This Agreement is entered into this !3. day of A 1018, by and between the City of Saint Paul, Minnesota, a municipal corporation under the laws ofthe State of Minnesota, (“City”) and Neutron Holdings, Inc. (“Vendor”) WHEREAS, the City issued a Request for Proposals to companies offering self-service bicycle sharing technology to operate primarily in Saint Paul's public right of way; and WHEREAS, Vendor's proposal was selected as the company which would provide the best. customer experience and value to the City; Now, therefore, based upon the promises and conditions stated her« follows: | parties agree as SECTION 1: Grant of License: City grants Vendor a non-exclusive license to use the portions of the public right of way within the City of Saint Paul for parking of its bicycle fleet on the terms and conditions contained in this Agreement. SECTION 2: Term of Agreement. This Agreement will be effective upon execution and continue in effect for a period of two (2) years, unless earlier terminated pursuant to § 15, with the option to renew for additional one-year periods (maximum of 3 years total) at the same terms and conditions including pricing if agreeable to both parties. SECTION 3: Implementation and Operations ‘A. The service area under this Agreement will be defined as the City of Saint Paul municipal boundaries. The City may adjust the service area at its sole discretion. Vendor may not modify the area of bike sharing operations without approval from the Director of Public Works. B. Vendor shall have a staffed operations center in the City of Saint Paul no later than March 31, 2019. ©. Vendor shall have a 24-hour customer service phone number and email address for customers and City staff to report safety concerns, complaints, or ask questions. D. Vendor shall provide the City with a direct contact for bicycle share company staff that are capable of removing or rebalancing bicycles. Page 1 of 12Vendor shall have a minimum bicycle fleet of 500 bicycles in revenue service within four weeks of initial launch date. Vendor is limited to 1,000 bicycles during the first month of operation and 2,000 bicycles during the second month of operation. After the second month, Vendor may request permission from the City to expand beyond 2,000 bicycles. The Director of Public Works decision on whether to increase the fleet size will be based, in part, on the Vendor's performance meeting the requirements of this Agreement as well as a demonstrated need for more bicycles, G. Vendor shall notify the City if plans to change its fleet size at least two weeks before deployment; and include the additional program administrative fee. H. Vendor must relocate or rebalance bicycles upon receiving a request from the City for any reason based on these times: 1, 6am to 8pm on weekdays, not including holidays - within two hours of receiving notice from the City, 2. Allother times — within 10 hours of receiving notice from the City. |. Vendor must rectify an excessive accumulation of bicycles in a concentrated area within the timeframe identified in Section 3H. It is at the sole discretion of the City to determine what constitutes an excessive accumulation given the unique conditions of the area; however, the City’s determination shall not be exercised unreasonably. J. Any bicycle that is found to be parked outside of the defined service area or outside of the City will be removed or relocated by Vendor, unless Vendor has a formal agreement to operate in that jurisdiction. K. Vendor must utilize GPS based fleet management system capable of determining the location of all bikes at all times to aid in rebalancing and preventing the excessive accumulation of bicycles in a concentrated area. Vendor must provide City Staff an electronic method of visualizing the location and distribution of bicycles in real-time. L. Vendor shall establish an alternate payment/ access system to credit card/smart phone which will employ a cash-based and SMS (text) or phone call methodology for users to access the bikes M. Vendor shall ensure that bicycles are regularly distributed throughout the city to ensure availability in all neighborhoods, with access to bicycles within no more than half a mile from any residence in Saint Paul. SECTION 4: Fees and Reimbursement. Page 2 of 12A. Vendor will pay an annual program administrative fee of $20 per bike to the City to cover costs associated with management and oversight of Vendor. If Vendor increases the size of the fleet, additional payment is required for the incremental increase. If Vendor decreases the size of the fleet, the City will not return any portion of administrative fees already paid. If Vendor reduces the size of the fleet, then increases the fleet size within the same calendar year, Vendor is only required to pay the administrative fee for the incremental increase over the Previous maximum within the same calendar year. B. Vendor will be responsible for reimbursing the City for the costs of City staff time spent relocating or removing bicycles from any location where bicycle parking is prohibited under this Agreement. Before relocating any bicycle the City will first notify Vendor of the issue and request that Vendor relocate the bicycle(s) to an allowed location. Vendor will have 2 hours to relocate bicycles if notified between 6am to 8pm on weekdays, not including holidays, and ten hours at all other times C. Fees for staff time are: $35 per bicycle per move from unauthorized location $20 per day per bicycle for storage at Dale Street facility. A partial day counts as ‘one day. SECTION 5: Equipment Specifications, Maintenance and Security. A. All bicycles used in bike sharing systems shall meet or exceed the standards outlined in the Code of Federal Regulations (CFR) under Title 16, Chapter Il, Subchapter C, Part 1512 ~ Requirements for Bicycles. Additionally, permitted systems shall meet the safety standards outlined in ISO 43.150 — Cycles, subsection 4210. B. Any electric bicycles shall meet the National Highway Traffic Safety Administrations (NHTSA) definition of low-speed electric. bicycles; and shall be subject to the same requirements as ordinary bicycles. This means that electric bicycles shall have fully operable pedals, an electric motor of less than 750 ‘watts, and a top motor-powered speed of less than 20 miles per hour when operated by a rider weighing 170 pounds. C. All bicycles shall meet the State of Minnesota requirements described in Minnesota Statute 169.222, including those for lights during hours of darkness, This includes a front light that emits white light. Bicycles must comply with State of Minnesota requirements for rear visibility by providing a rear red light rather than a reflector. D. Every bicycle shall have a unique identifier that is visible to the user on the bicycle, E. Vendor shall provide a mechanism for customers to notify the company that there is a safety or maintenance issue with the bicycle that is able to receive and provide confirmation of receipt of the message at any time bikes are present within the public right of way or are available for use. F. Any inoperable bicycle, or any bicycle that is not safe to operate shall immediately be made unavailable for use and removed from the right-of-way within 24 hours of receiving notice from the City or through Vendor's own communications platforms. The bicycle shall be repaired before returning to revenue service. G. City is not responsible for any lost or stolen bicycles, or for damage or vandalism to Page 3 of 12