HomeMy WebLinkAbout2012-07-17-Meeting Agenda
Commission Meeting Agenda
Commission Chamber
7/17/2012
5:00 PM
INVOCATION:
Reverend Willie James, Pastor, First Shiloh Baptist Church
PLEDGE OF ALLEGIANCE TO THE FLAG OF THE UNITED STATES OF AMERICA.
PRESENTATION(S)
A. Presentation by the Fire Chief of the Meritorious Service Award to Sgt.
David Moose, Firefighter Eddie Hightower and Firefighter Jeremiah
Clemons for assisting with CPR saving a life on April 12, 2012.
Attachments
RECOGNITION(S)
2012 Georgia Muncipal Assocation
B. Congratulations! During the 2012 Annual Meeting of the Georgia
Municipal Association Commissioner Corey Johnson
was elected President of GMA Seventh District; Commissioner Bill
Lockett received a Certificate of Excellence and Commissioner Grady
Smith received a Certificate of Recognition from the University of
Georgia Carl Vinson Institute of Government and Georgia Municipal
Association.
Attachments
Hazard Mitigation Plan
C. Recognition of the approval of the Augusta-Richmond County Multi-
Jurisdictional Hazard Mitigation Plan by GEMA and FEMA and
recognition of the Members of the Augusta-Richmond County Multi-
Jurisdictional Hazard Mitigation Plan - Planning Committee and
Stakeholders Committee.
Attachments
Five (5) minute time limit per delegation
DELEGATIONS
D. Ms. Lori Davis
RE: "These are the times that try men's souls." Who owns your soul?
Attachments
CONSENT AGENDA
(Items 1-25)
PLANNING
1. FINAL PLAT – CUSHENDAL – S-814 – A request for concurrence
with the Augusta Georgia Planning Commission to approve a petition
by H. Lawson Graham and Associates, on behalf of Randy Watkins,
requesting final plat approval for Cushendal Subdivision. This residential
subdivision is located off Belair Road on Cushendal Road and contains
16 lots.
Attachments
2. FINAL PLAT – LONGPOINT TOWNHOMES, PHASE 4 – S-828-
IV – A request for concurrence with the Augusta Georgia Planning
Commission to approve a petition by Southern Partners Inc., on behalf
of ATC Development Corp., requesting final plat approval for Longpoint
Subdivision. This residential townhome subdivision is located off Old
Waynesboro Road and contains 54 lots.
Attachments
3. FINAL PLAT – SPRING CREEK VILLAGE – S-826 – A request for
concurrence with the Augusta Georgia Planning Commission to approve
a petition by H & C Surveying Inc., on behalf of Phillip Erramuzpe,
requesting final plat approval for Spring Creek Village subdivision. This
residential subdivision is located on Willis Foreman Road, south of Ulm
Road and contains 63 lots.
Attachments
4. Z-12-36 - A request for concurrence with the Augusta Georgia Planning
Commission to approve with the following conditions 1) that there be
one single point of entry to the entire development; 2) that access to any
future commercial development be at least 200 feet from the Tobacco
Road intersection and 3) that the on/off site traffic improvements be as
recommended by the traffic study and the City traffic engineer; a petition
by Joe H. Todd, on behalf of Johana IPRI Qualified Domestic Trust,
requesting a change of zoning from Zone R-MH (Manufactured
Home Residential) and Zone B-2 (General Business) to Zone R-3B
(Multiple Family Residential) affecting property containing
Attachments
approximately 24 acres and is known as 3032 and 3044 Tobacco Road
and 3850 Deans Bridge Road. (Tax Map 128-0-014-05-0, 128-0-014-
04-0 & 128-0-016-00-0) DISTRICT 8
5. Z-12-43 – A request for concurrence with the Augusta Georgia Planning
Commission to approve a petition by Vantage Tower Group, on behalf
of Augusta Hospital LLC (aka Trinity Hospital), requesting a Special
Exception to establish a telecommunication tower per Section 28-A-6
of the Comprehensive Zoning Ordinance for Augusta Georgia affecting
property containing 1.10 acres and is known as 1436 Pendleton Road.
(Tax map 044-4-208-01-0) DISTRICT 2
Attachments
6. Z-12-44 – A request for concurrence with the Augusta Georgia Planning
Commission to approve a petition by Cornelius Doolittle, on behalf of
Brenda Doolittle, requesting a Special Exception to establish a Family
Personal Care Home per Section 26-1 (H) of the Comprehensive
Zoning Ordinance for Augusta Georgia affecting property containing .38
acres and is known as 1908 Olive Road. (Tax Map 072-3-046-04-0)
DISTRICT 2
Attachments
7. Z-12-46 – A request for concurrence with the Augusta Georgia Planning
Commission to approve a petition by Randy Gaitor, on behalf of Nicola
Gaitor, requesting a Special Exception to establish a Family Personal
Care Home per Section 26-1 (H) of the Comprehensive Zoning
Ordinance for Augusta Georgia affecting property containing
approximately .58 acres and is known as 2024 Wrightsboro Road. (Tax
Map 044-4-329-00-0) DISTRICT 1
Attachments
8. Z-12-47 – A request for concurrence with the Augusta Georgia Planning
Commission to approve with the following conditions 1) that only one
existing building on the property shall be used for the paint and body
business and 2) that a solid fence, wood or slatted chain link, shall be
installed and maintained around the business; a petition by Chris Provost,
on behalf of David Lucas, requesting a Special Exception in a B-2
(General Business) Zone to establish an automotive paint and body
business per Section 22-2 (a) of the Comprehensive Zoning Ordinance
for Augusta Georgia affecting property containing 1.48 acres and is
known as 3666 Peach Orchard Road. (Tax Map 155-0-070-00-0)
DISTRICT 8
Attachments
9. Z-12-48 – A request for concurrence with the Augusta Georgia Planning
Commission to approve a petition by Studio 3 Design Group, on behalf
of Williams Funeral Home of Augusta, Inc., requesting a change of
zoning from Zone R-1C (One-family Residential) and Zone B-2
(General Business) to Zone B-2 affecting property containing five tax
parcels totaling 1.51 acres and known as 1765 Martin Luther King Jr.
Blvd., 1254 Steiner Avenue, 1775 Martin Luther King Jr. Blvd. and
1707 and 1707 ½ Chestnut Street. (Tax Maps 059-3-191-00-0, 059-3-
0190-00-0, 059-3-189-00-0, 059-3-188-00-0, 059-3-175-00-0)
DISTRICT 2
Attachments
PUBLIC SERVICES
10. Motion to approve New Ownership Application: A. N. 12 - 21: request
by Matthew R. Williams for an on premise consumption Liquor, Beer &
Wine license to be used in connection with P. F. Chang's China Bistro,
Inc. DBA P. F. Chang's China Bistro located at 3450 Wrightsboro Rd,
Suite D215 (Augusta Mall). There will be Sunday Sales. District 3.
Super District 10. (Approved by Public Services Committee July 9,
2012)
Attachments
11. Motion to approve Amendment #1 to Cooperative Agreement FY2012
for nutrition program for Senior Services with CSRA Regional
Commission. (Approved by Public Services Committee July 9,
2012)
Attachments
12. Motion to approve the demolition of a certain unsafe and uninhabitable
structure in the South Augusta Neighborhood: 3616 Larkspur Drive,
(District 5, Super District 9); AND WAIVE 2ND READING.
(Approved by Public Services Committee July 9, 2012)
Attachments
13. Motion to approve the Standard Form of Agreement for Material
Testing, Special Inspection Services and NPDES Monitoring Services
Lump Sum in the amount of $192,630.00 between Augusta, Georgia and
MC Squared, Inc. (MC²), 1275 Shiloh Rd, Suite 2620, Kennesaw, GA
30144. RFP 12-141 (Approved by Public Services Committee July
9, 2012)
Attachments
14. Motion to approve directing the Deputy Director of Planning and
Development to inspect the property owned by Mr. Mike Samadi to
determine if work was improperly performed by the
contractor. (Approved by Public Services Committee July 9, 2012)
Attachments
15. Motion to approve a request by Erica L. Hawes for a Therapeutic
Massage Operators license to be used in connection with GA Massage
Spa by Erica located at 1258 Merry St. District 1. Super District 9.
(Approved by Public Services Committee July 9, 2012)
Attachments
16. Motion to approve a request by Lina Tan Driggers for a Therapeutic
Massage Operators license to be used in connection with Relax Station
located at 3450 Wrightsbor Rd. (Augusta Mall). District 3. Super District
10. (Approved by Public Services Committee July 9, 2012)
Attachments
17. Motion to approve transfer of the Hephzibah/Carroll Park properties
from Augusta, Georgia to the City of Hephzibah for governmental
operations, providing further that the transfer shall be subject to the
following conditions. a) The park properties are to be accepted in “AS
IS” condition by City of Hephzibah; b) The community center shall be
maintained as a public community center; c) Hephzibah shall be solely
responsible for all improvements, upkeep and maintenance of the
property, including, but not limited to, power, water, and telephone;
d) Hephzibah rental procedure of subject property shall be the same as
Augusta’s procedures and shall be on a first-come, first-serve basis; and
e) Ownership of the subject property shall revert to Augusta, Georgia
in the event Hephzibah attempted to sell the property or ceased to utilize
the property and/or its facilities for governmental purposes. f) Hephzibah
shall accept the above conditions and transfer by official resolution prior
to the closing of the transfer of subject property. Authorization is hereby
given for the Law Department to prepare necessary documents, close the
transaction and the Mayor and Clerk of Commission are authorized to
execute the necessary documents pursuant to counsel Augusta’s General
Counsel. (Approved by Public Services Committee July 9, 2012)
Attachments
FINANCE
18. Motion to approve FY2013 Augusta-Richmond County Budget
Calendar. (Approved by Finance Committee July 9, 2012)
Attachments
19. Motion to approve motion for budget transfer from Permanent S&W-
Reg to Supplemental Pay to compensate Solicitor's Office employees for
additional duties in Accountability Court. (Approved by Finance
Committee July 9, 2012)
Attachments
20. Motion to accept a $5,000 appropriation from the State of Georgia to
increase the Child Support Court budget by $5,000. (Approved by
Finance Committee July 9, 2012)
Attachments
21. Motion to accept a $5,000 appropriation from the State of Georgia to
increase the Drug Court Budget by $5,000. (Approved by Finance
Committee July 9, 2012)
Attachments
22. Motion to approve the removal of General Counsel Andrew MacKenzie
from the Forensic Audit Sub-Committee. (Approved by Finance
Committee July 9, 2012)
Attachments
23. Motion to accept a $5,000 appropriation from the State of Georgia to
increase the Mental Health Court Budget by $5,000. (Approved by
Finance Committee July 9, 2012)
Attachments
24. Motion to approve the use of a consultant to identify and collect
previously undiscovered Occupational Tax revenue (business license
fee), subject to identifying funds to cover costs outside the contract and
subject to Commission approval of a contract. (Approved by Finance
Committee July 9, 2012)
Attachments
PETITIONS AND COMMUNICATIONS
25. Motion to approve the minutes of the regular meeting of the
Commission held June 28, 2012 and the Special Called meeting and
Executive Session held July 9, 2012.
Attachments
****END CONSENT AGENDA****
AUGUSTA COMMISSION
7/17/2012
AUGUSTA COMMISSION
REGULAR AGENDA
7/17/2012
(Items 26-37)
PUBLIC SERVICES
26. Motion to approve New Application: A. N. 12 - 22: request by William
E. Williamson for an on premise consumption Liquor, Beer & Wine
license to be used in connection with Styx & Stonz located at 305 8th
St. There will be Dance. District 1. Super District 9. (No
recommendation from Public Services Committee July 9, 2012)
Attachments
27. Motion to approve Bid Item #12-150, Henry Brigham Swim Center
Improvements, to RCN Contracting in the amount of $693,000. (No
recommendation from Public Services Committee July 9, 2012)
Attachments
PUBLIC SAFETY
28. Motion to approve 2012-2013 Inmate Agreement between the Georgia
Department of Transportation and Augusta, Georgia relative to inmate
work crew services on public works projects and to authorize the Mayor
and Clerk of Commission to execute such documents as are necessary to
consummate the agreement.
Attachments
FINANCE
29. Receive as information the results of the 2011 financial audit.
Attachments
30. Motion to approve tasking the Procurement Department to prepare an
addendum to the bid for a forensic financial audit to include the
narrowed scope of work in the four identified areas and receive
responses from the twelve previously prequalified companies with
pricing for staff evaluation. (No recommendation from Finance
Committee July 9, 2012)
Attachments
ENGINEERING SERVICES
31. Motion to approve contract award to HDR Engineering, Inc. for Leak
Detection Services in the amount of $160,670.00. Request for
Qualifications RFQ #11-080.
Attachments
32. Motion to approve the 2013 Solid Waste Collections Contracts with
Advanced Disposal Services and Inland Services Corporation.
Attachments
33. Motion to approve funding the purchase of four data collection sondes
to be deployed and operated by the Southeastern Natural Sciences
Academy for the purpose of monitoring and documentation of water
quality in the Savannah River.
Attachments
34. Motion to approve award of a contract with Blair Construction, Inc. for
services associated with construction of the Fort Gordon New Water and
Sewage Connections under the Task Order Program for Infrastructure
RFQ #11-130 in the amount of $450,436.32. Bid item #12-139.
Attachments
APPOINTMENT(S)
35. Consider the appointment of one of the following for the Member-at-
Large position on the Richmond County Hospital Authority for a four
year term: James W. Bennett, Jr., Hugh L. Hamilton, Levi W. Hill, IV
due to the resignation of John P. Rhodes.
Attachments
ADMINISTRATOR
36. Motion to approve the Reynolds Street Parking Deck Construction,
Operating and Reciprocal Easement Agreement, Reynolds Street Parking
Deck Management Agreement, Conference Center Parking Lease and
Assignment of Parking Deck Management Agreement, and to authorize
the Mayor and Clerk of Commission to execute same. (Requested by
Commissioner Jerry Brigham)
Attachments
LEGAL MEETING
A. Pending and Potential Litigation.
B. Real Estate.
Upcoming Meetings
www.augustaga.gov
C. Personnel.
37. Motion to authorize execution by the Mayor of the affidavit of
compliance with Georgia's Open Meeting Act.
Commission Meeting Agenda
7/17/2012 5:00 PM
Invocation
Department:
Caption:Reverend Willie James, Pastor, First Shiloh Baptist Church
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Cover Memo
Item # 1
Commission Meeting Agenda
7/17/2012 5:00 PM
Fire Department Meritorious Service Awards
Department:Clerk of Commission
Caption:Presentation by the Fire Chief of the Meritorious Service Award
to Sgt. David Moose, Firefighter Eddie Hightower and Firefighter
Jeremiah Clemons for assisting with CPR saving a life on April
12, 2012.
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Cover Memo
Item # 2
Attachment number 1 \nPage 1 of 1
Item # 2
Commission Meeting Agenda
7/17/2012 5:00 PM
2012 Georgia Muncipal Assocation
Department:
Caption:Congratulations! During the 2012 Annual Meeting of the Georgia
Municipal Association Commissioner Corey Johnson
was elected President of GMA Seventh District; Commissioner
Bill Lockett received a Certificate of Excellence and
Commissioner Grady Smith received a Certificate of
Recognition from the University of Georgia Carl Vinson Institute
of Government and Georgia Municipal Association.
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Cover Memo
Item # 3
Commission Meeting Agenda
7/17/2012 5:00 PM
Hazard Mitigation Plan
Department:Clerk of Commission
Caption:Recognition of the approval of the Augusta-Richmond County
Multi-Jurisdictional Hazard Mitigation Plan by GEMA and
FEMA and recognition of the Members of the Augusta-Richmond
County Multi-Jurisdictional Hazard Mitigation Plan - Planning
Committee and Stakeholders Committee.
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Cover Memo
Item # 4
Attachment number 1 \nPage 1 of 1
Item # 4
Commission Meeting Agenda
7/17/2012 5:00 PM
Lori Davis
Department:Clerk of Commission
Caption:Ms. Lori Davis
RE: "These are the times that try men's souls." Who owns your
soul?
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Cover Memo
Item # 5
Attachment number 1 \nPage 1 of 1
Item # 5
Commission Meeting Agenda
7/17/2012 5:00 PM
Final Plat Cushendal
Department:Planning Commission
Caption: FINAL PLAT – CUSHENDAL – S-814 – A request for
concurrence with the Augusta Georgia Planning Commission to
approve a petition by H. Lawson Graham and Associates, on
behalf of Randy Watkins, requesting final plat approval for
Cushendal Subdivision. This residential subdivision is located off
Belair Road on Cushendal Road and contains 16 lots.
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 6
Commission Meeting Agenda
7/17/2012 5:00 PM
Final Plat Longpoint Townhomes Phase 4
Department:Planning Commission
Caption: FINAL PLAT – LONGPOINT TOWNHOMES, PHASE 4 –
S-828-IV – A request for concurrence with the Augusta Georgia
Planning Commission to approve a petition by Southern Partners
Inc., on behalf of ATC Development Corp., requesting final plat
approval for Longpoint Subdivision. This residential townhome
subdivision is located off Old Waynesboro Road and contains 54
lots.
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 7
Commission Meeting Agenda
7/17/2012 5:00 PM
Final Plat Spring Creek Village
Department:Planning Commission
Caption: FINAL PLAT – SPRING CREEK VILLAGE – S-826 – A
request for concurrence with the Augusta Georgia Planning
Commission to approve a petition by H & C Surveying Inc., on
behalf of Phillip Erramuzpe, requesting final plat approval for
Spring Creek Village subdivision. This residential subdivision is
located on Willis Foreman Road, south of Ulm Road and contains
63 lots.
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 8
Commission Meeting Agenda
7/17/2012 5:00 PM
Z-12-36
Department:Planning Commission
Caption: Z-12-36 - A request for concurrence with the Augusta Georgia
Planning Commission to approve with the following conditions
1) that there be one single point of entry to the entire
development; 2) that access to any future commercial
development be at least 200 feet from the Tobacco Road
intersection and 3) that the on/off site traffic improvements be as
recommended by the traffic study and the City traffic engineer; a
petition by Joe H. Todd, on behalf of Johana IPRI Qualified
Domestic Trust, requesting a change of zoning from Zone R-
MH (Manufactured Home Residential) and Zone B-2 (General
Business) to Zone R-3B (Multiple Family Residential) affecting
property containing approximately 24 acres and is known as 3032
and 3044 Tobacco Road and 3850 Deans Bridge Road. (Tax
Map 128-0-014-05-0, 128-0-014-04-0 & 128-0-016-00-0)
DISTRICT 8
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Cover Memo
Item # 9
Finance.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 9
Commission Meeting Agenda
7/17/2012 5:00 PM
Z-12-43
Department:Planning Commission
Caption: Z-12-43 – A request for concurrence with the Augusta Georgia
Planning Commission to approve a petition by Vantage Tower
Group, on behalf of Augusta Hospital LLC (aka Trinity
Hospital), requesting a Special Exception to establish a
telecommunication tower per Section 28-A-6 of the
Comprehensive Zoning Ordinance for Augusta Georgia affecting
property containing 1.10 acres and is known as 1436 Pendleton
Road. (Tax map 044-4-208-01-0) DISTRICT 2
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 10
Commission Meeting Agenda
7/17/2012 5:00 PM
Z-12-44
Department:Planning Commission
Caption: Z-12-44 – A request for concurrence with the Augusta Georgia
Planning Commission to approve a petition by Cornelius
Doolittle, on behalf of Brenda Doolittle, requesting a Special
Exception to establish a Family Personal Care Home per
Section 26-1 (H) of the Comprehensive Zoning Ordinance for
Augusta Georgia affecting property containing .38 acres and is
known as 1908 Olive Road. (Tax Map 072-3-046-04-0)
DISTRICT 2
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 11
Commission Meeting Agenda
7/17/2012 5:00 PM
Z-12-46
Department:Planning Commission
Caption: Z-12-46 – A request for concurrence with the Augusta Georgia
Planning Commission to approve a petition by Randy Gaitor, on
behalf of Nicola Gaitor, requesting a Special Exception to
establish a Family Personal Care Home per Section 26-1 (H) of
the Comprehensive Zoning Ordinance for Augusta Georgia
affecting property containing approximately .58 acres and is
known as 2024 Wrightsboro Road. (Tax Map 044-4-329-00-0)
DISTRICT 1
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 12
Commission Meeting Agenda
7/17/2012 5:00 PM
Z-12-47
Department:Planning Commission
Caption: Z-12-47 – A request for concurrence with the Augusta Georgia
Planning Commission to approve with the following conditions
1) that only one existing building on the property shall be used for
the paint and body business and 2) that a solid fence, wood or
slatted chain link, shall be installed and maintained around the
business; a petition by Chris Provost, on behalf of David
Lucas, requesting a Special Exception in a B-2 (General
Business) Zone to establish an automotive paint and body
business per Section 22-2 (a) of the Comprehensive Zoning
Ordinance for Augusta Georgia affecting property containing 1.48
acres and is known as 3666 Peach Orchard Road. (Tax Map
155-0-070-00-0) DISTRICT 8
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Cover Memo
Item # 13
Clerk of Commission
Cover Memo
Item # 13
Commission Meeting Agenda
7/17/2012 5:00 PM
Z-12-48
Department:Planning Commission
Caption: Z-12-48 – A request for concurrence with the Augusta Georgia
Planning Commission to approve a petition by Studio 3 Design
Group, on behalf of Williams Funeral Home of Augusta,
Inc., requesting a change of zoning from Zone R-1C (One-family
Residential) and Zone B-2 (General Business) to Zone B-2
affecting property containing five tax parcels totaling 1.51 acres and
known as 1765 Martin Luther King Jr. Blvd., 1254 Steiner
Avenue, 1775 Martin Luther King Jr. Blvd. and 1707 and 1707 ½
Chestnut Street. (Tax Maps 059-3-191-00-0, 059-3-0190-00-0, 059-
3-189-00-0, 059-3-188-00-0, 059-3-175-00-0) DISTRICT 2
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 14
Commission Meeting Agenda
7/17/2012 5:00 PM
Alcohol Application
Department:Planning & Development
Caption:Motion to approve New Ownership Application: A. N. 12 - 21:
request by Matthew R. Williams for an on premise consumption
Liquor, Beer & Wine license to be used in connection with P. F.
Chang's China Bistro, Inc. DBA P. F. Chang's China Bistro
located at 3450 Wrightsboro Rd, Suite D215 (Augusta Mall).
There will be Sunday Sales. District 3. Super District 10.
(Approved by Public Services Committee July 9, 2012)
Background:This is a new ownership application.
Analysis:The applicant meets the requirements of the City of Augusta's
Alcohol Ordinance.
Financial Impact:The applicant will pay a pro-rated fee of $2995.00.
Alternatives:
Recommendation:Planning & Development recommends approval. The RCSO
recommends approval.
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 15
Attachment number 1 \nPage 1 of 2
Item # 15
Attachment number 1 \nPage 2 of 2
Item # 15
Commission Meeting Agenda
7/17/2012 5:00 PM
Amendment to Cooperative Agreement CSRA RC
Department:Recreation, Parks and Facilities Department
Caption:Motion to approve Amendment #1 to Cooperative Agreement
FY2012 for nutrition program for Senior Services with CSRA
Regional Commission. (Approved by Public Services
Committee July 9, 2012)
Background:Recreation, Parks and Facilities operates the senior nutrition meal
program in Richmond County through grants provided through a
cooperative agreement with CSRA RC.
Analysis:The amendment reflects a slight decrease in allocated funds from
Title III C1, C2 and AoA NSI Home Delivered due to over
projection for this fiscal year.
Financial Impact:Decrease in grant funding in the amount of $9,600 and a decrease
in local match funds of $888.
Alternatives:1. Motion to approve Amendment #1 to Cooperative Agreement
FY2012 for nutrition program for Senior Services with CSRA
Regional Commission. 2. None
Recommendation:1. Motion to approve Amendment #1 to Cooperative Agreement
FY2012 for nutrition program for Senior Services with CSRA
Regional Commission.
Funds are Available
in the Following
Accounts:
Funds from Grant(See attached)220-05-4322
REVIEWED AND APPROVED BY:
Finance.
Procurement.
Cover Memo
Item # 16
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 16
Attachment number 1 \nPage 1 of 2
Item # 16
Attachment number 1 \nPage 2 of 2
Item # 16
Commission Meeting Agenda
7/17/2012 5:00 PM
Demolition of Dilapidated Structure
Department:Planning and Development
Caption:Motion to approve the demolition of a certain unsafe and
uninhabitable structure in the South Augusta Neighborhood: 3616
Larkspur Drive, (District 5, Super District 9); AND WAIVE 2ND
READING. (Approved by Public Services Committee July 9,
2012)
Background:The approval of this agenda item will provide for the demolition of
the structure that has been determined to be dilapidated beyond
repair and a public nuisance.
Analysis:The Richmond County Sheriff’s Office owns the property. It was
obtained through a drug investigation where it was seized and
forfeited.
Financial Impact:The average total cost associated with the demolition of the
property will be approximately $5,200.00
Alternatives:Do not demolish.
Recommendation:Approval
Funds are Available
in the Following
Accounts:
Funds are available in account # 101072910 / 5212999
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 17
Attachment number 1 \nPage 1 of 1
Item # 17
Commission Meeting Agenda
7/17/2012 5:00 PM
Material Testing, Special Inspection Services and NPDES Monitoring Services, hereinafter referred to as
Inspections Consultant for Webster Detention Center, Phase II
Department:Recreation, Parks and Facilities
Caption:Motion to approve the Standard Form of Agreement for Material
Testing, Special Inspection Services and NPDES Monitoring
Services Lump Sum in the amount of $192,630.00 between
Augusta, Georgia and MC Squared, Inc. (MC²), 1275 Shiloh Rd,
Suite 2620, Kennesaw, GA 30144. RFP 12-141 (Approved by
Public Services Committee July 9, 2012)
Background:This contract will compensate the Inspections Consultant for
Services for the Webster Detention Center Expansion, Phase II for
Basic Services as follows: The Inspections Consultant is to
perform “on call” Material Testing, Special Inspection Services
and NPDES Monitoring associated with the Augusta, Georgia
New Webster Detention Center, Phase II; An Inmate Processing
Center and Interior Renovations in accordance with the defined
scope of work defined herein the Agreement for Material Testing,
Special Inspection Services and NPDES Monitoring Services
Lump Sum Between Augusta, Georgia and MC Squared, Inc.
(MC²) for Material Testing, Special Inspection Services and
NPDES Monitoring work will include the following as per
attached.
Analysis:This Agreement will compensate the Inspections Consultant for
providing the professional services for their work associated with
Material Testing, Special Inspection Services and NPDES
Monitoring Services as described above and as further described
in the Agreement for Inspection Consultant Services for Material
Testing, Special Inspection Services and NPDES Monitoring
Services Lump Sum Between Augusta, Georgia and MC Squared,
Inc. (MC²). Total of Agreement is $192,630.00
Financial Impact:The total amount of the Agreement is $192,630.00 for Inspections
Consultant Services.
Alternatives:1. Approve the Agreement for $192,630.00 for Inspections
Consultant Services. 2. Not approve the Agreement.
Cover Memo
Item # 18
Recommendation:#1. Approve the Agreement for $192,630.00 for Inspections
Consultant Services.
Funds are Available
in the Following
Accounts:
GL – 328-03-1130; JL – 210356004
REVIEWED AND APPROVED BY:
Finance.
Procurement.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 18
Webster Detention Center, Phase II Inmate Processing Center
Material Testing, Special Inspection Services and NPDES Monitoring
Services, hereinafter referred to as Inspections Consultant
Agreement for Material Testing, Special Inspection Services and NPDES Monitoring
Services Lump Sum between Augusta, Georgia and MC Squared, Inc. (MC²) for Material
Testing, Special Inspection Services and NPDES Monitoring work will include the
following:
• Cast-in-place concrete
o Mix design review
o Batch plant inspection
o Placement & steel reinforcement placement
o Field tests on fresh concrete
o Compression tests
• Structural Precast concrete
o Plant inspections, including material testing, tendon
size/quantity/placement and tensioning
o Field installation welding
• Reinforcing steel
o Verification of compliance with Contract Documents
o Tensile and bending tests
• Structural Steel
o Shop fabrication inspection
o Field installation welding
o High-strength bolt welding
o Review of material certifications
• Metal Deck
o Welding inspections
o Material Testing
o Shear studs
• Mortar & grout strength tests
• Concrete masonry
o Pre-pour inspections
o Reinforcing steel placement
o Grout placement
• Aggregate
• Engineered fill
o Material
o Compaction/density testing
• Asphalt paving
o Mix review
o Placement inspection
o Density testing
• Special Inspections as listed in the Schedule of Special Inspections Services
NPDES Monitoring
o Assist owner with submittal of NOI and NOT.
Attachment number 1 \nPage 1 of 2
Item # 18
o Sedimentation and erosion inspections will include weekly, monthly and event
inspections
o Storm water samples will be obtained for turbidity testing during or shortly after
qualifying rain events as outlined in the General Permit.
o Submission to local EPD office on Tobacco Rd, Augusta of monthly reports and
and/or other documents as required by EPD policy and procedures to
successfully obtain the NOT at the end of the project.
Attachment number 1 \nPage 2 of 2
Item # 18
Request for Proposal
Request for Proposals will be received at this office until Friday, March 30, 2012 @ 11:00 a.m. for furnishing:
RFP Item #12-141 Material Testing, special Inspection Services & NPDES Monitoring for Webster
Detention Center Phase II for Recreation, Parks & Facilities
RFPs will be received by: The Augusta Commission hereinafter referred to as the OWNER at the offices of:
Geri A. Sams, Director
Augusta Procurement Department
530 Greene Street - Room 605
Augusta, Georgia 30901
RFP documents may be viewed on the Augusta Georgia web site under the Procurement Department
ARCbid. RFP documents may be obtained at the office of the Augusta, GA Procurement Department, 530
Greene Street – Room 605, Augusta, GA 30901. All questions must be submitted in writing by fax to
706 821-2811 or by email to procbidandcontract@augustaga.gov to the office of the Procurement
Department by Friday, March 16, 2012 @ 5:00 P.M. No RFP will be accepted by fax, all must be
received by mail or hand delivered.
No RFP may be withdrawn for a period of 90 days after time has been called on the date of opening.
Invitation for bids and specifications. An invitation for bids shall be issued by the Procurement Office and
shall include specifications prepared in accordance with Article 4 (Product Specifications), and all contractual
terms and conditions, applicable to the procurement. All specific requirements contained in the invitation
to bid including, but not limited to, the number of copies needed, the timing of the submission, the
required financial data, and any other requirements designated by the Procurement Department are
considered material conditions of the bid which are not waiveable or modifiable by the Procurement
Director. All requests to waive or modify any such material condition shall be submitted through the
Procurement Director to the appropriate committee of the Augusta, Georgia Commission for approval by the
Augusta, Georgia Commission. Please mark RFP number on the outside of the envelope.
Bidders are cautioned that acquisition of RFP documents through any source other than the office of the
Procurement Department is not advisable. Acquisition of RFP documents from unauthorized sources places
the bidder at the risk of receiving incomplete or inaccurate information upon which to base his qualifications.
GERI A. SAMS, Procurement Director
Publish:
Augusta Chronicle February 23, March 1, 8, 15, 2012
Metro Courier February 29, 2012
cc: Tameka Allen Deputy Administrator
Forrest White Heery International
Richard Ingram Heery International
Tom Beck Recreation, Parks & Facilities
Revised: 8/15/2011
Attachment number 2 \nPage 1 of 1
Item # 18
VENDORS Attachment B E-Verify # Original 6 Copies
Fee
Proposal
CSRA Testing and Engineering Co
1005 Emmett Street Ste A
Augusta, GA 30904
YES 138689 YES YES YES
MC Squared Inc
1275 Shiloh Rd NW Ste 2620
Kennesaw, GA 30144
YES 228126 YES YES YES
Moreland Altobelli Associates
2211 Beaver Ruin Road Ste 190
Norcross, GA 30071
YES 53328 YES YES YES
Nova Engineering
3640 Kennesaw North Ind Pkwy Ste E
Kennesaw, GA 30144
YES 124398 YES YES YES
ATC Associates
1841 West Oak Pkway Ste F
Marietta, GA 30062
Graves Engineering Services
1220 West Wheeler Parkway
Augusta, GA 30907
MC2
4343 Shallow Rd Bldg B Ste 8A
Marietta, GA 30062
Qore Property Sciences
645 B Frontage Road NW
Augusta, GA 30907
RFP Item #12-141
Material Testing, Special Inspection Services & NPDES Mointoring
for Webster Detention Center Phase II
for Augusta, Georgia – Recreation, Parks & Facilities Department
RFP Due: Friday, March 30, 2012 @ 11:00 a.m.
NON-COMPLIANT
Missing E-Verify Number
Page 1 of 1
Attachment number 3 \nPage 1 of 1
Item # 18
Evaluation Criteria PTS
CSRA Testing and
Engineering Co
1005 Emmett Street
Ste A
Augusta, GA 30904
MC Squared Inc
1275 Shiloh Rd NW
Ste 2620
Kennesaw, GA
30144
Moreland Altobelli
Associates
2211 Beaver Ruin
Road Ste 190
Norcross, GA 30071
Nova Engineering
3640 Kennesaw
North Ind Pkwy Ste E
Kennesaw, GA
30144
1. Work plan, fidelity to RFP and
organization structure.30 28.0 28.6 24.8 27.2
2. Qualifications and experience of
key professionals, particularly
related to building commissioning
services of similar facilities.
50 45.8 46.2 43.8 44.6
3. References 20 18.5 19.0 17.9 18.9
Total 100 92.3 93.8 86.5 90.7
Cumulative Evaluation Sheet RFP Item #12-141
Material Testing, Special Inspection Services & NPDES Mointoring
for Webster Detention Center Phase II
for Augusta, Georgia – Recreation, Parks & Facilities Department
Attachment number 4 \nPage 1 of 1
Item # 18
Attachment number 5 \nPage 1 of 1
Item # 18
Attachment number 6 \nPage 1 of 3
Item # 18
Attachment number 6 \nPage 2 of 3
Item # 18
Attachment number 6 \nPage 3 of 3
Item # 18
Attachment number 7 \nPage 1 of 3
Item # 18
Attachment number 7 \nPage 2 of 3
Item # 18
Attachment number 7 \nPage 3 of 3
Item # 18
Commission Meeting Agenda
7/17/2012 5:00 PM
Mike Samadi - Contractors License Bond and Insurance
Department:Clerk of Commission
Caption:Motion to approve directing the Deputy Director of Planning and
Development to inspect the property owned by Mr. Mike Samadi
to determine if work was improperly performed by the
contractor. (Approved by Public Services Committee July 9,
2012)
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Cover Memo
Item # 19
Attachment number 1 \nPage 1 of 2
Item # 19
Attachment number 1 \nPage 2 of 2
Item # 19
Commission Meeting Agenda
7/17/2012 5:00 PM
Therapeutic Massage Operators Application
Department:Planning & Developments
Caption:Motion to approve a request by Erica L. Hawes for a Therapeutic
Massage Operators license to be used in connection with GA
Massage Spa by Erica located at 1258 Merry St. District 1. Super
District 9. (Approved by Public Services Committee July 9,
2012)
Background:This is a new location. The applicant has a current State
Certification.
Analysis:The applicant meets the requiremens of the City of Augusta's
Occupational Tax Ordinance that regulates massage operators.
Financial Impact:The applicant will pay a fee of $121.00
Alternatives:
Recommendation:Planning & Development recommends approval. The RCSO
recommends approval.
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 20
Attachment number 1 \nPage 1 of 1
Item # 20
Commission Meeting Agenda
7/17/2012 5:00 PM
Therapeutic Massage Operators Application
Department:Planning & Development
Caption:Motion to approve a request by Lina Tan Driggers for a
Therapeutic Massage Operators license to be used in connection
with Relax Station located at 3450 Wrightsbor Rd. (Augusta
Mall). District 3. Super District 10. (Approved by Public
Services Committee July 9, 2012)
Background:This is a new application. The applicant has State of Ga
Certification.
Analysis:The applicant meets the requirements of the City of Augusta's
Occupational Tax Ordinance that regulates massage operators.
Financial Impact:The applicant will pay a fee of $121.00.
Alternatives:
Recommendation:Planning & Development recommends approval. The RCSO
recommends approval.
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 21
Attachment number 1 \nPage 1 of 1
Item # 21
Commission Meeting Agenda
7/17/2012 5:00 PM
Transfer of Hephzibah/Carroll Park from the City of Augusta to the City of Hephzibah
Department:Recreation, Parks and Facilities
Caption:Motion to approve transfer of the Hephzibah/Carroll Park
properties from Augusta, Georgia to the City of Hephzibah for
governmental operations, providing further that the transfer shall
be subject to the following conditions. a) The park properties are
to be accepted in “AS IS” condition by City of Hephzibah; b) The
community center shall be maintained as a public community
center; c) Hephzibah shall be solely responsible for all
improvements, upkeep and maintenance of the property,
including, but not limited to, power, water, and telephone;
d) Hephzibah rental procedure of subject property shall be the
same as Augusta’s procedures and shall be on a first-come, first-
serve basis; and e) Ownership of the subject property shall
revert to Augusta, Georgia in the event Hephzibah attempted to
sell the property or ceased to utilize the property and/or its
facilities for governmental purposes. f) Hephzibah shall accept the
above conditions and transfer by official resolution prior to the
closing of the transfer of subject property. Authorization is hereby
given for the Law Department to prepare necessary documents,
close the transaction and the Mayor and Clerk of Commission are
authorized to execute the necessary documents pursuant to
counsel Augusta’s General Counsel. (Approved by Public
Services Committee July 9, 2012)
Background:At the request of the City of Hephzibah and with the addition
of Diamond Lakes Regional Park; and McBean and Blythe
Community Parks over the last approximately 10 years, the
program needs have been minimized at Hephzibah/Carroll Park.
This unsupervised park site, which the City of Augusta maintains,
has provided little in providing true recreational opportunities
compared to the addition of these three newer and more modern
facilities.
Analysis:The City of Hephzibah agrees to accept the transfer of these
properties with the condition of said properties "as is".
Financial Impact:There is no financial obligation incurred by Augusta, GeorgiaCover Memo
Item # 22
Alternatives:1. Motion to Approve the transfer. 2. Move No Action
Recommendation:1. Motion to Approve
Funds are Available
in the Following
Accounts:
N/A
REVIEWED AND APPROVED BY:
Finance.
Procurement.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 22
Commission Meeting Agenda
7/17/2012 5:00 PM
Alcohol Application
Department:Planning & Development
Caption:Motion to approve New Application: A. N. 12 - 22: request by
William E. Williamson for an on premise consumption Liquor,
Beer & Wine license to be used in connection with Styx & Stonz
located at 305 8th St. There will be Dance. District 1. Super
District 9. (No recommendation from Public Services
Committee July 9, 2012)
Background:This is a new application.
Analysis:The applicant meets the requirements of the City of Augusta's
Alcohol Ordinance.
Financial Impact:The applicant will pay a pro-rated fee of $2390.50.
Alternatives:
Recommendation:Planning & Development recommends approval. The RCSO
recommends approval.
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 23
Attachment number 1 \nPage 1 of 2
Item # 23
Attachment number 1 \nPage 2 of 2
Item # 23
Commission Meeting Agenda
7/17/2012 5:00 PM
Henry H. Brigham Swim Center Improvements
Department:Recreation, Parks and Facilities
Caption:Motion to approve Bid Item #12-150, Henry Brigham Swim
Center Improvements, to RCN Contracting in the amount of
$693,000. (No recommendation from Public Services
Committee July 9, 2012)
Background:A total of seven (7) vendors participated in a pre-bid conference
for this project. Upon opening of bids, only one submittal was
received.
Analysis:RCN Contracting was the low responsive bidder to meet all
specifications. Staff and consultants have verified bid numbers
and are in line with the project estimates.
Financial Impact:Funding is available through SPLOST VI approved projects.
Award is on the base bid amount of $693,000.
Alternatives:1. To Approve award of Bid Item #12-150 to RCN Contracting for
$693,000. 2. Move No Action, thus delaying the required
improvements to the Brigham Swim Center.
Recommendation:1. To Approve
Funds are Available
in the Following
Accounts:
328061110 - 211066502 328061110 - 211066902
REVIEWED AND APPROVED BY:
Finance.
Procurement.
Law.
Administrator.
Cover Memo
Item # 24
Clerk of Commission
Cover Memo
Item # 24
Attachment number 1 \nPage 1 of 2
Item # 24
Attachment number 1 \nPage 2 of 2
Item # 24
Attachment number 2 \nPage 1 of 1
Item # 24
Bid Opening
Bid Item #12-150
Henry H. Brigham Swim Center Improvements
for Augusta, Georgia - Recreation, Parks and Facilities Department
Bid Due: Tuesday, May 22, 2012 @ 3:00 p.m.
VENDORS Attachment B E-Verify #
Addendums
1 & 2 Bid Bond Bid Amount
Add
Alternate 1
Add
Alternate 2
Add
Alternate 3
Add
Alternate 4
RCN Contracting Inc
1115 Franke Place Court
Augusta, GA 30909
YES 146983 YES YES $693,000.00 $8,250.00 $34,274.00 $20,003.00 $42,000.00
Ammar Construction
4211 Smithfield Creek
Evans, GA 30809
DeRalco
P.O. Box 3327
Augusta, GA 30914
RCN Contracting Inc
1115 Franke Place Court
Augusta, GA 30909
Sommers Construction LLC
P.O. Box 950
Evans, GA 30809
Stewart Corbitt
146 Railroad Street #C
Thomson, GA 30824
Turner Mech Inc
12384 Atomic Road
Beech Island, SC 29842
Page 1 of 1
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Item # 24
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Item # 24
Attachment number 6 \nPage 1 of 3
Item # 24
Attachment number 6 \nPage 2 of 3
Item # 24
Attachment number 6 \nPage 3 of 3
Item # 24
Commission Meeting Agenda
7/17/2012 5:00 PM
2012-2013 Inmate Agreement
Department:Law
Caption:Motion to approve 2012-2013 Inmate Agreement between the
Georgia Department of Transportation and Augusta, Georgia
relative to inmate work crew services on public works projects
and to authorize the Mayor and Clerk of Commission to execute
such documents as are necessary to consummate the agreement.
Background:This is a continuing agreement between the Georgia Department
of Transportation and Augusta, Georgia.
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 25
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Commission Meeting Agenda
7/17/2012 5:00 PM
2013 ARC Budget Calendar
Department:
Caption:Motion to approve FY2013 Augusta-Richmond County Budget
Calendar. (Approved by Finance Committee July 9, 2012)
Background:The Budget Calendar establishes tentative dates for the
completion of the various stages of the 2013 budget preparation
and adoption process. The calendar is presented for approval
consistent with the legal requirements in accordance with OCGA
36-81-5. The budget calendar as planned with facilitate
developing, reviewing, and deliberations by the legislative body,
input from the citizens of Augusta-Richmond County and
adoption of FY2013 budget on a timely basis. The budget will
also be adopted prior to fiscal year 2013.
Analysis:
Financial Impact:
Alternatives:Revise dates
Recommendation:Approve Budget Calendar for FY2013.
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Cover Memo
Item # 26
Attachment number 1 \nPage 1 of 1
Item # 26
Commission Meeting Agenda
7/17/2012 5:00 PM
Accountability Court Solicitor's function
Department:Solicitor General
Caption:Motion to approve motion for budget transfer from Permanent
S&W-Reg to Supplemental Pay to compensate Solicitor's Office
employees for additional duties in Accountability Court.
(Approved by Finance Committee July 9, 2012)
Background:When the Accountability Court was created, the proposed budget
included $36,000 for DUI Court Solicitor General and Staff. The
Solicitor, Charles Evans, is requesting the funds be moved into the
Supplemental Pay line item, so that he can provide supplements to
those employees of his office that take on additional duties dealing
with accountability court issues, rather than hire another
individual.
Analysis:Approval of commission is required since the budget adjustment
involves a salary and wage line item. The proposal to supplement
existing staff members rather than hire another individual will
save the cost of additional fringe benefits.
Financial Impact:Funds are available in 204022320/5111110. No additional funds
required.
Alternatives:Do not approve.
Recommendation:Approve the transfer of funds from S&W-Reg to Supplemental
Pay.
Funds are Available
in the Following
Accounts:
204022320/5111110
REVIEWED AND APPROVED BY:
Cover Memo
Item # 27
Finance.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 27
Attachment number 1 \nPage 1 of 1
Item # 27
Attachment number 2 \nPage 1 of 2
Item # 27
Attachment number 2 \nPage 2 of 2
Item # 27
Commission Meeting Agenda
7/17/2012 5:00 PM
Child Support Court
Department:Superior Court
Caption:Motion to accept a $5,000 appropriation from the State of Georgia
to increase the Child Support Court budget by $5,000. (Approved
by Finance Committee July 9, 2012)
Background:The Child Support Court wishes to utilize State funds for general
office supplies (1,000), education and training ($2,000), and travel
($2,000). Judge Craig is requesting an increase in the budget to
accommodate the receipt and expenditure of State funds.
Analysis:Approval of Commission is required due to an increase in the
budget amount.
Financial Impact:The State funds have been deposited in account
#101000000/3411410.
Alternatives:Return State money.
Recommendation:Approve acceptance and expenditure of State funds by increasing
the budget $5,000.
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 28
Commission Meeting Agenda
7/17/2012 5:00 PM
Drug Court
Department:Superior Court
Caption:Motion to accept a $5,000 appropriation from the State of Georgia
to increase the Drug Court Budget by $5,000. (Approved by
Finance Committee July 9, 2012)
Background:The Drug Court wishes to utilize State funds for general office
supplies ($1,000), education and training ($2,000), and travel
($2,000). Judge Blanchard is requesting an increase in the budget
to accommodate the receipt and expenditure of State funds.
Analysis:Approval of Commission is required due to an increase in the
budget amount.
Financial Impact:The State funds have been deposited in account
#205000000/3511410. No additional county funds are required.
Alternatives:Return State money.
Recommendation:Approve acceptance and expenditure of State funds by increasing
the budget $5,000.
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 29
Commission Meeting Agenda
7/17/2012 5:00 PM
Forensic Audit Sub-Committee
Department:Clerk of Commission
Caption:Motion to approve the removal of General Counsel Andrew
MacKenzie from the Forensic Audit Sub-Committee. (Approved
by Finance Committee July 9, 2012)
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Cover Memo
Item # 30
Attachment number 1 \nPage 1 of 1
Item # 30
Commission Meeting Agenda
7/17/2012 5:00 PM
Mental Health Court
Department:Superior Court
Caption:Motion to accept a $5,000 appropriation from the State of Georgia
to increase the Mental Health Court Budget by $5,000.
(Approved by Finance Committee July 9, 2012)
Background:The Mental Health Court wishes to utilize State funds for general
office supplies ($1,000), education and training (2,000), and travel
($2,000). Judge Blanchard is requesting an increase in the budget
to accommodate the receipt and expenditure of State funds.
Analysis:Approval of Commission is required due to an increase in the
budget amount.
Financial Impact:The State funds have been deposited in account
#101000000/3411410. No additional county funds are required.
Alternatives:Return State money.
Recommendation:Approve acceptance and expenditure of State funds by increasisng
the budget $5,000.
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 31
Commission Meeting Agenda
7/17/2012 5:00 PM
Project to identify and collect undiscovered revenue
Department:Planning and Development
Caption:Motion to approve the use of a consultant to identify and collect
previously undiscovered Occupational Tax revenue (business
license fee), subject to identifying funds to cover costs outside the
contract and subject to Commission approval of a
contract. (Approved by Finance Committee July 9, 2012)
Background:See Attachment
Analysis:See Attachment
Financial Impact:See Attachment
Alternatives:See Attachment
Recommendation:For discussion
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Cover Memo
Item # 32
EVALUATION OF A PROPOSAL TO IDENTIFY AND COLLECT UNDISCOVERED
LICENSE AND OTHER REVENUE
MAY 15, 2012
Staff has been pursuing the hiring of a “headhunter” to identify and collect undiscovered revenue
in all of the various categories which are the responsibility of the Planning and Development
Department except those related to permitting and construction since the Commission retreat on
July 13, 2011. In doing so we solicited for consultants through Procurement in a way that
encouraged prospects to suggest methodologies that had been successful in other areas, with the
restriction that all fees would have to be paid from newly discovered and collected revenue per
the action of the Commission on October 18, 2011.
Prior to and during the solicitation process we received numerous inquiries but only one
prospective consultant submitted a proposal. Their concept for the project was very detailed and
they had a number of examples of where they had successfully performed the service that we
have requested. As we did due diligence on a suggested contract with them we identified
numerous issues and potential problems, most of which we have been able to work through. In
some cases after careful examination and collaboration with our Legal and Finance Departments,
we informed the prospective consultant that certain provisions were not feasible. In some cases
we were able to make accommodations or adjustments. Attachment A is a chronology of this
initiative to date.
The process of working through issues and potential problems with the proposed contract has
been ongoing since our first meeting with the consultant on February 17, 2012. On May 4 staff
discussed the remaining issues with the Administrator, Assistant Administrator, Legal, and
Finance. It was the decision of the group that the salient information should be presented to the
Commission so that a policy decision could be made as to how to go forward with the contract
given the uncertainty and potential for unintended consequences that remain.
It is our belief that the prospective consultant has suggested a reasonable approach that could
yield significant undiscovered revenue. They have indicated that they would have to collect at
least $300,000 to make the venture profitable for them. They have explained how and where
some of this new revenue would be found and that has caused some concern. Our conversations
with the consultant and some things that have happened independently have also caused staff to
believe that we could make a successful effort to enhance revenue without their services.
The first major area of concern is that the consultant revealed that colleges, hospitals,
government institutions, and industries typically have numerous individuals, LLC’s, and other
entities which technically should have individual business licenses but are not detected by local
governments. Examples would be government employees who do independent research, 1099
support services located within the exempt or parent entities, contractors and subcontractors, and
independent professionals such as doctors and teachers who operate within the institutions. We
do not currently make an effort to seek out this potential revenue and calls to Athens and Macon
indicate that they also do not pursue them. The concern here is for the impact upon our
relationship with such entities with the consultants going into them, knocking on doors, and
Attachment number 1 \nPage 1 of 5
Item # 32
making three increasingly aggressive contacts seeking revenue – something we would not be
able to control once they are under contract.
The second major area of concern has to do with the collection of various fees and excise taxes
which are revenues collected by the License Division. One staff member is assigned to auditing
these revenue sources in addition to his other duties. Selectively auditing more of these sources
would undoubtedly discover some additional revenue. The revenue from some of these fees and
taxes is directed to outside entities by the Augusta Code, such as the excise tax for hotels and
motels which is dedicated by the code to the Coliseum Authority, Convention and Visitors
Bureau, Augusta Museum, and the Lucy Craft Laney Museum. Newly discovered and collected
revenue in this category would not enhance the general fund. In addition we do not believe that
the 40% fee for additional revenue collected by the consultant could be taken directly from the
proceeds of the discovery due to the code provisions. There are several possible solutions to this
problem, but it is also possible that the fees (which could be substantial) would have to come
from the general fund, which would violate the stipulation of the Commission’s October 18
approval that all fees would have to be taken from newly discovered and collected revenue. It is
also of concern that the details of the excise tax such as calculations, processing, due dates, etc.
are all very complicated and could easily lead to disagreement and contract disputes between the
city and the consultant.
The third area of concern relates to costs that the city would have to incur outside the contract to
support the consultant. In addition to being committed to working with the consultant to set up
their software application to match our billing and collecting business rules, which will take
hundreds, if not thousands, of man hours, the main costs that we have identified relate to
extracting our license data in a form that it can be used by the consultant and importing their data
in a form that can be used by our software application. If these IT expenditures are made, there
would likely also have to be many hours spent by IT and Planning staff auditing and correcting
data after it has been imported. There would be three types of fees to be paid to M S Govern, our
software provider, according to IT:
· Extracting data from our system – probably thousands of dollars
· Conversion programs to input the consultant’s data into our system – probably tens of
thousands of dollars; and
· Configuration assistance, also probably tens of thousands of dollars
In addition to the concerns related to unintended consequences and additional costs, our
researching of the options, development of the RFQ, and conversations with the prospective
consultant have revealed a number of opportunities for staff to enhance revenue without the
assistance of a consultant. Here are five of these opportunities:
· Increase gross revenue brackets. The occupational tax a business pays is based upon
their gross revenue and the “profitability index” of the type of business. Because the
gross revenue is lumped into only a few brackets, a large increase in revenue may mean
very little difference in the amount of this occupational tax. Increasing the number of
brackets would definitely capture additional revenue.
Attachment number 1 \nPage 2 of 5
Item # 32
· Compare data bases. The occupational tax data base could be compared to other data
bases to identify businesses that are not paying the tax. Such other data bases are
Augusta Utilities, Augusta Environmental Services, Georgia Power, and Georgia
Department of Revenue. In the past we have been unable to utilize the Georgia Power
data base, but that has recently been resolved. We are currently arguing with the GDOR
about gaining access to their list of businesses collecting sales tax in Augusta.
· Search for noncompliant businesses which operate under the umbrella of a college,
hospital, government institution or industry. As stated previously, there are probably
many doctors, teachers, researchers and subcontractors who are not technically
employees of an umbrella entity which is itself exempt from the occupational tax. There
are several noninvasive ways that we could attempt to identify them to recover this
revenue.
· An iphone/ipad application could be written by IT that would allow an inspector to stand
in any location and view on a map every business license record within any distance
selected. If businesses are present that are not shown on the map, then they may not have
a license.
· Local audit firms could be employed to perform additional audits under the supervision
of the Department’s auditor.
We have negotiated the unacceptable provisions out of the draft contract with the prospective
consultant and we could have a contract on the next committee agenda for the services that we
initially solicited. That contract would undoubtedly result in the discovery/recovery of some
unknown amount of revenue. We would pay the consultant 35–40% during the contract period
and we would receive 100% of the increased occupational taxes and fees thereafter. We believe
that there would be unintended consequences as cited previously of an unknown magnitude.
A second option would be to enter a contract with the consultant that is limited to the
occupational tax and alcohol licensing. This would eliminate their involvement in collecting the
other fees and excise taxes where we see difficulties expressed previously and where much of the
discovered revenue would not affect the general fund.
A third option would be to negotiate a contract with the consultant to serve in an advisory
capacity on the basis of an hourly rate. This has not been considered in detail but we believe that
this option would recover more revenue than the cost of the services and introduce new methods
to the staff.
The fourth option would be to not contract with the consultant, but to pursue enhanced revenue
on the basis of knowledge gained during the past nine months. The new organizational structure
has a Deputy Director of Licensing and Code Enforcement as well as a License Manager focused
on revenue collections and enforcement. They could provide a detailed proposal at the next
committee meetings.
Attachment number 1 \nPage 3 of 5
Item # 32
In conclusion, Staff will work diligently to make any of the above options a success. We want
the Administrator and the Commission to have the facts presented herein and propose whatever
level of input is desired in the making of a decision on how to proceed.
Attachment number 1 \nPage 4 of 5
Item # 32
ATTACHMENT A
REVENUE DISCOVERY/RECOVERY TIMELINE
July 13, 2011 Commission retreat, budget proposals made including hiring a
“headhunter” to identify and collect license revenue
July 14-August 31 I discussed the concept with GMA, ACCG, and three consultants who
contacted me. One of them was highly recommended by a local source,
and I asked that person to submit a draft scope of services. In the end I
wrote a scope from ideas from each potential consultant.
August 31 Sent a request to various departments asking for input. Talked to
procurement and was asked to have the concept approved by committee.
September 7 Sent the draft scope to various departments asking them to review it – no
response
September 16 Sent agenda item to Clerk of Administrative Services to approve the
concept as directed by procurement.
September 26 Item was deferred to next meeting by Administrative Services Committee.
October 10 Approved by the Administrative Services Committee
October 18 Approved by the Augusta Commission
October 21 Submitted the scope of service to Procurement, asked for a quick
turnaround.
January 13, 2012 Invitation for bids issued
February 10, 2012 Bids opened, only 1 received
February 17, 2012 First meeting with lone bidder in Augusta
Feb. 18-May 4, 2012 Due diligence regarding the proposal by the lone bidder. Numerous
potential problems were identified and investigated
May 4, 2012 Presentation to Fred, Tameka, Finance, and Legal. Decision to present
facts to the Commission ASAP
May 29, 2012 Presentation to Committee
Attachment number 1 \nPage 5 of 5
Item # 32
Attachment number 2 \nPage 1 of 2
Item # 32
Attachment number 2 \nPage 2 of 2
Item # 32
Commission Meeting Agenda
7/17/2012 5:00 PM
2011 Audit Report
Department:Finance
Caption:Receive as information the results of the 2011 financial audit.
Background:As part of the annual financial audit the results of the audit are
presented to the commission by our audit firm Mauldin & Jenkins.
Analysis:
Financial Impact:
Alternatives:none
Recommendation:receive as information
Funds are Available
in the Following
Accounts:
n/a
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 33
Commission Meeting Agenda
7/17/2012 5:00 PM
RFP 12-117 Forensic Audit
Department:Finance
Caption:Motion to approve tasking the Procurement Department to
prepare an addendum to the bid for a forensic financial audit to
include the narrowed scope of work in the four identified areas
and receive responses from the twelve previously prequalified
companies with pricing for staff evaluation. (No
recommendation from Finance Committee July 9, 2012)
Background:Per Commission directive on December 20, 2011. The Forensic
Financial Audit was published:
Augusta Chronicle February 2, 9, 16, 23, 2012
Metro Courier February 8, 2012
A Mandatory Pre-Proposal Conference / Teleconference will be
held on Friday, March 23, 2012 @ 3:00 p.m. in the Procurement
Department, 530 Greene Street, Augusta
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Cover Memo
Item # 34
Attachment number 1 \nPage 1 of 1
Item # 34
Attachment number 2 \nPage 1 of 1
Item # 34
Attachment number 3 \nPage 1 of 2
Item # 34
Attachment number 3 \nPage 2 of 2
Item # 34
Attachment number 4 \nPage 1 of 1
Item # 34
Commission Meeting Agenda
7/17/2012 5:00 PM
Approve award to HDR Engineering, Inc.;reference RFQ #11-080: Engineering Services for Leak
Detection Study
Department:Augusta Utilities Department
Caption:Motion to approve contract award to HDR Engineering, Inc.
for Leak Detection Services in the amount of $160,670.00.
Request for Qualifications RFQ #11-080.
Background:The Augusta Utilities Department, as part of its Water
Conservation Program, is seeking information on the loss of water
through a leak detection study. Augusta Utilities Department is
seeking to have a comprehensive water leak detection survey
using state of the art sonic detection and computer correlation
equipment. The scope of the services includes a leak detection
survey, a professional assessment document outlining the
findings, a prioritized recommendation of improvements, and a
final report of the study.
Analysis:Augusta Utilities Department has evaluated the proposal made by
HDR Engineering.AUD determined that the proposal is fair and
reasonable to accomplish the tasks imposed by the scope of the
leak detection study.
Financial Impact:$160,670.00, under account number 507043490-5212999 /
81100010-5212999
Alternatives:Rejection of this award of the Leak Detection Study would delay
the Augusta Utilities Department ability to expedite the current
stipulations of Water Conservation Program of the department.
Recommendation:Recommend Commission approve the award to HDR
Engineering, Inc. in reference to RFQ #11-080: Engineering
Services for: Leak Detection Study for the City of Augusta -
Augusta Utilities Department in the amount of $160,670.00
Funds are Available
in the Following $160,670.00 from account 507043490-5212999 / 81100010-
5212999 Cover Memo
Item # 35
Accounts:
REVIEWED AND APPROVED BY:
Finance.
Procurement.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 35
1100 Peachtree St NE Ph (404) 815-1212
Suite 400 Fx (404) 815-3107
Atlanta, GA 30361 www.hdrinc.com
November 28, 2011
Mr. Tom Wiedmeier, P.E., Director
Augusta Utilities Department 360 Bay Street, Suite 180
Augusta, GA 30901
Re: Leak Detection Services Proposal
Dear Mr. Wiedmeier, After meeting with you on October 13, 2011, and discussing various approaches to conducting a leak
detection survey in the Augusta Utilities Department’s (AUD) water transmission and distribution system, the HDR Team followed up with AUD staff to gather pertinent information to develop a plan to meet AUD’s
goals of successfully reducing its non-revenue water.
Attached you will find the proposed scope and fee to conduct the leak detection services on the areas that
were discussed during our meeting. Please feel free to contact me at 678-357-0353 if you have any questions regarding the attached scope and fee.
Best regards,
HDR ENGINEERING, INC.
L. Russell Pennington, P.E.
Associate Vice President
Attachment number 1 \nPage 1 of 4
Item # 35
Augusta Utilities Department
Leak Detection Study – Phase 1
11/21/11
HDR Engineering Inc. (ENGINEER) has been requested by the City of Augusta Utilities
Department (OWNER) to perform a leak detection study for a portion of their service area. The
first phase of the study will incorporate leak detection in water pressure zones 433 and 330,
which was calculated from GIS data to be 253 miles of pipe. The study will include evaluation
of existing water production and consumption data, leak detection field services, survey results,
draft and final reports. These items comprise the PROJECT as defined in more detail below.
1. Project Kick-Off Meeting: A project kick-off meeting will be held to discuss the scope of
the project, schedule, introduce field crews to the appropriate OWNER staff, and to
answer logistical questions and establish the chain of communications.
2. Evaluate Existing Data: ENGINEER will evaluate 5 years worth of water production and
consumption data to estimate the amount of non-revenue water the OWNER has
historically experienced. This data will include water produced from all sources,
quantities of water delivered to wholesale customers and billed water per month.
3. Develop Field Maps: The ENGINEER will develop field maps to facilitate field survey
activities. These maps will include pipe sizes, materials and locations of pipes, meters,
hydrants, plants, pump stations and other pertinent information from the OWNER’s GIS
data. These maps will be used to develop field reports as described below.
4. Field Survey: The leak detection field survey will be conducted by ADS Environmental
Services (ADS). Leak correlation equipment will be used to perform leak detection. This
will enable the location and size of the leak to be determined. Every confirmed leak will
have its coordinates and listening points surveyed, which will be documented in a GIS
database. Electronic field reports of all leaks will be developed on a weekly basis,
showing the location of leaks, leak classification and estimated water loss. Weekly
tailgate meetings will be held between the ENGINEER and OWNER to discuss progress,
projected work, any issues or problems, and to exchange field reports. Survey results will
be reported to the OWNER immediately if a leak is identified to have a leakage rate
greater than 10 gallons per minute.
5. Monthly Progress Meetings: Monthly progress meetings will be held to compare current
activities to the previous month’s activities, and to discuss any survey, traffic or other
related issues.
6. Draft Report, Review Meeting and Final Report: A draft report summarizing the results
of the study will be prepared and four (4) copies will be submitted to the OWNER for
review. A review meeting between the ENGINEER and OWNER will be held and
comments from the meeting incorporated into a final report. Six (6) copies of the final
report will be submitted to the OWNER. The GIS database of surveyed leak locations
will be provided to the OWNER electronically to assist in adding this information to the
OWNER’s GIS system.
Attachment number 1 \nPage 2 of 4
Item # 35
7. Training: Training will be provided for the OWNER to assist their staff in locating leaks.
One week of training at the start-up of the project has been included in this scope.
8. Fee Estimate: The fee for this PROJECT is $160,670, which includes mobilization and
assumes that the areas selected for this initial phase of leak detection contain the greatest
number of leaks in the distribution system. Leak Detection Services will be provided on
a Lump Sum basis. If additional services are needed for the field crew they will be
provided at a daily rate of $1,353. This assumes the crew is already mobilized on site.
9. The ENGINEER will complete Tasks 1 through 5 and submit the draft report
approximately 150 days from the Notice to Proceed. A final report will be issued two
weeks following receipt of comments from the OWNER on the draft report.
Attachment number 1 \nPage 3 of 4
Item # 35
Page 1 CWS Cost to CompleteProjectII revised4.xls
Task Total Total Total
Description QC PM PE CAD ADM GIS Total Labor Travel Co/Ma Equip Subs Misc Expense Fee
Project Management
Admin/Accounting 6 6 12 1,303 44 44 1,497
Subtotal 0 6 0 0 6 0 12 1,303 0 0 44 0 0 44 1,497
Leak Detection Survey
Project Kick-off Meeting 8 8 16 2,191 300 59 359 2,834
Gather data and analyze water production/usage 16 16 1,795 59 59 2,060
Develop field maps 4 2 16 22 2,443 75 81 156 2,888
Field work, training and weekly field meetings 2 2 8 12 1,445 44 121,892 44 123,547
Monthly Progress Meetings 16 24 40 5,054 500 148 648 6,335
Develop and update GIS leak location log 2 8 24 34 3,635 126 126 4,178
Draft Report 8 4 32 8 24 76 8,191 350 281 631 9,802
Review Meeting 8 8 1,181 150 30 180 1,511
Final Report 2 24 4 16 46 4,894 350 170 520 6,016
Subtotal 18 46 114 0 12 80 270 30,829 950 775 999 121,892 0 2,724 159,173
Total 18 52 114 0 18 80 282 32,132 950 775 1,043 121,892 0 2,768 160,670
Daily Rate for Additional Services 1,353
Augusta Leak Detection Study Proposal
Manhour Forecast (Hrs)Expenses
Attachment number 1 \nPage 4 of 4
Item # 35
REQUEST FOR QUALIFICATIONS
Request for Qualifications will be received at this office until Wednesday, January 12, 2011 @ 3:00 p.m. FOR
FURNISHING:
RFQ Item #11-054 Water and Wastewater System Master Plan for Utilities Department
RFQ Item #11-055 Utility Business Plan for Utilities Department
RFQ Item #11-056 Water and Wastewater Rate Study for Utilities Department
RFQ Item #11-059 Watershed Assessment/Source Water Assessment Plan for Utilities
Department
RFQ Item #11-077 Emergency Response Plan for Utilities Department
RFQ Item #11-080 Leak Detection Study for Utilities Department
RFQs will be received by: The Augusta Commission hereinafter referred to as the OWNER at the offices of:
Geri A. Sams, Director
Augusta Procurement Department
530 Greene Street - Room 605
Augusta, Georgia 30901
RFQ documents may be examined at the office of the Augusta, GA Procurement Department, 530 Greene Street
– Room 605, Augusta, GA 30901. All questions must be submitted in writing to the office of the
Procurement Department by Tuesday, December 28, 2010 @ 5:00 p.m. by fax at 706-821-2811 or by email
@ procbidandcontract@augustaga.gov. No RFQ will be accepted by fax, all must be received by mail
or hand delivered.
The local bidder preference program is applicable to this project. To be approved as a local bidder and
receive bid preference on an eligible local project, the certification statement as a local bidder and all
supporting documents must be submitted to the Procurement Department with your bonafide bid
package.
No RFQ may be withdrawn for a period of 90 days after time has been called on the date of opening.
An invitation for bids shall be issued by the Procurement Office and shall include specifications prepared in
accordance with Article 4 (Product Specifications), and all contractual terms and conditions, applicable to the
procurement. All specific requirements contained in the invitation to bid including, but not limited to, the number
of copies needed, the timing of the submission, the required financial data, and any other requirements
designated by the Procurement Department are considered material conditions of the bid which are not waiveable
or modifiable by the Procurement Director. Please mark RFQ number on the outside of the envelope.
Bidders are cautioned that sequestration of RFQ documents through any source other than the office of the
Procurement Department is not advisable. Acquisition of RFQ documents from unauthorized sources places the
bidder at the risk of receiving incomplete or inaccurate information upon which to base his qualifications.
Disadvantage Business Enterprise (DBE) Augusta-Richmond County, Georgia does not operate a DBE,
MBE or WBE Program for Augusta funded projects, as a Federal Court has entered an Order enjoining the
Race-Based portion of Augusta’s DBE Program. Instead Augusta operates a Local Small Business
Opportunity Program. However, for various projects utilizing the expenditure of State or Federal funds,
Augusta enforces DBE requirements and/or DBE goals set by the Federal and/or State Agencies in
accordance with State and Federal laws.
GERI A. SAMS, Procurement Director
Publish:
Augusta Chronicle December 2, 9, 16, 23, 2010
Metro Courier December 8, 2010
cc: Tameka Allen Interim Deputy Administrator
Tom Wiedmeier Utilities Department
Drew Goins Utilities Department
Attachment number 2 \nPage 1 of 1
Item # 35
VENDORS Attachment B Bidders Form
Addendums
1 & 2 Original 7 Copies
Shaw Environmental & Infrastructure
11560 Great Oaks Way Ste 500
Alpharetta GA 30022
YES YES YES YES YES
HDR Engineering Inc
1201 Peachtree Street NE
Atlanta GA 30361
YES YES YES YES YES
W.K. Dickson
1450 Greene Street, Ste 225
Augusta GA 30901
YES YES YES YES YES
Wachs Valve & Hydrant Services LLC
801 Asbury Drive
Buffalo Grove, IL 60089
YES YES YES YES YES
Woolpert
375 Northridge Road Ste 100
Atlanta GA 30350
YES YES YES YES YES
Zel Engineers
435 Telfair Street
Augusta GA 30901
YES YES YES YES YES
Gannett Fleming
301 South McDowell Street Ste 1008
Charlotte NC 28204
Utilities Services Associates
919 SW 150th Street Ste B
Burien WA 98166
Black & Veatch
11401 Lamar Avenue
Overland Park KS 66211
Heery International
999 Peachtree Street, NE Ste 300
Atlanta, GA 30309
Jacobs Engineering Group Inc
6801 Governors Lake Pkwy Bldg 200
Norcross, GA 30071
Parsons Brinckerhoff
3340 Peachtree Road, NE Ste 2400 Tower
Place 100
Atlanta GA 30326
Woodard & Curran
2905 Premiere Parkway Ste 175
Duluth GA 30097
SUBMITTED NO BID RESPONSE
RFQ Item #11-080
Leak Detection Study
for the City of Augusta - Utilities Department
RFQ Due: Wednesday, January 26, 2011 @ 11:00 a.m.
SUBMITTED NO BID RESPONSE
SUBMITTED NO BID RESPONSE
SUBMITTED NO BID RESPONSE
SUBMITTED NO BID RESPONSE
Non-Compliant
Attachment B Missing Notary Seal
Non-Compliant
Missing E-Verify Number
Missing Business License Info
Page 1 of 1
Attachment number 3 \nPage 1 of 1
Item # 35
Attachment number 4 \nPage 1 of 1
Item # 35
Attachment number 5 \nPage 1 of 5
Item # 35
Attachment number 5 \nPage 2 of 5
Item # 35
Attachment number 5 \nPage 3 of 5
Item # 35
Attachment number 5 \nPage 4 of 5
Item # 35
Attachment number 5 \nPage 5 of 5
Item # 35
Attachment number 6 \nPage 1 of 2
Item # 35
Attachment number 6 \nPage 2 of 2
Item # 35
Evaluation Criteria PTS
Shaw Environmental
& Infrastructure
11560 Great Oaks
Way Ste 500
Alpharetta GA 30022
HDR Engineering Inc
1201 Peachtree
Street NE
Atlanta GA 30361
W.K. Dickson
1450 Greene Street,
Ste 225
Augusta GA 30901
Wachs Valve &
Hydrant Services
LLC
801 Asbury Drive
Buffalo Grove, IL
60089
Woolpert
375 Northridge Road
Ste 100
Atlanta GA 30350
Zel Engineers
435 Telfair Street
Augusta GA 30901
1. Firms experience and
performance on projects of
similar size and scope 25
22.0 21.7 23.3 20.7 19.3 15.0
2. Firms Quality Control,
Quality Assurance and Project
Tracking 20
17.0 17.0 17.0 15.3 17.0 17.0
3. Project Approach and
Understanding 25 22.0 21.0 21.7 21.0 20.3 15.7
4. Qualifications, experience,
references and availability of
Key Staff 25
21.0 20.0 21.3 19.7 19.0 16.7
5. Proximity to Area 5 2.7 3.3 5.0 2.3 3.3 5.0
Total 100 84.7 83.0 88.3 79.0 79.0 69.3
2 3 1
2.7 1.0 2.3
Cumulative Evaluation Sheet - RFQ Item #11-080
Leak Detection Study
for the City of Augusta - Utilities Department
Shortlisted
Presentation - Scored in order of
preferences. The highest
ranked firm receiving a 1
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5
Commission Meeting Agenda
7/17/2012 5:00 PM
Approve the 2013 Solid Waste Collections Contract
Department:Environmental Services
Caption:Motion to approve the 2013 Solid Waste Collections Contracts
with Advanced Disposal Services and Inland Services
Corporation.
Background:In the early 2000’s Augusta chose to implement mandatory trash
collection service to residents in Augusta. As the years progressed,
and contracts were continued, the service levels changed and the
area that received serviced expanded. We are currently in the final
extension period of the current contract – and that has been
extended on a purely month-to-month basis with our current
service providers. In 2011, Augusta released RFP 11-112 – Solid
Waste and Recyclables Collection Services, to which there were
four (4) compliant respondents.
Analysis:The four compliant respondents were scored and based upon that
scoring; contract negotiations were entered. During those
negotiations, it became apparent that Augusta had two basic
options for service – one company performing collection services
for the entire county, or dividing the service area into two areas
and allow two companies to provide services. At the recent
Commission meetings, it was the will of the body that the service
area be awarded to two companies and one-time-per-week trash
services be offered. In addition, an incentive-based recycling
program was included as well. At this time, and per the body’s
instruction, the Department is providing and requesting approval
of the Solid Waste Collections Contract for 2013. The Contract
provides for very detailed daily service-level data to be provided
electronically by each provider which will allow the Department
to know and verify whether service was provided at a specific
address. In addition, all the trash collection vehicles will operate
on compressed natural gas, and have increased safety devices such
as backup alarms which adjust to be louder than the surrounding
background noise. The Contract also provides for the incentive-
based recycling program (Recycle Perks) as requested by the
Commission; and one-time per week trash collection services with
variable cart sizes, and a comprehensive marketing and
communication campaign to allow the Department to
Cover Memo
Item # 36
communicate and notify our customers of changes to their
services.
Financial Impact:Our budgeted rate for 2012 is $320 per year and we believe that
rate should be appropriate for the new contract starting in 2013.
Alternatives:1. Approve the Contract. 2. Do not approve the Contract.
Recommendation:Alternative 1.
Funds are Available
in the Following
Accounts:
542-04-4110/5222110
REVIEWED AND APPROVED BY:
Finance.
Procurement.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 36
REQUEST FOR PROPOSALS
Request for Proposals will be received at this office until Wednesday, April 27, 2011 @ 3:00 p.m. for furnishing:
RFP Item #11-112 Solid Waste & Recyclable Collection Services for Solid Waste Department
RFPs will be received by: The Augusta Commission hereinafter referred to as the OWNER at the offices of:
Geri A. Sams, Director
Augusta Procurement Department
530 Greene Street - Room 605
Augusta, Georgia 30901
RFP documents may be viewed on the Augusta Richmond County web site under the Procurement Department
ARCbid. RFP documents may be obtained at the office of the Augusta, GA Procurement Department, 530
Greene Street – Room 605, Augusta, GA 30901. A Mandatory Pre-Proposal Meeting will be held on Friday,
April 1, 2011 @ 11:00 a.m. in the Procurement Department 530 Greene Street, Room 605. All questions must
be submitted by fax at 706 821-2811 or by email to procbidandcontract@augustaga.gov by Monday,
April 11, 2011 @ 5:00 p.m. No RFP will be accepted by fax, all must be received by mail or hand delivered.
The local bidder preference program is applicable to this project. To be approved as a local bidder and
receive bid preference on an eligible local project, the certification statement as a local bidder and all
supporting documents must be submitted to the Procurement Department with your bonafide bid
package.
No RFP may be withdrawn for a period of 120 days after time has been called on the date of opening.
An invitation for bids shall be issued by the Procurement Office and shall include specifications prepared in
accordance with Article 4 (Product Specifications), and all contractual terms and conditions, applicable to the
procurement. All specific requirements contained in the invitation to bid including, but not limited to, the number
of copies needed, the timing of the submission, the required financial data, and any other requirements
designated by the Procurement Department are considered material conditions of the bid which are not
waiveable or modifiable by the Procurement Director. Please mark RFP number on the outside of the envelope.
Bidders are cautioned that sequestration of RFP documents through any source other than the office of the
Procurement Department is not advisable. Acquisition of RFP documents from unauthorized sources places the
bidder at the risk of receiving incomplete or inaccurate information upon which to base his qualifications.
Funding for this project may include federal funds provided by the U. S. Department of Transportation (DOT)
and/or other federal agencies. All DOT funded projects are subject to the requirements of 49 CFR Part 26.
These requirements are mandatory and non-negotiable. Augusta enforces Disadvantage Business Enterprise
(DBE) requirements and/or DBE goals set by Federal and/or State Agencies in accordance with State and
Federal laws. Please be advised that the U. S. District Court for the Southern District of Georgia has entered
on Order enjoining the Race-Based portion of Augusta, Georgia’s DBE Program. Thus, Augusta, Georgia
does not have or operate a DBE, MBE or WBE Program for projects (or portions of projects) having Augusta,
Georgia s the source of funding.
GERI A. SAMS, Procurement Director
Publish:
Augusta Chronicle March 10, 17, 24, 31, 2011
Metro Courier March 16, 2011
cc: Tameka Allen Interim Deputy Administrator
Mark Johnson Solid Waste
Lori Videtto Solid Waste
Attachment number 1 \nPage 1 of 1
Item # 36
RFP Item #11-112
Solid Waste Recyclables Collection Services
for the City of Augusta - Solid Waste Department
RFP Due: Thursday, June 23, 2011 @ 3:00 p.m.
VENDORS Attachment B Bidders
Form Bid Bond Addendums
1 - 6 Original 6 Copies Fee Proposal
Advanced Disposal
5734 Columbia Road
Grovetown GA 30813
YES YES YES YES YES YES YES
Inland Service Corp
1561 Doug Barnard Pkwy
Augusta GA 30906
YES YES YES YES YES YES YES
Waste Management
208 Prep Phillips Drive
Augusta GA 30901
YES YES YES YES YES YES YES
Waste Pro
1405 Danielsville Road
Athens GA 30601
YES YES YES YES YES YES YES
Berry Smith Sanitation
1308 New Savannah Road
Augusta GA 30901
A-1 Sanitation Service
3452-B Peach Orchard Road
Augusta GA 30906
Metro-Waste
1824 Wylds Road Suite A5
Augusta GA 30909
Republic Services, Inc.
84 Clifton Blvd
Savannah GA 31408
Veolia ES Solid Waste
1101 Hawkins Street
Valdosta GA 31601
Augusta Disposal
Po Box 334
Evans GA 30809
Choice Environmental
2860 State Road 84
Fort Lauderdale, FL 33312
Clean Energy
3988 Shadow Loch Drive
Suwanee GA 30024
Coleman Sanitation
3010 Georgia Road
Augusta GA 30906
Columbia Waste
1064 Franke Industrial Boulevard
Augusta GA 30901
Dorado Services Inc
195 W Seminole Boulevard
Sanford FL 32771
Gallop & Associates
2911 Point West Drive
Augusta GA 30909
Inland Service Corp
1561 Doug Barnard Pkwy
Augusta GA 30906
Precision Waste Services
Po Box 446
Thomson GA 30824
Richmond Waste Inc
Po Box 6887
Augusta GA 30916
Submitted No Bid Response
Submitted No Bid Response
Submitted No Bid Response
Submitted No Bid Response
Non-Compliant
Attachment B missing E-Verify Number
Page 1 of 2
Attachment number 2 \nPage 1 of 2
Item # 36
RFP Item #11-112
Solid Waste Recyclables Collection Services
for the City of Augusta - Solid Waste Department
RFP Due: Thursday, June 23, 2011 @ 3:00 p.m.
VENDORS Attachment B Bidders
Form Bid Bond Addendums
1 - 6 Original 6 Copies Fee Proposal
Schaefer Systems
4235 Marsh Landing Blvd Apt 432
Jacksonville Beach FL 32250
Spartan Waste
3668 Sterling Ridge Way
Decatur GA 30032
Unity Disposal & Recycling Llc
14862 Old Gunpowder Road
Laurel MD 20707
Waste Industries
2699 Cochran Industrial Blvd
Douglasville GA 30134
World Waste Recycling Inc
3547 Nw 49th Street
Miami FL 33142
Page 2 of 2
Attachment number 2 \nPage 2 of 2
Item # 36
Evaluation Criteria
PTS
Advanced Disposal
5734 Columbia Road
Grovetown GA 30813
Inland Service Corp
1561 Doug Barnard Pkwy
Augusta GA 30906
Waste Management
208 Prep Phillips Drive
Augusta GA 30901
Waste Pro
1405 Danielsville Road
Athens GA 30601
1. Staffing 10 6 6 9 7
2. Experience 20 14 17 17 14
3. Available Resources 10 8 8 8 8
4. Financial Stability
&Financial Statement 10 6 4 9 7
5. Implementation Plan 5 3 3 5 4
6. Customer Service Procedures 5 2 3 5 4
8. Litigation History 5 4 4 5 4
9. Criminal Convictions /
Environmental iolations 5 5 5 5 5
10. Cost for Service 10 10 8 4 6
11. Other Benefits to the
County 15 3 7 5 0
11. Proximity to Area
Within Augusta 5 pts
Within the CSRA 4 pts
Within Georgia 3 pts
Within Southeast US 2 pts
All Others 1 pt
5 4 5 5 3
TOTAL 100 64 71 77 62
Cumulative Evaluation Sheet - RFP Item #11-112
Solid Waste & Recyclables Collection Services
For The City of Augusta – Solid Waste Department
Comments:
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AUGUSTA, GEORGIA SOLID WASTE AD 1
RECYCLABLES COLLECTIO AGREEMET 2
3
THIS AGREEMENT (the "Agreement") is effective as of the day of ____________ ___, 2012 (the 4
"Effective Date"), with the first day of service being April 1, 2013 (the “Starting Date”) by and between 5
Augusta, Georgia, a political subdivision of the state of Georgia (hereinafter referred to as the "Augusta"), 6
and ______________, a _________ corporation doing business as _________________ (hereinafter 7
referred to as "Contractor"). 8
9
WHEREAS, Augusta, Georgia owns and operates a Subtitle D and inert landfill known as Deans Bridge 10
Road Landfill; and 11
12
WHEREAS, the Deans Bridge Road Landfill is the destination for the solid waste to be collected under 13
this Agreement; and 14
15
WHEREAS, Augusta desires the Contractor to provide Residential Units with Residential Garbage, 16
Recyclables, Yard Waste and Bulky Waste collection to its citizens; and 17
18
WHEREAS, Augusta desires the Contractor to provide Designated Non-Residential Locations with 19
Residential Garbage and Recyclables, collection to its citizens; and 20
21
WHEREAS, Augusta desires the Contractor to provide Unoccupied Locations with Yard Waste and 22
Bulky Waste collection to its citizens; and 23
24
WHEREAS, the Contractor desires to provide such solid waste and recyclables collection services; and 25
26
WHEREAS, Augusta desires the Contractor to provide vehicles that operate solely on compressed natural 27
gas (hereinafter referred to as “CNG”); and 28
29
WHEREAS, Augusta desires to provide the Contractor with CNG; and 30
31
WHEREAS, the Contractor agrees to purchase CNG from Augusta; and” 32
33
WHEREAS, all parties hereto desire to set forth the rights and obligations of the parties in this 34
Agreement. 35
36
NOW, THEREFORE, in consideration of the promises, the mutual premises and the compensation as 37
defined below and other good and valuable consideration, the parties hereto hereby agree as follows: 38
39
40
SECTIO 1 - DEFIITIOS 41
42
For the purpose of this collection services contract, hereinafter referred to as "Contract", the definitions 43
contained in this Section shall apply unless otherwise specifically stated. When not inconsistent with the 44
context, words used in the present tense include the future, words in the plural include the singular, and 45
words in the singular include the plural. To the extent the definitions contained herein conflict with 46
similar definitions in any federal, state or local law, the definition in the Contract shall prevail. Use of the 47
masculine gender shall include the feminine gender. The word "shall" is always mandatory and not 48
merely discretionary. 49
50
Attachment number 8 \nPage 1 of 73
Item # 36
Page 2 of 73
Solid Waste & Recyclables Collection
Augusta, GA
Area Miss means missed collection involving one hundred (100) or more Residential Units, Designated 51
Non-Residential Locations, and Unoccupied Locations in the Designated Collection Area on one 52
collection day. 53
54
Appliances see White Goods. 55
56
Building Material see Construction Debris. 57
58
Bulky Waste means large items of solid waste such as furniture, mattresses, and other items too large for 59
the Roll-Out Cart, including any oversized wastes whose large size precludes or complicates their 60
handling by normal solid waste collection. Bulky Waste as defined here shall include property owner or 61
tenant generated building materials. Bulky Waste is divided into two (2) distinct categories; a) piles less 62
than 10 cubic yards; and b) piles 10 cubic yards or greater. 63
64
Carry-Out Collection means special handling service provided to those individuals unable to place their 65
Residential Garbage or Recyclables curbside for collection due to Physical Impairment and where no 66
person(s) capable of placing the Residential Garbage or Recyclables curbside resides at the dwelling. 67
Carry-Out Collection services are not available for Yard Waste or Bulk Waste. In no event will the 68
quantity of persons receiving Carry-Out Collection services exceed three percent (3%) of the total 69
Residential Units located within the Designated Collection Area. Carry-Out Collections shall be limited 70
to a maximum of 200 feet from the public right of way. 71
72
Collection Schedule means the days of collection authorized by the Contract. 73
74
Collection Services means Residential Garbage, Recyclables, Yard Waste and Bulky Waste collection, as 75
described herein. 76
77
Construction Debris means waste building materials resulting from construction, remodeling, repair, or 78
demolition operations. 79
80
Contract means this Agreement as executed for the provision of solid waste collection services in 81
Augusta, including all of the provisions, responsibilities, procedures, remedies, and attachments without 82
exception. 83
84
Contract Administrator means Augusta’s Environmental Services Director, or designee, assigned to 85
administer this Contract on behalf of Augusta. 86
87
Contract Term means the duration of the Contract, measured from the Starting Date as set forth in this 88
Agreement. 89
90
Courtesy Collections means special collection requests by Augusta that the Contractor shall be 91
responsible for providing within the same time period as regularly scheduled collections. 92
93
Customer means the recipient of collection services within Augusta, provided through this Contract, and 94
includes Residential Units, Designated Non-Residential Locations, and Unoccupied Locations. 95
96
Damages means agreed to, actual, compensatory, consequential, continuing, direct, irreparable, punitive, 97
presumptive, proximate and/or recissory damages incurred by Augusta, the payment of which shall not be 98
an exclusive remedy. 99
100
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Solid Waste & Recyclables Collection
Augusta, GA
Dead Animals means animals or portions thereof equal to or less than 100 pounds in weight, which have 101
expired. 102
103
Designated Collection Area means the geographic area of which the Contractor will provide collection 104
and other services pursuant to the Contract. Collection points will be at the curb or other Augusta 105
determined locations for Customers receiving Carry-Out Collection service. 106
107
Designated Disposal Facility means a facility to which Garbage, Yard Waste and Bulky Waste collected 108
under the Contract must be delivered. The disposal facility for Residential Garbage, Yard Waste and 109
Bulky Waste collected as part of this Contract will be the Deans Bridge Road Landfill located in Augusta, 110
Georgia. 111
112
Designated on-Residential Location means a non-residential location in the Service Area that receives 113
collection and other solid waste services from the Contractor. An example would be public facilities or 114
small businesses serviced by Roll-Out Carts. 115
116
Designated Recycling Facility means a Materials Recovery Facility or transfer station selected by 117
Augusta for delivery of Recyclables and/or White Goods collected under this Contract. 118
119
District Manager means the employee designated by the Contractor as the Contractor's primary 120
representative with regard to matters involving this Contract. 121
122
Fiscal Year means Augusta’s fiscal year that runs from January 1 through December 31. 123
124
Garbage, Residential See Residential Garbage 125
126
Hazardous Waste means waste, in any amount, which is defined, characterized, or designated as 127
hazardous by the United States Environmental Protection Agency or appropriate State agency by or 128
pursuant to federal or state law, or waste, in any amount, which is regulated under federal or state law; as 129
well as all waste defined as "Hazardous Waste" in this Agreement. For the purposes of this Agreement, 130
the term Hazardous Waste shall also include, but is not limited to, motor oil, gasoline, and liquid paint. 131
132
Hot Load means any vehicle carrying solid waste observed to be smoldering, smoking, on fire, giving off 133
odors, or leaking a caustic or corrosive substance. 134
135
Implementation Plan means a document describing in detail the activities that will be undertaken and 136
the schedule that will be followed to successfully implement the Contractor’s collection services under 137
this Contract on the Start Date. The Implementation Plan shall include a description of how the 138
Contractor will evaluate routing and determine routes. 139
140
Littering means allowing spilled or wind-blown materials to come from the vicinity of the Contractor's 141
truck hopper or to fall to the ground as the Roll-Out Carts are emptied. 142
143
Maintenance Director means the person the Contractor has assigned to Augusta, and shall be a qualified 144
person to be in charge of maintenance associated with providing Collection Services within the Service 145
Area. The Maintenance Director shall be physically stationed in the Service Area and available to 146
Augusta through the use of telecommunications equipment at all times that the Contractor is providing 147
Collection Services. 148
149
Material Recovery Facility or MRF means a site used for the collection, storage, and processing of 150
Recyclables. 151
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Solid Waste & Recyclables Collection
Augusta, GA
152
Miss means any Request for Service of a missed collection reported to Augusta. 153
154
Physical Impairment means a condition that renders an individual physically unable to bring a Roll-Out 155
Cart either to the curb or for whom the undertaking of such an act would clearly and seriously threaten 156
that person's health. 157
158
Putrescible means wastes that will decay or become rotten such as meats, dairy products, vegetables, 159
fruits, etc. that are normally the source of odors and are attractive to insects. 160
161
Producer means a property owner or tenant of a Residential Unit, Designated Non-Residential Location 162
and Unoccupied Location who generates solid waste. 163
164
Recyclables means solid waste including but not limited to newsprint and inserts; junk mail, cardboard, 165
books and phone books, food packaging (not contaminated by food), magazines, paper bags and boxes; 166
plastic bottles and containers to include items labeled #1 and #2, plastic milk containers, detergent bottles 167
and plastic soft drink and liquor bottles; aluminum, steel, or tin cans; and other items determined to be 168
recyclable by Augusta. Augusta may amend this list from time to time. 169
170
Recyclables Cart means the container designated and authorized by Augusta based upon the container's 171
depth, size, and material and identified solely for Recyclables. It shall be subject to the collection 172
regulations pertaining to Recyclables. 173
174
Refuse means all nonputrescible material discarded for disposal as Residential Garbage. 175
176
Repeat Collection Miss means two or more collection misses at any one Residential Unit, Designated 177
Non-Residential Location, Unoccupied Location, or other designated collection point during any thirty 178
(30) day period or four (4) or more collection misses in a ninety (90) day period. 179
180
Request for Service means reported customer service requests or discovered missed collection of 181
Residential Garbage, Recyclables, Yard Waste or Bulky Waste from any one Residential Unit, 182
Designated Carry-out Collection Locations, Designated Non-Residential Locations, Unoccupied Location 183
or Courtesy Collections on the form used by Augusta to document customer service requests. Usually this 184
request is transmitted electronically to the Contractor and can also be referred to as an "Insight" or "GBA" 185
work order. 186
187
Residential Garbage means residential waste including but not limited to animal and vegetable matter; 188
non-hazardous residential waste materials; properly contained medical waste; discarded food or beverage 189
containers; discarded toys, clothing and other residential items; but excluding liquids of any kind. For the 190
purpose of this Contract, Residential Garbage also includes garbage generated by Designated Non-191
Residential Locations. 192
193
Residential Unit means any single-family dwelling, condominium, or rental unit with four (4) or fewer 194
dwelling units at one location. Each dwelling unit contained in a condominium and each dwelling unit in 195
apartment complexes with four (4) or fewer rental units will be counted as separate collection points. 196
197
Roll-Out Cart means the gray (or any other color) plastic Roll-Out Cart supplied by Augusta to 198
Customers or other designated Producers for the collection of Residential Garbage or Recyclables. 199
200
Service Area means the area(s) within Augusta limits served by the Contractor(s) and any annexations, if 201
granted. 202
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Solid Waste & Recyclables Collection
Augusta, GA
203
Supervisor means the person the Contractor has assigned to Augusta, and shall be a qualified supervisor 204
to be in charge of the operations within the Service Area. The supervisor shall be physically stationed in 205
the Service Area and available to Augusta through the use of telecommunications equipment at all times 206
that the Contractor is providing Collection Services. 207
208
Valid Miss means any missed Request for Service or solid waste collection determined by Augusta to 209
result from Contractor negligence or omission. 210
211
Vehicle Leaks and Spills means leaks consisting of a constant drip of fluids or fluid spills that leave 212
visible puddles or "staining" upon the pavement. These fluids can be any of the motor fluids, hydraulic 213
fluids, or waste liquids from the compactor unit. 214
215
White Goods includes refrigerators, ranges, water heaters, freezers, unit air conditioners, washing 216
machines, dishwashers, clothes dryers, any others similar domestic appliances that are collected by the 217
Contractor for recycling. 218
219
Yard Waste means grass, leaves, limbs, trimmings, or other plant or vegetative material generated by the 220
Customer and separated and placed at curbside for collection. Yard Waste is divided into two (2) distinct 221
categories; a) quantities less than 10 cubic yards; and b) quantities 10 cubic yards or greater. 222
223
Unoccupied Locations means a vacant or unoccupied Residential Unit, unimproved property or vacant 224
lot. 225
226
SECTIO 2 - COTRACT TERM AD COMMECEMET 227
228
2.1 Performance Commencement 229
The term of this Agreement shall commence on April 1, 2013, and terminate on December 31, 2021 (the 230
“Initial Term”) unless this Agreement is terminated earlier by Augusta as herein provided. This 231
Agreement may be renewed for two (2) or more successive two (2) year terms (the “Renewal Terms”) 232
upon mutual agreement of the parties at the rates herein (as may be adjusted as provided herein) no less 233
than sixty (60) days prior to the expiration of the Initial Term or the then current Renewal Term. 234
235
2.2 Transition prior to Commencement Date of this Contract. 236
Contractor understands and agrees that the time between the formal Contract signing and April 1, 2013 is 237
intended to provide the Contractor with sufficient time to, among other things, order equipment, prepare 238
necessary routing changes, and prepare to start services. Contractor shall be responsible for the provision 239
of all collection services beginning April 1, 2013. Accordingly, Contractor shall provide collection 240
services as set forth in this Contract no later than April 1, 2013. 241
242
2.3 Deadlines for the Contractor's Implementation Planning. 243
At a minimum, the Contractor must address the following specific performance requirements in the 244
Implementation Plan and accomplish them according to the following deadlines. Dates may be modified 245
by mutual agreement. 246
By June 29, 2012 Contractor shall hire the District Manager, who shall attend the Implementation 247
Plan discussion meeting. 248
By July 13, 2012 Contractor shall provide Augusta’s Contract Administrator with a collection and 249
maintenance plan, which shall be subject to the approval of Augusta’s Contract Administrator. 250
The maintenance plan shall include a description of how emergency maintenance issues will be 251
handled. Ten days after receiving Augusta Contract Administrator’s comments, the Contractor 252
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Solid Waste & Recyclables Collection
Augusta, GA
shall provide Augusta Contract Administrator with a revised collection and maintenance plan, if 253
necessary. 254
By July 13, 2012 Contractor shall submit to Augusta’s Contract Administrator documentation 255
demonstrating that: (a) all necessary vehicles, equipment, and containers have been ordered and 256
will be delivered to Contractor's equipment yard no later than January 11, 2013. 257
By July 13, 2012 Contractor and Augusta shall meet and discuss the Contractor’s Implementation 258
Plan. 259
By July 13, 2012 Contractor shall request a detailed customer list from Augusta to show all 260
Residential Garbage, Designated Non-Residential, and Unoccupied Locations. The Contractor 261
shall also request other information that the Contractor may reasonably need for an effective 262
implementation. This may include lists of Carry-Out Collection locations, exempt locations from 263
services, and locations with multiple Roll-Out Carts. 264
By Augusta 10, 2012 Contractor and Augusta shall meet and discuss the Contractor’s 265
Implementation Plan. 266
By September 7, 2012 Contractor and Augusta shall meet and discuss the Contractor’s 267
Implementation Plan. 268
By September 14, 2012 the Contractor shall have audited the detailed customer list from Augusta 269
to show all Residential Garbage, Designated Non-Residential, and Unoccupied Locations and 270
provide discrepancies back to Augusta in a format acceptable to Augusta. 271
By October 5, 2012 Contractor and Augusta shall meet and discuss the Contractor’s 272
Implementation Plan. 273
By November 9, 2012 Contractor and Augusta shall meet and discuss the Contractor’s 274
Implementation Plan. 275
By December 7, 2012 Contractor and Augusta shall meet and discuss the status of the 276
Contractor’s Implementation Plan and its completion. 277
By January 11, 2013 Contractor and Augusta shall meet and discuss the status of the Contractors 278
Implementation Plan and its completion. 279
By January 11, 2013 Contractor shall confirm in writing to Augusta Contract Administrator that 280
all of the vehicles and equipment necessary to provide Collection Services have been delivered to 281
the Contractor's equipment yard. 282
By January 18, 2013 Contractor shall confirm in writing to Augusta Contract Administrator that 283
all of the vehicles necessary to provide collection services have been registered, licensed, tagged, 284
and equipped, and are ready to perform in compliance with the requirements of this Contract. 285
By January 18, 2013 Contractor shall provide Augusta Contract Administrator with a vehicle and 286
equipment list, which shall identify the make, type, year, license number, and identification 287
number for each Collection vehicle. 288
By January 25, 2013, Contractor shall ensure that all collection vehicles have been properly 289
permitted, inspected, and have an established tare weight with the Designated Disposal Facility. 290
By January 25, 2013 Contractor shall confirm in writing to Augusta Contract Administrator that: 291
(a) Contractor has hired and trained all of the employees needed to provide Collection Service in 292
compliance with the requirements in this Contract; (b) all of the Contractor's drivers have 293
inspected their collection routes and confirmed their ability to complete their routes on the 294
scheduled collection work day; (c) drivers have been made aware of all Carry-Out Collection 295
locations; (d) provide a certification that all employees working under this contract have passed 296
the Contractors background check; (e) provide a certification that all employees working under 297
this contract have passed a pre-employment drug test; and (f) provide a certification that all 298
employees working under this contract have agreed to abide the operating rules of the Designated 299
Disposal Facility and Designated Recycling Facility. 300
301
2.3.1 CG Station Implementation Planning 302
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Solid Waste & Recyclables Collection
Augusta, GA
At a minimum, the Contractor must address the following specific performance requirements in 303
the Implementation Plan and accomplish them according to the following deadlines. Dates may 304
be modified by mutual agreement. 305
306
Within one week of Contract award, Contractor shall meet with Augusta to discuss the 307
implementation of the CNG stations. 308
By June 29, 2012, Contractors and Augusta shall meet and discuss locations as well as site 309
design, specifications and the companies who will construct the stations. 310
By July 20, 2012, Contractors shall finalize design of the station and an Agreement shall be 311
entered into with a development partner. 312
By August 13, 2012, Construction commencement. 313
By January 18, 2013, Construction completion and facility operational.” 314
By April 1, 2013, title of said property, equipment and the station shall be turned over to Augusta. 315
316
2.4 Transition upon Expiration of this Contract 317
318
2.4.1 Continuation of Contractor’s Service 319
If Augusta does not exercise its right to renew this Contract or if there are no renewal options 320
remaining, Augusta will attempt to award a new agreement at least six (6) months prior to the 321
expiration of this Contract. In the event a new agreement has not been awarded within such time 322
frame, Contractor shall provide Collection Services to Augusta on a month-to-month basis after 323
the expiration of this Contract, at the then established rates, if Augusta requests this service with 324
at least thirty (30) days notice to the Contractor. 325
326
2.4.2 Schedule for Termination of Contractor’s Service 327
Prior to the termination of this Contract, Contractor shall work with Augusta to ensure that there 328
is no interruption or reduction of service when the Contractor ends its services to Augusta. If a 329
new contract is awarded to a hauler other than the Contractor, the Contractor shall coordinate and 330
cooperate with the newly selected hauler, as well as Augusta, to minimize any disruptions in the 331
service provided to the public. 332
333
334
SECTIO 3 - GEERAL COLLECTIO REQUIREMETS 335
336
3.1 Scope of Service 337
Commencing on the Starting Date, the Contractor shall collect and transfer, in a workmanlike manner, 338
according to the Collection Service Frequency in Section 3.5; the following: 339
340
3.1.1 Residential Garbage 341
Residential Garbage and Recyclables in Augusta-provided Roll-Out Carts placed at curbside, 342
Yard Waste placed at curbside, and Bulky Waste placed at curbside at each Residential Unit. 343
344
3.1.2 Designated on-Residential Location 345
Residential Garbage and Recyclables in Augusta-provided Roll-Out Carts placed at curbside, at 346
each Designated Non-Residential Location. 347
348
3.1.3 Unoccupied Locations 349
Yard Waste placed at curbside, and Bulky Waste placed at curbside at each Unoccupied 350
Location. 351
352
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Augusta, GA
3.1.4 Roll-out Carts 353
Approved Roll-Out Carts have been or shall be provided by Augusta to each Residential Unit 354
and Designated Non-Residential Location. Additionally, the Contractor shall provide Carry-Out 355
Collection for those residents qualifying for this special service and all Courtesy Collections 356
when requested by Augusta. The Contractor shall furnish all labor, equipment materials, tools, 357
storage, insurance, supervision, and all other items incidental thereto and to perform all work 358
necessary and specified in the prescribed manner and time, to provide Collection Services, in the 359
Designated Collection Area, as described herein. 360
a. Residential and Designated on-Residential Location Roll-Out Carts – Garbage: 361
Each Residential Unit and Designated Non-Residential Locations is initially authorized 362
one (1) gray topped Roll-Out Cart with an Augusta, Georgia logo, should the volume 363
needs for Residential Garbage increase for a specific Residential Unit or Designated 364
Non-Residential Locations, Augusta may authorize additional Roll-Out Cart(s) for that 365
location. Augusta will then pay for the additional Roll-Out Cart(s) at the rates specified. 366
Multiple Augusta, Georgia Roll-Out Carts beyond those authorized at each location, 367
personal carts or cans, and Roll-Out Carts from other hauling services containing 368
Residential Garbage shall not be emptied, and the Contractor shall report these 369
unauthorized carts immediately to Augusta for investigation. 370
371
b. Residential and Designated on-Residential Location Roll-Out Carts – Recyclables: 372
Each Residential Unit and Designated Non-Residential Locations are authorized one (1) 373
blue topped Roll-Out Cart with an Augusta, Georgia logo, should the volume needs for 374
Recyclables increase for a specific location, Augusta may authorize additional Roll-Out 375
Cart(s). 376
377
3.1.5 Extra Residential Garbage Collection 378
Residential Garbage placed outside the Roll-Out Cart on a regular basis shall not be collected, 379
and the Contractor shall report the address to Augusta for investigation. A maximum of five (5) 380
bags of Residential Garbage placed outside the Roll-Out Cart no more than once per quarter will 381
be allowed to accommodate special occasions, but the Contractor shall report the address for 382
entry into the Insight Work Order System for monitoring purposes. Residential Garbage shall 383
not be collected as Bulky Waste except as otherwise allowed by the Agreement. 384
3.1.6 Bulky Waste Collection 385
The Contractor shall collect Category One (1) Bulky Waste once per week from Residential Units 386
and Unoccupied Locations. Contractor shall strictly follow established process as written herein 387
or as later modified in writing. Bulky Waste is divided into two distinct categories as described 388
below: 389
a. Category One (1): Bulky piles less than 10 cubic yards that do not require scheduling, qualify 390
for curb-side collection, and are collected by the Contractor as part of the residential route 391
collection process; and 392
393
b. Category Two (2): Bulk Waste piles 10 cubic yards or greater that do not qualify for curbside 394
collection, must be placed for Augusta grapple truck collection. When the Contractor 395
encounters a Bulk Waste pile 10 cubic yards or greater the Contractor shall NOT collect any 396
portion of this Bulk Waste pile and report the location immediately to Augusta for 397
investigation. 398
399
c. Reporting of Category Two bulky waste shall be either through an automated on-board 400
software solution or via email from the Contractor. 401
402
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Augusta, GA
3.1.7 Yard Waste Collection 403
The Contractor shall collect Category One (1) Yard Waste from Residential Units and 404
Unoccupied Locations according to Section 3.5. Yard Waste shall be placed in Kraft paper bags, 405
in Customer provided cans, clearly identifiable as Yard Waste, or in piles. Contractor shall 406
strictly follow established process as written herein or as modified later in writing. Yard Waste is 407
divided into two distinct categories as described below: 408
a. Category One (1): Yard Waste Piles less than 10 cubic yards that do not require scheduling, 409
qualify for curb-side collection, and are collected by the contractor as part of the residential 410
route collection process, provided that any material shall be no longer than 5 feet in length 411
and be reasonably accessible by manpower. Christmas trees will be eligible for collection as 412
Yard Waste and are not required to meet the stated standards, so long as lights and 413
decorations have been removed; and 414
415
b. Category Two (2): Yard Waste piles 10 cubic yards or greater that do not qualify for curbside 416
collection must be placed for Augusta grapple truck collection. When the Contractor 417
encounters a Yard Waste pile 10 cubic yards or greater Contractor shall NOT collect any 418
portion of this Yard Waste pile and report the location immediately to Augusta for 419
investigation. 420
421
c. Reporting of Category Two yard waste shall be either through an automated on-board 422
software solution of via email from the Contractor. 423
424
3.1.8 Residential Recyclables Collection 425
The Contractor shall collect Recyclables from Residential Units, and Designated Non-Residential 426
Locations. Operation and expansion of the residential recycling program is a high priority for 427
Augusta. 428
a. The Contractor shall provide an incentive based recycling program offered by Recycling 429
Perks. The Recycling Perks scope of services is listed as Appendix D and shall be 430
considered a material requirement of this Contract. 431
432
b. The Contractor shall exercise due care not to contaminate the Recyclables. 433
c. The Contractor shall ensure that its provision of the services does not in any manner 434
contribute to contamination levels and shall adhere to the collection vehicle cleaning 435
requirements described herein. 436
437
3.1.9 Roll-Out Cart and Recyclable Cart Placement 438
Contractor shall return Roll-Out Carts and Recyclable Carts to their original position, as provided 439
by Section 5.4; taking care not to block access to driveways or mailboxes after it has been 440
emptied. Contractor shall reasonably attempt to close Roll-Out Cart and Recyclable Cart lids. 441
442
3.2 Designated Collection Area 443
Augusta hereby gives, grants, and awards to the Contractor the exclusive right to pickup, collect, and 444
transport for disposal or processing Residential Garbage, Recyclables, Yard Waste and Bulky Waste from 445
all Residential Unit, Designated Non-Residential Location and Unoccupied Location collection points 446
within the Designated Collection Area, as described herein. For this Agreement, Advanced Disposal 447
Services Augusta, LLC, shall provide service to Designated Collection Area 1 (DCA 1) and Inland 448
Services Corporation shall provide service to Designated Collection Areas 2 and 3 (DCA 2 and DCA 3). 449
A map of the Designated Collection Areas is presented in Appendix A. 450
3.3 Monthly Performance Summary 451
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Augusta, GA
A monthly performance summary form ("Monthly Performance Summary") has been established to assist 452
Augusta in evaluating Contractor performance under this Agreement. The Monthly Performance 453
Summary consists of the following two elements, which are further described in Appendix B: 454
455
3.3.1 The Monthly Performance Summary 456
The Summary will include a listing of key performance measures profiling the Contractor's 457
service level. These measures may be reviewed with the Contractor throughout the month in an 458
effort to identify potential service issues and to work proactively toward a resolution of any 459
deficiencies. 460
461
3.3.2 Annual Customer Satisfaction Survey 462
An annual customer satisfaction survey that will be administered by a professional survey 463
company selected by Augusta and paid for by the Contractor. This survey will target areas where 464
service problems or poor participation are observed. 465
Augusta will evaluate the results of the survey in conjunction with the profile of the key 466
performance measures to determine the overall performance of the Contractor. Augusta will 467
review the results of the Monthly Performance Summary with the Contractor on at least a 468
quarterly basis and the Contractor agrees to implement measures as necessary to improve areas 469
identified as requiring improvement. The Contractor recognizes that these results will be 470
compiled by Augusta and may be presented internally or publically. 471
472
Contractor acknowledges that its performance relative to the Monthly Performance Summary 473
shall not be construed to mean that the Contractor is meeting its performance obligations as 474
required by this Agreement. Should the Contractor not comply with any other material provision 475
of this Agreement, Augusta may declare the Contractor in default notwithstanding its 476
performance levels relative to the Monthly Performance Summary. 477
478
3.4 Materials to be Collected 479
480
The Contractor shall provide alley collection and curbside collection of Residential Garbage, Yard Waste, 481
Recyclables and Bulky Waste placed for collection in accordance with the Collection Schedule in the 482
Designated Collection Area, and as further described in this document. 483
484
3.4.1 Mixing 485
The Contractor shall not mix Garbage and Bulky Waste with any Yard Waste or Recyclables. 486
Further, the Contractor shall not mix any Yard Waste and Recyclables. The Contractor shall 487
not collect material in the same truckload from both Recyclables Carts and Roll-Out Carts, 488
unless Augusta has identified the Recyclables Carts as containing an excess of non-recyclable 489
material. 490
491
3.4.2 Damages 492
If the Contractor's equipment operator collects one or more commodities in the same 493
truckload without permission, or as otherwise allowed by this Agreement, from Augusta, the 494
Contractor shall be assessed Damages in the amount of one thousand dollars ($1,000) per 495
incident and Augusta may declare it an event of default. 496
3.5 Collection Service Frequency 497
The Contractor shall collect Residential Garbage, Recyclables in Augusta-provided Roll-Out Carts placed 498
at curbside, Yard Waste placed at curbside, and Bulky Waste placed at curbside at each Residential Unit 499
and Designated Non-Residential Location. Yard Waste placed at curbside, and Bulky Waste placed at 500
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Solid Waste & Recyclables Collection
Augusta, GA
curbside at each Unoccupied Location shall also be collected. Each Customer's Residential Garbage, 501
Recyclables, Yard Waste and Bulky Waste must be collected on the same day of the week (i.e., the 502
collection of Residential Garbage, Recyclables, Yard Waste and Bulky Waste for a single Customer shall 503
be coordinated so that the designated collection day of each type of material occurs on the same day of 504
the week at the Customer's collection point). The Customers' collection day shall be in accordance with 505
the approved Collection Schedule. Augusta expects Roll-Out Carts, Recyclables Carts, Yard Waste and 506
Bulky Waste to be placed at curbside by 7:00 a.m. on the designated collection day. Table 1, below, 507
describes the service frequencies. 508
Table 1: Service Levels 509
510
Service Levels
Residential Unit Designated on-Residential Locatio n Unoccupied Location
Garbage - Once per week Garbage - Once per week Yard Waste - Once per week
Recyclables - Once per week Recyclables - Once per week Bulky Waste - Once per week
Yard Waste - Once per week
Bulky Waste - Once per week
511
512
3.6 Collection Days 513
Routes for Residential Garbage, Recyclables, Yard Waste and Bulky Waste must be spread out evenly 514
over five (5) collection days, Monday through Friday. For each Residential Unit, Designated Non-515
Residential Location, and Unoccupied Location, all services will be performed on the same day as 516
Residential Garbage. 517
518
3.7 Hours of Collection 519
No Residential Garbage, Recyclables, Yard Waste or Bulky Waste collection shall commence prior to 520
7:00 a.m., and the Contractor must request permission to continue collection after 8:00 p.m. 521
3.8 Holiday Collection 522
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Augusta, GA
The Contractor shall provide Collection Services on all legal holidays except New Years Day, Memorial 523
Day, Fourth of July, Labor Day, Thanksgiving and Christmas. Collection services shall be delayed one 524
(1) day for each observed holiday. For example, if Friday is a holiday then collections normally scheduled 525
on Friday will be collected on Saturday. 526
527
3.8.1 Extra Holiday Collections 528
Contractor shall provide adequate resources to collect the increased holiday waste loads during 529
the five (5) work day(s) following the holiday, as listed in Section 3.8. Extra bags of Refuse and 530
Residential Garbage placed outside the Roll-Out Carts shall be collected, and may be collected as 531
Bulky Waste. 532
533
3.9 Extra Masters Collections 534
Contractor shall provide adequate resources to collect the increased waste loads during the week prior to, 535
the week of, and the week after the Masters Golf Tournament. Extra bags of Refuse and Residential 536
Garbage placed outside the Roll-Out Carts during that period shall be collected, and may be collected as 537
Bulky Waste. 538
539
3.10 Dead Animals 540
Augusta personnel will pick up Dead Animals within Augusta limits. Augusta reserves the right to 541
transfer these Dead Animals to any of the Contractor's solid waste trucks operating in the vicinity when 542
Dead Animals are collected by Augusta crews. Contractor’s Supervisor shall provide immediate direction 543
and/or location of nearest Contractor solid waste collection truck upon request. Dead Animals shall not be 544
placed in a Collection Vehicle collecting Yard Waste or Recyclables. 545
3.11 Requests for Service 546
Once any route has been completed, or is scheduled to have been completed, any Customer missed will 547
be designated as a Request for Service, regardless of the time of day. 548
549
3.11.1 Communication of Requests for Service and Completion 550
a. Upon the receipt of a Request for Service, Augusta will notify the Contractor immediately, 551
through the issuance of a Request for Service, with the date and address where the Request 552
for Service occurred. 553
554
b. If Augusta sends a Request for Service, or provides verbal notification of a Request for 555
Service to the Contractor between the hours of 7:00 a.m. to 5:30 p.m. on any given collection 556
day, the Contractor shall provide collection by 8 p.m. on the same day. The Contractor shall 557
collect any Request for Service received after 5:30 p.m. by noon of the following scheduled 558
collection day. Once Augusta has sent a Request for Service, it shall be considered received 559
by the Contractor, in accordance with Section 10.1. 560
561
c. When Contractor's equipment operators are collecting material based on Requests for 562
Service, they shall be responsible for checking other Residential Units, Designated Carry-out 563
Collection Locations, Designated Non-Residential Locations and Unoccupied Locations in 564
the same vicinity for other possible misses in order to prevent additional calls from other 565
Customers reporting collection misses. 566
567
d. Requests for Service and other emergency calls received by Augusta on non-collection days 568
and evenings will be conveyed to the Contractor's representative, as designated in Section 569
10.1. The Contractor shall respond to such requests in the same timeframe and manner as 570
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Augusta, GA
specified in Section 3.11 for Requests for Service, or as specified in other sections of this 571
Agreement for other requests. 572
573
e. The Contractor shall collect solid waste based on Requests for Service and shall transport the 574
materials to the appropriate and approved Designated Disposal Facility or Designated 575
Recycling Facility, as appropriate, during normal business hours. 576
577
f. The Contractor shall notify Augusta, through its response to the Request for Service, of the 578
date and time that collection was completed. 579
580
3.11.2 Route Status 581
Communication from the Contractor on the status of each day's route completion is vital so that 582
Augusta can adequately respond to Customer complaints as they are received. If the Contractor 583
does not keep Augusta so informed, any reported or discovered collection misses for routes, 584
which should have been completed for that collection day, will be designated as Valid Collection 585
Misses. Therefore, the Contractor shall notify Augusta immediately of the following: 586
a. The status of Contractor collection service. 587
b. Unresolved Requests for Service from the previous day and plans to resolve these 588
outstanding requests. 589
c. Any changes or delays in route completion. 590
d. Any open routes not covered in the morning. 591
e. Equipment breakdowns. 592
f. Any other event, which could affect the normal time of completion of any route. 593
594
3.11.3 Missed Collections 595
Augusta employees will investigate Request for Service(s), and classify it as a "Valid Miss" if, in 596
their opinion, the reported miss is due to Contractor negligence or omission. Otherwise, it will 597
remain classified as a Request for Service. 598
599
The Contractor is responsible for avoiding Repeat Collection Misses. 600
601
Requests for Service result in additional work for Augusta, requiring customer service staff to 602
handle customer service requests, and field and office staff to provide follow-up to ensure 603
completion. Therefore, the Contractor shall use its best efforts to minimize the number of Missed 604
Collections. 605
606
3.11.4 Damages 607
If the Contractor fails to provide collection of a Request for Service by the times specified in 608
Section 3.11, the Contractor shall pay Augusta Damages in the following amounts: 609
610
a. One hundred dollars ($100) for each violation of Section 3.11.1.b during any one 611
(1) calendar month; 612
613
b. The Contractor shall also pay Augusta additional Damages of five thousand dollars 614
($5,000) per month for any month in which there are two hundred (200) or more 615
violations of Section 3.11.1.b 616
617
c. The Contractor shall remain responsible for providing collection. However, if the 618
Contractor fails to pick up the Request for Service by the times specified in Section 619
3.11.1.b Augusta may elect to provide the service and charge the Contractor Damages in 620
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Augusta, GA
the amount of $500 per missed collection to cover crew mobilization, collection, 621
transport for disposal, and staff costs. The intent is to ensure that quality customer service 622
is provided to each Customer. 623
624
d. Repeat Collection Miss: Should Contractor fail to provide immediate collection of a 625
Repeat Collection Miss, Augusta may, in its sole discretion, provide the collection 626
service and charge the Contractor Damages of $500 for each collection point serviced by 627
Augusta. The Contractor shall also pay Augusta Damages as follows for Repeat 628
Collection Misses: 629
630
(i) Five hundred dollars ($500.00) for the second and third Collection Miss of 631
any one (1) Residential Unit, Designated Non-Residential Location, or 632
Unoccupied Locations location during any thirty (30) day period. 633
634
(ii) One thousand dollars ($1,000.00) for each Collection Miss for four or more 635
Collection Misses of any one (1) Residential Unit, Designated Non-Residential 636
Location, or Unoccupied Locations location during any ninety-(90) day period. 637
638
e. Route Changes: When approved route changes are implemented, the Contractor will 639
be given a four week grace period beginning with the Contractor's first collection day 640
under the approved transition schedule during which misses will be noted but no 641
Damages will be assessed. The grace period is intended solely for one (1) to five (5) 642
Residential Units, Designated Non-Residential Locations, and Unoccupied Locations 643
missed on any one (1) route due to driver unfamiliarity with new routes, therefore any 644
misses of six (6) or more Residential Units, Designated Non-Residential Locations, and 645
Unoccupied Locations on any one (1) route will not be covered by the grace period. Any 646
such misses shall be designated as Valid Misses and shall be subject to Damages. The 647
Contractor shall use its best efforts to limit the number of collection misses, and shall 648
remain responsible for the timely collection of any collection misses during the grace 649
period. 650
651
f. Area Misses: The Contractor shall respond to Area Misses in the same timeframe 652
and manner as specified above. The Contractor shall pay Augusta Damages in the amount 653
of: 654
655
(i) Two thousand dollars ($2,000) for the first one hundred (100) 656
Residential Units, Designated Non-Residential Locations and 657
Unoccupied Locations missed, and 658
(ii) Twenty dollars ($20) for each Residential Unit, Designated Non-659
Residential Location or Unoccupied Location missed over the first one 660
hundred (100) Residential Units, Designated Non-Residential Locations 661
and Unoccupied Locations. 662
(iii) In addition, if the Contractor fails to provide collection by the times 663
specified in Section 3.11.1 (b), Augusta may elect to provide the service 664
and charge the Contractor Augusta's fee for such service as specified in 665
Section 3.11.4 (c). 666
667
3.11.5 Courtesy Collections 668
The Contractor shall be responsible for providing Courtesy Collections, upon request by Augusta. 669
Contractor shall limit Courtesy Collections to a number not to exceed the number of Residential 670
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Solid Waste & Recyclables Collection
Augusta, GA
Units times 0.15% percent in any calendar week. This service consists of collections of 671
Residential Garbage, Recyclables, Yard Waste and Bulky Waste from specific Residential Units, 672
Designated Non-Residential Locations and Unoccupied Locations. 673
674
The Contractor shall respond to Courtesy Collection requests from Augusta in the same 675
timeframe and manner as specified in Section 3.11.1.b. Augusta shall designate Courtesy 676
Collection requests that are not collected in the specified timeframe to be a Valid Miss, which 677
shall be subject to the Damages specified in Section 3.11.4 678
679
3.11.6 Review of Damages Assessed 680
If Augusta assesses damages that the Contractor believes are not justified by the facts, the 681
Contractor will provide its evidence and schedule a meeting with the Contract Administrator to 682
review. If the matter is not resolved at the review meeting the Contractor may ask the Contract 683
Administrator (or his designee) in writing to review the record and make a determination as to the 684
amount of damages assessed. The Contract Administrator's review shall be made and a written 685
answer provided to the Contractor no later than ten (10) Augusta working days following the 686
receipt of the request for review by the Contract Administrator. Upon receipt of any decision 687
finding liability following the review, the amount of the damages for which liability is found may 688
be withheld by Augusta from the next payment due to Contractor without such withholding being 689
considered a breach of this Agreement. 690
3.12 Designated on-Residential Location Collection 691
The Contractor shall provide collection service to Designated Non-Residential Locations identified and 692
designated by Augusta, which may include facilities such as fire stations, schools, churches, non-profit 693
agencies, businesses, and public buildings. Each Designated Non-Residential Location shall be counted as 694
one stop. Payment for collection at Designated Non-Residential Locations will be based on the actual 695
number of Roll-Out Carts at each location. Each Designated Non-Residential Location is required to be 696
served by a Grey, Augusta, Georgia Roll-Out Cart. Any Roll-Out Carts without the Augusta, Georgia hot-697
stamp on the cart shall not be emptied, but shall be reported immediately to Augusta for investigation. 698
3.13 Unoccupied Location Collection 699
The Contractor shall provide collection service to Unoccupied Locations identified and designated by 700
Augusta. Each Unoccupied Location shall be counted as one stop, and therefore the Contractor shall be 701
paid for one stop for each Yard Waste pick up and each Bulky Waste pickup. Unoccupied Locations will 702
not be issued Roll-Out carts, and any Roll-Out carts at these locations shall not be emptied but shall be 703
reported to Augusta for investigation. 704
3.14 Carry-Out Collection 705
The Contractor shall provide Carry-Out Collection for those individuals who are unable to place their 706
solid waste for collection in the usual manner due to severe physical disability. The Contractor shall not 707
receive special payment for this service. 708
709
Augusta will investigate new requests for Carry-Out Collection. If approved, Augusta will notify the 710
Contractor to start the service on the next regularly scheduled collection day. 711
712
At its discretion, Augusta will re-confirm the need for Carry-Out Collection. However, if the Contractor 713
has reason to believe that Carry-Out Collection is no longer required at any Residential Unit, the 714
Contractor shall notify Augusta. Augusta will investigate and confirm the need for Carry-Out Collection 715
and notify the Contractor of the result of the investigation and whether the service is to be continued or 716
discontinued. 717
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Augusta, GA
718
3.15 Service Verification and Documentation 719
The Contractor shall purchase, install, and utilize on-board technologies on each of the collection vehicles 720
and supervisor vehicles. This technology will be used to perform a variety of tasks which will provide 721
necessary data and service validation both for Augusta and for our customers. All data should be 722
available to Augusta on a real-time basis. This technology shall, at a minimum: 723
724
3.15.1 Fully Automated Service Verification 725
The RFID technology shall be capable of reading Augusta’s RFID tags in each Roll-Out 726
Cart and shall verify the accuracy of containers being serviced, including positively 727
identifying which Customers were not serviced and why; identify which containers were 728
not out for collection; and which customers had extra materials for collection. It should 729
also identify containers that have been moved, stolen, or relocated. All such actions 730
should be captured by photograph attached to the customer and/or container. 731
732
3.15.2 Provide Detailed Route Sheets 733
Driving directions to the next stop based on the route sheets, also allow the driver to 734
choose the next stop manually when running the route out of sequence. When this 735
occurs, the system shall recalculate the route. 736
737
3.15.3 On-Board Scale Technology 738
Automatically record lift events and lift weights for Roll-Out carts and Recyclables Roll-739
Out carts for each Customer. 740
741
3.15.4 Roll-Out Carts 742
Capable of automating the delivery, damage, exchanges, returns, and removals of Roll-743
Out Carts for each Customer. This will be performed by Augusta, but the software 744
should be capable of supporting cart data. 745
746
3.15.5 Hand-Held Devices 747
A hand-held device which integrates with the on-board computer that will allow the 748
driver and/or supervisor to collect information while outside of the vehicle. The hand-749
held device shall have at least signature verification and RFID reader capabilities. 750
751
3.15.6 Global Positioning System 752
All data gathering and tracking shall be geo-coded and provide real-time vehicle location 753
(within 2 minutes), route driven, and stops made. 754
755
3.15.7 Messaging 756
Wireless communication to each vehicle while in the yard, en-route, or at the Designated 757
Disposal facility, and real-time messaging between the driver and the back-office 758
software. 759
760
3.15.8 Reporting 761
A report center that allows the logging of time for breaks, customer stops, refueling, 762
landfill, and others. This should also provide the recording of detailed events during 763
accident situations, and the exact route each vehicle took any day. Reports should be 764
customizable. 765
766
SECTIO 4 - ROUTIG AD COLLECTIO SCHEDULES 767
768
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Augusta, GA
4.1 Route Maps 769
The Contractor shall annually review the existing collection maps and evaluate workloads and service 770
areas for effectiveness and efficiency in light of changed population density and/or distribution. Augusta 771
will review the Contractor's route maps to ensure that all areas to be collected are included, and that 772
routing does not result in dangerous collection practices. 773
774
4.1.1 Route Details 775
Each set of detailed route maps must show, for each collection day, the areas to be collected, the 776
starting point for collection, and the exact direction and sequence of travel of the streets and 777
alleys for each route to be collected. The Contractor shall use its best efforts to minimize the 778
number of Residential Units, Designated Non-Residential Locations and Unoccupied Locations 779
that are affected by collection day changes as a result of its initial routing plans. 780
781
The Contractor is responsible for ensuring that all routes are accurately populated in the on-board 782
vehicle technology. 783
784
4.1.2 Route Summary Information 785
The Contractor shall include a summary of the route maps, indicating the number of Residential 786
Units, Designated Non-Residential Locations and Unoccupied Locations to be collected each 787
collection day, and the number of Residential Units, Designated Non-Residential Locations and 788
Unoccupied Locations per route, for Residential Garbage, Recyclables, Yard Waste and Bulky 789
Waste collection. The summary shall also show the number of Residential Units, Designated 790
Non-Residential Locations and Unoccupied Locations, which would be affected by any changes 791
in their current collection days, and an explanation of those changes. 792
793
4.1.3 Route Boundaries 794
Routes shall be bounded by natural boundaries, such as bodies of water, major highways or 795
arterials. Any boundaries that are on secondary or residential roads shall be divided on the back 796
of property lines to ensure both sides of the street are collected on the same day and route. 797
798
4.1.4 Route Map Format 799
Route maps shall be submitted in reproducible, approved GIS format. All street names must be 800
legible. The Contractor may request current street maps showing parcel information from 801
Augusta's GIS manager. Once a format is agreed upon, all future route maps shall be prepared 802
using the same format. 803
804
4.2 Routing and Collection Day Changes 805
When adjustments are warranted, the Contractor shall submit detailed route maps, one (1) set each for 806
Residential Garbage, Recyclables, Yard Waste and Bulky Waste collection, to Augusta for Augusta's 807
review. Any routing change, which results in a change of collection days for any Residential Units, 808
Designated Non-Residential Locations and Unoccupied Locations, requires compliance with the 809
notification process described in Section 4.3. Augusta may require the Contractor to phase in collection 810
day changes and any changes affecting more than five (5) routes. 811
812
4.2.1 Route Change Requests 813
In the event collection days or routes become unbalanced due to population changes or other 814
reason, Augusta may allow the Contractor to make revisions to its initial approved route maps. 815
The Contractor shall submit any requests for changes in routing or collection schedules to 816
Augusta for Augusta's review and approval as follows: 817
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Solid Waste & Recyclables Collection
Augusta, GA
a. Not less than six (6) weeks prior to the week proposed for a routing change for five 818
(5) routes or less to become effective. Augusta will approve or disapprove the request 819
within three (3) week of receipt. 820
b. Not less than twelve (12) weeks prior to the week proposed for a routing change for 821
more than five (5) routes or a collection day change to become effective. Augusta 822
will approve or disapprove the request within six (6) weeks of receipt. 823
824
4.2.2 Route Change Documentation 825
All such changed routes must be documented in the same detail as the original route maps 826
supplied by the Contractor, as described in Section 4.1, and must include the reasons for the 827
requested change and the number of Residential Units, Designated Non-Residential Locations 828
and Unoccupied Locations affected in each route. Changes shall involve easily identifiable route 829
and area boundaries for ease in communicating the change to Customers. 830
831
4.2.3 Route Change Justification 832
The Contractor shall not request any routing or collection day changes without a valid reason 833
because of the resulting confusion to Customers and increases in the number of customer service 834
calls which must be handled by Augusta staff. In addition to the Courtesy Collections provided by 835
the Contractor in accordance with Section 3.11.5, the Contractor shall provide Courtesy 836
Collection to any Residential Units, Designated Non-Residential Locations and Unoccupied 837
Locations affected by a routing or collection day change, upon request from Augusta, for a two-838
week period following implementation of the change. 839
840
4.3 Collection Day Change otification Process 841
The Contractor shall be responsible for the full cost and provision of notification to all Residential Units, 842
Designated Non-Residential Locations and Unoccupied Locations affected by any change in routes or 843
collection schedules, which has been approved by Augusta, which alters the day of collection. The 844
Contractor shall submit a notification plan for Augusta's review and approval, at the time of submittal of 845
any request for collection day changes. The notification plan shall outline the process recommended by 846
the Contractor. 847
848
Notification must be received by each affected Residential Unit, Designated Non-Residential Location or 849
Unoccupied Location not less than one (1) week or more than two (2) weeks prior to the starting date of 850
such change. Notice shall be made in writing to each individual Customer. Such notice shall include the 851
reason for the change and a Augusta telephone number and e-mail address to contact if further 852
information is desired. The method of notification may be a letter sent through the U.S. Postal Service to 853
every affected Customer of record, or the same letter or a door hanger hand-delivered door-to-door (either 854
handed to the Customer or left at each service address). Notification to Unoccupied Locations shall be a 855
letter sent through the U.S. Postal Service. Notification by notice attached to Roll-Out Carts is not 856
permitted. The method and date of notification and the proposed content of the notice letter or door 857
hanger must be reviewed and approved by Augusta. Augusta may conduct random inspections to ensure 858
notification procedures are being followed. 859
860
The Contractor is also responsible for ensuring that its equipment operators are fully informed of any 861
approved change, and that the change is accomplished with a minimum of disruption to Customers and 862
daily operations. 863
864
4.4 Route Order 865
866
The Contractor shall always collect each route in the order approved by Augusta. Route maps are used by 867
Augusta to document and monitor areas to be collected in order to provide good customer service to the 868
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Solid Waste & Recyclables Collection
Augusta, GA
public and to respond to Customer complaints and reported collection misses. Should there be an 869
equipment failure reported to Augusta, the Contractor may request authorization from Augusta for a 870
temporary route change. 871
872
4.4.1 Damages 873
Should the Contractor collect Residential Garbage, Recyclables, Yard Waste and Bulky 874
Waste in any other order without obtaining approval of Augusta in accordance with Section 875
4.4 and 4.2, and without providing notification to affected residents before the change, the 876
Contractor shall pay Augusta Damages of five hundred dollars ($500) per route for each 877
daily occurrence. 878
879
4.4.2 Route Audits 880
Augusta shall have the right to be a passenger in the collection vehicles for the purposes of 881
auditing routes and services. Augusta shall request such activity at least 48-hours in 882
advance. 883
884
4.5 Collection Impediments 885
A number of collection impediments may require special effort by the Contractor to provide collection 886
service. Collection impediments of any type, in any portion of the Service Area including streets and 887
alleys, shall not result in disruption of collection service. When conditions require special efforts to 888
complete collection service, the Contractor shall make these additional efforts at no additional cost to 889
Augusta. 890
891
4.5.1 Adverse Weather 892
If the impassability of the street or alley due to extreme weather conditions is anticipated to last 893
for only one or two scheduled collection days, Augusta may elect to delay collection services until 894
conditions improve. When this occurs, the Contractor shall resume collection services on the next 895
scheduled collection day. 896
897
4.5.2 Infrastructure Construction 898
Periodically major renovation is necessary to maintain the infrastructure of Augusta. This 899
renovation includes such activities as replacing gas, water, and sewer lines, surfacing or 900
resurfacing streets, and replacing wiring for telephone, electricity, or cable television. If the 901
Contract Administrator is notified in advance of these activities, the Department will notify the 902
Contractor. However, it is not uncommon for work to be initiated without prior notification. 903
Alternate collection service must be provided during this period of disruption. Each circumstance 904
must be evaluated individually to determine the appropriate alternative. The Contractor shall 905
notify Augusta of the nature of the disruption, its location, and the Contractor's recommended 906
alternative to provide service. Augusta will either approve the alternative method or require the 907
Contractor to use a different collection method. 908
909
4.5.3 Materials Blocking the Street or Alley 910
When materials of any kind are placed in the street or alley in such a way that the collection 911
vehicle cannot proceed down the street or alley, the Contractor shall immediately notify Augusta. 912
Augusta will attempt to locate the individual responsible for the material and have them remove it. 913
However, if the responsible party cannot be located immediately and Augusta determines that the 914
amount of material is too large for the Contractor to move or to collect, Augusta will remove the 915
material blocking the street or alley and the Contractor shall provide collection service as 916
scheduled at no extra charge to Augusta. If Augusta determines that the Contractor should collect 917
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Solid Waste & Recyclables Collection
Augusta, GA
the material, the Contractor shall remove the material and provide collection service as scheduled 918
at no extra charge to Augusta. 919
920
4.5.4 Illegally Parked Vehicles 921
If an illegally parked vehicle blocks a street or alley, the Contractor must inform Augusta of the 922
situation and request removal of the vehicle. Removal of the vehicle usually occurs in a matter of 923
hours, thus collection must be provided on the scheduled day. If the vehicle is not removed by the 924
end of the collection day and there is no other access to the Roll-Out Carts, the Contractor shall, 925
upon notification to and approval by Augusta, provide collection at start of shift on the following 926
day. The Contractor is responsible for follow-up with Augusta until the vehicle is removed and 927
shall inform Augusta when the vehicle is removed. 928
929
SECTIO 5 - ROLL-OUT CARTS AD RECYCLABLES CARTS 930
5.1 Provision & Maintenance of Roll-Out and Recyclables Carts 931
Except as otherwise provided for in this Agreement, Augusta will be responsible for providing and 932
delivering Roll-Out and Recyclables Carts to Customers, and delivering replacement Roll-Out and 933
Recyclables Carts for those which are lost, stolen, damaged or worn beyond their useful life. Augusta will 934
also be responsible to repair or replace all Roll-Out and Recyclables Carts as needed. 935
5.2 Roll-Out and Recyclables Cart Size & Types 936
Roll-Out and Recyclables Carts provided to Customers by Augusta include 35-gallon, 64-gallon and 95-937
gallon nominal capacity carts. Augusta may distribute Roll-Out and Recyclables Carts of other sizes; 938
however, all such Roll-Out and Recyclables Carts will be compatible with the approved collection 939
equipment. The number of Roll-Out and Recyclables Carts distributed will be at the sole discretion of 940
Augusta. 941
5.3 Roll-Out and Recyclables Cart Loss & Damage 942
943
The Contractor shall exercise all reasonable care and diligence to ensure that Roll-Out and Recyclables 944
Carts are not damaged by its collection vehicles while providing collection service. 945
946
When Contractor's equipment operators observe any damaged Roll-Out Cart or Recyclables Cart, the 947
Contractor shall report the address and description of the damaged Roll-Out Cart or Recyclables Cart to 948
Augusta through the onboard computer. If, in Augusta's judgment following inspection, the Contractor is 949
responsible for damaging a Roll-Out Cart or Recyclables Cart, the Contractor shall pay Augusta's fee to 950
cover the costs to repair or replace the damaged Roll-Out Cart or Recyclables Cart. Augusta will adjust 951
the payment of the Contractor's next monthly invoice in an amount equal to the cost of these repairs or 952
replacements. 953
954
From the Start Date, the Contractor will be given a waiver on Roll-Out Cart and Recyclables Cart 955
damages for a period of ninety (90) days. This time shall be used by the Contractor to identify any 956
current damages to Roll-Out and Recyclables Carts and afford Augusta time to make such repairs or 957
replacements. 958
959
5.4 Roll-Out and Recyclables Cart Placement 960
Contractor shall return Roll-Out and Recyclables Carts to their original location, or to a safe location, 961
taking special care not to create a hazard to the traveling public, not to block access to driveways or 962
mailboxes. The Roll-Out and Recyclables Carts shall be located a safe distance from either side of the 963
driveway to assure Customers are not impeded in entering their driveway. Roll-Out Carts and Recycling 964
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Solid Waste & Recyclables Collection
Augusta, GA
Carts shall not be left in the gutter line of the street, but shall be placed behind the curb where curb and 965
gutter exist and off the road, on public right-of-way when no curb and gutter exist. When the Contractor 966
shall fail to meet these performance standards, the Contractor shall pay Augusta damages described 967
herein. 968
969
5.4.1 Due Care 970
The Contractor shall exercise all reasonable care and diligence to ensure that Roll-Out and 971
Recyclables Carts are not damaged by its collection vehicles while providing collection service. 972
973
5.4.2 Damages by Collection Vehicles, Actions, or eglect 974
The Contractor shall be responsible for any damage to or loss of Roll-Out or Recyclables Carts 975
resulting from misplacement (if hit by vehicle because they are placed too near to the travel lane), 976
mishandled (damaged by or falls into the Contractor's collection truck), abuse (slinging or 977
throwing) or crushed (either by the packing blade or automated arm). The Contractor shall 978
immediately notify Augusta of any damaged Roll-Out or Recyclables Carts caused by 979
Contractor's collection vehicles, action or neglect. 980
981
a. One hundred dollars ($100) for each offense starting at the eleventh (11) violation of 982
Sections 5.4, 5.4.1, and 5.4.2 during any one (1) calendar month; 983
984
b. An additional five thousand dollars ($5,000) for each month in which there are two 985
hundred (200) or more violations of Sections 5.4, 5.4.1, and 5.4.2 in any one (1) 986
calendar month. 987
988
5.4.3 Damages - Wheels 989
The Contractor shall be responsible for any damage to or loss of Roll-Out or Recyclables Carts 990
wheels. If, in Augusta's judgment, following inspection, the Contractor is responsible for 991
damaging a Roll-Out Cart or Recyclables Cart, the Contractor shall pay Augusta's fee to cover the 992
costs to repair or replace the damaged Roll-Out Cart or Recyclables Cart. 993
994
a. Twenty-five ($25) for each offense starting at the eleventh (11) violation of Sections 995
5.4.3. during any one (1) calendar month; 996
997
b. An additional five thousand dollars ($5,000) for each month in which there are two 998
hundred (200) or more violations of Sections 5.4.3 in any one (1) calendar month. 999
1000
1001
SECTIO 6 – EQUIPMET/FACILITIES 1002
6.1 Collection Vehicles 1003
1004
The Contractor shall provide and maintain during the Contract a fleet of collection vehicles sufficient in 1005
number and capacity to perform the services described in this Agreement. All vehicles shall be 1006
appropriately licensed with the State of Georgia in Richmond County and comply with all applicable 1007
federal, state, and local laws and regulations. 1008
1009
The Contractor shall provide and use only such equipment, material, and facilities as are capable of 1010
performing quality and timely services required by this Agreement. The fleet shall be sufficient to handle 1011
the special requirements of adverse weather, holiday and Masters overloads. The Contractor's collection 1012
vehicles shall be maintained by the Contractor, kept clean, neat, kept in good repair and working order. 1013
The Contractor shall furnish, at its sole expense, whatever backup or substitute equipment may be 1014
required to continue performance of the services. 1015
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Solid Waste & Recyclables Collection
Augusta, GA
1016
6.1.1 Vehicle Specifications 1017
a. All collection vehicles shall have enclosed bodies. 1018
1019
b. The Contractor may use new or used equipment so long as the equipment is capable 1020
of performing the required services in accordance with this Agreement. Collection 1021
equipment utilized in this Agreement shall not be more than three (3) years old at the 1022
Starting Date of this Agreement. In no event shall a vehicle operating under this 1023
Agreement exceed a maximum age of ten (10) years. 1024
1025
c. The noise level for collection vehicles during the stationary compaction process shall 1026
not exceed seventy-five (75) decibels at a distance of twenty-five (25) feet from the 1027
collection vehicle and at an elevation of five (5) feet from the ground elevation of 1028
such vehicle. 1029
1030
d. Prior to the Starting Date and then quarterly thereafter, the Contractor shall supply 1031
Augusta with a list of all equipment to be used in providing services and shall notify 1032
Augusta of additions or deletions as they occur. 1033
1034
e. The Contractor shall maintain a dedicated fleet solely for use to provide Augusta, 1035
Georgia collection services included in this Contract. With Augusta approval, and at 1036
the sole discretion of Augusta, vehicles used in the provision of services under this 1037
Agreement may be used for other purposes, provided that the Contractor has made a 1038
request in writing, and such request was approved by Augusta in writing. Any such 1039
use shall not interfere in any way with the Contractor's provision of services under 1040
this Agreement. Augusta reserves its right to revoke such authorization at any time 1041
for any reason. 1042
1043
f. The Contractor shall be responsible for arranging for tare weights with the 1044
Designated Disposal Facility and the Designated Recycling Facility for all collection 1045
vehicles prior to the Starting Date, and shall periodically, upon request from Augusta, 1046
arrange for updating tare weights. 1047
g. All vehicles collecting Roll-Out or Recyclables Carts shall have cart tippers/dumpers 1048
on the collection vehicles which are operational. All such tipper/dumpers shall be 1049
designed to empty carts pursuant to ANSI Z245.30-2008 and ANSI Z245.60-2008. 1050
Cart tippers/dumpers shall be operated at the original equipment manufacturers 1051
specifications. Cart tippers/dumpers which do not meet this requirement shall not be 1052
used. Augusta has the right to inspect and test cart tipper/dumpers. Should a cart 1053
tipper/dumper not pass inspection, the collection vehicle shall be removed from 1054
service until such time as the deficiency has been remedied. 1055
1056
If a cart tipper/dumper is used that does not meet the above specifications, the 1057
Contractor risks being responsible for additional damages to Roll-Out Carts and 1058
Recyclables Carts to include the cost of repair or replacement under Section 5.4. 1059
1060
h. All collections vehicles used to perform functions under this Contract shall be 1061
equipped with the following in complete and sound working order: 1062
1063
1. Progressive ambient noise back-up alarm. 1064
Attachment number 8 \nPage 22 of 73
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Solid Waste & Recyclables Collection
Augusta, GA
2. Back-up camera with monitor visible from any driving position. 1065
3. A 10 pound fire extinguisher. 1066
4. A 25 person first aid kit. 1067
5. Minimum of three safety marking devices (flares, or reflective triangles). 1068
6. Rear-mounted strobe light(s) activated while collecting materials. 1069
7. A spill kit with a minimum size of 10 gallons to handle operational spills. 1070
8. Onboard computer hereinafter defined. 1071
i. All supervisors vehicles used to perform functions under the Contract shall be 1072
equipped with the following in complete and sound working order: 1073
1074
1. A 10 pound fire extinguisher. 1075
2. A 25 person first aid kit. 1076
3. Minimum of three safety marking devices (flares, or reflective triangles). 1077
4. A spill kit with a minimum size of 10 gallons to handle operational spills. 1078
5. Onboard computer hereinafter defined. 1079
j. All collection vehicles or personnel must be equipped with a communication device 1080
(i.e. cell phone or radio) which allows for immediate communication between the 1081
collection vehicle and a supervisor, and/or the Contractor’s office. 1082
k. All vehicles operated under the authority of this Contract shall be driven in 1083
compliance with Uniform Rules of the Road and Georgia State traffic laws and, 1084
where applicable, Augusta’s codes, ordinances, and rules. 1085
l. The Contractor shall make a reasonable effort to empty each collection vehicle at the 1086
end of each day. 1087
m. The Contractor is responsible for any and all fees associated with disposal permits, 1088
inspection fees, IFTA stickers, etc. These permits shall be timely obtained. 1089
n. Prior to the Starting Date, and annually thereafter, the Contractor shall have a D.O.T. 1090
inspection performed on all vehicles operating under this Contract by a competent 1091
third party firm to perform such inspections. Copies of said inspection shall be 1092
supplied to Augusta within 30 days of the inspection taking place. Should a vehicle 1093
not pass inspection, it shall be removed from service until such time as the deficiency 1094
has been remedied. 1095
o. Augusta shall have the right to inspect all vehicles used in performing this Contract. 1096
Augusta shall have the right to do random spot inspections as it deems reasonably 1097
necessary. Should a vehicle not pass inspection, it shall be removed from service 1098
until such time as the deficiency has been remedied. 1099
p. All vehicles operated under this Agreement, to include collection vehicles and 1100
supervisor’s vehicles, shall operate solely on Compressed Natural Gas (CNG). 1101
1. Vehicles operating on CNG shall be able to be filled at a minimum 1102
flow rate of six (6) diesel gallon equivalents (DGE) per minute. 1103
2. All vehicles operating on CNG shall be equipped with a 1000 scfm 1104
fill port for fast filling and it is recommended that they also have a 1105
5000 scfm fast fill port. 1106
3. All vehicles shall be equipped with Syntech-Fuelmaster Systems, 1107
AIMS II product which will communicate directly with the fueling 1108
island. 1109
6.2 Smart Vehicle Onboard Technology 1110
Attachment number 8 \nPage 23 of 73
Item # 36
Page 24 of 73
Solid Waste & Recyclables Collection
Augusta, GA
The Contractor shall purchase, install, and utilize on-board technologies on each of the collection vehicles 1111
and supervisor vehicles. This technology will be used to perform a variety of tasks which will provide 1112
necessary data and service validation both for Augusta and for our customers. 1113
1114
6.2.1 Fully Automated Service Verification 1115
The RFID technology shall be capable of reading Augusta’s RFID tags in each Roll-Out 1116
Cart and shall verify the accuracy of containers being serviced, including positively 1117
identifying which customers were not serviced and why; identify which containers were 1118
not out for collection; and which customers had extra materials for collection. It should 1119
also identify containers that have been moved, stolen, or relocated. All such actions 1120
should be captured by photograph attached to the customer and/or container. 1121
1122
6.2.2 Provide Detailed Route Sheets 1123
Driving directions to the next stop based on the route sheets, also allow the driver to 1124
choose the next stop manually when running the route out of sequence. When this 1125
occurs, the system shall recalculate the route. 1126
1127
6.2.3 On-Board Scale Technology 1128
Automatically record lift events and lift weights for Roll-Out carts and Recyclables Roll-1129
Out carts for each customer. 1130
1131
6.2.4 Roll-Out Carts 1132
Automate the delivery, damage, exchanges, returns, and removals of Roll-Out Carts for 1133
each customer. This function will be performed by Augusta, but the software should be 1134
capable of supporting cart data. 1135
1136
6.2.5 Hand-Held Devices 1137
A hand-held device which integrates with the on-board computer that will allow the 1138
driver and/or supervisor to collect information while outside of the vehicle. The hand-1139
held device shall have signature verification and RFID reader capabilities. 1140
1141
6.2.6 Global Positioning System 1142
All data gathering and tracking shall be geo-coded and provide real-time vehicle 1143
locations (within 2 minutes), route driver, and stops made. 1144
1145
6.2.7 Messaging 1146
Wireless communication to each vehicle while in the yard, en-route, or at the Designated 1147
Disposal facility, and real-time messaging between the driver and the back-office 1148
software. 1149
1150
6.2.8 Reporting 1151
A report center that allows the logging of time for breaks, customer stops, refueling, 1152
landfill, and others. This should also provide the recording of detailed events during 1153
accident situations, and the exact route each vehicle took any day. Reports should be 1154
customizable. 1155
6.3 Collection Vehicle Cleaning 1156
All collection vehicles must be kept clean, in sanitary condition, and good repair at all times. The 1157
Contractor shall ensure that all collection vehicles are washed as required to reduce possible odor, reduce 1158
vector problems and provide a positive image. 1159
1160
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Solid Waste & Recyclables Collection
Augusta, GA
6.4 Emergency Unloading 1161
1162
While Augusta recognizes that an occasional emergency such as a Hot Load may require unloading a 1163
collection vehicle in the field, the Contractor shall recollect this material within two (2) hours of the 1164
unloading. The Contractor shall notify Augusta immediately of such an event and shall take whatever 1165
measures are necessary to ensure that no fire danger exists. The area must be litter free after the re-1166
collection. The Contractor shall notify Augusta when the material has been collected; at which time 1167
Augusta may conduct a follow-up inspection to ensure that the cleanup has been completed to the 1168
satisfaction of Augusta. 1169
1170
6.4.1 Damages 1171
If the Contractor fails to collect the load and notify Augusta of such collection within two 1172
(2) hours, the Contractor shall pay Augusta in Damages one hundred dollars ($100) for 1173
each two- (2) hour period such load is not collected. If the material is not collected in a 1174
timely manner, Augusta may, in addition to assessing Damages for time delays, assess 1175
Damages of $2,000 to collect the load, and will invoice the Contractor the cost to repair 1176
any damage to Augusta's streets, sidewalks or other infrastructure as soon as Augusta can 1177
assess the costs of such damages to infrastructure. All repairs to Augusta property shall 1178
be completed by a licensed professional and in a means and matter approved by Augusta. 1179
1180
Augusta shall not be liable to Contractor for any damage to Contractor's collection 1181
vehicles or injury to Contractor's personnel, or any other damage or injury, as a result of a 1182
Hot Load. 1183
6.5 Vehicle Leaks & Spills 1184
Minimizing hydraulic fluid, oil leaks and spills on public or private streets and parking lots is a high 1185
priority for Augusta, Georgia. The Contractor shall maintain equipment in top mechanical condition, and 1186
the operator shall exercise vigilance in observing for leaks and spills that may develop during the 1187
collection day and take immediate corrective action to stop the leak or spill and call for cleanup of 1188
hydraulic fluid, oil, other vehicle fluids or other leaks or spills present upon the public or private streets or 1189
parking lots in accordance to the following standards. 1190
1191
6.5.1 Removal from Service/Spill Cleanup 1192
The Contractor’s vehicles shall be repaired or removed from service immediately if any spill or 1193
leak is a result of a mechanical problem, or poor seal(s). The Contractor shall be responsible for 1194
applying absorbent materials, clean up, and disposal in a manner which complies with all federal, 1195
state, and local laws and regulations, of all oil spills, hydraulic fluid or other leaks or spills 1196
associated with its provision of services. In the event of a spill or leak, the Contractor shall 1197
immediately notify Augusta and shall send a representative to the location of the incident. If the 1198
spill or leak is in a street location and/or is a public safety hazard, the Contractor shall also 1199
immediately request traffic control and any other required public safety personnel. Augusta and 1200
the Contractor will evaluate the spill or leak to determine proper handling. Augusta must approve 1201
the Contractor's recommended clean-up plan, which may require steam cleaning. The clean up 1202
must commence as soon as possible but no later than two (2) hours following the spill or leak. 1203
After application of absorbent materials is complete, the Contractor is responsible for removal of 1204
the absorbent material and/or cleaning of the street, if necessary. The Contractor shall notify 1205
Augusta when the cleanup is completed so that a follow-up inspection can be conducted to ensure 1206
that the cleanup has been completed to the satisfaction of Augusta. Any fluids associated with the 1207
spill or the cleanup shall be recovered for proper disposal and shall OT be released into the 1208
storm water system. 1209
1210
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Item # 36
Page 26 of 73
Solid Waste & Recyclables Collection
Augusta, GA
6.5.2 Damages 1211
In the event the vehicle operator fails to remove the leaking vehicle from service or call for the 1212
on-call mechanic to make field repairs, and continues collecting the route spreading puddles of 1213
hydraulic fluid, oil, other vehicle fluids or other leaks or spills throughout the road system, the 1214
Contractor shall be subject to Damages in the amount of $3,000, plus the damages described 1215
below. 1216
a. In the event that Contractor does not clean up any spill or leak within the time 1217
specified above, the Contractor shall be subject to Damages in the amount of one 1218
thousand five hundred dollars ($1,500) for each such occurrence. The Contractor 1219
shall endeavor to prevent such occurrences by whatever means possible. 1220
1221
b. If the Contractor fails to initiate proactive measures necessary to reduce the 1222
frequency and severity of vehicle leaks or spills the Contractor shall, in addition to 1223
the Damages described above, be subject to the following Damages: 1224
(i) One thousand dollars ($1,000.00) for each leak or spill during any 1225
one- (1) month period in which there were three (3) or more leaks or 1226
spills; 1227
1228
6.6 Vehicle Identification and Presentation 1229
Each Contractor vehicle will be clearly identified with the Contractor name, a vehicle number, and a local 1230
telephone number that can be clearly read from a distance of 100 feet. 1231
1232
6.6.1 Marketing Campaign – Vehicles 1233
The Contractor shall provide trucks that have been wrapped in a marketing campaign that address 1234
the following issues. At a minimum, it shall include Augusta phone number and Augusta email 1235
and/or web site information. Wraps may need to be replaced from time to time, to ensure that 1236
their appearance is acceptable to Augusta. 1237
a. Recycling awareness and participation 1238
b. Waste reduction strategies 1239
c. Eco friendly solutions 1240
d. Composting 1241
e. CNG Benefits 1242
f. Others as approved 1243
1244
6.7 Facilities 1245
The Contractor shall operate a facility within Augusta, Georgia, and will license/tag all vehicles utilized 1246
by the Contractor in the performance of this Contract in Augusta. 1247
1248
SECTIO 7 - DISPOSAL AD PROCESSIG SITES 1249
7.1 Ownership of Solid Waste Materials 1250
The Contractor shall have ownership of solid waste from the time of collection until the materials are 1251
deposited at the Designated Disposal Facility or the Designated Recycling Facility. 1252
7.2 Designated Disposal and Recycling Facilities 1253
The Contractor shall be responsible for abiding by all rules and policies pertaining to the delivery of 1254
Residential Garbage, Yard Waste and Bulky Waste as directed by the Designated Disposal Facility, and 1255
delivery of Recyclables as directed by the Designated Recycling Facility. A copy of the current policies 1256
Attachment number 8 \nPage 26 of 73
Item # 36
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Solid Waste & Recyclables Collection
Augusta, GA
and procedures for the Designated Disposal Facility and Designated Recycling Facility will be provided 1257
to the Contractor by Augusta, and are subject to modification from time to time. 1258
1259
7.2.1 Designated Disposal Facility 1260
All Residential Garbage, Yard Waste and Bulky Waste shall be delivered to the Deans Bridge 1261
Road Landfill, located at 4330 Deans Bridge Road, Blythe, Georgia 30805. 1262
1263
Disposal of Residential Garbage, Yard Waste and Bulky Waste will be provided by Augusta at no 1264
charge to the Contractor for all materials delivered to the Designated Disposal Facility. 1265
1266
Mixing of non-contract solid waste is strictly prohibited, and will be considered a breach of 1267
contract. 1268
1269
7.2.2 Designated Recycling Facility 1270
All Recyclables shall be delivered to the transfer station located at 3946 Goshen Industrial Blvd, 1271
Augusta, Georgia, 30906 or other location as may be determined by Augusta from time to time. 1272
1273
Disposal of Recyclables will be provided by Augusta at no charge to the Contractor for all 1274
materials delivered to the Designated Recycling Facility. 1275
1276
7.2.3 Damages 1277
If the Contractor delivers Recyclables to the landfill, Damages in the amount of five hundred 1278
dollars ($500.00) per incident will be assessed. 1279
1280
7.3 on-Contract Waste 1281
1282
Beginning on the Effective Date, the Contractor servicing Designated Collection Area 1 has the right to 1283
bring Augusta non-contract waste collected, or under its control, where economically feasible, in the areas 1284
surrounding Richmond County. The Contractor shall pay Augusta the standard volume based disposal 1285
rates from 0-5000 tons per month. The Contractor shall pay Augusta $17.00 dollars per ton on the 5001-1286
10,000 tons per month. After that the standard volume based disposal rates shall apply. 1287
1288
a. The tons being charged at the reduced rate will factor into the standard volume based rates 1289
tonnages. 1290
1291
b. Augusta shall be entitled to the same CPI Adjustment as afforded the Contractor in Section 12.3. 1292
All the same general conditions of adjustment shall apply with the exception that Augusta does 1293
not have to provide notice as required under Section 12.3.1 (b). 1294
1295
7.4 Additional on-Contract Waste 1296
The Contractor, with Augusta’s prior approval, may market Augusta’s landfill in an effort to generate 1297
additional revenues for both the Contractor and Augusta. Negotiated disposal pricing must be approved 1298
by the Environmental Services Director and Augusta’s Administrator. 1299
1300
SECTIO 8 – MEDIA AD CAPITAL COSTS 1301
1302
8.1 Media Design and Distribution 1303
Between the Effective Date and the Start Date, the Contractor shall provide a Media Design and 1304
Distribution firm capable of designing, distributing, and producing the following items. The estimated 1305
expense per Designated Collection Area awarded is $75,000.00. The schedule of such services shall be 1306
coordinated with Augusta to insure a timely implementation. 1307
Attachment number 8 \nPage 27 of 73
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Page 28 of 73
Solid Waste & Recyclables Collection
Augusta, GA
1308
8.1.1 Internet Site 1309
This shall include the acquiring and hosting of the domain name “augustasolidwaste.com”. The 1310
website shall be interactive and capable of providing fill-able forms, customer service 1311
information, and educational items, at a minimum. The content will be coordinated, specified, 1312
and approved by Augusta. Said domain name will be transferred to free and clear to Augusta at 1313
the termination of this Agreement. 1314
1315
8.1.2 Truck Media 1316
The Media firm will design, produce, and install various vehicle media and wraps as approved by 1317
Augusta. The Contractor shall bear all costs for the production and installation of media items on 1318
their collection vehicles. All vehicles shall state that they are fueled by CNG”. See Section 6.6.1 1319
for details. 1320
1321
8.1.3 Pamphlets, Handouts, Advertising, Public Service Announcements 1322
The Media firm will be capable of designing pamphlets, handouts, large advertising pieces (such 1323
as newspaper advertisements and billboards), as well as Public Service Announcements at the 1324
direction and approval of Augusta. 1325
1326
8.1.4 Other Media 1327
Augusta may utilize the funds for other media which may include newspaper advertisement, 1328
billboards, or other forms of advertisement or public relations as Augusta deems appropriate. 1329
1330
8.1.5 Annual Media 1331
The Contractor will provide additional funds in the amount of $50,000 per year per Designated 1332
Collection Area for updates to the media items, as well as additional media items as Augusta 1333
deems appropriate. 1334
1335
8.2 Capital Costs 1336
Between the Effective Date and the Start Date, the Contractor shall provide the following items per 1337
Designated Collection Area awarded. 1338
1339
8.2.1 Roll-Out Carts 1340
The Contractor awarded Designated Collection Area One (1) and Designated Collection Area 1341
Two (2) shall each provide: 1342
1. 8,000 96-gallon Cascade Engineering Roll-Out Carts to Augusta. Such Roll-Out Carts 1343
will be the same specification as Augusta currently owns. These Roll-Out Carts shall 1344
include in their cost, the RFID Chip, and Assembly and Delivery. These shall be 1345
provided prior to the Start Date. 1346
2. 1,000 96-gallon Cascade Engineering Recyclables Carts. Such Recyclables Carts will be 1347
the same specification as Augusta currently owns. Those Recyclables Carts shall include 1348
in their cost, the RFID Chip, In-mold recycling label and delivery to Augusta’s Solid 1349
Waste Facility. These shall be provided prior to the Start Date. 1350
3. At a mutually agreeable time, 2,000 96-gallon Cascade Engineering Roll-Out Carts to 1351
Augusta. Such Roll-Out Carts will be the same specification as Augusta currently owns. 1352
These Roll-Out Carts shall include in their cost, the RFID Chip and delivery to Augusta’s 1353
Solid Waste facility. 1354
4. At a mutually agreeable time, 2,500 96-gallon Cascade Engineering Recyclables Carts. 1355
Such Recyclables Carts will be the same specification as Augusta currently owns. Those 1356
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Augusta, GA
Recyclables Carts shall include in their cost, the RFID Chip, In-mold recycling label and 1357
delivery to Augusta’s Solid Waste Facility. 1358
1359
The Contractor awarded Designated Collection Area Three (3) shall provide, prior to the Start 1360
Date, spare parts from Cascade Engineering. This shall include 30 pallets of wheels and axles, as 1361
well as 200 bars, and 200 Recyclables Cart lids. All items will be of a size and type to match the 1362
existing Augusta inventory. 1363
1364
8.2.2 Management Software 1365
A one-time fee of $100,000 for software licensing, set up, and integration will be provided at the 1366
inception of the contract per Designated Collection Area. Each contract year thereafter, $50,000 1367
will be provided for ongoing licenses, technology support, and programming per Designated 1368
Collection Area. 1369
1370
8.2.3 Hand-Held Solutions 1371
Three portable Windows CE-based hand-held devices will be provided to Augusta for their use in 1372
support and management of this Contract per Designated Collection Area. The devices will be 1373
capable of integrating with the on-board vehicle units and will be equipped with RFID readers, 1374
signature capture, and the ability to enter data. This shall include the cost of any monthly access 1375
or service fees. 1376
1377
8.2.4 CG Station 1378
The Contractor awarded Designated Collection Area One (1) and Designated Collection Area 1379
Two (2) shall design and build a CNG station for the use under this Agreement. Such station 1380
shall be designed with Augusta’s input. For Designated Collection Area One (1), a one-time fee 1381
of $2,650,000.00, for Designated Collection Area Two (2), a one-time fee of $2,650,000.00, for 1382
the development of CNG and LFG infrastructure, at an Augusta identified location and 1383
constructed by a mutually-agreed upon contractor. The CNG stations shall be operational by 1384
January 18, 2013, and on or before that date, the title to such property, equipment and 1385
improvements shall be transferred to Augusta, free and clear. Specifications for the construction 1386
of the station shall be provided once the Contract is awarded. 1387
1388
8.2.5 Additional CG Infrastructure 1389
The Contractor awarded Designated Collection Area Two (2) and Designated Collection Area 1390
Three (3) shall provide an additional $2,650,000.00 for Augusta’s use. Such funds shall be paid 1391
in the fifty fourth (54) month of the Agreement. 1392
8.3 Annual Survey 1393
An annual customer satisfaction survey that will be administered by a professional survey company 1394
selected by Augusta and paid for by the Contractor. This survey will target areas where service problems 1395
or poor participation are observed, and for the purpose of this Contract is valued at $15,000.00 per 1396
Designated Collection Area. 1397
Augusta will evaluate the results of the survey in conjunction with the profile of the key performance 1398
measures to determine the overall performance of the Contractor. Augusta will review the results of the 1399
Monthly Performance Summary with the Contractor on at least a quarterly basis and the Contractor 1400
agrees to implement measures as necessary to improve areas identified as requiring improvement. The 1401
Contractor recognizes that these results will be compiled by Augusta and may be presented internally or 1402
publically. 1403
1404
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Augusta, GA
Contractor acknowledges that its performance relative to the Monthly Performance Summary shall not be 1405
construed to mean that the Contractor is meeting its performance obligations as required by this 1406
Agreement. Should the Contractor not comply with any other material provision of this Agreement, 1407
Augusta may declare the Contractor in default notwithstanding its performance levels relative to the 1408
Monthly Performance Summary. 1409
1410
8.4 Unused Funds 1411
Any unused funds from the activities in this Section shall be credited to Augusta on the final statement of 1412
each year. 1413
1414
SECTIO 9 - CUSTOMER SERVICE 1415
1416
9.1 Requests for Service 1417
Augusta's Customer Care Center is responsible for receiving Customer inquiries, Requests for Service, 1418
and complaints related to service in the Service Area. Upon receipt of a call requiring follow-up by the 1419
Contractor, the Customer Care Center will prepare a Request for Service form and send such forms 1420
electronically to both the Contractor and the Environmental Services Department representative 1421
responsible for monitoring the Contractor's services under this Contract. The Contractor shall provide a 1422
computer system that is in compliance with Section 9.3 below. In the event that the Contractor receives 1423
any telephone calls from Customers, other than in response to follow-up property damage calls as 1424
described in Section 10.3, the Contractor shall refer such calls to Augusta. 1425
1426
9.1.1 Receipt of Requests for Service 1427
Once a Request for Service has been sent by Augusta, it shall be considered as received by the 1428
Contractor, therefore the Contractor shall ensure that its system for receipt of Requests for 1429
Service is operational at all times and monitored, at a minimum, at all times during the office 1430
hours set forth in Section 10.1 and any other time as necessary for the Contractor to comply with 1431
the requirements of this Agreement. 1432
1433
9.1.2 Completion of Service Request 1434
The Contractor shall notify Augusta, through its response to the Request for Service, of the 1435
Contractor's actions taken in response to the Request for Service including the date and time the 1436
request was completed. 1437
1438
9.1.3 Monthly Reports 1439
Augusta shall keep a record of the total number of Requests for Service received related to the 1440
Service Area by the Contractor under this Agreement. These records will be transmitted to the 1441
Contractor monthly. 1442
9.2 Customer Service 1443
The Contractor shall be responsible for responding to Customer requests for information that may be 1444
received by its employees in the course of providing services. To assist the Contractor in providing such 1445
information, Augusta will supply the Contractor with literature regarding Augusta services and the 1446
Contractor shall ensure that such literature is available at all times in all collection vehicles for use by its 1447
equipment operators. All literature used by the Contractor for this purpose must either be supplied by or 1448
approved by Augusta prior to use. 1449
9.3 Computer Hardware and Software Requirements 1450
The Contractor shall provide network access with sufficient bandwidth and speed to transfer data in a 1451
timely manner between the Customer Care Center and the Contractor's operation center in a manner 1452
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Augusta, GA
acceptable to Augusta. The Contractor's computer system shall be capable of running in a Windows 1453
environment and at an appropriate version of Windows to be compatible with Augusta’s software. 1454
1455
9.3.1 Software Requirements 1456
The Contractor shall acquire and operate at least one stand-alone license for Insight of the 1457
appropriate release to support the customer service software. The customer service software 1458
(Insight) and data shall remain the sole property of Augusta. 1459
1460
Augusta shall provide a customer service software capable of tracking complaints by street 1461
address. The data collected shall include route number, scheduled day of pickup, type of 1462
complaint, date, time, method of resolution, and related comments such as special conditions or 1463
services provided at the location. The ability to maintain a historical record of complaints and 1464
activities at this address, to transmit work orders, and to prepare daily or monthly reports sorted 1465
by day of week, address, street or neighborhood, and the ability to transmit data to remote 1466
locations are also required. 1467
1468
Augusta shall be responsible for all data integrity including routine system maintenance, backups, 1469
and data recovery. The Contractor shall be responsible for system maintenance includes 1470
troubleshooting at the Contractor's facility. 1471
1472
System availability will be a minimum of 12 hours per day, 5 days per week as defined by 1473
Augusta. 1474
1475
The Contractor shall provide a firewall between their facilities and Augusta facilities acceptable 1476
to Augusta for the protection and integrity of Augusta's network. 1477
1478
SECTIO 10 - PERSOEL AD SAFETY 1479
10.1 Contact with Contractor 1480
1481
10.1.1 Contractor Facility 1482
Throughout the Contract Term, the Contractor shall establish and maintain a local facility 1483
capable of receiving Requests for Service electronically and by telephone, and to dispatch 1484
appropriate trucks and personnel to respond to Request for Service or to respond to service 1485
complaints such as Littering, property damage, or Vehicle Leaks and Spills within the time 1486
limits established in this Agreement. 1487
1488
The contractor facility should be of sufficient size and type to house all vehicles used under 1489
this contract, maintenance and cleaning for all vehicles operated under this contract, an office 1490
of sufficient size for contractor staff, and storage space for equipment as needed. 1491
1492
10.1.2 District Manager 1493
All Contractor personnel shall be directed by a District Manager permanently stationed 1494
within Augusta. The Contractor shall furnish Augusta the name of the District Manager prior 1495
to the Starting Date and shall notify Augusta immediately if the District Manager is changed 1496
at any time. The Contractor's District Manager shall serve as the contact person for dealings 1497
and communications with the Contractor. A request to the Contractor's representative shall 1498
always constitute a request to the Contractor. 1499
1500
10.1.3 Office Hours and Contact Personnel 1501
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A responsible person in charge shall be present at the Contractor's local office during the 1502
time period of 8:00 a.m. to 5:15 p.m. Monday through Friday, and on Saturday when 1503
collection is scheduled, with the authority to make decisions relevant to operations under this 1504
Agreement. 1505
1506
Route supervisors will be accessible by telephone between the hours from 6:30 a.m. to 8:00 1507
p.m. on all days when collection operations are in progress. The names and phone numbers 1508
of emergency representatives shall be given to Augusta prior to the Starting Date, and shall 1509
be updated as soon as any changes are made. Contractor's emergency representative shall be 1510
responsible for responding to any Requests for Service from Augusta on non-collection days 1511
and evenings, as described in this Agreement. If Friday is a scheduled collection day, misses 1512
will be collected on Saturday. 1513
1514
10.1.4 Augusta Contact Persons 1515
Augusta will designate a contact person for operational issues and a contact person for 1516
Agreement administration issues. It is, however, recognized that daily operational 1517
communications will occur at all levels of staff. To the extent that these communications 1518
facilitate job performance, they are encouraged. 1519
1520
10.1.5 Communication Devices 1521
The Contractor shall provide, at the Contractor's cost, sufficient communicating devices to 1522
facilitate good two-way communication between Contractor personnel, Augusta Customer 1523
Care Center, and Augusta Environmental Services Department supervisory staff and support 1524
personnel. 1525
10.2 Employees: Character of Workers 1526
All employees, subcontractors, superintendents, foremen, and workers employed by the Contractor shall 1527
be competent and careful workers, skilled in their respective trades. The Contractor shall not employ any 1528
person who repeatedly engages in misconduct or is incompetent or negligent in the due and proper 1529
performance of his or her duties under this Agreement. The Contractor shall furnish such supervision, 1530
labor, and equipment as is considered necessary for the fulfillment of the services in an acceptable 1531
manner at a satisfactory rate of progress. 1532
1533
10.2.1 Drug-Free Work Place 1534
The Contractor shall prohibit the use of intoxicating and/or illegal substances by its employees, 1535
subcontractors, superintendents, foremen, and workers while on duty or in the course of 1536
performing their duties under this Agreement. Records of any such substance testing will be 1537
provided to Augusta upon written request. 1538
1539
10.2.2 Uniforms 1540
The Contractor's employees, subcontractors, superintendents, foremen, and workers shall be 1541
required to wear a clean uniform bearing the Contractor's name. The uniform shall meet an ANSI 1542
class II standard for reflectivity and visibility. Employees, who normally and regularly come into 1543
direct contact with the public, including drivers, shall bear some means of individual 1544
identification such as a nametag or identification card. 1545
1546
10.2.3 Driver Credentials 1547
Employees driving the Contractor's vehicles shall at all times possess and carry a valid 1548
Commercial Driver's License issued by the State of Georgia or South Carolina for the class 1549
appropriate to the weight of the vehicle being driven. Augusta reserves the right to require the 1550
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Augusta, GA
Contractor to provide proof of compliance with federal laws regarding Commercial Driver's 1551
Licenses, specifically information regarding drug testing. 1552
1553
10.2.4 Contract Employees 1554
The Contractor's employees, officers, agents, and subcontractors shall, at no time, be allowed to 1555
identify themselves or in any way represent themselves as being employees of Augusta. 1556
1557
10.2.5 Removal of Contractor Employee 1558
Augusta shall have the sole right to require the removal and replacement of a Contractor’s or 1559
subcontractor’s employee working under this Contract. Augusta shall exercise such a right by 1560
providing written notice to the Contractor. 1561
1562
Contractor will replace any personnel who separate from the Contractors employment with equivalently 1563
qualified persons. The Contractor will replace such personnel as soon as reasonably possible. 1564
10.3 Property Damage/Accidents 1565
10.3.1 Property Damage 1566
As between Augusta and the Contractor, the Contractor shall retain full responsibility for all 1567
claims of damage to private property caused by the negligence or willful misconduct of the 1568
Contractor. In the event of any property damage caused by the Contractor, the Contractor shall: 1569
a. Immediately notify Augusta Customer Care Center and Environmental Services 1570
Department by telephone. 1571
b. Leave a notice at the time of the damage at the Residential Unit, Designated Non-1572
Residential Location, Unoccupied Location or the location where the damage occurred, 1573
informing the Customer of the damage and the telephone number of the Contractor to call for 1574
follow-up. 1575
c. Provide a written explanation to Augusta of the circumstances, results of any 1576
investigation, and disposition of the claim. 1577
d. Notify the Customer within ten (10) working days in writing of the disposition of the 1578
claim and provide a copy to Augusta. If the Contractor assumes responsibility for the 1579
damages, the notification shall include a date by which remedial action will be completed. 1580
e. The Contractor shall refer all calls regarding reporting of property damage to Augusta 1581
and Augusta will forward such claims to the Contractor in the form of a Request for Service. 1582
f. Should repair be required, the Contractor shall provide appropriately licensed personnel 1583
to complete the repair. 1584
1585
10.3.2 Claims Resolution 1586
The Contractor shall use its best efforts to promptly and expeditiously resolve claims. In the 1587
event that the Contractor denies responsibility for damages and the Customer pursues a remedy, 1588
Augusta may investigate. If Augusta believes that the Contractor is responsible and the 1589
Contractor continues to deny responsibility, Augusta may pursue, and the Contractor shall be 1590
obligated to the dispute settlement procedures as described in Section 20.16. 1591
1592
10.3.3 Damages 1593
If the Contractor does not notify Augusta of damages, the Contractor shall pay damages in the 1594
amount of $2,000.00 for each occurrence. 1595
1596
10.3.4 Accidents 1597
The Contractor shall immediately notify by telephone Augusta Customer Care Center and the 1598
Environmental Services Department of all vehicular accidents in which there is serious personal 1599
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injury or a fatality. The Contractor shall notify Augusta Customer Care Center and the 1600
Environmental Services Department of all other accidents in a timely manner. 1601
1602
10.4 Care and Diligence/Littering 1603
1604
The Contractor shall exercise all reasonable care and diligence in collecting Residential Garbage, 1605
Recyclables, Yard Waste and Bulky Waste. Collection service shall be accomplished in a manner, which 1606
contributes to a litter-free environment. Every effort must be made to prevent spilling, scattering, 1607
dropping, or littering of Residential Garbage, Recyclables, Yard Waste and Bulky Waste during the 1608
collection process and during transit to and from the Designated Disposal Facility, or Designated 1609
Recycling Facility. However, in the event that Residential Garbage, Recyclables, Yard Waste, or Bulky 1610
Waste are spilled, scattered, dropped, or littered, the Contractor's equipment operator shall immediately 1611
clean up the material, place it in the Roll-Out or Recyclables Cart, and collect the Cart contents. If any 1612
litter escapes from Contractor's collection vehicles on any roadways, the Contractor's equipment operator 1613
must immediately collect such litter. In the event that Contractor does not immediately collect such litter, 1614
the Contractor shall be subject to Damages in the amount of two hundred and fifty dollars ($250.00) for 1615
each such occurrence. The Contractor shall endeavor to prevent such occurrences by whatever means 1616
possible. 1617
1618
The Contractor acknowledges that streets and alleys frequently include multiple utility features. 1619
Therefore, particular attention shall be given to the location of water meters, transformers, guy wires, 1620
utility poles, irrigation sprinkler heads and other private property features. Authorization to use the street 1621
or alley does not abrogate the Contractor's responsibility to exercise caution in relationship to the property 1622
of other authorized users. 1623
1624
10.4.1 Damages 1625
As stated above, in the event that Contractor does not immediately collect such litter, the 1626
Contractor shall be subject to Damages in the amount of two hundred and fifty dollars 1627
($250.00) for each such occurrence. 1628
1629
10.5 Operator Awareness Training 1630
The Contractor shall be responsible for maintaining levels of operator participation regarding correct 1631
collection of Residential Garbage, Recyclables, Yard Waste and Bulky Waste; additional Carts; holiday 1632
collection, safe driving and operations, as well as all other contract provisions. 1633
1634
The Contractor shall be responsible for ongoing training of existing and new employees. 1635
1636
10.6 Communication Plan 1637
Within 30-days of approval of this Contract and by January 1 and July 1 of each year the Contract 1638
remains in effect, the Contractor shall submit a written Communication Plan to Augusta for review and 1639
approval. The Communication Plan shall identify key operations and administrative personnel and 1640
include the contacts’ name, title, primary area of responsibility, immediate supervisor including his/her 1641
office, home and cellular telephone number, pager number and email addresses for work day and after 1642
hour contact. The Communication Plan and/or contact names shall be updated as changes are made, but in 1643
no event less than semi-annually. The Communication Plan shall be included as an Appendix to this 1644
Contract once completed and approved by Augusta. 1645
1646
SECTIO 11 - REPORTIG REQUIREMETS 1647
1648
11.1 Daily Communication/Reports 1649
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Augusta, GA
In addition to communications requirements described throughout this Contract, the Contractor shall be 1650
responsible for providing, at a minimum, the following information and reports to Augusta on a daily 1651
basis: 1652
1653
1. Listing of missed collections, or other problems remaining unresolved from the previous 1654
day and how they will effect today's operations. 1655
2. Listing of all confirmed, collected locations. 1656
3. Listing of all locations which were not collected which could include locations which 1657
were not out or available for service, services which were blocked, routes which did not get 1658
completed, or non-collected Solid Waste due to contract limits being exceeded. 1659
4. Responses to Requests for Service. 1660
5. Production data to include fuel usage, hours, and mileage. 1661
6. Roll-Out and Recyclables Cart repair needs identified by the Contractor. 1662
7. Street or alley repair needs identified by the Contractor. 1663
8. Other information as requested by Augusta. 1664
1665
The information listed above shall be submitted in a format approved by Augusta. 1666
1667
Augusta and the Contractor shall meet on a monthly basis, or as often as deemed necessary by Augusta, to 1668
review and discuss any operational issues, Contractor's performance, and any other issues pertaining to 1669
services provided under this Agreement. 1670
1671
11.2 Monthly Reports 1672
The Contractor shall submit monthly reports via an electronic format acceptable to Augusta during the 1673
Contract Term commencing one (1) month after Contractor commences services. These reports shall be 1674
due by the 20th day of the month following the month for which the services were performed. Augusta 1675
may withhold up to twenty-five percent (25%) of the latest monthly invoice until all items required in the 1676
report are submitted to Augusta. Augusta will pay the balance of the invoice after the required items are 1677
provided. At a minimum, the monthly report shall include: 1678
1. Deliver a trends report on the utilization and weights of the Recyclables collection 1679
program. 1680
2. Deliver a trends report on the utilization and weights of the Yard Waste collection 1681
program. 1682
3. Summary description of any property damage, including status and/or final 1683
disposition. 1684
4. A narrative description of any significant operational issues during the month. 1685
5. Required forms relating to section 11.6 of the Agreement. 1686
6. Other information as requested by Augusta. 1687
1688
11.3 Record Keeping, Accounting, and Auditing 1689
The Contractor shall keep and maintain complete and detailed records including, but not limited to the 1690
following: 1691
1. Records that provide the basis for the reports required under Section 12 including all matters 1692
affecting amounts payable by or to Augusta or the Contractor, 1693
2. Policies for required insurance, policy amendments, and all other related insurance 1694
documents, 1695
3. Accounting records and vouchers evidencing all costs, receipts, payments, and any other 1696
matter of accounting associated with the Contractor's performance in accordance with generally 1697
accepted accounting principles and 1698
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4. Copies of bond documents for both payment and performance bonds. 1699
1700
11.3.1 Auditing 1701
The Contractor's books, records, and accounts shall accurately, fairly, and in reasonable detail 1702
reflect all Contractor's dealings and transactions, and shall contain sufficient data to enable those 1703
dealings and transactions to be audited in accordance with generally accepted governmental 1704
accounting and auditing standards. 1705
1706
Augusta, or its audit representative, shall have the right at any reasonable time to inspect, copy, 1707
and audit records relating to the services accounting records, vouchers, and their source 1708
documents which serve as the basis for costs, receipts, and payments. The said records shall be 1709
available for Augusta's inspection and audit for a period of three (3) years following the 1710
termination of this Agreement, and any extension of this Agreement and for such further periods 1711
as may be necessary to resolve any matters which may be pending at that time or any longer 1712
period required by applicable law. The Contractor shall make available at Contractor's Augusta 1713
offices any such records to Augusta upon request. 1714
1715
11.3.2 Financial Condition 1716
The Contractor shall immediately notify Augusta should it become apparent that the Contractor 1717
is unable to pay its debts as they become due and payable or if there is an adverse change in the 1718
Contractor's financial condition. The Contractor shall, upon Augusta's request, provide to 1719
Augusta the Contractor's most recent audited financial statements or un-audited statements if the 1720
audited statements are not then available. 1721
11.4 Reliability of Reports 1722
The Contractor represents that all information the Contractor has provided or will provide to Augusta is 1723
true and correct and can be relied upon by Augusta. Any material false or misleading information or 1724
omission shall be just cause for Augusta to terminate this Agreement and/or pursue any other appropriate 1725
remedy. 1726
11.5 Observation and Inspection 1727
1728
Augusta, its representatives, and invitees shall have the right to observe and inspect operations at all 1729
times, provided it is conducted in such a manner so as to minimize interference with the Contractor's 1730
performance and operations. The inspection may review operating records for the current and previous 1731
contract years, and may consist of an inspection of the physical areas of operations and equipment with 1732
emphasis on contract compliance, safety and hazard mitigation. 1733
1734
Augusta, at its own expense, may at any commercially reasonable time inspect any and all records 1735
relating to the services performed to verify that the services are being performed in accordance with this 1736
Agreement. 1737
1738
Augusta's inspections shall not relieve the Contractor of any of its obligations herein or impose any 1739
liability upon Augusta. 1740
11.6 Local Small Business Language 1741
In accordance with Chapter 10B of the AUGUSTA, GA. CODE, Contractor expressly agrees to collect and 1742
maintain all records necessary to for Augusta, Georgia to evaluate the effectiveness of its Local Small 1743
Business Opportunity Program and to make such records available to Augusta, Georgia. The requirements 1744
of the Local Small Business Opportunity Program can be found at www.augustaga.gov. In accordance 1745
with AUGUSTA, GA. CODE § 1-10-129(d)(7), for all contracts where a local small business goal has been 1746
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established, the contractor is required to provide local small business utilization reports. Contractor shall 1747
report to Augusta, Georgia the total dollars paid to each local small business on each contract, and shall 1748
provide such payment affidavits, regarding payment to subcontractors as may be requested by Augusta, 1749
Georgia. Such documents shall be in the format specified by the Director of minority and small business 1750
opportunities, and shall be submitted at such times as required by Augusta, Georgia. Failure to provide 1751
such reports within the time period specified by Augusta, Georgia shall entitle Augusta, Georgia to 1752
exercise any of the remedies set forth, including but not limited to, withholding payment from the 1753
contractor and/or collecting liquidated damages. 1754
1755
Contractor has agreed to a Local Small Business goal of twenty-five percent (25%). In accordance with 1756
Augusta, GA. Code § 1-10-129(d)(7), Contractor will submit local small business utilization reports and 1757
any additionally required information as provided for in Appendix F 1758
1759
SECTIO 12 - COMPESATIO 1760
1761
12.1 Basis and Method of Payment 1762
The Contractor shall offer the services described herein at the following rates beginning at the 1763
commencement of the Contract Term: 1764
1765
Advanced Disposal Inland Services
Residential Unit Residential Unit
Garbage - Once per week Garbage - Once per week
Recyclables - Once per week Recyclables - Once per week
Yard Waste - Once per week Yard Waste - Once per week
Bulky Waste - Once per week Bulky Waste - Once per week
Rate per unit per month: Rate per unit per month:
DCA 1: $ 13.68 DCA 2/3 $ 13.75
Recycling Perks $ 0.35 Recycling Perks $ 0.35
Designated on-Residential Location Designated on-Residential Location
Garbage - Once per week Garbage - Once per week
Recyclables - Once per week Recyclables - Once per week
Rate per unit per month: Rate per unit per month:
DCA 1: $ 9.00 DCA 2/3 $ 9.74
Recycling Perks $ 0.35 Recycling Perks $ 0.35
Unoccupied Location Unoccupied Location
Yard Waste - Once per week Yard Waste - Once per week
Bulky Waste - Once per week Bulky Waste - Once per week
Rate per unit per month: Rate per unit per month:
DCA 1: $ 0.00 DCA 2/3 $ 4.54
Extra Cart Fee: $ 8.50 Extra Cart Fee: $ 6.31
1766
1767
The listed unit price shall be adjusted annually for inflation beginning January 2015 in accordance with 1768
Section 12.3. 1769
1770
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12.2 umber of Collection Points 1771
Augusta shall pay the Contractor monthly for all services rendered as defined by this Contract. Payment 1772
shall be based on the actual number of Residential Units, Designated Non-Residential Location(s) and 1773
Unoccupied Locations serviced as well as additional services as allowed by this Contract. Adjustments in 1774
the Residential Unit count, Designated Non-Residential Location count and Unoccupied Location(s) 1775
count shall be made each month. A unit shall be considered billable if the Residential Unit, Designated 1776
Non-Residential Location or Unoccupied Location had been receiving services for the majority of the 1777
month. After services have been rendered, a Residential Unit, Designated Non-Residential Location or 1778
Unoccupied Location will be removed from billing if services were not rendered for the majority of the 1779
month. 1780
1781
12.3 Inflation Factor - CPI Adjustment 1782
The Contractor shall be entitled to seventy percent (70%) of the actual percentage change in the CPI (as 1783
hereinafter defined). 1784
1785
The “CPI”. Means the Consumer Price Index for All Urban Consumers (“CPI-U”), Atlanta, Georgia – 1786
Atlanta, Georgia, All Items, 1982-1984 equals 100, published by the United States Department of Labor, 1787
Bureau of Labor Statistics (“BLS”), or its successor. If BLS designates an index with a nes title or code 1788
number or table number as being the continuation of the index cited above, the new index will be used, or 1789
if no new index is designated, the most nearly compatible index shall be used. 1790
1791
12.3.1 General Conditions for Adjustments 1792
1793
a. The CPI Index percentage change will be determined from January 1st to December 31st 1794
of the previous year, with an implementation of any adjustment being made on January 1795
1st, and every January 1st thereafter with the first adjustment starting in January of 2015. 1796
1797
b. The Contractor must notify Augusta in writing by April 30th of each year beginning in 1798
April of 2014, of the percentage of any rate adjustment as well as the new rates to be 1799
implemented as allowed under this section. If timely notice is not received by Augusta, 1800
no increase will be allowed for that year. 1801
1802
c. Should the CPI Index show a decrease, Augusta will automatically be entitled to a 1803
reduced cost up to the allowable limits as defined hereinafter. 1804
1805
d. In any event, the adjustment will be limited to a maximum increase or decrease of four 1806
percent (4%) annually. 1807
12.4 Payment Reduction for Damages 1808
1809
Damage charges will be monitored monthly and reviewed with the Contractor each month. Augusta will 1810
deduct any damages owed Augusta from the next payment owed to the Contractor. If the contract is not 1811
extended or renewed in accordance with the contract conditions, Augusta will deduct any remaining 1812
damages owed Augusta from the last payment. However, in no event is Augusta prohibited from taking 1813
actions to collect any unpaid amount owed to Augusta. 1814
1815
12.5 Fuel 1816
Augusta shall provide CNG for use by the Contractors performing under this Agreement. The 1817
Contractors shall pay Augusta $4.00 per Diesel Gallon Equivalent (DGE) for vehicles operated under this 1818
Agreement. Augusta will provide monthly fuel usage to the Contractor and the cost of fuel will be 1819
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credited to Augusta on the Contractor’s monthly invoice. For non-contract vehicles operating on CNG 1820
(those not operating under this Agreement), Augusta may negotiate a CNG fuel price separate from this 1821
Agreement. 1822
12.5.1 Augusta shall be entitled to the same CPI adjustment as afforded the Contractor in 12.3. 1823
All of the same general conditions of adjustments shall apply with the exception that 1824
Augusta does not have to provide notice as required under 12.3.1 (b). 1825
12.5.2 The first price adjustment shall not go into effect until January 2015. 1826
12.5.3 In any event, the adjustment will be limited to a maximum increase or decrease of four 1827
percent (4%) annually. 1828
12.5.4 Should the Contractor not receive an Adjustment, Augusta reserves the right to adjust the 1829
price of fuel. 1830
1831
1832
1833
SECTIO 13 - ISURACE AD PERFORMACE SURETY 1834
13.1 Coverages 1835
The Contractor shall at all times during the Agreement maintain in full force and effect General Liability 1836
and Workmen's Compensation Insurance. All insurance shall be by insurers reasonably acceptable to 1837
Augusta and be in full force and effect before commencement of work. 1838
13.2 Insurance Limits 1839
For the purpose of the Agreement, the Contractor shall carry the following types of insurance in at least 1840
the limits specified below: 1841
1842
Coverages Limits of Liability
Workers’ Compensation Statutory
Employer’s Liability
$500,000 each accident limit
$500,000 Disease Policy Limit
$500,000 Each Employee Limit
Contractors and lessees shall be
responsible for workers’ compensation
insurance for subcontractors or sub
lessees who directly or indirectly provide
services or lease premise under the
Augusta, Georgia’s contract.
General Liability $2,000,000 per accident
$2,000,000 aggregate
Excess Umbrella Policy $2,000,000 per accident
Pollution Liability Insurance
Automobile Bodily Injury and Property
Damage Liability
$1,000,000 per claims made basis. The
Contractor needs to warrant any
retroactive date applicable to coverage
under the policy precedes the effective
date of the contract.
$1,000,000 per accident
1843
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As an alternative to the above, the Contractor may insure the above public liability and property 1844
coverages under a plan of self-insurance. The Contractor’s parent corporation may provide the required 1845
coverages to certify that their program is funded to actuarial projected losses. 1846
13.3 Certificate of Insurance 1847
a. The Contractor agrees to furnish Augusta certificates of insurance or other evidence 1848
satisfactory to Augusta to the effect that such insurance has been procured and is in force. 1849
The certificates shall contain the following express obligations: 1850
1851
"This is to certify that the policies of insurance described herein have 1852
been issued to the named insured for which this certificate is executed 1853
and are in force at this time. In the event of cancellation of a policy 1854
affecting the certificate holder, thirty (30) days prior written notice will 1855
be given to the certificate holder." 1856
1857
b. It is agreed that the Contractor will be responsible for notifying Augusta of any material 1858
change in a policy. 1859
1860
c. The certificates shall also include Augusta as an additional insured. 1861
13.4 Special Requirements 1862
The following special conditions shall apply to the insurance coverage: 1863
a. Augusta is to be included as an additional insured on both the commercial general liability 1864
and business auto liability policies. The Contractor providing the automobile liability coverage 1865
must include all vehicles owned, leased, hired, non-owned, and the employee non-owned 1866
vehicles Personal Injury Protection (when applicable). 1867
b. Commercial General Liability. The Commercial General Liability required coverage is 1868
ISO CG0001 or a substitute form providing equivalent coverage. Coverage must include: 1869
· Premises and Operations 1870
· Personal Injury/Advertising Liability 1871
· Products/ Completed Operations 1872
· Liability assumed under an Insured Contract (including tort liability of another assumed 1873
in a business contract) 1874
· Independent Contractors 1875
c. Pollution Liability. Contractors shall provide pollution liability coverage to cover bodily 1876
injury; property damage, (including natural resource damage), cleanup costs, removal, storage, 1877
disposal, and or use of the pollutant; and defense, including costs and expenses incurred in the 1878
investigation, defense, or settlement of claims. Coverage shall apply to the sudden and gradual 1879
pollution conditions resulting from the escape of smoke vapors, fumes, acids, alkalis, toxic 1880
chemicals, liquids, or gases, natural gases, waste materials, or other irritants, contaminants or 1881
pollutants (including asbestos). The Contractor needs to warrant any retroactive date applicable 1882
to coverage under the policy precedes the effective date of the contract 1883
1884
d. Current, valid insurance policies meeting the requirements herein identified shall be 1885
maintained during the Contract Term. Renewal certificates shall be sent to Augusta 30 days prior 1886
to an expiration date. There shall also be a 30-day notification to Augusta in the event of 1887
cancellation, modification of coverage, or reduction of aggregate limits below those required in 1888
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Section 13.2. Certificates of insurance meeting the required insurance provisions shall be 1889
forwarded to Augusta. Wording on the certificate that states that no liability shall be 1890
imposed upon the company for failure to provide such notice is not acceptable. 1891
1892
e. It is agreed that the Contractor will be responsible for notifying Augusta of any material 1893
changes in a policy. 1894
1895
f. It shall be the Contractor's responsibility to ensure that all subcontractors comply with the 1896
same insurance requirements that the Contractor is required to meet. 1897
1898
g. All Certificates of Insurances shall be furnished on an ACORD form or equivalent as require 1899
by this contract. The certificates for each insurance policy are to be signed by a person 1900
authorized by that insurer to bind coverage on its behalf. 1901
13.5 Surety 1902
1903
13.5.1 Performance Bond 1904
A performance bond and payment bond will be provided to Augusta prior of the execution of this 1905
Contract, the Contractor shall provide Augusta with a surety bond from a company rated A or better 1906
by A.M Best's Rating Service in an amount equal to 100% of the Contract’s value. With each 1907
submittal of a bond, the Contractor shall furnish a current copy of the A.M Best’s rating for the 1908
surety company providing the bonds. 1909
1910
For the first year, assume that Designated Collection Area 1 has 30,701, Designated Collection Area 1911
2 has 24,056 and Designated Collection Area 3 has 13,007 Residential Units. For each awarded 1912
Designated Collection area, take the number of assumed Residential Units and multiply by the 1913
Residential Unit rate in this Contract. 1914
1915
For each subsequent year, use the amount of the prior year’s actual payments received from January 1916
1st through December 31st to establish the surety amount, in a form acceptable to Augusta, to ensure 1917
the performance of the Contractor. Updated bonds shall be received by Augusta no later than January 1918
31, for each subsequent year of the contract. The form and amount of this surety bond shall be 1919
reviewed annually and updated as may be required by Augusta upon 30 days written notice to the 1920
Contractor. 1921
1922
1923
1924
SECTIO 14 - REPRESETATIOS AD WARRATIES 1925
1926
14.1 Representations and Warranties 1927
The Contractor represents and warranties satisfactory performance in accordance with this Contract as 1928
well as: 1929
a. Organization and Qualification. The Contractor is duly incorporated or otherwise legally 1930
organized and, validly existing and in good standing under the laws of the State of Georgia, 1931
and has all requisite power and authority to enter into and perform its obligations under this 1932
Contract. 1933
1934
b. Authority. 1935
1936
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1. The Contractor has the authority to execute this Contract, to make the representations and 1937
warranties set forth in it and is appropriately skilled, organized and financially able to 1938
perform the obligations of Contractor under this Contract in accordance with its terms. 1939
1940
2. This Contract has been validly executed by the authorized representatives of the Contractor 1941
and constitutes a legally binding, enforceable obligation of Contractor. 1942
1943
c. Government Authorizations and Consents. The Contractor has or will obtain prior to the 1944
Effective Date such licenses, permits, and other authorizations from federal, state, and other 1945
governmental authorities, as are necessary for the performance of its obligations under this 1946
Contract. 1947
1948
d. Compliance with Laws. The Contractor is not in violation of any applicable law, ordinance 1949
or regulation, the consequence of which will or may materially affect Contractor’s ability to 1950
perform its obligations under this Contract. The Contractor is not subject to any order or 1951
judgment of any court, tribunal, or governmental agency which could materially and 1952
adversely affects its operations or assets in the State of Georgia, or its ability to perform its 1953
obligations under this Contract. 1954
1955
e. Accuracy of Information. None of the representations or warranties in this Contract and none 1956
of the documents, statements, certificates or schedules furnished or to be furnished by 1957
Contractor pursuant hereto or in connection with the performance of the obligations 1958
contemplated under this Contract, contains or will contain any untrue statement of a material 1959
fact or omits or will omit to state a material fact necessary to make the statements of fact 1960
contained therein not misleading. 1961
1962
f. Independent Examination. In accepting these responsibilities, the Contractor represents and 1963
affirms that it has made its own examination of all conditions, facilities, and properties 1964
affecting the performance of this Contract and of the quantity and expense of labor, 1965
equipment, materials needed, and of applicable taxes permits and laws. The Contractor 1966
affirms that within the Designated Collection Area, it is aware of the present placement of 1967
Roll-Out Carts and Recyclables Carts at the curb, alley, or Carry-Out Collection locations, 1968
and the present location of Carry-Out Collection customers. The Contractor represents and 1969
warranties that it is capable of continuing to collect Roll-Out Carts and Recyclable Carts from 1970
their present locations. 1971
1972
SECTIO 15 - IDEMITY 1973
1974
15.1 Indemnity 1975
The Contractor(s) shall defend, indemnify and save harmless Augusta and Augusta’s officers, employees 1976
and agents from any and every claim and risk, and from all losses, damages, demands, suits, judgments 1977
and attorney fees, and other expenses of any kind (collectively “losses”) arising out of this Contract or the 1978
performance thereof; including but not limited to any personal injury, or death of any and all persons 1979
(including but not limited to the Contractor, its agents, employees, subcontractors and their successors 1980
and assignees, as well as Augusta or Augusta’s agents and all third parties); and including any property 1981
damage of any kind, whether tangible or intangible, including loss of use resulting there from, in 1982
connection with or related to the negligent or willful act(s) or omissions of the Contractor or its 1983
subcontractor which were caused in whole or in part by the Contractor or its subcontractor while 1984
performing work under this Contract, or in connection with or related to (in whole or in part by reason of) 1985
the presence of the Contractor or its subcontractors or their property, employees or agents, upon or in 1986
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proximity to the property of Augusta or any other property (upon which the Contractor is performing any 1987
work called for), except only those losses resulting solely from the negligence of Augusta. 1988
1989
SECTIO 16 - DEFAULT AD TERMIATIO 1990
1991
16.1 Default and Termination 1992
This section is independent, notwithstanding any other provisions of this Contract. The Contractor may 1993
be held in default of the Contract in the event the Contractor: 1994
1995
a. Fails to perform ninety percent (90%) of the collections required by this Contract and 1996
appears, to Augusta, to have abandoned the work, or to be unable to resume collections 1997
within forty-eight (48) hours. 1998
1999
b. Has failed on any occasion of two (2) consecutive working days, in any year, or ten (10) 2000
days in a calendar year to perform the collections required by the Contract. 2001
2002
c. Mixes Contract materials with materials collected from outside this Contract. 2003
2004
d. Fails to furnish and maintain a Performance and/or Payment Bond per Section 13. 2005
2006
e. Fails to furnish and maintain the Insurance requirements per Section 13. 2007
2008
f. Fails to be granted and/or receive prior written approval of a change of control or other 2009
provision as defined in Sections 20.3 and 20.4. 2010
2011
g. Fails to perform any material obligation of the Contractor under the terms of this 2012
Contract, and continuance of such failure after receiving written notice by Augusta 2013
specifying such failure, and Contractor’s failure to cure the default or immediately 2014
initiate and diligently pursue reasonable action to cure such non-performance within the 2015
thirty (30) day period. 2016
2017
To initiate proceedings under this Section, Augusta shall give notice to the Contractor and its 2018
surety. Within 7 days, Contractor may demand a hearing at which the Contractor may show 2019
cause as to why it should not be declared in default or why it should be given the opportunity 2020
to cure said default. In the event the Contractor fails to show cause, to the reasonable 2021
satisfaction of Augusta, why the Contractor should not be declared to be in default of this 2022
Contract, Augusta may make a declaration of default. In evaluating whether to make such a 2023
declaration of default, Augusta may, in its sole discretion, consider the severity of the alleged 2024
violations, and the overall performance of the Contractor under the Contract. 2025
2026
In declaring the Contractor to have defaulted on the Contract, Augusta also may order the 2027
Contractor to discontinue further performance of work under the Contract and transfer the 2028
obligation to perform such work from the Contractor to the surety on the Contractor’s 2029
performance bond and take any other action it deems advisable. 2030
2031
Under receipt of a notice that the work has been transferred to the surety without termination 2032
of the Contract, the surety shall take possession of all materials and equipment described in 2033
the most recent inventory submitted to Augusta, for the purpose of completing the work 2034
under the Contract, employ, by the Contract or otherwise, any person and/or all persons 2035
needed to perform the work; and provide materials and equipment required therefore. Such 2036
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employment shall not relieve the surety of its obligations under the Contract of bond. If there 2037
is a transfer to the surety, payments shall be made to the surety or its agent for all work 2038
performed under the Contract subsequent to such transfer, in amounts equal to those that 2039
would have been made to the Contractor had it performed in the manner and to the extent of 2040
the surety’s performance, and the Contractor shall have no claim upon the same. 2041
2042
In the event the surety on the Contractor’s performance bond fails to assume or continue 2043
performance within two (2) days after its receipt of notice that the work has been transferred 2044
to such surety, the Contractor shall be deemed to have leased, subleased, or otherwise license 2045
Augusta to use all, or whatever portion is desired by Augusta, of the materials and equipment 2046
described on the most recent inventory submitted to Augusta pursuant to Section 6 hereof, for 2047
collection (and processing) purposes for a period of up to one (1) year following the date of 2048
the declaration of default by Augusta without requiring Augusta to execute any other 2049
document whatsoever to accomplish such lease, sublease, or license and without requiring 2050
Augusta to post any bond, pledge, deposit or other security for such equipment and materials, 2051
but upon the condition that Augusta pay for the equipment and materials actually used for 2052
such collection, a market rental that is no greater than (i) the monthly lease, in the event such 2053
property is leased by the Contractor, (ii) the periodic installment, in the event such property is 2054
being acquired under a purchase Contract, (iii) the periodic financing interest and principal, in 2055
the event such property is being acquired under a purchase Contract, or (iv) the financing 2056
arrangement; provided, that under no circumstances shall Augusta be liable during its use of 2057
such property for any arrearages, balloon payment, accrued interest, accelerated charges in 2058
the event of a default, or other extraordinary payment; nor shall the satisfaction thereof be a 2059
condition of Augusta’s interim use of such property; provided, further, that such lease, sub-2060
lease, or license shall be suspended the date the surety on the Contractor’s bond or its agent 2061
accepts the transfer of work under the Contract. 2062
2063
In the event Augusta secures the performance of work under the Contract at a lesser cost than 2064
would have been payable to the Contractor had the Contractor performed the same, then 2065
Augusta shall retain such difference; but in the event such cost to Augusta is greater, the 2066
Contractor and its surety shall be liable for and pay the amount of such excess to Augusta. 2067
2068
All payments due the Contractor at the time of default, less amounts due Augusta from the 2069
Contractor, shall be applied by Augusta against damages suffered and expense incurred by 2070
Augusta to reason of such default, any excess shall be paid to the Contractor unless otherwise 2071
provided herein. 2072
2073
Notwithstanding the provisions of this Section, a delay or interruption in the performance of 2074
all or any part of the Contract resulting from causes beyond the Contractor’s control, as 2075
defined in section 20.28, shall not be deemed to be a default and the rights and remedies of 2076
Augusta provided for herein shall be inapplicable; provided that all labor disputes as defined 2077
in section 20.28 hereof shall not be considered a cause beyond the Contractor’s control as 2078
defined in section 20.28. 2079
2080
Augusta shall have the unilateral right to order in writing a temporary stopping of the work, 2081
or delaying performance that does not alter the scope, of the contract. 2082
2083
Augusta shall have the unilateral right to terminate this Contract in whole or in part for the 2084
convenience of Augusta, Georgia; provided however, 2085
2086
a. For the Contractor servicing Designated Collection Area 1, in the event that Augusta 2087
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elects to terminate this Agreement, Augusta agrees to pay all costs associated with the 2088
CNG infrastructure at one hundred and five percent (105%) of the then outstanding 2089
amount owed on the CNG infrastructure. The amount shall be calculated by dividing the 2090
total amount of money spent on the CNG infrastructure pursuant to Section 8.2.4, divided 2091
by 107 (months of the agreement) and multiplied by the remaining full months of the 2092
then terminated agreement. 2093
2094
b. For the Contractor servicing Designated Collection Area Two (2) and Designated 2095
Collection Area Three (3), in the event that Augusta elects to terminate the Agreement in 2096
the first 53 months of the agreement, Augusta agrees to pay all costs associated with the 2097
initial CNG infrastructure expense at one hundred and five percent (105%) of the then 2098
outstanding amount owed on the CNG infrastructure. The amount shall be calculated by 2099
dividing the total amount of money spent on the CNG infrastructure pursuant to Section 2100
8.2.4, divided by 53 and multiplied by the remaining full months through the 53 month. 2101
2102
c. For the Contractor servicing Designated Collection Area Two (2) and Designated 2103
Collection Area Three (3), in the event that Augusta elects to terminate the Agreement in 2104
the last 54 months of the agreement, Augusta agrees to pay all costs associated with the 2105
second CNG expense at one hundred and five percent (105%) of the then outstanding 2106
amount owed on the CNG infrastructure. The amount shall be calculated by dividing the 2107
total amount of money spent on the CNG infrastructure pursuant to Section 8.2.5, divided 2108
by 54 and multiplied by the remaining full months of the then terminated agreement. 2109
2110
d. In the event that Augusta terminates this contract for convenience, Augusta shall pay 2111
Contractor three months straight line depreciation on the collection vehicles operated 2112
under this agreement. A month of straight line depreciation shall be defined as the 2113
amount of money paid for the collection vehicles operating under this Agreement divided 2114
by 107 months. 2115
2116
SECTIO 17 – COMMITMET OF EQUIPMET 2117
2118
1. Unless a replacement or substitute is provided, all vehicles, facilities, equipment and property 2119
identified in the Contractor’s inventory under Section 6 for use in the performance of this 2120
Contract (called “such property”) shall be available for use in collecting Refuse, Garbage, 2121
Yard Waste, Recyclables, White Goods, and Bulky Waste. When provided, this Section 2122
applies to the replacement and substitute. 2123
2124
2. For the duration of this Contract, any document (including a lease to or by the Contractor, 2125
financing Contract, acquisition over time, mortgage, or other instrument establishing a 2126
security interest) that encumbers or limits the Contractor’s interest in such property shall: 2127
2128
a. Allow the surety on the Contractor’s performance bond to take over the Contractor’s 2129
obligations and to continue the use of the equipment in service for performance of the 2130
Contract; 2131
2132
b. Allow Augusta to take over the Contractor’s obligations and to continue the use of the 2133
equipment in service for performance of the Contract; 2134
2135
c. Exempt Augusta from liability during its usage of such property for arrearages, balloon 2136
payments, accrued interest, accelerated charges on account of a default, or other 2137
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extraordinary payments, and not make satisfaction thereof a condition of Augusta’s 2138
interim usage; and 2139
2140
d. Forbare any foreclosure, trustee’s sale or other dispossession of the Contractor’s interest 2141
in such property without giving both Augusta and surety on the Contractor’s performance 2142
bond sixty (60) days prior notice, and then make any termination of the Contractor’s 2143
interest in such property pursuant to such action or the enforcement thereof subject to the 2144
requirement of Subsections a, b, and c of this section. 2145
2146
3. To assure compliance with this Section, the Contractor shall submit to Augusta for review 2147
and approval or disapproval prior to execution all contracts, leases, or other documents for 2148
acquisition of, or encumbering or limiting the Contractor’s interest in, such property or for 2149
replacements thereof and any proposed agreement that would encumber or transfer any 2150
interest of the Contractor in such property before the Contractor’s execution of such 2151
agreement. Augusta’s approval shall not be unreasonably withheld. 2152
2153
SECTIO 18 - AFFIRMATIVE ACTIO AD O-DISCRIMIAT IO SERVICE 2154
2155
The Contractor shall not discriminate against any employee or applicant for employment because of race, 2156
religion, creed, color, sex, marital status, sexual orientation, political ideology, ancestry, national origin, 2157
or the presence of any sensory, mental, or physical handicap, unless based upon a bonafide occupational 2158
qualification. The Contractor will take affirmative action to ensure that applicants are employed, and that 2159
employees are treated during employment, without regard to their of race, religion, creed, color, sex, 2160
marital status, sexual orientation, political ideology, ancestry, national origin, or the presence of any 2161
sensory, mental, or physical handicap. Such action shall include, but not be limited to the following: 2162
employment, upgrading, promotion, demotion, transfer, recruitment or recruitment advertising, layoff or 2163
termination, rates of pay or other forms of compensation, and selection for training, including 2164
apprenticeship. The Contractor agrees to post in conspicuous places, available to employees and 2165
applicants for employment, notices are provided, setting forth the provisions of this non-discrimination 2166
clause. 2167
2168
The Contractor will not discriminate against any Customer or Augusta resident in the provision of service 2169
or quality of service on account of race, religion, creed, color, sex, marital status, sexual orientation, 2170
political ideology, ancestry, national origin, or the presence of any sensory, mental, or physical handicap, 2171
unless based upon a bona fide qualification to or for service. The Contractor shall provide the same good 2172
quality service throughout Augusta without regard to racial, ethnic, or cultural characteristics or relative 2173
standard of living of the neighborhood. 2174
2175
SECTIO 19 – DRUG AD ALCOHOL FREE WORKPLACE 2176
2177
19.1 Drug and Alcohol Free Workplace 2178
Augusta is a drug-free workplace employer. The Contractor hereby certifies that it has or it will within 2179
thirty (30) days prior to the Start Date of the Contract: 2180
2181
a. Notify employees that the unlawful manufacture, distribution, dispensation, possession, or 2182
use of alcohol or a controlled substance is prohibited in the workplace and specifying actions 2183
that will be taken for violations of such prohibition; 2184
2185
b. Establish an alcohol and drug-free awareness program to inform employees about (i) the 2186
dangers of alcohol and drug abuse in the workplace, (ii) the Contractor’s policy of 2187
maintaining an alcohol and drug-free workplace, (iii) any available alcohol and drug 2188
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counseling, rehabilitation, and employee assistance programs, and (iv) the penalties that may 2189
be imposed upon employees for alcohol and drug abuse violations; 2190
2191
c. Notify each employee that as a condition of employment, the employee will (i) abide by the 2192
terms of the prohibition outlined above, and (ii) notify the Contractor of any alcohol or drug 2193
statute conviction for a violation occurring in the workplace, or that could affect the 2194
employees ability to perform their job, not later that five (5) days after such conviction; 2195
2196
d. Impose a sanction on, or requiring the satisfactory participation in an alcohol or drug 2197
counseling, rehabilitation or abuse program by, an employee convicted of an alcohol or drug 2198
crime; 2199
2200
e. Make a good faith effort to continue to maintain an alcohol and drug-free workplace for 2201
employees; and require any party to which it subcontracts any portion of the work under the 2202
Contract to comply with the above provisions. 2203
2204
f. A false certification or the failure to comply with the above alcohol and drug-free workplace 2205
requirements during the performance of the Contract shall be grounds for suspension, 2206
termination or debarment. 2207
2208
g. The foregoing provisions will be inserted in all subcontracts for work covered by this 2209
Contract. 2210
2211
SECTIO 20 - GEERAL PROVISIOS 2212
20.1 Taxes 2213
The Contractor shall promptly pay all taxes and license fees required by Augusta and by the State of 2214
Georgia. 2215
20.2 Permits 2216
The Contractor shall obtain all licenses and permits (other than the license and permit granted by the 2217
Agreement) required by Augusta, by the State of Georgia, or by the federal government. 2218
20.3 on-Assignment; Subcontracting; Delegation of Dutie s 2219
Except for the subcontracting identified in the Contractor’s proposal, the Contractor shall not assign or 2220
subcontract or transfer any of the work or delegate any of its duties under the Contract without the prior 2221
written approval of Augusta, which approval may be withheld in Augusta’s sole discretion. 2222
Notwithstanding the foregoing, Augusta’s approval shall not unreasonably be withheld if the Contractor 2223
proposes to assign or transfer this Contract to an affiliate of the Contractor or to Contractor’s parent 2224
corporation, provided that Contractor can establish to the reasonable satisfaction of Augusta that (i) the 2225
assignee or transferee will operate the Contract in substantially the same manner as the Contractor, will 2226
use substantially the same management and collection personnel as Contractor, and possesses 2227
substantially the same financial capabilities as Contractor and (ii) the assignee or transferee is not 2228
affiliated in any way with the company that has a Contract for collection with Augusta for any portion of 2229
Augusta outside the Contractors current Designated Collection Area. 2230
2231
In the event of an assignment, subcontract, or delegation of duties, the Contractor shall remain responsible 2232
for the full and faithful performance of the Contract and the assignee, subcontractor, or other obligor shall 2233
also become responsible to Augusta for the satisfactory performance of the work assumed. Augusta may 2234
Attachment number 8 \nPage 47 of 73
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Solid Waste & Recyclables Collection
Augusta, GA
condition its approval upon the delivery by the assignee, subcontractor or other obligor of its covenant to 2235
Augusta to fully and faithfully complete the work or responsibility undertaken. 2236
2237
During the term of this Contract, the Contractor shall not have an ownership interest in any other 2238
company that has a Contract for residential collection with Augusta. 2239
2240
Should a Contractor sub-contract work under this contract, a sub-contract contract/agreement shall be 2241
generated in writing. This agreement shall at a minimum include the area to be serviced, the price that the 2242
sub-contractor shall be paid, and the required sections under this contract that flow through to a sub-2243
contractor. A copy of said agreement(s) shall be provided to Augusta within fourteen (14) days of 2244
execution. 2245
2246
20.4 Change in Control 2247
In the event of a change in “Control” of the Contractor (as defined below), Augusta shall terminate the 2248
Contract for default unless Augusta has granted prior written approval. Such approval shall be at the sole 2249
discretion of Augusta. Any approval by Augusta for transfer of ownership or control shall be contingent 2250
upon the perspective controlling party becoming a signatory to the Contract and otherwise complying 2251
with the terms of the Contract. The Contractor shall notify Augusta within ten (10) days after it becomes 2252
aware that a change in Control will occur. As used in the Contract, the term “Control” shall mean the 2253
possession, direct or indirect of either; 2254
2255
a. The ownership of or ability to direct the voting of, as the case may be fifty one (51%) or 2256
more of the equity interest, value or voting power of the Contractor; or 2257
2258
b. The power to direct or cause the direction of the management and policies of the 2259
Contractor whether through the ownership of voting securities, by Contract or otherwise. 2260
20.5 Laws and Regulations 2261
The Contractor shall conduct operations under this Agreement in compliance with all applicable laws, 2262
rules or standards. These shall include OSHA, EPA, EPD, Federal Highway Safety, as well as state and 2263
local rules, regulations, and practices. 2264
20.6 Governing Law; Forum; Venue 2265
The terms, conditions and provisions in the Request for Proposal may supplement the Contract between 2266
Augusta and the Contractor. The order of precedence will be the Contract, the RFP, the winning 2267
proposer’s response and general law. This Agreement shall be governed under the laws of the State of 2268
Georgia. The appropriate forum for judicial interpretation of this Agreement and the sole venue for legal 2269
actions concerning this Contract shall be the Superior Courts of Richmond County Georgia. 2270
20.7 o Other Parties to Benefit 2271
This Agreement is for the benefit of the parties hereto and does not enlarge any party's liability to any 2272
third party. The provisions of this Agreement shall not be construed to create a higher standard of safety 2273
or care in any evidentiary sense with respect to third party claims. 2274
20.8 Appropriation of Funds 2275
This Agreement, and Augusta’s payment obligation for succeeding fiscal periods shall be subject to the 2276
budget process, availability and appropriation of funds. In the event that Augusta does not appropriate 2277
funds, said agreement shall terminate as required by statute. 2278
20.9 Headings 2279
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Solid Waste & Recyclables Collection
Augusta, GA
The headings of the paragraphs and subparagraphs shall not be interpreted as a limitation upon the 2280
language contained therein. 2281
20.10 Severability 2282
Should any term, provision, condition, or other portion of this Contract or its application be held to be 2283
inoperative, invalid, or unenforceable, and the remainder of the Contract still fulfills its purposes, the 2284
remainder of this Contract or its application in other circumstances shall not be affected thereby and shall 2285
continue in force and effect. 2286
20.11 Indulgences ot Waivers 2287
A waiver of any breach of any provision of the Agreement shall not constitute or operate as a waiver of 2288
any breach of such provision or any other provision, nor shall any failure to enforce any provision hereof 2289
operate as a waiver of such provision. 2290
20.12 Modifications and Waiver 2291
The parties must mutually agree upon any changes in the Agreement and must be incorporated by written 2292
amendments to the Agreement. The Augusta Administrator or their designee shall have the authority to 2293
amend the Agreement on behalf of Augusta. 2294
2295
This Agreement constitutes the entire agreement of the parties regarding the subject matter hereof and 2296
may be amended or modified only by a written agreement signed by both parties. 2297
20.13 Independent Contractor 2298
The Contractor and Augusta agree that the Contractor is an independent contractor and not an employee 2299
nor agent of Augusta. The Contractor shall have exclusive control of and the exclusive right to control the 2300
details of the services and work performed, and such action does not create a partnership, agency, joint 2301
venture or other similar relationship between Augusta and the Contractor. 2302
2303
The Contractor agrees that it will not represent to anyone that its relationship with Augusta is other than 2304
that of an independent contractor, and Augusta and the Contractor may so inform any parties with whom 2305
they deal and may take any other responsible steps to carry out the intent of this section. The Contractor 2306
shall be fully and solely responsible for its own acts and omissions and those of its employees, officers, 2307
agents, and subcontractors. 2308
2309
20.14 otices 2310
Any notice required herein shall be given by certified mail to: 2311
2312
For Augusta: 2313
2314
Fred Russell 2315
Administrator 2316
530 Greene Street, Room 802 2317
Augusta, Georgia 30901 2318
2319
2320
Mark Johnson 2321
Director of Solid Waste 2322
Augusta, Georgia 2323
4330 Deans Bridge Road 2324
Blythe, GA 30805 2325
Attachment number 8 \nPage 49 of 73
Item # 36
Page 50 of 73
Solid Waste & Recyclables Collection
Augusta, GA
Telephone: 706-592-3201 2326
2327
2328
Lori Videtto 2329
Deputy Director of Solid Waste 2330
Augusta, Georgia 2331
4330 Deans Bridge Road 2332
Blythe, GA 30805 2333
Telephone: 706-592-3206 2334
2335
For the Contractor: 2336
Name 2337
Title 2338
Address 2339
County, State Zip 2340
Telephone: 2341
Fax: 2342
2343
20.15 Exclusive Agreement 2344
The Contractor is granted an exclusive Agreement to provide Garbage, Recyclables, Yard Waste and 2345
Bulky Waste collection services, as described herein, within the Designated Service Area. Augusta 2346
intends to Contract ONLY with the Contractor for routine collection services as described herein. In the 2347
event of an emergency declared by the appropriate governmental authorities, an event of Force Majeure 2348
or breach of this Agreement by the Contractor, Augusta may provide alternative collection services. 2349
20.16 Dispute Settlement 2350
Any claim, dispute, or other matter concerning the performance of the Contractor shall initially be 2351
referred to the Environmental Services Director in writing, for a decision. Such decision shall be 2352
rendered within thirty (30) days in writing, following the final presentation by the Contractor of evidence 2353
or argument relative to such claim, dispute, or matter. The decision of the Director may be appealed to 2354
Augusta’s Administrator or his designee, in writing, within fifteen (15) days from the date of the 2355
Director's decision. Augusta’s Administrator must render a written decision to the Contractor within thirty 2356
(30) days from the date of the appeal. The decision of the Administrator shall be subject to formal 2357
mediation between the parties. The cost of mediation shall be shared equally by the parties. If mediation 2358
is not successful, either party may bring an action in a court of appropriate venue. In the event of any 2359
litigation between the parties, each party shall pay their own attorney fees and despite who is the 2360
prevailing party, neither party shall be entitled to reimbursement of attorney's fees in any litigation 2361
between the parties. 2362
20.17 Augusta ot Liable for Delays 2363
It is further expressly agreed that in no event shall Augusta be liable for or responsible to the Contractor 2364
for or because of any stoppages or delay in the work herein provided for by injunction or other legal or 2365
equitable proceedings or due to any delay for any cause over which Augusta has insufficient control to 2366
cause a different result. 2367
2368
20.18 Contractor Will ot Sell or Disclose Data 2369
The Contractor will treat as confidential information, all data in connection with the Contract. Augusta 2370
data processed by the Contractor shall remain the exclusive property of Augusta. The Contractor will not 2371
Attachment number 8 \nPage 50 of 73
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Solid Waste & Recyclables Collection
Augusta, GA
reproduce, copy, duplicate, disclose or in any way treat the data supplied by Augusta in any manner 2372
except as contemplated by this Contract. 2373
2374
20.19 o Publicity 2375
No advertising, sales promotion or other materials of the Contractor or its agents or representatives may 2376
be distributed to Customers without prior written approval of Augusta. The Contractor, its agents or 2377
representatives shall not reference this Contract or Augusta in any manner without the prior written 2378
consent of Augusta. 2379
2380
20.20 Contract Rights 2381
2382
1. The parties reserve the right to amend this Contract from time to time by mutual agreement in 2383
writing. 2384
2385
2. Rights under this contract are cumulative, and in addition to rights existing at common law. 2386
2387
3. Payment by Augusta and performance by the contractor do not waive their Contractual rights. 2388
2389
4. Failure by either party on any occasion to exercise a Contractual right shall not forfeit or 2390
waive the right to exercise the right of another occasion. The use of one remedy does not 2391
exclude or waive the right to use another. 2392
2393
20.21 Open Records Act 2394
2395
Contractor acknowledges that Augusta records including this Contract are subject to Georgia’s Open 2396
Records Act. 2397
2398
20.22 Interpretation 2399
2400
1. This Contract shall be interpreted as a whole and to carry out its purpose. This Contract is an 2401
integrated document and contains all the promises of the parties; no earlier oral 2402
understandings modify its provisions. 2403
2404
2. Captions are for convenient reference only. A caption does not limit the scope or add 2405
commentary to the text. 2406
2407
20.23 Law; Venue 2408
2409
The laws of the State of Georgia shall govern the validity, construction and effect of this Contract. The 2410
venue for any claims, litigation or causes of action between the parties shall be in the Superior Court of 2411
Richmond County, Georgia. 2412
2413
20.24 Discretionary Waiver of Right to a Jury Trial 2414
2415
The Contractor and Augusta may waive all rights to have a trial by jury in any action, proceeding, claim, 2416
or counterclaim brought by either of them against the other on any matter whatsoever arising out of or in 2417
any way related to or connected with the Contract. 2418
2419
20.25 Specific Performance and Injunctive Relief 2420
2421
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Solid Waste & Recyclables Collection
Augusta, GA
The Contractor agrees that the services are critical to Augusta’s operation and that monetary damages are 2422
not an adequate remedy for the Contractors failure to provide services as required by the Contract, nor 2423
could damages be the equivalent of the performance of such obligation. Accordingly, the Contractor 2424
hereby consents to an order granting specific performance of such obligations of the Contractor in a court 2425
of competent jurisdiction within the State of Georgia. The Contractor further agrees that a failure by it to 2426
perform the services in the manner required by the Contract will entitle Augusta to injunctive relief. 2427
2428
20.26 Severability 2429
2430
Should any term, provision, condition, or other portion of this Contract or its application be held to be 2431
inoperative, invalid, or unenforceable, and the remainder of the Contract still fulfills its purposes, the 2432
remainder of this Contract or its application in other circumstances shall not be affected thereby and shall 2433
continue in force and effect. 2434
2435
20.27 Interest of the Parties 2436
2437
The Contractor covenants that its officers, employees and shareholders have no interest and shall not 2438
acquire any interest, direct or indirect, which would conflict in any manner of degree with the 2439
performance of services required under the Contract. 2440
2441
2442
20.28 Force Majeure 2443
2444
1. The Contractor shall not be liable for any failure or delay in the performance of its 2445
obligations pursuant to this Contract (and such failure or delay shall not be deemed a default 2446
of this Contract or grounds for termination hereunder if all of the following conditions are 2447
satisfied: 2448
2449
a. If such failure or delay 2450
2451
i. could not have been prevented by reasonable precaution, and 2452
2453
ii. cannot reasonably be circumvented by the non-performing party through the use of 2454
alternate sources, work around plans, or other means, and 2455
2456
b. If and to the extent such failure or delay is caused, directly or indirectly by fire, flood, 2457
hurricanes, earthquakes, storms, lightning, epidemic, war, riot, civil disturbance, 2458
sabotage, and governmental actions. 2459
2460
2. Upon the occurrence of an event which satisfies all of the conditions set forth above, the 2461
Contractor shall be excused from any further performance of those obligations pursuant to 2462
this Contract affected by the Force Majeure for as long as; 2463
2464
a. Such Force Majeure event continues and, 2465
2466
b. The Contractor continues to use commercially reasonable efforts to recommence 2467
performance whenever and to whatever extent possible without delay. 2468
2469
3. Upon the occurrence of a Force Majeure event, the Contractor shall immediately notify 2470
Augusta by telephone and confirmed in writing within two (2) days of the occurrence of a 2471
Force Majeure and shall describe in reasonable detail the nature of the Force Majeure. If any 2472
Attachment number 8 \nPage 52 of 73
Item # 36
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Solid Waste & Recyclables Collection
Augusta, GA
Force Majeure prevents the Contractor from performing its obligations for more than five (5) 2473
days, Augusta may terminate this Contract. 2474
2475
4. Strikes, slow-downs, walkouts, lockouts and individual disputes are not excused under this 2476
provision. 2477
2478
5. Augusta may grant variances in routes, schedules and materials collected as are reasonably 2479
required and in the best interest of Augusta. 2480
2481
6. Augusta may negotiate with the Contractor fees for any additional work which the Contractor 2482
may agree to perform in the event of a disaster. 2483
2484
20.29 E-Verify 2485
2486
All contractors and subcontractors entering into contracts with Augusta, Georgia for the physical 2487
performance of services shall be required to execute an Affidavit verifying its compliance with O.C.G.A. 2488
§ 13-10-91, stating affirmatively that the individual, firm, or corporation which is contracting with 2489
Augusta, Georgia has registered with and is participating in a federal work authorization program. All 2490
contractors and subcontractors must provide their E-Verify number and must be in compliance with the 2491
electronic verification of work authorized programs operated by the United States Department of 2492
Homeland Security or any equivalent federal work authorization program operated by the United States 2493
Department of Homeland Security to verify information of newly hired employees, pursuant to the 2494
Immigration Reform and Control Act of 1986 (IRCA), P.L. 99-603, in accordance with the applicability 2495
provisions and deadlines established in O.C.G.A. § 13-10-91 and shall continue to use the federal 2496
authorization program throughout the contract term. All contractors shall further agree that, should it 2497
employ or contract with any subcontractor(s) in connection with the physical performance of services 2498
pursuant to its contract with Augusta, Georgia the contractor will secure from such subcontractor(s) each 2499
subcontractor’s E-Verify number as evidence of verification of compliance with O.C.G.A. § 13-10-91 on 2500
the subcontractor affidavit provided in Rule 300-10-01-.08 or a substantially similar form. All contractors 2501
shall further agree to maintain records of such compliance and provide a copy of each such verification to 2502
Augusta, Georgia at the time the subcontractor(s) is retained to perform such physical services 2503
2504
2505
“Contractor acknowledges that this contract and any changes to it by amendment, modification, 2506
change order or other similar document may have required or may require the legislative 2507
authorization of the Board of Commissioners and approval of the Mayor. Under Georgia law, 2508
Contractor is deemed to possess knowledge concerning Augusta, Georgia's ability to assume 2509
contractual obligations and the consequences of Contractor's provision of goods or services to 2510
Augusta, Georgia under an unauthorized contract, amendment, modification, change order or 2511
other similar document, including the possibility that the Contractor may be precluded from 2512
recovering payment for such unauthorized goods or services. Accordingly, Contractor agrees 2513
that if it provides goods or services to Augusta, Georgia under a contract that has not received 2514
proper legislative authorization or if the Contractor provides goods or services to Augusta, 2515
Georgia in excess of the any contractually authorized goods or services, as required by Augusta, 2516
Georgia's Charter and Code, Augusta, Georgia may withhold payment for any unauthorized 2517
goods or services provided by Contractor. Contractor assumes all risk of non-payment for the 2518
provision of any unauthorized goods or services to Augusta, Georgia, and it waives all claims to 2519
payment or to other remedies for the provision of any unauthorized goods or services to 2520
Augusta, Georgia, however characterized, including, without limitation, all remedies at law or 2521
equity." This acknowledgement shall be a mandatory provision in all Augusta, Georgia contracts 2522
for goods and services, except revenue producing contracts 2523
2524
Attachment number 8 \nPage 53 of 73
Item # 36
Page 54 of 73
Solid Waste & Recyclables Collection
Augusta, GA
SIGATURES O FOLLOWIG PAGE 2525
2526
Attachment number 8 \nPage 54 of 73
Item # 36
Page 55 of 73
Solid Waste & Recyclables Collection
Augusta, GA
I WITESS HEREOF, the parties hereto have caused this Agreement to be executed by 2527
duly authorized officers on this the ___day of ___________________, 20____. 2528
2529
2530
BY: 2531
2532
Augusta, Georgia 2533
2534
2535
_______________________ 2536
As its Mayor 2537
2538
2539
Attest: 2540
2541
________________________ 2542
Clerk of Commission 2543
2544
2545
The foregoing contract is hereby executed by the below-listed parties: 2546
2547
Contractor: ____________________________________ 2548
2549
By: __________________________________________ 2550
2551
As its: ________________________________________ 2552
2553
2554
2555
Sworn to and subscribed before me on this _____ day of _________________, 20___. 2556
2557
______________________ 2558
Notary Public 2559
2560
My Commission Expires: _____________________ 2561
2562
2563
Attachment number 8 \nPage 55 of 73
Item # 36
Page 56 of 73
Solid Waste & Recyclables Collection
Augusta, GA
2564
2565
2566
2567
2568
2569
APPEDIX A 2570
2571
Designated Collection Area Map(s) 2572
2573
2574
2575
2576
2577
2578
Attachment number 8 \nPage 56 of 73
Item # 36
Page 57 of 73
Solid Waste & Recyclables Collection
Augusta, GA
2579
2580
2581
2582
APPEDIX B 2583
2584
Monthly Performance Summary 2585
Attachment number 8 \nPage 57 of 73
Item # 36
Page 58 of 73
Solid Waste & Recyclables Collection
Augusta, GA
MONTHLY PERFORMANCE SUMMARY
UNITS UNITS
KEY PERFORMANCE AREAS OBSERVED PENALIZED
Number of Requests for Services
Number of Valid Misses
Number of Requests for Services not
collected within specific timeframe
Number of Courtesy Collections
Number of Service Complaints
Number of Repeat Collection Misses
Number of Area Misses
Property Damage/Claims
Container (Damage/Loss)
Roll Out Container/Bin Placement
Leaks & Spills
Littering
Mixed Loads
Emergency Unload Cleanup
Deliver Recycling to Landfill
2586
Attachment number 8 \nPage 58 of 73
Item # 36
Page 59 of 73
Solid Waste & Recyclables Collection
Augusta, GA
Liquidated Damages: $
Attachment number 8 \nPage 59 of 73
Item # 36
Summary of Damages for Performance Criteria
List of Damages Units Collection Contract Damages
Damage TOTAL
Request for Service [3.11.4]
each $100
Per Month When Misses >200 Lump Sum $5,000
Repeat Collection Miss [3.11.4.d]
2nd and 3rd Miss each $500
4 or more Misses each $1,000
Area Misses [3.11.4.f]
1 – 100 Misses Lump Sum $2,000
>100 Misses each $20
Augusta clean-up Service Lump Sum $500
Property Damage/Accidents [10.3.3]
Failure to notify Augusta of Damages each $2,000
Rollout Container Loss or Damage [5.3]
each TBD
Rollout Container Damage – Wheels
11+ each
[5.4.3]
$25
Rollout Container Placement [5.4.2]
11+ each $100
Per Month When Misses >200 Lump Sum $5,000
Vehicle Leaks & Spills [6.5.2]
Failure to remove from service each $3,000
Failure to cleanup spill each $1,500
1 to 3 leaks or spills per month each $1,000
Care & Diligence/Littering [10.4.1]
Failure to clean up litter each $500
Mixed Loads [Garbage/Recycling] [7.2.3]
Per Incident Lump Sum $500
Collecting Route Out of Order [4.4.1]
Per Route per Daily Occurrence Lump Sum $500
Emergency Unload Cleanup [6.4.1]
For each 2-hr delay in clean-up each $100
Augusta provided clean-up each $2,000
Deliver Recycling to Landfill [7.2.3]
For each incident each $500
Augusta Provided Collection [3.11.4]
each $500
TOTAL
Attachment number 8 \nPage 60 of 73
Item # 36
Attachment number 8 \nPage 61 of 73
Item # 36
APPEDIX D
Proposal for Incentive Based Rewards Program for Advanced
Disposal for the city of Augusta, Georgia.
Waste Diversion through Incentivized Recycling
April 25, 2012
Overview
Recycling Perks partners with municipalities, haulers and local businesses to improve and enhance residential curbside
recycling while supporting the local economy. Recycling Perks provides residents and cities with a unique incentive
based recycling rewards program that includes reward program management, community outreach and marketing, as
well as measurement and performance tracking. The Recycling Perks program will be heavily weighted towards local
businesses to help drive local revenue and increase program participation.
City of Augusta
Recycling Perks will work with the city and hauler to implement an Incentive based Recycling Rewards program. The
incentive based recycling program will be implemented city wide and participating residents will be rewarded for
their recycling efforts. Participation will be tracked using Radio Frequency Identification (RFID) tags which will be
provided by the city. Recycling will be collected from a residents recycling container and will be dumped into the
collection vehicle. Each container will have a RFID tag affixed, allowing us to compile data on which home’s
recycling containers have been collected.
Technical Plan
Recycling Perks will work with Hauler to establish RFID technology data capturing.
The RFID data will be delivered to Recycling Perks through an active data feed containing collection records and
addresses within the program.
The Recycling Perks system records participation and awards points for each collection. Each collection period,
participating households will receive points for their participation.
Attachment number 8 \nPage 62 of 73
Item # 36
Recycling Perks Program utilizes an exclusive website area for each city. The Recycling Perks platform allows
residents to view content that is specifically for Augusta residents.
Customer Service and Reward Fulfillment
Recycling Perks points are used to claim Rewards offered by Local Reward Partners.
Residents can obtain their rewards online, print immediately and redeem the rewards with the local business offering
a reward.
Recycling Perks will consult with local businesses to offer free reward content on Recycling Perks and will procure
all reward offerings.
Recycling Perks will maintain a Customer Service Department to answer resident’s questions relating to the incentive
program by phone or email. The privacy of all residents will be protected and managed in accordance with State and
Federal regulations.
Costs
· $0.35 per household/month for length of contract.
· A one month activation fee is required prior to contract launch.
Contractor will provide the following:
· RFID technology on all Collection Vehicles and Containers.
· Maintain RFID Software to provide collection data reports in real time through a data feed directly to
Recycling Perks.
· Provide a list of container deliveries identifying residential address, container serial number, RFID number,
route, zip code and ongoing updates relating to new, moved or replaced containers within the program.
· A willingness to participate in community events that will promote the Perks program.
· Introduction Letter to all residents announcing the program.
Recycling Perks to provide the following:
· Timely awarding of Recycling Perks points for all approved containers collected by hauler.
· Pricing is not affected by the size or type of container collected.
· Participation is recorded automatically and the Recycling Perks Program awards points automatically upon
the collection of each container.
· RFID technology is used to automatically identify each resident’s participation, each day.
· Recycling Perks points will be calculated and distributed based on the participation of the household.
Weight per individual household will not be used in determining points.
· Businesses in Augusta will be offered the opportunity to be a Reward Partner free of charge.
· Recycling Perks points do not expire.
· Recycling Perks will be available for all residents prior to the first collection day.
· Recycling Perks provides a dedicated, toll free number and customer service team specific for each
municipality offering incentives through Recycling Perks.
· Pricing for Recycling Perks is unaffected by the contractors choice of container.
Attachment number 8 \nPage 63 of 73
Item # 36
· Recycling Perks will hire and manage a Municipal Market Manger as the single point of contact for all
aspects of the incentive program in Augusta.
· Recycling Perks will also initiate a local charity campaign designed to give back to the community based on
the success and viability of our rewards program.
Attachment number 8 \nPage 64 of 73
Item # 36
Attachment number 8 \nPage 65 of 73
Item # 36
APPEDIX E
Communications Plan
The communication plan shall consist of the following Contractor contract information for Contractor staff. These
staff shall be available as per the provisions above.
For the Contractor:
Title: District Manager
Office Phone:
Cellular Phone:
Email:
Title: Emergency Contact
Office Phone:
Cellular Phone:
Email:
Title: Operations Manager
Office Phone:
Cellular Phone:
Email:
Title: Customer Service/Dispatch
Office Phone:
Cellular Phone:
Email:
Attachment number 8 \nPage 66 of 73
Item # 36
APPEDIX F
AUGUSTA-RICHMOND COUNTY - LOCAL SMALL BUSINESS OPPORTUNITY PROGRAM
MONTHLY SUBCONTRACTOR/SUPPLIER UTILIZATION REPORT
List all subcontractors/suppliers, including lower tiers, to be used on this project.
PROJECT AME __________________________________________________________ PROJECT O.
________________ BASE BID $___________________
REPORT PERIOD FROM _____________ TO ______________, 20____ PAY REQUEST
AMOUT_______________ PROPOSED LSB UTILIZATIO _______%
AME OF SUB-COTRACTOR/
SUPPLIER
COMPAY AME, ADDRESS,
AD PHOE #
COTRACT
AMOUT
TYPE OF WORK
PERFORMED
LSB BUSIESS
YES/O
TOTALS
Total LSB%___________________
COTRACTOR : AUTHORIZED SIGATURE ________________
________________________
PAY REQUEST O. ____________________________________ PERCETAGE OF TOTAL COTRACT COMPLETED
TO DATE ____________% DATE ___________________
This form is to be submitted MOTHLY by the success ful vendor only –after the bid is awarded.
Questions: Contact Ms. Yvonne Gentry – Office: (706) 821-2406 or Fax: (706) 821-4228
Attachment number 8 \nPage 67 of 73
Item # 36
START DATE: ______________________________________________________
COMPLETIO DATE: ________________________________________________
Complete the Following Information for Each Contract/Purchase Order Identified
Business Name: __________________________________________________________
Business Contact Person Information:
Name: ___________________________________________________________
Title: _____________________________ Telephone: (____)_______________
E-mail: __________________________________________________________
Business Address: _____________________________________________________
_______________________________________________________________________
City, State, Zip: _____________________________________________________
Total Award Amount (including all Change Orders): $______________________
Total Amount Paid: $______________________
Brief Description of Work Performed by Prime Contractor: _______________________
_______________________________________________________________________
_______________________________________________________________________
Business Owner(s) Primary Race/Ethnicity (White, Black, Hispanic, Asian, Native American, or Other):
_____________________________________________________
Business Owner(s) Primary Gender (Male or Female):____________________________
Total No. of First-Tier Subcontractors/Sub-consultants/Suppliers on this Contract: ______
(This number should match the number of entries on Attachment B)
Attachment number 8 \nPage 68 of 73
Item # 36
ATTACHMENT B: First-Tier Subcontractor, Sub-Consultant, Supplier Information Form
PRIME COTRACT/PURCHASE ORDER TITLE (IF AY): _____________________________________________________________________________________
PRIME COTRACT/PURCHASE ORDER UMBER (OR ITEM #): ______________________________________________________________________________
START DATE: _______________________________________ APPROXIMATE COMPLETIO DATE: _________________________________________
Please provide the following information for EACH FIRST-TIER SUBCOTRACTOR, SUB-COSULTAT, OR SUPPLIE R THAT PROVIDED GOODS AD/OR
PERFORMED SERVICES O THIS COTRACT OR PURCHASE ORD ER. umber of subcontractor lines must match the to tal number of first-tier subcontractors
indicated in the last line of Attachment A (include Additional Pages if ecessary)
PAGE ___ OF ___
Line
o. Business ame Address City State Zip Telephone Cont act Person/Title
Total Award Amount (in
dollars)
Total Amount Paid (in
dollars) Owner(s) Race/Ethnicity Owner(s)
Gender Brief Description of Work Performed
Line
o. Business ame Address City State Zip Telephone Cont act Person/Title
Total Award Amount (in
dollars)
Total Amount Paid (in
dollars) Owner(s) Race/Ethnicity Owner(s)
Gender Brief Description of Work Performed
Line
o. Business ame Address City State Zip Telephone Cont act Person/Title
Total Award Amount (in Total Amount Paid (in Owner(s) Race/Ethnicity Owner(s) Brief Description of Work Performed
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ATTACHMENT B: First-Tier Subcontractor, Sub-Consultant, Supplier Information Form (Continued)
PRIME COTRACT/PURCHASE ORDER TITLE (IF AY): _____________________________________________________________________________________
PRIME COTRACT/PURCHASE ORDER UMBER (OR ITEM #): ______________________________________________________________________________
START DATE: _______________________________________ APPROXIMATE COMPLETIO DATE: _________________________________________
Please provide the following information for EACH FIRST-TIER SUBCOTRACTOR, SUB-COSULTAT, OR SUPPLIE R THAT PROVIDED GOODS AD/OR
PERFORMED SERVICES O THIS COTRACT OR PURCHASE ORD ER. umber of subcontractor lines must match the to tal number of first-tier subcontractors
indicated in the last line of Attachment A (include Additional Pages if ecessary)
PAGE ___ OF ___
dollars) dollars) Gender
Line
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Total Award Amount (in
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Gender Brief Description of Work Performed
Line
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Total Award Amount (in
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Total Amount Paid (in
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Gender Brief Description of Work Performed
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ATTACHMENT B: First-Tier Subcontractor, Sub-Consultant, Supplier Information Form (Continued)
PRIME COTRACT/PURCHASE ORDER TITLE (IF AY): _____________________________________________________________________________________
PRIME COTRACT/PURCHASE ORDER UMBER (OR ITEM #): ______________________________________________________________________________
START DATE: _______________________________________ APPROXIMATE COMPLETIO DATE: _________________________________________
Please provide the following information for EACH FIRST-TIER SUBCOTRACTOR, SUB-COSULTAT, OR SUPPLIE R THAT PROVIDED GOODS AD/OR
PERFORMED SERVICES O THIS COTRACT OR PURCHASE ORD ER. umber of subcontractor lines must match the to tal number of first-tier subcontractors
indicated in the last line of Attachment A (include Additional Pages if ecessary)
PAGE ___ OF ___
Line
o. Business ame Address City State Zip Telephone Cont act Person/Title
Total Award Amount (in
dollars)
Total Amount Paid (in
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Gender Brief Description of Work Performed
Line
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Total Award Amount (in
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Total Amount Paid (in
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Gender Brief Description of Work Performed
Line
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ATTACHMENT B: First-Tier Subcontractor, Sub-Consultant, Supplier Information Form (Continued)
PRIME COTRACT/PURCHASE ORDER TITLE (IF AY): _____________________________________________________________________________________
PRIME COTRACT/PURCHASE ORDER UMBER (OR ITEM #): ______________________________________________________________________________
START DATE: _______________________________________ APPROXIMATE COMPLETIO DATE: _________________________________________
Please provide the following information for EACH FIRST-TIER SUBCOTRACTOR, SUB-COSULTAT, OR SUPPLIE R THAT PROVIDED GOODS AD/OR
PERFORMED SERVICES O THIS COTRACT OR PURCHASE ORD ER. umber of subcontractor lines must match the to tal number of first-tier subcontractors
indicated in the last line of Attachment A (include Additional Pages if ecessary)
PAGE ___ OF ___
dollars) dollars) Gender
Line
o. Business ame Address City State Zip Telephone Cont act Person/Title
Total Award Amount (in
dollars)
Total Amount Paid (in
dollars) Owner(s) Race/Ethnicity Owner(s)
Gender Brief Description of Work Performed
Line
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Total Award Amount (in
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ATTACHMENT B: First-Tier Subcontractor, Sub-Consultant, Supplier Information Form (Continued)
PRIME COTRACT/PURCHASE ORDER TITLE (IF AY): _____________________________________________________________________________________
PRIME COTRACT/PURCHASE ORDER UMBER (OR ITEM #): ______________________________________________________________________________
START DATE: _______________________________________ APPROXIMATE COMPLETIO DATE: _________________________________________
Please provide the following information for EACH FIRST-TIER SUBCOTRACTOR, SUB-COSULTAT, OR SUPPLIE R THAT PROVIDED GOODS
AD/OR PERFORMED SERVICES O THIS COTRACT OR PURCH ASE ORDER. umber of subcontractor lines must match the total number of first-
tier subcontractors indicated in the last line of Attachment A (include Additional Pages if ecessary)
PAGE ___ OF ___
I attest, to the best of my knowledge and belief, that the information furnished in Attachment A and Attachment B is correct and accurate.
By: ____________________________________________
Name and Title of Company Officer
____________________________________________
PRINTED NAME AND TITLE
Company: ____________________________________________
Name of Company
Phone Number: ____________________________________________
Date: ____________________________________________
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Commission Meeting Agenda
7/17/2012 5:00 PM
Fund the purchase of four data collection devices for use in the Savannah River
Department:Utilities
Caption:Motion to approve funding the purchase of four data collection
sondes to be deployed and operated by the Southeastern Natural
Sciences Academy for the purpose of monitoring and
documentation of water quality in the Savannah River.
Background:With the help of private and public supporters, including Augusta,
the Southeastern Natural Sciences Academy developed a river
monitoring program in 2006 to support data-driven decision
making within the Savannah River Basin. Those data have
provided an opportunity to validate modeling efforts which are
part of a state and federal regulatory process which has significant
implications for Augusta. The data also provide the Academy's
research program the opportunity to analyze data, with other more
in-depth analyses, in an effort to provide a better understanding of
the river system that modeling alone cannot provide. The
Academy is going through the process of replacing their existing
monitoring network within the river. The foundation of that
network is a series of multiparameter sondes which have been
collecting temperature, pH, conductivity, and dissolved oxygen
data at ten different locations from Augusta to Savannah every 15
minutes for the past six years. Replacement of six of the ten
sondes has been funded by private donors and the Academy is
requesting that Augusta fund the other four at a total cost of
$60,000.00.
Analysis:The existing river monitoring network has yielded extremely
valuable information that has been useful to both the regulators
and Augusta during the ongoing process of addressing low
dissolved oxygen issues in the Savannah Harbor. We believe the
continuation of this monitoring network is important because it
provides an unbiased documentation of the current status of the
river and of changes to water quality that may result from
treatment system improvements by local dischargers. Well
collected and documented data is our most powerful tool when
addressing concerns with regulatory agencies.
Cover Memo
Item # 37
Financial Impact:$60,000.00
Alternatives:Do not fund this equipment purchase and weaken the dataset
available for monitoring the river status (not recommended).
Recommendation:We recommend that Augusta support the continuation of the data
collection efforts by the Southeastern Natural Sciences Academy
by providing funding for four data collection sondes at a total cost
of $60,000.00.
Funds are Available
in the Following
Accounts:
507043490-5212115 / 80500010-5212115
REVIEWED AND APPROVED BY:
Finance.
Procurement.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 37
April 16,2012
Fred Russell
City Administrator
Augusta-Richmond County
Augusta,GA 30901
Dear Mr.Russell,
Thank you for meeting with us last week regarding funds to support Southeastern Natural Sciences
Academy's river monitoring program.With the help ofprivate and public supporters,like Augusta-
Richmond County,the Academy developed a river monitoring program in 2006 to support data-driven
decision making within the Savannah River Basin.Those data have provided an opportunity for Augusta-
Richmond County to validate modeling efforts which are part ofthe regulatory process.Validating
modeling efforts is key to better decision making,without the validation step undue economic impacts
could result.The data also provide the Academy's research program the opportunity to analyze data,with
other more in-depth analyses,in an effort to provide a better understanding ofthe river system that
modeling alone can not do.That approach is key to raising everyone's understanding ofthe balance
between a health river ecology and a thriving economy for Augusta-Richmond County.
The Academy is going through the process ofreplacing our existing monitoring network within the river.
The foundation ofthat network is a series ofmultiparameter sondes which have been collecting
temperature,pH,conductivity,and dissolved oxygen data at ten different locations from Augusta to
Savannah,every 15 minutes for the past six years.We are respectfully requesting funds to replace four of
the ten sondes;funds for the other six have been paid by private donors,mostly local business owners
who understand the importance ofmaintaining this important database.The total cost ofthe four
remaining sondes is $60,000.
Thank you for your consideration and please do not hesitate to contact me ifyou need additional
information.
Very Sincerely,
Oscar P.Flite III,Ph.D.
Vice President for Research
1858 Lock &Dam Road
Augusta,Georgia 30906
Telephone:(706)828-2109
Fox:(706)828-2129
info@noturalsciencesocodemy.org
www.naturolsciencesacodemy.org
Attachment number 1 \nPage 1 of 1
Item # 37
Commission Meeting Agenda
7/17/2012 5:00 PM
Notification of award for a construction contract to Blair Construction, Inc. for construction of the Fort
Gordon New Water and Sewage Connections under the Task Order Program for Infrastructure RFQ
#11-130 in the amount of $450,436.32. Bid item #12-139.
Department:Augusta Utilities Department
Caption:Motion to approve award of a contract with Blair Construction,
Inc. for services associated with construction of the Fort Gordon
New Water and Sewage Connections under the Task Order
Program for Infrastructure RFQ #11-130 in the amount of
$450,436.32. Bid item #12-139.
Background:The objective of this project is to provide water and sewage
connections on Fort Gordon. This project will consist of multiple
connections various sizes and installation up to 1000 LF of sewer
main and 1600 LF of water main. Some connections to the
existing infrastructure will be upgraded and some connections will
be for new infrastructures throughout the base.
Analysis:Blair Construction, Inc. submitted an acceptable bid package and
was the lowest responsive bidder. The Utilities Department desires
to inform Commission of the award of this contract to construct
the Fort Gordon New Water and Sewage Connections under the
Task Order Program for Infrastructure RFQ #11-130 to Blair
Construction, Inc.
Financial Impact:$450,436.32, under account number 507043490-5425410 /
88886666-5425410
Alternatives:No alternatives due to the contract being awarded under the Task
Order Program for Infrastructure RFQ #11-130
Recommendation:We are informing Commission of the department's award of the
contract with Blair Construction, Inc. in the amount of
$450,436.32 for the construction of the Fort Gordon New Water
and Sewage Connections Project under the Task Order Program
for Infrastructure RFQ #11-130
Cover Memo
Item # 38
Funds are Available
in the Following
Accounts:
$450,436.32 from account 507043490-5425410 / 88886666-
5425410
REVIEWED AND APPROVED BY:
Finance.
Procurement.
Law.
Administrator.
Clerk of Commission
Cover Memo
Item # 38
Invitation To Bid
Sealed bids will be received at this office on Friday, May 25, 2012 @ 11:00 a.m. for furnishing:
Bid Item 12-139 Fort Gordon New Water & Sewage Connections for Utilities Department
Bids will be received by Augusta, GA Commission hereinafter referred to as the OWNER at the offices of:
Geri A. Sams
Procurement Department
530 Greene Street - Room 605
Augusta, Georgia 30901
706-821-2422
Bid documents may be viewed on the Augusta, Georgia web site under the Procurement Department ARCbid.
Bid documents may be obtained at the office of the Augusta, GA Procurement Department, 530 Greene Street –
Room 605, Augusta, GA 30901. Documents may be examined during regular business hours at athe offices of
Augusta, GA Procurement Department. A Mandatory Pre Bid Conference will be held on Thursday, May 3,
2012 @ 10:00 a.m. in the Procurement Department, 530 Greene Street, Room 605. All questions must be
submitted in writing by fax to 706 821-2811 or by email to procbidandcontract@augustaga.gov to the
office of the Procurement Department by Monday, May 7, 2012 @ 5:00 P.M. No bid will be accepted by
fax, all must be received by mail or hand delivered.
No Bid may be withdrawn for a period of 60 days after time has been called on the date of opening. A 10% Bid
bond is required to be submitted along with the bidders’ qualifications; a 100% performance bond and a
100% payment bond will be required for award.
Invitation for bids and specifications. An invitation for bids shall be issued by the Procurement Office and shall
include specifications prepared in accordance with Article 4 (Product Specifications), and all contractual terms
and conditions, applicable to the procurement. All specific requirements contained in the invitation to bid
including, but not limited to, the number of copies needed, the timing of the submission, the required
financial data, and any other requirements designated by the Procurement Department are considered
material conditions of the bid which are not waiveable or modifiable by the Procurement Director. All
requests to waive or modify any such material condition shall be submitted through the Procurement Director to
the appropriate committee of the Augusta, Georgia Commission for approval by the Augusta, Georgia
Commission. Please mark BID number on the outside of the envelope.
Bidders are cautioned that acquisition of BID documents through any source other than the office of the
Procurement Department is not advisable. Acquisition of BID documents from unauthorized sources places the
bidder at the risk of receiving incomplete or inaccurate information upon which to base his qualifications.
GERI A. SAMS, Procurement Director
cc: Tameka Allen Deputy Administrator
Tom Wiedmeier Utilities Department
Jerry Delaughter Utilities Department
Stanley Aye Utilities Department
Revised: 8/15/2011
Attachment number 1 \nPage 1 of 1
Item # 38
VENDORS Attachment B E-Verify # Bid Bond Lump Sum
Blair Construction, Inc.
PO Box 770
Evans, GA 30809
YES 224004 YES $450,436.32
Quality Storm Water Solutions
P.O. Box 1847
Evans, GA 30809
YES 233338 YES $457,102.00
Contract Management, Inc.
1827 Killingsworth
Augusta, GA 30904
YES 225306 YES $491,791.75
Eagle Utility Contracting, Inc.
1350 Branch Road
Bishop, GA 30627
YES 206663 YES $898,788.25
Bid Item #12-139
Fort Gordon New Water and Sewage Connections
for Augusta, Georgia - Utilities Department
Bid Due: Friday, May 25, 2012 @ 11:00 a.m.
Page 1 of 1
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UNIT COST TOTAL COST UNIT COST TOTAL COST UNIT COST TOTAL COST UNIT COST TOTAL COST
6" Diameter PVC sanitary pipe SDR 35, Depth 0' to 6' including Type II (No. 57 stone) bedding material 650 LF $13.55 $8,807.50 $23.25 $15,112.50 $24.00 $15,600.00 $31.00 $20,150.00
8" Diameter PVC sanitary pipe SDR 35, Depth 0' to 6' including Type II (No. 57 stone) bedding material 700 LF $17.25 $12,075.00 $25.25 $17,675.00 $26.60 $18,620.00 $43.00 $30,100.00
Pre-Cast sanitary manhole, GDOT STD 1011A, Type 1, depth 0-6'25 LF $1,359.94 $33,998.50 $1,600.00 $40,000.00 $2,320.00 $58,000.00 $3,500.00 $87,500.00
6" sanitary sewer service, complete 40 EA $1,168.85 $46,754.00 $1,300.00 $52,000.00 $600.00 $24,000.00 $3,000.00 $120,000.00
Cut and plug existing sanitary sewer, diameter varies 8 LF $1,164.00 $9,312.00 $100.00 $800.00 $1,000.00 $8,000.00 $1,500.00 $12,000.00
Tie new san. Sewer to existing manholes, diameter varies 15 EA $1,455.00 $21,825.00 $750.00 $11,250.00 $800.00 $12,000.00 $2,500.00 $37,500.00
1" Tap on same size Dia. Pipe 13 EA $850.00 $11,050.00 $176.00 $2,288.00 $800.00 $10,400.00 $1,325.00 $17,225.00
2" Tap on same size Dia. Pipe 15 EA $1,067.00 $16,005.00 $577.00 $8,655.00 $900.00 $13,500.00 $2,180.00 $32,700.00
3" Tap on same size Dia. Pipe 15 EA $1,576.25 $23,643.75 $1,950.00 $29,250.00 $1,200.00 $18,000.00 $3,725.00 $55,875.00
4" Tap on same size Dia. Pipe 15 EA $1,920.60 $28,809.00 $1,950.00 $29,250.00 $1,400.00 $21,000.00 $3,800.00 $57,000.00
6" Tap on same size Dia. Pipe 15 EA $2,425.00 $36,375.00 $2,482.00 $37,230.00 $2,000.00 $30,000.00 $4,425.00 $66,375.00
8" Tap on same size Dia. Pipe 10 EA $2,783.90 $27,839.00 $2,582.00 $25,820.00 $3,000.00 $30,000.00 $5,285.00 $52,850.00
2" PVC Water Transmission Main C 900, Class 200 400 LF $7.76 $3,104.00 $5.75 $2,300.00 $10.00 $4,000.00 $8.00 $3,200.00
3" PVC Water Transmission Main C 900, Class 500 LF $8.24 $4,120.00 $8.00 $4,000.00 $12.00 $6,000.00 $8.50 $4,250.00
6" DIP, water transmission, Class 350, standard 500 LF $20.66 $10,330.00 $28.50 $14,250.00 $30.85 $15,425.00 $27.00 $13,500.00
8" DIP, water transmission, Class 350, standard 500 LF $25.02 $12,510.00 $29.00 $14,500.00 $38.40 $19,200.00 $32.50 $16,250.00
10" DIP, water transmission, Class 350, standard 400 LF $31.04 $12,416.00 $36.00 $14,400.00 $50.25 $20,100.00 $42.00 $16,800.00
12" DIP, water transmission, Class 350, standard 200 LF $38.80 $7,760.00 $42.00 $8,400.00 $60.00 $12,000.00 $47.00 $9,400.00
Fire Hydrant Assembly Complete with valve, lead pipe Joint restraint ant, and blocking. (Valve Box and ATV kit included)16 EA $3,000.00 $48,000.00 $3,300.00 $52,800.00 $4,800.00 $76,800.00 $4,930.00 $78,880.00
Miscellaneous Pipe fittings and connections 5000 LB $3.39 $16,950.00 $3.50 $17,500.00 $3.00 $15,000.00 $10.00 $50,000.00
$391,683.75 $397,480.50 $427,645.00 $781,555.00
Lump Sum 1 15%$58,752.57 $58,752.57 $59,622.00 $59,622.00 64146.75 64146.75 117233.25 117233.25
$450,436.32 $457,102.50 $491,791.75 $898,788.25
FORT GORDON NEW WATER AND SEWAGE CONNECTIONS TAB SHEET
Eagle Contracting
DESCRIPTION QTY UNIT
Blair Construction Quality Strom Water Solutions CMI
Attachment number 3 \nPage 1 of 1
Item # 38
Attachment number 4 \nPage 1 of 1
Item # 38
Attachment number 5 \nPage 1 of 1
Item # 38
ATTN THERON SAPP
QUALITY STORM WATER SOLUTIONS
437 CAMBRIDGE CIRCLE
MARTINEZ GA 30907
ATTN JAMES WILLIAMS
CONTRACT MANAGEMENT INC
1827 KILLINGSWORTH
AUGUSTA GA 30904
ATTN TONY HIGHFIELD
EAGLE UTILITY
1350 BRANCH ROAD
BISHOP, GA 30627
ATTN PATRICK DILLARD
BLAIR CONSTRUCTION
PO BOX 770
EVANS, GA 30809
Tom Wiedmeier
Augusta Utilities
Bay Street
Jerry Delaughter
Augusta Utilities
Bay Street
Stanley Aye
Augusta Utilities
Bay Street
Yvonne Gentry
LSB – 3RD FLOOR
Bid Item 12-139 Fort Gordon New
Water & Sewage Connections
Faxed and Mailed 4/27/12
Bid Item #12-139
Fort Gordon New Water & Sewage
Connections
For Utilities Department
Bid Due: Fri 5/25/12 @ 11:00 a.m.
Attachment number 6 \nPage 1 of 1
Item # 38
Attachment number 7 \nPage 1 of 9
Item # 38
Attachment number 7 \nPage 2 of 9
Item # 38
Attachment number 7 \nPage 3 of 9
Item # 38
Attachment number 7 \nPage 4 of 9
Item # 38
Attachment number 7 \nPage 5 of 9
Item # 38
Attachment number 7 \nPage 6 of 9
Item # 38
Attachment number 7 \nPage 7 of 9
Item # 38
Attachment number 7 \nPage 8 of 9
Item # 38
Attachment number 7 \nPage 9 of 9
Item # 38
Commission Meeting Agenda
7/17/2012 5:00 PM
Minutes
Department:Clerk of Commission
Caption:Motion to approve the minutes of the regular meeting of the
Commission held June 28, 2012 and the Special Called meeting
and Executive Session held July 9, 2012.
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Cover Memo
Item # 39
Commission Meeting Agenda
7/17/2012 5:00 PM
University Hospital Authority
Department:
Caption:Consider the appointment of one of the following for the Member-
at-Large position on the Richmond County Hospital Authority for
a four year term: James W. Bennett, Jr., Hugh L. Hamilton, Levi
W. Hill, IV due to the resignation of John P. Rhodes.
Background:Consistent with the Bylaws of the Richmond County Hospital
Authority.
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Cover Memo
Item # 40
Attachment number 1 \nPage 1 of 1
Item # 40
Commission Meeting Agenda
7/17/2012 5:00 PM
Approve agreements for Parking Decks
Department:Administrator / Finance
Caption:Motion to approve the Reynolds Street Parking Deck
Construction, Operating and Reciprocal Easement Agreement,
Reynolds Street Parking Deck Management Agreement,
Conference Center Parking Lease and Assignment of Parking
Deck Management Agreement, and to authorize the Mayor and
Clerk of Commission to execute same. (Requested by
Commissioner Jerry Brigham)
Background:The approval of the Reynolds Street Parking Deck Construction,
Operating and Reciprocal Easement Agreement, Reynolds Street
Parking Deck Management Agreement and Conference Center
Parking Lease were approved by the Commission on February 7,
2012.
Analysis:The approval of the Reynolds Street Parking Deck Construction,
Operating and Reciprocal Easement Agreement, Reynolds Street
Parking Deck Management Agreement and Conference Center
Parking Lease were approved by the Commission on February 7,
2012, subject to a change in the term of the Management
Agreement and the conveyance by 933 Broad, LLC of its surface
rights beneath the parking deck to the Augusta, Georgia Land
Bank Authority. 933 Broad, LLC’s lender has requested slight
modifications and for Augusta to consent to an Assignment of
Parking Deck Management Agreement. Attached are copies of the
Deed to Augusta, Deed to the Augusta, Georgia Land Bank
Authority and the Quitclaim Deed and Partial Release that will be
executed and recorded upon finalization of these documents
Financial Impact:No funding is necessary
Alternatives:N/A
Recommendation:Approve the execution of the documents
Cover Memo
Item # 41
Funds are Available
in the Following
Accounts:
n/a
REVIEWED AND APPROVED BY:
Cover Memo
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Seyfarth Shaw Revisions 5/4/12
Version 10
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Space above this line for recorder’s use
REYNOLDS STREET PARKING DECK
CONSTRUCTION, OPERATING
AND RECIPROCAL EASEMENT AGREEMENT
THIS REYNOLDS STREET PARKING DECK CONSTRUCTION, OPERATING AND
RECIPROCAL EASEMENT AGREEMENT (this “Agreement”) is made this ___ day of _________,
2012, by and between AUGUSTA, GEORGIA (“City”) and 933 BROAD INVESTMENT CO., LLC, a
Georgia limited liability company (“Developer”).
RECITALS
A. Developer is the owner of that certain improved parcels of land described on Exhibit “A”
attached hereto and by this reference made a part hereof, together with all improvements located
thereon (the “Developer Property”).
B. City is the owner of (i) that certain tract of land described on Exhibit “B” attached hereto and by
this reference made a part hereof together with all improvements located thereon (the “WAGT
Tract”); (ii) that certain tract of land described on Exhibit “C” attached hereto and by this
reference made a part hereof, together with all improvements located thereon (the “Jackson
Tract”); and (iii) that certain improved parcel of property described on Exhibit “D” attached
hereto and by this reference made a part hereof, together with all improvements located thereon
(the “Air Rights Parcel” and together with the WAGT Tract and the Jackson Tract, referred to as
the “City Property”) . The Air Rights Parcel is generally the block of space occupied by the
Parking Deck, extending vertically from the roof of the first floor of the Parking Deck to eight
feet above the finished floor elevation of the six (6th) floor of the Parking Deck.
C. City has constructed on the Air Rights Parcel and the portion of the Developer Property located
directly underneath the Air Rights Parcel a six (6) story parking deck (the “Parking Deck”). The
Developer Property contains additional surface parking (the “Developer Surface Parking Areas”)
not located within the Parking Deck.
D. In connection with transactions related to the Augusta Convention Center, but for no monetary
consideration, Developer conveyed the Air Rights Parcel to City. Both before and after the
construction of the Parking Deck, the general functionality and utility to Developer of the
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Developer Property are for surface parking for its tenants. The Parking Deck was constructed by
City for the benefit of City, and the benefits of the Parking Deck to Developer are small and
incidental (i.e., additional security, covered parking, and better aesthetics). Automated gates and
a staffed toll booth are solely for the benefit of City in the management of its portion of the
Parking Deck and provide only an incidental benefit to Developer. In connection with the
Management Agreement, Developer’s affiliate has agreed to certain cost sharing and has agreed
that City may use parking spaces located on the Developer Property without charge after business
hours. Such agreements are part of a bargained for exchange made in connection with the
Management Agreement but have no applicability outside of the Management Agreement.
Accordingly, the Parties acknowledge that Developer should have no responsibility for
maintaining the Parking Deck structure or sharing of costs for operation of the Parking Deck and
should have no obligation to allow City to use the parking spaces located on Developer Property
after hours, unless provision for the same is made in the Management Agreement.
E. City and Developer desire to set forth their respective obligations and rights with respect to the
Developer Property, the City Property, and the Parking Deck, including but not limited to those
rights and obligations related to operation, maintenance, support, access, and insurance as set
forth in this Agreement.
AGREEMENT
In consideration of the premises and the mutual agreements and covenants contained herein, and
for other good and valuable consideration, the receipt and adequacy of which are hereby acknowledged,
City and Developer, intending to be legally bound, agree as follows.
ARTICLE I
DEFINITIONS
Section 1.1. Definitions. As used in this Agreement, the following terms shall have the
following meanings.
“Access Easement Areas” shall mean those areas located on the City Property and the Developer
Property shown as cross-hatched on Exhibit “E” attached to this Agreement.
“Air Rights Parcel” shall have the meaning set forth in the recitals of this Agreement.
“Agreement” shall have the meaning set forth in the opening paragraph of this Agreement.
“City” shall have the meaning set forth in the opening paragraph of this Agreement and its
successors in title to the City Property.
“City Property” shall have the meaning set forth in the recitals of this Agreement.
“Developer” shall have the meaning set forth in the opening paragraph of this Agreement, and its
successors in title to the Developer Property or any part thereof.
“Developer Property” shall have the meaning set forth in the recitals of this Agreement.
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“Developer Surface Parking Areas” shall have the meaning set forth in the recitals of this
Agreement.
“Ground Floor Ramp” shall mean that ramp connecting the ground floor of the Parking Deck to
the second floor of the Parking Deck and labeled as such on the schematic Plans and Specification
attached as Exhibit “H” to this Agreement. The Ground Floor Ramp is also shown on the Plat of the
Reynolds Street Parking Deck referenced on Exhibit “A” to this Agreement and is depicted as the area on
the “ramp” where the parking spaces are portrayed with dashed lines.
“Jackson Tract” shall have the meaning set forth in the recitals of this Agreement.
“Landscape Areas” shall mean those areas located on the Developer Property upon which City
has landscaped and shown as cross-hatched on Exhibit “G” attached to this Agreement.
“Manager” shall mean any person or entity managing the City Property.
“Management Agreement” shall mean the agreement whereby a Developer, its affiliate, or a third
party manages the portion of the Parking Deck located on the City Property.
“Parking Deck” shall have the meaning set forth in the recitals of this Agreement and shall
include all structural portions thereof and the surfaces of the ground floor and all floors thereof.
“Party” shall mean City or Developer individually, and “Parties” shall mean City and Developer
collectively.
“Plans and Specifications” shall mean the final plans and specification for the Parking Deck, full
copies of which are on file with City and Developer. Schematics of the Plans and Specifications are
attached as Exhibit “H” to this Agreement. In the event reconstruction is necessary and the original full
Plans and Specifications cannot be located, the Parties shall work together in good faith to engage an
engineering firm to produce a new set of Plans and Specifications for re-construction of the Parking Deck
in a first-class manner, in compliance with all applicable building codes and standards, in substantial
accordance with the schematic plans and specifications attached to this Agreement, whereupon such plans
and specifications shall become the Plans and Specifications.
“Property” or “Properties” shall mean the Developer Property and the City Property, combined.
“Security Deed” shall mean, collectively, that Deed to Secure Debt, Assignment of Rents and
Leases, and Security Agreement from Developer to Wachovia Bank, N.A. (n/k/a Wells Fargo Bank,
National Association) recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia
on October 14, 2005, in Book 1019, page 1326, and the related Assignments of Leases and Rents, all
related UCC financing statements, and all amendments and modifications thereto.
“Standard” shall mean the first-class standards of construction, operation, maintenance and repair
of Marriott Corporation, reasonably interpreted to take into account differences between a hotel and a
Parking Deck.
“Term of this Agreement” shall mean the period of time commencing on the date of this
Agreement and continuing in perpetuity for so long as the Parking Deck is in existence and shall include
the period of time following any casualty with respect to the Parking Deck for so long as either Party has
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the right to rebuild the Parking Deck or the right to require the other Party or any person or entity to re-
build the Parking Deck.
“Traffic Control Areas” shall mean those areas located on the Developer Property shown as
cross-hatched on Exhibit “F” attached to this Agreement.
“WAGT Tract” shall have the meaning set forth in the recitals of this Agreement.
“Wells Fargo” shall mean Wells Fargo Bank, National Association, successor to Wachovia Bank,
National Association, the holder of the Security Deed and the loans secured thereby.
ARTICLE II
EASEMENTS
Section 2.1. Access Easements. Developer hereby grants to City non-exclusive easements in
perpetuity over the Access Easement Areas located on the Developer Property for vehicular and
pedestrian ingress and egress to and from the public streets and sidewalks to the City Property.
Developer retains the right to relocate or modify the Access Easement Areas existing on the Surface
Parking Areas so long as such relocation or modification does not unreasonably hinder City’s access to
the City Property and Parking Deck. City hereby grants to Developer non-exclusive easements in
perpetuity over the Access Easement Areas located on the City Property for vehicular and pedestrian
ingress and egress to and from the public streets and sidewalks to the Developer Property. City retains
the right to relocate or modify the Access Easement Areas existing on the City Property so long as such
relocation or modification does not unreasonably hinder Developer’s access to the Developer Property.
Section 2.2. Landscaping Easements. Developer hereby grants to City non-exclusive
easements in perpetuity over the Landscape Areas located on the Developer Property for the installation,
use, replacement, and maintenance of grass, shrubs, flowers, trees, and other landscaping material,
together with a non-exclusive easement in perpetuity over the driveways on the Developer Property for
vehicular and pedestrian access to the Landscaping Areas. With the prior written approval of City, which
shall not be unreasonably withheld or conditioned, Developer retains the right to relocate or modify the
Landscape Areas in the modification or development of the Developer Property so long as such
modification or development does not materially decrease the general aesthetics of the site.
Section 2.3. Support and Utility Easements. The Parties acknowledge that the improvements
on the Developer Property and the Air Rights Parcel share common footings and supports and that utility
lines serving the Property may cross the City Property and the Developer Property. Each of the Parties
hereby grants to the other Party a non-exclusive and perpetual easement over and under its respective
Property for the construction, use, repair, and maintenance of supports and utility lines (electric,
communication, water, sewer, storm water, and gas, to the extent now or hereafter desirable in connection
the use of the respective Properties) in accordance with the Plans and Specifications, provided that the
manner of construction, use, repair, and maintenance of such supports and utilities shall be in accordance
with generally accepted engineering and construction practice for improvements of such type and so as
not to impair the structural integrity of the other Party’s improvements. The exercise of easement rights
under this section by either Party shall be conducted in such a manner as will minimize interference with
the conduct of business by the other Party. In the event either Party shall in the future desire to install
additional utilities for the benefit of its Property and such installation impacts the other Party’s Property,
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the Party desiring to install said utilities shall install the same at its sole cost with the advance written
approval and cooperation of the other Party, such cooperation and approval not to be unreasonably
withheld or delayed, and the requesting Party shall return all disturbed Property to its substantially pre-
disturbed condition promptly in a first-class manner.
Section 2.4. Easements in favor of City for Toll Booth and Traffic Control Equipment.
Developer hereby grants to City non-exclusive easements in perpetuity over the Traffic Control Areas for
occupancy, use, maintenance, and repair of a toll booth and traffic control equipment in order to control
access to the Parking Deck. The use of the toll booth and traffic control equipment is subject to other
provisions of this Agreement and the Management Agreement.
Section 2.5. Easements in favor of Developer for Parking. City hereby grants to Developer
an exclusive easement in perpetuity over the WAGT Tract for parking of passenger and commercial
vehicles and a non-exclusive easement in perpetuity over the WAGT Tract for pedestrian and vehicular
ingress and egress to and from the public streets and sidewalks to the Developer Property. Developer
shall have the right to maintain, repair, and upgrade the WAGT Tract for the parking and access purposes
set forth in this section. City acknowledges and agrees that its obligation to provide WAGT Television,
Inc. with a permanent easement for parking pursuant to that Parking Easement Agreement dated
November 15, 2010, and recorded with the Office of the Clerk of Superior Court for Augusta Richmond
County, Georgia on May 18, 2011, in Book 1301, page 2188, shall be met by the use of parking spaces in
the Parking Deck located on the City Property and not on the WAGT Tract or any Developer Property.
Section 2.6. Easements in favor of Developer for Parking on Ground Floor Ramp. City and
Developer intend that Developer have fee simple title to and exclusive use of the parking spaces located
on the Ground Floor Ramp. Because City owns the structure of the Parking Deck and because a portion
of the Ground Floor Ramp is situated above the earth and is considered part of the structure, City hereby
grants to Developer an exclusive easement in perpetuity over any portion of the Ground Floor Ramp
outside of the Access Easement Areas for parking of passenger and commercial vehicles. Because of the
configuration of the Parking Deck, it is possible that a portion of the Ground Floor Ramp may extend into
the Air Rights Parcel owned by City. Accordingly, City hereby grants to Developer an exclusive
easement in perpetuity over any portion of the Ground Floor Ramp consisting of parking spaces and
extending into the Air Rights Parcel for parking of passenger and commercial vehicles. City hereby
grants to Developer a non-exclusive easement in perpetuity over the access drive located on Ground Floor
Ramp for pedestrian and vehicular ingress and egress to and from the Developer Property and said
parking spaces located on the Ground Floor Ramp. City hereby grants to Developer non-exclusive
easements in perpetuity over all ramps and drives within the City Property necessary to allow ingress and
egress to and from the parking spaces on the Ground Floor Ramp pursuant to the designed traffic flow
patterns within the Parking Deck.
Section 2.7. Binding Effect; Extension of Easements to Invitees. The Parties shall have the
right to extend to their tenants, customers, business guests and invitees the benefit of the rights and
easements established in this Agreement, but no such tenant, customer, business guest or invitee shall by
virtue thereof be deemed to have acquired any interest whatsoever in the City Property or the Developer
Property or any part thereof. The benefits and burdens of the easements and restrictions created in this
Agreement shall run with the land and shall be binding upon and inure to the benefit of the owners of the
City Property and the Developer Property (and all subdivided portions thereof) and their respective heirs,
executors, successors-in-title, tenants, and assigns, and all those holding under any of them. The
easements, restrictions and obligations contained in this Agreement shall be unaffected by any change in
the ownership of any property covered by this Agreement or by any change of use, demolition,
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reconstruction, expansion or other circumstances, except as specified herein. Each of the rights created
hereunder may be enforceable in a court of equity by the owner of any property covered by this
Agreement or by Developer pursuant to retained rights and obligations under this Agreement in the event
of a conveyance of all or any part of the Developer Property as contemplated in Section 6.10 below. All
easements and other rights conveyed by City to Developer within this Agreement shall be for the benefit
of the Developer Property. It is the express intent of the parties hereto that the easements granted herein
shall not, at any time, merge by operation of law into any owner’s title or interest in any parcel, but that
the easements granted herein shall remain separate and distinct rights and estates in land unless the
owner(s) of all affected parcels specifically evidence their intent by mutual agreement in writing to
extinguish any such easement. It is further expressly provided that the acquisition hereafter by any other
party (including, without limitation, a present or future mortgagee of any parcel or any portion thereof) of
an ownership interest (in fee, leasehold, or otherwise) shall not operate, by merger or otherwise, to
extinguish, diminish, impair, or otherwise affect any easement granted herein, which easements shall
remain separate and distinct and estates in land.
Section 2.8. Perpetual Easements. The easements granted under this Section shall continue so
long as the Parking Deck continues to exist or is rebuilt following a casualty. The Parties expressly
acknowledge and agree that the purpose of this Agreement is the grant, conveyance and establishment of
the easements, rights and privileges set forth herein, and none of the terms or provisions of this
Agreement shall be or be deemed to be “covenants restricting land to certain uses” for purposes of
O.C.G.A. §44-5-60, or any similar law or statute, and each Party (knowingly, willingly and upon the
advice of legal counsel) expressly forever waives, releases and discharges any right that either Party now
has or ever may have to claim or assert in any legal or other circumstances that any of the easements or
other terms or provisions of this Agreement are in any way covered or limited by said section or any
similar law or statute.
Section 2.9. Reservation of Rights. Developer, as the owner of the Developer Property,
hereby expressly reserves for itself, its successors and assigns, all rights and privileges incident to the
ownership of the fee simple estate of the Developer Property which are not inconsistent with the rights
and privileges herein granted. Specifically, Developer shall have the right to make non-structural
alterations or modifications to the portion of the Parking Deck located on the Developer Property,
including its façade (e.g., attaching signage, painting, or striping of the floor); provided, however,
Developer shall not materially alter or modify the exterior of the Parking Deck without the prior written
approval by City of the plans for such alteration or modification, which approval shall not be
unreasonably withheld. Notwithstanding the preceding provision, Developer may develop the first floor
of the Parking Deck into retail spaces without the approval of City, so long as the modifications do not
materially impede traffic flow to the City Property or affect the structural integrity of the Parking Deck.
In the event that Developer’s alterations or modifications to the Parking Deck cause damage to the
Parking Deck, Developer shall be responsible to repair the same to the substantially pre-damaged
condition. Furthermore, Developer retains the right to develop or modify the Developer Property (and to
modify the location of the Access Easement Areas, the Traffic Control Areas, and the Landscape Areas),
subject to the prior written approval of City, which approval shall not be withheld so long as such
development or modification does not materially decrease the general aesthetics of the site, does not
unreasonably hinder City’s access to the City Property and Parking Deck, and does not impair the
structural integrity of the Parking Deck.
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ARTICLE III
CONSTRUCTION AND TITLE
Section 3.1. Construction of the Parking Deck. Pursuant to prior agreements, City has
constructed the Parking Deck in substantial accordance with the Plans and Specifications. The Parking
Deck is acceptable to City and Developer in all respects.
Section 3.2. Title to the Parking Deck. The structure of the Parking Deck shall be owned by
City.
Section 3.3. Expansion of the Parking Deck. Developer and City have agreed that City may
expand the Parking Deck to the south of the existing Parking Deck (i.e., between the existing Parking
Deck and Jones Street). In the event City so desires to expand the Parking Deck, Developer shall convey
to City property necessary for expansion of the Parking Deck (or shall modify its easements under this
Agreement with respect to the WAGT Tract) and shall amend this Agreement to provide for necessary
support, access, operation and maintenance of the expanded parking deck, subject to the following
conditions: (i) Developer shall retain title to the surface parking underneath of the expanded parking deck
and shall only convey “air rights” in a similar manner to the rights existing under the current property
ownership and this Agreement, (ii) the construction shall be of equal quality and aesthetics to the current
Parking Deck, and the plans and specifications therefor shall be acceptable to Developer and any
mortgagee, in their reasonable discretion, (iii) construction shall be made under the joint supervision of
City and Developer in a manner similar to the management of construction of the existing Parking Deck
(i.e., Developer shall have the right to inspect and review and object to draw requests prior to payment of
the same), (iv) access to and functionality of Developer’s remaining property or easement rights shall not
be unreasonably impaired, and agreements with respect to the expanded parking deck shall be
substantially similar to the agreements in this Agreement, and (v) Developer shall retain sufficient
property or easements, whether on the ground or upper levels of the expanded parking deck, so that
Developer shall not suffer reduction in the number of parking spaces owned, or to which Developer has
rights via easements, by Developer.
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ARTICLE IV
OPERATION AND MAINTENANCE OF PARKING DECK
Section 4.1. Maintenance and Repair of the Property. City shall, at its sole cost and expense,
repair, maintain, and clean the structure of the Parking Deck (including all parking surfaces located within
the Parking Deck) and the Landscape Areas to the Standard. Otherwise, each Party shall, at its sole cost
and expense, maintain its respective Property to the Standard. Notwithstanding the foregoing, during any
period when both Developer and City consent to a different cost sharing arrangement pursuant to a
Management Agreement, the maintenance and repair of the Parking Deck shall be made in accordance
with the Management Agreement. Given that each Party has a significant investment in the Parking Deck
and the property upon which the Parking Deck is located, the Parties acknowledge that each Party has an
important interest in insuring that the Parking Deck is maintained in accordance with the Standard in
perpetuity. Accordingly, this Agreement, and particularly this section of this Agreement, may be
enforced by either Party by specific performance or otherwise.
Section 4.2. Operation of Parking Deck. No barricades, curbs, gates, or other obstacles shall
be erected which block or prohibit the free flow of traffic through the entrances, exits, ramps and
driveways within the Property. However, City, in its sole discretion and for its benefit, may staff and
operate a toll booth and/or automated traffic control devices in connection with the operation of its
portion of the Parking Deck (either directly or through a Management Agreement). In the absence of a
Management Agreement approved by Developer providing for a contrary agreement, Developer shall
have no obligation to share in the costs of operating the Parking Deck, and Developer shall have the right
to prohibit the unauthorized parking of vehicles on its Property, and the easement areas granted
hereunder, and the WAGT Tract by all means allowed by law (including towing of unauthorized
vehicles). In the event Developer or its affiliate manages the Parking Deck pursuant to a Management
Agreement, the manager under the Management Agreement shall be responsible for all vehicle towing.
In the event City elects to control access to the Parking Deck, City shall provide Developer with key cards
or other acceptable devices to allow Developer’s tenants, licensees and invitees efficient access to the
Developer Property, and the easement areas granted hereunder, and shall provide a reasonable and
efficient method for Developer’s tenants, licensees and invitees to access the Developer Property, and the
easement areas granted hereunder, through the toll booth system, all at no cost to Developer. Nothing
herein shall prohibit temporary closing of the Parking Deck or Property as may be necessary for the
cleaning, repair and maintenance of the same as required from time to time, so long as such activities are
conducted at reasonable times and in a reasonable manner with prior coordination with the other Party.
Each Party shall have the exclusive right to set or cause to be set the rents for use of the parking spaces
within its respective Property. Each Party shall operate its respective improvements in compliance with
the Standard and with all applicable governmental requirements, laws, statutes, regulations and/or
ordinances and shall keep in full force and effect at all times all governmental permits and licenses
required for the use and operation of such improvements.
Section 4.3. Taxes. Developer shall be responsible for all ad-valorem taxes levied against the
Developer Property. City shall be responsible for all ad-valorem taxes levied against the City Property.
Section 4.4. Insurance by City. City shall either self-insure, self-fund or provide the
following insurance meeting the following requirements:
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General Liability Insurance. During the Term of this Agreement, City shall, at its sole cost and
expense, carry comprehensive general liability property insurance, including contractual liability,
personal and bodily injury, and property damage insurance, covering activities relating to the Parking
Deck, with a combined single limit in an amount sufficient to protect City and Developer, but in no event
will such insurance be in an amount less than a combined single limit of $3,000,000 per occurrence. Such
insurance may contain a loss deductible provision of not more than $100,000.00, which loss deductible
amount may be adjusted upward annually by the percentage increase in the Consumer Price Index for all
urban consumers (CPI-U) (All Items 1982-84=100) for the preceding calendar year. Developer and, if
requested, Developer’s mortgage lender, shall be named as an additional insured under such insurance.
City shall provide Developer with a certificate of insurance evidencing such coverage no later than thirty
days prior to the commencement of operation of the Parking Deck. City’s insurance shall contain a clause
stating that there shall be no reduction, cancellation, or non-renewal of coverage without giving
Developer and Developer’s mortgage lender thirty (30) days prior written notice. Such insurance shall
also be endorsed to provide that the insurance shall be primary to and not contributory to any similar
insurance carried by Developer, and shall contain a severability of interest clause.
Property Insurance. During the Term of this Agreement, City shall, at its sole cost and expense,
procure and keep in effect fire and extended coverage for the Parking Deck and all personal property
located thereon, including rent loss or business interruption coverage for periods of no less than twelve
(12) months, written on an All-Risk Endorsement and Replacement Cost basis, in amounts at no time less
than the total replacement cost therefor. Such policy referred to above shall name City and Developer as
loss payee and additional insureds, as their interest may appear. During any period of construction, such
property insurance shall be provided, at City’s sole cost and expense, through a builder’s risk policy.
City shall provide Developer with a certificate of insurance evidencing such coverage no later than thirty
days prior to the commencement of the Term of this Agreement. Upon completion of construction, City
shall provide Developer with such a certificate of permanent fire and extended property insurance.
Section 4.5. Insurance by Developer. Developer shall either self-insure, self-fund or provide
the following insurance meeting the following requirements:
General Liability Insurance. During the Term of this Agreement, Developer shall, at its sole cost
and expense, carry comprehensive general liability property insurance, including contractual liability,
personal and bodily injury, and property damage insurance, covering activities relating to the Parking
Deck, with a combined single limit in an amount sufficient to protect Developer and City, but in no event
will such insurance be in an amount less than a combined single limit of $3,000,000 per occurrence. City
shall be named as an additional insured under such insurance. Developer shall provide City with a
certificate of insurance evidencing such coverage no later than thirty days prior to the commencement of
operation of the Parking Deck. Developer’s insurance shall contain a clause stating that there shall be no
reduction, cancellation, or non-renewal of coverage without giving City thirty (30) days prior written
notice. Such insurance shall also be endorsed to provide that the insurance shall be primary to and not
contributory to any similar insurance carried by City, and shall contain a severability of interest clause.
Property Insurance. In recognition of the fact that the Parking Deck structure was built for the
sole purpose of supporting and housing the upper decks for the benefit of City and that Developer’s
interest in the Developer Property is merely a surface parking lot requiring no vertical improvements,
Developer shall be under no obligation to insure any portion of the Parking Deck for casualty.
Section 4.6. Policies and Endorsements. All insurance described in this Article may be
obtained by endorsement or equivalent means under blanket insurance policies, provided that such
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blanket policies substantially fulfill the requirements specified herein. Where permitted, all insurance
provided under this Article shall be carried in the name of Developer, City, the owner of any fee or
leasehold interest in the Parking Deck or any portion thereof, and the holder of any security deeds
covering the Parking Deck or any portion thereof, if any; and any losses thereunder shall be payable to the
parties as their respective interests may appear. The party procuring such insurance shall deliver to the
other party certificates of insurance with respect to all policies so procured, including existing, additional
and renewal policies and, in the case of insurance about to expire, shall deliver certificates of insurance
with respect to the renewal policies not less than ten (10) days prior to the respective dates of expiration.
All policies of insurance provided under this Article shall, to the extent obtainable, have attached thereto
an endorsement that such policy shall not be canceled or materially changed without at least thirty (30)
days prior notice to Developer, City, any other fee or leasehold owner of any portion of the Parking Deck,
and any holder of indebtedness secured by any portion the Parking Deck.
Section 4.7. Waiver of Subrogation. City and Developer agree that with respect to any loss or
claim which is covered by insurance then being carried or required to be carried by them under this
Agreement, the party suffering such loss or claim and carrying or required to carry such insurance
releases the other of and from any and all claims, defense costs and expenses with respect to such loss or
claim, to the extent of available insurance proceeds. City and Developer further agree that each of their
insurance policies shall provide for an appropriate waiver of subrogation reflecting this release.
Section 4.8. Indemnification. Subject to the waiver of subrogation provisions in this
Agreement, each Party shall indemnify and hold harmless the other Party, its subsidiaries, its affiliates,
and their respective officers, directors, agents, and employees from and against any and all claims,
liabilities, losses, damages to persons or property, costs, and expenses of any kind or character, including
without limitation reimbursement of court costs, reasonable attorneys’ fees, interest, fees, and penalties, to
the extent such liabilities are finally determined by a court of competent jurisdiction to have been the
result of the acts, omissions, negligence, or misconduct of such indemnifying Party or its employees,
contractors, agents, lessees, or invitees, in the use, operation, or maintenance of the Property. This
section shall survive termination of this Agreement.
ARTICLE V
DAMAGE AND DESTRUCTION
Section 5.1. Damage or Destruction of Parking Deck. In the event of damage to or
destruction of all or any part of the Parking Deck, City shall, at its election, either (i) rebuild, replace and
repair such damaged or destroyed improvements to the same condition and usefulness and to the same
general appearance as existed immediately prior to such damage or destruction, or (ii) clear debris and
raze the improvements as outlined below. Upon such damage or destruction, City shall notify Developer
of its election within ninety (90) days. In the event City elects to rebuild, replace, or repair the Parking
Deck, such reconstruction shall be completed as expeditiously as reasonably possible but no later than
twelve (12) months following such damage and shall be performed in compliance with the requirements
set forth with respect to the initial construction of such improvements. In the event City elects to clear the
debris and raze the improvements, such work shall be completed as expeditiously as reasonably possible
but no later than three (3) months following such damage and shall be performed in a first-class and
workmanlike manner.
Section 5.2. Clearing Debris from Razed Improvements. To the extent City does not elect to
restore the Parking Deck destroyed or damaged by casualty, City shall promptly raze the entirety of the
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Parking Deck, clear away all debris and take all other action (including repaving) required by good
constructions practice so that the area which had been occupied by the razed improvements will be
compatible with the surrounding property and shall be aesthetically appropriate in accordance with the
Standard.
Section 5.3. Termination of this Agreement; Option to Re-Acquire the City Property. In the
event City fails to rebuild after damage to the Parking Deck, this Agreement shall terminate upon the
completion by City of its obligation to clear debris and raze the improvements as outline above. Upon
such termination, Developer may develop the Developer Property in accordance with applicable laws. In
such event, Developer shall have a perpetual option to acquire the City Property for its fair market value,
as determined by an appraisal complying with the laws of Georgia with respect to the sale of government
owned property. City shall reasonably cooperate with Developer in obtaining such appraisal and all
necessary approvals for such conveyance of the City Property.
ARTICLE VI
MISCELLANEOUS
Section 6.1. Breach. In the event of a breach or threatened breach of this Agreement, the
parties shall be entitled to institute proceedings for full and adequate relief from the consequences of said
breach or threatened breach (including, without limitation, the right to obtain injunctive relief or specific
performance). In the event such proceedings are instituted, the non-prevailing litigant shall pay the
reasonable attorney’s fees of the prevailing litigant. It is expressly agreed that no breach of this
Agreement shall result in a cancellation, rescission or termination of this Agreement or the easements and
other rights and obligations created hereby.
Section 6.2. Amendments. The terms, covenants, conditions, and provisions of this
Agreement cannot be modified or added to except in writing signed by all Parties.
Section 6.3. Time of Essence. Time is of the essence.
Section 6.4. Notices. All notices hereunder or required by law will be sent (a) via US Mail,
postage prepaid, certified or registered mail, return receipt requested; or (b) via any nationally recognized
commercial overnight carrier with provisions for a receipt, in either case addressed to the parties hereto at
their respective addresses or numbers set forth below or as they will have theretofore specified by notice
delivered in accordance herewith:
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In case of the City to:
Augusta, Georgia
City County Municipal Building
530 Greene Street
Augusta, Georgia 30901
Attn: City Administrator
With a copy to:
Augusta, Georgia
Legal Department
530 Greene Street
Augusta, Georgia 30901
Attn: General Counsel
In the case of Developer to:
933 Broad Investment Co., LLC
One 10th Street, Riverfront Center
Suite 340
Augusta, Georgia 30901
Attn: Mr. Paul S. Simon
With a copy to:
Hull Barrett, PC
801 Broad Street, 7th Floor
Augusta, Georgia 30901
Attn: Rand Hanna
Section 6.5. Entire Agreement. This Agreement is the entire agreement between the parties
with respect to the subject matter hereof and no alteration, modification or interpretation hereof shall be
binding unless in writing and signed by the parties hereto.
Section 6.6. Severability. If any provision of this Agreement or its application to any party or
circumstances will be determined by any court of competent jurisdiction to be invalid and unenforceable
to any extent, the remainder of this Agreement or the application of such provision to such person or
circumstances, other than those as to which it is so determined invalid or unenforceable, will not be
affected thereby, and each provision hereof will be valid and will be enforced to the fullest extent
permitted by law.
Section 6.7. Computation of Time. The time in which any act under this Agreement is to be
done shall be computed by excluding the first day and including the last day. If the last day of any time
period stated herein shall fall on a Saturday, Sunday or legal holiday, then the duration of such time
period shall be extended so that it shall end on the next succeeding day which is not a Saturday, Sunday
or legal holiday. Unless preceded by the word “business”, the word “day” shall mean a calendar day.
The phrase “business day” or “business days” shall mean those days on which the Superior Court of
Augusta-Richmond County, Georgia is located is open for business.
Section 6.8. Applicable Law. This Agreement shall be construed and enforced in accordance
with the laws of the State of Georgia.
Section 6.9. Waiver. The failure of either party to insist upon a strict performance of any of
the terms or provisions of this Agreement or to exercise any option, right or remedy herein contained,
shall not be construed as a waiver or as a relinquishment for the future of such term, provision, option,
right or remedy, but the same shall continue and remain in full force and effect. No waiver by either party
of any term or provision hereof shall be deemed to have been made unless expressed in writing and
signed by such party.
Section 6.10. Successors and Assigns. The provisions of this Agreement shall apply to, inure
to the benefit of and bind the Parties and the respective successors and assigns thereof, including, without
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limitation, any mortgagee acquiring an interest in any portion of the Developer Property or the City
Property or any improvements thereon by reason of foreclosure, deed or assignment in lieu of foreclosure
or purchase at foreclosure sale; but any such mortgagee shall not incur or be required to assume any
obligation under this Agreement unless and until such mortgagee has so acquired an interest in any
portion of the Developer Property or the City Property or any improvements thereon, and then only such
as may arise by operation of law by reason or privity of estate as limited by the provisions of this
Agreement. Subject to the above, whenever in this Agreement a reference to any Party is made, such
reference shall be deemed to include a reference to the heirs, executors, legal representatives, successors
and assigns of such Party. It is expressly acknowledged and agreed by the Parties hereto that Developer
may convey all or any portion of the Developer Property and retain from such conveyance the rights and
obligations of Developer under this Agreement. Such retained rights and obligations of Developer may
be further transferred, assigned or conveyed by Developer or financed and assigned by Developer as set
forth in Section 6.16 below.
Section 6.11. Force Majeure. Any party’s performance under this Agreement shall be
suspended to the extent such party’s performance shall be delayed or hindered in or prevented from the
performance of any act required by reason of strikes, lockouts, labor troubles, inability to procure
materials, failure of power, riots, terrorism, insurrection, war or other reason of a like nature not the fault
of such party.
Section 6.12. Third Party Beneficiaries. This Agreement shall not inure to the benefit of any
third party except that this Agreement may be enforced by Wells Fargo as holder of the Security Deed.
Section 6.13. Relationship of the Parties. Nothing contained herein shall be construed or
interpreted as creating a partnership, joint enterprise or joint venture between or among the Parties. It is
understood that the relationship between the parties is an arms-length one that shall at all times be and
remain separate with respect to their interests in each tract. No Party shall have the right to act for or on
behalf of another Party, as agent or otherwise, unless expressly authorized to do so by separate written
instrument signed by the Party to be charged or bound.
Section 6.14. Interpretation. No provision of this Agreement shall be construed against or
interpreted to the disadvantage of any Party by any court or other governmental or judicial authority by
reason of such Party having or being deemed to have structured or dictated such provision. All personal
pronouns used in this Agreement, whether used in the masculine, feminine or neuter gender, shall include
all other genders; the singular shall include the plural; and the plural shall include the singular. Titles of
Articles and Sections of this Agreement are for convenience only, and neither limit nor amplify the
provisions of this Agreement, and all references in this Agreement to Articles, Sections or Subsections
thereof shall refer to the corresponding Article, Section or Subsection of this Agreement unless specific
reference is made to the articles, sections or subdivisions of another document or instrument.
Section 6.15. Management Agreement. The Parties acknowledge that the Management
Agreement in effect on the date of this Agreement may shift responsibility for costs, operation, insurance,
etc. between Developer (or its affiliate) and City. In the event the Parties agree to the terms of a
Management Agreement with respect to the management of the Parking Deck (and such agreement shall
be assumed if the Parties or their affiliates are parties to the Management Agreement), any conflicting
terms of the Management Agreement shall control over this Agreement.
Section 6.16. Financing - Limitations of Mortgagee Liability. Any Party may finance its
Property subject to this Agreement, and, in conjunction therewith, may convey and/or assign (either
absolutely or conditionally) all of its rights and interests under this Agreement to any mortgagee or lessee.
This Agreement and the rights, interests and easements created hereunder shall be prior and superior to
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any such mortgage or lease of any portion of the Property. Any such mortgagee or lessee shall be liable
for the performance of the mortgagor’s or lessee’s covenants and obligations hereunder only if and for so
long as such mortgagee or lessee comes into and holds possession (or has a right to possession) of such
mortgagee’s or lessee’s property, but upon any such transfer or further lease the transferee shall be subject
to the terms of this Agreement. Except as specifically provided in this Agreement, no mortgagee shall
have any personal or corporate liability with regard to any provision of this Agreement during the period
of such mortgagee’s ownership or possession of any property encumbered hereby, any such mortgagee’s
liability hereunder being limited to its interest in the property covered by such mortgage, any
improvements erected thereon, and the rents and other income derived therefrom.
Section 6.17. Status Reports. Recognizing that any Party may find it necessary from time to
time to establish to third parties such as accountants, banks, mortgagees or the like, the then current status
of performance hereunder, the Parties each agree, upon the written request of the other Party, made from
time to time by notice as provided in this Agreement, to furnish promptly a written statement (in
recordable form, if requested) on the status of any matter pertaining to this Agreement to the best of the
knowledge and belief of the Party making such statement.
[EXECUTION ON FOLLOWING PAGE]
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IN WITNESS WHEREOF, the parties hereto have caused these presents to be executed under
seal effective the date and year first above written.
Signed, sealed and delivered in the
presence of:
________________________
Unofficial Witness
________________________
Notary Public
(Notary Seal)
Augusta, Georgia
By:________________________
Its Mayor
Attest:______________________
Its Clerk of Commission
(Seal)
Signed, sealed and delivered in the
presence of:
________________________
Unofficial Witness
________________________
Notary Public
(Notary Seal)
933 Broad Investment Co., LLC, a Georgia
limited liability company
By:________________________
Paul S. Simon
As its President
(Seal)
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CONSENT AND SUBORDINATION
Wells Fargo Bank, National Association (“Wells Fargo”), the holder of the Security Deed and the
indebtedness secured thereby, hereby consents to the foregoing Agreement and subordinates the Security
Deed to the foregoing Agreement. Otherwise, the Security Deed shall remain in full force and effect.
Executed under seal this ____ day of ___________, 2012.
Signed, sealed and delivered in the
presence of:
________________________
Unofficial Witness
________________________
Notary Public
(Notary Seal)
Wells Fargo Bank, National Association (Seal)
By:__________________________
Print Name: ___________________
Title: ________________________
Attachment number 1 \nPage 16 of 21
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Schedule of Exhibits
Exhibit “A” – Developer Property
Exhibit “B” – WAGT Tract
Exhibit “C” – Jackson Tract
Exhibit “D” – Air Rights Parcel
Exhibit “E” – Access Easement Areas
Exhibit “F” –Traffic Control Areas
Exhibit “G” –Landscape Areas
Exhibit “H” – Schematic Plans and Specifications
Attachment number 1 \nPage 17 of 21
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Exhibit “A”
Developer Property
All that lot, tract or parcel of land situate, lying and being in the 87th G.M.D, Augusta, Richmond County,
Georgia, being depicted as “Tract 3” containing 0.83 acre, more or less, on that certain Plat of the
Reynolds Street Parking Deck for Augusta, Georgia; 933 Broad Investment Co., LLC; and Augusta,
Georgia Land Bank Authority by John Thomas Attaway, GA RLS No. 2512, of Cranston Engineering
Group, P.C., dated February 2, 2012, and recorded in the Office of the Clerk of Superior Court of
Richmond County, Georgia in Plat Cabinet ___, Slide _____ # ____.
AND
All those lots, tracts, or parcels of land situate, lying and being in the 87th G.M.D, Augusta, Richmond
County, Georgia, being depicted as “Tract 4” containing 0.41 acre, more or less, and “Tract 4A”
containing 0.01 acre, more or less, on that certain Plat of the Reynolds Street Parking Deck for Augusta,
Georgia; 933 Broad Investment Co., LLC; and Augusta, Georgia Land Bank Authority by John Thomas
Attaway, GA RLS No. 2512, of Cranston Engineering Group, P.C., dated February 2, 2012, and recorded
in the Office of the Clerk of Superior Court of Richmond County, Georgia in Plat Cabinet ___, Slide
_____ # ____.
LESS AND EXCEPT the Air Rights Parcel, as defined on Exhibit “D” of this Agreement.
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Exhibit “B”
WAGT Tract
All that lot, tract or parcel of land situate, lying and being in the 87th G.M.D, Augusta, Richmond
County, Georgia, being depicted as “Tract 1” containing 0.32 acre, more or less, on that certain Plat of
the Reynolds Street Parking Deck for Augusta, Georgia; 933 Broad Investment Co., LLC; and Augusta,
Georgia Land Bank Authority by John Thomas Attaway, GA RLS No. 2512, of Cranston Engineering
Group, P.C., dated February 2, 2012, and recorded in the Office of the Clerk of Superior Court of
Richmond County, Georgia in Plat Cabinet ___, Slide _____ # ____.
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Exhibit “C”
Jackson Tract
All that lot, tract or parcel of land situate, lying and being in the 87th G.M.D, Augusta, Richmond
County, Georgia, being depicted as “Tract 2” containing 0.07 acre, more or less, on that certain Plat of
the Reynolds Street Parking Deck for Augusta, Georgia; 933 Broad Investment Co., LLC; and Augusta,
Georgia Land Bank Authority by John Thomas Attaway, GA RLS No. 2512, of Cranston Engineering
Group, P.C., dated February 2, 2012, and recorded in the Office of the Clerk of Superior Court of
Richmond County, Georgia in Plat Cabinet ___, Slide _____ # ____.
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00455906-10
Exhibit “D”
Air Rights Parcel
The exclusive and perpetual right of possession and occupancy of, the exclusive and perpetual
right to floor and to cover over and to build and construct over, in or upon the entire space or area situate
at a height above a horizontal plane of 151.05 feet above mean sea level and below a horizontal plane
of 216.10 feet above mean sea level as determined by reference to the United States Coast and Geodetic
Survey Benchmark Elevation of 134.948 feet above mean sea level located at the Georgia Geodetic
Monument #14-R-3 north 1,262,402.48, east 563,401.17 in the parkway on Greene Street between Fourth
and Fifth Streets in the City of Augusta, Richmond County, Georgia, directly over and above the land
described as follows:
All that lot, tract or parcel of land situate, lying and being in the 87th G.M.D, Augusta, Richmond
County, Georgia, being depicted as “Tract 3” containing 0.83 acre, more or less, on that certain Plat of
the Reynolds Street Parking Deck for Augusta, Georgia; 933 Broad Investment Co., LLC; and Augusta,
Georgia Land Bank Authority by John Thomas Attaway, GA RLS No. 2512, of Cranston Engineering
Group, P.C., dated February 2, 2012, and recorded in the Office of the Clerk of Superior Court of
Richmond County, Georgia in Plat Cabinet ___, Slide _____ # ____.
Attachment number 1 \nPage 21 of 21
Item # 41
00412263-14
Hull Barrett 5/16/12
Version 14
REYNOLDS STREET PARKING DECK MANAGEMENT
AGREEMENT
THIS REYNOLDS STREET PARKING DECK MANAGEMENT
AGREEMENT (“Agreement”) is made effective the ___ day of ________, 2012, by and
between AUGUSTA, GEORGIA (“Owner”) and AUGUSTA RIVERFRONT, LLC, a
Georgia limited liability company (“Manager”).
RECITALS
A. Owner is a political subdivision of the State of Georgia and a consolidated
city-county government pursuant to the laws of the State of Georgia.
B. Owner intends to construct and own the Reynolds Street Parking Deck
(the “RSPD”) which is generally defined as all elevated parking areas and specifically
excluding the ground level or surface parking areas owned by Augusta, Georgia Land
Bank Authority, on which easements for parking and other rights are held by 933 Broad,
LLC. The RSPD is to be located at the northwestern intersection of Reynolds Street and
James Brown Boulevard in Augusta, Georgia, and Owner intends to acquire certain air
rights relating to, or fee simple and/or leasehold title, to the land upon which such
building is located, and the furniture, fixtures, equipment, and supplies located therein.
C. Owner has determined that significant public benefits will ensue to the
citizens of Owner when the RSPD is continuously operated at a high standard of quality,
in order to positively affect the quality of life on the City of Augusta and its environs, and
in such a way so as to maximize its long-term utilization at rates at or above the non-
fixed costs of operation.
D. Owner has further determined that the RSPD be made available to all
persons and groups on such basis, without any preference for business entities or
associations, and that Owner’s objectives may best be achieved through a management
agreement with a private company with expertise in such matters.
E. Through its prior and current operation of the Conference Center, the
Augusta Marriott and the Augusta Marriott Suites (the “Hotels”), which are situated
adjacent to the Conference Center, Manager has sufficient knowledge as to local
conditions and possesses the resources to efficiently operate facilities of a character and
location comparable to the RSPD, and agrees to provide such time, expertise, and
knowledge to Manager as necessary to operate the facilities as required under this
Agreement.
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F. Owner desires to have Manager manage and operate the RSPD, and
Manager is willing to perform such services for the account of Owner on the terms and
conditions set forth herein.
NOW, THEREFORE, in consideration of the premises and the mutual
covenants contained herein, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
1.1 Defined Terms. All capital terms herein and not otherwise defined shall
have the meaning as defined in the CORE Agreement or TEE Center CORE Agreement
or the RSPD CORE Agreement, as the context requires. In addition to the terms defined
elsewhere in this Agreement, the following terms shall have the meanings assigned to
them herein, unless the context otherwise indicates:
“Annual Plan” shall have the meaning set forth in Section 7.1.
“Approving Tax Opinion” shall mean the opinion of tax counsel experienced in
federal income tax matters related to state and local bonds, within the meaning of Section
103 of the Internal Revenue Code of 1986, as amended (the “Code”), and qualified
bonds, within the meaning of Section 141 of the Code, to the effect that a proposed action
or amendment will not, without more, impair any exclusion of the interest on any
outstanding issues of obligations that were issued to finance the RSPD, or result in the
disallowance of any credit against federal income tax or payable to the issuer of such
obligations by the U.S. Treasury Department.
“Capital Account” shall have the meaning set forth in Section 6.1.
“Capital Expenses” shall mean all expenditures for Capital Improvements.
“Capital Improvements” shall mean one or more items or project(s) - i) the cost
of each of which totals $5,000.00 or more, ii) that becomes part of the RSPD, and iii) the
cost of which is required or allowed to be capitalized under the accounting guidelines of
Augusta, Georgia and GAAP. Examples of Capital Improvements include but are not
limited to, traffic/parking/access control equipment, furniture, fixtures, roofing, and
striping, including the cost of repair or replacement thereof.
“Conference Center” shall mean the Expanded Conference Center, as defined in
the CORE Agreement.
“Convention Center” shall mean the Conference Center, the TEE Center, the
RSPD and the existing parking deck associated with the Conference Center.
“CORE Agreement” shall mean that Amended and Restated Construction,
Operating and Reciprocal Easement Agreement dated June 1, 1999, and recorded in the
Office of the Clerk of Superior Court of Richmond County, Georgia at Realty Reel 648,
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00412263-14
page 45, and all amendments thereto, including an amendment on or about the date of
this Agreement whereby the Conference Center is expanded to include Conference
Center Annex.
“Effective Date” shall mean the date on which construction of the RSPD has
been completed, a certificate of occupancy for the RSPD has been issued, and the RSPD
has been fully furnished and delivered to Manager for operation.
“Financial Statement” shall have the meaning set forth in Section 7.6.
“Fiscal Year” shall mean the twelve (12) month period ending December 31 of
each year during the Operating Term of this Agreement. The first Fiscal Year shall be
the period commencing on the Effective Date and ending on December 31 of the same
year. A partial Fiscal Year after the end of the last full Fiscal Year and ending with the
expiration or earlier termination of the Operating Term shall constitute a Fiscal Year.
“GAAP” shall mean Generally Accepted Accounting Principles based on the
accrual method of accounting.
“Management Fee” shall have the meaning set forth in Section 3.1.
“Manager’s Other Businesses” shall have the meaning set forth in Section 5.1.
“Net Operating Revenues” shall mean for any period the excess, if any, of
Operating Revenues over Operating Expenses, as determined using GAAP.
“Operating Account” shall have the meaning set forth in Section 6.1.
“Operating Expenses” shall mean all expenses required to be incurred in order to
operate and manage the RSPD to the extent the same are authorized under the applicable
Annual Plan, including, but not limited to the following: (a) Salary Costs of RSPD
Employees and Shared Employees; (b) operating supplies; (c) utility and telephone
charges; (d) repair and maintenance costs; (e) equipment rental costs; (f) insurance costs
related to RSPD operations, including insurance premiums paid by Manager on behalf of
the Owner (but not performance or fidelity bonds); (g) security costs; (h) cleaning
expenses; (i) cost of reimbursable event expenses; (j) the cost of obtaining an audited
financial statement of Manager; (k) pre- and post-opening marketing, promotional and
advertising expenses; (l) sales commissions; (m) maintenance agreements; and (n) any
other expenses incurred in the operation of the RSPD that would be considered operating
expenses under GAAP. Operating Expenses shall not include debt service on any
borrowing to finance the acquisition, construction, installation, and equipping of the
RSPD.
“Operating Revenues” shall mean the gross revenues generated from the
operation of the RSPD including, but not limited to, the following: (a) 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 Owner (sales tax, use tax, excise tax,
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00412263-14
occupancy tax, gross receipts tax, or other taxes assessed upon or attributable to said
receipts shall be held by the Operator and paid directly to the taxing entity involved); (c)
on-site advertising revenues; (d) interest income, if any, from the Operating Account; (e)
reimbursable event expenses; (f) all other RSPD miscellaneous revenue; (g) any and all
revenues generated by or associated with RSPD marquee advertising; and (h) revenue
derived from naming rights.
“Operating Term” shall have the meaning set forth in Section 2.4.
“RSPD CORE Agreement” shall mean the agreement executed in connection
with this Agreement which provides for the construction and operation of the RSPD and
provides any necessary easements with respect construction or operation of the RSPD.
“Salary Costs” shall mean the gross amount payable by an employer to secure
the services of an employee including, without limitation, employees’ accrued and vested
wages, salaries, employee medical/disability/life insurance and other health benefits
incurred by Manager, vacation pay and sick leave, severance costs, 401(k), profit sharing,
pension or similar retirement benefits or other accrued and vested fringe benefits,
business travel expenses, and other compensation of whatever nature, including any
applicable federal, state and local taxes. For the avoidance of doubt, Salary Costs may
also include bonuses for employees or commissions for sales staff.
“Shared Employees” shall have the meaning ascribed thereto by Section 5.3(f)
and may include officers, managers or members of Manager.
“Standard” shall mean the first-class standard of operation, maintenance and
repair of the TEE Center, adjusted to take into account the differences between a parking
deck and a trade, exhibit, and event center.
“TEE Center” shall mean the trade, event and exhibit hall to be constructed
adjacent to the existing Conference Center.
TEE Center CORE Agreement” shall mean the agreement executed in
connection with this Agreement, which provides for the construction and operation of the
TEE Center and provides any necessary easements with respect construction or operation
of the TEE Center.
“RSPD Employees” shall have the meaning set forth in Section 5.3(a) but shall
not include any officer or member of Manager or any person who, directly or indirectly,
otherwise owns an interest in Manger or any affiliate thereof.
ARTICLE II
APPOINTMENT OF MANAGER AND OPERATING TERM
2.1 Appointment of Manager; Powers and Duties Generally. Subject to
Manager’s covenants set forth in § 5.1, Owner hereby appoints, authorizes, and engages
Manager, and Manager hereby accepts appointment on the terms and conditions
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hereinafter provided as agent to: (a) manage, operate, control, license, and rent the RSPD
on Owner’s behalf during the Operating Term; (b) collect all fees, pay all expenses, and
pay or cause to be paid all Capital Expenses with respect to the RSPD in accordance with
the Annual Plan; (c) render Financial Statements to Owner as set forth in this Agreement;
(d) remit to the Owner on a quarterly basis Net Operating Revenues for the immediately
preceding quarter, less permitted reserves as authorized by § 6.2 of this Agreement; (e)
execute, renew and cancel rental and license agreements for the RSPD or any part thereof
at rates and on such terms as may be approved by Owner in accordance with the Annual
Plan; and (f) sue and recover for rent and for loss of or damage to any part of the RSPD
and, when expedient, compromise, settle and release any such legal proceedings or
lawsuits; provided, however, that Manager shall not settle any lawsuit or other claim
relating to the RSPD without the prior consent of Owner. Concerning the RSPD,
Manager shall have the exclusive right to enter into any lease, license or other agreement
granting any party the right to use any portion of the RSPD except as provided in the
Annual Plan. RSPD operations shall be under the exclusive supervision and control of
Manager subject to the terms of this Agreement. Manager shall have discretion and
control, free from interference, interruption or disturbance, in all matters relating to
management and operation of the RSPD, including, without limitation, charges for
license and rental, other RSPD services, employment policies, granting of concessions or
renting of space within the RSPD, receipt, holding and disbursement of funds,
maintenance of bank accounts, procurement of supplies and services, promotion and
publicity and, in general, all activities necessary for operation of the RSPD.
2.2 Restriction on RSPD Licenses and Rentals. Except as otherwise
additionally limited hereby, Manager shall have the discretion to prescribe the terms of
the rental or licensing of space at the RSPD based on generally applicable and uniformly
applied rates or that are negotiated with the user in arms-length bargaining, in either case,
that is consistent with the applicable Annual Plan. Notwithstanding the foregoing,
Manager shall not be prohibited by this Section 2.2 from entering into a lease or licensing
of space at the RSPD if Manager and Owner have received an Approving Tax Opinion.
2.3 Relationship of Parties. Neither this Agreement nor any agreements,
instruments, documents or transactions contemplated hereby shall in any respect be
interpreted, deemed or construed as making Manager a partner or joint venturer with
Owner or as creating any similar relationship or entity, and Owner and Manager agree
that they will not make any contrary assertion, contention, claim or counterclaim in any
action, suit or other legal proceeding.
2.4 Operating Term. Subject to Article IV, the initial Operating Term of this
Agreement shall be for a period commencing on the Effective Date and terminating on
the fifth (5) year anniversary of the Effective Date. The initial Operating Term may be
renewed or extended as provided in Section 2.5, 2.6, and 2.7. Notwithstanding the
foregoing, this Agreement shall be binding on the date it is signed by Owner and
Manager and provisions of this Agreement shall survive the Operating Term to the extent
specifically set forth in this Agreement. During the term of this Agreement and any
extension thereof, Owner shall have the right to use the parking spaces located on
Developer’s Property and the WAGT Tract after normal business hours and all hourly
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00412263-14
parking revenues generated or collected from the use of such parking spaces shall be the
property of Owner.
2.5 First Option of Owner to Extend Operating Term. Owner, in its sole
discretion, may elect, by written notice to Manager, within 60 days from the expiration of
the initial Operating Term of this Agreement, to renew the initial Operating Term of this
Agreement, for a period equal to the remaining term of the bond financing used for
construction of the RSPD or any refinancing with respect thereto, but in no event for a
term exceeding the lesser of 5 years or 80% of the remaining useful life of the RSPD (the
“First Renewal Option”). In the event Owner so elects to extend the Operating Term of
this Agreement, all of the other terms and conditions of this Agreement shall remain
unchanged during such extended Operating Term. In the event Owner elects not to
renew this Agreement, Owner shall not be liable for any penalties or other costs of any
kind whatsoever by reason of such non-renewal.
2.6 Second Option of Owner to Extend Operating Term. In the event
Owner exercises the First Renewal Option, Owner, in its sole discretion, may elect, by
written notice to Manager within 60 days from the expiration of the extended Operating
Term of this Agreement, to renew the Operating Term of this Agreement for a period
equal to the remaining term of the bond financing used for construction of the RSPD or
any refinancing with respect thereto, but in no event for a term exceeding the lesser of 5
years or 80% of the remaining useful life of the RSPD (the “Second Renewal Option”).
In the event Owner so elects to extend the Operating Term of this Agreement, all of the
other terms and conditions of this Agreement shall remain unchanged during such
extended Operating Term. In the event Owner elects not to renew this Agreement,
Owner shall not be liable for any penalties or other costs of any kind whatsoever by
reason of such non-renewal.
2.7 Right of First Refusal. In the event that Owner does not elect to exercise
its first or second option to extend, and solicits requests for proposals (“RFP”) for the
operation of the RSPD, then in such event Manager shall have the right to meet the terms
and conditions of the RFP of the entity that is deemed to be most qualified to operate the
RSPD. If Manager agrees to the terms and conditions contained in such RFP, then this
Agreement shall be renewed, subject to modification to incorporate any terms and
conditions consistent with accepted RFP, and right of first refusal shall be continue in
effect, provided however, that the total length of the primary term and all extensions shall
not exceed fifteen (15) years. Should Manager not elect to operate the RSPD pursuant to
the terms and conditions of the accepted RFP, then in such event Manager shall have no
further right to operate the RSPD, notwithstanding any prior vote of the Augusta, Georgia
Commission to designate Augusta Riverfront, LLC as the operator of the RSPD.
ARTICLE III
COMPENSATION OF MANAGER
3.1 RSPD Management Fee. Commencing on the Effective Date, Owner
shall, pay to Manager a Management Fee in the amount of $25,000.00 per year, payable
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in equal monthly installments, adjusted upward annually, but not downward, by the
percentage increase in the Consumer Price Index for all urban consumers (CPI-U) (All
Items 1982-84=100) for the preceding calendar year for performing its services under this
Agreement in managing the RSPD. The parties acknowledge that certain property and
services paid for by Owner and required for the operation of the RSPD will also benefit
Manager’s easement for ground level parking facilities located underneath and adjacent
to the RSPD. Such property and services include, but are not limited to, traffic control
gates and related equipment, sweepers, lighting, and services of a toll both operator (the
“Incidental Services”). The Incidental Services would be required for the operation of
the RSPD whether or not Manager maintained easements for the ground level parking
facilities, and allowing Manager to benefit from these Incidental Services does not
materially increase the costs to Owner. Accordingly, in further consideration of the
granting of air rights and easements to Owner for the construction and operation of the
RSPD, Manager shall have the right to utilize the Incidental Services for Manager’s
ground level parking facilities (whether held in fee simple or easement) located
underneath and adjacent to the RSPD, so long as such use does not materially increase
the cost to Owner.
3.2 Payment of Fee. The Management Fees shall be due and payable no later
than the fifteenth (15th) day after the end of the month for which the Management Fee is
owed and may be remitted by Manager directly to Manager from the Operating Account.
3.3 Survival. The provisions of this Article shall survive termination of this
Agreement.
ARTICLE IV
TERMINATION
4.1 Termination. Should either party materially fail to comply with any of
the terms of this Agreement, the non-defaulting party may cancel this Agreement upon
ninety (90) days’ written notice to the other party of the alleged breach and failure by
such other party to cure such breach within such ninety (90) day period; provided,
however, that in the event the default is not curable within such ninety (90) day period,
but the defaulting party has commenced within the ninety (90) day period efforts to cure
the default, the time to cure the default shall be extended for a reasonable period of time
in order to allow such cure. In the event the party alleged to be in material default of this
Agreement disputes the existence of such material default, this Agreement shall continue
in full force until a court of competent jurisdiction finds such party to be in material
default, after written notice and expiration of the applicable cure period, and all time
periods for appeal of such finding have expired.
4.2 Rights and Obligations Following Termination. In addition to the
rights and remedies otherwise available to the parties at law or in equity, the following
provisions will apply following termination pursuant to this Article or the expiration of
the Operating Term.
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(a) Manager shall quit, vacate, surrender, and deliver to Owner
peacefully and promptly the RSPD, together with all books, records, accounts, contracts,
keys, all cash in the Operating Account, less any fees due Manager, and in the Capital
Account, and all other pertinent and necessary documents and records pertaining to the
RSPD and the operation thereof. After termination of this Agreement, Owner shall,
without right of offset against Manager, timely pay all unpaid Operating Expenses
incurred by Manager prior to the date of such termination, including without limitation,
Salary Costs;
(b) Manager shall do all acts and execute and deliver all documents
reasonably requested by Owner and otherwise reasonably cooperate with Owner and any
successor manager to insure or facilitate orderly continuation of the business of the
RSPD. Manager shall take such actions at Owner’s cost, in which case the costs of such
action shall be an Operating Expense;
(c) The rights and liabilities of the parties having accrued prior to
termination shall continue; and
(d) All provisions hereof identified herein as surviving termination of
this Agreement shall survive.
ARTICLE V
SERVICES OF MANAGER
5.1 Manager’s General Covenants.
(a) Manager shall use commercially reasonable efforts to manage and
operate the RSPD in accordance with industry standards for first class parking decks
affiliated with trade, exhibit, and event centers of similar size and quality.
(b) Manager acknowledges that a conflict of interest could arise
between Manager’s duties hereunder with respect to the RSPD and the interests of
Manager in the Hotel, the Conference Center and the RSPD and any other businesses
owned or operated (directly or through one or more affiliates) by Manager (“Manager’s
Other Businesses”). Manager covenants to use its best efforts to cause the RSPD to be
operated to fulfill Owner’s objectives. Without limiting the generality of the foregoing,
Manager shall never reduce or discount fees or charges for the license or rental of the
RSPD or for goods or services provided at the RSPD, which comprise part of Operating
Revenues, from the fees or charges authorized to be charged in such circumstances
pursuant to the applicable Annual Plan, in consideration for the use, or promise to use,
goods or services provided by Manager’s Other Businesses. The parties recognize and
acknowledge that an affiliated business of Manager maintains easement rights for the
surface parking below the RSPD, said affiliated business operates and leases the same for
profit, and that such activity is not deemed to be a conflict of interest for purposes of this
paragraph.
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(c) Manager shall maintain a separate set of books and records and
prepare financial statements reflecting its activities hereunder that are sufficient to enable
an auditor to audit the same on the same basis as if such activities were conducted by a
separate accounting unit or single purpose entity.
5.2 Policies and Practices. Manager shall adopt and implement
administrative, accounting, budgeting, marketing, personnel, and operational policies and
practices consistent with industry standards for trade, exhibit, and event centers of similar
size and quality.
5.3 Personnel.
(a) Employment. Subject to the terms of this Agreement, Manager
shall select, employ, promote, terminate where appropriate, supervise, direct, train, and
assign the duties of all personnel which Manager reasonably determines to be necessary
or appropriate for the operation of the RSPD (collectively, the “RSPD Employees”). All
RSPD Employees shall be employed by Manager. Owner may at any time consult or
communicate with Manager regarding any of the RSPD Employees, but Owner shall not
give orders to or otherwise interfere in the day-to-day activities of RSPD Employees
including for this purpose Shared Employees.
(b) Selection. Manager agrees to use reasonable and prudent judgment
in the training and supervision of RSPD employees to ensure that they are courteous and
efficient, and do not use improper language or act in a loud or boisterous manner while
performing duties at the RSPD. Manager agrees that it will not discriminate against any
RSPD Employee or applicant for employment for work under this Agreement because of
race, religion, color, sex, disability, national origin, ancestry, physical handicap, or age.
(c) Appearance and Training. Manager shall ensure that non-
management RSPD Employees performing the duties at the RSPD shall be neatly attired
in clean, commercially attractive uniforms. Manager shall train all such employees that
they are aware of the high standards for cleanliness, courtesy and service required.
(d) Compensation. Manager shall set the salaries and fringe benefits
of all RSPD Employees consistent with industry standards and the Annual Plan. Cost-of-
living increases shall not exceed those given by Owner to its employees. Unless
otherwise provided in the Annual Plan, no bonuses or merit raises shall be given without
the approval of Owner.
(e) Salary Costs for Full Time RSPD Employees. Although all RSPD
Employees shall be employed by Manager, Owner shall be responsible for all Salary
Costs of RSPD Employees.
(f) Salary Costs of Shared Employees. In order to provide the most
cost-effective services, the parties specifically contemplate that Manager may provide
certain of the services under this Agreement through employees and agents of Manager’s
Other Businesses (“Shared Employees”). To the extent Manager (a) incurs Salary Costs
of its Shared Employees that are allocable to operation of the RSPD and (b) Manager
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shall not “mark-up” or otherwise add any profit or administrative charge to such Salary
Costs, then, such Salary Costs shall be deemed to be Operating Expenses and shall be
remitted to Manager from the Operating Account the same as any other Operating
Expense. Salary Costs of a Shared Employee shall be deemed to have been fairly
allocable to RSPD operations if the proportion of the Shared Employee’s aggregate
Salary Costs for the period in question so allocated is the same the proportion of the
amount of time the Shared Employee exclusively devoted to operation of the RSPD in
relation to the total amount of time worked for the period in question.
(g) Recordkeeping. The books and records required to be maintained
by Manager pursuant to Section 7.5 hereof shall be sufficient to establish the amount of
time that any RSPD Employee spends providing services to Manager’s Other Businesses,
and the amount of time any Shared Employee expends providing services for the RSPD,
in each case as a percentage of their periodic work schedules.
5.4 Maintenance.
(a) RSPD. Manager shall (i) maintain the RSPD in good condition and repair,
and (ii) maintain, repair, and replace when necessary, furniture, fixtures and equipment
for the RSPD. Subject to the limitation of § 5.4(b), if applicable, Manager may withdraw
funds from the Capital Account to pay for Capital Expenses. Manager shall obtain
Owner’s approval prior to making any non-emergency expenditure of more than
$10,000.00 on a single maintenance item or category of Capital Expenses not otherwise
authorized by the Annual Plan.
(b) General Limitation. Except as otherwise expressly authorized herein, any
Capital Expense exceeding the budgeted amount(s) set forth in the Annual Plan for such
category of expenditure by more than 15% or the payment of which would cause the
amount then held in the Capital Account to be reduced by more than 95% of the amount
held therein as of the beginning of the Fiscal Year shall require Owner’s prior approval.
5.5 Marketing. Marketing of the RSPD shall be the obligation of the
Manager, subject to the terms of the Annual Plan.
5.6 Legal Services. Manager is authorized to engage such legal counsel as
Manager deems reasonably necessary for the ordinary operational legal matters for the
RSPD, the reasonable costs and expenses of which shall be an Operating Expense. With
the advice and consent of Owner, Manager shall institute any necessary or desirable legal
actions or proceedings to collect charges or other income of the RSPD or to enforce the
right to cancel or terminate or sue for damages under any agreement relating to the
operation of the RSPD.
5.7 Compliance with Government Rules and Regulations. Manager shall
operate the RSPD in compliance with all applicable federal, state and local laws and
insure that no activity or condition occurs on or about the RSPD in violation of any laws;
provided, however, that Manager shall have no liability nor be subject to any allegation
of default with respect to non-compliance by the RSPD with any applicable federal, state
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and local laws regarding the condition or use of the RSPD and the surrounding property,
including without limitation, the Americans with Disabilities Act, zoning regulations and
hazardous waste laws.
5.8 Limitation Upon Obligations. In the event that the performance of any
of Manager’s duties requiring expenditure of Owner’s funds shall be impeded by reason
of unavailability of such funds, then, Manager’s performance of such obligations shall be
excused to the extent so impeded and until such funds become available. Manager shall
be under no obligation to provide such funds from any source other than amounts then
held in the Operating Account or the Capital Account. Manager’s obligations also shall
be excused to the extent performance would be contrary to express written instructions of
Owner. Owner shall indemnify, defend, and hold Manager harmless from and against
any and all liabilities, claims, suits, fines, penalties, damages, judgments, fees, costs and
expenses (including, but not limited to attorneys’ fees and disbursements) related to the
performance of any of Manager’s duties requiring expenditure of Owner’s funds, if and
when such funds are not available to Manager.
5.9 Contracts. (a) In General. Manager is hereby authorized, without
Owner’s prior approval, to enter into contracts, in its own name or as Owner’s agent, with
vendors or service providers of its choice, provided, in addition, that the contract in
question: (i) does not have a term exceeding the lesser of one year and the then remaining
Operating Term, (ii) the aggregate annual Operating Expense attributable to the contract
does not exceed $5,000, (iii) does not authorize the vendor or service provider to use any
portion of the RSPD unless the compensation therefor is not based on the net profits
arising from such service or activity, and (iv) is not inconsistent with the applicable
Annual Plan. Manager shall promptly notify Owner of the execution of such contracts.
(b) Special Indemnity. In the event Manager, in its own name or as
agent of Owner, enters into a contract for or related to the RSPD, Owner shall indemnify,
defend, and hold Manager harmless from and against any and all liabilities, claims, suits,
fines, penalties, damages, judgments, fees, costs and expenses (including, but not limited
to attorneys’ fees and disbursements) related to the payment of, or obligations related to
such contract. This right of indemnification shall survive termination of this Agreement.
5.10 Costs of Compliance. Unless otherwise set forth in this Agreement to the
contrary, any costs related to duties imposed on Manager shall, except to the extent
incurred as a result of Manager’s gross negligence, willful misconduct or breach of this
Agreement, be at Owner’s cost, in which case the costs of such action shall be an
Operating Expense and may be paid from the Operating Account.
ARTICLE VI
BANK ACCOUNTS, PAYMENTS AND DISTRIBUTIONS
6.1 Bank Accounts. Manager shall open, at one or more banks in Augusta,
Georgia selected by Manager, a bank account for the benefit of Owner, which will serve
as an operating account for the RSPD (the “Operating Account”). and (b) a bank
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account for the benefit of Owner, which shall serve as a capital account for the RSPD
(the “Capital Account”), as the source of funds for Capital Expenses.
6.2 Operating Account; Payment to Owner. Manager shall deposit all
Operating Revenues into the Operating Account. All Operating Revenues, whether or
not deposited into such account, shall be solely the property of Owner. All Operating
Expenses shall be borne exclusively by Owner. Manager shall have authority to execute
checks, drafts and other items on the Operating Account to pay the Operating Expenses,
including the Management Fee. In the event the amount held in Operating Account at the
end of any quarter exceeds the amount reasonably anticipated to be necessary for the
operation of the RSPD for the succeeding quater, Manager shall distribute such excess
amount to Owner not later than fifteen days of the close of the quarter.. If at any time the
Operating Account contains less than the reasonably anticipated Operating Expenses for
a period of time not longer than the ensuing 90 days, Manager shall so advise Owner in
writing, accompanied by an (pro-forma) operating budget, that was submitted as part of
the Annual Plan or, if the Annual Plan has not yet been adopted, in Manager’s proposed
budget for the Annual Plan, and Owner shall cause such amount to be deposited into the
Operating Account within ten (10) business days of receipt of such notice. The intent of
this section is that the Operating Account shall, at all times, contain a permitted reserve
sufficient to cover Operating Expenses for the next 90 days, without regard to the future
receipt of any Operating Revenues. In the event of a deficiency in the Operating
Account, Manager may, but shall not be required to, in its sole discretion, advance funds
to meet Operating Expenses and such advances shall become immediately due from
Owner.
Manager may, but shall not be required to, in its sole discretion, advance funds for
pre-opening expenses approved by Owner. Such advances shall be reimbursed to
Manager from the first receipts from the operation of the RSPD.
6.3 Capital Improvements and Capital Account. Owner agrees to provide
all necessary funding for Capital Expenses that are reasonably necessary to maintain the
RSPD to the Standard in accordance with the Annual Plan. Fifteen percent of all net
operating revenues shall be earmarked annually by Owner for Captial Expenses until the
balance of earmarked funds is the lesser of $250,000.00 and the capital reserve approved
in the Annual Plan. Upon Manager notifying Owner in writing that a portion of such
earmarked funds are needed for payment of Capital Expenses, then Owner will within
fifteen (15) day deliver funds to Manager as necessary for the payment of Capital
Expenses and Manager will deposit such funds into the Captial Account. Such funds
shall be used for Capital Improvements for any parking decks associated or located in the
immediate proximity of the Convention Center. In the event that funds in the Capital
Account are used for capital expenditures, then in such event Manager shall resume
depositing fifteen (15%) percent of Net Operating Revenues, if any, into the Capital
Account until such time as the balance in such account is restored. Manager shall have
the right to execute checks, drafts, and other items on the Capital Account to pay Capital
Expenses in accordance with Section 5.4 of this Agreement. To the extent funds are not
available in the Capital Account which are reasonably necessary to maintain the RSPD,
Manager shall so notify Owner in writing and within thirty (30) days of such notification,
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Owner shall cause to be deposited into the Capital Account a sufficient amount to fund
Capital Improvements in accordance with the Standard and the Annual Plan. In the event
that performance of any of Manager's obligations requiring expenditure of Owner's funds
related to the Capital Expenses shall be impeded by reason of unavailability of such
funds, then, Manager's performance of such obligations shall be excused to the extent so
impeded and until such funds become available. Manager shall be under no obligation to
provide such funds from any source other than Net Operating Revenue or other sources
of funds provided by Owner. Manager's obligations shall also be excused to the extent
performance would be contrary to express written instructions of Owner. In the event
Owner fails to make such money available to Manager, Owner shall indemnify, defend,
and hold Manager harmless from and against any and all liabilities, claims, suits, fines,
penalties, damages, judgments, fees, costs and expenses (including, but not limited to
attorneys' fees and disbursements) related to the performance of any of Manager's duties
hereunder requiring expenditure of funds for Capital Improvements. In the event of a
deficiency in the Capital Account necessary to maintain the RSPD to the Standard and in
accordance with the Annual Plan, Manager may, but shall not be required to, in its sole
discretion, to advance funds to maintain the RSPD to the Standard and such advance shall
be immediately due and payable from Owner.
6.4 Indemnity. Debts, obligations, and other liabilities incurred by Manager
that are part of the Annual Plan or are otherwise authorized hereunder and are incurred in
the performance of its duties under this Agreement shall be deemed to be incurred on
behalf of Owner. Owner shall indemnify, defend, and hold Manager harmless from and
against any and all liabilities, claims, suits, fines, penalties, damages, judgments, fees,
costs and expenses (including, but not limited to attorneys’ fees and disbursements)
related to the payment of, or obligations related to, the Management Fee, other Operating
Expenses, and Capital Expenses. Expenses arising from the fraud or gross negligence of
Manager’s corporate office senior management personnel in the management, operation,
or maintenance of the RSPD shall not be authorized expenditures and shall not be subject
to indemnification from the Owner.
6.5 Tax Authority Audits. If, during the Operating Term or thereafter, any
applicable taxing authority assesses additional taxes of any kind with respect to the
RSPD, such additional taxes or assessments, together with any interest, penalties, fees, or
other amounts assessed related thereto, shall be Operating Expenses, together with all
costs, accounting fees, and legal fees incurred by Manager on behalf of the RSPD in
reviewing and, if necessary, challenging or negotiating such determinations. Manager
shall be authorized to pay from the Operating Account all such costs, fees, and tax
amounts determined to be due but shall otherwise have no liability therefor. This
provision shall survive any termination of this Agreement.
ARTICLE VII
BUDGETS AND ACCOUNTING
7.1 Annual Plan. Manager shall submit to Owner, for Owner's approval as a
part of Owner’s budget process, not later than ninety (90) days subsequent to the
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Effective Date, and at least ninety (90) days prior to the beginning of each Fiscal Year
thereafter, an annual plan for the RSPD (the “Annual Plan”), which shall include for the
ensuing Fiscal Year, the following proposed budgets and programs setting forth:
(a) Manager’s best estimate of Operating Revenues and Operating
Expenses;
(b) Manager's best estimate of Capital Expenses for RSPD;
(c) a proposed schedule of rental rates for the use of the RSPD
(including hourly, daily and monthly fee rates), and objective criteria for deviating from
such rates and fees;
(d) marketing expenses; and
(e) a summary of the prior year’s operations and such other
information Manager deems beneficial to Owner.
Following adoption of the Annual Plan, Manager covenants not to make RSPD
available for rates and fees that differ from the approved schedule of rates and fees
without prior consent of Owner. The Annual Plan attached to this Agreement covers
Fiscal Year 2012. Operating Expenses set forth in said Annual Plan shall constitute the
approved Operating Expenses, on a pro-rata basis, for the period from the date of this
Agreement through December 31, 2011. The parties acknowledge that the first Annual
Plan is based on estimates made without the benefit of operating experience. Manager
may submit a revised first Annual Plan if operating experience from the opening of the
RSPD through December 31, 2011, indicates that the first Annual Plan does not
accurately reflect anticipated revenues and expenses.
7.2 Information Sharing. [intentionally deleted].
7.3 Approval of Annual Plan. Owner shall notify Manager within thirty (30)
days of its receipt of the proposed Annual Plan if Owner has any objections to the Annual
Plan. Otherwise, the Annual Plan shall be deemed approved. If the Annual Plan is
disapproved by Owner, Manager and Owner shall enter into discussions in an attempt to
determine mutually satisfactory budgets and programs. Until the Annual Plan is
approved or deemed approved by Owner, the parties agree that Manager shall operate the
RSPD in accordance with the last previously approved or deemed approved Annual Plan.
Manager shall operate the RSPD in substantial accordance with the Annual Plan;
provided, however, Owner acknowledges and agrees with Manager that during the first
three Fiscal Years of the Operating Term, when Net Operating Revenues will be
especially difficult to predict, the Annual Plan will be only a planning tool. Furthermore,
expenses related to the RSPD vary in proportion to business volume, making budgeting
imprecise and unpredictable. During the initial three Fiscal Years, Owner authorizes
Manager to deviate from the Operating Expenses or Capital Expenses as set forth in the
Annual Plan, following notice to Owner and without any prior approval of Owner if, in
the reasonable judgment of Manager, such deviation is necessary to achieve Owner’s
objectives to operate RSPD in accordance with the Standard, but only if such change
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does not result in the expenditure of funds in excess of the lesser of: (i) fifteen percent
(15%) of the budgeted amount of Operating Expenses or Capital Expenses, as the case
may be in the Annual Plan and (ii) ninety-five percent (95%) of the amount then held in
the Capital Account or the Operating Account as the case may be.
7.4 Amendments of Annual Plan. Manager may notify Owner of a proposed
change to the Annual Plan. Owner shall notify Manager within thirty (30) days of its
receipt of the requested modification of any objections to the modified Annual Plan.
Otherwise, the modified Annual Plan shall be deemed approved. Owner agrees to
consider, in its reasonable judgment, modification of the Annual Plan to enable the RSPD
to be operated in accordance with the Standard.
7.5 Obligation to Provide Funding to Operate and Maintain the RSPD to
the Standard. Notwithstanding anything in this Agreement to the contrary, Owner
agrees to provide funding to Manager, whether through approval and funding of the
Annual Plan or through approval and funding of amendments to the Annual Plan, in an
amount sufficient to operate and maintain (whether such maintenance be categorized as
Capital Expenses or Operating Expenses) the RSPD. In the event Owner fails to provide
funding as required in this Section, Manager’s sole remedy shall be to terminate this
Agreement whereupon Manager shall have the rights and obligations set forth in Section
4.2 of this Agreement. After such termination, neither Manager nor Owner shall have
any further obligations to the others under this Agreement.
7.6 Books and Records. Manager shall establish and maintain for the benefit
of Owner complete, current, and accurate records and books of account reflecting all
transactions of the RSPD and of Manager with respect to the RSPD that are separate from
Manager’s Other Businesses. Manager shall make such books and records available
during normal business hours and at all other reasonable hours at the RSPD for
inspection, copying, and audit upon reasonable notice by Owner and its agents.
7.7 Financial Statements.
(a) Annual Statements. Manager shall prepare and deliver to Owner
by the 90th day after the end of each Fiscal Year the following financial statements and
reports (the “Financial Statements”) using GAAP, which are in reasonable detail
covering RSPD operations for such previous Fiscal Year: (i) balance sheet as of the last
day of such Fiscal Year, which shall reflect the balances of the Operating Account and
Capital Account as of the last day of such Fiscal Year, (ii) cash flow statement, and (iii)
profit and loss statement. The profit and loss statement will include a comparison of the
budgeted and actual revenues and expenses as well as a comparison to the prior Fiscal
Year.
(b) Quarterly Statements. On or before 30 days after the end of each
calendar quarter, Manager shall prepare and deliver to Owner a statement showing
Operating Revenue and Operating Expenses for the previous calendar quarter and
Statement of Capital Expenditures.
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7.8 Annual Audit. On or prior to 120 days after the end of each Fiscal Year,
Manager shall provide, at Owner’s cost and expense, a financial audit with respect to
RSPD operations to be made by an independent certified accounting firm selected by
Manager and designated in the Annual Plan.
7.9 Survival Following End of Term. Manager’s obligations under this
Article shall continue as to all Fiscal Years occurring within the Operating Term
notwithstanding that such performance may be due following the end of such term.
ARTICLE VIII
ASSIGNMENT
8.1 Assignment by Manager.
(a) Manager shall have the right, without the prior written consent of
Owner (but only upon not less than five (5) business days’ prior notice to Owner), to
assign this Agreement or any duties arising hereunder to any entity controlled by, or
under common control with, Manager, provided that (i) such case such transferee shall
have, in the reasonable judgment of Owner, expertise, personnel and other resources
sufficient to discharge its duties hereunder no less favorably than Manager has performed
the same, (ii) the assignee or transferee agrees directly with Owner to be bound by all of
Manager’s obligations under this Agreement, and (iii) Owner shall have received an
Approving Tax Opinion.
(b) In the event Manager, including for this purpose any affiliate
thereof, sells the Hotels to a third party, Owner shall elect one of the following: (i) allow
transferee to assume this Agreement and release Manager from its obligations under this
Agreement but only if Owner shall have received an Approving Tax Opinion, or (ii)
allow Manager to terminate this Agreement, without penalty.
8.2 Assignment by Owner. Owner’s obligations under this Agreement shall
not be assigned, and any purported assignment shall be void, without the prior written
consent of Manager, which consent shall not be unreasonably withheld.
ARTICLE IX
INSURANCE
Owner shall either self-insure or self-fund or provide insurance equal or greater
the following insurance requirements
9.1 General Liability Insurance. Owner shall carry comprehensive general
liability insurance, including contractual liability, personal and bodily injury, and
property damage insurance, on the RSPD, with a combined single limit in an amount
sufficient to protect Owner and Manager, but in no event will such insurance be in an
amount less than a combined single limit of $3,000,000 per occurrence. Manager shall
be named as an additional insured under such insurance. Owner shall provide Manager
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with a certificate of insurance evidencing such coverage no later than thirty days prior to
the commencement of the Operating Term. Owner’s insurance shall contain a clause
stating that there shall be no reduction, cancellation, or non-renewal of coverage without
giving Manager thirty (30) days prior written notice. Such insurance shall also be
endorsed to provide that the insurance shall be primary to and not contributory to any
similar insurance carried by Manager, and shall contain a severability of interest clause.
9.2 Property Insurance. Owner shall procure and keep in effect during the
Operating Term fire and extended coverage for the RSPD and all personal property in the
RSPD, including rent loss or business interruption coverage for periods of no less than
twelve (12) months, written on an All-Risk Endorsement and Replacement Cost basis,
with the replacement cost value reasonably acceptable to Manager. Such policy shall
name Owner and Manager as loss payee, mortgagee, as their interest may appear.
Owner shall provide Manager with a certificate of insurance evidencing such coverage no
later than thirty days prior to the commencement of the Operating Term.
9.3 Operational Insurance. Manager shall procure and maintain the
following insurance:
(a) Workers’ Compensation and employer’s liability insurance as may
be required under applicable laws covering all RSPD Employees, including Shared
Employees, with such deductible limits as determined by Manager;
(b) Garage Keeper’s legal liability insurance to insure against theft,
loss and damage to patron’s vehicles.
(c) Such other insurance and/or additional coverage in amounts as
Manager in its reasonable judgment deems advisable for its protection against claims,
liabilities and losses arising out of or connected with its performance under this
Agreement.
9.4 Cost and Expense. Except with respect to insurance premiums that are
paid by Owner other than with funds held in the Operating Account, insurance premiums
and any costs or expenses with respect to the insurance described in this Article shall be
an Operating Expense of the RSPD. Any reserves, losses, costs, damages or expenses
which are uninsured, or fall within deductible limits or self-insured retentions, shall be
treated as a cost of insurance and shall be an Operating Expense.
9.5 Coverage. All insurance described in this Article may be obtained by
endorsement or equivalent means under Manager’s or Owner’s blanket insurance
policies, provided that such blanket policies substantially fulfill the requirements
specified herein.
9.6 Policies and Endorsements.
(a) Where permitted, all insurance provided under this Article shall be
carried in the name of Owner, with additional insureds being Manager, the owner of any
fee or leasehold interest in the RSPD other than Owner, and the holder of the security
Attachment number 2 \nPage 17 of 22
Item # 41
00412263-14
deeds covering the RSPD, if any; any losses thereunder shall be payable to the parties as
their respective interests may appear. The party procuring such insurance shall deliver to
the other party certificates of insurance with respect to all policies so procured, including
existing, additional and renewal policies and, in the case of insurance about to expire,
shall deliver certificates of insurance with respect to the renewal policies not less than ten
(10) days prior to the respective dates of expiration.
(b) All policies of insurance provided under this Article shall, to the
extent obtainable, have attached thereto an endorsement that such policy shall not be
canceled without at least ten (10) days prior notice to Owner, Manager, any other fee or
leasehold owner of any portion of the RSPD, and any holder of indebtedness secured by
the RSPD.
(c) Owner and Manager agree that with respect to any loss or claim
which is covered by insurance then being carried or required to be carried by them under
this Agreement, the party suffering such loss or claim and carrying or required to carry
such insurance releases the other of and from any and all claims, defense costs and
expenses with respect to such loss or claim. Owner and Manager further agree that each
of their insurance policies shall provide for an appropriate waiver of subrogation
reflecting this release.
9.7 Indemnification.
(a) Indemnification by Owner. Owner shall indemnify, defend, and
hold harmless Manager, its parent, its subsidiaries, and its affiliates and their respective
officers, directors, agents, and employees, from and against any and all claims,
liabilities, losses, damages, costs, and expenses of any kind or character, including
without limitation indemnity claims , court costs, reasonable attorneys’ fees, interest,
fees, and penalties, arising from or related to the management, operation, or maintenance
of the RSPD, in all cases to the fullest extent permitted by law, except to the extent such
liabilities are finally determined by a court of competent jurisdiction to have been the
result of the fraud or gross negligence of Manager’s corporate office senior management
personnel in the management, operation, or maintenance of the RSPD.
(b) Indemnification by Manager. Manager shall indemnify and hold
harmless Owner, its subsidiaries, and its affiliates, and their respective officers, directors,
agents, and employees from and against any and all claims, liabilities, losses, damages,
costs, and expenses of any kind or character, including without limitation reimbursement
of court costs, reasonable attorneys’ fees, interest, fees, and penalties charged to the
RSPD, to the extent such liabilities are finally determined by a court of competent
jurisdiction to have been the result of the fraud or gross negligence of Manager’s
corporate office personnel in the management, operation, or maintenance of the RSPD.
(c) Defense Costs. All costs and expenses, including without
limitation reasonable attorneys’ fees, of any legal proceeding that is instituted against the
RSPD, Manager, or both related to the operation, management, or maintenance of the
RSPD, including without limitation any employment-related claims of any nature, shall
Attachment number 2 \nPage 18 of 22
Item # 41
00412263-14
be charged as Operating Expenses or paid directly by Owner; provided, however, that
Manager shall reimburse Owner on demand to the extent the fraud or gross negligence of
the Manager’s corporate office senior management personnel in the management,
operation, or maintenance of the RSPD is established in such proceeding. Owner
specifically acknowledges and agrees that any party’s mere allegation or claim of a
negligent or intentional act by Manager or any officer, director, agent, or employee
thereof does not trigger any obligation of Manager under this Section and that, pending
the determination of any question as to whether Manager or any of its officers, directors,
agents, or employees are entitled to indemnification under this Section, Manager shall be
entitled to charge as Operating Expenses and pay from Operating Account all expenses of
defending or otherwise handling any claim or litigation under this Agreement.
(d) Good-faith Judgment. Notwithstanding any other provision of this
Agreement, Owner shall not make any claim against Manager based on any alleged error
of judgment if such judgment was made by Manager in good faith or based on any action
taken by Manager at the express direction of Owner.
(e) Survival. This Section shall survive Termination.
ARTICLE X
GENERAL PROVISIONS
10.1 Actions of a Party. Except for any amendment of this Agreement or
approval of an Annual Plan pursuant to Article VII hereof, each the Owner and the
Manager shall designate an individual in the Annual Plan to serve as the authorized
designee of a party, with respect to all other matters hereunder, who is authorized to take
any other actions for that party, as may be required from time to time hereunder;
provided, however, that a party may change its designee at any time by a written notice to
the other party. Unless the authorization conferred by a designation is expressly limited
by its terms, such authorization may be presumed to authorize designee to act in behalf of
a party for all other purposes of this Agreement.
10.2 Inspection of RSPD. Owner and its agents, employees, and designees
may go anywhere in the RSPD upon reasonable advance written notice to the Manager
for the purposes of inspecting the RSPD and inspecting the performance by Manager of
the terms and conditions hereof. Manager shall facilitate the access permitted under this
Section upon request.
10.3 Amendments. The terms, covenants, conditions, and provisions of this
Agreement may be modified or added to only in a writing signed by the parties hereto
provided, in addition, there shall have been delivered to Owner an Approving Tax
Opinion.
10.4 Time of the Essence. Time is of the essence.
10.5 Notices. All notices hereunder or required by law shall be sent (a) via US
Mail, postage prepaid, certified or registered mail, return receipt requested; or (b) via any
Attachment number 2 \nPage 19 of 22
Item # 41
00412263-14
nationally recognized commercial overnight carrier with provisions for a receipt, in either
case addressed to the parties hereto at their respective addresses or numbers set forth
below or as they will have theretofore specified by notice delivered in accordance
herewith:
In case of the City to:
Augusta-Richmond County
City County Municipal Building
530 Greene Street
Augusta, Georgia 30901
Attn: City Administrator
With a copy to:
Augusta-Richmond County
Legal Department
530 Greene Street
Augusta, Georgia 30901
Attn: General Counsel
In the case of Manager to:
Augusta Riverfront, LLC
One 10th Street, Riverfront Center
Suite 340
Augusta, Georgia 30901
Attn: Mr. Paul S. Simon
With a copy to:
Hull Barrett, PC
801 Broad Street, 7th Floor
Augusta, Georgia 30901
Attn: Rand Hanna
10.6 Entire Agreement. This Agreement is the entire agreement between the
parties with respect to the subject matter hereof and no alteration, modification or
interpretation hereof shall be binding unless in writing and signed by the parties hereto.
In the event of a conflict between any provision in this Agreement and in the TEE Center
RSPD CORE Agreement, this Agreement shall control.
10.7 Severability. If any provision of this Agreement or its application to any
party or circumstances will be determined by any court of competent jurisdiction to be
invalid and unenforceable to any extent, the remainder of this Agreement or the
application of such provision to such person or circumstances, other than those as to
which it is so determined invalid or unenforceable, will not be affected thereby, and each
provision hereof will be valid and will be enforced to the fullest extent permitted by law.
10.8 Computation of Time. The time in which any act under this Agreement
is to be done shall be computed by excluding the first day and including the last day. If
the last day of any time period stated herein shall fall on a Saturday, Sunday or legal
holiday, then the duration of such time period shall be extended so that it shall end on the
next succeeding day which is not a Saturday, Sunday or legal holiday. Unless preceded
by the word “business”, the word “day” shall mean a calendar day. The phrase “business
day” or “business days” shall mean those days on which the Superior Court of Augusta-
Richmond County, Georgia is located is open for business.
10.9 Applicable Law. This Agreement shall be construed and enforced in
accordance with the laws of the State of Georgia.
10.10 Waiver. The failure of either party to insist upon a strict performance of
any of the terms or provisions of this Agreement or to exercise any option, right or
Attachment number 2 \nPage 20 of 22
Item # 41
00412263-14
remedy herein contained, shall not be construed as a waiver or as a relinquishment for the
future of such term, provision, option, right or remedy, but the same shall continue and
remain in full force and effect. No waiver by either party of any term or provision hereof
shall be deemed to have been made unless expressed in writing and signed by such party
and an Approving Tax Opinion shall have been delivered to Owner.
10.11 Force Majeure. At Manager’s option, Manager’s performance under this
Agreement shall be suspended to the extent Manager shall be delayed or hindered in or
prevented from the performance of any act required by reason of strikes, lockouts, labor
troubles, inability to procure materials, failure of power, restrictive governmental laws or
regulations, riots, terrorism, insurrection, war or other reason of a like nature not the fault
of Manager.
10.12 Headings. Headings of Articles and Sections are inserted only for
convenience and are in no way to be construed as a limitation on the scope of the
particular Articles or Sections to which they refer.
10.13 Third Party Beneficiaries. Except with respect to Caterer, this
Agreement shall not inure to the benefit of any third parties.
[EXECUTION ON FOLLOWING PAGE]
Attachment number 2 \nPage 21 of 22
Item # 41
00412263-14
IN WITNESS WHEREOF, the parties hereto have executed this Agreement under
seal on the day and year first above written.
Signed, sealed and delivered in the
presence of:
________________________
Unofficial Witness
________________________
Notary Public
(Notary Seal)
Augusta, Georgia
By:________________________
Its Mayor
Attest:______________________
Its Clerk of Commission
(Seal)
Signed, sealed and delivered in the
presence of:
________________________
Unofficial Witness
________________________
Notary Public
(Notary Seal)
Augusta Riverfront, LLC, a Georgia limited
liability company
By:________________________
Paul S. Simon
As its President
(Seal)
Attachment number 2 \nPage 22 of 22
Item # 41
1
Augusta Riverfront, LLC
Assignment of Parking Deck Management Agreement
00495403-3
ASSIGNMENT OF PARKING DECK MANAGEMENT AGREEMENT
THIS ASSIGNMENT OF PARKING DECK MANAGEMENT AGREEMENT (this
“Assignment”) is made as of the __ day of ______________________, 2012, by AUGUSTA
RIVERFRONT, LLC, a Georgia limited liability company (“Borrower”), to and for the benefit of
WELLS FARGO BANK, N.A., a national banking association (“Lender”), and consented and agreed to
by THE CITY OF AUGUSTA, GEORGIA (“City”).
RECITALS:
A. Lender (as successor-by-merger to Wachovia Bank, National Association, a national banking
association) has heretofore made certain loans (collectively referred to herein as the “Loans”) to
Borrower, which Loans are governed by, among other things, that certain Loan Agreement dated
September 27, 2005 entered into by and among Lender, Borrower and Guarantor (as defined in the Loan
Agreement [defined below]), as said Loan Agreement has been amended by that certain First
Modification of Loan Agreement by and among Lender, Borrower and Guarantor dated February 17,
2006, and as said Loan Agreement has been further amended by that certain Second Modification of Loan
Agreement by and among Lender, Borrower and Guarantors dated August 23, 2007 (said Loan
Agreement, as so amended, is hereinafter referred to as the “Loan Agreement”).
B. The Loans are evidenced by (i) that certain Promissory Note dated September 27, 2005 made by
Borrower payable to the order of Lender in the original principal amount of $78,500,000.00 and (ii) that
certain Promissory Note dated February 17, 2006 made by Borrower payable to the order of Lender in the
original principal amount of $13,500,000.00 (collectively, the “Note”). The Loans previously included a
revolving loan evidenced by a Second Amended and Restated Promissory Note from Borrower payable to
the order of Lender dated August 23, 2007 in the maximum principal amount of $7,000,000.00, which
revolving loan has since matured and has been satisfied and cancelled, with Borrower having no further
right to reborrow thereunder.
C. The Note and Borrower’s obligations under the Loans are secured, in part, by that certain Deed to
Secure Debt, Assignment of Rents and Leases, and Security Agreement dated September 27, 2005 made
by Borrower to Lender, recorded in the real estate records of Richmond County, Georgia (the “Official
Records”), at Book 01019, Page 1272, as the same has been amended by that certain First Modification
of Deed to Secure Debt, Security Agreement, Financing Statement and Fixture Filing, and First
Modification of Assignment of Rents and Leases dated February 17, 2006 between Borrower and Lender
and recorded in the Official Records at Book 01041, Page 2150, and as further amended by that certain
Second Modification of Deed to Secure Debt, Security Agreement, Financing Statement and Fixture
Filing, and Second Modification of Assignment of Rents and Leases dated August 23, 2007 between
Borrower and Lender and recorded in the Official Records at Book 01141, Page 2129 (said Deed to
Secure Debt, Assignment of Rents and Leases, and Security Agreement, as so amended, and as the same
may hereafter be amended, hereinafter collectively referred to as the “Borrower Security Instrument”),
which Borrower Security Instrument encumbers certain real and personal property owned by Borrower as
more particularly described therein, including, but not limited to, the Augusta Mariott and the Augusta
Marriott Suites hotels (the “Hotels”) (such real and personal property owned by Borrower hereinafter
referred to collectively as the “Borrower’s Property”).
D. Borrower’s obligations under the Loans are also secured by, among other things, a Guaranty
Agreement from 933 Broad Investment Co, LLC, a Georgia limited liability company (“933 Broad
Guarantor”), which is an affiliate of Borrower. The Guaranty Agreement from 933 Broad is secured by
Attachment number 3 \nPage 1 of 8
Item # 41
2
Augusta Riverfront, LLC
Assignment of Parking Deck Management Agreement
00495403-3
that certain Deed to Secure Debt, Security Agreement, Financing Statement and Fixture Filing dated as of
September 27, 2005, made by 933 Broad Guarantor for the benefit of Lender (as successor-by-merger to
Wachovia Bank, National Association, a national banking association) and recorded October 14,
2005 in the Official Records in Book 01019, Page 1326, as modified and amended by that certain First
Modification of Deed to Secure Debt, Security Agreement, Financing Statement and Fixture Filing, and
First Modification of Assignment of Rents and Leases dated February 17, 2006 and recorded in the
Official Records on March 2, 2006 in Book 0104, Page 2155, as modified and amended by that certain
Second Modification of Deed to Secure Debt, Security Agreement, Financing Statement and Fixture
Filing, and Second Modification of Assignment of Rents and Leases dated August 23, 2007 and recorded
in the Official Records on September 7, 2007 in Book 01141, Page 2119 (Deed to Secure Debt, Security
Agreement, Financing Statement and Fixture Filing, as so amended, and as the same may hereafter be
amended, hereinafter collectively referred to as the “933 Broad Security Deed”).
E. The 933 Broad Security Deed encumbers certain real and personal property owned by 933 Broad
Guarantor (the “933 Broad Property”) which is in the vicinity of the Hotels, including, but not limited
to, an office building and certain adjacent property, on some of which adjacent property a parking garage
commonly referred to as the Reynolds Street Parking Deck (the “RSPD”) is now located.
F. Contemporaneously with the execution and delivery of this Assignment, Borrower and 933 Broad
Guarantor are entering into certain transactions and agreements relating to the RSPD (collectively, the
“Parking Garage Transactions”), and in connection therewith, Borrower and Guarantor have requested
that Lender (i) release certain of the 933 Broad Property from the encumbrances of the Loan in return for
appurtenant easement rights with respect to the RSPD and (ii) make certain other modifications and
amendments to the terms of the Loans (collectively, the “Loan Modification”), such Parking Garage
Transactions and Loan Modification being more particularly described in and evidenced by that certain
Omnibus Agreement (933 Broad Parking Lot Matters) of even date herewith entered into by and among
Borrower, Guarantor and Lender.
G. As a part of the Parking Garage Transactions, Borrower, as manager, and City, as owner, are
entering into that certain Reynolds Street Parking Deck Management Agreement of even date herewith
(the “Management Agreement”), pursuant to which the City has engaged Borrower to manage the
RSPD pursuant to the terms and conditions of the Management Agreement.
H. As one of the conditions to Lender’s consent to the Loan Modification, Lender has required that
Borrower enter into this Assignment with respect to the Management Agreement, with the consent and
agreement of the City.
I. Borrower desires to enter into this Assigment for the purpose of inducing Lender to consent to the
Loan Modification, and the City has executed this Assigment for the purpose of (i) evidencing its consent
to the assignment by Borrower to Lender of the Management Agreement pursuant to the terms of this
Assignment and (ii) agreeing to be bound by the terms and provisions of Section 10 of this Assignment.
AGREEMENT
NOW, THEREFORE, in consideration of the Loan and other good and valuable consideration,
the receipt and sufficiency of which are hereby acknowledged, Borrower agrees as follows:
1. Definitions. Capitalized terms used but not defined in this Assignment are defined in the
Loan Agreement.
Attachment number 3 \nPage 2 of 8
Item # 41
3
Augusta Riverfront, LLC
Assignment of Parking Deck Management Agreement
00495403-3
2. Assignment. As security for the Note and all other obligations and agreements of
Borrower with respect to the Loans (the “Obligations”), Borrower assigns to Lender and grants Lender a
security interest in and to all of Borrower’s right, title and interest in and to the Management Agreement,
including the right to collect and retain all sums that may become payable to Borrower under the
Management Agreement.
3. Performance by Borrower. Notwithstanding such assignment, Borrower shall continue
to be obligated to perform its obligations under the Management Agreement to the same extent as though
this Assignment had not been made. By acceptance of this Assignment, Lender is not assuming any
obligation of Borrower under the Management Agreement.
4. Authority of Lender. Upon the occurrence of an Event of Default under the Loan
Documents, Borrower does hereby authorize and empower Lender to enforce the Management
Agreement, to exercise any and all rights of Borrower thereunder, and to collect and retain all sums that
may become payable to Borrower under the Management Agreement and Borrower does hereby direct
and authorize each and all of the contractual obligors of Borrower under the Management Agreement to
(i) pay to Lender all amounts that may become payable under the Management Agreement and (ii) to
perform any obligations on its or their part to be performed under the Managmeent Agreement, upon
demand for performance thereof by Lender. Borrower shall have no claim against the City for any
amounts paid by the City to Lender following demand by Lender.
5. Power. The sole signature of Lender shall be sufficient for the exercise of any rights
under this Assignment.
6. Representations. Borrower hereby covenants and warrants that it has not executed any
prior assignment or pledge of the Management Agreement, nor performed any act or executed any other
instrument which might prevent Lender from operating under any of the terms and conditions of this
Assignment, or which would limit Lender in such operation.
7. Restrictions. Borrower hereby agrees that so long as any of the Obligations remain
outstanding, without the prior written consent and approval of Lender in each instance, Borrower will not
assign, pledge, hypothecate or otherwise encumber any of its rights under the Management Agreement.
8. Other Obligations. Borrower agrees that at its sole cost and expense it (i) will duly and
punctually perform and comply in all material respects with any and all representations, warranties,
covenants, terms and provisions to be performed or complied with by it under the Management
Agreement; (ii) will not terminate or amend any material terms or provisions of the Management
Agreement without the prior written consent of Lender; (iii) will give notice to Lender of any notice
received by Borrower of any default by Borrower under the terms of the Management Agreement or
which indicates that the City is terminating the Management Agreement.
9. No Obligation of Lender; Liability of Lender; Indemnification. Lender shall not, by
reason of this Assignment or the exercise of its rights or remedies hereunder, (a) be obligated to perform
or discharge, or be liable or responsible for, any obligation, duty or liability of Borrower under the
Management Agreement; or (b) be liable to governmental authorities, contractors or any parties under the
Management Agreement by reason of any default by any party under the Management Agreement; or (c)
be obligated to take any action under or with respect to the Management Agreement or to incur any
expense with respect to the Management Agreement or the RSPD; or (d) be obligated to appear in or
defend any action or proceeding relating to the Management Agreement or the RSPD; or (e) be, or be
construed to be, a mortgagee in possession of the RSPD or any part thereof; or (f) be liable in any way for
Attachment number 3 \nPage 3 of 8
Item # 41
4
Augusta Riverfront, LLC
Assignment of Parking Deck Management Agreement
00495403-3
any injury or damage to person or property sustained by any person in or about the RSPD; or (g) be
responsible or liable for the control, care, management or repair of the RSPD or any waste committed on
the RPSD by contractors or any other parties under the Management Agreement or any other parties or
for any dangerous or defective condition of the RSPD, or for any negligence in the management, upkeep,
repair or control of the RSPD resulting in loss, injury or death to any party under the Management
Agreement or any tenant, licensee, employee, or stranger with respect to the RSPD. Except to the extent
of any Claims (defined below) directly resulting from Lender's gross negligence or willful misconduct,
Borrower hereby agrees to indemnify and hold Lender harmless from and against, and reimburse Lender
for, all claims, demands, liabilities, losses, damages, causes of action, judgments, penalties, costs, and
expenses (including without limitation, reasonable attorney’s fees) ("Claims") which may be imposed
upon, asserted against or incurred or paid by Lender by reason of this Assignment or the exercise of its
rights or remedies hereunder. For purposes of this Section, the term “Lender” shall include the directors,
officers, partners, employees and agents of Lender and any persons or entities owned or controlled by,
owning or controlling, or under common control or affiliated with Lender. The foregoing releases and
indemnities shall not terminate upon release or other termination of this Assignment. Any amount to be
paid under this Section by Borrower to Lender shall be a demand obligation owing by Borrower to
Lender, shall bear interest from the date such amount becomes due until paid at the Default Rate (as
defined in the Note) and shall be secured by the Borrower Security Instrument, the 933 Broad Security
Instrument and by any other instrument securing the Note.
10. Agreement of Borrower and the City Regarding the RSPD. Borrower and the City
agree that, in the event, for any reason, Lender or any other party acquires the Borrower’s Property and/or
the 933 Broad Property pursuant to a foreclosure of any or all of the Borrower’s Property and/or the 933
Broad Property, either judicially or by power of sale or by deed-in-lieu of foreclosure or by any other
means (any of the foregoing hereinafter referred to as a “Succession”; and Lender or any other party
succeeding to the interest of Borrower or 933 Broad Guarantor (or either of them) pursuant to a
Succession being hereinafter referred to as a “Successor”), all of the easements, rights and obligations of
Borrower created pursuant to the Management Agreement (collectively, the “Management Rights”)
shall, if foreclosed by Lender and elected by Successor (it being understood that Successor shall have no
obligation to so elect) as evidenced by written notice from Successor to the City of such election
delivered within ten (10) business days following such Succession, be binding upon and shall inure to the
benefit of Successor; provided, however, that the consent of the City shall be required prior to Successor’s
succession to the Management Rights, which consent shall not be withheld, conditioned or delayed so
long as such Successor, or its designee, shall have, in the reasonable discretion of the City, expertise,
personnel and other resources sufficient to discharge the Management Rights no less favorably than
Borrower has performed same. Borrower, and the City further agree that in the event that the City does
not consent to Successor’s succession to the Management Rights within fifteen (15) Business Days
(defined below) following receipt by the City of Successor’s election to assume the Management Rights
(the “Outside Date”), then, effective as of the Outside Date, the Management Agreement and the
Management Rights created pursuant to the Management Agreement shall terminate and be of no further
force and effect, and the City and Borrower agree that neither Borrower nor any affiliate of Borrower will
thereafter be engaged to manage or otherwise operate or control the RSPD until all Obligations under the
Loans have been paid and satisfied in full.
11. Further Assurances. Borrower agrees from time to time to execute, acknowledge and
deliver all such instruments and to take all such action for the purpose of further effectuating this
Assignment and the carrying out of the terms hereof as may be requested by Lender.
12. No Release. Neither the execution of this Assignment nor any action or inaction on the
part of Lender under this Assignment shall release Borrower from any of its obligations under the
Attachment number 3 \nPage 4 of 8
Item # 41
5
Augusta Riverfront, LLC
Assignment of Parking Deck Management Agreement
00495403-3
Management Agreement or constitute an assumption of any such obligations on the part of the Lender.
No action or failure to act on the part of Borrower shall adversely affect or limit, in any way, the rights of
Lender under this Assignment or, through this Assignment, under the Management Agreement. Neither
the existence of this Assignment nor the exercise of Lender’s privilege to collect or enforce the
Management Agreement hereunder shall be construed as a waiver by Lender or its successors and assigns
of the right to enforce payment of the Obligations in strict accordance with the terms and provisions of the
Note and other Loan Documents.
13. Notices. All notices or other written communications hereunder shall be deemed to have
been properly given (i) upon delivery, if delivered in person or by facsimile transmission with receipt
acknowledged by the recipient thereof, (ii) one (1) Business Day (hereinafter defined) after having been
deposited for overnight delivery with any reputable overnight courier service, or (iii) three (3) Business
Days after having been deposited in any post office or mail depository regularly maintained by the U.S.
Postal Service and sent by registered or certified mail, postage prepaid, return receipt requested,
addressed as follows:
In case of the City to:
Augusta-Richmond County
City County Municipal Building
530 Greene Street
Augusta, Georgia 30901
Attn: City Administrator
With a copy to:
Augusta-Richmond County
Legal Department
530 Greene Street
Augusta, Georgia 30901
Attn: General Counsel
In the case of Borrower to:
Augusta Riverfront, LLC
One 10th Street, Riverfront Center
Suite 340
Augusta, Georgia 30901
Attn: Mr. Paul S. Simon
With a copy to:
Hull Barrett, PC
801 Broad Street, 7th Floor
Augusta, Georgia 30901
Attn: Rand Hanna
In the case of Lender to:
Wells Fargo, Bank, N.A.
2030 Main Street, Suite 800
Irvine, California 92614
Attention: Kim Taylor, Loan
Administrator
With a copy to:
Seyfarth Shaw LLP
1075 Peachtree Street, N.E.
Suite 2500
Atlanta, Georgia 30309
Attention: Paul M. Baisier, Esq.
or addressed as such party may from time to time designate by written notice to the other parties. For
purposes of this Assignment, the term “Business Day” shall mean a day on which commercial banks are
not authorized or required by law to close in New York, New York. Any party by notice to the others
may designate additional or different addresses for subsequent notices or communications.
14. General Provisions.
Attachment number 3 \nPage 5 of 8
Item # 41
6
Augusta Riverfront, LLC
Assignment of Parking Deck Management Agreement
00495403-3
(a) This Assignment shall be binding upon and shall inure to the benefit of the successors
and assigns of the parties hereto.
(b) This Assignment is a Loan Document as defined in the Loan Agreement.
(c) This Assignment shall be deemed to be a contract entered into pursuant to the laws of the
State of Georgia and shall in all respects be governed, construed, applied and enforced in accordance with
the laws of the State of Georgia.
15. WAIVER OF JURY TRIAL. BORROWER HEREBY WAIVES, TO THE FULLEST
EXTENT PERMITTED BY LAW, THE RIGHT TO TRIAL BY JURY IN ANY ACTION,
PROCEEDING OR COUNTERCLAIM FILED BY BORROWER OR LENDER, WHETHER IN
CONTRACT, TORT OR OTHERWISE, RELATING DIRECTLY OR INDIRECTLY TO THIS
ASSIGNMENT, THE LOAN EVIDENCED BY THE NOTE, THE LOAN DOCUMENTS OR ANY
ACTS OR OMISSIONS OF LENDER IN CONNECTION THEREWITH.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
[SIGNATURES ON FOLLOWING PAGE]
Attachment number 3 \nPage 6 of 8
Item # 41
Borrower Signature Page
Augusta Riverfront, LLC
Assignment of Parking Deck Management Agreement
00495403-3
IN WITNESS WHEREOF, Borrower caused this Assignment to be executed as of the day and
year first above written.
BORROWER:
AUGUSTA RIVERFRONT, LLC, a Georgia
limited liability company
By: ______________________________
Name: ______________________________
Title: ______________________________
[CONSENT AND AGREEMENT OF CITY SIGNATURE PAGE FOLLOWS]
Attachment number 3 \nPage 7 of 8
Item # 41
City Signature Page
Augusta Riverfront, LLC
Assignment of Parking Deck Management Agreement
00495403-3
CONSENT AND AGREEMENT OF CITY
By its execution below, the City of Augusta, Georgia joins in the execution of this
Assignment for the purpose of evidencing its consent to the foregoing Assignment of Parking
Deck Management Agreement (“Assignment”) by Augusta Riverfront, LLC to and for the
benefit of Wells Fargo Bank, N.A., and to evidence its agreement to be bound by the the
provisions of Section 10 of the foregoing Assignment.
CITY:
AUGUSTA, GEORGIA
By:
Its Mayor
Attest:
Its Clerk of Commission
[SEAL]
Attachment number 3 \nPage 8 of 8
Item # 41
1
00437404-4
Hull Barrett Draft 5/16/12
Version 4
___________________________________________________________________________________
Space above this line for recorder’s use
DEED TO AIR RIGHTS PARCEL
THIS INDENTURE, made this ___ day of ____________, 2012, by and between 933 BROAD
INVESTMENT CO., LLC, a Georgia limited liability company, as party of the first part (herein called
“Grantor”), and AUGUSTA, GEORGIA, a public body corporate and politic of the State of Georgia, as party
of the second part (herein called “Grantee”) (the words “Grantor” and “Grantee” shall include their respective
heirs, successors and assigns where the context requires or permits);
W I T N E S S E T H:
GRANTOR, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid at
and before the sealing and delivery of these presents, the receipt whereof is hereby acknowledged, has granted,
bargained, sold, aliened, conveyed and confirmed and by these presents does grant, bargain, sell, alien, convey
and confirm unto said Grantee, all those property rights lying and being in Augusta, Richmond County,
Georgia, and being more particularly described on Exhibit “A” attached hereto and by this reference made a
part hereof, together with any and all improvements, and fixtures located thereon or attached thereto, and all
rights, easements and benefits appurtenant thereto (hereinafter referred to as the “Property”), subject to current
taxes and assessments not yet due and payable, all easements, rights of way, covenants, conditions, restrictions,
and other matters of record, zoning ordinances, rights of tenants and parties in possession and any state of facts
that would be disclosed by a current accurate survey of the Property ("Permitted Encumbrances").
TO HAVE AND TO HOLD the Property to the same being, belonging, or in anywise appertaining, to
the only proper use, benefit and behoof of Grantee forever in FEE SIMPLE.
Attachment number 4 \nPage 1 of 3
Item # 41
2
00437404-4
EXECUTED under seal the day and year first above written.
Signed, sealed and delivered in the
presence of:
________________________
Unofficial Witness
________________________
Notary Public
(Notary Seal)
933 BROAD INVESTMENT CO., LLC, a
Georgia limited liability company
By:________________________
Paul S. Simon
As its President
(Seal)
Attachment number 4 \nPage 2 of 3
Item # 41
3
00437404-4
Exhibit “A”
The exclusive and perpetual right of possession and occupancy of, the exclusive and perpetual right to
floor and to cover over and to build and construct over, in or upon the entire space or area situate at a height
above a horizontal plane of 151.05 feet above mean sea level and below a horizontal plane of 216.10 feet
above mean sea level as determined by reference to the United States Coast and Geodetic Survey Benchmark
Elevation of 134.948 feet above mean sea level located at the Georgia Geodetic Monument #14-R-3 north
1,262,402.48, east 563,401.17 in the parkway on Greene Street between Fourth and Fifth Streets in the City of
Augusta, Richmond County, Georgia, directly over and above the land described as follows:
All that lot, tract or parcel of land situate, lying and being in the 87th G.M.D, Augusta, Richmond
County, Georgia, being depicted as “Tract 3” containing 0.83 acre, more or less, on that certain Plat of the
Reynolds Street Parking Deck for Augusta, Georgia; 933 Broad Investment Co., LLC; and Augusta, Georgia
Land Bank Authority by John Thomas Attaway, GA RLS No. 2512, of Cranston Engineering Group, P.C.,
dated February 2, 2012, and recorded in the Office of the Clerk of Superior Court of Richmond County,
Georgia in Plat Cabinet ___, Slide _____ # ____.
Grantor reserves title to all portions of said Tract 3 not contained within the air space described above.
Portion of TMP Nos. 037-3-066-01-0; 037-3-066-00-0; 037-3-177-00-0; 037-3-069-00-0; and 037-3-
070-00-0.
Attachment number 4 \nPage 3 of 3
Item # 41
00428222-10
Version 10 – Hull Barrett Comments 1-6-12
CONFERENCE CENTER PARKING LEASE
BETWEEN
AUGUSTA, GEORGIA
a political subdivision of Georgia,
AS LANDLORD
AND
AUGUSTA RIVERFRONT, LLC
a Georgia limited liability company,
AS TENANT
DATED AS OF
_________________, 2012
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Item # 41
00428222-10
CONFERENCE CENTER PARKING LEASE
THIS CONFERENCE CENTER PARKING LEASE (this “Lease”) is entered
into as of the ____ day of ____________, ___________ (the “Effective Date”), by and between
Augusta, Georgia, a political subdivision of Georgia, as landlord (“Landlord”), and Augusta
Riverfront, LLC, a Georgia limited liability company, as tenant (“Tenant”).
1. LEASE OF PREMISES. Landlord hereby leases to Tenant and Tenant hereby
takes from Landlord in consideration of the covenants and agreements in this Lease, the
premises (the “Demised Premises”) located north of Reynolds Street, between 9th and 10th
Streets in Augusta, Georgia, and consisting of (i) the surface parking lot located on Parcel “N”
containing 1.89 acres, more or less, on that Compiled Map for Augusta Riverfront Limited
Partnership by John Thomas Attaway, Georgia RLS No. 2512, dated January 19, 1999, revised
June 1, 1999, and recorded in the Office of the Clerk of Superior Court of Augusta-Richmond
County, Georgia on June 22, 1999, in Reel 648, pages 39-44, and (ii) that parking deck
containing approximately _____ parking spaces and being located on a portion of Parcels “P”
and “P-1” on said Compiled Map, together with all improvements located thereon.
2. OPERATING TERM AND USE. The initial term of this Agreement (the
“Operating Term”) shall be for a period commencing on the Effective Date and terminating on
the five (5) year anniversary of the Effective Date. Notwithstanding the foregoing, this
Agreement shall be binding on the date it is signed by Landlord and Tenant and provisions of
this Agreement shall survive the Operating Term to the extent specifically set forth in this
Agreement.
Landlord, in its sole discretion, may elect, by written notice to Tenant, within 60 days
from the expiration of the initial Operating Term of this Agreement, to renew the initial
Operating Term of this Agreement, for an additional term of five (5) years. In the event that
Landlord does not elect to renew the term of this Agreement and solicits requests for proposals
(“RFP”) for the operation of the Demised Premises, then in such event Tenant has have the right
to meet the terms and conditions of the RFP of the entity that is deemed to be most qualified to
operate the Demised Premises, If Tenant agrees to the terms and conditions contained in such
RFP, then this Agreement shall be renewed, subject to modification to incorporate any terms and
conditions consistent with accepted RFP, and right of first refusal shall be continue in effect.
Should Tenant not elect to operate the Demised Premises pursuant to the terms and conditions of
the accepted RFP, then in such event Tenant shall have no further right to operate the Demised
Premises or the parking deck owned by Landlord and located at the northwestern intersection of
Reynolds Street and James Brown Boulevard in Augusta, Georgia (the “RSPD”) [upon
expiration of the Reynolds Street Parking Deck Management Agreement of even date entered
into by and between Landlord and Augusta Riverfront, LLC (the “RSPD Agreement”)],
notwithstanding any prior vote of the Augusta, Georgia Commission to designate Augusta
Riverfront, LLC as the operator of the Demised Premises or the RSPD.
Tenant may use the Demised Premises as parking deck open to the public and/or
exclusively for the use of Convention Center guests and its hotel patrons, and no other (the
“Permitted Uses”).
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Item # 41
00428222-10
3. RENT AND ACCEPTANCE OF DEMISED PREMISES.
For purposes of this section “Operating Income” shall mean the gross revenues generated
from the operation of the Demised Premises including, but not limited to, the following: (a) sums
collected by the Tenant 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, and credit card fee
discounts (sales tax, use tax, excise tax, occupancy tax, gross receipts tax, or other taxes assessed
upon or attributable to said receipts shall be paid directly to the taxing entity involved and are not
be included in the definition of gross revenues); (b) on-site advertising revenues; (c)
reimbursable event expenses; (d) all other miscellaneous revenue from the operation of the
Demised Premises; and (e) any and all revenues generated by or associated with any marquee
advertising (if such advertising is permitted by Landlord).
For purposes of this section “Operating Expenses” shall mean all expenses required to be
incurred in order to operate and manage the Demised Premises, including, but not limited to the
following: (a) salary costs of employees of Tenant (so long as such salary costs are
commensurate with the salary costs (as such term as defined in that certain RSPD Agreement)
associated with the operation of the RSPD and Shared Employees (as such term is defined in the
RSPD Agreement); (b) operating supplies; (c) utility and telephone charges; (d) repair and
maintenance costs; (e) equipment rental costs; (f) insurance costs related to the operation of the
Demised Premises (but not performance or fidelity bonds); (g) security costs; (h) cleaning
expenses; (i) cost of reimbursable event expenses; (j) the cost of obtaining an audited financial
statements required hereunder; (k) maintenance agreements; and (l) any other expenses incurred
in the operation of the Demised Premises that would be considered operating expenses under
GAAP. Operating Expenses shall not include debt service on any borrowing.
For purposes of this section “Net Income” shall be calculated as Operating Income less
Operating Expenses.
A. Base Rent. During the term of this Agreement and any extensions, Tenant
shall pay to Landlord an annual rental of $50,000.00, payable in equal monthly installments the
first of such installments being due and payable on the Effective Date. Such annual rent shall
be adjusted annually on the anniversary of the Effective Date, upward but not downward, by the
lesser of (i) one half (1/2) of the cumulative percentage increase in the Consumer Price Index
for all urban consumers (CPI-U) (All Items 1982-84=100) since the last rate increase at the
RSPD, or (ii) the percentage increase in maximum daily parking rates during such year for
parking spaces in the RSPD.
B. Tenant Income. After payment of Base Rent and Operating Expenses,
Tenant shall be entitled to receive the lesser of all of the Net Income from the operation of the
Demised Premises or $25,000.00.
C. Additional Rent. In addition to the Base Rent and after payment of the
Operating Expenses and the Tenant Income, Tenant shall pay to Landlord as additional rent an
amount equal to the lesser of (i) the operating loss from the operation of the RSPD, if any, or
(ii) Net Income in excess of Base Rent and Tenant Income.
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00428222-10
D. Surplus Income. In the event that there remains Net Income after payment
of the Base Rent, Operating Expenses, Tenant Income, and Additional Rent, such remaining
Net Income will be divided equally between Landlord and Tenant.
E. Financial Statements.
(a) In order to determine Net Income, Tenant shall prepare and deliver to
Landlord by the 90th day after the end of each calendar year during the term of this Agreement
the following financial statements and reports for the operation of the Demised Premises for the
previous calendar year, which shall be in reasonable detail and shall be prepared in accordance
with GAAP: (i) balance sheet as of the last day of such calendar year (ii) cash flow statement,
and (iii) profit and loss statement. The profit and loss statement will include a comparison to the
prior calendar year and a comparison to the budgeted amounts for the prior calendar year.
(b) On or prior to 120 days after the end of each calendar year, Tenant shall
provide, at Tenant’s cost and expense, a financial audit with respect to the operations of the
Demised Premises for the previous calendar year to be made by an independent certified
accounting firm selected by Tenant and approved by Landlord, with such approval not to be
unreasonably withheld.
4. DEMISED PREMISES REPAIRS AND MAINTENANCE.
A. Landlord represents and warrants that during the Term, Landlord shall
maintain the structure of the Demised Premises, at its sole cost and expense, in good condition
and shall perform all necessary maintenance, repair, and replacement to the Demised Premises
including, but not limited to: (i) maintaining the integrity of the structure and surface of all
paved areas such that there are no pot holes or other conditions that may compromise its utility
or safety of the Demised Premises; (ii) maintaining the foundation, floors, walls, all exterior
utility lines and pipes to the point of entry into the Demised Premises; (iii) maintaining all other
structural portions of the Demised Premises; and (iv) making any other repair or replacement
that is considered to be capital in nature under Generally Accepted Accounting Principles. All
repairs, restorations, or payments which are obligations of Landlord, shall be completed or
made within a reasonable time. Landlord has the right but not responsibility to enter the
Demised Premises periodically, at any reasonable time during Tenant’s normal business hours,
and upon reasonable advance notice to Tenant, to inspect the condition of the Demised Premises
and to make repairs. Any repairs or other work done by Landlord shall be performed so as to
cause the least interference possible with Tenant’s operation.
B. Tenant shall be responsible for re-striping of the deck and surface parking
areas, maintenance and repair of traffic control devices, cleaning of the parking areas,
landscaping of grassed and unpaved areas, and routine maintenance and repair of a non-capital
nature under Generally Accepted Accounting Principles. All repairs, restorations, maintenance
or payments which are obligations of Tenant shall be completed or made within a reasonable
time. For purposes of this paragraph, “pro-rata share” means the proportion of (i) the number of
parking spaces in the parking deck on Demised Premises to (ii) the total number of parking
spaces in the RSPD plus the number of parking spaces in the parking deck on the Demised
Attachment number 5 \nPage 4 of 15
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00428222-10
Premises combined. With respect to software costs for traffic control devices, Landlord shall
pay the same in connection with the RSPD, and Tenant shall reimburse the pro-rata share of
such costs. With respect to any leased equipment used for the Demised Premises and the
RSPD, Tenant shall pay the pro-rata share of such lease payments. With respect to any
equipment owned by Landlord but used for both the RSPD and the Demised Premises, Tenant
shall pay a fair rental rate for the use of said equipment, as set forth in the Annual Plan in effect
for the RSPD Management Agreement.
5. FIXTURES AND EQUIPMENT. Landlord shall deliver the Demised Premises
with lighting, electrical and traffic control equipment in good working condition.
6. INSURANCE AND INDEMNIFICATION
6.1 General Liability Insurance. Tenant shall carry comprehensive general
liability insurance, including contractual liability, personal and bodily injury, and
property damage insurance, on the Demised Premises, with a combined single limit in an
amount sufficient to protect Landlord and Tenant, but in no event will such insurance be
in an amount less than a combined single limit of $3,000,000 per occurrence. Landlord
shall be named as an additional insured under such insurance. Tenant shall provide
Landlord with a certificate of insurance evidencing such coverage no later than 10 days
prior to the commencement of the Operating Term. Tenant’s insurance shall contain a
clause stating that there shall be no reduction, cancellation, or non-renewal of coverage
without giving Landlord thirty (30) days prior written notice. Such insurance shall also
be endorsed to provide that the insurance shall be primary to and not contributory to any
similar insurance carried by Landlord, and shall contain a severability of interest clause.
6.2 Property Insurance. Landlord shall maintain property insurance with
respect to the Demised Premises in accordance with Section 4.5 of the Amended and
Restated Construction, Operating and Reciprocal Easement Agreement dated June 1,
1999, and recorded in the Office of the Clerk of Superior Court of Richmond County,
Georgia at Realty Reel 648, page 45, as amended by that First Amendment to Amended
and Restated Construction, Operating and Reciprocal Easement Agreement dated
December 20, 1999, and recorded in the Office of the Clerk of Superior Court of
Richmond County, Georgia at Book 673, page 711 (the “CORE Agreement”) .
6.3 Operational Insurance. Tenant shall procure and maintain the following
insurance:
6.3.1 Workers’ Compensation and employer’s liability insurance as may
be required under applicable laws covering all Tenant’s Employees, including
Shared Employees, with such deductible limits as allowed by law;
6.3.2 Garage keeper’s legal liability insurance to insure against theft,
loss and damage to patron’s vehicles.
6.3.3 Such other insurance and/or additional coverage in amounts as
Tenant in its reasonable judgment deems advisable for its protection against
Attachment number 5 \nPage 5 of 15
Item # 41
00428222-10
claims, liabilities and losses arising out of or connected with its performance
under this Agreement.
6.3.4 Tenant, at Tenant’s sole cost and expense, may, but shall not be
obligated to, carry insurance insuring its trade fixtures, equipment, inventory and
such other items as Tenant, from time to time, deems necessary or appropriate.
6.4 Cost and Expense. Each party will be responsible for the payment of
insurance premiums it is required to obtain under the terms of the this agreement. In
addition, Landlord shall have the right to self-insure or self-fund for any requirements
provided herein.
6.5 Coverage. All insurance described in this Article may be obtained by
endorsement or equivalent means under Landlord’s or Tenant’s blanket insurance
policies, provided that such blanket policies substantially fulfill the requirements
specified herein.
6.6 Policies and Endorsements.
6.6.1 Where permitted, all general liability and operational insurance
provided under this Article shall be carried in the name of Tenant, with additional
insureds being Landlord, the owner of any fee or leasehold interest in the
Demised Premises other than Landlord, and the holder of the security deeds
covering the Demised Premises, if any; any losses thereunder shall be payable to
the parties as their respective interests may appear. The party procuring such
insurance shall deliver to the other party certificates of insurance with respect to
all policies so procured, including existing, additional and renewal policies and, in
the case of insurance about to expire, shall deliver certificates of insurance with
respect to the renewal policies not less than ten (10) days prior to the respective
dates of expiration.
6.6.2 All policies of insurance provided under this Article shall, to the
extent obtainable, have attached thereto an endorsement that such policy shall not
be canceled without at least ten (10) days prior notice to Landlord, Tenant, any
other fee or leasehold owner of any portion of the Demised Premises, and any
holder of indebtedness secured by the Demised Premises.
6.6.3 Landlord and Tenant further agree that each of their insurance
policies shall provide for an appropriate waiver of subrogation reflecting the
mutual waiver of subrogation rights set forth in Section 20 of this Lease.
6.7 Indemnification.
6.7.1 Indemnification by Tenant. Tenant shall indemnify, defend, and
hold harmless Landlord, its Mayor, Commissioners, administrators, agents, and
employees, and successors from and against any and all claims, liabilities, losses,
damages, costs, and expenses of any kind or character, including without
limitation indemnity claims, court costs, reasonable attorneys’ fees, interest, fees,
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00428222-10
and penalties, arising from or related to the management, operation, or
maintenance of the Demised Premises, in all cases to the fullest extent permitted
by law, except to the extent such liabilities are finally determined by a court of
competent jurisdiction to have been the result of the fraud or gross negligence of
Landlord’s Mayor, Commissioners, or senior management personnel in the
management, operation, or maintenance of the Demised Premises.
6.7.2 Indemnification by Landlord. Landlord shall indemnify and hold
harmless Tenant, its subsidiaries, and its affiliates, and their respective officers,
directors, agents, and employees from and against any and all claims, liabilities,
losses, damages, costs, and expenses of any kind or character, including without
limitation reimbursement of court costs, reasonable attorneys’ fees, interest, fees,
and penalties charged to the Demised Premises, to the extent such liabilities are
finally determined by a court of competent jurisdiction to have been the result of
the failure of Landlord to fulfill its obligations under this Lease or the fraud or
gross negligence of Landlord’s Mayor, Commissioners or senior management
personnel in the management, operation, or maintenance of the Demised
Premises.
6.7.3 Defense Costs. All costs and expenses, including without
limitation reasonable attorneys’ fees, of any legal proceeding that is instituted
against the Demised Premises, Landlord, or both related to the operation,
management, or maintenance of the Demised Premises, including without
limitation any employment-related claims of any nature, shall be paid directly by
Tenant; provided, however, that Landlord shall reimburse Tenant on demand to
the extent the fraud or gross negligence of the Landlord’s Mayor, Commissioners
or senior management personnel in the management, operation, or maintenance of
the Demised Premises is established in such proceeding. Tenant specifically
acknowledges and agrees that any party’s mere allegation or claim of a negligent
or intentional act by Landlord or any officer, director, agent, or employee thereof
does not trigger any obligation of Landlord.
6.7.4 Good-faith Judgment. Notwithstanding any other provision of this
Agreement, Landlord shall not make any claim against Tenant based on any
alleged error of judgment if such judgment was made by Tenant in good faith or
based on any action taken by Tenant at the express direction of Landlord.
6.7.5 Survival. This Section shall survive Termination.
7. ENTRANCES. Tenant shall have unrestricted use and access to all entrances,
passageways, and access lanes to the Demised Premises and easements adjacent thereto.
Landlord shall not permit or allow any changes to easements, the entrances, passageways, curb
cuts and delivery lanes on or benefiting the Demised Premises without the prior written consent
of Tenant.
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8. UTILITIES. Tenant shall pay for all utilities used by it in the Demised Premises
during the Term of this Lease.
9. TAXES. The parties anticipate that ad-valorem property taxes will not be
assessed with respect to the Demised Premises. In the event of such assessment, Tenant shall be
responsible for payment of the same. Tenant shall be responsible for all taxes arising from
Tenant’s use of the Demised Premises.
10. ASSIGNMENT AND SUBLETTING. This Agreement is not assignable by
Tenant without the prior written consent of Landlord, except that Tenant shall have the right,
without any prior written consent (but only upon not less than five (5) business days’ prior notice
to Landlord), to assign this Agreement or any duties arising hereunder to any entity controlled
by, or under common control with, Tenant, provided that in such case such transferee shall have,
in the reasonable judgment of Landlord, expertise, personnel and other resources sufficient to
discharge its duties hereunder no less favorably than Tenant has performed the same. Such
assignment shall be effective only if the assignee or transferee agrees to be bound by all of
Tenant’s obligations under this Agreement. In the event Tenant, including for this purpose any
affiliate thereof, sells the hotels located adjacent to the Demised Premises to a third party,
Landlord shall either (a) allow transferee to assume this Agreement and release Landlord from its
obligations under this Agreement, or (b) terminate this Agreement.
11. SIGNS. No signs (other than directional or parking related signs) shall be affixed
to the Demised Premises without the prior written consent of Landlord.
12. CONDITION OF PREMISES: COMPLIANCE WITH LAWS.
A. Tenant shall comply in all material respects with all Laws, as such term is
defined below, related to Tenant’s particular use of the Demised Premises and with which only
the occupant can comply, such as laws governing maximum occupancy, workplace smoking,
and illegal business operations; the obligation to comply in every other case and also those
cases where such Laws require repairs, alterations, changes or additions to the Demised
Premises, or any part thereof, not caused by Tenant’s particular use thereof, is expressly
assumed by Landlord. Notwithstanding anything to the contrary set forth in this Lease, Tenant
shall not be required to construct or pay the cost of complying with any requirements resulting
from Laws requiring construction of improvements in the Demised Premises which are properly
capitalized under general accounting principles, unless such compliance is necessitated solely
because of Tenant’s particular use of the Demised Premises. The term “Laws” shall mean all
laws, statutes, governmental ordinances, rules and regulations and orders with respect to the use
and occupancy of the Demised Premises of any municipal, county, state, federal, or other
government agency or authority have jurisdiction over the parties to this Lease or the Demised
Premises, or both, in effect either at the Effective Date of this Lease or any time during the
Term.
B. Landlord represents and warrants that at the commencement of the Term,
the Demised Premises shall conform to all requirements of encumbrances to Landlord’s title,
and all Laws applicable thereto.
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13. DAMAGE TO DEMISED PREMISES. Section 8.2 of the CORE Agreement is
incorporated in this Lease by reference and shall govern issues of damage to the Demised
Premises.
14. ALTERATIONS. Tenant agrees not to make any structural alterations or
additions to the Demised Premises without first obtaining the Landlord’s written consent, which
consent shall not be unreasonably withheld.
15. MECHANICS LIENS. Tenant shall not allow, and Landlord shall not be
responsible for, any mechanics liens filed against the Demised Premises arising from work
performed, or materials supplied to the Demised Premises by Tenant or Tenant’s agents,
employees, contractors, subcontractors or materialmen.
16. COMPLIANCE WITH AMERICANS WITH DISABILITIES ACT. Tenant
covenants that the Demised Premises will at all times, at Tenant’s sole cost and expense,
conform to the applicable provisions of the Americans with Disabilities Act of 1990 (“ADA”)
(Pub. L 101-36), and the ADA Accessibility Guidelines for Buildings and facilities as issued and
amended by the U.S. Architectural and Transportation Barriers Compliance Board (56 F.R.
35455 et. seq.). Provided however, that changes, improvements or installations that would be
considered capital in nature and not operational shall be paid by Landlord. By way of example, a
change in the width of parking spaces or the number of handicap accessible spaces would be
operational and the responsibility of Tenant, but the addition of ramps or changes in the width of
doorways would be capital in nature and the responsibility of Landlord.
17. CONDEMNATION. In the event the Demised Premises are taken in
Condemnation Proceedings, Tenant may cancel the Lease without further liability to Landlord.
In the event any part of the Demised Premises, including all or part of rights-of-way adjoining
the Demised Premises, or approaches to the Demised Premises, are taken in Condemnation
Proceedings so that in the reasonable business judgment of Tenant the Demised Premises
remaining would be unsatisfactory for Tenant’s business operation, Tenant may cancel this
Lease or, at its option, retain that portion of the Demised Premises not taken. In the event Tenant
retains the Demised Premises, Landlord will promptly and with due diligence restore the
remaining premises to proper tenantable condition. Until the Demised Premises are restored to
proper tenantable condition rent shall abate. Thereafter, rent shall be reduced in proportion to
the amount of land and building area lost, or, if Tenant shall elect, in proportion to the effect of
the loss of such area on Tenant’s business. In the event that the laws governing the
Condemnation Proceedings provide separate compensation/benefits for lessees, Tenant shall be
entitled to such compensation and/or benefits provided that it does not diminish any award or
right to which Landlord is entitled. For purposes of this Lease, the term “Condemnation
Proceedings” shall mean a governmental taking of all or any part of the Demised Premises, and
shall include conveyances and grants made in anticipation of or in lieu of Condemnation
Proceedings.
18. TENANT’S DEFAULT. If Tenant defaults in the performance of any obligation
under this Lease, Landlord shall give notice to Tenant specifying the nature of the default.
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A. If Tenant does not, within thirty (30) days after receipt of the notice, cure
the default, or, if the default is of a nature that it cannot reasonably be cured within a period of
thirty (30) days, and Tenant does not commence the cure within the thirty (30) day period and
proceed thereafter with reasonable diligence and in good faith to cure the default, then after the
expiration of the thirty (30) day period Landlord shall have the right to pursue its legal
remedies.
B. If Tenant does not, within fifteen (15) days after receipt of the notice, cure
a default in the payment of rent or other charges properly due to Landlord, then after the
expiration of the fifteen (15) day period Landlord shall give a second notice to Tenant, and if
Tenant does not, within five (5) days after receipt of the second notice, cure the default, then
after the expiration of the second five (5) day period Landlord shall have the right to pursue its
legal remedies.
19. LANDLORD’S DEFAULT. If Landlord shall be in default hereunder, Tenant,
after thirty (30) days notice that Tenant intends to cure the default (or without notice if in
Tenant’s reasonable judgment an emergency shall exist), Tenant shall have the right, but not the
obligation, to cure the default, and Landlord shall pay to Tenant upon demand the cost thereof
within ten (10) days. If Landlord does not make such payments to Tenant within ten (10) days,
Tenant may offset the amount due from Landlord against any payments for rent or other
payments due Landlord, if any, and pursue its legal remedies. Except when in Tenant’s
reasonable judgment an emergency shall exist, Tenant shall not commence to cure any default of
a nature that could not reasonably be cured within a period of thirty (30) days, provided Landlord
shall have commenced to cure the default within the cure period and so long as Landlord
proceeds with reasonable diligence and in good faith to cure the default.
20. MUTUAL WAIVER OF SUBROGATION RIGHTS. Landlord and Tenant
and all parties claiming under them mutually waive, release and discharge each other from all
rights of recovery, causes of action, claims and liabilities arising from or caused by any cause,
casualty or hazard covered or required hereunder to be covered in whole or in part by insurance
on the Demised Premises and waive any right of subrogation which might otherwise exist in or
accrue to any person on account thereof. The foregoing waiver shall apply regardless of the
cause or origin of the claim, including but not limited to, the negligence of a party or that party’s
agents, officers, employees or contractors. Each party to the extent possible shall obtain, for
each policy of insurance, provisions permitting waiver of any claim against the other party for
loss or damage within the scope of the insurance and each party to the extent permitted, for itself
and its insurer, waives all such insured claims against the other party.
21. QUIET POSSESSION. Landlord covenants that it will put Tenant into complete
and exclusive possession of the Demised Premises, free from all orders, restrictions and notices
of any public or quasi-public authority, and that if Tenant shall pay the rental and perform all the
covenants and provisions of this Lease to be performed by Tenant, the Tenant shall, during the
Term, freely, peaceably and quietly occupy and enjoy the full possession of the Demised
Premises, and the tenements and appurtenances thereto belonging, and the rights and privileges
granted without hindrance. In addition, Landlord agrees to indemnify, defend, and hold Tenant
harmless from any and all claims seeking to prevent Tenant from quiet and complete possession
of the Demised Premises. If at any time during the term demised the title of the Landlord shall
Attachment number 5 \nPage 10 of 15
Item # 41
00428222-10
fail or for any reason it shall appear that Landlord is unable to make this Lease for the term on
the conditions set forth, the Tenant shall, in addition to all remedies available at law or in equity,
have the right at Landlord’s expense to correct any default and offset such amount against rent,
or terminate this Lease.
22. RENT PAYMENT. Tenant shall make rent checks payable to Augusta, Georgia,
and mail them to the address set forth in paragraph 31 or as otherwise directed by Landlord.
23. TENANT’S BUSINESS OPERATION. Landlord and Tenant agree that
nothing in this Lease shall be construed to imply that Tenant is required to conduct its business
in any particular manner or for any specified number of hours per day or week, or to limit the
number of hours per day or week that Tenant may operate in the Demised Premises, or as
creating an implied or expressed obligation upon Tenant to continuously occupy or operate a
business in the Demised Premises.
24. SURRENDER OF DEMISED PREMISES. Upon the expiration of this Lease,
Tenant shall peaceably surrender the Demised Premises to Landlord in the same condition in
which they were received from Landlord at the commencement of this Lease, except: (i) as
altered as permitted or required by this Lease; (ii) for repairs, replacements and maintenance
required to be performed by Landlord; (iii) for items covered by Landlord’s insurance; and (iv)
except for ordinary wear and tear. This Section 24 shall not apply to cancellation or termination
of this Lease pursuant to Section 13, DAMAGE TO DEMISED PREMISES, or pursuant to
Section 18, CONDEMNATION, pursuant to which Tenant shall have no obligation or liability to
Landlord. Tenant shall remove its property from the Premises within a reasonable time after the
Lease expiration (not to exceed thirty (30) days), without additional rent obligation.
25. LANDLORD’S CONSENTS AND APPROVALS. Whenever it is stated in this
Lease that Landlord’s consent or approval is required, Landlord agrees that such consent or
approval will not be unreasonably withheld or delayed. If, in any instance, Landlord refuses to
grant its consent or approval, Landlord agrees to simultaneously give Tenant written notice of
the reason(s) for such refusal. If Landlord’s consent or approval is not given or refused within
ten (10) days after Tenant’s written request therefore, such consent or approval shall be deemed
automatically granted.
26. ATTORNEYS’ FEES. If either party commences an action against the other
party arising out of or in connection with this Lease, the prevailing party shall be entitled to have
and recover from the losing party reasonable attorneys’ fees and costs of suit, including, but not
limited to, fees and costs of appeal.
27. RECORDING. In the event either party desires to record the existence of this
Lease, the parties agree to execute a Memorandum of Lease setting forth the Operating Term,
number of renewal option periods and length, if any, the description of the Demised Premises,
and any other terms and conditions of the Lease the parties wish to make of public record.
28. NO WAIVER. The failure of the Landlord or Tenant to insist upon the strict
performance of this Lease, or the failure of Landlord or Tenant to exercise any right, option or
remedy contained in this Lease shall not be construed as a waiver for the future of any such
Attachment number 5 \nPage 11 of 15
Item # 41
00428222-10
provision, right, option, or remedy, or as a waiver of any subsequent breach. No provision of
this Lease shall be deemed to have been waived unless such waiver shall be in writing signed by
the party to be charged.
29. TRUE LEASE. This Lease is intended as, and shall constitute, an agreement of
lease, and nothing herein shall be construed as conveying to the Tenant any right, title or interest
in or to the Demised Premises nor to any remainder or reversionary estates in the Demised
Premises held by any person, except, in each instance, as a Tenant. Under no circumstances
shall this Lease be regarded as an assignment of all of Landlord’s interests in and to the Demised
Premises. Instead Landlord and Tenant shall have the relationship between them of Landlord
and Tenant, pursuant to the provisions of this Lease.
30. HOLD OVER. Any holding over by Tenant beyond the original term of this
Lease shall be on the same terms and conditions as contained herein, and shall be a periodic
tenancy terminable by either party upon thirty (30) days prior written notice to the other party.
31. NOTICES. All notices required under this Lease shall be given and deemed to
have been properly served if delivered in writing personally, by certified mail, or by a nationally
recognized overnight carrier with signed proof of delivery to:
In case of the Landlord to:
Augusta-Richmond County
City County Municipal Building
530 Greene Street
Augusta, Georgia 30901
Attn: City Administrator
With a copy to:
Augusta-Richmond County
Legal Department
530 Greene Street
Augusta, Georgia 30901
Attn: General Counsel
In the case of Tenant to:
Augusta Riverfront, LLC
One 10th Street, Riverfront Center
Suite 340
Augusta, Georgia 30901
Attn: Mr. Paul S. Simon
With a copy to:
Hull Barrett, PC
801 Broad Street, 7th Floor
Augusta, Georgia 30901
Attn: Rand Hanna
or such other place or places as either of them may designate in writing to the other from time to
time in accordance with the provisions of this Section. Date of service of a notice served by mail
shall be the date on which such notice is received by the addressee. Date of service by any other
method shall be the date of receipt.
32. ESTOPPEL CERTIFICATES. Upon the reasonable request of either party,
Landlord and Tenant agree to execute and deliver to the other within ten (10) business days after
receipt of the request, a written instrument, (a) certifying that this Lease has not been modified
and is in full force and effect or, if there has been a modification of this Lease, that this Lease is
in full force and effect as modified, stating such modifications; (b) stating that the fixed monthly
rent has not been paid more than thirty (30) days in advance, or if so, the date to which it has
been paid; (c) stating whether or not, to the knowledge of the party executing the instrument, the
Attachment number 5 \nPage 12 of 15
Item # 41
00428222-10
other party hereto is in default and, if the party is in default, stating the nature of the default; and
(d) stating the date of this Lease.
33. SUBORDINATION, NON-DISTURBANCE AND ATTORNMENT. Tenant
agrees that this Lease shall, at Landlord’s request, be subject and subordinate to any first
mortgage or deed of trust hereafter placed upon the Demised Premises upon the condition that
the mortgagee or holder of a deed of trust enter into a Subordination, Non-Disturbance and
Attornment Agreement in a form mutually acceptable to Landlord, Tenant and the mortgagee or
holder.
34. TENANT PROPERTY. All Tenant’s personal property, furniture, furnishings,
signs, equipment, machinery, trade fixtures and trade uses located at the Demised Premises shall
remain the property of Tenant and may be removed from the Demised Premises at any time.
Landlord shall have no lien or other interest whatsoever in any such items and within ten (10)
days following Tenant’s request, Landlord shall execute documents in reasonable form to
evidence Landlord’s waiver of any right, title, lien, or interest in or to same.
35. INVALIDITY OF CERTAIN PROVISIONS. If any provisions of this Lease
shall be invalid or unenforceable, the remainder of the provisions of this Lease shall not be
affected and every other provision of this Lease shall be enforceable to the fullest extent
permitted by law.
36. FORCE MAJEURE. If either party shall be prevented or delayed from
punctually performing any obligation or satisfying any condition under this Lease by: (a) any
strike, lockout, or labor dispute not caused by the negligence non-performing party or breach of a
labor contract by the non-performing party; (b) the inability to obtain labor or materials not
resulting in any way from the negligence or any act or omission of the non-performing party; (c)
and Act of God; (d) governmental restrictions; regulations or controls not existing as of the date
of this Lease; (e), enemy or hostile governmental action; (f) civil commotion, insurrection,
sabotage, fire or other casualty not resulting from the non-performing party’s negligence or other
actions; or, (g) any other condition beyond the reasonable control of the responsible party, then
the time to perform the obligation or satisfy the condition shall be extended for a period of time
equal in length to the length of the event.
37. GOVERNING LAW. This Lease shall be construed in accordance with the laws
of the state Georgia, with venue being in Augusta-Richmond County, Georgia without giving
regard to its conflict of laws.
38. SUBMISSION TO VENUE AND JURISDICTION. Any legal action or
proceeding with respect to this Lease shall be brought in the appropriate federal or state court
located in the state where the Demised Premises are located. By execution and delivery each
party hereto accepts for itself and in respect of its property, generally and the jurisdiction of the
above-reference courts.
39. CAPTIONS. All captions and headings are for convenience of reference only
and in no way shall be used to construe or modify the provisions set forth in this Lease.
Attachment number 5 \nPage 13 of 15
Item # 41
00428222-10
40. ENTIRE AGREEMENT. This Lease, its attachments, any duly executed
amendments, the documents incorporated into the Lease by reference, any written agreements
which are duly executed pursuant to the terms and provisions of this Lease, if any, and the
CORE Agreement contain the entire agreement between the parties and there are no covenants,
express or implied except as contained herein. No statement, promise or inducement made by
either party or agent of either party that is not contained in this written agreement shall be valid
or binding. No waiver of any condition or covenant of this Lease by either party shall be deemed
to imply or constitute a further waiver of the same or any other condition or covenant of the
Lease. During the term of this Lease, Article VI of the CORE Agreement shall be suspended,
but said Article VI shall revive and remain in full force and effect upon any expiration of this
Lease.
41. BINDING EFFECT. This Lease, as of the Effective Date, shall bind and inure
to the benefit of the parties hereto, their heirs, successors, executors, administrators, and assigns.
[EXECUTION ON FOLLOWING PAGE]
Attachment number 5 \nPage 14 of 15
Item # 41
00428222-10
IN WITNESS WHEREOF, the parties hereto have executed this Lease under seal in
multiple counterparts, each of original document, on the day and year first above written.
Signed, sealed and delivered in the
presence of:
________________________
Unofficial Witness
________________________
Notary Public
(Notary Seal)
Augusta, Georgia
By:________________________
Its Mayor
Attest:______________________
Its Clerk of Commission
(Seal)
Signed, sealed and delivered in the
presence of:
________________________
Unofficial Witness
________________________
Notary Public
(Notary Seal)
Augusta Riverfront, LLC, a Georgia limited
liability company
By:________________________
Paul S. Simon
As its President
(Seal)
Attachment number 5 \nPage 15 of 15
Item # 41
1
STATE OF GEORGIA
COUNTY OF RICHMOND
LIMITED WARRANTY DEED
THIS INDENTURE, made this ___ day of ____________, 2011, by and between 933 BROAD
INVESTMENT CO., LLC, a Georgia limited liability company, as party of the first part (herein called
“Grantor”), and AUGUSTA, GEORGIA, a public body corporate and politic of the State of Georgia, as party
of the second part (herein called “Grantee”) (the words “Grantor” and “Grantee” shall include their respective
heirs, successors and assigns where the context requires or permits);
W I T N E S S E T H:
GRANTOR, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid at
and before the sealing and delivery of these presents, the receipt whereof is hereby acknowledged, has granted,
bargained, sold, aliened, conveyed and confirmed and by these presents does grant, bargain, sell, alien, convey
and confirm unto said Grantee, all those property rights lying and being in Augusta, Richmond County,
Georgia, and being more particularly described on Exhibit “A” attached hereto and by this reference made a
part hereof, together with any and all improvements, and fixtures located thereon or attached thereto, and all
rights, easements and benefits appurtenant thereto (hereinafter referred to as the “Property”), subject to current
taxes and assessments not yet due and payable, all easements, rights of way, covenants, conditions, restrictions,
and other matters of record, zoning ordinances, rights of tenants and parties in possession and any state of facts
that would be disclosed by a current accurate survey of the Property ("Permitted Encumbrances").
TO HAVE AND TO HOLD the Property to the same being, belonging, or in anywise appertaining, to
the only proper use, benefit and behoof of Grantee forever in FEE SIMPLE.
AND Grantor shall and will warrant and forever defend by virtue of these presents, the Property unto
Grantee against Grantor and all persons owning, holding or claiming by, through or under Grantor, except for
claims arising under or by virtue of the Permitted Encumbrances.
Attachment number 6 \nPage 1 of 3
Item # 41
2
EXECUTED under seal the day and year first above written.
Signed, sealed and delivered in the
presence of:
________________________
Unofficial Witness
________________________
Notary Public
(Notary Seal)
933 BROAD INVESTMENT CO., LLC, a
Georgia limited liability company
By:________________________
Paul S. Simon
As its President
(Seal)
Attachment number 6 \nPage 2 of 3
Item # 41
3
Exhibit “A”
The exclusive and perpetual right of possession and occupancy of, the exclusive and perpetual right to
floor and to cover over and to build and construct over, in or upon the entire space or area situate at a height
above a horizontal plane of 149.25 feet above mean sea level and below a horizontal plane of 199.25 feet
above mean sea level as determined by reference to the United States Coast and Geodetic Survey Benchmark
Elevation of 135.748 feet above mean sea level located at the Georgia Geodetic Monument #14-R-3 north
1,262,402.48, east 563,401.17 in the parkway on Greene Street between Fourth and Fifth Streets in the City of
Augusta, Richmond County, Georgia, directly over and above the land described as follows:
All that lot, tract or parcel of land situate, lying and being in Richmond County, Georgia, being
depicted as “N/F 933 Broad Investment Co. LLC” containing 1.25 acres, more or less (the “Land”), on
that certain Compiled Map of Proposed Reynolds Street Parking Deck for Augusta, Georgia by John
Thomas Attaway, GA RLS No. 2512, of Cranston Engineering Group, P.C., dated November 1, 2010,
and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia in Plat
Cabinet ___, Slide _____ # ____ (“Plat”). Reference is hereby made to said Plat for a more complete
and accurate description as to the metes, bounds, courses, distances and location of said property.
The above described air rights parcel is less and except and subject to the rights of others to the
exclusive and perpetual possession and occupancy of, and the exclusive and perpetual right to, floor and cover
over and build and construct over, in or upon the entire space or area situate at a height above a horizontal
plane of 199.25 feet above mean sea level as determined by reference to the United States Coast and Geodetic
Survey Benchmark Elevation of 135.748 feet above mean sea level located at the Georgia Geodetic Monument
#14-R-3 north 1,262,402.48, east 563,401.17 in the parkway on Greene Street between Fourth and Fifth
Streets in the City of Augusta, Richmond County, Georgia, directly over and above the land described above.
The above described air rights parcel is less and except and subject to the rights of others to the
exclusive and perpetual possession and occupancy of, and the exclusive and perpetual right to, floor and cover
over and build and construct over, in or upon the entire space or area situate at a height below a horizontal
plane of 149.25 feet above mean sea level as determined by reference to the United States Coast and Geodetic
Survey Benchmark Elevation of 135.748 feet above mean sea level located at the Georgia Geodetic Monument
#14-R-3 north 1,262,402.48, east 563,401.17 in the parkway on Greene Street between Fourth and Fifth
Streets in the City of Augusta, Richmond County, Georgia, directly over and above the land described above.
TOGETHER WITH a perpetual, non-exclusive access easement for vehicular and pedestrian access to the
Property over all entrance driveway(s) and access ramp(s) currently existing on the Land, as such may be
relocated from time to time. The easement granted herein shall continue so long as the parking facilities
continue to exist.
TOGETHER WITH a non-exclusive, perpetual easement for support for all columns, walls and other support
structures located on the Land. The easement granted herein shall continue so long as the parking facilities
continue to exist.
Attachment number 6 \nPage 3 of 3
Item # 41
00468294-3
1
Prepared by and after recording, please return to:
Seyfarth Shaw LLP
1075 Peachtree Street, N.E., Suite 2500
Atlanta, Georgia 30309
Attn: Lori H. Whitfield, Esq.
Cross Reference to instruments recorded at:
Deed Book 01019, Page 1326
Deed Book 01019, Page 1367
Deed Book 01041, Page 2155
Deed Book 01141, Page 2119
Deed Book 01019, Page 1440
Deed Book 01264, Page 1045
Richmond County, Georgia records
STATE OF GEORGIA
COUNTY OF RICHMOND
QUITCLAIM DEED
AND PARTIAL RELEASE
THIS QUITCLAIM DEED AND PARTIAL RELEASE (this “Partial Release”) is effective as of this
___ day of _______________, 2012, between WELLS FARGO BANK, N.A., a national banking association,
successor by merger to WACHOVIA BANK, NATIONAL ASSOCIATION (“Lender”), having a mailing
address of 2030 Main Street, Suite 800, Irvine, California 92614, Attention: Kim Taylor, Loan
Administrator, and 933 BROAD INVESTMENT CO, LLC, a Georgia limited liability company
(“Guarantor”), with the mailing address of c/o Azalea Development, LLC, 725 Broad Street, Augusta,
Georgia 30901, Attention: William S. Morris IV (“Lender” and “Guarantor” to include the plural as well as
the singular, and heirs, legal representatives, successors and assigns, where the context so requires or admits).
W I T N E S S E T H
WHEREAS, Lender has made certain loans (the “Loans”) to Augusta Riverfront, LLC (“Borrower”),
which Loans are unpaid and are currently evidenced by (i) that certain Promissory Note made by Borrower in
the original principal amount of $78,500,000 dated September 27, 2005 and (ii) that certain Promissory Note
made by Borrower in the original principal amount of $13,500,000 dated February 17, 2006 (collectively, the
“Notes”).
WHEREAS, Guarantor has guaranteed Borrower’s indebtedness and obligations under the Notes and
the Loans pursuant to that certain Guaranty Agreement dated September 27, 2005 (as the same has been
heretofore amended and reaffirmed, the “Guaranty”).
WHEREAS, Guarantor has secured its obligations under the Guaranty with the following instruments:
Attachment number 7 \nPage 1 of 4
Item # 41
00468294-3
2
(i) that Deed to Secure Debt, Assignment of Rents and Leases, and Security
Agreement dated as of September 27, 2005 made by Guarantor for the benefit of
Lender and recorded October 14, 2005 in Office of the Clerk of the Superior Court,
Richmond County, Georgia (the “Official Records”) in Deed Book 01019, Page 1326,
as the same has been modified and amended by that certain First Modification of Deed
to Secure Debt, Security Agreement, Financing Statement and Fixture Filing, and First
Modification of Assignment of Rents and Leases dated February 17, 2006 and
recorded in the Official Records on March 2, 2006 in Deed Book 01041, Page 2155
(the “First Modification”), as further modified and amended by that certain Second
Modification of Deed to Secure Debt, Security Agreement, Financing Statement and
Fixture Filing, and Second Modification of Assignment of Rents and Leases dated
August 23, 2007 and recorded in the Official Records on September 7, 2007 in Deed
Book 01141, Page 2119 (the “Second Modification”; said deed to secure debt, as
modified by the First Modification and the Second Modification is hereinafter
collectively referred to as the “Security Deed”);
(ii) that certain Assignment of Rents and Leases dated as of September 27, 2005 made
by Guarantor for the benefit of Lender and recorded in the Official Records on
October 14, 2005 in Deed Book 01019, Page 1367, as the same has been modified by
the First Modification and Second Modification (said assignment of rents and leases as
modified by the First Modification and the Second Modification is hereinafter
collectively referred to as the “ALR”); and
(iii) that UCC Financing Statement recorded in the Official Records on September
27, 2005, in Deed Book 01019, Page 1440, as continued by that UCC Financing
Statement Amendment recorded in the Official Records on June 22, 2010, in Deed
Book 01264, Page 1045 (as continued, the “UCC”).
The foregoing documents, instruments and agreements, together will all other documents, instruments and
agreements evidencing, securing or otherwise relating to the Loans, as any of same may have been amended,
modified, supplemented, restated, extended, spread, renewed and/or consolidated, are hereinafter collectively
referred to as the “Loan Documents”.
WHEREAS, Lender is the current holder of the Loan Documents and all indebtedness secured
thereby.
WHEREAS, at Guarantor’s request, Lender has agreed to release the Release Parcel (as defined
hereinbelow), BUT ONLY THE RELEASE PARCEL, from the lien, security interests, operation and effect
created under and by virtue of the Loan Documents, and desires to evidence and confirm said agreement by
executing and delivering this Partial Release.
WHEREAS, except for the Release Parcel (which is being released from the lien of the Loan
Documents), the Loans are outstanding and unpaid, the Loan Documents remain in full force and effect, with
all property, land, easements, improvements, fixtures and personal property described in the Loan Documents
(collectively, the “Mortgaged Property”) continuing to secure the Guaranty and the Loans and subject to the
lien(s) of the Loan Documents. THIS IS ONLY A PARTIAL RELEASE OF LIEN AND RELEASES ONLY
PART OF THE MORTGAGED PROPERTY COVERED BY THE LOAN DOCUMENTS.
NOW THEREFORE, in consideration of the premises and TEN DOLLARS in-hand paid to Lender,
and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged,
Lender does hereby remise, release, quitclaim and set over unto Guarantor and its heirs, successors and assigns
forever the following property (the “Release Parcel”):
Attachment number 7 \nPage 2 of 4
Item # 41
00468294-3
3
The exclusive and perpetual possession and occupancy of, and the exclusive and perpetual right to,
floor and cover over and build and construct over, in or upon the entire space or area situate at a height
above a horizontal plane of 151.05 feet above mean sea level and below a horizontal plane of
216.10 feet above mean sea level as determined by reference to the United States Coast and Geodetic
Survey Benchmark Elevation of 134.948 feet above mean sea level located at the Georgia Geodetic
Monument #14-R-3 north 1,262,402.48, east 563,401.17 in the parkway on Greene Street between
Fourth and Fifth Streets in the City of Augusta, Richmond County, Georgia, directly over and above
the land described as follows:
All that lot, tract or parcel of land situate, lying and being in the 87th G.M.D, Augusta, Richmond
County, Georgia, being depicted as “Tract 3” containing 0.83 acre, more or less, on that certain plat of
the Reynolds Street Parking Deck for Augusta, Georgia; 933 Broad Investment Co., LLC; and
Augusta, Georgia Land Bank Authority by John Thomas Attaway, GA RLS No. 2512, of Cranston
Engineering Group, P.C., dated February 2, 2012, and recorded in the Office of the Clerk of Superior
Court of Richmond County, Georgia in Plat Cabinet ___, Slide _____ # ____.
Portion of TMP Nos. 037-3-066-01-0; 037-3-066-00-0; 037-3-177-00-0; 037-3-069-00-0; and 037-3-
070-00-0.
but only the Release Parcel, together with all hereditaments and appurtenances thereunto belonging,
and all right, title and interest of Lender in and to the same, BUT WITHOUT, HOWEVER, in any manner
releasing or relinquishing the lien, security interests, operation or effect of the Loan Documents on the
Mortgaged Property (other than the Release Parcel) and all other property, land, easements, improvements,
fixtures and personal property described therein.
THIS IS A PARTIAL RELEASE OF LIEN, and except for the Release Parcel, the liens and
obligations of the Loan Documents continue in full force and effect on the Mortgaged Property as described in
the Loan Documents. Lender reaffirms, and by its acceptance hereof Guarantor reaffirms, that the
indebtedness under the Loan Documents has not been paid and remains outstanding and ratify and affirm the
liens held by Lender under the Loan Documents (other than for the Release Parcel, which is released by this
Partial Release).
All terms covenants, conditions and provisions of the Partial Release are binding upon Lender and its
heirs, legal representatives, successors and assigns, and all other parties in interest.
This Partial Release is governed by, and shall be construed and enforced in accordance with, the laws
of the State of Georgia.
TO HAVE AND TO HOLD the Release Parcel to Guarantor, so that neither Lender nor any person or
persons claiming under Lender, shall at any time, by any means or ways, have, claim or demand any right to
title to the Property or its appurtenances.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK; SIGNATURE PAGE FOLLOWS]
Attachment number 7 \nPage 3 of 4
Item # 41
00468294-3
4
IN WITNESS WHEREOF, Lender has executed this instrument the day and year first above written.
Signed, sealed and delivered in the
presence of:
Unofficial Witness
Notary Public
My Commission Expires:
[Notarial Seal]
Lender:
WELLS FARGO BANK, N.A., a national banking
association, successor by merger to WACHOVIA
BANK, NATIONAL ASSOCIATION
By: ______________________________
Name: Brandon Cox
Title: Senior Vice President
[BANK SEAL]
Attachment number 7 \nPage 4 of 4
Item # 41
1
00467896-6
Seyfarth Shaw Revision 6/3/12
Version 6
___________________________________________________________________________________
Space above this line for recorder’s use
DEED WITH RESERVATION OF
EASEMENTS AND OTHER RIGHTS
THIS INDENTURE (this “Deed”), made this ___ day of ____________, 2012, by and between 933
BROAD INVESTMENT CO, LLC, a Georgia limited liability company, as party of the first part (herein called
“Developer”), and AUGUSTA, GEORGIA LAND BANK AUTHORITY, as party of the second part (herein
called the “Authority”) (the words “Developer” and “Authority” shall include their respective heirs, successors
and assigns where the context requires or permits);
W I T N E S S E T H:
DEVELOPER, for and in consideration of the sum of Ten and No/100 Dollars ($10.00) in hand paid
at and before the sealing and delivery of these presents, the receipt whereof is hereby acknowledged, has
granted, bargained, sold, aliened, conveyed and confirmed and by these presents does grant, bargain, sell, alien,
convey and confirm unto the Authority, all that tract and parcel of land being in Augusta, Richmond County,
Georgia, and being more particularly described on Exhibit “A” attached hereto and by this reference made a
part hereof (hereinafter referred to as the “Property”), subject to current taxes and assessments not yet due and
payable, that certain Deed to Secure Debt, Assignment of Rents and Leases, and Security Agreement from
Developer to Wachovia Bank, N.A., dated September 27, 2005 and recorded in the real estate records of
Richmond County, Georgia at Book 01019, Page 1326, as the same has been amended, and that certain
Assignment of Rents and Leases from Developer to Wachovia Bank, N.A. dated September 27, 2005 and
recorded in the real estate records of Richmond County, Georgia at Book 01019, Page 1367, as the same has
been amended, all easements, rights of way, covenants, conditions, restrictions, and other matters of record,
zoning ordinances, rights of tenants and parties in possession, that certain Reynolds Street Parking Deck
Construction, Operating, and Reciprocal Easement Agreement (the “CORE Agreement”) of even date, the
easements and rights reserved herein, and any state of facts that would be disclosed by a current accurate
survey of the Property (“Permitted Encumbrances”).
TO HAVE AND TO HOLD the Property to the same being, belonging, or in anywise appertaining, to
the only proper use, benefit and behoof of the Authority forever in FEE SIMPLE.
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00467896-6
EXECUTED under seal the day and year first above written.
Signed, sealed and delivered in the
presence of:
________________________
Unofficial Witness
________________________
Notary Public
(Notary Seal)
933 BROAD INVESTMENT CO, LLC, a
Georgia limited liability company
By:________________________
Paul S. Simon
As its President
(Seal)
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The Authority accepts this Deed and agrees to the easements, rights, terms and conditions contained in
this Deed under seal the day and year first above written.
Signed, sealed and delivered in the
presence of:
________________________
Unofficial Witness
________________________
Notary Public
(Notary Seal)
Augusta, Georgia Land Bank Authority
By:________________________
As its Chairman
Attest:______________________
As its Land Bank Coordinator
(Seal)
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Exhibit “A”
All that lot, tract or parcel of land (the “Land”) situate, lying and being in the 87th G.M.D, Augusta,
Richmond County, Georgia, being depicted as “Tract 3” containing 0.83 acre, more or less, on that certain plat
of the Reynolds Street Parking Deck for Augusta, Georgia; 933 Broad Investment Co., LLC; and Augusta,
Georgia Land Bank Authority by John Thomas Attaway, GA RLS No. 2512, of Cranston Engineering Group,
P.C., dated February 2, 2012, and recorded in the Office of the Clerk of Superior Court of Richmond County,
Georgia in Plat Cabinet ___, Slide _____ # ____ (“Plat”).
LESS AND EXCEPT and subject to the rights of others to exclusive and perpetual right of possession
and occupancy of, the exclusive and perpetual right to floor and to cover over and to build and construct over,
in or upon the entire space or area situate at a height above a horizontal plane of 151.05 feet above mean sea
level and below a horizontal plane of 216.10 feet above mean sea level as determined by reference to the
United States Coast and Geodetic Survey Benchmark Elevation of 134.948 feet above mean sea level located
at the Georgia Geodetic Monument #14-R-3 north 1,262,402.48, east 563,401.17 in the parkway on Greene
Street between Fourth and Fifth Streets in the City of Augusta, Richmond County, Georgia, directly over and
above the Land. Said air rights parcel was conveyed to Augusta, Georgia by deed of Grantor of even date and
recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia, prior to the recordation of
this Deed (the “City Air Rights Property”).
LESS AND EXCEPT and subject to the rights of others to the exclusive and perpetual possession and
occupancy of, and the exclusive and perpetual right to, floor and cover over and build and construct over, in or
upon the entire space or area situate at a height above a horizontal plane of 216.10 feet above mean sea
level as determined by reference to the United States Coast and Geodetic Survey Benchmark Elevation of
134.948 feet above mean sea level located at the Georgia Geodetic Monument #14-R-3 north 1,262,402.48,
east 563,401.17 in the parkway on Greene Street between Fourth and Fifth Streets in the City of Augusta,
Richmond County, Georgia, directly over and above the Land. Title to said air rights parcel is hereby reserved
to Grantor.
Portion of TMP Nos. 037-3-066-01-0; 037-3-066-00-0; 037-3-177-00-0; 037-3-069-00-0; and 037-3-
070-00-0.
SUBJECT TO AND RESERVING THEREFROM THE FOLLOWING EASEMENTS AND
RIGHTS:
Easements Reserved in Favor of Developer. The parties intend that Developer, as the owner of the
land described in Exhibit “B” hereto (the “Developer Property”), retains, at no rental or other charge, the
perpetual right of possession, use and occupancy of the Property in the broadest sense for parking, access,
commercial and residential use and occupancy, and all other lawful purposes, subject only to the agreements
and restrictions set forth in the CORE Agreement. Accordingly, Developer reserves easements in perpetuity
for the use and benefit of the owner of the Developer Property over all portions of the Property, subject to the
CORE Agreement, for (i) the parking of passenger and commercial vehicles on all parking spaces now or
hereafter located on the Property, on an exclusive basis; (ii) pedestrian and vehicular ingress and egress to and
from the public streets and sidewalks over all portions of the Property; (iii) the possession, use, and occupancy
of the Property; (iv) the re-configuration, demolition of improvements, erection of new improvements,
modification, construction, use, occupancy, leasing, operation, and maintenance of retail or office space or any
other type of commercial or residential use not prohibited by law; (v) the construction, use, repair, and
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00467896-6
maintenance of footings, supports and utility lines (electric, communication, water, sewer, storm water, and
gas, to the extent now or hereafter desirable by Developer); (vi) all other uses of the Property not prohibited by
law; and (vii) all rights, benefits and easements of Developer under the CORE Agreement. Neither the
Authority nor any person or entity acting through the Authority shall enter into or make any use of the Property
or any portion thereof in a manner that would impact or interfere with Developer’s, or any successor owner of
the Developer Property, exercise of its rights and easements reserved in this Deed, without the express and
prior written consent of Developer. Developer shall not be required to obtain any consent of the Authority or
provide any notice to the Authority prior to the exercise of its rights reserved in this Deed. The foregoing
rights and easements shall run with the land for the benefit of the owner of the Developer Property and burden
the Property, such being intended to be rights and easements appurtenant to the Developer Property and not in
gross.
Binding Effect; Etc. Developer, or any successor owner of the Developer Property, shall have the right
to extend to its tenants, customers, business guests and invitees the benefit of the rights and easements
established in this Deed, but no such tenant, customer, business guest or invitee shall by virtue thereof be
deemed to have acquired any interest whatsoever in the Property or any part thereof. The benefits and burdens
of the easements and restrictions created in this Deed shall run with the land and shall be binding upon and
inure to the benefit of the owners of all interests in the Property (and all subdivided portions thereof) and the
Developer Property and their respective heirs, executors, successors-in-title, tenants, and assigns, and all those
holding under any of them. The easements, restrictions and obligations contained in this Deed shall be
unaffected by any change in the ownership of any property covered by this Deed or the Developer Property or
by any change of use, demolition, reconstruction, expansion or other circumstances, except as specified in this
Deed. Each of the rights created hereunder may be enforceable in a court of equity by the owner of any
property covered by this Deed. It is the express intent of the parties hereto that the easements reserved in this
Deed shall not, at any time, merge by operation of law into any owner’s title or interest in any parcel, but that
the easements reserved in this Deed shall remain separate and distinct rights and estates in land unless the
owner(s) of all affected parcels specifically evidence their intent by mutual agreement in writing to extinguish
any such easement. It is further expressly provided that the acquisition hereafter by any other party (including,
without limitation, a present or future mortgagee of any parcel or any portion thereof) of an ownership interest
(in fee, leasehold, or otherwise) shall not operate, by merger or otherwise, to extinguish, diminish, impair, or
otherwise affect any easement granted herein, which easements shall remain separate and distinct estates in
land. Developer shall have the right to encumber, pledge, mortgage, grant security title to, grant a security
interest in, convey, transfer, assign, and subdivide and convey to one or multiple parties, all or any portion of
the easements and rights reserved in this Deed.
Perpetual Easements. The easements reserved in this Deed shall continue in perpetuity. The parties
expressly acknowledge and agree that the purpose of this Deed is the reservation and establishment of the
easements, rights and privileges set forth herein, and none of the terms or provisions of this Deed shall be or be
deemed to be “covenants restricting land to certain uses” for purposes of O.C.G.A. § 44-5-60, or any similar
law or statute, and each party (knowingly, willingly and upon the advice of legal counsel) expressly forever
waives, releases and discharges any right that either party now has or ever may have to claim or assert in any
legal or other circumstances that any of the easements or other terms or provisions of this Deed are in any way
covered or limited by said section or any similar law or statute.
Option to Re-Acquire the Property. In the event Augusta, Georgia fails to rebuild after damage to the
parking deck located on the City Air Rights Property, above the Property and the CORE Agreement terminates
pursuant to Section 5.3 thereof, Developer, together with its successors and assigns as owners of the Developer
Property, shall have a perpetual option to acquire fee simple title to the Property for its fair market value, as
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Item # 41
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00467896-6
determined by an appraisal complying with the laws of Georgia with respect to the sale of government owned
property and taking into account the diminution in value of the Property on account of the easements reserved
by Developer in this Deed. In the event Developer exercises its option to acquire the Property, the Authority
shall reasonably cooperate with Developer in obtaining such appraisal and all necessary approvals for such
conveyance of the Property to Developer. Furthermore, Developer, for itself and its successors and assigns as
owners of the Developer Property, reserves for itself and its successors and assigns, and expressly does not
transfer to the Authority, the option to acquire the City Air Rights Property after a casualty pursuant to Section
5.3 of the CORE Agreement.
Amendment and Waiver. No amendment of any provision of this Deed shall be valid unless the same
shall be in writing and signed by Developer and the Authority (or their successors in title to the Property) and
duly indexed and recorded in the Office of the Clerk of Superior Court of Augusta, Richmond County,
Georgia. No waiver by any party of any provision of this Deed, whether intentional or not, shall be valid unless
the same shall be in writing and signed by the party making such waiver nor shall such waiver be deemed to
extend to any subsequent default, misrepresentation, or breach of warranty or covenant under this Deed or
affect in any way any rights arising by virtue of any prior or subsequent such occurrence.
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00467896-6
Exhibit “B”
“Developer Property”
All that lot, tract or parcel of land situate, lying and being in the 87th G.M.D, Augusta, Richmond County,
Georgia, being depicted as “Tract 3” containing 0.83 acre, more or less, on that certain Plat of the Reynolds
Street Parking Deck for Augusta, Georgia; 933 Broad Investment Co., LLC; and Augusta, Georgia Land Bank
Authority by John Thomas Attaway, GA RLS No. 2512, of Cranston Engineering Group, P.C., dated February
2, 2012, and recorded in the Office of the Clerk of Superior Court of Richmond County, Georgia in Plat
Cabinet ___, Slide _____ # ____.
AND
All those lots, tracts, or parcels of land situate, lying and being in the 87th G.M.D, Augusta, Richmond
County, Georgia, being depicted as “Tract 4” containing 0.41 acre, more or less, and “Tract 4A” containing
0.01 acre, more or less, on that certain Plat of the Reynolds Street Parking Deck for Augusta, Georgia; 933
Broad Investment Co., LLC; and Augusta, Georgia Land Bank Authority by John Thomas Attaway, GA RLS
No. 2512, of Cranston Engineering Group, P.C., dated February 2, 2012, and recorded in the Office of the
Clerk of Superior Court of Richmond County, Georgia in Plat Cabinet ___, Slide _____ # ____.
LESS AND EXCEPT:
The exclusive and perpetual right of possession and occupancy of, the exclusive and perpetual right to
floor and to cover over and to build and construct over, in or upon the entire space or area situate at a height
above a horizontal plane of 151.05 feet above mean sea level and below a horizontal plane of 216.10 feet
above mean sea level as determined by reference to the United States Coast and Geodetic Survey Benchmark
Elevation of 134.948 feet above mean sea level located at the Georgia Geodetic Monument #14-R-3 north
1,262,402.48, east 563,401.17 in the parkway on Greene Street between Fourth and Fifth Streets in the City of
Augusta, Richmond County, Georgia, directly over and above the land described as follows:
All that lot, tract or parcel of land situate, lying and being in the 87th G.M.D, Augusta, Richmond
County, Georgia, being depicted as “Tract 3” containing 0.83 acre, more or less, on that certain Plat
of the Reynolds Street Parking Deck for Augusta, Georgia; 933 Broad Investment Co., LLC; and
Augusta, Georgia Land Bank Authority by John Thomas Attaway, GA RLS No. 2512, of Cranston
Engineering Group, P.C., dated February 2, 2012, and recorded in the Office of the Clerk of Superior
Court of Richmond County, Georgia in Plat Cabinet ___, Slide _____ # ____.
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Commission Meeting Agenda
7/17/2012 5:00 PM
Affidavit
Department:Clerk of Commission
Caption:Motion to authorize execution by the Mayor of the affidavit of
compliance with Georgia's Open Meeting Act.
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are Available
in the Following
Accounts:
REVIEWED AND APPROVED BY:
Cover Memo
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