Amherst-Chicopee-Easthampton-Holyoke-Northampton-SHadley-WSpringfield-PVPC-UMass signedValleyBike Share Memorandum of Understanding (v.3.1.2020)-Page 1 of 6
Memorandum of Understanding for ValleyBike Share
By and between all participating Municipalities, UMass-Amherst, and PVPC
In accordance with M.G.L. c 40, Section 4A, this Memorandum of Understanding (“MOU”) is agreed to
by and among the municipalities of Amherst, Chicopee, Easthampton, Holyoke, Northampton,
Springfield, South Hadley, West Springfield, and such other municipalities that join later, and the Pioneer
Valley Planning Commission and the University of Massachusetts, Amherst, each a “Party” and,
collectively, the “Parties.” This MOU creates a shared regional collaboration for purposes of managing
and operating a bike share system (“ValleyBike”), serving the member communities, as described more
particularly herein.
WHEREAS, ValleyBike is an integrated bike share system that extends the public transit system, reduces
single-occupancy vehicle trips, provides short-range commuting and travel alternatives, provides
affordable mobility, provides opportunities for exercise, and reduces vehicle miles traveled and
greenhouse gas emissions.
WHEREAS, as part of broader goals to create more sustainable communities and promote healthy non-
motorized transportation alternatives, the Parties wish to implement and operate ValleyBike;
WHEREAS, the Parties have recognized the funding and sponsorship opportunities and the service and
efficiency benefits from a collectively managed system reduce costs to all Parties;
WHEREAS, it is the intent of the Parties that this Memorandum of Understanding supersedes all prior
MOUs pertaining to the operation of ValleyBike.
WHEREAS, the Parties have agreed to work together to seek grants, sponsorship, and other funding to
implement and expand ValleyBike. The contracts between the City of Northampton, as the lead
community for ValleyBike and the ValleyBike vendor or vendors, as may be amended from time to time,
are available at www.northamptonma.gov/1599/ValleyBike, attached hereto by reference. The
contracts are not binding on communities that are not signatories to those contracts. The contracts provide
the background required to understand the obligations each community must make under this MOU to
participate in ValleyBike, including obtaining the necessary local approvals, procuring and installing
concrete pads and electrical supplies, describing the ownership of bike share equipment in each
community, and commitments to ValleyBike through December 1, 2025. In addition, such documents
designate Northampton as the lead community for ValleyBike by virtue of its contracts with the Vendor
(as defined below) and its receipt of MassDOT Congestion Mitigation and Air Quality Bike Share
funding (“CMAQ”).
WHEREAS, it is the hope, but not the obligation, of the Parties that ValleyBike will continue for as long
as there is a public need for services provided by the program, with maintenance, operations, and regular
equipment replacement covered by the Vendor, funded by user fees and sponsorships, with no additional
costs to local communities.
NOW, THEREFORE, the parties agree to work together to advance ValleyBike as follows:
1. Purpose of Memorandum
The purpose of this MOU is to organize the implementation and operation of ValleyBike and provide for a
mutual agreement on the operation of that system.
2.ValleyBike Vendor (“Vendor”)
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The Lead Community (as defined below) has a contract with the Vendor to operate ValleyBike in
accordance with the scope of services approved by MassDOT and Federal Highway Administration (see
above link for contacts). The contract provides the legal detail, but in summary the Vendor will deploy
bike share bicycles at stations along rail and transit lines, and other areas of dense population or
employment, and other key destinations located in its member municipalities and other entities. The
Vendor will provide bicycles for use by program members (e.g. memberships may be daily, weekly, and
annually) from unattended stations, incentivizing short-term use (e.g. up to 45 minutes). The bicycles will
be tamper and vandalism resistant and will employ radio-frequency identification smartcards and wireless
and internet technologies to coordinate and track bicycle pick-up, drop-off, and subscriber information.
This advanced technology system will track user demand and provide a mechanism to maintain a
balanced distribution of bikes within each host community, and the desirable number of bikes and spare
parking within each station. The Vendor holds the naming rights to the system if they sign a non-partisan
system-wide named sponsor.
3.ValleyBike Advisory Group (“advisory group”)
a.The Parties agree to work together through a ValleyBike advisory group that will make
recommendations including but not limited to ValleyBike policy decisions, CMAQ scope of
services, Vendor Requests for Proposals, Vendor selection, Vendor contracts and contract
amendments, the activities of the parties, and otherwise the implementation and operation of
ValleyBike in coordination with the Lead Community.
b.The advisory group will have one designated representative and one alternate representative (who
acts in the absence of the designated member) appointed by the Chief Executive or authorized
officer from each Party.
c.Each Party will establish its own internal decision-making processes for managing its components
of ValleyBike consistent with the approved contracts and scope of services (see above link for
contracts and scope), and this MOU.
d.The advisory group shall hold such meetings as it deems necessary, with meetings coordinated by
the Program Administrator (as defined below).
e.Notwithstanding the above, the advisory group shall make only non-binding recommendations to
the Lead Community with the MassDOT CMAQ contract, the contract with the Vendor, and the
fiduciary and legal responsibilities under those contracts (see above link for contracts).
f.The Parties understand that the advisory group has already approved the 2020 CMAQ scope of
services, MassDOT/Northampton contract, and terms for the ValleyBike 2020 request for bids.
g.The advisory group shall use good faith efforts to reach consensus in resolving all matters. For
matters involving contracts with the Lead Community, the Lead Community shall have final say,
provided that the Lead Community may not make new financial and policy commitments beyond
that included in this MOU without amending this MOU with approval of all of the Parties or
other advance written agreement.
4. Responsibilities of Municipalities and Entities Hosting ValleyBike stations
a.Role of Lead Community and Program Administrator
Northampton is designated to serve as Lead Community, and the Program Administrator will be
the Northampton Director of Planning & Sustainability or their designee. As Lead Community for
ValleyBike, Northampton will oversee the CMAQ grant contract, the vendor contract, along with
other contracts and vendors hired using CMAQ, the funding identified in this MOU, and other
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potential funding sources. The Lead Community has the right to transfer its Lead Community to
another municipal, Joint Powers Entity, or regional not-for profit entity, subject to input and
majority vote from the MOU parties, if that entity agrees to take on all of its responsibilities and
obligations under this MOU, with the sole reason for a no vote being that the criteria in this
sentence are not met.
b.Role of all MOU parties and signatories
(1)Each Party agrees to commit to participating in ValleyBike as herein provided until December
1, 2025, to accepting ownership of bicycle share station and bicycle equipment designated for and
agreed to by that community, to coordinating with other municipal or university agencies
(including but not limited to building, public works, police, fire, and risk manager) with the
understanding that the equipment is owned by that Party accepting the equipment, subject to the
terms of this MOU and the contracts that it references.
(2) Subject to the annual appropriation of adequate funding, each party agrees to pay their
respective share (see table below) of $70,750 in annual funding for each fiscal year 2020 to 2025
to the Lead Community to fund necessary Program Administrator staff time, direct costs, and
consultants (but not to include member municipality/university direct costs of staff, station
design, capital costs, electricity, etc.). Springfield, and any other Party with approval of the Lead
Community, may make its payments in the following fiscal year of the table below, provided that
all payments are due and paid on or before July 31st immediately following the fiscal year set
forth in the table (below). Annual funding responsibilities for each municipality and funding
entity is:
Municipality and UMass-Amherst Annual Amount Due FY2020 through FY2025
Amherst $ 7,295
Chicopee $ 5,444
Easthampton $ 6,370
Holyoke $ 9,610
Northampton $12,387
South Hadley $ 5,444
Springfield $12,387
West Springfield $ 4,981
University of Massachusetts-Amherst $ 6,833
TOTAL $70,750
(3) Each party is responsible for the local coordination and implementation of bicycle share
elements within its respective jurisdiction including:
Choosing and/or advising the vendors on kiosk and bike share station sites. The Vendor,
Program Administrator, and host municipality or other entity must agree to each bike share
station site prior to locating any station or kiosk.
For each new bike share station, the host municipality or entity shall ensure that:
o The station is on public property, public ways, or other land controlled by a public
use easement or right-of-way agreement extending at least to the end of this MOU.
o The concrete station pad and electric supply, and all on-going electric costs are
provided for and paid by that host, comply with the Vendor’s specifications, are built
in accordance with prevailing wage and public procurement and bidding
requirements, and have all necessary permits.
Engaging local stakeholders, promoting, and marketing ValleyBike.
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Assisting the Vendor and the Program Manager in identifying and soliciting local sponsors
and grants to financially support and expand the system, promote and engage the community
to promote ValleyBike membership.
c. Role of Pioneer Valley Planning Commission (“PVPC”)
PVPC will serve the following roles:
(1)For as long as there is available funding in the Pioneer Valley Metropolitan Planning
Organizations Unified Planning Works Program, PVPC will provide advice and
recommendations and serve on the advisory committee and will provide the annual reports to
MassDOT in compliance with CMAQ reporting requirements. The Lead
Community/Program Administrator shall do this work if PVPC does not receive funding.
(2)The Lead Community may hire PVPC as a Vendor to ValleyBike when funding is available
for that work. A separate scope of services shall be developed for any such work.
(3)PVPC may also serve as a vendor/consultant to help guide and manage ValleyBike if funding
is available and it is formally requested by the lead community and the ValleyBike advisory
group.
d. Role of Vendors
The Vendor and its sub-contractors, and other vendors hired by the Lead Community with CMAQ
and other funding under this MOU will develop and implement ValleyBike, including hardware,
software, operation, maintenance, marketing, sponsorship, advertising, and any other implementation
steps. The Vendor(s) will sign a contract with the Lead Community on behalf of all Parties which
delineates all responsibilities and obligations
5. Financial Management
The Lead Community will manage all funds from CMAQ funding, from contributions from the
signatories to program administration expenses, and from other grants to the Lead Community on
behalf of ValleyBike. The Lead Community will contract and select the primary and any other
Vendors to assist it in the bike share implementation to the extent that Funding exists. The Lead
Community shall maintain financial records and other required reports required under the terms of its
MassDOT-CMAQ contract and its standard financial practices.
6. Implementation Policies
a.The parties agree that if any Party fails to sign this MOU, provide the station locations, station
pads and electric supply, funding required under this MOU, or fails to exercise good faith efforts
to make ValleyBike viable, the Lead Community and Program Administrator will not allocate that
Party with bicycles or bicycle share stations. The advisory committee may suggest reallocating
station and bicycle sharing to another host community, with such distribution being done, to the
extent possible, to other remaining partners based on each party’s existing and FY2020-FY2022
CMAQ funded bike share stations out of the overall ValleyBike System.
b.The parties agree that if a specific bicycle location/station does not generate use, the Vendor, after
consultation with the host community and Lead Community, can reallocate the equipment to a
higher demand area within that host community.
7. Withdrawal from MOU and/or Commitment to Participation
The Parties understand that ownership of bicycles and stations will be by the host community or
institution. This ownership comes with responsibilities MassDOT, the Federal Highway Administration,
and all the signatories to this MOU to maintain their system, as detailed in the following paragraph.
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The parties acknowledge that in signing this MOU and accepting bicycles and bicycle share stations and
commitments, they are obligated to the each other, to the Lead Community, to MassDOT and the Federal
Highway Administration, and to the Vendor to remain part of ValleyBike to December 1, 2025. Early
withdraw or lack of the annual payments set forth in Section 4 (above) will make communities solely
responsible for the obligations to MassDOT, to Federal Highway Administration, and to the Vendor, as
set forth in the MOU. The Parties acknowledge that under the CMAQ contracts, regardless of the Vendor
contract, they are obligated to operate those bicycles and stations until December 1, 2023 and if they
cease to so operate they shall be solely responsible for their share of any MassDOT or Federal Highway
claw-back or value recapture and are vulnerable to penalties, damages, torts, or claims from the Lead
Community as a result of leaving ValleyBike before the obligation outlined in this section. Liabilities
under the contract with the Vendor shall not apply if a party ceases to operate the ValleyBike system due
to the Vendor’s failure to perform or comply with any material term of its contract with the Lead
Community with respect to that party and such failure is not cured within a reasonable period of time after
written notice thereof is provided to the Vendor. The three year liability under the MassDOT contract,
however, shall remain even if the Vendor fails to perform.
8.ValleyBike Understanding
It is the signatories’ expectations that all efforts will be made to achieve the following objectives to keep
ValleyBike costs manageable:
The parties, in their best judgement, will support the Vendor in its efforts to seek corporate
sponsorships, advertising and grant funds to defray operating costs to the extent feasible. There is no
obligation to allow the Vendor to use any Party’s logos or marks;
The parties will provide technical, staff, and leadership support to the Vendor in its effort to promote
the system, safeguard equipment, and operate a successful bike share program.
In signing this MOU, the signatories represent that they have funds for the 2020 calendar year. Any
future obligations of the municipal parties shall be subject to appropriation of funds and compliance
with any and all applicable laws, rules and regulations. The parties acknowledge that they will no
longer be able to participate in ValleyBike if they do not provide the funding required under this
agreement, but that a lack of funding does not in any way relieve Parties of their obligations to
MassDOT, Federal Highway, or the Lead Community as a result of leaving ValleyBike before the
obligation as outlined above.
9. Amendment of MOU
This MOU is a legal contract and may only be amended upon written agreement from all of the parties
and upon approval by the authorized municipal or institutional signatory in accordance with M.G.L. c. 40
Section 4A.
In order to attract sponsors to ensure that ValleyBike remains financially viable with no new community
obligations, it is the intention of the parties, subject to an annual written agreement, to extend this MOU
for one year each year, so that at the beginning of each ValleyBike season the MOU will be valid for five
years, so as to allow the Vendor contract to likewise be extended annually so it is valid for five years.
This intention, however, creates no obligations on the signatories.
10. Authorization/Effective Date
This MOU has been authorized by approval of the Mayor or the Board of Selectmen, as applicable, in
accordance with the MGL Chapter 40, Section 4A, and by vote of the Pioneer Valley Planning
Commission and the University of Massachusetts. This MOU will become effective when it is signed by
two or more participating parties.
3/10/2020
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11. Termination
This MOU, if not superseded by a subsequent agreement in writing, shall terminate on December 1, 2025.
This MOU may be executed in counterparts, each of which shall be deemed an original, and all of which
together shall constitute the same instrument.
Signed:
Mayor, City of Northampton Date
____________________________________________________________________________________
Town Manager, Town of Amherst Date
____________________________________________________________________________________
Mayor, City of Chicopee Date
Mayor, City of Easthampton Date
Mayor, City of Holyoke Date
Mayor, City of Springfield Date
Town Administrator, Town of South Hadley Date
_____________________________________________________________________________________
Mayor, Town of West Springfield Date
Executive Director, Pioneer Valley Planning Commission Date
Chancellor, University of Massachusetts Date
May 7, 2020
5/26/20