2024/10/08 City Council Resolution 2024-091 RESOLUTION NO. 2024-091
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF ROHNERT PARK
AUTHORIZING: 1) DROP MOBILITY CALIFORNIA LLC TO OPERATE
SHARED ELECTRIC BICYCLES WITHIN ROHNERT PARK; 2) APPROVING
REVOCABLE LICENSE AGREEMENT BETWEEN CITY OF ROHNERT PARK
AND DROP MOBILITY CALIFORNIA LLC; 3) AUTHORIZING CITY MANAGER
TO EXECUTE ALL DOCUMENTS, INCLUDING PERMITS,NECESSARY TO
IMPLEMENT THE BIKESHARE PILOT PROGRAM; AND WAIVE ALL
PERMITTING FEES FOR THE INSTALLATION OF HUBS AND OPERATIONS
FOR THE BIKESHARE PILOT PROGRAM
WHEREAS, the City of Rohnert Park supports bikeshare programs to encourage the
shift from single occupancy vehicles to shared transportation systems, increase health of the
community, decrease greenhouse gas emissions and reduce traffic congestion; and
WHEREAS, the Sonoma County Transportation Authority ("SCTA") and
Transportation Authority of Marin ("TAM")jointly applied for a grant from the Metropolitan
Transportation Authority ("MTC") through the Bikeshare Capital Program, and in 2018, were
awarded a $826,000 grant for the implementation of a bikeshare pilot program in Sonoma and
Marin counties; and
WHEREAS, SCTA, TAM and agencies interested in participating in the bikeshare pilot
program including the Cities of Rohnert Park, Santa Rosa, Cotati, Petaluma, Novato, San Rafael,
Larkspur, and transportation agencies SMART and Golden Gate Bridge Highway &
Transportation District conducted a competitive procurement to select a bikeshare program
vendor in 2023; and
WHEREAS, Drop Mobility was selected as the bikeshare program vendor, and SCTA
entered into an agreement ("Program Agreement") with Drop Mobility for the planning, launch
and operation of a 2-year bike share pilot program in Sonoma and Marin counties; and
WHEREAS, in preparation of a launch of the bikeshare pilot program in Fall 2024, Drop
Mobility has procured equipment including e-bikes and racks, hired local operations staff,
prepared the bikeshare app software, planned outreach and marketing for the program, and is
finalizing sites for bikeshare parking hubs; and
WHEREAS, four locations for bikeshare parking hubs are identified within City limits,
including Alicia Park, which is property under City control; and
WHEREAS, City desires to facilitate the bikeshare program for the benefit of the
community and to achieve City Council goals related to climate change and set forth in the
current General Plan and draft 2040 Rohnert Park General Plan.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Rohnert
Park that the above recitals are true and correct and material to this Resolution.
NOW, THEREFORE, BE IT FURTHER RESOLVED as follows:
1. Drop Mobility is authorized to operate shared electric bicycles on City rights-of-way as
part of a two-year bikeshare pilot program in accordance with a Program Agreement
between SCTA and Drop Mobility, dated December 11, 2023.
2. The Revocable License Agreement between the City of Rohnert Park and Drop Mobility
California LLC, attached hereto as Exhibit A, is hereby approved and the City Manager
hereby authorized to execute the Revocable License Agreement.
3. The City Manager or her designee is hereby authorized to execute all documents,
including permits, necessary to implement bikeshare pilot program.
4. All permitting fees for installation of hubs and operations during the pilot period are
hereby waived.
DULY AND REGULARLY ADOPTED this 8th day of October 2024.
CITY RO ERT PARK
Susan H. Adams, Mayor
ATTEST:
, lerk
PROV AS TO FORM:
h 1 . e n, ity Attorney
Attachments: Exhibit A
ELWARD: J ODRIGUEZ: iC/ SANBORN: GIUDICEAS'ADAMS:4t4L
AY S: ( 'r�) NOES: (, ) ABSENT: ( .► ABSTAIN: ( ) 1
Resolution 2024-091
Page 2 of 3
Exhibit A to Resolution:
Revocable License Agreement Between the City of Rohnert Park
and Drop Mobility California LLC, DBA Drop Mobility
Resolution 2024-XXX
3
EXHIBIT A TO RESOLUTION
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REVOCABLE LICENSE AGREEMENT
This Revocable License Agreement (“Agreement”) is entered into as of ,
2024 (“Reference Date”), by and between the CITY OF ROHNERT PARK, a municipal
corporation ("City"), and DROP MOBILITY CALIFORNIA LLC (“Licensee”).
RECITALS
A. Licensee and the Sonoma County Transportation Authority are parties to that certain
Agreement for Professional Services, dated December 11, 2023 (“Program
Agreement”) (Attachment 1) pursuant to which Licensee agreed to operate a bike share
pilot program in Sonoma County and Marin County, including within the boundaries of
City.
