1 OPERATING AGREEMENT Gotcha E-bike and E-scooter ..., Exercises of Business

Download 1 OPERATING AGREEMENT Gotcha E-bike and E-scooter ... and more Exercises Business in PDF only on Docsity! 1 OPERATING AGREEMENT Gotcha E-bike and E-scooter Program This Operating Agreement (“Agreement”), is made by and between Gotcha Mobility, LLC, a Delaware limited liability company ("Operator"), the City of Burlington, Vermont (“Burlington”), the City of South Burlington, Vermont (“South Burlington”), the City of Winooski (“Winooski”), and the Chittenden Area Transportation Management Association (“CATMA”). The Parties agree to the terms and conditions of this Agreement. 1. RECITALS A. Authority. Authority to enter into this Agreement exists in each Parties’ respective governing documents. Each Party represents and warrants to the other that the execution and delivery of this Agreement and the performance of such Party’s obligations have been duly authorized. B. Consideration. 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. Operator. Operator is in the business of constructing and providing electronic bicycles (“e-bikes”) and electronic scooters (“e-scooters”) with related branding for municipalities, colleges, universities, multi- purposed events and third party brands throughout the United States. Operator seeks to launch e-bikes and e-scooters in Chittenden County. D. Municipalities. Burlington, South Burlington, and Winooski (collectively the “Municipalities”) are municipalities incorporated under the laws of Vermont having jurisdiction over the operations conducted within their municipal boundaries. In addition to compliance with State of Vermont law, the use of e- bikes, e-scooters, and related offerings in each jurisdiction must comply with the local ordinances and conditions of each Municipality. E. CATMA. CATMA is a 501(c)(3) non-profit corporation incorporated to provide Chittenden County transportation strategies and solutions to connect commuters with attractive multi-modal options to improve commute time, reduce traffic congestion and support a healthy lifestyle. For purposes of this Agreement, CATMA represents the University of Vermont (“UVM”) and Champlain College (“CC”) and has been authorized to sign this Agreement on their behalf and to legally bind them to the terms of this Agreement. In addition to complying with municipal conditions, e-bikes, e-scooters, and related offerings must comply with applicable rules of UVM and CC as expressed in this Agreement through CATMA. F. Purpose. The Municipalities and CATMA wish to enter into a shared mobility program that will allow the use of e-bikes and e-scooters in their jurisdictions. Operator has been identified to provide such devices and related services under this program. The purpose of this Agreement is to establish the terms and conditions relating to Operator’s operation of e-bikes and e-scooters in the jurisdictions that make up Chittenden County. 2. DEFINITIONS The following terms shall 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. “Initial Term” means a one (1) year period beginning on the Effective Date, in accordance with §3.A. C. “Intellectual Property” means Operator’s Shared Mobility Devices and other equipment, all materials and Marks prepared by Operator or 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, 2 modifications, tangible or intangible proprietary information, rights to apply for registration, except for any confidential information of the Partners. D. “Marks” means trademarks, service marks, trade secrets, trade dress, trade names, logos, taglines, corporate names and domain names, insignia, and symbols or decorative signs. E. “Operating Area” means the designated jurisdictional boundaries of the Municipalities where Shared Mobility Devices are authorized to be operated by users. F. “Party” means either Operator, or the Partners and “Parties” means Operator and the Partners collectively. G. “Partner” means either one of the Municipalities or CATMA. “Partners” means the Municipalities and CATMA collectively. H. “Renewal Term” means, if the Agreement is renewed, a one (1) year period beginning on the expiration of either the Initial Term or a Renewal Term, in accordance with §3.A. I. “Shared Mobility Devices” means e-bikes, e-scooters, and additional related products and services approved by the Partners. J. “Term” means collectively the Initial Term and any potential Renewal Terms. 3. TERM AND RENEWAL A. Initial Term. This Agreement and the Parties respective performance shall commence on the Effective Date and continue for a period of one (1) year from the Effective Date (“Initial Term”), unless sooner terminated as provided herein. Upon expiration of the Initial Term, this Agreement shall automatically renew for two (2) additional one (1) year periods (the “Renewal Term(s)”) unless either Party provides written notice to the other Party of its election not to renew no later than 120 days prior to the expiration of the Initial Term or a Renewal Term. The Initial Term and the Renewal Term, if any, are referred to collectively as the “Term.” B. Pilot. Subject to §5.B, during the term of this Agreement and after issuance of a Notice to Proceed, the Parties intend to establish a pilot program for e-scooters for up to one year. At the end of that pilot program the Parties shall evaluate the success of the pilot program. The Parties may agree to extend the e-scooter pilot program to continue for any portion of the Initial Term or Renewal Term of this Agreement upon mutual agreement by the Parties confirmed in writing. In addition to any conditions for e-scooters contained in this Agreement, each Municipality may issue any additional e-scooter specific conditions prior to the establishment of the pilot. Operator expressly agrees to abide by all such e- scooter conditions that now exist. Prior to issuing the Notice to Proceed set forth in §5.B., the Municipality issuing the Notice to Proceed shall provide such condition to Gotcha to allow for adequate time for Gotcha to comply. 4. USE OF PREMISES Subject to the conditions of this Agreement, each Partner hereby grants Operator a non-exclusive license to operate and provide the services and products described herein within their respective jurisdictions and to access designated locations approved by the controlling local governing authority for the purpose of installing, establishing, and maintaining docking stations, e-bikes, and e-scooters. This license is subject to the following conditions: A. Approvals. Operator shall obtain all required federal, state, municipal and local licenses and permits necessary to perform the services. Operator shall 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 shall immediately notify the applicable Partner and 5 any other party. Any equipment belonging to a Partner used in connection with this Agreement, unless otherwise expressly set forth in this Agreement, shall remain the property of that Partner. The Parties shall not directly or indirectly cause or create any mortgage, pledge, lien, charge, security interest, claim or other encumbrance on or with respect to such equipment. 