24.03.05 ICA -DROP MOBILITY2024 Independent Contractor Agreement – Dropbike, Corp
Page 1 of 6
2024 Independent Contractor
Service Agreement
For Turn-key e-Bikeshare Program
This Independent Contractor Service Agreement (“Agreement”) dated as of March 5, 2024 is between
the Town of Avon, a Colorado home rule community (“Town”) and Dropbike, Corp, a Corporation of the State
of Delaware, whose principal office 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”):
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.
DocuSign Envelope ID: 4E8FE26B-A88B-4910-B603-20E7580824FF
2024 Independent Contractor Agreement – Dropbike, Corp
Page 2 of 6
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.
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, term 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 $96,679 for Services shall be due in three payments: 50%, due upon
contract signing, 40% will be due upon 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 10% shall be due within 30 days of system wrap. Town shall pay Contractor within thirty (30)
days after an invoice in proper form is submitted to Town.
DocuSign Envelope ID: 4E8FE26B-A88B-4910-B603-20E7580824FF
2024 Independent Contractor Agreement – Dropbike, Corp
Page 3 of 6
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.
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 rights 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, 2023 (the
“Effective Date”) and will terminate on December 31, 2023 (cumulatively, the “Term”); provided, however,
under no circumstances will the Term exceed the end of the current Town Fiscal year (January 1 – December
31). 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
DocuSign Envelope ID: 4E8FE26B-A88B-4910-B603-20E7580824FF
2024 Independent Contractor Agreement – Dropbike, Corp
Page 4 of 6
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 do 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.
DocuSign Envelope ID: 4E8FE26B-A88B-4910-B603-20E7580824FF
2024 Independent Contractor Agreement – Dropbike, Corp
Page 5 of 6
AGREEMENT READ, UNDERSTOOD AND APPROVED:
TOWN OF AVON CONTRACTOR
By: ____________________________________ By: ____________________________________
Name: Eric Heil Name: Dipesh Dar
Title: Town Manager Title: Chief Operating Officer
APPROVED AS TO FORM:
______________________________________
Nina P. Williams, Interim Town Attorney
DocuSign Envelope ID: 4E8FE26B-A88B-4910-B603-20E7580824FF
3/12/20243/12/2024
3/12/2024
2024 Independent Contractor Agreement – Dropbike, Corp
Page 6 of 6
EXHIBIT A
Contractor Proposal
DocuSign Envelope ID: 4E8FE26B-A88B-4910-B603-20E7580824FF
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
Off-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: 4E8FE26B-A88B-4910-B603-20E7580824FF
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: 4E8FE26B-A88B-4910-B603-20E7580824FF