>H5 

Federal Aviation 

Administration 

Memorandum 

Date: September 16, 2009 

To: Anne Hanley, AGC-710, Part 16 Docket Administration 

cc: Deandra Brooks, ACO-1 (with attachments) 

From: Raymond Veatch, Attorney, AGC-610 'hfj 

Prepared by: Raymond Veatch (202-267-9676) 

Subject: Johnson v. Goldsboro Wayne Airport Authority, Docket No. 16-08-11 

Anne, 

Attached please find the original and three copies of a document to be filed in the Johnson v. 

Goldsboro Wayne Airport Authority case. Docket No. 16-08-11: 

Letter dated September 3, 2009, from Glenn A. Barfield, Esq., attorney for the 

Complainant addressed to Jonathan Cross, Esq., Office of the Chief Counsel, FAA, 

containing four attachments: 1) copy of a letter dated August 5, 2009, from W. Lee Smith, 

111 requesting that the airport waive the county's requirement to comply with Section 8 of 

the airport's Rules and regulations, 2) FBO Agreement dated August 5, 2009, 3) Airport 

Management Agreement dated August 5, 2009, 4) letter dated July 6, 2009, from Glenn A. 

Barfield, Esq., attorney for the Complainant addressed to W. Harrell Everett, Jr., 

5) facsimile cover page dated 7-14-09 from Mr. Everett acknowledging receipt of 

Barfield's letter. 

-TO 

•-- 1 

-H 
W. TIMOTHY HAITHCOCK 

GLENN A. BARFIELD 

B. GEOFFREY HULSE 

REBECCA B. KINSEY 

WORTH T. HAITHCOCK II 

HAITHCOCK, BARFIELD, HULSE & KINSEY, PLL C 

ATTORNEYS AT LAW 

2 3 1 EAST WALNU T STREET 

POST OFFIC E DRAWE R 7 

G01.DSB0R0 , NORTH CAROLINA 37533-0007 

TELEPHONE (919) 735-6420 

FAX (919) 734-6296 

haithcockOhbhklaw.com 

barfieldOhbhklaw.com 

hulseOhbhklaw.com 

kinseyOhbhklaw.com 

worthhOhbhklaw.com 

AIRPORTyENViRCN*'Ef;'.:,l 

LAW, AGO-vC 

September 3, 2009 

Mr. Jonathan Cross, FAA 

Office of the Chief Counsel 

Attn: FAA Part 16 Airport Proc. Docket 

AGC-610 Federal Aviation Admin, 

800 Independence Avenue, SW 

Washington, DC 20591 

Re: Delbert Johnson d/b/ a Two Dogs Aviation v. 

Goldsboro-Wayne Airport Authority, Docket No. 16-08-11 

Dear Mr. Cross: 

Mr. Everett on behalf of the Airport Authority wrote you on August 

13, 2009, enclosing an affidavit from the chairman of the Airport 

Authority indicating that the Authority was in discussions with the 

county government to become the airport manager and the "FBO for 

only the sale of petroleum products". 

Enclosed please additional relevant documents, including the 

following: 

a. Letter of August 5, 2009, from the County of Wajme to the 

Airport Authority, requesting that the Airport Authority 

waive all of the requirements of Section 8 of the Rules and 

Regulations, and that the Authority be allowed to only sell 

aviation fuel at its FBO. 

FBO Agreement between Wayne County and the Airport 

Authority, dated August 5, 2009. The FBO Agreement 

does not explicitly waive the Section 8 requirements but it 

is our understanding that the Airport Authority has in fact 

done so for the County as its new FBO. 
Mr. Jonathan Cross, FAA 

September 3, 2009 

Page 2 

c. A copy of the new Airport Management Agreement 

between Wayne County and the Airport Authority. 

d. A copy of my letter of July 6, 2009 addressed to Mr. 

Everett as attorney for the Airport Authority. My letter 

advised the Airport Authority, that, in light of SIG 

Aviation's termination of its FBO and lease contracts, my 

clients desired to negotiate with the Airport Authority to 

supply certain FBO services which SIG Aviation had been 

providing. I requested that my clients be given an 

opportunity to negotiate or bid on an FBO contract. 

e. A copy of Mr. Everett's reply indicating that my July 6, 

2009 letter had been forwarded to the Airport Authority. 

Notwithstanding my clients' offer, they were given no opportunity to 

bid on or negotiate a contract, and it is our understanding that the 

Airport Authority made no attempt to open the management or FBO 

contracts for bid or negotiation by any private party. 