7. OPERATIONS A. Support. Operator shall 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 shall be solely responsible for system operations, maintenance, collection of fees and revenues, and promotion of products. Any sub-contracts for e-bike maintenance shall be with local businesses, meaning businesses having a principal place of business within one of the Partner municipalities as described in this Agreement. C. Customer Service. Operator shall maintain a call center that can be accessed by the public by phone or electronically. Operator shall 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. To that end, operator shall meet and maintain the service level terms set forth in Attachment B. As to Operator’s operations in the City of Burlington, Operator shall comply with Attachment J (Certification of Compliance with the City of Burlington’s Outsourcing Ordinance). D. Staffing. Operator shall maintain qualified personnel and ensure adequate staffing to respond to customer demands, including staffing for expected large-scale community and college events. Operator shall employee sufficient staff, contractors, and vendors in number and skill to be capable of providing the services. E. Personnel. Operator shall establish and maintain a contract manager who shall act as its authorized representative and serve as primary contact to the Partners with respect to all matters pertaining to this Agreement. If Operator makes a change to the contract manager, Operator shall promptly notify the Partners and appoint a replacement within a reasonable amount of time given the circumstances that caused the change. F. Expansion Goals. Operator shall work with the Partners to assess and develop goals and plans for expanding services during the term of this Agreement. G. Languages. Operator currently offers support in a number of foreign languages including Spanish, Cantonese, Mandarin, and French. Upon a request by a Partner, and where reasonably possible, Operator shall provide access to Shared Mobility Devices in additional languages. The Parties understand that support response time for some languages may be longer than others. H. Public Outreach. At the request of a Partner, Operator may have a designated representative attend Partner-led public events and meetings as decided at the sole discretion of Operator. I. 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, or disability will be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of any of its services. J. Advertising Policies. If Operator desires to advertise on its equipment, any advertisements must be pre- approved by the Partner having jurisdiction, and meet local, state and campus advertising regulations, before they are installed or otherwise displayed. Understanding that advertising may require approvals from Partner committees and commissions that the Partner has no control over, Partner shall make every effort to assist in moving such requests through the respective Partner’s approval process as quickly as possible. If approval of advertising is a function left to the sole discretion of a Partner official with 6 authority to approve such requests, the Partner shall either approve or deny the advertising request of Operator within seven (7) business days of any written request by Operator and, if Partner does not timely provide its decision, the advertisement shall be deemed approved for use unless and until Operator receives written notice otherwise from Partner. Operator agrees to abide by the Partners’ advertising restrictions related to advertisements, and understands that the Partners shall have a right to review in advance, monitor and/or disallow any and all Advertising that Operator proposes to install or display, in their sole discretion. The Partner shall not be entitled to any revenue generated from Advertising under this Agreement. K. Livable Wage. Operator shall pay every employee a livable wage under the Burlington Livable Wage Ordinance and shall comply with all portions of the Livable Wage Ordinance, including submitting a written certification (Attachment I) during each year of the term of this Agreement demonstrating compliance with the Livable Wage Ordinance. 8. USER FEES In addition to any other fees required under this Agreement, Operator may establish, charge, and collect user fees from customers for use of Operator’s e-bikes and e-scooters, subject to the following conditions: A. Types of Fees. Operator may assess reasonable membership fees (shown in Attachment G), pay as you go fees, and penalty fees. Operator shall notify the Partners within two (2) weeks of Operator intending to modify established fees. B. Subsidized Services. Operator shall maintain a subsidized membership program for qualified low- income individuals, unbanked individuals, those without access to a smart phone, and other eligible programs. At a minimum, such subsidized membership program shall be accessible to all Chittenden County residents ages 18 and older who qualify for the Vermont EBT card or receive some other type of assistance, including but not limited to, social security disability, Medicaid, section 8 housing, and fuel assistance. Operator shall expand promotion, enrollment, and participating locations in this program where possible and with the support of relevant stakeholders. C. Responsibility. Operator shall be solely responsible for processing and handling all payments, fees, penalties, or other monetary transactions by users of the system. D. Direct Payment. All revenues and fees collected by Operator shall be paid directly to Operator without a processing fee and not through a third party system or party without the expressed approval of the Partners. E. Payment Methods. Operator’s system shall be designed to automatically complete financial transactions entered with data input at their mobile application. 9. TRANSPORTATION FEE Operator will create a CATMA Transportation Fund and will allocate one dollar ($1) per day per e-scooter that has been successfully rented via a User, without a promo code to the CATMA Transportation Fund. Operator will audit and provide a distribution of payment into the CATMA Transportation Fund bi-annually. CATMA will work together with the Partners and Operator in good faith to use the fund in a way that will directly impact the services. 10. GENERAL OPERATIONAL CONDITIONS ON USE A. Safety. Operator shall require any user renting its Shared Mobility Devices to have read and acknowledged reading safety requirements and conditions of use. Operator and the Partners shall work together to identify such safety requirements and conditions of use, but at a minimum, such conditions shall 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. 7 B. Protocols. Operator shall develop and maintain protocols that can be utilized for handling extreme weather events, emergency situations, special events, and maintenance activities. These protocols shall be made available to the Partners upon request. C. Training. Operator shall develop and provide at least one training/educational class at a location within each Municipality and at each College demonstrating how to access and use Shared Mobility Devices. Operator shall report back to each Municipality and College on attendance and engagement for each training held in their respective jurisdictions. Operator shall develop and implement a marketing and outreach plan for such classes in consultation with the Partners. D. Speeds. Subject to further restrictions under §11, Operator shall ensure that the maximum operating speed for the electric function of Shared Mobility Devices does not exceed 20 miles per hour for e-bikes and 15 miles per hour for e-scooters. 11. JURISDICTION SPECIFIC CONDITIONS ON USE Operator acknowledges that each Municipality and CATMA (on behalf of the University of Vermont and Champlain College) establishes the conditions of operations within their respective jurisdiction, including speed limits, docking station locations, location limits, and geo-fencing. To that end, Operator shall meet the following jurisdiction specific conditions imposed by each Municipality and College: A. Burlington. Operator shall ensure that all e-bikes and e-scooters follow the jurisdiction specific restrictions contained in Attachment C. Failure to abide by these restrictions shall constitute a breach of this Agreement. B. South Burlington. Operator shall ensure that all e-bikes and e-scooters follow the jurisdiction specific restrictions contained in Attachment D. Failure to abide by these restrictions shall constitute a breach of this Agreement. C. Winooski. Operator shall ensure that all e-bikes and e-scooters follow the jurisdiction specific restrictions contained in Attachment E. Failure to abide by these restrictions shall constitute a breach of this Agreement. D. CATMA. Operator shall ensure that all e-bikes and e-scooters follow the jurisdiction specific restrictions contained in Attachment F. Failure to abide by these restrictions shall constitute a breach of this Agreement. 