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26.02.15 Dropbike Corp.
2026: ICA –Drop Bike Corp Approved by Town Attorney as to form (2026) Page 1 of 6 2026 Independent Contractor Service Agreement For Turn-key e-bikeshare Program This Independent Contractor Service Agreement (“Agreement”) dated as of February 15, 2026, is between the Town of Avon, a Colorado home rule community (“Town”), and Dropbike Corp., a corporation of the State of Delaware whose business address is 2810 N. Church St., PMB 64073, Wilmington, DE 19802 (“Contractor” and, together with the Town, “Parties”). 1. Services: Contractor agrees to provide services (“Services”) as described in the proposal (“Proposal”) attached hereto and incorporated herein as Exhibit A. To the extent the provisions of this Agreement conflict with the Proposal, the terms of this Agreement shall control. Contractor shall provide and complete the Services in a manner consistent with that degree of care and skill ordinarily exercised by members of the same profession currently practicing under similar circumstances in Colorado. Contractor hereby warrants that it has the workforce, training, experience, and ability necessary to properly complete the Services in a safe and timely fashion. Contractor will comply and cause all of its employees, agents, and subcontractors to comply, with applicable safety rules and security requirements while performing the Services. 2. Independent Contractor: The Contractor shall perform the Services as an independent contractor and shall not be deemed by virtue of this Agreement, or any other document attached or referenced herein, to have entered into any partnership, joint venture, employer/employee, or other relationship with the Town other than as a contracting party and independent contractor. The Town shall not be obligated to secure, and shall not provide, any insurance coverage or employment benefits of any kind or type to or for the Contractor or the Contractor’s employees, sub-consultants, contractors, agents, or representatives, including coverage or benefits related but not limited to: local, state, or federal income or other tax contributions; insurance contributions (e.g., FICA); workers’ compensation; disability, injury, or health; professional liability insurance, errors, and omissions insurance; or retirement account contributions. 3. Insurance: 3.1. Minimum Amounts. The Contractor shall obtain and shall continuously maintain during the Term (as defined herein) of this Agreement insurance of the kind and in the minimum amounts specified in this Section 3.1. The Required Insurance (defined below) shall be procured and maintained with insurers with an A- or better rating as determined by Best’s Key Rating Guide. All Required Insurance shall be continuously maintained to cover all liability, claims, demands, and other obligations assumed by the Contractor. The Contractor shall secure and maintain the following (“Required Insurance”): 2026: ICA –Drop Bike Corp Approved by Town Attorney as to form (2026) Page 2 of 6 A. Worker’s Compensation Insurance in the minimum amount required by applicable law for all employees and other persons as may be required by law. Such policy of insurance, if any, shall be endorsed to include the Town as a Certificate Holder. B. Comprehensive General Liability insurance with minimum combined single limits of One Million Dollars ($1,000,000.00) for each occurrence and of One Million Dollars ($1,000,000.00) aggregate. The policy shall be applicable to all premises and all operations of the Contractor. The policy shall include coverage for bodily injury, broad form property damage (including completed operations), personal injury (including coverage for contractual and employee acts), blanket contractual, independent contractors, products, and completed operations. The policy shall contain a severability of interests provision. Coverage shall be provided on an “occurrence” basis as opposed to a “claims made” basis. Such insurance shall be endorsed to name the Town as Certificate Holder and name the Town, and its elected officials, officers, employees, and agents as additional insured parties. 3.2. Additional Requirements for All Policies. In addition to specific requirements imposed on insurance by this Section 3. INSURANCE and its subsections, insurance shall conform to all of the following: A. For Required Insurance and other insurance carried by Contractor (“Contractor Insurance”), all policies of insurance shall be primary insurance, and any insurance carried by the Town, its officers, or its employees shall be excess and not contributory insurance to that provided by the Contractor; provided, however, that the Town shall not be obligated to obtain or maintain any insurance whatsoever for any claim, damage, or purpose arising from or related to this Agreement and the Services. The Contractor shall not be an insured party for any Town-obtained insurance policy or coverage. B. For Contractor Insurance and Required Insurance, the Contractor shall be solely responsible for any deductible losses. C. For Required Insurance, no policy of insurance shall contain any exclusion for bodily injury or property damage arising from completed operations. D. For Required Insurance, every policy of insurance shall provide that the Town will receive notice no less than thirty (30) days prior to any cancellation, termination, or a material change in such policy. 3.3. Failure to Obtain or Maintain Insurance. The Contractor’s failure to obtain and continuously maintain policies of insurance in accordance with this Section 3. INSURANCE and its subsections shall not limit, prevent, preclude, excuse, or modify any liability, claims, demands, or other obligations of the Contractor arising from performance or non-performance of this Agreement. Failure on the part of the Contractor to obtain and to continuously maintain policies providing the required coverage, conditions, restrictions, notices, and minimum limits shall constitute a material breach of this Agreement upon which the Town may immediately terminate this Agreement, or, at its discretion, the Town may procure or renew any such policy or any extended reporting period thereto and may pay any and all premiums in connection therewith, and all monies so paid by the Town shall be repaid by Contractor to the Town immediately upon demand by the Town, or at the Town’s sole discretion, the Town may offset the cost of the premiums against any monies due to the Contractor from the Town pursuant to this Agreement. 2026: ICA –Drop Bike Corp Approved by Town Attorney as to form (2026) Page 3 of 6 3.4. Insurance Certificates. Prior to commencement of the Services, the Contractor shall submit to the Town applicable certificates of insurance for all Required Insurance. Insurance limits, terms of insurance, insured parties, and other information sufficient to demonstrate conformance with this Section 3. INSURANCE and its subsections shall be indicated on each certificate of insurance. Certificates of insurance shall reference the Project Name as identified on the first page of this Agreement. The Town may request and the Contractor shall provide within three (3) business days of such request a current certified copy of any policy of Required Insurance and any endorsement of such policy. The Town may, at its election, withhold payment for Services until the requested insurance policies are received and found to be in accordance with the Agreement. 4. Payment: Total Payment of $76,200.00 for services shall be due in three payents: 50%, due upon contract signing, 40% will be due when system is delivered to the Town’s satisfaction, which satisfaction shall be determined by the Town in its sole and reasonable discretion, and after Contractor has submitted an invoice for the amount due complete with the Contractor’s taxpayer identification number or social security number and the final 10% shall be due withing 30 days of system wrap. Town shall pay Contractor within thirty (30) days after an invoice in proper form is submitted to Town. A. System Launch: System is planned to launch on May 1, 2026, assuming all contracts can be executed and deposits received by March 31, 2026. If signed contracts and deposits are received by March 31, 2026, and there is a failure to deploy the program by May 1, 202, this will result in a daily, prorated penalty of $1,000 per day against Contractor. This rate will be deducted from the final (third) payment from the Town to Drop Mobility. B. Town Requested Season Extension: If the Town requests the season to extend past 184 days, Drop Mobility reserves the right to bill pro rata in the amount for each day the system remains active. Such extension requests must be made in writing to Drop Mobility at dipesh@dropmobility.com. The Town shall not be responsible for any payment for an extension of the season past 184 days that it did not expressly request in writing as set forth in this paragraph. C. Revenue Share: Revenue share to remain at 90%/10% split with 90% to Drop Mobility and 10% to Shift Bike for system expansion. D. Sponsorship revenue: Sponsorship revenue will be allocated in the following manner: 1. Any sponsorship revenue to add a new hub station or expand system will go to Drop Mobility to cover costs associated with adding and maintaining additional hubs. 2. Any sponsorship revenue under the $15k level will be split 90% to partner communities and 10% to Drop Mobility to cover sponsorship activity outside of marketing budget. Any print or capital 2026: ICA –Drop Bike Corp Approved by Town Attorney as to form (2026) Page 4 of 6 costs for these sponsorships will be deducted before net proceeds are distributed. 