B. City finds that there is a public benefit in providing a bike sharing system to and for the
benefit of the community.
C. Licensee is a duly qualified and licensed shared micromobility operator, experienced in
the operations of bike share micromobility systems, including rental, repair, marketing,
customer service, and related services.
D. Licensee seeks to install, operate, and maintain within City modular bicycle racks, a bike
hub for locking and storing Class I Electric Bicycles, and related informational signage
and instructions for bike usage.
E. City is the owner of the land located at site at 291 Santa Alicia Drive, Rohnert Park,
California, 94928 (APN #143-061-016), (“Property”), and shown on Attachment 2.
F. Licensee seeks to locate the modular bicycle rack(s), the bike hub for locking and storing
Class I Electric Bicycles, and the related informational signage and instructions for bike
usage (collectively, “Permitted Uses”) on a portion of the Property.
G. City is willing to grant a license to Licensee over the portion of the Property described in
Attachment 3 (“Premises”) for the Permitted Uses, including ingress and egress over
those portions of the Property shown on Attachment 3 (“Access Areas”), subject to the
terms and conditions contained in this Agreement.
AGREEMENT
In recognition of the foregoing, which are incorporated herein by reference, and for good
and valuable consideration, the receipt and sufficiency of which is acknowledged, the parties
agree as follows:
1. Grant of License
City grants to Licensee, subject to the terms and conditions of this Agreement, a
revocable, non-exclusive license to use the Premises solely for the Permitted Uses,
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together with rights of ingress and egress over the Access Areas. In connection with the
Permitted Uses, Licensee may install on the Premises equipment and property required
for the Permitted Uses, as further described in Attachment 4 (Equipment and Property).
2. Nonexclusive License
The license in favor of Licensee pursuant to this Agreement is non-exclusive meaning
that City and the public shall retain the right to use the Property and the Premises in the
manner used by each of them prior to the Reference Date and the granting of the license
to Licensee.
3. City Rights/Encumbrances
This Agreement and the license granted hereby is made subject and subordinate to:
a. the prior and continuing rights of City to use all or any of the Property to perform
any duties and obligations that City considers necessary or appropriate related to its
ownership of the Property, as such may exist now or in the future; and
b. all licenses, easements, restrictions, conditions, covenants, encumbrances, liens,
and claims of title which may affect Property now or in the future.
4. Term of Agreement
The term of this Agreement shall commence following the non-appealable approval of
this Agreement by the City Council of City and shall terminate on June 30, 2027
(“Expiration Date”), unless terminated earlier, as described below.
a. Either party may terminate this Agreement prior to the Expiration Date by giving
not less ninety (90) days’ written notice to the other party, which notice shall state
the termination date of the Agreement.
b. If, following the Reference Date, City elects to obtain exclusive possession of all
or a portion of the Premises or to place further restrictions on Licensee’s use of
the Premises, City shall deliver to Licensee not less than thirty (30) days’ written
notice, which notice shall (i) state the date Licensee must vacate all or a portion of
the Premises, (ii) if the notice only applies to vacation of a portion of the
Premises, include a depiction of the relevant portion to be vacated, and/or (iii)
describe the additional restrictions that shall apply to Licensee, the Premises or
any portion of the Premises. Thereafter, this Agreement shall be modified as
described above and continue in full force and effect as modified.
c. If Licensee defaults under this Agreement and fails to correct such default within
thirty (30) days after receipt of written notice from City to Licensee regarding the
default, this Agreement shall automatically terminate, unless the 30-day cure
period is extended by City in writing.
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5. Licensee Obligations
Pursuant to this Agreement and in furtherance of the bike share program, Licensee agrees
to install, operate, and maintain bicycle racks, bike hubs for Class 1 Electric Bicycles and
related informational signage and instructions for bike usage and otherwise carry out the
Permitted Uses on the Premises. As further consideration for this Agreement, Licensee
acknowledges and agrees to undertake each of the following:
a. Licensee shall be solely responsible for providing, installing and paying for any
and all utilities required for the Permitted Uses, and acknowledge that no utilities
are being provided, installed or paid for by City in connection with this
Agreement, the license granted hereby and the Permitted Uses.
b. Access to the Premises by Licensee shall only be by public streets or over and
through the Access Areas shown on Attachment 3.
c. On or prior to the Expiration Date or any earlier termination of this Agreement,
Licensee, at its sole cost and expense, shall remove any improvements, property
or equipment placed on the Premises, restore the Premises to its original
condition, and cease all further use of the Premises as provided herein. Should
Licensee fail to restore the Premises to a condition satisfactory to City within 90
days of the Expiration Date or any earlier termination of this Agreement, City
may, at Licensee’s sole cost and expense, perform such restoration and surrender
work or cause such work to be performed. Thereafter, upon demand by City,
Licensee shall immediately reimburse City for all direct and indirect costs
associated with such restoration and surrender work.
