Regular Meeting of the Infrastructure & Franchise Committee 6:00 p.m. Garden Conference Room, Wing A 1950 Parkside Drive

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1 COMMITTEE MEMBERS Laura M. Hoffmeister, Chair Ronald E. Leone, Committee Member Civic Center 1950 Parkside Drive Concord, CA Monday, Regular Meeting of the Infrastructure & Franchise Committee 6:00 p.m. Garden Conference Room, Wing A 1950 Parkside Drive AGENDIZED ITEMS The public is entitled to address the Committee on items appearing on the agenda before or during the Committee s consideration of that item. Each speaker will be limited to approximately three minutes. 1. ROLL CALL 2. PUBLIC COMMENT PERIOD 3. REPORTS a. Considering a Dockless Bike Share Pilot Program. Report by Coleman Frick, Associate Planner. CEQA: Not a project under Public Resources Code Section 21065; in the alternative, in exempt under Guidelines Sections 15060(c)(3) and ADJOURNMENT ADA NOTICE AND HEARING IMPAIRED PROVISIONS In accordance with the Americans with Disabilities Act and California Law, it is the policy of the City of Concord to offer its public programs, services and meetings in a manner that is readily accessible to everyone, including those with disabilities. If you are disabled and require a copy of a public hearing notice, or an agenda and/or agenda packet in an appropriate alternative format; or if you require other accommodation, please contact the ADA Coordinator at (925) , at least five days in advance of the hearing. Advance notification within this guideline will enable the City to make reasonable arrangements to ensure accessibility. Distribution: City Council Valerie Barone, City Manager Susanne Brown, City Attorney Kathleen Salguero Trepa, Assistant City Manager Joelle Fockler, City Clerk 1

2 3.a Staff Report Date: To: From: Reviewed by: Prepared by: Subject: Council Committee on Infrastructure & Franchise Kathleen Trepa, Assistant City Manager Laura Simpson, Planning & Housing Manager Coleman Frick, Associate Planner (925) Considering a Dockless Bike Share Pilot Program CEQA: Not a project under Public Resources Code Section and CEQA Guidelines Sections 15060(c)(3) and 15378; in the alternative, in exempt under Guidelines Section 15061(b)(3) Report in Brief Staff is seeking direction from the Council Committee on Infrastructure & Franchise ( I&F ) regarding entering into an agreement with a dockless bike share vendor to launch a one year pilot program in the City. This item is intended to provide an overview of bike share programs both nationally and within the Bay Area, bike share opportunities in Concord, and important considerations for a dockless bike share pilot agreement. The item will also include informational presentations by bike share program representatives from two vendors, LimeBike and ofo, which are interested in entering into an agreement with the City to launch a dockless bike share pilot program in Based on I&F s recommendation, staff will tentatively take the pilot program to the full Council for consideration on June 26, Recommended Action Direct staff to prepare a license agreement with LimeBike to operate within the City s right-of-way for a one-year dockless bike share pilot program and provide direction for Page 1 of 17

3 Committee Report Agenda Item No. 3.a aspects to include in the agreement for City Council consideration. Background Bike sharing programs are services which allow users or members shared use of a fleet of bicycles located throughout a geographical area for short trips (typically 30 minutes to 1 hour) for a nominal fee. From , the average trip for bike share users was 12 minutes and the average trip for casual riders was 25 minutes. In recent years, at a national level, bike share programs and ridership have grown at a rapid rate (see Figure 1 below) as more communities bring programs online to address air quality and climate concerns, and to provide a new low-cost transportation option. In the last few years, a substantial source of the growth is due to smart bike technological advancements (where the technology is incorporated within the bikes, rather than the docking stations) and the rapid growth of dockless bike share in the last two years. The dockless bike share model has low start-up costs for jurisdictions, and is more flexible as it allows users to locate bikes with a smartphone application and return them to any location within the service area. The enhanced flexibility has contributed to the expansion of dockless bike share. Figure 1: Growth in Bike Share National Association of City Transportation Officials ( NACTO ), March 2017 Bike share programs can help cities provide a new shared use, mobility option to residents and visitors. Benefits of bike share include reducing CO 2 emissions associated with vehicles miles traveled ( VTM ), providing an affordable alternative form of transportation, improving public health, reducing vehicle congestion, and providing an alternative to short vehicle trips (e.g. to and from a BART station, work, or school). Page 2 of 17