These events make it clear that the Airport Authority insists on using 

and committing public funds wherever possible, despite the 

willingness of private vendors to invest funds in the provision of 

services. The Airport Authority was at all times willing to waive any 

Section 8 requirement as requested by SIG Aviation, LLC, and has 

now waived all Section 8 requirements for the County, while 

continuing to insist in this proceeding that it will not consider waiving 

any such requirements for my client. This arbitrary and capricious 
Mr. Jonathan Cross, FAA 

September 3, 2009 

Page 3 

conduct now continues with respect to my clients' request to bid for 

or negotiate another FBO contract. 

With warmest regards, 

HAITHCOCK, BARFIELD, HULSE & KINSEY, PLLC 

By: Glenn A. Barfield 

GAB/11 

cc: Harrell Everett 

Pablo Nuesch 

Cleave Wilkins 
Count? of Mapne 

STATE OF NORTH CAROLINA 

W. LEE SMITH, III 

COUNTY MANAGER 

P.O. BOX 227 PHONE; (919) 731-1435 

GOLDSBORO, N.C. 27533-0227 ^ . ^.. ^ FAX; (919) 731-1446 

August 5, 2U(;y Lee.Smith@waynegov.com 

Mr. Otto Keesling, Chairman 

Goidsboro-Wayne Airport Authority 

c/o W. Harrell Everett, Jr. 

Everett, Womble, Lawrence & Brown, L.L 

P.O. Drawer 10809 

Goldsboro, NC 27532-0809 

By Facsimile - 751-2598 

Dear Mr. Keesling: 

Wayne County is requesting the GWAA to waive the requirements of Section 8 of its 

Rules and Regulations that Wayne County as an FBO at Goldsboro Wayne Airport that it also 

provide charter service, aircraft maintenance, light line maintenance and flight instruction and be 

allowed to only sell aviation fuel as its FBO. 

Thanlc you for your consideration. 

Sincerely, 
COPY NORTH CAROLINA 

FIXED BASE OPERATION AGREEMENT 

WAYNE COUNTY 

^ THIS FIXED BASE OPERATION AGREEMENT (the "Agreement") made as of the 

^ ^ day of August, 2009, by and between GOLDSBORO-WAYNE AIRPORT AUTHORITY, a 

body politic and corporate created by the General Assembly of the State of North Carolina (the 

"Authority") and Wayne County, a body politic ("Wayne"); 

WITNESSETH ; 

WHEREAS, the Authority now owns, controls and operates the Goldsboro-Wayne 

Airport in Wayne County, North Carolina (the "Airport") and its Fixed Base Operations (the 

"FBO"); and 

WHEREAS, FBO services are essential to the proper accommodation of general and 

commercial aviation at the Airport; and 

WHEREAS, Authority desires to make such services available at the Airport and Wayne 

is willing to perform such FBO services, all in accordance with the following items, conditions 

and provisions; and 

WHEREAS, Wayne is contemporaneously entering into a Lease Agreement with the 

Authority (the "Lease") to lease certain of the real property upon which the Airport is located 

and the improvements thereon (the "Premises") in order for Wayne to be able to rightfully 

occupy the Premises and to provide the FBO services required under this Agreement. 

NOW, THEREFORE, for and in consideration of the mutual premises contained herein 

and other good and valuable consideration, the receipt and legal sufficiency of which is hereby 

acknowledged by the parties, the parties hereby agree as follows: 

1. FIXED BASE OPERATIONS. Wayne shall provide airport fixed base operations 

services to the Authority and the public as more particularly described herein. 

1.1 OFFICES. To maintain a general office located on the Premises for the 

general transaction of business during normal business hours. 

1.2 SALE OF AVIATION GASOLINE. Wayne shall have the right to sell, 

and shall sell on the Premises, aviation gasoline and other aviation fuels, aviation motor oils and 

lubricants to locally based and transient aircraft which are owned and operated by private 

individuals, firms, corporations and by governmental authorities and all airlines, both scheduled 

and non-scheduled. Wayne shall provide adequate personnel on duty for such purpose from 8:00 

a.m. until 8:00 p.m., seven (7) days a week, except Thanksgiving Day and Christmas Day. 

Wayne has the discretion to change these hours of operation. 

G;\Wp51\DATA\DMA\Wayne County\Fixed Base Operations Agreement.wpd 
1.3 RAMP SERVICE. Wayne shall have the right to contract with scheduled 

and non-scheduled airlines and with locally based and transient aircraft for ramp service, 

including but in no way limited to fueling, lubricating, cleaning, parking and otherwise servicing 

airplanes after fueling. Wayne shall maintain a ramp service and tie down service with adequate 

personnel on duty to service local and transient airplanes. As compensation for such services, 

the Authority agrees that Wayne may collect and keep all fees for tie down and other services for 

which fees may be collected at the Airport. All compensation for such service shall remain the 

property of Wayne. 

