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11/17/2010 AgreementDANNYL. KOLHAGE CLERK OF THE CIRCUIT COURT DATE: January 31, 2011 TO: Peter Horton, Director of Airports VIA: April Pearson FROM: Isabel C. DeSantis, D. C. At the November 17, 2010, Board of County Commissioners meeting, the Board granted approval of item F20 authorizing execution of a Management Agreement for Parking Lot Management Services at the Key West International Airport with USA Parking System, Inc. Attached is a duplicate original of the above -mentioned for your handling. Should you have any questions, please feel free to contact our office. cc: County Attorney via email Finance File (I/ MANAGEMENT AGREEMENT FOR PARKING LOT MANAGEMENT SERVICES KEY WEST INTERNATIONAL AIRPORT THIS AGREEMENT (hereafter "Contract" or "Agreement") is made and entered into this 17th day of November, 2010, by and between Monroe County, a political subdivision of the State of Florida, (hereafter "County" or "Owner"), whose address is 1100 Simonton Street, Key West, Florida, 33040 and USA Parking System, Inc., a Tennessee Corporation registered to do business in Florida (hereafter "Contractor" or "Operator), whose address is 2401 21 st Avenue, Nashville, Tn. 37212. WITNESSETH WHEREAS, Owner owns and operates the Key West International Airport (hereinafter referred to as the "Airport"); and WHEREAS, Operator is engaged in the business of operating public parking facilities; and WHEREAS, Operator was selected to operate certain parking facilities at the Airport; and WHEREAS, Operator has indicated a willingness and demonstrated the ability to properly operate and manage said Airport parking facilities in accordance with the terms of this Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, and for such other good and valuable consideration, the receipt of which the parties hereby expressly acknowledge, the parties hereto covenant and agree to the following terms and conditions. ARTICLE I TERM OF AGREEMENT 1.01. Term. The initial term of this Agreement shall be three (3) years commencing on the lst day of December, 2010(Commencement Date) and terminating at Midnight on the 30th day of November, 2013. 1.02 Renewal. Provided Operator has fulfilled all conditions of this Agreement, Operator may request this Agreement be renewed for a single two (2) year option period beginning at the end of the initial term. In the event Operator submits a request to renew, it shall do so by providing written notice to Owner not less than one hundred eighty (180) days prior to the scheduled termination date of the initial term. Such notice shall include any Operator requested modifications to terms and conditions, if any, of this Management Agreement. The Owner shall have sixty (60) days to review the renewal request and the proposed modifications and respond. Failure of the owner to respond at the end of the 60 day period shall be deemed to be a denial of the operators request to renew the agreement. ARTICLE I1 FACILITIES AND OPERATIONS 2.01 Description of Privileges, Uses and Right Owner hereby makes available to the Operator for management and operation: All paid public vehicle parking facilities serving Key West International Airport, located within the terminal building area, upon terms and conditions hereinafter set forth. Except as expressly set forth, nothing herein contained shall be construed to grant to Operator the right to use any space or area improved or unimproved which is exclusively leased to a third party, or which Owner has not granted herein. 2.02 Description of Facilities. The Facilities shall encompass the vehicle parking areas serving the main terminal, exit booths, control devices, entrances, exits, and other improvements, including the Long Term and Short Term Lots as more particularly described on Exhibit "A" dated III+-11 i u attached hereto and made a part hereof. The employee parking area is hereby excluded from this agreement. In the event Owner, prior to termination of the Agreement or any renewal thereof, shall vacate, move, re-establish, or materially alter the entrance to the Terminal Building or Airport grounds, or take any other action resulting in the necessity of a new parking lot and the relocation of parking equipment and cashier booths, or should the Airport Terminal Building or airport runways be relocated to an area other than immediately adjacent to the now -existing Terminal Building resulting in the necessity of a new parking lot area, then in such event, Owner shall provide Operator a comparable parking facility with all parking equipment and cashier booths relocated at no cost to Operator. ARTICLE III GROSS REVENUES AND REPORTS 3.01 General. Monies payable by Operator to Owner shall include all parking fees inclusive of sales tax, if any. Dishonored checks, uncollectible or uncollected fees and other bad debts shall not be included in Gross Revenues, provided that such transactions were processed utilizing procedures accepted and approved by the Owner. Monies which might be otherwise due from stolen vehicles or vehicles abandoned in,the Facilities shall not be included in Gross Revenues, except to the extent monies are actually collected. Operator may accept cash, personal checks, credit or debit cards for payment under such terms and conditions as may be approved by Owner for handling such payments. 