While below I refer repeatedly to "ACS," I would point out that the copy of the contract I have doesn't identify ACS . Rather the vendor is simply referred to as "Concessionaire" and the name of the company that is the "Concessionaire" is left blank. If this was done to leave the impression that the selection of the vendor was not a done deal, the drafters screwed up when they accidentally referred to "Xerox," ACS corporate parent in the document. However, rather than write the lengthy "Concessionaire" every time, I will instead simply identify the "Concessionaire" as ACS to make things simpler.
Here are some interesting things I found in the agreement that haven't necessarily been reported yet:
- If the City County Council does not approve the deal, ACS can claim up to $500,000 in expenses. I assure you that if that happens, ACS will have $500,000 in expenses. (p. 26)
- The Agreement is to be considered a "sale" for tax purposes. I'm pretty sure the IRS doesn't have to go along with that. (p. 29)
- ACS has the "exclusive right and responsibility" to administer parking enforcement. The agreement mentions that ACS will use Dennison and City's designated law enforcement officers, but still makes clear that ACS is calling the shots. (p. 32)
- City can designate residential parking areas. (p. 33)
- ACS has exclusive naming rights to the metered parking system. (Not sure how that would work.) ACS is allowed to sell advertisement on meters (or on the back of tickets issued by meters. These are both subject to City approval. (p. 40). Get ready for tacky advertising on meters. I don't think any of the advertising revenue will go to the City. This could be a huge source of revenue for ACS.
- ACS is protected by competition by a prohibition on the city allowing off-street parking facilities to be built on its property. (p. 41.)
- The City is going to set up special street parking for City, State and Federal employees. This will allow certain government employees to remain at the meters. The City will pay ACS for these spots. (p. 42.)
- If the City does not raise the parking rates as provided by the contract schedule, ACS will be entitled to compensation. (p. 46.)
- If meters have to be blocked for road repairs, ACS will be entitled to a temporary closure fee. (p. 49.)
- It appears that ACS might be entitled to a temporary closure fee (so much per meter) if the City wants to disallow parking on certain streets during rush hour. (p. 49). (It could also be compensable under the "decreases in hours of operation." - p. 51.) For example, the meters directly in front of my law office on Delaware Street are 9 am to 3 pm...the shortened hours allowing for rush hour. Under the new plan, the meter parking hours will be 7 am to 9 pm. It appears that if the City wants rush hour restrictions on downtown streets, the City, i.e. taxpayers, will have have to pay for them.
- The City is permitted to look at "audited publicly available financial statements and reports of Xerox Corp. only." (p. 52.) What is interesting is that my copy of the contract never once identifies the company that is the "Concessionaire" The contract appears to be pre-vendor selection, as if it was drafted by the City's attorneys in preparation to fill in the name of the winning vendor. However, the contract specifically mentions Xerox, the parent company of ACS. That makes me wonder if ACS's attorneys and not the City's, drafted the contract and then scrubbed out ACS references overlooking the reference to Xerox.
- ACS "will provide to the City any calculations, volumes or analysis of revenue necessary to calculate and verify its share of revenue" under the Agreement. (p. 52.) This is the m.o. of the people who negotiate for our City. They will depend on ACS to supply the numbers to do the revenue calculation...not even reserving the right to audit the source of those numbers. It's the Pacers all over again.
- The City will pay Morgan Stanley for its fees associated with the deal. (p. 58.)
- ACS is required to "manage and maintain a battery recycling program to help to protect the environment." (Schedule 2, Article XIX)
- If parking revenue reaches a certain threshold, the amount the City gets increase. (Schedule 2.1). Of course, as previously noted, under the Agreement the City simply has to take the word of ACS regarding revenue generated.