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556475 ZAGSTER INC - CONTRACT - RFP - 8156 PUBLIC BIKE SHARE PROGRAM (2)
Services Agreement 8156 Public Bike Share Program Page 1 of 18 SERVICES AGREEMENT THIS AGREEMENT made and entered into the day and year set forth below by and between THE CITY OF FORT COLLINS, COLORADO, a Municipal Corporation, hereinafter referred to as the "City" and ZAGSTER, INC., hereinafter referred to as "Service Provider". WITNESSETH: In consideration of the mutual covenants and obligations herein expressed, it is agreed by and between the parties hereto as follows: 1. Scope of Services. The Service Provider agrees to provide services in accordance with the scope of services attached hereto as Exhibit "A” and incorporated herein by this reference. Irrespective of references in Exhibit A to certain named third parties, Service Provider shall be solely responsible for performance of all duties hereunder. 2. Contract Period. This Agreement shall commence December 28, 2015, (the “Effective Date”) and shall continue in full force and effect until the first anniversary of the Initial Launch Date (as such term is defined in Exhibit A), unless sooner terminated as herein provided. Such period from the Initial Launch Date to the first anniversary shall be the Initial Term. In addition, at the option of the City, after the Initial Term the Agreement may be extended for additional one year periods not to exceed four (4) additional one year periods. Written notice of renewal shall be provided to the Service Provider and mailed no later than thirty (30) days prior to contract end. 3. Delay. If either party is prevented in whole or in part from performing its obligations by unforeseeable causes beyond its reasonable control and without its fault or negligence, then the party so prevented shall be excused from whatever performance is prevented by such cause. To the extent that the performance is actually prevented, the Service Provider must provide written notice to the City of such condition within fifteen (15) days from the onset of such condition. 4. Early Termination by City/Notice after the Initial Term. Notwithstanding the time periods contained herein, at any time after the Initial Term of this Agreement, the City may terminate this Agreement at any time without cause by providing written notice of termination to the Service Provider. Such notice shall be delivered at least thirty (30) days prior to the termination date contained in said notice unless otherwise agreed in writing by the parties. All notices provided under this Agreement shall be effective when mailed, postage prepaid and sent to the following addresses: Service Provider: City: Copy to: Zagster, Inc. Attn: Ted Bronstein 24 Thorndike St., Suite 2 Cambridge, MA 02141 City of Fort Collins Attn: Amy Lewin PO Box 580 Fort Collins, CO 80522 City of Fort Collins Attn: Purchasing Dept. PO Box 580 Fort Collins, CO 80522 DocuSign Envelope ID: B6B52F64-8E4B-467B-91F0-33A97A7CF0AB Services Agreement 8156 Public Bike Share Program Page 2 of 18 In the event of early termination by the City, the Service Provider shall promptly refund the prepaid Recurring Fee on a prorated basis of $150/bike/month for the balance of the then current cancelled term period. Such payment shall be the Service Provider's sole right and remedy for such termination. 5. Contract Sum. The City shall pay the Service Provider for the performance of this Contract, subject to additions and deletions provided herein, an annual lease/sponsorship fee (“Recurring Fee”) not to exceed $1,800/bike/year. For the Initial Term the total Recurring Fee shall be Fifty-Nine Thousand Four Hundred Dollars ($59,400.00) as per the attached Exhibit "A" and incorporated herein by this reference. The Recurring Fee shall be invoiced by Service Provider concurrent with each annual term and payment is due Net 30 days from the date of invoice. 6. City Representative. The City will designate, prior to commencement of the services, its representative who shall make, within the scope of his or her authority, all necessary and proper decisions with reference to the services provided under this agreement. All requests concerning this agreement shall be directed to the City Representative. 7. Independent Service provider. The services to be performed by Service Provider are those of an independent service provider and not of an employee of the City of Fort Collins. The City shall not be responsible for withholding any portion of Service Provider's compensation hereunder for the payment of FICA, Workmen's Compensation or other taxes or benefits or for any other purpose. 8. Subcontractors. Service Provider shall notify the City in writing of any of the services set forth in the Exhibit A, Statement of Work subcontracted hereunder. If any of the services are subcontracted hereunder, then the following provisions shall apply: (a) the subcontractor must be a reputable, qualified firm or individual with an established record of successful performance in its respective trade performing identical or substantially similar work, (b) the subcontractor will be required to comply with all applicable terms of this Agreement, (c) the subcontract will not create any contractual relationship between any such subcontractor and the City, nor will it obligate the City to pay or see to the payment of any subcontractor, and (d) the work of the subcontractor will be subject to inspection by the City to the same extent as the work of the Service Provider. 9. Personal Services. It is understood that the City enters into the Agreement based on the special abilities of the Service Provider and that this Agreement shall be considered as an agreement for personal services. Accordingly, the Service Provider shall neither assign any responsibilities nor delegate any duties arising under the Agreement without the prior written consent of the City. Notwithstanding the foregoing, the Service Provider may assign this Agreement without consent to its successor in a merger, acquisition or other change of control, including without limitation the sale of all or substantially all of its assets, stock or business to which this Agreement relates. In the event Service Provider assigns the Agreement, Service Provider shall notify the City in writing within ten (10) days. DocuSign Envelope ID: B6B52F64-8E4B-467B-91F0-33A97A7CF0AB Services Agreement 8156 Public Bike Share Program Page 3 of 18 10. Acceptance Not Waiver. The City's approval or acceptance of, or payment for any of the services shall not be construed to operate as a waiver of any rights or benefits provided to the City under this Agreement or cause of action arising out of performance of this Agreement. 