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Item C04BOARD OF COUNTY COMMISSIONERS AGENDA ITEM SUMMARY MEETING DATE: 9/17/08 DIVISION: COUNTY ADMINISTRATOR BULK ITEM: YES DEPARTMENT: AIRPORTS STAFF CONTACT PERSON: Peter Horton Phone: 809-5200 AGENDA ITEM WORDING: Approval of extension agreement with Republic Parking System for Parking Lot Management at the Key West International Airport. ITEM BACKGROUND: The current agreement expires October 30, 2008. Both parties wish to exercise the option to renew. PREVIOUS RELEVANT BOCC ACTION: Approval of current agreement which will expire 10/30/08, November 2005. CONTRACT/AGREEMENT CHANGES: Renewal to October 30, 2011. STAFF RECOMMENDATION: Approval TOTAL COST: $147,763.40 — budget FY 2008 COST TO AIRPORT: $147,763.40 COST TO PFC: None COST TO COUNTY: None REVENUE PRODUCING: Yes APPROVED BY: County Attorney X DOCUMENTATION: Included X DISPOSITION: /bev AO 11 /06 BUDGETED: Yes SOURCE OF FUNDS: Airport Operating AMOUNT PER YEAR: $243,000.00, projected FY 2008 OMB/Purchasing X Not Required Risk Management X AGENDA ITEM # MONROE COUNTY BOARD OF COUNTY COMMISSIONERS CONTRACT SUMMARY Contract # Contract with: Republic Parking System Effective Date: 11/1/08 Expiration Date: 10/30/09 Contract Purpose/Description: Extension Agreement (Parking Lot Management) Contract Manager: Bevette Moore # 5195 Airports - Stop # 5 (name) (Ext.) (Department/ Stop) for BOCC meeting on: 10/15/08 Agenda Deadline: 9/30/08 CONTRACT COSTS Total Dollar Value of Contract: $147,763.40 Current Year Portion: - $135,367.29 Budgeted? yes Account Codes: 404-63001 Grant: No County Match: None ADDITIONAL COSTS Estimated Ongoing Costs: per contract For: . (not included in dollar value above) (eg. maintenance, utilities, janitorial, salaries, etc,) Date In Airports Director q 130108 0 Risk Manaaemen> Cr O.M.B./PurchaVing q /--;!t/ 0`r County Attorney Comments: CONTRACT REVIEW Changes Needed Yes No O (X ()() Reviewer County Attorney Date Out 9/3/-�g qQ3/�� Gflo 7 ta-Slar LEASE EXTENSION AGREEMENT PARKING LOT REPUBLIC PARKING SYSTEM, INC. THIS LEASE EXTENSION agreement is entered into by and between Monroe County, a political subdivision of the State of Florida, owner of Key West International Airport, hereafter Owner, and James C. Berry d/b/a Republic Parking System, 2000 Republic Centre, Chattanooga, TN 37450, hereafter Operator. WHEREAS, on 27"' day of October, 1992, the parties entered into a parking lot management agreement for the operation of a commercial parking lot at Key West International Airport which was amended on September 29, 1993 and renewed on October 18, 1995 and January 17, 1996, and extended on April 14, 1999, May 15, 2002 and December 21,2005, collectively the original lease, 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 current lease extension expires on October 30, 2008 but the parties desire to extend the original agreement one additional year; now, therefore, IN CONSIDERATION of the mutual promises and benefits set forth below, the parties agree as follows: The term of the original lease is hereby extended through October 30, 2009. 2. In all other respects the terms and conditions of the original lease remain in full force and effect. 3. This lease extension will take effect on the signature date of the last party to execute this lease extension agreement. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written. (SEAL) BOARD OF COUNTY COMMISSIONERS ATTEST: DANNY L. KOLHAGE, CLERK OF MONROE COUNTY, FLORIDA Im Date Deputy Clerk Mario DiGennaro, Mayor REPUBLIC PARKING SYSTEM, INC. By_ By Title/Date cSt. V. e° Title/Date �i.� ,tee �,�,aJ�nr 9-ice •� MON ' E C UN'rY 1 r() NEY p OV DA PEDRO J. ERCADO +� . nninTnK'T e- INTV A"TTn RNEY %" LEASE EXTENSION AGREEMENT PARKING LOT REPUBLIC PARKING SYSTEM, INC. THIS LEASE EXTENSION agreement is entered into by and between Monroe County, a political subdivision of the State of Florida, owner of Key Wert Liternational Airport, hereafter Owner, and James C. Berry d/b/a Republic Parking System, 1600 Republic Centre, Chattanooga, TN 37450, hereafter Operator. WHEREAS, on Yd day of November, 1992, the parties entered into a parking. lot management agreement for the operation of a commercial parldng lot at Key West International Airport which was amended in 1993 and renewed and further amended in 1995 and 1997, collectively the original lease, 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 31, 2005 but the parties desire to extend the original agreement an additional 3 years; now, therefore, IN CONSIDERATION of the mutual promises and benefits set forth below, the parties agree as follows: 1. The term of the original lease is hereby extended through October 30, 2008. 2. In all other respects the terms and conditions of the original lease remain in full force and effect. 3. This lease extension will take effect on the signature date of the last party to execute this lease extension agreement. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above v!ritten. (SEAL)- BOARD OF COUNTY COMMISSIONERS ATTEST: DANNY L. KOLHAGE, CLERK OF MONROE COMY, FLORIDA ByeOf Depu6 Clerk By Title By Charles McSoy V ',Mayor REPUBLIC PARKING SYSTEM, INC. By Title ar!✓o- ✓ eridewr MO E COUNTY TTOANlY RO ED LEASE DCTENSION AGREEMENT PARKING LOT REPUBLIC PARKING SYSTEM, INC. ' T14I5 LEASE EXTENSION agreement is to a lease for the operation of a commercial parking lot at Key West International Airport that originally commenced on November 3,1992, and amended in 1993, 1995 and 1999, collectively the original lease copies of which are attached and made a part of this extension agreement, and is entered into by and between Monroe County, a political subdivision of the State of Florida, Owner of KWIA, hereafter Owner, whose address is 3491 South Roosevelt Blvd, Key West, FL 33040 and James C. Berry d/b/a Republic Parking System, 1600 Republic Centre, Chattanooga, TN 37450, hereafter Operator. , 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, follows: effect. IN CONSIDERATION of the mutual promises and benefits set forth below, the parties agree as 1. The term of the original lease is hereby extended through October 31, 2005. 2. In all other respects the terms and conditions of the original lease remain in full force and 3. This lease extension will take effect on the signature date of the last party to execute this lease extension agreement. IN WITNESS WHEREOF, the parties hereto have set their hands and seals the day and year first above written.' (SEAL) ATTEST. DANNY L KOLHAGE, CLERK B� 7 befuty Clerk �9 By lam- bA tr Title EXECUTIVE VICE PRESIDENT jdairrepublieX BOARD OF COUNTY COMMISSIONERS OF MONROE COORTY, FLORIDA By 1 Mayor/Chairperson REPUBLIC PARKING SYSTEM, INC. ANIFC ,SlS)ceOiFCWM GRANT .OF ADDITIONAL THREE-YEAR OPTION TO REPUBLIC PARKING SYSTEM FOR THE PARKING LOT MANAGEMENT AGREEMENT AT KEY WEST INTERNATIONAL AIRPORT THIS OPTION AGREEMENT is entered into by and between the Board of County Commissioners of Monroe County. Florida, the owner of Key West International Airport -(the Owner) and James c. Berry d/b/a Republic Parking System, having its office and principal place of business at 1600 Republic Centre, Chattanooga, Tennessee 37450 (the 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 on September 29, 1993, and was renewed for two additional two-year terms beginning on November 1, 1995 and ending on October 31, Mz WHEREAS, the 1992 agreement, as amended in 1993 and renewed and further amended in 1995 and 1997, has been mutually beneficial and profitable to both parties; and WHEREAS, it is in the mutual interest of both parties that the Operator be granted a three-year option to renew the agreement when the present term expires in 1999; now, therefore, IN CONSIDERATION of the mutual covenants set forth and for good and valuable consideration that the parties expressly acknowledge receiving, the parties agree as follows: 0 1.) The Owner grants to the Operator a three-year option term beginning at the end of the present 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 original, L992 cgreement, as amended in 1993 and as amended in the 1995 and 1997 re wci nit emes, will be and remain in full force and effect. (S i BOARD OF COUNTY COMMISSIONERS ATT T:.OLHAGE, CLERK OF MONROE COUNTY, FLORIDA BylipB Deputy C144 Q Mayor/Chairman Date: (Corporate Seal) ATTEST: By !cam✓ Secretary i- Date: 31hI" pcon/repubic.doc 14 By_. 4.. - 41" RE UBLIC PARKING SYSTEM APPROVED AS TO FORM AND LEGAL SUFFICIENCY ROBERT N. WO County Attorney'sIOffrce DATE: — f�— 9� _ 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, -lot management agreement for Key West International Airport (KWIA) that commenced on November 3. 