3. Monthly reports on system revenue and sponsorship activity will be provided to the Town. E. Account Reconciliation: Account reconciliation will occur after October 31, 2026, including distributing sponsorship and ridership revenue. F. Remaining Proceeds After Final Invoice: Once the final 2026 sponsorship and revenue owed to the partner communities is reconciled and reduced from the final invoice, any remaining proceeds owed either expand the system OR go to reducing the contract cost for 2026 and will be decided following a discussion between the partner communities and Drop at the end of the season. Such decision shall be memorialized in writing before its terms may commence. 5. Town Unilateral Termination: Town may terminate this Agreement without cause upon delivery of written notice to the Contractor at least ten (10) days prior to the effective date of termination or may terminate this Agreement immediately upon delivery of written notice if Contractor fails to provide the Services in accordance with the terms of this Agreement. 6. No Waiver of Governmental Immunity: Nothing in this Agreement shall be construed to waive, limit, or otherwise modify any governmental immunity that may be available by law to the Town, its officials, employees, contractors, or agents, or any other person acting on behalf of the Town and, in particular, governmental immunity afforded or available pursuant to the Colorado Governmental Immunity Act, Title 24, Article 10, Part 1 of the Colorado Revised Statutes. 7. Affirmative Action: Contractor will not discriminate against any employee or applicant for employment because of race, color, religion, sex, or national origin. Contractor will take affirmative action to ensure applicants are employed, and employees are treated during employment without regard to their race, color, religion, sex, or national origin. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. 8. No Third-Party Beneficiaries: Nothing contained in this Agreement is intended to or shall create a contractual relationship with, cause of action in favor of, or claim for relief for, any third-party, including any agent, sub-consultant, or sub-contractor of Contractor. Absolutely no third-party beneficiaries are intended by this Agreement. Any third-party receiving a benefit from this Agreement is an incidental and unintended beneficiary only. 9. Limitation of Damages: The Parties agree that Contractor’s remedies for any claims asserted against the Town shall be limited to proven direct damages in an amount not to exceed payment amounts for Services due under the Agreement and that the Town shall not be liable for indirect, incidental, special, consequential or punitive damages, including but not limited to lost profits. 2026: ICA –Drop Bike Corp Approved by Town Attorney as to form (2026) Page 5 of 6 10. Indemnity: To the fullest extent permitted by law, Contractor shall indemnify, defend and hold harmless Town, its members, affiliates, officers, directors, partners, employees, and agents from and against all claims, damages, losses, and expenses, including but not limited to reasonable attorney’s fees, arising out of the performance of the Services, provided that any such claim, damage, loss or expense is caused by any negligent act or omission of Contractor, anyone directly or indirectly employed by Contractor or anyone for whose acts Contractor may be liable, except to the extent any portion is caused in part by a party indemnified hereunder. 11. Governing Law, Venue, and Enforcement: This Agreement shall be governed by and interpreted according to the law of the State of Colorado. Venue for any action arising under this Agreement shall be in the appropriate court for Eagle County, Colorado. To reduce the cost of dispute resolution and to expedite the resolution of disputes under this Agreement, the Parties hereby waive any and all right either may have to request a jury trial in any civil action relating primarily to the enforcement of this Agreement. The Parties agree the rule providing ambiguities in a contract are to be construed against the drafting party shall not apply to the interpretation of this Agreement. If there is any conflict between the language of this Agreement and any exhibit or attachment, the language of this Agreement shall govern. 