Commercial Parking Management Agreement

COMMERCIAL PARKING MANAGEMENT AGREEMENT

This Commercial Parking Management Agreement ("Agreement") is made effective as of , by and between Owner Name: , Owner Entity Type: , Owner Address: (\"Owner\"); and Manager Name: , Manager Entity Type: , Manager Address: (\"Manager\").

RECITALS

WHEREAS, Owner owns or controls that certain parking facility located at (the "Facility"); and

WHEREAS, Owner desires to engage Manager to operate, manage, staff and maintain the Facility and to collect revenues arising from parking operations subject to the terms and compensation set forth herein; and

WHEREAS, Manager represents that it has the experience, licenses, personnel and systems necessary to manage parking operations in a commercially reasonable manner and to maximize net parking revenues consistent with Owner's requirements.

NOW, THEREFORE

In consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

For purposes of this Agreement, the following terms shall have the meanings set forth below: "Gross Parking Revenues" means all amounts actually received by Manager or Owner from the operation of the Facility, including but not limited to meter receipts, permit fees, special event parking, fines collected on Owner's behalf, and any other consideration received for parking services. "Operating Expenses" means all reasonable costs incurred in the operation and maintenance of the Facility that are expressly chargeable to Owner under this Agreement.

2. APPOINTMENT; SCOPE OF SERVICES

2.1 Appointment. Owner hereby appoints Manager as exclusive parking manager for the Facility, and Manager accepts such appointment, subject to the terms of this Agreement. Manager shall have the right to operate, manage and control the daily parking operations and to employ personnel, procure equipment and implement policies necessary to operate the Facility in a commercially reasonable manner.

2.2 Services. Manager’s duties shall include, without limitation: staffing and supervision of attendants; collection of Gross Parking Revenues; issuance and management of permits and validations; enforcement of parking rules; customer service; implementation of traffic control measures; regular reporting to Owner; and procurement of necessary supplies and small equipment. Manager shall perform services in compliance with applicable laws and Owner's reasonable operating policies.

3. TERM; RENEWAL; TERMINATION

3.1 Term. The initial term of this Agreement shall be months commencing on the effective date set forth above. Renewal terms and conditions, if any, shall be as set forth in Section 3.2.

3.2 Renewal. This Agreement shall automatically renew for successive periods of months unless either party provides written notice of non-renewal at least days prior to the end of the then-current term.

3.3 Termination for Cause. Either party may terminate this Agreement for material breach by the other if such breach is not cured within thirty (30) days after written notice specifying the breach, provided that if the breach cannot reasonably be cured within thirty (30) days, the cure period shall be extended for a reasonable period if the breaching party begins curing within the initial period and proceeds diligently to cure.

4. COMPENSATION; COLLECTIONS; BANKING

4.1 Management Fee. As compensation for its services, Owner shall pay Manager a management fee equal to of Gross Parking Revenues collected, payable monthly within fifteen (15) days after Manager delivers the monthly statement described in Section 7. Alternatively, if a flat fee is elected, specify flat monthly fee of .

4.2 Collections and Deposit. Manager shall deposit all Gross Parking Revenues in a separate bank account maintained for the Facility and shall not commingle Owner funds with other accounts. Account name: . Manager shall provide Owner access to bank statements and transaction records in accordance with Section 7.

4.3 Reimbursable Expenses. Owner shall reimburse Manager for reasonable Operating Expenses incurred in the performance of services under this Agreement, including payroll, utilities, small equipment, supplies, and third-party vendor charges, subject to prior Owner approval for any single expenditure exceeding .

5. MANAGER OPERATING OBLIGATIONS

5.1 Performance Standard. Manager shall perform its duties in a commercially reasonable manner consistent with accepted practices in the parking management industry. Manager will ensure that staff are properly trained, courteous, and that all cash handling procedures include segregation of duties and daily reconciliation.

5.2 Permits and Enforcement. Manager shall issue and manage parking permits, enforce parking rules in a nondiscriminatory manner, and maintain records of all permit holders and enforcement actions. Manager shall not impose penalties or fines beyond those authorized by Owner without prior written approval.

