HomeMy WebLinkAbout2021-11-30 Meeting Minutes Administrative Services Committee Meeting Commission Chamber - 11/30/2021
ATTENDANCE:
Present: Hons. Hardie Davis, Jr., Mayor; Scott, Vice Chairman; Frantom
and B. Williams, members.
Absent: Hon. Hasan, Chairman.
ADMINISTRATIVE SERVICES
1. Motion to approve three additional employee incentive programs. Item
Action:
Approved
Motions
Motion
Type Motion Text Made By Seconded By Motion
Result
Approve
Motion to
approve.
Motion Passes 3-0.
Commissioner
Bobby Williams
Commisioner
Sean Frantom Passes
2. Motion to approve Housing and Community Development’s (HCD) request to
use $100,000 CDBG program income and $100,000 HOME program income
to offset allocable administrative expenses (i.e. utilities, repairs and
maintenance, security, etc.) that have been paid from HCD’s operating budget.
Item
Action:
Approved
Motions
Motion
Type Motion Text Made By Seconded By Motion
Result
Approve
Motion to
approve.
Motion Passes 3-0.
Commisioner
Sean Frantom
Commissioner
Bobby Williams Passes
3. Motion to approve the minutes of the Administrative Services Committee held
on November 9, 2021.
Item
Action:
Approved
Motions
Motion
Type Motion Text Made By Seconded By Motion
Result
Approve
Motion to
approve.
Motion Passes 3-0.
Commisioner
Sean Frantom
Commissioner
Bobby Williams Passes
4. Motion to approve Housing and Community Development Department’s
(HCD's) request to provide HOME funding to rehabiliate one (1) low to
moderate income rental unit for occupancy by a low to moderate income
family.
Item
Action:
Approved
Motions
Motion
Type Motion Text Made By Seconded By Motion
Result
Approve
Motion to
approve.
Motion Passes 3-0.
Commisioner
Sean Frantom
Commissioner
Bobby Williams Passes
5. Receive as information the emergency roof replacement at the Animal
Services Building in the amount of $61,880.00 by Hixon Roofing.
Item
Action:
Approved
Motions
Motion
Type Motion Text Made By Seconded By Motion
Result
Approve
Motion to
approve.
Motion Passes 3-0.
Commisioner
Sean Frantom
Commissioner
Bobby Williams Passes
6. Receive as information the emergency roof replacement at the Aquatic Center
in the amount of $275,715.00 by Hixon Roofing.
Item
Action:
Approved
Motions
Motion
Type Motion Text Made By Seconded By Motion
Result
Approve
Motion to
approve.
Motion Passes 3-0.
Commisioner
Sean Frantom
Commissioner
Bobby Williams Passes
7. Motion to approve Augusta Employee Mental Health Day 2021 on December
20, 2021.
Item
Action:
Approved
Motions
Motion
Type Motion Text Made By Seconded By Motion
Result
Approve
Motion to approve with
the Mental Health Day
to be on December 22,
2021.
Motion Passes 3-0.
Commisioner
Sean Frantom
Commissioner
Bobby
Williams
Passes
8. As committed the Administrator brings forth a transparency dashboard, that
initially consists of SPLOST 8 approved projects and TIA 2022 projects. As it
develops, the Build Augusta dashboard will highlight financial transparency
and project progress while giving insight into project budgets, expenditures,
revenues, and construction progress on through completion. The dashboard
will also provide real time photos of progress for each project and will be
updated quarterly to show project spending. The dashboard includes an
interactive map that allows users to scroll over various communities to see
project location, funding, and timeline. Users will also be able to click on a
specific project on the map and be taken to the full project description and all
details associated with the project. Build Augusta is a simple and easy
dashboard that will keep the citizens of Augusta-Richmond County up to
speed on how and where their dollars are being spent.
Item
Action:
Approved
Motions
Motion
Type Motion Text Made By Seconded By Motion
Result
Approve
Motion to
approve.
Motion Passes 3-0.
Commisioner
Sean Frantom
Commissioner
Bobby Williams Passes
9. Presentation: Proposed Programming in Support of Affordable Housing,
Financial Literacy, and Access to Small Business Capital (Administrator).
Item
Action:
Approved
Motions
Motion
Type Motion Text Made By Seconded By Motion
Result
Approve Commissioner
Bobby Williams
Commisioner
Sean Frantom
Passes
Motion to
approve.
Motion Passes 3-0.
10. Presentation by Ms. LaSonya Grandstaff regarding mental health crisis
facing Augusta with limited resource and facilities.
Item
Action:
Approved
Motions
Motion
Type Motion Text Made By Seconded By Motion
Result
Approve
Motion to approve
receiving this item as
information.
Motion Passes 3-0.
Commissioner
Bobby Williams
Commisioner
Sean Frantom Passes
11. Motion to approve and authorize Augusta Convention Center Management,
LLC to expend $38,800 for the upgrade of the lighting system at the Augusta
Convention Center. Based on the management agreement, approval of
expenditures above the $20,000 threshold require Commission approval.
The lighting system request impacts convention center visitor usage and
revenues.
Item
Action:
Approved
Motions
Motion
Type Motion Text Made
By
Seconded
By
Motion
Result
Unanimous consent is given to
add this item to the agenda.
Motions
Motion
Type Motion Text Made By Seconded By Motion
Result
Approve
Motion to
approve.
Motion Passes 3-0.
Commissioner
Bobby Williams
Commissioner
Francine Scott Passes
www.augustaga.gov
Administrative Services Committee Meeting
11/30/2021 1:10 PM
Attendance 11/30/21
Department:
Presenter:
Caption:
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are
Available in the
Following
Accounts:
REVIEWED AND APPROVED BY:
October 29, 2021
Augusta Ga Human Resources Department
Adding Augusta employee incentive programs
Recommendation
The human resource department recommends adding four additional incentive programs to our already
existing employee incentive program for the FY2022.
Employee Appreciation Week 08/08/2022-08/12/2022
Employee Fun Day 08/13/2022
Augusta Perks
If approved the additional programs will not cause/create a negative impact on the human resource
budget. The employee appreciation week and Employee Fund Day would be budgeted items and a
partnership with Parks and Recreation department.
The Augusta perks is a partnership with local and surrounding businesses, this program would be a
discount program with no expense to the organization or the human resource department.
Administrative Services Committee Meeting
11/30/2021 1:10 PM
Employee Incentive Programs
Department:HR Department
Presenter:Anita Rookard
Caption:Motion to approve three additional employee incentive
programs.
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are
Available in the
Following
Accounts:
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Administrative Services Committee Meeting
11/30/2021 1:10 PM
HCD_ Budget Transfer Request
Department:HCD
Presenter:Hawthorne Welcher, Jr. and/or HCD Staff
Caption:Motion to approve Housing and Community Development’s
(HCD) request to use $100,000 CDBG program income and
$100,000 HOME program income to offset allocable
administrative expenses (i.e. utilities, repairs and maintenance,
security, etc.) that have been paid from HCD’s operating budget.
Background:When preparing our FY2021 budget, HCD budgeted all CDBG
and HOME administrative percentages of entitlement funding to
reimburse the city for personnel expense. Doing so has rendered
HCD unable to allocate allowable administrative expenses
across the grants resulting in HCD’s operating budget as the
only available budget source to cover all expenses. Due to
HCD’s aggressive affordable housing sales, we have been able
to receive back proceeds for these sales, also known as program
income. This program income can be used to reimburse HCD for
compliant allocable expenses. This would require an increase to
the CDBG and HOME program income object codes with an
equal increase in other official/admin expense object codes.
Thus, we ask for your approval.
Analysis:Approval of the request will allow HCD to allocate operating
expenses across the CDBG and HOME grants using residual
program income.
Financial Impact:HCD has paid from their FY2021 operating budget, all
administrative related expenses. Approval of this request will
allow HCD to continue seamless operations. This request
represents a zero net-sum adjustment to HCD’s overall budget.
Alternatives:Deny HCD’s request.
Recommendation:
Motion to approve Housing and Community Development’s
(HCD) request to use $100,000 CDBG program income and
$100,000 HOME program income to offset allocable
administrative expense (i.e. utilities, repairs and maintenance,
security, etc.) that have been paid from HCD’s operating budget.
Funds are
Available in the
Following
Accounts:
HCD Fund budget amount increase requested - CDBG Funds –
221073111 $100,000 HOME Funds – 221073112 $100,000
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Administrative Services Commiffee Meeting Commission Chamber - lll9l202l
ATTENDANCE:
Present: Hons. Hardie Davis, Jr., Mayor; Hasan, Chairman; Scott, Vice
Chairman; Frantom and B. Williams, members.
ADMINISTRATIVE SERVICES
1. Motion to approve the purchase of one 2022 International HV607 Dump Item
Truck at atotal cost of 5121,999.00 from Rush Truck Center of Augusta, GA Action:
(Bid#21-219) for the Engineering Department- Maintenance Division. Approved
2. Motion to approve the purchase of one 2021 Jotn Deere 4044M Compact Item
Utility Tractor at a total cost of $30,900.00 from Blanchard Equipment of Action:
Augusta, GA (Bid 2l-231) for the Parks and Recreation Department. Approved
Motions
f#:'" Motion rext
Motion to approve.
Approve Mr. Frantom'::,.^ ;:ffi,i,},,i,ffi,Motion Passes 3-0.
Made By
Made By Seconded By
seconded By Htjii
Commissioner
Ben Hasan Passes
Motions
f#:"' Motion rext Motion
Result
Motion to approve.
Approve Mr. Frantom out. Commissioner Commissioner
Motion passes 3-0. Bobby williams Ben Hasan Passes
3. Motion to approve the purchase of one new Slope Mower, Remote Type for ltem
$55,000.00 from Jet-Vac of Sumter, SC for the Recreation Department. Action:
Approved
Motions
Y:li"' Motion Text Made By seconded By Motion
Type Result
Motion to approve.
Approve Mr. Frantom out. commissioner commissioner h
Motion passes 3-0. Bobby Williams Ben Hasan rasses
4. Motion to approve the purchase of one (l) 202112022 Camera Pipe Inspection ltem
Van, at total cost of $211,387.00, from Environmental Products of Georgia, Action:
GA (Bid 2l-178) for the Utilities Department-Construction & Maintenance Approved
Division and retain asset 205219 within the Utilities Department for alternate
use.
Motions
Y:j1"' Motion Text Made By Seconded By MotionType --------- -'1 Result
Motion to approve.
Approve Mr. Frantom out. commissioner commissioner
Motion passes 3-0. Bobby williams Ben Hasan Passes
5. Ratiff the award of an agreement to replace the roof on Appleby Branch ltem
Library, in the amount of $62,306.50, to CGS Waterproofing of Norcross, GA Action:
(Bid #21-203) and approve the execution of the ARCPLS MOU in the amount Approved
of $3 1,153 .25.
Motions
Y:j*'-"' Motion Text Made By seconded By Motion
Type Result
Motion to approve.
Approve Mr. Frantom out. commissioner commissioner
Motion passes 3-0. Bobby williams Ben Hasan Passes
6. During the February 23, 2021, Administrative Services Committee meeting, Item
the Office of the Administrator was tasked with reviewing, procuring and Action:
implementation of an electronic signature software that would make the Approved
Augusta, GA government more efficient in signing, delivering, and
communicating documents.
Motions
Motion
Type Made By Seconded By Motion
Result
Motion to approve.
Approve Mr. Frantom out. commissioner commissioner
Motion passes 3-0. Bobby williams Ben Hasan Passes
7. Motion to approve Housing and Community Development Department's Item
(HCD's) request to provide Laney Walker Bethlehem Revitalization Project Action:
funding to contract with LWDC, and Kamath, LLC, (Co-Developer) to Approved
develop new construction of two (2) single family units, identified as 20
Nicholas Street, and22 Nicholas Street, within Laney Walker Bethlehem.
Motion to approve.
Approve Mr. Frantom out. commissioner commissioner
Motion passes 3-0. Bobby williams Ben Hasan Passes
8. Discuss the installation of signs on Deans Bridge/ Tobacco Roads (Gate 5) Item
entrance way to honor those who have served and service the Fort Gordon Action:
Military Base. (Requested by Commissioner X'rancine Scott) Approved
Motions
fr"J:'" Motion rext
Motions
f#:"' Motion rext
Made By Seconded By
Made By Seconded By
Motion
Result
Motion
Result
Motion to approve' commissioner commissionerApprove Mr. Frantom out. ;:;_--.:;;;:-' :""';'j'""'"^^'^ Passes
Motion passes 3-0. Bobby williams Ben Hasan
9. To execute the Intergovernmental Service Agreement between the Augusta- Item
Richmond County Coliseum Authority and the city of Augusta. The Action:
agreement is for $45,000 to engage a consultant to provide a comprehensive Approved
plan for allocating federal funds for the area.
Motions
Motion Motion Textr ype
Motion to approve.
Approve Mr. Frantom out.
Motion Passes 3-0.
Made By
Commissioner
Bobby Williams
Motionseconded BY Resurt
CommissionerB;;ffi Passes
10.
Motion to approve the minutes of the Administrative Services Commiffee Item
held on October 26,2021. Action:
Approved
MotionSeconded Bv -Result
Motion to approve. rr^__:^^:^-^- A ! !
Approve Mr. Frantom out. commissioner commissioner
Motion passes 3-0. Bobby williams Ben Hasan Passes
11. Motion to approve Non-Discrimination Ordinance as recommended by the Item
NDO Working Group. (Approved by the Non-Discrimination Ordinance Action:
(NDO) Working Group October 28,2021). Approved
Motions
f#:" Motion rext
Motions
f#:" Motion rext MotionSeconded Bv .Result
Commissioner
Ben Hasan rasses
recognize completion of Item
the Friedman Library Action:
Approved
Motion Text
Made By
Made By
Made By Motion
Result
Passes
Motions
Motion
Type
Motions
Motion
Type
Approve
Seconded By
Commissioner
Ben Hasan
12.
Motion to approve. A
Approve Mr. Frantom-out. uommlssloner
rrrotion purr.r Io. BobbY williams
Approve the proposed dedication plaque drafts to
the Augusta Law Department renovation and
renovation projects.
Motion to approve.
Approve Mr. Fre uommlssloner
**r",l1,tl$.l1t-r. Bobby williams
13.Discuss the state lobbyist position. (Requested by Commissioner Ben ltem
Hasan) Action:
Approved
Motion Text Made By Seconded By
Motion to approve with Commisioner Commissioner
proceeding to hire a Sean Frantom Ben Hasan
Motion
Result
Passes
state lobbyist as quickly
as possible.
Motion Passes 4-0.
www.augustaga.gov
Administrative Services Committee Meeting
11/30/2021 1:10 PM
Minutes
Department:
Presenter:
Caption:Motion to approve the minutes of the Administrative Services
Committee held on November 9, 2021.
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are
Available in the
Following
Accounts:
REVIEWED AND APPROVED BY:
AHCDD Form 507
(Rev. 11/05)
AUGUSTA HOUSING & COMMUNITY
DEVELOPMENT DEPARTMENT Date:
CONSTRUCTION CONTRACT -
HOUSING REHABILITATION
Page 1 of 7 Pages
THIS CONTRACT, by and between Augusta Housing & Community Development
Department _, hereinafter called “Owner” and ___ hereinafter called the “Contractor.”
WITNESSETH:
That the Owner and the Contractor, for the considerations hereinafter named, mutually agree as
follows:
ARTICLE 1
CONTRACT DOCUMENTS
The Contract Documents shall consist of the Housing Rehabilitation Contract General Conditions
(AHCDD Form 510), Attached Work Write Up, Addenda issued prior to execution of this
Agreement, other documents listed in this Agreement and Modifications issued after the execution
of this Agreement; these form the Contract and are as fully a part of the Contract. The Contract
represents the entire and integrated agreement between the parties and supersedes prior
negotiations, representations and agreements, both written and oral.
In the event of a conflict among the Contract Documents, the Documents shall be interpreted
according to the following priorities:
First Priority: Manufacturer’s Instructions
Second priority: Construction/Rehabilitation Contract
Third Priority: General Conditions of Contract, 2000 version
Fourth Priority: Work Write-Up dated
AHCDD Form 507
(Rev. 11/05)
AUGUSTA HOUSING & COMMUNITY
DEVELOPMENT DEPARTMENT Date:
CONSTRUCTION CONTRACT -
HOUSING REHABILITATION
Page 2 of 7 Pages
ARTICLE 2
SCOPE OF SERVICES
The Contractor shall do all the work and provide all the materials, tools, machinery, supervision,
etc., necessary for the rehabilitation of the property located Augusta, GA 30906 all in accordance
with the Work Write-Up which is attached hereto and expressly incorporated herein by reference
and made a part hereof.
The contractor shall perform the entire rehabilitation of the residential structure as described in
the contract documents except items as indicated as follows, which are to be the responsibility of
other contractors:
Scope Contractor
ARTICLE 3
TIME OF PERFORMANCE
The services of the Contractor are to commence on _ _ and shall be completed by _
. As time is of the essence, the Contractor will, if these services are not completed within this
time period, be assessed the amount of Fifty Dollars ($50.00) for each day the work is not
substantially completed after _ unless an extension is granted by the Owner. Liquidated
damages shall be deducted from the total amount of payment due the Contractor under this
Contract.
ARTICLE 4
CONTRACT PRICE
In consideration of the terms and obligations of this Contract, the Owner agrees to pay the
Contractor) _. The Contract Sum is based upon the following alternates, which are described in
the Contract Documents and are hereby accepted by the Owner:
AHCDD Form 507
(Rev. 11/05)
AUGUSTA HOUSING & COMMUNITY
DEVELOPMENT DEPARTMENT Date:
CONSTRUCTION CONTRACT -
HOUSING REHABILITATION
Page 3 of 7 Pages
#1__________________________________________________________________
#2__________________________________________________________________
#3__________________________________________________________________
ARTICLE 5
PROGRESS PAYMENTS
The Contractor agrees that the total contract price shall be paid in one or more progress payments
based upon the value of the work satisfactorily completed at the time the progress payment is
made. Such progress payments shall be disbursed on a monthly basis, after inspection and
approval of the work by the Owner and the Augusta Housing and Community Development
Department, or its duly authorized representative, less a retainage of 10% of the price of the work
completed. Prior to receiving any progress payment, the Contractor shall furnish the Owner with
Application and Certificate for Payment Owed To Date, for the materials and labor procured under
this Contract. Upon completion of the whole Contract and acceptance of the work by the Owner
and the Augusta Housing and Community Development Department, and compliance by the
Contractor with all Contract terms, the amount due the Contractor shall be paid including any
retainage. The Owner and the Augusta Housing and Community Development Department shall
approve a final disbursement of all amounts withheld from prior disbursements upon the
completion of the construction of the Project as evidenced by the final approval by all code
agencies and a field inspection by the Augusta Housing and Community Development
Department. The Augusta Housing and Community Development Department and the Owner
may withhold from such disbursement up to two hundred percent (200%) of any amounts required
to complete the scheduled value of “punch list” items so-called, and seasonal work such as
landscaping.
ARTICLE 6
CONTRACTOR AFFIDAVIT
Prior to each payment by the OWNER, the CONTRACTOR shall affirm in writing that there are
no liens or claims filed against the CONTRACTOR or Owner related to materials, labor or services
supplied on this or any other project in which the CONTRACTOR was or is currently involved. No
payment shall be made to the Contractor if a lien has been filed with respect to the work, which is
the subject of this Contract.
Final payment shall be made within fourteen (14) days after the request for payment by the
CONTRACTOR, provided that the Work of the Contract be then satisfactorily performed, subject
to the provisions of the Contract Documents, and further subject to receipt by the OWNER of the
same Affirmation relative to existing liens or claims against the CONTRACTOR as set forth above.
Upon such final payment, the CONTRACTOR shall provide to the OWNER a Final Release of
Lien stating that the CONTRACTOR has no further claims or liens against the Owner for materials
AHCDD Form 507
(Rev. 11/05)
AUGUSTA HOUSING & COMMUNITY
DEVELOPMENT DEPARTMENT Date:
CONSTRUCTION CONTRACT -
HOUSING REHABILITATION
Page 4 of 7 Pages
or labor supplied under this Agreement.
ARTICLE 7
OWNER’S REPRESENTATIVES/LENDER’S AGENTS
The Owner’s Representative shall be ____ __________________.
The Owner’s Representative will provide administration of this Contract during construction and
throughout the warranty period.
The Owner’s Representative will visit the site at intervals appropriate to the stage of construction
to determine if the Work is proceeding in accordance with the Contract Documents.
Based on the Owner’s Representative evaluation of Contractor’s invoices for payment, the
Owner’s Representative will determine the amounts owing to the Contractor.
The Owner’s Representative will have authority to reject Work that does not conform to the
Contract Documents.
If the Contractor fails to correct defective Work or persistently fails to carry out the Work in
accordance with the Contract Documents, the Owner’s Representative, by a written order, may
order the Contractor to stop the Work, or any portion thereof, until the cause for such order has
been eliminated.
ARTICLE 8
CHANGES IN THE WORK
After this agreement is executed by the Owner, any changes to the scope of Work, budget or time
schedule must be agreed upon in writing by the Owner and Contractor and approved by the
lender’s representatives.
ARTICLE 9
FINES
The Contractor is fully responsible for the means and methods of executing the scope of work.
The Contractor is specially trained in lead-safe work practices and lead hazard reduction and
therefore agrees to hold the owner and the agency harmless in the event of any fines from federal
or local agencies concerning the lead hazard reduction work. The Contractor agrees to
immediately satisfy any and all fines or judgments presented by OSHA, EPA, the local or state
health department, the applicable state lead-based paint activities certification and training
program, and any other governmental agency having jurisdiction over lead hazard reduction work.
AHCDD Form 507
(Rev. 11/05)
AUGUSTA HOUSING & COMMUNITY
DEVELOPMENT DEPARTMENT Date:
CONSTRUCTION CONTRACT -
HOUSING REHABILITATION
Page 5 of 7 Pages
ARTICLE 10
TERMINATION OF AGREEMENT
This agreement may be terminated by either party upon seven days’ written notice should the
other party fail substantially to perform in accordance with its terms through no fault of the party
initiating the termination.
This agreement may be terminated by the Owner upon at least seven days written notice to the
Contractor in the event the project is permanently abandoned.
In the event of termination not the fault of the Contractor, the Contractor shall be compensated
for all services performed to the termination date.
ARTICLE 11
ARBITRATION
All claims, disputes and other matters in question between the parties to this agreement, arising
out of or relating to this agreement or the breach thereof, shall be decided by arbitration in
accordance with the Construction Industry Arbitration Rules of the American Arbitration
Association then obtaining unless the parties mutually agree otherwise. No arbitration arising out
of or relating to this agreement, shall include, by consolidation, joinder or in any manner, any
additional person not a party to this agreement except by written consent containing a specific
reference to this agreement and signed by the Owner, the Owner’s Representative, and any other
person sought to be joined. Any consent to arbitration involving an additional person or persons
shall not constitute consent to arbitration of any dispute not described therein or with any person
not named or described therein. This agreement to arbitrate and any agreement to arbitrate with
an additional person or persons duly consented to by the parties to this agreement shall be
specifically enforceable under the prevailing arbitration law.
Notice of the demand for arbitration shall be filed in writing with the other party to this agreement
and with the Augusta Housing and Community Development Department Director. The demand
shall be made within a reasonable time after the claim, dispute or other matter in question has
arisen, in no event shall the demand for arbitration be made after the date when institution of legal
or equitable proceedings based on such claim dispute or other matter in question would be barred
by the applicable statute of limitations.
The award rendered by the arbitrators shall be final, and judgment may be entered upon it in
accordance with applicable law in any court having jurisdiction thereof.
AHCDD Form 507
(Rev. 11/05)
AUGUSTA HOUSING & COMMUNITY
DEVELOPMENT DEPARTMENT Date:
CONSTRUCTION CONTRACT -
HOUSING REHABILITATION
Page 6 of 7 Pages
ARTICLE 12
ASSIGNMENT OF CONTRACT
This agreement may not be assigned to any other Contractor or Agent of Contractor without the
written approval of the Owner and the Augusta Housing and Community Development
Department.
IN WITNESS WHEREOF, the parties hereto executed this Agreement the day and year first above
written.
CONTRACTOR
Name of Contractor
__ ___ ____
Contractor’s Representative
Signature of Contractor
OWNER ___ __ ___
HCD Representative
Signature of Owner
WITNESS:
Subscribed and sworn to before me this day of , 20 .
Notary Public
AHCDD Form 507
(Rev. 11/05)
AUGUSTA HOUSING & COMMUNITY
DEVELOPMENT DEPARTMENT Date:
CONSTRUCTION CONTRACT -
HOUSING REHABILITATION
Page 7 of 7 Pages
Approved as to form:
_________________________ Date:______________
Augusta, GA Law Department
By: ___________________________________ Date: ______________
Hardie Davis
As its Mayor
By: ___________________________________ Date: _______________
Odie Donald, II
As its Administrator
By: ___________________________________ Date: ________________
Hawthorne Welcher, Jr.
As its Director, HCD
SEAL
____________________________
Lena Bonner
As its Clerk
Administrative Services Committee Meeting
11/30/2021 1:10 PM
HCD_HOME Rental Housing Rehab Approval Request
Department:HCD
Presenter:Hawthorne Welcher, Jr. and/or HCD Staff
Caption:Motion to approve Housing and Community Development
Department’s (HCD's) request to provide HOME funding to
rehabiliate one (1) low to moderate income rental unit for
occupancy by a low to moderate income family.
Background:The Augusta, Georgia’s HOME Program provides housing
assistance for low-income persons and their families to establish
or better maintain a stable living environment in housing that is
decent, safe and sanitary, and to reduce the risk of homelessness
The program is funded by the Department of Housing and Urban
Development (HUD) and administered by HCD. Due to the
affordable housing crisis, it has made it extremely difficult for
low to moderate income persons to locate affordable and
suitable housing. HCD acquired several single-family units to
assist in providing accommodations for low to moderate income
persons. To ensure that the units are decent, safe and sanitary,
HCD is moving forward to make the units available for
occupancy. The unit to be rehabbed for HOME eligible persons
is listed below: Address
Contractor Budget Project Type 1.
3618 Meadowgrove Drive Funes Construction
$32,790 Rehab
Analysis:Approval of the contract will allow one (1) HOME Rental
Housing unit to be rehabbed for tenant move in.
Financial Impact:The City receives funding from the US Housing and Urban
Development Department on an annual basis. This approval
would be for the amount of up to $32,790.
Alternatives:Do not approve HCD’s request.
Recommendation:Motion to approve Housing and Community Development
Department’s (HCD's) request to provide HOME funding to
rehabiliate one (1) low to moderate income rental unit for
occupancy by a low to moderate income family.
Funds are
Available in the
Following
Accounts:
Housing and Urban Development (HUD) Funds: HOME
Investment Partnership Grant (HOME) funds. HOME Funds:
221073212 5225110
REVIEWED AND APPROVED BY:
Finance.
Law.
Administrator.
Clerk of Commission
Administrative Services Committee Meeting
11/30/2021 1:10 PM
Animal Services Emergency Roof Replacement
Department:Central Services
Presenter:Takiyah A. Douse
Caption:Receive as information the emergency roof replacement at the
Animal Services Building in the amount of $61,880.00 by Hixon
Roofing.
Background:After receiving a report of severe leaks at the facility, an
assessment of the noted areas indicated the need for a roof
replacement. Hixon Roofing was selected as the qualified
vendor to perform this task in the needed timeframe. The roof
was replaced in an emergency fashion and no further leaks have
been noted.
Analysis:Hixon’s Roofing replaced the roof on October 29, 2021, to
prevent further damage to the facility.
Financial Impact:$61,880.00 charged to CSD Capital 2021 GL:
272016210/54.13120
Alternatives:a) Receive as information b) Do not receive as information
Recommendation:Receive as information the emergency roof replacement at the
Animal Services Building in the amount of $61,880.00 by Hixon
Roofing.
Funds are
Available in the
Following
Accounts:
$61,880.00 charged to CSD Capital 2021 GL:
272016210/54.13120
REVIEWED AND APPROVED BY:
Finance.
Procurement.
Law.
Administrator.
Clerk of Commission
Contact:
1.)
2.)
3.)
1.)
2.)
3.)
4.)
Proposal is valid for 30 days from date listed on proposal.
No permits, fees, or testing of any kind included.
No performance and payment bond included.
No items not specifically listed in proposal included.
Base Bid Total $275,715.00
General Clarifications
Flash Around All Curbs and Roof Penetrations
Remove and Replace Five (2) Existing Roof Drains
Clarifications and Alternates
ADD $2,200.00 to install walk pads around A/C units on lower roof. (No walk pads on upper roof included.
Drip edge will need to be painted by others to match existing. (Yellow drip edge is no longer manufactured.)
10 Year Labor Warranty
Remove and Properly Dispose of Existing Membrane Roof System
Remove and Properly Dispose of Existing Polyiso Insulation as Needed
Mechanically Attach 1" Polyiso Insulation with Plates and Screws per Manufacturers Specifications as Needed
Mechanically Attach 60 MIL TPO Membrane Roofing System per Manufacturers Specifications
Install Drip Edge and Cover Tape at Required Locations
Install Pitch Pockets for A/C Lines
Contractor/Owner:Augusta Richmond County Eric Johnson
Scope of Work
Project Address:3157 Damascus Road Proposal Date:9/15/21
Augusta, Georgia 30909 Proposal Version:2
Proposal
Project Name:Augusta Aquatics Center
Administrative Services Committee Meeting
11/30/2021 1:10 PM
Aquatic Center Emergency Roof Replacement
Department:Central Services
Presenter:Takiyah A. Douse
Caption:Receive as information the emergency roof replacement at the
Aquatic Center in the amount of $275,715.00 by Hixon Roofing.
Background:The Aquatic Center roof was identified as needing immediate
replacement per the assessment performed by Terracon under
ITB# 19-229. Hixon Roofing was selected as the qualified
vendor to perform this task. The roof was replaced in an
emergency fashion and no further leaks have been noted. Upon
manufacture inspection we will receive a 10-year warranty.
Analysis:Hixon’s Roofing replaced the roof on October 22, 2021, to
prevent further damage to the facility.
Financial Impact:$275,715.00 charged to SPLOST 7 GL 329-06-1110 JL
221057245
Alternatives:a) Receive as information b) Do not receive as information
Recommendation:Receive as information the emergency roof replacement at the
Aquatic Center in the amount of $275,715.00 by Hixon Roofing.
Funds are
Available in the
Following
Accounts:
$275,715.00 charged to SPLOST 7 GL 329-06-1110 JL
221057245
REVIEWED AND APPROVED BY:
Finance.
Procurement.
Law.
Administrator.
Clerk of Commission
Administrative Services Committee Meeting
11/30/2021 1:10 PM
Augusta Employee Mental Health Day 2021
Department:Administrator's Office
Presenter:Administrator Donald / Director Anita Rookard
Caption:Motion to approve Augusta Employee Mental Health Day 2021
on December 20, 2021.
Background:Augusta, GA has chosen a posture of fully open for services,
business and industry. This posture has ensured that Richmond
County residents receive the same level of service despite the
pandemic. While the impact on residents and businesses has
been mostly positive, staff members have acknowledged higher
levels of stress due to a variety of pandemic induced events
(death, emergency response to positive cases, school closures,
pandemic protocols, vaccination protocols, etc.). The
administrator recommends a single event mental health day
projected to have no impact on the FY2021 or FY2022 budget
(as proposed) for the benefit of Augusta, GA staff.
Analysis:
Financial Impact:The administrator recommends a single event mental health day
projected to have no impact on the FY2021 or FY2022 budget
(as proposed) for the benefit of Augusta, GA staff.
Alternatives:
Recommendation:
Funds are
Available in the
Following
Accounts:
REVIEWED AND APPROVED BY:
Clerk of Commission
Administrative Services Committee Meeting
11/30/2021 1:10 PM
Build Augusta Dashboard
Department:Administrator's Office
Presenter:Administrator Donald
Caption:As committed the Administrator brings forth a transparency
dashboard, that initially consists of SPLOST 8 approved projects
and TIA 2022 projects. As it develops, the Build Augusta
dashboard will highlight financial transparency and project
progress while giving insight into project budgets, expenditures,
revenues, and construction progress on through completion. The
dashboard will also provide real time photos of progress for each
project and will be updated quarterly to show project spending.
The dashboard includes an interactive map that allows users to
scroll over various communities to see project location, funding,
and timeline. Users will also be able to click on a specific
project on the map and be taken to the full project description
and all details associated with the project. Build Augusta is a
simple and easy dashboard that will keep the citizens of
Augusta-Richmond County up to speed on how and where their
dollars are being spent.
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are
Available in the
Following
Accounts:
REVIEWED AND APPROVED BY:
Clerk of Commission
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Administrative Services Committee Meeting
11/30/2021 1:10 PM
Presentation: Proposed Programming in Support of Affordable Housing, Financial Literacy, and
Access to Small Business Capital (Administrator)
Department:Administrator's Office
Presenter:Administrator Donald
Caption:Presentation: Proposed Programming in Support of Affordable
Housing, Financial Literacy, and Access to Small Business
Capital (Administrator).
Background:The current global pandemic has wreaked havoc on communities
across the nation. In Augusta, housing affordability and access
to small business capital has been identified as key issues in
mitigating the negative impacts of the pandemic. While Augusta
ranks in the top 2 statewide in implementing federally funded
rental assistance programming, rising rents and the removal of
the eviction moratorium continues to cause challenges. The
Administrator’s Office has partnered with Cadence Bank and
First Community Bank to present an impactful solution with the
goal of adding another tool in the toolbelt for Augusta in
supporting housing affordability and access to small business
capital.
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are
Available in the
Following
Accounts:
REVIEWED AND APPROVED BY:
Clerk of Commission
AGENDA ITEM REQUEST FORM
commission meetings: First and third Tuesdays of each month - 2:00 p.m.committee meetings: second and Iast ruesdays of each month - 1:00 p.m.
commission/committee: (please check one and insert meeting date)
Commission t,tnUjLl<e-
Public Safety Committee
Public Services Committee
Admi nistrative Services Committee
Engineering Services Committee
Finance Committee
Date of Meeting
Date of Meeting
Date of Meeting
Date of Meeting
Date of Meeting
Date of Meeting
contact rnformation for Individuaupresenter Making the Request:
Name:
Address:
Telephone Number:
Fax Number:
/'
E-Mail Address:
opic of Discussion to be plrced on the Agenda:
Ms. Lena J. Bonner
Clerk of Commission
Suite 220 Municipal Building
535 Telfair Street
Augusta, GA 30901
Please send this request form to the following address:
Telephone Number: 706-tZl-lEZ0
Fax Number: 706.E21-lg3gE-MaiIAddress: nmorawski@augustaga.gov
Requests may be faxed, e-mailed or delivered in person and rnust be received in the Clerkrsoffice no later than 9:00 a.m. on the Thursday'preceding the Commission or Committeemeetlng of the following week. A five-minute time limit will be allowed for presentations.
T Jo T aEe6 TOTZ ecTJlo xepad l^td 6t: TT TZOZ/ZZ/TT
Administrative Services Committee Meeting
11/30/2021 1:10 PM
LaSonya Grandstaff
Department:
Presenter:
Caption:Presentation by Ms. LaSonya Grandstaff regarding mental health
crisis facing Augusta with limited resource and facilities.
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are
Available in the
Following
Accounts:
REVIEWED AND APPROVED BY:
Lena Bonner
From:
Sent:
To:
Cc:
Subject:
Attachments:
lmportance:
Good morning Ms. Bonner,
Odie Donald
Monday, November 29,20219:55 AM
Lena Bonner
Wanda Gothie;Tanikia Jackson; Commissioner Ben Hasan
Addendum ltem Administrative Services Committee November 30, ZO21
TEE CENTER MANAGEM ENT AG REEMENT_TS.pdf; AUGUSTA CONVENTTON CTR
LUTRON SYSTEM UPGRADE 2021 11721.doc
High
I received a-requ_e_st from our partners at th9 Marriott, which I cannot authorize. As such, I am requesting the
below item be added as an addendum. I had an opportunity to mention this needed item to the Cliair (colpied)
and he was open to it. Please see below and attached.
Mo_tio^n to-app_rove and authorizeAugusta Convention CenterManagement, LLCto e:rpend
$38',8oo for the upgrade of the li8hting system at the Augusta Convention C;enter.
Based on the Management agreement, approval of expenditures above the $zo,ooo threshold require
Commission approval. The lighting system request impacts convention centervisitor usage and revenues.
lll MtErrot,
. (r), T'EE oqn M*eq 4tt tt BdDtrh thc TEE ccntcr in good conditbo ud
'op.tu e tbc noc drdldr u rte coofoari: olmr i6 n hr.to.4 id 0ii;d;rslq,ilrb,rd nds n til nffiiry, frldtnrr, fixhEer rad Gsdpcilt ror rn iue cinircr. aejitfi rh;ltutritdoo of $oeitn s.{c), if ryli{la Mur{ir-nry wi{,er* fi$& tp,n il-irHiiAcEoEnt b P.y fo? &Pilrl Erpcoscs. Murq3at *ll slrin Orynr'r E'ro*.f rkr r -.Lirrnmy moc'x..cyc*ccn0inrc of olorr 0ra $2&00m rrdagh-"rhfr-riicurorcaqpr;of Crpitrt Erpars ro orba*i* trrlorilol by ttli Aulul i,fi
(b) 9gdrf.!?qG Ctlrrc" 4a[Er. Mrnltcr rtso rnay euug ro bG pri4 &om rvaihblcunouats iD tbc C+ilrl-lfry- q C+ilet Erpcc* for rbc Conrocnoc Ccacr Annc* rhar hevc
t.t-TSr{Gd lo bc prilt by Cacu but $rll firrt obtria Omcr'r rypiuyd if rufi ieu 651ocdtt20,0m md r'8 rm o$.ilyitc urhoriznt by rhc Aur,$l plrn,
(e) qcncnl.Irn lrdo?. Eroca u otbarirc crptrrry rrshaizcd hcrdrr sry c.g,ir.re*po13 eroocding hc hrd-rflcd aaounr(r) sd fodh ilr ti,c *mrolt Pt,, td-;;#;[fr';c*p.odirm by molt thryr lsyror rha payrnirt of T,hi* u,ould c.rs! tlp -.*, 0m bdi i; ilEc+iid Amn'r ro bc rcduord !y msoc itrm ps* of r[c mounr h.td it .*d; "ir*iailffi;oftlre Fi$d Ycar *{l rcquin Onncr.r piorapgmvrl.
In Seraice,
Odie Donald II, MBA
Administrator
Augusta-Richmond County
535 Telfair Street, Suite 9ro
0o6) 8zr-2898 Offrce
odonald @ausustasa. sov
J-.r-t.t-*f."t^
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AED:104.1
TEE CENTER 1UANAGEMENT AGREEMENT
,rl#;E {iffi"TJl'iffi:fiT;AUGUSTA coNvENTIoN cENTiR LraNecritrgN'r, LLi, a Georgia limited liabititycompany ('Meneger,').
RECTTALS
A' onmer is a political srbdivision of the state of Georgia and a consolidated city-county govemmsrt pursusnt to the raws of the State of Georgia.
B' otmer intends to constmst anf own the Augusta Trade, Exhibit, and Event center(the "TEE Center') to be located at the northwestern inteiection of Reynolds steet and JamesBrown Boulward in Augusta Georgq and to ,cqr;;;afu eir riqhts relating to or fec simpleand/or leasehold title to the laod upon which *"n'u"iiai"g i. locati, ana tne f;rniture, fixfi'es,equipmeoL and supplies located tlt-erein.
c' owner has detErminrd ,hT signitrcant public benefits will ensue to the citizens ofowner vfieir the TEE c€ot€r is coatinuo:us_ty opJJJ-rt a high standard of quality andameirities, in order to positively atrect the quality oilife on the cityirarGrsta and its environs,and in nrch a way so as to maximize its long.# "dd;;r at ratcs at or above the non-fixedcosts ofoperation.
D' oumer has futher determined that the TEE ce,nter be made available to allpersons and goups on zuch basis, witho-ut any prefereoce for business antities or associations,and that Owner's objectives may best b. u"id;; ihr;6 a management agre€ment with aprivate company with expatise in such matters.
E' Thrcugh its prior and current operation of the conference ce,nter, the AugustaMarriott and the Augusta Marriott suites_ 1qi 'rot"rr'f,-which are si.,.o*ted adjacent to theconference c€nt€r, Augusta Riverfron! Lif, an atrtiaied business;f M;gr, possessesunsurpassed experieoce and knowledge as to local conditions and the resources to efficientlyoperate frcilities of a character and location comparable to the TEE ceirter, aad agrees to providesuch time, expertise, and knowledge to Manager;;;;*t to ope,rate the facifties as requiredtrnder this Agreemeat
F' owner desires to have Manags^ manage and opcrate the TEE ce,nter, andManager is willing to perform such seryid for the?cowrt of owner on the terms andconditions se forth herein.
G' Owner desires that Manager e,nter into that certain TEE Center CateringAgreement with caterer, dated the date heieof fo. 'c"t"rn"g Agreement ), in order to cost-
TE€CatcrMrnegcocot Agrcement Excutim Copy
I
00282%2-ts
effectively and efficiently provide food and bwerage catering services for events at the TEE
Center.
NOW, TIIEREF'ORE, in considcration of the pre,rnises and the mutual cov€,lrants
containod h€r€in, theparties hereto agee as follows:
ARTICLE I
DEFINITIONS
1.1 Defined Terms. All cryital t€rms herein and not otherwise defined shalt have the
meaning as defined in the CORE Agree,ment or TEE Center REA, as the context requires. In
addition to the terms defined elsewh€re in this Agreerneng the following terms shall have the
meanings assigned to the,m hereir\ unless the context othenrise indicates:
*Annud Phn" shall have the meaning sct forth in Section 7.1.
"Approving Tax Opinlon'shall mean the opinion of tax counsel experienced in federal
income tot matters related to state and looal 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 l4l of the Code, to the effect that a proposed action or ame,ndment will no!
without more, impair any exclusion of the intscst on any outstanding issues of obligations that
wene issuod to finance the TEE Center, or result in the disallowance of any credit aginst federal
income tax or payable to the iszuer of such obligations by the U.S. Treasury Deparfirent
"Crpital Accounf' shall have the meaning set forth in Section 6.3.
*Capitrl Expenses" shall mean all expe,nditures for Capital Improve,me,nts. Manager
shall not'hark-up'or otherrrise add any profit or administrative charge to any Capital Expense.
"Crpitel IrnProvements" shall mean one or more items or project(s) r) the cost of each
of which totals $5,000.00'or more, ii) tfrat becomes part of the TEE Center (or the Conference
Center Annex), and iii) the cost of which is required or allowed to be capitalized tmder the
accormting guidelines of Augustq Georgia and GAAP. Exarrples of Capital Lnprove,ments
include but are not limited to, equipnen! furniture, fixtures, roof, HVAC compone,lrts, carpet,
windows, wallpaper, interior and exterior walls, and rennovable rental exhibit space floor
coverings, including the cost of repair or replacerrent thereof.
"Citerer" shall mean Augusta Riverfront, LLC, a Georgia limited liability company, and
its successors and assigns.
"Cetering Agreemenf' shall mean that certain agreeilrent described in Recital G hereto
for the purpos€ of providing exclusive Concession aad Catering Senrices for evelrts held at the
TEE Center.
TEE &a&r Mrogmr Agccotat Excottio Copy
N282942-r5
*Catering Feet' shall mean all Catering Fees required to be paid by Caterer pursuant tothe Catering Agreeure,lrt.
"Conceesioo qd Catering Servlcef" or "X'ood Servlcee" shall mean the business ofselling fooq food qr^oducts, candy, non-alcoholic and alcoholic beverages, in the concessioqcateriag rcstaurant (if applicable) aod all other areas of the TEE center.
"Conference Center" shall mean the Expanded Conference Center, as defined in theCORE Agreement
"Confercnce Center A-nner" shalf mean that portion of the Conference Center, which isto be adjacent to the TEE center, in which is locatod a kitchen and related areas for u" ,to-gand preparation of food and beve,rages, together with all equipnent and other improveorentsthereto.
"Conventior Center" shall mean the Conference Center, the TEE Center, the RSpD andthe existing parking deck associat€d with the conference ce,nter.
*CORE Agreemenf' shall mean that Amended and Restatcd Construction, Operatingand Reciprocal Easemelrt Agreeine,nt datod June l,lggg,and recorded in the Office of the Clerkof supe,rior court of Richmond county, ceoigia "i n"urty [J o+g, pi,ge +s, and aIIamendments thereto, including an amendment on or about the date of this Agreeinent wherebythe confereirce ce,nter is expanded to inctude confereoce c*t , Annex.
"cvB' shall mean the Augusta convention and visitors Bureau.
"Efrective Drte" shall mean the date on which conshuction of the TEE Center has beencompleted' a certificate- of occupancy for the TEE Ceoter has been issued, and the TEE Centerhas been fully furnished and delivered to Manager for operation.
"Finrncial stetemenf' shall have the meaning set forth in section 7.7.
..Fiscsl Yerr'shall mean the twelve (12) month period ending December 31 of each yearduring the operating_Iry of this Agreemenl rne first Fiscal-year shall be the periodcomme'lrcing on the Effective Date and ending on Dece,mber 3l of the same year. A partialFiscal Year after the eod of the last fulI FiscaI Year and ending with the "ipiotioo or earliertermination of the opoating Term shail constitute a Fiscal year.
*GAAP" shall mean Generally Accepted Accouoting Principles based on the accrualmethod of accounting.
"Management Fee'shall have the meaning set forth in section 3.1.
"Mueger's Other Businesses'shall have the meaning set forth in Section 5.1.
JIE 99_ !T MaoryGmcat AgrccEcnt Exelttim C,opy
002821N2-15
"Net Opereffng Revenuee" shall mean for any period the excess, if any, of Operating
Revenues over Operating Expeirses, as determined using GAAP.
"Openting Account" shall have the meaning set forth in Sestion 6.1.
"Operetlng Eqlenset" shall mean all expenses required to be incurred in order to
operate and manage the TEE Ceirter to the exte,nt the same are authorized under the applicable
Amual Plan, including but not limited to the following: (a) Salary Costs of TEE Ceirter
Employees and Shared Employees; (b) operating zupplies; (c) utility and telephone charges; (d)
repair and mainteirance costs; (e) equipmeirt rental costs; (0 insurance costs related to TEE
Center ope,rations, including insurance pre,mirms paid by Manager on behalf of the Owner but
not performance or fidelity bonds; (g) securiry costs; (h) cleaning expenses; (i) cost of
me,rchandise sales; 0) inteirtionally omited; (k) oost of box office income; 0) cost of
reimbursable ev€nt expenses; (m) the cost of obaining an atrdited finencial statement of
Manage4 (n) pre- and post-opening marteting promotional and advertising expenses; (o) sales
commissions, but only if ap,proved by Oumer pursuant to Sections 7.3 or 7.4 of this Agree,ment
aod (p) any other expeoses incunod in the operation of the TEE Ce,nter that would be considered
operating expenses under GAAP. Operating Expenses shall not include debt senrice on any
borrowing to finance the acquisition, constnrctiog insta[ation, and equipping of the TEE Center.
Manager shall not "mark-up" or othenrise add any profit or administative charge to any
Operating Expense.
"Operating Revenuee' shall mean the gross ref,renues generated from the operation of
the TEE Center including but not limitd to, the following: (a) TEE Center space lice,nses and
rentals; (b) merchandise sales nw€ouci; (c) on-site TEE Center advertising rweirues; (d)
equipment rental fees; (e) utility income; (0 box office income; (g) int€rest income, if any, from
the Opcrating Account; (h) reimbursable weot expenses; (i) all Catering Fees; (D all other TEE
Ce,nter miscellaneou revenue; (k) any and all re\re,nues generated by or associated with TEE
Centermarquee advertising aod 0) revenue derived from nattling rights.
"Operating Term" shall have the meaning set forth in Section 2.4.
'Selary Costs" shall mean the gross amount payable by an employer to secure the
services of an employee including, without limitation, employees' accnred and vested wages,
salaries, employee medicaUdisabilirynife insurance and other health benefits incwred by
M*ugo, vacation pay and sick leave, swerance costs, 401(k), profit sharing pension or similar
retire,ment benefits or other accrued and vested fringe benefits, business travel expe,oses, and
other compe,nsation of whatever nature, including any applicable federal, strte and local totes.
For the avoidance of doubt, Salary Costs may also include bonuses for e,mployees (zubject to
Section 5.3(d) of this Ageement or commissioos for sales staff(but only if approved by Owner
ptrrsuant to Sections 7,3 or 7.4 of this Agreement). Manager shall not'hark-up" or otherwise
add anyprofit or afuiinistrative charge to any Sdary Costs.
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'Sh$ed Employeee'shdl have the meaning ascTibd thereto by Section 5.3(f) and may
include officers, managers orme,mbers of Manager.
*Strnd$d" shall mean the first-class standard of operation, mainte,nance and repair of
the TEE Cent€r. For the avoidance of doubt, such standard shall equal to the high€r of (a) the
condition of the Conference C€oter, and (b) the standards of Marriott Corporation, reasonably
interpretd to take into account differ€nces betrneen a hotel and a trade, extribit, and event cqrt€r.
*TEE Center" shall have the meaning set forth in Recital B hereto.
"TTE Center REA" shall mean that TEE Ce,nter Reciprocal Easerne,lrt Agree,ment
between Owner and Auguta Riverfion! LLC executed in connection with this Agreement which
provides for the operation of the TEE Center and provides atry Decessary eas€rnerrts wittr respect
to constsr.rction or operation of the TEE Cent€r.
*TEE Center Employees" shall have the meaning set forth in Section 5.3(a) but shall
not include any officer or me,mber of Manager or aoy person who, direcfly or indirectly,
othenxrise owns an int€rest in Manger or any affiliate thereof.
ApForNrMENr oF ^rffiHli, opERArrNG rERM
2.1 Aopoinhent of Manaeer: Powers and Duties Generallv. Subject to
Manager's covenants set forth in Sestion 5.1, Oumer hereby appoints, authorizes, and engages
Manager, and Manager hereby accepts appoinnnent on the terms and conditions hereinafter
provided as age,nt to: (a) manage, operate, control, license, and rent the TEE Center on Owner's
behalf during the Opoating Term; O) co[ect all fees, pay all oqrenses, and pay or cause to be
paid all Capital Expenses with respect to the TEE Center in accordance with the Annual Plan; (c)
re,nder Financial Stateineirts to Oumer as set forth in this Agreement; (d) re,mit to the Owner on a
quarterly basis Net Operating Revemres for the immdiat€ly preceding qusrt€r, less pemitted
resewes as authorizod by Section 6.2 of this Agree,lnent; (e) execute, nenew and cancel re,ntal and
liceirse agreements for the TEE Center or any part thereof at rates and on such terms as may be
apploved by Owner in accordance with the Annual Plan and s$ject to the limitations in Section
5.9 of this Agreemeng and (D sue and r@over for rent and for loss of or damage to any part of
Ore TEE C€oter an4 whe,n expedient compromise, settle and release any such legal proceedings
or lawsuits; provided however, that Manager shall not settle any lawzuit or other claim relatiag
to the TEE Ce,nter without the prior consent of Oumer; and (g) enter into the Catering Agreemeot
substantially in the form attached hereto as Exhibit A. Exce,pt insofar as such rigfots are
confened on Caterer pursuant to the Catering Agreernent, Manager covenants and agrees to
exercise the full concession rights granted hersund€r at all such events in such mfimer and with
such number of personnel as are neoessary to provide adoquate supplies and other products
dessibed h€rein to patons of the TEE Center at all times consistent with the Standard.
Concerning the TEE Ce,lrter, Manager shall have the exclusive rigfut to e,nter into any lease,
liceose or other agreement granting any party the right to use any portion of the TEE Center
5
TEE Ccotrr MEagEecnt Agtarat F.xEutim Co,py
00282942-15
exc€pt as provided in the Annual Plao. TEE C€nter operations shall be under the exclusive
superrrision and conhol of Manager zubject to the terms of this Agreeme,nt" Except as set forth
heroin to the contrary or as rcsenod to Caterer pursrnil to the Catering Agreement, Manager
shall have discretion and conhol, froe from interference, internrption or disturtance, in all
matt€,rs relating to maoagernent and operation of the TEE Center, including without limitation,
charges for license and rcntal, other TEE Cent€r services, enrployrnent policies, granting of
concessions or renting of space within the TEE Ceirter, r€ccipt, holding and disburse,meirt of
funds (subject to Sections 7.3 or 7.4 of this Agreernent), mainte,nance of bank ac@tmts,
procureme,rt of suppties and services, promotion and publicity and, in ge,neral, all activities
necessary foroperation of the TEE Cent€r.
22 Restdcdon on TEE Center Lic€n86 md Rentrls. Except as othe,l:urise
additioually limit€d hereby, Maoager shall have the discretion to presoibe the terms of the reirtal
or licensing of space at the TEE Center basd on ge,lrerally applicable and uniformly ap'plied
rates or that are negotiated with the user in arrrs-length bargaining in either case, that is
consistent with the applicable Annual Plan; provided, in addition, that any negotiated agree,ment
for space lice,nses or rentals: (a) shall not be for a term exceeding 100 da1a, including all
renewal opions, if the rate or charges are based on ge,nerally applicable and uniformly applied
rates, as set forth in the applicable Arnual Plaq and (b) shall not be for a tenn exceeding fifty
(50) da1s, including all re,newal options, if the rates on charges are negotiated with the user in
arms-length bargaining in lieu of geirerally applicable and uniformly applied rates.
Notwithstanding the foregoing, Manager shall not be prohibited by this Section 2.2 fiom entering
into a lease or lice,nsing of space at the TEE Center if Manager and Owner have received an
App,roving Tax Opinion.
23 Relrtionship of Parties. Neith€r this Agroe,me,nt nor any 4gree,meirts,
instnrmeirts, documeirts or transactions conte,mplated hereby shall in any respect be interpr*d
de€rned or constnred ss mnl.ing Manager a partoer or joint venturer with Oqmer or as creating
any similar relationship or entity, and Owner and Manager agree that they will not make any
conhary assertion, conte,ntion, clarm or counterclaim in any actiog suit or other legal
proceeding.
2.4 Ooeretlns Term. Subject to Article IV, the initial Operating Term of this
Agree,me,nt shall be for a period commensing on the Effective Date and terninating on the
fifreen (15) year anniversary of the Effective Date, provided howev€r, that either party may
terminate the Agreement upon sixty (60) days advance writte,n notice pnor to the fifth (5')
anniversary of the Effective Date. In the event that either party terminates at the fifttr
anniversary the,n in such erre,nt fte terminating party shdl, at its sole cost'and expense, cause the
integratod systems (HVAC, intemet, seority, etc) to be separated.
The initial Op€rating Term may be rcnewed or exteoded as provided in Section 2.5 and 2.6.
Notwithstrnding the foregoing this Agreernent shall be binding on the date it is signed by Owner
and Manager and provisions of this Agree,rrent shall survive the Operating Term to the extent
specifically set forth in this Agree'ment.
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25 First Option of Owner to Extend Operating Term- Ovmer, in its sole
discretion, may elect by written notice tro Manager, within 60 dap from the expiration of the
initial Operating Term of this Agree,me,nt, to renew the initial Operatiog Term of this Agreemen!
for a period equal to the re,maining tenn of the bond financing used for constnrction of the TEE
Ce,lrter or any refinancing with respect thereto, but in no weot for a tcrm excceding 15 years or
80% of the remaining useful life of the TEE Center (the *Ftst Renewal Opdon'). In the event
Owner so elets to extend the Operating Term of this Agreemeng all of the other tenns and
conditions of this Agreement shall rerrain rmchanged drning zuch extended Operating Term. In
the event Owner elects not to renew this Agreemenf Owner shall not be liable for any penalties
or other costs of any kind whabowerby reason of such non-renewal.
2.6 Second Opdon to Extend Opereting Teru- In the eveirt Oumer exercises the
First Reirewal Optioq Owner, in its sole discretion, may elect, by written notice to Manager
within 60 days fiom the expiration of the extended Operating Term of this Agree,rncn! to renew
the Operating Term of this Agreeme,nt for a period equal to the re,maining Term of the CORE
Agreemeot (as defined in the @RE Agreement) but in no event for a tei:n then exceeding the
lesser of 15 years or 80% of the 66aining useful tife of the TEE Center. In the event Owner so
elccts to extend the Operating Term of this Agreemeo! all of the other terms and conditions of
this Agreeotent shall re,main unchanged during such exte,nded Operating Term; provided,
however, that the Managerne,nt Fee to be charged during the second extension shall be adjuste(
upward or downward, to the then prevailing 'brarket rate". The "market rate" shall be
determined based upon the fixd fee customarily charged by Orird party managers of similar
facilities in Croorgia, as reasonably determind by Owner and Manager, who agree to negotiate in
good faith conceming zuch fee. In the eneot Owner elects not to reoew this Agree,men! Oumer
shall not be liable for any penalties or other costs of any kind whatsoever by reason of such non-
re,newal.
coMPENffiirLSffi*oor*
3.1 TEE Centcr Menaeement Fee. Commencing on the Effective Date, Owner
shall, on a monthly basis, pay to Manager a Management Fee in the amount of $7,000.00 per
month, adjusted upwad annually, but not dovrnward by the percentage increase in the
Consumer Price Index for all urtan oonsurners (CPI-U), Southeast Region (All Iteurs lgSZ-
84:100) for the preceding calendar year for performing its services rmder this Agreemerrt in
managing the TEE Center.
32 Pflvme.nt of Fee. The Management Fees shall be due and payable no later than
the fifteenth (15-) day after the eod of the month for which the Manage,ment Fee is owed and
may be remitted by Manager directly to Manager from the operating Account.
33 Sunival. The provisions of this Article shall suruive termination of this
Agreement.
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00.282912-t5
ARTICLE TV
TERMINATION
4.1 Termination. Should either party materially fail to comply with any of the terms
of this Agreemeng the nondefaulting party may cancel this Agreement upon nine{ (90) days'
writteo notice to the other party of the alleged breach and failure by nrch other parly to cure such
breach within such ninety (90) day period; provide( however, that in the event the default is not
curable within such uinety (90) day pcno( but the defaulting party has commencod within the
ninety (90) day perid efforts to qrre the defaul! the time to cure the default shall be exte,nded
for a reasonable period of time in order to allow zuch sure. In the event the party alleged to be in
material default of this Agreeme,lrt disputes the existence of zuch material default, this
Agreemeirt shall continue in full force uutil a court of competent jurisdiction finds srch party to
be in material defaulq after written notice and expiratioo of the applicable crne perio4 and all
time periods for appeal of such finding have expired.
42 Rishts and Oblisations tr'ollowlns Termination. In addition to the rights and
reinedies otherrrise 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.
(a) Man4ger Srtl +rit, vacate, surender, and deliver to Owner peacefully and
promptly the TEE Cent€r, together wittr all books, records, accouots, contracts, keys, all cash in
the Operating Account, less any fees due Manager, and in the Capital Accotrnt and all other
pertinent and necessary documents and records pertaining to the TEE Center and the operation
the,reof. After termination of this Agreeme,nf Owner shall, without right of offset against
Manager, timely pay all uDpaid Operating Expe,nses incurred by Manager prior to the date of
such terminatiorL including without limitation, Salary Costs;
O) Manager shall do all acts and execute and deliver all documerrts
reasonably requested by Owner and othem'ise reasonably cooperate with Oqmer and any
successor msnager to insure or facilitate orderly continuation of the business of the TEE Ce,lrter.
Manager shall take such actions at Owner's cost, in which case the costs of such action shall be
an Operating Expense;
(c) Manager and Owner shall negotiate in good faith a modification to the
CORE Agreement to provide for a reciprocal right of ingress and egress betwee,n the TEE Center
and the Conference Ceirter and appropriate indemnity provisions. In the went that such a
modification cannot be agreed to, their either party has the right, but not the obligatiorL at its sole
expense, to cause the TEE Center to be physically seprated from the Confere'nce Center by the
installation of a door that both parties can s@ure to prohibit acoess without conserrt of the
securing party, all in accordance with the plans attached to the TEE Center REA;
(d) The rights and tiabilities of the parties having accrued pnor to tenrrination
shall continue; and
TEE Ccotlr Meag@t Agrc.ssrt Exccutim CoPy
0n.282%2-r5
(e) All provisions hereof identified herein as surviving termination of this
Agree,rneirt shall survive.
sERvIffi?l;;{AcER
5.1 Manaser's General Covenants.
(a) Manager shall use commercially reasonable efforts to manage and operate
the TEE Center, its busine.sis, sernices, and sales, iu accordance with industry standards for first
class trade, exhibit, and eve,nt c€Dtcrs of similar size and quality.
O) Manager acknowledges that a conflict of interest could arise between
Managcr's duties hereunder-with respect to the TEE Center and the interests of Manager in the
ffotef6e Conference Center and the TEE Center aod any other businesses owned or operated
(didtly or through one or more affiliates) by Manager ("Manager's Other Businesses").
Manager covenants to use its best efforts to cause the TEE Center to be operated to fulfiIl
OwnJ's objectives. Without limiting the generality of the foregoing, Manager shall never
reduce or discount fees or chrges for the lice,nse or rental of the TEE Center or for goods or
se,lyices provided at the TEE Ce,nter, which comprise part of Operating Rgve,nues-, from the fees
or chargi authorized to be charged in such circumstances pursuant to the.applicable Annual
phn, dconsideration for the use, or promise to-use, goods or services provided by Manager's
Other Businesses.
(c) Manager shall mainJain a separate set of books and records and prepare
financial statements reflecting its activities heremder that are zufficieot to enable an auditor to
audit the same on the same basis as if such activities were conducted by a separate accounting
unit or shgle purpose 6tity. Manager.hall provide copies of said books, records, and financial
statements to Owner upon written request by Owner.
SZ Policim end Practces. Manager shall adopt and imple,melrt adrninistrative,
accotrnting U"ageting; milketin& pe,rsonnel, and operational policies and practices consiste,lrt
with indgstry st*d6ds for trade, exhibit, and event centers of similar size and quallty. Policies,
practices and procedures relating to accounting, aod any futtre modifications to such accounting
policie., prartico and procedures, shall be submitted with the Annual Plan or an arnendme,lrt to
ih" Ad;rt Plaru zubject to approval by the Commission in conformity with the method of
approval the Annual Plan. Such policies, proc€duies, &d practices, and- any proposed
amendments thereio, shall be reviewed by Augusta's internd auditor prior to zubmission to the
Commission Such polioies, practices and procodrues shall include pnovisions to accor:nt for
crdits and r$ates an-d address the mettlods for allocation and accounting for Shared Employees.
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53 Personnel.
(a) Bmplolment. Subject to the terms of this Agree,rnen! Manager shall
select, employ, p-rffiG wttere app,ropriate, supeivise, direci trai& and assign the
duties of all penonnel which Manager to*iiUfi detemoines to be necessary 91 app'ropriate for
tU. op",ution of the fgE C"ot". (co'ilectively, thi *TEE Center Employees"). Atl TEE CenGr
g-pioy* shall be e,mployed by Manager' Owner may at any time consult or communicate
*iti rri.""g*,rgrai"g u"i of the TEE center Emproyees, but owner shall not give orders to or
otr,*ir" I"t "16r"
inihe day-today activities of rru center Employees including for this
purpose Sharcd EmPloYees.
O) Selection. Manager agre€s to use reasonable and pnrdentJudement in the
training and supe,l:vitioo of fBn Ceotet imployees to e'ryure that they are courtsous and
ef6cie,nt, and do not use imploper langUage oi ,rt r1 a.loud or boisterous manner while
I*r.*,,i"e duties at the TEE
-center
rrr-anager a8reT that it will aot discriminate agaiost any
TEE Center fmpfoyee Liapplicant for e,mpl|ynit fot work under this Agreement because of
race, religioo, *lot, se4 {isalility, nationalorigin, anoestry, physical handicap, or age'
(c) Appearance and Trainins. Manager shall ensure that non-manageme'nt
TEE ce,nter r^drv@ tlre TEE center shall be neatly attircd in clearu
commercially attactive uniforms. -Manager shall traio all such employees that they are aware of
tilht$ statdards for cleanliness, courtesy and serrrice required.
(d) Compensation. Manager shall set_ the salaries and fringe benefits of all
TEE center eroptoyffi-t *itl induitry standardsrnd the Annual Plan. cost-of-living
increases shall not ;@.d those give,n by owner to its e,mployees. unless othenrise providedin
the Annual Pla& no bonuses or."tit raises shall be give'n without the ap'proval of Owner' ln the
eveirt that tUe ennuAiian proviaes for bonuses aoaf* merit raises, the Annual Plan shall
include trre crit€ria that *rrti" met by a TEE Center e,mployee in order to receive a bonus or
merit raise.
(e)SalaryCostsforFullTimeTEFCenterEmoloyees.}lthoughallTEE
center Emproyees .t shan be responsible for all salary
Costs of TEE Ce'lrter EmPloYees'
(DsalarvCostsofSharedEmplovws.-Inordertoprovidgthemostcost
effective serrrices, tnr Manager may provile certain of the
sernices unda thiJffi*itf,-ugb'elnployeis and agents of Manager's Otlrer Businesses
(.shared rnproveesS Tothe rryTt M-rg; (a) incurs salary costs of its shared Employees
thar are alrocable ; ;p.*fi"n of the TEE-c;ter and o) Manager shall not "mark-up" or
other:rrise add any ;r"ii ;; uddnlstrative chage to s;uch S..l"V Costs, then'^such Salary Costs
shall be deemed to be Operating Expenses -,a s-n* be remitted to Manager from the Operating
Account the same * ,"V "tl*-Ong1;tin;
E pe,nse. Salary Costs of a Shared Employee s!{t U9
deemed to have bee,n fairly allocable to rgu Cent€r operations if the proportion of the Shared
TEE Ccorr MmgeorntAgrccncat Erca*io Copy
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l0
Employce's aggregate Sdary Costs for the period in question so allocated is in the same theproportion of the amount of time the Shared-Employeaexclusively der/oted to operation of theTEE C€nt€r in relation to the total amormt of time worked for tUe peri; in question, orallocated in anothermanner as ap,proved in the Annual plan.
G) Mdkgigg. The books aod records roquired to be maintained byManagT prlrsuant to Section 7.6 hereof shall be zufficient to estabfish the mount of time thatany TEE Center Emqpree sPends providing services to Manager's Other Businesses, and theamout of time any Shared Enrployee expe,lrds providing s€rvices for the TEE C€nter, in eachcase-as a pmentage of their periodic wort schedules (or other method as set forth in Section5.3(D above).
5.4 Mrintcnence.
(a) TEE ceng.- Manager shall (i) maintain the TEE Ceirter in good condition andr€Pair to the same standards as the Conference Ce,nter is maintained, ana d) maintairu repair,and replace when necessary, firnritrre, fixtures and equip,ment for the TEE Center. Subject to tnJlimitation of Section 5.4(c), if applicable, Manager may withdraw funds fiom the CapitalAccount to pay for Capital Expe,nses. Manager sUAt oUtain Owner's approval pnor to -rl.i;;any non€mergency expenditure of more than $20,000 6r s single maintenance it"- or categoryof capital Expe,nses not othenvise authorized by the Annual plan.
(b) Conf-eryoce Cmter Annex. Manager also may cause to be paid from availableamounts in fhe Capital Accoung Capital Expe,lrses for the Conference Center a*.* that havebeen requested to be paid by Caterer but shall first obtaio Owner's approval if zuch itern exceeds$20,000 and was not othercdse authorized by the Ann,al plan.
(c) General Limitation Except as othe,nnrise expressly authorized hereiq any CapitalExpense exoeeding the budgcted a-o,m(r) set forth in tie ennua phn for rr"U.ai"gory ofexpeoditure by more than l5% or the paynent of which would cause the amount then hefi in theCapital Acoount to bereduced by more thang5o/o of the aurount held therein as of the begr,i";of the Fiscal Year shall require Owner's prior approval.
- 55 Merl{etlne. Marteting of the TEE Center shatl be a joint effort between Managerand owner, acting through the CVB. The parties acknowledge tnut A" marketing *""oJoflvB and profitability of the TEE Ceoter shall depend on thJ support and assistance of bothOwner and Manager. Owner 4grees to provide aeiicatea funds to tlrc CVB which in Owner,sreasonable judgment arc necessary to allow CVB to market the TEE Center. Marketing shalcorureoce on the date the primary construction contact for the TEE Center is execute4 andsuch funding shall continue in a reasonabre amount during the operating Tsrm.
- 5.6 t egrt Senices. Manager is authorized to eirgage such legal counsel as Managerdeems reasonably necessary for the ordinary operational lefat-mauers for the TEE Ce,nter, ihereasonable costs and expenses of which shall be an Ope,rating Expense. With the advice andconse'nt of Owner, Manager shall institute any
lTessaryor
aesiratti legal actions or proceedings
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0n'2t294]2-r5
to collect charges or other income of the TEE Ce,nter or to enforce the right to cancel or
terrrinate or sue for damages under any agreement relat'ng to the operation of the TEE Center.
5.7 Comollmce with Govemment Rulee rnd Reeuladons. Manager shatl ep66t
the TEE Ceoter in compliance with all applicable federal, state and local laws and insure that no
activity or oondition oocurs on or about the TEE Ce,nter in violation of any laws; provided,
howarer, that lvlanager shall have no liability nor be srbjrct to any allegation of default with
respect to non-compliance by the TEE Ceoter with any applicable federal, state and local laws
regarding ttre condition or use of the TEE Ce,ntcr and the zurrormding property, including
without limitation, the Americans with Disabilities Act, zoning regulations and hazrdous waste
laws.
5.8 Limitsfion UDon Oblisedons. In the we,lrt that the performance of any of
Manager's duties requiring of Owner's funds shall be impeded by reason of
unavailability of such funds, the,n, Manager's performance of such obligations shall be excused
to the erileot so impeded and until zuch funds become available. Manager shall be rmder no
obligation to provide such firnds from any source sther than amormts then held in the Operating
Accormt or the Capital Account. ldenager's obligations also shall be excused to the extent
performance would be contary to express wdtr€n instuctions of Owner. Owner shall
indcmdry, defeo{ and hold Manager harmless from and against any and all liabilities, claims,
suits, fines, penalties, damages, judgments, fees, costs and expenses (including but not limitd to
attomeys' fees and disbursements) related to the performance of any of Manager's duties
requiring expenditure of Owncr's funds, if and when such fimds are not available to Manager.
5.9 Contracts. (a) In General. Manager is hereby authorized, without Owner's prior
approvaf to enter into contacts, in its own name or as OwnEr's agelrq with vendors or service
providers of its choice, provided" in additioo, that the contact in question: (i) does not have a
te,lrn exceeding the lesser of one year or the the,n re,maining Operating Term, (ii) the aggregate
annual Operating Expense atfributable to the contract does not orceed the lesser of $50,000 or
the amount authorized in the Annual Plan for such expenditure, (iii) does not authorize the
vendor or senice provider to use any portion of the TEE Center unless the compensation
therefor is not based on the net profits arising from such service or activity, and (iv) is not
inconsiste,nt with the applicable Annual Plan. Manager shall promptly notifr Owner of the
execution of such contracts.
O) Special Indemni8. In the we,nt Manager, in its own narne or as agent of
Oumer, eoters into a contact for or related to the TEE Center, Owner shall hdeilrniS, defend
and hold Manager harmless from and against any and all liabilities, claims, suits, fines, penalties,
damages, jtrdgments, fees, costs and expenses (including, but not limited to attomeys' fees and
disburseme,nts) related to the palment of, or obligations related to zuch contract. This right of
inderrnification shall survive termination of this Agreeine,nt.
5.10 Costs of Comoliance. Unless otherwise set forth in this Agreement to the
cootrary, any costs related to duties imposed on Manager shall, except to the exteirt incurred as a
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Tsult of lv{anager'.s. qross negligence, willful misconduct or breach of this Agree,men! be atOwner's cost' in which case the costs of such action shall be an Operating Ex$se and may bepaid from the Operating Acmunt.
5:11 AdioiElpe hoPerdes. This Agreement shall in no respect be applicable to anyP{t of the Augssta-Richmond Couuty area other than the TEE Csrter and shall in no eventauthorize Manager to provide senrices on the streets or sidewallcs adjacent to the TEE Center asit now exists or may be hereafter developed unless first approved in writing by Owner.
ARTICLE VI
BANK ACCOTTNTS, PAYMENTS AI{D DISTRIBUTIONS
- !:l Bank AToun, tr. Managershall open, at one or more banks in Augusta, Georgiaselected by Manager, a bank account for the Uenitt of owner, which will serve as an operatingaccount for the TEE-Center (the "Operadng Accounf), and (b) a bank account for the benefiiof Oumer, which shall serve as a capital acco-unt for the itp Centcr (the ..Cepltal Accounf,), asthe source of fimds for Capital Expeirses.
62 Qoefatlne.Accpunfi Pavnpnt to Qwner. Manager shatl deposit all OperatingRevenues into the Operating Accormt. Atl Operafing3eveoues,-whether or not aepositea intlsuch accormt shall be so_lell the property ofoumer. All Operating Expei:ses shall be bomeexclusively by owner. Strbsoquent to the approval of the accounting and financial policies,practices and procedrues provided for in -Section 5.2 or approril of Owner,s FinanoeDeparment, Manager shall have authority to execute checks, aiunr and other items on theopgraQg Account to py the Operating Expe,nses, including the Manage,me,nt Fee. Oa or p,riorto the Effective Date and on lanuary I of wery year during tn" opo"n"g Term, oumer agrecs todeposit int'o the Operating Account $250,000.00. In th; evenittre amoort held in Oi"ruti"gAccount at the e'lrd of any Fiscal Year exceods the amormt reasonably anticipated to be necessar!for the operation of the TEE Center for the succeeding Fiscal vear (after t"i.i"g into acco,nt theannual $250,000 deposit), Manage,r shall distribute zuch excess amount to Owner not later thanupon delivery of the annual Financial Stateinent for such Fiscal year. If at any time theOperating Account contains less than the reasonably anticipated Operating Expenses for a perioaof time not longer_than the e,nsuing 90- days, Iauo"go shall so adise b*o66 in nniting,accornpaniod by an (prro-forma) operating budget, that was submified as part of the Annual plan
or, if the Annual Plan has not yet been adopted, in Manager's proposedbudget for the AffiualPIan, and Oumer shall cause such amount tobe deposited loto Uir opotiog,{ccount within ten(10) business days of receipt of such notice. fni intent of this section i-, tt"t the Operatin!Account shall, at all times, contain a permitted reserve suffisieot to cover operating Expenses forth9 ngxt 90 days, withrcut regard to the future receipt of any Operating Revenues. to a" eveot ofa deficiency in the operating Account, Manager may, tut .iaf noiue required to, in its solediscretiorq advance firnds to meet operating Experrses and such advances shall becomeimmediately due from Owner.
TEE Ccnrcr Manrgcoat Apcoent Ex*raim Copy00282942-tS
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Celrter, zuch additional taxes or assessmeots, together with my int€rest, peoalties, fees, or other
amounts assCIsod related thereto, shall be Operating Expenses, togettrer with all eS,
accounting fees, and legal fees incurred by Managa on behalf of the TEE Center in reviewing
and, if neoessary, challenging or negotiating such determinations. Manager shall be authorized
to pay from the Op€rating Acmunt all suoh costs, fees, and tax amounts determined to be due but
shall otherwise have no liability therefor. This provision shall survive any termination of this
Agreeme,nt
ARTICLE VII
BTJDGETS AI{D ACCOTJNTING
7.1 Annual Plen. Manager shall submit to Owner, for Owner's approval as a part of
Owner's budga process, not later ttmn forty-five (45) days subsequeirt to the Effective Date, and
at least sixty (60) days prior to the beginning of eac,h Fiscat Year thereafter, an annual plan for
the TEE C,€ntsr (the "Annud Plan"), which shall include for the ensuing Fiscal Year, the
following proposd budgets and programs setting forth:
(a) Manager's best estimate of Operating Revenues and Operating Expenses;
O) Manageds best estimate of Capital Expenses for TEE Center,
(c) Manager's estimate of Catering Fees;
(d) Manager's estimate of Capital Expenses for the Conference Ceirter Annex;
(e) a prcposed schedule of rental rates for the use of the TEE Cemter and
objective criteria for deviating from such rates; and
(0 a summary of the prior year's operations and such other information
Managerdee,ms beneficial to Owner.
Manager agrees to meet and confer with Owner's Finance Departuenf at the request of
the Finance Ocpartment, from time to time and in timely manner to discuss the initial budget and
conteirts of the Annual Plan and annually thereafter at the request of the Finance Departrnent
during Augusta's budget process and during the creation of the Annual Plan.
Manager's estimates of Catering Fees and Capital Expenses for the Conference Center
Annex are made a part of Manager's Annual Plan solely at Owner's request, in order better to
coordinate and consolidare Owner's budgeting process with respect to TEE Center and related
Conference Ceirter Annex operations. Following adoption of the Annual Plan, Manager
covenants not to make TEE Ceirter available for rates and fees that are less than the approved
schedule of rates and fees or less than the scheduled fees without prior consent of Owner.
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72 Informefion Sherine. In order to assist with the preparation of the Annual Plan,
CInner shall p'rovide Manager with CVB's convention sales dat+ including daails of anticipated
eve,nts at the TEE C€nter during the year of the Annrul Plaq no later than 120 days before the
due dat€ of the Amual Plan. Owner's delay in providing such data shall extend the due darc for
the Annual Plan by a conesponding amount of time.
13 Aooroval of Annual Plan. Owner shall pfifi1 Manager within thirty (30) days
of its roceipt of the proposed Annual Plan if Owner has any objections to the Annual Plan
Othe,rsrise, the Arnual Plan shall be deemed approved. If the Annual Plan is disapproved by
Oqmer, Manager and Owner shall eirter into discussions in an attempt to detemnine mutually
satisfactory budgets and programs. Until the Annual Plan is approved or deemed ap,proved by
Ovr'ner, the parties agree that Manager shall operate the TEE Center in accordance with the last
previously approved or deemod approved Annual Plan Manago shall operate the TEE Ce,nter in
substantial accordance with the Annual Plan; provided, however, Owner acknowledges and
agrees with Manager that duriag the first three Fiscal Years of the Operating Term - whe,n Net
Operating Reve,nues will be especiatly difficult to predict - the Annual Plan will be only a
plenning tool. Furthermor€, expenses related to the TEE Ce,lrter vary in proportion to business
volumg mnking budgeting imprecise md unpredio'table. Dtning the initial three Fiscal Years,
Owner authorizes Manager to deviate from the Operating Expenses or Capital Expenses as set
forth io the Annual Plaa following notice to Oumer and without any prior approval of Owner if,
in the reasonable jrdgment of Manager, such deviation is necessary to achieve Owner's
objectives to operate TEE Center in accordance with the Stands{ but only if such change does
not result in the expe,nditure of funds in excess of: (i) fifteeo percent (l5o/o) of the budgeted
amormt of Operating Expenses or Capital Expe,nses, as the case may be in the Annual Plan and
(ii) ninety-five perceot (95o/o) of the arnount then held in the Capital Accormt or the Operating
Account as the case maybe.
7.4 Amendmenb of Annual Plan. Manager may notiff Oqmer of a proposed
change to the Anrual Plan, provided however that modifications shall not be prcposed more
frequenfly than quarterly, excqlt in the eve,lrt of a cansfophic circumstance or evslt. Owner
shall notifr Manager within thirty (30) days of its receipt of the requested modification of any
objections !o the modified futnual Plan. Otheru,ise, the modified Annuat Plao shall be deemed
approved. Owner agrees to consider, in its reasonable judgment, modification of the Annual
Plan to enable the TEE Ce,nter to be operated in accordance with the Standard.
15 Oblisetion to Prcvide Fundinq to Ooerete and Meintein the TEE Center to
the Standerd. Notwithstanding anything in this Agree,melrt to the contrary, Owner agrees to
provide ftading to Manager, whether througb approval and firnding of the Annual Plan or
through approval and funding of ame,ndmeirts to the Annual Plan, in an arnount suffici€rf to
operate and maintais (whether such mainteirance be categorized as Capital Expe,nses or
Operating Expenses) the TEE Center and the Confereoce Ce,lrter Aanex to the Stadard
throughout the Operating Term of this Agreement. In the went Owner fails to providing funding
as required in this Section, lvlanager's sole rernedy shall be to terminate this Agreement and the
Catering Agreernent whe,reupon Manager shall have the rights and obligations set forth in
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TEE Ccater Managlomt Agrecmcrt Exccutio Copy
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Section 4.2 of this Agree,ment. After such termioation, neither Manager, Caterer nor Owner shall
havc any finther obligEtions to the others under this Agree,ment or the Catering Agreemen!
except those obligations that expressly survive termination of this Agreement or the Catering
Agree,me,nt
7.6 Books rnd Records. Manager shall establish and maintain for the benefit of
Owner complete, current, and accurate records and books of accormt reflecting all transactions of
the TEE Center and of Manager with respect to the TEE Center that are separate from Manager's
Other Businesses. Manager shall make zuch books and records available during normal business
hours and at all other reasonable hours at the TEE Center for inspcction, copyln& and audit upon
reasonable notice by Owner and ib ag€nts.
7.7 FlnrnclelStrtcmenb.
(a) Aonual Statements. Manager shall prepare and deliver to Owner by the
90th day after the e,nd of each Fiscal Year the following financial statements and reports (the
"Financial Stetements') nsing GAAP, which are in reasonable detail covering TEE Center
operations for zuch previous Fiscal Year: (i) balance sheet as of the last day of zuch Fiscal Year,
which shall reflect the balances of the Operating Account and Capital Account as of the last day
of such Fiscal Year, (ii) csh flow state,meot and (ul) profit aod loss statemenL The profit and
loss statement will include a comparison of the budgeted and actual rcvenues and expe,nses as
well as a oomparison !o the prior Fiscal Year.
(b) Ouarter{y Statements. On or before 30 days after the e,nd of each calendar
quarter, Muager shall prepare and deliver to Owner a statement showing Operating Rer/€,!ue
and Operating Expenses for the previous calendar quarter and State,ment of Capital Expendinres.
7.8 Annual Audit On or prior to 120 days after the end of eactr Fiscal Year,
Manager sball providg at Owner's cost and expense, a frnancial audit \ilith respect to TEE
Center operations to be made by an independent c€rtifid accounting firm selected by Manager
and designated in the Annual Plan.
7.9 Survivel Followlng End of Term- Manager's obligations turder this Article shall
continue as to all Fiscal Years occurring within the Operating Term notrrithstanding that such
performance may be due following the end of such term.
7.10 Extension of Certain Oblieations to Subcontmctors. Manage'r shall require all
subcontractors that receive $50,000.00 or more in aonual paynmts for performing sei:vices
under this Agreement (*Major Subconfiactors") to comply with Sections 4.1, 4.2 5.1,5.2,5.3,
5.7,7.6,7.7,7.8,9.1, 9.3(a), 9.6, and 9.7O) of this Ageeine,nt by including said require,ments in
a written agreeine,lrt between Manager and such Major Subcontractors. Manager shall cooperate
fully and will oause all Major Subcontractors (inoluding those entering into lump zum
zubcontracts) to cooperate fully in furnishing or in making available to Owner from time to time
whe,lrever requeste( in an expeditious manner, any and all such information, materials and data
For purposes of this sectioq the temr "subcontactors" shall not include suppliers of utilities,
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TEE Ccnter Managemcnt Agrcemcnl E:rcutio Cqy
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food, beverages, supplies, €quipmenq ad other goods, and those prcviding services ancillarythereto, and shall not include srypliers of te,mporaf staffrng.
ARTICI,E VIII
ASSIGNMENT
t l Assfumment bv Meneeer.
(a) Manager shall havc the right without the prior wriuen consent of Oqmer(but only upon not l$t tT fue (S).business days' prior oo:tirc to Owner), to assign thisAgree'ment or any duties arising hereuder to any .ntity conholled by, or under common oontolwitq Mamger, provided that (i) such case such transferee shall have, in the reasonable jgdgrnentof Owner, expertise, personnel and other resouroes sufficieot to discharge its duties heneund€r noless favorably than Manqger has perform{ tr" same, (ii) the assignee or tansferee agreesdirectly with owner to be bound by atl of lvlanaga's oUiigations undeithir egr-"*,.ot, and (iii)Owner shall have received an Approving Tax Opinion
(b) Lr the went Manager, including for this purpose any affiliate thereof, sellsthe Hotels to a third party, Owner shall elect one of tf,e following: 1i) allow eansferce to assumethis Agreerrent and release Manager from its obligations *io'tni. Agreerrent but only ifOwner shall have received an Approving Tax Opirioq (ii) allow uanaier to terminate thisAgreement, without p€nalty, or (iir) notiff Manager that Owner does not approve of thetransf€ree as Manager and terminate the Agreemeot.
8.2 Asslenment bJ Om.t. Owner's obligations under this Agreeme,nt shall not beassignd and any purported assignmeot shall be void without the prio-r uritte,n conseirt ofManager, which conse,nt shall not be rmreasonably witbheld.
ARTICLE D(
INST}RANCE
The parties shall either self-insure or self-fuad or provide insurance equal or greater thefoflowing insurance requirements :
9.1 Generat.,L.hhiltty Insurance. Owner and Manager shall each carrycompreheosive general liability insurance, inUuaing conEastual liabi1[r, personal and bodil,
TJury, and property damage insuance, with respect-to each parties' op"*tio* and activities atthe TEE Center, with a combined single limil oi at least $g,000,000 ier occrroence. Managerand Caterer shall be named as an additional insured under such'insurance provided by Owierand owner shall provide Man4ger and Caterer with a certificate of insurance evidearcing suchcoverage. Owner shall be named as an additional insued under such insurance proviJeA UyManager and Manager shall p,rovide owner with a certificate of insurance evidencing sucircovel?ge. Manager's insurarlce shall be endorsed to provide that the insurance shall be pri.*y
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to and noncontributory to any similar insurance canied by Owner. Owner's insurance shall be
excess to the primary insurance to the extent the primry insurance is valid and collectible. Both
parties' insrnance shall contain a severability of interest clause.
9.2 Prooertv Insunnce. Owner shall procure and keep in effect during the
Operating Term fire and extended @verage for the TEE Center and all peisonal property in the
TEE Center, including rent loss or business intemrption covemge for periods of no less than
twelve (12) months, wriffen on an All-Risk Endqsemeot and Replace,me,nt Cost basis, with the
replaceine,nt cost value reasonably acceptable to Manager. Such policy shall name Owner and
Manager as loss paye, mortgagee, end additional insureds, as their interest may appear. Owner
shall prrovide Manager with a certificate of instrance evidencing zuch coverage no later than
thirty days prior to 6e comm€ncement of the Operating Term.
93 Ooeretional Incurmce. Manago shall procure and maintain the following
insurance:
(a) Workers' Compensation and employer's liability insurance as may be required
under applicable laws covering all TEE Ce,nter Employees, inchrding Shard Employees, frft
zuch deductlble limits as d*e,rrrined by Maoager;
O) Such other insurance and/or additional coverage in amounts as Manager in its
reasonable judgment deems advisable for its protection against claims, liabitities and losses
arising out of or connected with its performance under this Agreernent; and
(c) If requested by Owner in uriting, a fidelity bond for Manager's employecs protecting
agains theft of Ormer's fimds.
9.4 Cost end Expense. Except with respect to insurance preaniums that are paid by
Owner other than with furds held in the Operating Accoun! insurance pre,lniums and any costs
or expenses with reqpect to the insurance describd in this Article shall be an Operating Expense
of the TEE Center. Any resewes, losses, costs, damages or expenses which are unins:re4 or fall
within doductible limits or self-insured retentions, shall be teated as a cost of insurance and shall
be an Operating Expe,nse.
95 Coverege. 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 substaotially fulfill the requirements specified herein.
9.6 Policies end Endorsements.
(a) Whete permitte4 all insrance provided under this Article shall be carried
in the name of the parly procrdng the insurance, with additional insureds being the other party to
this Agreemeirt. The parly pmcuring such insurance shall deliver to the other party certificates
of insurance with respect to all policies so proored, including existing, additional and renewal
TEE Ccatcr Maagmt egrc@cat Ex€cutin Copy
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policies 8n4 in the case of insurance about to expire, shall deliver certificates of insurance withrespect to fte renewal policies not less than ten (10) dap pnor to the respective dates ofexpiratiou
(b) All policies of insurance provided under this Article shall, to the extentobtainable without additional prenoiurn, nave *ta'cled th€reto an endorse,me,nt that such poliryshall not be canceled or materially changed without at teast thirty (30) aap prior notice toOwner, Manag6, any other fee or leasehold owner of any portion of tne rgE cent€,r, and anyholderofind€btedness secured by the TEE Center.
(c) pumS.and Manager agree that with respect to any loss or claim which iscovened by insnranoe then being carried or r"q"irua to be canied by the,rr under this Agreemen!9t p"ty suffering such loss or claim and carr5dng or required to carry such insurance releasesthe other of and from_any and all staims, defense is1g and expenses with respect to such loss orclaim' omer and Man4ger filther agree that each of their ilsurance policies shall provide foran apprcpriate waiver of subrogation and recovery reflecting this release.
9.7 Indemnification.
(a) Indmnificatioa Subject to the waiver of subrogation and recoveryprovisions in this Agpement each party shall indemni& and hold harml"Jr m other party, itssubsidiarieq its affi'liates. T9 th"it respoctive officers, -directon,
ageots, and errployees, -frorn
and agaiost any and all claims, liabilitie-s, losses, aanager to persons or prop€rty, costs, andexp€nses of any kind or character, including without timitation reimbgrsenn*t of court costs,reasonable afforneys' fees, interest, fees, and penalties, to the extent zuch liabilities are finalfidet€rmind by a court of competent juisdiction to have beco the result of the acts, omissions,negligeoce' or misconduc{ of such inde,mnifuing party or its errployees, @ntractors, agents,lessees, or invitees, io 9" usg oper,atioq or mainienance of the TEE Center. This section shallsurvive t€rroination of this Agree,me,lrt.
O) Defeirse Costs. Subject to the waiver of subrogation and recoveryprovisions in this Agreemelr! all costs and expe,nses, including without t-it tio, reasonableattomeys' fees, of any lggal proceeding that is instituted against the TEE Center, Manager, or
loth related to the operatioq managemeirf or mainteirance oltn. TEE Center, inJuding withoutlimitatiol any e,mploprent-related clain," of any nafire, shall be charged ^ Cipoutiog E*p-roor paid directly by Owner; prcvide{ however,
-that
ttaouger shall reimbgrse Owner on de,mandto the extent the fraud or gross negligence of the Manager;s corporate office senior managementpersonnel in the managem€nq operation, ormaintenance of the TEE Center is established in zuchproceeding. Owner specificatly acknowledges and agrees that any party's merc allegation orglaim 9f a negtigent or intentional acr by yhrgo *-*v officer, "dfu;;;;L or e,mployeethereof does not Eigger any obligation of Manager *ao this Section ana-ttag pending thedet€rmination of any question as to whettrer tvtanaler or ary of its officers, directors, agents, oreuployees are entitld to indemnification under tnis Section, Manager shall be entitled ti "n*g"
TEE^Cc[cr L{angrorat Agrccoat Exccrtio Copyw2829,,,2-t5
as Operating Expenses and pay from Operating Account all expenses of defeirding or othe,l:urise
handling any claim or litigUion rurder this Agreement.
(c) Crood-faith Juduent Notwithsanding any other provision of this
Agreernenl Owner shall not make any claim agsinst Manager based on any alleged error of
judgme,nt if zuch judgment was made by Manager in good faith or based on any action taken by
Manager at the express direction of Oqmer.
(d) Survival. This Section shall survive Termination.
"r*ffi'ff&ilrroNs10.1 Actions of a Partv. Except for any ame,ndment of this Agreeme,lrt or approval of
I funual Plan plrsuant to Article VII hereof, each of the Oumer and the Manager shall
designate an individual in the Annual Plaa to sewe as the authorized designee of a partn with
respect to all other matters hereunder, who is authorized to take any other actions forthat party,
as may be required from trme to time hereuder; Fovideq however, that a party may change im
designee at any time by a written notice to the other party. Unless the authorization conferred by
a designation is expressly limited by its tems, strch authorization may be presumed to authorizl
designee to act in behalf of a party for all other purposes of this Agree,meirt.
10.2 Inpoegtion.of TEE Center. Ovmer and its agents, ernployees, and designees may
go anyrrhere in the TEE Center upon reasonable advance unitten notice to the Manager for thl
purposes of inspocting the TEE Ce,nter and inspecting the performance by Manager of the terms
and conditions he,reof. Manager shall facilitate the access permificd under this Section upon
request.
103 Amendments. The terms, @venants, conditions, and provisions of this
Agree'me,nt may be modified or added to only in a writing signed by the parties hereto provided,
in additioq thene shall have been delivered to owner an Ap,prcving Tax opinion.
10.4 Time of the Essence. Time is of the essqrce.
10.5 Nofices. All notices hereunder or required by law shall be sent (a) via US Mail,
postage p,repai( c€rtified or registered mail, retum receipt requested; or (b) via any nationally
reco8nized commercial overnight carrier with provisions for a receip! in either case addressed to
the parties hereto at their respective addresses or numbers sa forth below or as they will have
theretofore specified by notice delivered in accordancc herewith:
In case of the City to:
Augusta-Richmond Corurty
City County Municipal Building
530 Greene Steet
TEE Ccar fv{aoagcmcat furccmat Exontio Copy
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With a cooy to:
Augusta-Ri chmond County
Legal Departuent
530 Greene Street
2l
Angrista, Georgia 30901
AtUu City Administrator
In &e case of Manaser to:
Augusta Convention Center
Manage,ment, LLC
Oae lun* Sheet, Riverfront Ce,nter
Suite 340
Augustq Georgia 30901
Ath: Mr. Paul S. Simon
Augustq Georgia 30901
Attn: General Counsel
With a coov to:
Hull Banett, PC
801 Broad Steet" 7th Floor
Augustq Georgia 30901
Ath: Rand Hanna
10.6 Entire.A.reement. This Agreemeot is the e,ntire agree,ment betweeir the partieswith respect to the zubject matter hereof and no alteration, modification or interpretation hereof
shall be binding unless in utriting and signed by the parties hereto. In the eveirt of a conflict
between any provision in this Agreeme,nt and in the TEE Centen REA., this Agreement shall
contol.
. 10.7 Sever,abfll8. I{-y provision of this Agreement or its application to any pary or
sircumstanc€s will be det€rmind by any court of competeot jurisdiction to be invatid and
unenforceable to any exten! the remainder of this Agreeurelrt or the application of suchprovision to zuch person or circumstances, other th"n those as to which it-is so determinedinvalid or rmenforceable, will not be affected thereby, and each provision hereof will be valid
and will be mforced to the fullest exteot permitted by law.
10.8 Comoutedon of Time. The time in which any act under this Agree,ment is to be
done shall be computed by exc.luding the first day and including the last aay. tf *re last day of
{Y time p€riod stated herein shall fall on a Saturday, Sunday oi legal holiday, then the durationof such time penod shall be extended so that it shatl end on the nexi succeeding day which is not
a Saturday, Sunday or legal holiday. Unless preceded by the word "business;, the word ..day''
shall mean a cale,ndar day. The phrase "business day'or "business days" sball mean those days
9n yhich ttre Superior C.ourt of Augusta-Richmond County, Georgia is located is open for
business.
f0'9 Aooliceble Law. This Agreeine,nt shall be constrred and enforced in accordancewith the laws of the State of Georgia
10.f0 Weiver. The failure of either party to insist upon a strict performance of any ofthe terms or provisions of this Agreeme,nt or to exercise any option, right or remedy trgrein
containcd, shall not be constued as a waiver or as a relinquishmelrt for tne nrtue of such term,provision, option, right or rerredy, but the same shall continue and re,main in full force andeffect. No waiver by either party of any term or provision hereof shall be dee,med to have bee,nmade unless expressed in writing and signed by such party and an Approving T67( Opinion shall
have bee,n delivered to Owner.
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10.11 Force Maleurc. At Manager's optiono lvlanager's e under this
Agree,meot shall be zuspended to the extent Manager shall be delayed or hindered in or
prwented fiom the performance of any act required by reason of strikes, lockouts, labor troubles,
inability to procure materials, failure of power, restictive governme,ntal laws or regulations,
riots, terrorism, insunectiono war or other reason of a like nature not the fault of Manager.
10.12 @[ggg. Headings of Articles and Sections are inserted only for convenie,nce
and are in no way to be construed as a limitation oo the scope of the particular Articles or
Sections to which theyrefer.
10.13 Third Pertv Beneficlariee. Except with respect to Caterer, this Agree,rnent shall
not inure to the benefit of any third parties.
10.14 Plain Lansusse Chrlf,crffon of Certrh Asreements. For the avoidance of any
doubt, ldanago's only compensation under this Agreeme,nt shall be the Management Fee r:nder
Section 3.1, and Manager shall not'!nark-up" or add any profit, administrative charges, or
overhead to any expenses charged to Owne,r uoder ttris Agreeinent. Costs and expenses to
Op€rate the TEE C€nt€r charged to Ownerwill not srceed the actual out-of-pocket palments of
Manager. Furttrermorg Oumer shall have the right to adit all bools and records of Manager as
are necessary to determine ldanager's compliance with this Agreemen! including the previous
seoteoce.
IE)(ECUTTON ON FOLLOWTNG PAGEI
TEE Ccnfcr Managcrrrcat Agrccurcat Exccrtio Copy
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23
IN wrrNEss WHEREoF, the parties hereto have executed this Agreement under sealon the day and year first above writt€o.
Signe4 sealed and deliverod in the
presence of Augustq Georgia
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25
TEE CENTER CATERING AGREEMENT
TTIIS TEE-CEIUIE^&CATERING AGREEMENT ("Agreemenf) is made effeotive the,'t^ day of ffi:n ioiz, uv *,a among auausre coNvENTIoN CENTER
MANAGEMENT, LI,f,,, a Georgia limitd tiability compaoy ('Menegerr'), AUGUSTA
RIVERFRONT, LLc, a Georgia limitd liability company (.caterer"), asd AUGUSTA,
GEORGLA(Ihe "Ownet').
RECTTALS
A. Manager operates the Augusta Trade Exhibit, and Eveirt Center located at the
northwest€rn intersection of Repolds Street and James Brown Boulward in Augusta, Georgq
together with fee simple and/ot leasehold title to the land upon which such building is locatd
and the fumiture' fi:rfiues, equipment, and supplies located therein (the "TEE Centei), p,**oi
to that c€rtain TEE Center Manage,me,nt Agreme,nt (the *lVlanagement Agreement')-of even
date by and betweeir Owner and Manager.
B. Catere,r s€ryes as Manager-Operator of an adjacent facility known as the
Expanded Conference Center (the'Conference Center') pursuant to that certain Amended and
Restatd Consbructiorl Operating and Reciprocal Eascment Agree,ment dated as of June 2l,lggg
by and between Caterer and City,
C. The Conference Center includes, among other things, kitchen and food
preparation facilities that are curren0y being used for food preparation services to wents at the
Confere,nce Ceoter.
D. Owner is the oumer of record of the Conference Center and is to be ihe owner of
record of the TEE Center.
E. In order to limit the capital cost of the TEE Center, Owner has determined to
cause the TEE Center to be constnrcted aod equipped without its own dedicated kitchen
facilitics, but instead to contract for the related catering senrices from others.
F. Iaasmuch as Caterer manages the Confere,uce Ceirter as well as two hotels, the
Augusta Maniott and the Augusta Marriott Suites (the "Eotcls') which are located adjacent to
the Conference Center, Caterer possesses unique experiearce, skill and resources, whichare vital
to the cost-effestive delivery of concession and catering serrrices in the locale of the TEE Center.
G. To that end Manager desires to contact with Caterer to perform food and
beveragepreparation and delivery services for the TEE Ceoter.
NOW, THEREFORE, in consideration of the premises and the mutual covqunts
coutaiued hereirU the parties hereto agroe as follows:
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,ffi3i,
1.1 Defined Terms. All capital terms herein and not otherwise defined shall have the
meaning'as defined in the Management Agreement. In addition to the t€rms defineil elsewhere
in this Agreeme,nt, he following terms shall bave the meanings assigned to them hereiq rmless
the context othenrise indicates:
"Approv.ing Tex Oplnion" shall mean the opinion of tax cormsel experienced h ftderal
income tax matters related to s0ate and local bonds, within the meaning of Section 103 of the
Internal Revenue C,ode of 1986, as amended (the "Code'), and qnalified bonds, within the
meaning of Section 141 of the Code, to the efect that a pmposed action" waiver or ame,lrdme,nt
will not, wi&out more, inpair any exclusion of the interest on any outstanding issues of
obligafions that were issued to finance the TEE Center, or result in the disallowance of any credit
against fed€rat inmme tax or payable to the issuer of such obligations by the U.S. Treasury
Departue,at
*Capitd Expense" shall meao any expenditure totating at least $5,000 for the
acquisition, consEuction, reconstuctioq repair or replace,ment of a single ite,m or project that (i)
is, or becomes part of the Confere, rce Celrter Annex or the Kitohear Equipment and (2) is
required or.allowed to be capitalized uoder the accormting guidelines of Augusta, Georgia and
GAAP. The,re shall be no "mark-up" or any profit or administative charge added to any Capital
Expe,nse.
"Ceterer Employee" shall have the meaning ascribed thereto by Section 5.3(a) hereof.
"Catcring Fee" shall have the meaning set forth in Section 3.1.
"Catering Reyenues" shall mean the gross lev€nues of Caterer and/or any affiliate from
Catering Services. The time and arnount of Catering Reveoues shall be determined using GAAP.
'Cefering Seryices" shall mean the business of selLing food, food products, candy, non-
alcoholic and alcoholic beverages, in the concession, catering restaurant (ifapplicabte) and all
ether areas of the TEE Celrter.
"Catering Supplies" shall mean the plates, bowls, cups, chin4 glassware, flatware,
line,lrs, if any, utensils, and similar ite,ms which are owned by Owner and used by Caterer to
serve meals in the TEE Center.
"Conference Center" shall mean the Expanded Conference Center, as defined in the
CORE Ageome,lrt.
*Conference Center Annex" shall mean that kitchen constnrcted and equip,ped by
Orrner in conneotiou with the construction of the TEE Center. The Conference Center Annex is
not part of the TEE Ce,lrter but has bee,n added to the Confere,nce Ce,lrter Pursuant to that
Amendment to Irases and Constnrction" Operating and Reciprocal Ease'ment Agreement
executed otr or about tre date of this Agreement by and among Owner, The Downtown
Development Authority of the Cit5l of Augusta Georgia, and Caterer. The Conference Center
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Annex is to be used to provide food and catering senrices to the Conference Centa and to the
TEE Center.
*CORE Agreemenf' shall mean that Amended and Restated Constnrction, Operating
and Reciprocal Easement Agrcement datcd June l, t999, and recorded in the Office of the Cle*of Superior Court of Richmond Couoty, Georgia at Realty Ree[ 648, page 45, and all
amendments thereto, including an arne,ndment on or about the date of this Agreement whereby
the conference cente,r is expaoded to include conference center Annex.
*CVB" shall mean the Aqusta Convention and Visitors Bureau
"Efrective Date" shall mean the date on which constnrction of the TEE Center has beencompletd a certificate of occupancy for the TEE Center has been issud and the TEE Celrter
has bee,n fully fumished and deliver,ed to Manager for operation.
"Fiscel Year" shall mean the twelve (12) month period ending December 3l of eachyear during the Operating Term of this Agreement. The fimt Fiscal Year shall be the period
comm€ncing on the Effective Date and ending on December 31 of the same year. e partiat
Fiscal Year after the end of the last full Fiscat Year and ending with the expiratioa or earlier
termination of the Operating Term shall constitute a Fiscal year.
"GAAP" shall mean Generally Accepted Acounting Principles based on the accrual
method of accounting as fillherimple,rnentedbythe accormting guidelines of Owner.
"Eotels" shall have the meaning set forth in the recitals hereto.
"Kftchen Equipmenf'-shall mean the stoves, ovens, warming ove,rrc, refrigerators,
freezers, firyers, mixers, aprpliances, serving carts and hayr, and other furniture, fixtures, arid
equipment purchased by Owner and installed or placed in the Confere,nce Center Annex, but
excluding Cate,ring Sup,plies.
"Muagement Agreemenf' shall mean that certain TEE Center Maaagement
Agreement described in Recital A hereto.
"opereting Term" shall have the meaning set forth in section 2.3.
'standard" shall have the meaning established in the Manage,rnent Agreement
"TEE Centet'' shall have the meaning set forth in the recitals hereto.
'"TEE Center REA' shall mean the TEE Ce,nter Reciprocal Easement Agree,ment
betrreen Augusta Riverfron! LLC and the City of August4 Guorgq executed in connection withthis Agree,ment aod which provides necessary ease,ments with respect to the TEE Center, the
Conference C€nter, and the Hotels.
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ApporNrMENr or cffiHgldf;oo*o Ar{D DUTTES;
AND OPERATINGTERM
2.L Anooinhgnt of Ceterer: Powers rnd Duties Generallv. Manager hereby
Apoints and engages Cat€rer during the Ope,rating Term, and Caterer h*6y "...pt"appointnent on the terms and oonditions hereinafter provided as agent to provide Catering
Sendces to the TEE Ceirter, including to deliver such services throughout the TEE Center at th;
directioo of Manager. Caterer covenants and agrees to provide the full range of Catering
Sernices, except as otherwise direstd by Manager, at all TEE Center events, in such a *rnnet
and with such number of personnel as are necessar'y to provide adequate Cataing Senrices to
pahons of the TEE Center consistent with the Standard- Manager agrees that it wil[not, without
the prior written consqtt of Caterer, enter into any lease, lice,nse or other agree,me,nt granting to
any party other than Caterer or.a sub-contractor mutually agreed by Cate,rer and Manager, tle
right to perform any Catering Senrices at the TEE Ce,nter. Catering Sernices shall be under the
exclusive supeniision and conhol of Caterer subject to the te,l:ns of this Agreeme,lrt. Except as
specifically he,reinafter set forth to the conEary, Cafcrer shall bave discretion and mntolifree
from interference, inteinrptiotr or disturbance, in all matters relating to the management and
providing of the Catering Sendces, including, without limitatioq cna.gep for food ard b"r.""g"
se,lvi@s, errploymeart policies relatirg to Caterer Employees, receip! holding and disbursemeot
of funds, maintenance of bank accounts, pro@re,ment of supplies and services, an{ in general,
all activities necessary for providing Catering Sernices.
22 Relafionshio of Par{fes. Neither this Agreement nor any agree,ments,
instuments, documeots or tansactions contemplated hereby shall in ary respect be interpreted,
deemed or constnred as making Caterer a partner or joint venturer with Manager or Owner or as
creating any similar relationship or entity, and Owner and Manager agre-th* they will not make
any conEary aqsertioq contention, claim or couoterclaim in any action, suit or other legal
proceeding.
23 Operetins Term" Subject to Article fV, the term of this Agreemert (the
"Opereting f,erm") shall be for a period commencing on the Effective Dale and terminating on
the second (2*) year anniversary of the Effective Date, provided however, that Ovmer shall have
the right to terminate this agreement without cost and without penalty on the first ann.iversary of
the Effective Date, Notwithstanding the foregoing this Agreerrent shall be binding on the date
it is signod by Owner and Managa and provisions of this Agreerrent shall survive the Operating
Term to the extent specifically set forth in this Agree,ment.
2.4 Option to Extend Operafins Term. This Agreement shall automatically re,new
for successive periods of two years, unless either party gives the other parly sixty (60) days
advanoe writte,n notice of its election to terminate this Agreeine,lrt. In the event of an automatic
renewal, then in zuch evat Owuer shall fosy6 the right to terminate this agree,me,nt without cost
and without p€nalty on the first anniversary of each renewal of the Agreeme,nt.
25 Pavment bv Caterer uoon Terminefion. In the event that Caterer elects to
te,rrrinate the Agreeramt within 15 years from the Effective Date of this Agreemeng pursuant to
Section 2.4, erther at the end of the primry tsrm or prior to any automatic renewal, then in such
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event, Caterer will py to Owner the depreciated value of the Kitchen Equipment, based on the
cost thereof and a fifteen year (15) straight line depreciation schedgle, less the value of the realproperly int€nests conveyed to Owuer by Caterer or its affliates for the constnrction of the TEE
Center and the Reynolds Sheet Parking Deck, such real Eop€rty interests to be valued as the
date of fre conveyance to Owner by an MAI appraiser leasonably acceptable to Owner and
Caterer.
ARTICT-E Itr
CATERING FEE
3.1 Caterinq Fee. During the term of the Agreement and any renewal, unless
otheruvise agreed to by the parties, Caterer shall pay to Manager, for disbursement in accordancewilh the Managernent Agreernen! apercentage of the Catering Rwenues based on the following
schedule (the "Catering tr'ee"):
(a) For Catering Rwenues between $0.00 and $400,000.00, no fee will bepaid.
O) For Catering Reve,nues betrreen $400,001.@ and $500,000.00, Catererwill pay to Manage,r, forthe accouut of Oumer, Five perceot (5%) of such Catering Revenues.
(c) For Cataing Revenues between $500,001.00 and $750,000.00, Catererwill pay to Manager, for the accor:nt of Owner, Te,n percent (lO%) of such Catering Revenues.
(d) For Catering Reve,nues geater than $750,001.00, Caterer will pay toManager, for the account of Owuer, Twelve and one half percent (IZ.SW of such Cit#ng
Reve,nuos.
3.2 Pavmgni.of Caterins Fee. Caterer shall pay to Manager the Catering Fee as set
forth in Section 6.1 ofthis Agreement.
33 Survival. The provisions of this Article shall sr:rvive termination of this
Agreement
,ffiril"
4.1 Terqination. Should either partymatoially fail to comply with anyof the termsof this Agreement, the. noo-defaulting pafty may cancel this Agreement upon ninity (90) days'written notice to the other party of the alleged breach and failrnJby such other partyto cure srchbreaoh within zuch thirty (30) day period provided, howwer, that in the event the default is notcr:rable withitr zuch ninety (90) day perio4 but the defaulting party has comrnenced efforts tocure the default within the ninety (90) day period, the fime to cure the default shall be extendedfor a reasonable period'of time in order to allow such sure. In the event the party alleged to be inmaterial default of this Agrcement disputes the existeiroe of such niat*ia aEAUt, tlisAgree'ment shall continue in full force until a court of competeirt jurisdiction finds such parfy tobe in material default, after writen notice and expiratioo of the applicable cure period,-and a11time paiods for appeal of such fioding have expired.
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Agreernent.
shall continue.
4A RIqh6 md Oblisations Fo[owine Te(mhotipn. In addition to the rights and
re,medies otherwise " the following provisions will
uppi, foffo*iog termination pgsuant [o tnit Article or the expiratiou of the Operating Term'
(a) cat€rer shall surreirder and deliver to Manager or -owner, if the
ldanagernent Agreeineirt shall also have terminated, peacetrtly and promptly the Catering-S"ppfi*, t",5 ti the TEE Ce,nter, and atl other pertinent and necessary docume'lrts and records
;;;iri;g tothc Catering Seryices and the TEE Ceoter and the operation thereof'
O) Catefer shall do all acts and execute and deliver all docume,lrts reasonably
requested bV Maruger aod otherwise reasooably cooBerato with Manager *1 *y successor
caterer to insne or facilitate orderly continuadon oi C*ering Sei:nices to the TEE Center'
Managershall take such actions at Owner's cost
(o) In the went Caterer, or its designee, continues as the operator of the
Conference Center after the termination or expiration of the Operating Term of this Agreeme'lrt
iut.,o ,uy, but shall be under no obligation to,,cause th9 Conference Ce'lrter Annex to be
;6.rdt separ"ta from the TEE Center, in accordance with plans attached l9.the TEE Ce'nter
ijA,-ttth" i*t"ll"tioo of a wall and dooi that both parties can s@ure to prohi-bit access without
conseot of the r*,"i"g p.rty. Prior to such separation, the parties shall negotiate in good faith a
modification to the cbRE Agreerne,lrt to provide for a riglt of ingress and egress for cater€r
betneen the TEE Celrter and the Confere'nce Annex'
(d) caterer shall pay to owner the payue,lrt provided in Section 2.5 of this
(e) The riglts and liabilities of the parties having accrued prior to terrrination
(D All provisions hereof identified herein as srviving termination of this
Agree,ment shall sun'ive.
ARTICLE V
SERVICES OF CATERER
5.1 Catererts General Covenents.
(a) C*erer shall use cornmercially reasonable efforts to provide Catering
Services in apcordance with induslry standards for first-class trade, exhibit' and event ce'lrters of
similar size and quahty as the TEE Ceoter'
(b) C*q$ acknowlodges that a *ofliq of interest could arise between the
interests of Caterer io-pto"iai"g ser,,ice'to the Hotels, the Conference Ceirter and any other
business conduc'ted Uy C"too (except the se,r:rices contemplated to- b"-lfPtted by this
Agreernent) ('Catererls Other Businesses') aod ProldinF se'ryices to the TEE Center' Caterer
covenants to use its best efforts to cause tn"'C*uriog serviLs to be provided in an efficient and
commercialty reasofile manner, withJregard tJcaterer's other B,sinesses. caterer shall
never reduce or discount fees or rates for C"toi"g Sernices beyond normal and oustomary
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business practices in consideration for the use, or promise to use, goods or services of Caterer's
Other Businesses.
52 Policles end Prrctices. Caterer shall adopt and imple,melrt administnative,
budgeting mark*ing personnel, and ope,ratioual policies and praoticc consistent
with industry standards for caterers serving tade, exhibit, and welrt ceirters of similar size and
qualfy.
53 Personnel.
(a) Emploranent. Subject to satisfrction of any other applicable terms of this
Agreemeot Caterer shall select employ, promote, temainate whe,re appropriate, supfidse, direct,
tain" and assign the duties of all personnel ("Caterer Employees") which Caterq reasonably
determines to be necessary or appropriate for the delivery of Catering Senrices. Manager may at
any time consult or communicate with Caterer regarding any of the Caterer Employees.
O) Selection- Catqer agrees to use reasonable and prudent judgmeirt in the
selection, supervision, promotion and termination of Cater€r Fmployees and to stive to e,mploy
pemons who are courteous and efficienq and who will not use improper language or ast in a ioudor boisterou manner while discharging duties at the Conference Ce,nter Annex or the TEE
Ce,lrter. Caterer agrees tltat it will not dissriminate against any e,nrployee or applicant for
emplolment for work under this Agreement because of race, religion, color, sex, disability,
national origq ancestry, physical handicap, or age.
' (c) APpearance. Caterer shall ensure that its non-manage,ment e,rrployees
perforning the duties at the TEE Center shall be neatly attired in clean, commereially attactive
uniforms. Caterer shall tain all such employees so that they are &ware of the higb standads for
cleanliness, murtesy aod se,lvice requirod.
(d) Salary- Costs for Caterer Employees. All salary costs of Caterer
Employees shall be paid by Caterer, at ra es in keeping with the local catering industy.
5.4 Meintenence. Reoair. and Reolrcement of Conference Center Annex and
Ifitchen Eouioment
(a) Maintenance and Re?air blv Caterer. At Caterer's sole cost and experure,
Caterq shall maintain the Conference Center Annex and the Kitche,n Equipme,nt to the Standard,
includingrepairs and replacements thereto that do aot constitute Capital Eipenses.
O) Rgpair and Replacement bI, Ovmer. During the Operating Teanr, at
Owner's sole cost and expense, Owner shal make all repairs and replaceme,lrts to the Conference
Center Annex and the Kitchen Equipment necessary to keep the sarne to the Standard, to the
extent such repairs and replace,ments constitute Capital Expenses. However, Caterer shall be
responsible for any oapital repairs or replacemerrts caused by its negligence or misuse of the
Confereace C€oter Annex or the Kitchen Equipment.
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55 Cetertns Senices.
(a) Generally. Caterer shall order, puchase, stoch pre[rare, pay for and sell
quality foo4 bwerage aod ottler concession and catering products. Consumables shall be first
,irrfi it whoicsome and p,re, and all food and beverage merchandise on hand shall be stored and
irr61a with due r"gurd for sanitation. Catercr shall pncpare product and keep an inventory on
the pre,mises in sufficient amounts so as not to nrn out of product during an event at the TEE
Cenier. Caterer shall have the riglt to use the Conference Ce,nter Amex and aoy other areas,
whether within the Conference Center or the TEE Ce,lrter, that are permaneotly or temporarily
gsed for preparation or delivery of Catering Services to the TEE Center.
(b) Catering Srryplies. Owner has acquired aod owns the Catering Supplies.
The Catering Suppties slatt incruaian adequate nrmrber place setrings to serve 1,800 patrons for
use by C.1er; io ir*uiaiog Catering Services at the TEE Center. Place settings shall be complete
placasettings and consist of At drina, glassnare and flatware necessary to serve a five (5) @urse
inof in the accustomed mannerfor a first-class restaurant in August4 Georgia" Caterer mayuse
the Catering Supplies in providing Catering Senices to the TEE Center. Caterer shall replace all
Catoing Slryed; thst are bmken or lost by Catoer or its e,mployees or subcontractors. Caterer
shall nolt oof or lend any Catering Supplies to any persotr or entity for use outside of the TEE
Center.
(c) Sanitation. Cater,er shall maintain the Conference Ceoter Annex in a
sanitary, clean ana neai coodition. Caterer shall be responsible for cleaning areas within the TEE
Ceirterafter use by Caterer for beverage and concession senice (i.e., bar areas in the pre-
fimction .p.o *d any other walk up sei:vicc areas). Caterer shall deposit in receptacles all
waste, gartage and refirse which sball accumulate in the Confereircc Ce,lrter Annex. Caterer shall
provide or arr*g" for extermination services as may be necessary for the Confaence Centsr'e*"*.
Cat€r€r shall comply with and obse,r:ve all federat, state and local laws, ordinances and
regulations as to sanitation and the purity of food and bwerages or otherwise
(d) Permits and Licenses. Caterer shall secure and maintain throughout the
Operating Term atl liceoses and perrrits necessary for the operation of the Catoing Se,l:rrices,
i"Aoai"iOose required for the sale of liquor, beer and wine at the TEE Center (unlesS sale of
such aliholic products is p,rohibited at the TEE Center by the Owner, the applicable liquor
control governme,ntal entity, or ary other party whose approval is required). -lvlanager, and if
r*ro*bly required, Owner shall cooperate with Caterer in connection with filing applications
for, and;*ft"g and maintaining in good standing any and all licenses and pennits and
renewals thereof needed by Caterer to fulfill its obligations hereuoder.
(e) Alcoholic Bweraees. Provided that the sale of alcoholic beverages is
pemdtted at tnL-rne Ce"to, Catero tgre.s to strictly oomply with the laws of the State of
Georgia regalding the sale of alcoholic beverages.
(0 Ta:res. Catr:r;r shall collect and pay all ta:res imposed upon or assessed
with respect to the sale of concession ite,ms hereunder, as required by Federal, State or local law.
Caterer shall be responsible for and pay all social sectrity, une,mploynent insr.[ance, old age
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reth€meot aod other fderal and state taxes that are measured by the wages, salaries, or other
remunerationpald to pcrsoilt einployed by Caterer.
5.6 Lesal Services. Caterer is authorized to engage such legal couosel as Caterer
deems reasonably necessary for the ordinary operational legal matters directly related to
Caterer's services under this Agreemenl the reasonable costs and expenses of which shall bepaid by Caterer.
5,7 Comoliance with Government Rulee and Reeuhtions. Caterer shall provide
Catering Seivices in cornpliance with ell applicable federal, state and local.laws and insure that
no activity or condition occunl on or about the Confereirce Center Annex or in connestion with
Catering Services that is in violation of any laws; provided, however, that Caterer shall have no
liability, nor be subject to any allegation of default with respect to non-compliance by the
Confere,nce Ccnter Annex with any applicable federal, state and local laws regarding the
condition or use of the Conference Center Annex and the zurrounding property, inclutling
without limitation" the Americans with Disabilities Ac( zoning regulations and hazudous wasti
laws.
5.t Llmitadon Uoon Oblieadons. Caterer's obligations shall be exctsed to the
exteirtperfonnance would be contrary to express wdtt€o instructions of Manager.
5.9 Adioinins Properties. This Agreement shall in no respect be ryplicable to any
part of the Augusta-Rictrmood County area other than the. TEE Center and Conference Ceirter
and shall in no we,nt authorize Caterer to provide the Catering Sendces on the steets or
sidewalks adjacent to the TEE Center as it now exists or may be hereafter developed unless first
approved in uniting by Manager and Owner. If, however, at the request of o'r with the approvalof Managa and Ornmer, C8t€rer shall fiunish aoy sendces which involve the use of the
Conference Center Annex, Caterer agrees that the ftunishing of such services shall be dee,med to
be the operation of the Cat€ring Senrices for the purpose of this Agree,me,nt and incltrdod in the
Catering Revenues for the applicable p€riod
ARTICT,E \II
PAYMENT OF CATERING F'EE
6.1 Pavment of Caterine Fee. Caterer shallpay to Manager the Catering Fee with
reqpect to each Fiscal Year no later than the thirtieth (306) day following the e,nd of zue,h FiscalYear. Manager shall hold and disburse the Catering Fee pursuant to the Management
Agreement
ARTICLE VII
ACCOTINTING
7.1 Books and Records. Catercr shall establish and maintsin for the benefit of
Manager and Owner complete, curren! and accurate records and books of account reflecting all
transactions relating to Catering Revenues as necessary to demonstate compliance with this
Agree'lnelrt. Cate,rer shall make such bools and records available drning normal brsiness hours
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and at all other reasonable hours at the TEE Celrter for i$p€ction, coPyln& and audit upon
reasonable notice by Manager, Owner and their respective agents.
ARTICLE VIII
ASSIGNMENT
8.1 Assimment bv Caterer.
(a) This Agreement is not assignable by Caterer without the prior vnitte'n
consent of Manager and Owner, except that Catercr shall have the right withor$ any prlor
*rittro consent (but only upon not less-than five (5) business days' prior notice to Manager and
Owner), to assigD ttris Agree,ment or atry duties arising hereuoder to any entity contolled by, or
,nder comrnon conrol with, Caterer, provided tbat in such case such fransferee shall have, in the
reasonable judgment of Manago and Ovmer, expertise, personnel and other resources sufficient
to aircharge iti aotio hereuade,r no less favorably thao Caterer has performed the same. Such
assignmen:t shatl be effective only if the assignee or transferee agrees to be bound by all of
Caterer's obligations under this Agreement.
(b) In the went Manager, including for this pr:rpose any affiliate thereof, sells
the Hotels to a ihird party (cTransferee'), Owner shall elect one of the following: (a) consent to
the tansfer assr-ption of this Agreement by Transferee and release Caterer from its obligations
rmder this Agreeme,rt subject to receipt by Owner of an Approving Tax Opinioq or (b) allow
Caterer to terminate this Agree,me,nt without peoalty, or (iO noti$ Caterer that Owner does not
approve ofthe tansfenee as Catersr and terminate this Agree'ment.
8.2 Assisrment bv Owner. Owner's obtigations under this Agreement shall not be
assignable, and any purportea assigrrme,nt shall be void, without the prior written conse,lrt of
Manager, which conse,lrt shall not be unreasonably withheld.
8J Termination of the Manasement A,srqement. In the evgnj the Manage,me,lrt
Agree,ment i. tffior expires prior to the termination or expiration of the_Operating Term
oiAn. Agree,men! the,n Ownershall cause all srbsequent maragers of the TEE Ce,uter duing the
Operatinl Term of this Agree,me,lrt to assume and be borurd by this Agree'ment and this
Abee,rrit sha[1 constitute a direct agreement among Caterer, Owner, and zuch replace'me'lrt
maflag€rs.
ffiifl*s
The parties shall either self-insrne or self-firnd or provide instrance equal or greater to
the following hsurance requirements. Solely for purposes of this Article Dq Manager and
Caterer are finsidered one parly and are referenced collectively as "Mmager/Clterer-"
9.1 General Liabilitv Insurance. Orrner and Manager/Caterer shall each carry
comprehenrir" g conFacfiral liability, personal and bodily
injgry, and properry rlamage insurance, with respect to each partiesl oqeratio-ns-3nd activities at
the TEE Center and the Conference Ce,nter Annex, with a combined single limit of at'least
TEE Csfir Cstaing Agrccurot Exccrnioo Copy
0u282943-t5
10
$3,000,000 per occurrence. Manager/Caterer shall be named as an additional insured under zuch
insurance providod by Owner and Owner shall provide Manager/Caterer with a crrtificate of
insurance oridencing strch ooverage. Ourner shall be namod as an additional insured rmder such
insuraae provided by Manager/Caterer and Manager/Caterer shall provide Ovmer with a
certificate of insurance evidencing such coverage. Manager/Cate,rer's insurance shall be
endorsod to provide &at the insurance shall be primary to md nonoontributory to any similar
irsurance carried by Owner. Oumer's insurance $ell be excess to the primary insurance to the
extent the primary insurance is valid and collectible. Both parties' iosrrra"i" shall contain a
severability of interest clalrse.
92 Ooerafional Incurance. Managcr/Catser shall procrre aod maintain the
following insurance:
(a) Workers' Compensation and employer's liability insurance as rnay be
rcquired under applicable laws covering all of Carerer's employees at the TEE Center, with such
deductible limits as determind by Caterer; and
(b) Such other instrance and/or additional coverage in amouots as
Manager/Caterer in its reasonable judgment dee,ms advisable for its protection against claims,
liabilities, and losses arising out of or connected with its performance under this Agreerre,nt.
93 Cost and Expense. Insuraoce proniums and any costs or expenses with respect
to the insurance described h this Article to be providcd by Caterer shalt be paid by CatErEr.
9,4 Coverase. Atl insurmce described in this Article may be obtained by
endorsement or equivalent means rmder its blanket insurance policies, provided that such blanka
policies zubstantially fulfill the requirements specified herein.
95 Policies and EndorsemenB.
(a) Where permitte4 all insurance provided under this Article shall be cailied
in the name of the party procuring the insurance, with additional insrreds being the other parties
to this Agree,ment The party procuring such insurance shall deliver to the other parties
certificates of insurance with respect to all policies so procrred, including existing additional
and reirewal policies and, in the case of insurance about to expire, shall deliver certificates of
insurance with respect to the renewal policies not less thf,n t€n (10) days pnor to the respective
dates of expiration.
(b) Owner and ManagerlCakrer agree that with respect to any loss or claim
which is covered by insurance then being carried or required to be carriod by them under this
Agreemeirt the party zuffering such loss or claim and carrying or required to carry such
insurance releases the other of and from any aod all claims, defeose costs and expe,nses with
reqpect to zuch loss or claim. Owner and Manager/Catqq firther agree that each of their
insr:rance policies shall provide for an appropriate waiver of subrogation and recovery reflecting
this release.
TEE C€nrr Cat€riry furcrmcat Exouim Copy 1 I
04282943-15
9.6 Indemnlficetion
(a) Indemnification. Subject to the waiver of subrcgation and recovery
provisions in tbis Agree,men! each party shall inde,mnifr aod hold harmless the other party, its
subsidiaries, iS affiiiates, and their respeotive offioers, directors, 88@ts, and employees, from
and against aoy and all claims, liabilities, losses, damages to persons or property, @sts, and
expenses of any kind or character, including without limitadon reimburseme,lrt of court costs,
reasonable attomeys' fees, interest, fees, and penalties, to the exte,lrt zuch liabilities are fiaally
determined by a court of competent jurisdiction to have bee,n the result of the acts, omissions,
negligeoce, or misconduct of such indemni&ing party or its e,mployees, @ntractors, agents,
les-se&, or invitees, in the use, operation, or nainteiralrce of the TEE Center or Confereoce
Ce,nter Annex. This section shall survive termination of this Agree,rnent.
O) Good-faith Judcment. Notwithstanding aoy other provision of this
Agree,ment neither Manager nor Owner shall make any claim against C"tqo based on any
aleged error ofjudpent if such judgment was made by Caterer in good faith or based on any
action taken by Caterer at the express direction of Manager or Owner.
(c) Sr:nival. This Section shall survive termination of this Agreeme,lrt
"r*ffi'fiJtI'roNs
10,1 Inspection of Conference Center Anpex. Oumer and its agents, e,mployees, and
designees may inspect the Conference Celrter Annex upon reasonable advance written notice to
Caferer for the purpose of monitoring and inspecting the performance by Caterer of the terms
aad conditions hereof. Caterer shatl facilitate the access permitted rmder this Section upon
request.
10.2 Amendmen8. The te,rms, cove,natrts, conditions, and provisions of this
Agree,lnent cannot be modified or added to except in writing signed by the parties hereto. This
Agreemeirt may not be modified without pnor roceipt by Owner of an Approving Tax Opinion.
103 Time biEssence. Time is of the essence.
10.4 Notices. All notices hereiroder or required by law will be sent (a) via US Mail,
postage prepaid, cerdfied or registered mail, refirm receipt requested; or O) via any nationally
,"*gpircd commersial ovemigbt carrier with provisions for a receip! in either case addressed to
ttre fames hereto at their respective addresses or ntrmbers set forth below or as they will have
theretofore specified by notice delivered in accordance herewith:
@:
Augusta Conventioa Center
Maaageanent LLC
One l0ttr Sheet, Riverfront Center
Suite 340
Arg,ota, Georgia 30901
TEE CeotcrCdaing Agt€cocat Ercc'uim Cryy
00282943-15
With a copy to:
Hull BanetL PC
801 Broad Stre€f" 7th Floor
Argostq Georgia 30901
Ath: Rand Hanna
t2
Attn: Mr. Paul S. Simon
In case of Ownq to:
Augusta-Richmond County
City County Municipal Building
530 Crrccne Stcet
August4 Georgia30901
Atuu CityAdministator
Inthe case of Caterer to:
AugrstaRiverfront, LLC
One lOth Steeq Nverfront Ceirter
Suite 340
Augrsta, Georgia3090l
Attn: Mr. Paul S. Simon
With acopyto:
Augusta-Richmond Counff
Legat Department
530 Greene Steet
Aug,rstq Georgia 30901
Attn: Ge,neral Counsel
With a copvto:
Hull Barrett, PC
801 Broad Street, 7th Floor
Augosta, Georgia 30901
'Attn: Rand Hanna
105 Endre Aereement This Agreerreot along with the TEE Center REA is the
entire agreement betweeir 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
heretro.
10.6 Severabilitv. If any provision of this Agree,naent or its application to any parly or
circgmstances witl be det€rmined by any court of competeirt jr:risdiction to be invalid and
gnenforceable to any extent, the rernainder of this Agreeme,nt or the applicatioo of such.
provision to zuch person or circrumstances, other than those as to which it is so daermined
invatid or rme,lrforceable, will not be affectd thereby, and each provision hereof will be valid
and will be e,nforced to the fullest extent permitted by law.
l[J Comoutation of Tfune. The time in which any act under this Agree,ment is to be
done shall be computed by excluding the first day and including the last day. If the last day of
any timc period stated herein shall frll ou a Saturday, Sunday or legal holiday, then the duration
of zuch time period shall be extended so that it shall e,nd on the ne:ct zucceeding day which is not
a Sanrrday, 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" sball mean those days
on which the Srperior Court of Augusta-Richmond County, Georgia is located is ope,n for
business.
10.8 Apolicable Law. This Agreement shall be constnred and e'nforced in accordance
with the laws of the State of Georgia
10.9 Wsiver. The failure of either party to insist upon a stict performaoce of any of
the terms or p,rovisions of this Agreement or to exercise any option, right or rernedy herein
containe4 shall not be consEned as a waiver or as a relinquishment for the future of such terrr,
provision, option, right or remedy, but the saone shall continue and remain in fulI force and
TEECataCd.rirg 6grccmcat E:rortionCopy 13
00282943-15
effect. No waiver by either party of any term or provision hereof shall be dee,med to have been
made unless expressed in writing and signed by such party.
10.10 Force Meieure. At Caterer's option, Caterer's performaoce under this
Agree,urent shall be suspended to the exte,nt Caterer shall be delayed or hindered in or preve,lrted
from the performance of any act required by reason of stikes, lockouts, labor boubles, inability
to procure materials, failure of power, restrictive governme, tal laws or regulations, riots,
terrorism, insurrestioa, war or other reason of a like nattre not the farlt of Caterer.
10.11 lggg[ggg. Headings of Articles and Sections are inserted only for conve,nience
and are in no way to be consbued as a limitation on the scope of the particular Articles or
Sections !o which they refer.
10.12 Thlrd Party Benefictaries. This Agree,ure,nt sball not inure to the benefit of any
third parties.
IDGCUTTON ON FOLLOWTNG PAGEI
TEE Crntct Cd.ring fu6aneot Erorrtim Cory
N282943-15
t4
IN WIINESS WHEREOF, the parties hereto have exesuted this Agreeme,nt under seal
on the day and year first above written.
Sipe4 sealed and delivered in the
presenoe of:
Augusta, Georgia
TEE C€otlr CatringAgreemeat Exccutim Cqy
00282943-15
rit
!
.:
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t,
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il
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j,,'
i
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a:
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siiuo,
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Sipe4 sealed and ilelivered in the
presence of:
Augrrsu Riyerfront, LLC, aGeorgia limited
As its President
(Seal)
T(r h rfrrunbffia* witness
(NotarYSeal) Wstron*-r3r*
Signed, sealed and detvered in the
presence of:
K.f"
Augusta Conve,ntion Ce,lrter Manage'me'lrt
LLC, a Qrr4 $t lfa{tgd li4flity company
By
As is President
(Seal)
(Notary Seal)
Unofrcial Witness
TEE CatrCauiog Agrecmcnt Excctlio Copy
002E2943-r5
trffiEdt"
16
CONSOLIDATED CONTROLS
14I I NEWMANTOWN RD
GROVETOWN GA 30813
PH 706 339-3304
TO: BLAKE CHAMBERS DATE: ll/07/2021
RE: AUUGUSTA CONVENTION CTR
LIGHTING UPGRADE LUTRON SYSTEM
SCOPE OF WORK
UPGRADE OF EXISTING LUTRON LIGHTING CONTROLS
NEW PROCESS CONTROL AND DEMO OF EXISTING EQUIPMENT
TIE IN OF EMERG CIRCUIT FOR OPERATION OF LIGHTS DTIRING POWER FAILUREREMOVE EXISTING NETWORK CARD AND INSTALL NEW NETWORK EQUIPMENT
EXTEND CAT 5 CABLE FROM EXISTING IT RACK UP TO NEW LIGHTING CONTROL
NETWORK POINT TO BE PROVIDED BY OWNER
PROGRAM OF SYSTEM, WITH AV EQUIPMENT AND EXISTING LIGHTS
DOES NOT INCLTIDE REPAIR OF EXISTING LIGHTS FOI.'ND NOT BE IN WORKING ORDER
ALL WORK TO BE PERFORM DURING NORMAL WORKING HOURS MONDAY THRU FRIDAY8:00AM TO 5:00 PM
SHIPPING 3TO 4 WEEKS
TOTAL COST------.-
PAYMENT TERMS NET 30
THANKS
RUSSELL MADDOX
CONSOLIDATED CONTROLS
Lena Bonner
From:
Sent:
To:
Cc:
Subject:
Attachments:
lmportance:
Odie Donald
Monday, November 29,2021 9:56 AM
Lena Bonner
Wanda Gothie; Tanikia Jackson; Commissioner Ben Hasan
Addendum ltem Administrative Services Committee November 30, ZOZ1
TEE CENTER MANAGEMENT AGREEMENT-TS.pdf; AUGUSTA coNVENTIoN cTR
LUTRON SYSTEM UPGMDE 2021 117?1.doc
High
Good morning Ms. Bonner,
I received a_reque-st from our partners qt-thg Marriott, which I cannot authorize. As such, I am requesting thebelow item be added as an addendum. I had an o-pportunity to mention this needed item to the Chair (colpiea)
and he was open to it. Please see below and attached.
Mqtio_n to-approve and authorize A_ugusta Convention Center Management, LLIC to enpend
$38,,8oo for the upgrade of the lightins system at the Augusta Convintion Gnter.
Based on the Management agreement, approval of expenditures a6ove the $zo,ooo threshold require
Commission approval. The lighting system request impacts convention center visitor usage and rivenues.SI Mrbbur:.
- (r)-
"EE qqts: Muryc {It ttt Euinrrh rbc TEE Cat r in fporl oqrdirba radnlrir ro 6c rrqrc rind&& rs rhe Coofcrrilcc Clat.r ic udril.for.4 ;n (iii;_{il.hrffi;
Td-n+lu 1qq nG0B$ry, tuttritutlt, frrrurcs rad rgripcm frrrhcftE C;rG:sdt& ilillimitdon of $ogirx 5.tc), if rpplicrH* Muugrr-nry *irldn* ftra, fum 6c ftDiI'lAo*utr to pry fn crpiulErDcorca. Mqrr Stil d& O.,s,s;;",d ;,i, r" ffimy mecDcl qecoear: of norc rhra s20_,0o o r dqh mruiim i-h;-.;r!!dsf C+irrt &pcftGs nor 06rrrhe urhoriaaf by tb AInuJ iffi
(bl Cgofcr?t Oclrrcr AanE!. Mrnrtc, dro mry cilnc ro bo prrE fisr rrdl$lcgnr h_q.qpn"t.+pryL C.pirrt Bu.olcr fa rbc co,atuspe c.ao erro rhr hevc
1!E- tqlHd b bc pti<l by ctea hr $.ll f,rn obuia onmcr r appovrt if cgct ira *croOt120,000 rd *,rs mt ohrrvilc ruhorizqt by ttc Amrrl ph,
(c) Fctil ljrttrdoq, r*oept rs otlr:rwi!..ilprcsrly arnhorizcd hcrcin rny c€DirdErpa* crooodiog thc hdtpiGd F",rrtrt id for& in d; i;,rd-pl;;;;t;i.,ffi;B'pcndiurcbynorcthur- r j!(orrhe F$mtnr of wtricbwouil *,* &;","",rnhc, #t ildi;c+itd Am.olr r0 br rlomcd by m* itun gs* orrb ,orour t-dd rh*in ; oftu-iE;;;of thc Fircrl Ycrr *rll rcquin O*ncr.s prior gpronl
In Seruice,
Odie Donald II, MBA
Administrator
Augusta-Richmond County
SgS Telfair Street, Suite 9ro
0o6) 8zr-2898 Office
odonald @augusta ga. gov
J***r.toS/nturt
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AED:104.1
Administrative Services Committee Meeting
11/30/2021 1:10 PM
Lighting System Upgrade at Augusta Convention Center
Department:
Presenter:
Caption:Motion to approve and authorize Augusta Convention Center
Management, LLC to expend $38,800 for the upgrade of the
lighting system at the Augusta Convention Center. Based on the
management agreement, approval of expenditures above the
$20,000 threshold require Commission approval. The lighting
system request impacts convention center visitor usage and
revenues.
Background:
Analysis:
Financial Impact:
Alternatives:
Recommendation:
Funds are
Available in the
Following
Accounts:
REVIEWED AND APPROVED BY: