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HomeMy WebLinkAbout2006-02-22-Meeting Agenda Commission Meeting Agenda Commission Chamber 2/22/2006 1:00 PM INVOCATION: Reverend Victor Thomas, Pastor Mt. Caanan Missionary Baptist Church PLEDGE OF ALLEGIANCE TO THE FLAG OF THE UNITED STATES OF AMERICA. PRESENTATION(S) A. Presentation from the Buffalo Soliders to the Augusta Recreation and Parks Department for team sponsorships in the amount of $2000 and $1000 for the Carrie J. Mays Community Center. Attachments B. Ms. Margaret Woodard, Executive Director Downtown Development Authority. RE: Accomplishments in 2005/Strategic Plan for 2006. Attachments Five (5) minute time limit per delegation DELEGATIONS C. Mr. Nelson Curry RE: Alternative funding for the base for the James Brown Statue. Attachments D. Mr. Craig, President GA/SC YES, Inc. RE: A proposal for funding a school/community project for the youth of Augusta. Attachments CONSENT AGENDA (Items 1-36) PLANNING 1. FINAL PLAT – SITAL PARK – S-669 – A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE a petition by H. Lawson Graham and Associates, on behalf of Gian Singh Ghuman, requesting final plat approval for Sital Park. This residential subdivision is located on Nellie Drive at the terminus and contains 4 lots. Attachments 2. FINAL PLAT - WEST WHEELER TOWNHOMES, SEC. 3 – S- 733 – A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE a petition by Southern Partners Inc., on behalf of ATC Development Co., requesting final plat approval for West Wheeler Townhomes, Section 3. This residential subdivision is located on West Wheeler Parkway adjacent to West Wheeler Townhomes, Section 2 and contains 26 lots. Attachments 3. FINAL PLAT – WALTON HILLS, SECTION VII – S-735 – A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE a petition by James G. Swift and Associates, on behalf of Southern Specialty Development Corp., requesting final plat approval for Walton Hills, Section VII. This residential subdivision is located on Deer Chase Lane and Walton Loop, adjacent to Walton Hills, IV, V and VI and contains 98 lots. Attachments 4. FINAL PLAT – WISTERIA HILL – S-702 – A petition by H. Lawson Graham and Associates, on behalf of Tommy McBride, requesting final approval for Wisteria Hill. This residential subdivision is located on Rosier Road, east of Sutton Place and contains 26 lots. Attachments 5. Z-06-08 - A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE a petition by Dong Whasa, on behalf of Tong Hellis, requesting a Special Exception for the purpose of establishing a meditation center or temple per Section 26-1 (a) of the Augusta-Richmond County Zoning Attachments Ordinance affecting property located at 1011-A Horseshoe Road and contains 2.64 acres. (Tax Map 280 Parcel 24) DISTRICT 8 6. Z-06-10 - A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE a petition by Southern Specialty Inc. and Nordahl Homes Inc. requesting a change of zoning from Zones R-1A (One-family Residential) and R-MH (Manufactured Home Residential) to Zone R-1A (One- family Residential) with a Special Exception to allow greater flexibility for a proposed detached single family residential subdivision not to exceed 4 units per acres in density per Section 9-2 (a) of the Comprehensive Zoning Ordinance for Augusta- Richmond County affected property located 1,550 feet, more or less, west of the southwest corner of the intersection of Windsor Spring road and Spirit Creek Road and contains approximately 115 acres. (Part of Tax Map 153 Parcel 72) DISTRICT 4 Attachments 7. Z-06-11 - A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE a petition by Alec Chaplin, on behalf of Barnyard Flea Market of Augusta, requesting a rezoning from Zone LI (Light Industry) to Zone B-2 (General Business) affecting property located at 1625 Doug Barnard Parkway and contains a 0.9 acre part of Barnyard Flea Market. (Part of Tax Map 111 Parcel 27.1) DISTRICT 1 Attachments 8. Z-06-12 - A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE a petition by Rhonda Parrish requesting a rezoning from Zone R-1 (One-family Residential) and Zone R-1A (One-family Residential) to Zone R- 1A (One-family Residential) affecting property located at 4309 Windsor Spring Road and contains 5.67 acres. (Tax Map 166-3 Parcel 2) DISTRICT 4 Attachments 9. Z-06-13 - A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE a petition by Miriam Lynne Lockhart requesting a change of zoning from Zone A (Agriculture) to Zone B-2 (General Business) affecting property located at 1778 Tobacco Road and contains .44 acres. (Tax Map Attachments 157 Parcel 23.02) DISTRICT 8 10. Z-06-14 - A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE a petition by ATC Development Corp. on behalf of Edward Sikes, requesting a change of zoning from Zone A (Agriculture) to Zone R-1E (One- family Residential) affecting property that is part of 3745 Old Waynesboro Road and contains approximately 24 acres. (Tax Map 170 Parcel 3.01) DISTRICT 8 Attachments 11. Z-06-16 - A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE a petition by Troy Goebelt, on behalf of Events Worldwide, Inc., requesting a change of zoning from R-1A (One-family Residence) to Zone B-1 (Neighborhood Business) affecting property located at 1062 Alexander Drive and contains .86 acres. (Tax Map 13-3 Parcel 2) DISTRICT 7 Attachments 12. Z-06-17 – A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE with the following conditions 1) that there be no access to River Watch Parkway and 2) that there shall be no new driveways providing access to Stevens Creek Road; a petition by Nicholls Land & Investment Co., on behalf of Edna McIntosh Hill, requesting a change of zoning from R-1A (One-family Residence) to Zone B-2 (General Business) affecting property located at 844 Stevens Creek Road and contains 1.67 acres. (Tax Map 7 Parcel 3) DISTRICT 7 Attachments PUBLIC SERVICES 13. Motion to approve assignment and Contract Approval for Airport Catering Concessionaire. (Approved by Public Services Committee February 13, 2006) Attachments 14. Motion to approve a request by Lewis C. Blanchard for an on premise consumption Liquor, Beer & Wine license to be used in connection with Washington Square Country Club located at 2834 Attachments Washington Rd. There will be Dance. District 7. Super District 1.0 (Approved by Public Services Committee February 13, 2006) 15. Motion to approve a request by Patricia E. Sheehan for an on premise consumption Liquor, Beer & Wine license to be used in connection with Sheehan's Irish Pub & Restaurant located at 1434 Monte Sano Ave. There will be Sunday Sales. District 2. Super District 9. (Approved by Public Services Committee February 13, 2006) Attachments 16. Motion to approval of Architectural Contract for new Library. (Approved by Public Services Committee February 13, 2006) Attachments 17. Motion to Approve an A/E contract with Cranston, Robertson and Whitehurst, P.C. for surveying, mapping and engineering design work of a new entrance road into Diamond Lakes Regional Park from Willis Foreman Road in the amount of $56,995.00. (Approved by Public Services Committee February 13, 2006) Attachments 18. Motion to approve the emergency replacement of boat docks at Boathouse Community Center. (Approved by Public Services Committee February 13, 2006) Attachments 19. Motion to approve a request by Melissa J. Provenzano for a Flea Market license to be used in connection with the White Elephant InDoor Marketplace located at 2704 Peach Orchard Rd. (Approved by Public Services Committee February 13, 2006) Attachments 20. Motion to approve additional professional services due to change in scope to Davis DesignGroup in the amount of $11,000. (Approved by Public Services Committee February 13, 2006) Attachments 21. Motion to approve the assignment and Contract Approval for Attachments Airport Restaurant Concessionaire. (Approved by Public Services Committee February 13, 2006) ADMINISTRATIVE SERVICES 22. Motion to approve the Reprogramming of $15,000 in Community Development Block Grant (CDBG) funds from the Economic Development Revolving Loan Fund to the Augusta Youth Center. (Approved by Administrative Services Committee February 13, 2006) Attachments 23. Motion to approve Retirement of Ms. Barbara Booker under the 1977 Pension Plan. (Approved by Administrative Services Committee February 13, 2006) Attachments 24. Motion to approve Contract Extension and reimbursement for services rendered in South Augusta by Prime Commercial Properties, Inc., in the amount of $11,000.00 for the Economic Development Ombudsman Program subject to clarification/supporting documents on the Weed and Seed CDBG funding. (Approved by Administrative Services Committee February 13, 2006) Attachments 25. Motion to approve a request from Mr. Van McMillan, Director of ARC Weed & Seed Program to amend the 2005 CDBG agreement to reflect a budget adjustment to include the salary of the computer instructor at a cost of $3,800 and an after school tutorial instructor at the cost of $877.50. The total of the budget adjustment is $4,677.60. (Approved by Administrative Services Comnmitte February 13, 2006) Attachments 26. Motion to approve a request for Department Name Change for the Weed and Seed Initiative to Department of Neighborhood Enhancement. (Approved by Administrative Services Committee February 13, 2006) Attachments PUBLIC SAFETY 27. Motion to approve allowing Mr. Harold Rhodes forty-five (45) days for the implementation of an action plan for the South Augusta Flea Market. (Approved by the Public Safety Committee February 13, 2006) Attachments FINANCE 28. Motion to approve a request from Bethel AME Church for a waiver of taxes for 2005 for property at 839 Ninth Street. (Map 46-4, Parcel 162) (Approved by Finance Committee February 13, 2006) Attachments 29. Motion to approve the acquisition of 3 compact pickup trucks, 5 full-size pickup trucks, 2 utility body trucks, and 2 cargo vans for the Utilities Department-Customer Service Division. (Approved by Finance Committee February 13, 2006) Attachments 30. Motion to approve the acquisition of 1 slope mower for the Public Services – Maintenance Division from Kut Kwick Corporation of Brunswick, Georgia for $40,623.00 (Lowest Bid offer for bid 05- 150). (Approved by Finance Committee February 13, 2006) Attachments 31. Motion to approve a request from the Richmond County Neighborhood Associations Alliance, Inc. for city sponsorship through the purchase of tickets for the 10th Annual Banquet. (Approved by Finance Committee February 13, 2006) Attachments ENGINEERING SERVICES 32. Motion to approve proposed Change Order No. 2 to Horsepen Sanitary Sewer Project AUD 50175, and continue sanitary sewer installation in the Fairington neighborhood. (Approved by Engineering Services Committee February 13, 2006) Attachments 33. Motion to approve funding from the Landfill account for the Attachments Brownfield Commission Economic Development Summit. (Approved by Engineering Services Committee February 13, 2006) 34. Motion to approve bid award for Corporate Communications Plan RFQ #06-016 to Acsential Technologies. (Approved by Engineering Services Committee February 13, 2006) Attachments PETITIONS AND COMMUNICATIONS 35. Motion to approve the minutes of the regular meeting of the Commission held February 8, 2006. Attachments APPOINTMENT(S) 36. Motion to approve the reappointment of Mr. Clyde Hightower as the Mayoral appointment to the Augusta-Richmond County's Minority Business Council. Attachments ****END CONSENT AGENDA**** AUGUSTA COMMISSION 2/22/2006 AUGUSTA COMMISSION REGULAR AGENDA 2/22/2006 (Items 37-45) PLANNING 37. Z-06-09 - A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE with the condition that the family personal care home be limited to three (3) unrelated clients; a petition by Emma Bright, on behalf of Sallie Mae Bright, requesting a Special Exception for the purpose of establishing a family personal care home per Section 26-1 (H) of the Attachments Comprehensive Zoning Ordinance for Augusta-Richmond County affecting property located at 2200 Central Avenue and contains .17 acres. (Tax Map 44-2 Parcel 252) DISTRICT 3 ADMINISTRATIVE SERVICES 38. Motion to approve a one year $2 increase and all city employees be charged the same rate. (No recommendation from Administrative Services Committee February 13, 2006 Attachments 39. Motion to approve entering into a contractual agreement with selected Health/Dental Insurance Provider. (No recommendation from Administrative Services Committee February 13, 2006) Attachments FINANCE 40. Motion to approve the selection of Bond Counsel and Financial Advisor. Attachments 41. Consider pay raises for elected officials. (No recommendation from Finance Committee February 13, 2006) Attachments ENGINEERING SERVICES 42. Approve Award of the contract for RFP 06-803, “Parking Management – Radisson Riverfront Hotel” to Republic Parking System. The total annual contract cost is $208,550. This contract is for a 36 month period, from February 1, 2006 through January 31, 2009, with an option to renew for two additional two year terms upon approval by the Augusta Commission. (Approved by Finance Committee and no recommendation from Engineering Services Committee February 13, 2006) Attachments PETITIONS AND COMMUNICATIONS 43. Motion to approve a request from Mach Academy to be a direct recipent of grants funds from the Children and Youth Coordinating Attachments Upcoming Meetings www.augustaga.gov Council. ATTORNEY 44. Discuss/approve severance package for Teresa Smith. Attachments LEGAL MEETING A. Pending and Potential Litigation. B. Real Estate. C. Personnel. 45. Motion to approve authorization for the mayor to execute affidavit of compliance with Georgia's Open Meeting Act. Commission Meeting Agenda 2/22/2006 1:00 PM Invocation Department: Caption:Reverend Victor Thomas, Pastor Mt. Caanan Missionary Baptist Church Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Buffalo Soliders Department: Caption:Presentation from the Buffalo Soliders to the Augusta Recreation and Parks Department for team sponsorships in the amount of $2000 and $1000 for the Carrie J. Mays Community Center. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM DDA Director Department: Caption:Ms. Margaret Woodard, Executive Director Downtown Development Authority. RE: Accomplishments in 2005/Strategic Plan for 2006. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Funding James Brown Base Department: Caption:Mr. Nelson Curry RE: Alternative funding for the base for the James Brown Statue. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Funding school/community project Department: Caption:Mr. Craig, President GA/SC YES, Inc. RE: A proposal for funding a school/community project for the youth of Augusta. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Planning Commission Department:Planning Commission Caption:FINAL PLAT – SITAL PARK – S-669 – A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE a petition by H. Lawson Graham and Associates, on behalf of Gian Singh Ghuman, requesting final plat approval for Sital Park. This residential subdivision is located on Nellie Drive at the terminus and contains 4 lots. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Planning Commission Department:Planning Commission Caption:FINAL PLAT - WEST WHEELER TOWNHOMES, SEC. 3 – S-733 – A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE a petition by Southern Partners Inc., on behalf of ATC Development Co., requesting final plat approval for West Wheeler Townhomes, Section 3. This residential subdivision is located on West Wheeler Parkway adjacent to West Wheeler Townhomes, Section 2 and contains 26 lots. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Planning Commission Department:Planning Commission Caption:FINAL PLAT – WALTON HILLS, SECTION VII – S-735 – A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE a petition by James G. Swift and Associates, on behalf of Southern Specialty Development Corp., requesting final plat approval for Walton Hills, Section VII. This residential subdivision is located on Deer Chase Lane and Walton Loop, adjacent to Walton Hills, IV, V and VI and contains 98 lots. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Planning Commission Department:Planning Commission Caption:FINAL PLAT – WISTERIA HILL – S-702 – A petition by H. Lawson Graham and Associates, on behalf of Tommy McBride, requesting final approval for Wisteria Hill. This residential subdivision is located on Rosier Road, east of Sutton Place and contains 26 lots. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Planning Commission Department:Planning Commission Caption:Z-06-08 - A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE a petition by Dong Whasa, on behalf of Tong Hellis, requesting a Special Exception for the purpose of establishing a meditation center or temple per Section 26-1 (a) of the Augusta-Richmond County Zoning Ordinance affecting property located at 1011-A Horseshoe Road and contains 2.64 acres. (Tax Map 280 Parcel 24) DISTRICT 8 Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Planning Commission Department:Planning Commission Caption:Z-06-10 - A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE a petition by Southern Specialty Inc. and Nordahl Homes Inc. requesting a change of zoning from Zones R-1A (One-family Residential) and R-MH (Manufactured Home Residential) to Zone R-1A (One-family Residential) with a Special Exception to allow greater flexibility for a proposed detached single family residential subdivision not to exceed 4 units per acres in density per Section 9-2 (a) of the Comprehensive Zoning Ordinance for Augusta-Richmond County affected property located 1,550 feet, more or less, west of the southwest corner of the intersection of Windsor Spring road and Spirit Creek Road and contains approximately 115 acres. (Part of Tax Map 153 Parcel 72) DISTRICT 4 Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Planning Commission Department:Planning Commission Caption:Z-06-11 - A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE a petition by Alec Chaplin, on behalf of Barnyard Flea Market of Augusta, requesting a rezoning from Zone LI (Light Industry) to Zone B-2 (General Business) affecting property located at 1625 Doug Barnard Parkway and contains a 0.9 acre part of Barnyard Flea Market. (Part of Tax Map 111 Parcel 27.1) DISTRICT 1 Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Planning Commission Department:Planning Commission Caption:Z-06-12 - A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE a petition by Rhonda Parrish requesting a rezoning from Zone R-1 (One-family Residential) and Zone R-1A (One-family Residential) to Zone R-1A (One-family Residential) affecting property located at 4309 Windsor Spring Road and contains 5.67 acres. (Tax Map 166-3 Parcel 2) DISTRICT 4 Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Planning Commission Department:Planning Commission Caption:Z-06-13 - A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE a petition by Miriam Lynne Lockhart requesting a change of zoning from Zone A (Agriculture) to Zone B-2 (General Business) affecting property located at 1778 Tobacco Road and contains .44 acres. (Tax Map 157 Parcel 23.02) DISTRICT 8 Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Planning Commission Department:Planning Commission Caption:Z-06-14 - A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE a petition by ATC Development Corp. on behalf of Edward Sikes, requesting a change of zoning from Zone A (Agriculture) to Zone R-1E (One-family Residential) affecting property that is part of 3745 Old Waynesboro Road and contains approximately 24 acres. (Tax Map 170 Parcel 3.01) DISTRICT 8 Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Planning Commission Department:Planning Commission Caption:Z-06-16 - A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE a petition by Troy Goebelt, on behalf of Events Worldwide, Inc., requesting a change of zoning from R-1A (One-family Residence) to Zone B-1 (Neighborhood Business) affecting property located at 1062 Alexander Drive and contains .86 acres. (Tax Map 13-3 Parcel 2) DISTRICT 7 Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Planning Commission Department:Planning Commission Caption:Z-06-17 – A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE with the following conditions 1) that there be no access to River Watch Parkway and 2) that there shall be no new driveways providing access to Stevens Creek Road; a petition by Nicholls Land & Investment Co., on behalf of Edna McIntosh Hill, requesting a change of zoning from R-1A (One-family Residence) to Zone B-2 (General Business) affecting property located at 844 Stevens Creek Road and contains 1.67 acres. (Tax Map 7 Parcel 3) DISTRICT 7 Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Planning Commission - Regular Agenda Department:Planning Commission Caption:Z-06-09 - A request for concurrence with the Augusta Richmond County Planning Commission to APPROVE with the condition that the family personal care home be limited to three (3) unrelated clients; a petition by Emma Bright, on behalf of Sallie Mae Bright, requesting a Special Exception for the purpose of establishing a family personal care home per Section 26-1 (H) of the Comprehensive Zoning Ordinance for Augusta-Richmond County affecting property located at 2200 Central Avenue and contains .17 acres. (Tax Map 44-2 Parcel 252) DISTRICT 3 Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Airport Catering Concessionaire Department:Augusta Regional Airport Caption:Motion to approve assignment and Contract Approval for Airport Catering Concessionaire. (Approved by Public Services Committee February 13, 2006) Background:The Augusta Aviation Commission through the RFP process has selected Events 20/20 as Augusta Regional Airport catering concessionaire. The RFP was submitted twice with Events 20/20 being the only vendor submitting a proposal both times. Analysis:Events 20/20 is currently providing catering concessions at the airport. Financial Impact:The contract is for three (3) years, effective March 1, 2006 with two (2) one year renewals. A flat fee of $950 per month is due the airport quarterly by the tenth day of the last month of the quarter. Alternatives:Reject request. Recommendation:The Augusta Aviation Commission approved this assignment at the January 26, 2006 meeting and recommends Augusta Commission approval. Funds are Available in the Following Accounts: N/A REVIEWED AND APPROVED BY: Finance. Procurement. Disadvantaged Business Enterprise. Administrator. Clerk of Commission AUGUSTA REGIONAL AIRPORT AT BUSH FIELD State of Georgia ) ) County of Richmond ) CATERING CONTRACT THIS CONTRACT made and entered into this _______ day of _________________, _____________, 2006, by and between, AUGUSTA GEORGIA, a political subdivision of the State of Georgia (hereinafter referred to as “Augusta”), acting by and through the AUGUSTA AVIATION COMMISSION, whose address is Augusta Regional Airport at Bush Field, 1501 Aviation Way, Augusta, Georgia 30906-9600(hereinafter called “Airport”), and MIKE SMITH CATERING, INC. DBA EVENTS 20/20, whose address is 4011 Enterprise Court, Martinez, Georgia, 30907 (hereinafter called “Caterer”). Aviation Services, the fixed base operator (FBO) and a department of Augusta Regional Airport is hereinafter referred to as “FBO”. WHEREAS the Airport operates the Augusta Regional Airport at Bush Field and requires catering for FBO customers, and WHEREAS Caterer is a company engaged in the business of providing catering as required by the Airport, and WHEREAS the Airport wishes to, and is authorized to, grant to Caterer the right to provide catering at the Airport under an agreement containing mutually satisfactory terms and covenants. NOW, THEREFORE, in consideration of the mutual covenants, terms, conditions, privileges, obligations and agreements herein contained, the Airport and Caterer hereby mutually undertake, promise, and agree, each for itself and its successors and assigns, as follows: 1. Concept of Operations. a. Caterer shall provide aircraft catering, as requested by aircraft owner/operators, during the term of this agreement. b. Caterer will meet all Federal, State, and Local laws and requirements for food preparation and delivery for food to be consumed in-flight. c. Caterer will assist in planning for catering for private, corporate, and commercial aircraft operating through the FBO. d. Caterer will pay for all costs of goods sold, cost of rented or leased equipment, and for all labor charges incident to services under this Contract. e. Since Caterer employees will be required to operate in the secure areas of the airport, all employees will be required to obtain the Airport’s Security Identification Display Area (SIDA) badge and all employees shall be subject to and comply with all Transportation Security Administration rules and regulations as well as all ordinances AUGUSTA REGIONAL AIRPORT AT BUSH FIELD CATERING CONTRACT Page 2 of Richmond County, Georgia. To qualify for the badge, individual must be fingerprinted and have a background investigation completed. Caterer will bear cost associated with badging employees. f. FBO Facilities. A catering storage room is located west of the FBO. Caterer may use the room for storing catering orders. Storage room has electricity and lights but, is otherwise unimproved. Caterer hereby accepts the facilities in an “as is” condition and agrees to comply with all rules and regulations regarding food storage and preparation and sanitation. g. Catering orders for food will always be maintained at proper temperatures and handled properly by all personnel. The delivery vehicle will be clean and present proper image at all times. h. Food. Catering food orders should be made of quality products, in sufficient portions so as not to be scant or excessive, in a pleasant presentation, and offer a variety of options for the customer. i. Beverages. Caterer will provide alcoholic and non-alcoholic beverages as requested for aircraft catering. j. Other services. In addition, Caterer will be expected to wash dishes, prepare laundry, etc. and to comply with catering orders as requested. k. Catering storage. Caterer will provide all equipment required for holding catering food orders until picked up by the customer. This may include but is not limited to refrigerators, etc. l. Ordering. Caterer will establish a 24-hour telephone ordering system for catering. FBO has a catering telephone number that is published nationwide. When taking orders the Caterer should, at a minimum, include the following information along with the catering request: Flight date Delivery date, if different from flight date Aircraft tail number Name of person placing order Requested delivery time Special packaging Instructions m. Billing. Caterer will establish a direct bill system for catering orders. Caterer will collect all revenue for all sales for catering services. Neither Augusta, Airport nor FBO shall be deemed a party to any catering contract and shall not be liable for the collection of any bills for catering nor for the breach of any catering contract by AUGUSTA REGIONAL AIRPORT AT BUSH FIELD CATERING CONTRACT Page 3 Caterer or any third party. n. Catering Delivery. (1) Normally, the Caterer will deliver catering orders to the FBO and store them in the catering storage room no later than two (2) hours prior to aircraft scheduled departure time unless instructed otherwise. Except during Masters® Golf Tournament, FBO personnel will normally deliver catering to the aircraft for general aviation and corporate aircraft. (2) Caterer will deliver catering to and properly store catering on commercially operated aircraft. (3) Catering orders will be marked to easily identify customer and logged in at time of delivery (see Catering Log). o. Masters® Golf Tournament Operations. (1) The Masters® Golf Tournament is held annually during the first full week in April. (2) Caterer will set up a customer service office inside the FBO to handle all catering requests. (3) Caterer will deliver all catering to the aircraft during the tournament. (4) Masters operation will begin at midnight on Sunday prior to the Tournament and end at noon on Monday following the Tournament. (5) Caterer will provide all personnel, equipment and supplies as required to perform catering duties i.e., golf carts, radios, etc. 2. Term. The term of this contract shall be for a period of three (3) year(s) commencing on March 1, 2006 with an additional two (2) one-year options to renew. Either party may terminate this Agreement upon giving ninety (90) days written notice of the intent to cancel prior to the end of the initial term or any term thereafter. Should either party desire to exercise the option to renew, the party exercising the option shall notify the other party, in writing ninety (90) days prior to the expiration of the current term. 3. Leased Premises. a. Airport does hereby lease and Caterer, for its exclusive use, does hereby lease storage space known as the Catering room. Airport reserves the right to relocate Catering room to another location should the need arise during the term of this Contact. b. During the term of this Contract, Caterer agrees to pay Airport the rental sum of One AUGUSTA REGIONAL AIRPORT AT BUSH FIELD CATERING CONTRACT Page 4 Dollar ($1.00) per annum for use of Leased Premises, payable in advance. 4. Compensation. During the primary term of this lease and extension, Caterer agrees to pay Augusta Regional Airport a flat fee of $950.00 per month, payable on a quarterly basis. Payments are due on the 10th day of the last month of the quarter in accordance with the following schedule: Quarter Due Date Payment March 1 - May 31 May 10 $2,850 June 1 - August 31, August 10 $2,850 September 1 - November 30 November 10 $2,850 December 1 - February 28 February 10 $2,850 5. Utilities. Caterer shall pay all charges for electricity, gas, water, sewer service, sewer treatment, telephone and any other communication or utility service used in or rendered or supplied to the Leased Premises throughout the term of this Contract and shall indemnify Airport and hold it forever harmless against any and all liability or damages related thereto. 6. Repairs and Maintenance. Airport shall maintain the Leased Premises, including any changes, additions, alterations, modifications and/or improvements made by Caterer as provided herein, normal wear and tear are excluded. 7. Changes, Additions, Alterations, Modifications, Improvements. Caterer shall not without prior written consent of Airport, make any changes, additions, alterations, modifications and/or improvements, structural or otherwise, in or upon any part of the Leased Premises. The foregoing shall also apply to any exterior signs, notices, placement of machinery or equipment either attached or placed outside of the Leased Premises. Caterer agrees to submit any and all plans for any changes, additions, alterations, modifications and/or improvements to the Leased Premises to Airport for approval before said alterations, changes or additions are begun. Airport shall not unreasonably withhold its approval of said plans. 8. Title to Changes, Additions, Alterations, Modifications, Improvements. It is mutually understood and agreed that title to any changes, additions, alterations, modifications and/or improvements, whether existing on the Leased Premises at the effective date of this Contract or added to the Leased Premises during the term of this Contract, and to all of the building and structures and all other improvements of a permanent character that may be built upon the Leased Premises by Caterer during the term of the Contract shall remain the property of the Airport and that fee simple title to the same shall be vested in Airport. 9. Inspection by Airport. Airport, its authorized agents or representatives shall have the right to enter upon the Leased premises to make inspections during regular business hours when a AUGUSTA REGIONAL AIRPORT AT BUSH FIELD CATERING CONTRACT Page 5 representative of Caterer is present, or at any time in case of an emergency to determine whether Caterer has complied with and is complying with the terms and conditions of this Contract; provided, however, that said inspection shall in no event unduly disrupt or interfere with the operation of Caterer. Any deficiencies noted during the inspection shall be corrected in thirty (30) days. 10. Taxes. Caterer shall pay any and all personal property and sales taxes that may be assessed against its equipment, merchandise, or other property located on or about the Leased Premises and any franchise fees or other taxes which may be imposed or assessed against Caterer or its leasehold interest. 11. Rules and Regulations. Caterer agrees that use of the Leased Premises shall be conducted in compliance with all local, state and federal laws, the ordinances of Augusta, Georgia, the rules and regulations of the Augusta-Richmond County Commission, and all rules and regulations of Airport and its designated Manager. Caterer further agrees to endeavor to conduct its business in such a manner as will develop and maintain the good will and active interest of the general public. Caterer specifically agrees that its operations shall be conducted in compliance with all federal, state and local environmental laws, rules and regulations, and agrees to indemnify and hold harmless Airport (and each of Airport’s elected officials, officers, agents, employees and representatives), from and against any claims, actions, demands or liabilities of any kind arising out of or relating to Caterer’s use of the Leased Premises 12. Insurance. Caterer must maintain appropriate insurance for restaurant and catering operations. Augusta Regional Airport, the Augusta Aviation Commission, Augusta, Georgia, and the Augusta Richmond County Commission shall be named as additional insureds, and such policy of insurance shall provide for a 30-day notice of any cancellation or policy changes. Liability limits shall be no less than $1,000,000 to include Broad Form General Liability inclusive of Product Liability. Liquor liability must be included. 13. Indemnity Insurance. Caterer agrees to indemnify and hold harmless Augusta, the Airport and FBO from any and all claims in any way related to or arising out of any failure of Caterer to perform its obligations hereunder or related to or arising out of any damage or injury to property or persons, occurring or allegedly occurring in, on or about the Leased Premises or on Airport property during the period from the date of this Contract to the end of the Contract Term, including reasonable attorney's fees and expenses of litigation incurred by Airport in connection therewith. Caterer further agrees that the foregoing provision to indemnify and hold harmless also applies to any claims for damage or injury to himself and/or any individuals employed or retained by himself in connection with any changes, additions, alterations, modifications and/or improvements made to the Leased Premises, and hereby releases Airport from liability in connection with any such claims. AUGUSTA REGIONAL AIRPORT AT BUSH FIELD CATERING CONTRACT Page 6 14. Assignments. Caterer shall not, assign this Contract or any interest there under, sublet the Leased Premises or any part thereof, or permit the use of the Leased Premises by any party other than Caterer without the prior written consent of the Airport. Any consent to one assignment or sublease shall not destroy or waive this provision, and all later assignments and subleases shall likewise be made only upon prior written consent of the airport. Subtenants or assignees shall become liable directly to the Airport for all obligations of Caterer, without relieving Caterer’s liability. 15. Default. It is understood between the parties hereto that in the event of default by either of the parties during the term of this Contract, the other party shall have the right forthwith to give notice thereof to the party in default, same to be in writing, and if such condition of default is not removed and restored within ten (10) days after receipt of such notice, then the other party shall forthwith have the option of declaring this Contract in default and proceed to enforce their rights in accordance with the law. For purposes of this Section, an "event of default" includes but is not limited to: a. Caterer’s failure to make any payment when it becomes due under this Contract, where such failure continues for 10 days after the due date; b. Caterer’s failure to perform, observe and/or comply with any provision of this Contract, where such failure is not cured within 15 days of notice thereof from Airport; or c. Caterer’s insolvency or inability to pay its debts as they become due, or Caterer making of an assignment for the benefit of creditors, Caterer’s application for or consent to the appointment of a receiver, trustee, conservator or liquidator of Caterer or of any of its assets, or Caterer’s filing of a petition for relief under any bankruptcy, insolvency, reorganization or similar laws, or the filing of a petition in, or proceeding under, any bankruptcy, insolvency, reorganization or similar laws against Airport, which is not dismissed or fully stayed within twenty (20) days after the filing or institution thereof. 16. Quiet Enjoyment, Ingress and Egress. Airport covenants and warrants that Caterer, so long as it shall pay the rentals herein stipulated and shall perform the duties and obligations herein agreed to be performed by it, shall peaceably and quietly have, hold and occupy and shall have the exclusive use and enjoyment of the Leased Premises during the term of this Contract and any extensions thereof. Caterer, its invitees, guests, customers and employees shall have full right of ingress and egress to the Leased Premises at all times and without charge, toll or fee. 17. Leased Premises accepted "as-is." Caterer acknowledges and agrees that he has inspected the Leased Premises prior to his execution of this Contract, that he is aware of the condition of the Leased Premises as of the date of execution of this Contract, and Caterer leases the Leased Premises "as-is." Airport agrees that Leased Premises will meet applicable city codes AUGUSTA REGIONAL AIRPORT AT BUSH FIELD CATERING CONTRACT Page 7 at time of Caterer’s occupancy, but makes no representation as to its suitability for Caterer’s intended use 18. Notices. All notices, demands, and requests which may or are required to be given by either Airport or Caterer to the other shall be in writing and shall be deemed to have been properly given when sent postage pre-paid by registered or certified mail (with return receipt requested) addressed as follows: If intended for Caterer: If intended for Airport: Events 20/20 Augusta Aviation Commission Attn Mike Smith C/o, Executive Director 4011 Enterprise Court 1501 Aviation Way Martinez, GA 30907 Augusta, GA 30906 Either party may change the address and name of addressee to which subsequent notices are to be sent by notice to the other given as aforesaid. 19. Exculpation; Indemnity. Wherever in this Contract Airport’s liability is limited, modified or exculpated or Caterer agrees to indemnify or hold Airport harmless or have Airport named as an additional insured, the term Airport shall mean and include the Augusta-Richmond County Commission (including its Mayor) and its members, officers, elected officials, agents, servants, employees and successors in office. 20. Covenants Bind and Benefit Successors and Assigns. The provisions of this Contract shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns; provided, however, that no one shall have any benefit or acquire any rights under this Contract pursuant to any conveyance, transfer, or assignment in violation of any of its provisions. 21. Governing Law. This Contract shall be governed and interpreted by the laws of the State of Georgia. 22. Entire Contract. This Contract, to include Caterer’s response to Request for Proposal # 06- 085, contains the entire Contract of the parties, and no representations, inducements, promises or Contracts, oral or otherwise, between the parties not embodied herein shall be of any force or effect. No failure of either party to exercise any power given it hereunder, or to insist upon strict compliance by either party of any obligations hereunder, and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of either party's right to demand exact compliance with the terms hereof. 23. Breach. Upon the failure of Caterer to observe or comply with any of the provisions of this Contract, Airport may immediately terminate this Contract and institute such actions necessary to recover the property and evict Caterer. AUGUSTA REGIONAL AIRPORT AT BUSH FIELD CATERING CONTRACT Page 8 24. Contract Termination. a. In the event of failure to comply with the terms of this contract, Airport and Caterer agree that Airport may terminate this Contract or any work or delivery required hereunder, from time to time, either in whole or in part. Termination, in whole or in part, shall be effected by delivery of a Notice of Termination signed by the Executive Director of Augusta Regional Airport at Bush Field, specifically setting forth the effective date of termination. b. Upon receipt of such Notice, Caterer shall: (1) Cease any further deliveries of work due under this Contract, on the applicable date, and to the extent, which may be specified in the Notice; (2) Accept no further orders except as may be necessary to perform that portion of this Contract not subject to the Notice; and (3) Use his best efforts to mitigate any damages which may be sustained as a consequence of termination under this clause. 25. Premises. If the Leased Premises should be damaged or destroyed by fire or other casualty, the same shall be repaired or replaced utilizing the proceeds of the insurance coverage required to be maintained by Caterer under the terms of this Contract. In the event such damage or destruction renders the Leased Premises untenantable, the rent required to be paid hereunder shall nevertheless continue to be paid by Caterer without interruption during the period of repair or replacement. 26. Miscellaneous. a. Captioned herein are included for convenience of the parties only and shall not be deemed to modify or restrict the meaning or interpretation of any of the terms or provisions hereof. b. In the event any covenant, condition, or provision herein contained is held to be invalid by a court of competent jurisdiction, the invalidity of any such covenant, condition, or provision shall in no way affect any other covenant, condition, or provision herein contained provided that the invalidity of any such covenant, condition, or provision does not materially prejudice either Lessor or Lessee in its respective rights and obligations contained in the valid covenants, conditions, and provisions of this Lease. c. As between Lessor and Lessee, Lessee in the occupancy, use, and maintenance of the leased Premises under the terms hereof, shall at all times act in the capacity of an independent contractor. AUGUSTA REGIONAL AIRPORT AT BUSH FIELD CATERING CONTRACT Page 9 d. All claims, disputes and other matters in question between the Lessor and the Lessee arising out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. e. Lessee acknowledges that all records relating to this Agreement and the services to be provided under the contract may be a public record subject to Georgia's Open Records Act (O.C.G.A. § 50-18-70, et seq.). Lessee shall cooperate fully in responding to such request and making all records, not exempt, available for inspection and copying as provided by law. IN WITNESS WHEREOF, the parties hereof have caused this Contract to be executed as of the day and year first above written. Signed, sealed, and delivered In the presence of: CITY OF AUGUSTA ___________________________ By: ___________________________ Notary Public, State of GA As its: Mayor My Commission Expires: _______ [SEAL] Attest: _________________________ Its: Clerk of Commission Signed, sealed, and delivered AUGUSTA AVIATION COMMISSION In the presence of: ___________________________ By: _________________________ Notary Public, State of GA As its: CHAIRMAN My Commission Expires: ____________ [SEAL] Signed, sealed, and delivered MIKE SMITH CATERING, INC. In the presence of: __________________________ By: __________________________ Notary Public, State of GA Its: President My Commission Expires: ____________ AUGUSTA REGIONAL AIRPORT AT BUSH FIELD CATERING CONTRACT Page 10 Catering Log INSTRUCTIONS: Aviation Services clerk completes form when catering is delivered to FBO. Caterer will provide customer’s flight/tail number and number of packages in the order. Date # of Packages Flight / Tail # Delivery Initials FBO Initials Or i g i n a l N i n e ( 9 ) C o p i e s A d d e n d u m 1 Ev e n t s 2 0 / 2 0 X X X RF P # 0 6 - 0 8 5 b i d p a c k a g e w a s m a i l e d o u t t o 2 1 co m p a n i e s , p u b l i c i z e d i n t h e A u g u s t a C h r o n i c l e o n No v e m b e r 2 4 , 2 0 0 5 , D e c e m b e r 1 , 8 a n d 1 5 , 2 0 0 5 an d i n t h e M e t r o C o u r i e r o n N o v e m b e r 3 0 , 2 0 0 5 . It w a s u p l o a d e d o n D e m a n d s t a r 1 1 / 2 9 / 0 5 a n d De m a n s t a r n o t i f i e d 5 5 c o m p a n i e s . F o u r co m p a n i e s a t t e n d e d t h e p r e - m a n d a t o r y b i d me e t i n g h e l d o n D e c e m b e r 1 6 , 2 0 0 5 : R o n l y n Co r p o r a t i o n , E v e n t s 2 0 - 2 0 , T h e C h e f ' s H o u s e a n d Ta i l w i n d s L o u n g e . O n l y E v e n t s 2 0 - 2 0 s u b m i t t e d a pr o p o s a l w h i c h w a s f o u n d t o b e r e s p o n s i v e a f t e r ca r e f u l e v a l u a t i o n o f t h e i r p r o p o s a l . RF P # 0 6 - 0 8 5 Ai r c r a f t C a t e r i n g Au g u s t a R e g i o n a l A i r p o r t RF P D u e : T h u r s d a y , D e c e m b e r 2 9 , 2 0 0 5 @ 3 : 0 0 p . m . Commission Meeting Agenda 2/22/2006 1:00 PM Alcohol License Application Department: Caption:Motion to approve a request by Lewis C. Blanchard for an on premise consumption Liquor, Beer & Wine license to be used in connection with Washington Square Country Club located at 2834 Washington Rd. There will be Dance. District 7. Super District 1.0 (Approved by Public Services Committee February 13, 2006) Background:This is a new application. Analysis:The applicant has met all the requiremensts of the Augusta Richmond County Alcohol Ordinance. Financial Impact:The applicant will pay a fee of $3950.00 Alternatives: Recommendation:License & Inspections recommends approval. RCSD recommends approval Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Alcohol License Application Department:License & Inspections Caption:Motion to approve a request by Patricia E. Sheehan for an on premise consumption Liquor, Beer & Wine license to be used in connection with Sheehan's Irish Pub & Restaurant located at 1434 Monte Sano Ave. There will be Sunday Sales. District 2. Super District 9. (Approved by Public Services Committee February 13, 2006) Background:This is a new application. Analysis:The applicant has met all the requirements of the Augusta Richmond County Alcohol Ordinance. Financial Impact:The applicant will pay a fee of $4950.00. Alternatives: Recommendation:License & Inspections recommends approval. The RCSD recommends approval. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Architectural Contract for Library Department:Library--Gary Swint, Director Caption:Motion to approval of Architectural Contract for new Library. (Approved by Public Services Committee February 13, 2006) Background:A Selection Committee was appointed by the Library Board. It issued, through Purchasing, a RFQ. Nine qualified submittals were received. The Committee selected four finalist based on a variety of criteria including, but not limited to, proximity, DBE, and experience with similar projects. These four made presentations to the Committee which then chose Studio 3/Craig, Gaulden, Davis as the best submittal. Analysis:The qualifications and presentations of the Studio 3 Design Group were judged the best from the firms and combinations making submittals. Financial Impact:Total cost of contract, including construction is $17,845,000. The professional fees for the contract is $1,645,000 of this amount. Alternatives:Iniate a new bid process. Recommendation:It is recommended that the contract be approved. Funds are Available in the Following Accounts: Funding is authorized in SPLOST. SPLOST IV, Job #202150320, GL #324051120 SPLOST V, Job # not yet assigned, GL #325051120 REVIEWED AND APPROVED BY: Clerk of Commission ARCH-LS.PM 1/13/04 1 AGREEMENT FOR DESIGN CONSULTANT SERVICES AGREEMENT made this ________ day of February, 2006, BETWEEN the Owner: Augusta, Georgia, a political subdivision of the State of Georgia, acting by and through the Richmond County Commission; and the Design Consultant: Studio 3 Design Group P.C., For Professional Services in connection with the Project known as: Augusta Richmond County Public Library/East Central Georgia Regional Library Headquarters. The Construction Program Manager for the Project is: Heery International, Inc. The Owner and the Design Consultant agree as set forth below: ARTICLE 1 DEFINITIONS The following words and phrases where appearing in initial capitalization, shall for the purposes of this Agreement have the following meanings: 1.1 PROJECT. The Project shall be: All architectural, engineering and associated work, as described herein, for the new Augusta Richmond County central public library and East Central Georgia Library System headquarters, including pre- design, design, bidding, construction administration and post-construction services. 1.2 SERVICES. The Services to be performed by the Design Consultant under this Agreement shall consist of the Basic Services and any Additional Services both as defined herein. 1.3 BASIC SERVICES. Basic Services shall consist of the architectural and engineering services as described in Article 3 and as indicated and specifically designated in Exhibit "D" to be performed and provided by the Design Consultant under this Agreement in connection with the Project. 1.4 ADDITIONAL SERVICES. Additional Services shall consist of the architectural and engineering services agreed to be performed by the Design Consultant in connection with the Project but which are not specifically designated as Basic Services in Article 3 or Exhibit "D". A listing of potential Additional Services is included as Exhibit "E". 1.5 WORK. The Work shall consist of the total construction, design and related services (excluding the Services rendered by the Design Consultant) performed on the Project. ARCH-LS.PM 1/13/04 2 1.6 PROJECT DOCUMENTS. The Project shall be completed in accordance with the following Project Documents which were prepared or approved by the Owner prior to the execution of this Agreement between the Design Consultant and the Owner: 1. Owner/Construction Program Manager Contract. 2. Building Program, including any modifications mutually agreed to, in writing, between the parties to this agreement. 3. Master Schedule. 1.7 CONSTRUCTION CONTRACT DOCUMENTS. The Construction Contract Documents shall consist of the plans and specifications prepared by the Design Consultant and Commissioning Agent, and any addenda and change orders thereto, the Owner’s Project Manual documents such as the Conditions of the Contract, Contract Forms, Bidding Requirements, etc., and the Owner-Contractor agreement, all of which shall be compatible and consistent with this Agreement and the Owner/Construction Program Manager Contract. 1.8 CONTRACTOR. The Contractor is the person or entity which enters into an agreement with the Owner to perform the construction of or any construction on the Project, including, without limitation, the providing of labor, materials, and equipment incorporated or to be incorporated into the Project. The term "Contractor" means the Contractor or its authorized representative, but excludes the Construction Program Manager and the Design Consultant. 1.9 BASIC SERVICES COMPENSATION. Basic Services Compensation shall be the lump sum fee designated in Article 4 to be paid by the Owner to the Design Consultant in connection with the performance of the Basic Services by the Design Consultant. 1.10 ADDITIONAL SERVICES COMPENSATION. Additional Services Compensation shall be the fees determined in accordance with Article 7 to be paid by the Owner to the Design Consultant in connection with the performance of Additional Services. 1.11 REIMBURSABLE EXPENSES. In connection with Additional Services, Reimbursable Expenses are those actual expenditures made by the Design Consultant, its employees, or its Professional Consultants in the interest of the Project including but not limited to, County standard per diem out-of-pocket expenses for travel and living expenses in connection with the Project, long distance telephone, telex, expressage, professional consultants (other than those required for the performance of the Basic Services), and Owner-approved document reproduction. Pre-approved document reproduction expenses for Basic Services include expenses incurred for review submittals required by the Agreement, Bidding Documents, exclusive of addenda, and documents issued for ARCH-LS.PM 1/13/04 3 permitting and/or construction. Travel expenses shall be covered by Basic Services, except where the number of out-of-town trips during the design phase exceeds eighteen (18). 1.12 OWNER/CONSTRUCTION PROGRAM MANAGER CONTRACT. The Owner/Construction Program Manager Contract is the agreement between the Owner and the Construction Program Manager dated May 6, 2004 for the performance of construction program management services on the Project. 1.13 BUILDING PROGRAM. The Building Program or "Program" is the detailed written summary of the requirements of the facility which sets forth the Owner's design objectives, constraints and criteria, including space requirements and relationships, quality levels, flexibility and expandability, special equipment and systems and site requirements, as described in Exhibit "B". 1.14 MASTER SCHEDULE. The Master Schedule is a graphic display of the major activities, phases, sequences and timing of the major project activities for design, construction procurement, construction and occupancy as described in “Exhibit C.” 1.15 DESIGN PHASE CHANGE ORDER. A Design Phase Change Order is the form of documentation from the Owner approving and authorizing a modification to the Program, Budget, Master Schedule, or previously approved Design Phase documents. 1.16 COMMISSIONING AGENT. The quality assurance consultant hired by the Owner to review, validate and document that the facility and its systems are designed, installed and tested in conformance with the design intent. ARCH-LS.PM 1/13/04 4 ARTICLE 2 RELATIONSHIP OF THE PARTIES 2.1 DESIGN CONSULTANT SERVICES. The Design Consultant shall provide professional architectural/engineering services for the Project in accordance with the terms and conditions of this Agreement. The Design Consultant's performance of services shall be as professional consultant to the Owner to carry out the activities of Project design and construction administration and to provide the technical documents and supervision to achieve the Owner's Project objectives. 2.2 COMMISSIONING AGENT SERVICES. The Design Consultant understands that the Owner intends to enter into a separate contract with an independent Commissioning Agent and agrees to communicate, through the Construction Program Manager, with Commissioning Agent on matters pertaining to building systems, including mechanical, electrical, plumbing and exterior envelope, to the extent needed to support the Commissioning Agent’s mission to validate and document that the facility and its systems are designed, installed and tested in conformance with the design intent. 2.3 OWNER REPRESENTATION. The Construction Program Manager is under separate contract with the Owner to provide construction program management services. The Construction Program Manager has no design responsibilities of any nature. None of the activities of the Construction Program Manager supplant or conflict with the design, budget or any other services and responsibilities customarily furnished by the Design Consultant or subconsultants in accordance with generally accepted architectural/engineering practices except as otherwise modified by this Agreement. The Design Consultant understands and agrees that the Construction Program Manager is the Owner's exclusive representative to the Design Consultant and Contractor insofar as this Agreement is concerned. All instructions by the Owner to the Design Consultant relating to services performed by the Design Consultant will be issued or made through the Construction Program Manager. All communications and submittals of the Design Consultant to the Owner and Contractor shall be issued or made through the Construction Program Manager unless the Construction Program Manager shall otherwise direct. The Construction Program Manager shall have the authority to establish procedures, consistent with this Agreement, to be followed by the Design Consultant and Contractor and to call periodic conferences to be attended by the Design Consultant, and his subconsultants, throughout the term of this Agreement. 2.4 Design Consultant understands and agrees that it is not a third party beneficiary of any contract between the Owner and the Construction Program Manager or of their performance thereunder; nor is Design Consultant a third party beneficiary of any contract between the Owner and the Commissioning Agent. Design Consultant waives any rights, claims or causes of action it may have as an alleged third party beneficiary of any such contracts or of the performance of the parties thereunder. ARCH-LS.PM 1/13/04 5 2.5 DESIGN CONSULTANT REPRESENTATION. 2.5.1 The Design Consultant shall provide a list of all consultants which the Design Consultant intends to utilize relating to the Project. The list shall include such information on the qualifications of the consultants as may be requested by the Owner. The Owner, through the Construction Program Manager, reserves the right to review the consultants proposed, and the Design Consultant shall not retain a consultant to which the Owner, through the Construction Program Manager, has a reasonable objection. 2.5.2 The Design Consultant shall provide to the Owner, through the Construction Program Manager, a list of the proposed key project personnel of the Design Consultant and its consultants to be assigned to the Project. This list shall include such information on the professional background of each of the assigned personnel as may be requested by the Owner, through the Construction Program Manager. Such key personnel and consultants shall be satisfactory to the Owner and shall not be changed except with the consent of the Owner unless said personnel cease to be in the Design Consultant's (or its consultants, if applicable) employ. 2.6 DIVISION OF RESPONSIBILITIES/SERVICES. The Design Consultant understands and agrees that should the Construction Program Manager provide the Design Consultant with any estimating assistance, cost or time control recommendations or other consultation, recommendations or suggestions, any or all such activities on the part of the Construction Program Manager or any other representative of the Owner shall in no way relieve the Design Consultant of the responsibility of fulfilling its obligations and responsibilities under this Agreement. ARTICLE 3 BASIC SERVICES 3.1 SCOPE OF SERVICES. 3.1.1 The Basic Services to be provided by the Design Consultant shall be performed in the seven phases described hereinafter and shall include architectural, structural engineering, civil engineering, mechanical engineering, electrical engineering, plumbing engineering, fire protection engineering, interior design (except where noted as an Additional Service) and all other services customarily furnished by an architect/engineer and its consultants in accordance with generally accepted architectural and engineering practices consistent with the terms of this Agreement, and specifically identified and described in Exhibit "D" attached hereto and made a part of this Agreement. The seven phases are Pre-Design, Schematic Design, Design Development, Construction Documents, Bid/Award, Construction, and Post-Construction. 3.2 DESIGN CONSULTANT'S PROFESSIONAL RESPONSIBILITY AND STANDARD OF CARE. ARCH-LS.PM 1/13/04 6 3.2.1 By execution of this Agreement, the Design Consultant warrants that (a) it is an experienced architectural and engineering firm having the skill and the legal and professional ability necessary to perform all the Services required of it under this Agreement in connection with the design and construction of a project having the scope and complexity of the Project contemplated herein; (b) it has the capabilities and resources necessary to perform its obligations hereunder; and (c) it is familiar with all current laws, rules and regulations which are applicable to the design and construction of the Project (such laws, rules and regulations including, but not limited to, all local ordinances, requirements of building codes of city, county, state and federal authorities which are applicable to the Project, local sanitary laws and rules and regulations, and all orders and interpretations by governing public authorities of such ordinances, requirements, laws, rules and regulations in effect at the time of commencement of services on the Project), and that all drawings, specifications and other documents prepared by the Design Consultant shall be prepared in accordance with and shall accurately reflect and incorporate all such laws, rules and regulations. 3.2.2 The Design Consultant hereby represents and agrees that the drawings, specifications and other documents prepared by it pursuant to this Agreement shall be complete and functional for the purposes intended, except as to any deficiencies which are due to causes beyond the control of the Design Consultant, and that the Project, if constructed in accordance with the intent established by such drawings, specifications and other documents, shall be structurally sound and a complete and properly functioning facility suitable for the purposes for which it is intended. 3.2.3 The Design Consultant shall be responsible for any errors, inconsistencies or omissions in the drawings, specifications, and other documents. While the Design Consultant cannot guarantee the various documents required herein to be completely free of minor human errors and omissions, it shall be the responsibility of the Design Consultant throughout the period of performance under this Agreement to use due care with professional competence. The Design Consultant will correct at no additional cost to the Owner any and all errors and omissions in the drawings, specifications and other documents prepared by the Design Consultant. The Design Consultant further agrees, at no additional cost, to render assistance to the Owner in resolving problems relating to the design or specified materials. 3.2.4 In the event of a construction change order resulting from completed construction work that must be demolished, disassembled, redone or removed, as a result of errors or omissions in the Design Consultant’s drawings and specifications, the Design Consultant assents to the Owner’s right to withhold payments to Design Consultant, in the amount of the change order that is attributable to the errors and omissions. The Owner shall not have the right to unjust enrichment or withholding payments to the Design Consultant for portions of change orders that convey reasonable value to Owner, such as approved work or materials associated with the finished building. ARCH-LS.PM 1/13/04 7 3.2.5 It is the responsibility of the Design Consultant to make certain that all drawings, specifications and other documents are in accordance with applicable laws, statutes, building codes and regulations and that appropriate approvals are obtained from Federal, State and local governments. 3.3 PROJECT REQUIREMENTS. 3.3.1 Attached hereto and made a part of this Agreement as Exhibit "A" is the Design and Construction Budget, a component of which is the Project Construction Budget. The Project Construction Budget shall be defined as the total cost of constructing the Project, as illustrated in Exhibit "A" hereto. A component of the Project Construction Budget is the Construction Contract Award Price, hereinafter referred to as CCAP. The CCAP for this Project, or designated portion thereof, may be modified in writing only in the form of a Design Phase Change Order, executed by the Owner, Construction Program Manager, and Design Consultant. The Design Consultant shall prepare drawings, specifications and other documents necessary so that the construction contract bid from a responsive, responsible bidding contractor, acceptable to the Owner and the Construction Program Manager, will be within the CCAP. 3.3.1.1 During all phases of the Project the Design Consultant shall prepare such estimates as it deems necessary, at no additional cost to the Owner, to assure itself that the estimated Project cost is within the CCAP and shall supply copies of such data, information or estimates as the Owner may require to substantiate the Design Consultant's contention that the Project cost is within the CCAP. 3.3.1.2 With each Design Phase submittal and each interim, revision or subsequent design submittal of the Design Consultant to the Owner, the Design Consultant shall make the following statement in writing: "The drawings, specifications, and other documents submitted herewith, in my/our professional opinion, fulfill the Building Program requirements and the work indicated by them may be purchased by the Owner in a construction contract or contracts, the total price of which (CCAP) will not exceed $15,800,000.00 (based on bid date of no later than April 5, 2007) and may be constructed completely within said contract price and the in-progress contingency fund of 2.5% of said price. Further, in my/our professional opinion, the above-mentioned documents submitted herewith have been prepared in accordance with the Design Consultant Services Agreement." 3.3.2 Incorporated herein and made a part of this Agreement by reference as Exhibit "B" is the Building Program which defines the physical and environmental parameters for the Project and establishes the design objectives and criteria. No deviations from the Program shall be allowed without written approval for change, in the form of a Design Phase Change Order executed by the Owner, Construction Program Manager and Design Consultant. 3.3.3 Incorporated herein and made a part of this Agreement by reference as Exhibit "C" is the Project Master Schedule, which defines the sequence and timing of the design and construction activities. Also included in Exhibit “C” is the Critical ARCH-LS.PM 1/13/04 8 Date Schedule, indicating critical dates to be adhered to by the Design Consultant. No deviation from the Master Schedule shall be allowed without written approval for a change in the Master Schedule, in the form of a Design Phase Change Order executed by the Owner, Construction Program Manager and Design Consultant. Should the Owner and Construction Program Manager determine that the Design Consultant is behind schedule, the Design Consultant shall expedite and accelerate its efforts, including additional manpower and/or overtime, to maintain the approved design schedule at no additional cost to the Owner. 3.4 PROJECT CONFERENCES. 3.4.1 Throughout all phases of the Project, the Design Consultant and its consultants shall meet periodically with the Owner and Construction Program Manager when reasonably requested. Attendees shall be as jointly determined by the Owner, Construction Program Manager and Design Consultant. As a minimum, regularly scheduled meetings which the Design Consultant will attend include: 3.4.1.1 Project Launch. 3.4.1.2 Predesign conferences on a biweekly basis. 3.4.1.3 Predesign Project Analysis Sessions, two days maximum. 3.4.1.4 Six design conferences each, during Schematic Design and Design Development phases, respectively, and three conferences during the Construction Documents phase. 3.4.1.5 Prebid conference for each construction contract. 3.4.1.6 Preconstruction conference for each construction contract. 3.4.1.7 Construction progress meetings on a weekly basis for each construction contract. 3.4.1.8 Substantial Completion, Final Completion and completion of warranty period inspections for each construction contract. 3.4.2 The Design Consultant shall be responsible for scheduling and attending any and all meetings necessary to properly coordinate the design effort including meetings with Owner’s Commissioning Agent, governing agencies, code officials and applicable utilities. ARCH-LS.PM 1/13/04 9 ARTICLE 4 COMPENSATION 4.1 BASIC SERVICES COMPENSATION 4.1.1 The Owner shall compensate the Design Consultant in accordance with the terms and conditions of this Agreement, including the following: 4.1.2 For the Basic Services of the Design Consultant, Basic Services Compensation shall be in the amount of One thousand two hundred fifteen Dollars ($1,215,000.00). 4.1.3 The Basic Services Compensation stated in paragraph 4.1.1 includes all compensation and other payments due the Design Consultant (manpower, overhead, profit, direct costs, etc.) in the performance of the Basic Services. 4.2 PAYMENTS TO THE DESIGN CONSULTANT. Payments on account of the Design Consultant shall be made as follows: 4.2.1 Payments for Basic Services shall be made monthly in proportion to services performed so that the compensation at the completion of each Phase shall equal the following percentages of the Basic Services Compensation. Pre-Design Phase ................................................................................................... 3% Schematic Design Phase...................................................................................... 15% Design Development Phase..................................................................................40% Construction Documents Phase........................................................................... 75% Bidding or Negotiations Phase ............................................................................77% Construction Phase .............................................................................................. 97% Post Construction Phase.................................................................................... 100% 4.2.2 No deductions shall be made from the Design Consultant's Basic Services Compensation on account of penalty, liquidated damages, retainage or other sums withheld from payments to Contractor. 4.2.3 If the Project is suspended for more than six months or abandoned in whole or in part by the Owner, the Design Consultant shall be paid compensation for services performed prior to receipt of written notice from the Owner of such suspension or abandonment, and all reasonable termination expenses resulting from such suspension or abandonment. If the Project is resumed after being suspended for more than six months, the Design Consultant's Basic Services Compensation shall be equitably adjusted. 4.3 ADDITIONAL SERVICES COMPENSATION. 4.3.1 With respect to any Additional Services, as described in Article 7 herein, performed by the Design Consultant hereunder, the Design Consultant and Owner shall negotiate an equitable adjustment to the Basic Services Compensation. However, if negotiations are not successful prior to the time the ARCH-LS.PM 1/13/04 10 additional services are needed, the Owner may elect to contract with another entity to perform the Additional Service(s); or the Owner may direct the Design Consultant to proceed with the Additional Services on a time spent basis with Additional Compensation Services to be computed as follows: 4.3.1.1 Principal's time at the fixed rate of One hundred twenty Dollars ($120.00) per hour. For the purposes of this agreement, the Principals are: Samuel D. Beaird, Jr., AIA, Richard B. Hinman, Jr. AIA, David R. Moore, II, AIA, and David L. Dixon, AIA. 4.3.1.2 Employee's time computed at a multiple of two times the employee's Direct Payroll Expense. Direct Payroll Expense includes cost of salaries and of mandatory and customary benefits such as statutory employee benefits, insurance, sick leave, holidays and vacations, but shall not exceed 1.3 times the base hourly wage of each employee. 4.3.1.3 Reimbursable Expenses incurred while performing Additional Services shall be computed at a multiple of 1.10 times actual cost. Reimbursable Expenses shall also include expense of renderings or models for the Owner's use over and above those provided for in Basic Services, if authorized in advance by the Owner. Before incurring any Reimbursable Expenses, the Design Consultant must request and receive written authorization from the Owner. 4.3.1.4 Should the Owner elect to contract with a separate entity to perform Additional Services, as described under Paragraph 4.3.1, the Design Consultant shall comply with reasonable requests from Owner, without additional compensation, with regards to design coordination with the respective separate entity. 4.3.2 Payments for Additional Services of the Design Consultant shall be made monthly upon presentation of the Design Consultant's statement of services, fully supported by invoices, time cards, and other documentation as requested by the Owner. 4.4 ACCOUNTING RECORDS. 4.4.1 Records of the Design Consultant with respect to Additional Services and payroll, consultant and other expenses (including Reimbursable Expenses) pertaining to the Project, shall be kept on generally accepted accounting principals and shall be available to the Owner or its authorized representative for inspection and copying at mutually convenient times. 4.4.2 At the request of the Owner or its authorized representative the Design Consultant will supply in a timely manner and certify as accurate, unaltered copies of all time sheets, invoices, and other documents to substantiate and document any and all Additional Services and Reimbursable Expenses. ARCH-LS.PM 1/13/04 11 ARTICLE 5 PERIOD OF SERVICE 5.1 Specific dates relating to the period of services are set forth in Exhibit "C." 5.2 Unless earlier terminated as provided in Article 11 hereof, this Agreement shall remain in force for a period which may reasonably be required for the Basic Services and Additional Services hereunder. However, the provisions of the Agreement relating to Professional Responsibility (paragraph 3.2); Dispute Resolution (Article 12); Professional Liability coverage (Article 9); Indemnification (Article 10); and Ownership of Documents/Confidential Information (Article 14) shall remain in effect after termination of the other provisions of the Agreement. 5.3 If the Project is delayed through no fault of the Design Consultant, all specific dates noted in the Master Schedule that are affected by the delay will be adjusted by the number of calendar days of the delay. 5.4 If the Owner materially revises the Project, a reasonable time extension and/or credit shall be negotiated between the Design Consultant and the Owner. 5.5 Time is of the essence of this Agreement. ARTICLE 6 OWNER'S RESPONSIBILITIES 6.1 The Owner shall provide full information regarding the requirements for the Project. 6.2 The Owner shall examine documents submitted by the Design Consultant and shall render decisions pertaining thereto promptly, to avoid unreasonable delay in the progress of the Design Consultant's Services. 6.3 The Owner shall furnish a certified land survey of the site, giving as applicable, grades and lines of streets, alleys, pavements and adjoining property; rights-of-way, restrictions, easements, encroachments, zoning, deed restrictions, boundaries and contours of the site; locations, dimensions and complete data pertaining to existing buildings, other improvements and trees. 6.4 The Owner shall pay for the services of a soils engineer or other consultant, when such services are deemed necessary by the Design Consultant or Construction Program Manager, to provide reports, test borings, test pits, soil bearing values, percolation tests, air and water pollution tests, ground corrosion and resistivity tests and other necessary operations for determining subsoil, air and water conditions, with appropriate professional interpretations thereof. 6.5 The Owner shall pay for structural, mechanical, chemical and other laboratory tests, inspections and reports as required by law that are not otherwise called for in this Agreement. ARCH-LS.PM 1/13/04 12 6.6 The Owner shall furnish such legal, accounting, and insurance counseling services as the Owner may deem necessary for the Project, and such auditing services as it may require to ascertain how, or for what purposes, the Contractor has used the moneys paid to it under the Construction Contract. 6.7 All services, information, surveys and reports required of the Owner, shall be furnished at the Owner's expense and the Design Consultant shall be entitled to rely upon their accuracy and completeness. 6.8 The Owner shall furnish information and approvals required of it expeditiously, for orderly progress of the Work and shall endeavor to adhere as closely as possible with the time conditions for such Owner activities as set forth in all approved schedules for the Project. 6.9 The Owner shall secure and pay for and the Design Consultant shall assist in obtaining all necessary permits, licenses, approvals, easements, assessments, and charges required for the construction, use or occupancy of permanent structures or for permanent changes in existing facilities. ARTICLE 7 ADDITIONAL SERVICES 7.1 Attached hereto and made a part of this Agreement as Exhibit "E" is the list of services which exceed the Scope of Basic Services under this Agreement. If any of these Additional Services are authorized in advance by the Owner in writing, the Design Consultant shall provide or obtain from others the authorized services. 7.2 The Owner will compensate the Design Consultant for authorized Additional Services performed as herein provided to the extent that they exceed the obligations of the Design Consultant under this Agreement. ARCH-LS.PM 1/13/04 13 ARTICLE 8 NOTICES 8.1 Any notice required by this Agreement or other communications to either party by the other shall be in writing and deemed given when delivered personally or five (5) days after deposit in the United States Post Office, postage prepaid certified mail, return receipt requested, addressed as follows, or to such other address as shall be duly given by notice meeting the requirement of this Article. 8.1.1 To Owner: Mr. Fred Russell Augusta Richmond County Administrator 530 Greene Street, Room 801 Augusta, GA 30911 8.1.2 To Design Consultant: Mr. Samuel Beaird, Jr. Studio 3 Design Group 1617 Walton Way Augusta, GA 30904 8.1.3 With Copy to Construction Program Manager: Mr. Bob Munger Heery International, Inc. 501 Greene Street; Suite 313 Augusta, GA 30901 ARTICLE 9 INSURANCE 9.1 The Design Consultant shall purchase and maintain insurance for protection from claims under worker's or workmen's compensation acts; claims resulting from negligent acts or omissions for damages because of bodily injury, including personal injury, sickness, disease or death of any of the Design Consultant's employees or any other person; claims for damages because of injury to or destruction of personal property including loss of use resulting therefrom; and claims arising out of the performance of this Agreement and caused by negligent acts or omissions for which the Design Consultant is legally liable. Minimum limits of coverage shall be: INSURANCE DESCRIPTION Minimum Required Coverage a. Worker's Compensation Statutory b. Public Liability $1,000,000 Combined Limit Bodily Injury: Each Person $100,000 Bodily Injury: Each Accident $200,000 Property Damage: Each Accident $100,000 ARCH-LS.PM 1/13/04 14 c. Automobile Liability & Property Damage $1,000,000 Combined Limit Bodily Injury: Each Person $100,000 Bodily Injury: Each Accident $200,000 Property Damage: Each Accident $100,000 d. Professional Liability: $1,000,000 per Loss/Claim 9.2 Evidence of such insurance shall be furnished to the Owner, and the Owner shall receive thirty (30) days prior written notice of any cancellation, non-renewal or reduction of coverage of any of the policies. Upon notice of such cancellation, non- renewal or reduction, the Design Consultant shall procure substitute insurance so as to assure the Owner that the minimum limits of coverage are maintained continuously throughout the period of this Agreement. 9.2.1 The Design Consultant shall deliver to the Owner a certificate of insurance for its Professional Liability coverage annually, so long as it is required to maintain such coverage under paragraph 9.4. 9.3 All insurance policies (with the exception of Professional Liability) required under this Agreement shall name the Owner as an additional insured for the insurance and shall contain a waiver of subrogation against the Owner. 9.4 The Design Consultant shall maintain in force during the performance of this contract and for 2 years after final completion of the Project, the Professional Liability insurance coverage referenced above. ARTICLE 10 INDEMNIFICATION 10.1 Notwithstanding anything to the contrary contained herein, the Design Consultant shall indemnify and hold harmless the Owner, the Construction Program Manager and their agents and employees from and against all claims, damages, losses and expenses, including but not limited to attorney's fees, arising out of or resulting from (i) the Design Consultant's performance or failure to perform its obligations under this Agreement and (ii) any claim, damage, loss or expense attributable to bodily injury, sickness, disease or death, or to injury to or destruction of personal property including the loss of use resulting therefrom and caused in whole or in part by any negligent act or omission of the Design Consultant, anyone directly or indirectly employed by the Design Consultant or anyone for whose acts the Design Consultant may be liable. Such obligation shall not be construed to negate, abridge or otherwise reduce any other right or obligation of indemnity which would otherwise exist as to any party or person described in this Article. 10.2 Except as otherwise set forth in this Agreement, the Design Consultant and the Owner shall not be liable to each other for any delays in the performance of their respective obligations and responsibilities under this Agreement which arise from causes beyond their control and without their fault or negligence, including but ARCH-LS.PM 1/13/04 15 not limited to, any of the following events or occurrences: fire, flood, earthquake, epidemic, atmospheric condition of unusual severity, war, state or local government acting in its sovereign capacity, and strikes. Owner shall not be liable to the Design Consultant for acts or failures to act by Construction Program Manager, the Contractor or the Owner's consultants. ARTICLE 11 TERMINATION OF AGREEMENT 11.1 If (1), the Owner abandons the Project or the Project is stopped for more than six (6) months due to actions taken by the Owner, or under an order of any court or other public authority having jurisdiction, or as a result of an act of government, such as a declaration of a national emergency making materials unavailable through no act or fault of the Design Consultant or its agents or employees, or (2), the Owner has failed to substantially perform in accordance with the provisions of this Agreement due to no fault of the Design Consultant and such non-performance continues without cure for a period of thirty (30) days after the Owner receives from the Design Consultant a written notice of such nonperformance (including a detailed explanation of the actions of the Owner required for cure), the Design Consultant may, upon fifteen (15) day's additional written notice to the Owner, terminate this Agreement, without prejudice to any right or remedy otherwise available to the Owner, and recover from the Owner payment for all services performed to the date of the notice terminating this Agreement. 11.2 Upon the appointment of a receiver for the Design Consultant, or if the Design Consultant makes a general assignment for the benefit of creditors, the Owner may terminate this Agreement, without prejudice to any right or remedy otherwise available to the Owner, upon giving three (3) working days written notice to the Design Consultant. If an order for relief is entered under the bankruptcy code with respect to the Design Consultant, the Owner may terminate this Agreement by giving three working days written notice to the Design Consultant unless the Design Consultant or the trustee: (1), promptly cures all breaches; (2), provides adequate assurances of future performance; (3), compensates the Owner for actual pecuniary loss resulting from such breaches; and (4), assumes the obligations of the Design Consultant within the statutory time limits. 11.3 If the Design Consultant persistently or repeatedly refuses or fails, except in cases for which extension of time is provided, to supply sufficient properly skilled staff or proper materials, or persistently disregards laws, ordinances, rules, regulations or orders of any public authority jurisdiction, or otherwise substantially violates or breaches any term or provision of this Agreement, then the Owner may, without prejudice to any right or remedy otherwise available to the Owner, and after giving the Design Consultant written notice, terminate this Agreement. ARCH-LS.PM 1/13/04 16 11.4 Upon termination of this Agreement by the Owner under paragraph 11.2 or 11.3 it shall be entitled to furnish or have furnished the Services to be performed hereunder by the Design Consultant by whatever method the Owner may deem expedient. Also, in such cases, the Design Consultant shall not be entitled to receive any further payment until completion of the Work; and the total compensation to the Design Consultant under this Agreement shall be the amount which is equitable under the circumstances. If the Owner and the Design Consultant are unable to agree on the amount to be paid under the foregoing sentence, the Owner shall fix an amount, if any, which it deems appropriate in consideration of all of the circumstances surrounding such termination, and shall make payment accordingly. 11.5 The Owner may, upon thirty day's written notice to the Design Consultant terminate this Agreement, in whole or in part, at any time for the convenience of the Owner, without prejudice to any right or remedy otherwise available to the Owner. Upon receipt of such notice, the Design Consultant shall immediately discontinue all services affected unless such notice directs otherwise. In the event of a termination for convenience of the Owner, the Design Consultant's sole and exclusive right and remedy is to be paid for all work performed and to receive equitable adjustment for all work performed through the date of termination. The Design Consultant shall not be entitled to be paid any amount as profit for unperformed services or consideration for the termination of convenience by the Owner. 11.6 Should the Owner terminate the Design Consultant as provided for under this Article, the Owner will acquire such drawings, including the ownership and use of all drawings, specifications, documents and materials relating to the Project prepared by or in the possession of the Design Consultant. The Design Consultant will turn over to the Owner in a timely manner and in good unaltered condition all original drawings, specifications, documents and materials. 11.7 The payment of any sums by the Owner under this Article 11 shall not constitute a waiver of any claims for damages by the Owner for any breach of the Agreement by the Design Consultant. ARTICLE 12 DISPUTE RESOLUTION 12.1 If a dispute arises out of or related to this Agreement, or its alleged breach, and if that dispute has not been settled through direct discussions within a reasonable period, the parties to this Agreement agree to first endeavor to settle the dispute in an amicable manner by submitting the dispute to a mutually acceptable mediator under the Construction Industry Mediation Rules, before having recourse to a judicial forum. Each party further agrees that it will endeavor to follow a similar dispute resolution procedure to resolve any disputes against any third parties (including the Contractor and Construction Program Manager) which arise out of or relate to work. ARCH-LS.PM 1/13/04 17 12.2 Should mediation of disputes prove unsuccessful, the parties to this Agreement agree that the matter(s) in question will be decided in the Superior Court of Richmond County, Georgia. By signing this Agreement, the Design Consultant waives any right to contest the venue in the Superior Court of Richmond County, Georgia. ARTICLE 13 SUCCESSORS/ASSIGNMENT 13.1 This Agreement shall inure to the benefit of and be binding on the heirs, successors, assigns, trustees and personal representatives of the Owner, as well as the permitted assigns and trustees of the Design Consultant. 13.2 The Design Consultant shall not assign, sublet or transfer its interest in this Agreement without the written consent of the other, except that the Design Consultant may assign accounts receivable to a commercial bank or financial institution for securing loans, without prior approval of the Owner. ARTICLE 14 OWNERSHIP OF DOCUMENTS/CONFIDENTIAL INFORMATION 14.1 Drawings and Specifications as instruments of service are and shall remain the property of the Design Consultant except as provided for under paragraph 11.6 whether the Project for which they are made is built or not. Said documents and design concept are not to be used by the Design Consultant on other projects. Then Design Consultant agrees to transmit a digital copy of all plan drawings, in their native CAD file format, to Owner prior to project closeout. Said electronic files and documents are not to be used by the Owner on projects at separate facilities, without a written agreement with the Design Consultant, except as provided for under paragraph 11.6. 14.2 In order for the Design Consultant to fulfill this Agreement effectively, it may be necessary or desirable for the Owner to disclose to the Design Consultant confidential and proprietary information and trade secrets pertaining to the Owner's past, present and future activities. The Design Consultant hereby agrees to treat any and all information gained by it as a result of the Services performed hereunder as strictly confidential. The Design Consultant further agrees that it will not disclose to anyone outside of the authorized Project team (i) Owner's trade secrets during the period of this Agreement or thereafter or (ii) Owner's confidential and proprietary information during the period of this Agreement and thereafter for a period of 2 years. ARTICLE 15 ADDITIONAL PROVISIONS 15.1 Whenever renderings, photographs of renderings, photographs of models, photographs, drawings, announcements, or other illustration or information of the Project are released for public information, advertisement or publicity, ARCH-LS.PM 1/13/04 18 appropriate and proper credit for architectural and other services shall be given to the Design Consultant and Construction Program Manager respectively. 15.2 This Agreement and its Exhibits and Attachments represent the entire and integrated agreement between the Owner and the Design Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both Owner and Design Consultant. 15.3 Unless otherwise specified, this Agreement shall be governed by the law of the State of Georgia, U.S.A. 15.4 If any one or more of the provisions contained in this Agreement, for any reason, are held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions thereof and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein. 15.5 Except where specifically stated otherwise, all periods of time stated in terms of days shall be considered periods calculated in calendar days. 15.6 The headings or captions within this Agreement shall be deemed set forth in the manner presented for the purposes of reference only and shall not control or otherwise affect the information set forth therein or interpretation thereof. 15.7 For the purpose of this Agreement unless the context clearly indicates otherwise, the singular includes the plural, and the plural includes the singular. 15.8 This Agreement may be executed in any number of counterparts, each of which shall be deemed an original, and the counterparts shall constitute one and the same instrument, which shall be sufficient evidence by any one thereof. ARCH-LS.PM 1/13/04 19 This Agreement executed the day and year first written above. OWNER DESIGN CONSULTANT Augusta, Georgia, a political Subdivision of the State of Georgia Acting by and through the Studio 3 Design Group, P.C Richmond County Commission By:____________________________________ By: Deke S. Copenhaver Samuel D. Beaird, Jr. Mayor Partner Attest:________________________________ Attest:_________________________________ Clerk Witness ARCH-LS.PM 7/31/92 A1 EXHIBIT A DESIGN AND CONSTRUCTION BUDGET DATE: February 3, 2006 OWNER: Augusta, Georgia PROJECT: Augusta Richmond County Public Library/ East Central Georgia Regional Library Headquarters. 1. This budget is based on construction dates as follows: Construction Contract Award: April, 2007 Substantial Completion: August, 2008 Final Completion: October, 2008 2. Escalation rates shall be determined by the R. S. Means Cost Index for Augusta (or nearest available city). Based on recent Index history in the area, a projected rate of escalation of six percent (6%) has been allowed for in the figures below based on the dates shown in Item l. In the event of delay and/or publication of above referenced Index Data contrary to projected rate of escalation, all of the following figures are automatically adjusted by the foregoing Cost Index. 3. Budget for Construction Contract(s) Award Price (s): CCAP $ 15,800,000 4. In-progress Contingency Fund to cover change orders for necessary adjustments to site conditions, minor design refinements, and correction of minor errors and omissions in the construction documents. Two and one-half percent ( 2.5 %) of item 3 $ 400,000 5. Project Construction Budget (Line 3 plus Line 4) $16,200,000 6. Recommended Professional Fee Allowance and Reimbursables for Design, Equipment and other Construction related services: (a) Architectural and Engineering Services $1,215,000 (b) Commissioning $90,000 (c) Furnishings & Equipment (Interior Design) $120,000 ARCH-LS.PM 7/31/92 A2 (d) Landscape Architecture $15,000 (e) Surveys, Tests, Borings, Reports $50,000 (f) Models and Renderings $15,000 (g) Contingency, Reimbursables & Others $140,000 7. Professional Fees & Reimbursables for Design Services $1,645,000 8. Total Design and Construction Budget Total of Lines 5 and 7) $17,845,000 Note: The following Project costs are not included in the above figures: • Land Acquisition • Environmental Abatement Consulting fees • Demolition & Abatement • Furnishings, Fixtures and Equipment • Project Management fees • Owner’s Contingency • Legal or Accounting fees ARCH-LS.PM 7/31/92 B1 EXHIBIT B BUILDING PROGRAM Document entitled “Augusta Public Library Building Program” dated November 7, 2005, and subtitled “Augusta Public Library Headquarters for the East Central Georgia Regional Library, 902 Greene Street, Augusta, Georgia 30901,” is adopted herein by reference. ARCH-LS.PM 7/31/92 C1 EXHIBIT C MASTER SCHEDULE & CRITICAL DATE SCHEDULE Exhibit C consists of the following, attached documents: 1. NEW ARC MAIN LIBRARY – MASTER SCHEDULE, dated 1/30/06. 2. NEW ARC MAIN LIBRARY – CRITICAL DATE SCHEDULE, dated 1/30/06. ARCH-LS.PM 7/31/92 D1 EXHIBIT D SCOPE OF SERVICES The Basic Services below to be performed by the Design Consultant consist of professional tasks which have as their objective the design, technical documents and construction administration to provide the Owner with a complete and properly functioning facility. The Basic Services shall be performed in accordance with the standard of care set forth in this Agreement. The facility shall be suitable for the purposes for which it is intended, comply with all applicable codes and laws, and completed on a timely basis within the approved construction budget. The services are described under the Project Phases in which they customarily occur. This order is for convenience only and does not necessarily reflect the sequence in which a service will actually be performed, or necessarily limit the Project, or a designated portion of the Project, to one of each Phase. These Phases may be divided to facilitate the procurement of segregated portions of the Work, pursuant to the approved Master Schedule (Exhibit C). The Owner reserves the right to designate the phasing of segregated portions of the Work and to modify the Master Schedule, within the terms and conditions of this Agreement. A. PRE-DESIGN PHASE 1. The Design Consultant shall examine and analyze available information provided by the Owner and Construction Program Manager and shall advise and recommend as to additional information necessary to begin specific design work on the Project. 2. Upon analysis of all available information and prior to initiating any design tasks, the Design Consultant shall participate in a Pre-Design Project Analysis on the dates specified in the Master Schedule contained in Exhibit C or as may subsequently be approved. The Design Consultant shall have in attendance the individuals who will represent the primary architectural and engineering disciplines on the project and others as may be requested by the Construction Program Manager. The Construction Program Manager, in conjunction with the Design Consultant, shall take and transcribe minutes of the sessions. 3. Upon conclusion of the Pre-Design Project Analysis and in accordance with the Master Schedule of Exhibit C, the Design Consultant shall prepare a report to the Owner (hereinafter referred to as the Design Narrative) which is the Design Consultant's interpretation of the Project requirements, design parameters and objectives, and results of the Pre-Design Project Analysis. To the maximum extent possible, the Design Narrative will contain diagrammatic studies and pertinent text relative to: design concept; Building Program; internal functions; human, vehicle and material flow patterns; general space allocations; detailed analysis of operating functions; studies of adjacency, vertical and horizontal affinities; and outline descriptions of major building components and systems. ARCH-LS.PM 7/31/92 D2 B. SCHEMATIC DESIGN PHASE 1. Upon written authorization from the Owner to proceed and, based on the approved Design Narrative, the Project Construction Budget, Building Program of requirements, and the Master Schedule (Exhibits A, B and C) the Design Consultant shall prepare Schematic Design Studies consisting of drawings and other documents illustrating the design concept, scale and relationship of the Project components for approval by the Owner. 2. The Design Consultant shall provide the Construction Program Manager periodically with copies of Schematic Design Studies for the Construction Program Manager's review during the Schematic Design Phase. At the end of the Schematic Design Phase the Design Consultant shall provide the Construction Program Manager with eight (8) complete, half-size sets of the drawings and other documents for approval by the Owner. 3. Documents prepared by the Design Consultant for final Schematic Design Phase submittal shall include drawings and a written report. The drawings shall include, but not be limited to, a proposed site utilization study of the property of the Project, schematic plans of all floor plan conditions, and simplified elevations indicating the fundamentals of the architectural concept. The report shall incorporate the Design Consultant's Construction Contract(s) Award Price(s) (CCAP) estimate and breakdown, as well as the Project Schedule. The Design Consultant shall prepare such estimates as it deems necessary to assure itself that the project cost is within the CCAP. Further, the report shall include such discussion of design factors, if any, as are pertinent in the opinion of the Design Consultant and outline descriptions of proposed engineered systems, construction methods, materials and work to be included in the construction contracts. 4. To be considered acceptable for final Schematic Design Phase submittal, the documents shall contain, as a minimum: a. Architectural - Single-line drawings showing complete building layout, identifying the various major areas, core areas and their relationships. - Preliminary exterior wall cross section and elevation indicating location and size of fenestration, and indicating overall thermal transfer value for exterior wall envelope. ARCH-LS.PM 7/31/92 D3 - Identification of roof system, deck, membrane flashing and drainage technique and indicating overall combined heat transfer coefficient for roof/ceiling composite and roof area. - Identification of all proposed finishes (includes all exterior surfaces, doors and windows). - Site plan with building located and overall grading plan with a minimum of 2'- 0" contour lines. All major site development such as access road paving, walls and outside support buildings, structured parking facilities, and paved parking lots should be shown. - Gross and net area calculations separated to show conformance with the Building Program. b. Structural - Structural systems layout with overall dimensions and floor elevations. Identification of structural system (precast, structural steel with composite deck, structural steel with bar joists, etc.). - Identification of foundation requirements (fill requirements, piles, caissons, spread, footings, etc.). c. Mechanical - Block heating, ventilating and cooling loads calculations including skin versus internal loading. - Minimum of two HVAC systems that appear compatible with loading conditions for subsequent life-cycle costing. - Single-line drawings of all mechanical equipment spaces, duct chases and pipe chases. - Location of all major equipment in allocated spaces. d. Electrical - Lighting fixtures outlined in plan and roughly scheduled showing types and quantities of fixtures to be used. - Major electrical equipment roughly scheduled indicating size and capacity. ARCH-LS.PM 7/31/92 D4 - Complete preliminary one-line electrical distribution diagrams with indications of final location of service entry, switchboards, motor control centers, panels, transformers and emergency generator, if required. - Legend showing all symbols used on drawings. 5. The Owner, Construction Program Manager and Commissioning Agent will review the Schematic Design Submittal. Written review comments will be provided to the Design Consultant, by the Construction Program Manager, upon completion of the review. The Design Consultant will provide written response to all comments, indicating dispensation, within two weeks of receipt of said comments. 6. Upon Owner acceptance and approval of the Schematic Design, the floor elevations and exterior wall locations (building "footprint") may not be changed except by written authorization from Owner. C. DESIGN DEVELOPMENT PHASE 1. The Design Consultant shall prepare from the approved Schematic Design Studies, for further approval by the Owner, the Design Development Documents consisting of drawings and other documents to fix and describe the size and character of the entire Project as to structural, mechanical and electrical systems, materials and such other essentials as may be appropriate. 2. Design Development Documents prepared by the Design Consultant shall include drawings and a written report in more detail than the Schematic Design Documents and shall take into account the Owner's comments on the previous submittal. Drawings shall include dimensioned site development plan, floors plans, elevations, and one or more typical sections indicating proposed construction. Drawings shall also include information on major finishes as well as diagrammatic drawings illustrating fundamentals of major engineered systems, i.e., structural, mechanical and electrical. 3. The Design Consultant shall provide the Construction Program Manager with two copies of in-progress Design Development Documents during the Design Development Phase, at the mid-point of the phase. At the end of the Design Development Phase the Design Consultant shall provide the Construction Program Manager with eight (8) complete sets of half-size drawings and other documents for approval by the Owner. The documents for this final Design Development Phase submittal shall consist of, as a minimum: a. Architectural ARCH-LS.PM 7/31/92 D5 - Floor plans with final room locations including all openings. - Wall sections showing final dimensional relationships, materials and component relationships. - Identification of all fixed and loose equipment to be installed in contract. - Finish schedule identifying all finishes. - Well-developed door schedule showing final quantity plus type and quality levels. - Virtually complete site plan including grading and drainage. - Preliminary development of details and large scale blow-ups. - Legend showing all symbols used on drawings. - Outline specifications. - Reflective ceiling development including ceiling grid and all devices that penetrate ceiling (i.e., light fixtures, sprinkler heads, ceiling register or diffusers, etc.). b. Structural - Plan drawings with all major structural members located and sized. - Footing, beam, column and connection schedules. - Final building elevations. - Outline specifications. - Foundation drawings. c. Mechanical - Heating and cooling load calculations for each space and major duct or pipe runs sized to interface structural. - Major mechanical equipment scheduled indicating size and capacity. - Duct work and piping substantially located and sized. ARCH-LS.PM 7/31/92 D6 - Devices in ceiling located. - Legend showing all symbols used on drawings. - Outline specifications. d. Electrical - All power consuming equipment and load characteristics. - Total electric load. - Major electrical equipment (switchgear, distribution panels, emergency generator, transfer switches, UPS system, etc.) dimensioned and drawn to scale into the space allocated. - Complete preliminary site lighting design. - Outline specifications. - Lighting, power, telecommunications and office automation devices and receptacles shown in plan. - Light fixture schedule with all major fixtures identified. - Interior electrical loads estimate for systems furniture, receptacles, lighting, food service equipment, and any other special use areas, etc. 4. The Owner, Construction Program Manager and Commissioning Agent will review the Design Development Submittal. Written review comments will be provided to the Design Consultant, by the Construction Program Manager, upon completion of the review. The Design Consultant will provide written response to all comments, indicating dispensation, within two weeks of receipt of said comments. D. CONSTRUCTION DOCUMENTS PHASE 1. Upon written authorization from the Owner to proceed, the Design Consultant shall prepare from the approved Design Development Documents, Working Drawings and Specifications setting forth in detail the requirements for the construction of the entire Project. The Owner will provide the Conditions of the Contract (General and any Supplementary), Advertisement for Bids, Instructions to Bidders, time control specification provisions, and Construction Proposal Forms and Agreement(s) which the Design Consultant shall incorporate into the Construction Documents. ARCH-LS.PM 7/31/92 D7 2. Construction Documents shall be packaged as prescribed in the Master Schedule and completed in accordance with the Schedule. 3. Detailed drawings shall cover all work included in the Project or designated portion thereof. 4. Specifications shall be prepared using the Construction Specifications Institute 16 division format. 5. The Design Consultant shall provide the Construction Program Manager with two half-size (2) copies of in-progress Construction Documents during this phase, at the 50% CD completion stage. Additionally, and in accordance with the Master Schedule, the Design Consultant shall submit for approval by the Owner four (4) sets of preliminary Construction Documents at the stage of 90% completeness. The 90% stage shall include complete technical specifications from all disciplines. 6. After review and approval of the 90% Construction Documents by the Owner, the Design Consultant shall continue with preparation of final Construction Documents and Bid Documents, including assimilation of complete Project Manual with final Technical Specifications and Owner’s front end documents, for all authorized work on the Project and shall incorporate in those final documents the comments and any modifications and changes desired by the Owner and any modifications required for compliance with all applicable codes, regulations, standards, the approved program, and prior written approvals and instructions of the Owner. The resulting final Construction Document submittal is to be a complete, fully coordinated, integrated package, suitable for bidding distribution, without any significant addenda or further clarification required. Submit one complete, final set of proposed Bid Documents to the Owner, along with written responses to 90% Review Comments, for final review. 7. The Design Consultant shall participate in such reviews and meetings as are necessary to ensure that the project design confirms to all applicable codes and requirements of responsible agencies, and will make any changes to the Construction Documents which are required for issuance of all permits and legal authorizations needed to construct the Project. 8. The Design Consultant shall make any changes to the Construction Documents which are deemed necessary to result in a Contract Award Price which will fall within the CCAP budget established in Exhibit A. E. CONSTRUCTION BID/AWARD PHASE ARCH-LS.PM 7/31/92 D8 1. After receiving written authorization from the Owner, the Design Consultant shall proceed with the Construction Bid/Award Phase. 2. The Design Consultant shall prepare such clarifications and addenda to the bidding documents as may be required. The Design Consultant will provide these to the Owner. 3. The Construction Program Manager will schedule and conduct Prebid Conferences with prospective bidders to review the Project requirements. The Design Consultant shall provide knowledgeable representatives, including representatives of its consultants, to participate in these conferences to explain and clarify Bidding Documents. Within two days after the Prebid Conference the Design Consultant shall deliver to the Owner, if needed, a final Addendum. 4. The Design Consultant shall assist the Construction Program Manager and the Owner in obtaining or evaluating bids or negotiating proposals and preparing recommendations for the Owner concerning the contract award. 5. Should first bidding or negotiation produce prices in excess of the approved CCAP, the Design Consultant shall participate with the Construction Program Manager in such rebidding, renegotiation, and redesign, at no additional expense to the Owner, as may be necessary to obtain price(s) within the approved CCAP or price(s) acceptable to the Owner. The Owner will assist in redesign decisions. All redesign must be approved by the Owner. 6. Should the Design Consultant redesign or conduct rebidding under its responsibilities set out in the preceding paragraph, its Construction Phase and Post Construction Phase services shall be extended to take redesign/rebid delays into account at no additional expense to the Owner. 7. The Design Consultant shall assist the Construction Program Manager in the preparation of the Agreement(s) Between Owner and Contractor(s) for the Owner's execution. The Construction Program Manager will coordinate award(s) and Notice(s) to Proceed for the Owner. F. CONSTRUCTION PHASE 1. The Construction Phase for each portion of the Project will commence with the award of the Construction Contract and will terminate when the Substantial Completion payment is made by the Owner. 2. The Design Consultant shall consult with the Construction Program Manager and the Owner and participate in all decisions as to the acceptability of subcontractors ARCH-LS.PM 7/31/92 D9 and other persons and organizations proposed by the Contractor for various portions of the work. 3. The Design Consultant shall review and approve shop drawings, samples, and other submissions of Contractor(s) as well as the Work performed by the Contractor(s) for conformance with the design concept of the Project and for compliance with the Contract Documents. The review and return of submittals shall be accomplished by the Design Consultant within fourteen (14) calendar days from date of receipt except when otherwise authorized by the Construction Program Manager. 4. The Construction Program Manager will establish with the Design Consultant procedures to be followed for review and processing of all shop drawings, catalog submissions, Project reports, test reports, maintenance manuals, and other necessary documentation, as well as requests for changes and applications for extensions of time. 5. The Design Consultant shall, when requested by the Construction Program Manager, prepare Change Order documentation. 6. The Design Consultant shall render to the Construction Program Manager, within two (2) working days unless otherwise authorized by the CPM, requested interpretations of requirements of the Contract Documents. The Design Consultant shall make all interpretations consistent with the intent of and reasonably inferable from the Contract Documents. The Design Consultant's decision in matters relating to artistic effect shall be final if consistent with the intent of the Contract Documents. 7. Should errors, omissions or conflicts in the drawings, specifications or other Contract Documents by the Design Consultant be discovered, the Design Consultant will prepare and submit to the Construction Program Manager, within two (2) working days unless otherwise authorized by the CPM, such amendments or supplementary documents and provide consultation as may be required, for which the Design Consultant shall make no additional charges to the Owner. 8. The Construction Program Manager, as the exclusive representative of the Owner throughout this Contract, shall be the single point of contact with any and all Contractors, except when the Construction Program Manager or the Owner shall direct the Design Consultant otherwise. All instructions to the Contractor(s) shall be issued by and through the Construction Program Manager except when the Design Consultant is directed otherwise by the Construction Program Manager. ARCH-LS.PM 7/31/92 D10 9. The Design Consultant will have access to the Work at all times. All site visits, observations and other activities by the Design Consultant shall be coordinated through the Construction Program Manager. 10. The Design Consultant and its consultants (including, but not limited to, the structural, mechanical and electrical disciplines) shall make such periodic visits to the Project site as may be necessary to familiarize themselves generally with the progress and quality of the Work and to determine in general if the Work is proceeding in accordance with the Contract Documents. On the basis of such on-site observations, the Design Consultant and its consultants shall take the appropriate steps to guard the Owner against defects and deficiencies in the Work of the Contractor. If the Design Consultant observes any work that does not conform to the Contract Documents, the Design Consultant shall immediately make an oral and written report of all such observations to the Construction Program Manager. The Design Consultant and its consultants shall not be required to make exhaustive or full-time on-site observations to check the quality or quantity of the Work, but shall make as many observations as may be reasonably required to fulfill their obligations to the Owner. The Design Consultant shall not be responsible for construction means, methods, techniques, sequences or procedures, or safety precautions and programs in connection with the Work, and shall not be responsible for the Contractor's failure to carry out the Work in accordance with the Contract Documents. 11. Periodic visits of the Design Consultant shall be not less than once weekly, timed to coincide with the weekly construction progress meeting with the Contractor. Each engineering discipline shall make periodic visits not less than once every two weeks, during the course of work applicable to its discipline. During critical work phases, each engineering discipline may be required to make periodic visits weekly, timed to coincide with the weekly construction progress meeting. The engineering disciplines shall prepare and submit a report on each visit, submitted via the Design Consultant to the Construction Program Manager within 3 working days of the visit. 12. The Design Consultant shall render written field reports relating to the periodic visits and observations of the Project required by paragraph 11 within three (3) working days to the Construction Program Manager in the form required by the Construction Program Manager. 13. Based upon observations at the site and upon the Contractor's applications for payment, the Construction Program Manager and Design Consultant shall determine the amount owing to the Contractor(s), pursuant to the terms of the Owner/Contractor Agreement, and shall issue Certificates for Payment to the Owner in such amounts. The Construction Program Manager shall consult with the ARCH-LS.PM 7/31/92 D11 Design Consultant in the determination of the amount due the Contractor and the Design Consultant shall sign the Certificate of Payment prior to the time it is transmitted to the Owner by the Construction Program Manager. The Design Consultant's signing of a Certificate of Payment shall constitute a representation by the Design Consultant to the Owner, based upon the Design Consultant's observations at the site and the data comprising the Application for Payment that the Work has progressed to the point indicated, that to the best of the Design Consultant's knowledge, information and belief, the quality of the Work appears to be in accordance with the Contract Documents (subject to: an evaluation of the Work for conformance with the Contract Documents upon Substantial Completion; the results of any subsequent tests required by the Contract Documents; minor deviations from the Contract Documents correctable prior to completion; and to any specific qualifications stated in the Certificate for Payment), and that the Contractor is entitled to payment in the amount certified. However, if it should later be found that the Contractor has failed to comply with its contract with the Owner in any way or detail, such failures and subsequent compliance shall be the sole responsibility of said Contractor. By signing a Certificate for Payment to the Owner, the Design Consultant shall not be deemed to represent that it has made any examination to ascertain how and for what purpose the Contractor has used the monies paid on account of the Construction Contract Sum. 14. If, in accordance with its duty, the Design Consultant advises the Construction Program Manager of non-conforming work as stated in paragraph 10, the Design Consultant shall confirm the non-conformance in writing to the Construction Program Manager within two (2) days of observation. 15. The Construction Program Manager shall have authority to condemn or reject Work on behalf of the Owner when in the Construction Program Manager's or the Design Consultant's opinion the Work does not conform to the Contract Documents. Whenever in the Construction Program Manager's or the Design Consultant's reasonable opinion it is considered necessary or advisable to insure the proper implementation of the intent of the Contract Documents, the Construction Program Manager shall have the authority to require special inspection or testing of any Work in accordance with the provisions of the Contract Documents whether or not such Work is fabricated, installed or completed. 16. The Design Consultant shall assist in obtaining governing agency occupancy approval if any exceptions arise related to the design or specified materials. 17. When the Owner and the Construction Program Manager agree that the Work or portions of the Work are substantially complete, the Design Consultant and its consultants shall inspect the Work or portions of the Work and prepare and submit ARCH-LS.PM 7/31/92 D12 to the Construction Program Manager punchlists of the Work of the Contractor(s) which is not in conformance with the Contract Documents. The Construction Program Manager shall transmit such punchlists to the Contractor(s). The Owner may request that the Design Consultant inspect and prepare a punchlist on any portion of the Work. 18. The Design Consultant or its consultants shall perform a reasonable amount of services in connection with unforeseen conditions, the limit of which is defined in Exhibit E “Additional Services.” These services shall be provided by licensed Architects and Engineers of pertinent qualifications or by other qualified technical personnel acceptable to the Owner. Unforeseen conditions include underground conditions, such as rock or remaining subsurface structures, which have not been identified or noted by surveys or geotechnical reports. G. POST CONSTRUCTION PHASE 1. The Post Construction Phase will commence upon the issuance of the Substantial Completion Certificate and shall be completed upon the expiration of the guarantee/warranty period. 2. The Design Consultant shall prepare a set of reproducible record prints of drawings showing significant changes in the Work made during the construction process, based on neatly and clearly marked-up contract drawings, prints, and other data furnished by the Contractor(s) and the applicable Addenda, Clarifications, and Change Orders which occurred during the Project. 3. The Design Consultant shall provide the owner with a set of electronic CAD files (Autocad 2000 or later version) of the completed Project, consisting of all construction drawings. If such CAD files are kept up to date with Construction Phase changes, their submittal will be considered as fulfillment of requirements stated in G.2 above. 4. The Design Consultant and/or its consultants shall observe and review test data of the original operation of any equipment or system such as initial start-up testing, adjusting and balancing to make sure that all equipment and systems are properly installed and functioning in accordance with the design and specifications. 5. The Design Consultant shall review the Contractor furnished maintenance and operating instructions, schedules, guarantees, bonds, and certificates of inspection as required by the Construction Documents and forward all approved copies to the Construction Program Manager for use by the Owner. In addition, the Design Consultant shall conduct such observations as necessary to ensure all material and equipment warranties are in compliance with applicable specifications. ARCH-LS.PM 7/31/92 D13 6. The Design Consultant and its consultants shall conduct up to two (2) comprehensive Final Completion inspections per construction contract at the request of the Owner. If more than two (2) Final Completion inspections are required, through no fault of the Design Consultant, the additional inspections shall be deemed additional services. 7. Upon correction of the deficiency reports (punchlists), and acceptance of all other close-out submittals and certificates of the Contractor, the Construction Program Manager and the Design Consultant shall approve the Application for Final Payment and forward it to the Owner for execution. 8. The Design Consultant and its consultants shall conduct an inspection of the Project ten (10) working days prior to warranty expiration and provide to the Owner a written report specifying any warranty deficiencies which may exist. This effort does not require an exhaustive punchlist, and is expected to consist of half-day inspections by Architect of Record, and Mechanical, Plumbing and Electrical Engineers of Record, along with interviews the facility User and the building’s Maintenance supervisor. A written report of findings shall be submitted to the Owner no later than five (5) working days prior to warranty expiration. ARCH-LS.PM 7/31/92 E1 EXHIBIT E ADDITIONAL SERVICES If any of the following Additional Services are authorized in advance by the Owner in writing, the Design Consultant shall furnish or obtain from others the authorized services. The Design Consultant shall be paid for these additional services by the Owner as herein provided to the extent they exceed the obligations of the Design Consultant under this Agreement. 1. Design plans, details and specifications for library interior furnishings, fixtures and equipment (FF&E), including assistance with procurement and installation. 2. Fully detailed presentation models or presentation renderings. 3. Providing planning surveys or alternative site evaluations. 4. Providing design services relative to future facilities, systems and equipment which are not intended to be constructed as part of the Project other than general planning and Master Planning for future work as indicated by the Building Program. 5. Making major revisions in Drawings, Specifications or other documents when such revisions are inconsistent with written approvals or instructions previously given by the Owner or are due to causes beyond the control and without the fault and negligence of the Design Consultant or its consultants or agents. 6. Preparing supporting data and other services in connection with an Owner-initiated change order if the Basic Compensation is not commensurate with the services required of the Design Consultant. 7. Providing operating and maintenance manuals, training personnel for operation and maintenance, and consultation during operations other than initial start-up. 8. Providing soils sampling, classification and analysis; however, analysis of existing soils information and soils analysis during the Design Phase and recommendations needed during the Construction Phase of the Project are not considered additional services. 9. Preparing to serve or serving as an expert witness for the Owner in connection with any public hearing, arbitration proceeding or legal proceeding; however, preparing to serve or serving as a fact witness for the Owner or rendering testimony necessary to secure governmental approval of zoning or land use clearances for the Project shall not constitute an additional service. 10. Providing services of graphics design (other than functional signage). ARCH-LS.PM 7/31/92 E2 11. Providing professional services made necessary by the default of a Contractor or by major defects in the Work of the Contractor in the performance of the Construction Contract. 12. Providing surveying services such as platting; mapping; subdivision agreements or recording subdivision plats. 13. Providing additional or extended services during construction made necessary by (a) defective work of the Contractor; (b) prolongation of the Construction Contract time by more than 90 days, provided the prolongation is not due to the fault or negligence of the Design Consultant, its employees, consultants or agents and (c) default under the Construction Contract due to delinquency or insolvency. 14. Providing extensive assistance in the initial start-up and test operations of equipment or systems which is beyond the scope of that normally required to insure proper operation in accordance with the design and specifications. 15. Providing more than one (1) complete Substantial Completion (punch-list) inspection attended by all disciplines and more than two (2) follow-up inspections to determine Final Completion, per Construction Contract. 16. Providing additional services and costs necessitated by out-of-town travel required by the Design Consultant and approved by the Owner other than visits to the Project and other than for travel required to accomplish the Basic Services. 17. Providing any other services not otherwise included in this Agreement or not customarily furnished in accordance with generally accepted architectural practices consistent with the terms of this Agreement. 18. Providing services by the Design Consultant or its consultants, during the Construction Phase, in connection with unforeseen conditions, over and beyond an agreed-to Basic Service limit for such services, equal to twenty (20) man-hours. These services shall be provided by licensed Architects and Engineers of pertinent qualifications or by other qualified technical personnel acceptable to the Owner. LUMP SUM AGREEMENT FOR DESIGN CONSULTANT SERVICES BETWEEN Augusta, Georgia, a political subdivision of the State of Georgia Acting by and through the Augusta Richmond County Commission Hereinafter Referred to as Owner AND Studio 3 Design Group, P.C. Hereinafter Referred to as Design Consultant PROJECT: Augusta Richmond County Public Library/East Central Georgia Regional Library Headquarters. OWNER'S CONTRACT NO. DATE: ARCH-LS.PM 7/31/92 AGREEMENT FOR DESIGN CONSULTANT SERVICES TABLE OF CONTENTS Page Article 1 Definitions ......................................................................................................... 1 Article 2 Relationship of the Parties................................................................................ 4 Article 3 Basic Services .................................................................................................... 5 Article 4 Compensation.................................................................................................... 9 Article 5 Period of Services............................................................................................. 11 Article 6 Owner's Responsibilities ................................................................................. 11 Article 7 Additional Services.......................................................................................... 12 Article 8 Notices.............................................................................................................. 13 Article 9 Insurance ......................................................................................................... 13 Article 10 Indemnification................................................................................................ 14 Article 11 Termination of Agreement.............................................................................. 15 Article 12 Dispute Resolution .......................................................................................... 16 Article 13 Successors/Assignment/Third Parties.............................................................17 Article 14 Ownership of Documents/ Confidential Information.................................................................................17 Article 15 Additional Provisions ...................................................................................... 17 Exhibit A Design, Construction and Equipment Budget................................................A1 Exhibit B Building Program ............................................................................................B1 Exhibit C Master Schedule..............................................................................................C1 Exhibit D Scope of Services..............................................................................................D1 Exhibit E Additional Services..........................................................................................E1 Commission Meeting Agenda 2/22/2006 1:00 PM Diamond Lakes/Willis Foreman Road Entrance Design Department:Tom F. Beck, Director of Recreation and Parks Department Caption:Motion to Approve an A/E contract with Cranston, Robertson and Whitehurst, P.C. for surveying, mapping and engineering design work of a new entrance road into Diamond Lakes Regional Park from Willis Foreman Road in the amount of $56,995.00. (Approved by Public Services Committee February 13, 2006) Background:The Augusta Commission has approved SPLOST, Phase IV funds for improvements to Diamond Lakes Regional Park. Cranston, Robertson & Whitehurst has been the lead engineering firm on all previous work approved by the Augusta Commission for development of this regional park as per an approved master plan. Analysis:The new entrance road into Diamond Lakes Regional Park from Willis Foreman Road will cover @.06 miles of two lane, curb and gutter road from Willis Foreman Road through the park to the current end of the existing road located near the entrance into the softball complex. The road project is listed on the Georgia DOT construction priority list for state aid. Based on the construction estimate of $701,910, this project could receive up to 40% in state aid. Financial Impact:SPLOST Phase IV Budget: $5,800,000 Expenditures to date: $5,713,070 Balance: $ 86,930 Proposed A/E for Design work $ 56,995 Contingency Balance: $ 29,935 Alternatives:1. To approve an A/E contract to CRW, P.C. for $56,995. 2. Move no action thus delaying the design and construction of the proposed new park entrance. Recommendation:1. To approve Funds are Available in the Following Accounts: SPLOST Phase IV 201063550 REVIEWED AND APPROVED BY: Finance. Procurement. Disadvantaged Business Enterprise. Administrator. Clerk of Commission Diamond Lakes/Willis Foreman Road Entrance Design Design Proposal from Cranston, Robertson & Whitehurst The information listed below is from the Augusta-Richmond Code addressing contract for professional services. § 1-10-46. AUTHORITY TO CONTRACT FOR SPECIAL SERVICES. As used in this section, special services are those professional services, such as those provided by physicians, architects, ministers, engineers, accountants and attorneys, which are normally obtained on a fee basis. In the procuring of professional services those departments which normally utilize such services may contract on their behalf for such service in accordance with this article provided that the following requirements are met: (a) The department must solicit the best possible contract with the person providing the professional service. (b) Negotiation with the person providing professional services shall include the department head and the Augusta-Richmond County Administrator. (c) The department shall obtain the approval of the Commission. (d) On those special services in Augusta-Richmond County, where another department head's expertise and recommendations can be of special use, the department procuring such service shall seek the advice of such department head. (e) The Commission shall have the authority to continue a contract for professional services from year to year when it is in the best interest of Augusta-Richmond County. (f) Depending on the type of the service that is involved, Augusta-Richmond County should look beyond price estimates or bids, to qualifications of the bidder. Cost of the work to be performed should not be given primary and dominant weighing in selecting the professional bidder. The technical factors and qualifications of the staff and firm should be also considered. Commission Meeting Agenda 2/22/2006 1:00 PM Dock Replacement at Boathouse Department:Augusta Port Authority - Mr. Trent Mercer, Chairman Caption:Motion to approve the emergency replacement of boat docks at Boathouse Community Center. (Approved by Public Services Committee February 13, 2006) Background:The lower boat docks on the Savannah river at the Boathouse Community Center are a safety hazard and are in need of immediate replacement. The docks are open to the public and are used by the Augusta Rowing Club, Drag Boat Races and other river events as necessary. Analysis:The docks are a safety hazard and have been deemed unsafe for use by the safety officer of Recreation and Parks(see attachment), and have been closed. The spring rowing regattas, which bring in hundreds of college rowers in to Augusta, are held in mid March and these docks are critical to the success of the regattas. They possibly could be replaced by mid March if done by emergency procurement. Financial Impact:The replacement of the docks are budgeted in the Augusta Port Authority's 2006 operating budget in the amount of $60,000. The installation of new docks can be completed within this budget, but needs to be done as an emergengy purchase with three written quotes and waiving the sealed bid process. The three written quotes are as follows: Connect-a- Dock $53,750.00 Blue Water Dock Systems $56,976.00 Shoreline Products $60,630.00 Alternatives:1. To approve the Augusta Port Authority proceeding with the emergency replacement of docks, as stated above. 2. Deny, leaving the docks closed to the public and jeapardizing the success of the spring college regattas. Recommendation:#1 - to approve Funds are Available in the Following Accounts: 104061712 5412110 REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission RECREATION AND PARKS Tom F Beck, Jr Ed Howerton Director Safety Officer Recreation and Parks Department 2027 Lumpkin Road Augusta Georgia 30906 706-796-4096 February 2, 2006 To: Tom Beck, Director From: Ed Howerton, Recreation Specialist II Re: Safety of Boat Dock Tom, this letter is concerning the condition of the dock located south of the boat ramp at The Boathouse property at 101 Riverfront Drive. After inspection of the dock and walking ramp to the dock, I am concerned of the unsafe conditions that exist. The boards on both the ramp and the dock are in such shape as to deem the dock unsafe for use by the general public. Warping boards, broken boards and the lack of support railing all lead to this conclusion. It is my request that the dock and ramp leading to the dock be closed for use by the general public. Commission Meeting Agenda 2/22/2006 1:00 PM Flea Market Application Department:License & Inspections Caption:Motion to approve a request by Melissa J. Provenzano for a Flea Market license to be used in connection with the White Elephant InDoor Marketplace located at 2704 Peach Orchard Rd. (Approved by Public Services Committee February 13, 2006) Background:This location is the old US Post Office building on Peach Orchard Rd. Analysis:The applicant has met all the requirements of the Augusta Richmond County Occupational Licens Ordinance. Financial Impact:The applicant will pay a regulatory fee of $300.00 plus gross. Alternatives: Recommendation:License & Inspections recommends approval. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Professional Services for Apple Valley Park Department:Tom F. Beck, Director of Recreation and Parks Department Caption:Motion to approve additional professional services due to change in scope to Davis DesignGroup in the amount of $11,000. (Approved by Public Services Committee February 13, 2006) Background:The Augusta Commission approved a transfer of $20,000 SPL:OST IV funds from Bernie Ward Center to Apple Valley Park to initiate design work based upon $95,000 of CDBG funds allocated for this park project. With the passage of SPLOST V, the scope of the project has changed brining about the need to address additional design services. Davis Design group was awarded a professional services contract by the Augusta Commission on September 7, 2004. Analysis:The Department has $11,000 remaining in SPLOST IV for additional design fees associated with the development of Apple Valley Park. This phase of the project would complete park design for everything included in the approved master plan minus a community building and allow the Department to go to bid when SPLOST V dollars become available this year. Financial Impact:SPLOST IV Budget: $ 20,000 Expenditures to date: $ 9,000 Proposed additional A/E fees: $ 11,000 SPLOST IV balance: $ -0- Remaining funds for park development: $ 95,000 - CDBG $350,000 - SPLOST V Alternatives:1. To approve the additional A/E services to Davis Design for $11,000 2. To move no action thus delaying the design and construction of this park project. Recommendation:1. To approve Funds are Available in the Following Accounts: SPLOST Phase IV - 204061001 REVIEWED AND APPROVED BY: Finance. Procurement. Disadvantaged Business Enterprise. Administrator. Clerk of Commission Jan. 27, 2006 Mr. Ron Houck Planning & Development Manager Augusta Richmond County Rec. & Parks Dept. P.O. Box 5605 Augusta, Ga. 30916-5605 Re: Professional Services for Apple Valley Park Dear Ron: This proposal is to address the change in scope for professional services for Apple Valley Park. The original fee was $9,000 based on a construction value of $ 95,000. We will provide additional design for lighted tennis courts, basketball court, site a playground to be installed by the Recreation Department, site fencing, ball field fencing, additional concrete walks and coordination of lighting to be installed by Georgia Power Company. The construction budget is increased from $ 95,000 to $ 350,000. Our fee for the additional services is based on a construction increase of $ 225,000 (less $30,000 for play equipment). This fee proposal is for design development reflecting the increased costs. The additional fee is $ 11,000. Construction administration is not a part of this proposal. Should you have any questions, please don’t hesitate to call. Very truly yours: Roger W. Davis Landscape Architect Commission Meeting Agenda 2/22/2006 1:00 PM Restaurant Concessionaire Department:Augusta Regional Airport Caption:Motion to approve the assignment and Contract Approval for Airport Restaurant Concessionaire. (Approved by Public Services Committee February 13, 2006) Background:The Augusta Aviation Commission through the RFP process has selected Tailwinds Lounge as Augusta Regional Airport food concessionaire. The RFP was submitted twice with Tailwinds Lounge being the only vendor submitting a proposal both times. Analysis:Tailwinds Lounge is currently providing food concessions at the airport. Financial Impact:The contract is for five (5) years, effective October 1, 2006. No rental fees for the initial twelve (12) months (due to the continuing construction of the new terminal) with the subsequent years a monthly rental fee of the greater of the sum of $750.00 or five percent (5%) of the gross revenue. Alternatives:Reject request. Recommendation:The Augusta Aviation Commission approved this assignment at the January 26, 2006 meeting and recommends Augusta Commission approval. Funds are Available in the Following Accounts: N/A REVIEWED AND APPROVED BY: Finance. Procurement. Disadvantaged Business Enterprise. Administrator. Clerk of Commission 1 STATE OF GEORGIA ) COUNTY OF RICHMOND ) THIS LEASE AGREEMENT, made and entered into this ______ day of _____________, 2006 by and between AUGUSTA, GEORGIA, a political subdivision of the State of Georgia (hereinafter referred to as “Augusta”) acting by and through the AUGUSTA AVIATION COMMISSION (hereinafter called “Lessor”) and Tailwinds Lounge, (hereinafter called “Lessee”); WITNESSETH: WHEREAS, Augusta is the owner of Augusta Regional Airport at Bush Field, which is under the direction and control of the Lessor, said Bush Field being located in the County of Richmond, State of Georgia; and WHEREAS, the Lessor wishes to enter into a Lease for a certain portion of the Airport premises in the interest of furthering and carrying out its purpose in the operation of the airport and in the promotion of aviation in the interest of the public, and the Lessee desires to obtain a Lease for certain premises located at the the Airport for food service. NOW, THEREFORE, the parties hereto for and in consideration of the mutual promises herein contained, do hereby agree each for itself and its successors and assigns as follows: Section 1. Premises. The Lessor does hereby lease and let to Lessee, and the Lessee, for its exclusive use, does hereby lease and obtain from the Lessor for the purposes hereinafter set forth that portion of the Airline Terminal Building known as the Food Concession 2 (Secure) and Food Concession (Non Secure) area and shown on Exhibit “A” (hatched in red), being hereinafter called the “Premises”. Exhibit “A” is attached hereto and made a part hereof. [NOTE: plat is not attached] Section 2. Term. Subject to the terms, provisions, and conditions hereof, this Lease Agreement shall be for a term commencing on October 1, 2006 and ending September 30, 2011. Section 3. Rental. As rental for the Premises during the initial twelve (12) months (October 1, 2006 through September 30, 2007) of this Lease, Lessee will pay no rental fees. However, monthly statements of gross revenue (as hereinafter defined) for this twelve (12) month period are to be submitted on or before the tenth (10th) day of the month following the month within which the gross revenue has been realized. As rental for the Premises during the subsequent four (4) years (October 1, 2007 through September 30, 2011), Lessee agrees to pay to the Lessor monthly the greater of the sum of $750.00 or five percent (5%) of the gross revenue, less applicable sales tax. In determining gross revenue from the operation of said business for the purpose of computing the percentage rental, gross revenue shall mean all revenue or income received or recorded to be received resulting from Lessee’s operation on the Premises including, but not limited to, revenue from cash transactions, charge accounts locally controlled or billed through central offices, credit card transactions, and any other form of billing used in the transacting of business by Lessee on said Airport. Lessee agrees during the term of this Agreement to submit to Lessor monthly statements of gross revenues. Rental payments and statements of gross revenue are to be 3 submitted on or before the tenth (10th) day of the month following the month within which the gross revenue hereinabove described has been realized or rental payment becomes due. Lessee further agrees that complete books and records of Lessee’s operation reflecting every phase of activity in connection with this Lease shall be maintained by Lessee. Said books and records shall be subject to inspection and audit by Lessor at any time during the normal working day. Upon request, Lessee shall provide to Lessor a statement verifying monthly gross revenues as previously reported by Lessee to the Lessor. Said verification shall be compiled by a competent and registered accountant. Section 4. Use of the Premises. Lessee shall use the Premises only for the purpose of operating a dining room, coffee shop, cocktail lounge, and other Airport Terminal food and beverage related activities. Section 5. Operation of the Premises. Lessee shall provide adequate qualified personnel, equipment, and resale products in such a manner as to develop and maintain the good will of the general public utilizing the Airport. All prices charged the general public for the services rendered upon the Premises shall be commensurate with and in no case in excess of the highest charged at the principal air carrier airports serving the cities of Columbia, South Carolina, Charleston, South Carolina, Greenville-Spartanburg, South Carolina, Savannah, Georgia, and Tallahassee, Florida. Lessee shall operate the Premises seven (7) days per week, including holidays, for the following hours: open one (1) hour prior to the first scheduled departure and remain open 4 until the last scheduled departure. No change in the opening and closing hours shall be made without the prior written consent of the Lessor. Lessee may not, without the prior written consent of Lessor, install or operate any coin operated vending machines, including those dispensing or providing music or entertainment. Section 6. Additions, Alterations, Changes, and Improvements. Lessee shall not, without the prior written consent of Lessor, make any additions, alterations, including painting and decorating, changes, or improvements, structural or otherwise, in or upon any part of the Premises. Lessee shall submit in writing to Lessor plans and specifications for any such proposed additions, alterations, changes, or improvements and no work shall be commenced thereon until such time as Lessor’s written consent has been obtained. Upon the expiration of the lease, Lessee shall, at Lesson’s option, return the premises in the same condition as it existed at the commencement of the lease, or any such additions, alterations, changes, or improvements made by Lessee, excluding trade fixtures, shall become the property of the Lessor upon the termination of this Lease, whether by lapse of time otherwise, and shall be surrendered to Lessor at the time of taking possession of the Premises by Lessor. Lessee shall not attach or install any fixtures, equipment, posters, signs, pictures, advertisements, etc. to the interior or exterior of the Premises or in the public view without the prior approval of Lessor. 5 Section 7. Cleaning. Lessee shall be responsible for the cleaning of the Premises. Cleanliness measures shall conform to all city, state, and federal health regulations, including but limited to those regulations relating to the preparation, storage and serving of food and food products Lessee shall be responsible for the handling, preparation, and storage of all items sold by the Lessee for consumption by the public in accordance with USDA guidelines, as well as all city, state, and federal health regulations. Section 8. Maintenance and Repair. Lessee accepts the Premises and the equipment installed therein ”as is” and in their present condition and agrees to maintain them throughout the term of this Lease. In the event installed equipment owned by Lessor and used by Lessee is determined to be unserviceable, then such equipment shall be returned to Lessor. If the equipment should need replacing, it is the responsibility of the Lessee not the Lessor to replace this equipment. Lessor shall be responsible for and shall pay for all repairs and maintenance which may be necessary to the exterior building walls and roof, except plate glass and except where the need for any such repairs is due to act of Lessee or any of Lessee’s employees, agents, representatives, contractors, or invitees, in which case Lessee shall be responsible for and shall pay for the costs of such repairs and maintenance. Lessor reserves the right to enter upon the Premises at any time during the normal working day for the purpose of making inspections, further developing, and improving said Premises. Section 9. Utilities. Lessee shall pay for all utilities used and required in connection with the conduct of its business on the Premises. In the event separate metering of 6 utilities is not available, Lessor shall have the right to prorate utility charges to Lessee on a fair and equitable basis, with Lessor’s prorations being conclusive and final. Section 10. Rules and Regulations. Lessee agrees that use of the leased Premises shall be conducted in conformity with all local, State, and Federal laws and published or written Airport regulations and procedures. It is further agreed that Lessor’s designated Manager’s (who shall be at all times in full and complete charge of said Airport in its entirety) directions as to policy and procedures shall be final and conclusive upon Lessee. Section 11. Taxes, Permits, and Licenses. Lessee shall be responsible for and shall pay all taxes which may be levied or assessed against the machinery, equipment, or other personal property owned or used by Lessee and located on the leased Premises. Lessee shall not be required to pay any real property taxes. Lessee shall be solely responsible for purchasing and maintaining all applicable licenses and permits (including liquor license) necessary for the operation of the entire Premises herein leased. In the event any necessary license shall be finally denied to or revoked from Lessee, this lease shall terminate. Section 12. Insurance. Lessor shall not be liable to Lessee or to Lessee’s agents, patrons, visitors, subtenants’ employees, or contractors for any damage to person or property caused by any act of negligence of Lessee or any of Lessee’s directors, offficers, agents, contractors, servants, or employees or for damages resulting from business activities conducted by Lessee on the leased Premises. Lessee agrees to obtain and keep in effect at all times during the term of this Lease insurance coverage as follows: 7 Lessee hereby agrees to maintain at all times at Lessee’s expense, $1,000,000 Broad Form Comprehensive General Liability to include Products Liability and Liquor Liability, naming Augusta, Georgia, the Augusta – Richmond County Commission, the Augusta Regional Airport and the Augusta Aviation Commission as additional named insureds and contain a 30 day notice of cancellation to the Airport in the event the policy is cancelled for any reason. Lessee agrees to furnish an annual certificate of insurance to Lessor. Section 13. Liabilities and Indemnification. Lessee agrees to indemnify, save, and hold harmless Lessor, its officers, agents, servants, and employees of and from any and all costs, liability, damage, and expense, including costs of suit and reasonable expenses of legal services, claimed or recovered by any person, firm, or corporation by reason of injury to, or death of, any person or persons, and damage to, destruction, or loss of use of any and all property, including Lessor’s personnel and property, directly arising from, or resulting from, nay operations, works, acts, or omissions of Lessee, its agents, servants, employees, contrators, sublessees, or tenants, excepting such liability as may be caused by the operations, works, acts, negligence, or omissions or Lessor, its agents, or employees. Any final judgment rendered against Lessee for any cause for which Lessee is liable hereunder shall be conclusive against Lessee as to liability and amount upon the expiration of the time for appeal. In addition to Lessee’s undertaking in this provision, and as a means of further protecting the Lessor, its officers, agents, servants, and employees, Lessee shall at all times during the term of this Lease obtain and maintain in effect public liability insurance coverage of the types and with the minimum limits set forth elsewhere in this Lease. 8 Section 14. Fire or Other Casualty. In the event the Premises are totally destroyed (or so substantially damaged as to be untenantable) by storm, fire, earthquake, or other casualty, this Lease shall terminate as of the date of such destruction or damage and the rental shall be accounted for as between the parties hereto as of that date. Section 15. Subletting. Lessee shall not assign this Lease or any interest hereunder, or sublet the Premises or any part thereof, or permit the use of some or any part thereof, by any party, other than as above stipulated, or become inactive in the operation of said Premises without the prior written consent of the Lessor. This Lease shall create the relationship of Landlord and Tenant between the Lessor and Lessee; no estate shall pass out of the Lessor; Lessee has only an usufruct, not subject to levy and sale and not assignable by Lessee except by Lessor’s written consent. Section 16. Default by Lessee. If Lessee defaults in the payment of any rent and such default continues for a period of ten (10) days after written notice from Lessor or its agent, or is Lessee defaults in fulfilling any of the covenants or agreements of the Lease Agreement on its part to be kept or performed and such default is not made good within ten (10) days after written notice from Lessor or its agent, then in any one or more of such events and at any time thereafter, Lessor may, at its election, declare this Lease canceled and terminated and may be its representatives, enter upon said Premises with or without process of law and take possession thereof. Section 17. Default by Lessor. In the event Lessor should default in the performance of any of its duties or obligations under this Lease Agreement and such default 9 should not be cured by Lessor and should be of such a nature that nonperformance thereof would result in a termination of the Lease, and such default does not arise out of a default by Lessee in the performance of its duties and obligations under this Lease Agreement, then, in any such event, Lessee herein may, upon thirty (30) days prior written notice to Lessor, termination this Lease Agreement and be relieved of all unaccrued liability and obligations hereunder. Section 18. Insolvency. If at any time during the term of this Lease or any extensions or renewals thereof , there shall be filed by or against Lessee in any court pursuant to any statute either of the United States or of any State, a petition in bankruptcy or insolvency or for reorganization or for the appointment of a receiver or trustee of all or a portion of Lessee’s property, and within thirty (30) days there Lessee fails to secure a discharge thereof, or if Lessee makes an assignment for the benefit of creditors or petitions for or enters into such an arrangement, this Lease Agreement shall ipso facto be canceled and terminated and in which event neither Lessee nor any person claiming through or under Lessee, or by virtue of any statute or of an order of any court shall be entitled to possession of the leased Premises and Lessor, in addition to the other rights and remedies of Lessor by virtue of any other provisions herein or elsewhere in this Lease Agreement contained or by virtue of any statute or rule of law, may retain as liquidated damages any equipment, rent, security deposit, or monies received from Lessee or others in behalf of Lessee. Section 19. Surrender upon Expiration. Lessee covenants that at the expiration or prior termination of this Lease Agreement, it will quit and surrender possession of the leased Premises free and clear of any and all liens and encumbrances and in good repair and condition, 10 reasonable wear and tear and damage by fire, acts of God, the public enemy, or action of the elements, or by any cause not due to any act or omission of Lessee and beyond its reasonable control, excepted. Section 20. Notices. Whenever, under this Lease, provision is made for notice of any kind, it shall be deemed a sufficient service of such notice if the said notice is in writing and is deposited with the United States Postal Service as first class mail in a sealed envelope, properly stamped, addressed as follows: If to Lessor: Augusta Regional Airport Executive Director 1501 Aviation Way Augusta, GA 30906 If to Lessee: Jay Jahn Tailwinds Lounge 1543 Aviation Way Augusta, GA 30906 Section 21. Miscellaneous. A. Captioned herein are included for convenience of the parties only and shall not be deemed to modify or restrict the meaning or interpretation of any of the terms or provisions hereof. B. In the event any covenant, condition, or provision herein contained is held to be invalid by a court of competent jurisdiction, the invalidity of any such covenant, condition, or provision shall in no way affect any other covenant, condition, or provision herein contained provided that the invalidity of any such covenant, condition, or provision does not materially 11 prejudice either Lessor or Lessee in its respective rights and obligations contained in the valid covenants, conditions, and provisions of this Lease. C. As between Lessor and Lessee, Lessee in the occupancy, use, and maintenance of the leased Premises under the terms hereof, shall at all times act in the capacity of an independent contractor. D. All claims, disputes and other matters in question between the Lessor and the Lessee arising out of or relating to the Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia. E. Lessee acknowledges that all records relating to this Agreement and the services to be provided under the contract may be a public record subject to Georgia's Open Records Act (O.C.G.A. § 50-18-70, et seq.). Lessee shall cooperate fully in responding to such request and making all records, not exempt, available for inspection and copying as provided by law. F. This Lease contains the entire agreement of the parties and no representations, inducements, promises, or agreements, oral or otherwise, between the parties not embodied herein shall be of any force or effect. No failure of either party to exercise any power given it hereunder, or to insist upon strict compliance by either party of any obligations hereunder and no custom or practice of the parties at variance with the terms hereof shall constitute a waiver of either party’s right to demand exact compliance with the terms hereof. IN WITNESS WHEREOF, the parties hereof have caused this Agreement to be executed as of the day and year first above written. 12 Signed, sealed, and delivered In the presence of: CITY OF AUGUSTA ___________________________ By:_________________________ Notary Public, State of GA Its: Mayor My Commission Expires:_______ Attest: _______________________ Its: Clerk of Commission [SEAL] Signed, sealed, and delivered AUGUSTA AVIATION In the presence of: COMMISSION ___________________________ By:_________________________ Notary Public, State of GA As its:___CHAIRMAN____ My Commission Expires:_______ [SEAL] Signed, sealed, and delivered _____________in the presence of: __________________________ By:__________________________ Notary Public, State of GA Its: President My Commission Expires: _____ Exhibit A Or i g i n a l N i n e ( 9 ) C o p i e s A d d e n d u m 1 Ta i l w i n d s L o u n g e X X X RF P # 0 6 - 0 8 4 b i d p a c k a g e w a s m a i l e d o u t t o 2 1 co m p a n i e s , p u b l i c i z e d i n t h e A u g u s t a C h r o n i c l e o n No v e m b e r 2 4 , 2 0 0 5 , D e c e m b e r 1 , 8 a n d 1 5 , 2 0 0 5 an d i n t h e M e t r o C o u r i e r o n N o v e m b e r 3 0 , 2 0 0 5 . It w a s u p l o a d e d i n D e m a n d s t a r 1 1 / 2 9 / 2 0 0 5 a n d De m a n d s t a r n o t i f i e d 5 5 c o m p a n i e s . F o u r co m p a n i e s a t t e n d e d t h e p r e - m a n d a t o r y b i d me e t i n g h e l d o n D e c e m b e r 1 6 , 2 0 0 5 : R o n l y n Co r p o r a t i o n , E v e n t s 2 0 - 2 0 , T h e C h e f ' s H o u s e a n d Ta i l w i n d s L o u n g e . O n l y T a i l w i n d s L o u n g e su b m i t t e d a p r o p o s a l w h i c h w a s f o u n d t o b e re s p o n s i v e a f t e r c a r e f u l e v a l u a t i o n o f t h e i r pr o p o s a l . RF P # 0 6 - 0 8 4 Re s t a u r a n t / B a r O p e r a t o r Au g u s t a R e g i o n a l A i r p o r t RF P D u e : T h u r s d a y , D e c e m b e r 2 9 , 2 0 0 5 @ 3 : 0 0 p . m . Commission Meeting Agenda 2/22/2006 1:00 PM Amendment of Family Y Wellness Contract Department:Human Resources Caption:Motion to approve a one year $2 increase and all city employees be charged the same rate. (No recommendation from Administrative Services Committee February 13, 2006 Background:All Augusta, GA employees are encouraged to be fit and stay healthy. In our continuing efforts to provide employees with optimum and affordable benefits all full-time employees are eligible to enroll in the approved Wellness Center. Currently over 750 employees are enrolled in Augusta’s wellness programs. Employees may be eligible to receive 100% reimbursement monthly, depending on the number of visits each month. Augusta currently has 311 employees are enrolled at the Family Y Analysis:The Family Y has recently made several upgrades to their main facility and has added new facilities which can be used by Augusta’s employees to provide more convenience. The current rates for the Family Y are thirty two (32) dollars per month for regular Augusta Employees and sixteen (16) dollars per month for public safety employees. For an additional sixteen (16) dollars and employee can add their entire family to their Family Y membership. The new proposed rates effective March 1, 2006 for the Family Y are thirty four (34) dollars per month for regular Augusta Employees and eighteen (18) dollars per month for public safety employees. For an additional eighteen (18) dollars and employee will be able to add their entire family to their membership. Effective January 1, 2007 the proposed rates will be thirty six (36) dollars per month for regular Augusta Employees and twenty (20) dollars per month for public safety employees. For an additional twenty (20) dollars and employee will be able to add their entire family to their membership. Financial Impact: Alternatives:Do not to approve the contract amendments with the Family Y. Recommendation:Approve the contract amendments with the Family Y. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Augusta Youth Center Department:Housing & Economic Development Department Caption:Motion to approve the Reprogramming of $15,000 in Community Development Block Grant (CDBG) funds from the Economic Development Revolving Loan Fund to the Augusta Youth Center. (Approved by Administrative Services Committee February 13, 2006) Background:The Augusta Youth Center is a non-profit agency located in the Olde Town neighborhood. This agency provides tutoring and recreational activities for low income youths. In a letter dated January 18, 2006 Mr. Edward J. Tarver, the Youth Center Board Chairman, requested $15,000 in CDBG funds to be used to reimburse operational expenses, salaries and supplies incurred by the agency through the end of calendar year 2005. A copy of the letter is attached. The department has asked the agency to provide a budget for the requested funds. The request was pending at the deadline for submitting agenda items. Analysis:The Augusta Youth Center already has received two (2) grants totaling $25,000 in year 2005 CDBG funds. The agency is slated to receive another $25,000 in year 2006 CDBG funds. Approval of this request would enable the agency to pay for expenses incurrred toward the end of calendar year 2005. If the funding request is approved, the Augusta Youth Center year 2005 grant agreement would be amended accordingly. Financial Impact:The requested funds could be reprogrammed from the Economic Development Revolving Loan Fund - CDBG Project #98181 (year 1998 CDBG funds). Approval of the request would reduce the amount in the Economic Development Loan Fund by $15,000. Alternatives:Denial of the request. Department staff has suggested to the agency that the requested funds also be sought from other sources. Recommendation:Approve the Reprogramming of $15,000 in Community Development Block Grant (CDBG) funds from the Economic Development Revolving Loan Fund to the Augusta Youth Center as recommended by the Citizen's Advisory Committee on January 26, 2006. Funds are Available in the Following Accounts: Economic Development Revolving Loan Fund - CDBG Project #98181. REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Ms. Ms. Pat Pat Jones, Jones, DirectorDirector Mrs. Mrs. Delores Delores Brooks, Brooks, Interim Interim DirectorDirector Augusta Augusta Youth Youth CenterCenter Proposed Proposed BudgetBudget ESTIMATED ESTIMATED EMERGENCY EMERGENCY INCOMEINCOME Community Community DevelopmentDevelopment TotalTotal InsuranceInsurance Liability Liability Insurance Insurance (Property)(Property) Liability Liability Insurance Insurance (Vehicles)(Vehicles) UtilitiesUtilities Telephone Telephone $300.00$300.00 Gas Gas $300.00$300.00 Electric Electric $400.00$400.00 Water Water $75.00$75.00 Security Security $20.00$20.00 MiscellaneousMiscellaneous Internet Internet Service Service $70.00$70.00 Office Office Supplies Supplies $200.00$200.00 Food Food $400.00$400.00 Pest Pest Control Control $75.00$75.00 Cleaning Cleaning Supplies Supplies $400.00$400.00 Vehicle Vehicle Fuel Fuel $400.00$400.00 TotalTotal TOTAL TOTAL ESTIMATED ESTIMATED EXPENDITURESEXPENDITURES INCOME INCOME EXPENDITURES= EXPENDITURES= CONTINGENCYCONTINGENCY $15,000.00 $15,000.00 - - $12,240.00 $12,240.00 = = $2,760.00$2,760.00 Augusta Augusta Youth Youth CenterCenter Proposed Proposed Budget: Budget: OperationsOperations $15.000.00$15.000.00 $15,000.00$15,000.00 $2,000.00$2,000.00 $2,600.00$2,600.00 $12,240.00$12,240.00 Mr. Mr. Paul Paul DeCampDeCamp Housing Housing and and Economic Economic DevelopmentDevelopment 925 925 Laney Laney Walker Walker Blvd.Blvd. Augusta, Augusta, Georgia Georgia 3090430904 Re: Re: Augusta Augusta Youth Youth CenterCenter Dear Dear Mr. Mr. Decamp:Decamp: I I am am the the recently recently elected elected Chairman Chairman of of the the Board Board of of Directors Directors of of thethe Augusta Augusta Youth Youth Center. Center. On On behalf behalf of of the the Youth Youth Center's Center's Board Board of of Directors, Directors, II request request additional additional CDBG CDBG funding funding in in the the amount amount of of $15,000 $15,000 for for operationaloperational expenses, expenses, salaries salaries and and supplies. supplies. The The requested requested funds funds would would be be in in addition addition to to thetheCenter's Center's 2005 2005 CDBG CDBG allocation allocation and and are are needed needed for for the the reimbursement reimbursement of of .. expenses expenses incurred incurred through through the the end end of of the the 2005 2005 calendar calendar year. year. All All available available fundsfunds will will be be used used to to provide provide vitally vitally needed needed services services to to the the children children who who participate participate inin the the Youth Youth Center Center programs.programs. With With kind kind regards, regards, I I remainremain EJT:vhmEJT:vhm Pam Pam KitchensKitchens00:00: Kitchens Kitchens Business Business SoluSolu Delores Delores Brooks, Brooks, Interim Interim AdministratorAdministrator Augusta Augusta Youth Youth Center,' Center,' Inc.Inc. January January 18, 18, 20062006 ~~fD)~@~lIW~fD)~@~lIW~l!\ l!\ JAN JAN 1 1 8 8 20062006 Very Very truly truly yours,yours,~~~~ Board Board ChairmanChairman bonsbons Commission Meeting Agenda 2/22/2006 1:00 PM Health & Dental Insurance Provider Contract Department:Human Resources Caption:Motion to approve entering into a contractual agreement with selected Health/Dental Insurance Provider. (No recommendation from Administrative Services Committee February 13, 2006) Background:In December of 2005, the Human Resources began the Request for Proposals process for Health & Dental Insurance Providers. United Healthcare is the current Health/Dental insurance provider for Augusta. In 2004 the Human Resources Department went through the RFP process to make sure Augusta was receiving the best service and pricing for medical and dental insurance from it provider at the time BlueCross BlueShield of Georgia. The selection committee met on February 2, 2006 and decided to ask finalist to present their products on February 10, 2006. The selected provider will take over the medical and dental coverage for Augusta effective April 1, 2006. Analysis:Due to beginning the contract with United Healthcare in March of 2005, it took a longer period of time to receive the renewal rates. After receiving the renewals which included a medical insurance premium increase of 35% it was decided that it would be in the best interest of Augusta financially to do a request for proposals. The 35% increase represents over 5 million dollars in increased premiums. Financial Impact: Alternatives:Do not approve agreement with selected provider and renew Augusta’s contract with United Healthcare. Recommendation: Approve entering a contract with selected provider as Augusta’s new Health/Dental Insurance Provider. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Petition for Retirement of Ms. Barbara Booker Department:Human Resources Caption:Motion to approve Retirement of Ms. Barbara Booker under the 1977 Pension Plan. (Approved by Administrative Services Committee February 13, 2006) Background:Normal retirement under the 1977 Pension Plan is the first day of the month following his/her 65th birthday or attaining 62 yrs. of age and completing 25 years of credited service. The monthly benefit is 1% of the participants average earnings multiplied by his/ her years of credited service. Analysis:Ms. Barbara Booker (age 67) is currently a Custodian with Public Facilities Maintenance. Ms. Booker was hired on June 26, 1995; she joined the 77 Pension Plan on June 26, 1995. Ms. Booker meets the requirements for a normal retirement under the 77 Plan. Her proposed retirement date is February 28, 2006. The normal retirement benefit payable to Ms. Barbara Booker is $145.00 per month (Life Only). Financial Impact:Funds are available in the 77 Pension Plan. Employee has contributed 4% of her salary towards her retirement since June 26, 1995. Alternatives:None. Recommendation:Approve the retirement of Ms. Barbara Booker under the 1977 Pension Plan. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Prime Commercial Properties, Inc. Department:Housing & Economic Development Development Caption:Motion to approve Contract Extension and reimbursement for services rendered in South Augusta by Prime Commercial Properties, Inc., in the amount of $11,000.00 for the Economic Development Ombudsman Program subject to clarification/supporting documents on the Weed and Seed CDBG funding. (Approved by Administrative Services Committee February 13, 2006) Background:The Economic Development Ombudsman Program was established in 2004. Project consultants have performed a variety of services to identify and assist existing and new businesses in the city. Examples of services provided include collaborating with existing economic development workshops, roundtables and forums. Initially separate contracts were awarded to Prime Commercial Properties, Inc. to implement the Ombudsman program in West Augusta and Downtown areas, while the HBA Group, Inc. implements the Ombudsman program in South Augusta area. The principal objective of both programs was to improve collaboration among economic development organizations and develop a coordinated economic development strategy. On June 1, 2005 the HBA Group, Inc. terminated their contract, and Prime Commercial Properties was instructed to provide services in South Augusta area. Analysis:The extension of terms for the existing contract will enable prime Commercial Properties, Inc. to provide services to be extended until January 31, 2006 and the reimbursement will allow payment for services that have been rendered by Prime Commercial Properties, Inc., in the South Augusta area. Financial Impact:$11,000 CDBG Funding. Alternatives:None recommended Recommendation:Approve Contract Extension to January 31, 2006 and reimbursement of service rendered by Prime Commercial Properties, Inc., up to $11,000 for the Economic Development Ombudsman Program. Funds are Available in the Following Accounts: Economic Development Revolving Loan Funds CDBG Project #98181 - $11,000 REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Weed & Seed Department:Housing and Economic Development Department Caption:Motion to approve a request from Mr. Van McMillan, Director of ARC Weed & Seed Program to amend the 2005 CDBG agreement to reflect a budget adjustment to include the salary of the computer instructor at a cost of $3,800 and an after school tutorial instructor at the cost of $877.50. The total of the budget adjustment is $4,677.60. (Approved by Administrative Services Comnmitte February 13, 2006) Background:The ARC Weed & Seed is focused on improving the living conditions in the Barton Village community where the low income and the elderly populations are at- risk due to crime, poor living conditions, and community decay. Programs offered are: Kid’s Café; an After-School Tutorial program; GED program; Sigma Phi Beta-Youth Male Etiquette program; Daughters of Ester Female Etiquette program; Computer Literacy program; and a Summer Camp Feed-A- Kid program. The mission is to provide prevention, intervention, and treatment services for social problems such as drug addiction, crime, and juvenile delinquency. According to the agreement, CDBG funds are to be used to pay the salary of the Director, project coordinator, GED instructor (3) persons, fringe benefits, utilities, program supplies and equipment. Because the computer and tutorial instructor's salaries were not included into the agreement, the Director is requesting that the agreement be amended to include the salary for the computer and tutorial instructors (5) persons. Analysis:Approval of the amendment would allow the agency to continue the computer program, continue to assist low income adults in gaining marketable skills and to assist community kids with their homework. Classes are held four days a week from 10:00 a.m. to 1:00 p.m. for the adults. The after school program is held four days a week from 3:30-6:30 p.m. This item was approved by the Citizens' Advisory Committee on December 15, 2005. Financial Impact:None. There will be no increase or decrease in the total grant amount of $50,000 or the budget line item for the salaries, which is $33,724. The budget will remain as below: Salary $33,724.00 Fringe Benefits $ 2,580.00 Utilities $ 2,000.00 Program Supplies & Equipment $11,696.00 Total $50,000.00 Alternatives:None recommended Recommendation:Approve the Request to amend the Weed and Seed agreement to include salary line ietems for the Computer Instructor and the Tutorial Instructor. Funds are Available in the Following Accounts: Weed & Seed CDBG Project #04058 - $50,000 REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Weed & Seed Salary Budget Salary Existing Proposed Director, Project Coordinator & GED Instructor (3 positions combined) $36,304 $31,626.50 Computer Instructor 0 3,800.00 Tutorial Instructor 0 877.50 Total $36,304 $36,304.00 Source: Housing and Economic Development Department Weed & Seed Salary Budget Salary Existing Proposed Director, Project Coordinator & GED Instructor (3 positions combined) $36,304 $31,626.50 Computer Instructor 0 3,800.00 Tutorial Instructor 0 877.50 Total $36,304 $36,304.00 Source: Housing and Economic Development Department Commission Meeting Agenda 2/22/2006 1:00 PM Weed and Seed Dept. Name Change Department:Weed and Seed Initiative Caption:Motion to approve a request for Department Name Change for the Weed and Seed Initiative to Department of Neighborhood Enhancement. (Approved by Administrative Services Committee February 13, 2006) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Harold Rhodes South Augusta Flea Market Department:Clerk of Commission Caption:Motion to approve allowing Mr. Harold Rhodes forty-five (45) days for the implementation of an action plan for the South Augusta Flea Market. (Approved by the Public Safety Committee February 13, 2006) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Bethel AME Church Tax Waiver Department:Clerk of Commission Caption:Motion to approve a request from Bethel AME Church for a waiver of taxes for 2005 for property at 839 Ninth Street. (Map 46-4, Parcel 162) (Approved by Finance Committee February 13, 2006) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Bond Counsel Department: Caption:Motion to approve the selection of Bond Counsel and Financial Advisor. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Customer Svc Trucks Department:Finance-Fleet Management, Ron Crowden, Fleet Manager Caption:Motion to approve the acquisition of 3 compact pickup trucks, 5 full-size pickup trucks, 2 utility body trucks, and 2 cargo vans for the Utilities Department-Customer Service Division. (Approved by Finance Committee February 13, 2006) Background: On June 7, 2005 the Augusta Commission approved the reorganization of the Augusta Utilities Department (agenda items 20/33) and subsequent reclassification and reorganization of the Customer Services Division (agenda items 21/34) of the same meeting (See attached Commission letter of approval). As part of the Benchmark 2010 goal, the Customer Services Division has included a state-of-the art meter shop in the plans for the new facility, but they are proceeding with automating all the meters over the next few years. A scheduled maintenance and meter replacement program must be implemented in order to have an efficient metering program, which includes in-field testing, meter repair, and large meter testing and repair. To facilitate this, the following positions were approved: Meter Testing and Services Manager, Large Meter Testing and Repair Supervisor, Meter Service Rep Supervisor, Meter Service Worker Supervisor (small meters), two Large Meter Service Workers, and two additional Meter Service Workers (for small meter repair and replacements). Due to existing truck replacement requirements and Commission approved personnel expansion, the Augusta Utilities Department- Customer Service Division requests the acquisition of the following vehicles: 3 compact pickup trucks to replace three older units used for meter reading. The units being replaced are asset numbers 984169, a 1998 model with 106,954 miles, 984170, a 1998 model with 116,771 miles, and 994152, a 1999 model with 117,330 miles. Also, the request is for 5 full-size pickup trucks. One unit will be a replacement for asset number 984150, a 1998 model with 110,098 miles. Replacement evaluations are attached for review. The other 4 vehicles will be for new hires responsible for testing and maintaining the larger meters. The 2 utility body trucks and 2 cargo vans will also be utilized by existing and additional employees for expanding meter repair, testing and installation responsibilities. The larger trucks and vans will be absolutely necessary to transport the heavier tools and meters required for these new and existing job descriptions and also to afford more theft protection of tools and equipment during night time emergency operations. Analysis:Fleet Management submitted a request for bids through the Procurement Department utilizing the Demand Star electronic bid system which offers nationwide bid coverage. The results of each bid for each truck is attached for review, please see attachment “Customer Svc – Trucks”. Financial Impact:The 3 compact pickup trucks will be purchased for $14,227.00 each for a total of $42,681. The 5 full size pickup trucks will be purchased for $17,590.00 each for a total of $87,950. The2 utility body trucks will be purchased for $19,669.00 each for a total of $39,338 and the 2 vans will be purchased for $18,084.00 each for a total of $36,168. The total purchase cost will be $206,137.00 and funds will be provided by Utilities capital accounts Alternatives:1.Approve the request for the preceding vehicles to the above lowest bidders. 2.Do not approve the request. Recommendation:Approve the acquisition of 3 compact pickup trucks, 5 full- size pickup trucks, 2 utility body trucks, and 2 cargo vans from vendors identified in the attachment as low bidders for a total of $206,137.00 from the Utilities capital account. Funds are Available in the Following Accounts: 506-04-3210.54-22210 // 506-04-3210.54-22220 REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission ATTACHMENT UTILITIES DEPARTMENT – CUSTOMER SERVIC DIVISION ANALYSIS: Fleet Management submitted a request for bids through the Procurement Department utilizing the Demand Star electronic bid system which offers nationwide bid coverage. The Procurement Department received quotes back from the following vendors for each bid request. The following are the results of the bids received for the compact pickup trucks (bid 05-129): Bobby Jones Ford $ 14,227.00 Each LOWEST BIDDER Carl Black GMC $ 15,563.00 Each Legacy Ford $ 14,546.00 Each The following are the results of the bids received for the full size pickup trucks (bid 05-134): Legacy Ford $17,590.00 Each LOWEST BIDDER Allan Vigil Ford $ 20,137.00 Each Bobby Jones Ford $ 18,005.00 Each Carl Black GMC $ 20,592.00 Each Parkway Ford $ 19,111.00 Each The following are the results of the bids received for the utility body trucks (bid 05-135): Bobby Jones Ford $ 19,669.00 Each LOWEST BIDDER Allan Vigil Ford $ 23,162.00 Each Carl Black GMC $ 25,239.00 Each Legacy Ford $ 22,595.00 Each Parkway Ford $ 22,775.00 Each The following are the results of the bids received for the cargo vans (bid 05-128): Bobby Jones Ford $ 18,084.00 Each LOWEST BIDDER Carl Black GMC $ 20,567.00 Each Legacy Ford $ 18,536.00 Each Commission Meeting Agenda 2/22/2006 1:00 PM Pay Raises for Elected Officials Department:Clerk of Commission Caption:Consider pay raises for elected officials. (No recommendation from Finance Committee February 13, 2006) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Public Service-Slope Mower-Sales Tax Department:Finance - Fleet Management - Ron Crowden, Fleet Manager Caption:Motion to approve the acquisition of 1 slope mower for the Public Services – Maintenance Division from Kut Kwick Corporation of Brunswick, Georgia for $40,623.00 (Lowest Bid offer for bid 05-150). (Approved by Finance Committee February 13, 2006) Background:The Augusta Public Services Department-Maintenance Division requests the acquisition of 1 new slope mower to assist in the mowing of the numerous steeply sloped areas around the city and county. The department has the responsibility to keep an extremely large amount of sloped areas groomed on a daily basis. The additional mower will be utilized to assist in mowing these surfaces and also a large amount of flat surfaces when needed throughout the city and outlying areas. The purchase of this unit will vastly improve job productivity and employee safety. The slope mower is designed to keep the operator and tractor unit in a vertical position with the cutting platform contouring the slope. This would be particularly hazardous to the employee if a regular tractor were to be used as the tractor has a high center of gravity and would most likely tip over. See photo attached. Analysis:Fleet Management submitted a request for bids through the Procurement Department utilizing the Demand Star electronic bid system which offers nationwide bid coverage. The Procurement Department received quotes back from only one 1 vendor, Kut Kwick Corporation of Brunswick, Georgia, submitted the lowest and only bid for $40,623.00. Financial Impact:The unit will be purchased for $40,623.00 from Phase IV of the SPLOST. Alternatives:1.) Approve the award to the lowest bidder, Kut Kwick Corporation of Brunswick, Georgia 2.) Do not approve the request. Recommendation:Approve the replacement of 1 slope mower for the Public Services – Maintenance Division from Kut Kwick Corporation of Brunswick, Georgia For $40,623.00 (Lowest Bid offer for bid 05-150). Funds are Available in the Following Accounts: 324-04-1110.54-21120 // 201-82-4010.54-21120 REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Richmond County Neighborhood Associations Alliance, Inc. Department:Clerk of Commission Caption:Motion to approve a request from the Richmond County Neighborhood Associations Alliance, Inc. for city sponsorship through the purchase of tickets for the 10th Annual Banquet. (Approved by Finance Committee February 13, 2006) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Approve Change Order No. 2 Horsepen Sanitary Sewer Department:Utilities Caption:Motion to approve proposed Change Order No. 2 to Horsepen Sanitary Sewer Project AUD 50175, and continue sanitary sewer installation in the Fairington neighborhood. (Approved by Engineering Services Committee February 13, 2006) Background:The Horsepen Sanitary Sewer installation is an AUD bond project, and spans from the main trunk sewer at Spirit Creek to the Sand Ridge and Fairington neighborhoods. The Horsepen Sanitary Sewer project is AUD bond project 50175, and the Fairington neighborhood project is AUD bond project 50200. Eagle Utilities won the bid on the Horsepen project last year, and has completed the project on time and under budget despite the difficulties installing the line in wet conditions. Under the Horsepen project, the sewer line was extended into the Fairington neighborhood to serve several homes and the new elementary school. Several proposed lateral sewers have been designed, and could be installed at present to facilitate servicing additional residents in the Fairington neighborhood. The remainder of the Fairington project should begin construction by mid summer under a separately bid contract. Analysis:Eagle Utilities has worked diligently to meet the project deadline, and has arrived at the end of the project with funds remaining in the budget. These funds are additional quantities in the project for bedding sewer line in the wet areas, and could be converted to pipe and manholes in order to extend the Fairington sanitary sewer project. Because the design plans are 100% complete, the additional work requires no additional design and only approval of the proposed Change Order. Financial Impact:No increased financial impact from the current project budget. Alternatives:Do not approve the proposed Change Order and close the current contract. Recommendation:We recommend approving the proposed Change Order to Horsepen Sanitary Sewer Project AUD 50175, and continue sanitary sewer installation in the Fairington neighborhood. Funds are Available in the Following Accounts: 509043420/5425210 80150175/5425210 REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Award Parking Management Contract Department:Public Services Department-Facilities Management Division Caption:Approve Award of the contract for RFP 06-803, “Parking Management – Radisson Riverfront Hotel” to Republic Parking System. The total annual contract cost is $208,550. This contract is for a 36 month period, from February 1, 2006 through January 31, 2009, with an option to renew for two additional two year terms upon approval by the Augusta Commission. (Approved by Finance Committee and no recommendation from Engineering Services Committee February 13, 2006) Background:Republic Parking System has been operating the Radisson Facility since January of 2003. Prior to their tenure, expenses for operation of this facility routinely exceeded revenue. Since they began operation, they have consistently generated revenue in excess of expenses, exclusive of bond payments. They have worked well with the Radisson Management and have provided good customer service in operation of the facility. Analysis:RFP #06-803 was issued in November of 2006 in accordance with the procurement requirements of Augusta-Richmond County. A copy of the RFP is attached. The only proposal received was from Republic Parking Systems, the current operator. The contract cost is based on the estimated costs of operations, plus an annual management fee of $25,000. The management fee has increased $4,000 above the 2003 contract amount. Financial Impact:The annual cost totals $208,550. This reflects estimated operating costs of $202,218 and a management fee of $25,000. A copy of the estimated operating budget is attached. Alternatives:1. Approve Award of the contract for RFP 06-803, “Parking Management – Radisson Riverfront Hotel” to Republic Parking System. The total annual contract cost is $208,550. This contract is for a 36 month period, from February 1, 2006 through January 31, 2009, with an option to renew for two additional; two year terms upon approval by the Augusta Commission. 2. Do not award the contract. Recommendation:Approve Award of the contract for RFP 06-803, “Parking Management – Radisson Riverfront Hotel” to Republic Parking System. The total annual contract cost is $208,550. This contract is for a 36 month period, from February 1, 2006 through January 31, 2009, with an option to renew for two additional; two year terms upon approval by the Augusta Commission. Funds are Available in the Following Accounts: 271-04-1910 REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission ATTACHMENT E ANNUAL BUDGET The following suggested budget format should be based upon annual costs for the first year of operations. All factors in the RFP and Parking Management Agreement that impact the Budget should be considered. DIRECT PERSONNEL COSTS Position Salary or Unit Cost # of Employees Cost Manager $33,000 per year 1 $33,000 Assistant Manager Supervisors $8.00 per hour 1 $23,278 Clerical Cashiers $6.75 per hour 6 $78,564 Maintenance $6.75 per hour 1 $9,820 Overtime Training Sickness/Accident Vacation Other TOTAL DIRECT PERSONNEL COST $144,662 OTHER PERSONNEL COSTS Item Cost Overtime $1,571 Training $0 Sick/Accident/Vacation $786 FICA/Medicare $11,397 Health Insurance $3,600 Worker’s Compensation $9,371 State Unemployment $4,023 Federal Unemployment $1,192 Sickness/Accident Vacation $1,964 Other TOTAL OTHER PERSONNEL COST $33,904 OTHER COSTS Item Cost Telephone/ FAX (Locally originated Bus.) $3,630 Training Uniforms/Laundry/Badges/Name Plates $1,200 Supplies & Small Tools $500 Ticket Expense $1,800 Office Supplies $800 Equipment maintenance and Supplies (Revenue Control) $3,000 Manager's Vehicle Allowance $300 Postage $1,140 Advertising $960 Annual Audit $1,300 Business License $300 Depreciation $6,500 Liability Insurance $2,222 Management Fee $25,000 TOTAL OTHER EXPENSES $48,652 Total All Expenses $227,218 REQUEST FOR PROPOSALS FOR PARKING MANAGEMENT at the AUGUSTA RADISSON RIVERFRONT HOTEL PARKING FACILITY FOR AUGUSTA-RICHMOND COUNTY COMMISSION RFP Number: 530 GREENE STREET, AUGUSTA, GA. 30911 NOVEMBER 2005 Date: AUGUSTA-RICHMOND COUNTY COMMISSION REQUEST FOR PROPOSALS # FOR PARKING MANAGEMENT at the AUGUSTA RADISSON RIVERFRONT HOTEL PARKING FACILITY PROPOSALS DUE DATE: TIME: SUBMIT TO: AUGUSTA-RICHMOND COUNTY DIRECTOR OF PROCUREMENT ROOM 605, 530 GREENE STREET AUGUSTA, GA 30911 ADVERTISEMENT FOR PROPOSALS: Sealed PROPOSALS will be received at this office until , on , 2005 FOR FURNISHING: RFP #: PARKING MANAGEMENT at the AUGUSTA RIVERFRONT RADISSON PARKING FACILITY Proposals will be received by The City of Augusta hereinafter referred to as the OWNER at the offices of: Geri A. Sams The City of Augusta Procurement Department 530 Greene Street - Room 605 Augusta, Georgia 30911 Documents may be obtained at the office of the City of Augusta Procurement Department, 530 Greene Street – Room 605, Augusta, GA 30911. A mandatory Pre-Submittal Conference will be held on @ in Room 605 of the Purchasing Department, 530 Greene Street, Augusta, GA. It is the wish of the Owner that minority businesses are given the opportunity to submit proposals on the various parts of the work. This desire on the part of the Owner is not intended to restrict or limit competitive bidding or to increase the cost of the work. The Owner supports a healthy free market system that seeks to include responsible businesses and provide ample opportunity for business growth and development. No proposal may be with drawn for a period of 90 days after time has been called on the date of opening. The Owners reserves the right to reject any or all Proposals and to waive technicalities and informalities. Please mark the RFP Number on the outside of the envelope. Bidders are cautioned that sequestration of the RFP through any source other than the office of the Purchasing Department is not advisable. Acquisition of RFP documents from unauthorized sources place the bidder at the risk of receiving incomplete or inaccurate information upon which to base his proposal. YOU MUST SUBMIT FOUR (4) SIGNED ORIGINALS OF YOUR PROPOSAL. Augusta has a Link Deposit program designed to provide loans to eligible local Small, Minority and Women Owned Businesses. For more information about this program please contact the DBE Department @ 706 821-2406. GERI A. SAMS, Purchasing Director Augusta Chronicle Metro Courier cc: Yvonne Gentry Augusta, DBE Coordinator Mike Greene Augusta, Public Services Rick Acree Augusta Public Services SECTION I INTRODUCTION: The Procurement Department of Augusta-Richmond County (hereinafter referred to as the OWNER) is soliciting proposals from qualified firms (hereinafter referred to as the FIRM) to manage and operate the Augusta owned parking facility located at the Radisson Hotel at One Tenth Street in Augusta, Georgia. Responses will be received at the office of the Director of Procurement at the aforementioned address until . The term of the Management Agreement is for an initial 3 (three) years period with 2 (two) additional 2 (two) years extensions subject to approval by the Augusta Commission. All firms responding are cautioned to read this RFP carefully for understanding and request clarification from the Owner on any questions pertaining to this RFP. Any questions should be in writing and directed to: Geri Sams, Director of Procurement Augusta Richmond County 530 Greene Street, Room 605 Augusta, Georgia 30911 706/821-2422 Phone 706/821-2811 Fax Discussions with other employees of Augusta, or information obtained in any other manner, will not be considered valid or binding in evaluation of any response to this request. Failure to provide all of the requested information may cause the proposal to be rejected as non-responsive. The Owner strongly encourages minority and women owned firms to participate in this RFP and further urges the project team of all firms reflect inclusion of women and minorities. Also, the Owner encourages all companies submitting proposals to subcontract portions of their work to minority business enterprises, and if individually successful in being selected for the work of this RFP, develop and implement an active plan for minority participation on the project. Any interested qualified firm(s) and/or party is requested to make a response to accomplish the Scope of Services described herein. The response is to be signed by a duly authorized official of the firm and must be submitted in the time, manner and form prescribed. All interested firms are required to meet Federal, State and Local Equal Employment Opportunity (EEO) laws and regulations. If an award of contract is awarded as a result of this solicitation, contract will be made on the basis of the response which best satisfies the intent of this Request for Proposal and other factors considered in the best interest of the Owner. Negotiations may be undertaken with the firm whose Proposal shows them to be the most qualified, responsible, and capable of performing the work. The Owner may consider professional qualifications and related experience to determine which proposal would be in Owner’s best interest if a contract were made. The Owner reserves the right to withdraw this RFP, to reject any and all submittals at any time, to suspend or terminate the selection process, and/or to cancel the project. In the event of such suspension or termination, the Owner shall have no obligation or liability to any of the firms preparing or submitting proposals under this RFP. In addition, neither this RFP, nor any proposal submitted, nor the selection of any proposal, nor any negotiations with any firms, will impose any obligation or liability on the Owner. The Owner may reject any proposal determined to contain false or misleading statements or references, which, in the sole judgment of the Owner, do not support an attribute or condition, contended by the firm and it is deemed that such statements were intended to mislead the Owner in its evaluation of the submittal. Please note that failure to acknowledge addenda may be grounds for rejection of any proposal as noncompliant. The Owner’s identification of an apparent successful firm does not necessarily mean that it accepts all aspects of the firm’s submittal. Each firm shall be responsible for all costs of the preparation of their proposal, and they shall not be compensated in any way for the preparation or submittal of a proposal. The Owner reserves the right to consider proposals or modification thereof received at any time before the award is made, if such action is in the interest of the Owner. The Owner reserves the right to reject any or all proposals received as the result of this request. The Owner also maintains the right to negotiate with any firm, as necessary, to serve the best interests of Owner. The Owner will not be liable for any costs incurred by any firm prior to the signing of a contract. To be considered, firms must submit a response using the format provided in Part IV. The response must arrive at the Procurement Department offices, located at 530 Greene Street, Suite 605, Augusta, GA 30911, by , Eastern Time, on . They should be marked to the attention of Geri Sams, Director of Procurement. An official authorized to bind the firm to the terms and provisions of the proposal must sign the proposal. For a proposal to be considered it must remain valid for at least 90 days from the time that the Owner receives it. The Owner will evaluate all proposals received from firms with respect to evidence that the goals and objectives of the project are fully understood. The firm’s demonstrated capability, other qualifications and operational concept, as described herein, will also be assessed. The Owner will then make their recommendation to the Augusta-Richmond County Commission for their consideration and final approval. General Information The current Parking Operation Agreement will end on January 31, 2006. As such the Owner has determined the issuance of an RFP in a "Management Agreement" format will better serve both the City and successful Operator's interests. The City seeks to obtain a professional parking company highly skilled in providing customer services, parking revenue control, operational control plus the ability to work together with the Owner, the Downtown Development Authority, and the Radisson in the creation of innovative marketing objectives. The selection of the successful FIRM will be evaluated carefully based upon these critical features. All firms submitting proposals should bear in mind that, although cost is a factor for consideration in both the Management Fee and the Operational Budget, other factors, such as those stated above, will be given consideration. This RFP should not be considered to be a bid. The Owner wishes all parties involved in this venture, the FIRM, AUGUSTA, and the AUGUSTA HOTEL PARTNERSHIP (the Partnership) to be highly motivated to produce results for the Owner’s objectives, which is in character with the overall community's economic service and quality of life objectives. The fourth (4th) and (5th) year and sixth (6th) and seventh (7th) options will be based upon the measured success of the Operator during the first three (3) year term. The Management Fee for these years will either be increased by the Owner, or a new Operator will again be competitively selected, See the attached City parking Management Agreement for details of cost reimbursement and those costs considered non-reimbursable. SECTION II Minimum Qualifications/Experience Proposing firms shall have, at a minimum, the following qualifications and/or experience: 1. Shall have at least five (5) years experience in the management and operation similar parking facilities. 2. Shall be currently operating at least one hotel or municipal parking facility with over 400 parking spaces containing both short-term and long-term facilities. 3. Shall be currently operating municipal and hotel parking facilities where at least one location generates annual gross receipts in excess of $600,000. 4. Shall have managed the installation of, and shall be knowledgeable of, "state of the art" revenue control equipment including mag-stripe ticket dispensers, bar code readers, lag time tickets, license plate inventory system plus credit card automation and related equipment. 5. Shall have had hotel and Municipal parking marketing experience and be able to demonstrate the effectiveness of previous marketing programs by demonstrating tangible results. 6. Shall demonstrate the capability to successfully undertake and complete the responsibilities and obligations of the proposal being submitted and the agreement being entered into. 7. Shall be able to reference other similar parking facilities that the company has operated which have a similar form "Management Contracts" with management and operating requirements. 8. Shall be financially able to purchase, provide and install revenue control equipment for the parking facility. The specific equipment will be determined by the OWNER during the negotiation process after the award of the Management Agreement. The cost of said revenue control equipment shall not exceed $40,000.00. This cost will be borne by the FIRM. Upon commencement of the Management Agreement, the cost will be reimbursed to FIRM through amortized monthly payments over the initial period of the Management Agreement at a rate to be negotiated. At the end of the contract the revenue control equipment will become the property of the Owner of Augusta. If the contract is terminated for any reason prior to the full amortization of the revenue control equipment the FIRM will be due any unamortized amount within 60 days of the final day of operation of the parking facilities. Instructions to FIRMS 1. The successful FIRM will be required to execute the attached Parking Management Agreement. and shall provide management services in accordance with the terms and conditions of this agreement. Once a firm has been selected, the management fee will be negotiated. This Request for Proposals and the Parking Management Agreement will be included as a part of the contract. A sample Parking Management Agreement is attached. 2. Tentative Scheduled Dates: a. Advertisement/RFP's mailed b. Final date for questions c. Final Addenda issued d. Proposal Due Date e. Award of Agreement f. Contract Date Effective January 31,2006 3. Requests for interpretation shall be made in writing and delivered to the Procurement Director. Requests may be delivered by mail or via facsimile at the numbers below. The Procurement Director will issue an addendum clarifying all questions no later than days rpior to submission of proposals.. Telephone Number: 706-821-2422 FAX Number: 706-842-1768 Responses to questions will be in writing and distributed to all FIRMS of record. The Procurement Director's interpretation will be final. 4. Six (6) copies of the proposals must be submitted in a sealed envelope marked RFP "Parking Management Proposal - Radisson Riverfront Hotel" 5. All proposals received will remain confidential until the Owner awards an Agreement, after which Performance Bonds will be returned to unsuccessful FIRMS. Proposals received after the date and time stated above will be returned unopened. The Owner has the right to change any or all of the above dates listed. Each Proposal must be completed in the format described herein. Proposal statements must be accurate and verifiable. 6. FIRMS will be held responsible for having examined the details of the Parking Management Agreement plus clearly understand how the Agreement relates to the Premises. The FIRM will use its personal. knowledge and experience or professional advice as to the character of the services required plus the proposed type of operation. 7. The FIRM must become fully aware of the City's requirements for the management, operation and marketing of the public parking facilities prior to submission of their proposal. Failure to do so will not relieve the successful FIRM of its obligation to carry out the provisions of the Agreement. The FIRM must be familiar and comply with all Federal, State and local laws, ordinances, rules and regulations which might affect the Premises, as defined. The FIRM must obtain required licenses and permits, as required. Selection Process and Evaluation Criteria 1. The Owner will review proposals with an evaluation panel that will be chosen by the Procurement Director and the Contract Manager. The panel will provide the Procurement Director with its recommendations regarding the selection of a FIRM. The Procurement Director shall make a recommendation to the Augusta Commission who will make a final award. Neither the Procurement Director nor the Augusta Commission shall be bound to award the agreement to the lowest (dollar) FIRM. The Owner at its sole discretion may award the agreement to any FIRM. 2. Evaluation. The evaluation panel will consist of such management personnel and/or outside knowledgeable officials. The panel will evaluate the proposals based upon some but not necessarily all of the criteria listed below: a. Completeness of the Proposal as requested of the FIRM in the RFP. b. Capabilities, experience and expertise of the FIRM. c. Financial statements submitted by the FIRM. d. Past service record of the FIRM at other hotels whose mission is similar to that of the Owner's, including any litigation with such hotels. e. Proposed Plan of Operation. f. Proposed Marketing Plan g. Cost to the OWNER combining Operating Budget, Marketing Budget and Management Fee. h. The quality of the proposed service. 3. It is the intent of the OWNER to award or reject all proposals within sixty (60) days following the opening of proposals or as soon as reasonably practical thereafter. It is the OWNER's intent to have the successful firm in place with a signed contract no later than the expiration of the current management agreement as previously stated.. SECTION III Submission of Proposals All documentation submitted with this proposal should be bound or mounted in a single volume. The original and six (6) copies of the proposal must be submitted in a sealed package and marked on the outside with "Parking Management Proposal - Radisson Riverfront Hotel" Each FIRM should be identified with the FIRM name on the outside of the envelope. All proposals will be publicly opened, but the content of proposals will not be available for public review until after the City has awarded a contract and the contract/agreement has been executed by the City and the successful FIRM. It is the sole responsibility of the FIRM to have its proposal delivered as specified herein. Proposals should be prepared simply providing a concise description of the FIRM's capabilities to satisfy the requirement of this RFP. Section IV lists the information required for all proposals and the order in which it should be presented. Section IV Submission Requirements In order to expedite the evaluation of proposals, each must organize its proposal into the following sections and order. Proposals that do not follow the specified format outlined below may be deemed non-responsive and disqualified from the process. In addition, failure to provide the required documentation may be cause for rejection of the proposal. 1. Cover / Transmittal Letter 2. Business Information Questionnaire and Attachments (Attachment A should be completed by all firms. Attachment A-1, A-2 or A-3 and the related signature sheet(s) should be completed depending on business structure) 3. Business and Financial References (Attachments B-1 and B-2) 4. Financial Statement (Attachment C) FIRM must provide financial statements, including a balance sheet, income statement and cash flow statement with all footnotes and disclosures audited by an independent Certified Public Accountant (CPA) in accordance with generally accepted accounting principles for the last two (2) full fiscal years of operations. Sole proprietorships, partnerships and limited liability entities must meet the same requirements, as their performance requirements under the contract will be the same as a corporation. Financial statements not meeting this requirement may be deemed unresponsive or scored lower in the evaluation of the proposal. If FIRM intends to operate the business as a sole proprietorship, FIRM must submit a certified personal financial statement for the last two (2) years. If FIRM is a corporation, partnership or joint venture, and has been in business for less than one (1) year, then the above personal financial information is required for all shareholders, partners and joint venture partners that have a ten percent (10%) or more ownership interest in the FIRM. 5. Anti-Lobbying, Non-collusion and Declaration Statement (Attachment D) 6. Annual Operating Budget (Attachment E) FIRM must submit a proposed annual operating budget for the parking facility in the format presented as Attachment E. Any additions to the form must be denoted with an asterisk "*" in the first column along with the clear description of the item being added. 7. Proposal Bond Each proposal must be accompanied by a guaranty bond or its equivalent in the form of a cashier's or certified check or an unconditional certificate of deposit in the amount of twenty-five thousand dollars ($25,000). 8. Experience & Qualification Statement The FIRM shall provide the Commission with sufficient documentation to show that the FIRM and the resident General Manager are experienced and qualified to fulfill this management agreement for parking facilities. Evaluation of the FIRM's and the resident General Manager's experience will be based on a record involving the management of large public facilities, operated 24 hours per day, seven days per week, 365 days per year. The amount of managing business experience required to participate in this proposal process has been established at a minimum of five (5) years experience in hotel and municipal parking management. FIRM shall provide an organizational chart for the company as well as for local management and attach resumes or job descriptions (for those individuals not already identified) of the FIRM's officers directly related to this proposed project and the proposed resident General Manager and Assistant Manager. FIRM shall provide a description of the General Manager's previous parking experience including the number of employees supervised and whether experience was gained in multiple shift operations. The General Manager shall be an experienced administrator, acceptable to the Commission, who will devote his/her full time to the performance of the FIRM's established responsibilities. The General Manager shall be expected to work at the hotel a minimum of forty (40) hours per week during the term of this agreement. He/she shall have regular meetings with Hotel's Staff to keep the Commission fully informed concerning daily operations. The FIRM and proposed General Manager must have experience in various revenue control procedures including on-line, computerized parking revenue equipment. The FIRM and proposed General Manager must identify the types of revenue control systems on which they have worked and length of time on each system. 9. Operations and Internal Cash Control and Auditing Plan Each FIRM shall submit an Operations Plan and a Internal Cash Control and Auditing Plan describing in specific detail the strategies, policies and procedures to be used by the FIRM in operating and cash control of the parking facilities. The Plans should include innovative customer service practices and costs which FIRM envisions will improve the service required under the Management Agreement. The Plans should also address practices and methodologies to be implemented to enhance revenue control. These Plans shall set forth the types of auxiliary services that the FIRM recommends to be offered to customers in addition to those services that the FIRM required in this RFP. The Plans may include other information FIRM considers pertinent to its proposal. Note: The FIRMs are encouraged to "think' outside the box" as they consider the above Operations and Cash Control Plan. New operating ideas which will assist the Commission in attracting new parking users through new and innovative services will be especially appreciated by the Commission. 10. The Proposal shall also address, in detail, any issues the FIRM may have in complying with the terms contained within the standard Parking Management Agreement. 11. Internal Cash and Auditing Procedures The FIRM must submit its company's internal cash handling and auditing procedures as part of this proposal. The procedures should include daily, weekly, and monthly reports of the results submitted to the Contract Manager for review. 12. Transition Plan The FIRM shall submit a Transition Plan that will describe how the FIRM plans to start operations and bring about a smooth transition of the work to be performed. Such plan shall consist of a schedule of how FIRM will handle any anticipated problems and shall include the time period needed for the hiring and training of employees, planned interface with Commission. 13. Opinion from Legal Counsel FIRM is requested to obtain an opinion from legal counsel stating whether or not litigation is pending or contemplated that could affect FIRM's ability to undertake its proposal. 14. Other Information FIRM should provide any information that would be helpful in evaluating the FIRM's ability to successfully manage, operate and market parking operations at the Radisson Riverfront Hotel, including a detailed explanation of any pending or threatened litigation involving FIRM at any Parking Facility. FIRM acknowledges that it has submitted responses to each of the 14 required components of the Request for Proposal and that all information submitted is true and correct. Name of FIRM: Name of Authorized Person: Signature of Authorized Person: Title: Business Address of FIRM: Business Phone Number: Business FAX Number: Business E-Mail Address: Date: Notary Signed and sworn before me this day of 20 Notary Signature: (Affix Seal) My Commission Expires: ATTACHMENT A BUSINESS INFORMATION FORM (All FIRMS MUST COMPLETE THIS SHEET) BUSINESS INFORMATION 1. Name of Firm (exactly as it is to appear on the Agreement): 2. Principal Office Address: 3. Telephone Number: Fax Number: 4. Contact Person: Name Title 5. Contact E-Mail: 5. Form of Business Entity; check one and complete appropriate statement(s): ( ) Partnership ( ) Corporation ( ) Joint Venture ( ) Individual/Sole Proprietor (no additional pages required) ATTACHMENT A-1 PARTNERSHIP STATEMENT If a PARTNERSHIP, answer the following: 1. Date of Organization? 2. General Partnership ( ) Limited Partnership ( ) 3. Partnership Agreement Recorded? Yes( ) No ( ) 4. Has the Partnership done business in Georgia? Yes ( ) No ( ) If Yes, when?/where? 5. Has the Partnership done business in the United States? Yes ( ) No( ) If Yes, when?/where? 6. Name, address, and partnership shares of each partner: Name Address Percent Ownership 7. If any partner is not an individual, the appropriate business entity statement must also be completed for that partner. 8. A certified copy of the partnership agreement must be submitted. ATTACHMENT A-2 CORPORATION STATEMENT If a CORPORATION, answer the following: When incorporated? Where incorporated? Is the corporation authorized to do business in Georgia? Yes ( ) No ( ). If so, as of what date? If Georgia is not state of incorporation: Address of the registered office in Georgia Name of registered agent in Georgia at such office: The Corporation is held: Publicly ( ) Privately ( ) Furnish the name, title, and address of each officer, director and principal shareholders owning 10% or more of the corporation's issued stock. DIRECTOR'S NAME ADDRESS TITLE ATTACHMENT A-2 (Pg 2) CORPORATION STATEMENT (Cont.) OFFICER'S NAME ADDRESS TITLE PRINCIPAL SHAREHOLDER ADDRESS PERCENT OWNERSHIP If any principal shareholder is not an individual, the appropriate business entity statement must also be completed for such shareholder. ATTACHMENT A-3 JOINT VENTURE STATEMENT If a JOINT VENTURE, answer the following: 1. Date of Organization? 2. Joint Venture Agreement recorded? Yes ( ) No( ) 3. Have the Joint Venture Entities done business in Georgia? Yes( ) No( ) If yes, when?/where? 4. Name and Address and Percent Ownership of Each Joint Venture Entity: NAME ADDRESS PERCENT OWNERSHIP 5. If any joint venture entity is not an individual, the appropriate business entity statement must also be completed for such joint venture. 6. A certified copy of the joint venture agreement must be submitted with the proposal. ATTACHMENT A SIGNATURE SHEET – SOLE PROPRIETOR No proposal shall be accepted which has not been signed and notarized in ink in the appropriate space below. If FIRM is an SOLE PROPRIETOR, sign here. Name: Doing Business As: State of County of Subscribed and sworn before me this day of 20 . Notary My Commission Expires: (SEAL) ATTACHMENT A SIGNATURE SHEET – PARTNERSHIP OR JOINT VENTURE No proposal shall be accepted which has not been signed and notarized in ink in the appropriate space below. If FIRM is a PARTNERSHIP or JOINT VENTURE, at least two (2) Partners or each of the Joint Venturers must sign here: Partnership or Joint Venture Name By: By: By: By: State of County of Subscribed and sworn before me this day of 20 . Notary: My Commission Expires: (SEAL) ATTACHMENT A SIGNATURE SHEET – CORPORATION No proposal shall be accepted which has not been signed and notarized in ink in the appropriate space below. If FIRM is a CORPORATION, the duly authorized officer(s) must sign here. By: By: Title: Title: By: By: Title: Title: By: By: Title: Title: Dated: (Affix corporate seal if applicable) State of County of Subscribed and sworn before me this day of , 20 . Notary My Commission Expires (SEAL) ATTACHMENT B-1 FINANCIAL INFORMATION 1. Fidelity Information Have you or any entities in which you have had an ownership interest, ever had a fidelity bond canceled or forfeited? Yes ( ) No ( ) If yes, state name of bonding company, date, amount of bond and reason for such cancellation or forfeiture. 2. Bankruptcy Information Have you or any entities in which you or they have had ownership interest, ever been declared bankrupt? Yes ( ) No ( ). If yes, attach statement setting forth date, court jurisdiction, amount of liabilities and amount of assets, type (e.g., Chapter 7, 9, 11, etc.), and resolution or current status. ATTACHMENT B- 2 BUSINESS AND FINANCIAL REFERENCES l. Provide names, titles, address and phone numbers of at least five (5) persons/firms (banks and vendors) your company has done business with for at least the most recent three (3) years. NAME ADDRESS TITLE PHONE 2. Include a listing of the names of at least five (5) Municipalities your company has done business with for at least the most recent three (3) years. This listing should be of locations of similar size (gross revenues); FIRM should have been in an operation with a Management Agreement; and should include whether the Company also had a marketing plan in effect. Please provide the names, titles and telephone numbers of the Municipal official as a person of reference. LOCATION CONTACT NAME TITLE PHONE ATTACHMENT C FINANCIAL STATEMENTS FIRM must attach/insert required financial statements here. ATTACHMENT D – 1 PROVISIONS AND DECLARATIONS ANTI-LOBBYING PROVISION All FIRMS, including FIRMS' agents, employees, representatives lobbyists, attorneys and proposed partner (2), subcontractor(s) or joint venture(s), will refrain under penalty of the FIRM's disqualification, from direct or indirect contact for the purpose of influencing the selection or creating a bias in the selection process, with any person(s) who may participate in the selection process, including the Evaluation Panel, the Commission, Mayor, Administrator or Procurement Director and staff, the Engineers, and/or any official representative of the City of Augusta or Richmond County. This policy is intended to assure that the evaluations for the selection of a FIRM is completed objectively as well as assure the integrity of the proposal process. If a FIRM has a procedural question with regard to this Anti-Lobbying Policy, the question shall be directed to the Procurement Director who is responsible for managing the selection process. By signing at the bottom of this section, the FIRM hereby acknowledges that the foregone policy is understood and that the FIRM will abide by these terms. NON-COLLUSION CERTIFICATION By signature at the bottom of this sheet and submission of this proposal, each FIRM and each person signing on behalf of any FIRM certifies, and in the case of a joint proposal, each party thereto certifies as to its own organization, under penalty of perjury, that to the best of his or her knowledge and belief: A. The prices in this proposal have been arrived at independently, without collusion, consultation, communication or agreement for the purpose of restricting competition, as to any matter relating to such prices with any other FIRM or with any competitor; B. Unless otherwise required by law, the prices which have been quoted in this proposal have not been knowingly disclosed by the FIRM and will not knowingly be disclosed by the FIRM prior to the opening, directly or indirectly, to any other FIRM or to any competitor, and; C. No attempt has been made or will be made by the FIRM to induce any other person, partnership or corporation to submit or not to submit a proposal for the purpose of restricting competition. FIRM's Declaration By signature at the bottom of this sheet, the FIRM hereby agrees and warrants: A. That FIRM has carefully read and fully understands the information that was provided by the Commission to serve as the basis for submission of this proposal to operate, manage and market the parking facilities at Radisson Riverfront Hotel. B. That FIRM has the capability to successfully undertake and complete the responsibilities and obligations of the proposal being submitted, including but not limited to, compliance with the audit requirements and ability to make all payments when due. C. That all information contained in the proposal is true and correct to the best of FIRM's knowledge. D. That no officer or employee of the Commission shall have a financial interest, direct or indirect, in any contract with the FIRM, or shall be financially interested, directly or indirectly, in the sale to the Commission of any materials, supplies or service except on behalf of that Commission or officer or employee. E. That the Commission has the right to reject any and all proposals and/or to accept the best qualified proposals which decision shall be, at the sole discretion of the Commission, and in the best interest of the Commission. F. That by submission of this proposal, the FIRM acknowledges that the Commission has the right to make any inquiry it deems appropriate to substantiate or supplement information supplied by FIRM and FIRM hereby grants the Commission permission to make said inquiries. FIRM Authorized Signature Date: ATTACHMENT E ANNUAL BUDGET The following suggested budget format should be based upon annual costs for the first year of operations. All factors in the RFP and Parking Management Agreement that impact the Budget should be considered. DIRECT PERSONNEL COSTS Position Salary or Unit Cost # of Employees Cost Manager Assistant Manager Supervisors Clerical Cashiers Maintenance Overtime Training Sickness/Accident Vacation Other TOTAL DIRECT PERSONNEL COST OTHER PERSONNEL COSTS Item Cost Overtime Training Sick/Accident/Vacation FICA/Medicare Health Insurance Worker’s Compensation State Unemployment Federal Unemployment Sickness/Accident Vacation Other TOTAL OTHER PERSONNEL COST OTHER COSTS Item Cost Telephone/ FAX (Locally originated Bus.) Training Uniforms/Laundry/Badges/Name Plates Supplies & Small Tools Ticket Expense Office Supplies Equipment maintenance and Supplies (Revenue Control) Manager's Vehicle Allowance Postage Advertising Annual Audit Business License Depreciation Liability Insurance Management Fee TOTAL OTHER EXPENSES Total All Expenses ATTACHMENT F STATE OF GEORGIA PARKING MANAGEMENT AGREEMENT PUBLIC PARKING FACILITIES AUGUSTA RADISSON RIVERFRONT COUNTY OF RICHMOND THIS parking MANAGEMENT AGREEMENT, made and entered into this day of 20 , by and between the CITY OF AUGUSTA, hereinafter referred to as "AUGUSTA", and , a corporation organized and existing under the laws of the State of , registered in the State of Georgia, with office located at , hereinafter referred to as OPERATOR. WITNESSETH: WHEREAS, AUGUSTA is the operator of Radisson and Convention Center Parking Facility (hereinafter "Facility"), located in the County of Richmond, State of Georgia, and wishes to offer attended parking services at the Radisson Riverfront Center parking deck and surface parking ("parking facilities"); and WHEREAS, AUGUSTA deems it advantageous to the public to retain the services of a company specializing in the management, operation and marketing of public parking facilities; and WHEREAS, AUGUSTA has solicited responses to a Request for Proposal to manage, operate and market its public parking facilities; and WHEREAS, AUGUSTA has determined that the OPERATOR's response to AUGUSTA's Request for Proposals to manage, operate and market the public parking facilities was the proposal most advantageous to AUGUSTA and to the public interest; and WHEREAS, the OPERATOR has experience in providing parking services and has an experienced parking management team, and has well trained employees available to operate the parking facility; and WHEREAS, AUGUSTA and OPERATOR desire to enter into an Agreement based on the OPERATOR's response to AUGUSTA's Request for Proposals; and WHEREAS, AUGUSTA and the OPERATOR have agreed to the terms and conditions for operation of the parking facilities as herein provided NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein, the parties do hereby agree as follows: NOW, THEREFORE, for and in consideration of the mutual covenants and promises herein contained and other valuable considerations, and the AUGUSTA and the OPERATOR agree as follows: ARTICLE 1 PREMISES AUGUSTA hereby grants to OPERATOR and OPERATOR hereby accepts the exclusive right and obligation of administering, managing and operating the parking operations with respect to the Facilities located at the Radisson Convention Center hereinafter referred to as the "Premises." ARTICLE 2 TERM 1. TERM: The initial term of this Agreement shall be from , 2006, through and including ,2009. 2. AUGUSTA reserves the right to renew this Agreement, at the sole discretion of AUGUSTA and under terms to be determined by AUGUSTA, for two (2) additional two (2) year renewal terms. If AUGUSTA chooses to exercise its right to renew this Agreement, the OPERATOR shall be notified of the terms to which AUGUSTA shall notify the OPERATOR of its intention to exercise this right, at least one hundred twenty (120) days before the expiration of this Agreement. The OPERATOR shall have the choice as to whether to accept AUGUSTA's proposal, or allow the Agreement to expire, and shall so notify AUGUSTA in writing within thirty (30) days of receipt of AUGUSTA's proposal. Nothing in this paragraph shall be construed as to require AUGUSTA to exercise such option to renew or to require the OPERATOR to accept such proposal from AUGUSTA. Not less than thirty (30) days prior to the termination date, the parties will confer to determine if this Agreement is to be extended and make any supplemental agreement for modification for that purpose, and if not so extended by mutual agreement of the parties evidenced in writing signed by both parties, said agreement shall expire , 2009 at midnight. ARTICLE 3 GROSS RECEIPTS 1. The OPERATOR shall collect and hold in trust for and on behalf of AUGUSTA all Gross Receipts due from parking customers. "Gross Receipts due" as used herein shall be defined as all sums collected by the OPERATOR from the rental of space for the parking and storage of motor vehicles whether on an hourly, daily, weekly, or monthly basis, less all refunds, credit card fee discounts, and other discounts as authorized by AUGUSTA; sales tax, use tax, excise tax, occupancy tax, gross receipts tax, or other taxes assessed upon or attributable to said receipts. Said taxes shall be held by the OPERATOR and paid directly to the taxing entity involved. All taxes, discounts and refunds shall be accounted for and included in the OPERATOR's monthly revenue statement including fees or discounts paid to a third party derived from usage of credit cards to pay parking fees Gross Receipts due AUGUSTA shall include and reflect adjustments for any and all cashier shortages, overcharges, undercharges, and uncollected parking fees. Dishonored checks, uncollectable or uncollected fees and credit card charges and other bad debts shall not be included in gross receipts provided such transactions were processed in accordance with procedures previously accepted and approved by the Assistant Director . 2. The OPERATOR shall deposit all Gross Receipts into an account as designated by AUGUSTA and in the name of AUGUSTA, prior to the end of the next banking day after collection. A penalty for failure to deposit said Gross Receipts by the end of the next banking day following collection shall be assessed equaling ten percent (10%) of the total amount of that day's Gross Receipts. Failure to deposit the Gross Receipts within the required time period in excess of two (2) occurrences per month shall be cause for immediate termination of this agreement. 3. The OPERATOR shall submit to AUGUSTA a monthly statement accounting for all "Gross Receipts" due by the twentieth (20th) day of the month following the month of operation. The monthly revenue statement shall be in a format approved by the Assistant Director. Failure to submit this statement on or before the indicated date may be cause for immediate cancellation of this agreement. 4. The OPERATOR shall be granted an operating fund advance equivalent to 2 months operating expenses, to be credited against the first two months of operation. This advance is applicable solely to the initial term of this agreement. OPERATOR’s that may be continuing to operate the facility under a new contract will not be granted an advance. ARTICLE 4 OPERATING EXPENSES l. AUGUSTA shall reimburse the OPERATOR for all approved operating expenses incurred in the management, operation and marketing of the Premises. "Operating Expenses" as used herein shall include all expenses relating to the management, operation and marketing of the Premises, including all salaries and wages, workmen's compensation insurance as provided by state law, related payroll taxes, uniforms, supplies, tools, cleaning, maintenance, repair costs to revenue control/office equipment, certified annual audit, tickets, postage, office and marketing expense, hospitalization insurance, and other expenses as authorized and included within an operating budget approved in advance by AUGUSTA. 2. Specifically, Operating Expenses shall not include costs of business licenses, permits, headquarters bookkeeping, administrative, or accounting fees, liability insurance as described in Article 18, bid/proposal, performance and fidelity bonds which shall be paid by the OPERATOR from the OPERATOR 's Management Fee as defined in Article 5. Operating Expenses shall also not include taxes on the Operator's personal property, debt retirement, or any other expenditure that is not included in the OPERATOR 's approved annual budget as included and defined herein, and not approved by AUGUSTA in writing. 3. The Operator shall invoice AUGUSTA, by the twentieth (20th) day of the month following the month of operation, for its Operating Expenses incurred in a single monthly period. AUGUSTA shall reimburse the OPERATOR for all authorized and approved budgeted expenses, less any undocumented expenses, within thirty (30) days following receipt by AUGUSTA of such invoice. The monthly Operator's Management Fee shall be included in the monthly invoice. Except for payroll and payroll related expenses, receipts for all expenditures shall be included with the monthly invoice. Payroll and payroll related expenses shall be submitted in accordance with the policies agreed to between AUGUSTA and the OPERATOR. The monthly invoice shall be in a format approved by the Assistant Director. 4. Any disputed invoices or charges shall be deducted by AUGUSTA from the OPERATOR 's invoice. The Assistant Director of Public Services, Facilities Management Division, (hereinafter Assistant Director) shall provide the OPERATOR, in writing prior to the time of payment of the monthly invoice, reasons for the deduction. The OPERATOR, within thirty (30) days, has the right to present a written explanation of the disputed invoices or charges to AUGUSTA. The Assistant Director shall determine the validity of the disputed invoices or charges based on additional documentation supplied by the OPERATOR. If approved, after additional documentation is considered, the amount shall be added to the next invoice paid by AUGUSTA. The Assistant Director's decision in any matter pertaining to disputed invoices or charges is final. ARTICLE 5 COMPENSATION 1. As compensation for the OPERATOR 's performance hereunder, AUGUSTA shall pay to the OPERATOR each month a Management Fee. Such fee shall be included in the monthly invoice as indicated in Article 4. The monthly management fee shall be one-twelfth (1/12) of the annual management fee for each year or succeeding year as defined in Article 2. The annual management fee for the Initial Term shall be $ . 2. Additionally, as an incentive for OPERATOR to maximize and increase the total revenue generated from the Premises, AUGUSTA agrees to pay operator a percentage of all "net revenues" generated in excess of $100,000 dollars as herein provided: a. If net revenues equal $100,001 to $200,000 dollars, AUGUSTA shall receive 70% and OPERATOR 30% of all such revenues; b. If net revenues equal $200,001 to $400,000 dollars, AUGUSTA shall receive 60% and OPERATOR 40% of all such revenues; c. If net revenues are greater than or equal to $400,001 dollars, AUGUSTA shall receive 50% and OPERATOR 50% of all such revenues. Under this Article, "net revenues" shall mean the total amount of all revenues generated by OPERATOR, for AUGUSTA, minus maintenance fees, and all operating expenses. ARTICLE 6 ANNUAL BUDGET 1. The OPERATOR shall submit to AUGUSTA, ninety (90) days prior to each anniversary date of this Agreement, an annual and monthly budget, for all Operating Expenses to be incurred during the year. AUGUSTA shall notify the OPERATOR of any changes to the budget or budget approval, on or before the anniversary date of this Agreement. 2. Upon approval by AUGUSTA, all Operating Expenses included in the annual budget shall be considered authorized and reimbursable, as incurred, to the OPERATOR. Changes to the annual budget shall be approved in writing by AUGUSTA . Any expense incurred by the Operator above the pre-approved budget in any single month period shall not be reimbursed by AUGUSTA unless prior written approval is received from the Assistant Director. 3. An initial budget for 2006 is attached to this Agreement as Exhibit A. ARTICLE 7 OPERATIONAL PROCEDURES AND POLICY MANUAL 1. An Operational Procedures and Policy Manual (hereinafter "Manual"), reflecting the operation of the facility as proposed by the Operator shall be submitted to the Assistant Director within thirty (30) days of the commencement date of this Agreement. The Manual shall include, at a minimum, the following: a. General operating and management policies b. Customer service policies c. Example of monthly invoice to AUGUSTA d. Cash control, audit and ticket exceptions including validation procedures e. Lost Ticket and Missing Ticket procedures f. Employee job descriptions g. Employee training guide h. Employee schedules i. Emergency procedures and phone numbers j. Manager's office and home phone number k. Company personnel policies l. Check and credit card approval procedures m. Daily clean-up of premises 2. The Manual shall be modified as the operation of the facility or the information contained in the Manual changes. The Operator is responsible for the maintenance of the Manual to assure that all data is current. The Manual shall be reviewed and revised annually within 30 days following the annual commencement date of this Agreement. It shall be the Operator's responsibility to submit the revised manual for review and approval by the Assistant Director. ARTICLE 8 RECORDS AND REPORTS 1. The Operator shall keep and maintain true and accurate records of gross receipts and operating expenses in accordance with generally accepted accounting principles. The Operator shall submit daily to the Assistant Director or designated representative a validated deposit slip for the previous day(s)'s receipts. The Operator shall submit monthly to the Assistant Director of Public Works, Facilities Management Division, or designated representative, as directed by the Assistant Director, the following: a) An activity report reconciling total Gross Receipts to the daily deposits. b) Daily report of Gross Receipts, overnight vehicle count, ticket validations and exceptions, and ticket reconciliation in accordance with the Operations Procedures and Policy Manual. c) Monthly activity and Gross Receipts summaries and certifications, to be reconciled to daily reports. In addition, the Operator shall have available to the Assistant Director or designated representative for inspection, upon forty-eight (48) hours notice and within normal business hours, the following: a. Records of all tickets purchased and used including dispenser number from which used and date used. b. All used parking tickets, lost ticket forms and validations for a twelve (12) month period. At the end of this period, all of these records shall be turned over to the Assistant Director. c. All shift reports for a twelve (12) month period. At the end of this period, copies of all of these records shall be turned over to the Assistant Director. d. Any and all other accounting records maintained locally which pertain to the receipt of parking revenues and operating expenses. 2. The Operator shall make all records available upon forty-eight (48) hours notice, no matter where retained, during normal business hours, at the Assistant Director's office. 3. The Operator shall not destroy any records pertaining to the operation of the Premises without the express written permission of the Assistant Director. 4. At the expiration or termination of this Agreement, the Operator shall turn over to AUGUSTA all the books and records of gross receipts and operating expenses, including supporting documents, maintained throughout the term of this Agreement. 5. All source records of Gross Receipts, which shall include but not be limited to: Parking Tickets, Cash Register Tapes, Shift Reports, Master Reports, Daily Revenue Reports, whether computer generated or manually generated, shall be kept at all times within the City of AUGUSTA. These records shall be maintained by the Operator until the annual report required above is delivered to and accepted by AUGUSTA, at which time they shall be delivered to AUGUSTA for further disposition. AUGUSTA shall provide and maintain such storage facilities as necessary to facilitate the storage of the above records and shall provide reasonable access to such facilities. All data bases for such purpose will be maintained by the Operator who shall assure that adequate hard copies and data backups are done on a routine basis; data backups should be stored on an approved media for such storage for a period of time requested by AUGUSTA. ARTICLE 9 AUDIT Within 90 days following the end of each fiscal year, Operator shall provide an unqualified statement certified by an Independent Certified Public Accountant in accordance with generally accepted accounting principles (GAAP) certifying that Gross Receipts due AUGUSTA and Operating Expenses are true and accurately reported as defined within this agreement. The cost of the audit will be considered an operating expense. AUGUSTA reserves the right to audit all books and records of the Operator at any time upon forty-eight (48) hours advance notice to the Operator. If the audit results reflect a shortage of funds over three percent (3%) per annum, the Operator shall bear the full cost of the audit and reimburse AUGUSTA for any shortage. ARTICLE 10 OBLIGATIONS OF AUGUSTA 1. AUGUSTA shall operate and maintain the lighting system within the Premises and pay all costs thereof. Light bulbs shall be considered an operating expense, with the exception of the high mast lighting. 2. AUGUSTA shall pay the Operator's invoiced amount, less any unauthorized or undocumented charges, including monthly management fee, within thirty (30) days receipt by AUGUSTA of the invoice. 3. AUGUSTA shall be responsible for any major maintenance or repair of the parking facility, landscaping, entrance/exit roadways, and areas outside of the Premises. 4. AUGUSTA shall be responsible for selection, placement, and erection of all signage. 5. AUGUSTA shall provide the parking revenue control equipment. AUGUSTA shall review the need for additional equipment which may be requested from time to time by the Operator in order to meet the demands of new technologies or in order to provide more effective an efficient service due to revised operating procedures. Approval for the purchase of such requested equipment shall be at the sole discretion of AUGUSTA. Any such equipment approved for purchase by the Operator shall be purchased according to established AUGUSTA purchasing procedures and shall be included in the Operating Budget as approved by AUGUSTA. The expense for the purchase of additional equipment shall be reimbursed to the Operator during the remaining term of the fiscal year of this Agreement amortized at '/2 of 1 % above the official prime rate as stated in the Wall Street Journal as of the date the equipment is invoiced. All such equipment shall be owned by AUGUSTA and Operator shall make no claim to the equipment upon termination of this Agreement, except in the event of an early termination of this Agreement, in which event AUGUSTA shall pay Operator for any unamortized cost, less any credit due AUGUSTA. ARTICLE 11 OBLIGATIONS OF THE OPERATOR 1. The Operator shall invoice AUGUSTA on or before the twentieth (20th) day of each month for the preceding month's operating expenses including the monthly management fee. 2. The Operator shall submit a missing ticket report with each monthly invoice. The Operator shall also submit a ticket validation report with each monthly invoice, which includes the dollar value of each validation. 3. The Operator shall submit a monthly maintenance log to the Assistant Director . Such maintenance log shall be due on the twentieth (20th) day of the month immediately following the month for which such maintenance log was maintained. 4. The Operator shall submit to the Assistant Director, monthly no later than twentieth (20th) day of the month following the month of operation, a statement, witnessed and certified correct by an officer of the company, accounting for all Gross Receipts due from the Premises during the previous month. 5. The Operator shall continuously operate the Premises initially from 7:00am to 11:00pm, seven (7) days per week or as may be mutually agreed upon by both parties. 6. The Operator shall employ a General Manager experienced in parking administration who will devote his/her full time to the performance of Operator's responsibilities established in this Agreement. The General Manager will meet regularly with Assistant Director to keep AUGUSTA fully informed concerning operations whose responsibility include to manage, operate and market the Public Parking Facilities. The General Manager shall hire, train, supervise and terminate, as necessary, personnel to operate cashier booths and perform the required duties; provide supervisory personnel necessary to ensure efficient operation of the facilities; and equip, staff and maintain a business office. AUGUSTA reserves the right to approve selection of the Operator's General Manager. The Operator shall additionally employ an Assistant Manager who shall be on duty on alternate days when the General Manager is not on duty. 7. The Operator shall provide ten (10) days advance written notice to AUGUSTA of any change in its General Managers or Assistant Managers and shall include any change of address or telephone number. 8. The Operator shall provide sufficient personnel at all times to accommodate departing cars in a timely manner. It is the goal of AUGUSTA that no car shall wait in line over five (5) minutes before exit. AUGUSTA reserves the right to require the Operator to provide additional staff as required. 9. Operator shall employ personnel to enter and update all computer database functions including but not limited to vehicles, inventory, ingress and egress of vehicles, toll plaza, toll plaza revenues, time functions, and ticket inventories. 10. The Operator shall anticipate peak traffic periods and staff the Premises appropriately. If staffing is anticipated that exceeds authorized budget, the Operator shall, in advance, request a budget increase from AUGUSTA. 11. With the exception of the General Manager, the Operator shall provide new uniforms for employees as necessary to assure that employees are dressed in neat, clean, identifiable uniforms at all times. Uniforms shall be consistent in appearance, style and color for all parking employees and subject to the approval of the Assistant Director. Contractor shall submit a uniform proposal to the Assistant Director within 30 days of the execution of the Management Agreement. The cost of new uniforms is a reimbursable expense that will be paid by the Operator. Operator's employees, while on duty, must wear a photo identification badge, which shall be returned to Operator when employees cease work for the Operator. The names of on-duty cashiers shall be placed on the exterior of the booths to be readily visible by drivers of exiting vehicles. 12. The Operator shall remove from service any employee who is discourteous to any customer or who does not present the professional image AUGUSTA expects of its own employees. The Operator shall immediately remove any employee the Assistant Director requests for any reason whatsoever. No employee of the Operator shall use improper language, act in a loud, or boisterous manner, or in any manner act in an improper, inappropriate or offensive way. Each parking ticket issued to Operator's employees shall be appropriately validated and stapled to employee's shift report in accordance with approved operating procedures. 13. The Operator shall employ experienced and knowledgeable personnel and provide all employees with appropriate operational and customer service training. Operator shall take necessary emergency action to protect the Premises, revenue and safety of the public. 14. The Operator shall be responsible for maintenance of the interiors of the tollbooths, revenue control office, and any other structures that may be provided hereafter. The Operator shall be responsible for keeping the Premises, including all parking areas, entrance and exit areas, exit tollbooths, revenue control office, rest room and landscaped areas in or immediately adjacent to the Premises in a neat and clean condition at all times. The Operator shall be responsible for operation of the Premises in accordance with the Operations Manual. The Operator shall conduct daily inspections (daytime and nighttime) of the Premises. Written reports of inspections shall be submitted to the Assistant Director in the format to be agreed upon by the Assistant Director and Operator and shall indicate the condition of lighting, general appearance, potential safety hazards, fire equipment, graffiti, cleanliness and any other items which may be requested by Assistant Director. The Operator shall notify AUGUSTA of any areas requiring maintenance and/or repair upon discovery of such items. 15. The Operator shall keep the premises at all times free of trash and debris. All trash shall be removed and stored by the Operator in approved receptacles provided by AUGUSTA. The Operator shall be responsible for periodic sweeping of only the parking Premises, the daily removal of debris and trash from the parking Premises including along curbs and between parked vehicles and depositing same in a receptacle provided by AUGUSTA. 16. The Operator shall provide ticket stock and all other supplies in order to ensure effective control and management of the Premises. 17. The Operator shall maintain all of the revenue control equipment. Maintenance contracts shall have the approval of the Assistant Director prior to their execution by the Operator. Such costs shall be reimbursable under the Operator's approved annual budget. 18. The Operator shall provide all office furniture, safes, if necessary. equipment and supplies for the exit booths in a manner consistent with the intent of this Agreement, such costs to be reimbursed by AUGUSTA by inclusion in the Annual Budget. The purchase of all furniture and equipment shall be subject to the prior approval of the Assistant Director. 19. The Operator shall have no power to do any act or make any contract which may create any lien, mortgage or other encumbrance, upon an interest of AUGUSTA in the Premises, or the improvements located thereon. 20. Operator shall provide a cash bank sufficient to accommodate parking transactions. 21. Operator shall provide professional advice to AUGUSTA regarding appropriate parking rates, enhanced revenue control systems/equipment, parking facility requirements, signage, internal traffic flow, customer service enhancements, holiday and peak period public information needs and operating procedures which will improve the level of service efficiency and profit of the parking Premises. 22. Operator shall coordinate with AUGUSTA the removal of abandoned vehicles from the parking facilities and relocation of vehicles that are inappropriately parked or remove/relocate vehicles for other operational needs as directed by the Assistant Director. 23. The Operator shall provide the Assistant Director with copies of any and all written complaints received and the Operator's response thereto within five days. ARTICLE 12 PARKING RATES Existing parking rates shall remain in effect until authorized and changed only upon approval of AUGUSTA. ARTICLE 13 TRANSITION The Operator shall cooperate with AUGUSTA in achieving an effective and efficient transition of the operation of the Premises at the termination of this Agreement. Failure to comply with this paragraph is considered damaging to AUGUSTA and shall be sufficient cause for AUGUSTA to demand payment of the Operator's performance bond, and the language shall specifically be included in the bond to provide for this condition of the Agreement. ARTICLE 14 FACILITY USAGE REPORTS The Operator agrees to furnish AUGUSTA, upon request, facility utilization data in a format approved by the Assistant Director. ARTICLE 15 PERFORMANCE AND FIDELITY BOND 1. Upon execution of this Agreement, the Operator shall furnish AUGUSTA with a valid performance bond in the principal sum of seventy-five thousand dollars ($75,000) issued by a company acceptable to AUGUSTA, authorized to do business in the State of Georgia, and payable to AUGUSTA in case this Agreement is canceled for cause or upon default by the Operator. Said bond shall be kept in full force by the Operator during the term of this Agreement and any extension thereof. The bond shall be conditioned to ensure faithful and full performance of all the terms of this Agreement by the Operator. Evidence of the maintenance of this performance bond shall be submitted annually, on the anniversary of this Agreement, to AUGUSTA. 2. The Operator agrees to obtain and maintain during the term of this Agreement a fidelity bond in an amount not less than $25,000 guaranteeing the faithful performance of the General Manager, Assistant Manager, Supervisors and employees handling or responsible for the handling of daily Gross Receipts. The fidelity bond shall be in a form and drawn on a surety acceptable to AUGUSTA. 3. Operator shall report to Assistant Director within 24 hours after Operator becomes aware of any possible theft by employee(s) or any allegation of employee dishonesty. ARTICLE 16 INSURANCE AND INDEMNIFICATION 1. Operator shall provide and maintain, at its own expense which is not reimbursable, the following types and amounts of insurance, during the term of this contract: Type Comprehensive General (Public) Liability - to include (but not limited to) the following: Combined Single Limit for Bodily Injury and Property Damage: $1,000,000 a. Premises/operations b. Independent contractor c. Personal injury liability d. Contractual liability (insuring Indemnity provision within this contract) The above $1,000,000 public liability and property damage shall be primary coverage. Any expense for deductible loss sustained by the Operator where such insurance policy includes a deductible limit approved by AUGUSTA is reimbursable. The procuring of such policy of insurance shall not be construed to be a limitation upon Operator's liability or as a full performance on its part of the indemnification provisions of the Contract. Operator's obligations to AUGUSTA are, notwithstanding said policy of insurance, for the full and total amount of any damage, injury or loss as provided under the terms of the contract. Prior to the contract effective date, Operator shall furnish to AUGUSTA certificates or copies of the policies, plainly and clearly evidencing required insurance, and thereafter new certificates prior to the expiration date of any prior certificate. Operator understands that it is its sole responsibility to provide this necessary information and that failure to comply timely with the requirements of this article shall be a cause for termination of this contract, under the provisions of the termination clause. Insurance required herein shall be issued by a company or companies of sound and adequate financial responsibility and authorized to do business in the State of Georgia. All policies shall be subject to examination and approval by AUGUSTA for their adequacy as to form, content, form of protection, and providing company. Insurance required by this contract for AUGUSTA, as additional insured shall be primary insurance and not contributing with any other insurance available to AUGUSTA, under any third party liability policy. Operator further agrees that with respect to the above-required insurance, AUGUSTA shall: 1. Be named as additional insured/or an insured, as its interest may appear or be provided with a waiver of subrogation. 2. Be provided with 30 days advance notice, in writing, of cancellation or material change. If either requirement #1 or #2 require the payment of additional premium by Operator, Operator may present such information to AUGUSTA for its reconsideration. AUGUSTA will not be responsible for any of Operator's insurance costs. 2. AUGUSTA shall stand indemnified by the Operator as provided herein. It is expressly understood and agreed by and between the parties that the Operator is and shall be deemed to be an independent contractor responsible to all persons for its respective acts or omissions, and AUGUSTA shall in no way be responsible therefore. 3. The Operator agrees to indemnify, defend, save and hold harmless AUGUSTA, its officers, directors, agents, and employees from any and all claims, liabilities, damages, losses, suits, fines, penalties, demands and expenses, including costs of suit and attorney fees, which any or all of theirs may hereafter incur, be responsible for, or pay out as a result of bodily injury (including death) to any person or damage to any property or person, arising out of the Premises or any acts or omissions of the Operator, its agents, guests, invitees, employees, or contractors in connection with the Operator's use of the Premises or its operations at the Premises, except to the extent caused by the sole negligence or willful misconduct of AUGUSTA or its officers, directors, agents or employees. 4. Upon the filing with AUGUSTA of a claim for damages arising out of incidents for which Operator herein agrees to indemnify, defend, save and hold harmless AUGUSTA, AUGUSTA shall notify the Operator of such claim. Any final judgment rendered against AUGUSTA for any cause for which the Operator is liable hereunder shall be conclusive against the Operator as to liability and amount, provided AUGUSTA has notified the Operator of such claim as provided above. ARTICLE 17 LOSS CONTROL AND SAFETY The Operator shall retain control over its employees, agents, servants and subcontractors, as well as control over its invitees, patrons and activities on and about the managed Premises and the manner in which such activities shall be undertaken and to that end, the Operator shall not be deemed to be an agent of AUGUSTA. Precaution shall be exercised at all times by the Operator for the protection of all persons, including employees, and property. The Operator shall make special effort to detect hazards and shall take prompt action where loss control/safety measures should reasonably be expected. Operator shall be responsible for ensuring that its employees, agents, servants and subcontractors comply with all safety- related AUGUSTA ordinances rules and procedures governing the Premises. ARTICLE 18 TERMINATION 1. This Agreement shall expire at the end of the full term hereof, and the Operator shall have no further right or interest in the Premises. 2. AUGUSTA may terminate this agreement upon ninety (90) days written notice to the Operator for any reason whatsoever at the sole discretion of AUGUSTA with the understanding that all services being performed by the Operator under this agreement shall cease upon the date such notice becomes effective. AUGUSTA shall upon invoice, pay for all service rendered to the date of termination as provided for herein. 3. AUGUSTA shall have the right to terminate this Agreement for a violation of the terms hereof, at any time after thirty (30) days notice has been given to the Operator and unless corrective action has been taken or commenced within said thirty (30) day period and thereafter diligently completed. 4. AUGUSTA shall have the right to terminate this Agreement immediately upon or after any of the following: a. Assignment for Creditors: The Operator makes a general assignment for the benefit of creditors. b. Bankruptcy: The Operator files a petition for relief as a debtor under any section or chapter of the Federal Bankruptcy Code, as amended from time to time, or under any similar law or statute of the United States or the State of Georgia; or a petition or an answer proposing the entry of any order for relief against the Operator as a debtor in a bankruptcy or reorganization proceeding under any present or future bankruptcy or similar law is filed in any Court. c. Receivership: A receiver, trustee, or custodian is appointed for all or substantially all of the assets of the Operator in any proceeding brought by or against the Operator, or the Operator consents to or acquiesces in such appointment. d. AUGUSTA may terminate this agreement immediately if the Operator abandons and discontinues service within the Premises. 5. If this Agreement is terminated, AUGUSTA shall have the right to repossess the Premises in accordance with applicable law without prejudice to any other remedies available to AUGUSTA for such default, absent such reentry. 6. The Operator may terminate this Agreement upon thirty (30) days advance written notice, after any of the following: a. The issuance by any court of competent jurisdiction of an injunction in any way preventing or restraining the use of the Premises or any part thereof so as to substantially affect Operator's use of the Premises, and the remaining in force of such injunction for a period of ninety (90) days or more, provided, however, that said court action is not due to any fault of Operator. b. The default by AUGUSTA in the performance of any term herein required to be performed by AUGUSTA, which term substantially affects the Operator's ability to conduct its business under this Agreement, and failure by AUGUSTA to cure or commence to cure and diligently pursue such cure within thirty (30) days after receipt of notice of such default from the Operator. c. The substantial restriction of the Operator's ability to conduct its business at the Premises for a period of ninety (90) days or more because of the action of the Federal or State government or any agency or political subdivision thereof substantially restricting the operation of the Premises by AUGUSTA. 7. Upon expiration of the term, or upon termination of this Agreement, the Operator shall peacefully surrender and vacate the Premises in as good condition as when the term of this Agreement commenced, excepting ordinary wear and tear. The Operator and AUGUSTA agree that all Improvements placed on the Premises shall be and remain AUGUSTA's property upon the expiration of the term or upon the termination of this Agreement. Personal property of the Operator shall be removed at the Operator's expense, within ten (10) days of the expiration, or termination of this Agreement. If Operator fails to remove its personal property within said ten (10) day period, AUGUSTA may remove the property and store it, all at the expense of the Operator. ARTICLE 19 SUBORDINATION This Agreement shall be subject and subordinate to all the terms and conditions of any instrument and documents under which AUGUSTA acquired the land or improvements thereon, of which said Premises are a part, and shall be given only such effect as will not conflict with nor be inconsistent with such terms and conditions. ARTICLE 20 SUSPENSION OF SERVICES AUGUSTA may, by written notice, direct Operator to suspend performance on all or any part of the services for such period of time as may be determined by AUGUSTA to be necessary or desirable for its convenience. If such suspension causes additional expense to Operator in performance, and not due to fault or negligence of Operator, the Agreement will be adjusted on the basis of actual costs resulting directly from the suspension. Any claim by Operator for a cost adjustment must be supported by appropriate documentation asserted promptly after Operator has been notified to suspend performance. In the event that all or any part of the parking facilities shall remain closed or their use substantially restricted for a twenty-four (24) hour period because Operator, for any reason, is unable to provide the personnel necessary to maintain normal operations, AUGUSTA shall have the right to take over the duties of Operator, using its own employees or others. ARTICLE 21 ASSIGNMENT AND SUBCONTRACTING 1. The Operator agrees that it will not sell, convey, transfer, mortgage, subcontract, sublease or assign this Agreement or any part thereof, or any rights created thereby, without the prior written consent of AUGUSTA, it being the intention of AUGUSTA to grant this Agreement individually to the Operator. 2. Any assignment or transfer of this Agreement or any rights of the Operator hereunder, without the prior written consent of AUGUSTA is invalid, and shall convey to AUGUSTA the right to terminate this Agreement at its sole discretion. ARTICLE 22 GENERAL PROVISIONS 1. AUGUSTA reserves the right to further develop or improve the Premises as it sees fit. 2. The Operator agrees to abide by all Federal, State and local laws, ordinances, rules and regulations which may be applicable to its operation under this Agreement and to abide by the ordinances, rules and regulations of AUGUSTA which may from time to time be formulated by AUGUSTA in regard to the management, operation or use of the Premises. 3. Cumulative Remedies: Each of the rights and remedies provided by this Agreement shall be cumulative and shall not be exclusive of any other rights or remedies provided by this Agreement or allowed by law. 4. Waivers: Failure by AUGUSTA to insist upon the strict performance by the Operator of any of the terms herein contained shall not constitute a waiver of AUGUSTA's right to thereafter enforce any such term, but the same shall continue in full force and effect. The exercise of any right to terminate arising under this Agreement shall not operate to deprive AUGUSTA of any co-existing right to seek damages or other remedies arising from the default of the Operator. 5. The acceptance of rents or fees or the continued performance by AUGUSTA of its obligations under this Agreement after a default by the Operator in its performance of any of Operator's obligations under this Agreement shall not be deemed a waiver of AUGUSTA's right to terminate this Agreement for such default. 6. The Operator shall not use, or permit the use of, the Premises or any part thereof, for any purpose or use other than those authorized by this Agreement. 7. Choice of law and venue: This Agreement shall be performable and enforceable in the Superior Court of Richmond County, Georgia, and shall be construed in accordance with the laws of the State of Georgia. Operator by execution of this Agreement specifically consents to jurisdiction and venue in the Superior Court of Richmond County and waives any right to contest same. 8. This Agreement is made for the sole and exclusive benefit of AUGUSTA and the Operator, their successors and assigns, and is not made for the benefit of any third party. 9. In the event of any ambiguity in any of the terms of this agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. 10. All covenants, stipulations and agreements in this Agreement shall extend to and bind each party hereto, its legal representatives, successors and assigns. 11. The titles of the several articles of this Agreement are inserted herein for convenience only, and are not intended and shall not be construed to affect in any manner the terms hereof, or the interpretation or construction thereof. 12. Nothing herein contained shall create or be construed to create a co-partnership between AUGUSTA and Operator or to constitute the Operator an agent of AUGUSTA. AUGUSTA and Operator each expressly disclaim the existence of such a relationship between them. 13. Invalid Provision: If any covenant, condition or provision contained in this Agreement is held to be invalid by any Court of competent jurisdiction, the invalidity of any such covenant, condition or provision shall in no way affect any other covenants, conditions or provisions contained in this agreement; provided, that the validity of such covenant, condition or provision does not materially prejudice either AUGUSTA or Operator in its respective rights and obligations contained in the valid covenants, conditions or provisions of this agreement. 14. Interpretation of Agreement: Nothing in the Agreement shall be construed or interpreted in any manner whatsoever as limiting, relinquishing or waiving any right of ownership enjoyed by AUGUSTA in the Premises property, or in any manner waiving or limiting AUGUSTA's control over the management, operation, or maintenance of the Premises property, except as specifically provided for in this Agreement, or in any manner impairing the right of AUGUSTA. 15. Force Majeure. Neither AUGUSTA nor Operator shall be deemed to be in violation of this Agreement for reason of failure to perform any of its obligations hereunder, by reason of strikes, boycotts, labor disputes, embargoes, shortages of materials, acts of God, acts of the public enemy, flight restrictions, weather conditions, riots, rebellion, accidents, sabotage or any other events, conditions or circumstances for which it is not responsible and/or which are not within its control. 16. Conflict of Interest: The Operator agrees that, upon signing of this Agreement or within five (5) days after the acquisition of any interest herein described during the term of this Agreement, the Operator shall disclose in writing to AUGUSTA whether any elected official of AUGUSTA or Officer or employee of AUGUSTA has or hereafter acquires any direct, indirect, legal or beneficial interest in the Operator or in any contract, lease or agreement between AUGUSTA and the Operator, or in any franchise, concession, right or privilege of any nature herein or otherwise granted by AUGUSTA to the Operator. 17. Notices: Notices to the parties shall be deemed sufficient if in writing and mailed, postage prepaid, address to: AUGUSTA: Administrator 530 Greene Street AUGUSTA, GA 30911 Operator: Republic/Payne Parking System Suite 2000 Republic Centre Chattanooga, Tennessee 37450 Attn: Mark Huth President & Chief Operating Officer ARTICLE 23 ENTIRE AGREEMENT 1. This Agreement consists of Articles 1 to 24 inclusive. 2. This Agreement represents the entire and integrated Agreement between AUGUSTA and Operator superseding all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both AUGUSTA and Operator. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed this day of 2006. AUGUSTA, GEORGIA [OPERATOR] BY: BY: AS ITS: MAYOR AS ITS: [SEAL] [SEAL] ARTICLE 24 SPECIAL CONDITIONS 1. PERSONNEL: OPERATOR shall staff the operations of the parking facilities with sufficient competent personnel to ensure that the parking facilities are operated in a safe and courteous manner and shall ensure all said personnel are adequately trained and supervised. 2. OPERATOR shall provide staffing for the facilities, including the manning of the three (3) exit booths. 4. OPERATOR will provide and install revenue control equipment, for the parking facility. The specific equipment will be determined in the negotiations process of the Management Agreement. The cost shall not exceed $40,000.00.This expense will be paid for initially by the OPERATOR and then be reimbursed to OPERATOR by being amortized over the period of the Management Agreement with a rate to be negotiated., at which point it will become the property of the City of Augusta. 5. RENTS FOR SPACES: Throughout the term of this Agreement, AUGUSTA shall have the exclusive right to set the rents for use of the parking spaces within the parking facilities. The rent schedule shall be applied in a uniform and non-discriminatory manner except nothing herein shall prohibit the charging of a premium for reserved parking spaces. 7. SPECIAL PARKING NEEDS. It is recognized by AUGUSTA that the hotel developer may, from time to time, require additional parking spaces on a short-term basis in connection with special events or functions to be held at the hotel or the conference center. When such needs are identified, hotel developer or the Conference Center Operator shall notify AUGUSTA and as the OPERATOR of the parking facilities, as far in advance as possible and OPERATOR will use its best efforts to accommodate such requirements, provided that nothing herein shall require or authorize OPERATOR to displace or remove from the parking areas rent-paying customers or others entitled to use the parking facilities. 9. USE OF EXHIBITION AREA. Approximately twenty thousand (20,000) square feet of space located on the first or ground level of the parking deck shall be made available to the Conference Center Operator on an as needed basis for use as an exhibition hall in connection with meetings being conducted at the Conference Center or Hotel. The location of such convertible space is as shown on the Preliminary Parking Design Plans. The Conference Center Operator shall notify the OPERATOR as far in advance as possible of its need for such space and will use its best efforts to accommodate such requirements' provided that the Conference Center Operator assumes full responsibility for all arrangements in connection with the use of such portion of the parking deck as an exhibition area and agrees to dismantle all exhibits and remove all furnishings, equipment, trash and debris from such area upon completion of any use of such area as an exhibition hall. The Conference Center Operator shall pay 50% of the prevailing daily rate for all spaces used, or rendered unusable for parking, as compensation for the use as exhibit space. 10. HOURS OF OPERATION. Except for temporary closing as permitted as aforesaid, the parking facilities shall be kept open and lighted twenty-four (24) hours a day, seven (7) days a week, fifty-two (52) weeks a year. 12. PUBLIC RELATIONS. AUGUSTA and the OPERATOR recognize that the operations of all AUGUSTA parking facilities must be accomplished in a satisfactory manner so as to engender good public relations for the AUGUSTA, and all employees shall be properly dressed and friendly and courteous to all those using said parking Garage. 14. LAWFUL OPERATION. The parking facilities will be operated as a public parking garage available to members of the general public on a first come first served basis on an hourly, daily, or monthly basis, except as provided in Paragraph 7 hereof. The Augusta Riverfront Radisson Hotel will be permitted to rent eighty (80) spaces on a monthly basis. 16. CAPITAL EXPENDITURES AND UTILITIES. AUGUSTA shall assume responsibility for all capital expenditures, such as parking control equipment (except as specified in 15D above), revenue control equipment and the booths, as well as utility costs; provided however, that shall be responsible for any damages to same due to neglect or failure to properly operate, maintain and safeguard such equipment. 20. NO JOINT VENTURE OR PARTNERSHIP. Nothing contained in this Agreement shall be construed to create the relationship between the parties hereto or the beneficiaries hereof of principal and agent, of partners, of joint ventures, or of any association with each other or, so as to render any of such parties liable for the debts or obligations of the other. 21. CONTRACT ADMINISTRATOR. The AUGUSTA will appoint a Contract Administrator for this contract. OPERATOR will be informed in writing of any changes in the Contract Administrator. This initial Contract Administrator will be: Rick Acree Public Services Department Facilities Management Division 501 Greene Street- Suite 301 Augusta, Georgia 30901 23. CUSTOMER INCIDENTS AND PROPERTY DAMAGE: OPERATOR shall immediately report any patron incident, accident, injury or complaint or property damage to the Contract Administrator. 25. AUGUSTA leases a single space at the Radisson Riverfront parking facility for use by selected Augusta officials. This space is not used on a daily basis. However, when used, Augusta will likely require more than one space. Average total use should be less than the typical monthly lease client. The monthly charge for this space is to be deducted from the net profits due to AUGUSTA at the end of each month. Commission Meeting Agenda 2/22/2006 1:00 PM Brownfield Economic Development Summit Department: Caption:Motion to approve funding from the Landfill account for the Brownfield Commission Economic Development Summit. (Approved by Engineering Services Committee February 13, 2006) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Administrator. Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Corporate Communication Plan for Augusta Utilities Department Department:Utilities Department Caption:Motion to approve bid award for Corporate Communications Plan RFQ #06-016 to Acsential Technologies. (Approved by Engineering Services Committee February 13, 2006) Background:Two responses were received in reply to the RFQ. Both firms presented their plans on January 6, 2006 in front of a panel of four preselected members. Acsential Technologies received the highest rating and was deemed the most qualified for the project. Attached are the rating sheets for each firm. These ratings are the average of the three members of the panel. Analysis:Acsential Technologies is an established service provider and meets the required qualifications of the RFQ #06-016. Approving this award will allow work to continue on several communications projects Financial Impact:Acsential Technologies will work on various projects including the production of the Augusta Utilities Department Newsletter. Each project will be based on the amount negotiated in the contract. Alternatives:1. Approve award for the bid for RFQ #06-016 to Acsential Technologies subject to final contract approval. 2. Do not approve award. Recommendation:Approve and authorize the Augusta Utilities Department, the Administrator, and the Attorney to negotiate a contract with Acsential Technologies subject to final contract approval by the Augusta Commission. Funds are Available in the Following Accounts:506043110-5233112 506043120-5233112 REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission AUGUSTA UTILITIES DEPARTMENT COPORATE COMMUNICATION PLAN Date: 2/1/06 Lead Firm Name: Acsential Technologies Location: Atlanta, GA with Augusta, GA Sub-consultants: Augusta Blue Print Mustard Seed Video Interviewer: April Myers, Geri Sams, Max Hicks QUALIFICATION FACTORS: POINTS MAX Experience and Project Management Similar types of projects and efforts they’ve done recently 30 10 The experience the Team Lead has had on working with this team 15 5 Rating 45 15 Staff Resources How many people they’ll have working on this assignment? 15 5 Qualification of team members (are they interns or entry-level folks or more seasoned pros). 15 5 How long has the team worked-together; other assignments? 15 5 Do they support each other; team dynamics in interview 15 5 Rating 60 20 Delivery approach How many, budgets, and whether they built in any pre-and post testing (surveys, focus groups or other measures) to determine what impact, if any, their programs had? 15 5 Cost Control 30 10 Assurance of meeting schedules 15 5 Rating 60 20 Community Familiarity How well connected the firm is in the community 25 10 Approach considering Augusta’s uniqueness 36 15 Rating 61 25 DBE Participation Previous experience working together 9 3 Qualifications in area assigned 12 4 Responsibilities well defined 9 3 Rating 30 10 Quality of Interview Presentation Clarity 6 2 Completeness 9 3 Response to questions 15 5 Rating 30 10 TOTAL SCORE 95 100 AUGUSTA UTILITIES DEPARTMENT COPORATE COMMUNICATION PLAN Date: 2/1/06 Lead Firm Name: Alison Group Location: Augusta, GA Sub-consultants: None Named Interviewer: April Myers, Geri Sams, Max Hicks QUALIFICATION FACTORS: POINTS MAX Experience and Project Management Similar types of projects and efforts they’ve done recently 30 10 The experience the Team Lead has had on working with this team 14 5 Rating 44 15 Staff Resources How many people they’ll have working on this assignment? 14 5 Qualification of team members (are they interns or entry-level folks or more seasoned pros). 12 5 How long has the team worked-together; other assignments? 11 5 Do they support each other; team dynamics in interview 15 5 Rating 52 20 Delivery approach How many, budgets, and whether they built in any pre-and post testing (surveys, focus groups or other measures) to determine what impact, if any, their programs had? 14 5 Cost Control 30 10 Assurance of meeting schedules 14 5 Rating 58 20 Community Familiarity How well connected the firm is in the community 30 10 Approach considering Augusta’s uniqueness 45 15 Rating 75 25 DBE Participation Previous experience working together 0 3 Qualifications in area assigned 0 4 Responsibilities well defined 0 3 Rating 0 10 Quality of Interview Presentation Clarity 6 2 Completeness 9 3 Response to questions 15 5 Rating 30 10 TOTAL SCORE 86 100 Commission Meeting Agenda 2/22/2006 1:00 PM Mach Academy, Inc. Department: Caption:Motion to approve a request from Mach Academy to be a direct recipent of grants funds from the Children and Youth Coordinating Council. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Minutes Department: Caption:Motion to approve the minutes of the regular meeting of the Commission held February 8, 2006. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Minority Business Council Department: Caption:Motion to approve the reappointment of Mr. Clyde Hightower as the Mayoral appointment to the Augusta- Richmond County's Minority Business Council. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 2/22/2006 1:00 PM Teresa Smith Severance Package Department:Clerk of Commission Caption:Discuss/approve severance package for Teresa Smith. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission