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02/10/2016 Agreement AMY HEAVILIN, CPA CLERK OF CIRCUIT COURT & COMPTROLLER MONROE COUNTY,FLORIDA • DATE: March 10, 2016 TO: Don DeGraw, Director of Airports ATTN: Beth Leto, Airport Business Manager FROM: Cheryl Robertson Executive Aide to the Clerk of Court& Comptroller et At the February 10, 2016 Board of County Commissioner's meeting the Board granted approval and authorized execution of Item C3 Approval to accept a bid proposal and approve a contract with the most responsive bidder "USA Parking System, Inc" providing parking lot management services at the Key West International Airport, including full staffing during normal operating hours and fully automated after hours "pay in lane" device. Enclosed is a duplicate originals executed on behalf of Monroe County,for your handling Should you have any questions, please feel free to contact me. cc: County Attorney Finance File V 500 Whitehead Street Suite 101,PO Box 1980,Key West,FL 33040 Phone:305-295-3130 Fax:305-295-3663 3117 Overseas Highway,Marathon,FL 33050 Phone:305-289-6027 Fox:305-289-6025 88820 Overseas Highway,Plantation Key, FL 33070 Phone:852-7145 Fax:305-852-7146 MANAGEMENT AGREEMENT FOR PARKING LOT MANAGEMENT SERVICES USA PARKING SYSTEM KEY WEST INTERNATIONAL AIRPORT THIS AGREEMENT (hereafter "Contract" or "Agreement") is made and entered into this 12' day of March, 2016, by and between Monroe County, a political subdivision of the State of Florida, (hereafter "County"), 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 1330 SE 4th Avenue, Fort Lauderdale, Florida 33316. 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 1st day of March, 2016(Commencement Date) and terminating at Midnight on the 28th day of February,2019. 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 215441CBP2S2140 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 II FACILITIES AND OPERATIONS 2.01 Description of Privileges, Uses and Rights. 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 Metered Parking Lots as more particularly described on Exhibit "A" dated January 22, 2016 attached hereto and made a part hereof The employee parking area is hereby excluded from this agreement. Contractor shall submit plans and drawings to the Director of Airports for a fully automated parking lot payment system consisting of one (1) pay-in-lane device (the "Equipment"). Upon review and written approval by the Director of Airports the Contractor shall proceed to install the approved Equipment within 30 days of the written approval. The Equipment shall be financed as follows: A. Owner will pay Contractor monthly charges for the Equipment over a sixty (60) month period from March 1, 2016 through February 28, 2021 (the "Payment Period") in the amount of$2,420.00 per month for months 1-36, and $504.00 per month for months 37-60 (each a "Monthly Charge" and collectively, the "Monthly Charges"). The Monthly Charges shall be deemed operating expenses and reimbursed to Contractor as per Article IV below. In addition, any personal property tax assessed on the Equipment shall be either (i) reimbursed as an operating expense, or (ii) paid directly by Owner to the tax authority or equipment financier(as applicable). B. Owner acknowledges that(i) the Equipment is and shall remain personal property and shall not constitute a fixture, and (ii) Owner does not own the Equipment and Owner shall not have or acquire any right, title or interest in or to the Equipment at any time under the Agreement, except as expressly set forth in Section C below. Title to the Equipment shall be 2 115441CB4Z52140 retained by'Contractor or an equipment financier, subject only to any security interest or assignment that Contractor may grant to such equipment financier. Owner shall not suffer or permit any lien or encumbrance to attach to the Equipment. Owner shall refrain from taking any action to bar, restrain or otherwise prevent Contractor, its representatives, agents, secured parties, successors or assigns from entering, and hereby grants to said parties the right of entry to, the Facilities for the purpose of inspecting or, after an event of default under or the expiration of term of this Agreement, taking possession of and removing the Equipment at any reasonable time or times. C. Upon expiration of the Payment Period, provided all Monthly Charges have been paid in accordance herewith, title to the Equipment shall be transferred to Owner. However, notwithstanding anything in this Agreement to the contrary, if this Agreement should not be renewed beyond the initial 36-month term, or if this Agreement should terminate for any reason prior to Contractor's receipt of all sixty (60) Monthly Charges for the entire Payment Period, Owner shall be responsible for paying to Contractor, within ten (10) days after the date of Contractor's statement for same, one lump-sum payment equal to the total of all remaining Monthly Charges for the Payment Period, which shall be automatically accelerated and become due. Upon receipt of such lump-sum payment, title to the Equipment shall be transferred to Owner. Contractor shall be solely responsible for the maintenance of the automated system during the term of this Agreement and any subsequent renewals. The cost of such maintenance shall be reimbursed to Contractor as an operating expense 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 and all parking meter revenues. 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 3 aiw,rnmesxuo collected. Operatot may accept personal checks or credit cards for payment under such terms and conditions as may be approved by Owner for handling such payments. 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 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. 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 (4) 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 under the provision hereof will constitute a default by Operator of this agreement and the Owner may, at its option, immediately terminate this agreement. 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 4 015441(a 2-52140 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, in accordance with Article 4.02 herein below. 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 on the l st day of the month in advance. In addition to the Management Fee, beginning June 2016, 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 Revenues 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". 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 within ten (10) days from 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. Owner shall advance to Operator one-twelfth (1/12) of the operating budget to cover cost of the operation. Owner shall advance the above sum within thirty (30) days following the commencement of this Agreement. 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. ARTICLE V CHARGES AND CONSULTATION 5 21544ICP42-522140 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 utilities. 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) 6 215441Cb 2.52140 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 be responsible for the collection of all monies from the Metered Parking area, the collection of which will be made at a prearranged time to be agreed on by the Operator and the Owner. The monies from which will be included in the Gross Revenues as outlined above. C. 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 7 2I544ICB42,2H0 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, any indemnified party by reason of, or in connection with, (A) any activity of Operator or any of its employees, agents, contractors or other invitees of Operator on the Airport during the term of this Agreement, (B) the negligence or willful misconduct of Operator or any of its employees, agents, contractors or other invitees, or (C) Operator's default in respect of any of the obligations that it undertakes under the terms of this lease, 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 policiesoriginally 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 reasonably acceptable to the County. 8 215441CR 2-zn40 8.06 All insurance policies, or certificates of insurance, 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 protection of the County, its property and employees, and the general public. 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. 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. 9 2lW41CR 2—a uo (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 10 21s441Cne2-5_140 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 Signs. 