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2006-05-02-Meeting Agenda
Commission Meeting Agenda Commission Chamber 5/2/2006 2:00 PM INVOCATION: Reverend Joey Thompson, Pastor, Crawford Avenue Baptist Church PLEDGE OF ALLEGIANCE TO THE FLAG OF THE UNITED STATES OF AMERICA. CONSENT AGENDA (Items 1-3) PETITIONS AND COMMUNICATIONS 1. Motion to approve the minutes of the Regular Meeting of the Commission held April 18, 2006. Attachments ATTORNEY 2. Motion to approve an Ordinance providing preferences to local businesses doing business with their local government within a 5% margin not to exceed $10,000. (Approved by Commission in meeting April 18, 2006 - second reading) Attachments 3. An Ordinance to amend Augusta-Richmond County Code Title 1, Chapter 2, Section 2(a); to provide for an amendment to the monthly schedule for the holding of the regular meeting of the Augusta-Richmond County Commission on the first Tuesday in every month; to provide for the scheduling of the first meeting in April to the last Wednesday of March each year effective with the first regular meeting of the Commission in April, 2007; to repeal conflicting ordinances and for other purposes. (Approved by Commission in meeting April 18, 2006 - second reading) Attachments ****END CONSENT AGENDA**** AUGUSTA COMMISSION 5/2/2006 AUGUSTA COMMISSION REGULAR AGENDA 5/2/2006 (Items 4-30) PUBLIC SERVICES 4. New Application: A. N. 06 - 23: A request by Abdullah S. El Khalifa for an on-premise consumption Beer & Wine license to be used in connection with Crazy Leggs Corner Pocket located at 2450 D Windsor Spring Rd. District 6. Super District 10. Attachments 5. New Application: A. N. 06 - 24: A request by Judith Taylor for an on-premise consumption Liquor, Beer & Wine license to be used in connection with Ear 2 Ear Enterprises DBA Red Hugh's Irish Pub located at #2 8th St. There will be Sunday Sales. District 1. Super District 9. Attachments 6. Motion to approve Georgia State Department of Transportation Contract (Grant) for Stage II - Terminal Area Improvements. Attachments 7. Motion to approve Federal Airport Improvement Grant. Attachments 8. Discussion: A request by Emily B. Makuch for a Therapeutic Massage license to be used in connection with Jon Ric Salon located at 229 Fury's Ferry Rd. District 7. Super District 10. Attachments 9. Motion to approve a Resolution to authorize a grant application to be filed with the United States Tennis Association (USTA) in partnership with the National Recreation and Park Association (NRPA) for funding assitance for the construction of a tennis complex at Diamond Lakes Regional Park. Attachments ADMINISTRATIVE SERVICES 10. Approve the deferred retirement of Ms. Nancy Dickerson under the 1977 Pension Plan. Attachments PUBLIC SAFETY 11. Motion to award Bid Item #06-115, Multi-Purpose Rescue Boat to Nautica International Inc. Attachments 12. Review the Information Technology 2005 Annual Report Attachments FINANCE 13. Consider a request from Concord Management Limited regarding a refund of the late payment penalty for 2005 taxes on the property of Stonegate Club Partners, Ltd. (Map 40, Parcel 47.06). Attachments 14. Motion to approve the 2007 Budget Calendar. Attachments 15. Approve the replacement of 4 Marshal’s Department sedans for $24,1512.00 each from Bobby Jones Ford of Augusta, Georgia (Lowest bid offer on bid 05-159). Attachments 16. Consider a request from Miracle Making Ministries, Inc. for city sponsorship through the purchase of tickets for the Mayor's Prayer Breakfast on May 4, 2006. Attachments 17. Discuss the process for the selection of the Underwriters for the $44M SPLOST V Bond Issue. (Requested by Commissioner Betty Beard) Attachments ENGINEERING SERVICES 18. Approve funds in the amount of $22,610 to WR Toole for engineering services for Belair Hills Subdivision Water System Improvements. Attachments 19. Approval is requested to authorize condemnation of a portion of Property #139-0-301-00-0 2827 Harwood Street, which is owned by Wilbert Rainey and Ann L. Rainey for 1,640 Sq. Feet for a Permanent Easement and 1,639 Sq. Ft. of Temporary Easement. AUD Project: Horsepen Sanitary Sewer, Phase 2A. Attachments 20. Approve Deductive CO #2 in the amount of $97,174.00 for final quantity adjustments to the Samplers for Industrial Customers Project. Attachments 21. Approve Deductive CO #2 in the amount of $594,622.75 to make final quantity adjustments to the 60105 Butler Creek Interceptor Upgrade Project. Attachments 22. Approve award to Blair Construction for the installation of the Raborn Road Waterline under the daily rate for equipment and personnel. Attachments ATTORNEY 23. Motion to approve Option for Acquisition of Easement to BellSouth. Attachments OTHER BUSINESS Upcoming Meetings www.augustaga.gov 24. Appoint Interim 4th District Commissioner. Attachments 25. Consider/Adopt Formal Resolutions to authorize Interest Rate Swap with Deutsche Bank, AG. 2005. Attachments 26. Discuss/approve lighting plan for Barrett Plaza. (Requested by Commissioner Marion Williams) Attachments 27. Discuss the duties and responsibilities of the Marshal's Department as it relates to ARC Code Enforcement. (Requested by Mayor Pro Tem Marion Williams) Attachments 28. Resolution Calling Special Election for filling Vacancy in 4th District Commission Seat Attachments 29. Motion to approve Resolution in support of expansion of Augusta 2-Way Free Calling Zone and any study required by law which must be undertaken prior to said expension. (Requested by Commissioner Jerry Brigham) Attachments LEGAL MEETING A. Pending and Potential Litigation. B. Real Estate. C. Personnel. 30. Motion to approve authorization for the mayor to execute affidavit of compliance with Georgia's Open Meeting Act. Commission Meeting Agenda 5/2/2006 2:00 PM Invocation 5/2/06 Department: Caption:Reverend Joey Thompson, Pastor, Crawford Avenue Baptist Church Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM Alcohol License Application Department:License & Inspection Caption:New Application: A. N. 06 - 23: A request by Abdullah S. El Khalifa for an on-premise consumption Beer & Wine license to be used in connection with Crazy Leggs Corner Pocket located at 2450 D Windsor Spring Rd. District 6. Super District 10. Background:This is a new application. Analysis:The applicant has met all the requirements of the Augusta- Richmond County Alcohol Ordinance. Financial Impact:The applicant will pay a fee of $1100.00. Alternatives: Recommendation:License & Inspection recommends approval. The RCSD recommends approval. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM Alcohol License Application Department:License & Inspections Caption:New Application: A. N. 06 - 24: A request by Judith Taylor for an on-premise consumption Liquor, Beer & Wine license to be used in connection with Ear 2 Ear Enterprises DBA Red Hugh's Irish Pub located at #2 8th St. There will be Sunday Sales. District 1. Super District 9. Background:This a new application. There has been a license at this location in the past. This is the old King George Pub location. Analysis:The applicant has met all the requirements of the Augusta- Richmond County Alcohol Ordinance. Financial Impact:The applicant will pay a fee of $4950.00 Alternatives: Recommendation:License & Inspection recommends approval. The RCSD recommends approval. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM DOT Grant Department:Augusta Regional Airport Caption:Motion to approve Georgia State Department of Transportation Contract (Grant) for Stage II - Terminal Area Improvements. Background:The GDOT participates in federal grants at either/both 2.5% or 5%. Analysis:The GDOT has participated in the funding of this project since the project started. Financial Impact:The GDOT contract is in the amount of $104,661.00. This contract supplements the FAA Airport Improvement Program grants. Alternatives:Reject request. Recommendation:Accept request. Funds are Available in the Following Accounts: N/A REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM FAA Grant Department:Augusta Regional Airport Caption:Motion to approve Federal Airport Improvement Grant. Background:Grant monies from the FAA have been used to help finance the New Terminal Project and Safety Overrun site improvements. We are asking for approval to accept the tentative descretionary allocation and entitlement portions of the Federal Airport Improvement Grant. The final award letter is typically received in August, which leaves insufficient time for the full appvoal process. Analysis:We have received a notice of the grant with the approval to go forward with the project. Financial Impact:Discretionary Funding $2,543,898 Entititlement Funding $1,642,545 Total Airport Improvement Grant funding - $4,186,443.00. The funds for the 2.5% Airport match for the terminal portion is provided by bond financed construction funds and the local share, for the Safety Overrun Improvement in the amount of $11,842, will be provided by Airport General Revenue. Alternatives:Deny request. Recommendation:Approve request. Funds are Available in the Following Accounts: N/A REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM Massage Application Department:License & Inspections Caption:Discussion: A request by Emily B. Makuch for a Therapeutic Massage license to be used in connection with Jon Ric Salon located at 229 Fury's Ferry Rd. District 7. Super District 10. Background:This is a new application. Analysis:The applicant has met all the requirements of the Augusta- Richmond County Ordinance regulating Massage Therapy. Financial Impact:The applicant will pay a fee of $175.00. Alternatives: Recommendation:License & Inspection recommends approval. The RCSD recommends approval. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM United States Tennis Association Grant Application Department:Tom F. Beck, Director of Recreation and Parks Department Caption:Motion to approve a Resolution to authorize a grant application to be filed with the United States Tennis Association (USTA) in partnership with the National Recreation and Park Association(NRPA) for funding assitance for the construction of a tennis complex at Diamond Lakes Regional Park. Background:The USTA Adopt-A-Court program was initiated in 1999 to finacilly assist in the development of tennis facilities in the United States. Analysis:Based upon the need and a master plan for development of Diamond Lakes Regional Park, the City of Augusta is seeking finacial assitance in the construction of a new tennis complex at this regional park facility. Financial Impact:The USTA public facility grant for new construction allows for funding up to $200,000 or 20% of the total project budget for any new construction of public tennis facilities of four courts or more. There is no specific match for this grant. Funding for the construction of this complex will come from SPLOST Phase V dollars approved by the Augusta Commission. Alternatives:1. To Approve 2. Move No Action Recommendation:#1. To Approve Funds are Available in the Following Accounts: SPLOST Phase V Diamond lakes Regional Park - $800,000 REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM Petition for Deferred Retirement of Ms. Nancy Dickerson Department:Human Resources Caption:Approve the deferred retirement of Ms. Nancy Dickerson under the 1977 Pension Plan. Background:Normal retirement under the 1977 Pension Plan is the first day of the month following his/her 65th birthday or attaining 62 yrs. of age and completing 25 years of credited service. The monthly benefit is 1% of the participants average earnings multiplied by his/ her years of credited service. The 1977 Pension Plan allows you to retire as early as age 50 after completing 15 years of service. The early retirement benefit is 5/12% for each month by which the retirement date of the participant precedes his normal retirement date. Employees may choose to take a Delayed Retirement; the monthly benefit amount is computed in the same manner as Normal Retirement Benefit but based on average earnings and credited service as of actual retirement date. Analysis:Ms. Nancy Dickerson (age 63) is currently a Senior Property Appraiser II with the Tax Assessor’s Office. Ms. Dickerson was hired on June 11, 1973; she joined the 77 Pension Plan on December 20, 1996. Ms. Dickerson meets the requirements for a delayed retirement under the 1977 Plan. Her proposed benefit commencement date is November 1, 2007. The retirement benefit payable to Ms. Dickerson is $323.00 per month (100% Joint and Survivor). Financial Impact:Funds are available in the 1977 Pension Plan. Employee has contributed 4% of his salary towards her retirement since December 20, 1996. Alternatives:Do not approve the Deferred retirement of Ms. Dickerson under the 1977 Pension Plan. Recommendation:Approve the Deferred retirement of Ms. Dickerson under the 1977 Pension Plan. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM Awarding of Bid Item #06-115 Rescue Boat Department:Fire Department, Howard Willis, Chief Caption:Motion to award Bid Item #06-115, Multi-Purpose Rescue Boat to Nautica International Inc. Background:The Augusta Fire Department and Procurement Department have completed the bid process for obtaining quotes for the purchase of a multi-purpose rescue boat for our water rescue team in accordabce with City policy. This need was brought about for compliance with state and federal regulations concerning the operation of water craft and water safety. Analysis:After completion of the bid process, Nautica International Inc. submitted the only bid for this item. They have met all specifications without taking any exceptions. Financial Impact:Nautica International Inc.'s bid of $83,963.32 is within the funding allocated for the purchase of this item. Alternatives:None recommended at this time. Recommendation:Our recommendation is to award Bid Item #06-115 to Nautica International Inc. as the best and only bid received. Funds are Available in the Following Accounts: 2740341105422910 REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Vendor Total Bid Brand Ribcraft USAm LLC 30 Doaks Lane @ Little Harbor P. O. Box 463 Marblehead, MA 01945 Nautica International Inc. 1500 Southwest 66th Avenue Pembroke Pines, FL 33023 $83,963.32 Nautica Brunswick Commercial & Gov't 420 Megan Z Avenue Edgewater, FL 32132 Zodiac of North America 540 Thompson Road Stevensville, MD 21666 AMH Government Services 929 Oetter Dr. S. Daytona, FL 32119 Mission Marine Ltd. 1414 First St. Sandusky, OH 44870 McKee Craft Boats 404 Sandy St. Fairmont, NC 28340 Bid Item #06-115 Multi-Purpose Rescue Boat Augusta Fire Department Bid Due: Thursday, March 23, 2006 @ 3:00 p.m. March 28, 2006 To: Phyllis Mills Re: Recommendation for award of Bid Item #06-115, Multi-Purpose Rescue Boat Dear Phyllis, Our personnel have reviewed the bid package submitted by Nautica International and have found their proposal meets all of the specified components without taking any exceptions. Their proposed cost is within the range of the proposed funding for this item. Therefore, after conferring with Chief Willis, we recommend awarding this item to Nautica International as the best and only bid received. Respectfully, Michael Rogers, Deputy Chief CC: Howard Willis, Geri Sams Commission Meeting Agenda 5/2/2006 2:00 PM Information Technology 2005 Annual Report Department:Information Technology Caption:Review the Information Technology 2005 Annual Report Background:The Information Technology Department provides the Information Technology Annual Report to all department heads and elected officials each year. This report details some of the accomplishments and tasks completed by Information Technology the previous year, that affects each of the respective departments as well as the overall organization. Analysis:The Information Technology Annual Report provides comparative data as a means to measure the overall performance of Information Technology as it strives to provide the technical tools necessary to improve efficiency throughout the organization. The report also documents the services Information Technology provides to the organization as one of the support agencies. Financial Impact:N/A Alternatives:N/A Recommendation:Accept the Information Technology 2005 Annual Report as information. Funds are Available in the Following Accounts: N/A REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Information Technology 530 Greene Street, Annex 101 Augusta, GA 30911 (706) 821-2522 – FAX (706) 821-2530 www.AugustaGa.gov To: Fred Russell, Administrator Department Heads and Elected Officials From: Tameka Allen, Director, Information Technology Date: April 12, 2006 RE: Information Technology 2005 Annual Report The Information Technology Department (IT) is continuously working to provide our users with quality technological services and support. Following are a few of the IT highlights for the previous year of 2005: IT Customer Satisfaction annual survey demonstrated a 94% approval rating. Conducted Annual User Group Meetings to better meet the needs of the users (Web, Telecommunications, GIS and Radio) Completed the conversion to BellSouth as our telephony provider. Completed the development of the Information Technology Standard Operating Procedures Manual. Implemented the Electronic Document Management System in additional departments, to include Landfill, Human Resources and Magnolia Cemetery. Implemented MuniAgenda Agenda Management System throughout the organization. Implemented Laserfiche WebLink to allow online access to Augusta’s official documents. Implemented the web-based version of IFAS 7i. Implemented Animal Services Software (Chameleon). Designed and developed the Intern Management System for Human Resources. Designed and developed the iTracker Application to manage inventory. Designed, developed and implemented the DBE System. Developed web application for Sex Offender Database. Implemented the Prosecutors Dialog Case Management System. Implemented New World Accident Interface System. Implemented RSI Emergency Reporting Fire Incident Records Software in all Fire Stations. The IT Help Desk received 6779 support calls. INFORMATION TECHNOLOGY Tameka Allen Director Michael F. Blanchard Gary Hewett Assistant Director Assistant Director Information Technology 530 Greene Street, Annex 101 Augusta, GA 30911 (706) 821-2522 – FAX (706) 821-2530 www.AugustaGa.gov LAN completed 3737 Track-It Work Orders. Performed upgrades to numerous applications and databases. Completed manual inventory of all city technology equipment. Trained 758 users for a total of 6856 hours in Office Automation and VoIP. Implemented 161 telecommunications service upgrades. Processed 1409 web updates and the web server uptime percentage measured at 99.94%. Installed and setup HP9000 Servers and migrated applicable users Installed T1 and wireless connectivity at Augusta Regional Airport Hangar for Katrina relief effort. Implemented VLAN setups for all city locations. Blocked 506,185 spam emails and 116,004 virus emails. Installed a VPN Concentrator to improve remote access. Deployed 54 new Mobile Data Terminals (MDT’s) for the Sheriff’s Office. Established GIS Charter to enhance GIS-related cooperation of city departments. Established network connectivity for the Max Hicks-Water Treatment Plant. Replaced obsolete equipment. Converted a number of offices to the Voice over Internet Protocol (VoIP) telephone system to include the Mayor’s Office, Clerk of Commission, Clerk of Superior Court, Human Resources, Procurement and License & Inspections. More detailed IT activities by department are on the following pages: Augusta IT 2005 Annual Report 1 ADMINISTRATION º Trained 1 user in Maps Online. º Completed 63 Work Orders. º Performed 14 Telecom service upgrades. º Completed total conversion to BellSouth. º Created SPLOST web site. ANIMAL SERVICES º Trained 13 users in Office Automation. º Trained 1 users in MuniAgenda software. º Trained 16 users in Cameleon software. º Installed and configured 1 Animal Services server. º Completed 39 Work Orders. º Performed 4 Telecom service upgrades. º Completed total conversion to BellSouth. º Developed Web Application to display search results and pictures from Chameleon Animal Services data. º Upgraded Animal Services Adoption Application to include email function. º Implemented Animal Services Software (Chameleon). º Implemented the use of Digital Cameras to photograph all animals. º Developed a plan to implement Wireless Connectivity for the Chameleon Software Application. º Customized existing reports within the Chameleon Software Application. º Created new reports for the Chameleon Software Application. º Provide ongoing support for the Chameleon Application. º Trained and support the use of the on-line Security Request Application. º Converted all existing animal data into the new Chameleon Application. AUGUSTA CANAL AUTHORITY º Supplied maps and data for Canal Authority brochure. AUGUSTA CARES º Completed total conversion to BellSouth. º Customized Augusta Cares Service Request Web Application to match site design. º Implemented web request system to allow the public to enter work requests from www.augustaga.gov to feed into GBA. º Generated reports from GBA data. º Implemented Service Pack 7 for GBA version 6.7. AUGUSTA LIBRARY º Trained 13 users in Office Automation. º Trained 2 users in Maps Online. º Completed 5 Work Orders. º Completed total conversion to BellSouth. º Performed 3 Telecom service upgrades. º Coordinated the IT needs for the Construction and move-in at Diamond Lakes. º Modified several Encumbrance Application Reports. º Installed an upgrade for the Encumbrance Application. º Provided the ability to delete by Budget Year and Fund Group from the Encumbrance Application. AUGUSTA REGIONAL AIRPORT º Completed 143 Work Orders. º Performed 46 Telecom service upgrades. º Completed totally conversion to BellSouth. º Performed multiple upgrades to FBO Manager. º Performed multiple upgrades to AvFuel. Augusta IT 2005 Annual Report 2 º Upgraded Flight Explorer Professional to version 5.0b and then 5.0c. º Generated reports from IFAS data. º Generated reports from FBO Manager data. º Implemented the network version of ManagerPlus 5.05.102 to track and enter work orders. BOARD OF ELECTIONS º Trained 1 users in MuniAgenda software. º Completed 32 Work Orders. º Performed 6 Telecom service upgrades. º Completed total conversion to BellSouth. º Supplied maps and support for elections. º Printed numerous maps for Commission, Precincts, and Congressional Districts. º Designed and Developed the iTracker Application to manage inventory. º Created Reports for the iTracker Application. º Designed, Developed and Implemented the Military Voter Application System. º Created Reports for the Military Voter Application System. CEMETERY - MAGNOLIA º Completed 17 Work Orders. º Performed 12 Telecom service upgrades. º Completed total conversion to BellSouth. º Conducted GPS training in Magnolia Cemetery and collected over 3000 grave sites. º Implemented EDMS Application for Magnolia Cemetery record-keeping. CEMETERY- WESTVIEW º Completed total conversion to BellSouth. CIVIL & MAGISTRATE COURT º Trained 3 users in Office Automation. º Trained 1 users in MuniAgenda software. º Completed 39 Work Orders. º Performed 2 Telecom service upgrades. º Completed total conversion to BellSouth. CIVIL & MAGISTRATE COURT - WARRANTS º Completed 23 Work Orders. º Completed 11 modifications to the Pre-Warrant Hearing System. CIVIL & MAGISTRATE COURT- JUDGE º Completed 12 Work Orders. º Completed total conversion to BellSouth. CLERK OF COMMISSION º Completed 36 Work Orders. º Performed 5 Telecom service updates. º Completed total conversion to BellSouth. º Upgraded to VoIP. º Provided numerous maps for study areas for the Commission. º Implemented MuniAgenda Agenda Management System. º Implemented Laserfiche WebLink to allow departments and citizens to have online access to Augusta's official documents held at the Clerk of Commission. º Developed and installed the MuniAgenda Extended Functions application to facilitate agenda management. Augusta IT 2005 Annual Report 3 CLERK OF COURT º Trained 25 users in Office Automation. º Trained 39 users in VoIP. º Trained 3 users in Maps Online. º Completed total conversion to BellSouth. º Performed 26 Telecom service upgrades. º Upgraded to VoIP. º Completed 152 Work Orders. º Implemented Web Public Enhancements. º Updated the COTT Application. º Implemented the FiFa Interface from the Tax Commissioner's Office to Clerk of Court. º Imported Images from 98 Microfilm Reels into the CDIMS Application (1996-1998). º Provide ongoing support for the CDIMS Application. º Conducted monthly Status Meetings to stay on top of all IT needs. º Trained and support the use of the on-line Security Request Application. º Performed a Software Cost Analysis to compare current software vendor to others within Georgia. º Added new search capabilities to the COTT Application. º Provide ongoing support for the COTT Application. CLERK OF STATE COURT - LEC º Completed 57 Work Orders. º Completed total conversion to BellSouth. º Performed 1 Telecom service upgrade. º Upgraded to VoIP. CORONER`S OFFICE º Completed 14 Work Orders. º Performed 9 Telecom service upgrades. º Completed total conversion to BellSouth. º Completed 21 modifications to the Coroner Case Management System. COUNTY ATTORNEY º Trained 2 users in MuniAgenda software. º Completed 13 Work Orders. º Completed total conversion to BellSouth. º Performed 1 Telecom service upgrade. DANIEL FIELD AIRPORT-OPERATION º Completed total conversion to BellSouth. DISADVANTAGED BUSINESS ENTERPRISE º Completed total conversion to BellSouth. º Customized Disadvantaged Business Web Application to match site design. º Created web site for Disadvantaged Business Department. º Designed, Developed and Implemented the DBE Software Application. º Incorporated Document Imaging as part of the DBE Application. º Created Custom Reports for the DBE Application. º Provide ongoing support for the DBE Application. DISTRICT ATTORNEY º Installed and configured 1 District Attorney server. º Completed 189 Work Orders. º Performed 29 Telecom service upgrades. º Completed total conversion to BellSouth. Augusta IT 2005 Annual Report 4 º Fully implemented Prosecutors Dialog Case Management System. º Developed Prosecutors Dialog Inquiry Web Page. º Migrated files and applications to new server. DISTRICT ATTORNEY VICTIM`S ASSISTANCE º Completed 14 Work Orders. º Completed total conversion to BellSouth. E911 DISPATCH º Trained 1 user in MuniAgenda software. º Installed and configured 1 E911 server. º Completed 146 Work Orders. º Performed 12 service upgrades. º Completed total conversion to BellSouth. º Supplied road center lines and address ranges for New World to support CAD for E911. º Migrated several applications from various E911 servers to the new centralized E911 Server. EMERGENCY MANAGEMENT AGENCY º Trained 10 users in Office Automation. º Trained 1 user in MuniAgenda software. º Completed 15 Work Orders. º Completed total conversion to BellSouth. º Created EMA preparedness guide. º Supplied maps and Flood Inundation maps for EMA . ENGINEERING º Trained 38 users in Office Automation. º Trained 2 users in Maps Online. º Trained 19 users in MuniAgenda software. º Trained 11 users in VoIP. º Completed 124 Work Orders. º Performed 25 Telecom service upgrades. º Completed total conversion to BellSouth. º Resolved reporting issues found in the "County Engineering" Access database. º Created EDMS Application for Engineering to use for their record-keeping needs. ENGINEERING - MARVIN GRIFFIN º Completed 66 Work Orders. º Performed 11 Telecom service upgrades. º Completed total conversion to BellSouth. º Upgraded to VoIP. º Upgraded FlexiSign to version 7.0 for the Sign Shop. ENGINEERING - PRE-CONSTRUCTION º Completed 27 Work Orders. º Completed total conversion to BellSouth. º Performed 4 Telecom service upgrades. ENGINEERING - STREET LIGHTING º Completed 1 Work Order. º Completed total conversion to BellSouth. º Performed 2 Telecom service upgrades. Augusta IT 2005 Annual Report 5 ENGINEERING - TRAFFIC ENGINEERING º Completed 46 Work Orders. º Completed total conversion to BellSouth. º Performed 16 Telecom service upgrades. º Implemented New World Accident Interface System. º Made enhancements to the Accident Database. º Upgraded TOPS software to version 3.6 and then to 3.7. º Implemented Z-Link software to enable 'in-the-field' downloads of traffic counter information to PDA. EQUAL OPPORTUNITY EMPLOYMENT º Completed 26 Work Orders. º Completed total conversion to BellSouth. º Performed 2 Telecom service upgrades. º Completed total conversion to BellSouth. EXTENSION SERVICES º Trained 6 users in Office Automation. º Completed 17 Work Orders. º Completed total conversion to BellSouth. º Performed 1 Telecom service upgrade. FINANCE ACCOUNTING º Trained 2 users in MuniAgenda software. º Trained 1 user in Office Automation. º Completed 39 Work Orders. º Performed 1 Telecom service upgrade. º Completed total conversion to BellSouth. FINANCE DEPARTMENT º Trained 10 users in Office Automation. º Trained 1 user in IFAS software. º Trained 12 users in MuniAgenda software. º Completed 119 Work Orders. º Performed 28 Telecom service upgrades. º Completed total conversion to BellSouth. º Turned over all direct deposit processing with Bank of America to Finance Department. º Turned over all bank reconciliation processing with Bank of America to Finance Department. º Rolled 2004 Job Ledger balances into 2005. º Generated reports from IFAS data. º Upgraded IFAS to version 7.5.1. º Created EDMS Application for Payroll for their record-keeping needs. FIRE DEPARTMENT ADMINISTRATION º Trained 49 users in Office Automation. º Trained 3 users in MuniAgenda software. º Installed and configured 2 Fire Department servers. º Managed Comcast installation of 18 cable modems and wiring for VPN access to city network. º Completed 138 Work Orders. º Performed 74 Telecom service upgrades. º Completed total conversion to BellSouth. º Worked with Fire Department to help with collection of fire hydrants and maps of new fire stations and new fire districts. º Developed test version of RSI-CAD Interface. º Implemented EDMS Application for scanning fire reports. Augusta IT 2005 Annual Report 6 º Implemented RSI Emergency Reporting Fire Incident Records Software at Fire Admin and all fire stations. FIRE PREVENTION º Completed total conversion to BellSouth. FIRE STATION #1 º Completed 19 Work Orders. º Completed total conversion to BellSouth. FIRE STATION #2 º Completed 15 Work Orders. º Completed total conversion to BellSouth. FIRE STATION #3 º Completed 62 Work Orders. º Completed total conversion to BellSouth. FIRE STATION #4 º Completed 13 Work Orders. º Completed total conversion to BellSouth. FIRE STATION #5 º Completed 5 Work Orders. º Completed total conversion to BellSouth. FIRE STATION #6 º Completed 30 Work Orders. º Completed total conversion to BellSouth. FIRE STATION #7 º Completed 20 Work Orders. º Completed total conversion to BellSouth. FIRE STATION #8 º Complete 49 Work Orders. º Completed total conversion to BellSouth. FIRE STATION #9 º Completed 31 Work Orders. º Completed total conversion to BellSouth. FIRE STATION #10 º Completed 14 Work Orders. º Completed total conversion to BellSouth. FIRE STATION #11 º Completed 18 Work Orders. º Completed total conversion to BellSouth. FIRE STATION #12 º Completed 18 Work Orders. º Completed total conversion to BellSouth. Augusta IT 2005 Annual Report 7 FIRE STATION #13 º Completed 7 Work Orders. º Completed total conversion to BellSouth. FIRE STATION #14 º Completed 5 Work Orders. º Completed total conversion to BellSouth. FIRE STATION #15 º Completed 32 Work Orders. º Relocated Station 15. º Completed total conversion to BellSouth. º Upgraded telecommunications system to Nortel ICS/KSU. FIRE STATION #16 º Completed 20 Work Orders. º Completed total conversion to BellSouth. FIRE STATION #17 º Completed 17 Work Orders. º Completed total conversion to BellSouth. FIRE STATION #18 º Completed 18 Work Orders. º Completed total conversion to BellSouth. FIRE STATION #19 º Completed 10 Work Orders. º Completed total conversion to BellSouth. FIRE TRAINING º Completed total conversion to BellSouth. FLEET - MANAGEMENT º Trained 7 users in Office Automation. º Trained 1 user in MuniAgenda software. º Completed 5 Work Orders. º Completed total conversion to BellSouth. º Performed 2 Telecom service upgrades. º Upgraded Faster CS to version 5.58.164 Service Pack C. FLEET MAINTENANCE - LUMPKIN ROAD º Trained 4 users in Office Automation. º Complete 9 Work Orders. º Completed total conversion to BellSouth. FLEET MAINTENANCE - TOBACCO RD. º Complete 11 Work Orders. º Completed total conversion to BellSouth. FLEET OPERATIONS & MAINTENANCE º Trained 11 users in Office Automation. º Completed 68 Work Orders. º Completed total conversion to BellSouth. Augusta IT 2005 Annual Report 8 º Performed 16 Telecom service upgrades. FORESTRY º Trained 2 users in Office Automation. º Completed 5 Work Orders. º Completed total conversion to BellSouth. º Supplied aerial photos and maps for forestry service. HOUSING & ECONOMIC DEVELOPMENT º Trained 14 users in Office Automation. º Trained 6 users in MuniAgenda software. º Completed 164 Work Orders. º Performed 14 Telecom service upgrades. º Completed total conversion to BellSouth. º Trained personnel in the use of GIS and GPS. º Printed numerous maps for HND to show houses for demolition. º Managed the ELF changes. HUMAN RELATIONS COMMISSION º Trained 5 users in VoIP. º Trained 1 user in Office Automation. º Converted office network connectivity from T1 to fiber. º Completed 41 Work Orders. º Performed 7 Telecom service upgrades. º Completed total conversion to BellSouth. º Upgraded to VoIP. HUMAN RESOURCES º Trained 5 users in Office Automation. º Trained 6 users in VoIP. º Trained 2 users in MuniAgenda software. º Trained 3 users in IFAS software. º Completed 111 Work Orders. º Performed 18 Telecom service upgrades. º Completed total conversion to BellSouth. º Upgraded to VoIP. º Updated benefit information to switch health insurance companies effective 3/1/2005. º Updated benefit information for library employees effective 6/1/2005 and 12/9/2005. º Updated basic life insurance rates effective 12/31/2005. º Generated reports from IFAS data. º Supported the addition of Power South to the list of gyms available for employees. º Upgraded IFAS to version 7.5.1. º Implemented the web-based version of IFAS, 7i. º Supported the pay increases for the Augusta Regional Airport, Sheriff's Office, Fire Department, and County-Wide increase. º Created an EDMS Application for HR to use for their record-keeping needs. º Designed and Developed the Intern Management Application. INDIGENT DEFENSE OFFICE º Performed 3 Telecom service upgrades. º Completed total conversion to BellSouth. Augusta IT 2005 Annual Report 9 INFORMATION TECHNOLOGY º Trained 11 users in Office Automation. º Trained 11 users in MuniAgenda software. º Completed 37 Training-Related Work Orders. º Trained 758 total users for 6856 training hours. º LAN completed 3737 Track-It work orders. º Entered and received 389 IFAS purchase orders. º Completed 370 IntelliSystems hardware contract generated work orders. º Installed and configured 3 IFAS servers. º Installed and configured 3 Agenda servers. º Installed and configured 1 GBA server. º Installed and configured 1 IT Test Web server. º Completed manual inventory of all city departments computers, printers and peripherals. º 55 computers & monitors sold through lottery. º Setup T1 and wireless connectivity at Airport Hangar for Katrina relief effort. º Symantec Antivirus for Exchange scanned more that 170,000,000 messages and files. º Symantec Antivirus for Exchange blocked over 1700 violations. º Installed 20 printers as part of IT replacement plan. º Installed wireless router and Comcast cable modem in Commission Chambers. º Completed 92 Work Orders. º Performed 161 Telecom service upgrades. º Completed total conversion to BellSouth. º Completed White Pages Project. º Completed ATOMS inventory. º Installed Cisco Works Server. º Developed Web Application to display calendar of events for recreation, city, and government. º Customized GIS Maps Online Web Application to match site design. º Upgraded web site search application to enhance functionality and include new site search categories. º Performed security updates on Web Applications. º Created "Economic Development" for business section of web site. º Created "Brownfields