SCOPE OF SERVICES

Ground Transportation Management Services for Fort Lauderdale-Hollywood International Airport

Broward County (“County”) is seeking proposals from qualified and experienced Contractors to administer and manage all functions of ground transportation management services at the Fort Lauderdale-Hollywood International Airport (“Airport”) in coordination with the Broward County Aviation Department (“BCAD”). The Airport is located in the greater Fort Lauderdale area of South Florida in the heart of Florida's Gold Coast. With over 700 daily flights to more than 150 domestic and international destinations, the Airport is considered a large-hub facility for commercial air traffic operations, supporting more than 1% of national departing passengers. In 2025, the Airport handled 32.2 million passengers and approximately 725 operators participated in the Airport’s ground transportation management system. Before the pandemic, the Airport generated an annual economic impact of $37.5 billion dollars and nearly 18,000 direct, local jobs.

BCAD, the Airport’s operator, is a self-supporting agency of Broward County that does not rely on local tax dollars for operations and capital improvements.

Contractor shall provide the following Services under this Agreement:

1. Services:

a. Contractor shall be obligated to administer, monitor, manage, maintain, and oversee the Ground Transportation Program at the Airport. Contractor shall oversee and monitor the activities at all GTAs and Staging Lots of Taxicabs (attached hereto as Attachment A “Staging Lots”), TNC, prearranged vehicles, courtesy shuttles (associated with hotels, motels, off-airport parking, and off-airport rental car vehicles), cruise and charter buses, and any other similar commercial Ground Transportation Provider at the Airport. Contractor shall comply with Applicable Law, Contractor’s Standard Operating Procedures (SOPs), and Airport’s Operating Guidelines. Furthermore, Contractor’s enforcement measures shall comply with any guidelines and policies imposed by the Aviation Department and/or the Contract Administrator.

b. Contractor shall ensure that all Ground Transportation Providers are properly registered with County and Airport, and display the required Airport AVI Transponder, County permit(s), and/or Trade Dress in accordance with the Code and the GTP. Contractor shall assist the Aviation Department with the installation of Airport AVI Transponders on County-permitted vehicles. Contractor shall be responsible for monitoring, managing, maintaining, and operating the Airport commercial vehicle tracking system (“AVI System”) as currently configured or as may be updated, changed, enhanced, or replaced in the Aviation Department’s sole discretion. Contractor must comply with all use limitations and any other restrictions applicable to the AVI System, including without limitation as may be imposed on County in connection with the applicable licenses or other rights to use the AVI System.

c. If the Aviation Department elects, in its sole discretion, to update, change, enhance, or replace any technology utilized in the GTP including, but not limited to, the AVI System (collectively, “Updated Technology”), Contractor shall comply with all written direction from County relating to the procurement, installation, implementation, and operation of Updated Technology. Direction from County may include, but shall not be limited to, a requirement that Contractor procure certain Updated Technology, the specifications for any such Updated Technology, any mandatory contract requirements, and a requirement that Contractor utilize a County-approved competitive process. Unless otherwise approved in writing by the Director of Aviation, any agreement by Contractor with a third party provider related to Updated Technology shall: (i) be subject to prior written approval by the Director of Aviation,

(ii) be assignable to County, (iii) not exceed the term of this Agreement, and (iv) expressly state that any ownership, license, and/or other rights to any Updated Technology acquired by Contractor, including, but not limited to, software, software licenses, fixtures, equipment, materials, and improvements installed in connection with Updated Technology, shall automatically vest with or transfer to County upon County’s request and subject to the terms and conditions of the applicable agreement.

Contractor’s use of Updated Technology during the Term shall be subject to the applicable contract governing such Updated Technology and County direction. If requested by County, Contractor shall assist County in updating the Airport’s Operating Guidelines for Ground Transportation and related policies and procedures necessary to implement the Updated Technology.

d. Contractor shall maintain at all times the staffing and expertise necessary to efficiently dispatch multiple Taxicab companies at the Airport from the Staging Lots, GTAs, and any other areas designated by the Aviation Department, to all Terminals for the immediate loading of passengers. The Aviation Department may require additional employees for additional Staging Lots, GTAs, Terminals, or other areas as designated by the Aviation Department. In such case, the Parties agree to meet and negotiate in good faith the cost of any such additional employee(s); any such agreed upon additional cost to County shall be treated as a reimbursable expense and must be approved in advance in writing by the Contract Administrator. Following such written approval, submission of invoices, and proof of payment by Contractor, the Aviation Department will authorize payment of the approved amount to Contractor in accordance with the Agreement.