6. OWNER OBLIGATIONS

6.1 Support and Access. Owner shall provide Manager with reasonable access to the Facility, necessary keys, permits, utility accounts, and any existing records reasonably required for Manager to perform its duties. Owner shall maintain building systems and structural elements and shall be responsible for capital repairs unless otherwise agreed in writing.

6.2 Policies. Owner shall provide Manager, in writing, with any special policies or restrictions (e.g., reserved spaces, preferred tenant access) prior to implementation. Manager shall implement such policies consistent with this Agreement.

7. RECORDS; REPORTING; AUDIT

7.1 Records. Manager shall maintain complete and accurate books and records relating to Gross Parking Revenues, Operating Expenses, payroll, permits, and enforcement logs in accordance with generally accepted accounting principles consistently applied.

7.2 Monthly Reports. Manager shall deliver to Owner a monthly statement within ten (10) business days following the end of each month showing Gross Parking Revenues, itemized Operating Expenses, management fee calculation, and net amounts due to Owner.

7.3 Audit. Owner shall have the right, not more than once per calendar year, to audit Manager's books and records relating to the Facility upon ten (10) business days' prior written notice during normal business hours. If an audit reveals an understatement of amounts due to Owner greater than two percent (2%) for the audited period, Manager shall reimburse Owner for the reasonable cost of the audit.

8. INSURANCE; INDEMNITY

8.1 Insurance. Manager shall, at its expense, maintain commercial general liability insurance covering the operations of the Facility with limits not less than per occurrence and workers' compensation as required by law. Owner shall be named as an additional insured with respect to liability arising from Manager's operations.

8.2 Indemnity. Manager shall indemnify, defend and hold Owner harmless from and against any claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Manager's negligence or willful misconduct in performing its obligations under this Agreement. Owner shall indemnify Manager from claims arising from Owner's gross negligence or willful misconduct.

9. COMPLIANCE WITH LAWS; PERMITS

Manager shall, at Manager's expense except where otherwise provided, obtain and maintain all licenses, permits and approvals required to perform its duties and shall comply with all federal, state and local laws, codes and regulations applicable to the operation of the Facility.

10. MAINTENANCE; CAPITAL REPAIRS

Manager shall perform routine maintenance and minor repairs as are customary to maintain safe operations. Capital repairs and replacements exceeding require Owner's prior written approval and shall be charged to Owner as a capital expense.

11. CONFIDENTIALITY

Each party shall maintain as confidential all nonpublic information regarding the other party's business and customers obtained in connection with this Agreement and shall not disclose such information except as required by law or as necessary to perform its obligations hereunder. This obligation shall survive termination of this Agreement for a period of two (2) years.

12. LIMITATION OF LIABILITY

Except for liability arising from gross negligence, willful misconduct or indemnity obligations, neither party shall be liable to the other for consequential, incidental, punitive or special damages. In no event shall Manager's total liability under this Agreement exceed the greater of (a) amounts actually paid to Manager under this Agreement during the prior twelve (12) months, or (b) .

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as a party designates by written notice.

14. AMENDMENT; WAIVER; COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one agreement.

15. FORCE MAJEURE

Neither party shall be liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, war, terrorism, civil unrest, strikes, pandemics, governmental actions, or failure of public utilities, provided that the affected party gives prompt written notice and uses commercially reasonable efforts to resume performance.

16. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

This Agreement shall be governed by and construed in accordance with the laws of the state in which the Facility is located, without regard to its conflict of laws principles. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior discussions and agreements. If any provision is determined to be invalid or unenforceable, such determination shall not affect the validity of the remaining provisions, which shall remain in full force and effect.

17. MISCELLANEOUS

Manager shall not assign this Agreement without Owner's prior written consent, which shall not be unreasonably withheld; provided, however, that Manager may assign to an affiliate or purchaser of substantially all of its assets after notice to Owner. The headings in this Agreement are for convenience only and shall not affect interpretation.

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