_Attachment_C_-_Base_Agreement.pdf

Terms and Conditions

The following terms and conditions will be included in the Agreement between the City and the selected Operator(s). This is not an exhaustive list of provisions, and the City reserves the right to add or modify terms and conditions during negotiations with the selected Operator(s):

1. Operator Duties. Operator shall provide the services set forth in Appendix __ for the City in full and complete accordance with this Agreement (“Services”). Without limiting the generality of the foregoing, Operator shall be responsible for the complete set-up (including the purchase of scooters and installation of other necessary equipment pursuant to the specifications set forth in Appendix __), management, operation, maintenance and marketing of the City’s Scooter Share Program (“Program”) which shall be within the Parking Areas as provided by the City. Parking Areas means those areas (including ingress, egress and approaches thereof and thereto) designated as a scooter parking area in Appendix __. Operator shall also be responsible for maintaining the Parking Areas. [Appendix __ and Appendix ___ will be prepared once the RFP process has been completed. Once prepared, the City reserves the right to amend such appendices from time to time as the City deems necessary in its sole and absolute discretion.]

2. Grant of Microbility License. The City hereby grants to Operator a microbility license in accordance with Chapter 26 of the St. Petersburg City Code, as may be amended from time to time, to operate and make available its scooters to the public for use upon the streets and sidewalks of the City (“Microbility License”).

3. Term. The initial term of this Agreement is for three (3) years commencing on the Effective Date, unless this Agreement is earlier terminated as provided for herein. The City reserves the right to extend this Agreement for one (1) additional two (2) year period at the end of the then-expiring Term, provided that the City and Operator mutually agree in writing to any changes to the Agreement related to operation of the Program. References in this Agreement to “Term” shall include the initial term of this Agreement and any renewal terms.

4. No Payment by the City. Operator shall perform its obligations under this Agreement at no cost or expense to the City. Operator is responsible for all costs and expenses incurred in performing its obligations under this Agreement, including but not limited to any required permits or licenses.

5. Right-of-Way Usage Fee. In consideration of the City allowing Operator to use the City’s rights-of-way, Operator shall pay the City a _____ fee equal to _______ per _______ (“Right-of-Way Usage Fee”). In the event Operator does not meet the minimum deployment requirements of this Agreement, the Right-of-Way Usage Fee will be ____________ multiplied by the number of Scooters required to be deployed per day, less any applicable adjustments. The City will invoice Operator monthly for the Right-of-Way Usage Fee, and Operator shall pay each invoice within thirty (30) days after receipt.

6. Liquidated Damages. Each “Nuisance Scooter” (as defined in the Scope of Services) will result in damages to the City that are extremely difficult and impractical to determine and for which the City’s remedies at law will not be adequate. Accordingly, as a fair and reasonable estimate and liquidation of the City’s damages and not a penalty, for each Nuisance Scooter, Operator shall pay the City an amount equal to $50 per occurrence, and an additional $50 for each consecutive two-hour period thereafter in which the Nuisance Scooter remains uncorrected.

Acceptance by the City of such liquidated damages shall not be deemed permission for the Operator to continue such violation and shall not preclude the City from seeking any other remedy (other than monetary damages) for such violation including, without limitation, suspension or termination of this Agreement.

7. Addition and Deletion of a Parking Area. The City has the sole and absolute right to add a Parking Area or delete a Parking Area designated in Appendix ___ at any time during the Term of this Agreement upon thirty (30) days prior written notice to Operator. Any such written notice shall, at the end of thirty (30) days, be attached to this Agreement and Appendix ___ will be deemed to be amended accordingly.

8. Relocation of Scooter and Other Program Equipment. At any time during the Term, either party may propose to rebalance scooters and/or any portion of the Program equipment to a new Parking Area. If the parties mutually agree in writing to rebalance scooters and/or any portion of the Program equipment to a new Parking Area, Operator shall be responsible, at its sole cost and expense, for relocating the scooter and Program equipment to the new Parking Area including but not limited to obtaining any required permit, license and/or approval.

9. Reservation of Right. The City shall have the sole and absolute right to expand the Program or reduce the Program at any time during the term upon fifteen (15) days prior written notice to Operator. Operator shall be responsible for all costs and expense associated for adding additional scooters and other Program equipment or removing scooter and other Program equipment.

