MANASSAS REGIONAL AIRPORT COMMISSION REGULAR MEETING AGENDA

July 20, 2017

7:00 PM -Airport Office Conference Room - Terminal

ITEM 1. Consideration of approval of minutes of the regular meeting held on June 15, 2017.

ITEM 2. Review of expenses. (New Format)

COMMENTS FROM THE PUBLIC

ITEM 3. The “Comments from the Public” agenda item is for members of the public to address the Airport Commission for less than three (3) minutes each. Please state your full name, your city/county and state of domicile, and your interest in, and/or affiliation with, the Airport prior to speaking. No prior notice is necessary to speak during this portion of the agenda. Members of the public may also address the Airport Commission for longer than three minutes if they ask the Airport Director for a place on the agenda at least five (5) working days before the meeting or if a member of the public is specifically requested by a Commission Member to address the Commission.

AIRPORT DIRECTOR’S REPORT

ITEM 4. Airport Director’s Report

a. Certificate of Appreciation for Old Dominion Ninety-Nines, Compass Rose Repainting

b. RS&H and Delta Engineering Services Report

c. Review Rents, Tie-downs and Hangars Aging Report.

d. Review Revenue and Expenditure Reports.

PRESENTATIONS

ITEM 5. STEM Presentation (Susan McNamara & Paul Steiner) – 10 mins

ITEM 6. Agenda Conversion (Marie Matisans) – 5 mins

OLD BUSINESS

ITEM 7. (Reserved for Old Business Items)

CONSENT AGENDA

All items listed under the consent agenda are considered to be routine and will be enacted by one . If separate discussion is desired, that item will be removed from the consent agenda and considered separately.

ITEM 8. (Reserved for Consent Agenda Items) Airport Commission Agenda Page 2 Regular Meeting

COMMITTEE REPORTS IF AVAILABLE

ITEM 9. (Reserved for addition of any Committee Reports)

NEW BUSINESS

ITEM 10. New Airport Commission Policy Letter allowing the longest presiding commission member to reside as Chairman should the Vice Chairman and Chairman be absent

ITEM 11. Consideration of rescheduling the August 17th, 2017 Airport Commission meeting to August 24th, 2017.

ITEM 12. Approval of the Collateral Assignment of Franchise between Aerosolutions Group, Inc and Access National Bank.

ITEM 13. Approval of the Collateral Assignment of Franchise between Colgan Group, LLC and Access National Bank.

ITEM 14. Review and approval of the award contract for the West Apron Rehabilitation (Phase 1) in the amount of $1,700,017.50 to Chemung Contracting Corp.

INFORMATION ITEMS

ITEM 15. (Reserved for addition of any Information item)

COMMISSION COMMENTS

ITEM 16. Commission Members may make comments or raise questions on matters of interest to the Commission.

CLOSED SESSION

ITEM 17. Consideration of a Motion Authorizing a Closed Meeting on Subjects in Accordance with the Amended Freedom of Information Act:

Section 2.2-3711 Paragraph A(5): Discussion concerning a prospective business or industry or the expansion of an existing business or industry, since no previous announcement has been made of the business’ or industry’s interest in locating or expanding its facilities in the City.

ITEM 18. Consideration of a motion certifying that the Closed Meeting was conducted in conformity with Virginia Law.

ADJOURNMENT Item 1 MANASSAS REGIONAL AIRPORT COMMISSION REGULAR MEETING MINUTES

June 15, 2017

The Manassas Regional Airport Commission held its regular meeting in the Airport Conference Room on the above date, attended by Vice Chairman Tom Lemmon, Juan Cabrera, Harry Clark, Theresa Coates Ellis, Howard Goodie, Richard H. Seraydarian, and James L. Uzzle.

Chairman Dan Radtke, HR Zucker, Richard H. Seraydarian, and Thomas Flynn were unable to attend.

Airport Personnel in Attendance: Juan E. Rivera (Airport Director), Jolene Berry (Airport Operations) and Marie Matisans (Secretary).

Others present were Alan McDonald (RS&H) and John Longnaker (Delta Airport Consultants)

Vice Chairman Lemmon called the meeting to order at 7:12 p.m.

ITEM 1. Consideration of approval of minutes of the regular meeting held on May 18, 2017.

Member Clark MOVED for the approval of minutes of the regular meeting held on May 18, 2017. SECONDED by Member Goodie and CARRIED UNANIMOUSLY.

ITEM 2. Review of expenses. Airport staff is currently trying to streamline and make the review of expenses report automated instead of manual. An example of a new report will be provided month.

COMMENTS FROM THE PUBLIC

ITEM 3. The “Comments from the Public” agenda item is for members of the public to address the Airport Commission for less than three (3) minutes each. Please state your full name, your city/county and state of domicile, and your interest in, and/or affiliation with, the Airport prior to speaking. No prior notice is necessary to speak during this portion of the agenda. Members of the public may also address the Airport Commission for longer than three minutes if they ask the Airport Director for a place on the agenda at least five (5) working days before the meeting or if a member of the public is specifically requested by a Commission Member to address the Commission.

