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TO:

All Bidders Phyllis Mills, Quality Assurance Analyst Mike Greene, Public Services Department Geri Sams t;:1}3 Procurement Director February 4, 2011 Responses to Vendors Questions RFP 11-087 Managing Augusta Parking Facilities for Public Services DepartmentFacilities Management Division Friday, February 18, 2011 at 11:00 a.m. ADDENDUM NO.1

FROM: DATE: SUBJ: RFP ITEM: RFP OPENING:

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This Addendum shall form a part of the referenced RFP Item #11-087 and any agreement entered into in connection therewith equally as if bound into the original document. Acknowledge receipt of this Addendum on the form of proposal and Bidder's Form/Acknowledgement of Addenda. The following a. b. c. d. e. f. drawings are attached:

Augusta TEE Center - Existing Conditions Diagram - Sheet AO-010 Augusta TEE Center - Reynolds Street - Level 1 - Reference Plan - Sheet A1-041 Level One Plan - New Parking Deck - Sheet A2.1 Level Two and Three Plans - New Parking Deck - Sheet A2.2 Level Four and Five Plans - New Parking Deck - Sheet A2.3 Level Six and Roof Plans - New Parking Deck - Sheet A2.4

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A copy of the current Parking Management Agreement is attached. Replace Specifications Page 29 of 57, Attachment E- Annual Budget with the attached.

4. Responses to Vendors Questions:
Question 1: I have one clarification. Under the current contract the liability insurance is paid out of the parking operator's management fee. On page 32 of the RFP, Article 4, "Operation Expenses", #2, it states specific operating fees that are to be paid out of Operator's Management Fee. One that is specifically mentioned is "Liability Insurance". So this is the same as it is now. However, on Attachment "E", Annual Budget, page 29 of RFP it has "Liability Insurance" listed as a reimbursable expense under "other costs". Please Clarify. Liability Insurance is to be paid out of the management fee. A revised "Attachment E" is included with this Addendum. USE THE REVISED "ATTACHMENT E" WHEN SUBMITTING YOUR PROPOSAL. Will we be able to receive a copy of the current contract? A copy of the current contract is attached as part of this Addendum. Are there current and new garage plans that can be provided? Copies are attached. Are we able to respond with an alternative proposal? No. Who is responsible for the repairs and maintenance of the lighting? For the purposes of this RFP, Augusta or the Marriott will be responsible for repairs and maintenance of the lighting. This may change, but those terms will be negotiated at a later date with the successful firm. Room 605 - 530 Green Street, Augusta Georgia 3091 1 (706) 821-2422 - Fax (706) 821-2811 www.augustaga.gov Register at www.demandstar.com/supplier for automatic bid notification
Addendum 1 RFP 11-087 Page 1 of 9

Response:

Question 2: Response: Question 3 Response: Question 4: Response: Question 5: Response:

Question 6: Response: Question 7: Response: Question 8: Response: Question 9: Response: Question 10: Response:

Is there an easement agreement or other contract between the City and the Hotel? may we be provided a copy of the agreement? There is not an easement agreement or contract in place at this time. Is it possible that the Fee Proposal Form be sent electronically? No. Should the proposer's liability insurance cost be included in our management fee? See above question #1.

If so,

Does the City or current operator have a maintenance agreement to service the equipment? No. Who will be responsible for the landscaping surrounding the surface lot? For the purposes of this RFP, Augusta or the Marriott will be responsible for the landscaping surrounding the surface lot. This may change, but those terms will be negotiated at a later date with the successful firm. What are the current transient and monthly parking rates? The currently hourly parking rate is $1/hr with a daily cap -of $5, $6.25 for after midnight. Monthly parking is $30 per month. For seven or more in a group, the rate is $35 per month. In Special Conditions Section 3,2, the Performance Bond box is not checked. However, in the section Article 15 Performance and Fidelity Bond, it states that there is a requirement to have a $75,000 Performance Bond, Please clarify whether a Performance Bond or Fidelity Bond is required and the amount, if any. Article 15 of the contract included with the RFP shall govern. In Article 5 Compensation, it states that "net revenues" shall mean the total amount of all revenues generated by Operator, for Augusta, minus maintenance fees, and all operating expenses. Are the "maintenance fees" referenced the operators controllable maintenance fees or will they come from the City? Please strike Article 5, paragraph 2 from the contract. Our bond covenants prohibit these incentives. Will Crime Insurance be sufficient Section 2? Yes, they are one-in-the-same. to meet the Fidelity Bond requirements in Article 15,

Question 11: Response:

Question 12:

Response: Question 13:

Response: Question 14: Response: Question 15: Response:

Article 24, Section 8 states that the Marriott will be permitted to rent 80 spaces on a monthly basis. At what rate are these spaces currently billed? The 80 spaces are for valet parking, though nothing is currently being billed. The Marriott is billed at $4.20 per day which is a discount of approximately 16% off the general rate. What insurance will the City carryon the facilities and how will it protect the Operator? The City of Augusta is self insured for general liability and the facility will be cover under the City's Commercial Property Insurance Policy. Outside agencies of any type are not protected under Augusta's policy. Are credit cards to be processed under the City's merchant ID number, or will the Operator process the credit cards through their merchant ID number? Credit Cards shall be processed under the Operator's merchant .10 number. What assurances are provided regarding the credit card processing equipment's compliant with PCI (Payment Card Industry) standards? The control equipment installed was purchased from Amano McGann in Norcross, GA. They stated that the equipment currently at the Marriott will be installed at the new Reynolds Street Deck and is PCI compliant.

Question 16: Response:

Question 17: Response: Question 18: Response:

Please acknowledge

addendum in your submittal

END ADDENDUM
Addendum 1 RFP 11-087 Page 2 of 9

ATTACHMENT

E

REVISED FEBRUARY 2011 Submit This Form With Your Proposal ANNUAL BUDGET The following suggested budget format should be based upon annual costs for the first year of operations. All factors in the RFP and Parking Management Agreement that impact the Budget should be considered.

DIRECT PERSONNEL COSTS
Position Manaqer Assistant Manaqer SU_Qervisors Clerical Cashiers Maintenance Overtime Training Sickness/Accident Vacation Other TOTAL DIRECT PERSONNEL OTHER PERSONNEL Item Overtime Training Sick/Accident/Vacation FICA/Medicare Health Insurance Worker's Compensation State Unemployment Federal Unemployment Sickness/Accident Vacation Other TOTAL OTHER PERSONNEL OTHER COSTS Item Telephonel FAX /Data(Locally oriqinated Bus.) Training Uniforms/Laundry/BadQes/Name Plates Supplies & Small Tools Ticket/Card Expense Office Supplies Equipment maintenance and Supplies (Revenue Control) Manager's Vehicle Allowance Postage Advertising Annual Audit Business License Depreciation ANNUAL COST COST COSTS ANNUAL COST COST Salary or Unit Cost

# of Employees

ANNUAL

COST

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Management

Fee !SUBMIT 6 COPIES OF YOUR MANAGEMENT FEE PROPOSAU LABLED "AUGUSTA PARKING rrN A SEPARATE ENVELOPE MANANGEMENT FEEl TOTAL OTHER EXPENSES

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TOTAL ALL EXPENSES
Addendum 1 RFP 11·087 Page 30f9

Revised 04/06/2006 - SES

STATE OF GEORGIA COUNTY OF RICHMOND PARKING MANAGEMENT AGREEMENT PUBLIC PARKING FACILITIES AUGUSTA MARRIOrr RIVERFRONT, FORMERLY AUGUSTA RADISSON RIVERFRONT

TH::S/parking MANAGEMENT AGREEMENT, made and entered into this day of ~ 20lLb 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 "Facldty"), 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 publfc 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 facHity; and WHEREAS, AUGUSTA and OPERATOR desire to enter into an Agreement OPERATOR's response to AUGUSTA's Request for Proposals; and based on the

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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 safe 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

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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 shalf 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 Dr 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 shalf include and reflect adjustments for any and all cashier shortages, overcharges, undercharges. and uncollected parking fees. Dishonored checks, uncoHectable 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. The OPERATOR shall deposit all Gross AUGUSTA and in the name of AUGUSTA, collection. A penalty for failure to deposit banking day following collection shall be total amount of that day's Gross Receipts. Receipts into an account as designated by prior to the end of the next banking day after said Gross Receipts by the end of the next assessed equaling ten percent (10%) of the 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. 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. 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 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 alt 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. Specifically, Operating Expenses shalt not include costs of business licenses, permits, headquarters bookkeeping, administrative, or accounting fees, liability insurance as descrIbed in Article 18, bid/proposar, 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. 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 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. Any disputed invoices or charges shall be deducted .by AUG'USTA from the OPERATOR's invoice. The Assistant Director of Public Services, Facilities Management DMsion, (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 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 0/tsucceeding y.ea~as defined in Article 2. The annual management fee for the Initial Term shall be $~ \({ 0 C Q ~ . Addittonally.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 OPERA.TOR 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 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 Upon approval by AUGUSTA, aJ[ Operating Expenses included in the annual budget shall be considered authorized and reimbursable, as incurred, to the OPERATOR. Changes to the annual budgel 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. An initial budget for 2006 is attached to this Agreement as Exhibit A. ARTICLE 7 OPERATIONAL PROCEDURES AND POLICY MANUAL 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 (3D) days of the commencement date of this Agreement. The Manual shall include,al 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

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Employee job descriptions Employee fraining guide h. Employee schedules i. Emergency procedures and phone numbers j. Manager's office and home phone number k. Company personnel policies I. Checl< and credit card approval procedures m. Daily clean-up of premises 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 shalt 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.

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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: e, 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, ail 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. The Operator shall make all records available upon forty-eight (4B) hours notice, no matter where retained, during normal business hours, at the Assistant Director's office. The Operator shall not destroy any records pertaining to the operation of the Premises without the express written permission of the Assistant Director.

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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. All source records of Gross Receipts, which shall include but not be limited to: Parking Tickets, Cash Register Tapes, Shift Reports, Master Reports, Dally Revenue Reports, whether computer generated or manually generated, shall he 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.

A.RTICLE 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 E)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 s~all bear the full cost of the audit and reimburse AUGUSTA for any shortage.

ARTICLE 10
1. OBLIGATIONS OF AUGUSTA AUGUSTA shall operate and maintain the lighting system within the Premises and pay aU costs thereof. Light bulbs" shall be considered an operating expense, with the exception of the high mast lighting, 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, AUGUSTA shall be responsible for any major maintenance or repair of the parking facility~ landscaping, entrance/exit roadways, and areas outside of the Premises. AUGUSTA shall be responsible for selection, placement, and erection of all sigl'lage. 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 sale 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 ofthe fiscal year of this

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Agreement amortized at '/2 of 1 % above the official prime rate as stated In the Wall Street Joumal as of the date the equipment is in-voiced. 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 1his Agreement, in which event AUGUSTA shall pay Operator for any unamortized cost, Jess any credit due AUGUSTA. ARTICLE 11 OBLIGATIONS OF THE OPERATOR 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. 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. 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. The Operator shall submit to the Assistant Director, monthly no Jater 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 durjng the previous month. 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 hlre, 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. 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. The Operator shall provide sufficient personnel at all times to accommodate departing cars in a timely manner. It is the goal of A.UGUSTA 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. 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. The Operator shall anticipate peak traffic periods and staff the Premises appropriately. If staffing is antiCipated that exceeds authorized budget, the Operator shalt, in advance, request a budget increase from AUGUSTA. ·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.

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Uniforms shall be consistent in appearance, style and color for all parking employees and subject to the approval of the Assistant Director. Contractor shan 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. 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. The Operator shall employ experienced and knowledgeable personnel and provide alf employees with appropriate operational and customer service training. Operator shall take necessary emergency action to protect the Premises, revenue and safety of the public. 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 01 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. The Operator shall keep the premises at aU 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. The Operator shall provide ticket stock and all other supplies in order to ensure effective control and management of the Premises. The Operator shall maintain all of the revenue control equipment. Maintenance contracts shall have the approval of the Assistant Director prior to their executJon by the Operator. Such costs shall be reimbursable under the Operator's approved annual budget. The Operator shall provide all office furniture, safes, if necessary. equtprnent and supplies for the exit booths in a manner consistent with the intent of thls Agreement, such costs to be rejrnbursed 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.

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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. Operator shall provide a cash bank sufficient to accommodate parking transactions. 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. 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. The Operator shall provide the Assistant Director with copies of any and all written complaints received and the Operators 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 ofthe Agreement. ARTICLE 14 FACILITY USAGE REPORTS The Operator agrees to furnish AUGUSTA, upon request, facility utilization data In a format approved by the Assistant Director.

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AR.TICLE 15 PERFORMANCE AND FIDELITY BOND 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 shan be conditioned to ensure faithful and full performance of aU 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. 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 handnng or responsible for the handling of daily

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Gross Receipts. The fidelity bond shall be in a form and drawn on a surety acceptable to AUGUSTA. 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 INSURA.NCE AND INDEMNIFICATION 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 (Pubfic) Liability - to include (but not limited to) the following: Combined Single limit for Bodily Injury and Property Damage: $1,000,000 Premises/operations 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 shalf be primary ooverage. a, h.

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 poucies, 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 sale 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 requlred 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.

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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,

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operator may-present such information to AUGUSTA for its reconsideration. AUGUSTA will not be responsible for any of Operators insurance costs, 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. 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 ahy 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 ornlsslcns 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 AUGUST A or its officers, directors, agents or employees, 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 tendered 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 ANp 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 effortto 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 safetyrelated AUGUSTA ordinances rules and procedures governing the Premises. ARTICLE 18 TERMINATION This Agreement shall expire at the end of the full tenn hereof, and the Operator shall have no further right or interest in the Premises. 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, AUGUST A shall upon invoice, pay for all service rendered to the date of termination as provided for herein.

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AUGUSTA shall have the right to terminate thls 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. AUGUSTA shall have the right to terminate this Agreement immediately upon or after any of the following: a. Assignment for Creditors: The Operator makes a general assignment for the benefit of creditors. b. Bankruptcy: The Operator files a petition for relief as a debtor under any section or chapter of the Federal Bankruptcy Code, as amended from time to time, or under any similar taw 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 reorganlzation proceeding under any present or future bankruptcy or similar law is flied in any Court. c. Receivership: A receiver, trustee, or custodian is appointed foraH 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. 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 AUGUST A for such default. absent such reentry. The Operator may terminate this Agreement upon thirty (30) days advance written notice, after any of the fonowing: 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 Operators abIlity to conduct its business under thts 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. 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, AUGUSTA may remove the property and store It, all at the expense of the Operator.

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 01 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 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. Any assignment or transfer of this Agreement or any rights of the Opera1orhereunder, without the prior written consent of AUGUSTA is invalid, and shall convey to AUGUSTA the right to terminate this Agreement at its sale discretion. ARTICLE 22 GENERAL PROVISIONS AUGUSTA reserves the right to further develop or improve the Premises as it sees fit. 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 fram time to time be formulated by AUGUSTA. in regard to the management, operation or use of the Premises. 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. 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

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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. The acceptance of rents or fees or the continued perfonnance 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. 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. 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. 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 benefrt of any third party. 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. All covenants, stipulations and agreements in this Agreement shall extend to and bind each party hereto, its legal representatives, successors and assigns. 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. 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. 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 valldity 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 provtslons of this agreement. 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 specificaUy provided for in this Agreement, or in any manner impairing the right of AUGUSTA. 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. Conflict of Interest The Operator agrees that, upon signing of this Agreement or within five (5) days after the acqulslfion 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

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franchise, concession, right or privilege of any nature herein or otherwise granted by AUGUSTA 10 the Operator. 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 Hu1h
President & Chief Operating Officer ARTICLE 23 ENTIRE AGREEMENT consists of Articles 1 to 24 inclusive. represents the entire and integrated Agreement between AUGUSTA and Operator prior negotiations, representations or agreements, either written or oral. This be amended only by written instrument signed by both AUGUSTA and Operator.

1. 2.

This Agreement This Agreement superseding all Agreement may

IN WITNESS WHEREOF, the parties hereto have caused this instrum
of 2006 .

to be signed this

day

$'t

.,:~~UC~G~_
AS ITS: MAYOR . [SEALJ [SEAL]

ATTEST:

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. OPERATOR shall provide staffing for the facilities, including the manning of the three (3) exit booths. 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,OOO.OO.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 negcfiated., at which point it will become the property of the City of Augusta. . 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 facitities. 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. SPECIAL PARKING NEEDS. It is recognized by AUGUSTA that the hotel developer may, from time to time, require additional parking spaces on 8 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. 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 Of 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 fun 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 prevalling dany rate for all spaces used, or rendered unusable for parking, as compensation for the Use as exhibit space. 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. PUBLIC RELATIONS. AUGUSTA and the OPERATOR recognize that the operations of all AUGUSTA parking facilities must be accomplished ina 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.

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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 Hoter will be permitted to rent eighty (80) spaces on a monthly basis. CAPITAL EXPENDITURES AND UTILITIES. AUGUSTA shall assume responsibility for all capital expenditures, such as parking control equipment (except as speclfied in 15D 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 safeg uard such eq uipment. 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. 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

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CUSTOMER INCIDENTS AND PROPERTY DAMAGE: OPERATOR shall immediately report any patron incident, accident, injury or complaint or property damage to the Contract Administrator. 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 Jessthan 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.