12. LOCATIONAL RESTRICTIONS A. Out of Hub Fee. Operator shall charge a user a minimum fee of $3 for failing to dock a Shared Mobility Device to a designated structural or virtual docking station approved under this Agreement. B. Out of Area Fee. Operator shall charge a user an Operator-determined fee for leaving a Shared Mobility Device in a location outside the Operating Area. C. Restricted Usage. Operator shall 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 shall include contact information on each Shared Mobility Device where complaints can be received. Operator shall also include information about how complaints can be reported 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 virtual docking station, Operator shall respond to the complaint, remove the Shared Mobility Device from its current location, and return the Shared Mobility Devices to an appropriate structural or virtual docking station within 4 hours of receiving the complaint if the complaint was received between 8:00 am and 8:00 pm, or 10 which may materially affect its ability to effectuate its obligations under this Agreement and, in the event that it becomes such a party, shall immediately notify the Partners 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 shall obtain from time to time any and all licenses, permits or other approvals required under applicable law, which license, permits or other approvals shall be kept current at all times throughout the Term; (e) the execution, delivery and performance of under this Agreement shall 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 party or by which it or any of its properties or assets is bound or affected; and (f) it will comply with all applicable law related to this Agreement and will cooperate fully with the Partners in complying with such applicable law. B. Partners. The Partners represent and warrant that they are the governmental authority with jurisdiction over their 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 their procedures, by-laws, and/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. 20. INSURANCE Prior to the Effective Date of this Agreement, Operator shall obtain insurance coverage meeting each requirement and condition set forth herein. A. Carrier. Operator shall obtain insurance coverage from an insurance company registered and licensed to do business in the State of Vermont 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 the Partners. B. Certificate of Insurance. Proof of insurance and compliance with all requirements in this section should be evidenced on a certificate of insurance acceptable to the Partners. The certificate shall, at a minimum, contain the following: (1) 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) Partners’ information as additional insured and certificate holder; and (8) cancellation information. The certificate of insurance must be received by the Partners prior to the Effective Date of this Agreement. C. Additional Insured. Each required insurance policy (with the exception of workers compensation) shall name each Partner as an additional insured and loss payee. D. Cancellation. All certificates shall 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 the Partners, or fifteen (15) days for non-payment. The policies shall 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 shall contain a clause to the effect that such policies and the coverage evidenced thereby shall be primary with respect to any policies carried by the Partners, and that any coverage carried by the Partners shall be excess insurance. In no event shall the limits of said policies be considered as limiting the liability of Operator under this Agreement. 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 the Partners, and provide evidence of continuing coverage to the Partners: (i) Commercial General Liability Insurance. Operator shall procure Commercial General Liability Insurance, on an occurrence form, providing all major divisions of coverage, including but not 11 limited to: (1) Premises Operations; (2) Products and Completed Operations; (3) Personal Injury and Advertising liability; (4) Fire legal liability. The Commercial General Liability Insurance shall provide the following minimum limits: 1. General Aggregate: $2,000,000 2. Products-Completed Operations Aggregate $2,000,000 3. Personal & Advertising Injury $1,000,000 4. Each Occurrence $1,000,000 5. Damage to Rented Premises $ 250,000 6. Med. Expense (Any one person) $ 5,000 (ii) Workers Compensation. Operator shall provide Workers’ Compensation coverage in accordance with the statutory limits as established by the State of Vermont 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 shall 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 shall require that all subcontractors submit certificates of such insurance to the Partners prior to performing. (iii) Employers’ Liability Insurance. Operator shall also maintain Employers’ Liability Insurance Coverage with limits of at least: 1. Bodily Injury by Accident: $500,000 each accident 2. Bodily Injury by Disease: $500,000 policy limit, $500,000 each employee (iv) Commercial Business Automobile Liability Insurance. Operator shall provide Commercial Business Automobile Liability Insurance, which shall include coverage for bodily injury and property damage liability arising from the operation of any owned, non-owned, or hired automobile. The Commercial Business Automobile Liability Insurance Policy shall provide not less than $1,000,000 Combined Single Limits for each accident. (v) Commercial Umbrella Liability Insurance. Operator shall 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 shall be $2,000,000 per occurrence and $2,000,000 in the aggregate. F. Application to Others. Operator shall require all contractors, subcontractors, agents, or workers performing work or services on its behalf in furtherance of this Agreement to obtain an insurance coverage meeting the requirements of this section as evidence on a certificate of insurance. Operator shall require that all such persons submit certificates of such insurance to the Partners prior to performing work or services. G. Maintaining Coverage. The Partners may require copies of any insurance policies entered into by Operator, and Operator is responsible for annually verifying and confirming in writing to the City 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 shall meet minimum coverage and limits, with any sub-contractors, agents, operators or workers complying with the same insurance requirements as Operator. H. Continuing Obligation. Unless otherwise expressly provided herein, the obligation to insure as 12 provided herein continues throughout term of this Agreement and shall not terminate until this Agreement has expired or been terminated, and the right to occupy the premises is returned to the Partners. 21. INDEMNIFICATION Operator shall—at its sole cost and expense—indemnify, defend, and hold harmless the Partners, their officers, agents, and employees, their 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 their employees, agents, or persons under their direction or control. 22. LIMITATION OF LIABILITY Notwithstanding any other provision of this Agreement, and to the fullest extent permitted under applicable law, no Party shall 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 opportunity, 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 Party expressly releases the other Party from any such liability. The limitations on liability in this section shall not apply to: (1) a Party’s criminal or fraudulent conduct; (2) Operator’s obligations of indemnification under §21; (3) any applicable insurance proceeds; or (4) anything prohibited by applicable law governing te Parties Each Party assumes any and all risks of personal injury and property damage attributable to the acts or omissions of such Party 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. 