12. Term. The provision of Services under this Agreement shall commence on _May 1, , 2026 (the “Effective Date”) and will terminate twelve consecutive calendar months later (cumulatively, the “Term”). The Contractor understands and agrees that the Town has no obligation to extend this Agreement’s Term or contract for the provision of any future services, and makes no warranties or representations otherwise. Notwithstanding the foregoing, the Parties may mutually agree in writing to the monthly extension of this Agreement for up to twelve (12) consecutive calendar months if such extension is approved by the Town Council and the Contractor and such extension does not alter or amend any of the terms or provisions of this Agreement. 13. Article X, Section 20/TABOR. The Parties understand and acknowledge that the Town is subject to Article X, § 20 of the Colorado Constitution (“TABOR”). The Parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning of TABOR and, therefore, notwithstanding anything in this Agreement to the contrary, all payment obligations of the Town are expressly dependent and conditioned upon the continuing availability of funds beyond the term of the Town’s current fiscal period ending upon the next succeeding December 31. Financial obligations of the Town payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of Town of Avon, and other applicable laws. Upon the failure to appropriate such funds, this Agreement shall be terminated. 14. Background Check. A background check of Contractor and any Contractor’s employees or subcontractors may be required by the Town. Contractor can provide proof of a CBI check within the past six (6) months and shall provide a copy prior to the commencement of any Services (this can be acquired online by going to www.colorado.gov) or the Town will conduct the background check and provide a submission form to be completed by the Contractor. 15. Assignability. The Contractor shall not assign this Agreement without the Town’s prior written consent. 2026: ICA –Drop Bike Corp Approved by Town Attorney as to form (2026) Page 6 of 6 16. Survival Clause. The “Indemnification” provision set forth in this Agreement shall survive the completion of the Services and the satisfaction, expiration, or termination of this Agreement. 17. Severability. In the event a court of competent jurisdiction holds any provision of this Agreement invalid or unenforceable, such holding shall not invalidate or render unenforceable any other provision of this Agreement. AGREEMENT READ, UNDERSTOOD, AND APPROVED: Dipesh Dar (Feb 16, 2026 13:08:18 PST) Dipesh Dar Eric Heil (Feb 17, 2026 07:34:31 MST) Eric Heil Shift Bike Budget 2026 Riding Season Following is a list of assumptions for the regional system: Following is the breakdown of projected cost for the regional system: Assumption Count Duration of program Season 5+ Electric pedal assist bikes 155 Hub stations 33 Expected rides in year 5 27,900 Average revenue per ride $3 Description Monthly or one time (US$) Total (US$) Deployment and set up (one-time, annually) $10,000 $10,000 Hardware, software customization (one-time)$10,000 $10,000 E-bike warranty cost for bikes owned outright (155 e-bikes x $250/season) $38,750 $38,750 Hub racks and signage - installation and removal, maintenance of hubs (one-time, annually) $15,000 $15,000 Software monthly platform fee ($15/ bike) $2,325 $27,900 Operations and administration (May-Oct)$22,500 $135,000 Off-season all inclusive cost (Nov-Apr)$3,500 $21,000 Marketing and community outreach *for 6 mo $3,500 $21,750 Total cost to run system for 1 year $279,400 1 EXHIBIT A: Following is the breakdown of projected cost for the Vail expansion: Following is the breakdown of projected cost for the Edwards expansion: Following is the breakdown of projected cost for the regional system with the Vail & Edwards expansion: Following is projected revenues for Year 5 of operations: Description Monthly or one time (US$) Total (US$) New E-bike monthly leasing (5 e-bikes x $175/ bike) *6 mo $875 $5,250 New E-cargo bike outright purchase (2 e-cargo bikes x $9500/ bike) $19,000 $19,000 New hub racks and signage (1 hubs x $250 / hub) $250 $1,500 Software monthly platform fee ($15/ bike) $75 $900 Operations and administration for the new bikes (May- Oct) $1,225 $7,350 Total cost for 1 year $34,000 Description Monthly or one time (US$) Total (US$) New E-bike monthly leasing (5 e-bikes x $175/ bike) *6 mo $875 $5,250 New hub racks and signage (1 hubs x $250 / hub) $250 $1,500 Software monthly platform fee ($15/ bike) $75 $900 Operations and administration for the new bikes (May- Oct) $725 $4,350 Total cost for 1 year $12,000 Original budget $279,400 Vail expansion $34,000 Edwards expansion $12,000 Total $325,400 Revenue Plan Expected revenue (Avg) from user fees $83,700 Revenue share to Drop (90%) $75,330 Revenue share to be re-invested system expansion (10%) $8,370 2 Based on the budget