HomeMy WebLinkAboutBIKE SHARE PROGRAM Awc' àe aamp
BIKE SHARE PROGRAM AGREEMENT
- . ' RE PROGRAM AGREEMENT ("Agreement") is made and entered into
as o' October 1_, 20 : he"Effective Date")by and between CycleHop LLC, a Florida limited
liability co - I.1 with offices at 1701 Purdy Avenue, #203, Miami Beach, Florida 33139
("CycleHop") and City of Jeffersonville ("City").
RECITALS
WHEREAS, bicycle share programs can reduce reliance on motor vehicles and existing
public transportation options for travel and for other short trips, thereby reducing congestion and
motor vehicle emissions;
WHEREAS, the City wishes to develop and implement a bicycle sharing program for the
City comprised of Equipment, as that term is hereinafter defined, procured and purchased by the
City ("System"); and
WHEREAS, the City wishes to enter into an agreement with CycleHop, and CycleHop
wishes to enter into such agreement with the City, whereby CycleHop will be responsible for
the operations and maintenance of the System in accordance with the terms and conditions of
this Agreement.
NOW,THEREFORE,in consideration of the mutual covenants,terms, and conditions set
out herein, and for other good and valuable consideration,the receipt and sufficiency of which are
hereby acknowledged, the parties agree as follows:
1. SCOPE OF WORK. The purpose of this Agreement is for CycleHop to operate
and maintain the System for use by the public within the City ("Services"). It is expressly
acknowledged and agreed that CycleHop is not responsible for implementation or set-up of the
System. CycleHop agrees to perform the Services in accordance with the following:
1.1. Reporting. CycleHop will submit monthly reports of gross revenue and
ridership, and expenses, in a format approved by the City. On a monthly basis, CycleHop will
provide the City with a list of any claims of loss or injury relating to the System as well as the steps
taken to resolve such claims and any such status updates of previous claims. CycleHop will identify
an employee who will serve as the single point of contract for information relating to any claims
of loss or injury.
1.2. Response to Complaints. All System structures will contain a conspicuously
posted telephone number, to CycleHop's customer services operations, to which the public may
direct complaints and comments, and instructions for filing a complaint. All complaints received
by CycleHop will be logged. CycleHop will cooperate with the City in providing a response to any
such complaints within fifteen (15) days of the receipt thereof
1.3. Maintenance and Repair. System maintenance will include, but is not
limited to, inspecting, cleaning and removing graffiti from System structures on a timely basis,
removal of debris in and around the System structures, preventive maintenance, inspection and
prompt repair or replacement of the System elements, including, but not limited to, terminals,
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signs, bicycles, solar panels, website and software. CycleHop will comply with specified service
standards.
1.4. System Balancing. Monitor the location of each bicycle and the status of
each dock and redistribute bicycles so that there are bicycles and spaces available at each dock at
most times.
1.5. Real-time communication. Provide a method to track bicycle and dock
status and populate interactive map with status of bicycles at stations, station locations with
optional address and directions, and transit information.
1.6. Adaptive Website Design. Provide and correctly display web pages on all
major web browsers and mobile devices/formats.
1.7. Branding, Marketing, Sponsor Fulfillment and Public Relations. Cyclehop
will oversee the implementation of all branding,marketing and public relations, and work with the
City to fulfill all obligations of any grants, sponsorships, advertisers, and/or donors including
placement of corporate messaging as appropriate on Bicycles stations or other locations.
1.8. Performance Outcomes and Service Level Agreements. CycleHop will meet
and comply with the terms in the Service Level Agreement, attached hereto as Exhibit A and
incorporated herein by this reference.
1.9. Customer Service. CycleHop will provide responsive and customer-friendly
services that encourage repeat use, including responding to complaints within forty-eight (48)
hours of receiving them.
1.10. Compliance with Laws.The Services will be carried out in strict compliance
with all applicable federal, state and local laws and regulations. CycleHop will also cooperate with
the City in the event of any audit and investigation conducted by a state or federal agency to
monitor the City's administration of any grant funds used to pay for the Services contemplated in
this Agreement.
1.11. User Rates. CycleHop will have the right to set the ridership rates for all
users.
