HomeMy WebLinkAboutRepublic / Payne Parking System
Augusta Richmond GA
DOCUMENT NAME: ~61'U<DL.t c.. / P A'jf\J 14 ?Af<.\{,,.i J ~'J <;,e;rr\
DOCUMENT TYPE:
YEAR: ~ODO
BOX NUMBER: 1 r
FILE NUMBER: lle)"o, ~
NUMBER OF PAGES:
34
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AUGUSTA-RICHMOND COUNTY COMMISSION
BOB YOUNG
Mayor
STAFF AnORNEYS
V ANESSA FLOURNOY
SPARTICUS HEYWARD
LEE BEARD
TOMMY BOYLES
ULMER BRIDGES
ANDY CHEEK
HOBOY G. HANKERSON
WILLIAM B. KUHLKE, JR.
WM. "WILLIE" H. MAYS, III
STEI'HEN E. SHEPARD
M,\RION WILLIAMS
JAMES B. WALL
CITY A HORNEY
AUGUSTA LAW DEPARTMENT
RICl-IARD L. COLCLOUGH
Mayor Pro Tem
GEORGE R. KOLB
Administrator
March 7, 2003
Please Reply to:
P.O. Box 2125
Augusta, GA 30903
(706) 821-2488
Fax (706) 722-5984
jwall@co.richmond.ga.us
Ms. Lena Bonner
Clerk, Commission
8th Floor, City-County Bldg.
Augusta, GA 30911
RE: Republic/Payne Parking System
Our File No. AR-15-154
Dear Lena:
I enclose herewith the original Performance Bond issued in connection with the
contract between Republic/Payne Parking System and Augusta for the Radisson Parking Lot and
Deck, which was approved in January, 2003. I am also enclosing a copy of the Certificate of
Liability Insurance. Please include these in the City's pem1anent records with the contract.
By carbon copy of tIllS letter, I am forwarding copies of the Bond and Certificate
of Liability Insurance, as well as the Operating Plan to Rick Acree.
With best personal regards, I am
Yours very truly,
~
James B. Wall/A.-P
JBW/sjp
Enclosures
cc: Mr. Rick Acree
....
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Bpnd No. 4003387
PERFORMANCE BOND
KNOW ALL MEN BY THESE PRESENTS,
That, Republic/Pavne Parkine: System, as Principal, and the Fidelity & Deposit Co. of Marvland, a corporation organized and
existing under the laws of the State of Marvland, as Surety, are held and fmnly bound unto the City of Aue:usta, GA, as Obligee, in the
just and aggregate full sum of Seventy-Five Thousand and no/l00** ($75,000.00) Dollars, to the payment of which swn, well and truly
to be made, the said Principal and Surety bind themselves and their respective heirs, administrators, executors, successors and assigns,
jointly and severally, fmnly by these presents.
WHEREAS, the Principal has entered into a certain written contract with the Obligee, dated Februarv 1'\ 2003, which contract
is hereby referred to and made a part hereof as fully and to the same extent as if copied at length herein.
NOW, THEREFORE, the condition of this obligation is such that, if the Principal shall faithfully perfonn as required by the
contract, on his part, and shall fully indemnifY and save harmless the Obligee from all cost and damage which the Obligee may suffer by
reason of failure so to do and shall fully reimburse and repay the Obligee all outlay and expense which the Obligee may incur in making
good any such default, then the obligation shall be null and void, otherwise it shall remain in full force and effect.
PROVIDED, however, it shall be a condition precedent to any right of recovery hereunder that, in the event of any default on the
part of the Principal, a written statement of the particular facts showing date and nature of such default shall be immediately given by the
Obligee to the Surety, and in any event, no later than fifteen (15) days thereafter, and shall be forwarded by registered mail to the Surety at
its Branch Office, Atlanta, GA.