1992 and will end on October 31, 1995; and WHEREAS, para. 1.02 of that agreement, among other things, authorizes the Operator to renew the agreement for an additional two-year period if the Operator notifies the Owner not less than 180 days prior to October 31, 1995 of the Operator's intent to renew; and I f ' 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: 1. The County waives the failure of the operator to timely request a renewal of the original agreement. 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 part of it. b.) The Operator's insurance requirements set forth in paragraphs 8.02 and 8.03 of the original agreement are substituted and superseded by the insurance requirements set forth in Exhibit B. Exhibit B is attached to this renewal agreement and made a part of it. 3. This renewal agreement will become binding on the parties on the date of the signature of the last party to sign. IN WITNESS WHEREOF, each part has caused this agreement to be executed by its duly authorized representative. (SEAL) ATTEST: DANNY L KOLHAGE, CLERK By p&IN19S Date:,_, ! (CORPORATE SEAL) ATTEST: ByCAI I h V)0 0 S S�gcret Date: Q . i 5 - q BOARD OF COUNTY COMMISSIONERS By Mo r/Chaff man P/wOBe/pctkft 1 ewuENDUM TO •MANAGEMENT AGREEMENT THIS ADDENDUM to the original Management Agreement, date October 27, 1992, is hereby made and entered into this da, of amm 1993, by and between the Board of Count; Commissioners of Monroe. County, Florida, "Owner," and James C. Berry, d/b/a/ Republic Parking System, whose address is 1600 Republic Centre, Chattanooga, TN 3745D, the "Operator," is hereby amended as follows: ARTICLE IV REIMBURSEMENT AND COMPENSATION TO OPERATOR 4.01 Management Fee. The Owner shall pay the Operator'a Management fee of $950 per month, payable on the first day of the month in advance." In addition, the Owner shall pay the Operator a monthly fee of $200 for data processing simultaneously with the Management fee. Exhibit "D" to the original, Management Agreement shall be altered to exclude the yearly $2,400 data processing charge from (2) Operating Budget to (I) Management fee. In all other respects, the original Management Agreement shall in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed as of the day and year first above written. - (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: DANNY L. KOLHAGE, Clerk OF' MO COUNTY, FLOR DA By C.By, Deputy - a yor airman ( CORPORATE SEAL) R�'�TBLIC'\P=ING SYSTEM - Attest: / Y .ByJILCJJ�JWAA B. 14 ecretary James G. erry,es airiiparking e-"'-'' _ 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 Commissioners of Monroe County, Florida, the owner of Key West International Airport (the Owner) and James c. Berry d/b/a Republic Parking System, having its office and principal place of business at 1600 Republic Centre, ,Chattanooga, Tennessee 37450 (the Operator). WHEREAS, the Owner and the Operator entered into an original parking lot management agreement for Key West international Airport (KWIA) that commenced on November 3. 1992, was amended o September 29, 1993, and was renewed for another two-year term beginning on November 1, 1995 that ends on October 31, 1997 with additional amendments•, WHEREAS, the 1992 agreement, as amended in 1993 and renewed and further amended, in 1995, has been mutually beneficial and profitable to both parties; and WHEREAS, it is in the mutual interest of both parties that the Operator be granted a two-year option to renew the agreement when the present term expires in 1977; now, therefore, IN CONSIDERATION of the mutual covenants set forth and for good and valuable consideration that the parties expressly acknowledge receiving, the parties _ agree as follows: . 1.) 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 fares and effect. (SEAL) ATTEST: DANNY L. KOLHAGE, CLERK Date: (Corporate Seal) ATTEST: Secretary pcorftpub8c.doc BOARD OF COUNTY COMMISSIONERS, OF MONROE COUNTY, FL IDA By Mayor/airman APPROVED AS TO FORM AND LEGAL SUFFIC�N B ROBERT N. WWE County Attome s Office DATE: //` 2 Z -��r ADDENDUM TO MANAGEMENT AGREEMENT THIS ADDENDUM to the original Management Agreement, dated October 27, 1992, is hereby made and entered into this ,7 day of .fib L, 1993, by and between the Board of County Commissioners of Monroe County, Florida, "Owner," and James C. Berry, d/b/a/ Republic Parking System, whose address is 1600 Republic Centre, Chattanooga, TN 37450, the "Operator," is hereby amended as follows: ARTICLE IV REIMBURSEMENT AND COMPENSATION TO OPERATOR 4.01 Management Fee. The Owner shall pay the Operator a Management fee of $950 per month, payable on the first day of the month in advance. In addition, the Owner shall paV the 0 rat#r a monthly fee of $200 for data processing simultaneously wfth the Management fee. Exhibit "D" to the original Manage t Agr'dement shall be altered to exclude the yearly $2,400 data proQssing charge from (2) Operating Budget to (1) Management fee. In all other respects, the original Management Agreement shall in full force and effect. IN WITNESS WHEREOF, the parties hereto have caused this Lease to be executed as of the day and year first above written. (SEAL) BOARD OF COUNTY COMMISSIONERS Attest: DANNY L. KOLHAGE, Clerk OF MONR COUNTY, FLORIDA By . lii/ By Deputy Uletk Mayorairman (CORPORATE SEAL) Attest: Byfvf\e 1 Q �� ��L�n By secretary airiiparking IC URKING SYSTEM awes u. berry, FI'esident r. , By Ibrnr oar D THIS AGREEMENT is made and entered into this day of r 199Z by and between the Board of County Commissioners of Monroe County, Florida acting on behalf of Key West International Airport, (hereinafter referred to as "Owner', and lames C. Berry d/b/a 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, Owner owns and operates the Key West International Airport (hereinafter referred to as the "Airport"); and NVHFrRE.4S, 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 WHEREAS, Operator has indicated a willingness and demonstrated: the ability to properly operate and manage said Airport parking facilities in accordance with the terms of this Agreement. NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained, and for such other good and valuable consideration, the receipt of which the parties hereby expressly acknowledge, the parties hereto covenant and agree to the following terms and conditions. ARTICLE I TERNI OF AGREEMENT 1.01 Ism. The initial term pf this Agreement shall be three (3) ,years commencing on the 3rd day of November 1992 _ (Commencement Date) and terminating at Midnight on the ��Ist day of October LM Qpgca Provided Operator has fulMled all conditions of this Agreement, Operator shalt 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 coercive its tight to renew, it shall so notify Owner by providing written notice to Owner not lea than one hundred eighty (180) days prior to the scheduled termination date of the initial term. Such notice shall include any Operator requested modMeations to terms and conditions, if any, of this Management Agreement Failure of the Owner to respond to the Operator within sbay (60) days shall automatically constitute acceptance of the renewal modification. ARTICLE II 7-01 t Deserfntfon of Privileges. Uses and Righhi. Owner hcreb% makes available to the Operator for management and operation: t All paid public vehicle parking facilities serving Ivey 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. Z02 Description of Facilities. The Facilities shall encompass the vehicle parking aneai serving the main terminal, a dt booths, control devices, entrances, wits, and other improvements, including the Long Term and Metered Parking Lots as more particularly described on Exhibit "A" dated . attached hereto and made a pan hereof. In the event Owner, prior to termination of the Agreement or any renewal thereof; shall vacate, move, re-establish, or materially alter the entrance to the Terminal Building or Airport grounds, or take any other action resulting in the necessity of a new parking lot and the relocation of parking equipment and cashier booths, or should the Airport Terminal - Building or airport runways be relocated to an area other than immediately adjacent to the now -existing Terminal Building resulting in the necessity cf a new parking lot area, then in such event, Owner shall provide Operator a comparable parking faeitity %xqth all parking equipment and .�•-- Z03 jmnrovernents Installed. Operator agrees to make the improvements and installations as outlined on Exhibit TO attached hereto. This will include all installation of new equipment including but not limited to automatic ticket dispensers, automatic gates, fee computer, control booth, and parking meters. Title to any and all equipment and improvements as defined in Exhibit "B" shall vest.in Owner upon installation and completion Operator shall not pay any ad valorem taxes which may be addressed against the demised premises or improvements thereon N:� I "1.6 -1 e: w 3.01 General. Monies payable by Operator to Owner shall include, all parking fees inclusive of sales tax, if any. Dishonored cheeks, uncollcctible or 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 Owner. Monies which might be otherwise 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 personal checks or credit cards for payment under such terms and conditions as may be approved by Owner for handling such payments. 3.02 Deposits As soon as- practical, but no later than the next banking day following receipt of any Gross Revenues hereunder, the Operator shall cause to have deposited said Gross Revenues in an account of and to the credit of the Owner. It shall be considered that the Owner has come into possession of the Gross Revenue only when the Owner has received the duplicate deposit slip, properly certified by a cashier or officer of the depository bank. 3.03 Report . Operator shall provide Owner, in a form and detail satisfactory to Owner, the following repots including but not necessarily limited to: A. Daily report of Gross Revenues and the duplicate - deposit slip. B. Monthly activity and Gross Revenue summaries. 3.04 Aeeoundn.& Operatorshall keep, throughout the entire term of this Agreement or any extension thereof. all books of account records customarily used in this type of operation, and as from time to time may be required by Owner. Such books of accounts and records shall be retained and available for such period of time as provided herein unless otherwise approved by the Owner. The Owner, ' at all times, throughout the term of this Agreement or any extension thereof, shall have the right to audit and examine during normal working hours aq 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 and of each year of this Agreement. 3.05 $ydM Operator shall prepare and submit to the Owner for review and approval an twcmli annual operating budget, listing all anticipated reimbursablrf costs required for the first year. Thereafter, annually, no later than 30 days prior to each year 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. 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 tact, if any, in accordance with Article 4.02 herein below. i 0 4.01 Management Fee. The Owner shall pay the Operator a Management Fee of S950.00 per month, payableon *the Ist 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. r 4.02 i'Onerntine Fxnenses. All operating budgeted expenses incurred by Operaidr 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 Operator's cost within ten (10) days from receipt by the Owner of a monthly "Expense Invoice(:)" 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 onc-twelfth (1/12) of the operating budget to cover cost of the operation. Owner shalt 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 Capital Eguinment Investment ( Yhibit Bl. The Owner shall reimburse Operator yearly S11,362-ft 1112 (one -twelfth) of which will be reimbursed monthly as a part of operating expenses. Owner shall have the right to, reimburse Operator the entire amount, shown on "Exhibit" 13, on a lump sum basis, or w•ititin one (1) year of the coma,#_m.•.••• - 0 4.04 Other F_ aciliti. a The Owner shall have the right to require the Operator to manage any additional parking facilities not contemplated at the time of eueeution 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 ravenues therefrom shall be included in Gross Revenue. 5.01 • QgM& Except as may otherwise be specifically authorized by the Owner in vMtfng, 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. 1 5.02 Consultation. The Owner reserves the right to call upon the Operator for parldng 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. 6.01 Maintenance Responsibility. Owner shall maintain all of the Facilities used by the. Operator in good and adequate condition for their intended use to the extent required by law, including the roofs & exteriors of all buildings, such as etdt booth(s) do offices, and connecting structures, fencing, concrete, asphalt and macadam paving, sidewalks and walkways, signs interior and exterior fighting, landscaping, and air conditioning. 6.02 jjtalifie. 77te Owner shall provide and pay for all Owner approved utilities. 0 ARTICLE VQ 013LIOATIONS OF OPERATOR 7.01 Maintenance and Rega 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 timer;, 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 JOL Operator. ` 7.02 Person e 1 A. 71c management, maintenance, and operation of the Facilities shall at all times be under the supervision and direction of a 1 full -lime, qualified, competent resident Facilities Manager who shall be subject to tiie 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 (S) minutes, unless otherwise specified by the Owner. The Operator shall make every reasonable effort to schedule employees so as to minimize or avoid the payment of overtime, recognizing. however, that the intent of this Agreement is to provide a high level of service to the user of the Facilities. G 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 ate•»��-- 7.03 Cleanliness of Premise: The Facfflties and all equipment and materials wed by Operator shall at all times be clean, sanitary, and free from rubbish, and other reinse. 7;04 Q A. The hours of operation shall be from 5:00 A.M. to midnight, seven (7) days per week 365 days per year. Additional coverage will be as needed and approved by the Director of Airports. These hours are subject to change as airline schedules change to provide coverage of airline flights. B: The Operator shall be responsible for ttte collection of ail monies from the Metered Parking area, the collection of which will be made at a prearranged time to be agreed on by the Operator and the Owner. The monies from which will be included in the Gross Revenues as outlined above. I r TOS AiMart Procedures. Operator agrees to observe and abide by all procedures, rules and regulations promulgated from time to time by the Federal Government, Owner or Airport staff concerning security matters, parking, ingress and egress, and any other operational matters related to the operation of the Key West International Airport &01 Operator shall indemnify, defend, and hold harmless the Board of County Commissioners, and the Key West International Airport staff and their authorized agents and representatives, from any and all claims, suits, losses, or damages for injuries to persona or property of whatsoever kind of nature, arising directly or indirectly from the act of Republic's agents or employees. &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. &03 Operator also will provide and maintain in effect throughout tine term of this Agreement, current statutory requirements. of ..���� ••-' &04 Operator shall provide the Owner with a current certificate of insurance that reflects the above insurance requirements and name Monroe County, Florida as an "additional insured" on all policies, e=gtfn workers' compensation 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 respeetive acts or omissions, and Owner shalt in no way be responsible therefotta. Neither the Operator nor any of the officers, agents, or employees of the Operator shall be deemed to be employees of the Owner for any purposes whatsoever. r t: : a• • .a : r• Lei a ui =I ►a lrqk I X-191.1 a 10.01 Termination. This Agreement shall automatically terminate and Mire 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 Right 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 event= (1) The filing by Operator of a voluntary petition for bankruptcy. (2) The institution of proceedings in bankruptcy against Operator and adjudication of Operator as a bankrupt pursuant to said proceeding. (3) The taking by a Court of jurisdiction of Operator and its assets pursuant to proceedings brought under the provision of any federal re -organizational acts and said rrocceding is not dismissed, discont; -• .4 - 0 (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. (S) The divestiture of Operator's estate herein by operation otlaw. (6) The abandonment by Operator of the Facilities, or of its buuaess 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." c / (8) The defatilt In the performance of any of the covenants and conditions required herein to be kept and performed by Operator and said default is not cured within thirty (30) days of receipt of written notice by Owner to do so, or if by reason of the nature of such default, the same cannot be remedied within thirty (30) days following receipt by Operator of written demand from Owner to do so, Operator fails to commence the remedying of such default within said thirty (30) days following such written notice. 10.03 Assignment, Transfer. and Subcontracting. Operator shall not, in any manner, assign. transfer, mortgage, pledge, encumber or otherwise convey an interest in this Agreement, nor contract the services permitted herein or any part thereof; without the prior written consent of Owner. Such consent can be withheld for any reason or for no reason at all. Any such attempted assignment, transfer, or subcontract without Owner approval shall be null and void In the event Owner consents in writing as aforesaid, Operator shall have the right to the extent permitted by Owner's consent to subcontract or assign all or any portion of the permitted services, provided that any such subcontract or assignment shall be limited to only the same - purposes as are 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. Aereenten, 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 terta ARTICLE JQ 11.01 Alterations or Additions Operator shall make no alterations or additions to the Facilities constructed thereon, without the prior written consent of the Owner. 11.02 SiM . No signs. posters, or similar devices shall be erected, displayed, or maintained by Operator in the view of the general public -in, one or about the Facilities or elsewhere on the Airport without the written approval of Owner, which consent shall not be unreasonably withheld. Any such sips 'not approved shall be immediately removed at the sole cost and expense of Operator, upon %%Titten notification thereof by Owner. ARTICLE XII : 1 I 6)& : UV I trf- : ►1* 1101 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, miles, rulings, orders, ordinances, or directives of any kind or nature without limitattr ion, as same may be amended, of any and all Federal, State, Municipal or local governmental bodies now or hereafter having _ jurisdiction over Operator, Operator's operations conducted under this Agreement on the Facilities, and over those persons and entities performing arty' 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 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 cntity 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, promulgatcd, or otherwise imposed on Operator by laws. 1202 Permits and t ±rinses 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, bowem designated, as may be required at any time throughout the emits term of this Agreement or any extension thereof by any Federal, State, or local governmental entity or any court of law having jurisdiction am Operator or Operator's operations and activities; however, such costs and expense shall be reimbursed in accordance with Paragraph 4.02 "Operating Expenses'. ARTICLE XM 13.01 Right of, Fliaht. Owner reserves unto itself, its successors and assigns, fdr 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 t 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 an the Airport, 13.03 QZration of AfMa Operator expressly agrees for itself, its sub -lessee, successors and assigns, to prevent any use of the Airport Facilities which would interfere with or adversely affect the operation, maintenance, or development of the Airport. ARTICLE XIV 14.01 Non-discrimination. Operator for itself, its successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree (a) that no person on the grounds of race, creed, color, national origin, sex, age, or handicap shalt be excluded from participation in or denied the use of said Facilities, (b) that in the construction of any improvements on, over, or under such Faeflities and the furnishing of services, no person on the grounds of race, creed, color, national origin, sex, age, or handicap shall be excluded from participation in, denied the benefits of, or otherwise be subjected to discrimination, and (c) that Operator shall use the Facilities in compliance with all other requirements imposed by or pursuant to Title 49, Code of Federal Regulation. r1...�»��-• -00 Office of the Secretary, Pan 21, Non-discrimination in Federally -Assisted Programs of the Department of Transportation -Effectuation of Title VI of the Civil Rights Act of 19&. and as said Regulations may be amended. In the event of the breach of any of the. toregoing non-discrimination covenants, Owner shall have the right to terminate this AgmetnenL This cancellation provision shall not be. effective until the procedures of Title 49, Code of Federal Regulations, Part 21, are followed and completed- including exercise or expiration of appeal rights. 14.02 Disadvantaged Business EnteMrise/affirmative Action. . Operator acknowledges that the provisions of 49 CFR, Part 23, Disadvantaged Business Enterprises (DBE), and 14 CFR Pan 152, Affirmative Action Employment Programs are applicable to the activities of Operator under the terns of this Agreement, unless exempted by said regulations, and .herepy, agrees to comply with all requirements of Owner, the Federal Aviation Administration and the U. S. Department of Transportation, in reference thereto ARTICLE XV NO't10E 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: , Oumer. Mr. Art Skelly Director of Airports Key West International Airport 3491 South Roosevelt Boulevard Key West. Florida 33040 Operator. Mr. Ron R. McDonald President Republic Parking System 1600 Republic Centre Chattanooga, Tennessee 37450 or such other respective addresses as the parties may designate to each other in writing from time to time. Notice by certified or registered mail shall be deemed given on the date that such notice is deposited in a United States Post Office. 11 :: j. Cii 1► 1&01 The headings of the various article and sections of this Agreement, and its Table of Contents, are for convenience and can of reference only, and shall not' be construed to define, limit, augment or describe the scope, context, or intent of this Agreement or any pan or pans of this Agreement. ►rr • art • .r 17.01 The parties agree that this Agreement sets forth the entire agreement between the parties, and there are no promises or understanding , other than those stated herein. None of the provisions, terms and conditions contained � this Agreement may be added to, modified, superseded or otherwise altered wteept by written instrument executed by the parties hereto. IT WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written. MONROE COUNTY BOARD OF COUNTY COMMISSIONERS (ON BEHALF OF KEY -- WEST INTERNATIONAL AIRPORT) BY: • DANNY L XOLfIAGE, Clerk OWNER rN SS REPUBLIC PARKING SYSTEM BY: PRESIDENT .s E!API-jvWi EQUIPMENT - LIST Sic Ili 2 33.0751 'ID-249 racket Spitter 5,816.00 3 23.76M.G-90 Gate with Omega 5,484.00 1 Voltage Snrgs 300.00 1 IBM-.4694 Fee Cmmputer 8,500.00 1 Non-resettable Gate Counter 125.00 I 5' z r Booth with Air 9.500.00 1 Exit Pad (7 z 20 @ 8.00) , 960.00 1 Entrance Pad (4 x 20 @ 8.00) 640.00 5 Control Loops I,250.00 17 Meter Post 680.00 15 Parking Metes - Duplex "76" 6,750.00 2 Parking Meten - Single "76" 450.00 Egwpment Installation 1,500, Total Equip=nt Cost & Installation $41,955.00 Freight Saleax �_.30.� Grand Total S 45,455. E7CiE M 017 BONUS EVALUATION Score each category from 0 - 10 (10 being highest scare). Add all scores to achieve total percents attained. Multiply percentage attained by total amount of bonus available to determine actual bonus came _ �Bl _ L CUSTOMER SBRVIC& L Raponslwneas to customer c ommentucomplaints. b. Customer assistance. G Customer M'a/turf` 0 bbe time reasonable. ` 2 >3MPL.OYEL'.� _ L Employees neat and in uniform. _ b. Employees capable and properly trained. t 1 OVERALL / ".M ANCE OF PACD m. L Facility dust. b. Timely notifiation to Airport of needed repairs. 4. ACCOUNTIMM L Bank deposits an time. Is. Repom accurate and an time. S. TICMT COMMMA . L Unaccounted tickets at reasonable levels. Is. Unusual variance fully explained. 6 BUDGED. L Submitted On time. b. Variance apenditures vs. budget aaaeptable. % LOCAL MANAOSMEND. . L SUMS at proper levels, - b. Overtime m nable. L HOME OFFICE SUPPORT. L' Recommendations concerning rates. changes in service, improvements. 9. RESPONSI'VEMM TO AMPORTS REQUESTS AND SPEaAL EvEm IQ OVERALL PERCEPTION OF PARMN0 OPERA170M TOTAL POIf M EARNBD P02M PARNPD_AOO . 96 •. _ %* GROSS REVENUE • BONU31 0 r d$ PRO FORMA FIRST YEAR OPERATING BUDGET FROIECTiON Total Operator Fees S 15,150 2. OPERATING BUDGET Salaries d Wages S 38,668 Overlime do Training 773 Payroll Taxes (11.15%) 4,398 Insuiance W/C 3,478 Recruiting Expense i SO S 47,467 General Expenses Telephone S 900 Postage 750 Data Processing Z400 Equipment Maintenance 1,500 Uniforms 750 Travel 1,500 TickewSupplies 2,000 Insurance - Liability 971 Insurance - GKL.L 219 Depreciation 17.362 S 29.352 TOTAL OPERATING -BUDGET S �419 3. START-UP EXPENSES S 2.750 TOTAL ESTIMATED FIRST YEAR'S EXPENSE S ,