City of West Point Council Work Session Agenda Tuesday, April 29, 2025 @ 5:30 PM AL City Hall Council Chambers We Encourage Attendees to Watch the Meeting Live at: itp:/www.dityolwestpontgacomlgpvermentelected.ofialslwathlve. MEETING CALLED TO ORDER AGENDA REVIEWED IN ITS ENTIRETY BEFORE DISCUSSION PUBLIC COMMENT ON ANY ISSUE (5 MINUTE LIMIT) CITY MANAGER REPORT NEW BUSINESS Proclamation for Local Literacy Initiative Joint Funding Agreement for Aerial Imagery Services Department of the Army Design and Construction Assistance Agreement for Environmental Infrastructure improvements Project HB581 & HB92 Estimated Roll-back Millage Rate for 2025 Executive Session to discuss Pending Litigation CONSIDER ITEMS FOR BUSINESS MEETING (Create Business Meeting Agenda) ADJOURNED NEXT MEETING: Business Meeting Monday, May 12, 2025 @ 5:30PM STATE OF GEORGIA COUNTY OF TROUP JOINT FUNDING AGREEMENT FOR AERIALIMAGERY SERVICES This Agreement is made and entered into this day of 2025, by and among Troup County, Georgia, a political subdivision of the State of Georgia ("County"), and the City of LaGrange ("LaGrange"), the City of Hogansville ("Hogansville"), and the City of West Point ("West Point"), municipal corporations in the State of Georgia (collectively the Municipalities"). WITNESSETH: WHEREAS, the County will enter into an agreement with EagleView for aerial imagery services (the "Imagery Contract") for two 3-inch resolution capture projects scheduled in 2026 and 2029 for a total cost of $257,040, payable over a six-year term in annual installments of $42,840 as per the attached Proposal (Attachment "I"); and WHEREAS, the Municipalities have agreed to participate in the funding of the Imagery Contract based on their share of parcels within Troup County and the Harris County portion of West Point; and WHEREAS, the parties desire to establish a framework for timely payment, reimbursement, and coordination related to the project. NOW, THEREFORE, for and in consideration of the premises and mutual promises herein contained and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Purpose. The purpose of this Agreement is to define the roles, responsibilities, and payment obligations of the County and the Municipalities for the costs associated with aerial imagery services. 2. Effective Date and Term. This Agreement shall be effective upon execution and shall remain in effect through final payment in 2030, unless terminated earlier by mutual written agreement. Termination shall not affect any obligations accrued prior to termination. 3. Funding Obligations. (a) The County shall pay the vendor (EagleView) each annual installment of $42,840, due on the anniversary date of activation, beginning in 2025 and ending in 2030. Page 1 (b) Within thirty (30) days of receipt of payment confirmation from the vendor, the Municipalities agree to reimburse the County in the following prorated amounts: Entity Parcel Count Annual Share Total Obligation Troup County 17,680 $20,133 $60,400 City ofLaGrange 13,839 $15,758 $47,275 City of Hogansville 2,245 $2,556 $7,669 City of West Point 1,485 (TC) + Harris $4,392 $13,176 Co. area 4. Contract Administration. The County shall be responsible for all contract administration services at no cost to Municipalities. 5. Default and Termination. 5.1 Default and Remedies The parties hereto agree that the following shall govern any default arising under this Agreement. 5.1.1 Default If any party fails to perform any of the agreements, covenants or provisions at the time and in the manner provided for in this Agreement, then such party shall be in default hereunder. Any non-defaulting party may give notice to the defaulting party specifying the alleged default. If any party fails to remedy such default within the period provided in Section 5.1.2 below, then the non-defaulting party may bring an action against the defaulting party for any legal or equitable relief for which the non-defaulting party may be entitled as set forth in Section 5.1.3 below. 5.1.2 Right to Cure If any party defaults in its obligation to the other party pursuant to this Section 5, then the non-defaulting party shall give notice to the defaulting party to cure such default within thirty (30) days of the giving of such notice. Ifany such default is not capable of being cured within such 30-day period, then an additional amount oftime as is necessary to cure such default shall be granted SO long as a curing action has been commenced and is being diligently carried out. Page 2 5.1.3 Remedies In the event any party defaults in the performance of its obligations under, or otherwise violates any of the terms of this Agreement, and such default or violation continues uncured for the period set forth in Section 5.1.2 above, then the non-defaulting party shall be entitled to pursue any and all remedies available at law or in equity. 6. Miscellaneous. 6.1 Amendments This Agreement cannot be changed or terminated orally, but only by an agreement in writing signed by the party against whom enforcement of any waiver, change or modification is sought. 6.2 Notices All notices, requests, demands, instructions, and other documents shall not be effective unless personally delivered or couriered, or sent by facsimile or other means of written telecommunications, or mailed, certified or registered mail, return receipt requested, to the following addresses: Ifto County: Troup County Board of Commissioners clo County Manager 100 Ridley Avenue LaGrange, Georgia 30240 Ifto LaGrange: Ifto West Point: Ifto Hogansville: Any party may, at any time, change its address for the above purposes by mailing as aforesaid a notice stating the change and setting forth the new address. 6.3 Recitals; Exhibits All recitals set forth at the beginning of this Agreement and exhibits referenced in this Agreement constitute a material part of this Agreement and are expressly made a part hereof. Page 3 6.4 Waiver No consent or waiver expressed or implied by any party to any breach or default by any other party in the performance by such party of the obligations under this Agreement shall be deemed or construed to be a consent or waiver of the same or any other obligation. Failure on the part of any party to complain of any act or failure of any other party or to declare such other party in default, irrespective of how long such failure continues, shall not constitute a waiver by such party of the rights thereof under this Agreement. 6.5 Authority Each Party represents and warrants that it has full authority and legal right to enter into and perform under this Agreement. 6.6 Assignment The parties shall not have the right to assign and transfer all or any portion of their respective interests in this Agreement without the prior written consent of the other parties. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of the parties and their respective successors and assigns. 6.7 Severability If any one or more of the provisions, or portion of a provision, contained herein will for any reason be held by any court of competent jurisdiction to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability will not affect any other provision hereof, and this Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein and the remainder of the Agreement and/or the remainder of that provision shall remain valid. 6.8 Entire Agreement This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof, superseding all prior communications and negotiations, and may not be amended, supplemented or changed without the written consent of each party hereto. 6.9 Counterparts This Agreement may be executed in multiple counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Facsimile or electronic signatures shall be deemed originals for all purposes. IN WITNESS WHEREOF, each of the parties hereto have executed this Agreement under seal as ofthe date first above written. SIGNATURES ON FOLLOWING PAGE] Page 4 TROUP COUNTY, GEORGIA (SEAL) BY: Patrick Crews, Chairman ATTEST: Valerie West, County Clerk CITY OF LAGRANGE, GEORGIA (SEAL) BY: ATTEST: CITY OF WEST POINT, GEORGIA (SEAL) BY: ATTEST: CITY OF HOGANSVILLE, GEORGIA (SEAL) BY: ATTEST: Page 5 Attachment "1" Budget Proposal TM - eagleview Proposal for: Troup County, GA EagleView Rep: Lucas Furman Project Name: GATROU25 Cloud - 3" Phone Number: Quote Number: Q-59730 Email: lucas.f umman@eaglevew.com Contract Term: 6 Year(s) Expiration Date: 3/23/2025 Number of Projects: 2 Payment Term Summary Due at initial activation of services $42,840.00 Due at first anniversary of initial activation of services $42,840.00 Due at second anniversary of initial activation of services $42,840.00 Due at third anniversary of initial activation of services $42,840.00 Due at fourth anniversary of initial activation of services $42,840.00 Due at fifth anniversary ofi initial activation of services $42,840.00 Contract Total: $257,040.00 Project 1 QTY Product Name 476.00 EagleView Cloud - Imagery 3in 1.00 EagleView Cloud - Physical Delivery Orthomosaic - 3in 1.00 Eagleview Cloud - Software - Plus 1.00 EagleView Cloud- Authorized Subdivisions 1.00 EagleView Cloud - Comprehensive Integration Bundle 1.00 EagleView Cloud - Disaster Response Program 1.00 EagleView Cloud - Early Access 1.00 EagleView Cloud - Capture History Project 1 TOTAL: USD 128,520.00 This quote is non-binding, creates no legal rights, duties or obligations, expressed or implied, on either party, and shall become binding only in the event that Pictometry and Customer enter into a definitive agreement incorporating it. The pricing quoted above does not reflect applicable taxes, which will be reflected in any resulting definitive agreement with Customer. This quote is valid until the date shown above, after which it expires. All Discounts are approximate. Project 2 QTY Product Name 476.00 EagleView Cloud - Imagery 3in 1.00 EagleView Cloud - Physical Delivery Orthomosaic - 3in 1.00 Eagleview Cloud - Software Plus 1.00 EagleView Cloud - Authorized Subdivisions 1.00 EagleView Cloud Comprehensive Integration Bundle 1.00 EagleView Cloud Disaster Response Program 1.00 EagleView Cloud Early Access 1.00 EagleView Cloud Capture History Project 2 TOTAL: USD 128,520.00 TOTAL: USD 257,040.00 Broken Down as follows: 2026 & 2029 Proposed Aerial Flights: Troup County has a total of 35,249 Parcels. The Above Quote broken down per parcel = $3.42 per parcel. The above quote is based on splitting the total cost over 3 years. Broken down per Tax District as follows. Troup County having 17,680 in Tax District 01. $60,400 Split over 3 Year Payments = ($20,133) The City of LaGrange having 13,839 parcels in Tax Districts 16, 19, 21, 22, 23, 24, 25, 26 and 27. $47,275 Split over 3 Year Payments = ($15,758) The City of Hogansville having 2,245 parcels in Tax District 18 = $7,669 Split over 3 Year Payments ($2,556) The City of West Point having 1,485 in Tax Districts 17 & 30, PLUS: The Area inside Harris County that has the City Limits of West Point. $5,076.06 Troup County Parcel Plus $8,100 for the Harris County Area. Total Cost for West Point $13,176 Split over 3 Year Payments ($4,392) Prepared by Dan Smith, Troup County Property Appraisal Office This quote is non-binding, creates no legal rights, duties or obligations, expressed or implied, on either party, and shall become binding only in the event that Pictometry and Customer enter into a definitive agreement incorporating it. The pricing quoted above does not reflect applicable taxes, which will be reflected in any resulting definitive agreement with Customer. This quote is valid until the date shown above, after which it expires. All Discounts are approximate. Troup County, GA eagleview 61D 45 6 Mos a Opx EV Cloud 3in 476 SqMies Conts a informason ons Open Surs oM 4o. ch ace avalaslo De nder na Opon Dasoas e con a oDbL opon a root ppvn ias This quote is non-binding, creates no legal rights, duties or obligations, expressed or implied, on either party, and shall become binding only in the event that Pictometry and Customer enter into a definitive agreement incorporating it. The pricing quoted above does not reflect applicable taxes, which will be reflected in any resulting definitive agreement with Customer. This quote is valid until the date shown above, after which it expires. All Discounts are approximate. Integrated Letter Report with Integral Determination for Work Proposed to be Performed as In-Kind Contributions by the City of West Point, GA Environmental Infrastructure Assistance Program Section 219 of WRDA 1992 Design and Construction Assistance for Georgia Environmental Infrastructure improvements Project Increment 1: West Point (Troup County) - Raw Water Intake, Pump Station, and Water Main March 2025 PROJECT AUTHORIZATION. The project is authorized by Section 219 of the Water Resources Development Act (WRDA) of 1992, as amended by WRDA 2022, Section 8375(a)(322) (P.L 117- 263 Division H): SEC. 8375. ENVIRONMENTAL INFRASTRUCTURE. (a) NEW PROJECTS. - Section 219(f) of the Water Resources Development Act of 1992 (106 Stat. 4835; 113 Stat. 336; 121 Stat. 1258) is amended by adding at the end the following: (322) / GEORGIA-75,00000 for environmental infrastructure in [multiple counties, including] Troup County : Georgia. NON-FEDERAL SPONSOR. City of West Point, Troup County, Georgia is the non-Federal Sponsor (NFS) for this work increment. FINANCIAL CAPABILITY OF THE SPONSOR. The NFS has local funding available to cost share this effort. The NFS provided a self-certification of financial capability for agreements on 8 Jan 2025. DESCRIPTION OF PROJECT. The NFS has requested assistance from the U.S. Army Corps of Engineers (USACE) to design and construct environmental infrastructure improvements. The initial increment is a new raw water intake, pump station, and water main for the City of West Point, Troup County, Georgia. This increment of work relates to the Sponsor' S broader local effort to implement its environmental infrastructure capital improvement program, which includes a water treatment plant expansion to be carried out by the Sponsor concurrently with the Federal effort. The NFS is required to provide all lands or easements, relocations, and cash required to equal at least 25% oft the project total cost. USACE assistance will include all program and project management, NEPA compliance, design reviews, engineering during construction, and construction management. Design-Build contract (MATOC Task Order) scoping, acquisition, and administration will also be provided by USACE. BACKGROUND. The project is located entirely on City owned property or easements on the west bank ofthe Chattahoochee River, approximately 1.5 miles below the West Point Lake dam. The proposed raw water intake and pump station will be constructed on City-owned property approximately 0.8 miles upstream ofthe existing intake on the Chattahoochee River. The new location, in deeper water and upstream of Oseligee Creek, will provide higher quality raw water in a more reliable quantity. Raw water intake and pumping capacity must be expanded (maximum withdrawal of4.0 MGD) to meet demands projected in the current decade. Existing intake facilities (c. 1964) with a capacity of2.1 MGD are ofi insufficient size to support expansion and are approaching the end of useful service. The goal of this project and the concurrent water treatment plant expansion are to provide an additional 1.9 MGD of capacity to supply water demands for the City of West Point, home of Kia Georgia, the center of automotive manufacturing in Georgia, and support a total of7,852 manufacturing employees, a current service population of 5,800 people, new industrial facilities anticipated, approved residential developments in progress, and commercial growth to support residents and employees in the service area. ENVIRONMENTAL COMPLIANCE. In accordance with NEPA, impacts to the environment from the proposed action and alternatives will be considered by the Mobile District. Interagency coordination will be conducted by USACE, Mobile District, and public comment solicited as a required part ofthe NEPA process. All required permits, if any, shall be in place before construction is allowed to begin. It is anticipated the Mobile District will prepare an Environmental Assessment and all other NEPA related requirements. Cultural and tribal coordination will also be conducted by the Mobile District. State and local permits will be the responsibility ofthe design-build contractor. IN-KIND CONTRIBUTIONS INTEGRAL DETERMINATION. Subject to MSC approval, the following is a description of the proposed work that the non-Federal Sponsor is to perform as In- kind contributions. Also, the below Tables 1 and 2 provide a list of In-Kind work that is acceptable or not acceptable as integral to a project in accordance with ER 1165-2-208, 16 December 2015. They also indicate if and how the listed work applies to the current increment of project work. Table 3 shows a cost comparison and estimated credit of the estimated in-kind contributions. 1. Stakeholder Meeting Support - identification of key stakeholders to be affected, be it temporary impacts due to construction activity or long-term beneficiaries of the project; provision of the venue and facilitation of the meeting; follow-up with stakeholder attendees with details of the work to be conducted. Support also will include the analysis and recommendation of detour and haul routes for use during construction to minimize impacts to stakeholders (as well as the public) during construction. Information gleaned from the Stakeholders meeting(s) will be used to inform the design. 2. Non-Federal Sponsor technical review at critical design milestones (50% and 100%). This technical review is necessary to identify any issues or concerns regarding the existing 2 systems/utilities. which may be impacted or must function in connection with the increments of work identified for construction. Operations and maintenance considerations are also critical to be identified during the design phase to assure project sustainability. All NFS review comments will be provided directly to the Government by the NFS and shared as appropriate by the Contracting Officer's Representative (COR) with the contractor to address concerns. 3. Non-Federal Sponsor involvement in the development of Request for Information (RFI) responses as presented by the AE contractor (or construction contractor) to the Government. Some responses can be answered by the Government's technical staff, but others require specific knowledge of existing systems that necessitate a response, and at times, research, by the Non- Federal Sponsor to fully respond to RFI's as presented by the contractors. All RFI responses required of the NFS will be provided directly to the Government to be shared by the COR, as appropriate, with the contractor. Note: The Non-Federal Sponsor's S costs ofCoordination Team participation and audits are not in- kind contributions and are not included in "shared costs" for cost sharing purposes. Likewise, the Federal Government's S cost ofCoordination Team participation and audits are not included in "shared costs" for cost sharing purposes although these costs are included in calculating any limit on Federal participation. (Footnote, Page 4, Engineer Regulation 1165-2-208, 161 December 2015) Description oft the Federal Project (components included within this IDR): As described above, this environmental infrastructure increment of work includes three primary focus areas for which the NFS is uniquely qualified. NFS efforts to support stakeholders meeting(s), provide milestone design reviews from 0&M perspective, and prepare responses to RFI's concerning existing systems, local requirements, etc. are critical to success ofthe execution of the project. Total anticipated in-kind contributions is estimated to be $15,000. NEPA Documentation: The nature of the planned in-kind contributions is not subject to NEPA documentation requirements. 3 Table 1 - Itemized List ofwhat is accepted as integral In-Kind Creditable Work (Engineer Regulation 1165-2-208, 16 December 2015) The following may be accepted as integral: Allowable per ER 1165-2-208 Applicable to EI project a. The proposed in-kind contributions are a part The in-kind contributions are part of the Federal oft the Federal Project. Project b. The proposed in-kind contributions consist of The proposed In-kind contributions, if not work that the Government would have otherwise undertaken by non-Federal Sponsor, would have provided or performed for the project, except for to be accomplished by the Mobile District. performance of activities that are inherent However, the NFS has inherit knowledge of Government responsibilities. stakeholders, existing systems, and maintenance capabilities that make it beneficial to the project for the NFS to perform this work C. For proposed in-kind contributions performed Not applicable. prior to execution oft the applicable cost sharing agreement, the in-kind contributions have been reviewed or inspected, as applicable, and certified by the Government that the work was accomplished in a satisfactory manner and in accordance with the applicable Federal laws, regulations and policies. d. For any in-kind contributions proposed to be Not applicable. This work will not involve performed after the execution of the PPA, the physical construction for which plans and plans and specifications will be approved by the specifications would need to be prepared. District Commander prior to initiation oft the construction work. e. For materials provided for use in construction Not Applicable. work managed by the Government, the materials meet the minimum Government requirements for materials and any substitute materials have been determined to be a functional equivalent in accordance with policies governing contractor substitution of materials. f. The Non-Federal Sponsor should coordinate The Non-Federal Sponsor will coordinate with with the District to ensure that appropriate real District Real Estate personnel to ensure that the estate interests to support the in-kind contributions appropriate real estate interests are acquired to and project are acquired. support the project 4 Table 2 - Itemized List of what is not accepted as integral In-Kind Creditable Work (Engineer Regulation 1165-2-208, 16 December 2015) The following will not be accepted as integral Not Allowable per ER 1165-2-208 Applicable to EI project a. The proposed in-kind contributions are not part The In-kind contributions proposed in this IDR oft the Federal project. are necessary to meet the project purpose. b. The proposed in-kind contributions consist of The proposed In-kind contribution does not performance of activities that are inherent consist of performance of activities that are Government responsibilities (e.g., management of inherently Government responsibilities. Government contracts; performance of District Quality Review, Agency Technical Review, Independent External Peer Review, or Policy Compliance Review; determining ifValue Engineering evaluations are acceptable, determining the LERRD required for the project or separable element oft the project; determining the value OfLERRD for crediting purposes; or making determinations as to compliance with applicable environmental laws and regulations). C. The proposed in-kind contributions are features The proposed in-kind contributions are not a 100 or obligations that are a 100 percent Non-Federal percent NFS responsibility. Sponsor responsibility (e.g., purposes of land reclamation, local drainage, to protect against land or bank erosion, and/or the removal of hazardous, toxic, or radioactive wastes; local service facilities; betterments; acquisition and performance of LERRD, except for the provision of dredged or excavated material disposal facilities for commercial navigations projects; and performance of OMRR&R). d. The proposed in-kind contributions have or will The proposed In-kind contributions will not create create a hazard to human life or property. al hazard to human life or property. e. The proposed in-kind contributions have been The in-kind contributions have not been determined to be environmentally unacceptable. determined to be environmentally unacceptable. f. For proposed in-kind contributions performed Not applicable. prior to execution of the applicable cost sharing agreement, after review or inspection, as applicable, the Government cannot certify the proposed In-kind Work was accomplished in a 5 The following will not be accepted as integral satisfactory manner and in accordance with applicable Federal laws, regulations, and policies. g. For proposed in-kind contributions performed Not applicable. prior to execution of the applicable cost sharing agreement, the Non-Federal Sponsor has not performed the necessary operation, maintenance, repair, rehabilitation, or replacement. Table 3. Cost Comparison and Estimated Credit Activity Non-Fed Sponsor Est. Federal Estimate Estimated Credit Stakeholder Mtg $3,000 $3,000 $3,000 Support Milestone Design $10,000 $10,000 $10,000 Review Support Development of $2,000 $2,000 $2,000 RFI Responses Total In-Kind $15,000 $15,000 $15,000 Estimate COST. The total shared construction cost to accomplish this increment of work is estimated to be $7,960,000 (escalated by the NFS from the original estimate developed in 2021). The project lends to design-build construction with the base work consisting oft the design and construction of the water intake pump station, the intake infrastructure in/from the river to the pump station, and the pumps. In effort to work within the project budget, options can be incorporated. One option would be to allow for testing of the pumps by installation of a temporary return line back to the river, and a second option would be to design and construct the water main connecting the intake to the existing nearby water treatment facility. Apportionment is based on 75% Federal - 25% non-Federal share of estimated cost, rounded to the nearest one thousand dollars. In the absence of the availability of additional Federal funds, the NFS may choose to increase their share of the project cost (above 25%) to fund any of the described work in this report as detailed in the design and construction support agreement. Once the official Independent Government Estimate (IGE) is developed, the NFS may be required to provide additional funds to support solicitation ift the base exceeds the construction contract budget. Design- Build (allocation rounded to nearest $1,000): Federal Cash: $5,970,000 (75%) Non-Federal Cash: $1,975,000 (24.8%) Non-Federal Relocations: $0 (0%) Non-Federal Lands/Easements: $0 (0%) Non-Federal In-Kind Contributions: $15,000 (0.2%) Total Construction Cost: $7,960,000 (100%) 6 REAL ESTATE. All lands provided by the non-Federal sponsor for implementation of the project shall be valued for crediting purposes in accordance with Federal laws and regulations and the Section 219 Design and Construction Agreement, as specified by the Government. The extent of land required has been determined by the NFS and is limited to City owned property or utility easements based on the concept design provided. Ifany additional property or easements are required, the following factors will influence project schedule and cost for real estate interests which are conceptual and/or unexplored at the time of this letter report: 1) design requirements; 2) survey of any impacted private lands outside of the public right-of-way; 3) Government determination of any modifications to public facilities / utilities (if applicable) and issuance of an Attorney's Opinion of Compensability per ER 405-1-12; 4) appraisal and negotiation ofthe required real property interests; and 5) title sufficiency. The NFS is responsible for obtaining all required real property interests for the execution of the construction, upon issuance ofthe USACE formal Notice to Proceed with Land Acquisition, per ER 405-1-12, Chap. 12. Upon completion ofthe real estate acquisition and performance of any relocations in accordance with ER 405-1-12, Chap. 12, the Sponsor shall provide USACE with an Authorization for Entry for Construction and Attorney's Certificate of Authority to complete the Real Estate Certification process. See Figure 1 for approximate locations of proposed improvements. SCHEDULE. Federal funding is provided by the FY 24 workplan for construction, which requires obligation, execution, and report requirements. 