2018 Update to Nonprofit Business Plan

Transcription

1 2018 Update to Nonprofit Business Plan This Business Plan Update has been approved by the Nice Ride Board of Directors. It is subject to approval by the City of Minneapolis and is incorporated by reference in the proposed Third Amendment to Grant Funded Agreement by and between the City of Minneapolis and Nice Ride Minnesota. EXECUTIVE SUMMARY Since its launch in 2010, Nice Ride has followed the core elements of the December 3, 2008, Nonprofit Business Plan for Twin Cities Bike Share System ( 2008 Business Plan ). Core elements included: station-based bike share; capitalized through combination of public funds and title sponsorship by Blue Cross and Blue Shield of Minnesota ( Blue Cross MN ); operated by nonprofit staff with costs covered by sales revenue plus station sponsorship. In 2010, NRM and The City of Minneapolis entered into a Grant Funded Agreement ( GFA ), which expires in August of In that Agreement, Nice Ride agreed to operate the Program using the grant-funded equipment. The Program was the 2008 Business Plan. Core goals included: establishing bike sharing as a convenient and reliable form of transportation, increasing bicycle mode share, and increasing cultural acceptance of active transportation. The 2008 Business Plan was successful. NRM has achieved public goals, expanded using funds from multiple public sources, and become a model for over 50 similar nonprofits in other cities. In 2017, the market and technology assumptions underlying the 2008 Business Plan fundamentally changed. Over $3 billion in private capital flowed into the bike sharing industry worldwide. Over 20 million bikes were deployed in cities worldwide. The predominant technology platform became dockless. Dockless technology has great potential to further our goals for more people in more places at lower cost, but its current implementation has serious problems, particularly low-quality and disorder in the right of way. The NRM Board of Directors has adopted this Business Plan Update in response to this change (the year-long process leading to this decision is described below). The core goals of this Business Plan Update remain the same as listed above. Key elements of the Business Plan Update are: continue to operate and maintain the existing, grant-funded equipment until we are confident that the system that will replace it is sustainable; 1 The term of the GFA was extended to August 2021 in a Second Amendment related to the 2011 expansion. PAGE 2 NICERIDEMN.ORG APRIL 13, 2018

2 pilot a dockless bike model that will meet our goals for quality, reliability, equity, and orderliness while serving more people and expanding use; contract with Motivate International Inc. or its affiliate, Motivate Minnesota, LLC ( Motivate ) to provide these operating services and to deliver this pilot using a form of contract that will assure collaboration, innovation, transparency, and accountability in a fast-changing industry. The Mission and Board of Directors of NRM will remain in place, as will NRM s commitment to implement the Program, as modified through this Business Plan Update. NRM will change from an owner/operator model to a contracting and contract oversight model. Key changes will include: The NRM Board will add directors with expertise in measurement and oversight (currently supported by the Humphrey School of Public Policy); NRM s Twin Cities employees (with exception of its Executive Director) will become employees of Motivate; NRM will transfer spare parts, tools, trucks, trailers, and facilities to Motivate; Motivate will operate all of the existing bikes and stations in 2018; Motivate will deliver at least the following number of dockless bikes: o 1,500 in 2018 o 1,500 in 2019 o 1,500 in 2020 if usage targets are met o 1,500 in 2021 if usage targets are met In 2018, Motivate will cap its pricing for the first 30 minutes of each trip at $1.00 through the smart phone application, and $2.00 at the station and, after that, the cap will be equal to Metro Transit bus fare; Motivate may take station-based equipment out of service after 2018, provided that it replaces station-based bikes with dockless bikes on a 1:1 basis; The dockless bike pilot will include at least 150 e-bikes which will be rented and returned at centrally located charging stations; NRM will encourage its title sponsor to enter into a new sponsor relationship with Motivate. In the proposed Program Agreement between NRM and Motivate that will implement these changes, NRM is referred to as the Manager, because its role will be to manage the contract to achieve the goals of the public grants, compliance with obligations to right of way owners, and NRM s nonprofit mission. All of these changes are subject to approval of a transition plan by our public grantors, which has been requested, and by approval by the City of an Amendment to the GFA, which is scheduled for vote on April 27, Central to the Business Plan Update are five strategies: (1) contracting for transparency and innovation, (2) using virtual station technology to create orderly, designated dockless bike parking areas, (3) equitable service, (4) robust data sharing, and (5) prioritize quality and reliability over growth. Each of these strategies are discussed more fully below. PAGE 3 NICERIDEMN.ORG APRIL 13, 2018

3 HISTORIC CONTEXT RELEVANT TO BUSINESS PLANNING 2008 Business Plan, Launch, and Expansion with Public Funds In 2008, with support from the Minneapolis Department of Community Planning and Economic Development, the City of Lakes Nordic Ski Foundation and a group of advocates put forward the 2008 Business Plan. The 2008 Plan called for the creation of a nonprofit that would own and operate a station-based bike share system. It called for capitalization through public funding and private sponsorship. The City of Minneapolis ( the City ) applied to the Federal Highway Administration ( FHWA ) for initial capital, agreeing to serve as fiscal agent for a new nonprofit. Blue Cross MN contributed capital and became the title sponsor for NRM. The initiative has been successful in many ways, including: growing from 65 stations and 700 bikes to 200 stations and 1,850 bikes; staffing thousands of local events and group rides; catalyzing a steady increase in active transportation participation in the Twin Cities; partnering with the National Park Service to enhance active transportation to parks and support paddleshare on the Mississippi River; sharing data and learnings through open source practices and leadership in the formation of a national industry association and creation of an international open data standard; maintaining bikes beyond their projected useful life and continuously upgrading electronic equipment, websites, and apps; being a model and resource for over 50 similar non-profit owner-operators in North America. The following describes the sources of public funds, representing roughly two-thirds of the capital cost of the current bike share system. This chart also indicates the manner in which NRM has accounted for depreciation of these assets in its audited financials. PAGE 4 NICERIDEMN.ORG APRIL 13, 2018

4 Nice Ride Minnesota Public Funding 12/31/2017 Bikes Stations *Bikes - 5 YR *Stations - 10 YR Ye a r Source s of Public Funds Contribution Purcha se d Purcha se d % De precia tion % De precia tion 2010 Non-Motorized Pilot FHWA $ 1,750, % 75% City of Minneapolis $ 250, Non-Motorized Pilot FHWA $ 1,043, % 65% DHHS-Communities Putting Prevention to Work $ 201, National Park Service (FHWA/FTA) $ 480, % 55% MnDOT / Capital Area $ 100,000 University of Minnesota $ 150, National Park Service (FHWA/FTA) $ 630, % 45% Hennepin County $ 90, /2015 National Park Service (FHWA/FTA) $ 504, % 25% Metropolitan Council-CMAQ/FHWA $ 70, Metropolitan Council-CMAQ/FHWA $ 300, % 15% 2017 National Park Service (FHWA/FTA) $ 171, % 5% Total $ 5,741, Aggregated Fleet Depreciation 86% Aggregated Station Depreciation 57% *Bikes/Station Depreciation percentage based on mid-year installation In the 2008 Business Plan, NRM assumed a five-year useful life for bikes and ten-year useful life for stations. We assumed a bicycle theft/vandalism loss rate of 10%. NRM currently has approximately 1,850 bikes ready for service in our Spring 2018 launch, reflecting a retention of assets far better than anticipated. NRM has operated on a break-even basis since 2010, and has not generated reserves. NRM published a detailed Five Year Assessment containing a description of experiences and lessons learned from implementation of the 2008 Business Plan Decision to Build Capacity and Expand Program Scope with Blue Cross Support Prior to 2013, NRM focused on launching, trouble-shooting, and growing the urban bike share system. In 2013, with support from Blue Cross, Nice Ride began investing in other programs to achieve impacts similar to urban bike share for more people in more places. That led to implementation of Nice Ride Bemidji, Nice Ride Neighborhood (in North Minneapolis, Phillips, and Frogtown), Wheelbeing, and Nice Ride Rochester. A number of other program concepts were developed but have not yet been implemented. At the same time, also with the support of Blue Cross, Nice Ride increased its investment in capacity, purchasing a building and adding staffing necessary to focus on improving quality and reliability for our customers while reducing dependency on contractors for maintenance, PAGE 5 NICERIDEMN.ORG APRIL 13, 2018

5 repairs, and heavy equipment work. CURRENT STATE OF STAFFING AND EQUIPMENT Nice Ride typically employees approximately 40 people at peak season and approximately 16 people in the off-season. Melissa Summers, Associate Director, manages all day-to-day operations and the customer service call center. Ian Nancekivell, Operations Director, manages a team of technicians trained to move and repair stations and a team of operations associates trained to move bikes and maintain all on-street equipment. Mitch Vars, IT Director, oversees websites, apps, and electronic devices, and serves on the Board of the North American Bike Share Association, serving as a national expert and liaison for the bike share industry on real time data publication and data sharing. Andrew Corson, Lead Bike Mechanic, trains all operations staff on bike maintenance and sources the replacement parts inventory. Coreen Elwell, Accountant, manages finances and audit. Each of these employees have worked for NRM for more than five years and have deep expertise. Nice Ride began operations in 2010 with 65 stations. Additional station equipment has been added as the system has expanded. Type and Age of Station Equipment Item Year purchased Quantity PBSC V1 Terminal PBSC V1 Terminal PBSC V2 Terminal PBSC V2 Terminal D Bonfire Terminal D Bonfire Terminal D Bonfire Terminal All station equipment has been part of a program of continual maintenance and upgrades. Bike Fleet Nice Ride s bike fleet is comprised of approximately 1850 PBSC Urban Solutions Iconic bikes. The bikes are purpose built for public use and employ a number of anti-theft and anti-vandalism features. Bike maintenance and repair requires specialized tools and access to compatible parts, some of which are unique or proprietary. All bikes have been part of an on-going maintenance program with many consumable parts such as tires, brakes, chains and saddles having been replaced. Condition of the fleet overall is good, however more than 50% of the fleet has been in service 5 or more years and may require a higher level of maintenance to continue operation. Age of Bike Fleet PAGE 6 NICERIDEMN.ORG APRIL 13, 2018

6 Year purchased % of fleet % % % % % % % Spare Parts and Additional Equipment Nice Ride maintains a spare parts inventory for both station equipment and bikes. Current supplies are estimated to last 3-6 months. Nice Ride owns a fleet of vehicles, trailers, and heavy equipment used for system installation, bike redistribution, and other activities related to bike share operations. This fleet includes: 3 compact pickup trucks 1 heavy duty 1 ton stake side truck 1 full size ½ ton pickup 1 cargo van 1 articulated loader /forklift 2 heavy duty equipment trailers 5 custom bike trailers Buildings Nice Ride owns office/shop/warehouse/yard space located at th Avenue South, Minneapolis. OVERVIEW OF INDUSTRY CHANGE Sources of Capital and Business Model, Pricing Over the past 18 months, over $3 billion has flowed into start-ups in the bike sharing industry. In China, two start-ups, Ofo and Mobike, have received the lion s share of this capital, but there have reportedly been 70 similar start-up companies. In the U.S., LimeBike has received the largest funding rounds, totaling $132 million to date. The sources of capital have been tech sector venture capital firms and two of the largest companies in the world, Alibaba and Tencent, who are competing for market share in the Asian mobile payments industry. These sources of capital raise three concerns. First, the start-ups receiving this money are focused on growth at the expense of quality, reliability, and order, because the best way to obtain additional venture capital is to show growth in cities, app downloads, and users. Second, it appears likely that this infusion of venture capital is not based on profitability and may be creating unsustainably low pricing. Third, it appears likely that this PAGE 7 NICERIDEMN.ORG APRIL 13, 2018

