and
shall
inure
to
the
benefit
of
ELOCK
and
its
successor,
assignees
and
legal
representatives.
If
any
provision
of
this
document
is
held
by
a
court
of
competent
jurisdiction
to
be
invalid
or
unenforceable
to
any
extent
under
applicable
law,
that
provision
will
be
enforced
to
the
maximum
extent
permissible
and
the
remaining
provisions
will
remain
in
full
force
and
effect.
ELOCK is not liable for incidental or consequential damages of any nature arising from use or inability of use of the equipment.
Upon transfer of ownership or jurisdiction of a BikeLink® facility to another entity, OWNER agrees to provide a copy of this document
to
that
entity.
Any
modifications
to
this
Agreement
must
be
in
writing
and
signed
by
both
parties.
Any notices or other communications shall be sent by certified mail, if to ELOCK, at: if to OWNER, at the following address: eLock Technologies LLC 800 Heinz Avenue, Suite 11 Berkeley, CA 94710 USA The parties agree to the foregoing and have executed the BikeLink® Service and Operations Agreement on the date indicated
below:
eLock Technologies LLC _____________________________________ By: __________________________________ Date: ________________________________ OWNER ___________________________________ By:_________________________________ Date: ______________________________ BikeLink Service and Operations Agreement v06.14.2019
III. B
IKE
L
INK
®
S
YSTEM
U
SER
A
GREEMENT
This agreement (“User Agreement”) with eLock Technologies, LLC (also referred to as “eLock” or “BikeLink” and includes any affiliate
thereof)
and
Facility
Owner
(as
defined
below)
allows
You
to
use
a
BikeLink
access
device
to
obtain
share
time
in
a
BikeLink
facility.
Your
use
of
the
Access
Device
constitutes
your
acknowledgment
and
consent
to
this
User
Agreement
–
READ
IT
CAREFULLY
.
1. D
EFINITIONS
1.1. The “Access De v ice” is any uniquely assigned ID device, including the BikeLink Smart Card, BikeLink Android or
iOS
App,
Regional
Transit
Card
or
Credit
Card
assigned
to
a
particular
User
and
registered
to
their
profile
in
the
BikeLink
user
database.
1.2. The “Smart Card” is the BikeLink Smart Card issued to the Cardholder. 1.3. The “Cardholder” or “User” (“You”) is the bearer of an Access Device. 1.4. An “eLocker” is a bicycle locker with compatible Access Device reader made or licensed by eLock. 1.5. A “Storage Space” is either an individual eLocker or a unit of a multi-bicycle parking facility with a security Access
Device
reader
made
or
licensed
by
eLock.
1.6. “BikeLink” is an inter-agency network of shared, on-demand parking and vending facilities for bicycles and other
small
vehicles,
and
an
administrative
system
for
issuing
and
distributing
Access
Devices
and
the
operation
and
enforcement
of
BikeLink
Facilities.
BikeLink
®
is
a
registered
trademark
of
eLock.
1.7. “Inter-agency network” means that a User can access any BikeLink facility with a BikeLink Access Device.
Some
BikeLink
facilities
may
require
additional
access
codes.
1.8. An “Administrative Device” is a device which enables system administrators, physically or remotely, to update,
modify,
unlock,
or
access
a
BikeLink
Facility
or
any
Storage
Space
thereof.
1.9. “Card Issuers” or “Vendors” are agencies or entities which sell or distribute BikeLink Smart Cards. 1.10. “Rental” is the result of securing a Storage Space, such as an on-demand eLocker, for the use of a specific access
device
or
linked
devices.
1.11. “Available” is the state in which any authorized Access Device may initiate a Rental of a Storage Space. 1.12. “Rented” is the state in which a particular Storage Space has access to it restricted due to use by a particular
User
for
a
selected
period
of
time.
1.13. “Expired” is the state resulting when a Rental is not terminated before its scheduled ending date and time. 1.14. “Abandoned” is the state in which a particular Storage Space has been left in an “Expired” state long enough
to
be
deemed
by
eLock
or
the
Facility
Owner
to
be
in
violation
of
Rental
duration
terms
indicated
on
screens
or
signage
at
that
particular
Facility.
THE
CONTENTS
OF
AN
ABANDONED
RENTAL
MAY
BE
REMOVED
AND
DISCARDED
IMMEDIATELY
BY
ELOCK
OR
THE
FACILITY
OWNER
WITHOUT
PRIOR
NOTICE
AND
WITHOUT
COMPENSATION
TO
YOU.
1.15. A “Facility Owner” is the agency with ownership of a particular BikeLink facility, or the agency with jurisdiction
over
a
particular
BikeLink
facility.
1.16. “Auto Reload” is a feature You can choose to enable on your BikeLink Web Purse to automatically replenish value
for
your
Access
Device.
1.17. “Permitted Items” are the permissible items that can be stored in a BikeLink facility WHICH INCLUDE ONLY THE
FOLLOWING
:
● Human or electric powered vehicles which have the primary purpose of transporting their human operator (such
as
a
bicycle,
eBike,
unicycle,
scooter,
or
skateboard),
and
is
fully
functional
and
assembled
at
the
start
of
a
Rental
(each
a
“Permitted
Vehicle”).
● Accessories for the operator and/or a passenger of a Permitted Vehicle, such as a helmet, shoes, safety vest, or
bicycle
clothing.
● Accessories directly attached to a Permitted Vehicle, such as a tire pump, seat, saddlebags, panniers, child seat,
security
lock,
battery,
light,
basket,
or
set
of
tools.
● Items stored within storage containers directly attached to a Permitted Vehicle, such as saddlebags, panniers,
tool
bags,
or
baskets,
and
that
are
also
not
Prohibited
Items,
as
defined
below.
1.18. “Prohibited Items” are any items not defined above as Permitted Items, WHICH INCLUDE THE FOLLOWING ITEMS:
BikeLink Service and Operations Agreement v06.14.2019
● Fuels in liquid, solid, or gel form, or volatile chemicals of any type. ● Gas powered vehicles, or any vehicle not powered by human or electric energy. ● Any vehicle that was not fully functional and assembled at the start of the Rental. ● Parts of a vehicle that are not part of a fully assembled and functional Permitted Vehicle, such as wheels, chains,
tires,
skateboard
decks,
skateboard
trucks,
or
other
spare
parts.
● Any item that is not stored together with a fully assembled and functional Permitted Vehicle. ● Perishable goods. ● Hazardous materials. ● Weapons. ● Any item that poses a health or safety risk as determined by eLock or the Facility Owner. ● Any illegal item. ● Any Permitted Items stored in a Storage Space in a quantity that, in the aggregate, is unreasonably excessive
or
would
impair
the
operation
of
the
Storage
Space
or
use
of
other
Storage
Spaces
by
other
Users.
● Any Permitted Items or Prohibited that are being stored on behalf of a non-User who is not accompanying the
User.
● Any other Prohibited Item that eLock or the Facility Owner may deem prohibited. 2. R ENTAL
T
RANSACTIONS
2.1. Every time You start a Rental, activate an Access Device, or access access the BikeLink website at www.bikelink.org
You
are
agreeing
to
this
entire
agreement
including
Privacy
Policy
in
Section
15 of
this
User
Agreement.
2.2. A Rental creates a bailment for hire with respect to your Permitted Items stored in a Storage Space during the
Rental
just
like
a
space
in
a
car
parking
lot.
It
does
not
create
or
grant
You
a
lease
or
any
real
property
right
to
occupy
a
Storage
Space.
Your
rights
in
connection
with
a
Rental
or
Storage
Space
are
strictly
defined
under
this
User
Agreement.
2.3. Rental terms may vary by location and are displayed on information screens or signage. 2.4. Only the renting Access Device or an authorized Administrative Device can unlock a Rented, Expired or Abandoned
Storage
Space.
2.5. Only the renting Access Device or an Administrative Device can terminate a Rental. 3. S TORAGE
S
PACE
: U
SAGE
& C
ONTENTS
3.1. Initiation of a Rental at a BikeLink Storage Space entitles You to access a storage space for immediate use.
You
may
store
your
vehicle
in
an
eLocker
only
while
You
have
a
Rental
in
progress
until
the
Rental
becomes
Abandoned.
You
may
store
your
vehicle
in
a
Group
Parking
Facility
until
the
maximum
duration
has
been
exceed
as
defined
for
that
particular
facility.
3.2. BikeLink Storage Spaces shall be used only for the purpose of storing Permitted Items. 3.3. Storage of any Prohibited Item shall constitute a default by You to the terms of this User Agreement. 3.4. YOU AGREE THAT ANY PROHIBITED ITEMS FOUND OR LEFT IN A BIKELINK FACILITY OR STORAGE SPACE SHALL
BE
DEEMED
TO
BE
INTENTIONALLY
ABANDONED
AND
MAY
BE
REMOVED
AND
DISCARDED
IMMEDIATELY
BY
ELOCK
OR
THE
FACILITY
OWNER
WITHOUT
PRIOR
NOTICE
AND
WITHOUT
COMPENSATION
TO
YOU.
3.5. The BikeLink Storage Space shall not be used in, or in connection with, any activity prohibited by law or by any
policies
or
rules
set
by
the
Facility
Owner.
3.6. After a period of time the Facility Owner deems excessive, typically 14 days, an Expired Rental shall be considered
intentionally
Abandoned.
Abandoned
Rentals
constitute
a
default
by
You
to
the
terms
of
this
User
Agreement.
3.7. Upon default for an Abandoned Rental, eLock will immediately make a reasonable attempt to notify the defaulting
User
of
default
in
writing
via
and
by
phone,
using
the
contact
information
provided
by
the
User
during
registration.
WITHOUT
ANY
ADDITIONAL
ATTEMPT
TO
CONTACT
USER,
BIKELINK
THE
FACILITY
OWNER,
OR
THE
FACILITY
OWNER’S
AGENT(S)
MAY
IMMEDIATELY
EMPTY
THE
STORAGE
SPACE
AND
IMPOUND
OR
DISPOSE
OF
THE
ITEMS
STORED
THEREIN
WITHOUT
COMPENSATION
TO
THE
USER
.
The
User’s
recourse
to
potentially
recover
such
items
is
per
the
Facility
Owner’s
policy.
Upon
default
for
BikeLink Service and Operations Agreement v06.14.2019
Abandonment of a Rental, BikeLink may revoke Your access to all BikeLink facilities, and reinstatement of access
will
be
at
the
sole
discretion
of
BikeLink.
3.8. Upon default for storage of Prohibited Items, eLock will immediately make a reasonable attempt to notify the
defaulting
User
of
default
both
in
writing
via
and
by
phone,
using
the
contact
information
provided
by
the
User.
WITHOUT
ANY
ADDITIONAL
ATTEMPT
TO
CONTACT
USER,
BIKELINK,
THE
FACILITY
OWNER,
OR
THE
FACILITY
OWNER’S
AGENT(S)
MAY
IMMEDIATELY
EMPTY
THE
STORAGE
SPACE
AND
DISPOSE
OF
THE
PROHIBITED
ITEMS
WITHOUT
COMPENSATION
TO
THE
USER.
Upon
default
for
storage
of
Prohibited
Items,
BikeLink
may
revoke
Your
access
to
all
BikeLink
facilities,
and
reinstatement
of
access
will
be
at
the
sole
discretion
of
BikeLink.
3.9. As a condition of using a BikeLink facility for the restricted purposes described above, You waive any claim to
the
right
to
privacy
with
regard
to
the
items
You
placed
inside
the
Storage
Space
and
expressly
consent
to
allow
BikeLink,
the
Facility
Owner,
and/or
the
Facility
Owner’s
agent(s):
● to open and inspect the storage space and inspect or relocate the contents thereof at any time without additional
notice;
● to determine whether a health or safety hazard exists; ● to repair or clean the storage space, its door, or locking mechanism; and ● to determine whether any term of this User Agreement is being violated. 3.10. You will be monetarily responsible for damages beyond normal wear and tear to the Storage Space, BikeLink
facility,
or
adjacent
structures,
caused
by
any
misuse
of
the
Storage
Space
by
You.
3.11. ITEMS REMAINING IN A BIKELINK STORAGE SPACE AFTER A RENTAL HAS ENDED ARE CONSIDERED
INTENTIONALLY
ABANDONED
AND
MAY
BE
IMMEDIATELY
REMOVED
AND
DISCARDED
BY
BIKELINK
WITHOUT
ANY
ATTEMPT
TO
CONTACT
USER
OR
WITHOUT
COMPENSATION
TO
YOU.
4. A
CCESS
D
EVICES
B
IKE
L
INK
S
MART
C
ARD
4.1. The BikeLink Smart Card is available for purchase through BikeLink and authorized Vendors. 4.2. Vendor Location information is provided at www.BikeLink.org , by calling (888) 540-0546, or on information screens and signage at a BikeLink facility. 3 RD
P
ARTY
A
CCESS
D
EVICES
4.3. A 3rd Party Access Device is a unique ID device that must be registered to a BikeLink User to access BikeLink facilities
and
is
used
only
for
the
purpose
of
identifying
the
User.
4.4. 3rd Party Access Devices may include Regional Transit Cards and credit cards. 4.5. Adding any 3rd Party Access Device to a User’s BikeLink Profile is subject to an administrative fee. This fee is posted
on
BikeLink.org
and
shown
during
the
registration
process.
4.6. Adding or linking more than one BikeLink App enabled Access Device to your profile is subject to an administrative
fee.
4.7. BikeLink does not vend 3rd Party Access Devices. 4.8. User must comply with all terms of service that are applicable to their 3rd Party Access Device in addition to this
Agreement.
B
IKE
L
INK
® S
MARTPHONE
A
PP
4.9. The BikeLink App is available on the Apple App Store or the Google Play store. 4.10. A smartphone with an installed BikeLink App is an Access Device that requires registration to a BikeLink User
Profile
to
access
BikeLink
facilities.
5. B
IKE
L
INK
S
MART
C
ARD
V
ALUE
5.1. The BikeLink Smart Card is not a charge, credit, or debit card. 5.2. The value the Smart Card holds is neither cash nor the equivalent of cash. At a BikeLink Facility which charges
for
use,
You
can
exchange
value
on
the
Smart
Card
for
share
time
in
the
facility.
The
Smart
Card
value
has
no
other
use
or
worth.
5.3. BikeLink value is not refundable or exchangeable. 5.4. If You default on this agreement, BikeLink Smart Card value is non-refundable. 6. B IKE
L
INK
W
EB
P
URSE
6.1. The BikeLink Web Purse is an online account to fund Rental transactions for your registered 3rd Party Access
Device
or
App
access
to
BikeLink
facilities.
BikeLink Service and Operations Agreement v06.14.2019
6.2. At a BikeLink Facility which charges for use, You can exchange cash value on your Web Purse for parking time
at
the
facility
or
item.
6.3. You can load cash value and manage your payment account on your Web Purse at BikeLink.org, in the BikeLink
App
or
by
calling
BikeLink
at
(888)
540-0546.
6.4. Any 3rd Party accounts or funds associated with the 3rd Party Access Device are independent of the funding
source
for
your
BikeLink
Web
Purse.
6.5. If a Rental costs more than the value on the User’s Web Purse, BikeLink may allow the User complete the Rental
even
if
the
value
exceeds
the
Web
Purse’s
remaining
value.
However,
sufficient
value
must
be
added
to
the
Web
Purse
to
pay
for
the
prior
Rental
before
the
Access
Device
can
be
used
again.
6.6. By setting up Auto Reload, the User authorizes BikeLink to automatically reload cash value to User’s Web Purse
by
means
of
a
bank
or
credit
card
account
whenever
the
User’s
Web
Purse
balance
falls
below
$5.
6.7. User may request to terminate Auto Reload at any time by editing the Auto Reload setting in the BikeLink App,
at
BikeLink.org,
or
by
emailing
[email protected]. 6.8. If your Web Purse balance reaches an Auto Reload threshold identified in Section 6.6 before the Auto Reload
termination
process
is
completed,
the
Web
Purse
will
be
loaded
with
value
to
bring
the
Web
Purse
balance
to
$20.00
and
You
will
be
liable
for
payment.
6.9. If an Auto Reload charge is declined for any reason, BikeLink may block all Access Devices associated with the
Web
Purse.
In
order
to
have
Access
reinstated,
You
must
provide
a
valid
payment
method
on
the
BikeLink
website
at
BikeLink.org,
on
the
BikeLink
App
or
by
writing
or
calling
BikeLink.
BikeLink
will
issue
an
action
to
unblock
Access
Devices
after
collecting
funds
for
the
Auto
Reload
cash
value.
6.10. BikeLink reserves the right to decline a request to set up an Access Device for Auto Reload, or to accept an alternative
payment
(bank
or
credit
card)
method,
in
order
to
prevent
fraudulent
use
or
abuse
of
Auto
Reload
features
and
benefits.
6.11. BikeLink Web Purse balances are refundable upon request through BikeLink.org. A $5 or 10%, fee, whichever
is
greater,
of
the
cash
value
balance
applies
to
all
refunds.
6.12. If you are found in default of this agreement, your BikeLink Web Purse will be subject to an administrative fee
up
to
$50
for
the
dispose
and
or
impounding
of
your
property.
7. B
IKE
L
INK
A
CCESS
D
EVICE
L
OSS
AND
D
AMAGE
7.1. YOU SHALL REPORT ANY LOST, STOLEN, OR IRREPARABLY DAMAGED ACCESS DEVICES TO BIKELINK IN A TIMELY
MANNER.
IF
YOU
DO
NOT
REPORT
YOUR
LOST
OR
STOLEN
ACCESS
DEVICE,
YOU
MAY
BE
HELD
LIABLE
FOR
ITS
MISUSE,
INCLUDING
HAVING
YOUR
RIGHT
REVOKED
TO
USE
ANY
BIKELINK
FACILITY.
7.2. You agree to report all lost, stolen, or irreparably damaged cards at BikeLink.org, or by calling (888) 540-0546.
You
agree
to
take
all
reasonable
care
of
the
BikeLink
Smart
Card
to
prevent
it
from
damage,
defacement,
destruction,
or
loss
of
any
kind.
7.3. You shall not alter or interfere with any graphic on the BikeLink Smart Card and shall take all reasonable measures
and
care
to
ensure
BikeLink
Smart
Card
Data
are
not
interfered
or
tampered
with.
7.4. No refund for lost or damaged BikeLink Smart Card will be provided except at the absolute discretion of eLock.
7.5. Adding or linking more than one BikeLink App enabled Access Device to your profile is subject to an administrative
fee.
8. B
IKE
L
INK
G
ROUP
P
ARKING
F
ACILITY
A
CCESS
8.1. For first time access to a BikeLink Group Parking Facility, Users must complete an ID check verification at the entry
kiosk.
There
is
an
administrative
fee
for
this
service.
9. C
ONDITIONS
FOR
S
ERVICES
AND
F
ACILITIES
9.1. While using the services and/or facilities of a Facility Owner, You shall observe, perform, and comply with the
terms
and
conditions,
by-laws,
rules,
and
regulations,
including
Rental
settings
such
as
maximum
Rental
duration
and
hourly
rate,
selected
by
that
Facility
Owner
in
relation
to
such
services
and/or
facilities.
9.2. At the behest of a Facility Owner, authorized agents of BikeLink or the Facility Owner may electronically access,
unlock,
move
or
remove
stored
contents,
and/or
modify
a
facility
owned
by
the
Facility
Owner,
regardless
of
the
facility’s
state
or
the
state
of
any
affected
Access
Device,
and
neither
BikeLink
nor
the
Facility
Owner
shall
be
liable
for
any
loss
or
damage
resulting
therefrom.
9.3. A Facility Owner may deny access to, replace, or remove any facilities it owns at any time for any reason, and
neither
BikeLink
nor
the
Facility
Owner
shall
be
liable
for
any
loss
or
damage
resulting
therefrom.
BikeLink Service and Operations Agreement v06.14.2019
9.4. Neither BikeLink nor the Facility Owner are responsible for fire, theft, loss, or damage to any article left in a facility.
User
shall
indemnify
eLock
and
the
Facility
Owner
and
their
directors,
officers,
agents,
representatives,
and
employees
(“Indemnified
Parties”)
from
any
liability
of
any
nature
arising
out
of
the
User’s
use
of
a
facility.
9.5. Neither BikeLink nor the Facility Owner are responsible for any property stored in violation of this User Agreement.
User
shall
indemnify
the
Indemnified
Parties
from
any
liability
of
any
nature
arising
out
of
the
User’s
misuse
of
a
facility.
10. T
ERMINATION
10.1. BikeLink may terminate this User Agreement at any time and for any reason. At BikeLink’s request, or if You wish
to
terminate
this
User
Agreement,
You
must
return
your
BikeLink
Smart
Card
in
proper
working
condition
to
BikeLink.
The
value
on
BikeLink
Smart
Card
is
non-refundable.
Upon
termination
You
may
not
use
any
BikeLink
Access
Device,
including
3rd
Party
or
BikeLink
App
Devices,
to
access
BikeLink
facilities.
11. C
HANGES
TO
THIS
U
SER
A
GREEMENT
11.1. BikeLink reserves the right to change the terms of this User Agreement and any associated policies at any time.
11.2. Any time You start a Rental or log into BikeLink.org or the BikeLink App, You are agreeing to the terms of the
BikeLink
User
Agreement
in
effect
at
the
start
of
your
Rental.
11.3. In the event of any changes to this User Agreement, notice will be posted on the BikeLink website at www.BikeLink.org.
12. R
ELEASE
AND
I
NDEMNITY
12.1. You hereby release the Indemnified Parties from all loss, damage, or injury whatsoever, known or unknown, arising
out
of
or
in
any
manner
connected
with
the
use
or
performance
of
the
Access
Device
issued
to
or
used
by
You.
No
Indemnified
Party
will
have
any
obligation
or
liability
with
respect
to
your
use
of
or
the
performance
of
the
Access
Device.
You
agree
to
indemnify,
protect,
and
hold
harmless
the
Indemnified
Parties
from
any
and
all
liability
for
any
loss,
damage,
or
injury
to
persons
or
property
arising
from
or
related
to
the
Access
Device.
12.2. For and in consideration of permitting You to rent Facility Owner’s property, You hereby voluntarily release, discharge,
waive
and
relinquish
any
and
all
actions
or
causes
of
action
for
personal
injury,
property
damage
or
wrongful
death
occurring
to
You
arising
as
a
result
of
your
use
of
or
the
performance
of
the
Access
Device
issued
to
You,
any
BikeLink
facility,
or
any
activities
incidental
thereto,
wherever
or
however
the
same
may
occur,
and
You
do
for
yourself,
your
heirs,
executors,
administrators
and
assigns
hereby
release,
waive,
discharge
and
relinquish
any
action
or
causes
of
action
aforesaid,
which
may
hereafter
arise
for
yourself
or
for
your
estates
and
agree
that
under
no
circumstances
will
You
or
your
heirs,
executors,
administrators
and
assigns
prosecute,
present
any
claim
for
personal
injury,
property
damage
or
wrongful
death
against
any
Indemnified
Party
for
any
of
said
causes
of
action
whether
the
same
shall
arise
by
the
negligence
of
any
of
said
persons
or
otherwise.
It
is
your
intention
by
this
instrument
to
exempt
and
relieve
all
of
the
Indemnified
Parties
from
liability
for
personal
injury,
property
damage
or
wrongful
death,
whether
or
not
the
same
is
caused
by
negligence.
12.3. You further agree to indemnify and hold harmless the Indemnified Parties from any liability or claim or action
for
damages
which
in
any
way
arises
out
of
your
use
of
or
the
performance
of
the
Access
Device
or
BikeLink
Facility,
even
though
that
liability
may
arise
out
of
the
negligence
or
carelessness
on
the
part
of
any
Indemnified
Party.
Notwithstanding
anything
stated
in
the
foregoing
paragraphs,
nothing
in
this
document
shall
apply
to
exempt
any
person
or
entity
from
responsibility
for
such
person’s
or
entity’s
own
fraud,
or
willful
injury
to
the
person
or
property
of
another,
or
violation
of
law,
whether
willful
or
negligent.
13. F
AILURE
TO
C
OMPLY
13.1. Failure to comply with or default on any portion of this User Agreement may result in eLock’s blocking the
use
of
the
Access
Device,
and
no
refund
will
be
issued
for
the
balance
on
your
BikeLink
Smart
Card
and
/or
Web
Purse
Value
up
to
$50.
14. C
OMMUNICATIONS
14.1. Please address all questions, notifications, and communications related to the BikeLink Access Device and the bicycle
parking
facility
to:
or
by
to:
BikeLink
BikeLink Service and Operations Agreement v06.14.2019
800 Heinz Avenue Suite 11 Berkeley CA 94710 14.2. User agrees to provide BikeLink with their correct and current contact information at the time of registration. 14.3. User agrees to immediately notify BikeLink of any change in contact information by updating the User’s profile at
BikeLink.org,
or
by
contacting
BikeLink
via
15. P
RIVACY
15.1. All information and data relating to the User collected by BikeLink shall be used by BikeLink and the Facility
Owner
for
the
purposes
of
the
operation
and
management
of
BikeLink
facilities,
and
shall
serve
as
a
source
of
information
and
data
for
transit
and/or
related
services
in
general
but
shall
otherwise
be
dealt
with
in
a
confidential
manner
by
BikeLink
unless:
a) the express written consent of the User has been obtained; and / or b) there is a legal requirement to the contrary. 15.2. You retain the right to review all personal identifying information pertaining to your Access Device, whether stored
electronically
or
on
paper.
Any
inquiry
or
request
to
obtain
information,
in
accordance
with
the
above
provisions,
should
be
directed
in
writing
to
BikeLink.
eLock
may
adopt
procedures
for
your
review
of
such
information,
including
but
not
limited
to
charging
a
fee
for
processing
requests
for
access
to
personal
identifying
information.
15.3. When You provide information to BikeLink, BikeLink will not share this information with other entities except
to
conduct
regular
business,
to
comply
with
legal
requirements,
and
to
protect
against
fraud.
BikeLink
will
not
sell,
lease,
rent,
loan,
or
trade
lists
of
physical
or
addresses
or
phone
numbers.
BikeLink’s
web
server,
Access
Devices
and
Rental
devices
collect
information
that
details
the
traffic
on
our
site
and
Rental
usage
patterns.
BikeLink
may
analyze
this
information
and
use
aggregate
statistics
to
improve
the
content
and
navigation
on
websites
and
app,
and
to
improve
the
usefulness
of
products.