AND PROVIDED FURTHER, that no action, suit or proceeding, except as hereinafter set forth shall be had or maintained
against the Surety on this instrument unless the same be brought or instituted and process served upon the Surety within twelve (12) months
after termination of this bond.
AND PROVIDED FURTHER, HOWEVER, that this bond only covers a tenn beginning 2/1/2003 and ending 2/1/2004
regardless of the number of years the aforesaid contract shall cover or be in force, and not withstanding anything in the aforesaid contract
to the contrary. Such tenn may be continued from year to year by the issuance of a continuation certificate executed by the Surety. I f such
tenn is so continued, the liability of the Surety for each successive tenn shall not be cumulative, but rather, the liability of the Surety shall
be limited to the penal amount of this bond for the entire period of time which such bond may be in effect pursuant to such continuation
certificates. Failure of Principal to post renewal bond(s) shall not constitute a default under the expiring bond.
AND PROVIDED FURTHER, that by acceptance of this bond, the City of Aue:usta, GA, as Obligee, hereby acknowledges the
one year tenn of the bond and the non-cumulative nature of Surety's liability as set forth in the preceding paragraph.
The surety, however, expressly reserves the right to tenninate its liability at any time by giving thirty (30) days written notice to
the Obligee. 1t is further understood and agreed that the Surety will provide thirty (30) days notice of renewal prior to the last day of each
contract year.
In witness whereof, the said Principal and Surety have signed and sealed this instrument this 6th day ofFebruarv, 2003.
Republic Parkine: Systems, Inc.
BY: AJ,/~
/
Principal
Fidelity & Deposit Company of Marvland
BY~~cf
Beth J. Gray, Attome - act .', . Su ety
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EXTRACT FROM BY-LAWS OF FIDELITY AND DEPOSIT COMPANY OF MARYLAND
"Article VI, Section 2. The Chairman of the Board, or the President, or any Executive Vice-President, or any of the Senior
Vice-Presidents or Vice-Presidents specially authorized so to do by the Board of Directors or by the Executive Committee,
shall have power, by and with the concurrence of the Secretary or anyone of the Assistant Secretaries, to appoint Resident
Vice-Presidents, Assistant Vice-Presidents and Attorneys-in-Fact as the business of the Company may require, or to
authorize any person or persons to execute on behalf of the Company any bonds, undertaking, recognizances, stipulations,
policies, contracts, agreements, deeds, and releases and assignments of judgements, decrees, mortgages and instruments in
the nature ofmortgages,...and to affix the seal of the Company thereto."
CERTIFICA TE
I, the undersigned, Assistant Secretary of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, do hereby certify
that the original Power of Attorney of which the foregoing is a full, true and correct copy, is in full force and effect on the
date of this certificate; and I do further certify that the Vice-President who executed the said Power of Attorney was one of
the additional Vice-Presidents specially authorized by the Board of Directors to appoint any Attorney-in-Fact as provided in
Article VI, Section 2, of the By-Laws of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND.
This Power of Attorney and Certificate may be signed by facsimile under and by authority of the following resolution of the
Board of Directors of the FIDELITY AND DEPOSIT COMPANY OF MARYLAND at a meeting duly called and held on
the 10th day of May, 1990.
RESOLVED: "That the facsimile or mechanically reproduced seal of the company and facsimile or mechanically
reproduced signature of any Vice-President, Secretary, or Assistant Secretary of the Company, whether made heretofore or
hereafter, wherever appearing upon a certified copy of any power of attorney issued by the Company, shall be valid and
binding upon the Company with the same force and effect as though manually affixed."
IN TESTIMONY WHEREOF, I have hereunto subscribed my name and affixed the corporate seal of the said Company,
this
!o d ') d'yof ~a~
, ~oo..3.
a:rv~
Assistant Secretary
".
"
Power of Attorney
FIDELITY AND DEPOSIT COMPANY OF MARYLAND
HOME OFFICE: 3910 KESWICK ROAD, BALTIMORE, MD 21211
KNOW ALL MEN BY THESE PRESENTS: That the FIDELITY AND DEPOSIT COMPANY OF MARYLAND, a
corporation of the State of Maryland, by PAUL C. ROGERS, Vice President, and T. E. SMITH, Assistant Secretary, in
pursuance of authority granted by Article VI, Section 2, of the By-Laws of said Company, which are set forth on the reverse
side hereof and are hereby certified to be in full force and effect on the date hereof, does hereby nominate, constitute and
appoint John F. KILLEBREW, Maurice O. HORNER, Ronnie L. FOUTS, Margaret FRAZIER, John W. LYMAN
and Beth J. GRAY, all of Chattanooga, Tennessee, EACH its true an(\ lawful agent and Attorney-in-Fact, to make,
execute, seal and deliver, for, and on its behalf as surety, and':~its act an~<a~: any and all bonds and undertakings and
the execution of such bonds or undertakings in pursuanc~8!r"'e'se prese~~liall be as binding upon said Company, as fully
and amply, to all intents and purposes, as if they had b~~y execut~d acknowledged by the regularly elected officers
of the Company at its office in Baltimore, Md., in t~e.t'{~n prope~;;;bns. This power of attorney revokes that issued on
behalf of John F. KILLEBREW, Maurice O. Hq~R, Ronni~ifOUTS, Sherry GREGORY, John W. LYMAN, and
Margaret FRAZIER, dated August 3, 2001. ~ <,,@
The said Assistant Secretary does hereby certi~r the extra~~ forth on the reverse side hereof is a true copy of Article VI,
Section 2, of the By-Laws of said Company, ~now in forc%
IN WITNESS WHEREOF, the said ~~:opresident~~Assistant Secretary have hereunto subscribed their names and
affixed the Corporate Seal of the said 4€lVELITY A~bEPOSIT COMPANY OF MARYLAND, this 6th day of August,
A.D. 2002. {~ 'V ~
ATTEST: ~~ M
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FIDELITY AND DEPOSIT COMPANY OF MARYLAND
T E. Smith
By:
Assistant Secretary Paul C. Rogers
~
Vice President
State of Maryland }
ss'
County of Baltimore .
On this 6th day of August, A.D. 2002, before the subscriber, a Notary Public of the State of Maryland, duly
commissioned and qualified, came PAUL C. ROGERS, Vice President, and T. E. SMITH, Assistant Secretary of the
FIDELITY AND DEPOSIT COMPANY OF MARYLAND, to me personally known to be the individuals and officers
described in and who executed the preceding instrument, and they each acknowledged the execution of the same, and being
by me duly sworn, severally and each for himself deposeth and saith, that they are the said officers of the Company aforesaid,
and that the seal affixed to the preceding instrument is the Corporate Seal of said Company, and that the said Corporate Seal
and their signatures as such officers were duly affixed and subscribed to the said instrument by the authority and direction of
the said Corporation.
IN TESTIMONY WHEREOF, I have hereunto set my hand and affIXed my Official Seal the day and year first above
written.
~#~-
Carol1. Fader Notary Public
My Commission Expires: August I, 2004
POA-F 032-6044
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PRODUCER" 46000 THIS CERTlACATE IS ISSUED AS A MATTER OF INFORMATION
Winis of Tennessee. Inc. ONLY AND CONFERS NO RIGHTS UPON THE CERTlACATE
1100 Republic Centre HOLDER. THIS CERTlACATE DOES NOT AMEND, EXTEND OR
633 Chestnut Street ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
Chattanooga TN 37450 COMPANIES AFFORDING COVERAGE
(423)756-7821 19882.001 (CHAT)
COMPANY Hartford Fire Insurance Company
A
Sandra Watson
INSURED
COMPANY
B
Republic Parking System. Inc.
1 600 Republic Centre
Chattanooga TN 37450
COMPANY
C
THIS IS TO CERTIFY THAT THE POUCIES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERIOD
INDICATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POUCIES DESCRIBED HEREIN IS SUBJECT TO All THE TERMS,
EXCLUSIONS AND CONDITIONS OF SUCH POUCIES. UMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
co
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TYPE OF INSURANCE
POLICY NUMBER
POLICY EFFECTIVE POLICY EXPIRATION
DATE (MMfOD/'fY) DATE (MMfOD/'fY)
UMITS
A GENERAL UABIUTY 20UENMS4041
X COMMERCIAL GENERAL UABIUTY
CLAIMS MADE [K] OCCUR
OWNER'S & CONTRACTOR'S PRCT
01--.lUL-2002
01--.lUL-2003
GENERAL AGGREGATE
PRODUCTS-cOMP OP AGG
PERSONAL & ADV INJURY
EACH OCCURRENCE
2.000.000
2.000.000
1.000.000
1. 000.000
1.000.000
10.000
AUTOMOBILE UABIUTY
ANY AUTO
ALL OWNED AUTOS
SCHEDULED AUTOS
HIRED AUTOS
NON.QWNED AUTOS
COMBINED SINGLE UMIT $
BODILY INJURY $
(Per person)
BODILY INJURY $
(Per accident)
PROPERTY DAMAGE $
AUTO ONLY - EA ACCIDENT $
OTHER THAN AUTO ONLY:
EACH ACCIDENT $
EACH OCCURRENCE
AGGREGATE
GARAGE UABIUTY
ANY AUTO
EXCESS UABIUTY
UMBRELlA FORM
OTHER THAN UMBRELLA FOAM
WORKERS COMPENSATION AND
EMPLOYERS' UABIUTY
THE PROPRIETOA/
PARTNERS/EXECUTIVE
OFACERS ARE:
INCL
EL DISEASE.f>OLJCY UMIT
EL DISEASE-EA EMPLOYEE
EXCL
OTMER
DESCRIPTION OF OPERATIONS/lOCATIONS/VEHICLES/SPECIAL ITEMS
SEE ATTACHED
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SHOULD ANY OF TME ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE
EXPIRATION DATE TMEREOF. TME ISSUING COMPANY WILL ENDEAVOR TO MAIL
~ DAYS WRITTEN NOTICE TO THE CERTIACATE HOLDER NAMED TO TME LEFT,
BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBUGATION OR UABIUTY
OF ANY KIND UPON TME COMPANY ITS AGENTS OR REPRESENTATIVES.
AUTMORIZED REPRESENTATIVE
~~.~
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i)~Ae6Ai)]$WP.BWAT1bN%i9ri: ..
GA - City of Augusta. GA
530 Greene Street
Room 801
Augusta
GA 30911
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... \ A 1:1 IS ...... .. . ....,. .. .. .... .. . '" ........... ........ '. .. .. . ... . ......................................,.,........,...................... ...., ISSUE DATE (MM/ODfYYl
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THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO R GHTS UPON TH CERTIFICATE
HOLDER. THIS CERTIFICATE DOES NOT AMEND EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW.
46000
INSURED
Republic Parking System. Inc.
1 600 Republic Centre
Chattanooga TN 37450
PRODUCER
Willis of Tennessee. 'nc.
1100 Republic Centre
633 Chestnut Street
Chattanooga TN 37450
(423) 756-7821
Sandra Watson
THIS IS TO CERTIFY THAT THE POUCIES OF INSURANCE USTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POUCY PERIOD
INDIcATED. NOTWITHSTANDING ANY REQUIREMENT. TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS
CERTIFICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AFFORDED BY THE POUCIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS.
EXCWSIONS AND CONDITIONS OF SUCH POUCIES. UMITS MAY HAVE BEEN REDUCED BY PAID CLAIMS.
TYPE OF INSURANCE
POUCY NUMBER
UMITS
DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES/SPECIAL ITEMS
Certificate holder is additional insured under General Liability policy for
operations of ~he named insured if required by written contract and subject to
all policy forms. conditions and exclusion.
RE: River Walk Garage. Radison Convention Center. Augusta. GA
Crime: Fidelity & Deposit of Maryland -
Employee Dishonesty - $25.000 Blanket - Form A
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Augusta
GA 30911
SHOULD ANY OF THE ABOVE DESCRIBED POlICIES BE CANCElleD BEFORE THE
EXPIRATION DATE THEREOF, THE ISSUING COMPANY WILL ENDEAVOR TO MAIL
~ DAYS WRITTEN NOTICE TO THE CERTIACATE HOLDER NAMED TO THE LEFT,
BUT FAILURE TO MAIL SUCH NOTICE SHALL IMPOSE NO OBUGATION OR LIABILITY
OF ANY KIND UPON THE COMPANY ITS AGENTS OR REPRESENTATIVES.
AUTHOR~EDREPRESENTAnvE
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GA . City of Augusta. GA
530 Greene Street
Room B01
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PARKING MANAGEMENT AGREEMENT
PUBLIC PARKING FACILITIES AT
AUGUST A RADISSON RIVERFRONT
TillS AGREEMENT, made and entered into this .z;~ay Of~, 2003, between
Augusta, Georgia, a political subdivision of the State of Georgia, 530 Greene Street, Room 80 I,
Augusta, Georgia 30911, ("AUGUSTA"), and Republic/Payne Parking System with offices
at Suite 2000 Republic Centre in Chattanooga, Tennessee ,(hereinafter "Operator")..
WHEREAS, AUGUSTA is the operator of Radisson and Convention Center Parking
Facility (hereinafter "Facility"), located in the County of Richmond, State of Georgia, and
WHEREAS, AUGUST A 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, AUGUSTA and Operator desire to enter into an Agreement based on the
Operator's response to AUGUSTA's Request for Proposals.
NOW, THEREFORE, in consideration of the mutual covenants and conditions contained
herein, the parties do hereby agree as follows:
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
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Facilities located at the Radison Convention Center hereinafter referred to as the "Premises."
ARTICLE 2
TERM
1. This Agreement shall be for a term of one (1) year, commencing at 12:00 a.m. on
February 1,2003 and expiring on January 31,2004 (the "Initial Term")
2. AUGUSTA reserves the right to renew this Agreement, at the sole discretion of
AUGUST A 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 to which AUGUSTA 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 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
I. The Operator shall collect and hold in trust for and on behalf of AUGUST A 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
Page 2
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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 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.
Page 3
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ARTICLE 4
OPERATING EXPENSES
1. 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 defmed herein, and not approved
by AUGUST A 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. Except
for payroll and payroll related expenses, receipts for all expenditures shall be included with the
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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 Works, 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 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 or succeeding year as defined in Article 2. The annual management
fee for the Initial Term shall be $21,000.
2. Additionally, as an incentive for Operator to maximize and increase the total revenue
generated from the Premises, AUGUST A agrees to pay operator a percentage of all "net revenues"
generated in excess of $1 00,000 dollars as herein provided:
a. If net revenues equal $100,001 to $200,000 dollars, AUGUSTA shall receive
Page 5
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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 Operator 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
I. 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. AUGUST A 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
AUGUST A unless prior written approval is received from the Assistant Director.
3. An initial budget for 2003 is attached to this Agreement as Exhibit A.
ARTICLE 7
OPERATIONAL PROCEDURES AND POLICY MANUAL
I. 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
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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
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 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
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submit daily to the Assistant Director or designated representative a validated deposit slip for the
previous day(s)'s receipts. The Operator shall submit montWy 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) MontWy 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.
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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
AUGUST A 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 agreement. 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
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.
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 anlount, 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 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 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 Yz of 1% above the official prime rate as stated in the Wall Street
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Journal as ofthe 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
I. 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 II :OOpm,
seven (7) days per week or as may be mutually agreed upon by both parties. 6.
The Op:Tator 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
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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 persOlmel necessary to ensure
efficient operation of the facilities; and equip, staff and maintain a business office. AUGUST A
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 AUGUST A .
II. 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
Page 12
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 in a 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 inm1ediately 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
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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 AUGUST A 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 AUGUST A in the Premises, or the
improvements located thereon.
20. Operator shall provide a cash bank sufficient to accommodate parking transactions.
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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 AUGUST A 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
P ARKING 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 AUGUST A 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.
Page 15
ARTICLE 14
FACILITY USAGE REPORTS
The Operator agrees to furnish AUGUST A, 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.
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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:
~
Comprehensive General (Public) Liability - to include (but not limited to) the following:
Combined Single Limit for Bodily Injury and Property Dan1age: $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 AUGUST A 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 AUGUST A 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 AUGUST A for their adequacy as to form, content, form of
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:
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
AUGUST A shall in no way be responsible therefor.
3. The Operator agrees to indemnify, defend, save and hold harmless AUGUSTA, its
officers, directors, agents, and employees from any and all claims, liabilities, danlages, 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 cOlmection 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
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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 hatmless AUGUSTA,
AUG UST A shall notify the Operator of such claim. Any final judgement 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, servatlts 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 AUGUST A ordinances rules and
procedures governing the Premises.
ARTICLE 18
TERMINA TION
I. 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
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.
the Operator for any reason whatsoever at the sole discretion of AUGUSTA with the understanding
that all services being perfom1ed by the Operator under this agreement shall cease upon the date such
notice becomes effective. AUGUST A 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. AUGUST A 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 assignn1ent for the
benefit of creditors.
b. Bankruptcy: The Operator files a petition for relief as a debtor under any
section or chapter of the Federal Bankruptcy Code, as amended from time to
time, or under any similar law or statute of the United States or the State of
Georgia; or a petition or an answer proposing the entry of any order for relief
against the Operator as a debtor in a bankruptcy or reorganization proceeding
under any present or future bankruptcy or similar law is filed in any Court.
c. Receivership: A receiver, trustee, or custodian is appointed for all or
substantially all of the assets of the Operator in any proceeding brought by
or against the Operator, or the Operator consents to or acquiesces in such
appointment.
d. AUGUSTA may terminate this agreement immediately if the Operator
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abandons and discontinues service within the Premises.
5. rfthis 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 AUGUST A in the performance of any term herein required
to be performed by AUGUST A, 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 restJ.;cting the operation of the Premises by AUGUSTA.
7. Upon expiration ofthe 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
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Agreement conunenced, 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,
AUGUSTA may remove the property and store it, all at the expense of the Operator.
ARTICLE 19
SUBORDINA TION
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
AUGUST A may, by written notice, direct Operator to suspend performance on all or any
pm1 of the services for such period oftime 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
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to provide the personnel necessary to maintain normal operations, AUGUST A shall have the right
to take over the duties of Operator, using its own employees or others.
ARTICLE 21
ASSIGNMENT AND SUBCONTRACTING
I. 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 AUGUST A, 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 AUGUST A is invalid, and shall convey to
AUGUST A the right to terminate this Agreement at its sole discretion.
ARTICLE 22
GENERAL PROVISIONS
I. AUGUST A 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 perfonnance by the Operator
Page 23
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 tel111inate 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 pennit 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. TillS Agreement is made for the sole and exclusive benefit of AUGUST A 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 san1e.
10. All covenants, stipulations and agreements in this Agreement shall extend to and bind
each party hereto, its legal representatives, successors and assigns.
II. 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
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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 tillS Agreement, or in any manner impairing the right of
AUGUST A.
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
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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
AUGUST A 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 I 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.
Page 26
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.
1/-
this 2/- day of
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be signed
~7
,2003.
Page 27
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