23. RECORDS RETENTION The Operator agrees to retain, in its files, and to produce to the City to the extent available—within a reasonable time—all books, documents, Electronic Data Media (EDM), and other records related to accounting under this Agreement with the City (“Records”), at any time during this Agreement and for a period of at least three (3) years after its completion or termination. In addition, if any audit, claim, or litigation is commenced before the expiration of that three (3) year period, the Records shall be retained until all related audits, claims, or litigation are resolved. The Operator further agrees that the City shall have access to the Records for the purpose of reviewing and audit during the Agreement period and anytime within the aforementioned retention period. Copies of all Records shall be provided to the City if requested in the format in which the records were obtained, created, or maintained, such that their original use and purpose can be achieved. Operator, sub-contractors, or any representatives performing work related to the Agreement, are responsible to insure that all Records created or stored on EDM is secure and can be duplicated if the EDM mechanism is subjected to power outage or damage. 15 survive such expiration or termination and shall be enforceable by the Partners 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 as a result of this Agreement are incidental to this Agreement, and do not create any rights for such third parties. O. Public Records. All records submitted to the Partners, whether electronic, paper, or otherwise recorded, are subject to the Vermont Public Records Act. The determination of how those records must be handled is solely within the purview of the Partners. All records considered to be trade secrets, as that term is defined by subsection 317(c)(9) of the Vermont Public Records Act, shall be identified by Operator, as shall all other records considered to be exempt under the Act. It is not sufficient to merely state generally that a document or record is proprietary, a trade secret, or otherwise exempt. Particular records, pages or sections that are believed to be exempt must be specifically identified as such and must be separated from other records with a convincing explanation and rationale sufficient to justify each exemption from release consistent with Section 317 of Title 1 of the Vermont Statutes Annotated. P. Relationship. The Parties agree that the Operator is an independent contractor. To that end, the Operator shall determine the method, details, and means of performing the work, but will comply with all legal requirements in doing so. The Operator shall provide its own tools, materials or equipment. The Parties agree that neither the Operator nor its principal is an employee of the Partners or any of their departments, agencies, or related entities. The Parties also agree that neither the Operator nor its principal is entitled to any employee benefits from the Partners. Operator understands and agrees that it and its principal have no right to claim any benefits under a Partner’s employee retirement system, a Partner’s worker’s compensation benefits, health insurance, dental insurance, life insurance, or any other employee benefit plan offered by the Partners. 29. Counterparts; Signature Pages. This Agreement may be executed and delivered in multiple counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. This Agreement may be executed and delivered with separate signature pages with the same effect as though all parties had executed and delivered the same signature page. 30. ATTACHMENTS The following attachments are adopted, incorporated by reference, and made part of this Agreement: A. Attachment A: Notice to Proceed with E-scooters B. Attachment B: Key Performance Indicators C. Attachment C: Burlington D. Attachment D: South Burlington E. Attachment E: Winooski F. Attachment F: CATMA (on behalf of UVM and Champlain College) Location Specific Conditions G. Attachment G: User Fees H. Attachment H: Certificate of Insurance I. Attachment I: Certification of Compliance with the City of Burlington’s Livable Wage Ordinance J. Attachment J: Certification of Compliance with the City of Burlington’s Outsourcing Ordinance K. Attachment K: Certification of Compliance with the City of Burlington’s Union Deterrence Ordinance 16 — Signature Pages Follow — 17 31. SIGNATURE PAGE 1 Persons signing for the Parties hereby swear and affirm that they are authorized to act on behalf of their respective Party and acknowledge that the other Party is relying on their representations to that effect. Gotcha Mobility Name: __Sean Flood_____________________ Title: ___Chief Executive Officer___________ Signature: ____________________________ Date: _________________________________ 20 34. SIGNATURE PAGE 4 Persons signing for the Parties hereby swear and affirm that they are authorized to act on behalf of their respective Party and acknowledge that the other Party is relying on their representations to that effect. City of Winooski Name: ___Jessie Baker___________________ Title: ___City Manager___________________ Signature: ____________________________ Date: _________________________________ 21 35. SIGNATURE PAGE 5 Persons signing for the Parties hereby swear and affirm that they are authorized to act on behalf of their respective Party and acknowledge that the other Party is relying on their representations to that effect. Chittenden Area Transportation Management Association Name: ____Sandy Thibault________________ Title: ____Executive Director______________ Signature: ____________________________ Date: _________________________________ ATTACHMENT A Notice to Proceed with E-scooters Ny vo 25 NOTICE TO PROCEED City of Winooski To: Gotcha Mobility, LLC Date: Contract: Operating Agreement for electric bikes and scooters in Chittenden County Project: Electric Scooters Pilot Authorization: You are notified that, in accordance with §3.B of the Operating Agreement, you are authorized by the City of Winooski, VT to establish and commence an electric scooter pilot program in Winooski, for the period of time identified below, in accordance with the Operating Agreement, including §5.B. Pilot Program Start Date: ______________________ Pilot Program End Date: ______________________ By: _____________________________ ACCEPTANCE OF NOTICE Receipt of the above NOTICE TO PROCEED is hereby acknowledged by: Gotcha Mobility, LLC ____________________________ Name/Title: _________________ Signature: ___________________ 26 NOTICE TO PROCEED Chittenden Area Transportation Management Association To: Gotcha Mobility, LLC Date: Contract: Operating Agreement for electric bikes and scooters in Chittenden County Project: Electric Scooters Pilot Authorization: You are notified that, in accordance with §3.B of the Operating Agreement, you are authorized by the Chittenden Area Transportation Management Association to establish and commence an electric scooter pilot program on the premises of University of Vermont and Champlain College, for the period of time identified below, in accordance with the Operating Agreement, including §5.B. Pilot Program Start Date: ______________________ Pilot Program End Date: ______________________ By: _____________________________ ACCEPTANCE OF NOTICE Receipt of the above NOTICE TO PROCEED is hereby acknowledged by: Gotcha Mobility, LLC ____________________________ Name/Title: _________________ Signature: ___________________ 27 ATTACHMENT B Key Performance Indicators 30 Burlington Specific Conditions Use and Operation 1. Waterfront and Greenway. Operator shall ensure that the speed limit for the electronic assistance function of all Shared Mobility Devices supplied under this Agreement shall be limited to no more than the (10) miles per hour when a Shared Mobility Device is being used within the Burlington Waterfront or on the Burlington Greenway. 2. Church Street Marketplace. Operator shall 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. 3. Gotcha shall 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. For long recreational rides, please contact one of Burlington’s terrific bike rental shops:   4. Prior to expiration of the initial term and 60 days prior to possible renewal, Operator shall provide the City a statement detailing its efforts to integrate escalated pricing into its fee structure, 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 of renewal.     31 ATTACHMENT D South Burlington Location Specific Conditions 32 South Burlington Specific Conditions Use and Operation 1. Red Rocks Park. Operator shall ensure that the electronic assist function of any Shared Mobility Device operating in Red Rocks Park is automatically disabled once the Shared Mobility Device enters Red Rocks Park. 35 ATTACHMENT F CATMA (University of Vermont and Champlain College) Specific Conditions 36 CATMA Conditions Use and Operation None. University of Vermont Policy on Shared Active Transportation Programs    Section 1.0.0 – Purpose  Section 1.0.1 – Definitions  Section 1.0.2 – Permit Required; Permit Term and Fees  Section 1.0.3 – Shared Active Transportation Procedure  Section 1.0.4 – Operations and Maintenance  Section 1.0.5 – Fleet Size Requirements  Section 1.0.6 – Small Vehicle Parking  Section 1.0.7 – Safety Requirements  Section 1.0.8 – Distribution  Section 1.0.9 – Geo‐Fencing  Section 1.0.10 – Data, Statistics, Reporting  Section 1.0.11 – Insurance and Indemnification  Section 1.0.12 – Termination of Permit  Section 1.0.13 – Severability    Section 1.0.0 – Purpose.  UVMoves Active Transportation Policy 1.0 is enacted for the purpose of promoting safe and inclusive  micromobility programs from third party vendors for the University of Vermont campus and all  properties, and providing   for all employees, students and visitors through the orderly management  of bicycles and other small transportation devices.    Section 1.0.1 – Definitions  “Bicycle” shall mean every device propelled by human power upon which any person or persons may  ride, propelled solely by human power through a belt, chain or gears, and having two (2) or more  wheels.  Bicycle shall also include tricycles, quadcycles or similar human powered devices.    “Campus” means the University of Vermont Main Campus and any other University owned, leased or  managed properties where such transportation devices may be used.    “CATMA” means the Chittenden Area Transportation Management Association    “City” means the municipalities bordering the University Campus.     “Department of Transportation and Parking” means the University of Vermont Transportation and  Parking Services Department.     37 “Docked Small Vehicle Sharing System” means a Shared Active Transportation Program in which  companies distribute Small Vehicles via a stationary location and the Small Vehicle must be returned  at the specific locations.  Small Vehicles are tracked via GPS.    “Docking Station” means a location where small vehicles will begin and finish trips and stored in an  orderly manner.     “Dockless Small Vehicle Sharing System” means a Small Vehicle Share Program in which companies  distribute Small Vehicles throughout a campus or city to be rented per trip.  The Small Vehicles can be  locked at any lawful location, and not at a set location, subject to existing University and City  ordinances or policies.  Small Vehicles are tracked via GPS and can be located by users.    “Electric Bike,” or “eBike” means a two‐wheeled device that has handlebars, a seat, pedals, and a  chain or belt, which is powered by electricity.  The electricity is stored on board in a rechargeable  battery.      “Electric Scooter,” or “eScooter” means a two‐wheeled device that has handlebars, a floor board,  designed to be stood upon when operated and is powered by electricity.  The electricity is stored on  board in a rechargeable battery and is propelled at no more than 15 miles per hour.    “Geo‐Fencing” means use of a Global Positioning System (GPS) or Radio Frequency Identification  (RFID) technology to create a virtual geographic boundary, enabling software to trigger a response  when a mobile device enters or leaves a particular area.    “Micromobility” means utility focused urban transport in sub 500kg vehicles, and predominantly  electrically powered.    “Operator” means a company or person that engages in or operates a Shared Active Transportation  Program business or enterprise.    “Shared Active Transportation Permit” means a permit issued by either the University or adjacent  municipality as described under this program.    “Shared Active Transportation Program” means a transportation program ideal for short distance,  point‐to‐point trips, providing users the ability to pick up a Small Vehicle from one location and leave  it at another location within the system’s area.  The system provides users unencumbered access to  Small Vehicles within the defined system area.  Small Vehicles can be remotely accessed via a smart  device application or other credentials and do not need to be attended by the operator.    “Small Vehicle” means Bicycles, Electric Bikes, and Electric Scooters.    “Sustainable Transportation Advisory Committee,” or “STAC” means the committee established and  convened by the Transportation and Parking Sustainable Transportation Coordinator to oversee  implementation of the UVMoves Active Transportation Master Plan and oversight for all Shared  Active Transportation.  40 D. Small Vehicles may NOT be parked in a manner that would impede vehicular traffic on a  street, alley or drive way.    E. Small Vehicles shall NOT be parked in the landscape areas on University properties or in  designated shared paths such that access to the following is impeded:    a. ADA/Special Needs parking zones;  b. Benches, multi‐space parking meters, bus shelters, emergency blue‐lights, light poles,  trees, etc.;  c. Curb ramps;  d. Entryways; and  e. Loading Zones    F. The University reserves the right to define Geo‐Fenced stations within certain areas where  Small Vehicles shall be parked.    G. Incorrectly parked Small Vehicles shall be moved within twenty‐four (24) hours of notice to  the Operator by any means and by any individual or entity, unless the Small Vehicle is creating  a public safety hazard.    H. Small Vehicles creating a public safety hazard shall be removed within two (2) hours of notice  of the Operator by any means, and by any individual or entity.  An eight (8) hour response  time is permitted on weekends and on evenings between the hours of 10 pm and 6 am.      I. The University may remove a Small Vehicle from the University Campus if it violates  Subsections B, D, E, or H of this Section.  The Operator shall pay for the cost of such removal.    J. The Director of Transportation and Parking is hereby authorized to publish special regulations  providing for removal of small vehicles from parking areas and prohibiting small vehicle  parking in certain areas for designated periods for ground maintenance and improvements or  other University functions. Small vehicles not removed from such areas or parked after the  special regulations have been published shall be removed as provided for in Section 1.0.6.    K. The Department of Transportation and Parking may impound any small vehicle found upon  the campus which is not permitted as required by this policy, or which is operated or parked  in violation of this policy, and shall release such small vehicle only after its owner obtains the  requisite permit and pays a fee for its impoundment or a summons is issued to the owner for  the alleged violation. The fee for impoundment shall be an amount sufficient to reimburse the  University for all costs of impounding and enforcing the provisions of this policy. Impounded  small vehicles not claimed may be sold and the proceeds of such sale applied to the cost of  enforcement and impoundment.      L. Any Small Vehicle removed by the University Campus pursuant to the Subsection I above  which is not claimed by the Operator and remains unclaimed with the University for sixty (60)  41 days, shall be considered abandoned, and the University may assert ownership of the same,  and keep or dispose of said Small Vehicle as the University sees fit, including incorporation  into the student UVM Bikes Club leased fleet or public sale.  The proceeds of any such sale  shall belong to the University and be deposited into the University Sustainable Transportation  fund.    Section 1.0.7 – Safety Requirements.    A. No person may operate a small vehicle on the campus unless the same is equipped as follows:  a. Every small vehicle which is operated during the period from one‐half hour after  sunset to one‐half hour before sunrise shall be equipped with an activated white lamp  on the front thereof, visible under normal atmospheric conditions from a distance of at  least 500 feet to the front of the small vehicle, and shall also be equipped with a mirror  reflector or lamp on the rear, exhibiting a red light visible under like conditions from all  distances from 100 feet to 600 feet to the rear of the small vehicle.    b. Every small vehicle shall be equipped with a suitable brake adequate to control the  movement of and to stop the small vehicle on dry, smooth, hard‐surfaced road.    B. Every person operating a small vehicle on a roadway on the campus shall be granted all of the  rights and shall be subject to all of the duties applicable to the driver of a motor vehicle by the  laws of the State of Vermont except insofar as the provisions of this policy conflict with or  modify said general laws.    C. Where a usable and designated shared use path of at least 5’ for small vehicles is provided  adjacent to the roadway, a person operating a small vehicle must use that path. Where such a  path is not provided, a person operating a small vehicle shall ride as near the right side of the  roadway as practicable and shall exercise due care when passing a standing vehicle or one  proceeding in the same direction. Small vehicles may be operated on all streets upon the  campus, regardless of the speed limit of any such street, provided that such operation is in  compliance with this policy.    D. No persons operating small vehicles on the campus may ride more than two abreast.     E. No person may operate a small vehicle at a speed faster than what is reasonable and proper  with regard to the safety of the operator and others; provided, however, that operating an  electric small vehicle at a speed greater than the speed permitted by the Vermont State  Statutes, as amended from time to time, is prohibited.     F. No person operating a small vehicle may attach himself or herself to any other moving vehicle.      G. All persons operating a small vehicle will leave at least one ear free of headphones while  riding.    H. All persons operating a small vehicle will be encouraged to wear a helmet.  42   I. Every person operating a small vehicle shall accord the right‐of‐way to pedestrians.    J.  A person propelling a bicycle or electric bicycle shall not ride other than upon or astride a  permanent and regular seat attached to such bicycle or electric bicycle. No small vehicle may  be used to carry more persons at one time than the number for which it is designed and  equipped.    K. The operator of a small vehicle shall at no time remove both feet from the pedals, nor both  hands from the handlebars or steering apparatus of the small vehicle; nor shall any person  operate a small vehicle in a careless or reckless manner or practice any acrobatic riding on  campus.    L. No operator of a small vehicle shall cause the same to be driven upon any sidewalk or  footpath less than 5’ across, situated on the campus or upon the campus grounds; provided,  however, that the operator of any small vehicle may dismount from the small vehicle and  proceed upon such sidewalks and footpaths on foot, pushing the small vehicle while so  proceeding on foot.    M.  The Department of Transportation and Parking may designate slow or dismount zones in  areas that see higher congestion.       N. Any person operating a small vehicle upon a roadway on the campus shall obey the  instructions of all official traffic control signals, signs and other control devices applicable to  motor vehicles unless otherwise directed by a police officer.    O. Electric scooter should be removed from the shared active transportation program during the  winter months starting in November through March, or when snow accumulation is greater  than 1 inch.     P. Permitted Operators shall provide educational information promoting safe operation of small  vehicles by University affiliates using a variety of methods, in collaboration with University  representatives, including: holding at least two on‐campus events per year, distributing  printed and electronic messaging, and other appropriate means to engage University  affiliates.    Section 1.0.8 – Distribution  A. Permitted operator shall ensure reasonable distribution of small vehicles across campus  docking stations. All docking station locations must be approved by the Department of  Transportation and Parking.   B. UVM will work with permitted operator to identify high priority areas based on station usage  per day and peak times of usage.   NOLINY HOUSE PEDESTRIAN Eels es Roane ’ res HOUSE ea NG/LEARNING Ey ees Dra UNIVERSITY HEIGHTS NORTH yi, > seal 4S  Attachment B: First Amendment to License Agreement 46 47 Champlain College Specific Conditions  Use and Operation    1. Rozendaal Courtyard: Operator shall ensure that the electronic assist of any Shared Mobility Device operating within Rozendaal Courtyard is automatically disabled once the Shared Mobility Device enters the Courtyard off Maple Street. 50 ATTACHMENT I Certification of Compliance with the City of Burlington’s Livable Wage Ordinance 51 Certification of Compliance with the City of Burlington’s Livable Wage Ordinance I, ______________________, on behalf of ________________________________(“Operator”) in connection with a contract to provide Shared Mobility Devices in Burlington and the greater Chittenden County region, hereby certify under oath that Operator (and any sub-consultants or sub-contractors under this contract) is and will remain in compliance with the City of Burlington’s Livable Wage Ordinance, B.C.O. 21-80 et seq., and that: 1. As a condition of entering into this contract, we confirm that all covered employees as defined by Burlington’s Livable Wage Ordinance (including the covered employees of sub-consultants or sub- contractors) shall be paid a livable wage (as determined, or adjusted, annually by the City of Burlington’s chief administrative officer) and provided appropriate time off for the term of the contract; 2. A notice regarding the applicability of the Livable Wage Ordinance shall be posted in the workplace(s) or other location(s) where covered employees work; 3. We will provide verification of an employee’s compensation, produce payroll or health insurance enrollment records or provide other relevant documentation (including that of any sub-consultant or sub-contractors), as deemed necessary by the chief administrative officer, within ten (10) business days from receipt of a request by the City; 4. We will cooperate in any investigation conducted by the City of Burlington’s City Attorney’s office pursuant to this ordinance; and 5. We will not retaliate (nor allow any subcontractor to retaliate) against an employee or other person because an employee has exercised rights or the person has cooperated in an investigation conducted pursuant to this ordinance. Dated this _____ day of _______________, 20__. By: _________________________________________ Gotcha Mobility, LLC Subscribed and sworn to before me: _________________________________________ Notary 52 ARTICLE VI. LIVABLE WAGES1 21-80 Findings and purpose. In enacting this article, the city council states the following findings and purposes: (a) Income from full-time work should be sufficient to meet an individual’s basic needs; (b) The City of Burlington is committed to ensuring that its employees have an opportunity for a decent quality of life and are compensated such that they are not dependent on public assistance to meet their basic needs; (c) The City of Burlington is committed, through its contracts with vendors and provision of financial assistance, to encourage the private sector to pay its employees a livable wage and contribute to employee health care benefits; (d) The creation of jobs that pay livable wages promotes the prosperity and general welfare of the City of Burlington and its residents, increases consumer spending with local businesses, improves the economic welfare and security of affected employees and reduces expenditures for public assistance; (e) It is the intention of the city council in passing this article to provide a minimum level of compensation for employees of the City of Burlington and employees of entities that enter into service contracts or receive financial assistance from the City of Burlington. (Ord. of 11-19-01; Ord. of 10-21-13) 21-81 Definitions. As used in this article, the following terms shall be defined as follows: (a) Contractor or vendor is a person or entity that has a service contract with the City of Burlington where the total amount of the service contract or service contracts exceeds fifteen thousand dollars ($15,000.00) for any twelve (12) month period, including any subcontractors of such contractor or vendor. (b) Grantee is a person or entity that is the recipient of financial assistance from the City of Burlington in the form of grants, including any contractors or subgrantees of the grantee, that exceed fifteen thousand dollars ($15,000.00) for any twelve (12) month period. (c) Covered employer means the City of Burlington, a contractor or vendor or a grantee as defined above. The primary contractor, vendor, or grantee shall be responsible for the compliance of each of its subcontractors (or of each subgrantee) that is a covered employer. 55 (a) This article shall apply to any service contract or grant, as provided by this article that is awarded or entered into after the effective date of the article. After the effective date of the article, entering into any agreement or an extension, renewal or amendment of any contract or grant as defined herein shall be subject to compliance with this article. (b) The requirements of this article shall apply during the term of any service contract subject to the article. Covered employers who receive grants shall comply with this article during the period of time the funds awarded by the City of Burlington are being expended by the covered employer. (Ord. of 11-19-01; Ord. of 10-21-13) 21-84 Enforcement. (a) Each service contract or grant covered by this article shall contain provisions requiring that the covered employer or grantee submit a written certification, under oath, during each year during the term of the service contract or grant, that the covered employer or grantee (including all of its subcontractors and subgrantees, if any) is in compliance with this article. The failure of a contract to contain such provisions does not excuse a covered employer from its obligations under this article. The covered employer shall agree to post a notice regarding the applicability of this section in any workplace or other location where employees or other persons contracted for employment are working. The covered employer shall agree to provide payroll records or other documentation for itself and any subcontractors or subgrantees, as deemed necessary by the chief administrative officer of the City of Burlington, within ten (10) business days from receipt of the City of Burlington’s request. (b) The chief administrative officer of the City of Burlington may require that a covered employer submit proof of compliance with this article at any time, including but not limited to: (1) Verification of an individual employee’s compensation; (2) Production of payroll, health insurance enrollment records, or other relevant documentation; or (3) Evidence of proper posting of notice. If a covered employer is not able to provide that information within ten (10) business days of the request, the chief administrative officer may turn the matter over to the city attorney’s office for further enforcement proceedings. (c) The City of Burlington shall appoint a designated accountability monitor that shall have the authority: (1) To inform and educate employees of all applicable provisions of this article and other applicable laws, codes, and regulations; 56 (2) To create a telephonic and electronic accountability system under this article that shall be available at all times to receive complaints under this article; (3) To establish and implement a system for processing employees’ complaints under this article, including a system for investigating complaints and determining their initial credibility; and (4) To refer credible complaints to the city attorney’s office for potential enforcement action under this article. The designated accountability monitor shall forward to the City of Burlington all credible complaints of violations within ten (10) days of their receipt. (d) Any covered employee who believes his or her covered employer is not complying with this article may file a complaint in writing with the city attorney’s office within one (1) year after the alleged violation. The city attorney’s office shall conduct an investigation of the complaint, during which it may require from the covered employer evidence such as may be required to determine whether the covered employer has been compliant, and shall make a finding of compliance or noncompliance within a reasonable time after receiving the complaint. Prior to ordering any penalty provided in subsection (e), (f), or (g) of this section, the city attorney’s office shall give notice to the covered employer. The covered employer may request a hearing within thirty (30) days of receipt of such notice. The hearing shall be conducted by a hearing officer appointed by the city attorney’s office, who shall affirm or reverse the finding or the penalty based upon evidence presented by the city attorney’s office and the covered employer. (e) The City of Burlington shall have the right to modify, terminate and/or seek specific performance of any contract or grant with a covered employer from any court of competent jurisdiction, if the covered employer has not complied with this article. (f) Any covered employer who violates this article may be barred from receiving a contract or grant from the city for a period up to two (2) years from the date of the finding of violation. (g) A violation of this article shall be a civil offense subject to a civil penalty of from two hundred dollars ($200.00) to five hundred dollars ($500.00). All law enforcement officers and any other duly authorized municipal officials are authorized to issue a municipal complaint for a violation of this article. Each day any covered employee is not compensated as required by this article shall constitute a separate violation. (h) If a complaint is received that implicates any City of Burlington employee in a possible violation of this article, that complaint will be handled through the City’s personnel procedures, not through the process outlined in this article. 57 (i) Any covered employee aggrieved by a violation of this article may bring a civil action in a court of competent jurisdiction against the covered employer within two (2) years after discovery of the alleged violation. The court may award any covered employee who files suit pursuant to this section, as to the relevant period of time, the following: (1) The difference between the livable wage required under this article and the amount actually paid to the covered employee; (2) Equitable payment for any compensated days off that were unlawfully denied or were not properly compensated; (3) Liquidated damages in an amount equal to the amount of back wages and/or compensated days off unlawfully withheld or fifty dollars ($50.00) for each employee or person whose rights under this article were violated for each day that the violation occurred or continued, whichever is greater; (4) Reinstatement in employment and/or injunctive relief; and (5) Reasonable attorneys’ fees and costs. (j) It shall be unlawful for an employer or any other person to interfere with, restrain, or deny the exercise of, or the attempt to exercise, any right protected under this article. No person shall engage in retaliation against an employee or threaten to do so because such employee has exercised rights or is planning to exercise rights protected under this article or has cooperated in any investigation conducted pursuant to this article. (Ord. of 11-19-01; Ord. of 2-17-04; Ord. of 5-2-11; Ord. of 10-21-13) 21-85 Other provisions. (a) No covered employer shall reduce the compensation, wages, fringe benefits or leave available to any covered employee in order to pay the livable wage required by this article. Any action in violation of this subsection shall be deemed a violation of this article subject to the remedies of Section 21-84. (b) No covered employer with a current contract, as of the effective date of this provision, with the City of Burlington for the use of property located at the Burlington International Airport may reduce, during the term of that contract, the wages of a covered employee below the livable wage as a result of amendments to this article. (c) Where pursuant to a contract for services with the city, the contractor or subcontractor incurs a contractual obligation to pay its employees certain wage rates, in no case except as stated in subsection (d) of this section, shall the wage rates paid pursuant to that contract be less than the minimum livable wage paid pursuant to this article. 60 ATTACHMENT J Certification of Compliance with the City of Burlington’s Outsourcing Ordinance 61   Certification of Compliance with the City of Burlington’s Outsourcing Ordinance I, __________________________________, on behalf of __________________________________ (Contractor) and in connection with the __________________________________________________________________________________ ______[project], hereby certify under oath that (1) Contractor shall comply with the City of Burlington’s Outsourcing Ordinance (Ordinance §§ 21-90 – 21-93); (2) as a condition of entering into this contract or grant, Contractor confirms that the services provided under the above-referenced contract will be performed in the United States or Canada. Dated at ________________________, Vermont this ____ day of __________________, 20__. By:_______________________________________________ Duly Authorized Agent Subscribed and sworn to before me: _______________________________ Notary 62 ARTICLE VII. OUTSOURCING 21-90 Policy. It is the policy of the City of Burlington to let service contracts to contractors, subcontractors and vendors who perform work in the United States. (Ord. of 11-21-05/12-21-05) 21-91 Definitions. (a) Contractor or vendor. A person or entity that has a contract with the City of Burlington primarily for the furnishing of services (as opposed to the purchasing of goods), including any subcontractors of such contractor or vendor. (b) Government funded project. Any contract for services which involves any city funds and the total amount of the contract is fifty thousand dollars ($50,000.00) or more. Burlington School Department contracts shall not be considered government funded projects under this article. (c) Outsourcing. The assigning or reassigning, directly, or indirectly through subcontracting, of services under a government funded project to workers performing the work outside of the United States. (Ord. of 11-21-05/12-21-05) 21-92 Implementation. (a) No contract for a government funded project shall be let to any contractor, subcontractor, or vendor who is outsourcing, or causing the work to be performed outside of the United States or Canada. (b) Prior to the commencement of work on a government funded project a contractor, subcontractor or vendor shall provide written certification that the services provided under the contract will be performed in the United States or Canada. (Ord. of 11-21-05/12-21-05) 21-93 Exemption. An exemption from requirements of this article may be authorized by the chief administrative officer based upon a determination that the services to be performed for the government funded project are not available in the United States or Canada at a reasonable cost. Any such exemption decision by the chief administrative officer shall be reported to the board of finance in writing within five (5) days. The board of finance may, if it should vote to do so, override the exemption decision if such vote occurs within fourteen (14) days of the date of the chief administrative officer’s communication to such board. 65 Certification of Compliance with the City of Burlington’s  Union Deterrence Ordinance          I, , on behalf of     (Contractor) and in connection with (City    contract/project/grant), hereby certify under oath that    (Contractor) has not advised the conduct of any illegal activity, and it does not currently, nor will it over the life of the contract advertise or provide union deterrence services in violation of the City’s union deterrence ordinance.  Dated at , Vermont this day of , 20 .        By: Duly Authorized Agent    66 ARTICLE VIII. UNION DETERRENCE 21-100 Policy. It is the policy of the City of Burlington to limit letting contracts to organizations that provide union deterrence services to other companies. (Ord. of 3-27-06/4-26-06) 21-101 Definitions. (a) Contractor or vendor. A person or entity that has a contract with the City of Burlington primarily for the furnishing of services (as opposed to the purchasing of goods), including any subcontractors of such contractor or vendor. (b) Government funded project. Any contract for services which involves any City funds and the total amount of the contract is fifteen thousand dollars ($15,000.00) or more. Burlington School Department contracts shall not be considered government funded projects under this article. (c) Union deterrence services. Services provided by a contractor, subcontractor or vendor that are not restricted to advice concerning what activities by an employer are prohibited and permitted by applicable laws and regulations, but extend beyond such legal advice to encouraging an employer to do any of the following: 1) Hold captive audience, (i.e., mandatory) meetings with employees encouraging employees to vote against the union; 2) Have supervisors force workers to meet individually with them to discuss the union; 3) Imply to employees, whether through written or oral communication, that their employer may have to shut down or lay people off if the union wins the election; 4) Discipline or fire workers for union activity; 5) Train managers on how to dissuade employees from supporting the union. (d) Substantial portion of income. For the purposes of this article, substantial portion of income shall mean greater than ten (10) percent of annual gross revenues or one hundred thousand dollars ($100,000.00), whichever is less. (Ord. of 3-27-06/4-26-06) 67 21-102 Implementation. (a) No contract for a government funded project shall be let to any contractor, subcontractor, or vendor who 1) Advises or has advised an employer to conduct any illegal activity in its dealings with a union. 2) Advertises union deterrence services as specialty services; 3) Earns a substantial portion of its income by providing union deterrence services to other companies in order to defeat union organizing efforts. (b) Prior to the commencement of work on a government funded project a contractor, subcontractor or vendor shall provide written certification that it has not advised the conduct of any illegal activity, it does not currently, nor will it over the life of the contract provide union deterrence services in violation of this article. (Ord. of 3-27-06/4-26-06) 21-103 Enforcement. (a) Any contractor, subcontractor or vendor who files false or materially misleading information in connection with an application, certification or request for information pursuant to the provisions of this article or provided union deterrence services during the life of a contract for a government funded project shall be deemed to be in violation of this article. (b) The City of Burlington shall have the right to modify, terminate and or seek specific performance of any contract for a government funded project if the contractor, subcontractor or vendor has not complied with this article. (Ord. of 3-27-06/4-26-06) 21-104—21-110 Reserved.