15.4. The Personal Identifiable Information (“PII”) that BikeLink collects includes, without limitation, your name, phone
number,
address,
email,
identification
card
or
passport,
photo,
and
other
contact
information.
15.5. When You obtain a BikeLink Access Device You are required to provide accurate PII including your full name,
address
of
residence,
email,
phone
number,
last
four
digits
of
your
photo
ID,
and
contact
information.
That
PII
will
not
be
released
to
third
parties,
except:
(a)
it
is
available
on
demand
to
BikeLink
facility
owners,
facility
owner’s
agent(s)
and
law
enforcement
officials
so
that
in
the
event
that
your
BikeLink
Access
Device
is
lost
while
You
are
storing
Permitted
Items,
your
identity
may
be
verified
before
releasing
such
Permitted
Items
to
You;
(b)
to
contact
You
if
your
Access
Device’s
Rental
transactions
do
not
conform
with
the
terms
of
this
User
Agreement;
(c)
in
the
event
of
an
emergency
affecting
your
items
in
a
Storage
Space;
or
(d)
to
provide
You
with
information
about
changes
in
BikeLink
terms
or
features,
facility
status,
or
stored
property
status.
15.6. BikeLink does not store any credit card information on our servers. Credit card numbers given by Users are disclosed
directly
to
our
3rd
party
vendor
for
fulfillment
services
who
comply
with
all
applicable
PCI
security
requirements.
15.7. eLock may provide aggregate statistics and usage reports to our Users, customers or researchers, to assist them
in
assessing
the
BikeLink
system
or
in
applying
for
funding
to
install
new
facilities.
These
statistics
and
usage
reports
shall
not
contain
PII.
15.8. BikeLink makes no attempt to link website statistics to the individuals who browse our site. BikeLink does not
share
server
statistics
with
third
parties.
15.9. If You request information from us, any PII You supply will be used only to satisfy your request. BikeLink will not
share
such
with
third
parties
unless
such
sharing
is
pursuant
to
this
User
Agreement
or
BikeLink
has
prior
approval
from
You.
15.10. BikeLink uses a combination of technical, administrative, and physical controls to maintain the security of your
PII.
No
method
of
transmitting
or
storing
PII
is
completely
secure,
however.
If
you
have
a
security-related
concern,
please
contact
BikeLink.
15.11. The above policies may be superseded by requirements or obligations imposed by statute, regulation, or legal
process.
15.12. CALIFORNIA DO-NOT-TRACK DISCLOSURE. Do Not Track is a privacy preference that Users can set in their web
browsers.
When
a
User
turns
on
the
Do
Not
Track
signal,
the
browser
sends
a
message
to
websites
requesting them not to track the User. For information about Do Not Track, visit www.allaboutdnt.org. At this time, BikeLink does not respond to Do Not Track browser settings or signals. In addition, BikeLink may use
other
technology
that
is
standard
to
the
Internet,
such
as
pixel
tags,
web
beacons,
and
other
similar
technologies,
to
track
visitors
to
www.bikelink.org
or
one
of
the
affiliated
pages
hosted
at
the
bikelink.org
BikeLink Service and Operations Agreement v06.14.2019
domain. Those tools may be used by us and by third parties to collect information about you and your internet
activity,
even
if
you
have
turned
on
the
Do
Not
Track
signal.
15.13. This Privacy Policy contained in this Section 15 is effective as of February 20, 2018. eLock may revise this Privacy
Policy
without
prior
notice.
Revised
Privacy
Policies
will
be
available
at
www.bikelink.org.
16. G
ENERAL
16.1. Neither this User Agreement nor any rights, licenses or obligations hereunder, may be assigned by User without
the
prior
written
consent
of
eLock
or
Facility
Owner.
eLock
may
assign
this
User
Agreement
freely.
Subject
to
the
foregoing,
this
User
Agreement
will
benefit
and
bind
the
parties’
successors
and
assigns.
16.2. This User Agreement shall be governed by the laws of the State of California without regard to the conflicts of
law
provisions
thereof.
The
sole
jurisdiction
and
venue
for
actions
related
to
the
subject
matter
hereof
shall
be
the
state
and
U.S.
federal
courts
in
Alameda
County,
California.
Both
parties
consent
to
the
exclusive
jurisdiction
of
such
courts
and
agree
that
process
may
be
served
in
the
manner
provided
herein
for
giving
of
notices
or
otherwise
as
allowed
by
California
or
federal
law.
In
any
action
or
proceeding
to
enforce
rights
under
this
User
Agreement,
the
prevailing
party
shall
be
entitled
to
recover
costs
and
attorneys’
fees.
In
the
event
that
any
of
the
provisions
of
this
User
Agreement
shall
be
held
by
a
court
or
other
tribunal
of
competent
jurisdiction
to
be
illegal,
invalid
or
unenforceable,
such
provisions
shall
be
limited
or
eliminated
to
the
minimum
extent
necessary
so
that
this
User
Agreement
shall
otherwise
remain
in
full
force
and
effect.
This
User
Agreement
supersedes
all
prior
discussions
and
writings
and
constitutes
the
entire
agreement
between
the
parties
with
respect
to
the
subject
matter
hereof.
No
waiver
or
modification
of
this
User
Agreement
will
be
binding
upon
either
party
unless
made
in
writing
and
signed
by
a
duly
authorized
representative
of
such
party
and
no
failure
or
delay
in
enforcing
any
right
will
be
deemed
a
waiver.
BikeLink Service and Operations Agreement v06.14.2019 Electronic Bicycle Locker Cleaning Guide
IMPORTANT REMINDERS
• Never Power Wash or Hose Down Electronics
• Never use mineral acids, bleaches, chlorine or any other abrasive, caustic or alkaline cleaning agent on any part of the lockers
• Never use steel wool, wire brushes, carbon steel tools, or sandpaper on any part of the lockers PERIODIC CLEANING PROTOCOL
1X Every 3 Months (Summer, Fall, Winter)
Stainless Steel Surfaces
• Clean with mild detergent (dish soap or glass -safe cleaner) and wa ter using non -metallic abrasive pad and sponge ( Ever-Brite or equivalent) . Gently rinse with fresh water after cleaning. • Inspect stainless steel surfaces for dis coloration, tarnish, water stains or rust.
Fiber Reinforced Plastic Surfaces
• Clean with mild detergent and water using non- abrasive soft cloth, and rinse with fresh water . • Inspect FRP surface for weathering , fading or dullness to glossy surface Polycarbonate Controller Window
• Clean with soft non -abrasive cloth and, as needed, plastic cleaner or plastic polish (Kleenmaster Brillianize, Novus 1 or equivalent).
• Inspect polycarbonate surface and report any foreign substances/damage . 1X Every Year (Spring)
Stainless Steel Surfaces
• Clean with borax, soda ash or a non- abrasive commercial cleanser using a non-abrasive sponge/pad (Scotch Brite or equivalent) . Using gentle pressure, rub stained areas in the same direction of the existing polishing grain until stai ns are removed. Stubborn stains may be removed with a magnesium oxide, ammonia and water paste. Gen tly rinse with fresh water then dry thoroughly . • Inspect stainless steel surfaces for discoloration, tarnish, water stains or rust. ®
Fiber Reinforced Plasti c Surfaces
• Clean with mild detergent and water using non- abrasive soft cloth or sponge. Rinse with fresh water then dry thoroughly.
• Inspect FRP surface for weathering, fading or dullness to glossy surface. • Apply automotive paste wax, let dry to a haze, and buff to a shine with clean dry cloth. Do not wax in direct sunlight and always check the wax label and follow manufacturer’s recommendations. • If there are stains on the FRP we recommend F RP from Davis Instruments or Advanced Products FRP Cleaner for removal.
Polycarbonate Controller Window
• Clean with soft non -abrasive cloth and, as needed, plastic cleaner or plastic polish (Kleenmaster Brillianize, Novus 1 or equivalent) .
• Inspect polycarbonate surface and report any foreign substances/damage to eLock directly.
GRAFFITI REMOVAL
On Stainless Steel Surfaces use graffiti wipes or mineral spirits (or equivalent solvent ) to remove paints, pen inks, lipstick, adhesives and labels . On Fiber Reinforced Plastic Surfaces use FRP from Davis Instruments or Advanced Products FRP Cleaner to remove the graffiti. Following use of solvents , wash with a solution of mild detergent and water then rinse with fresh water . On Polycarbonate Controller Window clean with soft non -abrasive cloth and, as needed, plastic cleaner or plastic polish (Kleenmaster Brillianize, Novus 1 or equivalent).
Planning Commission
Stone Point Lots 1-5
1 Stainless
Steel
Surfaces
Fiber Reinforced Plastic
Electronic Bike Lockers
Product Surfaces
Polycarbonate
Controller
Window
Stainless Stain Before Cleaning
•
Stainless Stain After Cleaning
FRP Stain Removal Before and After
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
EXHIBIT B
PAYMENT PROVISIONS
1. COMPENSATION TO CONTRACTOR:
a. Provided Contractor is not in default under this Contract, Contractor shall be compensated in the manner set forth herein.
b. All payments made pursuant to this Contract shall be subject to the Contract Payment Limit. The Payment Limit includes expenses (phones, photocopying, meals and travel, etc.). Invoices shall be adequately detailed, based on accurate records, and be in a form reasonably satisfactory to the City. Contractor may be required to provide back-up material upon request.
c. All City vendors receiving new contracts shall sign up to receive electronic payments through the City’s Automated Clearinghouse (ACH) payments service/provider.