7 venture funding boom cycle will end at some point and that many of these start-ups will not survive. The structural changes in the industry are hard to overstate. Prior to 2017, the vast majority of bike sharing equipment was proprietary and sourced from vendors providing complete solutions. Today, bikes, locks, and apps are available from many sources and can be combined in many ways to start a new service seemingly overnight. The enormous demand for new bikes has resulted in rapid growth in capacity and enormous efficiencies. Mobike reports that it can manufacture over 50,000 bikes per day, presumably at a small fraction of the cost NRM paid for bikes in the past. Benefits and Problems with Dockless Models as Currently Implemented Dockless bike share has enormous benefits. By April of 2017, Ofo and Mobike were each reporting over 25 million trips per day in Chinese cities. In less than a year, bicycle mode share in Beijing doubled. Key benefits of the current implementation include: Bikes can be picked up and dropped off anywhere. Extremely low cost ($0.15/trip in China; $1/trip in U.S.). The user interface is the customer s phone, so there are no docks, lock motors, key pads, touch screens, or other devices to maintain. Multiple types of bikes can be used interchangeably with the same lock and in the same system. Redistribution requirements are lower, because there are no problems with full stations preventing a customer from ending a rental. The current implementation of dockless bike sharing also has substantial problems. The most important of these have been: Bikes improperly parked, creating disorder in sidewalks and streets, creating safety and access concerns, particularly for pedestrians with disabilities, and creating a negative public impression of bike sharing; Low initial bike quality levels and an under-investment in operations and maintenance staffing, coupled with a continuous infusion of new bikes, resulting in safety concerns, poor consumer experiences, and a sense that the bicycles are disposable, and not environmentally sustainable. Follow this link to a case study based on public reporting from Dallas, where six start-ups placed approximately 20,000 bikes last winter. OVERVIEW OF TRANSITION EFFORTS In May of 2017, the NRM Board recognized these changes and that they would likely impact the U.S. market quickly, but that also recognized that U.S. cities are different from the Asian cities where the dockless model has exploded, particularly in our emphasis on safety and order in the PAGE 8 NICERIDEMN.ORG APRIL 13, 2018

8 right of way. The NRM Board concluded that we should seize the opportunity to reach many more people with many more bikes more conveniently and at lower prices by pursuing a dockless strategy. We should simultaneously fulfill our obligation to utilize the publicly-funded bikes and stations for their useful life, provide for a seamless customer experience during the transition between stationbased and dockless systems, and have a contingency plan if the transition to dockless proves rocky or the current venture-capital boom driving its growth ends in a bust not unusual among tech sector start- ups. We should also ensure that civic goals around equity, innovation, experimentation, and maintaining order in our right-of-way are built into our transition strategy, so we do not lose some of the most important benefits of our public-private partnership. To achieve these goals, in August of 2017, NRM published a Request for Proposals for Transition of the Twin Cities Bike Share System ( RFP ). The RFP sought proposals from a partner who will: 1. Operate and maintain our existing bike share system for its useful life. 2. Furnish and operate dockless bikes and enable customers to use both types of bikes seamlessly. 3. Meet civic goals for quality, reliability, and growth while working with right-of-way owners to manage introduction of new technology and thousands of new shared bikes. 4. Furnish related equipment, software, and services to meet civic goals for equity and innovation, and 5. Privately fund all of the above. Before drafting the RFP, NRM staff met with each of its primary right of way owners and solicited their input on the transition process. NRM staff also met with its largest public grantors, including FHWA and the MNDOT Office of State Aid, to discuss the RFP. NRM published the RFP through its website and through the North American Bike Share Association. NRM also held a public meeting announcing the RFP and discussing the reasons for it. In early October, NRM received proposals from six companies. Process for Evaluation of Proposals NRM formed an evaluation committee including advocates, public officials, and academics from Minneapolis and St. Paul to evaluate the proposals. The group approved a weighted scoresheet corresponding to the goals stated in the RFP. In October, the evaluation committee narrowed the field to two finalists, Motivate and LimeBike, who were invited to present separately to the committee and in a public meeting. The public meeting was held at Macalester College, was facilitated by Our Streets, and received broad local news coverage. Both Motivate and LimeBike presented bold visions for transition of NRM. A summary of results of the evaluation committees scoring follows: PAGE 9 NICERIDEMN.ORG APRIL 13, 2018

9 Twelve of thirteen people scored Motivate higher than LimeBike. Motivate received 87% of available points. LimeBike received 73% of available points. The criteria that most distinguished Motivate (25 percentage points or greater difference) were: Will assure ability to continue existing service if dockless model fails (due to ROW conflicts, unsustainable business model, theft or any other reason) The contractor will manage on-street operations of both the existing system and the new system in a way that is reliable and efficient. The contractor has capacity (technology and staff) to maintain clear right of way for pedestrians, persons with disabilities, vehicles, etc. Customers will be able to use existing bikes and new bikes seamlessly. Reasonable terms for contract duration, branding, sponsorship, and service continuity assurances. LimeBike led (by 10 percentage points) on one criteria: The contractor will implement a next-generation bike system and expansion plan that will dramatically increase bicycle mode share in the Twin Cities. In December, the NRM Board adopted the conclusion of the evaluation committee and directed staff to begin negotiating transition documents with Motivate, right of way owners, and grantors. Attempt to Encourage ROW Owners to Form a Cooperative Governance Structure The trend toward privately-funded, dockless bike share is part of a larger trend towards more privately-funded services that operate on real-time data platforms and consume urban right of way (including car share, ride share, and scooter share). NRM staff has asserted that the public sector should encourage these services, but should also bargain for quality, reliability, and equity in exchange for access to right of way. (See Strategies for Encouraging and Regulating Privately- Funded, Large-Scale Mobility-on-Demand Services that Consume Right-of-Way in a Mid-Sized City) In the RFP, NRM posited that bike share transition could be a model for cooperative governance and that right of way owners can bargain most effectively if the largest right of way owners in a market act together. We proposed that our public right of way owners form some type of cooperative governance structure for bike sharing, suggesting that our board could be recomposed for this purpose or that the right of way owners enter into a joint powers agreement. This attempt was ultimately unsuccessful. NRM continues to see value in a collective approach, however, and will look for opportunities in the future. KEY STRATEGIES FOR NEXT FIVE YEARS Contract for transparency and innovation The core idea behind the RFP and the proposed Program Agreement is that, through strategic contracting and oversight, we can set a high bar for quality, reliability, and equity and create a forum for innovation and collaboration between cities and entrepreneurs. This requires, not just PAGE 10 NICERIDEMN.ORG APRIL 13, 2018

10 a good contract with reasonable performance levels, but also continued oversight of that contract to make sure performance levels are met, the public is informed, and opportunities to adapt to new technologies and to integrate modes and user interfaces are seized. The proposed Program Agreement contains important provisions to implement these goals. The first is Article XIII, which requires collaboration with right of way owners through at least annual meetings, technology integration, and data transparency (discussed further below), including clientlevel access to the back-end operating system. The second is Attachment A to the Program Agreement, which is a service level agreement. It contains key terms relating to initial bike quality, staffing levels, quality control, and bike redistribution. The third is Article IX and Attachment C to the Program Agreement, the Equity Plan. This section address key strategies to roll out and maintain and equitable system, including discounts (similar to the successful Divvy for Everyone program in Chicago), multilingual communications, cash payment options, ambassador programming, and redistribution commitments. It also includes minority hiring targets, transit integration requirements, and provisions for measurement and reporting. The Equity Plan includes ideas brought forward by a group of stakeholders convened in November by Our Streets and Cycles for Change. Frank Douma and Austin Hauf of the Humphrey School of Public Policy (supported by McKnight Foundation) and Ethan Fawley of Our Streets have assisted NRM staff to evaluate these terms. Using Virtual Station Technology to Create Orderly, Designated Dockless Bike Parking Areas There are many new technologies and regulatory approaches to solve the problem of disorder. A great strength of the Motivate proposal is that Motivate possesses the capacity to implement multiple technology solutions tailored to the needs of cities and is willing to work with cities to find the best solution. Virtual station refers to the ability to, using GPS, geofence a parking area. One of the challenges with this approach is the limited accuracy of GPS location information, particularly in areas near tall buildings. Motivate is developing new technologies to improve this accuracy. Motivate is developing lock to solutions, in which the bike lock includes a cable that can be used to attach the bike to any legal bike rack. Motivate is also a leader in gamification strategies, such as its Bike Angels program, which offers rewards to users who move bikes. NRM and Motivate will educate users on the proper locations and procedures for ending rentals. Users will be educated using signage, social media, app messaging, and other appropriate solutions, on where and how to park a bike at the end of a ride. NRM s goal has been to solicit the strongest proposal and to facilitate collaboration. It is the role of the right of way owners to decide what kinds of services and uses they will permit on streets PAGE 11 NICERIDEMN.ORG APRIL 13, 2018

11 and sidewalks. The City has proposed a License Agreement that will require all dockless bikes to be parked in site-planned, permitted parking zones that are physically demarcated with paint, signs, delineators, and/or similar tools. Geofencing and customer education will be used to assure that bikes are returned in the parking zones. Under this License, NRM and Motivate will develop a plan to assure a reasonable distribution of parking zones throughout the city and tools to allow landowners, businesses, and community groups to request a parking zone. NRM has retained Community Design Group to engage the public, to recommend example designs, to recommend criteria for location selection, to create a process for residents and business owners to request stations, and to create the initial Virtual Station Plan contemplated by the License Agreement. Antonio Rosell of Community Design Group incorporates bike share location planning in his course curriculum at the Humphrey School of Public Policy and led the public engagement for our 2011 Phase 2 Plan and 2013 System Optimization. The Program Agreement will position NRM to both comply with this License, to test and report on its effectiveness, and to, with Motivate, modify the approach or implement different approaches as permitted by right of way owners. Together with public input, neighborhood organizations, the business community, and other advocates, NRM will share its expertise and experience regarding the best approach to achieve public goals. Assuring Availability of Bikes Throughout Service Area All bike sharing systems require redistribution of bikes. Dockless bike share systems create different redistribution challenges than station-based systems, because there are more bikes and more parking areas, there is less need to avoid "full stations" that prevent a customer from ending a rental, and there is more need to move bikes improperly parked. In the service level agreement, Motivate will commit to maintain bikes in each of the eleven wards of the City, establish a reasonable minimum share of the fleet based upon residential density, employment density, visitor activity level, and equity goals. Motivate will establish metrics and/or dashboards that will enable Nice Ride and the public to track service levels. Through reporting and periodic review of the Minimum Reasonable Share and daily performance, the City and the Bicycle Advisory Committee will have the ability to influence how Motivate deploys staff and vehicles to redistribute bicycles throughout the City. Motivate will benefit from this approach because it can plan staffing and select equipment to target clear goals and retain flexibility to modify targets in response to changing usage patterns and operational needs. Equitable Service NRM and Our Streets convened a committee of local bike equity advocates to discuss expectations for equity efforts and bikeshare. These expectations are incorporated in Article IX of the Program Agreement and Attachment C, the Equity Plan. Access to bikes, which will include equitable redistribution of bikes and ensure that there are adequate bike parking zones in low-income neighborhoods throughout the service area. Access also includes financial access, to which NRM/Motivate will offer discounted memberships to lowincome individuals, non-smart-phone options such as integration with Go-To cards and cash options, geographically-based pricing capacity, and integration of other innovations as they become PAGE 12 NICERIDEMN.ORG APRIL 13, 2018

12 available. Hiring goals of goals for percentage of hours worked by people of color with reporting annually on progress toward those goals and efforts to achieve them. The goal for each group should be at minimum an equivalent percentage of each group to the general population of the service area. Education and outreach in low-income areas and underrepresented communities has proven to be an integral part of encouraging bikeshare use among people from these communities. To that end, NRM/Motivate will use local ambassadors, community events, and group rides as part of their efforts to make bikeshare a resource. These programs will be evaluated annually, and representatives of local communities will be consulted in an ongoing effort to improve ridership among communities of concern. Data Privacy Nice Ride Minnesota will continue its policy of protecting rider privacy and disclosing how we use riders information. One of the strengths of the Motivate proposal was its commitment to data privacy. Neither Nice Ride nor Motivate will rent or sell your personal information to anyone. We maintain a variety of physical, electronic and procedure safeguards designed to protect your personal information and prevent unauthorized access. Your account information is password protected and secured using SSL (Secure Sockets Layer). We may use your address to send information if you have registered, purchased or otherwise have an existing relationship with us. Such addresses are not used for any other purpose and are not shared with outside parties. When we share usage data for research or evaluation purposes, identifying information is removed so personal details are kept private. Usage data is information about rides including start/end date and time, and where the rides began and ended. The below excerpt from Motivate s current Privacy Policy addresses use of customer data: Information We Share We do not disclose personal information we collect about you, except as described in this Privacy Notice. We may share your personal information with service providers who perform services on our behalf. We do not authorize these service providers to use or disclose the information except as necessary to perform services on our behalf or comply with legal requirements. In addition, we may share your information with (i) our subsidiaries and affiliates, (ii) joint marketing partners or other co-branded third parties, (iii) municipalities and other relevant government agencies associated with the Service, and (iv) sponsors (such as employers that provide discounted rates for employees). We also may share information with other public and private organizations for statistical and research purposes. We reserve the right to transfer personal PAGE 13 NICERIDEMN.ORG APRIL 13, 2018

13 information we have about you in the event we sell or transfer all or a portion of our business or assets (including in the event of a reorganization, dissolution or liquidation). In addition, we may disclose information about you (i) if we are required to do so by law or legal process, (ii) to law enforcement authorities or other government officials, (iii) to enforce or exercise our rights under our agreements with users or to investigate or defend against any action or allegation against us, or (iv) when we believe disclosure is necessary or appropriate to prevent physical harm or financial loss, or in connection with an investigation of suspected or actual fraudulent or illegal activity. Robust Data Sharing A core goal or FHWA s Nonmotorized Transportation Pilot was to share data, experiences and learning. NRM has done this in many ways, including through publication of a 5-Year Assessment, detailing challenges and successes, formation of a national industry association for bike sharing and populating its initial knowledge share data base with our contracts, and leading the charge (with Motivate) on what has become an international standard for publication of real-time bike share data feeds. NRM has made its historical trip data available to researchers, who have published numerous studies on topics relating to sustainability, mode shift, economic impact, etc. Data sharing is a critical distinguisher between the start-up tech-funded firms and the firms that have grown-up working with cities and nonprofits. The start-ups are generally hostile to open data. The City of Dallas cannot say how many bikes are operating on its streets, because Ofo considers that information proprietary. City and non-profit owned bike share systems worldwide publish realtime data streams, enabling third parties, like Google Maps, to integrate bike availability into their services. Dockless start-ups have not followed suit. Dockless start-ups attempt to justify their refusal to produce data by claiming privacy concerns. Motivate in contrast, actively seeks to maximize customer involvement in sharing data with cities to make systems work better. It asks its customers to opt into programs that will share actual trip data with city planners. Through the License Agreement and the Program Agreement, NRM and Motivate will commit to provide robust data needed for oversight, research, planning, and transparency. Continue to Prioritize Quality and Reliability over Rapid Growth Over the last decade, in the Twin Cities urban core, we have made tremendous progress towards cultural acceptance of active transportation. As a result, we have something to lose. It is critical that the next phase of bike sharing builds on this success, and does not create a cultural backlash. We want the public to see bike sharing as a core component of a multi-modal urban transportation system, not as low-cost toys and certainly not as "bike litter." A recent article in The Atlantic highlights the ongoing problems with abandoned/impounded dockless bikeshare bikes, and the PAGE 14 NICERIDEMN.ORG APRIL 13, 2018

14 right-of-way issues caused by improperly parked dockless bikes. Driven by concerns for safety and theft- prevention and (and tested extensively, as required primarily by Transport for London), the initial bike share bikes have earned a strong reputation for reliability. NRM invested heavily in quality control methods and incentive compensation to drive reliable maintenance and redistribution, including creating metrics focused on customer experience. Motivate has designed its bikes to meet a 10,000-trip useful life standard in the New York City market, and is continually making improvements, such as the "infinity shifter" now in use in over half its NYC fleet. The selection of Motivate and performance terms of the Program Agreement will enable NRM to continue to prioritize quality and reliability. Continue to Collaborate With Public Sector Partners Seeking Active Transportation Solutions We work in silos. A substantial barrier to public-private partnership is the absence of forums for entrepreneurs and public officials to collaborate. The non-profit business model has been effective at bridging silos. Our partnership with the National Parks Service, Mississippi National River and Recreation Area, is one of many examples. NRM should continue to perform that role. Partnership with Motivate will create access to expertise and new tools to make the partnerships more powerful. ASSURANCES The following statement of assurances requested by the City is contingent on execution of the approvals, amendments, licenses, and contracts described above. Transition NRM will remain an independent non-profit corporation in good standing during the term of the Grant Funded Agreement and will implement this Updated Business Plan to further its mission and pursue the public goals described above. NRM assures that: it will own the publicly-funded bikes and stations until they are taken out of service; all of the publicly-funded bikes and stations will be operated in 2018; the existing system will not be taken out of service until it has been shown that the dockless model is sustainable or that the existing equipment has reached the end of its useful life; after 2018, as bikes are taken out of service, they will be replaced with additional dockless bikes on a 1:1 basis; any net residual value over the cost of such replacement bikes, from salvage or other disposition of publicly-funded bikes and stations taken out of service over during the term of the Grant Funded Agreement will be reinvested in bicycle sharing operations and expansion or bicycle advocacy in the Twin Cities. Equity PAGE 15 NICERIDEMN.ORG APRIL 13, 2018

15 NRM assures that: the dockless bike share pilot will offer discounted memberships similar to the Chicago Divvy for Everyone program; the dockless bike share pilot will include multi-lingual outreach marketing; to the extent commercially feasible, the dockless bike share pilot will include cash payment options; the dockless bike share pilot will include programming, in partnership with community organizations, to introduce new audiences to bike share, such as group rides and riding classes; equitable distribution of dockless bikes throughout the City will be a core goal of dockless bike share launch and redistribution plans; it will report annually on the results of equity initiatives and will engage local experts to assist in evaluation and improvement of programs; best efforts will be made to recruit and maintain a diverse workforce representative of City residents. Service/Station/Fleet NRM assures that: the dockless bike share pilot will be implemented with bikes of a quality and durability level similar to the publicly-funded bikes and meeting or exceeding industry standards; the dockless bike share pilot will be implemented with maintenance and quality control systems similar to or better than NRM s current systems; the design and location of all dockless bicycle parking on City right-of-way will be submitted to the City for approval before implementation; the distribution of dockless bikes will be designed to achieve a reasonable minimum share of the fleet distributed throughout the City taking into account residential density, employment density, visitor activity level, and equity; as the dock-based system has been in the past, the dockless bike share pilot will be implemented collaboratively and proactively with City right of way managers to address any complaints and to minimize conflicts with other uses of the right of way. Data NRM assures that: it will have client-level access to the dockless system backend software and will share that access with the City in order to enhance transparency, integration, and collaboration on the cycle of development; it will continue to operate in an open-source manner, sharing system data with the City, researchers, and the public through at least quarterly reports, it will continue to share a real-time data feed in the General Bikeshare Feed Specification (GBFS) format. best efforts will be made to integrate the dockless bike pilot with the Go-To transit access program by PAGE 16 NICERIDEMN.ORG APRIL 13, 2018