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Item C15 C.15' i�` County of Monroe �y,4 ' ?, "tr, BOARD OF COUNTY COMMISSIONERS Mayor Michelle Coldiron,District 2 �1 nff `_ll Mayor Pro Tem David Rice,District 4 -Ile Florida.Keys Craig Cates,District 1 Eddie Martinez,District 3 w Mike Forster,District 5 County Commission Meeting January 20, 2021 Agenda Item Number: C.15 Agenda Item Summary #7694 BULK ITEM: Yes DEPARTMENT: Airports TIME APPROXIMATE: STAFF CONTACT: Richard Strickland(305) 809-5200 N/A AGENDA ITEM WORDING: Approval of a First Amendment to Airport Operating Agreement with Lyft, Inc., to operate its transportation network business at the Key West International Airport through June 30, 2022, and includes incremental increases in the per trip fee paid to the Airport. ITEM BACKGROUND: Lyft has been operating at the Airport since July 1, 2017. The current ground transportation resolution (GTR) 4141-2017 was adopted by the BOCC to allow TNCs to operate at the Airport. This amendment will align Lyft's agreement to end at the same time as Uber's operating agreement. Current$3.00 per trip fee increases to $3.25 on January 1, 2021, and to $3.50 on January 1, 2022. PREVIOUS RELEVANT BOCC ACTION: On November 14, 2017, the BOCC approved the initial three-year agreement with Lyft. CONTRACT/AGREEMENT CHANGES: adds two additional years to original agreement and includes incremental increases in the per trip fee paid to the Airport STAFF RECOMMENDATION: Approval. DOCUMENTATION: KWIA - LYFT - 1st AMENDMENT Jan.2021 FINANCIAL IMPACT: Effective Date: 07/01/2020 Expiration Date: 06/30/2022 Total Dollar Value of Contract: varies each month based on pick up activity at the airport Total Cost to County: n/a Packet Pg. 502 C.15 Current Year Portion: Budgeted: Yes Source of Funds: CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: If yes, amount: Grant: County Match: Insurance Required: Yes Additional Details: REVIEWED BY: Richard Strickland Completed 01/05/2021 4:01 PM Pedro Mercado Completed 01/05/2021 4:18 PM Purchasing Completed 01/05/2021 4:18 PM Budget and Finance Completed 01/05/2021 4:27 PM Maria Slavik Completed 01/05/2021 4:47 PM Liz Yongue Completed 01/05/2021 4:56 PM Board of County Commissioners Pending 01/20/2021 9:00 AM Packet Pg. 503 C.15.a FIRST AMENDMENT -AIRPORT OPERATING AGREEMENT MONROE COUNTY LYFT, INC. THIS FIRST AMENDMENT TO THE AIRPORT OPERATING AGREEMENT (the "Agreement") is hereby made and entered into on 19t' day of August, 2020, by and between Lyft, Inc., ("Operator"), and Monroe County ("County"). Operator and County are sometimes hereinafter referred to individual as a "Party" or collectively as the"Parties". E WHEREAS, on the 17" day of November, 2017, the parties entered into an Airport Operating Agreement (hereafter, "Original Agreement") at the Key West E International Airport (the "Airport") with a commencement date July 17, 2017; and 2 WHEREAS,the term of the original agreement was for a period of 3 years; and WHEREAS, the Airport Operating Agreement has been mutually beneficial to both parties; NOW, THEREFORE, in consideration of the promises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: Section 1. Paragraph 2 of the original agreement is amended to read: C44 N 2. TERM: COMMENCEMENT DATE: TERMINATION 2.1. Term. This Agreement shall be effective on the Commencement Date and shall be in effect for a period of 2 years thereafter. 2.2. Commencement Date. The "commencement date" shall be deemed to be July 17, 2020. Section 2. Sub-paragraph 1.6 of the original agreement is amended to read: 1.6. Geo-Fence. Operator shall establish a Geo-Fence with the boundaries depicted in Exhibit A and shall notify affiliated Drivers about the geo-fence boundaries. The Geo-Fence exists to ensure the efficient flow of vehicles through the Airport pick up and drop off areas. Operator shall not permit affiliated Drivers to accept a new Trip to pick up passengers when the Driver, or Vehicle, is located inside of the Geo-Fence, E unless otherwise approved by County. Section 3. Paragraph 4 of the original agreement is amended to read: 4. FEES AND REPORTING 4.1. Defined Terms. As used in this Agreement, the following capitalized terms 1 Packet Pg. 504 C.15.a shall have the following meanings: (a) "Trip" means; i) each instance in which a Driver affiliated with an Operator enters Airport property and makes one or more stops to pick up one or more _ passengers on Airport property. (b) "Per Trip Fee" means a fee of$3.00 for each Trip. .E i) On January 1, 2021, the Per Trip Fee will increase to $3.25 ii) On January 1, 2022, the Per Trip Fee will increase to $3.50 (c) "Monthly Fee" means the product of the following: (i)the number of Trips conducted by the Operator's Vehicles in one calendar month, and (ii)the Per Trip Fee then in effect Section 4. Except as set forth in Section 1, Section 2 and Section 3 of this First Amendment to the Airport Operating Agreement, in all other respects, the terms and conditions of the Original Agreement remain in full force and effect. IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives to execute this Agreement on the date first written above. N (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA w By Mayor/Chairman WITNESS LYFT U- INC. By: By: Printed: Printed: Miranda Scott E Title: Title: Director, Airports P ROVEAljP ! FORM#�3'U�Y PEDJ40 J a D, to 1/5/21 2 Packet Pg. 505 C.15.a DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 07/02/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT Aon Risk Insurance Services West, Inc. NAME: San Francisco CA Office (A/CN o.Ext): C866) 283-7122 