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HomeMy WebLinkAboutResolution 30-25RECORD OF RESOLUTIONS BARRETT BROTHERS - DAYTON, OHIO Form 6301 Resolution No._30-25 Passed , AUTHORIZING THE CITY MANAGER TO ENTER INTOA SERVICE LEVEL AND REVENUE SHARING AGREEMENT BETWEEN VEORIDE, INC. AND THE CITY OF DUBLIN, OHIO WHEREAS, the State of Ohio passed H.B. 295 in January 2021, which legalizes and regulates electric scooters as low-speed micro-mobility devices; and WHEREAS, the City of Dublin aspires to be the most connected, sustainable and resilient global city of choice; and WHEREAS, the transportation system is more than a collection of roadways but rather an ecosystem of different mobility options and transportation facilities; and WHEREAS, the City of Dublin supports transportation for users of all ages and abilities that create a safe and comfortable road space for all; and WHEREAS, a public bike share and scooter share program build upon the five essential elements of a Bicycle Friendly Community including encouragement, education, equity, evaluation and engineering and supports Dublin’s Bicycle Friendly Community Silver designation and furthers Dublin’s aspiration to achieve and gold designation; and WHEREAS, the launch of the Central Ohio Shared Micro-Mobility Program will align with Bike Month and reflect Dublin’s commitment to expanding mobility options. NOW, THEREFORE, BE IT RESOLVED by the Council of the City of Dublin, State of Ohio, ‘L___ of its elected members concurring, that: Section 1. The City Council is hereby authorizing the City Manager to proceed with the proposed Agreement with Veo to operate micro-mobility devices in the City of Dublin. The approval of changes thereto by those officials, and their character as not being substantially adverse to the City, shall be evidenced conclusively by their execution thereof. Section 2. The City Manager, the Clerk of Council, the Director of Law, the Director of Finance, or other appropriate officers of the City are hereby authorized to prepare and sign all agreements and instruments and to take any other actions as may be appropriate to implement this Resolution. Section 3. This Resolution shall take effect on April 22, 2025. Passed this _21™ day of Ae on | , 2025. ae Mayor — Presiding Officer ATTEST: Anal: a” Cler of Con Yncil To: Members of Dublin City Council From: Megan O’Callaghan, City Manager Date: April 15, 2025 Initiated By: Jean-Ellen Willis, P.E., Director of Transportation & Mobility J.M. Rayburn, AICP, Planner II Re: Resolution 30-25 – Authorizing the City Manager to enter into a Service Level and Revenue Sharing Agreement between Veoride, Inc. and the City of Dublin, Ohio Summary This legislation authorizes Veoride, Inc. to deploy and operate a shared micro-mobility program in Dublin, structured in two phases: an initial 45-day launch period followed by full post-launch operations. In preparation for the Memorial Tournament, scheduled for May 29 to June 1, 2025, Veo will increase the number of devices available for citywide use. The agreement also outlines the terms, revenue-sharing model, and operational standards that establish the expected level of service. Background In response to the citywide Mobility Study and in support of Dublin’s Bicycle Friendly Community designation, two micro-mobility programs have operated within Dublin. The first was a bike share pilot operated by Lime throughout 2018. From May 2022 through January 2025, Bird was the micro-mobility provider for Dublin, offering electric-powered standing scooters for rent. Other communities in the area have hosted similar programs and began exploring options for regional collaboration. After engaging in the Central Ohio Shared Micro-Mobility Program led by the City of Columbus, Veoride, Inc. (Veo) was selected as the preferred operator during the joint selection process with agency partners: the cities of Columbus, Dublin, Upper Arlington and The Ohio State University. Staff introduced Veo and the Central Ohio Shared Micro-Mobility Program at the April 7, 2025, Council meeting. The memo from that meeting is attached for your reference, which provides additional details regarding the overall program, whereas this memo highlights the key terms of the Agreement and operational parameters. Response to the Central Ohio Shared Micro-Mobility Program RFP Six proposals were received and evaluated by the steering committee comprised of the agency partners. Four of the six proposals provided dockless solutions, and two were docked. Office of the City Manager 5555 Perimeter Drive • Dublin, OH 43017 Phone: 614.410.4400 Memo Memo re. Resolution 30-25 – Authorizing the City Manager to enter into a Service Level and Revenue Sharing Agreement between Veoride, Inc. and the City of Dublin, Ohio April 15, 2025 Page 2 of 4 Vendor Dockless Solution Docked Solution Veo  Spin  Lime  Trip  Tandem Mobility  Drop Mobility  The previous bike-share operator for Columbus, CoGo/Lyft, did not submit a proposal. All dockless models rely on geofencing to manage clutter in the right-of-way and designated parking areas such as bike corrals, bike racks or mobility hubs. Veo was selected based on the strength of its proposal, financial model, operational abilities and vehicle types. Veo launched operations in Columbus on March 15, 2025. Key Terms of the Agreement The proposed agreement with Veo includes operational restrictions, parking management, fleet distribution, revenue sharing and does not include a public subsidy. In fact, Veo commits the company to a minimum in-kind investment of $60,000 toward public infrastructure to support the Central Ohio Shared Micro-Mobility Program across all participating jurisdictions. As discussed during the April 7, 2025 Council meeting, examples could be trash/recycling receptacles, parking corrals, pavement markings and signs. Staff will work with Veo to identify appropriate locations for parking corrals, additional bike racks and how best to support our special events, such as the Dublin Irish Festival. Initial Launch Period The initial launch of the Dublin fleet is expected to last approximately 45 days, from April 30, 2025, to June 15, 2025, with a total of 50 devices deployed. In preparation for the Memorial Tournament, taking place from May 29 to June 1, 2025, Veo will increase the number of devices available for citywide rides. Bicycle and micro-mobility parking will be available at two locations at the Memorial Tournament: one location near the intersection of Memorial Drive and Kinross Court and one location off Dublin Road near the 6th hole of Muirfield Village Golf Club. After the Memorial Tournament, the number of devices will