1. Letter Report Submitted to SAD 13 Jan 25 2. Receive SAD Comments 10 Feb 25 3. Response to SAD Comments 21 Feb 25 4. SAD Approval of Letter Report/Draft Agreement 28 Mar 25 5. Design and Construction Agreement Execution 18 Apr 25 6. NFS Funding Received 30 Apr 25 7. NEPA Completion 31 Oct 25 8. Real Estate Certification ofLands 31 Oct 25 9. Ready to Advertise 21 Nov 25 10. Design-Build MATOC Task Order Award 22 Jan 26 11. Construction Complete 29 Feb 28 7 f % Proposed 9 Proposed Intake Pump Location Station Proposed Water @ Main & GE Existing Intake Location Water Treatment Plant a Google 1 Figure 1 8 AGREEMENT BETWEEN THE DEPARTMENT OF THE ARMY AND THE CITY OF WEST POINT, GEORGIA FOR DESIGN AND CONSTRUCTION ASSISTANCE FOR THE GEORGIA ENVIRONMENTAL INFRASTRUCTURE IMPROVEMENTS PROJECT THIS AGREEMENT is entered into this day of by and between the Department of the Army (hereinafter the "Government"), represented by the District Commander for Mobile District (hereinafter the "District Commander) and the City of West Point, Georgia (hereinafter the Non-Federal Sponsor"), represented by its Mayor. WITNESSETH, THAT: WHEREAS, the provision of design and construction assistance for the non- Federal project for Georgia (Troup County) Environmental Infrastructure Improvements Project at West Point, Georgia, was authorized by Section 219()(322) of the Water Resources Development Act of 1992, Public Law 102-580, as amended (hereinafter "Section 219"); WHEREAS, the Government will provide design and construction assistance by undertaking increment(s) of work, as defined in Article I.A. of this Agreement; WHEREAS, Section 219(b) specifies applicable cost-sharing requirements; and WHEREAS, the Government and the Non-Federal Sponsor have the full authority and capability to perform in accordance with the terms of this Agreement and acknowledge that this Agreement shall be enforceable in the appropriate district court of the United States. NOW, THEREFORE, the parties agree as follows: ARTICLE I - DEFINITIONS A. The term increment of work" means design and construction of features, as generally described in a Letter Report, and approved by the Division Commander for South Atlantic Division. The initial increment of work consists of a new raw water intake, pump station, and water main, as generally described in the Integrated Letter Report for Design and Construction Assistance for Georgia Environmental Infrastructure Improvements Project, increment 1: West Point (Troup County) - Raw Water Intake, Pump Station, and Water Main, dated March 2025 and approved by the Division Commander for South Atlantic Division on April 7, 2025. Each additional increment of work, if any, will be described in a separate Letter Report, which will specify the amount of Federal funds available for such work. In the event of a conflict between this Agreement and a Letter Report, this Agreement will control. B. The term "HTRW" means hazardous, toxic, and radioactive wastes, which includes any material listed as a "hazardous substance" (42 U.S.C. 9601(14)) regulated under the Comprehensive Environmental Response, Compensation, and Liability Act (hereinafter "CERCLA") (42 U.S.C. 9601-9675) and any other regulated material in accordance with applicable laws and regulations. C. The term "construction costs" means all costs incurred by the Government and Non-Federal Sponsor in accordance with the terms of this Agreement that are directly related to design and construction of an increment of work and cost shared. The term includes the Government's costs of engineering, design, including preparation of post-Agreement Letter Reports and conducting environmental compliance activities, and construction; the Government's supervision and administration costs; the Non- Federal Sponsor's creditable costs for providing real property interests, relocations, and in-kind contributions, if any; and the costs of historic preservation activities except for data recovery for historic properties, if any. The term does not include any costs for operation and maintenance; HTRW cleanup and response; dispute resolution; participation by the Government and the Non-Federal Sponsor in the Coordination Team to discuss significant issues and actions; audits; betterments; or the Non-Federal Sponsor's cost of negotiating this Agreement. D. The term "real property interests" means lands, easements, and rights-of- way, including those required for relocations and borrow and dredged material placement areas. Acquisition of real property interests may require the performance of relocations. E. The term relocation" means the provision of a functionally equivalent facility to the owner of a utility, cemetery, highway, railroad, or public facility when such action is required in accordance with applicable legal principles of just compensation. Providing a functionally equivalent facility may include the alteration, lowering, raising, or replacement and attendant demolition of the affected facility or part thereof. F. The term "in-kind contributions" means those services undertaken or materials provided by the Non-Federal Sponsor after the date of approval of the Letter Report for the increment of work that are identified as being integral to the design or construction of that increment of work, and approved in writing, by the Division Commander for South Atlantic Division (hereinafter the "Division Commander). To be integral, the service or material must be part of work that the Government would otherwise have undertaken for design or construction of that increment of work. The in- kind contributions also include any initial investigations performed by the Non-Federal 2 Sponsor to identify the existence and extent of any HTRW that may exist in, on, or under real property interests required for an increment of work; however, it does not include HTRW cleanup and response. G. The term "betterments" means a difference in design or construction of an increment of work that results from the application of standards that the Government determines exceed those that the Government would otherwise apply to design or construction of that work. H. The term "fiscal year" means one year beginning on October 1st and ending on September 30th of the following year. ARTICLE II - OBLIGATIONS OF THE PARTIES A. In accordance with Federal laws, regulations, and policies, the Government shall design and construct each increment of work using funds appropriated by the Congress and funds provided by the Non-Federal Sponsor. If after completion of the design portion of an increment of work, the parties mutually agree in writing not to proceed with construction of that increment of work, the parties shall conclude their activities relating to that increment of work and proceed to a final accounting in accordance with Article VI.E. In carrying out its obligations under this Agreement, the Non-Federal Sponsor shall comply with all requirements of applicable Federal laws and implementing regulations, including but not limited to, if applicable, Section 601 of the Civil Rights Act of 1964, as amended (42 U.S.C. 2000d), and Department of Defense Directive 5500.11 issued pursuant thereto; the Age Discrimination Act of 1975 (42 U.S.C. 6102); and the Rehabilitation Act of 1973, as amended (29 U.S.C. 794), and Army Regulation 600-7 issued pursuant thereto. B. The amount of Federal funds for each increment of work is limited to the amount identified in the Letter Report for that increment of work, with the Non-Federal Sponsor responsible for all costs in excess of that amount, unless the Government, in its sole discretion, provides additional Federal funds for such work. If the Government determines that the Federal funds available for an increment of work will be exhausted prior to completion of such work, the Government shall notify the Non-Federal Sponsor and suspend or terminate such work in accordance with Article VII. C. The Non-Federal Sponsor shall contribute for each increment of work at least 25 percent of construction costs, as follows: 1. In accordance with Article III, the Non-Federal Sponsor shall provide the real property interests and relocations required for construction and operation and maintenance of each increment of work. 2. If providing in-kind contributions for an increment of work, the Non- Federal Sponsor shall obtain all applicable licenses and permits necessary for such 3 work. The Non-Federal Sponsor shall begin operation and maintenance as functional portions of such work are completed. Upon completion of the work, the Non-Federal Sponsor shall SO notify the Government within 30 calendar days and provide the Government with a copy of as-built drawings for the work. 3. After considering the estimated amount of credit that will be afforded to the Non-Federal Sponsor pursuant to paragraphs C.1. and C.2., above, the Government shall