1.4 HANGAR RENTAL SERVICE. Wayne will (a) maintain and provide T 

Hangars, Sheltered Hangars and Enclosed Hangars for rent for local aircraft. As compensation 

for such services, Wayne is entitled to keep all revenues generated through rental agreements. 

Any funds generated by the rental of the corporate hangars will be retained by Wayne. 

1.5 OTHER FBO SERVICES. Wayne shall have the right to conduct, and 

shall conduct on the Premises, any other and additional activities, which activities shall be 

requested or approved by the Authority, usually and customarily engaged in by a fixed base 

operator at an airport. 

1.6 OTHER AGREEMENTS AND/OR LEASES. The terms and conditions 

of this Agreement shall not prevent the Authority from executing agreements with the United 

States Army, United States Air Force, United States Navy or other Federal agencies pertaining to 

governmental flying in use of the Airport. 

1.7 OTHER RESTRICTIONS ON WAYNE. Wayne shall not enter into any 

transaction which would deprive the Authority of any of the rights and powers necessary to 

perform all covenants of the Authority's Grant Agreements or other legal obligations of 

Authority. 

2. TERM. The term of this Agreement shall commence at midnight on August 9, 2009, 

and, unless it shall terminate sooner as herein provided, shall end on August 9, 2029 (the 

"Term"). 

3. LICENSES, FEES AND TAXES. Wayne agrees to pay all licenses, fees and taxes 

charged, assessed or levied against it by any governmental authority. The failure to pay any tax, 

license or fee, the validity of which shall be contested in good faith, shall not be interpreted as a 

violation of this covenant until such contest shall have been abandoned, or resolved by the courts 

and the time for objection or appeal has expired. 

4. LIABILITY INSURANCE. Wayne agrees to procure and maintain in force insurance 

coverages as provided in paragraph 4.10 of the Lease Agreement. 

5. SCHEDULE OF FEES. Wayne shall provide the Authority with a schedule of its 

fees for services by Wayne under paragraph 1 and any other charges made by Wayne. 

G;\Wp51\DATA\DMA\Wayne County\Fixed Base Operations Agreement.wpd 
6. INDEPENDENT CONTRACTOR. In conducting business hereunder, Wayne 

acts as an independent contractor and not as an agent of the Authority. The selection, retention, 

assignment, direction and payment of Wayne's employees shall be the sole responsibility of 

Wayne, and the Authority shall not attempt to exercise any control over the daily performance of 

duties by Wayne's employees. 

7. AGREEMENT FOR EQUAL SERVICE. Wayne agrees to furnish the services 

outlined in this Agreement on a fair, equal, and nondiscriminatory basis to all users thereof 

Wayne shall charge fair, reasonable and nondiscriminatory prices for each unit or service; 

provided that Wayne may be allowed to make reasonable discounts, rebates, or other similar 

types of price reduction to volume purchasers. 

8. RULES AND REGULATIONS. Wayne agrees to observe, obey and conform to 

all laws, ordinances, rules and regulations lawfully adopted for the general operation of the 

Airport and its facilities located there at, or for the conduct of the persons thereon, by any local, 

state or federal legal authority having jurisdiction thereof Wayne will post and keep posted all 

written rules and regulations adopted by the Authority and will bring to the attention of the 

Airport Manager any person who violates said rules and regulations. In the event said violator 

fails to reply or conform to said rules and regulations, then Wayne shall so notify the Authority 

of said violations. 

9. DAMAGE TO OR DESTRUCTION OF THE PREMISES. If any portion or all 

of the Premises shall be partially destroyed by fire or other casualty, the same shall be repaired 

by the Authority and any of Wayne's obligations hereunder that are rendered impractical for 

Wayne to perform shall abate until the same is fully repaired or rebuilt to the satisfaction of 

Wayne. 

10. TERMINATION. 

10.1 TERMINATION BY WAYNE. Wayne may cancel this Agreement before the 

end of the Term and thereby terminate all or any of its obligations hereunder at any time by 

giving written notice, to be served as hereinafter provided, upon or after the happening of any 

one of the following events: 

(a) The failure or refusal of the FAA or other governmental agency having 

jurisdiction at any time during the term of this Agreement to permit Wayne to operate as the 

.FBO, 

(b) The issuance by a court of competent jurisdiction of any injunction in any 

way preventing or restraining the use of the Premises in the conduct of a fixed based operation. 

