Memorandum To: Honorable Mayor and Members of the City Council CC: Members of Administration and Public Works Committee From: Jessica Hyink, Transportation & Mobility Coordinator CC: Johanna Leonard, Community Development Director Subject: Resolution 121-R-19, Authorizing the City Manager to Execute an Agreement with Motivate International, Inc. for the Divvy Bicycle Program Date: November 11, 2019 Recommended Action: Staff recommends the City Council adoption of Resolution 121-R-19, Authorizing the City Manager to execute an agreement with Motivate International, Inc., for a period of 5 years to expand the Evanston Divvy Bikeshare Program ("Divvy Program") and to remove the financial cost to the City. Funding Source: Staff anticipates the budgeted amount for Divvy expenses will be cost neutral for the length of the contract. Council Action: For Action Summary: On September 17, 2018, City Council approved the authorization of the City Manager to negotiate a three (3) year contract extension with the operator of the Divvy Program. Since that time, Divvy was acquired by Lyft and staff has completed further negotiations and established an Amended and Restated Agreement ("Agreement"). Negotiated items of the Agreement include: 1. Reduction of 2019 costs to meet the City's goal of a cost neutral Divvy Program in 2019; 2. Elimination of Divvy Program expenses in the new Agreement; 3. Revenue share in an amount equal to 5% of the excess of user revenues over $250,000 each calendar year; 4. Ninety (90) electric assist bicycles with "lock-to" functionality (capable of being locked to a Divvy station or bicycle parking infrastructure); 5. Bicycle upgrades to existing Divvy Program bicycles as needed; 6. Software upgrades to modernize the Divvy user experience; and 7. Integration of the Program with the Ventra card to allow users to initiate a rental with a transit card. The negotiated items will result in a significant investment by Motivate into the Evanston Program, therefore Motivate is asking for a five (5) year Agreement, with a five year extension option, to ensure these costs can be recovered. Moreover, a five year Agreement will provide additional time for Motivate to expand Evanston-based ridership and for the City to expand the Divvy for Every Evanstonian subsidy program. The benefits of the Program include first and last mile connections to transit, reduction of greenhouse gas emissions, and a more equitable access to a community asset, as the lock- to electric assist bicycles will be able to reach all of Evanston. Background: The Divvy Program launched in late June of 2016. The Program was made possible through a grant from the Illinois Department of Transportation provided in 2015. The City matched this grant with $80,000 in 2015 as part of a larger growth of the Divvy bike network in Chicago Oak Park. Sponsorships and station advertisementand from Northwestern University, NorthShore University HealthSystem, Valli Produce, and Presence Saint Francis have helped in the initial set-up of the stations. Evanston currently has 14 Divvy stations distributed throughout Evanston. The locations are designed to serve as part of the larger network of Divvy and are located near large employers and points of interest (Evanston Township High School and Northwestern University) and CTA and Metra stations. Equity: On August 23, 2018, the City launched the Divvy for Every Evanstonian program to provide $5.00 Divvy memberships to income qualifying residents. Evanston residents ages 16 and older with an annual household income at or below 185 percent of the Federal Poverty Guidelines or who receive SNAP, WIC, LIHEAP or public housing benefits now qualify for the discounted annual memberships. All annual memberships include unlimited rides of 45 minutes or less anywhere within Divvy's network. The Divvy network includes stations at grocery stores and other shopping destinations, train stations, business districts, Evanston Township High School, and Northwestern University. Having lock-to electric assisted bicycles within the Program would expand the reach of the Divvy for Every Evanstonian program. Legislative History: Accepting Participation inResolution the 87 Divvy-R-14 Bike Share Expansion and Authorizing the City Manager to Negotiate an Intergovernmental Agreement with City of Chicago to Implement the Program Staff recommends City Council adoption of a cost match in the amount of $80,000 to match funding provided by the State of Illinois Department of Transportation is budgeted for FY 2015 in the Parking Fund Account BU: 505.19.7005.62603. Page 2 of 27 ResolutionManagerAuthorizingto the5 -ExecuteR-16and – aNegotiateCity n Intergovernmental Agreement with the City of Chicago for the operation of Divvy Bike Stations in Evanston. Resolution 14-R-16 – Authorizing the City Manager to Execute an Operator Agreement with Motivate International, Inc. for the operation of the Divvy Bike Share System in the City of Evanston. On September 17, 2018, the City Council approved as Business of the City by Motion to authorize the City Manager to enter into a three (3) year contract extension with the program operator of Divvy Bikes and to purchase three (3) Divvy stations. Attachments: Resolution 121-R-19 MTV Evanston Amended and Restated Program Agreement Page 3 of 27 10/30/2019 121-R-19 A RESOLUTION Authorizing the City Manager to Execute an Amended and Restated Program Agreement with Motivate International, Inc. NOW BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EVANSTON, COOK COUNTY, ILLINOIS: SECTION 1: The City Manager is hereby authorized and directed to sign the Amended and Restated Program Agreement (the “Agreement”) by and between the City and Motivate International, Inc. (“Motivate”) for a term that expires on January 24, 2023, and also includes a five (5) year option for Motivate to extend the contract. The Agreement is attached hereto as Exhibit 1 and incorporated herein by reference. SECTION 2: The City Manager is hereby authorized and directed to negotiate any additional conditions or terms of the Agreement with Motivate as may be determined to be in the best interest of the City. SECTION 3: This resolution shall be in full force and effect from and after its passage and approval, in the manner provided by law. _______________________________ Stephen H. Hagerty, Mayor Attest: Approved as to form: ______________________________ _______________________________ Devon Reid, City Clerk Michelle L. Masoncup, Corporation Counsel Adopted: __________________, 2019 Page 4 of 27 121-R-19 EXHIBIT 1 Proposed AGREEMENT with - 2 - Page 5 of 27 AMENDED AND RESTATED AGREEMENT FOR EVANSTON BIKE SHARE PROGRAM This AMENDED AND RESTATED AGREEMENT (this “Agreement”) is entered into by and between Motivate International Inc., a Delaware corporation, having an office at 185 Berry Street, Suite 5000, San Francisco, CA 94107 (“Motivate”) and the City of Evanston, a municipal corporation and home rule unit of local government existing under the Constitution of the State of Illinois, acting through its City Manager’s Office at Evanston, Illinois (“City”). Motivate and City are referred to herein individually as a “Party” and collectively as the “Parties.” RECITALS WHEREAS, the City and Motivate entered into that Operator Agreement dated as of March 2016 (“Original Program Agreement”) whereby Motivate undertook to operate a bicycle share program in the municipal boundaries of Evanston (the “Program”); and WHEREAS, Motivate has successfully operated the Program since its launch; and WHEREAS, the Parties desire to extend the term of the Original Program Agreement and amend it in certain respects and by this Agreement the Parties amend, restate, supersede and replace the Original Program Agreement in its entirety; WHEREAS, the City desires a bike share system that is interoperable, at all times, with the Chicago Program (as defined below); WHEREAS, the City has passed all resolutions necessary to authorize it to enter into this agreement; NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the Parties do hereby agree as follows: 1. DEFINITIONS Defined Terms. As used herein, the terms below have the following meanings. Any of such terms, unless the context otherwise requires, may be used in the singular or plural, depending upon the reference. “Bikeshare System” means a program offering a fleet of ten (10) or more bicycles (including non-electric bicycles, electric bicycles, or both) to users on a self-service basis which involves use of property under jurisdiction or ownership of the City. “Chicago Program” means the portion of the Divvy bicycle share program operated in the City of Chicago that is interoperable with the Program. Page 6 of 27 “City” has the meaning set forth in the Recitals. “Confidential Information” has the meaning set forth in Section 13.1. “Disclosing Party” has the meaning set forth in Section 13.1. “Effective Date” has the meaning set forth in Section 2.2. “Event of Force Majeure” means a delay, suspension or interruption due to strike or other labor unrest; war or act of war (whether an actual declaration of war is made or not); terrorism; insurrection; riot; injunction; acts of legislative, executive, or administrative authorities; fire, flood, earthquake, severe inclement weather or similar act of providence; power failures, electrical power surges or current fluctuations; or other similar causes or events to the extent that such causes or events are beyond the control of Motivate. “Existing Equipment” means the deployed capital equipment of the Program as of the Effective Date, including bicycles and Stations. “Indemnified Party” or “Indemnified Parties” has the meaning set forth in Section 12.1. “Indemnifying Party” has the meaning set forth in Section 12.1. “Indemnity Claim” has the meaning set forth in Section 12.1 “License” has the meaning set forth in Section 3.1. “PBSC Equipment” has the meaning set forth in Section 4.1. “Program” has the meaning set forth in the Recitals.