HomeMy WebLinkAbout2007-12-06-Meeting AgendaCommissionMeetingAgenda
CommissionChamber
12/6/2007
2:00PM
INVOCATION:
ReverendDavidHunter,PastorLutheranChurchofth eResurrection.
PLEDGEOFALLEGIANCETOTHEFLAGOFTHEUNITEDSTAT ESOFAMERICA.
Five(5)minutetimelimitperdelegation
DELEGATIONS
A.Mr. C.Keith Brown, Chairman ARC Citizen's Small Bu siness
AdvisoryBoard.RE:PresentationofCSBABBrochur e.
Attachments
B.Mr. Robert A. Mullins. RE: Request to review procu rement
documents.
Attachments
CONSENTAGENDA
(Items1-8)
PUBLICSAFETY
1.Motion to approveaward of Bid Item 07-167 Training
Tower/BurnSimulator;andapprovethereplacemetof theentire
pipeaspartofthesitedevelopmentwiththework tobedoneby
thecurrentengineerwhoisperformingtheworkat anapproximate
costof$500,000withfundingfromSPLOSTIV.(Approvedby
PublicSafetyCommitteeNovember26,2007)
Attachments
FINANCE
2.Motionto approve arequestfromtheUniversityofGeorgiafor
city sponsorship through the purchase of tickets fo r the 18th
Annual Augusta Regional Economic Outlook Luncheon.
(ApprovedbyFinanceCommitteeNovember26,2007)
Attachments
3.Motionto approve arequestfromLouisR.Andrewsregardinga
refund of a homestead exemption for his property at 1314
HighlandAvenuefortheyears2004,2005and2006.(Approved
byFinanceCommitteeNovember26,2007)
Attachments
4.Motionto denyarequestfromShyamVermaregardingapproval
of his homestead exemption for 2007 based upon the
recommendationfromtheTaxAssessor'sOffice.(Approvedby
FinanceCommitteeNovember26,2007)
Attachments
5.Motion to approvea request from Alpha Phi Alpha Fraternity,
Inc.forcitysponsorshipthroughthepurchaseoft icketsforthe
11thAnnualUnityBreakfast.(ApprovedbyFinanceCommittee
November26,2007)
Attachments
6.Motion to approvethe purchase of 3-F-150 Pick Up trucks to
support the Fort Gordon support contract by the Uti lities
Department.(ApprovedbyFinanceCommitteeNovember26,
2007)
Attachments
PETITIONSANDCOMMUNICATIONS
7.Motion to approvethe minutes of the regular meeting of the
CommissionheldonNovember20,2007.
Attachments
APPOINTMENT(S)
8.Motion to approvethe appointment of David Fieldsto the
Augusta Aviation Commission effective January 1, 20 08
representingDistrict10.
Attachments
****ENDCONSENTAGENDA****
AUGUSTACOMMISSION
12/6/2007
AUGUSTACOMMISSION
REGULARAGENDA
12/6/2007
(Items9-19)
PLANNING
9.Z-07-82-ArequestforconcurrencewiththeAugusta-Richmond
CountyPlanningCommissionto denyapetitionbyEricMorrell
Dixon,onbehalfofMichaelC.Shelton,requesting achangeof
zoningfrom ZoneB-1(NeighborhoodBusiness)to Zone B-2
(GeneralBusiness)affectingpropertycontaining.49acresandis
knownunderthepresentnumberingsystemas2053Br oadStreet.
(Tax Map 027-3 Parcels 075 and 075-01)DISTRICT1 (No
actionvotebyCommissioninmeetingheldonNovemb er8,
2007)
Attachments
PUBLICSERVICES
10.Discussion:ArequestbytheLicense&InspectionD epartmentto
renewallAlcoholBeverageLicensesfortheupcomin gyearof
2008.ThisincludesallAdultEntertainmentEstabli shments.This
includesallSundaySales.ThisincludesallDance.Districts1thru
8.SuperDistricts9&10.
Attachments
11.NewApplication:A.N.07-51:ArequestbyBryanBirmingham
foranonpremiseconsumptionLiquor,Beer&Winel icensetobe
usedinconnectionwithAllieKatzBar&Grillloca tedat3629-A
WaltonWayExt.District3.SuperDistrict10.
Attachments
12.Motiontoapprovearequesttoapprovetheselectio nofSwiftTrip,Attachments
LLCfortheairportOn-LineBookingEngine.
ADMINISTRATIVESERVICES
13.ConsiderarequestfromMs.HildaAlexander-Exauswithregard
toforgivingahousingrehabilitationloan.
Attachments
FINANCE
14.Motion to approve referring this funding request fr om Miracle
Making Ministries, Inc. in the amount of $25,000 to the
Administrator for a recommendation for the Commissi on's
December6thmeeting.
Attachments
ENGINEERINGSERVICES
15.Motion to approve Georgia Power Company Governmenta l
EncroachmentAgreement#30977.
Attachments
ATTORNEY
16.Review and approvea newcontract with the Departme nt of
Energy(DOE)andAugusta,Georgiabyandthroughth eAugusta
Aviation Commission for loading and unloading DOE c argo
aircraftattheAugustaRegionalAirportatBushFi eld.
Attachments
17.MotiontoapproveTaxRefundRequest-419Shallowf ordCourt-
016-0-198-00-0,MargaretAnnRichards.
Attachments
18.Motion to approve the attached Resolution of the Au gusta
RichmondCommissionregardingPurchaseofAssetsof LandGas
ofGeorgia,LPinthecaseofAugusta,Georgiav.L andGasof
Georgia,LPCivilActionNo.2005-RCCV-643,SuperiorCourt,
RichmondCounty,Georgia.
Attachments
LEGALMEETING
UpcomingMeetings
www.augustaga.gov
A.PendingandPotentialLitigation.
B.RealEstate.
C.Personnel.
19.Motion to approve execution by the Mayor of the aff idavit of
compliancewithGeorgia'sOpenMeetingAct.
CommissionMeetingAgenda
12/6/20072:00PM
Invocation
Department:
caption2:ReverendDavidHunter,PastorLutheranChurchofth e
Resurrection.
Background:
Analysis:
FinancialImpact:
Alternatives:
Recommendation:
Fundsare
Availableinthe
Following
Accounts:
REVIEWEDANDAPPROVEDBY :
ClerkofCommission
Cover Memo
Item # 1
CommissionMeetingAgenda
12/6/20072:00PM
Citizen'sSmallBusinessAdvisoryBoard
Department:
caption2:Mr.C.KeithBrown,ChairmanARCCitizen'sSmall
BusinessAdvisoryBoard.RE:PresentationofCSBA B
Brochure.
Background:
Analysis:
FinancialImpact:
Alternatives:
Recommendation:
Fundsare
Availableinthe
Following
Accounts:
REVIEWEDANDAPPROVEDBY :
ClerkofCommission
Cover Memo
Item # 2
Attachment number 1
Page 1 of 5
Item # 2
Attachment number 1
Page 2 of 5
Item # 2
Attachment number 1
Page 3 of 5
Item # 2
Attachment number 1
Page 4 of 5
Item # 2
Attachment number 1
Page 5 of 5
Item # 2
CommissionMeetingAgenda
12/6/20072:00PM
RobertMullins
Department:
caption2:Mr.RobertA.Mullins.RE:Requesttoreviewprocu rement
documents.
Background:
Analysis:
FinancialImpact:
Alternatives:
Recommendation:
Fundsare
Availableinthe
Following
Accounts:
REVIEWEDANDAPPROVEDBY :
ClerkofCommission
Cover Memo
Item # 3
Attachment number 1
Page 1 of 8
Item # 3
Attachment number 1
Page 2 of 8
Item # 3
Attachment number 1
Page 3 of 8
Item # 3
Attachment number 1
Page 4 of 8
Item # 3
Attachment number 1
Page 5 of 8
Item # 3
Attachment number 1
Page 6 of 8
Item # 3
Attachment number 1
Page 7 of 8
Item # 3
Attachment number 1
Page 8 of 8
Item # 3
CommissionMeetingAgenda
12/6/20072:00PM
PlanningCommissionRegularAgenda
Department:PlanningCommission
caption2: Z-07-82-ArequestforconcurrencewiththeAugusta-
RichmondCountyPlanningCommissionto denyapetition
byEricMorrellDixon,onbehalfofMichaelC.Shel ton,
requestingachangeofzoningfrom ZoneB-1
(NeighborhoodBusiness)toZoneB-2(GeneralBusine ss)
affectingpropertycontaining.49acresandisknow nunder
thepresentnumberingsystemas2053BroadStreet.(Tax
Map027-3Parcels075and075-01)DISTRICT1(No
actionvotebyCommissioninmeetingheldonNovemb er
8,2007)
Background:
Analysis:
FinancialImpact:
Alternatives:
Recommendation:
Fundsare
Availableinthe
Following
Accounts:
REVIEWEDANDAPPROVEDBY :
ClerkofCommission
Cover Memo
Item # 4
Cover Memo
Item # 4
CommissionMeetingAgenda
12/6/20072:00PM
alcoholapplication
Department:License&Inspections
caption2:Discussion:ArequestbytheLicense&Inspection
DepartmenttorenewallAlcoholBeverageLicensesf orthe
upcomingyearof2008.ThisincludesallAdult
EntertainmentEstablishments.ThisincludesallSun day
Sales.ThisincludesallDance.Districts1thru8.Super
Districts9&10.
Background:Alllocationswereapprovedfortheyear2007.
Analysis:AlllocationsmeettherequirementsoftheAugusta
RichmondCountyAlcoholOrdinance.
FinancialImpact:
Alternatives:
Recommendation:License&Inspectionrecommendsapproval.TheRCSD
recommendsapproval.
Fundsare
Availableinthe
Following
Accounts:
REVIEWEDANDAPPROVEDBY :
Finance.
Administrator.
ClerkofCommission
Cover Memo
Item # 5
Cover Memo
Item # 5
CommissionMeetingAgenda
12/6/20072:00PM
alcoholapplication
Department:License&Inspections
caption2:NewApplication:A.N.07-51:ArequestbyBryan
BirminghamforanonpremiseconsumptionLiquor,Be er&
WinelicensetobeusedinconnectionwithAllieKa tzBar&
Grilllocatedat3629-AWaltonWayExt.District 3.Super
District10.
Background:Thisisanewapplication.
Analysis:TheapplicantmeetstherequirementsoftheAugusta
RichmondCountyAlcoholOrdinance.
FinancialImpact:Theapplicantwillpayapro-ratedfeeof$2117.50
Alternatives:
Recommendation:License&Inspectionsrecommendsapproval.TheRCSD
recommendsapproval.
Fundsare
Availableinthe
Following
Accounts:
REVIEWEDANDAPPROVEDBY :
Finance.
Administrator.
ClerkofCommission
Cover Memo
Item # 6
Cover Memo
Item # 6
Attachment number 1
Page 1 of 2
Item # 6
Attachment number 1
Page 2 of 2
Item # 6
CommissionMeetingAgenda
12/6/20072:00PM
SelectionofSwiftTrip,LLCfortheonlineBooking Agent
Department:AugustaRegionalAirport
caption2:Motiontoapprovearequesttoapprovetheselectio nof
SwiftTrip,LLCfortheairportOn-LineBookingEngi ne.
Background:TheAugustaAviationCommission,attheirAugust30 ,2007
regularmeeting,approvedtheselectionofSwiftTr ip,LLC
fortheonlineBookingAgentfortheairportpendin glegal
approvalofthecontract.Legalreviewedthecontra ctand
changeswererequested.Theattachedcontracthasb een
updatedandreturnedtolegalforfinalapproval.
ThisservicewasadvertisedthroughtheProcurement
DepartmentutilizingtheRFPprocess.SwiftTrip,L LCwas
theonlyrespondentandagreedtoonlyaoneyearc ontract
withfouradditionaloneyearrenewals.