2 3.02 Deposits. As soon as practical, but no later than the next banking day following receipt of any Gross Revenues hereunder, the Operator shall cause to have deposited said Gross Revenues in an account of and to the credit of the Owner. It shall be considered that the Owner has come into possession of the Gross Revenue only when the Owner has received the duplicate deposit slip, properly certified by a cashier or officer of the depository bank. 3.03 Reports. Operator shall at no cost to Owner provide Owner, in a form and detail satisfactory to Owner, the following reports including but not necessarily limited to: A. Daily report of Gross Revenues and the duplicate deposit slip. B. Monthly Activity and Gross Revenue summary. C. Annual Audit of the Parking Lot Gross Revenues. 3.04 Accounting Records. Operator shall, during the term of this agreement and any renewals thereof, maintain all books, records, and documents directly pertinent to performance under this Agreement in accordance with generally accepted accounting principles consistently applied. Each party to this Agreement or their authorized representatives shall have reasonable and timely access to such records of each other party to this Agreement for public records purposes during the term of the Agreement (and any renewals thereof) and for four years following the termination of this Agreement. Knowingly furnishing the Owner a false daily Gross Revenue report or a false Monthly Activity and Gross Revenue summary or a false Annual Audit under the provision hereof will constitute a default by Operator of this agreement and the Owner may, at its option, immediately terminate this agreement. Notwithstanding termination of this agreement, Operator shall be liable to Owner for repayment of any funds falsely, inappropriately, or incorrectly withheld from deposit in Owner account. 3.05 Budget. Operator shall prepare and submit to the Owner for review and approval an overall annual operating budget, listing all anticipated reimbursable costs required for the first year. Thereafter, annually, no later than 30 days prior to the anniversary of the Agreement, Operator shall submit a new annual operating budget for review and approval by the Owner. The approved annual operating budget may be increased or decreased by the Owner from time to time, but only if and to the extent that the Owner, in its reasonable discretion, deems such revisions necessary and appropriate under this Agreement. The costs of bonds and insurance, specifically required pursuant to this Agreement, and any expense for deductible loss sustained by the Operator where such insurance policy includes a deductible limit approved by the Owner are reimbursable. The Owner shall approve all of the expenses contained in the budget. Only expenses approved by the Owner as set forth in the budget approved by the Owner, may be reimbursed to the Operator by the Owner. Notwithstanding the foregoing, unless Operator is notified in writing by the Owner that the operating expense associated with the purchase or performance of certain goods or services will be incurred by the Owner, all operating expenses shall be reimbursed by Owner to Operator at Operator's cost, plus sales tax, if any, except for those items that are allocated cost items such as Liability Insurance which is allocated under Operators 3 master policy and flat payroll tax inclusive of state, federal taxes and Workers Compensation, in accordance with Article 4.02 herein below. In no case shall the amount of allocated expenses exceed the amount in the approved operating budget. ARTICLE IV REIMBURSEMENT AND COMPENSATION TO OPERATOR 4.01 Management Fee. The Owner shall pay the Operator a Management Fee of $1,000 per month, payable bi-weekly. In addition to the Management Fee, beginning March 2011, an incentive bonus shall become effective based on the evaluation of the operation by the Airport Director and payable on a quarterly basis. Such evaluation shall use 2.5% (two and one-half percent) of the gross as a basis to determine the amount of bonus to be paid to the Operator. The Bonus Evaluation Form to be used is attached as Exhibit "B". Payment shall be made in accordance with the Florida prompt payment act. 4.02 Operating Expenses. All operating budgeted expenses incurred by Operator in the operation of the Facilities, which are specifically approved by the Owner, plus start-up expenses, shall be reimbursed by Owner to Operator at the Operator's cost in accordance with the Florida Prompt Payment act and upon receipt by the Owner of a monthly "Expense Invoice(s)" from the Operator, certified by an officer of the Operator. Expense invoices for payroll and payroll related costs may be submitted every two weeks. Expense invoices for other than payroll and payroll related expenses must be accompanied and supported by copies of vendor invoices. If any item of expense is disputed or contested, a statement in writing setting forth the items being disputed and the specific reasons therefore shall be submitted to the Operator. The Owner shall not withhold reimbursement for non -disputed items of expense. Both parties shall in good faith diligently pursue clarification and resolution of any disputed items within thirty (30) days of receipt of written notice sent by Owner. 4.03 Other Facilities. The Owner shall have the right to require the Operator to manage any additional parking facilities not contemplated at the time of execution of this Agreement, in which event all costs of operation for such service, including transportation services, shall be made part of the budget, and all revenues therefrom shall be included in Gross Revenue. For purposes of monitoring 24 hour operation, upon receiving written direction from the owner, operator shall provide and install and integrate at Owner's expense a security egress monitoring/control device compatible with the Operators control system. The cost of the device shall be made part of the budget. 