2. EQUIPMENT; RISK OF LOSS. The term "Equipment" means and includes all
physical components, including bicycles and racks, and ancillary hardware and licensed software
necessary for the public to use the Equipment and operate the System. The City will be solely
responsible for procuring the Equipment directly from the supplier and the City will pay for the
Equipment in full. CycleHop will be responsible for procuring its own tools and materials that are
reasonable related to routine system operations but CycleHop will not be responsible for procuring
materials that would be considered replacement parts or custom tools. CycleHop acknowledges
and agrees that its scope of Services includes the continuing maintenance, circulation, and use of
Equipment purchased by the City during the Term of this Agreement. Notwithstanding the
foregoing or anything contained herein to the contrary, in no event will CycleHop bear the risk of
loss or damage to any Equipment due to defects, loss of use by reason of normal wear and tear, or
loss by natural causes. CycleHop will not provide or otherwise be responsible for any warranty
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work as it relates to the Equipment, or replacement of any defective parts.
3. OPERATION FEE. The City will pay CycleHop a lump sum payment of Five
Thousand Dollars($5,000)per year to perform the Services ("Operation Fee"). The Operation Fee
for the first year will be due and payable upon the Effective Date of this Agreement; thereafter the
Operation Fee will be due and payable on the yearly anniversary of the Effective Date. The
Operation Fee will cover up to five(5) stations. If the City wishes to have CycleHop operate and
maintain more than five (5) stations, then it will be obligated to pay CycleHop an additional Five
Thousand Dollars ($5,000) per year for every five (5) additional stations ("Additional Operation
Fee"). Unless otherwise agreed to in writing,the Additional Operation Fee will be due and payable
in accordance with when the Operation Fee is paid, provided that the first installment of the
Additional Operation Fee will be due and payable on the scheduled date for CycleHop to begin
performing Services for the additional stations. CycleHop will be under no obligation to perform
any Services unless and until it receives the full payment of the Operation Fee, or the Additional
Operation Fee if applicable, and the nonpayment of such is considered a material breach of this
Agreement.
4. RENTAL AND MEMBERSHIP FEES; SPONSORSHIP FEES.
4.1. Rental and Membership Fees. CycleHop will be responsible for collection
of all rental and membership fees. CycleHop will have the right to retain one hundred percent
(100%)of all rental and membership fees collected.
4.2. Sponsorships. CycleHop will have the right to procure sponsorships,
including naming rights, and stations based sponsorships, sponsorships related to the bicycles
themselves and all other Equipment, and any websites or other digital media or marketing relating
to sponsoring the System(collectively, "Sponsorship"). The City hereby grants CycleHop the sole
and exclusive right to sell system Sponsorships and all outdoor Sponsorships (which will include
branding, graphics, text and logo depictions on bike share equipment and sponsorship panels that
may be changed periodically) associated with all the bike share assets and will not award any third
party to sell those such Sponsorships. As part of the Sponsorships, and for example purposes only
and not limitation, CycleHop will have the right to place four by six-foot sponsorship panels on
bike share stations and sell sponsorships on such panels to generate operational revenue to be
retained by CycleHop.
4.3. Taxes, Duties and Fees. CycleHop will pay all applicable federal, state, and
local taxes assessed against, arising out of, and collect from the service operation, including, sales,
use,license,and/or privilege taxes. CycleHop will at all times maintain records evidencing revenue
and the taxes collected as would be reasonably required to substantiate the correctness of the tax
returns field.
5. TERM; TERMINATION.
5.1. Initial Term; Automatic Renewal. This Agreement will have an initial term
("Initial Term") that commences on the Effective Date and expires on November 1, 2021. The
Initial Term may thereafter be extended by the City, in its sole discretion, for two (2) five year
option periods (each a"Renewal Term", and together with the "Initial Term"the "Term").
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5.2. Right of City to Terminate for Cause. The City will have the right to
terminate this Agreement if CycleHop fails to perform the Services, and such failure is not cured
within thirty (30) days after receipt of written notice by CycleHop from the City, provided,
however if such failure cannot be cured within such thirty(30) day period, then CycleHop will be
required to commence to cure such failure within such thirty(30) day period.
5.3. Right of CycleHop to Terminate for Cause. CycleHop will have the right to
terminate this Agreement if the City fails to comply with any of the terms and conditions of this
Agreement, and such failure is not cured within thirty (30) days after receipt of written notice by
the City from CycleHop, provided, however if such failure cannot be cured within such thirty(30)
day period, then CycleHop will be required to commence to cure such failure within such thirty
(30) day period.