Commission" for business section of web site. º Created "Development Authority" for business section of web site. º Created "Area Attractions & Information" for visitor section of web site. º Created "History of Augusta" for visitor section of web site. º Created "Augusta Facts" for visitor section of web site. º Created "Moving to the Area Guide" for visitor section of web site. º Created RSS news feed for city news. º Created RSS news feed pages for IT department. º Implemented site wide meta keywords and content rating for sites. º Implemented new department photos. º Installed and configured new test web server. º Moved web site to new server in DMZ. º Web server uptime percentage for 2005 was 99.94% (8754.75 hours). º Processed 1409 web updates requests. º Blocked 506,185 spam emails. º Blocked 116,004 virus emails. º Installed a VPN Concentrator to provide better remote access for users with broadband access. º Setup 18 firestations to connect to our network using LAN to LAN VPNs. º Improved physical security in IT by having electronic locks installed on all doors in IT. º Installed new HP9000 Financial Server and migrated Users. º Installed new HP9000 Oracle Database server and migrated users. º Installed new HP9000 Test and Development server (Oracle and Financial). Migrated Applications and setup for users. º Ordered and deployed 54 new MDT units for the Sheriffs Department. Augusta IT 2005 Annual Report 10 º Completed entire radio inventory and entered it into ATOMS. º Coordinated the construction & installation of communication equipment in new fire stations for the County. º Designed a new communication system for Augusta Regional Airport. º Worked with the Sheriffs Department to identify obsolete equipment and ordered replacement radios. º Implemented multiple enhancements to GIS Maps On-Line. º Added tax and delinquent tax information to GIS maps Online. º Supplied Critical Facilities Data to FEMA. º Updated Master Address Database with Polk City Directory. º Supplied USGS with set of aerial TIFF of Richmond County. º Relocated GIS group to Planning & Zoning's 3rd floor. º Established GIS Charter to enhance GIS-related cooperation of city departments. º Developed ATOMS Order Module. º Developed ATOMS Project Module. º Developed ATOMS Roster Module. º Implemented Full-Text Indexing for document-imaging applications. º Generated reports from IFAS data. JURY CLERK º Trained 1 user in MuniAgenda. º Completed 17 Work Orders. º Completed total conversion to BellSouth. º Performed 6 Telecom service upgrades. º Performed Annual Box Balancing Process on Jury Management System. º Performed Juror Questionnaire mailout process. º Completed 9 modifications to Jury Management System. JUVENILE COURT º Trained 2 users in Office Automation. º Trained 1 user in MuniAgenda software. º Completed 34 Work Orders. º Completed total conversion to BellSouth. º Performed 8 Telecom service upgrades. LAW DEPARTMENT º Completed 28 Work Orders. º Performed 2 Telecom service upgrades. º Completed total conversion to BellSouth. º Printed numerous maps for court cases. LAW LIBRARY º Completed 4 Work Orders. º Completed total conversion to BellSouth. º Performed 1 Telecom service upgrade. LICENSE & INSPECTION º Trained 8 users in Office Automation. º Trained 38 users in VoIP. º Trained 3 users in MuniAgenda software. º Trained 18 users in Maps Online. º Completed 186 Work Orders. º Completed total conversion to BellSouth. º Performed 33 Telecom service upgrades. º Upgraded to VoIP. º Customized License & Inspection status Web Application to match site design. Augusta IT 2005 Annual Report 11 º Supplied numerous maps to show areas of inspection and inspectors for that area. º Generated reports from IFAS data. º Provided support for the Urgent Reminder Process. º Provided support for the Business License Renewals. º Provided support for the Alcohol License Renewals. º Implemented the Notification for Outstanding Property Taxes in the Business License Renewal Process. º Assisted in selecting a Vendor to replace all License & Inspection Software. º Defined the Business Processes for the Code Enforcement Division. º Defined the Business Processes for the Business License Division. º Defined the Business Processes for the Building Permits Division. º Defined the Business Processes for the Excise Tax Division. º Negotiated a Contract for the License & Inspection Software and Technology Project. º Conducted monthly Status Meetings to stay on top of all IT needs. º Trained and support the use of the on-line Security Request Application. º Developed and Implemented a Payment Module within the Code Enforcement Application. º Created multiple Reports for the License & Inspection Department. º Converted Map & Parcel to the proper format within the Code Enforcement application. º Provide ongoing support for the Code Enforcement Application. º Provided data to software Hansen for Conversion review. º Created Performance Measurements Reports. º Provide ongoing support for the iaLicense Application. º Provide ongoing support for the iaPermits Application. MAIN STREET AUGUSTA º Supplied maps for various consultants. MARSHAL SUBSTATION º Completed 30 Work Orders. º Completed total conversion to BellSouth. º Performed 6 Telecom service upgrades. MARSHAL`S DEPARTMENT º Trained 2 users in Office Automation. º Trained 1 user in MuniAgenda software. º Completed 31 Work Orders. º Completed total conversion to BellSouth. º Performed 9 Telecom service upgrades. º Upgraded and developed new Marshal's Department Litter & Complaint Web Application. º Upgraded and developed new Marshal's Department Service Request Application. º Updated maps and provided layers for Marshal beats on maps Online. º Implemented re-design of County Personnel Security Badges. MAYOR º Trained 2 users in Office Automation. º Trained 3 users in VoIP. º Trained 1 user in MuniAgenda software. º Completed 37 Work Orders. º Completed total conversion to BellSouth. º Performed 5 Telecom service upgrades. º Upgraded to VoIP. º Supplied numerous maps for consulting firms working for the Mayor's office. NATURAL RESOURCE CONSERVATION SERVICES Augusta IT 2005 Annual Report 12 º Trained 1 user in Maps Online. º Completed 1 Work Order. º Supplied soil layer, maps, and GIS technology . º Assisted with the move to the Hatcher Building. NON-COUNTY º Completed 29 Work Orders. º Supplied numerous maps for real estate, finance companies, private citizens and insurance companies. º Provided support for users with questions about the Maps Online application. º Provided maps for FEMA and GEMA showing hazardous facilities in Richmond County. OLD GOVERNMENT HOUSE º Completed 11 Work Orders. º Completed total conversion to BellSouth. º Performed 4 Telecom service upgrades. PAYROLL º Trained 1 user in IFAS software. º Completed 17 Work Orders. º Completed total conversion to BellSouth. º Assisted in the W-2/1099 balancing, processing, and printing. º Created magnetic media for year 2004 W-2s. º Generated reports from IFAS data. º Provided beginning CDD training. º Created process for sending Georgia Department of Labor statistics on a quarterly basis. º Updated the GMEBS program and turned all GMEBS processing over to Payroll. º Upgraded IFAS to version 7.5.1. PENDLETON KING PARK º Completed total conversion to BellSouth. PLANNING & ZONING º Trained 11 users in Office Automation. º Trained 6 users in Maps Online. º Trained 4 users in MuniAgenda software. º Completed 95 Work Orders. º Performed 14 Telecom service upgrades. º Completed total conversion to BellSouth. º Customized Planning and Zoning Project Web Application to match site design. º Set up large format scanner and EDMS program. PRINT SHOP º Trained 1 user in VoIP. º Trained 2 users in Office Automation. º Completed 16 Work Orders. º Completed total conversion to BellSouth. º Performed 5 Telecom service upgrades. PROBATE COURT º Trained 1 user in MuniAgenda software. º Completed 40 Work Orders. º Completed total conversion to BellSouth. º Performed 4 Telecom service upgrades. º Completed 15 modifications to Probate Integrated Docketing System. Augusta IT 2005 Annual Report 13 º Completed 19 modifications to Probate Accounting Module. º Implemented EDMS Application for scanning accounting receipts. PROBATION º Completed 20 Work Orders. PROCUREMENT º Trained 4 users in Office Automation. º Trained 5 users in VoIP. º Trained 3 users in Office Automation. º Completed 112 Work Orders. º Completed total conversion to BellSouth. º Performed 8 Telecom service upgrades. º Upgraded to VoIP. º Generated reports from IFAS data. º Upgraded IFAS to version 7.5.1. PUBLIC DEFENDER º Trained 40 users in Office Automation. º Setup 26 computers, 10 cameras and 3 printers. º Completed 285 Work Orders. º Completed total conversion to BellSouth. º Performed 49 Telecom service upgrades. PUBLIC SERVICES º Completed 17 Work Orders. º Performed 14 Telecom service upgrades. º Completed total conversion to BellSouth. PUBLIC SERVICES - FACILITIES MANAGEMENT º Completed total conversion to BellSouth. º Supplied maps showing Richmond County owned property for maintenance . º Create EDMS Application for Facilities Management record-keeping needs. PUBLIC SERVICES - FACILITIES MANAGEMENT-B&G-JLE º Completed total conversion to BellSouth. º Completed 4 Work Orders. º Generated reports from GBA data. PUBLIC SERVICES - FACILITIES MANAGEMENT-B&G-MUNICI º Completed total conversion to BellSouth. º Performed 1 Telecom service upgrade. PUBLIC SERVICES - FACILITIES MANAGEMENT-B&G-PHINIZ º Completed total conversion to BellSouth. PUBLIC SERVICES - FACILITIES MANAGEMENT-CONSTRUCTI º Completed total conversion to BellSouth. º Performed 3 Telecom service upgrades. PUBLIC SERVICES - MAINTENANCE º Completed 53 Work Orders. º Completed total conversion to BellSouth. º Performed 18 Telecom service upgrades. Augusta IT 2005 Annual Report 14 º Supported the implementation of Preventive Maintenance functionality for GBA. º Converted GBA equipment identification numbers to match Fleet Management's equipment identification numbers. º Generated reports from GBA data. º Implemented EDMS Application for Public Services Maintenance. PUBLIC SERVICES - TREES AND LANDSCAPES º Completed 33 Work Orders. º Completed total conversion to BellSouth. º Performed 8 Telecom service upgrades. º Upgraded Web Application to search graveside database. º Provided maps for Laney-Walker and Sandbar Ferry Rd corridor for possible grant money. º Supported the implementation of Preventive Maintenance functionality for GBA. º Converted Augusta tree inventory to GBA. PUBLIC WORKS º Completed 60 Work Orders. º Performed 5 Telecom service upgrades. º Completed total conversion to BellSouth. º Implemented service pack 7 for GBA version 6.7. RCCI º Trained 1 user in MuniAgenda software. º Completed 86 Work Orders. º Completed total conversion to BellSouth. º Performed 17 Telecom service orders. º Completed total conversion to BellSouth. RECORDS RETENTION º Completed total conversion to BellSouth. RECREATION - ADMINISTRATION º Trained 42 users in Office Automation. º Trained 2 users in VoIP. º Completed 215 Work Orders. º Performed 101 Telecom service upgrades. º Completed total conversion to BellSouth. º Sand Hills - Installed new Nortel ICS/KSU telephone system. º Sand Hills - performed 2 Telecom service upgrades. º Sand Hills - Completed total conversion to BellSouth. º Developed Web Application to display location and information on city parks using Google Maps. º Provided layer for park locations for Maps Online application. º Provided maps and data for Recreation Brochure. º Trained and support the use of the on-line Security Request Application. º Trained and Implemented the Park Master module in GBA. RECREATION - AQUATIC CENTER º Completed 8 Work Orders. º Completed total conversion to BellSouth. º Performed 1 Telecom service upgrade. RECREATION - ATHLETICS º Completed total conversion to BellSouth. Augusta IT 2005 Annual Report 15 RECREATION - AUGUSTA BOXING CLUB º Completed total conversion to BellSouth. RECREATION - AUGUSTA GOLF COURSE º Completed 5 Work Orders. º Completed total conversion to BellSouth. º Performed 1 Telecom service upgrade. RECREATION - BERNIE WARD CERAMIC º Completed total conversion to BellSouth. RECREATION - BERNIE WARD COMMUNITY CENTER º Completed total conversion to BellSouth. RECREATION - BLYTHE PARK º Trained 2 users in Office Automation. º Completed total conversion to BellSouth. RECREATION - DIAMOND LAKES º Trained 2 users in Office Automation. º Installed cabling, network connectivity and computer setup to new community center and library. º Completed 11 Work Orders. º Completed total conversion to BellSouth. º Performed 3 Telecom service upgrades. º Completed new facility communication project and move in. º Installed new Nortel ICS/KSU telephone system. º Coordinated the IT needs for the Construction and move-in at Diamond Lakes. º Installed and provided limited support for the Membership System. RECREATION - EISENHOWER PARK º Completed 2 Work Orders. º Completed total conversion to BellSouth. RECREATION-CHAFFE PARK º Completed total conversion to BellSouth. RECREATION-DOUGHTY PARK º Completed total conversion to BellSouth. RECREATION-DYESS PARK º Completed total conversion to BellSouth. RECREATION-EASTVIEW PARK º Completed total conversion to BellSouth. RECREATION-FLEMING SPORTS COMPLEX º Completed total conversion to BellSouth. RECREATION-FLEMING TENNIS CENTER º Completed total conversion to BellSouth. º Upgraded Infrastructure Wiring. Augusta IT 2005 Annual Report 16 RECREATION-GARRETT COMMUNITY CENTER º Trained 1 user in Office Automation. º Completed 2 Work Orders. º Completed total conversion to BellSouth. RECREATION-H.H. BRIGHAM COMMUNITY CENTER º Completed total conversion to BellSouth. º Installed new Nortel ICS/KSU telephone system. RECREATION-H.H. BRIGHAM SENIOR º Completed 2 Work Orders. RECREATION-HEPHZIBAH/CARROLL CENTER º Completed 1 Workorder. RECREATION-JAMESTOWN COMMUNITY CENTER º Completed total conversion to BellSouth. RECREATION-JULIAN SMITH BBQ PIT º Completed total conversion to BellSouth. RECREATION-JULIAN SMITH CASINO º Completed total conversion to BellSouth. RECREATION-MAINTENANCE SHOP º Completed total conversion to BellSouth. RECREATION-MAY PARK COMMUNITY CENTER º Trained 6 users in Office Automation. º Completed total conversion to BellSouth. RECREATION-MCBEAN PARK º Trained 4 users in Office Automation. º Completed total conversion to BellSouth. RECREATION-MCDUFFIE WOODS PARK º Trained 4 users in Office Automation. RECREATION-MINNICK PARK º Completed total conversion to BellSouth. RECREATION-NEWMAN TENNIS CENTER º Completed 4 Work Orders. º Completed total conversion to BellSouth. º Performed 2 Telecom service upgrades. º Installed new Nortel ICS/KSU telephone system. RECREATION-SANDE HILLS COMMUNITY CENTER º Completed 2 Work Orders. RECREATION-SUE REYNOLDS CENTER º Completed total conversion to BellSouth. Augusta IT 2005 Annual Report 17 RECREATION-THE BOATHOUSE COMMUNITY CENTER º Completed total conversion to BellSouth. RECREATION-WARREN ROAD COMMUNITY CENTER º Trained 6 users in Office Automation. º Completed 3 Work Orders. º Completed total conversion to BellSouth. º Performed 1 Telecom service upgrade. º Completed total conversion to BellSouth. RECREATION-WEST AUGUSTA SOCCER º Completed total conversion to BellSouth. RISK MANAGEMENT º Completed 55 Work Orders. º Completed total conversion to BellSouth. º Performed 5 Telecom service upgrades. º Made enhancements to the Risk Management System. º Generated reports from IFAS data. RIVERWALK SPECIAL EVENTS º Completed 11 Work Orders. º Completed total conversion to BellSouth. º Performed 1 Telecom service upgrade. º Supplied maps of downtown area for numerous events held downtown . SHERIFF`S OFFICE - ADMINISTRATION º Trained 1 user in Maps Online. º Trained 6 users in Office Automation. º Trained 2 users in MuniAgenda software. º Completed 144 Work Orders. º Completed total conversion to BellSouth. º Performed 31 Telecom service upgrades. º Developed Web Application to search sex offenders database. º Supplied maps for stake outs and missing persons . º Migrated all county-wide GCIC users to new interface. º Generated reports from IFAS data. SHERIFF`S OFFICE - BAILIFFS º Completed 3 Work Orders. º Performed 1 Telecom service upgrade. º Completed total conversion to BellSouth. SHERIFF`S OFFICE - BOOKING º Completed 54 Work Orders. º Completed total conversion to BellSouth. SHERIFF`S OFFICE - CID º Trained 1 user in Maps Online. º Completed 259 Work Orders. º Completed total conversion to BellSouth. º Performed 6 Telecom service upgrades. º Implemented first phase of CrimeTrax Offender Tracking System. º Upgraded Data Analysis and Mapping System to new version. Augusta IT 2005 Annual Report 18 SHERIFF`S OFFICE - CIVIL º Completed 35 Work Orders. º Completed total conversion to BellSouth. SHERIFF`S OFFICE - CRIME SCENE º Completed 13 Work Orders. º Completed total conversion to BellSouth. º Performed 1 Telecom service upgrade. SHERIFF`S OFFICE - DANIEL VILLAGE º Trained 2 users in Office Automation. º Completed 45 Work Orders. º Performed 6 Telecom service upgrades. º Completed total conversion to BellSouth. SHERIFF`S OFFICE - DARE º Completed 17 Work Orders. º Performed 1 Telecom service upgrade. º Completed total conversion to BellSouth. SHERIFF`S OFFICE - EVIDENCE º Completed 2 Work Orders. º Completed total conversion to BellSouth. SHERIFF`S OFFICE - INTERNAL AFFAIRS º Completed 16 Work Orders. º Completed total conversion to BellSouth. SHERIFF`S OFFICE - JAIL ADMIN º Trained 8 users in Office Automation. º Trained 1 user in MuniAgenda software. º Completed 62 Work Orders. º Performed 5 Telecom service upgrades. º Selected Vendor and Signed Contract for Replacement of obsolete Corrections Management System. SHERIFF`S OFFICE - K-9 º Completed 10 Work Orders. º Completed total conversion to BellSouth. º Performed 6 Telecom service upgrades. SHERIFF`S OFFICE - NARCOTICS º Completed 98 Work Orders. º Completed total conversion to BellSouth. º Performed 2 Telecom service upgrades. º Supplied maps for stake outs and drug busts. SHERIFF`S OFFICE - PHINIZY º Completed 70 Work Orders. º Completed total conversion to BellSouth. º Performed 8 Telecom service upgrades. Augusta IT 2005 Annual Report 19 SHERIFF`S OFFICE - QUATERMASTER º Completed 2 Work Orders. º Completed total conversion to BellSouth. SHERIFF`S OFFICE - RECORDS º Trained 2 users in Office Automation. º Installed and configured 1 Eyretel server. º Completed 171 Work Orders. º Completed total conversion to BellSouth. SHERIFF`S OFFICE - SOUTHGATE º Trained 6 users in Office Automation. º Completed 63 Work Orders. º Performed 7 Telecom service upgrades. º Completed total conversion to BellSouth. SHERIFF`S OFFICE - TRAINING CENTER º Completed 14 Work Orders. º Performed 1 Telecom service upgrade. º Completed total conversion to BellSouth. SOLICITOR GENERAL º Trained 8 users in Office Automation. º Trained 2 users in VoIP. º Completed 220 Work Orders. º Completed total conversion to BellSouth. º Performed 9 Telecom service upgrades. SOLICITOR GENERAL VICTIM`S ASSISTANCE º Completed 41 Work Orders. º Performed 7 Telecom service upgrades. º Completed total conversion to BellSouth. SOLID WASTE COLLECTIONS & RECYCLING º Trained 8 users in Office Automation. º Trained 5 users in MuniAgenda software. SOLID WASTE DISPOSAL º Completed 18 Work Orders. º Performed 4 Telecom service upgrades. º Completed total conversion to BellSouth. º Supplied maps to show solid waste pick up areas. SOLID WASTE LANDFILL º Completed 70 Work Orders. º Completed total conversion to BellSouth. º Performed 16 Telecom service upgrades. º Provided maps and data for Solid Waste Collection. º Created EDMS Application for Solid Waste record-keeping needs. STATE COURT JUDGE º Completed 15 Work Orders. º Performed 23 Telecom service upgrades. º Completed total conversion to BellSouth. Augusta IT 2005 Annual Report 20 SUPERIOR COURT JUDGE º Completed 24 Work Orders. º Performed 18 Telecom service upgrades. º Completed total conversion to BellSouth. º Created specialized functionality in Court Calendaring System. º Completed 11 modifications to Court Calendaring System. º Completed 17 support service calls for Court Room Presentation system. º Coordinated relocation of Court Clerk. TAG OFFICE – FARMER’S MARKET º Completed 26 Work Orders. º Performed 4 Telecom service upgrades. º Completed total conversion to BellSouth. º Designed, Developed and Implemented a new Tag Search Application. º Download tag information from Georgia Department of Motor Vehicle twice monthly to update Tag Search Application data. TAG OFFICE – SOUTHSIDE º Completed 5 Work Orders. º Performed 4 Telecom service upgrades. º Completed total conversion to BellSouth. TAX ASSESSORS º Trained 3 users in Office Automation. º Trained 1 user in MuniAgenda software. º Completed 121 Work Orders. º Completed total conversion to BellSouth. º Performed 12 Telecom service upgrades. º Updated Parcel Analyst Software and removed users that did not use the program, saving money on maintenance fees. º Relocated Evelyn Brenes from the Tax Assessors to GIS to update Parcels and Subdivisions. º Conduct monthly Status Meetings to stay on top of all IT needs. º Modified GIS Maps On-Line to only update Property Data after BOA Meetings. º Provide ongoing support for the WinGAP Application. º Designed, Developed, Implemented and Trained Document Imaging for Appeals and Returns. º Attended the WinGAP Users Conference. º Implemented automated re-indexing on a weekly basis. º Created multiple Reports for the Tax Assessor's Office. º Implemented automated re-boot of the WinGAP Server on a weekly basis to eliminate periodic problem. º Investigated and Tested remote processing for entry into WinGAP from the field. º Assisted in creating the Assessment Change Notices. º Assisted in creating Consolidation Sheets. º Assisted in creating the Tax Digest Files for the Tax Commissioner's Office. TAX COMMISSIONER º Trained 3 users in Maps Online. º Trained 1 user in MuniAgenda software. º Trained 1 user in Office Automation. º Completed 95 Work Orders. º Completed total conversion to BellSouth. º Performed 14 Telecom service upgrades. º Attend periodic Status Meetings to stay on top of all IT needs. º Trained and support the use of the on-line Security Request Application. º Implemented a new version of the VCS Tax 2000 Application. Augusta IT 2005 Annual Report 21 º Provide ongoing support for the VCS Tax 2000 Application. º Provided support for the Mobile Home Tax Billing. º Provided support for the mailing of Homestead Application Cards. º Provided support for the Tax Digest Preparation. º Provided support for the Property Tax Billing. º Implemented the FiFa Interface from the Tax Commissioner's Office to Clerk of Court. º Provided support for the FiFa Interface process. º Provided support for the Intent to FiFa Notices. º Implemented the display of Tax Bill Information on the GIS Maps On-Line. TRANSIT DEPARTMENT º Trained 2 users in MuniAgenda software. º Trained 1 user in Maps Online. º Completed 34 Work Orders. º Performed 5 Telecom service upgrades. º Completed total conversion to BellSouth. º Supplied Trapeze with regional maps for Transit. º Started work on brochure maps for transit customers. º Upgraded MaintStar to version 9.55. º Upgraded PASS to version 461.288.708. º Generated reports from PASS data. º Installed the Suspension module of Trapeze. TRANSIT OPERATIONS º Completed 1 Work Order. º Completed total conversion to BellSouth. UTILITIES - BAY STREET º Trained 25 users in Office Automation. º Trained 2 users in Maps Online. º Trained 7 users in MuniAgenda software. º Trained 5 users in VoIP. º Installed cabling and setup network connectivity for 2nd floor offices. º Installed and configured 1 Video server. º Completed 204 Work Orders. º Completed total conversion to BellSouth. º Performed 42 Telecom service upgrades. º Provided support for GIS and GPS collection of sanitary sewer and water line infrastructure. UTILITIES - CENTRAL AVE º Trained 1 user in VoIP. º Completed 71 Work Orders. UTILITIES - HIGHLAND AVE FILTER PLANT º Completed 31 Work Orders. UTILITIES - HIGHWAY 25 º Trained 12 users in Office Automation. º Trained 5 users in VoIP. º Trained 1 user in MuniAgenda software. º Completed 119 Work Orders. º Completed total conversion to BellSouth. º Performed 32 Telecom service upgrades. Augusta IT 2005 Annual Report 22 UTILITIES - MUNICIPAL BLDG. º Trained 4 users in Office Automation. º Completed 66 Work Orders. º Performed 19 Telecom service upgrades. º Completed total conversion to BellSouth. UTILITIES - N. MAX HICKS WATER TREATMENT PLANT º Trained 3 users in Office Automation. º Trained 1 user in VoIP. º Installed cabling and provided fiber network connectivity to Trailers at Max Hicks-Water Treatment Plant. º Completed building wiring, fiber network connectivity and computer setup for Administration building. UTILITIES - PLANT 2 º Completed 2 Work Orders. UTILITIES - PLANT 3 º Completed 3 Work Orders. º Completed total conversion to BellSouth. º Performed 2 Telecom service upgrades. UTILITIES - RAW WATER PUMPING STATION º Trained 6 users in Office Automation. º Trained 2 users in VoIP. º Completed 1 Work Order. º Performed 1 Telecom service upgrade. UTILITIES - WASTE WATER TREATMENT º Completed 56 Work Orders. º Completed total conversion to BellSouth. º Performed 1 Telecom service upgrade. UTILITIES ADMINISTRATION º Completed 11 Work Orders. º N. Max Hicks - Performed 6 Telecom service upgrades. º N. Max Hick - Completed new facility communications project. º N. Max Hicks - Completed total conversion to BellSouth. º N. Max Hicks - Performed 2 Telecom service upgrades. º Streamlined GBA security by moving all users to groups. º Installed CIMS software to allow video-taping of sewer lines for maintenance. º Supported the implementation of the 2005 water rates. º Implemented H2O Map License Manager. º Upgraded the MVRS software to version 7.0 and implemented multiple service packs. º Implemented Service Pack 7 for GBA version 6.7. º Implemented process to send consumption data to Honeywell on a monthly basis for meter warranty purposes. º Re-converted service tap data from enQuesta into GBA. º Converted GBA equipment identification numbers to match Fleet Management's equipment identification numbers. º Generated reports from IFAS data. º Generated reports from GBA data. º Converted Waste Water Treatment plant from the work order system MP2 to GBA. º Supported the installation of the DocMaestro Application. UTILITIES- CENTRAL AVE Augusta IT 2005 Annual Report 23 º Completed total conversion to BellSouth. º Performed 26 Telecom service upgrades. WEED & SEED º Completed 3 Work Orders. º Completed total conversion to BellSouth. º Supplied numerous maps for various Weed & Seed programs. Commission Meeting Agenda 5/2/2006 2:00 PM Concord Management Limited Department:Clerk of Commission Caption:Consider a request from Concord Management Limited regarding a refund of the late payment penalty for 2005 taxes on the property of Stonegate Club Partners, Ltd. (Map 40, Parcel 47.06). Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM FY2007 Budget Calendar Department:Finance Caption:Motion to approve the 2007 Budget Calendar. Background:The Budget calendar establishes tentative dates for the completion of the various stages of the 2007 budget preparation and adoption process. The calendar is presented for approval consistent with the legal requirements in accordance with OCGA. We may need to adjust timetable for entry and compilation of budget info due to implementation of new budget software on IFAS. The budget calendar as planned with facilitate developing, reviewing, deliberations by the legislative body, input from the citizens of Augusta- Richmond County and adoption of FY2007 budget on a timely basis. The budget will also be adopted prior to Fiscal Year 2007. Analysis:N/A Financial Impact:N/A Alternatives:Revise dates. Recommendation:Approve Budget Calendar for FY2007 as indicated on the attached Budget Calendar. Funds are Available in the Following Accounts: N/A REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission AUGUSTA, GEORGIA 2007 BUDGET PLANNING CALENDAR ________________________________________________________________________ APRIL 2006 April 20, 2006 Commission approves FY 2007 Budget Calendar. April 1-30, 2006 Finance Develop FY 2007 Budget Instructions Package. May 2006 May 31, 2006 Distribution of Budget Handbook with Instructions. JULY 2006 July 14, 2006 Departmental Budgets due to Finance. Budget analysts begin review of proposed budgets for budget hearings. Revenue Estimates completed. AUGUST 2006 August 7, 2006 Two weeks of Budget Hearings with Departments August 18, 2006 Budget hearings would be lead by the Finance Department with a report of new programs and personnel submitted to Administrator at conclusion of hearings. Administrator would be aware of all budget hearings, however his attendance would not be mandatory. A representative of the administrator’s office would be in all hearings. SEPTEMBER 2006 Sept. 11, 2006 Primary budget summary of reviews from Finance department presented to Administrator. Revenue Estimates Revised. OCTOBER 2006 October 17, 2006 FY 2007 Budget presented to Augusta-Richmond County Commission by the Administrator. Publish in paper upon presentment. NOVEMBER 2006 November 7, 2006 PUBLIC TOWN MEETING/ COMMISSION WORKSHOP Public Hearing of 2007 Budget. November 21, 2006 Adoption of the FY 2007 Budget by the Augusta-Richmond County Commission JANUARY 2007 January 1, 2007 Effective date for the Fiscal year 2007 Budget. Commission Meeting Agenda 5/2/2006 2:00 PM Marshal's Replacements 2006 Department:Finance Department - Fleet Management, Ron Crowden - Fleet Manager Caption:Approve the replacement of 4 Marshal’s Department sedans for $24,1512.00 each from Bobby Jones Ford of Augusta, Georgia (Lowest bid offer on bid 05-159). Background:Consistent with the provisions of the Fleet Replacement Policy, 16 eligible vehicles of the Marshal’s Department were evaluated for replacement. After individual assessments were completed 13 vehicles met the replacement criteria established in the policy. The Administrator has established a replacement limit based on the availability of the Capital Outlay and the Capital Outlay will support the acquisition (using GMA leasing program) of only 4 vehicles. Each vehicle has an individual assessment sheet completed on it and they are attached for review. Analysis:Fleet Management submitted a request for bids (05-159) through the Procurement Department utilizing the Demand Star electronic bid system which offers nationwide bid coverage. The Procurement Department received quotes back from three vendors. The following was the results of the bids received: Bobby Jones Ford = $24,151.00 –Lowest Bid Offer, Allan Vigil Ford = $24,193.00, Legacy Ford = $24,238.00. Financial Impact:The total projected debt service payments will total $96,604.00 for the 4 vehicles over a three year period. The annual principal of $32,201.33.00 will be funded by the GMA lease program. Funding is available in Capital Outlay. Alternatives:1.Approve the award to the lowest bidder, 2. Do not approve the request. Recommendation:Approve the replacement of 4 Marshal’s Department sedans for $24,1512.00 each from Bobby Jones Ford of Augusta, Georgia (Lowest bid offer on bid 06-118). Funds are Available in the Following Accounts: 631-00-0000-54.99631 REVIEWED AND APPROVED BY: Finance. Procurement. Disadvantaged Business Enterprise. Administrator. Clerk of Commission Disadvantaged Business Coordinator Yvonne Gentry DBE Coordinator Disadvantaged Business Enterprise 501 Greene Street, Suite 304 - Augusta, GA 30901 (706) 826-2406 – Fax (706) 821-4228 WWW.AUGUSTAGA.GOV TO: Geri Sams Procurement Department Ron Crowden Fleet Management Department FROM: Yvonne Gentry Disadvantaged Business Enterprise Department SUBJECT: DBE REVIEW AND APPROVAL OF RECOMMENDED DBE GOAL Bid Item #05-159 DATE: March 29, 2006 This memo is to transmit the review and concurrence of the recommended DBE Utilization goal of zero(0%)for the above referenced projects. The procurement opportunities are direct purchases from manufactures sales representative with no sub- contracting or second tier opportunities. The goal-setting methodology considered the following factors based on good faith efforts of the contractor: • The project’s total estimated cost of $96,604. • There is 0% value of the scope of work where minority / women businesses availability exists. • There is 0% value of the scope of work where small local businesses availability exists. • There is 100% value of the scope of work where Local businesses availability exists. The 100% goal is applicable to the entire cost of the project. The contractor must prepare their proposed DBE Utilization Form submittal based on the total dollar value of their base bid. No further adjustments should be made. The above is recommended based 100% purchase with a local business according to the information provided at the time of review. If you have any questions, please feel free to contact me at (706) 721-1325. YG:glw Invitation To Bid Sealed bids will be received at this office until Wednesday, November 2, 2005 @ 11:00 a.m. Bid Item #05-157 Fifth Wheel Tractor w/Accessories Bid Item #05-158 2006 Seven Passenger Mini Van w/Accessories Bid Item #05-159 2006 Ford Crown Victoria P71 Police Automobile w/Accessories BID’s will be received by Augusta, GA Commission hereinafter referred to as the OWNER at the offices of: Geri A. Sams Procurement Department 530 Greene Street - Room 605 Augusta, Georgia 30911 706-821-2422 BID documents may be obtained at the office of Augusta, GA Procurement Department, 530 Greene Street – Room 605, Augusta, GA 30911. Documents may be examined during regular business hours at the offices of Augusta, GA Procurement Department. All questions must be submitted in writing to the office of the Procurement Department by Fax at 706-821-2811 or by mail. No bid will be accepted by fax, all must be received by mail or hand delivered. It is the wish of the Owner that minority businesses are given the opportunity to BID on the various parts of the work. This desire on the part of the Owner is not intended to restrict or limit competitive bidding or to increase the cost of the work. The Owner supports a healthy free market system that seeks to include responsible businesses and provide ample opportunity for business growth and development. No BID may be withdrawn for a period of 30 days after time has been called on the date of opening. Bidders will please note that the number of copies requested; all supporting documents including financial statements and references and such other attachments that may be required by the bid invitation are material conditions of the bid. Any package found incomplete or submitted late shall be rejected by the Procurement Office. Any bidder allegedly contending that he/she has been improperly disqualified from bidding due to an incomplete bid submission shall have the right to appeal to the appropriate committee of the Augusta commission. Please mark BID number on the outside of the envelope. Bidders are cautioned that sequestration of BID documents through any source other than the office of the Procurement Department is not advisable. Acquisition of BID documents from unauthorized sources placed the bidder at the risk of receiving incomplete or inaccurate information upon which to base his qualifications. Augusta has a Link Deposit program designed to provide loans to eligible local Small, Minority and Women Owned Businesses. For more information about this program contact the Office of Disadvantage Business Enterprise at 706- 821-2406. GERI A. SAMS, Procurement Director Publish: Augusta Chronicle October 6, 13, 20, 27, 2005 Augusta Focus October 13, 2005 cc: Tameka Allen Interim Deputy Administrator Ron Crowden Fleet Management Yvonne Gentry DBE Coordinator Home My DemandStar Buyers Suppliers Account Info Planholders List 9 Planholder(s) found. DemandStar is a product of Onvia, Inc. (c) 1997-2006. All rights reserved. | Terms of Use | Privacy Login | Register | Help Onvia DemandStar Member Name City of Augusta, GA Bid Number ITB-05-159-0-2005/PJM Bid Name 2006 Ford Crown Victoria P71 Police Automobile w/Accessories Supplier Name City State Phone Fax Decatur Electronics, Inc. Decatur IL 8004284315 2174285302 Ford - Akins Ford Corporation Winder GA 7708685280 7708685280 Government Sales Garland TX 2142151028 9726592303 Law Enforcement Supply Co Inc Panama City FL 8507699678 8507639031 Legacy Ford Inc. McDonough GA 7709142800 7709142635 MAROONE CHEVROLET Greenacres FL 5614335757 5614333741 Mears Motor Leasing Orlando FL 4072982982 4075784924 Mike Albert Leasing Inc Cincinatti OH 5135542878 5139562878 Union Leasing, Inc. Schaumburg IL 8473306243 8472401576 Page 1 of 1 Format for Printing No Search << Return Legacy Ford Bobby Jones Allan Vigil Brand Ford Ford Ford Model Crown Victoria Crown Victoria Crown Victoria Delivery Date 90 - 120 days 90 - 120 days Feb. 2006 5.01 22,092.00$ 22,091.00$ 22,092.00$ 5.02 22,597.00$ 22,867.00$ 22,692.00$ 5.03 22,994.00$ 22,947.00$ 22,984.00$ 5.04 24,238.00$ 24,151.00$ 24,193.00$ 5.05 25,286.00$ 25,061.00$ 25,181.00$ 5.06 25,038.00$ 24,908.00$ 24,933.00$ 6.01 1,547.00$ 1,495.00$ 1,547.00$ 6.02 280.00$ 160.00$ 275.00$ 6.03 160.00$ 160.00$ 157.00$ 6.04 260.00$ 263.00$ 256.00$ 6.05 115.00$ 69.00$ 114.00$ 6.06 35.00$ 25.00$ 35.00$ 6.07 31.00$ 10.00$ 31.00$ 6.08 27.00$ 40.00$ 27.00$ 6.09 125.00$ 100.00$ 125.00$ 6.10 69.00$ 45.00$ 89.00$ 6.11 102.00$ 90.00$ 102.00$ 6.12 350.00$ 325.00$ 345.00$ 6.13 285.00$ 254.00$ 280.00$ 6.14 310.00$ 298.00$ 302.00$ 6.15 216.00$ 207.50$ 216.00$ 6.16 142.00$ 152.50$ 142.00$ 6.17 330.00$ 290.00$ 320.00$ 6.18 435.00$ 424.00$ 425.00$ 6.19 10.00$ 20.00$ 10.00$ 6.20 115.00$ 118.00$ 115.00$ 6.21 325.00$ 295.00$ 320.00$ 6.22 168.00$ 138.00$ 168.00$ 6.23 230.00$ 285.00$ 227.00$ 6.24 30.00$ 35.00$ 30.00$ 6.25 165.00$ 110.00$ 165.00$ 6.26 47.00$ 35.00$ 47.00$ 6.27 2,175.00$ 2,225.00$ 2,350.00$ Bid Item # 05-159 was advertised through Demandstar where nine companies were notified of this bid item. It was also publicized in Augusta Chronicle on October 6, 13, 20, 27, 2005 and in Augusta Focus October 13, 2005. Three companies submitted bids. Bid Item #05-159 2006 Ford Crown Victoria P71 Automobile w/Accessories Fleet Management Bid Due: Wednesday, November 2, 2005 @ 11:00 a.m. Commission Meeting Agenda 5/2/2006 2:00 PM Mayor's Prayer Breakfast Department:Clerk of Commission Caption:Consider a request from Miracle Making Ministries, Inc. for city sponsorship through the purchase of tickets for the Mayor's Prayer Breakfast on May 4, 2006. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM Underwriters Department: Caption:Discuss the process for the selection of the Underwriters for the $44M SPLOST V Bond Issue. (Requested by Commissioner Betty Beard) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM Approve design funds for Belair Hills Water System Improvements Department:Utilities Engineering Caption:Approve funds in the amount of $22,610 to WR Toole for engineering services for Belair Hills Subdivision Water System Improvements. Background:The Belair Hills Water System Improvements project will provide increase water service to the Belair Hills Subdivision and surrounding areas. An elevated storage tank is proposed on property adjacent to Carolyn Street near the intersection of Saybrook Drive in Belair Hills. The project will install approximately 3,100 feet of 12" diameter water main along Carolyn Street to an existing 12" water main along Flagler Road. In addition the project will install a connector water main approximately 1,900 feet in length from the existing Belair Road storage tank to the location of the proposed new tank. Analysis:The Belair Hills Water System Improvements project will provide better water service to the Belair Hills Subdivision and surrouding areas.WR Toole has proposed a design fee of $22,610 for the water main and water main connector design. The design includes required surveys, plans and specifications, and construction cost estimates. Analysis by AUD Engineering has determined that this is an acceptable fee based on previous design work of similar size and scope. Financial Impact:Funds are available in 2004 bond account 511043410- 5212115/80210170-5212115. Alternatives:Do not approve the design proposal, which will delay the Belair Hills Water Improvements. Recommendation: Approve funding in the amount of $22,610 to WR Toole for the engineering design of the Belair Hills Water Improvements. Funds are Available in the Following Accounts: Funds are available in 2004 bond account 511043410- 5212115/80210170-5212115. REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM Condemnation - Wilbert and Ann L. Rainey Department:County Attorney - Stephen E. Shepard, Attorney Caption:Approval is requested to authorize condemnation of a portion of Property #139-0-301-00-0 2827 Harwood Street, which is owned by Wilbert Rainey and Ann L. Rainey for 1,640 Sq. Feet for a Permanent Easement and 1,639 Sq. Ft. of Temporary Easement. AUD Project: Horsepen Sanitary Sewer, Phase 2A. Background:The owner refused to sign an option. In order to timely acquire access, condemnation will be necessary. Analysis:Condemnation is required in order to acquire the easement. Financial Impact:The necessary costs will be covered by project budget. Alternatives:Deny the authorization to condemn. Recommendation:Approve the authorization to condemn. Funds are Available in the Following Accounts: G/L: 510043420-5411120 J/L: 80250202-5411120 REVIEWED AND APPROVED BY: Administrator. Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM Deductive Change Order #2 for 70450 Samplers for Industrial Customers Department:Utilities Caption:Approve Deductive CO #2 in the amount of $97,174.00 for final quantity adjustments to the Samplers for Industrial Customers Project. Background:Utilities installed wastewater samplers for industrial customers last year. After construction was completed, there were several samplers that were not utilized since they were not needed at the previously planned sites. There were also several items that exceeded the contract costs for the samplers on Ravenwood Drive and Cannongate Drive, due to necessary, unplanned design changes for the manholes. Ultimately the changes on Ravenwood and Cannongate, covered by Change Order #1, did not cause the project to go over the original budget amount. Samplers planned for in this project, but not needed after further evaluation, were for EKA Chemicals, Inc., Florida Rock and Tank Lines, Inc., and Sweetheart Cups Company, Inc. Analysis:Approving this change order (#2) will adjust the final contract amount to match the actual project costs for samplers that were required and installed at designated sampling locations by BRW Construction Group. Financial Impact:$97,174.00 credited to the 2000 Bond Issue under account number 509043420-5425210/8017450-5425210. Alternatives:Disapprove CO #2, and risk delays in contract close out. Recommendation:We recommend approving Deductive CO # 2 in the amount of $97,174.00 to BRW Construction Group, LLC for the 70450 Samplers for Industrial Customers Project. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM Deductive Change Order (CO) #2 for the 60105 Butler Creek Interceptor Upgrade Project Department:Utilities Caption:Approve Deductive CO #2 in the amount of $594,622.75 to make final quantity adjustments to the 60105 Butler Creek Interceptor Upgrade Project. Background:The Butler Creek Interceptor Upgrade project was one of three planned projects to rehabilitate the Butler Creek Trunk Sewer. During construction, several "coatings" bid items were not utilized, because it was determined the coatings would not be needed for the project based on field evaluation by AUD and Stevenson and Palmer Engineering. Other items in the bid schedule that significantly contributed to the deductive CO includes the number of manholes actually installed, select backfill used, ductile iron water main piping, new water services, and sod grassing. Analysis:This was a large sewer project, and many items were considered for the construction that ultimately were adjusted during construction. These adjustments resulted in a cost savings to Augusta Utilities Department. Financial Impact:$594,622.75 credited to the 2000 Bond Issue under account number 510043420-5425210/80160105-5425210. Alternatives:No alternatives. Recommendation:We recommend approving Deductive CO # 2 in the amount of $594,622.75 for the 60105 Butler Creek Interceptor Upgrades Project. Funds are Available in the Following 510043420-5425210/80160105-5425210 Accounts: REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM Raborn Road Waterline Upgrade Department:Utilities Caption:Approve award to Blair Construction for the installation of the Raborn Road Waterline under the daily rate for equipment and personnel. Background:The Augusta Commission approved of the installation of the Raborn Road Waterline in the meeting held on January 11, 2005. The delay in advertising and awarding the project was due to further evaluation and implementation of waterline upgrades to the area that supplies Raborn Road. As was mentioned in the agenda item (attached) that was previously presented to the Commission for approval, increasing the size of the line along Raborn Road was only part of the overall needed upgrades. The waterlines feeding Raborn Road along Patterson Bridge and Windsor Spring Road needed to be addressed in order to provide sufficient fire flow. In the previous agenda item, AUD recommended that the Raborn Road waterline upgrade be constructed in conjunction with the SPLOST Windsor Spring Road Widening Phase V Project. There is currently no timeframe for the construction of this project. However other waterlines have been installed in the Brown Road 20” Project that have made water flow improvements to this area with a connection at the Willis Foreman and Windsor Spring Road intersection. The connection of the Windsor Spring Road waterline to the new 12” Willis Foreman Road waterline has allowed for the upgrade to Raborn Road to be performed at this time. Considering the minimal size of the project, AUD considered supplying the waterline materials and securing bids for a daily rate for equipment and labor. Analysis:The concept of AUD supplying materials and obtaining a daily rate for equipment and labor has resulted in a sizeable cost savings over the prior estimate of $225,000. The low bid for the daily rate was received from Blair Construction in the amount of $2,875 per day. It is estimated that the construction will take between 45 to 60 days, for a total cost between $130,000 and $173,000. Approval of this item will allow for the waterline along Raborn Road to be replaced with the funds from the renewal and extension budget. Financial Impact:The amount of $173.000 is available in the Renewal and Extension Budget. Alternatives:1) Upgrade the Raborn Road waterline with the standard bid method of the contractor also supplying the needed materials. 2) Upgrade the Raborn Road waterline with a price from the contractor for a daily rate for equipment and personnel, and AUD supplying the materials, which is on hand. Recommendation:It is recommended to approve Award to Blair Construction for the Installation of the Raborn Road Waterline under the Daily Rate for Equipment and Personnel. Funds are Available in the Following Accounts: 507043410-5425110 / 80600010-5425110 REVIEWED AND APPROVED BY: Finance. Administrator. Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM Minutes May 2 Department:Clerk of Commission Caption:Motion to approve the minutes of the Regular Meeting of the Commission held April 18, 2006. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM Local Preferences Ordinance Department:Clerk of Commission Caption:Motion to approve an Ordinance providing preferences to local businesses doing business with their local government within a 5% margin not to exceed $10,000. (Approved by Commission in meeting April 18, 2006 - second reading) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM Option for Acquisition of Easement to BellSouth Department:County Attorney - Stephen E. Shepard, Attorney Caption:Motion to approve Option for Acquisition of Easement to BellSouth. Background:BellSouth has approached my office offering an option to acquire an easement for additional telephone equipment on property now owned by the City on Peachtree Road. The additional property will allow additional equipment to be located on the site and will improve telephone service in the Hill area. Analysis:See Background. Financial Impact:If BellSouth exercises the option to purchase, the City will be paid $3,000.00. Alternatives:Decline requested option. Recommendation:Grant option and authorize the Mayor to execute all documents necessary to close the option transaction. Funds are Available in the Following Accounts: N/A REVIEWED AND APPROVED BY: Administrator. Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM Ordinance to Permanently reschedule the first Commission meeting in April. Department:County Attorney - Stephen E. Shepard, Attorney Caption:An Ordinance to amend Augusta-Richmond County Code Title 1, Chapter 2, Section 2(a); to provide for an amendment to the monthly schedule for the holding of the regular meeting of the Augusta-Richmond County Commission on the first Tuesday in every month; to provide for the scheduling of the first meeting in April to the last Wednesday of March each year effective with the first regular meeting of the Commission in April, 2007; to repeal conflicting ordinances and for other purposes. (Approved by Commission in meeting April 18, 2006 - second reading) Background:The Commission has requested a permanent change in the scheduling of the first Commission meeting in April to eliminate scheduling conflicts with the Masters Tournament. Analysis:See background. Financial Impact:N/A Alternatives:Do not approve proposed Ordinance. Recommendation:Approve proposed Ordinance. Funds are Available in the Following Accounts: N/A REVIEWED AND APPROVED BY: Clerk of Commission ORDINANCE NO. _________ MEETINGS; RESCHEDULING THIS IS AN ORDINANCE TO AMEND GEORGIA LAWS 1931, PAGE 55, SECTION 4, SO AS TO AMEND THE MONTHLY SCHEDULE FOR THE HOLDING OF THE REGULAR MEETING OF THE AUGUSTA- RICHMOND COUNTY COMMISSION ON THE FIRST TUESDAY IN EVERY MONTH; TO PROVIDE FOR THE SCHEDULING OF THE FIRST MEETING IN APRIL TO THE LAST WEDNESDAY OF MARCH EACH YEAR EFFECTIVE WITH THE FIRST REGULAR MEETING OF THE COMMISSION ON MARCH 7, 2007; TO REPEAL CONFLICTING ORDINANCES AND FOR OTHER PURPOSES. NOW THEREFORE BE IT RESOLVED by the AUGUSTA RICHMOND COUNTY COMMISSION as follows: Section 1. Section 4, on page 55 of Georgia Laws 1931, is hereby amended by deleting therefrom the following: "Said commissioners shall hold one session for county purposes at the courthouse on the first Tuesday in every month and at other times as often as in their judgment the powers and duties herein conferred may require." Section 2. Said sentence is hereby amended and restated to read: "Said commissioners shall hold one session for county purposes at the courthouse on the first Tuesday in every month, except the month of April, 2007, and the month of April for each year thereafter, and at other times as often as in their judgment the powers and duties herein conferred may require. " This Ordinance shall be effective as of _________________. All ordinances and parts of Ordinances in conflict with the provisions of this Ordinance are hereby repealed. IN WITNESS WHEREOF, the Augusta-Richmond County Commission has caused this amendment to be duly executed this ______day of ___________, 2006. BY: ________________________________ Mayor David S. Copenhaver ATTEST: _____________________ Lena Bonner (Clerk) AFFIDAVIT OF PUBLICATION STATE OF GEORGIA COUNTY OF RICHMOND Personally appeared before me, _________________, to me known, who being sworn, deposes and says: That he/she is the authorized agent of Southeastern Newspaper; Corporation, a Georgia Corporation, doing business in said county under the trade name: The Augusta Chronicle, a newspaper published in said county; That he/she is authorized to make affidavits of publication on behalf of said publisher: The Augusta Chronicle. That said newspaper is of general circulation in said county and in the area adjacent thereto. That he/she has reviewed the regular editions of said newspapers published on_______________________, and finds that the following advertisement appeared in each of said editions; to-wit: ______________________________ Sworn to and subscribed before me this ______ day of ________________ 2006. ________________________________ Notary Public [SEAL] MY COMMISSION EXPIRES: ______________ PUBLIC NOTICE The public is hereby notified that the County Attorney for Augusta, Georgia, will present to the Augusta-Richmond County Commission, at its regular meeting on April 18, 2006 and on May 2, 2006, an Ordinance to amend the Georgia Laws 1931, page 55, Section 4, relating to the scheduling of the meeting of the Augusta-Richmond County Commission on the first Tuesday in every month so as to permanently except and amend the first meeting of said Commission in the month of April in calendar years 2007 and succeeding years; to repeal conflicting ordinances; and for other purposes. The public is hereby further notified that it is necessary for the Augusta-Richmond County Commission to adopt said Ordinance at Two consecutive meetings held not less than seven nor more than sixty days apart, which Ordinance specifically states the changes to be made in the original Act, the authority to amend the original Act having been granted by O.C.G.A. § 36-35-3, providing for home rule by municipalities and the Constitution of the State of Georgia providing for home rule by counties. The public is further notified that a copy of the proposed Ordinance has been filed with the Clerk of Superior Court of Richmond County, Georgia, City-County Building, 8th Floor, 530 Greene Street, Augusta, Georgia, for public examination and inspection, and copies of same are available with the Clerk of the Commission for any member of the public. ORDINANCE NO. ______ AN ORDINANCE TO AMEND AUGUSTA-RICHMOND COUNTY CODE TITLE 1, CHAPTER 2, SECTION 2(a); TO PROVIDE FOR AN AMENDMENT TO THE MONTHLY SCHEDULE FOR THE HOLDING OF THE REGULAR MEETING OF THE AUGUSTA-RICHMOND COUNTY COMMISSION ON THE FIRST TUESDAY IN EVERY MONTH; TO PROVIDE FOR THE SCHEDULING OF THE FIRST MEETING IN APRIL TO THE LAST WEDNESDAY OF MARCH EACH YEAR EFFECTIVE WITH THE FIRST REGULAR MEETING OF THE COMMISSION IN APRIL, 2007; TO PROVIDE FOR THE DISCRETIONARY RESCHEDULING OF OTHER MEETINGS OF THE COMMISSION AND ITS COMMITTEES ON AN ANNUAL BASIS IN ADVANCE ON OR BEFORE THE FIRST DAY OF JANUARY, 2007 AND EACH YEAR THEREAFTER IN ORDER TO ELIMINATE CONFLICTS BETWEEN REGULARLY SCHEDULED MEETINGS OF THE COMMISSION AND ITS COMMITTEES AND THE MEETINGS OF THE GEORGIA MUNICIPAL ASSOCIATION, ASSOCIATION OF COUNTY COMMISSIONERS OF GEORGIA, NATIONAL LEAGUE OF CITIES AND NATIONAL ASSOCIATION OF COUNTIES; TO REPEAL CONFLICTING ORDINANCES AND FOR OTHER PURPOSES. NOW THEREFORE BE IT ORDAINED BY THE AUGUSTA-RICHMOND COUNTY COMMISSION, AND IT IS HEREBY ORDAINED BY THE AUTHORITY OF THE SAME AS FOLLOWS: Section 1. The Augusta-Richmond County Code Section 1-2-2(a) is hereby amended by deleting said section in its entirety, which section reads as follows: § 1-2-2(a) MEETING – TIME AND PLACE; COMMITTEES (a) All Commission’s regular meetings shall be held on the first Tuesday of each month at 2:00 p.m. on the eighth floor assembly room, and a regular called meeting of the Commission shall be held on the third Tuesday of each month at 2:00 p.m. in said assembly room. and substituting in lieu thereof a new section which shall read as follows: § 1-2-2(a) MEETING – TIME AND PLACE; COMMITTEES (a) All Commission’s regular meetings shall be held on the first Tuesday of each month at 2:00 p.m. on the eighth floor in the assembly room, except for the first meeting in April, 2007 and the first meeting in April in each year thereafter. Said first regular meeting in April is hereby rescheduled to the last Wednesday of March, 2007 and the last Wednesday in March next following. A regular called meeting of the Commission shall be held on the third Tuesday of each month at 2:00 p.m. in said assembly room. The Clerk of Commission is directed to submit to the Commission on or before its first meeting in December, 2006 and the first meeting in December of each year thereafter a proposed schedule for the discretionary rescheduling of other regular meetings of the Commission and its Committees in order to eliminate conflicts between scheduled meetings of the Commission and meetings of the Georgia Municipal Association, Association of County Commissioners of Georgia, National League of Cities and National Association of Counties. Section 2. All laws or ordinance or parts of laws or ordinances in conflict with this ordinance are hereby repealed. Section 3. If any section, provision, or clause of any part of this Ordinance be declared invalid or unconstitutional, or if the provisions of any part of this Ordinance as applied to any particular situation or set of circumstances be declared invalid or unconstitutional, such invalidity shall not be construed to affect portions of this Ordinance not so held to be invalid, or the application of this Ordinance to other circumstances not so held to be invalid. It is hereby declared as the intent that this Ordinance would have been adopted had such invalid portion not been included herein. Section 4. This Ordinance shall become effective upon adoption. Duly adopted this _________day of _____________, 2006. BY: ________________________________ Mayor David S. Copenhaver ATTEST: ______________________________ Lena Bonner (Clerk) First Reading: __________________________ Second Reading: ________________________ Commission Meeting Agenda 5/2/2006 2:00 PM Appoint Interim 4th District Commissioner Department:Commissioner Jerry Brigham Caption:Appoint Interim 4th District Commissioner. Background:When this Agenda Item is being prepared, it is anticipated that on April 27, 2006, Commissioner Colclough will qualify as a candidate for election to the Georgia House of Representatives, and by so doing will be deemed to have vacated the 4th District Seat on the Commission. The Commission is authorized to elect an Interim Commissioner to serve the 4th District seat until a Special Election is held in District 4. This Agenda Item was prepared by County Attorney Steve Shepard in consultation with the Director of the Board of Elections, Ms. Lynn Bailey. Analysis:See Background. Financial Impact:N/A Alternatives:Do not elect an Interim Commissioner, however the Governer could appoint an Interim Commissioner if seat is vacant for 45 days. Recommendation:Elect Interim Commissioner to serve until a Commissioner is elected by the voters of District 4 to serve the balance of the unexpired term of Richard Colclough. Funds are Available in the Following Accounts: N/A REVIEWED AND APPROVED BY: Administrator. Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM Interest Rate Swap: Formal Resolution and Authorization of Execution of Related Documents Department:Commissioner Richard Colclough Caption:Consider/Adopt Formal Resolutions to authorize Interest Rate Swap with Deutsche Bank, AG. 2005. Background:Interest Rate Swap concept was first presented to Augusta through Gardnyr Michael Capital, Inc. in the Summer of 2005. In the meeting of April 18, 2006, the Commission approved entering of the Swap Agreement. Attached hereto are the formal Resolutions to adopt and approve an Interest Rate Plan and to adopt a Supplemental Bond Resolution. Analysis:These Resolutions authorize the execution of the necessary documents to enter the Swap Agreement which include the Interest Rate Management Plan, the Subscription Agreement, Deriv Activ, the U.S. Municipal Counterpart Schedule Amendments to the Master Agreement, the Master Agreement, and the ISDA Credit Support Annex. Augusta has retained Earle Taylor as Special Counsel for this transaction and has retained Marty Stallone of IMAGE, Inc. as Swap Advisor. A copy of the Swap Advisors memo dated August 22, 2005, reviewing Basis Swap Proposal is attached hereto. Financial Impact:It is estimated that with the Swap, the Utilities Department may realize $1,000,000 annual savings in interest expense on its outstanding bond issues. The cost of issuance including all professional fees will be paid at closing. Alternatives:Do not enter Swap Agreement. Recommendation:Enter Swap Agreement. Funds are Available in the Following Accounts: N/A REVIEWED AND APPROVED BY: Administrator. Clerk of Commission Copyright © 1992 by International Swaps and Derivatives Association, Inc. NYK 1016921-4.071369.0011 (Local Currency-Single Jurisdiction) ISDA® International Swaps and Derivatives Association, Inc. MASTER AGREEMENT dated as of December __, 200_ Merrill Lynch Capital Services, Inc. and PRL Corporation have entered and/or anticipate entering into one or more transactions (each a “Transaction”) that are or will be governed by this Master Agreement (the “Master Agreement”), which includes the schedule (the “Schedule”), and the documents and other confirming evidence (each a “Confirmation”) exchanged between the parties confirming those Transactions. Accordingly, the parties agree as follows:— 1. Interpretation (a) Definitions. The terms defined in Section 12 and in the Schedule will have the meanings therein specified for the purpose of this Master Agreement. (b) Inconsistency. In the event of any inconsistency between the provisions of the Schedule and the other provisions of this Master Agreement, the Schedule will prevail. In the event of any inconsistency between the provisions of any Confirmation and this Master Agreement (including the Schedule), such Confirmation will prevail for the purpose of the relevant Transaction. (c) Single Agreement. All Transactions are entered into in reliance on the fact that this Master Agreement and all Confirmations form a single agreement between the parties (collectively referred to as this “Agreement”), and the parties would not otherwise enter into any Transactions. 2. Obligations (a) General Conditions. (i) Each party will make each payment or delivery specified in each Confirmation to be made by it, subject to the other provisions of this Agreement. Copyright © 1992 by International Swaps and Derivatives Association, Inc. 2 NYK 1016921-4.071369.0011 (ii) Payments under this Agreement will be made on the due date for value on that date in the place of the account specified in the relevant Confirmation or otherwise pursuant to this Agreement, in freely transferable funds and in the manner customary for payments in the required currency. Where settlement is by delivery (that is, other than by payment), such delivery will be made for receipt on the due date in the manner customary for the relevant obligation unless otherwise specified in the relevant Confirmation or elsewhere in this Agreement. (iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default or Potential Event of Default with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement. (b) Change of Account. Either party may change its account for receiving a payment or delivery by giving notice to the other party at least five Local Business Days prior to the scheduled date for the payment or delivery to which such change applies unless such other party gives timely notice of a reasonable objection to such change. (c) Netting. If on any date amounts would otherwise be payable:— (i) in the same currency; and (ii) in respect of the same Transaction, by each party to the other, then, on such date, each party’s obligation to make payment of any such amount will be automatically satisfied and discharged and, if the aggregate amount that would otherwise have been payable by one party exceeds the aggregate amount that would otherwise have been payable by the other party, replaced by an obligation upon the party by whom the larger aggregate amount would have been payable to pay to the other party the excess of the larger aggregate amount over the smaller aggregate amount. The parties may elect in respect of two or more Transactions that a net amount will be determined in respect of all amounts payable on the same date in the same currency in respect of such Transactions, regardless of whether such amounts are payable in respect of the same Transaction. The election may be made in the Schedule or a Confirmation by specifying that subparagraph (ii) above will not apply to the Transactions identified as being subject to the election, together with the starting date (in which case subparagraph (ii) above will not, or will cease to, apply to such Transactions from such date). This election may be made separately for different groups of Transactions and will apply separately to each pairing of branches or offices through which the parties make and receive payments or deliveries. (d) Default Interest; Other Amounts. Prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party that defaults in the performance of any payment obligation will, to the extent permitted by law and subject to Section 6(c), be required to pay interest (before as well as after judgment) on the overdue amount to the other party on demand in the same currency as such overdue amount, for the period from Copyright © 1992 by International Swaps and Derivatives Association, Inc. 3 NYK 1016921-4.071369.0011 (and including) the original due date for payment to (but excluding) the date of actual payment, at the Default Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. If, prior to the occurrence or effective designation of an Early Termination Date in respect of the relevant Transaction, a party defaults in the performance of any obligation required to be settled by delivery, it will compensate the other party on demand if and to the extent provided for in the relevant Confirmation or elsewhere in this Agreement. 3. Representations Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into) that:— (a) Basic Representations. (i) Status. It is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing; (ii) Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action to authorize such execution, delivery and performance; (iii) No Violation or Conflict. Such execution, delivery and performance do not violate or conflict with any law applicable to it, any provision of its constitutional documents, any order or judgment of any court or other agency of government applicable to it or any of its assets or any contractual restriction binding on or affecting it or any of its assets; (iv) Consents. All governmental and other consents that are required to have been obtained by it with respect to this Agreement or any Credit Support Document to which it is a party have been obtained and are in full force and effect and all conditions of any such consents have been complied with; and (v) Obligations Binding. Its obligations under this Agreement and any Credit Support Document to which it is a party constitute its legal, valid and binding obligations, enforceable in accordance with their respective terms (subject to applicable bankruptcy, reorganization, insolvency, moratorium or similar laws affecting creditors’ rights generally and subject, as to enforceability, to equitable principles of general application (regardless of whether enforcement is sought in a proceeding in equity or at law)). (b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Termination Event with respect to it has occurred and is continuing and no such event or circumstance would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party. Copyright © 1992 by International Swaps and Derivatives Association, Inc. 4 NYK 1016921-4.071369.0011 (c) Absence of Litigation. There is not pending or, to its knowledge, threatened against it or any of its Affiliates any action, suit or proceeding at law or in equity or before any court, tribunal, governmental body, agency or official or any arbitrator that is likely to affect the legality, validity or enforceability against it of this Agreement or any Credit Support Document to which it is a party or its ability to perform its obligations under this Agreement or such Credit Support Document. (d) Accuracy of Specified Information. All applicable information that is furnished in writing by or on behalf of it to the other party and is identified for the purpose of this Section 3(d) in the Schedule is, as of the date of the information, true, accurate and complete in every material respect. 4. Agreements Each party agrees with the other that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:— (a) Furnish Specified Information. It will deliver to the other party any forms, documents or certificates specified in the Schedule or any Confirmation by the date specified in the Schedule or such Confirmation or, if none is specified, as soon as reasonably practicable. (b) Maintain Authorizations. It will use all reasonable efforts to maintain in full force and effect all consents of any governmental or other authority that are required to be obtained by it with respect to this Agreement or any Credit Support Document to which it is a party and will use all reasonable efforts to obtain any that may become necessary in the future. (c) Comply with Laws. It will comply in all material respects with all applicable laws and orders to which it may be subject if failure so to comply would materially impair its ability to perform its obligations under this Agreement or any Credit Support Document to which it is a party. 5. Events of Default and Termination Events (a) Events of Default. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any of the following events constitutes an event of default (an “Event of Default”) with respect to such party:— (i) Failure to Pay or Deliver. Failure by the party to make, when due, any payment under this Agreement or delivery under Section 2(a)(i) or 2(d) required to be made by it if such failure is not remedied on or before the third Local Business Day after notice of such failure is given to the party; (ii) Breach of Agreement. Failure by the party to comply with or perform any agreement or obligation (other than an obligation to make any payment under this Agreement or delivery under Section 2(a)(i) or 2(d) or to give notice of a Termination Event) to be complied with or performed by the party in accordance with this Agreement Copyright © 1992 by International Swaps and Derivatives Association, Inc. 5 NYK 1016921-4.071369.0011 if such failure is not remedied on or before the thirtieth day after notice of such failure is given to the party; (iii) Credit Support Default. (1) Failure by the party or any Credit Support Provider of such party to comply with or perform any agreement or obligation to be complied with or performed by it in accordance with any Credit Support Document if such failure is continuing after any applicable grace period has elapsed; (2) the expiration or termination of such Credit Support Document or the failing or ceasing of such Credit Support Document to be in full force and effect for the purpose of this Agreement (in either case other than in accordance with its terms) prior to the satisfaction of all obligations of such party under each Transaction to which such Credit Support Document relates without the written consent of the other party; or (3) the party or such Credit Support Provider disaffirms, disclaims, repudiates or rejects, in whole or in part, or challenges the validity of, such Credit Support Document; (iv) Misrepresentation. A representation made or repeated or deemed to have been made or repeated by the party or any Credit Support Provider of such party in this Agreement or any Credit Support Document proves to have been incorrect or misleading in any material respect when made or repeated or deemed to have been made or repeated; (v) Default under Specified Transaction. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party (1) defaults under a Specified Transaction and, after giving effect to any applicable notice requirement or grace period, there occurs a liquidation of, an acceleration of obligations under, or an early termination of, that Specified Transaction, (2) defaults, after giving effect to any applicable notice requirement or grace period, in making any payment or delivery due on the last payment, delivery or exchange date of, or any payment on early termination of, a Specified Transaction (or such default continues for at least three Local Business Days if there is no applicable notice requirement or grace period) or (3) disaffirms, disclaims, repudiates or rejects, in whole or in part, a Specified Transaction (or such action is taken by any person or entity appointed or empowered to operate it or act on its behalf); (vi) Cross Default. If “Cross Default” is specified in the Schedule as applying to the party, the occurrence or existence of (1) a default, event of default or other similar condition or event (however described) in respect of such party, any Credit Support Provider of such party or any applicable Specified Entity of such party under one or more agreements or instruments relating to Specified Indebtedness of any of them (individually or collectively) in an aggregate amount of not less than the applicable Threshold Amount (as specified in the Schedule) which has resulted in such Specified Indebtedness becoming, or becoming capable at such time of being declared, due and payable under Copyright © 1992 by International Swaps and Derivatives Association, Inc. 6 NYK 1016921-4.071369.0011 such agreements or instruments, before it would otherwise have been due and payable or (2) a default by such party, such Credit Support Provider or such Specified Entity (individually or collectively) in making one or more payments on the due date thereof in an aggregate amount of not less than the applicable Threshold Amount under such agreements or instruments (after giving effect to any applicable notice requirement or grace period); (vii) Bankruptcy. The party, any Credit Support Provider of such party or any applicable Specified Entity of such party:— (1) is dissolved (other than pursuant to a consolidation, amalgamation or merger); (2) becomes insolvent or is unable to pay its debts or fails or admits in writing its inability generally to pay its debts as they become due; (3) makes a general assignment, arrangement or composition with or for the benefit of its creditors; (4) institutes or has instituted against it a proceeding seeking a judgment of insolvency or bankruptcy or any other relief under any bankruptcy or insolvency law or other similar law affecting creditors’ rights, or a petition is presented for its winding-up or liquidation, and, in the case of any such proceeding or petition instituted or presented against it, such proceeding or petition (A) results in a judgment of insolvency or bankruptcy or the entry of an order for relief or the making of an order for its winding-up or liquidation or (B) is not dismissed, discharged, stayed or restrained in each case within 30 days of the institution or presentation thereof; (5) has a resolution passed for its winding- up, official management or liquidation (other than pursuant to a consolidation, amalgamation or merger); (6) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets; (7) has a secured party take possession of all or substantially all its assets or has a distress, execution, attachment, sequestration or other legal process levied, enforced or sued on or against all or substantially all its assets and such secured party maintains possession, or any such process is not dismissed, discharged, stayed or restrained, in each case within 30 days thereafter; (8) causes or is subject to any event with respect to it which, under the applicable laws of any jurisdiction, has an analogous effect to any of the events specified in clauses (1) to (7) (inclusive); or (9) takes any action in furtherance of, or indicating its consent to, approval of, or acquiescence in, any of the foregoing acts; or (viii) Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and, at the time of such consolidation, amalgamation, merger or transfer:— (1) the resulting, surviving or transferee entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by Copyright © 1992 by International Swaps and Derivatives Association, Inc. 7 NYK 1016921-4.071369.0011 operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or (2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving or transferee entity of its obligations under this Agreement. (b) Termination Events. The occurrence at any time with respect to a party or, if applicable, any Credit Support Provider of such party or any Specified Entity of such party of any event specified below constitutes an Illegality if the event is specified in (i) below, and, if specified to be applicable, a Credit Event Upon Merger if the event is specified pursuant to (ii) below or an Additional Termination Event if the event is specified pursuant to (iii) below:— (i) Illegality. Due to the adoption of, or any change in, any applicable law after the date on which a Transaction is entered into, or due to the promulgation of, or any change in, the interpretation by any court, tribunal or regulatory authority with competent jurisdiction of any applicable law after such date, it becomes unlawful (other than as a result of a breach by the party of Section 4(b)) for such party (which will be the Affected Party):— (1) to perform any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of such Transaction or to comply with any other material provision of this Agreement relating to such Transaction; or (2) to perform, or for any Credit Support Provider of such party to perform, any contingent or other obligation which the party (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction; (ii) Credit Event Upon Merger. If “Credit Event Upon Merger” is specified in the Schedule as applying to the party, such party (“X”), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving or transferee entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or (iii) Additional Termination Event. If any “Additional Termination Event” is specified in the Schedule or any Confirmation as applying, the occurrence of such event (and, in such event, the Affected Party or Affected Parties shall be as specified for such Additional Termination Event in the Schedule or such Confirmation). (c) Event of Default and Illegality. If an event or circumstance which would otherwise constitute or give rise to an Event of Default also constitutes an Illegality, it will be treated as an Illegality and will not constitute an Event of Default. Copyright © 1992 by International Swaps and Derivatives Association, Inc. 8 NYK 1016921-4.071369.0011 6. Early Termination (a) Right to Terminate Following Event of Default. If at any time an Event of Default with respect to a party (the “Defaulting Party”) has occurred and is then continuing, the other party (the “Non-defaulting Party”) may, by not more than 20 days notice to the Defaulting Party specifying the relevant Event of Default, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all outstanding Transactions. If, however, “Automatic Early Termination” is specified in the Schedule as applying to a party, then an Early Termination Date in respect of all outstanding Transactions will occur immediately upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(1), (3), (5), (6) or, to the extent analogous thereto, (8), and as of the time immediately preceding the institution of the relevant proceeding or the presentation of the relevant petition upon the occurrence with respect to such party of an Event of Default specified in Section 5(a)(vii)(4) or, to the extent analogous thereto, (8). (b) Right to Terminate Following Termination Event. (i) Notice. If a Termination Event occurs, an Affected Party will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Termination Event and each Affected Transaction and will also give such other information about that Termination Event as the other party may reasonably require. (ii) Two Affected Parties. If an Illegality under Section 5(b)(i)(1) occurs and there are two Affected Parties, each party will use all reasonable efforts to reach agreement within 30 days after notice thereof is given under Section 6(b)(i) on action to avoid that Termination Event. (iii) Right to Terminate. If:— (1) an agreement under Section 6(b)(ii) has not been effected with respect to all Affected Transactions within 30 days after an Affected Party gives notice under Section 6(b)(i); or (2) an Illegality other than that referred to in Section 6(b)(ii), a Credit Event Upon Merger or an Additional Termination Event occurs, either party in the case of an Illegality, any Affected Party in the case of an Additional Termination Event if there is more than one Affected Party, or the party which is not the Affected Party in the case of a Credit Event Upon Merger or an Additional Termination Event if there is only one Affected Party may, by not more than 20 days notice to the other party and provided that the relevant Termination Event is then continuing, designate a day not earlier than the day such notice is effective as an Early Termination Date in respect of all Affected Transactions. (c) Effect of Designation. Copyright © 1992 by International Swaps and Derivatives Association, Inc. 9 NYK 1016921-4.071369.0011 (i) If notice designating an Early Termination Date is given under Section 6(a) or (b), the Early Termination Date will occur on the date so designated, whether or not the relevant Event of Default or Termination Event is then continuing. (ii) Upon the occurrence or effective designation of an Early Termination Date, no further payments or deliveries under Section 2(a)(i) or 2(d) in respect of the Terminated Transactions will be required to be made, but without prejudice to the other provisions of this Agreement. The amount, if any, payable in respect of an Early Termination Date shall be determined pursuant to Section 6(e). (d) Calculations. (i) Statement. On or as soon as reasonably practicable following the occurrence of an Early Termination Date, each party will make the calculations on its part, if any, contemplated by Section 6(e) and will provide to the other party a statement (1) showing, in reasonable detail, such calculations (including all relevant quotations and specifying any amount payable under Section 6(e)) and (2) giving details of the relevant account to which any amount payable to it is to be paid. In the absence of written confirmation from the source of a quotation obtained in determining a Market Quotation, the records of the party obtaining such quotation will be conclusive evidence of the existence and accuracy of such quotation. (ii) Payment Date. An amount calculated as being due in respect of any Early Termination Date under Section 6(e) will be payable on the day that notice of the amount payable is effective (in the case of an Early Termination Date which is designated or occurs as a result of an Event of Default) and on the day which is two Local Business Days after the day on which notice of the amount payable is effective (in the case of an Early Termination Date which is designated as a result of a Termination Event). Such amount will be paid together with (to the extent permitted under applicable law) interest thereon (before as well as after judgment), from (and including) the relevant Early Termination Date to (but excluding) the date such amount is paid, at the Applicable Rate. Such interest will be calculated on the basis of daily compounding and the actual number of days elapsed. (e) Payments on Early Termination. If an Early Termination Date occurs, the following provisions shall apply based on the parties’ election in the Schedule of a payment measure, either “Market Quotation” or “Loss,” and a payment method, either the “First Method” or the “Second Method.” If the parties fail to designate a payment measure or payment method in the Schedule, it will be deemed that “Market Quotation” or the “Second Method,” as the case may be, shall apply. The amount, if any, payable in respect of an Early Termination Date and determined pursuant to this Section will be subject to any Set-off. (i) Events of Default. If the Early Termination Date results from an Event of Default:— Copyright © 1992 by International Swaps and Derivatives Association, Inc. 10 NYK 1016921-4.071369.0011 (1) First Method and Market Quotation. If the First Method and Market Quotation apply, the Defaulting Party will pay to the Non-defaulting Party the excess, if a positive number, of (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Unpaid Amounts owing to the Non-defaulting Party over (B) the Unpaid Amounts owing to the Defaulting Party. (2) First Method and Loss. If the First Method and Loss apply, the Defaulting Party will pay to the Non-defaulting Party, if a positive number, the Non- defaulting Party’s Loss in respect of this Agreement. (3) Second Method and Market Quotation. If the Second Method and Market Quotation apply, an amount will be payable equal to (A) the sum of the Settlement Amount (determined by the Non-defaulting Party) in respect of the Terminated Transactions and the Unpaid Amounts owing to the Non-defaulting Party less (B) the Unpaid Amounts owing to the Defaulting Party. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party. (4) Second Method and Loss. If the Second Method and Loss apply, an amount will be payable equal to the Non-defaulting Party’s Loss in respect of this Agreement. If that amount is a positive number, the Defaulting Party will pay it to the Non-defaulting Party; if it is a negative number, the Non-defaulting Party will pay the absolute value of that amount to the Defaulting Party. (ii) Termination Events. If the Early Termination Date results from a Termination Event:— (1) One Affected Party. If there is one Affected Party, the amount payable will be determined in accordance with Section 6(e)(i)(3), if Market Quotation applies, or Section 6(e)(i)(4), if Loss applies, except that, in either case, references to the Defaulting Party and to the Non-defaulting Party will be deemed to be references to the Affected Party and the party which is not the Affected Party, respectively, and, if Loss applies and fewer than all the Transactions are being terminated, Loss shall be calculated in respect of all Terminated Transactions. (2) Two Affected Parties. If there are two Affected Parties:— (A) if Market Quotation applies, each party will determine a Settlement Amount in respect of the Terminated Transactions, and an amount will be payable equal to (I) the sum of (a) one-half of the difference between the Settlement Amount of the party with the higher Settlement Amount (“X”) and the Settlement Amount of the party with the lower Settlement Amount (“Y”) and (b) the Unpaid Amounts owing to X less (II) the Unpaid Amounts owing to Y; and Copyright © 1992 by International Swaps and Derivatives Association, Inc. 11 NYK 1016921-4.071369.0011 (B) if Loss applies, each party will determine its Loss in respect of this Agreement (or, if fewer than all the Transactions are being terminated, in respect of all Terminated Transactions) and an amount will be payable equal to one-half of the difference between the Loss of the party with the higher Loss (“X”) and the Loss of the party with the lower Loss (“Y”). If the amount payable is a positive number, Y will pay it to X; if it is a negative number, X will pay the absolute value of that amount to Y. (iii) Adjustment for Bankruptcy. In circumstances where an Early Termination Date occurs because “Automatic Early Termination” applies in respect of a party, the amount determined under this Section 6(e) will be subject to such adjustments as are appropriate and permitted by law to reflect any payments or deliveries made by one party to the other under this Agreement (and retained by such other party) during the period from the relevant Early Termination Date to the date for payment determined under Section 6(d)(ii). (iv) Pre-Estimate. The parties agree that if Market Quotation applies an amount recoverable under this Section 6(e) is a reasonable pre-estimate of loss and not a penalty. Such amount is payable for the loss of bargain and the loss of protection against future risks and except as otherwise provided in this Agreement neither party will be entitled to recover any additional damages as a consequence of such losses. 7. Transfer Neither this Agreement nor any interest or obligation in or under this Agreement may be transferred (whether by way of security or otherwise) by either party without the prior written consent of the other party, except that:— (a) a party may make such a transfer of this Agreement pursuant to a consolidation or amalgamation with, or merger with or into, or transfer of all or substantially all of its assets to, another entity (but without prejudice to any other right or remedy under this Agreement); and (b) a party may make such a transfer of all or any part of its interest in any amount payable to it from a Defaulting Party under Section 6(e). Any purported transfer that is not in compliance with this Section will be void. 8. Miscellaneous (a) Entire Agreement. This Agreement constitutes the entire agreement and understanding of the parties with respect to its subject matter and supersedes all oral communication and prior writings with respect thereto. (b) Amendments. No amendment, modification or waiver in respect of this Agreement will be effective unless in writing (including a writing evidenced by a facsimile transmission) and Copyright © 1992 by International Swaps and Derivatives Association, Inc. 12 NYK 1016921-4.071369.0011 executed by each of the parties or confirmed by an exchange of telexes or electronic messages on an electronic messaging system. (c) Survival of Obligations. Without prejudice to Sections 2(a)(iii) and 6(c)(ii), the obligations of the parties under this Agreement will survive the termination of any Transaction. (d) Remedies Cumulative. Except as provided in this Agreement, the rights, powers, remedies and privileges provided in this Agreement are cumulative and not exclusive of any rights, powers, remedies and privileges provided by law. (e) Counterparts and Confirmations. (i) This Agreement (and each amendment, modification and waiver in respect of it) may be executed and delivered in counterparts (including by facsimile transmission), each of which will be deemed an original. (ii) The parties intend that they are legally bound by the terms of each Transaction from the moment they agree to those terms (whether orally or otherwise). A Confirmation shall be entered into as soon as practicable and may be executed and delivered in counterparts (including by facsimile transmission) or be created by an exchange of telexes or by an exchange of electronic messages on an electronic messaging system, which in each case will be sufficient for all purposes to evidence a binding supplement to this Agreement. The parties will specify therein or through another effective means that any such counterpart, telex or electronic message constitutes a Confirmation. (f) No Waiver of Rights. A failure or delay in exercising any right, power or privilege in respect of this Agreement will not be presumed to operate as a waiver, and a single or partial exercise of any right, power or privilege will not be presumed to preclude any subsequent or further exercise, of that right, power or privilege or the exercise of any other right, power or privilege. (g) Headings. The headings used in this Agreement are for convenience of reference only and are not to affect the construction of or to be taken into consideration in interpreting this Agreement. 9. Expenses A Defaulting Party will, on demand, indemnify and hold harmless the other party for and against all reasonable out-of-pocket expenses, including legal fees, incurred by such other party by reason of the enforcement and protection of its rights under this Agreement or any Credit Support Document to which the Defaulting Party is a party or by reason of the early termination of any Transaction, including, but not limited to, costs of collection. 10. Notices Copyright © 1992 by International Swaps and Derivatives Association, Inc. 13 NYK 1016921-4.071369.0011 (a) Effectiveness. Any notice or other communication in respect of this Agreement may be given in any manner set forth below (except that a notice or other communication under Section 5 or 6 may not be given by facsimile transmission or electronic messaging system) to the address or number or in accordance with the electronic messaging system details provided (see the Schedule) and will be deemed effective as indicated:— (i) if in writing and delivered in person or by courier, on the date it is delivered; (ii) if sent by telex, on the date the recipient’s answerback is received; (iii) if sent by facsimile transmission, on the date that transmission is received by a responsible employee of the recipient in legible form (it being agreed that the burden of proving receipt will be on the sender and will not be met by a transmission report generated by the sender’s facsimile machine); (iv) if sent by certified or registered mail (airmail, if overseas) or the equivalent (return receipt requested), on the date that mail is delivered or its delivery is attempted; or (v) if sent by electronic messaging system, on the date that electronic message is received, (vi) unless the date of that delivery (or attempted delivery ) or that receipt, as applicable, is not a Local Business Day or that communication is delivered (or attempted) or received, as applicable, after the close of business on a Local Business Day, in which case that communication shall be deemed given and effective on the first following day that is a Local Business Day. (b) Change of Addresses. Either party may by notice to the other change the address, telex or facsimile number or electronic messaging system details at which notices or other communications are to be given to it. 11. Governing Law and Jurisdiction (a) Governing Law. This Agreement will be governed by and construed in accordance with the law specified in the Schedule. (b) Jurisdiction. With respect to any suit, action or proceedings relating to this Agreement (“Proceedings”), each party irrevocably:— (i) submits to the jurisdiction of the English courts, if this Agreement is expressed to be governed by English law, or to the non-exclusive jurisdiction of the courts of the State of New York and the United States District Court located in the Borough of Manhattan in New York City, if this Agreement is expressed to be governed by the laws of the State of New York; and (ii) waives any objection which it may have at any time to the laying of venue of any Proceedings brought in any such court, waives any claim that such Proceedings have Copyright © 1992 by International Swaps and Derivatives Association, Inc. 14 NYK 1016921-4.071369.0011 been brought in an inconvenient forum and further waives the right to object, with respect to such Proceedings, that such court does not have any jurisdiction over such party. Nothing in this Agreement precludes either party from bringing Proceedings in any other jurisdiction (outside, if this Agreement is expressed to be governed by English law, the Contracting States, as defined in Section 1(3) of the Civil Jurisdiction and Judgments Act 1982 or any modification, extension or re-enactment thereof for the time being in force) nor will the bringing of Proceedings in any one or more jurisdictions preclude the bringing of Proceedings in any other jurisdiction. (c) Waiver of Immunities. Each party irrevocably waives, to the fullest extent permitted by applicable law, with respect to itself and its revenues and assets (irrespective of their use or intended use), all immunity on the grounds of sovereignty or other similar grounds from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) and (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be entitled in any Proceedings in the courts of any jurisdiction and irrevocably agrees, to the extent permitted by applicable law, that it will not claim any such immunity in any Proceedings. 12. Definitions As used in this Agreement:— “Additional Termination Event” has the meaning specified in Section 5(b). “Affected Party” has the meaning specified in Section 5(b). “Affected Transactions” means (a) with respect to any Termination Event consisting of an Illegality, all Transactions affected by the occurrence of such Termination Event and (b) with respect to any other Termination Event, all Transactions. “Affiliate” means, subject to the Schedule, in relation to any person, any entity controlled, directly or indirectly, by the person, any entity that controls, directly or indirectly, the person or any entity directly or indirectly under common control with the person. For this purpose, “control” of any entity or person means ownership of a majority of the voting power of the entity or person. “Applicable Rate” means:— (a) in respect of obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Defaulting Party, the Default Rate; (b) in respect of an obligation to pay an amount under Section 6(e) of either party from and after the date (determined in accordance with Section 6(d)(ii)) on which that amount is payable, the Default Rate; Copyright © 1992 by International Swaps and Derivatives Association, Inc. 15 NYK 1016921-4.071369.0011 (c) in respect of all other obligations payable or deliverable (or which would have been but for Section 2(a)(iii)) by a Non-defaulting Party, the Non-default Rate; and (d) in all other cases, the Termination Rate. “consent” includes a consent, approval, action, authorization, exemption, notice, filing, registration or exchange control consent. “Credit Event Upon Merger” has the meaning specified in Section 5(b). “Credit Support Document” means any agreement or instrument that is specified as such in this Agreement. “Credit Support Provider” has the meaning specified in the Schedule. “Default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the relevant payee (as certified by it) if it were to fund or of funding the relevant amount plus 1% per annum. “Defaulting Party” has the meaning specified in Section 6(a). “Early Termination Date” means the date determined in accordance with Section 6(a) or 6(b)(iii). “Event of Default” has the meaning specified in Section 5(a) and, if applicable, in the Schedule. “Illegality” has the meaning specified in Section 5(b). “law” includes any treaty, law, rule or regulation and “lawful” and “unlawful” will be construed accordingly. “Local Business Day” means, subject to the Schedule, a day on which commercial banks are open for business (including dealings in foreign exchange and foreign currency deposits) (a) in relation to any obligation under Section 2(a)(i), in the place(s) specified in the relevant Confirmation or, if not so specified, as otherwise agreed by the parties in writing or determined pursuant to provisions contained, or incorporated by reference, in this Agreement, (b) in relation to any other payment, in the place where the relevant account is located, (c) in relation to any notice or other communication, including notice contemplated under Section 5(a)(i), in the city specified in the address for notice provided by the recipient and, in the case of a notice contemplated by Section 2(b), in the place where the relevant new account is to be located and (d) in relation to Section 5(a)(v)(2), in the relevant locations for performance with respect to such Specified Transaction. “Loss” means, with respect to this Agreement or one or more Terminated Transactions, as the case may be, and a party, an amount that party reasonably determines in good faith to be its total losses and costs (or gain, in which case expressed as a negative number) in connection with this Agreement or that Terminated Transaction or group of Terminated Transactions, as the case may Copyright © 1992 by International Swaps and Derivatives Association, Inc. 16 NYK 1016921-4.071369.0011 be, including any loss of bargain, cost of funding or, at the election of such party but without duplication, loss or cost incurred as a result of its terminating, liquidating, obtaining or reestablishing any hedge or related trading position (or any gain resulting from any of them). Loss includes losses and costs (or gains) in respect of any payment or delivery required to have been made (assuming satisfaction of each applicable condition precedent) on or before the relevant Early Termination Date and not made, except, so as to avoid duplication, if Section 6(e)(i)(1) or (3) or 6(e)(ii)(2)(A) applies. Loss does not include a party’s legal fees and out-of- pocket expenses referred to under Section 9. A party will determine its Loss as of the relevant Early Termination Date, or, if that is not reasonably practicable, as of the earliest date thereafter as is reasonably practicable. A party may (but need not) determine its Loss by reference to quotations of relevant rates or prices from one or more leading dealers in the relevant markets. “Market Quotation” means, with respect to one or more Terminated Transactions and a party making the determination, an amount determined on the basis of quotations from Reference Market-makers. Each quotation will be for an amount, if any, that would be paid to such party (expressed as a negative number) or by such party (expressed as a positive number) in consideration of an agreement between such party (taking into account any existing Credit Support Document with respect to the obligations of such party) and the quoting Reference Market-maker to enter into a transaction (the “Replacement Transaction”) that would have the effect of preserving for such party the economic equivalent of any payment or delivery (whether the underlying obligation was absolute or contingent and assuming the satisfaction of each applicable condition precedent) by the parties under Section 2(a)(i) in respect of such Terminated Transaction or group of Terminated Transactions that would, but for the occurrence of the relevant Early Termination Date, have been required after that date. For this purpose, Unpaid Amounts in respect of the Terminated Transaction or group of Terminated Transactions are to be excluded but, without limitation, any payment or delivery that would, but for the relevant Early Termination Date, have been required (assuming satisfaction of each applicable condition precedent) after that Early Termination Date is to be included. The Replacement Transaction would be subject to such documentation as such party and the Reference Market-maker may, in good faith, agree. The party making the determination (or its agent) will request each Reference Market-maker to provide its quotation to the extent reasonably practicable as of the same day and time (without regard to different time zones) on or as soon as reasonably practicable after the relevant Early Termination Date. The day and time as of which those quotations are to be obtained will be selected in good faith by the party obliged to make a determination under Section 6(e), and, if each party is so obliged, after consultation with the other. If more than three quotations are provided, the Market Quotation will be the arithmetic mean of the quotations, without regard to the quotations having the highest and lowest values. If exactly three such quotations are provided, the Market Quotation will be the quotation remaining after disregarding the highest and lowest quotations. For this purpose, if more than one quotation has the same highest value or lowest value, then one of such quotations shall be disregarded. If fewer than three quotations are provided, it will be deemed that the Market Quotation in respect of such Terminated Transaction or group of Terminated Transactions cannot be determined. “Non-default Rate” means a rate per annum equal to the cost (without proof or evidence of any actual cost) to the Non-defaulting Party (as certified by it) if it were to fund the relevant amount. Copyright © 1992 by International Swaps and Derivatives Association, Inc. 17 NYK 1016921-4.071369.0011 “Non-defaulting Party” has the meaning specified in Section 6(a). “Potential Event of Default” means any event which, with the giving of notice or the lapse of time or both, would constitute an Event of Default. “Reference Market-makers” means four leading dealers in the relevant market selected by the party determining a Market Quotation in good faith (a) from among dealers of the highest credit standing which satisfy all the criteria that such party applies generally at the time in deciding whether to offer or to make an extension of credit and (b) to the extent practicable, from among such dealers having an office in the same city. “Scheduled Payment Date” means a date on which a payment or delivery is to be made under Section 2(a)(i) with respect to a Transaction. “Set-off” means set-off, offset, combination of accounts, right of retention or withholding or similar right or requirement to which the payer of an amount under Section 6 is entitled or subject (whether arising under this Agreement, another contract, applicable law or otherwise) that is exercised by, or imposed on, such payer. “Settlement Amount” means, with respect to a party and any Early Termination Date, the sum of:— (a) the Market Quotations (whether positive or negative) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation is determined; and (b) such party’s Loss (whether positive or negative and without reference to any Unpaid Amounts) for each Terminated Transaction or group of Terminated Transactions for which a Market Quotation cannot be determined or would not (in the reasonable belief of the party making the determination) produce a commercially reasonable result. “Specified Entity” has the meaning specified in the Schedule. “Specified Indebtedness” means, subject to the Schedule, any obligation (whether present or future, contingent or otherwise, as principal or surety or otherwise) in respect of borrowed money. “Specified Transaction” means, subject to the Schedule, (a) any transaction (including an agreement with respect thereto) now existing or hereafter entered into between one party to this Agreement (or any Credit Support Provider of such party or any applicable Specified Entity of such party) and the other party to this Agreement (or any Credit Support Provider of such other party or any applicable Specified Entity of such other party) which is a rate swap transaction, basis swap, forward rate transaction, commodity swap, commodity option, equity or equity index swap, equity or equity index option, bond option, interest rate option, foreign exchange transaction, cap transaction, floor transaction, collar transaction, currency swap transaction, cross-currency rate swap transaction, currency option or any other similar transaction (including any option with respect to any of these transactions), (b) any combination of these transactions Copyright © 1992 by International Swaps and Derivatives Association, Inc. 18 NYK 1016921-4.071369.0011 and (c) any other transaction identified as a Specified Transaction in this Agreement or the relevant confirmation. “Terminated Transactions” means with respect to any Early Termination Date (a) if resulting from a Termination Event, all Affected Transactions and (b) if resulting from an Event of Default, all Transactions (in either case) in effect immediately before the effectiveness of the notice designating that Early Termination Date (or, if “Automatic Early Termination” applies, immediately before that Early Termination Date). “Termination Event” means an Illegality or, if specified to be applicable, a Credit Event Upon Merger or an Additional Termination Event. “Termination Rate” means a rate per annum equal to the arithmetic mean of the cost (without proof or evidence of any actual cost) to each party (as certified by such party) if it were to fund or of funding such amounts. “Unpaid Amounts” owing to any party means, with respect to an Early Termination Date, the aggregate of (a) in respect of all Terminated Transactions, the amounts that became payable (or that would have become payable but for Section 2(a)(iii)) to such party under Section 2(a)(i) on or prior to such Early Termination Date and which remain unpaid as at such Early Termination Date and (b) in respect of each Terminated Transaction, for each obligation under Section 2(a)(i) which was (or would have been but for Section 2(a)(iii)) required to be settled by delivery to such party on or prior to such Early Termination Date and which has not been so settled as at such Early Termination Date, an amount equal to the fair market value of that which was (or would have been) required to be delivered as of the originally scheduled date for delivery, in each case together with (to the extent permitted under applicable law) interest, in the currency of such amounts, from (and including) the date such amounts or obligations were or would have been required to have been paid or performed to (but excluding) such Early Termination Date, at the Applicable Rate. Such amounts of interest will be calculated on the basis of daily compounding and the actual number of days elapsed. The fair market value of any obligation referred to in clause (b) above shall be reasonably determined by the party obliged to make the determination under Section 6(e) or, if each party is so obliged, it shall be the average of the fair market values reasonably determined by both parties. 1 NYK 1016921-4.071369.0011 IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document. By:_______________________________ Name: Title: Date: By:_______________________________ Name: Title: Date: #9285023v1 RESOLUTION ADOPTING AND APPROVING INTEREST RATE MANAGEMENT PLAN WHEREAS, Augusta, Georgia (the “Consolidated Government”) desires to enter into “qualified interest rate management agreements,” as defined in Section 36-82-250(7) of the Official Code of Georgia Annotated; and WHEREAS, Section 36-82-252(a) of the Official Code of Georgia Annotated provides that, prior to executing and delivering a qualified interest rate management agreement, the Consolidated Government shall have adopted an “interest rate management plan,” which is defined as a written plan prepared or reviewed by an independent financial adviser with respect to qualified interest rate management agreements of the Consolidated Government, which plan has been approved by the governing body of the Consolidated Government and which includes: (1) an analysis of the interest rate risk, basis risk, termination risk, credit risk, market-access risk, and other risks to the Consolidated Government entering into qualified interest rate management agreements; (2) the Consolidated Government’s procedure for approving and executing qualified interest rate management agreements; (3) the Consolidated Government’s plan to monitor interest rate risk, basis risk, termination risk, credit risk, market-access risk, and other risks; (4) the Consolidated Government’s procedure for maintaining current records of all qualified interest rate management agreements that have been approved and executed; and (5) such other provisions as may from time to time be required by the governing body of the Consolidated Government, including but not limited to, additional provisions due to changes in market conditions for qualified interest rate management agreements; and WHEREAS, Section 36-82-250(3) of the Official Code of Georgia Annotated defines “independent financial adviser” to mean a person or entity experienced in the financial aspects and risks of qualified interest rate management agreements that is retained by the Consolidated Government to render advice with respect to a qualified interest rate management agreement and that may not be the counterparty or an affiliate or agent of the counterparty on a qualified interest rate management agreement with respect to which the independent financial adviser is advising the Consolidated Government; and WHEREAS, the Consolidated Government has retained Investment Management Advisory Group, Inc., Pottstown, Pennsylvania (the “Hedge Advisor”) to prepare an interest rate management plan for the Consolidated Government; and -2- WHEREAS, the Hedge Advisor has prepared an interest rate management plan (the “Hedge Plan”) for the Consolidated Government, which has been filed with the Consolidated Government; and WHEREAS, after careful study and investigation, the Augusta-Richmond County Commission desires to adopt and approve the Hedge Plan; NOW, THEREFORE, BE IT RESOLVED by the Augusta-Richmond County Commission as follows: 1. The Hedge Plan, which has been filed with the Consolidated Government, is hereby adopted and approved. 2. This Resolution and the Hedge Plan, as approved by this Resolution, which is hereby incorporated in this Resolution by this reference thereto, shall be placed on file at the office of the Consolidated Government and made available for public inspection by any interested party immediately following the passage and approval of this Resolution. PASSED, ADOPTED, SIGNED, APPROVED, AND EFFECTIVE this 2nd day of May 2006. AUGUSTA, GEORGIA (SEAL) By: Mayor Attest: Clerk of Commission CLERK OF COMMISSION’S CERTIFICATE I, LENA J. BONNER, the duly appointed, qualified, and acting Clerk of Commission of the Augusta-Richmond County Commission (the “Commission”), DO HEREBY CERTIFY that the foregoing pages of typewritten matter constitute a true and correct copy of a resolution adopted on May 2, 2006, by the Commission in a meeting duly called and assembled in accordance with applicable laws and with the procedures of the Commission, by a vote of _____Yea and _____ Nay, which meeting was open to the public and at which a quorum was present and acting throughout, and that the original of the foregoing resolution appears of public record in the Minute Book of the Commission, which is in my custody and control. GIVEN under my hand and the seal of Augusta, Georgia, this ____ day of May 2006. (SEAL) Clerk of Commission, Augusta, Georgia #9285130v1 SUPPLEMENTAL BOND RESOLUTION A SUPPLEMENTAL BOND RESOLUTION TO RATIFY, REAFFIRM, AND SUPPLEMENT THAT CERTAIN BOND RESOLUTION ADOPTED ON OCTOBER 21, 1996, AS SUPPLEMENTED AND AMENDED BY THAT CERTAIN SUPPLEMENTAL RESOLUTION ADOPTED ON DECEMBER 3, 1996, THAT CERTAIN SUPPLEMENTAL RESOLUTION ADOPTED ON DECEMBER 17, 1996, THAT CERTAIN PARITY BOND RESOLUTION ADOPTED ON AUGUST 22, 2000, THAT CERTAIN SUPPLEMENTAL RESOLUTION ADOPTED ON SEPTEMBER 15, 2000, THAT CERTAIN PARITY BOND RESOLUTION ADOPTED ON MAY 30, 2002, THAT CERTAIN SUPPLEMENTAL RESOLUTION ADOPTED ON JUNE 21, 2002, THAT CERTAIN SUPPLEMENTAL BOND RESOLUTION ADOPTED ON MAY 4, 2004, THAT CERTAIN SUPPLEMENTAL BOND RESOLUTION ADOPTED ON JUNE 1, 2004, THAT CERTAIN SUPPLEMENTAL BOND RESOLUTION ADOPTED ON JUNE 15, 2004, AND THAT CERTAIN SUPPLEMENTAL BOND RESOLUTION ADOPTED ON NOVEMBER 23, 2004; TO PROVIDE FOR THE EXECUTION AND DELIVERY BY AUGUSTA, GEORGIA OF AN INTEREST RATE SWAP AGREEMENT FOR THE PURPOSE OF HEDGING A PORTION OF ITS WATER AND SEWERAGE REVENUE BONDS, SERIES ________; AND FOR OTHER RELATED PURPOSES. WHEREAS, Augusta, Georgia (the “Consolidated Government”), by a Bond Resolution duly and validly adopted on October 21, 1996, as supplemented and amended by Supplemental Resolutions duly and validly adopted on December 3, 1996 and December 17, 1996 (collectively the “Master Resolution”), authorized, issued, and delivered $62,880,000 in original aggregate principal amount of its Water and Sewerage Revenue Refunding and Improvement Bonds, Series 1996A (the “Series 1996A Bonds”), now outstanding in the aggregate principal amount of $57,260,000, authorized, issued, and delivered $3,760,000 in original aggregate principal amount of its Water and Sewerage Revenue Refunding Bonds, Series 1996B (the “Series 1996B Bonds”), none of which are presently outstanding, and authorized, issued, and delivered $5,910,000 in original aggregate principal amount of its Water and Sewerage Revenue Refunding Bonds, Series 1997 (the “Series 1997 Bonds”), now outstanding in the aggregate principal amount of $4,530,000; and WHEREAS, terms used in this Supplemental Bond Resolution and not otherwise defined herein shall have the meaning assigned to such terms in the Master Resolution, as supplemented and amended as hereinafter described; and -2- WHEREAS, under the terms of the Master Resolution, the Series 1996A Bonds, the Series 1996B Bonds, and the Series 1997 Bonds are special limited obligations of the Consolidated Government payable solely from and secured by a first priority pledge of and lien on the Pledged Revenues; and WHEREAS, the Master Resolution provides for the issuance under certain conditions of additional revenue bonds payable from and secured by Pledged Revenues and ranking on a parity as to the pledge of and lien on the Pledged Revenues with the Series 1996A Bonds, the Series 1996B Bonds, and the Series 1997 Bonds; and WHEREAS, pursuant to the terms of the Master Resolution, the Consolidated Government, by a Parity Bond Resolution duly and validly adopted on August 22, 2000, as supplemented and amended by a Supplemental Resolution duly and validly adopted on September 15, 2000 (collectively the “Series 2000 Resolution”), authorized, issued, and delivered $97,080,000 in original aggregate principal amount of its Water and Sewerage Revenue Bonds, Series 2000 (the “Series 2000 Bonds”), now outstanding in the aggregate principal amount of $97,080,000; and WHEREAS, pursuant to the terms of the Master Resolution, the Consolidated Government, by a Parity Bond Resolution duly and validly adopted on May 30, 2002, as supplemented and amended by a Supplemental Resolution duly and validly adopted on June 21, 2002 (collectively the “Series 2002 Resolution”), authorized, issued, and delivered $149,400,000 in original aggregate principal amount of its Water and Sewerage Revenue Bonds, Series 2002 (the “Series 2002 Bonds”), now outstanding in the aggregate principal amount of $146,385,000; and WHEREAS, pursuant to the terms of the Master Resolution, the Consolidated Government, by Supplemental Bond Resolutions duly and validly adopted on May 4, 2004, June 1, 2004, June 15, 2004, and November 23, 2004 (collectively the “Series 2004 Resolution”), authorized, but did not issue and deliver, not to exceed $65,000,000 in original aggregate principal amount of its Water and Sewerage Revenue Refunding Bonds, Auction Rate Series 2006 (the “Series 2006 Bonds”), authorized, but did not issue and deliver, not to exceed $160,000,000 in original aggregate principal amount of its Water and Sewerage Revenue Bonds, Series 2004, and authorized, issued, and delivered $160,000,000 in original aggregate principal amount of its Water and Sewerage Revenue Bonds, Series 2004 (the “Series 2004 Bonds”), now outstanding in the aggregate principal amount of $160,000,000; and WHEREAS, the Series 2000 Bonds, the Series 2002 Bonds, and the Series 2004 Bonds are parity bonds payable from and secured by Pledged Revenues and rank on a parity as to the pledge of and lien on the Pledged Revenues with the Series 1996A Bonds, the Series 1996B Bonds, and the Series 1997 Bonds; and WHEREAS, on May 2, 2006, the Consolidated Government adopted and approved an interest rate management plan (the “Hedge Plan”) pursuant to Section 36-82-252(a) of the Official Code of Georgia Annotated; and -3- WHEREAS, the Consolidated Government has determined to enter into an ISDA Master Agreement, a U.S. Municipal Counterparty Schedule to the ISDA Master Agreement, and a Credit Support Annex to the Schedule to the ISDA Master Agreement with Deutsche Bank AG, acting through its New York Branch (the “2006 Hedge Provider”), to be supplemented by a Confirmation of Transaction relating to $160,000,000 in aggregate principal amount of the Series 2004 Bonds, each to be entered into between the Consolidated Government and the 2006 Hedge Provider (collectively the “2006 Hedge Agreement”), the forms of which have been filed with the Consolidated Government; and WHEREAS, under the terms of the 2006 Hedge Agreement, on a basis determined by reference to notional amounts corresponding in amount and date to the principal maturities of the Series 2004 Bonds, (1) the 2006 Hedge Provider will agree to pay the Consolidated Government a semi-annual floating amount based on a percentage of LIBOR ranging from ___% to ___%, to be determined by the Mayor of the Consolidated Government, to be evidenced by his execution of the 2006 Hedge Agreement, and (2) the Consolidated Government will agree to pay the 2006 Hedge Provider a semi-annual floating amount based on the BMA Municipal Swap Index; and WHEREAS, under the terms of the Master Resolution, as supplemented and amended by the Series 2000 Resolution, the Series 2002 Resolution, and the Series 2004 Resolution (collectively the “Prior Resolution”), the obligations of the Consolidated Government under the 2006 Hedge Agreement will be limited recourse obligations payable solely from and secured by a pledge of and lien on the Pledged Revenues, ranking junior and subordinate in lien and right of payment to the obligation of the Consolidated Government to make payments to the Sinking Fund with respect to Bonds; and WHEREAS, the 2006 Hedge Agreement complies with the applicable provisions of the Prior Resolution and is in compliance with the Hedge Plan, and the 2006 Hedge Provider meets the requirements of Section 36-82-250(1) of the Official Code of Georgia Annotated; and WHEREAS, after careful study and investigation, the Consolidated Government desires to enter into the 2006 Hedge Agreement to effectuate the transactions described above; NOW, THEREFORE, BE IT RESOLVED by the Augusta-Richmond County Commission as follows: 1. It is hereby found, ascertained, determined, and declared that: (a) the 2006 Hedge Agreement is in compliance with the Hedge Plan and is designed to manage interest rate risk or interest cost of the Series 2004 Bonds; (b) the 2006 Hedge Provider meets the requirements of Section 36-82-250(1) of the Official Code of Georgia Annotated; (c) a term equal to the maturities of the Series 2004 Bonds, which are longer than ten years, is hereby approved for the 2006 Hedge Agreement, in order to hedge the Series 2004 Bonds; and -4- (d) the 2006 Hedge Agreement is hereby designated and shall constitute a “Hedge Agreement” under the Prior Resolution. 2. The Consolidated Government hereby creates and establishes within the Hedge Payments Fund a separate account designated as the “2006 Hedge Payments Account.” After there have been paid from the Revenue Fund in each month all amounts required or permitted to be paid pursuant to Sections 19 and 20 of the Series 2004 Resolution there shall be paid from the Revenue Fund to the 2006 Hedge Payments Account an amount sufficient, taking into account amounts on deposit therein, to pay the amounts due the 2006 Hedge Provider under the 2006 Hedge Agreement (other than payments upon early termination thereof). The Consolidated Government shall notify the Custodian in writing of the amounts required to be deposited to the 2006 Hedge Payments Account. 3. The form, terms, and conditions and the execution, delivery, and performance of the 2006 Hedge Agreement, which has been filed with the Consolidated Government, are hereby approved and authorized. The 2006 Hedge Agreement shall be in substantially the form submitted to the Consolidated Government with such changes, corrections, deletions, insertions, variations, additions, or omissions as may be approved by the Mayor of the Consolidated Government, whose approval thereof shall be conclusively evidenced by the execution of the 2006 Hedge Agreement. 4. The Mayor of the Consolidated Government is hereby authorized and directed to execute on behalf of the Consolidated Government the 2006 Hedge Agreement, and the Clerk of Commission is hereby authorized and directed to affix thereto and attest the seal of the Consolidated Government, upon proper execution and delivery by the other party thereto, provided, that in no event shall any such attestation or affixation of the seal of the Consolidated Government be required as a prerequisite to the effectiveness thereof, and the Mayor and Clerk of Commission are authorized and directed to deliver the 2006 Hedge Agreement on behalf of the Consolidated Government to the other party thereto, and to execute and deliver all such other contracts, instruments, documents, affidavits, or certificates and to do and perform all such things and acts as each shall deem necessary or appropriate in furtherance of the transactions authorized by this Supplemental Bond Resolution or contemplated by the 2006 Hedge Agreement. 5. This Supplemental Bond Resolution and the 2006 Hedge Agreement, as approved by this Supplemental Bond Resolution, which is hereby incorporated in this Supplemental Bond Resolution by this reference thereto, shall be placed on file at the office of the Consolidated Government and made available for public inspection by any interested party immediately following the passage and approval of this Supplemental Bond Resolution. 6. This Supplemental Bond Resolution shall take effect immediately upon its adoption. 7. The Consolidated Government hereby confirms the existence and applicability of the Prior Resolution and ratifies, restates, and reaffirms its representations, warranties, covenants, and agreements and all of the applicable terms, conditions, and provisions as set forth in the Prior Resolution and as supplemented by this Supplemental Bond Resolution. Except where otherwise expressly indicated in this Supplemental Bond Resolution, the provisions of the -5- Prior Resolution are to be read as part of this Supplemental Bond Resolution as though copied verbatim herein, and provisions of this Supplemental Bond Resolution shall be read as additions to, and not as substitutes for or modifications of (except as otherwise specifically provided herein), the provisions of the Prior Resolution. Except as expressly amended, modified, or supplemented by this Supplemental Bond Resolution, all of the terms, conditions, and provisions of the Prior Resolution shall remain in full force and effect. In executing and delivering this Supplemental Bond Resolution, the Consolidated Government shall be entitled to all powers, privileges, and immunities afforded to the Consolidated Government and shall be subject to all the duties, responsibilities, and obligations of the Consolidated Government under the Prior Resolution. 8. The 2006 Hedge Provider is deemed to be and is a third party beneficiary of the covenants and agreements of the Consolidated Government contained in the Resolution. 9. Any and all resolutions, or parts of resolutions, if any, in conflict with this Supplemental Bond Resolution are hereby repealed. (SEAL) AUGUSTA, GEORGIA By: Mayor Attest: Clerk of Commission CLERK OF COMMISSION’S CERTIFICATE I, LENA J. BONNER, the duly appointed, qualified, and acting Clerk of Commission of the Augusta-Richmond County Commission (the “Commission”), DO HEREBY CERTIFY that the foregoing pages of typewritten matter constitute a true and correct copy of a resolution adopted on May 2, 2006, by the Commission in a meeting duly called and assembled in accordance with applicable laws and with the procedures of the Commission, by a vote of _____Yea and _____ Nay, which meeting was open to the public and at which a quorum was present and acting throughout, and that the original of the foregoing resolution appears of public record in the Minute Book of the Commission, which is in my custody and control. GIVEN under my hand and the seal of Augusta, Georgia, this ____ day of May 2006. (SEAL) Clerk of Commission, Augusta, Georgia 886 Vaughn Road • Pottstown, PA 19465 Telephone (610) 326-4900 • Facsimile (610) 326-4902 TO: City of Augusta, Georgia – Utilities FROM: Investment Management Advisory Group, Inc. DATE: August 22, 2005 RE: Review of Basis Swap Proposal Investment Management Advisory Group, Inc, (“IMAGE”) has been engaged by the City of Augusta, Georgia (the “City”) to provide swap advisory services. In this role, IMAGE will assist the City in the evaluation and review of swap proposals, provide swap structuring advice, assist in the negotiation and preparation of documents, and ultimately provide swap pricing analysis and advice if and when a swap is implemented. The City has asked IMAGE to evaluate and review a basis swap proposal submitted to the City of Augusta, Georgia Utilities (“Utilities”) by Gardnyr Michael Capital, Inc. and Deutsche Bank AG jointly (the “Proposal”). Below is a brief overview of the proposed swap transaction including our analysis of the structure which includes a look at the current market environment for implementation of basis swaps, historic pro-forma cashflow analysis, and a review of the risks which should be considered when contemplating the execution of a basis swap. This review and analysis is limited to the Proposal as it relates to Utilities as a self supporting entity and does not take into account the capital structure and credit profile of each unit of the larger Consolidated Government. OVERVIEW OF STRUCTURE The Proposal suggests that a basis swap (the “Basis Swap”) executed in today’s market would allow Utilities to capitalize on historically high ratios of long-term tax-exempt to taxable interest rates to produce positive future cashflows. Furthermore, by matching the amortization of the Basis Swap to that of the Water and Sewer Revenue Bonds, Series of 2004 (the “Bonds”) such cashflow benefits could be used to supplement or reduce the cost of borrowing on the Bonds. If executed, the swap would require Utilities to pay to Deutsche Bank AG, the Bond Market Association Municipal Swap Index (“BMA”, a tax-exempt variable rate) and receive in return from Deutsche Bank AG 67% of USD-LIBOR-BBA having a one-month maturity (“LIBOR”, a taxable variable rate) plus (i) a fixed spread of 60 basis points, OR (ii) a one-time upfront cash payment of $14 million, OR (iii) a guaranteed annual cash payment of $1 million over the term of the transaction. Although Utilities may pick any of the three alternatives listed above or some combination thereof, for consistency purposes, our review has focused on a structure in which Utilities would receive 67% of LIBOR plus a fixed spread as diagramed below: IMAGE Investment Management Advisory Group, Inc. 886 Vaughn Road • Pottstown, PA 19465 Telephone (610) 326-4900 • Facsimile (610) 326-4902 Basis Swap Cashflow Structure Utilities Deutsche BMA Index LIBOR x 67% Fixed Spread (60bps) Put simply, expected cashflow benefits would be produced when the cashflows received by Utilities (.67*LIBOR + .60%) exceed cashflows payable by Utilities (BMA) under the swap agreement. This structure when analyzed over a 20-year period of historic BMA and LIBOR data would have produced positive cashflows over 93% of the sample period and resulted in approximately $10,000,000 of present value cashflow benefit on the proposed $160 million swap notional amount. The graph below illustrates cashflows on a semi annual basis under the proposed Basis Swap over the past twenty years. HISTORICAL BASIS CAP CASHFLOW (0.20) - 0.20 0.40 0.60 0.80 1.00 1.20 1.40Jul-85Jul-86Jul-87Jul-88Jul-89Jul-90Jul-91Jul-92Jul-93Jul-94Jul-95Jul-96Jul-97Jul-98Jul-99Jul-00Jul-01Jul-02Jul-03Jul-04Jul-05Ba s i s P o i n t s (67% of LIBOR + 60bp) - BMA WHY NOW? Low interest rates prevailing over the past three years have led to a compression in the spread between taxable and tax-exempt interest rates throughout the yield curve. This relationship between tax-exempt and taxable rates is often quoted as a ratio calculated as the tax-exempt rate for any given maturity divided by its taxable counterpart. Therefore, narrowing spreads between tax-exempt and taxable rates result in increases in corresponding ratios. Basis swaps, which derive a large portion of economic value from the ratio of tax-exempt to taxable interest rates, have become more prevalent during this low rate period among tax-exempt issuers looking to benefit from the high ratio environment. How does the level of ratios impact the economics of a basis swap to the Utilities? From the Utilities’ perspective, higher ratios equate to a larger fixed spread component under the proposed Basis Swap and consequently increased expected future cashflow benefits. 886 Vaughn Road • Pottstown, PA 19465 Telephone (610) 326-4900 • Facsimile (610) 326-4902 The graph below shows the current tax-exempt/taxable ratio curve as of August 18, 2005 against the average ratio curve over the past ten years. The proposed Basis Swap, having an amortization schedule which matches the Bonds, has an average life in excess of thirty years. The thirty year ratio is therefore the most relevant when evaluating the current market environment for the Basis Swap*. Changes to long-term ratios will impact the mark-to-market value of the Basis Swap as discussed in the “Termination Risk” section of Exhibit A hereto. * The following are statistics on the thirty year ratio over the past ten years: Avg: 78.65%; Max.: 84.5%; Min: 72.00%. Currently the thirty year ratio is 82.13%. The thirty year ratio has been lower than the current level over 87% of the ten year sample period. CASHFLOW CONSIDERATIONS Success of the Basis Swap structure is heavily contingent upon the relationship between weekly BMA and one-month LIBOR. Looking back over twenty years of trading history, BMA has averaged approximately 68% of one-month LIBOR. A basis swap under which Utilities would have paid the weekly BMA rate and received 67% of LIBOR plus 60 basis points would therefore have resulted in positive cashflows during such period. The ongoing cashflow risk associated with a basis swap, however, stems from the possibility that the relationship between BMA and LIBOR could experience an adverse change and negatively impact the anticipated cashflow benefits of the swap. This cashflow mismatch risk comes in two forms: Tax Risk and Basis Risk. Tax-Risk: Every issuer of tax-exempt variable rate debt has assumed tax-risk. Tax-risk refers to uncertainty as to the future level of benefit extended to buyers of tax-exempt debt. Theoretically, tax-exempt debt should trade at a ratio of 1 minus the highest marginal income tax-rate. Therefore, if Federal and State income taxes are markedly reduced or removed completely, the benefit of owning tax-exempt debt would be severely impacted or eliminated completely and tax-exempt rates would trade at or about taxable rates. Given that cashflow benefits under the Basis Swap would result from Utilities receiving 67% of LIBOR (a taxable rate) plus a fixed spread while paying BMA (a tax-exempt rate), a reduction in or elimination of Federal and/or State income taxes would negatively impact the economics of the Basis Swap (as well as the 67% of LIBOR swaption executed in 2004) by causing BMA to trade at a higher ratio to LIBOR. The chart below illustrates the impact of decreased marginal income tax rates in various interest 70.49 72.19 74.71 76.40 77.52 78.6575.00 72.63 77.88 79.88 81.13 82.13 65 70 75 80 85 1 5 10 15 20 30 Year BM A / L I B O R AVERAGE CURRENT 886 Vaughn Road • Pottstown, PA 19465 Telephone (610) 326-4900 • Facsimile (610) 326-4902 rate environments on the Basis Swap assuming a notional of $160 million and the 2004 Swaption having a notional of $60.34 million: 50% 45.00% 40.00% 35.00% 30.00% 25.00% 20.00% 15.00% 10.00% 0.00%1,322,040 1,322,040 1,322,040 1,322,040 1,322,040 1,322,040 1,322,040 1,322,040 1,322,040 0.50%1,509,329 1,454,244 1,399,159 1,344,074 1,288,989 1,233,904 1,178,819 1,123,734 1,068,649 1.00%1,696,618 1,586,448 1,476,278 1,366,108 1,255,938 1,145,768 1,035,598 925,428 815,258 1.50%1,883,907 1,718,652 1,553,397 1,388,142 1,222,887 1,057,632 892,377 727,122 561,867 2.00%2,071,196 1,850,856 1,630,516 1,410,176 1,189,836 969,496 749,156 528,816 308,476 2.50%2,258,485 1,983,060 1,707,635 1,432,210 1,156,785 881,360 605,935 330,510 55,085 3.00%2,445,774 2,115,264 1,784,754 1,454,244 1,123,734 793,224 462,714 132,204 (198,306) 3.50%2,633,063 2,247,468 1,861,873 1,476,278 1,090,683 705,088 319,493 (66,102) (451,697) 4.00%2,820,352 2,379,672 1,938,992 1,498,312 1,057,632 616,952 176,272 (264,408) (705,088) 4.50%3,007,641 2,511,876 2,016,111 1,520,346 1,024,581 528,816 33,051 (462,714) (958,479) 5.00%3,194,930 2,644,080 2,093,230 1,542,380 991,530 440,680 (110,170) (661,020) (1,211,870) 5.50%3,382,219 2,776,284 2,170,349 1,564,414 958,479 352,544 (253,391) (859,326) (1,465,261) 6.00%3,569,508 2,908,488 2,247,468 1,586,448 925,428 264,408 (396,612) (1,057,632) (1,718,652) 6.50%3,756,797 3,040,692 2,324,587 1,608,482 892,377 176,272 (539,833) (1,255,938) (1,972,043) 7.00%3,944,086 3,172,896 2,401,706 1,630,516 859,326 88,136 (683,054) (1,454,244) (2,225,434) 7.50%4,131,375 3,305,100 2,478,825 1,652,550 826,275 0 (826,275) (1,652,550) (2,478,825) 8.00%4,318,664 3,437,304 2,555,944 1,674,584 793,224 (88,136) (969,496) (1,850,856) (2,732,216) 8.50%4,505,953 3,569,508 2,633,063 1,696,618 760,173 (176,272) (1,112,717) (2,049,162) (2,985,607) 9.00%4,693,242 3,701,712 2,710,182 1,718,652 727,122 (264,408) (1,255,938) (2,247,468) (3,238,998) 9.50%4,880,531 3,833,916 2,787,301 1,740,686 694,071 (352,544) (1,399,159) (2,445,774) (3,492,389) 10.00%5,067,820 3,966,120 2,864,420 1,762,720 661,020 (440,680) (1,542,380) (2,644,080) (3,745,780) Actual observations of LIBOR and marginal income tax rates over past ten years -Chart assumes that Utilities receives 67% of LIBOR on the 2004 Swaption and 67% of LIBOR plus 60 basis points on the Basis Swap while paying BMA flat. -Assumes $160,000,000 notional on Basis Swap and $60,340,000 on the 2004 Swaption MARGINAL INCOME TAXES Basis-Risk: Basis Risk again refers to a potential for the relationship between weekly BMA and one-month LIBOR to negatively impact Basis Swap cashflows but for reasons other than a change to marginal income taxes. As discussed earlier, the low interest rate environment over the past three years has caused a compression effect between BMA and LIBOR. As a result, BMA has averaged 80% of LIBOR since 2002 (or 67% plus 22 basis points) in contrast to the twenty year average BMA/LIBOR ratio of 68%. Such changes due to low rates, supply and demand for variable rate demand obligations, accounting rule changes, and other prevailing market conditions have the potential to reduce or eliminate expected cashflow benefits. Below is a graph showing the rolling six-month average of BMA as a percentage of LIBOR over the last twenty years. HISTORICAL BMA/ LIBOR RATIO 40.00% 50.00% 60.00% 70.00% 80.00% 90.00% 100.00% 7/ 4 / 1 9 8 5 7/ 4 / 1 9 8 6 7/ 4 / 1 9 8 7 7/ 4 / 1 9 8 8 7/ 4 / 1 9 8 9 7/ 4 / 1 9 9 0 7/ 4 / 1 9 9 1 7/ 4 / 1 9 9 2 7/ 4 / 1 9 9 3 7/ 4 / 1 9 9 4 7/ 4 / 1 9 9 5 7/ 4 / 1 9 9 6 7/ 4 / 1 9 9 7 7/ 4 / 1 9 9 8 7/ 4 / 1 9 9 9 7/ 4 / 2 0 0 0 7/ 4 / 2 0 0 1 7/ 4 / 2 0 0 2 7/ 4 / 2 0 0 3 7/ 4 / 2 0 0 4 7/ 4 / 2 0 0 5 Ra t i o Rolling 6-Month: BMA/LIBOR 886 Vaughn Road • Pottstown, PA 19465 Telephone (610) 326-4900 • Facsimile (610) 326-4902 CONCLUSION Historic cashflow analysis of the Basis Swap (Utilities pays BMA and receives 67% of LIBOR plus 60 basis points) concludes that the structure would have provided significant positive cashflow to Utilities over the past twenty years. Assuming no significant and lasting changes to the relationship between BMA and LIBOR, it is reasonable to believe that the Basis Swap would provide positive cashflows to the Utilities over its proposed term if executed. Execution of the Basis Swap would not introduce any new element of risk to the Utilities’ debt profile, but would import additional Tax and Basis Risk to its capital structure. Currently, Utilities’ Tax and Basis Risk exposure is limited to that associated with the 2004 Swaption. The Basis Swap would result in a material increase of these risks. However, taken in context of Utilities’ total outstanding debt, the resulting aggregate Tax and Basis Risk would not be excessive. In a worst case scenario (assuming the 2004 Swaption is exercised and the Basis Swap executed) where BMA trades at 100% of one-month LIBOR, the Tax/Basis Risk experienced by Utilities would equate to having additional variable rate exposure on approximately 15% of its total outstanding debt. As detailed in the Water and Sewer Revenue Bonds, Series of 2004 Official Statement, Utilities has demonstrated strong operations and debt service coverage which, if sustained, should enable it to reasonably incur and deal with the additional risks associated with the Basis Swap. A summary of additional swap related risks are attached as Exhibit A hereto for your review. ADDITIONAL CONSIDERATIONS x Management expectations with regard to operations x Utilities’ willingness to incur additional Tax and Basis Risk x Compliance with state swap legislation o Interest Rate Management Plan x Priority of swap payments IMAGE is an independent derivative advisory firm specializing in servicing public debt issuers. IMAGE does not act as a financial advisor generally, investment advisor or broker dealer to the City, Utilities or any of its issuer clients and has acted solely in the capacity of swap advisor to the City and Utilities in its review of the Proposal, Any questions regarding the forgoing should be addressed to IMAGE at 610-326-4900. 886 Vaughn Road • Pottstown, PA 19465 Telephone (610) 326-4900 • Facsimile (610) 326-4902 EXHIBIT A Swap Related Risks Swap Related Risks 1. Interest Rate Risk — The risk that a generally adverse move in variable rates increases the overall cost of borrowing. Utilities does not currently have significant exposure to variable rates but would be taking on such exposure as a result of the Basis Swap. Variable Rate exposure under the Basis Swap relates to the fact that Utilities’ obligations under the Basis Swap will vary with market conditions and will not be fixed. Variability is associated with the absolute level of interest rates as well as the relationship between BMA and LIBOR. Utilities will monitor its exposure to Interest Rate Risk and take steps to mitigate such risks in the event this exposure results in significant negative impact. 2. Counterparty Credit Risk — The risk that the swap counterparty will not perform pursuant to the contract’s terms. Under the proposed structure, for example, if the counterparty defaults, Utilities could be required to make a termination payment (See Termination Risk below). Steps will have been taken in the documentation to protect Utilities from Counterparty Risk including requirements for the posting of collateral if the counterparty’s credit rating deteriorates. Proper monitoring of such risk by Utilities and adherence to the documents will allow Utilities to manage Counterparty Risk. 3. Termination Risk — The risk that a swap could be terminated (while valued in favor of a counterparty and against Utilities) as a result of any of several events, which may include a ratings downgrade for Utilities or the City or the counterparty, covenant violation by either party, bankruptcy of either party, swap payment default of either party, and other default or termination events as defined by the documents. Any such termination may require Utilities to make significant termination payments in the future. See market termination matrix below: 30-yr Ratio Ratio ¨ Ratio *Swap Value Current 82.13% 0.00% (3,320,000) 10-yr Min 72.00% 10.13% 9,747,700 10-yr Avg 78.65% 3.48% 1,169,200 10-yr. Max 84.50% -2.37% (6,377,300) * ¨ Ratio represents the change from today's current 30-yr ratio. Assumptions: 1) All values are estimates only, based upon market conditions as of August 22, 2005 and are provided from Utilities' point of view. 2) Changes in ratios do not account for any potential future changes in the shape of the yield curve or absolute levels of interest rates. 886 Vaughn Road • Pottstown, PA 19465 Telephone (610) 326-4900 • Facsimile (610) 326-4902 4. Basis Risk — (Discussed earlier in the memo) The risk that the relationship between taxable and tax-exempt rates changes considerably for a sustained period of time. Utilities will be exposed to Basis Risk under the Basis Swap to the extent that BMA trades at greater than expected percentages of LIBOR for extended periods of time and/or in a high interest rate environment. In the event Basis Risk begins to negatively impact Utilities to a significant degree, Utilities may terminate its swap at any time in the future. 5. Tax Risk — (Discussed earlier in the memo) All issuers who issue tax-exempt variable rate debt, inherently accept risk stemming from changes in marginal income tax rates. A specific type is Basis Risk described above. In the case of the Basis Swap, any impact to Utilities would be caused by a reduction or elimination in the benefits of the tax exemption for municipal bonds, e.g. a tax cut for individuals resulting in an increase in the ratio of tax-exempt to taxable yields. 343274-1 DerivActiv Subscription Agreement THIS SUBSCRIPTION AGREEMENT (“Agreement”) is dated as of May 1, 2006 (the “Effective Date”), and is by and between DerivActiv, LLC, a Minnesota corporation with its principal offices at 6440 Flying Cloud Drive, suite 210, Eden Prairie, MN 55344 (“DerivActiv”), and the City of Augusta, Georgia, with its principal offices at 530 Greene Street, Augusta, GA 30901(“Subscriber”). 1. Services (a) Services. DerivActiv shall provide the services provided through the DerivActiv web site (the “Service”) to Subscriber, for use by employees, auditors, accountants and attorneys of Subscriber (“Users”). Exhibit A shall set forth: (i) a description of the information to be accessed by the Subscriber, (ii) the Fees (as defined below) to be paid by Subscriber for such use of the Service during the first year of this Agreement, and (iii) any additional terms and conditions agreed upon by the parties. In the event of any conflict between the body of this Agreement and Exhibit A, the terms and conditions set forth on Exhibit A shall control. (b) Term. The term of this Agreement shall begin on the Effective Date and shall continue for one year thereafter. The term shall automatically renew for additional one-year terms unless terminated by either party within 30 days before any annual anniversary of the Effective Date (the initial term, together with all renewal terms, being the “Term”). DerivActiv may raise the Fees for any renewal term by providing notice of the new Fees to Subscriber no less than 45 days prior to any annual anniversary of the Effective Date. (c) Users. An unlimited number of Users may access the Service, provided that Subscriber notifies DerivActiv of the names of each such User, and that no User accesses the Service until DerivActiv has provided Identifiers for such User, as described below. (d) Services. (i) Subject to the terms and conditions of this Agreement, during the Term, DerivActiv shall maintain the Service on one or more servers managed and controlled by DerivActiv, grant Subscriber a non-exclusive right to permit its Users to access the Service via the Internet, and mail to Subscriber at intervals as set forth on Exhibit A, financial statement reports (the “Reports”). Subscriber may use the Service solely for Subscriber’s internal business purposes. (ii) If DerivActiv offers Subscriber additional features (“Premium Features”) that are not part of its standard Service offering, and if Subscriber chooses to accept such Premium Features, Subscriber and DerivActiv shall enter into an amended Exhibit A reflecting the Premium Features and the Fees therefore. City of Augusta, Georgia 343274-1 2 (e) Features of the Service. DerivActiv, in its sole discretion, may modify or delete the features, services or appearance of the Service; provided that the general functionality of the Service shall not be materially reduced without the consent of Subscriber. (f) Security. DerivActiv shall use commercially reasonable efforts to maintain the security of the Service, including the use of industry-standard firewalls and virus detection software designed to prevent unauthorized access to the Service and Subscriber Data (as defined below). (g) Customization. To the extent set forth on Exhibit A, Subscriber hereby grants DerivActiv a license to reproduce any trademark or drawing provided by Subscriber for purposes of the customization of certain parts of the Service for Subscriber. DerivActiv shall not use any such trademark or drawing other than with Subscriber’s prior consent. 2. Support Services (a) Updates. DerivActiv shall regularly update the data posted on the Service in accordance with DerivActiv’s standard procedures. (b) Upgrades. DerivActiv shall ensure that Subscriber receives the benefit of each update, upgrade, improvement and new release (other than Premium Features) (“Upgrades”) of the Service that DerivActiv makes generally available at no additional charge to its other subscribers. Such Upgrades are not subject to acceptance or rejection by Subscriber. (c) Help Desk. DerivActiv will provide telephone support to Subscriber’s Users during DerivActiv’s business hours. 3. Subscriber Responsibilities (a) Use Restrictions. Subscriber shall not (nor shall it permit Users to): license, sublicense, sell, resell, transfer, assign, distribute or otherwise commercially exploit or make available to any third party the Service, or any content or other intellectual property which Subscriber or its Users access through the Service in any way (“Content”); modify or make derivative works based on the Service or the Content; create Internet “links” to the Service or “frame” or “mirror” any Content on any other server or wireless or Internet-based device; reverse engineer the Service or Content; copy any ideas, features, functions or graphics of the Service; use the Service excessively so as to limit the bandwidth available to others; use the Service in a manner intended to abuse or violate the privacy or property rights of others; use any robot, spider or other automatic device or manual process to monitor or copy portions of the Service or the Content; or access the Service or Content in order to (A) build a competitive product or service, or (B) build a product using similar ideas, features, functions or graphics of the Service. In addition, Subscriber shall comply with any additional restrictions required by DerivActiv’s data providers upon receipt of notice of such restrictions from DerivActiv. City of Augusta, Georgia 343274-1 3 (b) Users. Subscriber shall cause all Users to comply with all obligations of Subscriber hereunder, to the extent applicable to Users. DerivActiv shall be entitled to rely upon all oral and written orders and instructions issued by any User. (c) Computers; Internet Access. Subscriber shall supply its Users with computer work stations, Internet access, Internet browsers, and other equipment, software and networking resources necessary to access the Service over the Internet. As between Subscriber and DerivActiv, Subscriber shall be solely responsible for maintaining and supporting such resources. (d) Security. DerivActiv shall provide Subscriber with login ids and passwords (collectively, the "Identifiers") required for each User to access the Service. Subscriber shall be solely responsible for safeguarding the Identifiers and otherwise complying with the password and security procedures that DerivActiv may establish from time to time. Subscriber assumes full legal and financial responsibility for all instructions of any nature that are accepted and acted upon by DerivActiv in accordance with such Identifiers. Subscriber shall promptly notify DerivActiv if it becomes aware that the security of its Identifiers has been compromised. Subscriber shall (and shall cause its Users to) take commercially reasonable precautions to avoid introducing any virus, worm, or other malicious computer code into the Service. Subscriber shall not (and shall ensure that its Users do not) (i) take any action that may affect the use or functionality of the Service, or (ii) attempt to access the information of other users of the Service or otherwise invade the privacy of other users of the Service. 4. Service Fees. In consideration of DerivActiv’s provision of the Service, Subscriber shall pay DerivActiv the fees set forth on Exhibit A (the “Fees”). (a) Fees. Subscriber shall pay Fees for the Service (including any Premium Features) annually in advance. Subscriber shall pay all Fees on or before the date specified in Exhibit A, or if no such date is specified, within 30 days after receipt of DerivActiv’s invoice therefore. DerivActiv shall invoice Subscriber no less than 30 days before the beginning of any renewal term for the Fees for such renewal term. (b) Taxes. Subscriber shall pay, when due, all taxes, fees or assessments of whatever kind or nature now or hereafter imposed by any governmental authority upon any services provided hereunder to Subscriber, excluding taxes based upon DerivActiv’s income. (c) Late Fees. If Subscriber fails to pay any Fee when due under this Agreement, DerivActiv reserves the right to impose a late fee equal to 1.5% (or the maximum amount permitted by law, if less) of the delinquent amount for each month or partial month that such amount remains unpaid. City of Augusta, Georgia 343274-1 4 5. Intellectual Property (a) Subscriber Data. (i) Subscriber shall own all right, title and interest in and to all data and business information provided by Subscriber or its Users to DerivActiv for use with respect to the Service (“Subscriber Data”). DERIVACTIV SHALL HAVE NO RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, APPROPRIATENESS, AND INTELLECTUAL PROPERTY OWNERSHIP OR RIGHT TO USE OF ANY SUBSCRIBER DATA, AND DERIVACTIV SHALL NOT REVIEW, MONITOR OR CHECK ANY SUBSCRIBER DATA. DERIVACTIV SHALL NOT BE RESPONSIBLE OR LIABLE FOR THE DELETION, DESTRUCTION, DAMAGE OR LOSS OF ANY SUBSCRIBER DATA. (ii) Notwithstanding Section 5(a)(i), Subscriber acknowledges and agrees that DerivActiv may use Subscriber Data in order to create an aggregated compilation of multiple subscribers’ Subscriber Data concerning which DerivActiv has taken commercially reasonable precautions to ensure that no individual entity can be identified; and there shall be no restrictions with respect to DerivActiv’s use of any such compilation, including with respect to the sale of such compilation by DerivActiv. (b) DerivActiv Intellectual Property. As between DerivActiv and Subscriber, DerivActiv owns all right, title and interest, including all related copyright, trade secret, trademark and patent rights, and all other intellectual property or proprietary rights in and to, or related to the Content and the Service, including without limitation all software programs contained therein. The DerivActiv name, the DerivActiv logos, any logo used on the Service, and the product names associated with the Service are trademarks of DerivActiv or third parties, and no right or license is granted with respect to their use. The Service contains intellectual property belonging to third parties. All such intellectual property is and shall remain the property of its respective owners. DERIVACTIV MAKES NO REPRESENTATIONS OR WARRANTIES CONCERNING THE ACCURACY, COMPLETENESS, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, APPROPRIATENESS, AND INTELLECTUAL PROPERTY OWNERSHIP OR RIGHT TO USE OF ANY THIRD PARTY INTELLECTUAL PROPERTY AND DISCLAIMS ANY RESPONSIBILITY FOR THE SAME. DERIVACTIV DOES NOT AND SHALL NOT REVIEW, MONITOR OR CHECK ANY SUCH THIRD PARTY INTELLECTUAL PROPERTY FOR ACCURACY, COMPLETENESS, QUALITY, INTEGRITY, LEGALITY, RELIABILITY OR APPROPRIATENESS. Except for the limited rights expressly granted herein, all right, title and interest in and to the Service are reserved by DerivActiv, and, except as expressly granted herein, nothing contained in this Agreement shall be construed as conferring any right, title, interest or license with respect to the Service upon Subscriber, by implication, estoppel or otherwise. City of Augusta, Georgia 343274-1 5 6. Termination . (a) Termination for Cause. If either party commits a material breach of this Agreement, the other party may terminate this Agreement; provided, however, that, if such breach is curable the party that wishes to terminate shall provide the breaching party with 30 days prior written notice and the opportunity to cure such breach within such 30-day period. Notwithstanding the foregoing, the cure period described above shall be only ten days with respect to breaches by Subscriber of its obligation to pay Fees. Subscriber’s failure to cause a User to comply with the terms of this Agreement shall constitute a material breach of this Agreement by Subscriber. (b) Termination by DerivActiv. DerivActiv may terminate this Agreement without liability to Subscriber, upon 30 days written notice to Subscriber, if DerivActiv generally ceases to provide the Service to its customers. Notwithstanding the foregoing, if DerivActiv so terminates this Agreement, DerivActiv shall refund to Subscriber a pro-rated portion of the unearned Fees within thirty (30) days after such termination. (c) Termination by Subscriber. Subscriber may terminate this Agreement immediately upon written notice to DerivActiv; provided, however, that DerivActiv shall in no event be required to refund any Fees to Subscriber. (d) Effect of Termination or Expiration. (i) Upon the termination or expiration of this Agreement: (A) Subscriber shall pay all amounts owed to DerivActiv as of the effective date of termination; (B) DerivActiv shall deactivate the Identifiers and cease providing the Service to Subscriber; (C) All rights granted to Subscriber hereunder shall terminate; (D) Subscriber and its Users shall cease use of the Service; and (E) Each party shall return and/or delete or destroy all copies of the other party’s Confidential Information in its possession or control. (ii) Upon the termination or expiration of this Agreement, Sections 5, 6(c), 7, 8, 9, 10 and 11, and any other provisions that should naturally extend beyond the termination or expiration of this Agreement shall survive the termination or expiration of this Agreement for any reason. (iii) Notwithstanding anything in this Agreement to the contrary, upon the termination or expiration of this Agreement, DerivActiv shall be entitled to continue to use City of Augusta, Georgia 343274-1 6 Subscriber’s Data to the extent that it has been incorporated into an aggregated compilation pursuant to Section 5(a)(ii). 7. Confidentiality . (a) Definition. “Confidential Information” means with respect to a party hereto, this Agreement, together with all confidential business or technical information or materials of such party, including all data accessed by Subscriber or its Users through the Service. Anything to the contrary notwithstanding, Confidential Information shall not include information or materials that the Receiving Party demonstrates: (i) were in the public domain prior to the date received by a Receiving Party hereunder or which subsequently came into the public domain through no fault of the Receiving Party; (ii) were lawfully received by the Receiving Party from a third party free of any obligation of confidence; or (iii) are or were independently developed by the Receiving Party or any of its employees, consultants or agents without reference to any Confidential Information of the Disclosing Party. (b) Obligations. All Confidential Information supplied by a party (the “Disclosing Party”) to the other party (the “Receiving Party”) (in each case, with respect to Subscriber, including Users) shall remain solely and exclusively the property of the Disclosing Party. Except as expressly authorized herein or by prior written consent of the Disclosing Party, which consent may be withheld in the Disclosing Party’s sole discretion, the Receiving Party shall not use or disclose any of the Disclosing Party’s Confidential Information to any third Person. The Receiving Party shall only disclose the Disclosing Party’s Confidential Information to those of its affiliates, employees and their respective contractors who have a need to know it for the purposes of this Agreement and who have executed a written non-disclosure agreement containing terms substantially similar to this Section 7 regarding such Confidential Information. The Receiving Party shall protect the Confidential Information of the Disclosing Party with the same level of care with which it protects its own Confidential Information, but in no event with less than reasonable care. Each party shall be responsible for any unauthorized use or disclosure of any of the other party’s Confidential Information received by it and its employees, agents, representatives and consultants. (c) Required Disclosures. Notwithstanding the foregoing, the Receiving Party may disclose the Disclosing Party's Confidential Information to the extent that the Receiving Party is required by any applicable governmental authority to do so; provided, however, that in such event, to the extent permitted by applicable law, the Receiving Party notifies the Disclosing Party and cooperates with the Disclosing Party in any attempt to contest or limit such required disclosure, at the Disclosing Party’s sole expense. (d) Privacy Policy. The terms and conditions of this Section 7 shall be subject to the terms and condition of DerivActiv’s Privacy Policy, available at the DerivActiv web site. 8. Warranty Disclaimer. DERIVACTIV MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, NATURE OR DESCRIPTION, EITHER EXPRESS, City of Augusta, Georgia 343274-1 7 IMPLIED OR STATUTORY, WITH RESPECT TO THE CONTENT, THE SERVICE, OR ANY OTHER SERVICES PROVIDED HEREUNDER, OR THE USE THEREOF BY SUBSCRIBER AND ITS USERS, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON- INFRINGEMENT, AND DERIVACTIV HEREBY DISCLAIMS THE SAME. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, DERIVACTIV HEREBY DISCLAIMS ANY REPRESENTATIONS OR WARRANTIES THAT THE CONTENT OR THE SERVICE WILL OPERATE UNINTERRUPTED, WILL BE “UP” OR AVAILABLE AT ALL TIMES, OR WILL BE ERROR FREE. THE SERVICE MAY BE SUBJECT TO LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT IN THE USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS. DERIVACTIV IS NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, OR OTHER DAMAGE RESULTING FROM SUCH PROBLEMS. DERIVACTIV DOES NOT CONTROL THE SOURCES OF THE DATA USED ON THE SERVICE AND DOES NOT REPRESENT OR WARRANT THAT SUCH DATA ARE ACCURATE, RELIABLE, APPROPRIATE OR COMPLETE AND MAKES NO REPRESENTATION OR WARRANTY CONCERNING THE INTEGRITY OR LEGALITY OF THE DATA. DERIVACTIV OBTAINS SOME OR ALL OF THE DATA USED ON THE SERVICE FROM A VARIETY OF SOURCES, INCLUDING FROM SUBSCRIBER, AND DERIVACTIV CANNOT AND DOES NOT INDEPENDENTLY VERIFY THE ACCURACY, INTEGRITY, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, APPROPRIATENESS OR COMPLETENESS OF SUCH DATA. DERIVACTIV DISCLAIMS ALL WARRANTIES REGARDING THE ACCURACY, COMPLETENESS, QUALITY, INTEGRITY, LEGALITY, RELIABILITY, APPROPRIATENESS OF THE CONTENT OR OTHER DATA POSTED ON THE SERVICE. FURTHER DERIVACTIV CANNOT AND DOES NOT REPRESENT THAT THE VALUES, PRICES OR QUOTATIONS NOTED ON THIS WEB SITE WILL REPRESENT THE LEVELS AT WHICH SPECIFIC TRANSACTIONS WOULD TAKE PLACE. THE DATA WHICH DERIVACTIV UTILIZES TO PROVIDE VALUE, PRICE AND QUOTATION INFORMATION IS EXTREMELY TIME AND MARKET SENSITIVE AND IS SUBJECT TO FREQUENT CHANGE BASED ON MARKET CONDITIONS. DUE TO INHERENT DELAYS WHICH OCCUR IN THE TRANSMISSION OF SUCH DATA TO DERIVACTIV AND DERIVACTIV’S SUBSEQUENT CALCULATION UTILIZING SUCH DATA, THE VALUATION, PRICE AND QUOTATION INFORMATION AVAILABLE ON THE SERVICE DOES NOT REFLECT UP-TO- THE MINUTE MARKET PRICING. THE CONTENT AVAILABLE ON THE SERVICE IS SOLELY FOR SUBSCRIBER’S AND ITS USERS’ INFORMATIONAL PURPOSES AND SHOULD NOT BE USED TO MAKE FINAL DECISIONS REGARDING VALUATION OR PRICING OF TRANSACTIONS. ADDITIONALLY, THE VALUATIONS, PRICES AND QUOTATIONS PROVIDED THROUGH THE SERVICE ARE MID-MARKET FAIR VALUE ESTIMATES, AND THUS REFLECT THE MID-POINT BETWEEN THE “BID” AND “OFFER” SIDE OF THE MARKET. WHEN USING THE SERVICE, SUBSCRIBER AND ITS USERS AGREE AND ACKNOWLEDGE THAT THEY MUST USE THEIR OWN JUDGMENT AND EXPERTISE TO EVALUATE AND ASSESS THE VALUE OF THE INFORMATION City of Augusta, Georgia 343274-1 8 PRESENTED FOR SUBSCRIBER’S AND IT’S USERS’ PARTICULAR PURPOSES. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE SERVICE IS A TOOL TO BE USED BY SUBSCRIBER AND ITS USERS IN THE COURSE OF EXERCISING THEIR PROFESSIONAL JUDGMENT. THE SERVICE IS NOT A SUBSTITUTE, AND CANNOT BE SUBSTITUTED, FOR THE PROPER EXERCISE OF INDEPENDENT BUSINESS JUDGMENT AND ANALYSIS. 9. Indemnification (a) Indemnification by DerivActiv. DerivActiv will indemnify, defend and hold Subscriber harmless from and against any claims, losses, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from any third party claim that the Service, when used by Subscriber in accordance with this Agreement, infringes, misappropriates or violates any United States patent issued as of the date hereof, copyright, trademark, trade secret or other intellectual or proprietary right of any third party. If an injunction or order is obtained against Subscriber’s use of the Service by reason of a claim of the type described above, or if in DerivActiv’s opinion, the Service is likely to become the subject of such a claim, DerivActiv may, at its option and expense: (i) procure for Subscriber the right to continue using the Service; (ii) modify or replace the Service with a compatible, functionally equivalent service that is not subject to any such claim; or (iii) terminate this Agreement without liability to Subscriber. DerivActiv shall have no liability under this Section 9(a) for any claim that arises out of or results from use of the Service other than as specified in this Agreement or in any written or on-line documentation provided to Subscriber. The foregoing is DerivActiv’s sole liability and Subscriber’s sole remedy with respect to claims of infringement, misappropriation or violation of intellectual property. (b) Indemnification by Subscriber. Subscriber will indemnify, defend and hold DerivActiv harmless from and against any claims, losses, damages, liabilities or expenses (including reasonable attorneys’ fees and expenses) arising out of or resulting from: (i) Subscriber’s or any User’s violation of any Federal, state or local law, rule or regulation relating to its use of the Service or Subscriber’s violation of the terms and conditions of this Agreement relating to Subscriber’s or its User’s use of the Service or the Content; or (ii) any third party claim that any Subscriber Data infringes, misappropriates or violates any United States patent issued as of the date hereof, copyright, trademark, trade secret or other intellectual or proprietary right of such third party. (c) Indemnification Procedures. Promptly after the receipt by an indemnified party of a notice of any third party claim or the commencement of any action that is subject to indemnification under this Section 9, the indemnified party shall: notify the indemnifying party in writing of any such claim; provide the indemnifying party with reasonable assistance to settle or defend such claim, at the indemnifying party’s own expense; and grant to the indemnifying party the right to control the defense and/or settlement of such claim, at the indemnifying party’s own expense; provided, however, that: (A) the failure to so notify, provide assistance and grant authority and control shall relieve the indemnifying party of its obligations to the indemnified party only to the City of Augusta, Georgia 343274-1 9 extent that the indemnifying party is prejudiced thereby; (B) the indemnifying party shall not, without the indemnified party’s consent (such consent not to be unreasonably withheld or delayed), agree to any settlement which: (1) makes any admission on behalf of the indemnified party; or (2) consents to any injunction against the indemnified party (except an injunction relating solely to the indemnified party’s continued use of any infringing materials); and (C) the indemnified party shall have the right, at its own expense, to participate in any legal proceeding to contest and defend a claim, and to be represented by legal counsel of its choosing, but shall have no right to settle a claim without the indemnifying party’s written consent, unless the indemnifying party fails to perform its obligations set forth in this Section 9. 10. Disclaimer of Damages; Limitation of Liability (a) Disclaimer of Damages. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING PURSUANT TO (i) SUBSCRIBER’S USE OF THE SERVICE IN VIOLATION OF SECTION 3(a), OR (ii) A BREACH OF A PARTY’S OBLIGATIONS SET FORTH IN SECTION 7, UNDER NO CIRCUMSTANCES WILL EITHER PARTY HAVE ANY OBLIGATION OR LIABILITY TO THE OTHER HEREUNDER FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR SPECIAL DAMAGES INCURRED BY THE OTHER PARTY (INCLUDING DAMAGES FOR LOST BUSINESS, LOST PROFITS OR DAMAGES TO BUSINESS REPUTATION), REGARDLESS OF HOW SUCH DAMAGES ARISE AND REGARDLESS OF WHETHER OR NOT A PARTY WAS ADVISED SUCH DAMAGES MIGHT ARISE. THE FOREGOING LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. (b) Limitation of Liability. NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, EXCEPT FOR LIABILITY ARISING PURSUANT TO A BREACH OF DERIVACTIV’S OBLIGATIONS SET FORTH IN SECTION 7, THE CUMULATIVE AGGREGATE LIABILITY OF DERIVACTIV AND ITS AFFILIATES ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE LESSER OF: (i) THE FEES PAID BY SUBSCRIBER HEREUNDER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY; OR (ii) THE ACTUAL DIRECT DAMAGES SUFFERED BY SUBSCRIBER. 11. Miscellaneous Provisions. (a) Subcontractors. DerivActiv may subcontract some or all of its obligations under this Agreement. (b) Relationship of Parties. Nothing in this Agreement shall be construed to constitute either party as a partner, employee or agent of the other, and no employee or agent of either party shall be deemed to be the employee or agent of the other. Neither party shall have the authority to make any agreement or commitment, nor incur any liability on behalf of City of Augusta, Georgia 343274-1 10 the other, nor be liable for any acts or omissions of the other, except as specifically provided herein. (c) No Third Party Beneficiaries. Nothing in this Agreement is intended to create any rights in, or confer any benefits upon, any person or entity other than the parties to this Agreement. (d) Publicity. Following the execution of this Agreement, Subscriber shall allow DerivActiv to issue a press release announcing the relationship established between the parties hereunder. DerivActiv may include Subscriber’s name in DerivActiv’s client list and may identify Subscriber as its client in its sales presentations and in its marketing materials, provided that DerivActiv will obtain Subscriber’s prior approval of any other written materials that purport to describe the parties’ agreement or provide any additional information concerning the parties’ relationship. (e) Assignment. Subscriber may not assign the Agreement without prior written consent of DerivActiv. DerivActiv may freely assign this Agreement and its rights and obligations hereunder. Subject to the foregoing, this Agreement shall be binding on and inure to the benefit of the parties hereto and their respective permitted successors and assigns. (f) Force Majeure. Neither party shall be responsible for delays or failure in performance (other than failures to make payments due under this Agreement) resulting from acts beyond the control of such party, including without limitation, acts of God, strikes, lockouts, riots, acts of war, internet outages, failures of Internet hosting providers, epidemics, fire, communication line failures, power surges or failures, earthquakes or other disasters. (g) Governing Law. This Agreement shall be governed by and interpreted in accordance with the laws of the State of Georgia, without regard to such state’s principles regarding conflicts of law. The United Nation’s Convention on Contracts for the International Sale of Goods is expressly disclaimed. (h) Dispute Resolution. (i) Subject to Section 11(h)(ii), any dispute arising from this Agreement shall be submitted to arbitration in Augusta, Georgia conducted in accordance with the commercial arbitration rules of the American Arbitration Association, by an arbitrator to be chosen in accordance with said rules. The arbitrator, applying Georgia law as set forth in Section 11(g), without reference to its rules regarding choice of law, shall have the authority to grant any remedy that a court hearing the same case would have the authority to grant. The award or decision rendered by the arbitrators will be final and binding on the parties and any judgment may be entered thereon in any court having jurisdiction. The cost of the arbitration is to be shared equally by the parties. City of Augusta, Georgia 343274-1 11 (ii) The parties acknowledge that the provisions of this Agreement that protect intellectual property and Confidential Information, including without limitation Sections 3(a), 5(a) and 7, are essential for the protection of the parties and that any breach or threatened breach of such sections may cause immediate and irreparable damage to the nonbreaching party, for which monetary relief would be inadequate or impossible to ascertain. Accordingly, notwithstanding Section 11(h)(i), the parties agree that upon the existence of any breach or threatened breach thereof, the nonbreaching party shall be entitled to seek injunctive relief restraining the breaching party from committing such breach or threatened breach. In addition, the nonbreaching party shall be entitled to any other remedies that may be available to it, at law or in equity. (i) Entire Agreement. This Agreement (including appendices, exhibits, schedules and attachments hereto) constitutes the sole and complete agreement between the parties with regard to the Service. All previous and collateral agreements, representations, warranties, promises and conditions relating to the subject matter of this Agreement are superseded by this Agreement and shall not be binding on either party. This Agreement may be amended otherwise only by a writing signed by both parties. Neither party shall be subject to any provisions of any pre-printed form, purchase order, or acknowledgment, unless those forms or provisions are expressly adopted in a writing executed by both parties. (j) Waiver. No waiver of any breach of any provision of this Agreement by either party or the failure of either party to insist on the exact performance of any provision of this Agreement shall constitute a waiver of any prior, concurrent or subsequent breach of performance of the same or any other provisions hereof, and no waiver shall be effective unless made in writing. (k) Severability. If any provision of this Agreement or the application of any such provision to any party or circumstance shall be declared to be invalid, unenforceable or void, such decision shall not have the effect of invalidating or voiding the remainder of this Agreement, it being the intent and agreement of the parties that this Agreement shall be deemed amended by modifying such provision to the extent necessary to render it valid, legal and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is valid, legal and enforceable so as to materially effectuate the parties’ intent. (l) Interpretation. The section headings used herein are for reference and convenience only, and shall not enter into the interpretation hereof. The Exhibits are incorporated herein to the same extent as if set forth in full herein. (m) Notices. All notices hereunder shall be sent to the parties at their respective addresses set forth below. Either party may change its address for notices upon notice to the other party. City of Augusta, Georgia 343274-1 12 Subscriber: City of Augusta, Georgia 530 Greene Street Augusta, GA 30901 Attention: Phone: Fax: E-mail: DerivActiv: 6440 Flying Cloud Drive Suite 210 Eden Prairie, MN 55344 Phone: 866-200-9012 Fax: 952-996-0188 (n) Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, and all of which together shall constitute one instrument. IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date. DERIVACTIV, LLC By: _____________________________ Collin S. Brinkman Senior Vice President Date: ____________________________ CITY OF AUGUSTA, GEORGIA By: ______________________________ Name: ____________________________ Title: _____________________________ Date: _____________________________ City of Augusta, Georgia 343274-1 13 DERIVACTIV EXHIBIT A Content: Information will be provided on the DerivActiv website consisting of: All information publicly available to any subscriber. Related specifically to the swap transaction(s) referenced below: Daily MTM Valuations Additional Trade Analytics Historical Cashflow Deal Trade Ticket The following additional communication is available related to the swap transaction(s) referenced below: Monthly Regular Mail or E-Mail Mid Market Valuation Statements E-Mail Threshold Notifications Signed Valuation Attestation Letter Periodic Reports (upon request) One-time Setup Fee DerivActiv has agreed to waive the one-time initial setup fee pursuant to agreement between Investment Management Advisory Group, Inc., as swap advisor, and the City of Augusta, Georgia. This setup includes the initial input, modeling and valuation of each swap, establishing user accounts and verifying the data inputs. Subscription Fees DerivActiv has agreed to offer the Subscriber the following two subscription fee payment options pursuant to the agreement between Investment Management Advisory Group, Inc., as Swap Advisor, and the City of Augusta, Georgia (“Subscriber”). Option #1: The Subscriber has the option upon the execution of the proposed swap transaction, to include three years of subscription fees to be paid on behalf of the Subscriber by the Counterparty of the swap transaction. After three years from the date of the Subscription Agreement (May 1, 2006), DerivActiv will invoice Subscriber annually in advance commencing May 1, 2009 for the annual subscription fees referenced herein Exhibit A. OR Option #2: The Subscriber has the option to pay the annual subscription fees for the swap transactions referenced herein annually in advance commencing May 1, 2006. Description Counterparty Annual Subscription Fee $62.475M % of LIBOR Swaption Merrill Lynch $2,500 Proposed Basis Swap Deutsche Bank $7,500 Total Annual Subscription Fees $10,000 U.S. MUNICIPAL COUNTERPART SCHEDULE AMENDMENTS to the Master Agreement (Local Currency---Single Jurisdiction) Part I. Termination Provisions. (a) Events of Default. (i) Bankruptcy. Clause (6) of Section 5(a)(vii) of this Agreement is hereby amended to read in its entirety as follows:- "(6)(A) seeks or becomes subject to the appointment of an administrator, provisional liquidator, conservator, receiver, trustee, custodian or other similar official for it or for all or substantially all its assets or (B) in the case of a Government Entity, any Credit Support Provider of such Government Entity or any applicable Specified Entity of such Government Entity, (I) there shall be appointed or designated with respect to it, an entity such as an organization, board, commission, authority, agency or body to monitor, review, oversee, recommend or declare a financial emergency or similar state of financial distress with respect to it or (II) there shall be declared or introduced or proposed for consideration by it or by any legislative or regulatory body with competent jurisdiction over it, the existence of a state of financial emergency or similar state of financial distress in respect of it;". (ii) Merger Without Assumption. Section 5(a)(viii) of this Agreement is hereby amended to read in its entirety as follows:- "(viii) Merger Without Assumption. The party or any Credit Support Provider of such party consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity (or, without limiting the foregoing, if such party is a Government Entity, an entity such as an organization, board, commission, authority, agency or body succeeds to the principal functions of, or powers and duties granted to, such party or any Credit Support Provider of such party) and, at the time of such consolidation, amalgamation, merger, transfer or succession:- (1) the resulting, surviving, transferee or successor entity fails to assume all the obligations of such party or such Credit Support Provider under this Agreement or any Credit Support Document to which it or its predecessor was a party by operation of law or pursuant to an agreement reasonably satisfactory to the other party to this Agreement; or AO 1141436.1 (2) the benefits of any Credit Support Document fail to extend (without the consent of the other party) to the performance by such resulting, surviving, transferee or successor entity of its obligations under this Agreement," (b) Termination Events. Section 5(b)(ii) of this Agreement is hereby amended to read in its entirety as follows "(ii) Credit Event Upon Merger. If "Credit Event Upon Merger" is specified in the Schedule as applying to the party, such party ("X"), any Credit Support Provider of X or any applicable Specified Entity of X consolidates or amalgamates with, or merges with or into, or transfers all or substantially all its assets to, another entity (or, without limiting the foregoing, if X is a Government Entity, an entity such as an organization, board, commission, authority, agency or body succeeds to the principal functions of, or powers and duties granted to, X, any Credit Support Provider of X or any Specified Entity of X) and such action does not constitute an event described in Section 5(a)(viii) but the creditworthiness of the resulting, surviving, transferee or successor entity is materially weaker than that of X, such Credit Support Provider or such Specified Entity, as the case may be, immediately prior to such action (and, in such event, X or its successor or transferee, as appropriate, will be the Affected Party); or". Part VII Other Provisions. (a) Obligations. Section 2(a)(iii) of this Agreement is hereby amended to read in its entirety as follows:- "(iii) Each obligation of each party under Section 2(a)(i) is subject to (1) the condition precedent that