4 ARTICLE V CHARGES AND CONSULTATION 5.01 Charges. Except as may otherwise be specifically authorized by the Owner in writing, Operator shall charge all users of the Facilities the fees or rates for such use established by the Owner. Owner shall have the right to amend or otherwise change the rate schedule at any time during the term of this Agreement. 5.02 Consultation. The Owner reserves the right to call upon the Operator for parking facility consulting services and advice with regard to the operation of the Facilities. In such event the travel expenses and costs incurred, subject to the limits of the existing Owner travel expense policy, shall be considered a reimbursable item of expense. ARTICLE VI OBLIGATIONS OF OWNER 6.01 Maintenance Responsibility. Owner shall maintain all of the Facilities used by the Operator in good and adequate condition for their intended use to the extent required by law, including the roofs & exteriors of all buildings, such as exit booth(s) & offices, and connecting structures, fencing, concrete, asphalt and macadam paving, sidewalks and walkways, signs, interior and exterior lighting, landscaping, and air conditioning. 6.02 Utilities. The Owner shall provide and pay for all Owner approved utilites. ARTICLE VII OBLIGATIONS OF OPERATOR 7.01 Maintenance and Repair. Operator shall, be responsible for the proper maintenance and repair of the Revenue Control System, and of the interiors of the exit booth. The Operator shall be responsible for keeping the Facilities, including the parking areas, the entrance and exit areas, and exit toll booth in a neat and clean condition at all times, except those areas specifically maintained and cleaned by the Owner. The Operator shall notify the Owner of any areas requiring immediate maintenance and/or repair upon discovery of such items. The cost of such repairs and maintenance shall be reimbursable to Operator. 7.02 Personnel. A. The management, maintenance, and operation of the Facilities shall at all times be under the supervision and direction of a full-time, qualified, competent resident Facilities Manager who shall be subject to the direction and control of the Operator. B. Operator agrees that its employees shall be of adequate number and competently trained so as to properly conduct the operation of Facilities; sufficient staff shall be provided to operate the toll booth in a first-class manner, to meet all reasonable demands of the public and to prevent customers from waiting in line for a period in excess of eight (8) minutes, unless otherwise specified by the Owner. The Operator shall make every reasonable effort to schedule employees so as to minimize or avoid the payment of overtime, recognizing, however, that the intent of this Agreement is to provide a high level of service to the user of the Facilities. C. All employees shall be required to wear the appropriate uniform at all times when on duty. Operator agrees to ensure that the employees and uniforms are clean and neat, and that the employees present a professional appearance at all times. Operator shall cause all of its employees to conduct themselves at all times in a courteous manner toward the public and dispense with the services of any employee deemed by the Owner to be detrimental to the Airport. D. Operator, its agents, employees, or suppliers shall not block any areas used for ingress and egress by Airport traffic unless required in an emergency, and further, shall not interfere with the activities of Owner, its agents or employees, or any Airport tenant. 7.03 Cleanliness of Premises. The Facilities and all equipment and materials used by Operator shall at all times be clean, sanitary, and free from rubbish, and other refuse. 7.04 Operations. A. The hours of operation shall be from 5:00 A.M. to midnight, seven (7) days per week, 365 days per year. Additional coverage will be as needed and approved by the Director of Airports. These hours are subject to change as airline schedules change to provide coverage of airline flights. B. The Operator shall have provisions for accepting payment for parking fees in the form of cash, check, credit and debit cards. 7.05 Airport Procedures. Operator agrees to observe and abide by all procedures, rules and regulations, ordinances, statutes and laws promulgated from time to time by the Federal Government, the State of Florida, Owner or Airport staff or any other authority having jurisdiction concerning security matters, parking, ingress and egress, and any other operational matters related to the operation of the Key West International Airport ARTICLE VIII INDEMNITY/INSURANCE 8.01 Notwithstanding any minimum insurance requirements prescribed elsewhere in this agreement, Operator shall defend, indemnify and hold the County and the County's elected and appointed officers and employees harmless from and against (i) any claims, actions or causes of action, (ii) any litigation, administrative proceedings, appellate proceedings, or other proceedings relating to any type of injury (including death), loss, damage, fine, penalty or business interruption, and (iii) any costs or expenses (including, without limitation, costs of remediation and costs of additional security measures that the Federal Aviation Administration, the Transportation Security Administration or any other governmental agency requires by reason of, or in connection with a violation of any federal law or regulation, attorneys' fees and costs, court costs, fines and penalties) that may be asserted against, initiated with respect to, or sustained by, 6 any indemnified party by reason of, or in connection with, (A) the negligence or willful misconduct of Operator or any of its employees, agents, or contractors, or (B) Operator's default in respect of any of the obligations that it undertakes under the terms of this Agreement, except to the extent the claims, actions, causes of action, litigation, proceedings, costs or expenses arise from the intentional or negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than Operator). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. 8.02 Operator will provide and maintain in effect throughout the term of this Agreement current general liability insurance in the amount of $1,000,000 combined single limit, personal injury, and $100,000 property damage. 8.03 Operator also will provide and maintain in effect throughout the term of this Agreement, current statutory requirements of worker's compensation. 8.04 Certificates of Insurance must be provided to Monroe County prior to execution of this Agreement and within fifteen days after award of proposal, with Monroe County BOCC listed as additionally insured on all except Workers Compensation. Thereafter, the Operator must keep in full force and effect all of the insurance coverages listed above during the term of this Agreement. If the insurance policies originally purchased that meet the requirements are canceled, terminated or reduced in coverage, then the Operator must immediately substitute complying policies so that no gap in coverage occurs. 8.05 All forms of insurance required above shall be from insurers acceptable to the County. 8.06 All insurance policies must specify that they are not subject to cancellation, non - renewal, material change, or reduction in coverage unless a minimum of thirty days prior notification is given to the County by the insurer. 8.07 The insurance required of the Operator by the terms of this Agreement is for the purpose of protecting of the County, its property and employees, and the general public from the negligent or intentional acts or omissions of the Operator. The insurance requirement is not, however, for the protection of any specific member of the general public who might be injured because of an act or omission of the Operator. The insurance requirements do not make any specific injured member of the general public a third party beneficiary under this Agreement. Therefore, any failure by the County to enforce these insurance requirements, or terminate this Agreement if the Operator becomes uninsured or underinsured, is not a breach of any duty or obligation owed to any specific member of the general public and cannot form the basis of any County liability to a specific member of the general public or his/her dependents, or estate or heirs. f) Notwithstanding the provisions of Article X, the County may immediately treat the Operator in default if the Operator fails to maintain the insurance required by this Article VIII. Before terminating the agreement in this situation, the County need only provide the Operator 24-hour notice by FAX or overnight courier. The County may, but need not, provide the Operator with an opportunity to cure the default. ARTICLE IX RELATIONSHIP OF THE PARTIES 9.01 Operator is and shall be deemed to be an independent contractor and operator responsible to all parties for its respective acts or omissions, and Owner shall in no way be responsible therefore. Neither the Operator nor any of the officers, agents, or employees of the Operator shall be deemed to be employees of the Owner for any purposes whatsoever ARTICLE X TERMINATION OF AGREEMENT, CANCELLATION ASSIGNMENT & TRANSFER 10.01 Termination. This Agreement shall automatically terminate and expire at the end of the term, as set forth in Article I hereof. Upon the termination of this Agreement, through passage of time or otherwise, the Operator shall aid the Owner in all ways possible in continuing the business of operating the Airport public parking facilities uninterruptedly. 10.02 Owner's Right of Cancellation. Owner may cancel this Agreement by giving Operator thirty (30) days advance written notice, to be served as hereinafter provided, upon the happening of any one of the following events: (1) The filing by Operator of a voluntary petition for bankruptcy. (2) The institution of proceedings in bankruptcy against Operator and adjudication of Operator as a bankrupt pursuant to said proceeding. (3) The taking by a Court of jurisdiction of Operator's assets pursuant to proceedings brought under the provision of any federal re - organizational acts and said proceeding is not dismissed, discontinued or vacated within thirty (30) days. (4) The appointment of a receiver of Operator's assets and the receivership shall not be set aside within thirty (30) days after such appointment. (5) The divestiture of Operator's estate herein by operation of law. (6) The abandonment by Operator of the Facilities, or of its business operations thereon. (7) The conduct of any business or performance of any acts not specifically authorized herein and said business or acts do not cease within thirty (30) days of receipt of written notice by Owner to cease said business or acts. (8) The default in the performance of any of the covenants and conditions required herein to be kept and performed by Operator and said default is not cured within thirty (30) days of receipt of written notice by Owner to do so, or if by reason of the nature of such default, the same cannot be remedied within thirty (30) days following receipt by Operator of written demand from Owner to do so, Operator fails to commence and diligently execute the remedying of such default within said thirty (30) days following such written notice. 