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HomeMy WebLinkAboutZAGSTER, INC. - CONTRACT - RFP - 8156 PUBLIC BIKE SHARE PROGRAMAMENDMENT #03 TO ZAGSTER MASTER SERVICES AGREEMENT This third amendment (Third Amendment), is made May 30, 2018 (Amendment Effective Date) by and between City of Fort Collins, CO (City) and Zagster, Inc. (Zagster), and amends that certain Services Agreement executed on 12/30/2015, by and between the parties (collectively, Agreement). Defined terms used herein shall have the meaning accorded to them in the Agreement unless otherwise defined herein. For good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, and notwithstanding anything to the contrary contained in the Agreement, the parties agree as follows: 1. PACE. On June 1, 2018, Zagster will re-launch the Fort Collins bike share program (Program) with 215 bicycles and ramp to 250 bicycles within two months from the Pace launch date that are branded with Zagster’s new product name Pace (such date, the Pace Launch Date). The Program will be included in Zagster’s national bike share network (Pace), which allows users of the Program to utilize other programs within Zagster’s national bike share network as well as allow users of other programs to utilize this Program. a. Launch Plan. Zagster will refurbish and rebrand the 105 bicycles contracted under the current Zagster Bike Share agreement, and will add an additional 145 bicycles of similar model. All bicycles shall be branded with Pace. b. Additional Parking Infrastructure. Zagster will provide up to 22 additional Pace racks with six to eight parking spots each. c. Station Moves. If City wants to move any current Zagster stations to a new location, before or after the Pace Launch Date, Zagster will move the requested station to the new location for a fee to be determined by Zagster. d. Refleet – Prior to April 1, 2019, Zagster will refleet the entire fleet with Zagster’s newest model of Pace bicycle. The refleet will require the Program to be shut down for a maximum of four weeks. Zagster will consult with City as to the timing of the refleet. 2. Term. The Term is extended through 5/29/2020. Pace Renewal Year 1 means the annual period beginning with the Pace Launch Date of 5/30/2018 and running through 5/29/2019, Pace Renewal Year 2 means the annual period running 5/30/2019 - 5/29/2020. In the event Zagster does not complete the installation of 215 bicycles by May 30, 2018, the Pace Launch Date and ramp to 250 bicycles within two months from the Pace Launch Date the Pace Renewal Year periods will be adjusted to correspond with the date the installation is complete. The current Zagster Fort Collins Bike Share Program will continue to operate at no additional cost to the City until the Pace Launch Date. This conversion will require the current system to be shut down for a maximum of four weeks, which will occur the month leading up to the Pace Launch Date. This Agreement and extension in Term is subject to annual appropriation by City Council. The City shall have no obligation to continue this Agreement in any fiscal year for which no such supporting appropriation has been made. 3. Fees and Revenue Sharing. a. Fees. As of the Pace Launch Date, the Fees will be as follows: Pace Renewal Year 1 Pace Renewal Year 2 Service Line Fees Amendment 3 8156 Public Bike Share Program - Zagster Page 1 of 6 DocuSign Envelope ID: 98ACC5B8-1143-4EB1-81B9-683A13A615C5 Annual Service Fee 33 bikes @ $ 1,500 / bike 33 bikes @ $1,500 / bike TOTAL DUE $ 49,500 $49,500 All fees are non-refundable and due in advance of the beginning of the applicable Pace Renewal Year. a. Rider Pricing and Fees. As of the Pace Launch Date, Zagster may select and implement the fee schedule for all fees charged to riders and Zagster will retain all such revenue. For the first 6 months of the Pace Renewal Year 1, the rider pricing will not exceed $1/30 minutes. After the initial 6 month period, Zagster will work closely with the City / Bike Share partners to develop and implement locally appropriate pricing options (not to exceed $2/30 minutes), bulk ride packages and promo codes to support daily ridership and equitable pricing options. Sponsorship Revenue. Zagster may obtain third party sponsors for the Program and Zagster will retain all revenue (Sponsor Revenue) related to such sponsors. Zagster will consult with City in determining whether bikes and stations sponsored by third parties will expand the program or be applied to bikes and stations already in the system, provided that Zagster is responsible for the final decision on which way to handle. Zagster expects that bikes and stations sponsored by third parties will expand the system, however, Zagster would consider applying a sponsorship to bike stations already in the system in the following situations: (a) the number of sponsored bikes in the system is less than 40% of the total bikes in the system.; or (b) a prospective sponsor expresses interest in launching sponsored bikes and stations on a particular timeline and the best way to accommodate sponsor's desired timeline is by applying the sponsorship to bikes and / or stations already in the system. b. Current Annual Memberships. As of the Pace Launch Date, all annual memberships purchased by City and all annual memberships purchased by riders for the City of Fort Collins program will be converted as follows: each membership will entitle the applicable member to $60.00 in ride credits to be used by such member for rides on the Pace bike share system. Zagster will also offer all riders with valid .edu email domains a 50% discount of the Pace monthly membership plan for the Pace Renewal Year 1. After the initial Pace Renewal Year 1, Zagster will work closely with the City / Bike Share partners to determine the preferred student membership rates for Pace Renewal Year 2 to foster daily ridership and equitable pricing options. 4. Changes to Bike Quantities. As of the Pace Launch Date, the Program will include at least 215 bicycles and ramp to 250 bicycles (Bike Minimum) within two months from the Pace Launch Date, of which at least 5 of the bikes will be accessible bikes. Zagster has the right, in its sole discretion, to increase and decrease the number of additional bicycles available in the Program at any time, provided that Zagster does not decrease the number of bicycles below the Bike Minimum. Notwithstanding the foregoing, the parties agree that the Program may be scaled down but never lower than the Bike Minimum during weather that is unfavorable for bicycle use (including hibernation periods, if applicable). 5. Marketing. As of the Pace Launch Date, Zagster will own all program marketing, both digital & in person marketing and Zagster will provide City with a marketing plan prior to the Pace Launch Date and will work with City to address any feedback City may have on such marketing plan. Zagster will provide at least one representative for 12 events per Pace Renewal Year to market Amendment 3 8156 Public Bike Share Program - Zagster Page 2 of 6 DocuSign Envelope ID: 98ACC5B8-1143-4EB1-81B9-683A13A615C5 the Program to users and prospective users. City, Zagster and local partners will work together to determine which 12 events will have a Zagster representative. Zagster will work with City to co- promote the Program and further the parties’ shared marketing goals. City grants to Zagster a nonexclusive right to reproduce, display and otherwise use its name, trademarks and logos solely (i) to promote the Program, (ii) on Zagster’s customer lists, including on its website, and (iii) in connection with the name of the Program. Zagster shall furnish the City with the copy and obtain City’s prior written approval for any such use of the City’s trademarks and logos. All use of City names, trademarks and logos and any resulting goodwill shall accrue solely to the benefit of City. Additionally, Zagster may issue a press release announcing the parties’ relationship hereunder. Zagster will provide City with a copy of any proposed press release and obtain City’s written approval prior to issuance; City shall have the right to provide any comments or feedback related thereto. 6. Off Station Availability and Parking. Zagster and its users shall have the ability to use City-owned property open to the public in connection with the Program for parking Zagster bicycles at locations other than Zagster provided docking stations, including securing or locking Zagster bicycles on or to bicycle racks, corrals, and posts in compliance with applicable laws, ordinances and regulations. By Pace Launch Date, Zagster will incorporate an inventory of public bike racks / designated parking areas into the app. If City adds additional public bike racks or becomes aware of existing public bike racks or racks sponsored by third parties that are not displayed to users within the app, City may request that such additional racks be incorporated into the app to be displayed to users. Upon request, Zagster will activate these bike racks to be displayed within one week of such request. Zagster will inspect each bicycle on a regular basis at reasonable intervals to perform general maintenance, inspection, cleaning, and replacement of parts thereto. For the avoidance of doubt, at a minimum, Zagster will provide the Maintenance Services set forth in Section 7 of Schedule A of the Agreement. Additionally, if a bike is illegally parked or in an undesirable location, Zagster will retrieve such bike within 24 hours of receiving notice thereto. Notwithstanding, Zagster shall be solely responsible for any loss, liability, tickets, fines, etc. for Zagster bikes not parked in legally permissible designated public bicycle parking. 7. Rebalancing. Rebalancing will occur on an as needed basis, at least 5 times a week. Zagster will add bikes to Pace racks that are empty. In addition, to help ensure that there are bikes available at Pace racks, Zagster will consider issuing a $1 ride credit to a rider’s account every time a rider parks at a dedicated Pace parking rack. 8. Geofencing and Service Area. A rider may end a ride anywhere. If a rider ends their ride outside of the general service area, and the bike remains at that location for more than 48 hours, the bike will be returned by Zagster personnel to a Pace parking rack. 9. Exclusivity. During the Term of this Agreement, City agrees that Zagster shall be the only bicycle sharing and/or bicycle rental services promoted and used by the City. Notwithstanding the foregoing, City may promote the work of Bike Fort Collins and nothing herein is intended to prevent local bike rental shops from continuing to rent bikes for leisure usage or City from promoting such local leisure bike operators. 10. Additional Infrastructure. Zagster will provide at least 1.5 parking spaces per bike deployed in the Program. This will be accomplished by adding additional bike stations as needed to keep the parking spaces ratio to 1.5, provided that, Zagster is not required to add additional stations until at least 6 parking spaces are needed, even if that lowers the parking space per bike ratio for a period of time. Zagster agrees to work with City to address high usage areas or areas Amendment 3 8156 Public Bike Share Program - Zagster Page 3 of 6 DocuSign Envelope ID: 98ACC5B8-1143-4EB1-81B9-683A13A615C5 determined to address accessibility goals of the Program that may require additional Pace parking stations. Zagster shall confer with the City to identify suitable locations for Program bike stations and Zagster shall obtain the City’s written approval for such bike station locations prior to installation. For the avoidance of doubt, Zagster owns all bike parking stations it provides in connection with the Program and such bike parking stations will be removed at the end of the Program. The Program will include at least 42 bike stations 11. Expansion. Zagster will evaluate the rolling monthly average of utilization, monitored daily. If the three month rolling average utilization is greater than 2 rides per bike per day, Zagster will promptly place an order to increase the fleet by 10% (up to 300 bikes) to decrease the utilization rate per bike. If the fleet size is greater than 300 bikes and the three month rolling average utilization is greater than 4 rides per bike per day, Zagster will work with the City to increase the bike supply in order to support the increased ridership. Zagster will work to add the additional bikes into the system as soon as practicable, but the City understands that this will require some time due to lead times and operational logistics and it may be up to five (5) weeks before installation. 12. Expected Staffing. Zagster expects to have full time staff located in the region who will be assigned to help manage the Program, including the operations related thereto. Zagster will assess staffing levels based on usage of the Program and operational demands on the Program. Staff may include employees and/or independent contractors. As of the Amendment Effective Date, Zagster’s hiring plan is as detailed below. The parties agree that Zagster may make changes to the staffing plan in its sole discretion, provided that any changes are made by Zagster in the reasonable belief that such changes will allow Zagster to continue successfully supporting the Program and advancing the goals specific to the Fort Collins Bike Share Program. Zagster shall promptly notify the City of any proposed changes to the Program staffing plan. 1 General Manager (FTE). The GM will be focused on Pace Fort Collins and other nearby Pace bike shares as a regional GM role. 1 Bike Fort Collins Community Relations Coordinator (CRC) (FTE). Zagster to fund $20,000 of CRC position salary. This FTE will support Zagster with Ridership, Community Event participation and other tasks required by Zagster. 1 Operations Associate (FTE) 2-5 mechanics / rebalancers. As needed. 13. Sponsorship Benefits. City will receive the following non-exclusive sponsorship benefits: (i) Sponsored Stations. City’s name and logo will be displayed on 6 bicycle stations in the Program. (ii) Bicycles. City’s name and logo will be displayed on 33 bicycles in the Program. (iii) Website. City’s name and logo will be included on the sponsor page of Zagster’s bike share program website. Zagster will work with existing local sponsors to ensure a seamless transition to the Pace model and work to address any issues or concerns that may arise in the transition, including any issues around sponsorship benefits. 14. Project Management. Zagster will provide regular communications and project planning / status updates to City in the form of emails / weekly calls and/or project management communication tools. Amendment 3 8156 Public Bike Share Program - Zagster Page 4 of 6 DocuSign Envelope ID: 98ACC5B8-1143-4EB1-81B9-683A13A615C5 15. Data. Upon launch Zagster will provide the following Program data to City and other bike share partners of the Program on a monthly basis and otherwise on request to determine if additional bicycles or stations could be added to the Program: ● Ridership data (number of trips by day / week / month/ year to date) ● System revenue data ● Utilization data – average trips per day per bike, average trip length / time ● Station based information – data showing by station where users are going to / coming from. ● Trip path data – map showing routing data – where are people riding? ● Heatmaps showing where bikes are being parked – to support station /parking expansion opportunities ● Sponsorship metrics collected by Zagster ● Summary of common user feedback Zagster and City will work together to identify metrics and goals for the system (including ridership) that align with comparable bike share cities and best practices for bike sharing. This information will be used to evaluate performance of the system and identify / implement program improvements. Such metrics and goals will be developed prior to program launch. 16. Additional Payment Methods. When made commercially available by Zagster, allows riders to use a pay-near-me/cash based payment system to pay for use of the Program. Zagster is currently developing this feature to be available in Q3 2018. 17. Ratification of the Agreement. Except as amended and modified by this Amendment, including any attachments hereto, all of the terms, provisions, agreements, covenants and conditions of the Agreement are hereby affirmed and ratified. From the Amendment Effective Date and after, all references to the Agreement shall mean the Agreement as amended hereby. For the avoidance of doubt, nothing herein is intended to amend the Kaiser Permanente sponsorship, which includes a sponsorship of three bike share stations and 13 bikes (5 of which are Accessible Bikes). Kaiser Permanente’s annual sponsorship term for these three stations and 13 bikes will commence upon final installation of the third outstanding station (expected in May or June, 2018). The term for Kaiser Permanente’s sponsorship ends twelve (12) months from the date of final installation of the third outstanding station. 18. Nothing herein is intended to amend or otherwise authorize any changes to the terms of any agreements Zagster may have with other local sponsors in Fort Collins. 19. General. This Amendment, together with the Agreement as amended hereby, constitutes the entire agreement of the parties on the subject matter hereof, and may not be amended except by written instrument signed by both parties. Amendment 3 8156 Public Bike Share Program - Zagster Page 5 of 6 DocuSign Envelope ID: 98ACC5B8-1143-4EB1-81B9-683A13A615C5 Zagster, Inc. City of Fort Collins, Colorado By: ____________________________________ By: ___________________________________ Name: _________________________________ Name: ________________________________ Title: __________________________________ Title: __________________________________ Date: __________________________________ Date: _________________________________ Amendment 3 8156 Public Bike Share Program - Zagster Page 6 of 6 DocuSign Envelope ID: 98ACC5B8-1143-4EB1-81B9-683A13A615C5 5/31/2018 cfo Nicholas Malone Purchasing Director Gerry Paul 5/31/2018 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME: CONTACT (A/C, No): FAX E-MAIL ADDRESS: PRODUCER (A/C, No, Ext): PHONE INSURED COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ PROPERTY DAMAGE $ BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOS ONLY AUTOS NON-OWNED OWNED SCHEDULED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT ER OTH- STATUTE PER (MM/DD/YYYY) LIMITS POLICY EXP (MM/DD/YYYY) POLICY EFF LTR TYPE OF INSURANCE POLICY NUMBER INSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB EACH OCCURRENCE $ AGGREGATE $ $ OCCUR CLAIMS-MADE DED RETENTION $ PRODUCTS - COMP/OP AGG $ GENERAL AGGREGATE $ PERSONAL & ADV INJURY $ MED EXP (Any one person) $ EACH OCCURRENCE $ DAMAGE TO RENTED PREMISES (Ea occurrence) $ COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO- JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 5/31/2018 Arthur J. Gallagher Risk Management Services, Inc. 470 Atlantic Avenue Boston MA 02210 617-261-6700 617-646-0400 Evanston Insurance Company 35378 ZAGSINC-01 Hartford Accident and Indemnity Company 22357 Zagster, Inc. 50 Milk Street Boston MA 02109 Great American E&S Insurance Company 37532 Hartford Underwriters Insurance Company 30104 1298868921 A X 1,000,000 X 100,000 5,000 1,000,000 2,000,000 X 3C32141 9/10/2017 9/10/2018 2,000,000 B 1,000,000 X 10UECZG0715 6/17/2017 6/17/2018 C 5,000,000 XS1745148 9/10/2017 9/10/2018 5,000,000 D 10WECAR8816 9/10/2017 9/10/2018 X 1,000,000 1,000,000 1,000,000 Certificate Holder is an Additional Insured as respects to the General Liability and Auto Liability policies, pursuant to and subject to the policy's terms, definitions, conditions and exclusions. City of Fort Collins PO BOX 580 Fort Collins CO 80522 DocuSign Envelope ID: 98ACC5B8-1143-4EB1-81B9-683A13A615C5