Loading...
HomeMy WebLinkAbout05-08-2024 MOU between the City of SLO and Cal Poly for Regional Bikeshare Program Page 1 of 6 MEMORANDUM OF UNDERSTANDING BETWEEN THE LOCAL JURISDICTIONS PARTICIPATING IN THE SAN LUIS OBISPO COUNTY REGIONAL BIKESHARE PROGRAM I. Background 1. Beginning in 2023, the City of San Luis Obispo, and California State University, San Luis Obispo, (collectively, the “Participating Jurisdictions” and individually “Participating Jurisdiction”) commenced the coordinated procurement of a proposals for the implementation of an electric-assist bicycle shared mobility program (“Bike Share Program”) within the defined territories of the Participating Jurisdictions. 2. The purpose of collaborating on the procurement of the Bike Share Program is to attract a broader set of vendors interested in providing services within the Participating Jurisdictions than might otherwise be interested in providing bike share services to individual Participating Jurisdictions. 3. The Participating Jurisdictions will collaboratively select a vendor (“Vendor”) to operate the Bike Share Program through a joint RFP review committee process. It is anticipated that the Participating Jurisdictions will sign a singular contract with the selected Vendor authorizing operation of the Bike Share Program in their respective territorial jurisdictions and establishing standard terms and conditions of agreement. Subsequently, the Participating Jurisdictions will work with Vendor to align on shared terms for a Service Level Agreement that define operational agreements for the Bike Share Program. However, separate, negotiated Service Level Agreements will be signed between the Vendor and each Participating Jurisdiction. 4. The Participating Jurisdictions, and each of them, recognize and agree that it is desirable and mutually beneficial to continue their communication and cooperation beyond selection of the Vendor, and extend such cooperation to the management and implementation of the Bike Share Program within the boundaries of their respective jurisdictions, particularly since their individual approaches to managing the portion of the Bike Share Program in their individual jurisdictions may have impacts on the success of the Bike Share Program in the jurisdictions of other Participating Jurisdictions. 5. For the foregoing reasons, the Participating Jurisdictions have agreed to this Memorandum of Understanding to better facilitate between them the coordination and management of the Bike Share Program. 6. This Memorandum of Understanding is intended only as a statement of intent, and not as a binding or enforceable contract. II. Agreement 1. Identification of Staff Contacts for Management and Coordination of Bike Share Program. Each Participating Jurisdiction agrees to identify appropriate staff-level points of contact to the other Participating Jurisdictions for the purpose of efficient management and coordination of the Bike Share Program. In the event that there is a change in staffing, each Participating DocuSign Envelope ID: F967E655-ADFA-45B8-9E2D-A9856DA94263DocuSign Envelope ID: 83CDB992-1A13-4DD0-8242-13024CADE604 Page 2 of 6 Jurisdiction agrees to make reasonable efforts to promptly inform the other Participating Jurisdiction of that change. 2. Placement of New Bike Share Program Docks. The Participating Jurisdictions agree to communicate and reasonably cooperate with each other in regard to the placement and location of Bike Share Program docks within their respective jurisdictions for the purpose of ensuring adequate dock coverage and public access to the Bike Share Program. 3. Coordination Regarding Future Amendment of Bike Share Program Contract. Each of the Participating Jurisdictions anticipates executing its own contract with the selected Bikeshare Program vendor, to regularly confer and communicate with the other Participating Jurisdictions, and to the extent possible, coordinate, any amendments of their respective individual Service Level Agreements governing the Bike Share Program. Each Participating Jurisdiction agrees to provide the other Participating Jurisdictions with notice of any proposed amendments in advance and in writing at least ninety (90) days prior to the proposed effective date of the amendment to allow the Participating Jurisdictions an opportunity to review proposed amendments to provide a reasonable opportunity to mitigate any potential impacts on the other Participating Jurisdictions. 4. Coordination Regarding Vendor Fees. The Participating Jurisdictions agree to coordinate and communicate with one another regarding all rental and other fees charged by Vendor to the general public, with the goal of sustaining the viability of the Bike Share Program in all of the Participating Jurisdictions. If the Vendor proposes to charge new or different fees to users of any Participating Jurisdiction, the Participating Jurisdictions agree to meet and confer at least ninety (90) days prior to those fees being assessed; provided, however, that the Participating Jurisdictions acknowledge that any of them may, from time to time, negotiate discounted rates for discrete groups of people (included, but not limited to, students and persons of low-income) or for limited duration events (including, but not limited to, concerts, festivals, and the like), and agree that such discounted rates need not, but may, be discussed and coordinated among the Participating Jurisdictions. 5. Coordination regarding Bike Share Program Advertising, Branding and Messaging. The Participating Jurisdictions agree to communicate and coordinate messaging, branding, advertising, and promotion of the Bike Share Program to the community. 