e. There are approximately 529 licensed Taxicabs in County, which make approximately 416,640 pick-ups annually at the Airport (as of May 2025). Contractor and the Aviation Department shall work together to create a Taxicab program (“Airport Taxicab Program”) that will be maintained, updated, and enforced by Contractor. The Airport Taxicab Program will include guidelines for Taxicabs, including, but not limited to, the following: submitting security deposits, completing vehicle inspections, completing the driver-training program, updating the Taxicabs’ fleet, and providing any information on withdrawal/re-registration of Taxicabs. The Airport Taxicab Program shall also include rules and regulations for Taxicabs in the GTP. The Aviation Department shall create the driver-training program for Taxicabs, and Contractor shall ensure all Taxicab companies complete the driver-training program, as required by the Airport’s Taxicab Program. Contractor shall ensure that there are sufficient Taxicabs meeting the applicable ADA requirements 24/7 every day at the Airport. Contractor shall ensure all Taxicabs accept credit cards and that such payment systems are PCI-DSS compliant, unless otherwise requested by County. The credit card system in Taxicabs shall be rear seat mounted and shall not allow for the Taxicab driver to handle or process the credit card payment.

f. Contractor shall staff the Taxicab/commercial vehicle Staging Lots, GTAs, and designated Passenger Loading Areas at each Terminal and any other areas designated by the Aviation Department.

Contractor shall comply with any relocation, modification, elimination, decrease, or increase of the areas stated in the prior sentence. If additional employees are required, as requested by the Aviation Department, then the Parties agree to meet and negotiate in good faith the cost of additional employees;

any such negotiated costs shall be treated as a reimbursable expense to Contractor and must be approved in advance and in writing by the Contract Administrator. Following such written approval, submission of invoices, and proof of payment by Contractor, the Aviation Department will authorize payment of the approved amounts to Contractor.

g. Contractor shall assist the Aviation Department in updating the Airport’s Operating Guidelines for GTPs and ensure compliance, including, but not limited to, staffing areas required by the Airport, monitoring and documenting operator activity, answering questions regarding the Airport’s ground transportation services, confirming all vehicles have a business need to be in the Staging Lots and the pick-up and drop-off areas of the Airport, and providing the Aviation Department staff with daily observation reports. Contractor shall provide commercial vehicle operator orientation regarding the Airport’s Operating Guidelines as often as necessary (and at any time requested by the Contract Administrator) to ensure commercial vehicle operators remain informed as to the most current Airport Operating Guidelines (attached hereto as Attachment B “Cruise Operations and Ground Transportation Handbook,” and Attachment C “Ground Transportation Operations Guidelines”). Contractor shall establish and maintain good working relationships with all companies in the GTP. Contractor shall receive written approval from the Contract Administrator prior to Contractor having any written communication with any company in the GTP in connection with this Agreement.

h. Contractor shall make specific bus assignments to designated spaces during peak cruise and charter bus activity periods. During peak cruise and charter bus activity periods, Contractor shall also assign designated charter bus spaces on the curb when notified by the cruise and charter bus operator that they have assembled the passengers and are ready for immediate loading. Contractor shall maintain phone coordination with cruise line meet/greet personnel, bus operators, and any other Port Everglades personnel necessary to coordinate access to specific bus loading areas.

i. Contractor shall ensure that trained coordinators manage curb space and any other area designated by the Contract Administrator, and assist with vehicle and pedestrian use of crosswalks for safe usage. Contractor shall staff all Staging Lots used by Taxicabs, commercial vehicles, TNC Vehicles, and/or other commercial vehicles, and facilitate transportation services for customers with special transportation needs (e.g., physically disabled, visually impaired, and the elderly).

j. Contractor shall provide sufficient employees for all shifts daily, including weekends and holidays, to carry out the Services. Contractor’s employees shall arrive at least one hour prior to the scheduled arrival time of the first arriving aircraft and continue employee presence until one hour after the actual arrival of the last arriving aircraft (including extended hours to accommodate unscheduled late-night arrivals due to inclement weather or other delays), or as otherwise directed by the Aviation Department.

The Services shall be performed only by trained personnel of Contractor, including the Subcontractor(s).

Contractor shall ensure its employees are articulate, courteous, accurate, impartial, and can communicate effectively in English. Contractor’s employees shall conduct business at the Airport in a professional manner at all times. Contractor’s employees shall properly convey information about the GTP to Airport guests, ground transportation operators, and Airport stakeholders, including, but not limited to, the following: information about available commercial ground transportation services, fares, and schedules, changing roadway conditions, Ground Transportation code enforcement, and the Airport’s Operating Guidelines. Contractor’s employees shall know the Airport campus well enough to respond to navigational questions from Airport guests, Ground Transportation operators, and Airport stakeholders. In addition, Contractor shall assist with crowd control and provide commercial ground transportation information and other travel options in the event of a declared emergency, as requested by the Aviation Department.

k. Contractor shall ensure the safe and efficient management of ground transportation. Contractor shall collaborate with the Aviation Department to develop operational procedures that are acceptable by County and meet the Airport’s needs. Contractor shall participate in various monthly and/or quarterly coordination meetings and collaborate with County staff and other Airport stakeholders, as requested by the Contract Administrator, to assist in the development of best management practices and procedures for the GTP that may be imposed by County in the Contract Administrator’s sole discretion.

l. Contractor shall provide janitorial services in the Staging Lots and any other areas designated by the Contract Administrator.

m. Contractor shall adjust the Services to flight operations based on air carrier, terminal locations, and Airport needs, as approved in writing and in advance by the Aviation Department.

n. Contractor shall provide qualified administrative support to assist with general office tasks at any facility utilized by Contractor in connection with this Agreement. These tasks shall include, but not be limited to, the following: answering telephones, typing documents, creating presentations and spreadsheets (e.g., PowerPoints and Excel), filing records, and creating layouts, brochures, maps, and report templates using computer software.

