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HomeMy WebLinkAbout2013-10-15-Meeting Agenda Commission Meeting Agenda Commission Chamber 10/15/2013 2:00 PM INVOCATION: Rev. Timothy Green, Pastor, Jenkins Memorial CME Church PLEDGE OF ALLEGIANCE TO THE FLAG OF THE UNITED STATES OF AMERICA. RECOGNITION(S) Employee of the Month A. Congratulations! Deputy Austin Shepherd, Richmond County Sheriff's Department September Employee of the Month. Attachments Five (5) minute time limit per delegation DELEGATIONS B. Mr. Brad Owens, Member Downtown Advisory Board regarding the proposed "slum" designation for the Central Business District (CBD). Attachments C. Presentation by Mr. Brian Green regarding a proposal for a merit system concerning promotions and pay raises. Attachments D. Mr. Hartley Gibbons regarding the DBE Enjoinment and Disparity Study. Attachments CONSENT AGENDA (Items 1-20) PLANNING 1. FINAL PLAT – THE ENCLAVE AND THE STATION (FKA Attachments DUNNINGTON SECTION 2) - S-840 – A request for concurrence with the Augusta Georgia Planning Commission to approve a petition by H & C Surveying Inc., on behalf of Woody Belangia, requesting final plat approval for The Enclave and The Station. This residential townhome development is located off Dunnington Drive, adjacent to Dunnington Section 1 and contains 67 lots. DISTRICT 7 2. Z-13-46 – A request for concurrence with the Augusta Georgia Planning Commission to approve a petition by Sylvester Abrams requesting a change of zoning from Zone P-1(Professional) with conditions to Zone B-1 (Neighborhood Business) affecting property containing .16 acres and known as 2104 Cadden Road. Tax Map 122-1-032-00-0 DISTRICT 6 Attachments ADMINISTRATIVE SERVICES 3. Motion to extend the current Augusta Sustainable Development Implementation Program contract to provide services to create a unified development ordinance to assist with the implementation of sustainable development initiatives; with the Planning & Development Department to provide the Commission with additional details regarding the amount of grant funds to be allocated. (Approved by Administrative Services Committee October 7, 2018) Attachments 4. Motion to approve the recommendation to officially name the new Butler Creek Park Project, “Butler Creek-North View Community Park”. (Approved by Administrative Services Committee October 7, 2013) Attachments 5. Motion to approve tasking the Administrator with adding this item to discuss economic development in association with new tourist attractions in Augusta at the next Commission Retreat. (Approved by the Administrative Services Committee October 7, 2013) Attachments ENGINEERING SERVICES 6. Motion to approve funding for the final phases of the Design Consultant Services Supplemental Agreement One, with Cranston Engineering Group for CPB 328-041110-211828012, 15th Street over the Augusta Canal Bridge Repair and Restoration Project in the amount of $159,560 as requested by AED. (Approved by Engineering Services Committee Attachments October 7, 2013) 7. Motion to approve Memorandum of Agreement (MOA) between Augusta, Georgia and the Georgia Department of Transportation (GDOT) to install and maintain new roadway lighting along Broad Street (SR 28) between 4th Street and 5th Street as requested by AED/TE. (Approved by Engineering Services Committee October 7, 2013) Attachments 8. Motion to approve the acceptance of a donated permanent easement from Dr. Harold M. Mims, as owner, to Augusta, Georgia, in connection with the Mims Road Repair at Mims Pond Project, said permanent easement consists of 1,284.8 sq. ft. (0.0295 acre), more or less, of permanent drainage and utility easement, and 498.7 sq. ft. (0.0114 acre), more or less, of permanent easement for construction and maintenance of slopes (B), from the property located at 2243 Mims Road, private. (Approved by Engineering Services Committee October 7, 2013) Attachments 9. Motion to approve an Option for the purposes of acquiring a Right-of- Way between Harold Clark and Jeanette I. Clark, as owner, and Augusta, Georgia, as optionee, in connection with the Belair Road Improvement Project, consisting of (N/A sq. ft.) in fee, more or less, and (162 sq. ft.) of permanent easement, more or less; and (1,276 sq. ft.) of temporary construction easement, more or less, on Project the Belair Road Improvement, from property located at: 3642 Belair Road, private, at the purchase price of $313.00. (Approved by Engineering Services Committee October 7, 2013) Attachments 10. Motion to approve an Option for the purposes of acquiring a Right-of- Way between The Estate of Mary Evelyn Crouch Burrum, as owner, and Augusta, Georgia, as optionee, in connection with the Belair Road Improvement Project, consisting of (1,550 sq. ft.) in fee, more or less, and (N/A sq. ft.) of permanent easement, more or less; and (618 sq. ft.) of temporary construction easement, more or less, on Project the Belair Road Improvement, from property located at: 3867 Belair Road, private, at the purchase price of $3,418.00. (Approved by Engineering Services Committee October 7, 2013) Attachments 11. Motion to approve an Option for the purposes of acquiring a Right-of- Way between Arlene F. Junod, as owner, and Augusta, Georgia, as Attachments optionee, in connection with the Belair Road Improvement Project, consisting of (400 sq. ft.) in fee, more or less, and (N/A sq. ft.) of permanent easement, more or less; and (285 sq. ft.) of temporary construction easement, more or less, on Project the Belair Road Improvement, from property located at: 3735 Belair Road, private, at the purchase price of $1,286.00. (Approved by Engineering Services Committee October 7, 2013) 12. Motion to approve an Option for the purposes of acquiring a Right-of- Way between John M. Hinnant and Loretta J. Hinnant, as owner, and Augusta, Georgia, as optionee, in connection with the Belair Road Improvement Project, consisting of (N/A sq. ft.) in fee, more or less, and (144 sq. ft.) of permanent easement, more or less; and (2,752 sq. ft.) of temporary construction easement, more or less, on Project the Belair Road Improvement, from property located at: 3714 Belair Road, private, at the purchase price of $484.00. (Approved by Engineering Services Committee October 7, 2013) Attachments 13. Motion to approve an Option for the purposes of acquiring a Right-of- Way between Paul Davis, as owner, and Augusta, Georgia, as optionee, in connection with the Marks Church Road Reconstruction Project, 0.010 acre (433.07 sq. ft.) in fee more or less and N/A acre of permanent easement, more or less; and (3,894.79 sq. ft.) of temporary construction easement, more or less, and N/A temporary driveway easement on Project Marks Church Road Reconstruction, from property located at: 2902 Raes Creek Road, private, at the purchase price of $3,700.00. (Approved by Engineering Services Committee October 7, 2013) Attachments 14. Motion to approve an Option for the purposes of acquiring a Right-of- Way between Virginia Newman, as owner, and Augusta, Georgia, as optionee, in connection with the Belair Road Improvement Project, consisting of (N/A sq. ft.) in fee, more or less, and (N/A sq. ft.) of permanent easement, more or less; and (3.002 sq. ft.) of temporary construction easement, more or less, on Project the Belair Road Improvement, from property located at: 3754 Belair Road, private, at the purchase price of $200.00. (Approved by Engineering Services Committee October 7, 2013) Attachments 15. Motion to approve an Option for the purposes of acquiring a Right-of- Way between Tasha M. Mohler and Thaddeaus M. Mohler, as owner, Attachments and Augusta, Georgia, as optionee, in connection with the Belair Road Improvement Project, consisting of (412 sq. ft.) in fee, more or less, and (N/A sq. ft.) of permanent easement, more or less; and (250 sq. ft.) of temporary construction easement, more or less, on Project the Belair Road Improvement, from property located at: 3729 Belair Road, private, at the purchase price of $1,311.00(Approved by Engineering Services Committee October 7, 2013). 16. Motion to approve an Option for the purposes of acquiring a Right-of- Way between Clyde Hill, Sr., and C. Louise Hill, as owner(s), and Augusta, Georgia, as optionee, in connection with the Marks Church Road Reconstruction Project, (50 sq. ft.) in fee more or less and N/A acre of permanent easement, more or less; and (558.57 sq. ft.) of temporary construction easement, more or less, and one temporary driveway easement on Project Marks Church Road Reconstruction, from property located at: 3658 Jamaica Drive, private, at the purchase price of $450.00 and authorize the Mayor to execute, at the direction of the Augusta Law Department document necessary for closing.(Approved by Engineering Services Committee October 7, 2013) Attachments 17. Motion to approve an Option for the purposes of acquiring a Right-of- Way between The Estate of Ralph S. Kennedy, the Ralph S. Kennedy Trust B, and the Ralph S. Kennedy Trust C, as owner(s), and Augusta, Georgia, as optionee, in connection with the Augusta Signal and Lighting Upgrades (Walton Way) Project, 0.004 acre (165.60 sq. ft.) more or less in fee simple and N/A sq. ft. of permanent easement, more or less; and (N/A sq. ft.) of temporary construction easement, more or less, from property located at: 1101 Walton Way, private, at the purchase price of $662.00 and authorize the Mayor to execute, at the direction of the Augusta Law Department document necessary for closing. (Approved by Engineering Services Committee October 7, 2013) Attachments 18. Motion to award Award Consultant Services Agreement to AMEC, Inc. in the amount of $484,452.54 for the Stormwater Utility Fee Implementation Project CPB 328-041110-211828002 to be funded through SPLOST VI as requested by AED. (Approved by Engineering Services Committee October 7, 2013) Attachments 19. Motion to approve Supplemental Agreement 15 and Change Number 17 Attachments in the amount of $28,112 from Jacobs Engineering Group Inc., to update the specials studies as part of the environmental document re-evaluation and approval process which will enable construction funds to be authorized and plans updated in accordance with the new GDOT guidelines for the Georgia EPD and US Army Corps of Engineers for approval of the Stream Buffer Variances and Individual Permit, respectively, on the projects to improve Windsor Spring Road from SR 88 in Hephzibah to Willis Foreman Rd (Phase V) 323-04-299823786 and from Willis Foreman Road to Tobacco Road (Phase IV) 323-04- 299823766 as requested by AED. (Approved by Engineering Services Committee October 7, 2013) PETITIONS AND COMMUNICATIONS 20. Motion to approve the minutes of the regular meeting of the Commission held October 1, 2013 and Special Called Legal Meetings held October 1 and 7, 2013. Attachments ****END CONSENT AGENDA**** AUGUSTA COMMISSION 10/15/2013 AUGUSTA COMMISSION REGULAR AGENDA 10/15/2013 (Items 21-42) PLANNING 21. Z-13-47 - A request for concurrence with the Augusta Georgia Planning Commission to approve with the following conditions: 1) that a wooden 6 foot privacy fence will be installed on the north and east property lines and 2) that the existing cyclone fence will have privacy slats installed; petition by David Fields, on behalf of Lanier and Bethune Enterprise, requesting a change of zoning from Zone B-1 (Neighborhood Business) to B-2 (General Business) affecting property containing .70 acres and known as 3206 Washington Road. Tax Map 011-1-015-00-0 DISTRICT 7 Attachments PUBLIC SERVICES 22. New Application: A.N. 13 - 28: A request by Alexander Rata for an on premise consumption Liquor & Beer license to be used in connection with The Hideout located at 3014 Washington Rd. District 7. Super District 10. Attachments 23. New Ownership Application: A. N. 13 - 29: A request by Julia Pitts for an on premise consumption Liquor, Beer & Wine license to be used in connection with The O'Lounge located at 2417 Milledgeville Rd. There will be Dance. District 2. Super District 9. Attachments 24. Motion to approve Amendment #1 to Cooperative Agreement FY 2014 for nutrition program for Senior Services with CSRA Regional Commission. Attachments 25. Approve the Delta Airlines Agreement as approved by the Augusta Aviation Commission at their September 26, 2013 Meeting. Attachments 26. Motion to approve the Food Service contract with G.A. Food Service, Inc. for the 2014 Nutrition Program. Attachments 27. Approve the Memorandum of Understanding (MOU) between Burke County and Augusta Regional Airport as approved by the Augusta Aviation Commission at their September 26, 2013 Meeting. Attachments 28. Motion to approve a component to the existing Purchase Order P202090 to provide and install two Bi-Directional Amplifier systems. These amplifiers will allow the radios that the Sheriff’s Office deputies use to be able to communicate outside of the buildings of the Administration Area and the Inmate Processing Center. Attachments 29. Receive as information an update on public transit for ARC as relates to incorporation of new routes, impact of unionization, ridership concerns, and status of new transportation facility, to include contamination issues. (Requested by Commissioner Lockett) Attachments 30. Approve the agreement with USAirways as approved by the Augusta Aviation Commission at their September 26, 2013 meeting. Attachments PUBLIC SAFETY 31. Approve a request from the Richmond County Sheriff's Office (RCSO) to accept a 100% reimbursable grant with funding in the amount of $625,000.00 to participate in the Governors Office of Highway Safety (GOHS), Highway Enforcement of Aggressive Traffic (H.E.A.T.) Task Force. Attachments 32. Approve the Augusta Information Technology Department to develop a plan to implement an Augusta Government Channel. Attachments 33. Receive as information the information regarding the emergency installation of a new roof for the Coroner's Office. Attachments 34. For information - It was necessary that the system be fully operational and dependable which was not the case with the current recorder. We have had to replace hard drives recently; a workstation interface; and various other components. The current maintenance contract and SMA for the system is expired. The best approach is to replace the logging recorder system and related maintenance agreements keeping in mind that the first year maintenance should be covered by purchase of the new equipment. Attachments 35. Approve Memorandum of Understanding with Georgia Emergency Management Agency regarding the storage of a trailer for use in emergencies on Augusta Fire Department property. Attachments FINANCE 36. Extend the current Augusta Sustainable Development Implementation Program contract to provide services to create a unified development ordinance to assist with the implementation of sustainable development Attachments Upcoming Meetings www.augustaga.gov initiatives. 37. Approve funding to conduct a Special Election in House District 127. Attachments 38. Approve refund request for property located at 346 Heath Drive in the amount of $1,616.11 for Tax Year 2009. Property owned by Berckman Residential Properties LLC. Attachments 39. Request for refund for tax years 2011 and 2012 for property located at 437 Fenwick Street, Map/Parcel # 047-3-090-00-0; owned by Warren T. Williams in the amounts of $482.90 (tax year 2011) and $439.61 (tax year 2012). Attachments 40. Request for refund for property located at 2567 Henry Street, Map/Parcel# 034-1-437-00-0, owned by Robert Wright, for property tax years 2010, 2011 and 2012 in the amounts of $589.91 (2010), $590.54 (2011) and $590.29 (2012), respectively. Attachments ADMINISTRATOR 41. Presentation of the proposed FY 2014 budget for Augusta Georgia. Attachments LEGAL MEETING A. Pending and Potential Litigation. B. Real Estate. C. Personnel. 42. Motion to authorize execution by the Mayor of the affidavit of compliance with Georgia's Open Meeting Act. Commission Meeting Agenda 10/15/2013 2:00 PM Invocation Department: Caption:Rev. Timothy Green, Pastor, Jenkins Memorial CME Church Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 1 Commission Meeting Agenda 10/15/2013 2:00 PM Employee of the Month Department: Caption:Congratulations! Deputy Austin Shepherd, Richmond County Sheriff's Department September Employee of the Month. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 2 Attachment number 1 \nPage 1 of 1 Item # 2 Commission Meeting Agenda 10/15/2013 2:00 PM Brad Owens Department: Caption:Mr. Brad Owens, Member Downtown Advisory Board regarding the proposed "slum" designation for the Central Business District (CBD). Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 3 Attachment number 1 \nPage 1 of 1 Item # 3 Commission Meeting Agenda 10/15/2013 2:00 PM Brian Green Department:Clerk of Commission Caption:Presentation by Mr. Brian Green regarding a proposal for a merit system concerning promotions and pay raises. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 4 Commission Meeting Agenda 10/15/2013 2:00 PM Hartley Gibbons Department: Caption:Mr. Hartley Gibbons regarding the DBE Enjoinment and Disparity Study. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 5 Attachment number 1 \nPage 1 of 1 Item # 5 Commission Meeting Agenda 10/15/2013 2:00 PM Final Plat -The Enclave and The Station Department:Planning Commission Caption: FINAL PLAT – THE ENCLAVE AND THE STATION (FKA DUNNINGTON SECTION 2) - S-840 – A request for concurrence with the Augusta Georgia Planning Commission to approve a petition by H & C Surveying Inc., on behalf of Woody Belangia, requesting final plat approval for The Enclave and The Station. This residential townhome development is located off Dunnington Drive, adjacent to Dunnington Section 1 and contains 67 lots. DISTRICT 7 Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Cover Memo Item # 6 Commission Meeting Agenda 10/15/2013 2:00 PM Z-13-46 Department:Planning Commission Caption: Z-13-46 – A request for concurrence with the Augusta Georgia Planning Commission to approve a petition by Sylvester Abrams requesting a change of zoning from Zone P-1(Professional) with conditions to Zone B-1 (Neighborhood Business) affecting property containing .16 acres and known as 2104 Cadden Road. Tax Map 122-1-032-00-0 DISTRICT 6 Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Cover Memo Item # 7 Commission Meeting Agenda 10/15/2013 2:00 PM Z-13-47 Department:Planning Commission Caption: Z-13-47 - A request for concurrence with the Augusta Georgia Planning Commission to approve with the following conditions: 1) that a wooden 6 foot privacy fence will be installed on the north and east property lines and 2) that the existing cyclone fence will have privacy slats installed; petition by David Fields, on behalf of Lanier and Bethune Enterprise, requesting a change of zoning from Zone B-1 (Neighborhood Business) to B-2 (General Business) affecting property containing .70 acres and known as 3206 Washington Road. Tax Map 011-1-015-00-0 DISTRICT 7 Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Clerk of Commission Cover Memo Item # 8 Commission Meeting Agenda 10/15/2013 2:00 PM Alcohol Application Department:Planning & Development Caption:New Application: A.N. 13 - 28: A request by Alexander Rata for an on premise consumption Liquor & Beer license to be used in connection with The Hideout located at 3014 Washington Rd. District 7. Super District 10. Background:This is a new application. Analysis:The applicant meets the requirements of the City Of Augusta's Alcohol Ordinance. Financial Impact:The applicant will pay a pro-rated fee of $2,182.50. Alternatives: Recommendation:Planning & Development recommends approval. The RCSO recommends approval. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 9 Attachment number 1 \nPage 1 of 2 Item # 9 Attachment number 1 \nPage 2 of 2 Item # 9 Commission Meeting Agenda 10/15/2013 2:00 PM Alcohol Application Department:Planning & Development Caption:New Ownership Application: A. N. 13 - 29: A request by Julia Pitts for an on premise consumption Liquor, Beer & Wine license to be used in connection with The O'Lounge located at 2417 Milledgeville Rd. There will be Dance. District 2. Super District 9. Background:This is a new ownership application. Formerly in the name of Eula Stone. Analysis:The applicant meets the requirements of the City Of Augusta's Alcohol Ordinance. Financial Impact:The applicant will pay a pro - rated fee of $2,222.50. Alternatives: Recommendation:Planning & Development recommends approval. The RCSO recommends approval. Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 10 Attachment number 1 \nPage 1 of 2 Item # 10 Attachment number 1 \nPage 2 of 2 Item # 10 Commission Meeting Agenda 10/15/2013 2:00 PM Amendment #1 to Cooperative Agreement FY2014 Department:Augusta Recreation Parks and Facilities Caption:Motion to approve Amendment #1 to Cooperative Agreement FY 2014 for nutrition program for Senior Services with CSRA Regional Commission. Background:Recreation Parks and Facilities operates the senior nutrition meal program through a grant provided through a Cooperative Agreement with CSRA Regional Commission. Analysis:The amendment reflects a decrease in allotted funds from Title III C1, C2 and AoA NSI Home Delivered due to overprojection for this fiscal year. Financial Impact:Decrease in grant funding in the amount of $56,588 and local match funding of $18,768. Alternatives:1. Motion to Approve Amendment #1 to Cooperative Agreement FY 2014 for nutrition program for Senior Servises with CSRA Regional Commission 2. None Recommendation:1. Motion to Approve Amendment #1 to Cooperative Agreement FY 2014 for nutrition program for Senior Servises with CSRA Regional Commission Funds are Available in the Following Accounts: 220-05-4322 REVIEWED AND APPROVED BY: Finance. Law. Administrator. Cover Memo Item # 11 Clerk of Commission Cover Memo Item # 11 Commission Meeting Agenda 10/15/2013 2:00 PM Delta Airlines Agreement Department:Augusta Regional Airport Caption:Approve the Delta Airlines Agreement as approved by the Augusta Aviation Commission at their September 26, 2013 Meeting. Background:The two incumbent airlines at Augusta Regional Airport have been operating under a local ordinance since 2008. The preference is to have an actual operating agreement in place which defines the terms and usage of the Airport. To that end, Airport staff worked with the incumbent airlines to develop an operating agreement. After many months of negotiations, airport and airline staff have developed a mutually agreeable contract that has been approved by Airport Legal Counsel. Analysis:The agreement will protect the interests of the Airport and is mutually agreeable to both parties. Financial Impact:$1,817,500 annually. Alternatives:Deny request. Recommendation:Approve request. Funds are Available in the Following Accounts: 551000000-3492201 (Landing fee) $823,771 551000000-3492205 (Apron fee) $160,946 551000000-3492206 (Loading bridge fee) $ 18,000 551000000-3492301 (Airline space rental) $814,783 Total $1,817,500 REVIEWED AND APPROVED BY: Finance. Law. Administrator. Cover Memo Item # 12 Clerk of Commission Cover Memo Item # 12 AIRLINE OPERATING AGREEMENT AND TERMINAL BUILDING LEASE FOR THE AUGUSTA REGIONAL AIRPORT BETWEEN THE AUGUSTA REGIONAL AIRPORT AVIATION COMMISSION AUGUSTA, GEORGIA AND DELTA AIR LINES, INC. Attachment number 1 \nPage 1 of 75 Item # 12 Augusta Regional Airport TOC-1 TABLE OF COTETS ARTICLE 1 - DEFIITIOS .................................................................................................................................... 2 SECTION 1.01 DEFINITIONS ................................................................................................................................. 2 SECTION 1.02 CROSS-REFERENCES ................................................................................................................... 11 SECTION 1.03 CONSTRUCTION OF CERTAIN WORDS .......................................................................................... 12 ARTICLE 2 - USE OF AIRPORT AD FACILITIES .......................................................................................... 12 SECTION 2.01 PERMITTED USES ........................................................................................................................ 12 SECTION 2.02 LIMITATIONS ON USE BY AIRLINE ............................................................................................... 15 ARTICLE 3 - LEASED PREMISES ....................................................................................................................... 16 SECTION 3.01 USE OF TERMINAL BUILDING ...................................................................................................... 16 ARTICLE 4 - TERM ................................................................................................................................................. 17 SECTION 4.01 TERM .......................................................................................................................................... 17 SECTION 4.02 HOLDING OVER ........................................................................................................................... 18 ARTICLE 5 – RETALS AD FEES ..................................................................................................................... 18 SECTION 5.01 AIRLINE PAYMENTS .................................................................................................................... 18 SECTION 5.02 TERMINAL BUILDING RENTALS .................................................................................................. 18 SECTION 5.03 LOADING BRIDGE USE FEE ......................................................................................................... 19 SECTION 5.04 AIRCRAFT PARKING POSITION RENTALS ..................................................................................... 19 SECTION 5.05 LANDING FEE .............................................................................................................................. 19 SECTION 5.06 TITLE 49 CFR PART 1542 ........................................................................................................... 20 SECTION 5.07 TIME AND PLACE OF PAYMENTS ................................................................................................. 20 SECTION 5.08 PASSENGER FACILITY CHARGE ................................................................................................... 21 SECTION 5.09 AIRLINE RECORDS ...................................................................................................................... 21 SECTION 5.10 INTEREST ON PAST DUE ACCOUNTS ............................................................................................ 21 SECTION 5.11 SECURITY .................................................................................................................................... 22 SECTION 5.12 NO FURTHER FEES AND CHARGES .............................................................................................. 23 ARTICLE 6 - RECALCULATIO OF RETALS AD FEES ........................................................................... 23 SECTION 6.01 EFFECTIVE DATE OF RECALCULATIONS ...................................................................................... 23 SECTION 6.02 RECORDS OF AIRPORT COST CENTERS ........................................................................................ 24 SECTION 6.03 AVIATION COMMISSION REPORTS ............................................................................................... 24 SECTION 6.04 CALCULATION OF TERMINAL BUILDING RENTAL RATES ............................................................ 25 SECTION 6.05 CALCULATION OF LOADING BRIDGE USE FEE............................................................................. 26 SECTION 6.06 CALCULATION OF AIRCRAFT PARKING POSITION FEE ................................................................. 27 ARTICLE 7 - SUBORDIATIO AD APPLICATIO OF REVEU ES ....................................................... 30 SECTION 7.01 SUBORDINATION TO BOND RESOLUTION .................................................................................... 30 ARTICLE 8 - CAPITAL IMPROVEMETS ........................................................................................................ 30 SECTION 8.01 NEED FOR ACQUISITION (S) CAPITAL EXPENDITURES ................................................................... 30 SECTION 8.02 IMPROVEMENTS SUBJECT TO SIGNATORY AIRLINE CONSIDERATION. ......................................... 30 SECTION 8.03 GRANTS ...................................................................................................................................... 32 ARTICLE 9 - OBLIGATIOS OF AIRLIE ........................................................................................................ 32 SECTION 9.01 MAINTENANCE AND REPAIR ....................................................................................................... 32 SECTION 9.02 OWNERSHIP OF IMPROVEMENTS .................................................................................................. 34 SECTION 9.03 LIENS .......................................................................................................................................... 34 SECTION 9.04 PAYMENT OF TAXES ................................................................................................................... 35 SECTION 9.05 VENDING MACHINES................................................................................................................... 35 Attachment number 1 \nPage 2 of 75 Item # 12 Augusta Regional Airport TOC-2 SECTION 9.06 EMPLOYEES OF AIRLINE.............................................................................................................. 35 SECTION 9.07 RULES AND REGULATIONS .......................................................................................................... 35 SECTION 9.08 REMOVAL OF DISABLED AIRCRAFT ............................................................................................ 36 ARTICLE 10 - OBLIGATIOS OF AVIATIO COMMISSIO ....................................................................... 37 SECTION 10.01 OPERATION AS A PUBLIC AIRPORT .............................................................................................. 37 SECTION 10.02 ACCESS TO TERMINAL BUILDING ................................................................................................ 37 SECTION 10.03 USE OF OTHER PUBLIC AREAS .................................................................................................... 38 SECTION 10.04 MAINTENANCE OF AIRPORT ........................................................................................................ 38 ARTICLE 11 - AVIATIO COMMISSIO'S RESERVATIOS ....................................................................... 38 SECTION 11.01 IMPROVEMENT, RELOCATION, OR REMOVAL OF STRUCTURES .................................................... 38 SECTION 11.02 RIGHT TO ENTER AND MAKE REPAIRS ........................................................................................ 39 SECTION 11.03 AIRPORT ACCESS LICENSE/PERMIT ............................................................................................. 40 SECTION 11.04 AIRLINE EMPLOYEE PARKING ..................................................................................................... 40 ARTICLE 12 - DAMAGE OR DESTRUCTIO, ISURACE, AD IDEMIFICATIO ........................ 40 SECTION 12.01 DAMAGE OR DESTRUCTION OF TERMINAL BUILDING ................................................................. 40 SECTION 12.02 INSURANCE ................................................................................................................................. 41 SECTION 12.03 INDEMNIFICATION ....................................................................................................................... 45 SECTION 12.04 RELATIONSHIPS ........................................................................................................................... 46 SECTION 12.05 NON-LIABILITY OF AGENTS AND EMPLOYEES ............................................................................. 46 ARTICLE 13 - TERMIATIO ............................................................................................................................. 46 SECTION 13.01 TERMINATION OF AGREEMENT BY AIRLINE ................................................................................ 46 SECTION 13.02 CONTINUING RESPONSIBILITIES OF AIRLINE ............................................................................... 47 SECTION 13.03 TERMINATION OF AGREEMENT BY THE AVIATION COMMISSION ................................................. 48 SECTION 13.04 POSSESSION BY THE AVIATION COMMISSION .............................................................................. 49 ARTICLE 14 - RIGHTS O TERMIATIO OR REASSIGMET .............................................................. 49 SECTION 14.01 FIXED IMPROVEMENTS ................................................................................................................ 50 SECTION 14.02 PERSONAL PROPERTY ................................................................................................................. 50 ARTICLE 15 - ASSIGMET ................................................................................................................................ 50 SECTION 15.01 ASSIGNMENT ............................................................................................................................... 50 SECTION 15.02 SUCCESSORS AND ASSIGNS BOUND ............................................................................................ 50 ARTICLE 16 - GOVERMET ICLUSIO ...................................................................................................... 50 SECTION 16.01 GOVERNMENTAL AGREEMENTS .................................................................................................. 50 SECTION 16.02 FEDERAL GOVERNMENT'S EMERGENCY CLAUSE ........................................................................ 51 SECTION 16.03 NONDISCRIMINATION .................................................................................................................. 51 SECTION 16.04 SECURITY .................................................................................................................................... 52 SECTION 16.05 ENVIRONMENTAL ........................................................................................................................ 52 ARTICLE 17 - MISCELLAEOUS ........................................................................................................................ 57 SECTION 17.01 NONINTERFERENCE WITH AIRPORT OPERATIONS ........................................................................ 57 SECTION 17.02 HEADINGS OF ARTICLES AND SECTIONS ..................................................................................... 57 SECTION 17.03 GOVERNING LAW ........................................................................................................................ 57 SECTION 17.04 QUIET ENJOYMENT ..................................................................................................................... 57 SECTION 17.05 INCORPORATION OF EXHIBITS ..................................................................................................... 58 SECTION 17.06 INCORPORATION OF REQUIRED PROVISIONS ............................................................................... 58 SECTION 17.07 ENTIRE AGREEMENT ................................................................................................................... 58 SECTION 17.08 NON-WAIVER OF RIGHTS............................................................................................................. 58 SECTION 17.09 FORCE MAJEURE ......................................................................................................................... 59 SECTION 17.10 GENERAL INTERPRETATION ........................................................................................................ 59 Attachment number 1 \nPage 3 of 75 Item # 12 Augusta Regional Airport TOC-3 SECTION 17.11 AGREEMENTS BETWEEN THE AVIATION COMMISSION AND OTHER AIRLINES ................... 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SECTION 17.12 RIGHTS NON-EXCLUSIVE ............................................................................................................ 60 SECTION 17.13 CAPACITY TO EXECUTE .............................................................................................................. 60 SECTION 17.14 ACKNOWLEDGMENT ................................................................................................................... 60 SECTION 17.15 SEVERABILITY ............................................................................................................................ 60 SECTION 17.16 APPROVALS................................................................................................................................. 60 SECTION 17.17 NOTICES ...................................................................................................................................... 61 SECTION 17.18 AGENT FOR SERVICE ................................................................................................................... 61 SECTION 17.19 TIME IS OF THE ESSENCE ............................................................................................................. 62 LIST OF EXHIBITS Exhibit A – Airport Boundaries Exhibit B – Airport Cost Centers Exhibit C – Terminal Building Drawings and Leasehold Square Footages Exhibit D – Rentals and Fees Exhibit E – Responsibilities of Commission and Airline for Operation and Maintenance of Terminal Building Exhibit F – Augusta Regional Airport Monthly Activity Report Attachment number 1 \nPage 4 of 75 Item # 12 Augusta Regional Airport 1 Delta Air Lines Agreement AIRLIE OPERATIG AGREEMET AD TERMIAL BUILDIG LEASE AUGUSTA REGIOAL AIRPORT This AIRLIE OPERATIG AGREEMET AD TERMIAL BUILDIG L EASE, hereinafter referred to as the "Agreement," made and entered into this ______ day of ___________________, 2013, by and between Augusta, Georgia, a political subdivision of the State of Georgia, by and through the Augusta Aviation Commission, hereinafter referred to as the “Aviation Commission” and Delta Air Lines, Inc., a corporation organized and existing under the laws of the State of Delaware and authorized to do business in the State of Georgia, hereinafter referred to as "Airline". W I T E S S E T H WHEREAS, the Aviation Commission is operator of the Augusta Regional Airport (Airport) located in Augusta, Georgia and has the right to lease portions of such Airport and to grant operating privileges thereon subject to the terms and conditions hereinafter set forth; and WHEREAS, Airline is a corporation primarily engaged in the business of providing Air Transportation with respect to persons, cargo, and mail; and WHEREAS, both the Aviation Commission and Airline desire to enter into this Agreement to set forth the rights, privileges, and obligations of both parties and to facilitate the development, promotion, and improvement of air commerce; and WHEREAS, the Aviation Commission has the power and authority to enter into this Agreement; OW, THEREFORE , in consideration of the mutual covenants and considerations herein contained, the Aviation Commission and Airline agree as follows. Attachment number 1 \nPage 5 of 75 Item # 12 Augusta Regional Airport 2 Delta Air Lines Agreement ARTICLE 1 - DEFIITIOS Section 1.01 Definitions The words and phrases cited in this Section 1.01 shall have the following meanings when used elsewhere in this Agreement. “Affiliate” shall mean any air transportation company that is (i) a parent or subsidiary of Airline, or (ii) shares an International Air Transport Association (IATA) flight designator code with Airline at the Airport (Code-Sharing Partner), or (iii) otherwise operates under essentially the same trade name as Airline at the Airport and uses essentially the same livery as Airline; provided that no major airline, as such term is defined by the FAA, shall be classified as an Affiliate of another major airline, unless either clause (i) or (iii) above defines the relationship between such airlines at the Airport. Airline shall designate its Affiliate(s) in writing and shall serve as financial guarantor for all rentals and landing fees incurred by any such Affiliate at the Airport while operating as Airline’s designated Affiliate hereunder. Airline may at any time give Airport thirty (30) days prior written notice that such an air transportation company otherwise meeting the definition of an “Affiliate” hereunder shall no longer be considered an Affiliate of Airline for purposes of this Agreement, and any guaranty by Airline of Affiliate’s rentals or landing fees shall terminate and be ineffective as to any amounts incurred by such air transportation company after the effective date of termination of “Affiliate” status. During such period of time that an air transportation company is an Affiliate of Airline in accordance with the terms hereof, such Affiliate (1) shall have the same rights to use Airline’s leased premises and the Airport as Airline; (2) shall be charged at the same landing fee rates as Airline without payment of any non-signatory premiums; (3) shall participate in any year-end or other reconciliation process whereby signatory airlines share in excess revenues or true-up of projected against actual costs; and (4) shall not be counted as a separate air transportation company from Airline for purposes of allocating the per capita portion of any cost allocation formula, but such Affiliate’s passengers shall be counted as Enplaned Passengers of Airline for purposes of any enplanement-based portion of such formula. An Affiliate shall enter into a separate operating agreement with the Airport. “Air Operations Area (AOA)” shall mean that portion of the Airport, specified in its Security Program, in which security measures specified in 49 CFR Part 1500 are conducted. This area includes aircraft movement areas being used for landing, takeoff, or surface maneuvering of aircraft Attachment number 1 \nPage 6 of 75 Item # 12 Augusta Regional Airport 3 Delta Air Lines Agreement and such paved areas or unpaved areas that are used or intended to be used for the unobstructed movement of aircraft in addition to its associated runway, taxiways, or apron, aircraft parking areas, loading ramps; and safety areas for use by aircraft regulated under 49 CFR Parts 1544 or 1546, and any adjacent areas. “Air Transportation” shall mean the carriage of persons, property, cargo, and mail by aircraft and all other activities reasonably related thereto. “Aircraft Arrival” shall mean the arrival of all non-governmental aircraft (including, without limitation, scheduled and nonscheduled flights, training and maintenance flights, or aircraft diversions) at the Airport. “Aircraft Gates” shall mean those portions of the Airport’s Apron Area designated by the Aviation Commission from time to time for aircraft parking at the Terminal Building in order to enplane and deplane passengers. “Aircraft Operator” shall mean any entity operating aircraft into and out of the Airport under Part 121 or Part 135 of the FARs, or the practical equivalent of said Parts and using the Terminal Building. “Aircraft Parking Apron” means that portion of the Airfield located adjacent to the Terminal Building and depicted on Exhibit “-B” hereof where Aircraft Operators park aircraft. “Aircraft Parking Position(s)” shall mean the locations(s) on the Aircraft Parking Apron where aircraft are parked for the purpose of enplaning and deplaning passengers at the Terminal Building. “Airfield” shall mean those portions of the Airport which provide for the landing, takeoff, taxiing, movement, or staging of aircraft including navigational aids, hazard designation and warning devices, airfield security roads, fencing, lighting, runway protection zones, aviation easements and interests in property utilized in connection therewith. “Airline”, as used in this Agreement, shall mean the entity that has executed this Agreement and is identified in the first paragraph of this Agreement. Attachment number 1 \nPage 7 of 75 Item # 12 Augusta Regional Airport 4 Delta Air Lines Agreement “Airline Leased Premises” shall mean the following: “Exclusive Use Space” shall mean only those premises in the Terminal Building that are leased by the Aviation Commission to Airline for its exclusive use. Exclusive Use Space is primarily used for ticket counter, office area, and baggage makeup functions. “Joint Use Space” shall mean those premises that are used by airlines, including Airline, for their joint use (principally, the Terminal Building, hold room areas, break room, baggage claim and baggage breakdown areas). “Preferential Use Space” shall mean the premises from time to time provided by the Aviation Commission to an Airline for its preferential and nonexclusive use and shall include passenger holdrooms, Aircraft Parking positions, and Loading Bridges. “Airport” shall mean the Augusta Regional Airport at Bush Field, as shown in Exhibit A, as it now exists or as it may change from time to time. “Airport Cost Centers” shall mean the following cost centers as more fully shown in Exhibit B, as the same may change from time to time. Such cost centers shall be used for purposes of accounting for Airport Revenue and Expense and for calculating and adjusting certain rentals and fees set forth in this Agreement. “Airport Expense” shall mean all costs and expenses incidental to, necessary for, or arising out of the operation of the Airport, including but not limited to direct and allocated indirect Operation and Maintenance Expenses; Annual Debt Service; other indebtedness; Coverage; required reserve account funding and replenishment; and the cost of defending, settling, or satisfying any litigation or threatened litigation that relates to the Airport, or any aspect thereof. "Airport Revenue” shall mean all revenues, rentals, charges, Airline landing fees, user charges, and concession revenues received by or on behalf of the Aviation Commission in connection with the operation of the Airport or any part thereof, excluding all gifts, grants, reimbursements, restricted funds (including Passenger Facility Charge proceeds or payments received from governmental units, or public agencies, or any other source). Airport Revenue shall not include any revenue or income Attachment number 1 \nPage 8 of 75 Item # 12 Augusta Regional Airport 5 Delta Air Lines Agreement from (1) any Special Purpose Facility to the extent such revenue or income is either (a) pledged to pay principal, interest, or other charges for bonds or other obligations issued in anticipation thereof; or (b) for use by the Aviation Commission to reimburse costs incurred by it in the construction or provision of Special Purpose Facilities, or (2) any income earned on the investment of restricted funds. However, ground rentals for Special Purpose Facilities shall be considered Airport Revenue. “Airport Revenue Fund” shall mean the fund established under this Agreement for the purpose and use more particularly described in Section 7 herein. “Annual Budget” shall mean the Airport capital and operating budget prepared by the Executive Director and adopted by the Aviation Commission each Fiscal Year. “Annual Debt Service” shall mean with respect to any series of Bonds the sum of Debt Service Requirement for each year in which such Bonds will be Outstanding. “Apron Area” shall mean the paved aircraft ramp area adjacent to the Terminal Building that provides for the parking, loading, unloading, and servicing of aircraft. “Aviation Services” shall mean the aircraft fueling activities and facilities and equipment dedicated to accommodating general aviation activity (i.e., public hangars, general aviation tie-downs, general aviation apron, and general aviation terminal) together with the facilities and equipment dedicated to aircraft fueling activities. “Bonds” shall mean any revenue bonds authorized by and authenticated and delivered pursuant to the Bond Resolution, including the Series 2005 Bonds and any additional Bonds. “Bond Resolution” shall mean the Master Bond Resolution for Bond 2005 A (Non-AMT), Series 2005 B (AMT), Airport General Revenue Bonds C (AMT) dated February 17, 2005, as it may from time to time be modified, supplemented, or amended by Supplemental Resolutions. “Capital Improvement” shall mean any single item having a cost or estimated to have a total cost in excess of Fifty Thousand Dollars ($50,000) and a useful life in excess of three (3) years, acquired, purchased, or constructed to improve, maintain, or develop the Airport. Said term shall include any Attachment number 1 \nPage 9 of 75 Item # 12 Augusta Regional Airport 6 Delta Air Lines Agreement expense for development studies, analyses, master planning efforts (including periodic reviews thereof), and economic or operational studies conducted on behalf of the Airport. “Certified Maximum Gross Landing Weight or CMGLW” shall mean the maximum weight, in thousand (1,000) pounds units, that each aircraft operated by an Airline is authorized by the Federal Aviation Administration to land at the Airport. “Common Use Formula” shall mean the formula used to allocate the Common Use Requirement for a given Fiscal Year among the Aircraft Operators such that 100% of such Common Use Requirement is allocated among all Aircraft Operators in the proportion that each Aircraft Operator’s Enplaned Passengers at the Airport during the previous month bears to the Enplaned Passengers of all Aircraft Operators at the Airport during such month. “Common Use Premises” shall mean the lobby area, baggage claim area, security check point area and any other areas in the Terminal Building used in common by Aircraft Operators together with all facilities, improvements and equipment which have been or may hereafter be provided for use in connection with such premises. The Common Use Premises in the Terminal Building are described in Exhibit “C”. “Common Use Requirement” shall mean the rentals and fees necessary to support the annual operations and maintenance of Terminal Building and any other areas commonly used by Aircraft Operators. “Competitive Credit” shall mean an amount provided, at discretion of Airport Executive Director, to the Airlines in form of a credit which is used to determine annual rate charges. “Contract Security” shall mean a contract bond, irrevocable letter of credit or other security acceptable to Augusta in an amount equal to three (3) months’ rentals and landing fees payable by an Aircraft Operator under Section 1-3-8.4 of Augusta Ordinance. “Coverage” shall mean for any series of Bonds, the percentage of Annual Debt Service that the Aviation Commission covenants to generate from net revenues, over and above the Annual Debt Service for such series of Bonds, pursuant to the Bond resolution. Said term shall also mean the Attachment number 1 \nPage 10 of 75 Item # 12 Augusta Regional Airport 7 Delta Air Lines Agreement dollar amount computed by multiplying said percentage by the Annual Debt Service for such series of Bonds. “Debt Service Requirement” shall mean the total principal and interest coming, due, whether at maturity or upon mandatory redemption, in any specified periods, and with respect to Balloon Bonds, the amount required, if any, to be deposited to the Balloon Bonds Reserve Account and the PFC Balloon Bonds Reserve Account, provided that with respect to any Bonds secured by a Credit Facility, the Debt Service Requirement therefore shall include (1) any commission or commitment fee obligations with respect to such Credit Facility and (2) the outstanding amount of any Reimbursement Obligation and interest. “Deplaned Passengers” shall mean all passengers deplaned by an Aircraft Operator on aircraft operated at the Airport. “Enplaned Passengers” shall mean all passengers enplaned by an Aircraft Operator on aircraft operated at the Airport. Without limiting the generality of the foregoing, Enplaned Passengers shall also include persons for whom the Aircraft Operator has provided the particular air transportation on a substantially complimentary basis such as employees of an airline, family members of such employees, persons traveling on "buddy passes," employees of other airlines, and those passengers redeeming "frequent flyer" awards and travel vouchers. “Exclusive Use Premises” shall mean those premises which have been leased exclusively to an Aircraft Operator. The Exclusive Use Premises in the Terminal Building are described on Exhibit “C”. “Executive Director” shall mean the person designated by the Aviation Commission to exercise functions with respect to the rights and obligations of the Aviation Commission under this Agreement. Said term shall also include any person expressly designated by the Aviation Commission to exercise functions with respect to the rights and obligations of the Airport under this Agreement. “FAA” shall mean the Federal Aviation Administration of the U.S. Government or any federal agencies succeeding to its jurisdiction. Attachment number 1 \nPage 11 of 75 Item # 12 Augusta Regional Airport 8 Delta Air Lines Agreement “Fiscal Year” shall mean the twelve (12) month period beginning January 1 of any year and ending following December 31 of that year or any other period specified by federal or State law. “Gates” shall mean Aircraft Parking Positions at the Terminal Building together with hold room areas and loading bridges and shall include preferential use of the podium and associated facilities for the Gate. “Hazardous Material” shall mean and include those elements or compounds which are contained in the list of hazardous substances adopted by the United States Environmental Protection Agency (EPA) and the list of toxic pollutants designated by Congress or the EPA or defined by any other federal, state or local statute, law, ordinance, code, rule, regulations, order or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material as now or at any time hereunder in effect. “Joint Use Formula” shall mean the formula used to prorate the rental or cost of space among those airlines using or having the right to use such space on the basis of the proportion of each Airline's Enplaned Passengers to the total number of Enplaned Passengers of all such Airlines using said space at the Airport. In the application of the Joint Use Formula, Airline’s Affiliates Enplaned Passengers will be counted as Enplaned Passengers of Airline. “Landing Fee(s)” shall mean the payment required of each Airline each month, for the use of the Airfield determine based on the Landing Fee rate. “Landing Fee Rate” shall mean the rate multiplied by each 1,000 pounds of CMGLW or fraction thereof to calculate Landing Fees. “Loading Bridges” shall mean the loading bridges owned and maintained by Aviation Commission serving aircraft parked at the Aircraft Parking Positions at the Terminal Building or as they may be modified, changed, or relocated from time to time. “Majority in Interest of Airlines” or “"MII” shall mean, in the Airfield Area, at least fifty one percent (51%) of the Signatory Airlines, which, together, have landed at least 51% of the total Attachment number 1 \nPage 12 of 75 Item # 12 Augusta Regional Airport 9 Delta Air Lines Agreement Maximum Gross Certificated Landing Weight by all Signatory Airlines at the Airport during the most recent six (6) month period. In the Terminal Building, MII shall mean at least 51% of the Signatory Airlines, which, together, have paid 51% of the total terminal rentals paid by all Signatory Airlines at the Airport during the most recent six (6) month period. Solely for determining MII, no Air Transportation company shall be deemed to be a Signatory Airline so long as any event of default with respect to such Air Transportation company has occurred and is continuing or such Air Transportation company operates less than one (1) average daily flight. MII shall only apply to the Airfield Area and Terminal Building and only as it relates to the placement of new debt for purposes of Capital Improvements, refinancing or acquisition for those capital improvements requiring MII consideration. For purposes of MII votes, Signatory Airlines that have executed Scheduled Airline Operating Agreement and Terminal Building Leases substantially the same as this Agreement will be the only airlines permitted to vote. “on-Movement Area” shall mean those areas such as taxiways, aprons, and other areas not under the control of the air traffic control tower. “Operation and Maintenance Expenses” shall mean the Aviation Commission's current annual expenses of maintaining, operating, repairing, and administering the Airport, including taxes and assessments, if any, as set forth in the current Annual Budget of the Aviation Commission. “Other Buildings and Areas” shall mean those portions of the Airport not included in the preceding Airport Cost Centers, including the facilities, installations, and improvements thereon. “Other Indebtedness” shall mean any subordinate security or debt incurred by the Aviation Commission for Airport purposes that is outstanding and not authenticated and delivered under and pursuant to a Bond Resolution. “Personal Property” shall mean the trade fixtures, equipment, conveyors, inventory, furniture, or supplies owned or leased by Airline (from a party other than the Aviation Commission) and installed or used at the Airport in the conduct of Airline's Air Transportation business that are removable from Airline's Leased Premises without substantial or permanent injury or damage to Airline’s Leased Premises. Attachment number 1 \nPage 13 of 75 Item # 12 Augusta Regional Airport 10 Delta Air Lines Agreement “Premises” shall mean the Exclusive Use, Preferential Use, and Common Use Premises leased to a specific Aircraft Operator. “Public Areas” shall mean those areas of the Terminal Building not leased to any person, company, or corporation that are open to the general public. “Rental Rate” shall mean the annual charge per square foot for the space leased to the Aircraft Operators. “Rentable Space” shall mean the airline, concession, Transportation Security Administration (TSA) passenger processing, TSA office and vacant spaces, administrative square footage in the Terminal Building. “Rules and Regulations” shall mean those Rules, Regulations, and ordinances promulgated by the Aviation Commission or operating directives issued by the Executive Director, as the same may be amended, modified, or supplemented from time to time to the extent that such rules, regulations, and ordinances are not in conflict with the purposes or terms of this Agreement. “Signatory Airline” shall mean an airline that is a party to an Airline Operating Agreement and Terminal Building Lease with Augusta Aviation Commission. “Special Purpose Facility” shall mean any specific improvement undertaken by the Aviation Commission for the benefit of one or more airlines or other Airport tenants under the terms of a separate agreement that provides for, among other things (1) the payment of rentals or fees for the use or occupancy thereof in sufficient amounts to permit the financing of such improvement and payment of all costs thereof solely from such rentals or fees, and (2) the payments of the operation and maintenance cost of such improvement by the tenant or tenants thereof. “Sponsor Grant Assurances” shall mean those terms and conditions contained in FAA Airport Improvement Program Grants to which the Airport agrees as part of the warranties, assurances, covenants and other obligations contained in the grant. Attachment number 1 \nPage 14 of 75 Item # 12 Augusta Regional Airport 11 Delta Air Lines Agreement “Terminal Area” shall mean the access roads and parking areas serving the Terminal Building. “Terminal Building” shall mean the Airport’s passenger terminal building serving the traveling public. “Terminal Rental” shall mean the aggregate of monthly payments required of a specific Aircraft Operator in each Fiscal Year for the license granted such Operator to occupy specific Premises in the Terminal Building. “Terminal Building Requirement” shall mean the sum of Operation and Maintenance Expenses, Operating and Maintenance Reserve, Net PFC Debt Service Requirement, and Debt Service Requirement. “Total Landed Weight” shall mean the sum of the Maximum Gross Certificated Landing Weight for all of Airline's Aircraft Arrivals over a stated period of time. Said sum shall be rounded up to the nearest one thousand (1,000) pound unit for all landing fee computations. “TSA” shall mean the Office of Homeland Security and Transportation Security Administration, or their authorized successor(s). Section 1.02 Cross-References All references in the text of this Agreement to articles, sections, and exhibits pertain to articles, sections and exhibits in this Agreement, unless otherwise specified. Attachment number 1 \nPage 15 of 75 Item # 12 Augusta Regional Airport 12 Delta Air Lines Agreement Section 1.03 Construction of Certain Words Words used in this Agreement may be construed as follows: “umber” - Words used in the singular include the plural, and words used in the plural include the singular. “Tense” - Words used in the present tense include the future. ARTICLE 2 - USE OF AIRPORT AD FACILITIES Section 2.01 Permitted Uses A. Subject to the terms and provisions hereof and the Rules and Regulations, Airline shall be entitled to the use, in common with others, the Airport, as shown on Exhibit A, and its appurtenances (together with all facilities, equipment, improvements, and services that have been or may hereafter be provided at or in connection with the Airport for common use) for the sole purpose of its conduct of Air Transportation. Said use, without limiting the generality hereof, shall include: 1. The operation of an Air Transportation business for the carriage by aircraft of persons, property, cargo, and mail, including all reasonably related activities. 2. The landing, taking off, flying over, taxiing, towing, and conditioning of Airline's aircraft and, in areas designated by the Executive Director, the extended parking, servicing, deicing, loading or unloading, storage, or maintenance of Airline's aircraft and support equipment, subject to restrictions hereinafter described and to the availability of space, and subject to such reasonable charges and regulations as the Aviation Commission may establish; provided, however, that Airline shall not permit the use of the Airfield Area by any aircraft operated or controlled by Airline that exceeds the design strength or capability of the Airfield Area as described in the then-current FAA-approved Airport Layout Plan (ALP) for the Airport or other engineering evaluations performed subsequent to the then-current ALP, including the then-current Airport Certification Manual. Attachment number 1 \nPage 16 of 75 Item # 12 Augusta Regional Airport 13 Delta Air Lines Agreement 3. The loading and unloading of persons, property, cargo, parcels and mail by motor vehicles or other means of conveyance reasonably approved by the Executive Director at the Apron Area or such other locations as may be designated by the Executive Director. 4. The sale of Air Transportation tickets and services, the processing of passengers and their baggage for air travel, the sale, handling, and providing of mail, freight, and express services, and reasonable and customary airline activities. 5. The training of personnel in the employ of Airline and the testing of aircraft and other equipment being used at the Airport in the operation of Airline's Air Transportation business; provided, however, that said training and testing shall be directly related, but incidental to the use of the Airport in the operation by Airline of its Air Transportation business and shall not unreasonably hamper or interfere with the use of the Airport and its facilities by others entitled to the use of same. The Aviation Commission reserves the right to restrict or prohibit such training and testing operations that it deems to interfere with use of the Airport, including excessive noise as reasonably determined by the Aviation Commission. 6. The sale, lease, transfer, disposal, or exchange of Airline's engines, accessories, and other equipment or supplies; provided that such right shall not be construed to (a) permit Airline to accumulate or store used equipment at the Airport, or (b) authorize the conduct of a separate commercial business by Airline, but shall permit Airline to perform such functions only as an incident to its conduct of its Air Transportation business at the Airport. 7. The installation and operation (at Airline's sole expense) of identifying signs locating Airline's facilities. Such signs shall be consistent with the Aviation Commission's graphic and sign standards, subject to the prior written approval of the Executive Director, not to be unreasonably withheld, and in compliance with all local laws and ordinances. 8. The installation, operation, and maintenance, at no cost to the Aviation Commission, of such radio communication, company telephone system, computer, meteorological and aerial navigation equipment, and facilities in Airline's Exclusive Use Space and Preferential Use Space as may be necessary or convenient for the operation of its Air Transportation business; provided, however, that, except for equipment and facilities already in place, such installations shall be subject to the prior written approval of the Executive Director, not to be Attachment number 1 \nPage 17 of 75 Item # 12 Augusta Regional Airport 14 Delta Air Lines Agreement unreasonably withheld. Prior to any written approval, Airline shall provide the Executive Director with all necessary supporting documentation related to such installations. 9. The customary servicing and line maintenance of Airline's aircraft at assigned aircraft parking positions in preparation for loading and taking off or following landing or unloading. Airline shall perform maintenance of aircraft, vehicles, or equipment at places designated by the Executive Director. 10. The installation of equipment necessary to operate Airline's Air Transportation business. The manner and location of such installations shall be subject to prior approval by the Executive Director. 11. The purchase of personal property or services, including lubricants, food, beverage, and other passenger supplies, and any other materials and supplies used by Airline from any person or company of Airline's choice, and the making of agreements with any person or company of Airline's choosing for services to be performed for Airline that are incidental to the operation of Airline's Air Transportation business. 12. Subject to 30 Fed. Reg. 13661 regarding Exclusive Rights, the Aviation Commission has reserved unto itself the exclusive right to provide the storage, sale and dispensing of all oil and aviation gasoline, kerosene, jet fuel or any other fuels now available, or that may become available, on or about the Airport and provides such service through its Fixed Base Operator. No Airline shall transfer fuel into an aircraft not owned by or leased exclusively to that Airline or its Affiliate, nor shall any Airline sell fuel at the Airport to any other Airport user or Airline. 13. No Airline may provide baggage-handling services for any other Airline (except its Affiliate) or aircraft which is not owned or leased by Airline or a parent, subsidiary or Affiliate of the Airline. 14. Any and all rights and privileges not granted to Airline under this Agreement are hereby reserved for and to the Aviation Commission. The rights granted in this Section 2.01 shall not be construed as permitting any other person or corporation to conduct any business on the Airport (including the space leased to Airline) except after first securing from the Attachment number 1 \nPage 18 of 75 Item # 12 Augusta Regional Airport 15 Delta Air Lines Agreement Aviation Commission a license to conduct such business and by the payment of applicable rentals and fees. Section 2.02 Limitations on Use by Airline A. In connection with the exercise of its rights under this Agreement, Airline shall not: 1. Do or permit its agents, employees, directors, or officers to do anything at or about the Airport that may interfere with the effectiveness or accessibility of the drainage and sewage system, electrical system, air conditioning system, fire protection system, sprinkler system, alarm system, and fire hydrants and hoses, if any, installed or located on or within the premises of the Airport. 2. Do or permit its agents, employees, directors, or officers to do any act or thing upon the Airport that will invalidate or conflict with any fire or other casualty insurance policies covering the Airport or any part thereof. 3. Dispose of any waste material or products (whether liquid or solid) taken from or used with respect to its aircraft into the sanitary or storm sewers at the Airport unless such waste material or products are disposed of in full and complete compliance with all federal (including the U.S. Environmental Protection Agency), State, and County laws for disposal of such waste material and products. 4. Keep or store, at any time, flammable or combustible liquids except in storage facilities especially constructed for such purposes in accordance with federal, State, and County laws, including the Uniform Fire Code and the Uniform Building Code. For purposes of this Agreement, flammable or combustible liquids shall have the same definitions as set forth in the most recent Uniform Fire Code. 5. Do or permit its agents, employees, directors, or officers to do any act or thing upon the Airport that will be in conflict with FAR Part 139 or jeopardize the Airport's operating certificate. 6. Do or permit its agents, employees, directors, or officers to do any act or thing in conflict with the Airport's TSA-approved security plan. Attachment number 1 \nPage 19 of 75 Item # 12 Augusta Regional Airport 16 Delta Air Lines Agreement 7. Install or permit its agents to install new or replacement cabling or conduit, or reconfigure Airline’s Leased Premises without first having obtained the Executive Director’s approval in accordance with Section 8.02 hereof. ARTICLE 3 - LEASED PREMISES Section 3.01 Use of Terminal Building Airline shall be entitled to Exclusive, Preferential, Common and Joint Use of the portions of the Terminal Building designated in Exhibit C. The Leased Premises shall be used solely for the following purposes: A. Exclusive Use Space 1. As to the portion thereof designated "Ticket counter" in Exhibit C: a. For reserving space and selling tickets for Air Transportation of passengers and the processing of small package delivery by Airline. b. For furnishing information to such passengers and the general public. c. For checking baggage of Airline's enplaning passengers. d. For handling lost and found articles. 2. As to the portion thereof designated "office area" in Exhibit C: a. For administrative, customer service, and other office purposes in connection with Airline's business. b. For passenger and customer relations. c. For handling lost and found articles. 3. As to the portion thereof designated "baggage makeup space" in Exhibit C: a. For assembling, handling, and dispatching enplaning passenger baggage. b. For storing materials permitted to be stored in the building under general rules prescribed by the Aviation Commission for safety, sanitation, or good order. c. As to the portion thereof designated "airline operations" in Exhibit C: d. For Airline operations office. e. For a baggage hold area. f. For storage of equipment and catering supplies. Attachment number 1 \nPage 20 of 75 Item # 12 Augusta Regional Airport 17 Delta Air Lines Agreement g. For crew space and weather, dispatch, and communications functions. h. For handling lost and found articles. 4. As to the portion thereof designated "airline bag claim offices" in Exhibit C: a. For temporary storage of, and processing claims for, mishandled, damaged, or misplaced baggage. b. Unclaimed baggage must be stored in Airline’s Exclusive Use designated areas and not in the baggage service offices. B. Preferential Use Space 1. As to the portion thereof designated "hold room" in Exhibit C: a. For selling, issuing, and collecting passenger tickets and for issuing seat assignments. b. For a waiting area for passengers boarding an aircraft. c. For checking passengers and the "last minute" check-in of baggage. d. For furnishing information to passengers and the general public. e. For installing and displaying Airline corporate identification on the check-in podium and background screen. f. For any other applicable proprietary Airline technology. C. Joint Use Space As to the portion thereof designated "baggage claim" in Exhibit C it may be used for delivering and displaying inbound passenger baggage and for an access and waiting area for passengers to claim their baggage. ARTICLE 4 - TERM Section 4.01 Term The term of this Agreement shall commence upon execution by the Parties and shall be for three (3) years, unless sooner terminated in accordance with Article 13. Upon mutual agreement of the Parties, this Agreement shall be subject to two (2) one (1) year renewals. The Parties agree to provide written notification of intent to renew within ninety (90) days prior to the expiration of the term. The Airline Attachment number 1 \nPage 21 of 75 Item # 12 Augusta Regional Airport 18 Delta Air Lines Agreement and the Aviation Commission hereby agree to begin the re-negotiation of this Agreement at least six (6) months prior to December 31, 2015. Section 4.02 Holding Over In the event Airline uses its Airline Leased Premises without the written consent of the Executive Director after this Agreement has been terminated or expires, Airline shall be deemed a tenant at sufferance during the period of such use and shall pay the reasonable and nondiscriminatory rate for rentals, fees, and charges established by the Aviation Commission. ARTICLE 5 – RETALS AD FEES Section 5.01 Airline Payments Airline agrees to pay the Aviation Commission, without deduction or setoff, all applicable rentals, additional rentals, charges, and fees (hereinafter referred to collectively as "Rentals and Fees") during the term of this Agreement for its use of the Exclusive Use Space, Joint Use Space, Preferential Use Space, Loading Bridges, Aircraft Parking Positions, Airfield Area, and facilities, and for its rights, licenses, and privileges granted hereunder. Section 5.02 Terminal Building Rentals A. Airline shall pay to the Aviation Commission, for its use of Terminal Building Exclusive Use Space and Preferential Use Space, monthly amounts determined by multiplying the total square footage of Airline's Terminal Building Exclusive Use Space and Preferential Use Space by the annual Terminal Building rental rate calculated in accordance with Section 6.04 and dividing by twelve (12). B. Airline shall pay to the Aviation Commission, for the shared use of Joint Use Space, monthly amounts determined by: 1. For space designated for joint use, multiplying the total square footage of such space by the annual Terminal Building rental rate calculated in accordance with Section 6.04, dividing the amount obtained by twelve (12), and then applying the Joint Use Formula, and Attachment number 1 \nPage 22 of 75 Item # 12 Augusta Regional Airport 19 Delta Air Lines Agreement 2. For the purposes of applying the Joint Use Formula, the Aviation Commission will use statistics for the third (3rd) preceding month. If Airline fails to supply the passenger activity information then one hundred and twenty-five percent (125%) of the most recent monthly enplaned passenger data available for Airline shall be used for that billing. Correction to actual will occur on receipt of statistical report or at the year-end adjustment, whichever is more convenient for the Aviation Commission. Section 5.03 Loading Bridge Use Fee Airline shall pay to the Aviation Commission, for its use of Loading Bridges, monthly fees determined by multiplying the number of Loading Bridges assigned to Airline by the annual Loading Bridge Use Fee rate calculated in accordance with Section 6.05 and dividing by twelve (12). In the event of multiple users the monthly fees will be prorated per use by Airline. Section 5.04 Aircraft Parking Position Rentals Airline shall pay to the Aviation Commission, for its use of Aircraft Parking Positions, monthly rentals determined by multiplying the number of Airline’s aircraft parking positions at the Terminal Building by the annual Aircraft Parking Positions rental rate calculated in accordance with Section 6.06 and dividing by twelve (12). In the event of multiple users the monthly fees will be prorated per use by Airline. Section 5.05 Landing Fee A. Rentals and Fees for the use of the Airfield, and for rights, licenses, and privileges granted to Airline under Articles 2 and 3 hereunder, except as provided elsewhere herein, shall be combined in and represented by a monthly landing fee (hereinafter referred to as the "Landing Fee"), which shall be determined by multiplying Airline's Total Landed Weight for the month by the annual Landing Fee rate per thousand (1,000) pound unit of landed weight. B. Airline shall furnish to the Aviation Commission, on or before the tenth (10th) day of each month, an accurate verified report in the format shown on Exhibit F containing Airline activity information for the previous month including the following: 1. Airline's total number of Aircraft Arrivals, by type of aircraft and Maximum Gross Certificated Landing Weight of each type of aircraft as shown on Exhibit F. Attachment number 1 \nPage 23 of 75 Item # 12 Augusta Regional Airport 20 Delta Air Lines Agreement 2. The number of Enplaned Passengers and the number of Deplaned Passengers, including all through and non-revenue passengers. Section 5.06 Title 49 CFR Part 1542 Throughout the term of the Agreement for as long as law enforcement officers are required by federal law or regulations to be provided by the Aviation Commission for protection of the Airport or for the passenger screening process, as required by 49 CFR Part 1542, the Aviation Commission reserves the right to implement a separate non discriminatory 49 CFR Part 1542 charge payable by Airline for any portion of said amount not paid by the TSA. Section 5.07 Time and Place of Payments A. Rentals for Exclusive Use Space, Preferential Use Space, Loading Bridges, and Aircraft Parking Positions shall be invoiced on a monthly basis. B. Landing Weights information is due to the Airport no later than the 10th business day of each month, for the preceding calendar month of operations and shall be subject to adjustment as provided in Article 6. Once landing information is received, applicable Landing Fees will also be billed via invoice. C. Payments to the Aviation Commission may be made by wire transfer to the following account: JP Morgan Chase Bank NA. Address: 100 E. Broad Street Columbus, OH 43271 100 E. Broad Street Routing Number: 044000804 Account Number: 8902013019727 Airport Revenue Fund Account Bank Contact Person: Ms. Constance Woods If the above wire transfer account information changes, the Aviation Commission will give Airline advance written notice. Aviation Commission agrees to provide Airline as much notice as is practical under the circumstances. Attachment number 1 \nPage 24 of 75 Item # 12 Augusta Regional Airport 21 Delta Air Lines Agreement If Airline elects not to make payments by wire transfer, payments to the Aviation Commission shall be made at the Office of the Executive Director as set forth below or at such other place as may hereafter be designated by the Aviation Commission. Executive Director Augusta Regional Airport 1501 Aviation Way Augusta, Georgia 30906 Section 5.08 Passenger Facility Charge Nothing in this Agreement shall limit the Aviation Commission's right to impose on Airline's passengers a Passenger Facility Charge ("PFC") authorized under Section 1113(e) of the Federal Aviation Act of 1958, as amended by Section 9110 of the Omnibus Budget Reconciliation Act of 1990 (Pub. L. 101-508, 49 U.S.C. App Paragraph 1513) and the rules and regulations promulgated there under (14 CFR Part 158), as may be amended from time to time ("PFC Regulations"). Airline agrees to cooperate with the Aviation Commission in the collection of such charge and to collect and remit such charges, less the allowable collection fee and any amounts paid by ticket purchasers that are subject to reimbursement, to the Aviation Commission as provided in the PFC Regulations. The Aviation Commission shall apply any such PFC revenues to improvement of the Airport or to the retirement of Airport debt as required by the PFC Regulations. Section 5.09 Airline Records A. Airline shall keep and maintain a complete and adequate set of records concerning its landed weights for a period equal to the FAA mandated time of such activity. If such records are maintained at a location other than Airline's Leased Premises, such records shall be retrievable within ten (10) business days. B. Each party hereto, at its expense and on reasonable notice, shall have the right from time to time to audit and inspect the records of the other party relating to the performance of this Agreement, provided that such inspection is made during regular business hours. Section 5.10 Interest on Past Due Accounts Rents and fees not received within fifteen (15) business days after the due date are past due. There shall be added to all unpaid past due sums owed the Aviation Commission shall accrue interest at the maximum interest rate then allowable by applicable law; provided, however, that if no maximum Attachment number 1 \nPage 25 of 75 Item # 12 Augusta Regional Airport 22 Delta Air Lines Agreement interest rate is then provided by applicable law, the interest rate shall be twelve (12) percent per annum. No interest shall be charged on any past due account until Airline has been contacted via written notification and given an opportunity to cure and payment is thirty (30) days past due, but such interest when assessed thereafter shall be computed from the due date. Such interest shall not accrue with respect to disputed items being contested in good faith by an Airline. Section 5.11 Security A. Should Airline fail to pay rentals and fees when they are due three times within any 12 month period, Airline agrees to provide the Aviation Commission, within thirty (30) days of written notice from the Aviation Commission, a contract bond, irrevocable letter of credit, or other similar security acceptable to the Aviation Commission ("Contract Security") in an amount equal to the estimate of three (3) months' Rentals and Fees payable by Airline pursuant to this Article 5, to guarantee the faithful performance by Airline of its obligations under this Agreement and the payment of all Rentals and Fees due hereunder. Airline shall be obligated to maintain such Contract Security throughout the remaining term of this Agreement, unless Airline pays rentals and fees in full and on time for a continuous 12 month period. Such Contract Security shall be in a form and with a company chosen by Airline and reasonably acceptable to the Aviation Commission and licensed to do business in the State of Georgia. In the event that any such Contract Security shall be for a period less than the full period required by this Paragraph 5.11(A) or if Contract Security shall be cancelled, Airline shall provide a renewal or replacement Contract Security for the remaining required period. B. In the event the Aviation Commission is required to draw down or collect against Airline's Contract Security for any reason, Airline shall, within fifteen (15) business days after the Aviation Commission's written demand, take such action as may be necessary to replenish the existing Contract Security to its original amount (three [3] months' estimated Rentals and Fees) or to provide additional or supplemental Contract Security from another source so that the aggregate of all Contract Security is equal to three months' estimated Rentals and Fees payable by Airline. C. Upon Airline's election to assume this Agreement under Federal Bankruptcy Rules and Regulations and the Federal Judgeship Act of 1984 or any successor statute, as such may be amended, supplemented, or replaced, the Aviation Commission, by written notice to Airline given at any time within ninety (90) days of the date such event becomes known to the Aviation Commission, may impose or re-impose the requirements of Paragraph 5.11(A) on Airline. In such event, Airline Attachment number 1 \nPage 26 of 75 Item # 12 Augusta Regional Airport 23 Delta Air Lines Agreement shall provide the Aviation Commission with the required Contract Security within fifteen (15) days from its receipt of such written notice and shall thereafter maintain such Contract Security in effect until the expiration or termination of this Agreement, unless Airline pays rentals and fees in full and on time for a continuous 12-month period. D. If after notification by the Airport and the expiration of the 15 day period, should the Airline fail to obtain or keep in force such Contract Security required hereunder, such failure shall be grounds for immediate termination of this Agreement. The Aviation Commission's rights under this Section 5.11 shall be in addition to all other rights and remedies provided to the Aviation Commission under this Agreement. E. Airline and the Aviation Commission agree that this Agreement constitutes an ‘unexpired lease' for the purposes of Section 365 of the United States Bankruptcy Code (Title 11 USC) subject to assumption or rejection, and subject to the terms and conditions of assumption or rejection, as provided in said Section 365. Furthermore, Airline and the Aviation Commission agree that if Airline provides Contract Security in the form of a Contract bond or irrevocable letter of credit, such Contract Security provided by Airline is not 'property of the estate' for purposes of Section 541 of the United States Bankruptcy Code (Title 11 USC), it being understood that any Contract Security is property of the third (3rd) party providing it (subject to the Aviation Commission's ability to draw against the Contract Security) and that all PFCs, less the allowable collection fees and any amounts paid by ticket purchasers that are subject to reimbursement, collected by Airline with respect to Enplaned Passengers at the Airport are property of the Aviation Commission. Section 5.12 No Further Fees and Charges Following the effective date of this Agreement, except as provided elsewhere herein, upon the payment of the Rentals and Fees described herein, no additional charges shall be levied against Airline for the use of the Airport and the occupancy of facilities as described in Article 3, except as provided by separate agreement between the parties. ARTICLE 6 RECALCULATIO OF RETALS AD FEES Section 6.01 Effective Date of Recalculations Rentals and Fees as set forth in Article 5 shall be adjusted annually during the term of this Agreement as hereinafter set forth in this Article 6. Said adjustments to Rentals and Fees pursuant to Attachment number 1 \nPage 27 of 75 Item # 12 Augusta Regional Airport 24 Delta Air Lines Agreement this Article 6 shall apply without the necessity of formal amendment to this Agreement. Airlines shall be provided an opportunity to review the annual proposed budget thirty (30) to forty five (45) days prior to approval by the Aviation Commission. A statement showing the recalculation of the new rates for Rentals and Fees, in accordance with the rates and charges methodology provided for in this Agreement prepared in the same format as shown in Exhibit D, shall be prepared and transmitted to Airline by the Executive Director within thirty (30) days after approval by the Aviation Commission and adoption by the County. Said statement shall then be deemed part of this Agreement and effective on the first (1st) day of each Fiscal Year to which such Rentals and Fees apply. Section 6.02 Records of Airport Cost Centers A. The Aviation Commission shall maintain accounting records documenting the following items for each Airport Cost Center: (1) Airport Revenue, (2) Airport Expense, and (3) other expenses of the Aviation Commission. B. The Aviation Commission shall further maintain records evidencing the allocation of capital funds obtained from the proceeds of the sale of Bonds or other capital fund sources to each Airport Cost Center. Included in the allocation to each Airport Cost Center shall be that cost center's proportionate share of Bond issuance expense, capitalized interest, and funding of special funds determined in accordance with allocation of costs funded through bond proceeds or other capital sources. Section 6.03 Aviation Commission Reports A. On or before August 1 of each Fiscal Year, the Executive Director shall provide Airline with a budget calendar establishing dates for the Signatory Airlines to review the Annual Budget. B. On or before May 1 of each Fiscal Year, the Executive Director shall send Airline notification to submit forecast of Maximum Gross Certificated Landing Weight. On or before June 1 of each Fiscal Year, Airline shall submit to the Executive Director, in writing, a forecast of its Maximum Gross Certificated Landing Weight for the succeeding Fiscal Year. If such forecast is not submitted by Airline, the Aviation Commission will develop its own forecast of Maximum Gross Certificated Landing Weight for Airline for the succeeding Fiscal Year. Attachment number 1 \nPage 28 of 75 Item # 12 Augusta Regional Airport 25 Delta Air Lines Agreement C. If an Annual Budget is not adopted by the Aviation Commission before any such Fiscal Year, the Rentals and Fees in effect during the preceding Fiscal Year shall remain in effect until (1) a new Annual Budget has been adopted by the Aviation Commission, and (2) the Aviation Commission has calculated the Rentals and Fees in accordance therewith. The recalculated Rentals and Fees shall then be in effect retroactive (without penalties or interest if paid by the due date on invoice issued to Airline) to the beginning of such Fiscal Year. If the recalculated Rentals and Fees exceed 10% of the previous Fiscal Year, the invoiced amount for the difference between the preceding Fiscal Year rates and the current Fiscal Year rates will be broken into two equal invoice amounts payable within thirty (30) days of invoice date. D. Whenever the adjustment calculation involves an estimate, the estimate of the Aviation Commission shall be used, which estimate shall be based on past performance and reasonable and prudent future expectations. Whenever the adjustment calculation involves an estimate included in the Annual Budget, the estimated amount in the Annual Budget shall be used. Section 6.04 Calculation of Terminal Building Rental Rates The Terminal Building rental rates shall be established and thereafter adjusted annually in the following manner: A. Each year the Aviation Commission shall calculate Terminal Building Requirement for the succeeding Fiscal Year by totaling the following amounts, as set forth in the Annual Budget: 1. The total of the direct and indirect Operation and Maintenance Expenses allocable to the Terminal Building. 2. Annual Debt Service plus Coverage (Net of available PFC proceeds authorized for the payment of a portion of Terminal Building Debt Service) reasonably allocable to the Terminal Building, as required by the Bond Resolution. An amount equal to 1.25 times the pro rata portion of the Annual Debt Service Requirement net of PFC proceeds, if any, authorized to pay debt service allocable to the Terminal Building, or such other amount as may be required by the Bond Resolution; Attachment number 1 \nPage 29 of 75 Item # 12 Augusta Regional Airport 26 Delta Air Lines Agreement 3. The amount of deposits to any funds and accounts required by the Bond Resolution and reasonably allocable to the Terminal Building. 4. Any other Airport Expense reasonably allocable to the Terminal Building not included in Paragraphs 1 through 3 above. 5. An amount equal to any deficit or credit estimated for operation of the Terminal Building during the then-current Fiscal Year or any adjustment carried over from preceding Fiscal Years to reflect any difference between actual versus estimated expenses. B. The average Rental Rate shall then be calculated by dividing the Terminal Building Requirement computed above by the amount of Rentable Space square footage in the Terminal Building. The average Rental Rate shall then be multiplied by the total amount of square footage used or occupied by Airline to determine the total annual Terminal Building space rent payable by each Airline. C. The space rents for all Joint Use Space shall be prorated among all Airlines according to the Joint Use Formula and each Airline shall pay its pro rata share of such space rents. Section 6.05 Calculation of Loading Bridge Use Fee The Loading Bridge Use Fee shall be established and thereafter adjusted annually in the following manner: A. Each year the Aviation Commission shall calculate the Loading Bridge Requirement for the succeeding Fiscal Year by totaling the following amounts, as set forth in the Annual Budget: 1. The total of the direct and indirect Operation and Maintenance Expenses allocable to the Loading Bridges. 2. An amount equal to 1.25 times the pro rata portion of the Annual Debt Service Requirement net of PFC proceeds, if any, authorized to pay debt service allocable to the Loading Bridges, or such other amount as may be required by the Bond Resolution; Attachment number 1 \nPage 30 of 75 Item # 12 Augusta Regional Airport 27 Delta Air Lines Agreement 3. The amount of deposits to any funds and accounts required by the Bond Resolution and allocable to the Loading Bridges; 4. Any other Airport Expense reasonably allocable to the Loading Bridges not included in Paragraphs (1) through (3) above; and 5. An amount equal to any deficit or credit estimated for operation of the Loading Bridges during the then-current Fiscal Year or any adjustment carried over from preceding Fiscal Years to reflect any difference between actual versus estimated expenses. B. The Loading Bridge Use Fee rate per Loading Bridge shall be calculated by dividing the Loading Bridge Use Fee calculated in accordance with paragraph (1) to (5) above by the number of Loading Bridges. An Airline's Loading Bridge Use Fee shall then be calculated by multiplying the Loading Bridge Use Fee rate per Loading Bridge by the number of Loading Bridges assigned to Airline. In the event of multiple users the fee will be allocable to all users on a per use basis. Section 6.06 Calculation of Aircraft Parking Position Fee The Aircraft Parking Position fee shall be adjusted annually in the following manner: A. Each year the Aviation Commission shall calculate the Apron Area Fee for the succeeding Fiscal Year by totaling the following amounts, as set forth in the Annual Budget: 1. The total of the direct and indirect Operation and Maintenance Expenses allocable to the Apron Area. 2. An amount equal to 1.25 times the pro rata portion of the Annual Debt Service allocated to the Apron Area net of available PFC proceeds, if any, authorized for the payment of a portion of Apron Area Annual Debt Service and Coverage; 3. The amount of deposits to any funds and accounts required by the Bond Resolution and allocable to the Apron Area; 4. Any other Airport Expense reasonably allocable to the Apron Area not included in Paragraphs (1) through (3) above; and Attachment number 1 \nPage 31 of 75 Item # 12 Augusta Regional Airport 28 Delta Air Lines Agreement 5. An amount equal to any deficit or credit estimated for operation of the Apron Area during the then-current Fiscal Year or any adjustment carried over from preceding Fiscal Years to reflect any difference between actual versus estimated expenses. B. The sum of the expenses identified in (1) to (5) above equals the Apron Area Requirement. The Aircraft Parking Positions Fee shall then be calculated by dividing the Apron Area Requirement by the number of Aircraft Parking Positions at the Terminal Building. An Airline's Aircraft Parking Position Fee shall then be calculated by multiplying the total number of Aircraft Parking Positions assigned to and used by Airline times the Apron Area Rental Rate per Aircraft Gate. C. Should Airline stop providing Air Transportation at the Airport during any Fiscal Year, the Aircraft Parking Positions Fee shall be recalculated for the portion of the Fiscal Year that Airline did conduct regularly scheduled Air Transportation at the Airport. The recalculation will be based on the Aircraft Parking Positions Requirement being calculated without a Competitive Credit. Airline agrees to repay the Aviation Commission the amount of recalculated Aircraft Parking Positions Fees minus any Aircraft Parking Positions Fee payments made during that Fiscal Year. Airline agrees to pay this amount to the Aviation Commission within thirty (30) days of receipt of an invoice from the Aviation Commission. D. Should Airline use an Aviation Commission Aircraft Parking Position at the Terminal Building, Airline shall pay the Aviation Commission $75 per aircraft per turn (or per two hour period during which Airline’s aircraft occupies an Aviation Commission Aircraft Parking Position). However, for Airline’s aircraft parked at an Aviation Commission Aircraft Parking Position overnight, the Airline will pay the Aviation Commission $150 for the Remain Overnight fee (RON) in addition to the per turn fee. Over the term of this Agreement, these rates are subject to adjustment based on increasing cost of operating and maintaining Aviation Commission Aircraft Parking Positions. Section 6.07 Calculation of Landing Fee Rate A. Each Fiscal Year, the Aviation Commission shall recalculate the Landing Fee Rate for the Fiscal Year commencing January 1st, and for each succeeding Fiscal Year, based upon the Aviation Commission's proposed Annual Budget for the succeeding Fiscal Year by totaling the following estimated amounts: Attachment number 1 \nPage 32 of 75 Item # 12 Augusta Regional Airport 29 Delta Air Lines Agreement 1. The total of the direct and indirect estimated Operation and Maintenance Expenses of the Airfield Area; 2. An amount equal to the Airfield Area Annual Debt Service (plus Coverage), to pay debt service allocable to the Airfield Area, or such other amount as may be required by the Bond Resolution; 3. The amount of deposits to any funds and accounts required by the Bond Resolution and allocable to the Airfield Area; 4. Any other Airport Expense allocable to the Airfield Area not included in Paragraphs (1) through (3) above; and any overpayment or underpayment estimated for operation of the Airfield Area during the then-current Fiscal Year, or any adjustment carried over from the preceding Fiscal Year, to reflect any difference between actual versus estimated revenues or expenses; and 5. Any other Airfield Area Expense not included in Paragraphs (1) to (5) above. B. The Airfield Area Requirement for the succeeding Fiscal Year shall be calculated by subtracting from total Airport Expense [the total of (1) to (5) above] a Competitive Credit in an amount determined appropriate by the Aviation Commission each Fiscal Year. The purpose of the Competitive Credit is to keep the Airline's Airport cost per enplane passenger competitive with other airports similarly situated — for air service development purposes. The Aviation Commission may establish differing levels of Competitive Credit for different classes of airlines. 1. The Landing Fee Rate for the succeeding Fiscal Year shall be calculated by dividing the net Airfield Area Requirement computed above by the estimated Total Landed Weight of all Aircraft Arrivals at the Airport for the succeeding Fiscal Year as estimated by the Aviation Commission. 2. The Landing Fee shall be calculated by multiplying the Airline's portion of Total Landed Weight for the month by the Landing Fee Rate then in effect. Attachment number 1 \nPage 33 of 75 Item # 12 Augusta Regional Airport 30 Delta Air Lines Agreement 3. The Landing Fee is payable monthly. ARTICLE 7 - SUBORDIATIO AD APPLICATIO OF REVEU ES Section 7.01 Subordination to Bond Resolution A. This Agreement and all rights of Airline hereunder are expressly subordinated and subject to the lien and provisions of any pledge, transfer, hypothecation, or assignment made (at any time) by the Aviation Commission to secure Bond financing. This Agreement is subject and subordinate to the terms, covenants, and conditions of the Bond Resolution authorizing the issuance of Bonds by Augusta-Richmond County. Augusta-Richmond County may amend or modify the Bond Resolution or make any change thereto that does not adversely affect Airline rights or obligations under this Agreement. Except for the preceding sentence, conflicts between this Agreement and the Bond Resolution shall be resolved in favor of the Bond Resolution. B. All definitional terms that are not specifically defined herein are to have the meanings set forth in the Bond Resolution. ARTICLE 8 - CAPITAL IMPROVEMETS Section 8.01 Need for Acquisition (s) Capital Expenditures The parties hereto recognize that Capital Improvements or acquisitions to preserve, protect, enhance, expand, or otherwise improve the Airport, or part thereof, be required during the term of this Agreement. Any such Capital Improvement(s) or acquisition(s) paid for, financed, or refinanced debt which negatively impact rates and charges with newly issued Airport Improvement Bonds will be subject to the provisions of Section 8.02 below. Section 8.02 Improvements Subject to Signatory Airline Consideration. A. The Airport Director shall notify Airline, in writing, of the Aviation Commission’s intent to undertake Capital Improvements or make an acquisition with newly issued Airport Improvement Bonds. The Airport Director shall provide Airline with the following information associated therewith: 1. A description of the proposed Capital Improvement(s), or acquisition together with cost estimates, scheduling, and any preliminary drawings, if applicable; Attachment number 1 \nPage 34 of 75 Item # 12 Augusta Regional Airport 31 Delta Air Lines Agreement 2. A statement of the need for the proposed acquisition(s) or Capital Improvement(s), along with the planned benefits to be derived from such expenditures; 3. The Aviation Commission’s preferred means of financing or paying the costs of the proposed acquisition or Capital Improvement(s); and 4. The planned allocation of the costs thereof to the Airfield Area or the Terminal Building and the projected effect on Airline Rentals and Fees. 5. The planned refinancing of prior improvements or acquisitions where applicable to MII consideration. B. Within thirty (30) days after the Airport Director’s delivery of said notice, Airline may request in writing, a meeting with the Airport Director for the purpose of discussing proposed acquisition or Capital Improvement(s). Should such a request be made, the Airport Director shall meet with Signatory Airlines collectively within sixty (60) days of the original notice. The Aviation Commission agrees to consider comments and recommendations of the Signatory Airlines with respect to proposed acquisition or Capital Improvement(s) to be financed with newly issued Airport Improvement Bonds. C. Unless Signatory Airlines constituting an MII shall issue written disapprovals for a particular Capital Improvement in the Airfield Area (for those Capital Improvements in the Airfield Area requiring MII consideration) or for a Capital Improvement in the Terminal Building (for those Capital Improvements in the Terminal Building requiring MII consideration) within thirty (30) days of the date of the meeting, the Aviation Commission may proceed with said acquisition or Capital Improvements. The Aviation Commission may also proceed at any time with acquisition or Capital Improvements not requiring MII consideration, and with any other improvements or developments not defined as a Capital Improvement herein. D. In the event of MII disapproval of a proposed acquisition or Capital Improvement subject to MII consideration, the Airport Director shall have the option to convene a second meeting with the Signatory Airlines within forty-five (45) days following the date of disapproval for the purpose of providing additional information relative to the proposed acquisition or Capital Improvement and to Attachment number 1 \nPage 35 of 75 Item # 12 Augusta Regional Airport 32 Delta Air Lines Agreement request reconsideration. If, after the second meeting, Signatory Airlines constituting an MII notify the Aviation Commission that they do not concur with said acquisition or Capital Improvement(s), the acquisition or Capital Improvement(s) shall be deferred for two (2) years. In such ensuing timeline, the Aviation Commission may implement such Capital Improvement(s) and include, debt service (including coverage), or loan payments for such Capital Improvement(s) in the Rentals and Fees of the Signatory Airlines. The Aviation Commission may elect to move forward with said acquisition or Capital Improvement(s) through means other than issuing new Airport Revenue Bonds. Disapproval of an acquisition or Capital Improvement may be reversed by an MII at any time. E. Augusta-Richmond County or its Aviation Commission may issue Bonds, Subordinated Bonds, or Other Indebtedness to finance any acquisition or Capital Improvements permitted by this Article 8. All costs associated with an acquisition or Capital Improvements permitted by this Article 8, including but not limited to Operation and Maintenance Expenses (including appropriate reserves therefore) and capital charges, except as may be limited by this Section, shall be included in the determination of rates for Rentals and Fees in accordance with Exhibit D. Section 8.03 Grants The Aviation Commission will exercise its best efforts to obtain maximum Airport development grants-in-aid from federal, State, and local sources. ARTICLE 9 - OBLIGATIOS OF AIRLIE Section 9.01 Maintenance and Repair It is understood and agreed that Airline shall have the following maintenance and repair obligations. A. Maintenance of Terminal Building 1. Airline shall, at all times, maintain and repair its Exclusive Use Space in the Terminal Building so that it remains in a neat, clean, safe, and orderly condition. Airline will provide custodial maintenance in its Exclusive Use Space. However, the Aviation Commission may, at its sole discretion, provide some maintenance in Airline Exclusive Use Space as part of a Terminal Building general maintenance program. Attachment number 1 \nPage 36 of 75 Item # 12 Augusta Regional Airport 33 Delta Air Lines Agreement 2. Airline shall make no changes of any nature or character in, or additions to, the Terminal Building without the prior written approval of the Executive Director. Airline shall submit to the Executive Director for approval of its plans and specifications for any proposed project and shall comply with any reasonable conditions required by the Aviation Commission. Such additions, alterations, or improvements shall become the property of the Aviation Commission on the completion of construction, subject to the conditions set forth in Section 8.02. 3. Airline shall repair at its cost or, at the Aviation Commission's option, reimburse the Aviation Commission for the cost of repairing, replacing, or rebuilding any damages to the Terminal Building or other portions of the Terminal Building caused by the negligent or wrongful acts or omissions of Airline, its officers, employees, or agents and excepting ordinary wear and tear. Any repairs made by Airline shall be subject to inspection and approval by the Executive Director. 4. Airline shall be responsible at its cost for the cost of repairing, replacing, or rebuilding any damage to tenant improvements or Personal Property on Airline's Exclusive Use Space where the damages were not caused by acts or omissions of the Aviation Commission or its officers, or employees, contractors, tenants or agents. Any repairs made by Airline to any tenant improvements shall be subject to inspection and approval by the Executive Director. Should Airline fail to perform its material obligations hereunder, the Aviation Commission shall have the right to enter the Airline Premises and perform such activities; provided, however, other than in a case of emergency, the Aviation Commission shall give Airline reasonable advance written notice of its non-compliance, not to exceed ten (10) days, prior to the exercise of this right; and provided, further however, that if the nature of the cure is such that it cannot be reasonably effectuated within ten (10) days, Airline shall have an additional period reasonably necessary to effectuate such cure as long as Airline pursues such cure with due diligence. 5. Airline shall not erect, maintain, or display on the Terminal Building any billboards, banners, advertising, promotional signs, or materials without the prior written approval of the Executive Director. Attachment number 1 \nPage 37 of 75 Item # 12 Augusta Regional Airport 34 Delta Air Lines Agreement B. Maintenance of Apron Area 1. Airline shall remove to the extent reasonably practicable all of the accumulated oil, fuel, and grease caused by Airline's aircraft and ground equipment while operating on the Apron Area (s). 2. Airline shall maintain in a neat, clean, and orderly manner the portions of the Apron Area occupied by Airline's apron service equipment. The piling of boxes, cartons, barrels, pallets, debris, or similar items on or about the Airline Leased Premises in areas other than those designated by the Executive Director shall not be permitted. 3. Airline shall maintain its Premises in a safe, neat, and attractive condition at all times, and shall pick up and place all trash and debris in sealed bags and shall move such debris to a dumpster until it is disposed of in a manner acceptable to the Executive Director. Airline and Aviation Commission maintenance responsibilities are detailed in the tabular summary shown in Exhibit E. Section 9.02 Ownership of Improvements Upon completion or installation of any fixture, addition, or improvement on the Terminal Building, excluding Personal Property, such fixture, addition, or improvement shall immediately become the property of the Aviation Commission, as owner, subject only to the right of Airline to use same as set forth in this Agreement, and shall remain the property of the Aviation Commission thereafter with the sole right, title, and interest thereto. Section 9.03 Liens Airline shall cause to be removed promptly any and all liens of any nature arising out of or because of any construction performed by Airline or any of its contractors or subcontractors upon the Terminal Building or arising out of or because of the performance of any work or labor by or for it or them at said premises, reserving the right to contest in court the validity of any such liens. Airline shall have the right to post an appropriate bond to cover its obligations pursuant to this Section 9.03. If any person or corporation attempts to assert lien against the Terminal Building for improvements made by Airline, Airline shall hold the Aviation Commission harmless from such claim, including the cost of defense. Attachment number 1 \nPage 38 of 75 Item # 12 Augusta Regional Airport 35 Delta Air Lines Agreement Section 9.04 Payment of Taxes Airline shall pay (but such payment shall not be considered part of Airport Revenue) all lawful taxes, assessments, or charges (including any sales taxes imposed on Rentals and Fees paid by Airline) imposed by entities other than the Aviation Commission that, during the term of this Agreement, may become a lien or be levied on any interest in Airline’s Leased Premises or any possessory right that Airline might have in or to said premises or any improvements thereof, by reason of its use or occupation thereof or otherwise, reserving to Airline, however, the right to contest, by administrative proceeding, court or otherwise, the validity or applicability of any such tax, assessment, or charge, as more specifically set forth in Paragraph 9.07(E). Section 9.05 Vending Machines Airline shall not install or maintain vending machines, public pay telephones, or other machines operated by coins, tokens, or credit cards in or at Airline’s Leased Premises in areas accessible to the public except with the prior written approval of the Executive Director. This Section 9.05 shall not prohibit Airline from the installation, operation and maintenance of self-ticketing or passenger check- in machines, to include telephones, but the location and manner of such installation shall be subject to the prior written approval of the Executive Director. Section 9.06 Employees of Airline Airline shall require all of its employees and subcontractors or independent contractors hired by Airline working in view of the public and about the Terminal Building to wear clean and neat attire and to display appropriate identification. Airline employees shall obtain identification badges from the Airport. Airline will be responsible for paying for the cost of Transportation Security Administration required employee background checks and badging. Section 9.07 Rules and Regulations A. Airline shall not use or permit to be used any Airport facilities for any purposes or uses other than those specifically authorized by this Agreement, and such other purposes or uses as may be mutually agreed upon in writing. B. Airline shall comply with and shall require its officers and employees and any other persons over whom it has control to comply with such reasonable and nondiscriminatory Rules and Regulations governing the use of Airport facilities pursuant to this Agreement as may from time to Attachment number 1 \nPage 39 of 75 Item # 12 Augusta Regional Airport 36 Delta Air Lines Agreement time be adopted and promulgated by the Aviation Commission, including, but not limited to, security, health, safety, sanitation, and good order, and with such amendments, revisions, or extensions thereof as may from time to time be adopted and promulgated by the Aviation Commission. The Executive Director will provide a copy of the initial Rules and Regulations to Airline within thirty (30) days of the date of this Agreement. C. Airline's right of access to the Airport shall be subject to security considerations and all federal, State, and local laws or regulations and all Airport rules, regulations, and ordinances now in effect or hereinafter adopted or promulgated. D. Airline shall, at all times, comply with any and all present and future laws, ordinances, and general rules or regulations of any public or governmental entity (other than the Airport Commission) with jurisdiction pertaining to its operations at the Airport now or at any time during the term that this Agreement is in force. E. Nothing herein contained shall be construed to prevent Airline from contesting the validity or applicability of any federal, State, or local law, regulation, or ordinance now in effect or hereinafter adopted or promulgated. Airline shall not be deemed to be in default of any requirement of this Agreement so long as such contest is diligently prosecuted in an appropriate forum by Airline or any other party to a similar agreement having interests consistent with those of Airline, or until thirty (30) days following the entry of a final judgment contrary to Airline's position, or the exhaustion of the Airline’s appeals. However, should Airline contest the validity or applicability of any tax or fee, the payment of which might constitute a lien on Airport facilities, the Aviation Commission may require the posting of a bond or the placement in escrow of the amount of such tax or fee pending the outcome of such contest in order to avoid the imposition of such lien. Section 9.08 Removal of Disabled Aircraft Upon release of Airline's disabled aircraft by proper authorities, Airline shall promptly remove any such disabled aircraft from any part of the Airport (including, without limitation, runways, taxiways, aprons, and gate positions) where it could interfere with day-to-day operations and place any such disabled aircraft in such storage area as may be designated by the Executive Director. Airline may store such disabled aircraft only for such reasonable length of time and on such reasonable terms and conditions as may be established by the Aviation Commission. If Airline fails to remove any of its Attachment number 1 \nPage 40 of 75 Item # 12 Augusta Regional Airport 37 Delta Air Lines Agreement disabled aircraft promptly in accordance with this Section 9.08, the Executive Director may, but shall not be obligated to, cause the removal of such disabled aircraft. However, the obligation of the Aviation Commission to remove or store such disabled aircraft shall not be inconsistent with federal laws and regulations. Airline agrees to reimburse the Aviation Commission for all costs of such removal, and further, Airline hereby releases the Aviation Commission from any and all claims for damage to the disabled aircraft or otherwise arising from or in any way connected with such removal by the Aviation Commission except in the case of gross negligence. ARTICLE 10 - OBLIGATIOS OF AVIATIO COMMISSIO Section 10.01 Operation as a Public Airport The Aviation Commission covenants and agrees that, at all times, relevant to this Agreement, it will operate and maintain the Airport facilities, as defined hereinabove, as a public airport consistent with and pursuant to the Sponsor's Grant Assurances given by the Aviation Commission to the U.S. Government under the Federal Airport Act and consistent with the terms and conditions of this Agreement. The Aviation Commission further covenants and agrees to manage the Airport in a reasonable and prudent manner and to use due diligence in the operation and maintenance of Airport facilities. Section 10.02 Access to Terminal Building A. Subject to security considerations, upon payment of the rentals hereunder and performance of the covenants of this Agreement by Airline, Airline and its officers, employees, passengers, prospective passengers, and other persons with Airline shall have (without additional charge) the free, unobstructed right of ingress to and egress from the Terminal Building by means of a lobby, passageway, or other Public Areas designated by the Aviation Commission for that purpose and connecting the Terminal Building with a vehicular roadway and walkways adjacent to the Terminal Building (and provided and maintained by the Aviation Commission and connecting with a public street or other public highway outside the Airport), and with the Apron Area adjacent to the Terminal Building, all of which are more specifically defined in Exhibit C. B. The use of the means of access specified by the Aviation Commission shall be in common with such other persons as the Aviation Commission may authorize or permit, and shall be subject to and in accordance with all applicable local laws and ordinances and such weight restrictions, use Attachment number 1 \nPage 41 of 75 Item # 12 Augusta Regional Airport 38 Delta Air Lines Agreement restrictions, rules, regulations, and ordinances as may be adopted by the Aviation Commission for the regulation and control of the users thereof. C. The access provided for in Paragraph 10.02(A) shall not be used, enjoyed, or extended to any person or company engaging in any activity or performing any act or furnishing any service for or on behalf of Airline that Airline is not authorized to engage in or perform or receive under the provisions of this Agreement and applicable laws. Section 10.03 Use of Other Public Areas The officers, employees, passengers, and prospective passengers of Airline and other persons doing business with Airline shall have the right to use any space, facilities, and conveniences provided by the Aviation Commission at the Airport for use by airline passengers and other persons (including waiting rooms, lobbies, hallways, corridors, restaurants, restrooms, observation galleries, streets, highways, and vehicular parking areas), in each case, however, only in common with others authorized by the Aviation Commission to do so, at the times, to the extent, in the manner, and for the purposes for which they are made available for such use, in compliance with the terms and conditions on which they are made available for such use, and only in conformity with the Rules and Regulations with respect to the use thereof. Employee parking is subject to the terms of Section 11.04. Section 10.04 Maintenance of Airport The maintenance and custodial responsibilities of the parties are defined in Exhibit E attached hereto. ARTICLE 11 - AVIATIO COMMISSIO'S RESERVATIOS Section 11.01 Improvement, Relocation, or Removal of Structures The Aviation Commission, at its sole discretion, reserves the right to further develop or improve the aircraft operating area and other portions of the Airport, including the right to improve, relocate, or remove any structure on the Airport, as it sees fit, and to take any action it considers necessary to protect the aerial approaches of the Airport against obstructions in accordance with 14 CFR Part 77 as it is presently set forth or as it may be amended from time to time. Attachment number 1 \nPage 42 of 75 Item # 12 Augusta Regional Airport 39 Delta Air Lines Agreement Section 11.02 Right to Enter and Make Repairs A. The Aviation Commission and its authorized officers, employees, agents, contractors, subcontractors, and other representatives shall have the right (at such times as may be reasonable under the circumstances and with as little interruption of Airline's operations as is reasonably practicable) to enter Airline's Leased Premises for the following purposes: 1. To inspect such premises at reasonable intervals during regular business hours (or at any time in case of emergency) to determine whether Airline has complied and is complying with the terms and conditions of this Agreement with respect to such premises. Aviation Commission will provide advance notification to Airline of inspection no less than 48 hours from inspection time. 2. To perform maintenance and make repairs and replacements in any case where Airline is obligated to do so and has failed after reasonable notice to do so, in which event Airline shall reimburse the Aviation Commission for the cost thereof promptly on demand. 3. To perform maintenance and make repairs and replacements in any case where the Aviation Commission is obligated to do so, and in any other case where the Aviation Commission, in its reasonable judgment, determines that it is necessary or desirable to do so to preserve the structural safety of such premises or of the building in which such premises are located or to correct any condition likely to cause injuries or damages to persons or property. B. No such entry by or on behalf of the Aviation Commission on any premises leased to Airline shall cause or constitute a termination of the letting thereof or be deemed to constitute an interference with the possession thereof by Airline; and no such entry on any premises for the exclusive or preferential use of which Airline has been granted a license shall constitute a revocation of such license or be deemed to constitute an interference with Airline's ability to operate from its Leased Premises. If the Aviation Commission, acting pursuant to Paragraph 11.02(A) (3), creates a condition that causes the premises to be untenantable in whole, or in substantial part, then the Aviation Commission, if requested by Airline, will make alternative premises available to Airline and compensate Airline for all relocation costs and expenses incurred by reason of such relocation or abate rent during the period of such repairs. Attachment number 1 \nPage 43 of 75 Item # 12 Augusta Regional Airport 40 Delta Air Lines Agreement Section 11.03 Airport Access License/Permit The Aviation Commission reserves the right to establish a licensing or permit procedure for personnel and vehicles requiring access to the Airport operational areas and to levy a reasonable regulatory or administrative charge for issuance of such Airport access license or permit. Airline shall pay such charge with regard to its own personnel or vehicles and shall, at the request of the Executive Director, cooperate in the collection of such charge with regard to any personnel or vehicles used by its suppliers. Any such charge shall not exceed an amount necessary to cover the actual regulatory or administrative expenses of such control measures. Section 11.04 Airline Employee Parking The Executive Director may designate areas from time to time to be used for parking automobiles by Airline's employees (including handicapped or disabled employees) working at the Airport. The Aviation Commission shall have the right to charge a reasonable fee for such privilege. ARTICLE 12 - DAMAGE OR DESTRUCTIO, ISURACE, AD IDEMIFICATIO Section 12.01 Damage or Destruction of Terminal Building If, by reason of any cause, the Terminal Building is damaged to such an extent that the Terminal Building is untenantable in whole, or in substantial part, then: A. If the repairs and rebuilding necessary to restore the Terminal Building to its condition before the occurrence of the damage can, in the reasonable judgment of the Aviation Commission, be completed within two hundred and seventy (270) days from the date on which the damage occurred, the Executive Director shall so notify Airline, in writing, and shall proceed promptly with such repairs and rebuilding. In such event, the rental for the Terminal Building for which provision is made in Article 5 shall be abated pro rata for the period from the date of the occurrence of such damage to the date on which such repairs and rebuilding is completed. Attachment number 1 \nPage 44 of 75 Item # 12 Augusta Regional Airport 41 Delta Air Lines Agreement B. If such repairs and rebuilding cannot, in the reasonable judgment of the Aviation Commission, be completed within said 270 days, the Aviation Commission, at its option, to be evidenced by notice in writing to Airline, may either: (1) proceed promptly with said repairs and rebuilding, in which event said rental shall be abated as aforesaid, or (2) terminate the letting of the Terminal Building, in which event said rental therefore for which provision is made in Article 5 shall be abated from and after the date of occurrence of the damage. C. The Aviation Commission shall use its best efforts to provide Airline with reasonable alternate space, if necessary, during any repairs, rebuilding, or reconstruction of the Terminal Building. The Executive Director shall advise Airline, as soon as practicable, of the Aviation Commission's intention regarding any necessary repairs or restorations. D. In the event, however, that the cause of the damage is the fault or negligence or wrongful act of Airline or its employees or agents, then the expense of all such repairs shall be borne by Airline and there shall be no abatement of rent or other charges payable hereunder. Section 12.02 Insurance A. During the term of this Agreement, Airline shall provide, pay for, and maintain with companies reasonably satisfactory to the Aviation Commission, the types of insurance described herein. All insurance shall be issued by responsible insurance companies eligible to do business in the State of Georgia. B. All liability policies of Airline and its contractors shall provide that the Aviation Commission is an Additional Insured to the extent of Airline's contractual obligations hereunder. The insurance coverage and limits required shall be evidenced by properly executed certificates of insurance. These certificates shall be signed by the authorized representative of the insurance company shown on the certificate. At least ten (10) calendar days prior to Airline's use of space or Airline's operations or activities in regard to the Airport and that in any way, directly or indirectly, contingently or otherwise, affects or might reasonably affect the County, Airline shall furnish the County evidence of all insurance policies negotiated. Prior to expiration of any then-current policy of insurance, Airline shall deliver to Airport evidence showing that such insurance coverage has been renewed. At least five (5) calendar days prior to the date of cancellation or reduction of coverage, as received in the written notice from the insurer, Airline shall deliver to the Airport Director, evidence showing reinstatement or other provision Attachment number 1 \nPage 45 of 75 Item # 12 Augusta Regional Airport 42 Delta Air Lines Agreement for the required insurance. All such evidence shall be in the form of certificates of insurance satisfactory to the Airport Director, accompanied by a certified true copy of an endorsement to each policy containing the language required by this paragraph and, if applicable, cross-liability coverage. C. If at any time the Executive Director requests a written statement from the insurance company as to any impairments to the aggregate limit, Airline shall promptly authorize and have delivered such statement to the Aviation Commission. Airline authorizes the Aviation Commission and its insurance consultant to confirm with Airline's insurance agents, brokers, and insurance companies all information furnished the Aviation Commission, as to Airline’s compliance with the Aviation Commission’s insurance requirements. D. All required insurance coverages of Airline shall be primary to any insurance or self- insurance program of the Aviation Commission. E. The acceptance of delivery to the Aviation Commission of any certificate of insurance evidencing the insurance coverages and limits required under this Agreement does not constitute approval or acceptance by the Aviation Commission that the insurance requirements in this Agreement have been met. F. No operations shall commence at the Airport unless and until the required certificates of insurance are in effect and approved by the Executive Director. G. The insurance coverages and limits required of Airline under this Agreement are designed to meet the minimum requirements of the Aviation Commission. They are not designed as a recommended insurance program for Airline. Airline is responsible for insuring its real and Personal Property located at the Airport. Airline, alone, shall be responsible for the sufficiency of its own insurance program. Should Airline have any questions concerning its exposure to loss under this Agreement, or the possible insurance coverages needed therefore, it should seek professional advice. H. Airline and the Aviation Commission understand and agree that the minimum limits of the insurance herein required may, from time to time, become inadequate, and Airline agrees that it will increase such minimum limits upon receipt of written notice defining the basis of the increase. Attachment number 1 \nPage 46 of 75 Item # 12 Augusta Regional Airport 43 Delta Air Lines Agreement Airline shall furnish the Aviation Commission, within sixty (60) days of the effective date thereof, a certificate of insurance evidencing that such insurance is in force. I. Airline's insurance companies or its authorized representative shall give the Aviation Commission thirty (30) days prior written notice of any cancellation, intent not to renew, or material reduction in any policy's coverage, except in the application of the Aggregate Limit Provisions. In the event of a reduction to the Aggregate Limit, it is agreed that immediate steps will be taken to have the prior Aggregate Limit reinstated. Said notices shall be sent pursuant to Section 17.17 of this Agreement. J. If at any time the Executive Director requests a written statement from the insurance companies as to any impairments to the Aggregate Limit, prompt authorization and delivery of all requested information will be given to the Aviation Commission. Renewal Certificates of Insurance must be provided to the Aviation Commission as soon as practical but in every instance immediately upon expiration of current coverages. K. Should at any time Airline not provide or maintain the insurance coverages required under this Agreement, the Aviation Commission may terminate or suspend this Agreement upon ten (10) days advance written notice to the Airline’s Facility Manager and to Airline’s Leasing contact. L. The amounts and types of insurance shall conform to the following minimum requirements with the use policies, forms, and endorsements or broader, where applicable. Notwithstanding the foregoing, the wording of all policies, forms, and endorsements must be reasonably acceptable to the Aviation Commission. 1. Workers Compensation and Employer's Liability Insurance shall be maintained in force by Airline during the term of this Agreement for all employees engaged in the operations under this Agreement. The limits of coverage shall not be less than: Workers' Compensation Georgia Statutory Employer's Liability $1,000,000 Limit Each Accident $1,000,000 Limit Disease Aggregate $1,000,000 Limit Disease Each Employee Attachment number 1 \nPage 47 of 75 Item # 12 Augusta Regional Airport 44 Delta Air Lines Agreement 2. Airport Liability Insurance shall be maintained by Airline for the life of this Agreement. Coverage shall include, but not be limited to, Premises and Operations, Personal Injury, Contractual for this Agreement, Independent Contractors, Broad Form Property Damage, Products, and Completed Operations Coverage and shall not exclude the Explosion, Collapse, and Underground Property Damage Liability Coverage. Coverage shall be applicable to the operation of all mobile and ground equipment at the Airport. The limits of coverage shall not be less than: Airlines Operating Aircraft with fifty (50) or more seats: Bodily & Personal Injury $100,000,000 Combined Single Limit & Property Damage Liability Each Occurrence & Aggregate Airlines Operating Aircraft with less than fifty (50) seats: Bodily & Personal Injury $50,000,000 Combined Single Limit & Property Damage Liability Each Occurrence & Aggregate 3. Aircraft Liability Insurance shall be maintained by Airline during the term of this Agreement for all owned, non-owned, leased, or hired aircraft, including passenger coverage. The limits of coverage shall not be less than: Bodily & Personal Injury $100,000,000 Combined Single Limit & Property Damage Liability Each Occurrence & Aggregate 4. Business Automobile Liability Insurance shall be maintained by Airline during the term of this Agreement as to the ownership, maintenance, and use of all owned, non-owned, leased, or hired vehicles. The limits of coverage shall not be less than: Bodily & Personal Injury $5,000,000 Combined Single Limit & Property Damage Liability Each Occurrence & Aggregate 5. Umbrella Liability Insurance or Excess Liability Insurance may be used to reach the limits of liability required for the Airport Liability Policy, Aircraft Liability, and the Business Automobile Policy. The limits of coverage shall not be less than: Attachment number 1 \nPage 48 of 75 Item # 12 Augusta Regional Airport 45 Delta Air Lines Agreement Umbrella or Excess Liability Policy $100,000,000 Combined Single Limit Each Occurrence & Aggregate-Specific for this Agreement $200,000,000 Combined Single Limit Each Occurrence & Aggregate-Not Specific for this Agreement Primary Liability Limits for the underlying Airport General Liability Coverage: Bodily & Personal Injury $10,000,000 Combined Single Limit & Property Damage Liability Each Occurrence & Aggregate Section 12.03 Indemnification Except where, and to the extent, it is caused by the negligent or wrongful acts or omissions or willful misconduct of the agents, employees, contractors, officers, or board of Augusta Richmond County and the Aviation Commission, Airline agrees to protect, defend, reimburse, indemnify, and hold Augusta Richmond County and the Aviation Commission, its agents, employees, and elected officers and each of them, free and harmless at all times from and against any and all claims, liability, expenses, losses, costs, fines, and damages (including actually incurred reasonable attorney's fees) and causes of action of every kind and character, whether or not meritorious, against or from the Aviation Commission by reason of any damage to property, or the environment, claims and liability which is in or bodily injury (including death) incurred or sustained by any party hereto, any agent or employee of any party hereto, and any third or other party whomsoever, or any governmental agency, caused by or arising out of or incident to or in connection with Airline's performance under this Agreement, Airline's use or occupancy of the Airline Leased Premises, Airline's compliance with Title 49 CFR, Part 1542 requirements, Airline's negligent or wrongful acts, omissions, or operations hereunder or the performance, non-performance or purported performance of Airline or any breach of the terms of this Agreement by Airline. Provided, however, that upon the filing by anyone of a claim with Augusta Richmond County or the Aviation Commission for damages arising out of incidents for which Airline herein agrees to indemnify and hold Augusta Richmond County and the Aviation Commission harmless, Augusta Richmond County or the Aviation Commission shall Attachment number 1 \nPage 49 of 75 Item # 12 Augusta Regional Airport 46 Delta Air Lines Agreement promptly notify Airline of such claim and, in the event that Airline does not settle or compromise such claim, then Airline shall undertake the legal defense of such claim both on behalf of Airline and on behalf of the Augusta Richmond County. It is specifically agreed, however, that the Augusta Richmond County, at its option and at its own expense, may participate in the legal defense of such claim. Any final judgment rendered against Augusta Richmond County for any cause for which Airline is liable hereunder shall be conclusive against Airline as to liability and amount upon the expiration of the time for appeal there from. Airline recognizes the broad nature of this indemnification and hold harmless clause, and voluntarily makes this covenant and expressly acknowledges the receipt of Ten Dollars ($10.00) and such other good and valuable consideration provided by the Aviation Commission in support of this indemnification in accordance with laws of the State of Georgia. This clause shall survive the termination of this Agreement as to claims arising during the term hereof. Compliance with the insurance requirements of this Article 12 shall not relieve Airline of its liability or obligation to indemnify Augusta Richmond County and the Aviation Commission as set forth in this Article 12. Section 12.04 Relationships Airline employees are not Aviation Commission employees and no “employer/employee” relationship exists. Section 12.05 Non-liability of Agents and Employees No board member, director, officer, agent, or employee of either party shall be charged personally or held contractually liable by or to the other party under any term or provision of this Agreement or because of any breach hereof or because of its or their execution or attempted execution. ARTICLE 13 - TERMIATIO Section 13.01 Termination of Agreement by Airline A. Airline, at its option, may declare this Agreement terminated in its entirety at any time Airline is not in default in the payment of Rentals and Fees to the Aviation Commission by giving the Aviation Commission sixty (60) days advance written notice, to be served as hereinafter provided, and by surrender of the Leased Premises on the happening of any one or more of the following events: Attachment number 1 \nPage 50 of 75 Item # 12 Augusta Regional Airport 47 Delta Air Lines Agreement 1. If the Terminal Building becomes untenantable in whole, or in substantial part, and the Aviation Commission does not terminate the letting thereof, pursuant to an option reserved to it in this Agreement, and does not proceed as promptly as reasonably practicable with the repairs and rebuilding necessary to restore the Terminal Building to its condition before the occurrence of the damage. 2. If the Aviation Commission fails to provide and maintain means for unobstructed ingress and egress to and from the Terminal Building in accordance with the provisions of this Agreement. 3. If the Aviation Commission closes the Airport to aircraft operations in general, or to the flights of Airline for reasons other than weather, acts of God, or other reasons beyond the Aviation Commission's control, and fails to reopen the Airport to such operations or flights for a period in excess of thirty (30) days. 4. If the Aviation Commission fails to comply with any of the terms or provisions of this Agreement or fails to promptly fulfill any of its obligations under this Agreement. B. No termination declared by Airline shall be effective unless and until not less than sixty (60) days have elapsed after the aforementioned written notice to the Aviation Commission specifying the date on which such termination shall take effect and the cause for which it is being terminated. The Aviation Commission may cure the cause of such termination within said 60-day period or such longer time as the parties may agree. Section 13.02 Continuing Responsibilities of Airline Notwithstanding the occurrence of any event of default, Airline shall remain liable to the Aviation Commission for all Rentals and Fees payable hereunder and for all preceding breaches of any covenant of this Agreement. Furthermore, unless the Aviation Commission elects to cancel this Agreement, Airline shall remain liable for and promptly pay all Rentals and Fees accruing hereunder until the term of this Agreement has expired as set forth in Article 4 or until this Agreement is terminated by Airline pursuant to Section 13.01. Attachment number 1 \nPage 51 of 75 Item # 12 Augusta Regional Airport 48 Delta Air Lines Agreement Section 13.03 Termination of Agreement by the Aviation Commission A. The Aviation Commission, at its option, may declare this Agreement terminated on the happening of any one or more of the following events, and may exercise all rights of entry and re- entry to the Terminal Building: 1. If the Rentals and Fees, or other money payments that Airline herein agrees to pay, or any part hereof, shall be unpaid on the date by which payment is required to be made the same shall become due. 2. If Airline files a voluntary petition in bankruptcy, or makes a general assignment for the benefit of creditors, or if Airline is adjudicated as bankrupt. 3. The taking of jurisdiction of Airline or its assets by a court of competent jurisdiction pursuant to proceedings brought under the provisions of any federal reorganization act. 4. The appointment of a receiver or a trustee of Airline's assets by a court of competent jurisdiction or a voluntary agreement with Airline's creditors and the same is not removed in ninety (90) days. 5. If any act occurs that deprives Airline permanently of the rights, powers, and privileges necessary for the proper conduct and operation of its Air Transportation business. 6. If Airline abandons and fails to use the Terminal Building for a period of thirty (30) days at any one time, except when arising out of or related to a Section 17.09 force majeure event. 7. If Airline uses or permits the use of its Leased Premises in the Terminal Building at any time for any purpose for which the use thereof at that time is not authorized by this Agreement, or by a subsequent written agreement between the parties, or permits the use thereof in violation of any law, rule, or regulation with which Airline has agreed in this Agreement to conform. Attachment number 1 \nPage 52 of 75 Item # 12 Augusta Regional Airport 49 Delta Air Lines Agreement 8. If Airline discontinues Air Transportation to the Airport as a consequence of Airline's filing of a bankruptcy petition, voluntary or involuntary, seeking a reorganization or readjustment of its indebtedness under the federal bankruptcy laws or under any other statute of the United States or any state thereof, or being adjudged bankrupt, Airline shall be deemed to have forfeited its leasehold space. 9. If Airline fails to operate at least weekly scheduled passenger service departures from the Airport, for a period of ninety (90) days or more (except when arising out of or related to a Section 17.09 force majeure event). 10. If Airline is in violation of any provision of this Agreement not cured within a sixty (60) day period as specified in the following paragraph. B. No termination declared by the Aviation Commission shall be effective unless and until at least sixty (60) days have elapsed after written notice to Airline specifying the date upon which such termination shall take effect and the cause for which it is being terminated. Notwithstanding such default, no termination shall occur if Airline cures the default within said sixty (60) day period; provided that if cure would reasonably required a longer time to cure, the Airline may take such additional time to cure, as agreed upon by the Parties, as long as Airline commences to cure within the original sixty (60) day period and diligently pursues a cure. Section 13.04 Possession by the Aviation Commission In any of the aforesaid events in this Article 13, the Aviation Commission may take possession of Airline's Leased Premises upon termination of this Agreement and remove Airline's effects without being deemed guilty of trespassing. On said default, after expiration of any applicable cure period, the Aviation Commission shall have and reserve all of its available remedies at law as a result of said breach of this Agreement. Failure of the Aviation Commission to declare this Agreement terminated on default of Airline for any of the reasons set forth herein shall not operate to bar, destroy, or waive the right of the Aviation Commission to cancel this Agreement by reason of any subsequent violation of the terms hereof. ARTICLE 14 - RIGHTS O TERMIATIO OR REASSIGMET Attachment number 1 \nPage 53 of 75 Item # 12 Augusta Regional Airport 50 Delta Air Lines Agreement Section 14.01 Fixed Improvements It is the intent of this Agreement that any leasehold improvements and any alterations thereto shall be and remain the property of the Aviation Commission during the entire term of this Agreement and thereafter. Section 14.02 Personal Property On termination of this Agreement, Airline shall remove all Personal Property and leasehold improvements from its Leased Premises within thirty (30) days after said termination and restore the Leased Premises to their original condition, ordinary wear and tear excepted. If Airline fails to remove said Personal Property or leasehold improvements, the Aviation Commission may thereafter remove said property at Airline's expense. ARTICLE 15 - ASSIGMET Section 15.01 Assignment Airline shall not assign or transfer this Agreement or any right or leasehold interests granted to it by this Agreement or otherwise transfer any interest in or to the Terminal Building without the prior written approval of the Executive Director. Such approval shall not be unreasonably withheld. The Aviation Commission expressly reserves the right to withhold approval of a proposed assignment of any ticket counter space, office area space, baggage makeup space, airline operations space, or hold room space with associated aircraft parking position(s) if any other such space is vacant and available for lease and/or use on a per-use basis. Section 15.02 Successors and Assigns Bound This Agreement shall be binding on and inure to the benefit of the successors and assigns of the parties hereto. ARTICLE 16 - GOVERMET ICLUSIO Section 16.01 Governmental Agreements This Agreement shall be subordinate to the provisions of any existing or future agreements between the Aviation Commission and the United States Government or other governmental authority, relative to the operation or maintenance of the Airport, the execution of which has been or will be Attachment number 1 \nPage 54 of 75 Item # 12 Augusta Regional Airport 51 Delta Air Lines Agreement required as a condition precedent to the granting of federal or other governmental funds for the development of the Airport, to the extent that the provisions of any such existing or future agreements are generally required by the United States or other governmental authority of other civil airports receiving such funds. The Aviation Commission agrees to provide Airline written advance notice of any provisions that would adversely modify the material terms of this Agreement. Section 16.02 Federal Government's Emergency Clause All provisions of this Agreement shall be subordinate to the rights of the United States of America to operate the Airport or any part thereof during time of war or national emergency. Such rights shall supersede any provisions of this Agreement inconsistent with the operations of the Airport by the United States of America. Section 16.03 Nondiscrimination A. Airline, for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby agree as a covenant running with the land that (1) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of Airline Leased Premises, (2) in the construction of any improvements on, over, or under Airline Leased Premises and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination, and (3) Airline shall use the Airline Leased Premises in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152 and Title VI of the Civil Rights Act of 1964 and 49 CFR, Subtitle A, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as such Title and Regulations may be amended. B. In the event of breach of any of the above nondiscrimination covenants that is not cured, the Aviation Commission shall have the right to terminate this Agreement after such action as the United States Government may direct to enforce this covenant has been followed and completed, including exercise or expiration of appeal rights. If said breach has been cured, Aviation Commission may not terminate Agreement. Attachment number 1 \nPage 55 of 75 Item # 12 Augusta Regional Airport 52 Delta Air Lines Agreement Section 16.04 Security Airline shall not bring into or operate any vehicle or motorized equipment within any air operations area, unless having first complied with all insurance provisions and requirements specified in this Agreement, as well as the Airport Vehicle Training Program and the Airport Tenant Security Program both of which as defined by the Aviation Commission and the TSA respectively. When operating within any air operations area, Airline shall cause its vehicles and equipment to move directly to and from the entrance gate or Airline Premises and the aircraft and shall not enter or move about any other non-movement area. Airline, its officers, employees, agents, and those under its control, shall comply with security measures required of Airline or the Aviation Commission by the FAA, TSA, U. S. Department of Transportation, or contained in any Airport master security plan approved by the TSA to include an Airport Tenant Security Program as outlined in 49 CFR Part 1542 respective to Airline's Exclusive Use Space. If Airline, its officers, employees, agents, or those under its control shall fail or refuse to comply with said measures and such noncompliance results in a monetary penalty being assessed against the Aviation Commission, then, in addition to the provisions of Section 12.03. Airline shall be responsible and shall reimburse the Aviation Commission in the full amount of any such monetary penalty or other damages, including attorney fees and other costs to defend the Aviation Commission against such claims. Airline shall be responsible for having employee background checks performed through the Aviation Security Clearing House for all of its employees at the Airport. If Airline asks the Aviation Commission to perform these background checks for its employees at the Airport, Airline shall reimburse the Aviation Commission its cost plus fifteen percent (15%) for administration. Section 16.05 Environmental A. General Conditions. Notwithstanding any other provisions in this Agreement, and in addition to any and all other requirements of this Agreement or any other covenants, representations, or warranties of Airline, Airline hereby expressly covenants, warrants, and represents to the Aviation Commission, in connection with Airline's operations at the Airport, the following: 1. Airline is knowledgeable of all applicable federal, State of Georgia, and local environmental laws, ordinances, rules, regulations, and orders that apply to Airline's operations at the Airport and acknowledges that such environmental laws, ordinances, rules, Attachment number 1 \nPage 56 of 75 Item # 12 Augusta Regional Airport 53 Delta Air Lines Agreement regulations, and orders change from time-to-time, and Airline agrees to keep informed of any such future changes. 2. Airline shall not cause or permit any Hazardous Materials hereinafter to be placed, stored, generated, used, released, or disposed of in, on, under, about, or transported from any Airport premises by Airline, its agents, employees, contractors, or other person except in compliance with applicable Environmental Laws (as hereinafter defined). Any cost of remediating liabilities legally imposed on the Airport by the EPA directly caused by Airline’s operations at the Airport will be Additional Rent under this Agreement. 3. Airline shall comply, and shall at all times ensure that all Airport premises occupied by it are kept in compliance, with all applicable federal, State of Georgia, and local laws, ordinances, regulations, guidelines, and orders relating to health, safety and protection of persons, the public, and/or the environment with respect to Hazardous Materials (collectively "Environmental Laws"). Airline shall furnish upon the reasonable request of the Executive Director, all non-privileged reports, assessments, or other documents satisfactory to the Aviation Commission showing that no Airport premises occupied by Airline are being used nor have been used by Airline for any activities involving, directly or indirectly, the use, generation, treatment, storage, or disposal of any Hazardous Materials in violation of applicable Environmental Laws. 4. Except for aboveground deicing fluid storage tanks, Airline shall not install or allow to be installed any aboveground or underground storage tanks on any Airport premises without the prior written consent of the Executive Director. For aboveground deicing fluid storage tanks, Airline must obtain the Executive Director’s written approval and obtain all necessary federal, State of Georgia, and local licenses and permits. Airline is responsible at its sole cost and expense for periodically having all of its storage tanks inspected and recertified if and to the extent required by applicable Environmental Laws. Copies of recertifications shall be provided to the Executive Director. 5. Except as provided herein, Airline shall keep Airline Leased Premises free of all environmental, health, or safety hazards and/or nuisances of any kind whatsoever. Prior to Airline's occupancy of any Airline Leased Premises, Airline and the Aviation Commission, Attachment number 1 \nPage 57 of 75 Item # 12 Augusta Regional Airport 54 Delta Air Lines Agreement or the Aviation Commission's designated agent, shall perform a visual inspection of the condition of premises to be occupied by Airline, and shall make written notation of any pre- existing conditions discovered; subsequently, Airline shall not be responsible to the Aviation Commission with respect to those or any other pre-existing conditions. 6. Airline shall notify the Aviation Commission promptly upon discovery of any Hazardous Material on, in, under, or emanating from Airport premises occupied by Airline, any release or threat of release of a Hazardous Material by Airline, illness caused by exposure thereto, as well as any actual or threatened, environmental, health, or safety liability, including, but not limited to, claims, lawsuits, notices of violation, complaints, and investigations. Airline shall immediately, and at its own expense, take all actions if and to the extent legally required to remediate, abate, and/or rectify any such conditions at or upon the Airport if caused by the Airline. If the Aviation Commission is required to remediate and/or abate any such conditions on or upon such premises, it may do so upon reasonable notice (under the circumstances) to Airline, and Airline shall pay all costs incurred by the Aviation Commission if caused by the Airline, with copies provided to Airline of any reports, analyses, notices, claims, complaints, demands, investigations, requests for information, and/or other documents, correspondence, or other written materials relating to the environmental condition on or of the Airport premises at issue and/or Hazardous Materials on, in, under, or emanating from those premises upon receipt, completion, or delivery of such materials. 7. Except as may otherwise be provided herein or as approved by the Executive Director, Airline will not make or allow to be made any change in usage, additions, or improvements in, on, or to any Airport premises that will result in the presence or release of Hazardous Materials on any Airport premises. 8. If Airline breaches the obligations stated in this section then, Airline shall indemnify, and hold the Aviation Commission harmless from any and all resulting claims, judgments, damages, penalties, fines, costs, liabilities, or losses, including, without limitation, damages for the loss or restriction on use of Airline Leased Space or of any amenity of the premises, natural resource damages, damages arising from any adverse impact on marketing of space, damage to other property, or the environment, and sums paid in settlement of claims, Attachment number 1 \nPage 58 of 75 Item # 12 Augusta Regional Airport 55 Delta Air Lines Agreement attorney's fees, consultant and expert fees except to the extent caused by the negligence or willful misconduct of the Aviation Commission. Without limiting the foregoing, if the presence of any Hazardous Material on such premises caused or permitted by Airline results in any contamination of the premises, other property, or the environment, Airline shall promptly notify the Aviation Commission. 9. Airline agrees to cooperate with any investigation, audit, or inquiry by the Aviation Commission or any governmental agency regarding possible violation by Airline of any Environmental Laws or regulation upon the Airport. 10. Airline agrees that all remedies of the Aviation Commission as provided herein with regard to violation of any Environmental Laws shall be deemed cumulative in nature and shall survive termination of this Agreement. 11. Airline agrees that any notice of violation, notice of noncompliance, or other enforcement action shall be provided to the Aviation Commission within five business days of receipt by Airline or Airline's agent. Any violation or noncompliance with Environmental Laws or ordinance shall be deemed a default under this Agreement. Such default may be cured within ten (10) days of receipt of notice of default from the Executive Director, or such longer period as may be required to effect a cure, provided Airline notifies the Executive Director of its intention to cure within said ten (10) days and thereafter diligently prosecutes the cure to completion. Any such default that is not cured shall be grounds for termination of this Agreement. 12. In entering into this Agreement, the Aviation Commission expressly relies on the covenants, representations, and warranties of Airline as stated herein. B. Stormwater. 1. Notwithstanding any other provisions or terms of this Agreement, Airline acknowledges that certain properties within the Airport, or on Airport land owned by Augusta-Richmond County, are subject to State and Federal stormwater rules and regulations. Airline agrees to observe and abide by such stormwater rules and regulations as may be applicable to the Aviation Commission's property and uses thereof. Attachment number 1 \nPage 59 of 75 Item # 12 Augusta Regional Airport 56 Delta Air Lines Agreement 2. The Aviation Commission and Airline both acknowledge that close cooperation is necessary to ensure compliance with any stormwater discharge permit terms and conditions, as well as to ensure safety and to minimize cost of compliance. Airline acknowledges further that it may be necessary to undertake such actions to minimize the exposure of stormwater to "significant materials" generated, stored, handled, or otherwise used by Airline, as such term may be defined by applicable stormwater rules and regulations, by implementing and maintaining "best management practices" as that term may be defined in applicable stormwater rules and regulations. 3. The Aviation Commission will provide Airline with written notice of any stormwater discharge permit requirements applicable to Airline and with which Airline will be obligated to comply from time-to-time, including, but not limited to: certification of non-stormwater discharges; collection of stormwater samples; preparation of stormwater pollution prevention or similar plans; implementation of best management practices; and maintenance of necessary records. Such written notice shall include applicable deadlines. Airline agrees that within ten (10) days of receipt of such written notice, it shall notify the Aviation Commission in writing if it disputes any of the stormwater permit requirements it is being directed to undertake. If Airline does not provide such timely notice, Airline will be deemed to assent to undertake such stormwater permit requirements. In that event, Airline agrees to undertake, at its sole expense, unless otherwise agreed to in writing between the Aviation Commission and Airline, those stormwater permit requirements for which it has received written notice from the Executive Director, and Airline agrees that it will hold harmless and indemnify the Aviation Commission for any violations or noncompliance with any such permit requirements. C. Solid and Hazardous Waste. 1. If Airline is deemed to be a generator of Hazardous Waste, as defined by Environmental Laws, Airline shall obtain a generator identification number from the U.S. Environmental Protection Agency and shall comply with all Environmental Laws, including but not limited to, ensuring that the transportation, storage, handling, and disposal of such Hazardous Wastes are conducted in full compliance with applicable law. Attachment number 1 \nPage 60 of 75 Item # 12 Augusta Regional Airport 57 Delta Air Lines Agreement 2. Airline agrees to provide the Aviation Commission, upon request, copies of all hazardous waste generator application documentation, monitoring reports, transportation, responses, storage and disposal plans, and material safety data sheets within ten (10) days of any such requests by the Aviation Commission. ARTICLE 17 - MISCELLAEOUS Section 17.01 Noninterference with Airport Operations Airline, by accepting this Agreement, expressly agrees for itself, its successors, and assigns that it will not make use of its Leased Premises in any manner that interferes with the landing and taking off of aircraft at the Airport or otherwise constitute a hazard. In the event the aforesaid covenant is breached, on reasonable notice to Airline and opportunity to cure, the Aviation Commission reserves the right to enter the Airline Leased Premises and cause the abatement of such interference at the expense of Airline. The Aviation Commission shall maintain and keep in repair the Airport landing areas, including taxiways, and shall have the right to direct and control all activities of Airline in this regard. Section 17.02 Headings of Articles and Sections The headings of the various articles and sections of this Agreement are merely for convenience of reference and do not limit the content of the articles and sections. Section 17.03 Governing Law This Agreement and all disputes arising hereunder shall be governed by the laws of the State of Georgia, with venue in Augusta-Richmond County, Georgia. Section 17.04 Quiet Enjoyment Airline shall, on payment of the Rentals and Fees as herein required, and subject to the performance and compliance by Airline of the covenants, conditions, and agreements on the part of Airline to be performed and complied with hereunder, peaceably have and enjoy the rights, uses, and privileges of the Airport, its appurtenances, and facilities as granted hereby and subject to the Rules and Regulations. Attachment number 1 \nPage 61 of 75 Item # 12 Augusta Regional Airport 58 Delta Air Lines Agreement Section 17.05 Incorporation of Exhibits All exhibits referred to in this Agreement are intended to be and hereby are specifically incorporated and made a part of this Agreement. Section 17.06 Incorporation of Required Provisions The parties incorporate herein by this reference all applicable provisions lawfully required to be contained herein by any governmental body or federal agency having the authority to regulate or control Airport operations or air traffic Section 17.07 Entire Agreement This Agreement, together with all exhibits attached hereto, constitutes the entire agreement between the parties hereto, and all other representations or statements heretofore made, verbal or written, are merged herein. This Agreement may be amended only in writing and executed by duly authorized representatives of the parties hereto. Section 17.08 Non-waiver of Rights No waiver by either party, at any time, of any of the terms, conditions, covenants, or agreements herein, or of any forfeiture, shall be deemed or taken as a waiver at any time thereafter of the same or any other term, condition, covenant, or agreement herein contained, nor of the strict and prompt performance thereof. No delay, failure, or omission of the Aviation Commission to re-enter the Terminal Building, and no subsequent acceptance by the Aviation Commission of rentals then or thereafter accrued, and no delay, failure, or omission of either party to exercise any right, power, privilege, or option arising from any default shall impair any such right, power, privilege, or options, or be construed to be a relinquishment thereof, or a waiver of such default or acquiescence therein, and no notice by either party shall be required to restore or revive any option, right, power, remedy, or privilege after waiver by such party of default in one or more instances. No option, right, power, remedy, or privilege of either party shall be construed as being exhausted or discharged by the exercise thereof in one or more instances. All rights provided by this Agreement shall be cumulative, and no one of them shall be exclusive of the other or exclusive of any other remedies provided by law, and the exercise of one right, power, option, or remedy by either party shall not impair its rights to exercise any other right, power, option, or remedy. Attachment number 1 \nPage 62 of 75 Item # 12 Augusta Regional Airport 59 Delta Air Lines Agreement Section 17.09 Force Majeure Neither the Aviation Commission nor Airline shall be deemed to be in breach of this Agreement by reason of failure to perform any of its obligations hereunder, during and to the extent that such failure is due to strikes, boycotts, labor disputes, embargoes, shortages of materials, acts of God, acts of a public enemy, acts of superior governmental authority, weather conditions, floods, riots, rebellion, sabotage, or any other circumstances for which it is not responsible, and which are not within its control. This provision shall not apply to failures by Airline to pay Rentals and Fees, or to make any other money payments required by this Agreement. This Section 17.09 shall not prevent either party from exercising its rights of termination specified under Articles 13 and 14. Section 17.10 General Interpretation Insofar as this Agreement grants, permits, or contemplates the use of space or facilities or the doing of any other act or thing at the Airport by Airline, such use or the doing of such act or thing by Airline is to be in connection with the operation of its Air Transportation business for the carriage by aircraft of persons, property, cargo, and mail on scheduled or nonscheduled flights, whether as a common carrier, a contract carrier, a private carrier, or otherwise. Each of the parties, however, has entered into this Agreement solely for its own benefit; and (without limiting the right of either party to maintain suits, actions, or other proceedings because of breaches of this Agreement) the Agreement does not grant to any third person (excepting a successor party to the Aviation Commission or Airline) a right to claim damages or bring any suit, action, or other proceeding against either the Aviation Commission or Airline because of any breach hereof. Section 17.11 Agreements between the Aviation Commission and Other Airlines The Aviation Commission agrees not to enter into any scheduled airline operating agreement and terminal building lease with any other airline conducting similar operations at the Airport after the date of this Agreement that contains more favorable Rentals and Fees and other terms and conditions than those provided in this Agreement. The above notwithstanding, the Aviation Commission reserves the right to offer incentives, in any form, including the abatement of rentals and fees for a period of time, to airlines offering new air services, subject to and in compliance with, all Federal Grant Assurances, the FAA’s Revenue Use Policy and applicable laws. Said incentives may provide an airline offering new air service more favorable terms, conditions, rentals, and fees for an initial period of time. Airline shall not be required to recompense the Aviation Commission for financial shortfalls, if any, caused by the offering of incentives. Attachment number 1 \nPage 63 of 75 Item # 12 Augusta Regional Airport 60 Delta Air Lines Agreement Section 17.12 Rights Non-Exclusive Notwithstanding anything herein contained that may be or appear to the contrary, the rights, privileges, and licenses granted under this Agreement, are "non-exclusive" and the Aviation Commission reserves the right to grant similar privileges to others, provided that, in doing so, the Aviation Commission does not interfere nor alter, or purport to alter, Airline's rights and privileges hereunder. Section 17.13 Capacity to Execute The individuals executing this Agreement personally warrant that they have full authority to execute this Agreement on behalf of the entity for whom they are acting herein. Section 17.14 Acknowledgment The parties hereto acknowledge that they have thoroughly read this Agreement, including any exhibits or attachments hereto and have sought and received whatever competent advice and counsel was necessary for them to form a full and complete understanding of all rights and obligations herein. The parties further acknowledge that this Agreement is the result of extensive negotiations between the parties and shall not be construed against the Aviation Commission by reason of the preparation of this Agreement by the Aviation Commission. Section 17.15 Severability In the event that any covenant, condition, or provision of this Agreement is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall not materially prejudice either the Aviation Commission or Airline in their respective rights and obligations contained in the valid covenants, conditions, or provisions of this Agreement. Section 17.16 Approvals Unless otherwise stated, whenever this Agreement calls for approval by the Aviation Commission, such approval shall be evidenced by the written approval of the Executive Director. Any approval required by either party to this Agreement shall not be unreasonably withheld, conditioned, or delayed. Attachment number 1 \nPage 64 of 75 Item # 12 Augusta Regional Airport 61 Delta Air Lines Agreement Section 17.17 Notices All notices, requests, consents, and approvals served or given under this Agreement shall be served or given in writing with proof of delivery. If intended for the Aviation Commission, notices shall be delivered to: Executive Director Augusta Regional Airport 1501 Aviation Way Augusta, Georgia 30906-9620 or to such other address as may be designated by the Executive Director by written notice to Airline. Notices to Airline shall be delivered to: US Mail: Vice President - Corporate Real Estate Delta Air Lines Department 877 P.O. Box 20706 Atlanta, GA 30320 Overnight Mail: Vice President - Corporate Real Estate Delta Air Lines Department 877 1030 Delta Boulevard Atlanta, GA 30354 or to such other address as may be designated by Airline by written notice to the Aviation Commission. Section 17.18 Agent for Service It is expressly understood and agreed that if Airline is not based in the State of Georgia, or is an association or partnership without a member or partner resident in said state, Airline shall appoint an agent, qualified to do business in the State of Georgia, for the purpose of service of process in any court action between it and the Aviation Commission arising out of or based upon this Agreement. Airline shall, within ten (10) days of execution of this Agreement, notify the Aviation Commission, in writing, of the name and address of said agent. Such service shall be made as provided by the laws of the State of Georgia for service upon a nonresident engaging in business in the State. It is further expressly agreed, covenanted, and stipulated that, if for any reason, such service of process is Attachment number 1 \nPage 65 of 75 Item # 12 Augusta Regional Airport 62 Delta Air Lines Agreement not possible, as an alternative method of service of process, Airline may be personally served out of the State of Georgia by the registered mailing of such service at the address set forth above. Section 17.19 Time Is of the Essence Time is of the essence in this Agreement. I WITESS WHEREOF , the parties hereto have caused these presents to be executed on the day and year first above written. ATTEST: AVIATION COMMISSION: By: Secretary Aviation Commission Chair ATTEST: Delta Air Lines, Inc.: By: Secretary Vice President ATTEST: AUGUSTA-RICHMOND COUNTY: By: Clerk Mayor Attachment number 1 \nPage 66 of 75 Item # 12 Augusta Regional Airport 63 Delta Air Lines Agreement EXHIBIT A AIRPORT LAYOUT PLA Attachment number 1 \nPage 67 of 75 Item # 12 Augusta Regional Airport 64 Delta Air Lines Agreement EXHIBIT B AIRPORT COST CETERS Attachment number 1 \nPage 68 of 75 Item # 12 Augusta Regional Airport 65 Delta Air Lines Agreement EXHIBIT C Page 1 0f 3 Attachment number 1 \nPage 69 of 75 Item # 12 Augusta Regional Airport 66 Delta Air Lines Agreement Page 2 of 3 Attachment number 1 \nPage 70 of 75 Item # 12 Augusta Regional Airport 67 Delta Air Lines Agreement EXHIBIT C Page 3 of 3 Attachment number 1 \nPage 71 of 75 Item # 12 Augusta Regional Airport 68 Delta Air Lines Agreement EXHIBIT D RATES FOR RETALS AD FEES CATEGORY UIT 2011 2012 I. Terminal Building Rental Rate Per Square Foot $30.47 $39.10 II. Apron Area Rental Rate Per Position $5,556 $6,706 III. Loading Bridge Rate Per Bridge $1,167 $1,500 IV. Landing Fee Rate Per MLW $ 1.41 $2.93 As set forth in Section 5 and Section 6: I. Terminal Building Rental Rate Direct and indirect Operation and Maintenance Expense +) Annual Debt Service and Coverage net of PFC Proceeds +) Debt Service Requirement per Bond Resolution +/-) Credit/Deficit from the previous Fiscal Year -) Competitive Credit -) Incentive Credit ÷) Square Footage occupied/used Attachment number 1 \nPage 72 of 75 Item # 12 Augusta Regional Airport 69 Delta Air Lines Agreement EXHIBIT E RESPOSIBILITIES OF AVIATIO COMMISSIO AD AIRLIE S FOR OPERATIO AD MAITEACE OF TERMIAL BUILDIG Airline’s Responsibility Unless otherwise provided, Airline shall at its sole cost and expense, maintain the non-public view portions of Airline’s leased areas and every part thereof in good appearance, repair, and safe condition including but not limited to: 1. Maintain all improvements in Airline’s leased areas, including furnishing, fixtures, and equipment whether installed by Airline or the Aviation Commission. 2. Maintain all interior walls, ceilings, doors, floor finishes and carpeting, all locks, interior lamping, building glass, all interior painting and finishes. 3. Maintain all plumbing systems and fixtures within Airline’s leased areas. 4. Provide all janitorial services to its non-public view leased areas. Aviation Commission’s Responsibilities Unless otherwise provided, Aviation Commission shall at its sole cost and expense, maintain the public view portions of Airline’s leased areas and the remainder of the Terminal and every part thereof in good appearance, repair, and safe condition including but not limited to: 1. Maintain the Terminal Building structural members, exterior structure and finish, and roof of the Terminal Building. 2. Maintain all pavements and subsurface drainage structures in the Assigned Areas. 3. Maintain the building heating, ventilation, air conditioning (HVAC) as well as the electrical systems and lighting fixtures in the Terminal (excluding the non-public view leased area of Airline). Relamping of the Terminal (Excluding airline non-public view space). 4. Provide janitorial services in the Terminal for Preferential, joint use, common and public space. 5. Maintain the landscaping and exterior areas of the landside of the Terminal. 6. Maintain baggage conveyor and baggage handling systems for both outbound and inbound bags. Attachment number 1 \nPage 73 of 75 Item # 12 Augusta Regional Airport 1 Delta Air Lines Agreement EXHIBIT E RESPOSIBILITIES OF THE AVIATIO COMMISSIO AD AIRLIES FOR OPERATIO & MAITEACE OF TERMIAL BUIL DIG SCHEDULED AIRLIE OPERATIG AGREEMET AD TERMIAL B UILDIG LEASE Exclusive Use Premises Joint Use Premises Preferential Use Premises Ticket Counters Offices & Operations Bag Make-up Baggage Claim Aircraft Aprons Hold- rooms Air Conditioning COMMISSION COMMISSION n/a COMMISSION n/a COMMISSION Heating COMMISSION COMMISSION COMMISSION COMMISSION n/a COMMISSION Lighting a. Bulb & Tube Replacement AIRLINE AIRLINE COMMISSION COMMISSION COMMISSION COMMISSION b. Maintenance AIRLINE AIRLINE COMMISSION COMMISSION COMMISSION COMMISSION Electrical Maintenance AIRLINE AIRLINE COMMISSION COMMISSION COMMISSION COMMISSION Water a. Distribution n/a COMMISSION COMMISSION n/a COMMISSION n/a b. Fixtures n/a COMMISSION COMMISSION n/a n/a n/a Sewage n/a a. Distribution n/a COMMISSION COMMISSION n/a n/a n/a b. Fixtures n/a COMMISSION COMMISSION n/a n/a n/a Maintenance a. Other than Structure AIRLINE AIRLINE AIRLINE COMMISSION COMMISSION COMMISSION b. Structure COMMISSION COMMISSION COMMISSION COMMISSION COMMISSION COMMISSION c. Exterior n/a COMMISSION COMMISSION COMMISSION COMMISSION n/a Custodial Service AIRLINE AIRLINE AIRLINE COMMISSION COMMISSION n/a Window Cleaning a. Exterior n/a n/a n/a COMMISSION n/a COMMISSION b. Interior n/a n/a n/a COMMISSION n/a COMMISSION Ramp - Concrete Repair n/a n/a n/a n/a COMMISSION n/a Snow Removal a. Larger ramp area n/a n/a n/a n/a n/a n/a b. Gate areas & walkway to aircraft n/a n/a n/a n/a n/a n/a At t a c h m e n t n u m b e r 1 \ n P a g e 7 4 o f 7 5 It e m # 1 2 Augusta Regional Airport 1 Delta Air Lines Agreement EXHIBIT F AUGUSTA REGIOAL AIRPORT MOTHLY ACTIVITY REPORT Augusta Regional Airport Monthly Statistical Information Due by the 10th of the Month Carrier:PSA Reporting Period: Landing Information Monthly Statistics Number Enplane Deplane Charter Flights Revenue Passengers 2,367 2,484 Diverted Flights Non Revenue Passengers 126 80 Scheduled Flights 65 Total Passengers 2,493 2,564 Canceled Flts Due to: ATC Seating Capacity 3,250 3,250 Crew (CW) Holiday Reduction (HR) Mail (Pounds) Maintenance (MT) Express (Pounds) Prescheduled XLN (PC) Freight (Pounds) 160 1,043 Weather (WX) Aircraft Damage Other-Apt Const/Rwy.Const Flights Operated 65 A B C D Type of Aircraft Gross Certified Number of Landing Fee Calculation at Total Landing Weight Landings $ .77 per 1000 pounds Charge 0.00 65 2,352.35 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 65 2,352.35 0-15 min 60 16-30 min 1 31-60 min 0 I hereby certify that this is a true and correct statement: 60 min+ 4 Station Managers Lost Bag Claims 0 Signature PAWOB 0 Date 8/8/08 114,000 B737-500 (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= 42,000 B767-800 MD 88 108,000 350,000 TOTAL NO. OF LANDINGS CRJ-400 CRJ-700 B737-400 EMB145 XRJ CRJ-900 B737-300 67,000 44,092 73,500 24,800 B737-800 EMB145 EMB145 -LR 42,549 41,226 15,906 34,500 110,000 146,300 144,000 July EMB145-ER 47,068 (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= AT7 47,000 EMB135 40,785 47,000 TOTAL CHARGES Landing Fees Gregory Campbell Departure Performance CRJ-200 EMB120 J-31 Dash 8 Dash 8-300 47,000 (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= Attachment number 1 \nPage 75 of 75 Item # 12 Commission Meeting Agenda 10/15/2013 2:00 PM Food Service Contract For the Nutrition Program Department:Recreation, Parks and Facilities Department Caption:Motion to approve the Food Service contract with G.A. Food Service, Inc. for the 2014 Nutrition Program. Background:G.A. Food Service, Inc. has been selected as the nutrition program food vendor through a competitive bid by the CSRA Regional Commission Area Agency on Aging for preparation and delivery of congregate and homebound meals at the Senior Nutrition sites for FY2014. Analysis:This contract is for the purpose of meals for consumption by eligible individuals under provisions of the Older Americans Act of 1965, as Amended (Title 11I C1 and C2 from G.A. Food Service, Inc. ) Financial Impact:The unit price for all meal types is $4.45/meal. Payment will be made from grant funds as allocated from Title III C1 and C2, NSI- Congregate, NSI - HD-State MOW and local matching funds. Alternatives:1. To approve Food Service Contract with G.A. Food Service, Inc. for the 2014 Senior Nutriton Program. 2. To Deny, which would result in the termination of the program. Recommendation:1. To approve Food Service Contract with G.A. Food Service, Inc. for the 2014 Senior Nutriton Program. Funds are Available in the Following Accounts: 202-05-4322 REVIEWED AND APPROVED BY: Finance. Cover Memo Item # 13 Law. Administrator. Clerk of Commission Cover Memo Item # 13 Attachment number 1 \nPage 1 of 18 Item # 13 Attachment number 1 \nPage 2 of 18 Item # 13 Attachment number 1 \nPage 3 of 18 Item # 13 Attachment number 1 \nPage 4 of 18 Item # 13 Attachment number 1 \nPage 5 of 18 Item # 13 Attachment number 1 \nPage 6 of 18 Item # 13 Attachment number 1 \nPage 7 of 18 Item # 13 Attachment number 1 \nPage 8 of 18 Item # 13 Attachment number 1 \nPage 9 of 18 Item # 13 Attachment number 1 \nPage 10 of 18 Item # 13 Attachment number 1 \nPage 11 of 18 Item # 13 Attachment number 1 \nPage 12 of 18 Item # 13 Attachment number 1 \nPage 13 of 18 Item # 13 Attachment number 1 \nPage 14 of 18 Item # 13 Attachment number 1 \nPage 15 of 18 Item # 13 Attachment number 1 \nPage 16 of 18 Item # 13 Attachment number 1 \nPage 17 of 18 Item # 13 Attachment number 1 \nPage 18 of 18 Item # 13 Commission Meeting Agenda 10/15/2013 2:00 PM MEMORANDUM OF UNDERSTANDING BETWEEN BURKE COUNTY AND AUGUSTA REGIONAL AIRPORT Department:Augusta Regional Airport Caption:Approve the Memorandum of Understanding (MOU) between Burke County and Augusta Regional Airport as approved by the Augusta Aviation Commission at their September 26, 2013 Meeting. Background:This MOU will provide each of the parties to enter into agreement for mutual assistance in fire protection and support during an airplane crash in order to increase fire defenses and to assure proper fire control, as well as both providing reserves needed to assure the airports of each county has adequate protection. Analysis:Neither party shall be liable for any acts or omissions of the others employees rendering assistance extraterritorially. This provision shall apply with equal effect to paid, volunteer, and auxiliary employees. Financial Impact:N/A Alternatives:Deny request. Recommendation:Approve request. Funds are Available in the Following Accounts: N/A REVIEWED AND APPROVED BY: Finance. Law. Administrator. Cover Memo Item # 14 Clerk of Commission Cover Memo Item # 14 [1] AUGUSTA AVIATION COMMISSION AND BURKE COUNTY EMERGENCY MANAGEMENT AGENCY MUTUAL AID AGREEMENT THIS MUTUAL AID AGREEMENT (Agreement), entered into this the __ day of ________ 20 , by and among the Augusta Aviation Commission for the Augusta Regional Airport and Burke County Emergency Management Agency whose authorized governmental heads have affixed their signatures hereto. In an effort to provide the best possible service to the citizens of Augusta Richmond County and Burke County, the Augusta Aviation Commission and the Burke County Emergency Management Agency agree to join together in an Agreement for mutual aid for their respective airports in accordance with the Georgia Mutual Aid Pact. WHEREAS, the purpose of this Agreement is to provide each of the parties hereto, through their mutual cooperation, a pre-determined plan by which each of them might render aid to the other in case of an airplane crash or conflagration at either airport, which may demand fire services to a degree beyond the existing capabilities of either party; WHEREAS, it is deemed to be in best interest of the public for the parties hereto to enter into an agreement for mutual assistance in fire protection and support during an airplane crash, in order to increase fire defenses and to assure proper fire control, as well as, providing reserves needed to assure the airports of each county has adequate protection; NOW, THEREFORE, in consideration of the mutual covenants contained herein by and between the parties hereto, it is hereby agreed as follows: 1. Should it become necessary to activate the terms of this Agreement as herein set forth, due to conflagration at either airport, or an airplane crash, the Chief of the Augusta Regional Airport's Fire Department or the Burke County Emergency Management Agency Director or either of one of their designees shall have the implicit authority, upon notification of one of the parties to the other that an emergency does, in fact, exist and that aid is needed. The requesting party shall advise the type of apparatus, equipment and / or resources needed, to include the amount and location the requesting party desires the equipment and / or resources be dispatched. 2. It shall be the responsibility of the Chief of the Augusta Regional Airport's Fire Department or the Burke County Emergency Management Agency Director to insure all personnel responding to the request for assistance are responsible persons and that the conduct and actions of said personnel shall be the responsibility of the party sending assistance. Such employees shall have the same powers, duties, rights, privileges, and immunities as if they were performing their duties in the political subdivision in which they are normally employed. 3. Each party to this Agreement shall assume all liability and responsibility for the death of or injury to any personnel of their own command responding to the request for mutual aid. 4. The party responding under the terms of this Agreement shall assume no responsibility or liability for property damaged or destroyed at the actual scene of any airplane crash or Attachment number 1 \nPage 1 of 4 Item # 14 [2] conflagration due to firefighting and rescue operations, fire control tactics and strategy or other operations as may be required or ordered. 5. The party responding to the request for mutual aid under the terms of this Agreement shall assume all liability and responsibility for damage to its own apparatus and/or equipment. The party responding shall also assume all liability and responsibility for any damage caused by its own apparatus while in route to or returning from a specific location. 6. The party who requests mutual aid shall in no way be deemed liable or responsible for the personal property of the members of the fire department of the responding party which may be lost, stolen or damaged while performing their duties under the response terms herein. The party responding which furnishes any equipment shall bear the loss or damage to such equipment and shall pay any expense incurred in the operation and maintenance thereof. 7. Each party to this Agreement shall assume all costs of salaries, wages, bonuses or other compensation for its own personnel that responds for duty under the terms of this Agreement; shall compensate its employees during the time of rendering of such aid; and shall defray the actual travel and maintenance expenses of such employees while they are rendering such aid. Such compensation shall include any amounts paid or due for compensation due to personal injury or death while such employees are engaged in rendering such aid. 8. Each party shall also assume all costs involving the use of apparatus, equipment, tools used specifically in response to the request for aid and shall make no charge for such use to the party requesting assistance; however, any special extinguishing agents used by the responding party from its own supply shall be paid for by the party requesting the aid upon receipt of an itemized statement of reasonable costs for such extinguishing agents. 9. Upon receipt of a request for assistance by the Chief or Director of the fire department from the requesting party, and upon a determination by the chief of the fire department of the responding party that the request may be honored without impairing the capacity to provide fire protection within its own jurisdiction, the Chief or Director of the fire department may take such steps as necessary to furnish apparatus, manpower and assistance to the requesting party as he deems appropriate. Such response shall remain solely the decision of the chief of the fire department of the responding party. 10. The chief of the fire department in whose community the emergency exists, and who places the request for assistance, shall in all instances be in command of the emergency as to the aspects of strategy, fire control tactics and over-all direction of the operations. All orders or directions regarding the operations of the responding party shall be relayed to the chief firefighting officer in command of the responding party. 11. Neither party to this Agreement shall be bound to dispatch apparatus, equipment or personnel to the assistance of the other but every effort should be made to furnish such assistance if, in the judgment of the Chief or Director of the fire department of either party, such dispatch would not impose upon his own respective community or airport a serious impairment to the fire defenses and fire protection. Attachment number 1 \nPage 2 of 4 Item # 14 [3] 12. When fire department personnel are sent to another county pursuant to this Agreement, the jurisdiction, authority, rights, privileges and immunities, including coverage under Workers' Compensation laws, which they have in the sending fire department shall be extended to and include the area in which like benefits and authorities are or could be afforded to fire department personnel of the requesting fire department and shall also be extended to the area located between their respective counties when said personnel are acting within the scope of the authority conferred by this Agreement and Georgia law. 13. All of the privileges and immunities from liability; exemption from laws, ordinances, and rules; and all pension, insurance, relief, disability, workers' compensation, salary, death, and other benefits which apply to the activity of such officers, agents, or employees of each party when performing their respective functions within the territorial limits of their respective county shall apply to such officers, agents, or employees to the same degree, manner, and extent while engaged in the performance of any of their functions and duties extraterritorially. Neither party shall be liable for any acts or omissions of the others employees rendering assistance extraterritorially. This provision shall apply with equal effect to paid, volunteer, and auxiliary employees. 14. There is to be no automatic response dispatch of any apparatus, equipment and / or other resources without receiving a specific request from the Chief or Director in whose jurisdiction the emergency exists. When a request is made from either party, the request will include what apparatus, equipment and / or other resources are being requested, how much and the location the requesting party is requesting the same be dispatched. 15. Breach of this Agreement by either party shall terminate the entire Agreement. This Agreement shall be in effect for a period of ______ years and will automatically be renewed for an additional period of __________ years, unless written notice requesting termination is received thirty (30) days prior to the date of renewal. Either party may terminate this Agreement upon 30 days written notice to the other. 16. Should the Governor of Georgia declare a "State of Emergency" for either jurisdiction during the emergency / disaster, the Georgia Statewide Mutual Aid Agreement takes precedence and supersedes this Agreement during the declared "State of Emergency". 17. This Agreement shall not create any rights for any non-signatory third party. Burke County Board of Commissioners Augusta Aviation Commission By: __________________________________ By: ______________________ (Burke County Commission Chairman) (Augusta Aviation Commission Chairman) Attest: Attest: (Burke County Administrator) (County Clerk) Attachment number 1 \nPage 3 of 4 Item # 14 [4] Burke County EMA Augusta Georgia By: _____________________________________ By: _______________________________ (Burke County EMA Director) (Mayor) Attest: Attest: (Title: ________________________ (Title: Attachment number 1 \nPage 4 of 4 Item # 14 Commission Meeting Agenda 10/15/2013 2:00 PM MOTION TO AUTHORIZE AN INCREASE IN THE GUARANTEED MAXIMUM PRICE (GMP) TO PROVIDE AND INSTALL TWO BI-DIRECTIONAL AMPLIFIER SYSTEMS AT THE WEBSTER DETENTION CENTER Department:Recreation, Parks and Facilities Caption:Motion to approve a component to the existing Purchase Order P202090 to provide and install two Bi-Directional Amplifier systems. These amplifiers will allow the radios that the Sheriff’s Office deputies use to be able to communicate outside of the buildings of the Administration Area and the Inmate Processing Center. Background:R.W. Allen, LLC was selected under RFQ 11-124 as the Webster Detention Center Phase II Construction Manager at Risk and was approved for this project by the Augusta Commission on October 4, 2011. A purchase order was issued to R.W. Allen, LLC on November 9, 2011, for the amount of their pre-construction services fee. Following this R. W. Allen submitted their Guaranteed Maximum Price (GMP) and this was approved by the Augusta Commission on September 18, 2012, and their initial purchase order was amended on October 17, 2012, to add this GMP. Analysis:The proposed monetary modification is requested by the Sheriff’s Office to provide and install two Bi-Directional Amplifier systems that will allow the radios that the Sheriff’s Office deputies use to be able to communicate outside of the building of the Administration Area and the Inmate Processing Center. The heavy duty construction of the jail’s exterior walls and roof prevent the radio signals from being able to penetrate out of the buildings and these two amplifier systems will overcome this problem. Financial Impact:Funds are available in the overall project budget. Total Add: $94,834.00 Alternatives:1. Approve the Purchase Order increase to allow RWA to issue subcontractors/purchase orders necessary provide and install two Bi-Directional Amplifier systems. 2. Disapprove the Purchase Order increase. Cover Memo Item # 15 Recommendation:Approve the amount of $94,834.00 for a revised GMP of $12,637,928.00 It is recommended that approval be given to this request from the Sheriff’s Office. Funds are Available in the Following Accounts: GL –328-03-1130; JL – 210356004 REVIEWED AND APPROVED BY: Finance. Procurement. Law. Administrator. Clerk of Commission Cover Memo Item # 15 Attachment number 1 \nPage 1 of 2 Item # 15 Attachment number 1 \nPage 2 of 2 Item # 15 Commission Meeting Agenda 10/15/2013 2:00 PM Update on Public Transit Department:Clerk of Commission Caption:Receive as information an update on public transit for ARC as relates to incorporation of new routes, impact of unionization, ridership concerns, and status of new transportation facility, to include contamination issues. (Requested by Commissioner Lockett) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 16 Commission Meeting Agenda 10/15/2013 2:00 PM USAirways Agreement Department:Augusta Regional Airport Caption:Approve the agreement with USAirways as approved by the Augusta Aviation Commission at their September 26, 2013 meeting. Background:The two incumbent airlines at AGS have been operating under a local ordinance since 2008. The preference is to have an actual operating agreement in place which defines the terms and usage of the Airport. To that end, Airport staff worked with the incumbent airlines to develop an operating agreement. After many months of negotiations, airport and airline staff have developed a mutually agreeable contract that has been approved by the Airport Attorney. Analysis:The agreement will protect the interests of the Airport and is mutually agreeable to both parties. The Airport Attorney has reviewed and approved the agreement. Financial Impact:$1,817,500 annually. Alternatives:Deny request. Recommendation:Approve request. Funds are Available in the Following Accounts: 551000000-3492201 (Landing fee) $823,771 551000000-3492205 (Apron fee) $160,946 551000000-3492206 (Loading bridge) $ 18,000 551000000-3492301 (space rental) $814,783 Total $1,817,500 REVIEWED AND APPROVED BY: Finance. Law. Administrator. Cover Memo Item # 17 Clerk of Commission Cover Memo Item # 17 AIRLINE OPERATING AGREEMENT AND TERMINAL BUILDING LEASE FOR THE AUGUSTA REGIONAL AIRPORT BETWEEN THE AUGUSTA REGIONAL AIRPORT AVIATION COMMISSION AUGUSTA, GEORGIA AND U.S. AIRWAYS, INC. Attachment number 1 \nPage 1 of 77 Item # 17 Augusta Regional Airport TOC-1 TABLE OF COTETS ARTICLE 1 - DEFIITIOS .................................................................................................................................... 2 SECTION 1.01 DEFINITIONS ................................................................................................................................. 2 SECTION 1.02 CROSS-REFERENCES ................................................................................................................... 11 SECTION 1.03 CONSTRUCTION OF CERTAIN WORDS .......................................................................................... 12 ARTICLE 2 - USE OF AIRPORT AD FACILITIES .......................................................................................... 12 SECTION 2.01 PERMITTED USES ........................................................................................................................ 12 SECTION 2.02 LIMITATIONS ON USE BY AIRLINE ............................................................................................... 15 ARTICLE 3 - LEASED PREMISES ....................................................................................................................... 16 SECTION 3.01 USE OF TERMINAL BUILDING ...................................................................................................... 16 ARTICLE 4 - TERM ................................................................................................................................................. 17 SECTION 4.01 TERM .......................................................................................................................................... 17 SECTION 4.02 HOLDING OVER ........................................................................................................................... 18 ARTICLE 5 – RETALS AD FEES ..................................................................................................................... 18 SECTION 5.01 AIRLINE PAYMENTS .................................................................................................................... 18 SECTION 5.02 TERMINAL BUILDING RENTALS .................................................................................................. 18 SECTION 5.03 LOADING BRIDGE USE FEE ......................................................................................................... 19 SECTION 5.04 AIRCRAFT PARKING POSITION RENTALS ..................................................................................... 19 SECTION 5.05 LANDING FEE .............................................................................................................................. 19 SECTION 5.06 TITLE 49 CFR PART 1542 ........................................................................................................... 20 SECTION 5.07 TIME AND PLACE OF PAYMENTS ................................................................................................. 20 SECTION 5.08 PASSENGER FACILITY CHARGE ................................................................................................... 21 SECTION 5.09 AIRLINE RECORDS ...................................................................................................................... 21 SECTION 5.10 INTEREST ON PAST DUE ACCOUNTS ............................................................................................ 21 SECTION 5.11 SECURITY .................................................................................................................................... 22 SECTION 5.12 NO FURTHER FEES AND CHARGES .............................................................................................. 23 ARTICLE 6 - RECALCULATIO OF RETALS AD FEES ........................................................................... 23 SECTION 6.01 EFFECTIVE DATE OF RECALCULATIONS ...................................................................................... 23 SECTION 6.02 RECORDS OF AIRPORT COST CENTERS ........................................................................................ 24 SECTION 6.03 AVIATION COMMISSION REPORTS ............................................................................................... 24 SECTION 6.04 CALCULATION OF TERMINAL BUILDING RENTAL RATES ............................................................ 25 SECTION 6.05 CALCULATION OF LOADING BRIDGE USE FEE............................................................................. 26 SECTION 6.06 CALCULATION OF AIRCRAFT PARKING POSITION FEE ................................................................. 27 ARTICLE 7 - SUBORDIATIO AD APPLICATIO OF REVEU ES ....................................................... 30 SECTION 7.01 SUBORDINATION TO BOND RESOLUTION .................................................................................... 30 ARTICLE 8 - CAPITAL IMPROVEMETS ........................................................................................................ 30 SECTION 8.01 NEED FOR ACQUISITION (S) CAPITAL EXPENDITURES ................................................................... 30 SECTION 8.02 IMPROVEMENTS SUBJECT TO SIGNATORY AIRLINE CONSIDERATION. ......................................... 31 SECTION 8.03 GRANTS ...................................................................................................................................... 32 ARTICLE 9 - OBLIGATIOS OF AIRLIE ........................................................................................................ 32 SECTION 9.01 MAINTENANCE AND REPAIR ....................................................................................................... 32 SECTION 9.02 OWNERSHIP OF IMPROVEMENTS .................................................................................................. 34 SECTION 9.03 LIENS .......................................................................................................................................... 35 SECTION 9.04 PAYMENT OF TAXES ................................................................................................................... 35 SECTION 9.05 VENDING MACHINES................................................................................................................... 35 Attachment number 1 \nPage 2 of 77 Item # 17 Augusta Regional Airport TOC-2 SECTION 9.06 EMPLOYEES OF AIRLINE.............................................................................................................. 35 SECTION 9.07 RULES AND REGULATIONS .......................................................................................................... 36 SECTION 9.08 REMOVAL OF DISABLED AIRCRAFT ............................................................................................ 37 ARTICLE 10 - OBLIGATIOS OF AVIATIO COMMISSIO ....................................................................... 37 SECTION 10.01 OPERATION AS A PUBLIC AIRPORT .............................................................................................. 37 SECTION 10.02 ACCESS TO TERMINAL BUILDING ................................................................................................ 37 SECTION 10.03 USE OF OTHER PUBLIC AREAS .................................................................................................... 38 SECTION 10.04 MAINTENANCE OF AIRPORT ........................................................................................................ 39 ARTICLE 11 - AVIATIO COMMISSIO'S RESERVATIOS ....................................................................... 39 SECTION 11.01 IMPROVEMENT, RELOCATION, OR REMOVAL OF STRUCTURES .................................................... 39 SECTION 11.02 RIGHT TO ENTER AND MAKE REPAIRS ........................................................................................ 39 SECTION 11.03 AIRPORT ACCESS LICENSE/PERMIT ............................................................................................. 40 SECTION 11.04 AIRLINE EMPLOYEE PARKING ..................................................................................................... 40 ARTICLE 12 - DAMAGE OR DESTRUCTIO, ISURACE, AD IDEMIFICATIO ........................ 41 SECTION 12.01 DAMAGE OR DESTRUCTION OF TERMINAL BUILDING ................................................................. 41 SECTION 12.02 INSURANCE ................................................................................................................................. 41 SECTION 12.03 INDEMNIFICATION ....................................................................................................................... 46 SECTION 12.04 RELATIONSHIPS ........................................................................................................................... 47 SECTION 12.05 NON-LIABILITY OF AGENTS AND EMPLOYEES ............................................................................. 47 ARTICLE 13 - TERMIATIO ............................................................................................................................. 47 SECTION 13.01 TERMINATION OF AGREEMENT BY AIRLINE ................................................................................ 47 SECTION 13.02 CONTINUING RESPONSIBILITIES OF AIRLINE ............................................................................... 48 SECTION 13.03 TERMINATION OF AGREEMENT BY THE AVIATION COMMISSION ................................................. 48 SECTION 13.04 POSSESSION BY THE AVIATION COMMISSION .............................................................................. 50 ARTICLE 14 - RIGHTS O TERMIATIO OR REASSIGMET .............................................................. 50 SECTION 14.01 FIXED IMPROVEMENTS ................................................................................................................ 50 SECTION 14.02 PERSONAL PROPERTY ................................................................................................................. 50 ARTICLE 15 - ASSIGMET ................................................................................................................................ 51 SECTION 15.01 ASSIGNMENT ............................................................................................................................... 51 SECTION 15.02 SUCCESSORS AND ASSIGNS BOUND ............................................................................................ 51 ARTICLE 16 - GOVERMET ICLUSIO ...................................................................................................... 51 SECTION 16.01 GOVERNMENTAL AGREEMENTS .................................................................................................. 51 SECTION 16.02 FEDERAL GOVERNMENT'S EMERGENCY CLAUSE ........................................................................ 51 SECTION 16.03 NONDISCRIMINATION .................................................................................................................. 52 SECTION 16.04 SECURITY .................................................................................................................................... 52 SECTION 16.05 ENVIRONMENTAL ........................................................................................................................ 53 ARTICLE 17 - MISCELLAEOUS ........................................................................................................................ 57 SECTION 17.01 NONINTERFERENCE WITH AIRPORT OPERATIONS ........................................................................ 57 SECTION 17.02 HEADINGS OF ARTICLES AND SECTIONS ..................................................................................... 58 SECTION 17.03 GOVERNING LAW ........................................................................................................................ 58 SECTION 17.04 QUIET ENJOYMENT ..................................................................................................................... 58 SECTION 17.05 INCORPORATION OF EXHIBITS ..................................................................................................... 58 SECTION 17.06 INCORPORATION OF REQUIRED PROVISIONS ............................................................................... 58 SECTION 17.07 ENTIRE AGREEMENT ................................................................................................................... 58 SECTION 17.08 NON-WAIVER OF RIGHTS............................................................................................................. 59 SECTION 17.09 FORCE MAJEURE ......................................................................................................................... 59 SECTION 17.10 GENERAL INTERPRETATION ........................................................................................................ 59 Attachment number 1 \nPage 3 of 77 Item # 17 Augusta Regional Airport TOC-3 SECTION 17.11 AGREEMENTS BETWEEN THE AVIATION COMMISSION AND OTHER AIRLINES ................... ERROR! BOOKMARK OT DEFIED . SECTION 17.12 RIGHTS NON-EXCLUSIVE ............................................................................................................ 60 SECTION 17.13 CAPACITY TO EXECUTE .............................................................................................................. 60 SECTION 17.14 ACKNOWLEDGMENT ................................................................................................................... 60 SECTION 17.15 SEVERABILITY ............................................................................................................................ 61 SECTION 17.16 APPROVALS................................................................................................................................. 61 SECTION 17.17 NOTICES ...................................................................................................................................... 61 SECTION 17.18 AGENT FOR SERVICE ................................................................................................................... 62 SECTION 17.19 TIME IS OF THE ESSENCE ............................................................................................................. 62 LIST OF EXHIBITS Exhibit A – Airport Boundaries Exhibit B – Airport Cost Centers Exhibit C – Terminal Building Drawings and Leasehold Square Footages Exhibit D – Rentals and Fees Exhibit E – Responsibilities of Commission and Airline for Operation and Maintenance of Terminal Building Exhibit F – Augusta Regional Airport Monthly Activity Report Attachment number 1 \nPage 4 of 77 Item # 17 Augusta Regional Airport 1 US Airways Group, Inc. Agreement AIRLIE OPERATIG AGREEMET AD TERMIAL BUILDIG LEASE AUGUSTA REGIOAL AIRPORT This AIRLIE OPERATIG AGREEMET AD TERMIAL BUILDIG L EASE, hereinafter referred to as the "Agreement," made and entered into this ______ day of ___________________, 2012, by and between Augusta, Georgia, a political subdivision of the State of Georgia, by and through the Augusta Aviation Commission, hereinafter referred to as the “Aviation Commission” and US Airways, Inc., a corporation organized and existing under the laws of the State of Delaware and authorized to do business in the State of Georgia, hereinafter referred to as "Airline". W I T E S S E T H WHEREAS, the Aviation Commission is operator of the Augusta Regional Airport (Airport) located in Augusta, Georgia and has the right to lease portions of such Airport and to grant operating privileges thereon subject to the terms and conditions hereinafter set forth; and WHEREAS, Airline is a corporation primarily engaged in the business of providing Air Transportation with respect to persons, cargo, and mail; and WHEREAS, both the Aviation Commission and Airline desire to enter into this Agreement to set forth the rights, privileges, and obligations of both parties and to facilitate the development, promotion, and improvement of air commerce; and WHEREAS, the Aviation Commission has the power and authority to enter into this Agreement; OW, THEREFORE , in consideration of the mutual covenants and considerations herein contained, the Aviation Commission and Airline agree as follows. Attachment number 1 \nPage 5 of 77 Item # 17 Augusta Regional Airport 2 US Airways Group, Inc. Agreement ARTICLE 1 - DEFIITIOS Section 1.01 Definitions The words and phrases cited in this Section 1.01 shall have the following meanings when used elsewhere in this Agreement. “Affiliate” shall mean any air transportation company that is (i) a parent or subsidiary of Airline, or (ii) shares an International Air Transport Association (IATA) flight designator code with Airline at the Airport (Code-Sharing Partner), or (iii) otherwise operates under essentially the same trade name as Airline at the Airport and uses essentially the same livery as Airline; provided that no major airline, as such term is defined by the FAA, shall be classified as an Affiliate of another major airline, unless either clause (i) or (iii) above defines the relationship between such airlines at the Airport. Airline shall designate its Affiliate(s) in writing and shall serve as financial guarantor for all rentals and landing fees incurred by any such Affiliate at the Airport while operating as Airline’s designated Affiliate hereunder. Airline may at any time give Airport thirty (30) days prior written notice that such an air transportation company otherwise meeting the definition of an “Affiliate” hereunder shall no longer be considered an Affiliate of Airline for purposes of this Agreement, and any guaranty by Airline of Affiliate’s rentals or landing fees shall terminate and be ineffective as to any amounts incurred by such air transportation company after the effective date of termination of “Affiliate” status. During such period of time that an air transportation company is an Affiliate of Airline in accordance with the terms hereof, such Affiliate (1) shall have the same rights to use Airline’s leased premises and the Airport as Airline; (2) shall be charged at the same landing fee rates as Airline without payment of any non-signatory premiums; (3) shall participate in any year-end or other reconciliation process whereby signatory airlines share in excess revenues or true-up of projected against actual costs; and (4) shall not be counted as a separate air transportation company from Airline for purposes of allocating the per capita portion of any cost allocation formula, but such Affiliate’s passengers shall be counted as Enplaned Passengers of Airline for purposes of any enplanement-based portion of such formula. An Affiliate shall enter into a separate operating agreement with the Airport. “Air Operations Area (AOA)” shall mean that portion of the Airport, specified in its Security Program, in which security measures specified in 49 CFR Part 1500 are conducted. This area includes aircraft movement areas being used for landing, takeoff, or surface maneuvering of aircraft Attachment number 1 \nPage 6 of 77 Item # 17 Augusta Regional Airport 3 US Airways Group, Inc. Agreement and such paved areas or unpaved areas that are used or intended to be used for the unobstructed movement of aircraft in addition to its associated runway, taxiways, or apron, aircraft parking areas, loading ramps; and safety areas for use by aircraft regulated under 49 CFR Parts 1544 or 1546, and any adjacent areas. “Air Transportation” shall mean the carriage of persons, property, cargo, and mail by aircraft and all other activities reasonably related thereto. “Aircraft Arrival” shall mean the arrival of all non-governmental aircraft (including, without limitation, scheduled and nonscheduled flights, training and maintenance flights, or aircraft diversions) at the Airport. “Aircraft Gates” shall mean those portions of the Airport’s Apron Area designated by the Aviation Commission from time to time for aircraft parking at the Terminal Building in order to enplane and deplane passengers. “Aircraft Operator” shall mean any entity operating aircraft into and out of the Airport under Part 121 or Part 135 of the FARs, or the practical equivalent of said Parts and using the Terminal Building. “Aircraft Parking Apron” means that portion of the Airfield located adjacent to the Terminal Building and depicted on Exhibit “-B” hereof where Aircraft Operators park aircraft. “Aircraft Parking Position(s)” shall mean the locations(s) on the Aircraft Parking Apron where aircraft are parked for the purpose of enplaning and deplaning passengers at the Terminal Building. “Airfield” shall mean those portions of the Airport which provide for the landing, takeoff, taxiing, movement, or staging of aircraft including navigational aids, hazard designation and warning devices, airfield security roads, fencing, lighting, runway protection zones, aviation easements and interests in property utilized in connection therewith. “Airline”, as used in this Agreement, shall mean the entity that has executed this Agreement and is identified in the first paragraph of this Agreement. Attachment number 1 \nPage 7 of 77 Item # 17 Augusta Regional Airport 4 US Airways Group, Inc. Agreement “Airline Leased Premises” shall mean the following: “Exclusive Use Space” shall mean only those premises in the Terminal Building that are leased by the Aviation Commission to Airline for its exclusive use. Exclusive Use Space is primarily used for ticket counter, office area, and baggage makeup functions. “Joint Use Space” shall mean those premises that are used by airlines, including Airline, for their joint use (principally, the Terminal Building, hold room areas, break room, baggage claim and baggage breakdown areas). “Preferential Use Space” shall mean the premises from time to time provided by the Aviation Commission to an Airline for its preferential and nonexclusive use and shall include passenger holdrooms, Aircraft Parking positions, and Loading Bridges. “Airport” shall mean the Augusta Regional Airport at Bush Field, as shown in Exhibit A, as it now exists or as it may change from time to time. “Airport Cost Centers” shall mean the following cost centers as more fully shown in Exhibit B, as the same may change from time to time. Such cost centers shall be used for purposes of accounting for Airport Revenue and Expense and for calculating and adjusting certain rentals and fees set forth in this Agreement. “Airport Expense” shall mean all costs and expenses incidental to, necessary for, or arising out of the operation of the Airport, including but not limited to direct and allocated indirect Operation and Maintenance Expenses; Annual Debt Service; other indebtedness; Coverage; required reserve account funding and replenishment; and the cost of defending, settling, or satisfying any litigation or threatened litigation that relates to the Airport, or any aspect thereof. "Airport Revenue” shall mean all revenues, rentals, charges, Airline landing fees, user charges, and concession revenues received by or on behalf of the Aviation Commission in connection with the operation of the Airport or any part thereof, excluding all gifts, grants, reimbursements, restricted funds (including Passenger Facility Charge proceeds or payments received from governmental units, or public agencies, or any other source). Airport Revenue shall not include any revenue or income Attachment number 1 \nPage 8 of 77 Item # 17 Augusta Regional Airport 5 US Airways Group, Inc. Agreement from (1) any Special Purpose Facility to the extent such revenue or income is either (a) pledged to pay principal, interest, or other charges for bonds or other obligations issued in anticipation thereof; or (b) for use by the Aviation Commission to reimburse costs incurred by it in the construction or provision of Special Purpose Facilities, or (2) any income earned on the investment of restricted funds. However, ground rentals for Special Purpose Facilities shall be considered Airport Revenue. “Airport Revenue Fund” shall mean the fund established under this Agreement for the purpose and use more particularly described in Section 7 herein. “Annual Budget” shall mean the Airport capital and operating budget prepared by the Executive Director and adopted by the Aviation Commission each Fiscal Year. “Annual Debt Service” shall mean with respect to any series of Bonds the sum of Debt Service Requirement for each year in which such Bonds will be Outstanding. “Apron Area” shall mean the paved aircraft ramp area adjacent to the Terminal Building that provides for the parking, loading, unloading, and servicing of aircraft. “Aviation Services” shall mean the aircraft fueling activities and facilities and equipment dedicated to accommodating general aviation activity (i.e., public hangars, general aviation tie-downs, general aviation apron, and general aviation terminal) together with the facilities and equipment dedicated to aircraft fueling activities. “Bonds” shall mean any revenue bonds authorized by and authenticated and delivered pursuant to the Bond Resolution, including the Series 2005 Bonds and any additional Bonds. “Bond Resolution” shall mean the Master Bond Resolution for Bond 2005 A (Non-AMT), Series 2005 B (AMT), Airport General Revenue Bonds C (AMT) dated February 17, 2005, as it may from time to time be modified, supplemented, or amended by Supplemental Resolutions. “Capital Improvement” shall mean any single item having a cost or estimated to have a total cost in excess of Fifty Thousand Dollars ($50,000) and a useful life in excess of three (3) years, acquired, purchased, or constructed to improve, maintain, or develop the Airport. Said term shall include any Attachment number 1 \nPage 9 of 77 Item # 17 Augusta Regional Airport 6 US Airways Group, Inc. Agreement expense for development studies, analyses, master planning efforts (including periodic reviews thereof), and economic or operational studies conducted on behalf of the Airport. “Certified Maximum Gross Landing Weight or CMGLW” shall mean the maximum weight, in thousand (1,000) pounds units, that each aircraft operated by an Airline is authorized by the Federal Aviation Administration to land at the Airport. “Common Use Formula” shall mean the formula used to allocate the Common Use Requirement for a given Fiscal Year among the Aircraft Operators such that 100% of such Common Use Requirement is allocated among all Aircraft Operators in the proportion that each Aircraft Operator’s Enplaned Passengers at the Airport during the previous month bears to the Enplaned Passengers of all Aircraft Operators at the Airport during such month. “Common Use Premises” shall mean the lobby area, baggage claim area, security check point area and any other areas in the Terminal Building used in common by Aircraft Operators together with all facilities, improvements and equipment which have been or may hereafter be provided for use in connection with such premises. The Common Use Premises in the Terminal Building are described in Exhibit “C”. “Common Use Requirement” shall mean the rentals and fees necessary to support the annual operations and maintenance of Terminal Building and any other areas commonly used by Aircraft Operators. “Competitive Credit” shall mean an amount provided, at discretion of Airport Executive Director, to the Airlines in form of a credit which is used to determine annual rate charges. “Contract Security” shall mean a contract bond, irrevocable letter of credit or other security acceptable to Augusta in an amount equal to three (3) months’ rentals and landing fees payable by an Aircraft Operator under Section 1-3-8.4 of Augusta Ordinance. “Coverage” shall mean for any series of Bonds, the percentage of Annual Debt Service that the Aviation Commission covenants to generate from net revenues, over and above the Annual Debt Service for such series of Bonds, pursuant to the Bond resolution. Said term shall also mean the Attachment number 1 \nPage 10 of 77 Item # 17 Augusta Regional Airport 7 US Airways Group, Inc. Agreement dollar amount computed by multiplying said percentage by the Annual Debt Service for such series of Bonds. “Debt Service Requirement” shall mean the total principal and interest coming, due, whether at maturity or upon mandatory redemption, in any specified periods, and with respect to Balloon Bonds, the amount required, if any, to be deposited to the Balloon Bonds Reserve Account and the PFC Balloon Bonds Reserve Account, provided that with respect to any Bonds secured by a Credit Facility, the Debt Service Requirement therefore shall include (1) any commission or commitment fee obligations with respect to such Credit Facility and (2) the outstanding amount of any Reimbursement Obligation and interest. “Deplaned Passengers” shall mean all passengers deplaned by an Aircraft Operator on aircraft operated at the Airport. “Enplaned Passengers” shall mean all passengers enplaned by an Aircraft Operator on aircraft operated at the Airport. Without limiting the generality of the foregoing, Enplaned Passengers shall also include persons for whom the Aircraft Operator has provided the particular air transportation on a substantially complimentary basis such as employees of an airline, family members of such employees, persons traveling on "buddy passes," employees of other airlines, and those passengers redeeming "frequent flyer" awards and travel vouchers. “Exclusive Use Premises” shall mean those premises which have been leased exclusively to an Aircraft Operator. The Exclusive Use Premises in the Terminal Building are described on Exhibit “C”. “Executive Director” shall mean the person designated by the Aviation Commission to exercise functions with respect to the rights and obligations of the Aviation Commission under this Agreement. Said term shall also include any person expressly designated by the Aviation Commission to exercise functions with respect to the rights and obligations of the Airport under this Agreement. “FAA” shall mean the Federal Aviation Administration of the U.S. Government or any federal agencies succeeding to its jurisdiction. Attachment number 1 \nPage 11 of 77 Item # 17 Augusta Regional Airport 8 US Airways Group, Inc. Agreement “Fiscal Year” shall mean the twelve (12) month period beginning January 1 of any year and ending following December 31 of that year or any other period specified by federal or State law. “Gates” shall mean Aircraft Parking Positions at the Terminal Building together with hold room areas and loading bridges and shall include preferential use of the podium and associated facilities for the Gate. “Hazardous Material” shall mean and include those elements or compounds which are contained in the list of hazardous substances adopted by the United States Environmental Protection Agency (EPA) and the list of toxic pollutants designated by Congress or the EPA or defined by any other federal, state or local statute, law, ordinance, code, rule, regulations, order or decree regulating, relating to, or imposing liability or standards of conduct concerning, any hazardous, toxic or dangerous waste, substance or material as now or at any time hereunder in effect. “Joint Use Formula” shall mean the formula used to prorate the rental or cost of space among those airlines using or having the right to use such space on the basis of the proportion of each Airline's Enplaned Passengers to the total number of Enplaned Passengers of all such Airlines using said space at the Airport. In the application of the Joint Use Formula, Airline’s Affiliates Enplaned Passengers will be counted as Enplaned Passengers of Airline. “Landing Fee(s)” shall mean the payment required of each Airline each month, for the use of the Airfield determine based on the Landing Fee rate. “Landing Fee Rate” shall mean the rate multiplied by each 1,000 pounds of CMGLW or fraction thereof to calculate Landing Fees. “Loading Bridges” shall mean the loading bridges owned and maintained by Aviation Commission serving aircraft parked at the Aircraft Parking Positions at the Terminal Building or as they may be modified, changed, or relocated from time to time. “Majority in Interest of Airlines” or “"MII” shall mean, in the Airfield Area, at least fifty one percent (51%) of the Signatory Airlines, which, together, have landed at least 51% of the total Attachment number 1 \nPage 12 of 77 Item # 17 Augusta Regional Airport 9 US Airways Group, Inc. Agreement Maximum Gross Certificated Landing Weight by all Signatory Airlines at the Airport during the most recent six (6) month period. In the Terminal Building, MII shall mean at least 51% of the Signatory Airlines, which, together, have paid 51% of the total terminal rentals paid by all Signatory Airlines at the Airport during the most recent six (6) month period. Solely for determining MII, no Air Transportation company shall be deemed to be a Signatory Airline so long as any event of default with respect to such Air Transportation company has occurred and is continuing or such Air Transportation company operates less than one (1) average daily flight. MII shall only apply to the Airfield Area and Terminal Building and only as it relates to the placement of new debt for purposes of Capital Improvements, refinancing or acquisition for those capital improvements requiring MII consideration. For purposes of MII votes, Signatory Airlines that have executed Scheduled Airline Operating Agreement and Terminal Building Leases substantially the same as this Agreement will be the only airlines permitted to vote. “on-Movement Area” shall mean those areas such as taxiways, aprons, and other areas not under the control of the air traffic control tower. “Operation and Maintenance Expenses” shall mean the Aviation Commission's current annual expenses of maintaining, operating, repairing, and administering the Airport, including taxes and assessments, if any, as set forth in the current Annual Budget of the Aviation Commission. “Other Buildings and Areas” shall mean those portions of the Airport not included in the preceding Airport Cost Centers, including the facilities, installations, and improvements thereon. “Other Indebtedness” shall mean any subordinate security or debt incurred by the Aviation Commission for Airport purposes that is outstanding and not authenticated and delivered under and pursuant to a Bond Resolution. “Personal Property” shall mean the trade fixtures, equipment, conveyors, inventory, furniture, or supplies owned or leased by Airline (from a party other than the Aviation Commission) and installed or used at the Airport in the conduct of Airline's Air Transportation business that are removable from Airline's Leased Premises without substantial or permanent injury or damage to Airline’s Leased Premises. Attachment number 1 \nPage 13 of 77 Item # 17 Augusta Regional Airport 10 US Airways Group, Inc. Agreement “Premises” shall mean the Exclusive Use, Preferential Use, and Common Use Premises leased to a specific Aircraft Operator. “Public Areas” shall mean those areas of the Terminal Building not leased to any person, company, or corporation that are open to the general public. “Rental Rate” shall mean the annual charge per square foot for the space leased to the Aircraft Operators. “Rentable Space” shall mean the airline, concession, Transportation Security Administration (TSA) passenger processing, TSA office and vacant spaces, administrative square footage in the Terminal Building. “Rules and Regulations” shall mean those Rules, Regulations, and ordinances promulgated by the Aviation Commission or operating directives issued by the Executive Director, as the same may be amended, modified, or supplemented from time to time to the extent that such rules, regulations, and ordinances are not in conflict with the purposes or terms of this Agreement. “Signatory Airline” shall mean an airline that is a party to an Airline Operating Agreement and Terminal Building Lease with Augusta Aviation Commission. “Special Purpose Facility” shall mean any specific improvement undertaken by the Aviation Commission for the benefit of one or more airlines or other Airport tenants under the terms of a separate agreement that provides for, among other things (1) the payment of rentals or fees for the use or occupancy thereof in sufficient amounts to permit the financing of such improvement and payment of all costs thereof solely from such rentals or fees, and (2) the payments of the operation and maintenance cost of such improvement by the tenant or tenants thereof. “Sponsor Grant Assurances” shall mean those terms and conditions contained in FAA Airport Improvement Program Grants to which the Airport agrees to as part of the warranties, assurances, covenants and other obligations contained in the grant. Attachment number 1 \nPage 14 of 77 Item # 17 Augusta Regional Airport 11 US Airways Group, Inc. Agreement “Terminal Area” shall mean the access roads and parking areas serving the Terminal Building. “Terminal Building” shall mean the Airport’s passenger terminal building serving the traveling public. “Terminal Rental” shall mean the aggregate of monthly payments required of a specific Aircraft Operator in each Fiscal Year for the license granted such Operator to occupy specific Premises in the Terminal Building. “Terminal Building Requirement” shall mean the sum of Operation and Maintenance Expenses, Operating and Maintenance Reserve, Net PFC Debt Service Requirement, and Debt Service Requirement. “Total Landed Weight” shall mean the sum of the Maximum Gross Certificated Landing Weight for all of Airline's Aircraft Arrivals over a stated period of time. Said sum shall be rounded up to the nearest one thousand (1,000) pound unit for all landing fee computations. “TSA” shall mean the Office of Homeland Security and Transportation Security Administration, or their authorized successor(s). Section 1.02 Cross-References All references in the text of this Agreement to articles, sections, and exhibits pertain to articles, sections and exhibits in this Agreement, unless otherwise specified. Attachment number 1 \nPage 15 of 77 Item # 17 Augusta Regional Airport 12 US Airways Group, Inc. Agreement Section 1.03 Construction of Certain Words Words used in this Agreement may be construed as follows: “umber” - Words used in the singular include the plural, and words used in the plural include the singular. “Tense” - Words used in the present tense include the future. ARTICLE 2 - USE OF AIRPORT AD FACILITIES Section 2.01 Permitted Uses A. Subject to the terms and provisions hereof and the Rules and Regulations, Airline shall be entitled to the use, in common with others, the Airport, as shown on Exhibit A, and its appurtenances (together with all facilities, equipment, improvements, and services that have been or may hereafter be provided at or in connection with the Airport for common use) for the sole purpose of its conduct of Air Transportation. Said use, without limiting the generality hereof, shall include: 1. The operation of an Air Transportation business for the carriage by aircraft of persons, property, cargo, and mail, including all reasonably related activities. 2. The landing, taking off, flying over, taxiing, towing, and conditioning of Airline's aircraft and, in areas designated by the Executive Director, the extended parking, servicing, deicing, loading or unloading, storage, or maintenance of Airline's aircraft and support equipment, subject to restrictions hereinafter described and to the availability of space, and subject to such reasonable charges and regulations as the Aviation Commission may establish; provided, however, that Airline shall not permit the use of the Airfield Area by any aircraft operated or controlled by Airline that exceeds the design strength or capability of the Airfield Area as described in the then-current FAA-approved Airport Layout Plan (ALP) for the Airport or other engineering evaluations performed subsequent to the then-current ALP, including the then-current Airport Certification Manual. Attachment number 1 \nPage 16 of 77 Item # 17 Augusta Regional Airport 13 US Airways Group, Inc. Agreement 3. The loading and unloading of persons, property, cargo, parcels and mail by motor vehicles or other means of conveyance reasonably approved by the Executive Director at the Apron Area or such other locations as may be designated by the Executive Director. 4. The sale of Air Transportation tickets and services, the processing of passengers and their baggage for air travel, the sale, handling, and providing of mail, freight, and express services, and reasonable and customary airline activities. 5. The training of personnel in the employ of Airline and the testing of aircraft and other equipment being used at the Airport in the operation of Airline's Air Transportation business; provided, however, that said training and testing shall be directly related, but incidental to the use of the Airport in the operation by Airline of its Air Transportation business and shall not unreasonably hamper or interfere with the use of the Airport and its facilities by others entitled to the use of same. The Aviation Commission reserves the right to restrict or prohibit such training and testing operations that it deems to interfere with use of the Airport, including excessive noise as reasonably determined by the Aviation Commission. 6. The sale, lease, transfer, disposal, or exchange of Airline's engines, accessories, and other equipment or supplies; provided that such right shall not be construed to (a) permit Airline to accumulate or store used equipment at the Airport, or (b) authorize the conduct of a separate commercial business by Airline, but shall permit Airline to perform such functions only as an incident to its conduct of its Air Transportation business at the Airport. 7. The installation and operation (at Airline's sole expense) of identifying signs locating Airline's facilities. Such signs shall be consistent with the Aviation Commission's graphic and sign standards, subject to the prior written approval of the Executive Director, not to be unreasonably withheld, and in compliance with all local laws and ordinances. 8. The installation, operation, and maintenance, at no cost to the Aviation Commission, of such radio communication, company telephone system, computer, meteorological and aerial navigation equipment, and facilities in Airline's Exclusive Use Space and Preferential Use Space as may be necessary or convenient for the operation of its Air Transportation business; provided, however, that, except for equipment and facilities already in place, such installations shall be subject to the prior written approval of the Executive Director, not to be Attachment number 1 \nPage 17 of 77 Item # 17 Augusta Regional Airport 14 US Airways Group, Inc. Agreement unreasonably withheld. Prior to any written approval, Airline shall provide the Executive Director with all necessary supporting documentation related to such installations. 9. The customary servicing and line maintenance of Airline's aircraft at assigned aircraft parking positions in preparation for loading and taking off or following landing or unloading. Airline shall perform maintenance of aircraft, vehicles, or equipment at places designated by the Executive Director. 10. The installation of equipment necessary to operate Airline's Air Transportation business. The manner and location of such installations shall be subject to prior approval by the Executive Director. 11. The purchase of personal property or services, including lubricants, food, beverage, and other passenger supplies, and any other materials and supplies used by Airline from any person or company of Airline's choice, and the making of agreements with any person or company of Airline's choosing for services to be performed for Airline that are incidental to the operation of Airline's Air Transportation business. 12. Subject to 30 Fed. Reg. 13661 regarding Exclusive Rights, the Aviation Commission has reserved unto itself the exclusive right to provide the storage, sale and dispensing of all oil and aviation gasoline, kerosene, jet fuel or any other fuels now available, or that may become available, on or about the Airport and provides such service through its Fixed Base Operator. No Airline shall transfer fuel into an aircraft not owned by or leased exclusively to that Airline or its Affiliate, nor shall any Airline sell fuel at the Airport to any other Airport user or Airline. 13. No Airline may provide baggage-handling services for any other Airline (except its Affiliate) or aircraft which is not owned or leased by Airline or a parent, subsidiary or Affiliate of the Airline. 14. Any and all rights and privileges not granted to Airline under this Agreement are hereby reserved for and to the Aviation Commission. The rights granted in this Section 2.01 shall not be construed as permitting any other person or corporation to conduct any business on the Airport (including the space leased to Airline) except after first securing from the Attachment number 1 \nPage 18 of 77 Item # 17 Augusta Regional Airport 15 US Airways Group, Inc. Agreement Aviation Commission a license to conduct such business and by the payment of applicable rentals and fees. Section 2.02 Limitations on Use by Airline A. In connection with the exercise of its rights under this Agreement, Airline shall not: 1. Do or permit its agents, employees, directors, or officers to do anything at or about the Airport that may interfere with the effectiveness or accessibility of the drainage and sewage system, electrical system, air conditioning system, fire protection system, sprinkler system, alarm system, and fire hydrants and hoses, if any, installed or located on or within the premises of the Airport. 2. Do or permit its agents, employees, directors, or officers to do any act or thing upon the Airport that will invalidate or conflict with any fire or other casualty insurance policies covering the Airport or any part thereof. 3. Dispose of any waste material or products (whether liquid or solid) taken from or used with respect to its aircraft into the sanitary or storm sewers at the Airport unless such waste material or products are disposed of in full and complete compliance with all federal (including the U.S. Environmental Protection Agency), State, and County laws for disposal of such waste material and products. 4. Keep or store, at any time, flammable or combustible liquids except in storage facilities especially constructed for such purposes in accordance with federal, State, and County laws, including the Uniform Fire Code and the Uniform Building Code. For purposes of this Agreement, flammable or combustible liquids shall have the same definitions as set forth in the most recent Uniform Fire Code. 5. Do or permit its agents, employees, directors, or officers to do any act or thing upon the Airport that will be in conflict with FAR Part 139 or jeopardize the Airport's operating certificate. 6. Do or permit its agents, employees, directors, or officers to do any act or thing in conflict with the Airport's TSA-approved security plan. Attachment number 1 \nPage 19 of 77 Item # 17 Augusta Regional Airport 16 US Airways Group, Inc. Agreement 7. Install or permit its agents to install new or replacement cabling or conduit, or reconfigure Airline’s Leased Premises without first having obtained the Executive Director’s approval in accordance with Section 8.02 hereof. ARTICLE 3 - LEASED PREMISES Section 3.01 Use of Terminal Building Airline shall be entitled to Exclusive, Preferential, Common and Joint Use of the portions of the Terminal Building designated in Exhibit C. The Leased Premises shall be used solely for the following purposes: A. Exclusive Use Space 1. As to the portion thereof designated "Ticket counter" in Exhibit C: a. For reserving space and selling tickets for Air Transportation of passengers and the processing of small package delivery by Airline. b. For furnishing information to such passengers and the general public. c. For checking baggage of Airline's enplaning passengers. d. For handling lost and found articles. 2. As to the portion thereof designated "office area" in Exhibit C: a. For administrative, customer service, and other office purposes in connection with Airline's business. b. For passenger and customer relations. c. For handling lost and found articles. 3. As to the portion thereof designated "baggage makeup space" in Exhibit C: a. For assembling, handling, and dispatching enplaning passenger baggage. b. For storing materials permitted to be stored in the building under general rules prescribed by the Aviation Commission for safety, sanitation, or good order. c. As to the portion thereof designated "airline operations" in Exhibit C: d. For Airline operations office. e. For a baggage hold area. f. For storage of equipment and catering supplies. Attachment number 1 \nPage 20 of 77 Item # 17 Augusta Regional Airport 17 US Airways Group, Inc. Agreement g. For crew space and weather, dispatch, and communications functions. h. For handling lost and found articles. 4. As to the portion thereof designated "airline bag claim offices" in Exhibit C: a. For temporary storage of, and processing claims for, mishandled, damaged, or misplaced baggage. b. Unclaimed baggage must be stored in Airline’s Exclusive Use designated areas and not in the baggage service offices. B. Preferential Use Space 1. As to the portion thereof designated "hold room" in Exhibit C: a. For selling, issuing, and collecting passenger tickets and for issuing seat assignments. b. For a waiting area for passengers boarding an aircraft. c. For checking passengers and the "last minute" check-in of baggage. d. For furnishing information to passengers and the general public. e. For installing and displaying Airline corporate identification on the check-in podium and background screen. f. For any other applicable proprietary Airline technology. C. Joint Use Space As to the portion thereof designated "baggage claim" in Exhibit C, it may be used for delivering and displaying inbound passenger baggage and for an access and waiting area for passengers to claim their baggage. ARTICLE 4 - TERM Section 4.01 Term The term of this Agreement shall commence upon execution by the Parties and shall be for three (3) years, unless sooner terminated in accordance with Article 13. Upon mutual agreement of the Parties, this Agreement shall be subject to two (2) one (1) year renewals. The Parties agree to provide written notification of intent to renew within ninety (90) days prior to the expiration of the term. The Airline Attachment number 1 \nPage 21 of 77 Item # 17 Augusta Regional Airport 18 US Airways Group, Inc. Agreement and the Aviation Commission hereby agree to begin the re-negotiation of this Agreement at least six (6) months prior to December 31, 2015. Section 4.02 Holding Over In the event Airline uses its Airline Leased Premises without the written consent of the Executive Director after this Agreement has been terminated or expires, Airline shall be deemed a tenant at sufferance during the period of such use and shall pay the reasonable and nondiscriminatory rate for rentals, fees, and charges established by the Aviation Commission. ARTICLE 5 – RETALS AD FEES Section 5.01 Airline Payments Airline agrees to pay the Aviation Commission, without deduction or setoff, all applicable rentals, additional rentals, charges, and fees (hereinafter referred to collectively as "Rentals and Fees") during the term of this Agreement for its use of the Exclusive Use Space, Joint Use Space, Preferential Use Space, Loading Bridges, Aircraft Parking Positions, Airfield Area, and facilities, and for its rights, licenses, and privileges granted hereunder. Section 5.02 Terminal Building Rentals A. Airline shall pay to the Aviation Commission, for its use of Terminal Building Exclusive Use Space and Preferential Use Space, monthly amounts determined by multiplying the total square footage of Airline's Terminal Building Exclusive Use Space and Preferential Use Space by the annual Terminal Building rental rate calculated in accordance with Section 6.04 and dividing by twelve (12). B. Airline shall pay to the Aviation Commission, for the shared use of Joint Use Space, monthly amounts determined by: 1. For space designated for joint use, multiplying the total square footage of such space by the annual Terminal Building rental rate calculated in accordance with Section 6.04, dividing the amount obtained by twelve (12), and then applying the Joint Use Formula, and Attachment number 1 \nPage 22 of 77 Item # 17 Augusta Regional Airport 19 US Airways Group, Inc. Agreement 2. For the purposes of applying the Joint Use Formula, the Aviation Commission will use statistics for the third (3rd) preceding month. If Airline fails to supply the passenger activity information then one hundred and twenty-five percent (125%) of the most recent monthly-enplaned passenger data available for Airline shall be used for that billing. Correction to actual will occur on receipt of statistical report or at the year-end adjustment, whichever is more convenient for the Aviation Commission. Section 5.03 Loading Bridge Use Fee Airline shall pay to the Aviation Commission, for its use of Loading Bridges, monthly fees determined by multiplying the number of Loading Bridges assigned to Airline by the annual Loading Bridge Use Fee rate calculated in accordance with Section 6.05 and dividing by twelve (12). In the event of multiple users the monthly fees will be prorated per use by Airline. Section 5.04 Aircraft Parking Position Rentals Airline shall pay to the Aviation Commission, for its use of Aircraft Parking Positions, monthly rentals determined by multiplying the number of Airline’s aircraft parking positions at the Terminal Building by the annual Aircraft Parking Positions rental rate calculated in accordance with Section 6.06 and dividing by twelve (12). In the event of multiple users, the monthly fees will be prorated per use by Airline. Section 5.05 Landing Fee A. Rentals and Fees for the use of the Airfield, and for rights, licenses, and privileges granted to Airline under Articles 2 and 3 hereunder, except as provided elsewhere herein, shall be combined in and represented by a monthly landing fee (hereinafter referred to as the "Landing Fee"), which shall be determined by multiplying Airline's Total Landed Weight for the month by the annual Landing Fee rate per thousand (1,000) pound unit of landed weight. B. Airline shall furnish to the Aviation Commission, on or before the tenth (10th) day of each month, an accurate verified report in the format shown on Exhibit F containing Airline activity information for the previous month including the following: 1. Airline's total number of Aircraft Arrivals, by type of aircraft and Maximum Gross Certificated Landing Weight of each type of aircraft as shown on Exhibit F. Attachment number 1 \nPage 23 of 77 Item # 17 Augusta Regional Airport 20 US Airways Group, Inc. Agreement 2. The number of Enplaned Passengers and the number of Deplaned Passengers, including all through and non-revenue passengers. Section 5.06 Title 49 CFR Part 1542 Throughout the term of the Agreement for as long as law enforcement officers are required by federal law or regulations to be provided by the Aviation Commission for protection of the Airport or for the passenger screening process, as required by 49 CFR Part 1542, the Aviation Commission reserves the right to implement a separate non discriminatory 49 CFR Part 1542 charge payable by Airline for any portion of said amount not paid by the TSA. Section 5.07 Time and Place of Payments A. Rentals for Exclusive Use Space, Preferential Use Space, Loading Bridges, and Aircraft Parking Positions shall be invoiced on a monthly basis. B. Landing Weights information is due to the Airport no later than the 10th business day of each month, for the preceding calendar month of operations and shall be subject to adjustment as provided in Article 6. Once landing information is received, applicable Landing Fees will also be billed via invoice. C. Payments to the Aviation Commission may be made by wire transfer to the following account: JP Morgan Chase Bank NA. Address: 100 E. Broad Street Columbus, OH 43271 100 E. Broad Street Routing Number: 044000804 Account Number: 8902013019727 Airport Revenue Fund Account Bank Contact Person: Ms. Constance Woods If the above wire transfer account information changes, the Aviation Commission will give Airline advance written notice. Aviation Commission agrees to provide Airline as much notice as is practical under the circumstances. Attachment number 1 \nPage 24 of 77 Item # 17 Augusta Regional Airport 21 US Airways Group, Inc. Agreement If Airline elects not to make payments by wire transfer, payments to the Aviation Commission shall be made at the Office of the Executive Director as set forth below or at such other place as may hereafter be designated by the Aviation Commission. Executive Director Augusta Regional Airport 1501 Aviation Way Augusta, Georgia 30906 Section 5.08 Passenger Facility Charge Nothing in this Agreement shall limit the Aviation Commission's right to impose on Airline's passengers a Passenger Facility Charge ("PFC") authorized under Section 1113(e) of the Federal Aviation Act of 1958, as amended by Section 9110 of the Omnibus Budget Reconciliation Act of 1990 (Pub. L. 101-508, 49 U.S.C. App Paragraph 1513) and the rules and regulations promulgated there under (14 CFR Part 158), as may be amended from time to time ("PFC Regulations"). Airline agrees to cooperate with the Aviation Commission in the collection of such charge and to collect and remit such charges, less the allowable collection fee and any amounts paid by ticket purchasers that are subject to reimbursement, to the Aviation Commission as provided in the PFC Regulations. The Aviation Commission shall apply any such PFC revenues to improvement of the Airport or to the retirement of Airport debt as required by the PFC Regulations. Section 5.09 Airline Records A. Airline shall keep and maintain a complete and adequate set of records concerning its landed weights for a period equal to the FAA mandated time of such activity. If such records are maintained at a location other than Airline's Leased Premises, such records shall be retrievable within ten (10) business days. B. Each party hereto, at its expense and on reasonable notice, shall have the right from time to time to audit and inspect the records of the other party relating to the performance of this Agreement, provided that such inspection is made during regular business hours. Section 5.10 Interest on Past Due Accounts Rents and fees not received within fifteen (15) business days after the due date are past due. There shall be added to all unpaid past due sums owed the Aviation Commission shall accrue interest at the maximum interest rate then allowable by applicable law; provided, however, that if no maximum Attachment number 1 \nPage 25 of 77 Item # 17 Augusta Regional Airport 22 US Airways Group, Inc. Agreement interest rate is then provided by applicable law, the interest rate shall be twelve (12) percent per annum. No interest shall be charged on any past due account until Airline has been contacted via written notification and given an opportunity to cure and payment is thirty (30) days past due, but such interest when assessed thereafter shall be computed from the due date. Such interest shall not accrue with respect to disputed items being contested in good faith by an Airline. Section 5.11 Security A. Should Airline fail to pay rentals and fees when they are due three times within any 12 month period, Airline agrees to provide the Aviation Commission, within thirty (30) days of written notice from the Aviation Commission, a contract bond, irrevocable letter of credit, or other similar security acceptable to the Aviation Commission ("Contract Security") in an amount equal to the estimate of three (3) months' Rentals and Fees payable by Airline pursuant to this Article 5, to guarantee the faithful performance by Airline of its obligations under this Agreement and the payment of all Rentals and Fees due hereunder. Airline shall be obligated to maintain such Contract Security throughout the remaining term of this Agreement, unless Airline pays rentals and fees in full and on time for a continuous 12-month period. Such Contract Security shall be in a form and with a company chosen by Airline and reasonably acceptable to the Aviation Commission and licensed to do business in the State of Georgia. In the event that any such Contract Security shall be for a period less than the full period required by this Paragraph 5.11(A) or if Contract Security shall be cancelled, Airline shall provide a renewal or replacement Contract Security for the remaining required period. B. In the event the Aviation Commission is required to draw down or collect against Airline's Contract Security for any reason, Airline shall, within fifteen (15) business days after the Aviation Commission's written demand, take such action as may be necessary to replenish the existing Contract Security to its original amount (three [3] months' estimated Rentals and Fees) or to provide additional or supplemental Contract Security from another source so that the aggregate of all Contract Security is equal to three months' estimated Rentals and Fees payable by Airline. C. Upon Airline's election to assume this Agreement under Federal Bankruptcy Rules and Regulations and the Federal Judgeship Act of 1984 or any successor statute, as such may be amended, supplemented, or replaced, the Aviation Commission, by written notice to Airline given at any time within ninety (90) days of the date such event becomes known to the Aviation Commission, may impose or re-impose the requirements of Paragraph 5.11(A) on Airline. In such event, Airline Attachment number 1 \nPage 26 of 77 Item # 17 Augusta Regional Airport 23 US Airways Group, Inc. Agreement shall provide the Aviation Commission with the required Contract Security within fifteen (15) days from its receipt of such written notice and shall thereafter maintain such Contract Security in effect until the expiration or termination of this Agreement, unless Airline pays rentals and fees in full and on time for a continuous 12-month period. D. If after notification by the Airport and the expiration of the 15-day period, should the Airline fail to obtain or keep in force such Contract Security required hereunder, such failure shall be grounds for immediate termination of this Agreement. The Aviation Commission's rights under this Section 5.11 shall be in addition to all other rights and remedies provided to the Aviation Commission under this Agreement. E. Airline and the Aviation Commission agree that this Agreement constitutes an ‘unexpired lease' for the purposes of Section 365 of the United States Bankruptcy Code (Title 11 USC) subject to assumption or rejection, and subject to the terms and conditions of assumption or rejection, as provided in said Section 365. Furthermore, Airline and the Aviation Commission agree that if Airline provides Contract Security in the form of a Contract bond or irrevocable letter of credit, such Contract Security provided by Airline is not 'property of the estate' for purposes of Section 541 of the United States Bankruptcy Code (Title 11 USC), it being understood that any Contract Security is property of the third (3rd) party providing it (subject to the Aviation Commission's ability to draw against the Contract Security) and that all PFCs, less the allowable collection fees and any amounts paid by ticket purchasers that are subject to reimbursement, collected by Airline with respect to Enplaned Passengers at the Airport are property of the Aviation Commission. Section 5.12 No Further Fees and Charges Following the effective date of this Agreement, except as provided elsewhere herein, upon the payment of the Rentals and Fees described herein, no additional charges shall be levied against Airline for the use of the Airport and the occupancy of facilities as described in Article 3, except as provided by separate agreement between the parties. ARTICLE 6 - RECALCULATIO OF RETALS AD FEES Section 6.01 Effective Date of Recalculations Rentals and Fees as set forth in Article 5 shall be adjusted annually during the term of this Agreement as hereinafter set forth in this Article 6. Said adjustments to Rentals and Fees pursuant to Attachment number 1 \nPage 27 of 77 Item # 17 Augusta Regional Airport 24 US Airways Group, Inc. Agreement this Article 6 shall apply without the necessity of formal amendment to this Agreement. Airlines shall be provided an opportunity to review the annual proposed budget thirty (30) to forty five (45) days prior to approval by the Aviation Commission. A statement showing the recalculation of the new rates for Rentals and Fees, in accordance with the rates and charges methodology provided for in this Agreement prepared in the same format as shown in Exhibit D, shall be prepared and transmitted to Airline by the Executive Director within thirty (30) days after approval by the Aviation Commission and adoption by the County. Said statement shall then be deemed part of this Agreement and effective on the first (1st) day of each Fiscal Year to which such Rentals and Fees apply. Section 6.02 Records of Airport Cost Centers A. The Aviation Commission shall maintain accounting records documenting the following items for each Airport Cost Center: (1) Airport Revenue, (2) Airport Expense, and (3) other expenses of the Aviation Commission. B. The Aviation Commission shall further maintain records evidencing the allocation of capital funds obtained from the proceeds of the sale of Bonds or other capital fund sources to each Airport Cost Center. Included in the allocation to each Airport Cost Center shall be that cost center's proportionate share of Bond issuance expense, capitalized interest, and funding of special funds determined in accordance with allocation of costs funded through bond proceeds or other capital sources. Section 6.03 Aviation Commission Reports A. On or before August 1 of each Fiscal Year, the Executive Director shall provide Airline with a budget calendar establishing dates for the Signatory Airlines to review the Annual Budget. B. On or before May 1 of each Fiscal Year, the Executive Director shall send Airline notification to submit forecast of Maximum Gross Certificated Landing Weight. On or before June 1 of each Fiscal Year, Airline shall submit to the Executive Director, in writing, a forecast of its Maximum Gross Certificated Landing Weight for the succeeding Fiscal Year. If such forecast is not submitted by Airline, the Aviation Commission will develop its own forecast of Maximum Gross Certificated Landing Weight for Airline for the succeeding Fiscal Year. Attachment number 1 \nPage 28 of 77 Item # 17 Augusta Regional Airport 25 US Airways Group, Inc. Agreement C. If an Annual Budget is not adopted by the Aviation Commission before any such Fiscal Year, the Rentals and Fees in effect during the preceding Fiscal Year shall remain in effect until (1) a new Annual Budget has been adopted by the Aviation Commission, and (2) the Aviation Commission has calculated the Rentals and Fees in accordance therewith. The recalculated Rentals and Fees shall then be in effect retroactive (without penalties or interest if paid by the due date on invoice issued to Airline) to the beginning of such Fiscal Year. If the recalculated Rentals and Fees exceed 10% of the previous Fiscal Year, the invoiced amount for the difference between the preceding Fiscal Year rates and the current Fiscal Year rates will be broken into two equal invoice amounts payable within thirty (30) days of invoice date. D. Whenever the adjustment calculation involves an estimate, the estimate of the Aviation Commission shall be used, which estimate shall be based on past performance and reasonable and prudent future expectations. Whenever the adjustment calculation involves an estimate included in the Annual Budget, the estimated amount in the Annual Budget shall be used. Section 6.04 Calculation of Terminal Building Rental Rates The Terminal Building rental rates shall be established and thereafter adjusted annually in the following manner: A. Each year the Aviation Commission shall calculate Terminal Building Requirement for the succeeding Fiscal Year by totaling the following amounts, as set forth in the Annual Budget: 1. The total of the direct and indirect Operation and Maintenance Expenses allocable to the Terminal Building. 2. Annual Debt Service plus Coverage (Net of available PFC proceeds authorized for the payment of a portion of Terminal Building Debt Service) reasonably allocable to the Terminal Building, as required by the Bond Resolution. An amount equal to 1.25 times the pro rata portion of the Annual Debt Service Requirement net of PFC proceeds, if any, authorized to pay debt service allocable to the Terminal Building, or such other amount as may be required by the Bond Resolution; Attachment number 1 \nPage 29 of 77 Item # 17 Augusta Regional Airport 26 US Airways Group, Inc. Agreement 3. The amount of deposits to any funds and accounts required by the Bond Resolution and reasonably allocable to the Terminal Building. 4. Any other Airport Expense reasonably allocable to the Terminal Building not included in Paragraphs 1 through 3 above. 5. An amount equal to any deficit or credit estimated for operation of the Terminal Building during the then-current Fiscal Year or any adjustment carried over from preceding Fiscal Years to reflect any difference between actual versus estimated expenses. B. The average Rental Rate shall then be calculated by dividing the Terminal Building Requirement computed above by the amount of Rentable Space square footage in the Terminal Building. The average Rental Rate shall then be multiplied by the total amount of square footage used or occupied by Airline to determine the total annual Terminal Building space rent payable by each Airline. C. The space rents for all Joint Use Space shall be prorated among all Airlines according to the Joint Use Formula and each Airline shall pay its pro rata share of such space rents. Section 6.05 Calculation of Loading Bridge Use Fee The Loading Bridge Use Fee shall be established and thereafter adjusted annually in the following manner: A. Each year the Aviation Commission shall calculate the Loading Bridge Requirement for the succeeding Fiscal Year by totaling the following amounts, as set forth in the Annual Budget: 1. The total of the direct and indirect Operation and Maintenance Expenses allocable to the Loading Bridges. 2. An amount equal to 1.25 times the pro rata portion of the Annual Debt Service Requirement net of PFC proceeds, if any, authorized to pay debt service allocable to the Loading Bridges, or such other amount as may be required by the Bond Resolution; Attachment number 1 \nPage 30 of 77 Item # 17 Augusta Regional Airport 27 US Airways Group, Inc. Agreement 3. The amount of deposits to any funds and accounts required by the Bond Resolution and allocable to the Loading Bridges; 4. Any other Airport Expense reasonably allocable to the Loading Bridges not included in Paragraphs (1) through (3) above; and 5. An amount equal to any deficit or credit estimated for operation of the Loading Bridges during the then-current Fiscal Year or any adjustment carried over from preceding Fiscal Years to reflect any difference between actual versus estimated expenses. B. The Loading Bridge Use Fee rate per Loading Bridge shall be calculated by dividing the Loading Bridge Use Fee calculated in accordance with paragraph (1) to (5) above by the number of Loading Bridges. An Airline's Loading Bridge Use Fee shall then be calculated by multiplying the Loading Bridge Use Fee rate per Loading Bridge by the number of Loading Bridges assigned to Airline. In the event of multiple users, the fee will be allocable to all users on a per use basis. Section 6.06 Calculation of Aircraft Parking Position Fee The Aircraft Parking Position fee shall be adjusted annually in the following manner: A. Each year the Aviation Commission shall calculate the Apron Area Fee for the succeeding Fiscal Year by totaling the following amounts, as set forth in the Annual Budget: 1. The total of the direct and indirect Operation and Maintenance Expenses allocable to the Apron Area. 2. An amount equal to 1.25 times the pro rata portion of the Annual Debt Service allocated to the Apron Area net of available PFC proceeds, if any, authorized for the payment of a portion of Apron Area Annual Debt Service and Coverage; 3. The amount of deposits to any funds and accounts required by the Bond Resolution and allocable to the Apron Area; Attachment number 1 \nPage 31 of 77 Item # 17 Augusta Regional Airport 28 US Airways Group, Inc. Agreement 4. Any other Airport Expense reasonably allocable to the Apron Area not included in Paragraphs (1) through (3) above; and 5. An amount equal to any deficit or credit estimated for operation of the Apron Area during the then-current Fiscal Year or any adjustment carried over from preceding Fiscal Years to reflect any difference between actual versus estimated expenses. B. The sum of the expenses identified in (1) to (5) above equals the Apron Area Requirement. The Aircraft Parking Positions Fee shall then be calculated by dividing the Apron Area Requirement by the number of Aircraft Parking Positions at the Terminal Building. An Airline's Aircraft Parking Position Fee shall then be calculated by multiplying the total number of Aircraft Parking Positions assigned to and used by Airline times the Apron Area Rental Rate per Aircraft Gate. C. Should Airline stop providing Air Transportation at the Airport during any Fiscal Year, the Aircraft Parking Positions Fee shall be recalculated for the portion of the Fiscal Year that Airline did conduct regularly scheduled Air Transportation at the Airport. The recalculation will be based on the Aircraft Parking Positions Requirement being calculated without a Competitive Credit. Airline agrees to repay the Aviation Commission the amount of recalculated Aircraft Parking Positions Fees minus any Aircraft Parking Positions Fee payments made during that Fiscal Year. Airline agrees to pay this amount to the Aviation Commission within thirty (30) days of receipt of an invoice from the Aviation Commission. D. Should Airline use an Aviation Commission Aircraft Parking Position at the Terminal Building, Airline shall pay the Aviation Commission $75 per aircraft per turn (or per two hour period during which Airline’s aircraft occupies an Aviation Commission Aircraft Parking Position). However, for Airline’s aircraft parked at an Aviation Commission Aircraft Parking Position overnight, the Airline will pay the Aviation Commission $150 for the Remain Overnight fee (RON) in addition to the per turn fee. Over the term of this Agreement, these rates are subject to adjustment based on increasing cost of operating and maintaining Aviation Commission Aircraft Parking Positions. Attachment number 1 \nPage 32 of 77 Item # 17 Augusta Regional Airport 29 US Airways Group, Inc. Agreement Section 6.07 Calculation of Landing Fee Rate A. Each Fiscal Year, the Aviation Commission shall recalculate the Landing Fee Rate for the Fiscal Year commencing January 1st, and for each succeeding Fiscal Year, based upon the Aviation Commission's proposed Annual Budget for the succeeding Fiscal Year by totaling the following estimated amounts: 1. The total of the direct and indirect estimated Operation and Maintenance Expenses of the Airfield Area; 2. An amount equal to the Airfield Area Annual Debt Service (plus Coverage), to pay debt service allocable to the Airfield Area, or such other amount as may be required by the Bond Resolution; 3. The amount of deposits to any funds and accounts required by the Bond Resolution and allocable to the Airfield Area; 4. Any other Airport Expense allocable to the Airfield Area not included in Paragraphs (1) through (3) above; and any overpayment or underpayment estimated for operation of the Airfield Area during the then-current Fiscal Year, or any adjustment carried over from the preceding Fiscal Year, to reflect any difference between actual versus estimated revenues or expenses; and 5. Any other Airfield Area Expense not included in Paragraphs (1) to (5) above. B. The Airfield Area Requirement for the succeeding Fiscal Year shall be calculated by subtracting from total Airport Expense [the total of (1) to (5) above] a Competitive Credit in an amount determined appropriate by the Aviation Commission each Fiscal Year. The purpose of the Competitive Credit is to keep the Airline's Airport cost per enplane passenger competitive with other airports similarly situated — for air service development purposes. The Aviation Commission may establish differing levels of Competitive Credit for different classes of airlines. Attachment number 1 \nPage 33 of 77 Item # 17 Augusta Regional Airport 30 US Airways Group, Inc. Agreement 1. The Landing Fee Rate for the succeeding Fiscal Year shall be calculated by dividing the net Airfield Area Requirement computed above by the estimated Total Landed Weight of all Aircraft Arrivals at the Airport for the succeeding Fiscal Year as estimated by the Aviation Commission. 2. The Landing Fee shall be calculated by multiplying the Airline's portion of Total Landed Weight for the month by the Landing Fee Rate then in effect. 3. The Landing Fee is payable monthly. ARTICLE 7 - SUBORDIATIO AD APPLICATIO OF REVEU ES Section 7.01 Subordination to Bond Resolution A. This Agreement and all rights of Airline hereunder are expressly subordinated and subject to the lien and provisions of any pledge, transfer, hypothecation, or assignment made (at any time) by the Aviation Commission to secure Bond financing. This Agreement is subject and subordinate to the terms, covenants, and conditions of the Bond Resolution authorizing the issuance of Bonds by Augusta-Richmond County. Augusta-Richmond County may amend or modify the Bond Resolution or make any change thereto that does not adversely affect Airline rights or obligations under this Agreement. Except for the preceding sentence, conflicts between this Agreement and the Bond Resolution shall be resolved in favor of the Bond Resolution. B. All definitional terms that are not specifically defined herein are to have the meanings set forth in the Bond Resolution. ARTICLE 8 - CAPITAL IMPROVEMETS Section 8.01 Need for Acquisition (s) Capital Expenditures The parties hereto recognize that Capital Improvements or acquisitions to preserve, protect, enhance, expand, or otherwise improve the Airport, or part thereof, be required during the term of this Agreement. Any such Capital Improvement(s) or acquisition(s) paid for, financed, or refinanced debt which negatively impact rates and charges with newly issued Airport Improvement Bonds will be subject to the provisions of Section 8.02 below. Attachment number 1 \nPage 34 of 77 Item # 17 Augusta Regional Airport 31 US Airways Group, Inc. Agreement Section 8.02 Improvements Subject to Signatory Airline Consideration. A. The Airport Director shall notify Airline, in writing, of the Aviation Commission’s intent to undertake Capital Improvements or make an acquisition with newly issued Airport Improvement Bonds. The Airport Director shall provide Airline with the following information associated therewith: 1. A description of the proposed Capital Improvement(s), or acquisition together with cost estimates, scheduling, and any preliminary drawings, if applicable; 2. A statement of the need for the proposed acquisition(s) or Capital Improvement(s), along with the planned benefits to be derived from such expenditures; 3. The Aviation Commission’s preferred means of financing or paying the costs of the proposed acquisition or Capital Improvement(s); and 4. The planned allocation of the costs thereof to the Airfield Area or the Terminal Building and the projected effect on Airline Rentals and Fees. 5. The planned refinancing of prior improvements or acquisitions where applicable to MII consideration. B. Within thirty (30) days after the Airport Director’s delivery of said notice, Airline may request in writing, a meeting with the Airport Director for the purpose of discussing proposed acquisition or Capital Improvement(s). Should such a request be made, the Airport Director shall meet with Signatory Airlines collectively within sixty (60) days of the original notice. The Aviation Commission agrees to consider comments and recommendations of the Signatory Airlines with respect to proposed acquisition or Capital Improvement(s) to be financed with newly issued Airport Improvement Bonds. C. Unless Signatory Airlines constituting an MII shall issue written disapprovals for a particular Capital Improvement in the Airfield Area (for those Capital Improvements in the Airfield Area requiring MII consideration) or for a Capital Improvement in the Terminal Building (for those Capital Improvements in the Terminal Building requiring MII consideration) within thirty (30) days of the date of the meeting, the Aviation Commission may proceed with said acquisition or Capital Improvements. The Aviation Commission may also proceed at any time with acquisition or Capital Improvements not Attachment number 1 \nPage 35 of 77 Item # 17 Augusta Regional Airport 32 US Airways Group, Inc. Agreement requiring MII consideration, and with any other improvements or developments not defined as a Capital Improvement herein. D. In the event of MII disapproval of a proposed acquisition or Capital Improvement subject to MII consideration, the Airport Director shall have the option to convene a second meeting with the Signatory Airlines within forty-five (45) days following the date of disapproval for the purpose of providing additional information relative to the proposed acquisition or Capital Improvement and to request reconsideration. If, after the second meeting, Signatory Airlines constituting an MII notify the Aviation Commission that they do not concur with said acquisition or Capital Improvement(s), the acquisition or Capital Improvement(s) shall be deferred for two (2) years. In such ensuing timeline, the Aviation Commission may implement such Capital Improvement(s) and include, debt service (including coverage), or loan payments for such Capital Improvement(s) in the Rentals and Fees of the Signatory Airlines. The Aviation Commission may elect to move forward with said acquisition or Capital Improvement(s) through means other than issuing new Airport Revenue Bonds. Disapproval of an acquisition or Capital Improvement may be reversed by an MII at any time. E. Augusta-Richmond County or its Aviation Commission may issue Bonds, Subordinated Bonds, or Other Indebtedness to finance any acquisition or Capital Improvements permitted by this Article 8. All costs associated with an acquisition or Capital Improvements permitted by this Article 8, including but not limited to Operation and Maintenance Expenses (including appropriate reserves therefore) and capital charges, except as may be limited by this Section, shall be included in the determination of rates for Rentals and Fees in accordance with Exhibit D. Section 8.03 Grants The Aviation Commission will exercise its best efforts to obtain maximum Airport development grants-in-aid from federal, State, and local sources. ARTICLE 9 - OBLIGATIOS OF AIRLIE Section 9.01 Maintenance and Repair It is understood and agreed that Airline shall have the following maintenance and repair obligations. Attachment number 1 \nPage 36 of 77 Item # 17 Augusta Regional Airport 33 US Airways Group, Inc. Agreement A. Maintenance of Terminal Building 1. Airline shall, at all times, maintain and repair its Exclusive Use Space in the Terminal Building so that it remains in a neat, clean, safe, and orderly condition. Airline will provide custodial maintenance in its Exclusive Use Space. However, the Aviation Commission may, at its sole discretion, provide some maintenance in Airline Exclusive Use Space as part of a Terminal Building general maintenance program. 2. Airline shall make no changes of any nature or character in, or additions to, the Terminal Building without the prior written approval of the Executive Director. Airline shall submit to the Executive Director for approval of its plans and specifications for any proposed project and shall comply with any reasonable conditions required by the Aviation Commission. Such additions, alterations, or improvements shall become the property of the Aviation Commission on the completion of construction, subject to the conditions set forth in Section 8.02. 3. Airline shall repair at its cost or, at the Aviation Commission's option, reimburse the Aviation Commission for the cost of repairing, replacing, or rebuilding any damages to the Terminal Building or other portions of the Terminal Building caused by the negligent or wrongful acts or omissions of Airline, its officers, employees, or agents and excepting ordinary wear and tear. Any repairs made by Airline shall be subject to inspection and approval by the Executive Director. 4. Airline shall be responsible at its cost for the cost of repairing, replacing, or rebuilding any damage to tenant improvements or Personal Property on Airline's Exclusive Use Space where the damages were not caused by acts or omissions of the Aviation Commission or its officers, or employees, contractors, tenants or agents. Any repairs made by Airline to any tenant improvements shall be subject to inspection and approval by the Executive Director. Should Airline fail to perform its material obligations hereunder, the Aviation Commission shall have the right to enter the Airline Premises and perform such activities; provided, however, other than in a case of emergency, the Aviation Commission shall give Airline reasonable advance written notice of its non-compliance, not to exceed ten (10) days, prior to the exercise of this right; and provided, further however, that if the nature Attachment number 1 \nPage 37 of 77 Item # 17 Augusta Regional Airport 34 US Airways Group, Inc. Agreement of the cure is such that it cannot be reasonably effectuated within ten (10) days, Airline shall have an additional period reasonably necessary to effectuate such cure as long as Airline pursues such cure with due diligence. 5. Airline shall not erect, maintain, or display on the Terminal Building any billboards, banners, advertising, promotional signs, or materials without the prior written approval of the Executive Director. B. Maintenance of Apron Area 1. Airline shall remove to the extent reasonably practicable all of the accumulated oil, fuel, and grease caused by Airline's aircraft and ground equipment while operating on the Apron Area (s). 2. Airline shall maintain in a neat, clean, and orderly manner the portions of the Apron Area occupied by Airline's apron service equipment. The piling of boxes, cartons, barrels, pallets, debris, or similar items on or about the Airline Leased Premises in areas other than those designated by the Executive Director shall not be permitted. 3. Airline shall maintain its Premises in a safe, neat, and attractive condition at all times, and shall pick up and place all trash and debris in sealed bags and shall move such debris to a dumpster until it is disposed of in a manner acceptable to the Executive Director. Airline and Aviation Commission maintenance responsibilities are detailed in the tabular summary shown in Exhibit E. Section 9.02 Ownership of Improvements Upon completion or installation of any fixture, addition, or improvement on the Terminal Building, excluding Personal Property, such fixture, addition, or improvement shall immediately become the property of the Aviation Commission, as owner, subject only to the right of Airline to use same as set forth in this Agreement, and shall remain the property of the Aviation Commission thereafter with the sole right, title, and interest thereto. Attachment number 1 \nPage 38 of 77 Item # 17 Augusta Regional Airport 35 US Airways Group, Inc. Agreement Section 9.03 Liens Airline shall cause to be removed promptly any and all liens of any nature arising out of or because of any construction performed by Airline or any of its contractors or subcontractors upon the Terminal Building or arising out of or because of the performance of any work or labor by or for it or them at said premises, reserving the right to contest in court the validity of any such liens. Airline shall have the right to post an appropriate bond to cover its obligations pursuant to this Section 9.03. If any person or corporation attempts to assert lien against the Terminal Building for improvements made by Airline, Airline shall hold the Aviation Commission harmless from such claim, including the cost of defense. Section 9.04 Payment of Taxes Airline shall pay (but such payment shall not be considered part of Airport Revenue) all lawful taxes, assessments, or charges (including any sales taxes imposed on Rentals and Fees paid by Airline) imposed by entities other than the Aviation Commission that, during the term of this Agreement, may become a lien or be levied on any interest in Airline’s Leased Premises or any possessory right that Airline might have in or to said premises or any improvements thereof, by reason of its use or occupation thereof or otherwise, reserving to Airline, however, the right to contest, by administrative proceeding, court or otherwise, the validity or applicability of any such tax, assessment, or charge, as more specifically set forth in Paragraph 9.07(E). Section 9.05 Vending Machines Airline shall not install or maintain vending machines, public pay telephones, or other machines operated by coins, tokens, or credit cards in or at Airline’s Leased Premises in areas accessible to the public except with the prior written approval of the Executive Director. This Section 9.05 shall not prohibit Airline from the installation, operation and maintenance of self-ticketing or passenger check- in machines, to include telephones, but the location and manner of such installation shall be subject to the prior written approval of the Executive Director. Section 9.06 Employees of Airline Airline shall require all of its employees and subcontractors or independent contractors hired by Airline working in view of the public and about the Terminal Building to wear clean and neat attire and to display appropriate identification. Airline employees shall obtain identification badges from Attachment number 1 \nPage 39 of 77 Item # 17 Augusta Regional Airport 36 US Airways Group, Inc. Agreement the Airport. Airline will be responsible for paying for the cost of Transportation Security Administration required employee background checks and badging. Section 9.07 Rules and Regulations A. Airline shall not use or permit to be used any Airport facilities for any purposes or uses other than those specifically authorized by this Agreement, and such other purposes or uses as may be mutually agreed upon in writing. B. Airline shall comply with and shall require its officers and employees and any other persons over whom it has control to comply with such reasonable and nondiscriminatory Rules and Regulations governing the use of Airport facilities pursuant to this Agreement as may from time to time be adopted and promulgated by the Aviation Commission, including, but not limited to, security, health, safety, sanitation, and good order, and with such amendments, revisions, or extensions thereof as may from time to time be adopted and promulgated by the Aviation Commission. The Executive Director will provide a copy of the initial Rules and Regulations to Airline within thirty (30) days of the date of this Agreement. C. Airline's right of access to the Airport shall be subject to security considerations and all federal, State, and local laws or regulations and all Airport rules, regulations, and ordinances now in effect or hereinafter adopted or promulgated. D. Airline shall, at all times, comply with any and all present and future laws, ordinances, and general rules or regulations of any public or governmental entity (other than the Airport Commission) with jurisdiction pertaining to its operations at the Airport now or at any time during the term that this Agreement is in force. E. Nothing herein contained shall be construed to prevent Airline from contesting the validity or applicability of any federal, State, or local law, regulation, or ordinance now in effect or hereinafter adopted or promulgated. Airline shall not be deemed to be in default of any requirement of this Agreement so long as such contest is diligently prosecuted in an appropriate forum by Airline or any other party to a similar agreement having interests consistent with those of Airline, or until thirty (30) days following the entry of a final judgment contrary to Airline's position, or the exhaustion of the Airline’s appeals. However, should Airline contest the validity or applicability of any tax or fee, the Attachment number 1 \nPage 40 of 77 Item # 17 Augusta Regional Airport 37 US Airways Group, Inc. Agreement payment of which might constitute a lien on Airport facilities, the Aviation Commission may require the posting of a bond or the placement in escrow of the amount of such tax or fee pending the outcome of such contest in order to avoid the imposition of such lien. Section 9.08 Removal of Disabled Aircraft Upon release of Airline's disabled aircraft by proper authorities, Airline shall promptly remove any such disabled aircraft from any part of the Airport (including, without limitation, runways, taxiways, aprons, and gate positions) where it could interfere with day-to-day operations and place any such disabled aircraft in such storage area as may be designated by the Executive Director. Airline may store such disabled aircraft only for such reasonable length of time and on such reasonable terms and conditions as may be established by the Aviation Commission. If Airline fails to remove any of its disabled aircraft promptly in accordance with this Section 9.08, the Executive Director may, but shall not be obligated to, cause the removal of such disabled aircraft. However, the obligation of the Aviation Commission to remove or store such disabled aircraft shall not be inconsistent with federal laws and regulations. Airline agrees to reimburse the Aviation Commission for all costs of such removal, and further, Airline hereby releases the Aviation Commission from any and all claims for damage to the disabled aircraft or otherwise arising from or in any way connected with such removal by the Aviation Commission except in the case of gross negligence. ARTICLE 10 - OBLIGATIOS OF AVIATIO COMMISSIO Section 10.01 Operation as a Public Airport The Aviation Commission covenants and agrees that, at all times, relevant to this Agreement, it will operate and maintain the Airport facilities, as defined hereinabove, as a public airport consistent with and pursuant to the Sponsor's Grant Assurances given by the Aviation Commission to the U.S. Government under the Federal Airport Act and consistent with the terms and conditions of this Agreement. The Aviation Commission further covenants and agrees to manage the Airport in a reasonable and prudent manner and to use due diligence in the operation and maintenance of Airport facilities. Section 10.02 Access to Terminal Building A. Subject to security considerations, upon payment of the rentals hereunder and performance of the covenants of this Agreement by Airline, Airline and its officers, employees, passengers, Attachment number 1 \nPage 41 of 77 Item # 17 Augusta Regional Airport 38 US Airways Group, Inc. Agreement prospective passengers, and other persons with Airline shall have (without additional charge) the free, unobstructed right of ingress to and egress from the Terminal Building by means of a lobby, passageway, or other Public Areas designated by the Aviation Commission for that purpose and connecting the Terminal Building with a vehicular roadway and walkways adjacent to the Terminal Building (and provided and maintained by the Aviation Commission and connecting with a public street or other public highway outside the Airport), and with the Apron Area adjacent to the Terminal Building, all of which are more specifically defined in Exhibit C. B. The use of the means of access specified by the Aviation Commission shall be in common with such other persons as the Aviation Commission may authorize or permit, and shall be subject to and in accordance with all applicable local laws and ordinances and such weight restrictions, use restrictions, rules, regulations, and ordinances as may be adopted by the Aviation Commission for the regulation and control of the users thereof. C. The access provided for in Paragraph 10.02(A) shall not be used, enjoyed, or extended to any person or company engaging in any activity or performing any act or furnishing any service for or on behalf of Airline that Airline is not authorized to engage in or perform or receive under the provisions of this Agreement and applicable laws. Section 10.03 Use of Other Public Areas The officers, employees, passengers, and prospective passengers of Airline and other persons doing business with Airline shall have the right to use any space, facilities, and conveniences provided by the Aviation Commission at the Airport for use by airline passengers and other persons (including waiting rooms, lobbies, hallways, corridors, restaurants, restrooms, observation galleries, streets, highways, and vehicular parking areas), in each case, however, only in common with others authorized by the Aviation Commission to do so, at the times, to the extent, in the manner, and for the purposes for which they are made available for such use, in compliance with the terms and conditions on which they are made available for such use, and only in conformity with the Rules and Regulations with respect to the use thereof. Employee parking is subject to the terms of Section 11.04. Attachment number 1 \nPage 42 of 77 Item # 17 Augusta Regional Airport 39 US Airways Group, Inc. Agreement Section 10.04 Maintenance of Airport The maintenance and custodial responsibilities of the parties are defined in Exhibit E attached hereto. ARTICLE 11 - AVIATIO COMMISSIO'S RESERVATIOS Section 11.01 Improvement, Relocation, or Removal of Structures The Aviation Commission, at its sole discretion, reserves the right to further develop or improve the aircraft operating area and other portions of the Airport, including the right to improve, relocate, or remove any structure on the Airport, as it sees fit, and to take any action it considers necessary to protect the aerial approaches of the Airport against obstructions in accordance with 14 CFR Part 77 as it is presently set forth or as it may be amended from time to time. Section 11.02 Right to Enter and Make Repairs A. The Aviation Commission and its authorized officers, employees, agents, contractors, subcontractors, and other representatives shall have the right (at such times as may be reasonable under the circumstances and with as little interruption of Airline's operations as is reasonably practicable) to enter Airline's Leased Premises for the following purposes: 1. To inspect such premises at reasonable intervals during regular business hours (or at any time in case of emergency) to determine whether Airline has complied and is complying with the terms and conditions of this Agreement with respect to such premises. Aviation Commission will provide advance notification to Airline of inspection no less than 48 hours from inspection time. 2. To perform maintenance and make repairs and replacements in any case where Airline is obligated to do so and has failed after reasonable notice to do so, in which event Airline shall reimburse the Aviation Commission for the cost thereof promptly on demand. 3. To perform maintenance and make repairs and replacements in any case where the Aviation Commission is obligated to do so, and in any other case where the Aviation Commission, in its reasonable judgment, determines that it is necessary or desirable to do so to preserve the structural safety of such premises or of the building in which such premises Attachment number 1 \nPage 43 of 77 Item # 17 Augusta Regional Airport 40 US Airways Group, Inc. Agreement are located or to correct any condition likely to cause injuries or damages to persons or property. B. No such entry by or on behalf of the Aviation Commission on any premises leased to Airline shall cause or constitute a termination of the letting thereof or be deemed to constitute an interference with the possession thereof by Airline; and no such entry on any premises for the exclusive or preferential use of which Airline has been granted a license shall constitute a revocation of such license or be deemed to constitute an interference with Airline's ability to operate from its Leased Premises. If the Aviation Commission, acting pursuant to Paragraph 11.02(A) (3), creates a condition that causes the premises to be untenantable in whole, or in substantial part, then the Aviation Commission, if requested by Airline, will make alternative premises available to Airline and compensate Airline for all relocation costs and expenses incurred by reason of such relocation or abate rent during the period of such repairs. Section 11.03 Airport Access License/Permit The Aviation Commission reserves the right to establish a licensing or permit procedure for personnel and vehicles requiring access to the Airport operational areas and to levy a reasonable regulatory or administrative charge for issuance of such Airport access license or permit. Airline shall pay such charge with regard to its own personnel or vehicles and shall, at the request of the Executive Director, cooperate in the collection of such charge with regard to any personnel or vehicles used by its suppliers. Any such charge shall not exceed an amount necessary to cover the actual regulatory or administrative expenses of such control measures. Section 11.04 Airline Employee Parking The Executive Director may designate areas from time to time to be used for parking automobiles by Airline's employees (including handicapped or disabled employees) working at the Airport. The Aviation Commission shall have the right to charge a reasonable fee for such privilege. Attachment number 1 \nPage 44 of 77 Item # 17 Augusta Regional Airport 41 US Airways Group, Inc. Agreement ARTICLE 12 - DAMAGE OR DESTRUCTIO, ISURACE, AD IDEMIFICATIO Section 12.01 Damage or Destruction of Terminal Building If, by reason of any cause, the Terminal Building is damaged to such an extent that the Terminal Building is untenantable in whole, or in substantial part, then: A. If the repairs and rebuilding necessary to restore the Terminal Building to its condition before the occurrence of the damage can, in the reasonable judgment of the Aviation Commission, be completed within two hundred and seventy (270) days from the date on which the damage occurred, the Executive Director shall so notify Airline, in writing, and shall proceed promptly with such repairs and rebuilding. In such event, the rental for the Terminal Building for which provision is made in Article 5 shall be abated pro rata for the period from the date of the occurrence of such damage to the date on which such repairs and rebuilding is completed. B. If such repairs and rebuilding cannot, in the reasonable judgment of the Aviation Commission, be completed within said 270 days, the Aviation Commission, at its option, to be evidenced by notice in writing to Airline, may either: (1) proceed promptly with said repairs and rebuilding, in which event said rental shall be abated as aforesaid, or (2) terminate the letting of the Terminal Building, in which event said rental therefore for which provision is made in Article 5 shall be abated from and after the date of occurrence of the damage. C. The Aviation Commission shall use its best efforts to provide Airline with reasonable alternate space, if necessary, during any repairs, rebuilding, or reconstruction of the Terminal Building. The Executive Director shall advise Airline, as soon as practicable, of the Aviation Commission's intention regarding any necessary repairs or restorations. D. In the event, however, that the cause of the damage is the fault or negligence or wrongful act of Airline or its employees or agents, then the expense of all such repairs shall be borne by Airline and there shall be no abatement of rent or other charges payable hereunder. Attachment number 1 \nPage 45 of 77 Item # 17 Augusta Regional Airport 42 US Airways Group, Inc. Agreement Section 12.02 Insurance A. During the term of this Agreement, Airline shall provide, pay for, and maintain with companies reasonably satisfactory to the Aviation Commission, the types of insurance described herein. All insurance shall be issued by responsible insurance companies eligible to do business in the State of Georgia. B. All liability policies of Airline and its contractors shall provide that the Aviation Commission is an Additional Insured to the extent of Airline's contractual obligations hereunder. The insurance coverage and limits required shall be evidenced by properly executed certificates of insurance. These certificates shall be signed by the authorized representative of the insurance company shown on the certificate. At least ten (10) calendar days prior to Airline's use of space or Airline's operations or activities in regard to the Airport and that in any way, directly or indirectly, contingently or otherwise, affects or might reasonably affect the County, Airline shall furnish the County evidence of all insurance policies negotiated. Prior to expiration of any then-current policy of insurance, Airline shall deliver to Airport evidence showing that such insurance coverage has been renewed. At least five (5) calendar days prior to the date of cancellation or reduction of coverage, as received in the written notice from the insurer, Airline shall deliver to the Airport Director, evidence showing reinstatement or other provision for the required insurance. All such evidence shall be in the form of certificates of insurance satisfactory to the Airport Director, accompanied by a certified true copy of an endorsement to each policy containing the language required by this paragraph and, if applicable, cross-liability coverage. C. If at any time the Executive Director requests a written statement from the insurance company as to any impairments to the aggregate limit, Airline shall promptly authorize and have delivered such statement to the Aviation Commission. Airline authorizes the Aviation Commission and its insurance consultant to confirm with Airline's insurance agents, brokers, and insurance companies all information furnished the Aviation Commission, as to Airline’s compliance with the Aviation Commission’s insurance requirements. D. All required insurance coverages of Airline shall be primary to any insurance or self- insurance program of the Aviation Commission. E. The acceptance of delivery to the Aviation Commission of any certificate of insurance evidencing the insurance coverages and limits required under this Agreement does not constitute Attachment number 1 \nPage 46 of 77 Item # 17 Augusta Regional Airport 43 US Airways Group, Inc. Agreement approval or acceptance by the Aviation Commission that the insurance requirements in this Agreement have been met. F. No operations shall commence at the Airport unless and until the required certificates of insurance are in effect and approved by the Executive Director. G. The insurance coverages and limits required of Airline under this Agreement are designed to meet the minimum requirements of the Aviation Commission. They are not designed as a recommended insurance program for Airline. Airline is responsible for insuring its real and Personal Property located at the Airport. Airline, alone, shall be responsible for the sufficiency of its own insurance program. Should Airline have any questions concerning its exposure to loss under this Agreement, or the possible insurance coverages needed therefore, it should seek professional advice. H. Airline and the Aviation Commission understand and agree that the minimum limits of the insurance herein required may, from time to time, become inadequate, and Airline agrees that it will increase such minimum limits upon receipt of written notice defining the basis of the increase. Airline shall furnish the Aviation Commission, within sixty (60) days of the effective date thereof, a certificate of insurance evidencing that such insurance is in force. I. Airline's insurance companies or its authorized representative shall give the Aviation Commission thirty (30) days prior written notice of any cancellation, intent not to renew, or material reduction in any policy's coverage, except in the application of the Aggregate Limit Provisions. In the event of a reduction to the Aggregate Limit, it is agreed that immediate steps will be taken to have the prior Aggregate Limit reinstated. Said notices shall be sent pursuant to Section 17.17 of this Agreement. J. If at any time the Executive Director requests a written statement from the insurance companies as to any impairments to the Aggregate Limit, prompt authorization and delivery of all requested information will be given to the Aviation Commission. Renewal Certificates of Insurance must be provided to the Aviation Commission as soon as practical but in every instance immediately upon expiration of current coverages. Attachment number 1 \nPage 47 of 77 Item # 17 Augusta Regional Airport 44 US Airways Group, Inc. Agreement K. Should at any time Airline not provide or maintain the insurance coverages required under this Agreement, the Aviation Commission may terminate or suspend this Agreement upon ten (10) days advance written notice to the Airline’s Facility Manager and to Airline’s Leasing contact. L. The amounts and types of insurance shall conform to the following minimum requirements with the use policies, forms, and endorsements or broader, where applicable. Notwithstanding the foregoing, the wording of all policies, forms, and endorsements must be reasonably acceptable to the Aviation Commission. 1. Workers Compensation and Employer's Liability Insurance shall be maintained in force by Airline during the term of this Agreement for all employees engaged in the operations under this Agreement. The limits of coverage shall not be less than: Workers' Compensation Georgia Statutory Employer's Liability $1,000,000 Limit Each Accident $1,000,000 Limit Disease Aggregate $1,000,000 Limit Disease Each Employee 2. Airport Liability Insurance shall be maintained by Airline for the life of this Agreement. Coverage shall include, but not be limited to, Premises and Operations, Personal Injury, Contractual for this Agreement, Independent Contractors, Broad Form Property Damage, Products, and Completed Operations Coverage and shall not exclude the Explosion, Collapse, and Underground Property Damage Liability Coverage. Coverage shall be applicable to the operation of all mobile and ground equipment at the Airport. The limits of coverage shall not be less than: Airlines Operating Aircraft with fifty (50) or more seats: Bodily & Personal Injury $100,000,000 Combined Single Limit & Property Damage Liability Each Occurrence & Aggregate Airlines Operating Aircraft with less than fifty (50) seats: Bodily & Personal Injury $50,000,000 Combined Single Limit & Property Damage Liability Each Occurrence & Aggregate Attachment number 1 \nPage 48 of 77 Item # 17 Augusta Regional Airport 45 US Airways Group, Inc. Agreement 3. Aircraft Liability Insurance shall be maintained by Airline during the term of this Agreement for all owned, non-owned, leased, or hired aircraft, including passenger coverage. The limits of coverage shall not be less than: Bodily & Personal Injury $100,000,000 Combined Single Limit & Property Damage Liability Each Occurrence & Aggregate 4. Business Automobile Liability Insurance shall be maintained by Airline during the term of this Agreement as to the ownership, maintenance, and use of all owned, non-owned, leased, or hired vehicles. The limits of coverage shall not be less than: Bodily & Personal Injury $5,000,000 Combined Single Limit & Property Damage Liability Each Occurrence & Aggregate 5. Umbrella Liability Insurance or Excess Liability Insurance may be used to reach the limits of liability required for the Airport Liability Policy, Aircraft Liability, and the Business Automobile Policy. The limits of coverage shall not be less than: Umbrella or Excess Liability Policy $100,000,000 Combined Single Limit Each Occurrence & Aggregate-Specific for this Agreement $200,000,000 Combined Single Limit Each Occurrence & Aggregate-Not Specific for this Agreement Primary Liability Limits for the underlying Airport General Liability Coverage: Bodily & Personal Injury $10,000,000 Combined Single Limit & Property Damage Liability Each Occurrence & Aggregate Attachment number 1 \nPage 49 of 77 Item # 17 Augusta Regional Airport 46 US Airways Group, Inc. Agreement Section 12.03 Indemnification Except where, and to the extent, it is caused by the negligent or wrongful acts or omissions or willful misconduct of the agents, employees, contractors, officers, or board of Augusta Richmond County and the Aviation Commission, Airline agrees to protect, defend, reimburse, indemnify, and hold Augusta Richmond County and the Aviation Commission, its agents, employees, and elected officers and each of them, free and harmless at all times from and against any and all claims, liability, expenses, losses, costs, fines, and damages (including actually incurred reasonable attorney's fees) and causes of action of every kind and character, whether or not meritorious, against or from the Aviation Commission by reason of any damage to property, or the environment, claims and liability which is in or bodily injury (including death) incurred or sustained by any party hereto, any agent or employee of any party hereto, and any third or other party whomsoever, or any governmental agency, caused by or arising out of or incident to or in connection with Airline's performance under this Agreement, Airline's use or occupancy of the Airline Leased Premises, Airline's compliance with Title 49 CFR, Part 1542 requirements, Airline's negligent or wrongful acts, omissions, or operations hereunder or the performance, non-performance or purported performance of Airline or any breach of the terms of this Agreement by Airline. Provided, however, that upon the filing by anyone of a claim with Augusta Richmond County or the Aviation Commission for damages arising out of incidents for which Airline herein agrees to indemnify and hold Augusta Richmond County and the Aviation Commission harmless, Augusta Richmond County or the Aviation Commission shall promptly notify Airline of such claim and, in the event that Airline does not settle or compromise such claim, then Airline shall undertake the legal defense of such claim both on behalf of Airline and on behalf of the Augusta Richmond County. It is specifically agreed, however, that the Augusta Richmond County, at its option and at its own expense, may participate in the legal defense of such claim. Any final judgment rendered against Augusta Richmond County for any cause for which Airline is liable hereunder shall be conclusive against Airline as to liability and amount upon the expiration of the time for appeal there from. Airline recognizes the broad nature of this indemnification and hold harmless clause, and voluntarily makes this covenant and expressly acknowledges the receipt of Ten Dollars ($10.00) and such other good and valuable consideration provided by the Aviation Commission in support of this indemnification in accordance with laws of the State of Georgia. This clause shall survive the termination of this Agreement as to claims arising during the term hereof. Compliance with the insurance requirements of this Article 12 shall not relieve Airline of its liability or obligation to indemnify Augusta Richmond County and the Aviation Commission as set forth in this Article 12. Attachment number 1 \nPage 50 of 77 Item # 17 Augusta Regional Airport 47 US Airways Group, Inc. Agreement Section 12.04 Relationships Airline employees are not Aviation Commission employees and no “employer/employee” relationship exists. Section 12.05 Non-liability of Agents and Employees No board member, director, officer, agent, or employee of either party shall be charged personally or held contractually liable by or to the other party under any term or provision of this Agreement or because of any breach hereof or because of its or their execution or attempted execution. ARTICLE 13 - TERMIATIO Section 13.01 Termination of Agreement by Airline A. Airline, at its option, may declare this Agreement terminated in its entirety at any time Airline is not in default in the payment of Rentals and Fees to the Aviation Commission by giving the Aviation Commission sixty (60) days advance written notice, to be served as hereinafter provided, and by surrender of the Leased Premises on the happening of any one or more of the following events: 1. If the Terminal Building becomes untenantable in whole, or in substantial part, and the Aviation Commission does not terminate the letting thereof, pursuant to an option reserved to it in this Agreement, and does not proceed as promptly as reasonably practicable with the repairs and rebuilding necessary to restore the Terminal Building to its condition before the occurrence of the damage. 2. If the Aviation Commission fails to provide and maintain means for unobstructed ingress and egress to and from the Terminal Building in accordance with the provisions of this Agreement. 3. If the Aviation Commission closes the Airport to aircraft operations in general, or to the flights of Airline for reasons other than weather, acts of God, or other reasons beyond the Aviation Commission's control, and fails to reopen the Airport to such operations or flights for a period in excess of thirty (30) days. Attachment number 1 \nPage 51 of 77 Item # 17 Augusta Regional Airport 48 US Airways Group, Inc. Agreement 4. If the Aviation Commission fails to comply with any of the terms or provisions of this Agreement or fails to promptly fulfill any of its obligations under this Agreement. B. No termination declared by Airline shall be effective unless and until not less than sixty (60) days have elapsed after the aforementioned written notice to the Aviation Commission specifying the date on which such termination shall take effect and the cause for which it is being terminated. The Aviation Commission may cure the cause of such termination within said 60-day period or such longer time as the parties may agree. Section 13.02 Continuing Responsibilities of Airline Notwithstanding the occurrence of any event of default, Airline shall remain liable to the Aviation Commission for all Rentals and Fees payable hereunder and for all preceding breaches of any covenant of this Agreement. Furthermore, unless the Aviation Commission elects to cancel this Agreement, Airline shall remain liable for and promptly pay all Rentals and Fees accruing hereunder until the term of this Agreement has expired as set forth in Article 4 or until this Agreement is terminated by Airline pursuant to Section 13.01. Section 13.03 Termination of Agreement by the Aviation Commission A. The Aviation Commission, at its option, may declare this Agreement terminated on the happening of any one or more of the following events, and may exercise all rights of entry and re- entry to the Terminal Building: 1. If the Rentals and Fees, or other money payments that Airline herein agrees to pay, or any part hereof, shall be unpaid on the date by which payment is required to be made the same shall become due. 2. If Airline files a voluntary petition in bankruptcy, or makes a general assignment for the benefit of creditors, or if Airline is adjudicated as bankrupt. 3. The taking of jurisdiction of Airline or its assets by a court of competent jurisdiction pursuant to proceedings brought under the provisions of any federal reorganization act. Attachment number 1 \nPage 52 of 77 Item # 17 Augusta Regional Airport 49 US Airways Group, Inc. Agreement 4. The appointment of a receiver or a trustee of Airline's assets by a court of competent jurisdiction or a voluntary agreement with Airline's creditors and the same is not removed in ninety (90) days. 5. If any act occurs that deprives Airline permanently of the rights, powers, and privileges necessary for the proper conduct and operation of its Air Transportation business. 6. If Airline abandons and fails to use the Terminal Building for a period of thirty (30) days at any one time, except when arising out of or related to a Section 17.09 force majeure event. 7. If Airline uses or permits the use of its Leased Premises in the Terminal Building at any time for any purpose for which the use thereof at that time is not authorized by this Agreement, or by a subsequent written agreement between the parties, or permits the use thereof in violation of any law, rule, or regulation with which Airline has agreed in this Agreement to conform. 8. If Airline discontinues Air Transportation to the Airport as a consequence of Airline's filing of a bankruptcy petition, voluntary or involuntary, seeking a reorganization or readjustment of its indebtedness under the federal bankruptcy laws or under any other statute of the United States or any state thereof, or being adjudged bankrupt, Airline shall be deemed to have forfeited its leasehold space. 9. If Airline fails to operate at least weekly scheduled passenger service departures from the Airport, for a period of ninety (90) days or more (except when arising out of or related to a Section 17.09 force majeure event). 10. If Airline is in violation of any provision of this Agreement not cured within a sixty (60) day period as specified in the following paragraph. B. No termination declared by the Aviation Commission shall be effective unless and until at least sixty (60) days have elapsed after written notice to Airline specifying the date upon which such termination shall take effect and the cause for which it is being terminated. Notwithstanding such Attachment number 1 \nPage 53 of 77 Item # 17 Augusta Regional Airport 50 US Airways Group, Inc. Agreement default, no termination shall occur if Airline cures the default within said sixty (60) day period; provided that if cure would reasonably required a longer time to cure, the Airline may take such additional time to cure, as agreed upon by the Parties, as long as Airline commences to cure within the original sixty (60) day period and diligently pursues a cure. Section 13.04 Possession by the Aviation Commission In any of the aforesaid events in this Article 13, the Aviation Commission may take possession of Airline's Leased Premises upon termination of this Agreement and remove Airline's effects without being deemed guilty of trespassing. On said default, after expiration of any applicable cure period, the Aviation Commission shall have and reserve all of its available remedies at law as a result of said breach of this Agreement. Failure of the Aviation Commission to declare this Agreement terminated on default of Airline for any of the reasons set forth herein shall not operate to bar, destroy, or waive the right of the Aviation Commission to cancel this Agreement by reason of any subsequent violation of the terms hereof. ARTICLE 14 - RIGHTS O TERMIATIO OR REASSIGMET Section 14.01 Fixed Improvements It is the intent of this Agreement that any leasehold improvements and any alterations thereto shall be and remain the property of the Aviation Commission during the entire term of this Agreement and thereafter. Section 14.02 Personal Property On termination of this Agreement, Airline shall remove all Personal Property and leasehold improvements from its Leased Premises within thirty (30) days after said termination and restore the Leased Premises to their original condition, ordinary wear and tear excepted. If Airline fails to remove said Personal Property or leasehold improvements, the Aviation Commission may thereafter remove said property at Airline's expense. Attachment number 1 \nPage 54 of 77 Item # 17 Augusta Regional Airport 51 US Airways Group, Inc. Agreement ARTICLE 15 - ASSIGMET Section 15.01 Assignment Airline shall not assign or transfer this Agreement or any right or leasehold interests granted to it by this Agreement or otherwise transfer any interest in or to the Terminal Building without the prior written approval of the Executive Director. Said approval shall not be unreasonably withheld. The Aviation Commission expressly reserves the right to withhold approval of a proposed assignment of any ticket counter space, office area space, baggage makeup space, airline operations space, or hold room space with associated aircraft parking position(s) if any other such space is vacant and available for lease and/or use on a per-use basis. Section 15.02 Successors and Assigns Bound This Agreement shall be binding on and inure to the benefit of the successors and assigns of the parties hereto. ARTICLE 16 - GOVERMET ICLUSIO Section 16.01 Governmental Agreements This Agreement shall be subordinate to the provisions of any existing or future agreements between the Aviation Commission and the United States Government or other governmental authority, relative to the operation or maintenance of the Airport, the execution of which has been or will be required as a condition precedent to the granting of federal or other governmental funds for the development of the Airport, to the extent that the provisions of any such existing or future agreements are generally required by the United States or other governmental authority of other civil airports receiving such funds. The Aviation Commission agrees to provide Airline written advance notice of any provisions that would adversely modify the material terms of this Agreement. Section 16.02 Federal Government's Emergency Clause All provisions of this Agreement shall be subordinate to the rights of the United States of America to operate the Airport or any part thereof during time of war or national emergency. Such rights shall supersede any provisions of this Agreement inconsistent with the operations of the Airport by the United States of America. Attachment number 1 \nPage 55 of 77 Item # 17 Augusta Regional Airport 52 US Airways Group, Inc. Agreement Section 16.03 Nondiscrimination A. Airline, for itself, its personal representatives, successors in interest, and assigns, as a part of the consideration hereof, does hereby agree as a covenant running with the land that (1) no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination in the use of Airline Leased Premises, (2) in the construction of any improvements on, over, or under Airline Leased Premises and the furnishing of services thereon, no person on the grounds of race, color, or national origin shall be excluded from participation in, denied the benefits of, or be otherwise subjected to discrimination, and (3) Airline shall use the Airline Leased Premises in compliance with all other requirements imposed by or pursuant to 14 CFR Part 152 and Title VI of the Civil Rights Act of 1964 and 49 CFR, Subtitle A, Part 21, Nondiscrimination in Federally Assisted Programs of the Department of Transportation, and as such Title and Regulations may be amended. B. In the event of breach of any of the above nondiscrimination covenants that is not cured, the Aviation Commission shall have the right to terminate this Agreement after such action as the United States Government may direct to enforce this covenant has been followed and completed, including exercise or expiration of appeal rights. If said breach has been cured, Aviation Commission may not terminate Agreement. Section 16.04 Security Airline shall not bring into or operate any vehicle or motorized equipment within any air operations area, unless having first complied with all insurance provisions and requirements specified in this Agreement, as well as the Airport Vehicle Training Program and the Airport Tenant Security Program both of which as defined by the Aviation Commission and the TSA respectively. When operating within any air operations area, Airline shall cause its vehicles and equipment to move directly to and from the entrance gate or Airline Premises and the aircraft and shall not enter or move about any other non-movement area. Airline, its officers, employees, agents, and those under its control, shall comply with security measures required of Airline or the Aviation Commission by the FAA, TSA, U. S. Department of Transportation, or contained in any Airport master security plan approved by the TSA to include an Airport Tenant Security Program as outlined in 49 CFR Part 1542 respective to Airline's Exclusive Use Space. If Airline, its officers, employees, agents, or those under its control shall fail or refuse to comply with said measures and such noncompliance results in a monetary penalty being assessed against the Aviation Commission, then, in addition to the provisions Attachment number 1 \nPage 56 of 77 Item # 17 Augusta Regional Airport 53 US Airways Group, Inc. Agreement of Section 12.03. Airline shall be responsible and shall reimburse the Aviation Commission in the full amount of any such monetary penalty or other damages, including attorney fees and other costs to defend the Aviation Commission against such claims. Airline shall be responsible for having employee background checks performed through the Aviation Security Clearing House for all of its employees at the Airport. If Airline asks the Aviation Commission to perform these background checks for its employees at the Airport, Airline shall reimburse the Aviation Commission its cost plus fifteen percent (15%) for administration. Section 16.05 Environmental A. General Conditions. Notwithstanding any other provisions in this Agreement, and in addition to any and all other requirements of this Agreement or any other covenants, representations, or warranties of Airline, Airline hereby expressly covenants, warrants, and represents to the Aviation Commission, in connection with Airline's operations at the Airport, the following: 1. Airline is knowledgeable of all applicable federal, State of Georgia, and local environmental laws, ordinances, rules, regulations, and orders that apply to Airline's operations at the Airport and acknowledges that such environmental laws, ordinances, rules, regulations, and orders change from time-to-time, and Airline agrees to keep informed of any such future changes. 2. Airline shall not cause or permit any Hazardous Materials hereinafter to be placed, stored, generated, used, released, or disposed of in, on, under, about, or transported from any Airport premises by Airline, its agents, employees, contractors, or other person except in compliance with applicable Environmental Laws (as hereinafter defined). Any cost of remediating liabilities legally imposed on the Airport by the EPA directly caused by Airline’s operations at the Airport will be Additional Rent under this Agreement. 3. Airline shall comply, and shall at all times ensure that all Airport premises occupied by it are kept in compliance, with all applicable federal, State of Georgia, and local laws, ordinances, regulations, guidelines, and orders relating to health, safety and protection of persons, the public, and/or the environment with respect to Hazardous Materials (collectively "Environmental Laws"). Airline shall furnish upon the reasonable request of the Executive Attachment number 1 \nPage 57 of 77 Item # 17 Augusta Regional Airport 54 US Airways Group, Inc. Agreement Director, all non-privileged reports, assessments, or other documents satisfactory to the Aviation Commission showing that no Airport premises occupied by Airline are being used nor have been used by Airline for any activities involving, directly or indirectly, the use, generation, treatment, storage, or disposal of any Hazardous Materials in violation of applicable Environmental Laws. 4. Except for aboveground deicing fluid storage tanks, Airline shall not install or allow to be installed any aboveground or underground storage tanks on any Airport premises without the prior written consent of the Executive Director. For aboveground deicing fluid storage tanks, Airline must obtain the Executive Director’s written approval and obtain all necessary federal, State of Georgia, and local licenses and permits. Airline is responsible at its sole cost and expense for periodically having all of its storage tanks inspected and recertified if and to the extent required by applicable Environmental Laws. Copies of recertifications shall be provided to the Executive Director. 5. Except as provided herein, Airline shall keep Airline Leased Premises free of all environmental, health, or safety hazards and/or nuisances of any kind whatsoever. Prior to Airline's occupancy of any Airline Leased Premises, Airline and the Aviation Commission, or the Aviation Commission's designated agent, shall perform a visual inspection of the condition of premises to be occupied by Airline, and shall make written notation of any pre- existing conditions discovered; subsequently, Airline shall not be responsible to the Aviation Commission with respect to those or any other pre-existing conditions. 6. Airline shall notify the Aviation Commission promptly upon discovery of any Hazardous Material on, in, under, or emanating from Airport premises occupied by Airline, any release or threat of release of a Hazardous Material by Airline, illness caused by exposure thereto, as well as any actual or threatened, environmental, health, or safety liability, including, but not limited to, claims, lawsuits, notices of violation, complaints, and investigations. Airline shall immediately, and at its own expense, take all actions if and to the extent legally required to remediate, abate, and/or rectify any such conditions at or upon the Airport if caused by the Airline. If the Aviation Commission is required to remediate and/or abate any such conditions on or upon such premises, it may do so upon reasonable notice (under the circumstances) to Airline, and Airline shall pay all costs incurred by the Attachment number 1 \nPage 58 of 77 Item # 17 Augusta Regional Airport 55 US Airways Group, Inc. Agreement Aviation Commission if caused by the Airline, with copies provided to Airline of any reports, analyses, notices, claims, complaints, demands, investigations, requests for information, and/or other documents, correspondence, or other written materials relating to the environmental condition on or of the Airport premises at issue and/or Hazardous Materials on, in, under, or emanating from those premises upon receipt, completion, or delivery of such materials. 7. Except as may otherwise be provided herein or as approved by the Executive Director, Airline will not make or allow to be made any change in usage, additions, or improvements in, on, or to any Airport premises that will result in the presence or release of Hazardous Materials on any Airport premises. 8. If Airline breaches the obligations stated in this section then, Airline shall indemnify, and hold the Aviation Commission harmless from any and all resulting claims, judgments, damages, penalties, fines, costs, liabilities, or losses, including, without limitation, damages for the loss or restriction on use of Airline Leased Space or of any amenity of the premises, natural resource damages, damages arising from any adverse impact on marketing of space, damage to other property, or the environment, and sums paid in settlement of claims, attorney's fees, consultant and expert fees except to the extent caused by the negligence or willful misconduct of the Aviation Commission. Without limiting the foregoing, if the presence of any Hazardous Material on such premises caused or permitted by Airline results in any contamination of the premises, other property, or the environment, Airline shall promptly notify the Aviation Commission. 9. Airline agrees to cooperate with any investigation, audit, or inquiry by the Aviation Commission or any governmental agency regarding possible violation by Airline of any Environmental Laws or regulation upon the Airport. 10. Airline agrees that all remedies of the Aviation Commission as provided herein with regard to violation of any Environmental Laws shall be deemed cumulative in nature and shall survive termination of this Agreement. 11. Airline agrees that any notice of violation, notice of noncompliance, or other enforcement action shall be provided to the Aviation Commission within five business days Attachment number 1 \nPage 59 of 77 Item # 17 Augusta Regional Airport 56 US Airways Group, Inc. Agreement of receipt by Airline or Airline's agent. Any violation or noncompliance with Environmental Laws or ordinance shall be deemed a default under this Agreement. Such default may be cured within ten (10) days of receipt of notice of default from the Executive Director, or such longer period as may be required to effect a cure, provided Airline notifies the Executive Director of its intention to cure within said ten (10) days and thereafter diligently prosecutes the cure to completion. Any such default that is not cured shall be grounds for termination of this Agreement. 12. In entering into this Agreement, the Aviation Commission expressly relies on the covenants, representations, and warranties of Airline as stated herein. B. Stormwater. 1. Notwithstanding any other provisions or terms of this Agreement, Airline acknowledges that certain properties within the Airport, or on Airport land owned by Augusta-Richmond County, are subject to State and Federal stormwater rules and regulations. Airline agrees to observe and abide by such stormwater rules and regulations as may be applicable to the Aviation Commission's property and uses thereof. 2. The Aviation Commission and Airline both acknowledge that close cooperation is necessary to ensure compliance with any stormwater discharge permit terms and conditions, as well as to ensure safety and to minimize cost of compliance. Airline acknowledges further that it may be necessary to undertake such actions to minimize the exposure of stormwater to "significant materials" generated, stored, handled, or otherwise used by Airline, as such term may be defined by applicable stormwater rules and regulations, by implementing and maintaining "best management practices" as that term may be defined in applicable stormwater rules and regulations. 3. The Aviation Commission will provide Airline with written notice of any stormwater discharge permit requirements applicable to Airline and with which Airline will be obligated to comply from time-to-time, including, but not limited to: certification of non-stormwater discharges; collection of stormwater samples; preparation of stormwater pollution prevention or similar plans; implementation of best management practices; and maintenance of necessary records. Such written notice shall include applicable deadlines. Airline agrees that Attachment number 1 \nPage 60 of 77 Item # 17 Augusta Regional Airport 57 US Airways Group, Inc. Agreement within ten (10) days of receipt of such written notice, it shall notify the Aviation Commission in writing if it disputes any of the stormwater permit requirements it is being directed to undertake. If Airline does not provide such timely notice, Airline will be deemed to assent to undertake such stormwater permit requirements. In that event, Airline agrees to undertake, at its sole expense, unless otherwise agreed to in writing between the Aviation Commission and Airline, those stormwater permit requirements for which it has received written notice from the Executive Director, and Airline agrees that it will hold harmless and indemnify the Aviation Commission for any violations or noncompliance with any such permit requirements. C. Solid and Hazardous Waste. 1. If Airline is deemed to be a generator of Hazardous Waste, as defined by Environmental Laws, Airline shall obtain a generator identification number from the U.S. Environmental Protection Agency and shall comply with all Environmental Laws, including but not limited to, ensuring that the transportation, storage, handling, and disposal of such Hazardous Wastes are conducted in full compliance with applicable law. 2. Airline agrees to provide the Aviation Commission, upon request, copies of all hazardous waste generator application documentation, monitoring reports, transportation, responses, storage and disposal plans, and material safety data sheets within ten (10) days of any such requests by the Aviation Commission. ARTICLE 17 - MISCELLAEOUS Section 17.01 Noninterference with Airport Operations Airline, by accepting this Agreement, expressly agrees for itself, its successors, and assigns that it will not make use of its Leased Premises in any manner that interferes with the landing and taking off of aircraft at the Airport or otherwise constitute a hazard. In the event the aforesaid covenant is breached, on reasonable notice to Airline and opportunity to cure, the Aviation Commission reserves the right to enter the Airline Leased Premises and cause the abatement of such interference at the expense of Airline. Attachment number 1 \nPage 61 of 77 Item # 17 Augusta Regional Airport 58 US Airways Group, Inc. Agreement The Aviation Commission shall maintain and keep in repair the Airport landing areas, including taxiways, and shall have the right to direct and control all activities of Airline in this regard. Section 17.02 Headings of Articles and Sections The headings of the various articles and sections of this Agreement are merely for convenience of reference and do not limit the content of the articles and sections. Section 17.03 Governing Law This Agreement and all disputes arising hereunder shall be governed by the laws of the State of Georgia, with venue in Augusta-Richmond County, Georgia. Section 17.04 Quiet Enjoyment Airline shall, on payment of the Rentals and Fees as herein required, and subject to the performance and compliance by Airline of the covenants, conditions, and agreements on the part of Airline to be performed and complied with hereunder, peaceably have and enjoy the rights, uses, and privileges of the Airport, its appurtenances, and facilities as granted hereby and subject to the Rules and Regulations. Section 17.05 Incorporation of Exhibits All exhibits referred to in this Agreement are intended to be and hereby are specifically incorporated and made a part of this Agreement. Section 17.06 Incorporation of Required Provisions The parties incorporate herein by this reference all applicable provisions lawfully required to be contained herein by any governmental body or federal agency having the authority to regulate or control Airport operations or air traffic Section 17.07 Entire Agreement This Agreement, together with all exhibits attached hereto, constitutes the entire agreement between the parties hereto, and all other representations or statements heretofore made, verbal or written, are merged herein. This Agreement may be amended only in writing and executed by duly authorized representatives of the parties hereto. Attachment number 1 \nPage 62 of 77 Item # 17 Augusta Regional Airport 59 US Airways Group, Inc. Agreement Section 17.08 Non-waiver of Rights No waiver by either party, at any time, of any of the terms, conditions, covenants, or agreements herein, or of any forfeiture, shall be deemed or taken as a waiver at any time thereafter of the same or any other term, condition, covenant, or agreement herein contained, nor of the strict and prompt performance thereof. No delay, failure, or omission of the Aviation Commission to re-enter the Terminal Building, and no subsequent acceptance by the Aviation Commission of rentals then or thereafter accrued, and no delay, failure, or omission of either party to exercise any right, power, privilege, or option arising from any default shall impair any such right, power, privilege, or options, or be construed to be a relinquishment thereof, or a waiver of such default or acquiescence therein, and no notice by either party shall be required to restore or revive any option, right, power, remedy, or privilege after waiver by such party of default in one or more instances. No option, right, power, remedy, or privilege of either party shall be construed as being exhausted or discharged by the exercise thereof in one or more instances. All rights provided by this Agreement shall be cumulative, and no one of them shall be exclusive of the other or exclusive of any other remedies provided by law, and the exercise of one right, power, option, or remedy by either party shall not impair its rights to exercise any other right, power, option, or remedy. Section 17.09 Force Majeure Neither the Aviation Commission nor Airline shall be deemed to be in breach of this Agreement by reason of failure to perform any of its obligations hereunder, during and to the extent that such failure is due to strikes, boycotts, labor disputes, embargoes, shortages of materials, acts of God, acts of a public enemy, acts of superior governmental authority, weather conditions, floods, riots, rebellion, sabotage, or any other circumstances for which it is not responsible, and which are not within its control. This provision shall not apply to failures by Airline to pay Rentals and Fees, or to make any other money payments required by this Agreement. This Section 17.09 shall not prevent either party from exercising its rights of termination specified under Articles 13 and 14. Section 17.10 General Interpretation Insofar as this Agreement grants, permits, or contemplates the use of space or facilities or the doing of any other act or thing at the Airport by Airline, such use or the doing of such act or thing by Airline is to be in connection with the operation of its Air Transportation business for the carriage by aircraft of persons, property, cargo, and mail on scheduled or nonscheduled flights, whether as a common carrier, a contract carrier, a private carrier, or otherwise. Each of the parties, however, has Attachment number 1 \nPage 63 of 77 Item # 17 Augusta Regional Airport 60 US Airways Group, Inc. Agreement entered into this Agreement solely for its own benefit; and (without limiting the right of either party to maintain suits, actions, or other proceedings because of breaches of this Agreement) the Agreement does not grant to any third person (excepting a successor party to the Aviation Commission or Airline) a right to claim damages or bring any suit, action, or other proceeding against either the Aviation Commission or Airline because of any breach hereof. Section 17.11 Agreements between the Aviation Commission and Other Airlines The Aviation Commission agrees not to enter into any scheduled airline operating agreement and terminal building lease with any other airline conducting similar operations at the Airport after the date of this Agreement that contains more favorable Rentals and Fees and other terms and conditions than those provided in this Agreement. The above notwithstanding, the Aviation Commission reserves the right to offer incentives, in any form, including the abatement of rentals and fees for a period of time, to airlines offering new air services, subject to and in compliance with, all Federal Grant Assurances, the FAA’s Revenue Use Policy and applicable laws. Said incentives may provide an airline offering new air service more favorable terms, conditions, rentals, and fees for an initial period of time. Airline shall not be required to recompense the Aviation Commission for financial shortfalls, if any, caused by the offering of incentives. Section 17.12 Rights Non-Exclusive Notwithstanding anything herein contained that may be or appear to the contrary, the rights, privileges, and licenses granted under this Agreement, are "non-exclusive" and the Aviation Commission reserves the right to grant similar privileges to others, provided that, in doing so, the Aviation Commission does not interfere nor alter, or purport to alter, Airline's rights and privileges hereunder. Section 17.13 Capacity to Execute The individuals executing this Agreement personally warrant that they have full authority to execute this Agreement on behalf of the entity for whom they are acting herein. Section 17.14 Acknowledgment The parties hereto acknowledge that they have thoroughly read this Agreement, including any exhibits or attachments hereto and have sought and received whatever competent advice and counsel was necessary for them to form a full and complete understanding of all rights and obligations herein. Attachment number 1 \nPage 64 of 77 Item # 17 Augusta Regional Airport 61 US Airways Group, Inc. Agreement The parties further acknowledge that this Agreement is the result of extensive negotiations between the parties and shall not be construed against the Aviation Commission by reason of the preparation of this Agreement by the Aviation Commission. Section 17.15 Severability In the event that any covenant, condition, or provision of this Agreement is held to be invalid by any court of competent jurisdiction, the invalidity of such covenant, condition, or provision shall not materially prejudice either the Aviation Commission or Airline in their respective rights and obligations contained in the valid covenants, conditions, or provisions of this Agreement. Section 17.16 Approvals Unless otherwise stated, whenever this Agreement calls for approval by the Aviation Commission, such approval shall be evidenced by the written approval of the Executive Director. Any approval required by either party to this Agreement shall not be unreasonably withheld, conditioned, or delayed. Section 17.17 Notices All notices, requests, consents, and approvals served or given under this Agreement shall be served or given in writing with proof of delivery. If intended for the Aviation Commission, notices shall be delivered to: Executive Director Augusta Regional Airport 1501 Aviation Way Augusta, Georgia 30906-9620 or to such other address as may be designated by the Executive Director by written notice to Airline. Notices to Airline shall be delivered to: US/Overnight Mail: James Seadler Charlotte Douglas International Airport 5501 Josh Birmingham Parkway C/O US Airways Corporate Real Estate CLT/A300 Charlotte, NC 28214 Attachment number 1 \nPage 65 of 77 Item # 17 Augusta Regional Airport 62 US Airways Group, Inc. Agreement or to such other address as may be designated by Airline by written notice to the Aviation Commission. Section 17.18 Agent for Service It is expressly understood and agreed that if Airline is not based in the State of Georgia, or is an association or partnership without a member or partner resident in said state, Airline shall appoint an agent, qualified to do business in the State of Georgia, for the purpose of service of process in any court action between it and the Aviation Commission arising out of or based upon this Agreement. Airline shall, within ten (10) days of execution of this Agreement, notify the Aviation Commission, in writing, of the name and address of said agent. Such service shall be made as provided by the laws of the State of Georgia for service upon a nonresident engaging in business in the State. It is further expressly agreed, covenanted, and stipulated that, if for any reason, such service of process is not possible, as an alternative method of service of process, Airline may be personally served out of the State of Georgia by the registered mailing of such service at the address set forth above. Section 17.19 Time Is of the Essence Time is of the essence in this Agreement. I WITESS WHEREOF , the parties hereto have caused these presents to be executed on the day and year first above written. ATTEST: AVIATION COMMISSION: By: Secretary Aviation Commission Chair ATTEST: US Airways, Inc: By: Secretary President ATTEST: AUGUSTA-RICHMOND COUNTY: Attachment number 1 \nPage 66 of 77 Item # 17 Augusta Regional Airport 63 US Airways Group, Inc. Agreement By: Clerk Mayor Attachment number 1 \nPage 67 of 77 Item # 17 Augusta Regional Airport 64 US Airways Group, Inc. Agreement EXHIBIT A AIRPORT LAYOUT PLA Attachment number 1 \nPage 68 of 77 Item # 17 Augusta Regional Airport 65 US Airways Group, Inc. Agreement EXHIBIT B AIRPORT COST CETERS Attachment number 1 \nPage 69 of 77 Item # 17 Augusta Regional Airport 66 US Airways Group, Inc. Agreement EXHIBIT C Page 1 of 3 Attachment number 1 \nPage 70 of 77 Item # 17 Augusta Regional Airport 67 US Airways Group, Inc. Agreement Attachment number 1 \nPage 71 of 77 Item # 17 Augusta Regional Airport 68 US Airways Group, Inc. Agreement EXHIBIT C Page 2 of 3 Attachment number 1 \nPage 72 of 77 Item # 17 Augusta Regional Airport 69 US Airways Group, Inc. Agreement EXHIBIT C Page 3 of 3 Attachment number 1 \nPage 73 of 77 Item # 17 Augusta Regional Airport 70 US Airways Group, Inc. Agreement EXHIBIT D RATES FOR RETALS AD FEES CATEGORY UIT 2011 2012 I. Terminal Building Rental Rate Per Square Foot $30.47 $39.10 II. Apron Area Rental Rate Per Position $5,556 $6,706 III. Loading Bridge Rate Per Bridge $1,167 $1,500 IV. Landing Fee Rate Per MLW $ 1.41 $2.93 As set forth in Section 5 and Section 6: I. Terminal Building Rental Rate Direct and indirect Operation and Maintenance Expense +) Annual Debt Service and Coverage net of PFC Proceeds +) Debt Service Requirement per Bond Resolution +/-) Credit/Deficit from the previous Fiscal Year -) Competitive Credit -) Incentive Credit ÷) Square Footage occupied/used Attachment number 1 \nPage 74 of 77 Item # 17 Augusta Regional Airport 71 US Airways Group, Inc. Agreement EXHIBIT E RESPOSIBILITIES OF AVIATIO COMMISSIO AD AIRLIE S FOR OPERATIO AD MAITEACE OF TERMIAL BUILDIG Airline’s Responsibility Unless otherwise provided, Airline shall at its sole cost and expense, maintain the non-public view portions of Airline’s leased areas and every part thereof in good appearance, repair, and safe condition including but not limited to: 1. Maintain all improvements in Airline’s leased areas, including furnishing, fixtures, and equipment whether installed by Airline or the Aviation Commission. 2. Maintain all interior walls, ceilings, doors, floor finishes and carpeting, all locks, interior lamping, building glass, all interior painting and finishes. 3. Maintain all plumbing systems and fixtures within Airline’s leased areas. 4. Provide all janitorial services to its non-public view leased areas. Aviation Commission’s Responsibilities Unless otherwise provided, Aviation Commission shall at its sole cost and expense, maintain the public view portions of Airline’s leased areas and the remainder of the Terminal and every part thereof in good appearance, repair, and safe condition including but not limited to: 1. Maintain the Terminal Building structural members, exterior structure and finish, and roof of the Terminal Building. 2. Maintain all pavements and subsurface drainage structures in the Assigned Areas. 3. Maintain the building heating, ventilation, air conditioning (HVAC) as well as the electrical systems and lighting fixtures in the Terminal (excluding the non-public view leased area of Airline). Relamping of the Terminal (Excluding airline non-public view space). 4. Provide janitorial services in the Terminal for Preferential, joint use, common and public space. 5. Maintain the landscaping and exterior areas of the landside of the Terminal. 6. Maintain baggage conveyor and baggage handling systems for both outbound and inbound bags. Attachment number 1 \nPage 75 of 77 Item # 17 Augusta Regional Airport 1 US Airways Group, Inc. Agreement EXHIBIT E RESPOSIBILITIES OF THE AVIATIO COMMISSIO AD AIRLIES FOR OPERATIO & MAITEACE OF TERMIAL BUIL DIG SCHEDULED AIRLIE OPERATIG AGREEMET AD TERMIAL B UILDIG LEASE Exclusive Use Premises Joint Use Premises Preferential Use Premises Ticket Counters Offices & Operations Bag Make-up Baggage Claim Aircraft Aprons Hold- rooms Air Conditioning COMMISSION COMMISSION n/a COMMISSION n/a COMMISSION Heating COMMISSION COMMISSION COMMISSION COMMISSION n/a COMMISSION Lighting a. Bulb & Tube Replacement AIRLINE AIRLINE COMMISSION COMMISSION COMMISSION COMMISSION b. Maintenance AIRLINE AIRLINE COMMISSION COMMISSION COMMISSION COMMISSION Electrical Maintenance AIRLINE AIRLINE COMMISSION COMMISSION COMMISSION COMMISSION Water a. Distribution n/a COMMISSION COMMISSION n/a COMMISSION n/a b. Fixtures n/a COMMISSION COMMISSION n/a n/a n/a Sewage n/a a. Distribution n/a COMMISSION COMMISSION n/a n/a n/a b. Fixtures n/a COMMISSION COMMISSION n/a n/a n/a Maintenance a. Other than Structure AIRLINE AIRLINE AIRLINE COMMISSION COMMISSION COMMISSION b. Structure COMMISSION COMMISSION COMMISSION COMMISSION COMMISSION COMMISSION c. Exterior n/a COMMISSION COMMISSION COMMISSION COMMISSION n/a Custodial Service AIRLINE AIRLINE AIRLINE COMMISSION COMMISSION n/a Window Cleaning a. Exterior n/a n/a n/a COMMISSION n/a COMMISSION b. Interior n/a n/a n/a COMMISSION n/a COMMISSION Ramp - Concrete Repair n/a n/a n/a n/a COMMISSION n/a Snow Removal a. Larger ramp area n/a n/a n/a n/a n/a n/a b. Gate areas & walkway to aircraft n/a n/a n/a n/a n/a n/a At t a c h m e n t n u m b e r 1 \ n P a g e 7 6 o f 7 7 It e m # 1 7 Augusta Regional Airport 1 US Airways Group, Inc. Agreement EXHIBIT F AUGUSTA REGIOAL AIRPORT MOTHLY ACTIVITY REPORT Augusta Regional Airport Monthly Statistical Information Due by the 10th of the Month Carrier:PSA Reporting Period: Landing Information Monthly Statistics Number Enplane Deplane Charter Flights Revenue Passengers 2,367 2,484 Diverted Flights Non Revenue Passengers 126 80 Scheduled Flights 65 Total Passengers 2,493 2,564 Canceled Flts Due to: ATC Seating Capacity 3,250 3,250 Crew (CW) Holiday Reduction (HR) Mail (Pounds) Maintenance (MT) Express (Pounds) Prescheduled XLN (PC) Freight (Pounds) 160 1,043 Weather (WX) Aircraft Damage Other-Apt Const/Rwy.Const Flights Operated 65 A B C D Type of Aircraft Gross Certified Number of Landing Fee Calculation at Total Landing Weight Landings $ .77 per 1000 pounds Charge 0.00 65 2,352.35 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 0.00 65 2,352.35 0-15 min 60 16-30 min 1 31-60 min 0 I hereby certify that this is a true and correct statement: 60 min+ 4 Station Managers Lost Bag Claims 0 Signature PAWOB 0 Date 8/8/08 114,000 B737-500 (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= 42,000 B767-800 MD 88 108,000 350,000 TOTAL NO. OF LANDINGS CRJ-400 CRJ-700 B737-400 EMB145 XRJ CRJ-900 B737-300 67,000 44,092 73,500 24,800 B737-800 EMB145 EMB145 -LR 42,549 41,226 15,906 34,500 110,000 146,300 144,000 July EMB145-ER 47,068 (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= AT7 47,000 EMB135 40,785 47,000 TOTAL CHARGES Landing Fees Gregory Campbell Departure Performance CRJ-200 EMB120 J-31 Dash 8 Dash 8-300 47,000 (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= (B) X (C) / 1,000 X $0.77= Attachment number 1 \nPage 77 of 77 Item # 17 Commission Meeting Agenda 10/15/2013 2:00 PM Amend the current Sustainable Development Implementation Program Contract Department:Planning and Development Dept. Caption:Motion to extend the current Augusta Sustainable Development Implementation Program contract to provide services to create a unified development ordinance to assist with the implementation of sustainable development initiatives; with the Planning & Development Department to provide the Commission with additional details regarding the amount of grant funds to be allocated. (Approved by Administrative Services Committee October 7, 2018) Background:The Augusta Sustainable Development Implementation Program Agenda was approved by the City in 2008. The plan has assessed different “character areas” of the city and laid out a process by which Augusta would grow through managing development proactively and with a focus on preserving and enhancing green spaces. Analysis: Financial Impact:Funds will be provided through the Sustainable Development Grant Alternatives:Approve or deny the request for extension Recommendation:Approve Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Cover Memo Item # 18 Law. Administrator. Clerk of Commission Cover Memo Item # 18 Commission Meeting Agenda 10/15/2013 2:00 PM Butler Creek Park Project Park Naming Department:Recreation, Parks and Facilities Caption:Motion to approve the recommendation to officially name the new Butler Creek Park Project, “Butler Creek-North View Community Park”. (Approved by Administrative Services Committee October 7, 2013) Background:This park development project is located at Highway 56 and Phinizy Road. Park access is off of Carmichael Road adjacent to the North View Community Subdivision. The Augusta Recreation, Parks and Facilities Department has developed a great partnership with the North View Community Association. Working hand in hand from the conceptual plan, through design, and now through the construction phase, this partnership demonstrates what positive things a community can accomplish when they work in concert. Analysis:In an effort to provide public engagement and to reflect the historical and geographical location of this park development, the Department, in accordance to Ordinance 7386, and in conjunction with the North View Community Association, Inc., proudly recommends the new park development along Butler Creek in South Richmond County be named “Butler Creek-North View Community Park”. (See Attached) Financial Impact:N/A Alternatives:1. To Approve the naming of this park development “Butler Creek-North View Community Park”. 2. Move No Action. Recommendation:1. Move to Approve. Funds are Available in the Following Accounts: N/A Cover Memo Item # 19 REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 19 Attachment number 1 \nPage 1 of 1 Item # 19 Commission Meeting Agenda 10/15/2013 2:00 PM Economic Development/tourist attractions Department: Caption:Motion to approve tasking the Administrator with adding this item to discuss economic development in association with new tourist attractions in Augusta at the next Commission Retreat. (Approved by the Administrative Services Committee October 7, 2013) Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 20 Commission Meeting Agenda 10/15/2013 2:00 PM Appove funding in the amount of $625,000.00 from the Governors Office of Highway Safety to participate in the HEAT Initiative Department:Richmond County Sheriff's Office Caption:Approve a request from the Richmond County Sheriff's Office (RCSO) to accept a 100% reimbursable grant with funding in the amount of $625,000.00 to participate in the Governors Office of Highway Safety (GOHS), Highway Enforcement of Aggressive Traffic (H.E.A.T.) Task Force. Background:GOHS and RCSO has identified Richmond County an area that as considerable traffic problems related to impaired driving, speed/aggressive driving and occupant protection. Accident involving these driving safety issues have resulted in fatalities and serious injuries. To assist in addressing these driving safety issues GOHS is allocating funding to allow RCSO to participate in the H.E.A.T. program. This funding will allow RCSO to fully equip three (3) deputies to address driver safety issues. H.E.A.T allows for the salaries of two (2) deputies and three fully equipped traffic enforcement vehicles. The H.E.A.T. program is a three (3) year financial commitment from GOHS. (1st year $250,000.00, 2nd year $200,000.00, 3rd year $175,000.00). Analysis: Financial Impact:This is a 100% reimbursable grant from GOHS with the 1st year funding not to exceed $250,000.00. RCSO will submit documentation to GOHS for reimbursement Alternatives:None Recommendation:Approve fund for RCSO to partcipate in the GOHS H.E.A.T. program for the next 3 years. Funds are Available in the Following Accounts: Funds are available in fund 220 Cover Memo Item # 21 REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 21 Attachment number 1 \nPage 1 of 31 Item # 21 Attachment number 1 \nPage 2 of 31 Item # 21 Attachment number 1 \nPage 3 of 31 Item # 21 Attachment number 1 \nPage 4 of 31 Item # 21 Attachment number 1 \nPage 5 of 31 Item # 21 Attachment number 1 \nPage 6 of 31 Item # 21 Attachment number 1 \nPage 7 of 31 Item # 21 Attachment number 1 \nPage 8 of 31 Item # 21 Attachment number 1 \nPage 9 of 31 Item # 21 Attachment number 1 \nPage 10 of 31 Item # 21 Attachment number 1 \nPage 11 of 31 Item # 21 Attachment number 1 \nPage 12 of 31 Item # 21 Attachment number 1 \nPage 13 of 31 Item # 21 Attachment number 1 \nPage 14 of 31 Item # 21 Attachment number 1 \nPage 15 of 31 Item # 21 Attachment number 1 \nPage 16 of 31 Item # 21 Attachment number 1 \nPage 17 of 31 Item # 21 Attachment number 1 \nPage 18 of 31 Item # 21 Attachment number 1 \nPage 19 of 31 Item # 21 Attachment number 1 \nPage 20 of 31 Item # 21 Attachment number 1 \nPage 21 of 31 Item # 21 Attachment number 1 \nPage 22 of 31 Item # 21 Attachment number 1 \nPage 23 of 31 Item # 21 Attachment number 1 \nPage 24 of 31 Item # 21 Attachment number 1 \nPage 25 of 31 Item # 21 Attachment number 1 \nPage 26 of 31 Item # 21 Attachment number 1 \nPage 27 of 31 Item # 21 Attachment number 1 \nPage 28 of 31 Item # 21 Attachment number 1 \nPage 29 of 31 Item # 21 Attachment number 1 \nPage 30 of 31 Item # 21 Attachment number 1 \nPage 31 of 31 Item # 21 Commission Meeting Agenda 10/15/2013 2:00 PM Approve the Augusta Information Technology Department to develop a plan to implement an Augusta Government Channel. Department:Information Technology Department Caption:Approve the Augusta Information Technology Department to develop a plan to implement an Augusta Government Channel. Background:Historically, Augusta has relied on conventional media outlets to convey information publically. Previously, Public Service Announcements (PSAs) in conjunction with radio and television have been used, when necessary, to promote City events, agendas, etc. and to televise Committee and Commission Meetings. A government channel will provide another means to accomplish these items and provide additional transparency. Analysis:As constituent’s desire to be informed has increased, Information Technology has investigated possible methods of delivering information to the citizens of Augusta. Other agencies of similar size and geography have successfully utilized a dedicated government channel. A local cable provider has agreed to allow Augusta to use a dedicated channel for this purpose, at no charge and a Memorandum of Understanding (MOU) would govern the use of this channel. Augusta would use this channel to provide information on existing SPLOST Projects, Government Initiatives, Safety Programs, Community Announcements, Live Event Broadcasting, Job Listings, etc. The Augusta Government Channel can also produce training videos for internal use and for televising, as needed. Additionally, the equipment and personnel will be used to edit Committee and Commission Meetings to produce a more professional product than can currently be produced without the use of multiple cameras and editing. Financial Impact:The capital cost to start the program is estimated at approximately $180,000 for equipment. The annual ongoing cost to operate is to be included in the 2014 budget request: (This will include staffing, maintenance, etc.) Alternatives:Not approve the request.Cover Memo Item # 22 Recommendation:Approve the the Augusta Information Technology Department to develop a plan to implement an Augusta Government Channel. Funds are Available in the Following Accounts: Funds would be requested as part of the 2014 Budget Request. REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 22 Commission Meeting Agenda 10/15/2013 2:00 PM Coroner's Office Roofing Department:Coroner Caption:Receive as information the information regarding the emergency installation of a new roof for the Coroner's Office. Background:The roofing had been budgeted and funded for FY 2013. The roofing of the coroner's office has been completed under emergency procedures. The roofing bid was let following the Augusta Procurement Code, but due to the condition of the roof, we were NOT able to perform our duties when it was raining. The roofing services were required to be completed before they could be sent to the normal approval process. Analysis: Financial Impact:funded for FY-2013 in Captail expenses (56 K) Alternatives: Recommendation: Funds are Available in the Following Accounts: 272-03-6110/54.13120 ---- 53,820.00 REVIEWED AND APPROVED BY: Cover Memo Item # 23 Invitation to Bid Sealed bids will be received at this office on Friday, July 12, 2013 @ 11:00 a.m. for furnishing: Bid Item 13-161 Roof Replacement – 912 8th Street for Augusta Coroner Bids 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 30901 706-821-2422 Bid documents may be viewed on the Augusta, Georgia web site under the Procurement Department ARCbid. Bid documents may be obtained at the office of the Augusta, GA Procurement Department, 530 Greene Street – Room 605, Augusta, GA 30901. Documents may be examined during regular business hours at the offices of Augusta, GA Procurement Department. A Mandatory Pre Bid Conference will be held on Friday, June 21, 2013 @ 10:00 a.m. in the Procurement Department, 530 Greene Street, Room 605. All questions must be submitted in writing by fax to 706 821-2811 or by email to procbidandcontract@augustaga.gov to the office of the Procurement Department by Tuesday, June 25, 2013 @ 5:00 p.m. No bid will be accepted by fax, all must be received by mail or hand delivered. The local bidder preference program is applicable to this project. To be approved as a local bidder and receive bid preference an eligible bidder must submit a completed and signed written application to become a local bidder at least thirty (30) days prior to the date bids are received on an eligible local project. An eligible bidder who fails to submit an application for approval as a local bidder at least thirty (30) days prior to the date bids are received on an eligible local project, and who otherwise meets the requirements for approval as a local bidder, will not be qualified for a bid preference on such eligible local project. No Bid may be withdrawn for a period of 90 days after time has been called on the date of opening. A 10% Bid bond is required to be submitted along with the bidders’ qualifications; a 100% performance bond and a 100% payment bond will be required for award. Invitation for bids and specifications. An invitation for bids shall be issued by the Procurement Office and shall include specifications prepared in accordance with Article 4 (Product Specifications), and all contractual terms and conditions, applicable to the procurement. All specific requirements contained in the invitation to bid including, but not limited to, the number of copies needed, the timing of the submission, the required financial data, and any other requirements designated by the Procurement Department are considered material conditions of the bid which are not waiveable or modifiable by the Procurement Director. All requests to waive or modify any such material condition shall be submitted through the Procurement Director to the appropriate committee of the Augusta, Georgia Commission for approval by the Augusta, Georgia Commission. Please mark BID number on the outside of the envelope. Bidders are cautioned that acquisition of BID documents through any source other than the office of the Procurement Department is not advisable. Acquisition of BID documents from unauthorized sources places the bidder at the risk of receiving incomplete or inaccurate information upon which to base his qualifications. GERI A. SAMS, Procurement Director Augusta Chronicle May 30, June 6, 13, 20, 2013 Metro Courier June 5, 2013 Revised: 8/15/2011 Attachment number 1 \nPage 1 of 1 Item # 23 Attachment number 2 \nPage 1 of 2 Item # 23 Attachment number 2 \nPage 2 of 2 Item # 23 Attachment number 3 \nPage 1 of 1 Item # 23 Attachment number 4 \nPage 1 of 4 Item # 23 Attachment number 4 \nPage 2 of 4 Item # 23 Attachment number 4 \nPage 3 of 4 Item # 23 Attachment number 4 \nPage 4 of 4 Item # 23 Attachment number 5 \nPage 1 of 1 Item # 23 VENDORS Attachment B E-Verify #SAVE Form Bid Bond Addendum 1 Bid Price Thomson Roofing P. O. Box 185 Thomson, GA 30824 Yes 99991 Yes Yes Yes $53,825.00 Roofing Professionals, Inc 1810E Wylds Road Augusta, GA 30909 Yes 63141 Yes Yes Yes $53,825.00 Southern Roofing 511 Skyview Drive Augusta, GA 30901 No Bid Response Modern Roofing 1241 Gordon Park Road Augusta, GA 30901 Late/Non- Compliant Summers Roofing 135 Mauldin Drive Alpharetta, GA 30004 Yes 229586 Yes Yes Yes $74,972.00 Bid Item #13-161 Roof Replacement - 912 8th Street for Augusta, Georgia - Coroner's Office Bid Due: Friday, July 12, 2013 @ 11:00 a.m. the following vendors did not respond: Eastern Corporation / 1880 West Oak Parkway / Marietta, GA 30062 Summit Green Solutions / 3070 Damacus Rd.,Suite A / Augusta, GA 30909 Continental Construction / 4190 Crosstown Court / Evans, GA 30809 Youngs Roofing / 311 Padrick Street / Martinez, GA 30807 Blount's Complete Home / 2907C Tobacco Road / Hephzibah, GA 30815 Award - Local Vendor Preference Page 1 of 1 Attachment number 6 \nPage 1 of 1 Item # 23 Commission Meeting Agenda 10/15/2013 2:00 PM Emergency Repair of 9-1-1 Center recording system Department:Augusta 9-1-1 Center Caption: For information - It was necessary that the system be fully operational and dependable which was not the case with the current recorder. We have had to replace hard drives recently; a workstation interface; and various other components. The current maintenance contract and SMA for the system is expired. The best approach is to replace the logging recorder system and related maintenance agreements keeping in mind that the first year maintenance should be covered by purchase of the new equipment. Background:We recently discovered the 9-1-1 Center’s recording system is in need of repair due to recent gaps in recordings. The current logging recorder system was purchased from DECA in 2008. This logging recorder system is mandated equipment for a 9-1-1 System, and is also a standard of NFPA (National Fire Protection Association) and is part of the fire rating system for insurance purposes. The recordings are also subpoenaed regularly by State Court, Superior Court and Civil Court, as well as other entities and as such considered evidence in various types of cases. Analysis:Due to the problems and technological advances and the pending change to NG 911 our best and most cost effective option is to upgrade our current system. The upgrade will enable the department to continue to utilize all the current recordings that are stored and they will be fully compatible on the new recording system for playback as the same manufacturer and sampling rate are being employed. The quote provided by DECA is a savings of 50% over a replacement system which is offered to the department since we are a current user of their product. Financial Impact:The cost for replacement of the logging recorder was $30,065 and R&M Contract Equipment account(216037110/5223112)has enough funds to cover this cost. Alternatives:N/A Cover Memo Item # 24 Recommendation: Funds are Available in the Following Accounts: Funds are available in the R&M Contract Equipment (216037110/5223112)account to cover this cost. REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 24 Attachment number 1 \nPage 1 of 10 Item # 24 Attachment number 1 \nPage 2 of 10 Item # 24 Attachment number 1 \nPage 3 of 10 Item # 24 Attachment number 1 \nPage 4 of 10 Item # 24 Attachment number 1 \nPage 5 of 10 Item # 24 Attachment number 1 \nPage 6 of 10 Item # 24 Attachment number 1 \nPage 7 of 10 Item # 24 Attachment number 1 \nPage 8 of 10 Item # 24 Attachment number 1 \nPage 9 of 10 Item # 24 Attachment number 1 \nPage 10 of 10 Item # 24 Commission Meeting Agenda 10/15/2013 2:00 PM Memorandum of Understanding with GEMA regarding trailer storage Department:Fire Department (EMA) Caption:Approve Memorandum of Understanding with Georgia Emergency Management Agency regarding the storage of a trailer for use in emergencies on Augusta Fire Department property. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 25 MEMORANDUM OF UNDERSTANDlNG/AGREEMENT BETWEEN STATE OF GEORGIA GEORGIA EMERGENCY MANAGEMENT AGENCY (GEMA), And AUGUSTA, GEORGIA 1. PARTIES. The parties to this Agreement are GEMA and Augusta-Richmond County located within the State of Georgia. 2. PURPOSE. The purpose of this Agreement is to set forth terms by which GEMA shall provide Emergency Evacuation Shelter equipment and other items as listed on Exhibit A to Augusta- Richmond County located within the State of Georgia. On July 9, 2012, the Department of Homeland Security, FEMA issued grant number EMW-2012-EP-00051-S01 to the State of Georgia. Under this grant, GEMA will use grant funding from the Fiscal Year 2012 EMPG Program to support all-hazards emergency management mission areas. 3. RESPONSIBILITIES. A. Obligations of Augusta-Richmond County I. Commitment to participate in annual reviews by GEMA of designated and local shelter coordination planning sessions prior to the advent of the Hurricane Season, June 1. II. Commitment to cooperate with the Georgia Emergency Management Agency (GEMA) and the American Red Cross (ARC) if the State requests that the community open an Emergency Evacuation Shelter and to notify GEMA and ARC if the local community believes that a local Emergency Evacuation Shelter should be opened. III. Commitment to participate with the American Red Cross in the hosting of annual shelter training for local volunteers and state agency staff participating in operation of Emergency Evacuation Shelters. IV. Commitment to accept Emergency Evacuation Shelter equipment and supplies provided by the Georgia Emergency Management Agency, to inventory all items at least annually, and maintain in a ready-to-use state the equipment and supplies provided. V. Commitment to notify GEMA Field Coordinator and to replace any Emergency Evacuation Shelter Initiative (EESI) Program equipment and supplies damaged or consumed in the provision of other sheltering activities in the community other than for the purposes of operating an Emergency Evacuation Shelter. VI. Commitment to work with other local public agencies, nonprofit organizations, faith-based institutions and civic volunteers in the community to provide decent, safe and sanitary shelter to those seeking safe refuge from a hurricane threatening to impact the State of Georgia. Attachment number 1 \nPage 1 of 4 Item # 25 VII. Commitment to execute an annual Emergency Evacuation Shelter Memorandum of Agreement with the Georgia Emergency Management Agency or to return to GEMA equipment or supplies provided to Augusta- Richmond County for this purpose. B. Obligations of the Georgia Emergency Management Agency I. Commitment to prepare and maintain a State of Georgia Sheltering Plan which provides guidelines for the operation and administration of Emergency Evacuation Shelters. II. Commitment to conduct an annual statewide review of the Emergency Evacuation Shelter Initiative (EESI) Program and host an annual planning session with participating counties and state agencies. III. Commitment to replace any Emergency Evacuation Shelter Initiative (EESI) Program equipment and supplies damaged or consumed in the provision of hurricane sheltering actions. IV. Commitment to execute an annual Emergency Evacuation Shelter Memorandum of Agreement with Augusta-Richmond County. 4. OTHER PROVISIONS. Nothing in this Agreement is intended to conflict with current laws or regulations of the State of Georgia or Augusta-Richmond County. If a term of this agreement is inconsistent with such authority, then that term shall be invalid, but the remaining terms and conditions of this agreement shall remain in full force and effect. 5. EFFECTIVE DATE. The terms of this agreement will become effective on the 1st day of July, 2013. 6.MODIFICATION. This agreement may be modified upon the mutual written consent of the parties. 7. TERMINATION. The terms of this agreement, as modified with the consent of both parties, will remain in effect until June 30, 2014 unless earlier terminated by either party. Either party may terminate this agreement upon sixty (60) days’ written notice to the other party. 8. SIGNATURES. By signing this agreement, the signatories represent that they are authorized to sign this agreement on behalf of their jurisdiction and to bind the jurisdiction to all terms of this agreement. APPROVED BY: ______________________________ ____________________________________________ Honorable Deke Copenhaver, Mayor Charley English, Director Augusta, Georgia Georgia Emergency Management Agency Attachment number 1 \nPage 2 of 4 Item # 25 EXHIBIT A Augusta/Richmond County Point of Contact – Special Operation Chief Wayne Taylor 706-821-2909 Site #1 Bernie Ward Center Population 420 Augusta, GA Radios 4 WX Radio 1 Flashlights 4 Staff Vest 8 Emergency Shelter Signs 6 Directional Arrows 6 Cots w/ blankets & pillows 6 Nursing Kits 2 Manager Kits 4 Cargo Trailer 1 48 Gallon Storage Container 2 PA Unit Hand 1 Site #2 Warren Road Community Center Population 549 Augusta, GA Radios 4 WX Radio 1 Flashlights 4 Staff Vest 8 Emergency Shelter Signs 6 Directional Arrows 6 Cots w/ blankets & pillows 8 Nursing Kits 2 Manager Kits 5 48 Gallon Storage Container 2 PA Unit Hand 1 Attachment number 1 \nPage 3 of 4 Item # 25 for sheltering- 1464 Site #3 Henry Brigham Community Center Henry Brigham Community Center Population 495 Augusta, GA Radios -4 4 WX Radio-1 1 Flashlights-4 4 Staff Vest-8 8 Emergency Shelter Signs-6 6 Directional Arrows-6 6 Cots w/ blankets & pillows-6 6 Nursing Kits-3 3 Manager Kits-5 5 48 gal storage container-2 2 PA Unit Hand-1 1 County ARC Training 100 100 Total population for Augusta /Richmond 1,464 Attachment number 1 \nPage 4 of 4 Item # 25 Commission Meeting Agenda 10/15/2013 2:00 PM Amend the current Sustainable Development Implementation Program Contract Department:Planning and Development Dept. Caption:Extend the current Augusta Sustainable Development Implementation Program contract to provide services to create a unified development ordinance to assist with the implementation of sustainable development initiatives. Background:The Augusta Sustainable Development Implementation Program Agenda was approved by the City in 2008. The plan has assessed different “character areas” of the city and laid out a process by which Augusta would grow through managing development proactively and with a focus on preserving and enhancing green spaces. Analysis: Financial Impact:Funds will be provided through the Sustainable Development Grant Alternatives:Approve or deny the request for extension Recommendation:Approve Funds are Available in the Following Accounts: 220-01-6313 REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 26 Commission Meeting Agenda 10/15/2013 2:00 PM Approve Funding for Special Election in House District 127 Department:Board of Elections Caption:Approve funding to conduct a Special Election in House District 127. Background:A vacancy was created in House District 127 by the untimely passing of State Representative Quincy Murphy. The Governor has called for a special election to fill the vacancy on November 5, 2013. The special election will be held in parts of Augusta- Richmond County at an anticipated cost of approxiamtely $14,485. Should a runoff be required, it will be held on December 3, 2013 and would require additional funding. Analysis:The conduct of the special election is mandated by Georgia law. The local governing authority is responsible for the cost of the special election. Financial Impact:$14,485.00 Alternatives:None Recommendation:Fund the special election. Funds are Available in the Following Accounts: 101101110/6011110 REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 27 Commission Meeting Agenda 10/15/2013 2:00 PM REFUND REQUEST - 346 HEATH DRIVE Department:Board of Assessors Caption:Approve refund request for property located at 346 Heath Drive in the amount of $1,616.11 for Tax Year 2009. Property owned by Berckman Residential Properties LLC. Background:Refund request for property located at 346 Heath Drive in the amount of $1,616.11 for Tax Year 2009; property owned by Berckman Residential Properties LLC.; property improvement was demolished; taxes paid by Berckman Residential Prop LLC on 10/5/2011. Taxes paid by Berckman Residential Prop LLC on 10/5/2011. Analysis:N/A Financial Impact:N/A Alternatives:N/A Recommendation:REFUND TOTAL AMOUNT OF $1,616.11 TO BERCKMAN RESIDENTIAL PROPERTIES LLC FOR TAX YEAR 2009 FOR PROPERTY LOCATED AT 346 HEATH DRIVE; REASON: IMPROVEMENT DEMOLISHED; PROPERTY OWNED BY BERCKMAN RESIDENTIAL PROPERTIES LLC. Funds are Available in the Following Accounts: N/A REVIEWED AND APPROVED BY: Finance. Law. Administrator. Cover Memo Item # 28 Clerk of Commission Cover Memo Item # 28 Attachment number 1 \nPage 1 of 5 Item # 28 Attachment number 1 \nPage 2 of 5 Item # 28 Attachment number 1 \nPage 3 of 5 Item # 28 Attachment number 1 \nPage 4 of 5 Item # 28 Attachment number 1 \nPage 5 of 5 Item # 28 Commission Meeting Agenda 10/15/2013 2:00 PM REFUND REQUEST-WARREN T. WILLIAMS-047-3-090-00-0 Department:Board of Assessors Caption:Request for refund for tax years 2011 and 2012 for property located at 437 Fenwick Street, Map/Parcel # 047-3-090-00-0; owned by Warren T. Williams in the amounts of $482.90 (tax year 2011) and $439.61 (tax year 2012). Background:On June 25, 2013, the owner (Warren T. Williams) visited the tax assessors office to appeal the current value on the property located on 437 Fenwick Street. Office procedure is to review all property information for accuracy with the home owner to insure the data is correct. Upon doing so, the appraiser disovered the improvement on the property has been demolished in 1997, which is the reason for the refund. Analysis:N/A Financial Impact:N/A Alternatives:N/A Recommendation:REFUND PROPERTY TAXES TO PROPERTY OWNER FOR PRIOR TAX YEARS 2011 AND 2012 FOR PROPERTY LOCATED AT 437 FENWICK STREET IN THE AMOUNTS OF $482.902 (2011) AND $439.91 (2012), RESPECTIVELY. Funds are Available in the Following Accounts: N/A REVIEWED AND APPROVED BY: Finance. Law. Cover Memo Item # 29 Administrator. Clerk of Commission Cover Memo Item # 29 Attachment number 1 \nPage 1 of 5 Item # 29 Attachment number 1 \nPage 2 of 5 Item # 29 Attachment number 1 \nPage 3 of 5 Item # 29 Attachment number 1 \nPage 4 of 5 Item # 29 Attachment number 1 \nPage 5 of 5 Item # 29 Commission Meeting Agenda 10/15/2013 2:00 PM REFUND REQUEST_ROBERT F. WRIGHT_034-1-437-00-0 Department:Board of Assessors Caption:Request for refund for property located at 2567 Henry Street, Map/Parcel# 034-1-437-00-0, owned by Robert Wright, for property tax years 2010, 2011 and 2012 in the amounts of $589.91 (2010), $590.54 (2011) and $590.29 (2012), respectively. Background:Home was purchased in 1995. Early in 2013, mapping found an error in the property lines. The tax assessors records indicated a parcel area of 0.43 acres, while deeds and plats showed the actual area to be 0.34 acres. After the discovery of the parcel line error, the correct dimensions wer applied to the parcel. This was done by correcting the location of the rear property line, resulting in a decrease in land value for 2567 Henry St., and an increase in land value for the parcel to the rear, 2570 North View. The overall land value of 2567 Henry St. decreased $41,168. This adjustment was applied to tax years 2010 through 2013. Analysis:N/A Financial Impact:N/A Alternatives:N/A Recommendation:REFUND TAXES TO PROPERTY OWNER FOR PROPERTY LOCATED AT 2567 HENRY STREET FOR PRIOR TAX YEARS 2010, 2011 AND 2012 IN THE AMOUNTS OF $589.91 (2010), $590.54 (2011) AND $590.29 (2012), RESPECTIVELY. REFUND DUE TO CORRECTED ACREAGE AND LAND PRICE. Funds are Available in the Following Accounts: N/A Cover Memo Item # 30 REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 30 Attachment number 1 \nPage 1 of 6 Item # 30 Attachment number 1 \nPage 2 of 6 Item # 30 Attachment number 1 \nPage 3 of 6 Item # 30 Attachment number 1 \nPage 4 of 6 Item # 30 Attachment number 1 \nPage 5 of 6 Item # 30 Attachment number 1 \nPage 6 of 6 Item # 30 Commission Meeting Agenda 10/15/2013 2:00 PM 15th Street over Augusta Canal Bridge Repair and Restoration Project Bid# 11-134 -SA#1 Department:Abie L. Ladson, PE, CPESC, Director Caption:Motion to approve funding for the final phases of the Design Consultant Services Supplemental Agreement One, with Cranston Engineering Group for CPB 328-041110-211828012, 15th Street over the Augusta Canal Bridge Repair and Restoration Project in the amount of $159,560 as requested by AED. (Approved by Engineering Services Committee October 7, 2013) Background:The 15th Street over the Augusta Canal Bridge (aka, Archibald Butt Memorial Bridge) is likely the most historic and iconic bridge structure in Augusta, Georgia. Constructed in 1914 and dedicated by President William H. Taft, this bridge has served one of Augusta’s primary corridors, 15th Street, for nearly 100 years with only one known structural rehabilitation in 1999 and no known aesthetic restoration beyond periodic painting. In July 2012, commission approved award of the initial design phases of the project that included concept development, survey, and environmental documentation to Cranston Engineering Group. The findings and recommendations of this initial phase include: replacement of the bridge deck, rehabilitation of the rib girders, improvements to sidewalks, roadway approaches, and lighting as well as restoration of the ornamental features of the bridge. The purpose of this item is to continue the project and move it from concept into detailed design and move the project to construction. Moreover, this project is also on the approved Band 1 construction list for the Transportation Investment Act of 2010 (aka, TIA, TSPLOST). Analysis:In July 2011, commission approved the initial design phases of the project that included concept development, survey, environmental documentation and public involvement. The purpose of this item is to move the project from concept to final design and construction. Financial Impact:$159,560 will be funded through SPLOST Phase VI Alternatives:1. Approve funding for the final phases of the Design Consultant Cover Memo Item # 31 Services Supplemental Agreement One, with Cranston Engineering Group for CPB 328-041110-211828012, 15th Street over the Augusta Canal Bridge Repair and Restoration Project in the amount of $159,560 as requested by AED. 2. Do not approve Recommendation:Approve alternative #1 Funds are Available in the Following Accounts: 328-041110-5212115/211828012-5212115 REVIEWED AND APPROVED BY: Finance. Procurement. Law. Administrator. Clerk of Commission Cover Memo Item # 31 (SA02 – For changes greater than $20,000) April 2010 AUGUSTA-RICHMOND COUNTY AUGUSTA, GA ENGINEERING DEPARTMENT SUPPLEMENTAL AGREEMENT Augusta Richmond County Project Number(s): 328-04-211828012 Supplemental Agreement Number: 1 Purchase Order Number: P212305 WHEREAS, We, Cranston Engineering Group Consultant, entered into a contract with Augusta- Richmond County on 8/7/12, for engineering design services associated with the 15th St. Bridge over the Augusta Canal, Bid #11-134, File Reference No.12-014 (A), and WHEREAS, certain revisions to the design requested by Augusta-Richmond County are not covered by the scope of the original contract, we desire to submit the following Supplemental Agreement to-wit: Additional work includes Part II Construction Documents Preparation & Part III Construction Phase Services It is agreed that as a result of the above described modification the contract amount is increased by $159,560.00 from $207,540.00 to a new total of $367,100.00. Any modifications to submittal dates shall be as identified in the attached proposal. This agreement in no way modifies or changes the original contract of which it becomes a part, except as specifically stated herein. NOW, THEREFORE, We, Cranston Engineering Group, Consultant, hereby agree to said Supplemental Agreement consisting of the above mentioned items and prices, and agree that this Supplemental Agreement is hereby made a part of the original contract to be performed under the specifications thereof, and that the original contract is in full force and effect, except insofar as it might be modified by this Supplemental Agreement. This day of , 2013 RECOMMEND FOR APPROVAL: CITY OF AUGUSTA-RICHMOND COUNTY AUGUSTA, GEORGIA Deke Copenhaver, Mayor Approved: Date Approved: Date [ATTACHED CORPORATE SEAL] ATTEST: ATTEST: Title: Title: Please do not process this document. Once approved by the Commission the original will be sent to the Clerk of Commission for execution. For information reference this request, contact Engineering at ext 5070. Thanks Attachment number 1 \nPage 1 of 1 Item # 31 Augusta-Richmond County, Georgia BE IT ORDAINED by the Commission-Council of Augusta-Richmond County, Georgia that the following Capital Project Budget is hereby amended: Section 1: The project change is authorized to CPB# 328-041110-211828012 15th St. Bridge over the Augusta Canal & the Broad Street On-Ramp over Lake Olmstead for Supplemental Agreement One to Cranston Engineering, Group in the amount of $159,560 to be funded from SPLOST PHASE VI. Section 2: The following revenues are anticipated to be available to the Consolidated Government to complete the project. Special 1% Sales Tax, Phase VI 207,540$ Special 1% Sales Tax, Phase VI 159,560$ 367,100$ Section 3: The following amounts are appropriated for the project: By Basin By District Raes Creek 3rd 367,100$ Section 4: Copies of this Capital Project Budget shall be made available to the Comptroller for direction in carrying out this project. Adopted this ____________________ day of ______________________. Approved _________________________________________________ Original-Commission Council Office Copy-Engineering Department Copy-Finance Department Copy-Procurement Department Please do not process this document. Once approved by the Commission the original will be sent to the Clerk of Commission for execution. For information reference this request, contact Engineering at ext 5070. Thanks Mayor Deke S. Copenhaver CAPITAL PROJECT BUDGET BRIDGE REHABILATION & REPAIRS Bid Item 11-134 CPB#328-041110-211828012 ( 15th St Bridge over the Augusta Canal, & Broad St On-Ramp over Lake Olmstead ) 9.26.2013 Attachment number 2 \nPage 1 of 2 Item # 31 Augusta-Richmond County, Georgia CAPITAL PROJECT BUDGET BRIDGE REHABILATION & REPAIRS Bid Item 11-134 CPB#328-041110-211828012 ( 15th St Bridge over the Augusta Canal, & Broad St On-Ramp over Lake Olmstead ) CPB AMOUNT CPB NEW SOURCE OF FUNDS CPB ADDITION CPB SPECIAL 1% SALES TAX, PHASE VI 328-041110-6011110-211828012 ($207,540)($207,540) SPECIAL 1% SALES TAX, PHASE VI ($159,560) ($159,560) 328-041110-6011110-211828012 TOTAL SOURCES: ($207,540) ($159,560) ($367,100) USE OF FUNDS ENGINEERING 328-041110-5212115-211828012 $207,540 $159,560 $367,100 TOTAL USES: $207,540 $367,100 9.26.2013 Attachment number 2 \nPage 2 of 2 Item # 31 Commission Meeting Agenda 10/15/2013 2:00 PM Broad Street Lighting – GDOT Memorandum of Agreement (SR28/4th St & 5th St) Department:Abie Ladson, Director Caption:Motion to approve Memorandum of Agreement (MOA) between Augusta, Georgia and the Georgia Department of Transportation (GDOT) to install and maintain new roadway lighting along Broad Street (SR 28) between 4th Street and 5th Street as requested by AED/TE. (Approved by Engineering Services Committee October 7, 2013) Background:In 2009, all roadway and pedestrian lighting was upgraded along Broad Street between 5th Street and 13th Street. Currently, there is a proposed project by the Augusta Engineering Department (AED) to extend this project to 4th Street. Since this section of Broad Street is designated State Route 28, Georgia DOT requires that the local government enter into a MOA to cover future maintenance of the lighting prior to issuance of a utility permit. Analysis:Project will significantly improve lighting of the corridor by replacing 10 overhead and 3 pedestrian level lights with 18 overhead lights and 10 pedestrian level lights. Approval of the MOA is the final step for AED to obtain the necessary permit for the upgrading the lighting. Financial Impact:AED is currently maintaining the existing lighting along this section of Broad Street at an annual cost of approximately $2,725.08/year. The total cost of the new lighting will be approximately $5,812.08; an increase of $3,087/yr. Alternatives:1. Approve MOA between Augusta, Georgia and Georgia DOT to install and maintain new roadway lighting along Broad Street (SR 28) between 4th Street and 5th Street. 2. Do not approve and lighting project cannot proceed. Recommendation:Approve Alternative Number One. Funds are Available Cover Memo Item # 32 in the Following Accounts:Fund 276 REVIEWED AND APPROVED BY: Cover Memo Item # 32 phnr & Nm*reqg ffqt65qmm, hu apryrrlvcd. by tfu Comnlldlollt e rrfflfial Y{lI h eltt b tltc frct* oIeffifiraln!,uei mrffirmamni i*rai a*rwrcra a nurr Wv a. dt 5st0, Ilralu Broad Street Lighting - GDOT Memorandum of Agreement'Agenda ltem dtd 09./78/73 UNIoRANDI'II OF AGREEUBTT FOR RON)WAY IIICIETIIIG ON STATE ROIITB 28 / BROAD STRBET cllrslsTltrc oF 10 ller PedegErian Llghting Stnrcturea, 9 Upg6ades to ExlatLngStreeE/Pedcstrian Ltghtlag StructurGa, and net-cntl.on of I f:rtecJ.ngPedestrLan LJ.ghting Stnrcturcg by Peral.t lto. 1101687 oa and alongSEate Rout,c 28/Broad Street begLaaJ.ng at 5th Stsreet and coaEinuingto 4th Street ia Rl.chond County BBTlfBNt The City of August,a, acting by and through its City Council, hereinaft,er called the CIT[, and the DeparEnenE of Transportation, an agency of the Stat,e of Georgia, hereinaft.er called the DEptRmlElrT. REIATIVE TO The CLty is requeetsing Eo inetall 10 neu pedestrian lighEing structuree, upgrade 9 existing Et,reeE/pedeeErian lighting st,ructures, and retsain 8 existing pedesErian lighE,ing st,ructureE by permit, No. 11.01.587 on and along State Route 2g/Broad Street beginning aE 5Eh StreeE and continuing to 4th Street. in Richmond Countsy- r. IT IS TEE ITTTE!|TIOT O8 TEB PARTIES: A. That the CITY, only to the extenL t,hat it may be bound by conEracts which may hereafter be entered into, shall be responsible for the following: 1. The CfTt shall IneEall, LocaEe, provide Ehe Energy, Operatse, Maintain and Design addit,ional roadway lighting in accordance wiEh Ehe G}eorgia Department, of Transport,at,ion'a Deeign Poricy Manual, arong the existing roadway of Stat,e Routse 2g/Broad Street beginning at, sth SEreeE and continuing to 4th Street, in Richmond CounEy. 2. The CIT[, in its operat,ion and maintenance of the 1ighting syst,ema, ehalI not in any way alter the ts1qpe or location of any of the various components which make up the ent,ire right,ing aystem without, Lof5 Attachment number 1 \nPage 1 of 5 Item # 32 prior writ,ten approval from Ehe DEPARUBIT. 3. The CITY shalI at all times indemnify and save harmlese the DEPARTIIEIIT and the State of Georgia, to the ext,ent, allowed by law, from any and a1l responsibiliEy for damages or liability, or bot,h. which may resulE from the inetallat,ion, construct,ion, reconatrucEion, operaEion, maint,enance or repair, or any combinat,ion of any of the foregoing. 4. The CITY assumes fuII reeponsibiliEy for the requirements of the Georgia Ut.ility Facility Protectsion Act. II. IT Ig FURTEER AGnEBD, that, the DEPARltrtEllT, only Eo the extent that it may be bound by cont,racEs which may hereafEer be ent,ered into, shall reaerve Ehe right Eo remove the aforement.ioned lighting upgrades in the event that. tshe CITT elecEs to de-energize or fails to properly maintain any individual comlronent within Ehe systema or the conplet,e systsem(s) including 1rcles, masE anns, luminaires, foundatione and associated wiring. In addit,ion the DEPARfUntT reserves tshe righE, at its eole discretion, Eo remove or replace any lighting upgradee where the public safeEy is aE any t,ime corpromi.sed by the acEions or inactione of Ehe CTTY. 2of5 Attachment number 1 \nPage 2 of 5 Item # 32 III. IT I8 FURIEER AG8BBD, thaE. this Agreement shall remain in effect, for a period of fifEy (50) years. Iv. IT rs EmIEEn AGRED, the covenant,s herein contained shall, excepE as otherwise provided accrue to the benefit of and be binding upon t,he successors and assigne of the part,ies hereto. Ttris document, is a licooranduu of Agreeucot e)q)ressing the preeent intent,ions of t,he parties. Nothing conEained. herein shall reguire the undert,aking of any ac!, project, study, anarysis, or any other activity by any partsy unEil a cont.ract for such acEivity is executed. Nor shal1 this document, reguire t,he oqlenditure of any funds by any party unt,il a conEract, auEhorizing such e:<penditure ie execut,ed. However, nothing cont,ained herein sha1l be conetrued t.o prohibiE any party's underEaking any act, projects, sEudy, analyeis, or any other act,ivity, which the party is required by 1aw t,o cont,ract, E,o underEake as ParE of any ot,her program, which fulfills some funcEion ehown herein as inuended to be performed by the party undertaking such acE, project,, study, analysis, or any other activity. 3of5 Attachment number 1 \nPage 3 of 5 Item # 32 rN wrrNEss WHEREOF, t,he parties hereto have executed thisl[oorandum of Agrrcansnt to be executed by their duly authorizedofficiale, and their reapective seals attalhed hereto. Signed and delivered this - day of- 201 , inthe presence of: WITNESS GEORGIA DEPARTMENT OF TRA}ISPORTATION STATE UTILITIES ENGINEER REQIIBSTBD BY: CITY OF AUGUSTA, GBORGIA BY:BY: TITLE: BY: WITNESS (oFHChL SEAL OF CrrY OF AUGUSTA) City Clerk NOTARY PUBUC My Commission Expires: SWORN TO AND SI.'BSCRIBED BEFORE ME ON TTIIS - DAY OF 20t . Att,est:This Agreement approved by theCity Counsel at a meeting heldat on BY:tneffi ,2OL 4of5 Attachment number 1 \nPage 4 of 5 Item # 32 Attachment number 1 \nPage 5 of 5 Item # 32 Commission Meeting Agenda 10/15/2013 2:00 PM Motion to Approve Donation of Permanent Easement Department:Law Caption:Motion to approve the acceptance of a donated permanent easement from Dr. Harold M. Mims, as owner, to Augusta, Georgia, in connection with the Mims Road Repair at Mims Pond Project, said permanent easement consists of 1,284.8 sq. ft. (0.0295 acre), more or less, of permanent drainage and utility easement, and 498.7 sq. ft. (0.0114 acre), more or less, of permanent easement for construction and maintenance of slopes (B), from the property located at 2243 Mims Road, private. (Approved by Engineering Services Committee October 7, 2013) Background:The property owner has agreed to donate the permanent easement to Augusta, Georgia, for the Mims Road Repair at Mims Pond Project. Analysis:Acceptance of the donated property is necessary for the project. Financial Impact:N/A Alternatives:Deny the Motion Recommendation:Approve the Motion Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Law. Administrator. Cover Memo Item # 33 Clerk of Commission Cover Memo Item # 33 Attachment number 1 \nPage 1 of 2 Item # 33 Attachment number 1 \nPage 2 of 2 Item # 33 Commission Meeting Agenda 10/15/2013 2:00 PM Option for Right of Way Department:Law Caption:Motion to approve an Option for the purposes of acquiring a Right-of-Way between Harold Clark and Jeanette I. Clark, as owner, and Augusta, Georgia, as optionee, in connection with the Belair Road Improvement Project, consisting of (N/A sq. ft.) in fee, more or less, and (162 sq. ft.) of permanent easement, more or less; and (1,276 sq. ft.) of temporary construction easement, more or less, on Project the Belair Road Improvement, from property located at: 3642 Belair Road, private, at the purchase price of $313.00. (Approved by Engineering Services Committee October 7, 2013) Background:The property owner has agreed to convey a certain Right-of-Way and easement to Augusta, Georgia, for the Belair Road Improvement Project. Analysis:The purchase of the referenced property is necessary for the project. Financial Impact:The costs necessary for this purchase will be covered under the project budget. Alternatives:Deny the Motion Recommendation:Approve the Motion Funds are Available in the Following Accounts: 201823332-52.12122 323-041110-52.12122 REVIEWED AND APPROVED BY: Finance. Cover Memo Item # 34 Law. Administrator. Clerk of Commission Cover Memo Item # 34 Attachment number 1 \nPage 1 of 2 Item # 34 Attachment number 1 \nPage 2 of 2 Item # 34 Commission Meeting Agenda 10/15/2013 2:00 PM Option for Right of Way Department:Law Caption:Motion to approve an Option for the purposes of acquiring a Right-of-Way between The Estate of Mary Evelyn Crouch Burrum, as owner, and Augusta, Georgia, as optionee, in connection with the Belair Road Improvement Project, consisting of (1,550 sq. ft.) in fee, more or less, and (N/A sq. ft.) of permanent easement, more or less; and (618 sq. ft.) of temporary construction easement, more or less, on Project the Belair Road Improvement, from property located at: 3867 Belair Road, private, at the purchase price of $3,418.00. (Approved by Engineering Services Committee October 7, 2013) Background:The property owner has agreed to convey a certain Right-of-Way and easement to Augusta, Georgia, for the Belair Road Improvement Project. Analysis:The purchase of the referenced property is necessary for the project. Financial Impact:The costs necessary for this purchase will be covered under the project budget. Alternatives:Deny the Motion Recommendation:Approve the Motion Funds are Available in the Following Accounts: 201823332-52.12122 323-041110-52.12122 REVIEWED AND APPROVED BY: Finance. Cover Memo Item # 35 Law. Administrator. Clerk of Commission Cover Memo Item # 35 Attachment number 1 \nPage 1 of 2 Item # 35 Attachment number 1 \nPage 2 of 2 Item # 35 Commission Meeting Agenda 10/15/2013 2:00 PM Option for Right of Way Department:Law Caption:Motion to approve an Option for the purposes of acquiring a Right-of-Way between Arlene F. Junod, as owner, and Augusta, Georgia, as optionee, in connection with the Belair Road Improvement Project, consisting of (400 sq. ft.) in fee, more or less, and (N/A sq. ft.) of permanent easement, more or less; and (285 sq. ft.) of temporary construction easement, more or less, on Project the Belair Road Improvement, from property located at: 3735 Belair Road, private, at the purchase price of $1,286.00. (Approved by Engineering Services Committee October 7, 2013) Background:The property owner has agreed to convey a certain Right-of-Way and easement to Augusta, Georgia, for the Belair Road Improvement Project. Analysis:The purchase of the referenced property is necessary for the project. Financial Impact:The costs necessary for this purchase will be covered under the project budget. Alternatives:Deny the Motion Recommendation:Approve the Motion Funds are Available in the Following Accounts: 201823332-52.12122 323-041110-52.12122 REVIEWED AND APPROVED BY: Finance. Cover Memo Item # 36 Law. Administrator. Clerk of Commission Cover Memo Item # 36 Attachment number 1 \nPage 1 of 2 Item # 36 Attachment number 1 \nPage 2 of 2 Item # 36 Commission Meeting Agenda 10/15/2013 2:00 PM Option for Right of Way Department:Law Caption:Motion to approve an Option for the purposes of acquiring a Right-of-Way between John M. Hinnant and Loretta J. Hinnant, as owner, and Augusta, Georgia, as optionee, in connection with the Belair Road Improvement Project, consisting of (N/A sq. ft.) in fee, more or less, and (144 sq. ft.) of permanent easement, more or less; and (2,752 sq. ft.) of temporary construction easement, more or less, on Project the Belair Road Improvement, from property located at: 3714 Belair Road, private, at the purchase price of $484.00. (Approved by Engineering Services Committee October 7, 2013) Background:The property owner has agreed to convey a certain Right-of-Way and easement to Augusta, Georgia, for the Belair Road Improvement Project. Analysis:The purchase of the referenced property is necessary for the project. Financial Impact:The costs necessary for this purchase will be covered under the project budget. Alternatives:Deny the Motion Recommendation:Approve the Motion Funds are Available in the Following Accounts: 201823332-52.12122 323-041110-52.12122 REVIEWED AND APPROVED BY: Finance. Cover Memo Item # 37 Law. Administrator. Clerk of Commission Cover Memo Item # 37 Attachment number 1 \nPage 1 of 2 Item # 37 Attachment number 1 \nPage 2 of 2 Item # 37 Commission Meeting Agenda 10/15/2013 2:00 PM Option for Right of Way Department:Law Caption:Motion to approve an Option for the purposes of acquiring a Right-of-Way between Paul Davis, as owner, and Augusta, Georgia, as optionee, in connection with the Marks Church Road Reconstruction Project, 0.010 acre (433.07 sq. ft.) in fee more or less and N/A acre of permanent easement, more or less; and (3,894.79 sq. ft.) of temporary construction easement, more or less, and N/A temporary driveway easement on Project Marks Church Road Reconstruction, from property located at: 2902 Raes Creek Road, private, at the purchase price of $3,700.00. (Approved by Engineering Services Committee October 7, 2013) Background:The property owner has agreed to convey a certain Right-of-Way and easement to Augusta, Georgia, for the Marks Church Road Project. Analysis:The purchase of the referenced property is necessary for the project. Financial Impact:The costs necessary for this purchase will be covered under the project budget. Alternatives:Deny the Motion Recommendation:Approve the Motion Funds are Available in the Following Accounts: 209825201-52.12116 325-041120-52.12116 REVIEWED AND APPROVED BY: Cover Memo Item # 38 Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 38 Attachment number 1 \nPage 1 of 2 Item # 38 Attachment number 1 \nPage 2 of 2 Item # 38 Commission Meeting Agenda 10/15/2013 2:00 PM Option for Right of Way Department:Law Caption:Motion to approve an Option for the purposes of acquiring a Right-of-Way between Virginia Newman, as owner, and Augusta, Georgia, as optionee, in connection with the Belair Road Improvement Project, consisting of (N/A sq. ft.) in fee, more or less, and (N/A sq. ft.) of permanent easement, more or less; and (3.002 sq. ft.) of temporary construction easement, more or less, on Project the Belair Road Improvement, from property located at: 3754 Belair Road, private, at the purchase price of $200.00. (Approved by Engineering Services Committee October 7, 2013) Background:The property owner has agreed to convey a certain Right-of-Way and easement to Augusta, Georgia, for the Belair Road Improvement Project. Analysis:The purchase of the referenced property is necessary for the project. Financial Impact:The costs necessary for this purchase will be covered under the project budget. Alternatives:Deny the Motion Recommendation:Approve the Motion Funds are Available in the Following Accounts: 201823332-52.12122 323-041110-52.12122 REVIEWED AND APPROVED BY: Finance. Cover Memo Item # 39 Law. Administrator. Clerk of Commission Cover Memo Item # 39 Attachment number 1 \nPage 1 of 2 Item # 39 Attachment number 1 \nPage 2 of 2 Item # 39 Commission Meeting Agenda 10/15/2013 2:00 PM Option for Right of Way Department:Law Caption:Motion to approve an Option for the purposes of acquiring a Right-of-Way between Tasha M. Mohler and Thaddeaus M. Mohler, as owner, and Augusta, Georgia, as optionee, in connection with the Belair Road Improvement Project, consisting of (412 sq. ft.) in fee, more or less, and (N/A sq. ft.) of permanent easement, more or less; and (250 sq. ft.) of temporary construction easement, more or less, on Project the Belair Road Improvement, from property located at: 3729 Belair Road, private, at the purchase price of $1,311.00(Approved by Engineering Services Committee October 7, 2013). Background:The property owner has agreed to convey a certain Right-of-Way and easement to Augusta, Georgia, for the Belair Road Improvement Project. Analysis:The purchase of the referenced property is necessary for the project. Financial Impact:The costs necessary for this purchase will be covered under the project budget. Alternatives:Deny the Motion Recommendation:Approve the Motion Funds are Available in the Following Accounts: 201823332-52.12122 323-041110-52.12122 REVIEWED AND APPROVED BY: Finance. Cover Memo Item # 40 Law. Administrator. Clerk of Commission Cover Memo Item # 40 Attachment number 1 \nPage 1 of 2 Item # 40 Attachment number 1 \nPage 2 of 2 Item # 40 Commission Meeting Agenda 10/15/2013 2:00 PM Option for Right-of-Way Department:Law Caption:Motion to approve an Option for the purposes of acquiring a Right-of-Way between Clyde Hill, Sr., and C. Louise Hill, as owner(s), and Augusta, Georgia, as optionee, in connection with the Marks Church Road Reconstruction Project, (50 sq. ft.) in fee more or less and N/A acre of permanent easement, more or less; and (558.57 sq. ft.) of temporary construction easement, more or less, and one temporary driveway easement on Project Marks Church Road Reconstruction, from property located at: 3658 Jamaica Drive, private, at the purchase price of $450.00 and authorize the Mayor to execute, at the direction of the Augusta Law Department document necessary for closing.(Approved by Engineering Services Committee October 7, 2013) Background:The property owner has agreed to convey a certain Right-of-Way and easement to Augusta, Georgia, for the Marks Church Road Project. Analysis:The purchase of the referenced property is necessary for the project. Financial Impact:The costs necessary for this purchase will be covered under the project budget. Alternatives:Deny the Motion Recommendation:Approve the Motion Funds are Available in the Following Accounts: 209825201-52.12116 325-041120-52.12116 REVIEWED AND APPROVED BY:Cover Memo Item # 41 Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 41 Attachment number 1 \nPage 1 of 2 Item # 41 Attachment number 1 \nPage 2 of 2 Item # 41 Commission Meeting Agenda 10/15/2013 2:00 PM Option for Right-of-Way Kennedy Department:Law Caption:Motion to approve an Option for the purposes of acquiring a Right-of-Way between The Estate of Ralph S. Kennedy, the Ralph S. Kennedy Trust B, and the Ralph S. Kennedy Trust C, as owner (s), and Augusta, Georgia, as optionee, in connection with the Augusta Signal and Lighting Upgrades (Walton Way) Project, 0.004 acre (165.60 sq. ft.) more or less in fee simple and N/A sq. ft. of permanent easement, more or less; and (N/A sq. ft.) of temporary construction easement, more or less, from property located at: 1101 Walton Way, private, at the purchase price of $662.00 and authorize the Mayor to execute, at the direction of the Augusta Law Department document necessary for closing. (Approved by Engineering Services Committee October 7, 2013) Background:The property owner has agreed to convey a certain Right-of-Way and easement to Augusta, Georgia, for the Augusta Signal and Lighting Upgrades (Walton Way) Project Analysis:The purchase of the referenced property is necessary for the project. Financial Impact:The costs necessary for this purchase will be covered under the project budget. Alternatives:Deny the Motion Recommendation:Approve the Motion Funds are Available in the Following Accounts: FUNDS AVAILABLE IN THE FOLLOWING ACCOUNT(S) 324041110-52.12116 201824110-52.12116 REVIEWED AND APPROVED BY: Cover Memo Item # 42 Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 42 Attachment number 1 \nPage 1 of 2 Item # 42 Attachment number 1 \nPage 2 of 2 Item # 42 Commission Meeting Agenda 10/15/2013 2:00 PM Stormwater Utility Fee Implementation (Bid # 13-160) Department:Abie L. Ladson, PE, CPESC, Director of Engineering Caption:Motion to award Award Consultant Services Agreement to AMEC, Inc. in the amount of $484,452.54 for the Stormwater Utility Fee Implementation Project CPB 328-041110-211828002 to be funded through SPLOST VI as requested by AED. (Approved by Engineering Services Committee October 7, 2013) Background:Currently, the Stormwater Management program is funded through the General Fund and Special Local Option Sales Tax (SPLOST) budgets, and is experiencing funding issues to help comply with both State and Federal Guidelines. The City of Augusta came under the required regulations of the National Pollutant Discharge Elimination System (NPDES) Stormwater Phase I permit in 1992. The permit required the municipality to develop a Stormwater Management Plan with goals that included reducing pollutants discharged to waters of the state to the maximum extent practicable. The City has implemented most of the permitting requirements, but lacks the necessary funding mechanism to maintain the program. City funding is also minimal for maintaining the existing aged stormwater structures, implementing Capital Improvement Projects (CIPs), and implementing long-term watershed based planning. To supplement the existing General and SPLOST budgets, the City of Augusta Commission has approved the necessary steps to implement a stormwater utility program for the City of Augusta (consolidated government). The Stormwater Utility Fee Implementation Project is a project that is approved and funded through SPLOST VI. Analysis:Firms were evaluated based on qualifications, project approach, experience, and schedule on July 11, 2013. The following firms submitted RFQs and were evaluated: 1. AMEC, Inc. 2. Tetra Tech, Inc. 3. Ecological Planning Group 4. Raftelis Financial 5 URS Corporation 6. MWH Americas 7. Jacobs AMEC, Inc. was selected based on the evaluation procedures used for this project Cover Memo Item # 43 Financial Impact:Funds in the amount of $484,452.54 are available in account number 328-041110-5212115/211828002-5212115. Alternatives:Option 1. Award Consultant Services Agreement to AMEC, Inc. in the amount of $484,452.54 for the Stormwater Utility Fee Implementation Project CPB 328-041110-211828002 to be funded through SPLOST VI as requested by AED. Option 2. Do not approve and cancel the project. Recommendation:Approve caption one. Funds are Available in the Following Accounts: 328-041110-5212115/211828002-5212115 REVIEWED AND APPROVED BY: Finance. Procurement. Law. Administrator. Clerk of Commission Cover Memo Item # 43 Augusta-Richmond County, Georgia BE IT ORDAINED by the Commission-Council of Augusta-Richmond County, Georgia that the following Capital Project Budget is hereby adopted: Section 1: This project is authorized to CPB#328-041110-211828002 to award Consultant Services Agreement to AMEC, Inc in the amount of $484,452.54 for the Stormwater Utility Fee Implementation project to be funded through SPLOST VI. Section 2: The following revenues are anticipated to be available to the Consolidated Government to complete the project. Special 1% Sales Tax, Phase VI 500,000$ 500,000$ Section 3: The following amounts are appropriated for the project: By Basin By District Varies 500,000$ Section 4: Copies of this Capital Project Budget shall be made available to the Comptroller for direction in carrying out this project. Adopted this ____________________ day of ______________________. Approved _________________________________________________ Original-Commission Council Office Copy-Engineering Department Copy-Finance Department Copy-Procurement Department Please do not process this document. Once approved by the Commission the original will be sent to the Clerk of Commission for execution. For information reference this request, contact Engineering at ext 5070. Thanks CPB#328-041110-211828002 Honorable Deke Copenhaver, Mayor CAPITAL PROJECT BUDGET STORMWATER UTILITY FEE IMPLEMENTATION BID #13-160 1 of 2 10.24.2011 Attachment number 1 \nPage 1 of 2 Item # 43 Augusta-Richmond County, Georgia CPB#328-041110-211828002 CAPITAL PROJECT BUDGET STORMWATER UTILITY FEE IMPLEMENTATION BID #13-160 CPB AMOUNT NEW SOURCE OF FUNDS CPB CPB SPLOST, PHASE VI 328-041110-211828002 ($500,000)($500,000) TOTAL SOURCES: ($500,000) ($500,000) USE OF FUNDS ENGINEERING 328-041110-5212115-211828002 $500,000 $500,000 TOTAL USES:$500,000 $500,000 2 of 2 10.24.2011 Attachment number 1 \nPage 2 of 2 Item # 43 STORMWATER UTILITY FEE IMPLEMENTATION (BID # 13-160) PROJECT NUMBER: 328-041110-211828002 SCOPE OF PROJECT 1 | P a g e I. OVERALL SCOPE OF PROJECT AMEC Environment & Infrastructure along with our subconsultants (AMEC) will assist Augusta- Richmond County (Augusta) with the assessment and development of a stormwater utility to meet Augusta’s long-term stormwater management program needs. AMEC will also assist Augusta with the development and implementation of their planned stormwater infrastructure inventory and condition assessment data collection study and other aspects related to developing a long-term stormwater management program. These services were procured by Augusta under RFQ 13-160 with AMEC being the selected firm. The procurement identified 5 stages of work: 1. Information Technology/Stormwater Database 2. Stormwater Legal, and Education and Involvement 3. Create Master Planning List 4. Stormwater Utility Fee Implementation 5. Management of the Information Gathering and Planning To meet Augusta’s goal of establishing a stormwater utility that can begin billing in June 2014, the project approach is broken into three phases of work. Phase 1 includes aspects related to development of the stormwater utility (Stages 2 and 4) as well as the initial planning tasks related to the stormwater infrastructure inventory (pieces of Stages 1 and 3). Phase 2 will include the remainder of the tasks to support the infrastructure inventory and long-term program development (Stages 1, 3, and 5). Timing of these phases will include some overlap where information from one Phase will feed the other Phase. Since the scope of services potentially required under Phase 2 are currently undefined, AMEC is providing a detailed scope and cost estimate for Phase 1 only. To support Augusta’s goal of development the stormwater utility by June 2014, we assume that Augusta will provide comments within 7 business days from receipt of draft reports. Deliverables, outlined in this document, will be provided electronically (Word, Excel, Power Point, etc. as well as .pdf), unless otherwise indicated. Meetings will be scheduled at mutually convenient times. II. PHASE 1 SCOPE OF SERVICES Stage 1 – Information Technology/Stormwater Database AED has subdivided the County into nine major watershed basins and will retain six firms to complete the infrastructure inventory in each (RFQ #13-149). AMEC will assist AED in developing the program and protocols for data collection by these firms as outlined below. One task under Stage 1 is included in this scope of work; the remainder will be outlined in Phase 2. Attachment number 2 \nPage 1 of 15 Item # 43 STORMWATER UTILITY FEE IMPLEMENTATION (BID # 13-160) PROJECT NUMBER: 328-041110-211828002 SCOPE OF PROJECT 2 | P a g e Task 1.I Assist with Planned Data Collection AMEC will work with AED staff to complete planning and execution of the stormwater data inventory through the following tasks: Task 1.I-1. Initial In-House Planning Workshop Planning Workshop (1/2 Day) – AMEC will lead a ½ day workshop with AED staff to develop consensus on the approach and tools that will be used for stormwater data inventory. a. Preparation – AMEC will review the draft data model created by AED and prepare suggestions for a workshop with AED staff. b. Workshop – Facilitate a ½ day workshop with AED staff to review the existing data model, discuss recommended changes to the existing data model, and present recommendations in terms of completing the data model. The workshop will include the following topics: Data Model, Database Overlaps, Tool Chains, Other Stormwater Database Considerations, Field Data Collection, and QA/QC. c. Follow Up – AMEC will provide a summary of decisions made and action items assigned during the workshop. Deliverables: One ½ day workshop, Workshop Action Items summary Assumptions: Up to five members from AMEC will attend the meeting in person. AED staff will arrange for a meeting location and invite appropriate Augusta staff. AED will provide all necessary data, databases, documents, reports, and GIS layers needed to prepare for this workshop. Stage 2 - Stormwater Legal, and Education and Involvement Community Education and Involvement–Planning Task 2.I Community Assessment Task 2.I-1. Initial In-House Team Meeting(s) AMEC will facilitate two meetings with AED staff to discuss and frame the issues and to explore community assessment options and specific targets. The first will be to initiate discussion about the development of a compelling case for a stormwater program (messages) along with the supporting user fee, and to obtain guidance for preliminary preparation of materials. The second will be to identify targets for informal discussions and to initiate the outline of a public involvement strategy and to lay the foundation for the implementation plan. Attachment number 2 \nPage 2 of 15 Item # 43 STORMWATER UTILITY FEE IMPLEMENTATION (BID # 13-160) PROJECT NUMBER: 328-041110-211828002 SCOPE OF PROJECT 3 | P a g e Deliverables: Meeting summaries (2 meetings) Assumptions: AED staff will secure meeting locations. Up to three AMEC members will attend these meetings. Task 2.I-2 Informal Discussions AMEC with AED will hold up to 10 informal discussions about the need and potential support for a stormwater user fee. These discussions may be with civic leaders and leaders of various ratepayer interest groups (e.g. churches, small business, chamber of commerce, military, etc.) and have the additional intent of identifying individuals who would participate in a Stormwater Advisory Team (SWAT). AMEC with AED will develop talking points for these meetings and review the list of planned stakeholders with AED. The discussions will be summarized in a brief memorandum to AED. Deliverables: Conduct up to 10 informal discussions, brief memorandum Task 2.II Public Involvement Strategy Task 2.II-1. Initial In-House Team Meeting AMEC will facilitate an in-house team meeting to discuss and frame final details of the strategic plan. This will be the follow-on meeting to the initiation of the strategy plan in Task 2.I-1. Deliverables: Meeting agenda and summary Assumptions: AED staff will secure a meeting location. Up to three AMEC Team members will attend this meeting. Task 2.II-2. Plan Development AMEC will develop a draft strategic plan based on team input and consideration of objectives, schedule, and various public education and involvement approaches. This plan will outline messages, target groups, materials, schedule, activities, and responsibilities. The final plan will be approved by the in-house team. Deliverables: Draft and Final Public Involvement Strategic Plan Assumptions: AMEC will provide AED with 4 copies of the final strategic plan as well as a .pdf file. Community Education and Involvement - Execution Attachment number 2 \nPage 3 of 15 Item # 43 STORMWATER UTILITY FEE IMPLEMENTATION (BID # 13-160) PROJECT NUMBER: 328-041110-211828002 SCOPE OF PROJECT 4 | P a g e Task 2.III Stakeholder Participation Task 2.III-1. SWAT Member Selection AMEC will work with AED staff in identification, communication, and selection of a Citizens SWAT. It may be that the Mayor and Commissioner’s would appoint members of the SWAT. We recommend a diverse group of approximately 15 people who would be committed to attending all meetings. AMEC will work to develop a preliminary list of members and gain approval of a final list from the Mayor and Commission. AMEC Team members will draft communication information and contact potential members, ascertain interest, and then issue a formal invitation on behalf of the Mayor and Commission. Task 2.III-2. SWAT Meetings AMEC will guide the SWAT through a series of three meetings in order to gain additional support and guidance on development of a stormwater user fee. AMEC will be responsible for all communication, read ahead and hand out materials, meeting summaries, presentation, refreshments, meeting administration and meeting facilitation. The City will be responsible for logistics pertaining to the location. The meeting topics are preliminarily scheduled to be: 1. Current stormwater program and stormwater challenges, issues, and goals 2. Stormwater program priorities and costs and future stormwater program 3. Basic structure of a stormwater utility and key user fee characteristics Deliverables: Plan, design, and facilitate the three SWAT meetings. Provide meeting summaries and a final report. Assumptions: AED staff will secure meeting location. Up to three AMEC Team members will attend each meeting. Printed materials will be provided for up to 20 attendees per meeting. Optional: Additional meetings can be added to the scope of work at a rate of $7,500 per meeting. Task 2.IV Town Hall and Neighborhood Meetings and Presentations AMEC will support AED in conducting up to ten (10) town hall and/or neighborhood meetings to present plans for the stormwater utility, gather input in terms of stormwater problems, and answer questions. In addition, AMEC will provide AED staff with a Powerpoint® presentation Attachment number 2 \nPage 4 of 15 Item # 43 STORMWATER UTILITY FEE IMPLEMENTATION (BID # 13-160) PROJECT NUMBER: 328-041110-211828002 SCOPE OF PROJECT 5 | P a g e that they may be used at additional presentations or meetings. These meetings are expected to include one meeting in each Commission District and one meeting in each Super District. Deliverables: Powerpoint® presentation, attendance at ten meetings, meeting summaries. Assumptions: AED staff will assist in identifying the ten meetings that it is most critical for AMEC Team members to attend. Additional presentation requests would be handled by AED staff. Information critical to development of the CIP list or the stormwater utility would be provided to AMEC. No printed materials are planned to be provided for these meetings. Optional: Additional meetings can be added to the scope of work at a rate of $2,500 per meeting. Task 2.V Disseminate Informational Materials and Provide Information for the Stormwater Website AMEC will develop in two drafts and final:  A brochure  A FAQ sheet suitable for dissemination or web placement  A white paper suitable for media background use  Web material on the utility suitable for placement by the City’s IT staff  A mailer suitable to insert in the stormwater bill either as a pre-billing dry run or as an insert with the first bill This effort also includes creation of a “brand” that will be used for future stormwater utility communications and information pieces. AMEC will develop up to three brand concepts, with Augusta selecting one of the three for use on the project. AMEC graphics staff will also create a template in MSWord® that will be used for any memorandums developed as part of the project. Deliverables: Three “brands” for the stormwater utility, memo template consistent with the selected brand, and the graphical pieces, Assumptions: AED will select one of the three brands with little additional customization required. The brand will be developed using graphics software and delivered electronically in a mutually agreeable format (i.e., .pdf, .tif, .jpg). Printing of these informational materials is not included in this scope of work. Task 2.VI Assist in Media Interaction and Media Campaign AMEC will draft up to five press releases coinciding with the SWAT meetings and other project milestones for Augusta to provide to local media. The focus of these press releases will be Attachment number 2 \nPage 5 of 15 Item # 43 STORMWATER UTILITY FEE IMPLEMENTATION (BID # 13-160) PROJECT NUMBER: 328-041110-211828002 SCOPE OF PROJECT 6 | P a g e defined as part of the Public Involvement Strategic Plan, but in part may tie into the planned SWAT meetings. In addition, AMEC will develop up to five additional media stories or press releases that highlight flooding or other stormwater issues or describe the stormwater program and need for the fee. These are slated for release in the three months prior to the first bill. AMEC will also help to coordinate media coverage of the first billing day that highlights projects that have begun construction. AMEC will also provide up to 80 hours of on-call assistance throughout the last month prior to billing and the first three months of billing to assist customer service in answering questions. Deliverables: Up to ten press releases/stories and assistance in media coordination and 80 hours of customer service support Assumptions: The press releases will be sent to appropriate media outlets, as identified by Augusta. On-call customer service assistance will be provided for up to 80 hours at an average $140/hour rate. This service is planned to be provided remotely. Stage 3 – Create a Master Planning List The infrastructure inventory will collect data that AED needs to characterize the condition and capacity of the stormwater infrastructure and determine future funding needed to maintain the system. The master planning list will not be completed within the timeframe to support the stormwater utility development. Thus there is a need to define one task under Stage 3 which will provide quick estimates of capital needs to make key cost and revenue decisions in support of the stormwater user fee. The remainder of this task will be outlined in the Phase 2 Scope of Work. Task 3.I Preliminary Capital Improvement Needs Assessment and Master Planning AMEC will meet with AED staff to determine the best approach for collecting the data needed to support the development of the stormwater utility. Prior to this meeting, AED staff will provide AMEC with available information related to known stormwater capital construction needs. This information may include complaint data, past master-planning information, previously-collected infrastructure inventory data, and system- needs information acquired by the staff in other ways. AMEC will evaluate this data and identify gaps or additional data needs. At the meeting, AMEC and AED will evaluate data gaps and best methods for collection of this data in order to develop a representative city-wide estimate of capital construction and remedial maintenance needs. Attachment number 2 \nPage 6 of 15 Item # 43 STORMWATER UTILITY FEE IMPLEMENTATION (BID # 13-160) PROJECT NUMBER: 328-041110-211828002 SCOPE OF PROJECT 7 | P a g e AMEC will develop unit cost estimates that will be applied to various kinds of capital and remedial maintenance needs. Unit costs, once approved by Augusta, will be applied to identified capital projects. Unit costs will be based on available national and Georgia unit costs adjusted, as needed, to reflect costs in Augusta. A spreadsheet will be used to calculate costs associated with capital and remedial maintenance needs based on available information. A report on capital and remedial maintenance needs assessment will be developed in draft and final. Deliverables: Data gaps meeting, memo presenting unit costs for capital and remedial projects, Capital and Remedial Maintenance Needs Report (draft and final), and extrapolation spreadsheets. Assumptions: Up to three members from AMEC will attend the meeting in person. AED staff will arrange for a meeting location and invite appropriate Augusta staff. AED will provide all necessary data, databases, documents, reports, and GIS layers needed to prepare for this workshop. No data collection is scoped as part of this task. AMEC will provide AED with 4 copies of the final needs assessment as well as a .pdf file. Stage 4 - Stormwater Utility Fee Implementation AMEC will work with staff in implementation of the stormwater user fee which may include other Augusta departments such as IT, Finance, Augusta Utilties Department (AUD), and Environmental Services. Efforts will follow along four inter-related “tracks” of activity: public, finance, program and data. Activities and tasks in the public track were previously covered. The other three-track scope items are covered below. Task 4.I Funding Track Task 4.I-1. Funding Policy Initially, the AMEC Team will meet twice with staff to review Augusta’s existing financial policies and any current thinking in development of financial policies for the user fee. In this meeting we will discuss the following key topic areas:  Basic rate methodology  Secondary funding methods  Rate modifiers  Accounting and budgeting issues such as indirect cost allocation, type of fund, etc. Attachment number 2 \nPage 7 of 15 Item # 43 STORMWATER UTILITY FEE IMPLEMENTATION (BID # 13-160) PROJECT NUMBER: 328-041110-211828002 SCOPE OF PROJECT 8 | P a g e AED and AMEC will form a general policy framework and a roadmap and process for orderly and well documented policy resolution. AMEC will use the existing impervious cover to develop a tiering analysis for single family residential properties and work with staff to develop and basic billing unit, rate and fee structure. During this meeting, we will guide staff, key leaders, and, as appropriate, stakeholders through key policies assigning them to the appropriate level and order of approvals, defining alternatives, and creating a coherent policy document that will serve as the basis for the stormwater cost of service analysis and rate study. Each policy will be described in a brief policy memorandum, and the final policy statement will be developed and placed in a policy notebook to insure adequate record keeping of the fee development process. Deliverables: Two Meetings with AED, Funding policy notebook document in draft and final Assumptions: Augusta legal staff will review and provide comment on the document. AMEC will provide AED with 2 copies of the final policy notebook as well as a .pdf file. Task 4.I-2. Rate Structure and Legal Assessment The Team shall perform a conceptual level of analysis to select a preferred rate methodology. We will examine a range of rate methodology options, modification concepts, and secondary funding methods, and recommend an approach suited to Augusta’s needs. A detailed evaluation of preferred concepts will be prepared. One draft and a final report will be provided. Based on the meeting scoped under 4.I-1, AMEC will identify 3 credit scenarios that could be applied to the Augusta stormwater utility. AMEC will model these scenarios as part of the rate study. The modeling includes identifying the parcels that would be eligible for the credit and estimating the financial impact of these credits on revenues. AMEC and AED will evaluate three scenarios and select the best scenario for inclusion. AMEC will also review the selected rate structure in light of current and past court rulings and seek to position the rate structure to meet standard legal tests to qualify as a legal user fee within the State of Georgia. AMEC can make no certification that the rate and fee will pass a legal challenge but only that it will be configured to do so. AMEC will engage a third-party legal reviewer who will review the rate structure on behalf of Augusta and provide written comments for consideration by the team. Deliverables: Identify and analyze 3 credit scenarios, Rate Structure Analysis document in draft and final, written comments by the third party legal reviewer Attachment number 2 \nPage 8 of 15 Item # 43 STORMWATER UTILITY FEE IMPLEMENTATION (BID # 13-160) PROJECT NUMBER: 328-041110-211828002 SCOPE OF PROJECT 9 | P a g e Assumptions: Augusta legal staff will review and provide comment on the document. AMEC will provide AED with 4 copies of the final rate structure document as well as a .pdf file. Task 4.I-3 Perform Rate Study and Cash Flow Analysis The Team will apply cost-of-service information (see below) to the rate structure. A rate algorithm will be developed to calculate service charges for all properties subject to the initial stormwater service charge and the basic user fee will be calculated. The rate study will also consider how other funding methods might be used both within and outside the umbrella of a stormwater rate ordinance, and what their impact would be on service charge rates and rate design. It will use assumptions and requirements supplied by the City in terms of such factors as bad debt, interest, reserves, indirect cost and billing costs, etc. The rate study will include a five year detailed cash flow analysis with a less detailed analysis out to ten years. The rate study will be delivered in both report and spreadsheet format allowing for easy “what if” analysis. Up to three scenarios will be developed for City review and consideration. The rate study will be formally presented to Commission as requested by City staff. Deliverables: Rate study spreadsheet, Rate Study Report (first and second draft and final), Presentation to Commission. Assumptions: The City will provide key rate study data and information based on their current accounting and funding policies and practices. AMEC will provide AED with 4 copies of the final rate study report as well as a .pdf file. Task 4.1-4 Stormwater Fee Ordinance AMEC staff will meet with AED and the City Attorney to discuss plans and concerns that may impact the stormwater fee ordinance, how the ordinance fits within Augusta City code, etc. The third party lawyer to the AMEC Team will participate in this meeting. AMEC staff will draft the stormwater fee ordinance in draft format for city review and review by the third party lawyer on the AMEC Team. After review, AMEC will incorporate comments received to create a final stormwater fee ordinance. Final review of the ordinance will be by AED and City legal staff. Actual placement of the ordinance into the Code of Ordinances will be a City legal staff function. Attachment number 2 \nPage 9 of 15 Item # 43 STORMWATER UTILITY FEE IMPLEMENTATION (BID # 13-160) PROJECT NUMBER: 328-041110-211828002 SCOPE OF PROJECT 10 | P a g e AMEC will assist AED in presentation of the ordinance to the Commissioners during one work session and at the first reading, as appropriate. Deliverables: Meeting with the City Attorney, Draft and final ordinance, ordinance presentation assistance at one work session and the first reading Task 4.1-5 Credit Manual Based on the credits identified in Task 4.I-2, AMEC will develop a credit manual that supports the credit policy. The manual will include applicable policies, procedures, and forms. It will be produced in one draft and final. Deliverable: Credit manual draft and final Assumptions: AMEC will provide AED with 4 copies of the final credit manual as well as a .pdf file. Task 4.II Program Track Task 4.II-1 Program Conceptual Business Plan AMEC will work with City staff in a day-long workshop format with up to three follow up meetings to define: (1) details of the current stormwater program including any available benchmarking information, manpower, etc.; (2) stormwater program issues and needs based on a modified SWOT analysis; (3) stormwater program priorities organized around key goals, objectives, and strategies; and (4) a five-year detailed and ten year overall program strategy for stormwater management in Augusta. AMEC will discuss previous work in this area to ascertain its current applicability. Strategy will include overall mission and more detailed objective statements for each key stormwater service component concerning desired outcomes or outputs. Deliverables: Workshop, up to 3 meetings, Stormwater Program Conceptual Business Plan in two drafts and final Assumptions: Additional meetings will be timed with other scoped meetings and/or presentations. AMEC will provide AED with 4 copies of the final Stormwater Program Conceptual Business Plan as well as a .pdf file. Task 4.II-2 Program Cost of Service Analysis The Consultant shall develop detailed estimates for operating and capital costs of stormwater services and facilities for the initial five years of the funding period of the rate study and less than detailed for an additional five-year period. The operating costs Attachment number 2 \nPage 10 of 15 Item # 43 STORMWATER UTILITY FEE IMPLEMENTATION (BID # 13-160) PROJECT NUMBER: 328-041110-211828002 SCOPE OF PROJECT 11 | P a g e will be based on policy, program and staffing decisions made by City staff. Capital cost estimates will be derived from capital cost projections contained in Task 3.1. The Consultant will work together with City staff to evaluate and refine current organizational and staffing concepts. Future organization and staffing will be projected consistent with stormwater program and utility funding policy decisions. Alternative means of meeting the immediate work demands implied by the strategy, organizational, and management approaches will be identified. Estimates will be prepared of staffing and outside contracting levels required to attain the program objectives. The mix of operational and capital improvement elements and types of costs to be incurred will be projected, and the critical steps in achieving the strategy determined. Deliverable product from this task will be a report outlining the five-year strategy and assessing briefly pertinent funding methods. Two meetings with staff will be held specifically for this task. The cost-of-service plan will be translated into a tab in the rate study spreadsheet containing, in appropriate detail, detailed cost estimates over a five year period, and less than detailed for five additional years. The program concept and cost will be developed in up to three options. Deliverables: Two drafts and a final cost of service report and tab in the rate study spreadsheet will be provided. Assumptions: No meetings will be held as part of this task. Organizational and staffing changes are expected to focus on additional staff needs associated with additional funding and that little reorganization of existing staff is required. AMEC will provide AED with 4 copies of the final Cost of Service Report as well as a .pdf file. Task 4.II-3 Stormwater Business Plan AMEC will assemble previous financial reports and program elements into an overall Stormwater Business Plan. The Plan will provide a coordinated discussion of program, financing, and schedule suitable to serve as a guidance document into the future. It will also discuss an implementation plan with a special focus on the first two years of activity after initiation of the fee and key preparations prior to the first billing day. AMEC will meet with the City to discuss the first round of review comments. Deliverable: Meeting with staff, Two drafts and a final plan. Assumptions: AMEC will provide AED with 4 copies of the final Stormwater Business Plan as well as a .pdf file. Attachment number 2 \nPage 11 of 15 Item # 43 STORMWATER UTILITY FEE IMPLEMENTATION (BID # 13-160) PROJECT NUMBER: 328-041110-211828002 SCOPE OF PROJECT 12 | P a g e Task 4.III Data Track A user-fee funding strategy requires specific information about impervious cover, land use, and property data in order to fairly distribute the cost of the stormwater program and assess stormwater fees. Information developed within the Data Track will directly support the Funding and Program Tracks, primarily the rate structure, revenue estimates, and rate analysis. Ultimately, the Data Track will produce the stormwater fee database known as the Master Account File. Task 4.III-1. Data Preparation and Analysis AMEC will obtain and evaluate the available GIS and tabular data relevant to utility and fee development. We will work directly with the City’s GIS staff to understand the data layers, relationships, and attributes, as well as production and maintenance procedures. Augusta has an impervious coverage layer that is based on aerial photography flown in 2011. AMEC will assess relevant data for completeness, correctness, accuracy, currency, and spatial alignment so that we can identify any gaps or necessary modifications early in the utility development process. Needs will be summarized in memo format, along with recommendations for how they can be most effectively met on a timeline that supports the intended utility billing effort. The basic unit of measurement for the rate structure will be based on the impervious area on a typical “detached” Single Family Residential (SFR) parcel, referred to as the Equivalent Residential Unit (ERU). Based on the ERU, several residential tiers will be developed reflecting the diversity of housing stock in Augusta; it is assumed this can be accomplished by use of the current impervious layer coverage. Non-single Family Residential (NSFR) parcels will be charged based on total impervious billing units; AMEC will make a recommendation regarding billing units based on considerations for data accuracy, fairness, and revenue generation. Based on discussions with AED, AMEC assumes that the SWU will be invoiced on the existing water and sewer bill, which requires water accounts and parcels to be associated. The MAF will relate per-parcel impervious calculations with account or property owners. Because parcels and premises are not always 1:1 this database will be a key to providing the required connectivity to send out bills on the preferred billing platform. The City has stated that they have geo-located 90% of the accounts, and that at least 60% have been associated with parcels. AMEC will review the City’s matching approach and results, and complete the matching process. Once the impervious and account/parcel data are completed, AMEC will create a draft working-MAF to estimate billing units, identify specific fee impacts (such as the largest potential fee payers), and examine credit scenarios. AMEC will provide the City with a list of additional data resources necessary for the preparation of the MAF structure. Attachment number 2 \nPage 12 of 15 Item # 43 STORMWATER UTILITY FEE IMPLEMENTATION (BID # 13-160) PROJECT NUMBER: 328-041110-211828002 SCOPE OF PROJECT 13 | P a g e In order to help guide decision-making and communication processes, AMEC will produce visual examples of up to 12 various representative NSFR properties (such as commercial, church, industrial, multifamily, etc). Examples will show the impervious values and potential fees under each structure and/or rate being considered. In addition to impervious-review and parcel/account-association tasks, AMEC’s data- preparation work will include (not limited to) the following:  Association of parcel boundary GIS data with property information and Assessor attributes, and identification of components necessary for analysis  Classification of SFR and NSFR properties, and identification of properties-of- interest (such as churches, schools, warehouses) via land use codes and Assessor’s data  Identification of any special or complex billing situations (such as shared common area, stacked parcels, etc.) and development of solutions to address them  Iterative analytic process to establish the appropriate tier break points for residential tiering  Development of NSFR the billing unit  Calculation of impervious area per parcel for the NSFR properties. Deliverables: GIS Data Needs Memo, Draft Master Account File (MAF) with revenue estimate Assumptions: 100 hours of GIS/data-analysis time will be provided. Additional GIS time can be provided at a rate of $140/hour. Task 4.III-2 Billing System Recommendation There are two potential billing approaches – the tax bill and the water/sewer bill. AMEC will work with the City to obtain and evaluate the two billing options and make a recommendation to the City. Preliminary discussions suggest that the Water and Sewer bill is the best billing mechanism; however this will be confirmed through a more complete evaluation. AMEC will meet with tax system personnel and water and sewer billing personnel to ascertain the viability of invoicing the stormwater fee on existing bills, data transfer protocols and approaches, costs, ability to bill stormwater only accounts, customer service capabilities, etc. The City will select a preferred course of action. The billing system chosen will define the ultimate database structure required for the MAF. Attachment number 2 \nPage 13 of 15 Item # 43 STORMWATER UTILITY FEE IMPLEMENTATION (BID # 13-160) PROJECT NUMBER: 328-041110-211828002 SCOPE OF PROJECT 14 | P a g e Deliverable: Meeting with AED/Finance/Augusta Utilities/Tax Commissioners Office, Billing System Analysis draft and final Task 4.III-3. Stormwater Master Account File (MAF) System It is assumed in this task that the water and sewer billing system will be used and that bills will be sent to the account holder for payment of the stormwater bill. Additional policies will be developed to handle other cases. It is anticipated that tax data will serve as the parcel-based foundation for completion of the MAF for the user fee funded stormwater program. Since parcel data is dynamic (constantly changing), it will be necessary to obtain the latest parcel data for the City as close as possible to the ‘go-live’ billing date. AMEC will develop and test the mathematical and spatial calculations needed to determine each property’s potential assessment, and populate the stormwater fee database. The Master Account File (MAF) will be a geodatabase that provides the City with instant visual access to customer, property, and fee information – as well as an easily updatable calculation environment for analyzing revenue details and parcel-based metrics. The MAF brings together all relevant assessment-factors (as defined by the final rate structure and policy), property-related information, customer data, and necessary billing-system coding/identifiers into a single database. It will be designed to fully- support the selected rate structure, rate-formula, and billing mechanism. Assessment amounts and parcel-information will be easily exported to any format (such as Excel) required for integration with the invoicing system, and for reporting purposes. AMEC will provide a simplified stormwater-fee file for integration with the billing mechanism, and will correct any inactive parcels or other errors identified prior to certifying the final billing data for the utility. We will provide documentation of the fee- calculation process and outline future requirements for annual billing file development. We will also provide recommendations for handling data-edits, fee-modifications or corrections, application of credits, fee-determination inquires, and other basic customer-service related needs. AMEC will meet with the Augusta staff responsible for ongoing data maintenance in order to ensure that future updates and maintenance are included into staff assignments prior to the final deliverable of the MAF. AMEC will coordinate with the billing entity on data structure and delivery, perform quality control tests on the fee data, and produce the final data file. Deliverables:  Memorandum on billing approach and addition of billing policies to the policy notebook  Draft fee-data for integration/testing with billing mechanism Attachment number 2 \nPage 14 of 15 Item # 43 STORMWATER UTILITY FEE IMPLEMENTATION (BID # 13-160) PROJECT NUMBER: 328-041110-211828002 SCOPE OF PROJECT 15 | P a g e  Data-management recommendations memo  Meeting to discuss ongoing MAF update/ maintenance needs  Final Master Account File (MAF) Task 4.III-4. Customer Service Assistance AMEC will develop and execute a customer service training program for both current 311 customer service staff and AED staff. We will develop a customer service reference manual including a tool to assist in answering the most common questions. Training will be provided up to two times by the AMEC team and then provided to Augusta for future training and/or new staff orientation. Alternately, and not included in this price, AMEC can also provide an on-line capability to bring up .jpg files of each parcel complete with impervious coverage, and key metadata about the parcel for use by customer service personnel. Deliverables: Customer service training and training manual. Assumptions: Two training classes will be held on the same day. AED will print the necessary materials for the training class. Stage 5 – Management of the Information Gathering and Planning Task 5 will be scoped and included under Phase II of this contract. Attachment number 2 \nPage 15 of 15 Item # 43 Task Technical Advisor Senior Principal Engineer Senior Project Manager Project Manager Sr. Data Analysis/ Info. Mgmt Senior Engineer Project Engineer Project Coordinator Graphics Designer/ Technical Writer AMEC Hours Fee Subconsultant Hours Subconsultant Fee Total 1. Information Technology/ Stormwater Database 1.I Scope Planned Data Collection 1.I-1. Initial In-House Planning Workshop & Preparations 4 16 24 24 4 72 14,827.93$ 16 2,800.00$ 17,627.93$ STAGE 1 SUBTOTALS 4 16 0 24 24 0 0 4 0 72 14,827.93$ 16 2,800.00$ 17,627.93$ 2. Stormwater Legal, and Education and Involvement 2.I Community Assessment 2.I-1. Initial In-House Team Meeting(s)8 10 4 22 6,911.99$ 8 1,400.00$ 8,311.99$ AMEC Subconsultants 2.I-1. Initial In-House Team Meeting(s)8 10 4 22 6,911.99$ 8 1,400.00$ 8,311.99$ 2.I-2. Informal Discussions 8 80 10 98 21,164.92$ 30 5,250.00$ 26,414.92$ 2.II Public Involvement Strategy 2.II-1. Initial In-House Team Meeting 8 10 4 22 6,841.99$ 4 700.00$ 7,541.99$ 2.II-2. Plan Development 12 8 12 32 5,055.99$ 16 2,800.00$ 7,855.99$ 2.III Stakeholder Participation 2.III-1. SWAT Development 4 2 4 4 14 1,895.00$ 10 1,750.00$ 3,645.00$ 2.III-2. SWAT Meetings 36 36 72 21,307.46$ 42 6,900.00$ 28,207.46$ 2.IV Town Hall and Neighborhood Meetings and Presentations & 2.VII Assist in Neighborhood Group Interaction and Coordination16 8 80 104 33,289.92$ 62 10,400.00$ 43,689.92$ 2.V Disseminate Informational Materials and Provide Information for the Stormwater Website4 4 60 68 5,900.00$ 16 2,800.00$ 8,700.00$ 2.VI Assist Media Interaction and Media Campaign 8 12 80 100 15,654.83$ 40 7,000.00$ 22,654.83$ STAGE 2 SUBTOTALS 104 8 0 242 80 0 34 4 60 532 118,022.10$ 228 39,000.00$ 157,022.10$ 3. Create Master Planning List 3.I Preliminary Capital Improvement Needs Assessment 16 24 40 60 4 144 27,808.94$ 56 8,600.00$ 36,408.94$ 3.I Preliminary Capital Improvement Needs Assessment 16 24 40 60 4 144 27,808.94$ 56 8,600.00$ 36,408.94$ SUBTOTALS 16 24 0 40 60 0 0 4 0 144 27,808.94$ 56 8,600.00$ 36,408.94$ 4. Stormwater Utility Fee Implementation 4.I Funding Track 4.I-1. Funding Policy 40 16 40 96 18,464.90$ 24 6,900.00$ 25,364.90$ 4.I-2. Rate Structure and Legal Assessment 36 16 80 132 24,999.82$ 12 4,800.00$ 29,799.82$ 4.I-3. Perform Rate Study and Cash Flow Analysis 36 16 80 4 136 24,827.82$ 0 -$ 24,827.82$ 4.I-4. Stormwater Fee Ordinance 40 24 24 88 19,249.93$ 20 6,200.00$ 25,449.93$ 4.I-5. Credit Manual 8 16 16 16 2 58 8,121.95$ 12 1,400.00$ 9,521.95$ 4.II Program Track 4.II-1. Program Conceptual Business Plan 52 80 8 4 144 32,051.92$ 36 4,800.00$ 36,851.92$ 4.II-2. Program Cost of Service Analysis 8 16 40 12 76 11,095.90$ 32 4,400.00$ 15,495.90$ 4.II-3. Stormwater Business Plan 16 40 8 12 76 13,730.94$ 28 3,400.00$ 17,130.94$ 4.III Data Track 4.III-1. Impervious Cover Layer 8 100 108 15,499.79$ 0 -$ 15,499.79$ 4.III-1. Impervious Cover Layer 8 100 108 15,499.79$ 0 -$ 15,499.79$ 4.III-2. Billing System Recommendation 8 16 4 16 44 7,742.98$ 0 -$ 7,742.98$ 4.III-3. Stormwater Master Account File (MAF) System 24 180 204 32,559.62$ 0 -$ 32,559.62$ 4-III-4. Customer Service Assistance 4 8 16 28 5,347.99$ 16 2,800.00$ 8,147.99$ SUBTOTALS 248 0 0 280 572 0 80 10 0 1190 213,693.58$ 180 34,700.00$ 248,393.58$ 5. Management of the Information Gathering and Planning 5.I Additional support as needed 25,000.00$ SUBTOTALS 0 0 0 0 0 0 0 0 0 0 -$ 25,000.00$ TOTALS 372 48 0 586 736 0 114 22 60 1938 374,352.54$ 480 85,100.00$ 484,452.54$ TOTALS 372 48 0 586 736 0 114 22 60 1938 374,352.54$ 480 85,100.00$ 484,452.54$ At t a c h m e n t n u m b e r 3 \ n P a g e 1 o f 1 It e m # 4 3 Request for Qualifications Request for Qualifications will be received at this office until Thursday, July 11, 2013 @ 11:00 a.m. for furnishing: RFQ Item #13-160 Stormwater Utility Program for Engineering Department RFQs will be received by: The Augusta Commission hereinafter referred to as the OWNER at the offices of: Geri A. Sams, Director Augusta Procurement Department 530 Greene Street - Room 605 Augusta, Georgia 30901 RFQ documents may be viewed on the Augusta Georgia web site under the Procurement Department ARCbid. RFQ documents may be obtained at the office of the Augusta, GA Procurement Department, 530 Greene Street – Room 605, Augusta, GA 30901. All questions must be submitted in writing by fax to 706 821-2811 or by email to procbidandcontract@augustaga.gov to the office of the Procurement Department by Friday, June 21, 2013 @ 5:00 P.M. No RFQ will be accepted by fax, all must be received by mail or hand delivered. No RFQ may be withdrawn for a period of 90 days after time has been called on the date of opening. Invitation for bids and specifications. An invitation for bids shall be issued by the Procurement Office and shall include specifications prepared in accordance with Article 4 (Product Specifications), and all contractual terms and conditions, applicable to the procurement. All specific requirements contained in the invitation to bid including, but not limited to, the number of copies needed, the timing of the submission, the required financial data, and any other requirements designated by the Procurement Department are considered material conditions of the bid which are not waiveable or modifiable by the Procurement Director. All requests to waive or modify any such material condition shall be submitted through the Procurement Director to the appropriate committee of the Augusta, Georgia Commission for approval by the Augusta, Georgia Commission. Please mark RFQ number on the outside of the envelope. Bidders are cautioned that acquisition of RFQ documents through any source other than the office of the Procurement Department is not advisable. Acquisition of RFQ documents from unauthorized sources places the bidder at the risk of receiving incomplete or inaccurate information upon which to base his qualifications. GERI A. SAMS, Procurement Director Publish: Augusta Chronicle May 30, June 6, 13, 20, 2013 Revised: 8/15/2011 Attachment number 4 \nPage 1 of 1 Item # 43 VENDORS Attachment B E-Verify # Addendum 1 SAVE Form Original 6 Copies AMEC 1075 Big Shanty Rd., NW, Suite 100 Kennesaw, GA 30144 Yes 44372 Yes Yes Yes Yes Tetra Tech, Inc 2110 Powers Ferry Rd., Suite 202 Atlanta, GA 30339 Yes 160401 Yes Yes Yes Yes Ecological Planning Gr 7 East Congress St., Suite 801 Savannah, GA 31401 Yes 287047 Yes Yes Yes Yes Raftelis Financial Cons 1031 South Caldwell St Suite 100 Charlotte, NC 28203 Yes 266589 Yes Yes Yes Yes URS Corporation 1000 Abernathy RD., NE, Suite 900 Atlanta, GA 30328 Yes 66814 Yes Yes Yes Yes MWH Americas 230 Peachtree St., Suite 470 Atlanta, GA 30303 Yes 539319 Yes Yes Yes Yes Jacobs 6801 Govenors Lake Pkwy., Bldg 200 Norcross, GA 30071 Yes 212531 Yes Yes Yes Yes RFQ Opening RFQ Item #13-160 Stormwater Utility Program for Augusta, Georgia - Engineering Department RFQ Due: Thursday, July 11, 2013 @ 11:00 a.m. Page 1 of 1 Attachment number 5 \nPage 1 of 1 Item # 43 Attachment number 6 \nPage 1 of 8 Item # 43 Attachment number 6 \nPage 2 of 8 Item # 43 Attachment number 6 \nPage 3 of 8 Item # 43 Attachment number 6 \nPage 4 of 8 Item # 43 Attachment number 6 \nPage 5 of 8 Item # 43 Attachment number 6 \nPage 6 of 8 Item # 43 Attachment number 6 \nPage 7 of 8 Item # 43 Attachment number 6 \nPage 8 of 8 Item # 43 Attachment number 7 \nPage 1 of 4 Item # 43 Attachment number 7 \nPage 2 of 4 Item # 43 Attachment number 7 \nPage 3 of 4 Item # 43 Attachment number 7 \nPage 4 of 4 Item # 43 Evaluation Criteria PTS AMEC 1075 Big Shanty Rd., NW, Suite 100 Kennesaw, GA 30144 Tetra Tech, Inc 2110 Powers Ferry Rd., Suite 202 Atlanta, GA 30339 Ecological Planning Gr 7 East Congress St., Suite 801 Savannah, GA 31401 Raftelis Financial Cons 1031 South Caldwell St Suite 100 Charlotte, NC 28203 URS Corporation 1000 Abernathy RD., NE, Suite 900 Atlanta, GA 30328 MWH Americas 230 Peachtree St., Suite 470 Atlanta, GA 30303 Jacobs 6801 Govenors Lake Pkwy., Bldg 200 Norcross, GA 30071 1) Qualifications of company (company profile).10 10.0 8.2 8.3 8.8 7.7 7.0 9.2 2) Qualifications and experience of key professionals that will be assigned to the project. 20 19.5 16.7 19.0 18.3 15.3 15.0 18.7 3) Specific relevant experience of your company (specific to Stormwater Utility Program and Fee Structure Development). 25 23.3 19.0 22.3 19.3 15.0 15.0 20.5 4) A detailed description of the proposed technical approach to be taken for the performance of the required services. 25 24.0 18.8 19.8 20.3 18.3 16.3 20.5 5) Conceptual project schedule.10 9.7 9.3 9.3 9.0 9.3 9.0 9.7 6) References 5 5.0 5.0 5.0 5.0 5.0 5.0 5.0 5) Proximity to Augusta 5 3.0 5.0 3.0 2.3 3.0 3.0 3.0 Total 100 94.5 82.0 86.8 83.2 73.7 70.3 86.5 Cumulative - Evaluation Sheet RFQ Item #13-160 Stormwater Utility Program for Augusta, Georgia – Engineering Department Attachment number 8 \nPage 1 of 1 Item # 43 Attachment number 9 \nPage 1 of 1 Item # 43 Commission Meeting Agenda 10/15/2013 2:00 PM Windsor Spring Road, Phase IV and Phase V (SA15/Chg#17) Department:Abie Ladson, Director Caption:Motion to approve Supplemental Agreement 15 and Change Number 17 in the amount of $28,112 from Jacobs Engineering Group Inc., to update the specials studies as part of the environmental document re-evaluation and approval process which will enable construction funds to be authorized and plans updated in accordance with the new GDOT guidelines for the Georgia EPD and US Army Corps of Engineers for approval of the Stream Buffer Variances and Individual Permit, respectively, on the projects to improve Windsor Spring Road from SR 88 in Hephzibah to Willis Foreman Rd (Phase V) 323-04-299823786 and from Willis Foreman Road to Tobacco Road (Phase IV) 323- 04-299823766 as requested by AED. (Approved by Engineering Services Committee October 7, 2013) Background:On April 6, 1999 it was Commission approved to enter into an agreement with GDOT to accept responsibility for the project preliminary engineering, right of way (r/w) acquisition and relocation of utilities on the Windsor Spring Road Phase IV and Phase V projects. The projects will widen and reconstruct Windsor Spring Road to 4 lanes with a 19’ raised median from Willis Foreman Road to Tobacco Road, and replace the bridge over Spirit Creek (Phase IV), and from SR 88 in Hephzibah to Willis Foreman Road and replace the bridge over Norfolk Southern Railroad (Phase V). On October 30, 2007 GDOT agreed to fund and acquire the right of way on Phase IV; $9,970,630 has been authorized and r/w activities are underway. Funding for the right of way on Phase V is a joint effort between Augusta, Georgia ($1,100,000) and GDOT (not to exceed $4,236,500). Augusta, Georgia is responsible for the acquisition and r/w activities that are underway. Final design activities are underway on both phases. GDOT is responsible for the construction costs, $25,097,187 (Phase IV and $15,017,944 (Phase V). The current let dates for Phase IV and Phase V are May 16, 2014. Analysis:The environmental document must be re-evaluated and approved by GDOT and the Federal Highway Administration (FHWA), Cover Memo Item # 44 which will enable construction funds to be authorized on these projects. Right of Way acquisition is underway on Phase IV and Phase V. The footprint of the projects has changed to incorporate negotiation requests to acquire parcels. The environmental document assesses the impact the projects will have on ecology, air, noise,history and archaeology along the corridor. These studies must be updated to agree with the new path of the projects. The fee for this effort is $17,572. GDOT has adopted new guidelines concerning the preparation of plans that must be submitted to Georgia EPD, for the approval of the Stream Buffer Variances and US Army Corps of Engineers for approval of the Individual Permit. Each of these agencies reviews different aspects of the plans so, they must be prepared separately for submission to each agency for review and approval. The fee for this effort is $10,540. Financial Impact:The fee proposed for this is $28,112. Funds are available in the Phase IV project utility account and will be transferred to the project engineering accounts for Phase IV and Phase V. Alternatives:1. Approve caption 2. Do not approve and delay progress on projects that are critical to south Augusta Recommendation:Approve alternative #1 Funds are Available in the Following Accounts: 323-04-1110-52.12115/299832766-5212115 REVIEWED AND APPROVED BY: Cover Memo Item # 44 (SA02 – For changes greater than $20,000) March 2010 January 2001 AUGUSTA, GEORGIA ENGINEERING DEPARTMENT SUPPLEMENTAL AGREEMENT Augusta Richmond County Project Number(s): 323-041110-299823766 & 323-041110-299823786 GDOT Number (s): STP00-7007-00 (006) & STP00-1105-00 (004) PI 250610 & 254320 Supplemental Agreement Number: 15 Purchase Order Number: 53296 WHEREAS, We, Jacobs Engineering Group Inc., Consultant, entered into a contract with Augusta-Richmond County on June 27, 2001, for engineering design services associated with the improvements to Windsor Spring Road Improvements Phase IV & Phase V, projects STP00-7007-00 (006) & STP00-1105-00 (004), File Reference No. 13- 014 (A), and WHEREAS, certain revisions to the design requested by Augusta-Richmond County are not covered by the scope of the original contract, we desire to submit the following Supplemental Agreement to-wit: Update the special studies as part of the re-evaluation and approval of the environmental document for authorization of construction funds and incorporate the new GDOT guidelines for EPD and the U S Army Corps of Engineers plans for approval of the Stream Buffer Variances and Individual Permit It is agreed that as a result of the above described modifications the contract amount is increased by $28,112 from $2,782,819.50 to a new total of $2,810,931.50. Any modifications to submittal dates shall be as identified in the attached proposal. This agreement in no way modifies or changes the original contract of which it becomes a part, except as specifically stated herein. NOW, THEREFORE, We, Jacobs Engineering Group Inc., Consultant, as successor in interest to Jordan, Jones and Goulding, Inc. and Augusta-Richmond County hereby agree to said Supplemental Agreement consisting of the above mentioned item, and agree that this Supplemental Agreement is hereby made a part of the original contract to be performed under the specifications thereof, and that the original contract is in full force and effect, except insofar as it might be modified by this Supplemental Agreement. This day of , 2013. RECOMMEND FOR APPROVAL: CITY OF AUGUSTA-RICHMOND COUNTY JACOBS ENGINEERING GROUP INC. AUGUSTA, GEORGIA Mayor Deke S. Copenhaver Approved Date: Approved Date: [ATTACHED CORPORATE SEAL] ATTEST: ATTEST: Title: Title: Attachment number 1 \nPage 1 of 1 Item # 44 Augusta-Richmond County, Georgia BE IT ORDAINED by the Commission-Council of Augusta-Richmond County, Georgia that the following Capital Project Budget is hereby adopted: Section 1: This project is authorized to CPB#323-041110-299823786 and SA #15. The funding for this project in the amount of $28,112 is needed to update special studies as part of the environmental document re-evaluation and approval process. Section 2: The following revenues are anticipated to be available to the Consolidated Government to complete the project. Special 1% Sales Tax, Phase III 1,560,500$ Special 1% Sales Tax, Phase IV 600,000$ 2,160,500$ Section 3: The following amounts are appropriated for the project: By Basin By District 4th, 6th, & 8th 2,160,500$ Section 4: Copies of this Capital Project Budget shall be made available to the Comptroller for direction in carrying out this project. Adopted this ____________________ day of ______________________. Approved _________________________________________________ Original-Commission Council Office Copy-Engineering Department Copy-Finance Department Copy-Procurement Department CPB#323-041110-299823786 CAPITAL PROJECT BUDGET WINDSOR SPRING ROAD IMPROVEMENTS, SECTION IV (WILLIS FOREMAN RD TO TOBACCO RD) CHANGE NUMBER SEVENTEEN McBean/Spirit Crk $ 2,160,500 Fredrick L. Russell, City Administrator Please do not process this document. Once approved by the Commission the original will be sent to the Clerk of Commission for execution. For information reference this request, contact Engineering at ext 5070. Thanks 1 of 2 10/3/2011 Attachment number 2 \nPage 1 of 2 Item # 44 Augusta-Richmond County, Georgia CPB#323-041110-299823786 CAPITAL PROJECT BUDGET WINDSOR SPRING ROAD IMPROVEMENTS, SECTION IV (WILLIS FOREMAN RD TO TOBACCO RD) CHANGE NUMBER SEVENTEEN CPB AMOUNT CPB NEW SOURCE OF FUNDS CPB CHANGE CPB SALES TAX, PHASE III 323041110-000000-299823766 ($1,000)($1,000) SALES TAX, PHASE III 323041110-000000-299823766 ($1,306,500)($1,306,500) SPECIAL 1% SALES TAX, PHASE IV 324041110-000000-202824766 ($600,000)($600,000) (Transferred to Section V 299823786)$159,500 $159,500 Trans TOTAL SOURCES:($1,748,000)($1,748,000) USE OF FUNDS ADVERTISING 323041110-5233119-299823766 $1,000 $1,000 ENGINEERING 323041110-5212115-299823766 $1,436,364 $28,112 $1,464,476 RIGHT OF WAY 323041110-5411120-299823766 $251,136 $251,136 (transferred to Section V 299823786) UTILITIES 323041110-5414510-299823766 $50,000 ($28,112)$21,888 SIGNAL 323041110-5414610-299823766 $5,000 $5,000 CONTINGENCY 323041110-6011110-299823766 $4,500 $4,500 TOTAL USES:$1,748,000 $1,748,000 2 of 2 10/3/2011 Attachment number 2 \nPage 2 of 2 Item # 44 Commission Meeting Agenda 10/15/2013 2:00 PM Minutes Department:Clerk of Commission Caption:Motion to approve the minutes of the regular meeting of the Commission held October 1, 2013 and Special Called Legal Meetings held October 1 and 7, 2013. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 45 Commission Meeting Agenda 10/15/2013 2:00 PM FY 2014 Proposed Augusta Georgia Budget Department:Administrator Caption:Presentation of the proposed FY 2014 budget for Augusta Georgia. Background:Per the adopted budget calender the proposed 2014 budget is being presented to the Commission by the Administrator. Analysis:The document presented today is to provide detailed information to the commissioner regarding the proposed 2014 budget. The 2014 budget for Augusta Georgia is required to be adopted during the November 19 2013 commission meeting. Financial Impact: Alternatives: Recommendation:Receive as information Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Finance. Law. Administrator. Clerk of Commission Cover Memo Item # 46 Commission Meeting Agenda 10/15/2013 2:00 PM Affidavit Department:Clerk of Commission Caption:Motion to authorize execution by the Mayor of the affidavit of compliance with Georgia's Open Meeting Act. Background: Analysis: Financial Impact: Alternatives: Recommendation: Funds are Available in the Following Accounts: REVIEWED AND APPROVED BY: Cover Memo Item # 47