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HomeMy WebLinkAboutbocc.con.126.24AN EMERGENCY ORDINANCE OF THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY, COLORADO, APPROVING A PARKING SERVICES AND LICENSE AGREEMENT WITH SP PLUS, LLC ORDINANCE NO. 015-2025 WHEREAS, Pursuant to 30-35-301 C.R.S., the Board of County Commissioners (“BOCC”) of Home Rule Counties is authorized to make and publish ordinances for carrying into effect or discharging the powers and duties conferred upon such counties by law and as seems necessary. WHEREAS, Pursuant to Section 2.8.2 of the Home Rule Charter (“HRC”), the Board of County Commissioners is authorized to take official action by Emergency Ordinance for certain matters where action is prescribed pursuant to the Colorado Revised Statutes as amended. WHEREAS, Pitkin County Airport issued a Request for Proposal (“RFP”) on July 29, 2024 to provide operational management of the Aspen/Pitkin County Airport, Buttermilk and Health Human Services parking facilities services and related services in accord with Title 2, Pitkin County Code. WHEREAS, the BOCC is the owner and operator of the Pitkin County Airport, the Buttermilk parking lot, and the Schultz Health and Human Services Building and related parking facilities and, as the owner of those properties, has the authority to manage and contract for services related to the same. WHEREAS, the RFP solicited six responses and the top three firms were selected for interview with the selection committee. WHEREAS, the selection committee chose SP Plus, LLC, a Delaware limited liability company (“SP Plus”), to provide parking management services at the Airport, Buttermilk, and Health and Human Services parking facilities. WHEREAS, the BOCC and SP Plus have agreed upon the terms, provisions, and corresponding obligations of the Parking Services and License Agreement (the “Agreement”), which Agreement is attached to an incorporated as part of this Ordinance as Exhibit 1. WHEREAS, a component of the Agreement is the grant of a license to use the approximately 144 square foot building located in the right-of-way for East Airport Road for Office Space as depicted on and in the Agreement at Exhibit A. WHEREAS, the initial term of the Agreement is five (5) years and provides the BOCC the opportunity to extend the lease for two (2) consecutive one (1) year terms. WHEREAS, as specifically described in the Agreement, SP Plus shall be responsible for collecting parking fees from customers of the Airport Parking Facilities and the Buttermilk Lot; however Manager shall have no obligation or authority to collect any parking fees from customer at the Health and Human Services lot unless otherwise agreed to in writing by the Parties. ORDINANCE NO. 015-2025 2 WHEREAS, SP Plus shall also be responsible for enforcement of parking rules and regulations at the Airport, the Buttermilk lot, and the Health and Human Services lot. WHEREAS, the BOCC shall be and continue to have the sole authority and ability to set fees, rates, charges, and amounts of enforcement fees and violations for the parking facilities at the Airport, the Buttermilk lot, and Health and Human Services lot. WHEREAS, the BOCC finds that adoption of this ordinance is necessary for the immediate preservation of the public health, safety and welfare of the citizens of Pitkin County and therefore declares this ordinance and legislation to be effective immediately pursuant to HRC Section 2.8.2. WHEREAS, the terms of the Agreement are set forth, and the Chair (or Chair’s designee) shall be authorized to sign the Lease in substantially the form attached hereto Exhibit 1 and approved by the County Attorney. NOW, THEREFORE, BE IT ORDAINED by the Board of County Commissioners of Pitkin County, Colorado that it hereby adopts an Emergency Ordinance approving a Parking Services and License Agreement and authorizes the Chair or the Chair’s designee to sign the Ordinance and upon the satisfaction of the County Attorney as to form, execute any other associated documents necessary to complete this matter. ORDINANCE NO. 015-2025 3 INTRODUCED, READ AND ADOPTED AS AN EMERGENCY ORDINANCE ON THE 26TH DAY OF FEBRUARY 2025 AND SET FOR CONFIRMATORY PUBLIC HEARING ON THE 12TH DAY OF MARCH, 2025. NOTICE OF CONFIRMATORY PUBLIC HEARING AND TITLE AND SHORT SUMMARY OF THE EMERGENCY ORDINANCE PUBLISHED IN THE ASPEN DAILY NEWS ON THE 27TH DAY OF FEBRUARY 2025. NOTICE OF CONFIRMATORY PUBLIC HEARING AND THE FULL TEXT OF THE EMERGENCY ORDINANCE POSTED ON THE OFFICIAL PITKIN COUNTY WEBSITE www.pitkincounty.com ON THE 27TH DAY OF FEBRUARY 2025. CONFIRMED AT A PUBLIC HEARING ON THE 12TH DAY OF MARCH 2025. POSTED BY TITLE AND SHORT SUMMARY ON THE OFFICIAL PITKIN COUNTY WEBSITE www.pitkincounty.com ON THE 20TH DAY OF MARCH 2025. PUBLISHED BY TITLE AND SHORT SUMMARY, AFTER CONFIRMATORY PUBLIC HEARING, IN THE ASPEN DAILY NEWS ON THE 20TH DAY OF MARCH, 2025. ATTEST: BOARD OF COUNTY COMMISSIONERS By _________________________ By: _____________________________ Sam Engen Kelly McNicholas Kury, Chair Clerk to the Board Date: ______________ APPROVED AS TO FORM: MANAGER APPROVAL ___________________________ _________________________________ Richard Y. Neiley III County Attorney Jon Peacock, County Manager Form Revised 01/01/2025  Metropolis.io – Parking Services Agreement Confidential and Proprietary 1 42535BBC#4 PARKING SERVICES AND LICENSE AGREEMENT THIS PARKING SERVICES AND LICENSE AGREEMENT (“Agreement”), is entered into and effective as of March 1, 2025 (the “Effective Date”), between the BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY (the “BOCC” or “County”), and SP PLUS LLC, a Delaware limited liability company (“Manager” or “SP Plus”) (sometimes individually referred to as a “Party,” or collectively referred to herein as the “Parties”). RECITAL: THAT, WHEREAS, County owns or controls the Aspen/Pitkin County Airport (the “Airport”) located at 233 East Airport Road in Aspen, Colorado 81611 including the parking facilities located at the Airport (collectively, the “Airport Parking Facilities”) and has the authority to contract for the management of such Parking Facilities. WHEREAS, County owns or controls the following off-Airport parking lots located: (i) The Buttermilk Lot (“Buttermilk Lot”) located at 38700 State Highway 82 in Aspen, Colorado 81611; and (ii) the Health and Human Services Lot (“HHS Lot”) located at 405 Castle Creek Road in Aspen, Colorado 81611 (collectively, the “Off-Site Parking Lots”), and has the authority to contract for the management of such parking facilities. The Airport Parking Facilities and the Off-Site Parking Lots shall be collectively referred to as the “Managed Parking Facilities”; WHEREAS, the County has the authority to operate and manage the Airport, to regulate commercial activities at the Airport and to lease and license space thereon, pursuant to, inter alia, C.R.S. 30-11-107, 30-35- 201/202, 41-4-101 et seq., as amended, Title 10 of the Pitkin County Code, as amended, and Section 8.7.2 of the Pitkin County Home Rule Charter; WHEREAS, County hereby contracts with Manager under the terms, conditions, and provisions hereinafter for Manager to be the exclusive Manager of all of the parking stalls within the Airport Parking Facilities and Off-Site Parking Lots (approximately 885 stalls); and NOW THEREFORE, in consideration of the mutual promises contained herein and other good and sufficient consideration, the receipt and adequacy of which is hereby acknowledged, the parties hereto agree as follows: 1. RECITALS. The recitals above are incorporated within this Agreement. 