04/24/1991
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MUTUAL RELEASE AND
-91 ~lAY 1{tse~st1:0N OF CONCESSION AGREEMENT
, Thi~i'oe~l~a~r~lease entered into the ~ day of ~L'';_'
1991, l)etween ~fOt~ROE COUNTY, (the County), and APCOA, INC., a
Delaware Corporation, (APCOA), is intended to effect the settle-
ment and extinguishment of obligations as herein designated.
w1i:EREAS, disputes and differences have arisen between the
County and APCOA with respect to that certain Concession
A.greement, dated July 19, 1988, which Agreement is made a part of
this release and incoporated by reference.
A copy of said
Concession Agreement is attached to this mutual release in order
that all such claims, demands, actions, responsibilities, and
liabilities of the respective parties may be ascertained; and
WHEREAS, the parties have agreed to execute thi s mutual
release in settlement of such disputes and differences;
NOW, THEREFORE, in consideration of the mutual relinquish-
ment o:f their respective legal rights with reference to the
above-mentioned disputes and differences, in consideration of the
execution of this mutual release, and in consideration of the
payment by APCOA to the County of Twenty-five Thousand Dollars
$25,000.00), in accordance with paragraph 8 of the parties'
aforesaid Concession Agreement, the County and APCOA agree as
follows:
1. The County and APCOA expressly release the other, its
assigns or other legal representatives from all liability for
claims and demands arising out of the said Concession Agreement.
2. APCOA further indemnifies and holds the County harmless
from allY claims from subcontractors hired by APCOA arising from
this matter.
3. The aforesaid $25,000.00 is presently held in the trust
account of APCOA's attorney and shall be transmitted forthwith to
the County upon the final execution of this document.
4. The final execution date shall be the date of the last
party's signature to this document, and both parties agree to
execute this document forthwith upon receipt. It is understood,
howevel:', that the County 1 s approval of this document must be
pursuant to its presentation to and approval by the Monroe County
Board of County Commissioners.
5. Both the County and APCOA hereby agree that the
aforesa,id Concession Agreement of July 19,. 1988, shall be aIld is
hereby rescirlded, terminated and cancelled as of the date of
final E~xecution of this release and delivery of the aforesaid
funds to the County.
IN WITNESS wrIEREOF, the parties have executed this mutual
relea.se and rescission of agreement upon the signatures and dates
below.
COUNTY OF t.10NROE
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By: ~.~~~.'"~ ~,
~ayor/Cna1rman 0 t~e-;~
of C:ounty Connnissioners of
Monroe County, Florida
(SEAL)
ATTEST: DANNY L. KOLHAGE, CLERK
By:
APCOA, Incorporated
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By: .{L,;, it'., i'lJ II U
tWI - L V t. "/ 1 'Il' .,,*,
(SEAL)
ATTE
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Title: Executive Vice President,
Airport Properties
Title:
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By Auo..ney's Oi;ico
Oats' Ii, i
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,q1~ 'DEe - 5 1988
CONCESSION AGREEMENT
THIS AGREEMEtIT is made and entered into this Ilfeh day of
~T6~ t 1988 t by and between the BOARD OF COUNTY
COMMI. RS OF MONROE COUNTY, FLORIDA (hereinafter referred to
as the "BOARD") and APCOA, INC., a Delaware corporation (herein-
after referred to as "APCOA"),
WIT N E SSE T H:
lVHEREAS, the BOARD, owns and operates the Key .West Interna-
tional .Airport, at Key West, Monroe County, Florida (hereinafter
referred to as the "Airport") having approximately 3.5 acres of
land fo:r parking areas in and about the Airport terminal j and
WHEREAS, APCOA is an experienced, major operator and manager
of airport and other public parking facilities throughout the
United States; and
WHEREAS, the BOARD intends to grant the exclusive right to
APCOA to develop, manage and operate all of the public parking
facilities serving the Airport, and APCOA is willing to operate
such parking facilities.