A/C.No.: (800) 363-0105 r.. 425 Market Street E-MAIL Suite 2800 ADDRESS: San Francisco CA 94105 USA INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Lexington Insurance Company 19437 0) Lyft, Inc. INSURER B: 185 Berry St, suite 5000 San Francisco CA 94107-2503 USA INSURER C: ¢ INSURER D: INSURER E: 0) INSURER F: 2 COVERAGES CERTIFICATE NUMBER:570082883784 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CD CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR LTR TYPE OF INSURANCE INSAuuD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY POLICY Exv LIMITS A X COMMERCIAL GENERAL LIABILITY -6777T77077EACH OCCURRENCE $1,000,000 CLAIMS-MADE X❑OCCUR SIR applies per policy terns & condi ions $100,000 PREMISES Ea occurrence MED EXP(Any one person) h�^ PERSONAL&ADV INJURY $1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: "ISK GENERAL AGGREGATE $2,000,000 X POLICY ❑PRO ❑LOC JECT .,I """ - PRODUCTS-COMP/OP AGG $2,000,000 q.� �- ,,.- OTHER: 7 - "' .. �+ SIR/Deductible $500,000 w AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT P' ®"""""'—"" Eaaccident CD ANY AUTO �� BODILY INJURY(Per person) OWNED SCHEDULED BODILY INJURY(Per accident) AUTOS ONLY AUTOS ryT Per accident HIRELYD AUTOS NON-OWNED GL Coverage OnlyPROPERTY DAMAGE ON AUTOS ONLYLLJ UMBRELLALIAB OCCUR EACH OCCURRENCE EXCESS LIAB CLAIMS-MADE AGGREGATE DED I RETENTION UJ WORKERS COMPENSATION AND PER STATUTE I OTH- EMPLOYERS'LIABILITY Y/N ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT ¢' OFFICER/MEMBER EXCLUDED? ❑ N/A y (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE r If yes.describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Proof of insurance for Lyft, Inc. RE: Airport Operating Agreement between Monroe County and Lyft, Inc. to operate at the Key West International Airport. The Monroe County Board of County Commissioners, its employees and officials are included as Additional Insured in accordance with the policy provisions on the General Liability policy where required by written contract but only with respect to liability arising out of the Named Insured's Operations. ti 4 � CERTIFICATE HOLDER CANCELLATION ¢' SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. �r-I Monroe County BOCC AUTHORIZED REPRESENTATIVE i 1100 Simonton St. Key West FL 33040 USA e�4'an ✓La6ifc��sd�ctan�c ��t�uac�d d6%d��nu � ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Packet Pg. 506 l ® DATE(I ?C.15.a A`� CERTIFICATE OF LIABILITY INSURANCE 09/25/2020 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI: CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE! BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement of this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT MARSH RISK&INSURANCE SERVICES NAME: PHONE FOUR EMBARCADERO CENTER,SUITE 1100 (A/C,No Ext: FAX No): CALIFORNIA LICENSE NO.0437153 E-MAIL SAN FRANCISCO,CA 94111 ADDRESS: r INSURER(S)AFFORDING COVERAGE NAIC# CN 1 09337515-AOSWC-PDGWX-20 A Air INSURER A7 INSURED INSURER B:Greenwich Insurance Company 22322 Lyft,Inc. 185 Berry St.,Suite 5000 INSURER C: G7 San Francisco,CA 94107 INSURER D:Safety National Casualty Corp. 15105 INSURER E: ¢' INSURER F: COVERAGES CERTIFICATE NUMBER: SEA-003501241-57 REVISION NUMBER: 16 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOI INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI: CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS ¢' LTR INSD WVD POLICY NUMBER MM/DD MM/DD COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ � CLAIMS-MADE1:1 OCCUR DA0. MAGE TO RENTED PREMISES Ea occurrence $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ �y POLICY❑ PRO ❑ LOC PRODUCTS-COMP/OP AGG $ JECT OTHER: $ B AUTOMOBILE LIABILITY RAD500056302 10/01/2020 10/01/2021 COMBINEDINGLELIMIT Ea accidentS $ 1,000 ANY AUTO BODILY INJURY(Per person) $ CD B OWNED SCHEDULED RAD500055002 10/01/2020 10/01/2021 BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident t8 X Symbol10 X Primary $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ LLJ EXCESS LIAB CLAIMS-MADE AGGREGATE $ DED RETENTION$ $ D WORKERS COMPENSATION LDS4060725 07/01/2020 07/01/2021 X PER OTH- AND EMPLOYERS'LIABILITY Y/N STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ 1,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ 1,000 If yes,describe under 1,000 r DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Proof of insurance for Lyft,Inc re:AIRPORT OPERATING AGREEMENT between Monroe County and Lyft,Inc.to operate at the Key West International Airport. The Monroe County Board of County Commissioners,its employees and officials shall be included as additional insureds on the Automobile Liability policies where required by written contract but only with respec liability arising out of the Named Insured's operations. Auto Liability policies evidenced above include Personal Injury Protection. Auto Policy#RAD500056302 evidenced above provides coverage for Period 1. 0) U CERTIFICATE HOLDER CANCELLATION Monroe County BOCC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI 1100 Simonton St. THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED II Key West,FL 33040 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh Risk&Insurance Services Jenna Boyce ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Packet Pg. 507 ENDORSEMENT # 030 C.15.a This endorsement, effective 12:01 AM 07/01/2020 Forms a part of policy no.: 065463589 Issued to: LYFT, INC. By: LEXINGTON INSURANCE COMPANY THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED REQUIRED BY WRITTEN CONTRACT SCHEDULE Name of Person or Organization: ANY PERSON OR ORGANIZATION YOU ARE REQUIRED TO INCLUDE AS AN ADDITIONAL INSURED BY A WRITTEN CONTRACT A. Section II - Who Is An Insured is amended required by the written contract or to include the person or organization shown written agreement. This endorsement ' in the Schedule above that you are required shall not increase the Limits of to include as an additional insured on this Insurance stated in the Declarations >- policy by a written contract or written under Item 3. Limits of Insurance agreement in effect during this policy period pertaining to the coverage provided and executed prior to the "occurrence" of the herein. "bodily injury" or "property damage." 