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Reynolds Street Parking Deck Management Agreement (00412263-14) (2)

Reynolds Street Parking Deck Management Agreement (00412263-14) (2)

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Published by CityStink Augusta

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Published by: CityStink Augusta on Jun 27, 2012
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06/27/2012

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00412263-14
Hull Barrett 5/16/12Version 14
REYNOLDS STREET PARKING DECK MANAGEMENT AGREEMENT
THIS REYNOLDS STREET PARKING DECK MANAGEMENT
AGREEMENT (“
Agreement
”) is made effective the ___ day of ________, 201
2, by and
 between AUGUSTA, GEORGIA (“
Owner
”) and
AUGUSTA RIVERFRONT, LLC, a
Georgia limited liability company (“
Manager
”).
 RECITALSA.
 
Owner is a political subdivision of the State of Georgia and a consolidatedcity-county government pursuant to the laws of the State of Georgia.B.
 
Owner intends to construct and own the Reynolds Street Parking Deck 
(the “
RSPD
”) which is generally defined as all elevated parking areas and specifically
excluding the ground level or surface parking areas owned by Augusta, Georgia LandBank Authority, on which easements for parking and other rights are held by 933 Broad,LLC. The RSPD is to be located at the northwestern intersection of Reynolds Street andJames Brown Boulevard in Augusta, Georgia, and Owner intends to acquire certain airrights relating to, or fee simple and/or leasehold title, to the land upon which suchbuilding is located, and the furniture, fixtures, equipment, and supplies located therein.C.
 
Owner has determined that significant public benefits will ensue to thecitizens of Owner when the RSPD is continuously operated at a high standard of quality,in order to positively affect the quality of life on the City of Augusta and its environs, andin such a way so as to maximize its long-term utilization at rates at or above the non-fixed costs of operation.D.
 
Owner has further determined that the RSPD be made available to allpersons and groups on such basis, without any preference for business entities or
associations, and that Owner’s objectives may best be achieved through a management
agreement with a private company with expertise in such matters.E.
 
Through its prior and current operation of the Conference Center, the
Augusta Marriott and the Augusta Marriott Suites (the “
Hotels
”), which are situated
adjacent to the Conference Center, Manager has sufficient knowledge as to localconditions and possesses the resources to efficiently operate facilities of a character andlocation comparable to the RSPD, and agrees to provide such time, expertise, andknowledge to Manager as necessary to operate the facilities as required under thisAgreement.
 
 
00412263-14
F.
 
Owner desires to have Manager manage and operate the RSPD, andManager is willing to perform such services for the account of Owner on the terms andconditions set forth herein.NOW, THEREFORE, in consideration of the premises and the mutualcovenants contained herein, the parties hereto agree as follows:
ARTICLE I
 
DEFINITIONS
 
1.1
 
Defined Terms
. All capital terms herein and not otherwise defined shallhave the meaning as defined in the CORE Agreement or TEE Center CORE Agreementor the RSPD CORE Agreement, as the context requires. In addition to the terms definedelsewhere in this Agreement, the following terms shall have the meanings assigned tothem herein, unless the context otherwise indicates:
Annual Plan
” shall have the meaning set forth in Se
ction 7.1.
Approving Tax Opinion
” shall mean the opinion of tax counsel experienced in
federal income tax matters related to state and local bonds, within the meaning of Section
103 of the Internal Revenue Code of 1986, as amended (the “
Code
”), and qualif 
iedbonds, within the meaning of Section 141 of the Code, to the effect that a proposed actionor amendment will not, without more, impair any exclusion of the interest on anyoutstanding issues of obligations that were issued to finance the RSPD, or result in thedisallowance of any credit against federal income tax or payable to the issuer of suchobligations by the U.S. Treasury Department.
Capital Account
” shall have the meaning set forth in Section 6.1.
 
Capital Expenses
” shall mean all expenditures f 
or Capital Improvements.
Capital Improvements
” shall mean one or more items
or project(s) - i) the costof each of which totals $5,000.00 or more, ii) that becomes part of the RSPD, and iii) thecost of which is required or allowed to be capitalized under the accounting guidelines of Augusta, Georgia and GAAP. Examples of Capital Improvements include but are notlimited to, traffic/parking/access control equipment, furniture, fixtures, roofing, andstriping, including the cost of repair or replacement thereof.
Conference Center
” shall mean the Expanded Conference Center, as defined in
the CORE Agreement.
“Convention Center”
shall mean the Conference Center, the TEE Center, theRSPD and the existing parking deck associated with the Conference Center.
 
CORE Agreement
” shall mean that Amended and Restated Construction,
Operating and Reciprocal Easement Agreement dated June 1, 1999, and recorded in theOffice of the Clerk of Superior Court of Richmond County, Georgia at Realty Reel 648,
 
 
00412263-14
page 45, and all amendments thereto, including an amendment on or about the date of this Agreement whereby the Conference Center is expanded to include ConferenceCenter Annex.
Effective Date
” shall mean the date on which construction of the RSPD has
been completed, a certificate of occupancy for the RSPD has been issued, and the RSPDhas been fully furnished and delivered to Manager for operation.
Financial Statement
” shall have the meaning set forth in Section 7.6.
 
Fiscal Year
” shall mean the twelve (12) month period en
ding December 31 of each year during the Operating Term of this Agreement. The first Fiscal Year shall bethe period commencing on the Effective Date and ending on December 31 of the sameyear. A partial Fiscal Year after the end of the last full Fiscal Year and ending with theexpiration or earlier termination of the Operating Term shall constitute a Fiscal Year.
GAAP
” shall mean Generally Accepted Accounting Principles based on the
accrual method of accounting.
Management Fee
” shall have the meaning s
et forth in Section 3.1.
Manager’s Other Businesses
” shall have the meaning set forth in Section 5.1.
Net Operating Revenues
” shall mean for any period the excess
, if any, of Operating Revenues over Operating Expenses, as determined using GAAP.
Operating Account
” shall have the meaning set forth in Section 6.1.
 
Operating Expenses
” shall mean all expenses required to be incurred in order to
operate and manage the RSPD to the extent the same are authorized under the applicableAnnual Plan, including, but not limited to the following: (a) Salary Costs of RSPDEmployees and Shared Employees; (b) operating supplies; (c) utility and telephonecharges; (d) repair and maintenance costs; (e) equipment rental costs; (f) insurance costsrelated to RSPD operations, including insurance premiums paid by Manager on behalf of the Owner (but not performance or fidelity bonds); (g) security costs; (h) cleaningexpenses; (i) cost of reimbursable event expenses; (j) the cost of obtaining an auditedfinancial statement of Manager; (k) pre- and post-opening marketing, promotional andadvertising expenses; (l) sales commissions; (m) maintenance agreements; and (n) anyother expenses incurred in the operation of the RSPD that would be considered operatingexpenses under GAAP. Operating Expenses shall not include debt service on anyborrowing to finance the acquisition, construction, installation, and equipping of theRSPD.
Operating Revenues
” shall mean the gross revenues generated from the
operation of the RSPD including, but not limited to, the following: (a) sums collected bythe Operator from the rental of space for the parking and storage of motor vehicleswhether on an hourly, daily, weekly, or monthly basis, less all refunds, credit card feediscounts, and other discounts as authorized by Owner (sales tax, use tax, excise tax,

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