HomeMy WebLinkAboutC24-132 Dropbike, Corp dba Drop Mobility_first amendmentFIRST AMENDMENT TO AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND DROP MOBILITY THIS FIRST AMENDMENT (“First Amendment”) is effective as of ________________ by and between Dropbike, Corp. d/b/a Drop Mobility, Delaware corporation with an address of 548 Market Street, PMB 64073, San Francisco, CA 94101 (hereinafter “Consultant” or “Contractor”) and Eagle County, Colorado, a body corporate and politic (hereinafter “County”). RECITALS WHEREAS, County and Consultant entered into an agreement dated the 16th day of March, 2023, for certain Services (the “Original Agreement”); and WHEREAS, the Original Agreement contemplated that the Consultant would perform certain Services with compensation in an amount not to exceed $69,056; and WHEREAS, the County desires to have Consultant perform additional Services for additional compensation as set forth below; and WHEREAS, the term of the Original Agreement expires on the 30th day of April, 2024, and the parties desire to extend the term for an additional year. FIRST AMENDMENT NOW THEREFORE, in consideration of the foregoing and the mutual rights and obligations as set forth below, the parties agree as follows: 1. The Original Agreement shall be amended to include additional Services as described in Exhibit 1, which is attached hereto and incorporated herein by reference. 2. The compensation for the additional Services set forth in Exhibit 1 shall not exceed $69,056 or a total maximum compensation under the Original Agreement and this First Amendment of $138,112. 3. The term of the Original Agreement is hereby extended to the 30th day of April, 2025. 4. Capitalized terms in this First Amendment will have the same meaning as in the Original Agreement. To the extent that the terms and provisions of the First Amendment conflict with, modify or supplement portions of the Original Agreement, the terms and provisions contained in this First Amendment shall govern and control the rights and obligations of the parties. DocuSign Envelope ID: 959A00C7-080A-4538-8991-B29B7539E1C9 3/15/2024 2 Eagle County Amend Term Scope Comp Final 4/28/2022 5. Except as expressly altered, modified and changed in this First Amendment, all terms and provisions of the Original Agreement shall remain in full force and effect, and are hereby ratified and confirmed in all respects as of the date hereof. 6. This First Amendment shall be binding on the parties hereto, their heirs, executors, successors, and assigns. IN WITNESS WHEREOF, the parties hereto have executed this First Amendment to the Original Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its COUNTY MANAGER By: ______________________________ Jeff Shroll, County Manager CONSULTANT Dropbike, Corp. d/b/a Drop Mobility By: _____________________________________ Print Name: ______________________________ Title: ___________________________________ DocuSign Envelope ID: 959A00C7-080A-4538-8991-B29B7539E1C9 CEO Qiming Weng Shift Bike Budget 2024 Riding Season Following is a list of assumptions for the regional system: Following is the breakdown of projected cost for the regional system: Following is projected revenues for Year 3 of operations: Assumption Count Duration of program Season 3+ Electric pedal assist bikes 155 Hub stations 33 Expected rides in year 3 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 monthly leasing (155 e-bikes x $175/ bike) *6 mo $27,125 $162,750 Hub racks and signage (equipment, delivery, taxes & fees - 33 hub locations x $250/ hub) *6 mo $8,250 $49,500 Software monthly platform fee ($15/ bike) $2,325 $27,900 Operations and administration (May-Oct)$21,000 $126,000 O -season all inclusive cost (Nov-Apr)$3,500 $21,000 Marketing and community outreach *for 6 mo $3,500 $21,000 Total cost to run system for 1 year $428,150 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 1 DocuSign Envelope ID: 959A00C7-080A-4538-8991-B29B7539E1C9 Based on the budget above, bikes and hub racks will be distributed based on the following plan, and payment is specified accordingly: •Vail (53%): Number of e-bikes - 81 - Number of Hub racks - 16. Prorated amount due - $223,743 •Avon (21%): Number of e-bikes - 35 Number of Hub racks - 9. Prorated amount due - $96,679 •EagleVail (10%): Number of e-bikes - 14. Number of Hub racks - 3. Prorated amount due - $38,672 •Edwards (16%): Number of e-bikes - 25. Number of Hub racks - 5. Prorated amount due - $69,056 •Total System Cost: $428,150 Notes: •Payment Terms: 50% upon contract signing, 40% upon system delivery 2024, 10% within 30 days of system wrap. •Account reconciliation will occur after October 31, 2024 including distributing sponsorship and ridership revenue. •System is planned to launch on May 1, 2024 assuming all contracts can be executed and deposits received by March 25, 2024. •If signed contracts and deposits are received by March 25, 2024 and there is a failure to deploy the program by May 1, 2024, this will result in a daily, prorated penalty of $1,304 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 purchase an electric van and rebalancing e-bike, at its sole cost, for use in rebalancing. It is understood that these vehicles will be procured by June 1, 2024. •Partner communities will assist Drop Mobility and the local operating team in securing electric vehicle charging in Avon for the 2024 season. •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 2024 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 2025 and will be decided following a discussion between the partner communities and Drop at the end of the season. •A dashboard to the Shift Bike website will be added including the following stats: Number of rides, Miles ridden, CO2 reduced, and calories burnt. •2024 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. 2 DocuSign Envelope ID: 959A00C7-080A-4538-8991-B29B7539E1C9