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. Notwithstanding any contrary provision in this Agreement, to the extent compliance with the Americans with Disabilities Act or other laws require modification(s) to the Facilities of a structural or capital nature, Owner, rather than Operator, shall be responsible for such compliance. 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, 215441 owe-a„o t 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 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 12 21,44 CBM2-52uo 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. Don DeGraw Director of Airports Key West International Airport 3491 South Roosevelt Boulevard Key West, Florida 33040 Operator: USA Parking System, Inc. Attn: William Bodenhamer, President 1330 SE 4th Avenue Fort Lauderdale, Florida 33316 And 13 z]s444B42-ri4o SP Plus Corporation Attn: Legal Department 200 East Randolph Street, Suite 7700 Chicago, Illinois 60601 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 attomey's fees, court costs, investigative and out-of-pocket expenses, as an award against the non- prevailing party, and shall include attomey'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. 14 2154 JCBC S2140 • 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. 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 15 21r441CB1i2-52140 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 Legal 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 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. 1T14 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 Counteparts. 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 16 21 44JCB<2-52H0 constitute one and the same instrument and any of the parties hereto may execute this agreement by signing any such counterpart. 17.16 Section Heading. Section headings have been inserted in this agreement as a matter of convenience of reference only, and it is agreed that such section headings are not a part of this agreement and will not be used in the interpretation of any provision of this agreement. 17.17. 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. 7-2 •n U r- ac m =r A H a IN WITNESS WHEREOF, the parties have caused this Agreement ti}-bLe exegted?Ihis n /4 day of [-CI) , 2016. b `n sS4j4., ,\fYa : isy '- Y HEAVILIN, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUN F RIDA S yr AL . I /i L. By: D• %uty Clerk Ma r a er Carruthers n%_,y// USA PARKING SYSTEM, INC. By: MrtLA</ Sc nee s / .President /ctss.I2 if Witnesses Title 17 2]544 CB42 52140 This c/ument waprreeepared an appro d as to form by: Pe c o, sq., Assistant ounty ttorney lorida Bar o.: 0084050 P.O. Box 1026 Key West, FL 33041-1026 (305) 292-3470 I8 21e44se42s_140 . . • • "it . J ..., . il i.j .,.. . 1 11 , . i- , v ---. ..),.c.! I J'Ur.... . . I. i 1 I--.. - . — I:1i •.• .._ _r_j11_1_P.-:, ..r-----, -, '-------4‘:---- - --.- . .-y. t - .i3L- 1 24.11. ,i,, . • . ----- -- ---11-1 • • If- • --:- • - • - • -.-._.1 - 711 E :._‘":-- :-, ,-- - ).- • ' ••••V " ----- TM f-----f-- 1 1 1 i 1 .1 -.E, ;=•,. 1- i i . 1 t -.N\ . , • ,AH, • .... . . „ .. :--T7 1,11111111.111111 /7:;-_- 501i11.1Hiilili..1 ' • '' •• • • • , •i. , , , • . : 7---h • ',•-:'---• , : . .; E. 111411M4 rtV(5",i 96). • („( j 1 17.:., • '-:.... ' .....::. 4' . .i.:....::,,:,.,, A 1. r • --..,,.:(k . N. . \\ \ (( ; i l'isi av \I 1 114 11' •-: -‘1 .R.1 i e ill 111.1r-- 0 '.9 '...'-•-•'•- -..,..11-'; .1*. ••••::::. ..l.. 'd -::\ ,v,,\ a „, t: •• I. :i . .‘', • ,\ 0 s'00,' il 4.- 1 , WITIT1111111.1fi i.#411 I plit°1011111111a. c .6- . -1. . . , . \ CSI- " s I c — i L •.! 's--......._,J ..\.< , Z g''' '-e'----' • /CD- ) '- . 1-11H111111111+1111111,1311i111111111.1171.111111111 'Y 4Z_j_ • - ' / •,_...7. I I. c' 111111111 Willi 1111111111(11A 11111.1111.1 1.1111.11111111112 :,:._:„,--.. ),./.._,. \\ I • \ :::::---_---.7:_:=„1-1:1:1 -1?,=71=17-1—,— i-____ ...-•••.----. `.--.1.- \\ \ • I -1, i . . \ / . • \ r-,''i • ( • ... • --. ‘ i,. 1/22/2016 EXHIBIT"B" BONUS EVALUATION Score each category from 0-10(10 being the highest score/. Add all scores to achieve total percentage attained. Multiply percentage attained by total amount of bonuses available to determine actual bonus earned. 1.CUSTOMER SERVICE a. Responsiveness to customer concerns and/or complaints b. Customer assistance c. Customer waiting -is the time reasonable 2. EMPLOYEE a. Employee neat and in uniform b. Employee capable and properly trained 3. OVERALL APPEARANCE OF FACILITY a. Facility Clean b. Timely notification to Airport of needed repairs 4. ACCOUNTING a. Bank deposits on time b. Reports accurate and on time 5. TICKET CONTACT a. Unaccounted tickets at reasonable levels b. Unusual variances fully explained B. BUDGET a. Submitted on time b. Various expenditures vs.budget acceptable 7. LOCAL MANAGEMENT a. Staffing at proper levels b. Overtime reasonable 8. HOME OFFICE SUPPORT a. Recommendations concerning rates,charges -- in services,improvements 9. RESPONSIVENESS TO AIRPORTS REQUESTS AND SPECIAL EVENTS 10. OVERALL PERCEPTION OF PARKING OPERATIONS TOTAL POINTS EARNED 0 POINTS EARNED 0 /100= 0% GROSS REVENUE=BONUS .4 O CERTIFICATE OF LIABILITY INSURANCE DAIEI��Ir2orl I 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 DR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERIS), AUTHORIZED G REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER 3 IMPORTANT:li the centlicate holdar is an ADDITIONAL INSURED.the conciliate)must be endorsed.II SUBROGATION IS WAIVED,subject to the lertns and conditions of Om policy,certain policies may require an endorsement A slatemenl on this certificate does not confer rights to the ceni0wte holder in lieu of such erldorsementls). in tam 2 cornAc Ain R• iesk Services Central. Inc. PHow s E066] 2a14122 INN Nel 800-36Y010i ett Chicago IL office INCNs.01) 200 East Randolph Ea goon". S Chicago IL 60601 USA INSURERISI AFFORCWO COVERAGE HAN6 roUMU Egoism& [amerce E. Industry cis 19410 SP Plus Corporation estnERB: Federal Insurance Company 202BI USA Parking System Inc.1330 SE 401 Avenue, suite o ryLg stR C: ACE Property & Casualty Insurance Co. 20699 Fort Lauderdale FL 31316 USA maumFRo: Liberty Insurance underwriters. Inc. 19917 at onal Union Fire Ins Co of Pittsburgh 19445 RUMER F. Hew Nampsh I re Ins Co 23841 COVERAGES CERTIFICATE NUMBER:67000055104f/ REVISION NUMBER: THIS IS INSURANCEBELOW ATEO NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH PERIOD WITHR SPECT TO WHICH T HI INDICATED, 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 BY1 yrP�AIDCLAIMS. Minks shown are as mquefied u▪m PE OF INSURANCE PONCE MreeER 6 Rn,rv�FSin 0 ]pow Ur Lemma YL ce.eMLUMurY 4L 2039D69 Uq l l�/0_I_/LO.It NAPEN[E 13.000.00D C lmculuiwOE nCe[uR SIR apple ei per OOH[y ter ns E. contli ions WruO PREMISESO RI Nr[u_ 32.000,0013 Nr N4�x4 4EO ElP'ARSE"P Ma it."' Excluded •• O+na Ludn .`•.4 PERSON sLS Ad rOUcr S1.000,000 EIN%AGGREGATE LIMIT=FF=We PER EIERAL AGGREGATE S15.000.000 N Pout'p nAECF o 1OC PROwcta.cOUP..PACU 33.000.000 0 I E. E AnomoolE.ioury CA 9734173 01/01/2016 01/01/2017 COMamED WIOLE Limo 15.000.000 A05 EA MOMS yAlly A um CA 0734174 01/01/2016 01/01/2017 e q NI + .r nml 0 ALL —SCHEDULED BObILr lxepay{Pa aware m E AUTOSAUTOS CA 9734175 0001/201601/01/2012 FROPEAT,OA.tOE [^A —rmeonnis — ononrreu VA AR —Au Ar.neran LAM 33.000,000 i A _ UMeRaLLA LIJO S I OCCUR 0E19086669 U1/ol/Eu16 0 tt D 1/01/2017 Each euRRFNCE 525.000,000 NCUSLue lCLANMINDE AGOREGATE 125.000,000 DEOf x!pave"IDS,mg N 0 F V/J11yER5 C0WENLEVN at NC06B022263 01/Ul/201(03/al/2011 x 9Rrge IVs' EmPLoYEArLISES 4.in A0s EL EACH ACOCExr $1.000,000 F o; FVICIERl ,gcir uiw C x a wC06502 2270 01/0l/2016 01/01/2012 pe.0 ory10e RETRO E L.DISEASEEA EMPLOYEE 31.000,000 OFSCART1POiOPEPAA10M Mbn EL dSEASEAoLFY Liver 31,000.000= II HI sC Li ab CVO SMSD414480000 Crime 01/0 WOW 0 I/OI/201T occurrence 31,000,0041 SAA50414490000 Crime xc Re:r tor 2140rE . Key westi InS I ternational Ai rport. 49 RS. Roosevelt wr se ., K y West.iera FL wMonr Q tic tl62 InoKey vest iredrhy ri Ai risen. 349 S. 00 to It Blvd., my ionq FL. Monroe County rOsa is included p aprti liable Insured n rth red le written contract, but lity tan m the operations ofL the icies.d under said.contract, per the VV l applle endorsement with re sleet Co ell isnreta-nedbexpoy and hargesb ese biasiei tYY policies. Insurancesu tM1aeges MI1 i�tl u� zls applicable premiums and ms1sL Is well is retained exposure charges es ablished by the Named / red. '� MN OFAllow DESCRIBED O ttR CERTIFICATE MOLDER Q(p]CANCELLATION ett �J sewed we O ac oSF Pollan DELIVERED I ACC BEFORE me qt� P OLK*pwN 1041. r. 'wow wtnso M ACCORDANCE tram THE uaoe county AUTMwEG MFR UEN[ATIVE Simonton Street Key vest FL 33040 USA a ly _ 1,4 weiwl l�eM In 019884014 ACORD CORPORATION.MI rights reserved. ACORD 25(2014/01) The ACORD name and logo are registered marks of ACORD