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1. 05/22/2019 Agreement I PGJ�GOURTQco 11 Kevin Madok, CPA ' 'I so ' Clerk of the Circuit Court& Comptroller—Monroe County, Florida ti DATE: June 6, 2019 TO: Beth Leto,Airports Business Manager FROM: Pamela G. Hanco. I).C. SUBJECT: May 22' BOCC Meeting Attached are electronic copies of the following items for your handling: C8Jacobs Project Management Co.'s Task Order No. 12/15-51 (Supplemental#1 to Task Order 12/15-21) in the amount of$119,030.00 for the Departure Hall Renovations, Restroom Renovations and Service Animal Pet Relief Area Project at the Key West International Airport, to be funded with PFC #17; FDOT Grant G0E77; and/or Airport Operating Fund 404. C12 McFarland Johnson Task Order No. 2019-04 in the amount of$214,902.00 for Engineering Design Services for a new Airport Maintenance Storage Facility at the Key West International Airport to be paid 50%from Airport Operating Fund 404; and 50%FDOT Grant G1008. C14 Contract with the most responsive bidder, Republic Parking System, LLC, to provide parking lot management services at the Key West International Airport, including full staffing during normal operating hours, an automated gate system for the short-term parking lot, and fully automated after hours "pay in lane" devices for both the long-term and short-term parking lots. Should you have any questions,please feel free to contact me at(305) 292-3550. cc: County Attorney Finance File KEY WEST MARATHON PLANTATION KEY PK/ROTH BUILDING 500 Whitehead Street 3117 Overseas Highway 88820 Overseas Highway 50 High Point Road Key West,Florida 33040 Marathon,Florida 33050 Plantation Key,Florida 33070 Plantation Key,Florida 33070 305-294-4641 305-289-6027 305-852-7145 305-852-7145 MANAGEMENT AGREEMENT FOR PARKING LOT MANAGEMENT SERVICES KEY WEST INTERNATIONAL AIRPORT THIS AGREEMENT (hereafter "Contract" or "Agreement") is made and entered into this 22nd day of May, 2019, 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 Republic Parking System, LLC, a Tennessee Florida Corporation (hereafter Contractor), whose address is 633 Chestnut St., Ste 2000, Chattanooga, TN 37450. 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 five(5)years commencing on the 1st day of July, 2019 (Commencement Date) and terminating at Midnight on the 30th day of June, 2024. 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. 1 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 both vehicle parking areas serving the main terminal, exit booths, control devices, entrances, exits, and other improvements,including the Long-Term and Short-Term Parking Lots as more particularly described on Exhibit "A" dated 05/22/2019 attached hereto and made a part hereof. The employee parking area is hereby excluded from this agreement. Contractor shall refurbish the existing parking lot booth or install one (1) fully automated parking lot payment booth in the long-term parking lot,which is manned, and the Contractor shall install one (1) fully automated gate system and parking pay station in the short-term parking lot, and all associated software within 120 days of the effective date of this Agreement. Contractor shall be solely responsible for the maintenance of the automated systems during the term of this Agreement and any subsequent renewals. The automated pay station equipment must be compatible with Elevon banking software. 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 and credit card fees 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 be 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 or credit cards for payment under such terms and conditions as may be approved by Owner for handling such payments. 2 3.02 Deposits. Operator will collect, hold in trust for Owner, account for, and deposit all Gross Revenues derived from the operation of the Parking Facilities under this Agreement. Cash deposits will be prepared and deposited into Owner's bank each week day. Weekend and holiday cash deposits will be held at the parking operation until the next banking day. Credit card funds will be deposited in Operator's bank account via Operator's merchant identification numbers and then transferred electronically to the Owner's bank at the conclusion of each month. 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 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. Upon approval form the Owner individual line items within the approved annual budget may be increased or decreased from time to time so long as any increase does not exceed the approved annual budget. 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, in accordance with Article 4.02 herein below. 3 ARTICLE IV REIMBURSEMENT AND COMPENSATION TO OPERATOR 4.01 Management Fee. The Owner shall pay the Operator a Management Fee of $3,000 per month, payable on the 1st day of the month in advance. The Management Fee amount agreed to herein may be adjusted annually, based upon an increase is gross revenues to the Airport, up to a max of 15%. The annual percentage increase to the operator shall be negotiated by the Director of Airports and the Operator and approved by the Board of County Commissioners. The Owner shall also pay the Operator a PARCS Management Fee of $5,735.92 per month payable on the 1st day of the month in advance, for a period of 60 months to reimburse the Operator for all equipment costs related to the parking booth, automated parking systems, automated gate, shipping, installation and associated software. In addition to the Management Fee,beginning October lst, 2019, 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". 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. 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 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)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, 5 however, that the intent of this Agreement is to provide a high level of service to the users 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 10 p.m., 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. 7.06 PCI Compliance. (A) Operator shall be responsible for maintaining compliance of the revenue-processing parking equipment and related hosting and other systems servicing the Premises, including the equipment installed per Section 2.02 of this Agreement, with prevailing industry standards governing the storing,handling, processing and transmission of personal and financial information, including, but not limited to, Payment Card Industry standards (collectively, the "Standards"). The Owner agrees not to knowingly make any changes to the Systems which may impact their compliance with the Standards during the Term of this Agreement without first apprising Concessionaire in writing, it being the intent of the parties that Operator shall at all 6 times have current information regarding the Systems for Standards compliance purposes and be fully accountable to the Owner with respect thereto. (B) Operator shall notify the Owner in writing if it becomes aware that the Systems or any portion thereof are not compliant with the Standards at any time during the Term, and shall obtain competitive quotations for requisite upgrades, the cost of which shall be paid by the Owner per the terms in Section 3.05 of this Agreement. All costs incurred by Operator in the performance of its obligations under this Section 7.07 shall be operating expenses,provided that Operator shall seek the prior approval of the Owner for any proposed cost that exceeds the sum of$10,000, such consent not to be unreasonably withheld. (C) If the Owner does not approve an upgrade or other expenditure requested by Operator to maintain compliance of the Systems with the Standards, the Owner agrees to indemnify and hold Operator harmless from and against all Claims incurred by, imposed upon, brought or asserted against Operator arising from non-compliance with the Standards, and waives any and all Claims it may have against Operator for any adverse impact upon Gross Receipts arising directly from non-compliance of the Systems. The foregoing indemnity and waiver shall be limited by the extent to which the Claims arise out of or are attributable to the negligence or non-performance of Concessionaire with its obligations under Section 7.06. (D) If the services of an independent Qualified Security Assessor are obtained with respect to compliance of the Systems, the report of the Qualified Security Assessor and any certificates of compliance issued by the Qualified Security Assessor shall be determinative as to the compliance of the Systems 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, 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 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 sole 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 7 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 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. A) 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 8 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 9 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 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 10 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. 13.02 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. 11 ARTICLE XIV NON-DISCRIMINATION 14.01 Non-discrimination. Operator and Owner agree that there will be no discrimination against any person, and it is expressly understood that upon a determination by a court of competent jurisdiction that discrimination has occurred, this Agreement automatically terminates without any further action on the part of any party, effective the date of the court order. Operator and Owner 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 VII of the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the basis of race, color, religion, sex, and 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.3601 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. 12101 Note), as may be amended from time to time,relating to nondiscrimination on the basis of disability; 10)Monroe County Code, Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, disability, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; 11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties hereto, or the subject matter of, this Agreement. 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: Richard Strickland. CM Director of Airports 12 Key West International Airport 3491 South Roosevelt Boulevard Key West, Florida 33040 Operator: Bob Linehart Senior Vice President 633 Chestnut St., Ste 2000 Chattanooga, TN 37450 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 13 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. 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. 14 17.09 Public Access. Contractor must comply with Florida public records laws, including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of the Constitution of Florida.The County and Contractor shall allow and permit reasonable access to, and inspection of, all documents, records, papers, letters or other "public record"materials in its possession or under its control subject to the provisions of Chapter 119,Florida Statutes, and made or received by the County and Contractor in conjunction with this contract and related to contract performance. The County shall have the right to unilaterally cancel this contract upon violation of this provision by the Contractor. Failure of the Contractor to abide by the terms of this provision shall be deemed a material breach of this contract and the County may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing party, be entitled to reimbursement of all attorney's fees and costs associated with that proceeding. This provision shall survive any termination or expiration of the contract. The Contractor is encouraged to consult with its advisors about Florida Public Records Law in order to comply with this provision. Pursuant to F.S. 119.0701 and the terms and conditions of this contract,the Contractor is required to: (1) Keep and maintain public records that would be required by the County to perform the service. (2) Upon receipt from the County's custodian of records,provide the County with a copy of the requested records or allow the records to be inspected or copied within a reasonable time at a cost that does not exceed the cost provided in this chapter or as otherwise provided by law. (3) Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except as authorized by law for the duration of the contract term and following completion of the contract if the contractor does not transfer the records to the County. (4) Upon completion of the contract, transfer, at no cost, to the County all public records in possession of the Contractor or keep and maintain public records that would be required by the County to perform the service. If the Contractor transfers all public records to the County upon completion of the contract, the Contractor shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Contractor keeps and maintains public records upon completion of the contract, the Contractor shall meet all applicable requirements for retaining public records.All records stored electronically must be provided to the County, upon request from the County's custodian of records, in a format that is compatible with the information technology systems of the County. (5) A request to inspect or copy public records relating to a County contract must be made directly to the County, but if the County does not possess the requested records, the County shall immediately notify the Contractor of the request, and the Contractor must provide the records to the County or allow the records to be inspected or copied within a reasonable time. 15 IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470 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. 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. 16 17.15 Execution in Counterparts.This agreement maybe 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. 17.16 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 alt ` ` except by written instrument executed by the parties hereto. r rn 1- cn ^o IN WITNESS WHEREOF, the parties have caused this Agreement t�r�,-' ' executed this 22. jy day of . , 2019. "� r-- cn c A `i , VIN MADOK, CLERK BOARD OF COUNTY COMMISSIONERS J.A e'.''''t 4414 ,.,.