(c) The inability of Wayne to use the Premises for a period in .excess of thirty 

(30) days because of the issuance of any order, rule, or regulation by the FAA, the CAB, or other 

competent Federal governmental authority. 

G;\Wp5]\DATA\DMA\Wayne County\Fixed Base Operations Agreement.wpd 
(d) The default by the Authority in the performance of any covenant or 

agreement herein required to be performed by the Authorit)' and the failure of the Authority to 

remedy such default for a period of thirty (30) days after the receipt from Wayne of written 

notice to remedy the same; provided, however, that no notice of cancellation as above provided, 

shall be of any force or effect if the Authority shall have remedied the default prior to receipt of 

Wayne's notice of cancellation. 

(e) The lawful assumption by the United States Government or any authorized 

agency thereof of the operation, control or use of the Premises and facilities, or any substantial 

part or parts thereof, in such a manner as substantially to restrict Wayne for a period of at least 

thirty (30) days from operating a fixed base operations business. 

(f) The permanent abandonment of the Airport as an air transportation facility. 

Wayne may exercise such right of termination by written notice delivered by 

registered mail to the Authority at any time after the lapse of the applicable periods of time and 

Agreement shall terminate as of that date. Rentals, fees and charges due hereunder shall be 

payable only to the date of termination. 

10.2 CANCELLATION BY THE AUTHORITY. Any of the following actions on the 

part of Wayne shall be a default under this Agreement and the Authority may, upon the 

happening of any one or more of them, cancel and terminate the Agreement without notice to 

Wayne and without forfeiture, waiver or release of the Authority's rights to any sum of money 

due or to become due under the provisions hereof; 

(a) The voluntary abandonment by Wayne of its conduct of a fixed base 

operations on the Premises for a period of three (3) consecutive days. 

(b) The failure to comply in the performance of any of the covenants and 

conditions required herein to be kept and performed by Wayne, and such default continues for a 

period of thirty (30) days after receipt of written notice from the Authority of said default. 

(c) The failure to provide all or any part of the services required in Section 1 of 

this Agreement for a period of thirty (30) days or the discontinuance of a commercial aviation 

operation. 

Failure of the Authority to declare this Agreement terminated upon the default of 

Wayne for any of the reasons set out above shall not operate to bar the right of the Authority to 

declare this Agreement null and void by reason of any subsequent violation of the terms of this 

Agreement. 

11. WAIVER. No waiver of default by the Authority of any of the terms, covenants 

or conditions hereof to be performed, kept and observed by Wayne shall be construed to be a 

waiver of any subsequent default. The acceptance of rents, fees or charges or the performance of 

all or any part of this Agreement by the Authority for or during any period or periods after a 

G;\Wp5]\DATA\DMA\Wayne County\Fixed Base Operations Agreement.wpd 4 
default of any of the terms, covenants and conditions herein contained to be performed, kept and 

observed by Wayne, shall not be deemed a waiver of any right on the part of the Authority to 

cancel this Agreement for a subsequent breach thereof 

12. GOVERNMENTAL AGREEMENTS. The Authority hereby advises Wayne that 

the Authority represents that it intends, from time to time, to enter into agreements with the 

United States Government and its agencies and the State of North Carolina and its agencies in 

respect to the application for funds for improvements to be made on the Premises. This 

Agreement is expressly made subject to all of said agreements now existing or hereafter made. 

13. SUBJECT TO FEDERAL AVIATION REGULATIONS. If any clause or 

provision of this Agreement is found to be illegal, invalid or unenforceable under present or 

future laws effective during the term of this Agreement, or is determined to be inconsistent with 

any of the GWAA's existing or future grant agreements with the United States of America, it is 

the intention of the Parties that the remainder of this Agreement shall not be affected. It is also 

the intention of the Parties that each such clause or provision of this Agreement that is illegal, 

invalid, unenforceable, or inconsistent with grant agreements, be stricken from the Agreement 

and replaced with a clause or provision as similar in terms to such illegal, invalid, unenforceable, 

or inconsistent clause or provision as may be possible and may be legal, valid, enforceable, and 

consistent. 

14. NOTICES. All notices, consents and approvals required or authorized by this 

Agreement to be given by or on behalf of either party to the other shall be in writing and signed 

by a duly designated representative of the party by or on whose behalf they are given, and shall 

be deemed given when delivered to the party receiving the same, or at the time a registered 

letter, property addressed and postage prepaid, is deposited in any United States Post Office. 