11. Warranty. a. Service Provider warrants that all services performed hereunder shall be performed with the highest degree of competence and care in accordance with accepted standards for services of a similar nature. b. During the Term of the Agreement Service Provider warrants all services, provided under this Agreement, except City-furnished materials, equipment and labor, against nonconformity with Exhibit A, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier. Upon receipt of written notice from City of any such nonconformances, as City’s sole remedy, the affected service shall be reperformed by Service Provider in accordance with Exhibit A and at a time acceptable to City. 12. Default. Each and every term and condition of this agreement shall be deemed to be a material element of this Agreement. In the event either party should fail or refuse to perform according to the terms of this agreement, such party may be declared in default thereof. 13. Remedies. In the event a party has been declared in default, such defaulting party shall be allowed a period of ten (10) business days within which to cure said default. In the event the default remains uncorrected, the party declaring default may elect to (a) terminate the Agreement and seek damages; (b) treat the Agreement as continuing and require specific performance; or (c) avail himself of any other remedy at law or equity. If the non-defaulting party commences legal or equitable actions against the defaulting party, the defaulting party shall be liable to the non-defaulting party for the non-defaulting party's reasonable attorney fees and costs incurred because of the default. 14. Binding Effect. This writing, together with the exhibits hereto, constitutes the entire agreement between the parties and shall be binding upon said parties, their officers, employees, agents and assigns and shall inure to the benefit of the respective survivors, heirs, personal representatives, successors and assigns of said parties. 15. Indemnity/Insurance. a. Notwithstanding any limitations on liability stated in this Agreement, Service Provider agrees to defend, indemnify and hold harmless the City from any and all third party claims asserted against the City by a third party (“Third Party Claims”) including without limitation alleging (i) the negligence, gross negligence or willful misconduct of Service Provider or its employees, or its subcontractors in the performance of the services hereunder, (ii) violation of any federal or state laws applicable to the bike DocuSign Envelope ID: B6B52F64-8E4B-467B-91F0-33A97A7CF0AB Services Agreement 8156 Public Bike Share Program Page 4 of 18 share services by Service Provider or its employees, or its subcontractors, or (iii) the infringement of third party intellectual property rights by the Zagster software licensed to the City. b. Service Provider shall pay all damages awarded by a court of competent jurisdiction or agreed to in settlement with respect to such Third Party Claims; provided, that (i) City shall provide Service Provider with written notice promptly upon learning of any Third Party Claims or complaints that may reasonably result in the indemnification of City, provided, however, that failure by City to provide notice to Service Provider shall not relieve Service Provider of its obligations under this Section unless such failure prejudices Service Provider’s defense or settlement of the Third Party Claim; (ii) City will permit Service Provider to control the defense and settlement of the Third Party Claim, provided Service Provider may not settle the Third Party Claim in a manner adverse to City or which would impose liability on City without City’s prior written consent (which will not be unreasonably withheld or delayed); and (iii) City will provide Service Provider with assistance in the defense and settlement of the Third Party Claim at Service Provider’s expense. City may (at its own cost) engage its own counsel to participate in the defense and settlement of the Third Party Claim. c. The Service Provider, regardless whether the same were furnished or performed by Service Provider or by any of its subcontractors of any tier shall take all industry standard precautions in performing the services hereunder designed to prevent injury to persons and property. d. Without limiting any of the Service Provider's obligations hereunder, the Service Provider shall provide and maintain insurance coverage naming the City as an additional insured under this Agreement of the type and with the limits specified within Exhibit B, consisting of one (1) page, attached hereto and incorporated herein by this reference. The Service Provider before commencing services hereunder, shall deliver to the City's Director of Purchasing, P. O. Box 580, Fort Collins, Colorado 80522, one copy of a certificate evidencing the insurance coverage required from an insurance company acceptable to the City. 16. LIMITATION OF LIABILITY; DISCLAIMER. EXCEPT AS PROVIDED IN PARAGRAPH 15, TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA, COSTS TO PROCURE SUBSTITUTE GOODS OR SERVICES, OR INTERRUPTION OF BUSINESS, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT WITH RESPECT TO CITY’S PAYMENT OBLIGATIONS AND EACH PARTY’S CONFIDENTIALITY OBLIGATIONS, NEITHER PARTY’S LIABILITY HEREUNDER WILL EXCEED THE FEES PAID AND PAYABLE FOR THE SERVICE THAT IS THE SUBJECT OF THE CLAIM. CITY ACKNOWLEDGES THAT THE PROVISIONS OF THIS SECTION REPRESENT A REASONABLE ALLOCATION OF DocuSign Envelope ID: B6B52F64-8E4B-467B-91F0-33A97A7CF0AB Services Agreement 8156 Public Bike Share Program Page 5 of 18 RISK THAT IS REFLECTED IN THE FEES PAID BY CITY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, SERVICE PROVIDER MAKES NO WARRANTIES WITH RESPECT TO THE SERVICES OR THE SUBJECT MATTER OF THIS AGREEMENT AND HEREBY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON INFRIGEMENT EXCEPT INFRINGEMENT OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS BY THE ZAGSTER SOFTWARE LICENSED TO THE CITY. NO TERM OR CONDITION OF THIS CONTRACT SHALL BE CONSTRUED OR INTERPRETED AS A WAIVER, EXPRESS OR IMPLIED, OF ANY OF THE IMMUNITIES, RIGHTS, BENEFITS, PROTECTIONS, OR OTHER PROVISIONS, OF THE COLORADO GOVERNMENTAL IMMUNITY ACT, CRS §24-10-101 ET SEQ., OR THE FEDERAL TORT CLAIMS ACT, 28 U.S.C. §§1346(B) AND 2671 ET SEQ., AS APPLICABLE NOW OR HEREAFTER AMENDED. 