2. Staffing/Operations:

a. Operating Plan. Contractor shall provide all personnel, equipment, and supplies necessary to perform the Services, and shall submit to the Contract Administrator a management and operation plan (“Operating Plan”) that outlines essential procedures and policies for efficient operation at the Airport and shall, at a minimum, include the items identified below:

i. The Operating Plan must address the following in as much detail as required by the Contract Administrator:

A. emergency preparedness procedures

B. incident and safety management plan

C. software cloud technology (if applicable, as determined by the Contract Administrator)

D. human resources

E. standard operating procedures

F. contingency planning

G. employee safety program

H. revenue control (if applicable, as determined by the Contract Administrator)

I. Ground Transportation Program orientation

J. staffing (including, but not limited to, staff schedule, staff duties, and staff responsibilities)

K. invoice submission

L. Airport Taxicab Program (policies, rules, regulations, and code of conduct)

M. Airport commercial vehicles (non-taxicab) program

N. Airport TNC program

O. Airport information counters program (if applicable, as determined by the Contract Administrator)

P. Training program (detailed)

Q. Subcontractor responsibilities and requirements

R. Radio procedures and caller ID

S. AVI System responsibilities

T. Hurricane manual

U. Business resumption plan

V. Monthly reports:

• Trip Statistics - Fiscal Summary

• Trip Statistics - Calendar Summary

• Badge status Report – Contractor and Subcontractors

• Staff Roster

• Complaints, Compliments and Questions

• Suspension List

• TNC Trip Totals

• Operating Totals

• Invoice Totals Year To Date

• Trade Dress Observation Report

• TNC Daily Observation Count

• Accident and Incident Report

• Trip Totals (operating statistics, TNC trips, staff roster, and badge status of Contractor and Subcontractor employees)

W. Subcontractor agreements

X. Design and color of the Trade Dress uniform utilized by Contractor

Y. Operating Budget: The operating budget must be submitted on a form approved by the Contract Administrator and shall include all Reimbursable Expenses (hereinafter defined) expected to be incurred by Contractor during the applicable Fiscal Year, each on a separate line item. The operating budget must include all wages and salaries by classifications of employee positions, and any requests for wage or salary increases and the justification for such increases. Such wages and salaries, and any requested increases must be consistent with industry standards based on employee performance and must be approved in writing by the Contract Administrator, in their sole discretion. Contractor’s employees shall not be entitled to compensation for overtime unless authorized in writing by the Contract Administrator.

ii. In connection with the emergency preparedness procedures and incident and safety management plan, Contractor shall be required to respond to a disruption to operations with organized teams that respond in accordance with the established plans and assist with operational business resumption. Additionally, contingency planning shall include all necessary planning to maintain essential business services during an incident or emergency situation and shall include employee training, identifying actions, and a list of the employees required to respond during any emergency.

iii. In furtherance of the emergency preparedness procedures and incident and safety management plan, Contractor shall also be required to attend all Aviation Department emergency training and Airport familiarization training, as requested by the Aviation Department.

iv. The initial Operating Plan must be submitted to the Contract Administrator within five (5) days after the Effective Date unless such deadline is otherwise extended in writing by the Contract Administrator.

v. Contractor must obtain the Contract Administrator’s written approval of the initial Operating Plan before the commencement of any Services.

vi. Contractor shall review and update the Operating Plan by each anniversary date of the Commencement Date or as often as directed in writing by the Contract Administrator.

vii. Contractor shall make any edits to the Operating Plan that are requested in writing by the Contract Administrator.

viii. If requested in writing by the Contract Administrator, Contractor shall provide a copy of the current Operating Plan within the timeframe specified by the Contract Administrator and provide written confirmation that the Operating Plan is current.

ix. Contractor must comply with the rules, regulations, and operating procedures contained within the Operating Plan. A failure to comply with the Operating Plan, as determined by the Contract Administrator, shall be a default under this Agreement entitling County to exercise any and all remedies available herein. The burden of proving compliance with the Operating Plan rests with Contractor.

x. Contractor shall provide the Contract Administrator with all revisions to the Operating Plan. The Contract Administrator must approve in writing all of the revisions and updates to the Operating Plan prior to implementation of the revised Operating Plan by Contractor.