10. Non-Exclusive Agreement. This is not an exclusive agreement, and it imposes no obligation on the City to limit the number of scooter operators in the City. The City specifically reserves the right to concurrently contract with other companies for similar work and services if it deems such action to be in the City’s best interest. Operator shall coordinate and cooperate with all other scooter operators in the Program.

11. Personnel. Operator shall hire such personnel as shall be necessary and proper to carry out the terms and conditions of this Agreement. Operator acknowledges and agrees that such personnel shall not (i) be considered employees of the City for any purpose; (ii) have any authority to act on behalf of the City or as the City’s agent; or (iii) receive any payment or benefit, monetary or non-monetary, including but not limited to worker's compensation benefits directly from the City. The City reserves the right to require Operator to replace any persons providing Services pursuant to this Agreement, including but not limited to Operator's employees and any affiliates' or subcontractors' employees, whom the City judges to be incompetent, careless, unsuitable or otherwise objectionable, or whose continued use is deemed contrary to the best interests of the City.

12. Sponsorship Agreements, Signage and Advertisements. All sponsorship agreements, signs, logos and advertisements shall comply with the Sponsorship and Sign Guidelines. For purposes of this Agreement, the Sponsorship and Sign Guidelines means the sponsorship, sign, logo and advertisement guidelines and any changes thereto developed by Operator and approved by the City within sixty (60) days after execution of this Agreement. Additionally, all signage shall comply with applicable Laws.

13. Agreement Components.

A. This Agreement consists of this document and its appendices and the following documents, which are attached hereto and made a part hereof by reference (“Other Documents”):

i. ______________ (“Document 1”)

ii. ______________ (“Document 2”)

iii. ______________ (“Document 3”)

iv. ______________ (“Document 4”)

B. In the event of an inconsistency or conflict between or among the documents referenced in this Agreement, the following order of precedence shall govern:

(i) this Agreement, exclusive of its appendices, (ii) the appendices to this Agreement; and (iii) the Other Documents. In the event of an inconsistency or conflict between or among the Other Documents, the order of precedence shall be the order the documents are listed above (e.g., Document 1 shall govern over Document 2, Document 2 shall govern over Document 3, etc.).

14. Indemnification.

A. Operator shall defend at its expense, pay on behalf of, hold harmless and indemnify the City, its officers, employees, agents, elected and appointed officials and volunteers (collectively, “Indemnified Parties”) from and against any and all claims, demands, liens, liabilities, penalties, fines, fees, judgments, losses and damages (collectively, “Claims”), whether or not a lawsuit is filed, including but not limited to Claims for damage to property or bodily or personal injuries, including death at any time resulting therefrom, sustained by any persons or entities, and costs, expenses and attorneys’ and experts’ fees at trial and on appeal, which Claims are alleged or claimed to have arisen out of or in connection with, in whole or in part, directly or indirectly:

i. The performance of this Agreement (including any amendments thereto) by Operator, its employees, agents, representatives, contractors, subcontractors, or volunteers; or

ii. The failure of Operator, its employees, agents, representatives, contractors, subcontractors or volunteers to comply and conform with applicable Laws (defined herein); or

iii. Any negligent act or omission of the Operator, its employees, agents, representatives, contractors, subcontractors, or volunteers; or

iv. Any negligence, in whole or in part, of the Indemnified Parties arising out of the performance of this Agreement; or

v. Any reckless or intentional wrongful act or omission of the

Operator, its employees, agents, representatives, contractors, subcontractors or volunteers; or

vi. Defective conditions in the Parking Areas and any allegations of dangerous condition of public property (i.e., streets, sidewalks, or right-of-ways) or premises liability for the property of the Indemnified Parties (including failure to warn or failure to maintain any public property); or

vii. Any individuals using the Operator’s scooters on City streets, sidewalks, right-of ways or other associated property (including but not limited to claims arising from scooter injuries); or

viii. Operator’s scooters and other Program equipment.

B. The provisions of this paragraph are independent of, and will not be limited by, any insurance required to be obtained by Operator pursuant to this Agreement or otherwise obtained by Operator, and shall survive termination of this Agreement with respect to any claims or liability arising in connection with any event occurring prior to termination of this Agreement.

15. Insurance.

A. Operator shall carry the following minimum types and amounts of insurance at its own expense:

i. Commercial General Liability insurance in an amount of at least Five Million Dollars ($5,000,000) per occurrence, Five Million Dollars ($5,000,000) aggregate in occurrences form. This policy shall include coverage for bodily injury, property damage, personal and advertising injury, products and completed operations, and contractual liability under this Agreement. The policy shall not include an absolute auto exclusion or any policy exclusions that prevents the operator from fulfilling the indemnification requirements of this Agreement.

ii. Commercial Automobile Liability insurance of $1,000,000 combined single limit covering all owned, hired and non-owned vehicles.

iii. Workers’ Compensation insurance as required by Florida law and

Employers’ Liability Insurance in an amount of at least $100,000 each accident, $100,000 per employee, and $500,000 for all diseases.

B. All of Operator’s insurance policies, except Workers’ Compensation shall name the Indemnified Parties as additional insureds.

C. All policies shall provide that the City will be provided notice at least thirty (30) days prior to any cancellation, reduction or material change in coverage.

D. Operator shall provide the City with Certificates of Insurance on a standard

ACORD form, or similar form acceptable to the City, reflecting all required coverage. Thirty (30) days prior to deploying scooters, Operator shall provide copies of current policies with all applicable endorsements and continue to provide the most current policies during the term of this Agreement.

E. All insurance required shall be on a primary and noncontributory basis and shall be provided by responsible insurers licensed in the State of Florida and rated at least A- in the then current edition of AM Best’s Rating Services, or similar rating agency acceptable to the City.

F. If the insurance carried by the Operator has broader coverage than required in this

Agreement, then that broader coverage, including but not limited to additional insured requirements, shall be the requirement in this Agreement. If the Operator’s insurance limits are greater than the minimum limits set forth herein, then the Operator’s insurance limits shall be the required limits in this Agreement.

G. Operator hereby waives all subrogation rights of its insurance carriers in favor of the Indemnified Parties. This provision is intended to waive fully, and for the benefit of the Indemnified Parties, any rights or claims which might give rise to a right of subrogation in favor of any insurance carrier.

H. Upon the cancellation or lapse of any policy of insurance as required by St.

Petersburg City Code Section 26-402, Operator’s Microbility License shall be immediately revoked unless, before the expiration date of the policy of insurance, another policy of insurance containing all the requirements of the original policy of insurance is obtained.

I. The City reserves the right to change or alter the above insurance requirements as it deems necessary.

16. Condition of Parking Areas. Operator has inspected the Parking Areas and accepts the condition of the Parking Areas in an "as is" condition. By virtue of such inspection, Operator is satisfied that the Parking Areas are safe and acceptable for the operation of the Program pursuant to this Agreement. The City has made no representations, statements, or warranties, either expressed or implied, as to the condition of the Parking Areas, or as to its fitness for a particular use, including any new Parking Areas designated after the Effective Date, or as to the fitness of the Parking Areas (including new Parking Areas designated in the future) for a particular use.

Operator shall inspect any new Parking Areas designated by the City throughout the Term, and shall notify the City within five (5) days after the City’s designation of each such new Parking Area if Operator is not satisfied that each new Parking Area is safe and acceptable for the operation of the Program pursuant to this Agreement, and shall provide the City with specific written notice of defects. At any point during the Term, if Operator observes any defective condition in a Parking Area, Operator shall notify the City immediately and specify the defect.

17. Notices. Unless and to the extent otherwise provided in this Agreement, all notices, demands, requests for approvals and other communications which are required to be given by either party to the other shall be in writing and shall be deemed given and delivered on the date delivered in person, upon the expiration of five (5) days following the date mailed by registered or certified mail, postage prepaid, return receipt requested to the address provided below, or upon the date delivered by overnight courier (signature required) to the address provided below.

CITY:

City of St. Petersburg P.O. Box 2842 St. Petersburg, FL 33731 Attn: _______________ Phone: ______________

Email:_______________

OPERATOR:

18. Severability. Should any paragraph or portion of any paragraph of this Agreement be rendered void, invalid or unenforceable by any court of law for any reason, such determination shall not render void, invalid or unenforceable any other paragraph or portion of this Agreement.

19. Due Authority. Each party to this Agreement represents and warrants to the other party that (i) it is a duly organized, qualified and existing entity authorized to do business under the laws of the State of Florida, and (ii) all appropriate authority exists so as to duly authorize the person executing this Agreement to so execute the same and fully bind the party on whose behalf he or she is executing.

20. Contract Adjustments. Either party may propose additions, deletions or modifications to Appendix ____ (“Contract Adjustments”) in whatever manner such party determines to be reasonably necessary for the proper performance of the Services. Proposals for Contract Adjustments shall be submitted to the non-requesting party on a form provided by the City.

Contract Adjustments shall be effected through written amendments to this Agreement, signed by authorized representatives of the parties. In the event Operator proposes a Contract Adjustment and the City does not approve such Contract Adjustment, Operator will continue to perform the original Services in accordance with the terms and conditions of this Agreement.

21. Amendment. This Agreement may be amended only in writing executed by the parties.

22. Entire Agreement. This Agreement constitutes the entire agreement between the parties related to the subject matter hereof and supersedes all prior and contemporaneous agreements, whether oral or written, between them.

23. Third Party Beneficiary. No persons other than Operator and the City and their successors and assigns shall have any rights whatsoever under this Agreement.

24. Permits and Licenses. Operator shall be responsible for obtaining any and all necessary permits (including right-of-way permits), licenses, certifications and approvals which may be required by any government agency in connection with Operator’s performance of this Agreement. Upon request of the City, the Operator shall provide the City with written evidence of such permits, licenses, certifications and approvals.

25. Successors and Assigns. This Agreement shall inure to the benefit of and be enforceable by and against the parties, their heirs, personal representatives, successors, and assigns, including successors by way of reorganization.

26. Subcontracting.

A. The hiring or use of subcontractors in connection with the performance of Operator’s obligations under this Agreement is permitted. Operator shall be solely responsible for ensuring that any subcontractor retained by Operator acts in a manner consistent with and in accordance with the terms and conditions of this Agreement. Operator shall promptly pay all subcontractors and suppliers. In no event shall Operator’s retention of a subcontractor relieve Operator of any of its duties, obligations or representations under this Agreement.

B. Operator shall require all subcontractors to defend and indemnify the Indemnified

Parties to the same extent as Operator and name the Indemnified Parties as additional insureds under all insurance policies which Operator requires to be obtained.

27. Governing Law and Venue. This Agreement shall be interpreted and construed in accordance with the Laws of the State of Florida and shall inure to and be binding upon the parties, their successors and assigns. Venue for any action brought in state court shall be in Pinellas County, St. Petersburg Division. Venue for any action brought in federal court shall be in the Middle District of Florida, Tampa Division, unless a division shall be created in St. Petersburg or Pinellas County, in which case the action shall be brought in that division. The parties consent to the personal jurisdiction of the aforementioned courts and irrevocably waive any objections to said jurisdiction.

28. Compliance With Laws. Operator shall comply with all applicable federal, state, and local laws, ordinances, rules and regulations, the federal and state constitutions, and orders and decrees of any lawful authorities having jurisdiction over the matter at issue (collectively, “Laws”), including but not limited to Florida Laws governing public records (Chapter 119, Florida Statutes) and all Florida Laws related to micromobility (Chapter 316, Florida Statutes). Operator hereby makes all certifications required under Florida Statute section 287.135.

29. No Liens. Operator shall not suffer any liens to be filed against any City property by reason of any work, labor, services or materials performed at or furnished to City property, to Operator, or to anyone using City property through or under Operator.

Nothing contained in this Agreement shall be construed as a consent on the part of the City to subject City property or any part thereof to any lien or liability under any Laws.

30. No Construction Against Preparer of Agreement. This Agreement has been prepared by the City and reviewed by Operator and its professional advisors. The City, Operator and Operator’s professional advisors believe that this Agreement expresses their agreement and that it should not be interpreted in favor of either the City or Operator or against the City or Operator merely because of their efforts in preparing it.

31. Non-appropriation. The obligations of the City as to any funding required pursuant to this Agreement shall be limited to an obligation in any given year to budget, appropriate and pay from legally available funds, after monies for essential City services have been budgeted and appropriated, sufficient monies for the funding that is required during that year. Notwithstanding the foregoing, the City shall not be prohibited from pledging any legally available non-ad valorem revenues for any obligations heretofore or hereafter incurred, which pledge shall be prior and superior to any obligation of the City pursuant to this Agreement.

32. Survival. All obligations and rights of any party arising during or attributable to the period prior to expiration or earlier termination of this Agreement, including but not limited to those obligations related to indemnification, shall survive such expiration or earlier termination.

33. No Waiver. No provision of this Agreement will be deemed waived by either party unless expressly waived in writing signed by the waiving party. No waiver shall be implied by delay or any other act or omission of either party. No waiver by either party of any provision of this Agreement shall be deemed a waiver of such provision with respect to any subsequent matter relating to such provision, and the City’s consent respecting any action by Operator shall not constitute a waiver of the requirement for obtaining the City’s consent respecting any subsequent action.

34. Relationship of Parties. Nothing contained herein shall be deemed or construed by the parties, or by any third party, as creating the relationship of principal and agent or of partnership or of joint venture between the parties, it being understood and agreed that nothing contained herein, nor any acts of the parties, shall be deemed to create any relationship between the parties other than the relationship of independent contractors and principals of their own accounts.

35. Assignment. Operator shall make no assignment of any of its rights, duties, or obligations under this Agreement without City’s prior written consent (which consent may be withheld by City in its sole and absolute discretion).

36. City Consent and Action.

A. For purposes of this Agreement, any required written permission, consent, acceptance, approval, or Agreement by the City means the approval of the Mayor or his authorized designee, unless otherwise set forth in this Agreement or unless otherwise required to be exercised by City Council pursuant to the City Charter or applicable Laws.

B. For purposes of this Agreement, any right of the City to take any action permitted, allowed, or required by this Agreement may be exercised by the Mayor or his authorized designee, unless otherwise set forth in this Agreement or unless otherwise required to be exercised by City Council pursuant to the City Charter or applicable Laws.

37. Captions. Captions are for convenience only and shall not control or affect the meaning or construction of any of the provisions of this Agreement.

38. Books and Public Records.

A. Operator must maintain financial records related to this Agreement in accordance with this Agreement and generally accepted accounting principles and must comply with Florida laws regarding public records, including but not limited to Chapter 119, Florida Statutes (collectively, “Florida Public Records Laws”). Without limiting the generality of the foregoing, Operator must: (i) keep and maintain complete and accurate books and records related to this Agreement for the retention periods set forth in the most recent General Records Schedule GS1-SL for State and Local Government Agencies, or the retention period required pursuant to Florida Public Records Laws, whichever is longer,

(ii) make all books and records related to this Agreement open to examination, audit and copying by the City (including but not limited to independent auditors retained by the City) within a reasonable time after a request not to exceed three

(3) business days, (iii) at the City’s request, provide all electronically stored public records to the City in a format approved by the City, (iv) ensure that any books and records or portions thereof that the City has designated in writing as confidential or proprietary and therefore exempt from disclosure under Florida Public Records Laws are not disclosed except as authorized by applicable Laws for the Term and following the expiration or earlier termination of this Agreement, and (v) comply with all other applicable requirements of Florida Public Records Laws. Operator’s obligations under this paragraph 38 survive the expiration or earlier termination of this Agreement.

B. IF OPERATOR HAS QUESTIONS REGARDING THE

APPLICATION OF FLORIDA PUBLIC RECORDS LAWS AS

TO OPERATOR’S DUTY TO PROVIDE PUBLIC RECORDS

RELATING TO THIS AGREEMENT, CONTACT THE CITY

CLERK’S OFFICE (THE CUSTODIAN OF PUBLIC

RECORDS) AT (727) 893-7448,

CITY.CLERK@STPETE.ORG, OR 175 FIFTH ST. N., ST.

PETERSBURG FL 33701.

39. Non-Discrimination. Operator shall not discriminate against anyone because of race, color, religion, gender, national origin, marital status, age, disability, sexual orientation, genetic information or other protected category; provided, however, that the City may not enforce this provision to prohibit or discriminate against religious exercise in a manner that would be proscribed by the United States Constitution or other applicable Laws.

40. Appendices. Each appendix to this Agreement, including all attachments to each appendix, is an essential part hereof and is incorporated herein by reference.

41. Security. Operator shall be responsible for all security for the scooters and other Program equipment.

42. Taxes. Operator shall pay all taxes associated with the operation of the Program and use of the Parking Areas, including but not limited to ad valorem taxes.

43. User Release Agreement. Operator shall prepare a user release agreement and require each and every person who utilizes one of Operator’s scooters provided pursuant to this Agreement (“Users”) to accept and agree to the terms and conditions of the user release agreement prior to using any scooters provided pursuant to this Agreement. The user release agreement shall provide that the user releases, waives, discharges and covenants not to sue the Indemnified Parties from any and all claims, demands, actions, causes of action, judgments, costs, expenses, court costs, attorneys’ fees or other damages or liability, of any nature whatsoever, including but not limited to personal injury, property damage or wrongful death, whether caused by the sole, contributory or gross negligence of Indemnified Parties, or otherwise, arising out of or in connection with use of the scooters on City streets, sidewalks, right-of ways or other associated property (including but not limited to claims arising from scooter injuries) or related to a scooter and/or other Program equipment.

mailto:City.Clerk@stpete.org

44. Termination.

A. This Agreement may be terminated at any time by the City for convenience upon thirty (30) days written notice to Operator.

B. The City may terminate this Agreement upon written notice to the Operator in the event the Operator defaults on any of the terms and conditions of this Agreement and such failure continues for a period of thirty (30) days following notice from the City specifying the default; provided, however, that the City may immediately terminate this Agreement, without providing the Operator with notice of default or an opportunity to cure, if the City determines that the Operator has failed to comply with any of the terms and conditions of this Agreement related to safety, indemnification or insurance coverage.

C. The City may terminate this Agreement as provided in Florida Statute section

287.135.

D. Termination of this Agreement acts as a termination of the Other Documents and of the Operator’s Microbility License.

E. In the event of termination, Operator shall remove all scooters and other Program equipment within five (5) days after the effective date of termination and remit any amount owed to the City within fifteen days after the effective date of termination.

45. Grand Prix Race Agreement. This Agreement is subject to current and future agreements with third parties for the conduct of racing events in downtown St. Petersburg (any such agreement hereinafter referred to as “Grand Prix Race Agreement”) and all rights (exclusive rights and other rights) and authority granted thereunder. Without limiting the generality of the foregoing, Operator acknowledges and agrees that (i) Operator’s operations of the Program will be impacted by Race Events and other activities that will occur before, during and after Race Events (e.g., construction, set-up and tear down activities); (ii) that certain areas in downtown St. Petersburg will be closed to the general public for certain periods of time in connection with Race Events; and (iii) that City Ordinance No. 702-G, as amended, established a Race Zone and a Clean Zone and regulations to be in effect during Race Events and which may further impact Operator’s operations of the Program and/or prevent Operator from using certain Parking Areas that are within the Race Zone and/or Clean Zone. In the event of a conflict or ambiguity between this Agreement and any Grand Prix Race Agreement, the Grand Prix Race Agreement shall prevail. As used herein, the terms “Race Event,” “Race Area,” “Race Promoter” and “Race Period” shall have the meanings set forth in the Grand Prix Race Agreement.

46. Street Closure Permits, Parade Permits and Construction in Right-of-Ways.

Operator acknowledges and understands that during the term of this Agreement the City shall (i) issue street closure permits and parade permits and (ii) approve construction in right-of-ways, which construction may be done by the City or private contractors. Operator further acknowledges and understands that Operator’s operations may be impacted a result of the City

(i) issuing any street closure permits and/or parade permits and (ii) approving construction in right-of-ways. If directed by the City in writing, Operator, at its sole cost and expense, shall remove any scooter and other Program equipment from a Parking Area which may be impacted as a result of the City (i) issuing a street closure permit and/or parade permit and (ii) approving construction in right-of-ways.

47. Performance and Payment Bond. Operator shall furnish a performance and payment bond to the City (on the form provided by the City) executed by a surety company duly authorized to do business in the State of Florida. The amount of the performance and payment bond shall be equal to __________________________, as security to the City for Operator’s faithful performance of this Agreement and as security for the payment to all persons performing labor and furnishing materials in connection with this Agreement. The surety shall be duly authorized to do business in the State of Florida and have a rating no lower than “A-, VIII” by A.M. Best rating agency or a similar rating agency approved by the City. City’s authorization.

48. Representations. Operator represents to the City as follows:

A. Operator is fully capable, financially and otherwise, to perform its obligations hereunder.

B. That the scooters are safe to be operated by users on City streets, sidewalks, right-of ways or other associated property.

C. That Operator has inspected City rights of way and deems them safe for operation of the Program pursuant to the Agreement.

The following terms and conditions shall not be included in the Agreement (this is not an exhaustive list of provisions that are not permitted):

1. Any provision requiring the City to indemnify Operator.

2. Any provision requiring a dispute resolution process or method, including but not limited to binding arbitration.

3. Any provision providing for the award of attorney’s fees to the prevailing party.

4. Any provision limiting the liability of Operator to a maximum dollar amount.

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