17. Entire Agreement. This Agreement, along with all Exhibits and other documents incorporated herein, shall constitute the entire Agreement of the parties and supersedes all prior and contemporaneous understandings, arrangements, and agreements. Covenants or representations not contained in this Agreement shall not be binding on the parties. 18. Law/Severability. The laws of the State of Colorado shall govern the construction interpretation, execution and enforcement of this Agreement. In the event any provision of this Agreement shall be held invalid or unenforceable by any court of competent jurisdiction, such holding shall not invalidate or render unenforceable any other provision of this Agreement. 19. Prohibition Against Employing Illegal Aliens. Pursuant to Section 8-17.5-101, C.R.S., et. seq., Service Provider represents and agrees that: a. As of the date of this Agreement: 1. Service Provider does not knowingly employ or contract with an illegal alien who will perform work under this Agreement; and 2. Service Provider will participate in either the e-Verify program created in Public Law 208, 104th Congress, as amended, and expanded in Public Law 156, 108th Congress, as amended, administered by the United States Department of Homeland Security (the “e-Verify Program”) or the Department Program (the “Department Program”), an employment verification program established pursuant to Section 8-17.5-102(5)(c) C.R.S. in order to confirm the employment eligibility of all newly hired employees to perform work under this Agreement. b. Service Provider shall not knowingly employ or contract with an illegal alien to perform DocuSign Envelope ID: B6B52F64-8E4B-467B-91F0-33A97A7CF0AB Services Agreement 8156 Public Bike Share Program Page 6 of 18 work under this Agreement or knowingly enter into a contract with a subcontractor that knowingly employs or contracts with an illegal alien to perform work under this Agreement. c. Service Provider is prohibited from using the e-Verify Program or Department Program procedures to undertake pre-employment screening of job applicants while this Agreement is being performed. d. If Service Provider obtains actual knowledge that a subcontractor performing work under this Agreement knowingly employs or contracts with an illegal alien, Service Provider shall: 1. Notify such subcontractor and the City within three days that Service Provider has actual knowledge that the subcontractor is employing or contracting with an illegal alien; and 2. Terminate the subcontract with the subcontractor if within three days of receiving the notice required pursuant to this section the subcontractor does not cease employing or contracting with the illegal alien; except that Service Provider shall not terminate the contract with the subcontractor if during such three days the subcontractor provides information to establish that the subcontractor has not knowingly employed or contracted with an illegal alien. e. Service Provider shall comply with any reasonable request by the Colorado Department of Labor and Employment (the “Department”) made in the course of an investigation that the Department undertakes or is undertaking pursuant to the authority established in Subsection 8-17.5-102 (5), C.R.S. f. If Service Provider violates any provision of this Agreement pertaining to the duties imposed by Subsection 8-17.5-102, C.R.S. the City may terminate this Agreement. If this Agreement is so terminated, Service Provider shall be liable for actual and consequential damages to the City arising out of Service Provider’s violation of Subsection 8-17.5-102, C.R.S. g. The City will notify the Office of the Secretary of State if Service Provider violates this provision of this Agreement and the City terminates the Agreement for such breach. 20. Special Provisions. Special provisions or conditions relating to the services to be performed pursuant to this Agreement are set forth in Exhibit "C" - Confidentiality, attached hereto and incorporated herein by this reference. DocuSign Envelope ID: B6B52F64-8E4B-467B-91F0-33A97A7CF0AB Services Agreement 8156 Public Bike Share Program Page 7 of 18 THE CITY OF FORT COLLINS, COLORADO By: Gerry Paul Purchasing Director DATE: ATTEST: City Clerk APPROVED AS TO FORM: Sr. Assistant City Attorney ZAGSTER, INC. By: Printed: Title: CORPORATE PRESIDENT OR VICE PRESIDENT Date: DocuSign Envelope ID: B6B52F64-8E4B-467B-91F0-33A97A7CF0AB 12/28/2015 Timothy J. Ericson CEO and President 12/30/2015 Services Agreement 8156 Public Bike Share Program Page 8 of 18 EXHIBIT A SCOPE OF SERVICES The City envisions an Initial Program to be launched in the Spring of 2016; starting with six Stations and 33 Bikes to be sponsored by the City. The intent is for this Initial Program to be the initial commitment funded by the City in order to establish a baseline from which the Service Provider can go forward and solicit sponsorships from other private and public entities located in Fort Collins to fund a more comprehensive citywide Bike Share program. Specific requirements of the City include: Contract to operate the bike share system for a minimum of one year (with the option for renewal), with a launch date of April 1, 2016. Stations may be located in public right-of-way and on public or private property, if desired by sponsors. The bike share system will be well-maintained, reliable and offer a high level of service to the public. Build on the City’s Bike Share Business Plan (May 2014), particularly related to system planning/phasing and station location recommendations. Funded by the owner/operator through sponsorships, user fees etc. Incorporate the current Fort Collins Bike Library (FCBL)1 or elements of it. Data pertaining to ridership and other performance metrics made available to the City. Goals of the City include: To complement and serve as an extension of transit (in particular, to provide east-west transit connections to and from the City’s MAX system). To grow bicycling as a key component of the transportation system, providing people with more transportation options. To provide accessibility (to destinations) to all socioeconomic groups. To attract new users to bicycling by making biking fun and reducing barriers to participation (e.g., providing easy-to-use step through bikes, users do not have to maintain the bikes, etc.). To make bikes available 24/7 and use an affordable operational cost model. To complement and build on the success of the Fort Collins Bike Library, serving different users/trips and providing increased geographic coverage, and ensuring that bike share remains a source of community pride. 