4. The insurance provided to such an B. The insurance provided to the above additional insured does not apply to described additional insured under this "bodily injury" or "property damage" Z endorsement is limited as follows: arising out of an architect's, engineer's 1. COVERAGE A. BODILY INJURY AND or 1. surveyor's rendering of or failure PROPERTY DAMAGE (Section I - to render any professional services Coverages) only. including: 2. The person or organization is only an i The preparing, approving or failing to y additional insured with respect to liability prepare or approve maps, shop r arising out of "your work" or "your drawings, opinions, reports, surveys, product" for that additional insured. field orders, change orders, or 3. In the event that the Limits of Insurance drawings and specifications; and provided by this policy exceed the Limits ii Supervisory, inspection, architectural of Insurance required by the written or engineering activities. contract or written agreement, the 5. This insurance does not apply to "bodily insurance provided by this endorsement injury" or "property damage" arising out shall be limited to the Limits of Insurance of "your work" or "your product" LX4285 (02/14) Packet Pg. 508 C.15.a included in the "products-completed BODILY INJURY AND PROPERTY operations hazard" unless you are DAMAGE LIABILITY (Section I Coverages) required to provide such coverage by does not apply to you if the "bodily injury" or written contract or written agreement and "property damage" arises out of "your then only for the period of time required work" or "your product" performed on by the written contract or written premises which are owned or rented by the agreement and in no event beyond the additional insured at the time "your work" or expiration date of the policy. your product" is performed. 6. Any coverage provided by this D. In accordance with the terms and conditions endorsement to an additional insured of the policy and as more fully explained in shall be excess over any other valid and the policy, as soon as practicable, each m collectible insurance available to the additional insured must give us prompt additional insured whether primary, notice of any "occurrence" which may result excess, contingent or on any other basis in a claim, forward all legal papers to us, unless a written contract or written cooperate in the defense of any actions, and agreement specifically requires that this otherwise comply with all of the policy's m insurance apply on a primary and terms and conditions. non-contributory basis. C. Subparagraph (1)(a) of the Pollution exclusion paragraph 2.f., Exclusions of COVERAGE A. cv cv LX4285 (02/14) Includes copyrighted information of the Insurance Services Offices,Inc., with its permission. All rights reserved. Packet Pg. 509 AIRPORT OPERATING AGREEMENT MONROE COUNTY LYFT,INC. THIS AIRPORT ,QPP RATING AGREEMENT (the "Agreeme f') is hereby -_— made and entered into on �IUU yy 11.-�� , 2017, by and between Lyft, Inc., "Operator"), and Monroe County("County"). Operator and County are sometimes hereinafter referred to individual as a"Party"or collectively as the"Parties". WHEREAS, County is the owner and operator of the Key West International Airport(the"Airport") located in the City of Key West,Monroe County, Florida; and WHEREAS, Operator desires to operate a transportation network business at the 2 Airport wherein the network provided by Operator will be used to connect passengers to independent contractor drivers prearranged transportation services offered by Drivers (hereinafter defined); and CL WHEREAS, Operator agrees to conduct its business at the Airport in accordance with the terms and conditions of this Agreement; and J WHEREAS,the following definitions shall apply to this Agreement at all times: (a) "App" shall mean the mobile smartphone application or platform developed _ by Operator that connects passengers with Drivers/Vehicles. r (b) "Designated Areas" shall mean loading zones that are available to the general public to pick up and drop off passengers at the Airport. (c) "Driver" means any individual who has been approved by Operator to use a LU vehicle to transport passengers whose rides are arranged through the Operator's online-enabled application. For purposes of this Agreement, the term "Driver" LU applies at all times that Driver is on Airport property by reason of the driver's relationship with the Operator, regardless of whether the Vehicle is carrying a y passenger. r U. (d)"Vehicle"shall mean the vehicle used by a Driver. J Q 1 r E U r r Q Packet Pg.510 C.15.a NOW, THEREFORE, in consideration of the promises, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. OPERATIONS r I.I. Designated Areas. County grants to Operator the right to allow Drivers affiliated with Operator to use, in common with others so authorized, the Designated Areas to provide the Permitted Use (hereinafter defined), subject to the terms and conditions hereinafter set forth. Operator shall also inform Drivers of the relevant rules and guidelines. Upon request, Drivers shall allow County personnel access to an electronic waybill (described in Section 3.4). Operator shall perform, or have a third party perform, criminal background checks on each Driver before said Driver begins offering services at E the Airport. Nothing in this Agreement shall be construed as granting or creating any 2 license or franchise rights pursuant to any federal, state or local laws, rules or regulations. Operator's rights to use the Designated Areas shall be on a non-exclusive basis at all times. All Drivers shall maintain personal automobile insurance in accordance with state financial responsibility requirements at all times. CL 1.2. Rights of Ingress and Egress. Drivers affiliated with Operator shall have the non- exclusive rights of ingress and egress across Airport property to conduct their permitted operations hereunder, provided that such ingress and egress activity: (a) shall not impede or interfere, in any way, with the operation of the Airport by the County or the use of the Airport by its tenants, passengers or employees; (b) shall be on roadways, and other areas �— designated by the County from time to time; and (c) may be temporarily suspended by the County in the event of an emergency or a threat to the Airport during the time period of such emergency or threat. M 1.3. Changes to Airport. Operator acknowledges and agrees that: (a) the County shall LU have the right, at all times, to change, alter and expand the Airport, including the terminals, roadways and designated pick-up, drop-off and staging areas; and (b) the LU County has made no representations, warranties and/or covenants to Operator regarding the design, construction, passenger or automobile traffic, or views of the Airport. Without limiting the generality of the foregoing, Operator acknowledges and r agrees that: the Airport may from time to time undergo renovation, construction and other Airport modifications; and the County may from time to time adopt rules and regulations relating to security or other operational matters that may affect Operator's 2 r E M U r r Packet Pg.511 C.15.a business. 1.4. "As-Is" Condition. Operator accepts the Designated Areas and the Airport in their present condition and "as-is", without representation or warranty of any kind, and subject to all applicable laws, ordinances, rules and regulations. r 1.5. Requirements. During the term of this Agreement, Operator shall have a non- exclusive, revocable license solely to. (a) operate a transportation network business (subject to this Agreement and all applicable laws and regulations)at the Airport utilizing smart phone mobile application technology to connect passengers with pre-arranged transportation services for hire; (b) permit Drivers to access the Operator's App in order to transport such passengers and their personal baggage to and/or from the Airport in Vehicles inspected and approved by Operator or a certified mechanic; and (c) permit E Drivers in providing rides matched through the Operator's App to use common-use Airport roadways for ingress and egress to and from the Airport's passenger terminal. Nothing herein shall be deemed to grant Operator any exclusive right or privilege. a 1.6. Geo-Fence. Operator shall demonstrate to the County that Operator has established a Geo-Fence to manage its airport business and shall notify affiliated Drivers about the >V geo-fence. J 1.7 Ground Transportation Resolution. Operator acknowledges that Operator and >. Operator's Drivers shall be subject to, and be required to comply with the Monroe County Ground Transportation System Resolution ("GTR") as the same may be amended, modified or updated from time to time. M 2. TERM; COMMENCEMENT DATE; TERMINATION ua 2.l. Term. This Agreement shall be effective on the Commencement Date and shall be in effect for a period of 3 years thereafter. ua 2.2. Commencement Date. The "commencement date" shall be deemed to be July 1, 2017. y r U. J 3 r E U r r Packet Pg.512 C.15.a 2.3. Termination. Notwithstanding section 2.1, this Agreement may be terminated as hereinafter provided: (a)the County shall have the right to terminate this Agreement upon the occurrence of an Event of Default (hereinafter defined) if Operator has not cured such Event of Default within thirty(30)days' after written notice thereof from Airport Authority; or r r (b) Either party may terminate this Agreement, at any time, for any reason, if the E E requesting Party gives not less than thirty (30) days' prior written notice thereof to the other Party, and the other Party consents in writing to the termination within thirty (30) days of receiving the request. r 3. USE E 3.1. Permitted Use. Operator and Drivers may use the Designated Areas only for the uses specified in this Agreement(collectively, "Permitted Use")and for no other purpose, and shall not conduct any activity or operations at the Airport not expressly authorized by this Agreement. CL 3.2. No Exclusivity. Operator acknowledges and agrees that it has no exclusive rights to conduct the business described herein, and that the County has the right, at all times, to J arrange with others for similar activities at the Airport. 