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Agenda Item Review Form
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Muskegon City Commission
Commission Meeting Date: April 26, 2022 Title : Amendment to the Ride Muskegon
Agreement
Submitted By: LeighAnn Mikesell Department: City Manager's Office
Brief Summary: City staff is seeking approval of the final exhibits in the operating agreement with
Ride Muskegon, LLC.
Detailed Summary: When the operating agreement was approved by the commission, a motion
was made to return to the commission with the proposed final attachments for adoption. The final
attachments are provided for consideration as is the executed agreement.
Amount Requested : N/A Amount Budgeted : N/A
Fund(s) or Account(s): N/A Fund(s) or Account(s): N/A
Recomn;iended Motion: Approve the final exhibits in the operating agreement with Ride Muskegon ,
LLC.
Check if the following Departments need to approve the item first:
Police Dept. D
Fire Dept. D
IT Dept. □
For City Clerk Use Only:
Commission Action :
ATTACHMENT A
NOTICE TO PROCEED
CITY OF MUSKEGON
To: Ride Muskegon, LLC Date: _ _ _ _ _,2022
Contract: Operating Agreement for Shared-Mobility Service in the City of Muskegon
Project: Shared-Mobility Service Project
Authorization:
You are notified that, in accordance with the Operating Agreement dated March _ _ , 2022,
incorporated herein by reference, you are authorized by the City of Muskegon, State of Michigan,
to establish and commence a Shared-Mobility Service program in the City of Muskegon, State of
Michigan, for an initial term of five years (5), with the option to enter into renewal terms, in
accordance with Article II of the Operating Agreement entered into between the parties dated
March _ _, 2022, incorporated herein by reference.
Program Start Date: April _ _ _ _ , 2022
Initial Program Renewal Date: April _ _ _ _, 2027
By: _ _ _ _ _ _ _ _ _ _ _ _ __
Frank Peterson
Its: City Manager
ACCEPTANCE OF NOTICE
Receipt of the above NOTICE TO PROCEED is hereby acknowledged by:
OPERATOR:
RIDE MUSKEGON, LLC
a Michigan limited liability company
By: Stephen Parent
Its: Member
By: Terry Puffer
Its: Member
21
ATTACHMENT B
KEY PERFORMANCE INDICATORS
Monthly reports and limited
System Reporting Monthly/ Annually See below See below
Administration access provided.
Number of Shared Mobility Devices E-scooter;
100%
available for use in a day, relative to
Device Availability Average monthly
the number of Shared Mobility E-bicycle (if
NIA
Devices in possession of Operator implemented)
% of Shared
Device Maintenance Number of Shared Mobility Devices
Monthly Mobility Devices in 80%
and Inspection receiving a maintenance inspection
service
At least two (2) times per
month, not to exceed
Station Maintenance Stations receiving a cleaning and
twenty-one (21) days % of stations 10%
and Inspection inspection
between cleaning and
inspections
Time to respond to reported Per occurrence, as
Between 30
deficient, damaged, or unclean necessary or during Complaint response
Device Response Time minutes to 12
station components regularly scheduled time
hours
of devices. maintenance monthly
Percentage of time that the
Website/Mobile App in As needed during the term % of total minutes
website and mobile app are in 99%
Service of the Agreement per month
service
Live Response - Operator will
maintain a toll-free customer service
number from 9am 9pm;
Customer Service As needed during the term
Message (after hours)- 24/7 after - Minutes/Hours 95%
Availability of the Agreement
hours to address customer concerns
and inquires
Complaint
acknowledgement
Reasonable
Any given point in time and Operation
Customer Service Response time between customer amount of time,
during the term of the resolution/response
Response Time inquiry and complaint resolution with goal of 24
Agreement time.
hours or less
Measured in
minutes/hours.
See Redistribution
Device Distribution See below See below See below
(below)
Redistribution. The City of Muskegon will continuously work with Ride Muskegon, LLC to
identify High Priority Areas based on usage in the designated Operating Areas. Once High Priority
Areas are identified, Ride Muskegon, LLC, will use its best efforts to distribute a reasonable
number of Shared-Mobility Devices to areas to satisfy the demands of said areas in an effort to
increase the number of Shared-Mobility Devices available to the public.
22
ATTACHMENT C
City of Muskegon Location Specific Conditions
None provided as of date of Operating Agreement.
23
ATTACHMENT D
USER FEES FOR INITIAL LAUNCH
The following fee schedule is reflective of the initial fees to charge Users decided by the parties
and are subject to change from time to time.
Pay as You Go $1.25 to unlock; $.20 per minute
Non-Parking Zone Fee: $5.00 (Free pt Occurrence)
Idle Fee $0.35 Per Minute
,Shared Mobility Device Remains Active, but Parked)
Surcharge $0.25 per use
24
ATTACHMENT E
CERTIFICATE OF INSURANCE
Operator will provide Certificate of Insurance from Hanover Insurance authorizing
issuance such certifications and insurance subsequent to the successful implementation of the
Operating Agreement and provisioning of Shared Mobility Devices.
25
ATTACHMENT F
APPROVED LOCATIONS FOR
SHARED-MOBILITY DEVICES AND SERVICES
LINK to interactive map of locations:
https://eaith.google.com/earth/d/1 v4fab3brssz5OBwVxGDGfl g h7MWSE0h?usp=sharing
26
16 CITY LOCATIONS:
1. 794 Kitchen/Rake Brewery
2. Lakeside Parking
3. Additional Beach Parking
4. Coast Guard Beach Parking
5. Ice Cream Beach Parking
6. Dr Rolfs BBQ Western
7. Trunk Depot Western
8. Shoreline Inn
9. MartDock
10. Heritage Landing - TBD
11. Farmers Market Western
12. Frauenthal Western
13. Burl and Sprig
14. 3rd St
15. Visit Muskegon Western
16. Rotary Park
27
1. 794 Kitchen/Rake Brewery:
2. Lakeside Parking:
28
3. Additional Beach Parking:
4. Coast Guard Parking:
29
5. Ice Cream Beach Parking:
6. Dr Rolfs BBQ Western
30
7. Trunk Depot Western
8. Shoreline Inn
31
9. MartDock
32
10. Heritage Landing
TBD
11. Farmers Market Western
33
12. Frauenthal Western
13. Burl and Sprig
34
14. 3,·d St
11 llllll
35
15. Visit Muskegon Western
16. Rotary Park
. ~ -------
----.~---
36
ATTACHMENT G
Map of Furnished Facilities and Scope of Facility Use
Not Applicable.
37
OPERATING AGREEMENT
RIDE MUSKEGON
&
CITY OF MUSKEGON
TABLE OF CONTENTS
I. DEFINITIONS ......................................................................................................................... 2
II. TERM AND RENEW AL ....................................................................................................... 3
III. USE OF PREMISES .............................................................................................................. 3
A. Approvals .................................................................................................................. 3
B. Municipal Authorization ........................................................................................... 4
C. State Law ................................................................................................................... 4
IV. SERVICES ............................................................................................................................. 4
A. Establishing Goals .................................................................................................... 4
B. Location of Fleet ....................................................................................................... 4
C. Hours ..................................................................................................................... 4
D. Tracking .................................................................................................................... 4
V. EQUIPMENT .......................................................................................................................... 5
A. Installation of Shared-Mobility Devices ................................................................... 5
B. Application and Web Page ........................................................................................ 5
C. Usage ..................................................................................................................... 5
D. Maintenance by Operator .......................................................................................... 5
E. Facilities .................................................................................................................... 5
F. Removal by Muskegon ............................................................................................. 5
G. Standards ................................................................................................................... 5
H. Equipment Specifications, Maintenance, and Security ............................................. 6
VI. OPERATIONS ....................................................................................................................... 7
A. Support .................................................................................................................... 7
B. Business Operation ................................................................................................... 7
C. Custo1ner Service ...................................................................................................... 7
D. Staffing ..................................................................................................................... 7
E. Public Outreach ......................................................................................................... 7
F. Non-discritnination ................................................................................................... 7
G. Advertising Policies .................................................................................................. 7
VII. USER FEES .......................................................................................................................... 8
A. Responsibility ........................................................................................................... 8
B. Paytnent Methods ...................................................................................................... 8
VIII. GENERAL OPERATIONAL CONDITIONS ON USE ................................................. 8
A. Safety ..................................................................................................................... 8
B. Protocols ................................................................................................................... 8
C. Training ..................................................................................................................... 8
D. Speeds ..................................................................................................................... 8
E. Bicycle and Scooter Parking ..................................................................................... 8
IX. LOCATIONAL RESTRICTIONS ...................................................................................... 9
A. Out of Hub Fee .......................................................................................................... 9
B. Out of Area Fee ......................................................................................................... 9
C. Restricted Usage ........................................................................................................ 9
D. Operator's Response ................................................................................................. 9
E. Geofencing ................................................................................................................ 9
X. DATA ....................................................................................................................................... 9
A. Collection .................................................................................................................. 9
B. Sharing ..................................................................................................................... 9
C. Privacy ................................................................................................................... I 0
XI. COOPERATION AND DESIGNATED PARKING ZONE RESTRICTIONS ............ 10
XII. TERMINATION ................................................................................................................ 10
A. Breach by Operator ................................................................................................. 10
B. Breach by Muskegon .............................................................................................. 10
C. Voluntary by Operator or Muskegon ...................................................................... 11
XIII. CONDITION ON TERMINATION ............................................................................... 11
XIV. INTELLECTUAL PROPERTY ..................................................................................... 11
XV. MARKS ............................................................................................................................... 11
XVI. REPRESENTATIONS AND WARRANTIES ............................................................... 11
A. Operator. ................................................................................................................. 11
B. Muskegon ................................................................................................................ 12
XVII. INSURANCE ................................................................................................................... 12
A. Carrier ................................................................................................................... 12
B. Certificate of Insurance .......................................................................................... 12
C. Additional Insured .................................................................................................. 12
D. Cancellation ............................................................................................................ 12
E. Insurance Coverages ............................................................................................... 12
(1) Commercial General Liability Insurance ..................................................... 12
(2) Workers Compensation ................................................................................ 13
(3) Employers' Liability Insurance .................................................................... 13
(4) Commercial Business Automobile Liability Insurance ................................ 13
(5) Commercial Umbrella Liability Insurance ................................................... 13
(6) Application to Others .................................................................................... 13
(7) Maintaining Coverage .................................................................................. 14
(8) Continuing Obligation .................................................................................. 14
XVIII. INDEMNIFICATION ................................................................................................... 14
XIX. LIMITATION OF LIABILITY ...................................................................................... 14
XX. DAMAGE TO PROPERTY .............................................................................................. 15
XXI. TAXES ............................................................................................................................... 15
XXII. FORCE MAJEURE ........................................................................................................ 15
XXIII. DEFAULT ...................................................................................................................... 15
XXIV. SURCHARGES .............................................................................................................. 16
XXV. NOTICES AND REPRESENTATIVES ....................................................................... 16
XXVI. GENERAL PROVISIONS ............................................................................................ 16
A. Assign1nent ............................................................................................................. 16
B. Binding Effect ......................................................................................................... 16
C. Caption ................................................................................................................... 16
D. Counterparts ............................................................................................................ 17
E. Entire Understanding .............................................................................................. 17
F. Extinguishment and Replacement.. ......................................................................... 17
G. Modification ............................................................................................................ 17
H. Independent Counsel-Costs .................................................................................. 17
I. Interpretation ........................................................................................................... 17
J. Waiver ................................................................................................................... 17
I(. Registration ............................................................................................................. 17
L. Severability ............................................................................................................. 17
M. Survival of Certain Tenns ....................................................................................... 18
N. No Third-Party Beneficiaries .................................................................................. 18
0. Public Records ........................................................................................................ 18
P. Attorney's Fees ....................................................................................................... 18
XXVII. RELATIONSHIP ......................................................................................................... 18
XXVIII. ATTACHMENTS ....................................................................................................... 18
Attachment A: Notice to Proceed with E-scooters and E-bikes ....................................... 20
Attachment B: Key Performance Indicators .................................................................... 22
Attachment C: City of Muskegon Specific Area Conditions ........................................... 18
Attachment D: User Fees ................................................................................................. 27
Attachment E: Certificate of Insurance ............................................................................ 29
Attachment F: Approved locations for Shared-Mobility Devices and Shared-Mobility
Services ..................................................................................................... 30
Attachment G: Map of Furnished Facilities and Scope of Facility Use .......................... 18
OPERATING AGREEMENT
This Operating Agreement ("Agreement") is made by and between Ride Muskegon, LLC,
a Michigan limited liability company ("Operator"), and the City of Muskegon, Michigan
("Muskegon" and together with Operator, collectively, "Parties," or each a "Party"). The Parties
agree to the terms and conditions of this Agreement.
RECITALS
WHEREAS, the Parties agree to the following:
A. That authority to enter into this Agreement and, each Party represents and warrants
to the other that the execution and delive1y of this Agreement and the performance of such Party's
obligations, have been duly authorized.
B. The Parties acknowledge that the mutual promises and covenants contained herein,
and other good and valuable consideration are sufficient and adequate to support this Agreement.
C. Muskegon is a municipality incorporated under the laws of Michigan and has
jurisdiction over the operations conducted within its municipal boundaries.
D. A goal of Muskegon is to provide safe and affordable multi-modal transportation
options to all residents, reduce traffic congestion, and maximize carbon free mobility;
E. Scooter share and other Shared-Mobility devices, products, and services are a
component to help Muskegon achieve its transp01iation goals and Muskegon's desires to make
scooter share and related Shared-Mobility services available to residents and employees;
F. Operator is a qualified provider of electronic scooters ("e-scooters") and other
shared electronic mobility devices, products, and services and proposes to operate a scooter share
and Shared-Mobility program within Muskegon;
G. Operator requests the non-exclusive use of Muskegon streets, sidewalks, and public
ways to provide e-scooter and other electronic Shared-Mobility services efficiently and effectively;
and
H. The use of Muskegon streets, sidewalks, and public ways for e-scooter share and
other Shared-Mobility Devices is a benefit to the residents and businesses of Muskegon.
I. That the purpose of this Agreement is to establish the terms and conditions relating
to Operator's operation of e-scooter and other electronic Shared-Mobility services ("Shared-
Mobility Services") in the jurisdictions that make up Muskegon.
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THEREFORE, in consideration of the foregoing and the acceptance of all response,
verbal and written, submitted by Operator, hereby incorporated by reference, and intending to be
legally bound, the Parties enter into an Agreement for Shared-Mobility Services as follows:
I. DEFINITIONS
The following terms will be construed and interpreted as follows:
A. "Effective Date" means the date on which this Agreements is fully approved and
executed, as shown by the final signature on the signature page of this Agreement.
B. "Intellectual Property" means Operator's Shared-Mobility Devices and other
equipment, all materials and Marks prepared by Operator oi· its Affiliates in connection with this
Agreement, copyrights, software, patents, patent applications and patent disclosures and inventions
(whether patentable or not), all know-how, show-how and confidential information related to any
of the foregoing, and together with all of the moral rights in and goodwill associated therewith,
derivative works, corrections, enhancements, updates, modifications, tangible or intangible
proprietary information, rights to apply for registration, except for any confidential information of
Muskegon.
C. "Marks" means trademarks, service marks, trade secrets, trade dress, trade names,
logos, taglines, corporate names and domain names, insignia, and symbols or decorative signs.
D. "Operating Area" means the designated jurisdictional boundaries of Muskegon
where Shared-Mobility Devices are authorized to be operated by users.
E. "City Property" means propetty owned, leased, or controlled by the City of
Muskegon, including but not limited to public right of way, easements, city and regional parkland,
and green space surrounding City-owned Buildings.
F. "Shared-Mobility Devices" means e-bikes, e-scooters, and additional related
products provided by Operator to Muskegon approved and agreed to by the Parties in this
Agreement.
G. "Shared-Mobility Services" means all e-scooter and other electronic Shared-
Mobility services provided by Operator to Muskegon approved and agreed to by the Parties in this
Agreement.
H. "Designated Parking Zone" is a space located in the public right-of-way
specifically identified by City of Muskegon for parking Shared-Mobility Devices between trips,
which will not be used by any other company or Competitor, except for Operator, during this
Agreement. Muskegon reserves the right to change the "Designated Parking Zone" on sixty (60)
days' written notice, or as otherwise mutually agreed upon between the Parties in writing.
I. "Term" means collectively the Initial Term, and any potential Renewal Terms.
J. "Service Area" means the area within Muskegon's municipal boundaries.
2
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K. "E-Scooter" is defined as an electric skateboard, which includes a stand-on scooter
with an electric motor per Michigan Vehicle Code Act 300,257.660 (MCL 257-660).
L. "Electric Assist Bicycle" is defined as a bicycle equipped with an electric motor
that provides assistance only when the rider is pedaling and disengages or ceases to function when
the bicycle reaches a speed of twenty (20) miles per hour per Michigan Vehicle Code, Act 300,
257-13e (MCL 257-13e).
M. "Transit Zone" means any portion of a street, sidewalk, or other area intended for
use of transit vehicles or patrons, including bus stops, bus platforms, transit shelters, passenger
waiting areas, and bus layover and staging zones.
N. "Competitor" is defined as any person or entity that engages in any business, trade,
or similar operation to the type of business conducted by Operator within the Operating Area and
also competes with Operator in the Operating Area. Notwithstanding the foregoing, Lake Effect
Sport, LLC, a Michigan limited liability company ("Lake Effect"), will not be classified as a
Competitor regarding any current or future agreement between Lake Effect and Muskegon
concerning mobility devices owned by Lake Effect and offered for rent to and usage by their
customers. Accordingly, in the event Lake Effect and Muskegon enter into an agreement similar
to this Operating Agreement, Lake Effect's use of designated parking zones specifically identified
under such prospective agreement that are located on City Property within the Service Area will
not be subject to the restrictions and terms and conditions as contained in Article XI during the
term or any renewal term of this Agreement.
II. TERM AND RENEWAL
A. Initial Term. This Agreement and the Patiies respective performance will
commence on the Effective Date and continue for a period of five (5) years from the Effective
Date ("Initial Term"), unless sooner terminated as provided herein. Upon expiration of the Initial
Term, this Agreement will automatically renew for up to four (4) additional five (5) year periods
(each five (5) year period is a "Renewal Term") unless either Party provides written notice to the
other Party of its election not to renew no later than one hundred twenty (120) days prior to the
expiration of the Initial Term or a Renewal Term.
III. USE OF PREMISES
Subject to the conditions of this Agreement, Muskegon hereby grants Operator a license to
operate and provide the services and products described herein within its jurisdiction and to access
designated locations approved by Muskegon for the purpose of installing, establishing, and
maintaining docking stations, Shared-Mobility Devices and Services. This license is subject to the
following conditions:
A. Approvals. Operator will obtain all required federal, state, and local licenses and
permits necessary to perform the services. Operator will maintain good standing and comply with
all required federal, state, municipal and local laws, regulations, rules, and ordinances. If any
governmental restrictions are imposed on Operator that would necessitate alteration of the
performance of the services offered by Operator under this Agreement, Operator will immediately
3
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notify Muskegon and will work with Muskegon in good faith to modify the services in a way to
comply with such restriction but also maintains the essence of this Agreement.
B. Municipal Authorization. Operator acknowledges that it may be required to
obtain additional approvals from Muskegon to conduct certain aspects of its services, including
establishing docking stations in the public right of way. Muskegon agrees to assist Operator, as
appropriate, with navigating its approval procedures to obtain required licenses, permits,
authorizations, approvals, licenses, or consents. Notwithstanding this commitment, Muskegon
cannot guarantee approval of any application or request of Operator and nothing in this Section
will be interpreted to do so. Furthermore, if such authorization cannot be obtained, the Agreement
will not become binding on Operator and neither Party will be held liable for such failure.
C. State Law. The Parties acknowledge that use of the Shared-Mobility Devices is
subject to the laws of the State of Michigan. To the extent legislative efforts are needed at the state
level, Operator will be solely responsible for all such efforts that may be necessary.
IV. SERVICES
A. Establishing Goals. Fleet size and service areas will be based on reasonable goals.
Patties will work together to create and update goals based on data and usage. Operator will
comply with all reasonable requests to deploy, establish, and maintain Shared-Mobility Devices
and Services, throughout the jurisdiction of Muskegon, based on the goals set by the Parties subject
to the conditions contained in this Agreement. Both Patties acknowledge that during a global
pandemic which has created great uncertainty in the production and movement of products
throughout the world. It is acknowledged that the project goals above are subject to change.
Therefore, Parties will provide written notice if a goal will not be achieved and such failure to
achieve a goal will not be considered a breach of this Agreement.
B. Location ofFleet. Operator will decide how to distribute Shared-Mobility Devices
and docking stations within the service area after consultation with Muskegon and its appropriate
municipal depa1tments to ensure reasonable distribution. Operator will only locate Shared-
Mobility Devices and docking stations once written approval has been given by Muskegon's
appropriate depa1tments (which will be identified and disclosed by Muskegon to Operator
contemporaneously with executing this Agreement, or within a reasonable amount of time
thereafter). Once a location has been approved in writing it will be attached to this Agreement as
Attachment F and updated as needed.
C. Hours. Operator will provide a safe, clean, and accessible system that allows
public access and use of Shared-Mobility Devices and docking stations twenty-four (24) hours per
day, seven (7) days a week, unless weather inhibits use of Operator's system for any period of
time, in accordance with Attachment B, "Key Performance Indicators."
D. Tracking. Operator and Muskegon's appropriate depattment(s) (which will be
identified and disclosed by Muskegon to Operator contemporaneously with executing this
Agreement, or within a reasonable amount of time thereafter) will communicate data and work
together to designate operating areas and regulate and track electric assist functions for Shared-
Mobility Devices through geo-fencing or other available means, as agreed upon by the Parties and
4
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otherwise described in the specific conditions found in this Agreement as Attachment C, "City of
Muskegon Specific Area Conditions."
V. EQUIPMENT
Operator will provide the following equipment on or before the date on which the Shared-
Mobility Devices are deployed as required by this Agreement:
A. Installation of Shared-Mobility Devices. Operator will supply, install, deploy,
establish, and maintain the quantity of e-bikes, e-scooters, and docking stations as needed by
Muskegon.
B. Application and Web Page. Operator will establish a downloadable mobile
application where users can order services and obtain information. Operator will make the mobile
application available for download in Apple iOS and Android so that customers may download the
mobile application to their mobile devices and register for an account, subject to their acceptance
of the end user license agreement and other legal notices related to the mobile application.
Operator will make the mobile application available for use in connection with use of the Shared-
Mobility Devices, including unlocking a Shared-Mobility Device from a docking station.
C. Usage. Operator will have all necessary software and technology to be able to
monitor customer usage of Operators equipment and to make adjustment to quantities of Shared-
Mobility Devices at applicable docking stations.
D. Maintenance by Operator. Operator will maintain its Shared-Mobility Devices,
docking stations, mobile application, web page, and all software and technology in good working
order in accordance with the key performance indicators set f01th in Attachment B, including
routine and necessary maintenance and repairs.
E. Facilities. Muskegon agrees to furnish, without charge, mutually agreeable
locations and adequate municipal space for use by Operator and Operator's personnel for storage
and for performing services as maybe reasonably necessary under this Agreement and found in
this Agreement as Attachment G, "Map of Furnished Facilities and Scope of Facility Use."
Muskegon reserves the right to alter the "Facilities" upon sixty (60) days' written notice.
F. Removal by Muskegon. If an area in proximity to a docking station or other
pro petty owned by Operator requires maintenance, is the location of an event, or otherwise requires
access by an agent of Muskegon, Muskegon may, with seven (7) day's advance written notice to
Operator, require the Operator to move its property. Such relocation may be temporary or
permanent; if permanent, Muskegon will work in good faith with the Operator to find a
replacement location. Such relocation will be at the Operator's expense. If Muskegon is forced
to move Operator's property, Muskegon will not be liable for any resulting damage to this
property.
G. Standards. All Shared-Mobility Devices and docking stations will comply with
all safety standards established by the United States Consumer Product Safety Commission and any
other standard established under federal, state, and local law.
5
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H. Equipment Specifications, Maintenance, and Security. Operator will ensure that:
(1) All scooters must meet the requirements for lighting equipment set forth in
Michigan Vehicle Code 257.662.
(2) All bicycles and scooters must be powered by electric motor (internal
combustion engines are not permitted).
(3) Each bicycle and scooter must have a unique identifier, such as a number
visible to the user of the bicycle and scooter.
(4) All bicycles and scooters must include on-board GPS capabilities to ensure
Operator's ability to locate and retrieve bicycles and scooters at any time as
needed.
(5) Each bicycle and scooter must be maintained in a safe and operable
condition, and any bicycles or scooters deemed to be inoperable or unsafe
must be immediately made unavailable for use and removed from city
property.
(6) Operator will have the ability to remotely lock or disable any Shared-
Mobility Device deemed unsafe by either Party. Operator will remotely
lock or disable any unsafe Shared-Mobility Device upon request by
Muskegon.
(7) Operator must provide customers and city staff with a twenty-four (24) hour
customer service phone number and electronic communication method(s)
for repo1ting safety or maintenance issues with Shared-Mobility Devices,
or to ask questions or register complaints.
(8) All Shared-Mobility Devices, docking stations, and equipment used by
Operator in connection with this Agreement, unless otherwise expressly set
fo1th in this Agreement, will remain the prope1ty of Operator, and will at
no time be deemed a fixture or property belonging to Muskegon or any
other party. Any equipment belonging to Muskegon used in connection
with this Agreement, unless otherwise expressly set fotth in this Agreement,
will remain the property of Muskegon. The Parties will not directly or
indirectly cause or create any mo1tgage, pledge, lien, charge, security
interest, claim or other encumbrance on or with respect to such equipment.
(9) Operator will require its users to acknowledge and accept the applicable
laws for operation of bicycles and scooters in the city of Muskegon and as
required in MCL Article 257, Sections 642(1), 648,656,662,676,679, 69,
and 79 and any applicable City of Muskegon Ordinance and require that
users comply with these laws prior to use.
(10) Operator must require its users to acknowledge and accept that the customer
will not use the bicycles or scooters in a manner that is illegal, reckless, or
in a manner that endangers others.
6
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VI. OPERATIONS
A. Support. Operator will provide ongoing support, training, parts, and other agreed
upon services and actions for its local operational personnel to ensure continued access and
enjoyment by users without interruption.
B. Business Operation. Operator will be solely and exclusively responsible for
system operations, maintenance, collection of fees and revenues, and promotion of products.
Muskegon acknowledges and agrees that Operator may, at its sole discretion, use subcontractors
and consultants to perform some or all of the services or provide devices under this Agreement.
In the event Operator utilizes subcontractors or consultants to perform any services or provide any
of the devices, Operator will remain responsible under this Agreement.
C. Customer Service. Operator will maintain a call center that can be accessed by
the public by phone or electronically. Operator will sufficiently staff such facilities and provide
all tools, parts, training, supplies, and equipment to ensure the highest level of customer service
with minimum response time waits.
D. Staffing. Operator will maintain qualified personnel and ensure adequate staffing
to respond to customer demands, including staffing for expected large-scale community and
college events. Operator will employ sufficient staff, contractors, and vendors in number and skill
to be capable of providing the services.
E. Public Outreach. At the request of Muskegon, Operator may have a designated
representative attend Muskegon-led public events and meetings as decided at the sole discretion
of Operator.
F. Non-discrimination. Operator, for itself, its successors in interest, and assigns, as
a part of the consideration hereof, does hereby covenant and agree that no person on the grounds of
race, color, national origin, veteran status, gender, sexual orientation, disability, or any other
protected class will be excluded from participation in, denied the benefits of, or be otherwise
subjected to discrimination in the use of any of its services.
G. Advertising Policies. If Operator desires to advertise on its equipment, any
advertisements must be pre-approved by Muskegon, and meet local and state advertising
regulations before they are installed or otherwise displayed. Such requests to Muskegon must
either be approved or denied in writing within twenty-one (21) business days of any written request
by Operator and, if Muskegon does not timely provide its decision, the advertisement will be
deemed approved for use. Operator agrees to abide by Muskegon's advertising restrictions related
to advertisements and understands that Muskegon will have a right to review in advance, monitor
and or disallow all advertising that Operator proposes to install or display, in its sole discretion.
Muskegon will have the right to request, in writing, the removal of any advertising and Operator
will have twenty-one (21) business days to comply with the written request. Muskegon will not
be entitled to any revenue generated from advertising under this Agreement.
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VII. USER FEES
In addition to any other fees required under this Agreement, Operator may establish,
charge, and collect user fees from customers for the use of Operator's e-bikes and e-scooters ("User
Fees"), subject to the following conditions:
A. Responsibility. Operator will be solely responsible for processing and handling all
payments, fees, penalties, or other monetary transactions by users of the system.
B. Payment Methods. Operator's system will be designed to automatically complete
financial transactions entered with data input at its mobile application.
VIII. GENERAL OPERATIONAL CONDITIONS ON USE
A. Safety. Operator will require any user renting its Shared-Mobility Devices to have
read and acknowledged reading safety requirements and conditions of use. Operator and
Muskegon will work together to identify such safety requirements and conditions of use, but at a
minimum, such conditions will include informing the user that a helmet should be used for the
operation of Shared-Mobility Devices, speed limitations for such devices, and location restrictions
for such devices. User's injury or violation of any applicable law or sanctions for any illegal or
improper use of bicycles or scooters including, but not limited to, parking violations, will not
constitute Operator's failure to notify users of all applicable laws, codes, ordinances, and safety
guidelines as required under this Agreement.
B. Protocols. Operator will develop and maintain protocols that can be utilized for
handling extreme weather events, emergency situations, extraordinary events, and maintenance
activities. These protocols will be made available to Muskegon upon request.
C. Training. Operator will develop and provide at least one training/educational class
at a location, to be determined by Muskegon, demonstrating how to access and use Shared-
Mobility Devices and Shared-Mobility Services. Operator will report back to Muskegon on
attendance and engagement for the training upon completion. Operator will work with Muskegon
to develop and implement a marketing and outreach plan for the training class.
D. Speeds. Subject to further restrictions under this agreement, Operator will ensure
that the maximum operating speed for the electric function of Shared-Mobility Devices does not
exceed twenty (20) miles per hour for e-bikes and fifteen ( 15) miles per hour for e-scooters and will
work with Muskegon to implement speed restriction zones where necessary.
E. Bicycle and Scooter Parking. Muskegon, at its own discretion, may support the
Shared-Mobility Services and Shared-Mobility Devices with the installation of racks and or
Designated Parking Zones in Muskegon to assist with the orderly parking of Shared-Mobility
Devices throughout the service area. The decision to undertake such action, and the decision as to
where such racks or parking areas will be located will be the sole discretion of Muskegon.
8
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IX. LOCATIONAL RESTRICTIONS
A. Out of Hub Fee. Operator will charge a user a minimum fee of _ _ ($_ )
dollars for failing to dock a Shared-Mobility Device to an approved designated structural or virtual
docking station under this agreement.
B. Out of Area Fee. Operator will charge a user an Operator-determined fee for
leaving a Shared-Mobility Device in a location outside the Operating Area.
C. Restricted Usage. Operator will ensure that the electronic assist function of any
Shared-Mobility Device that operates outside the Operating Area is automatically disabled once the
Shared-Mobility Device leaves the Operating Area.
D. Operator's Response. Operator will include contact information on each Shared-
Mobility Device where complaints can be received. Operator will also include information about
how complaints can be repmted to Operator when Shared-Mobility Devices are accessed. If
Operator receives a complaint that any Shared-Mobility Device has been improperly parked or not
docked to a designated structural or vi1tual docking station, Operator will respond to the complaint,
remove the Shared-Mobility Device from its current location, and return the Shared-Mobility
Devices to an appropriate structural or vi1tual docking station within a reasonable amount of time.
E. Geofencing. Muskegon reserves the right to mandate Operator use geofencing or
other in-app methods to prohibit parking, using, or locking scooters in specified areas, and or to
direct users to specified parking areas, to make such request, Muskegon must document in writing
how such geofencing measures are necessary for the public health, safety, and welfare of
Muskegon. Operator will also use geofencing or other in-app methods to limit speed of bicycles
and scooters in designated areas. Operator will comply with any geofencing requirements within
five (5) business days of a written request made by Muskegon or any of its respective municipal
depmtments.
X. DATA
A. Collection. Operator will collect data related to the use of its Shared-Mobility
Devices. Such data will include number of users, number of trips, trip origin/destination and
routes, trip time, trip mileage, docking station usage, devices in service, operable devices, and other
data related to the key performance indicators set forth in Attachment B. Such data may also
include carbon impacts, calories burned, and money saved. Operator will also collect real time
data on the location of Shared-Mobility Devices, maintenance status, customer complaints,
response times, aggregate system use, crashes, damaged/lost vehicles, fee collection/revenue. All
data collected, including GPS tracking, will be based upon information collected from the Shared-
Mobility Devices and not from a user's phone. Operator may provide users with user surveys only
if surveys are opt-in and all survey questions are approved by Muskegon prior to use.
B. Sharing. Within seven (7) days of receipt of a written request by Muskegon or any
of this respective municipal departments, Operator will provide Muskegon with data collected
pursuant to this Section during the term of this Agreement. Operator will also supply data on
request for special projects, as part of transportation and infrastructure planning, and any other
reasonable requests. Data will be provided in MDS format to the Muskegon and any other third
9
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party approved by Muskegon. Muskegon retains the right to request aggregated reports on system
use, compliance, and operations in other available formats (.csv, .excel, or similar), if such request
are deemed reasonable. Shared data will be anonymized to be available to the public for use in
applications not affiliated with Operator or Muskegon.
C. Privacy. Operator will keep all data collected anonymous and not collect
personally identifiable information so that such data may be disseminated to the public and not for
use in third-party applications. Operator will provide each user with a clear and upfront description
of data collected to users to ensure that the user fully understands and agrees to data collection.
This will include a clear identification of data collected while using Operator's website and or
mobile application. To protect the user's privacy interest, Operator will not include any provision
requiring a user to agree that personally identifiable information may be shared with third parties.
Operator will not include any provision requiring a user to agree to data sharing from a user's
personal device to use Operator's services. Rather, Operator will include an opt-in function for
access and data collection from a user's personal device.
XI. COOPERATION AND DESIGNATED PARKING ZONE RESTRICTIONS
A. Good Faith Dealings. Muskegon agrees that Operator will provide Shared-
Mobility Services and Shared-Mobility Devices within the Service Area or Operating Area during
the term of this Agreement. Muskegon will make all reasonable and good faith efforts, and to the
best and fullest extent of Muskegon's ability, to coordinate with Operator to ensure that all required
resources are made available to Operator.
B. Designated Parking Zone Usage Restrictions. During the term of this
Agreement, Muskegon agrees not authorize any other person, company, Competitor, or any
similarly defined individual or entity, to use any Designated Parking Zone, or similarly defined
parking space, located on City Property and within the Operating Area, within five hundred (500)
feet of a Designated Parking Zone used by Operator.
XII. TERMINATION
A. Breach by Operator. Muskegon may terminate its participation in this Agreement
due to a material breach of Operator by providing written notice to Operator and giving Operator
thirty (30) days to correct the breach. If Operator fails to correct the breach to the satisfaction of
Muskegon within thirty (30) days of Operator's receipt of the notice, Muskegon may terminate its
participation in this Agreement immediately.
B. Breach by Muskegon. If Muskegon commits a material breach of this Agreement,
Operator may terminate its responsibilities to Muskegon under this Agreement by providing notice
to Muskegon and give Muskegon sixty (60) days to correct the breach. If Muskegon fails to correct
the breach to the satisfaction of Operator within sixty (60) days, Operator may immediately
terminate its obligations to Muskegon.
K:\Parent, Stephen\Ride Muskegon, LLC\Operating Agreement - final.docx
C. Voluntary by Operator or Muskegon. Operator may voluntarily terminate this
Agreement by providing Muskegon ninety (90) days' written notice prior to the desired
termination date. After December 31, 2023, Muskegon may voluntarily terminate this Agreement
by providing Operator ninety (90) days' written notice prior to the desired termination date.
XIII. CONDITION ON TERMINATION
Upon expiration or termination of this Agreement, Operator will remove all Shared-
Mobility Devices, docking stations, and any other equipment within thirty (30) days and return the
applicable premises to the same condition as it existed prior to this Agreement, unless otherwise
agreed to in writing with Muskegon.
XIV. INTELLECTUAL PROPERTY
All rights in Operator's Intellectual Property related to the services provided under this
Agreement, are and will be owned by Operator (or, in ce1tain instances, by its Affiliates), and not
by Muskegon. Operator hereby grants Muskegon a limited license to use all such Intellectual
Property rights solely in connection with the services during the term, free of additional charge
and on a non-exclusive, worldwide, non-transferable, non-sub licensable, fully paid-up, and
royalty-free basis, to the extent necessary to enable Muskegon to make reasonable use of the
services. Muskegon acknowledges and agrees that other than as expressly provided herein,
nothing in this Agreement will be construed as Operator directly or indirectly, selling, leasing,
licensing, pledging, sublicensing, lending, encumbering or otherwise transferring any of the
foregoing Intellectual Property rights other than in connection with the services.
XV. MARKS
No Patiy grants to the other Party any right in or license to use such Party's Marks, other
than as expressly set fo1th in this Agreement. Any signage or communication containing a Patiy's
Marks must be approved by that Party, in advance.
XVI. REPRESENTATIONS AND WARRANTIES
A. Operator. Operator represents and warrants that (a) it is duly authorized to do
business by the State of Michigan; (b) it has the lawful power to engage in the business it presently
conducts and contemplates conducting, and is not party to any investigation, proceeding or action
by any governmental authority which may materially affect its ability to effectuate its obligations
under this Agreement and, in the event that it becomes such a party, will immediately notify
Muskegon of such investigation, proceeding or action; (c) it has the authority to execute and carry
out this Agreement and to perform its obligations hereunder, and has obtained all necessary
authorizations in connection therewith; (d) it has obtained and will obtain from time to time any
and all licenses, permits or other approvals required under applicable law, which license, permits
or other approvals will be kept current at all times throughout the Term; (e) the execution, delivery
and performance of under this Agreement will not conflict with, result in the breach of, constitute
a default under or accelerate performance required by its constituent documents or internal
regulations, any applicable law or any material covenant, agreement, understanding, decree,
judgment, indenture, instrument or order to which it is a patty or by which it or any of its properties
11
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or assets is bound or affected; and (f) it will comply with all applicable law related to this
Agreement and will cooperate fully with Muskegon in complying with such applicable law.
B. Muskegon. Muskegon represents and warrants that they are the governmental
authority with jurisdiction over its respective premises, that they have obtained all necessary
approval and possess the legal authority to enter into this Agreement, and have taken all actions
required by its procedures, by-laws, or applicable laws to exercise that authority, and to lawfully
authorize its undersigned signatory to execute this Agreement and to bind themselves to its terms.
XVII. INSURANCE
Prior to the Effective Date of this Agreement, Operator will obtain insurance coverage
meeting each requirement and condition set forth herein.
A. Carrier. Operator will obtain insurance coverage from an insurance company
registered and licensed to do business in the State of Michigan and having an A.M. Best insurance
rating of at least A- financial size category VIII or better by the latest Best Insurance Report or has
an analogous rating from a comparable rating service approved by Muskegon.
B. Certificate oflnsurance. Proof of insurance and compliance with all requirements
in this section should be evidenced on a certificate of insurance acceptable to Muskegon. The
certificate will, at a minimum, contain the following: (I) authorized agent information; (2) insured
information; (3) insurance company information; (4) description of policies, including coverage
types and amounts; (5) policy number(s) and period(s); (6) limits of liability; (7) Muskegon's
information as additional insured and certificate holder; and (8) cancellation information. The
certificate of insurance must be received by Muskegon prior to the Effective Date of this
Agreement.
C. Additional Insured. Each required insurance policy (except for workers'
compensation) will name Muskegon as an additional insured and loss payee.
D. Cancellation. All certificates will contain a provision stating that the coverages
afforded under said policies will not be cancelled, materially changed, or not renewed without at
least thirty (30) days written prior notice to Muskegon, or fifteen ( 15) days for non-payment. The
policies will not be subject to invalidation as to any insured by reason of any act or omission of
another insured or any of its officers, employees, agents, or other representatives, and will contain
a clause to the effect that such policies and the coverage evidenced thereby will be primary with
respect to any policies carried by Muskegon, and that any coverage carried by Muskegon will be
excess msurance.
E. Insurance Coverages. During the term of this Agreement, Operator agrees to
purchase and maintain the following types of insurance coverages, consistent with the policies and
requirements of Muskegon and provide evidence of continuing coverage to Muskegon:
(1) Commercial General Liability Insurance. Operator will procure
Commercial General Liability Insurance, on an occurrence form, providing all major
divisions of coverage, including but not limited to: (1) Premises Operations; (2) Products
and Completed Operations; (3) Personal Injury and Advertising liability; (4) Fire legal
12
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liability. The Commercial General Liability Insurance will provide the following
minimum limits:
General Aggregate: $2,000,000
Products-Completed Operations $2,000,000
Personal & Advertising Injury $1,000,000
Each Occurrence $1,000,000
Damage to Rented Premises $250,000
Med. Expense (Any one person) $5,000
(2) Workers Compensation. Operator will provide Workers' Compensation
coverage in accordance with the statutory limits as established by the State of Michigan
and with a minimum limit for employer's liability no lower than the following: Bodily
Injury by Accident - $500,000 each accident; Bodily Injury by Disease - $500,000 each
employee. Operator will require all contractors and subcontractors performing work on its
behalf under this Agreement to obtain an insurance certificate showing proof of Workers'
Compensation coverages and Operator will require that all subcontractors submit
ce1tificates of such insurance to Muskegon prior to performing.
(3) Employers' Liability I~surance. Operator will also maintain Employers'
Liability Insurance Coverage with limits of at least:
Bodily Injury by Accident: $500,000 each accident
Bodily Injury by Disease: $500,000 policy limit
$500,000 each employee
(4) Commercial Business Automobile Liability Insurance. Operator will
provide Commercial Business Automobile Liability Insurance, which will include
coverage for bodily injury and prope1ty damage liability arising from the operation of any
owned, non-owned, or hired automobile. The Commercial Business Automobile Liability
Insurance Policy will provide not less than $1,000,000 Combined Single Limits for each
accident.
(5) Commercial Umbrella Liability Insurance. Operator will provide a
Commercial Umbrella Liability Insurance Policy to provide excess coverage above the
Commercial General Liability, the Commercial Business Automobile Liability, and
Employers' Liability on a follow form basis in addition to the minimum limits set forth
herein. The minimum amount of Umbrella limits required above the coverages and
minimum limits stated above will be $2,000,000 per occurrence and $2,000,000 in the
aggregate.
(6) Application to Others. Operator will require all contractors,
subcontractors, agents, or workers performing work or services on its behalf in fmtherance
of this Agreement to obtain an insurance coverage meeting the requirements of this Section
as evidence on a certificate of insurance. Operator will require that all such persons submit
certificates of such insurance to Muskegon prior to performing work or services.
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(7) Maintaining Coverage. Muskegon may require copies of any insurance
policies entered into by Operator, and Operator is responsible for annually verifying and
confirming in writing to Muskegon that all sub-contractors, agents, operators or workers
meet the minimum coverage and limits plus maintain current certificates of coverage, and
that all work activities related to this Agreement will meet minimum coverage and limits,
with any sub-contractors, agents, operators or workers complying with the same insurance
requirements as Operator.
(8) Continuing Obligation. Unless otherwise expressly provided herein, the
obligation to insure as provided herein continues throughout term of this Agreement and
will not terminate until this Agreement has expired or been terminated, and the right to
occupy the premises is returned to Muskegon.
XVIII. INDEMNIFICATION
Operator will-at its sole cost and expense-indemnify, defend, and hold harmless
Muskegon, its officers, agents, and employees, its successors and assigns, individually or
collectively, from and against all liability and any claims, suits, expenses, losses, judgments,
proceedings, damages, expenses, demands, suits, costs (including costs of defense, reasonable
attorney fees, and reasonable professional fees incurred in defense or incurred in enforcement of
this indemnity), and causes of action of every kind or character whatsoever, directly or indirectly
arising from, related to, or connected with, in whole or in part, Operator's services under this
Agreement, including but not limited to claims directly or indirectly arising from, related to or
connected with, in whole or in part: any act, omission, fraud, wrongful or reckless conduct, fault
or negligence by Operator, or its officers, directors, agents, employees, subcontractors or suppliers
of any tier, or by any of its employees, agents, or persons under its direction or control.
XIX. LIMITATION OF LIABILITY
Notwithstanding any other provision of this Agreement, and to the fullest extent permitted
under applicable law, no Party will be liable to the other Party for any indirect, special,
consequential, moral, exemplary, or punitive damages, or for any loss of use, loss of production,
loss of revenue or profits, cost of capital, loss of goodwill, or loss of opp01tunity, arising out of or
in connection with, this Agreement, whether based in contract, tort, or any other theory at law or
in equity, regardless of whether such damage was foreseeable and each Patty expressly releases the
other Party from any such liability. The limitations on liability in this Section will not apply to: (I)
a Party's criminal or fraudulent conduct; (2) Operator's obligations of indemnification; (3) any
applicable insurance proceeds; or (4) anything prohibited by applicable law governing the Parties.
Each Party assumes all risks of personal injury and property damage attributable to the acts
or omissions of such Patty or any of its affiliates, to the degree that such damage is attributable to
such Party or its affiliate. Operator makes no warrant whatsoever with respect to the services
(including, for clarification, the deliverables, and the services), including any: (i) warranty of
merchantability, (ii) warranty of fitness for a particular purpose, or (iii) warranty against
infringement of intellectual property rights of a third party, whether express or implied by law,
course of dealing, course of performance, usage of trade or otherwise.
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XX. DAMAGE TO PROPERTY
Operator will only be responsible held responsible for damage to property belonging to
Muskegon only to the extent caused by an act or omission of the Operator, its agents, or employees.
Operator will be responsible for repairing any damaged property and will pay the costs, therefore.
XXI. TAXES
The Parties will be solely responsible for their respective taxes, if any, and related interest
or penalties, incurred by such Party in respect of this Agreement including, without limitation, any
federal, state, or local income tax, and any withholding or employment taxes imposed upon such
Party, including in respect of any advertising revenue to such Party. To the extent that Muskegon
owned real property becomes taxable due to this Operating Agreement, Operator will reimburse
Muskegon for such taxes.
XXII. FORCE MAJEURE
Neither Party will be deemed to have breached this Agreement if it is prevented from
performing any of its obligations hereunder by reason of acts of God, acts of the public enemy,
acts of superior governmental authority, weather conditions, riots, rebellion, sabotage, or any other
circumstances for which it is not responsible or which is not under its control, and the Party
experiencing force majeure gives written notice to the other Party identifying the nature of such
force majeure, and when it began. The Party experiencing force majeure will take immediate action
to attempt to remove such causes of force majeure as may occur from time to time and its
operations under this Agreement will be resumed immediately after such cause has been removed,
provided that neither Party will be required to settle any labor dispute except upon terms that the
Party deems acceptable. The suspension of any obligations under this Section will not cause the
term of this Agreement to be extended and will not affect any rights accrued under this Agreement
prior to the occurrence of the force majeure. The Party giving notice of the force majeure will also
give notice of its cessation.
XXIII. DEFAULT
A. Default. If Muskegon enters into any agreement with a Competitor authorizing
Competitor to provide Competitor's shared mobility devices and services within the Operating
Area that conflicts with this Agreement, including but not limited to the Designated Parking Zone
Restrictions set fo1th in A1ticle XI, Operator may have a court of competent jurisdiction issue an
injunction against Competitor and Muskegon in favor of Operator, declare this Agreement
breached by Muskegon, and order that the agreement between Muskegon and Competitor be
voided. This provision will not be construed to prevent specific performance of this Agreement
or of any of its conditions by either Party.
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XXIV. SURCHARGES
A. Surcharge for Unlocking a Shared-Mobility Device. During the term of this
Agreement, in addition to the User Fees charged by Operator to users of Shared-Mobility Devices,
Operator agrees to include an additional surcharge of $.25 to each user for each time a user unlocks
a Shared-Mobility Device ("Surcharge"). The Surcharge will be paid by users and collected by
Operator in similar manner as all other User Fees paid for their use of Operator's Shared-Mobility
Device. The Surcharges will initially be retained by Operator for the benefit of Muskegon and
then will be remitted to Muskegon in accordance with Section (B), below.
B. Payment of Surcharges; Accounting. On the fifteenth (15 th) day of each month
during the term of this Agreement, Operator will remit to Muskegon the total dollar amount of
Surcharges paid by users to Operator during the preceding month ("Monthly Surcharge Payment").
In addition to the Monthly Surcharge Payment, Operator will make a reasonable, good faith effmt
to simultaneously provide Muskegon with financial reports or accountings detailing the number
and dollar amount of Surcharges paid by users in order for Muskegon to calculate the total
Surcharge Payment owed to Muskegon by Operator.
XXV. NOTICES AND REPRESENTATIVES
All notices and communications related to this Agreement should be made to the following
representatives for each Party. Each such notice, request, or other communication will be effective
five (5) business days after depositing in the mail or forty-eight (48) hours after the date on which
an e-mail notice is verified as received.
Ride Muskegon, LLC City of Muskegon
Attn: Stephen Parent Attn: Frank Peterson
Title: Member Title: City Manager
Email: stephen@ridemuskegon.com Email: frank.peterson@shorelinecity.com
Phone#: 231-557-6446 Phone#:
Address: 10574 Robert F Ln. Address: City of Muskegon
West Olive, MI 49460 933 Terrace St.
Muskegon, MI 49440
XXVI. GENERAL PROVISIONS
A. Assignment. Neither Muskegon nor Operator will assign this Agreement, transfer,
or otherwise sublet any part of the Services without the expressed written consent of the other, and
such consent will not be unreasonably withheld.
B. Binding Effect. All provisions of this Agreement, including the benefits and
burdens, will extend to and be binding upon the Patties respective heirs, legal representatives,
successors, and assigns.
C. Caption. The captions and headings in this Agreement are for convenience of
reference only and will not be used to interpret, define, or limit its provisions.
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D. Counterparts. This Agreement may be executed in multiple identical
counterparts, all of which will constitute one agreement.
E. Entire Understanding. This Agreement represents the complete integration of all
understandings between the Parties and all prior representations and understandings-oral or
written-are merged herein. Prior or contemporaneous additions, deletions, or other changes will
not have any force or affect whatsoever, unless embodied herein.
F. Extinguishment and Replacement. This Agreement extinguishes and replaces
any prior agreements between the Parties related to the services described herein upon the Effective
Date.
G. Modification. Modifications of this Agreement will not be effective unless agreed
to in writing by the Parties in a formal written amendment to this Agreement, properly executed
and approved by all the Parties.
H. Independent Counsel-Costs. The Parties acknowledge and agree that the terms
and conditions of this Agreement have been freely and fairly negotiated. Each Party acknowledges
that in executing this Agreement it has relied solely on its own judgment, belief and knowledge,
and such advice as it may have received from its own counsel, and that it has not been influenced
by any representation or statement made by the other Party or such Party's Affiliates, including its
counsel. Each Party will pay its own fees and expenses incurred in connection with the negotiation,
drafting and execution of this Agreement, and in respect of the transactions contemplated by this
Agreement (including, without limitation, attorney's fees, and costs).
I. Interpretation. The language in all parts of this Agreement will in all cases be
construed simply according to its fair meaning and not strictly construed against any Party. This
Agreement will be construed, and performance thereof will be determined in accordance with the
laws of the State of Michigan.
J. Waiver. No waiver of any provision of this Agreement will be effective unless the
same will be in writing and signed by the Patty making such waiver, and any such waiver will
apply only to the specific occasion which is the subject of such waiver or consent and will not
apply to the occurrence of the same or any similar event on any future occasion. No delay express
waiver of any provision of this Agreement will be deemed to be or will constitute a waiver of any
other provision whether or not similar, and no waiver will constitute a continuing waiver. Any
delay in enforcement of any provision hereof will not constitute a waiver thereof.
K. Registration. During the term of this Agreement, Operator will be registered as a
business in good standing with the State of Michigan and be a recognized business entity
authorized to transact business in the State.
L. Severability. The invalidity or unenforceability of any provision of this Agreement
or the agreement documents will not affect the validity or enforceability of any other provision,
which will remain in full force and effect, provided that the Parties can continue to perform their
obligations under this Agreement in accordance with the intent of this Agreement.
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M. Survival of Certain Terms. Notwithstanding anything herein to the contrary,
provisions of this Agreement requiring continued performance, compliance, or effect after
expiration or termination will survive such expiration or termination and will be enforceable by
Muskegon if Operator fails to perform or comply as required.
N. No Third-Party Beneficiaries. This Agreement does not and is not intended to
confer any rights or remedies upon any person or entity other than the Parties. Enforcement of
this Agreement and all rights and obligations hereunder are reserved solely to the Parties. Any
services or benefits which third parties receive because of this Agreement are incidental to this
Agreement, and do not create any rights for such third parties.
0. Public Records. All information in this Agreement, or related to this Agreement,
is subject to the provisions of the Freedom of Information Act 1976 no. 442, as amended, MCL
15 .321, or latest revision thereof.
P. Attorney's Fees. Each Party will be responsible for their legal fees resulting from
the enforcement of this Agreement or any rights under this Agreement.
XXVII. RELATIONSHIP
The Parties agree that the Operator is an independent contractor. To that end, the Operator
will determine the method, details, and means of performing the work, but will comply with all legal
requirements in doing so. The Operator will provide its own tools, materials, or equipment. The
Patties agree that neither the Operator nor its principal is an employee of Muskegon or any of its
depaitments, agencies, or related entities. The Parties also agree that neither the Operator nor its
principal is entitled to any employee benefits from Muskegon. Operator understands and agrees that
it and its members have no right to claim any benefits under Muskegon's employee retirement system,
Muskegon 's worker's compensation benefits, health insurance, dental insurance, life insurance, or
any other employee benefit plan offered by Muskegon.
XXVIII. ATTACHMENTS
The following attachments are in draft form and upon signing this Agreement, the parties
will work in good faith to finalize, adopted, and make part of this Agreement:
Attachment A: Notice to Proceed with E-scooters and E-bikes
Attachment B: Key Performance Indicators
Attachment C: City of Muskegon Specific Area Conditions
Attachment D: User Fees
Attachment E: Certificate of Insurance
Attachment F: Approved locations for Shared-Mobility Devices and
Shared-Mobility Services
Attachment G: Map of Furnished Facilities and Scope of Facility Use
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The Parties have signed this Agreement as of the Effective Date.
CITY OF MUSKEGON
Jh?nl
Dated: .,.v~ ;t ,2022 By:
0,. -;
~1111kPeter&onJjj/1J
fv Its: City Manager
RIDEMUSKE~
Dated: March <'.3 Lf' 2022 By:_..,~..,_~,s..-,,:;..--==--==-"'----------
p Stephen Parent
Its: e ber
Dated: March 04 , 2022 By:
my~
Puffer
Its: Member
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ATTACHMENT A
Notice to Proceed with Program
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K:\Parent, Stephen\Ride Muskegon, LLC\Operating Agreement - final.docx
SAMPLE
NOTICE TO PROCEED
City of Muskegon
To: Ride Muskegon, LLC Date:
Contract: Operating Agreement for electric bikes and scooters in the City of Muskegon
Project: Shared-Micro Mobility Project
Authorization: You are notified that, in accordance with the Operating Agreement dated
_ _ _ , 2022, you are authorized by the City of Muskegon, State of Michigan, to establish and
commence an electric scooter program in the City of Muskegon, State of Michigan, for an initial
term of five years (5), with the option to enter into renewal terms, in accordance with the Operating
Agreement entered into between the patties dated----~ 2022.
Program Start Date: _
Program End Date: _
By: _ _ _ _ _ _ _ _ __
Name:
Its:
ACCEPTANCE OF NOTICE
Receipt of the above NOTICE TO PROCEED is hereby acknowledged by:
Ride Muskegon, LLC
a Michigan limited liability company
By: Stephen Parent
Its: Member
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ATTACHMENT B
Key Performance Indicators
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Key Performance Indicators *(EXAMPLE)*
Ii
System Reporting Monthly reports and Monthly/Annual See below See below
limited Admin access
provided.
Device Number of devices Average monthly E-bicycle 200
Availability available for use in a day
relative to the E-scooter (if 200
number of bicycles in the implemented)
system
Device Number of devices Monthly % of devices in 80%
Maintenance receiving a weekly service
and Inspection maintenance inspection
Station Stations receiving a Twice per month, % of stations 80%
Maintenance cleaning and inspection no more than 21
and Inspection days between
inspections
Device ResponseTime to respond to Any given point in
Complaint 12 hours
Time reported deficient, time/monthly
response time.
damaged, or unclean
station components
of devices.
Website/Mobile Percentage of time that the Any given point in % of total minutes 99%
App in Service website and mobile app time/ monthly per month
. .
are m service
Customer Service Contractor will maintain a Any given point in Hours 95%
Availability toll free customer service time/monthly
number from 8a-8p (live
response), and a 24/7
after- hours service
(message). Customer
complaint and resolutions
should be tracked
through a system.
Customer Service Response time between Any given point in Complaint 24 hours or
Response Time customer inquiry and time/monthly acknowledgement less
complaint resolution plan response time.
Resolution plan
response time.
Measured in hours.
Device See below See below See below See below
Distribution
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Redistribution. CATMA will work with Gotcha to identify High Priority Areas based on station
usage per day and peak times of usage. Distribution will be critically timed to increase the
probability that each High Priority Area has sufficient bicycles available. Prior to the full launch,
Respondent and the CATMA will agree to designate High Priority Areas. Additionally, Gotcha
and the CA TMA will agree to allocate a set minimum of the total bicycle fleet to the various
priority areas specified at peak days and hours.
*THIS IS AN EXAMPLE
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ATTACHMENT C
City of Muskegon Location Specific Conditions
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City of Muskegon Specific Conditions Use and Operation *(EXAMPLE)*
Waterfront and Greenway. Operator will ensure that the speed limit for the electronic
assistance function of all Shared-Mobility Devices supplied under this Agreement will be limited
to no more than the (l 0) miles per hour when a Shared-Mobility Device is being used within the
Burlington Waterfront or on the Burlington Greenway.
Church Street Marketplace. Operator will ensure that the electronic assist function of
any Shared-Mobility Device operating on the Church Street Marketplace is automatically disabled
once the Shared-Mobility Device enters the Church Street Marketplace.
Operator will provide signs at the Waterfront Greenway docking stations that say, at a
minimum, "The motor on these bikes will cease to operate outside of the bike-share system limits,
and therefore will not be operational on the Causeway.
Prior to expiration of the initial term and 60 days prior to possible renewal, Operator will
provide the City a statement detailing its efforts to integrate escalated pricing into its fee stmcture,
including whether or when escalated pricing will be included as a feature. The City reiterates to
Operator that this is an important feature and will be evaluated as one condition ofrenewal.
*THIS IS AN EXAMPLE*
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ATTACHMENT D
User Fees for Initial Launch
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User Fees for Initial Launch *(EXAMPLE)*
The following fee schedule is reflective of the initial fees to charge Users decided by the parties
and are subject to change from time to time upon mutual agreement of the Parties.
Pav as You Go $2 to unlock, $.10/min
Monthly Ride Muskegon-Pass: $9.99 (20 minutes per unlock, $.IO/min after)
lA.nnual Ride Muskegon-Pass: $79 .99 (20 minutes per unlock, $.10/min after)
lA.nnual Subsidized-Pass: $5 monthly (30 min per unlock, then $.05/min after) Payable
r,;v/o need of mobile device
*All pricing reflects use of e-bicycles only
**Free ride time is the first 20 minutes per unlock
*THIS IS AN EXAMPLE*
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ATTACHMENT E
Certificate of Insurance
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ATTACHMENT F
Approved Locations for Shared-Mobility Devices and Services
LINK to interactive map of locations:
https://earth .google.com/web/@43.22839577,-
86.28662279,175.1186634a,14831.7915819 ld,35y,Oh,Ot,Or/data=MicKJQojCiExdjRmYWizYnJ
zc3o I TOJ3 V nhHREdmMXFfaDdNV 1NFMGg6AwoBMA ?authuser=O
16 City Locations:
Dr Rolfs BBQ Western
Trunk Depot Western
Shoreline Inn
Mart Dock
Heritage Landing
Farmers Market Western
Frauenthal Western
Burl and Sprig
3 rd St
Visit Muskegon Western
Rotary Park
Coast Guard Beach Parking
Ice Cream Beach Parking
Additional Beach Parking
Lakeside Parking
794 Kitchen/Rake Brewery
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Lakeside Parkin
Coast Guard Parkin :
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Ice Cream Parking:
Additional Beach Parking:
- - -----~
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ATTACHMENT G
Map of Furnished Facilities and Scope of Facility Use
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