Analysis:Theservicewillprovidethefollowing•Abooking engine
thatwillbelimitedtoairreservationsonlywith booking
capabilityforallairlinesrepresentedintheglob al
distributionsystems.•Thefareanalyzerproductw ill
automaticallytrackfaresusingliveairfaresearch esfor
specifieddepartureanddestinationairports.•Thi ssystem
willallowthepaymentoffaresonlineandpermitt he
customertocompletethetransactiononline.•All marketing
datawillbecapturedandmadeavailablefortheex clusive
useoftheairport.Servicewillalsoincludewebs itehosting.
FinancialImpact:Animplementationfeeof$5,990withamonthlyfee of$570
whichincludeswebsitehosting,airfareanalyzers earches
andbookingenginemaintenancefee.Thiscontracti sforone
year.
Alternatives:Denyrequest.
Cover Memo
Item # 7
Recommendation:Approvetherequest.
Fundsare
Availableinthe
Following
Accounts:
551081111/5212999
REVIEWEDANDAPPROVEDBY :
Finance.
Administrator.
ClerkofCommission
Cover Memo
Item # 7
SwiftTrip, LLC
MASTER SOFTWARE AND SERVICES AGREEMENT
DISTRIBUTOR
This Master Software and Services Agreement (this "Agreement") is
made
and entered
into this day of , 20 (the "Effective Date") by and between
SwiftTrip, LLC located at 702 North
Shore
Drive, Suite 300, Jeffersonville, IN 47130
("SwiftTrip") and Augusta, Georgia, a political subdivision of the State of Georgia, acting
through the Augusta Aviation Commission whose address
is 1501 Aviation
Way, Augusta
Regional Airport at Bush Field, Augusta, Georgia 30906-9600 (hereinafter "Customer").
Subject to the terms and conditions
in this
Agreement, SwiftTrip hereby agrees to provide
Customer certain Web Site
Hosting
Services (Exhibit A), Software Modules (Exhibits B, C, D,
and E), Product Support (Exhibit
F) and
Custom Web Development (Exhibit G) as specified in
the Exhibits attached hereto and incorporated herein
IN WITNESS WHEREOF, the undersigned duly authorized representatives of
the parties
hereto have made and entered into
this
Agreement as of the
Effective
Date.
"SwiftTrip"
SWIFTTRIP, LLC
"Customer"
Augusta, Georgia, a political subdivision of
the State of Georgia, acting through the
Augusta Aviation Commission
I By: By:
I Printed: Lee Thomas Printed:
Its: Executive Vice President Its:
Office Phone: 8 12-206-5 105 Office Phone:
Fax: 812-206-5305 Fax:
E-mail Address: lthomas@,swifttrip.com E-mail Address:
Provide Written Notice to:
Name: Lee Thomas Name:
Title: Executive Vice President Title:
Office Phone: 8 12-206-5 105 Office Phone:
Fax: 812-206-5305 Fax:
E-mail Address: lthomas@,swifttrip.com E-mail Address:
Revision Date: April 30,2007 1
Attachment number 1
Page 1 of 27
Item # 7
1. Definitions All Updates must be installed within twelve
(12) months
of
their release.
1.1 Ameement - means this
Master Software
and
Services
Agreement
and all of its
attachments, exhibits,
and
addenda
1.2 Custom Web Development - means
changes
to
the
Standard Web Site design
requested by Customer which
alter
existing functionality
or appearance
and which
are
either identified in Exhibit
G or are subsequently agreed
to
by SwiftTrip, and accompanied by a written Statement of
Work identified in Exhibit H.
1.3 Data
Center
- means computer
facility designated
by SwiftTrip, fiom which SwiftTrip will provide Web
Hosting
Service
and Software Modules.
1.4 Enhancement - means
changes
to the Software
that provide additional
features
andlor
improvements to
expand
the capabilities
of the
Software
in existing
functional
areas and are
offered for an additional charge.
1.5 Fulfilling Agencv - means
SwiftTrip
or its
designated
agent who
will provide ticket
fulfillment
services
for travel
bookings processed through
the
Web
Site.
1.6
Per Click Products
- means the per use services
provided by SwiftTrip and billed to Customer based on
usage by Customer or
its
end users.
1.7 Products - means the
Software Modules
as
described in Exhibits B, C, D, and E and any
subsequent
hardware
or software
provided to Customer
through
amendment
of Exhibits
B, C, D, and E.
1.8 Services - means Web Hosting
Services, Product
Support, and Custom Web Design as those
services
are
described in Exhibits A, F, & G, and any subsequent
services provided under
the terms of this
Agreement
through Amendment or State of Work.
1.9
Software Modules
- means
the application
and
source
code developed
by SwiftTrip
or
licensed to
SwiftTrip by a third
party
as identified in Exhibits B, C, D,
and E. For
purposes of the scope
of usage or license, the
term
Software shall also include
all Enhancements,
Updates, and any modifications
of the Software, the
use of
which
are
made available to Customer hereunder.
1.10
Statement
of Work - means an agreement
executed between the parties memorializing SwiftTrip's
agreement to perform 'specific services fo; a fee ahd
generally in the
form
of attached
Exhibit
H.
1.1 1 - means the initial
term
and any renewal
hereof.
1.12 Update - means improvements to the
Software
Modules which are ~rovided to
Customer at no additional
cost and improve &e
stability
of the Software
Modules.
Revision Date: April 30,2007
1.13 Web Site - means
the SwiftTrip Software
Modules hosted on
SwiftTrip's servers
and all
the software
systems and database
systems directly
associated with it.
1.14 Customer - means
the
party identified as such
on
the cover page of the
Master Software
and Services
Agreement and on the
signature
page.
1.15 End User - means the person or entity that
is
using
the Software to obtain travel related Services.
2. Scope Of Services
2.1 SwifiTrip
shall provide the Services
as identified
in Exhibits A, F, & G
for the Term of this Agreement.
2.2 With respect to the
Software Modules, SwiftTrip
grants
Customer
a limited
license
to use the
Software
Modules while such
software is
hosted at
the Data Center
for
the
Term of this
Agreement.
2.3 Unless agreed
otherwise, the Software Modules
and the Web Site
shall at
all times reside at SwiftTrip's
Data Center.
3. Term and Termination
3.1 The
initial term of
this Agreement shall
be for
one year fiom the Effective
Date. This Agreement shall
automatically
renew for successive
one (1) year terms
unless
either
party provides
the other
with written notice
of
cancellation
of this Agreement at
least sixty
(60) days
prior
to
the
expiration of the
then-current
term. SwiftTrip may
provide written notice of its
intention
to change
fees
in any
term
after
the initial term with ninety (90)
days
notice.
3.2 Either party may terminate
this Agreement
and
rights granted herein if the other party breaches
any of
the
provisions of this
Agreement
and (i) fails to remedy a
monetary breach within ten (10) days after
receiving
written notice thereof,
or
(ii) provided the breach does not
relate to a monetary obligation,
fails to (a) commence
a
good
faith action
to remedy such breach within
thirty (30)
days
after receiving written notice
thereof, and
(b)
diligently
pursue such action
to conclusion.
3.3 Should
either
party (1) admit in writing
its
inability to pay its
debts generally
as they become
due;
(2) make a general
assignment for the
benefit of
creditors;
(3) institute
proceedings to
be adjudicated a voluntary
bankrupt; (4)consent to the
filing
of a petition of
bankruptcy against
it;
(5) be adjudicated by a court of
competent jurisdiction as being
bankrupt or insolvent;
(6)
seek reorganization under any bankruptcy act;
(7)consent to the
filing of
a petition seeking such
reorganization; or (8) have a decree
entered against it
by a
court of competent
jurisdiction appointing
a receiver,
liquidator, trustee, or assignee in bankruptcy or in
Attachment number 1
Page 2 of 27
Item # 7
insolvency
covering all or-substantially all of such
party's
property or
providing for the liquidation of such
party's
property
or business
affairs; then, in any
such event, the
other party, at its
option
and without prior notice, may
terminate
this Agreement effective
immediately.
3.4
Upon termination
of this Agreement for
any
reason, SwifiTrip's
obligation
to provide
the Services
hereunder will immediately cease and any license
granted
hereunder
shall be
terminated.
3.5
Should there
be any material change, as
determined by
either
party; (1) in any laws,
ordinances,
orders,
rules or regulations governing the
way the
parties
may
operate;
(2) in travel industry conditions,
including but
not limited to,
compensation
received by Fulfilling Agency
or SwifiTrip,; or (3) in technology including but not
limited
to computer
reservation systems or the Internet;
which
material
change has the effect of
materially increasing or
decreasing
the
cost of doing business; then, either
party
shall
have the
right to provide written notice to the
other
party of
such change
and both parties
agree
to renegotiate
in good faith
the financial
andlor
service terms of this
Agreement to return
the
relationship back, as near as
possible, to its
original
term. If the parties are
unsuccessful
in renegotiating
mutually satisfactory
terms, either party
shall have the
right to terminate this
Agreement at
any time
thereafter with thirty
(30)
days advance written notice.
3.6 Where the context or wording of a section
indicates, the terms of
this
Agreement shall
survive its
termination,
including,
without limitation, Sections 3, 4.1,
4.2 6.2, 7,8,9.4, 9.5, 10.1, 10.2and 11 hereof
4. Intellectual Property
4.1 The hoducts and Services provided under this
Agreement
are property of SwifiTrip
or are otherwise
licensed to SwiftTrip. Upon termination of this
Agreement
for any reason, Customer
shall
immediately cease all use of
the Software Modules and return all related documentation,
including
any documentation
made available by Customer
to its end users. Customer agrees
not
to remove, alter or
conceal
any product identification,
copyright notices, or
other
notices
or proprietary
restrictions from the Customer
documentation provided to
Customer
by SwifiTrip, and to
reproduce any and all such notices on any
copies of such
materials.
4.2 Notwithstanding
anything to the contrary
SwifiTrip shall
retain all right, title,
and interest in all of
the
SwifiTrip
intellectual
property. Customer
agrees that
it
shall not disclose
nor
verify to any
third
party any
information concerning SwifiTrip's trade secrets, methods,
processes
or procedures or any other
confidential, financial
or business
information of
SwifiTrip which it learned
during the course
of its
performance of this Agreement,
without
the prior
written consent of SwiftTrip.
4.3 The
parties agrees that any
information furnished
to one by the
other
that is marked "confidential" or
"proprietary" or which consists
of
a party's
initiatives,
business
plans or intellectual
property, constitutes
the sole
and exclusive
proprietary
information
of the providing
party ("Confidential Information"). Each party agrees (i)
not to disclose
any such Confidential Information, (ii) not
to use any
such Confidential Information
for the benefit of
itself or any
other person
or entity
except
as expressly
provided in this Agreement, (iii) to keep
all Confidential
Information in strict confidence, and (iv) to safeguard all
Confidential Information with reasonable
security means
at
least equivalent to the
measures that it
uses to safeguard
its
own proprietary
or Confidential Information.
4.4 Except in the
instance where
the parties
specifically
consent
in writing to the
contrary, nothing
in
this Agreement shall
constitute
a license by one party to
the
other
to
use the tradename
or trademarks of the other
in the
promotion of
their respective
business. To the
extent that
either party specifically
grants
a license
and provides the
other with tradenames, registered
trademarks registered
service marks, or
other copyrighted
material (Collectively
"IF"'), the
providing
party agrees to defend and indemnify
the
other
from
any liability associated
with the use of
the
IP
in the provision of services under this
Agreement
as set
forth below.
4.5 Through
the provision of Services, either
party
may provide
the other
with content
including content
licensed from third parties. Each party warrants to the
other
that
it has
the authority
and license to provide
the
other with the
content for the
use for which it
is provided.
Further, each party shall
defend
and indemnify
the other
from
any liability arising from the provision of content.
