Loading...
1st Amendment 04/19/2023 DocuSign Envelope ID:E782EB46-E890-4490-AE56-6840E544835C FIRST AMENDMENT - All PORTOPERATING' 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 Apyii �,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 to of the original agreement was for a period of 5 years; and WHEREAS, the Airport Operating Agreement has been mutually beneficial to of parties; NOW, THEREFORE, in consideration of the promises, and other good and valuable consideration,the receipt and sufficiency of which are hereby acknowledged,the Parties hereby agree as follows: Section 1. Paragraph 2 of the original agreement is amended to read: 2. T'ERIVI; C0MM,ENCEHEN,r I)ATE: 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. 2.2. Commencement I)ate. The "commencement date" shall be deemed to be July 1,2022. 2.3.Terivination, 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 (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 tote termination within thirty (30)days of receiving the request. Section 2. Sub-paragraph 1.6 oft e original agreement is amended to read: 1 DocuSign Envelope ID:E782EB46-E890-4490-AE56-6840E544835C 1.6. Geo-Fence. Operator shall establish a Geo-Fence with the boundaries depicted in Exhibit A and shall notify affiliated Drivers about the gees-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 passengers on Airport property. (b) "Per'trip Fee"means a fee of$3.50 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 211AIkI221:L. (a) Within thirty (30) days after the close of any calendar rnonth, Operator shall submit its operations report to the County for the previous calendar month (the "Monthly Report"), The Monthly Report shall be in an agreed-upon electronic -format, and shall 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 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 r r � sl II� p I yYa II IIIIII� � uuVr �'ql' . I x i, 1 � IIIIII i D I, � J Of CL Ili /err y�{{ 4YMYdSf:W' � h/ yI r I I x r u f r, DATE(MM/DD/YYYY) AC"R" CERTIFICATE OF LIABILITY INSURANCE 6i28i2022 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: Valerie Lynch Woodruff-Sawyer&Co. PHONE FAX 50 California Street, Floor 12 A/C No Ext: 720-593-5403 A/c No: San Francisco CA 94111 ADDRESS: vlynch@woodruffsawyer.com INSURER(S)AFFORDING COVERAGE NAIC# INSURERA: Old Republic Insurance Company 24147 INSURED UBERTEC-01 INSURER B: Rasier-DC, LLC 1515 3rd Street INSURERC: San Francisco CA 94158 INSURER D7 INSURER E: INSURER F: 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 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MMIDD/YYY MMIDD/YYY A X COMMERCIAL GENERAL LIABILITY Y MWZY31379422 7/1/2022 7/1/2023 EACH OCCURRENCE $5,000,000 DAMAGE TO RENTED CLAIMS-MADE X OCCUR PREMISES Ea occurrence) ccurrence $5,000,000 MED EXP(Any one person) $Excluded PERSONAL&ADV INJURY $5,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $10,000,000 POLICY❑ PRO ❑ $10,000,000 LOC PRODUCTS-COMP/OP AGG X JECT OTHER: $ A AUTOMOBILE LIABILITY Y MWTB31379322 7/1/2022 7/1/2023 COMBINED SINGLE LIMIT $5,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) $ X OWNED SCHEDULED BODILY INJURY(Per accident) $ AUTOS ONLY AUTOS X HIRED X NON-OWNED PROPERTY DAMAGE $ AUTOS ONLY AUTOS ONLY Per accident UMBRELLA LIAB OCCUR "I� EACH OCCURRENCE $ EXCESS LIAB CLAIMS-MADE 4 -- ..rv.. J-„ AGGREGATE $ DED RETENTION$ , 2 2 $ WORKERS COMPENSATION -,I ' 2 _ .� - ^^^""""'"' "'"' PER OTH- AND EMPLOYERS'LIABILITY Y/N yy�� p a STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE ❑ N/A B !' ^^• E.L.EACH ACCIDENT $ OFFICER/MEMBER EXCLUDED? (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $ If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,maybe attached if more space is required) Monroe County BOCC is included as additional insured as respects General Liability and Auto Liability to the extent provided in the attached form. 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 BOCC 1100 Simonton St. AUTHORIZED REPRESENTATIVE Key West, FL 33040 @ 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD 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 MOTOR CARRIER COVERAGE FORM 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. 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. CA 20 48 10 13 © Insurance Services Office, Inc., 2011 Page 1 of 1 MWTB 313793 22 Uber Technologies, Inc. 07/01/2022-07/01/2023 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 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. CG 20 26 12 19 © Insurance Services Office, Inc., 2018 Page 1 of 1 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 A ® DATE / Y) CERTIFICATE OF LIABILITY INSURANCE 01/13/13/20232023 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: 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: COVERAGES CERTIFICATE NUMBER: 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. INSR TYPE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER MM/DD/YYYY MM/DD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ DA AGE To RENTED CLAIMS-MADE 1:1OCCUR PRE M IS ES(Ea occurrence) $ MED EXP(Any one person) $ PERSONAL&ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ POLICY❑ PRO ❑ LOC PRODUCTS-COMP/OP AGG $ JECT OTHER: $ AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $ Ea accident 1,000,000 ANY AUTO BODILY INJURY(Per person) $ OWNED A AUTOS ONLY AUTOSULED 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 .;. 161 AGGREGATE $ DED RETENTION$ ,, $ WORKERS COMPENSATION k qy ,,,,,,me,,,,,, PER OTH- AND EMPLOYERS'LIABILITY Y/NI1- V 'W '1 STATUTE ER ANYPROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $ OFFICER/MEM BER EXCLUDED? ❑ NIA yq, ®,„.,,,T,�,,,�,.,,„„...,.,,T:P. ud"M 5 (Mandatory in NH) """"""''" E.L.DISEASE-EA EMPLOYEE $ If yes,describe under Xyft DESCRIPTION OF OPERATIONS below N """`" E.L.DISEASE-POLICY LIMIT $ DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) 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 provide "covered TNC operations,"and is either traveling to the pick-up location or traveling from the pick-up location to the drop-off location. 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 BEFORE Insurance Compliance THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN PO Box 100085-FX ACCORDANCE WITH THE POLICY PROVISIONS. Duluth,GA 30096 AUTHORIZED REPRESENTATIVE r r ©1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD AGENCY CUSTOMER ID: LOC#: ACC)J?U ADDITIONAL REMARKS SCHEDULE Page 1 of 1 AGENCY NAMED 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 Additional Coverages Insurance coverage(s) Limits Deductible .................................................................................................................................................................................... Medical Payments $5,000 each person ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD PR949MIZVE W W; 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 Named insured Rasier,LLC Rasier-CA,LLC Rasier-DC,LLC Rasier-PA,LLC Rasier-MT,LLC Hinter-NM,LLC 1515 3rd Street San Francisco,CA 94158 Additional insured endorsement Name of Person or Organization Monroe County BOCC Insurance Compliance PO Box 100085-FX Duluth,GA 30096 A person or organization named above is an additional insured with respect to such liability coverage as is afforded by the policy,butthis insurance appliesto said additional insured only as a person or organization liable for the conduct of another insured and then onlyto the extent of that liability. Liability To Others Bodily Injury and Property Damage $1,000,000 combined single limit Liability This endorsement applies to policy number: 06250110 Issued to (Name of Insured): Rasier, LLC Rasier-CA, LLC 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