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Item I04 1.4 County f � .�� ",�, 1 BOARD OF COUNTY COMMISSIONERS Mayor Craig Cates,District 1 Mayor Pro Tem Holly Merrill Raschein,District 5 The Florida Keys Michelle Lincoln,District 2 James K.Scholl,District 3 David Rice,District 4 County Commission Meeting April 19, 2023 Agenda Item Number: I.4 Agenda Item Summary #11886 BULK ITEM: No DEPARTMENT: Airports TIME APPROXIMATE: STAFF CONTACT: Richard Strickland (305) 809-5200 N/A AGENDA ITEM WORDING: Approval of a First Amendment to the Airport Operating Agreement with Raiser-DC, LLC (Uber) to continue to operate its transportation network business at the Key West International Airport through June 30, 2027 and increasing the per trip pickup fee from $3.00 to $3.50. ITEM BACKGROUND: Raiser-DC, LLC (Uber) has been operating its transportation network business at EYW since July 1, 2017. The first amendment renews their agreement for an additional five years and increases the per trip pickup fee from $3.00 to $3.50. PREVIOUS RELEVANT BOCC ACTION: Approval of original five-year agreement with Raiser (Uber) on November 14, 2017. CONTRACT/AGREEMENT CHANGES: N/A STAFF RECOMMENDATION: Approval DOCUMENTATION: EYW Raiser(Uber) First Amendment FINANCIAL IMPACT: Effective Date: 7/01/2022 Expiration Date: 06/30/2027 Total Dollar Value of Contract: $3.50 per pick up Total Cost to County: 0 Current Year Portion: Packet Pg. 1540 1.4 Budgeted: Yes Source of Funds: CPI: Indirect Costs: Estimated Ongoing Costs Not Included in above dollar amounts: Revenue Producing: Yes If yes, amount: $3.50 per pick up Grant: County Match: Insurance Required: Yes Additional Details: REVIEWED BY: Beth Leto Completed 04/03/2023 12:42 PM Richard Strickland Completed 04/03/2023 5:01 PM Pedro Mercado Completed 04/03/2023 5:03 PM Purchasing Completed 04/03/2023 5:17 PM Budget and Finance Completed 04/04/2023 8:45 AM Brian Bradley Completed 04/04/2023 8:50 AM Lindsey Ballard Completed 04/04/2023 9:26 AM Board of County Commissioners Pending 04/19/2023 9:00 AM Packet Pg. 1541 DocuSign Envelope ID:E782EB46-E890-4490-AE56-6840E544835C FIRST AMENDMENT - AIRPORT OPERATING' AGREEMENT MONROE COUNTY RAISER-DC,LLC. THIS FIRST AMENDMENT TO THE AIRPORT OPERATING AGREEMENT (the "Agreement") is hereby made and entered into on the 19th day of A ril __,2023,by and between Raiser-DC,LLC.,("Operator"),and Monroe County ("County"). Operator and County are sometimes hereinafter referred to individual as a "Party" or collectively as the"Parties". WHEREAS,on the 14th day of November,2017,the parties entered into an Airport Operating Agreement (hereafter, "Original Agreement") at the Key West International Airport(the"Airport")with a commencement date of July 1, 2017; and WHEREAS,the term of the original agreement was for a period of 5 years; and WHEREAS, the Airport Operating Agreement has been mutually beneficial to t; both parties; A NOW, THEREFORE, in consideration of the promises, and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Parties hereby agree as follows: Section 1. Paragraph 2 of the original agreement is amended to read: 2. TERM; COMMENCEMENT DATE. TERMINATION E 2.1. Term. This Agreement shall be effective on the Commencement Date and shall be in effect for a period of 5 years thereafter. 2.2. Commencement Date. The "commencement date" shall be deemed to be July 1,2022. 2.3.Tern ination. Notwithstanding section 2.1,this Agreement maybe terminated as hereinafter provided: (a)the County shall have the right to terminate this Agreement upon the occurrence of an Event of Default (hereinafter defined) if Operator has not cured such Event of Default within thirty (30) days' after written notice thereof from Airport Authority; or �E c� (b) Either party may terminate this Agreement, at any time, for any reason, if the requesting Party gives not less than thirty(30) days' prior written notice thereof to the other Party, and the other Party consents in writing to the termination within thirty (30)days of receiving the request. Section 22. Sub-paragraph 1.6 of the original agreement is amended to read: 1 Packet Pg. 1542 DocuSign Envelope ID:E782EB46-E890-4490-AE56-6840E544835C 1.6. Geo-F nce.Operator shall establish a Geo-Fence with the boundaries depicted in Exhibit A and shall notify affiliated Drivers about the geo-fence boundaries.The Geo-Fence exists to ensure the efficient flow of vehicles through the Airport pick up and drop off areas. Operator shall not permit affiliated Drivers to accept a new Trip to pick up passengers when the Driver,or Vehicle,is located inside of the Geo- Fence. Section 3. Paragraph 4 of the original agreement is amended to read: 4. FEES AND REPORTING 4.1. Defined Terms. As used in this Agreement, the following capitalized terms shall have the following meanings: (a) "Trip"means each instance in which a Driver affiliated with an Operator enters Airport property and makes one or more stops to pick up one or more U passengers on Airport property. U (b) "Per Trip Fee"means a fee of$3.50 for each Trip. A (c) "Monthly Fee"means the product of the following: (i)the number of Trips conducted by the Operator's Vehicles in one calendar month, and (ii)the Per Trip Fee then in effect. 