2-Attachment 1 - Sample Agreement.pdf

CONTRACT NO. TBD

Rev. on 1/22/2026/KA

SAMPLE AGREEMENT

DOCKLESS SHARED MOBILITY SERVICES

FOR THE SALT LAKE CITY DEPARTMENT OF COMMUNITY AND

NEIGHBORHGOODS, TRANSPORTATION DIVISION

THIS AGREEMENT is between SALT LAKE CITY CORPORATION, a Utah municipal corporation (“City”), and Ø, a _ (“Contractor”), and is dated as of the date the City Recorder attests the applicable City signature (which date shall be the recordation date).

RECITALS

1. Contractor desires to provide to operate a dockless shared mobility device service in specified areas of Salt Lake City.

2. Salt Lake City Procurement Code and Procurement Policy, the solicitation SLCI26039, and Contractor’s response to the solicitation are hereby incorporated into this contract by reference but not attached.

3. City desires to engage Contractor for such services.

AGREEMENT

In consideration of the promises and covenants hereinafter contained, the parties agree as follows:

1. Contractor shall be allowed to operate a dockless shared mobility device service for hire within the municipal jurisdiction of Salt Lake City as described in Exhibit “A.” The initial term of this Agreement shall commence on May 24, 2026, or the date of this Agreement if later than the aforementioned date and shall continue for a period of five (5) years from the commencement of the initial term. Work authorized during the initial term of this Agreement may continue until that work has been completed. No additional work shall be authorized after the expiration of the initial term.

Contractor shall maintain the required insurance coverage until all work under the Agreement has been completed by Contractor and accepted by City and for the three-year period following completion as required under Article 5.

Notice of term extensions shall be in writing served upon Contractor by regular mail at least thirty (30) days before the expiration of the original term of this Agreement, or any renewal term, in order for such extension to be effective. After all annual term extensions have been exercised, City shall have the right to extend this Agreement for an additional term of up to four (4) months by giving Contractor written notice at least ten (10) days before the expiration of the term, provided, however, that City may terminate such additional term by giving Contractor at least five (5) days prior written notice of such termination.

This is a non-exclusive contract and City reserves the right to acquire the services or equipment, at its discretion, from other sources during the term of this Agreement. All financial commitments by City shall be subject to the appropriation of funds approved by the City Council and the limitations on future budget commitments provided under applicable Utah law, including the Utah Constitution.

2. For services provided to City, Contractor shall be paid as specified under Exhibit “B” (Price Schedule).

3. For such consideration, Contractor shall furnish all materials, supervision, labor, and equipment to complete the requirements of this Agreement.

4. The following indemnification requirements apply to this Agreement:

A. Contractor shall indemnify, save harmless, and defend City, its officers and employees, from and against all losses, claims, demands, actions, damages, costs, charges, and causes of action of every kind or character, including attorney's fees, arising out of Contractor's intentional, reckless, or negligent performance hereunder. Contractor’s duty to defend City shall exist regardless of whether City or Contractor may ultimately be found to be liable for anyone’s negligence or other conduct. If City's tender of defense, based upon this indemnity provision, is rejected by Contractor, and Contractor is later found by a court of competent jurisdiction to have been required to indemnify City, then in addition to any other remedies City may have, Contractor shall pay City's reasonable costs, expenses, and attorney's fees incurred in proving such indemnification, defending itself, or enforcing this provision. Nothing herein shall be construed to require Contractor to indemnify the indemnitee against the indemnitee's own negligence. The provisions of this section shall survive the termination of this Agreement and are independent of and not in any way limited by the Insurance requirements of this Agreement.

B. City assumes no responsibility for any damage or loss that may occur to Contractor's property, except the obligation City assumes that it will not willfully or intentionally damage the property of Contractor. City has no responsibility for any equipment maintenance, or for Contractor's employees. Nothing in this Agreement shall be construed to create a partnership, joint venture, or employment relationship.

5. The following insurance requirements apply to this Agreement:

A. GENERAL INSURANCE REQUIREMENTS FOR ALL POLICIES.

(1) Any insurance coverage required herein that is written on a “claims made” form rather than on an “occurrence” form shall (i) provide full prior acts coverage or have a retroactive date effective before the date of this Agreement, and (ii) be maintained for a period of at least three (3) years following the completion by Contractor and acceptance by City of all work under this Agreement or shall contain a comparable “extended discovery” clause. Evidence of current extended discovery coverage and the purchase options available upon policy termination shall be provided to City.