4 Committee Report Agenda Item No. 3.a In Concord, a bike share program will assist with implementing a number of long-term policy goals (listed below). In particular, the data derived from a bike share program will strengthen transportation grant applications, improve and enhance the City s bike network and infrastructure, and aid in implementing the Concord Citywide Climate Action Plan as outlined below. Citywide Climate Action Plan (2013): Overall goal of the Citywide Climate Action Plan ( CAP ) includes reducing VMT. Mobile on-road emissions account for 52 percent of all citywide GHG emissions. Strategy TL4 Bicycle Master Plan. Includes the following components: o Establish bike share fleet and related use policies for City employees to use as a non-polluting alternative to the motorized fleet vehicles. Ensure that the bicycles are capable of carrying some cargo and can be easily customized to fit a variety of sizes of riders. o Work with community partners and transit agencies to locate bicycle racks, lockers, and bike-share programs in or near transit stops to help transit riders and cyclists lengthen their trip potential. Downtown Specific Plan (2014): Long-range plan which guides policy and development in the downtown area. The Plan identifies bicycles as a key first-mile/last-mile link in the transportation system, connecting the BART station area to jobs and residences. Policy C-4.4: Explore the feasibility of providing a bike share program within the Specific Plan Area. Implementation Action T-1.D: Provide Downtown Concord bike share program and explore the possibility of incorporating electric bikes into the bike share fleet. Bicycle, Pedestrian, and Safe Routes to Transit Plan (2016): Long-range plan guiding multi-modal mobility improvements and network connectivity in the city. This Plan does not specifically discuss bike share, but a program would assist in implementing some of the Plan s objectives, including: Objective 3.B: Improve school and transit access. o Policy 3.B. 7: Prioritize transportation projects that improve school and transit access. Objective 4.B: Support encouragement opportunities that promote walking and bicycling as viable travel choices. Bike Share Program Type & Technology Bike share programs fall into two primary categories: (1) Traditional or station-based systems where riders rent and return bikes to specific locations to be docked; and, (2) dockless or station-less systems where riders use an application on their smartphone to locate and rent available bikes. Riders then park the bike at the end of their trip using a built in lock in the wheel (this is the model that LimeBike and ofo use). Dockless bicycles are typically parked on or near sidewalks when the trip is finished. The bike Page 3 of 17

5 Committee Report Agenda Item No. 3.a share application requires users to register a profile and link the profile to an account or credit card. When renting a bike, the app sends a code to unlock the bike. All bike share systems require some level of inventory rebalancing, when bikes are relocated by the vendor within the service area based on user demand and travel behavior. The rebalancing frequency typically varies between 24 hours and three days based on information provided by the vendors (see Attachment 1). Comparison Station-Based to Dockless Bike Share The traditional station-based and dockless bike share models each have program strengths and weaknesses depending upon the perspective of riders, residents, and city staff. Station-based systems have an eight year track record of operating in large US cities. While dockless systems have been in operation in China for a number of years, they only entered the US market in the last two years, making program comparison more difficult. Fundamentally, station-based systems are designed with a network of stations located in high density areas and/or adjacent to high frequency transit stations. These systems require more infrastructure and more designated land than their dockless counterparts. Typically the programs include public investment to develop the docking stations. In many cases costs associated with these stations can exceed $750,000 and may include additional costs annually. Alternatively, many dockless systems have substantial financial backing from venture capital firms and private investors, replacing the need for significant public investment. As a result, the dockless systems have been an attractive option for cities, reducing or eliminating the need for subsidies, capital costs, or grant funding from city governments. Therefore, dockless systems can be deployed rapidly with a larger fleet of bikes than their station-based counter parts. On the negative side, rapid deployment of large numbers of bikes that can be left in almost any location after use has led to issues of right-of-way clutter in some cities, concerns which should be acknowledged and addressed as part of implementing a pilot program and in the vendor agreement terms. Bay Area Bike Share Opportunities There are a number of bike share programs currently operating in the Bay Area. By a substantial margin, the largest of these programs is Ford GoBike (operated by Motivate), which currently has over 2,500 bikes in San Francisco, San Jose, Oakland, Berkeley and Emeryville. In Contra Costa County, bike share is relatively new. This year, El Cerrito and Walnut Creek launched LimeBike pilot programs. Pittsburg plans to launch a Zagster station-based program this spring. Richmond received grant funds from the Metropolitan Transportation Commission ( MTC ) to launch a station-based program (planned for 2018). LimeBike and ofo have been speaking with multiple jurisdictions in the County to develop agreements and launch programs in the nearterm. Page 4 of 17

6 Committee Report Agenda Item No. 3.a Concord Bike Share Opportunities Staff evaluated the five bike share programs operating in the Bay Area: Two LimeBike and ofo have expressed interest in launching a dockless bike share pilot program in Concord in 2018 (Attachment 1 summarizes the program characteristics). LimeBike LimeBike is a dockless (wheel-locking) bike share company based in San Mateo that launched its first fleet of bicycles in the summer of In addition to pedal operated bicycles, LimeBike has electric bicycle and electric scooter products. Pedal bikes can be used for $1 for 30 minute increments. Electric products are $1 to unlock and $0.15 per minute. Members can buy monthly rides in bulk at a reduced rate and discounted rides are also available to students and low income residents. LimeBike currently operates bike share programs in four jurisdictions in the East Bay: Alameda, Albany, El Cerrito, and Walnut Creek. ofo ofo was founded in China in 2014 and operates dockless (wheel-locking) bike share programs in over 20 countries. ofo s bikes can be used for $1 for 1 hour increments. Unlimited monthly and yearly membership options are also available. Discounted rate programs vary by jurisdiction, but are typically available to students and low income residents. The company launched a number of programs this past year in the United States. To date, ofo does not operate any programs in the Bay Area but is in discussions with multiple jurisdictions. As outlined above and detailed in Attachment 1, LimeBike and ofo are similar in that they are both dockless wheel-locking systems, but each has unique characteristics in terms of available products (e.g. electric bicycles), pricing and membership structure, rebalancing frequency, ridership age requirements, and other criteria. Bicycle and Pedestrian Advisory Committee ( BPAC ) Meeting On April 11, 2018, staff provided BPAC with an overview of the bike share landscape in the Bay Area, options for a Concord pilot, and important considerations for operation of dockless bike share program. Representatives from ofo and LimeBike conducted presentations to the BPAC and answered questions about their respective programs. BPAC unanimously supported a dockless bike share pilot program. The BPAC s comments, feedback, and recommendations are described in the Analysis section of this report. Analysis Bike share programs are a unique, low-cost opportunity for a new transportation alternative to single-occupancy vehicle trips, while reducing greenhouse gas emissions. Cities have also viewed bike share programs as an amenity contributing to economic development; and implementing a program is consistent with Concord s efforts to attract young professionals and businesses. In staff s analysis, there is also an advantage to Page 5 of 17

7 Committee Report Agenda Item No. 3.a having a bike share program that is also available in adjacent communities, such as Pleasant Hill and Walnut Creek, which have substantial transportation overlap with Concord. Currently, the City does not have available funding sources for a capital intensive bike share program (which can exceed $500,000 in start-up costs), although MTC periodically has grant funding to support bike share programs, which is what Richmond accessed. Due to funding constraints, the ofo and LimeBike dockless bike share programs are the most viable options for a Concord bike share pilot program in the near-term because they do not require capital or system administration funding. However, a dockless bike share program will require staff time to implement and oversee the vendor s service. The City of Alameda staff estimates their LimeBike program requires 5-15 hours of staff time (across all departments) per week and Walnut Creek estimates 2-5 hours of staff time per week. Staff time is typically associated with answering resident and rider questions, and contacting the vendor to retrieve bikes that are damaged or misplaced by riders. Concord Planning & Housing Division staff anticipate that time associated with the program s implementation and oversight can be mitigated to some extent through public outreach prior to launch and by incorporating service levels in the vendor agreement. Staff time will also likely decrease over time as the community and riders become more familiar with the program. Key Considerations for a Potential Bike Share Pilot Concord staff has corresponded with staff from multiple jurisdictions that currently have bike share programs to understand best practices and lessons learned for program implementation. Based on this information and information published by the National Association of City Transportation Officials ( NACTO ) and the North American Bikeshare Association ( NABSA ), staff identified key program considerations: Educating the public Ensuring access to all residents Regulating number of bikes and locations Program phasing Vendor response times to bike maintenance and bike placement issues Staff believes that although there are issues with dockless bike share, primarily related to rider behavior, bike maintenance and vendor responsiveness to complaints, these issues can be addressed in a well-crafted agreement between the City and vendor selected for the pilot program. April 11 BPAC Meeting BPAC reviewed the potential bike share pilot program at its April 11 meeting. Comments from the Committee were incorporated into the agreement parameters noted above, including: Page 6 of 17

8 Committee Report Agenda Item No. 3.a Outline metrics for success of the dockless bike share pilot program. Ensure equity issues, such as bike availability in disadvantaged communities, will be addressed to the extent feasible through agreement with selected vendor, pricing structure, and payment processing. Ensure there is data sharing between vendors and the City for future infrastructure improvements. Support identifying areas in the City where dockless bikes should be located to reduce clutter in the public right-of-way, particularly in high activity areas. E.g. dockless bike corrals: preferred dockless bike parking areas marked-off with paint. Prefer selected program be available in adjacent communities. Determine criteria for City retrieval of mis-parked or damaged bikes if vendor does not respond to complaints in a timely manner. Agreement Terms Based on staff s research on existing dockless bike share programs and best practices, lessons learned from jurisdictions operating programs, and BPAC feedback, staff has identified the following deal points to be including in an agreement with LimeBike to mitigate potential issues or concerns with dockless bike share: Ensure that pedestrians and users with disabilities have priority in using public sidewalks and rights-of-way in compliance with the Americans with Disabilities Act (ADA). Ensure there is adequate liability insurance to eliminate City s legal exposure. Ensure vendor responsiveness to complaints and bike rebalancing in a timely manner (with a specified resolution timeframe). Cap cumulative number of bikes and number of bikes for each implementation phase. Determine when/if vendors launch electric bicycles or other products. Prohibit electric scooters for pilot program. Require vendor participation in public outreach, advertising, and helmet giveaways prior to launch. Require vendor to mark preferred dockless bike parking areas with paint (or other approved markings) based on City direction. Obtain vendor data, including anonymized user information, origin and destination data, monthly data reporting, and response times for customer support inquires related to removing broken or misplaced bikes. Impose procedures to incentivize parking bikes in appropriate locations, including in-app icons for preferred parking areas, instructions of how and where to park bikes in the street furniture area, incentivizing removal of bikes from inappropriate locations through ride credits, rider penalties, or in app geo-fencing. Include process for either party to cancel pilot program. Consider potential fee or deposit by the bike share program for use of the public right-of-way and to cover the City s cost to administer the program. Page 7 of 17

9 Committee Report Agenda Item No. 3.a Staff seeks feedback from I&F on any additional deal points or issues to address in the license agreement. If directed by I&F to bring a Bike Share Pilot Program to Council for consideration, staff will work with the City Attorney s office to finalize an agreement between the City and the recommended vendor for Council consideration Metrics for Success Throughout the Pilot Program, staff recommends evaluating the success of a Dockless Bike Share Pilot Program using the following metrics: Vendor responsiveness to complaints; Rebalancing bikes located in inappropriate areas; Bike maintenance, functionality and general safety; and Sufficiency of vendor monthly data sharing Continuation of the pilot would be predicated on the program s track record of meeting the City s expectations for the above metrics. Recommendation Based on conversations with staff from other jurisdictions that operate dockless bike share programs and vendor representatives, staff anticipates that there will be an adjustment period following the initial launch of any bike share pilot program during which the majority of resident questions and concerns will arise. This is typical of a new program, and technology which may be unfamiliar. Because of this, and the staff time associated with responding to resident concerns and corresponding with vendors, staff believes that a single vendor would be preferred for a one year Dockless Bike Share Pilot Program. A single vendor would reduce confusion at the time of launch and the number of points of contact for residents and staff. It may also reduce instances of the number of bikes being left in undesirable locations in high traffic areas such as Todos Santos Plaza, due vendor competition. Staff recommends that I&F select LimeBike as the vendor for the pilot program. LimeBike has a proven track record in the Bay Area. The City of Alameda conducted a community survey 6 months into their pilot which found that over 75 percent of respondents were very supportive or somewhat supportive of the program (over 1,500 respondents). LimeBike is also operating in Walnut Creek, allowing for cross jurisdictional connectivity which would potentially increase ridership and availability for of bikes for users. If desired following the completion of a pilot, the City could create a bike share permit process informed by the pilot experience which would allow additional bike share vendors to apply for a permit to operate. Permit fees could also be established for rightof-way use and to off-set staff time associated with oversight, based on the experience gained through the pilot program. Page 8 of 17

10 Committee Report Agenda Item No. 3.a Alternatives The Committee could recommend ofo rather than LimeBike as the preferred vendor, recommend that the program be piloted with both vendors in order to compare and contrast, or determine that this is not an optimum time to pilot a program, in which case staff would cease work on developing a pilot program. Financial Impact If the City enters into an agreement with LimeBike or ofo, there would be no direct cost to the City other than staff time associated with drafting the agreement, public outreach and launch coordination, answering resident questions, and monitoring performance of the vendor and operational issues. Staff believes that through the implementation of any bike share program, data provided to the City from vendors would have value in that it would assist staff in securing grant funding for infrastructure improvements and implementation of the Bicycle, Pedestrian, & Safe Routes to Transit Plan. Limebike and/or ofo would be required to obtain a business license from the Finance Department with total annual fees estimated to be approximately $ or less. Environmental Determination Authorizing the City Manager to enter into an agreement with a vendor or vendors to operate a dockless bike share pilot program in the City does not constitute a project within the meaning of Public Resources Code Section and California Environmental Quality Act (CEQA) Guidelines Section 15060(c)(3) and as the license agreement does not involve the exercise of discretionary powers of the City nor does the dockless bike share pilot program agreement result in a direct or reasonably foreseeable indirect physical change in the environment, as no physical infrastructure would be required to operate the program. Moreover, in the alternative, the Citywide Climate Action Plan (2013) and Downtown Specific Plan (2014) include policies and implementation actions to establish a bike share pilot program, and both plans were adopted by the Council. The dockless bike share pilot program is consistent with these policies and does not make substantial changes or reveal new information with respect to any new significant environmental effects or a substantial increase in the severity of previously identified significant effects; accordingly, the preparation of a subsequent or supplemental negative declaration under Public Resources Code Section or CEQA Guidelines Section is not required. Additionally, the dockless bike share pilot program is classified as exempt pursuant to 15061(b)(3), falling within the common sense exemption, which excludes projects where it can be seen with certainty that there is no possibility that the activity in Page 9 of 17

11 Committee Report Agenda Item No. 3.a question may have a significant effect on the environment. Therefore, no further environmental review is required. Public Contact The Committee on Infrastructure & Franchise Agenda was posted. Staff also informed BART, Bike Concord, County Connection, the Greater Concord Chamber of Commerce, East Bay Regional Park District, Mount Diablo School District, De La Salle and Carondelet High Schools, Todos Santos Business Association, and property managers for major shopping centers about a potential bike share pilot program. Attachments 1. LimeBike, and ofo Bike Share Program Comparison Matrix 2. LimeBike sample MOU Page 10 of 17

12 Attachment 1 Page 1 of 2 Bike Share Program Criteria LimeBike ofo Approximate program cost/ considerations General Characteristics No up front cost. Staff time associated with implementation and resident questions. No up front cost. Staff time associated with implementation and resident questions. Dockless/station-based Dockless (wheel lock) Dockless (wheel lock) Electric bicycles (E-Bikes) Yes. Also electric scooters. Not to date. Planned for spring quarter. Current Bay Area operations Recent launches in El Cerrito, Walnut Creek, Albany. Ongoing in Alameda and South San Francisco. Recent E- scooter launch in Oakland. None to date. Pilot in Mountain View business park. In conversations Contra Costa and Peninsula jurisdictions. Estimated number of bikes citywide ~500-1,000 1 bike per residents Timeline for Concord roll-out Available to roll-out in Timeline based on when agreement with City is reached and Concord's preferences. Available to roll-out in Timeline based on when agreement with City is reached and Concord's preferences. Cost per ride Monthly membership cost Pricing Structure $1 per 30 minutes. E-Bikes and E- scooters $1 to unlock and 15 cents per minute. $30 for 100 rides for pedal bikes. Membership structure for electric products not yet defined. $1 per hour. E-bikes prices higher, but not yet established. $20.95 for unlimited rides Annual membership No $ for unlimited rides Discounted rate 50% discount for students and university affiliated groups (does not include electric products to date). $5 per month for $100 in ride credit for low income residents. 50% discount for students and teachers. Discount for low income residents; variable by jurisdiction. Cash payment option or use without smartphone Cash payment is accepted at some locations where LimeBike operates. Users can call LimeBike to unlock bikes. Some bikes equipped with pin-pads that allow users to access rides by calling ofo. Riders can buy cash vouchers through partner organization (like a transit agency) if set-up as part of program. Clipper Card integration? No No Page 11 of 17

13 Page 2 of 2 Bike Share Program Criteria LimeBike ofo Other Criteria Headquarters San Mateo, California Beijing, China. (USA headquarters in San Francisco.) Ridership age requirements to 15 with parental consent. Electric products age requirement is 16 and above and 17 with parental consent. Membership available across jurisdictional boundaries? Mechanisms for addressing bike parking in undesirable locations Bike rebalancing frequency Yes Incentive in the form of free rides for riders to relocate bikes left in undesirable locations. Bikes typically rebalanced every 24 hours. 24/7 customer service phone number and for emergencies (2 hours response target). Yes Incentive in the form of free rides for riders to relocate bikes left in undesirable locations. Disincentives for habitual incorrect parking areas and misuse by riders. Bikes typically rebalanced at least three times per week, scaled up based on trip demand. For emergencies, 2 hour response target between 9 a.m.-6 p.m. M- F, or start of next business day. Page 12 of 17

14 Attachment 2 Service Agreement MOU - Bike Sharing Services This Memorandum of Understanding (MOU) is made this (day) of (month) 2018, by and between the City of ("City") and Neutron Holdings, Inc. DBA Limebike ("LimeBike"). RECITALS 1. A goal of City is to provide safe and affordable multi-modal transportation options to all residents, reduce traffic congestion, and maximize carbon free mobility. 2. Bike share and related mobility services are a component to help the City achieve its transportation goals and the City desires to make bike share services available to residents and those who work in the City. 3. LimeBike is a qualified provider of bike share and related mobility products and services and proposes to operate a bike share program within the City. 4. LimeBike will abide by all city ordinances and rules governing the use of public space to efficiently and effectively provide bike share services. 5. LimeBike possesses GPS, 3G, and self-locking technology in its bike fleet such that bikes may be locked and opened by users with an app and tracked to provide for operations and maintenance. Agreement 1. Use of City Property. City authorizes LimeBike to use the public way solely for the purposes set forth in Section 2 of this Agreement. This authorization is not a lease or an easement, and is not intended and shall not be construed to transfer any real property interest in City Property. 2. Permitted Use. LimeBike customers may use the public way solely for parking of bicycles owned and maintained by LimeBike for use in the bike share program. LimeBike shall not place or attach any personal property, fixtures, or structures to City Property without the prior written consent of City. a. Use of the public way, and LimeBike's operations within the City, shall, at a minimum: a) not adversely affect City Property or the City's streets, or sidewalks; b) not adversely affect the property of any third parties; c) not inhibit pedestrian or vehicular movement within the public way or along other property or rights-of-way owned or controlled by the City) not create conditions which are a threat to public safety and security. b. Upon termination of this MOU by either party, LimeBike shall, at its sole cost and expense, immediately remove its property from the public way. c. For the purposes of this Agreement, bicycles or bikes may refer to standard pedal bicycles, electric assist model bicycles, and/or related mobility products such as electric scooters. Page 13 of 17

15 3. Bike parking. The City, at its own discretion, will support the bike sharing program with the installation of bike racks and/or painted bike parking spots, and recommended bike parking spots without racks or painting, in the City to assist with the orderly parking of bikes throughout the City. 4. Condition of City Property a. City makes the public way available to LimeBike in an "as is" condition. City makes no representations or warranties concerning the condition of the public way or its suitability for use by LimeBike or its customers, and assumes no duty to warn either LimeBike or its customers concerning conditions that exist now or may arise in the future. b. City assumes no liability for loss or damage to LimeBike's bikes or other property. LimeBike agrees that City is not responsible for providing security at any location where LimeBike's bikes are stored or located, and LimeBike hereby waives any claim against City in the event LimeBike's bikes or other property are lost or damaged. 5. Maintenance and Care of portion of City Property: LimeBike expressly agrees to repair, replace or otherwise restore any part or item of real or personal property that is damaged, lost or destroyed as a result of the LimeBike's use of City Property. Should the LimeBike fail to repair, replace or otherwise restore such real or personal property, LimeBike expressly agrees to pay City's costs in making such repairs, replacements or restorations. 6. Operations & Maintenance. LimeBike will cover all maintenance costs for the bike fleet and maintenance to minimum level of service and reporting outlined in Exhibit A. 7. Indemnification. LimeBike shall defend, pay, indemnify and hold harmless City, its officers, officials, employees, agents, invitees, and volunteers (collectively "City Parties") from all claims, suits, actions, damages, demands, costs or expenses of any kind or nature by or in favor of anyone whomsoever and from and against any and all costs and expenses, including without limitation court costs and reasonable attorneys' fees, resulting from or in connection with loss of life, bodily or personal injury or property damage arising directly or indirectly out of or from or on account of: a. Any occurrence upon, at or from City Property or occasioned wholly or in part by the entry, use or presence upon City Property by LimeBike or by anyone making use of City Property at the invitation or sufferance of LimeBike, except such loss or damage which was caused by the sole negligence or willful misconduct of City. b. Use of LimeBike's bikes by any individual, regardless of whether such use was with or without the permission of LimeBike, including claims by users of the bikes or third parties. 8. Insurance. LimeBike shall procure and maintain for the duration of this agreement insurance against claims for which LimeBike has indemnified the City pursuant to Section 5 of this Agreement. LimeBike shall maintain General Liability limits no less than One Million and no/100 Dollars ($1,000,000.00) per occurrence for bodily injury, personal injury and property damage, and in the sum of One Million and no/100 Dollars ($1,000,000.00) for injury to or death of more than one person for each occurrence. Page 14 of 17

16 Each insurance policy shall name the City as an additional insured and it shall be endorsed to state that: (i) coverage shall not be suspended, voided, or cancelled by either party, or reduced in coverage or in limits except after thirty (30) calendar days prior written notice by certified mail, return receipt requested, has been given to City; and (ii) for any covered claims, the LimeBike's insurance coverage shall be primary insurance as respects the City and any insurance or self-insurance maintained by the City shall be in excess of the LimeBike's insurance and shall not contribute with it. The insurance required to be provided herein, shall be procured by an insurance company approved by City, which approval shall not be unreasonably withheld. 9. Compliance with Law. LimeBike at its own cost and expense, shall comply with all statutes, ordinances, regulations, and requirements of all governmental entities applicable to its use of City Property and the operation of its bike share program, including but not limited to laws governing operation of bicycles. If any license, permit, or other governmental authorization is required for LimeBike's lawful use or occupancy of City Property or any portion thereof, LimeBike shall procure and maintain such license, permit and/or governmental authorization throughout the term of this agreement. City shall reasonably cooperate with LimeBike, at no additional cost to City, such that LimeBike can properly comply with this Section and be allowed to use City Property as specified in Section 3, above. 10. Required Reports. LimeBike shall provide reports to the City concerning utilization of its bikes and bike route usage not less than quarterly, and shall cooperate with the City in the collection and analysis of aggregated data concerning its operations. 11. No Joint Venture. Nothing herein contained shall be in any way construed as expressing or implying that the parties hereto have joined together in any joint venture or liability company or in any manner have agreed to or are contemplating the sharing of profits and losses among themselves in relation to any matter relating to this MOU. 12. Exclusive Operator. City designates LimeBike as the exclusive provider of bike share services within its city limits for the term of pilot. This designation is personal to LimeBike and may not be assigned or transferred to any party. 13. Term. This agreement shall commence on, 2018, (the "Commencement Date") and shall expire on the date that is Three (3) years after the Commencement Date unless earlier terminated pursuant to Section 14, below. 14. Termination. This MOU may be terminated prior to the expiration date set forth in Section 13, above, upon the occurrence of any of the following conditions: a. Upon delivery of written notice from City to the LimeBike terminating this agreement for any reason, or for no reason, by giving at least sixty (60) days' notice to the LimeBike of such termination. b. An attempt to transfer or assign this agreement. LimeBike shall not terminate this agreement without first by giving at least 180 days' written notice of plans for termination. 15. Amendment. This MOU may be amended by mutual agreement of the parties. Such Page 15 of 17

17 amendments shall only be effective if incorporated in written amendments to this agreement and executed by duly authorized representatives of the parties. 16. Permits. The City shall notify LimeBike of any local permits required, if any, of the company for its local operation. 17. Applicable Law and Venue. The laws of the State of California shall govern the interpretation and enforcement of this MOU. 18. Counterparts. This agreement may be executed simultaneously or in any number of counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same agreement. 19. Fleet Management. Bike shall be "smart bikes" which allow the bike itself to be tracked by GPS or other installed devise in order to manage the fleet's operations. Executed the day and year first above written, by the parties as follows: Neutron Holdings, dba LimeBike: By: Name: Title: City of : By: Name: Title: Page 16 of 17

18 Exhibit A Description of LimeBike s Service Level Agreement The following performance indicators shall be met and reported to help the City measure our success serving its citizens and improving the livability and mobility of [City]. LimeBike will maintain its bikes to be in an excellent state of cleanliness and repair, with a minimum of 90% of deployed bikes operable at any time. Performance Indicator Description Measurement Tool Minimum Performance Standard Reporting Frequency App & customer LimeBike service support reservation portal system fully operational Uptime reporting 99.5% uptime. quarterly Bicycle distribution Maps identifying trends in peak bike distribution Maps showing aggregate usage patterns Fleet will focus on serving quarterly all districts in [City] Bicycles in service Bikes in service Daily uptime reports Deploy and maintain a minimum of [ ] bicycles in service in any calendar month. Bicycles will be phased into deployment over a 4-week period and can be increased based on usage and demand. quarterly Reportresponsive Response time to improper bike parking / other problems communicated to Customer Service Time relative to report logs Within two (2) hours during business hours between 8am to 8pm Monday through Friday except for State and Federal holidays. quarterly For any complaint outside of business hours, within ten hours (10) Page 17 of 17