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Home My WebLink AboutC25-089 Dropbike, Corp.dba Drop Mobility_second amendmentSECOND AMENDMENT TO AGREEMENT BETWEEN EAGLE COUNTY, COLORADO AND DROPBIKE, CORP. D/B/A DROP MOBILITY THIS SECOND AMENDMENT (“Second Amendment”) is effective as of ______________ by and between Dropbike, Corp. d/b/a Drop Mobility, a Delaware corporation whose address is 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, County and Consultant entered into a First Amendment to the Original Agreement dated the 15th day of March, 2024 (the “First Amendment”); and WHEREAS, the First Amendment amended the Original Agreement to include additional Services, increase compensation for the Services to a total amount not to exceed $138,112, and to extend the term of the Original Agreement to the 30th day of April, 2024; and WHEREAS, the County now desires to have Consultant perform additional Services for additional compensation as set forth below; and WHEREAS, the term of the First Amendment expires on the 30th day of April, 2025, and the parties desire to extend the term for an additional year. SECOND 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 and First Amendment 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 $69,176, for a total maximum compensation under the Original Agreement, the First Amendment, and this Second Amendment of $207,288. 3.The term of the Original Agreement and First Amendment is hereby extended to the 30th day of April, 2026. Docusign Envelope ID: D0486420-0B32-4D41-9F6A-205EBF4C9D2D 2/18/2025 2 4.Capitalized terms in this Second Amendment will have the same meaning as in the Original Agreement and First Amendment. To the extent that the terms and provisions of the Second Amendment conflict with, modify or supplement portions of the Original Agreement or the First Amendment, the terms and provisions contained in this Second Amendment shall govern and control the rights and obligations of the parties. 5.Except as expressly altered, modified and changed in this Second Amendment, all terms and provisions of the Original Agreement and First Amendment shall remain in full force and effect, and are hereby ratified and confirmed in all respects as of the date hereof. 6.This Second Amendment shall be binding on the parties hereto, their heirs, executors, successors, and assigns. IN WITNESS WHEREOF, the parties hereto have executed this Second Amendment to the Original Agreement the day and year first above written. COUNTY OF EAGLE, STATE OF COLORADO, By and Through Its BOARD OF COUNTY COMMISSIONERS By: ______________________________ Jeanne McQueeney, Chair Attest: By: _____________________________ Stacey Jones Chief Deputy Clerk and Recorder CONSULTANT Dropbike, Corp. d/b/a Drop Mobility By: _____________________________________ Print Name: ______________________________ Title: ___________________________________ Docusign Envelope ID: D0486420-0B32-4D41-9F6A-205EBF4C9D2D Qiming Weng CEO 3 EXHIBIT 1 Docusign Envelope ID: D0486420-0B32-4D41-9F6A-205EBF4C9D2D Shift Bike Budget 2025 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 4+ Electric pedal assist bikes 155 Hub stations 33 Expected rides in year 4 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 (65 e-bikes x $175/ bike) *6 mo $11,375 $68,250 E-bike warranty cost for bikes owned outright (90 e-bikes x $250/season) $22,500 $22,500 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 $331,400 1 Docusign Envelope ID: D0486420-0B32-4D41-9F6A-205EBF4C9D2D Following is projected revenues for Year 4 of operations: 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 - 81 - Number of Hub racks - 16. Prorated amount due - $155,891 •Avon: Number of e-bikes - 35 Number of Hub racks - 9. Prorated amount due - $77,336 •EagleVail: Number of e-bikes - 14. Number of Hub racks - 3. Prorated amount due - $28,997 •Edwards: Number of e-bikes - 25. Number of Hub racks - 5. Prorated amount due - $69,176 •Total System Cost: $331,400 Notes: •Payment Terms: 50% upon contract signing, 40% upon system delivery 2025, 10% within 30 days of system wrap. •Account reconciliation will occur after October 31, 2025 including distributing sponsorship and ridership revenue. •System is planned to launch on May 1, 2025 assuming all contracts can be executed and deposits received by March 1, 2025. •If signed contracts and deposits are received by March 1, 2025 and there is a failure to deploy the program by May 1, 2025, 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 2025 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. •2025 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. 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 Docusign Envelope ID: D0486420-0B32-4D41-9F6A-205EBF4C9D2D