Loading...
HomeMy WebLinkAboutPARKING MANAGEMENT AGREEMENT PUBLIC PARKING FACILITIES AT AUGUSTA REGIONAL ARIPORT PARKING MANAGEMENT AGREEMENT PUBLIC PARKING FACILITIESAT AUGUSTA REGIONAL AIRPORT THIS AGREEMENT, made and entered into this 0~day of ~~c/..s-~, 2008, between the Augusta Aviation Commission, an instrumentality of Augusta, Georgia, and Augusta, Georgia, a political subdivision of the State of Georgia, 1501 Aviation Way, Augusta, Georgia 30906-9600, (hereinafter collectively" Commission "), and RepubliclNFR&CS Parking System, LP with offices at Suite 2000 Republic Centre in Chattanooga, Tennessee 37450, (hereinafter "Operator"). "Executive Director" shall be defined to mean the individual who has been appointed by the Augusta Aviation Commission to administer for and on behalf of the Commission the business affairs of the Airport. WHEREAS, The Commission is the operator of Augusta Regional Airport (hereinafter "Airport"), located in the County of Richmond, State of Georgia, and WHEREAS, the Commission deems it advantageous to the public to retain the services ofa company specializing in the management, operation and marketing of airport public parking facilities; and WHEREAS, the Commission has solicited responses to a Request for Proposal to manage, operate and market its airport public parking facilities; and WHEREAS, the Commission has determined that the Operator's response to the Commission's Request for Proposals to manage, operate and market the Airport's public parking facilities was the proposal most advantageous to the Commission and to the public interest; and WHEREAS, the Commission and Operator desire to enter into an Agreement based on the Operator's response to the Commission's Request for Proposals. NOW, THEREFORE, in consideration ofthe mutual covenants and conditions contained herein, the parties do hereby agree as follows: Page 1 ARTICLE 1 PREMISES The Operator agrees to manage, operate, and market, in accordance with the terms of this Agreement, all paid public parking facilities (hereinafter "Premises") located at the Airport. These Premises include Long Term Lot-B consisting of 426 spaces, Short Term Lot-AI consisting of 115 spaces, Short Term Lot-A2 consisting of 115 spaces. ARTICLE 2 TERM 1. This Agreement shall commence at 12:00 a.m. on January 1, 2008 and continue for a period of three (3) years terminating at midnight on December 31, 2010. 2. The Commission reserves the right to renew this Agreement at the sole discretion of the Commission and under terms to be determined by the Commission, for two (2) additional one (1) year renewal terms. If the Commission chooses to exercise its right to renew this Agreement, the Operator shall be notified of the terms to which the Commission shall exercise this right, at least one-hundred twenty (120) days before the expiration ofthis Agreement. The Operator shall have the choice as to whether to accept the Commission's proposal, or allow the Agreement to expire, and shall so notify the Commission in writing within thirty (30) days of receipt of Commission's proposal. Nothing in this paragraph shall be construed as to require the Commission to exercise such option to renew or to require the Operator to accept such proposal from the Commission. ARTICLE 3 GROSS RECEIPTS 1. The Operator shall collect and hold in trust for and on behalf ofthe Commission all Gross Receipts due from parking customers. "Gross Receipts due" as used herein shall be defmed as all sums collected by the Operator or sums which should have been collected by the Operator from Page 2 the rental of space for the parking and storage of motor vehicles whether on an hourly, daily, weekly, or monthly basis, less all refunds, credit card fee discounts, and other discounts as authorized by the Commission; sales tax, use tax, excise tax, occupancy tax, gross receipts tax, or other taxes assessed upon or attributable to said receipts. Said taxes shall be held by the Operator and paid directly to the taxing entity involved. All taxes, discounts and refunds shall be accounted for and included in the Operator's monthly revenue statement including fees or discounts paid to a third party derived from usage of credit cards to pay parking fees. Gross Receipts due the Commission shall include and reflect adjustments for any and all cashier shortages, overcharges, undercharges, and uncollected parking fees. Dishonored checks, uncollectible or uncollected fees and credit card charges and other bad debts shall not be included in gross receipts provided such transactions were processed in accordance with procedures previously accepted and approved by the Executive Director. 2. The Operator shall deposit all cash Receipts into an account as designated by the Commission and in the name of the Commission, prior to the end of the next banking day after collection. A penalty for failure to deposit said cash Receipts by the end of the next banking day following collection shall be assessed equaling ten percent (10%) of the total amount of that day's Gross Receipts. Failure to deposit the cash Receipts within the required time period in excess of two (2) occurrences per month shall be cause for immediate termination ofthis agreement. 3. The Operator shall submit to the Executive Director a monthly statement accounting for all "Gross Receipts" due by the twentieth (20th) day of the month following the month of operation. The monthly revenue statement shall be in a format approved by the Executive Director. Failure to submit this statement on or before the indicated date may be cause for immediate cancellation of this agreement. ARTICLE 4 OPERATING EXPENSES Page 3 1. Prior to the commencement of this Agreement, the Commission shall advance to Operator one twelfth (1/12) ofthe first year annual budgeted expenses exclusive of the Management Fee. This will be considered an operating advance and used to pay costs incurred for operating expenses. Upon termination ofthe Agreement, Operator shall return to Commission the remaining balance of the operating advance. 2. The Commission shall reimburse the Operator for all approved operating expenses incurred in the management, operation and marketing ofthe Premises. "Operating Expenses" as used herein shall include all expenses relating to the management, operation and marketing of the Premises, including all salaries and wages, workmen's compensation insurance as provided by state law, related payroll taxes, uniforms, supplies, tools, cleaning, maintenance, repair costs to revenue control/office equipment, certified annual audit, tickets, postage, office and marketing expense, hospitalization insurance, and other expenses as authorized and included within an operating budget approved in advance by the Commission. 3. Specifically, Operating Expenses shall not include costs of business licenses, permits, headquarters bookkeeping, administrative, or accounting fees, liability insurance as described in Article 18, bid/proposal, performance and fidelity bonds which shall be paid by the Operator from the Operator's Management Fee as defined in Article 5. Operating Expenses shall also not include taxes on the Operator's personal property, debt retirement, or any other expenditure that is not included in the Operator's approved annual budget as included and defined herein, and not approved by the Commission in writing. 4. The Operator shall invoice the Commission, by the twentieth (20th) day of the month following the month of operation, for its Operating Expenses incurred in a single monthly period. The Commission shall reimburse the Operator for all authorized and approved budgeted expenses, less any undocumented expenses, within thirty (30) days following receipt by the Commission of Page 4 such invoice. The monthly Operator's Management Fee shall be included in the monthly invoice. Except for payroll and payroll related expenses, receipts for all expenditures shall be included with the monthly invoice. Payroll and payroll related expenses shall be submitted in accordance with the policies agreed to between the Commission and the Operator. The monthly invoice shall be in a format approved by the Executive Director. 5. Any disputed invoices or charges shall be deducted by the Commission from the Operator's invoice. The Executive Director shall provide the Operator, in writing at the time of payment of the monthly invoice, reasons for the deduction. The Operator, within thirty (30) days, has the right to present a written explanation ofthe disputed invoices or charges to the Commission. The Executive Director shall determine the validity of the disputed invoices or charges based on additional documentation supplied by the Operator. If approved, after additional documentation is considered, the amount shall be added to the next invoice paid by the Commission. The Executive Director's decision in any matter pertaining to disputed invoices or charges is final. ARTICLE 5 MONTHLY MANAGEMENT FEE As compensation for the Operator's performance hereunder, the Commission shall pay to the Operator each month a Management Fee. Such fee shall be included in the monthly invoice as indicated in Article 4. The monthly management fee shall be one-twelfth (1/12) of the annual management fee for each year or succeeding year as defined in Article 2. The annual management fee shall be as follows: 2008 - $45,000 2009 - $47,500 2010 - $49,613 Ten percent ofthe management fee will be withheld from the operator's invoice and remitted to the Page 5 operator upon satisfactory compliance of requirements as set forth in articles 4,6,7,8,9,10, 12, 15. The remittance will be paid to the operator by the 31 st day of the month following each quarter. ARTICLE 6 ANNUAL BUDGET 1. The Operator shall submit to the Commission, ninety (90) days prior to each anniversary date ofthis Agreement, an annual and monthly budget, for all Operating Expenses to be incurred during the year. The Commission shall notify the Operator of any changes to the budget or budget approval, on or before the anniversary date of this Agreement. 2. Upon approval by the Commission, all Operating Expenses included in the annual budget shall be considered authorized and reimbursable, as incurred, to the Operator. Changes to the annual budget shall be approved in writing by the Commission. Any expense incurred by the Operator above the pre-approved budget amount shall not be reimbursed by the Commission unless prior written approval is received from the Executive Director. 3. Following execution and return ofthis Agreement to the Commission, the Operator shall, within 30 days, of the commencement of this Agreement, furnish the Commission with a monthly budget for the first year of this Agreement which shall be the same budget submitted for the first year included in the Operator's Proposal unless otherwise revised and approved by the Commission. ARTICLE 7 OPERATIONAL PROCEDURES AND POLICY MANUAL 1. An Operational Procedures and Policy Manual (hereinafter "Manual"), reflecting the operation of the facility as proposed by the Operator shall be submitted to the Executive Director within thirty (30) days ofthe commencement date ofthis Agreement. The Manual shall include, at a minimum, the following: Page 6 a. General operating and management policies b. Customer service policies c. Example of monthly invoice to Commission d. Cash control, audit and ticket exceptions including validation procedures e. Lost Ticket and Missing Ticket procedures f. Employee job descriptions g. Employee training guide h. Employee schedules l. Emergency procedures and phone numbers J. Manager's office and home phone number k. Company personnel policies l. Check and credit card approval procedures 2. The Manual shall be modified as the operation of the facility or the information contained in the Manual changes. The Operator is responsible for the maintenance ofthe Manual to assure that all data is current. The Manual shall be reviewed and revised annually within 30 days following the annual commencement date ofthis Agreement. It shall be the Operator's responsibility to submit the revised manual for review and approval by the Executive Director. ARTICLE 8 RECORDS AND REPORTS 1. The Operator shall keep and maintain true and accurate records of gross receipts and operating expenses in accordance with generally accepted accounting principles. The Operator shall submit daily to the Executive Director or designated representative a validated deposit slip for the previous day(s)'s receipts. The Operator shall submit monthly to the Executive Director, or designated representative, as directed by the Executive Director, the following: Page 7 a) An activity report reconciling total Gross Receipts to the daily deposits. b) Daily report of Gross Receipts, overnight vehicle count, ticket validations and exceptions, and ticket reconciliation in accordance with the Operations Procedures and Policy Manual. c) Monthly activity and Gross Receipts summaries and certifications, to be reconciled to daily reports. In addition, the Operator shall have available to the Executive Director or designated representative for inspection, upon twenty-four (24) hours notice and within normal business hours, the following: a. Records of all tickets purchased and used including dispenser number from which used and date used. b. All used parking tickets, lost ticket forms and validations for a twelve (12) month period. At the end of this period, all of these records shall be turned over to the Executive Director. c. All shift reports for a twelve (12) month period. At the end of this period, copies of all of these records shall be turned over to the Executive Director. d. Any and all other accounting records maintained locally which pertain to the receipt of parking revenues and operating expenses. 2. The Operator shall make all records available upon twenty-four (24) hours notice, no matter where retained, during normal business hours, at the Executive Director's office, Augusta Regional Airport. 3. The Operator shall not destroy any records pertaining to the operation ofthe Premises without the express written permission of the Executive Director. 4. At the expiration or termination of this Agreement, the Operator shall turn over to the Commission all the books and records of gross receipts and operating expenses, including supporting Page 8 documents, maintained throughout the term of this Agreement. 5. All source records of Gross Receipts, which shall include but not be limited to: Parking Tickets, Cash Register Tapes, Shift Reports, Master Reports, Daily Revenue Reports, whether computer generated or manually generated, shall be kept at all times within the City of Augusta. These records shall be maintained by the Operator until the annual report required above is delivered to and accepted by the Commission, at which time they shall be delivered to the Commission for further disposition. The Commission shall provide and maintain such storage facilities as necessary to facilitate the storage of the above records and shall provide reasonable access to such facilities. All data bases for such purpose will be maintained by the Operator who shall assure that adequate hard copies and data backups are done on a routine basis; data backups should be stored on an approved media for such storage for a period of time requested by Commission. ARTICLE 9 LOST TICKETS AND MISSING TICKETS I. Lost tickets shall be accounted for by a lost ticket form, in a format approved by the Executive Director, and signed by the customer. Appropriate audit procedures shall be taken by the Operator monthly to verify by telephone or in writing a minimum of 10% of all lost tickets confirming the customer name, address, phone number and signature included on the form. Lost tickets accounted for by the appropriate form shall not be included in the missing ticket ratio, all others will. Missing tickets are tickets that are unaccounted for and shall be included in the missing ticket ratio. 2. If, during any single month, the missing ticket ratio shall exceed one-half of one percent (0.5% or .005), the Commission shall impose a missing ticket penalty by decreasing the Operator's management fee for the following month on the basis ofthe following graduated scale: Page 9 Percentage of Missing Tickets Penalty .000-.005 .005-.01 .01-.015 $0 .015 and above $5.00 per ticket $7.50 per ticket $15.00 per ticket 3. The above penalty shall be imposed at the sole discretion of the Executive Director. A missing ticket report, in a format approved by the Executive Director, shall be submitted with the monthly invoice. ARTICLE 10 AUDIT Within 90 days following the end of each fiscal year, Operator shall provide an unqualified statement certified by an Independent Certified Public Accountant in accordance with generally accepted accounting principles (GAAP) certifying that Gross Receipts due the Commission and Operating Expenses are true and accurately reported as defined within this agreement. The Commission reserves the right to audit all books and records of the Operator at any time upon forty-eight (48) hours advance notice to the Operator. If the audit results reflect a shortage of funds over three percent (3%) per annum, the Operator shall bear the full cost of the audit and reimburse the Commission for any shortage. ARTICLE 11 OBLIGATIONS OF THE COMMISSION 1. The Commission shall operate and maintain the lighting system within the Premises and pay all costs thereof. 2. The Commission shall reasonably patrol roads and land areas outside ofthe Premises to prevent illegal parking. The patrolling and enforcement of meter parking shall be in accordance Page 10 with policies established by the Commission. 3. The Commission shall pay the Operator's invoiced amount, less any unauthorized or undocumented charges, including monthly management fee, within thirty (30) days receipt by the Commission of the invoice. 4. The Commission shall be responsible for any major maintenance or repair of the parking surface, landscaping, entrance/exit roadways, and areas outside ofthe Premises. 5. The Commission shall cause trash to be removed from the approved receptacles on a regular basis and be responsible for periodic sweeping outside ofthe Premises. 6. The Commission shall be responsible for selection, placement, and erection of all slgnage. 7. The Commission shall provide the parking revenue control equipment. The Commission shall review the need for additional equipment which may be requested from time to time by the Operator in order to meet the demands of new technologies or in order to provide more effective an efficient service due to revised operating procedures. Approval for the purchase of such requested equipment shall be at the sole discretion of the Commission. Any such equipment approved for purchase by the Operator shall be purchased according to established Commission purchasing procedures and shall be included in the Operating Budget as approved by the Commission. The expense for the purchase of additional equipment shall be reimbursed to the Operator during the remaining term of the fiscal year of this Agreement amortized at Y2 of 1 % above the official prime rate as stated in the Wall Street Journal as ofthe date the equipment is invoiced. All such equipment shall be owned by the Commission and Operator shall make no claim to the equipment upon termination of this Agreement, except in the event of an early termination of this Agreement, in which event the Commission shall pay Operator for any unamortized cost, less any credit due the Commission. Page 11 ARTICLE 12 OBLIGATIONS OF THE OPERATOR 1. The Operator shall invoice the Commission on or before the twentieth (20th) day of each month for the preceding month's operating expenses including the monthly management fee. 2. The Operator shall submit a missing ticket report with each monthly invoice. The Operator shall also submit a ticket validation report with each monthly invoice, which includes the dollar value of each validation. 3. The Operator shall submit a monthly maintenance log to the Executive Director. Such maintenance log shall be due on the twentieth (20th) day of the month immediately following the month for which such maintenance log was maintained. 4. The Operator shall store on the premises an adequate inventory of replacement parts to cover routine maintenance of equipment. It is understood that this inventory will be at the cost of the Commission. A copy of the inventory shall be provided monthly to the executive director. 5. The Operator shall submit to the Executive Director, monthly no later than twentieth (20th) day of the month following the month of operation, a statement, witnessed and certified correct by an officer ofthe company, accounting for all Gross Receipts due from the Premises during the previous month. 6. The Operator shall continuously operate the Premises twenty-four hours per day, seven (7) days per week, including holidays except as authorized by the Commission. 7. The Operator shall employ a General Manager experienced in parking administration who will devote his/her full time to the performance of Operator's responsibilities established in this Agreement. The General Manager will meet regularly with Airport staff to keep the Commission fully informed concerning operations whose responsibility include to manage, operate and market the Public Parking Facilities. The General Manager shall hire, train, supervise and terminate, as Page 12 necessary, personnel to operate cashier booths and perform the required duties; provide supervisory personnel necessary to ensure efficient operation of the facilities; and equip, staff, and maintain a business office. The Commission reserves the right to approve selection of the Operator's General Manager. The Operator shall additionally employ an Assistant Manager who shall be on duty on alternate days when the General Manager is not on duty. 8. The Operator shall provide ten (10) days advance written notice to Commission of any change in its General Managers or Assistant Managers and shall include any change of address or telephone number. 9. The Operator shall provide sufficient personnel at all times to accommodate departing cars in a timely manner. It is the goal ofthe Commission that no car shall wait in line over five (5) minutes before exit. The Commission reserves the right to require the Operator to provide additional staff as required. 10. Operator shall employ personnel to enter and update all computer database functions including but not limited to vehicles, inventory, ingress and egress of vehicles, toll plaza, toll plaza revenues, time functions, and ticket inventories. 11. The Operator shall anticipate peak traffic periods and staff the Premises appropriately. If staffing is anticipated that exceeds authorized budget, the Operator shall, in advance, request a budget increase from the Commission. 12. With the exception ofthe General Manager, the Operator shall provide new uniforms for employees as necessary to assure that employees are dressed in neat, clean, identifiable uniforms at all times. Uniforms shall be consistent in appearance, style and color for all parking employees and subject to the approval ofthe Executive Director. Contractor shall submit a uniform proposal to the Executive Director within 30 days of the execution ofthe Management Agreement. The cost of new uniforms is a reimbursable expense that will be paid by the Operator. Operator's employees, Page 13 while on duty, must wear a photo identification badge, which shall be returned to Operator when employees cease work for the Operator. The names of on-duty cashiers shall be placed on the exterior of the booths to be readily visible by drivers of exiting vehicles. 13. The Operator shall remove from service at the Airport, any employee who is discourteous to any customer or who does not present the professional image the Commission expects of its own employees. The Operator shall immediately remove, from service at the Airport, any employee the Executive Director requests for any reason whatsoever. No employee of the Operator shall use improper language, act in a loud, or boisterous manner, or in any manner act in an improper, inappropriate or offensive way. Employees of operator shall park their vehicles in Long Term Lot-B. Each parking ticket issued to Operator's employees shall be appropriately validated and stapled to employee's shift report in accordance with approved operating procedures. 14. The Operator shall employ experienced and knowledgeable personnel and provide all employees with appropriate operational and customer service training. Operator shall take necessary emergency action to protect the Premises, revenue and safety of the public. 15. The Operator shall be responsible for maintenance ofthe interiors ofthe tollbooths, revenue control office, and any other structures that may be provided hereafter. The Operator shall be responsible for keeping the Premises, including all parking areas, entrance and exit areas, exit tollbooths, revenue control office, rest room and landscaped areas in or immediately adjacent to the Premises in a neat and clean condition at all times. The Operator shall be responsible for operation of the Premises in accordance with the Operations Manual. The Operator shall conduct daily inspections (daytime and nighttime) of the Premises. Written reports of inspections shall be submitted to the Executive Director in the format to be agreed upon by the Executive Director and Operator and shall indicate the condition of lighting, general appearance, potential safety hazards, fire equipment, graffiti, cleanliness and any other items which may be requested by Executive Page 14 Director. The Operator shall notify the Commission of any areas requiring maintenance and/or repair upon discovery of such items. 16. The Operator shall keep the premises at all times free of trash and debris. All trash shall be removed and stored by the Operator in approved receptacles provided by the Commission. The Operator shall be responsible for periodic sweeping of only the parking Premises, the daily removal of debris and trash from the parking Premises including along curbs and between parked vehicles and depositing same in a receptacle provided by the Airport. 17. The Operator shall provide ticket stock and all other supplies in order to ensure effective control and management of the Premises. 18. The Operator shall maintain all of the revenue control equipment. Maintenance contracts shall have the approval of the Executive Director prior to their execution by the Operator. Such costs shall be reimbursable under the Operator's approved annual budget. 19. The Operator shall provide all office furniture, safes, if necessary, equipment and supplies for the exit booths in a manner consistent with the intent ofthis Agreement, such costs to be reimbursed by the Commission by inclusion in the Annual Budget. The purchase of all furniture and equipment shall be subject to the prior approval of the Executive Director. 20. The Operator shall have no power to do any act or make any contract which may create any lien, mortgage or other encumbrance, upon an interest of the Commission in the Premises, or the improvements located thereon. 21. Operator shall provide a cash bank sufficient to accommodate parking transactions. 22. Operator shall provide professional advice to Commission regarding appropriate parking rates, enhanced revenue control systems/equipment, parking facility requirements, signage, internal traffic flow, customer service enhancements, holiday and peak period public information Page 15 needs and operating procedures which will improve the level of service efficiency and profit ofthe parking Premises. 23. Operator shall coordinate with Commission the removal of abandoned vehicles from the parking facilities and relocation of vehicles that are inappropriately parked or remove/relocate vehicles for other operational needs as directed by the Executive Director. 24. The Operator shall provide the Executive Director with copies of any and all written complaints received and the Operator's response thereto within five days. ARTICLE 13 PARKING RATES The following parking rates shall be in effect April 1, 2008. Lon Term Lot o - 40 Free Each hour $0.75 Dail Max $6.00 Short Term Lots A-I and A2 o - 40 min Free Each addl 20 min $0.50 Dail Max $8.00 These parking rates shall remain in effect until authorized and changed only upon approval of the Commission. ARTICLE 14 TRANSITION The Operator shall cooperate with the Commission in achieving an effective and efficient transition ofthe operation of the Premises at the termination ofthis Agreement. Failure to comply with this paragraph is considered damaging to the Commission and shall be sufficient cause for the Commission to demand payment ofthe Operator's performance bond, and the language shall specifically be included in the bond to provide for this condition of the Agreement. ARTICLE 15 FACILITY USAGE REPORTS Page 16 The Operator agrees to furnish the Commission, upon request, facility utilization data in a format approved by the Executive Director. ARTICLE 16 PERFORMANCE AND FIDELITY BOND 1. Upon execution of this Agreement, the Operator shall furnish the Commission with a valid performance bond in the principal sum of seventy-five thousand dollars ($75,000) issued by a company acceptable to the Commission, authorized to do business in the State of Georgia, and payable to the Commission in case this Agreement is canceled for cause or upon default by the Operator. Said bond shall be kept in full force by the Operator during the term of this Agreement and any extension thereof. The bond shall be conditioned to ensure faithful and full performance of all the terms of this Agreement by the Operator. Evidence of the maintenance ofthis performance bond shall be submitted annually, on the anniversary of this Agreement, to the Commission. 2. The Operator agrees to obtain and maintain during the term of this Agreement a fidelity bond in an amount not less than $25,000 guaranteeing the faithful performance ofthe General Manager, Assistant Manager, Supervisors and employees handling or responsible for the handling of daily Gross Receipts. The fidelity bond shall be in a form and drawn on a surety acceptable to the Commission. 3. Operator shall report to Executive Director within 24 hours after Operator becomes aware of any possible theft by employee(s) or any allegation of employee dishonesty. ARTICLE 17 INSURANCE AND INDEMNIFICATION 1. Operator shall provide and maintain, at its own expense which is not reimbursable, the following types and amounts of insurance, during the term of this contract: Page 17 :!Yill: Comprehensive General (Public) Liability - to include (but not limited to) the following: Combined Single Limit for Bodily Injury and Property Damage: $1,000,000 a. Premises/operations b. Independent contractor c. Personal injury liability d. Contractual liability (insuring Indemnity provision within this contract) The above $1,000,000 public liability and property damage shall be primary coverage. Any expense for deductible loss sustained by the Operator where such insurance policy includes a deductible limit approved by the Commission is reimbursable. The procuring of such policy of insurance shall not be construed to be a limitation upon Operator's liability or as a full performance on its part of the indemnification provisions of the Contract. Operator's obligations to the Commission are, notwithstanding said policy of insurance, for the full and total amount of any damage, injury or loss as provided under the terms of the contract. Prior to the contract effective date, Operator shall furnish to Commission certificates or copies of the policies, plainly and clearly evidencing required insurance and thereafter new certificates prior to the expiration date of any prior certificate. Operator understands that it is its sole responsibility to provide this necessary information and that failure to comply timely with the requirements ofthis article shall be a cause for termination ofthis contract, under the provisions of the termination clause. Insurance required herein shall be issued by a company or companies of sound and adequate financial responsibility and authorized to do business in the State of Georgia. All policies shall be subject to examination and approval by the Commission for their adequacy as to form, content, form of protection, and providing company. Insurance required by this contract for the Commission, as additional insured shall be primary insurance and not contributing with any other insurance available to Commission, under any third Page 18 party liability policy. Operator further agrees that with respect to the above-required insurance, the Commission shall: 1. Be named as additional insured/or an insured, as its interest may appear or be provided with a waiver of subrogation. 2. Be provided with 30 days advance notice, in writing, of cancellation or material change. If either requirement # 1 or #2 requires the payment of additional premium by Operator, Operator may present such information to the Commission for its reconsideration. Commission will not be responsible for any of Operator's insurance costs. 2. The Commission shall stand indemnified by the Operator as provided herein. It is expressly understood and agreed by and between the parties that the Operator is and shall be deemed to be an independent contractor responsible to all persons for its respective acts or omissions, and the Commission shall in no way be responsible therefor. 3. The Operator agrees to indemnify, defend, save and hold harmless the Commission, its officers, directors, agents, and employees from any and all claims, liabilities, damages, losses, suits, fines, penalties, demands and expenses, including costs of suit and attorney fees, which any or all ofthem may hereafter incur, be responsible for, or payout as a result of bodily injury (including death) to any person or damage to any property or person, arising out ofthe Premises or any acts or omissions of the Operator, its agents, guests, invitees, employees, or contractors in connection with the Operator's use of the Premises or its operations at the Airport, except to the extent caused by the negligence or willful misconduct ofthe Commission or its officers, directors, agents or employees. 4. Upon the filing with the Commission ofa claim for damages arising out of incidents for which Operator herein agrees to indemnify, defend, save and hold harmless the Commission, the Commission shall notify the Operator of such claim. Any final judgement rendered against the Page 19 Commission for any cause for which the Operator is liable hereunder shall be conclusive against the Operator as to liability and amount, provided the Commission has notified the Operator of such claim as provided above. ARTICLE 18 LOSS CONTROL AND SAFETY The Operator shall retain control over its employees, agents, servants and subcontractors, as well as control over its invitees, patrons and activities on and about the managed Premises and the manner in which such activities shall be undertaken and to that end, the Operator shall not be deemed to be an agent of the Commission. Precaution shall be exercised at all times by the Operator for the protection of all persons, including employees, and property. The Operator shall make special effort to detect hazards and shall take prompt action where loss control/safety measures should reasonably be expected. Operator shall be responsible for ensuring that its employees, agents, servants and subcontractors comply with all safety-related Commission ordinances rules and procedures governing the Airport. ARTICLE 19 TERMINATION 1. This Agreement shall expire at the end ofthe full term hereof, and the Operator shall have no further right or interest in the Premises. 2. The Commission may terminate this agreement upon ninety (90) days written notice to the Operator for any reason whatsoever at the sole discretion of the Commission with the understanding that all services being performed by the Operator under this agreement shall cease upon the date such notice becomes effective. The Commission shall upon invoice, pay for all service rendered to the date of termination as provided for herein. 3. The Commission shall have the right to terminate this Agreement for a violation of Page 20 the terms hereof, at any time after thirty (30) days notice has been given to the Operator and unless corrective action has been taken or commenced within said thirty (30) day period and thereafter diligently completed. 4. The Commission shall have the right to terminate this Agreement immediately upon or after any of the following: a. Assignment for Creditors: The Operator makes a general assignment for the benefit of creditors. b. Bankruptcy: The Operator files a petition for relief as a debtor under any section or chapter of the Federal Bankruptcy Code, as amended from time to time, or under any similar law or statute of the United States or the State of Georgia; or a petition or an answer proposing the entry of any order for relief against the Operator as a debtor in a bankruptcy or reorganization proceeding under any present or future bankruptcy or similar law is filed in any Court. c. Receivership: A receiver, trustee, or custodian is appointed for all or substantially all of the assets of the Operator in any proceeding brought by or against the Operator, or the Operator consents to or acquiesces in such appointment. d. The Commission may terminate this agreement immediately ifthe Operator abandons and discontinues service within the Premises. 5. If this Agreement is terminated, the Commission shall have the right to repossess the Premises in accordance with applicable law without prejudice to any other remedies available to the Commission for such default, absent such reentry. 6. The Operator may terminate this Agreement upon thirty (30) days advance written notice, after any of the following: a. The issuance by any court of competent jurisdiction of an injunction in any Page 21 way preventing or restraining the use of the Airport or any part thereof so as to substantially affect Operator's use of the Airport and the remaining in force of such injunction for a period of ninety (90) days or more, provided, however, that said court action is not due to any fault of Operator. b. The inability of the Operator to use the Airport for a period of ninety (90) days or more because of the issuance of any order, rule or regulation by the Federal Aviation Administration, the United States Department of Transportation, or other governmental entity preventing Operator from operating into and from the Airport, provided, however, that such inability or such order, rule or regulation is not due to any fault of Operator. c. The default by the Commission in the performance of any term herein required to be performed by the Commission, which term substantially affects the Operator's ability to conduct its business under this Agreement, and failure by the Commission to cure or commence to cure and diligently pursue such cure within thirty (30) days after receipt of notice of such default from the Operator. d. The assumption by the United States Government or by any authorized agency thereof of the operation, control or use of the Airport and its facilities or of any substantial partes) thereof, in such manner as substantially to exclude the Operator from the Airport or to prevent it from operating at the Airport, for a period of at least ninety (90) days. e. The substantial restriction of the Operator's ability to conduct its business at the Airport for a period of ninety (90) days or more because of the action of the Federal or State government or any agency or political subdivision thereof substantially restricting the operation of the Airport by the Commission. Page 22 7. Upon expiration of the term, or upon termination of this Agreement, the Operator shall peacefully surrender and vacate the Premises in as good condition as when the term of this Agreement commenced, excepting ordinary wear and tear. The Operator and the Commission agree that all Improvements placed on the Premises shall be and remain the Commission's property upon the expiration of the term or upon the termination of this Agreement. Personal property of the Operator shall be removed at the Operator's expense, within ten (10) days of the expiration, or termination ofthis Agreement. If Operator fails to remove its personal property within said ten (10) day period, the Commission may remove the property and store it, all at the expense ofthe Operator. ARTICLE 20 - SUBORDINATION This Agreement shall be subject and subordinate to all the terms and conditions of any instrument and documents under which the Commission acquired the land or improvements thereon, of which said Premises are a part, and shall be given only such effect as will not conflict with nor be inconsistent with such terms and conditions. Operator understands and agrees that this Agreement shall be subordinate to the provisions of any existing or future agreement between Commission and the United States of America, or any of its agencies, relative to the operation or maintenance ofthe Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the development of the Airport. ARTICLE 21 SUSPENSION OF SERVICES The Commission may, by written notice, direct Operator to suspend performance on all or any part of the services for such period oftime as may be determined by Commission to be necessary or desirable for its convenience. If such suspension causes additional expense to Operator in performance, and not due to fault or negligence of Operator, the Agreement will be adjusted on the basis of actual costs resulting directly from the suspension. Any claim by Operator for a cost Page 23 adjustment must be supported by appropriate documentation asserted promptly after Operator has been notified to suspend performance. In the event that all or any part of the parking facilities shall remain closed or their use substantially restricted for a twenty-four (24) hour period because Operator, for any reason, is unable to provide the personnel necessary to maintain normal operations, Commission shall have the right to take over the duties of Operator, using its own employees or others. ARTICLE 22 ASSIGNMENT AND SUBCONTRACTING 1. The Operator agrees that it will not sell, convey, transfer, mortgage, subcontract, sublease or assign this Agreement or any part thereof, or any rights created thereby, without the prior written consent of the Commission, it being the intention of the Commission to grant this Agreement individually to the Operator. 2. Any assignment or transfer ofthis Agreement or any rights of the Operator hereunder, without the prior written consent of the Commission is invalid, and shall convey to the Commission the right to terminate this Agreement at its sole discretion. ARTICLE 23 NON-DISCRIMINATION 1. Compliance with Title VI of the Civil Rights Act of 1964, 49 CFR 21. A. The Operator, for itself, its personal representatives, successors in interest and assigns, as a part of the consideration hereof, does hereby covenant and agree that if improvements are constructed; maintained, or otherwise operated on the said property described in this Agreement for a purpose for which a United States Department of Transportation program or activity is extended or for another purpose involving the provision of similar services or benefits, the Operator shall maintain and operate such facilities and services in compliance with all other requirements Page 24 imposed pursuant to 49 CFR PART 21, Non-discrimination in Federally Assisted Programs of the Department of Transportation, and as said Regulations may be amended. B. The Operator does hereby covenant and agree that: I. No person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or otherwise subjected to discrimination in the use of said facilities. 11. In construction of any improvements on, over, or under such land and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subject to discrimination, in the provision of such construction or services. 111. The Operator shall operate the Premises in compliance with all other requirements imposed by or pursuant to 49 CFR PART 21, Non-discrimination in Federally Assisted Programs of the Department of Transportation and as said Regulations may be amended. C. The Operator shall include the provisions of paragraph B (i) - (iii) in every subcontract, including procurement of materials and leases of equipment, unless exempt by the Regulations or directives issued pursuant thereto. The Operator shall take such action with respect to any subcontract or procurement as the Commission or the FAA may direct as a means of enforcing such provisions, including sanctions for noncompliance. Provided, however, that if the Operator becomes involved in, or is threatened with litigation with a subcontractor or supplier as a result of such direction, the Operator may request the Commission to enter into such litigation to protect the interests of the Commission and, in addition, the Operator may request the United States to enter into such litigation to protect the interests of the United States. Page 25 2. Compliance with U.S. Department of Transportation's regulations, 49 CFR Part 23 (1) This agreement is subject to the requirements ofthe U.S. Department of Transportation's regulations, 49 CFR Part 23. The concessionaire or contractor agrees that it will not discriminate against any business owner because of the owner's race, color, national origin, or sex in connection with the award or performance of any concession agreement, management contract, or subcontract, purchase or lease agreement, or other agreement covered by 49 CFR Part 23. (2) The concessionaire or contractor agrees to include the above statements in any subsequent concession agreement or contract covered by 49 CFR Part 23, that it enters and cause those businesses to similarly include the statements in further agreements. 3. Compliance with Section 250 of the Airport and Airway Improvement Act of 1982, 14 CFR 152, Subpart E. The Operator shall assure that no person is excluded from participating in, denied the benefits of, or is otherwise subjected to discrimination in the conduct ofits activities, on the grounds of race, creed, color, national origin or sex, and shall comply with the requirements of 14 CFR 152 Subpart E to the extent that such requirements are applicable to the Operator's activities at the Airport. 3. Compliance with the Lease Agreement. The Operator agrees that it shall not discriminate against any employee or applicant for employment with respect to hire, tenure, terms, conditions or privileges of employment, or any matter related to employment because of such employee's or applicant's race, color, religion, national origin, ancestry, age or sex, except where a requirement as to age or sex is based on a bona fide occupational qualification. 4. Cooperation with Enforcement Procedures. The Operator further agrees to comply with such enforcement procedures as the United States Page 26 might demand that the Commission take in order to comply with its Sponsor's Assurances to the United States. ARTICLE 24 GENERAL PROVISIONS 1. The Commission reserves the right to further develop or improve the Airport as it sees fit. 2. The Commission reserves the right to maintain and keep in repair the landing area and all publicly owned facilities of the Airport, together with the right to direct and control all activities of the Operator in this regard. 3. During a time of war or national emergency, the Commission shall have the right to lease the landing area or any part ofthe Airport to the United States Government for military or naval use, and, if such lease is executed, the provisions of this Agreement, insofar as they are inconsistent with the provisions ofthe lease to the United States Government, shall be suspended. 4. The Commission reserves the right to take any action it considers necessary to protect the aerial approaches of the Airport against obstruction, together with the right to prevent the Operator from erecting, or permitting to be erected, any building or any other structure on, or adjacent to, the Airport, which, in the opinion of the Commission, would limit the usefulness of the Airport or constitute a hazard to aircraft, as determined by the appropriate state or federal law, rules and regulations including, but not limited to 14 CFR Part 77. 5. Use Nonexclusive: This Agreement shall be nonexclusive and subordinate to the provisions of any existing or future agreements between the Commission and the United States, relative to the operation or maintenance of the Airport, the execution of which has been or may be required as a condition precedent to the expenditure of federal funds for the development of the Airport. Page 27 6. The Operator agrees to abide by all Federal, State and local laws, ordinances, rules and regulations which may be applicable to its operation under this Agreement and to abide by the ordinances, rules and regulations ofthe Commission which may from time to time be formulated by the Commission in regard to the management, operation or use of the Airport. 7. Cumulative Remedies: Each of the rights and remedies provided by this Agreement shall be cumulative and shall not be exclusive of any other rights or remedies provided by this Agreement or allowed by law. 8. Waivers: Failure by the Commission to insist upon the strict performance by the Operator of any ofthe terms herein contained shall not constitute a waiver of the Commission's right to thereafter enforce any such term, but the same shall continue in full force and effect. The exercise of any right to terminate arising under this Agreement shall not operate to deprive the Commission of any co-existing right to seek damages or other remedies arising from the default of the Operator. 9. The acceptance of rents or fees or the continued performance by the Commission of its obligations under this Agreement after a default by the Operator in its performance of any of Operator's obligations under this Agreement shall not be deemed a waiver ofthe Commission's right to terminate this Agreement for such default. 10. The Operator shall not use, or permit the use of, the Premises or any part thereof, for any purpose or use other than those authorized by this Agreement. 11. Choice oflaw and venue: This Agreement shall be performable and enforceable in the Superior Court of Richmond County, Georgia, and shall be construed in accordance with the laws of the State of Georgia. Operator by execution of this Agreement specifically consents to jurisdiction and venue in the Superior Court of Richmond County and waives any right to contest same. 12. This Agreement is made for the sole and exclusive benefit ofthe Commission and the Operator, their successors and assigns, and is not made for the benefit of any third party. Page 28 13. In the event of any ambiguity in any of the terms of this agreement, it shall not be construed for or against any party hereto on the basis that such party did or did not author the same. 14. All covenants, stipulations and agreements in this Agreement shall extend to and bind each party hereto, its legal representatives, successors and assigns. 15. The titles of the several articles of this Agreement are inserted herein for convenience only, and are not intended and shall not be construed to affect in any manner the terms hereof, or the interpretation or construction thereof. 16. Nothing herein contained shall create or be construed to create a co-partnership between the Commission and Operator or to constitute the Operator an agent of the Commission. The Commission and Operator each expressly disclaim the existence of such a relationship between them. 17. Invalid Provision: If any covenant, condition or provision contained in this Agreement is held to be invalid by any Court of competent jurisdiction, the invalidity of any such covenant, condition or provision shall in no way affect any other covenants, conditions or provisions contained in this agreement; provided, that the validity of such covenant, condition or provision does not materially prejudice either the Commission or Operator in its respective rights and obligations contained in the valid covenants, conditions or provisions of this agreement. 18. Interpretation of Agreement: Nothing in the Agreement shall be construed or interpreted in any manner whatsoever as limiting, relinquishing or waiving any right of ownership enjoyed by the Commission in the Airport property, or in any manner waiving or limiting the Commission's control over the management, operation, or maintenance of the Airport property, except as specifically provided for in this Agreement, or in any manner impairing the right of the Commission. 19. Force Maieure. Neither the Commission nor Operator shall be deemed to be in Page 29 violation of this Agreement for reason of failure to perform any of its obligations hereunder, by reason of strikes, boycotts, labor disputes, embargoes, shortages of materials, acts of God, acts ofthe public enemy, flight restrictions, weather conditions, riots, rebellion, accidents, sabotage or any other events, conditions or circumstances for which it is not responsible and/or which are not within its control. 20. Conflict of Interest: The Operator agrees that, upon signing of this Agreement or within five (5) days after the acquisition of any interest herein described during the term of this Agreement, the Operator shall disclose in writing to the Commission whether any Commission Member or Officer or employee of the Commission has or hereafter acquires any direct, indirect, legal or beneficial interest in the Operator or in any contract, lease or agreement between the Commission and the Operator, or in any franchise, concession, right or privilege of any nature herein or otherwise granted by the Commission to the Operator. 21. Notices: Notices to the parties shall be deemed sufficient ifin writing and mailed, postage prepaid, address to: The Commission: Augusta Regional Airport 1501 Aviation Way Augusta, GA 30906-9600 A TTN: Executive Director Operator: Republic Parking System, Inc. Suite 2000 Republic Centre Chattanooga, Tennessee 37450 ATTN: James C. Berry, Chairman and CEO Page 30 ARTICLE 25 ENTIRE AGREEMENT 1. This Agreement consists of Articles 1 to 25 inclusive. 2. This Agreement represents the entire and integrated Agreement between the Commission and Operator superseding all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both the Commission and Operator. IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed ,ft" q day of J-..<,l.--J this ,2008. AUGUSTA, GEORGIA BY: LQ~-1 ~ A~.l.l~~~ R ";:~"'/\l.lCHMoJ\tb "~~ ,,:.,.'" .,-~ .......... "t" ,#. 4;;;;~ .,._0 eoq. '-() 1~ H (, .... ..~ (:, f ~ '" 6 _' ..~", "id 0.;..)" .~",!l_. i1. J\7*E-:"...' ~ 1"1...1;1 "'" "'/ . .. "-t1; -, l:~ ~(,J: . -'~:'l.; ~;.E . p~_ <'I.. -' . ....-~'1 - \:_. " ..,;,_:,,).~'t~'~;~.\...' I:;' f ~ to ....,~'l:i!'ti.';,r,t " "~- ~j, ".. I!~T." "e "ell ".~ 1m c'" \.\ If. t.e ~~ .o.~;o~s ~i~ ~~... GJ.;{)RG~!" .",,-:"1Y '\.~"\i'l.~..~,;~.,~'-~""- ~~~"- ~ REPUBLICINFR&CS PARKING SYSTEM LP BY: (V-/~ AS ITS: _ erP [SEA'l~ ] ~~ ... /~ ATIE " - ....,...l .. Page 31