1 The FCBL is currently managed by the City of Fort Collins, in contract with Bike Fort Collins. The current contract extends through February 2016. A separate contract will be developed to cover the Bike Library/local staffing presence that is part of the bike share program. DocuSign Envelope ID: B6B52F64-8E4B-467B-91F0-33A97A7CF0AB Services Agreement 8156 Public Bike Share Program Page 9 of 18 To support economic development (e.g., Old Town and Midtown redevelopment, Harmony corridor). To attract tourists to Fort Collins, including through incentives such as bike share reciprocity programs. To support non-residents in their commute to the city, making transit, carpooling and vanpooling more viable. To increase integration between CSU and neighboring areas, making it easier for the community to visit campus and vice versa. Cost Model for Pilot Program: Initial program deployment will be 6 docking stations with a total of 33 bikes deployed. The City will sponsor these six stations at a cost of $1,800/bike/year; so the initial Recurring Fee for the City for the Initial Term will be $59,400.00. In the event the Agreement is terminated early by the City in accordance with paragraph 4 of the Agreement, the prepaid Recurring Fee will be refunded to the City on a prorated basis per the Agreement. Through their sponsorship, the City leases the equipment (as opposed to owning it). Initial Locations: *Initial locations being considered for the six City-sponsored stations are: Downtown Transit Center Discovery Museum Main Library (Peterson Street) Mountain MAX Station Laurel MAX Station Lincoln Center *These locations are tentative, for purpose of initiating our discussion of the preliminary Scope of Services; and subject to change with mutual agreement of the parties. If additional Sponsors come forward during the Pilot Program, Service Provider will support deployment of additional stations and bikes accordingly, at no additional cost to the City. Highlights of the Program As described in more detail in Schedule A: Self Service stations of bikes, racks, and signage Some locations staffed by Bike Fort Collins2 (limited hours) if mutually agreed by the parties in a separate written agreement - Helmets - Specialty bikes 2Details in a separate contract. DocuSign Envelope ID: B6B52F64-8E4B-467B-91F0-33A97A7CF0AB Services Agreement 8156 Public Bike Share Program Page 10 of 18 - Local information Standard Service Provider bikes - Built-in check-out/locking technology - Baskets - Lights Regular maintenance and rebalancing of bikes by Zagster-certified mechanics Web page and app Fee schedule - Determined jointly between Zagster and City of Fort Collins - Published on web page with multiple membership options (daily, monthly, annual) Customer service Ongoing system marketing and promotion Sponsor benefits (e.g., branding on bikes, acknowledgement on web page, corporate memberships, share of revenue, etc.) Equity program to provide access to low-income individuals Ongoing bike and technology upgrades if and when generally available Data collection and reporting though standard Service Provider interface DocuSign Envelope ID: B6B52F64-8E4B-467B-91F0-33A97A7CF0AB Services Agreement 8156 Public Bike Share Program Page 11 of 18 SCHEDULE A DETAILED SERVICES AND FEES 1. Description of Service. During the term of this Agreement, Service Provider will provide to City the following: a. The Bicycles as set forth in the initial Pilot Program bicycle fleet as described in Section 4 below and the right for Users to access and use the Bicycles as described in Section 8 below. b. A Site Survey to determine the Locations and Launch Date(s), as agreed to between Service Provider and the City’s Project Manager. c. A license to use Service Provider’s proprietary bicycle rental management software and accompanying user information (the “Documentation”) pursuant to Section 6 below. d. Routine maintenance on the Service Provider’s bicycles to address usual and customary wear and tear maintenance on the bicycles as described in more detail in Section 7 below. e. Automated locks and bicycle racks to be used with the Service Provider’s bicycles, subject to payment of the Recurring fee described in Section 4 below. f. Service Provider’s marketing materials (the “Zagster Marketing Materials”). g. Service Provider’s customer services for Users as they are generally commercially available from time to time. 2. Exclusivity. During the term of this Agreement, the City agrees that Service Provider and Bike Fort Collins shall be the only bicycle sharing and/or bicycle rental services promoted and used by the City of Fort Collins. Unless otherwise mutually agreed by the parties in writing, Service Provider will not increase the Recurring Fees payable hereunder for any renewal term. 3. Launch Date; Site Survey. The City acknowledges and agrees that Service Provider may perform a survey of the site(s) where the City desires that the Service Provider’s bicycles be installed. Service Provider will perform this survey promptly after the Effective Date and the parties will mutually agree on the locations of installation and the date the Service Provider’s service will be launched at that location. For purposes hereof, the "Initial Launch Date" means the date on which the Service Provider’s service is fully implemented for the City at the six launch locations unless the Service Provider needs to do a partial launch based on the City’s direction. The launch of the Service Provider’s service on the Initial Launch Date is subject to both Service Provider and the City fulfilling all of their obligations under this Agreement which are required to be fulfilled to enable Service Provider to launch the service, including without limitation payment of the Recurring Fee set forth in Section 4 below. Additional Locations or Bikes may be added from time to time by mutual written agreement of the parties. 