10.03 Termination For Convenience. Either party may terminate this agreement upon 90 days written notice. 10.04 Assignment, Transfer, and Subcontracting. Operator shall not, in any manner, assign, transfer, mortgage, pledge, encumber or otherwise convey an interest in this Agreement, nor contract the services permitted herein or any part thereof, without the prior written consent of Owner. Such consent can be withheld for any reason or for no reason at all. Any such attempted assignment, transfer, or subcontract without Owner approval shall be null and void. In the event Owner consents in writing as aforesaid, Operator shall have the right to the extent permitted by Owner's consent to subcontract or assign all or any portion of the permitted services, provided that any such subcontract or assignment shall be limited to only the same purposes as are permitted under this Agreement. Any such subcontract or assignment shall be subject to the same conditions, obligations and terms as set forth herein and Operator shall be fully responsible for the observance by its subcontractors of the terms and covenants contained in this Agreement. Notwithstanding anything herein to the contrary, in the event of an approved subcontract, Operator shall remain primarily liable to Owner for fulfilling all obligations, terms and conditions of this Agreement, throughout its entire term. ARTICLE XI ALTERATIONS OR ADDITIONS AND SIGNS 11.01 Alterations or Additions. Operator shall make no alterations or additions to the Facilities constructed thereon, without the prior written consent of the Owner. 11.02 Si nos. No signs, posters, or similar devices shall be erected, displayed, or maintained by Operator in the view of the general public in, on, or about the Facilities or elsewhere on the Airport without the written approval of Owner, which consent shall not be unreasonably withheld. Any such signs not approved shall be immediately removed at the sole cost and expense of Operator, upon written notification thereof by Owner. ARTICLE XII LAWS, REGULATIONS, PERMITS GOVERNING LAW AND VENUE 12.01 General. Operator expressly covenants, warrants, guarantees and agrees that throughout the term of this Agreement, Operator shall at all times be and shall remain in full and complete compliance with all applicable statutes, regulations, rules, rulings, orders, ordinances, or directives of any kind or nature without limitation, as same may be amended from time to time, of any and all Federal, State, Municipal or local governmental bodies now or hereafter having jurisdiction over Operator, Operator's operations conducted under this Agreement on the Facilities, and over those persons and entities performing any work or services on behalf of Operator or at Operator's actual or constructive request. Operator further covenants, warrants, guarantees, and agrees that it shall comply with all ordinances of Owner, including but not limited to the "Rules and Regulations", all operational orders issued thereunder, and any and all other laws, ordinances, regulations, rules, and orders of any governmental entity which may be applicable to Operator or in any way to Operator's business operations under this Agreement, as said laws, ordinances, regulations, rules, and orders now exist, or are hereinafter amended, promulgated, or otherwise imposed on Operator by laws. 12.02 Permits and Licenses General. Operator expressly covenants, warrants, and agrees that it shall, at its sole cost and expense, be strictly liable and responsible for obtaining, paying for, maintaining current, and fully complying with, any and all permits, licenses and other governmental authorizations, however designated, as may be required at any time throughout the entire term of this Agreement or any extension thereof by any Federal, State, or local governmental entity or any court of law having jurisdiction over Operator or Operator's operations and activities; however, such costs and expense shall be reimbursed in accordance with Paragraph 4.02 "Operating Expenses". 12.03 Governing Law, Venue, Interpretation. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida applicable to contracts made and to be performed entirely in the State. In the event that any cause of action or administrative proceeding is instituted for the enforcement or interpretation of this Agreement, the County and Operator agree that venue will lie in the appropriate court or before the appropriate administrative body in Monroe County, Florida. The County and Operator agree that, in the event of conflicting interpretations of the terms or a term of this Agreement by or between any of them the issue shall be submitted to mediation prior to the institution of any other administrative or legal proceeding. ARTICLE XIII GOVERNMENTAL RESTRICTIONS 13.01 Right of Flight. Owner reserves unto itself, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the real property previously described together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft now known or hereafter used, for navigation of or flight in the said airspace for landing on, taking off from, or operating on the Airport. 