(2) All policies shall be obtained independent and solely for the coverage of this Agreement and are not to be shared by or offer coverage to any other contract with any other entity for the entire term of this Agreement.

(3) All policies of insurance shall be issued by insurance companies licensed to do business in the state of Utah and either:

(a) Currently rated A- or better by A.M. Best Company;

—OR—

(b) Listed in the United States Treasury Department’s current Listing of Approved Sureties (Department Circular 570), as amended.

(3) Contractor shall furnish certificates of insurance, acceptable to City, verifying the foregoing matters concurrent with the execution hereof and thereafter as required.

(4) In the event any work is subcontracted, Contractor shall require its subcontractor, at no cost to City, to secure and maintain all minimum insurance coverages required of Contractor hereunder.

(5) All required certificates and policies shall be endorsed as needed to provide that coverage thereunder shall not be canceled or modified without providing, in a manner approved by the City Attorney, 30 days’ prior written notice to City or 10 days’ prior written notice for cancellation due to non-payment of premiums.

B. REQUIRED INSURANCE POLICIES. Contractor, at its own cost, shall secure and maintain during the term of this Agreement, including while work under this Agreement is being completed and accepted and during all renewal terms, the following minimum insurance coverage:

(Note: Unless other limits, types of insurance, or terms are agreed to by the City

Attorney’s Office, the following are the insurance requirements that will be required for this Agreement.)

(1) Workers’ compensation and employer’s liability insurance sufficient to cover all of Contractor’s employees pursuant to Utah law, unless a waiver of coverage is allowed and acquired pursuant to Utah law. In the event any work is subcontracted, Contractor shall require its subcontractor(s) similarly to provide workers’ compensation insurance for all of the latter’s employees, unless a waiver of coverage is allowed and acquired pursuant to Utah law.

(2) Commercial general liability (CGL) insurance with a policy endorsement naming Salt Lake City Corporation as an additional insured on a primary and non-contributory basis in comparison to all other insurance including City’s own policy or policies of insurance, in the minimum amount of $3,000,000 per occurrence with a $5,000,000 general aggregate. The policy shall include contractual liability insurance for the indemnity provided under this Agreement. These limits can be covered either under a CGL insurance policy alone, or a combination of a CGL insurance policy and an umbrella insurance policy and/or a CGL insurance policy and an excess insurance policy. The policy shall protect City, Contractor, and any subcontractor from claims for damages for bodily injury, including accidental death, and property damage that may arise from Contractor’s operations under this Agreement, whether performed by Contractor itself, any subcontractor, or anyone directly or indirectly employed by either of them. Such insurance shall provide coverage for premises operations, acts of independent contractors, products and completed operations.

(3) Commercial automobile liability insurance that provides coverage for owned, hired, and non-owned automobiles used in connection with this Agreement in the minimum amount of $1,000,000.00 per person, $2,000,000.00 per accident and $250,000.00 property damage or single combined limit of $2,000,000. per occurrence and $2,000,000 general aggregate. These limits can be reached either with a commercial automobile liability insurance policy alone, or with a combination of a commercial automobile liability insurance policy and an umbrella insurance policy and/or a commercial automobile liability insurance policy and an excess insurance policy. If the policy only covers certain vehicles or types of vehicles, such as scheduled autos or only hired and non-owned autos, Contractor shall only use those vehicles that are covered by its policy in connection with any work performed under this Agreement.

(4) Umbrella or excess liability coverage with a limit of at least $5,000,000 each occurrence and $5,000,000 aggregate.

(5) Cyber Risk Insurance: Subject to a limit of at least $2,000,000 per claim to be maintained for the duration of this Agreement and three years following its termination, to respond to privacy and network security liability claims including, but not limited to:

a. Liability arising from theft, dissemination, and/or use of Salt

Lake City Corporation confidential information, including, but not limited to, bank, credit card account, and personally identifiable information such as name, address, social security numbers, etc., regardless of how the information is stored or transmitted.

b. Network security liability arising from (i) the unauthorized access to, use of, or tampering with computer systems, including hacker attacks; or (ii) the inability of an authorized third party to gain access to supplier systems and/or Salt Lake City Corporation data, including denial of service, unless caused by a mechanical or electrical failure.

c. Liability arising from the introduction of a computer virus into, or otherwise causing damage to, a customer's or third person's computer, computer system, network, or similar computer-related property and the data, software, and programs thereon.

d. Crisis-management expenses (i.e., notification, public relations, reputation damage, forensics, etc.) for a data breach.

(6) Contractor’s Insurance Primary. To the extent of Contractor’s negligent acts or omissions, all policies required under this Agreement must include provisions that such insurance is primary with respect to the interest of City and that any other insurance or self-insurance maintained by City is excess and not contributory insurance with the insurance required hereunder.

(7) City does not represent that the insurance coverage specified in this agreement (whether in scope of coverage or amounts of coverage) are adequate to protect the obligations of Contractor, and Contractor will be solely responsible for any deficiencies in coverage.

(8) No Right of Recovery or Subrogation. Unless prohibited by applicable law, all required insurance policies must contain provisions that Contractor’s insurer will have no right of recovery or subrogation against City, its agents, directors, officers, employees, and insurers, it being the intention of Contractor and City that the insurance as effected protects all parties.

(9) Should Contractor or its subcontractors fail to provide or maintain any of the insurance coverage referred to in this Agreement, the City shall have the right, but not the obligation, to provide or maintain such coverage, or coverage affording equivalent protection at Contractor’s sole expense, either by direct charge or set-off.

6. Contractor shall obey all federal, state, county, and municipal laws, ordinances, regulations, and rules applicable to its operations. Said laws include, but are not limited to, the Equal Employment Opportunity laws, the Fair Labor Standards Act, Occupational Safety & Health Administration (OSHA) laws, Family Medical Leave Act (FMLA), the Americans with Disabilities Act (ADA), and the Utah Immigration Accountability and Enforcement Act. Any violation of applicable law shall constitute a breach of this Agreement and Contractor shall hold City harmless from any and all liability arising out of, or in connection with, said violations including any attorney's fees and costs incurred by City as a result of such violation.

7. City may terminate this Agreement for any reason, and without any liability therefor, upon giving Contractor 30 days prior written notice. Such notice shall be sent to the last known address of Contractor.

8. City may, without prejudice to any right or remedy, and without the necessity of giving the 30 day notice provided in paragraph 7 above, terminate this Agreement for cause in the event Contractor fails to fulfill, in a timely or satisfactory manner, any of the terms and conditions set forth in this Agreement and fails to cure such failure within seven days after written notice from City of such failure.

9. Contractor, for itself, its successors and assigns, as part of the consideration provided under this agreement, covenants that no person shall be excluded from participation in, denied the benefits of, or be otherwise subject to unlawful discrimination in the furnishing of services hereunder on the grounds of race, color, national origin, age, sex, religion, disability, sexual orientation or gender identity, unless the characteristic in question is a bona fide occupational qualification.

10. REPRESENTATION REGARDING ETHICAL STANDARDS FOR CITY

OFFICERS AND EMPLOYEES AND FORMER CITY OFFICERS AND EMPLOYEES.

Contractor represents that it has not: (1) provided an illegal gift or payoff to a City officer or employee or former City officer or employee, or his or her relative or business entity; (2) retained any person to solicit or secure this contract upon an agreement or understanding for a commission, percentage, or brokerage or contingent fee, other than bona fide employees or bona fide commercial selling agencies for the purpose of securing business; (3) knowingly breached any of the ethical standards set forth in City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code; or (4) knowingly influenced, and hereby promises that it will not knowingly influence, a City officer or employee or former City officer or employee to breach any of the ethical standards set forth in City's conflict of interest ordinance, Chapter 2.44, Salt Lake City Code.

11. GOVERNMENT RECORDS ACCESS AND MANAGEMENT ACT. City is subject to the requirements of the Government Records Access and Management Act, Chapter 2, Title 63G, Utah Code Annotated or its successor (“GRAMA”). All materials submitted by Contractor pursuant to this Agreement are subject to disclosure unless such materials are exempt from disclosure pursuant to GRAMA. The burden of claiming an exemption from disclosure shall rest solely with Contractor. Any materials for which Contractor claims a privilege from disclosure shall be submitted marked as “Business Confidential” and accompanied by a concise statement of reasons supporting Contractor's claim of business confidentiality. City will make reasonable efforts to notify Contractor of any requests made for disclosure of documents submitted under a claim of business confidentiality.

Contractor may, at Contractor’s sole expense, take any appropriate actions to prevent disclosure of such material. Contractor specifically waives any claims against City related to disclosure of any materials required by GRAMA.

12. Contractor is not an employee of City for any purpose whatsoever. Contractor is an independent contractor at all times during the performance of the services specified herein.

13. All notices shall be directed to the following addresses:

City: Salt Lake City Corporation Attn.: City Contracts Administrator, Purchasing

(For U.S. Postal Service delivery) P.O. Box 145455 Salt Lake City, UT 84114-5455 Or:

(By E-mail)

@slc.gov

With a copy to:

City: Salt Lake City Corporation

Attn.: Transportation Division

(For U.S. Postal Service delivery) P.O. Box 14____ Salt Lake City, UT 84114-____

-OR-

Email address

Contractor: Ø

Attention:

14. This Agreement may be assigned by either party but only with the prior written consent of the other party.

15. Contractor's obligations are solely to City and City’s obligations are solely to

Contractor. This Agreement shall confer no third-party rights whatsoever.

16. Contractor certifies that it is not presently nor has ever been debarred, suspended, proposed for debarment, or declared ineligible by any governmental department or agency, whether international, national, state, or local. Contractor must notify City’s Contracts Administrator within thirty (30) days if Contractor has been debarred, suspended, proposed for debarment, declared ineligible, or involuntarily excluded from participation in any contract by any governmental entity during this Agreement.

17. This Agreement embodies the entire Agreement between the parties relating to the subject matter of this Agreement and shall not be altered except in writing signed by both an authorized representative of Contractor and by City’s Mayor or the Mayor’s designee. The terms of this Agreement shall supersede any additional or conflicting terms or provisions that may be set forth or printed on Contractor’s work plans, cost estimate forms, receiving tickets, invoices, or any other related standard forms or documents of Contractor that may subsequently be used to implement, record, or invoice services hereunder from time to time, even if such standard forms or documents have been signed or initialed by a representative of City. The intent of the parties is that the terms of this Agreement shall prevail in any dispute between the terms of this Agreement and the terms printed on any such standard forms or documents, and such standard forms or documents shall not be considered written amendments of this Agreement.

18. This Agreement shall be enforced in and governed by the laws of the state of Utah.

(Signature page follows)

The parties are signing this Agreement as of the date stated in the introductory clause.

ATTEST AND COUNTERSIGN

City Recorder

APPROVED AS TO FORM

Salt Lake City Attorney’s Office

Sign:

Name:

SALT LAKE CITY CORPORATION

By:

Title:

Ø

By:

Name:

Title:

EXHIBIT “A”

SCOPE OF WORK

DOCKLESS SHARED MOBILITY DEVICE SERVICES

I. GENERAL

A. Contractor, if doing business under an assumed name, i.e. an association, partnership, corporation, or otherwise, shall be registered with the Utah State Division of Corporations and Commercial Code.

B. Contractor shall assume full responsibility for damage to City property caused by

Contractor's employees or equipment as determined by designated City personnel.

C. Contractor shall be solely responsible for the safety of Contractor's employees and others relative to Contractor's work, work procedures, material, equipment, transportation, signage, and related activities and equipment.

D. Contractor shall possess and keep in force all licenses and permits required to perform services under this Agreement.

II. RESPONSIBILITIES OF CONTRACTOR

The responsibilities of Contractor include, but shall not be limited to, the following.

To be completed upon contract award. Please see Attachment 2: Scope of Work.

EXHIBIT “B”

FEE SCHEDULE

DOCKLESS SHARED MOBILITY DEVICE SERVICES

For such operational rights, Contractor agrees to abide by the terms and conditions set forth in this Agreement and to pay City the fees specified in the Salt Lake City Consolidated Fee Schedule document under Shared Mobility Fees on page 16: https://www.slcdocs.com/govt/cfs.pdf https://www.slcdocs.com/govt/cfs.pdf

CONTRACT NO. TBD