3.3. Transportation Requirements. In conducting its operations consisting solely of the Permitted Use, without limiting the generality of other provisions of this Agreement, N Operator shall inform Drivers of the terms of this Agreement, the GTR and the following transportation requirements: (a) Each Driver shall be allowed to pick-up passengers at the Airport at the Designated Z LU Area, and will be allowed to drop-off passengers at the Designated Area; (b) Each Driver must be able to produce, upon the request of any police officer or other LU Airport Authority representative, an electronic waybill meeting the requirements of Section 3.4; (c) Once a Driver has made contact with the passenger(s) with whom such driver was matched,the Driver shall promptly load such passenger(s); and J Q 4 r M U r r Q Packet Pg.513 C.15.a (d) Each Driver shall limit such driver's curbside time to the time required for the prompt loading and unloading of passengers, and after loading passengers, such Driver shall thereafter promptly depart from the Airport. 3.4. Waybills. In lieu of a physical waybill and as an explicit requirement of the County under this Agreement, every passenger pick-up shall be documented electronically r immediately after the completion of the ride to which it relates. Drivers shall, upon request,present the electronic equivalent of a requested waybill to any County official for inspection. 3.5. General Prohibited Activities. Without limiting any other provision herein, Operator shall not, without the County's prior written consent: (a) cause or permit anything to be done, in or about the Designated Areas or the Airport, or bring or keep E anything thereon,which would be reasonably likely to (i) increase, in any way,the rate of fire insurance on the Airport, (ii) create a nuisance, or (iii) obstruct or interfere with the rights of others on the Airport or injure or annoy them; (b) commit, or suffer to be committed, any waste upon the Designated Areas or the Airport; (c) use, or allow the Designated Areas to be used, for any improper, immoral, unlawful or reasonablyCL objectionable purpose; (d) place any loads upon the floor, walls or ceiling which endanger the structure or obstruct the sidewalk, passageways, stairways or escalators, in front of, within or adjacent to the Designated Areas or the roadways; or (e) do, or permit to be done, anything, in an wa which would be reasonably like) to material) injure Y Y� Y Y Y � J the reputation or image of the Airport Authority or appearance of the Airport. 3.6. Other Prohibited Activities. Without limiting the generality of other provisions of this Agreement,the following activities are prohibited by Drivers: ry (a) Turning off or disabling the App when a Vehicle is on Airport property, unless the Driver is departing the Airport after a drop-off, LU (b)Allowing operation of a Vehicle on Airport roadways by an unauthorized driver; LU (c)Transporting a passenger in an unauthorized vehicle; r y r (d) Picking-up or discharging passengers, or their baggage, at any location other than the Designated Areas; a- J (e) Failing to provide information, or providing false information, to police officers or _ 5 r E M U r r Packet Pg.514 C.15.a Airport personnel; (f) Displaying,to a County official, a waybill in an altered or fictitious form; (g) Soliciting passengers on Airport property; (h) Using or possessing any alcoholic beverage while on duty; (i)Failing to operate a vehicle in a safe manner; -a (j)Failing to comply with posted speed limits and traffic control signs; E Q r (k) Using profane or vulgar language; E (1)Attempting to solicit payment in excess of that authorized by law; Q (m) Soliciting for or on behalf of any hotel, club, nightclub, or other business; r M (n) Soliciting of any activity prohibited by the applicable laws,rules or regulations; CL r (o) Operating a vehicle which is not in a safe mechanical condition or which lacks mandatory safety equipment; (p) Disconnecting any pollution control equipment; (q) Using or possessing any illegal drug or narcotic while on Airport property; N (r) Operating a vehicle without proper certification or at any time during which Operator's authority is suspended or revoked; and uU (s) Engaging in any criminal activity. 3.7. Representative of Operator. Operator shall provide the County with name, LU address, telephone and email address for at least one qualified representative authorized to represent and act for Operator in matters pertaining to its operation, and shall keep the County informed, in writing, of the identity of each such person. U. J Q 6 r E M U r r Q Packet Pg.515 C.15.a 4. FEES AND REPORTING 4.1. Defined Terms. As used in this Agreement, the following capitalized terms shall have the following meanings: (a) "Trip" means each instance in which a Driver affiliated with an Operator enters .- r Airport property and makes one or more stops to pick up one or more passengers on Airport property. (b)"Per Trip Fee"means a fee of$3.00 for each Trip. Q (c) "Monthly Fee" means the product of the following: (i)the number of Trips conducted by the Operator's Vehicles in one calendar month, and(ii)the Per Trip Fee then in effect. 4.2. Payment Requirements and Reports. as (a) Within thirty(30)days after the close of any calendar month,Operator shall submit its operations report to the County for the previous calendar month (the "Monthly Report"). The Monthly Report shall be in an agreed-upon electronic format, and shall CL contain the total number of Trips for the reporting period. All such information shall be accurate at all times. J (b) Operator agrees to pay a Monthly Fee to the County, which shall constitute a total of the Per Trip Fees assessed for each pick-up in the relevant month. The Monthly Fee is _ due, in full, and received by the County, within thirty (30) days after the close of any r calendar month. All payments hereunder, including Monthly Fees, shall be paid at the business office of the Key West International Airport, or at such other place or manner as the County may designate in writing. (c)All payments hereunder, including Monthly Fees, shall be paid in lawful money of the Lu United States of America, free from all claims, demands, setoffs, or counterclaims of any kind. Any payments hereunder, including Monthly Fees, not paid when due shall be Lu subject to a service charge of one and one-half percent (1.5%) per month, or if lower, the maximum amount allowed by law. y r U. J 7 r E U r r Packet Pg.516 C.15.a 5. ASSIGNMENT 5.1. No Assignment. Operator shall not assign, encumber or otherwise transfer, whether voluntarily or involuntarily or by operation of law, this Agreement, or any right hereunder, without the County's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed (the term "Transfer" shall mean any such r assignment, encumbrance, or transfer). The County's consent to one Transfer shall not be deemed a consent to any subsequent Transfers. Any Transfer made without the County's consent shall constitute a default hereunder and shall be voidable at the County's election. Notwithstanding the above, Operator shall retain the right to transfer this Agreement, or any right hereunder,to an affiliate of Operator. r 5.2. Change of Control. The sale or other transfer of a controlling percentage of the E capital stock or membership interests of Operator, whether by merger, stock sale or otherwise, or the sale or transfer of more than fifty percent (50%) of the value of the assets of Operator related to the operations hereunder, shall be deemed a Change of Control, not a Transfer, and shall not be subject to the restrictions in Section 5.1. The 2 phrase "controlling percentage" means the ownership of, and the right to vote, stock or CL interests possessing more than fifty percent (50%) of the total combined voting power of r all classes of Operator's capital stock or interests issued, outstanding and entitled to vote for the election of directors. 6. COMPLIANCE WITH LAWS >- At all times, Operator shall cause its use of the Airport and its operations under this Agreement to comply with all applicable state and federal laws, ordinances, orders, directives, rules, codes, regulations and decrees of federal and state governmental entities and agencies, and their respective departments, agencies, authorities and boards (individually, a "Governmental Entity", or collectively, "Governmental Entities"), as the same may be amended, modified or updated from time to time, including, but not limited to, those relating to health and safety, especially those pertaining to public safety such as safe driving practices, seat belts, and child seats/restraints. For purposes of this Agreement, the term "Governmental Entity" shall also mean and include, without limitation, City of Key West, Monroe County, State of Florida, U.S. Department of r Transportation, Federal Aviation Administration, and Transportation Security ~- Administration. J Q 8 r U r r Packet Pg.517 C.15.a 7. WAIVER; INSURANCE 7.1. Insurance. Operator shall procure and maintain, at its sole cost and expense and at all times during the term of this Agreement, insurance of the kind and in the amount hereinafter provided, by financially responsible and qualified companies eligible to do business in the State of FL, or FL Department of Insurance approved eligible surplus r lines insurer, covering all operations under this Agreement (including those of Drivers). The following insurance coverages are required to be provided by Operator under this Agreement: (a) Commercial Automobile Liability Insurance with limits of not less than One Million Dollars ($1,000,000) for each accident for third party bodily injury and property damage. This coverage applies to Vehicles operated by Drivers while: E i. The Driver is located on the airport premises during the course of providing an accepted trip including the picking-up and dropping-off of passenger(s); ii. The Driver is located on the airport premises immediately following the conclusion of a requested trip and while in the course of exiting the airport CL premises;and iii. The Driver has logged into the App controlled by the Operator and is"available to >y receive requests" for transportation services from passengers using the App and the Driver is located on the airport premises. "Available to receive requests"means the App is in a state such that an applicable request would be transmitted to the Driver's smartphone for acceptance by the Driver. M (b) Commercial General Liability Insurance of not less than One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate, LIJ insuring the Operator from liability from bodily injury (including wrongful death), personal injury, and damage to property resulting from the performance of this LIJ Agreement by Operator. Q r All Vehicles must be included under Operator's Commercial Automobile Liability Policy r or covered by a blanket coverage form or endorsement; and all employees of Operator must be covered under Operator's General Liability policy. The limits of the foregoing insurance shall not, in any way, limit the liability of Operator under the terms of this 9 r E U r r Packet Pg.518 C.15.a Agreement. In addition, the foregoing insurance policies are primary insurance to any other insurance held by Airport Authority with respect to obligations assumed by Operator under this Agreement. The Monroe County Board of County Commissioners, its employees and officials will be included as"Additional Insured"on all policies,except for Workers' Compensation. r r 7.2. Notice. Each Party hereto shall give to the other Party, prompt and timely written notice of any loss arising out of this Agreement, meaning any and all losses, liabilities, judgments, suits, claims, damages, costs and expenses (including reasonable attorney's fees, investigation costs, remediation costs, and court costs), of any kind or nature, coming to its knowledge which in any way, directly or indirectly, contingently or otherwise, affects or might affect either, and each shall have the right to participate in the E defense of the same to the extent of its own interest. as Q 7.3. Confidentiality of Records. Any information that Operator makes available to the County, pursuant to this Agreement is deemed to be confidential and proprietary information ("Operator's Confidential Information"), regardless of whether the records CL are marked as such, and shall not be disclosed to anyone without Operator's express written permission unless required to be disclosed by applicable law or a court order; >, including without limitation the Florida Sunshine Law. In the event the County receives a request to disclose Operator's Confidential Information, or is otherwise required to disclose Operator's Confidential Information,the County shall promptly notify Operator >- of such request prior to disclosure, and the County shall make diligent efforts to limit disclosure pursuant to any available bases set forth in the Florida Sunshine Law or other applicable law. In the event of any litigation brought by Operator to enjoin the release of Operator's Confidential Information, the County agrees that it will remain neutral in M such litigation and allow the court to decide whether release is proper based upon the ~- showings presented by the Operator and the requester. If the County is required to u, release Operator's Confidential Information, it nevertheless shall use any available authorities to redact personal or business confidential information from such records to uJ the extent consistent with applicable law and the final judgment. r y 8. DEFAULT; REMEDIESU. r 8.1. Event of Default. The occurrence of any one or more of the following events shall J constitute a breach of this Agreement and an"Event of Default": 10 r E U r r Packet Pg.519 C.15.a (a) Operator shall fail, duly and punctually, to pay Monthly Fees (or to submit any Monthly Report), or to make any other payment required hereunder, when due to the County, and such failure shall continue beyond the date specified in a written notice of such breach or default from the County, which date shall be no earlier than the tenth (101h) business day after the effective date of such notice;or r (b) A Transfer occurs without the prior approval of the County as set forth in section 5.1; 8.2. Remedies. Upon the occurrence and during the continuance of an Event of Default, the County shall have the following rights and remedies in addition to any and all other rights and remedies available to the County under this Agreement, at law, or in equity: (a) the County may elect to terminate this Agreement; and (b) nothing herein shall be deemed to limit the County's right to terminate this Agreement as provided in E Section 2. 2 as 8.3. Cumulative Rights. The exercise by the County of any remedy provided in this Agreement shall be cumulative and shall in no way affect any other remedy available to the County under law or in equity. CL 8.4. Fines/Penalties. By operating on the Airport, Operator and Drivers affiliated with Operator shall be subject to applicable laws, ordinances, rules and regulations including any fines or penalties in connection therewith. The County shall have no obligation to Operator to impose fines on, or otherwise take action against, any other person or entity >. at the Airport. r N 9. GOVERNMENTAL PROVISIONS M 9.1. No Representations. Operator acknowledges and agrees that neither the County, nor any person on behalf of the County, has made, and the County hereby disclaims, any Lu representations or warranties, express or implied, regarding the business venture proposed by Operator at the Airport, including any statements relating to the potential Lu success or profitability of such venture. Operator represents and warrants that it has made an independent investigation of all aspects of the business venture contemplated by r this Agreement. r 9.2. Limitation on Damages. Notwithstanding anything in this Agreement to the c- contrary, in no event will either party be liable to the other party for any consequential, J incidental or special damages,or lost revenues or lost profits. 11 r E U r r Packet Pg.520 C.15.a 9.3. Federal Nondiscrimination. Operator understands and acknowledges that the County has given to the United States of America, acting by and through the Federal Aviation Administration, certain assurances with respect to nondiscrimination, which have been required by Title VI of the Civil Rights Act of 1964, as effectuated by Title 49 r of the Code of Federal Regulations, Subtitle A - Office of the Secretary of Transportation, Part 21, as amended, as a condition precedent to the government making grants in aid to the County for certain Airport programs and activities, and that the County is required under said Regulations to include in every agreement or concession pursuant to which any person or persons other than the County, operates or has the right r to operate any facility on the Airport providing services to the public, the following covenant, to which Operator agrees, as follows: "Operator, in its operation at and use of E Key West International Airport, covenants that (1) no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; (2) that in the construction of any improvements on, over or under such land and the furnishing of 2 services thereon, no person on the grounds of race, color or national origin shall be CL excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, and (3) that the grantee, licensee, permittee, etc., shall comply with all J other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, Subtitle A, Office of the Secretary of Transportation, Part 21, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation Effectuations of Title VI of the Civil Rights Act of 1964,and as said regulations may be amended." r N 10. GENERAL PROVISIONS �! M 10.1. Notices. Except as otherwise specifically provided in this Agreement, any notice, i demand or other correspondence given under this Agreement shall be in writing and given by prepaid certified mail (return receipt requested), or reputable overnight courier (such as Federal Express), to: (a) Operator at its Notice Address; or(b) the County at its Notice Address; or(c) such other address as either Operator or the County may designate as its new address for such purpose by notice given to the other in accordance with this y Section 11. Any notice hereunder shall be deemed to have been given and received, and r effective, two (2) days after the date when it is mailed. For convenience of the Parties, copies of notices may also be given by facsimile or electronic mail; however, neither J Party may give official or binding notice by facsimile or electronic mail. 12 r M U r r Packet Pg.521 C.15.a Operator's Notice Address: Lyft, Inc. c/o Bakari Brock 185 Berry Street, Suite 5000 San Francisco, CA 94107 r w/Copy to Legal Department w/electronic copy to legalnotices@lyft.com Monroe County's Notice Address: Director of Airports r 3491 S. Roosevelt Blvd. Key West, Fl. 33040 as With copy to; Monroe County Attorney's Office 1111 12`h St., Suite 408 2 Key West, FI. 33040 CL r 10.2. Waiver of Performance. The waiver by either Party of performance of any J provisions of this Agreement shall not constitute a future waiver of performance of such provisions. 10.3. Entire Agreement. The Parties intend that this Agreement shall be the final r expression of their agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous written or oral agreements or understandings. The Parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever z Lu (including prior drafts hereof and changes therefrom) may be introduced in any judicial, administrative or other legal proceeding involving this Agreement. Lu 10.4. Amendments. Except as specifically provided herein, amendments to this Agreement require written agreement of the Parties. Notwithstanding the foregoing, if a y Governmental Entity requires modifications or changes to this Agreement as a condition r precedent to the granting of funds for the improvement of the Airport, Operator shall agree to make such amendments, modifications, revisions, supplements or deletions of J any of the terms, conditions or requirements of this Agreement as may be reasonably 13 r E U r r Packet Pg.522 C.15.a required. 10.5. Interpretation. The headings and captions of this Agreement have been inserted for convenience of reference only, and such captions or headings shall in no way define or limit the scope or intent of any provision of this Agreement. This Agreement has been negotiated at arm's length and between persons sophisticated and knowledgeable in the -- r matters dealt with herein, and shall be interpreted to achieve the intents and purposes of the Parties,without any presumption against the Party responsible for drafting any part of this Agreement. 10.6. Successors and Assigns. Subject to the provisions of Section 5, the terms and conditions contained in this Agreement shall bind and inure to the benefit of Operator and the County, and, except as otherwise provided herein, to their personal representatives E and successors and assigns. as Q 10.7. Severability. If any provision of this Agreement or the application thereof to any person, entity or circumstance, shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each other provision of CL this Agreement shall be valid and be enforceable to the full extent permitted by law. r 10.8. Governinz Law. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Florida. Any dispute arising out of this Agreement, including, but not limited to, any issues relating to the existence, validity, formation, interpretation or breach of this Agreement, shall be brought and litigated exclusively in a state or federal court located in Monroe County, Florida; and the Parties consent to the exclusive jurisdiction thereof. 10.9. Authority. Operator represents and warrants that Operator is a duly authorized and existing entity, that Operator has and is duly qualified to do business in Florida, that Operator has full right and authority to enter into this Agreement, and that each and all of the persons signing on behalf of Operator are authorized to do so. Upon County's LU request, Operator shall provide the County with evidence reasonably satisfactory to the County confirming the foregoing representations and warranties. r y r 10.10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute �'- one and the same instrument. J 14 r U r r Q Packet Pg.523 C.15.a IN WITNESS WHEREOF, the Parties have caused their espective duly authorized representatives to execute this Agreement on nwtt" , 2017. r (SEAL BOARD OF COUNTY COMMISSIONERS ATTEST:�KEVI�MADOK, CLERK OF MONROE COUNTY, FL.ORIDA E By__......__.._.. Mayor/ ai n WITNESS �v _ _. CL _ BBy' Printed Printed: nt.e.....d: B—ak ari Brock ._..... _ r 0 Titl �a Title: Sr. Director, Business Operations J r N N LU J a S E a Packet Pg.524