2. TERM. The “Initial Term” of this Agreement shall commence on March 1, 2025 (“Commencement Date”) and shall continue through February 28, 2030 unless terminated early per the express terms of this Agreement. After the Initial Term, this Agreement may be extended by the County for up to two (2) additional 1-year terms by providing Manager with notice at least sixty (60) days prior to the expiration of the Initial Term or any extension thereof. The Initial Term and all subsequent renewals are collectively referred to as the “Term”. 3. GRANT OF LICENSE. a. The BOCC grants to SP Plus, during the term of this Agreement, the exclusive right to occupy the approximate 144 square foot building plus the outside deck located in the right-of-way for East Airport Road, as further depicted on Exhibit A hereto (the "Office Space"). The Office Space may be used by Manager for office space to use at the Airport at the cost described below. Manager shall be responsible for keeping the Office Space in a neat and clean condition while County shall be responsible for the repair and maintenance of the Office Space and for all utilities and any property taxes associated with the Office Space without reimbursement from Manager. Manager may not park a vehicle in the vicinity of the Office Space, but, instead, may park vehicles in the employee parking area in accord with Airport Rules and Regulations. Manager’s right to use the Office Space as well as all Metropolis.io – Parking Services Agreement Confidential and Proprietary 2 42535BBC#4 other access rights to the Airport shall automatically end upon expiration or earlier termination of this Agreement. b. In furtherance of this Agreement, the County also grants the non-exclusive right of access as well as ingress and egress to the Office Space and the right to access the public parking lots (Bear and Elk) and Commercial Loop at the Airport. Manager’s right of access may not unreasonably interfere with the rights of other lessees, licensees or permittees of the terminal, the traveling public or the safe and efficient operation of the terminal. c. As consideration for the grant of Office Space, Manager shall pay to County the sum of FOUR THOUSAND SEVEN HUNDRED TEN and 24/100 ($4,710.24) for the first year covered by this Agreement in twelve equal installments which are paid in advance of Three Hundred Ninety Two Dollars and 52/100 ($392.52.) per month due by the 25th day of the billing month, and will be considered late if payment is received after the 30th day of the billing month (the “Office Space Fee”). The Office Space Fee shall be considered an Operating Expense and reimbursed by the County to Manager. 4. PARKING FACILITY OPERATIONS; RESPONSIBILITIES. a. The Managed Parking Facilities are to be operated by Manager as a commercial, public parking facility as more fully described in this Agreement. Manager shall be responsible for collecting parking fees from customers of the Airport Parking Facilities and the Buttermilk Lot; however Manager shall have no obligation or authority to collect any parking fees from customer at the HHS Lot unless otherwise agreed to in writing by the Parties. b. Manager shall comply with all governmental laws, ordinances, rules and regulations pertaining to the conduct of Manager’s business thereon, including but not limited to those laws, ordinances rules and/or regulations being and including the Pitkin County Airport Rules and Regulations and Pitkin County Code Title 10, as each may be amended from time to time, and incorporated herein by reference. c. Manager agrees to operate the Managed Parking Facilities in an efficient manner and on days and hours set by the County, provided however if the Airport Parking Facilities are closed for a period of (60) consecutive days or more then the parties agree to negotiate an extension to the Initial Term equal to the length of time the Airport Parking Facilities were closed. Such operation shall be continuous unless County shall otherwise agree in writing. d. County shall have the right to fix such hourly, daily, weekly, monthly or other parking rates as it shall determine, and Manager may not charge any additional fees or charges above and beyond the parking rates set by the County, except as specifically set forth herein. e. Manager may implement various processes in an effort to do the following: (i) ensure that users of the Parking Facilities adhere to rules regulations, as determined by the County; and (ii) maximize revenue collection in accord with the rates set by the County and parking rules and regulations approved by the County. Manager shall implement enforcement measures for the Off-Site Lots and should users of the Off-Site Lots fail to pay or otherwise violate applicable rules, Manager may use enforcement measures reasonably agreed upon by the Parties including charging such scofflaw users an additional penalty fee in addition to the parking fare the parker should have paid for use of the Off-Site Lots. The parking fare portion collected as part of Manager’s enforcement process shall be included in Gross Revenues. f. Manager shall provide equipment and services related thereto for operation at the Managed Parking Facilities under the terms and conditions of Exhibit B. Metropolis.io – Parking Services Agreement Confidential and Proprietary 3 42535BBC#4 g. Manager shall provide janitorial services in order to keep the Managed Parking Facilities in a clean condition. Manager shall also be responsible for providing snow removal services at the Buttermilk Lot only. If requested by the County, Manager shall also provide lot sweeping services at any or all of the Managed Parking Facilities. h. Manager shall have the right to convert the Flash Parking equipment at the Airport Parking Facilities to Metropolis