2. SUBMISSION OF INVOICES:
Contractor shall submit timely invoices by email to
[email protected] and/or to the following address:
Attention: City of Richmond Finance/Account Payable
Project Manager: _______________________
P.O. Box 4046
Richmond, CA 94804
3. All invoices that are submitted by Contractor shall be subject to the approval of the City Project Manager, _______________________, before payments shall be authorized.
a. The City will pay invoice(s) within 45 days after completion of services to the City’s satisfaction. The City shall not pay late fees or interest.
b. All appropriate permits, certificates, and licenses, including a City business license shall be obtained and maintained for the duration of this Contract before any payment is authorized.
4. All insurance coverage required by this Contract shall be provided by the Contractor before this Contract is executed by the City. The insurance coverage required by this Contract shall be maintained by Contractor for the duration of this Contract and must be in place before any payment is authorized.
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
EXHIBIT C
AUTHORIZED REPRESENTATIVES AND NOTICES
1. All required written notices shall be delivered: (i) by hand; or (ii) sent by registered, express, or certified mail, with return receipt requested or with delivery confirmation requested from the U.S. postal service; or (iii) sent by overnight or same day courier service at the party’s respective address listed in this Section.
2. Each notice shall be deemed to have been received on the earlier to occur of:
actual delivery or the date on which delivery is refused; or three (3) days after notice is deposited in the U.S. mail or with a courier service in the manner described above (Sundays and City holidays excepted).
3. Either party may, at any time, change its notice address (other than to a post office box address) by giving the other party three (3) days prior written notice of the new address.
4. All notices, demands, requests, or approvals from Contractor to the City shall be addressed to the City at:
City of Richmond
450 Civic Center Plaza
Richmond, CA 94804
Email: ________________________________________________
5. All notices, demands, requests, or approvals from the City to Contractor shall be addressed to Contractor at:
Attn:
Email: ________________________________________________ Contract No: ________ For the Contract between the City of Richmond and
_____________________________
EXHIBIT D
GENERAL CONDITIONS
1. INDEPENDENT PARTIES:
Contractor hereby declares that Contractor is engaged as an independent business and Contractor agrees to perform the services as an independent contractor.
The manner and means of conducting the services and tasks are under the control of Contractor except to the extent they are limited by statute, rule or regulation and the express terms of this Contract. No civil service status or other right of employment will be acquired by virtue of Contractor’s services. None of the benefits provided by the City to its employees, including but not limited to unemployment insurance, workers’ compensation plans, vacation and sick leave, are available from the City to Contractor, its employees or agents. Deductions shall not be made for any state or federal taxes, FICA payments, PERS payments, or other purposes normally associated with an employer-employee relationship from any compensation due to Contractor. Payments of the above items, if required, are the responsibility of Contractor.
2. TIME IS OF THE ESSENCE:
Contractor and the City agree that time is of the essence regarding the performance of this Contract.
3. STANDARD OF CARE:
Contractor agrees to perform all services hereunder in a manner commensurate with the prevailing standards of like professionals or service Contractors, as applicable, in the San Francisco Bay Area and agrees that all services shall be performed by qualified and experienced personnel who are not employed by the City.
4. IMMIGRATION REFORM AND CONTROL ACT (IRCA):
Contractor assumes all responsibility for verifying the identity and employment authorization of all of its employees performing work hereunder, pursuant to all applicable IRCA or other federal, or state rules and regulations. Contractor shall indemnify, defend, and hold the City harmless from and against any loss, damage, liability, costs or expenses arising from any noncompliance of this provision by Contractor.
5. NON-DISCRIMINATION:
Consistent with the City’s policy and state and federal law that harassment and discrimination are unacceptable conduct, Contractor and its employees, contractors, and agents shall not harass or discriminate against any job applicant, City employee, or any other person on the basis of any kind of any statutorily (federal, state or local) protected class, including but not limited to: race, religious creed, color, national origin, ancestry, Contract No: ________ For the Contract between the City of Richmond and
_____________________________
disability (both mental and physical) including HIV and AIDS, medical condition (e.g. cancer), genetic information, marital status, sex, gender, gender identity, gender expression, age, sexual orientation, pregnancy, political affiliation, military and veteran status or legitimate union activities. Contractor agrees that any violation of this provision shall constitute a material breach of this Contract.
6. CITY PROPERTY:
a. Each and every report, draft, work product, map, record, applicable plans, drawings, calculation, data, specification, video, graphic, or any other material or document produced, prepared or caused to be prepared by Contractor pursuant to or in connection with this Contract shall be the exclusive property of the City.
b. Notwithstanding the foregoing, Contractor shall not be obligated to provide to City proprietary software or data which Contractor has developed or had developed for Contractor's own use; provided, however, that Contractor shall, pursuant to Section 11 below, indemnify, defend and hold the City harmless from and against any discovery or Public Records Act request seeking the disclosure of such proprietary software or data.
c. No report, information or other data given to or prepared or assembled by Contractor pursuant to this Contract shall be made available to any individual or organization by Contractor without prior approval of the City Manager or their designee.
d. Contractor shall, at such time and in such form as City Manager or their designee may require, furnish reports concerning the status of services and tasks required under this Contract.
7. RECORDS:
a. Contractor shall maintain complete and accurate records with respect to the services, tasks, work, documents and data in sufficient detail to permit an evaluation of Contractor’s performance under the Contract, as well as maintain books and records related to sales, costs, expenses, receipts and other such information required by the City that relate to the performance of the services and tasks under this Contract (collectively the “Records”).
b. All Records shall be maintained in accordance with generally accepted accounting principles and shall be clearly identified and readily accessible. Contractor shall provide free access to the Records to the representatives of the City or its designees during regular business hours upon reasonable prior notice. The City has the right to examine and audit the Records, and to make copies or transcripts therefrom as necessary, and to allow inspection of all proceedings and activities related to this Contract. Such Records, together with supporting documents, shall be kept separate from other documents and records and shall be maintained by Contractor for a period of five (5) years after receipt of final payment.
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
c. If supplemental examination or audit of the Records is necessary due to concerns raised by the City’s preliminary examination or audit of records, and the City’s supplemental examination or audit of the records discloses a failure to adhere to appropriate internal financial controls, or other breach of this Contract or failure to act in good faith, then Contractor shall reimburse the City for all reasonable costs and expenses associated with the supplemental examination or audit.
8. PERMITS AND LICENSES:
Contractor, at its sole expense, shall obtain and maintain during the term of this Contract, all appropriate permits, certificates and licenses, including a City business license, required in connection with the performance of the services and tasks hereunder.
The failure to obtain such permits and licenses shall be a material breach of this Contract and grounds for immediate termination by City; provided, however, that City may waive the business license requirement in writing under unusual or extraordinary circumstances without necessitating any modification of this Contract to reflect such waiver.
9. TERMINATION:
a. Termination Without Default. Notwithstanding any provision herein to the contrary, the City may, in its sole and absolute discretion and without cause, terminate this Contract at any time prior to completion by Contractor of the project or services hereunder immediately upon transmission of written notice to Contractor as provided in Exhibit C “Authorized Representatives and Notices”.
b. Termination in the Event of Default. Should Contractor fail to perform any of its obligations hereunder, within the time and in the manner provided or otherwise violate any of the terms of this Contract, City may immediately terminate this Contract by giving written notice of such termination, stating the reasons for such termination. Contractor shall be compensated as provided in Exhibit B; provided, however, there shall be deducted from such amount the amount of damage, including attorney's fees, expert witness fees and costs, if any, sustained by City by virtue of Contractor's breach of this Contract. Additionally, in the event of such termination, the City may proceed with the work in any reasonable manner it chooses.
10. CONFLICT OF INTEREST:
Contractor acknowledges, represents and warrants that Contractor shall avoid all conflicts of interest (as defined under any federal, state or local statute, rule or regulation, or at common law) with respect to this Contract. Contractor further acknowledges, represents and warrants that no City official or employee has any economic interest, as defined in Title 2, California Code of Regulations §§ 18703.1 through 18703.5, with Contractor that would invalidate this Contract. Contractor acknowledges that in the event that Contractor shall be found by any judicial or administrative body to have any conflict of interest (as defined above) with respect to this Contract, all consideration received under Contract No: ________ For the Contract between the City of Richmond and
_____________________________
this Contract shall be forfeited and returned to City forthwith. This provision shall survive the termination of this Contract for one (1) year.
