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Item C09 BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY ! ?.h.. d CI ') MEETING DATE: '1-rJ1tli55. DIVISION: COUNTY ADMINISTRATOR BULK ITEM: YES DEPARTMENT: AIRPORTS STAFF CONTACT PERSON: Peter Horton AGENDA ITEM WORDING: Approval of agreement with Republic Parking System, Inc. for Parking Lot Management fc the Key West International Airport. ITEM BACKGROUND: The current agreement expired October 31,2005. PREVIOUS RELEVANT BOCe ACTION: Approval for Republic to continue Parking Lot Management on a month to month basis pending a new agreement, October 19, 2005. Approval of Republic Parking System operating budget for November 2005 through October 2006, October 19, 2005. Approval of Parking Lot Extension Agreement May 15, 2002 CONTRACT/AGREEMENT CHANGES: Extends expiration date to October 30,2008. STAFF RECOMMENDATION: Approval TOTAL COST: $134,787.00 - FY 2006. COST TO AIRPORT: $134,787.00 COST TO PFC: None COST TO COUNTY: None BUDGETED: Yes SOURCE OF FUNDS: Airport Operating REVENUE PRODUCING: Yes AMOUNT PER YEAR: - $219,900.00 - FY 2005 APPROVED BY: County Attorney X OMS/Purchasing X Risk Management X AIRPORT DIRECTOR APPROVAL ;/+1if- Peter J. Horton DOCUMENTATION: Included X Not Required AGENDA ITEM # DISPOSITION: Ibev APB MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Republic Parking System, Inc. Effective Date: 11/1/05 Expiration Date: 10/30/08 Contract Purpose/Description: Parking Lot Management for the Key West International Airport. Contract Manager: Bevette Moore (name) # 51 95 (Ext.) Airports - Stop # 5 (Department! Stop) I for BOCC meeting on: 11/16105 Agenda Deadline: 11/1105 CONTRACT COSTS Total Dollar Value of Contract: $134,787.00, year Budgeted? Yes Grant: No County Match: n/a Current Year Portion: $134,787.00 Account Codes: 404-63001-530-340 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 Reviewer Date Out Airports Director Ku ILl m:: ) ( "1-) ) ( ) ( ) ( /~ Peter Horton JJLI fLl () 2. RiS~~anagemen~ _/~~ O.M'.13.1Purchasing 10 /J3:J 6-:::: "".-' "._~'.. .' _/~/- Ie 1/:;:/ C '') ~ County Attorney / / --- --Aor.Risk Mana~nt/, '~ "'jf!:L'//A1!>>1 i~', 7iA~n /P/vC . '-'.~ '., ," ~ " - 9 .f ',- , ,for OM~//!> / . q,~-,dvf<,..c-/ /~I (tft-lCAd 0.- County Attorney --.1_1- Comments: LEASE EXTENSION AGREEMENT PARKING LOT REPUBLIC PARKING SYSTEM, INC. TIns LEASE EXTENSION agreement is entered into by and between Monroe Cnunty, a pol, subdivision of the State of florida, owner of Key West International Airport, hereafter Owner, and 10 C. Berry d/b/a Republic Parking System, 1600 Republic (Centre, Chattanooga, TN 37450, here, Operator. WHERHAS, On 3'" day of November, 1992, the parties cntered into a parJcjng Jot managem agreement for the operation of a commercial parking lot at Key West International Airport which, amended in 1993 and renewed and further amended in 1995 and 1997, colJectively the original lea copies of which are attached to this extension agreement and made a part of it; and, WHEREAS, the Original lease agreement has been mutually beneficial to both Parties; and WHEREAS, the lease extension expires on October 3], 2005 but the Parties desire to extend tJ original agreement an additional 3 years; now, tI.erefore, IN (CONSIDERA nON of the mutual promises and benefits set forth below, the Parties agree a. follows: ]. The tenn of the original lease is hereby extended through October 30, 2008. 'tfeet. 2. 1 n all otl'er respects the lem.s and conditions of the original J ease remain in fulJ force and 3. This I ease extension will take eJrect on the signature date of the last party to execute this ase extension agreement TN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first qye written. ~AL) TEST: DANNY L. KOLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA Deputy Clerk By Dixie Spehar, Mayor . /~:~:-~r-~~~~~c.--= ' ~ V . ~ -..;.1.-,:- -L~ 0('1-,,/-,.-:>,__ /"C::: ?/4oc" /r~ REPUBLIC PARKING SYSTEM, INe. By Title ~Y6c""!..'!!i VIC.~'~~ 1 LEASE EXTENSION AGREEMENT PARKING LOT REPUBLIC PARKING SYSTEM, INC. 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 af Florida, Owner of KWIA, hereafter Owner, whose address is 3491 South Roosevelt Blvd, Key West, FL 33040 and James C. Berry d/b/a Rep,ublic Parking System, 1600 Republic Centre, Chattanooga, TN 37450, hereafter Operator. 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, I , IN CONSIDERATION af the mutual promises and benefits set forth below, the parties agree as fo 1I0ws; 1. The term of the original lease is hereby extended through October 31, 2005. 2. effect. 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 th.is lease extension agreement. IN WI}NESS WHEREOF, the parties hereto have set their ~ands and seals the day and year first above written. (SEAL) ATTEST: DANNY L. KOLHAGE. CLERK l/-;"'--"'- " y,-- / Deputy Clerk BOARD OF COUNTY COMMISSIONERS OF MONROE CStJl,{TY, FLORIDA .: } J.f \..V ~, ) " By ~ Mayor/Chairperson By Title REPUBLIC PARKING SYSTEM, INC. By fJ.~ Title VICE CHA RMAN jdairrepublicX APPROVED AND LEGAt ~s TO FORM ~~I/~r:,tr I~N B -"" h/'7"//'.Q:. R ,-q~~ CJ':.,.-'~~ DATE? _ _...c' ('': ~~\. -,,"- , . 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 C6unty 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). I , WHEREAS, the Owner and the Operator entered into on original pari;ing lot management agreement for Key West International Airport (KW1A) thaI commenced on November 3, 1992, was amended on September 29, 1993. and was renewed for two addifiona~ two-year terms beginning on November 1, ] 995 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 o three-year option to renew the agreement when the present term expires in 1999: now, therefore. IN CONSlDERATtON of the mutual covenants set forth and for good and valuable consideration that the parties expressly acknowledge receiving, the parties agree os follows: I - 1.) The Owner grants to the Operator a three-year optic;>n 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 grant ~ 'the origin~!~L9~~OQ!,eement. as amended in 1993 and as amended in .the 1995 and 1997 /. .' ;-. .. . ~ . - re7t,~~~\~~~~~~SI will be and remain in full force and effect. 1'1ffjl '-~ I' ~, ~' _ _I. :,,~'.;' I .;': (S :zm~ i_.f:''-- All" T:~~ ' OLHAGE, CLERK BOARD OF COUNTY COMMISSIONERS OF MONROE COUNTY, FLORIDA '. B~~~ Mayor/Chairman [Corporate Seal) ATTEST: By "i!.u luLl.,~ ,1 ..J,(/~ t Secretary v r Date: 3/P-, )tf~ / By i~ >> .REJ UBLIC PARKING SYSTEM peon/republic,doc APPROVED AS TO FORM AND LEGAL SUFFICIENCY ~~ ROBERT N. WOL.Pt County Attomey's Office I DATE:? - / 9- 9'7 ... ') RENEWAL OF THE PARKING LOT MANAGEMENT AGREEMENT FOR KEY WEST INTERNATIONAL AIRPORT THIS RENEWAL 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 Operator). WHEREAS, the Owner and the Operator entered into an original parking, 'l?t management agreement for Key West International Airporl (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. ~" , 2 I 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 [Exhibit A in the original agreement) is superseded and substituted by a new Exhibit A which is attached to this renewal agreement and made a pari of it. , , b.) The Operator's insurance requirements se~ forth in paragraphs 8.02 and 8.03 of the original agreemenl 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. IN WITNESS WHEREOF, each part has caused this agreement to be executed by its duly authorized re'presentative. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK By .@4Ji!::~i~) puty erk Date: /~//f19 5 cJ By (CORPORATE SEAL) ~;EST:~~m Q. ~I\W ~S . S~cretlS Date: \~- \:J- q p/wotfe/paOOng AWRovm AS;ro F/"'~1 c.AN1lLE&J.. sl1Fi:r~'''- ADDENDUM TO .MANASEMENT AGREEMENT j _.- THIS ADDENDUM to the original Management Agreement, dated October 27, 1992, is hereby made and entered into this l1Y1th day of ~Lrk~ 1993, by and between the Board of County Commissioners of Monroe- County, Flo~ida, "Owner," and James C. Berry I d/b/ a! Republic Parking System, whose address is 1600 Republic Centre, Chattanooga, TN 3745-0, the "Operator," is hereby amended as follows: A~TICLE IV REIMBURSEMENT AND COMPENSATION TO OPERATOR 4.01 Manae:ement Fee. I , The Owner shall pay the Operator a Management fee of $950 per monch, payable on the first day of the - . month in advance. - In addition, the O'Wl1er shall pay the Operator a monthly fee of $200 for daca processing simultaneously with the Management fee. Exhibit liD" 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 pa~ties hereto have caused this Lease to be executed as of the day and year first above written." (SEAL). Attest: DANNY L. KOLHAGE, Clerk BOARD OF OF MO COUNTY COMMISSIONERS COUNTY, FLORIDA ~ J>y ~~c~~!~tU t airiiparking By By !1~1 c. A J~ Depu1:Y Clep1< (CORPORATE SEAL) Attest: ... I.V 01 l 1 r ..../'1 I' "'V ..............."'_. L/vr 1'/ -'" J j ~~;G ~ ~ . GRANT OF ADDITIONAL TWO-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 Commissionel'5 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 37459 I , (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, 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 bo"th parties that the Operator be granted a tvvo-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: .' H- . '. 1.) The Owner grants to the Operator a two-year option term beginning at - 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 1i!uf~~ Iln~ '7':/AJ Deputy Cl~ Date: !//'J/9t BOARD OF COUNTY COMMJSSrONERS, OF MONROE COUNTY, FL~IDA By cS~J~ Mayor/ airman (Corporate Seal) ATTEST : By (bl~~qll (\ . ~~^\WJ ... \ Secretary Date:~ <:..P. m DJh) 4 ,qq:) I REPUBLIC PARKING S STEM pconlrepubf:c.doc APPROVED AS TO FORM AND LEGAL ~ B~ ROBERT N. WQftE County Attorne{s Office DATE: //-- 22 -'7 S- MANAGEMENf AGREIThffiNT THI~GREEMENT is made and entered into this ,r;?"7'-./ day of ("'U~k,- . 1992, by and between the Board of County Commissioners of Monroe County, Florida acting on behalf of Key West Interna'tional Airport, (hereinafter referred to as "Chvner"), and James C. Berry dfbla Republic Parking System, having its offiCe' and principal place of business at 1600 Republic Centre, Chattanooga, Tennessee 37450, (hereinafter referred to as the "Operator"). WITNESSETH WHEREAS, (Nmer owns and operates the Key Wes: lnternational Airport (hereinafter referred to as the "Airport"); and \VHS:REAS, Op:::ralOr is engClged in the business of op~rJlInS publIc parking facilities; and I r WHEREAS, Operator was selected to operate certain parking fJc:ilities at the Airport; and WHEREAS, Operator has indicated a v.iHingness and demonstrated the ability to properly operate and manage s",jd Airport parking bCllilies in accordance with the terr~s cf this Agreement. NOW, THEREFORE, in considertltion of the premises Elnd 0: the mutual covenants herein con~ained, and for such other good and va\ucble consideration, the receIpt of which the parties hereby expressly acknowledge, the parties hereto covenant a,nd agree to the follov..ing terms and conditions, ARTICLE I TERM Ot:' AGREEMENT 1.01 Term. The initial term of this Agreement shall be three (3) years commencing on the 3rd day of Novemher ,1992 (Commencement Date) and termimlting at Midnight on the 31st day of Octob~r 1995 1.02 Option. 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 providif!g written notice to Owner not less than one hundred eighty (180) days prior to the scheduled termination date of the initial term. Such notice shall include any Operator requested modifications to terms and conditions, if any, of this Management Agreeme~t Failure of the Owner to respond to the Operator within sixty (60) days shall automatically constitute acceptance of the renewal modifications. ARTICLE II FACILITIES AND OPERATIONS 2.01 Description of Privileges, Uses <In,-: Rights Olvne, herd)\ I makes available to the Operator for management and operation: I I All paid public vehicle parking facilities servIng Key West InternJlionn~ Ajrport, locnted within the terminal building area, upon terms nnd condi:ions hereinafter set forth. Except as expressly set forth, nothing herein contained shall be construed to gram to Operator the right to use any space or nrea 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 ott:rer improvements, including the Long Term and Metered Parking Lots as more panicularly described on Exhibit "An dated . attached hereto and made a pan hereof. In the event Owner, prior to termination of the Agreement or nny renewal thereof, shall vacate, move, re-establish, or materiall\' 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 jerminal Building resulting In the necessity of a new p:lrking lot area, then in such event, Owner shall provide Orer31o~ a comparable parking fncility \I'jlh all parking equipment :Jnd cnshier bomhs relocated at ho cost to Operator. 2.03 Improvements Installed. Operator agrees to make the improvements and installations as outUned on Exhibit "E" 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" s.hall vest in Ovmer upon installation and completion. Operator shall not pay any ad valorem taxes which may be. addressed against the demised premises or improvements thereon. ARTICLE 1I1 GROSS R)::VENUES AND REPORTS 3.01 General. Monies payo.ble by Operator to Owner shall .include I all parking f7es inclusive of sales tax, if any Dishonored chab, uncollcct1bi:: 0, uncollected fees and Other bad debts shall not be Included in Gross I Revenues, provided that such transactions were processed utiliZing procedures accepted and approved by the Ov.'Iler. Monies which mlght be otherv.'ise due from stolen vehicles or vehicles abandoned in the F::lcililleS shall not be included in Gross Revenues, except 10 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. A5 soon as' practical, but no later than the next banking day following receipt of any Grass Revenues hereunder, the Operator shall cause to have deposited said Gras:; 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 Ovmer has received the duplicate deposit slip, properly certified by a cashier or officer of the depository bank. 3.03 Reports. Operator shall provide Ovmer, in a form and detail satisfactory to Chvner, the following repom including but not necessarily limited to: A Daily report of Grass Revenues and the duplicate de posit slip. B. Monthly activity and Gross Revenue summaries. i 3.04 Accountin~ 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 ret.:ords shall be retained and availabl~ 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 the right to audit and examine during normal working hours aU such records and books of account relating to the Operator's operation 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 Blldvet. Operator shall prepare and submit to the Owner for review and approval an (werall annual operating budget. ljstin~ all anticipnteal · reimbursablr costs required for the fi;-st year" Thereafter, annu311y, no Inter than 3G day;~ prior to each year of the Agree:nenr, Operator shali submit a new annual operating budget for review and approval by the Owner. The approved annual operating budget may be increased or decreased by the Owner from time to time, but only if and to the extent that the Owne:-, in its reasonable discretion, deems such revisions necessary and appropriate under this Agreement Tne costs of bonds and insurance, specifically required pursuant to this Agreement, and any expense for deductible loss sustamec by the Operator where such insurance policy includes ~ deduclible limit approved by the Owner are reimbursable. The Owner :>hall approve all of the expcmes contained in the budg"et. Only expenses approved by the Owne:- as set forth in the budget approvedb)' the Owner, may be reimbursed to the Operato, by the Owner. Notwithstanding the foregoing, unles~ Operator is notified in writing by the Ovmer that the operating expense associated with the purchase or perfonnance of c~rtain goods or services will be incurred by the Owner. all operating expenses shall be reimbursed by Owner to Operator al Operator's cost, plus sales tax, if any, in accordance with Imide 4.02 herem below. ,I ,.- ARTICLE IV REHvfBURSErvrnNT AND COMPENSA TlON TO OPERATOR (See 1st year operating Pro Forma. "Exhibit" D) 4.01 Mana['ement Fee. The Owner shan 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 "C'. 4.02, Oremtin~ :::xp~l1Ses. All operating budgeted expenses incurred by Operator in the opera~i')n wf the Facilities, which are specifically approved by the Owner, plus stan-up expenses, shall be relmbursed 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 Operato:. Expense invoices for payroll and payroll related costs may be submitted every t\\'o weeks. Expense invoices for other than payroll and payroll related expenses must be accompanied and supported by copies of vendor invoices. 1: any item of expense is disputed or contested, a statement in \.\Titing 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 follolNing the commencement of this Agreement. The Owner shall not withhold reimbursement ior non.disputed items of expense. Both panies shall in good faith diligently pu:sue clarification <lnd resolution of any disputed items within thirty (30) days of receipt of written notice sent by Owner. 4.03 CRpital EOl1irmem lnvestment (~xhibit B). The Owner shall reimburse Operator yearly $17,362.00; 1112 (one-twelfth) of which will be reimbursed monthly as a pa,n of operating expenses. Owner shall have the right to. reimburse Operator the e:1tirc 3rn:JUnt, shown on "E."hibit" n. on <l lump sum basis, or within one el) year of the commencc:ment of thiS AgreemenL I .,- 4.04 Other Facilities. The Owner shall "have the right 10 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 transponation services, shall be made part of the budget!. and all revenues therefrom shall be included in Gross Revenue. ARTICLE V GENERAL PROVISIONS 5.01 . Char~es. Except as may otherwise be specifically authoriz.ed by the Owner in writing, Operator shall charge all users of the Facilities the fees or rntes for such use established by the Owner. Ovmer shall have the right to amend or otherwise change the rate schedule at any time dunng the t~rm oI , this Agreement. I I 5.021 Consultation. The Owner reserves the right to call upon lht: Operator for parking facility consulting services and advice with regard to the operation of the Facilities. In such event the travei 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 OBUGA TrONS OF O\lJ"!',~ER 6.01 Maintenance Responsibilirv. OVv'T1er shall maintam all of the Facilities used by the. ~perator in good and adequate condition for their intended use to the extent required by law, including the roofs & exteriors of alt buildings, such as exit booth(s) & offices, ana 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. ,I ARTICLE VII OBLIGATlONS 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 Facilities shall at all times be under the supen'ision and direction of a I full-time, qualified, competent resident Facilities Manager who shall be subject to the direction and contra] of the Operator. B. Operator agrees that its empjo~'ees 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 bootn in a first-class manner, to meet all reasonable demands of the public and to prevent customers from waiting in line for a peflod in excess of eight (8) minutes, unless other.vise 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 !eve I of sernce to the user of the Facilities. C All employees shall be required to we:ar the appropriate uniform at all times when on duty, Operatar 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 O'NTler 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 tmrric unless required in an emergency, ar.d further, shall nOt interfere with the acti':ities of Owner, its ,Igents or efilployees, or any Airport tenanl 7.03 Oeanliness of Premises. The FaciIities and 311 equipment and materials used by Operator shall at all tirp.es be clean, sanitary, and free from rubbish, and other refuse. ?~04 Operations. A The hours of operation shall be from 5:00 AM. to midnight, seven (7) days per week, 365 days per year. Additional coverage will be as needed and approyed by the Director of Airports. These hours are subject to change as airline schedules change to provide coverage of airline flights. B. The Operator shall be responsible for the collection of all monies from the Metered Parking area, the collection of which will be made at a prearranged time to be agreed on by the Operator a~d thj:- , Owner. The monies from which will be mciuded in the Gross I Revenues as outlined above. I / 7.05 Airport Procedures, Operator agrees to observe and abide by all procedures, rules and regulations promulgated from lime to time by the Federal Government, Owner or Airport staff concernmg security malters, parking, ingress and egr~ss, and any other operation;)l matters related to the operation of the Key West International Airport ARTICLE VIII JNDEMNTnr nNSURANCE 8.01 Operator shall indemnify, defend, and hold harmless the Board of County Commissioners, and the Key West International A.irport staff and their authorized agents and representatives, from any and all ciaims, 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 S100,000 property damage. ,t 8.03 Operator also will rrovide and maintain in effect throuf;holll the term of this Agree: menr, curren! SWI ulOry req ulrt: menl~ of wurke rs' comrcnsatioh. 8.04 Operator shall provide the Owner \vith a current certificate of insurance that reflects the above insurance requirements and name Monroe County, Florida as an "additional insured" on all policies, exceptiTlH workers' compensation. ARTICLE IX RELATTONSHIP OF THE P ARTI~ 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 shalt 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. l , ARTICLE X I TERMTNAT10\T OF AGREEMENT. CANCELLATION ASSIGNMENT & TRANSFER 10.01 Termination. This Agreement shall automatically terminate and expire at the end of th:: term, as set forth in lu-ticle I hereof. Upon the termination of this Agreement, through passage of time Or otherwise, the Operator shaH aid the Owner in all ways possible in continuing the business of operating the A.irpon public parking facilities uninterruptedly. 10.02 Owner's Ricrht of Cancellation. Owner may cancel this Agreement by giving Operator thirty (30) days advance written notice, to be s:::rved as hereinafterpfovided, upon the happening of anyone of the fOllOwing events: (I) 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 rrovision of any feder<lJ re.organizational acts and said rrocceding is net dismjs~ed, discontir: :.led or vacated wilhin I flin)' (30) days. ~,.... (4) The appointment of a receiver of Operator's assets and the receivership shall not be set aside within thirty (30) days after such appointment (5) The divestiture of Operator's estate herein by operation of law. (6) The abandonment by Operator of the Facilities, or of its business operations thereon. . (7) The conduct of any business or performance of any acts not specifically authorized herein and said business or acts do not cease within thirty (30) days of receipt of written notice by Chvner to cease said businesso! act~. I I (8) The default in the performance of any of the covennnts and conditions required herein to be kept and performed by Operator and said default is not cured within thirty PO) days of receipt of written no lice by Owner to do sa, 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 se, Operator fails to commence the remedying of such default within said thirty (30) days following such written notice, 10.03 Assignment, Transfer, and Subcomracllng Operator shall nOl, In any manner, assign, transfer, mortgage, pledge, encumber or Olherwist: convey an interest in this Agreement, nor contract the services permitted here!n or any part thereof, without the prior written consent of Owner. Such consent can be withheld for any reason or for no reason at aiL ..\ny such attempted assignment, transfer, or subcontract without Owner approval shall be null and void In the event Owner consents in vrriting as aforesaid, Operator shall have the right to the extent permitted by Owner's consent to subcontract or assign all or any portion of the permitted services, provided that any such subcontract or assignment shall be limited to only the same purposes as are permitted under this Agreement. Any such subcDntract or assignment shall be subject t~ the same conditions, obligations and terms ns set forthhercin and Operator shall be fully responsible for the obser":1:lce by its subcontractors of the terms and covenants contained in thi~. Agreement. I .,~ Notwithstanding anything herein to the contrary, in the event of an approved subcontract, Operator shall remain primanly liable to Owner for fulfilling all obligations, terms and conditions of this Agreement, throughout its entire term. ARTICLE XI AL TERA TTONS OR ADDmONS AND SIGNS, 11.01 Alterations aT Additions. Operator shall make no alterations or additions to the Facilities constructed thereon, without the prior written consent of the Owner. 11.02 SiG'n5. No signs, posters, or similar devices shall be erected, displayed, or maintained by Operator in the view Df the general public i~, on~ - , or about the Facilities or elsewhere on the Airport without the written j approval of Owner, which consent shall not be unreasonably withheld. Any I such signs 'not approved shall be immediately remDved at the sole cost and expense of Operator, upon "'Titten notification thereof by Owner. ARTICLE XlI LA WS. REGTJLATTONS, PERMITS AND TAXES 12.01 General. Operator expr,essly covenants, warrants, guarantees and agrees that throughout the term of this Agreement, Operator shall at all times be and shall remain in ful[ and complete compliance with all applicable sta tutes, regulations, niles, rulings, orders, ordinances, or directives of any kind or nature without limitatio~, as same may be amended, of any and all Federal, State, Municipal or local governmental bodies now or hereafter having jurisdiction over Operata;, Operator's operations conducted under thiS Agreement on the Facilities, and over those persons and entities performing ani 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 sha~l comply with all ordinances of Owner, including but not iimited 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 lO Operator or in any way to Operator's business operations under this Agreement, as said laws, .' ordin<lnccs, regulJlions, rules, and orders now exist, or are hereinafto amended, promulgntcd, or othenvise imposed on Operator by Jaws. I ,- 12.02 Pennits and Licenses General. Operator expressly covenants, , , warrants, and agrees that it shall, at its sale COSt and expense, be strictly liabl(: 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 throug11Out the entire term of this Agreement or any extension thereof by any Federal, State, or local governmental entity or any court of law havmg jurisdiction over Operator or Operator's operations and activities; however, such costs and expense shall he reimbursed in accordance with Paragraph 4.02 "Operating Expenses", ARTICLE XIII GOVERNMENTAL RESTRICTIONS 13.01 Ri~ht of Flight. Owner reserves unto itself, its successors 1nd assigns, fdr the use and benefit of the public, a right of night for the passngc of aircratlt 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 ll~ed, for navigatIon of or flight in the said airspace for landing on, taking off frorr" or operating on the Airport. 13.03 Oper~lion of Airport Operator expressly agrees for itself, its sub-lessee, successors and assigns, to prevent any use of the A..irpor! Facilities which would interfere with or adversely affect the operation, maintenance, or development of the Airport. ARTICLE XIV NON DISCRIMINATION 14.01 Non-discrimination. Operator for itself, its 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 origm, sex. age, or handicap shall be excluded from panicipation 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 exduded from panicipation in, denied the benefit~ of, or otherwise be subjected to discrjmination~ and (c) that Operator sh,JlI use the F<lcilities 111 compliance with all other requirements imposed by or pursuant to Tille 49, Code of Feldera! Regubliom, Dc:partmenl of Tr;,nsp:Jrl;Jti()~, SlIh.illc ^, -- Office of the Secretary, Part 21, Non-discrimination in Federally-Assisted Programs of the Department of Transponation-Effcctuation 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 tore going 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 Regu13tiom, Part 21, are followed and completed including exerc:jse or expiration of appeal rights. 14.02 Disadvanla~ed Business Enterprise/Affirmative Action. Operator acknowledges that the provisions of 49 eFR, Part 23. Disadvantaged Business Enterprises (DBE), and 14 CFR Pan 152, Affirmative Action Employment Programs are applicable to the activities of Operator under the terms of this Agreement, unless exempted by said regulations, and _here,tly, agrees to comply ....ith all requirements of Owner, the Federal Aviation I Administration and the U. S. Department of Transportation, in reference f thereto. r ARTICLE xv NOTICE 15.01 Any notice given under the provisions of this Agreement shall be in writing and shall be delivered persoilally or senl 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 panies 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 Orfice. .' ARTICLE XVI ' PARAGRAPH HEADINGS 16.01 The headings of the various article and sections of this Agreem~nt. and its Table of Contents, are for convenience and ease of reference only, and shall not be conl>trued to define, limit, augmenl or describe the scope, conte:r;t, or intent of this Agreement many pan or pacts of this Agreement ARTICLE XVII Ef\,rorTRETY OF AGREEMENT 17.01 The parties agree that Ihb Agreement sets forth the entm: agreement between the panies, and there are no promises or underst~ndlng I other than those stated herein. None of the proviSIons, lC~rms and conditions I contained in this Agreement may be added to, modified, superseded or I otherwise ahcred except by written instrument executed by the panies hereto. IT WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day aild year first above wTHlen. MONROE COUN'TY BOARD OF COUNTY COMMISSIONERS (ON EEHALF OF KEY WEST INTERNATIONAL AIRPORT) . .. ~\ BY: \..u~~~~ ~~ DANNY 1.. KOLHAGE, Clerk OWNER a~/2/ TNESS REPUBLIC PARKlNG SYSTEM BY: ,~.~- PRESiDENT ,f I WTTNESS 7PPROvro A~ TO ,onu \ ( ~~I:;l_lC':::;'J ~UF(lCfCfJCY. , >i < -l " of oj .> :z: o o <: ~ ~ 1-1 (;') ::r: H ~ ~ 1-1 :z: (;') >- ~ > I r .-- ~ I .. !-Ii 'to '. '. :_'_-: .= K .:.t:.~ . . Yl -- ~. . r. S\ ~ II .:.. ~ .. ti .. \), .. :tl - a' 'n ~; . CJ ~ - ~ - ~ - rr' -. 1\ l! . ii M. ... I . ~. " ~ I . ~ I . 1~ I . :l~". I .r.. -, o\,.'J\ 1 ,. .I.,; '~ . .J'q :I' JI.:l fA. "'I]" !;- .J.-~ J~ - -"'1 if. -:.. - \!;;.: . ..~ J Ii..' - :' '"{' ':'- ':"'- -:' - ~t2 ~ :..-~. fl;,-'~~ : ,- .-- ._. ~ '. , ~. 1\ - "" '- . ~- it. '. -;-~_ - ,~ !\. -1.1-_ J.i III -;lo( - ... ,- F ; ~ ~, __ l.l. ." . : () l\:. " _ _". ~ . ",,:' '.'" f III . '._ ~ ,,-,-}i "'~'-'~ II ;( Ii: .......- - ... f1.' . . '. iii . ;... (f , lit' . j'" '-: ~.- i!-.' :; l:i .'11 --~ -- Lq- -.;. -~. ~ Jrt _. ~ \I .. ....,.....- , - h,i" -lI.._ ~ 'to. __ 2'" ..t -- .~ l EXHIBIT "Bft EQUIPMENT lNVE5TMENT IlST Oua.nt:i~ Item Des.OU nrny 2 33-0751 TD-249 Ticket Spitter 5,816.00 3 23.7688 G.9O Gate with Omega 5,484.00 1 Volragc Surge 300.00 1 rBM~684 Fce Computer 8,500.00 1 Ncn-resettable Gate Counter 125.00 1 5' x 9' Booth with Air 9,500.00 I , 1 Exit Pad (7 x 20 @ 8.00) 960.00 1 Entrance Pad (4 x 20 @ 8.00) 640.00 5 Comrol Loops 1,250.00 17 Meter Post 680.00 15 Parldng Meters. Duplex "76" 6,750.00 2 Parking Meters. Single "76" 450.00 Equipment Installation UOO.OO Total Equipment Cost & Installation $ 41,955.00 Freight 1,200.00 Sales Tax :.300.00 Grand Total $ 45.455.00 .1 . , EXHIBIT "1)" PRO FORMA FIRST YEAR OPERATING BUDGET PROJEcrTON 1. MANAGEMENT FEE: $ 950.00 peT month $ 11,400 INCENTIVE FEE: 2.5 % of estimated S 1~O,OOO gross parking revenues 3.750 Total Operator Fees $ 15,150 2- OPERATING BUDGET Labor I , Salaries & Wages $ 38.668 Oveqime & Training 773 Payroll Taxes (11.15 %) 4,398 Insutance W/C 3,478 I Recruiting Expense 150 $ 47,467 Genera] Expenses Telephone S 900 Postage 750 Data Processing 2,400 Equipment Maintenance 1,500 Uniforms 750 Travel 1.500 TicketslSuppJies 2,000 Insurance - Uability 971 Insurance - G KLL 219 Depreciation 17.362 $ 28.352 TOTAL OPERATING BUDGET $ C8l9 3. START-UP EXPENSES $ 2.750 TOTAL ESTIMATED F1RST YEAR'S EXPENSE $~ ,I EXHIBIT "C BONUS EVALUATION Score each category from 0 . 10 (10 being highest score). Add all scores to achieve tOtal percentage attained. Muhiply percentage attained by total amount of bonus available to determine actual bOnus earned. SCORE 1. ~MERSERVIc:::E.: a. Responsiveness to customer commen~/com!liaints. b. Customer assistance. c. Customer Wilicing in line time reasonable. 2. EMPLOYEES: a. Employees neat and in uniform. b. Employees Clpablc and properly trained. I OVER.All. llPEARANCE OF FACIUTY: J a. FacllJry clean. b. Timely notification to J\Jrporl of needen repam. 3. 4. ACCOID."TINO: a. Bank deposits on time. b. Reports accurate and on time. 5. TICKET COr-.'TROL: a. Unaccounted tickets at reasonable level.:;. b. Unusual variance fuUy explained. 6. BUDGET: a. Submitted on time. b. Variance expenditures vs. budget acceptable. 7. LOCAL MANAGEMENT: . a. Staffing at proper levels. b. Overtime reasonable. 8. HOME OffiCE SUPPORT: a.' Recommendallons concerning rales, changes in service, improvements. 9. RESPONSIVENESS TO AIRPORTS REQUESTS AND SPECIAL EVE.~'TS: 10. OVERAll PERCEPTION OFPARKINO OPERATION: TOTAL POrNTS EARNED POINTS EARNED /100 r:: %' %. GROSS REVENUE = BONUS "