Deck Contract Matrix 2

7/31/2019 Deck Contract Matrix 2

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City of Augusta Richmond County

Comparison of Proposed Reynolds Street Parking Deck Agreement to RFP

11-087 Example Agreement

June 27, 2012

Proposed Contract with Augusta

Riverfront, LLC

Augusta RFP 11-087 Appendix F

Example Contract

Analysis

Article I DEFINITIONS

Capital Improvements shall mean

one or more items or project(s) - i)

the cost of each of which totals

$5,000.00 or more, ii) that becomes

part of the RSPD, and iii) the cost of

which is required or allowed to be

capitalized under the accounting

guidelines of Augusta, Georgia and

GAAP.

ARTICLE 24

SPECIAL CONDITIONS

CAPITAL EXPENDITURES AND

UTILITIES. AUGUSTA shall assume

responsibility for all capital

expenditures

Observation: RFP Example

Contract did not define

Capital Improvements

because the

Manager/Operator was not

authorized to purchase such

assets.

Observation: Under criteria ii)

would the $59,000 sweeper in

the2012 RSPD planqualify asa capital expenditure?

Accounting Control

Deficiency: Wont allowing

the Manager to purchase

assets with Augusta Funds

result in failure to record

fixed assets in the City fixed

asset ledger?


Effective Date shall mean the dateon which construction of the RSPD

has been completed, a certificate of

occupancy for the RSPD has been

issued, and the RSPD has been fully

furnished and delivered to Manager

for operation.

No provision for an effective date

different than the contract executiondate was found.

Observation: The Proposed

Management Agreement isretroactive to Fall 2011, when

the deck opened.

No retroactive effective date

was allowed in the RFP

Example Contract.

Question: What have been

the procedures used since the

parking deck opened? Do the

correspond with the terms of

this agreement?Article I DEFINITIONS

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 applicable

Annual Plan, including, but not

ARTICLE 4

OPERATING EXPENSES

I. AUGUSTA shall reimburse the

OPERATOR for all approved operating

expenses incurred in the

management, operation and

Observation: RFP Example

Contract. limits operating

expenses to those approved

in advance by Augusta.

The Management Contract

with ARLLC expands the
http://www.scribd.com/doc/94698913/Burney-Deck-GORA-Request-Parking-Deckhttp://www.scribd.com/doc/94698913/Burney-Deck-GORA-Request-Parking-Deckhttp://www.scribd.com/doc/94698913/Burney-Deck-GORA-Request-Parking-Deckhttp://www.scribd.com/doc/94698913/Burney-Deck-GORA-Request-Parking-Deck


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Example Contract

Analysis

limited to the following: (a) Salary

Costs of RSPD Employees and Shared

Employees; (b) operating supplies;

(c) utility and telephone charges; (d)

repair and maintenance costs; (e)

equipment rental costs; (f) insurance

costs related to RSPD operations,

including insurance premiums paid

by Manager on behalf of the Owner

(but not performance or fidelity

bonds); (g) security costs; (h)cleaning expenses; (i) cost of

reimbursable event expenses; (j) the

cost of obtaining an audited

financial statement of Manager; (k)

pre- and post-opening marketing,

promotional and advertising

expenses; (l) sales commissions; (m)

maintenance agreements; and (n)

any other expenses incurred in the

operation of the RSPD that would be

considered operating

expenses under GAAP.

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, certifiedannual audit, tickets, postage, office

and marketing expense,

hospitalization insurance, and other

expenses as authorized and included

within an operating budget approved

in advance by AUGUSTA.

2. Specifically, Operating Expenses

shall not include costs of business

licenses, permits, headquarters

bookkeeping, administrative, or

accounting fees, liability insurance as

described in Article 18,

bid/proposal, performance and fidelity

bonds which shall be paid by the

OPERATOR from the OPERATOR's

Management Fee as defined in Article

5. Operating Expenses shall also not

include taxes on the Operator's

personal property, debt retirement, or

any other expenditure that is not

included in the OPERATOR's approved

annual budget as included and defined

herein, and not approved byAUGUSTA in writing.

definition to the broader

definition of those expenses

allowed under GAAP. GAAP

can be construed to include

costs that the RFP Example

Contract excludes.


Salary Costs shall mean the gross

amount payable by an employer to

secure the services of an employee

including, without limitation,

ARTICLE 4

OPERATING EXPENSES


OPERATOR .. all salaries and wages,

workmen's compensation insurance as

provided by state law, related payroll

Observation: Wage and

salary costs in the Proposed

Management Agreement

over and above those in the

RFP Example Agreement

include: Accrued and vested


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Riverfront, LLC


Example Contract

Analysis

employees accrued and vested

wages, salaries, employee

medical/disability/life insurance and

other health benefits incurred by

Manager, vacation pay and sick

leave, severance costs, 401(k), profit

sharing, pension or similar

retirement benefits or other accrued

and vested fringe benefits,

business travel expenses, and other

compensation of whatever nature,including any applicable federal,

state and local taxes. For the

avoidance of doubt, Salary Costs

may also include bonuses for

employees or commissions for sales

staff.

taxes,. hospitalization insurance, and

other expenses as authorized and

included within an operating budget

approved in advance by AUGUSTA

wages,401(k) costs, vacation

and sick leave when the

Manager assigns personnel at

its discretion.

Observation: Under the

Management Contract

Salary Costs may also

include bonuses for

employees or commissions for

sales staffThe RFP ExampleAgreement provides for no

bonuses.

Question: If the Manager can

assign personnel with sizable

vested benefits, wont that

cost Augusta more than an

entry level employee would?


Shared Employees shall have the

meaning ascribed thereto by Section5.3(f) and may include officers,

managers or members of Manager.

The RFP Example Contract does not

allow for Shared Employees.

Observation: The RFP

Example Contract allows for

only a General Manager andan Assistant Manager. The

Proposed Management

Agreement allows additional

managers, including officers?


RSPD Employees shall have the

meaning set forth in Section 5.3(a)

but shall not include any officer or

member of Manager or any person

who, directly or indirectly, otherwise

owns an interest in Manger or any

affiliate thereof.

The RFP Example Contract does not

differentiate between Shared

Employees and RSPD employees.

Observation: The Proposed


disallows officers with

ownership interests. This is an

appropriate clarification.

ARTICLE II

APPOINTMENT OF MANAGER AND

OPERATING TERM

2.1 Appointment of Manager;

Powers and Duties Generally.

Subject to Managers covenants set

forth in 5.1, Owner hereby

ARTICLE 22

GENERAL PROVISIONS

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


Example Contract denies

agent status. The Proposed


makes the Manager

Augustas agent.


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Example Contract

Analysis

appoints, authorizes, and engages

Manager, and Manager hereby

accepts appointment on the terms

and conditions hereinafter provided

as agent to: (a) manage, operate,

control, license, and rent the RSPD

on Owners behalf during the

Operating Term.

AUGUSTA. AUGUSTA and

Operator each expressly disclaim the

existence of such a relationship

between them .

ARTICLE II APPOINTMENT OF

MANAGER

2.2 Except as otherwiseadditionally limited hereby, Manager

shall have the discretion to prescribe

the terms of the rental or licensing

of space at the RSPD based on

generally applicable and uniformly

applied rates or that are negotiated

with the user in arms-length

bargaining, in either case, that is

consistent with the applicable

Annual Plan.

ARTICLE 12

PARKING RATES

Existing parking rates shall remain ineffect until authorized and changed

only upon approval ofAUGUSTA.


Proposed Management

Agreement, the Manager cannegotiate rates. Under the

RFP Example Contract, it

cannot.


MANAGER

2.2 Notwithstanding the foregoing,

Manager shall not be prohibited by

this Section 2.2 from entering into a

lease or licensing of space at the

RSPD if Manager and Owner have

received an Approving Tax Opinion.

ARTICLE 21

ASSIGNMENT AND SUBCONTRACTING

1. The Operator agrees that it will

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.

Observation: Under the RFP

Example Contract, the

Manager cannot sublease.

Under the Proposed

Management Agreement, the

Manager can sublease .


MANAGER

2.4 Subject to Article IV, the initial

Operating Term of this

Agreement shall be for a period

commencing on the Effective Date

and terminating on the fifth (5) year

anniversary of the Effective Date.

ARTICLE 2 TERM The initial term of

this Agreement shall be from

________ 2011 through and including

,__________2014.

2. AUGUSTA reserves the right to

renew this Agreement, at the sale

discretion of AUGUSTA and

under terms to be determined by


Example Contract, the term is

2 years. Under the Proposed


term is 5 years, 2 times

more.


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Riverfront, LLC


Example Contract

Analysis

The initial Operating Term may be

renewed or extended as provided in

Section 2.5, 2.6, and 2.7.

Notwithstanding the foregoing, this

Agreement shall be binding on the

date it is signed by Owner and

Manager and provisions of this

Agreement shall survive the

Operating Term to the extent

specifically set forth in this

Agreement.

AUGUSTA, for two (2) additional two

(2) year renewal terms.

ARTICLE III COMPENSATION OF

MANAGER

3.1 The parties acknowledge that

certain property and services paid

for by Owner and required for the

operation of the RSPD will also

benefit Managers easement for

ground level parking facilities

located underneath and adjacent

to the RSPD. Such property and

services include, but are not limitedto, traffic control gates and related

equipment, sweepers, lighting, and

services of a toll both operator (the

Incidental Services). The

Incidental Services would be

required for the operation of

the RSPD whether or not Manager

maintained easements for the

ground level parking facilities, and

allowing Manager to benefit from

these Incidental Services does not

materially increase the costs toOwner. Accordingly, in further

consideration of the granting of air

rights and easements to Owner for

the construction and operation of

the RSPD, Manager shall have the

right to utilize the Incidental Services

for Managers ground level parking

There was no provision in the RFP

Example Contract for the City to bear

Incidental Expenses


Proposed Management

Agreement, the incidental

expenses include wages and

benefits for the toll booth

attendant, utilities, and all of

the operating expenses,

including the Management

Fee as these costs relate to

150 of the 650 parking spaces

in the parking structure, or23% of the total expenses.

Question: How can 23% of the

costs of operating the total

parking structure, including

the ground floor spaces, be

considered incidental?

Question: How can $238,000

costs, based upon the 2012

Plan Budget for the 5 year

term of the contract, beconsideredto not materially

increase the cost to Owner?


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Example Contract

Analysis

duty on alternate days when the

General Manager is not on duty.

ARTICLE V SERVICES OF MANAGER

5.3 (d) Manager shall set the salaries

and fringe benefits of all RSPD

Employees consistent with industry

standards and the Annual Plan. Cost-

of living increases shall not exceed

those given by Owner to its

employees. Unless otherwise

provided in the Annual Plan, nobonuses or merit raises shall be

given without the approval of

Owner.

ARTICLE 4

OPERATING EXPENSES



"Operating Expenses" as used

herein shall include .all salaries and

wages, workmen's compensation

insurance as provided by state law,

related payroll taxes, hospitalizationinsurance, and other expenses as

authorized and included within an

operating budget approved in

advance by AUGUSTA

Observation: Both

agreements are similar in

that the Manager sets the

salaries within the guidance

of the Annual Plan. However,

the RFP Example Contract

does not allow the Plan

amounts to be exceeded

without Augusta approval.Under the Proposed

Management Agreement the

Plan is only a guide.

ARTICLE V SERVICES OF MANAGER5.3 (f) Manager may provide

certain of the services under this

Agreement through employees and

agents of Managers Other

Businesses (Shared Employees).

There is no provision in the RFPExample Contract for Shared

Employees.

Observation: The ProposedManagement agreement is so

broad to allow billing of

salary and labor costs for

agents of Managers Other

Businesses. Who would that

be?


5.4 Maintenance.

(a) RSPD. Manager shall (i) maintain

the RSPD in good condition and

repair, and (ii) maintain, repair, and

replace when necessary, furniture,

fixtures and equipment for the

RSPD. Subject to the limitation of

5.4(b), if applicable, Manager may

withdraw funds from the Capital

Account to pay for Capital Expenses.

Manager shall obtain Owners

approval prior to making any non-

ARTICLE 10

OBLIGATIONS OF AUGUSTA

1. AUGUSTA shall operate andmaintain the lighting

3. AUGUSTA shall be responsible forany major maintenance or repair of theparking facility, landscaping,entrancelexit roadways, and areasoutside of the Premises.14. The Operator shall be responsible formaintenance of the interiors of thetollbooths, revenue control office, andany other structures that may beprovided hereafter. The Operator shallbe responsible for keeping the Premises,


Example Contract, Augusta

would make and control all

capital Expenditures. The

Proposed Management

agreement allows for the

Manager to make Capital

Expenditures outside of

Augustas asset accounting

and control system.


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Example Contract

Analysis

emergency expenditure of more

than $10,000.00 on a single

maintenance item or category of

Capital Expenses not otherwise

authorized by the Annual Plan.

including all parking areas, entrance andexit areas, exit tollbooths,revenue controloffice, rest room and landscaped areasin or immediately adjacent to thePremises in a neat and clean conditionat all times.


5.5 Marketing. Marketing of the

RSPD shall be the obligation of the

Manager, subject to the terms of the

Annual Plan.

ARTICLE 4

OPERATING EXPENSES



expenses incurred in the

management, operation andmarketing of the Premises.

Observation There is no

notable difference in the 2

agreements


5.9 Contracts. Manager is hereby

authorized, without Owners prior

approval, to enter into contracts, in

its own name or as Owners agent,

with vendors or service providers of

its choice, provided, in addition, that

the contract in question: (i) does not

have a term exceeding the lesser of

one year and the then remainingOperating Term, (ii) the aggregate

annual Operating Expense

attributable to the contract does not

exceed $5,000, (iii) does not

authorize the vendor or service

provider to use any portion of the

RSPD unless the compensation

therefor is not based on the net

profits arising from such service or

activity, and (iv) is not inconsistent

with the applicable

Annual Plan.

ARTICLE 11

OBLIGATIONS OF THE OPERATOR

17. The Operator shall maintain all of

the revenue control equipment.

Maintenance contracts shall have

the approval ofAUGUSTA prior to

their execution by the Operator. Such

costs shall be reimbursable under the

Operator's approved annual budget.


Example Contract, no

maintenance contracts could

be executed by the Manager

without Augustas approval.

Under the Proposed

Management Agreement,

they can be executed without

Augustas approval.

ARTICLE VI BANK ACCOUNTS

6.1 Bank Accounts. Manager shall

open, at one or more banks in

Augusta, Georgia selected by

Manager, a bank account for the

benefit of Owner, which will serve as

an operating account for the RSPD

ARTICLE 11

OBLIGATIONS OF THE OPERATOR

20. Operator shall provide a cash bank

sufficient to accommodate parking

transactions.

ARTICLE 3

GROSS RECEIPTS


Example Contract, the bank

accounts would be controlled

by Augusta, with the

exception of the small cash

bank for parking

transactions. Under the


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Riverfront, LLC


Example Contract

Analysis

(the Operating Account). and (b) a

bank

account for the benefit of Owner,

which shall serve as a capital

account for the RSPD

(the Capital Account), as the

source of funds for Capital Expenses.

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.

Proposed Management

Agreement, the Manager sets

up an Augusta-funded bank

account that it controls.


6.2 Operating Account; Payment to

Owner. Manager shall deposit all

Operating Revenues into theOperating Account. All Operating

Revenues, whether or not deposited

into such account, shall be solely the

property of Owner.

ARTICLE 3 GROSS RECEIPTS

The OPERATOR shall deposit all Gross

Receipts into an account as designated

by AUGUSTA andin 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 because for immediate termination of

this agreement.


Example Contract, revenues

have to be deposited by the

end of the next banking day.Under the Proposed


Manager can withhold

revenues from deposit in the

Operating Account for an

unspecified period.

Question: Why would the

Proposed Management

Agreement fail to address the

requirement of immediatedeposit, while including the

phrase whether or not

deposited into such account?


6.2 Operating Account; Payment to

Owner e Operating Account shall, at

all times, contain a permitted

reserve sufficient to cover Operating

Expenses for the next 90 days,

without regard to the future receipt

of any Operating Revenues.


4. The OPERATOR shall be granted an

operating fund advance equivalent to

2 months operating expenses, to be

credited against the first two months

of operation. This advance is

applicable solely to the initial term of

this agreement.


Example Contract there is a

prefunded balance for 60

days, and then the fund

balance is recouped by

Augusta. Under the Proposed


Manager has Augustaprefund, and continuously

fund, a REVOLVING 90 day

fund balance.


6.3 Capital Improvements and

Capital Account. Owner agrees to

provide all necessary funding for

ARTICLE 10

5. AUGUSTA shall provide the parking

revenue control equipment. AUGUSTA

shall review the need for additional

Observation: . Under the RFP

Example Contract the

Manager cannot make capital

expenditures and hence


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Example Contract

Analysis

Capital Expenses that are reasonably

necessary to maintain the RSPD to

the Standard in accordance with the

Annual Plan. Fifteen percent of all

net operating revenues shall be

earmarked annually by Owner for

Captial Expenses until the balance of

earmarked funds is the lesser of

$250,000.00 and the capital reserve

approved in the Annual Plan. Upon

Manager notifying Owner in writingthat a portion of such

earmarked funds are needed for

payment of Capital Expenses, then

Owner will within fifteen (15) day

deliver funds to Manager as

necessary for the payment of Capital

Expenses and Manager will deposit

such funds into the Captial Account.

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 ofAUGUSTA. Any such

equipment approved for purchase by

the Operator shall be purchasedaccording to established AUGUSTA

purchasing procedures and shall be

included in the Operating Budget as

approved by AUGUST A.

needs no prefunded Balance.

Under the Proposed


Augusta has to prefund as

much as $250,000 and

maintain the balance.

ARTICLE VII BUDGETS

7.3 Approval of Annual Plan.

Operating Revenues will beespecially difficult to predict, the

Annual Plan will be only a planning

tool. Furthermore, expenses related

to the RSPD vary in proportion to

business volume, making budgeting

imprecise and unpredictable. During

the initial three Fiscal Years, Owner

authorizes Manager to deviate from

the Operating Expenses or Capital

Expenses as set forth in the

Annual Plan, following notice to

Owner and without any priorapproval of Ownerif, in the

reasonable judgment of Manager,

such deviation is necessary to

achieve Owners

objectives to operate RSPD

ARTICLE 6

ANNUAL BUDGET

1. The OPERATOR shall submit toAUGUSTA, ninety (90) days prior to

each anniversary date of this

Agreement, an annual and monthly

budget, for all Operating Expenses to

be incurred during the year. AUGUSTA

shall notify the OPERATOR of any

changes to the budget or budget

approval, on or before the anniversary

date of this Agreement. 2. Upon

approval by AUGUSTA, all Operating

Expenses included in the annual

budget shall be considered authorizedand 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


Example Contract adherence

to the Annual Plan ismandatory for the entire

contract period. Under the

Proposed Management

Agreement adherence to the

Annual Plan is optional for

the first 3 years.


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Example Contract

Analysis

by AUGUSTA unless prior written

approval is received from the Assistant

Director.

ARTICLE VII BUDGETS

7.6 Books and Records. Manager

shall establish and maintain for the

benefit of Owner complete, current,

and accurate records and books of

account reflecting all transactions of

the RSPD and of Manager with

respect to the RSPD that areseparate from Managers Other

Businesses. Manager shall make

such books and records available

during normal business hours and at

all other reasonable hours at the

RSPD for inspection, copying, and

audit upon reasonable notice by

Owner and its agents.

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 AssistantDirector or designated representative

a validated deposit slip for the

previous day(s)'s receipts. The

Operator shall submit monthly to

AUGUSTA, 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 inaccordance with the Operations

Procedures

and Policy Manual.

c) Monthly activity and Gross Receipts

summaries and certifications, to be

reconciled

to daily reports.


Example Contract adherence

to the Annual Plan is

mandatory. Under the

Proposed Management

Agreement there is a

significant exception to

keeping books reflecting alltransactions , that being that

RSPD employees are on the

Managers payroll within the

Managers Other Businesses.

The contract exempts such

costs from record keeping and

disclosure requirements.

ARTICLE VII BUDGETS

7.7 Financial Statements.

(a) Annual Statements. Manager

shall prepare and deliver to Owner

by the 90th day after the end ofeach Fiscal Year the following

financial statements and reports

(the Financial Statements) using

GAAP,(goes on to itemize required

statements)

ARTICLE 9

AUDIT

Within 90 days following the end of

each fiscal year, Operator shall

provide an unqualified statementcertified 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

Observation: Both contracts

require annual audited

financial statements Under

the RFP Example Agreement

Augusta can audit with 48hour notice. The Proposed


makes the limited books and

records at the RSPD available

any time during normal

business hours.


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Example Contract

Analysis

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 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 VII BUDGETS

(b) Quarterly Statements. On or

before 30 days after the end of each

calendar quarter, Manager shall

prepare and deliver to Owner a

statement showing Operating

Revenue and Operating Expenses for

the previous calendar quarter and

Statement of Capital Expenditures.


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 because for immediate cancellation of

this agreement.


Example Contract calls for

monthly statements, but they

would exclude reporting of

Expenses. The Proposed


calls for Quarterly

statements, but fails to

enumerate the details

required beyond simply

reporting summary figures.

ARTICLE VIII ASSIGNMENT

8.1 Assignment by Manager.

(a) Manager shall have the right,

without the prior written consent of

Owner (but only upon not less than

five (5) business days prior notice to

Owner), to assign this Agreement or

any duties arising hereunder to any

entity controlled by, or under

common control with, Manager,

ARTICLE 21

ASSIGNMENT AND SUBCONTRACTING

1. The Operator agrees that it will not

sell, convey, transfer, mortgage,

subcontract, sublease or assign this

Agreement or any part thereof, or any

rights created thereby, without the

prior written consent ofAUGUSTA, it

being the intention ofAUGUSTA to

grant this Agreement individually tothe Operator.

2. Any assignment or transfer of this

Agreement or any rights of the

Operator hereunder, without the

prior written consent ofAUGUSTA is

invalid, and shall convey to AUGUSTA

the right to terminate this Agreement


Example Contract does not

allow assignment and

provides for the termination

of the contract if the

Manager does it. The

Proposed Management

Contract allows assignment,

even assignment without

Augustas consent.


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Example Contract

Analysis

at its sole discretion.

DEFINITIONS

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 applicable

Annual Plan, including, but not

limited to the following: (f)

insurance costs related to RSPDoperations, including insurance

premiums paid by Manager on

behalf of

the Owner (but not performance or

fidelity bonds)

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 toAUGUSTA 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 hereof. 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 besubmitted 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 dailyGross Receipts . The fidelity bond shall

be in a form and drawn on a surety

acceptable to AUGUSTA.


Example Contract the

Manager would provide

performance and fidelity

bonds at no cost to Augusta.

Under the Proposed


there is no mention that a

performance and Fidelity

Bond is to be provided.

ARTICLE IX

INSURANCE

9.4 Cost and Expense. Except with

respect to insurance premiums that

ARTICLE 16

INSURANCE AND INDEMNIFICATION

1. Operator shall provide and

maintain, at its own expense which is


Example Agreement

insurance costs are not

reimbursable and are paid


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June 27, 2012


Riverfront, LLC


Example Contract

Analysis

are paid by Owner other than with

funds held in the Operating Account,

insurance premiums and any costs

or expenses with respect to the

insurance described in this Article

shall be an Operating Expense of the

RSPD. Any reserves, losses, costs,

damages or expenses which are

uninsured, or fall within deductible

limits or self-insured retentions,

shall be treated as a cost ofinsurance and shall be an Operating

Expense.

not reimbursable, the following

types and amounts of insurance,

during the term of this contract:

~

Comprehensive General (Public)

Liability - to include (but not limited

to) the following: Combined

Single Limit for Bodily Injury and

Property Damage: $1,000,000

out of the Managers fee.

Under the Proposed


liability and most other

insurance costs are either

borne directly by Augusta or

are a reimbursable cost under

the agreement.

ARTICLE IX

INSURANCE

Owner shall either self-insure or self-

fund or provide insurance equal or

greater the following insurance

requirements

9.1 General Liability Insurance.

Owner shall carry comprehensivegeneral liability insurance, including

contractual liability, personal and

bodily injury, and

property damage insurance, on the

RSPD, with a combined single limit in

an amount sufficient to protect

Owner and Manager, but in no event

will such insurance be in an

amount less than a combined single

limit of $3,000,000 per occurrence.

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 Damage: $1,000,000


Example Agreement, where

Augusta only required $1MM

coverage, the Manager would

have paid the costs. Under

the Proposed Management

Agreement, liability insurance

cost for $3MM is passed on toAugusta.

Disclaimer This analysis was performed without compensation to its author and was expedited in an effort to

inform the Board of Commissioners of Augusta Richmond County of potential issues, observations, and

questions with respect to the Proposed Parking Deck management agreements. The Conference Center

Management Agreement was not included due to time constraints. The Management Fee was excluded in order

to compare the commercial terms of the Proposed Agreement with the RFP 11-087 Example Agreement.


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June 27, 2012

The RFP 11-087 Example Agreement is considered to be a valid instrument for comparison as it was accepted, in

most part, by recommended Manager, Ampco Parking Systems, and it represents much of the pre-existing

Republic Parking agreement with Augusta.

Sources: Augusta Request for Proposals RFP 11-087 Package
http://www.scribd.com/doc/94681681/RFP-11-087-Packagehttp://www.scribd.com/doc/94681681/RFP-11-087-Packagehttp://www.scribd.com/doc/94681681/RFP-11-087-Package

Documents

Deck Contract Matrix 2