above, bikes and hub racks will be distributed based on the following plan, and payment is specified accordingly: •Vail: Number of e-bikes - 86 - Number of Hub racks - 18. Prorated amount due - $169,466.67 •Avon: Number of e-bikes - 35 Number of Hub racks - 9. Prorated amount due - $76,200 •EagleVail: Number of e-bikes - 14. Number of Hub racks - 3. Prorated amount due - $25,400 •Edwards Metro District (EMD): Number of e-bikes - 10. Number of Hub racks - 2. Prorated amount due - $16,933.34 •Eagle County Government (ECG): Number of e-bikes - 20. Number of Hub racks - 4. Prorated amount due - $37,400 •Total System Cost: $325,400 Notes: •Payment Terms: 50% upon contract signing, 40% upon system delivery 2026, 10% within 30 days of system wrap. •Account reconciliation will occur after October 31, 2026 including distributing sponsorship and ridership revenue. •System is planned to launch on May 1, 2026 assuming all contracts can be executed and deposits received by March 1, 2026. •If signed contracts and deposits are received by March 1, 2026 and there is a failure to deploy the program by May 1, 2026, this will result in a daily, prorated penalty of $1,000 per day. This rate will be deducted from the final (third) payment from the partner communities to Drop Mobility. •If for any reason the season extends past 184 days, Drop Mobility reserves the right to bill pro rata in the same amount for each day the system remains active. •Drop Mobility to maintain and operate an electric van and rebalancing e-bike, at its sole cost, for use in rebalancing. •Revenue share to remain at 90%/10% split with 90% to Drop Mobility and 10% to Shift Bike for system expansion. •Sponsorship revenue will be allocated in the following manner: •Any sponsorship revenue to add a new hub station or expand system will go to Drop Mobility to cover costs associated with adding and maintaining additional hubs. •Any sponsorship revenue under the $15k level will be split 90% to partner communities and 10% to Drop Mobility to cover sponsorship activity outside of marketing budget. Any print or capital costs for these sponsorships will be deducted before net proceeds are distributed. •Monthly reports on system revenue and sponsorship activity will be provided. •Once the final 2026 sponsorship and revenue owed to the partner communities is reconciled and reduced from the final invoice, any remaining proceeds owed either expand the system OR go to reducing the contract cost for 2027 and will be decided following a discussion between the partner communities and Drop at the end of the season. •2026 Marketing Deliverables include the following: 1) create and manage a ShiftBike Facebook and Instagram account 2) post at least 4 times per month on Facebook and Instagram 3) At least 3 giveaways with local businesses 4) Attend at least 5 community events throughout the season 5) launch activities including a community event, photography, drafted press release, and management of preseason membership campaign 6) manage promotional campaigns, promo codes, and bulk membership sales 7) creation of any print material to support marketing events 8) a swag/print budget not to exceed $1,500. 3 ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTEDCLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGGJECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE CLAIMS-MADE AGGREGATE $ DED RETENTION $ PER OTH- STATUTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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 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). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 2/17/2026 (952) 653-0096 10046 Dropbike Corp 548 Market St PMB 64073 San Francisco, CA 94104 A 1,000,000 83 YR3 OH8409 7/30/2025 7/30/2026 50,000 Excluded Excluded 2,000,000 2,000,000 Certificate Holder is included as an Additional Insured under the General Liability on a Primary/Non-Contributory basis when required by written contract. 30 Days' Notice of Cancellation (other than non-payment of premium) applies to the Certificate Holder Town of Avon and its elected officials, officers, employees, and agents 100 Mikaela Way PO Box 975 Avon, CO 81620 DROPCOR-02 CARETZ Christensen Group, Inc. 9855 W 78th Street Suite 100 Eden Prairie, MN 55344-8004 Carly Aretz CAretz@christensengroup.com Pacific Ins Co, LTD X X X FORM NUMBER: EFFECTIVE DATE: The ACORD name and logo are registered marks of ACORD ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE FORM TITLE: Page of THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01) AGENCY CUSTOMER ID: LOC #: AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE © 2008 ACORD CORPORATION. All rights reserved. Christensen Group, Inc. DROPCOR-02 SEE PAGE 1 1 SEE PAGE 1 ACORD 25 Certificate of Liability Insurance 1 SEE P 1 Dropbike Corp 548 Market St PMB 64073 San Francisco, CA 94104SEE PAGE 1 CARETZ 1 Surplus Lines "1. The insurance policy that you (have purchased) (are applying to purchase) is being issued by an insurer that is not licensed by the State of California. These companies are called “nonadmitted” or “surplus line” insurers. 