Notices to the Authority shall be addressed to it and delivered to the Chairman of 

the Authority by registered mail, postage prepaid, at the address indicated on the signature page 

hereof or at such other place as the Authority may hereinafter designate by notice to Wayne in 

writing. Notices to Wayne shall be addressed to it and delivered to the Wayne County Manager 

by registered mail, postage prepaid, to the address indicated on the signature page hereof or at 

such other place as Wayne may hereafter designate by written notice to the Authority. 

16. CONDITIONAL NATURE OF AGREEMENTS. The parties acknowledge that 

they would not be entering into this Agreement unless they were able also to successfully 

hegdtiate"the'Lease Agreement and-furtheragree.-that.this Agreernent and the Lease Agreement 

are expressly conditional upon each other. If one of these agreements is terminated as perrhitted 

in such agreement, then the other agreement shall be deemed to be automatically terminated at 

the same point in time and all parties' future obligations under such agreements shall cease at 

such time with the exception of any obligations in either agreement that are expressly intended to 

survive beyond the termination date. 

G.-WpSlVDATANDMAW/ayne County\Fixed Base Operations Agreement.wpd 
IN WITNESS WHEREOF, the parties hereto have caused this instrument to be 

executed by their duly authorized officers, in duplicate, as of the day and year first above 

written. 

GOLDSBORO-WAYNE AIRPORT AUTHORITY 

By: 

Otto Kp€^ing,^pKairfTian 

ATTEST: 

J,-=x, 

^t;rL!Tlaxwell, Ilf-

: ^ 

Secretary 

WAYNE COUNTY 

ATTEST: 

/<A 

Roland M. Gray, Chairman 

Board of Commissioners 

Malxi^ R. Wilson 

Clerkto the Board 

G:\Wp51\DATA\DMA\Wayne County\Fixed Base Operations Agreement.wpd 
STATE OF NORTH CAROLINA 

COUNTY OF WAYNE 

I, >Q^i^iHg>^^;L- /AJ- T^xA/m-—i a Notary Public of the County and State aforesaid 

certify that James L. Maxwell, III pers(^n^ly appeared before me this day and acknowledged that 

he is the Secretary of the Goldsboro-Wayne Airport Authority, a body politic and corporate and 

that by authority duly given and as the act of the Goldsboro-Wayne Airport Authority, the 

foregoing instrument was signed in its name by its Chairman, Otto Keesling, sealed with its seal, 

and attested by himself as Secretary. 

WITNESS my hand and notarial seal, this the j 0 day of (JoC^jy:^^009. 

My Commission Expires: \^'' - ^^ ^ / S 

STATE OF NORTH CAROLINA 

COUNTY OF WAYNE 

I^^RyX I Notary Public 

i^^^NS^ JL) •Vv^Cj^X}>-^ ' ^ Notary Public of the County and State aforesaid 

certify that MarW R. Wilson personally appeared before me this day and acknowledged that she 

is the Clerk to the Board of the Commissioners of Wayne County, a body politic and corporate 

and that by authority duly given and as the act of Wayne County, the foregoing instrument was 

signed in its name by its Chairman, Roland M. Gray, sealed with its seal, and attested by herself 

as Clerk to the Board. 

WITNESS my hand and seal this \ C^ day of V WWyV^'V , 2009. 

Notary 

My Commission Expires: 

lotarylPublic 

G;\Wp5]\DATA\DMA\Wayne County\Fixed Base Operations Agreement.wpd 
COPT NORTH CAROLINA 

AIRPORT MANAGEMENT AGREEMENT 

WAYNE COUNTY 

THIS AIRPORT MANAGEMENT AGREEMENT (the "Agreemenf) made as of 

the S' ^ day of August, 2009, between GOLDSBORO-WAYNE AIRPORT AUTHORITY, a 

body politic and corporate created by the General Assembly of the State of North Carolina (the 

"Authority") and Wayne County, a body politic ("Wayne"); 

WITNESSETH ; 

WHEREAS, the Authority now owns, controls and operates the Goldsboro-Wayne 

Airport located in Wayne County, North Carolina (the "Airport"); and 

WHEREAS, the Authority desires to enter into an agreement with Wayne as an 

independent contractor to perform certain management services at the Airport and in such 

capacity be designated as the "Airport Manager"; and 

WHEREAS, Wayne employees and consultants have experience in aviation matters and 

airport management, and Wayne is willing to perform such management services for the 

Authority, all in accordance with the following terms, conditions and provisions; 

NOW, THEREFORE, IT IS AGREED THAT: 

1. BASIC AGREEMENT. Wayne agrees to serve as Airport Manager for the 

Airport, and the Authority agrees to hire Wayne for such services, all according to the terms and 

conditions set forth herein. 

2. TERM. The term of this Agreement shall begin at midnight on August 9, 2009 

and, unless terminated earlier as provided herein, shall end on the August 9,2029 (the "Term"). 

3. DUTIES AS AIRPORT MANAGER. Wayne shall employ and provide sufficient 

personnel to perform the necessary services as Airport Manager as are required herein. As 

Airport Manager, Wayne shall perform all the usual and customary duties that may be required 

of the Airport Manager in the administration and management of the Airport. In addition, it 

shall perform such other reasonable duties as shall be agreed upon by the Authority and Wayne 

from time to time. 

4. ADDITIONAL DUTIES. 

a. In addition to the duties outlined in paragraph 3. above, Wayne shall 

check the VASI and PARI on a monthly basis or more frequently if the same is necessary. 

Wayne shall check the runway lights on a weekly basis and shall replace all bulbs which are the 

responsibility of the Authority. The Authority shall provide Wayne with all bulbs necessary for 

sucTi replacement. ' " 

G;\Wp5]\DATA\DMA\Wayne CountyVAirport Management Agreement.wpd 
b. Wayne shall furnish all labor and equipment necessary for the removal of 

snow at such times are necessary for the proper operation of the Airport and shall invoice the 

Authority for any equipment cost. 

c. Wayne shall make minor repairs to the improvements located at the 

Airport and shall provide routine maintenance to the Airport's premises. The Authority shall pay 

for all parts necessary for Wayne to have to perform these repairs. If it is necessary to engage 

outside labor to make repairs to the Airport's improvements, Wayne shall obtain the Authority's 

approval before proceeding with such repairs if the cost for outside services exceeds $200. In 

addition, Wayne shall supervise and maintain the common areas of the Airport and shall insure 

that such are maintained in a neat and clean manner. 

d. Wayne's designated Airport Manager's representative shall attend all 

regular and special meetings of the Authority and shall make monthly reports to the Authority of 

Wayne's duties as Airport Manager and of the activities of the Airport generally at these 

meetings. 

5. ENFORCEMENT OF RULES AND REGULATIONS. As Airport Manager, 

Wayne shall enforce all laws, ordinances, rules and regulations lawfully adopted for the general 

operation of the Airport and its facilities located thereon, or for the conduct of persons thereon, 

by any local, state or federal legal authority having jurisdiction thereof Wayne, as Airport 

Manager, will post and keep posted all written rules and regulations adopted by the Authority 

and will bring to the attention of any person who violates said rules and regulations that such 

conduct is unlawful. In the event a violator fails to comply or conform to apphcable rules and 

regulations, then Wayne shall take such action as directed by the Authority from time to time to 

enforce such rules and regulations and prosecute the violators. 

6. WAYNE'S CONDUCT. Wayne, at all times during this Agreement, shall: 

(a) Observe and conform to all applicable laws and customs associated 

with the operation of the Airport. 

(b) Comply with all of the Authority's reasonable directions in the 

performance of its duties hereunder. 

(c) Cornply with all Federal and State laws and regulations (including the 

Federal Aviation Administration the "FAA") in the management of the Airport. 

7. INDEPENDENT CONTRACTOR. In performing its duties hereunder Wayne 

acts as an independent contractor, not as an agent of the Authority. The selection, retention, 

assignment, direction and payment of Wayne's employees, including applicable payroll taxes, 

shall be the sole responsibility of Wayne and the Authority shall not attempt to exercise any 

control over the daily performance or duties of Wayne's employees. In addition, Wayne shall be 

responsible for the payment of it own taxes. 

G:\Wp51\DATA\DMA\Wayne County\Airport Management Agreement.wpd 
8. DEFAULT AND TERMINATION. This Agreement shall terminate on the 

occurrence of any of the following events: 

(a) At any time by mutual agreement in writing between the Authority 

and Wayne. 

(b) Upon the termination of the Authority's Lease Agreement with 

Wayne or Fixed Base Operations Agreement with Wayne, both of even date herewith. 

(c) Failure by Wayne in performance of any of the terms, covenants and 

conditions of this Agreement or the failure of Wayne to remedy such failure to the Authority's 

satisfaction for a period of 30 days after receipt of written notice from the Authority to remedy 

the same. 