4.6 If a claim
is made or
an action
brought alleging
that the
Software Modules
or IP infringes a U.S. patent, or
any
copyright, trademark, trade secret
or other
proprietary
right,
providing
party will defend
the receiving
party
against
such
claim and will pay resulting
costs and
damages finally awarded, and
attorney's fees, provided that
(i)
receiving
party promptly notifies
providing party
in
writing
of the
claim, (ii)
providing party
has sole
control of
the defense
and all
related settlement
negotiations, and (iii)
receiving party cooperates in such
defense. The obligations
of providing party under this
Section are conditioned on
receiving
party's agreement that if the Software Module or
IP, or the use or
operation thereof,
becomes, or in the
opinion
of the
providing party
is likely
to become, the
subject of such a claim, the
providing party
may at -its
expense either
procure the right for receiving
party to
continue
using the Software Modules or
IP or, at the
option
of the
providing
party, replace
or modify the same
so that it
becomes non intiinging
(provided such
replacement or
modification
maintains the same material functionality
and
does
not adversely affect receiving party's
use of
the
Software
Modules
or IP as contemplated
hereunder).
If
neither of the alternatives
is available
on terms which are
reasonable in providing party's judgment,
the receiving
party will
return the Sofiware Modules or
IP. If the
providing party gives
the receiving party notice that it
chooses not to defend such claim or attempt to settle
such
claim
on reasonable terms, the providing
party shall
be
deemed to have
elected not
to conduct the defense of the
Revision Date: April 30,2007 3
Attachment number 1
Page 3 of 27
Item # 7
subject claim, and in such
event the
receiving party
shall
have
the
right to conduct
such
defense and to compromise
and
settle the claim without
prior consent of the
providing
party, and in such
case, the
indemnity set
forth
in the
first
sentence of this
paragraph shall
apply.
4.7 Except
for
SwiftTrip's
obligations under Sections
4.5
and
4.6, Customer
shall defend,
indemnify and hold
harmless
SwiftTrip from
any demand, suit, cause
of action,
judgment,
liability, cost
of expense (including
court costs
and
reasonable attorneys fees) arising out of the Services
provided and the
data compiled
hereunder.
5. Customer's
Proprietary Rights
and Property
5.1 SwiftTrip
acknowledges that the Customer's
trademarks,
logos and other intellectual
property may be
used in the
deployment of the
Web Site
or
in conjunction
with the Web Site but will remain Customer's exclusive
property. By virtue of this Agreement, SwiftTrip
acquires
only the non-exclusive
right
to use this property, and does
not
acquire any license thereto or
any rights of
ownership
in such
materials.
5.2 On termination URL acquired
or
used in the
provision of Services
shall
remain the property of the party
in whose name they are registered.
5.3 SwiftTrip
and Customer
acknowledge that,
during
the course of this
Agreement, SwiftTrip may obtain
possession
of information about Customer's
end users
including
their names and addresses,
travel history,
and
other
unique
and individually identifiable information.
Both
Parties hereby acknowledge that
individually
identifiable
information about Customer's
end users ("End
User Information") will remain
the
property of
SwiftTrip.
This
information shall be subject
to the Terms of Use and
Privacy
Policy incorporated into the
Web Site, as amended
from
time to time.
Upon termination
of this Agreement,
and to the
extent allowed
under applicable law regulation
and applicable
privacy policies,
SwiftTrip may provide
Customer with End User Information.
6. Responsibilities Of Customer
General.
Throughout the
Term of
this
Agreement, and as a
condition
of
SwiftTrip's
obligation
to provide
services
under
this
Agreement, Customer agrees
that
it will:
6.1 Provide
all
information reasonably requested by
SwiftTrip
to assist
in identifying and solving
reported
errors.
6.2 Follow, in all material respects, all of SwiftTrip's
installation,
operation
and maintenance instructions.
shall there be more than two
representatives. Customer
shall
ensure
that any appointed
representative is
knowledgeable in the
operation
and use of
the SwiftTrip
Software
Modules
and any relevant computer-related
systems or services related to the use of the
Services
installed on the Customer's Web Site.
7. Pricing and Payment
7.1 The
fees
for the
Services
provided pursuant to
this Agreement are
set forth on the Exhibits
hereto. All
fees will be invoiced to Customer and shall
be
paid within
thirty
(30)
days of
invoice.
If Customer
disputes any
portion of an invoice, Customer
shall identify the disputed
charges in writing, and shall pay any undisputed
charges.
Customer
shall
pay interest on
all amounts not disputed and
not paid when due at the
rate of 1.5%
per month or
the
highest lawFul rate, whichever is less. SwiftTrip
has the
right to suspend the
Services and
terminate this
Agreement
for non-payment upon thirty
(30) days
written notice.
7.2 The
fees for the Services do not include any
charge
for
taxes, and Customer
is
solely responsible
for
paying any and all federal,
state and
local taxes
(including
without limitation any and all
sales
or use taxes or
exporVimport taxes and customs
duties) attributable
to the
Services rendered by SwiftTrip in connection with this
Agreement or arising from transactions
conducted through
the Web Site, excluding
only
taxes based upon
the net
income of SwiftTrip. To
the extent Customer is obligated
to pay any
state or
local taxes incurred as a
result of the
rendition
of Services within the State
of Indiana, SwiftTrip
will collect and remit such
taxes on behalf
of Customer
only in such
cases
where SwiftTrip is legally
obligated
to
collect and remit such taxes in Indiana. In all
other
jurisdictions, Customer will bear the
sole responsibility
to
properly self-assess and remit to the
proper taxing
authorities
any federal, state,
or local taxes
incurred as a
result of
the Services performed
under this
Agreement
and/or any tax incurred as a
result
of any tangible
personal
property transferred or used by Customer
incident
to such
Services. Customer will indemnify
and
pay to SwiftTrip
any
taxes
and/or penalties and interest for which
SwiftTrip
is claimed to be liable as a
result
of the
Services
performed
under this Agreement. Should
SwiftTrip be assessed under
audit
within any
jurisdiction for
any alleged deficient
tax
liabilities owed or alleged as a result of the Services
performed under this
Agreement,
and Customer has, in
fact, paid such taxes, Customer will provide
appropriate
documentation to the
applicable taxing jurisdiction
as proof
that such taxes have been paid accordingly. Any reference
in this Agreement, or any exhibit hereto, to the term taxes
shall
be
construed to mean all
federal, state
and local taxes.
8. Limited
Warranty
6.3 Designate two representatives who will be the 8.1 SwiftTrip represents and warrants
that
it will
contact
persons through
which all support and/or problem provide
the Services hereunder
in a timely, workmanlike
communications
will be
made. Customer may, from
time fashion
and in accordance with industry
standards.
to
time, change
one or both of the
designated
SwiftTrip will not be liable to Customer for
any claim or
representatives, which change
shall be effective only
upon defect arising from or based upon any
cause beyond the
SwiftTrip's
receipt
of written notice thereof. At no time control
of
SwiftTrip.
Revision Date: April 30,2007 4
Attachment number 1
Page 4 of 27
Item # 7
8.2 The
total extent
of SwiftTrip's
liability arising
ftom
this Agreement
or otherwise
relating to the
relationship
between SwiftTrip
and Customer, shall
be
limited
to the total amount paid under this
Agreement for
the relevant Services
or Products
in the twelve (12) months
preceding
the claim. The foregoing limitation
on liability
shall
not apply to claims relating to SwiftTrip's obligation
to indemnify Customer
for claims arising
as a result of third
party claims of intellectual property infringement,
claims or
liability
arising from gross negligence or
willful
misconduct
of SwiftTrip or its employees or
agents, or
claims
otherwise covered by
SwiftTrip's general liability
insurance.
8.3 EXCEPT AS EXPRESSLY PROVIDED
IN
THIS SECTION, NO IMPLIED WARRANTY IS MADE
BY SWIFTTRIP WITH RESPECT TO ANY SERVICE,
PRODUCT, SOFTWARE RELEASE, DATA
COMPILATION OR ANY OTHER MAlTER,
INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTIES OF MERCHANTABILITY,
SATISFACTORY QUALITY OR FITNESS FOR A
PARTICULAR PURPOSE.
SWIFTTRIP
DOES NOT
WARRANT THAT ALL ERRORS IN THE PRODUCTS
CAN OR WILL BE CORRECTED OR THAT THE
FUNCTIONALITY OF THE SOFTWARE WILL MEET
CUSTOMER'S REQUIREMENTS.
9. Limitations of Liability
9.1 NEITHER SWIFTTRIP NOR ITS
OFFICERS,
DIRECTORS, EMPLOYEES
OR AGENTS,
WILL BE
LIABLE TO CUSTOMER FOR ANY CLAMS FOR
SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES ARISING
OUT
OF THE PRODUCTS OR
SERVICES PROVIDED BY THIS AGREEMENT OR A
BREACH OF
THE
AGREEMENT, WHETHER SUCH
DAMAGES OR
CLAIMS ARE
BASED ON BREACH OF wmm OR CONTRACT, NEGLIGENCE, STRICT
LIABILITY, TORT, PRODUCTS LIABILITY OR
OTHERWISE.
10. Dis~ute Resolution
10.1 The
parties shall endeavor to amicably
resolve
any
dispute
or difference
arising from this
Agreement and
recognize
the efficiency of
an informal dispute
resolution
process.
The parties therefore agree
to engage in good faith
negotiations
prior to initiating
any litigation
to enforce
the
terms of this
Agreement, except
in the
instance of
a
monetary default. Not less than sixty
(60)
days before
filing
any
legal claim, each party
shall
submit to the
other
a
written statement
identifying
any dispute, as well as a
proposed
resolution for the dispute.
If the
parties are
unable
to
reach resolution within ten
(10)
days of receiving
written notice
of the dispute, the parties shall
physically
meet at least once within twenty (20)
days
of receiving
written notice
of the dispute
and attempt to resolve the
dispute. If the
parties are unable to
reach resolution
of the
dispute upon first meeting, the
parties shall
meet at least
two
additional times
in the next thirty (30) day period in an
attempt
to resolve the dispute. Either party
may elect for a
mediator to be present at
the meeting
and the
parties shall
equally share
the
cost of
the
mediator. If the mediation or
meeting
does
not result in dispute
resolution or the dispute
remains
unresolved,
the aggrieved party may utilize any
other
remedies under
law following the sixty (60) day
negotiation
period. Notwithstanding the foregoing, nothing
in this
paragraph shall prohibit either party from seeking
preliminary
injunctive
relief regarding
maintaining the
status
quo or preservation of
data Each
party's obligations
to
under this agreement shall continue through
any period
of
dispute resolution.
10.2 Notwithstanding
the foregoing, monetary
disputes
shall not
be governed by the
informal dispute
resolution
clause.
10.3 This Agreement shall
be governed
by the laws of
the
State of Indiana
without regard to conflict of laws,
principals, or the provision
of state
law adopting exactly or
in modified form
the
Uniform Computer
Information
Transaction Act ("UCITA"). Further
SwiftTrip
and
Customer
waive any right that might arise
ftom such law.
The
parties each submit to the jurisdiction of the State of
Indiana
and elect preferred venue
of Jeffersonville,
Indiana
and those
federal courts
within the
Southern District of
Indiana
11. Miscellaneous
11.1 This
Agreement, including the Exhibits attached
hereto,
represents the entire understanding
and agreement
between the
parties
with respect to the
subject
matter
hereof, and supersedes
any
and all previous
discussions
and
communications. No employee or agent of SwiftTrip,
nor
any
distributor for
SwiftTrip, is
authorized
to make any
additional
representations
or warranties
related
to the
Services provided hereunder or the Software. Any
subsequent
amendments and/or additions hereto are
effective
only if
in writing and signed
by
both parties.
Customer may not
assign its rights
or obligations under this
Agreement
without the
prior written
consent
of SwiftTrip.
Subject
to the foregoing limitation on assignment, this
Agreement is binding upon and inures to the benefit
of the
successors and assigns
of the respective parties
hereto.
11.2 Notice
under this Agreement shall be
provided to
those
individuals
identified in the
signature
block.
11.3 Headings
of paragraphs
in this
Agreement are
inserted for
convenience
only, and are in no way intended
to
limit or define the scope
and/or interpretation
of this
Agreement.
11.4 The
failure of either
party at any time to require
performance by the other party of
any provision hereof
is
not to affect in any way the
full rights
of such party to
require
such
performance at any time thereafter,
nor is the
waiver by either
party of
a breach
of any provision hereof
to be taken or held
to
be a waiver
of
the provision
itself or
any
future
breach.
Revision Date: April 30,2007 5
Attachment number 1
Page 5 of 27
Item # 7
11.5 If any part,
term,
or provision of this Agreement
is held to be
illegal, unenforceable,
or in
conflict with any
law of a federal,
state,
or local
government
having
jurisdiction over this Agreement, the validity of the
remaining portions or provisions are not to
be
affected
thereby. ,
11.6 Customer acknowledges and agrees that
SwiftTrip may, in its sole discretion,
assign its maintenance
and support obligations under this Agreement to a
SwiftTrip authorized
distributor.
After such assignment
Customer agrees to look solely to such distributor for all
on-going
maintenance
and support of the Software,
provided such distributor
provides maintenance
and support
services
substantially
similar to those
contracted
for under
this Agreement.
Revision Date: April 30,2007 6
Attachment number 1
Page 6 of 27
Item # 7
1. Services
EXHIBIT A
WEB SITE HOSTING AGREEMENT
through
a source other than
the receiving
Party,
(b) was
known
to
1.1 Hosting Services.
Subject
to the terms
of
the Master
Services
Agreement and this Hosting Agreemenf SwiftTrip
agrees to provide
Customer
with services
("Services") for
Hosting
of a site on
the World Wide Web
portion of the Internet
(the "Web Site"). SwiftTrip
shall provide
the Hosting
Services
so
that the Web Site is accessible to third
parties via the World Wide
Web portion of
the Internet
as specified herein.
1.2 Customer Content. The Web
Site shall
be jointly
developed by Customer
and SwiftTrip with SwiftTrip provision
of
services hereunder. Customer shall own all
right, title and
interest
to the Web Site, except
to the
extent content is
contributed by or the
property
of SwiftTrip.
1.3 Availability of Web Site.
Unless otherwise indicated,
the
Web Site shall
be accessible
to third parties via the
World
Wide Web
portion
of the Internet
twenty-four (24) hours a
day,
seven (7) days
a
week, except for scheduled
maintenance and
required repairs, and
except for
any loss or interruption
of
Hosting
Services due
to causes
beyond the control
of SwiftTrip
or which are not reasonably
foreseeable by SwiftTrip, including,
but not limited to. intem~tion or failure
of telecommunication
or
digital
transmission links and Internet slow-downs
or failures.
1.4 Updates. As part of the Hosting
Services, SwiftTrip
shall
provide Customer with a system and
the necessary software
to allow
Customer to transmit revisions, updates, deletions,
or
modifications
(the "Updates")
to the Host Server.
SwiftTrip
may
maintain
a log
of all
versions and updates
to the Web
Site.
2. License and Proprietary Rights
2.1 Proprietary Rights of Customer As between
Customer
and SwiftTrip, the materials composing the
Web Site
("Customer
Content") shall remain the sole and exclusive
property of Customer,
including, without limitation, all
copyrights,
trademarks, patents, trade secrets, and any other
proprietary
rights. Except as provided
in this
Section
2.1,
nothing in this
Hosting Agreement shall
be construed
to grant
SwiftTrip
any ownership right in,
or license
to,
the Customer
Content. Customer
hereby grants
to SwiftTrip
a non-exclusive,
worldwide, royalty-free
license
for the
Initial Term and
any
Renewal Term (as
those terms are hereinafter defined)
to edif
modify,
adapt, translate, exhibit, publish, transmit, participate
in
the
transfer of, reproduce, create derivative
works fiom,
distribute, perform, display,
and otherwise use Customer Content
as
necessary
to render
the Services
to Customer under this
Hosting
Agreement.
2.2 Confidentiality. Each
Party agrees that during the
course
of this Hosting
Agreemenf information
that
is
confidential or proprietary
may
be disclosed to the other
Party,
including,
but
not limited to software,
technical processes and
formulas,
source codes, product designs, sales, cost and other
unpublished
financial information,
and
business plans,
advertising
revenues, usage rates, advertising relationships,
projections, and marketing
data ("Confidential
Infomation").
Confidential
Information shall
not include
information that the
receiving
Party can demonstrate
(a) is, as of the time
of its
disclosure, or thereafter
becomes part
of the
public domain
the receiving
Party as of
the time
of its disclosure, (c)
is
independently
developed
by the receiving Party, or (d) is
subsequently
learned from a third party not under a
confidentiality
obligation
to the providing Party. Except
as
provided for in
this Hosting Agreement, each Party shall not
make any
disclosure
of the Confidential
Information
to anyone
other
than its employees who have a need
to know in connection
with this
Hosting Agreement. Each Party shall notify its
employees
of
their confidentiality
obligations with
respect to the
Confidential
Information and shall require its employees
to
comply
with these obligations. The confidentiality obligations
of
each Party
and its employees shall survive the expiration
or
termination of this
Hosting
Agreement.
3. Fees and Taxes
3.1 Hosting Services Fees.
Customer shall
pay SwiftTrip
Two Hundred
Ninety Five Dollars ($295.00)
per month for Web
Site
hosting
fees for the Hosting
Services.
SwiftTrip
expressly
reserves
the right to change its rates charged hereunder for the
Services
during
any Renewal
Term
(as defined
herein).
3.2 Groups. Customer has the option to provide
customized
web site interfaces for selected groups of end
users.
The
monthly fee for maintaining customized group web pages
is
fifteen
dollars ($1
5.00) per
month
per group.
3.3 Taxes. Customer
shall
pay, reimburse,
and indemnify
SwiftTrip
for all sales,
use, transfer, privilege,
excise, and all
other
taxes and all duties, whether international,
national, state or
local, however
designated,
which are
levied
or imposed by reason
of
the
performance by SwiftTrip under this Agreement or result
from the transaction
of business through
the Web
Site and impose
taxing
liability
on SwiftTrip;
excluding, however, income taxes
on
profits which
may be levied against
SwiftTrip.
4. Warranties
4.2 Disclaimer of Warranty. EXCEPT
FOR
THE
LIMITED
WARRANTY SET FORTH
IN SECTION 5.1,
SWIFTTRIP
MAKES
NO WARRANTIES HEREUNDER, AND
SWIFTTRIP
EXPRESSLY
DISCLAMS ALL OTHER
WARRANTIES, EXPRESS
OR IMPLIED, INCLUDING,
WITHOUT LUIITATION, WARRANTIES
OF
MERCHANTABILITY, NONINFRINGEMENT, AND
FITNESS
FOR A PARTICULAR PURPOSE.
5. Indemnification
5.1 Customer. Customer
agrees
to indemnify,
defend, and
hold harmless
SwiftTrip, its directors, officers, employees and
agents, and
defend any action brought against same with respect
to any claim,
demand, cause of action, debt
or liability, including
reasonable
attorneys' fees,
to the
extent that such action
is based
upon a
claim that:
(i) if
true, would constitute a breach of any
of
Customer's
representations, warranties,
or agreements
hereunder;
(ii)
arises out
of the
negligence
or willful
misconduct
of
Customer; or (iii)
any
of the
Customer Content
to be
provided
by
Customer
hereunder
or other
material
on the Web Site
infringes
or violates
any rights
of third
parties,
including
without
-
Revision Date: April 30, 2007 Exhibit A- 1
Attachment number 1
Page 7 of 27
Item # 7
limitation,
rights
of publicity,
rights
of privacy, patents,
copyrights,
trademarks, trade secrets,
andlor
licenses.
5.2 SwiftTrip. SwiftTrip agrees to indemnify,
defend,
and
hold
harmless Customer, its directors, officers,
employees and
agents, and defend
any action
brought against same with
respect
to any claim,
demand,
cause of action,
debt
or liability, including
reasonable attorneys'
fees,
to the extent that such action arises out
of the gross negligence
or
willfil misconduct of SwiftTrip.
5.3 Notice. In
claiming
any indemnification hereunder, the
indemnified
Party shall promptly provide
the indemnifying Party
with
written notice
of any claim
which
the indemnified Party
believes falls within the scope of the foregoing paragraphs. The
indemnified Party may,
at its
own expense,
assist in
the defense if
it so chooses,
provided
that the indemnifying Party shall control
such defense and all negotiations
relative
to the settlement of any
such claim
and
firther provided that any settlement intended to
bind the indemnified
Party
shall not be final without the
indemnified
Party's written
consent, which shall not be
unreasonably
withheld.
6. Web Site
6.1. Customer
Web
Site shall include the Terms of Use and
Privacy
Policy maintained by SwiftTrip
and as amended fiom
time to time. The Terms of Use and Privacy
Policy maintained
by SwiftTrip as amended are incorporated
herein.
6.2. Web Site shall
consist
of the standard template as
modified
by Customer
and SwiftTrip.
6.3. Customer Modifications may be made via
developmental server access and production
synchronization tool
provided
by SwiftTrip.
6.4 SwiftTrip
will make
changes to the Web Site pursuant
to the terms of the Customer
Web Design Agreement.
Revision
Date:
April 30, 2007 Exhibit A-2
Attachment number 1
Page 8 of 27
Item # 7
Schedule 1
Hosting Services
[Reserved for additional technical requirements or specifications]
Revision
Date:
April 30,2007 Exhibit A-3
Attachment number 1
Page 9 of 27
Item # 7
Schedule 2
Fees -
[Resewed
for
additional technical requirements or specifications]
Revision Date: April 30,2007 Exhibit A-4
Attachment number 1
Page 10 of 27
Item # 7
SOFTWARE
MODULES
Subject to the terms
of the Master Software
and Services Agreement between Customer
and SwiftTrip,
SwiftTrip
shall provide Customer with license to use Software Modules identified
herein.
SwiftTrip
grants
Customer a limited license to
the
Software Modules for
their operation
on
the Data
Center. Customer shall have license to use Software Modules for a term concurrent
with
the Master
Software and Services Agreement, or as specifically set
forth
herein, whichever
is shorter.
SwiftTrip
Product Description: - SwiftTrip
is an
e-commerce application built on
the Java
platform which accesses
SwiftTrip Databases
and Third Party Travel
Service
Providers to provide reservation
services to the
end user.
Implementation fees for the
SwiftTrip
booking engine are as follows:
Option 1
Core application customized and imbedded in customer web site
to incorporate
"look, "color", and "style" scheme of customer web site - $995.00
The maximum number of hours included for setup
is
ten (10). Additional
hours
will be available for purchase at our prevailing rates
of
$60.00 front end and
$85 .OO back end development.
The reservations made through the SwiftTrip booking engine utilizing
Option
1
are processed by a Fulfilling Travel Agency designated by SwiftTrip.
The
Reservation Fees for the
SwiftTrip
booking engine are born by the end user. The
SwiftTrip booking engine
assesses the
end user a per use fee in the
following
amounts:
Air Ticket
Rate -
$8 .OO minimum
Car reservation No Charge
Hotel reservation No Charge
Revision
Date:
April 30,2007 Exhibit B-1
Attachment number 1
Page 11 of 27
Item # 7
Customer shall receive a commission for
sales
through the SwiftTrip Booking
engine in
the
following amounts:
Rate -
Air tickets - first 50 tickets
in
any given calendar month. $0
Air tickets - all tickets sold after
the
initial 50 tickets 20% of air
in any given calendar month. booking fee
Car reservations - after 50 air
tickets
goal reached. $1 .OO
Hotel reservations - after 50 air
tickets
goal reached. $1 .OO
Option 2
Core application customized and imbedded in customer web site to incorporate
"look", "color", and "style" scheme of customer web site and fulfilled by
customer selected Fulfilling Travel Agency - $4,995.00
The maximum number of hours included for
setup
is twenty five (25). Additional
hours will be available for purchase at our prevailing rates
of
$60.00 fiont end and
$85.00 back end development.
Reservations made through the
SwiftTrip
booking engine utilizing Option 2 will
be assessed $3.00 per reservation. Customer will be billed on a monthly basis.
Customer sets all rates charged to the end user.
Option 3
Core application imbedded in SwiftTrip provided template to customer and
fulfilled by customer selected Fulfilling Travel Agency - $6,995.00
The maximum number of hours included for
setup
is twenty five (25). Additional
hours will be available for purchase at our prevailing rates of $60.00 front
end
and
$85 .OO back end development.
Reservations made through the SwiftTrip booking engine utilizing Option 3 will
be assessed $3.00 per reservation. Customer will be billed on a monthly basis.
Customer sets all rates charged to the end user.
Note: Option 3 requires Web Site Hosting Agreement with SwiftTrip, LLC.
Revision Date: April 30,2007 Exhibit B-2
Attachment number 1
Page 12 of 27
Item # 7
Other Fees:
Maintenance - Customers who elect to utilize alternative hosting services
other than SwiftTrip shall pay an additional Two Thousand Dollars
($2,000.00) due on the first day of the initial term and thereafter on the
first day of each renewal period. SwiftTrip expressly reserves the right to
change its rates charged hereunder for the Services during any Renewal
Term.
Booking Engine Module is hosted under the secure domain:
skyharbors. corn. If customer elects to use alternate domain a Secure
Certificate must be purchased. Cost is Four Hundred Forty Five Dollars
($445.00) for one year certificate and Six Hundred Ninety Five Dollars
($695.00) for two year certificate.
Revision Date: April 30,2007 Exhibit B-3
Attachment number 1
Page 13 of 27
Item # 7
SOFTWARE
MODULES
Subject
to the terms of the Master Software and Services Agreement
between Customer
and
SwiftTrip, SwiftTrip shall provide Customer
with license to use
Software
Modules identified
herein.
SwiftTrip
grants Customer
a limited license to the
Software Modules for their
operation
on
the Data Center. Customer shall
have license to use Software
Modules for
a term
concurrent
with the Master
Software Services
Agreement, or as
specifically set forth herein, whichever
is
shorter.
Airfare Analvzer
Product
Description:
- Airfare
Analyzer
is an
automated
travel information system
that
performs flight searches in the
Worldspan GDS system and
stores these results in
a database. The flight
searches and the results thereof
are used to
compare various
airfares
according
to specifications
agreed with Customer
and programmed by
SwiftTrip
personnel.
As part of this agreement,
SwiftTrip agrees
to provide
Customer
with:
1. Custom
Setup
and Implementation
of Airfare Analyzer
to include:
Access to all standard features,
contents, and functionality.
Access to Airfare
Analyzer through
a unique
web
page address.
Customization to reflect
Customer's destination
airports, departure
airports,
search
terms, maximum
stops, and other
requirements as agreed.
Optional
custom web pages and other services
as may be
enumerated in
Exhibit G.
Ongoing
monthly web hosting or file transmission
to remotely hosted
site
as
well as access to all
standard Airfare Analyzer services
and systems. New
Software
releases and functional enhancements
will be
provided automatically
as
part of ongoing
monthly services.
Monthly services
include:
For
Hosted Sites: Web hosting,
backup, security, and
network
engineering associated with
maintaining Customer's
Airfare Analyzer
web
site.
For
Remotely
(Client) Hosted
Sites: Transmission
at regularly scheduled
and
automated intervals for
passing updated
files and information
to client
servers.
Tools
for
reporting, corntnunication, and
administering Customer's web
site and
associated search transactions.
Scheduled
searches for available airfares
and updating of the
fares
database.
Revision Date: April 30,2007 Exhibit C- 1
Attachment number 1
Page 14 of 27
Item # 7
Implementation Fee
The Airfare Analyzer Implementation and License Fee will be $4,995.00. This
fee
will be due at the
time
of implementation. This
fee
covers the
initial
web design,
the
initial
programming of the booking engine
GDS
interfaces, as well as all other
services involved in
defining
and implementing the
airfare searches
according to
Customer's specifications.
Monthly Operating
Fees
SwiftTrip will provide
ongoing
operation of the Airfare Analyzer web site
and
customer support
for
a fixed monthly cost of $275.00 per month, plus $.05 for
each air
search
beyond the basic allowance of 2,500 searches per month. This
fee will be billed at the beginning of
each month and is due
upon invoicing.
Custom Programming or Other Non-Standard Services
Custom programming, web development and other
custom
services will be quoted
as necessary and will be billed on a project basis. All payments for Custom
Services
are due
upon receipt of invoice.
Reasonable adjustments
to
search definitions or reports will be accommodated at
no cost, providing such requests do not require more than 4 hours of engineering
time
in
any given month.
Customer will be responsible for providing all
photos
or images used on the web
site. If stock photos or images are
used,
Customer will be responsible for
purchasing or licensing the appropriate image rights.
Additional Work
The
initial setup
may be further modified. Such
modifications
will be provided
on a time
and
materials basis.
SwiftTrip programmers and technicians hourly rates are $60.00 - $125.00 and
subject to change
on
ninety (90)
days'
notice.
Revision Date: April 30,2007 Exhibit C-2
Attachment number 1
Page 15 of 27
Item # 7
Airfare
Analvzer Account Information
DATE:
NAME OF CUSTOMER: Augusta, Georgia, a political subdivision of the State of Georgia, acting
through the Augusta Aviation Commission
ACCESS SITE: www.airfareanalvzer.com
LOGIN NAMES PASSWORDS
DEPARTURE AIRPORT CODES:
DESTINATION AIRPORT CODES:
SEARCH FREQUENCY: / TIMES PER WEEK MAXIMUM # OF STOPS:
FARE TYPES TO SEARCH:
TRANSMISSION METHOD: O SwiftTrip HOSTED 0 CLIENT
HOSTED
(FTP)
BASE
SEARCHES PER
WEEK: (Example: # Departures x # Destinations x Frequency)
When number of searches
exceeds
2,500per month,
a
fee
of s.05 for each air search beyond the
basic allowance
will be charged
AIRFARE ANALYZER WITH BOOKING ENGINE? YES NO
TECHNICIAN CONTACT INFORMATION:
NAME:
PHONE: ( )
FAX: ( )
EMAIL:
NAME:
PHONE: ( )
FAX: ( )
EMAIL:
CUSTOMER SIGNATURE:
Revision
Date: April
30,2007 Exhibit C-3
Attachment number 1
Page 16 of 27
Item # 7
SOFTWARE MODULES
SwiftTrip RewardILoyalty Program
Subject to the terms of the Master Software and Services Agreement between Customer
and SwiftTrip, SwiftTrip shall provide Customer with license to use Software Modules identified
herein.
SwiftTrip grants Customer a limited license to the Software Modules for their operation
on the Data Center. Customer shall have license to use Software Modules for a term concurrent
with the Master Software and Services Agreement, or as specifically set forth herein, whichever
is shorter.
Product Description: - A function of the
SwiftTrip
Software available to SwiftTrip's
customers
is
the Reward or Loyalty Program. This is
an
effective yet easy to maintain
marketing tool
used to
motivated customers to continue to use client sites. The
Reward
or Loyalty
Program is available
to SwiftTrip's
clients
for a one time charge of $1,000 and a monthly
fee
of $100.
Technical Overview: - SwiftTrip's
Rewards
or Loyalty
program
is based
on
a points
system.
Each user on SwiftTrip's
systems
is assigned an account (once
registered). Each account has
a
unique
entry
into the
database
for the purpose
of tracking the Rewards points. The following
types
of
Rewards are
available currently:
I I .,
l~embership ~enewal
13 1~ift Membership
14 /Referred a friend 1
I 1 -,
Per Each item in the
table,
a point value may be
assigned by SwiftTrip's client. Upon purchase of
an item that
corresponds
to an
item
in the above table, the point value
assigned
to that item will
be added to the
rewards total
in the
end user's
account. Points may also be assigned
on
a per
dollar basis, for
example, for each dollar spent,
3 points
are
applied. Currently,
SwiftTrip's
client can then request an accumulated
points
report to be run
by
SwiftTrip
staff
on a monthly
or
bi-monthly basis. Each end user may also view his or her
points totals
for the
account through
the 'My Account' page. Once
points are
redeemed, the redeeming agency or client must notify
SwiftTrip
such
that the redeeming user's account can
be modified to reflect the changes.
7
8
9
I 0 Jcruise
12l~gent adjustment ;
Revision Date: April 30,2007 Exhibit D- 1
Car Rental
Vacation i
Tour !
-
13
14
15 .
Miscellaneous 1
-a- ,. Rail i I
Points Redeemed * -.a ">.. .
Attachment number 1
Page 17 of 27
Item # 7
SOFTWARE MODULES
Coupon Program
Subject
to the terms of the Master
Software and Services Agreement between Customer
and SwiftTrip,
SwiftTrip
shall provide Customer with license to use Software Modules identified
herein.
SwiftTrip
grants
Customer a limited license
to the
Software Modules for their
operation
on
the
Data Center. Customer shall
have license
to use Software Modules for a term concurrent
with
the Master Software
and Services Agreement, or
as
specifically set
forth
herein, whichever
is shorter.
Product Description: - The
Coupon
Program consists of two primary modules.
1. Coupon Management Tool allows an administrator to create a coupon
for
a
cruise, lodging, vacation,
tour,
car rental, dining, or general use that will be
displayed in
the member's
"My Account" page via a "My Coupons" link.
Selecting the link leads
to a web page that provides
coupon
details
and the
member can print the
coupon or
e-mail to
an
agent for redemption. Expiration
dates can be set for each coupon after which time
the coupon is
no longer
displayed to
members
or valid for redemption. There
is
no limit to
the
number of coupons
that can
be displayed at any given time. The
coupon
program can be configured
so
that coupons can be given to all members, a
specific group or corporation, new members only, or a particular member.
2. Promotional Codes allow
administrators
to change
service
fee rates for
specific members or groups of members. With this program enabled, a new
field appears on the
initial
search screen allowing users
to enter a promotional
code. This
change in service fee
can be set to
a
specific monetary amount or a
specific percentage off
the
normal rate.
The Coupon Management Tool
and the
Promotional Code subsystems function
independently and can be configured as such. Both programs provide usage tracking
to
administrators through the
Report
Maker tool.
Revision Date: April 30, 2007 Exhibit E- 1
Attachment number 1
Page 18 of 27
Item # 7
Services Provided. During the term of this Agreement, SwiftTrip will provide the
following maintenance and support
services to
Customer between the hours of 8:30 am
and 5:00 pm EST, Monday through
Friday, excluding
United States legal holidays:
(a) Electronic Support: SwiftTrip will provide reasonable consultation
and
support to
Client's representatives via
the Internet regarding the operation
of
the Services,
including both technical and Client issues,
and
consultation regarding how
to use
the
Services to meet
particular needs.
(b) Telephone Support: SwiftTrip will provide support by telephone in
response to
Severity
Level 1 or Severity Level 2 Errors, as defined herein.
(c) SoJiware Releases: SwiftTrip will provide to Client, at no additional
charge, use of Updates which
are
generally made available at
no charge to
other Clients of the Software, if any, together with the relevant
documentation. SwiftTrip will also provide Customer
with
Enhancements, which
add additional functionality
for a fee. All
Software
and Software Releases
made available
to Client under this Agreement
shall be subject to the
terms and restrictions
set forth in this Agreement.
(d) Error Correction: In
the event
Client encounters
an error,
bug or
malfunction in the Software, Client shall promptly provide written
notice
to SwiftTrip, describing the problem and indicating the severity
of same.
SwiftTrip
shall
verifjr the
cause of the
problem, and if the
error is
due to
any act or
omission of SwiftTrip,
SwiftTrip's sole obligation shall be
to
use its reasonable efforts
to
correct the reported problem. SWIFTTRIP
MAKES NO REPRESENTATION OR WARRANTY THAT ALL
BUGS, ERRORS OR MALFUNCTIONS CAN BE CORRECTED, NOR
THAT THE SOFTWARE WILL OPERATE ERROR FREE.
On-Site Supvort and Training. If so requested,
SwiftTrip
and Customer may enter
into
a
written work order
for the
provision of
these services
prior to
their
performance.
Additional Support Hours. Maintenance and support
services
provided other than
between the hours specified in Section 4.1 above are not covered under this
Agreement
and, if such
services are
requested by Client and made available by SwiftTrip,
they
will
be provided
at an
additional cost
to Client, at the rates
set forth herein.
Charges for
Additional
Services:
(1) On-Site Visit
at
Customer's request: Contracted hourly rate
plus expenses
(2) Modifications requested by Customer and
agreed
by SwiftTrip: $60 to $125
per hour
Revision Date: April 30,2007 Exhibit F- 1
Attachment number 1
Page 19 of 27
Item # 7
Product SUDDO~~
1 Call
Center Support
( $60 per hour 1
Service
Center Hours
1)
The SwiftTrip Support
Services department is staffed between the hours of 8:30 am and
- -
On-Site support
5:OO pm EST, ~ogda~ through ~rida~.
minimum $1 5 per call
$60-$100 per hour and reasonable
food. lodging, and travel
2) The SwiftTrip
Data Center
is monitored 24 hours per day, seven days per week.
3) The
SwiftTrip
Customer Support Analysts will
act
as second level support
for
Customer's
designated
Operational Representatives.
4) After hours, weekends, and during holidays, emergency support is provided via pager.
5) SwiftTrip's
Travel
Agency Fulfillment Partner is available
for
end user support 24 hours
per day, seven
days
per week; fee may apply.
The SwiftTrip
Support Services
department will not be staffed on the following days:
a. New Year's Day
b. Memorial Day
c.
Fourth of July
d. Labor Day
e. Thanksgiving Day
f. Christmas
Eve
g. Christmas Day
h. Saturday & Sunday
Points of Contact and Escalation
Plan:
1.
SwiftTrip's Travel
Agency Fulfillment Partner - respond to end user questions regarding
use of the
services; fee
may apply.
2. SwiftTrip
Support
Desk - assist Customer's administrators
with
questions/issues
regarding administration
or
functionality, initiate
custom
programming requests;
3. SwiftTrip
Support
Manager - respond to
administrative or
functionality issues
that are
not resolved through standard support;
4. SwiftTrip
Software
Development Group - respond to custom programming requests,
errors
causing loss
of functionality not resolved by intermediate workaround.
5. SwiftTrip
President
- final resolution of unresolved issues.
Revision Date: April 30,2007 Exhibit F-2
Attachment number 1
Page 20 of 27
Item # 7
Error Definition and Estimated Response Time:
I Processing
SEVERITY
LEVEL
1
2
3
4
2) The SwiftTrip servers will be brought down periodically for regular maintenance.
3) All scheduled downtime will be communicated to
the
Customer at least three regular
business days in advance.
ERROR DEFINITION
Substantial ratio of search requests cannot
be completed or day-to-day functions are
rendered unusable and no practical
workaround is available. Customer's IT
personnel are unable to diagnose or rectify
the problem.
(1) An error in day-to-day function,
rendering it unusable for a minor number of
Customers or (2) a substantial number of
Customers are affected by a problem with a
workaround.
Error in a non-mainstream day-to-day
function, administrative and reservation
processing bugs.
Error in a non-mainstream day-to-day
function that does not render the function
unusable such as text changes, page layouts,
isolated reservation problems.
I
I 4) The SwiftTrip data center maintains 99.2% uptime, excluding regular maintenance down
time.
RESPONSE TIME
Immediate work to start and best
effort to rectifl remotely within
24 hours.
Rectifjr within 3 to 10 business
days.
Rectifl in next maintenance
release.
Problem is given a low priority
and every endeavor will be made
to include it in the next version of
Software released.
Revision Date: April 30,2007 Exhibit F-3
Attachment number 1
Page 21 of 27
Item # 7
SwifiTrip will provide Custom Web Development Services based on a fixed fee
or
time
and materials basis. Estimates
for
hours required for work performed on a
time
and materials
basis may also be provided but shall not be binding on SwiftTrip.
Revision Date: April 30,2007 Exhibit G- 1
Attachment number 1
Page 22 of 27
Item # 7
STATEMENT OF WORK: Augusta, Georgia, a political
subdivision
of the State of Georgia,
acting through the Augusta Aviation
Commission
This Statement of Work is
entered into
by and between SwiftTrip
("SwiftTrip")
and Customer
signing below pursuant
to the
Master Software and Services Agreement between the parties.
I. Description of Services Provided
Indicate desired services:
Imwlementation
0 Web Site
Hosting
-
0 Group Web Page -
0 SwiftTrip Booking Tool
Option 1 $ 995.00
Option 2 $4,995.00
0 Option 3 $6,995.00
0 Airfare Analyzer $4,995.00
0 RewardLoyalty Program $1,000.00
Coupon Voucher $1,000.00
Other Fees:
0 Verisign Certificate
(2
yr) -
0 Verisign Certificate (1 yr) -
Annual - Monthlv
$295.00*
* If Web Site Hosting is selected, SwiftTrip Booking Tool Annual Fee is waived regardless ofoption selected.
**Additional searches above 2,500for a cost
of$.O5/search
11. Custom Web Development (as detailed in Exhibit G)
Project Description:
Contracted Hours:
Hourly Cost for Changes:
111. Deposit Requirement
SwiftTrip requires a 50% deposit of selected implementation fees upon execution
of
Agreement.
All invoices are to be paid in full at time of work completion.
IV. Special Instructions:
Revision Date: April 30,2007 Exhibit H- 1
Attachment number 1
Page 23 of 27
Item # 7
IN WITNESS WHEREOF, SwiftTrip and Customer have caused duly
authorized representatives
of the respective parties to
execute this
Work Order on the date(s)
set forth
below.
SWIFTTRIP, LLC CUSTOMER
Augusta, Georgia, a political
subdivision
of
the State of Georgia,
acting through
the
Augusta Aviation Commission
Name of Customer
Signature Signature
Lee Thomas, Executive Vice President
Printed Namk and Title Printed Name and Title
702 North Shore Drive, Suite 300
Address Address
Jeffersonville. IN 47 130
City, State ZIP City, State ZIP
Date Date
Attachment number 1
Page 24 of 27
Item # 7
Addendum to SwlftTriP.UC .Master Software and Services Aareement
Between: AUGUSTA, GEORGIA, A POLITICAL SUBDIVISION OF THE STATE OF
GEORGIA, ACTZNG THROUGH THE AUGUSTA AVIATION COMMISSION whose
address is 1501 Aviation Way, Augusta Regional Airport at Bush Field, Augusta,
Georgia 30906-9600 ("Customer"); and SwiftTrip, UC, a vendor to Customer, located at
702 North Shore Drive, Suite 300, Jeffersonville, IN 47130 ("SwiftTrip").
The following modifications and additions to the Agreement made part and parcel of the Agreement
from its effective date and throughout its duration. Where a section or portion thereof is rewritten, as set
forth Mow, the rewritten version will prevail, and the originally worded section or portion is withdrawn.
Al. Precedence. AU changes and alterations found in this addendum shall have precedence over the
referenced sections in the Agreement, including all attachments, exhibits, and addenda.
A2. Master Software and Services Agreement (MSSA) Section 3.1 - Term and Termination shall be
shall be replaced in its entirety so that it reads "The initial term of this Agreement shall be for one year
from the effective date. This Agreement shall automatically renew for four additional successive (1) year
term, unless either party provides the other with written notice of camellation of this Agreement at least
(60) days prior to the expiration of the then-current term under the same clauses and provisions of the
initial contract. Augusta may terminate at any time, in whole or in part, the work under this Agreement
for the Customer's convenience and without cause. Any such termination shall be affected by delivery to
SwiftTrip of a Notice of Terminahn specifying the extent to which performance of wark under this
Agreement is terminated, and the date upon which such termination becomes effective. SwiftTrip may
provide written notice of its intention to change fees in any term after the initial tetm with ninety (90)
days notice."
A3. MSSA Section 4 - Intellectual Property shall be amended to include the following information
related to the Georgia Open Records Act This amendment may be referred to as section 4.8. SwiftTrip
acknowledges that this Agreement and certain documentation may be subject to the Georgia Open
Records Act (O.C.G.A. 5 50-18-70, et seq.) and the Federd Freedom of Information Act (5 U.S.C. 5 552,
AS Amended By Public Law No. 104-231, 110 Stat. 3048). SwiftTrip shaU cooperate fully in responding
to such requests and shall make all records, not exempt, available for inspection and copying as required
by law. SwifUrip shall clearly mark any information provided to Customer which SwifkTrip coritends is
Proprietary Information. SwiftTrip shall notify Customer immediately of any Open Records request
arising out of this contract and shall provide to Customer a copy of any response to the same.
A4. MSSA Section 4.7 shall be amended such that SwiftTrip shall be held liable if said liability arises
from a situation in which SwiftTrip is demonstrated to have been negligent, malicious, careless, or
otherwise exhibited misconduct of any kind.
AS. MSSA Section 5.3 shall be amended such that all individually identiliable information about
Customer's end users ("End User Information") is the property of the Customer. Additionally, upon
tenninatioh of the Agreement and ta the extent aIlowed unda applicable law, SwiftTrip wiIl provide
Customer with all End User Information and shall delete end user information from all SwiftTrip systems
and shall not retrieve said information hm any backup COW, tape, or disk Likewise, all paper or other
hard copy media related to said information shall be destroyed and SwiftTrip shall not use end user
information for any purpose whatsoever from the date upon which the Agreement is terminated.
Customer shall indemnify SwiftTrip from any third party claims arising from Customer's use of the End
User Information.
Revision Date: October 9.2007 Page 1 of 3
Attachment number 1
Page 25 of 27
Item # 7
A6. MSAA Section 5 shall be amended to include reference to sale of Customer Web Site. This
amendment may be referred to as section 5.4. AU source code developed by SwiftTrip exclusively for
Customer and presented solely to Custom via a browser for the benefit of the Customer and end users
shall be the exclusive property of the Customer and shall be turned over to the Customer immediately in
the event that the Agreement is terminated. For ptnposes of clatificatioa, the booking engine and all
updates and improvement thereto shall remain at all times the exclusive property of SwiftTrip. SwiftTrip
shall delete web site source code information from all SwiftTrip systems and shall not rehieve said
information from any backup copy, tape, or disk.
A7. MSSA Section 5 shall be amended to include reference to sale of Customer end user data. This
amendment may be referred to as section 5.5. End User Idonnation may not be sold or otherwise
released to any third Fy for any purpose whatsoever. If End User Information is sold to any third party,
SwiftTrip shall be considered liable and take action to ensure that information is retrieved from or
destroyed by the third party.
A8. MSSA Section 7.1 shall be amended such that all fees shall be paid within sixty (60) days instead
of thirty (30) and Customer is exempt from all interest on disputed amounts. Customer resolves to
digently pay for SwiftTrip services as per the Agreement in a timely manner.
A9. MSAA Section 8.3 shall be amended to incIude the words "BEYOND THOSE EXPRESS
WARRANTIES MADE IN THE SCOPE OF WORK FOR WHICH SWIFZTRIP HAS BEEN
CONTRACTED."
A10. MSSA Section 9.1 shall be amended such that SwiftTrip shall be held liable for direct damages if
said liability arises from a situation in which SwiftTrip's gross negligence, malicious acts, or intentional
misconduct.
A1 1. MSSA Section 10.3 shalI be replaced in its entirety so that it reads "This Agreement shall be
governed by and construed in accordance with the laws of the State of Georgia. AU claims, disputes and
other matters in question between the Customer and the SwiftTrip ding out of, or relating to, this
Agreement, or the breach thereof, shall be decided in the Superior Court of Richmond County, Georgia.
SwiftTrip, by executing this Agreement, specifically co-ts to venue and jurisdiction in Richmond
County, Georgia and waives any right to contest jurisdiction ad venue in said Court. SwiftTrip shall
abide by all local and state laws or ordinances to the extent that such requirements do not conflict with
federal laws or regulations."
A12. In MSSA Section 11.6, the following language shall be appended to the end of the first
paragraph: "If Customer is dissatisfied with the reassignmeat of maintenance and support obligations,
Customer may void the Agreement with SwiftTrip without penalty and shall dve a pro-rated refund
(based on contract period and time that has passed) of all fees paid for maintenance and support.
A13. Section 1.2 of the Web Site Hosting Agreement (WSHA) shall amended by adding the following:
"To the extent, but only to such extent, that SwiftTrip provides coding soleIy and exclusively to Customer
for Customer's sole benefit, Customer shall own such code."
A14. Section 2.2 of the WSHA shall be amended by adding the following as Section 2.3: SwiftTrip
acknowledges that this Agreement and certain documentation may be subject to the Georgia Open
Records Act (0.C.GA. 4 50-18-70, et seq.) and the Federal Freedom of Infomation Act (5 U.S.C. 9 552,
As Amended By Public Law No. 104-231, 110 Stat. 3048). SwiftTrip shall coopexate fully in responding
to such requests and shall make all records, not exempt, available for inspection and copying as required
Revision Date: October 9,2007 Page 2 of 3
Attachment number 1
Page 26 of 27
Item # 7
by law. SwiftTrip shall clearly mark any infomation provided to Customet which SwiftTrip contends is
Proprietary Information. SwiftTrip shall notify Customer immediately of any Open Records request
arising out of this contract and shall provide to Custolned a copy of any tespollse to the same.
A15. Section 5.2 of the WSHA shall be replaced in its entirety so that it reads "SwiftTrip, LLC hereby
accept covenants and ptomises for itself and its successars and assip to indemnify and hold lmmless
Augusta, Georgia, its mayor, commissioners, officers, employees and agents and servants from any and
all liability associated to the performance of services under said Agreement and shall so indemnify
Augusta from any and all damages, suits or demands which might be brought against Augusta and
relating to said Apment, to the extent that such action arises out of the gross negligence or willful
misconduct of SwiftTrip."
A16. Insurance: SwWXrip shall maintain general immncc to protect him from claims set forth below
which may arise out of or result fkm SwiftTrip's execution of the work, whether such execution be by
-If or by any other subcontractor or by anyone directly or indirectly employed by any of them, or by
anyone for whose acts any of them may be Liable to include:
A. Claims under workman's compensation, disability benedit, and other similar employee
benefits acts;
B. Claims for damages because of bodily injury, occupational sickness, or disease or death
of his employees;
C. Claims for damages because of bodily injury, sickness ot disease, or death of any person
other than his employees;
D. Claims for damages insured by usual personal injury Liability coverage which are
sustained by (1) any person as a result of an offense directly or indirectly related to the
employment of such person by SwiftTrip, or (2) by any other petson; and
E. Claims for damages because of injury to or destruction of tangible property, including
loss of use resulting therefrom.
WITNESS the signatures of the parties as of the date first written above.
AUGUSTA, GEORGIA, A POLITICAL
SUBDIVISION OF THE STATE OF GEORGIA,
ACTING THROUGH TI% AUGUSTA AVIATION
COMMISSION:
By:
Lena Bomer, Clerk of Commission David S. Copenhaver
Its: Mayor
Date:
ATTEST SWIFITRIP, LLC:
By:
Joan Hammer, Secretary Lee Thomas
Its: Executive Vice Resident
Date:
Revision Date: October 9,2007 Page 3 of 3
Attachment number 1
Page 27 of 27
Item # 7
CommissionMeetingAgenda
12/6/20072:00PM
HildaAlexander-Exaus
Department:ClerkofCommission
caption2:ConsiderarequestfromMs.HildaAlexander-Exausw ith
regardtoforgivingahousingrehabilitationloan.
Background:
Analysis:
FinancialImpact:
Alternatives:
Recommendation:
Fundsare
Availableinthe
Following
Accounts:
REVIEWEDANDAPPROVEDBY :
ClerkofCommission
Cover Memo
Item # 8
Attachment number 1
Page 1 of 5
Item # 8
Attachment number 1
Page 2 of 5
Item # 8
Attachment number 1
Page 3 of 5
Item # 8
Attachment number 1
Page 4 of 5
Item # 8
Attachment number 1
Page 5 of 5
Item # 8
CommissionMeetingAgenda
12/6/20072:00PM
AwardofBidItem07-167TrainingTower/BurnSimula tor
Department:Fire,HowardWillis,Chief
caption2:Motionto approveawardofBidItem07-167Training
Tower/BurnSimulator;andapprovethereplacemetof the
entirepipeaspartofthesitedevelopmentwithth eworkto
bedonebythecurrentengineerwhoisperformingt hework
atanapproximatecostof$500,000withfundingfro m
SPLOSTIV.(ApprovedbyPublicSafetyCommittee
November26,2007)
Background:TheAugustaFireDepartmentandtheProcurement
DepartmenthaveconcludedthebidprocessforConst ruction
oftheFireTower&BurnSimulatorfortheAugusta Fire
Department.Proposalswerereceivedfrom
WHPTrainingTowersandNielsenBuildingSystems
Analysis:AreviewcommitteefromtheAugustaFireDepartment
evaluatedthebidsofbothvendors.Theresultsare as
follows:Whilebothvendorsareexperiencedinthe
constructionofthistypeofstructure,WHPTrainin gTowers
hastakennumerousexceptionstotheconstructiond esign
andmaterialsthatwerespecifiedinthebiddocume nts.They
alsofailedtomeetalloftherequirementsofthe bid
documentsconcerningfeesandservicestobeprovid edina
turnkeyoperationsuchasthis.Thetotalcostoft heirbid
thereforeleavessomedoubtinourmindastohidde ncost
andthefinalcostoftheirbid.NielsenBuildingS ystemshas
metallthespecifiedrequirementsofthebiddocum ents
withouttakinganyexceptions.Theyhaveprovidedu switha
finalcontractsumandalistofdeductionsforopt ionsthat
werespecified.Itistheopinionofthereviewcom mitteethat
NielsenBuildingSystemswithabidof$1,315,461.0 0should
beawardedthecontractasthebestbid.
FinancialImpact:
thefundingforthisprojectisallocatedinthePh aseV
Cover Memo
Item # 9
SPLOSTfunding.Thebidamountiswithinthealloca ted
budgetforthisproject
Alternatives:None
Recommendation:AwardthecontractofBidItem#07-167toNielsenB uilding
Systemsasthebestbid.
Fundsare
Availableinthe
Following
Accounts:
324-03-4510207324002
REVIEWEDANDAPPROVEDBY :
Finance.
Administrator.
ClerkofCommission
Cover Memo
Item # 9
1
Memo
To: Geri Sams
From: Deputy Chief Mike Rogers
CC: Howard Willis, Fred Russell, Phyllis Mills
Date: November 12, 2007
Re: Recommendation for awarding Bid Item# 07-167, Training Tower & Burn
Simulator
The Augusta Fire Department and the Procurement Department have concluded the
bid process for Construction of the Fire Tower & Burn Simulator for the Augusta Fire
Department. Proposals were received from WHP Training Towers and Nielsen
Building Systems
A review committee from the Augusta Fire Department evaluated the bids of both
vendors. The results are as follows:
While both vendors are experienced in the construction of this type of structure, WHP
Training Towers has taken numerous exceptions to the construction design and
materials that were specified in the bid documents. They also failed to meet all of the
requirements of the bid documents concerning fees and services to be provided in a
turnkey operation such as this. The total cost of their bid therefore leaves some doubt
in our mind as to hidden cost and the final cost of their bid.
Nielsen Building Systems has met all the specified requirements of the bid
documents without taking any exceptions. They have provided us with a final contract
sum and a list of deductions for options that were specified. It is the opinion of the
review committee that Nielsen Building Systems with a bid of $1,315,461.00 should
be awarded the contract as best bid.
Attachment number 1
Page 1 of 2
Item # 9
Page 2
Attachment number 1
Page 2 of 2
Item # 9
Item # 9
CommissionMeetingAgenda
12/6/20072:00PM
EconomicOutlook
Department:ClerkofCommission
caption2:Motionto approve arequestfromtheUniversityofGeorgia
forcitysponsorshipthroughthepurchaseofticket sforthe
18thAnnualAugustaRegionalEconomicOutlook
Luncheon.(ApprovedbyFinanceCommitteeNovember
26,2007)
Background:
Analysis:
FinancialImpact:
Alternatives:
Recommendation:
Fundsare
Availableinthe
Following
Accounts:
REVIEWEDANDAPPROVEDBY :
ClerkofCommission
Cover Memo
Item # 10
Attachment number 1
Page 1 of 1
Item # 10
CommissionMeetingAgenda
12/6/20072:00PM
FundingRequestfromMiracleMakingMinistries,Inc .
Department:Administrator
caption2:Motiontoapprovereferringthisfundingrequestfr om
MiracleMakingMinistries,Inc.intheamountof$2 5,000to
theAdministratorforarecommendationforthe
Commission'sDecember6thmeeting.
Background:
Analysis:
FinancialImpact:
Alternatives:
Recommendation:
Fundsare
Availableinthe
Following
Accounts:
REVIEWEDANDAPPROVEDBY :
ClerkofCommission
Cover Memo
Item # 11
Attachment number 1
Page 1 of 1
Item # 11
CommissionMeetingAgenda
12/6/20072:00PM
LouisR.Andrews
Department:ClerkofCommission
caption2:Motionto approve arequestfromLouisR.Andrews
regardingarefundofahomesteadexemptionforhis property
at1314HighlandAvenuefortheyears2004,2005an d2006.
(ApprovedbyFinanceCommitteeNovember26,2007)
Background:
Analysis:
FinancialImpact:
Alternatives:
Recommendation:
Fundsare
Availableinthe
Following
Accounts:
REVIEWEDANDAPPROVEDBY :
ClerkofCommission
Cover Memo
Item # 12
Attachment number 1
Page 1 of 1
Item # 12
CommissionMeetingAgenda
12/6/20072:00PM
ShyamVerma
Department:ClerkofCommission
caption2:Motionto denyarequestfromShyamVermaregarding
approvalofhishomesteadexemptionfor2007based upon
therecommendationfromtheTaxAssessor'sOffice.
(ApprovedbyFinanceCommitteeNovember26,2007)
Background:
Analysis:
FinancialImpact:
Alternatives:
Recommendation:
Fundsare
Availableinthe
Following
Accounts:
REVIEWEDANDAPPROVEDBY :
ClerkofCommission
Cover Memo
Item # 13
Attachment number 1
Page 1 of 7
Item # 13
Attachment number 1
Page 2 of 7
Item # 13
Attachment number 1
Page 3 of 7
Item # 13
Attachment number 1
Page 4 of 7
Item # 13
Attachment number 1
Page 5 of 7
Item # 13
Attachment number 1
Page 6 of 7
Item # 13
Attachment number 1
Page 7 of 7
Item # 13
CommissionMeetingAgenda
12/6/20072:00PM
UnityBreakfast
Department:ClerkofCommission
caption2:Motionto approvearequestfromAlphaPhiAlpha
Fraternity,Inc.forcitysponsorshipthroughthep urchaseof
ticketsforthe11thAnnualUnityBreakfast.(Approvedby
FinanceCommitteeNovember26,2007)
Background:
Analysis:
FinancialImpact:
Alternatives:
Recommendation:
Fundsare
Availableinthe
Following
Accounts:
REVIEWEDANDAPPROVEDBY :
ClerkofCommission
Cover Memo
Item # 14
Attachment number 1
Page 1 of 1
Item # 14
CommissionMeetingAgenda
12/6/20072:00PM
Utilities-FortGordonTrucks
Department:FinanceDepartment,FleetManagement
caption2:Motionto approvethepurchaseof3-F-150PickUptrucks
tosupporttheFortGordonsupportcontractbythe Utilities
Department.(ApprovedbyFinanceCommitteeNovember
26,2007)
Background:TheUtilitiesDepartmenthasenteredintoaservi cecontract
withFortGordontoprovideserviceinaccordancewi ththe
specificationsinthecontract.Inordertoperform those
obligationstheUtilitiesDepartmentisrequestingt he
resourcesnecessarytomeettheirobligationsunder the
contract.Theutilitiesdepartmentisrequestingth reepickup
truckstobeassignedtosupporttheDesignEnginee r,
ConstructionandMaintenance/CMMSManagerandSenio r
WellTechnician.Twoofthetruckswillbe4X2’san done
truckwillbea4X4tobeusedforoffroadtrunkl ine
inspection.Anadditionalthreemai ntenancecrew
truckswillberequiredhoweverthebidshavenotb een
receivedbyProcurementasofthisdate.Oncetheb idsare
receivedandopenedFleetManagementwillprocesst he
agendarequest.
Analysis:FleetManagementsubmittedarequestforbidsthrou ghthe
ProcurementDepartmentutilizingtheDemandStar
electronicbidsystemwhichoffersnationwidebidc overage.
TheProcurementDepartmentreceivedquotesbackfro mtwo
(2)vendors.Areviewofthebidreceivedshowstha tLegacy
FordofMcDonough,Georgia,submittedthelowestbi dand
inallcasesthebidbyBobbyJonesFordwasincomp lete.
Thefollowingwastheresultsofthebidreceivedf rom
LegacyFord:BidItem:07-174(4X2-F-150w/extended cab)
$19,325.00andBidItem07-174(4X4-F-150)$21,983 .00.
Tabsheetsareattachedforreview.
Cover Memo
Item # 15
FinancialImpact:The2-F-150’s(4X2)are$19,325.00each($38,650.0 0total)
andthe1-F-150(4X4)is$21,983.00.Thetotalfor allthree
trucksis$60,633.00.UtilitiesDepartmenthasiden tified
fundswithinthereCapitalaccountforthepurchase .
Alternatives:(1)Approvetherecommendation,(2)Disapprovethe
Recommendationinwholeorinpart.
Recommendation:Approvethepurchaseofthreepickuptrucks,2-F-150’s
(4X2)andoneF-150(4X4)fromLegacyFordfor
$60,633.00(BidItem:07-174).
Fundsare
Availableinthe
Following
Accounts:
506-04-3110-54-22210
REVIEWEDANDAPPROVEDBY :
Finance.
Procurement.
Administrator.
ClerkofCommission
Cover Memo
Item # 15
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Attachment number 1
Page 1 of 1
Item # 15
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Attachment number 2
Page 1 of 1
Item # 15
CommissionMeetingAgenda
12/6/20072:00PM
GeorgiaPowerCompanyGovernmentalEncroachmentAgr eement#30977
Department:AugustaUtilitiesDepartment
caption2:MotiontoapproveGeorgiaPowerCompanyGovernmenta l
EncroachmentAgreement#30977.
Background:AUDispreparingtoconstructProject10151-630W ater
Main,PhaseII,andneedstocrossaneasementowne dby
GPC.
Analysis:TheAgreementsubmittedistheGPCstandardgovernm ental
agreement.
FinancialImpact:None
Alternatives:
Recommendation:ApproveGovernmentalEncroachmentAgreement#30977.
Fundsare
Availableinthe
Following
Accounts:
N/A
REVIEWEDANDAPPROVEDBY :
Finance.
Procurement.
Administrator.
ClerkofCommission
Cover Memo
Item # 16
Attachment number 1
Page 1 of 3
Item # 16
Attachment number 1
Page 2 of 3
Item # 16
Attachment number 1
Page 3 of 3
Item # 16
CommissionMeetingAgenda
12/6/20072:00PM
Minutes
Department:ClerkofCommission
caption2:Motionto approvetheminutesoftheregularmeetingofthe
CommissionheldonNovember20,2007.
Background:
Analysis:
FinancialImpact:
Alternatives:
Recommendation:
Fundsare
Availableinthe
Following
Accounts:
REVIEWEDANDAPPROVEDBY :
ClerkofCommission
Cover Memo
Item # 17
CommissionMeetingAgenda
12/6/20072:00PM
AugustaAviationCommission
Department:
caption2:Motionto approvetheappointmentofDavidFieldstothe
AugustaAviationCommissioneffectiveJanuary1,20 08
representingDistrict10.
Background:
Analysis:
FinancialImpact:
Alternatives:
Recommendation:
Fundsare
Availableinthe
Following
Accounts:
REVIEWEDANDAPPROVEDBY :
ClerkofCommission
Cover Memo
Item # 18
Attachment number 1
Page 1 of 2
Item # 18
Attachment number 1
Page 2 of 2
Item # 18
CommissionMeetingAgenda
12/6/20072:00PM
AugustaRegionalAirportatBushField-Contractw ithDepartmentofEnergy
Department:CountyAttorney
caption2:ReviewandapproveanewcontractwiththeDepartme ntof
Energy(DOE)andAugusta,Georgiabyandthrough
theAugustaAviationCommissionforloadingandunl oading
DOEcargoaircraftattheAugustaRegionalAirport atBush
Field.
Background:ThecurrentcontractwiththeDepartmentofEnergy which
expiresonJanuary31,2008wasinitiatedin2002.Thiswasa
oneyearbaseperformanceperiodwithfouroneyear
options.TheDepartmentofEnergyhassubmittedan ew
contractproposingabaseperiodofperformancefro m
February1,2008through30September,2008withfo ur
optionyears;thefirstoptionyearbeginningonOc tober1,
2008throughSeptember30,2009;thesecondfromOc tober
1,2009thruSeptember30,2010;thethirdfromOct ober1,
2010thruSeptember30,2011andthelastoptionfr om
October1,2011thruSeptember30,2012.Thetotal
estimatedrevenueunderthecontractisapproximate ly
$250,000.00.Thedraftofthecontractisunderre viewbythe
AviationCommissionandtheCountyAttorneyandwil lbe
forwardedwhenavailable.Duetothetightdeadline imposed
bytheDoE,theagendaitemisbeingsubmittedwith outthe
contractbutwillbesupplementedwhenitisavaila ble.
Analysis:Seebackground
FinancialImpact:
Alternatives:
Recommendation:
Cover Memo
Item # 19
Fundsare
Availableinthe
Following
Accounts:
REVIEWEDANDAPPROVEDBY :
Administrator.
ClerkofCommission
Cover Memo
Item # 19
CommissionMeetingAgenda
12/6/20072:00PM
RefundofTaxesHomesteadExemption-419Shallowfo rdCourt
Department:CountyAttorney
caption2:MotiontoapproveTaxRefundRequest-419Shallowf ord
Court-016-0-198-00-0,MargaretAnnRichards.
Background:Ms.MargaretAnneRichards,ownerofsubjectparcel is
requestingarefundsoftaxesfromtheCountyasso ciated
withthefailureoftheCountytoprocessherHomes tead
exemptionapplicationfiledin2000.Therequestf oratax
creditrefundfallswithinthethreeyearwindowas provided
bystatute.Theownerhasproducedthereceiptfrom theTax
Commissioner'sOfficewhichisinproperformands ignedby
anemployeeoftheCommissioner'sOffice.Attached isa
letterfromtheChiefAppraiser,BoardofAssessors Officeto
CommissionerJerryBrighamdatedNovember26,2007 on
theresultsoftheinvestigationconductedonthis matterand
recommendingthatafavorableconsiderationbegive nbythe
BoardofCommissionersforaHomesteadTaxcreditr efund
intheamountof$2,849.86fortheyears2005,2006 and
2007.
Analysis:Seebackground
FinancialImpact:$2,849.86fortheyears2005,2006and2007.
Alternatives:Nonepractical
Recommendation:MotionfortheBoardtoapprovetherecommendation ofthe
ChiefAppraiserforaHomesteadTaxCreditRefundt othe
affectedownerintheamountof$2,849.86.
Fundsare
Availableinthe
Following
Asdesignated
Cover Memo
Item # 20
Accounts:
REVIEWEDANDAPPROVEDBY :
Administrator.
ClerkofCommission
Cover Memo
Item # 20
Attachment number 1
Page 1 of 1
Item # 20
Attachment number 1
Page 1 of 1
Item # 20
CommissionMeetingAgenda
12/6/20072:00PM
ResolutionregardingPurchaseofAssetsofLandGas ofGeorgiaLLC
Department:CountyAttorney
caption2:MotiontoapprovetheattachedResolutionoftheAu gusta
RichmondCommissionregardingPurchaseofAssetsof
LandGasofGeorgia,LPinthecaseofAugusta,Geo rgiav.
LandGasofGeorgia,LPCivilActionNo.2005-RCCV-643,
SuperiorCourt,RichmondCounty,Georgia.
Background:TheCommission,inaspecialcalledmeetingofMarc h6,
2007,approvedtherecommendationofthemediatori nthe
abovesaidcaseandauthorizedtheexecutionofac ontractfor
purchaseandsaleoftheassetsofLandGasofGeor gia,LP
whichincludedallofitspropertylocatedonther ealproperty
usedastheAugustaRichmondSolidWasteLandfill.Said
contracthasbeennegotiatedandfullyexecuted.Th eSolid
WasteDirector,Administrator,SpecialEnvironmenta lLaw
CounselandCountyAttorneyrecommendtheclosingo fsaid
contractaccordingtoitstermsonoraboutJanuary 3,2008as
ismorespecificallysetforthinsaidcontract.T heattached
resolutionauthorizestheMayororMayorProTemto close
saidtransactiononbehalfofAugustaRichmondCoun ty
Commissionandexecuteanyandalldocumentsneces sary
orconvenienttotheclosingofsaidsaleofassets onbehalfof
Augusta,GeorgiaandfurtherauthorizestheSpecia l
EnvironmentalLawCounseland/orCountyAttorneyto
executeanyandalldocumentswhicharenecessaryo r
convenienttoaccomplishdismissalofsaidlitigati on.
Analysis:Seebackground
FinancialImpact:$4,000,000.00andassociatedordinaryandnecessary closing
expenses
Alternatives:Nonepractical
Cover Memo
Item # 21
Recommendation:MotiontoapprovetheResolutionoftheAugustaRic hmond
CommissionregardingpurchaseofassetsofLandGas of
Georgia,LP
Fundsare
Availableinthe
Following
Accounts:
Asdesignated
REVIEWEDANDAPPROVEDBY :
Administrator.
ClerkofCommission
Cover Memo
Item # 21
Attachment number 1
Page 1 of 1
Item # 21
CommissionMeetingAgenda
12/6/20072:00PM
Affidavit
Department:ClerkofCommission
caption2:MotiontoapproveexecutionbytheMayoroftheaff idavitof
compliancewithGeorgia'sOpenMeetingAct.
Background:
Analysis:
FinancialImpact:
Alternatives:
Recommendation:
Fundsare
Availableinthe
Following
Accounts:
REVIEWEDANDAPPROVEDBY :
ClerkofCommission
Cover Memo
Item # 22