return to the initial launch period cap of 50 until June 15, 2025. Veo will grow the Dublin fleet based on ridership demand, with a total device cap of 125 in the post-launch period and will be placed at points of interest such as parks with bike racks. Pricing Veo’s standard pricing for riders will apply as follows during the initial launch period: Device Type Model Name Unlock Cost Cost Traditional pedal bike Halo pedal bike - $0.50/30 minutes E-bikes Halo-e Class I e-bike $1.00 $0.25/minute Apollo Class II e-bike $1.00 $0.42/minute Cosmo class II e-bike $1.00 $0.39/minute Scooters Cosmo seated scooter $1.00 $0.39/minute Astro stand-up scooter $1.00 $0.39/minute Memo re. Resolution 30-25 – Authorizing the City Manager to enter into a Service Level and Revenue Sharing Agreement between Veoride, Inc. and the City of Dublin, Ohio April 15, 2025 Page 3 of 4 User pricing may be adjusted after the initial launch period. Veo and the City may mutually agree to establish other pricing arrangements through special programs or partnerships. Creation of such third-party programs and any associated pricing structures require written agreement from the City prior to execution with a third-party partner. Veo must also maintain consistent pricing across all its operations in Central Ohio. Agreement Duration The proposed Agreement with Veo will last approximately four years, through December 31, 2029, which is consistent with the Central Ohio Shared Micro-Mobility Program. Dublin may terminate the agreement at any time with 90-day notice. At the end of the term, Dublin may choose to extend or terminate the agreement. Estimated Revenue from Device Fees The proposed device fees and trip fees are expected to generate about $3,850 for Dublin in 2025. Following the feedback from Council at the April 7, 2025, meeting, staff will reinvest this revenue into the micro-mobility program in the form of public infrastructure and educational/safety materials. The revenue sharing from fine collection was increased from 50 percent to 75 percent, resulting in a modest increase in the program's revenue. Revenue Type Estimated Revenue in 2025 Initial Launch - Device Fees $675 Post Launch - Device Fees $2,790 Trip Fees $385 Multi-jurisdictional Trip Fees No data is available to determine estimated revenue. TOTAL $3,850 Operational Parameters The operational restrictions established with Bird will continue under Veo, including, but not limited to: • Mandatory parking locations to successfully end rides to keep the right-of-way tidy • No-ride zones in parking garages and select streets, such as the Rock Cress Garage and Longshore Street • Slow zones, such as the pedestrian bridge, which limit device speeds to 10 miles per hour • Restriction from the travel lanes of all roadways with speed limits higher than 25 miles per hour, and along Bridge Street and High Street Service levels defined in the agreement must be met by Veo each month or remedied within 10 business days to avoid penalties such as liquidated damages. Veo’s fleet will operate scooters and bicycles without the need for docking stations, similar to the experience that Dublin riders previously had with Bird devices. Veo’s dockless system relies on geofencing technology in devices to manage potential clutter in the right-of-way. Mandatory compliance for Veo device parking will be designated at bike racks, bike corrals and other parking areas. Current geofencing technology enables dockless parking compliance and Veo is working on the next generation of micro-mobility parking technology to ensure the right-of-way is free of clutter. Memo re. Resolution 30-25 – Authorizing the City Manager to enter into a Service Level and Revenue Sharing Agreement between Veoride, Inc. and the City of Dublin, Ohio April 15, 2025 Page 4 of 4 A local Veo team, based in Columbus, will manage the Dublin fleet for device rebalancing and battery replacements throughout the City. The Veo fleet management team is responsible for neatly staging devices at designated parking locations every day. The team also remotely monitors each device's status, flagging operational issues such as extended idle times and low battery charges. Veo has trained staff to make device repairs in the field and swap batteries when needed. Recommendation Staff recommends approval of Resolution 30-25 to authorize the City Manager to enter the Service Level and Revenue Sharing Agreement with Veo to operate micro-mobility devices in the City of Dublin, beginning April 30, 2025. To: Members of Dublin City Council From: Megan O’Callaghan, City Manager Date: April 1, 2025 Initiated By: Jean-Ellen Willis, PE, Director of Transportation & Mobility J.M. Rayburn, AICP, Planner II Re: Central Ohio Shared Micro-Mobility Program - Veo Introduction Summary Bird operations ended in January 2025 due to the removal of their fleet in Dublin and in anticipation of Veoride, Inc. (Veo) deploying devices this spring as a part of the Central Ohio Shared Micro-Mobility program. The purpose of this update is to introduce Veo, their devices and key terms of the proposed agreement, such as revenue sharing, device type distribution and costs to rent devices. Concurrently, staff is progressing on draft micro-mobility Code modifications for Council’s future consideration. Background Council adopted Resolution 29-24 on June 3, 2024, which extended the micro-mobility pilot project for an additional twelve-month period. During this time, staff engaged in the Central Ohio Shared Micro-Mobility Program led by the City of Columbus. Veo was selected as the preferred operator during the joint selection process with municipal partners. Central Ohio Shared Micro-Mobility Program The City of Columbus requested Dublin staff participate in the evaluation of the Central Ohio Shared Micro-Mobility Program. Six proposals were received and evaluated by the steering committee comprised of the City of Columbus, Dublin, Upper Arlington and Ohio State staff. Of the six proposals, three were chosen for interviews with the steering committee. Veo was selected based on the strength of its proposal, financial model, operational abilities and vehicle types. Veo launched operations in Columbus on March 15, 2025. CoGo, Bird and Lime have all discontinued local operations but Spin will continue to operate scooters in Columbus through 2025 following a lawsuit filed by Spin in December 2024 against the City of Columbus’ Department of Public Service in U.S. District Court. The lawsuit alleged that the City of Columbus failed to follow its own stated evaluation criteria in awarding Veo an exclusive micromobility contract. Overview of Veo Veo is a woman-owned company that was