(d) Default by the Authority in performance of any of the terms, covenants 

and conditions of this Agreement or the failure of the Authority to remedy such default to 

Wayne's reasonable satisfaction for a period of 30 days after receipt of notice from Wayne to 

remedy the same. 

(e) Upon ten days written notice from Wayne to the Authority in the event 

that (i) this Agreement.is subordinated to another Agreement in accordance with paragraph 10 

below and (ii) Wayne is not amenable to the terms to which it will be subordinate. 

This agreement shall be subject and subordinate to the provisions of any existing or 

future agreement between the Authority and the United States or any agency thereof relative to 

the operatio operation and manaeemen management of the Aimortrp . 

9. SUBORDINATION. This Agreement is subordinate to the provisions of any and 

all existing and future agreements between GWAA and the United States of America relative to 

the operation, maintenance, or development of the Airport, the execution of which may be 

required as a condition precedent to the expenditure of funds for the development of the Airport, 

or any part thereof 

10. AMENDMENT. No modification, amendment, addition to, or termination of this 

Agreement, nor waiver of any of its provisions, shall be valid or enforceable unless in writing 

and signed by both parties hereto. 

11. BINDING AGREEMENT. This Agreement shall be binding on the parties hereto 

and their legal representatives, successors and permitted assigns. 

12. NOTICES. All notices under this Agreement shall be in writing and shall be 

served by personal service, or registered mail, return receipt requested. Notice by mail shall be 

addressed to each party at their address set forth on the signature page hereof Either party shall 

send written notice to the other party as to a different address to which notices should be sent for 

that party. 

G :\Wp5 ] \DATA\DMA\Wayne CountyVAirport Management Agreement.wpd 3 
13. GOVERNING LAW. This Agreement shall be governed by the laws of the State 

of North Carolina, and any disputes hereunder resolved in the state courts in Wayne County, 

North Carolina. 

14. SEVERABILITY. If any clause or provision of this Agreement is found to be 

illegal, invalid or unenforceable under present or future laws effective during the term of this 

Agreement, or is determined to be inconsistent with any of the GWAA's existing or future grant 

agreements with the United States of America, it is the intention of the Parties that the remainder 

of this Agreement shall not be affected. It is also the intention of the Parties that each such 

clause or provision of this Agreement that is illegal, invalid, unenforceable, or inconsistent with 

grant agreements, be stricken from the Agreement and replaced with a clause or provision as 

similar in terms to such illegal, invalid, unenforceable, or inconsistent clause or provision as may 

be possible and may be legal, valid, enforceable, and consistent. 

IN WITNESS WHEREOF, the parties have executed this agreement the day and year 

first above written. 

GOLDSBORO WAYNE AIRPORT AUTHORITY 

ATTEST: 

JaS^T!^Maxwell ^ , III" 

Secretary 

ATTEST: 

WAYNE COUNTY 

BY: ^ 

Roland M. Gray, Chairman 

Board of Commissioners 

nmn,__%_O^Lhrr^ 

G;\Wp5I\PATA\DMA\Wayne CountyVAirport Management Agreement.wpd 
Clerk to the Board 

G;VWp51VDATAVDMAVWayne CountyVAirport Management Agreement.wpd 
STATE OF NORTH CAROLINA 

COUNTY OF WAYNE 

^XAfo^J^-xS^^i- _, a Notary Public of the County and State aforesaid 

certify that James L. Maxwell, III personally appeared before me this day and acknowledged that 

he is the Secretary of the Goldsboro-Wayne Airport Authority, a body politic and corporate and 

that by authority duly given and as the act of the Goldsboro-Wayne Airport Authority, the 

foregoing instrument was signed in its name by its Chairman, Otto Keesling, sealed with its seal, 

and attested by himself as Secretary. 

My Commission Expires: 

(iiiii..., , 

: I ^ . —- J -

v^N... ••• '^ / 

UuAa^y^, 

Notary Public 

^ '"111,..••> ' 

STATE OF NORTH CAROLINA 

COUNTY OF WAYNE 

I, 1 |c\^t > IpAi^^^^yj ^ a Notary Public of the County and State aforesaid 

certify that Mkcia R. Wilson personally appeared before me this day and acknowledged that she 

is the Clerk to the Board of the Commissioners of Wayne County, a body politic and corporate 

and that by authority duly given and as the act of Wayne County, the foregoing instrument was 

signed in its name by its Chairman, Roland M. Gray, sealed with its seal, and attested by herself 

as Clerk to the Board. 

WITNESS my hand and seal this \C^ day of Uwt^x^ A ^ , 2009. 