NOW, THEREFORE, in consideration of the mutual covenants and
agreements herein contained, it is mutually agreed as follows:
1. PREMISES. The BOARD herewith grants APCOA the exclu-
sive right and privilege to operate for the term and upon the
covenants, agreements, and conditions set forth herein, all the
public parking facilities located in and about the passenger
terminal area at the Airport presently served by commercial
scheduled airline operations, or in and about any new passenger
terminal area to which commercial scheduled airline operations
may be changed during the term of this Agreement, or any exten-
sion or renewal thereof, together with any improvements thereon
and all appurtenances thereto, including, but not limited to, the
right of ingress and egress onto the premises from all terminal
access roads (all of which shall hereinafter be referred to as
the "Prlemises").
2. USE AND CONDITION. The Premises shall be used by APCOA
as a parking facility for motor vehicles, and for any other
purpose or purposes incidental thereto, including but not limited
to, the right to erect a sign or signs suitable for advertising
its business, and to place any personal property or trade fix-
tures necessary for such purposes in or on the Premises. The
parties acknowledge that this Agreement is not a lease.
3. DESIGNATION OF PARKING AREAS. The BOARD and APCOA
shall designate by appropriate signs parking areas for (a)
long-term public parking, containing approximately 270 spaces,
(b) short-term public parking, containing approximately 66
spaces, (c) rental car parking, with approximately 60 spaces, and
(d) employees' parking area. The cost of the initial internal
signing shall be borne by APCOA. Said parking areas shall be in
accordance with APCOA Drawing No, 2-3304, dated 3/17188, a copy
of which is attached hereto marked Exhibit "A". APCOA however
shall h.ave no responsibility or obligation for the rental car
concess:ion area.
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4. E~WLOYEE PARKING. Airport terminal employees shall be
permitted to park free of charge in a designated parking area in
the rea:r of the long-term lot.
APCOA shall be responsible for issuing numbered parking
decals to qualified employees. Decals for Airport parking shall
be uniq'ue to the Airport. Decals shall be reissued annually, on
a calendar year basis. Each Airport terminal employee may obtain
one decal, valid only for his or her own use and only when the
employee is on duty at the Airport. The Airport Manager shall be
responsible for verifying the identity and place of employment of
employe4es who reqllcst decals for parking privileges. The Airport
Manager's records shall be available for APCOA's inspection.
Decals shall be void when an employee ceases employment at the
Airport.
Decals must be affixed to the rear-view mirror, or
lower right hand corner of the windshield, or such other place as
the Airport Manager and APCOA shall agree. If a vehicle parked
in the employee area does not display a valid decal, for any
reason, it shall be ticketed and/or towed as applicable. Decals
shall be non-transferable from person to person or from one
vehicle to another. For example, the parking privilege shall not
be honored if (1) a decal is displayed on the car, but the decal
number is registered to a different vehicle, or (2) no decal is
on the car, but the customer claims his or her decal is affixed
to another vehicle in his or her household.
T'he BOARD shall establish rules and regulations that
misuse of employee parking is a violation of law, as follows:
(1) for the first offense, the vehicle shall be ticketed, with a
fine of' at least $25.00; (2) for a second offense, the vehicle
shall be ticketed and towed from the lot, with the owner paying
the fine, towing fee and impound fee; (3) for a third offense by
the same vehicle or person, the free parking privileges for such
vehicle and/or person shall be permanently revoked. All towing
shall be done by a contractor selected and called by the Airport
Manager. Towing fees shall be payable by the employee to the
towing contractor. Fines and impound fees shall be payable to
the BOARD or City of Key West. The Airport Manager will maintain
a record of all violations.
The Airport Manager shall control and enforce the
proper use of employee parking. He will employ persons to check
the employee parking area for valid use. Such persons will be on
duty during the hours each day the Premises are open for parking.
Such persons shall be under the supervision of Airport Security,
and will promptly report violations to Airport Security. Airport
Security will have the lawful power to issue citations. APCOA
personnel will have the right at all tlmes to check the free
parking area for violations, and may report violations to Airport
Securi t~y.
Any employee who parks in an area other than the
designated employee area shall not have his or her permit honored
and must pay parking charges at the posted public parking rates,
regardless of having a valid decal.
The BOARD acknowledges that the allowance of free
parking privileges is an exception to normal airport parking
practices, and that strict control of this privilege and compli-
ance with procedures are material considerations for this Agree-
men t .
s. TERM. The term of this Agreement shall be for a period
of ten (lllT}rears, commencing on the date APCOA occupies and
commenc1es full operations on the Premises. The parties shall
confirm such commencement date in writing. The termination date
shall hie on the last day of the one hundred twentieth (120th)
full calendar month following the commencement date. ~
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6. CONCESSION FEE. APCOA agrees to pay the BOARD each
year during the term hereof an amount equal to the greater of the
following fees:
A. Minimum annual guaranteed fees as follows:
1st year $24,000 6th year $50,000
2n,d year $28,000 7th year $57,000
3rd year $32,000 8th year $67,000
4th year $36,000 9th year $77,000"
5th year $42,000 10th year $87,000
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payable in equal monthly installments, in advance, on the
first day of each month, beginning with the commencement
date (less reimbursements permitted under Paragraph BCD)
below) J or
B.
receipts:
The following percentages of annual gross
21.5% of gross receipts collected each year up to
$150,000.00; plus
41.6% of gross receipts in excess of $150,000.01,
but not in excess of $200,000.00 per year; plus
65.7% of gross receipts in excess of S200,OOO.Ol,
but not in excess of $250,000.00 per year; plus
71.8% of gross receipts in excess of $250,000.01,
but not in excess of $300.000.00 per year; plus
78.1% of gross receipts in excess of $300,000.01
per year.
"Gross receipts" as used herein shall mean all
sums collected by APCOA for the parking of motor vehicles,
whether on an hourly, daily, weekly, or monthly basis,
including without limitation, receipts, if any, from parking
meters, restaurant/bar validations and parking coin machines
less all refunds, discounts, and allowances made by APCOA to
its customers and less any sales, use, excise, occupancy,
gross receipts, or other taxes attributable to such receipts
or to the occupancy of the Premises for the purpose of
parking motor vehicles. APCOA will charge no parking fee
for inspection, maintenance, emergency, or police vehicles
exempt from the payment of parking fees by state law.
1.
2.
3.
4.
5.
Within 45 days after the end of each annual period
d\lring the term hereof, APCOA shall furnish to the BOARD a
statement certified by the Chief financial officer of APCOA
showing the gross receipts from the Premises during the
preceding year and the amount of percentage fee, if any, due
hereunder and simultaneously therewith APCOA shall pay the
BOARD any percentage fee determined to be due.
The term .. annual" and "year" shall mean the twelve
consecutive calendar months beginning with the commencement
date of this Agreement, and each twelve-month period
thereafter. If operations commence on a date other than the
first day of a calendar month, the first year shall begin on
the first day of the next following calendar month but shall
include the preceding partial calendar month.
The minimum annual guaranteed fee set forth in
sub-paragraph (A) above is subject to adjustment in the
event the BOARD fails to rigidly enforce the provisions of
Article 16 herein.
7. UNFORESEEN EVENTS.
A. In the event of an airline strike, airport con-
struction or repair, including but not limited to repair of
roadways or runways, partial or total suspension,of
activities by an commercial airline, including reduction of
a:f.rline flight schedules, governmental laws, rules,
regulations, orders or policies, acts of God, or any other
event or condition beyond the reasonable control of APCOA,
which event or events cause or result in the amount of gross
receipts being substantially reduced, or
B. If, at any time after the first six (6) months of
any lease year have passed, the gross receipts collected to
date plus the gross receipts projected for the remaining
part of such year are not expected to exceed $100,000, then
irl ei ther or both events, APCOA may, upon notice to the
BOARD, elect to have the parties enter into negotiations
regarding a reasonable reduction in the minimum annual
guaranteed fee. Immediately following such notice, both
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parties agree to enter into negotiations in good faith to
reach an agreement as to a commensurate reduction in such
minimum fee, including the period such reduction shall be in
effect. If the parties cannot arrive at a reasonable
adjustment in the fee within thirty (30) days from the date
of said notice, such determination shall be made by
arbitration based upon the reduction in gross receipts by
three disinterested persons, one of whom shall be selected
by the BOARD, one by APCOA, and the third by the two thus
appointed. The decision of the arbitrators shall be final
and binding upon the parties hereto.
In addition, should any of the acts or events
described in sub-paragraph (A) above take place and continue
for more than fourteen (14) days, APCOA shall have the right
to reduce its operations proportionately during the period
such act or event continues.
8. EQUIPMENT AND IMPROVEMENTS.
A. The parties acknowledge that developing the
Airport parking project is anticipated to cost in excess of
$500,000, with the Florida Department of Transportation
funding 50% of such costs, up to $250,000, in accordance
with the Joint Participation Agreement between Monroe County
and the F.D.O.T. for WPI Project No. 6826695. The balance
of such costs in excess of $250,000 will be borne by APCOA.
Notwithstanding anything in subsection A to the
contrary, the Board shall determine the final cost of the
Airport parking project by requesting public bid proposals
for the work in accordance with applicable governmental
statutes and regulations. The Board shall initially
determine the best qualified bid for the Airport parking
project. Upon such determination, the Board shall then
present the bid, together with a copy of the proposed
contract, plans and specifications (the "Contract") to APCOA
for their review and approval. In the event the best
qualified bid to construct the Airport parking project, as
determined by the Board, shall be in excess of ~525,OOO,
APCOA shall have thirty (30) days following receipt thereof,
to accept or reject the proposed bid. If APCOA shall reject
, the proposed bid, APCOA shall, within said thirty-day
period, submit to the Board its proposal for reducing the
cost of the Airport parking project; provided, however, such
proposal shall not significantly alter the character of the
proposed improvements, and further, is acceptable to the
FDOT and other applicable permitting agencies. If the Board
and APCOA fail to agree upon APCOA's proposed cost savings
measures within thirty (30) days following the submittal of
APCOA's proposal to the Board, either party, upon ten (10)
days written notice, may terminate this Agreement, in which
event this Agreement shall be null and void and the parties
hereto shall be released from any further obligations
hereunder.
B. APCOA agrees to reimburse Monroe County, up to
$50,000 for the Monroe County matching share of tile
front-end funding expenditures for those Airport parking
project costs related to preliminary and final engineering
for preparation of construction plans, specifications and
contract documents, including engineering surveys, soils and
materials testing, environmental agency, Planning and
Building Departments, and South Florida Water Management
District permitting (collectively sometimes hereafter
referred to as the "Preliminary Engineering Work"). APCOA
shall remit payment to Monroe County within five (5) days of
receipt of an invoice or invoices for the Preliminary
Engineering Work, certified as true and accurate by an
authorized official of the County. The obligation of APCOA
to reimburse the County shall survive the termination of
this Agreement as permitted in subsection A above; provided,
hOlvever, APCOA shall only be responsible for the Preliminary
4
Engineering Work completed and/or in process on the date.- the
notice of termination under subsection A above is received.
APCOA agrees to pay directly to Monroe County, for
distribution in accordance with the Contract, an aggregate
total of fifty percent (50%) of the final cost (which final
cost includes the cost of the Preliminary Engineering Work)
of the Airport parking project, as determined in accordance
with subsection A above ("APCOA's Allocable Share"). During
the course of the construction of the improvements
comprising the Airport parking project, the County shall,
from time to time, but in no event more than one time each
month, submit an invoice to APCOA, for APCOA's Allocable
Share, or part thereof, together with a certificate by an
authorized official of the county, to the effect that the
invoice(s) represent work and/or materials required under
the Contract and such work and/or materials have been
performed and/or installed in accordance with the Contract.
APCOA shall remit payment to the County for each such
invoice within fifteen (15) days of receipt thereof. Final
payment by APCOA shall be conditioned upon receipt of an
additional certificate certifying from an authorized County
official, certifying that the Airport parking project has
been completed in accordance with the Contract.
C. APCOA shall furnish and install on the Premises
certain equipment and other improvements necessary for the
operation of the public parking facilities, including
entrances equipped with ticket spitters and automatic gates,
six (6) handicapped spaces, counters, vehicle detectors, and
AMANO TM-7IO parking fee computer, space controls, and such
other equipment as APCOA deems necessary for revenue and
traffic control and operational requirements for the
Premises. $45,000 of the total cost (of $250,000 or more)
of APCOA's investment for equipment and improvements herein
shall be reimbursed to APCOA over the first five (5) years
of the term herein, commencing on the date the equipment and
improvements are completed, as hereinafter set forth. The
balance of APCOA's capital investment (of $205,000 or more)
shall be APCOA's contribution to the project herein, and
shall be amortized by APCOA over the ten (10) year term of
this Agreement, on a straight-line basis. Should this
Agreement be terminated for any reason prior to the
expiration of the full ten (10) year term herein, the BOARD
agrees to reimburse APCOA (a) the unreimbursed portion of
said $45,000, plus (b) the unamortized amount of APCOA's
capital investment of $205,000 (or more). Such
reimbursement shall be paid by the BOARD to APCOA within
thirty (30) days after receipt by the BOARD of APCOA's
statement itemizing the amount due and payable.
D. Improvements will not commence until the F.D.O.T.,
Airport Manager and APCOA reviews and approves the work to
be done.
E. The BOARD shall reimburse APCOA said $45,000
investment under sub-paragraph (C) above, without, interest,
by means of APCOA making annval deductions of $9,~OO each
from the percentage fee payable after the end of each year,
over the first five (5) years of the term herein, as
aforesaid.
F. Title to all improvements shall vest in the BOARD
upon completion. Title to all equipment shall remain in
APCOA and not vest in the BOARD until the expiration of the
term herein and upon payment by the BOARD to APCOA of the
additional sum of $1.00. In the event this Agreement is
terminated for any reason prior to the expiration date of
the initial ten (10) year term, title to equipment shall
vest in the BOARD on the date of termination and upon the
BO,ARD I S payment to APCOA of (1) the unamortized portion of
said $45,000, and (2) the unamortized amount of APCOA's
original investment of $205,000 (or more), and (3) the sum
of $1.00, as the purchase price therefor.
5
G. Personal property and trade fixtures owned by
APCOA may be removed from the Premises by APCOA at the
termination of this Agreement.
9. REPORTS AND RECORDS. APCOA shall keep and maintain
true and accurate records and reports, including gross receipts,
validated tickets and any permitted deductions. A financial
report will be submitted to the Airport Manager on or before the
20th day of each month for the preceding month. Such records
sllal1 include:
1. A daily cash summary reconciling total gross
receipts to the daily deposit, including a section
reconciling the accounts receivable balance.
2. Inventory log of all parking tickets
purchased and the number used each day.
3. All used parking tickets, coupons,
validations etc., for a period not to exceed six (6)
months, at which time said documents will be turned
over to the Board.
4.
5.
logs.
The log of all machine or control counters.
All computer generated reports and event
6. Any other accounting records pertaining to
receipts of the parking operation.
Tickets lost by customers will be accounted for by a
"lost ticket" form provided by APCOA and approved by the
Airport Manager.
Within twenty (20) days after the end of each calendar
month, APCOA will provide the BOARD with an "unaccounted
ticket" report for the previous month.
Within ninety (90) days after the end of year APCOA
will furnish the BOARD with a certified audit report
verifying the total parking revenues. Said certified report
will be prepared by an independent certified public
accountant.
Said records shall be available for inspection at the
Premises by a duly authorized representative of the BOARD at
any time during regular business hours, provided the BOARD
gi'ves APCOA at least ten (10) days prior written notice of
its desire to inspect such records.
10. ITTILITIES. APCOA shall pay for electrical power
consumed in the booth, office and revenue control equipment
operations.
11. DUTIES: REPAIR AND MAINTENANCE.
A.
APCOA shall, at its expense:
"\,
..
1. institute revenue control procedures for the
public parking facilities including, where
necessary, procedures to control ingress to the
Premises;
2. adopt procedures for collection of proper
parking fees in accordance with the approved rate
schedule in effect;
3. staff uniformed attendants, trained and
disciplined to perform their duties in an
efficient and courteous manner, who shall be on
duty 24 hours per day. Provided, however, if
APCOA in its sole discretion determines that 24
6
hour per day operations is not warranted or
necessary, then APCOA may staff its attendants on
duty from one-half hour before until one-half hour
after the time commercial airline flights are in
operation or until the last scheduled flight has
arrived, 365 days each year;
4. operate the parking facilities in a clean and
orderly manner;
5. establish a procedure for making a license
plate inventory of overnight parked cars;
6. perform routine maintenance to keep all
equipment owned and/or installed by it on the
Premises in good repair and operating condition;
7. perform custodial services to keep the
Premises (including cashier booth) clean and free
from all trash and debris;
8. be responsible for uniforms, tickets, office
supplies and equipment, repair and maintenance of
traffic and parking control equipment, initial
striping and painting, parking rate signs, and
initial signs within the parking lots as may be
required.
B. The BOARD shall, at it expense, be responsible
for:
1. lawn maintenance;
2. repair maintenance and replacement of all
signs and other equipment and improvements on the
Premises;
3. traffic congestion, security, and abandoned
vehicles.
12. INSURANCE. APCOA shall obtain and keep in force during
the term of this Agreement:
A. Garage Liability Insurance in the amount of
$1,000,000 combined single limit per accident for bodily
injury and property damage;
B. Garagekeepers Insurance, including comprehensive
pe'rils coverage, in the amount of $1, 000, 000;
c. Personal Injury Liability Insurance in the amount
of $500,000.
The County of Monroe shall be named an additional
insured, and the BOARD furnished with a certificate(s)
evidencing the above insurance coverages.
D. Worker's Compensation and Employers Lia~ility
Insurance in compliance with applicable law. I
APCOA shall indemnify and save the County of
Monroe harmless from any and all claims for injury or
damages arising out of APCOA's acts, omissions or
negligence, except for injuries or damages caused by the
ac'ts, omissions or negligence of the County, its officials,
employees, agents or representatives.
13. RATES. Parking rates shall be in accordance with the
following schedule:
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SHORT TERM
$ .50 each 1/2 hour
$6.00 daily maximum
LONG TERM
$1.00
$2.00
$3.00
o to 2 hours
2 to 6 hours
6 to 24 hours
The BOARD agrees that it will review the parking rate structure
periodically, but not less than once each year. APeOA shall make
available to the BOARD analyses of traffic distribution, a
comparison of rates at other airports in the southern region, and
its recommendations for a rate adjustment. The BOARD agrees that
it shall not unreasonably withhold approval of any requested rate
adjustment. APCOA may, at it option, add to rates the amount of
any special tax on gross receipts or on the occupancy or op-
erations of APCOA. Any such special tax shall not be included in
nor considered a part of gross receipts.
14. UTILITY INSTALLATIONS. In order that APCOA may safely
and efficiently operate the Premises and the equipment and
improvements thereon the BOARD shall install or cause to be
installed at the BOARD's expense all necessary equipment, such as
conduits, wiring and ducts to bring electrical power to points of
connection and use by APCOA on or in the Premises. The BOARD
shall at its expense keep all such utility equipment and
improvements in good operating condition and repair, including
underground wiring and connections for electrical power, electric
lighting, lighting fixtures and lamps.
15. DP~INAGE INSTALLATIONS. APCOA shall be responsible for
meeting all relevant regulatory requirements concerning storm
water drainage. Required drainage plans shall meet all standards
as estab lisbed by the Ci ty of Key West, Monroe County, South
Florida Water Management District and any other relevant state or
federal agencies. All costs incurred in the design, development
and construction of this system will be considered to be part of
the overall projects cost.
16. REGULATION OF PARKING. The BOARD shall adopt, regulate
and enforce rules to assure APCOA that all paid public parking
shall be within the premises, and further the Board agrees there
shall be no free or unauthorized or illegal parking in and about
the Airport terminal area, at any time whatsoever, except as
permitt,ed by this Agreement. The BOARD (through Airport Securi-
ty) agrees to assist and cooperate in every rracticable way with
APCOA to prevent any unauthorized or illega parking, including
policing violators and/or the erection of barricades. This
regulation shall also encompass and include (a) the rental car
area, to prohibit free parking by the public or rental car
company vehicles (other than the Dollar Rent-A-Car and Avis
Rent-A-Car concessions) on the rental car area, and (b) patrons
of the restaurant/bar.
17 . TAXES. The BOARD represents and warrants that the
Premises are exempt from real estate taxes and assessments.
However, if any charge or taxes are assessed and/or levied upon
this Agreement upon the Premises or the occupancy of the Premises
by APCOA, upon any real property used by APCOA thereon, or upon
APCOA due to its operations on t~e Premises or under ~his Ag~ee-
rnent, prompt notice of any such assessment or levy shall be
given, in writing, by the party receiving such notice to the
other party herein. Should APCOA be required to pay any charges
or taxes, the amount so paid shall be deductible from the conces-
sion fees payable by APCOA under this Agreement. APCOA shall pay
all taxes, if any, levied upon its own personal property located
in or on the Premises.
18. NON-DISCRIMINATION AND AFFIRMATIVE ACTION. APCOA
agrees not to discriminate, or permit discrimination against any
employee, patron, or applicant for employment, on the grounds of
race, c.olor, religion, national origin, ancestry, age or sex,
pursuant to Title 49, CFR, Subpart A, Part 21, effectuation of
Title VI of the Civil Rights Act of 1964.
8
APCOA is also subj ect to the Affirmative Action pro-
V1.Sl.ons of Title 14, CFR, Part 152, which requires compliance
with all federal, state, and local laws and regulations. APCOA
assures that it will undertake an affirmative action program as
required by 14 CFR, Part 152, Subpart E, to insure that no person
shall, on the grounds of race, creed, color, national origin,
sex, or ancestry, be excluded from participating in any employ-
ment, contracting, or leasing activities covered in 14 eFR, Part
152, Subpart E. APCOA assures that no person shall be excluded
on these grounds from participating in or receiving the services
or benefits of any program or activity covered by this subpart.
APCOA further assures that it will require that any covered
suborganizations provide assurances that they similarly will
undertake affirmative action programs and that they will require
assurances from their suborganizations as required by 14 CFR,
Part 152, Subpart E, to the same effect.
19. DEFAULT. Either party hereto shall have the right to
terminate this Agreement upon the breach or default by the other
party of any of the covenants, terms and conditions hereof,
provided the defaulting party receives notice of and fails to
remedy such breach within thirty (30) days after said notice is
received, or fails to commence remedying such breach within said
thirty (30) day period in the event such breach cannot be rea-
sonably remedied within thirty (30) days. Either party shall
also have the right to terminate this Agreement in the event the
other party files a voluntary petition or similar pleading in
bankruptcy, insolvency, receivership or makes an assignment for
the benefit of creditors, with termination to be effective upon
giving notice thereof.
20. CANCELLATION OF AGREEMENT.
A. Cancellation bl APCOA. This Agreement shall be
subject to cancellation y APCOA, upon the occurrence of one
of more of the following events:
1. the permanent abandonment of the Airport as
an air terminal;
2. the assumption by the United States
Government or any agency thereof of the operation,
control or use of the Airport or any substantial
part or parts thereof, in such a manner as to
substantially restrict APCOA for a period of at
least ten (10) days from operating thereon;
3. issuance by any court of competent
jurisdiction of an_injunction preventing or
restraining the use of the Airport, and the
remaining in force of such injunction for a period
of at least ten (10) days;
B. Cancellation by the Board. This Agreement shall
be subject to cancellation by the BOARD in the event APCOA
shall abandon the Premises for any period of time without
just cause.
~
Cancellation under'any of the above events shall
be effective upon receipt of such notice of cancellation.
21,. WARRANTIES AND POSSESSION. The BOARD warrants and
represents that it has the authority to grant APCOA the exclusive
right, concession and privilege to operate the Premises and to
execute this Agreement. The BOARd further covenants and agrees
that APCOA, upon performing and observing the terms and con-
ditions of this Agreement to be performed by APCOA, shall have
peaceable and quiet enjoyment of the Premises during the term
without any interruption by the BOARD, its successors or assigns,
or any entity, person or company claiming by or through it. The
BOARD flJrther agrees that if APCOA should be made a party in any
legal proceeding affecting APCOA's right of continuous and quiet
possession, the BOARD shall reimburse APCOA for reasonable
9
attorney's fees and/or other expenses incurred by APCOA in
defending its rights under this Agreement, and any such expenses
may be offset by APCOA against concession fees due or becoming
due.
22. EXTENSION OF TERM. Upon APCOA's faithful performance
of its obligations and agreements herein, and in consideration of
APCOA's agreement to pay its share of the costs of equipment and
improvements as herein provided, the BOARD agrees that, at the
expiration of the term herein, it will in good faith first
negotiate with APCOA for a five (5) year extension of this
Concession Agreement prior to entering into negotiations with any
other person, firm or company.
23. NOTICES. Any notice or communication required to be
given to or served upon the parties hereto shall be given or
served personally or by express delivery or by mailing the same,
postage prepaid, by United States registered or certified mail,
at the following addresses:
'I'O BOARD:
Board of County Commissioners
c/o Airport Manager
Key West International Airport
South Roosevelt Boulevard
Key West, Florida 33040
APCOA, Inc.
25550 Chagrin Boulevard
Cleveland, Ohio 44122
Attn: Legal Department
TO APCOA:
WITH COpy TO:
Mr. Robert F. Bouts,
Senior Vice President
Airport Properties
APCOA, Inc.
25550 Chagrin Boulevard
Cleveland, Ohio 44122
24,. ASSIGNMENT. This Agreement shall not be assigned by
APCOA to any other party without the l-Tritten consent of the
BOARD.
25D SUCCESSORS AND ASSIGNS. This Agreement shall be
binding and inure to the benefit of the parties hereto, their
successors and assigns.
I~l WITNESS WHEREOF, the parties hereto have executed this
Agreement the date first above written.
(SEAL)
BOARD OF COUNTY COMMISSIONERS
OF MONROE COUNTY, FLORIDA
Bygr.~~1 ~
May hairman
Attest: T)A.7\TNY T K '
.u. OLI-IAG'E, ClerIc
~
.,
APCOA, INC.
By
~.~~~
en10r ce res1 ent
(SEAL)
Attest:
]0
.. "611/') A~ TO FORM
;' "~)~Grtl' FFICIU'CY.
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