Item C27
BOARD OF COUNTY COMMISSIONERS
AGENDA ITEM SUMMARY
MEETING DATE: 5/15/02
DIVISION: COUNTY ADMINISTRATOR
BULK ITEM: YES
DEPARTMENT: AIRPORTS
AGENDA ITEM WORDING: Approval of extension agreement with Republic Parking System, for parking lot
management at the Key West International airport.
ITEM BACKGROUND: Current agreement will expire 10/31/02. Agreement extends term to 10/31/05.
PREVIOUS RELEVANT BOCC ACTION. Approval of agreements, 9/29/92,10/18/95,1/17/96,4/14/99
CONTRACT/AGREEMENT CHANGES: Extends expiration date to 10/31/05.
STAFF RECOMMENDATION: Approval
TOTAL COST: None
BUDGETED: N/A
COST TO AIRPORT: None
COST TO PFC: None
COST TO COUNTY: None
REVENUE PRODUCING: Yes
AMOUNT PER YEAR: $112,702.58 - FY 2001
APPROVED BY: County Attorney X
OMB/Purchasing X
Risk Management X
~+t-
KEY WEST AIRPORT DIRECTOR APPROVAL
Peter J. Horton
DOCUMENTATION: Included X
To Follow
Not Required
AGENDA ITEM #
~<)J7
DISPOSITION:
/bev
APB
MONROE COUNTY BOARD OF COUNTY COMMISSIONERS
CONTRACT SUMMARY
Contract #
Contract with: Republic Parking
Effective Date: 11/1/02
Expiration Date: 10/31 IDS
Contract Purpose/Description: Extension Agreement for Parking Lot Operation at the Key West International
Airport.
Contract Manager: Bevette Moore
(name)
# 5195
(Ext. )
Airports - Stop # 5
(Department/Courier Stop)
for BOCC meeting on: 5/15/02
Agenda Deadline: 5/1/02
CONTRACT COSTS
Total Dollar Value of Contract: Revenue Producing
Budgeted? N/A
Grant: N/A
County Match: N/A
Current Year Portion: N/A
Account Codes: N/A
Estimated Ongoing Costs: N/A
(not included in dollar value above)
ADDITIONAL COSTS
For: .
(eg. maintenance, utilities, janitorial, salaries, etc.)
CONTRACT REVIEW
Date In
Changes
Needed
Yes No
~_I-
( ) ( )
( ) (- )
) ( --)
) ( )
Reviewer
?~r+
\ \ \ ( Prter H~. rton,
~ oj ). l' ,( \ It... .
,Wayne Robertson
. . \ ,/i'~-~",-.JL':,/
Date Out
Airport Manager
.4.. I (~ / 0"2-
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~rr/~'L
Risk Management
..i-/~~
U I --t'. 7
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I.LIJ.!j (, ,)
County Attorney
/JJ. .' L Sheila Barker
( 1(, Q[) W 01 f'€-
Rob Wolfe
,
:1 --a r-'l
'::L! Lit c/-!....-
~/O~
O.M.B./Purchasing
Comments:
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~
,
LEASE EXTENSION AiREEMENT
PARKING LOT
REPUBLIC PARKING SYSTEM, INC.
I .
THIS LEASE EXTENSION agreement is to a lease for the operation of a commercial parking lot at
Key West International Airport that originally commenced on November 3, 1992, and amended in 1993, 1995
and 1999, collectively the original lease copies of which are attached and made a part of this extension
agreement, and is entered into by and between Monroe County, a political subdivision of the State of Florida,
Owner of KWIA, hereafter Owner, whose address is 3491 South Roosevelt Blvd, Key West, FL 33040 and
James C. Berry d/b/a Republic Parking System, 1600 Republic Centre, Chattanooga,'TN 37450, hereafter
Operator.
I
WHEREAS, the original lease agreement has been mutually beneficial to both parties; and
WHEREAS, the Owner and Operator desire to extend the lease for an additional three terms; now,
therefore,
IN CONSIDERATION of the mutual promises and benefits set forth below, the parties agree as
follows:
1.
The term of the original lease is hereby extended through October 31, 2005.
2.
eft ect.
In all other respects the terms and conditions of the original lease remain in full force and
3. This lease extension will take effect on the signature date of the last party to execute this
lease extension agreement.
IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first
above written.
(SEAL)
ATIEST: DANNY L. KOLHAGE, CLERK
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
By
Deputy Clerk
By
Mayor/Chairperson
By
Title
REPUBLIC PARKING SYSTEM, INC.
By ! J'~A~
Title 1tICE CHA RMAN
APPROVED
AND LEGAL ~rI:IO FORM
8~~~
DATE~_ ~~.~
--
jdairrepublicX
-
-.".a:1Jala\1
. ':0
I.