11. HOLD HARMLESS:
a. To the fullest extent permitted by law, Contractor shall indemnify, defend (with counsel acceptable to the City) and hold harmless the City, its City Council, boards, commissions, officials, employees, agents and volunteers (“Indemnitees”) from and against any and all loss, damages, liability, obligations, claims, suits, judgments, costs and expenses whatsoever, including attorney’s fees and costs of litigation (“Claims”), arising from or in any manner connected to Contractor’s performance of its obligations under this Contract or failure to comply with any of its obligations under this Contract or out of the operations conducted by Contractor even if the City is found to have been negligent. If the Claims filed against Indemnitees allege negligence, recklessness or willful misconduct on the part of Contractor, Contractor shall have no right of reimbursement against Indemnitees for the costs of defense even if negligence, recklessness or willful misconduct is not found on the part of Contractor. Contractor shall not have any obligations to indemnify Indemnitees if the loss or damage is found to have resulted solely from the negligence or the willful misconduct of the City. The defense and indemnification obligations of this Contract are undertaken in addition to, and shall not in any way be limited by, the insurance obligations contained in this Contract.
b. This indemnification obligation shall survive this Contract and shall not be limited by any term of any insurance policy required under this Contract; provided however, that if this Contract is for design professional services, this indemnity provision is limited to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the design professional (as defined in California Civil Code section 2782.8).
12. LIMITATIONS UPON SUBCONTRACTING AND ASSIGNMENT:
a. This Contract binds the heirs, successors, assigns and representatives of Contractor. The Contractor shall not enter into subcontracts for any work contemplated under this Contract and shall not assign this Contract, nor any portion hereof or monies due or to become due, without the prior written consent of the City Council or its designee.
b. Contractor shall not assign, sublease, hypothecate, or transfer this Contract, or any interest therein, directly or indirectly, by operation of law or otherwise, without prior written consent of the City Manager. Contractor shall submit a written request for consent to transfer to the City Manager at least thirty (30) days in advance of the desired transfer.
The City Manager or their designee may consent or reject such request in their sole and absolute discretion. Any attempt to do so without said consent shall be null and void, and any assignee, sublessee, hypothecate or transferee shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer. However, claims for Contract No: ________ For the Contract between the City of Richmond and
_____________________________
money against the City under this Contract may be assigned by Contractor to a bank, trust company or other financial institution without prior written consent.
c. The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Contractor (if applicable), or of the interest of any general partner or joint venturer or syndicate member if Contractor is a partnership or joint- venture or syndicate, which shall result in a change of control of Contractor, shall be deemed an assignment. For this purpose, control shall mean fifty percent or more of the voting power or twenty-five percent or more of the assets of the corporation, partnership or joint-venture.
d. Only those persons and/or businesses whose names and resumés are attached to this Contract shall be used in the performance of this Contract. However, if after the start of this Contract, Contractor wishes to use sub-contractors, at no additional costs to the City, then Contractor shall submit a written request for consent to add sub- contractors including the names of the sub-contractors and the reasons for the request to the City Manager at least five (5) days in advance. The City Manager may consent or reject such requests in their sole and absolute discretion.
e. Each sub-contractor shall be required to furnish proof of workers’ compensation insurance and shall also be required to carry general, automobile and professional liability insurance (as applicable) in reasonable conformity to the insurance carried by Contractor.
f. In addition, any tasks or services performed by sub-contractors shall be subject to each provision of this Contract. Contractor shall include the following language in their Contract with any sub-contractor: “Sub-Contractors hired by Contractor agree to be bound to Contractor and the City in the same manner and to the same extent as Contractor is bound to the City.”
g. The requirements in this Section 12 shall not apply to persons who are merely providing materials, supplies, data or information that Contractor then analyzes and incorporates into its work product.
13. SAFETY:
a. Contractor acknowledges that the City is committed to the highest standards of workplace safety. Contractor will be solely and completely responsible for conditions of all vehicles owned or operated by Contractor, including the safety of all persons and property during performance of the services and tasks under this Contract.
Contractor shall assume sole and complete responsibility for the safety of Contractor's employees and any of subcontractor's employees This requirement will apply continuously and not be limited to normal working hours. In addition, Contractor will comply with all safety provisions in conformance with U.S. Department of Labor Occupational Safety and Health Act, any equivalent state law, and all other applicable Contract No: ________ For the Contract between the City of Richmond and
_____________________________
federal, state, county and local laws, ordinances, codes, and any regulations that may be detailed in other parts of the Contract. Where any of these are in conflict, the more stringent requirements will be followed. Contractor’s failure to thoroughly familiarize itself with the aforementioned safety provisions will not relieve it from compliance with the obligations and penalties set forth herein.
b. Contractor will immediately notify the City (in no event less than 24 hours) of any incident of death, serious personal injury or substantial property damage that occurs in connection with the performance of this Contract. Contractor will promptly submit to the City a written report of all incidents that occur in connection with this Contract. This report must include the following information: (i) name and address of injured or deceased person(s); (ii) name and address of Contractor’s employee(s) involved in the incident; (iii) name and address of Contractor’s liability insurance carrier; (iv) a detailed description of the incident; and (v) a police report.
c. Contractor acknowledges that the City shall have the right to impose, at the City’s sole discretion, requirements that it deems are necessary to protect the health and safety of the City employees, residents, and visitors. Contractor agrees to comply with all such requirements, including, but not limited to, mandatory vaccinations, the use of personal protective equipment (e.g. masks), physical distancing, and health screenings.
Contractor also agrees to make available to the City, at the City’s request, records to demonstrate Contractor’s compliance with this Section.
14. INSURANCE:
Insurance requirements are set forth in Exhibit F to this Contract. Contractor shall abide by the insurance requirements set forth in said Exhibit F.
15. COMPLIANCE WITH ALL APPLICABLE LAWS:
a. During the term of this Contract, Contractor shall keep fully informed of all existing and future state and federal laws and all municipal ordinances and regulations of the City of Richmond which affect the manner in which the services or tasks are to be performed by Contractor, as well as all such orders and decrees of bodies or tribunals having any jurisdiction or authority over the same. Contractor shall comply with all applicable laws, state and federal and all ordinances, rules and regulations enacted or issued by the City. Compliance under this provision includes compliance with all provisions of the Richmond Municipal Code ("Municipal Code"), including Chapters 2.50,
2.52, 2.56, and 2.60, if applicable.
b. Contractor acknowledges that under § 2.60.070 of the Municipal Code ("Living Wage Ordinance"), Contractor is required to provide the City with documents and information verifying its compliance with the Living Wage Ordinance. Contractor shall notify each of its affected employees with regards to the wages that are required to be paid pursuant to the Living Wage Ordinance as prescribed in § 2.60.070 of the Municipal Code.
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
c. Contractor shall comply with § 2.28.030 of the Municipal Code, obligating every Contractor or sub-Contractor under an agreement or sub-agreement with the City for public works, goods or services to refrain from discriminatory employment or practices on the basis of race, color, sex, sexual orientation, religious creed, national origin or ancestry of any employee, any applicant for employment or any potential sub-contractor.
d. Contractor acknowledges that the City’s Drug Free Workplace Policy, Violence in the Workplace Policy and the Policy Against Workplace Harassment, are available on the City’s website at http://www.ci.richmond.ca.us/workplacepolicies.
Contractor agrees to abide by the terms and conditions of said policies.
16. INTEGRATED CONTRACT:
The Recitals and exhibits are a material part of this Contract and are expressly incorporated herein. This Contract represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions hereof. Any modification of this Contract will be effective only by written execution signed by both the City and Contractor.
17. CONFLICTING PROVISIONS:
In the event of a conflict between these General Conditions and those of any Exhibit or attachment hereto, these General Conditions shall prevail; provided, however, that any Special Condition as set forth in Exhibit E shall prevail over these General Conditions. In the event of a conflict between the terms and conditions of any two or more Exhibits or attachments hereto, those prepared by City shall prevail over those prepared by the Contractor, and the terms and conditions preferred by the City shall prevail over those preferred by the Contractor.
18. FORCE MAJEURE:
Neither party hereto shall be considered in default in the performance of its obligations hereunder to the extent that the performance of such an obligation is prevented or delayed by reason of acts of God, strikes, boycotts, lock-outs, inability to procure materials not related to the price thereof, failure of power, restrictive governmental laws and regulations enacted after the date of this Contract, riots, civil unrest, acts of terrorism, insurrection, war, declaration of a state or national emergency or other reasons of a like nature not within the reasonable control of such party.
19. CONFLICT OF LAW:
This Contract shall be interpreted under, and enforced by the laws of the State of Contract No: ________ For the Contract between the City of Richmond and
_____________________________
California without regard to any choice of law rules which may direct the application of laws of another jurisdiction. The Contract and obligations of the parties are subject to all valid laws, orders, rules, and regulations of the authorities having jurisdiction over this Contract (or the successors of those authorities). Any suits brought pursuant to this Contract shall be filed with the courts of the County of Contra Costa, State of California.
20. CLAIMS:
Any claim by Contractor against City hereunder shall be subject to Government Code §§ 800 et seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the City shall be waived if not made within six months after accrual of the cause of action.