NotarjcPublic 

My Commission Expires: 

G:\Wp51VDATA\DMA\Wayne CountyVAirport Management Agreement.wpd 
W. TIMOTHY HAITHCOCK 

GLENN A. BARFIELD 

B. GEOFFREY HULSE 

REBECCA B. KINSEY 

WORTH T. HAITHCOCK II 

HAITHCOCK, BARFIELD, HULSE & KINSEY, PLLC 

A'nORNKYS .\T I^..VW 

2 3 1 EAST WALNUT STREET 

POST OFFICE DRAWER 7 

COLfiSBOHO, .NOrrrri CAROI.IN A 2753.S-<)<>07 

TELEPHONE (919 ) 735-642 0 

F A X (9 19) 734-629 6 

haithcock®hbhklaw.com 

barfield@hbhklaw.com 

hulse@hbhklaw.com 

kinsey@hbhklaw.com 

worlhh@hbhkl8w.com 

July 6, 2009 

Mr. W. Harrell Everett, Jr. 

Everett, Womble, Lawrence & Brown, L.L.P. 

Drawer 10809 

507 B Spence Avenue 

Goldsboro, North Carolina 27532-0809 

Re: GWAA/SIG Aviation, LLC 

Dear Harrell: 

My clients, along with the other airport users, have been notified that 

SIG Aviation, LLC is terminating its FBO contract with the GWAA. 

Based on the content of the notice it would also appear that SIG is 

terminating its lease as well. Please be advised that Mr. and Mrs. 

Johnson are interested in negotiating with the GWAA to provide 

certain of FBO services which SIG Aviation is terminating. Their 

interest in this regard is separate and apart from their proposal to 

install and operate a commercial self-service avgas facility. Please 

confirm that my clients will be given an opportunity to negotiate or 

bid on an FBO contract. 

With warmest regards, 

HAITHCOCK, BARFIELD, HULSE & KINSEY, PLLC 

By: Glenn A. Barfield 

GAB/11 ^. 
FROM :EUFL&B FAX NO. :9197512598 Jul. 14 2009 09:50m PI 

EVERETT, WOMBLE, LAWRENCE & BROWN, LL.P. 

Attorney* nt IJIW 

507 B Spence Avemi* 

W. Hjin-fll Everett, Jr. 

Jnmei P. Womtlc, Jr. 

Ron«l<l T, Uwrenet, H 

DArrell K. Brown 

Dfower 10809 

Oold»1>oro,NC 27532^80£) 

-TelepKohC 

(919)778^707 

Tax 

(919) 751-2598 

tiwf@t!wf4ftw.coffl 

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FROM :EUFL& B FAX NJ. :9197512598 Jul. 14 2009 09:51flM P2 

W, riMOTHr HAITHCOCK 

GLENN A. BARFIELD 

B. GEOFFREY HULSE 

REBECCA B, KINSC Y 

WORTH T. HAITHCOCK II 

ITATTHOOCK, BARFIEl.F), HULS E A KINSEY, PLLC 

VrrORNKYIS A'l' i.AW 

231 EA,ST WALNUT STRtET 

POST OFFICE DRAWER 7 

<K>U:>8I»OI»(>, NOHTH CAROIJNA HTftMS-OiiO? 

TELEPHONE (919) 73B-6-J20 

FAX (9t91 734-6296 

halthcock9hbhkiaw.com 

barfielctWhbhklaw.com 

hi.il3e©hbhklaw.conl 

kInReyOhbtiklaw.Cum 

wor1hhOhi)hklE)w.com 

July 6, 2009 

Mr. W. Harrell Everett, Jr. 

Everett, Womble, I^wrence & Brown, L.L.P. 

Drawer 10809 

507 B Spence Avenue 

Goldsboro, North Carolina 27532-0809 

Re: GWAA/SIG Aviation, LLC 

Dear Harrell: 

My clients, along with the other airport users, have been notified that 

SIG Aviation, LLC is terminating its FBO contract with the GWAA 

Based on the content of the notice it would also appear that SIG is 

terminating its lease as well. Please be advised that Mr. and Mrs. 

Johnson are interested in negotiating with the GWAA to provide 

certain of FBO services which SIG Aviation is terminating. Their 

interest in this regard is separate and apart from their proposal to 

install and operate a commercial self-service avgas facility. Please 

confirm that my clients will be given an opporLunity to negotiate or 

bid on an FBO contract. 

With warmest regards, 

HAITHCOCK, BARFTELD, HULSE & KTNSEY, PLLC 

By: GlcfmA. Ba 

GAB/II [/