4. Recurring Fees and Number of Bicycles. During the Term, Service Provider will provide the number of bicycles at the Locations mutually agreed to be the parties and the City will submit a Purchase Order to Service Provider for such bicycles. The number of Bicycles may be increased, with a corresponding increase in the Recurring Fee at a rate of $1,800/bike/year to be paid by the City, by mutual written agreement of the parties. If bikes are added at any time other than the anniversary date of the agreement, the rate shall be prorated at $150/bike/month in advance for the balance of the then current Term. The City DocuSign Envelope ID: B6B52F64-8E4B-467B-91F0-33A97A7CF0AB Services Agreement 8156 Public Bike Share Program Page 12 of 18 shall pay Service Provider’s invoices within thirty days of receipt unless otherwise mutually agreed. If City fails to make payment within 10 business days of Service Provider’s notice of default, then Service Provider will have the right to remove its equipment, bicycles and materials from the Locations during normal business hours. Recurring Fee Payment Terms: The City’s standard payment terms are Net 30 Days from receipt of invoice. 5. Marketing. Service Provider will provide to the City (a) an Account Manager and (b) Marketing Materials to promote Service Provider’s bike sharing program. In addition, Service Provider will provide the City with their standard signage (the "Zagster Signage") at or adjacent to all locations at the locations set forth in the table above (the "Locations"). Prior to the Initial Launch Date, Service Provider will also provide the City’s marketing contact with training on the Service Provider’s Service and the use of their Zagster Software. This training may be provided on site or online at the City’s discretion. 6. License Grant. Subject to the terms and conditions of this Agreement and payment of the Recurring Fee described herein, Service Provider hereby grants the City a non-exclusive, non-transferable license in the United States for the term of this Agreement to access and use, and permit its third party contractors (such as Bike Fort Collins) to access and use, the Zagster Software as hosted by Service Provider and the related Documentation solely for the City’s management of the Service Provider’s bicycles at the Locations. The City may not redistribute or permit third parties to access or use the Zagster Software (unless it is Bike Fort Collins). The City agrees to maintain the security and confidentiality of the user names and passwords provided by Service Provider to the City in connection with the City’s use of the Zagster Software. Except for the rights granted to the City in this Section, all right, title and interest in and to the Zagster Software and the Documentation, including without limitation all intellectual property embodied therein, shall remain exclusively with Service Provider. The license granted hereunder includes no rights in or to the source code versions of the Zagster Software or to the object code version of the Zagster Software, other than to the object code version as hosted by Zagster. Neither the City nor its employees shall attempt to reproduce, copy, disassemble, alter, decompile or otherwise reverse engineer or modify or create derivative works of the Zagster Software in any way. Neither the City nor its employees shall make access to the Zagster Software available to others in connection with a service bureau, application service provider, or similar business, nor permit anyone else to do so. 7. Maintenance Services. Service Provider will provide the following maintenance services (the costs of which will be included in the Recurring Fee as outlined in Section 4 above) with respect to the Service Provider’s bicycles (the "Maintenance Services"): a. Service Provider’s maintenance personnel will visit each of the Locations on a regular basis (i.e., at a minimum 26 times annually) to inspect the Service Provider’s bicycles and perform the following maintenance services on the bicycles: (i) replace worn tires, (ii) replace worn drive train components, (iii) clean and lube drive train components, and (iv) general cleaning. b. Service Provider will, at their sole option, either replace or fully refurbish the Service Provider’s bicycles and related technology as reasonably necessary, but no less frequently than every three years from the date of the original deployment of each Service Provider Bicycle. DocuSign Envelope ID: B6B52F64-8E4B-467B-91F0-33A97A7CF0AB Services Agreement 8156 Public Bike Share Program Page 13 of 18 c. Replace, refurbish or repair Service Provider’s bicycles as necessary due to abuse, theft, vandalism, graffiti, accident and/or similar issues. 8. Membership a. Generally. Each person that has been authenticated by Service Provider and is a member in good standing shall be eligible to use the Service Provider’s bicycles (a "User") at the usage fees established by the City in collaboration with the Service Provider and set forth at www.zagster.com and subject to Service Provider’s then current policies and procedures, including without limitation the terms and conditions of Service Provider’s member agreement. To become a member, a person shall complete Service Provider’s membership application and, if approved for membership, shall enter into Service Provider’s member agreement in the form set forth at www.zagster.com. Service Provider may revise the membership application and member agreement, as well as membership fees, from time to time in consultation with the City. Service Provider owns all right, title and interest in and to any and all information and data submitted to them by Users and prospective users. Service Provider shall safeguard such information and will not sell, transfer or use such User information for any purposes outside the performance of this Agreement. The Service Provider The City will have the right to set the usage fees charged to Users for use of the Service Provider’s bicycles and Service Provider will publish such rates to Users. b. Payment of Membership and Usage Fees. Users shall be responsible for paying, typically via credit card, Service Provider’s annual, monthly, or daily membership fee, usage fees, and such additional fees and charges as set forth at www.Zagster.com, as adjusted from time to time by Service Provider in collaboration with the City. All fees paid by Users will be processed by Service Provider’s third party credit card processor and Service Provider will not receive, process, retain or maintain any credit card data. c. Service Provider acknowledges that the City has no authority, control or any responsibility for the credit card system, third-party subcontractor and/or process used by Service Provider in connection with the Bike Share Program operated by Service Provider, for collection and processing of fees or for credit card processing, or for the security of information or data obtained through such systems. Any damages that arise out of the use and/or misuse of such system, including without limitation, security breaches, improper dissemination of financial, private or confidential information, confiscation of personal and/or financial information, or fraud, theft or other illegal or harmful actions are not the responsibility of the City. Such information includes without limitation, financial account numbers, credit card numbers, debit card numbers, credit report information, required security code, access code, personal identification number or password, that would permit access to an individual’s financial account or data, social security numbers, and other financial information. Zagster’s obligations and liability with respect to the protection of such information, and any liability for the unauthorized access to or disclosure of such information or other illegal or harmful actions, shall run solely to the User who provided the information and not to the City. d. Service Provider will share a portion of the membership and usage fees actually collected from Users that use the Service Provider’s bicycles at the Locations within the City less usage fees which Service Provider credits or reimburses the User (the "Net Usage Fees"). Service Provider will collect all membership and usage fees from Users of the bicycles dedicated to the program within Fort Collins and will retain 7% of the Net Usage Fees. Within thirty (30) days from the end of each calendar quarter during the Term, Service Provider will remit to the City 46.5% of the Net Usage Fees and a report DocuSign Envelope ID: B6B52F64-8E4B-467B-91F0-33A97A7CF0AB Services Agreement 8156 Public Bike Share Program Page 14 of 18 summarizing the calculation of Net Usage Fees. City may use the 46.5% of the Net Usage Fees to further support the program, including funding the Recurring Fee, staffing for the program and other elements as may be mutually agreed by the parties. Notwithstanding the foregoing, Service Provider may offset against the Net Usage Fees and any all other amounts, fees, or charges due from the City to Service Provider hereunder. If additional Sponsors come forward during the program, the remaining 46.5% of the Net Usage Fees will be shared pro-rata with the City and additional Sponsors on an annual basis based on the total number of Zagster Bicycles sponsored by the additional Sponsor (the “Pro-Rata Portion of Net Usage Fees”) which shall be calculated on a monthly basis as follows: The product of (x) the total number of Bicycles sponsored by the additional Sponsor on the last day of the immediately preceding calendar month, divided by the total number of Zagster Bicycles sponsored by all Sponsors in Zagster’s Fort Collins program on the last day of the immediately preceding calendar month, multiplied by (y) an amount equal to 46.5% of the Net Usage Fees. For purposes hereof, “Net Usage Fees” means all membership and usage fees collected by Service Provider from a User with respect to such User’s usage of Zagster Bicycles dedicated to the Fort Collins project less any discounts, refunds, reimbursements, coupons, credits or similar reductions. Within thirty (30) days from the end of each calendar year during the Term, Service Provider will remit to the additional Sponsor the Pro Rata Portion of Net Usage Fees or will apply the Pro Rata Portion of Net Usage Fees to sponsorship costs or sponsorship renewal terms, at the Sponsor’s sole option. Service Provider may offset against the Pro-Rata Portion of Net Fees against any and all other amounts, fees, or charges due from the Sponsor to Service Provider. 9. Force Majeure. Service Provider will not be responsible for delays or failures in performance resulting from acts beyond its control. Such acts include but are not be limited to acts of God, labor conflicts, acts of war or civil disruption, governmental regulations imposed after the fact, public utility out failures, industry wide shortages of labor or material, or natural disasters. DocuSign Envelope ID: B6B52F64-8E4B-467B-91F0-33A97A7CF0AB Services Agreement 8156 Public Bike Share Program Page 15 of 18 SCHEDULE B THE CITY’S OBLIGATIONS 1. Generally. During the term of the Agreement, the City will comply with Service Provider’s standard requirements for the services, including without limitation the following: (a) Permit Service Provider personnel to access each Location, at mutually agreed dates and times, to perform a site survey, take pictures of the Location, and otherwise review and inspect the Location with City personnel to determine a mutually agreed to area at each Location to install the Service Provider’s Signage, bicycles and bicycle racks. (b) Provide the required square footage in a mutually agreed to area at each Location to enable Service Provider to install the bicycle racks and bicycles and provide the necessary additional space for any mutually agreed to increase in the number of Service Provider’s bicycles. In addition, the City agrees to receive shipments of the Service Provider’s bicycles and related materials and will store the bicycles and related materials in a secure location until Service Provider’s personnel arrive to install same. The City will use reasonable care to secure Service Provider’s bicycles stored by the City however Service Provider shall be solely responsible for risk of loss in the event of damage, fire, theft or other loss. The City shall permit Service Provider to dispose of shipping materials at the Locations and provide access to the City’s trash and recycling facilities in connection with same. (c) Permit Service Provider’s personnel to access each Location, at a mutually agreed to date and time, to set-up and install Service Provider’s bicycles and signage at the Locations, including installation of appropriate bicycle racks to be provided by Service Provider, and to take pictures of the bicycles as installed at each Location. Only upon its prior written authorization (which shall not be unreasonably withheld) will the City agree to allow Service Provider to use the pictures for marketing their Services. (d) Permit Service Provider’s personnel to access the Locations during normal business hours Monday--Friday, or as may be otherwise required, to provide Maintenance Services. The City will provide Service Provider with an appropriate number of parking passes to be provided to Service Provider’s personnel to enable their personnel to access the Locations without charge, where applicable. (e) Keep all Locations where Service Provider’s bikes are stored reasonably clean and debris-free, in substantially similar condition to the condition as of the Launch Date. 2. Marketing. (a) Information. Following the Effective Date, the City will provide to Service Provider the information required to implement their Service at the City’s Locations. (b) Marketing Contact. The City will assign and maintain an appropriate contact who will (i) have responsibility for all interactions with Service Provider regarding matters covered by this Agreement, (ii) be reasonably accessible to Service Provider during normal business hours, and (iii) use the Service Provider’s Marketing Materials to promote the availability of their bicycles and/or work with Service Provider to create relevant materials. The parties acknowledge and agree that the success of the program will depend on the level of marketing support provided by the parties. The marketing contact will be responsible for training the City’s employees with respect to the Service Provider’s Service and the Zagster Software DocuSign Envelope ID: B6B52F64-8E4B-467B-91F0-33A97A7CF0AB Services Agreement 8156 Public Bike Share Program Page 16 of 18 (c) Marketing Obligations. The City’s marketing contact will coordinate marketing opportunities with Service Provider and will assist them in marketing their Service to Users and prospective users. The City may use the Marketing Materials for the sole purpose of marketing the Service Provider’s Service to Users and prospective users. Further, if the City desires to create custom email communications or other marketing materials, the City may do so subject to Service Provider’s prior review and approval, which will not be unreasonably withheld or delayed. Service Provider may provide any approvals required under this section via email. Service Provider shall not distribute or publish any Marketing Materials contemplated under this Agreement, or otherwise make any public statements in any social forum or medium relating to this Agreement or referencing this arrangement with the City without the prior written consent of the City (which shall not be unreasonably withheld). 3. Service Provider’s Bicycles. The City will use reasonable efforts to report any maintenance issues relating to Service Provider’s bikes or their bike racks or facility on City premises. Such reasonable efforts by the City shall not be construed as a duty or responsibility to inspection or evaluate the condition of Service Provider’s bikes, bike racks or facility. Service Provider will respond to all maintenance issues reported by the City as soon as commercially practicable. 4. Publicity. Service Provider may release a press release announcing the parties’ relationship hereunder with the prior written consent of the City, which shall not be unreasonably withheld. Unless otherwise expressly permitted in this Agreement, neither party will use the other party’s name, logos, trademarks or service marks in any manner without the other party’s prior written approval. The City must first expressly approve in writing any and all proposed uses of the City’s name, logos, trademarks and service marks (i) to, create marketing and advertising materials for the City to use to promote the Service to its employees and the community at-large and (ii) on Service Provider’s customer list which will be displayed on their website and in other publications. Each party consenting to use of its Marks hereunder shall remain the sole and exclusive owner of all right, title and interest in and to its Marks and the goodwill associated therewith. Upon termination of this Agreement, such use of the other party’s Marks shall immediately cease. DocuSign Envelope ID: B6B52F64-8E4B-467B-91F0-33A97A7CF0AB Services Agreement 8156 Public Bike Share Program Page 17 of 18 EXHIBIT B INSURANCE REQUIREMENTS 1. The Service Provider will provide, from insurance companies acceptable to the City, the insurance coverage designated hereinafter and pay all costs. Before commencing work under this bid, the Service Provider shall furnish the City with certificates of insurance showing the type, amount, class of operations covered, effective dates and date of expiration of policies, and containing substantially the following statement: “The insurance evidenced by this Certificate will not reduce coverage or limits and will not be cancelled, except after thirty (30) days written notice has been received by the City of Fort Collins.” In case of the breach of any provision of the Insurance Requirements, the City, at its option, may take out and maintain, at the expense of the Service Provider, such insurance as the City may deem proper and may deduct the cost of such insurance from any monies which may be due or become due the Service Provider under this Agreement. The City, its officers, agents and employees, and Bike Fort Collins, its employees, and its volunteers, shall be named as additional insureds on the Service Provider 's general liability and automobile liability insurance policies for any claims arising out of work performed under this Agreement. 2. Insurance coverages shall be as follows: A. Workers' Compensation & Employer's Liability. The Service Provider shall maintain during the life of this Agreement for all of the Service Provider's employees engaged in work performed under this agreement: 1. Workers' Compensation insurance with statutory limits as required by Colorado law. 2. Employer's Liability insurance with limits of $100,000 per accident, $500,000 disease aggregate, and $100,000 disease each employee. B. Commercial General & Vehicle Liability. The Service Provider shall maintain during the life of this Agreement such commercial general liability and automobile liability insurance as will provide coverage for damage claims of personal injury, including accidental death, as well as for claims for property damage, which may arise directly or indirectly from the performance of work under this Agreement. Coverage for property damage shall be on a "broad form" basis. The amount of insurance for each coverage, Commercial General and Vehicle, shall not be less than $1,000,000 combined single limits for bodily injury and property damage. In the event any work is performed by a subcontractor, the Service Provider shall be responsible for any liability directly or indirectly arising out of the work performed under this Agreement by a subcontractor, which liability is not covered by the subcontractor's insurance. DocuSign Envelope ID: B6B52F64-8E4B-467B-91F0-33A97A7CF0AB New insurance Services Agreement 8156 Public Bike Share Program Page 18 of 18 EXHIBIT C CONFIDENTIALITY IN CONNECTION WITH SERVICES provided to the City of Fort Collins (the “City”) pursuant to this Agreement (the “Agreement”), the Service Provider hereby acknowledges that it has been informed that the City has established policies and procedures with regard to the handling of confidential information and other sensitive materials. In consideration of access to certain information, data and material (hereinafter individually and collectively, regardless of nature, referred to as “information”) that are the property of and/or relate to the City or its employees, customers or suppliers, which access is related to the performance of services that the Service Provider has agreed to perform, the Service Provider hereby acknowledges and agrees as follows: That information that has or will come into its possession or knowledge in connection with the performance of services for the City may be confidential and/or proprietary. The Service Provider agrees to treat as confidential (a) all information that is owned by the City, or that relates to the business of the City, or that is used by the City in carrying on business, and (b) all information that is proprietary to a third party (including but not limited to customers and suppliers of the City). The Service Provider shall not disclose any such information to any person not having a legitimate need-to-know for purposes authorized by the City. Further, the Service Provider shall not use such information to obtain any economic or other benefit for itself, or any third party, except as specifically authorized by the City. The foregoing to the contrary notwithstanding, the Service Provider understands that it shall have no obligation under this Agreement with respect to information and material that (a) becomes generally known to the public by publication or some means other than a breach of duty of this Agreement, or (b) is required by law, regulation or court order to be disclosed, provided that the request for such disclosure is proper and the disclosure does not exceed that which is required. In the event of any disclosure under (b) above, the Service Provider shall furnish a copy of this Agreement to anyone to whom it is required to make such disclosure and shall promptly advise the City in writing of each such disclosure. In the event that the Service Provider ceases to perform services for the City, or the City so requests for any reason, the Service Provider shall promptly return to the City any and all information described hereinabove, including all copies, notes and/or summaries (handwritten or mechanically produced) thereof, in its possession or control or as to which it otherwise has access. The Service Provider understands and agrees that the City’s remedies at law for a breach of the Service Provider’s obligations under this Confidentiality Agreement may be inadequate and that the City shall, in the event of any such breach, be entitled to seek equitable relief (including without limitation preliminary and permanent injunctive relief and specific performance) in addition to all other remedies provided hereunder or available at law. City acknowledges that during the term of this Agreement Service Provider may disclose information, whether orally, visually, or in tangible form, that is proprietary and confidential to Service Provider and is disclosed or marked as proprietary or confidential (hereafter "Confidential Information"). City shall not disclose Service Provider’s Confidential Information except as required by applicable law. DocuSign Envelope ID: B6B52F64-8E4B-467B-91F0-33A97A7CF0AB DocuSign Envelope ID: B6B52F64-8E4B-467B-91F0-33A97A7CF0AB The ACORD name and logo are registered marks of ACORD CERTIFICATE HOLDER © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC POLICY PRO- GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS PER STATUTE OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) CERTIFICATE HOLDER © 1988-2010 ACORD CORPORATION. All rights reserved. ACORD 25 (2010/05) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) JECT LOC POLICY PRO- GEN'L AGGREGATE LIMIT APPLIES PER: CLAIMS-MADE OCCUR COMMERCIAL GENERAL LIABILITY GENERAL LIABILITY PREMISES (Ea occurrence) $ DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ DED RETENTION $ CLAIMS-MADE OCCUR $ AGGREGATE $ UMBRELLA LIAB EACH OCCURRENCE $ EXCESS LIAB DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (Attach ACORD 101, Additional Remarks Schedule, if more space is required) INSR LTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY) LIMITS WC STATU- TORY LIMITS OTH- ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). The ACORD name and logo are registered marks of ACORD COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 12/29/2015 MMA - Hayward 15954 Rivers Edge Drive #203 Hayward WI 54843 Zagster, Inc 24 Thorndike Street, Suite 2 Cambridge MA 02141 The Hartford Associated Industries Insurance Co. 19682 23140 715-634-4318 CITYRYD 1664758911 B AES1035863 9/10/2015 9/10/2016 1,000,000 50,000 1,000,000 2,000,000 2,000,000 X X X 5,000 A X X X 41UECZG0715 6/17/2015 6/17/2016 1,000,000 A 41WECCC3028 12/4/2015 9/10/2016 1,000,000 1,000,000 1,000,000 Certificate Holder is included as Additional Insured as required by written contract or agreement limited to the General Liability and Auto Liability coverage. City of Fort Collins. Colorado 215 North Mason St PO Box 580 Fort Collins CO 80522 DocuSign Envelope ID: B6B52F64-8E4B-467B-91F0-33A97A7CF0AB PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: INSURED PHONE (A/C, No, Ext): PRODUCER ADDRESS: E-MAIL FAX (A/C, No): CONTACT NAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. COI@foundershield.com x x x 5000 CFC Underwriting Markel Zagster 2,000,000 2,000,000 115 e 23rd street 02141 New York, NY 10010 MA Evidence Only Evidence Only. Foundershield LLC is not the broker of record for the underlying GL policy. B Cyber ESE00144541 9/10/2015 9/10/2016 $1M occurrence/aggregate 24 Thorndike Street 6468541058 10/27/2015 A pending 10/22/2015 9/10/2016 Founder Shield Cambridge DocuSign Envelope ID: B6B52F64-8E4B-467B-91F0-33A97A7CF0AB