HomeMy WebLinkAboutRepublic/Payne Parking System
Augusta Richmond GA
DOCUMENT NAME: 9.c.puti\c, I tolJOC ~o-xpf\Cj StjS-1-eXYJ
DOCUMENT TYPE: OCj<eef'reX\T
YEAR: 0\
BOX NUMBER: \ L\
- FILE NUMBER: \CS1Q<6'
NUMBER OF PAGES: CP
PARKING MANAGEMENT AGREEMENT
PUBLIC PARKING FACILITIES AT
AUGUST A REGIONAL AIRPORT
TillS AGREEMENT, made and entered into thi~day of IYIPI~, 2001, 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
Republic/Payne Parking System with offices
at Suite 2000Republic Centre in Chattannoga, Tennessee , (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 of
a company specializing in the management, operation and marketing of airport public parking
facilities; and
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WHEREAS, the Commission has solicited responses to a Request for Proposal to manage,
operate and market i~s 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 of the mutual covenants and conditions contained
herein, the parties do hereby agree as follows:
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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, as
Exhibit "A." These Premises include Long Term Lot-B consisting of 402 spaces, Short Term Lot-
Al consisting of 126 spaces, Short Term Lot-A2 consisting of 106 spaces, Credit Card Lot-E
consisting of 174 spaces, totaling 808 spaces. The parking meters are not included in the Premises.
ARTICLE 2
TERM
1. This Agreement shall commence at 12:00 a,m, on January 1,2002 and continue for
a period of three (3) years, terminating at midnight on December 31, 2004.
2, The Commission reserves the right to renew this Agreement, at the sole discretion
of the Commission and under terms to be detennined 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 of this 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.
Page 2
ARTICLE 3
GROSS RECEIPTS
1. The Operator shall collect and hold in trust for and on behalf of the Commission all
Gross Receipts due from parking customers. "Gross Receipts due" as used herein shall be defined
as all sums collected by the Operator or sums which should have been collected by the Operator
from the rental of space for the parking and storage of motor vehicles whether on an hourly, daily,
weekly, or monthly basis, less all refunds, credit card fee discounts, and other discounts as
authorized by 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 revenues from parking
meters collected by the Executive Director will not be included in Gross Receipts. Parking meters
are located outside of the Premises. Gross Receipts due the Commission shall include and reflect
adjustments for any and all cashier shortages, overcharges, undercharges, and uncollected parking
fees. Dishonored checks, uncollectable or uncollected fees and credit card charges and other bad
debts shall not be included in gross receipts provided such transactions were processed in accordance
with procedures previously accepted and approved by the Executive Director.
2. The Operator shall deposit all Gross 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 Gross Receipts by the end of the next banking day
following collection shall be assessed equaling ten percent (10%) of the total amount of that day's
Gross Receipts. Failure to deposit the Gross Receipts within the required time period in excess of
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two (2) occurrences per month shall be cause for immediate termination of this agreement.
3. The Operator shall submit to the Commission a montWy 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
1. The Commission shall reimburse the Operator for all approved operating expenses
incurred in the management, operation and marketing of the Premises. "Operating Expenses" as
used herein shall include all expenses relating to the management, operation and marketing of the
Premises, including all salaries and wages, workmens 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,
2. Specifically, Operating Expenses shall not include costs of business licenses, permits,
headquarters bookkeeping, administrative, or accounting fees, liability insurance as described in
Article 18, bid/proposal, performance and fidelity bonds which shall be paid by the Operator from
the Operator's Management Fee as defined in Article 5. Operating Expenses shall also not include
taxes on the Operator's personal property, debt retirement, or any other expenditure that is not
included in the Operator's approved annual budget as included and defined herein, and not approved
by the Commission in writing.
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3. 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 Oper~tor for all authorized and approved budgeted expenses,
less any undocumented expenses, within thirty (30) days following receipt by the Commission of
such invoice. The monthly Operator's Management Fee shall be included in the monthly invoice.
Except for payroll and payroll related expenses, receipts for all expenditures shall be included with
the monthly invoice. Payroll and payroll related expenses shall be submitted in accordance with the
policies agreed to between the Commission and the Operator. The monthly invoice shall be in a
format approved by the Executive Director.
4. 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 of the 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
Page 5
fee shall be as follows:
First Year
Second Year
Third Year
Total
$21,000
$24,000
$27,000
$72,000
ARTICLE 6
ANNUAL BUDGET
1. The Operator shall submit to the Commission , ninety (90) days prior to each
mmiversary date of this 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 in any single month period shall not be reimbursed by the
Commission unless prior written approval is received from the Executive Director.
