Divvy Bikes

Background Information:

Divvy is a bicycle sharing system in the City of Chicago and two adjacent suburbs that is operated by Motivate for the City of Chicago Department of Transportation. The system includes roughly 5,800 bicycles spread among 580 stations in an area bounded by 87th St. on the south, Central St. in Evanston on the north, Rainbow Beach Park near South Shore Dr. on the east, and Harlem Ave.in Oak Park on the west. Divvy bikes are available for use 24 hours a day, 7 days a week, 365 days a year, and riders have access to all bikes and all stations across the system

Divvy is a program of the Chicago Department of Transportation (CDOT), which owns the city's bikes, stations and vehicles. Initial funding for the program came from federal grants for projects that promote economic recovery, reduce traffic congestion and improve air quality.Additional funds came from the City's Tax Increment Financing program. On June 28, 2013, Divvy was launched with 750 bikes at 75 stations from the Loop north to Berwyn Ave, west to Kedzie Ave, and south to 59th St..

Contract with City of Chicago:

In April, 2019 the City of Chicago entered into a nine-year contract with Lyft(owner of the current Divvy operator, Motivate) to give them (Lyft) the exclusive rights to operate the city-owned system and retain a portion of future advertisement revenue.This arrangement transferred the responsibility of running the Divvy Bikes system from the City of Chicago to Lyft.The arrangement requires Lyft/Motivate to collect all receipts from customers and pay an annual fee to the City of Chicago.

The contract between the City of Chicago and Lyft dramatically increases the annual guaranteed revenues payable to the City while reducing the City's financial risk.Lyft is obligated to pay the City an annual amount of $6 million that will increase by four percent annually (the first payment was made June 2019).Further, the City will receive a minimum of $1.5 million annually in guaranteed revenue from advertising and promotions as well as five percent of all revenue from riders in excess of $20 million per year. Over the nine-year life of the contract, the figures above result in a minimum of $77 million in guaranteed revenue to the City that will be available for investment in transportation improvements and programming.The contract also requires Lyft to invest $50 million to add 175 stations and 10,500 bikes to the Divvy system, expand to all 50 City of Chicago wards by 2021, and add electric pedal bikes that could lock to docks at Divvy stations and conventional bike racks. The contract between Lyft and the City of Chicago as well as expansion and modernization plans are for Divvy are posted on D2L with this assignment.

Divvy Pricing:

Divvy has two primary classes of users:Subscribers and Customers.In 2019 and 2020 Subscribers paid an annual fee of $99 for unlimited rides limited to 45 minutes in duration each.Customers paid either $3 for a 30-minute (or shorter) trip or a daily fee of $15 for a 24-hour pass that allowed riders an unlimited number of rides during the 24-hour period.As of January 1, 2021, the rates structure described above was adjusted to an annual fee of $108 for Subscribers and $3.30 for 45-minute rides for Customers.

Prior to the arrival of COVID-19 in 2019, Subscribers accounted for roughly 76% of total rides.As of December 31, 2019, there, were approximately 40,000 Subscribers.Prior to 2020, Subscribers make up approximately 76% of Divvy's total rides.

Assignment Part 1:

You have been hired as a business advisor by Divvy Bikes/Lyft.Your task involves assisting them in determining the steps to take in order to make the required payment to the City of Chicago, Your initial step is to become more familiar with the Divvy system and the presentation of Divvy-related data. Each group will perform a series of descriptive data analytics tasks in this assignment.Data for 2017 - 2019 are available on the City of Chicago data portal at https://data.cityofchicago.org/.Once on the City of Chicago data portal, type in "Divvy Bikes" in the "search" area.Then click on "Divvy Trips - Dashboard."A more direct route to the Divvy Dashboard is https://data.cityofchicago.org/Transportation/Divvy-Trips-Dashboard/u94x-unre

There are four parts to this assignment: A, B, C and D.The assignment should be submitted via D2L in the Submissions folder labeled Divvy Bikes Data Analytics Case, Part 1 by 6:00 p.m. on Monday, February 15th.

Directions:

Complete Tables 1, 2 and 3 below related to Divvy operations for 2017, 2018 and 2019.The source of information is the Divvy Dashboard on the Chicago Data Portal.How to access the data is explained above.

Answer the following questions.Your answers should reflect the knowledge you gained from completing Tables 1, 2 and 3 above as well as additional information provided on the Divvy Trips Dashboard.

For the years 2017-2019, describe the usage/frequency of rides for Subscribers.For the same period, describe the usage/frequency of rides for Customers?For example, during what month(s) are a) Subscribers and b) Customers using the bikes the most/the least?Are these patterns consistent during the three-year period?

Using the Top 3 2018 and 2019 Subscriber departure stations (see Tables 1 & 2 above); identify what transportation hubs are located at or near those departure points.Given this information, why do you think that the majority of Subscribers typically used Divvy Bikes during 2018 and 2019?

Using the Top 3 2018 and 2019 Customer departure stations (see Tables 1 & 2 above) identify what is located at or near those departure points (e.g., Chicago landmarks or attractions).Given this information, why do you think that the majority of Customers typically used Divvy Bikes during 2018 & 2019?

In terms of "number of rides," do more Subscribers, or do more Customers use Divvy Bikes?

Assuming there were 40,000 Subscribers in 2019, what was the approximate annual Subscriber revenue?

Assume that an individual Subscriber took 175 rides in 2019 compared to the 160 rides she took in 2018.Will this increase in the quantity of rides provide additional revenue for Divvy Bikes?All rides were 45 minutes or less in duration.

Impact of COVID-19:Using the insight you gained from completing Tables 1-3 and answering questions 1-6 above, answer the following:

The change in total passenger rides on Metra from March 2019 to March 2020 decreased by 97%.What do you think happened to the total number of Divvy Subscriber rides in April 2020 compared to April 2019?You do not have to look up these amounts.Remember that Shelter-in-Place took effect Saturday, March 21, 2020.Provide at least two reasons to support your answer.

What impact do you predict that COVID-19 had on the number of Divvy Customer rides from April 1, 2020 through June 30, 2020?You do not have to look up these amounts.Provide at least two reasons to support your answer and explain your conclusion.

Accessing data for 2020

The City's data portal has not been updated for 2020 data.However, this information is available on the Divvy Bikes website at:https://divvy-tripdata.s3.amazonaws.com/index.html.When you click on the link, you will see the following:

You will need the data for June (202006), August (202008) and October (202010) to finish part of the assignment.The files you need are highlighted above.When you access data for a particular month, you will see the following column headings:

Note that the last column heading is "member casual.""Members" are synonymous with "Subscribers" and "Casual" refers to "Customers."

You are to complete the tables below (Tables 4-8).For information for 2018 and 2019, use the Divvy Bikes Dashboard.For 2020 data, use the Excel files described above.I suggest you use "pivot tables" to manipulate the data in these latter files.

D. Additional Questions

1. What changes did you see in Subscriber (Member) rides/Subscriber (Member) behavior in 2020 compared to the pre-pandemic years examined?What conclusions can you make about the impact of COVID-19 on Subscriber (Member) rides? Identify at least two conclusions.

2. What changes did you see in Customer (Casual) rides/Customer (Casual) behavior in 2020 compared to the pre-pandemic years examined?What conclusions can you make about the impact of COVID-19 on Customer (Casual) rides? Identify at least two conclusions.

Meeting Date: Sponsor(s): Type:

Title:

Confimittee(s) Assignment:

Office of the City Clerk Document Tracking Sheet

3/13/2019

Emanuel (Mayor)

Ordinance

City of Chicago

Amendment to "Divvy" bicycle sharing system agreement with Motivate International, Inc.

Committee on Pedestrian and Traffic Safety

SO2019-1611

SUBSTITUTE ORDINANCE

WHEREAS, the Chicago Cily Council passed an ordinance on April 18, 2012 granting the Commissioner of the Department of Transportation the authority to enter into an agreement (the "Agreement") with Alta Bicycle Share, Inc., now, through change of control and change of name, Motivate Intemational Inc. (the "Operator" or "Contractor") for the purchase and operation of a bicycle sharing system (the "Ordinance");

WHEREAS, pursuant to the Ordinance, the City and Operator entered into the Agreement for the purchase and operation of a bicycle sharing system (the "System") on or about January 24, 2013;

WHEREAS, pursuant to the Agreement, the City paid the Operator to purchase, install and operate the System;

WHEREAS, the City paid the Operator primarily from federal granl funding for the purchase and installation ofthe System, and rental fees paid by users primarily funds the currenl operation and mainienance of the System;

WHEREAS, the System is currently composed of approximately 600 docking stations, 6,200 bicycles, and related equipment, all of which are owned by the City;

WHEREAS, in connection wilh a software upgrade lo the Syslem, certain City-owned System Equipment will be replaced, and the City must dispose of such replaced City- owned System Equipment (namely station kiosks and controller boards) consistent with disposition instructions from the Federal Highway Administration;

WHEREAS, under the Agreement, the parties agreed to an operational profit/loss sharing formula that included performance incentives for the Operator, i f there was a profit and the Operator achieved specified service levels;

WHEREAS, the System has nol turned an annual profit, and the parlies have had lo split losses based on the formula contained in the Agreement;

WHEREAS, pursuant to authority conferred by Section 2-32-055 oflhe Municipal Code, the Chief Financial Officer entered inlo conlracts with one or more brokers for obtaining advertisers and sponsors of the Syslem;

WHEREAS, pursuanl to 2-32-055, the Chief Financial Officer did enter inlo an advertising agreemenl Ibr the System A\d Panels, whose advertisinij, aureement has expired, is being replaced by an agreement with Operator, on substantially the same terms, until amendment ofthe Agreement;

WHEREAS, pursuant to 2-32-055, the Chief Financial Officer did enter into a System sponsorship agreemenl vvith Blue Cross Blue Shield of Illinois ("BCEiSIl/"), whereby

BCBSIL paid the Cily $12,600,000.00 over 5 years for the right lo be the overall System sponsor;

WHEREAS, the BCBSIL Syslem sponsorship agreemenl expires on or about April 30, 2019;

WHEREAS, on or about November 30, 2018, Operator was acquired by, and became an indirect wholly-owned subsidiary of, Lyft, Inc.;

WHEREAS, the parlies desire to amend the Agreement lo, among other provisions, (i) dramatically expand the System in terms of size and technological sophistication, (ii) introduce into the syslem e-bicycles, dockless bicycles, bicycle hubs, electrified stations for charging and digital ad space and other equipment lo run the System more effectively, (iii) place the financial burden of expansion (including all capital costs), operation, and mainienance of the Syslem solely on Operator, (iv) create a stream of payments from Operator lo the City that will more accurately represent the currenl market value of Syslem sponsorship and advertising opportunities, (v) create, new service level agreements so that the Cily can mainlain control over Syslem qualily, , (vi) require Operator to manage and fund various related programs such as "Divvy for Everyone," a pilot program for adaptive bicycle sharing, and a summer youth jobs program and to focus hiring on individuals with barriers lo employment including ex-offenders and veterans, (vii) granl the Operator exclusive rights to offer bicycle sharing on the public right of way, (vii) grant the Operator, subject to City approval, the right to set fares and create new fare products, (ix) granl the Operator the exclusive right to use the City trademark "Divvy" for bikeshare and related transportation solutions, if any (the "Amendment").

WHEREAS, a draft ofthe Amendment is attached as Exhibit A.

NOW THEREFORE, // is ordained hy the City Council oflhe City ofChicago as follows:

1. Incorporation of Recitals. The recitals to this Ordinance are incorporated herein.

2. Authorization of Amendnient of Agreement with Operator; Disposition of Certain Equipment. The Commissioner, with the review and concurrence ofthe Chief Financial Officer is aulhorized lo negotiate and enter inlo an amendment to the Agreement with the Operator, on substantially the lenns as sel forth on Exhibit A, wilh such changes and additional lerms as are approved by the Commissioner, wilh the review and concurrence of the Chief Financial Officer. The Commissioner is further aulhorized lo transfer or otherwise dispose of City- owned System equipment, consistent with lair market value and disposition instructions from the Federal Flighway Administration. Nothing in this ordinance sliail be construed in derogation of the authority granted lo the Chief Financial Oflicer under Section 2-32-055 ofthe Municipal Code. Nothing in this ordinance

AMENDMENT

This Amendment (the "Amendment") to that Operator Agreement, as previously amended, (the "Agreemenl"), dated as of January 24, 2013, by and belween Motivate International Inc., a Delaware corporation, formerly known as Alta Bicycle Share, Inc. (the "Operator" or "Contractor"), and the City of Chicago, a municipal corporation and home rule unit of local government existing under the Constitution of the State of Illinois, acting through its Department of Transportation and its Department of Finance, ("City") is entered into as of April , 2019 (the "Effective Date"), by and between the Operator and the City. The City and Operator agree as follows:

BACKGROUND INFORMATION

WHEREAS, the Chicago City Council passed an ordinance on April 18, 2012 granting the Commissioner ofthe Department of Transportation the authority to enter into the Agreement for the purchase and operation of a bicycle sharing system (the "Ordinance");

WHEREAS, pursuant to the Ordinance, the City and Operator entered into the Agreement for the purchase and operation of a bicycle sharing system (the "System");

WHEREAS, Operator entered into a subcontract for the purchase and supply of, among other items, bicycles, bicycle docking stations, kiosks and related hardware and software ("Supply Subcontract");

WHEREAS, Operator purchased, with approval ofthe City, certain System equipment under the Supply Subcontract, including the bicycles, docking stations, kiosks and other equipment for the System, all of which is owned by the City ("Equipment"), using primarily federal granl funding;

WHEREAS, the System is currently composed of approximately 600 docking stations, 6,200 bicycles, and related equipment, all of which are owned by the City;

WHEREAS, under the Agreement, the parties agreed lo an operational profit/loss sharing formula that included performance incentives for the Operator if there was a profit and the Operator achieved specified .service levels;

WHEREAS, the Syslem has not turned an annual profit, and the parties have had to split losses based the formula contained in the Aareemcnt:

Contract (PO) No.: 26459 Specification No: I00320A Vendor No.: 55595024-A

WHEREAS, pursuant to authority conferred by Section 2-32-055 of the Municipal Code, the Chief Financial Officer entered into conlracts vvith one or more brokers for obtaining advertisers and sponsors ofthe System;

WHEREAS, pursuant to Section 2-32-055, the Chief Financial Officer entered into an advertising agreement for the System Ad Panels, vvhich advertising agreement has expired but is being replaced by an agreement vvith Operator on substantially the same terms;

WHEREAS, pursuant to Section 2-32-055, the Chief Financial Officer did enter into a System sponsorship agreement vvith Blue Cross Blue Shield of Illinois ("BCBSIL"), whereby BCBSIL paid the Cily $12,600,000.00 million over 5 years for the right to be the overall Syslem sponsor;

WHEREAS, the BCBSIL System sponsorship agreement expires on or about April 30,

2019;

WHEREAS, on or about November 30, 2018, Operator was acquired by, and became an indirect wholly-owned subsidiary of, Lyft, Inc.;

WHEREAS, the parties desire to amend the Agreement to, among other provisions, (i) dramatically expand the System in terms of size and technological sophistication, (ii) introduce into the system e-bicycles, dockless bicycles, bicycle hubs, electrified stations for charging and digital ad space, (iii) place the financial burden of expansion (including all capital costs), operations, and maintenance ofthe System solely on Operator, (iv) create a stream of payments from Operator to the Cily that vvill more accurately represent the current market value of System sponsorship and advertising opportunities, (v) create new service level agreements so that the City can maintain control over System quality, (vi) require Operator to manage and fund various related programs, including but not limited to "Divvy for Everyone," a pilot program for adaptive bicycle sharing, and a summer youth jobs program, (vii) grant the Operator exclusive rights to offer bicycle sharing on the public right of way, (vii) grant the Operator, subject to City approval, the right to set fares and create new fare products, and (i.\) grant the Operator the exclusive right to use the City trademark "Divvy" for bikeshare and related tran.sportation solutions, if any.

NOW, THEREFORE, in consideration of the mutual covenants, conditions and promises set forth herein, and for other good and valuable consideration, the receipt and sufficiency of vvhich arc hereby acknowledged, the parties agree as follows:

ARTICLE 1. DEFINITIONS 1.1 Definitions

The following words and phrases have the following meanings for purposes of the Agreement. Capitalized terms used but not defined herein shall have the meanings given to such terms in the Agreemenl.

"Bicycle" means the City Bicycles and the Operator Bicycles.

"Bicycle Hub" means any object or technology other than a Station used for the purpose of parking and locking a bicycle after a rental period such as no-tech bike corrals, and bike racks.

"City Bicycle" means a device propelled solely by human power, upon vvhich a person may ride either on or astride a regular seat attached thereto, having two or more wheels in tandem, as further described in the Scope of Services, Exhibit I , Schedule 3 and previously purchased by Operator from PBSC with funds from the City under the Agreement.

"City Data" means all data recorded, gathered, or produced by the System, including but not limited to data pertaining to individual users, vvhether gathered through the website, social media, the Equipment, or customer service communications.

"City Equipment" means the physical components ofthe System paid for and owned by the City and provided by Operator through purchase from its subcontractor PBSC.

"City Station.s" means the bicycle stations previously purchased by Operator from PBSC with funds from the City underthe Agreement.

"Contract Y ear" means, as the case may be, (i) the twelve-month period beginning on the Effective Date, (ii) each successive twelve-month period during the term, and (iii) any period less than twelve months beginning the day after the second to last Contract Year and ending on the expiration or termination date ofthe Agreement.

"Divvy Marks" means the name Divvy, including as specified in Federal trademark registrations for "Divvy" (Reg. No. 4802363) and "Divvy and Design" (Reg. No. 4802362). both of which are owned by the City.

"E-Bicycle" means a Class 1 low-speed electric bicycle, as defined in and Section 9-40- 010 ofthe Municipal Code ofChicago.

"Equipment" means the City Equipment and the Operator Equipment.

"Hybrid Bicycle" means a bicycle that has both a Lock-To Capability and a Station Lock Capability.

"Lock-to Capability" means a bicycle mechanism for parking and locking the bicycle to a separate physical object, other than a Station.

"Operator Bicycle" means the bicycles that are purchased by Operator under this Amendment. Operator Bicycles are owned by the Operator.

"Operator Equipment" the physical components of the System, including without limitation Operator Bicycles, Operator Stations, and Bicycle Hubs, that are purchased by Operator under this Agreement. Operator Equipment is owned by the Operator.

"Operator Stations" means the bicycle stations that are purchased by Operator under this Agreement, including stations vvith electric charging capability and digital ad panels. Operator Stations are owned by the Operator.

"Ridership Revenue" means all revenue derived from fees paid by riders for use of the System, including subscription, rental, overage, surcharge, and lost bike fees.

"Service Level Agreements" or "SLAs" means the service level agreements as defmed in Exhibit I .

"Services" as defined in the Agreement includes all the Operator obligations and services described in this Amendment.

"Station" means the City Stations and the Operator Stations.

"Station Lock Capability" means a bicycle mechanism for parking and locking the bicycle to a Station.

"Subcontractor" means any person or entity vvith whom Operator contracts to provide a material part ofthe Services.

1.2 Order of Precedence

In case of confiict or inconsistency between the terms of this Amendment and the terms of the Agreement, as previously amended, the terms of this Amendment take precedence. Except in the case ofthe case of confiict or inconsistency vvith this Amendment, the terms ofthe Agreement remain in full force and effect except as modified in this Amendment.

1.3 Incorporation of Exhibits

The following attached Schedules and Exhibits are made a part of this Agreement:

Exhibit I E.xhibit 2 E.xhibit 3 E.xhibit 4 Exhibit 5 Exhibit 6 Exhibit 7 Exhibit 8

Service Level Agreements

Annual Payment Schedule

Sy.stem Branding and Graphics

Economic Disclosure Statement and Affidavit Insurance Requirements and Evidence of Insurance List of Key Personnel

Sexual Harassment Policy Affidavit (Section 2-92-612) Advertising Standards

ARTICLE 2. DUTIES AND RESPONSIBILITIES OF PARTIES

2.1 Scope of Capital Investment System Expansion

(a) Capital Investment. Operator must provide a minimum of $50,000,000.00 in capital investment in the System during the term. Operator agrees that $42,000,000.00 of such capital investment must be completed no later than 36 months after the Effective Date. All proposed investments exceeding a cumulative amount of $1,000,000.00 in a given calendar year,. made after Lyft has satisfied the $50,000,000.00 commitment, described in the previous sentence, shall be subject to Cily approval, vvhich may not be unreasonably withheld. Operator must provide the City vvith semi-annual reports on capital investments.

(b) System Expansion.

(i) Generally. The required capital investment described in Section 2.1(a) will primarily be for System expansion. The Operator must add Operator Bicycles and Operator Stations to the Syslem. Such additions must be in accordance with the quantities and schedule set forth belovv ("Expansion T argets"). A t the end o f the schedule below the System will operate geographically in the entire City:

1. Within 12 months ofthe Effective Date Operator must add 3,500 Operator Bicycles and 50 Operator Stations;

2. Within 24 months ofthe Effective Date Operator must add 3,500 Operator Bicycles and 125 Operator Stations;

3. Within 36 months of Effective Date Operator must add 3,500 Operator Bicycles.

(ii) Bicycle Technology. Each Operator Bicycle must be both an E-Bicycle and a Hybrid Bicycle. If Operator wants to purchase and add a bicycle that is not both an E- Bicycle and a Hybrid Bicycle, Operator must seek City approval.

(iii) Electrification of Certain Stations. Subject to City approval of Operator plans and any third party approvals, Operator will install some Operator Stations (or upgrade City Stations) to have electric charging capabilities ("Electrified Stations") such that by .lune 30, 2021 a minimum of 15% of all Stations in the System will be Electrified Stations. A i i Electrified Stations must have an attached digital ad panel. Operator is responsible for all capital and operating costs required in implementing Electrified Stations witii digital ad panels.

(iv) Bicycle Hubs. In addition to adding a minimum of Stations as .set forth above, the Operator must provide supplemental Bicycle Hubs.

(v) Operator Equipment Specifications. Operator must provide for City approval specifications for all Operator Equipment, which approval will not be unreasonably withheld.

(vi) New Station Location/Siting. All Station location, relocation, and siting is subject to City approval, applicable laws and regulations and otherwise performed in accordance vvith the Agreement. Operator must undertake all activities related to new Station location and siting as part of its capital investment in the System; provided, hovvever. Operator must bear all costs the City incurs under the City parking concession agreement vvith, Chicago Parking Meters, LLC ("CPM") due to reduction in parking spaces covered by the CPM concession agreement, and such costs vvill nol count as part of Operator's capital investment in the System. If Operator proposes a Station installation that results in the reduction of metered parking space subject to the CPM agreement, the City will use good faith efforts to offset the value ofthe lost spaces by adding new metered parking space(s) within the same area as the space(s) taken. In no event will City incur any costs or expenses involved in relocation of spaces.

(vii) Federal Requirements. Operator agrees to cooperate with the City, in any manner, with respect to state and federal grant requirements that are triggered in the course of System expansion and operation. Such cooperation extends to the performance ofany action necessary to effectuate compliance with such grant requirements, including executing agreements or amendments required by the compliance with the federal requirements and the direct or indirect payment of all costs, fees, and repayment of required amounts under state and federal regulations to the state or federal funding source, as applicable; provided, however, lhat if pursuant to this Section 2.1(b)(vii), Operator is required to make any payment of Ridership Revenue to City or any grantor, then Operator's Annual Payment shall be reduced by an amount equal to such payment of Ridership Revenue.

(viii) Subcontractor Approvals. A ll Subcontractors require approval of the City, not to be unreasonably withheld. Operator must not hire any Subcontractor or other subcontractor that is debarred by the City.

2.2 Operation.s, Maintenance, and Performance Requirements.

(a) Operation and Maintenance Costs. Operator will be solely responsible for all costs involved in operations, maintenance, and marketing, and capital replacement of the System in conformance vvith the procedures set forth in the Agreement.

(b) Performance Requirements. Operator must meet the Service Level Agreements set forth in Exhibit 1 to ensure that the System and customer service are maintained at a high quality in terms of overall System usability and reliability, service coverage, equity and promotion of use and ridership growth.

(c) Liquidated Damages. Recurring failure to meet SLAs, subject to the cure periods set forth in E.xhibit I , will resull in liquidated damages and/or default on the Agreement; provided, however, that any failure to meet an SLA due to Operator's rea.sonable efforts to mitigate a safety issue or otherwise act in the best interest ofthe customers shall not give rise to liquidated damages, provided that Operator has notified the City of such mitigation efforts,in advance or as soon as practicable, and City has approved such efforts, which approval shall not be unreasonably withheld. I f Operator determines that meeting SLAs may require additional Operator Bicycles, Operator Stations, or Bicycle Hubs, or operational or other capital expenditures, any such costs vvill be borne solely by Operator. The failure to meet SLAs shall result in liquidated damages to be paid in cash; however, at the City's sole discretion, in lieu of paying cash for liquidated damages for failure to meet SLAs, Operator may satisfy such obligation by increasing its total capital expenditure on the System by the amounl of such damages. If City consents to Operator's increasing its total capital expenditure on the System as described above. Operator must separately track such capital expenditures on any such Equipment. In the event of expiration or early termination ofthe Agreement (i) the specific equipment so purchased will not be subject to City repayment, if any, or (ii) the City will receive a credit equal to the depreciated value of such expenditure.

2.3 Annual Payment

(a) Amount. On .lune 30th of each year during the term. Operator mu.st make an annual payment to tiie City ("Annual Paymenf). The Annual Payment comprises the following three elements:

(i) $6,000,000.00, which payment vvill (i) increa.se by 4% each year, and (ii) shall be prorated for any Contract Year less than eight (8) months long on the basis which the number of days in such Contract Year bears to 365 (a schedule ofthe Annual Payment subject lo this Sub.section (i), (ii) and (iii) is set forth in Exhibit 2. provided, however that the le.xt ol'this Section 2.3 takes t:)reccdence over Exhibit 2 in case of confiict);

(ii) the greater of (I) $1,500,000.00 or (2) 40% of net revenue generated in the most recently concluded Contract Year (ifapplicable) from third-party sponsorships and advertising, including branding or promotions on any System Equipment and any

advertising on static and digital ad panels. In determining net revenue. Operator must take into account only (i) commercially reasonable subcontractor commissions and expenses, and (ii) the costs of installing and electrifying digital ad panels on Electrified Stations; and

(iii) 5% of annual Ridership Revenue collected in the most recently concluded Contract Year (ifapplicable) in excess of $20,000,000.00.

(b) Use of Annual Payment. The parties acknowledge lhat all or a portion of the Annual Payment may be considered "program income" under federal grant requirements applicable to the federal grant funds used to purchase the existing equipment, and therefore would be required to be rolled back into the System, or other Title 23 Federal-aid eligible programs, or other purposes as may be approved by the funding source. Therefore, the City agrees to use the Annual Payment exclusively for transportation purposes, including, but not limited to the upkeep, maintenance and installation of bicycle infrastructure in the City of Chicago.

2.4 System Sponsorships, Promotions and Use of Ad Panels

(a) Spon.sorships. Operator shall have the right to (i) broker third party promotion or sponsorships for the System, and (ii) subject to Section 2.3(a)(ii), collect and retain all revenues generated by such promotion or sponsorships. Any third party sponsorships for the System that last longer than 120 days vvill require the approval of the City. Dedicated sponsorships ofany supportive programming for the Divvy system (e.g.. Divvy for Everyone, adaptive bikes) will require approval of the City. Operator agrees to grant Blue Cross Blue Shield of Illinois the right of first refusal, for a period of 90 days from the Effective Date, to any third-party sponsorships ofthe System.

(b) Co-Promotions. Co-promotions to Divvy riders and members with third-party urban mobility options and services (e.g., taxi, ridesharing), including those operated by Lyft, require the approval ofthe City, vvhich may be withheld for any reason.

(c) Use of Ad Panels.

(i) Public Service Announcement Panels. Operator must make available to the City 5% of .static ad panel faces and digital ad panel impressions for public service announcements, as provided by the City.

(ii) Lyft Branded Advertising Panels. Operator may use 20% ofthe static ad panel faces and digital ad panel impressions to promote Lyft's brand, inciuding Lyft's commitment to sustainable and multi-modal transporlalion.

(iii) Third Party Advertising Panels. Operator must use commercially reasonable efforts to sell third-party advertising on 75% ofthe static ad panel faces and

digital ad panel impressions. Any inventory of static ad panel faces and digital ad panel impressions not sold in a given period may be used to promote (I) Lyft's brand; (2) the System (e.g., Divvy presented by Lyft); (3) public art presented by Lyft; and (4) public service announcements. Operator must offer the City 25% o f such unsold static ad panel faces and digital ad panel impressions for public service announcements.

(iv) Limitation on Lyft Branded Advertising. Notwithstanding the foregoing Subsections (i)-(iii). Operator may not populate more than 25% of all static ad panel faces and digital ad panel impressions with Lyft branded advertising. For the avoidance of doubt, advertising panels used for promotion of the System (e.g.. Divvy presented by Lyft) and public art presented by the System shall not constitute Lyft branded advertising for the purposes of this limitation. In addition to the forgoing limitation. Operator may not use more than half of all Lyft branded advertising panels to promote a single line of Lyft business.

(v) Advertising Standards. All use of ad panels is subject to the Advertising Standards set forth on Exhibit 8 and, in keeping vvith the focus of the ad panels used for public art, Lyft recognition is expected to be minimal and discreet and shall reflect the established System name, including "Divvy." Operator agrees that no ad panel use shall disparage or injure the reputation of public transportation in Chicago.

2.5 System Branding

(a) System Name. Operator may establish a new System name, vvhich must include the Divvy Marks, and the Divvy blue color must remain relatively dominant within the color scheme. Operator must submit all branding and graphic designs to the City for approval. The City mu.st respond in a timely manner and its approval shall not be unreasonably withheld, taking into account practical considerations such as the need for Operator to have standardized national hardware platforms: provided, however, that if a brand other than "Divvy" alone or "Divvy'' vvith "Lyft" is introduced. City has the right to reject for any reason. The City hereby approves the graphic designs attached hereto as Exhibit 3.

(b) Exclusive Rights to Divvy Marks. The City hereby grants to Operator, for the term of the Agreement, the exclusive right to use the Divvy Marks for bicycle or other mobility programs. For the avoidance of doubt, the City agrees that it vvill not to grant any right to use the Divvy Marks to any other mobility service providers during the term, including for use on .scooters and olher micro-mobility solutions. I f pursuant to some other agreement with the City or otIier\vi.se outside the terms of this Agreement, Operator is permitted, contracted or licensed to operate scooters and other micro-mobility solutions in the City, Operator will be granted the right to use the Divvy Marks for such operation.

2.6 Exclusive Right on the Public Right of Way (a) Scope of Exclusivity.

(i) Exclusive Right on Public Right of Way. Subject to the terms and conditions of this Section 2.6, City agrees and acknowledges that, during the term of the Agreement. Operator vvill be the exclusive operator of bike sharing (be that docked, dockless, and/or electric bicycles) from the public right of way in the geographic areas of the City ofChicago that are covered by the System. City agrees that, during the term, it will not grant to any person or entity other than Operator a license or permit to offer bicycle rentals on the City's public right of way for any type of bicycle, including electric bicycles, docked bicycles, dockless bicycles and/or any combination or hybrid thereof. Issuance by the City of a permit to offer bicycle rental services from the public way, to any entity olher than Operator, is a breach of this Seclion 2.6(a)(i), for which the City vvill have a cure period of 10 business days from written notice from Operator. For the avoidance of doubt, the parties agree that the Operator's exclusive right to operate bicycle rental services on the public right of way is not violated by (i) any entity, including but not limited to the Chicago Park District, the Cook County Forest Preserve or any other private party, offering bicycle rental services that originate from their own property, or (ii) the parking of bicycles from other such rental systems by renters on the public right of vyay, unless any such bicycle so parked on the public right of way is capable of being rented, from the public right-of-way, for a new rental period, by a new customer. The parties agree that persons or entities displaying bicycles on the public right of way, with the intent to offer a staffed (i.e., non-self-service), service for round- trip (i.e., not point-to-point) bicycle rentals from adjacent private property, is not a violation ofthe exclusive right in this Seclion 2.6(a)(i).

(ii) Enforcement on Public Right of Way. The City acknowledges that the operation by an entity of a bicycle rental business, from the public right of way, without a permit, is a violation by that entity ofthe City's Municipal Code. Upon notice from Operator of a violation of its exclusive rights set forth in this Section 2.6, (including, to the best of Operator's knowledge, the identity of entity committing such violation(s), and date, lime and place of such violation(s)), the City will take enforcement measures against the violating party, as may be deemed appropriate considering the scope and frequency ofthe violations, by the City in its reasonable discretion, including by way of issuing warnings, citations, cease and desist letters, or impoundment of bicycles. The parties agree that any disputes involving violations of exclusivity or the City enforcement efi'orts under this subsection 2.6(a)(ii) will be settled in accordance vvith Article 6 ofthe Agreement ("Disputes").

2.7 Ridership Revenue/ Fare Products

(a) Ridcrship Revenue. Subject to any requirements under Section 2.1(b)(vii) and 2.3(a)(iii), all Ridership Revenue will be retained by Operator.

(b) Rental Fees/Fare Products. City agrees that, subject to City approval rights listed in this Section 2.7(b), Operator may set rental fees for single rides, daily passes, annual passes and overage fees. A ny increase greater than 10% in each calendar year requires approval o f t h e City. City approval vvill be required for all new fare products, new fare policies and fees, including introducing additional surcharges for premium services such as E-Bikes. Cily's approval in each ca.se shall be reasonably prompt and shall not be unreasonably withheld, taking into account the actual costs of delivering the service.

2.8 Integration of System Data with Third Party Applications

(a) System Data Integration with Ventra System. Operator must initiate a program so that, subject to cooperation of the Chicago Transit Authority ("CTA"), by December 31, 2019, it vvill complete the integration of System data vvith the Ventra application in order to incorporate Bicycle availability, rental and unlock features and, subject lo further cooperation of the CTA, by .lune I, 2021 jointly offer with the CTA at least one fully integrated membership, pass or fare product, providing a seamless transit-bike product for Chicagoans.

(b) System Data Integration with Lyft Application. Notwithstanding the foregoing and subject to third party integration commitments in Section 2.8(a), Operator may integrate the System data, and offer Bicycle availability and rental in, the Lyft mobile application, provided, hovvever, that bicycle rental rates may not be discounted without City approval, vvhich may be withheld for any rea.son.

(c) Stand-Alone Divvy Application/Website. Operator must operate and maintain (i) the existing stand-alone Divvy website and social media activity and (ii) the existing stand- alone Divvy application for bicycle availability, rental, unlock features.

(d) Third Party Applications. Upon request from a third party. Operator must work cooperatively, and in good faith, to enable such third party to integrate System data and enable purchase of rides at publicly available rates.

2.9 Operation of Related Programs.

(a) Divvy For Everyone. Operator must manage, fund, and operate the FJivvy for Everyone (l)4E) program and continue to operate the Divvy Outreach Leaders program. Operator agrees to fund increased resources placed within expansion areas. Operator shall seek inclusion ol' ex-offenders into the D4E program. Operator must submit an annual budget, outreach plan, and .scope of .services Ibr City approval.

(b) Adaptive Bicycle Sharing. Operator must develop a pilot adaptive bike sharing or rental program, based on reasonable feedback from surveys and focus groups with representatives of the disability community and affected partners, within six (6) to twelve (12) months after the Effective Date. Such program may (i) be a stand-alone program staffed by personnel that vvill facilitate rental of adaptive bicycles (i.e., non-self-service), (ii) use the Divvy Marks, and (iii) operate in coordination with third parties, such as bike stores or the Chicago Park District. The proposed pilot and any subsequent permanent program shall be developed vvith due regard to safety and geographic appropriateness and must include types of bicycles that meet the broadest needs of people with disabilities and training for rental personnel. Once the program(s) has been established, periodic status reports must be submitted to the Department of Transportation and the Mayor's Office for People with Disabilities. Proposals for the pilot and any permanent programs vvill be subject to the approval ofthe Commissioners ofthe Department of Transportation and the Mayor's Office for People vvith Disabilities, or their representatives. Such approvals may not be unreasonably withheld.

(c) .lobs Program. Operator must manage, fund, and operate jobs training programs, and shall seek inclusion of youth, ex-offenders and others with barriers to employment into all training and hiring programs. Operator vvill conduct these activities in coordination with community organizations. Operator has already established partnerships with Blackslone Bicycle Work.s, West Town Bikes, and Safer Foundation and commits to grow these partnerships and develop additional partnerships with similar organizations.

(d) Evanston System. Operator vvill be solely responsible for negotiating new terms, if any, with the City of Evanston regarding Evanslon's bicycle sharing syslem.

2.10 Scooter and Other Micromobility Solutions

If subject to future actions by the City separate from this Agreement, the City elects to permit or otherwise allows any third party to conduct business operation(s) or otherwise offer rental services from the public way, of a specific Low-Speed Electric Mobility Device (as such term is defined in the Municipal Code ofChicago), for a cumulative duration longer than nine (9) months during the first eighty-four (84) months ofthe term of this amended Agreement, then the Operator may initiate, and the City shall undertake, good faith negotiations (as described belovv) not earlier than the completion of such cumulative nine (9) month period. The subject of the good faith negotiations shall be changes lo the terms of the Agreement regarding the bikeshare System, if any, taking into account al least the following: (i) documented impacts to System vehicle utilization from such new Low-Speed Electric Mobility Device; (ii) whether Operator has been meeting SLAs: and (iii) benefits that Operator has earned or intends to earn from participation in such a Low-Speed Electric Mobility Device operation in Chicago. Operator's planned investment in the System described in Section 2.1(a) and Operator's schedule ior expansion o f l h e System described in Section 2.1(b) may l)e toiled during such negotiations. The parties agree to use best efforts to complete such good faith negotiations in a

timely manner within three (3) months of initiation ofthe negotiations, but in no event later than five (5) months, to ensure any such tolling is not indefinite. Tolling must cease upon successful completion of negotiations or, if unsuccessful, within five (5) months of initiation of

negotiations.

2.11 Term and Termination

(a) Term of Performance. Section 4.1 of the Agreement is hereby deleted and replaced vvith this Amendment Section 2.11(a). On or about October 2, 2017, the Commissioner notified the Operator, pursuant to Section 4.3 ofthe Agreement, that she was exercising the City option to extend the initial term ofthe Agreemenl (ending January 23, 2018) for si.xty months ("First Extension Period"). Therefore, the current end date o f the term o f this Agreement is .lanuary 23, 2023.

(b) Extension Periods. Section 4.3 ofthe Agreement is hereby deleted and replaced with this Amendment Section 2.1 1(b). The Agreement is subject to two 60-month extension periods beyond the Fir.st Extension Period (the "Second Extension Period" and the "Third Extension Period", respectively) contingent in each case upon (i) and (ii) belovv. A s to the Second E.xtension Period, the City will give notice to Operator whether Operator has met conditions (i)(l) and (i)(2) belovv six months prior to the end ofthe First Extension Term ("Notification Date").

(i) for the Second Extension Period, the term o f the Agreement vvill extend automatically, ifthe Operator (1) has met the Expansion 'fargets (as set forth in Section 2.1(b)(i)l-3 of this Amendment), and (2) has achieved a rating of "meets expectations'" in a substantial number o f SLA categories (on a weighted average basis) over the 12 months prior to the Notification Date; if the E.xpansion Targets are not met or the Operator has not met the requisite number of "meets expectations" specified immediately above, the Second Extension Period may be exercised at the sole discretion ofthe City. I f t h e Agreement is not otherwise extended pursuanl to this Section 2.ll(b)(i). the Agreement will expire at the end of the First Extension Period;

(ii) if the Agreement is extended for a Second Extension Period pursuant to Section 2.1 l(b)(i), the term of the Agreement may be extended for the Third Extension Period, upon (i) mutual agreement ofthe parties and (2) the approval ofthe City Council ofChicago. If (I) and (2) are not met, the Agreement vvill expire at the end ofthe Second Extension Period.

(c) Disposition of Equipment upon Expiration.

Upon expiration ofthe term ofthe Agreement, the City, at its sole discretion, may (i) require that some or all ofthe Equipment in the System be conveyed to the City for no payment; provided, however that any Operator Equipment acquired by the Operator, after Operator has met its obligation to make a $50,000,000.00 capital investment as required by Section 2.1(a).

shall be subject to purchase by the City, at a mutually agreed price, based on the fair market value of such Operator Equipment, which price shall not exceed the depreciated value ofthe Operator Equipment, using a 104-inonth straight-line depreciation schedule, or (ii) require Operator to remove the all the Equipment.

(d) Early Termination. Subsections (a) and (b) of Section 9.3 of the Agreement are hereby deleted and replaced with Subsections (d)(i) and (d)(ii) of this Amendment Section 2.11(d).

(i) In addition to termination under Sections 9.1 and 9.2 of the Agreement, the City may terminate the Agreemenl at any time by a nolice in wriiing from the Cily to Operator. The City will give notice to Conlractor in accordance vvith the provisions of Article I 1 ofthe Agreement. The effective date of termination will be the date the notice is received by Operator or the date stated in the nolice, whichever is later. If the City elects to terminate this Agreement, all Services to be provided under it must cease as specified in the early termination notice. After the effective date of termination, a termination fee ("Termination Fee") must be paid within sixty (60) days of the final Appraisal (as defined below).

(ii) After the notice is received. Contractor must restrict its activities, and those of its Subcontractors, to winding down the performance of the Services. No costs incurred after the effective date ofthe termination are allowed, except as mutually agreed between the parties. Ifthe City elects to terminate the Agreemenl for convenience in accordance vvith this Section 2.11(d), the City must pay to Operator as the Termination Fee the sum of: (1) the fair market value as ofthe dale of such termination ofany capital equipment expenditures incurred by Operator since the Effective Date; (2) the present value of reasonable lost profits of Operator from the notice of Termination through the Second Extension Period; (3) the unamortized amount (amortized on a straight line basis over a I-year period), as ofthe date of such termination, ofthe most recent Annual Payment; (4) the cost of any non-cancelable material and equipment that is not capable of use

except in the performance ofthe terminated services; and (5) any termination costs or penalties under any third-party agreement related to the services, including any lease for real property. After such payment, the City, at its sole discretion, may either require that all Equipment in the System owned by the Operator be conveyed to the City for no payment, or require Operator to remove the Equipment.

(iii) The fair market value and present value of reasonable lost profits noted in sections (ii)(r) and (ii)(2) above (the "Appraisal") shall be determined pursuant to a written appraisal by an independent third-party appraiser that is acceptable to the City and the Operator. Ifthe parties fail to agree upon such a single appraiser within 30 Days after a party requests the appointment thereof, then the City and the Operator shall each appoint an independent third-party appraiser. Each party shall determine an Appraisal within 60 days after the request for each party lo choose its own appraiser, fhe City's Appraisal and the Operator's Appraisal will be averaged, the result of which shall

constitute the Appraisal. In the event, hovvever, that the difference between the City's Appraisal and the Operator's Appraisal deviate by more than ten percent (10%)) of the lowest value Appraisal, then both such appraisers shall be instructed to jointly .select a nationally recognized independent third-party appraiser to make the final determination of the Appraisal within 30 days of completion of the Cily's Appraisal and Operator's A ppraisal.

2.12 Key Personnel.

The parties hereby agree that the text ofSection 3.9(c) is deleted and replaced with:

Operator imrst provide a Li.st of Key Personnel within a rea.sonable period after the Effective Date. Key personnel are .subject lo City approval, which may not he iinrea.sonahly withheld. Operator mu.st update its List of Key Persotmel hy notice lo the City when nece.s.scuy to reflect the current personnel and the respoitsihility of each.

2.13 Events of Default. The parties hereby agree that Section 9.1(b) of the Agreement is amended, in part, by adding the word "material" in the following manner:

(h) Operalor'.s material failure to perform any of il.s ohligation.s under lhi.s Agreement including the following:

No other change to Section 9.1(b) is intended by this Seclion 2.13.

The parties hereby agree that Section 9.1(d) ofthe Agreement is hereby deleted.

2.14 Cure Periods.

The parlies hereby agree that Section 9.2(a) of the Agreement is deleted and replaced vvith the following:

(a) Notices. The occurrence of any event of defendl permits the City, cd the City's .sole option, lo declare Operator in default.

The Commissioner will give the Operator an opportunity lo cure the default, where such defiult is capable of cure, wiihin a certain period of time, which period of lime may be no less than 30 days and may be e.xlended by the Commissioner; such cure period will be automatically e.xlended for a reasonable period of lime so long as Operator is diligently pursuing the remedy.

The Commissioner will give Operator written nolice oflhe default, in the form of a cure nolice ("Cure Nolice"). subjecl lo the lime periods above. If Operator is unable to cure wilh in Cure Period, ihe Commissioner may give a default nolice ("Default Nolice"). If the

Commissioner gives a Default Notice, the Default Notice will also indicale any present intent the Commissioner may have to terminate this Agi-eement, and the decision to termincde isfined and effective upon giving the notice. Ifthe Commissioner decides not to terminate, this decision will not preclude him from later deciding to terminate the Agreement in a later nolice, which will be fined and effective upon the giving of the notice or on the elale set forth in the notice, whichever is later. When a Default Notice wilh intent to tei'minate is given as provided in this Section 9.2 einel Article II, Operator must discontinue any Services, unless otherwise directed in the notice, and deliver all materials accumulated in the peiformemce of this Agreemenl, whether completed or in the process, to the City.

No other change to Seclion 9.2 is intended by this Seclion 2.14.

2.15 Notices. Operator's address for the purposes of Article 11 ofthe Agreement is hereby amended to the following:

"Motivate International Inc. WeWork c/o Liam O'Connor 360 W. 3P' Street, Floor 9 New York. NY 10001

vvith copies to:

Lyft, Inc.

Attn: LBS Legal

185 Berry Street, Suite 5000

San Francisco, CA 94107''

2.16 Deletion of Certain Provisions. In addition to the deletion ofany provisions of the Agreement in accordance with the aforementioned terms of this Amendment, the following provisions ofthe Agreement are hereby deleted: Sections 3.2; Exhibit I , Article V; Exhibit I , Article V I , Section A : E.xhibit I . Schedules 4, 5, 19. 20, 23, and 24 ; and Exhibit 3; in Schedule

I I, .section (4), second paragraph, the number "25" is hereby deleted and replaced with "35."

Acknowledgement. Operator has executed an on-line Economic Disclosure Statement (EDS) per Certificate of Filing and has provided an Insurance Certificate, vvhich are attached to this Amendment as Exhibit 4 and Exhibit 5 respectively, and incorporated here by reference. Hie Contractor warrants and represents that such documents are accurate as of the date of execution of this Amendment. The terms of the Agreement remain in full force and effect except as modified in this Agreement.

[Signalure Pages. E.\hihils and Schedules follow.]

IN WITNESS WHEREOF, the undersigned have executed this Amendment as ofthe Effective Date in counterparts or otherwise

OPERATOR:

MOTIVATE INTERNATIONAL, INC.

By: Name: Title:

CITV OFCHICAGO:

DEPARTMENT OF TRANSPORT A TION

By: Name: Title:

DEPARTMENT OF FINANCE

By:

Name: Title:

EXHIBIT 1 Service Level Agreements

EXHIBIT 1 Service Level Agreement

The Operator and City have agreed on a number of Service Level Agreements ("SLAs"). On a monthly basis, the Operator will provide the City with a report on its performance against each SLA. If in any given month the Operator does not Meet Expectations for SLAs 1 through 11, and if in the subsequent month, the Operator still has not achieved Meets Expectations in such SLA, then a Liquidated Damage of $10,000 for each SLA 1 through SLA 3 and $5,000 for each SLA 4 through 11 shall be applied for each month, and that fine shall continue for each subsequent month where Meets Expectations has not been achieved in such SLA. However, once an SLA has not been met for the third month in a calendar year, the SLA will be applied immediately.

Meeting Expectations for SLAs 1 through 11 more than half of the time each such SLA is measured in the 12 months before the Notification Date (as defined in the Agreement) shall constitute achieving a rating of "Meets Expectations" in a substantial number of SLA categories

1. % of Station Minutes with Sufficient Bikes: Percent of time Stations have Sufficient Bikes (as delined below) between the hours of 6 AM and 12 AM (midnight) with no grace period. A Station has Sufficient Bikes if the number of Bicycles at that station, or within 400 meters of that station, is greater than or equal to 10% of the number of Docks at that Station rounded to the nearest whole number. Meets Expectations is achieving at least 95%

2. Vo of Station Minutes with Sufficient Available Docks: Percent of time Stations have Sufficient Available Docks (as defined below) bet^vcen the hours of 6 AM and 12 AM (midnight) with no grace period. A Station has Sufficient Docks if the number of Docks at that Station, or within 400 meters of that station, is greater than or equal to 10% ofthe number of Docks at that Station rounded to the nearest whole number. Meets Expectations is achieving at least 95%.

3. % of Station Days where Stations Full or Empty > 24 hours: Total number of 24- hour periods that a station has been full or empty, divided by the number of Station Days in the month. "Station Days" means the average number of stations in the system during the month times the number of days in such month. Meets Expectations is no greater than 3%.

4. % of Bike Fleet Deployed: Metric is only applied between the months of April and November. The percentage of Bicycles deployed shall be calculated by taking the number of Bicycles deployed on the street recorded on a daily basis ("Bicycles in Circulation"), divided by the Bicycle Fleet. "Bicycle Fleet" is the number of Bicycles purchased minus Mi.ssing Bicycles, Crashed Bicycles, Retired Bicycles (each as defined below), extra spare

bicycles purchased and otherwise out of service Bicycles measured each day of the month and averaged over the month. E-Bikes that go dead with battery life are not considered to be Bicycles in Circulation. Meets Expectations is achieving at least 80%.

a. "Missing Bicycles" means Bicycles that are otherwise in service but have not been docked at a Station in the last 24 hours. The process for replacement of missing bicycles shall be determined and mutually agreed upon by the Operator and the City.

b. "Crashed Bicycles" means Bicycles that are not in service because they have been suspected of having been or reported as being in a crash.

c. "Retired Bicycles" means Bicycles that are not in service because they have been damaged beyond repair, because they are undergoing extraordinary maintenance required to mitigate a safety issue with notice to the City, or because they have reached the end of their useful life.

5. % of Calls Answered (90 Seconds): Percent of calls that arc answered within 90 seconds, as reported by the call center on a monthly basis. Meets Expectations is achieving at least 85%

6. % of Dropped Calls: Meets Expectations is no greater than 5"/o.

7. Vo of Email Responded (24 Hours): Percent of emails that are responded to within

24 hours. Meets Expectations is achieving at least 95%

8. Vo of Stations Inspected & Cleaned: Percentage of Stations that have been inspected within the last sixty (60) days measured each day ofthe month and averaged over the month. Meets Expectations is achieving at least 95%. Station Inspection shall include, but is not limited to, the following tasks:

a. Use best efforts to clean all visible dirt, ink, paint, litter or any other substance on the Station;

b. Check Kiosk functionality including transactions and communications;

c. Check all communications systems including, but not limited to, the Kiosk-dock and

the Kiosk-Central Computer System;

d. Check each of the Docks' functionalities including but not limited to locking mechanism, cassette and keypad and bike charging functionality if present;

e. Wipe dow n Station and all interfaces (screens, keypads, map and ad panels etc.) with cleaner;.

f. Check physical Station connections

9. % of Bikes Inspected: Percentage of available Bicycles that have been inspected w ithin the last sixty (60) days measured each day of the month and averaged over the

month. Meets Expectations is achieving at least 95%. During Bicycle inspection, the Operator shall, at a minimum, conduct the following checks, and repair or replace all, necessary elements:

a. Check tire pressure, and add air as may be needed, to recommended Pounds per Square Inch measurement;

b. Check tightness of handlebars, headset bearings, and full handlebar range of motion (left to right);

c. Check tightness of seat, seat post quick-release, and see that seat post moves freely in full range of motion (up and down);

d. Check brake function (front and rear);

e. Check grips for wear and brake levers for tightness and damage;

f. Check bell for tightness and correct function;

g. Check handlebar covers for damage and instruction stickers;

h. Check front basket for tightness and damage, and check bungee cord for wear;

i. Check for correct gears and shifter function;

j. Check fenders (front and rear) for damage, and clean outside of fenders;

k. Check tires (front and rear) for damage or wear;

I. Check wheels (front and rear) for trueness, broken or bent spokes and hub or axle tightness;

m. Check LED lights (front and rear) for function;

n. Check reflectors on wheels, seat and basket, to if they are present, clean and

undamaged;

o. Check pedals and cranks for tightness;

p. Lubricate and clean chain and check chain tensioner for correct function

q. Check kickstand for correct function;

r. Brief test ride to ensure overall correct function of Bicycle including pedal assist

function if present;

s. Check function of onboard computer, GPS, communication equipment and other components; and

t. Clean bicycle

10. % of Bikes Refurbished: Percentage of available Bicycles that have been re