Vision technology within six (6) months from the Commencement Date. Manager shall also install signs for its Scan-to-Pay technology at the Buttermilk Lot on a timeline mutually agreed upon by the Parties. If approved in writing by the County, Manager may also install signs for its Scan-to-Pay technology at the HHS Lot. Manager, at its sole expense and without reimbursement from the County, shall be responsible for the repair and maintenance of the Metropolis Vision equipment and related signage it installs at the Managed Parking Facilities. i. Except for the custodial duties expressly delegated to Manager in this Agreement and for the installation and maintenance of the parking access and revenue control equipment in the above-referenced article 3(h), all repair and maintenance of the Managed Parking Facilities, systems and improvements shall be maintained by County in good condition and repair including (as applicable) the sidewalks and curb cuts adjacent to the Managed Parking Facilities in accordance with applicable municipal statutes; heating, air conditioning, ventilating, exhaust, fire protection, alarm, utility, plumbing (including lavatory facilities), sewage, drainage, sinkholes, security and lighting systems; paving; painting; striping; directional signs, fencing; parking booths; landscaping; windows and doors; plate glass; stairwells; driveways; elevators, manlifts and escalators; sealing and waterproofing; electrical or mechanical systems or equipment including traffic control devices used at or in the Managed Parking Facilities; and all Managed Parking Facilities repairs of a structural or capital nature. Any structural, mechanical, electrical or other installations or any alterations required by statutes or regulations pertaining to air quality, environmental protection, provisions for persons with disabilities or other similar governmental requirements shall be the sole responsibility of County. It is agreed that any actions, costs, claims, losses, expenses, and/or damages resulting from alleged design or structural faults or defects of the Managed Parking Facilities are the responsibility of County. j. County expressly acknowledges that Manager does not have knowledge or expertise as a guard or security service, and does not employ personnel for that purpose, nor do Manager’s employees undertake the obligation to guard or protect customers against the intentional acts of third parties. County shall determine, at County’s discretion, whether and to what extent any precautionary warnings, security devices, or security services may be required to protect patrons in and about the Managed Parking Facilities. k. Manager shall remit payment for any applicable sales, parking, use, excise, gross receipts, gross revenues, or other tax or charge due the taxing authorities (collectively, “Sales Tax”) based on Gross Revenues (defined below) collected by Manager. County shall remit payment for any applicable Sales Tax based on any receipts collected by County or its agents. l. The parties agree that the Manager shall begin providing its services at the Airport Parking Facilities on March 1, 2025; however, the commencement of Manager’s services at the Buttermilk Lot and/or HHS Lot shall not begin until April 7, 2025 unless otherwise mutually agreed upon by the parties. In the event the commencement date of the Buttermilk Lot and/or HHS Lot is delayed past April 7, 2025, County shall notify Manager, in writing, of the later date it intends to require services at the Buttermilk Lot and/or HHS Lot, subject to Manager’s reasonable approval. Notwithstanding anything in this Agreement to the contrary, Manager shall not be responsible for any parking operations including, without limitation, cleaning, repairs, maintenance, equipment, and insurance for the Buttermilk Lot and/or HHS Lot prior to the actual commencement date of Manager’s services at those lots. As such, Manager shall not be liable for any costs, claims, causes of action, damages or any other liability whatsoever that occurs at the Buttermilk Lot or HHS Lot prior to the actual commencement date of Manager’s Metropolis.io – Parking Services Agreement Confidential and Proprietary 4 42535BBC#4 services at those lots. County shall not pay or incur the cost of any management fees or incur any other costs or expenses associated with management of the Buttermilk and/or HHS Lot unless and until Manager begins providing services at those locations pursuant to the terms of this Agreement. 5. REVENUE & EXPENSES. a. “Gross Revenues” shall include all revenues received by Manager or County or County’s agents and related to the Managed Parking Facilities, and the value based on established rates of any and all free, discounted and validated parking granted by County or Manager except as backed out below, as well as income ancillary and customary to the parking industry and other income or operations producing income as approved by County, but less (i) any Sales Tax or other tax or charge collected by Manager on behalf of and payable to the tax authority; (ii) Service Fees (as defined in Exhibit B) or other fees for use of customer-facing technology solutions; and (iii) customer discounts approved by the County or refunds. Specifically excluded from Gross Revenues are monies received by and expenses reasonably incurred in connection with scofflaw enforcement processes such as ticketing, towing and booting charges, as applicable, associated with the Managed Parking Facilities. Enforcement revenue shall be the sole property of Manager. County shall accurately and report to Manager by the 5th day of each month any revenues related to the Managed Parking Facilities that are collected directly by County or its agents in the immediately preceding month. b. County shall pay Manager for all expenses, charges and administrative costs incurred by Manager in the performance of its duties, obligations and services pursuant to this Agreement (collectively, “Operating Expenses”), which Operating Expenses are more fully described = in Exhibit C. Manager shall not exceed the then- current total budgeted amount by more than fifteen percent (15%) unless approved by the County (the “Budget Cap”). Notwithstanding the foregoing to the contrary, the parties agree that Manager shall not be obligated to incur any Operating Expenses that will not be reimbursed by the County. As such, in the event the County fails to approve any proposed costs or expenses in excess of the Budget Cap then Manager shall not be obligated to incur those costs. In addition, Manager may reduce or otherwise modify its services accordingly in order to remain under the Budget Cap and such reduction or modification to the services by Manager shall not be considered a breach or default under this Agreement. c. County shall pay Manager an Airport Parking Facilities Management Fee, a Buttermilk Lot Management Fee and an HHS Lot Management Fee (collectively, the “Management Fees”) in the amounts set forth below. On each anniversary of the Commencement Date, the Management Fees shall automatically increase by three percent (3%). The term “Year” shall mean the twelve (12) consecutive months beginning with the Commencement Date and each twelve-month period thereafter. i. County shall pay Manager an Airport Parking Facilities Management Fee equal to Twenty-Five Thousand Dollars ($25,000.00) per Year, payable in equal monthly installments and prorated for any partial months; ii. County shall pay Manager a Buttermilk Lot Management Fee equal to Fifteen-Thousand Dollars ($15,000.00) per Year, payable in equal monthly installments and prorated for any partial months and; iii. County shall pay Manager an HHS Lot Management Fee equal to Ten-Thousand Dollars ($10,000.00) per Year, payable in equal monthly installments and prorated for any partial months. d. “Net Operating Income” or “NOI” shall be defined as Gross Revenues less Operating Expenses and the Management Fees. e. Manager covenants that it will use methods accepted in the parking industry to collect or cause to Metropolis.io – Parking Services Agreement Confidential and Proprietary 5 42535BBC#4 be collected all of the Gross Revenues from the operation and use of the Airport Parking Facilities and Buttermilk Lot, but Manager is not a guarantor of revenues. County shall pay Manager for all Operating Expenses and Management Fees as set forth in this Agreement. Manager may deduct out of Gross Revenues for each month’s operation, as applicable, on or before the 10th day of the succeeding month, as follows: 1) All Operating Expenses and Management Fees; 2) After payment of the amounts as directed in this section, the balance of the NOI shall be paid to County monthly in conjunction with Manager’s monthly report to County listing Gross Revenues and Operating Expenses generated in the preceding calendar month (said report, the “Monthly Report”). The Monthly Report is expected to be submitted by Manager by the fifteenth (15th) day of the next succeeding calendar month. If County has not objected to the calculations contained in the Monthly Report within thirty (30) calendar days from the date of receipt thereof, the Monthly Report calculation shall be binding and conclusive on the parties. 3) If Gross Revenues for any month are insufficient to make the payments required above, County agrees to remit to Manager the amount of such deficit within fifteen (15) days after receipt of the Monthly Report. For the sake of clarity, in no event shall Manager be obligated to fund Operating Expenses in those calendar months in which Gross Revenues from operations of the Managed Parking Facilities are insufficient to fund Operating Expenses for such calendar month. 6. BUDGET. Manager shall annually prepare and deliver to County a proposed budget, for County’s reasonable approval, reflecting Gross Revenues and Operating Expenses that Manager anticipates during either the forthcoming calendar year or County’s fiscal year, as County shall direct (the “Budget”). If at any time during the period covered by an approved Budget it appears to Manager that the actual total of all Operating Expenses likely to be incurred will exceed the Budget’s projected total by more than fifteen percent (15%), Manager shall advise County and the parties shall discuss what actions, if any, may be implemented to minimize Operating Expenses without substantially impairing the operation of the Managed Parking Facilities. A draft of the Budget for the first Year is attached hereto as Exhibit D. 7. RECORDS; CONFIDENTIALITY. Manager agrees that it will keep records of Gross Revenue and Operating Expenses pertaining to the operation of the Managed Parking Facilities for 3-years (the “Record Retention Period”) on a rolling basis. County shall be allowed to retain reports delivered to County supplied, but nothing contained herein shall give County the right to any of Manager's confidential or proprietary information (“Confidential Information”), which includes Manager’s pricing structure and related information. County agrees (i) to hold Confidential Information in strict confidence and not make use thereof other than for performance under or enforcement of this Agreement; (ii) to reveal Confidential Information only to its employees requiring such information in connection with the performance of this Agreement, and (iii) not to reveal Confidential Information to any third person except as necessary in connection with the performance of duties under this Agreement, and then only to the extent that such persons agree to be bound by the confidentiality obligations set forth herein, except that Manager agrees and acknowledges that the County is bound by the various provisions of the Colorado Open Records Act and will provide documents and information in possession of the County to third-parties as required by the law notwithstanding the foregoing provisions regarding Confidential Information. Data that is derived from the Equipment or processed through Manager’s technology solution is at all times deemed Confidential Information and is the property of Manager. 8. INSURANCE. Each Party shall comply with the insurance requirements as described and set forth in Exhibit E attached hereto. 9. INDEMNIFICATION; LIMITATION OF LIABILITY. Metropolis.io – Parking Services Agreement Confidential and Proprietary 6 42535BBC#4 a. Manager shall defend, indemnify and hold harmless County, its subsidiary, parent, associated and/or affiliated entities, successors, or assigns, its elected officials, trustees, employees, agents, volunteers, and any jurisdiction or agency issuing permits for any work included in the project from and against any and all costs, expenses, losses, liabilities, claims, suits, judgments and demands (collectively, “Losses”) to the extent caused by Manager’s acts, omissions, or negligence or an account of any act, claim or amount arising or recovered under workers’ compensation law or arising out of the failure of Manager to conform to any statues, ordinances, regulation, law or court decree. b. Neither party shall have any liability with respect to, and the parties hereby waive, release, and agrees not to sue the other upon, any claim for any lost profits, special, indirect, or incidental damages suffered or incurred by either party in connection with, arising out of, or in any way related to, this Agreement. Furthermore, with the exception of personal injury, death and damage to property claims only, Manager’s maximum liability to County and its employees or affiliates during the Term, whether based in contract, warranty, tort, strict liability or otherwise, arising out of, connected with or resulting from this Agreement or from the performance or breach hereof, or from any Services or any additional services covered by or furnished by Manager, shall in no event exceed the sum of all Metropolis Platform Fees and Management Fees received by Manager and the total Operating Expenses for the prior twelve (12) months. 