xi. If there is any conflict between the terms of the Operating Plan and any terms of this Agreement, the terms of this Agreement shall control.

b. Key Personnel. Contractor will ensure that the persons responsible for Contractor’s performance of the Services and, to the extent applicable, identified below (collectively “Key Personnel”) are appropriately trained and experienced and have adequate time and resources to perform the Services in accordance with the terms of this Agreement. In order to make a change to the composition of the Key Personnel, Contractor must provide County with thirty (30) days’ advance written notice (or as much advance notice as is possible if thirty (30) days’ notice is not possible) regarding such proposed changes and the management plan associated with such proposed changes. County shall have the right, in its sole discretion, to approve or reject any proposed changes to Key Personnel. County shall not be responsible for any costs associated with a change in Key Personnel.

If the Contract Administrator determines that any of the Key Personnel have failed to perform their duties, then in addition to all other rights under this Agreement, the Contract Administrator shall have the right to require Contractor to replace such Key Personnel. The Contract Administrator shall notify Contractor in writing of its demand for replacement and Contractor shall effectuate the replacement within thirty (30) days after receipt of the written notice. Contractor must receive the Contract Administrator’s written consent of the replacement Key Personnel.

i. The Key Personnel shall be as follows:

Project Manager Assistant Project Manager Manager on Duty Administrator/Payroll/HR

ii. Contractor shall provide the Contract Administrator with the daily schedule for the Key Personnel and shall notify the Contract Administrator of any changes to that schedule.

iii. When on duty, all Key Personnel must be available to the Contract Administrator by phone and radio contact.

c. Project Manager. The Project Manager identified as Key Personnel shall ensure complete performance of the Services under this Agreement, and shall perform such responsibilities at no additional cost to County.

i. The Project Manager must be a highly qualified and experienced manager, with at least three (3) years of experience in managing a ground transportation operation at a medium or (preferably) large hub airport or other relevant experience as determined in the sole discretion of the Aviation Department.

ii. Prior to the Commencement Date, Contractor shall submit to the Aviation Department, for approval prior to his/her assignment, a complete resume of the person whom Contractor proposes to designate as the Project Manager.

iii. The Project Manager shall be responsible for the overall activities relating to the management of the Services and manage all of Contractor’s employees, including the development of employee skills through training and other forms of employee development as well as the identification, development, and implementation of training needs and programs available for staff.

iv. The Project Manager shall be on call twenty-four (24) hours per day, including weekends and holidays, must be in close proximity to the Airport, and must be able to respond to the Airport within a reasonable amount of time, as requested by the Aviation Department.

v. The Project Manager shall serve as the point of contact for communications between the Contract Administrator and Contractor and shall serve as Contractor’s representative at coordination meetings with the Aviation Department.

vi. The Project Manager must be physically present at the Airport for a minimum of forty (40) hours per week.

vii. The Project Manager must work full-time and must not have any work/career obligations other than as the Project Manager of Contractor’s Services at the Airport.

viii. The Project Manager must have full power and authority to take all necessary actions on behalf of Contractor where a prompt response is required by Contractor to maintain or restore Services.

ix. The Project Manager must respond in writing to customer complaints regarding Services and shall report such complaints and their resolution to the Contract Administrator in accordance with Section 5 of this Scope of Services.

x. The Project Manager must send a written report, consisting of the tracking information for the vehicles within the GTP and/or the Taxicabs entering or exiting the Airport, to the Contract Administrator on a weekly basis or as otherwise directed by the Contract Administrator.

xi. The Project Manager must report to the Contract Administrator any accidents, including passenger accidents, and any non-routine events within thirty (30) minutes or less after the occurrence.

xii. The Project Manager shall implement GTP reporting and performance measures specific to this Agreement to assist with tracking, recording, and determining reporting calculation specifications, quarterly and annual reports, and other GTP reporting and performance measures as directed by County.

xiii. The Project Manager shall implement quality control management protocols specific to this Agreement to ensure standards are being met and that product and service qualities are consistent.

xiv. The Project Manager shall implement accounting and records management protocols specific to this Agreement, including retention of documents in compliance with Applicable Law.

xv. The Project Manager shall be vested with full power and authority of Contractor to take all necessary actions where a prompt response is required to maintain or restore services, prior to obtaining any additional Contractor approval of such actions.

xvi. The Project Manager serve as the point of contact for communications between the Contract Administrator and Contractor.

xvii. If the Project Manager is not available and/or not in close proximity to the Airport for a specific day and time, regardless of the reason, Contractor must notify the Contract

Administrator immediately of the absence and replace the Project Manager with a replacement project manager for the period of time of the Project Manager’s absence. Contractor must receive the Contract Administrator’s prior written consent of the replacement project manager.

The replacement project manager shall be available to respond to the Aviation Department on behalf of the Project Manager and must fulfill each and every obligation required of the Project Manager under this Scope of Services.

d. Qualified Administrative Support Staff.

i. Contractor must provide administrative support staff for the Services who are qualified to:

A. Perform general administrative support tasks, including, but not limited to, answering phones, typing documents, and filing documents;

B. Generate designs, layouts, brochures, maps, report templates, and other similar documents utilizing computer software, as may be needed for the Services or requested by the Contract Administrator;

C. Assist with service reporting and performance measures, including, but not limited to, tracking all reports required by the Contract Administrator;

D. Provide quality control management, including, but not limited to, ensuring that Contractor is complying with all Agreement requirements;

E. Provide general accounting services, including, but not limited to, preparing all budgetary reports in Excel or any other County-approved format;

F. Provide records management, including, but not limited to, records retention; and

G. Provide any other skills or complete any other administrative tasks required by the Contract Administrator.

e. Appearance/Conduct.

i. While providing the Services, all representatives, agents, managers, supervisors, and employees of Contractor and Subcontractor(s), must:

A. Wear distinctive uniforms identifying them as part of Contractor, which uniforms must be approved in writing by the Contract Administrator. The uniforms must consist of a shirt, pants, and the name of Contractor (and Subcontractor’s company name, if applicable) shall be on the front and back of the uniform.

B. Wear a BCAD-issued Public Area Business Purpose Media badge with photo identification.

C. Be clean, neat in appearance, and uniformly attired.

D. Must be able to effectively communicate orally and in writing in the English language (for Contractor’s employees that interact with members of the general public).

E. Maintain the highest standards of service.

F. Be courteous, polite, and inoffensive in their conduct and demeanor.

G. Adhere at all times to professional appearance standards and shall not smoke, eat, or drink during the performance of the Services (except in areas approved in writing by the Contract Administrator).

ii. Contractor shall also require that all drivers of GTV be appropriately dressed while operating at the Airport. All drivers must wear neat and clean shirts with collars and sleeves, slacks (including jeans, except for blue denim), shoes, and socks. T-shirts, shorts, and open-toe shoes are prohibited. All clothing items must be in good repair with no visible repairs to or holes in clothing or shoes. An exception to the dress code may be provided on a case-by-case basis by the Aviation Department.

iii. Contractor shall retain qualified, competent, and experienced employees at the Airport to provide the Services. Contractor shall control the conduct, demeanor, and appearance of its representatives, agents, managers, supervisors, and employees including imposing disciplinary actions against such persons consistent with Contractor’s policies and any other directive from the Contract Administrator, which shall include, but not be limited to, termination of employment. Periodic quality control inspections concerning the conduct, demeanor, and appearance of Contractor’s personnel may be performed by the Contract Administrator.

Contractor shall not employ any person(s)in or about the Airport who uses improper language or acts in a loud, boisterous, or otherwise improper manner. Contractor shall not permit any of the GTV drivers or any of Contractor’s agents or employees to engage in loud, noisy, boisterous, offensive, or objectionable behavior.

iv. Contractor’s employees, invitees, suppliers, and Subcontractors shall conduct themselves in an orderly and proper manner so as not to annoy, disturb, or be offensive to others. All employees of Contractor must conduct themselves at all times in a courteous manner toward the public and in accordance with the rules, regulations, and policies developed by Contractor and approved by the Aviation Department.

f. Training.

i. Contractor shall create and implement a training program for all representatives, agents, managers, supervisors, and employees of Contractor. Such training shall be provided when initially hired and on an annual basis and must include training on at least the following topics:

customer service, safety, the Operating Plan, and Airport familiarization. County shall not be charged for any training activities. Contractor shall give the Contract Administrator written notice of such training at least two (2) weeks prior to such training. The Contract Administrator has the right to observe or send representative(s) to observe such trainings. Contractor shall make any changes to the training that are requested in writing by the Contract Administrator. On or before the Commencement Date, Contractor shall provide the Contract Administrator with a copy of the training program and provide the Contract Administrator with an updated training program whenever there are changes throughout the Term.

ii. Contractor shall require all representatives, agents, managers, supervisors, and employees of Contractor, as applicable, to participate in any training offered by County in which the Contract Administrator requests participation. Such training may include, but is not limited to, County’s SUNsational Service Program and Airport Employee Training. County shall not be charged for any such training, and County retains the right, at the sole discretion of the Director of Aviation, to impose a reasonable charge to Contractor for such training.

iii. During the last thirty (30) days of the Term, Contractor, if directed in writing by the Contract Administrator, shall train/and or make assigned areas available to the next provider of ground transportation services, if any, regarding the Services provided pursuant to this Agreement, and complete any related tasks required by the Contract Administrator.

iv. All training programs of Contractor, its representatives, agents, managers, supervisors, and employees require the prior written approval of the Aviation Department.

g. Other Provisions.

i. All representatives, agents, managers, supervisors, and employees of Contractor parking their own personal vehicles on Airport property shall park such vehicles in the employee parking areas designated by the Contract Administrator. County retains the right, at the sole discretion of the Director of Aviation, to impose a reasonable charge for the privilege of utilizing the parking facilities at the Airport.

ii. Contractor shall verify the employment history of all representatives, agents, managers, supervisors, and employees of Contractor before such individuals may perform the Services, whether such individuals are new to the company or not. Such employment verification shall cover the seven (7) year period preceding the individual’s assignment to perform the Services.