no Event of Default, Potential Event of Default or Incipient Illegality with respect to the other party has occurred and is continuing, (2) the condition precedent that no Early Termination Date in respect of the relevant Transaction has occurred or been effectively designated and (3) each other applicable condition precedent specified in this Agreement." (b) Representations. (i) The introductory clause of Section 3 of this Agreement is hereby amended to read in its entirety as follows "Each party represents to the other party (which representations will be deemed to be repeated by each party on each date on which a Transaction is entered into and, in the case of the representations in Section 3(a) and 3(e), at all times until the termination of this Agreement) that:---". (ii) Section 3(a)(ii) of this Agreement is hereby amended to read in its entirety as follows:- "(ii) Powers. It has the power to execute this Agreement and any other documentation relating to this Agreement to which it is a party, to deliver this Agreement and any other documentation relating to this Agreement that it is required by this Agreement to deliver and to perform its obligations under this Agreement and any obligations it has under any Credit Support Document to which it is a party and has taken all necessary action and made all necessary determinations and findings to authorize such execution, delivery and performance;". (iii) Section 3(b) of this Agreement is hereby amended to read in its entirety as follows:- "(b) Absence of Certain Events. No Event of Default or Potential Event of Default or, to its knowledge, Incipient Illegality (in the case of a Government Entity) or Termination Event with respect to it has occurred and is continuing and no such event or circumstance AO 1141+436.1 would occur as a result of its entering into or performing its obligations under this Agreement or any Credit Support Document to which it is a party." (iv) Section 3 of this Agreement is hereby amended by adding the following subsection "(e)" thereto, which subsection shall apply only to the Government Entity:- "(e) Non-Speculation. This Agreement has been, and each Transaction hereunder will be (and, if applicable, has been), entered into for purposes of managing its borrowings or investments and not for purposes of speculation," (v) Section 3 of this Agreement is hereby amended by adding the following subsection "(f)" thereto: - "(f) No Immunity. It is not entitled to claim immunity on the grounds of sovereignty or other similar grounds with respect to itself or its revenues or assets (irrespective of their use or intended use) from (i) suit, (ii) jurisdiction of any court, (iii) relief by way of injunction, order for specific performance or for recovery of property, (iv) attachment of its assets (whether before or after judgment) or (v) execution or enforcement of any judgment to which it or its revenues or assets might otherwise be made subject to in any Proceedings (as defined in Section 11(b)) in the courts of any jurisdiction and no such immunity (whether or not claimed) may be attributed to such party or its revenues or assets." (c) Agreements. (i) The introductory clause of Section 4 of this Agreement is hereby amended to read in its entirety as follows:- "Each party agrees with the other (or, in the case of Section 4(d), (e) and (f), the Government Entity agrees with the other party) that, so long as either party has or may have any obligation under this Agreement or under any Credit Support Document to which it is a party:--". (ii) Section 4 of this Agreement is hereby amended by adding the following subsections "(d)" and "(e)" thereto:- "(d) Compliance with Covered Indenture. The Government Entity will observe, perform and fulfill each provision in the Covered Indenture applicable to such Government Entity in effect on the Covered Indenture Incorporation Date, as any of those provisions may be amended, supplemented or modified for purposes of this Agreement with the prior written consent of the other party hereto (the "Incorporated Provisions"), with the effect that such other party hereto will have the benefit of each of the Incorporated Provisions (including without limitation, covenants, right to consent to certain actions subject to consent under the Covered Indenture and delivery of financial statements and other notices and information). In the event the Covered Indenture ceases to be in effect prior to the termination of this Agreement, the Incorporated Provisions (other than those provisions requiring payments in respect of bonds, notes, warrants or other similar instruments issued under the Covered Indenture) will remain in full force and effect for purposes of this Agreement as though set forth herein until such date on which all of the obligations of the Government Entity under this Agreement and any obligations of the Government Entity or any Credit Support Provider of the Government Entity under a Credit Support Document have been fully satisfied. The Incorporated Provisions are hereby incorporated by reference and made a part of this Agreement to the same extent as if such provisions were set forth herein. For purposes of this Agreement, the Incorporated Provisions shall be construed as though (i) all references therein to any party making loans, extensions of credit or financial accommodations thereunder or commitments therefor (the "Financings") were to the other party hereto and (ii) to the extent that such Incorporated Provisions are conditioned 3 on or relate to the existence of such Financings or the Government Entity having any obligations in connection therewith, all references to such Financings or obligations were to the obligations of the Government Entity under this Agreement. Any amendment, supplement, modification or waiver of any of the Incorporated Provisions without the prior written consent of the other party hereto shall have no force and effect with respect to this Agreement. Any amendment, supplement or modification for which such consent is obtained shall be part of the Incorporated Provisions for purposes of this Agreement. (e) Notice of Incipient Illegality. If an Incipient Illegality occurs, the Government Entity will, promptly upon becoming aware of it, notify the other party, specifying the nature of that Incipient Illegality and will also give such other information about that Incipient Illegality as the other party may reasonably require." (d) Jurisdiction. Section 11(b) of this Agreement is hereby amended to read in its entirety as follows:- "(b) Jurisdiction. This Agreement and each Transaction will be governed by and construed in accordance with the laws of New York, provided that jurisdiction shall lie solely in any court in Georgia that would otherwise have jurisdiction over actions brought in contract against the Counterparty," (e) Governing Law. This Agreement, and each written agreement relating hereto, will, unless otherwise expressly provided, be governed by and construed in accordance with the laws of the State of New York, without reference to choice of law doctrine, except that the capacity, power or authority of the Governmental Entity to enter into this Master Agreement and any Transaction shall be governed by and construed in accordance with the laws of the State in which the Governmental Entity is located. (f) Set Off. Section 6 of this Agreement is amended by the addition of the following Section 6(f): "(f) Upon the designation of any Early Termination Date, the party that is not the Defaulting Party or Affected Party (“X”) may, without prior notice to the Defaulting or Affected Party (“Y”), set off any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by Y to X or any Affiliate of X (the “X Set Off Amount”) against any sum or obligation (whether or not arising under this Agreement, whether matured or unmatured, whether or not contingent and irrespective of the currency, place of payment or booking office of the sum or obligation) owed by X or any Affiliate of X to Y (the “Y Set Off Amount”). X will give notice to the other party of any set off effected under this Section 6(f). For this purpose, either the X Set Off Amount or the Y Set Off Amount (or the relevant portion of such set off amounts) may be converted by X into the currency in which the other set off amount is denominated at the rate of exchange at which X would be able, acting in a reasonable manner and in good faith, to purchase the relevant amount of such currency. If a sum or obligation is unascertained, X may in good faith estimate that obligation and set- off in respect of the estimate, subject to the relevant party accounting to the other when the obligation is ascertained. Nothing in this Section 6(f) shall be effective to create a charge or other security interest. This Section 6(f) shall be without prejudice and in addition to any right of set-off, combination of accounts, lien or other rights to which any party is at any time otherwise entitled (whether by operation of law, contract or otherwise).” (g) Definition. Section 12 of this Agreement is hereby amended to add the following definitions in their AO 1141 436.1 appropriate alphabetical order:- “‘Covered Indenture’ has the meaning specified in the Schedule.” “‘Covered Indenture Incorporation Date’ has the meaning specified in the Schedule.” “‘Government Entity’ means Counterparty.” “‘Incipient Illegality’ means (a) the enactment by any legislative body with competent jurisdiction over a Government Entity of legislation which, if adopted as law, would render unlawful (i) the performance by such Government Entity of any absolute or contingent obligation to make a payment or delivery or to receive a payment or delivery in respect of a Transaction or the compliance by such Government Entity with any other material provision of this Agreement relating to such Transaction or (ii) the performance by a Government Entity or a Credit Support Provider of such Government Entity of any contingent or other obligation which the Government Entity (or such Credit Support Provider) has under any Credit Support Document relating to such Transaction, (b) any assertion in any proceeding, forum or action by a Government Entity, in respect of such Government Entity or in respect of any entity located or organized under the laws of the state in which such Government Entity is located to the effect that performance under this Agreement or similar agreements is unlawful or (c) the occurrence with respect to a Government Entity or any Credit Support Provider of such Government Entity of any event that constitutes an Illegality.” 4 U.S. MUNICIPAL COUNTERPARTY SCHEDULE to the ISDA Master Agreement (Local Currency-Single Jurisdiction) dated as of , 2005 between Deutsche Bank AG, New York Branch (“DB”) and Augusta, Georgia ("Counterparty") Part III. Termination Provisions. (a) "Specified Entity" means in relation to Counterparty for the purpose on- Section 5(a)(v) (Default under Specified Transaction), ............................................................. None Section 5(a)(vi) (Cross Default), ............................................................................................ None Section 5(a)(vii) (Bankruptcy) ............................................................................................... None Section 5(b)(ii) (Credit Event Upon Merger), .......................................................................... None and in relation to DB for the purpose of: Section 5(a)(v) (Default under Specified Transaction), None Section 5(a)(vi) (Cross Default), None Section 5(a)(vii) (Bankruptcy), None Section 5(b)(ii) (Credit Event Upon Merger), None (b) "Specified Transaction" will have the meaning specified in Section 12 of this Agreement. (c) The "Cross Default" provisions of Section 5(a)(vi) will apply to both DB and Counterparty subject to amendment by adding at the end thereof the following words: “provided, however, that, notwithstanding the foregoing, an Event of Default shall not occur under either (1) or (2) above if (A) (I) the default, or other similar event or condition referred to in (1) or the failure to pay referred to in (2) is a failure to pay or deliver caused by an error or omission of an administrative or operational nature, and (II) funds or the asset to be delivered were available to such party to enable it to make the relevant payment or delivery when due and (III) such payment or delivery is made within three (3) Local Business Days following receipt of written notice from an interested party of such failure to pay, or (B) such party was precluded from paying, or was unable to pay, using reasonable means, through the office of the party through which it was acting for purposes of the relevant Specified Indebtedness, by reason of force majeure, act of State, illegality or impossibility." If such provisions apply:- AO 1141436.1 "Specified Indebtedness" will have the meaning specified in Section 12 of this Agreement but shall not include indebtedness in respect of bank deposits received in the ordinary course of business. "Threshold Amount" means, in the case of DB, 2% of its shareholders' equity (i.e., the sum of its capital and disclosed reserves), and in the case of Counterparty, $1,000,000. (d) The "Credit Event Upon Merger" provisions of Section 5(b)(ii) will apply to DB and Counterparty. (e) The "Automatic Early Termination" provision of Section 6(a) will not apply to DB or Counterparty. (f) Payments on Early Termination. For the purpose of Section 6(e) of this Agreement:- (i) Market Quotation will apply. (ii) The Second Method will apply, (g) Additional Termination Event. Additional Termination Event will apply. The following shall constitute Additional Termination Events:- (i) The rating of the long-term, unsecured, unenhanced senior debt (not taking into account any third party credit enhancement) of Counterparty under the Covered Indenture is withdrawn, suspended or falls below (1) Baa3 as determined by Moody's Investor's Service ("Moody's"), or (2) BBB- as determined by Standard & Poor's Ratings Service, a division of The McGraw-Hill Companies, Inc, ("S&P") or (B) Counterparty fails to have any rated long-term, unsecured, unenhanced senior debt (not taking into account any third party credit enhancement). For the purpose of the foregoing Termination Event, Counterparty shall be the Affected Party. (ii) The rating of the long-term, unsecured, unenhanced senior debt (not taking into account any third party credit enhancement) of DB, is withdrawn, suspended or falls below (1) Baa3 as determined by Moody's, or (2) BBB- as determined by S&P or DB fails to have any rated long-term, unsecured, unenhanced senior debt (not taking into account any third party credit enhancement). For the purpose of the foregoing Termination Event, DB shall be the Affected Party. (iii) The occurrence of the following event shall constitute an Additional Termination Event with Counterparty as the Affected Party: The occurrence of an Incipient Illegality with respect to Counterparty. Part IV. Agreement to Deliver Documents. For the purpose of Section 4(a) of this Agreement, each party agrees to deliver the following documents, as applicable: Party required to document Form/Document/Certificate Date by which to be delivered Covered by Section 3(d) Representation DB Opinion of DB counsel. date hereof No Counterparty Opinion of Counterparty counsel date hereof No Counterparty Certified Resolution of Counterparty date hereof No Counterparty Officer and Signature Certificate date hereof No Counterparty Credit Support Document date hereof No Counterparty Executed copy of the Covered Indenture date hereof No Each party agrees to deliver documents or certificates confirming any such document or certificate at such times prior to the execution of any Transaction as shall be requested by the other party. AO 1141436.1 Part V. Amendments. This Agreement is hereby amended in the manner set forth in the "U.S. Municipal Counterparty Schedule, Amendments to the Master Agreement (Local Currency-Single Jurisdiction)" attached to this Schedule, which provisions are incorporated herein by reference and shall be deemed to be a part of this Agreement as if set forth herein in their entirety. Part VI. Security and Source of Payment of Counterparty Obligations. (a) Section 4 of this Agreement is hereby amended by adding the following subsection "(f)" thereto:- "(f) The obligations of Counterparty to make payments to DB under this Agreement are payable from the revenues of Counterparty derived from its utility system described in the Covered Indenture (the "Utility System Revenues"). The Covered Indenture pledges the Utility System Revenues for the benefit of bonds already issued under the Covered Indenture and bonds hereafter issued under the parity provisions of the Covered Indenture (collectively, the "Senior Secured Bonds"). All payments by Counterparty under this Agreement (including regularly scheduled payments, any Settlement Amounts, and any amounts, payable as a result of Terminated Transactions) are payable from the Utility System Revenues on a subordinate basis with respect to the pledge of Utility System Revenues under the Covered Indenture for the benefit of Senior Secured Bonds. Regularly scheduled payments under this Agreement are payable from the Hedge Payments Fund established under the Covered Indenture. The Covered Indenture provides that deposits to the Hedge Payments Fund are made only when all required deposits to the Debt Service Account and the Debt Service Reserve Account of the Sinking Fund are current. The Covered Indenture creates a pledge of money on deposit in the Hedge Payments Fund to secure the obligations 'of Counterparty under this Agreement and under any other Hedge Agreements (as defined in the Covered Indenture"). Except for the pledge of Utility System Revenues for the benefit of the Senior Secured Bonds under the Covered Indenture, Counterparty covenants and agrees that it will not hereafter create or permit a pledge of the Utility System Revenues (under the Covered Indenture or otherwise) for the benefit of any bonds or other obligations of Counterparty that is prior or superior to the pledge of Utility System Revenues to the payment of regularly scheduled payments under this Agreement and the other Hodge Agreements. Any Settlement Amounts or amounts payable as a result of Terminated Transactions are payable only from Utility System Revenues, but neither the Covered Indenture nor this 3 Agreement creates a pledge of Utility System Revenues for payment of such amounts, and such amounts are not payable from the Hedge Payments Fund. The obligations of Counterparty to make payments under this Agreement do not constitute general obligation indebtedness of Counterparty, or indebtedness for which the full faith and credit of Counterparty are pledged, and such obligations are not payable from, or secured by a pledge of, any of Counterparty's property or revenues other than the Utility System Revenues." Part VII. Miscellaneous. (a) Addresses for Notices. For the purpose of Section 10(a) of this Agreement:-Address for notices or communications to DB:- All notices to DB under Sections 5 or 6 (other than notices under Section 5(a)(i)) shall be sent to: Deutsche Bank AG 60 Wall Street New York, New York 10005 Attention: Legal Department All other notices to DB shall be sent to the address and contact particulars specified in the Confirmation of that Transaction or otherwise notified. Address for notices or communications to Counterparty:- Address: 530 Green Street, Augusta, Georgia 30901 Attention: Finance Director Facsimile No.: (706) 821-2520 Telephone No.: (706) 821-2429 (b) Account Details. Account for Payments to Counterparty: AO 1141436.1 Georgia Bank and Trust Company of Augusta Augusta, Georgia ABA: 061104314 Account Number: 201002876 Account Name: Augusta-Richmond County Water and Sewer (c) Calculation Agent. The Calculation Agent is DB. (d) Credit Support Document. Details of any Credit Support Document, each of which are incorporated by reference in, and made a part of, this Agreement and each Confirmation (unless provided otherwise in a Confirmation): "Credit Support Document" shall mean, with respect to DB, the Credit Support Annex to this Schedule dated as of , 2005, between DB and the Counterparty. "Credit Support Document" shall mean, with respect to Counterparty ........................None. (e) Credit Support Provider. "Credit Support Provider" means, in relation to DB, none, "Credit Support Provider" means, in relation to Counterparty, .............................................None, (f) Netting of Payments. Subparagraph (ii) of Section 2(c) of this Agreement will apply to the Transactions executed under this Agreement in each case starting from the date of this Schedule. (g) "Affiliate" will have the meaning specified in Section 12 of this Agreement. (h) "Covered Indenture" means (a) the Resolution of the Augusta-Richmond County Commission adopted on October 21, 1996 (the "1996 Resolution") and providing, among other things, for the issuance of Water and Sewerage Revenue Refunding and Improvement Bonds, Series 1996A (the "Series 1996A Bonds"), Taxable Water and Sewerage Revenue Refunding Bonds, Series 1996B (the "Series 1996B Bonds") and Water and Sewerage Revenue Refunding Bonds, Series 1997 (the "Series 1997 Bonds"), and (b) the Parity Resolution of the Augusta-Richmond County Commission adopted on May 4, 2004 and providing, among other things, for the issuance of Water and Sewerage Revenue Refunding Bonds, Auction Rate Series 2006, pursuant to and in conformity with the 1996 Resolution, for the refunding of the Series 1996A Bonds, the Series 1996B Bonds and the Series 1997 Bonds maturing on and after October 1, 2007, and the execution and delivery of an ISDA Master Agreement, together with related Schedule and Confirmation, as such resolution may be amended hereafter with the consent of DB. (i) "Covered Indenture Incorporation Date" means the date of this Schedule. (j) For the purpose of Section 4(a) of this Agreement, each party agrees to deliver the following documents as applicable; (i) Each party agrees to furnish to the other party, as soon as available and in any event within 120 days (or as soon as practicable after becoming publicly available) after the end of each of its fiscal years, a copy of the annual report of the party containing audited consolidated financial statements for such fiscal year certified by independent certified public accountants and prepared in accordance with accounting principles that arc generally accepted in the United States. In the case of Counterparty, the annual report shall be for its System (as defined in the Covered Indenture). 5 AO 1141436.1 (ii) Each party agrees to furnish to the other party, as soon as available and in any event within 60 days (or as soon as practicable after becoming publicly available) after the end of each of its fiscal quarters, unaudited consolidated financial statements of the party for such quarter prepared in accordance with accounting principles that are generally accepted in the United States and on a basis consistent with that of the annual financial statements of the party. (k) This Agreement is hereby amended by adding the following Section "13" hereto:- "13. Relationship Between Parties Each party will be deemed to represent to the other party on the date on which it enters into a Transaction that (absent a written agreement between the parties that expressly imposes affirmative obligations to the contrary for that Transaction):- (a) Non-Reliance. It is acting for its own account, and it has made its own independent decisions to enter into that Transaction and as to whether that Transaction is appropriate or proper for it based upon its own judgment and upon advice from such advisors as it has deemed necessary. It is not relying on any communication (written or oral) of the other party as investment advice or as a recommendation to enter into that Transaction; it being understood that information and explanations related to the terms and conditions of a Transaction shall not be considered investment advice or a recommendation to enter into that Transaction, It has not received from the other party any assurance or guarantee as to the expected results of that Transaction. (b) Assessment and Understanding. It is capable of assessing the merits of and understanding (on its own behalf or through independent professional advice), and understands and accepts, the terms, conditions and risks of that Transaction. It is also capable of assuming, and assumes, the risks of that Transaction. (e) Status of Parties. The other party is not acting as a fiduciary for or as an advisor to it in respect of that Transaction." (l) Consent to Recording. Each party (i) consents to the recording of the telephone conversations of trading and marketing and/or other personnel of the parties and their Affiliates in connection with this Agreement or any potential Transaction (ii) agrees to obtain any necessary consent of and give notice of such recording to such personnel of it and its Affiliates; and (iii) agrees that recordings may be submitted in evidence in any Proceedings relating to this Agreement. (m) Waiver of Right to Trial by Jury. Each of the parties hereby irrevocably waives any and all right to a trial by jury with respect to any legal proceeding arising out of or relating to this Agreement or any Transaction. DEUTSCHE BANK AG AUGUSTA, GEORGIA By: Name: Title: By: Name: Title: By: Name: Title: Accepted and Agreed: AUGUSTA, GEORGIA By: Name: Title: 13 ISDA. International Swaps and Derivatives Association, Inc. CREDIT SUPPORT ANNEX to the Schedule to the ISDA MASTER AGREEMENT dated as of , 200 between and AUGUSTA, GEORGIADEUTSCHE BANK AG, NEW YORK BRANCH ("Party A") ("Party B") This Annex supplements, forms part of', and is subject to, the above-referenced Agreement, is part of its Schedule and is a Credit Support Document under this Agreement with respect to each party, Accordingly, the parties agree as follows: Paragraph 1. Interpretation (a) Definitions and Inconsistency. Capitalized terms not otherwise defined herein or elsewhere in this Agreement have the meanings specified pursuant to Paragraph 12, and all references in this Annex to Paragraphs are to Paragraphs of this Annex, In the event of any inconsistency between this Annex and the other provisions of this Schedule, this Annex will prevail, and in the event of any inconsistency between Paragraph 13 and the other provisions of this Annex, Paragraph 13 will prevail, (b) Secured Party and Pledgor. All references in this Annex to the "Secured Party" will be to either party when acting in that capacity and all corresponding references to the Pledgor will be to the other party when acting in that capacity; provided however, that if Other Posted Support is held by a party to this Annex, all references herein to that party as the Secured Party with respect to that Other Posted Support will be to that party as the beneficiary thereof and will not subject that support or that party as the beneficiary thereof to provisions of law generally relating to security interests and secured parties. Paragraph 2. Security Interest Each party, as the Pledgor, hereby pledges to the other party, as the Secured Party, as security for its Obligations and grants to the Secured Party a first priority continuing security interest in, lien on and right of Set-off against all Posted Collateral Transferred to or received by the Secured Party hereunder. Upon the Transfer by the Secured Party to the Pledgor of Posted Collateral, the security interest and lien granted hereunder on that Posted Collateral will be released immediately and, to the extent possible, without any further action by either party. F-1 Paragraph 3, Credit Support Obligations (a) Delivery Amount. Subject to Paragraphs 4 and 5, upon demand made by the Secured Party on or promptly following a Valuation Date, if the Delivery Amount for that Valuation Date equals or exceeds the Pledger's Minimum Transfer Amount, then the Pledger will Transfer to the Secured Party Eligible Credit Support having a Value as of the date of Transfer at least equal to the applicable Delivery Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the "Delivery Amount" applicable to the Pledgor for any Valuation Date will equal the amount by which: (i) the Credit Support Amount exceeds (ii) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party. (b) Return Amount. Subject to Paragraphs 4 and 5, upon a demand made by the Pledgor on or promptly following a Valuation Date, if the Return Amount for that Valuation Date equals or exceeds Secured Party's Minimum Transfer Amount, then the Secured Party will Transfer to the Pledgor Posted Credit Support specified by the Pledger in that demand having a Value as of the date of Transfer as close as practicable to the applicable Return Amount (rounded pursuant to Paragraph 13). Unless otherwise specified in Paragraph 13, the "Return Amount" applicable to the Secured Party for any Valuation Date will equal the amount by which: (i) the Value as of that Valuation Date of all Posted Credit Support held by the Secured Party exceeds (ii) the Credit Support Amount. "Credit Support Amount" means, unless otherwise specified in Paragraph 13, for any Valuation Date (i) the Secured Party's Exposure for that Valuation Date plus (ii) the aggregate of all Independent Amounts applicable to the Pledger, if any, minus (iii) all Independent Amounts applicable to the Secured Party, if any, minus (iv) the Pledgor's Threshold; provided, however, that the Credit Support Amount will be deemed to be zero whenever the calculation of Credit Support Amount yields a number less than zero. Paragraph 4. Conditions Precedent, Transfer Timing, Calculations and Substitutions (a) Conditions Precedent. Each Transfer obligation of the Pledger under Paragraphs 3 and 5 and of the Secured Party under Paragraphs 3, 4(d)(ii), 5 and 6(d) is subject to the conditions precedent that: (i) no Event of Default, Potential Event of Default or Specified Condition has occurred and is continuing with respect to the other party; and (ii) no Early Termination Date ,for which any unsatisfied payment obligations exist has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the other party, (b) Transfer Timing Subject to Paragraphs 4(a) and 5 and unless otherwise specified, if a demand for the Transfer of Eligible Credit Support or Posted Credit Support is made by the Notification Time, then the relevant Transfer will be made not later than the close of business on the next Local Business Day; if a demand is made after the Notification Time, then the relevant Transfer will be made not later than the close of business on the second Local Business Day thereafter. (c) Calculations. All calculations of Value and Exposure for purposes of Paragraphs 3 and 6(d) will be made by the Valuation Agent as of the Valuation Time. The Valuation Agent will notify each party F-2 AO 1141436,1 (or the other party, if the Valuation Agent is a party) of its calculations not later than the Notification Time on the Local Business Day following the applicable Valuation Date (or in the ease of Paragraph 6(d), following the date of calculation). (d) Substitutions, (i) Unless otherwise specified in Paragraph 13, upon notice to the Secured Party specifying the items of Posted Credit Support to be exchanged, the Pledger may, on any Local Business Day, Transfer to the Secured Party substitute Eligible Credit Support (the "Substitute Credit Support"); and (ii) subject to Paragraph 4(a), the Secured Party will Transfer to the Pledgor the items of Posted Credit Support specified by the Pledgor in its notice not later than the Local Business Day following the date on which the Secured Party receives the Substitute Credit Support, unless otherwise specified in Paragraph 13 (the "Substitution Date"); provided that the Secured Party will only be obligated to Transfers Posted Credit Support with a Value as of the date of Transfer of that Posted Credit Support equal to the Value as of that date of the Substitute Credit Support. Paragraph 5. Dispute Resolution If a party (a "Disputing Party") disputes (1) the Valuation Agent's calculation of a Delivery Amount or a Return Amount or (1I) the Value of any Transfer of Eligible Credit Support or Posted Credit Support, then (1) the Disputing Party will notify the other party and the Valuation Agent (if the Valuation Agent is not the other party) not later than the close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3 in case of (1) above or (Y) the date of Transfer in the case of (II) above, (2) subject to Paragraph 4(a), the appropriate party will Transfer the undisputed amount to the other party not later than the close of business on the Local Business Day following (X) the date that the demand is made under Paragraph 3 in the case of (1) above or (Y) the date of Transfer in the case of (II) above, (3) the parties will consult with each other In an attempt to resolve the dispute and (4) if they fail to resolve the dispute by the Resolution Time, then: (i) In the case of a dispute involving a Delivery Amount or Return Amount, unless otherwise specified in Paragraph 13, the Valuation Agent will recalculate the Exposure and the Value as of the Recalculation Date by: (A) utilizing any calculations of Exposure for the Transactions (or Swap Transactions) that the parties have agreed are not in dispute; (B) calculating the Exposure for the Transactions (or Swap Transactions) in dispute by seeking four actual quotations at mid-market from Reference Market-makers for purposes of calculating Market Quotation, and taking the arithmetic average of those obtained; provided that if four quotations are not available for a particular Transaction (or Swap Transaction), then fewer than four quotations may be used for that Transaction (or Swap Transaction); and if no quotations are available for a particular Transaction (or Swap Transaction), then the Valuation Agent's original calculations will be used for that Transaction (or Swap Transaction); (C) utilizing the procedures specified in Paragraph 13 for calculating the Value, if disputed, of Posted Credit Support. (ii) In the case of a dispute involving the Value of any Transfer of Eligible Credit Support or Posted Credit Support the Valuation Agent will recalculate the Value as of the date of Transfer r pursuant to Paragraph 13. Following a recalculation pursuant to this Paragraph, the Valuation Agent will notify each party (or the other party, if the Valuation Agent is a party) not later than the Notification Time on the Local Business F-3 AO 1141436.1 Day following the Resolution Time. The appropriate party will, upon demand following that notice by the Valuation Agent or a resolution pursuant to (3) above and subject to Paragraphs 4(a) and 4(b), make the appropriate Transfer. Paragraph 6. Holding and Using Posted Collateral (a) Care of Posted Collateral. Without limiting the secured Party's rights under Paragraph 6(c), the Secured Party will exercise reasonable care to assure the safe custody of all Posted Collateral to the extent required by applicable law, and in any event the Secured Party will be deemed to have exercised reasonable care if it exercises at least the same degree of care as it would exercise with respect to its own property. Except as specified in the preceding sentence, the Secured Party will have no duty with respect to Posted Collateral, including, without limitation, any duty to collect any Distributions, or enforce or preserve any rights pertaining thereto. (b) Eligibility to Hold Posted Collateral; Custodians. (i) General. Subject to the satisfaction of any conditions specified in Paragraph 13 for holding Posted Collateral, the Secured Party will be entitled to hold Posted Collateral or to appoint an agent (a "Custodian") to hold Posted Collateral for the Secured Party, Upon notice by the Secured Party to the Pledger of the appointment of a Custodian, the Pledgor's obligations to make any Transfer will be discharged by making the Transfer to that Custodian. The holding of Posted Collateral by a Custodian will be deemed to be the holding of that Posted Collateral by the Secured Party for which the Custodian is acting. (ii) Failure to Satisfy Conditions, If the Secured Party or its Custodian fails to satisfy conditions for holding Posted Collateral, then upon a demand made by the Pledgor, the Secured Party will, not later than five Local Business Days after the demand, Transfer or cause its Custodian to Transfer all Posted Collateral held by it to a Custodian that satisfies those conditions or to the Secured Party if it satisfies those conditions. (iii) Liability. The Secured Party will be liable for the acts or omissions of its Custodian to the same extent that the Secured Party would be liable hereunder for its own acts or omissions. (c) Use of Posted Collateral. Unless otherwise specified in Paragraph 13 and without limiting the rights and obligations of the parties under Paragraphs 3, 4(d)(ii), 5, 6(d) and 8, if the Secured Party is not a Defaulting Party or an Affected Party with respect to a Specified Condition and no Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then the Secured Party will, notwithstanding Section 9-207 of the New York Uniform Commercial Code, have the right to: (i) sell, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any Posted Collateral it holds, free from any claim or right of any nature whatsoever of the Pledger, including any equity or right of redemption by the Pledgor; and (ii) register any Posted Collateral in the name of the Secured Party, its Custodian or a nominee for either. For purposes of the obligation to Transfer Eligible Credit Support or Posted Credit Support pursuant to Paragraphs 3 and 5 and any rights or remedies authorized under this Agreement, the Secured Party will be deemed to continue to hold all Posted Collateral and to receive Distributions made thereon, regardless of whether the Secured Party has exercised any rights with respect to any Posted Collateral pursuant to (i) or (ii) above. F-4. AO 1141436.1 (d) Distributions and Interest Amount. (i) Distributions, Subject to Paragraph 4(a), if the Secured Party receives or is deemed to receive Distributions on a Local Business Day, it will Transfer to the Pledger not later than the following Business Day any Distributions it receives or is deemed to receive to the extent that .a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose). (ii) Interest Amount. Unless otherwise specified in Paragraph 13 and subject to Paragraph 4(a), in lieu of any interest, dividends or other amounts paid or deemed to have been paid with respect to Posted Collateral in the form of Cash (all of which may be retained by the Secured Party), the Secured Party will Transfer to the Pledger at the times specified in Paragraph 13 the Interest Amount to the extent that a Delivery Amount would not be created or increased by that Transfer, as calculated by the Valuation Agent (and the date of calculation will be deemed to be a Valuation Date for this purpose). The Interest Amount or portion thereof not Transferred pursuant to this Paragraph will constitute Posted Collateral in the form of Cash and will be . subject to the security interest granted under Paragraph 2. Paragraph 7. Events of Default For purposes of Section 5(a)(iii)(1) of this Agreement, an Event of Default will exist with respect to a party (i) that party fails (or fails to cause its Custodian) to make, when .due, any Transfer of Eligible Collateral, Posted Collateral or the Interest Amount, as applicable, required to be made by it and that failure continues for two Local Business Days after notice of that failure is given to that party; (ii) that party fails to comply with any restriction or prohibition specified in this Annex with respect to any of the rights specified in Paragraph 6(c) and that failure continues for five Local Business Days after notice of that failure is given to that party; or (iii) that party fails to comply with or perform any agreement or obligation other than those specified in Paragraphs 7(i) and 7(ii) and that failure continues for 30 days after notice of that failure is given to that party. Paragraph 8. Certain Rights and Remedies (a) Secured Party's Rights and Remedies. If at any time (1) an Event of Default or Specified Condition with respect to the Pledgor has occurred and is continuing or (2) an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Pledgor, then, unless the Pledger has paid in %11 all of its Obligations that are then due, the Secured Party may exercise one or more of the following rights and remedies; (i) all rights and remedies available to a secured party under applicable law with respect to Posted Collateral held by the Secured Party; (ii) any other rights and remedies available to the Secured Party under the terms of Other Posted Support, if any; (iii) the right to Set-off any amounts payable by the Pledger with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (iv) the right to liquidate any Posted Collateral held by the Secured Party through one or more public or private sales or other dispositions with such notice, if any, as may he required under F-5 AO 1141436.1 applicable law, free from any claim or right of any nature whatsoever of the Pledger, including any equity or right of redemption by the Pledger (with the Secured Party having the right to purchase any or all of the Posted Collateral to be sold) and to apply the proceeds (or the Cash equivalent thereof) from the liquidation of the Posted Collateral to any amounts payable by the Pledger with respect to any Obligations in that order as the Secured Party may elect. Each party acknowledges and agrees that Posted Collateral in the form of securities may decline speedily in value and is of a type customarily sold on a recognized market, and, accordingly, the Pledgor is not entitled to prior notice of any site of that Posted Collateral by the Secured Parry, except any notice that is required wider applicable law and cannot be waived. . (b) Hedger's Rights and Remedies. If at any time an Early Termination Date has occurred or been designated as the result of an Event of Default or Specified Condition with respect to the Secured Party, then (except in the ease of an Early Termination Date relating to less than all Transactions (or Swap Transactions) where the Secured Party has paid in full all of its obligations that are then due under Section 6(e) of this Agreement); (i) the Pledger may exercise all rights and remedies available to a Pledger under applicable law with respect to Posted Collateral held by the Scoured Party; (ii) the Pledger may exercise any other rights and remedies available to the Pledger under the terms of Other Posted Support, if any; (iii) the Secured Party will be obligated immediately to Transfer all Posted Collateral and the Interest Amount to the Pledger; and (iv) to the extent that Posted Collateral or the Interest Amount is not so Transferred pursuant to (iii) above, the Pledger may: (A) Set-off any amounts payable by the Pledger with respect to any Obligations against any Posted Collateral or the Cash equivalent of any Posted Collateral held by the Secured Party (or any obligation of the Secured Party to Transfer that Posted Collateral); and (B) to the extent that the Pledgor does not Set-off under (iv)(A) above, withhold payment of' any remaining amounts payable by the Pledger with respect to any Obligations, up to the Value of any remaining Posted Collateral held by the Secured Party, until that Posted Collateral is Transferred to the Pledger. (c) Deficiencies and Excess Proceeds. The Secured Party will Transfer to the Pledger any proceeds and Posted Credit Support remaining after liquidation, Setoff and/or application under Paragraphs 8(a) and 8(b) after satisfaction in full of all amounts payable by the Pledger with respect to any Obligations; the Pledger in all events will remain liable for any amounts remaining unpaid after any liquidation, Set-off and/or application under Paragraphs 8(a) and 8(b). (d) Final Returns. When no amounts are or thereafter may become payable by the Pledger with respect to any Obligations (except for any potential liability under Section 2(d) of this Agreement), the Secured Party will Transfer to the Pledgor all Posted Credit Support and the Interest Amount, if any. Paragraph 9. Representations Each party represents to the other party (which representation will be deemed to be repeated as of each date on which it, as the Pledger, Transfers Eligible Collateral) that: (i) it has the power to grant a security interest in and lien on any Eligible Collateral it Transfers as the Pledger and has taken all necessary actions to authorize the granting of that security interest and lien; F•6 AD 1141436.1 (ii) it is the sole owner of or otherwise has the right to Transfer all Eligible Collateral it Transfers to the Secured Party hereunder, free and clear of any security interest, lien, encumbrance or other restrictions other than the security interest and lien granted under Paragraph 2; (iii) upon the Transfer of any Eligible Collateral to the Secured Party under the terms of this Annex, the Secured Party will have a valid and perfected first priority security interest therein (assuming that any central clearing corporation or any third-party financial intermediary or other entity not within the control of the Pledger involved in the Transfer of that Eligible Collateral gives the notices and takes the action required of it under applicable law for perfection of that interest); and (iv) the performance by it of its obligations under this Annex will not result in the creation of any security interest, lien or other encumbrance on any Posted Collateral other than the security interest and lien granted under Paragraph 2. Paragraph 10. Expenses (a) General. Except as otherwise provided in Paragraphs 10(b) and 10(o), each party will pay its own costs and expenses in connection with performing its obligations under this Annex and neither party will be liable for any costa and expenses incurred by the other party in connection herewith. (b) Posted Credit Support. The Pledger will promptly pay when due all taxes, assessments or charges of any nature that arc imposed with respect to Posted Credit support held by the Secured Party upon becoming aware of the same, regardless of whether any portion of that Posted Credit Support is subsequently disposed of under Paragraph 6(c), except for those taxes, assessments and charges that result from the exercise of the Secured Party's rights under Paragraph 6(c). (c) Liquidation/Application of Posted Credit Support. All reasonable costs and expenses incurred by or on behalf of the Secured Party or the Pledger in connection with the liquidation and/or application of any Posted Credit Support under Paragraph 8 will be payable, on demand and pursuant to the Expenses Section of this Agreement, by the Defaulting Party or, if there is no Defaulting Party, equally by the parties. Paragraph 11. Miscellaneous (a) Default Interest. A Secured Party that fails to make, when due, any Transfer of Posted Collateral or the Interest Amount will be obliged to pay the Pledger (to the extent permitted under applicable law) in amount equal to interest at the Default Rate multiplied by the Value of the items of property that were required to be Transferred, from (and including) the date that the Posted Collateral or Interest Amount was required to be Transferred to (but excluding) the date of Transfer of that Posted Collateral or Interest Amount, This interest will be calculated on the basis of daily compounding and the actual number of days elapsed. (b) Further Assurances. Promptly following a demand made by a party, the other party will execute, deliver, file and record any financing statement, specific assignment or other document and take any other action that may be necessary or desirable and reasonably requested by that party to create, preserve, perfect or validate any security interest or lien granted under Paragraph 2, to enable that party to exercise or enforce its rights under this Annex with respect to Posted Credit Support or an Interest Amount or to effect or document a release of a security interest on Posted Collateral or an Interest Amount, (c) Further Protection. The Pledgor will promptly give notice to the Secured Party of, and defend against, any suit, action, proceeding or lien that involves Posted Credit Support Transferred by the Pledger or that could adversely affect the security interest and lien granted by it under Paragraph 2, unless F-7 AO 1141436.1 that suit, action, proceeding or lion results from the exercise of the Secured Party's rights under Paragraph 6(c). (d) Good Faith and Commercially Reasonable Manner. Performance of all obligations under this Annex, including, but not limited to, all calculations, valuations and determinations made by either party, will be made in good faith and in a commercially reasonable manner. (e) Demands and Notices. All demands and notices given by a party under this Annex will be made as specified in the Notices Section of this Agreement, except as otherwise provided in Paragraph 13, (f) Specifications of Certain Matters Anything referred to in this Annex as being specified in Paragraph 13 also may be specified in one or more Confirmations or other documents and this Annex will be construed accordingly. Paragraph 12. Definitions As used in this Annex:- "Cash" means the lawful currency of the United Statesof America. "Credit Support Amount" has the meaning specified in Paragraph 3. "Custodian" has the meaning specified in Paragraphs 6(b)(i) and 13. "Delivery Amount" has the meaning specified in Paragraph 3(a). "Disputing Party" has the meaning specified in Paragraph 5. "Distributions" means, with respect to Posted Collateral other than Cash, all principal, interest and other payments and distributions of cash or other property with respect thereto, regardless of whether the Secured Party has disposed of that Posted Collateral under Paragraph 6(c). Distributions will not include any item of property acquired by the Secured Party upon any disposition or liquidation of Posted Collateral or, with respect to any Posted Collateral in the form of Cash, any distributions on that collateral, unless otherwise specified herein. "Eligible Collateral" means, with respect to a party, the items, if any, specified as such for that party in Paragraph 13, "Eligible Credit Support" means Eligible Collateral and Other Eligible Support. "Exposure" means for any Valuation Date or other date for which Exposure is calculated and subject to Paragraph 5 in the case of a dispute, the amount, if any, that would be payable to a party that is the Secured Party by the other party (expressed as a positive number) or by a party that is the Secured Party to the other party (expressed as a negative number) pursuant to Section 6(e)(ii)(2)(A) of this Agreement as if all Transactions (or Swap Transactions) were being terminated as of the relevant Valuation Time; provided that Market Quotation will be determined by the Valuation Agent using its estimates at mid. market of the amounts that would be paid for Replacement Transactions (as that term is defined in the definition of "Market Quotation"). Independent Amount" means, with respect to party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero. "Interest Amount" means, with respect to an Interest Period, the aggregate awn of the amounts of interest calculated for each day in that Interest Period on the principal amount of Posted Collateral in the form of Cash held by the Secured Party on that day, determined by the Secured Party for each such day as follows: (x) the amount of Cash on that day; multiplied by F-8 AO 1141436.1 (y) the Interest Rate in effect for that day; divided by (z) 360. "Interest Period" means the period from (and including) the last Local Business Day on which an Interest Amount was Transferred (or, if no Interest Amount has yet been Transferred, the Local Business Day on which Posted Collateral in the form of Cash was Transferred to or received by the Secured Party) to (but excluding) the Local Business Day on which the current Interest Amount is to be Transferred. "Interest Rate" means the rate specified in Paragraph 13. "Local Business Day," unless otherwise specified in Paragraph 13, has the meaning specified in the Definitions Section of this Agreement, except that references to a payment in clause (b) thereof will be deemed to include a Transfer under this Annex. "Minimum Transfer Amount" means, with respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero. "Notification Time" has the meaning specified in Paragraph 13. "Obligations" means, with respect to a party, all present and future obligations of that party under this Agreement and any additional obligations specified for that party in Paragraph 13, "Other Eligible Support" means, with respect to a party; the items, if any, specified as such for that party in Paragraph 13. "Other Posted Support" means all Other Eligible Support Transferred to the Secured Party that remains in effect for the benefit of that Secured Party, "Pledger" means either party, when that party (i) receives a demand for or is required to Transfer Eligible Credit Support under Paragraph 3(a) or (ii) has Transferred Eligible Credit Support under Paragraph 3(a). "Posted Collateral" means all Eligible Collateral, other property, Distributions, and all proceeds thereof that have been Transferred to or received by the Secured Party under this Annex and not Transferred to the Pledgor pursuant to Paragraph 3(b), 4(d)(ii) or 6(d)(i) or released by the Secured Party under Paragraph 8. My Interest Amount or portion thereof not Transferred pursuant to Paragraph 6(d)(ii) will constitute Posted Collateral in the form of Cash. "Posted Credit Support" means Posted Collateral and Other Posted Support. "Recalculation Date" means the Valuation Date that gives rise to the dispute under Paragraph 5; provided, however, that if a subsequent Valuation Date occurs under Paragraph 3 prior to the resolution of the dispute, then the "Recalculation Date" means the most recent Valuation Date under Paragraph 3. "Resolution Time" has the meaning specified in Paragraph 13. "Return Amount" has the meaning specified in Paragraph 3(b). "Secured Party" means either party, when that party (i) makes a demand for or is entitled to receive Eligible Credit Support under Paragraph 3(a) or (if) holds or is deemed to hold Posted Credit Support, "Specified Condition" means, with respect to a party, any event specified as such for that party in Paragraph 13. "Substitute Credit Support" has the meaning specified in Paragraph 4(d)(i). "Substitution Date" has the meaning specified in Paragraph 4(d)(ii). F-9 AO 1141436.1 "Threshold" means, with, respect to a party, the amount specified as such for that party in Paragraph 13; if no amount is specified, zero. "Transfer" means, with respect to any Eligible Credit Support, Posted Credit Support or Interest Amount, and in accordance with the instructions of the Secured Party, Pledger or Custodian, as applicable: (i) in the case of Cash, payment or delivery by wire transfer into one or more bank accounts specified by the recipient; (ii) in the case of certificated securities that cannot be paid or delivered by book-entry, payment or delivery in appropriate physical form to the recipient or its account accompanied by any duly executed instruments of transfer, assignments in blank, transfer tax stamps and any other documents necessary to constitute a legally valid transfer to the recipient; (iii) in the case of securities that can be paid or delivered in book-entry, the giving of written instruments to the relevant depository institution or other entity specified by the recipient, together with a written copy thereof to the recipient, sufficient if complied with to result in a legally effective transfer of the relevant interest to the recipient and (iv) in the case of Other Eligible Support or Other Posted Support, as specified in Paragraph 13. "Valuation Agent" has the meaning specified in Paragraph 13. "Valuation Date" means each date specified in or otherwise determined pursuant to Paragraph 13. "Valuation Percentage" means, for any item of Eligible Collateral, the percentage specified in Paragraph 13. "Valuation Time" has the meaning specified in Paragraph 13. "Value" means for any Valuation Date or other date for which Value is calculated, and subject to Paragraph 5 in the case of a dispute, with respect to: (i) Eligible Collateral or Posted Collateral that is: (A) Cash, the amount thereof; and (13) a security, the bid price obtained by the Valuation Agent multiplied by the applicable Valuation Percentage, if any; (ii) Posted Collateral that consists of items that are not specified as Eligible Collateral, zero; and (iii) Other Eligible Support and Other Posted Support, as specified in Paragraph 13. F-10 AO 1141436.1 Paragraph 13. Elections and Variables (a) Security Interest for "Obligations". The term "Obligations" as used in this Annex includes the following additional obligations: Not Applicable. (b) Credit Support Obligations. (i) Delivery Amount, Return Amount and Credit Support Amount. (A) "Delivery Amount" has the meaning specified in Paragraph 3(a), (B) "Return Amount" has the meaning specified in Paragraph 3(b), (C) "Credit Support Amount" has the meaning specified in Paragraph 3, Eligible Collateral. The following items will qualify as "Eligible Collateral": Valuation Percentage (A) Cash; 100% (B) negotiable debt obligations issued by 98% the U.S. Treasury Department having an original maturity of not more than one year; (C) negotiable debt obligations issued by 95% the U.S. Treasury Department having an original maturity of more than one year but not more than ten years; (D) negotiable debt obligations issued by 90% the U.S. Treasury Department having an original maturity of more than ten years; F-11 AO 1141436.1 (E) single-class mortgage participation 95% certificates ("FHLM Certificates") in book-entry form backed by single- family residential mortgage loans, the full and timely payment of interest at the applicable certificate rate and the ultimate collection of principal of which are guaranteed by the Federal Home Loan Mortgage Corporation (excluding Real Estate' Mortgage Investment Conduit ("REMIC") or other multi-class pass-through certificates, pass-through certificates backed by adjustable rate mortgages and securities paying interest or principal only); (F) single-class mortgage pass-through 90% certificates ("FNMA Certificates") in book-entry form backed by single-family residential mortgage loans, the full and timely payment of interest at the applicable certificate rate and the ultimate collection of principal of which are guaranteed by the Federal National Mortgage Association (excluding REMIC or other multi-class pass- through certificates, pass-through certificates backed by adjustable rate mortgages and securities paying interest or principal only); F-12 Valuation Percentage AO 1i41436,1 Valuation Percentage (G) single-class fully modified pass- 90% through certificates ("GNMA Certificates") in book-entry form backed by single-family residential mortgage loans, the full and timely payment of principal and interest of which is guaranteed by the Government National Mortgage Association (excluding REMIC or other multi-class pass- through certificates, pass-through certificates backed by adjustable rate mortgages and securities paying interest or principal only); (iii) Other Eligible Support. There shall be no "Other Eligible Support" for either Party A or Party B (iv) Thresholds. i. "Independent Amount" means, for each party, with respect to each Transaction, zero (unless a different amount is specified in the Confirmation of that Transaction as that parry's Independent Amount), ii. "Threshold" means the amounts set out below determined on the basis of the lower of the ratings assigned by either S&P or Moody's to (i) the long term, unsecured and unsubordinated debt of Party A and (ii) the long term debt of Party B secured by the Covered Indenture in the case of Party B; provided that if (x) Party A or Party B has no such ratings or (y) an Event of Default, Potential Event of Default, Termination Event, Additional Termination Event or Specified Condition has occurred and is continuing with respect to Party A or Party B, the Threshold with respect to the relevant party shall be zero: Moody's Rating S&P Rating Threshold Aa3 or above AA- or above $30 million Al A+ $25 million A2 A $20 million A3 A- $10 million Baal BBB+ $5 million Baa2 or below BBB or below $0 iii. "Minimum Transfer Amount" means, with respect to a party, US $100,000; provided, that if (i) an Event of Default, Potential Event of Default, Termination Event, Additional Termination Event or Specified Condition has occurred and is continuing the Minimum Transfer Amount with respect to such party shall be zero. AO 1141436.1 F43 (D) "Rounding". The Delivery Amount and the Return Amount will be rounded up and down respectively to the nearest integral multiple of US $10,000. (c) Valuation and Timing. i. "Valuation Agent" means, for purposes of Paragraph 3 and 5, the party making the demand under Paragraph 3; for the purpose of Paragraph 4(d)(ii), the Secured Party receiving the Substitute Credit Support and for purposes of Paragraph 6(d), the Secured Party receiving or deemed to receive the Distributions or the Interest Amount, as applicable. ii. "Valuation Date" means Any Local Business Day. iii. "Valuation Time" means the close of business in the city of the Valuation Agent on the Local Business Day preceding the Valuation Date or date of calculation, as applicable; provided that the calculations of Value and Exposure will be made as of approximately the same time on the same date. iv. "Notification Time" means by 10:00 a.m., New York time, on a Local Business Day, (d) Conditions Precedent and Secured Party's Rights and Remedies. For purposes of Paragraph 8(a), each Termination Event will constitute a Specified Condition with respect to a Pledger, if the Pledger fails to pay when due (after the expiration of any applicable grace period) any amount payable by it in connection with an Early Termination Date designated in connection with that Termination Event. For all other purposes of this Annex, each Termination Event specified below with respect to a party will be a "Specified Condition" for that party. Credit Event Upon Merger [X] Additional Termination Events (if any) [X] (e) Substitution. (i) "Substitution Date" has the meaning specified in Paragraph 4(d)(ii). (ii) "Consent." The Pledgor may substitute Eligible Credit Support pursuant to Paragraph 4(d) without consent from the Secured Party. (f) Dispute Resolution. (i) "Resolution Time" means 1:00 p.m., New York Time, on the first Local Business Day following the date on which notice of the dispute is given under Paragraph 5. (ii) "Value." For the purpose of Paragraph 5(i)(C) and 5(ii), the Value of Eligible Collateral will be calculated as follows: F-14 A O 1141436,1 as set forth for other purposes in Paragraph 12. . (iii) "Alternative." Not Applicable. (g) Holding and Using Posted Collateral. ( i ) "Eligibility to Hold Posted Collateral; Custodians." As long as the conditions sot forth in clause (1) below are satisfied, Party A shall be entitled to hold Posted Collateral pursuant to Paragraph 6(b). As long as the condition set forth in clause (2) below arc satisfied, any Custodian for Party A shall be entitled to hold Posted Collateral pursuant to Paragraph 6(b). (1) Party A: (a) The long-term unsecured debt ratings of Party A are at least BBB+ (in the case of S&P) and Baal (in the case of Moody's) and (b) Party A is not a Defaulting Party. (2) The Custodian: The Custodian is a bank or trust company located in the State of New York having total assets of at least US $10,000,000,000, Initially, the Custodian for Party A is: Party A As long as the conditions set forth in clause (1) below arc satisfied, Party B shall be entitled to hold Posted Collateral pursuant to paragraph 6(b). As long as the conditions set forth in clause (2) below are satisfied, any Custodian for Party B shall be entitled to hold Posted Collateral pursuant to Paragraph 6(b), (1) Party B: (a) The long-term unsecured debt ratings of Party B are at least BBB+ (in the case of S&P) and Baal (in the case of Moody's) and (b) Party B is not a Defaulting Party. (2) The Custodian: The Custodian is a bank or trust company located in the State of New York having total assets of at least US $10,000,000,000, Initially, the Custodian for Party B is: ..................................To be provided (ii) "Use of Posted Collateral" The provisions of Paragraph 6(c) will apply to Party A and Party B. F-15 A O 1 1 41436.1 (h) Distributions and Interest Amount. (i) "Interest Rate." The Interest Rate will be the rate per annum equal to the overnight Federal Funds Rate for each day cash is held by the Secured Party as reported in Federal Reserve Publication H,15.519. (ii) "Transfer of Interest Amount," The Transfer of the Interest Amount will be made on the first Local Business Day of each calendar month and on any Local Business Day that Posted Collateral in the form of Cash is Transferred to the Pledgor pursuant to Paragraph 3(b). (iii) "Alternative to Interest Amount." Not Applicable. (j) Additional Representation(s). Not Applicable. (k) "Other Eligible Support and Other Posted Support." (i) "Value" with respect to Other Eligible Support and Other Posted Support meats: Not Applicable. (ii) "Transfer" with respect to Other Eligible Support and Other Posted Support means: Not Applicable, (l) Demands and Notices. All demands, specifications and notices made by a party to this Annex will be made pursuant to the Notices Section of this Agreement, unless otherwise otherwise specified here: Party A: Deutsche Bank AG 60 Wall Street New York, NY 10005 Attention: Collateral Management and Valuations. (m) Addresses for Transfers. As set forth in demands and notices from such party from time to time. (n) Other Provisions. (i.) Additions to Paragraph 3. The following subparagraph (c) is hereby added to Paragraph 3 of this Annex: No offset. On any Valuation Date, if either (i) each party is required to make a Transfer under Paragraph 3(a) or (ii) each party is required to make a Transfer under Paragraph 3(b), then the amounts of those obligations will not offset each other. AO t 1141436.1 F•16 IN WITNESS WHEREOF the parties have executed this document on the respective dates specified below with effect from the date specified on the first page of this document. DEUTSCHE BANK AG, NEW YORK BRANCH AUGUSTA, GEORGIA SERVICES, INC. By: By: Name: Name: Title: Title: Date: Date: By: AO 1141436.1 Name: Title: Date: Commission Meeting Agenda 5/2/2006 2:00 PM Lighting Barrett Plaza Department: Caption:Discuss/approve lighting plan for Barrett Plaza. (Requested by Commissioner Marion Williams) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM Marshal's Duties Department: Caption:Discuss the duties and responsibilities of the Marshal's Department as it relates to ARC Code Enforcement. (Requested by Mayor Pro Tem Marion Williams) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Commission Meeting Agenda 5/2/2006 2:00 PM Resolution Calling Special Election for filling Vacancy in 4th District Commission Seat Department:Commissioner Jerry Brigham Caption:Resolution Calling Special Election for filling Vacancy in 4th District Commission Seat Background:When this Agenda Item is being prepared, it is anticipated that on April 27, 2006, Commissioner Colclough will qualify as a candidate for election to the Georgia House of Representatives, and by so doing will be deemed to have vacated the 4th District Seat on the Commission. The Commission is authorized to elect an Interim Commissioner to serve the 4th District seat until a Special Election is held in District 4. This Agenda Item was prepared by County Attorney Steve Shepard in consultation with the Director of the Board of Elections, Ms. Lynn Bailey. Analysis:Adopt enclose resolution to begin procedure to fill 4th District seat by election at earliest opportunity available which is the date of the General Primary, July 18, 2006. Financial Impact:No additional expense to Augusta for this election if scheduled on July 18, 2006. Alternatives:Election date of September 19, 2006 (Expense to Augusta approximately $20,000) or the election date of November 7, 2006 (No additional expense to Augusta). Recommendation:Election date of July 18, 2006 (No Expense). Funds are Available in the Following Accounts: Not applicable to September 19, 2006 election date. REVIEWED AND APPROVED BY: Administrator. Clerk of Commission RESOLUTION A RESOLUTION CALLING FOR A SPECIAL ELECTION TO FILL THE VACANCY IN THE OFFICE OF FOURTH DISTRICT COMMISSIONER OF AUGUSTA, GEORGIA WHEREAS, the resignation of Commissioner Richard Colclough and the acceptance thereof are now deemed final; and said office is vacant as a matter of fact and a matter of law due to the qualification of Commissioner Richard Colclough as a candidate for election to the Georgia State House of Representatives; and WHEREAS, the Augusta-Richmond County Commission has or will appoint an Interim Commissioner to serve said 4th District until a special election for the office of 4th District Commissioner can be held on July 18, 2006 to fill the unexpired term of the said Richard Colclough. NOW THEREFORE, the Augusta-Richmond County Commission requests that the Richmond County Board of Elections schedule and call a special election for the office of 4th District Commissioner of Augusta, Georgia on July 18, 2006 to fill the office of 4th District Commissioner; and that the Richmond County Board of Elections, by and through its Executive Director, submit said call to the United States Department of Justice in a timely manner so as to obtain pre-clearance of said election. This ______ day of ____________, 2006. Augusta, Georgia BY: ______________________________ As its: ___________Mayor_____________ ATTEST: _____________________________ Clerk of Commission F:\Users\SShepard\STEVE\CITY\RESOLUTION.call commission election.doc Commission Meeting Agenda 5/2/2006 2:00 PM Resolution in Support of Study Expansion of Augusta 2-Way Free Calling Zone and study thereof. Department:Commissioner Jerry Brigham Caption:Motion to approve Resolution in support of expansion of Augusta 2-Way Free Calling Zone and any study required by law which must be undertaken prior to said expension. (Requested by Commissioner Jerry Brigham) Background:Requested by Commissioner Brigham. See proposed Resolution. Analysis:See Background. Financial Impact:To be determined. Alternatives:Do not support expansion of time calling zone. Recommendation:Pass Resolution. Funds are Available in the Following Accounts: N/A REVIEWED AND APPROVED BY: Administrator. Clerk of Commission RESOLUTION A RESOLUTION IN SUPPORT OF THE EXPANSION OF THE AUGUSTA, GEORGIA LOCAL TOLL-FREE TWO WAY CALLING AREA WHEREAS the Augusta, Georgia local two-way calling area presently does not include the cities of Thomson, Waynesboro, and Wrens; and WHEREAS said cities are part of the economic and business trading area known as the Central Savannah River Area; and WHEREAS, the Augusta-Richmond County Commission is of the opinion and belief that Augusta and said cities would benefit economically from a toll-free calling area including Augusta, Thomson, Waynesboro, Wrens and the counties of Richmond, McDuffie, Burke and Jefferson; and WHEREAS the Augusta-Richmond County Commission does hereby request that the Georgia Public Service Commission complete a tariff and usage study to explore the expansion of said toll free two-way calling service area. NOW THEREFORE, be it resolved that the Augusta-Richmond County Commission does hereby support the expansion of the Augusta local two-way free calling service area to include said cities and requests that the Georgia Public Service Commission complete a tariff and usage study to inquire into the expansion of said area; and that said toll free area be established for the benefit of the citizens of Augusta, Thomson, Waynesboro, Wrens and the counties of Richmond, McDuffie, Burke and Jefferson and the areas which can presently be called from said cities by local two-way toll free calling. FURTHER RESOLVED that a copy of this Resolution shall be spread upon the minutes of the Augusta-Richmond County Commission and that the Clerk of the Augusta-Richmond County Commission is hereby directed to send a copy of this Resolution to the Georgia Public Service Commission and to the governing authorities of the cities of Thomson, Waynesboro and Wrens and the Boards of Commissioners of the counties of McDuffie, Burke and Jefferson, to request their support of this Resolution. Adopted this ________ day of _______________, 2006. By: _______________________________ Mayor Attest: ______________________ Clerk F:\Users\SShepard\STEVE\CITY\Resolution.calling zone.DOC