HomeMy WebLinkAboutREPUBLIC/PAYNE PARKING SYSTEM AUG MARRIOTT RIVERFRONT
Revised 04/06/2006 - SES
STATE OF GEORGIA
COUNTY OF RICHMOND
PARKING MANAGEMENT AGREEMENT
PUBLIC PARKING FACILITIES
AUGUSTA MARRIOTT RIVERFRONT, FORMERLY
AUGUSTA RADISSON RIVERFRONT
THIS parking MANAGEMENT AGREEMENT, made and entered into this ;2Y day of ~
201i.b by and between the CITY OF AUGUSTA, hereinafter referred to as "AUGUSTA", and
Republic Parking System, Inc. d/b/a Republic/Payne Parking System, a corporation organized
and existing under the laws of the State of Tennessee and registered in the State of Georgia,
with an office located at Suite 2000, Republic Centre, Chattanooga, Tennessee 37450,
hereinafter referred to as OPERATOR.
WITNESSETH:
WHEREAS, AUGUSTA is the operator of Radisson and Convention Center Parking Facility
(hereinafter "Facility"), boated in the County of Richmond, State of Georgia, and wishes to offer
attended parking services at the Radisson Riverfront Center parking deck and surface parking
("parking facilities"); and .
WHEREAS, AUGUSTA deems it advantageous to the public to retain the services of a company
specializing in the management, operation and marketing of public parking facilities; and
WHEREAS, AUGUSTA has solicited responses to a Request for Proposal to manage, operate
and market its public parking facilities; and
WHEREAS, AUGUSTA has determined that the OPERATOR's response to AUGUSTA's
Request for Proposals to manage, operate and market the public parking facilities was the
proposal most advantageous to AUGUSTA and to the public interest; and
WHEREAS, the OPERATOR has experience in providing parking services and has an
experienced parking management team, and has well trained employees available to operate
the parking facility; and
WHEREAS, AUGUSTA and OPERATOR desire to enter into an Agreement based on the
OPERATOR's response to AUGUSTA's Request for Proposals; and
WHEREAS, AUGUSTA and the OPERATOR have agreed to the terms and conditions for
operation of the parking facilities as herein provided
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained herein,
the parties do hereby agree as follows:
NOW, THEREFORE, for and in consideration of the mutual. covenants and promises herein
contained and other valuable considerations, and the AUGUSTA and the OPERATOR agree as
follows:
Revised 04/06/2006
ARTICLE 1
PREMISES
AUGUSTA hereby grants to OPERATOR and OPERATOR hereby accepts the exclusive right
and obligation of administering, managing and operating the parking operations with respect to
the Facilities located at the Radisson Convention Center hereinafter referred to as the
"Premises."
ARTICLE 2
TERM: OPTIONS TO RENEW
1. TERM: The initial term of this Agreement shall be from February 1, 2006 at 12:01 AM,
through and including January 31, 2007 at 11 :59 PM.
2. AUGUSTA reserves the right to renew this Agreement, at the sole discretion of
AUGUSTA and under terms to be determined by AUGUSTA, for two (2) additional one
(1) year renewal terms. If AUGUSTA chooses to exercise its right to renew this
Agreement, the OPERATOR shall be notified of the terms which AUGUSTA has so
determined and AUGUSTA shall notify the OPERATOR of its intention to exercise this
right, at least one hundred twenty (120) days before the expiration of this Agreement.
The OPERATOR shall have the choice as to whether to accept AUGUSTA's proposal,
or allow the Agreement to expire, and shall so notify AUGUSTA in writing within thirty
(30) days of receipt of AUGUSTA's proposal. Nothing in this paragraph shall be
construed as to require AUGUSTA to exercise such option to renew or to require the
OPERATOR to accept such proposal from AUGUSTA.
ARTICLE 3
GROSS RECEIPTS
1. The OPERATOR shall collect and hold in trust for and on behalf of AUGUSTA all Gross
Receipts due from parking customers. "Gross Receipts due" as used herein shall be
defined as all sums collected by the OPERATOR from the rental of space for the parking
and storage of motor vehicles whether on an hourly, daily, weekly, or monthly basis, less
all refunds, credit card fee discounts, and other discounts as authorized by AUGUSTA;
sales tax, use tax, excise tax, occupancy tax, gross receipts tax, or other taxes assessed
upon or attributable to said receipts. Said taxes shall be held by the OPERATOR and
paid directly to the taxing entity involved. All taxes, discounts and refunds shall be
accounted for and included in the OPERATOR's monthly revenue statement including
fees or discounts paid to a third party derived from usage of credit cards to pay parking
fees Gross Receipts due AUGUSTA shall include and reflect adjustments for any and all
cashier shortages, overcharges, undercharges, and uncollected parking fees.
Dishonored checks, uncollectable or uncollected fees and credit card charges and other
bad debts shall not be included in gross receipts provided such transactions were
processed in accordance with procedures previously accepted and approved by the
Assistant Director.
2. The OPERATOR shall deposit all Gross Receipts into an account as designated by
AUGUSTA and in the name of AUGUSTA, prior to the end of the next banking day after
collection. A penalty for failure to deposit said Gross Receipts by the end of the next
banking day following collection shall be assessed equaling ten percent (10%) of the
total amount of that day's Gross Receipts. Failure to
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deposit the Gross Receipts within the required time period in excess of two (2) occurrences per
month shall be cause for immediate termination of this agreement.
3. The OPERATOR shall submit to AUGUSTA a monthly statement accounting for all "Gross
Receipts" due by the twentieth (20th) day of the month following the month of operation. The
monthly revenue statement shall be in a format approved by the Assistant Director. Failure to submit
this statement on or before the indicated date may be, cause for immediate cancellation of this
agreement.
4. The OPERATOR shall be granted an operating fund advance equivalent to 2 months operating
expenses, to be credited against the first two months of operation. This advance is applicable solely
to the initial term of this agreement. OPERATOR's that may be continuing to operate the facility
under a new contract will not be granted an advance.
ARTICLE 4
OPERATING EXPENSES
I. AUGUSTA shall reimburse the OPERATOR for all approved operating expenses incurred in the
management, operation and marketing of the Premises. "Operating Expenses" as used herein
shall include all expenses relating to the management, operation and marketing of the Premises,
including all salaries and wages, workmen's compensation insurance as provided by state law,
related payroll taxes, uniforms, supplies, tools, cleaning, maintenance, repair costs to revenue
control/office equipment, certified annual audit, tickets, postage, office and marketing expense,
hospitalization insurance, and other expenses as authorized and included within an operating
budget approved in advance by AUGUSTA.
2. Specifically, Operating Expenses shall not include costs of business licenses, permits, headquarters
bookkeeping, administrative, or accounting fees, liability insurance as described in Article 18,
bid/proposal, performance and fidelity bonds which shall be paid by the OPERATOR from the
OPERATOR's Management Fee as defined in Article 5. Operating Expenses shall also not include
taxes on the Operator's personal property, debt retirement, or any other expenditure that is not
included in the OPERATOR's approved annual budget as included and defined herein, and not
approved by AUGUSTA in writing.
3. The Operator shall invoice AUGUSTA, by the twentieth (20th) day of the month following the month
of operation, for its Operating Expenses incurred in a single monthly period. AUGUSTA shall
reimburse the OPERATOR for all authorized and approved budgeted expenses, less any
undocumented expenses, within thirty (30) days following receipt by AUGUSTA of such invoice. The
monthly Operator's Management Fee shall be included in the monthly invoice. Exceptfor payroll and
payroll related expenses, receipts for all expenditures shall be included with the monthly invoice.
Payroll and payroll related expenses shall be submitted in accordance with the policies agreed to
between AUGUSTA and the OPERATOR. The monthly invoice shall be in a format approved by the
Assistant Director.
4. Any disputed invoices or charges shall be deducted by AUGUSTA from the OPERATOR's invoice.
The Assistant Director of Public Services, Facilities Management Division, (hereinafter Assistant
Director) shall provide the OPERATOR, in writing prior to the time of payment of the monthly
invoice, reasons for the deduction. The OPERATOR, within thirty (30) days, has the right to present
a written explanation of the disputed invoices or charges to AUGUSTA. The Assistant Director shall
determine the validity of the disputed invoices or charges based on additional documentation
supplied by the OPERATOR. If approved, after additional documentation .is considered, the amount
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shall be added to the next invoice paid by AUGUSTA. The Assistant Director's decision in any
matter pertaining to disputed invoices or charges is final.
ARTICLE 5
COMPENSATION
1. As compensation for the OPERATOR's performance hereunder, AUGUSTA shall pay to the
OPERATOR each month a Management Fee. Such fee shall be included in the monthly invoice as
indicated in Article 4. The monthly management fee shall be one-twelfth (1/12) of the annual
management fee for each year ~-1succeeding year as defined in Article 2. The annual management
fee for the Initial Term shall be $.J;i. S"{ 0 0 () ;: ~
2. Additionally, as an incentive for OPERATOR to maximize and increase the total revenue generated
from the Premises, AUGUSTA agrees to pay operator a percentage of all "net revenues" generated
in excess of $100,000 dollars as herein provided:
a. If net revenues equal $100,001 to $200,000 dollars, AUGUSTA shall receive 70%
and OPERATOR 30% of all such revenues;
b. If net revenues equal $200,001 to $400,000 dollars, AUGUSTA shall receive 60%
and OPERATOR 40% of all such revenues;
c. If net revenues are greater than or equal to $400,001 dollars, AUGUSTA shall
receive 50% and OPERA TOR 50% of all such revenues.
Under this Article, "net revenues" shall mean the total amount of all revenues generated by
OPERATOR, for AUGUSTA, minus maintenance fees, and all operating expenses.
ARTICLE 6
ANNUAL BUDGET
1. The OPERATOR shall submit to AUGUSTA, ninety (90) days prior to each anniversary date of this
Agreement, an annual and monthly budget, for all Operating Expenses to be incurred during the
year. AUGUSTA shall notify the OPERATOR of any changes to the budget or budget approval, on
or before the anniversary date of this Agreement.
2. Upon approval by AUGUSTA, all Operating Expenses included in the annual budget shall be
considered authorized and reimbursable, as incurred, to the OPERATOR. Changes to the annual
budget shall be approved in writing by AUGUSTA. Any expense incurred by the Operator above the
pre-approved budget in any single month period shall not be reimbursed by AUGUSTA unless prior
written approval is received from the Assistant Director.
3. An initial budget for 2006 is attached to this Agreement as Exhibit A.
ARTICLE 7
OPERATIONAL PROCEDURES AND POLICY MANUAL
1. An Operational Procedures and Policy Manual (hereinafter "Manual"), reflecting the operation of the
facility as proposed by the Operator shall be submitted to the Assistant Director within thirty (30)
days of the commencement date of this Agreement. The Manual shall include, at a minimum, the
following:
a. General operating and management policies
b. Customer service policies
c. Example of monthly invoice to AUGUSTA
d. Cash control, audit and ticket exceptions including validation procedures
e. Lost Ticket and Missing Ticket procedures
f. Employee job descriptions
g. Employee training guide
h. Employee schedules .
i. Emergency procedures and phone numbers
j. Manager's office and home phone number
k. Company personnel policies
I. Check and credit card approval procedures
m. Daily clean-up of premises
2. The Manual shall be modified as the operation of the facility or the information contained in the
Manual changes. The Operator is responsible for the maintenance of the'Manual to assure that all
data is current. The Manual shall be reviewed and revised annually within 30 days following the
annual commencement date of this Agreement. It shall be the Operator's responsibility to submit the
revised manual for review and approval by the Assistant Director.
ARTICLE 8
RECORDS AND REPORTS
1. The Operator shall keep and maintain true and accurate records of gross receipts and operating
expenses in accordance with generally accepted accounting principles. The Operator shall submit
daily to the Assistant Director or designated representative a validated deposit slip for the previous
day(s)'s receipts. The Operator shall submit monthly to the Assistant Director of Public Works,
Facilities Management Division, or designated representative, as'directed by the Assistant Director,
the following:
a) An activity report reconciling total Gross Receipts to the daily deposits.
b) Daily report of Gross Receipts, overnight vehicle count, ticket validations and
exceptions, and ticket reconciliation in accordance with the Operations Procedures
and Policy Manual.
c) Monthly activity and Gross Receipts summaries and certifications, to be reconciled to
daily reports.
In addition, the. Operator shall have available to the Assistant Director or designated representative
for inspection, upon forty-eight (48) hours notice and within normal business hours, the following:
a. Records of all tickets purchased and used including dispenser number from which
used and date used.
b. All used parking tickets, lost ticket forms and validations for a twelve (12) month
period. At the end of this period, all of these records shall be turned over to the
Assistant Director.
c. All shift reports for a twelve (12) month period. At the end of this period, copies of all
of these records shall be turned over to the Assistant Director.
d. Any and all other accounting records maintained locally which pertain to the receipt of
parking revenues and operating expenses.
2. The Operator shall make all records available upon forty-eight (48) hours notice, no matter where
retained, during normal business hours, at the Assistant Director's office.
3. The Operator shall not destroy any records pertaining to the operation of the Premises without the
express written permission of the Assistant Director.
4. At the expiration or termination of this Agreement, the Operator shall turn over to AUGUSTA all the
books and records of gross receipts and operating expenses, including supporting documents,
maintained throughout the term of this Agreement.
5. All source records of Gross Receipts, which shall include but not be limited to: Parking Tickets, Cash
Register Tapes, Shift Reports, Master Reports, Daily Revenue Reports, whether computer
generated or manually generated, shall be kept at all times within the City of AUGUSTA. These
records shall be maintained by the Operator until the annual report required above is delivered to
and accepted by AUGUSTA, at which time they shall be delivered to AUGUSTA for further
disposition. AUGUSTA shall provide and maintain such storage facilities as necessary to facilitate
the storage of the above records and shall provide reasonable access to such facilities. All data
bases for such purpose will be maintained by the Operator who shall assure that adequate hard
copies and data backups are done on a routine basis; data backups should be stored on an
approved media for such storage for a period of time requested by AUGUSTA.
ARTICLE 9
AUDIT
Within 90 days following the end of each fiscal year, Operator shall provide an unqualified statement
certified by an Independent Certified Public Accountant in accordance with generally accepted accounting
principles (GAAP) certifying that Gross Receipts due AUGUSTA and Operating Expenses are true and
accurately reported as defined within 'this ~greement. The cost of the audit will be considered an operating
expense.
AUGUSTA reserves the right to audit all books and records of the Operator at any time upon forty-eight (48)
hours advance notice to the Operator. If the audit results reflect a shortage of funds over three percent (3%)
per annum, the Operator shall bear the full cost of the audit and reimburse AUGUSTA for any shortage.
ARTICLE 10
OBLIGATIONS OF AUGUSTA
1. AUGUSTA shall operate and maintain the lighting system within the Premises and pay all costs
thereof. Light bulbs shall be considered an operating expense, with the exception of the high mast
lighting.
2. AUGUSTA shall pay the Operator's invoiced amount, less any unauthorized or undocumented
charges, including monthly management fee, within thirty (30) days receipt by AUGUSTA of the
invoice.
3. AUGUSTA shall be responsible for any major maintenance or repair of the parking facility,
landscaping, entrance/exit roadways, and areas outside of the Premises.
4. AUGUSTA shall be responsible for selection, placement, and erection of all signage.
5. AUGUSTA shall provide the parking revenue control equipment. AUGUSTA shall review the need
for additional equipment which may be requested from time to time by the Operator in order to meet
the demands of new technologies orin order to provide more effective an efficient service due to
revised operating procedures. Approval for the purchase of such requested equipment shall be at
the sole discretion of AUGUSTA. Any such equipment approved for purchase by the Operator shall
be purchased according to established AUGUSTA purchasing procedures and shall be included in
the Operating Budget as approved by AUGUSTA. The expense for the purchase of additional
equipment shall be reimbursed to the Operator during the remaining term of the fiscal year of this
Agreement amortized at '/2 of 1% above the official prime rate as stated in the Wall Street Journal
as of the date the equipment is invoiced. All such equipment shall be owned by AUGUSTA and
Operator shall make no claim to the equipment upon termination of this Agreement, except in the
event of an early termination of this Agreement, in which event AUGUSTA shall pay Operator for
any unamortized cost, less any credit due AUGUSTA.
ARTICLE 11
OBLIGATIONS OF THE OPERATOR
1. The Operator shall invoice AUGUSTA on or before the twentieth (20th) day of each month for the
preceding month's operating expenses including the monthly management fee.
2. The Operator shall submit a missing ticket report with each monthly invoice. The Operator shall also
submit a ticket validation report with each monthly invoice, which includes the dollar value of each
validation.
3. The Operator shall submit a monthly maintenance log to the Assistant Director. Such maintenance
log shall be due on the twentieth (20th) day of the month immediately following the month for which
such maintenance log was maintained.
4. The Operator shall submit to the Assistant Director, monthly no later than twentieth (20th) day of the
month following the month of operation, a statement, witnessed and certified correct by an officer of
the company, accounting for all Gross Receipts due from the Premises during the previous month.
5. The Operator shall continuously operate the Premises initially from 7:00am to 11 :OOpm, seven (7)
days per week or as may be mutually agreed upon by both parties. 6. The Operator shall employ a
General Manager experienced in parking administration who will devote his/her full time to the
performance of Operator's responsibilities established in this Agreement. The General Manager will
meet regularly with Assistant Director to keep AUGUSTA fully informed concerning operations
whose responsibility include to manage, operate and market the Public Parking Facilities. The
General Manager shall hire, train, supervise and terminate, as necessary, personnel to operate
cashier booths and perform the required duties; provide supervisory personnel necessary to ensure
efficient operation of the facilities;. and equip, staff and maintain a business office. AUGUSTA
reserves the right to approve selection of the Operator's General Manager. The Operator shall
additionally employ an Assistant Manager who shall be on duty on alternate days when the General
Manager is not on duty.
7. The Operator shall provide ten (10) days advance written notice to AUGUSTA of any change in its
General Managers or Assistant Managers and shall include any change of address or telephone
number.
8. The Operator shall provide sufficient personnel at all times to accommodate departing cars in a
timely manner. It is the goal of AUGUSTA that no car shall wait in line over five (5) minutes before
exit. AUGUSTA reserves the right to require the Operator to provide additional staff as required.
9. Operator shall employ personnel to enter and update all computer database functions including but
not limited to vehicles, inventory, ingress and egress of vehicles, toll plaza, toll plaza revenues, time
functions, and ticket inventories.
10. The Operator shall anticipate peak traffic periods and staff the Premises appropriately. If staffing is
anticipated that exceeds. authorized budget, the Operator shall, in advance, request a budget
increase from AUGUSTA.
11. With the exception of the General Manager, the Operator shall provide new uniforms for employees
as necessary to assure that employees are dressed in neat, clean, identifiable uniforms at all times.
.,
Uniforms shall be consistent in appearance, style and color for all parking employees and subject to
the approval of the Assistant Director. Contractor shall submit a uniform proposal to the Assistant
Director within 30 days of the execution of the Management Agreement. The cost of new uniforms is
a reimbursable expense that will be paid by the Operator. Operator's employees, while on duty,
must wear a photo identification badge, which shall be returned to Operator when employees cease
work for the Operator. The names of on-duty cashiers shall be placed on the exterior of the booths
to be readily visible by drivers of exiting vehicles.
12. The Operator shall remove from service any employee who is discourteous to any customer or who
does not present the professional image AUGUSTA expects of its own employees. The Operator
shall immediately remove any employee the Assistant Director requests for any reason whatsoever.
No employee of the Operator shall use improper language, act ina loud, or boisterous manner, or in
any manner act in an improper, inappropriate or offensive way. Each parking ticket issued to
Operator's employees shall be appropriately validated and stapled to employee's shift report in
accordance with approved operating procedures.
13. The Operator shall employ experienced and knowledgeable personnel and provide all employees
with appropriate operational and customer service training. Operator shall take necessary
emergency action to protect the Premises, revenue and safety of the public.
14. The Operator shall be responsible for maintenance of the interiors of the tollbooths, revenue control
office, and any other structures that may be provided hereafter. The Operator shall be responsible
for keeping the Premises, including all parking areas, entrance and exit areas, exit tollbooths,
revenue control office, rest room and landscaped areas in or immediately adjacent to the Premises
in a neat and clean condition at all times. The Operator shall be responsible for operation of the
Premises in accordance with the Operations Manual. The Operator shall conduct daily inspections
(daytime and nighttime) of the Premises. Written reports of inspections shall be submitted to the
Assistant Director in the format to be agreed upon by the Assistant Director and Operator and shall
indicate the condition of lighting, general appearance, potential safety hazards, fire equipment,
graffiti, cleanliness and any other items which may be requested by Assistant Director. The Operator
shall notify AUGUSTA of any areas requiring maintenance and/or repair upon discovery of such
items.
15. The Operator shall keep the premises at all times free of trash and debris. All trash shall be removed
and stored by the Operator in approved receptacles provided by AUGUSTA. The Operator shall be
responsible for periodic sweeping of only the parking Premises, the daily removal of debris and trash
from the parking Premises including along curbs and between parked vehicles and depositing same
in a receptacle provided by AUGUSTA.
16. The Operator shall provide ticket stock and all other supplies in order to ensure effective control and
management of the Premises.
17. The Operator shall maintain all of the revenue control equipment. Maintenance contracts shall have
the approval of the Assistant Director prior to their execution by the Operator. Such costs shall be
reimbursable under the Operator's approved annual budget.
18. The Operator shall provide all office furniture, safes, if necessary. equipment and supplies for the
exit booths in a manner consistent with the intent of this Agreement, such costs to be reimbursed by
AUGUSTA by inclusion in the Annual Budget. The purchase of all furniture and equipment shall be
subject to the prior approval of the Assistant Director.
19. The Operator shall have no power to do any act or make any contract which may create any lien,
mortgage or other encumbrance, upon an interest of AUGUSTA in the Premises, or the
improvements located thereon.
20. Operator shall provide a cash bank sufficient to accommodate parking transactions.
21. Operator shall provide professional advice to AUGUSTA regarding appropriate parking rates,
enhanced revenue control systems/equipment, parking facility requirements, signage, internal traffic
flow, customer service enhancements, holiday and peak period public information needs and
operating procedures which will improve the level of service efficiency and profit of the parking
Premises.
22. Operator shall coordinate with AUGUSTA the removal of abandoned vehicles from the parking
facilities and relocation of vehicles that are inappropriately parked or remove/relocate vehicles for
other operational needs as directed by the Assistant Director.
23. The Operator shall provide the Assistant Director with copies of any and all written complaints
received and the Operator's response thereto within five days.
ARTICLE 12
PARKING RATES
Existing parking rates shall remain in effect until authorized and changed only upon approval of AUGUSTA.
ARTICLE 13
TRANSITION
The Operator shall cooperate with AUGUSTA in achieving an effective and efficient transition of the
operation of the Premises at the termination of this Agreement. Failure to comply with this paragraph is
considered damaging to AUGUSTA and shall be sufficient cause for AUGUSTA to demand payment of the
Operator's performance bond, and the language shall specifically be included in the bond to provide for this
condition of the Agreement.
ARTICLE 14
FACILITY USAGE REPORTS
The Operator agreesto furnish AUGUSTA, upon request, facility utilization data in a format approved by the
Assistant Director.
ARTICLE 15
PERFORMANCE AND FIDELITY BOND
1. Upon execution of this Agreement, the Operator shall furnish AUGUSTA with a valid performance
bond in the principal sum of seventy-five thousand dollars ($75,000) issued by a company
acceptable to AUGUSTA, authorized to do business in the State of Georgia, and payable to
AUGUSTA in case this Agreement is canceled for cause or upon default by the Operator. Said bond
shall be kept in full force by the Operator during the term of this Agreement and any extension
thereof. The bond shall be conditioned to ensure faithful and full performance of all the terms of this
Agreement by the Operator. Evidence of the maintenance of this performance bond shall be
submitted annually, on the anniversary of this Agreement, to AUGUSTA.
2. The Operator agrees to obtain and maintain during the term of this Agreement a fidelity bond in an
amount not less than $25,000 guaranteeing the faithful performance of the General Manager,
Assistant Manager, Supervisors and employees handling or responsible for the handling of daily
Gross Receipts. The fidelity bond shall be in a form and drawn on a surety acceptable to
AUGUSTA.
3. Operator shall report to Assistant Director within 24 hours after Operator becomes aware of any
possible theft by employee(s) or any allegation of employee dishonesty.
ARTICLE 16
INSURANCE AND INDEMNIFICATION
1. Operator shall provide and maintain, at its own expense which is not reimbursable, the following
types and amounts of insurance, during the term of this contract:
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Comprehensive General (Public) Liability - to include (but not limited to) the following: Combined
Single Limit for Bodily Injury and Property Damage: $1,000,000
a. Premises/operations
b. Independent contractor
c. Personal injury liability
d. Contractual liability (insuring Indemnity provision within this contract)
The above $1,000,000 public liability and property damage shall be primary coverage.
Any expense for deductible loss sustained by the Operator where such insurance policy includes a
deductible limit approved by AUGUSTA is reimbursable.
The procuring of such policy of insurance shall not be construed to be a limitation upon Operator's
liability or as a full performance on its part of the indemnification provisions of the Contract.
Operator's obligations to AUGUSTA are, notwithstanding said policy of insurance, for the full and
total amount of any damage, injury or loss as provided under the terms of the contract.
Prior to the contract effective date, Operator shall furnish to AUGUSTA certificates or copies of the
policies, plainly and clearly evidencing required insurance, and thereafter new certificates prior to the
expiration date of any prior certificate. Operator understands that it is its sole responsibility to
provide this necessary information and that failure to comply timely with the requirements of this
article shall be a cause for termination of this contract, under the provisions of the termination
clause.
Insurance required herein shall be issued by a company or companies of sound and adequate
financial responsibility and authorized to do business in the State of Georgia. All policies shall be
subject to examination and approval by AUGUSTA for their adequacy as to form, content, form of
protection, and providing company.
Insurance required by this contract for AUGUSTA, as additional insured shall be primary insurance
and not contributing with any other insurance available to AUGUSTA, under any third party liability
policy.
Operator further agrees that with respect to the above-required insurance, AUGUSTA shall:
1. Be named as additional insured/or an insured, as its interest may appear or be
provided with a waiver of subrogation.
2. Be provided with 30 days advance notice, in writing, of cancellation or material
change. If either requirement #1 or #2 require the payment of additional premium by
Operator,
Operator may present such information to AUGUSTA for its reconsideration. AUGUSTA will not be
responsible for any of Operator's insurance costs.
2. AUGUSTA -shall stand indemnified by the Operator as provided herein. It is expressly understood
and agreed by and between the parties that the Operator is and shall be deemed to be an
independent contractor responsible to all persons for its respective acts or omissions, and
AUGUSTA shall in no way be responsible therefore.
3. The Operator agrees to indemnify, defend, save and hold harmless AUGUSTA, its officers,
directors, agents, and employees from any and all claims, liabilities, damages, losses, suits, fines,
penalties, demands and expenses, including costs of suit and attorney fees, which any or all of
theirs may hereafter incur, be responsible for, or 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 Premises, except to the eXtent caused by
the sole negligence or willful misconduct of AUGUSTA or its officers, directors, agents or
employees.
4. Upon the filing with AUGUSTA of a claim for damages arising out of incidents for which Operator
herein agrees to indemnify, defend, save and hold harmless AUGUSTA, AUGUSTA shall notify the
Operator of such claim. Any final judgment rendered against AUGUSTA for any cause for which the
Operator is liable hereunder shall be conclusive against the Operator as to liability and amount,
provided AUGUSTA has notified the Operator of such claim as provided above.
ARTICLE 17
LOSS CONTROL AND SAFETY
The Operator shall retain control over its employees, agents, servants and subcontractors, as well as
control over its invitees, patrons and activities on and about the managed Premises and the manner in
which such activities shall be undertaken and to that end, the Operator shall not be deemed to be an agent
of AUGUSTA. Precaution shall be exercised at all times by the Operator for the protection of all persons,
including employees, and property. The Operator shall make special effort to detect hazards and shall take
prompt action where loss control/safety measures should reasonably be expected. Operator shall be
responsible for ensuring that its employees, agents, servants and subcontractors comply with all safety-
related AUGUSTA ordinances rules and procedures governing the Premises.
ARTICLE 18
TERMINATION
1. This Agreement shall expire at the end of the full term hereof, and the Operator shall have no further
right or interest in the Premises.
2. AUGUSTA may terminate this agreement upon ninety (90) days written notice to the Operator for
any reason whatsoever at the sole discretion of AUGUSTA with the understanding that all services
being performed by the Operator under this agreement shall cease upon the date such notice
becomes effective. AUGUSTA shall upon invoice, pay for all service rendered to the date of
termination as provided for herein.
3. AUGUSTA shall have the right to terminate this Agreement for a violation of the terms hereof, at any
time after thirty (30) days notice has been given to the Operator and unless corrective action has
been taken or commenced within said thirty (30) day period and thereafter diligently completed.
4. AUGUSTA shall have the right to terminate this Agreement immediately upon or after any of the
following:
a. Assionment 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 reorgan'ization proceeding under any present or future bankruptcy or
similar law is filed in any Court.
c. Receivership: A receiver, trustee, or custodian is appointed for all or substantially all of
the assets of the Operator in any proceeding brought by or against the Operator, or
the Operator consents to or acquiesces in such appointment.
d. AUGUSTA may terminate this agreement immediately if the Operator abandons and
discontinues service within the Premises.
5. If this Agreement is terminated, AUGUSTA shall have the right to repossess the Premises in
accordance with applicable law without prejudice to any other remedies available to AUGUSTA for
such default, absent such reentry.
6. The Operator may terminate this Agreement upon thirty (30) days advance written notice, after any
of the following:
a. The issuance by any court of competent jurisdiction of an injunction in any way
preventing or restraining the use of the Premises or any part thereof so as to
substantially affect Operator's use of the Premises, and the remaining in force of such
injunction for a period of ninety (90) days or more, provided, however, that said court
action is not due to any fault of Operator.
b. The default by AUGUSTA in the performance of any term herein required to be
performed by AUGUSTA, which term substantially affects the Operator's ability to
conduct its business under this Agreement, and failure by AUGUSTA to cure or
commence to cure and diligently pursue such cure within thirty (30) days after receipt
of notice of such default from the Operator.
c. The substantial restriction of the Operator's ability to conduct its business at the
Premises for a period of ninety (90) days or more because of the action of the
Federal or State government or any agency or political subdivision thereof
substantially restricting the operation of the Premises by AUGUSTA.
7. Upon expiration of the term, or upon termination of this Agreement, the Operator shall peacefully
surrender and vacate the Premises in as good condition as when the term of this Agreement
commenced, excepting ordinary wear and tear. The Operator and AUGUSTA agree that all
Improvements placed on the Premises shall be and remain AUGUSTA's property upon the
expiration of the term or upon the termination of this Agreement. Personal property of the Operator
shall be removed at the Operator's expense, within ten (10) days of the expiration, or termination of
this Agreement. If Operator fails to remove its personal property within said ten (10) day period,
AUG UST A may remove the property and store it, all at the expense of the Operator.
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ARTICLE 19
SUBORDINATION
This Agreement shall be subject and subordinate to all the terms and conditions of any instrument and
documents under which AUGUSTA acquired the land or improvements thereon, of which said Premises are
a part, and shall be given only such effect as will not conflict with nor be inconsistent with such terms and
conditions.
ARTICLE 20
SUSPENSION OF SERVICES
AUGUSTA may, by written notice, direct Operator to suspend performance on all or any part of the services
for such period of time as may be determined by AUGUSTA to be necessary or desirable for its
convenience. If such suspension causes additional expense to Operator in performance, and not due to
fault or negligence of Operator, the Agreement will be adjusted on the basis of actual costs resulting directly
from the suspension. Any claim by Operator for a cost. adjustment must be supported by appropriate
documentation asserted promptly after Operator has been notified to suspend performance.
In the event that all or any part of the parking facilities shall remain closed or their use substantially
restricted for a twenty-four (24) hour period because Operator, for any reason, is unable to provide the
personnel necessary to maintain normal operations, AUGUSTA shall have the right to take over the duties
of Operator, using its own employees or others.
ARTICLE 21
ASSIGNMENT AND SUBCONTRACTING
1. The Operator agrees that it will not sell, convey, transfer, mortgage, subcontract, sublease or assign
this Agreement or any part thereof, or any rights created thereby, without the prior written consent of
AUGUSTA, it being the intention of AUGUSTA to grant this Agreement individually to the Operator.
2. Any assignment or transfer of this Agreement or any rights of the Operator hereunder, without the
prior written consent of AUGUSTA is invalid, and shall convey to AUGUSTA the right to terminate
this Agreement at its sole discretion.
ARTICLE 22
GENERAL PROVISIONS
1. AUGUSTA reserves the right to further develop or improve the Premises as it sees fit.
2. The Operator agrees to abide by all Federal, State and local laws, ordinances, rules and regulations
which may be applicable to its operation under this Agreement and to abide by the ordinances, rules
and regulations of AUGUSTA which may from time to time be formulated by AUGUSTA in regard to
the management, operation or use of the Premises.
3. Cumulative Remedies: Each of the rights and remedies provided by this Agreement shall be
cumulative and shall not be exclusive of any other rights or remedies provided by this Agreement or
allowed by law.
4. Waivers: Failure by AUGUSTA to insist upon the strict performance by the Operator of any of the
terms herein contained shall not constitute a waiver of AUGUSTA's right to thereafter enforce any
such term, but the same shall continue in full force and effect. The exercise of any right to terminate
arising under this Agreement shall not operate to deprive AUGUSTA of any co-existing right to seek
damages or other remedies arising from the default of the Operator.
5. The acceptance of rents or fees or the continued performance by AUGUSTA of its obligations under
this Agreement after a default by the Operator in its performance of any of Operator's obligations
under this Agreement shall not be deemed a waiver of AUGUSTA's right to terminate this
Agreement for such default.
6. The Operator shall not use, or permit the use of, the Premises or any part thereof, for any purpose
or use other than those authorized by this Agreement.
7. Choice of law and venue: This Agreement shall be performable and enforceable in the Superior
Court of Richmond County, Georgia, and shall be construed in accordance with the laws of the State
of Georgia. Operator by execution of this Agreement specifically consents to jurisdiction and venue
in the Superior Court of Richmond County and waives any right to contest same.
8. This Agreement is made for the sole and exclusive benefit of AUGUSTA and the Operator, their
successors and assigns, and is not made for the benefit of any third party.
9. In the event of any ambiguity in any of the terms of this agreement, it shall not be construed for or
against any party hereto on the basis that such party did or did not author the same.
10. All covenants, stipulations and agreements in this Agreement shall extend to and bind each party
hereto, its legal representatives, successors and assigns.
11. The titles of the several articles of this Agreement are inserted herein for convenience only, and are
not intended and shall not be construed to affect in any manner the terms hereof, or the
interpretation or construction thereof.
12. Nothing herein contained shall create or be construed to create a co-partnership between
AUGUSTA and Operator or to constitute the Operator an agent of AUGUSTA. AUGUSTA and
Operator each expressly disclaim the existence of such a relationship between them.
13. Invalid Provision: If any covenant, condition or provision contained in this Agreement is held to be
invalid by any Court of competent jurisdiction, the invalidity of any such covenant, condition or
provision shall in no way affect any other covenants, conditions or provisions contained in this
agreement; provided, that the validity of such covenant, condition or provision does not materially
prejudice either AUGUSTA or Operator in its respective rights and obligations contained in the valid
covenants, conditions or provisions of this agreement.
14. Interpretation of Agreement: Nothing in the Agreement shall be construed or interpreted in any
manner whatsoever as limiting, relinquishing or waiving any right of ownership enjoyed by
AUGUSTA in the Premises property, or in any manner waiving or limiting AUGUSTA's control over
the management, operation, or maintenance of the Premises property, except as specifically
provided for in this Agreement, or in any manner impairing the right of AUGUSTA.
15. Force Majeure. Neither AUGUSTA nor Operator shall be deemed to be in violation of this
Agreement for reason of failure to perform any of its obligations hereunder, by reason of strikes,
boycotts, labor disputes, embargoes, shortages of materials, acts of God, acts of the public enemy,
flight restrictions, weather conditions, riots, rebellion, accidents, sabotage or any other events,
conditions or circumstances for which it is not responsible and/or which are not within its control.
16. Conflict of Interest: The Operator agrees that, upon signing of this Agreement or within five (5) days
after the acquisition of any interest herein described during the term of this Agreement, the Operator
shall disclose in writing to AUGUSTA whether any elected official of AUGUSTA or Officer or
employee of AUGUSTA has or hereafter acquires any direct, indirect, legal or beneficial interest in
the Operator or in any contract, lease or agreement between AUGUSTA and the Operator, or in any
franchise, concession, right or privilege of any nature herein or otherwise granted by AUGUSTA to
the Operator.
17. Notices: Notices to the parties shall be deemed sufficient if in writing and mailed, postage prepaid,
address to:
AUGUSTA: Administrator
530 Greene Street
AUGUSTA, GA 30911
Operator: Republic/Payne Parking System
Suite 2000 Republic Centre
Chattanooga, Tennessee 37450
Attn: Mark Huth
President & Chief Operating Officer
ARTICLE 23
ENTIRE AGREEMENT
1. This Agreement consists of Articles 1 to 24 inclusive.
2. This Agreement represents the entire and integrated Agreement between AUGUSTA and Operator
superseding all prior negotiations, representations or agreements, either written or oral. This
Agreement may be amended only by written instrument signed by both AUGUSTA and Operator.
IN WITNESS WHEREOF, the parties hereto have caused this instrum to be signed this
of 2006.
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ARTICLE 24
SPECIAL CONDITIONS
1. PERSONNEL: OPERATOR shall staff the operations of the parking facilities with sufficient
competent personnel to ensure that the parking facilities are operated in a safe and courteous
manner and shall ensure all said personnel are adequately trained and supervised.
2. OPERATOR shall provide staffing for the facilities, including the manning of the three (3) exit
booths.
4. OPERATOR will provide and install revenue control equipment, for the parking facility. The specific
equipment will be determined in the negotiations process of the Management Agreement. The cost
shall not exceed $40,000.00.This expense will be paid for initially by the OPERATOR and then be
reimbursed to OPERATOR by being amortized over the period of the Management Agreement with
a rate to be negotiated., atwhich point it will become the property of the City of Augusta.
5. RENTS FOR SPACES: Throughout the term of this Agreement, AUGUSTA shall have the exclusive
right to set the rents for use of the parking spaces within the parking facilities. The rent schedule
shall be applied in a uniform and non-discriminatory manner except nothing herein shall prohibit the
charging of a premium for reserved parking spaces.
7. SPECIAL PARKING NEEDS. It is recognized by AUGUSTA that the hotel developer may, from time
to time, require additional parking spaces on a short-term basis in connection with special events or
functions to be held at the hotel or the conference center. When such needs are identified, hotel.
developer or the Conference Center Operator shall notify AUGUSTA and as the OPERATOR of the
parking facilities, as far in advance as possible and OPERATOR will use its best efforts to
accommodate such requirements, provided that nothing herein shall require or authorize
OPERATOR to displace or remove from the parking areas rent-paying customers or others entitled
to use the parking facilities.
9. USE OF EXHIBITION AREA. Approximately twenty thousand (20,000) square feet of space located
on the first or ground level of the parking deck shall be made available to the Conference Center
Operator on an as needed basis for use as an exhibition hall in connection with meetings being
conducted at the Conference Center or Hotel. The location of such convertible space is as shown on
the Preliminary Parking Design Plans. The Conference Center Operator shall notify the OPERATOR
as far in advance as possible of its need for such space andwill use its best efforts to accommodate
such requirements' provided that the Conference Center Operator assumes full responsibility for all
arrangements in connection with the use of such portion of the parking deck as an exhibition area
and agrees to dismantle all exhibits and remove all furnishings, equipment, trash and debris from
such area upon completion of any use of such area as an exhibition hall. The Conference Center
Operator shall pay 50% of the prevailing daily rate for all spaces used, or rendered unusable for
parking, as compensation for the use as exhibit space.
10. HOURS OF OPERATION. Except for temporary closing as permitted as aforesaid, the parking
facilities shall be kept open and lighted twenty-four (24) hours a day, seven (7) days a week, fifty-two
(52) weeks a year.
12. PUBLIC RELATIONS. AUGUSTA and the OPERATOR recognize that the operations of all
AUGUSTA parking facilities must be accomplished in a satisfactory manner so as to engender good
public relations for the AUGUSTA, and all employees shall be properly dressed and friendly and
courteous to all those using said parking Garage.
14. LAWFUL OPERATION. The parking facilities will be operated as a public parking garage available
. to members of the general public on a first come first served basis on an hourly, daily, or monthly
basis, except as provided in Paragraph 7 hereof. The Augusta Riverfront Radisson Hotel will be
permitted to rent eighty (80) spaces on a monthly basis.
16. CAPITAL EXPENDITURES AND UTILITIES. AUGUSTA shall assume responsibility for all capital
expenditures, such as parking control equipment (except as specified in 150 above), revenue
control equipment and the booths, as well as utility costs; provided however, that shall be
responsible for any damages to same due to neglect or failure to properly operate, maintain and
safeguard such equipment.
20. NO JOINT VENTURE OR PARTNERSHIP. Nothing contained in this Agreement shall be construed
to create the relationship between the parties hereto or the beneficiaries hereof of principal and
agent, of partners, of joint ventures, or of any association with each other or, so as to render any of
such parties liable for the debts or obligations of the other.
21. CONTRACT ADMINISTRATOR. The AUGUSTA will appoint a Contract Administrator for this
contract. . OPERATOR will be informed in writing of any changes in the Contract Administrator. This
initial Contract Administrator will be:
Rick Acree
Public Services Department
Facilities Management Division
501 Greene Street- Suite 301
Augusta, Georgia 30901
23. CUSTOMER INCIDENTS AND PROPERTY DAMAGE: OPERATOR shall immediately report any
patron incident, accident, injury or complaint or property damage to the Contract Administrator.
25. AUGUSTA leases a single space at the Radisson Riverfront parking facility for use by selected
Augusta officials. This space is not used on a daily basis. However, when used, Augusta will likely
require more than one space. Average total use should be less than the typical monthly lease client.
The monthly charge for this space is to be deducted from the net profits due to AUGUSTA at the end
of each month.
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