2049 Municipal Mobility Working GroupApril 5,2O19
Ms. Traci Hnuchin, City Clerk
City ofSanford
P.O.Box 1788
Sanford, Florida 32772-17QQ
Re: Amendment tothe Interlocal Agreement between the Cities mfAltamonte Springs, Lake Mary,
Longwood, Maitland and Sanford "Municipal Mobility Working Group"
Dear Ms. Hnuchin:
Thank you for providing the original signature page for the above stated project. Enclosed, is one certified
copy of the fully executed document.
Should you need anything additional, please contact me at (407) 571-8122 or via email at
Sincerely,
CITY OFALTAMONTESPRINGS
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Angela K4.Appersnn, MMC
City Clerk
Enclosure
225 Newburyport Avenue I Altamonte Springs, FL 32701 vo,,IwAtamonteorc
To whom itmay concern:
|, Angela M. Apperson, hereby attest and certify that the attached copy of the Amendment to
Interlocal Agreement between the Cities ofAltamonte Springs, Lake Mary, Longwood, Maitland, and
Sanford, AKA "Municipal Mobility Working Group" consisting of21pages isatrue and correct copy,
made byme, ofthe original held bythe City ofAltamonte Springs.
By my hand and the City Seal of Altamonte Springs, this 5th day of Al2.�b 2019.
bm
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Angela M. Aoperson, K8K4C
City Clerk
225 NevwbUrypOrtAvenue |Altamonte Springs, FL3270l vwwvvAtanODOte.Org
AMENDMENT TO INTERLOCAL AGREEMENT BETWEEN THE CITIES OF
ALTAMONTE SPRINGS, LAKE MARY, LONGWOOD, MAITLAND, and SANFORD
THIS AMENDMENT is to that certain Interlocal Agreement made and entered into by
the last party on the 23rd day of May, 2016, by and between the Cities of Altamonte Springs, Lake
Mary, Longwood, Maitland and Sanford ("Original Agreement`').
WITNESSETH:
WHEREAS, the Cities of Altamonte Springs, Lake Mary, Longwood, Maitland and
Sanford (the "Cities") entered into the Original Agreement which extended the pilot project
initiated between the City of Altamonte Springs and Uber to all the Cities, and created the
"Municipal Mobility Working Group" consisting of all the Cities, which allowed all the Cities
to work together on similar mobility challenges within and between their jurisdictions.
WHEREAS, the pilot project has successfully concluded, and the parties desire to amend
the Original Agreement, specifically to continue the Program established by the pilot project and
expand same to include other Transportation Network Company Providers and to enable all parties
to continue to enjoy the mutual benefits that the Original Agreement provides, and to attach the
draft Transportation Network Company Provider Agreement template for use by all the Cities;
NOW, THEREFORE, in consideration of the mutual understandings and agreements
contained in this Amendment, the parties agree to amend the Original Agreement as follows:
1. Replace the sixth Whereas clause in its entirety with the following: "WHEREAS, the
pilot program for SunRail accessibility and congestion management through a pilot
relationship between the City of Altamonte Springs and Uber expired on July 5, 2018;"
2. Replace the seventh Whereas clause in its entirety with the following: "WHEREAS,
the cities wish to continue the Program established in the pilot project initiated between
the City of Altamonte Springs and Uber by establishing a process to request
applications for Transportation Network Company Providers;"
3. Replace Section 2. in its entirety with the following: "The Cities intend to act as urban
labs in order to allow new innovations and mobility solutions to be implemented."
4. Replace Section 5. in its entirety with the following: "The Cities agree to a cooperative
intergovernmental purchasing process that will secure future providers of mobility
solutions through Request for Applications (RFA) processes. The City of Altamonte
Springs will be the lead agency in the procurement process for the RFAs. The
Municipal Mobility Working Group (MMWG) members will serve as the application
review committee to review the applications received through the procurement process
and to determine whether they meet the minimum qualifications. This agreement
Page 1 of 7
149
For the City of Altamonte Springs, a Florida Municipal Corporation:
Mayor Date
ATTEST:
City Clerk
-w
Page 3 of 7
041111111 013"I"I'MIG ill TZITION,
For the City of Longwood, a Florida Municipal Corporation:
7
Mayor A?ro Date
ATTEST:
City e L& nqz
Page 5 of 7
Z=
AMENDMENT TO INTERLOCAL AGREEMENT BETWEEN THE CITIES OF
GS
For the City of Sanford, a Florida Municipal Corporation:
Mayor
U—SUMN
&acj 14ouompn, CPO, Pcpk
City Clerk 31 I JO
Attachments:
Exhibit A — Draft Transportation Network Company Provider Agreement
Page 7 of 7
Page 2 of 14
Exhibit "A"
c. "City" shall mean the [Insert City Name], a municipal corporation.