`', 1\3 t � OF MONROi COU Y FLORIDA w / / By: Deputy Clerk Mayor REP IC PAN'KI 0 G SYSTEM, LLC kI By: ____ IF/ i_ C.. S e\4 Witnesses Title: i/ ,ec V i J e.v n Ce t"Ies ikde"r II •NROE • ),• r. ORNEY ' -•1 , i , , •- - . COUNTY ATTORNEIt 0 /S 17 Date Exhibit A EYW Long Term and Short Term Parking 05/22/2019 "'" "'1•" Ur •.`1 IMP I"fir ii io .. . *At.. i •• .,. ,ww.; .. ...■. .. Isr.s • • I. 1" 1"111 k` • t *• /v~� k I ,..-...t. M 7-' ;.:e`er'`;,7~ , r ... .•.....-sr".,1♦ .• I AMNION air a 1 • ! a � .I. St ,,-114 a‘ 'kik a 11114V1i 'CT' 44110 .._. t'1 �.� is !. • ..I ,_:_.ti I'•— , '"3 it 1 e. I--, :--) , . r r' d� . ,_ _.- _._ ' z 1 *r 1 f eA r r '3 ` f ., `ws .• i '`; ' ►' - 0' a •►t !/ t 6 IV— * i '4 I• '' , 4111 t I N. I - 0 . . <s a ve • x �k � @ 4F� r k� seta a. . -� 4 "'fir . ae ..,,+''- - r 18 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 6. 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 L_ 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 • _ Page 1. of 2 A RD® CERTIFICATE OF LIABILITY INSURANCE °03/01/2019 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 pollcy(ies)must have ADDITIONAL INSURED provisions or be endorsed, If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement A statement on this certificate does not confer rights to the certificate holder In lieu of such endorsement(s). PRODUCER CONTACT NAME: Willie of Illinois, Inc. PHONE FAX c/o 26 Century Blvd .sisPHO E-MAIL N9..EaUL 1-877-945-7378 (NC,Nob 1-888-467-2378 eertificatea@willie.com P.O. Box 305191 ADDRESS: Nashville, TN 372305191 USA INSURER(S)AFFORDING COVERAGE NAIC 0 INSURERA: State National Insurance Company Inc 12831 INSURED INSURERB: Travelers Property Casualty Company of Amp 25674 Republic Parking system, LLC 633 chestnut Street, Suite 2000 INSURERC: National Union Fire Insurance Company of P 19445 Chattanooga, TN 37450 INSURERO: Liberty Mutual Insurance Company 23043 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:W10313307 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 POUCIIQ�ESLIMIITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INS( �'A$BC '-� ( POLICY EFF. POLICY EXP tl I TYPE OF INSURANCE 1 .1_ POLICY NUMBER JMM,71DIYYYY1(MM"DDfVYYY1 _ _ LIMITS X COMMERCIAL GENERAL LIABILITY 1 EACH OCCURRENCE 5 1,000,000 DAMAGo.O RENTED 300,000 ao CLAIMS-MADE X OCCUR PREMMES.(Ea rronca)r }}S — A MED EXP(Any one Fern) 45 15,000 Y RDN-10002-CGX O7/01/2018 01/01/2019 PERSONAL BAOVINJURY S 1,000,000 GENLAGGREGATE LIMIT APPLIES PER GENERAL AGGREGATE S 2,000,000 X POLICY PRO- X JECS LOG [PRODUCTS-COMPIOPAGG S 2,000,000 OTHER. / S AUTOMOBILEUABILITY t COMBINEIDSINGLL'1t1,tIT $ 1,000,000 X,ANY AUTO BODILY INJURY(Per person) S M� A "' OWNED t SCHEDULED Y RDN-10003-CAY 07/01/2018 07/CS/2019 BODILY INJURY(Per acddent) 5 _- 4 AUTOS ONLY I AUTOS _ - __ HIRED NON-OWNEDPROPERTY DAMAGE S� AUTOS ONLY ) AUTOS ONLY Per accident( 5 A X UMBRELLAUAB X ,OCCUR 1 EACH OCCURRENCE , 5 14,000,000 EXCESSUAB 3 1 DE Y RON-10005-11b01 07/01/2018 07/61/2019 AGGREGATE S 14,000,000 X DED ) I RETENTION 10,000 S WORKERS COMPENSATION j' X 6n { t I�TH" AND EMPLOYERS UABIUTY Y/N t f +'T� ! I ER a 1,000,000 B ANYPROPR+£TORIPARTNER/EXECUTIVE t E.L.EACH ACCIDENT - S OFFICERIMEMBEREXCLUDED? Ne IN/A + TC2JUH-2.7703373-18 07/01/201B 07/01/2019 (Mandatory In NH) E.L.DISEASE-EA EMPLOYEE 5 1,000,000 If yyes.deacibe under 1,000,000 DESCRIPTIONOFOPERAT10NSbelow 1 I E.I.,DISEASE-POLICYLIMIT S A Automobile Liability (MA) Y PON-10C04-CAX 07/01/2018 07/01/2019 Any Auto Limit: $1,000,000 sg DESCRIPTION OF OPERATIONS/LOCATIONS$VEHICLES(ACORD 101,Addlficnal Remarks Schedule.may be attached it more sore Is required) in,.f+ A.M. Beat Ratings AIS State National Insurance Company: A ) National Union Fire Insurance Company of Pittsburgh: A BY r !Ctr. bgl Travelers Property Casualty Company of America: A++ (Superior) � t ' Liberty Mutual Insurance Company: A DATZ- ' SEE ATTACHED WAIVER YES_.-_ 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. Monroe County SOCC AUTHORIZED REPRESENTATIVE 1100"Simonton Street /r l. Rey West, FL 33040 .LWUu WU.O+ 71988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 06 ID: 17593606 9.1,161: 1092386 AGENCY CUSTOMER ID: LOC#: 3 DD®A ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Willis o! Illinois, Inc- Republic Parking System, LLC 633 Chestnut Streot,,Suite 2000 ~POUCY NUMBER Chattanooga, TN 37450 See Page 1 CARRIER NAIC CODE See Page 1 See Page 1 EFFECTIVE DATE:Sae Page 1 -ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Monroe County BOCC is included as an Additional Insured as respects to General Liability, Auto Liability when required by written contract, subject to policy terms i conditions, as pertains to the operations of the insured and Umbrella/Excess Liability. INSURER AFFORDING COVERAGE: National Union Fire Insurance Company of Pittsburgh NAIC#: 19445 POLICY NUMBER: 64662164 EFF DATE: 07/01/2018 EXP DATE: 07/01/2019 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Crime - Employee Dishonesty Broad Form $5,000,000 Money i Securities INSURER AFFORDING COVERAGE: Liberty Mutual Insurance Company NAIC#: 23043 POLICY NUMBER: TL1-B71-171336-018 EFF DATE: 07/01/2018 EXP DATE: 07/01/2019 ADDITIONAL INSURED: Y TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Excess Liability Limit: $25,000,000 ($25,000,000 Xs $15,000,000) INSURER AFFORDING COVERAGE: State National Insurance Company Inc NAIC#: 12B31 POLICY NUMBER: RDN-10003-CAY EFF DATE: 07/01/2018 EXP DATE: 07/01/2019 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Garage Liability Limit: $1,000,000 INSURER AFFORDING COVERAGE: Travelers Property Casualty Company of America NAIC#: 25674 POLICY NUMBER: TRJUB-2J703361-16 EFF DATE: 07/01/2019 EXP DATE: 07/01/2019 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Workers Compensation G E.L. Each Accident: $1,000,000 Employers Liability E.L. Disease Ea. Emp: $1,000,000 E.L. Disease Policy: $1,000,000 ACORD 101(2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 17593606 BATCH: 1092386 CERT: W10313307 This Endorsement Changes the Policy. Please Read It Carefully. NOTICE TO CERTIFICATE HOLDER OR DESIGNATED ENTITY INDIVIDUAL This endorsement modifies all coverage parts included in this policy. SCHEDULE PERSON OR ORGANIZATION:A 30 day notice of cancellation applies with a 10 day exception for non—payment, in favor of certificate holder when required by written contract, with respect to all policies and subject to the provisions and limitations of the policy ADDRESS: To by provided by Insured Number of Days Notice of Cancellation: 30 Days (If left blank,no notice will be sent.) Number of Days Notice of Nonrenewal:30 Days (If left blank, no notice will be sent.) A. If we cancel this policy for any statutorily permitted reason other than nonpayment of premium,we will mail notice of cancellation to the Scheduled person or organization at the address shown in the Schedule above. We will mail this notice at least the number of days shown in the Schedule above for cancellation, However,failure to send such notice or send it within the specified time period will not rescind the cancellation. B. if we decide not to renew this policy for any statutorily permitted reason,we will mail notice of nonrenewal to the Scheduled person or organization at the address shown in the Schedule above. We will mail such notice at least the number of days shown in the Schedule above for nonrenewal. However,failure to send such notice or send it within the specified time period will not rescind the nonrenewal. This endorsement forms a part of 0710112018 Policy Number: RDN-10002-CGX Effective Date: Insured: Imperial Parking(U.S.),LLC Includes copyrighted material of RIL 02 022 0412 Insurance Services Office,Inc.,with Page 1 of 1 its permission. This Endorsement Changes the Policy. Please Read It Carefully. NOTICE TO CERTIFICATE HOLDER OR DESIGNATED ENTITY INDIVIDUAL This endorsement modifies all coverage parts included in this policy. SCHEDULE PERSON OR ORGANIZATION:A 30 day notice of cancellation applies with a 10 day exception for non—payment, in favor of certificate holder when required by written contract, with respect to all policies and subject to the provisions and limitations of the policy ADDRESS: To by provided by Insured Number of Days Notice of Cancellation: 30 Days (If left blank,no notice will be sent,) Number of Days Notice of Nonrenewal:30 Days (If left blank, no notice will be sent.) A. If we cancel this policy for any statutorily permitted reason other than nonpayment of premium,we will mail notice of cancellation to the Scheduled person or organization at the address shown in the Schedule above. We will mail this notice at least the number of days shown in the Schedule above for cancellation. However,failure to send such notice or send it within the specified time period will not rescind the cancellation. B. If we decide not to renew this policy for any statutorily permitted reason,we will mail notice of nonrenewal to the Scheduled person or organization at the address shown in the Schedule above. We will mail such notice at least the number of days shown in the Schedule above for nonrenewal. However,failure to send such notice or send it within the specified time period will not rescind the nonrenewal. This endorsement forms a part of 07/0112018 Policy Number: RDN-10003-CAY Effective Date: Insured: Imperial Parking(U.S.),LLC RIL 02 022 0412 Includes copyrighted material of Insurance Services Office,Inc.,with Page 1 of 1 its permission_ This Endorsement Changes the Policy. Please Read It Carefully. NOTICE TO CERTIFICATE HOLDER OR DESIGNATED ENTITY INDIVIDUAL This endorsement modifies all coverage parts included in this policy. SCHEDULE PERSON OR ORGANIZATION:A 30 day notice of cancellation applies with a 10 day exception for non-payment, in favor of certificate holder when required by written contract, with respect to all policies and subject to the provisions and limitations of the policy ADDRESS: To by provided by Insured Number of Days Notice of Cancellation:30 Days (If left blank, no notice will be sent.) Number of Days Notice of Non renewal: 30 Days (If left blank,no notice will be sent.) A. If we cancel this policy for any statutorily permitted reason other than nonpayment of premium,we will mail notice of cancellation to the Scheduled person or organization at the address shown in the Schedule above. We will mail this notice at least the number of days shown in the Schedule above for cancellation. However,failure to send such notice or send it within the specified time period will not rescind the cancellation. B. If we decide not to renew this policy for any statutorily permitted reason,we will mail notice of nonrenewal to the Scheduled person or organization at the address shown in the Schedule above. We will mail such notice at least the number of days shown in the Schedule above for nonrenewal. However,failure to send such notice or send it within the specified time period will not rescind the nonrenewal. This endorsement forms a part of 07/01/2018 Policy Number: RDN-10004-CAX Effective Date: Insured: imperial Parking(U.S.),LLC RIL 02 022 0412 Includes copyrighted material of Insurance Services Office,Inc.,with Page 1 of 1 its permission. This Endorsement Changes the Policy. Please Read It Carefully. NOTICE TO CERTIFICATE HOLDER OR DESIGNATED ENTITY INDIVIDUAL This endorsement modifies all coverage parts included in this policy. SCHEDULE PERSON OR ORGANIZATION: A 30 day notice of cancellation applies with a 10 day exception for non-payment, in favor of certificate holder when required by written contract, with respect to all policies and subject to the provisions and limitations of the policy ADDRESS: To by provided by Insured Number of Days Notice of Cancellation:30 Days (If left blank, no notice will be sent.) Number of Days Notice of Nonrenewal:30 Days (If left blank, no notice will be sent.) A. If we cancel this policy for any statutorily permitted reason other than nonpayment of premium,we will mail notice of cancellation to the Scheduled person or organization at the address shown in the Schedule above. We will mail this notice at least the number of days shown in the Schedule above for cancellation. However,failure to send such notice or send it within the specified time period will not rescind the cancellation. B. If we decide not to renew this policy for any statutorily permitted reason,we will mail notice of nonrenewal to the Scheduled person or organization at the address shown in the Schedule above. We will mail such notice at least the number of days shown in the Schedule above for nonrenewal. However,failure to send such notice or send it within the specified time period will not rescind the nonrenewal. This endorsement forms a part of 07101f2018 Policy Number. RDN-10005-UMX Effective Date: Insured: Imperial Parking(U.S.),LLC RIL 02 022 0412 Includes copyrighted material of Insurance Services Office,Inc.,with Page 1 of 1 its permission. This Endorsement Changes the Policy. Please Read It Carefully. COMMERCIAL AUTOMOBILE ENHANCEMENT This endorsement modifies coverage provided under the following: BUSINESS AUTO COVERAGE FORM 1. BROADENED INSURED COVERAGE Under Section II—COVERED AUTOS LIABILITY COVERAGE,the following changes are made: A. BROAD NAMED INSURED The following is added to A.Coverage,paragraph 1.Who Is An Insured: d. Any legally incorporated entity of which you own more than 50%of the voting stock on the effective date of this coverage part is an insured. B. ADDITIONAL INSUREDS—BY CONTRACT,AGREEMENT OR PERMIT The following is added to A.Coverage,paragraph 1.Who Is An Insured: e. Any person or organization, not otherwise identified as an"insured"in this coverage or by endorsement to this coverage,that you are required by written contract,written agreement or written permit to name as an"insured". The insurance provided under item B. above applies on a primary basis if that is required by the written contract,written agreement or written permit. Coverage under this provision is limited to the minimum limits of liability stipulated in that written contract,written agreement or written permit or the amount of loss not to exceed the Limit of Liability shown in the Declarations,whichever is less. C. EMPLOYEES AS INSUREDS The following is added to A.Coverage, paragraph 1.Who Is An Insured: f.Any"employee"of yours is an"insured"while using a covered'auto"you don't own, hire or borrow in your business or your personal affairs. D. FELLOW EMPLOYEE COVERAGE B.Exclusions,paragraph 5. Fellow Employee is deleted and replaced with the following: "Bodily injury"to: a. Any fellow°employee"of the"insured"arising out of and in the course of the fellow"employee's"employment or while performing duties. related to the conduct of your business;or b. The spouse,child, parent, brother or sister of that fellow"employee"as a consequence of Paragraph a.above. Includes copyrighted material of RCA 01 0021013 Insurance Services Office,Inc.with Page 1 of 4 its permission. However,we will cover"bodily injury"caused by your"employee"to his or her fellow"employee"if the"bodily injury`results from the use of a covered"auto" you own or hire. 2. ADDITIONAL SUPPLEMENTARY PAYMENTS Section II COVERED AUTOS LIABILITY COVERAGE,A.Coverage, paragraph 2.a. Coverage Extensions,Supplementary Payments,items(2)and(4)are deleted and replaced by the following: (2) Up to$5000 for the cost of bail bonds(including bonds for related traffic law violations)required because of an"accident"we cover.We do not have to furnish these bonds. (4) All reasonable expenses incurred by the"insured"at our request,including actual loss of earnings up to$500 a day because of time off from work. 3. KNOWLEDGE AND NOTICE OF OCCURRENCE Section IV-BUSINESS AUTO CONDITIONS,A.Loss Conditions, paragraph 2. Duties In The Event Of Accident,Claim,Suit Or Loss,item a.is deleted and replaced by the following and item d.is added: a. In the event of an"accident",claim,"suit"or"loss"you must give us or our authorized representative prompt notice of the"accident"or"loss"when the"accident",claim, "suit"or"loss"is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership or joint venture; (3) An"executive officer"or director if you are a corporation; (4) A member,if you are a limited liability company; (5) A trustee if you are a trust;or (6) An"employee"designated by you to give us such a notice. This notice should include: (1) How,when and where the"accident"or"loss"occurred; (2) The"insured's"name and address;and (3) To the extent possible,the names and addresses of any injured persons and witnesses. d.Your rights afforded under this policy will not be prejudiced if you fail to give us notice of an"accident", claim,"suit"or"loss", solely due to your reasonable and documented belief that the"bodily injury"or"property damage"is not covered under this policy. 4. WAIVER OF SUBROGATION The following is added to Section IV-BUSINESS AUTO CONDITIONS, A.Loss Conditions,paragraph 5.Transfer of Rights of Recovery Against Other To Us: If the insured has waived those rights prior to the"accident"or"loss",our rights are waived also. 5. UNINTENTIONAL ERRORS AND OMISSIONS The following is added to Section IV-BUSINESS AUTO CONDITIONS, B.General RCA 01 0021013 Includes copyrighted material of Insurance Services Office,Inc.with Page 2 of 4 its permission. Conditions,paragraph 2.Concealment,Misrepresentation Or Fraud: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy,provided such failure is not intentional. However,we reserve the right to charge additional premium for any such hazard. 6. BROADENED PHYSICAL DAMAGE COVERAGE Under Section III—PHYSICAL DAMAGE COVERAGE,the following changes are made: A. WAIVER OF DEDUCTIBLE—GLASS REPAIR The following is added to D. Deductible: No deductible for a covered"auto"will apply to glass damage if the glass is repaired rather than replaced. B. ADDITIONALTRANSPORTATION EXPENSES A.Coverage,4.Coverage Extensions,paragraph a.Transportation Expenses is deleted and replaced by the following: We will pay up to$50 per day to a maximum of$1500 for temporary transportation expense incurred by you because of the total theft of a covered"auto"of the private passenger type. We will pay only for those covered"autos"for which you carry either Comprehensive or Specified Causes Of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending,regardless of the policy's expiration,when the covered"auto"is returned to use or we pay for its"loss". C. ADDITIONAL LOSS OF USE EXPENSES A.Coverage,4.Coverage Extensions,paragraph b. Loss Of Use Expenses is deleted and replaced by the following: For Hired Auto Physical Damage,we will pay expenses for which an"insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered"auto"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered"auto";or (3) Collision only if the Declarations Indicate that Collision Coverage is provided for any covered"auto". However,the most we will pay for any expenses for loss of use is$65 per day,to a maximum of$1500. D. COST TO RECOVER STOLEN AUTO The following is added to A.Coverage,4.Coverage Extensions. We will pay reasonable and necessary expenses incurred by you to return a stolen, covered"auto"from the place where it is recovered to its usual garaging place. The most we will pay for such expenses is$1000. This Coverage Extension does not apply if your business is selling,servicing or repairing"autos". Includes copyrighted material of RCA 01 0021013 Insurance Services Once.Inc.with Page 3 of 4 its permission. E. PERSONAL EFFECTS COVERAGE The following is added to A.Coverage,4.Coverage Extensions. In the event of a total theft of a covered"auto",we will pay for personal effects owned by an"insured"and in or on the covered"auto"at the time of"loss". The most we will pay for such personal effects is$500 per loss". No deductibles apply to this Personal Effects Coverage. F. AIRBAGS—ACCIDENTAL DISCHARGE COVERAGE The following is added to B.Exclusions,paragraph 3. This exclusion does not apply to the accidental discharge of an airbag caused by or arising from mechanical or electrical breakdown,provided the covered"auto"does not also incur other physical damage. The most we will pay for such"loss"is$1000. This coverage is excess over any other collectible insurance or warranty. No deductibles apply to this Airbags—Accidental Discharge Coverage. G. VEHICLE WRAP COVERAGE The following is added to A.Coverage,4.Coverage Extensions. In the event of a total"loss"to a covered"auto"and in addition to the actual cash value of the covered"auto",we will pay up to$1000 to repair or replace vehicle wraps displayed on the"auto"at the time of"loss". The most we will pay under the Vehicle Wrap Coverage is$5000 for any one"loss", regardless of the number of covered"autos"deemed a total"loss". For the purpose of this coverage,vehicle wraps are full color,graphic images printed on vinyl film and attached to an"auto". 7. ADDITIONAL DEFINITIONS The following is added to Section V—DEFINITIONS: "Executive Officer"means a person holding any of the officer positions created by your charter,constitution, by-laws or any similar governing document. This endorsement forms a part of Policy Number:RDN-10003-CAY Effective Date: 07101/2018 Insured: Imperial Parking(U.S.),LLC RCA a1 002 1013 Includes copyrighted material of Insurance Services Office,Inc.with Page 4 of 4 its permission. This Endorsement Changes the Policy. Please Read It Carefully. COMMERCIAL AUTOMOBILE ENHANCEMENT This endorsement modifies coverage provided under the following: BUSINESS AUTO COVERAGE FORM 1. BROADENED INSURED COVERAGE Under Section II—COVERED AUTOS LIABILITY COVERAGE,the following changes are made: A. BROAD NAMED INSURED The following is added to A.Coverage, paragraph 1.Who Is An Insured: d. Any legally incorporated entity of which you own more than 50%of the voting stock on the effective date of this coverage part is an insured. B. ADDITIONAL INSUREDS—BY CONTRACT,AGREEMENT OR PERMIT The following is added to A.Coverage, paragraph 1.Who Is An Insured: e. Any person or organization, not otherwise identified as an"insured"in this coverage or by endorsement to this coverage,that you are required by written contract,written agreement or written permit to name as an"insured". The insurance provided under item B.above applies on a primary basis if that is required by the written contract,written agreement or written permit. Coverage under this provision is limited to the minimum limits of liability stipulated in that written contract,written agreement or written permit or the amount of loss not to exceed the Limit of Liability shown in the Declarations,whichever is less. C. EMPLOYEES AS INSUREDS The following is added to A.Coverage, paragraph 1.Who Is An Insured: f.Any"employee"of yours is an"insured"while using a covered"auto"you don't own, hire or borrow in your business or your personal affairs. D. FELLOW EMPLOYEE COVERAGE B.Exclusions,paragraph 5.Fellow Employee is deleted and replaced with the following: "Bodily injury"to: a. Any fellow"employee"of the"insured"arising out of and in the course of the fellow"employee's"employment or while performing duties related to the conduct of your business;or b. The spouse,child,parent, brother or sister of that fellow"employee"as a consequence of Paragraph a.above. Includes copyrighted material of RCA 01 002 1013 Insurance Services Office,Inc.with Page 1 of 4 its permission. However,we will cover'bodily injury"caused by your"employee"to his or her fellow"employee"if the"bodily injury"results from the use of a covered"auto" you own or hire. 2. ADDITIONAL SUPPLEMENTARY PAYMENTS Section II—COVERED AUTOS LIABILITY COVERAGE,A.Coverage, paragraph 2.a. Coverage Extensions,Supplementary Payments,items(2)and(4)are deleted and replaced by the following: (2) Up to$5000 for the cost of bail bonds(including bonds for related traffic law violations)required because of an"accident"we cover.We do not have to furnish these bonds. (4) All reasonable expenses incurred by the"insured"at our request,including actual loss of earnings up to$500 a day because of time off from work. 3. KNOWLEDGE AND NOTICE OF OCCURRENCE Section IV-BUSINESS AUTO CONDITIONS, A. Loss Conditions,paragraph 2. Duties In The Event Of Accident,Claim,Suit Or Loss, item a.is deleted and replaced by the following and item d.is added: a. In the event of an'accident",claim,"suit"or"loss"you must give us or our authorized representative prompt notice of the"accident"or"loss"when the"accident",claim, "suit"or"loss"is known to: (1) You, if you are an individual; (2) A partner,if you are a partnership or joint venture; (3) An"executive officer"or director if you are a corporation; (4) A member, if you are a limited liability company; (5) A trustee if you are a trust;or (6) An"employee"designated by you to give us such a notice. This notice should include: (1) How,when and where the"accident" or"loss"occurred; (2) The"insured's"name and address;and (3) To the extent possible, the names and addresses of any injured persons and witnesses. d.Your rights afforded under this policy will not be prejudiced if you fail to give us notice of an"accident",claim,"suit"or"loss", solely due to your reasonable and documented belief that the"bodily injury"or"property damage"is not covered under this policy. 4. WAIVER OF SUBROGATION The following is added to Section IV-BUSINESS AUTO CONDITIONS, A.Loss Conditions, paragraph 5.Transfer of Rights of Recovery Against Other To Us: If the insured has waived those rights prior to the"accident"or"loss",our rights are waived also. 5. UNINTENTIONAL ERRORS AND OMISSIONS The following is added to Section IV-BUSINESS AUTO CONDITIONS,B.General RCA 01 0021013 Includes copyrighted material of Insurance Services Office,Inc.with Page 2 of 4 Its permission. Conditions,paragraph 2.Concealment,Misrepresentation Or Fraud: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy, provided such failure is not intentional, However,we reserve the right to charge additional premium for any such hazard. 6. BROADENED PHYSICAL DAMAGE COVERAGE Under Section III—PHYSICAL DAMAGE COVERAGE,the following changes are made: A. WAIVER OF DEDUCTIBLE—GLASS REPAIR The following is added to D.Deductible: No deductible for a covered"auto"will apply to glass damage if the glass is repaired rather than replaced. B. ADDITIONALTRANSPORTATION EXPENSES A.Coverage,4.Coverage Extensions,paragraph a.Transportation Expenses is deleted and replaced by the following: We will pay up to$50 per day to a maximum of$1500 for temporary transportation expense incurred by you because of the total theft of a covered"auto"of the private passenger type. We will pay only for those covered"autos"for which you carry either Comprehensive or Specified Causes Of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration,when the covered"auto"is returned to use or we pay for its"loss". C. ADDITIONAL LOSS OF USE EXPENSES A.Coverage,4.Coverage Extensions, paragraph b. Loss Of Use Expenses is deleted and replaced by the following: For Hired Auto Physical Damage,we will pay expenses for which an"insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered"auto"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered"auto"; or (3) Collision only if the Declarations Indicate that Collision Coverage is provided for any covered"auto". However,the most we will pay for any expenses for loss of use is$65 per day,to a maximum of$1500. D. COST TO RECOVER STOLEN AUTO The following is added to A.Coverage,4.Coverage Extensions. We will pay reasonable and necessary expenses incurred by you to return a stolen, covered"auto"from the place where it is recovered to its usual garaging place. The most we will pay for such expenses is$1000. This Coverage Extension does not apply if your business is selling,servicing or repairing"autos". Includes copyrighted material of RCA 01 0021013 Insurance Services Office.Inc.with Page 3 of 4 its permission, E. PERSONAL EFFECTS COVERAGE The following is added to A.Coverage,4.Coverage Extensions. In the event of a total theft of a covered"auto",we will pay for personal effects owned by an"insured"and in or on the covered"auto"at the time of"loss". The most we will pay for such personal effects is$500 per"loss". No deductibles apply to this Personal Effects Coverage. F. AIRBAGS—ACCIDENTAL DISCHARGE COVERAGE The following is added to B.Exclusions,paragraph 3. This exclusion does not apply to the accidental discharge of an airbag caused by or arising from mechanical or electrical breakdown, provided the covered"auto"does not also incur other physical damage. The most we will pay for such"loss"is$1000. This coverage is excess over any other collectible insurance or warranty. No deductibles apply to this Airbags—Accidental Discharge Coverage. G. VEHICLE WRAP COVERAGE The following is added to A.Coverage,4.Coverage Extensions. In the event of a total"loss"to a covered"auto"and in addition to the actual cash value of the covered"auto",we will pay up to$1000 to repair or replace vehicle wraps displayed on the"auto"at the time of"loss". The most we will pay under the Vehicle Wrap Coverage is$5000 for any one"loss", regardless of the number of covered"autos"deemed a total"loss": For the purpose of this coverage,vehicle wraps are full color,graphic images printed on vinyl film and attached to an"auto". 7. ADDITIONAL DEFINITIONS The following is added to Section V—DEFINITIONS: "Executive Officer"means a person holding any of the officer positions created by your charter,constitution, by-laws or any similar governing document. This endorsement forms a part of Policy Number.RDN-10004•CAX Effective Date: 07/0112018 Insured: Imperial Parking(U.S.),LLC RCA 01 002 1013 Includes copyrighted material of Insurance Services Office,Inc.with Page 4 of 4 Its permission. This Endorsement Changes the Policy. Please Read It Carefully. COMMERCIAL GENERAL LIABILITY ENHANCEMENT This endorsement modifies coverage provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART(OCCURRENCE VERSION) 1. NON-OWNED WATERCRAFT Under SECTION I—COVERAGE A.,paragraph 2, Exclusions,item(2)(a)of the Aircraft, Auto or Watercraft exclusion is replaced by the following: (2) A watercraft you do not own that is: (a)Less than 75 feet long;and This provision does not apply if the insured has any other insurance for"bodily injury"or °property damage"that would also apply to this extension of coverage, or would apply except for the exhaustion of its limits whether the other insurance is primary, excess,contingent or on any other basis. 2.PROPERTY DAMAGE COVERAGE EXTENSIONS A. Under SECTION I-COVERAGE A, paragraph 2. Exclusions,the Damage To Property exclusion is replaced by the following: j.Damage To Property Property Damage"to (1) Property you own, rent or occupy, including any costs or expenses incurred by you,or any other person,organization or entity,for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon,if the"property damage"arises out of any part of those premises and occurred from hazards that were known by you, or should reasonably have been known by you,at the time the property was transferred or abandoned; (3) Property loaned to you; (4) Personal property in the care,custody or control of the insured; (5) That particular part of real property an which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations,if the"property damage"arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because"your work"was incorrectly performed on it. Paragraphs(1), (3)and(4)of this exclusion do not apply to"property damage"(other than damage by fire)to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III—Limits of Insurance. Paragraph(2)of this exclusion does not apply if the premises are"your work"and were never occupied, rented or held for rental by you. RGL 02 001 0614 Includes copyrighted material of Insurance Page 1 of 9 Services Office,Inc.,with its permission. Paragraphs(3),(4),(5)and(6)of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs(3), (4)and(6)of this exclusion do not apply to"property damage"arising out of the use of an elevator at-premises you own, rent or occupy. This insurance is excess over any valid and collectible insurance available to any insured whether primary,excess or contingent. Paragraph(6)of this exclusion does not apply to"property damage"included in the "products-completed operations hazard". B. The following is added to the Damage to Your Product exclusion: This exclusion does not apply to"property damage"to"your product"while on,being moved onto or off of an elevator;or liability assumed under a sidetrack agreement. This insurance is excess over any other valid and collectible insurance available to any insured whether primary,excess or contingent. C. Under Section I—COVERAGE A,the last paragraph after the exclusions is replaced by the following: Exclusions c.through n.do not apply to damage to premises by fire, lightning,explosion, smoke or leakage from fire protective systems while rented to you or temporarily occupied by you with permission of the owner.A separate limit of insurance applies to this coverage as described in Section III—Limits of Insurance. This limit will apply to all damage proximately caused by the same event,whether such damage results from fire, lightning, explosion,smoke or leakage from fire protective systems or any combination of the five. D. Under SECTION III—LIMITS OF INSURANCE, item 6.is amended as follows: 6.Subject to paragraph 5.above, the higher of: a. $500,000;or b. The Damage To Premises Rented To You Limit shown in the Declarations is the most we will pay under Coverage A for damages because of"property damage" to any one premises,while rented to you,or in the case of damage by fire, lightning, explosion, smoke or leakage from fire protective systems,while rented to you or temporarily occupied by you with permission of the owner. E. Under Section 1V—COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraph b. (1)(a)(ii)under the Other Insurance condition is replaced by the following: (ii) That is Fire, Lightning, Explosion, Smoke or Leakage from Fire Protective Systems insurance for premises rented to you or temporarily occupied by you with permission of the owner; F. Under SECTION V—DEFINITIONS, paragraph a.of the Insured Contract definition is replaced by the following: a. A contract for a lease of premises. However,that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion,smoke or leakage from fire protective systems to premises while rented RGL 02 001 0614 Includes copyrighted material of Insurance Page 2 of 9 Services Office,Inc.,with ils permission. to you or temporarily occupied by you with permission of the owner is not an "insured contract". The coverage provided under provision 2.C.through F.above does not apply if Damage To Premises Rented To You of COVERAGE A is excluded either by the provisions of the Coverage Part or by endorsement. 3. BROAD FORM PERSONAL AND ADVERTISING INJURY A. Under SECTION I—COVERAGE B-PERSONAL AND ADVERTISING INJURY LIABILITY,the Contractual Liability exclusion is deleted. B. Under SECTION V—DEFINITIONS,the following paragraph is added to the definition of "personal and advertising injury": h. Vicarious liability for discrimination or humiliation(unless insurance thereof is prohibited by law)that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1)Not done intentionally by or at the direction of: (a) The insured; (b) Any"executive officer", director,stockholder, partner, spouse of a partner, member, spouse of a member, manager or trustee of the insured; and (2) Not related directly or indirectly to an"employee"or to the employment, prospective employment or termination of employment of any person by an insured. Provision 3. above does not apply if COVERAGE B—PERSONAL AND ADVERTISING INJURY LIABILITY is excluded either by the provisions of the Coverage Part or by endorsement. 4. MEDICAL PAYMENTS—INCREASED LIMITS A. Under SECTION I -COVERAGE C-MEDICAL PAYMENTS,item 1.a.(3)(b)is replaced by the following: (b)The expenses are incurred and reported to us within three years of the date of the accident; and B. Under SECTION III—LIMITS OF INSURANCE, paragraph 7 is replaced by the following: 7. Subject to Paragraph 5.above,the higher of: a. $15,000;or b. The amount shown in the Declarations for Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of"bodily injury"sustained by any one person. This coverage does not apply if Coverage C—Medical Payments is excluded either by the provisions of the Coverage Part or by endorsement. 5. SUPPLEMENTARY PAYMENTS INCREASED LIMITS Under SUPPLEMENTARY PAYMENTS—COVERAGES A AND B,paragraphs 1.b.and 1.d. are replaced by the following: RGL 02 001 0614 Includes copyrighted material of Insurance Page 3 of 9 Services Office,Inc.,with its permission. b. Up to$2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to $500 a day because of time off from work. 6. BROADENED INSURED COVERAGE Under SECTION II—WHO IS AN INSURED,the following changes are made: A. BROAD NAMED INSURED The following is added: Any legally incorporated entity of which you own more than 50%of the voting stock is an insured. However,this insurance does not apply to"bodily injury"or"property damage"that occurred before you acquired or formed the organization or"personal and advertising injury"arising out of an offense committed before you acquired or formed the organization. Coverage for any such organization will cease as of the date during the policy period on which you no longer maintain more than 50%of the voting stock. This provision does not apply to any person or organization for which coverage is excluded. B. PARTNERSHIPS AND JOINT VENTURES The last paragraph of Section II—Who Is An Insured beginning"No person or organization is an insured...."is replaced by the following: You are an insured with respect to the conduct of any current or past partnership or joint venture, but only with respect to your interest in such current or past partnership or joint venture. No other person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. This provision does not apply to any person or organization for which coverage is excluded. C. FELLOW EMPLOYEE COVERAGE Paragraph 2.a.(1)(a)is replaced by the following: (a) To you,to your partners or members(if you are a partnership or joint venture), to your members(if you are a limited liability company); This provision does not apply to any person or organization for which coverage is excluded. D. INCIDENTAL MEDICAL MALPRACTICE COVERAGE The following is added to item 2.a.(1)(d): However,this exclusion does not apply to the rendering or failure to render by an "employee"of yours: RGL 02 001 0614 Includes copyrighted material of Insurance Page 4 of 9 Services Office,inc_,with its permission„ i. Medical,paramedical,dental,x-ray or nursing service or treatment or the furnishing of food or beverages in connection therewith;or II. The furnishing or dispensing of drugs or medical or dental supplies; as long as you are not in the business or occupation of providing these services. This extension of coverage does not apply to punitive or exemplary damages, if coverage of such is permitted by statute or case law. The insurance provided by this extension of coverage is excess over any other valid and collectible insurance available to the insured,whether primary,excess,contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. This provision does not apply to any person or organization for which coverage is excluded. E. NEWLY ACQUIRED ORGANIZATIONS Paragraph 3.a. is replaced by the following: a. Coverage under this provision is afforded until the end of the policy period; This provision does not apply to any person or organization for which coverage is excluded. F. MANAGERS OR LESSORS OF PREMISES Managers or lessors of yours are insureds but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you. This insurance does not apply to: 1. Any"occurrence"which takes place after you cease to be a tenant in that premises. 2. Structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor added by this provision. G. LESSORS OF LEASED EQUIPMENT Any person or organization from whom you lease equipment is an insured, but only: 1. When you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy; , 2. With respect to liability for"bodily injury","property damage"or"personal and advertising injury"caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s)or organization(s). With respect to the insurance afforded to these additional insureds,this insurance does not apply to any"occurrence"which takes place after the equipment lease expires. H. USERS OF WATERCRAFT Any person,who with your consent,either uses or is responsible for the use of a watercraft is an insured, but only for their liability arising out of the use or operation of that watercraft on your behalf. RGL 02 001 0614 Includes copyrighted material of Insurance Page 5 of 9 Services Office,Inc.,with its permission. I. VENDORS If this policy provides Products Liability Coverage, any vendor you are required by a written contract or written agreement to name as an additional insured is an insured,but only with respect to"bodily injury"or"property damage"arising out of"your products" which are distributed or sold in the regular course of the vendor's business, subject to the following additional exclusions: The insurance afforded the vendor does not apply to: a. "Bodily injury"or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement.This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing,or the substitution of parts under instructions from the manufacturer,and then repackaged in the original container, e. Any failure to make such inspections, adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution and sale of the products; f. Demonstration, installation,servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the products; g. Products which,after distribution or sale by you, have been labeled or re-labeled or used as a container,part or ingredient of any other thing or substance by or for the vendor;or h. "Bodily injury"or"property damage"arising out of the sole negligence of the vendor for its own acts or omissions or those of its"employees"or anyone else acting on its behalf. However,this exclusion does not apply to; (1) The exceptions contained in sub-paragraphs d. or f.;or (2) Such inspections,adjustments,tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. This insurance does not apply to any insured person or organization,from whom you have acquired such products,or any ingredient, part or container,entering into, accompanying or containing such products. J. ADDITIONAL INSUREDS—CONTROLLING INTEREST Any person or organization who has financial control of you is an insured, but only with respect to their liability arising out of their financial control of you or premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. K. ADDITIONAL INSUREDS—BY CONTRACT,AGREEMENT OR PERMIT Item 4 is added as follows: 4. Any person or organization not otherwise identified as an insured in this coverage or covered or excluded by endorsement attached to this coverage, that you are required by written contract,written agreement or written permit to name as an insured is an insured but only with respect to"bodily injury","property damage"or"personal and advertising injury"caused in whole or in part by your acts or omissions or the acts or omissions of those acting on your behalf: RGL 02 001 0614 Includes copyrighted material of Insurance Page 6 of 9 Services Office,Inc.,with Its permission. a. In the performance of"your work"for the additional insured(s)at the location(s) designated in the written contract,written agreement or written permit;or b. In connection with your premises owned by or rented to you. However,with respect to the insurance afforded to these additional insureds,the following additional exclusions apply: This insurance does not apply: (1) Unless the written contract or written agreement has been executed or the written permit has been issued prior to the"bodily injury","property damage" or"personal and advertising injury"; (2) To"bodily injury","property damage"or"personal and advertising injury" occurring after: (a)The termination date of any requirement to add additional insureds in any such contract,agreement'or permit;or(b)The end of this policy period,whichever comes first;or (3) To the rendering or failure to render any professional service. The insurance afforded such additional insureds under items 6.F through 6.K: a. Applies only to the extent permitted by law; b. If required by a written contract,written agreement or written permit,coverage provided the additional insured will not be broader than that which you are required by the written contract,written agreement or written permit to provide for such additional insureds;and c. Does not apply to any person or organization excluded in this coverage form or by endorsement to this coverage form. With respect to the insurance afforded these additional insureds under 6.F through 6.K, the following is added to Section III—Limits of Insurance: If coverage provided to any additional insured is required by a written contract,written agreement or written permit, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract,agreement or permit;or 2.Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This provision will not increase the applicable Limits of Insurance shown in the Declarations. 7. PRIMARY AND NON-CONTRIBUTORY—OTHER INSURANCE CONDITION The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary and Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance;and RGL 02 001 0614 Includes copyrighted material of Insurance Page 7 of 9 Services Office,Inc.,with its permission. (2) You have agreed in writing in a contract,agreement or permit that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. 8. KNOWLEDGE AND NOTICE OF OCCURRENCE Under SECTION IV—COMMERCIAL GENERAL LIABIUTY CONDITIONS, paragraphs e. and f.are added to the Duties In The Event of Occurrence,Offense,Claim or Suit condition as follows: e. Your rights afforded under this policy will not be prejudiced if you fail to give us notice of an"occurrence",offense or claim, solely due to your reasonable and documented belief that the"bodily injury","property damage"or"personal and advertising injury"is not covered under this policy. f. You must give us prompt notice of an"occurrence",offense,claim or loss only when the "occurrence"offense,claim or loss is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An"executive officer"or director, if you are a corporation; (4) A member, if you are a limited liability company; (5) A trustee, if you are a trust; or (6) An"employee'designated by you to give us such a notice. 9. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Under SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS,the following is added to the Representations condition: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy, provided such failure is not intentional. However, we reserve the right to charge additional premium for any such hazard. 10. WAIVER OF SUBROGATION Under SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS,the following is added to the Transfer of Rights of Recovery Against Others To Us condition: If the insured has waived those rights in a written contract,written agreement or written permit executed before loss, our rights are waived also. 11. BODILY INJURY REDEFINED Under SECTION V—DEFINITIONS,the definition of"bodily injury"is replaced by the following: 2. "Bodily injury"means bodily injury, disability, mental anguish, mental injury,shock,fright, humiliation,sickness or disease sustained by a person, including death resulting from any of these at any time. 12. MOBILE EQUIPMENT REDEFINED Under SECTION V—DEFINITIONS, paragraph f.of the definition of"mobile equipment"is replaced by the following: RGL 02 001 0614 Includes copyrighted material of Insurance Page 8 of 9 Services Office,Inc.,with its permission. f. Vehicles not described in a.,b.,c.or d.above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not"mobile equipment" but will be considered "autos", unless weighing less than 10,000 pounds gross vehicle weight and designed for use off public roads: (1) Equipment designed primarily for. (a) Snow removal; (b) Road maintenance,but not construction or resurfacing;or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered"autos". 13.LIBERALIZATION If we adopt a change in our forms or rules that would broaden the coverage of this policy without additional premium,the broader coverage will apply to this policy when the change becomes effective in your state. This endorsement forms a part of 07101/2018 Polley Number: RDN-10002-CGX Effective Date: Insured: Imperial Parking(U.S.),LLC RGL 02 001 0614 Includes copyrighted material of Insurance Page 9 of 9 Services Office,Inc.,with its permission. Page 1 of 2 ® DATE(MM/DDIYYYY) ALA o CERTIFICATE OF LIABILITY INSURANCE 03/01/2019 THIS.CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). . PRODUCER CONTACT NAME: Willis of Illinois, Inc. (NC. Ext): 1-877-945-7378 (NC,No): 1-888-467-2378 c/o 26 Century Blvd ( E-MAIL P.O. Box 305191 ADDRESS: certificates@willis.com Nashville, TN 372305191 USA INSURER(S)AFFORDINGCOVERAGE NAIC# INSURERA: State National Insurance Company Inc 12831 INSURED INSURERB: Travelers Property Casualty Company of Ame 25674 Republic Parking e Su, eLC i lUnionFireCompany 6Natona Insurance633 Chestnut Street, Suite 2000 INSURERC: of P 19445 Chattanooga, TN 37450 INSURERD: Liberty Mutual Insurance Company 23043 INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER:W10313307 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. ILTR TYPE OF INSURANCE INSD SUBR WVD POLICY NUMBER POLICY EFF POLICY EXP LIMITS (MM/DD/YYYY) (MMIDD/YYYY) X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S 1,000,000 CLAIMS-MADE X OCCUR PREMISESO(Es occu r nce) S 300,000 A MED EXP(Any one person) S 15,000 Y RDN-10002-CGX 07/01/2018 07/01/2019 PERSONAL&ADVINJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PRO JECT X LOC PRODUCTS-COMP/OPAGG $ 2,000,000 OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S 1,000,000 (Ea accident) X ANY AUTO BODILY INJURY(Per person) $ A OWNED SCHEDULED Y RDN-10003-CAY 07/01/2018 07/01/2019 BODILY INJURY(Per accident) S AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE S AUTOS ONLY AUTOS ONLY (Per accident) S A X UMBRELLA LIAR X OCCUR EACH OCCURRENCE S 14,000,000 EXCESS LIAB CLAIMS-MADE Y RDN-10005-UMX 07/01/2018 07/01/2019 AGGREGATE S 14,000,000 X DED RETENTION$10,000 • WORKERS COMPENSATION X MUTE EMPLOYERS'LIABILITY STATUTE ER Y/N B ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT S 1,000,000 OFFICER/MEMBER EXCLUDED? No N/A TC2JUB-2J703373-18 07/01/2018 07/01/2019 1,000,000 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ A Automobile Liability (MA) Y RDN-10004-CAX 07/01/2018 07/01/2019 Any Auto Limit: $1,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) ,/L n A.M. Best Ratings //Vl(�/�1 ' 117�� State National Insurance Company: A f�Qp, }9(SK MEW 1/ t National Union Fire Insurance Company of Pittsburgh: A SY -(1 � 4 g Travelers Property Casualty Company of America: A++ (Superior) r L,r� C/ Liberty Mutual Insurance Company: A DATE "—' W (/, SEE ATTACHED WAIVER YES.. ad-C]'C(, 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 BOCC 1100 Simonton Street r`� (� Key West, FL 33040 l.'vft4L/uj�( /Ll,p+ ©1988-2016 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD SR ID: 17593606 BATCH: 1092386 AGENCY CUSTOMER ID: LOC#: ACCORD ADDITIONAL REMARKS SCHEDULE Page 2 of 2 AGENCY NAMED INSURED Willis of Illinois, Inc. Republic Parking System, LLC 633 Chestnut Street, Suite 2000 POLICY NUMBER Chattanooga, TN 37450 See Page 1 CARRIER NAIC CODE See Page 1 See Page 1 EFFECTIVE DATE:See Page 1 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Monroe County BOCC is included as an Additional Insured as respects to General Liability, Auto Liability when required by written contract, subject to policy terms & conditions, as pertains to the operations of the insured and Umbrella/Excess Liability. INSURER AFFORDING COVERAGE: National Union Fire Insurance Company of Pittsburgh NAIC#: 19445 POLICY NUMBER: 64682164 EFF DATE: 07/01/2018 EXP DATE: 07/01/2019 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Crime - Employee Dishonesty Broad Form $5,000,000 Money & Securities INSURER AFFORDING COVERAGE: Liberty Mutual Insurance Company NAIC#: 23043 POLICY NUMBER: TL1-B71-171336-018 EFF DATE: 07/01/2018 EXP DATE: 07/01/2019 ADDITIONAL INSURED: TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Excess Liability Limit: $25,000,000 ($25,000,000 Xs $15,000,000) INSURER AFFORDING COVERAGE: State National Insurance Company Inc NAIC#: 12831 POLICY NUMBER: RDN-10003-CAY EFF DATE: 07/01/2018 EXP DATE: 07/01/2019 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Garage Liability Limit: $1,000,000 INSURER AFFORDING COVERAGE: Travelers Property Casualty Company of America NAIC#: 25674 POLICY NUMBER: TRJUB-2J703361-18 EFF DATE: 07/01/2018 EXP DATE: 07/01/2019 TYPE OF INSURANCE: LIMIT DESCRIPTION: LIMIT AMOUNT: Workers Compensation & E.L. Each Accident: $1,000,000 Employers Liability E.L. Disease Ea. Emp: $1,000,000 E.L. Disease Policy: $1,000,000 ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SR ID: 17593606 BATCH: 1092386 CERT: W10313307 This Endorsement Changes the Policy. Please Read It Carefully. NOTICE TO CERTIFICATE HOLDER OR DESIGNATED ENTITY INDIVIDUAL This endorsement modifies all coverage parts included in this policy. SCHEDULE PERSON OR ORGANIZATION:A 30 day notice of cancellation applies with a 10 day exception for non-payment, in favor of certificate holder when required by written contract, with respect to all policies and subject to the provisions and limitations of the policy ADDRESS: To by provided by Insured Number of Days Notice of Cancellation: 30 Days (If left blank, no notice will be sent.) Number of Days Notice of Nonrenewal: 30 Days (If left blank, no notice will be sent.) A. If we cancel this policy for any statutorily permitted reason other than nonpayment of premium, we will mail notice of cancellation to the Scheduled person or organization at the address shown in the Schedule above. We will mail this notice at least the number of days shown in the Schedule above for cancellation. However, failure to send such notice or send it within the specified time period will not rescind the cancellation. B. If we decide not to renew this policy for any statutorily permitted reason, we will mail notice of nonrenewal to the Scheduled person or organization at the address shown in the Schedule above. We will mail such notice at least the number of days shown in the Schedule above for nonrenewal. However, failure to send such notice or send it within the specified time period will not rescind the nonrenewal. This endorsement forms a part of 07/01/2018 Policy Number: RDN-10002-CGX Effective Date: Insured: Imperial Parking(U.S.),LLC RIL 02 022 0412 Includes copyrighted material of Insurance Services Office,Inc.,with Page 1 of 1 its permission. This Endorsement Changes the Policy. Please Read It Carefully. NOTICE TO CERTIFICATE HOLDER OR DESIGNATED ENTITY INDIVIDUAL This endorsement modifies all coverage parts included in this policy. SCHEDULE PERSON OR ORGANIZATION:A 30 day notice of cancellation applies with a 10 day exception for non-payment, in favor of certificate holder when required by written contract, with respect to all policies and subject to the provisions and limitations of the policy ADDRESS: To by provided by Insured Number of Days Notice of Cancellation: 30 Days (If left blank, no notice will be sent.) Number of Days Notice of Nonrenewal: 30 Days (If left blank, no notice will be sent.) A. If we cancel this policy for any statutorily permitted reason other than nonpayment of premium, we will mail notice of cancellation to the Scheduled person or organization at the address shown in the Schedule above. We will mail this notice at least the number of days shown in the Schedule above for cancellation. However, failure to send such notice or send it within the specified time period will not rescind the cancellation. B. If we decide not to renew this policy for any statutorily permitted reason, we will mail notice of nonrenewal to the Scheduled person or organization at the address shown in the Schedule above. We will mail such notice at least the number of days shown in the Schedule above for nonrenewal. However, failure to send such notice or send it within the specified time period will not rescind the nonrenewal. This endorsement forms a part of 07/01/2018 Policy Number: RDN-10003-CAY Effective Date: Insured: Imperial Parking(U.S.),LLC Includes copyrighted material of RIL 02 022 0412 Insurance Services Office,Inc.,with Page 1 of 1 its permission. This Endorsement Changes the Policy. Please Read It Carefully. NOTICE TO CERTIFICATE HOLDER OR DESIGNATED ENTITY INDIVIDUAL This endorsement modifies all coverage parts included in this policy. SCHEDULE PERSON OR ORGANIZATION:A 30 day notice of cancellation applies with a 10 day exception for non-payment, in favor of certificate holder when required by written contract, with respect to all policies and subject to the provisions and limitations of the policy ADDRESS: To by provided by Insured Number of Days Notice of Cancellation: 30 Days (If left blank, no notice will be sent.) Number of Days Notice of Nonrenewal: 30 Days (If left blank, no notice will be sent.) A. If we cancel this policy for any statutorily permitted reason other than nonpayment of premium, we will mail notice of cancellation to the Scheduled person or organization at the address shown in the Schedule above. We will mail this notice at least the number of days shown in the Schedule above for cancellation. However, failure to send such notice or send it within the specified time period will not rescind the cancellation. B. If we decide not to renew this policy for any statutorily permitted reason, we will mail notice of nonrenewal to the Scheduled person or organization at the address shown in the Schedule above. We will mail such notice at least the number of days shown in the Schedule above for nonrenewal. However, failure to send such notice or send it within the specified time period will not rescind the nonrenewal. This endorsement forms a part of 07/01/2018 Policy Number: RDN-10004-CAX Effective Date: Insured: Imperial Parking(U.S.),LLC RIL 02 022 0412 Includes copyrighted material of Insurance Services Office,Inc.,with Page 1 of 1 its permission. This Endorsement Changes the Policy. Please Read It Carefully. • NOTICE TO CERTIFICATE HOLDER OR DESIGNATED ENTITY INDIVIDUAL This endorsement modifies all coverage parts included in this policy. SCHEDULE PERSON OR ORGANIZATION: A 30 day notice of cancellation applies with a 10 day exception for non-payment, in favor of certificate holder when required by written contract, with respect to all policies and subject to the provisions and limitations of the policy ADDRESS: To by provided by Insured Number of Days Notice of Cancellation: 30 Days (If left blank, no notice will be sent.) Number of Days Notice of Nonrenewal: 30 Days (If left blank, no notice will be sent.) A. If we cancel this policy for any statutorily permitted reason other than nonpayment of premium, we will mail notice of cancellation to the Scheduled person or organization at the address shown in the Schedule above. We will mail this notice at least the number of days shown in the Schedule above for cancellation. However, failure to send such notice or send it within the specified time period will not rescind the cancellation. B. If we decide not to renew this policy for any statutorily permitted reason, we will mail notice of nonrenewal to the Scheduled person or organization at the address shown in the Schedule above. We will mail such notice at least the number of days shown in the Schedule above for nonrenewal. However, failure to send such notice or send it within the specified time period will not rescind the nonrenewal. This endorsement forms a part of 07/01/2018 Policy Number: RDN-10005-UMX Effective Date: Insured: Imperial Parking(U.S.),LLC Includes copyrighted material of RIL 02 022 0412 Insurance Services Office,Inc.,with Page 1 of 1 its permission. This Endorsement Changes the Policy. Please Read It Carefully. COMMERCIAL AUTOMOBILE ENHANCEMENT This endorsement modifies coverage provided under the following: BUSINESS AUTO COVERAGE FORM 1. BROADENED INSURED COVERAGE Under Section II—COVERED AUTOS LIABILITY COVERAGE, the following changes are made: A. BROAD NAMED INSURED The following is added to A. Coverage, paragraph 1.Who Is An Insured: d. Any legally incorporated entity of which you own more than 50% of the voting stock on the effective date of this coverage part is an insured. B. ADDITIONAL INSUREDS—BY CONTRACT,AGREEMENT OR PERMIT The following is added to A. Coverage, paragraph 1.Who Is An Insured: e. Any person or organization, not otherwise identified as an "insured" in this coverage or by endorsement to this coverage, that you are required by written contract, written agreement or written permit to name as an "insured". The insurance provided under item B. above applies on a primary basis if that is required by the written contract, written agreement or written permit. Coverage under this provision is limited to the minimum limits of liability stipulated in that written contract, written agreement or written permit or the amount of loss not to exceed the Limit of Liability shown in the Declarations, whichever is less. C. EMPLOYEES AS INSUREDS The following is added to A. Coverage, paragraph 1.Who Is An Insured: f.Any"employee" of yours is an "insured"while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. FELLOW EMPLOYEE COVERAGE B. Exclusions, paragraph 5. Fellow Employee is deleted and replaced with the following: "Bodily injury"to: a. Any fellow"employee" of the"insured" arising out of and in the course of the fellow"employee's" employment or while performing duties related to the conduct of your business; or b. The spouse, child, parent, brother or sister of that fellow"employee" as a consequence of Paragraph a. above. RCA 01 002 1013 Includes copyrighted material of Insurance Services Office,Inc.with Page 1 of 4 its permission. However, we will cover"bodily injury" caused by your"employee"to his or her fellow"employee" if the"bodily injury" results from the use of a covered "auto" you own or hire. 2. ADDITIONAL SUPPLEMENTARY PAYMENTS Section II—COVERED AUTOS LIABILITY COVERAGE, A. Coverage, paragraph 2.a. Coverage Extensions,Supplementary Payments, items (2) and (4) are deleted and replaced by the following: (2) Up to$5000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an"accident"we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the"insured" at our request, including actual loss of earnings up to $500 a day because of time off from work. 3. KNOWLEDGE AND NOTICE OF OCCURRENCE Section IV-BUSINESS AUTO CONDITIONS, A. Loss Conditions, paragraph 2. Duties In The Event Of Accident, Claim, Suit Or Loss, item a. is deleted and replaced by the following and item d. is added: a. In the event of an"accident", claim, "suit" or"loss"you must give us or our authorized representative prompt notice of the"accident" or"loss"when the"accident", claim, "suit" or"loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership or joint venture; (3) An "executive officer" or director if you are a corporation; (4) A member, if you are a limited liability company; (5) A trustee if you are a trust; or (6) An "employee" designated by you to give us such a notice. This notice should include: (1) How, when and where the"accident" or"loss" occurred; (2) The"insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. d. Your rights afforded under this policy will not be prejudiced if you fail to give us notice of an "accident", claim, "suit" or"loss", solely due to your reasonable and documented belief that the"bodily injury" or"property damage" is not covered under this policy. 4. WAIVER OF SUBROGATION The following is added to Section IV-BUSINESS AUTO CONDITIONS, A. Loss Conditions, paragraph 5. Transfer of Rights of Recovery Against Other To Us: If the insured has waived those rights prior to the"accident" or"loss", our rights are waived also. 5. UNINTENTIONAL ERRORS AND OMISSIONS The following is added to Section IV-BUSINESS AUTO CONDITIONS, B. General RCA 01 002 1013 Includes copyrighted material of Insurance Services Office, Inc.with Page 2 of 4 its permission. Conditions, paragraph 2. Concealment, Misrepresentation Or Fraud: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy, provided such failure is not intentional. However, we reserve the right to charge additional premium for any such hazard. 6. BROADENED PHYSICAL DAMAGE COVERAGE Under Section III—PHYSICAL DAMAGE COVERAGE,the following changes are made: A. WAIVER OF DEDUCTIBLE—GLASS REPAIR The following is added to D. Deductible: No deductible for a covered "auto"will apply to glass damage if the glass is repaired rather than replaced. B. ADDITIONALTRANSPORTATION EXPENSES A. Coverage,4. Coverage Extensions, paragraph a. Transportation Expenses is deleted and replaced by the following: We will pay up to$50 per day to a maximum of$1500 for temporary transportation expense incurred by you because of the total theft of a covered "auto" of the private passenger type. We will pay only for those covered "autos"for which you carry either • Comprehensive or Specified Causes Of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered"auto" is returned to use or we pay for its"loss". C. ADDITIONAL LOSS OF USE EXPENSES A. Coverage,4. Coverage Extensions, paragraph b. Loss Of Use Expenses is deleted and replaced by the following: For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations Indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of$1500. D. COST TO RECOVER STOLEN AUTO The following is added to A. Coverage,4. Coverage Extensions. We will pay reasonable and necessary expenses incurred by you to return a stolen, covered "auto"from the place where it is recovered to its usual garaging place. The most we will pay for such expenses is$1000. This Coverage Extension does not apply if your business is selling, servicing or repairing "autos". RCA 01 002 1013 Includes copyrighted material of Insurance Services Office, Inc.with Page 3 of 4 its permission. E. PERSONAL EFFECTS COVERAGE The following is added to A. Coverage,4. Coverage Extensions. In the event of a total theft of a covered "auto", we will pay for personal effects owned by an"insured"and in or on the covered "auto" at the time of"loss". The most we will pay for such personal effects is$500 per"loss". No deductibles apply to this Personal Effects Coverage. F. AIRBAGS—ACCIDENTAL DISCHARGE COVERAGE The following is added to B. Exclusions, paragraph 3. This exclusion does not apply to the accidental discharge of an airbag caused by or arising from mechanical or electrical breakdown, provided the covered "auto"does not also incur other physical damage. The most we will pay for such"loss" is $1000. This coverage is excess over any other collectible insurance or warranty. No deductibles apply to this Airbags—Accidental Discharge Coverage. G. VEHICLE WRAP COVERAGE The following is added to A. Coverage,4. Coverage Extensions. In the event of a total "loss"to a covered "auto"and in addition to the actual cash value of the covered "auto", we will pay up to$1000 to repair or replace vehicle wraps displayed on the"auto" at the time of"loss". The most we will pay under the Vehicle Wrap Coverage is$5000 for any one"loss", regardless of the number of covered "autos" deemed a total "loss". For the purpose of this coverage, vehicle wraps are full color, graphic images printed on vinyl film and attached to an"auto". 7. ADDITIONAL DEFINITIONS The following is added to Section V—DEFINITIONS: "Executive Officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any similar governing document. This endorsement forms a part of Policy Number: RDN-10003-CAY Effective Date: 07/01/2018 Insured: Imperial Parking(U.S.),LLC Includes copyrighted material of RCA 01 002 1013 Insurance Services Office,Inc.with Page 4 of 4 its permission. This Endorsement Changes the Policy. Please Read It Carefully. COMMERCIAL AUTOMOBILE ENHANCEMENT This endorsement modifies coverage provided under the following: BUSINESS AUTO COVERAGE FORM 1. BROADENED INSURED COVERAGE Under Section II—COVERED AUTOS LIABILITY COVERAGE, the following changes are made: A. BROAD NAMED INSURED The following is added to A. Coverage, paragraph 1.Who Is An Insured: d. Any legally incorporated entity of which you own more than 50% of the voting stock on the effective date of this coverage part is an insured. B. ADDITIONAL INSUREDS—BY CONTRACT,AGREEMENT OR PERMIT The following is added to A. Coverage, paragraph 1.Who Is An Insured: e. Any person or organization, not otherwise identified as an "insured" in this coverage or by endorsement to this coverage, that you are required by written contract, written agreement or written permit to name as an "insured". The insurance provided under item B. above applies on a primary basis if that is required by the written contract, written agreement or written permit. Coverage under this provision is limited to the minimum limits of liability stipulated in that written contract, written agreement or written permit or the amount of loss not to exceed the Limit of Liability shown in the Declarations, whichever is less. C. EMPLOYEES AS INSUREDS The following is added to A. Coverage, paragraph 1.Who Is An Insured: f.Any"employee" of yours is an "insured"while using a covered "auto" you don't own, hire or borrow in your business or your personal affairs. D. FELLOW EMPLOYEE COVERAGE B. Exclusions, paragraph 5. Fellow Employee is deleted and replaced with the following: "Bodily injury"to: a. Any fellow"employee" of the"insured" arising out of and in the course of the fellow"employee's" employment or while performing duties related to the conduct of your business; or b. The spouse, child, parent, brother or sister of that fellow"employee" as a consequence of Paragraph a. above. RCA 01 002 1013 Includes copyrighted material of Insurance Services Office,Inc.with Page 1 of 4 its permission. However, we will cover"bodily injury" caused by your"employee"to his or her fellow"employee" if the"bodily injury" results from the use of a covered"auto" you own or hire. 2. ADDITIONAL SUPPLEMENTARY PAYMENTS Section II—COVERED AUTOS LIABILITY COVERAGE, A. Coverage, paragraph 2.a. Coverage Extensions,Supplementary Payments, items (2) and (4) are deleted and replaced by the following: (2) Up to$5000 for the cost of bail bonds (including bonds for related traffic law violations) required because of an "accident"we cover. We do not have to furnish these bonds. (4) All reasonable expenses incurred by the"insured"at our request, including actual loss of earnings up to$500 a day because of time off from work. 3. KNOWLEDGE AND NOTICE OF OCCURRENCE Section IV- BUSINESS AUTO CONDITIONS, A. Loss Conditions, paragraph 2. Duties In The Event Of Accident, Claim, Suit Or Loss, item a. is deleted and replaced by the following and item d. is added: a. In the event of an "accident", claim, "suit" or"loss" you must give us or our authorized representative prompt notice of the"accident" or"loss"when the"accident", claim, "suit" or"loss" is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership or joint venture; (3) An "executive officer" or director if you are a corporation; (4) A member, if you are a limited liability company; (5) A trustee if you are a trust; or (6) An "employee" designated by you to give us such a notice. This notice should include: (1) How, when and where the"accident" or"loss" occurred; (2) The"insured's" name and address; and (3) To the extent possible, the names and addresses of any injured persons and witnesses. d. Your rights afforded under this policy will not be prejudiced if you fail to give us notice of an "accident", claim, "suit" or"loss", solely due to your reasonable and documented belief that the"bodily injury" or"property damage" is not covered under this policy. 4. WAIVER OF SUBROGATION The following is added to Section IV-BUSINESS AUTO CONDITIONS, A. Loss Conditions, paragraph 5. Transfer of Rights of Recovery Against Other To Us: If the insured has waived those rights prior to the"accident" or"loss", our rights are waived also. 5. UNINTENTIONAL ERRORS AND OMISSIONS The following is added to Section IV-BUSINESS AUTO CONDITIONS, B. General RCA 01 002 1013 Includes copyrighted material of Insurance Services Office, Inc.with Page 2 of 4 its permission. Conditions, paragraph 2. Concealment, Misrepresentation Or Fraud: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy, provided such failure is not intentional. However, we reserve the right to charge additional premium for any such hazard. 6. BROADENED PHYSICAL DAMAGE COVERAGE Under Section III—PHYSICAL DAMAGE COVERAGE,the following changes are made: A. WAIVER OF DEDUCTIBLE—GLASS REPAIR The following is added to D. Deductible: No deductible for a covered "auto"will apply to glass damage if the glass is repaired rather than replaced. B. ADDITIONALTRANSPORTATION EXPENSES A. Coverage,4. Coverage Extensions, paragraph a.Transportation Expenses is deleted and replaced by the following: We will pay up to$50 per day to a maximum of$1500 for temporary transportation expense incurred by you because of the total theft of a covered"auto" of the private passenger type. We will pay only for those covered "autos"for which you carry either Comprehensive or Specified Causes Of Loss Coverage. We will pay for temporary transportation expenses incurred during the period beginning 48 hours after the theft and ending, regardless of the policy's expiration, when the covered"auto" is returned to use or we pay for its"loss". C. ADDITIONAL LOSS OF USE EXPENSES A. Coverage,4. Coverage Extensions, paragraph b. Loss Of Use Expenses is deleted and replaced by the following: For Hired Auto Physical Damage, we will pay expenses for which an "insured" becomes legally responsible to pay for loss of use of a vehicle rented or hired without a driver under a written rental contract or agreement. We will pay for loss of use expenses if caused by: (1) Other than collision only if the Declarations indicate that Comprehensive Coverage is provided for any covered "auto"; (2) Specified Causes of Loss only if the Declarations indicate that Specified Causes of Loss Coverage is provided for any covered "auto"; or (3) Collision only if the Declarations Indicate that Collision Coverage is provided for any covered "auto". However, the most we will pay for any expenses for loss of use is $65 per day, to a maximum of$1500. D. COST TO RECOVER STOLEN AUTO The following is added to A. Coverage, 4. Coverage Extensions. We will pay reasonable and necessary expenses incurred by you to return a stolen, covered "auto"from the place where it is recovered to its usual garaging place. The most we will pay for such expenses is$1000. This Coverage Extension does not apply if your business is selling, servicing or repairing "autos". Includes copyrighted material of RCA 01 002 1013 Insurance Services Office, Inc.with Page 3 of 4 its permission. E. PERSONAL EFFECTS COVERAGE The following is added to A. Coverage,4. Coverage Extensions. In the event of a total theft of a covered "auto", we will pay for personal effects owned by an"insured" and in or on the covered"auto" at the time of"loss". The most we will pay for such personal effects is $500 per"loss". No deductibles apply to this Personal Effects Coverage. F. AIRBAGS—ACCIDENTAL DISCHARGE COVERAGE The following is added to B. Exclusions, paragraph 3. This exclusion does not apply to the accidental discharge of an airbag caused by or arising from mechanical or electrical breakdown, provided the covered "auto" does not also incur other physical damage. The most we will pay for such "loss" is $1000. This coverage is excess over any other collectible insurance or warranty. No deductibles apply to this Airbags—Accidental Discharge Coverage. G. VEHICLE WRAP COVERAGE The following is added to A. Coverage,4. Coverage Extensions. In the event of a total"loss"to a covered "auto" and in addition to the actual cash value of the covered "auto", we will pay up to$1000 to repair or replace vehicle wraps displayed on the"auto" at the time of"loss". The most we will pay under the Vehicle Wrap Coverage is $5000 for any one"loss", regardless of the number of covered "autos" deemed a total "loss". For the purpose of this coverage, vehicle wraps are full color, graphic images printed on vinyl film and attached to an"auto". 7. ADDITIONAL DEFINITIONS The following is added to Section V—DEFINITIONS: "Executive Officer" means a person holding any of the officer positions created by your charter, constitution, by-laws or any similar governing document. This endorsement forms a part of Policy Number: RDN-10004-CAX Effective Date: 07/01/2018 Insured: Imperial Parking(U.S.),LLC RCA 01 002 1013 Includes copyrighted material of Insurance Services Office, Inc.with Page 4 of 4 its permission. This Endorsement Changes the Policy. Please Read It Carefully. COMMERCIAL GENERAL LIABILITY ENHANCEMENT This endorsement modifies coverage provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART (OCCURRENCE VERSION) 1. NON-OWNED WATERCRAFT Under SECTION I—COVERAGE A., paragraph 2, Exclusions, item (2) (a) of the Aircraft, Auto or Watercraft exclusion is replaced by the following: (2) A watercraft you do not own that is: (a) Less than 75 feet long; and This provision does not apply if the insured has any other insurance for"bodily injury" or "property damage"that would also apply to this extension of coverage, or would apply except for the exhaustion of its limits whether the other insurance is primary, excess, contingent or on any other basis. 2. PROPERTY DAMAGE COVERAGE EXTENSIONS A. Under SECTION I -COVERAGE A, paragraph 2. Exclusions, the Damage To Property exclusion is replaced by the following: j. Damage To Property "Property Damage"to (1) Property you own, rent or occupy, including any costs or expenses incurred by you, or any other person, organization or entity, for repair, replacement, enhancement, restoration or maintenance of such property for any reason, including prevention of injury to a person or damage to another's property; (2) Premises you sell, give away or abandon, if the"property damage" arises out of any part of those premises and occurred from hazards that were known by you, or should reasonably have been known by you, at the time the property was transferred or abandoned; (3) Property loaned to you; (4) Personal property in the care, custody or control of the insured; (5) That particular part of real property on which you or any contractors or subcontractors working directly or indirectly on your behalf are performing operations, if the"property damage" arises out of those operations; or (6) That particular part of any property that must be restored, repaired or replaced because"your work"was incorrectly performed on it. Paragraphs (1), (3) and (4) of this exclusion do not apply to"property damage" (other than damage by fire)to premises, including the contents of such premises, rented to you for a period of seven or fewer consecutive days. A separate limit of insurance applies to Damage To Premises Rented To You as described in Section III —Limits of Insurance. Paragraph (2) of this exclusion does not apply if the premises are"your work" and were never occupied, rented or held for rental by you. RGL 02 001 0614 Includes copyrighted material of Insurance Page 1 of 9 Services Office,Inc.,with its permission. Paragraphs (3), (4), (5) and (6)of this exclusion do not apply to liability assumed under a sidetrack agreement. Paragraphs (3), (4) and (6) of this exclusion do not apply to"property damage" arising out of the use of an elevator at premises you own, rent or occupy. This insurance is excess over any valid and collectible insurance available to any insured whether primary, excess or contingent. Paragraph (6) of this exclusion does not apply to"property damage" included in the "products-completed operations hazard". B. The following is added to the Damage to Your Product exclusion: This exclusion does not apply to"property damage"to "your product"while on, being moved onto or off of an elevator; or liability assumed under a sidetrack agreement. This insurance is excess over any other valid and collectible insurance available to any insured whether primary, excess or contingent. C. Under Section I —COVERAGE A, the last paragraph after the exclusions is replaced by the following: Exclusions c.through n. do not apply to damage to premises by fire, lightning, explosion, smoke or leakage from fire protective systems while rented to you or temporarily occupied by you with permission of the owner. A separate limit of insurance applies to this coverage as described in Section III—Limits of Insurance. This limit will apply to all damage proximately caused by the same event, whether such damage results from fire, lightning, explosion, smoke or leakage from fire protective systems or any combination of the five. D. Under SECTION III—LIMITS OF INSURANCE, item 6. is amended as follows: 6. Subject to paragraph 5. above, the higher of: a. $500,000; or b. The Damage To Premises Rented To You Limit shown in the Declarations is the most we will pay under Coverage A for damages because of"property damage" to any one premises,while rented to you, or in the case of damage by fire, lightning, explosion, smoke or leakage from fire protective systems, while rented to you or temporarily occupied by you with permission of the owner. E. Under Section IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraph b. (1) (a) (ii) under the Other Insurance condition is replaced by the following: (ii) That is Fire, Lightning, Explosion, Smoke or Leakage from Fire Protective Systems insurance for premises rented to you or temporarily occupied by you with permission of the owner; F. Under SECTION V—DEFINITIONS, paragraph a. of the Insured Contract definition is replaced by the following: a. A contract for a lease of premises. However, that portion of the contract for a lease of premises that indemnifies any person or organization for damage by fire, lightning, explosion, smoke or leakage from fire protective systems to premises while rented RGL 02 001 0614 Includes copyrighted material of Insurance Page 2 of 9 Services Office, Inc.,with its permission. to you or temporarily occupied by you with permission of the owner is not an "insured contract". The coverage provided under provision 2. C. through F.above does not apply if Damage To Premises Rented To You of COVERAGE A is excluded either by the provisions of the Coverage Part or by endorsement. 3. BROAD FORM PERSONAL AND ADVERTISING INJURY A. Under SECTION I—COVERAGE B - PERSONAL AND ADVERTISING INJURY LIABILITY,the Contractual Liability exclusion is deleted. B. Under SECTION V—DEFINITIONS, the following paragraph is added to the definition of "personal and advertising injury": h. Vicarious liability for discrimination or humiliation (unless insurance thereof is prohibited by law)that results in injury to the feelings or reputation of a natural person, but only if such discrimination or humiliation is: (1) Not done intentionally by or at the direction of: (a) The insured; • (b) Any"executive officer", director, stockholder, partner, spouse of a partner, member, spouse of a member, manager or trustee of the insured; and (2) Not related directly or indirectly to an "employee" or to the employment, prospective employment or termination of employment of any person by an insured. Provision 3. above does not apply if COVERAGE B—PERSONAL AND ADVERTISING INJURY LIABILITY is excluded either by the provisions of the Coverage Part or by endorsement. 4. MEDICAL PAYMENTS—INCREASED LIMITS A. Under SECTION I -COVERAGE C -MEDICAL PAYMENTS, item 1. a. (3) (b) is replaced by the following: (b)The expenses are incurred and reported to us within three years of the date of the accident; and B. Under SECTION III—LIMITS OF INSURANCE, paragraph 7 is replaced by the following: 7. Subject to Paragraph 5. above, the higher of: a. $15,000; or b. The amount shown in the Declarations for Medical Expense Limit is the most we will pay under Coverage C for all medical expenses because of"bodily injury" sustained by any one person. This coverage does not apply if Coverage C—Medical Payments is excluded either by the provisions of the Coverage Part or by endorsement. 