21. INTERPRETATION:
This Contract shall be interpreted as if drafted by both parties.
22. WARRANTY:
If any product is be provided to the City as part of this Contract, Contractor warrants as follows: Contractor possesses good title to the product and the right to transfer the product to City; the product shall be delivered to the City free from any security interest or other lien; the product meets any specifications contained herein; the product shall be free from material defects in materials and workmanship under normal use for a period of one (1) year from the date of delivery; and the product shall be fit for its intended purpose(s). Notwithstanding the foregoing, consumable and maintenance items (such as light bulbs and batteries) shall be warranted for a period of one hundred and eighty (180) days from the date of delivery. All repairs during the warranty period shall be promptly performed by Contractor, at Contractor's expense, including shipping.
23. SEVERABILITY:
In the event that any of the provisions or portions or applications thereof of this Contract are held to be unenforceable or invalid by any court of competent jurisdiction, City and Contractor shall negotiate an equitable adjustment in the provisions of the Contract with a view toward effecting the purpose of this Contract, and the validity and enforceability of the remaining provisions or portions or applications thereof, shall not be affected thereby.
24. AUTHORITY:
City warrants and represents that the signatory hereto (the Mayor of the City of Richmond or the City Manager) is duly authorized to enter into and execute this Contract on behalf of City. The party signing on behalf of Contractor warrants and represents that they are duly authorized to enter into and execute this Contract on behalf of Contractor, Contract No: ________ For the Contract between the City of Richmond and
_____________________________
and shall be personally liable to City if they are not duly authorized to enter into and execute this Contract on behalf of Contractor.
25. WAIVER:
The waiver by City of any breach of any term or provision of this Contract shall not be construed as a waiver of any subsequent breach. Inspections or approvals, or statements by any officer, agent or employee of the City relating to the Contractor’s performance, or payment therefore, or any combination of these acts, shall not relieve the Contractor’s obligation to fulfill this Contract as prescribed; nor shall the City be thereby stopped from bringing any action for damages or enforcement arising from any failure to comply with any of the terms and conditions of this Contract.
26. COUNTERPARTS:
This Contract may be executed in any number of counterparts (including by fax, PDF, DocuSign, or other electronic means), each of which shall be deemed an original, but all of which shall constitute one and the same instrument.
27. SANCTUARY CITY CONTRACTING ORDINANCE (SCCO):
The Richmond Sanctuary City Contracting Ordinance No. 12-18 prohibits the City from granting and or retaining contracts with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor must submit the Sanctuary City Compliance Statement, attached hereto as Exhibit G.
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
EXHIBIT E
SPECIAL CONDITIONS
The General Conditions are hereby amended to include the following modifications and/or provisions (if applicable, otherwise please state “NONE”):
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
EXHIBIT F
INSURANCE PROVISIONS
☐ CHECK HERE IF RISK MANAGEMENT HAS APPROVED WAIVING INSURANCE REQUIREMENTS FOR THIS CONTRACT.
1. CERTIFICATES: Before the commencement of the terms of this Contract, and during the entire term of this Contract and any extension or modification thereof, Contractor shall furnish the City’s Risk Manager with certificates showing the type, amount, class of operations covered, effective dates and dates of expiration of insurance coverage in compliance with coverage requirements set forth by the City and incorporated herein.
Such certificates, which do not limit Contractor’s indemnification, shall also contain substantially the following statement:
“Should any of the above insurance covered by this certificate be canceled or coverage reduced before the expiration date thereof, the insurer affording coverage shall provide thirty (30) days’ advance written notice to the City of Richmond.
Attention: Risk Manager.”
Contractor shall maintain in force at all times during the performance of this Contract all appropriate coverage of insurance required by this Contract with an insurance company licensed to offer insurance business in the State of California with a current A.M. Best’s rating of no less than A:VII or Standard & Poor’s Rating (if rated) of at least BBB unless otherwise acceptable to the City. Contractor shall deliver updated insurance certificates to the City at the address set forth in Exhibit C prior to the expiration of the existing insurance certificate for the duration of the term of Contract.
Endorsements naming the City, its City Council, boards, commissions, officials, employees, agents, and volunteers as additional insured shall be submitted with the insurance certificates.
2. COVERAGE REQUIREMENTS: The City’s insurance requirements depend upon the type of service being provided and/or the provider. The City’s insurance requirements will fall into one of the following categories (unless otherwise provided by the City):
Consultants and Contractors – Type 1
Professional Services – Type 2
Environmental Risk/Hazardous Waste Material – Type 3
Lease of City Property – Type 4
Vendors, Suppliers, Small Grant Recipients & Nonprofit Organizations – Type 5 Transportation Providers – Type 6
Professional Services Pyrotechnics – Type 7
Cyber and I.T. Risks – Type 8
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
The insurance requirements classification applicable to this Contract shall be attached to this Exhibit F and made a part hereof.
3. FAILURE TO SECURE: If Contractor at any time during the term hereof should fail to secure or maintain the foregoing insurance, the City shall be permitted to obtain such insurance in Contractor’s name or as an agent of Contractor and shall be compensated by Contractor for the costs of the insurance premiums at the maximum rate permitted by law and computed from the date written notice is received that the premiums have not been paid.
4. SUFFICIENCY OF INSURANCE: The insurance limits required by the City are not represented as being sufficient to protect Contractor. Contractor is advised to consult Contractor’s insurance broker to determine adequate coverage for Contractor. The coverage and limits shall be (1) the minimum coverage and limits specified in this Contract; or (2) the broader coverage and maximum limits of the coverage carried by or available to Contractor; whichever is greater.
INSERT INSURANCE REQUIREMENTS CLASSIFICATION APPLICABLE TO THIS CONTRACT: (IF NECESSARY, CONFIRM WITH RISK MANAGER)
Contract No: ________ For the Contract between the City of Richmond and
_____________________________
EXHIBIT G
SANCTUARY CITY COMPLIANCE STATEMENT
The undersigned, (hereafter "Contractor"), has had an opportunity to review the requirements of City of Richmond Ordinance 12-18 (hereafter "Sanctuary City Contracting Ordinance" or “SCCO”).
Contractor understands and agrees that the City may choose with whom it will maintain business relations and may refrain from contracting with any person or entity that provides Data Broker or Extreme Vetting services to the U.S. Immigration and Customs Enforcement Division of the United States Department of Homeland Security (“ICE”). Contractor understands the meaning of the following terms used in the SCCO:
a. "Data Broker” means either of the following:
i. The collection of information, including personal information about consumers, from a wide variety of sources for the purposes of reselling such information to their customers, which include both private-sector business and government agencies;
ii. The aggregation of data that was collected for another purpose from that for which it is ultimately used.
b. “Extreme Vetting” means data mining, threat modeling, predictive risk analysis, or other similar services."
Contractor understands that it is not eligible to receive or retain a City contract if at the time the Contract is executed, or at any time during the term of the Contract, it provides Data Broker or Extreme Vetting services to ICE.
Contractor further understands and agrees that Contractor's failure to comply with the SCCO shall constitute a material default of the Contract and the City Manager may terminate the Contract and bar Contractor from bidding on future contracts with the City for five (5) years from the effective date of the contract termination.
By executing this statement, Contractor certifies that it complies with the requirements of the SCCO and that if at any time during the term of the Contract it ceases to comply, Contractor will promptly notify the City Manager in writing. Any person or entity who knowingly or willingly supplies false information in violation of the SCCO shall be guilty of a misdemeanor and subject to a $1,000 fine.
Based on the foregoing, the undersigned declares under penalty of perjury under the laws of the State of California that the foregoing is true and correct.
Printed Name: Title:
Signed: Date:
Business Entity:
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 1 of 4
Revised: September 2011
In all instances where a CONTRACTOR or its representatives will be conducting business and/or providing services, the City requires the following MINIMUM insurance requirements and limits.
CONTRACTOR shall procure and maintain for the duration of the contract, agreement, or other order for work, services or supplies, insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the CONTRACTOR, its agents, representatives, employees or subcontractors. Maintenance of proper insurance coverage is a material element of the contract. Failure to maintain or renew coverage or to provide evidence of renewal may be treated by the City as a material breach of contract.
CONTRACTOR agrees that in the event of loss due to any of the perils for which it has agreed to provide Commercial General Liability insurance, CONTRACTOR shall look solely to its insurance for recovery. CONTRACTOR hereby grants to CITY, on behalf of any insurer providing Commercial General Liability insurance to either CONTRACTOR or CITY with respect to the services of CONSULTANT herein, a waiver of any right to subrogation which any such insurer of said CONTRACTOR may acquire against the CITY by virtue of the payment of any loss under such insurance.
Original, signed certificates and original, separate policy endorsements, naming the City as an additional insured for general liability, as well as a waiver of subrogation for Workers’ Compensation insurance, shall be received and approved by the City before any work may begin. However, failure to do so shall not operate as a waiver of these insurance requirements.
City reserves the right to modify or require additional coverages for specific risk exposures depending on scope of CONTRACTORS work.
Minimum coverage is detailed below. The policy limits of coverage shall be made available to the full limits of the policy.
The minimum limits stated herein shall not serve to reduce the policy limits of coverage of CONTRACTOR.
Minimum Scope of Insurance – the following forms shall be provided and coverage shall be at least as broad as the following:
1. Insurance Services Office Commercial General Liability coverage (ISO Occurrence Form CG 0001) including coverage for bodily and personal injury, property damage, and products and completed operations.
2. Insurance Services Office Automobile Liability coverage (ISO Form CA 0001, Code 1, Any Auto)
3. Original and Separate Additional Insured Endorsements for General Liability (ISO Form CG 20 10 11/85 or its equivalent) with primary and non-contributory language.
4. Workers’ Compensation Insurance as required by the State of California including Employer’s Liability coverage.
5. Original and Separate Waiver of Subrogation for Workers’ Compensation and Builder’s Risk/ Course of Construction Insurance.
6. Builder’s Risk/Course of Construction insurance covering all risks of loss less policy exclusions when the City of Richmond has a financial interest in the property. – (Only required for Construction Contracts involving property)
7. Contractor’s Pollution Liability (if applicable for Construction Contractors)
Required Coverage
Minimum Limits
Workers’ Compensation and
Employers’ Liability
Statutory limits as required by the State of California including $1 million Employers’ Liability per accident, per employee for bodily injury or disease.
If CONTRACTOR
is self-insured, provide a certificate of Permission to Self- Insure, signed by the California Department of Industrial Relations and Self- Insurance. If contractor is a sole proprietor (has no employees) than contractor must sign “Contractor Release of Liability” found at:
http://www.ci.richmond.ca.us/index.aspx?nid=61.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 2 of 4
Revised: September 2011
PROJECT COST R EQUIRED LIMIT
$0 - $5 million $2 million p/o
$5 million - $10 million $5 million p/o
Over $10 million $10 million p/o
Fireworks $5 million p/o
General Liability
(primary and excess limits
combined)
Includes coverage for bodily injury, personal injury, property damage and products and completed operations. The policy shall not exclude coverage for XCU perils (explosion, collapse, or damage to underground property).
If the policy includes a general aggregate, either the general aggregate shall apply separately to this project, service or location or the minimum required aggregate limit shall be twice the per occurrence limit ($4 million aggregate limit).
Policy shall be endorsed to name the City of Richmond as an additional insured per the conditions detailed below.
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage.
Builders’ Risk/Course of
Construction – Covers property
under construction, repair or
renovation as well as equipment
and materials to be installed.
(Only required for Construction
Projects involving property and
equipment installation.)
Coverage shall include all risks of direct physical loss, excluding earthquake, for an amount equal to the full completed value of the covered structure or replacement value of alterations or additions, including soft costs and business interruption.
If the project does not involve new or major reconstruction, an Installation Floater may be acceptable. For such projects, a property installation floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken or destroyed during the performance of the Work, including during transit, installation and testing at the City of Richmond’s site.
The City of Richmond shall be named as loss payee as its interest may appear. The insurer shall waive all rights of subrogation against City.
Contractor’s Pollution Liability (if
applicable)
Protects against:
unexpected/unintended release of
pollution resulting from contractors
covered operations such as:
HVAC, paving, carpentry, pipeline
& tank installation, drillers,
remediation contractors,
maintenance, mechanical,
demolition, excavation, grading,
street/road construction,
residential & commercial builders.
Same limits as General Liability.
Required Policy Conditions
A. M. Best Rating A:VII or Better. If the A.M. Best Rating falls below the required rating, CONTRACTOR must replace coverage immediately and provide notice to City.
Additional Insured Endorsement
Applicable to General Liability Coverage.
The City of Richmond, its officers, officials, employees, agents and volunteers are to be named as additional insureds for all liability arising out of the operations by or on behalf of the named insured, including but not limited to bodily injury, deaths and property damage or destruction arising in any respect directly or indirectly in the performance of this contract.
ISO form CG 20 10 (11/85) or its equivalent is required. The endorsement must not
exclude products and completed operations
coverage. If it does, then CG 20 37 (10/01) is also required. ___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 3 of 4
Revised: September 2011
Additional Insured Endorsement
(continued)
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Primary and Noncontributory The contractor’s insurance coverage must be primary coverage as it pertains to the City, its officers, officials, employees, agents and volunteers. Any insurance or self insurance maintained by the City is wholly separate from the insurance of the contractor and in no way relieves the contractor from its responsibility to provide insurance.
Waiver of Subrogation
Endorsement Form
Contractor’s insurer will provide a Waiver of Subrogation in favor of the City for Workers Compensation and Builder’s Risk/ Course of Construction coverage during the life of this contract.
SAMPLE Endorsements can be found at
http://www.ci.richmond.ca.us/index.aspx?nid=61
Deductibles and Self-Insured
Retentions
Any deductible or self-insured retention must be declared to and approved by the City. At the option of the City either the insurer shall reduce or eliminate such deductibles or self-insured retention as respects the City or the CONTRACTOR shall procure a financial guarantee in an amount equal to the deductible or self-insured retention guaranteeing payment of losses and related investigations, claims administration and defense expenses.
Contractor is responsible for satisfaction of the deductible and/or self-insured retention for each loss.
Loss Payable Endorsement (only
required when Builder’s Risk
and/or Course of Construction
Insurance is required.)
Applicable to Builder’s Risk/Course of Construction naming the City of Richmond as Loss Payee.
SURETY BONDS
(If a Public Works/Engineering
Project)
The Contractor shall provide:
1. A Bid bond
2. A Performance Bond
3. A Payment Bond
Umbrella/Excess Liability Policies
If an Umbrella or Excess Liability Policy is used to meet the liability limits, coverage shall be as broad as specified for underlying coverages and cover those insured in the underlying policies.
Claims-Made Policies
If any insurance policy is written on a claims-made form: 1) the retroactive date must be shown, and must be before the date of the contract or the beginning of contract work. 2) Insurance must be maintained and evidence of insurance must be provided for at least five (5) years after completion of the contract of work. 3) If coverage is canceled or non- renewed, and not replaced with another claims-made policy form with a retroactive date prior to the contract effective date, the Contractor must purchase an extended period coverage for a minimum of five (5) years after completion of contract work.
Subcontractors
CONTRACTOR
shall include all subcontractors as insured under its policies or shall furnish to the City for review and approval, separate certificates and endorsements for each subcontractor. All coverage for subcontractors shall be subject to all of the requirements stated herein.
CONTRACTOR agrees to defend and indemnify the City of Richmond for any damage resulting to it from failure of either CONTRACTOR or any subcontractor to take out or maintain the required insurance policies. The fact that insurance is obtained by CONTRACTOR, and/or CONTRACTOR’s subcontractors, will not be deemed to release or diminish the liability of CONTRACTOR, including, without limitation, liability under the indemnity provisions of this contract. Damages recoverable by CITY from CONTRACTOR or any third party will not be limited by the amount of the required insurance coverage.
___ Exhibit F
___ Section 8
City of Richmond - Insurance Requirements – Type 1:
Consultants and Contractors
Type 1 – Page 4 of 4
Revised: September 2011
Verification of Coverage
All original certificates and endorsements shall be received and approved by the City before work may begin . The City
of Richmond reserves the right to require complete, certified copies of all required insurance policies including endorsements affecting the coverage at any time.
Original insurance certificates and required policy endorsements shall be mailed, or delivered to the Designated Project Manager for the City of Richmond.
Insurance certificates and endorsements may be faxed to the Designated Project Manager. However, Contractor must mail the original certificates and endorsements to Designated Project Manager once faxed.
Continuous Coverage
CONTRACTOR shall maintain the required insurance for the life of the contract. Should the CONTRACTOR cease to have insurance as required during this time, all work by the CONTRACTOR pursuant to this agreement shall cease until insurance acceptable to the City is provided. In the event that CONTRACTOR fails to comply with the City’s insurance requirements, the City may take such action as it deems necessary to protect the City’s interests. Such action may include but is not limited to termination of the contract, withholding of payments, or other actions as the City deems appropriate.
If services or the scope of work extend beyond the expiration dates of the required insurance policies initially approved by the City, CONTRACTOR must provide updated certificates and endorsements indicating that the required coverage, terms and conditions are still in place. Renewal certificates and updated endorsements shall be mailed to the Designated Project Manager.
Cancellation
CONTRACTOR shall ensure that coverage shall not be cancelled, reduced or otherwise materially changed except after thirty (30) days’ prior written notice has been given to the City.
Reporting Requirements
Any failure to comply with reporting or other provisions of the policies including breaches of warranties shall not affect coverage provided to the City, its officers, officials, employees or volunteers.
Consistent with Public Policy
The insuring provisions, insofar as they may be judged to be against public policy shall be void and unenforceable only to the minimum extent necessary so that the remaining terms and provisions herein may be consistent with public policy and thus enforceable.