HomeMy WebLinkAboutNEUTRON HOLDINGS, INC DBA LIME 6/17/2025
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CITY OF EVERETT + LIME MICROMOBILITY SERVICES OPERATING AGREEMENT
THIS OPERATING AGREEMENT (the "Agreement") is made as of date of last signature
below (the “Effective Date”), by and between the CITY OF EVERETT, a municipal corporation of
the State of Washington (the “City”), and NEUTRON HOLDINGS, INC. doing business as LIME
(“Lime”), a Delaware Corporation (collectively, the “Parties”).
1. RECITALS
1.1. Lime seeks to provide its e-scooter services to the Everett community as an
alternative to carbon-emitting vehicles.
1.2. This Agreement governs Lime’s provision of e-scooter services to the City during
the Program.
NOW, THEREFORE, the Parties agree as follows:
2. AUTHORIZATION TO USE CITY RIGHTS-OF-WAY/PAYMENT
2.1. Authorization. For the duration of this Agreement, the City hereby grants to Lime
a nonexclusive authorization to provide, pursuant to the terms of this Agreement,
a maximum of 500 e-scooters at any one time upon open City right-of-way. Lime
may request to have a higher maximum number of e-scooters upon furnishing
supportive scooter usage data. The City, in its sole discretion and upon written
notice to Lime, may authorize a higher maximum number of shared scooters.
2.2. Limited Rights. This Agreement is intended to provide limited rights only as to
those rights-of-way in which the City has an actual interest. It is not a warranty of
title or interest in any right-of-way, it does not provide Lime with any interest in
any particular location within the right-of-way, and it does not confer rights other
than as expressly provided in this Agreement.
2.3. Geofencing. Lime will implement and enforce no-riding and no-parking zones in a
manner that optimizes ridership and safety. Geofencing technology via the Lime
application and website will be implemented to the extent it is practicable to
accomplish such zones. Lime will exclude by geo-fencing all Lime e-scooters from
the Interurban Trail, the Wetmore Theatre Plaza and Everpark Plaza. Lime will
also exclude by geo-fencing other areas that the City provides to Lime.
2.3.1. The City will encourage and facilitate cooperation by businesses to work
with Lime to support mutually beneficial deployments and parking in key
transportation corridors.
2.4. Payment. In addition to any and all fees for permits, licenses, or other fees
necessary for compliance with this Agreement and all applicable regulatory
requirements, Lime will pay the City a per scooter trip fee equal to ten cents for
every scooter trip initiated within the City limits. This fee will be paid quarterly upon
the completion of every 3 calendar months of operations.
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3. VEHICLE OPERATION
3.1. Legal Compliance. Lime will operate its e-scooter program in conformance with
all applicable state and local laws including without limitation chapter 46.80 of the
Everett Municipal Code (Motorized Foot Scooters) as may be amended, permit
requirements, and the terms of this Agreement.
3.2. Right-of-way use permit. Consistent with subsection 3.1 above, Lime must obtain
a right-of-way use permit from the City prior to using City rights -of-way. Lime
must comply with the terms of such right-of-way permit. If provisions in this
Agreement and the right-of-way permit conflict, the provisions of this Agreement
shall prevail.
3.3. Age. Only individuals 18 years of age or older will be authorized to use scooters in
the City.
3.4. Speed. Lime’s scooters throttle at a speed no greater than 15 miles per hour.
3.5. Minimum shared scooters. Lime shall make a minimum of 75 e-scooters available
for rental daily.
3.6. Hours of Operation. Lime’s vehicles will operate 24 hours a day, 365 days per year,
except as necessary for emergencies, inclement weather, special events, seasonal
scaledown, and planned operational pauses in cooperation with the City.
3.7. Customer education. Lime must inform its customers of applicable legal
requirements governing e-scooters, including without limitation, helmet
requirements, prohibitions on traveling on sidewalks, and parking or leaving e -
scooters in a manner that impedes pedestrian or vehicular traffic.
3.8. Identification and tracking of e-scooters. Each e-scooter shall be clearly branded
with color, Lime logo, phone number, email address and website to contact with
questions, complaints or problems. The City may provide this information on City
websites. It is the sole responsibility of Lime to track and monitor each sh ared
scooter that is deployed onto City right-of-way. All scooters must bear a single
unique alphanumeric identification visible from a distance of five feet.