~7' .,
RENEWAL OF THE PARKING lOT MANAGEMENT AGREEMENT
FOR KEY WEST INTERNATIONAL AIRPORT
THIS RENEWAL AGREE,MENT is entered into by and between the Board of County
Commissioners of Monroe County, Florida, the owner of Key West International Airport (the
Owner), and James C. Berry d/b/a Republic Parking System, having its office and principal
place of business at 1600 Republic Centre, Chattanooga. Tennessee 37450 (the Operator),
WHEREAS. the Owner and the Operator entered into an original parking lot
management agreement for Key West International Airport (KWIA) that commenced on
November 3, 1992 and will end on October 31, 1995; and
WHEREAS. para. 1.02 of that agreement, among other things, authorizes the
Operator to renew the agreement for an additional two-year period if the Operator notifies
the Owner not less than 180 days prior to October 31. 1995 of the Operator's intent to
renew; and
/
!
WHEREAS, the Operator failed to timely notify the Owner of the Operator's intent to
renew; and
WHEREAS, the Owner desires to waive the Operator's failure to provide timely notice
of intent to renew but also, ,desires to alter the insurance requirements and update the
description of the parking lot facilities described in the original agreement; now, therefore,
IN CONSIDERATION of the mutual covenants and promises set forth and for good
and valuable consideration that the parties expressly acknowledge receiving, the parties
agree as follows:
,I
1. The County waives the failure of the operator to timely request a renewal of
the original agreement.
.~
..../1
.,
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"
"
2.
The parties hereby agree to renewal of the original agreement, as amended
on September 29, 1993, for an additional two-year term beginning on November 1, 1995
and ending on October 31. 1997. All the terms, duties and obligations of the original
agreement as amended will remain in full force and effect during the renewal period
except:
a.) The map depicting the parking facilities (E>mibit A in the original
agreement) is superseded and substituted by a new Exhibit A which is attached to this
renewal agreement and made a part of it.
b.) The Operator's insurance requirements set forth in paragraphs 8.02
and 8.03 of the original agreement are substituted and superseded by the insurance
requirements set forth in Exhibit B. Exhibit B is attached to this renewal agreement and
made a part of it.
3. This renewal agreement will become binding on the parties on the date of
)"
the signature of the last party to sign. 4
IN WITNESS WHEREOF. each part has caused this agreement to be executed by its
duly authorized representative.
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
ByRuLlJ~M~)
Date: /ql/ij95
BOARD OF COUNTY COMMISSIONERS
~~
By
(CORPORATE SEAL)
~~~D O.~Hbnw
s . S~cretrg
Date: \~, \~- q
p/wolfe/parking
By
/V/ oJ/' v_
.
"
GRANT. OF ADDITIONAL THREE-YEAR OPTION TO REPUBLIC
PARKING SYSTEM FOR THE PARKING LOT MANAGEMENT
AGREEMENT AT KEY WEST INTERNATIONAL AIRPORT
THIS OPTION AGREEMENT is entered into by and between the Board of COunty
Commissioners of Monroe County. Florida. the owner of Key West International Airport
(the Owner) and James c. Berry d/b/a Republic Parking System, having its office and
principal place of business at 1600 Republic Centre, Chattanooga. Tennessee 37450
(the Operat<?r).
WHEREAS. the Owner and the Operator entered into an original parking lot
management agreement for Key West International Airport (KWIA) that commenced
on November 3. 1992. was amended on September 29. 1993. and was renewed for two
additional two-year terms beginning on November 1. 1995 and ending on October 31,
1999;
WHEREAS. the 1992 agreement. as amended in 1993 and renewed and further
amended in 1995 and 1997. has been mutually beneficial and profitable to both
parties; and
WHEREAS. it is in the mutual interest of both parties that the Operator be granted
a three-year option to renew the agreement when the present term expires in 1999;
now, therefore.
IN CONSIDERATION of the mutual covenants set forth and for good and
valuable consideration that the parties expressly acknowledge receiving, the parties
agree as follows:
,I
..
1 .) The Owner grants to the Operator a three-year option term beginning at
the end of the presert renewal term (October 31, 1999) . To exercise the option, the
Operator must notify the Owner in the manner provided in sec. 1.02 of the original 1992
agreement.
'.
,
2.) During the three-year option term authorized in this option granh''the
origina!J-99,~of(eement. as amended in 1993 and as amended in the 1995 and 1997
,r// ,': ;.... .. _ ,,~ I
re~1B1Jl~~e~.e~s, will be and remain in fuli force and effect.
1!J~. ~._..J \.~~.~ I,;
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(S '1~~~ ~-".~t~:.. ,.
ATT T:-~NN1 . OlHAGE. CLERK
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By "B~~~~.<>",
Deputy CI
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
. .. ~ ~~
B~ .b~...aJ 'N"t..-~ ~ - "
Mayor/Chairman
Date:
(Corporate Seal)
ATTEST:
By 41({u~~ 11'd~
Secretary
Date: 3!gJtf<7
I
By
pcon/republic.doc
APPROVED AS TO FORM
AND LEGAL SUFFICIENCY
~~
ROBERT N. WO
County Attorney's Office
I
DATE: '2 - /9- 9;;'
.I
?
ADDENDUM TO oMANASEMENT AGREEMENT
j
THIS ADDENDUM to the original Management Agreement, dated
October 27, 1992, is hereby made and entered into this l)q~ day
of <I.~~ 1993, by and between the Board of County
Commis s ioners of Monroe County, Florida, "Owner, tI and James C.
Berry, d/b/a/ Republic Parking System, whose address is 1600
Republic Centre, Chattanooga, TN 37450, the "Operator,tI is hereby
amended as follows:
AR;TICLE IV
REIMBURSEMENT AND COMPENSATION TO OPERATOR
4.01 Management Fee. The Owner shall pay the Operator a
Management fee of $950 per month, payable on the first day of the
. -
month in advance. - In addition, the Owner shall pay the Operator
a monthly fee of $200 for data processing simultaneously with the
Management fee. Exhibit tlD" to the original-Management Agreement
shall be altered to exclude the yearly $2,400 data processing
charge from (2) Operating Budget to (1) Management fee.
In all other respects, the original Management Agreement
shall in full force and effect.
IN WITNESS WHEREOF, the parties hereto have caused this
Lease to be executed as of the day and year first above written.
(SEAL)
Attest: DANNY L. KOLHAGE, Clerk
By ~.l c. ~Jt1<2nt.,4
eputy C e
(CORPORATE SEAL)
Attest:
BY~~l!t1(JVU 1-
ecretary
airiiparking
BOARD OF COUNTY COMMISSIONERS
OF MON COUNTY, FLORIDA
'.'~
By
,. -
, --
/V Q, TI PI CA Tl0N ~ 6vP / ()./ 3d ~l
~~~~
GRANT OF ADDITIONAL TWO-YEAR OPTION TO REPUBUC
PARKING SYSTEM FOR THE PARKING lOT MANAGEMENT
AGREEMENT AT KEY WEST INTERNATIONAL AIRPORT
,
THIS OPTION AGREEMENT is entered into by and between the Board of County
Commissioners of Monroe County, Florida, the owner ot Key West International Airport
(the Owner) and James c. Berry d/b/a Republic Parking System, having its office and
principal place of business at 1600 Republic Centre, .Chattanooga, Tennessee 37450
(the Operator).
WHEREAS, the Owner and the Operator entered into an original parking lot
management agreement for Key West International Airport (KWIA) that commenced
on November 3, J 992, was amended 0 September 29, 1993, and was renewed for
another two-year term beginning on November 1, 1995 that ends on October 31, 1997
with additional amendments;
WHEREAS, the 1992 agreement, as amended in 1993 and renewed and further
amended in 1995, has been mutually beneficial and profitable to both parties; and
WHEREAS, it is in the mutual interest of both parties that the Operator be granted
a two-year option to renew the agreement when the present term expires in 1997; now,
therefore,
IN CONSIDERATION of the mutual covenants set forth and for good and
valuable consideration that the parties expressly aCknowledge receiving, the parties
agree as follows:
.1
1.) The Owner grants to the Operator a two-year option term beginning at I
the end of the present renewal term (October 31, 1997). To exercise the option, the
Operator must notify the Owner in the manner provided in sec. 1.02 of the original 1992
agreement.
2.) During the two-year option term authorized in this option grant, the
original 1992 agreement as amended in 1993 and as amended in the 1995 renewal
agreement will be and remain in full force and effect.
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
By ~.lh tJn~-r4~
Deputy CI~'O
Date: J/I'l/9'
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FL~IDA
By cS'~..J~
Mayor/ airman
(Corporate Seal)
ATTEST:
By ~hqn 0... ~L!'m!J
Secretary
Date:~~rnOO) 4 \Qq!)
, .
pcon/repubfic.doc
APPROVED AS TO FORM
AND LEGAL SUFFICI N
B
ROBERT N. W E
County Attome s Office
DATE: II.... Z:2 -'f s-
2
MANAGEMENT A.GREEMENT
~GREEMENT is made and entered into this A,-?r~
day of ~--. ~ 1992, by and betweeo the Board of Coumy
Commissioners of Monroe County, Florida acting on behalf of Key West
International AirpOrt, (hereinafter referred to as "Owner"), and James C.
. .,
Berry d/b/a Republic Parking System, having its 9ffice an? principal place of
business at 1600 Republic ConlIe, a.attaoooga, Tenne"ee 37450,
(hereinafter referred to as the "Operator").
,
WITNESSETH
WHEREAS, Owner owns and Operates the Key West International
Airport (hereinafter referred to as the "Airport"); and
WH~REAS, Operator is engaged in the business of opera ling public
parking facilities; and
I
.I
WHEREAS, Operator was selected to operate certain parking facililies
at the Airport; and
WHEREAS, Operator has indicated a willingness and demonslraled
the ability to properly operate and manage said Airport parking facilities in
accordance with the terms of this Agreement.
NOW, THEREFORE, in consideration of the premises and of the
mutual covenants herein comained, and for such other good and valuable
consideration, the receipt nf which the parties hereby expre"ly acknOWledge,
the pallies hereto covenant and agree to the fallowing terms and conditions.
ARTICLE I
TERM OF AGREEMENT
1.01 Term. The initial term of this Agreemem shall be three (3)
years commencing On the 3rd day of November ,1992
(Commcncemcm Date) and terminating at Midnight on the 31,t day
of October , -.1995
"
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1.02 Qmi.o.n. Provided Operator has fulfilled all conditions of this
Agreement, Operator shall have the option to renew this Agreement for a
single two (2) year option period beginning at the end of the initial term. In
the event Operator exercises its right to renew, it shall so notify Owner by
providing written notice to Owner not less than one hundred eighty (180) days
prior to the scheduled termination date of the initial term. Such notice shall
include any Operator requested modifications to ~erms and conditions, if any,
of this Management Agreement Failure of the Owne~ to respond to the
Opera tor within sbcty (60) days shall automatically constitute acce ptance of the
renewal modifications.
ARTICLE II
FACILITIES AND OPERATIONS
2.01 I Description of Privileges. Uses and Rights. Owner hereby
makes available to the Operator for management and operation:
I ~
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All paid public vehicle parking facilities serving Key West International
Airport, located within the terminal building area, upon terms and conditions
hereinafter set forth.
Except as expressly set forth, nothing herein contained shall be
construed to grant to Operator the right to use any space or area improved
or unimproved which is exclusively leased to a third party, or which Owner has
not granted herein.
2.02 Description of Facilities. The Facilities shall encompass the
vehicle parking areas serving the main terminal, exit booths, control devices,
entrances, exits, and other improvements, including the Long Term and
Metered Parking Lots as more particularly described on Exhibit "A" dated
, attached hereto and made a part hereof.
In the event Owner, prior to termination of the Agreement or any
renewal thereof, shall vacate, move,. re-establish, or materially alter the
entrance to the Terminal Building or Airport grounds, or take any other
action resulting in the necessity of a new parking lot and the relocation of
parking equipment and cashier booths, or should the Airport Terminal
Building or airport runways be relocated to an area other than immediately
adjacent to the now-existing Terminal Building resulting in the necessity of a
new parking lot area, then in such event, Owner shall provide Operator a
comparable parking facility with all parking equipment and cashier booths
relocated at no cmt to Operator.
2.03 Improvements Installed. Operator agrees to make the
improvements and installations as outlined on Exhibit liB" attached hereto.
This will include all installation of new equipment including but not limited to
automatic ticket dispensers, automatic gates, fee computer, control booth, and
parking meters. Title to any and all equipment and improvements as defined
in Exhibit "B" shall vest in Owner upon installation and completion. Operator
shall not pay any ad valorem taxes which ma~ be addressed against the
demised premises or improvements thereon.
ARTICLE III
GROSS REVENUES AND REPORTS
3.01 General. Monies payable by Operator to Owner shall include
all parking fees inclusive of sales tax, if any. Dishonored checks, uncollectible
I
or uncollected fees and other bad dt:bts shall not be included in Gross
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Revenues, provided that such transactions were processed utilizing procedures
accepted and approved by the Owner. Monies which might be otherwise due
from stolen vehicles or vehicles abandoned in the F3cilities shall not be
included in Gross Revenues, except to the extent monies are actually
collected. Operator may accept personal checks or credit cards for payment
under such terms and conditions as may be approved by Owner for handling
such payments.
3.02 Deposits. As soon as practical, but no later than the next
banking day following receipt of any Gross Revenues hereunder, the Operator
shall cause to have deposited said Gross Revenues in an account of and to the
credit of the Owner. It shall be considered that the Owner has come into
possession of the Gross Revenue only when the Owner has received the
duplicate deposit slip, properly certified by a cashier or officer of the
depository bank.
3.03 Reports. Operator shall provide Owner, in a form and detail
satisfactory to Owner, the following reports including but not necessarily
limited to:
A Daily report of Gross Revenues and the duplicate
deposit slip.
B. Monthly activity and Gross Revenue summaries.
.' .
3.04 Accounting Records. Operator shall keep, throughout the entire
term of this Agreement or any extension thereof, all books of account records
customarily used in this type of operation, and as from time to time may be
required by Owner. Such books of accounts and records shall be retained and
available for such period of time as provided herein unless otherwise approved
by the Owner. The Owner, at all times, throughout the term of this
Agreement or any extension thereof, shall have th.e right t~ audit and examine
during normal working hours all such records and books of account relating
to the Operator's 9peration hereunder, provided that the Operator shall not
be required to retain such books of account and records for more than one
(1) year after the end of each year of this Agreement.
3.05 ~. Operator shall prepare and submit to the Owner for
review and approval an overall annual operating budget, listing all anticipated
reimbursable; costs required for the fl,.st year. Thereafter, annually, no later
than 30 days prior to each year of the Agreement, Operator shall submit a
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new annual operating budget for review and approval by the Owner. The
approved annual operating budget may be increased or decreased by the
Owner from time to time, but only if and to the extent that the Owner, in its
. reasonable discretion, deems such revisions necessary and appropriate under
. this Agreement.
The costs of bonds and insurance, specifically required pursuant to this
Agreement, and any expense for deductible loss sustained by the Operator
where such insurance policy includes a deductible limit approved by the
Owner are reimbursable. The Owner shall approve all of the expenses
contained in the budget. Only expenses approved by the Owner as set forth
in the budget approved by the Owner, may be reimbursed to the Operator by
the Owner.
Notwithstanding the foregoing, unles5 Operator is notified in writing by
the Owner that the operating expense associated with the purchase or
performance of certain goods or services will be incurred by the Owner, all
operating expenses shall be reimbursed by Owner to Operator at Operator's
cost, plus sales tax, if any, in accordance with Article 4.02 herein below.