determine the estimated amount of funds required from the Non- Federal Sponsor to meet its minimum 25 percent cost share for the then-current fiscal year. No later than 60 calendar days after receipt of notification from the Government, the Non-Federal Sponsor shall provide the full amount of such required funds to the Government in accordance with Article VI.C. 4. No later than August 1st prior to each subsequent fiscal year, the Government shall provide the Non-Federal Sponsor with a written estimate of the full amount of funds required from the Non-Federal Sponsor during that fiscal year to meet its cost share. No later than September 1st prior to that fiscal year, the Non-Federal Sponsor shall provide the full amount of such required funds to the Government in accordance with Article VI.C. 5. Ifa all Federal funds available for an increment of work will be exhausted prior to completion of such work, the Government shall notify the Non-Federal Sponsor of the full amount of funds required to complete the increment of work, and the Non- Federal Sponsor shall provide the full amount of such required funds to the Government in accordance with Article VI.C. within 60 days of such notification or shall complete such work as in-kind contributions in accordance with paragraph C.2. above. D. To the extent practicable and in accordance with Federal law, regulations, and policies, the Government shall afford the Non-Federal Sponsor the opportunity to review and comment on contract solicitations, including relevant plans and specifications, prior to the Government's issuance of such solicitations; proposed contract modifications, including change orders; and contract claims prior to resolution thereof. Ultimately, the contents of solicitations, award of contracts, execution of contract modifications, and resolution of contract claims shall be exclusively within the control of the Government. E. The Government, as it determines necessary, shall undertake actions associated with historic preservation, including, but not limited to, the identification and treatment of historic properties as those properties are defined in the National Historic Preservation Act of 1966, as amended (54 U.S.C. 300101-307108). All costs incurred by the Government for such work (including the mitigation of adverse effects other than data recovery) shall be included in construction costs and shared in accordance with the provisions of this Agreement. If historic properties are discovered during construction and the effect(s) of construction are determined to be adverse, strategies shall be developed to avoid, minimize, or mitigate these adverse effects. In accordance with 54 U.S.C.3 312507, up to 1 percent of the total amount available for each increment of work 4 may be applied toward data reçovery of historic properties and such costs shall be borne entirely by the Government. In the event that costs associated with data recovery of historic properties exceed 1 percent of the total amount authorized to be appropriated for each increment of work, in accordance with 54 U.S.C. 312508, the Government will seek a waiver from the 1 percent limitation under 54 U.S.C. 312507 and upon receiving the waiver, will proceed with data recovery at full Federal expense. Nothing in this Agreement shall limit or otherwise prevent the Non-Federal Sponsor from voluntarily contributing costs associated with data recovery that exceed 1 percent. F. When the District Commander determines that construction of an increment of work is complete, the District Commander shall sO notify the Non-Federal Sponsor in writing within 30 calendar days of such determination. The Non-Federal Sponsor is responsible for operation and maintenance of such increment of work, at no cost to the Government. The Government shall furnish the Non-Federal Sponsor with a copy of the as-built drawings for the completed work. G. The Non-Federal Sponsor shall not use Federal program funds to meet any of its obligations under this Agreement unless the Federal agency providing the funds verifies in writing that the funds are authorized to be used for the increment of work. Federal program funds are those funds provided by a Federal agency, plus any non- Federal contribution required as a matching share therefor. H. In addition to the ongoing, regular discussions between the parties, the Government and the Non-Federal Sponsor may establish a Coordination Team to discuss significant issues or actions. Neither the Government's nor the Non-Federal Sponsor's costs for participation on the Coordination Team shall be included in construction costs for cost-sharing purposes. I. The Non-Federal Sponsor may request in writing that the Government perform betterments on the Non-Federal Sponsor's behalf. Each request shall be subject to review and written approval by the Division Commander. If the Government agrees to such request, the Non-Federal Sponsor, in accordance with Article VI.F., must provide funds sufficient to cover the costs of the betterments in advance of the Government performing the work. The Non-Federal Sponsor shall be responsible for obtaining all permits and licenses necessary for design, construction, and operation and maintenance of such betterments. In addition, the Non-Federal Sponsor is responsible for providing the real property interests and relocations required for construction, operation, and maintenance of such work at no cost to the Government. ARTICLE III - REAL PROPERTY INTERESTS AND RELOCATIONS A. The Government, after consultation with the Non-Federal Sponsor, shall determine the real property interests required for construction, operation, and maintenance of each increment of work. The Government shall provide the Non- Federal Sponsor with general written descriptions, including maps as appropriate, of the 5 real property interests that the Government determines the Non-Federal Sponsor must provide for construction, operation, and maintenance of such work, and provide the Non-Federal Sponsor with a written notice to proceed with acquisition. Prior to the Non- Federal Sponsor initiating acquisition of such real property interests or the Government initiating construction on real property interests already owned or controlled by the Non- Federal Sponsor, the Non-Federal Sponsor, in accordance with Article IV.A., shall investigate to verify that HTRW does not exist in, on, or under the real property interests required for construction, operation, and maintenance of each increment of work. Subject to the requirements in Article IV.B., the Non-Federal Sponsor shall acquire the real property interests and shall provide the Government with authorization for entry thereto according to the Government's construction schedule for such work. The Non- Federal Sponsor shall ensure that real property interests provided for such work are retained in public ownership. B. The Government, after consultation with the Non-Federal Sponsor, shall determine the relocations required for construction, operation, and maintenance of each increment of work, provide the Non-Federal Sponsor with general written descriptions, including maps as appropriate, of such relocations, and provide the Non-Federal Sponsor with a written notice to proceed with such relocations. The Non-Federal Sponsor shall perform or ensure the performance of these relocations in accordance with the Government's construction schedule for such work. C. In acquiring the real property interests for each increment of work, the Non- Federal Sponsor assures the Government that it will comply with the following: (1) fair and reasonable relocation payments and assistance shall be provided to or for displaced persons, as are required to be provided by a Federal agency under 42 U.S.C. 4622, 4623 and 4624; (2) relocation assistance programs offering the services described in 42 U.S.C. 4625 shall be provided to such displaced persons; (3) within a reasonable period of time prior to displacement, comparable replacement dwellings will be available to displaced persons in accordance with 42 U.S.C. 4625(c)(3); (4) in acquiring real property, the Non-Federal Sponsor will be guided, to the greatest extent practicable under State or commonwealth law, by the land acquisition policies in 42 U.S.C. 4651 and the provisions of 42 U.S.C. 4652; and (5) displace persons will be paid or reimbursed for necessary expenses as specified in 42 U.S.C. 4653 and 4654. 6 ARTICLE IV - HTRW A. The Non-Federal Sponsor shall be responsible for undertaking any investigations to identify the existence and extent of any HTRW regulated under applicable law that may exist in, on, or under real property interests required for construction, operation, and maintenance of each increment of work. B. In the event it is discovered that HTRW exists in, on, or under any of the required real property interests needed for construction, operation, and maintenance of an increment of work, the Non-Federal Sponsor and the Government shall provide written notice to each other within 15 calendar days of such discovery, in addition to providing any other notice required by applicable law. If HTRW is discovered prior to acquisition, the Non-Federal Sponsor shall not proceed with the acquisition of such real property interests until the parties agree that the Non-Federal Sponsor should proceed. If HTRWis discovered in, on, or under real property interests the Non-Federal Sponsor owns or controls or after acquisition of the real property interests, no further activities within the contaminated area of that increment of work shall proceed until the parties agree on an appropriate course of action. C. If HTRW is found to exist in, on, or under any required real property interests, the parties shall consider any liability that might arise under applicable law and determine whether to initiate construction, or if already initiated, whether to continue, suspend, or terminate construction. 1. Should the parties initiate or continue construction, the Non-Federal Sponsor shall be solely responsible, as between the Government and the Non-Federal Sponsor, for the performance and costs of HTRW cleanup and response, including the costs of any studies and investigations necessary to determine an appropriate response to the contamination. The Non-Federal Sponsor shall pay such costs without reimbursement or credit by the Government. In no event will the Government proceed with that construction before the Non-Federal Sponsor has completed the required cleanup and response actions. 2. In the event the parties cannot reach agreement on how to proceed or the Non-Federal Sponsor fails to discharge its responsibilities under this Article upon direction by the Government, the Government may suspend or terminate construction. Additionally, the Government may undertake any actions it determines necessary to avoid a release of such HTRW with the Non-Federal Sponsor responsible for such costs without credit or reimbursement by the Government. D. In the event of a HTRW discovery, the Non-Federal Sponsor and the Government shall initiate consultation with each other within 15 calendar days in an effort to ensure that responsible parties bear any necessary cleanup and response costs as required by applicable law. Any decision made pursuant to this Article shall not relieve any third party from any HTRW liability that may arise under applicable law. 7 E. To the maximum extent practicable, the Government and Non-Federal Sponsor shall perform their responsibilities under this Agreement in a manner that will not cause HTRW liability to arise under applicable law. F. As between the Government and the Non-Federal Sponsor, the Non-Federal Sponsor shall be considered the owner and operator of each increment of work for purposes of CERCLA liability or other applicable law. ARTICLE V - CREDIT FOR REAL PROPERTY INTERESTS, RELOCATIONS, AND CREDIT FOR IN-KIND CONTRIBUTIONS A. The Government and the Non-Federal Sponsor agree that the Non-Federal Sponsor's costs that are eligible for inclusion in the construction costs for an increment of work and credited towards the Non-Federal Sponsor's share of such costs shall be determined in accordance with the following procedures, requirements, and conditions and subject to audit in accordance with Article X.B. to determine reasonableness, allocability, and allowability of costs. 1. Real Property Interests. a. General Procedure. The Government shall include in construction costs and credit towards the Non-Federal Sponsor's share of such costs the value of required real property interests acquired from private owners after the date of approval of the Letter Report for an increment of work except that the value of real property interests donated to the Non-Federal Sponsor are not eligible for credit. The Non-Federal Sponsor shall obtain for each required real property interest acquired from private owners, an appraisal of the fair market value of such interest that is prepared by a qualified appraiser who is acceptable to the parties. Subject to valid jurisdictional exceptions, the appraisal shall conform to the Uniform Standards of Professional Appraisal Practice. The appraisal must be prepared in accordance with the applicable rules ofj just compensation, as specified by the Government. To the maximum extent practicable, no later than 3 months after it provides the Government with authorization for entry onto a real property interest or pays compensation to the owner for an increment of work, whichever occurs later, the Non-Federal Sponsor shall provide documentation, satisfactory to the Government, for the Government to determine the value of the required real property interests that are creditable to the Non-Federal Sponsor's share of such construction costs. (1) Date of Valuation. The fair market value of real property interests acquired from private owners by the Non-Federal Sponsor after the date of approval of the Letter Report for an increment of work shall be the fair market value of such real property interests at the time the interests are acquired. 8 (2) Except for real property interests acquired through eminent domain proceedings instituted after the date of approval of the Letter Report for an increment of work, the Non-Federal Sponsor shall submit an appraisal for each real property interest to the Government for review and approval no later than, to the maximum extent practicable, 60 calendar days after the Non-Federal Sponsor provides the Government with an authorization for entry for such interest or concludes the acquisition of the interest, whichever occurs later. If, after coordination and consultation with the Government, the Non-Federal Sponsor is unable to provide an appraisal that is acceptable to the Government, the Government shall obtain an appraisal to determine the fair market value of the real property interest for crediting purposes. (3) The Government shall credit the Non-Federal Sponsor the appraised amount approved by the Government. Where the amount paid or proposed to be paid by the Non-Federal Sponsor exceeds the approved appraised amount, the Government, at the Non-Federal Sponsor's request, shall consider all factors relevant to determining fair market value and, in its sole discretion, after consultation with the Non-Federal Sponsor, may approve in writing an amount greater than the appraised amount for crediting purposes. b. Eminent Domain Procedure. For real property interests acquired by eminent domain proceedings instituted after the date of approval of the Letter Report for an increment of work, the Non-Federal Sponsor shall notify the Government in writing of its intent to institute such proceedings and submit the appraisals of the specific real property interests to be acquired for review and approval by the Government. If the Government provides written approval of the appraisals, the Non-Federal Sponsor shall use the amount set forth in such appraisals as the estimate of just compensation for the purpose of instituting the eminent domain proceeding. If the Government provides written disapproval of the appraisals, the Government and the Non-Federal Sponsor shall consult to promptly resolve the issues that are identified in the Government's written disapproval. In the event that the issues cannot be resolved, the Non-Federal Sponsor may use the amount set forth in its appraisal as the estimate of just compensation for the purpose of instituting the eminent domain proceeding. The fair market value for crediting purposes shall be either the amount of the court award for the real property interests taken or the amount of any stipulated settlement or portion thereof that the Government approves in writing. C. Waiver of Appraisal. Except as required by paragraph A.1.b. of this Article, the Government may waive the requirement for an appraisal pursuant to this paragraph if, in accordance with 49 C.F.R. Section 24.102(c)(2): (1) the Non-Federal Sponsor determines that an appraisal is unnecessary because the valuation problem is uncomplicated and the anticipated value of the real property interest proposed for acquisition is estimated at $15,000 or less, based on a review of available data. When the Non-Federal Sponsor determines that an appraisal is unnecessary, the Non-Federal Sponsor shall prepare the written waiver valuation required by 49 C.F.R. Section 24.102(c)(2) and submit a copy thereof to the 9 Government for approval. The Government may approve exceeding the $15,000 threshold, up to an amount of $35,000, if the Non-Federal Sponsor offers the owner the option of having the Non-Federal Sponsor appraise the real property interest. (2) if the Non-Federal Sponsor determines that the acquisition is uncomplicated, has a low fair market value, and the Non-Federal Sponsor offers the owner the option to have the property appraised, the Non-Federal Sponsor may request in writing approval to use a waiver valuation for properties with estimated values of more than $35,000 and up to $50,000. If use of a waiver valuation is approved by the Government, the Non-Federal Sponsor shall provide a report measuring the cost and time benefits, condemnation rate, settlement rate, and other relevant metrics to document the administrative savings, accuracy, and efficacy of the use of the waiver valuation. d. Incidental Costs. The Government shall include in construction costs and credit towards the Non-Federal Sponsor's share of such costs, the incidental costs, documented to the satisfaction of the Government, that the Non-Federal Sponsor incurred in acquiring required real property interests from private owners required for an increment of work after the date of approval of the Letter Report for such work. Such incidental costs include closing and title costs, appraisal costs, survey costs, attorney's fees, plat maps, mapping costs, actual amounts expended for payment of any relocation assistance benefits provided in accordance with Article III.C., and other payments by the Non-Federal Sponsor for items that are generally recognized as compensable, and required to be paid, by applicable State or Commonwealth law due to the acquisition of required real property interests. e. Any publicly owned real property interests or real property interests owned by the Non-Federal Sponsor on the date of approval of the Letter Report and required for an increment of work will be provided by the Non-Federal Sponsor at no cost to the Government. 2. Relocations. The Government shall include in construction costs and credit towards the Non-Federal Sponsor's share of such costs, the costs of required relocations performed by the Non-Federal Sponsor after approval of the Letter Report for an increment of work. As relocations are completed for an increment of work and no later than 90 calendar days after such completion, the Non-Federal Sponsor shall provide documentation, satisfactory to the Government, for the Government to determine the costs that are creditable to the Non-Federal Sponsor's share of such construction costs. a. For a relocation other than a highway, creditable costs shall be only that portion of relocation costs that the Government determines is necessary to provide a functionally equivalent facility, reduced by depreciation, as applicable, and the salvage value of any removed items. 10 b. For a relocation of a highway, which is any highway, roadway, or street, including any bridge thereof, that is owned by a public entity, creditable costs shall be only that portion of relocation costs that would be necessary to accomplish the relocation in accordance with the design standard that the State of Georgia would apply under similar conditions of geography and traffic load, reduced by the salvage value of any removed items. C. Relocation costs, as determined by the Government, include actual costs of performing the relocation; planning, engineering, and design costs; and supervision and administration costs. Relocation costs do not include any costs associated with betterments, as determined by the Government, nor any additional cost of using new material when suitable used material is available. 3. In-Kind Contributions. The Government shall include in construction costs for an increment of work and credit towards the Non-Federal Sponsor's share of such costs, the costs of in-kind contributions performed by the Non-Federal Sponsor after the date of approval of the Letter Report for such work. a. As in-kind contributions are completed for an increment of work and no later than 90 calendar days after such completion, the Non-Federal Sponsor shall provide documentation, satisfactory to the Government, for the Government to determine the costs that are creditable to the Non-Federal Sponsor's share of such construction costs. Appropriate documentation includes invoices and certification of specific payments to contractors, suppliers, and the Non-Federal Sponsor's employees. b. The following costs are not eligible for inclusion in construction costs for an increment of work or creditable against the Non-Federal Sponsor's share of such costs: interest charges, or any adjustment to reflect changes in price levels between the time the in-kind contributions are completed and credit is afforded; in-kind contributions obtained at no cost to the Non-Federal Sponsor; or costs that exceed the Government's estimate of the cost for such in-kind contributions. C. Although design performed by the Non-Federal Sponsor prior to approval of the Letter Report for an increment of work is not creditable as in-kind contributions under this Agreement, the Non-Federal Sponsor, at no cost to the Government, may voluntarily provide such design to the Government. The Government, in its sole discretion, may accept, modify, or reject such design, or any portion thereof, for use in constructing that increment of work. Prior to commencement of review by the Government of such design, the Non-Federal Sponsor shall provide a written certification and warranty to the Government that such design is free from any legal encumbrances and use restrictions, including but not limited to, any intellectual property rights and outstanding licensing requirements. 4. Compliance with Federal Labor Laws. In undertaking relocations and construction of in-kind contributions for an increment of work, the Non-Federal Sponsor shall comply with applicable Federal labor laws covering non-Federal construction, 11 including, but not limited to, 40 U.S.C. 3141-3148 and 40 U.S.C. 3701-3708 (labor standards originally enacted as the Davis-Bacon Act, the Contract Work Hours and Safety Standards Act, and the Copeland Anti-Kickback Act), and credit may be withheld, in whole or in part, as a result of the Non-Federal Sponsor's failure to comply with its obligations under these laws. B. Notwithstanding any other provision of this Agreement, the Non-Federal Sponsor shall not be entitled to credit or reimbursement for any costs it incurs for real property interests, relocations, and in-kind contributions that exceed 25, percent of construction costs for an increment of work, and any such excess amount cannot be applied towards the non-Federal cost share for another increment of work; and for any costs incurred by the Non-Federal Sponsor prior to the effective date of this Agreement. ARTICLE VI - PROVISION OF NON-FEDERAL COST SHARE A. As of the effective date of this Agreement, construction costs for the initial increment of work are projected to be $7,960,000, with the amount of Federal funds available for such work limited to $5,970,000. The Non-Federal Sponsor's share of construction costs for the initial increment of work is projected to be $1,990,000, which includes creditable real property interests projected to be $0, creditable relocations projected to be $0, creditable in-kind contributions projected to be $15,000, and the amount of funds required to meet its minimum 25 percent cost share projected to be $1,975,000. The Letter Report for each additional increment of work will include information on the Federal funds available for the increment of work and the Non- Federal Sponsor's share of construction costs for such work. These amounts are estimates only that are subject to adjustment by the Government and are not to be construed as the total financial responsibilities of the Non-Federal Sponsor. B. For each increment of work, the Government shall provide the Non-Federal Sponsor with monthly reports setting forth the estimated construction costs and the Government's and Non-Federal Sponsor's estimated shares of such costs; costs incurred by the Government, using both Federal and Non-Federal Sponsor funds, to date; the amount of funds provided by the Non-Federal Sponsor to date; the estimated amount of any creditable real property interests and relocations; the estimated amount of any creditable in-kind contributions; and the estimated amount of funds required from the Non-Federal Sponsor during the upcoming fiscal year. C. The Non-Federal Sponsor shall provide the funds required to meet its share of construction costs by delivering a check payable to "FAO, USAED, Mobile (K5)" to the District Commander, or verifying to the satisfaction of the Government that the Non- Federal Sponsor has deposited such required funds in an escrow or other account acceptable to the Government, with interest accruing to the Non-Federal Sponsor, or by providing an Electronic Funds Transfer of such required funds in accordance with procedures established by the Government. 12 D. The Government shall draw from the funds provided by the Non-Federal Sponsor to cover the non-Federal share of construction costs as those costs are incurred. If the Government determines at any time that additional funds are needed from the Non-Federal Sponsor to cover the Non-Federal Sponsor's required share of such construction costs, the Government shall provide the Non-Federal Sponsor with written notice of the amount of additional funds required. Within 60 calendar days from receipt of such notice, the Non-Federal Sponsor shall provide the Government with the full amount of such additional required funds. E. Upon completion or termination of each increment of work, including resolution of all relevant claims and appeals and eminent domain proceedings, the Government shall conduct a final accounting and furnish the Non-Federal Sponsor with the written results of such final accounting. Should such final accounting determine that additional funds are required from the Non-Federal Sponsor to meet its share of construction costs, the Non-Federal Sponsor, within 60 calendar days of receipt of written notice from the Government, shall provide the Government with the full amount of such additional required funds by delivering a check payable to "FAO, USAED, Mobile (K5)" to the District Commander, or by providing an Electronic Funds Transfer of such required funds in accordance with procedures established by the Government. Such final accounting does not limit the Non-Federal Sponsor's responsibility to pay its share of construction costs, including contract claims or any other liability that may become known after the final accounting. If the Government determines that funds provided by the Non-Federal Sponsor exceed the amount required to meet its share of construction costs, the Government shall refund such excess amount, subject to the availability of funds. F. If the Government agrees to perform betterments on the Non-Federal Sponsor's behalf, the Government shall provide written notice to the Non-Federal Sponsor of the amount of funds required to cover such costs. No later than 60 calendar days after receiving written notice from the Government, the Non-Federal Sponsor shall make the full amount of such required funds available to the Government through either payment method specified in Article VI.E. If at any time the Government determines that additional funds are required to cover such costs, the Non-Federal Sponsor shall provide those funds within 30 calendar days from receipt of written notice from the Government. If the Government determines that funds provided by the Non-Federal Sponsor exceed the amount required for the Government to complete such work, the Government shall refund any remaining unobligated amount. 13 ARTICLE VII - TERMINATION OR SUSPENSION A. If at any time the Non-Federal Sponsor fails to fulfill its obligations under this Agreement or the Government determines that available Federal funds for an increment of work will be exhausted prior to completion of such work, the Government may suspend or terminate design or construction. B. In the event of termination, the parties shall conclude their activities relating to design and construction and conduct a final accounting in accordance with Article VI.E. To provide for this eventuality, the Government may reserve a percentage of available funds as a contingency to pay the costs of termination, including any costs of resolution of real property acquisition, resolution of contract claims, and resolution of contract modifications. C. If HTRW is found to exist in, on, or under any required real property interests, the parties shall follow the procedures set forth in Article IV. D. Any suspension or termination shall not relieve the parties of liability for any obligation incurred. Any delinquent payment owed by the Non-Federal Sponsor pursuant to this Agreement shall be charged interest at a rate, to be determined by the Secretary of the Treasury, equal to 150 per centum of the average bond equivalent rate of the 13 week Treasury bills auctioned immediately prior to the date on which such payment became delinquent, or auctioned immediately prior to the beginning of each additional 3 month period if the period of delinquency exceeds 3 months. ARTICLE VIII - HOLD AND SAVE The Non-Federal Sponsor shall hold and save the Government free from all damages arising from design, construction, or operation and maintenance of any work under this Agreement, except for damages due to the fault or negligence of the Government or its contractors. ARTICLE IX - DISPUTE RESOLUTION As a condition precedent to a party bringing any suit for breach of this Agreement, that party must first notify the other party in writing of the nature of the purported breach and seek in good faith to resolve the dispute through negotiation. If the parties cannot resolve the dispute through negotiation, they may agree to a mutually acceptable method of non-binding alternative dispute resolution with a qualified third party acceptable to the parties. Each party shall pay an equal share of any costs for the services provided by such a third party as such costs are incurred. The existence of a dispute shall not excuse the parties from performance pursuant to this Agreement. 14 ARTICLE X - MAINTENANCE OF RECORDS AND AUDITS A. The parties shall develop procedures for the maintenance by the Non-Federal Sponsor of books, records, documents, or other evidence pertaining to costs and expenses for a minimum of three years after the final accounting. The Non-Federal Sponsor shall assure that such materials are reasonably available for examination, audit, or reproduction by the Government. B. The Government may conduct, or arrange for the conduct of, audits. Government audits shall be conducted in accordance with applicable Government cost principles and regulations. The Government's costs of audits shall not be included in construction costs. C. To the extent permitted under applicable Federal laws and regulations, the Government shall allow the Non-Federal Sponsor to inspect books, records, documents, or other evidence pertaining to costs and expenses maintained by the Government, or at the Non-Federal Sponsor's request, provide to the Non-Federal Sponsor or independent auditors any such information necessary to enable an audit of the Non-Federal Sponsor's activities under this Agreement. The Non-Federal Sponsor shall pay the costs of non-Federal audits without reimbursement or credit by the Government. ARTICLE XI - RELATIONSHIP OF PARTIES In the exercise of their respective rights and obligations under this Agreement, the Government and the Non-Federal Sponsor each act in an independent capacity, and neither is to be considered the officer, agent, or employee of the other. Neither party shall provide, without the consent of the other party, any contractor with a release that waives or purports to waive any rights a party may have to seek relief or redress against that contractor. ARTICLE XII - NOTICES A. Any notice, request, demand, or other communication required or permitted to be given under this Agreement shall be deemed to have been duly given if in writing and delivered personally or mailed by registered or certified mail, with return receipt, as follows: If to the Non-Federal Sponsor: Mayor City of West Point clo City Manager 730 1st Avenue West Point, GA 31833 - 0487 15 If to the Government: District Commander U.S. Army Corps of Engineers, Mobile District P.O. Box 2288 Mobile, AL 36628 B. A party may change the recipient or address to which such communications are to be directed by giving written notice to the other party in the manner provided in this Article. ARTICLE XIII - CONFIDENTIALITY To the extent permitted by the laws governing each party, the parties agree to maintain the confidentiality of exchanged information when requested to do sO by the providing party. ARTICLE XIV - THIRD PARTY RIGHTS, BENEFITS, OR LIABILITIES Nothing in this Agreement is intended, nor may be construed, to create any rights, confer any benefits, or relieve any liability, of any kind whatsoever in any third person not a party to this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement, which shall become effective upon the date it is signed by the District Commander. DEPARTMENT OF THE ARMY CITY OF WEST POINT, GEORGIA BY: BY: Jeremy J. Chapman Steve M. Tramell Colonel, U.S. Army Mayor DATE: DATE: 16 CERTIFICATE OF AUTHORITY I,A Alex L. Dixon, do hereby certify that I am the principal legal officer for the City of West Point, Georgia, that the City of West Point, Georgia is a legally constituted public body with full authority and legal capability to perform the terms of the Agreement between the Department ofthe Army and the City of West Point, Georgia, in connection with the Design and Construction Assistance for the Georgia (Troup County) Environmental Infrastructure Improvements Project, and to pay damages, if necessary, in the event of the failure to perform in accordance with the terms ofthis Agreement, as required by Section 221 of Public Law 91-611, as amended (42 U.S.C. 1962d-5b), and that the person who executed this Agreement on behalf of the City of West Point, Georgia, acted within his statutory authority. IN WITNESS WHEREOF, I have made and executed this certification this day of 20 Alex L. Dixon City Attorney CERTIFICATION REGARDING LOBBYING The undersigned certifies, to the best of his or her knowledge and belief that: (1) No Federal appropriated funds have been paid or will be paid, by or on behalf ofthe undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with the awarding of any Federal contract, the making of any Federal grant, the making of any Federal loan, the entering into of any cooperative agreement, and the extension, continuation, renewal, amendment, or modification of any Federal contract, grant, loan, or cooperative agreement. (2) Ifa any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of Congress, or an employee of a Member of Congress in connection with this Federal contract, grant, loan, or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying, I in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all subawards at all tiers (including subcontracts, subgrants, and contracts under grants, loans, and cooperative agreements) and that all subrecipients shall certify and disclose accordingly. This certification is a material representation of fact upon which reliance was placed when this transaction was made or entered into. Submission of this certification is a prerequisite for making or entering into this transaction imposed by 31 U.S.C. 1352. Any person who fails to file the required certification shall be subject to a civil penalty of not less than $10,000 and not more than $100,000 for each such failure. Steve M. Tramell Mayor DATE: