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10/16/2024 Agreement GVS COURTq° o: A Kevin Madok, CPA - �o ........ � Clerk of the Circuit Court& Comptroller Monroe County, Florida �z cooN DATE: October 21, 2024 TO: Beth Leto, Airports Business Manager, KWIA FROM: Liz Yongue, Deputy Clerk SUBJECT: October 16, 2024 BOCC Meeting The following item has been executed and added to the record: I11 Management Agreement with SP Plus Corporation for Parking Lot Management Services at the Key West International Airport AND approval of SP Plus Year 1 Operating Budget. All costs, including the operating budget, management fee, start up expenses, parking access revenue control system (PARCS) equipment and quarterly bonuses will be paid from Airport Operating Fund 404. 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 500 Whitehead Street 3117 Overseas Highway 88770 Overseas Highway Key West, Florida 33040 Marathon, Florida 33050 Plantation Key, Florida 33070 MANAGEMENT AGREEMENT FOR PARKING LOT MANAGEMENT SERVICES KEY WEST INTERNATIONAL AIRPORT THIS AGREEMENT(hereafter"Contract"or"Agreement")is made and entered into this 161h day of October,2024,by and between Monroe County,a political subdivision of the State of Florida, (hereafter "Owner" or "County"), whose address is 1100 Simonton Street, Key West, Florida, 33040 and SP Plus Corporation, a Delaware Corporation authorized to transact business in the State of Florida (hereafter "Operator" or "Contractor"), whose address is 200 East Randolph Street, Suite 7700, Chicago, Illinois 60601. 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 I" day of January, 2025 (Commencement Date) and terminating at Midnight on the 31" day of December, 2029. 1.02 Renewal. Provided Operator has fulfilled all conditions of this Agreement, Operator may request this Agreement be renewed for a single two (2) year option period beginning at the end of the initial term. In the event Operator submits a request to renew, it shall do so by providing written notice to Owner not less than one hundred eighty (180) days prior to the scheduled termination date of the initial term. Such notice shall include any Operator requested modifications to terms and conditions, if any, of this Management Agreement. The Owner shall have sixty (60) days to review the renewal request and the proposed modifications and respond. Failure of the owner to respond at the end of the 60 day period shall be deemed to be a denial of the operators request to renew the agreement. ARTICLE 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 June 3, 2024 attached hereto and made a part hereof. The employee parking area is hereby excluded from this agreement. 2.03 Operator's Responsibilities. A. Operator shall install new PARCs equipment and associated software at the covered premium parking lot and the short-term surface lot as soon as practicable after 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 Fisery banking software. B. Operator will be responsible for verifying daily flight schedules and adjusting the number and hours of staffing as needed. C. Operator shall conduct scheduled parking lot inspections to ensure all safety standards outlined in the Airport Safety Management Manual (if applicable) are met or exceeded. All hazardous conditions found must be barricaded to prevent access by the public, and must be immediately reported to the Airport Operations Department. D. Operator shall maintain and provide a list of vehicles that have been parked for a period of 30 days or longer. E. Operator must coordinate with Airport Maintenance and Airport Operations Departments and Monroe County Sheriff's Office (MCSO) in the removal and towing of vehicles that are in violation of Airport Public Parking Policy, if applicable. F. Every morning, Operator's parking management staff shall be responsible for assessing all parking equipment, this includes all equipment, gate arms, and the operations of the toll booth. Must report any issues to Airport Operations immediately. G. Operator shall provide periodic reports, including but not limited to, monthly profit/loss statement, revenue/expense per space per lot, budget performance and variance report, transactional summary by lot, utilization reports by lot, exception transaction trend report by lot, daily lot counts, safety reports, and other data if requested by the Airport. H. Operator must immediately notify Airport Operation's and PIO staff when the Airport when parking lots are full/closed due to capacity. L Operator's parking management staff shall be responsible for all day-to-day maintenance and cleaning of the Airport toll booth and parking equipment should be kept clean and tidy and all equipment 2 free of damage. In the event damage is caused by the parking management staff to the equipment or facilities,the cost of repairs for the damage and a 15%administrative fee shall be deducted from the monthly reimbursement of expenses. However,the 15%fee will be waived if the Operator makes the proper repairs to the equipment. J. Operator's parking management staff shall provide professional and friendly service to all passengers. The Airport's highest priority is for passengers to have a pleasant and memorable experience at the Key West International Airport. The Airport will not tolerate parking management staff providing anything less than stellar customer service and violations will be addressed with possible fees assessed. K. The Airport shall enforce consequences for violations of the contract as follows: • Damage to Airport Parking Equipment will be assessed and fees will be deducted in the amount equal to the total amount of damages plus a 15% administrative fee as mentioned in Section 2.03(I); • Customer Service: If a witnessed incident or allegation is made to reflect negatively on parking management staff, and evidence finds the reported incident is true, the following will be assessed: 1. First Violation - $75.00 2. Second Violation - $150.00 3. Third Violation - $225.00 4. Subsequent Violations (up to 5) - $500.00 5. Termination of employment after maximum of 5 violations. If the parking management company is in violation of any of the specified items, the Airport may terminate the Contract for cause. 2.04 Manager Duties and Requirements. 1) The Manager must work full time at the Airport. 2) The Manager must be a highly qualified and experienced manager, with at least three (3) years of experience in managing a parking facility at a U.S. airport, unless the Airport allows otherwise. 3) The Manager must have full power and authority to take all necessary actions where a prompt response is required to maintain or restore services. 4) The Manager must respond in writing to customer complaints regarding services and report such complaints and their resolution to the Airport. 5) The Manager must be available during the regular business hours. If the Manager is absent, an equally authorized and qualified staff member must be in charge and available. 6)Manager must report to the Airport any accidents, including passengers' accidents, and any non- routine events within fifteen (15) minutes after their occurrence. 3 7) Manager shall schedule the appropriate amount of staff for the operations and submit to the Airport a staffing report monthly, at a minimum, five (5) days prior to the next month. If the Airport and Manager do not agree on staffing, the Airport's decision shall control. 8) Manager is responsible for the reconciliation of funds and shall report all funding information to the Airport on a monthly basis. The guidelines for reconciliation are as follows: Revenue deposits and receivables shall be processed in accordance with standard industry accounting methodology. The Operator shall provide a month end aged trial balance of accounts receivable by the 15th of each month for the prior month. The Operator shall be obligated to actively pursue collection of all accounts receivables and shall be, and remain, responsible for the amount of same until the Airport has provided approval of a write-off of said receivables. 2.05 Dress Code and Standards for Operator's personnel. Operator shall ensure all personnel are dressed appropriately. The Airport has the right to approve or deny the uniform choice. Staff shall adhere to the following: • Must wear a shirt identifying the name of Operator's company. Operator shall provide enough shirts to employees to ensure the shirts are clean and presentable at all times. • Attire shall not be revealing or offensive. • Shorts and/or pants are acceptable. Shorts must be an appropriate length no shorter than mid-thigh or length of fingertips. • Must be able to communicate orally and in writing in the English language. • Must maintain the highest of standards of service. • Must comply with all Airport rules. • Must not eat, drink, or smoke while on duty. Employees must use designated smoking areas if on lunch or break. No smoking allowed at toll booths or in parking facilities. • Must be courteous and polite, and non-offensive in their conduct and demeanor. 2.06 Annual Audit. As soon as practical,but no later than January 1 of each year of this Agreement, Parking Management Company shall provide the Airport with financial statements for the operations of the Facilities under this Agreement reflecting full disclosure for the annual period ending September 30th of each year and any partial years, and the management letter resulting from a review and results of the operations, internal controls and other observations. Said financial statements shall be audited and the management letter prepared by the external, third parry auditors of qualified independent Certified Public Accountants designated by the awarded Respondent, but approved by the Airport. Following their completion, the Airport shall be provided with copies of the audited financial statements and the management letter. 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. 4 ARTICLE III GROSS REVENUES AND REPORTS 3.01 General. Monies payable by Operator to Owner shall include all parking fees . Dishonored checks,uncollectible or uncollected fees and other bad debts shall not be included in Gross Revenues, provided that such transactions were processed utilizing procedures accepted and approved by the Owner. Monies which might be otherwise due from stolen vehicles or vehicles abandoned in the Facilities shall not be included in Gross Revenues, except to the extent monies are actually collected. Operator may accept personal checks or credit cards for payment under such terms and conditions as may be approved by Owner for handling such payments. 3.02 Deposits. As soon as practical, but no later than the next banking day following receipt of any Gross Cash Revenues hereunder, the Operator shall cause to have deposited said Gross Revenues in an account of and to the credit of the Owner. It shall be considered that the Owner has come into possession of the Gross Revenue when the funds have been deposited in the depository bank. 3.03 Reports. Operator shall provide Owner, in a form and detail satisfactory to Owner, the following reports including but not necessarily limited to: A. Weekly reports listing the daily Gross Revenue, with cash and credit/debit card transaction listed separately, and the associated duplicate deposit slips for cash revenue received. B. Monthly Activity and Gross Revenue summary to be submitted with monthly invoice. 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 seven 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. If an auditor employed by the Owner or the Monroe County Clerk of Courts determines that monies paid to the Operator pursuant to this Agreement were spent for purposes not authorized by this Agreement, or were wrongfully retained by the Operator, the Operator shall repay the monies together with interest calculated pursuant to Sec. 55.03, of the Florida Statutes, running from the date the monies were paid by the Owner. 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, including the cost of the Operator's annual audit required under this contract. 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 from 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 5 approved annual budget. Start-up expenses are projected to be approximately $15,000.00 and are not included in the annual operating budget, as these one-time reimbursable expenses would be incurred as part of the transition. As with the monthly invoicing, the startup expenses require sufficient backup documents, invoices, receipts, etc. in order to be reimbursed. The new Parking Access Revenue Control Systems (PARCS) equipment is a capital expense of approximately $41,268.00 per year, though the final cost is dependent upon the technology to be obtained as approved by the Executive Director of Airports, and those costs are not included in the annual operating budget. PARCS expense will be reimbursed in equal monthly installments over the initial five-year term of the agreement. Should the agreement be terminated prior to the full payment of the new PARCS equipment, the Owner will reimburse the Operator for the remaining PARCS equipment balance. 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 each year's annual 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. ARTICLE IV REIMBURSEMENT AND COMPENSATION TO OPERATOR 4.01 Management Fee. The Owner shall pay the Operator an initial Management Fee of $37,000.00 per year or $3,083.33 per month, payable in arrears. The Management Fee amount agreed to herein may be adjusted annually in the amount of 3% per year for the initial five-year term. In the event the agreement s renewed in years 6 and 7, the annual percentage increase to the operator's management fee shall be negotiated between the operator and the Executive Director of Airports and approved by the Board of County Commissioners. In addition to the Management Fee, beginning April 1, 2025, an incentive bonus shall become effective based on the evaluation of the operation by the Executive Director of Airports or his designee 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 following receipt by the Owner of a monthly "Expense Invoice(s)" from the Operator, certified by an officer of the Operator. Owner shall pay in accordance with the Florida Local Government Prompt Payment Act; payment will be made after delivery and inspection by COUNTY and upon submission of invoice by the Operator. Expense 6 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. Operator shall submit to Owner invoices with supporting documentation acceptable to the Clerk, on a MONTHLY schedule in arrears. Acceptability to the Clerk is based on generally accepted accounting principles and such laws, rules and regulations as may govern the Clerk's disbursal of funds. If any item of expense is disputed or contested, a statement in writing setting forth the items being disputed and the specific reasons therefore shall be submitted to the Operator. Owner shall advance to Operator one-twelfth (1/12) of the operating budget to cover cost of the operation. Owner shall advance the above sum within thirty (30) days following the commencement of this Agreement. The Owner shall not withhold reimbursement for non-disputed items of expense. Both parties shall in good faith diligently pursue clarification and resolution of any disputed items within thirty (30) days of receipt of written notice sent by Owner. 4.03 Other Facilities. The Owner shall have the right to require the Operator to manage any additional parking facilities not contemplated at the time of execution of this Agreement, in which event all costs of operation for such service, including transportation services, shall be made part of the budget, and all revenues therefrom shall be included in Gross Revenue. ARTICLE V CHARGES AND CONSULTATION 5.01 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 & exterior of all buildings, such as the exit booth/office, and any 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 7.01 Maintenance and Repair. Operator shall, be responsible for the proper maintenance and repair of the Revenue Control System, and of the interior of the exit booth. The Operator shall be responsible for keeping the Facilities, including the parking areas, the entrance and exit areas, and exit toll booth in a neat and clean condition at all times, except those areas specifically maintained and cleaned by the Owner. The Operator shall notify the Owner of any areas requiring immediate maintenance and/or repair upon discovery of such items. The cost of such repairs and maintenance shall be reimbursable to Operator. 7.02 Personnel. A. The management, maintenance, and operation of the Facilities shall at all times be under the supervision and direction of a full-time, qualified, competent resident Facilities Manager who shall be subject to the direction and control of the Operator. B. Operator agrees that its employees shall be of adequate number and competently trained so as to properly conduct the operation of Facilities; sufficient staff shall be provided to operate the toll booth in a first-class manner, to meet all reasonable demands of the public and to prevent customers from waiting in line for a period in excess of eight (8) minutes, unless otherwise specified by the Owner. The Operator shall make every reasonable effort to schedule employees so as to minimize or avoid the payment of overtime, recognizing, however, that the intent of this Agreement is to provide a high level of service to the user of the Facilities. C. All employees shall be required to wear the appropriate uniform at all times when on duty. Operator agrees to ensure that the employees and uniforms are clean and neat, and that the employees present a professional appearance at all times. Operator shall cause all of its employees to conduct themselves at all times in a courteous manner toward the public and dispense with the services of any employee deemed by the Owner to be detrimental to the Airport. D. Operator, its agents, employees, or suppliers shall not block any areas used for ingress and egress by Airport traffic unless required in an emergency, and further, shall not interfere with the activities of Owner, its agents or employees, or any Airport tenant. 7.03 Cleanliness of Premises. The Facilities and all equipment and materials used by Operator shall at all times be clean, sanitary, and free from rubbish, and other refuse. 7.04 Operations. A. The hours of operation shall be from 5:00 a.m. to 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 Parking areas, 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, and 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, 8 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) Owner shall be responsible for maintaining compliance of the revenue-processing parking equipment and related hosting and other systems servicing the Premises,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 times have current information regarding the Systems for Standards compliance. (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 7.06 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 INDEMNITYANSURANCE 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) 9 the negligence or willful misconduct of Operator or any of its employees, agents, contractors or other invitees, or(C) Operator's default in respect of any of the obligations that it undertakes under the terms of this lease, except to the extent the claims,actions,causes of action, litigation,proceedings,costs or expenses arise from the intentional or negligent acts or omissions of the County or any of its employees, agents, contractors or invitees (other than Operator). Insofar as the claims, actions, causes of action, litigation, proceedings, costs or expenses relate to events or circumstances that occur during the term of this Agreement, this section will survive the expiration of the term of this Agreement or any earlier termination of this Agreement. 8.02 Operator will provide and maintain in effect throughout the term of this Agreement current general liability insurance in the amount of$1,000,000 combined single limit,personal injury, and $100,000 property damage. 8.03 Operator also will provide and maintain in effect throughout the term of this Agreement, current statutory requirements of worker's compensation. 8.04 Certificates of Insurance must be provided to Monroe County prior to execution of this Agreement and within fifteen days after award of proposal, with Monroe County BOCC listed as additionally insured on all except Workers Compensation. Thereafter, the Operator must keep in full force and effect all of the insurance coverages listed above during the term of this Agreement. If the insurance 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 W responsible to all parties for its respective acts or omissions, and Owner shall in no way be responsible therefore. Neither the Operator nor any of the officers, agents, or employees of the Operator shall be deemed to be employees of the Owner for any purposes whatsoever ARTICLE X TERMINATION OF AGREEMENT, CANCELLATION, ASSIGNMENT & TRANSFER 10.01 Termination. This Agreement shall automatically terminate and expire at the end of the term, as set forth in Article I hereof. Upon the termination of this Agreement, through passage of time or otherwise, the Operator shall aid the Owner in all ways possible in continuing the business of operating the Airport public parking facilities uninterruptedly. 10.02 Owner's Right of Cancellation. Owner may cancel this Agreement by giving Operator thirty (30) days advance written notice, to be served as hereinafter provided, upon the happening of any one of the following events: (1) The filing by Operator of a voluntary petition for bankruptcy. (2) The institution of proceedings in bankruptcy against Operator and adjudication of Operator as a bankrupt pursuant to said proceeding. (3) The taking by a Court of jurisdiction of Operator's assets pursuant to proceedings brought under the provision of any federal re-organizational acts and said proceeding is not dismissed, discontinued or vacated within thirty (30) days. (4) The appointment of a receiver of Operator's assets and the receivership shall not be set aside within thirty (30) days after such appointment. (5) The divestiture of Operator's estate herein by operation of law. (6) The abandonment by Operator of the Facilities, or of its business operations thereon. (7) The conduct of any business or performance of any acts not specifically authorized herein and said business or acts do not cease within thirty (30) days of receipt of written notice by Owner to cease said business or acts. (8) The default in the performance of any of the covenants and conditions required herein to be kept and performed by Operator and said default is not cured within thirty (30) days of receipt of written notice by Owner to do so, or if by reason of the nature of such default, the same cannot be remedied within thirty (30) days following receipt by Operator of written demand from Owner to do so, Operator fails to commence and diligently execute the remedying of such default within said thirty (30) days following such written notice. 10.03 Termination for Convenience. Either party may terminate this agreement upon 90 days written notice. 10.04 Assignment, Transfer, and Subcontracting. Operator shall not,in any manner, assign,transfer, mortgage, pledge, encumber or otherwise convey an interest in this Agreement, nor contract the services permitted herein or any part thereof, without the prior written consent of Owner. Such consent can be withheld for any reason or for no reason at all. Any such attempted assignment, transfer, or subcontract without Owner approval shall be null and void. In the event Owner consents in writing as aforesaid, Operator shall have the right to the extent permitted by Owner's consent to subcontract or assign all or any portion of the permitted services,provided that any such subcontract or assignment shall be limited to only the same purposes as are permitted under this Agreement. Any such subcontract or assignment shall be subject to the same conditions, obligations and terms as set forth herein and Operator shall be fully responsible for the observance by its subcontractors of the terms and covenants contained in this Agreement. Notwithstanding anything herein to the contrary, in the event of an approved subcontract, Operator shall remain primarily liable to Owner for fulfilling all obligations,terms and conditions of this Agreement, throughout its entire term. ARTICLE XI ALTERATIONS OR ADDITIONS AND SIGNS 11.01 Alterations or Additions. Operator shall make no alterations or additions to the Facilities constructed thereon, without the prior written consent of the Owner. 11.02 Sins. No signs, posters, or similar devices shall be erected, displayed, or maintained by Operator in the view of the general public in, on, or about the Facilities or elsewhere on the Airport without the written approval of Owner, which consent shall not be unreasonably withheld. Any such signs not approved shall be immediately removed at the sole cost and expense of Operator, upon written notification thereof by Owner. ARTICLE XII LAWS, REGULATIONS, PERMITS, GOVERNING LAW AND VENUE 12.01 General. Operator expressly covenants,warrants, guarantees and agrees that throughout the term of this Agreement, Operator shall at all times be and shall remain in full and complete compliance with all applicable statutes, regulations, rules, rulings, orders, ordinances, or directives of any kind or nature without limitation, as same may be amended from time to time, of any and all Federal, State, Municipal or local governmental bodies now or hereafter having jurisdiction over Operator, Operator's operations conducted under this Agreement on the Facilities, and over those persons and entities performing any work or services on behalf of Operator or at Operator's actual or constructive request. Operator further covenants, warrants, guarantees, and agrees that it shall comply with all ordinances of Owner, including but not limited to the "Rules and Regulations", all operational orders issued thereunder, and any and all other laws, ordinances, regulations, rules, and orders of any governmental entity which may be applicable to Operator or in any way to Operator's business operations under this Agreement, as said laws, ordinances, regulations, rules, and orders now exist, or are hereinafter amended, promulgated, or otherwise imposed on Operator by laws. 12.02 Permits and Licenses General. Operator expressly covenants, warrants, and agrees that it shall, at its sole cost and expense, be strictly liable and responsible for obtaining, paying for, maintaining current, and fully complying with, any and all permits, licenses and other governmental authorizations, however designated, as may be required at any time throughout the entire term of G2 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 Flies Owner reserves unto itself, its successors and assigns, for the use and benefit of the public, a right of flight for the passage of aircraft in the airspace above the surface of the real property previously described together with the right to cause in said airspace such noise as may be inherent in the operation of aircraft now known or hereafter used, for navigation of or flight in the said airspace for landing on, taking off from, or operating on the Airport. 13.03 Operation of Airport. Operator expressly agrees for itself, its sub-lessee, successors and assigns, to prevent any use of the Airport Facilities which would interfere with or adversely affect the operation, maintenance, or development of the Airport. ARTICLE XIV NON DISCRIMINATION 14.01 Non-discrimination. Operator for itself, its employees, agents, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree to comply with all Federal and Florida statutes, and all local ordinances, as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of the Civil Rights Act of 1964 (PL 88-352), which prohibit 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 §§ 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 § 794), which prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as amended(42 USC §§ 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, §§ 523 and 527 (42 USC §§ 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 §§ 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 §§ 12101 Note), as amended from time to time,relating to nondiscrimination in employment on the basis of disability; 10)Monroe County Code Chapter 14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, national origin, ancestry, sexual orientation, gender identity or expression, familial status or age; and 11)All requirements imposed by or pursuant to Title 49, Code of Federal Regulations,Department of Transportation, Subtitle A, Office of the Secretary, Part 21, Nondiscrimination in Federally-assisted programs of the Department of Transportation-Effectuation of Title VI of the Civil Rights Act of 1964, and as said Regulations may be amended; and 12) Any other nondiscrimination provisions in any Federal or state statutes which may apply to the parties to, 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 Executive Director of Airports Key West International Airport 3491 South Roosevelt Boulevard Key West, Florida 33040 Operator: SP Plus Corporation Attn: Robert Reiser, President—East Airports 16200 Brookpark Road, 2nd Floor Cleveland, Ohio 44135 With a copy to: SP Plus Corporation Attn: Legal Department 200 East Randolph Street, Suite 7700 Chicago, Illinois 60601 or such other respective addresses as the parties may designate to each other in writing from time to time. Notice by certified or registered mail shall be deemed given on the date that such notice is deposited in a United States Post Office. ARTICLE XVI PARAGRAPH HEADINGS 16.01 The headings of the various article and sections of this Agreement, and its Table of Contents, are for convenience and ease of reference only, and shall not be construed to define, limit, augment or describe the scope, context, or intent of this Agreement or any part or parts of this Agreement. G4 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 parry relative to the enforcement or interpretation of this agreement, the prevailing parry shall be entitled to reasonable attorney's fees, court costs, investigative and out-of-pocket expenses, as an award against the non-prevailing parry, and shall include attorney's fees, court costs, investigative, and out-of-pocket expenses in appellate proceedings. Mediation proceedings initiated and conducted pursuant to this agreement shall be in accordance with the Florida Rules of Civil Procedure and usual and customary procedures required by the Circuit Court of Monroe County. 17.03 Binding Effect. The terms, covenants, conditions, and provisions of this agreement shall bind and inure to the benefit of the Owner and Operator and their respective legal representatives, successors, and assigns. 17.04 Authority. Each parry 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 parry 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 parry 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 parry, 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 parry to this agreement shall be required to enter into any arbitration proceedings related to this agreement. A parry who requests the other's parry's participation in accordance with the terms of this section shall pay all reasonable expenses incurred by the other parry by reason of such participation. G5 17.07 Covenant of No Interest. The Owner and Operator covenant that neither presently has any interest, and shall not acquire any interest, which would conflict in any manner or degree with its performance under this agreement, and the only interest of each is to perform and receive benefits as recited in this agreement. 17.08 Code of Ethics. The Owner agrees that officers and employees of the Owner recognize and will be required to comply with the standards of conduct for public officers and employees as delineated in Section 112.313, Florida Statutes, regarding, but not limited to solicitation or acceptance of gifts; doing business with one's agency;unauthorized compensation;misuse of public position,conflicting employment or contractual relationship; and disclosure or use of certain information. 17.09 Public Access. Operator 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 Owner and Operator 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 Owner and Operator in conjunction with this contract and related to contract performance. The Owner shall have the right to unilaterally cancel this contract upon violation of this provision by the Operator. Failure of the Operator to abide by the terms of this provision shall be deemed a material breach of this contract and the Owner may enforce the terms of this provision in the form of a court proceeding and shall, as a prevailing parry,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 Operator 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 Operator is required to: (1) Keep and maintain public records that would be required by the Owner to perform the service. (2) Upon receipt from the Owner's custodian of records,provide the Owner 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 Operator does not transfer the records to the Owner. (4) Upon completion of the contract, transfer, at no cost, to the Owner all public records in possession of the Operator or keep and maintain public records that would be required by the Owner to perform the service. If the Operator transfers all public records to the Owner upon completion of the contract, the Operator shall destroy any duplicate public records that are exempt or confidential and exempt from public records disclosure requirements. If the Operator keeps and maintains public records upon completion of the contract,the Operator shall meet all applicable requirements for retaining public records. All records stored electronically must be provided to the Owner, upon request from the Owner's custodian of records, in a format that is compatible with the information technology systems of the Owner. (5) A request to inspect or copy public records relating to a County contract must be made directly to the Owner, but if the Owner does not possess the requested records, the Owner shall immediately notify the Operator of the request, and the Operator must provide the records to the Owner or allow the records to be inspected or copied within a reasonable time. If the Operator does not comply with the Owner's request for records, the Owner shall enforce the public records contract provisions in accordance with the contract, notwithstanding the Owner's option and right to unilaterally cancel this contract upon violation of this provision by the Operator. An Operator who fails �6 to provide the public records to the Owner or pursuant to a valid public records request within a reasonable time may be subject to penalties under Section 119.10, Florida Statutes. Operator shall not transfer custody, release, alter, destroy or otherwise dispose of any public records unless or otherwise provided in this provision or as otherwise provided by law. IF THE OPERATOR HAS QUESTIONS REGARDING THE APPLICATION OF CHAPTER 119, FLORIDA STATUTES, TO THE OPERATOR'S DUTY TO PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470, BRADLEY-BRIAN&MONROECOUNTY-FL.GOV, MONROE COUNTY ATTORNEY'S OFFICE, 1111 12th STREET, SUITE 408, KEY WEST, FL 33040. 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,a Drug-Free Workplace Statement, a Vendor Certification Regarding Scrutinized Companies Lists and an Affidavit Attesting to Noncoercive Conduct for Labor and Services. 17.14 No Personal Liability. NO covenant or agreement contained herein shall be deemed to be a covenant or agreement of any member, officer, agent or employee of Owner in his or her individual capacity, and no member, officer, agent or employee of Owner shall be liable personally on this agreement or be subject to any personal liability or accountability by reason of the execution of this agreement. 17.15 Execution in Counterparts. This agreement may be executed in any number of counterparts, each of which shall be regarded as an original, all of which taken together shall constitute one and the same instrument and any of the parties hereto may execute this agreement by signing any such counterpart. G7 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 ENTIRETYAGREEMENT • OF • 18.01 The parties agree.that this Agreement sets forth the entire agreement between the parties, and there are no promises or understanding other than those stated herein. None:of the provisions, terms and conditions contained in this Agreement may be added to, modified, superseded or otherwise altered except by written instrument executed by the parties hereto. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed this 16th day of October, 2024. �, 7 `REF''�}^c.",�...r"'�N'a�J' '`s:. y s "j� �, /S__TAL_ �,�R�.�_°� `?:y -;-A "TET4 `},VIN MADOK, CLERK BOARD OF COUNTY COMMISSIONERS:OF fejjliyx,.�;�. . i - ' ::s, MONROE COUNTY, FLORIDA 4� �‘„�'�-ty'���c3 \-� l�air:,,�0...>--�,� .. • B , ., y r ._.sa De uty Clerk 1 Mayor Holly Merrill Raschein - I) . :SP PLUS CORPORATION C,__,() Chuck se;,Vice 'dent Eat Airports: Robert Reiser pp is ' r President - East Airports '• Witnesses Title . _ Jessica lesky, Support Sp.ciali r___ âNROE COUNTY ATTORNEY ApiPPIOVED FORM n 'e—e..,-VtA, ‘ ..e,,, :;:c. A ---1 rri ASSIST' y •LINTY'ATTORNEY ;....,4 Y .: Date 9/30/24 ,1° — tii rn, r Aa oil 1,1/01 r , r r Imi ASIA 17 i 40 Al JJ� II I v ''All, jil orb oAff o � �I i �rl s � � /r / / r r % _ / % \ % y = ) ) / ) 0 / \ '\ % / e / e z ƒ 2 m \ $ $ � � 2 G •C: $ u < 0 E u g ) e e 2 e E \ § { \ : C k E e � � § / / / / f ) � / � \ 2 / / E CL � ° Ln « o » § E $ / u u •\ •E 7 3 E $ \ / \ ƒ 2 < 'e 0 y $ 7 = � t e = $ 2 £ \ m ° ƒ § § G � e $ $ § \ / Q = \ § j \ R : u § / / \ / 0 \ / \ e G u x E £ e # e o CL ( ( \ \ / 41 0 u / \ ) •7 / t Ln g 2 \ \ E E m / §CCL } 2 / ƒ u U U LU e = _ _ > y L O/ } E � a d (6 a 6 a (6 a (6 a (6 a (6 a . � \ / � % 0 LL O E ui •( B M u < ui e ui e > ui / / ui \ a. / e « z ( I LLI> k S k 2 \ 0 R L 2 LLI LLI 0 a / c \ = u 7 > w cf; Lr; t6 w O II W z W > W N N O ca O N H z II O O a 0 O J W rl a Q z a) H OC q0 f6 W O S N U a- V O (1) N 4- f6 L bio L {n 4- U C C (1) O U N C o 0 O IZ (6 E a) a) z E u O Ln .N LU ELn a W O V��Y f6 I.0 z IY Y N OC � Q O a a U- O 0 0 � z0 a ~ z a N W > W W V W z J U W W LL > Q d W 6L N W J O z a Q Q W Q V1 y,l a 0 W of z > Z = o Q o O ao of rl a NON-COLLUSION AFFIDAVIT I, Bob Reiser of the city of Cleveland, Ohio_ according to law on my oath,and under penalty of perjury,depose and say that: I, I am President- East Airports of the firm of SP Plus Corporation the bidder making the Proposal for the project described in the Notice for Calling for bids for: Parking Lot Mana ement Services at Key West International Airport and that I executed the said proposal with full authority to do so: 2. the prices in this bid have been arrived at independently without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other bidder or with any competitor; 3, unless otherwise required by law, the prices which have been quoted in this bid have not been knowingly disclosed by the bidder and will not knowingly be disclosed by the bidder prior to bid opening, directly or indirectly,to any other bidder or to any competitor;and 4. no attempt has been made or will be made by the bidder to induce any other person,partnership or corporation to submit,or not to submit,a bid for the purpose of restricting competition; 5. the statements contained in this affidavit are true and correct, and made with full knowledge that Monroe County relies upon the truth of the statements contained in this affidavit in awarding contracts for said project. p .August 2, 2024 .. (Signature of Bidder) . (Date) Bob Reiser,President-East Airports STATE OF: Ohio _ COUNTY OF: Cuyaho a__� Subscribed and sworn to (or affirmed) before me, by means of Physical presence or ❑ online notarization, on Au ust 2, 2024 (date) by Bob Reiser (name of affiant). He/She is personally known to me or has produced Ohio Driver's License (type of identification) as identification. e. __. . "1"ARY PUBLIC—�w.,,, ,ywww�avrrr�u� Kelly Redfern ' � 8 '"� My Commission Expires: January 7 2029 f n: a SWORN STATEMENT UNDER ORDINANCE NO. 10-1990 MONROE COUNTY, FLORIDA ETHICS CLAUSE Bob Reiser warrants that he/it has not employed, retained or otherwise had act on his/its behalf any former County officer or employee in violation of Section 2 of Ordinance No. 10-1990 or any County officer or employee in violation of Section 3 of Ordinance No. 10-1990. For breach or violation of this provision the County may, in its discretion, terminate this contract without liability and may also, in its discretion, deduct from the contract or purchase price, or otherwise recover, the full amount of any fee, commission, percentage, gift, or consideration paid to the former County officer or employee. e (signature) Bob Reiser, President-East Airports Date: August 2, 2024 STATE OF Ohio COUNTY OF Cuyahoga Subscribed and sworn to (or affirmed) before me, by means of ephysical presence or ❑ online notarization, on Au ust 2, 2024 (date) by Bob Reiser (name of affiant). He/She is personally known to me or has produced Ohio Driver's License (type of identification) as identification. � NL":) ",ARY PUBLIC ��� Kelly Redfern FtN, NO ���0� My commission expires: January 7, 2020 �� � OMB - MCP FORM#4 0 DRUG-FREE WORKPLACE FORM The undersigned vendor in accordance with Florida Statute 287.087 hereby certifies that: SP Plus Corporation (Name of Business) 1. Publish a statement notifying employees that the unlawful manufacture, distribution, dispensing, possession,or use of a controlled substance is prohibited in the workplace and specifying the actions that will be taken against employees for violations of such prohibition. 2. Inform employees about the dangers of drug abuse in the workplace,the business's policy of maintaining a drug-free workplace, any available drug counseling, rehabilitation, and employee assistance programs, and the penalties that may be imposed upon employees for drug abuse violations. 3. Give each employee engaged in providing the commodities or contractual services that are under bid a copy of the statement specified in subsection(1). 4. In the statement specified in subsection (1), notify the employees that, as a condition of working on the commodities or contractual services that are under bid, the employee will abide by the terms of the statement and will notify the employer of any conviction of, or plea of guilty or nolo contendere to, any violation of Chapter 893 (Florida Statutes) or of any controlled substance law of the United States or any state, for a violation occurring in the workplace no later than five(5)days after such conviction. 5. Impose a sanction on, or require the satisfactory participation in a drug abuse assistance or rehabilitation program if such is available in the employee's community,or any employee who is so convicted. 6. Make a good faith effort to continue to maintain a drug-free workplace through implementation of this section. As the person authorized to sign the statement, I certify that this firm complies fully with the above requirements. STATE OF Ohio (Signature of .esl:)o lent) Bob Reiser, President- East Airports COUNTY OF Cuyahoga August 2, 2024 Date Subscribed and sworn to (or affirmed)before me, by means orlopphysical presence or ❑ online notarization, on August 2, 2024 _ (date) by Bob Reiser (name of affiant). He/She is personally known to me or has produced Ohio Driver's License (type of identification) as identification. O������� GTARY PUBLIC My commission expires: January 7, 2020 Kelly Redfern w 47 �., r , PUBLIC ENTITY CRIME STATEMENT "A person or affiliate who has been placed on the convicted vendor list following a conviction for public entity crime may not submit a bid on a contract to provide any goods or services to a public entity, may not submit a bid on a contract with a public entity for the construction or repair of a public building or public work, may not submit bids on leases of real property to public entity, may not be awarded or perform work as a contractor, supplier, subcontractor, or consultant under a contract with any public entity, and may not transact business with any public entity in excess of the threshold amount provided in Section 287.017, for CATEGORY TWO for a period of 36 months from the date of being placed on the convicted vendor list." By executing below,proposer states that he/she/it is in compliance. STATE OF Ohio aT4�11 (Signature of Respondent) COUNTY OF Cuyahoga August 2, 2024 DATE Subscribed and sworn to (or affirmed)before me, by means of ephysical presence or ❑ online notarization, on August 2, 2024 (date) by Bob Reiser (name of affiant). He/She is personally known to me or has produced Ohio Driver's License (type of identification) as identification. " My commission expires: January 7, 2029 NARY PUBLIC Kelly Redfern p YY�,/ N, IAA f` t vv rr /�1�, r� ire C-) Ot A 48 VENDOR CERTIFICATION REGARDING SCRUTINIZED COMPANIES LISTS Project Description(s): Parkin Lot Tana ernent Services at Ke West International Airport Respondent Vendor Name: SP Plus Corporation Vendor FEIN: 16-1171179 Vendor's Authorized Representative Name and Title: Bob Reiser, President-East Air orts Address: 16200 Brook ark Road, bid Floor City: Cleveland State: Ohio Zip; 44315 Phone Number: (216)410-3769 Email Address: (216)523-8080 Section 287.135, Florida Statutes prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of any amount if, at the time of contracting or renewal, the company is on the Scrutinized Companies that Boycott Israel List, created pursuant to Section 215.4725, Florida Statutes, or is engaged in a Boycott of Israel. Section 287.135, Florida Statutes, also prohibits a company from bidding on, submitting a proposal for, or entering into or renewing a contract for goods or services of$1,000,000 or more, that are on either the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector Lists which were created pursuant to s. 215.473, Florida Statutes, or is engaged in business operations in Cuba or Syria. As the person authorized to sign on behalf of Respondent, I hereby certify that the company identified above in the Section entitled "Respondent Vendor Name" is not listed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel and for Projects of$1,000,000 or more is not listed on either the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List, or engaged in business operations in Cuba or Syria. I understand that pursuant to Section 287.135, Florida Statutes, the submission of a false certification may subject company to civil penalties, attorney's fees, and/or costs. I further understand that any contract with the County may be terminated, at the option of the County, if the company is found to have submitted a false certification or has been placed on the Scrutinized Companies that Boycott Israel List or engaged in a boycott of Israel or placed on the Scrutinized Companies with Activities in Sudan List or the Scrutinized Companies with Activities in the Iran Petroleum Energy Sector List or been engaged in business operations in Cuba or Syria. Certified By: Bob Reiser , who is authorized to sign on bel above referenced company. Authorized Signature: Print Name: Bob Reiser Title: President-East Airports Note: The List are available at the following Department of Management Services Site: htt :✓/www.dms.ryi t1orida.coiii/b,usiriess ol� r a;ionsl arate l �:tt�cl���si������� �90� �zforn�ati����/� nvict d sits vended discriir-tinatot cote l,aints vendor.lists 49 AFFIDAVIT ATTESTING TO NONCOERCIVE CONDUCT FOR LABOR OR SERVICES Entity/Vendor Name: SP Plus Corporation Vendor FEIN: 16-1171179 Vendor's Authorized Representative: Robert Reiser, President ® East Airports (Name and Title) Address: 16200 Brookpark Road, 2nd Floor City: Cleveland — State: OH Zip: 44135 Phone Number: (216) 410-3769 Email Address: rreiser@spplus.com As a nongovernmental entity executing, renewing, or extending a contract with a government entity, Vendor is required to provide an affidavit under penalty of perjury attesting that Vendor does not use coercion for labor or services in accordance with Section 787.06, Florida Statutes. As defined in Section 787.06(2)(a), coercion means: 1. Using or threating to use physical force against any person; 2. Restraining, isolating, or confining or threating to restrain, isolate, or confine any person without lawful authority and against her or his will; 3. Using lending or other credit methods to establish a debt by any person when labor or services are pledged as a security for the debt, if the value of the labor or services as reasonably assessed is not applied toward the liquidation of the debt, the length and nature of the labor or service are not respectively limited and defined; 4. Destroying, concealing, removing, confiscating, withholding, or possessing any actual or purported passport, visa, or other immigration document, or any other actual or purported government identification document, of any person; 5. Causing or threating to cause financial harm to any person; 6. Enticing or luring any person by fraud or deceit; or 7. Providing a controlled substance as outlined in Schedule I or Schedule II of Section 893.03 to any person for the purpose of exploitation of that person. As a person authorized to sign on behalf of Vendor, I certify under penalties of perjury that Vendor does not use coercion for labor or services in accordance with Section 787.06. Additionally, Vendor has reviewed Section 787.06, Florida Statutes, and agrees to abide by same. Certified By: Robert Reiser who is authorized to sign on behalf of the ab-ove referenced company. Authorized Signature: vm Ky No Print Name: Robert Reiser Title: President - East Airports EXPI N�r, - Jessica vw!� .� DATE(MM/DD/YYYY) CERTIFICATE OF LIABILITY INSURANCE 10/01/2024 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 ,_' � p y, 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 'a NAME: Aon Risk services central, Inc. PHONE O FAX W Chicago IL Office (A/C.No.Ext): (866) 283-7122 (A/C.No.): 800-363-0105 'a 200 East Randolph E-MAIL 2 Chicago IL 60601 USA ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURERA: Greenwich Insurance company 22322 SP Plus corporation INSURER B: XL Insurance America Inc 24554 standard Parking corporation IL 200 E Randolph street, Suite 7700 INSURERC: AIG Specialty Insurance company 26883 Chicago IL 60601 USA INSURERD: Navigators Specialty Insurance company 36056 INSURER E: Allied World Assurance company (Us) Inc 19489 INSURER F: Endurance American Insurance company 10641 COVERAGES CERTIFICATE NUMBER: 570108696757 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 MAYBE ISSUED OR MAY PERTAIN,THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, Limits shown are as re uested INSR ADDL SUBR POLICY EFF POLICY EXP LTR TYPE OF INSURANCE INSD WVD POLICY NUMBER (POLICY (MM/DD/YYYY) LIMITS A X COMMERCIAL GENERAL LIABILITY RGE300120907 01 01 2024 01 01 2025 EACHOCCURRENCE $9,000,000 CLAIMS-MADE OCCUR SIR applies per policy terns & condi ions UAMAULSIO (Ea occurrence) $2,000,000 X Contractual Liability Included MED EXP(Any one person) $10,000 APPROVED BY RISK MANAGEMENT PERSONAL&ADV INJURY $9,000,000 P'LAGGREGATE LIMITAPPLIES PER: BY /"�"" ` GENERAL AGGREGATE $15,OOO,OOO POLco ICY []PRO �LOC DATE lO/Z�ZV2 PRODUCTS-COMP/OPAGG $9,000,000 ro 0 OTHER: WAIVERN/A_YES_ SIR/Deductible $1,000,000 0 r A AUTOMOBILE LIABILITY RAD943782007 01/01/2024 01/01/2025 COMBINED SINGLE LIMIT $10'000,000 `O AOS (Ea accident) X ANYAUTO BODILY INJURY(Per person) 0 O OWNED SCHEDULED BODILY INJURY(Per accident) z AUTOS ONLY AUTOS HI RED AUTOS NON-OWNED PROPERTY DAMAGE RW ONLY AUTOS ONLY (Per acciden t) U X GKLL$500,000SIR Garagekeepers Lint $2,500,000 W C X UMBRELLA LIAB OCCUR 38178893 01/01/2024 01/01/2025 EACH OCCURRENCE $10,000,000 U X EXCESS LIAB CLAIMS-MADE AGGREGATE $10,000,000 DED RETENTION B WORKERS COMPENSATION AND RWD300121007 01/01/2024 01/01/2025 X I PER STATUTE ORTH- EMPLOYERS'LIABILITY ANY PROPRIETOR/PARTNER/ Y/N AOS E.L.EACH ACCIDENT $1,000,000 B EXECUTIVEOFFICER/MEMBER N N/A RWR300121107 01/01/2024 01/01/2025 (Mandatory in NH) RETRO E.L.DISEASE-EA EMPLOYEE $1,000,000 UID SCes, u describe nder $1,000,000 RIPTION OPERATIONS below E.L.DISEASE-POLICY LIMIT DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) C Monroe county BOCC is included as Additional Insured on the above referenced policies except Workers compensation. Insurance charges will include all applicable premiums and costs, as well as retained exposure charges established by the Named Insured. 1/1/2024 - 1/1/2025 crime & Excess crime Pol #'s SAA50414480800 & Xsc50414490800; $5,000,000 OCCURRENCE. crime coverage =- provides first party coverage against business related crime such as robbery & burglary, employee dishonesty, forgery or alteration, computer fraud, guest property, money orders, and counterfeit currency. Na =16_ CERTIFICATE HOLDER CANCELLATION :. SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION ay DATE THEREOF,NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. '-�- 1y y= Monroe county AUTHORIZED REPRESENTATIVE 'y 1100 Simonton street Key West FL 33040 USA e c `s i� 111' nJfi�cj p��JJJ �/(� I Ion ©1988-2015 ACORD CORPORATION.All rights reserved ACORD 25(2016/03) The ACORD name and logo are registered marks ofACORD AGENCY CUSTOMER ID: 570000025472 LOC#: A ADDITIONAL REMARKS SCHEDULE Page _ of _ AGENCY NAMED INSURED Aon Risk services Central , Inc. SP Plus corporation POLICY NUMBER See Certificate Number: 570108696757 CARRIER I NAIC CODE See Certificate Number: 570108696757 EFFECTIVE DATE: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: ACORD 25 FORM TITLE: Certificate of Liability Insurance INSURER(S)AFFORDING COVERAGE NAIC# ENSURER G : Illinois Union Insurance company 27960 ENSURER H : Everest Indemnity Insurance company 10851 ENSURER I : Great American Spirit Ins Co 33723 ENSURER J American Guarantee & Liability Ins Co 26247 ADDITIONAL POLICIES If a policy below does not include limit information,refer to the corresponding policy on the ACORD certificate form for policy limits. POLICY POLICY FXSR ADDL SUBR POLICYSUNIBER LLIIITS TYPE OF LVSURANTCE EFFECTIVE EXPIRATION DATE LTR IYSD R'VD DATE (MM/DD/YYYY) EXCESS LIABILITY D CH24RXSZ03X3YIC 01/01/2024 01/01/2025 Aggregate $10,000,000 $10M xs $10M E 03126674 01/01/2024 01/01/2025 Aggregate $15,000,000 $15m xs $20m F xsc30000541306 01/01/2024 01/01/2025 Aggregate $15,000,000 $15m x $35m G XANG27921103009 01/01/2024 01/01/2025 Aggregate $10,000,000 $10m x $50m H Xc8EX00125241 01/01/2024 01/01/2025 Aggregate $15,000,000 $15m xs $60m j AXF565834104 01/01/2024 01/01/2025 Aggregate $12,500,000 $12.5m po $25M xs $75M I EXc5202372 01/01/2024 01/01/2025 Aggregate $12,500,000 $12.5m po $25M xs $75M Each $12,500,000 Occurrence -41 ACORD 101(2008/01) ©2008 ACORD CORPORATION.All rights reserved. The ACORD name and logo are registered marks of ACORD