4.2. Payment Re uirements and Reports. (a) Within thirty (30) days after the close of any calendar month, Operator shall submit its operations report to the County for the previous calendar month (the "Monthly Report"). The Monthly Report shall be in an agreed-upon electronic E format, and shall contain the total number of Trips for the reporting period. All such information shall be accurate at all times. (b) Operator agrees to pay a Monthly Fee to the County, which shall constitute a total of the Per Trip Fees assessed for each pick-up in the relevant month. The Monthly Fee is due,in full,and received by the County,within thirty(30)days after the close of any calendar month. All payments hereunder,including Monthly Fees, shall be paid at the business office of the Key West International Airport,or at such other place or manner as the County may designate in writing. (c)All payments hereunder, including Monthly Fees, shall be paid in lawful money of the United States of America, free from all claims, demands, setoffs, or E counterclaims of any kind. Any payments hereunder, including Monthly Fees, not paid when due shall be subject to a service charge of one and one-half percent ° (1.5%)per month, or if lower,the maximum amount allowed by law. Section 4. Except as set forth in Section 1, Section 2 and Section 3 of this First Amendment to the Airport Operating Agreement, in all other respects, the terms and conditions of the Original Agreement remain in full force and effect. 2 Packet Pg. 1543 DocuSign Envelope ID:E782EB46-E890-4490-AE56-6840E544835C IN WITNESS WHEREOF, the Parties have caused their respective duly authorized representatives to execute this Agreement on the date first written above. (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: KEVIN MADOK, CLERK OF MONROE COUNTY, FLORIDA By......................._ Mayor David Rice U) WITNESS RAISER-DC, LLC. By: By: - ........ vw Andy ]eninga Printed: Printed: ........� ..... _. GM - Airports Title: Title: N�DEC Dt NMNEY E PENS J.MEPC A 11A COUNV, A7T Date E U) A E c� 3 Packet Pg. 1544 1 (aagfl)o-i-i `00-aasiBN b MAM WOW Uawv}sai_A (aagn)aasleN ll A3 :IUB aLIDB}} ,n to • � r111111 � uu ri y , ��,�� ��5"'•� ,,,u,ill ���,�' I �V r �M i�°�� � // I IV P� I i all I II 'j"k, CL I Vi s 1 j' � �` I�IU�/ � ''I luuuuuuuuuuuuuuuum U Y /p/Fr " Y wl u �„ 1.4.a ACCOR" CERTIFICATE OF LIABILITY INSURANCE En8/2022 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI: CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE: BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement of this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: Valerie Lynch Woodruff-Sawyer&Co. PHONE FAX 50 California Street, Floor 12 vC No Ext: 720-593-5403 (A/C,No E-MSan Francisco CA 94111 ADDRESS: vlynch@woodruffsawyer.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Old Republic Insurance Company 24147 INSURED UBERTEC-01 INSURER B: E Rasier-DC, LLC 1515 3rd Street INSURERC: San Francisco CA 94158 INSURERD: INSURER E INSURER F: U) COVERAGES CERTIFICATE NUMBER:1098630919 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOI d) INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI: CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. f) INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER MM/DD MM/DD LIMITS A X COMMERCIAL GENERAL LIABILITY Y MWZY31379422 7/1/2022 7/1/2023 EACH OCCURRENCE $5,000,000 CLAIMS-MADE OCCUR PREMISES DAMAGE TO PREMISES Ea occurrence) ccurrence $5,000,000 a MED EXP(Any one person) $Excluded A PERSONAL&ADV INJURY $5,000,000 , GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $10,000,000 X POLICY JJECT1:1 LOC PRODUCTS-COMP/OP AGG $10,000,000 OTHER: $ A AUTOMOBILE LIABILITY Y MWTB31379322 7/1/2022 7/1/2023 COMBINED SINGLE LIMIT $5,000,000 LU Ea accident ANY AUTO BODILY INJURY(Per person) $ , XOWNED SCHEDULED � AUTOS ONLY AUTOS BODILY INJURY(Per accident) $ X HIRED X NON-OWNED PROPERTY DAMAGE $ E AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLALIAB OCCUR � r^ EACH OCCURRENCE $ EXCESS LAB CLAIMS-MADE ry h AGGREGATE $ m U) DED RETENTION$ O 2 2 $ tl�" UL WORKERS COMPENSATION DAT ,,,,„,.........,, C� ""—'"""" PER OTH- STATUTE ER AND EMPLOYERS'LIABILITY Y/N ;i, ='w ANYPROPRIETOR/PARTNER/EXECUTIVE WAW - ' E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? ❑ N/A J0 (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ n A DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) LU LU Monroe County BOCC is included as additional insured as respects General Liability and Auto Liability to the extent provided in the attached form. E c5 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED II ACCORDANCE WITH THE POLICY PROVISIONS. Monroe County BOCC 1100 Simonton St. AUTHORIZED REPRESENTATIVE Key West, FL 33040 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016103) The ACORD name and logo are registered marks of ACORD Packet Pg. 1546 1.4.a POLICY NUMBER: COMMERCIAL AUTO CA20481013 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. DESIGNATED INSURED FOR COVERED AUTOS LIABILITY COVERAGE This endorsement modifies insurance provided under the following: AUTO DEALERS COVERAGE FORM BUSINESS AUTO COVERAGE FORM E MOTOR CARRIER COVERAGE FORM , U) With respect to coverage provided by this endorsement, the provisions of the Coverage Form apply unless modified by this endorsement. This endorsement identifies person(s) or organization(s) who are "insureds" for Covered Autos Liability Coverage under the Who Is An Insured provision of the Coverage Form. This endorsement does not alter coverage provided in the Coverage Form. tj This endorsement changes the policy effective on the inception date of the policy unless another date is indicated below. Named Insured: Endorsement Effective Date: SCHEDULE Name Of Person(s) Or Organization(s): Any person or organization as required by contract or agreement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. Each person or organization shown in the Schedule is an "insured" for Covered Autos Liability Coverage, but only to the extent that person or organization qualifies as an "insured" under the Who Is An Insured provision contained in Paragraph A.1. of Section II — Covered Autos Liability Coverage in the Business Auto and Motor Carrier Coverage Forms and Paragraph D.2. of Section I — Covered Autos Coverages of the Auto Dealers Coverage Form. E c� CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Packet Pg. 1547 MWTB 313793 22 Uber Technologies, Inc. 07/01/2022-07/01/2023 1.4.a POLICY NUMBER: COMMERCIAL GENERAL LIABILITY CG20261219 THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY. ADDITIONAL INSURED - DESIGNATED PERSON OR ORGANIZATION This endorsement modifies insurance provided under the following: COMMERCIAL GENERAL LIABILITY COVERAGE PART E SCHEDULE Name Of Additional Insured Person(s) Or Organization(s): Any person or organization as required by contract or agreement Information required to complete this Schedule, if not shown above, will be shown in the Declarations. A. Section II — Who Is An Insured is amended to B. With respect to the insurance afforded to these include as an additional insured the person(s) or additional insureds, the following is added to organization(s) shown in the Schedule, but only Section III—Limits Of Insurance: with respect to liability for "bodily injury", "property If coverage provided to the additional insured is damage or personal and advertising injury" required by a contract or agreement, the most we caused, in whole or in part, by your acts or will pay on behalf of the additional insured is the omissions or the acts or omissions of those acting amount of insurance: >` on your behalf: 1. In the performance of your ongoing operations; 1. Required by the contract or agreement; or or 2. Available under the applicable limits of 2. In connection with your premises owned by or insurance; rented to you. whichever is less. However: This endorsement shall not increase the 1. The insurance afforded to such additional applicable limits of insurance. insured only applies to the extent permitted by law; and 2. If coverage provided to the additional insured is required by a contract or agreement, the insurance afforded to such additional insured will not be broader than that which you are required by the contract or agreement to provide for such additional insured. E c� CG 20 26 12 19 © Insurance Services Office, Inc., 2018 Packet Pg. 1548 MWZY 313794 22 Uber Technologies, Inc. 07/01/2022-07/01/2023 Questions or to report a claim,please visit:Tttp://t.uber.com/claims 1.4.a A�" CERTIFICATE OF LIABILITY INSURANCE DAT01/13/2023 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THI; CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIE; BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZE[ REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement of this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: PROGRESSIVE COMMERCIAL PHONE FAX A/C No Ext: A/C NO): PO BOX 94739 E-MAIL CLEVELAND,OH 44101 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURER A: Progressive Express Insurance Company 10193 INSURED INSURER B Rasier,LLC;Rasier-CA,LLC;Rasier-DC,LLC;Rasier-PA,LLC;Rasier-MT,LLC; Hinter-NM,LLC INSURER C: 1515 3rd Street INSURER D: San Francisco,CA 94158 INSURER E: INSURER F: U) COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: L_ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIO[ d) INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THI: CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERM: EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. f) INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVDPOLICY NUMBER MMIDD/YYYY MMIDD/YYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ CLAIMS-MADE1:1 OCCUR DAMAGE (RENTED PREMISESS Ea occurrence) $ MED EXP(Any one person) $ U) PERSONAL&ADV INJURY $ , GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ a POLICYEl JECT LOC PRODUCTS-COMP/OP AGG $ OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ 1,000,000 Ea accident UJ UJ ANY AUTO BODILY INJURY(Per person) $ , OWNED SCHEDULED 9= A AUTOS ONLY AUTOS X 06250110 03/01/2023 03/01/2024 BODILY INJURY(Per accident) $ X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident $ UMBRELLA LIAB OCCUR EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE ,,I,Yp� AGGREGATE $ DED RETENTION$ $ WORKERS COMPENSATION Y/N �.. r, - PER OTH- LL AND EMPLOYERS'LIABILITY p^- : STATUTE ER ANYPROPRI ETOR/PARTNER/EXECUTIVE ❑ 2 . 15 2 3 E.L.EACH ACCIDENT $ OFFICER/MEM BER EXCLUDED? NIA ,,�„",.._, . (Mandatory in NH) """ ""'""""""' E.L.DISEASE-EA EMPLOYEE $ „d, If yes,describe under DESCRIPTION OF OPERATIONS below WANN WA E.L.DISEASE-POLICY LIMIT $ n A DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) UJ UJ A"TNC driver"is an individual that is operating a motor vehicle in connection with the named insured's"covered TNC operations"and has recorded acceptance in the"ride-share application"of a request to provic "covered TNC operations,"and is either traveling to the pick-up location or traveling from the pick-up location to the drop-off location. E C5 Monroe County BOCC is included as an Additional Insured in accordance with the policy provisions of the Auto Liability policy. CERTIFICATE HOLDER CANCELLATION Monroe County BOCC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORI Insurance Compliance THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED II PO Box 100085-FX ACCORDANCE WITH THE POLICY PROVISIONS. Duluth,GA 30096 AUTHORIZED REPRESENTATIVE r �"��.gym ,v w,r�-, ti.�"' ',..� . ,...•"� ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD Packet Pg. 1549 1.4.a AGENCY CUSTOMER ID: LOC#: ACOOR 0 ADDITIONAL REMARKS SCHEDULE Page 1 of AGENCYNAMED INSURED PROGRESSIVE COMMERCIAL Rasier,LLC,Rasier-CA,LLC,Rasier-DC,LLC,Rasier-PA,LLC,Rasier-MT,LLC,Hinter-NM,LLC POLICY NUMBER 1515 3rd Street San Francisco,CA 94158 06250110 CARRIER NAIC CODE Progressive Express Insurance Company 10193 EFFECTIVE DATE: 03/01/2023 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance E Additional Coverages Insurance coverage(s) Limits Deductible U) Medical Payments $5,000 each person U t3 to E E t) t� E c5 ACORD 101 (2008101) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Packet Pg. 1550 1.4.a f1r WWIRCIAL PROGRESSIVE PO BOX 94739 CLEVELAND, OH 44101 Policy number:06250110 Underwritten by: Progressive Express Insurance Company January 13,2023 Policy Period: March 1,2023—March 1,2024 0 E Named insured Rasier,LLC Rasier-CA,LLC Rasier-DC,LLC Rasier-PA,LLC e) Rasier-MT,LLC Hinter-NM,LLC 1515 3rd Street San Francisco,CA 94158 t3 Additional insured endorsement n A Name of Person or Organization Monroe County BOCC Insurance Compliance W PO Box 100085-FX Duluth,GA 30096 E A person or organization named above is an additional insured with respect to such liability coverage as is afforded by the policy,but this insurance applies to said additional insured only as a person or organization liable forth e conduct of another insured and then only to the extent of that liability. U) Liability To Others Bodily Injury and Property Damage $1,000,000 combined single limit Liability A This endorsement applies to policy number: 06250110 Issued to (Name of Insured): Rasier, LLC Rasier-CA, LLC W Rasier-DC, LLC Rasier-PA, LLC Rasier-MT, LLC Hinter-NM, LLC Effective Date of Endorsement: March 1, 2023 Policy Expiration date: March 1, 2024 All other terms, limits and provisions of this policy remain unchanged. Form Z904(05/17) Page 1 of 1 Packet Pg. 1551 1.4.a AIRPORT OPERATING AGREEMENT MONROE COUNTY RASIER-DC,LLC THIS AIRPORT OPERATING AGREEMENT (the "Agreement") is hereby made and entered into on ovej,11T, jq, 2017, by and between Rasier-DC, LLC, ("Operator"), and Monroe County ("County"). Operator and County are sometimes hereinafter referred to individual as a"Party" or collectively as the"Parties". WHEREAS, County is the owner and operator of the Key West International Airport(the "Airport") located in the City of Key West, Monroe County,Florida; and WHEREAS, Operator desires to operate a transportation network business at the Airport wherein the network provided by Operator will be used to connect passengers to independent contractor drivers prearranged transportation services offered by Drivers U (hereinafter defined); and t-i WHEREAS,Operator agrees to conduct its business at the Airport in accordance with the terms and conditions of this Agreement; and WHEREAS,the following definitions shall apply to this Agreement at all times: (a) "App" shall mean the mobile smartphone application or platform developed by Operator that connects passengers with Drivers/Vehicles. (b) "Designated Areas" shall mean loading zones that are available to the general E public to pick up and drop off passengers at the Airport. (c) "Driver" means any individual who has been approved by Operator to use a vehicle to transport passengers whose rides are arranged through the Operator's online-enabled application. For purposes of this Agreement, the term "Driver" applies at all times that Driver is on Airport property by reason of the driver's relationship with the Operator, regardless of whether the Vehicle is carrying a passenger. (d)"Vehicle" shall mean the vehicle used by a Driver. NOW, THEREFORE, in consideration of the promises, and other good and .i valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: Packet Pg. 1552 • 1.4.a 1. OPERATIONS 1.1. Designated Areas. County grants to Operator the right to allow Drivers affiliated with Operator to use, in common with others so authorized, the Designated Areas to provide the Permitted Use (hereinafter defined), subject to the terms and conditions hereinafter set forth. Operator shall also inform Drivers of the relevant rules and guidelines. Upon request, Drivers shall allow County personnel access to an electronic waybill (described in Section 3.4). Operator shall perform, or have a third party perform, criminal background checks on each Driver before said Driver begins offering services at the Airport. Nothing in this Agreement shall be construed as granting or creating any license or franchise rights pursuant to any federal, state or local laws, rules or regulations. Operator's rights to use the Designated Areas shall be on a non-exclusive It- basis at all times. All Drivers shall maintain personal automobile insurance in accordance with state financial responsibility requirements at all times. 1.2. Rights of Ingress and Egress. Drivers affiliated with Operator shall have the non- exclusive rights of ingress and egress across Airport property to conduct their permitted ®' operations hereunder, provided that such ingress and egress activity: (a) shall not impede , or interfere, in any way, with the operation of the Airport by the County or the use of the Airport by its tenants, passengers or employees; (b) shall be on roadways, and other areas designated by the County from time to time; and (c) may be temporarily suspended by , the County in the event of an emergency or a threat to the Airport during the time period of such emergency or threat. 1.3. Changes to Airport. Operator acknowledges and agrees that: (a) the County shall have the right, at all times, to change, alter and expand the Airport, including the terminals, roadways and designated pick-up, drop-off and staging areas; and (b) the County has made no representations, warranties and/or covenants to Operator regarding E the design, construction, passenger or automobile traffic, or views of the Airport. Without limiting the generality of the foregoing, Operator acknowledges and agrees that: the Airport may from time to time undergo renovation, construction and other Airport modifications; and the County may from time to time adopt rules and regulations relating to security or other operational matters that may affect Operator's _ business. A 1.4. "As-Is" Condition. Operator accepts the Designated Areas and the Airport in their present condition and "as-is", without representation or warranty of any kind, and subject to all applicable laws, ordinances, rules and regulations. 1.5. Requirements. During the term of this Agreement, Operator shall have a non- 2 Packet Pg. 1553 1.4.a exclusive, revocable license solely to: (a) operate a transportation network business (subject to this Agreement and all applicable laws and regulations) at the Airport utilizing smart phone mobile application technology to connect passengers with pre-arranged transportation services for hire; (b) permit Drivers to access the Operator's App in order to transport such passengers and their personal baggage to and/or from the Airport in Vehicles inspected and approved by Operator or a certified mechanic; and (c) permit Drivers in providing rides matched through the Operator's App to use common-use Airport roadways for ingress and egress to and from the Airport's passenger terminal. Nothing herein shall be deemed to grant Operator any exclusive right or privilege. 1.6. Geo-Fence. Operator shall demonstrate to the County that Operator has established a Geo-Fence to manage its airport business and shall notify affiliated Drivers about the geo-fence. 1.7 Ground Transportation Resolution. Operator acknowledges that Operator and Operator's Drivers shall be subject to, and be required to comply with the Monroe County Ground Transportation System Resolution ("GTR") as the same may be amended, modified or updated from time to time. A 2. TERM; COMMENCEMENT DATE; TERMINATION 2.1. Term. This Agreement shall be effective on the Commencement Date and shall be in effect for a period of 5 years thereafter. W 2.2. Commencement Date. The "commencement date" shall be deemed to be July 1, 2017. 2.3. Termination. Notwithstanding section 2.1, this Agreement may be terminated as E hereinafter provided: (a)the County shall have the right to terminate this Agreement upon the occurrence of an Event of Default (hereinafter defined) if Operator has not cured such Event of Default within thirty(30)days' after written notice thereof from Airport Authority; or (b) Either party may terminate this Agreement, at any time, for any reason, if the requesting Party gives not less than thirty (30) days' prior written notice thereof to the other Party, and the other Party consents in writing to the termination within thirty (30) days of receiving the request. E 3 Packet Pg. 1554 1.4.a 3. USE 3.1. Permitted Use. Operator and Drivers may use the Designated Areas only for the uses specified in this Agreement(collectively, "Permitted Use") and for no other purpose, and shall not conduct any activity or operations at the Airport not expressly authorized by this Agreement. 3.2. No Exclusivity. Operator acknowledges and agrees that it has no exclusive rights to conduct the business described herein, and that the County has the right, at all times, to arrange with others for similar activities at the Airport. 3.3.Transportation Requirements. In conducting its operations consisting solely of the U) Permitted Use, without limiting the generality of other provisions of this Agreement, Operator shall inform Drivers of the terms of this Agreement, the GTR and the following transportation requirements: c, (a) Each Driver shall maintain, within such driver's vehicle at all times while upon ®' Airport grounds, a digital decal as described in Section 2.2(c); (b) Each Driver shall be allowed to pick-up passengers at the Airport at the Designated Area, and will be allowed to drop-off passengers at the Designated Area; (c) Each Driver must be able to produce, upon the request of any police officer or other Airport Authority representative, an electronic waybill meeting the requirements of Section 3.4; (d) Once a Driver has made contact with the passenger(s) with whom such driver was E matched,the Driver shall promptly load such passenger(s); and (e) Each Driver shall limit such driver's curbside time to the time required for the prompt loading and unloading of passengers, and after loading passengers, such Driver shall thereafter promptly depart from the Airport. 3.4. Waybills. In lieu of a physical waybill and as an explicit requirement of the County under this Agreement, every passenger pick-up shall be documented electronically immediately after the completion of the ride to which it relates. Drivers shall, upon request, present the electronic equivalent of a requested waybill to any County official for inspection. 3.5. General Prohibited Activities. Without limiting any other provision herein, Operator shall not, without the County's prior written consent: (a) cause or permit E 4 Packet Pg. 1555 1.4.a anything to be done, in or about the Designated Areas or the Airport, or bring or keep anything thereon, which would be reasonably likely to (i) increase, in any way,the rate of fire insurance on the Airport, (ii) create a nuisance, or (iii) obstruct or interfere with the rights of others on the Airport or injure or annoy them; (b) commit, or suffer to be committed, any waste upon the Designated Areas or the Airport; (c) use, or allow the Designated Areas to be used, for any improper, immoral, unlawful or reasonably objectionable purpose; (d) place any loads upon the floor, walls or ceiling which endanger the structure or obstruct the sidewalk, passageways, stairways or escalators, in front of, within or adjacent to the Designated Areas or the roadways; or (e) do, or permit to be done, anything, in any way, which would be reasonably likely to materially injure E the reputation or image of the Airport Authority or appearance of the Airport. U) It- 3.6. Other Prohibited Activities. Without limiting the generality of other provisions of this Agreement,the following activities are prohibited by Drivers: (a) Turning off or disabling the App when a Vehicle is on Airport property, unless the Driver is departing the Airport after a drop-off; ®' csi (b)Allowing operation of a Vehicle on Airport roadways by an unauthorized driver; A (c)Transporting a passenger in an unauthorized vehicle; (d) Picking-up or discharging passengers, or their baggage, at any location other than the Designated Areas; (e) Failing to provide information, or providing false information, to police officers or Airport personnel; E (f)Displaying,to a County official, a waybill in an altered or fictitious form; E (g) Soliciting passengers on Airport property; (h)Using or possessing any alcoholic beverage while on duty; (i)Failing to operate a vehicle in a safe manner; A 0) Failing to comply with posted speed limits and traffic control signs; (k)Using profane or vulgar language; W (1)Attempting to solicit payment in excess of that authorized by law; E 5 � Packet Pg. 1556 1.4.a (m)'Soliciting for or on behalf of any hotel, club, nightclub, or other business; (n) Soliciting of any activity prohibited by the applicable laws,rules or regulations; (o) Operating a vehicle which is not in a safe mechanical condition or which lacks mandatory safety equipment; (p)Disconnecting any pollution control equipment; (q)Using-or possessing any illegal drug or narcotic while on Airport property; (r) Operating a vehicle without proper certification or at any time during which Operator's authority is suspended or revoked; and (s)Engaging in any criminal activity. _ U 3.7. Representative of Operator. Operator shall provide the County with name, address, telephone and email address for at least one qualified representative authorized U to represent and act for Operator in matters pertaining to its operation, and shall keep the County informed, in writing, of the identity of each such person. 4. FEES AND REPORTING 4.1. Defined Terms. As used in this Agreement, the following capitalized terms shall >_ have the following meanings: (a) "Trip" means each instance in which a Driver affiliated with an Operator enters Airport property and makes one or more stops to pick up one or more passengers on Airport property. E (b) "Per Trip Fee"means a fee of$3.00 for each Trip. (c) "Monthly Fee"means the product of the following: (i)the number of Trips conducted by the Operator's Vehicles in one calendar month, and (ii)the Per Trip Fee then in effect. 4.2. Payment Requirements and Reports. (a) Within thirty(30)days after the close of any calendar month, Operator shall submit its operations report to the County for the previous calendar month (the "Monthly W Report"). The Monthly Report shall be in an agreed-upon electronic format, and shall contain the total number of Trips for the reporting period. All such information shall be E 6 Packet Pg. 1557 1.4.a accurate at all times. (b) Operator agrees to pay a Monthly Fee to the County, which shall constitute a total of the Per Trip Fees assessed for each pick-up in the relevant month. The Monthly Fee is due, in full, and received by the County, within thirty (30) days after the close of any calendar month. All payments hereunder, including Monthly Fees, shall be paid at the business office of the Key West International Airport, or at such other place or manner as the County may designate in writing. (c) All payments hereunder, including Monthly Fees, shall be paid in lawful money of the United States of America, free from all claims, demands, setoffs, or counterclaims of any kind. Any payments hereunder, including Monthly Fees, not paid when due shall be U) subject to a service charge of one and one-half percent (1.5%) per month, or if lower, the maximum amount allowed by law. 5. ASSIGNMENT 5.1. No Assignment. Operator shall not assign, encumber or otherwise transfer, whether voluntarily or involuntarily or by operation of law, this Agreement, or any right hereunder, without the County's prior written consent, which consent shall not be unreasonably withheld, conditioned or delayed (the term "Transfer" shall mean any such assignment, encumbrance, or transfer). The County's consent to one Transfer shall not be deemed a consent to any subsequent Transfers. Any Transfer made without the County's consent shall constitute a default hereunder and shall be voidable at the County's election. Notwithstanding the above, Operator shall retain the right to transfer this Agreement, or any right hereunder,to an affiliate of Operator. E 5.2. Change of Control. The sale or other transfer of a controlling percentage of the capital stock or membership interests of Operator, whether by merger, stock sale or otherwise, or the sale or transfer of more than fifty percent (50%) of the value of the assets of Operator related to the operations hereunder, shall be deemed a Change of Control, not a Transfer, and shall not be subject to the restrictions in Section 5.1. The phrase "controlling percentage" means the ownership of, and the right to vote, stock or interests possessing more than fifty percent (50%) of the total combined voting power of all classes of Operator's capital stock or interests issued, outstanding and entitled to vote for the election of directors. 6. COMPLIANCE WITH LAWS W At all times, Operator shall cause its use of the Airport and its operations under this E 7 Packet Pg. 1558 1.4.a Agreement to comply with all applicable state and federal laws, ordinances, orders, directives, rules, codes, regulations and decrees of federal and state governmental entities and agencies, and their respective departments, agencies, authorities and boards (individually, a "Governmental Entity", or collectively, "Governmental Entities"), as the same may be amended, modified or updated from time to time, including, but not limited to, those relating to health and safety, especially those pertaining to public safety such as safe driving practices, seat belts, and child seats/restraints. For purposes of this Agreement, the term "Governmental Entity" shall also mean and include, without limitation, City of Key West, Monroe County, State of Florida, U.S. Department of Transportation, Federal Aviation Administration, and Transportation Security Administration. U) 7. WAIVER; INSURANCE 7.1. Insurance. Operator shall procure and maintain, at its sole cost and expense and at all times during the term of this Agreement, insurance that complies with state law requirements, Fl. Stat. § 627.748. Drivers shall have access through the App to ®' certificates of insurance that demonstrate compliance with Fl. Stat. § 627.748. 7.2. Notice. Each Party hereto shall give to the other Party, prompt and timely written notice of any loss arising out of this Agreement, meaning any and all losses, liabilities, judgments, suits, claims, damages, costs and expenses (including reasonable attorney's fees, investigation costs, remediation costs, and court costs), of any kind or nature, coming to its knowledge which in any way, directly or indirectly, contingently or otherwise, affects or might affect either, and each shall have the right to participate in the defense of the same to the extent of its own interest. 7.3. Confidentiality of Records. Any information that Operator makes available to the E County, pursuant to this Agreement is deemed to be confidential and proprietary information ("Operator's Confidential Information"), regardless of whether the records are marked as such, and shall not be disclosed to anyone without Operator's express written permission unless required to be disclosed by applicable law or a court order; including without limitation the Florida Sunshine Law. In the event the County receives a request to disclose Operator's Confidential Information, or is otherwise required to disclose Operator's Confidential Information, the County shall promptly notify Operator of such request prior to disclosure, and the County shall make diligent efforts to limit disclosure pursuant to any available bases set forth in the Florida Sunshine Law or other applicable law. In the event of any litigation brought by Operator to enjoin the release of Operator's Confidential Information, the County agrees that it will remain neutral in such litigation and allow the court to decide whether release is proper based upon the E 8 Packet Pg. 1559 1.4.a showings presented by the Operator and the requester. If the County is required to release Operator's Confidential Information, it nevertheless shall use any available authorities to redact personal or business confidential information from such records to the extent consistent with applicable law and the final judgment. 8. DEFAULT; REMEDIES 8.1. Event of Default. The occurrence of any one or more of the following events shall constitute a breach of this Agreement and an"Event of Default": a Operator shall fail, duly and punctually, to a Monthly Fees or to submit an E ( ) p Y P Y� pay Y ( Y Monthly Report), or to make any other payment required hereunder, when due to the U) County, and such failure shall continue beyond the date specified in a written notice of such breach or default from the County, which date shall be no earlier than the tenth (1 Oth) business day after the effective date of such notice;or c, (b) A Transfer occurs without the prior approval of the County as set forth in section 5.1; ®' tsi 8.2. Remedies. Upon the occurrence and during the continuance of an Event of Default, the County shall have the following rights and remedies in addition to any and all other rights and remedies available to the County under this Agreement, at law, or in equity: (a) the County may elect to terminate this Agreement; and (b) nothing herein shall be deemed to limit the County's right to terminate this Agreement as provided in Section 2. 8.3. Cumulative Rights. The exercise by the County of any remedy provided in this Agreement shall be cumulative and shall in no way affect any other remedy available to E the County under law or in equity. 8.4. Fines/Penalties. By operating on the Airport, Operator and Drivers affiliated with Operator shall be subject to applicable laws, ordinances, rules and regulations including any fines or penalties in connection therewith. The County shall have no obligation to Operator to impose fines on, or otherwise take action against, any other person or entity at the Airport. A 9. GOVERNMENTAL PROVISIONS 9.1. No Representations. Operator acknowledges and agrees that neither the County, nor any person on behalf of the County, has made, and the County hereby disclaims, any representations or warranties, express or implied, regarding the business venture 9 Packet Pg. 1560 . 1.4.a proposed by Operator at the Airport, including any statements relating to the potential success or profitability of such venture. Operator represents and warrants that it has made an independent investigation of all aspects of the business venture contemplated by this Agreement. 9.2. Limitation on Damages. Notwithstanding anything in this Agreement to the contrary, in no event will either party be liable to the other party for any consequential, incidental or special damages, or lost revenues or lost profits. 9.3. Federal Nondiscrimination. Operator understands and acknowledges that the County has given to the United States of America, acting by and through the Federal E Aviation Administration, certain assurances with respect to nondiscrimination, which U) have been required by Title VI of the Civil Rights Act of 1964, as effectuated by Title 49 of the Code of Federal Regulations, Subtitle A - Office of the Secretary of Transportation, Part 21, as amended, as a condition precedent to the government making grants in aid to the County for certain Airport programs and activities, and that the County is required under said Regulations to include in every agreement or concession pursuant to which any person or persons other than the County, operates or has the right to operate any facility on the Airport providing services to the public, the following covenant,to which Operator agrees, as follows: "Operator, in its operation at and use of Key West International Airport, covenants that (1) no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of said facilities; (2) that in the construction of any improvements on, over or under such land and the furnishing of services thereon, no person on the grounds of race, color or national origin shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, and (3) that the grantee, licensee, permittee, etc., shall comply with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulations, E Subtitle A, Office of the Secretary of Transportation, Part 21, Nondiscrimination in Federally-Assisted Programs of the Department of Transportation Effectuations of Title VI of the Civil Rights Act of 1964, and as said regulations may be amended." 