6. Hazardous Materials
No hazardous materials of any sort shall be used, handled or brought onto the Premises or
the Property by Licensee at any time.
7. Assumption of Risk
Licensee shall assume all risk of damage to any of its property or equipment, including,
without limitation, its bicycles, bicycle racks, docking equipment, electrical equipment or
signage, wherever located and regardless of the cause of any damage thereto; provided,
however, such assumption of risk by Licensee shall not include any damage caused by
the gross negligence and/or willful misconduct of City, its agents or employees.
8. Indemnification
Licensee shall indemnify, defend (with counsel reasonably acceptable to City and paid
for by Licensee), hold harmless and release City and its elected and appointed officials,
officers, agents, and employees (collectively, “City Parties”) from and against any
actions, claims, damages, liabilities, disabilities, or expenses, including, without
limitation, loss of or damage to property, injuries to or death of any person (including, but
not limited to, the property and employees of each party), and for damage or claims
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resulting from hazardous materials placed on or about the Premises or Property by
Licensee or any of its agents, employees, contractors, subcontractors, or invitees
(collectively, “Licensee Parties”), that may be asserted by any person or entity and that
arises out of, pertains to, or relates in any way to Licensee’s or any Licensee Parties’
performance under this Agreement. Licensee agrees to provide a complete defense for
any claim or action brought against City or any City Parties based upon a claim relating
to Licensee’s or any Licensee Parties performance under this Agreement. Licensee’s
obligations under this Section 8 shall apply whether or not there is concurrent or
contributory negligence on the part of City’s or any of the City Parties. This
indemnification obligation is not limited in any way by the amount or type of damages or
compensation payable to or for Licensee or any of the Licensee Parties under workers'
compensation acts, disability benefits acts, or other employee benefit acts.
9. Insurance
Licensee agrees to obtain and maintain in full force and effect during the term of this
Agreement the insurance policies set forth in Attachment 5 (Insurance Requirements)
and made a part of this Agreement. All insurance policies shall be subject to approval by
City as to form and content. These insurance requirements are subject to amendment or
waiver if so approved by the City Manager of City. Licensee shall provide to City
certificates of insurance evidencing Licensee’s receipt of each policy described on
Attachment 5, and agrees to provide City with copies of the required policies upon
request.
10. Notices
All notices required or permitted to be given under this Agreement shall be in writing and
mailed postage prepaid by certified or registered mail, return receipt requested, or by
personal delivery or by overnight courier, to the appropriate address indicated below or at
such other place or places as either City or Licensee may, from time to time, respectively,
designate in a written notice given to the other. Notices shall be deemed sufficiently
served four (4) days after the date of mailing by certified or registered mail, one (1) day
after mailing by overnight courier, or upon personal delivery.
To Licensee: Drop Mobility California LLC
548 Market Street, PMB 64073
San Francisco, CA 94104
Attn: ________________
To Licensor: City of Rohnert Park
130 Avram Avenue
Rohnert Park, CA 94931
Attn: City Manager
Day-to-day, non-material communications to City regarding this Agreement
should be directed to:
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Eydie Tacata, Senior Public Works Analyst
City of Rohnert Park
600 Enterprise Drive
Rohnert Park, CA 94931
11. Successors and Assigns
Licensee shall not assign or sublet, in whole or in part, any rights or obligations that are
the subject of this Agreement, or permit any other person, firm, or corporation, to use, in
whole or in part, any of the rights or privileges granted pursuant to this Agreement,
without first obtaining the written consent of City.
12. No Waiver
No waiver of any default or breach of any covenant of this Agreement by either party
shall be implied from any omission by either party to take action on account of such
default if such default persists or is repeated, and no express waiver shall affect any
default other than the default specified in the waiver, and then the waiver shall be
operative only for the time and to the extent stated. Waivers of any covenant, term, or
condition by either party shall not be construed as a waiver of any subsequent breach of
the same covenant, term, or condition. The consent or approval by either party to or of
any act by either party requiring further consent or approval shall not be deemed to waive
or render unnecessary their consent or approval to or of any subsequent similar acts.
13. Severability
Each provision of this Agreement is intended to be severable. If any provision shall be
determined by a court of competent jurisdiction to be illegal or invalid for any reason
whatsoever, such provision shall be severed from this Agreement and shall not affect the
validity of the remainder of this Agreement.
14. Attorneys’ Fees
If any legal proceeding should be instituted by either of the parties to enforce the terms of
this Agreement or to determine the rights of the parties under this Agreement, the
prevailing party in the proceeding shall receive, in addition to all court costs, reasonable
attorneys’ fees.