2. The insurer is not subject to the financial solvency regulation and enforcement that apply to California licensed insurers. 3. The insurer does not participate in any of the insurance guarantee funds created by California law. Therefore, these funds will not pay your claims or protect your assets if the insurer becomes insolvent and is unable to make payments as promised. 4. The insurer should be licensed either as a foreign insurer in another state in the United States or as a non-United States (alien) insurer. You should ask questions of your insurance agent, broker, or “surplus line” broker or contact the California Department of Insurance at the toll-free number 1-800-927-4357 or internet website www.insurance.ca.gov. Ask whether or not the insurer is licensed as a foreign or non-United States (alien) insurer and for additional information about the insurer. You may also visit the NAIC's internet website at www.naic.org. The NAIC–the National Association of Insurance Commissioners–is the regulatory support organization created and governed by the chief insurance regulators in the United States. 5. Foreign insurers should be licensed by a state in the United States and you may contact that state's department of insurance to obtain more information about that insurer. You can find a link to each state from this NAIC internet website: https://naic.org/state_web_map.htm. 6. For non-United States (alien) insurers, the insurer should be licensed by a country outside of the United States and should be on the NAIC's International Insurers Department (IID) listing of approved nonadmitted non-United States insurers. Ask your agent, broker, or “surplus line” broker to obtain more information about that insurer. 7. California maintains a “List of Approved Surplus Line Insurers (LASLI).” Ask your agent or broker if the insurer is on that list, or view that list at the internet website of the California Department of Insurance: www.insurance.ca.gov/01-consumers/120-company/07-lasli/lasli.cfm. 8. If you, as the applicant, required that the insurance policy you have purchased be effective immediately, either because existing coverage was going to lapse within two business days or because you were required to have coverage within two business days, and you did not receive this disclosure form and a request for your signature until after coverage became effective, you have the right to cancel this policy within five days of receiving this disclosure. If you cancel coverage, the premium will be prorated and any broker’s fee charged for this insurance will be returned to you. Date: ______________ Insured: ____________" POLICY NUMBER: 83 YR3 OH8409 COMMERCIAL GENERAL LIABILITY CG 20 26 04 13 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. CG 20 26 04 13 © Insurance Services Office, Inc., 2012 Page 1 of 1 ADDITIONAL INSURED – DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): The Program Administrator (CALSTART), State of California, California Air Resources Board, California Energy Commission, and San Joaquin Council of Governments, their officers, agents, and employees 48 S Chester Avenue Pasadena, CA 91106 Town of Avon and its elected officials, officers, employees and agents 100 Mikaela Way PO Box 975 Avon, CO 81620 Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II – Who Is An Insured is amended to include as an additional insured the person(s) or organization(s) shown in the Schedule, but only with respect to liability for "bodily injury", "property damage" or "personal and advertising injury" caused, in whole or in part, by your acts or omissions or the acts or omissions of those acting on your behalf: 1. In the performance of your ongoing operations; or 2. In connection with your premises owned by or rented to you. However: 1. The insurance afforded to such additional insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. B. With respect to the insurance afforded to these additional insureds, the following is added to Section III – Limits Of Insurance: If coverage provided to the additional insured is required by a contract or agreement, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract or agreement; or 2. Available under the applicable Limits of Insurance shown in the Declarations; whichever is less. This endorsement shall not increase the applicable Limits of Insurance shown in the Declarations.