10. GENERAL PROVISIONS 10.1. Notices. Except as otherwise specifically provided in this Agreement, any notice, demand or other correspondence given under this Agreement shall be in writing and given by prepaid certified mail (return receipt requested), or reputable overnight courier (such as Federal Express), to: (a) Operator at its Notice Address; or (b) the County at its Notice Address; or(c) such other address as either Operator or the County may designate as its new address for such purpose by notice given to the other in accordance with this E 10 Packet Pg. 1561 1.4.a Section 11. Any notice hereunder shall be deemed to have been given and received, and effective, two (2) days after the date when it is mailed. For convenience of the Parties, copies of notices may also be given by facsimile or electronic mail; however, neither Party may give official or binding notice by facsimile or electronic mail. Operator's Notice Address: Rasier-DC, LLC Attn:Ryan Knapp 1455 Market Street, Fl. 4 San Francisco, CA 94103 E U) Monroe CounU s Notice Address: Director of Airports 3491 S. Roosevelt Blvd. Key West, Fl. 33040 csi With copy to; , Monroe County Attorney's Office 1111 12`h St., Suite 408 Key West, Fl. 33040 10.2. Waiver of Performance. The waiver by either Party of performance of any provisions of this Agreement shall not constitute a future waiver of performance of such E provisions. E 10.3. Entire Agreement. The Parties intend that this Agreement shall be the final expression of their agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous written or oral agreements or understandings. The Parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever (including prior drafts hereof and changes therefrom) may be introduced in any judicial, administrative or other legal proceeding involving this Agreement. 10.4. Amendments. Except as specifically provided herein, amendments to this >- Agreement require written agreement of the Parties. Notwithstanding the foregoing, if a .. Governmental Entity requires modifications or changes to this Agreement as a condition precedent to the granting of funds for the improvement of the Airport, Operator shall 11 Packet Pg. 1562 . 1.4.a agree to make such amendments, modifications, revisions, supplements or deletions of any of the terms, conditions or requirements of this Agreement as may be reasonably required. 10.5. Interpretation. The headings and captions of this Agreement have been inserted for convenience of reference only, and such captions or headings shall in no way define or limit the scope or intent of any provision of this Agreement. This Agreement has been negotiated at arm's length and between persons sophisticated and knowledgeable in the matters dealt with herein, and shall be interpreted to achieve the intents and purposes of the Parties, without any presumption against the Party responsible for drafting any part of this Agreement. U) 10.6. Successors and Assigns. Subject to the provisions of Section 5, the terms and conditions contained in this Agreement shall bind and inure to the benefit of Operator and the County, and, except as otherwise provided herein, to their personal representatives and successors and assigns. ®a 10.7. Severability. If any provision of this Agreement or the application thereof to any person, entity or circumstance, shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each other provision of this Agreement shall be valid and be enforceable to the full extent permitted by law. , 10.8. Governing Law. This Agreement shall be construed and enforced in accordance with, and governed by, the laws of the State of Florida. Any dispute arising out of this Agreement, including, but not limited to, any issues relating to the existence, validity, formation, interpretation or breach of this Agreement, shall be brought and litigated exclusively in a state or federal court located in Monroe County, Florida; and the Parties consent to the exclusive jurisdiction thereof. 10.9. Authority. Operator represents and warrants that Operator is a duly authorized and existing entity, that Operator has and is duly qualified to do business in Florida, that Operator has full right and authority to enter into this Agreement, and that each and all of a, the persons signing on behalf of Operator are authorized to do so. Upon County's request, Operator shall provide the County with evidence reasonably satisfactory to the County confirming the foregoing representations and warranties. 10.10. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same instrument. E 12 Packet Pg. 1563 • 1.4.a WITNESS WHEREOF, the Parties have caused their respective duly "authorizedrepresentatives to execute this Agreement on November 14 , 2017. BOARD OF COUNTY COMMISSIONERS -ATTEST' �EV1N MAD K, CLERK OF MONRO O Y IDA E By Mayor/Chairman WITNESS Rasier-DC, LLC P By: By: c, Printed: � L--�j Printed: A Title: er �^�p j o�e Title: E 11.511.pp�Vf!"yy 1 ,,\1'�; ��_ ate ___ �`' J zs -7 A C> `:i` ! C"3 . O ° rTt .:ter- M t=) . C)m r*zx : n. C�;K va, E 13 .ao s+• rn Cam. Packet Pg. 1564