Item C14 C.14
BOARD OF COUNTY COMMISSIONERS
County of Monroe Mayor Sylvia Murphy,District 5
The Florida Keys � � �l'U � Mayor Pro Tern Danny Kolhage,District 1
�pw° Michelle Coldiron,District 2
Heather Carruthers,District 3
David Rice,District 4
County Commission Meeting
May 22, 2019
Agenda Item Number: C.14
Agenda Item Summary #5570
BULK ITEM: Yes DEPARTMENT: Airports
TIME APPROXIMATE: STAFF CONTACT: Richard Strickland (305) 809-5200
none
AGENDA ITEM WORDING: Approval to accept bid proposal and enter into a contract with the
most responsive bidder "Republic Parking System, LLC" to provide parking lot management
services at the Key West International Airport, including full staffing during normal operating hours,
an automated gate system for the short-term parking lot, and fully automated after hours "pay in
lane" devices for both the long-term and short-term parking lots.
ITEM BACKGROUND: The airport has 142 revenue producing parking spaces in the long-term
parking lot and is changing 58 parking spaces to a short-term paid parking lot, both of which require
24/7/365 management by a professional airport parking lot service company. On April 18, 2019,
the Airport received three(3)bids from parking lot management firms; the most responsive bidder
was determined to be"Republic Parking Systems, LLC." Please see the attached memo.
PREVIOUS RELEVANT BOCC ACTION:
November 20, 2018, approval to advertise a Request for Proposals.
CONTRACT/AGREEMENT CHANGES:
New five-year agreement
STAFF RECOMMENDATION: Approval.
DOCUMENTATION:
Republic Parking System
FINANCIAL IMPACT:
Effective Date: July 1, 2019
Expiration Date: June 30, 2024
Total Dollar Value of Contract: $282,066/yr. plus approx. $16,000/yr. incentive bonus
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Total Cost to County: N/A
Current Year Portion:
Budgeted: Yes
Source of Funds: Airport Operating Fund 404
CPI:
Indirect Costs:
Estimated Ongoing Costs Not Included in above dollar amounts:
Revenue Producing: Yes If yes, amount: $650,000/yr.
Grant:
County Match:
Insurance Required:
Additional Details:
REVIEWED BY:
Beth Leto Completed 05/06/2019 4:15 PM
Richard Strickland Completed 05/06/2019 4:24 PM
Pedro Mercado Completed 05/06/2019 4:35 PM
Budget and Finance Completed 05/07/2019 8:24 AM
Maria Slavik Completed 05/07/2019 9:42 AM
Kathy Peters Completed 05/07/2019 8:15 PM
Board of County Commissioners Pending 05/22/2019 9:00 AM
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KEY WEST INTERNATIONAL AIRPORT
3491 South Roosevelt Boulevard, Key West, Florida 33040
305-809-5200 phone / 305-292-3578 fax
MEMORANDUM
Date: May 6, 2019
To: Monroe County BOCC
From: Richard Strickland, Director of Airports
IL
Subject: Bid Review — Parking Lot Management Services
Ir-
On November 20, 2018, the BOCC granted approval to advertise a Request for Proposal (RFP) for
Parking Lot Management services at the Key West International Airport. At the bid opening on E
April 18, 2019, the County received three (3) proposals. Staff reviewed each proposal and
recommends Republic Parking Systems, LLC as having the most responsive conforming proposal:
Res ondent Comments— RFP Document
1. SP+ Airport Services Proposed Equipment Plan lists 1 entrance station and 1 exit 2
station which is insufficient to cover two paid parking lots.
Proposed budget is missing the cost to amortize two pay
stations over the five-year period, so costs would be higher
than proposed.
2. LAZ Parking Bid includes a "condition not requested" by the solicitation
of a fee incentive of 3% of gross revenue, in addition to the
management fee.
3. Republic Parking Provided a comprehensive proposal with different
equipment options, revised parking rate structure (no
increase in daily fee), suggested signage, and revenue
control procedures that could increase the Airport's parking
revenue by 30% or $150,000 more per year.
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C.14.a
MANAGEMENT AGREEMENT FOR
PARKING LOT MANAGEMENT SERVICES
KEY WEST INTERNATIONAL AIRPORT
THIS AGREEMENT (hereafter "Contract" or "Agreement") is made and
entered into this 22nd day of May, 2019, by and between Monroe County, a political
subdivision of the State of Florida, (hereafter "County"), whose address is 1100
Simonton Street, Key West, Florida, 33040 and Republic Parking System, LLC, a
Tennessee Florida Corporation (hereafter Contractor), whose address is 633 Chestnut
St., Ste 2000, Chattanooga, TN 37450.
WITNES SETH
WHEREAS, Owner owns and operates the Key West International Airport
(hereinafter referred to as the "Airport"); and
WHEREAS, Operator is engaged in the business of operating public parking
facilities; and
WHEREAS, Operator was selected to operate certain parking facilities at the
Airport; and
E
WHEREAS, Operator has indicated a willingness and demonstrated the ability 2
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 contained, and for such other good and valuable consideration, the g
receipt of which the parties hereby expressly acknowledge, the parties hereto covenant
and agree to the following terms and conditions.
ARTICLE I a
TERM OF AGREEMENT
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1.01. Term. The initial term of this Agreement shall be five(5)years commencing
on the 1st day of July, 2019 (Commencement Date) and terminating at Midnight on the
30th day of June, 2024.
1.02 Renewal. Provided Operator has fulfilled all conditions of this
Agreement, Operator may request this Agreement be renewed for a single two (2)
year option period beginning at the end of the initial term. In the event Operator
submits a request to renew, it shall do so 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
terms and conditions, if any, of this Management Agreement. The Owner shall have
sixty (60) days to review the renewal request and the proposed modifications and
respond. Failure of the owner to respond at the end of the 60-day period shall be
deemed to be a denial of the operators request to renew the agreement.
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ARTICLE II
FACILITIES AND OPERATIONS
2.01 Description of Privileges, Uses and Rights, Owner hereby makes
available to the Operator for management and operation:
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 both vehicle
parking areas serving the main terminal, exit booths, control devices, entrances, exits,
and other improvements,including the Long-Term and Short-Term Parking Lots as more
particularly described on Exhibit "A" dated 05/22/2019 attached hereto and made a part
hereof. The employee parking area is hereby excluded from this agreement.
Contractor shall refurbish the existing parking lot booth or install one (1) fully
automated parking lot payment booth in the long-term parking lot, which is manned, and
the Contractor shall install one (1) fully automated gate system and parking pay station
in the short-term parking lot, and all associated software within 120 days of the effective
date of this Agreement. Contractor shall be solely responsible for the maintenance of the
automated systems during the term of this Agreement and any subsequent renewals. The
automated pay station equipment must be compatible with Elevon banking software.
In the event Owner, prior to termination of the Agreement or any renewal a.
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 cost to Operator.
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 and all parking meter revenues. Dishonored checks,
uncollectible or uncollected fees and other bad debts and credit card fees shall not
be included in Gross Revenues, provided that such transactions were processed
utilizing procedures accepted and approved by the Owner. Monies which might be
otherwise be due from stolen vehicles or vehicles abandoned in the Facilities shall
not be included in Gross Revenues, except to the extent monies are actually
collected. Operator may accept cash, personal checks or credit cards for payment
under such terms and conditions as may be approved by Owner for handling such
payments.
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3.02 Dom. Operator will collect, hold in trust for Owner, account for, and
deposit all Gross Revenues derived from the operation of the Parking Facilities under
this Agreement. Cash deposits will be prepared and deposited into Owner's bank each
week day. Weekend and holiday cash deposits will be held at the parking operation until
the next banking day. Credit card funds will be deposited in Operator's bank account via
Operator's merchant identification numbers and then transferred electronically to the
Owner's bank at the conclusion of each month.
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 summary.
3.04 Accountina Records. Operator shall, during the term of this agreement
and any renewals thereof, maintain all books, records, and documents directly
pertinent to performance under this Agreement in accordance with generally accepted
accounting principles consistently applied. Each party to this Agreement or their
authorized representatives shall have reasonable and timely access to such records of
each other party to this Agreement for public records purposes during the term of the a.
Agreement (and any renewals thereof) and for four years following the termination of
this Agreement. Knowingly furnishing the Owner a false daily Gross Revenue report or
a false Monthly Activity and Gross Revenue summary under the provision hereof will
constitute a default by Operator of this agreement and the Owner may, at its option, E
immediately terminate this agreement. U)
3.05 Budd 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 first year. Thereafter, annually, no later than 30 days prior
to the anniversary of the Agreement, Operator shall 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 Owner, in its reasonable discretion, deems such revisions
necessary and appropriate under this Agreement. Upon approval form the Owner
individual line items within the approved annual budget may be increased or
decreased from time to time so long as any increase does not exceed the approved
annual budget.
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, unless 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.
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ARTICLE IV
REIMBURSEMENT AND COMPENSATION
TO OPERATOR
4.01 Management Fee. The Owner shall pay the Operator a Management Fee
of $3,000 ver month payable on the 1st day of the month in advance. The
Management Fee amount agreed to herein may be adjusted annually, based upon an
increase is gross revenues to the Airport, up to a max of 15%. The annual
percentage increase to the operator shall be negotiated by the Director of Airports
and the Operator and approved by the Board of County Commissioners.
The Owner shall also pay the Operator a PARCS Management Fee of
" 5,735.92 Baer month payable on the 1st day of the month in advance, for a period
of 60 months to reimburse the Operator for all equipment costs related to the parking
booth, automated parking systems, automated gate, shipping, installation and
associated software.
In addition to the Management Fee,beginning October 1- , 201 ,, 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 "B".
4.02 Operating Expenses. All operating budgeted expenses incurred by
Operator in the operation of the Facilities, which are specifically approved by the
Owner, plus start-up expenses, shall be reimbursed by Owner to Operator at the (n
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 E
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 parties 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 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.
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ARTICLE V
CHARGES AND CONSULTATION
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.
5.02 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 Res onsibilit . 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 a.
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. (n
ARTICLE VII
OBLIGATIONS OF OPERATOR
7.01 Maintenance and Re pair. 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 E
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 supervision and direction of a 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,
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however, that the intent of this Agreement is to provide a high level of service to
the users 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 areas
used for ingress and egress by Airport traffic unless required in an emergency, and
further, shall not interfere with the activities of Owner, its agents or employees,
or any Airport tenant.
7.03 Cleanliness of Premises. 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 erg
A. The hours of operation shall be from 5:00 A.M. to 10 p.m.,
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 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 and the Owner. The monies from 2
which will be included in the Gross Revenues as outlined above.
C. The Operator shall have provisions for accepting payment for
parking fees in the form of cash, check, credit and debit cards. E
7.05 Air ort Procedures. Operator agrees to observe and abide by all
procedures, rules and regulations, ordinances, statutes and laws promulgated from
time to time by the Federal Government, the State of Florida, Owner or Airport staff
or any other authority having jurisdiction concerning security matters, parking,
ingress and egress, and any other operational matters related to the operation of the
Key West International Airport.
7.06 PCI Compliance.
(A) Operator shall be responsible for maintaining compliance of the revenue-processing
parking equipment and related hosting and other systems servicing the Premises, including the
equipment installed per Section 2.02 of this Agreement, with prevailing industry standards
governing the storing, handling, processing and transmission of personal and financial
information, including, but not limited to, Payment Card Industry standards (collectively, the
"Standards"). The Owner agrees not to knowingly make any changes to the Systems which may
impact their compliance with the Standards during the Term of this Agreement without first
apprising Concessionaire in writing, it being the intent of the parties that Operator shall at all
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times have current information regarding the Systems for Standards compliance purposes and be
fully accountable to the Owner with respect thereto.
(B) Operator shall notify the Owner in writing if it becomes aware that the Systems or
any portion thereof are not compliant with the Standards at any time during the Term, and shall
obtain competitive quotations for requisite upgrades, the cost of which shall be paid by the
Owner per the terms in Section 3.05 of this Agreement. All costs incurred by Operator in the
performance of its obligations under this Section 7.07 shall be operating expenses, provided that
Operator shall seek the prior approval of the Owner for any proposed cost that exceeds the sum
of$10,000, such consent not to be unreasonably withheld.
(C) If the Owner does not approve an upgrade or other expenditure requested by
Operator to maintain compliance of the Systems with the Standards, the Owner agrees to
indemnify and hold Operator harmless from and against all Claims incurred by, imposed upon,
brought or asserted against Operator arising from non-compliance with the Standards, and
waives any and all Claims it may have against Operator for any adverse impact upon Gross
Receipts arising directly from non-compliance of the Systems. The foregoing indemnity and
waiver shall be limited by the extent to which the Claims arise out of or are attributable to the
negligence or non-performance of Concessionaire with its obligations under Section 7.06.
(D) If the services of an independent Qualified Security Assessor are obtained
with respect to compliance of the Systems, the report of the Qualified Security Assessor
and any certificates of compliance issued by the Qualified Security Assessor shall be
determinative as to the compliance of the Systems
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ARTICLE VIII
INDEMNITY/INSURANCE
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8.01 Notwithstanding any minimum insurance requirements prescribed 2
elsewhere in this agreement, Operator shall defend, indemnify and hold the County and
the County's elected and appointed officers and employees harmless from and against(i)
any claims, actions or causes of action, (ii) any litigation, administrative proceedings,
appellate proceedings, or other proceedings relating to any type of injury (including
death),loss,damagc,fine,penalty or business interruption,and(iii)any costs or expenses
(including, without limitation, costs of remediation and costs of additional security
measures that the Federal Aviation Administration, the Transportation Security
Administration or any other governmental agency requires by reason of, or in connection
with a violation of any federal law or regulation, attorneys' fees and costs, court costs,
fines and penalties) that may be asserted against, initiated with respect to, or sustained
by, any indemnified party by reason of, or in connection with, (A) any activity of
Operator or any of its employees, agents, contractors or other invitees on the Airport
during the term of this Agreement, (B) the negligence or willful misconduct of Operator
or any of its employees, agents, contractors or other invitees, or(C) Operator's default in
respect of any of the obligations that it undertakes under the terms of this lease, except
to the extent the claims, actions, causes of action, litigation, proceedings, costs or
expenses arise from the intentional or sole negligent acts or omissions of the County or
any of its employees, agents, contractors or invitees (other than Operator). Insofar as the
claims, actions, causes of action, litigation, proceedings, costs or expenses relate to
events or circumstances that occur during the term of this Agreement, this section will
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survive the expiration of the term of this Agreement or any earlier termination of this
Agreement.
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.
8.03 Operator also will provide and maintain in effect throughout the term
of this Agreement, current statutory requirements of worker's compensation.
8.04 Certificates of Insurance must be provided to Monroe County prior to
execution of this Agreement and within fifteen days after award of proposal, with
Monroe County BOCC listed as additionally insured on all except Workers
Compensation. Thereafter, the Operator must keep in full force and effect all of the
insurance coverages listed above during the term of this Agreement. If the insurance
policies originally purchased that meet the requirements are canceled, terminated or
reduced in coverage, then the Operator must immediately substitute complying policies
so that no gap in coverage occurs.
8.05 All forms of insurance required above shall be from insurers acceptable to
the County.
8.06 All insurance policies must specify that they are not subject to cancellation, E
non-renewal, material change, or reduction in coverage unless a minimum of thirty days
prior notification is given to the County by the insurer. (n
8.07 The insurance required of the Operator by the terms of this Agreement is for
the protection of the County, its property and employees, and the general public. The a.
insurance requirement is not, however, for the protection of any specific member of the
general public who might be injured because of an act or omission of the Operator. The
insurance requirements do not make any specific injured member of the general public a
third party beneficiary under this Agreement. Therefore, any failure by the County to
enforce these insurance requirements, or terminate this Agreement if the Operator
becomes uninsured or underinsured, is not a breach of any duty or obligation owed to
any specific member of the general public and cannot form the basis of any County
liability to a specific member of the general public or his/her dependents, or estate or
heirs.
A) Notwithstanding the provisions of Article X, the County may immediately
treat the Operator in default if the Operator fails to maintain the insurance required by
this Article VIII. Before terminating the agreement in this situation,the County need only
provide the Operator 24-hour notice by FAX or overnight courier. The County may, but
need not, provide the Operator with an opportunity to cure the default.
ARTICLE IX
RELATIONSHIP OF THE PARTIES
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
shall in no way be responsible therefore. Neither the Operator nor any of the
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officers, agents, or employees of the Operator shall be deemed to be employees of
the Owner for any purposes whatsoever
ARTICLE X
TERMINATION OF AGREEMENT, CAICELLATION 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 Riht 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 any one 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's assets
pursuant to proceedings brought under the provision of any (s
federal re-organizational acts and said proceeding is not
dismissed, discontinued or vacated within thirty (30) days.
(4) The appointment of a receiver of Operator's assets and the 2
receivership shall not be set aside within thirty(30)days after such
appointment.
(5) The divestiture of Operator's estate herein by operation of E
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
Owner to cease said business or acts.
(8) 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
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commence and diligently execute the remedying of such
default within said thirty (30) days following such written
notice.
10.03 Termination For Convenience. Either party may terminate this
agreement upon 90 days written notice.
10.04 Assi nrnent Transfer and $ubcontracting. 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 permitted 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
observance by its subcontractors of the terms and covenants contained in this Agreement. a.
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 U)
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 a.
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 approval of E
Owner, which consent shall not be unreasonably withheld. Any such signs not
approved shall be immediately removed at the sole cost and expense of Operator,
upon written notification thereof by Owner.
ARTICLE XII
LAWS, REGULATIONS PERMITS. GOVERNING LAW AND VENUE
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 from time to time, 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 further covenants, warrants, guarantees, and agrees that it shall comply
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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, ordinances, regulations, rules, and orders now exist, or are
hereinafter 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; however, such costs and expense shall be reimbursed in
accordance with Paragraph 4.02 "Operating Expenses".
12.03 Governing Law. "V"enue Inter retation. This Agreement shall be governed
by and construed in accordance with the laws of the State of Florida applicable to
contracts made and to be performed entirely in the State.
In the event that any cause of action or administrative proceeding is E
instituted for the enforcement or interpretation of this Agreement, the County and
Operator agree that venue will lie in the appropriate court or before the appropriate
administrative body in Monroe County, Florida.
The County and Operator agree that, in the event of conflicting a.
interpretations of the terms or a term of this Agreement by or between any of them the 2
issue shall be submitted to mediation prior to the institution of any other administrative
or legal proceeding.
ARTICLE XIII
GOVERNMENTAL RESTRICTIONS
13.01 Right of 1~iight. Owner reserves unto itself, its successors and assigns,
for the use and benefit of the public, a right of flight for the passage of aircraft in
the airspace above the surface of the real property previously 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.
13.02 O eration of Ai tart. 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.
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ARTICLE XIV
NON-DISCRIMINATION
14.01 Non4iscrimination. Operator and Owner agree that there will be no
discrimination against any person, and it is expressly understood that upon a determination by a
court of competent jurisdiction that discrimination has occurred, this Agreement automatically
terminates without any further action on the part of any party, effective the date of the court order.
Operator and Owner agree to comply with all Federal and Florida statutes, and all local ordinances,
as applicable, relating to nondiscrimination. These include but are not limited to: 1) Title VII of
the Civil Rights Act of 1964 (PL 88-352) which prohibits discrimination in employment on the
basis of race, color, religion, sex, and national origin; 2) Title IX of the Education Amendment of
1972, as amended (20 USC ss. 1681-1683, and 1685-1686), which prohibits discrimination on the
basis of sex; 3) Section 504 of the Rehabilitation Act of 1973, as amended (20 USC s. 794),which
prohibits discrimination on the basis of handicaps; 4) The Age Discrimination Act of 1975, as
amended(42 USC ss. 6101-6107)which prohibits discrimination on the basis of age; 5)The Drug
Abuse Office and Treatment Act of 1972 (PL 92-255), as amended, relating to nondiscrimination
on the basis of drug abuse; 6) The Comprehensive Alcohol Abuse and Alcoholism Prevention,
Treatment and Rehabilitation Act of 1970 (PL 91-616), as amended,relating to nondiscrimination
on the basis of alcohol abuse or alcoholism; 7)The Public Health Service Act of 1912, ss. 523 and
527 (42 USC ss. 690dd-3 and 290ee-3), as amended,relating to confidentiality of alcohol and drug
abuse patient records; 8) Title VIII of the Civil Rights Act of 1968 (42 USC s.3601 et seq.), as
amended, relating to nondiscrimination in the sale, rental or financing of housing; 9) The E
Americans with Disabilities Act of 1990 (42 USC s. 12101 Note), as may be amended from time
to time,relating to nondiscrimination on the basis of disability; 10)Monroe County Code, Chapter
14, Article II, which prohibits discrimination on the basis of race, color, sex, religion, disability,
national origin, ancestry, sexual orientation, gender identity or expression, familial status or age;
11) Any other nondiscrimination provisions in any Federal or state statutes which may apply to
the parties hereto, or the subject matter of, this Agreement. 2
14.02 Disadvanta red Business Enter rise/Affirmative Action. Operator
acknowledges that the provisions of 49 CFR, Part 23, Disadvantaged Business
Enterprises (DBE), and 14 CFR Part 152, Affirmative Action Employment 0
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 Administration and the U. S.
Department of Transportation, in reference thereto.
ARTICLE XV
NOTICE
15.01 Any notice given under the provisions of this Agreement shall be in
writing and shall be delivered personally or sent by certified or registered mail,
postage prepaid to:
Owner: Richard Strickland. CM
Director of Airports
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C.14.a
Key West International Airport
3491 South Roosevelt Boulevard
Key West, Florida 33040
Operator: Bob Linehart
Senior Vice President
633 Chestnut St., Ste 2000
Chattanooga, TN 37450
or such other respective addresses as the parties may designate to each other in
writing from time to time. Notice by certified or registered mail shall be deemed
given on the date that such notice is deposited in a United States Post Office.
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 parts of this Agreement.
U)
ARTICLE XVII
GENERAL PROVISIONS
17.01 Severability. If any term, covenant, condition or provision of this .2
agreement (or the application thereof to any circumstance or person) shall be declared
invalid or unenforceable to any extent by a court of competent jurisdiction,the remaining
terms, covenants, conditions and provisions of this agreement, shall not be affected
thereby; and each remaining term, covenant, condition and provision of this agreement
shall be valid and shall be enforceable to the fullest extent permitted by law unless the
enforcement of the remaining terms, covenants, conditions and provisions of this
agreement would prevent the accomplishment of the original intent of this agreement.
The Owner and Operator agree to reform the agreement to replace any stricken provision
with a valid provision that comes as close as possible to the intent of the stricken
provision.
17.02 Attorneys Fees and.Costs,The Owner and Operator agree that in the event
any cause of action or administrative proceeding is initiated or defended by any party
relative to the enforcement or interpretation of this agreement, the prevailing party shall
be entitled to reasonable attorney's fees, court costs, investigative and out-of-pocket
expenses, as an award against the non-prevailing party, and shall include attorney's fees,
court costs, investigative, and out-of-pocket expenses in appellate proceedings.
Mediation proceedings initiated and conducted pursuant to this agreement shall be in
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accordance with the Florida Rules of Civil Procedure and usual and customary
procedures required by the Circuit Court of Monroe County.
17.03 Binding Effect. The terms, covenants, conditions, and provisions of this
agreement shall bind and inure to the benefit of the Owner and Operator and their
respective legal representatives, successors, and assigns.
17.04 Authorit Each party represents and warrants to the other that the
execution, delivery and performance of this agreement have been duly authorized by all
necessary COUNTY and corporate action, as required by law.
17.05 Ad`udieation ofDisputes or Disa enients.The Owner and Operator agree
that all disputes and disagreements shall be attempted to be resolved by meet and confer
sessions between representatives of each of the parties. If no resolution can be agreed
upon within thirty (30) days after the first meet and confer session, the issue or issues
shall be discussed at a public meeting of the Monroe County Board of County
Commissioners. If the issue or issues are still not resolved to the satisfaction of the
parties, then any party shall have the right to seek such relief or remedy as may be
provided by this agreement by Florida law.
17.06 Coo.ern. In the event any administrative or legal proceeding is
instituted against either party relating to the formation,execution,performance,or breach (n
of this agreement, the Owner and Operator agree to participate, to the extent required by
the other party, in all proceedings, hearings, processes, meetings, and other activities
related to the substance of this agreement or provision of the services under this .2
agreement. The Owner and Operator specifically agree that no party to this agreement
shall be required to enter into any arbitration proceedings related to this agreement. A
party who requests the other's party's participation in accordance with the terms of this
section shall pay all reasonable expenses incurred by the other party by reason of such
participation.
17.07 Covenant of No Interest. The Owner and Operator covenant that neither
presently has any interest, and shall not acquire any interest, which would conflict in any
manner or degree with its performance under this agreement,and the only interest of each
is to perform and receive benefits as recited in this agreement.
17.08 Code of Ethics. The Owner agrees that officers and employees of the
Owner recognize and will be required to comply with the standards of conduct for public
officers and employees as delineated in Section 112.313, Florida Statutes,regarding,but
not limited to solicitation or acceptance of gifts; doing business with one's agency;
unauthorized compensation; misuse of public position, conflicting employment or
contractual relationship; and disclosure or use of certain information.
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17.09 Public Access. Contractor must comply with Florida public records laws,
including but not limited to Chapter 119, Florida Statutes and Section 24 of article I of
the Constitution of Florida. The County and Contractor shall allow and permit reasonable
access to, and inspection of, all documents, records, papers, letters or other "public
record"materials in its possession or under its control subject to the provisions of Chapter
119, Florida Statutes, and made or received by the County and Contractor in conjunction
with this contract and related to contract performance. The County shall have the right
to unilaterally cancel this contract upon violation of this provision by the Contractor.
Failure of the Contractor to abide by the terms of this provision shall be deemed a
material breach of this contract and the County may enforce the terms of this provision
in the form of a court proceeding and shall, as a prevailing party, be entitled to
reimbursement of all attorney's fees and costs associated with that proceeding. This
provision shall survive any termination or expiration of the contract.
The Contractor is encouraged to consult with its advisors about Florida Public Records
Law in order to comply with this provision.
Pursuant to F.S. 119.0701 and the terms and conditions of this contract,the Contractor is
required to:
(1) Keep and maintain public records that would be required by the County to perform
the service.
(2) Upon receipt from the County's custodian of records, provide the County with
a copy of the requested records or allow the records to be inspected or copied within a
reasonable time at a cost that does not exceed the cost provided in this chapter or as (n
otherwise provided by law.
(3) Ensure that public records that are exempt or confidential and exempt from public
records disclosure requirements are not disclosed except as authorized by law for the .2
duration of the contract term and following completion of the contract if the contractor
does not transfer the records to the County.
(4) Upon completion of the contract, transfer, at no cost, to the County all public
records in possession of the Contractor or keep and maintain public records that would
be required by the County to perform the service. If the Contractor transfers all public
records to the County upon completion of the contract, the Contractor shall destroy any
duplicate public records that are exempt or confidential and exempt from public records
disclosure requirements. If the Contractor keeps and maintains public records upon
completion of the contract, the Contractor shall meet all applicable requirements for
retaining public records.All records stored electronically must be provided to the County,
upon request from the County's custodian of records, in a format that is compatible with
the information technology systems of the County.
(5) A request to inspect or copy public records relating to a County contract must be
made directly to the County, but if the County does not possess the requested records,
the County shall immediately notify the Contractor of the request, and the Contractor
must provide the records to the County or allow the records to be inspected or copied
within a reasonable time.
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C.14.a
IF THE CONTRACTOR HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S DUTY TO
PROVIDE PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE
CUSTODIAN OF PUBLIC RECORDS, BRIAN BRADLEY, AT (305) 292-3470
17.10 Privileges and Immunities. All of the privileges and immunities from
liability, exemptions from laws, ordinances, and rules and pensions and relief, disability,
workers' compensation, and other benefits which apply to the activity of officers, agents,
or employees of any public agents or employees of the Owner, when performing their
respective functions under this agreement within the territorial limits of the County shall
apply to the same degree and extent to the performance of such functions and duties of
such officers, agents,volunteers,or employees outside the territorial limits of the County.
17.11 Leal Obligations and Res onsibiIities.. Non-Delegation of Constitutional
or Statutory Duties. This agreement is not intended to, nor shall it be construed as,
relieving any participating entity from any obligation or responsibility imposed upon the
entity by law except to the extent of actual and timely performance thereof by any
participating entity, in which case the performance may be offered in satisfaction of the
obligation or responsibility. Further, this agreement is not intended to, nor shall it be
construed as, authorizing the delegation of the constitutional or statutory duties of the
Owner, except to the extent permitted by the Florida Constitution, State Statute, and case
law. (n
17.12 lion-Reliance bv Non-Parties. No person or entity shall be entitled to rely
upon the terms, or any of them, of this agreement to enforce or attempt to enforce any .g
third-party claim or entitlement to or benefit of any service or program contemplated
hereunder, and the Owner and Operator agree that neither the Owner nor Operator or any
agent, officer, or employee of either shall have the authority to inform, counsel, or
otherwise indicate that any particular individual or group of individuals,entity or entities,
have entitlements or benefits under this agreement separate and apart, inferior to, or
superior to the community in general or for the purposes contemplated in this agreement.
17.13 Attestations, Operator agrees to execute such documents as the Owner may
reasonably require,to include a Public Entity Crime Statement, an Ethics Statement, and
a Drug-Free Workplace Statement.
17.14 No Personal Liability, NO covenant or agreement contained herein shall be
deemed to be a covenant or agreement of any member, officer, agent or employee of
Owner in his or her individual capacity, and no member, officer, agent or employee of
Owner shall be liable personally on this agreement or be subject to any personal liability
or accountability by reason of the execution of this agreement.
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17.15 Execution in Counte!Mads,This agreement may be executed in any number
of counterparts,each of which shall be regarded as an original,all of which taken together
shall constitute one and the same instrument and any of the parties hereto may execute
this agreement by signing any such counterpart.
17.16 Section Heading. Section headings have been inserted in this agreement as
a matter of convenience of reference only, and it is agreed that such section headings are
not a part of this agreement and will not be used in the interpretation of any provision of
this agreement.
17.17. Blights Re erved. Rights not specifically granted to Operator by this
j-
Agreement are reserved to the Owner.
17.18 Mutual Review. This agreement has been carefully reviewed by Operator
and the Owner,therefore this agreement is not to be construed against either party on the
basis of authorship.
ARTICLE XVIII
ENTIRETY OF AGREEMENT
18.01 The parties agree that this Agreement sets forth the entire agreement E
between the parties, and there are no promises or understanding other than those U)
stated herein. None of the provisions, terms and conditions contained in this (n
Agreement may be added to, moditied, superseded or otherwise altered
except by written instrument executed by the parties hereto. .2
IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed this day of. .......................... .---------- 2019.
E
(SEAL)
ATTEST: KEVI N MADOIC, CLERK BOARD OF COUNTY COMMISSIONERS
OF MONROE COLINTY, FLORIDA
By: By:
Deputy Clerk Mnyor
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By.
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EXHIBIT"B"
BONUS EVALUATION
Score each category from 0-10(10 being the highest score). Add all scores to achieve total percentage attained.
Multiply percentage attained by total amount of bonuses available to determine actual bonus earned.
1.CUSTOMER SERVICE
a. Responsiveness to customer concerns and/or
complaints
b. Customer assistance
c. Customer waiting - is the time reasonable
2. EMPLOYEE
a. Employee neat and in uniform
b. Employee capable and properly trained
3. OVERALL APPEARANCE OF FACILITY
CD
a. Facility Clean
b. Timely notification to Airport of needed repairs
Ir-
4. ACCOUNTING
a. Bank deposits on time
b. Reports accurate and on time
5. TICKET CONTACT
cas
a. Unaccounted tickets at reasonable levels CD
b. Unusual variances fully explained
6. BUDGET 2
a. Submitted on time CL
C
b. Various expenditures vs. budget acceptable
7. LOCAL MANAGEMENT E
a. Staffing at proper levels
b. Overtime reasonable
8. HOME OFFICE SUPPORT
a. Recommendations concerning rates, charges
in services, improvements
9. RESPONSIVENESS TO AIRPORTS REQUESTS
AND SPECIAL EVENTS
10. OVERALL PERCEPTION OF PARKING OPERATIONS
TOTAL POINTS EARNED 0
POINTS EARNED 0 /100= 0% GROSS REVENUE= BONUS
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