founded in 2017 and launched its first bikeshare fleet at Purdue University. Since then, the company expanded its fleet and operations, becoming the first profitable company in the micromobility industry by 2020. Driven by its mission to reduce car dependency, Veo aims to make car-free transportation accessible to all. Today, the company facilitates millions of bike and scooter rides annually across more than 50 cities in North America. Office of the City Manager 5555 Perimeter Drive • Dublin, OH 43017 Phone: 614.410.4400 Memo Memo re. Central Ohio Shared Micro-Mobility Program – Veo Introduction April 1, 2025 Page 2 of 6 Micro-mobility Fleet Staff anticipates the initial launch of the Dublin fleet on April 30, 2025, and will last approximately 45 days. Dublin will continue to coordinate with the City of Columbus after the launch date to ensure consistency across the region. The proposed devices to launch in Dublin are as follows: Traditional pedal bike E-bike Scooter Halo pedal bike Halo-e Class I e-bike Cosmo seated scooter - Apollo Class II e-bike Astro stand-up scooter - Cosmo class II e-bike - Similar to the first phase of deployment of Bird scooters for the micro-mobility demonstration pilot, staff recommend a cap of 50 Veo devices for the first 45-day launch period. Staff will conduct audits during this time to ensure operational parameters are in place and functioning correctly. By the end of the initial launch period, the project team will establish a fleet expansion plan, including a target number of devices and target dates for a fleet expansion. Staff anticipates that the final size for Dublin will be about 125 devices, which is consistent with the previous operator’s fleet size. All fleet expansions will be approved by staff and are subject to the City’s assessment of Veo's satisfactory performance. Figure 1: Halo Pedal Bike specifications Figure 2: Halo e-Bike specifications Figure 3: Apollo Class 2 e-Bike specifications Figure 4: Cosmo Class 2 e-Bike specifications Memo re. Central Ohio Shared Micro-Mobility Program – Veo Introduction April 1, 2025 Page 3 of 6 Figure 5: Cosmo Seated Scooter specifications Figure 6: Astro Stand-up Scooter specifications Key Terms of Proposed Agreement The draft agreement with Veo includes operational restrictions, parking management, fleet distribution, revenue sharing and, most importantly, no public subsidy. In fact, the City of Columbus’ contract with Veo commits the company to a minimum in-kind investment of $60,000 toward public infrastructure to support the Central Ohio Shared Micro-Mobility Program. Examples of public infrastructure could be benches, trash/recycling receptacles, bike racks, parking corrals, pavement markings, glow pavers and signs. Revenue Sharing In exchange for permission to operate in the City of Dublin, Veo proposes to compensate the City in accordance with the following per device fee schedule: Device Type Model Name Fee Traditional pedal bike Halo pedal bike $0/year E-bike Halo-e Class I e-bike $0/year E-bike Apollo Class II e-bike $20/year E-bike Cosmo class II e-bike $20/year Scooter Cosmo seated scooter $20/year Scooter Astro stand-up scooter $90/year Device Type Distribution The proposed Veo fleet will comprise a minimum of 40 percent seated vehicles and 60 percent standing upon the initial launch and a minimum of 50 percent seated vehicles by the end of the initial launch period. Estimated Revenue from Device Fees Fees will be assessed based on the number of vehicles of each type deployed each quarter. For the initial launch period, staff anticipate annual revenues from device fees of at least $675. Launch Period Devices Annual Fee Quarterly Fee Approx. Revenue – 6/30/25 60% standing 30 $90 $22.50 $675 40% seated 20 $0 to $20 $0 to $5 $0 to $100 100% total 50 - - $675 to $775 Memo re. Central Ohio Shared Micro-Mobility Program – Veo Introduction April 1, 2025 Page 4 of 6 Post Launch Devices Annual Fee Quarterly Fee Approx. Revenue – 7/1/25 to 12/31/2025 50% standing 62 $90 $22.50 $2,790 50% seated 63 $0 to $20 $0 to $5 $0 to $630 100% total 125 - $2,790 to $3,420 Cost to Rent Devices Veo’s standard pricing for riders will apply as follows at launch: Device Type Model Name Unlock Cost Cost per Minute Traditional pedal bike Halo pedal bike $0.50 30 min. allowance E-bike Halo-e Class I e-bike $1.00 $0.25/minute E-bike Apollo Class II e-bike $1.00 $0.42/minute E-bike Cosmo class II e-bike $1.00 $0.39/minute Scooter Cosmo seated scooter $1.00 $0.39/minute Scooter Astro stand-up scooter $1.00 $0.39/minute Estimated Revenue from Trip Fees For standard-priced trips, the following trip fee schedule will apply: Device Type Model Name Trip Fee Traditional pedal bike Halo pedal bike $0/trip E-bike Halo-e Class I e-bike $0.05/trip E-bike Apollo Class II e-bike $0.05/trip E-bike Cosmo class II e-bike $0.05/trip Scooter Cosmo seated scooter $0.05/trip Scooter Astro stand-up scooter $0.05/trip Should Veo’s 2025 ridership mirror Bird’s 2024 ridership, the City could potentially receive about $385 from trip fees, assuming $0.05 per trip. There are some rides that will have reduced or no trip fees. These include rides taken on the traditional Halo pedal bikes and riders with a monthly Veo membership subscription. Veo offers two memberships that have a reduced fee of $0.00 per trip or have their associated trip fees waived altogether. It is unclear at this time to what extent reduced or waived trip fees associated with Veo memberships will impact revenue projections. Vehicle Type 2024 Bird Ridership Veo Trip Fee Estimated Fee Revenue Scooter 7,759 rides $0.05/trip $385 Multi-jurisdictional Trip Fees Staff anticipate the Cities of Columbus, Dublin, Upper Arlington and Bexley along with the Ohio State University to execute an agreement with Veo in 2025. Grandview Heights has also shown interest. Any trip that crosses a municipal boundary will be subject to the following allocation of trip fees, provided that each jurisdiction has executed a concurrent revenue-sharing agreement with Veo. The origin jurisdiction receives $0.03 per standard trip or $0.00 per Veo membership trip. The destination jurisdiction receives $0.02 per standard trip or $0.00 in the case of a membership trip. Memo re. Central Ohio Shared Micro-Mobility Program – Veo Introduction April 1, 2025 Page 5 of 6 Origin Jurisdiction Destination Jurisdiction Fee Allocation to Dublin (standard trip) Dublin Columbus $0.03 per trip Columbus Dublin $0.02 per trip When combined with the proposed device fees for the initial launch and post-launch and trip fees using 2024 Bird ridership data, staff conservatively estimates trip revenue fees for the City in 2025 to be about $3,850. Staff recommends reinvesting this revenue into the micro-mobility program in the form of public infrastructure and educational/safety materials. Fee Type Estimated Minimum Revenue in 2025 Initial Launch - Device Fees $675 Post Launch - Device Fees $2,790 Trip Fees $385 Multi-jurisdictional Trip Fees No data is available to determine estimated revenue. TOTAL $3,850 Additionally, Veo proposes to share 50 percent of all fines issued to users for violation of rules, regulations and applicable City laws, including but not limited to the parking of devices in unauthorized locations or in an unauthorized manner within the City of Dublin. Payment of all ridership fees and fines are proposed to be paid to the City in four installments on or about the following dates for the duration of the Agreement: March 31, June 30, September 30, and December 31. Staff expect the proposed Agreement with Veo to expire in about four years, or on December 31, 2029, which is consistent with the Central Ohio Shared Micro-Mobility Program. Operational Parameters The operational restrictions established with Bird will continue under Veo, including, but not limited to, no-ride zones in parking garages and certain streets, slow zones, and prohibiting devices from riding in the travel lanes of roadways with a speed limit higher than 25 miles per hour. Veo’s fleet will operate scooters and bicycles without the need for docking stations. The dockless system requires mandatory compliance for Veo device parking at bike racks and other designated parking areas. To highlight mandatory parking requirements, staff will work with Veo on updating micro-mobility safety materials for Dublin’s fleet. Figure 7 shows an updated version of educational materials for Veo scooters and bicycles in Dublin. Memo re. Central Ohio Shared Micro-Mobility Program – Veo Introduction April 1, 2025 Page 6 of 6 Figure 7: How Dublin Rolls with Veo Safety Card Next Steps Staff plan to present a resolution for Council’s consideration at the next Council meeting on April 21, 2025, that would authorize the City Manager to enter into an Agreement with Veo to deploy and operate a micro-mobility fleet in Dublin. Additionally, staff will present draft Code modifications for micro-mobility devices to Council at a future meeting in 2025 and will request one final extension to suspend code for the micro-mobility pilot program as the final micro-mobility code language is reviewed. Recommendation Staff are seeking feedback on the following items: 1. Regarding Veo’s upfront investment for device parking infrastructure, a. Is Council supportive of including benches, trash/recycling receptacles, bike racks, parking corrals, pavement markings, glow pavers and signs as possible investments? b. Are there other examples of micro-mobility device parking infrastructure that Council supports? c. Are there specific locations in the city that Council wants to prioritize for investment in micro-mobility public infrastructure? 2. Other considerations that Council would like to be incorporated into the Program. SERVICE LEVEL AND REVENUE SHARING AGREEMENT BETWEEN VEORIDE, INC. AND THE CITY OF DUBLIN, OHIO This Service Level and Revenue Sharing Agreement (“Agreement”) is entered into this ____ day of ________ , 202__ (“Effective Date”) by Veoride, Inc., a Delaware Corporation (“Veo”) and the City of Dublin, Ohio (the “City”), each of which hereafter may be referred to individually as a “Party” and collectively as the “Parties.” WHEREAS, the City desires to overhaul and expand its existing micromobility program in order to provide a positive user experience and to advance broader goals related to equity, sustainability, economic development, and community livability; and WHEREAS, the City has selected Veo to serve as the provider for the Dublin and Central Ohio Shared Mobility Program and intends to use this Agreement to memorialize the Parties’ obligations, expectations, and anticipated key performance indicators; and WHEREAS, this is a living document that may be revised periodically to reflect changes in policies, procedures, practices, or trends; NOW, THEREFORE, per the terms and conditions contained herein, and good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree as follows: 1. Term. The initial term of this Agreement shall be 5 years, commencing on the Effective Date through December 31, 2029 (the “Initial Term”), unless terminated earlier in accordance with Section 16 hereof. Upon expiration of the Initial Term, the term of this Agreement may be extended through modification of this contract. 2. Services. This Agreement shall function as a license pursuant to which the City agrees to permit Veo to operate shared mobility devices for hire within the public rights-of-way of Dublin in exchange for the payment of certain fees delineated in Section 7. a. Service Level Agreements and/or Revenue Sharing Agreements between Veo and other parties may vary from the terms of this Agreement, unless otherwise stated herein. b. Veo shall notify the City of any proposed third party agreements prior to execution of said agreements, including any substantive differences to the terms of this Agreement. c. Veo shall provide final executed copies of any agreement between Veo and a third party entity in the Central Ohio Region, and any subsequent modifications thereto. 3. Fleet. a. Fleet Launch (“Launch”) shall constitute a 45-day period of device deployment commencing on or before April 30, 2025, and ending no later than June 15, 2025. b. Upon Launch, Veo shall commit to deploying a maximum of 50 devices during the initial 45-day period. c. Veo shall take all actions within its ability to ensure delivery of the fleet deployment described herein. Any circumstance outside of Veo’s control, such as shipping delays, natural disasters or other unforeseen circumstances, shall not be considered grounds for penalty or breach of contract as further specified in Section 15, provided that Veo has made all reasonable efforts to ensure production and delivery occur within agreed upon timeframes. Veo shall notify the City of any anticipated delays in device delivery that would impact Launch at the earliest time possible. d. Unless otherwise agreed to between the City and Veo, the fleet shall comprise a minimum of 40% seated vehicles when the Launch period commences and a minimum of 50% seated vehicles by the end of the 45-day Launch period. e. Approved vehicles at Launch are as follows and as further specified in Exhibit A: i. Astro stand-up scooter ii. Cosmo seated scooter iii. Cosmo class II e-bike iv. Apollo Class II e-bike v. Halo-e Class I e-bike vi. Halo pedal bike f. During the initial