"
ARTICLE IV
REIMBURSEMENT AND COMPENSATION
TO OPERATOR
(See 1st year operating Pro Forma "Exh1bit" D)
4.01 Management Fee. The Owner shall pay the Operator a
Management Fee of $950.00 per month, payable. on the 1st day of the month
in advance.
In addition to the Management Fee, beginning November 3, 1992, an
incentive bonus shall become effective based on the evaluation of the
operation by the Airport Director and payable on a quarterly basis. Such
evaluation shall use 2.5% (two and one-half percent) of the gross as a basis
to determine the amount of bonus to be paid to the Operator. The Bonus
Evaluation Form to be used is attached as Exhibit tIC',
4.02 Orerating Expenses. All operating budgeted expenses incurred
I
by Operatdr in the opera:il)n uf the Facilities, which are specifically approved
by the Owner, plus start-up expenses, shall be reimbursed by Owner to
Operator at the Operator's cost within ten (10) days from receipt by the
Owner of a monthly "Expense Invoice(s)" from the Operator, certified by an
officer of the Operator. Expense invoices for payroll and payroll related costs
may be submitted every two weeks. Expense invoices for other than payroll
and payroll related expenses must be accompanied and supported by copies
of vendor invoices. If any item of expense is disputed or contested, a
statement in writing setting forth the items being disputed and the specific
reasons therefore shall be submitted to the Operator. Owner shall advance
to Operator one-twelfth (1/12) of the operating budget to cover cost of the
operation. Owner shall advance the above sum within thirty (30) days
following the commencement of this Agreement.
The Owner shall not withhold reimbursement for non-disputed items
of expense. Both panies shall in good faith diligently pursue clarification and
resolution of any disputed items within thirty (30) days of receipt of written
notice sent by Owner.
4.03 Capital Equipment Investment (Exhibit B). The Owner shall
reimburse Operator yearly $17,362.00; 1/12 (one-twelfth) of which will be
reimbursed monthly as a pa,fl of operating expenses. Owner shall have the
right to reimburse Operator the entire amount, shown on "Exhibit" 13, on a
lump sum basis, or within one (1) year of the commencement of Ihis
Agreement.
4.04 Other Facilities. The Owner shall have the right to require the
Operator to manage any additional parking facilities not contemplated at the
time of execution of this Agreement, in which event all costs of operation for
such service, including transportation services, shall be made part of the
budget, and all revenues therefrom shall be included in Gross Revenue.
.,
ARTICLE V
GENERAL PROVISIONS
5.01 . Charges. Except as may otherwise be specifically authorized by
the Owner in writing, Operator shall charge all users of the Facilities the fees
or rates for such use established by the Owner. Owner shall have the right to
amend or otherwise change the rate schedule at any time during the term of
this Agreement.
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5.021 Consultation. The Owner reserves the right to call upon the
Operator for parking facility consulting services and advice with regard to the
operation of the Facilities. In such event the travel expenses and costs
incurred, subject to the limits of the existing Owner travel expense policy, shall
be considered a reimbursable item of expense.
ARTICLE VI
OBLIGATIONS OF OWNER
6.01 Maintenance Responsibility. Owner shall maintain all of the
Facilities used by the Operator in good and adequate condition for their
intended use to the extent required by law, including the roofs & exteriors of
all buildings, such as exit booth(s) & offices, and connecting structures,
fencing, concrete, asphalt and macadam paving, sidewalks and walkways, signs
interior and exterior lighting, landscaping, and air conditioning.
6.02 Utilities. The Owner shall provide and pay for all Owner
approved utilities.
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ARTICLE VII
OBLIGATIONS OF OPERATOR
7.01 Maintenance and Repair. Operator shall, be responsible for the
proper maintenance and repair of the Revenue Control System, and of the
interiors of the exit booth. The Operator shall be responsible for keeping the
Facilities, including the parking areas, the entrance and exit areas, and exit toll
booth in a neat and clean condition at all times, except those areas specifically
maintained and cleaned by the Owner. The Operator shall notify the Owner
of any areas requiring immediate maintenance and/or repair upon discovery
of such items. The cost of such repairs and maintenance shall be
reimbursable to Operator.
7.02 Personnel.
A The management, maintenance, and operation of the
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Facilities shall at all times be under the supervision and direction of a
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full-time, qualified, competent resident Facilities Manager who shall be
subject to the direction and control of the Operator.
B. Operator agrees that its employees shall be of adequate
number and competently trained so as to properly conduct the
operation of Facilities; sufficient staff shall be provided to operate the
toll booth in a first-class manner, to meet all reasonable demands of
the public and to prevent Customers from waiting in line for a period
in excess of eight (8) minutes, unless otherwise specified by the Owner.
The Operator shall make every reasonable effort to schedule
employees so as to minimize or avoid the payment of overtime,
recognizing, however, that the intent of this Agreement is to provide
a high level of service to the user of the Facilities.
C. All employees shall be required to wear the appropriate
uniform at all times when on duty. Operator agrees to ensure that the
employees and uniforms are clean and neat, and that the employees
present a professional appearance at all times. Operator shall cause
all of its employees to conduct themselves at all times in a courteous
manner toward the public and dispense with the services of any
employee deemed by the Owner to be detrimental to the Airport.
D. Operator, its agents, employees, or suppliers shall not block
"
any arens used for ingress and egress by Airport traffic unless rcquired
in an emergency, and further, shall not interfere with the acti'..ities of
Owner, its ilgCnts or employees, or any Airport tenant.
7.03 Cleanliness of Premis~. The Facilities and all equipment and
materials used by Operator shall at all times be clean, sanitary, and free from
rubbish, and other refuse.
7.04 Operations.
A The hours of operation shall be from 5:00 A.M. to midnight,
seven (7) days per week, 365 days per year. Additional coverage will
be as needed and approved by the Director of Airports. These hours
are subject, to change as airline schedules change to provide coverage
of airline flights.
B. The Operator shall be responsible for the colle~tion of all
monies from the Metered Parking area, the collection of which will be
made at a prearranged time to be agreed on by the Operator and the
Owner. The monies from which will be included in the Gross
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Revenues as Outlined above.
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7.05 Airport Procedures. Operator agrees to observe and abide by
all procedures, rules and regulations promulgated from time to time by the
Federal Government, Owner or Airport staff concerning security matters,
parking, ingress and egress, and any other operational matters related to the
operation of the Key West International Airport.
ARTICLE VIII
INDEMNTTYflNSURANCE
8.01 Operator shall indemnify, defend, and hold harmless the Board
of County Commissioners, and the Key West International Airport staff and
their authorized agents and representatives, from any and all claims, suits,
losses, or damages for injuries to persons or property of whatsoever kind of
nature, arising directly or indirectly from the act of Republic's agents or
employees.
8.02 Operator will provide and maintain in effect throughout the term
of this Agreement current general liability insurance in the amount of
$1,000,000 combined single limit, personal injury, and $100,000 property
damage.
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8.03 Operator also will provide and maintain in effect throughout lhe
term of this Agreemem, current statutory requircmcllls' of workers'
com pc nsa t ion.
8.04 Operator shall provide the Owner with a current certificate of
insurance that reflects the above insurance requirements and name Monroe
County, Florida as an "additional insured" on all policies, excepting workers'
compensation.
ARTICLE IX
RELATIONSHIP OF THE PARTI~
.,
9.01 Operator is and shall be deemed to be an independent contractor
and operator responsible to all parties for its respective acts or omissions, and
Owner shaH in no way be responsible therefore. Neither the Operator nor
any of the officers, agents, or employees of the Operator s.hall be deemed to
be employees of the Owner for any purposes whatsoever.
I ARTICLE X
TERMINATION OF AGREEMENT. CANCELLATION
ASSIGNMENT & TRANSFER
10.01 Termination. This Agreement shall automatically terminate and
expire at the end of the term, as set forth in Article I hereof. Upon the
termination of this Agreement, through passage of time or otherwise, the
Operator shall aid the Owner in all ways possible in continuing the business
of operating the Airport public parking facilities uninterruptedly.
10.02 Owner's Rieht of Cancellation. Owner may cancel this
Agreement by giving Operator thirty (30) days advance written notice, to be
served as hereinafter provided, upon the happening of anyone of the
following events:
(1) The filing by Operator of a voluntary petition for
bankruptcy.
(2) The institution of proceedings in bankruptcy against
Operator and adjudication of Operator as a bankrupt
pursuant to said proceeding.
(3) The taking by a Court of jurisdiction of Operator and its
assets pursuant to proceedings brought under the
provision of any federal re-organizational acts and said
)'[occeding is net dismis~ed. diScontinued or vacated
within thirty (30) days.
(8)
I
I
(4) The appointment of a receiver of Operator's assets and
the receivership shall not be set aside within thirty (30)
days after such appointment.
(5) The divestiture of Operator's estate herein by operation
of law.
.,
(6)
The abandonment by Operator of the Facilities, or of its
business operations thereon.
. (7)
The conduct of any business or performance of any acts
not specifically authorized herei.n and said business or
acts do not cease within thirty (30) days of receipt of
written notice by Owner to cease said business or acts.
The default in the performance of any of the covenants
..
and conditions required herein to be kept and performed
by Operator and said default is not cured within thirty
(30) days of receipt of written notice by Owner to do so,
or if by reason of the nature of such default, the same
cannot be remedied within thirty (30) days following
receipt by Operator of written demand from Owner to
do so, Operator fails to commence the remedying of
such default within said thirty (30) days following such
written notice.
10.03 Assignment. Transfer. and Subcontracting. Operator shall not,
in any manner, assign, transfer, mortgage, pledge, encumber or otherwise
convey an interest in this Agreement, nor contract the services permitted
herein or any part thereof, without the prior written consent of Owner. Such
consent can be withheld for any reason or for no reason at all. Any such
attempted assignment, transfer, or subcontract without Owner approval shall
be null and void. In the event Owner consents in writing as aforesaid,
Operator shall have the right to the extent permitted by Owner's consent to
subcontract or assign all or any portion of the permitted services, provided
that any such subcontract or assignment shall be limited to only the same
purposes as are permitt~d under this Agreement. Any such subcontract or
assignment shall be subject to the same conditions, obligations and terms as
.'
set forth herein and Operator shall be fully responsible for the obsen:ance by
its subcontractors of the terms and covenants contained in this,Agreemt:1l1.
Notwithstanding anything herein to the contrary, in the event of an approved
subcontract, Operator shall remain primarily liable to Owner for fulfilling all
obligations, terms and conditions of this Agreement, throughout its entire
term.
ARTICLE XI
ALTERATIONS OR ADDITIONS AND SIGNS,
11.01 Alterations or Additions. Operator shall make no alterations or
additions to the Facilities constructed thereon, without the prior written
consent of the Owner.
11.02 Signs. No signs, posters, or similar devices shall be erected,
displayed, or maintained by Operator in the view of the general public in, on,
or about the Facilities or elsewhere on the Airport without the written
I
approval of Owner, which consent shall not be unreasonably withheld. Any
I .
such signs 'not approved shall be immediately removed at the sole cost and
expense of Operator, upon written notification thereof by Owner.
ARTICLE XII
LA WS. REGULATIONS. PERMITS AND TAXES
12.01 General. Operator expressly covenants, warrants, guarantees
and agrees that throughout the term of this Agreement, Operator shall at all
times be and shall remain in full and complete compliance with all applicable
statutes, regulations, rules, rulings, orders, ordinances, or directives of any kind
or nature without limitation, as same may be amended, of any and all Federal,
State, Municipal or local governmental bodies now or hereafter having
jurisdiction over Operator, Operator's operations conducted under this
Agreement on the Facilities, and over those persons and entities performing
any work or services on behalf of Operator or at Operator's actual or
constructive request. Operator furth~r covenants, warrants, guarantees, and
agrees that it shall comply with all ordinances of Owner, including but not
limited to the "Rules and Regulations", all operational orders issued
thereunder, and any and all other laws, ordinances, regulations, rules, and
orders of any governmental entity which may be applicable to Operator or in
any way to Operator's business operations under this Agreement, as said laws,
,I
ordinances, regubtions, rules, and orders now exist, or are hereinafler
amended, promulgated, or otherwise imposed on Operator by laws.
12.02 Permits and Licenses General. Operator expressly covenants,
warrants, and agrees that it shall, at its sole cost and expense, be strictly liable .
and responsible for obtaining, paying for, maintaining current, and fully
complying with, any and all permits, licenses and other governmental
authorizations, however designated, as may be required at any time
throughout the entire term of this Agreement or any extension thereof by any
Federal, State, or local governmental entity or any court of law having
jurisdiction over Operator or Operator's operations and activities; how~ver,
such costs and expense shall he reimbursed in accordance with Paragraph 4.02
"Operating Expenses".
ARTICLE XlII
GOVERNMENTAL RESTRICTIONS
13.01 Right of Flight. Owner reserves ,unto itself, its successors and
assigns, fdr the use and benefit of the public, a right of flight for the passage
of aircraUt in the airspace above the surface of the real property previously
I
described together with the right to cause in said airspace such noise as may
be inherent in the operation of aircraft now known or hereafter used, for
navigation of or flight in the said airspace for landing on, taking off from, or
operating on the Airport.
13.03 Operation of Airport. Operator expressly agrees for itself, its
sub-lessee, successors and assigns, to prevent any use of the Airport Facilities
which would interfere with or adversely affect the operation, maintenance, or
development of the Airport.
ARTICLE XlV
NON DISCRIMINATION
14.01 Non-discrimination. Operator for itself, its successors in interest
and assigns, as a part of the 'consideration hereof, does hereby covenant and
agree (a) that no person on the grounds of race, creed, color, national origin,
sex, age, or handicap shall be excluded from participation in or denied the use
of said Facilities, (b) that in the construction of any improvements on, over,
or under such Facilities and the furnishing of services, no person on the
grounds of race, creed, color, national origin, sex, age, or handicap shall be
excluded from participation in, denied the benefits of, or otherwise be
subjected to discrimination: and (c) that Operator shall use the Facilities in
compliance with all other requirements imposed by or purSuClnt to Title 49,
Code of Federal Regulations, Department of Transp()rtati(J~, Sulnille A,
I .
Office of the Secretal)', Part 21, Non-discrimination in Federally-Assisted
Programs of the Department of Transportation-Effectuation of Title VI of the
Civil Rights Act of 1964, and as said Regulations may be amended. In the
event of the breach of any of the toregoing non-discrimination covenants,
Owner shall have the right to terminate this Agreement. This cancellation
provision shall not be effective until the procedures of Title 49, Code of
Federal Regulations, Part 21, are followed and completed including exerQse
or expiration of appeal rights.
14.02 Disadvantaied Business Enterprise/Affirmative Action.
Operator acknowledges that the provisions of 49 CFR, Part 23, Disadvantaged
Business Enterprises (DBE), and 14 CFR Part 152, Affirmative Action
Employment Programs are applicable to the activities of Operator under the
terms of this Agreement, unless exempted by said regulations, and hereby
agrees to comply with all requirements of Owner, the Federal Aviation
I
Administration and the U. S. Department of Transportation, in reference
I
thereto. I
ARTICLE XV
NOTICE
15.01 Any notice given under the provisions of this Agreement shall
be in writing and shall be delivered persoilally or sent by certified or
registered mail, postage prepaid to:
Owner:
Mr. Art Skelly
Director of Airports
Key West International Airport
3491 South Roosevelt Boulevard
Key West, Florida 33040
Operator:
Mr. Ron R. McDonald
President
Republic Parking System
1600 Republic Centre
Chattanooga, Tennessee 37450
or such other respective addresses as the parties may designate to each other
in writing from time to time. ~otice by certified or registered mail shall be
deemed given on the date that such notice is deposited in a United States Post
Office.
,I
ARTICLE XVI
PARAGRAPH HEADINGS
16.01 The headings of the various article and sections of this
Agreement, and its Table of Contents, are for convenience and ease of
reference only, and shall not be construed to define, limit, augment or
describe the scope, context, or intent of this Agreement or any part or pa(,ts
of this Agreement.
ARTIeLE XVII
ENTIRETY OF AGREEMENT
17.01 The parties agree that this Agreement sets forth the entire
agreement between the parties, and there are no promises or understanding
other than those stated herein. None of the pro\'isions, terms and conditions
I
contained in this Agreement may be added to, modified, superseded or
I ~
otherwise a1tered except by written instrument executed by the parties hereto.
IT WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the day and year first above written.
MONROE COUNTY BOARD OF COUNTY
COMMISSIONERS (ON BEHALF OF KEY
WEST INTERNATIONAL AIRPORT)
BY: \..u..II~.Ll...,.,'" ~~
DANNY 1.. KOLHAGE, Clerk OWNER
~~~/2'c
TNESS
REPUBLIC PARKING SYSTEM
By:-1-A.~
PRESIDENT -
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WITNESS
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EXHIBIT "Bn
EQUIPMENT INVESTMENT UST
Item Description
33-0751 TD-249 Ticket Spitter
23-7688 G-90 Gate with Omega
Voltage Surge
IBM-!.t684 Fee Computer
Non-reseuable Gate Counter
5' x 9' Booth with Air
Exit Pad (7 x 20 @ 8.00)
Entrance Pad (4 x 20 @ 8.00)
Comrol Loops
Meter Post
Parking Meters - Duplex "76"
Parking Meters - Single "76"
EquIpment Installation
Total Equipment Cost & Installation
Freight
.Sales Tax
Grand Total
,t
.,
Total
5,816.00
5,484.00
300.00
8,500.00
125.00
9,500.00
960.00
640.00
1,250.00
680.00
6,750.00
450.00
1.500.00
$ 41,955.00
1,200.00
2.300.00
$ 45.455.00
EXHIBIT "C'
BONUS BV ALUATION
Score each category from 0 . 10 (10 being highest score). Add all scores to achieve total percentage
attained. Multiply percentage attained by total amount of bonus available to determine actual bonus earned.
SCORE
1. CUSTOMER SERVICE:
3. Responsiveness to Customer commen15/complaints.
b. Customer assistance.
c. Customer waiting in line time reasonable.
2 EMPLOYEEs:
a. Employees neat and in uniform.
b. Employees capable and properly trained.
I
3. OVERALL 1PPEARANCE OF FACILITY:
3. FaciUty clean.
b. Timely notification to Airport of needecl repairs.
4. ACCOUNTING:
a. Bank deposits on time.
b. Reports accurate and on time.
5. TICKET CONTROL:
a. Unaccounted tickets at reasonable levels.
b. Unusual variance fully explained.
6. BUDOET:
a. Submitted on time.
t>. Variance expenditures vs. budget acceptable.
7. LOCAL MANAGEMENT:
a. Staffing at proper levels.
b. Overtime reasonable.
8. HOME OffiCE SUPPORT:
a. Recommendations concerning rates, changes in service. improvements.
9. RESPONSIVENEss TO AIRPORTS REQUESTS AND SPECIAL EVENTS:
10. OVERALL PERCEPTION OF PARKINO OPERATION:
TOTAL POINTS EARNED
POINTS EARNED
1100 =
'J(,.
'FO. GROSS REVENUE = BONUS
.'
EXHIBIT "D"
PRO FORMA FIRST YEAR OPERATING BUDGET PROJECfION
1. MANAGEMENT FEE:
$ 950.00 per month $ 11,400
INCENTIVE FEE:
2.5 % of estimated S 150,000
gross parking revenues 3.750
Total Operator Fees $ 15,150
2 OPERATING BUDGET
Labor
Salaries & Wages $ 38,668
Oveqime & Training 773
Payroll Taxes (11.15%) 4,398
Insurance W/C 3,478
Rect-uiting Expense 150 $ 47,467
General Ex.pense~
Telephone $ 900
Postage 750
Data Processing 2,400
Equipment Maintenance 1,500
Uniforms 750
Travel 1,500
Tickets!Supplies 2,000
Insurance - Liability 971
Insurance - GKLL 219
Depreciation 17.362 $ 28.352
TOTAL OPERATING BUDGET $ ~
3. START-UP EXPENSES $ 2.750
TOTAL ESTIMATED FIRST YEAR'S EXPENSE $~
,I