d. "Citywide Completed Trip" is defined as rides that are not deemed a SunRail
Completed Trip or a Participating Area Completed Trip and that begin and
end within the Citywide Map Area.
e. "Citywide Map Area" is the area set forth within the City of [Insert City Name],
as shown in Exhibit B where riders are able to input a Promo Code, In -app
view or other user-friendly input, for rides that begin and end within the
Citywide Map Area.
f. "Citywide Maximum" is defined as the maximum c 'bution amount from
the City for each Citywide Completed Trip, whit a maximum of 20% of
the first $25.00 (which is equal to $5.00) of th to the Rider.
g. "Confidential Information" is defined as cont d exempt under the
Public Records Act consisting of proprie usines hnical or financial
information or materials of a party ("D* ming Party") ed to the other
party ("Receiving Party") in connect iththe Agreemen, ther orally or
in physical form, and shall inclu terms the Agreem al"
h. "Digital Network" shall mean a aline- ed technology application
service, website, or system offere y a TNC which enables the
prearrangement of rides with the TN r.
i. "Geofence" is a virdItua hic bou within the digital network that
provides the user thea e Pro de when they enter or leave
the Participating Cities Are
j "In -app View is defined a 0 ro ital Network displayed to the
user that pr ccess t scount in an user-friendly setting.
k. "Marks" efin s the tr ,marks, service marks, trade names, logos,
sloga d other" 6tifyipg bots and indicia of a party ("Licensor")
I. 1 mobil king up" is the working group established
betwee Springs, Lake Mary, Longwood, Maitland
San at are wor g collectively to address similar mobility
es and between those jurisdictions.
"Parti 9 , 'Maximum" is defined as the maximum contribution
_
amount the ' for each Participating Area Completed Trip, which
contributio a maximum of 20% of the first $25.00 (which is equal to $5.00)
of the cost he rider.
n. rticipa Cities Completed Trip" is defined as a ride that is not deemed a
a
pleted Trip and begins within the Participating City Map Area
an within the Citywide Map Area.
o. "Parti pating Cities Map Area" include the overall areas within the Cities of
Altamonte Springs, Lake Mary, Longwood, Maitland and Sanford as shown
in Exhibit C where riders are able to input a Promo Code, In -app view or
other user-friendly input, for rides that begin and end within the Participating
Cities Map Area.
p. "Promo Code" is the code entered into the digital network, In -app view or
other user-friendly input that provides the discounted fee to the rider as set
forth in this Agreement.
q. "Rider" means an individual who uses a digital network to connect with the
Page 4 of 14
Exhibit "A"
requested trip, (iii) must provide a Global Positioning System (GPS) map of the
location of the TNC vehicle before and during the rider's trip, and (iv) the application
must establish the geofence area and must allow the rider to input the Promo Code,
In -app view or other user-friendly input, to receive the discounted fees as set forth in
this Agreement. The Digital Network and related online -enabled application must be
submitted to the Cities for their review within 60 days from the date that this
Agreement is signed. Once this has been reviewed and determined to be
acceptable by the Cities, the Promo Code can go into effect for all users. At that
time, the Cities will begin reimbursement of the discouye 0es as determined by
this Agreement.
6. City Provided Discounts. For all trips that are requ�R a mpleted through the
Approved Provider's digital network using the rro Cod app view or other
user-friendly input, the following shall apply:
a. CITYWIDE COMPLETED TRIP: T agrees to pay sof the fee for
any rides that (i) are requested I Romp et through the al network
using the In -App View and (ii) are ee unRail Completed Trip or a
Participating Area Completed Trip -egin and end within Citywide
Map Area during the Active Hours a "Citywide Completed Trip").
Notwithstanding the f , City sharesponsible for a maximum of
20% of the first $25 ("Ci m") itywide Completed Trip; if a
Citywide Completed Trip tex 1Ci e Maximum, the Rider who
received such ride will be d f e t over the Citywide Maximum.
b. SUNRAIL TED T e City agrees to pay 25% of the fee for any
rides tha re r sted a ompleted through the digital network using
the In- iew an begin e City's SunRail Station and end within the
area nated i id ap Area within the modified boundary for
the TN I th =a during the Active Hours or begin inside
,Citywi p Area an nd at the City's SunRail Station during the
our ch, a "SunRail Completed Trip"). Notwithstanding the
foreg ity be responsible for a maximum of 25% of the first $25
("Sun at xim per SunRail Completed Trip; if a SunRail Completed
Trip cost e eds the SunRail Maximum, the Rider who received such ride
will be bille r the amount over the SunRail Maximum.
C. RTICIP.. NG CITIES COMPLETED TRIP: The City agrees to pay 20%
r any rides that (i) are requested and completed through the
dig ork using the In -App View and (ii) are not deemed a SunRail
Com eted Trip and (iii) begin within the area on the Participating Cities Map
Area and end inside of the Citywide Map Area during the Active Hours (each,
a "Participating Cities Completed Trip"). Notwithstanding the foregoing, City
shall be responsible for a maximum of 20% of the first $25 ("Participating
Area Maximum") per Participating Cities Completed Trip; if a Participating
Cities Completed Trip cost exceeds the Participating Area Maximum, the
Rider who received such ride will be billed for the amount over the
Participating Area Maximum.
Page 6 of 14
Exhibit "A"
Code, In -App view, or other applicable interface from the Digital Network. The
Approved Provider must send out two initial emails to all users in the geofence area,
spaced one week apart, once the Promo Code, In -App view or other user-friendly
input goes into effect. After the initial emails, the Approved Provider must send out
emails on a quarterly basis, to all users within the geofence area that are not
already using the Promo Code. The Cities shall approve all marketing messages
developed by the Approved Provider prior to their release to the public users.
Unless otherwise expressly set forth in this Agreement, neither party may issue a
press release or otherwise refer to the other party in a m
r with respect to the
Agreement, without the prior written consent of such o arty.
11. Other Mobility Services — The scope of the sery I ,r d by this Agreement
may be expanded to include other mobility sol ti s for t efit of the Cities.
These additional mobility solutions may inclu tare not lime participation in
the creation of Mobility as a Service (Ma applications, micr -ility services
such as shared electric scooters and N s, large.shuttle vehic rvices and
autonomous vehicle services.
12. Charges and Rates. All charges and rates fo s provided to Riders described in
this Agreement shall be se roved Pr r. The City shall not upcharge
or increase the actual fare I U0 ider u om that which is calculated
via their Digital Network, nor sh e i ad nal fees or charges on the
Approved Provider user in relatii-h Ao ruse of the Digital Network in
connection with thisa0k*ment.
13.
a. On a edyb ro Provider shall send an invoice to the City
for the Provided Discounts as set forth in Section
is ent. All Fee 'are due within the timelines set forth in the
rom yment Act. The owing party shall be responsible for any
�o
sales, r va dded taxes imposed by any taxing authority with respect
to the Fe aya ereunder, provided that an owing party shall not be
liable for a axes related to the income of the other party. Each party shall
e respon for its costs and expenses associated with its performance
er the eement.
ame, in c/o Recipient Name
'Address
b. The Approved Provider shall provide one written certification of the total
amount billed to the City during the annual term, which shall be executed by
the Approved Provider's head of finance or individual of similar seniority and
knowledge within the organization.
c. Upon the City's reasonable prior written request, which shall not occur more
than twice during each annual term, the Approved Provider shall provide to
the Cities within 30 days from the time of request, a map displaying rounded
latitude/longitude points representing individual pick up and drop off locations
Page 8 of 14
Exhibit "A"
of said request and shall not make an immediate disclosure in order to provide the
Approved Provider with a reasonable opportunity to seek judicial intervention
concerning the potential disclosure of the Approved Provider's Confidential and/or
Trade Secret Information. If the Approved Provider informs the City in writing of its
intent to seek a court order barring disclosure, the City agrees to withhold requested
information to the extent permitted by law.
17. Assignment. The Agreement may not be assigned, in whole or in part, by a party
without the prior written consent of the other party, provi that each party may
assign this Agreement to (a) an affiliate of such party, or upon notice to the other
party, in connection with the sale of all or substantif such party's equity,
business or assets. The Agreement shall be bin nd shall inure to the
benefit of each party hereto and its respective swc sors an'i"
itted assigns. All
assignees must be credit worthy TNCs.
18. Taxes. The City represents that it is a
payment of sales, use and excise ta)
and e pt from the
19. Default.
a. The failure on the part proved er to comply in any substantial
respect with any of the f thisent shall be grounds for a
forfeiture of the Approve "D such forfeiture shall take
effect until the City has se u ved Provider written notice of
default, whi shall the nature and extent thereof.
b. The App Pr ler sha ve thirty (30) days following the notice of
defaul correct e sam Jf the Approved Provider protests the
reas leness iety o City's declaration, said protest shall be
served t J ithin ten (10) days following receipt by the
rove er of the Ci s notice.
W-1 an p
'A proved Provider cannot agree as to the reasonableness
or pro o q. City'sdeclaration of default, then the issue shall be
promptly mitt o non-binding arbitration. Three arbitrators shall
constitute oard of Arbitration, one arbitrator to be selected by the City,
one by the proved Provider and one by the arbitrators so selected. The
and of rators shall notify the City and the Approved Provider of their
I'll I n of the reasonableness and propriety of the City's declaration of
de - - t later than thirty (30) days following submission of the issue to the
d. The purpose of this section is to enable the City and the Approved Provider
to resolve by arbitration such differences, as they may be unable to resolve
by mutual agreement. Nothing contained herein shall be construed to limit or
restrict the legal rights and powers of the City or the Approved Provider.
20. Intellectual Property.
a. License to Marks; Restrictions. The term "Marks" shall mean the trademarks,
service marks, trade names, logos, slogans and other identifying symbols
Page 10 of 14 Exhibit "A"
materials used or provided by such party as part of the Agreement, will not
infringe or otherwise violate the intellectual property rights, rights of publicity
or other proprietary rights of any third party.
b. Disclaimer. Except as set forth herein, each party makes no representations,
and hereby expressly disclaims all warranties, express or implied, regarding
its services or products or any portion thereof, including, without limitation,
any implied warranty or merchantability or fitness for a particular purpose and
implied warranties arising from course of dealing or course of performance.
23. Indemnity. To the extent allowed by the Laws of the of Florida, each party
(the "Indemnifying Party") will indemnify, defend and armless the other party
(the "Indemnified Party"), its affiliates and thei,, p- directors, officers,
employees, agents, successors and assigns a i v t all cl .,damages, losses
and expenses (including reasonable outside 'ey fees) wit ect to any third
party claim arising out of or related to (a negligence or wil isconduct of
Indemnifying Party and its employee Q. F ag ents their perfo ce of the
Agreement, (b) a breach (or claim tha, ue, w e a breach) of any of the
Indemnifying Party's representations or in the Agreement, or (c) the
infringement of a third party's intellectual pro rights by the Indemnifying Party's
Marks, but only if such Mar been us the
Indemnified Party in the
manner approved by the Inde The Imnified Party shall provide
prompt notice to the Indem an 'otential claim subject to
indemnification hereunder. The I m g ill assume the defense of the
claim through c , - - signat it and easonably acceptable to the
Indemnified Pa I e I nifyin rty will not settle or compromise any claim,
or consent to ntry of judgm without written consent of the Indemnified
Party, whi "ll not ason withheld. The Indemnified Party will
reasonably co at ifying Party in the defense of a claim, at
IndemnAvina Pa i e se. This araciraph and the provisions herein is not to be
co wai
the City of its sovereign immunity, except to the extent
d purs to n 768.28, Florida Statutes, as this statute may be
ended from to ti ach party further agrees that nothing contained herein
I e construed a interpreted as denying to any party any remedy or defense
a le to such ies under the laws of the State of Florida, nor as a waiver of
sove I mu of the City beyond the waiver provided for in Section 768.28,
Florida t, . s this statute may be amended from time to time. Thus, City's
maximum under this paragraph for all claims, including contract claims, shall
be the limits liability set forth in Section 768.28(5), Florida Statutes, regardless of
the type or basis of claim, loss, judgment, injury, or demand at issue.
24. Limits of Liability. Except for a party's indemnification obligations or for a breach of
confidentiality, in no event shall either party be liable for any indirect, punitive,
incidental, exemplary, special or consequential damages, or for loss of business or
profits, suffered by the other party or any third party arising out of this Agreement,
whether based on contract, tort or any other legal theory, even if such party has
been advised of the possibility of such damages.
Page 12 of 14
Exhibit "A"
Proceed is issued by the City. A notice to proceed will not be given to the Approved
Provider until all Cities in the MMWG have executed their related Agreements with the
Approved Provider.
Page 14 of 14
ACCEPTANCE BY APPROVED PROVIDER
Exhibit "A"
The foregoing agreement provided for herein and all the terms and conditions hereof
are hereby accepted, approved and agreed to this day of
2019.
Exhibit A — Interlocal Agreement and First Amendment Between the Cities of Altamonte
Springs, Lake Mary, Longwood, Maitland and Sanford
Exhibit B — Citywide Map Areas
Exhibit C — Participating Area Map Area
Exhibit D - Trip Data Letter