Contractor must not allow any individual with a poor employment history to perform any Services.

iii. Contractor shall maintain a personnel file for all representatives, agents, managers, supervisors, and employees of Contractor performing Services which shall include the required verifications of employment history. The Contract Administrator has the right to inspect such files upon twenty-four (24) hours’ written notice to Contractor.

iv. Contractor shall maintain a current roster of all representatives, agents, managers, supervisors, and employees of Contractor performing the Services and shall provide the Contract Administrator with a current copy of such roster within five (5) days after a written request by the Contract Administrator.

v. Contractor’s representatives, agents, managers, supervisors, and employees shall not solicit or accept any gratuities.

vi. Contractor shall provide all representatives, agents, managers, supervisors, and employees of Contractor with radios with frequencies compatible with the Aviation Department’s radios.

3. Optional Facilities:

a. Contractor shall, concurrently with the execution of this Agreement, enter into a sublease agreement with County in substantially the form attached hereto as Exhibit H (“Sublease”). Contractor shall use the subleased property described in the Sublease (“Subleased Property”) solely for the purpose of providing the Services and housing its operations in connection with this Agreement. The Director of Aviation shall be authorized to execute the Sublease on behalf of County. In addition, County (in the sole and absolute discretion of the Contract Administrator) may make certain portions of Airport property (“Airport Facilities”) available for Contractor’s use in connection with this Agreement for such times and durations as the Contract Administrator determines appropriate.

b. Improvements may not be made to Airport Facilities unless the Contract Administrator approves such improvements and the costs thereof in advance in writing. All such preapproved costs actually incurred for improvements to Airport Facilities shall be Reimbursable Expenses pursuant to the Agreement. Title to any such improvements shall vest in County.

c. The Director of Aviation may at any time following Contractor’s occupancy of Airport Facilities take back such area(s) for any purpose or reason whatsoever. In such event, the Director of Aviation shall give Contractor at least four (4) months prior written notice that it must vacate the Airport Facilities, and Contractor must vacate the Airport Facilities by the date specified in the Director of Aviation’s notice.

d. Contractor may, with the written consent of the Director of Aviation, lease additional space off Airport property from a third party (“Off-Airport Optional Facilities”) for purposes such as leasing additional administrative office space and space for other operational needs. Any lease for Off-Airport Optional Facilities shall comply with the following and any other requirements imposed by the Director of Aviation:

i. Any lease must be in form and substance satisfactory to the Director of Aviation and must be assignable to County, County’s designee, or any person or entity requested in writing by the Director of Aviation. The Director of Purchasing is authorized to approve any assignment of any such lease to County up to the amount of the Director of Purchasing’s award authority. The assignment to County of any such lease that is over the award authority of the Director of Purchasing must be approved by the Board. Upon request by the Director of Aviation, Contractor shall promptly cause the assignment of such lease to County, County’s designee, or any person or entity requested in writing by the Director of Aviation.

ii. Any lease must expire at the end of the Term unless otherwise authorized in writing by the Director of Aviation.

iii. Any lease must be on commercially reasonable terms and may not be entered into with an affiliate of Contractor without the prior written consent of the Director of Aviation.

iv. Contractor is required to maintain all Off-Airport Optional Facilities at its sole cost and expense (without reimbursement from County).

v. Attached hereto as Attachment D is the Facilities Map.

4. Reports:

a. Contractor shall forward to the Aviation Department, on a monthly basis, reports with the following information:

i. Employee roster information, including part-time or full-time status, and salary or hourly rate paid.

ii. Airport badge status report for Contractor’s and Subcontractor’s respective employees.

iii. A current roster of all Contractor’s representatives, agents, managers, supervisors, and employees performing Services under this Agreement, and any terminations or new hires for the current period.

iv. Any other information, as requested by the Contract Administrator.

5. Complaints:

a. Contractor shall forward to the Aviation Department, on a monthly basis, a list of any questions, complaints, or compliments, whether verbal or written, from either the public or the Aviation Department, accompanied by Contractor’s resolution of any such complaints. In addition, Contractor shall prepare and furnish such other reports as the Aviation Department may, from time to time, require.

b. Contractor shall respond verbally or in writing to the complainant within forty-eight (48) hours after receipt of the complaint, regardless of whether the complaint was initiated by a member of the public, employees of the Aviation Department, or any other third party. Contractor must investigate the nature of the complaint and contact the complainant to get their contact information, including their name, phone number, and email address, if available. Contractor shall respond to the initial complaint in the same manner in which the complainant made their initial complaint (i.e., if the complaint was made via phone call or email, Contractor shall respond through the same medium of communication).

c. Within five (5) days following Contractor’s response to the initial complaint, Contractor shall follow up, in writing, with the complainant providing a resolution and close out of said complaint.

Contractor shall email the Contract Administrator all correspondence regarding such complaints. At the request of the Contract Administrator, Contractor shall meet with the Contract Administrator to review any complaints or concerns and promptly correct any deficiencies. The Contract Administrator’s determination as to the quality of operations or the Services shall be conclusive, and curative measures requested by the Contract Administrator shall be implemented by Contractor as expeditiously as possible.

d. Contractor shall be required to conduct the necessary investigation, impose disciplinary action on its employees or any participant in the Ground Transportation Program, where appropriate, and respond in writing to each complainant with the results of such investigation and/or disciplinary action.

Contractor shall provide copies of all such correspondence to the Aviation Department on a weekly basis.

6. Disincentive Payments/Charges:

a. Purpose. One of County’s primary goals in granting this Agreement is to ensure that the customer service provided to the traveling public at the Airport is of the highest caliber and is consistent with the image that the Airport wants to project to its users and visitors. Contractor agrees that County will suffer damage if Contractor fails to meet these standards and that, due to the nature of certain breaches, the actual damage to County would be impractical or very difficult to remedy. As such, in addition to all other remedies available under this Agreement, Contractor shall be subject to the disincentive charges set forth below if Contractor breaches the performance standards specified below. The amounts set forth in the section below have been agreed upon as the Parties’ reasonable estimate of County’s damages in the event of such breach. County’s acceptance of any disincentive payment, as a result of a performance standard breach, will not prevent County from exercising any other right or remedy for default available to County under this Agreement

b. Performance Standard Breaches. The following specified breaches shall be referred to as “Performance Standard Breaches.” Each Performance Standard Breach by Contractor shall be considered a separate occurrence, even if multiple Performance Standard Breaches occur within the same event. Therefore, Contractor may be subject to multiple additional disincentive charges.

Contractor agrees to pay to County the amount specified below as a disincentive charge for the applicable breach:

i. Non-Staffing of Required Areas: Contractor shall maintain staffing as provided in the Operating Plan. If Contractor fails to maintain staffing in compliance with the approved Operating Plan or fails to obtain County’s prior written permission not to staff a particular location, a disincentive charge shall be assessed at the rate of Five Hundred Dollars ($500.00) for each shift, or fraction thereof, that an area is required to be staffed and is not staffed.

ii. On-Demand Taxicab Service Standards: During hours of air carrier flight activity, if (a) on-demand Taxicab service standard is not being met, and (b) Taxicabs are available and have not been delayed because of unusual weather, traffic, excessive demand, or other County approved conditions, a disincentive charge shall be assessed at the rate of One Hundred Dollars ($100.00) for each ten (10) minutes, or fraction thereof, that the on-demand service standard is not being met.

iii. Customer Complaints: Failure to respond to an initial complaint in accordance with Section 5.B of this Scope of Services or failure to provide a resolution within five (5) days in accordance with Section 5.C of this Scope of Services shall result in a disincentive charge as follows: Five Hundred Dollars ($500.00) per occurrence and Two Hundred and Fifty Dollars ($250.00) for each twenty-four (24) hour period thereafter.

iv. If there are five (5) or more validated customer complaints in any thirty (30) day period, excluding complaints originating from the same incident or customer, disincentive charges shall be assessed in the amounts: Five Hundred Dollars ($500.00) for five (5) customer complaints in any thirty (30) day period, One Hundred Fifty Dollars ($150.00) for the sixth (6th) customer complaint in any thirty (30) day period, and Three Hundred Dollars ($300.00) for each additional complaint beyond the sixth (6th) complaint in any thirty (30) day period.

v. Improper Assignment of Taxicabs by Trip Length: All Taxicabs shall be dispatched on a first in, first out basis, and patrons are to be loaded into Taxicabs in the order in which they request service. Each time County observes a Taxicab passenger being loaded out of loading order/sequence with passenger destination being a factor in the loading order decision by Contractor’s employee(s), unless otherwise provided in this Agreement, a disincentive charge shall be assessed at the rate of Five Hundred Dollars ($500.00) for each occurrence.

vi. Failure to maintain assigned areas: Whenever County finds that the areas Contractor is responsible for, including but not limited to the Staging Lots, Passenger Loading Areas, and information counters, are not being maintained in a clean manner (including, but not limited to, removal of trash, debris, oil, etc.), County shall direct Contractor to immediately clean the area(s).

If Contractor has not corrected the problem, or made reasonable progress to correct the problem, within three (3) days after Contractor’s receipt of the notice, a disincentive charge shall be assessed at the rate of Five Hundred Dollars ($500.00) for each day, or fraction thereof, that the problem is not corrected. County also reserves the option to clean the area(s) or have such area(s) cleaned by an outside cleaning service and reduce Contractor’s bi-weekly billing by the actual cost of labor and materials expended for such cleaning plus a surcharge equal to twenty-five percent (25%) of said actual cost.

vii. Failure to comply with Operating Plan: Violations by Contractor or any of their representatives, agents, managers, supervisors, or employees, of any of the duties and responsibilities outlined in the Operating Plan shall result in a disincentive charge of Five Hundred Dollars ($500.00) per occurrence.

viii. Failure to provide the ACDBE participation report: A failure of Contractor to provide the ACDBE participation report as required in Article 10 shall result in a disincentive charge of Five Hundred Dollars ($500.00) per each day the report is late.

ix. Failure to comply with required reporting periods: Failure of Contractor to timely comply with required reporting requirements in this Agreement (excluding the ACDBE participation report which is addressed in the section above) shall result in a disincentive charge of Two Hundred Fifty Dollars ($250.00) per incident.

x. Smoking, Vaping, or Eating While on Duty: Contractor’s employees observed by the Aviation Department smoking, vaping, or eating while on duty shall result in a disincentive charge of Five Hundred Dollars ($500.00) per incident.

c. Procedure for Declaring Performance Standard Breaches. The determination as to whether performance standards have been breached is by the Contract Administrator at their reasonable discretion. Upon determining the existence of a Performance Standard Breach, the Contract Administrator shall issue a written notice to Contractor of the occurrence of such breach and County’s claim for disincentive payment. The notice of Performance Standard Breach shall become final and the applicable disincentive charge shall be immediately due and payable, unless within ten (10) days after the Contractor’s receipt of the notice of Performance Standard Breach a written statement is received by the Contract Administrator from Contractor with Contractor’s evidence that the breach did not occur.

The Contract Administrator shall review such evidence and determine, in the Contract Administrator’s reasonable discretion, whether Contractor has demonstrated that the breach did not occur, and notify Contractor of such decision in writing, which decision shall be final; if the Contract Administrator determines that the Performance Standard Breach did occur, Contractor shall immediately pay the applicable disincentive charge.

d. Waiver of Disincentive Payments/Charges. Disincentive charges may be waived by the Contract Administrator for violations that occurred during periods of severe weather, work stoppages, or when other conditions indicate that the failure was unavoidable, as determined by the Contract Administrator in their sole discretion. If Contractor believes the occurrence of a particular event may cause delays, it is the responsibility of Contractor to notify the Contract Administrator of the event and to obtain prior written concurrence that disincentive charges will not be assessed.

7. Privileges and Obligations of the Operator.

a. If Contractor has, at any time during the Term, a financial, legal, or other business/commercial interest (“Interest”) in a Ground Transportation Provider, then Contractor shall promptly notify the Contract Administrator of such interest in writing, and shall continue to perform all Services under this Agreement in an impartial and objective manner and shall maintain adequate protections to provide for the separation of Interest to ensure the integrity of the Services provided hereunder. The required impartiality, objectivity, and protections shall include, but is not limited to, the requirement that all management of Contractor and all operations management is vested in and exercised by Contractor, all Key Personnel shall be employees of Contractor, and Contractor shall maintain all books and records.

b. Contractor shall provide incident and operation reports, in a form approved by the Aviation Department, which meet the requirements of this Agreement and the dayto-day operation of the GTP.

c. Contractor shall utilize the AVI System and related ground transportation management software, or other Updated Technology as directed by County, and shall, if directed by County, institute a billing and collection program acceptable to County.

d. All GTV that operate at the Airport must have all required County permits, certificates, Airport AVI Transponder, Trade Dress, and decals under Chapter 22½ and/or Chapter 2, of the Code, as it may be amended, as well as the required Airport permit and must utilize designated Passenger Loading Areas.

Any GTV not bearing the required Airport AVI Transponder, Trade Dress, or not having the required Airport permit, County permits, and certificates shall not be permitted to pick up passengers at the Airport. Contractor shall be responsible for ensuring that all Ground Transportation Providers operating at the Airport comply with this provision. The Airport AVI Transponder and Trade Dress shall be displayed on each GTV picking up at the Airport in the manner required by the Aviation Department. Contractor shall monitor Ground Transportation Providers and ensure that each Ground Transportation Provider displays the required Airport AVI Transponder or Trade Dress on vehicles that are engaged in picking-up passengers at the Airport. Any GTV not bearing the required Airport AVI Transponder or Trade Dress shall not be permitted to pick up passengers at the Airport.

e. Contractor shall provide a dispatch system which ensures fair and reasonable access to the Airport taxi operations by all Taxicabs, operated on a “First in First out” basis. Contractor’s equipment needed to operate and monitor an efficient Taxicab dispatch system shall include, but not be limited to, handheld radios, uniforms, vehicles, and other equipment.