6. Notice of Termination to Other Participating Jurisdictions. Each Participating Jurisdiction agrees to provide the other Participating Jurisdictions with ninety (90) days prior notice of its intent to cease its participation in the Bike Share Program and terminate its contract with the Bike Share Program vendor. The purpose and intent of this agreement is to allow the other Participating Jurisdictions reasonable opportunity to mitigate any impacts that the cessation of a Participating Jurisdiction’s participation in the Bike Share Program may have on the operation of the Bike Share Program in the jurisdictions of the remaining Participating Jurisdictions. To that end, and notwithstanding its promise to provide ninety days’ prior notice of intent to cease participation in the Bike Share Program, each Participating Jurisdiction agrees to reasonably cooperate with the other Participating Jurisdictions to mitigate such impacts. DocuSign Envelope ID: F967E655-ADFA-45B8-9E2D-A9856DA94263DocuSign Envelope ID: 83CDB992-1A13-4DD0-8242-13024CADE604 Page 3 of 6 7. Effective Date; Termination. This Memorandum of Understanding shall be effective the later of date which it is fully executed by representatives of all Participating Jurisdictions, or the date which each Participating Jurisdiction has executed a contract with the selected Bike Share Program vendor. As this Memorandum of Understanding is intended to be only a statement of the Participating Jurisdiction’s support and is not intended to be a legally enforceable contract, each Participating Jurisdiction may withdraw at any time with no penalty to the other Participating Jurisdictions. Notice of termination to the other Participating Jurisdictions shall be provided within a reasonable time prior to the effective date of termination. 8. Addition of New Participating Jurisdictions. The Participating Jurisdictions understand and agree that it may be beneficial in the future to allow other local agencies to participate in this Memorandum of Understanding. The Participating Jurisdictions agree that any local agency located within or immediately adjacent to the boundaries of the County of San Luis Obispo will be treated as a Participating Jurisdiction within the meaning of this Memorandum of Understanding under the following circumstances: a. The new Participating Jurisdiction executes this Memorandum of Understanding; and b. The new Participating Jurisdiction transmits a copy of the same to each of the existing Participating Jurisdictions; and c. The new Participating Jurisdiction executes a general contract and Service Level Agreement with Vendor that is substantially similar to said contracts between each of the Participating Jurisdictions and Vendor. 9. Mutual Indemnification. The Participating Jurisdictions acknowledge and agree that nothing in this Agreement is intended to assign liability to any of the Participating Jurisdictions with regards to the operation of the Bike Share Program, and that the Vendor will be required to indemnify each of the Participating Jurisdictions in the general contract and/or the Service Level Agreements.” IN WITNESS WHEREOF the Participating Jurisdictions have caused this Memorandum of Understanding to be duly executed by their respective authorized officers identified below in counterparts, and a scanned, electronic, or other copy of a party’s signature is accepted as an original. DOCUSIGN ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, California State University Office of the Chancellor, on behalf of its San Luis Obispo campus (we, us, California State University San Luis Obispo, or the University) may provide to you certain written forms, notices, or disclosures. Described below are the terms and conditions for providing to you such notices and disclosures electronically through the DocuSign system. Please read the information below carefully and thoroughly, and if you can access this information electronically to your satisfaction and agree to this Electronic Record and Signature Disclosure (ERSD), please confirm your agreement by selecting the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. DocuSign Envelope ID: F967E655-ADFA-45B8-9E2D-A9856DA94263DocuSign Envelope ID: 83CDB992-1A13-4DD0-8242-13024CADE604 Page 4 of 6 Getting paper copies At any time, you may request from us a paper copy of any record provided or made available electronically to you by us. You will have the ability to download and print documents we send to you through the DocuSign system during and immediately after the signing session and, if you elect to create a DocuSign account, you may access the documents for a limited period of time (usually 30 days) after such documents are first sent to you. After such time, if you wish for us to send you paper copies of any such documents from our office to you, you will be charged a reasonable per-page fee. You may request delivery of such paper copies from us by following the procedure described below. Withdrawing your consent If you decide to receive forms, notices and disclosures from us electronically, you may at any time change your mind and tell us that thereafter you want to receive required notices and disclosures only in paper format. How you must inform us of your decision to receive future forms, notices, and disclosure in paper format and withdraw your consent to receive forms, notices, and disclosures electronically is described below. Consequences of changing your mind If you elect to receive and/or return required forms, notices, and disclosures only in paper format, it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices or disclosures or your completed forms. Further, you will no longer be able to use the DocuSign system to receive required forms, notices and consents electronically from us or to sign electronically documents from us. Forms, Notices, and Disclosures may be sent to you electronically Unless you tell us otherwise in accordance with the procedures described herein, we may provide electronically to you through the DocuSign system forms, notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to you during the course of our relationship with you. If you do not agree to receive a certain form, notice or disclosure electronically, please let us know as described below. Please also see the paragraph immediately above that describes the consequences of your electing not to receive delivery of the notices and disclosures electronically from us or return completed forms electronically to us. DocuSign Envelope ID: F967E655-ADFA-45B8-9E2D-A9856DA94263DocuSign Envelope ID: 83CDB992-1A13-4DD0-8242-13024CADE604 Page 5 of 6 How to contact us You may contact us to let us know of your changes as to how we may contact you electronically, to request paper copies of certain information from us, and to withdraw your prior consent to receive notices and disclosures electronically as follows: To advise us of your new email address for DocuSign Usage: To let us know of a change in your email address where we should send certain forms, notices, and disclosures electronically to you, you must send an email message to your primary contact with the California State University, San Luis Obispo regarding the documents at issue, and in the body of such email request you must state: your previous email address, your new email address. If you created a DocuSign account, you may update it with your new email address through your account preferences. To request paper copies of documents previously provided to you electronically through this DocuSign account from the California State University, San Luis Obispo for routine business and operational transactions: To request delivery from us of paper copies of the notices and disclosures previously provided by us to you electronically, send an email to your primary contact with the California State University, San Luis Obispo regarding the documents or transactions at issue and in the body of such request you must state your email address, full name, mailing address, and telephone number. You may be charged a reasonable per-page fee as well as any applicable postage. Note that to request any documents or copies of any documents other than documents previously provided to you through this DocuSign account for routine business and operational transactions, including requests made pursuant to the California Public Records Act (CPRA) and/or the California Information Practices Act (IPA), submit the appropriate Request for Records through the CSU San Luis Obispo Public Records Department, available at https://afd.calpoly.edu/public-records/ To withdraw your consent To inform us that you no longer wish to receive certain forms, notices, and disclosures in electronic format you may: i. Decline to sign a document from within your signing session, and on the subsequent page, select the check-box indicating you wish to withdraw your consent; OR Send an email to your primary contact with the California State University, San Luis Obispo regarding the documents or transactions at issue, and in the body of such request you must state your email, full name, mailing address, and telephone number. Note that if you withdraw your consent to receive documents from us electronically it will slow the speed at which we can complete certain steps in transactions with you and delivering services to you because we will need first to send the required forms, notices or disclosures to you in paper format, and then wait until we receive back from you your acknowledgment of your receipt of such paper notices, disclosures, and/or completed forms. Required hardware and software The minimum system requirements for using the DocuSign system may change over time. The current system requirements are found here: https://support.docusign.com/guides/signer-guide- signing system-requirements. DocuSign Envelope ID: F967E655-ADFA-45B8-9E2D-A9856DA94263DocuSign Envelope ID: 83CDB992-1A13-4DD0-8242-13024CADE604 Page 6 of 6 Acknowledging your access and consent to receive and sign documents electronically To confirm to us that you can access this information electronically, which will be similar to other electronic forms, notices, and disclosures that we will provide to you, please confirm that you have read this ERSD, and (i) that you are able to print on paper or electronically save this ERSD for your future reference and access; or (ii) that you are able to email this ERSD to an email address where you will be able to print on paper or save it for your future reference and access. Further, if you consent to receiving and returning forms, notices, and disclosures in electronic format as described herein, then select the check-box next to ‘I agree to use electronic records and signatures’ before clicking ‘CONTINUE’ within the DocuSign system. By selecting the check-box next to ‘I agree to use electronic records and signatures’, you confirm that: • You can access and read this Electronic Record and Signature Disclosure; and • You can print on paper this Electronic Record and Signature Disclosure, or save or send this Electronic Record and Disclosure to a location where you can print it, for future reference and access; and • Until or unless you notify California State University, San Luis Obispo as described above, you consent to receive through electronic means forms, notices, disclosures, authorizations, acknowledgments, and other documents that are required to be provided or made available to you by us during the course of your relationship with California State University, San Luis Obispo. CALIFORNIA STATE UNIVERSITY, SAN LUIS OBISPO CITY OF SAN LUIS OBISPO, a Municipal Corporation ________________________________ ___________________________________ Name: Ashley Sangster Name: Whitney McDonald Title: ___________________________ Title: Interim City Manager Date: ___________________________ Date: ______________________________ DocuSign Envelope ID: F967E655-ADFA-45B8-9E2D-A9856DA94263 4/18/2024 | 10:53 AM PDT Procurement Manager DocuSign Envelope ID: 83CDB992-1A13-4DD0-8242-13024CADE604 5/8/2024 | 11:27 AM PDT