Launch period, the City shall conduct audits to ensure operational parameters are in place and functioning properly. , At the conclusion of the 45-day Launch, Veo and the City shall conduct a system assessment and may mutually agree to establish a Fleet Expansion Plan, including a target number of devices and target date(s) for a future fleet expansion. The anticipated maximum fleet size shall be approximately 125 devices, subject to agreement between the City and Veo. All fleet expansions must be approved by the City and are subject to the City’s assessment of satisfactory performance by Veo, per agreed upon performance metrics as established in Section 4. g. Throughout the term of this Agreement, Veo and the City commit to collaborating on deploying additional types of devices dependent on demand and need, including but not limited to E-Cargo, E-Trike, and wheelchair devices. h. It shall be the sole responsibility of Veo and at Veo’s sole cost to replace or repair lost, stolen or vandalized devices. In circumstances where such issues may impact operable fleet deployments for extended periods, Veo shall notify the City at the earliest time possible and present a schedule for rectifying the issue. i. Veo shall provide the City 30-days’ notice in advance of introducing new device types or device models to the fleet or of intent to remove certain device types from the fleet. Such fleet changes shall be subject to approval by the City before implemented. j. Nothing in this Agreement shall limit the ability of other municipalities or participating agencies to specify minimum deployment thresholds within their jurisdictions, or to limit their ability to restrict the deployment and operation of specific device types within their jurisdictions. k. All City approvals or denials for fleet expansions or adjustments shall be issued in writing and considered to be part of this Agreement. 4. Service Level Agreements. a. Service Level Agreement Reports. On a mutually agreed schedule, Veo will submit to the City a performance report on or before the 15th day following the close of the reporting period on its performance against each of the Service Level Agreements (SLAs) in Exhibit B. For example, a performance report for a reporting period which closed January 31 must be provided by February 15. The City reserves the right and has ten (10) business days to audit the submitted performance report and request changes based on actual and documented data that is shared with Veo. Veo shall have the subsequent ten (10) business days to make changes and submit an updated report which shall be considered the final report for a given period absent City objection or subsequent requested revision. The final accepted report shall be the definitive source of information with respect to Veo’s performance of the SLAs during that reporting period. If Veo disputes the requested changes or data, both Parties shall engage in good faith to resolve the dispute regarding the requested change or data. Failure to submit a report per the agreed schedule shall be grounds for Liquidated Damages, as defined in the appropriate SLA, and the City may seek remedy in accordance with the term set forth in Exhibit B. In addition, any of the SLAs in Exhibit B shall be deemed as not met for any period for which Veo does not submit a report or if a report is found to be incomplete for a particular SLA without prior notification to the City by Veo. b. Failure to Meet Expectations. If in any given month (following Launch) Veo does not achieve the criteria established by each SLA within the stated acceptable range as stated within Exhibit B, and if, in the subsequent ten (10) business days, Veo has not remedied the deficiency, then the Liquidated Damages may be applied and paid for each violated SLA until the acceptable range pursuant to Exhibit B has been achieved for each violated SLA. Before applying Liquidated Damages for a violation, the City will provide Veo the opportunity to meet and discuss the violation and consider information provided by Veo, and the City will not unreasonably impose Liquidated Damages. c. List of Service Level Agreements. Veo, the City, and where relevant, regional partners, will establish a set of Service Level Agreements (SLAs), which may include acceptable ranges and/or variance, within thirty (30) days of execution of this Agreement. Performance metrics and measures, incentives or penalties, and reasonable thresholds for meeting expectations shall be established and documented in Exhibit B, to be appended to this Agreement. Each SLA, upon execution, is hereby incorporated by reference into this Agreement. SLAs include, but are not limited to: i. System ● Uptime ● Operable/Deployed Fleet Size ● Fleet mix (seated vs non-seated; other form factors) ● Utilization ii. Coverage Area ● System Coverage Area iii. Digital Policy and Data Reporting ● Digital display and enforcement of system coverage area and speed limits ● API integration implementation and maintenance ● Mobility Data Specification implementation and maintenance ● Open Global Bikeshare Feed Specification integration and maintenance iv. Vehicles ● Vehicle Condition and Inspections ● Vehicle Maintenance and Repair ● Dockless Vehicle Issue Responsiveness and Resolution (i.e., Improper Parking) ● Docked Vehicle Issue Responsiveness and Resolution v. Docks and Parking Areas ● Parking Areas and Operator Requirements ● Dock Condition and Inspections ● Dock Maintenance and Repair ● Dock Issue Responsiveness and Resolution vi. Reporting and Plans ● Fleet and Trip Data ● Monthly and Annual SLA/performance reporting ● Rebalancing Plans ● Opportunity Zone pricing plans ● Infrastructure Investment Plan ● Fleet Expansion Plans ● Updates to Maintenance Schedule, Technician Field Tests vii. Performance Incentives and Penalties 5. Deployment and Management a. Veo shall Deploy vehicles according to Exhibit B. b. Data Sharing and Specification i. Veo shall provide the City or its designee with accurate and authenticated data on its entire fleet for all trips in the system through documented Application Programming Interfaces (APIs) built to the Mobility Data Specification (MDS) including Provider, Policy, and/or Agency and future APIs as required by the City. The City will determine which version of MDS released by the Open Mobility Foundation (OMF) is required, and the City will have the option to require newly approved versions to be supported 90 days from OMF approval. ii. The City will specify in Exhibit B the API endpoints that are required to be sent to the City by Veo and the API endpoints and fields that will be provided to Veo by the City. The City may update the