13.03 Operation of Airport. Operator expressly agrees for itself, its sub -lessee, successors and assigns, to prevent any use of the Airport Facilities which would interfere with or adversely affect the operation, maintenance, or development of the Airport. ARTICLE XIV NON DISCRIMINATION 14.01 Non-discrimination. Operator for itself, its employees, agents, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to 10 nondiscrimination. These include but are not limited to: 1) Title VI of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination on the basis of race, color or national origin; 2) Title IX of the Education Amendment of 1972, as amended (20 USC ss. 1681-1683, and 1685 - 1686), which prohibits discrimination on the basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975; as amended (42 USC ss. 6101-6107) which prohibits discrimination on the basis of age; 5) The Drug Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention, Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended, relating to nondiscrimination on the basis of alcohol abuse or alcoholism; 7) The Public Health Service Act of 1912, ss. 523 and 527 (42 USC ss. 690dd-3 and 290ee-3), as amended, relating to confidentiality of alcohol and drug abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s. et seq.), as amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The Americans with Disabilities Act of 1990 (42 USC s. 1201 Note), as may be amended from time to time, relating to nondiscrimination based of disability; 10) Secs. 13-101, et seq., Monroe County Code, relating to discrimination based on race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identify or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or State statutes which may apply to the parties to, or the subject matter of, this agreement. The Operator expressly understands that upon a determination by a court of competent jurisdiction that the Operator, its employees, agents, successors in interest or assigns has discriminated against any person, this agreement automatically terminates without any further action on the part of any party, effective the date of the Court order. 14.02 Disadvantaged Business Enterprise/Affirmative Action Operator acknowledges that the provisions of 49 CFR, Part 23, Disadvantaged Business Enterprises (DBE), and 14 CFR Part 152, Affirmative Action Employment Programs are applicable to the activities of Operator under the terms of this Agreement, unless exempted by said regulations, and hereby agrees to comply with all requirements of Owner, the Federal Aviation Administration and the U. S. Department of Transportation, in reference thereto. ARTICLE XV NOTICE 15.01 Any notice given under the provisions of this Agreement shall be in writing and shall be delivered personally or sent by certified or registered mail, postage prepaid to: Owner: Mr. Peter Horton Director of Airports Key West International Airport 3491 South Roosevelt Boulevard Key West, Florida 33040 Operator: USA Parking Systems, Inc. 2401 21S` Avenue Nashville, Tennessee, 37212 m With copy to USA Parking Systems, Inc. Michael Sears, Vice President Operations 1330 S.E. 41h Avenue Suite D Fort Lauderdale, F1. 33316 or such other respective addresses as the parties may designate to each other in writing from time to time. Notice by certified or registered mail shall be deemed given on the date that such notice is deposited in a United States Post Office. ARTICLE XVI PARAGRAPH HEADINGS 16.01 The headings of the various article and sections of this Agreement, and its Table of Contents, are for convenience and ease of reference only, and shall not be construed to define, limit, augment or describe the scope, context, or intent of this Agreement or any part or parts of this Agreement. ARTICLE XVII GENERAL PROVISIONS 17.01 Severability. If any term, covenant, condition or provision of this agreement (or the application thereof to any circumstance or person) shall be declared invalid or unenforceable to any extent by a court of competent jurisdiction, the remaining terms, covenants, conditions and provisions of this agreement, shall not be affected thereby; and each remaining term, covenant, condition and provision of this agreement shall be valid and shall be enforceable to the fullest extent permitted by law unless the enforcement of the remaining terms, covenants, conditions and provisions of this agreement would prevent the accomplishment of the original intent of this agreement. The Owner and Operator agree to reform the agreement to replace any stricken provision with a valid provision that comes as close as possible to the intent of the stricken provision. 17.02 Attorney's Fees and Costs. The Owner and Operator agree that in the event any cause of action or administrative proceeding is initiated or defended by any party relative to the enforcement or interpretation of this agreement, the prevailing party shall be entitled to reasonable attorney's fees, court costs, investigative and out-of-pocket expenses, as an award against the non -prevailing party, and shall include attorney's fees, court costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the Circuit Court of Monroe County. 17.03 Binding Effect. The terms, covenants, conditions, and provisions of this agreement shall bind and inure to the benefit of the Owner and Operator and their respective legal representatives, successors, and assigns. 