10. DEFAULT. Except as otherwise expressly provided for herein, either party shall have the right to terminate this Agreement in the event the other party has failed to perform any of the terms and conditions specified herein, if said failure has been called to the attention of the responsible party in writing and that party has not corrected said failure within 10-days of receipt of written notice for a monetary breach or within 30-days for a non-monetary breach. 11. EMPLOYEES. County and Manager agree that, during the Term, all personnel employed by Manager to operate the Managed Parking Facilities shall be solely employed by Manager or its affiliate and shall have no contractual relationship with County. In addition, County agrees, during the Term, for 12-months after Manager’s employee departs, and for a period of 12-months after termination or expiration of this Agreement, that it will not (i) hire or (ii) attempt to hire its employees. Provided, however, the parties agree that it would be difficult to ascertain the amount of damages that would result in breach of this covenant, therefore, the parties stipulate and agree that Manager will be compensated in the amount of $5,000 per employee as liquidated damages for each employee hired by County prior to the end of said 12-month period. 12. NOTICE. Any notice required or permitted under this Agreement shall be in writing and shall be provided by electronic delivery to the e-mail addresses set forth below and by one of the following methods 1) hand-delivery or 2) registered or certified mail, postage pre-paid to the mailing addresses set forth below. Each party by notice sent under this paragraph may change the address to which future notices should be sent. Electronic delivery of notices shall be considered delivered upon receipt of confirmation of delivery on the part of the sender. Nothing contained herein shall be construed to preclude personal service of any notice in the manner prescribed for personal service of a summons or other legal process: If to County: The Board of County Commissioners of Pitkin County, Colorado With copy to: Pitkin County Attorney’s Office 530 E. Main St., Suite #301 Aspen, Colorado 81611 Email: Attorney@pitkincounty.com If to Manager: SP Plus LLC Metropolis.io – Parking Services Agreement Confidential and Proprietary 7 42535BBC#4 Attn: Jason Finch, President – West Airports 16200 Brookpark Road, 2nd Floor Cleveland, OH 44135 With copy to: SP Plus LLC Attn: Legal Department 200 East Randolph Street, Suite 7700 Chicago, IL 60601 All notices shall be deemed given upon confirmed receipt or rejection thereof. Either party may, by such notice, designate a new or other address to which notice may be delivered. 13. MISCELLANEOUS. a. The parties represent and warrant that they have full right, power and authority to execute and deliver this Agreement, and to perform each and all of its duties and obligations hereunder. Both parties represent and warrant that they are duly organized and existing in good standing and qualified to do business in the State in which the Managed Parking Facilities sit. Further, the entering into this Agreement does not conflict with or violate any provision of law, regulation, policy, contract, deed of trust or other instrument to which it is a party or by which it is bound. b. It is understood and agreed that Manager shall in no event be construed to be a partner, fiduciary or associate of County in the operation of the Managed Parking Facilities or in the conduct of County’s business thereon, nor shall Manager be liable for any debts incurred on behalf of County. c. This Agreement shall be governed by and construed according to the laws of the state in which the Managed Parking Facilities are located and shall be binding upon and shall inure to the benefit of the parties hereto and each of their respective successors and permitted assigns. Venue for any dispute shall be in the District Court, Pitkin County, Colorado. d. Manager may make public statements, including in advertisements, marketing materials and press releases, referring to the existence of the relationship memorialized by the Agreement. e. It is mutually understood between the parties hereto, that this Agreement shall not in any way be construed to be a lease but is merely a recitation of contract provisions. f. Excluding financial obligations which shall not be excused, if either party to this Agreement is unable to perform its obligations under this Agreement as a result of either (i) weather or natural disaster; (ii) acts of God; (iii) acts of the public enemy, acts of public authority, terrorism, bioterrorism, sabotage, accidents, war, riots, rebellions, demonstrations, protests, or civil disturbance; (iv) public health emergencies, outbreaks, epidemics, pandemics; (iv) vendor delays, or (v) any other event or condition that occurs which is beyond the party's control that has a significant adverse economic impact on the party's ability to perform, then such non-performance in each such instance shall not be considered a breach of this Agreement. g. In the event a legal action or a lawsuit is brought as a result of a default or breach of this Agreement, the prevailing party will be entitled to recover its reasonable attorneys’ fees actually incurred, court costs and expenses from the other party. h. IF ANY ACTION OR PROCEEDING INVOLVING THIS AGREEMENT IS COMMENCED IN ANY COURT OF COMPETENT JURISDICTION, MANAGER AND COUNTY HEREBY WAIVE THEIR Metropolis.io – Parking Services Agreement Confidential and Proprietary 8 42535BBC#4 RIGHTS TO DEMAND A JURY TRIAL. i. This Agreement is specifically conditioned upon the ability of Manager and/or County obtaining all necessary and requisite licenses, permits and/or other authorization from the applicable city, state, and county authorities having jurisdiction over the Managed Parking Facilities in order to operate the Managed Parking Facilities as contemplated under this Agreement. j. The waiver by either party of any term, covenant or condition herein contained shall not be deemed to be a waiver of such term, covenant or condition or any subsequent breach of the same or any other term, covenant or condition herein contained. k. Each party acknowledges that it has participated in the negotiation of this Agreement, and no provision of this Agreement shall be construed against or interpreted to the disadvantage of any party hereto by any court or other governmental or judicial authority by reason of such party having or being deemed to have structured, dictated or drafted such provision. l. This Agreement may be executed in any number of counterparts, each of which shall be deemed to be an original, but all such separate counterparts shall together constitute one and the same instrument. m. Those provisions that by their nature are intended to survive termination or expiration of this Agreement shall so survive. n. Assignability. This Contract is not assignable by either party. Any use of subcontractors by Manager for performance of this Contract must be accepted in writing by the County. o. Severability. In the event that any provision of this Contract shall be held to be invalid or unenforceable, the remaining provisions of this Contract shall remain valid and binding upon the parties hereto. p. Integration and Modification. This Contract represents the entire and integrated Contract between the County and the Manager and supersedes all prior negotiations, representations, or contract, either written or oral. This Contract may be amended only by written contract signed by both the County and the Manger. q. The County may, from time to time, request changes in the scope of services of the Manager to be performed hereunder. Such changes, including the increase or decrease in the amount of the Manager’s compensation, which are mutually agreed upon between the County and the Manager, shall be in writing and upon execution shall become part of this Contract. r. Exemptions and Preferences. To the extent Manager is able to use the County’s tax exempt certificate, the purchases of construction or building or any other materials for this Contract shall not include Federal Excise Taxes or Colorado State or local sales or use taxes. Pitkin County is exempt from such taxes under registration numbers 98-02624 and 84-78000-5k. County shall provide Manager with all necessary documentation to facilitate the use of the County’s tax exempt status. In the event the Manager is unable to use the County’s tax exempt status or if such use is otherwise prohibited under the law then any taxes incurred by Manager in providing its services under this Agreement shall be considered an Operating Expense and reimbursed by the County. s. Records. The Contractor shall maintain comprehensive, complete and accurate books, records, and documents concerning its performance relating to this Contract for a period of three (3) years after final payment under the Contract and the County shall have the right within the three (3) year period to inspect and audit these books, records and documents, upon demand, in a reasonable manner and at reasonable times, for the purpose of Metropolis.io – Parking Services Agreement Confidential and Proprietary 9 42535BBC#4 determining, by accepted accounting and auditing standards, compliance with all provisions of the Contract and applicable law. Any such information inspected and audited by the County hereunder shall be deemed to be the Contractor’s confidential information and subject to the terms of a mutually acceptable confidentiality agreement executed by the parties. t. Governmental Immunity. Contractor agrees and understands that Pitkin County is relying on and does not waive, by any provision of this Contract, the monetary limitations or terms (presently $150,000 per person and $600,000 per occurrence) or any other rights, immunities, and protections provided by the Colorado Governmental Immunity Act, 24-10-101, et seq., C.R.S., as from time to time amended, or otherwise available to Pitkin County or any of its officers, agents or employees. Further, nothing in this Contract shall be construed or interpreted to require or provide for indemnification of the Contractor by the County for any injury to any person or any property damage whatsoever which is caused by the negligence or other misconduct of the County or its agent or employees. u. Current Year Obligations. The parties acknowledge and agree that any payments provided for hereunder or requirements for future appropriations shall constitute only currently budgeted expenditures of Pitkin County. Pitkin County’s obligations under this Contract are subject to Pitkin County’s annual right to budget and appropriate the sums necessary to provide the services set forth herein. No provisions of the Contract shall constitute a mandatory charge or requirement in any ensuing fiscal year beyond the then current fiscal year of Pitkin County. No provision of the Contract shall be construed or interpreted as creating a multiple-fiscal year direct or indirect debt or other financial obligation of Pitkin County within the meaning of any constitutional or statutory debt limitation. This Contract shall not directly or indirectly obligate Pitkin County to make any payments beyond those appropriated for Pitkin County’s then current fiscal year. No provisions of this Contract shall be construed to pledge or create a lien on any class or source of Pitkin County’s moneys, nor shall any provision of this Contract restrict the future issuance of Pitkin County’s bonds or any obligations payable from any class or source of Pitkin County’s money. In the event sufficient funds are not appropriated for this Agreement then either party may terminate this Agreement upon written notice to the other party. [Signature page follows] Metropolis.io – Parking Services Agreement Confidential and Proprietary 10 42535BBC#4 IN WITNESS WHEREOF, County has caused this Agreement to be executed in its corporate name, by its duly authorized officer, and Manager has hereunto also set its hand as of the Effective Date. COUNTY: THE BOARD OF COUNTY COMMISSIONERS OF PITKIN COUNTY By: Name: Kelly McNicholas Kury Its: Chair MANAGER: SP PLUS LLC By: Name: Jason Finch Its: President – West Airports e:::::::::::::::::::JaJJaJaJJJJJJaJJJJJaJaJJJJaJaJJJJJJJJJJJJJJJJJJJJJJJJJJaJJJJaJJJJJJJaJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJJson Finch Metropolis.io – Parking Services Agreement Confidential and Proprietary 11 42535BBC#4 EXHIBIT A OFFICE SPACE LICENSE AREA Metropolis.io – Parking Services Agreement Confidential and Proprietary 12 42535BBC#4 EXHIBIT B EQUIPMENT; METROPOLIS PLATFORM & SERVICE FEES. Equipment and Installation. At its sole expense, Manager agrees to procure and install Manager’s or its affiliates’ proprietary parking and revenue access equipment, which will include Scan-to-Pay signage at the Buttermilk Lot and computer vision technology at the Airport Parking Facilities and associated and necessary signage (collectively, the “Equipment”). With the exception of signage, such Equipment has been approved by the County. Requisite signage shall be subject to the County’s reasonable approval. . If the parties agree to install Scan-to-Pay or other Metropolis technology at the HHS Lot then the definition Equipment shall also encompass such revenue access equipment and/or Scan-to-Pay signage or technology. Notwithstanding the foregoing, County shall be responsible for the costs of rate, wayfinding and other general signage installed at the Managed Parking Facilities. Said cost shall be considered an Operating Expense. Manager shall be free to make alterations and/or enhancements to the Equipment. Manager shall be authorized to partially or fully deactivate any parking revenue and access control equipment currently located at the Managed Parking Facilities, including Flash equipment. Metropolis Platform Fee. In consideration of Manager’s negotiation of the initial capital and ongoing operating expense for the Equipment, County agrees to pay Manager a platform fee equal to One Hundred and Four Thousand Dollars ($104,400) per Year (the “Metropolis Platform Fee”), payable in equal monthly installments. The Metropolis Platform Fee shall be considered an Operating Expense, as defined above. The Metropolis Platform Fee shall automatically increase by three percent (3%) each Year. Notwithstanding the foregoing, if any new or improved features are ever added or implemented to or for the Equipment, and County agrees to accept such new or improved feature, the parties shall renegotiate the Metropolis Platform Fee in good faith. In conjunction with the Equipment, County acknowledges that a service fee of $2.99 is also assessed to the monthly/group and transient end-users for each use of the Equipment which is retained solely by Manager or Manager’s parent affiliate and will not be included within Gross Revenues (“Service Fee”); provided, however, if County requests that Manager waive the Service Fee on behalf of a monthly or transient parker, then County will pay to Manager the amount of the waived Service Fee in an amount equal to what would have been incurred by the monthly or transient parker. In the event the County increases the parking rates at any of the Managed Parking Facilities then Manager may increase the Service Fee to an amount mutually agreed upon by both parties. County acknowledges that Manager has not made and does not make any warranty with respect to the Equipment (or any other equipment utilized) other than expressly provided for herein and Manager specifically disclaims any other warranty of merchantability or of fitness for a particular purpose, or as to the quality, condition or capacity of the Equipment (or any other equipment utilized) whatsoever. At all times (i) Manager shall retain title to all equipment, including the Equipment, or other personal property leased or purchased by Manager for use at the Managed Parking Facilities and such equipment shall not constitute a fixture, (ii) County does not own the Equipment and County shall not have or acquire any right, title or interest in or to the Equipment, (iii) title to the Equipment shall be retained by Manager or an equipment financier, as applicable, subject only to any security interest or assignment that Manager may grant to such equipment financier (if any), (iv) County shall not suffer or permit any lien or encumbrance to attach to the Equipment and (v) County shall refrain from taking any action to bar, restrain or otherwise prevent County, its representatives, agents, secured parties, successors or assigns from entering, and hereby grants to said parties the right of entry to, the Managed Parking Facilities for the purpose of inspecting the Equipment. Manager shall have the right and corresponding obligation, including after the expiration or termination of this Agreement, to remove all fixtures and equipment, including the Equipment, which have been placed at any of the Managed Parking Facilities by Manager. - Notwithstanding anything to the contrary contained herein, the technology and software used in connection with the Equipment or distributed in connection therewith (“Software”) and any Manager content, information, graphics files, media, materials, including designs and graphics (collectively, “Manager Content”) including the Manager databases, systems and applications, and all updates and all copyrights and other intellectual property rights related thereto (collectively, “Manager IP”) are the property of the Manager, its affiliates and its licensors (as applicable), and the Manager, its affiliates, and licensors (as applicable) retain all right, title, and interest in and to the Manager IP. Any use of the Manager IP other than as specifically authorized herein is prohibited. All use of the Manager IP shall inure to the benefit of the Manager, its affiliates, and licensors. All rights in the Manager IP are reserved by Manager, its affiliates, and licensors (as applicable). Except as expressly authorized by Manager in writing, County agrees not to (a) use, modify, copy, frame, mirror, adapt, scrape, or create derivative works based on the Manager IP, in whole or in part; (b) rent, lease, loan, sell, distribute, assign, lease, sublicense, or otherwise transfer any right in the Manager IP; or (c) disassemble, decompile, reverse engineer, reverse assemble, or otherwise attempt to discover Metropolis.io – Parking Services Agreement Confidential and Proprietary 13 42535BBC#4 any source code or otherwise transfer any right in the Manager IP. Manager shall be entitled to decommission the Software associated with the Equipment at the Managed Parking Facilities upon expiration or earlier termination of the Agreement. Further, it is understood that users of the Managed Parking Facilities utilizing the Managed Parking Facilities shall enter into an agreement with Manager utilizing Manager’s standard terms and conditions. EXHIBIT C Metropolis.io – Parking Services Agreement Confidential and Proprietary 14 42535BBC#4 OPERATING EXPENSES Operating Expenses shall include the following: 1. Fully Loaded Payroll: Wages of personnel assigned or allocated to the Managed Parking Facilities, including management, central operations, and an accounting fee allocation. A charge from Manager for employee benefits and burden including, but not limited to, payroll taxes, social security, workers’ compensation insurance, unemployment insurance, group health insurance, and retirement benefits. As applicable, DMV reports, drug testing, background and criminal reports and related cost of onboarding personnel at the Managed Parking Facilities. 2. Repairs & Maintenance: Normal maintenance and repairs (of a non-capital cost nature) of the Managed Parking Facilities such as pressure washing, snow removal, repainting of stall markings and replacement or repair of non- fixture signs, as applicable. 3. 24/7 Support: Allocated remote monitoring and personnel costs to cover customer support. 4. Connectivity: Cellular, or other communication and connectivity related expenses, which may include other data lines necessary for information processing. 5. Insurance: Insurance charges, at rates determined by Manager, to the extent required of Manager in this Agreement and the payment of any deductibles, established by Manager for insured losses attributable to the Managed Parking Facilities (plus attorney’s fees and court costs to defend County and/or Manager in actions brought to recover damages for such losses). 6. Payment Processing Fees: Accounts receivable processing expenses directly attributable to the Managed Parking Facilities. 7. License & Permits: Business licenses and taxes (not including franchise taxes on income or profits). 8. Metropolis Platform Fee: The Metropolis Platform Fee, as set forth in Exhibit A. 9. Credit Card Processing Fees: A flat fee of 3.75% of the total amount of each credit or debit card transaction or any electronic funds transfer or other payment processing. 10. Other: Any other expenses as approved by County or as set forth in the agreed upon Budget. If any Operating Expenses increase due to any applicable (i) governmental action imposing or increasing employer-provided medical insurance or other benefits, workers compensation rates, or federal, state or local minimum wage or living wage rates, paid sick or family leave, disability benefit taxes, or the cost of disability premiums required to cover state-mandated disability coverage, or (ii) cost increases under a collective bargaining agreement, then any such increase shall be automatically included as an Operating Expense and the applicable approved Budget revised accordingly. EXHIBIT D Metropolis.io – Parking Services Agreement Confidential and Proprietary 15 42535BBC#4 INITIAL BUDGETS (DRAFT) Metropolis.io – Parking Services Agreement Confidential and Proprietary 16 42535BBC#4 Metropolis.io – Parking Services Agreement Confidential and Proprietary 17 42535BBC#4 Metropolis.io – Parking Services Agreement Confidential and Proprietary 18 42535BBC#4 EXHIBIT E INSURANCE A. Manager shall carry and maintain, as an Operating Expense, the following insurance coverages: (1) Workers’ Compensation insurance in compliance with the Workers’ Compensation Act of the state in which the Managed Parking Facilities are located. (2) Employer's liability insurance on all employees for the Managed Parking Facilities not covered by the Worker's Compensation Act, for occupational accidents or disease, for limits of not less than $1,000,000 for any one occurrence, or whatever is necessary to satisfy the requirements of the umbrella liability insurance specified below. (3)Garage liability or commercial general liability insurance on an occurrence form basis with limits of notless than $2,000,000 per occurrence with an annual aggregate limit of $2,000,000 per location. (4) Garage keeper's legal liability insurance insuring any and all automobiles that are parked at the Managed Parking Facilities by Manager’s attendants or for which a bailment otherwise is created, with limits of liability not less than $1,000,000 per occurrence. (5) Automobile liability insurance covering losses for any owned, non-owned or hired vehicles including comprehensive and collision coverage with a limit of not less than $2,000,000 per occurrence. (6) Comprehensive crime insurance including employee theft, premise, transit and depositor's forgery coverage with limits as to any given occurrence of not less than $1,000,000. (7) Cyber liability insurance with limits no less than $5,000,000. (8) Umbrella liability insurance with an annual aggregate limit of not less than $100,000,000. (9) Annually renewable performance bond equal to $200,000 B. The liability policies affording the coverages described in Subsections (A)(3), (A)(4), (A)(5) and (A)(8) above shall be endorsed to cover County and its employees, agents, directors and officers as additional insureds on a primary and non-contributory basis. C. Manager shall deliver certificates of insurance to County and renewal policies shall be obtained, and certificates delivered to County prior to policy expiration. The insurer shall endeavor to mail thirty (30) days’ prior written notice to certificate holder should any of the policies be cancelled prior to the expiration date. Notwithstanding anything to the contrary in this Agreement, Manager’s right to collect its insurance charges for any given period is subject only to verification that the required insurance coverage was in effect for that period as evidenced by a duly issued certificate of insurance. County shall, at its expense, provide and maintain fire and extended coverage, vandalism and malicious mischief, and all-risk insurance coverages for buildings, improvements and any other real or personal property of County located on the Managed Parking Facilities in an amount equal to the full replacement cost thereof. In the event all or any part of the Managed Parking Facilities (including any buildings, improvements or other real or personal property thereon) are damaged or destroyed by fire or other casualty, the rights or claims of either party or its employees, agents, successors or assigns against the other with respect to liability for such loss, destruction or damage resulting therefrom, including loss, destruction or damage suffered as a result of negligence of either party or their employees or agents, are hereby released and discharged, and any and all subrogation rights or claims are hereby waived to the extent of the actual insurance coverage carried by the parties or which is commonly covered under an all-risk insurance policy, in either case irrespective of applicable deductibles. All such insurance policies shall contain a clause or endorsement providing that the insurance shall not be prejudiced if the insured has waived its rights of recovery (including subrogation rights) against any person or company prior to the date of loss, destruction or damage. Any losses not covered by the above insurance shall constitute an expense of Metropolis.io – Parking Services Agreement Confidential and Proprietary 19 42535BBC#4 the County.