required APIs and endpoints at any time and Veo will be expected to conform to any new requirements within a reasonable timeframe thereafter. The City may opt to use the MDS Requirements feature. iii. Veo shall collect and share operational data with the City or its designee through APIs that are defined by the MDS “Provider” specification, including but not limited to the following APIs or endpoints: 1. Trips; 2. Operator deployments; 3. status changes; 4. a real-time status feed; and 5. other end points as they are added to the specification. iv. The City shall endeavor to establish additional controls which may include, but are not limited to: additional geofences, required parking zones, special deployment hubs, or contextually appropriate neighborhood needs. These digital controls will be encoded in the MDS Policy API. v. Veo’s MDS-compliant APIs must allow the City or its designee to query and obtain all current and historical deployed-device and trip data for the entire system. Veo shall also expose a publicly-available General Bikeshare Feed Specification (GBFS) feed accessible through its website. c. Nothing in this Agreement shall be construed as limiting the ability of any private property owner, other municipality, or The Ohio State University from requesting geofencing or otherwise restricting the use of Veo devices on their properties or within their jurisdictional rights-of-way. i. Veo shall inform the City of any such request or restriction and shall maintain a comprehensive database of all such restrictions, to be made available to the public within the Veo app, and to the City and/or its designated third party data aggregation platform. ii. Veo shall endeavor to make reasonable accommodation of such requests; however, Veo shall also endeavor to minimize undesirable impacts or interruptions to the customer experience for lawful use of Veo devices within adjacent City rights-of-way. d. Any request by a third party, whether public or private, to restrict the operation of Veo devices within the City of Dublin public right-of-way through the use of geofencing or any other means, shall be subject to approval by the City, excepting circumstances of public emergency as declared by the Department of Public Safety, Division of Police, or other law enforcement agency having jurisdictional authority. i. In circumstances of public emergency, Veo shall notify the City of any requests or restrictions issued from an authorized law enforcement agency in a timely manner. This may include the unlocking of the entire system for use as a means of evacuation by the general public during an emergency event. Non-emergency requests from third parties for restrictions within the City right-of-way shall not be implemented without written approval from the Department. Veo shall notify the Department of any such requests and shall direct the requesting party to engage directly with the Department to confirm an agreed upon approach to resolve the issue of concern. ii. The City may request restrictions to the operation of Veo devices on real property owned by the City (i.e., outside of the public right-of-way). e. The City or its designee or partners may conduct audits of Veo’s fleet and geofences to ensure deployed fleet devices and associated geofences are captured accurately in the various APIs across the system. The City is not required to disclose the audit to Veo before the audit has been completed. The City or its designee will establish procedures for the audit, including audit frequency and definition and selection of audit samples. Compliance targets and potential penalties will be established in Exhibit C (future SLA section). 6. Pricing. a. Veo standard pricing shall apply as follows at Launch: i. Astro and Cosmo: $1.00 unlock, $0.39/minute ii. Apollo: $1.00 unlock, $0.42/minute iii. Halo-e: $1.00 unlock, $0.25/minute iv. Halo pedal: $0.50/30 minutes b. Veo membership pricing shall apply as follows at Launch: i. VeoPlus Premium: $6.99/month - no unlock fees, standard per-minute pricing ii. VeoPlus Commuter: $14.99/week - 2 rides, up to 30-minutes per day iii. VeoAccess: $5/month - one free ride up to 30-minutes per day, $0.20 / minute thereafter. No unlock fees. iv. Subsequent changes to membership pricing and benefits shall be subject to the same terms as established in the preceding section for standard pricing. v. Subsequent changes to membership pricing and benefits shall be subject to the same terms as established in the preceding section for standard pricing. c. The Standard and Membership pricing described above shall be in effect at Launch, but Veo can flexibly price devices to consumers throughout the term of this Agreement. d. Special Membership Programs. Veo and the City may mutually agree to establish other pricing arrangements through special programs or partnerships, such as Transportation Demand Management (TDM) programs with private entities, transit integration programs with the Central Ohio Transit Authority and/or its partners, and/or other types of targeted membership programs. e. Regional Consistency. Consistent with the terms of Section 2 hereof, Veo shall maintain a consistent pricing schedule across all of its operations in the Central Ohio market and shall not implement alternate pricing schedules in other municipalities or through agreement with other third parties without prior written agreement by the City of Dublin. Any agreements with other municipalities or third party partners shall conform to the pricing terms of this Agreement. 7. Revenue Sharing. In exchange for the license conferred to Veo by the City in Section 2 hereof, Veo agrees to compensate the City in accordance with the following fee schedule: a. Vehicle fees: Fees shall be assessed based on deployed total vehicles of each type per quarter. i. Astro stand-up scooter: $90/year ii. Cosmo seated scooter: $20/year iii. Apollo Class II e-bike: $20/year iv. Halo-e Class I e-bike: $0/year v. Halo pedal bike: $0/year b. Trip fees: For standard priced trips, the following trip fee schedule shall apply. i. Standard price Astro, Cosmo, Apollo: $0.05/ trip ii. Standard price Halo-e Class I e-bike: $0.05 / trip iii. Standard price Halo pedal bike: $0 / trip iv. Opportunity Price trips: $0 / trip v. VeoPlus Premium trips: $0 / trip vi. Access and Commuter Membership trips: $0 / trip c. Multi-jurisdictional Split Trip fees: Any trip that crosses a municipal boundary shall be subject to the following allocation of trip fees, provided that each jurisdiction has executed a concurrent revenue sharing agreement with Veo. i. The origin jurisdiction shall receive $0.03/trip ii. The destination jurisdiction shall receive $0.02 / trip iii. For multi-jurisdictional trips that only originate or end (but not both) within the City of Dublin, a multi-jurisdictional Split Trip Fee shall only be applied if the other jurisdiction has also executed a revenue sharing agreement with Veo or the City. For trips ending or originating in a non-revenue sharing jurisdiction, the City shall receive the entirety of the trip fee. iv. Any Split Trip originating or ending on The Ohio State University campus shall be considered a multi-jurisdictional trip subject to Split Trip fees. v. In no circumstance shall Veo be subject to duplicate trip fees assessed to a single trip. A Multi-jurisdictional Split Trip Fee as described herein shall not be considered a duplicate trip fee. d. Enforcement fines. Veo shall remit to the City 75% of all fines, fees or surcharges issued to users for violation of rules, regulations and/or applicable City laws, including but not limited to the parking of devices in unauthorized locations or in an unauthorized manner within the City of Dublin. User violations occurring within another municipality or on the campus of The Ohio State University shall be subject terms of the agreement with those entities. i. The specific penalty and associated fine structure is outlined in Exhibit B. ii. If in any case a third party agreement is executed with a more restrictive fine structure and/or a more substantial fine sharing structure, those same terms shall be offered to the City as a modification to this term of agreement. e. Payment of such fees or fines shall be tendered to the City in four installments payable on or about the following dates for the term of this Agreement: March 31, June 30, September 30, and December 31. 8. Infrastructure Investment. Veo has committed to an in-kind investment of $60,000 toward public infrastructure to support the Columbus and Central Ohio Shared Mobility Program, including but not limited to the implementation of device parking infrastructure. One half of this investment ($30,000) will be committed within the first year of the Initial Term of their Agreement. Veo and the City of Columbus have mutually agreed to develop an Infrastructure Investment Plan within 90 days of Launch. It is the City’s expectation that regional partner jurisdictions – including Dublin – shall participate in the development of the Infrastructure Investment Plan and that said plan shall identify mutual expectations for investments across the multi-jurisdictional system. Veo shall be responsible for securing any necessary permits for any infrastructure to be installed by Veo or its designee(s), unless otherwise waived by the City or other regional partner having jurisdictional authority over the public right-of-way or real property. Whenever possible, the City shall waive any applicable permit fees. 9. Parking Rules. a. Shared mobility devices may be parked upright at any of the following locations or as otherwise specified in Exhibit B: i. at bike racks or Light-Weight Stations (Exhibit E) ; 1. Veo intends for all pedal, or pedal-assisted electric bikes to exclusively park at bike racks, bike corrals, and/or Light-Weight Stations or any other shared mobility device parking station as designated by the City and may, through agreement with the City, require riders through technological means to park exclusively at such facilities. 2. Not more than 50 percent of a public bike rack shall be used for parking Veo devices. ii. at any designated parking location in the Veo App; iii. in the furniture zone, amenity zone, or other portion of a sidewalk, leaving adequate space for pedestrian travel, except where such locations are restricted through geofencing requirements as agreed upon with the City; and iv. any private property location approved by the property owner. b. Veo shall educate users on applicable parking rules through in-app reminders and any other available tools it has at its disposal to help aid and improve parking outcomes, including but not limited to its Virtual Parking Coach. c. Veo agrees to take escalating corrective action against users who violate applicable parking rules, including, but not limited to, for devices left obstructing the public right-of-way and in curb ramps. The specific penalty system is outlined in Exhibit B. d. Harsher penalties, up to and including permanent suspension, will be imposed for parking violations related to the obstruction of sidewalks and curb ramps in violation of the Americans with Disabilities Act, and other egregious or persistent violations that pose a significant risk to public safety. 10. Performance Reviews. The Parties mutually agree performance reviews will be conducted periodically throughout the term of this Agreement focusing on key benchmarks and operational issues. Such reviews will be conducted at least once annually, with the exception of the first and second years of operation, during which performance reviews will occur on more frequent intervals. In the first year following Launch, performance reviews will be conducted on or about at the ninety (90) day, six (6) month, and one (1) year intervals, with the frequency increasing to semi-annually in the second year and annually in subsequent years of the Term. a. Performance reviews will be subject to specific Service Level Agreements and Performance Metrics to be mutually agreed upon within 30 days of execution of this Agreement. See Exhibit B. 11. Compliance with Local Law. At all times, Veo shall comply with all local ordinances applicable to Veo’s operations, including all pertinent sections of Ohio Revised Code and the Dublin City Codes. The City anticipates developing and/or amending Code provisions specific to micromobility devices. Veo shall be given a reasonable opportunity to provide feedback on potential code provisions. However, Veo shall comply with all final code provisions/amendments specific to micromobility devices. a. City Income Taxes. Veo hereby agrees to withhold and pay all City income taxes due or payable under the provisions of Chapter 35, Dublin Code of Ordinances, for wages, salaries and commissions paid to its employees and further agrees that any of its subcontractors shall be required to agree to withhold and pay any such city income taxes due under said chapter for services performed under this Agreement. The City shall have no duty to pay or such obligations. b. Public Records Requests. Veo acknowledges the City, as a political subdivision of the State of Ohio, is subject to Ohio Revised Code Chapter 149, known as the Ohio Public Records Act, and has a statutory obligation to provide all public records, including this Agreement and all other documents, notes, emails, etc., related to this Agreement, upon request, unless such records are specifically exempted from disclosure pursuant to the Ohio Public Records Act or a legal injunction. 