15. Governing Law
The rights and liability of the parties under this Agreement shall be interpreted in
accordance with the laws of the State of California.
16. Counterparts
This Agreement may be executed in counterparts, each of which shall be deemed an
original but both of which together shall constitute one and the same agreement.
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IN WITNESS WHEREOF, the parties have executed this License as of the day and year first
above written by their duly authorized representatives.
CITY OF ROHNERT PARK, a municipal
corporation
By: _______________________________
Name
_______________________________
City Manager
_______________________________
Date
DROP MOBILITY CALIFORNIA, LLC, a
California limited liability company
By: ________________________________
Name
_________________________________
Title
_________________________________
Date:
By: ________________________________
Name
_________________________________
Title
_________________________________
Date:
EXHIBIT A TO RESOLUTION
Attachment A
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ATTACHMENT A
Program Agreement
[to be attached]
EXHIBIT A TO RESOLUTION
Attachment B
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ATTACHMENT B
Property
[to be attached]
EXHIBIT A TO RESOLUTION
Attachment B-1
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ATTACHMENT B-1
Premises and Access Areas
[to be attached]
EXHIBIT A TO RESOLUTION
Attachment C
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ATTACHMENT C
Equipment and Property
[to be attached]
EXHIBIT A TO RESOLUTION
Attachment D
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ATTACHMENT D
Insurance Requirements
[to be attached]
SCTA24012
AGREEMENT FOR PROFESSIONAL SERVICES
This agreement ("Agreement"), dated as of Dec. 11, 2023 ("Effective Date") is by and
between the Sonoma County Transportation Authority, a political subdivision of the State of California
(hereinafter "SCTA"), and Drop Mobility California LLC D/B/A: Drop Mobility (hereinafter "Contractor").
RECITALS
WHEREAS, Contractor represents that it is a duly qualified and licensed shared micromobility
operator, experienced in the operations of bike share micromobility systems, including rental, repair,
marketing, customer service, and related services; and
WHEREAS, in the judgment of the SCTA, it is necessary and desirable to employ the services of
for providing all aspects of bike sharing micromobilit y operations through the Sonoma and Marin
Regional Bike Share Micromobility Program.
NOW, THEREFORE, in consideration of the foregoing recitals and the mutual covenants
contained herein, the parties hereto agree as follows:
AGREEMENT
I.Scope of Services.
1.1 Contractor's Specified Services. Contractor shall perform the services described in Exhibit "A,"
attached hereto and incorporated herein by this reference (hereinafter "Scope of Work"), and
within the times or by the dates provided for in Exhibit "A" and pursuant to Article 7, Prosecution of
Work. In the event of a conflict between the body of this Agreement and Exhibit "A", the provisions
in the body of this Agreement shall control.
1.2 Cooperation With SCTA and TAM. Contractor shall cooperate with SCTA, TAM and their staff in
the performance of all work hereunder.
1.3 Performance Standard. Contractor shall perform all work hereunder in a manner consistent
with the level of competency and standard of care normally observed by a person practicing in
Contractor's profession. SCTA has relied upon the professional ability and training of Contractor as a
material inducement to enter into this Agreement. Contractor hereby agrees to provide all services
under this Agreement in accordance with generally accepted professional practices and standards of
care, as well as the requirements of applicable federal, state and local laws, it being understood that
acceptance of Contractor's work by SCTA shall not operate as a waiver or release. If SCTA
determines that any of Contractor's work is not in accordance with such level of competency and
standard of care, SCTA, in its sole discretion, shall have the right to do any or all of the following: (a)
require Contractor to meet with SCTA to review the quality of the work and resolve matters of
concern; (b) require Contractor to repeat the work at no additional charge until it is satisfactory; {c)
terminate this Agreement pursuant to the provisions of Article 4; or (d) pursue any and all other
remedies at law or in equity.
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ATTACHMENT 2 to Revocable License Agreement:
“PROPERTY” for Bike Hub SiƟng as part of Bike Share Pilot Program
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ATTACHMENT 3 to Revocable License Agreement:
“PREMISES” and “ACCESS AREA” for Bikeshare Parking Hub on
City Property (APN 143-061-016, Alicia Park,
291 Santa Alicia Drive, Rohnert Park, California)
“Premises” (Bikeshare parking hub area on 24’ x 19’ concrete pad installed 7’ behind back of sidewalk)
“Access Area” (PorƟon of parking lot, including driveway, drive aisles, paved parking spaces, landscape
strip between paved parking lot and sidewalk, and sidewalk shown above)
ATTACHMENT 4 to Revocable License Agreement:
Equipment—Bike Racks to be installed at Bike Hub
ATTACHMENT 5 to Revocable License Agreement:
Insurance
ATTACHMENT 5 to Revocable License Agreement:
Insurance
ATTACHMENT 5 to Revocable License Agreement:
Insurance