3.9. Customer complaints and safety concerns. Lime shall respond within 4 hours to
each customer complaint related to safety or improperly parked shared scooters.
Lime shall maintain an online request logging system with a portal provided for City
to review. The system shall log time the request was received, nature of the
request, time of Lime’s response, time and nature of Lime’s resolution.
3.10. Application. Lime will provide a publicly accessible application for riders and the
public to interface with Lime, which will include at a minimum the following
components:
(a) Where riding a scooter is permitted;
(b) Proper parking and identification of areas where parking of scooters is
permitted; and
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(c) Safe riding.
4. FLEET & DEPLOYMENT
4.1. Fleet. Lime’s initial Scooter fleet size during the Term of the Program will be up to
500 scooters deployed within the City. Lime will consider and deploy additional
vehicles (after approval from the City as required under Section 2.1) based on data
such as trips per vehicle per day demonstrating lost demand.
4.2. Distribution of Scooters. Lime will regularly monitor the deployment and
dispersion of its scooters to maintain service throughout the City. Lime shall
deploy e-scooters geographically according to ridership demand data. Staging
shall generally be in groups of 2-8 e-scooters.
4.3. Pedestrian Movement. Lime will deploy scooters in a manner that does not
impede pedestrian movement and does not damage any property.
4.4. Deployment Locations. Lime will deploy vehicles based upon demand data, public
safety, special events, construction, and other factors.
4.5. Evaluation of scooter share program. To the extent permitted by data security and
data privacy laws, Lime agrees to participate in the evaluation of its scooter share
program, including, collecting and providing data relevant to evaluating the success
of the scooter share program, distributing an online City survey to Lime customers
and the results of such survey to the City. At a minimum, Lime will provide
anonymized monthly summary data on the following information regarding the
scooter program in a format similar to that in Exhibit A:
4.5.1. Number of customer complaints;
4.5.2. Summary of nature of customer complaints;
4.5.3. Number of reported injuries
4.5.4. Lime will provide the City scooter travel data including: (1) availability; (2)
trip starts; (3) trip destinations, and (4) route travelled by providing its MDS
(Mobility Data Specification) and GBFS (General Bikeshare Feed
Specification) feeds to a data aggregator the city may choose to employ to
provide data analysis.
The City acknowledges the data above in 4.5.1, 4.5.2, and 4.5.3 has not been
investigated by a public safety authority. All such data received are anecdotal
comments provided to the Lime and does not reflect information provided in a
formal police report.
4.6. Special Events. The City may request that Lime develop special event operating
plans in conjunction with the City. Lime will prepare such plans no more than once
per quarter.
4.7. Temporary removal of shared scooters from rights-of-way. Upon written request
of the City due to emergency, severe weather, construction, parade, public
gathering, or other situation affecting the normal use of the right -of-way, Lime
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must collect and remove from the rights-of-way all or, at the City’s sole discretion,
a portion of Lime’s shared scooters, until such time the City authorizes the shared
scooters to return to the rights-of-way. If Lime does not remove the shared
scooters in the time prescribed by the City, but no less than 24 hours for
emergencies and 48 hours for non-emergencies, the City is authorized to remove
the scooters to a location of its choosing. In this event, Lime may retrieve the
shared scooters from the City at any time during normal business hours. Th e Lime
will pay the City within 60 days of the City issuing Lime a written, properly
addressed and itemized invoice, indicating the time, date, and location, and reason
for the City’s removal, the reasonable costs incurred by the City to move the shared
scooters, but in no case less than fifty dollars ($50.00) and no more than $75.00 per
removed scooter.
4.8. Damage to or loss of e-scooters. Lime is solely responsible for maintaining all of its
e- scooters deployed in the City in fully functioning and good working order. Lime
is solely responsible for any and all damage to or loss of a e-scooter and for any and
all costs associated therewith. Lime should make every effort to recover a lost or
locate a stolen shared scooter prior to contacting law enforcement. Lime shall
remove all e-scooters that are damaged, require recharging, or will not otherwise
be fully functional and operational. Lime must take corrective action within 4 hours
for any report of a damaged, misplaced, or abandoned scooter. For the purpose of
this subsection, “corrective action” means relocating a scooter to a location
compliant with all terms of this Agreement.