12. Save Harmless / Indemnification. Veo shall protect, indemnify and save the City harmless from and against any damage, cost, or liability, including reasonable attorneys’ fees, resulting from claims for any or all injuries to persons or damage to property arising from intentional, willful or negligent acts or omissions of Veo, its officers, employees, agents, or subcontractors. The City will not indemnify Veo and is prohibited from doing so. 13. Workers’ Compensation. Veo shall comply with all Workers’ Compensation laws of the State of Ohio. Proof of coverage shall be attached to this Agreement as Exhibit C. 14. Insurance. Veo shall carry at least the minimum amounts listed below of Commercial Liability Insurance (Bodily Injury and Property Damage) naming the City as an additional insured. Within 14 days of the Effective Date of this Agreement, Veo shall provide a Certificate of Insurance to the City: Commercial General Liability: Comprehensive Automobile Liability: Each Occurrence $1,000,000 Each Accident $1,000,000 Aggregate $2,000,000 Aggregate $1,000,000 15. Contract Termination. If either the City or Veo violates any material term or condition of this Agreement or fails to fulfill in a timely and proper manner its obligations under this Agreement, then the aggrieved party shall give the other party (the “responsible party”) written notice of such failure or violation. The responsible party will correct the violation or failure within ninety (90) calendar days or as otherwise mutually agreed. If the failure or violation is not corrected, this Agreement may be terminated immediately by written notice from the aggrieved party. The option to terminate shall be at the sole discretion of the aggrieved party. When it is in the best interest of the City, the City may terminate this Agreement, in whole or in part by providing ninety (90) calendar days’ written notice to Veo prior to the effective date of termination. If this Agreement is so terminated, the City is liable only for payments required by the terms of this Agreement for services received and accepted by the City. This termination for convenience provision in the preceding sentence shall not apply during the 2025 Calendar Year. 16. Governing Law and Remedies. This Agreement shall be governed in accordance with the laws of the State of Ohio and the ordinances, statutes and provisions of the Dublin City Codes and Charter. All claims, counterclaims, disputes and other matters in question between the City, its agents and employees, and Veo arising out of or relating to this Agreement or its breach will be decided in the Franklin County Court of Common Pleas, County of Franklin, State of Ohio. 17. No discrimination for reason of race, color, national origin, religion, sex, genetic information, pregnancy, age, ancestry, military status, sexual orientation, gender identity, marital status, veteran’s status, or disability shall be permitted or authorized by Dublin and/or Veo in connection with the Services. 18. Nonexclusive Remedies. The remedies provided for in this Agreement shall not be exclusive but are in addition to all other remedies available under the law. 19. Relationship of the Parties. Nothing in this Agreement shall be construed as creating a joint venture or other similar relationship. The relationship of the Parties created by this Agreement is strictly as licensor and licensee. 20. Severability. In the event any of the provisions of this Agreement shall be held to be invalid by any court of competent jurisdiction, the same shall be deemed severable, and as never having been contained herein, and this Agreement shall then be construed and enforced in accordance with the remaining provisions hereof. 21. Modifications. This Agreement may be amended only by further written instrument referring to this Agreement and the provisions to be modified therein and signed by the authorized representatives of each Party. The execution of any SLA referred to in Exhibit B shall not be considered a modification of this Agreement. 22. Assignment. The License granted hereunder is considered personal to Veo and is conditioned on the City’s continued operation of its micromobility program and the continued validity of the Service Agreement between the City and Veo. Neither this Agreement nor any of the rights granted thereunder may be assigned or otherwise transferred, in whole or in part by either Party. Any such assignment or transfer shall be considered null and void and shall be grounds for the immediate termination of this Agreement. 23. Notice. Any notice required or permitted hereunder will be deemed effective when sent by electronic mail to: Veo City Joe Bott –Jbott@veoride.com Jeff Hoover – Jhoover@veoride.com Jean-Ellen Willis – jwillis@dublin.oh.us J.M. Rayburn – jrayburn@dublin.oh.us Megan O’Callaghan – MOCallaghan@dublin.oh.us Copy to: Legal@veoride.com phartmann@fbtlaw.com 24. Entire Agreement. This instrument represents the entire agreement of the Parties regarding the granting of the License described herein and supersedes all other agreements or understandings, except that, upon execution, each SLA referred to in Exhibit B is incorporated herein by reference. 25. Authorized Representatives. Subject to applicable law, the persons signing below on behalf of each Party warrant and represent that they have full authority to sign this Agreement and to bind the Party on whose behalf they are signing to the terms and conditions hereof. 26. Required Attachments. The following documents are hereby incorporated into and made part of this Agreement: a. Exhibit A – Device Type and Specifications b. Exhibit B – Service Level Agreements (upon execution) c. Exhibit C – Workers’ Compensation Certificate IN WITNESS WHEREOF, each Party has executed this Agreement by its duly authorized representative and by doing so, hereby affirm that the Agreement is enforceable on behalf of and against each Party as of the date first written above. VEORIDE, INC. CITY OF DUBLIN, OHIO By:_________________________________ By:__________________________________ Alex Keating Megan O’Callaghan Head of Policy & Partnerships City Manager Date:____________________ Date:____________________ APPROVED AS TO FORM By:____________________________ Philip K. Hartmann Dublin Law Director Date:___________________ Exhibit A – Device Type and Specifications Exhibit B – Service Level Agreements To be completed upon execution per the terms of Section 4 herein. 0127206.0607929 4899-8527-1604v2