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1777* UBER 1st AmdmtFIRST AMENDMENT TO PILOT PROJECT AGREEMENT COVER SHEET This First Amendment to Pilot Project Agreement Cover Sheet ("First Amendment") is entered ip, t�-oas of July 6, 2017 ("First Amendment Effective Date"), and is subject to the Pilot Project Agreement Cover Sheet dated as of5l m 2016 ("Cover Sheet") by and between LIBER TECHNOLOGIES, INC., located at 1455 Market Street, Suite 400, San Francisco, CA 94103 ("Uber") and t4e party listed below ("City"), as amended by the First Amendment to Pilot Project Agreement Cover Sheet dated as of _9 —1,L4, 20 ("First Amendment"). Undefined capitalized terms used herein shall have the meanings set forth in the Cover Sheet, as amended, unless otherwise expressly provided herein. City Information: City Name: City of Sanford City Address: P.O. Box 1788 Sanford, FL 32772-1788 City Contact: Norton N. Bonaparte, Jr., City Manager Norton. Bonaparte@SanfordfLgov 407-688-5009 Uber Contact: Kasra Moshkani Pilot Project End Date: General Manager, Uber Florida City Obligations: kasra@uber.com In the Cover Sheet, and as part of a Pilot Project, City agreed to provide subsidized transportation to Uber users who use the Uber App to arrange for transportation for rides that begin and end within the Map Area. The parties wish to amend the Cover Sheet upon all of the same terms and conditions of the Cover Sheet, as follows: Pilot Project Details: Pilot Project Overview: The 1s' paragraph in this section of the Cover Sheet is hereby replaced in its entirety, as follows: "The Pilot Project involves City providing subsidized transportation to Uber users who arrange for transportation for rides that (i) begin and end within Sanford or (ii) begin within one of the "Participating Areas" and end within Sanford as set forth on the map attached hereto as Attachment 1("Map Area") and as more particularly described below. For purposes hereof, the "Participating Areas" shall mean Altamonte Springs, Lake Mary, Longwood and Maitland." The other bullets in this section remain unchanged and in full force and effect. Pilot Project End Date: The Pilot Project shall expire on July 5, 2018. City Obligations: The 1St bullet in this section of the Cover Sheet is hereby replaced in its entirety, as follows: • There will be three different types of subsidized trips in connection with the Pilot Project: SunRail Completed Trip, Participating Area Completed Trip, and Citywide Completed Trip. o SUNRAIL COMPLETED TRIP: During the Pilot Project, City agrees to pay 25% of the fee for any rides that (i) are requested and completed through the Uber App using the In -App View and (ii) begin at the City's SunRail Station and end within the area designated as the city wide area within the modified boundary for Uber on the Map Area ("Citywide Map Area") during the Active Hours or begins inside the Citywide Map Area and ends at the City's SunRail Station during the Active Hours (each, a "SunRail Completed Trip"). Notwithstanding the foregoing, City shall be responsible for a maximum of 25% of the first $25 ("SunRail Maximum") per SunRail Completed Trip; if a SunRail Completed Trip cost exceeds the SunRail Maximum, the Uber user who received such ride will be billed for the amount over the SunRail Maximum. o PARTICIPATING AREA COMPLETED TRIP: During the Pilot Project, City agrees to pay 20% of the fee for any rides that (i) are requested and completed through the Uber App using the In -App View and (ii) are not deemed a SunRail Completed Trip and (iii) begin within one of areas designated as a Participating Area on the Map Area ("Participating Area Map Area") and end inside of the Citywide Map Area during the Active Hours (each, a "Participating Area Completed Trip"). Notwithstanding the foregoing, City shall be responsible for a maximum of 20% of the first $25 ("Participating Area Maximum") per Participating Area Completed Trip; if a Participating Area Completed Trip cost exceeds the Participating Area Maximum, the Uber user who received such ride will be billed for the amount over the Participating Area Maximum. o CITYWIDE COMPLETED TRIP: During the Pilot Project, City agrees to pay 20% of the fee for any rides that (i) are requested and completed through the Uber App using the In -App View and (ii) are not deemed a SunRail Completed Trip or a Participating Area Completed Trip and (iii) begin and end within Citywide Map Area during the Active Hours (each, a "Citywide Completed Trip"). Notwithstanding the foregoing, City shall be responsible for a maximum of 20% of the first $25 ("Citywide Maximum") per Citywide Completed Trip; if a Citywide Completed Trip cost exceeds the Citywide Maximum, the Uber user who received such ride will be billed for the amount over the Citywide Maximum. The 2nd bullet in this section of the Cover Sheet is hereby replaced in its entirety, as follows: • SunRail Trips, Participating Area Completed Trips and Citywide Completed Trips are sometimes hereinafter collectively referred to as "Completed Trips". The 3`d bullet in this section of the Cover Sheet is hereby replaced in its entirety, as follows: • SunRail Maximum, Participating Area Maximum and Citywide Maximum are sometimes hereinafter collectively referred to as "Maximum". The 4th bullet in this section of the Cover Sheet is hereby replaced in its entirety, as follows: • Uber will calculate the costs to be invoiced to the City as follows: All SunRail Completed Trips and all Citywide Completed Trips shall be billed to the City of Sanford and all Participating Area Completed Trips that end within the City's geo-fence will be billed to the City. Such billings shall be consistent with the discount structure herein. The other bullets in this section remain unchanged and in full force and effect. Other Terms ( The 1St bullet in this section of the Cover Sheet is hereby replaced in its entirety, as follows: On a monthly basis during the Term of the Agreement, Uber will provide an anonymized report to City detailing the total amount billed to City during the Term of the Agreement, including the following categories of data: (i) date, (ii) total trip count, (iii) average duration, (iv) average distance, (v) aggregate total fares, (vi) aggregate total SunRail Completed Trip fares, (vii) aggregate total Participating Area Completed Trip fares, (viii) aggregate total Citywide Completed Trip fares and (ix) aggregate Total Pilot Project Fees (collectively, "Trip Data"). All Trip Data provided by Uber to City shall be submitted in a form similar to the letter attached hereto as Attachment 2 ("Trip Data letter") and any such Trip Data (including the Trip Data letter) are confidential and proprietary trade secret information shall be treated as confidential and exempt from public disclosure pursuant to Fla. Stat § 815.045. The 2nd bullet in this section of the Cover Sheet is hereby replaced in its entirety, as follows: ® Uber will provide an invoice to the City at the conclusion of the Pilot Project. At the City's option, it may request periodic estimates of cost during the Pilot Project. The other bullets in this section remain unchanged and in full force and effect. This First Amendment consists of this First Amendment, the Cover Sheet, Uber's Pilot Project Terms and Conditions ("Pilot Project Terms") and the First Amendment to Pilot Project Terms and Conditions ("Pilot Project Terms First Amendment"). In the event of a conflict between this First Amendment and the Cover Sheet, the Cover Sheet shall control. An authorized representative of each party has caused this First Amendment to be duly executed as of the date set forth below. IN WITNESS HEREOF, the parties hereto have executed this First Amendment as of the First 4mendment Effective Date. UBER By: �/ / Name: _ f em R,,.r 4 �4m Title: 6e,-0141 A%ndblf Date: �/1 sr/,7 V City of Sanford, Florida Jeff Triplett, Mayor Attest: Cynthlb Porter, City Clerk For use and reliance of the Sanford City Commission only. Approved as to form and le alit . William L. Colbert, City Attorney CITY By: _ Name: Title: Date: & II Le ---1 7 Participating Areas Altamonte w+ea vuvsn N /�'+.�.R+++uuf:a SCI �19c�w msrl 4n3CAf Y ' SII. {1 i Lake Mary Legend; y Lake Mary r Maitland "Map Area" Citywide Map Area Sanford Danford Uber Pilot Area a " L.e%,y6iSf3 C v , SUORall Statiotl a c saw y r „ s: s 4 7 A i � F i i %Xd" GC r AWPOrt 1 i � t , Danford Uber Pilot Area