4.9. Damage or loss to other persons or property. As between the City and Lime, Lime
is solely responsible for any and all damage to property or injury to person,
including death, arising out of or related to scooter share program and any and all
costs associated therewith unless caused by the sole negligence or willful
misconduct of the City.
4.10. E-scooter parking
4.10.1. Authorized parking. E-scooters may be parked in or upon the following
areas:
• On Sidewalks. E-Scooters may be deployed within the right-of-
way on sidewalks and located within the furniture zone, or just
behind the sidewalk in areas with typical 5 to 6’ wide sidewalks.
“Furniture zone” means a linear portion of the sidewalk
corridor, adjacent to the curb that contains elements such as
street trees, signal poles, street lights, bicycle racks or other
street furniture. Furniture zone does not include the width of
the actual curb.
• In a Designated Scooter Corral. Shared scooters may also be
parked in a marked scooter corral officially designated with
markings, signs, or both by the City or a private property owner.
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4.10.2. Parking prohibited. E- scooters are prohibited from parking in or upon the
following areas:
• Streets and Alleys. E- scooters shall not be parked on street
pavements or alleys.
• Doorways and building entrances. E-scooters shall not be
parked so as to block doorways or entrances to buildings.
• Driveways and Alleys Entrances. E- scooters shall not be parked
in or so as to block driveways or alleyway approaches to streets.
• Curb Ramps and Pedestrian Access Routes. E-scooters shall not
be parked so as to block curb ramps or leaving less than a 4-
foot-wide pedestrian access route remaining on the sidewalk.
4.10.3. Improperly parked shared scooters. It is the sole responsibility of Lime to
remove or move shared scooters that are parked or stored in violation of
the terms of this Agreement as soon as is practicable after receiving
written notice thereof, including location and vehicle number, to an area
authorized for e- scooter parking. Regardless of the foregoing, the City, at
any time, may move shared scooters parked in violation of the terms of
this Agreement to an area authorized for shared scooter parking. If the
City moves any shared scooter from an unauthorized parking area, the City
will charge, and Lime will pay the City, fifty dollars ($50.00) for each
scooter moved by the City. Lime will pay the City within 30 days of the City
issuing Lime a written, itemized invoice with the date, time, location, and
vehicle number.
5. COMMUNICATION.
5.1. Designated Points of Contact. Lime shall provide to the City the contact
information of a local staff member who shall serve as a central point of contact
(“Lime POC”). The City shall also provide to Lime a central City point of contact
(“City POC”). The Lime POC shall have responsibility for the services provided in
this Agreement for the duration of the Program. If a Party’s POC changes, the Party
must immediately notify the other Party of such change in writing.
5.1.1. Legal Notices to Lime will be addressed to Neutron Holdings, Inc., 85 2nd
Street, Suite 750, San Francisco, CA 94105, with copies to Legal@li.me.
5.2. Regular Meetings. During the Program, the City and Lime POC shall meet—in
person, virtually, or telephonically—at least once per month or as needed to
review the performance of the Program.
6. BUSINESS LICENSING AND TAXES
6.1. Lime will obtain a general business license in the City and pay fees to the City for
licensure in accordance with the City code.
6.2. Lime will pay all applicable taxes.
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7. TERM AND TERMINATION.
7.1. Term. The Term of this Agreement and the Program will be two years commencing
on the Effective Date (the “Term”). Prior to completion of the Term, the
Agreement may be extended for additional two-year extension terms, with such
extensions approved in writing by the City Economic Development Director and
an authorized representative of Lime.
7.2. Termination.
7.2.1. Voluntary. As the purpose of the Program is for Lime to administer a self -
sustaining micromobility program to provide transportation alternatives
and to iterate to achieve the parameters that will promote a continued
successful micromobility program, the Parties may evaluate program
performance each quarter of the term using metrics including those
related to ridership. Either Party may unilaterally terminate the Agreement
due to poor or unsustainable program performance. The terminating
party must give notice to the non-terminating party of the intention to
terminate no less than 45 days prior to the termination date.
7.2.2. Involuntary. This Agreement may be suspended or revoked by the City for
continuing, documented, and unmitigated violation by Lime of this
Agreement or applicable federal, state, or local law after 45 days written
notice to comply has been provided to Lime and a failure to remedy.
8. INSURANCE.
8.1. General. Lime will maintain insurance coverage in compliance with Washington
law from insurers that are authorized to do business in the State of Washington.
8.2. Certificate. Before deploying any scooters, Lime shall provide to the City (or as
directed by the City to the City’s third-party insurance verification vendor) its
Certificate of Insurance and endorsements indicating that Lime has in force, at a
minimum, the insurance coverages below.
8.3. Coverages. Lime will maintain this coverage for the duration of the Term:
8.3.1. Commercial General Liability. $2,000,000 combined single limit per
occurrence and $5,000,000 annual aggregate limit covering all operations.
8.3.2. Automobile Liability. $1,000,000 combined single-limit coverage for
service vehicles Lime uses in performance of this Agreement.
8.4. Workers Compensation. Lime will insure itself against liability for Workers’
Compensation in compliance with Washington state law.
8.5. Other. The above liability policies shall be primary and noncontributory as to the
City. The City shall be named an additional insured under the above liability
policies via blanket endorsement. No cancellation provision in any insurance
policy shall be construed in derogation of the continuous duty of Lime to furnish
the required insurance during the term of this Agreement.
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9. INDEMNITY
9.1. Except as otherwise provided in this section, Lime hereby agrees to indemnify
and hold harmless the City from any and all Claims arising out of, in connection
with, or incident to, to the maximum extent allowed by law, this Agreement or
any negligent or intentional acts, errors, omissions, or conduct by Lime (or its
employees, agents, representatives or subcontractors/subconsultants) relating to
this Agreement, whether such Claims sound in contract, tort, or any other legal
theory. Lime’s indemnity obligation includes without limitation the City’s
reasonable attorney’s fees and costs in defense of Claims. Lime is obligated to
indemnify the City pursuant to this section whether a Claim is asserted directly
against the City, or whether it is asserted indirectly against the City, e.g., a Claim is
asserted against someone else who then seeks contribution or indemnity from
the City. Lime’s duty to indemnify pursuant to this section is not in any way
limited to, or by the extent of, insurance obtained by, obtainable by, or required
of Lime.
9.2. Lime’s obligations under this section shall not apply to Claims caused by the sole
negligence or willful misconduct of the City. Solely and expressly for the purpose
of its duties to indemnify the City, Lime specifically waives any immunity it may
have under the State Industrial Insurance Law, Title 51 RCW. Lime recognizes that
this waiver of immunity under Title 51 RCW was specifically entered into pursuant
to the provisions of RCW 4.24.115 and was the subject of mutual negotiation. As
used in this section : (1) “City” includes the City, the City’s officers, employees,
agents, and representatives and (2) “Claims” include, but is not limited to, any and
all losses, penalties, fines, claims, demands, expenses (including, but not limited
to, attorney’s fees and litigation expenses), suits, judgments, or damages,
irrespective of the type of relief sought or demanded, such as money or injunctive
relief, and irrespective of whether the damage alleged is bodily injury, damage to
property, economic loss, general damages, special damages, or punitive damages.
If, and to the extent, Lime employs or engages subconsultants or subcontractors,
then Lime shall ensure that each such subconsultant and subcontractor (and
subsequent tiers of subconsultants and subcontractors) shall expressly agree to
indemnify the City to the extent and on the same terms and conditions as Lime
pursuant to this section. This section survives termination or expiration of this
Agreement.
10. APPLICABLE LAW. This Agreement is a Washington contract and shall be governed by the
laws of Washington. All suits for any claims or for any breach or dispute arising out of this
Agreement may be brought in the appropriate court of competent jurisdiction in a state
or federal court of competent jurisdiction in the United States District Court for the
Western District of Washington.
11. NON-ASSIGNMENT. Lime shall not assign its rights and duties under this Agreement
without the prior written consent of the City.
12. ENTIRE AGREEMENT. This Agreement sets forth the entire agreement and understanding
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between the Parties with respect to the transaction contemplated hereby and supersedes
all prior agreements, arrangements and understandings which led to the subject matter
hereof.
13. WAIVER. Failure of any Party at any time or times to require performance of any provision
hereof shall in no manner affect the right at a late r time to enforce the provisions. No
waiver by either party of any condition, or the breach of any term, covenant,
representation or warranty contained in this Agreement, whether by conduct or
otherwise, in any one or more instances, shall be deemed a furt her or continuing waiver
of any condition or covenant, representation or warranty of this Agreement.
14. AMENDMENT. This Agreement shall not be amended, changed, modified, waived or
discharged in whole or in part except by written agreement executed by the Mayor for
the City and by an authorized representative of Lime.
15. COUNTERPART/SIGNATURES. This Agreement may be executed in any number of
counterparts, each of which when executed and delivered shall be deemed to be an
original without production of any other counterpart. Any electronic signature (such as
AdobeSign and Docusign) shall be deemed an original signature.
[signatures on following page(s)]
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By signing below, each party agrees to be bound by the terms of this Agreement. The
parties have executed this Agreement as of the Effective Date above.
NEUTRON HOLDINGS, INC.,
a Delaware corporation
Signature: _____________________
Date:
Name: Timothy Aboussleman
Title: Regional General Manager
CITY OF EVERETT,
a Washington municipal corporation
Signature: _____________________
Date:
Name: Cassie Franklin
Title: Mayor
Timothy Aboussleman
06/17/2025 06/17/2025
EXHIBIT A
Report
Everett | Lime Scooter - April 2025
TOPLINE STATS
*heat maps of trip routes*
*graph of trips per day*
*graph of unique riders per day*
CUSTOMER SERVICE SUMMARY
Count of April 311 complaints: *
Ticket timestamp Ticket Type Resolve time Comment
02/03/25 12:59PM
02/03/25 1:46PM Vehicles Relocated
Safety Issues Reported
0 Reported
Local Contacts:
Hayden Harvey: Director, Government Relations
hayden.harvey@li.me
Victor Long: Senior Operations Manager
victor.long@li.me
Marcos Sanchez: Operations Coordinator
marcos.sanchez@li.me
Lime Micromobility Services_06132025_SD
Final Audit Report 2025-06-18
Created:2025-06-17
By:Ashleigh Scott (AScott@everettwa.gov)
Status:Signed
Transaction ID:CBJCHBCAABAAOxgX4TFogv2kSDORe9sz7zRqGfCI7CPu
"Lime Micromobility Services_06132025_SD" History
Document created by Ashleigh Scott (AScott@everettwa.gov)
2025-06-17 - 7:57:34 PM GMT
Document emailed to Tyler Chism (TChism@everettwa.gov) for approval
2025-06-17 - 7:59:11 PM GMT
Email viewed by Tyler Chism (TChism@everettwa.gov)
2025-06-17 - 8:37:09 PM GMT
Document approved by Tyler Chism (TChism@everettwa.gov)
Approval Date: 2025-06-17 - 8:37:16 PM GMT - Time Source: server
Document emailed to timothy.aboussleman@li.me for signature
2025-06-17 - 8:37:18 PM GMT
Email viewed by timothy.aboussleman@li.me
2025-06-17 - 9:14:42 PM GMT
Signer timothy.aboussleman@li.me entered name at signing as Timothy Aboussleman
2025-06-17 - 9:15:25 PM GMT
Document e-signed by Timothy Aboussleman (timothy.aboussleman@li.me)
Signature Date: 2025-06-17 - 9:15:27 PM GMT - Time Source: server
Document emailed to Tim Benedict (TBenedict@everettwa.gov) for approval
2025-06-17 - 9:15:29 PM GMT
Email viewed by Tim Benedict (TBenedict@everettwa.gov)
2025-06-17 - 9:47:22 PM GMT
Document approved by Tim Benedict (TBenedict@everettwa.gov)
Approval Date: 2025-06-17 - 9:47:30 PM GMT - Time Source: server
Document emailed to Cassie Franklin (cfranklin@everettwa.gov) for signature
2025-06-17 - 9:47:32 PM GMT
Email viewed by Cassie Franklin (cfranklin@everettwa.gov)
2025-06-17 - 9:48:22 PM GMT
Document e-signed by Cassie Franklin (cfranklin@everettwa.gov)
Signature Date: 2025-06-17 - 9:48:30 PM GMT - Time Source: server
Document emailed to Ashleigh Scott (AScott@everettwa.gov) for approval
2025-06-17 - 9:48:32 PM GMT
Document approved by Ashleigh Scott (AScott@everettwa.gov)
Approval Date: 2025-06-18 - 4:09:24 PM GMT - Time Source: server
Agreement completed.
2025-06-18 - 4:09:24 PM GMT