3. Following execution and return of this 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.
Page 6
ARTICLE 7
OPERA TIONAL !>ROCEDURES 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 of the commencement date of this Agreement. The Manual shall include, at
a minimum, the following:
a. General operating and management policies
b. Customer service policies
c. Example of monthly invoice to 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
1. Emergency procedures and phone numbers
J. Manager's office and home phone number
k. Company personnel policies
1. 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 of the Manual
to assure that all data is current. The Manual shall be reviewed and revised annually within 30 days
following the annual commencement date of this Agreement. It shall be the Operator's
responsibility to submit the revised manual for review and approval by the Executive Director.
Page 7
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:
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
Page 8
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 of the Premises
without the express written permission of the Executive Director.
4. At the expiration or tennination of this Agreement, the Operator shall turn over to the
Commission all the books and records of gross receipts and operating expenses, including supporting
documents, maintained throughout the term of this Agreement.
S, 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
1. Lost tickets shall be accow1ted for by a lost ticket form, in a format approved by the
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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 of the following graduated scale:
Percentage of Missing Tickets
Penalty
.000-.005
.005-.01
.01-.015
.015 and above
$0
$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 fOffi1at 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
Page 10
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 of the Premises
to prevent illegal parking. The patrolling and enforcement of meter parking shall be in accordance
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 of the 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 of the 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
Page 11
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 ~ of 1 % above
the official prime rate as stated in the Wall Street Journal as of the date the equipment is invoiced.
All such equipment shall be owned by 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.
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 submit to the Executive Director, monthly no later than twentieth (20th)
Page 12
day of the month following the month of operation, a statement, witnessed and certified correct by
an officer of the company, accounting for all Gross Receipts due from the Premises during the
previous month.
5. The Operator shall continuously operate the Premises twenty-four hours per day, seven (7)
, days per week, including holidays except as authorized by the Commission.
6, The Operator shall employ a General Manager experienced in parking administration who
, will devote his/her full time to the performance of Operator's responsibilities established in this
Agreement. The General Manager will meet regularly with 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
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.
7, 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.
8. The Operator shall provide sufficient personnel at all times to accommodate departing cars
in a timely manner. It is the goal of the 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.
9. Operator shall employ personnel to enter and update all computer database functions
Page 13
including but not limited to vehicles, inventory, ingress and egress of vehicles, toll plaza, toll plaza
revenues, time functions, and ticket inventories,
10. The Operator shall anticipate peak traffic periods and staff the Premises appropriately. If
staffing is anticipated that exceeds authorized budget, the Operator shall, in advance, request a
budget increase from the Commission.
11, With the exception of the General Manager, the Operator shall provide new uniforms for
employees as necessary to assure that employees are dressed in neat, clean, identifiable uniforms at
all times. Uniforms shall be consistent in appearance, style and color for all parking employees and
subject to the approval of the Executive Director. Contractor shall submit a uniform proposal to the
Executive Director within 30 days of the execution of the Management Agreement. The cost of new
uniforms is a reimbursable expense that will be paid by the Operator. Operator's employees, while
on duty, must wear a photo identification badge, which shall be returned to Operator when
employees cease work for the Operator. The names of on-duty cashiers shall be placed on the
exterior of the booths to be readily visible by drivers of exiting vehicles.
12, The Operator shall remove from service 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 maImer 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.
13, The Operator shall employ experienced and knowledgeable personnel and provide all
Page 14
employees with appropriate operational and customer service training. Operator shall take necessary
emergency action to protect the Premises, revenue and safety of the public.
14. The Operator shall be responsible for maintenance of the interiors of the tollbooths, revenue
control office, and any other structures that may be provided hereafter. The Operator shall be
responsible for keeping the Premises, including all parking areas, entrance and exit areas, exit
tollbooths, revenue control office, rest room and landscaped areas in or immediately adjacent to the
Premises in a neat and clean condition at all times. The Operator shall be responsible for operation
of the Premises in accordance with the Operations Manual. The Operator shall conduct daily
inspections (daytime and nighttime) of the Premises. Written reports of inspections shall be
submitted to the 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
Director. The Operator shall notify the Commission of any areas requiring maintenance and/or
repair upon discovery of such items.
15, The Operator shall keep the premises at all times free oftrash 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.
16. The Operator shall provide ticket stock and all other supplies in order to ensure effective
control and management of the Premises.
Page 15
17, 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.
18, The Operator shall provide all office furniture, safes, if necessary. equipment and supplies
for the exit booths in a manner consistent with the intent of this Agreement, such costs to be
reimbursed by 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.
19, The Operator shall have no power to do any act or make any contract which may create any
lien, mortgage or other encumbrance, upon an interest of the Commission in the Premises, or the
improvements located thereon.
20, Operator shall provide a cash bank sufficient to accommodate parking transactions.
21. Operator shall provide professional advice to 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 needs and
operating procedures which will improve the level of service efficiency and profit of the parking
Premises.
22. 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.
23. 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.
Page 16
ARTICLE 13
PARKING RATES
The following parking rates have been in effect since October 1, 1999.
Long Term Lot Short Term Lots A-I and A2 Credit Card Lot
Each hour $0.75 o - 20 min Free o - 6 hours $3.00
Daily Max $5.00 Each add I 20 min $0.50 6-24 $6.00
Daily Max $7.00
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 of the operation of the Premises at the termination of this Agreement. Failure to
comply with this paragraph is considered damaging to the Commission and shall be sufficient cause
for the Commission to demand payment of the Operator's performance bond, and the language shall
specifically be included in the bond to provide for this condition of the Agreement.
ARTICLE 15
FACILITY USAGE REPORTS
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)
Page 17
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 of this 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 of the
General Manager, Assistant Manager, Supervisors and employees handling or responsible for the
handling of daily Gross Receipts. The fidelity bond shall be in a form and drawn on a surety
acceptable to 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:
~
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
Page 18
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 of this article shall be a cause for termination of this contract, under the provisions of
the termination clause.
Insurance required herein shall be issued by a company or companies of sound -and adequate
financial responsibility and authorized to do business in the State of Georgia, All policies shall be
subject to examination and approval by 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 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
Page 19
material change;
If either requirement #1 or #2 require 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 of them 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 of the Premises or
any acts or omissions of the Operator, its agents, guests, invitees, employees, or contractors in
connection with the Operator's use of the Premises or its operations at the Airport, except to the
extent caused by the sole negligence or willful misconduct of the Commission or its officers,
directors, agents or employees.
4. Upon the filing with the Commission of a claim for danlages 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
Comnlission 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.
Page 20
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
TERMINA TION
1. This Agreement shall expire at the end of the full term hereof, and the Operator shall
have no further right or interest in the Premises,
2. The Commission may tel111inate 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
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 conm1enced within said thirty (30) day period and thereafter
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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. Bankruptcv: 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 if the 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
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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 bfthe 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
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the Federal or State government or any agency or political subdivision
thereof substantially restricting the operation of the Airport by the
Commission,
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 of this 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 of the 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 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.
ARTICLE 21
SUSPENSION OF SERVICES
The Commission may, by written notice, direct Operator to suspend performance on all or
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any part of the services for such period of time 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
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 tIns Agreement
individually to the Operator.
2. Any assignment or transfer of this Agreement or any rights of the Operator
hereunder, without the prior written consent of the Commission is invalid, and shall convey to the
Commission the right to terminate this Agreement at its sole discretion.
ARTICLE 23
NON-DISCRIMINA TION
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
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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
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:
1. 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.
II. 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
Page 26
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.
2. 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 of its 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 might demand that the Commission take in order to comply with its Sponsor's Assurances
to the United States.
Page 27
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 AirpOli, 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 of the 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' of the 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,
6. The Operator agrees to abide by all Federal, State and local laws, ordinances, rules
Page 28
and regulations which may be applicable to its operation under this Agreement and to abide by the
ordinances, rules and regulations of the 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 of the 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 of the 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 of law and venue: This Agreement shall be performable and enforceable in
the Superior Court of Richmond County, Georgia, and shall be construed in accordance with the
laws of the State of Georgia. Operator by execution of this Agreement specifically consents to
jurisdiction and venue in the Superior Court of Richmond County and waives any right to contest
same.
12. This Agreement is made for the sole and exclusive benefit of the Commission and
Page 29
the Operator, their successors and assigns, and is not made for the benefit of any third party.
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 thee
Page 30
Commission.
19. Force Majeure. Neither the Commission nor Operator shall be deemed to be in
violation of this Agreement for reason of failure to perform any of its obligations hereunder, by
reason of strikes, boycotts, labor disputes, embargoes, shortages of materials, acts of God, acts of
the public enemy, flight restrictions, weather conditions, riots, rebellion, accidents, sabotage or any
other events, conditions or circumstances for which it is not responsible and/or which are not within
its control.
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 fi-anchise, 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 if in writing and mailed,
postage prepaid, address to:
The Commission:
Augusta Regional Airport
1501 Aviation Way
Augusta, GA 30906-9600
ATTN: Executive Director
Operator:
Republic/Payne Parking System
Suite 2000 Republic Centre
Chattanooga, Tennessee 37450
A TTN: Chris Howley
Page 31
ARTICLE 25
ENTIRE AGREEMENT
1, This Agreement consists of Articles 1 to 25 inclusive and Exhibits A and B.
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
this
day of
,2001.
AUGUST A AVIATION COMMISSION
JBy:~9i.1/t~(.
~ ASITS:_e.uJ"~
REPUBLIC/P A YNE PARKING SYSTEM
BY: ~A~
AS I S: ' 'c.' C-J49-I ~ /IJ If-yI
[SEAL]
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