5. SUPPLEMENTARY PAYMENTS INCREASED LIMITS Under SUPPLEMENTARY PAYMENTS—COVERAGES A AND B, paragraphs 1.b. and 1.d. are replaced by the following: RGL 02 001 0614 Includes copyrighted material of Insurance Page 3 of 9 Services Office,Inc.,with its permission. b. Up to$2,500 for cost of bail bonds required because of accidents or traffic law violations arising out of the use of any vehicle to which the Bodily Injury Liability Coverage applies. We do not have to furnish these bonds. d. All reasonable expenses incurred by the insured at our request to assist us in the investigation or defense of the claim or"suit", including actual loss of earnings up to $500 a day because of time off from work. 6. BROADENED INSURED COVERAGE Under SECTION II—WHO IS AN INSURED, the following changes are made: A. BROAD NAMED INSURED The following is added: Any legally incorporated entity of which you own more than 50% of the voting stock is an insured. However, this insurance does not apply to"bodily injury" or"property damage"that occurred before you acquired or formed the organization or"personal and advertising injury" arising out of an offense committed before you acquired or formed the organization. Coverage for any such organization will cease as of the date during the policy period on which you no longer maintain more than 50% of the voting stock. This provision does not apply to any person or organization for which coverage is excluded. B. PARTNERSHIPS AND JOINT VENTURES The last paragraph of Section II —Who Is An Insured beginning "No person or organization is an insured...." is replaced by the following: You are an insured with respect to the conduct of any current or past partnership or joint venture, but only with respect to your interest in such current or past partnership or joint venture. No other person or organization is an insured with respect to the conduct of any current or past partnership,joint venture or limited liability company that is not shown as a Named Insured in the Declarations. This provision does not apply to any person or organization for which coverage is excluded. C. FELLOW EMPLOYEE COVERAGE Paragraph 2.a.(1)(a) is replaced by the following: (a) To you, to your partners or members (if you are a partnership or joint venture), to your members (if you are a limited liability company); This provision does not apply to any person or organization for which coverage is excluded. D. INCIDENTAL MEDICAL MALPRACTICE COVERAGE The following is added to item 2.a.(1)(d): However, this exclusion does not apply to the rendering or failure to render by an "employee" of yours: RGL 02 001 0614 Includes copyrighted material of Insurance Page 4 of 9 Services Office, Inc.,with its permission. i. Medical, paramedical, dental, x-ray or nursing service or treatment or the furnishing of food or beverages in connection therewith; or ii. The furnishing or dispensing of drugs or medical or dental supplies; as long as you are not in the business or occupation of providing these services. This extension of coverage does not apply to punitive or exemplary damages, if coverage of such is permitted by statute or case law. The insurance provided by this extension of coverage is excess over any other valid and collectible insurance available to the insured, whether primary, excess, contingent or on any other basis, except for insurance purchased specifically by you to be excess of this policy. This provision does not apply to any person or organization for which coverage is excluded. E. NEWLY ACQUIRED ORGANIZATIONS Paragraph 3.a. is replaced by the following: a. Coverage under this provision is afforded until the end of the policy period; This provision does not apply to any person or organization for which coverage is excluded. F. MANAGERS OR LESSORS OF PREMISES Managers or lessors of yours are insureds but only with respect to liability arising out of the ownership, maintenance or use of that part of the premises leased to you. This insurance does not apply to: 1. Any"occurrence"which takes place after you cease to be a tenant in that premises. 2. Structural alterations, new construction or demolition operations performed by or on behalf of the manager or lessor added by this provision. G. LESSORS OF LEASED EQUIPMENT Any person or organization from whom you lease equipment is an insured, but only: 1. When you and such person or organization have agreed in writing in a contract or agreement that such person or organization be added as an additional insured on your policy; , 2. With respect to liability for"bodily injury", "property damage" or"personal and advertising injury" caused, in whole or in part, by your maintenance, operation or use of equipment leased to you by such person(s) or organization(s). With respect to the insurance afforded to these additional insureds, this insurance does not apply to any"occurrence"which takes place after the equipment lease expires. H. USERS OF WATERCRAFT Any person, who with your consent, either uses or is responsible for the use of a watercraft is an insured, but only for their liability arising out of the use or operation of that watercraft on your behalf. RGL 02 001 0614 Includes copyrighted material of Insurance Page 5 of 9 Services Office,Inc.,with its permission. I. VENDORS If this policy provides Products Liability Coverage, any vendor you are required by a written contract or written agreement to name as an additional insured is an insured, but only with respect to"bodily injury" or"property damage"arising out of"your products" which are distributed or sold in the regular course of the vendor's business, subject to the • following additional exclusions: The insurance afforded the vendor does not apply to: a. "Bodily injury" or"property damage"for which the vendor is obligated to pay damages by reason of the assumption of liability in a contract or agreement. This exclusion does not apply to liability for damages that the vendor would have in the absence of the contract or agreement; b. Any express warranty unauthorized by you; c. Any physical or chemical change in the product made intentionally by the vendor; d. Repackaging, unless unpacked solely for the purpose of inspection, demonstration, testing, or the substitution of parts under instructions from the manufacturer, and then repackaged in the original container; e. Any failure to make such inspections, adjustments, tests or servicing as the vendor has agreed to make or normally undertakes to make in the usual course of business, in connection with the distribution and sale of the products; f. Demonstration, installation, servicing or repair operations, except such operations performed at the vendor's premises in connection with the sale of the products; g. Products which, after distribution or sale by you, have been labeled or re-labeled or used as a container, part or ingredient of any other thing or substance by or for the vendor; or h. "Bodily injury" or"property damage" arising out of the sole negligence of the vendor for its own acts or omissions or those of its"employees" or anyone else acting on its behalf. However, this exclusion does not apply to: (1) The exceptions contained in sub-paragraphs d. or f.; or (2) Such inspections, adjustments, tests or servicing as the vendor has agreed to. make or normally undertakes to make in the usual course of business, in connection with the distribution or sale of the products. This insurance does not apply to any insured person or organization, from whom you have acquired such products, or any ingredient, part or container, entering into, accompanying or containing such products. J. ADDITIONAL INSUREDS—CONTROLLING INTEREST Any person or organization who has financial control of you is an insured, but only with respect to their liability arising out of their financial control of you or premises they own, maintain or control while you lease or occupy these premises. This insurance does not apply to structural alterations, new construction and demolition operations performed by or for that person or organization. K. ADDITIONAL INSUREDS—BY CONTRACT,AGREEMENT OR PERMIT Item 4 is added as follows: 4. Any person or organization not otherwise identified as an insured in this coverage or covered or excluded by endorsement attached to this coverage, that you are required by written contract, written agreement or written permit to name as an insured is an insured but only with respect to"bodily injury", "property damage" or"personal and advertising injury" caused in whole or in part by your acts or omissions or the acts or omissions of those acting on your behalf: RGL 02 001 0614 Includes copyrighted material of Insurance Page 6 of 9 Services Office,Inc.,with its permission. • a. In the performance of"your work"for the additional insured(s) at the location(s) designated in the written contract, written agreement or written permit; or b. In connection with your premises owned by or rented to you. However, with respect to the insurance afforded to these additional insureds, the following additional exclusions apply: This insurance does not apply: (1) Unless the written contract or written agreement has been executed or the written permit has been issued prior to the"bodily injury", "property damage" or"personal and advertising injury"; (2) To"bodily injury", "property damage" or"personal and advertising injury" occurring after: (a)The termination date of any requirement to add additional insureds in any such contract, agreement or permit; or(b)The end of this policy period, whichever comes first; or (3) To the rendering or failure to render any professional service. The insurance afforded such additional insureds under items 6.F through 6.K: a. Applies only to the extent permitted by law; b. If required by a written contract, written agreement or written permit, coverage provided the additional insured will not be broader than that which you are required by the written contract, written agreement or written permit to provide for such additional insureds; and c. Does not apply to any person or organization excluded in this coverage form or by endorsement to this coverage form. With respect to the insurance afforded these additional insureds under 6.F through 6.K, the following is added to Section III—Limits of Insurance: If coverage provided to any additional insured is required by a written contract, written agreement or written permit, the most we will pay on behalf of the additional insured is the amount of insurance: 1. Required by the contract, agreement or permit; or 2.Available under the applicable Limits of Insurance shown in the Declarations, whichever is less. This provision will not increase the applicable Limits of Insurance shown in the Declarations. 7. PRIMARY AND NON-CONTRIBUTORY—OTHER INSURANCE CONDITION The following is added to the Other Insurance Condition and supersedes any provision to the contrary: Primary and Noncontributory Insurance This insurance is primary to and will not seek contribution from any other insurance available to an additional insured under your policy provided that: (1) The additional insured is a Named Insured under such other insurance; and RGL 02 001 0614 Includes copyrighted material of Insurance Page 7 of 9 Services Office, Inc.,with its permission. (2) You have agreed in writing in a contract, agreement or permit that this insurance would be primary and would not seek contribution from any other insurance available to the additional insured. 8. KNOWLEDGE AND NOTICE OF OCCURRENCE Under SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, paragraphs e. and f. are added to the Duties In The Event of Occurrence, Offense, Claim or Suit condition as follows: e. Your rights afforded under this policy will not be prejudiced if you fail to give us notice of an"occurrence", offense or claim, solely due to your reasonable and documented belief that the"bodily injury" , "property damage"or"personal and advertising injury" is not covered under this policy. f. You must give us prompt notice of an"occurrence", offense, claim or loss only when the "occurrence" offense, claim or loss is known to: (1) You, if you are an individual; (2) A partner, if you are a partnership; (3) An "executive officer"or director, if you are a corporation; (4) A member, if you are a limited liability company; (5) A trustee, if you are a trust; or (6) An "employee' designated by you to give us such a notice. 9. UNINTENTIONAL FAILURE TO DISCLOSE HAZARDS Under SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to the Representations condition: We will not disclaim coverage under this Coverage Part if you fail to disclose all hazards existing as of the inception date of the policy, provided such failure is not intentional. However, we reserve the right to charge additional premium for any such hazard. 10. WAIVER OF SUBROGATION Under SECTION IV—COMMERCIAL GENERAL LIABILITY CONDITIONS, the following is added to the Transfer of Rights of Recovery Against Others To Us condition: If the insured has waived those rights in a written contract, written agreement or written permit executed before loss, our rights are waived also. 11. BODILY INJURY REDEFINED Under SECTION V—DEFINITIONS, the definition of"bodily injury" is replaced by the following: 2. "Bodily injury" means bodily injury, disability, mental anguish, mental injury, shock, fright, humiliation, sickness or disease sustained by a person, including death resulting from any of these at any time. 12. MOBILE EQUIPMENT REDEFINED Under SECTION V—DEFINITIONS, paragraph f. of the definition of"mobile equipment" is replaced by the following: RGL 02 001 0614 Includes copyrighted material of Insurance Page 8 of 9 Services Office,Inc.,with its permission. f. Vehicles not described in a., b., c. or d. above maintained primarily for purposes other than the transportation of persons or cargo. However, self-propelled vehicles with the following types of permanently attached equipment are not "mobile equipment" but will be considered "autos", unless weighing less than 10,000 pounds gross vehicle weight and designed for use off public roads: (1) Equipment designed primarily for: (a) Snow removal; (b) Road maintenance, but not construction or resurfacing; or (c) Street cleaning; (2) Cherry pickers and similar devices mounted on automobile or truck chassis and used to raise or lower workers; and (3) Air compressors, pumps and generators, including spraying, welding, building cleaning, geophysical exploration, lighting and well servicing equipment. However, "mobile equipment" does not include any land vehicles that are subject to a compulsory or financial responsibility law or other motor vehicle insurance law where it is licensed or principally garaged. Land vehicles subject to a compulsory or financial responsibility law or other motor vehicle insurance law are considered"autos". 13. LIBERALIZATION If we adopt a change in our forms or rules that would broaden the coverage of this policy without additional premium,the broader coverage will apply to this policy when the change becomes effective in your state. This endorsement forms a part of 07/01/2018 Policy Number: RDN-10002-CGX Effective Date: Insured: Imperial Parking(U.S.),LLC • RGL 02 001 0614 Includes copyrighted material of Insurance Page 9 of 9 Services Office, Inc.,with its permission.