5.4. Right of CycleHop to Terminate for Convenience. In the event CycleHop's
bike share program agreement with Louisville/Jefferson County Metro Government is terminated,
then CycleHop will have the right to terminate this Agreement by providing written notice to City
with such termination to be effective immediately upon receipt of such written notice unless a
different terminate date is set forth therein.
6. INSURANCE. CycleHop will procure and maintain during the Term of the
Agreement, commercial general liability coverage, with a $1,000,000 combined single limit for
any one occurrence and $2,000,000 in the aggregate for bodily injury, personal injury, property
damage, and products/completed operations. All policies will be endorsed to provide that there
will be thirty(30)days advance written notice to the City of cancellation,non-renewal or reduction
in coverage.
7. INDEMNIFICATION. CycleHop agrees to indemnify, hold harmless and defend
the City and its officers,employees, and agents from any claim,liability or loss to the extent arising
from any intentional, reckless, negligent or otherwise wrongful acts, errors or omissions of
CycleHop or any person employed by CycleHop in the performance of this Agreement. The City
will provide CycleHop written notice of any claim for indemnity under this Section.
Notwithstanding the foregoing or anything contained herein to the contrary, CycleHop will not be
required to indemnify the City for any claims, loss or damage to the extent arising from the
negligent, intentional or willful acts or omissions of the City or any of its employees, agents,
officers, contractors or the like.
8. CONFIDENTIALITY.
8.1. Limitations on Use of Confidential Information. Each party acknowledges
that it may receive Confidential Information from the other Party during the Term of this
Agreement. As used herein,the term"Confidential Information"will mean any and all information
or proprietary materials (in every form and media) not generally known to the public and which
has been or is hereafter disclosed or made available by either party (the "disclosing party") to the
other party (the "receiving party") in connection with this Agreement, including the terms of this
Agreement. The receiving party will disclose the disclosing party's Confidential Information only
to persons within the receiving party having the need to know the Confidential Information for the
purpose of implementing this Agreement. The receiving party will treat Confidential Information
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as it does its own valuable and sensitive information of a similar nature, and, in any event, with
not less than reasonable care. Upon the disclosing party's written request, the receiving party will
return or certify the destruction of all Confidential Information.
8.2. Exceptions to Confidentiality Restrictions. The confidentiality obligations
of either party under this Section will not apply to information that the receiving party can
demonstrate: (i) was in its possession at the time of disclosure without restriction as to
confidentiality; (ii) at the time of disclosure is generally available to the public or after disclosure
becomes generally available to the public through no breach of agreement or other wrongful act
by the receiving party; (iii) has been received from a third party without restriction on disclosure
and without breach of agreement or other wrongful act by the receiving party or, to the receiving
party's knowledge at the time of such disclosure, such third party; (iv)is independently developed
by the receiving party without use of the Confidential Information of the disclosing party; or(v)is
required to be disclosed by law or order of a court of competent jurisdiction or regulatory authority,
provided that the receiving party will furnish prompt written notice of such required disclosure to
the disclosing party and reasonably cooperate with the disclosing party, at the disclosing party's
cost and expense, in any effort made by the disclosing party to seek a protective order or other
appropriate protection of its Confidential Information.
8.3. Remedies. Failure on the part of the receiving party to abide by this Section
will cause the disclosing party irreparable harm for which damages will not be an adequate remedy
at law. Accordingly, the disclosing party has the right to an injunction to prevent any violations or
attempted violations of this Section and to recover court costs and reasonable attorney fees incurred
by the disclosing party in the enforcement of this Section.
8.4. Marketing and Promotion. Notwithstanding anything contrary in this
Agreement, the City agrees that CycleHop and its suppliers may disclose the City's name for
inclusion in the list of bicycle sharing programs, wherever such list is located or published.
9. WARRANTY.
9.1. Representations and Warranties of CycleHop. CycleHop represents and
warrants to the City that: (i) CycleHop has all necessary authority and rights granted under this
Agreement to make all of CycleHop's promises and commitments contained in this Agreement;
(ii) neither the granting of the rights to the City under this Agreement nor the exercise thereof by
the City will infringe or otherwise violate the intellectual property or other proprietary or
contractual rights of any person or entity; and (iii) the performance by CycleHop of its promises
and commitments contained in this Agreement and the Services to be provided will not conflict
with or be prohibited or restricted by any agreements or commitments with third parties.
9.2. Representations and Warranties of the City. The City warrants and
represents to CycleHop that: (i) it has the full right, power, and authority to enter into this
Agreement, to grant the rights granted under this Agreement and to perform its obligations under
this Agreement; and(ii)the execution of this Agreement has been duly authorized by all necessary
action of the City.
9.3. DISCLAIMER OF WARRANTY. ALL SERVICE ARE PROVIDED "AS
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IS" AND CYCLEHOP MAKES AND GIVES NO REPRESENTATIONS OR WARRANTIES
WHATSOEVER, AND EXPRESSLY DISCLAIM ALL WARRANTIES,
REPRESENTATIONS, CONDITIONS, AND GUARANTIES, WHETHER ORAL OR
WRITTEN, IMPLIED OR STATUTORY, WITH REGARD TO THE SERVICES AND
EQUIPMENT, AND ANY COMPONENTS THEREOF, INCLUDING WITHOUT
LIMITATION ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, NON-INTERFERENCE, AND
WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.NEITHER
CYCLEHOP NOR ITS SUPPLIERS WARRANT OR REPRESENT THAT THE HOSTED
SERVICES, WEBSITE, CUSTOM WEBSITE LANDING PAGE DESIGN, ACCESS TO THE
HOSTED SERVICES,ACCESS TO THE CUSTOM WEBSITE LANDING PAGE,OR ACCESS
TO THE WEBSITE WILL BE ERROR-FREE, UNINTERRUPTED, OR SECURE.
OPERATION OF THE HOSTED SERVICES, CUSTOM WEBSITE LANDING PAGE, OR
WEBSITE MAY BE INTERFERED WITH BY NUMEROUS FACTORS OUTSIDE OF
CYCLEHOP'S AND ITS SUPPLIER'S CONTROL. CYCLEHOP PROVIDES NO
REPRESENTATIONS OR WARRANTIES AS TO THE CONDITION OR PERFORMANCE
OF THE EQUIPMENT, AND EXPRESSLY DISLAIMS ALL SUCH WARRANTIES AND
REPRESENTATIONS. CYCLEHOP WILL HAVE NO OBLIGATION TO PERFORM ANY
WARRANTY WORK OR REPAIR ANY EQUIPMENT BEYOND THAT WHICH IS
REQUIRED AS PART OF THE STANDARD MAINTENANCE AND OPERATION
CONTEMPLATED BY THIS AGREEMENT, AND THE CITY ACKNOWLEDGES AND
AGREES THAT IT WILL BE REQUIRED TO CONTACT ITS EQUIPMENT SUPPLIER
DIRECTLY FOR ANY WARRANTY WORK, REPLACEMENT OF DEFECTIVE PARTS OR
ANY OTHER SERVICE OR WORK WHICH EXCEEDS THE SCOPE OF THE SERVICES OR
THE INTENT OF THE PARTIES AND THIS AGREEMENT, INCLUDING THE EXPRESS
DISCLAIMER OF WARRANTIES PROVIDED IN THIS SECTION.
10. LIMITATION OF LIABILITY.
10.1. PROPERTY DAMAGE; PERSONAL INJURY. CYCLEHOP WILL NOT
BE LIABLE FOR ANY PROPERTY DAMAGE OR PERSONAL INJURIES OR DEATH
CAUSED BY THE MANAGEMENT, OPERATION, OR USE OF THE BICYCLE SHARING
SYSTEM OR THE EQUIPMENT, BIKES OR BY ANY ERRORS, DELAYS, OR FAILURES
OF THE SERVICES OR INTERRUPTIONS IN THE TRANSMISSION OF THE SERVICES.
10.2. LIMITATION ON DAMAGES. EXCEPT FOR A PARTY'S BREACH
OF THE CONFIDENTIALITY OBLIGATIONS AS SET FORTH IN SECTION 8 ABOVE,
NEITHER THE CITY NOR CYCLEHOP'S LIABILITY ARISING OUT OF THIS
AGREEMENT AND/OR USE OF THE GOODS, INCLUDING WITHOUT LIMITATION ANY
AND ALL CLAIMS COMBINED,WILL EXCEED THE AMOUNT OF THE OPERATION FEE
PAID UNDER THIS AGREEMENT. EXCEPT FOR A PARTY'S BREACH OF THE
CONFIDENTIALITY OBLIGATIONS AS SET FORTH IN SECTION 8 ABOVE, UNDER NO
CIRCUMSTANCES WILL THE CITY OR CYCLEHOP BE LIABLE TO THE OTHER PARTY
OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, PUNITIVE,
OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH, OR RELATING TO, THIS
AGREEMENT, HOWEVER CAUSED, WHETHER BASED IN CONTRACT, TORT,
WARRANTY, OR OTHER LEGAL THEORY, AND EVEN IF THE PARTY HAS BEEN
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INFORMED IN ADVANCE OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH
DAMAGES COULD HAVE BEEN REASONABLY FORESEEN BY THE PARTY,
INCLUDING WITHOUT LIMITATION LOSS OF PROFIT, LOSS OF USE, LOSS OF
SAVINGS, OR LOSS OF REVENUE.
11. MISCELLANEOUS.
11.1. Governing Law. This Agreement is governed exclusively by the laws of the
State of Florida, without regard to application of principles of conflict of laws. Any claim, suit or
action arising under or relating to this Agreement must be brought only in the state or federal courts
located in Miami-Dade County, Florida. The parties hereby agree that such courts will have
exclusive personal and subject matter jurisdiction over any such claim, suit or action.
11.2. Assignment. The City may not assign or transfer any rights or obligations
under this Agreement or this Agreement itself,in whole or in part,without the prior express written
consent of CycleHop. CycleHop may fulfill any of their obligations under this Agreement through
third party service providers and suppliers. This Agreement will bind and inure to the benefit of
the Parties to this Agreement and their respective successors, permitted transferees, and permitted
assigns.
11.3. Survivability. All provisions of this Agreement hat by their terms survive
the expiration or any termination of this Agreement, together with all other provisions of this
Agreement that may be reasonably construed as surviving the expiration or any termination of this
Agreement, will survive the expiration or any termination of this Agreement.
11.4. Notices. All notices, requests, demands and other communications which
are required or may be given under this Agreement will be delivered to the attention of the person
listed below, or to such other person or persons as may hereafter be designated by that party in
writing. Notice will be in writing sent by e-mail and first class mail. Valid notice will be deemed
to have been delivered on the actual receipt of rejection by either party.
If to City: If to CycleHop: CycleHop, LLC
Attn: Josh Squire, CEO
350 Lincoln Road
Miami Beach, FL 33139
Email:
josh@cyclehop.com
With a Copy to: With a Copy to: Jason Blilie
Jason@cyclehop.com
11.5. Force Majeure. Except for a party's failure to make payments in accordance
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with this Agreement,neither party will be liable to the other for failure or delay in the performance
of a required obligation if such failure or delay is caused by strike, lockouts, riot, fire, natural
disaster, utilities and communications failures, governmental actions or inactions or orders or
restrictions, failure of suppliers, default of common carrier, or any other reason where failure to
perform is beyond the reasonable control of and is not caused by the negligence of the non-
performing party. In the event of such default, delay, or failure to perform, any date or times by
which either party is otherwise scheduled to perform will be extended automatically for a period
of time equal in duration to the time lost by reason of the excused default, delay, or failure to
perform. This force majeure provision will not apply to any failure by the City to make any
payments owed to CycleHop under this Agreement.
11.6. Entire Agreement. Each party acknowledges and agrees that this Agreement
is the complete statement of the agreement between the parties with respect to the subject matter
hereof, and that this Agreement supersedes all prior proposals, understandings, and arrangements,
oral or written, between the parties relating to this Agreement. This Agreement may not be
modified, amended, supplemented, or otherwise changed except by a written document executed
by an authorized representative of each of the parties hereto.
11.7. Headings; Construction; Incorporation. The headings of the sections and
subsections of this Agreement will be for convenience only and will not be deemed to constitute a
part of this Agreement or to affect the construction hereof. All sections and article references are
to this Agreement, unless otherwise expressly provided. As used in this Agreement, (a) "hereof',
"hereunder", "herein" and words of like import will be deemed to refer to this Agreement in its
entirety and not just a particular section of this Agreement, (b) unless the context otherwise
requires, words in the singular number or in the plural number will each include the singular
number or the plural number, words of the masculine gender will include the feminine and neuter,
and, when the sense so indicates, words of the neuter gender will refer to any gender, and (c) )the
words "include," "includes", and "including" are deemed to be followed by the words "without
limitation".The parties acknowledge and agree that: (i)this Agreement is the result of negotiations
between the parties and will not be deemed or construed as having been drafted by any one party,
(ii) each party and its counsel have reviewed and negotiated the terms and provisions of this
Agreement and have contributed to its revision, (iii) the rule of construction to the effect that any
ambiguities are resolved against the drafting party will not be employed in the interpretation of
this Agreement, and (iv) the terms and provisions of this Agreement will be construed fairly as to
all parties and not in favor of or against any party, regardless of which party was generally
responsible for the preparation of this Agreement.
11.8. Counterparts;Severability.This Agreement may be executed in one or more
counterparts, each of which will be deemed an original but all of which together will constitute
one and the same instrument. The parties may rely upon a facsimile copy or scanned copy of any
party's signature as an original for all purposes. In the event that any one or more of the provisions
contained within this Agreement or in any other instrument referred to herein will, for any reason,
beheld to be invalid, illegal or unenforceable in any respect, such invalidity, illegality, or
unenforceability will note affect any other provision of this Agreement or any other such
instrument and the remaining provisions will remain in full force and effect. To the extent
permitted by applicable law, any such provision will be restricted in applicability or reformed to
the minimum extent required for such provision to be enforceable. This provision will be
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EXHIBIT A
SERVICE LEVEL AGREEMENT
Operations SLA's
SLA Category Description Measurement
Adequate staffing levels
1 Staffing Levels Maintenance per business plan Schedules
2 Bicycle Cleanliness Maintenance %of clean bicycles 90%
3 Station Cleanliness Maintenance %of clean stations 90%
Bicycle and Station % of decals in good
4 Decals Maintenance condition 90%
% of graffiti-free
5 Graffiti Removal Maintenance equipment 90%
6 Properly Working Bikes Maintenance %of bicycles in service 90%
%of station out of
7 Bicycle Distribution Balancing balance for over 3 hrs 20%
End of Day Bicycle Stations balanced
8 Collection Balancing weekdays at 6am 90%
Customer Calls answered within 3
9 Call Response Time Interaction minutes 85%
Customer %of complaint
10 Complaint Resolution Interaction resolution 85%
On-time delivery of
11 Monthly Reports Reporting month reports 90%
EQUIPMENT/ IT SLA's
SLA Category Description Measurement
of time that stations °
14 Kiosk Connectivity Connectivity are not connecting 10%
% of time that the
15 Website in Service Hosting 95%
website is in service
% of time central
Central Computer in
16 Hosting computer system is in 95%
Service
service
17 Data Security Hosting % of data that is secure 100%
Bike Network Number of stations in
18 Functionality Network service per day 90%
Overall Reliability of %of times customer
19 Equipment Network can't rent/return a bike 10%
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interpreted and enforced to give effect to the original written intent of the parties prior to the
determination of such invalidity or unenforceability.
11.9. Relationship of the Parties. The parties are independent contractors and
nothing in this Agreement will be deemed or constructed as creating a joint venture, employment,
partnership, agency relationship, business opportunity, or franchise between Supplier and
Distributor. Neither Party, by virtue of this Agreement, will have any right, power or authority to
act or create an obligation, express or implied, on behalf of the other Party. Each Party assumes
responsibility for the actions of its personnel under this Agreement and will be solely responsible
for their supervision, daily direction and control, wage rates, withholding income taxes, disability
benefits, or the manner and means through which the Services under this Agreement will be
accomplished. The relationship created hereby between the parties is solely that of supplier and
Distributor. If any provision of this Agreement is deemed to create a franchise or business
opportunity relationship between the parties,then the parties will negotiate in good faith to modify
this Agreement so as to effect the parties' original intent as closely as possible in a mutually
acceptable manner in order that the transactions contemplated hereby be consummated as a
Distributor agreement and not a franchise or business opportunity agreement.
IN WITNESS WHEREOF, the parties have duly executed and delivered this Agreement
as of the Effective Date.
[City of Jeffers'nvi
By:
Name1 Ke ivi oa rp
Title: M Q C)
CYCLEHOP, LLC
By:
Name:
Title:
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