17.04 Authority. Each party represents and warrants to the other that the execution, delivery and performance of this agreement have been duly authorized by all necessary COUNTY and corporate action, as required by law. 12 17.05 Adjudication of Disputes or Disagreements The Owner and Operator agree that all disputes and disagreements shall be attempted to be resolved by meet and confer sessions between representatives of each of the parties. If no resolution can be agreed upon within thirty (30) days after the first meet and confer session, the issue or issues shall be discussed at a public meeting of the Monroe County Board of County Commissioners. If the issue or issues are still not resolved to the satisfaction of the parties, then any party shall have the right to seek such relief or remedy as may be provided by this agreement by Florida law. 17.06 Cooperation. In the event any administrative or legal proceeding is instituted against either party relating to the formation, execution, performance, or breach of this agreement, the Owner and Operator agree to participate, to the extent required by the other party, in all proceedings, hearings, processes, meetings, and other activities related to the substance of this agreement or provision of the services under this agreement. The Owner and Operator specifically agree that no party to this agreement shall be required to enter into any arbitration proceedings related to this agreement. A party who requests the other's party's participation in accordance with the terms of this section shall pay all reasonable expenses incurred by the other party by reason of such participation. 17.07 Covenant of No Interest. The Owner and Operator covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this agreement, and the only interest of each is to perform and receive benefits as recited in this agreement. 17.08 Code of Ethics. The Owner agrees that officers and employees of the Owner recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to solicitation or acceptance of gifts; doing business with one's agency; unauthorized compensation; misuse of public position, conflicting employment or contractual relationship; and disclosure or use of certain information. 17.09 Public Access. The Owner and Operator shall allow and permit reasonable access to, and inspection of, all documents, papers, letters or other materials in its possession or under its control subject to the provisions of Chapter 119, Florida Statutes, and made or received by the Owner and Operator in conjunction with this agreement; and the Owner shall have the right to unilaterally cancel this agreement upon violation of this provision by Operator. Nothing contained within this section waives attorney/client or attorney work product privilege. 17.10 Privileges and Immunities. All of the privileges and immunities from liability, exemptions from laws, ordinances, and rules and pensions and relief, disability, workers' compensation, and other benefits which apply to the activity of officers, agents, or employees of any public agents or employees of the Owner, when performing their respective functions under this agreement within the territorial limits of the County shall apply to the same degree and extent to the performance of such functions and duties of such officers, agents, volunteers, or employees outside the territorial limits of the County. 17.11 Leizal Obligations and Responsibilities Non -Delegation of Constitutional or Statutory Duties. This agreement is not intended to, nor shall it be construed as, relieving any participating entity from any obligation or responsibility imposed upon the entity by law except 13 to the extent of actual and timely performance thereof by any participating entity, in which case the performance may be offered in satisfaction of the obligation or responsibility. Further, this agreement is not intended to, nor shall it be construed as, authorizing the delegation of the constitutional or statutory duties of the Owner, except to the extent permitted by the Florida Constitution, State Statute, and case law. 17.12 Non -Reliance by Non -Parties. No person or entity shall be entitled to rely upon the terms, or any of them, of this agreement to enforce or attempt to enforce any third -party claim or entitlement to or benefit of any service or program contemplated hereunder, and the Owner and Operator agree that neither the Owner nor Operator or any agent, officer, or employee of either shall have the authority to inform, counsel, or otherwise indicate that any particular individual or group of individuals, entity or entities, have entitlements or benefits under this agreement separate and apart, inferior to, or superior to the community in general or for the purposes contemplated in this agreement. 17.13 Attestations. Operator agrees to execute such documents as the Owner may reasonably require, to include a Public Entity Crime Statement, an Ethics Statement, and a Drug - Free Workplace Statement. 17.14 No Personal Liability. No covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Owner in his or her individual capacity, and no member, officer, agent or employee of Owner shall be liable personally on this agreement or be subject to any personal liability or accountability by reason of the execution of this agreement. 17.15 Execution in Counterparts. This agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this agreement by signing any such counterpart. 17.167. Rights Reserved. Rights not specifically granted to Operator by this Agreement are reserved to the Owner. 17.18 Mutual Review. This agreement has been carefully reviewed by Operator and the Owner, therefore this agreement is not to be construed against either party on the basis of authorship. ARTICLE XVIII ENTIRETY OF AGREEMENT 18.01 The parties agree that this Agreement sets forth the entire agreement between the parties, and there are no promises or understanding other than those stated herein. None of the provisions, terms and conditions contained in this Agreement may be added to, modified, superseded or otherwise altered except by written instrument executed by the parties hereto. 14 WITNESS WHEREOF, the parties have caused this Agreement to be executed this f %i cru. , 2010. L. KOLHAGE, CLERK BOARD OF COUNYY CQMMISSIONERS OF MONROE C , By:1-1 ARM Clerk Ma or Witnesses This doc went was prepared appr as jo form byf IA, J. Mercado, F/q., Assistant County Florida U#e-6�8�#'0'SO' P.O. Box 1026 Key West, FL 33041-1026 (305) 292-3470 OPERATOR USA Parking System, Inc. By. - William H. Bodenhamer, Preside t 15 Approved as to form for USA: Katheryn Millwee, Deputy Gen. Counsel - r- cr z ca .. o r tv cn EXHlHIT Jlt�wwtYwtt�gAttr�-10(N�MtJM%t�M�! �wa�w�.•rwnr/p.�.r�. AWOLrftl"pm WMOW grl�ew�N�tMMrawYM�eMr�r.�.Wa�s....a a wtgwtlw� * �� wrMgrra L onsom tea. a omt wwwoomwfnar�WlL L nsi L Jar nit W M tt EN& L tyt►Y�unJMbW Jwptytt�ML 1 i WJMt1KM L titta w tftyWWnampmSlam" NPOL ♦ �oMwrw�w L nm* dwmw w vm L MffpsMsu Mame dm a liNtwr/titA�L M ur�Yt,Iw/IL \ [Attlttilq[W�JtJ�IL l lNr� L sWAnAw>rt L MlAtntrt�AMrr•rLt't�ttin�hi! 'L IYBAi.IJAl111�iN! L JIL4yatJw�Mdt k C�RIYM tMNWIt. 4 lmm4nmA{p1t L MwwwtMMn gtitltYt�wYr, �Yi1t� � n1� �M1�t~. A OV RALI�JIfJFIE!MWAMMOWNMWM TOR LJlErinM w wmn■naiue -awn EXHIBIT • A+✓°® CERTIFICATE OF LIABILITY INSURANCE Page 1 of '2 11/11/2010 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 be endorsed. If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain •olicies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorse -nt s y- 7,:r,.- ,. PRODUCER RECEIVE 17`i ACT •1i i E• Willis of Tennessee, Inc. PHONE FAX 26 Century Blvd. (A/C No EXT)• 7-945-7378 (A/c Noy 888-467-2378 P. O. Box 305191 E-MAIL Nashville, TN 37230-5191 RFSR ertificates@Willis.com ' / I .URER(S)AFFORDINGCOVERAGE NAIC# INSURER A:Nat.onal Union Fire Insurance Company 19445-002 INSURED INSURERB:Wescheater Fire Insurance Company 21121-001 USA Parking system, Inc. RISK MONRMAO NAGEM�n1TECOUN 1330 SE 4th Ave., Ste. D �1 RERC:Il .nois National Insurance Co. 23817-002 Ft. Lauderdale, FL 33316 °"'Tk,• ,",,„• =tis Specialty Insurance Company 26883-005 INSURER E: I INSURER F: COVERAGES CERTIFICATE NUMBER:-15007187 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 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. INSRP TYPE OF INSURANCE �ADgp�SUBR POLICY NUMBER (MM/DD/YYOUCY VY) (MM!POLICY LIMITS A GENERAL LIABILITY Y N GL4360813 7/1/2010 7/1/2011 EACH OCCURRENCE $ 1,750,000 X .COMMERCIAL GENERAL LIABILITY PREMI ESORENTED (Ea RENT occurence) $ CLAIMS-MADE X OCCUR MED EXP(Any one person) $ ' X $250,000 SIR PERSONAL&ADVINJURY $ 1,750,000 X 2,000,000 Per Loc Agg GENERAL AGGREGATE $ 15,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS-COMP/OPAGG $ 2,000,000 RO- POLICY •,IIF LOC $ A AUTOMOBILE LIABILITY Y N CA3976493(AOS) 7/1/2010 7/1/2011 COaBe NGLE LIMIT $ 2,000,000 X ANY AUTO BODILY INJURY(Per person) $ ALL OWNED SCHEDULEDA AUTOS BODILY INJURY(Per accident) $ HIREDJ SAUTOS -NON-OWNED • PROPERTY e PER Y DAMAGE $ AUTOS ( $ B UMBRELLA LIAB X OCCUR Y N G22055999004 7/1/2010 7/1/2011 EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS-MADE AGGREGATE $ 10,000,000 DED RETENTION$ $ c WORKERS COMPENSATION N WC0 2 614 9 3 17(FL) 7/1/2010 7/1/2011 X WCSTATU- oTH- AND EMPLOYERS'LIABILITY T(1RY I IMITS FR ANY PROPRIETOR/PARTNER/EXECUTIVEY/N N/A E.L.EACH ACCIDENT $ 1,000,000 OFFICER/MEMBER EXCLUDED? (Mandatory,in NH) E.L DISEASE-EA EMPLOYEE $ 1,0 00,000 f yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ 1,000,000 D N N 'CA3976498(AOS) 7/1/2010 7/1/2011 Garagekeepers Legal $1,000,000. Primary Limit Liability Coverage r DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(Attach Acord 101,Additonal Remarks Schedule,if more space is required) Loc #1131, Key West Internationa irpo 349 S. Roo++-evelt Blvd., Key West, FL __(,�.-.(+..fit. ter JAN 2 6 201( r_�:U D-1 . 1 AIRPORTS.• — a—i c 1 • „,.,. 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. AUTHORIZED REPRESENTATIVE Monroe County i;, 1100 Simonton Street ,.': Key West, FL 33040 Co11:3181999 Tpl:1114172 Cert: 500718 ©1988-2010 ACORD CORPORATION.All rights reserved. ACORD 25(2010/05) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: 230068 LOC#: a A ADDITIONAL REMARKS SCHEDULE Page. of _2— AGENCY NAMED INSURED USA Parking System, Inc. Willis of Tennessee, Inc. 1330 SE 4th Ave., Ste. D POLICY NUMBER Ft. Lauderdale, FL 33316 See First Page CARRIER NAIC CODE See First Page EFFECTIVE DATE: See First Page ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: CERTIFICATE OF LIABILITY INSURANCE The Certificate Holder is included as an Additional Insured, except to Workers' Compensation, only to the extent of the negligent performance of activities for Additional Insured by Named Insured. Coverage is limited by the terms and conditions of any written agreement between Named Insured and Additional Insured, and in no event shall Named Insured or its insurer be liable for the act(s) or omission(s), negligent or otherwise, of Additional Insured, its agents, servants or employees. Excess Garagekeepers Legal Liability Included in Umbrella Policy No. G22055999004 $10,000,000 Excess of $1,000,000 per coverage shown on page 1 Crime Policy No. 81148611 Policy Term: 07/01/2010 - 07/01/2011 Carrier: Federal Insurance Company/20281-000 Coverage Limit Employee Theft 1,000,000 Premises 1,000,000 Transit 1,000,000 Forgery 1,000,000 Computer Fraud 1,000,000 Credit Card Fraud 1,000,000 Funds Transfer Fraud 1,000,000 Expense 100,000 ACORD 101 (2008/01) Coll:3181999 Tpl:1114172 Cert:15007187 ©2008ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD