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HomeMy WebLinkAboutItem 6c - Request for Proposals for Community Bikeshare Program Item 6c Department: Administration Cost Center: 1005 For Agenda of: 10/6/2026 Placement: Consent Estimated Time: N/A FROM: Greg Hermann, Deputy City Manager Prepared By: Chris Read, Sustainability Manager Jennifer Rice, Active Transportation Manager SUBJECT: COMMUNITY BIKESHARE PROGRAM – REQUEST FOR PROPOSALS RECOMMENDATION 1. Authorize the release of a joint Request for Proposals (RFP) with Cal ifornia Polytechnic State University, San Luis Obispo (Cal Poly) for a public bikeshare program. 2. Authorize the City Manager to execute t he Operator Agreement with the selected Operator. The Operator Agreement shall be in substantially the same form as set forth in Exhibit A to the RFP and to the satisfaction of the City Attorney. 3. Direct staff to return to Council with a proposed Service Level and License Agreement with the selected Operator. REPORT-IN-BRIEF Over the course of the last decade, there have been numerous Council actions and adopted plan documents that call for the City to launch a bikeshare program. A bikeshare program is a public transportation service that provides a network of shared bicycles , parked at stations throughout a city, which users can rent for short trips and return to any station within the system, typically accessed and paid for through a mobile app or website. A bikeshare program has previously been identified by City plans as a way to promote active transportation, increase connectivity between the City and Cal Poly, support new mobility options, cut climate emissions, reduce air pollution, and contribute to economic vibrancy. This report summarizes the history of bikeshare initiatives in the City, including the Request for Proposals (RFP) issued in 2024 that ultimately concluded without a selected vendor. Since that time, staff have identified several changes to the 2024 RFP that would create a more competitive bidding environment while supporting the same program performance characteristics. Proposed changes include increased flexibility for vendors to propose system characteristics that ensure financial viability; creating “on ramps” for program expansion to other communities; and allowing for vendors to propose “virtual docks” (as described below in the “Proposed Updates to RFP Requirements” section) as an acceptable docking solution. The City also identified several areas for overall Page 25 of 274 Item 6c improvement in the previous RFP and have added an increased focus on safety and additional protections for vendor non-performance. Should Council approve the release of the RFP and authorize staff to select a vendor, staff would return to Council in early 2027 to seek approval of a Service Level and License Agreement with the chosen vendor (the RFP process is described in detail in the “Bikeshare RFP Process” section, below). The Service Level and License Agreement would set the specific operating conditions (e.g., dock locations, number of bikes in service, session costs, etc.) and standards that the vendor would commit to (e.g., percentage of bikes in service and available at a given time, frequency of bike and station inspections, preventative maintenance plans, safety plans, complaint resolution timeliness, and the cadence and form of regular reporting on high-level key performance indicators). It would also identify the terms and conditions for granting the vendor a license to install bike stations on City-owned property and public right-of-way, as well as approval of initial stations, consistent with siting requirements described in the “Bikeshare RFP Rating Criteria”, below. Cal Poly would have a separate Service Level and License Agreement with the Operator. POLICY CONTEXT Staff’s recommendation is in direct support of the City’s General Plan Circulation Element Objective 1.7.1.1, which identifies a target mode split of 20% of trips by bicycle, and Circulation Element Program 4.2.1, which states that “The City shall evaluate a bikeshare program in coordination with Cal Poly and other educational institutions.” Pursuing bikeshare is also a recommended action featured in numerous planning documents, including the City's first Climate Action Plan (2012, pg. 30), Downtown Concept Plan (2017, pg. 82), Climate Action Plan Update (2020, pg. 48), Active Transportation Plan (2021, pg. 28), 2023-25 Climate Action Work Plan (2022, pg. 34), Access and Parking Management Plan (2023, pg. 39), Economic Development Strategic Plan (2023, pg. 19), and Transit Innovation Study (2024, pg. 34). In addition, assessing and/or launching a bikeshare system has been a Major City Goal work program task across three Financial Plans since 2019 and staff’s recommendation in this agenda report is a continuation of Major City Goal Task 4.3.i from the 2023-25 Financial Plan (pg. 60). DISCUSSION Background Over the course of the last decade, there have been numerous Council actions and adopted plan documents that call for the City to launch a bikeshare program to promote active transportation, increase connectivity between the City and Cal Poly, support equitable mobility, decrease transportation costs, cut climate emissions, reduce air pollution, and support economic vibrancy.1 1 The 2024 Bikeshare RFP Council Agenda Report includes citations to research that illustrates potential benefits of bikeshare programs to commuters while supporting goals related to community vibrancy and economic development, equity, and transportation mode shift. For more information, see packet page 125 at https://opengov.slocity.org/WebLink/DocView.aspx?id=192012&dbid=0&repo=CityClerk&cr=1. Page 26 of 274 Item 6c In 2023, staff led an assessment into the feasibility of launching a bikeshare program, following direction from Major City Goal task 4.3.i in the 2023-25 Financial Plan to "reassess the viability of launching a citywide bikeshare system." This marked the second time the City had considered bikeshare; the first attempt ended in a decision to pause efforts in 2020 in deference to the City’s response to the COVID-19 pandemic. Staff determined a bikeshare program to be feasible in 2023 for several reasons: advancements in the bikeshare industry, the City's progress implementing priority active transportation infrastructure (especially along corridors where bikeshare docks are expected to be located), a strong partnership and shared vision with Cal Poly, comparative research with neighboring peer cities, and the availability of staff resources in the Office of Sustainability and Natural Resources to support the launch of a bikeshare program. Based on this assessment, Council approved the release of a Request for Proposals (RFP) in 2024 for a no-cost bikeshare program (in exchange for the City and Cal Poly licensing public space to a private vendor). The RFP was released in May 2024, but unexpected changes in prospective vendors' operational and business models meant the process did not result in a successful vendor selection. Since then, staff have conducted informational interviews with ve ndors to better understand typical operating models and identify ways to refine the RFP scope for a more competitive process. Staff also researched successful bikeshare programs elsewhere and believe that re-issuing a modified RFP would likely lead to a successful bid. Proposed Updates to RFP Requirements Based on this research, staff suggest several changes to the 2024 RFP to ensure an effective bid environment. These changes are summarized below; the relevant section in the RFP (Attachment A) is cross-referenced in parentheses: 1. Introduce more flexibility to achieve the City’s objectives. Replace prescriptive system requirements (e.g., the system shall have a specific number of bikes available when the program begins operations) with a focus on operational characteristics (e.g., the bidder should propose and justify a system size that achieves the City’s mobility and safety objectives) to allow the vendor to propose creative ways to run a viable business that achieves the City’s goals related to system performance, character, and safety (RFP Section B). 2. Include "virtual docks" as an acceptable docking solution . A virtual dock is a designated parking area, typically marked with paint and signage, that the bikeshare app recognizes as a valid place to end a ride. Advances in GPS technology now allow operators to confirm a bike's location with a high degree of precision, which makes this possible. Virtual docks can keep a program orderly without the cost and disruption of physical stations, such as trenching for electrical service or anchoring equipment into sidewalks (RFP Section B.1). In most virtual dock systems, a rider cannot end a trip until the bike is Page 27 of 274 Item 6c inside a designated area, so the rental stays active if the bike is left elsewhere. Virtual docks may raise concerns about bikes being left in unsafe locations. The RFP addresses this in several ways. First, all docking areas, physical or virtual, must be approved by the City or Cal Poly and must minimize bike litter and address ADA accessibility (RFP Section B.5). Second, the Operator must promptly remove any bike left on a sidewalk or elsewhere in the public ri ght- of-way, without relying on City or Cal Poly staff to resolve the issue (RFP Section B.20). Third, bidders must describe their virtual docking area design, parking-verification technology, and process for handling improperly docked bikes, and proposals will be scored in part on how well they address nuisance parking (RFP Section H). Finally, the Service Level and License Agreements will set specific response timelines, escalation procedures, and enforcement mechanisms for improperly parked bikes (RFP Section C). The City and Cal Poly can hold the selected Operator to these commitments through those agreements. 3. Make program expansion easier. Request that bidders include provisions for allowing regional agencies to access the same terms and conditions of t he bikeshare system via a cooperative purchasing agreement or similar “piggyback” style contract language. (RFP Section B.3) 4. Directly address safety. Safety emerged as a key concern throughout 2026 bikeshare outreach events. The RFP addresses safety both for bikeshare riders and for others who share the public right -of-way, particularly pedestrians. Bidders must describe how they will operate their program in alignment with the City's Vision Zero goal (RFP Section B.4). This builds on safety requirements c arried over from the 2024 RFP, including limiting all bikes to Class 1 e-bike speeds and equipping them with lights that turn on automatically whenever the bike is in use (RFP Section B.1). Bidders must also propose a broader public safety approach, which may include rider education, minimum age requirements, helmet programs, and speed controls in sensitive areas (RFP Section B.20). To protect pedestrians, docking areas must address ADA accessibility (RFP Section B.5). The Operator must also promptly remove any bike left on a sidewalk or elsewhere in the public right-of-way, so that the path of travel is maintained and pedestrians are not forced to walk around bikes or into the roadway (RFP Section B.20). Proposals will be scored in part on how well th ey address public safety and nuisance parking (RFP Section H). The Service Level and License Agreement will set response timelines and enforcement mechanisms for improperly parked bikes (RFP Section C). Rider safety and e -bike regulations are discussed further in the E-Bike Safety and Vision Zero section of this report. 5. Add additional protections for non-performance. Add more explicit escalation Page 28 of 274 Item 6c procedures, response timelines, and enforcement mechanisms related to improperly parked bicycles, customer complaints, and vendor non - performance. (RFP Section C) The City and Campus Foundations for a Bikeshare Program The 2024 Council Agenda Report included an overview of the conditions in 2024 that supported program success, including an evolution of the bikeshare market, observed success in peer cities, improved bikeshare equipment, improved active transportation infrastructure, increased staff capacity, and partnership with Cal Poly. Since that report, these assumptions have generally held to be true with new conditions highlighted below: 1. Improving Bike Infrastructure: A bikeshare system would complement the City and Cal Poly’s investment in pedestrian and bicycle facilities, and further support bicycling as a convenient and effective mode of low-carbon transportation. If this RFP results in a successful procurement, the City would aim to launch the program in Spring of 2027. The program would benefit from the significant progress in advancing bikeway infrastructure between the downtown and Cal Poly area where bikeshare infrastructure is expected to be concentrated. Some of these active transportation infrastructure improvements include: a. Railroad Safety Trail and Bridge (Pepper to Phillips): Completed b. Protected Bike Lanes Downtown on Higuera and Marsh: Completed c. Cerro Romauldo Neighborhood Greenway: Completed d. North Chorro Neighborhood Greenway: Completed e. Toro and Mill Street Neighborhood Greenways: Comp leted f. Bike lane on Highland (near Cuesta to Santa Rosa): Completed g. Resealing of Railroad Safety Trail along California Blvd (Taft to Foothill): Completed h. Grand Ave Roadway Sealing bikeway improvements: pilot installed 2024, permanent improvements expected in 2027 i. Intersection improvements at Foothill and California: Construction start expected 2028 j. Foothill Complete Streets Project: Community outreach underway and construction planned as early as Summer 2028 2. Staff Capacity in Office of Sustainability and Natural Resources to Support Bikeshare: As noted in the 2024 Council Agenda Report, the Active Transportation Committee (ATC) and City Council previously provided strategic direction for Public Works staff to focus on delivering priority Active Transportation Plan (ATP) capital improvement projects. In response, the Office of Sustainability and Natural Resources (“SNR”) has taken the lead on bikeshare and has continued to lead on bikeshare through present. Should the 2026 RFP yield a successful bid, SNR wil l continue to lead as project manager until operations begin, at which time burdens on staff time reduce significantly. Anticipated inputs from Public Works staff during pre-launch include supporting Page 29 of 274 Item 6c committee and City Council presentation/s, participating in the vendor selection process, and providing input on bikeshare stakeholder engagement, bike specifications, docking locations and signage/communications materials. After the program launch, Public Works staff would serve as the lead City liaison to t he bikeshare program operator, with SNR staff assisting Public Works through regular updates and interventions where changes may be needed . As the operator will be contractually obligated to operate a self -sufficient program with limited inputs or support from City staff, including directly managing all user requests and equipment issues, this impact is estimated to be minimal. Staff from peer cities with similarly structured bikeshare programs found that once their programs were operational, post-launch, City staff time spent on the program reduced to one hour a week or less. Partnership with Cal Poly: Cal Poly representatives support including the university in a prospective bikeshare system. A bikeshare program fulfills Cal Poly’s Campus Master Plan and Climate Action Plan recommendations to support a bicycle program. Implementing an accessible bikeshare is consistent with Cal Poly’s investment in pedestrian and bicycle facilities and further encourages bicycling as a convenient and effective mode of transportation in and around the campus environment. Cal Poly was an active partner to the City during the development of the 2024 RFP and signed on to an MOU (Attachment B), which articulates each organization’s roles and responsibilities in procurement and ongoing coordination of the program and remains applicable to this procurement effort. Bikeshare RFP Process Staff's recommendation is for Council to authorize the release of a joint RFP with Cal Poly for a public bikeshare program and, should the RFP process be successful, to authorize the City Manager to execute the Operator Agreement, which is a three-way agreement between the City, Cal Poly, and the preferred vendor (Operator). The Operator Agreement establishes the general terms of the relationship among the three parties. If Council approves moving forward with the RFP, City and Cal Poly staff would work collaboratively to review proposals, conduct interviews, and identify a preferred vendor. If a vendor is selected and the Operator Agreement is executed, the next step would be to coordinate with the Operator on Service Level and License Agreements, which will provide explicit detail about how the program will be implemented, including the process for station selection and placement, identification of proposed stations for City and Cal Poly approval, characteristics of bicycles, deployment of bicycles, safety measures, local workforce, pricing, and other considerations that may arise. The City and Cal Poly would each have their own Service Level and License Agreement with the Operator. The development of those agreements would be supported by additional outreach, and the agreement between the City and the Operator would require Council approval. Should the City and/or Cal Poly be unable to reach an agreed-upon Service Level and License Agreement with the Operator, the Operator Agreement would terminate with respect to that party, and that party could withdraw from the project. Staff anticipates Page 30 of 274 Item 6c returning to Council in early 2027 for review and approval of the City's Service Level and License Agreement. Figure 1 illustrates the RFP process. Figure 1. Bikeshare RFP Process Bikeshare RFP Rating Criteria The matrix below summarizes key specifications in the draft Request for Proposals (RFP). The full set of criteria is located at Section B of the attached draft RFP (Attachment A): Criteria Preferred Specifications (as defined in RFP) System Type The City of San Luis Obispo and Cal Poly (referred to as the “Agencies”) request a physical and/or virtual dock-based, electric pedal-assist Bikeshare System using Class 1 speed e- bikes with front and rear lights that run automatically and continuously while in use. Equipment must be durable. Operators may propose alternative system models, including pedal bike systems, that meet these objectives. System Scale & Expansion The System must offer enough bikes and stations to be a reliable, on-demand option for residents, employees, students, and visitors. The Operator should be prepared to plan and fund future growth, including cooperative agreements extending service to regional agencies and a process for private parties to request station installation at their sites. 1. RFP Release (October 7, 2026) The RFP is released pending Council approval 2. Vendor Selection (October -December 2026) City and Cal Poly select a preferred vendor, enter into the Operator Agreement, and begin work on the Service Level and License Agreements 3. SLLA to Council (February-April 2027) If City staff and the Operator agree to Service Level and License Agreement terms and conditions, the SLLA goes to Council for approval 4. Launch (May-June 2027) If Council approves, the team deploys and operates the program Page 31 of 274 Item 6c Criteria Preferred Specifications (as defined in RFP) Stations & Site Infrastructure The Operator shall propose station locations in coordination with the Agencies, minimizing bike litter and ensuring compliance with ADA requirements. Infrastructure must be easily relocatable and be quick to install or remove. Sites must be fully restored when stations are removed, with no damage or attachment points left behind; stations on sidewalks or other pedestrian areas require full restoration by the Operator. All sites shall be approved by the local Agency (either the City or Cal Poly, depending on location) and special attention will be given to avoid conflicts (e.g., allowing downtown business owners to request or decline station locations in front of their stores, not siting stations in existing on-street parking in the downtown core, etc.). Equity Considerations Proposals should describe strategies to make the Bikeshare System accessible to disadvantaged communities and those who have historically faced barriers to active transportation, including reduced pricing for low-income community members. Proposals should also describe bicycle type options for riders with mobility challenges. Maintenance and Repair Maintenance and repair responsibilities cover all hardware and software components. The Operator must implement a regular inspection, maintenance, repair, and replacement schedule that keeps the System in continuous compliance with the Service Level and License Agreement, including timely cleaning, graffiti removal, and debris removal. Sustainability, battery safety, and battery recycling plans are important to the Agencies, and use of local labor and businesses is encouraged. Public Safety The Operator must promote safe, lawful operation of the shared bicycles, keep them in safe working condition, and align System operation with the City’s Vision Zero Safe Stree ts Action Plan for zero transportation-related fatalities. The Operator must promptly remove bicycles obstructing sidewalks or the public right-of-way and provide the Agencies a means to move locked bikes during emergencies. Proposals should address outreach, minimum age requirements, helmet-use programs, and/or speed governance in sensitive areas, as well as approaches to minimize theft and vandalism and identify responsibility, handling, and any law enforcement involvement for such incidents. Business Operations & Finance All costs, including installation, maintenance, capital, operating, marketing, and staffing, are the Operator’s sole responsibility, with no financial obligation to the Agencies; the Operator retains all revenue and must demonstrate financial sustainability. Proposals should describe the organizational structure, staffing, and office/warehouse presence needed to run the System. The Operator must submit quarterly management reports tracking Page 32 of 274 Item 6c Criteria Preferred Specifications (as defined in RFP) agreed-upon key performance indicators and business/financial metrics, an annual public report, and maintain business, accounting, and customer service records available to the Agencies for inspection. Transit Integration Bonus points are available for proposals that describe the bikeshare system’s geographic and/or operational integration with public transit. E-Bike Safety and Vision Zero as it relates to a Bikeshare Program The growing popularity of e-bikes and other electric mobility devices, including electric scooters, electric motorcycles and mopeds, and other motorized personal transportation devices, has expanded access to sustainable transportation while also creating new safety and enforcement challenges. Like many communities, San Luis Obispo has experienced increased reports of unsafe or reckless riding, excessive speeds, conflicts with pedestrians, and other safety concerns. It is important to distinguish between the e-bikes that would be included in the City’s bikeshare program (that are legal for use on bicycle facilities) and other devices that may resemble bicycles or scooters but are classified and regulated differently under the California Vehicle Code because of their motor power and speed capabilities. A bikeshare program provides the City with an opportunity to expand access to e -bikes in a manner that is consistent with applicable laws, regulations, and City policies. The bikeshare model also creates an opportunity to provide users with clear information about safe and responsible riding practices. Because users must register to access a bikeshare system, the Operator can use registration as an important point of contact for education, safety information, and disclosure of applicable rules and requirements. This creates an opportunity to reinforce responsible riding behavior before and during use of the system. The “Bikeshare RFP Rating Criteria” section above provides safety characteristics that would lead to safe program operations. The RFP also requires the selected operator to provide a comprehensive approach to public safety. Potential strategies include user education and outreach, minimum age requirements, programs that promote or facilitate helmet use, and speed-management technology or controls in areas where lower speeds are appropriate. The RFP also allows bidders to provide “functional equivalent” proposals should they be able to provide sufficient justification for an alternative approach. The City continues to prioritize education and enforcement related to e -bike and motorized device safety, consistent with recommendations in the Vision Zero Safe Streets Action Plan. The City's Roll and Stroll Resource Hub provides educational materials on e-bike safety, and staff will continue to expand outreach through City-led communications and partnerships with organizations such as Bike SLO County, the SLO Bicycle Club, SLO Rideshare, San Luis Obispo County Public Health, and the San Luis Coastal Unified School District. Page 33 of 274 Item 6c Previous Council or Advisory Body Action Since 2012, Council has adopted numerous plans that direct staff to evaluate the feasibility of a bikeshare program. The full list of the Council actions to adopt these plans and the associated links to the adopting agenda reports are included in the July 16, 2026 Active Transportation Committee Agenda Report.2 For brevity, this section only includes previous actions that considered bikeshare program operation outside of a strategic plan or financial plan adoption. City Council 1. On October 1, 2019, City Council held a study session on the topic of shared bike systems. Council provided direction to staff to continue with development of a citywide docked electric pedal-assist bikeshare program. 2. On December 8, 2020, City Council directed staff to pause the bikeshare effort and instead monitor the industry for any favorable change, a decision guided by the ATC recommendation on November 19, 2020. Additional decision -making factors were that the marketplace for bikeshare declined considerably in 2020-21 due to the COVID-19 pandemic, and that results from a San Luis Obispo Rapid Bikeshare Assessment produced by Alta Planning + Design indicated that it would be difficult to launch a bikeshare program without significant City investment and staff resources. 3. On May 7, 2024, Council voted unanimously to release the bikeshare RFP as described in this report. At the conclusion of the RFP process, staff communicated to Council via email of the decision to not select a vendor and committed to monitoring the bikeshare market in case conditions changed that could lead to a favorable outcome. Advisory Bodies: 1. On November 19, 2020, the Active Transportation Committee (ATC) heard an agenda item on Bike Share Services. The recommendation from the ATC was to “not pursue shared micro mobility at this time but to continue monitoring it in cities similar to San Luis Obispo including partnering with Cal Poly (if there is interest) to survey interest and demand in San Luis Obispo.” The ATC also recommended removing bikeshare from the Major City Goals for FY 2021-23 and stated their preference for the City to focus staffing and financial resources on implementing the highest-priority bicycle and pedestrian infrastructure projects before committing significant resources to bikeshare. 2. On November 3, 2022, the Active Transportation Committee received a presentation from staff on the 2023-2027 Climate Action Plan Work Program. The ATC’s feedback was generally supportive of the CAP Work Program but noted that 2 https://pub-slocity.escribemeetings.com/filestream.ashx?DocumentId=25596 Page 34 of 274 Item 6c the primary focus of Public Works Mobility Services staff should be to prioritize implementation of Tier 1 Active Transportation Network projects before consideration of advancing bikeshare. 3. On April 10, 2024, the Promotional Coordinating Committee (PCC) received a presentation on the issuance of a joint RFP with Cal Poly for a public bikeshare program. The PCC unanimously voted to recommend to City Council to authorize the release of an RFP for a bikeshare system. 4. On April 11, 2024, the Active Transportation Committee received a presentation on the issuance of a joint RFP with Cal Poly for a public bikeshare program. The ATC unanimously voted to recommend to City Council to authorize the release of an RFP for a bikeshare system. The ATC also provided feedback that was incorporated into the 2024 RFP including requirements for Class 1 e-bikes, for front and back lights to run automatically and continuously during bike operation, and to include wayfinding signage as an evaluative criterion in the additional points section. 5. On July 8, 2026, the Mass Transportation Committee (MTC) received a presentation on the issuance of an updated RFP for a public bikeshare program. The MTC unanimously voted to recommend to City Council to authorize the release of an RFP for a bikeshare system. 6. On July 16, 2026, the Active Transportation Committee (ATC) received a presentation on the issuance of an updated RFP for a public bikeshare program. The ATC unanimously voted to recommend to City Council to authorize the release of an RFP for a bikeshare system. 7. On September 9, 2026, the Promotional Coordinating Committee (PCC) received a presentation on the issuance of an updated RFP for a public bikeshare program and unanimously voted to recommend to City Council to authorize the release of an RFP for a bikeshare system. Public Engagement Bikeshare has been repeatedly affirmed as a City work effort and has been routinely prioritized by community members during outreach events, including at the 2022 Connected Community Stakeholder Forum, the 2022 CAP Community Climate Party, and the wide range of outreach that was conducted ahead of the 2024 RFP Release.3 Because both the stakeholder landscape and several program details have changed since the 2024 outreach effort, staff conducted a new round of engagement in 2026. This included the 2026 Climate Action Plan Stakeholder Roundtables, a meeting with Downtown SLO staff, a presentation to the SLO Chamber of Commerce's Legislative 3 For a full account of the outreach conducted ahead of releasing the 2024 RFP, see: https://opengov.slocity.org/WebLink/DocView.aspx?id=192012&dbid=0&repo=CityClerk Page 35 of 274 Item 6c Action Committee, two open-house events focused on downtown businesses, and a project landing page with information about the potential program. Staff also presented to the Mass Transportation Committee, the Active Transportation Committee, and the Promotional Coordinating Committee. All three advisory bodies unanimously recommended that Council release the bikeshare RFP, and each provided a wide range of feedback with recurring questions about program safety and improperly parked bicycles, including bikes left in inappropriate locations or blocking the public right -of-way. Pending a successful procurement process, staff would work with the selected operator to conduct additional community outreach to inform the community and key stakeholders of the program and seek feedback on the selection of bikeshare docking locations and other program components, as well as lead a communitywide promotion and education campaign. CONCURRENCE Public Works and the Office of Sustainability and Natural Resources have collaborated closely on the development of a bikeshare program and concur with the contents of th is report and the associated RFP. Cal Poly staff have reviewed and approved the RFP and concur with staff's recommendation. ENVIRONMENTAL REVIEW The California Environmental Quality Act (CEQA) does not apply to releasing the RFP as these actions do not constitute a "project" under CEQA guidelines sec. 15378. Launching a bikeshare system, including the installation of docking stations and signs, qualifies for an exemption under CEQA guidelines section 15301 (Existing Facilities). Section 15301 exempts projects for the operation, repair, maintenance, permitting, or minor alteration of existing public or private structures, facilities, mechanical equipment, or topographical features involving negligible or no expansion of existing or former use. Section 15301 (c) specifically identifies existing highways and streets, sidewalks, gutters, bicycle and pedestrian trails, and similar facilities (this includes road grading for the purpose of public safety), and other alterations such as the addition of bicycle facilities, including but not limited to bicycle parking, bicycle-share facilities and bicycle lanes, transit improvements such as bus lanes, pedestrian crossings, street trees, and other similar alterations that do not create additional automobile lanes as examples of appropriate improvements that can qualify for this exemption. Additionally, the project would be exempt under CEQA Section 15304 (Minor Alterations to Land) which exempts minor trenching where surface is restored; 15305 (Minor Alterations in Land Use Limitations) which exempts issuance of minor encroachment permits; and 15311 (Accessory Structures) which exempts on -premise signs. Page 36 of 274 Item 6c FISCAL IMPACT Budgeted: N/A Budget Year: 2026-27 Funding Identified: N/A Fiscal Analysis: Funding Sources Total Budget Available Current Funding Request Remaining Balance Annual Ongoing Cost General Fund N/A State Federal Fees Other: Total N/A Staff proposes issuing an RFP for a system operator that will run a bikeshare program in the City of San Luis Obispo and on Cal Poly campus at no direct cost to either organization. Pending Council approval, the Office of Sustainability and Natural Resources (SNR) would provide the staffing resources required from the City to launch the program including managing procurement and contracting, supporting community outreach, and coordinating input from City departments and community stakeholders. The Public Works Active Transportation Manager would serve as the staff contact and liaison to the chosen operator once the bikeshare program is operational, with assistance from SNR staff. From procurement through operations, a bikeshare program would be delivered and ope rated with existing budgeted resources and staffing. ALTERNATIVES 1. Approve staff's direction with changes to the RFP. If Council directs edits to the RFP, staff requests that they be detailed and specific. Any changes to the RFP would need to be evaluated and approved by Cal Poly. If Council elects this alternative, staff requests that Council specify a scope of acceptable final terms to dictate these additional negotiations with Cal Poly. 2. Direct staff to delay release of the RFP. If Council provides this direction staff requests that they provide feedback on what circumstances would need to change prior to being ready to implement a bikeshare program. 3. Direct staff to not release the RFP and cease evaluation of a bikeshare program. This alternative would be inconsistent with adopted plans and policies. ATTACHMENTS A - Draft 2026 Bikeshare Request for Proposals B - Bikeshare MOU with Cal Poly (2024) Page 37 of 274 Page 38 of 274 The City of San Luis Obispo is committed to including disabled persons in all of our services, programs and activities. Telecommunications Device for the Deaf (805) 781-7410. Notice Requesting Proposals / Qualifications for a City of San Luis Obispo and Cal Poly Bikeshare System The City of San Luis Obispo and Cal Poly San Luis Obispo are requesting sealed proposals for a Bikeshare System. All firms interested in receiving further correspondence regarding this Request for Proposals (RFP) will be required to complete a free registration using BidSync (https://www.bidsync.com/bidsync-app- web/vendor/register/Login.xhtml). All proposals must be received via BidSync by the Department of Finance at or before October 28, 2026, when they will be opened electronically via BidSync on the proposal end date and time. The preferred method for bid submission is electronic via BidSync. However, if you wish to submit a paper copy, please submit it in a sealed envelope to the Department of Finance, City of San Luis Obispo, 990 Palm Street, San Luis Obispo, CA, 93401. An optional pre-proposal conference will be held on October 14, 2026 at 2:00 PM Pacific Time, to answer any questions that the prospective proposers may have regarding the City's request for proposals. The pre-proposal can be accessed at: https://teams.microsoft.com/meet/264539927392591?p=ZKIQ32oa3wNbCKljkv Meeting ID: 264 539 927 392 591 Passcode: Hq7rC6vZ Prospective bidders may also email clarifying questions to cread@slocity.org through 5:00 PM Pacific Time on October 15, 2026. The written questions and pre-proposal questions, along with City answers will be posted on October 16, 2026, as an RFP supplement. No further clarifying questions will be accepted after October 15, 2026. Project packages and additional information may be obtained at the City’s BidSync website at www.BidSync.com. Please contact Chris Read (cread@slocity.org) with any questions. For technical help with BidSync please contact BidSync tech support at 800-990-9339. Page 39 of 274 TABLE OF CONTENTS A. INTRODUCTION......................................................................................................................................... 1 B. SCOPE OF WORK ....................................................................................................................................... 1 C. SERVICE LEVEL AND LICENSE AGREEMENTS ............................................................................................. 5 D. PROJECT SCHEDULE .................................................................................................................................. 5 E. PROJECT BUDGET ...................................................................................................................................... 6 F. GENERAL TERMS AND CONDITIONS ......................................................................................................... 6 G. SPECIAL TERMS AND CONDITIONS ........................................................................................................... 7 H. PROPOSAL CONTENT ................................................................................................................................ 8 I. PROPOSAL SUBMITTAL FORM ................................................................................................................. 13 EXHIBIT A: FORM OF OPERATOR AGREEMENT ........................................................................................... 17 EXHIBIT B-1: CITY’S INSURANCE REQUIREMENTS ....................................................................................... 26 EXHIBIT B-2: CSU INSURANCE REQUIREMENTS .......................................................................................... 28 Page 40 of 274 -1- A. INTRODUCTION The City of San Luis Obispo (“City”) and California Polytechnic State University San Luis Obispo (“Cal Poly”) are inviting applications from full-service, qualified applicants (“Operators”) to provide a Shared Bicycle (“Bikeshare”) System for the City and Cal Poly. The specifications detailed herein are intended to obtain applications outlining a plan by qualified applicants to develop, implement, and manage a Bikeshare System for a specified initial period, with an option to extend beyond this period with mutual consent. The City and Cal Poly (collectively the “Agencies”) intend to select a single Operator through this competitive Request for Proposals (RFP) process. San Luis Obispo naturally lends itself to bicycle transportation, given its temperate climate, picturesque setting, and compact urban form, which all contribute to the bikeability of the area, with over sixteen percent of people in the City commuting to work via bicycle (City Transportation Survey, 2019). To further increase access to bicycling as a viable mode of transportation, the Agencies seek to implement a Bikeshare System to enhance multimodal mobility for its residents, students, employees, and visitors. A Bikeshare System would achieve City and Cal Poly policies. The Circulation Element of the City’s General Plan, Active Transportation Plan, and Climate Action Plan recommend the exploration of a shared bicycle program to increase mobility options, decrease transportation costs, and reduce air pollution and greenhouse gas emissions. Similar recommendations and desired outcomes exist in Cal Poly’s Campus Master Plan and Climate Action Plan. Implementing an accessible Bikeshare System also complements the City and Cal Poly’s investment in pedestrian and bicycle facilities, and further supports bicycling as a convenient and effective mode of low-carbon transportation. B. SCOPE OF WORK The Agencies seek the delivery of a dependable and accessible Bikeshare System that is compatible with the unique character of San Luis Obispo. The selected Operator will be responsible for all aspects of an integrated Bikeshare System. The selected Operator will receive general direction from the Agencies but will be expected to perform all technical tasks and other analyses necessary to complete the proposed scope of work. The Operator will ensure that the Bikeshare System will best serve San Luis Obispo and Cal Poly by collaborating closely with agency staff and community stakeholders. The selected Operator should be prepared to enter into “Service Level and License Agreements” with the Agencies, which are contracts mentioned throughout Section B and further described in Section C of this RFP. Proposals shall provide a scope of work for development and operation of a System that meets the general specifications outlined below. If, in a proposer’s experience or expertise, a required component is deemed infeasible, has the potential for unintended consequences, or is otherwise not recommended, the bidder may propose a functionally equivalent alternative. System specifications are as follows: 1. System Type. The Agencies’ vision is for a dock-based (virtual and/or physical) electric pedal-assist Bikeshare System. The System shall operate year-round and be available 24 hours a day, seven days a week. All materials and equipment shall have a long expected useful life and high durability. The Agencies request that all bikeshare bicycles do not exceed Class 1 e-bike speed thresholds and include front and back lights that automatically light and continuously operate while the bike is in use. Proposals may suggest other system models, including systems with pedal bicycles, if they achieve the overall objective of this project. Page 41 of 274 -2- 2. System Scale. The system should have enough bikes and stations to be a reliable, on-demand mobility option for residents, employees, students, and visitors. The system scale must support a zero-cost to the Agencies operational model, wherein the Agencies are flexible on the number of bikes and docks necessary for the system to operate successfully. Subsequent additions to the System may be phased at different intervals over time. The selected Operator should be capable of, responsible for, and highly motivated to plan and implement expansion of the System in the future as interest and funding permits. 3. System Expansion. The Operator is encouraged to create access to regional agencies to the same terms and conditions of the Bikeshare System via a cooperative purchasing agreement or similar “piggyback” style contract language. The Operator is also encouraged to propose a straightforward process wherein private parties can request, and if necessary, pay a pre- negotiated fee for a Bikeshare System docking station to be installed at their site/s. 4. System Safety. The Operator shall describe how the system can be operated in alignment with the City’s Vision Zero Plan for zero transportation related fatalities. 5. Stations. The Operator shall propose a plan for identifying, deploying, and maintaining bike station areas, and shall coordinate final locations with Agencies. The stations should minimize the impact of “bike litter” and address ADA accessibility concerns. Station infrastructure should be easily moveable and require minimal time to install and/or remove. The selected Operator will ensure that all sites are fully restored to the satisfaction of the Agencies whenever stations are installed and/or removed. No damage or attachment points should be left behind. Stations located on sidewalks or other pedestrian areas require full restoration. All proposed locations shall require explicit approval by the relevant Agency. 6. Customer Service. The Operator will be responsible for creating and managing responsive and friendly customer service standards and procedures. All physical System structures shall contain a conspicuously posted telephone number, directing to the Operator’s customer service operations to which the public may direct complaints and comments, and instructions for filing a complaint. This customer service system must be available to those that have and have not registered for the Bikeshare System. The Operator shall provide a timely response to any such complaints. The Operator shall provide a shared database in which the Agencies can communicate complaints from the public, the City, and Cal Poly, in which the Operator can report the resolution of such complaints. Operator shall collect customer email addresses during registration, and send at minimum one electronic survey, designed by the Agencies, per year to bikeshare users. Across all customer service procedures, the Operator shall take the lead in resolving the issue and minimize involvement from the Agencies. 7. Equity Considerations. Proposals shall describe proposed strategies to make the Bikeshare System accessible to all community members, ensuring that access is provided for users in disadvantaged communities and for persons that typically have experienced barriers to active transportation. Strategies that improve access for low-income communities, such as providing reduced pricing to those who qualify, are desired. If applicable, proposals shall describe options for bicycles that serve the needs of those with mobility challenges. 8. Fee Collection. Operator shall set a fare structure in collaboration with the Agencies that: a. Describes the proposed payment system and subscription types (i.e., hourly, daily, monthly, annually; low-income rates; student memberships; corporate passes, etc.). Page 42 of 274 -3- b. Documents all payment methods accepted by the System. c. Documents how late fees, out of station fees, and other penalty-based fees (e.g., for bikes improperly parked or not returned) will be assessed. 9. Costs. All costs associated with the System, including but not limited to installation, maintenance, capital, operating, marketing, and staffing, shall be the sole responsibility of the Operator. Operator must provide sufficient documentation to demonstrate the financial sustainability of the System. The Agencies will have no financial obligation associated with the System for the duration of the contract period. 10. Revenue. All revenues, including membership fees, use fees, and revenue from other sources, shall be collected by the Operator. 11. Registration. Operator shall design, maintain, and host a Bikeshare System website or app that promotes the program and allows users to register, submit credit card data, and execute a user agreement. The digital platform shall display correctly on all major web browsers and mobile devices/formats. After registration, members should be able to immediately access a bike. The Operator’s digital platform and mobile application (if applicable) must meet the Agencies’ Information and Communication Technology (ICT) review requirements. 12. Real-Time Communication. As part of its digital platform, the Operator shall offer a public-facing real-time map location and status of each bicycle and docking area throughout the service area. Operator shall use the General Bikeshare Feed Specification (GBFS), a standardized data feed for Bikeshare System availability. Map interfaces that enable trip planning with address inputs, directions, and transit information are encouraged. 13. Branding, Marketing, Community Outreach, Public Relations, and Customer Service. Operator will oversee branding, marketing, membership sales, community outreach, and public relations. Use of name, trademarks, or logos of the Agencies shall be subject to the terms and conditions and any applicable requirements for a license from the City or Cal Poly. If possible, the Bikeshare System’s tangible assets will be branded with the Sustainable SLO mark. Sustainable SLO is a City- wide branding effort that represents the collective actions taken by the City and community to reduce climate pollution and adapt to climate change. 14. Organizational Development. Operators must already have, or design and set up a business organization that can complete all tasks in this scope of work. This will include any office and warehouse setup, staffing, administrative and office systems, risk management, legal compliance (including preparation of all waivers, legal disclaimers, etc.), accounting and reporting systems, policy manuals, user rules and regulations, payroll, Human Resources systems, and other activities and systems as needed. Operators shall describe where their team and office/warehouse space will be located and are expected to describe how these resources will be located within the County of San Luis Obispo, and ideally in the City, over time. 15. System Balancing. The Operator will maintain a balanced system with minimal likelihood that customers encounter empty or full stations. The Operator shall continuously and predictably redistribute bicycles to provide consistent availability of bikes throughout the service area. 16. Maintenance and Repair. Maintenance and repair responsibilities apply to all hardware and software components of the System. The Operator will be responsible for developing and Page 43 of 274 -4- implementing a regular inspection, maintenance, and repair and/or replacement schedule that keeps the System in continuous compliance with agreed upon Service Level and License Agreement terms, conditions, and service standards. These activities shall include inspecting, cleaning, and removing graffiti from System structures on a timely basis, as well as removal of debris in and around the System components and structures. Sustainability, battery safety, and battery recycling plans are important to the Agencies. Proposals that establish a commitment to utilize local labor and businesses for maintenance and repair support are encouraged. 17. Regular Operations Review. The Operator will routinely review periodic reports, maps, and data, as well as ridership, fee structure, and trip and route data. Operator shall develop recommendations that promote System usage, promote closer coordination with potential or existing partners, and reduce or eliminate any operating deficits. Any such recommendations will be circulated among the Agencies and any recommendations that result in stations that are added, removed, or amended, shall require Agency approval subject to the negotiated terms in the Service Level and License Agreements. 18. Reporting. At regular, periodic, and appropriate intervals, Operator shall submit reports that track Key Performance Indicators as agreed upon in the Service Level and License Agreements. In their proposal, Operators must prepare a matrix that presents and summarizes other periodic reports that the Operator will submit for external and internal audiences. These reports shall include at a minimum a quarterly management report for the Agencies that monitors Key Performance Indicators against agreed upon standards, as well as business/financial metrics. An annual report available to the public and interested stakeholders will also be required. 19. Records. Operator shall maintain additional business related, accounting and customer service- related records and make them available to the Agencies on appropriate notice for inspection and auditing. 20. Public Safety. Operator will be required to promote safe and lawful operation of the shared bicycles, as well as ensure that the bicycles are maintained in safe working condition. Operator is required to promptly remove bicycles left on sidewalks or elsewhere within the public right of way, and shall proactively avoid any City and Cal Poly staff involvement in remedying these issues. In times of emergencies, however, the Operator should be prepared to provide the Agencies with codes or other means to move locked bikes. Operator shall provide a broad approach to protecting public safety that could include helmet programs, outreach and education, minimum age requirements, and/or speed governance bike controls to reduce speeds in sensitive areas. 21. Theft and Vandalism. The Operator shall minimize opportunities for theft and vandalism. Operator shall propose a process for responding to instances of theft and/or vandalism, how these incidents are handled, and how law enforcement may be involved. 22. Secure Financial Transactions. The Operator shall provide complete secure financial transactions with data input at the web page or by cell phone. Financial data must be held securely in a manner that complies with all applicable federal, state, and local privacy and data protection laws, rules, regulations, and directives, and is only accessible to authorized personnel. The Operator must ensure that its security policy is enforced, report any breaches to the Agencies as soon as practicable, and develop a corrective plan to prevent future breaches. The method for protecting financial data, usernames, and addresses, must be Payment Card Industry (PCI) compliant. Page 44 of 274 -5- Neither the City nor Cal Poly will be bound by or responsible to comply with any General Data Protection Regulation (GDPR) requirements. 23. Open Data. The Operator shall provide open content data that will allow third party developers to provide applications to assist users in finding bicycles and stations, and comparing travel and usage information. This data shall be anonymized. The Agencies also acknowledge the creativity and experience that Operators will bring to a Bikeshare System in San Luis Obispo and encourage Operators to propose system elements above and beyond the minimum standards established in this RFP. There are additional evaluative points available for these optional elements as described in Section H. Additional elements include:  Integration with the transit system (geographically and/or operationally)  Investment in wayfinding signage and/or other methods for riders to easily locate docking stations on the go  Ways to refer consumers to local bicycle shops for long-term rentals and gear (retail sales)  Information about how the Operator mitigates the environmental impact/s of its services including greenhouse gas emissions, amount of waste generated, water and energy use, and other areas related to the Operator’s products and services. Additionally, City staff are aware of a vacancy of a small storefront at 1055 Osos Street in the heart of downtown. While not a mandatory requirement of this RFP, bidders are invited to propose uses of that space as a bikeshare hub. C. SERVICE LEVEL AND LICENSE AGREEMENTS Upon selection of an Operator, the Agencies and the Operator will execute the “Form of Operator Agreement” provided as Exhibit A, which will incorporate by reference this RFP and therefore dictate the minimum components of Service Level and License Agreements (SLLA). An SLLA will be developed in collaboration with each of the Agencies to establish the specific standards that the Operator will commit to in operationalizing the proposed scope items described above including system equipment, system size, dock locations, etc. Each SLLA will also establish the terms and conditions under which each Agency will license the public land and public right-of-way to the Operator and will also include protections to the Agencies including indemnification to the Agencies from all claims related to the Bikeshare System, as well as escalation procedures, response timelines, and enforcement mechanisms related to improperly parked bicycles, customer complaints, and vendor non-performance. As part of each SLLA, the Operator shall provide the waiver to be signed by all System users releasing the Agencies from all claims, in a form satisfactory to the Agencies. D. PROJECT SCHEDULE Operator shall propose a project schedule that includes all steps necessary to reach a launch date, as well as subsequent milestones. The schedule shall include pre-launch activities such as site planning, permitting, community outreach and engagement, education, and other applicable tasks. A detailed schedule will be finalized in cooperation between the Agencies and Operator during Service Level and License Agreement negotiations. Page 45 of 274 -6- E. PROJECT BUDGET As referenced in Section B “Scope of Work”, all costs associated with the system, including but not limited to capital, operating, marketing, and staffing, shall be the sole responsibility of the Operator. The Agencies will have no financial obligation associated with the System for the duration of the contract period. F. GENERAL TERMS AND CONDITIONS PROPOSAL REQUIREMENTS 1. Requirement to Meet All Provisions. Each individual or firm submitting a proposal (bidder) shall meet all the terms and conditions of the Request for Proposals (RFP) project package. By virtue of its proposal submittal, the bidder acknowledges agreement with and acceptance of all provisions of the RFP specifications. 2. Proposal Submittal. Each proposal must be submitted on the form(s) provided in the specifications and accompanied by any other required submittals or supplemental materials. Proposal documents shall be submitted electronically via BidSync. However, if you can’t submit electronically, please send your bid copy in a sealed envelope to the Department of Finance, City of San Luis Obispo, 990 Palm Street, San Luis Obispo, CA, 93401. To guard against premature opening, the proposal should be clearly labeled with the proposal title, project number, name of bidder, and date and time of proposal opening. No FAX submittals will be accepted. 3. Insurance Certificate. Each proposal must include a certificate of insurance showing: a. The insurance carrier and its A.M. Best rating. b. Scope of coverage and limits. c. Deductibles and self-insured retention. The purpose of this submittal is to generally assess the adequacy of the bidder’s insurance coverage during proposal evaluation; as discussed below, endorsements are not required until contract award. The City’s insurance requirements are detailed in Exhibit B-1 and Cal Poly’s insurance requirements are detailed in Exhibit B-2. 4. Proposal Withdrawal and Opening. A bidder may withdraw its proposal, without prejudice prior to the time specified for the proposal opening, by submitting a written request to the Director of Finance for its withdrawal, in which event the proposal will be returned to the bidder unopened. No proposal received after the time specified or at any place other than that stated in the “Notice Inviting Bids/Requesting Proposals” will be considered. All proposals will be opened and declared publicly. Bidders or their representatives are invited to be present at the opening of the proposals. 5. Submittal of One Proposal Only. No individual or business entity of any kind shall be allowed to make or file, or to be interested as the primary submitter in more than one proposal, except an alternative proposal when specifically requested; however, an individual or business entity that has submitted a sub-proposal to a bidder submitting a proposal, or who has quoted prices on materials to such bidder, is not thereby disqualified from submitting a sub-proposal or from quoting prices to other bidders submitting proposals. 6. Communications. All timely requests for information submitted in writing will receive a written response from the City or Cal Poly. Telephone communications with City staff are not encouraged Page 46 of 274 -7- but will be permitted. However, any such oral communication shall not be binding on the City or Cal Poly. CONTRACT AWARD AND EXECUTION 7. Proposal Retention and Award. The City and Cal Poly reserve the right to retain all proposals for a period of 60 days for examination and comparison. The City and Cal Poly also reserve the right to waive non-substantial irregularities in any proposal, to reject any or all proposals, to reject or delete one part of a proposal and accept the other, except to the extent that proposals are qualified by specific limitations. See the “special terms and conditions” in Sections G and H of these specifications for proposal evaluation and contract award criteria. 8. Competency and Responsibility of Bidder. The City and Cal Poly reserve full discretion to determine the competence and responsibility, professionally and/or financially, of bidders. Bidders will provide, in a timely manner, all information that the City or Cal Poly deems necessary to make such a decision. 9. Contract Requirement. The bidder to whom award is made (Operator) shall execute a written contract with the City and/or Cal Poly within twenty (20) calendar days after notice of the award. The contract shall be made in the form adopted by the Agencies and incorporated in these specifications. CONTRACT PERFORMANCE 10. The Agencies’ contract terms and conditions that Operator will be expected to execute and be bound by, are attached hereto as Exhibit A. G. SPECIAL TERMS AND CONDITIONS 1. Contract Award. Subject to the reservations set forth in Section F (General Terms and Conditions) of these specifications, the contract will be awarded based on the evaluative criteria set forth in this Request for Proposals. 2. Contract Term. The contract term is three years from the commissioning date of the Bikeshare System. If the Operator breaches the contract or Service Level and License Agreements, the Agencies may terminate the contract based on the mutually agreed upon terms and conditions of these agreements. Bidders may propose alternative contract terms if doing so would increase the viability of the Bikeshare System. Should a bidder propose an alternative term, they must provide justification for their proposal. 3. Contract Extension. The term of the contract may be extended by mutual consent for additional three-year terms in perpetuity. 4. Non-Exclusive Contract. The City and Cal Poly reserve the right to obtain the services described in this RFP, as well as any supplemental items, from other vendors during the contract term. 5. Unrestrictive Brand Names. Any manufacturer's names, trade names, brand names or catalog numbers used in the specifications are for the purpose of describing and establishing general Page 47 of 274 -8- quality levels. Such references are not intended to be restrictive. Proposals will be considered for any brand that meets or exceeds the quality of the specifications given for any item. In the event an alternate brand name is proposed, supplemental documentation shall be provided demonstrating that the alternate brand name meets or exceeds the requirements specified herein. The burden of proof as to the suitability of any proposed alternatives is upon the proposer, and the City and Cal Poly shall be the sole judges in making this determination. 6. Start and Completion of Work. Work on the Service Level and License Agreements shall begin immediately after Operator Agreement execution. System commissioning shall begin immediately after Service Level and License Agreement execution and be operational within 6 months, unless otherwise negotiated with Agencies by mutual agreement. 7. Submittal of References. Each proposer shall submit a statement of qualifications and references on the form provided in the RFP package. 8. Statement of Contract Disqualifications. Each proposer shall submit a statement regarding any past governmental agency bidding or contract disqualifications on the form provided in the RFP package. H. PROPOSAL CONTENT 1. Proposal Content. Please provide the information requested below. Any omission may be cause for rejection of proposal. Proposal length should only be as long as required to be responsive to the RFP. Proposals should not exceed 20 pages (not including attachments and supplemental materials) and should not include generic marketing materials. Submittal Forms. Please sign and complete the following forms: a. Proposal submittal summary form. b. Certificate of insurance. c. References from at least three firms or jurisdictions for whom Operator provided similar services. d. Statement of past contract disqualification. Project Approach. a. Provide a narrative that describes the Operator’s vision and approach to this project. Narratives should describe how the project aligns with the Scope of Work outlined in Section B, and should specifically include:  Operator’s proposed bicycle specification including a description of the weight, materials, number of gears, tire size, braking system, light system, reflective elements, bell, locking mechanism, cargo storage, accessibility, ability to tackle hills and non-flat terrain, and other relevant bike elements.  Physical docking station design, power needs, installation and removal needs, footprint, and any other relevant information.  Virtual docking area design, parking-verification technology, installation and removal needs, footprint, and any other relevant information.  Map of the conceptual program area and methodology for determining locations.  Timeline and approach to rollout, including plan for a single or phased launch. Page 48 of 274 -9-  Customer service approach including how the Operator will accommodate and/or work with the City's current services.  The process for when bikes are inappropriately docked, when a user wants to return a bike to full docking station and/or rent a bike from an empty station.  Operator’s approach to fiscal sustainability including the Operator’s organizational financial health and the approach to long term system financial health. b. Provide a scope and schedule that includes all tasks, sub-tasks, dates, and deliverables. c. Describe any assumptions critical to development to Operator’s response which may impact scope or timeline. d. If the Operator proposes a functionally equivalent alternative approach to a standard requested by the Agencies, provide justification for the proposal. Qualifications. Provide a brief background of Operator’s business(es) and general areas of expertise. Describe experience with public sector Bikeshare programs. Identify the roles that individual team members will serve over the course of the project, including the local operations team, and describe their qualifications including years of service with current firm, and resumes as appropriate. If Operator will subcontract portions of the work, list subcontractors to be used. Contracts and Terms. a. Please provide a preliminary draft of a Service Level and License Agreement that would apply to the proposed Bikeshare System in San Luis Obispo. b. The Agencies desire to begin work soon after selecting the preferred Operator and expects the Operator to execute the Agencies’ contract and all of the terms therein, as set forth in Exhibit A. To expedite the contracting process, each submittal shall include requested redlined changes to terms and conditions contained in this RFP, if necessary. Additional changes not requested with proposer’s submittal will not be considered. Please be advised that the Operator’s requested changes to the Agencies’ terms and conditions will be considered when scoring and determining the competency and responsibility of the proposer. 2. Proposal Evaluation and Selection. Proposals will be evaluated by a review committee comprised of City staff, Cal Poly personnel, and/or nonprofit partners. The committee will evaluate proposals based on the table below: Criteria Points Responsiveness 35 The proposal demonstrates that the Operator meets all requirements set forth in this RFP and supplies all necessary forms, attachments, and documentation. The narrative section addresses all specifications contained in Section B Scope of Work. Operational Experience 25 Operator demonstrates successes in planning, launching, operating, and maintaining Bikeshare Systems with municipal or other public sector partners. Operator has experience launching and marketing a new system and hitting growth targets, operating an effective customer service model, and maintaining a System in a state of good repair. This criterion will take into account the experience of the assigned project manager and other key team members, as well as references from public agency bikeshare partners. Financial and Technical Capacity 25 Page 49 of 274 -10- Criteria Points Operator demonstrates the financial capacity to self-fund the bicycle share system and proposes a business model that minimizes costs and enables steady future expansion. Operator details a data-driven approach to monitor System success and improve over time. Operator demonstrates that the Operator will fulfill the data privacy and other technology requirements specified in this RFP and demonstrates expertise in user interface (UI) and user experience (UX). Community Values 15 Proposal demonstrates an understanding of the San Luis Obispo community and culture. Operator has experience facilitating community engagement to inform Bikeshare Systems. The proposed approach addresses local concerns including diversity, equity and inclusion, public safety, nuisance parking, and aesthetics. Additional Bikeshare System Elements 10 Operator may, at its optional discretion, provide services, capacity, and strategies above and beyond the minimum standards established in this RFP. Additional points will be awarded for the Additional Bikeshare System Elements specified in Section B Scope of Work. The Committee may choose to select the three (3) highest ranked applicants to be interviewed. If so, the short-listed Operators will be notified by the City of the date, time and place for their interviews and any other pertinent information. The project manager, key staff, and a bicycle must be present at interview. Within a reasonable period of time after the last interview, the Committee shall select the successful applicant based on qualifications and performance at the interview. After evaluating the proposals and discussing them further with the finalists or the tentatively selected Operator, the City reserves the right to further negotiate the proposed work and/or method, approach, and schedule. Given the $0 nature of the RFP, contract award will not be based on price, but on a combination of factors as determined to be in the best interest of the Agencies. 3. Proposal Review and Award Schedule. The following is an outline of the anticipated schedule for proposal review and contract award: a. Issue RFP October 7, 2026 b. Pre-Proposal Conference (optional) October 14, 2026 c. Written question deadline October 15, 2026 d. Receive proposals October 28, 2026 e. Complete proposal evaluations November 3, 2026 f. Complete interviews and finalize recommendation November 17, 2026 g. Execute Operator Agreement December 4, 2026 h. Start work on the SLLA December 4, 2026 i. City Council meeting to approve SLLA (tentative) March 2027 j. Bikeshare System Launch (tentative) Spring 2027 Please note that the award schedule mentioned above is to initiate the first phase of work, which is to collaboratively develop the Service Level and License Agreements. The Agencies will seek SLLA approval from their respective decision makers. Upon approval, the Operator can begin physical work required to operate the system. 4. Pre-Proposal Conference. An optional pre-proposal conference will be held at the following location, date, and time to answer any questions that prospective bidders may have regarding this RFP: Page 50 of 274 -11- October 14, 2026; 2:00PM Pacific Time https://teams.microsoft.com/meet/264539927392591?p=ZKIQ32oa3wNbCKljkv Meeting ID: 264 539 927 392 591 Passcode: Hq7rC6vZ Prospective bidders may also email clarifying questions to cread@slocity.org through 5:00 PM Pacific Time on October 15, 2026. The written questions and pre-proposal questions, along with City answers will be posted on October 16, 2026 as an RFP supplement. No further clarifying questions will be accepted after October 15, 2026. 5. Release of Reports and Information. Any reports, information, data, or other material given to, prepared by, or assembled by the Operator as part of the work or services under these specifications shall be the property of the City and Cal Poly and shall not be made available to any individual or organization by the Operator without the prior written approval of the City or Cal Poly. 6. Copies of Reports and Information. If the City or Cal Poly requests additional copies of reports, drawings, specifications, or any other material in addition to what the Operator is required to furnish in limited quantities as part of the work or services under these specifications, the Operator shall provide such additional copies as are requested. 7. Required Deliverable Products. The Operator will be required to provide: k. One electronic submission of all final documents in .pdf file format. If you wish to file a paper copy, please submit it in sealed envelope to the address provided in the RFP. l. Corresponding computer files compatible with the following programs whenever possible unless otherwise directed by the project manager: Word Processing: MS Word Spreadsheets: MS Excel Desktop Publishing: InDesign Virtual Models: Sketch Up Digital Maps: Geodatabase shape files in State Plan Coordinate System as specified by City GIS staff m. City and Cal Poly staff will review any documents or materials provided by the Operator and, where necessary, the Operator will be required to respond to staff comments and make such changes as deemed appropriate. 8. Alternative Proposals. The proposer may submit an alternative proposal (or proposals) that it believes will also meet the City's and Cal Poly’s project objectives but in a functionally equivalent way. In this case, the proposer must provide a satisfactory justification for the alternative proposal. 9. Attendance at Meetings and Hearings. As part of the work scope, the Operator will participate in regular team meetings to give updates; coordinate, participate in, and provide collateral materials for public agency meetings including City Council meetings and campus leadership meetings as requested, and acquire necessary information as appropriate to complete the scope of work. Page 51 of 274 -12- 10. Accuracy of Specifications. The specifications for this project are believed by the City and Cal Poly to be accurate and to contain no affirmative misrepresentation or any concealment of fact. Bidders are cautioned to undertake an independent analysis of any test results in the specifications, as City does not guaranty the accuracy of its interpretation of test results contained in the specifications package. In preparing its proposal, the bidder and all subcontractors named in its proposal shall bear sole responsibility for proposal preparation errors resulting from any misstatements or omissions in the plans and specifications that could easily have been ascertained by examining either the project site or accurate test data in the City's and Cal Poly’s possession. Although the effect of ambiguities or defects in the plans and specifications will be as determined by law, any patent ambiguity or defect shall give rise to a duty of bidder to inquire prior to proposal submittal. Failure to so inquire shall cause any such ambiguity or defect to be construed against the bidder. An ambiguity or defect shall be considered patent if it is of such a nature that the bidder, assuming reasonable skill, ability, and diligence on its part, knew or should have known of the existence of the ambiguity or defect. Furthermore, failure of the bidder or subcontractors to notify City and/or Cal Poly in writing of specification or plan defects or ambiguities prior to proposal submittal shall waive any right to assert said defects or ambiguities subsequent to submittal of the proposal. To the extent that these specifications constitute performance specifications, the City and Cal Poly shall not be liable for costs incurred by the successful bidder to achieve the project’s objective or standard beyond the amounts provided there for in the proposal. In the event that, after awarding the contract, any dispute arises as a result of any actual or alleged ambiguity or defect in the plans and/or specifications, or any other matter whatsoever, Operator shall immediately notify the City and Cal Poly in writing, and the Operator and all subcontractors shall continue to perform, irrespective of whether or not the ambiguity or defect is major, material, minor or trivial, and irrespective of whether or not a change order, time extension, or additional compensation has been granted by City or Cal Poly. Failure to provide the hereinbefore described written notice within one (1) working day of Operator's becoming aware of the facts giving rise to the dispute shall constitute a waiver of the right to assert the causative role of the defect or ambiguity in the plans or specifications concerning the dispute. Page 52 of 274 -13- I. PROPOSAL SUBMITTAL FORM The undersigned declares that she or he:  Has carefully examined this RFP including all exhibits, which is hereby made a part of this proposal.  Is thoroughly familiar with its contents.  Is authorized to represent the proposing firm.  Agrees to perform the work as set forth in this proposal. ☐ Certificate of insurance attached; insurance company’s A.M. Best rating: __________________. Firm Name and Address Contact Phone Signature of Authorized Representative Date Page 53 of 274 -14- REFERENCES Number of years engaged in providing the services included within the scope of the specifications under the present business name: . Describe fully the last three contracts performed by your firm that demonstrate your ability to provide the services included with the scope of the specifications. Ideally the references would be municipal or public agencies that partnered with your firm in launching a Bikeshare System. Attach additional pages if required. The City reserves the right to contact each of the references listed for additional information regarding your firm's qualifications. Reference No. 1: Agency Name Contact Name Telephone & Email Street Address City, State, Zip Code Description of services provided including contract amount, when provided and project outcome. Reference No. 2: Agency Name Contact Name Telephone & Email Street Address City, State, Zip Code Description of services provided including contract amount, when provided and project outcome. Page 54 of 274 -15- Reference No. 3 Agency Name Contact Name Telephone & Email Street Address City, State, Zip Code Description of services provided including contract amount, when provided and project outcome. Page 55 of 274 -16- STATEMENT OF PAST CONTRACT DISQUALIFICATIONS The proposer shall state whether it or any of its officers or employees who have a proprietary interest in it, has ever been disqualified, removed, or otherwise prevented from bidding on, or completing a federal, state, or local government project because of the violation of law, a safety regulation, or for any other reason, including but not limited to financial difficulties, project delays, or disputes regarding work or product quality, and if so to explain the circumstances.  Do you have any disqualification as described in the above paragraph to declare? Yes ☐ No ☐  If yes, explain the circumstances. Executed on at _______________________________________ under penalty of perjury of the laws of the State of California, that the foregoing is true and correct. ______________________________________ Signature of Authorized Proposer Representative Page 56 of 274 -17- EXHIBIT A: FORM OF OPERATOR AGREEMENT 1. Parties: [Name of contractor] shall be referred to herein as “Contractor.” The City of San Luis Obispo (the “City”) and California Polytechnic State University San Luis Obispo, as agent of the California State University system (“CSU”) are collectively referred to as “Agencies” and “Agency” refers to a single entity therein. “Premises” refers collectively to the properties owned by CSU and by the City and utilized by Contractor under the terms of this Contract. 2. Term: The term of this Contract shall be from the date this Contract is made and entered until three (3) years from the date of commissioning of the Bikeshare System by Contractor. Parties agree to memorialize in writing the date of commissioning in a future document. 3. Incorporation by Reference: The Notice Requesting Proposals for a City of San Luis Obispo Bikeshare System and Contractor’s proposal dated [date] are hereby incorporated in and made a part of this Contract, attached as Exhibit 1. 4. Commencement of Work: Contractor shall not commence work under the Contract until Contractor has received a fully executed Contract and been given written approval to proceed, which shall be contingent upon execution of a Service Level and License Agreement . Any work performed by Contractor prior to the date of approval shall be considered as having been performed at Contractor’s own risk and as a volunteer. 5. Contract Alterations & Integration: No alteration or variation of the Contract shall be valid unless made in writing and signed by the Parties hereto, and no oral understanding or agreement not incorporated in writing in the Contract shall be binding on any of the Parties hereto. 6. Severability: Contractor and Agencies agree that if any provision of this Contract is found to be illegal or unenforceable, such term or provision shall be deemed stricken and the remainder of the Contract shall remain in full force and effect. Any Party having knowledge of such term or provision shall promptly inform the others of its presumed non-applicability of such provision. Should the illegal or unenforceable provision be a material or essential term of the Contract, the Contract shall be terminated in a manner commensurate with the interests of all Parties, to the maximum extent reasonable. 7. Independent Status: Contractor and its employees and agents, and approved subcontractors, in the performance of this Contract, shall act in an independent capacity and not as officers, employees or agents of the Agencies or the State of California. While Contractor may be required by this Contract to carry Worker’s Compensation Insurance, in no event shall Contractor and its employees and agents be entitled to unemployment or workers’ compensation benefits from the Agencies. 8. Licenses and Permits: At all times during the term of this Contract, Contractor shall have in full force and effect, all licenses required of it by law for the performance of the Services described in this Contract. The Contractor shall procure all permits and licenses, pay all charges and fees, and give all notices necessary under this Contract. 9. Public and Employee Safety: Whenever Contractor’s operations on the property owned by the Agencies create a condition hazardous to the public or Agency employees, it shall, at its expense and without cost to the Agencies, furnish, erect, and maintain such fences, temporary railings, barricades, lights, signs and other devices and take such other protective measures as are necessary to prevent accidents, damage, or injury to the public and Agency employees. 10. Compliance with Law: The Contractor shall keep itself informed of and shall observe and comply with all applicable State and Federal laws and regulations, and county and City of San Luis Obispo ordinances, regulations and adopted codes, which in any manner affect those employed by Contractor or in any way affect the performance of the Services pursuant to this Contract. The Agencies, and their officers and employees, shall not be liable at law or in equity occasioned by Page 57 of 274 -18- failure of the Contractor to comply with this Section. Failure to comply with local ordinances may result in monetary fines and cancellation of this Contract. 11. Governing Law: Any action arising out of this Contract shall be brought in the Superior Court of San Luis Obispo County, California, regardless of where else venue may lie. The validity, interpretation, construction and performance of this Contract, and all acts and transactions pursuant hereto and the rights and obligations of the Parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of California, without giving effect to principles of conflicts of law. 12. Contractor's Power and Authority: Contractor warrants it has full power and authority to enter into this Contract and will hold Agencies harmless from and against any loss, cost, liability, and expense (including reasonable attorney fees) arising out of any breach of this warranty. Further, Contractor shall not enter into any arrangement, agreement or contract with any third party that might abridge any rights of the Agencies under this Contract. 13. Assignments: Contractor shall not assign or subcontract the services contemplated by this Contract, either in whole or in part, without prior written consent from both Agencies. 14. Waiver of Rights: Any action or inaction by Agencies or the failure of Agencies on any occasion to enforce any right or provision of this Contract shall not be a waiver by Agencies of their rights hereunder and shall not prevent Agencies from enforcing such provision or right on any future occasion. Agencies’ rights and remedies provided in this Contract shall not be exclusive and are in addition to any other rights and remedies provided by law. 15. Time: Time is of the essence in the performance of this Contract. 16. Entire Contract: This Contract sets forth the entire agreement between the Parties with respect to the subject matter hereof and shall govern the respective duties and obligations of each Party. 17. Termination: The Agencies, or either of them, may at any time, for any reason, with or without cause, terminate this Contract, or any portion hereof, by serving upon the Contractor written notice of termination. Upon receipt of said notice, the Contractor shall remove or cause to be removed all facilities and other improvements installed by Contractor, and restore Agencies’ property to the condition in which it existed prior to Agencies’ commencement of services under this Contract, within ninety (90) days of the notice of termination. If the Contractor and either Agency are unable to negotiate a Service Level and License Agreement within a reasonable time, as determined in the sole discretion of that Agency, this Contract shall terminate as to that Agency only and shall remain in full force and effect between the Contractor and the other Agency. If neither Agency is able to negotiate a Service Level and License Agreement with the Contractor, this Contract shall terminate in its entirety. 18. Warranty: Contractor warrants that: a. deliverables and services furnished hereunder will conform to the requirements of this Contract (including, without limitation, all descriptions, specifications, and drawings identified in the Statement of Work, if any), and b. the deliverables will be free from defects in materials and workmanship. Where the Parties have agreed to design specifications in the Statement of Work directly or by reference, Contractor warrants the deliverables shall provide all functionality required thereby. 19. Safety and Accident Prevention: In performing work under this Contract on Agency premises, Contractor shall conform to all specific safety requirements contained in this Contract or as required by law or regulation. Contractor shall take all additional precautions as the Agencies may reasonably require for safety and accident prevention purposes. Contractor’s violation of such rules and requirements, unless promptly corrected, shall constitute a material breach of this Contract. Page 58 of 274 -19- 20. Alterations to Premises: Written approval is required by the respective Agency prior to commencement of any alterations or improvements made to its property. Contractor shall comply with applicable rules and regulations of the City’s Municipal Code and procedures set forth by the City’s Community Development Department and all applicable building codes in making any approved alterations or improvements. 21. Responsibility for Damage. Contractor shall maintain the Premises in substantially the same condition as existed immediately prior to execution of this Contract. Upon termination of this Contract, Contractor shall return the Premises to its original condition, except for ordinary wear and tear and alterations approved by the Agencies pursuant to the “Alterations to Premises” section of this Contract. If the Premises is damaged resulting from Contractor’s use of and operations on the Premises, it shall be repaired and restored at the Contractor’s expense to its original condition, except for the circumstances expressly identified in this Section. 22. Insurance Requirements: The Contractor shall not commence Work until it has obtained all the insurance required in this Contract, and such insurance has been approved by the Agencies. a. Policies and Coverage. i. The Contractor shall obtain and maintain the policies and coverages as set forth in Exhibits B-1 and B-2. ii. The Contractor also may be required to obtain other Insurance by agreement between the Agencies and the Contractor. b. Verification of Coverage. i. The Contractor shall submit original certificates of insurance and endorsements to the policies of insurance required by the Contract to the Agencies as evidence of the insurance coverage. Renewal certifications and endorsements shall be timely filed by the Contractor for all coverage until the Work is accepted as complete. The Agencies reserve the right to require the Contractor to furnish the Trustees complete, certified copies of all required insurance policies. c. Insurance Provisions. i. Nothing in these insurance provisions shall be deemed to alter the indemnification provisions in this Contract. The insurance policies shall contain, or be endorsed to contain, the following provisions. 1. For the general and automobile liability policies, the City of San Luis Obispo, the State of California, the Trustees of the California State University, the University, the officers, employees, representatives, volunteers, and agents of all above-named entities are to be covered as additional insureds. 2. For any claims related to the Work, the Contractor’s insurance coverage shall be primary insurance as respects the City of San Luis Obispo, the State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents. Any insurance or self-insurance maintained by the State of California, the Trustees of the California State University, the University, their officers, employees, representatives, volunteers, and agents shall be in excess of the Contractor’s insurance and shall not contribute with it. 3. Each insurance policy required by this section shall state that coverage shall not be canceled by either the Contractor or the insurance carrier, except after thirty (30) Days prior written notice by certified mail, return receipt requested, has been given to the Agencies. 4. The City of San Luis Obispo, the State of California, the Trustees of the Page 59 of 274 -20- California State University, the University, their officers, employees, representatives, volunteers, and agents shall not by reason of their inclusion as additional insureds incur liability to the insurance carriers for payment of premiums for such insurance. d. Acceptability of Insurers. Insurers shall be licensed by the State of California to transact insurance and shall hold a current A.M. Best’s rating of A:VII, or shall be a carrier otherwise acceptable to the University. e. Subcontractor’s Insurance. Contractor shall ensure that its subcontractors (approved by Agencies pursuant to Section 13 of this Contract) are covered by insurance of the types required by this Contract, and that the amount of insurance for each subcontractor is appropriate for that subcontractor’s Work. Contractor shall not allow any subcontractor to commence Work on its subcontract until the insurance has been obtained, and approved by the Agencies. f. Miscellaneous. i. Any deductible under any policy of insurance required in this Contract shall be Contractor’s liability. ii. Acceptance of certificates of insurance by the Agencies shall not limit the Contractor’s liability under the Contract. iii. If the Agencies are damaged by the failure of Contractor to provide or maintain the required insurance, the Contractor shall pay the Agencies for all such damages. iv. The Contractor’s obligations to obtain and maintain all required insurance are non-delegable duties under this Contract. 23. General Indemnity: To the fullest extent permitted by law (including, but not limited to California Civil Code Sections 2782 and 2782.8), Contractor shall indemnify, defend, and hold harmless the City of San Luis Obispo and its elected officials, officers, employees, volunteers, and agents, and the State of California, Board of Trustees of the California State University, CSU, and its officers, agents and employees (the “Indemnitees”) from any and all causes of actions, claims, liabilities, obligations, judgments, damages or expenses, including reasonable attorney’s fees and costs, claimed by anyone by reason of injury or death of persons, or damage or destruction of property, including property of Contractor arising out of Contractor’s performance or failure to perform its obligations under this Agreement or out of operations conducted by Contractor. The Contractor shall require all System users to sign a waiver prior to System use, releasing the Indemnitees from all claims, in a form satisfactory to the Agencies. In the event Indemnitees are made a party to any action, lawsuit or other adversarial proceeding arising from Contractor’s performance of or failure to perform this Contract, Contractor shall provide a defense to the Indemnitees or at the Indemnitees’ option, reimburse the Indemnitees their costs of defense, including reasonable legal fees, incurred in defense of such claims. 24. Use of Data: Contractor shall not utilize any non-public information it may receive by reason of this Contract, for pecuniary gain not contemplated by this Contract, regardless whether Contractor is or is not under contract at the time such gain is realized. Agency specific information obtained by Contractor in the course of Contractor’s performance of this Contract is the property of respective Agency, and shall not be used in any manner by Contractor unless authorized in writing by the respective Agency. 25. Confidentiality of Data a. Contractor acknowledges the privacy rights of individuals to their personal information that are expressed in the Information Practices Act (California Civil Code Section 1798 et seq.) and in California Constitution Article 1, Section 1. Contractor shall maintain the privacy of personal information and protected data as confidential information. Page 60 of 274 -21- Contractor shall not use, disclose, or release confidential information contained in Agency records without full compliance with applicable state and federal privacy laws, and this Contract. Contractor further acknowledges and agrees to comply with Federal privacy laws, such as the Gramm-Leach-Bliley Act (Title 15, United States Code, Sections 6801(b) and 6805(b)(2)) applicable to financial transactions, and the Family Educational Rights and Privacy Act (Title 20, United States Code, Section 1232) applicable to student education records and information from student education records. Contractor shall maintain the privacy of confidential information and shall be financially responsible for any notifications to affected persons (after prompt consultation with Agencies) whose personal information is disclosed by any security breach relating to confidential information resulting from Contractor’s or its personnel’s acts or omissions. Further, If so requested by the Agencies, Contractor shall be administratively responsible for providing such notification in the most expedient time possible consistent with the methods prescribed in California Civil Code 1798.29 and 1798.82. b. Contractor further agrees that all financial, statistical, personal, technical and other data and information relating to Agencies’ operations designated “confidential” by Agencies, and not otherwise subject to disclosure under the California Public Records Act, and made available to Contractor to perform this Contract or which become available to Contractor while performing this Contract, shall be protected by Contractor using the same level of care it takes to protect its own information of a similar nature, but in no event less than reasonable care. If required by a court of competent jurisdiction or an appropriate administrative body with legal authority to order the disclosure of confidential information or protected data, Contractor will notify Agency in writing prior to any such disclosure to give Agency an opportunity to oppose any such disclosure. Prior to any disclosure of confidential information as required by legal process, Contractor shall notify Agency of any actual or threatened legal compulsion of disclosure, and any actual legal obligation of disclosure, immediately upon becoming so obligated; and c. Contractor shall cooperate with any litigation or investigation proceedings concerning protected data loss or other breach of Contractor’s obligations under this Contract. Any access, transmission, or storage of protected data outside the United States must be approved in writing by Agency in advance. Contractor’s failure to comply with any provision of this Section shall constitute a material breach of the Contract. 26. Payment Card Industry (PCI) Compliance Standards. Contractor provides a service that involves storage, processing or transmission of payment card data. Contractor represents and warrants that it shall implement and maintain certification of Payment Card Industry (“PCI”) compliance standards regarding data security and that it shall undergo independent third-party quarterly system scans that audit for all known methods hackers use to access private information, in addition to vulnerabilities that would allow malicious software (i.e., viruses and worms) to gain access to or disrupt the network devices. If during the term of the Agreement, Contractor undergoes, or has reason to believe that it will undergo, an adverse change in its certification or compliance status with the PCI DSS standards and/or other material payment card industry standards, it will promptly notify Agencies of such circumstances. Contractor agrees to promptly provide current evidence of compliance with PCI-DSS standards at the request of Agencies and on an annual basis thereafter. The form and substance of such evidence must be reasonably satisfactory to and must be certified by an authority recognized by the payment card industry for that purpose. Contractor shall maintain and protect in accordance with all applicable laws and PCI regulations the security of all cardholder data when performing the contracted Services on behalf of the Agencies. Contractor will provide reasonable care and efforts to detect fraudulent credit card activity in connection with credit card transactions processed for the Agencies. Contractor Page 61 of 274 -22- shall indemnify and hold the Agencies harmless from loss or damages resulting from Contractor’s failure to maintain PCI compliance standard in accordance with this section. Contractor shall not be held responsible for any such loss of data if it is shown that the loss occurred as a result of the sole negligence of the Agencies. 27. Examination and Audit. For contracts in excess of $10,000, Contractor shall be subject to the examination and audit by (a) the Office of the University Auditor, and (b) the Bureau of State Audits, for a period of three (3) years after final payment under the Contract. The examination and audit shall be confined to those matters connected with the performance of the contract, including, but not limited to, the costs of administering the Contract. Note: Authority Cited: Government Code Section 8546.7; Education Code Section 89045(c&d), respectively. 28. Dispute: Any dispute arising under or resulting from this Contract that is not resolved within 60 days of time by authorized representatives of Contractor and CSU shall be brought to the attention of Contractor’s Chief Executive Officer (or designee) and CSU’s Chief Business Officer (or designee) for resolution. Either Contractor or CSU may request that the CSU Vice Chancellor, Business and Finance (or designee) participate in the dispute resolution process to provide advice regarding CSU contracting policies and procedures. If this informal dispute resolution process is unsuccessful, the Parties may pursue all remedies not inconsistent with this Contract. Despite an unresolved dispute, Contractor shall continue without delay in performing its responsibilities under this Contract. Contractor shall accurately and adequately document all service it has performed under this Contract. City retains, without waiving any other rights and remedies under this Contract or applicable law, the opportunity to participate in the dispute resolution process stated herein, but is not obligated to do so. 29. Conflict of Interest: Agencies requires a Statement of Economic Interests (California Form 700) to be filed by any Consultant (or Contractor) who is involved in the making or participation in the making of decisions which may foreseeably have a material effect on any Agency financial interest. 30. Endorsement: Nothing contained in this Contract shall be construed as conferring on any Party, any right to use the other Parties’ names as an endorsement of product/service or to advertise, promote or otherwise market any product or service. Furthermore, nothing in this Contract shall be construed as endorsement of any commercial product or service by the Agencies, its officers or employees. 31. Covenant Against Gratuities: Contractor shall warrant that no gratuities (in the form of entertainment, gifts, or otherwise) were offered or given by Contractor, or any agent or representative of Contractor, to any officer or employee of Agencies with a view toward securing the Contract or securing favorable treatment with respect to any determinations concerning the performance of the Contract. For breach or violation of this warranty, Agencies shall have the right to terminate the Contract, either in whole or in part. Agencies’ rights and remedies provided in this clause shall not be exclusive and are in addition to any other rights and remedies provided by law, equity or under the Contract. 32. Nondiscrimination: a. During the performance of this Contract, Contractor and its subcontractors shall not unlawfully discriminate, harass or allow harassment, against any employee or applicant for employment because of sex, sexual orientation, race, color, ancestry, religious creed, national origin, disability (including HIV and AIDS), medical condition, age, marital status, and denial of family care leave. Contractor and subcontractors shall insure that the evaluation and treatment of their employees and applicants for employment are free from such discrimination and harassment. Page 62 of 274 -23- b. Contractor and subcontractors shall comply with the provisions of the Fair Employment and Housing Act (Government Code, Section 12990 et seq.) and the applicable regulations promulgated thereunder (California Code of Regulations, Title 2, Section 7285.0 et seq.). The applicable regulations of the Fair Employment and Housing Commission implementing Government Code Section 12990 (a f), set forth in Chapter 5 of Division 4 of Title 2 of the California Code of Regulations are incorporated into this Contract by reference and made a part hereof as if set forth in full. Contractor and its subcontractors shall give written notice of their obligations under this clause to labor organizations with which they have a collective bargaining or other agreement. c. Contractor shall include the nondiscrimination and compliance provisions of this clause in all subcontracts to perform work under the Contract. 33. Compliance with NLRB Orders: Contractor declares under penalty of perjury under the laws of the State of California that no more than one final, unappealable finding of contempt of court by a federal court has been issued against Contractor within the immediately preceding two-year period because of Contractor's failure to comply with an order of a federal court to comply with an order of the National Labor Relations Board. Note: Cite Authority: PCC 10296 34. Drug-Free Workplace Certification: Contractor certifies that Contractor shall comply with the requirements of the Drug-Free Workplace Act of 1990 and shall provide a drug-free workplace by taking the following actions: a. Publish a statement notifying employees that unlawful manufacture, distribution, dispensation, possession, or use of a controlled substance is prohibited and specifying actions to be taken against employees for violations b. Establish a Drug-Free Awareness Program to inform employees about all of the following: i. the dangers of drug abuse in the workplace; ii. the person's or organization's policy of maintaining a drug-free workplace; iii. any available counseling, rehabilitation and employee assistance programs; and, iv. penalties that may be imposed upon employees for drug abuse violations. c. Provide that every employee who works on the proposed or resulting Contract: i. will receive a copy of the company's drug-free policy statement; and, ii. will agree to abide by the terms of the company's statement as a condition of employment on the Contract. Note: Authority Cited: Government Code Section 8350-8357 35. Forced, Convict, Indentured and Child Labor: By accepting a contract with CSU, Contractor: a. certifies that no equipment, materials, or supplies furnished to CSU pursuant to this Contract have been produced in whole or in part by sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor, or with the benefit of sweatshop labor, forced labor, convict labor, indentured labor under penal sanction, abusive forms of child labor or exploitation of children in sweatshop labor. Contractor further certifies it will adhere to the Sweat-free Code of Conduct as set forth on the California Department of Industrial Relations website located at http://www.dir.ca.gov/, and Public Contract Code Section 6108. b. agrees to cooperate fully in providing reasonable access to its records, documents, agents or employees, or premises if reasonably required by authorized officials of the State, the Department of Industrial Relations, or the Department of Justice to determine Contractor's compliance with the requirements under paragraph (a). 36. Recycled Content Certification: To the extent that services involve the supply of post-consumer materials (see below) Contractor shall certify in writing the minimum, if not exact, percentage of post-consumer material, as defined in Public Contract Code Section 12200, in products, materials, Page 63 of 274 -24- goods, or supplies offered or sold to CSU regardless whether the product meets the requirements of Section 12209. With respect to printer or duplication cartridges that comply with the requirements of Section 12156(e), the certification required by this subdivision shall specify that the cartridges so comply (PCC 12205). 37. Americans With Disabilities Act (ADA): Contractor warrants that it complies with California and federal disabilities laws and regulations. (Americans with Disabilities Act of 1990,42 U.S.C. 12101 et seq). Contractor hereby warrants the products or services it will provide under this Contract comply with the accessibility requirements of Section 508 of the Rehabilitation Act of 1973, as amended (29 U.S.C. 794d), and its implementing regulations set forth at Title 36, Code of Federal Regulations, Part 1194. Contractor agrees to promptly respond to and resolve any complaint regarding accessibility of its products or services. Contractor further agrees to indemnify and hold harmless Agencies from any claims arising out of Contractor’s failure to comply with the aforesaid requirements. Failure to comply with these requirements shall constitute a material breach of this Contract. 38. Debarment and Suspension: By accepting a contract with the CSU, Contractor certifies neither it nor its principals or its subcontractors are presently debarred, suspended, proposed for debarment, declared ineligible or voluntarily excluded from participation in this transaction by any federal department or agency (2 Code Federal Regulations[CFR] 180.220, in accordance with the Office of Management and Budget guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR Part 1986 Comp., p. 189) and 12689 (3 CFR Part 1989 Comp., p. 235)). 39. Expatriate Corporations: Contractor declares and certifies that it is not an expatriate corporation, and is not precluded from contracting with CSU by The California Taxpayer and Shareholder Protection Act of 2003, Public Contract Code Section 10286, et seq. 40. Loss Leader: Contractor certifies and declares it is not engaged in business within this State of California to sell or use any article or product as a "loss leader" as defined in Section 17030 of the Business and Professions Code. Note: Authority Cite: (PCC 12104.5(b).) 41. DVBE and Small Business Participation a. If Contractor has committed to achieve small business (SB) participation it shall, within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract), report to CSU: (1) the name and address of the SB(s) who participated in the performance of the Contract; (2) the total amount the prime Contractor received under the Contract; and (3) the amount each SB received from the prime Contractor.(Govt. Code § 14841.) b. If Contractor has committed to achieve disabled veteran business enterprise (DVBE) participation, it shall, within 60 days of receiving final payment under this Contract (or within such other time period as may be specified elsewhere in this Contract), report to CSU: i. the name and address of the DVBE(s) who participated in the performance of the Contract; ii. the total amount the prime Contractor received under the Contract; and iii. the amount each DVBE received from the prime Contractor. The Contractor shall also certify that all payments under the Contract have been made to the DVBE. A person or entity that knowingly provides false information shall be subject to a civil penalty for each violation. (Mil. & Vets. Code § 999.5(d); Govt. Code § 14841.) 42. Contractor’s Staff: Contractor warrants that its staff assigned to performing work under this Contract are legally able to perform such duties in the country where the work is being performed. 43. Force Majeure a. No Party shall be liable for any failure to perform its obligations under this Contract for the period of time that it is prevented, hindered, or delayed in performing those Page 64 of 274 -25- obligations by circumstances beyond its control, including, but not limited to, fire, strike, war, riots, acts of terrorism, disaster, acts of God, acts of any governmental authority, communicable disease outbreak, epidemic or pandemic, unavailability or shortages of labor, materials, or equipment, disruption of transportation, or any other comparable event beyond the control of the Party whose performance is affected (each, a “Force Majeure Event.”). b. The Party claiming Force Majeure shall, as soon as reasonably practicable after the occurrence of a Force Majeure Event, provide written notice to the other Parties of the nature, extent, and expected duration of the Force Majeure Event and use its diligent efforts to mitigate the effects of the Force Majeure Event upon such Party’s performance under this Contract, it being understood that upon completion of the Force Majeure Event, the Party whose performance was affected must, as soon as reasonably practicable, recommence the performance of its obligations under this Contract. c. Notwithstanding any other term in this Contract, including, but not limited to, the foregoing subsections of this section, during the period of a Force Majeure Event affecting performance by Contractor, Agencies may elect to do all or any of the following: i. extend the time for Contractor’s performance by a period equal to the duration of the Force Majeure Event; and/or ii. terminate the Contract. 44. Material Change of Circumstances: The terms of this Contract are based on conditions in existence on the date that Contractor commences performance. In the event of a material change in the conditions that adversely affects the ability of Contractor to perform its obligations, Contractor shall reasonably cooperate with Agencies to minimize the impact from such change in conditions on Contractor’s performance and shall, if requested by Agencies, negotiate in good faith to adjust the terms of this Contract on a mutually agreeable basis to address the impact of such material change in conditions. This provision shall not limit Agencies’ ability to avail themselves of any rights or remedies provided to Agencies by law, equity or any other term of this Contract. 45. Notice. All written notices to the parties hereto shall be sent by United States mail, postage prepaid by registered or certified mail addressed as follows: City CSU Office of Sustainability Transportation and Parking Services City of San Luis Obispo Cal Poly, San Luis Obispo 990 Palm Street 1 Grand Avenue San Luis Obispo, CA 93401 Building 36 San Luis Obispo, CA 93407 CONTRACTOR [Addressee] [Street address] 46. Contract Amendment. Any amendment, modification, or variation from the terms of this Contract shall be in writing and shall be effective only upon approval by the City Manager of the City and the Chief Procurement Officer on behalf of CSU. Page 65 of 274 -26- EXHIBIT B-1: CITY’S INSURANCE REQUIREMENTS The Contractor shall procure and maintain for the duration of the contract 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 by the Contractor, its agents, representatives, employees, or subcontractors. Minimum Scope of Insurance. Coverage shall be at least as broad as: 1. Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001). 2. Insurance Services Office form number CA 0001 (Ed. 1/87) covering Automobile Liability, code 1 (any auto). 3. Workers' Compensation insurance as required by the State of California and Employer's Liability Insurance. Minimum Limits of Insurance. Contractor shall maintain limits no less than: 1. General Liability: $2,000,000 per occurrence for bodily injury, personal injury, and property damage. If Commercial General Liability or other form with a general aggregate limit is used, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit of $4,000,000. 2. Automobile Liability: $1,000,000 per accident for bodily injury and property damage. 3. Employer's Liability: $1,000,000 per accident for bodily injury or disease. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions 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 retentions as respects the City, its officers, officials, employees, and volunteers; or the Contractor shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. Other Insurance Provisions. The general liability and automobile liability policies are to contain, or be endorsed to contain, the following provisions: 1. The City, its officers, officials, employees, agents, and volunteers are to be covered as insureds as respects: liability arising out of activities performed by or on behalf of the Contractor; products and completed operations of the Contractor; premises owned, occupied or used by the Contractor; or automobiles owned, leased, hired or borrowed by the Contractor. The coverage shall contain no special limitations on the scope of protection afforded to the City, its officers, official, employees, agents, or volunteers. 2. For any claims related to this project, the Contractor's insurance coverage shall be primary insurance as respects the City, its officers, officials, employees, agents, and volunteers. Any insurance or self-insurance maintained by the City, its officers, officials, employees, agents, or volunteers shall be excess of the Contractor's insurance and shall not contribute with it. 3. The Contractor's insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 4. Each insurance policy required by this clause shall be endorsed to state that coverage shall not be suspended, voided, canceled by either party, reduced in coverage or in limits except after thirty (30) days' prior written notice by certified mail, return receipt requested, has been given to the City. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M. Best's rating of no less than A: VII. Page 66 of 274 -27- Verification of Coverage. Contractor shall furnish the City with a certificate of insurance showing maintenance of the required insurance coverage. Original endorsements effecting general liability and automobile liability coverage required by this clause must also be provided. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements are to be received and approved by the City before work commences. Page 67 of 274 -28- EXHIBIT B-2: CSU INSURANCE REQUIREMENTS (The Insurance Requirements provided in this section are reproduced from the most current CSU Standard Terms and Conditions) 7. Insurance Contractor shall not commence the Contracted Work until it has obtained all the insurance required by this Contract, and such insurance has been approved by CSU. 7.1 Policies and Coverage (a) Required. Contractor shall obtain and maintain the following policies and coverage: (1) Comprehensive or Commercial General Liability Insurance, on an occurrence basis, covering Contracted Work done or to be done by or on behalf of the Contractor and providing insurance for bodily injury, personal injury, property damage, and contractual liability. CSU may require the aggregate limit to apply specifically to the Contracted Work in certain circumstances, and will notify Contractor of this requirement. (2) Business Automobile Liability Insurance on an occurrence basis, covering owned, hired, and non- owned automobiles used by or on behalf of Contractor and providing insurance for bodily injury, property damage, and contractual liability. Such insurance shall include coverage for uninsured and underinsured motorists. (3) Worker's Compensation, including Employers Liability Insurance as required by law. (b) Additional. Contractor shall also be required to obtain and maintain the following policies and coverage to the extent indicated below: (1) Environmental Impairment Liability or Pollution Liability Insurance in the event that the Contracted Work involves hazardous materials which could result in any loss, cost or expense arising out of any requirement to clean up, remove, contain, treat, detoxify or in any way respond to pollutants or injury or damage resulting therefrom. This includes, but is not limited to, Contracted Work involving asbestos, lead, fuel storage or pipes, sewage, industrial waste, and hazardous chemicals (such as pesticides, carcinogens, trichloroethylene (TCE), or polychlorinated biphenyls (PCBs). (2) Privacy, Technology and Data Security Liability, Cyber Liability, or Technology Professional Liability Insurance in the event that the Contracted Work involves access to or storage of Protected Data. For purposes of this Contract, “Protected Data” has the same meaning as defined in the CSU Information Security Policy and Standards, section VI (which, for clarification, includes both “Level 1 -Confidential” data and “Level 2 - Internal Use” data). Such insurance shall cover liabilities for financial loss, damages, and/or costs incurred as a result of any confirmed or suspected data security breach or loss of Protected Data (including personally identifiable information) due to the acts, omissions, and/or intentional misconduct of Contractor, its officers, employees, agents, sub-contractors, or anyone acting on behalf of Contractor in connection with the performance of this Contract. Such coverage shall include without limitation, all of the following: (A) Costs to notify persons whose data were lost or compromised (B) Costs to provide credit monitoring and credit restoration services to persons whose data were lost or compromised (C) Costs associated with third party claims arising from a confirmed or suspected data security breach or loss of CSU confidential data, including litigation costs and settlement costs (D) Any investigation, enforcement, fines and penalties, or similar miscellaneous costs arising from a confirmed or suspected data security breach or loss of CSU confidential data (E) Any payment made to a third party as a result of extortion related to a confirmed or suspected data security breach or loss of CSU confidential data Page 68 of 274 -29- (3) Professional Liability Insurance if the Contracted Work involves professional services involving specialized skill or training, including but not limited to: (A) preparation of any map, shop drawing, opinion, report, survey, field order, change order, design, drawing, specification, recommendation, warning, permit application, payment request, manual or inspection; (B) supervision, inspection, quality control, architectural, engineering or surveying activity or service; (C) job site safety; (D) construction contracting, construction administration, or construction management; (E) computer consulting or design, software development or programming service; (F) selection of a contractor or subcontractor; (G) real estate, legal, medical, employment, investment, or management services; (H) monitoring, testing, or sampling services; or (I) if otherwise directed by CSU in writing. (4) Other insurance as agreed upon by CSU and Contractor. (c) Verification of Coverage. Contractor shall submit original certificates of insurance and endorsements to the policies of insurance required by the Contract to CSU as evidence of the insurance coverage. Renewal certifications and endorsements shall be timely filed by Contractor for all coverage until the Contracted Work is accepted as complete. CSU reserves the right to require Contractor to furnish CSU complete, certified copies of all required insurance policies. (d) Required Provisions. Nothing in these insurance provisions shall be deemed to alter the indemnification provisions in this Contract. The insurance policies shall contain, or be endorsed to contain, the following provisions. (1) The general and automobile liability policies shall name the State of California, CSU, the Trustees of the California State University, and their officers, employees, representatives, volunteers, and agents as additional insureds. Such endorsement shall be documents on an ACORD or similar form for this purpose; a statement on the certificate itself does not satisfy this requirement. (2) For any claims related to the Contracted Work, Contractor’s insurance coverage shall be primary insurance as respects the State of California, CSU the Trustees of the California State University, and their officers, employees, representatives, volunteers, and agents. Any insurance or self-insurance maintained by the State of California, CSU, the Trustees of the California State University, and their officers, employees, representatives, volunteers, and agents shall be in excess of Contractor’s insurance and shall not contribute with it. (3) Each insurance policy required by this section shall state that coverage shall not be canceled by either Contractor or the insurance carrier, except after thirty (30) days prior written notice by certified mail, return receipt requested (or other written notice with proof of receipt), has been given to CSU. (4) The State of California, CSU, the Trustees of the California State University, and their officers, employees, representatives, volunteers, and agents shall not by reason of their inclusion as additional insureds incur liability to the insurance carriers for payment of premiums for such insurance. (5) Each insurance policy required by this section shall contain an endorsement providing a waiver of transfer of rights of recovery against others (waiver of subrogation) as to the State of California, CSU, the Trustees of the California State University, and their officers, employees, representatives, volunteers, and agents. Page 69 of 274 -30- 7.2 Amount of Insurance (a) Minimum Coverage. The limits stated below are minimum required amounts of insurance coverage but do not serve to limit amounts recoverable by CSU. CSU is entitled to any valid and collectible insurance and any other sources of recovery. The insurance furnished by Contractor under this Contract shall provide coverage in amounts not less than the following: (1) Comprehensive or Commercial General Liability Insurance—Limits of Liability (A) $4,000,000 General Aggregate (B) $2,000,000 Each Occurrence—combined single limit for bodily injury and property damage. (C) $2,000,000 Each Person/Entity for personal liability (D) $2,000,000 for contractual liability (2) Business Automobile Liability Insurance—Limits of Liability (A) $1,000,000 Each Accident—combined single limit for bodily injury and property damage to include uninsured and underinsured motorist coverage. (3) Workers’ Compensation—limits as required by law with Employers Liability limits of $1,000,000. (b) Hazardous Materials. For Contracts involving hazardous materials, Contractor shall provide additional coverage in amounts not less than the following, unless a different amount is agreed upon in writing signed by Contractor and CSU: (1) Environmental Impairment or Pollution Liability Insurance—Limits of Liability (A) $10,000,000 General Aggregate (B) $5,000,000 Each Occurrence—combined single limit for bodily injury and property damage, including cleanup costs. (2) In addition to the above-referenced coverage for Business Automobile Liability Insurance, Contractor shall obtain for hazardous material transporter services: (A) MCS-90 endorsement (B) Sudden & Accidental Pollution coverage endorsement—Limits of Liability* $2,000,000 Each Occurrence $2,000,000 General Aggregate *A higher limit on the MCS-90 endorsement required by law must be matched by the Sudden & Accidental Pollution Insurance. (3) With CSU’s approval, Contractor may delegate the responsibility to provide the additional coverage required under this subsection (2) to its hazardous materials subcontractor. In the event that Contractor has obtained CSU’s permission to delegate such responsibility to its hazardous materials subcontractor, Contractor shall provide CSU a letter within thirty (30) days of executing this Contract stating that Contractor is requiring its hazardous materials subcontractor to provide the additional coverage required under this subsection (2), if applicable. Contractor shall affirm in this letter that the hazardous materials subcontractor’s certificate of insurance shall adhere to all of the requirements of this Contract. Further, this letter will provide that the subcontractor’s certificate of insurance will be provided to CSU as soon as Contractor fully executes its subcontract with the hazardous materials subcontractor, or within thirty (30) days of the Notice to Proceed, whichever is less. (c) Cyber. For Contracts involving Contractor access to or storage of Protected Data, Contractor shall obtain the additional coverage in amounts not less than the following, unless a different amount is agreed upon in writing signed by Contractor and CSU: Page 70 of 274 -31- (1) Privacy, Technology and Data Security Liability, Cyber Liability, or Technology Professional Liability Insurance – Limits of Liability (A) $5,000,000 General Aggregate (B) $5,000,000 Each Occurrence (d) Professional Services. For Contracts involving professional services, Contractor shall obtain the additional coverage in amounts not less than the following, unless a different amount is agreed upon in writing signed by Contractor and CSU: (1) Professional Liability Insurance – Limits of Liability (A) $5,000,000 General Aggregate (B) $5,000,000 Each Claim 7.3 Acceptability of Insurers Insurers shall be licensed by the State of California to transact insurance and shall hold a current A.M. Best’s rating of A:VII, or shall be a carrier otherwise acceptable to CSU. 7.4 Subcontractor’s Insurance Contractor shall ensure that its subcontractors are covered by insurance of the types required by this Contract, and that the amount of insurance for each subcontractor is appropriate for that subcontractor’s work as relates to this Contract. Contractor shall not allow any subcontractor to commence work on its subcontract until the insurance has been obtained and approved by CSU. Only the Contractor and its hazardous materials subcontractor(s) are required to have the coverage for projects involving hazardous materials. 7.5 Miscellaneous (a) Any deductible under any policy of insurance required in this Contract shall be Contractor’s liability. (b) Acceptance of certificates of insurance by CSU shall not limit Contractor’s liability under the Contract. (c) In the event Contractor does not comply with these insurance requirements, CSU may, at its option, provide insurance coverage to protect CSU. The cost of the insurance shall be paid by Contractor and, if prompt payment is not received, may be deducted from Contract sums otherwise due the Contractor. (d) If CSU is damaged by Contractor’s failure to provide or maintain the required insurance, Contractor shall pay CSU for all such damages. (e) Except as specifically provided for in contracts involving hazardous materials, Contractor’s obligations to obtain and maintain all required insurance are non-delegable duties under this Contract. Page 71 of 274 Page 72 of 274 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 73 of 274 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 74 of 274 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 75 of 274 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. 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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 76 of 274 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. 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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 77 of 274 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 Page 78 of 274