AIRPORT DIRECTOR’S REPORT

ITEM 4. Airport Director’s Report MALS-F Project – The MALS are not up and running yet due to the lighting sequence skipping. Currently the project is a month behind schedule. Phase 2 of the Airport Sign Installation is complete. An interactive map will be up in 30 days and will be mobile. The airport Director and Team Insight staff attended the Rhode Island Jumpstart conference with the intention of gaining headway for the Air Service Market Assessment with charter flight companies. The conference provides 20 minutes with multiple airlines to pitch your airport to them for business. The Director and Team Insight staff met with 7 airlines, three of which were highly promising (SurfAir, Southern Airways Express, and OneJet). It is the Airport’s goal to gain second meeting with each of the promising Item 1 Airport Commission Agenda Page 2 Regular Meeting

companies. The Director will be meeting with Tom Flynn (PWC) and Patrick Small (Economic Development) to determine local business support of charter services. The director met today with representatives for Optical Air Data Systems and was informed that it is expected for their building to be foreclosed on.

a. Certificate of Appreciation for Old Dominion Ninety-Nines, Compass Rose Repainting -Postponed until next commission-

b. RS&H and Delta Engineering Services Report

c. Review Rents, Tie-downs and Hangars Aging Report.

d. Review Revenue and Expenditure Reports.

PRESENTATIONS

ITEM 5. Bouvier Kelly Marketing Plan Update (Marie Matisans) – 5 Mins A separate handout was given due to receiving the updated 2018 Marketing Plan the same day prior to the commission meeting. The following updates were made to the plan:

• No constant contact e-blasts budgeted for Bouvier Kelly as these will be done in house • BCA ½ page print ads for 3 months • BCA Digest enewsletter for 4 months • BJT Waypoint enewsletter for 4 months • Geofence will be added to Teterboro FBOs in addition to the current IAD geofence • Bluesky emagazine ads for 4 months

ITEM 6. Conversion to Nook Agenda Packets Proposal (Marie Matisans) – 5 Mins

The Airport Commission has expressed a consensus to go electronic for agendas. Marie Matisans will present on the IPad next month based on compatibility with the Granicus system. The Nook is offered as an option for cost savings.

OLD BUSINESS

ITEM 7. (Reserved for Old Business Items)

CONSENT AGENDA

All items listed under the consent agenda are considered to be routine and will be enacted by one motion. If separate discussion is desired, that item will be removed from the consent agenda and considered separately.

ITEM 8. (Reserved for Consent Agenda Items)

COMMITTEE REPORTS IF AVAILABLE

ITEM 9. (Reserved for addition of any Committee Reports) Item 1 Airport Commission Agenda Page 3 Regular Meeting

NEW BUSINESS

ITEM 10. Approval of Lease Renewal for American Helicopters at Terminal Room #105

Member Clark MOVED for the approval of Lease Renewal for American Helicopters at Terminal Room #105. SECONDED by Member Uzzle and CARRIED UNANIMOUSLY.

ITEM 11. Approval of Lease Renewal for Aviation Adventures at Terminal Room #109 & #110

Member Clark MOVED for the approval of Lease Renewal for Aviation Adventures at Terminal Room #109 & #110. SECONDED by Member Uzzle and CARRIED UNANIMOUSLY.

ITEM 12. Voting for the Vice Chairman and Chairman of the Manassas Regional Airport Commission No further nominations.

Member Clark MOVED to close nominations. SECONDED by Member Goodie and CARRIED UNANIMOUSLY.

Member Clark MOVED to motion by acclamation for Tom Lemmon as Vice Chairman and Dan Radtke as Chairman of the Airport Commission. SECONDED by Member Cabrera and CARRIED UNANIMOUSLY.

ITEM 13. Grant agreement for Replace Terminal HVAC Unit in the amount of $114,968.00 in state funding.

Both HVAC units in the terminal will be replaced in the fall of 2017.

Member Goodie MOVED for the approval of grant agreement for Replace Terminal HVAC Unit in the amount of $114,968.00 in state funding. SECONDED by Member Cabrera and CARRIED UNANIMOUSLY.

ITEM 13a. Addendum Item - Recommend approval to City Council the assignment of the Airport Development Group franchise to Zenith Properties LLC.

The Airport Director met with Carter Leek today and was informed that Zenith Aviation would like to move forward with the purchase of Airport Development Group. This item will go to City Council for approval.

Member Clark MOVED for the approval to City Council the assignment of the Airport Development Group franchise to Zenith Properties LLC. SECONDED by Member Uzzle and CARRIED UNANIMOUSLY.

INFORMATION ITEMS

ITEM 14. (Reserved for addition of any Information item)

COMMISSION COMMENTS

ITEM 15. Commission Members may make comments or raise questions on matters of interest to the Commission. Item 1 Airport Commission Agenda Page 4 Regular Meeting

Member Uzzle – There is an offer for a Boeing 737 and flight simulator to be given out for free for tax purposes. Should anyone be interested please contact Member Uzzle. The HOA along airport property is having issues with squatters. This will be resolved with no trespassing signs. Member Coates-Ellis – Member Coates-Ellis has been working with the local schools along with Member Zucker. They recently tried to attend a school board meeting to get a student a workshop scholarship, the meeting was delayed until next week. Member Coates-Ellis asked the Airport Commission if it would be beneficial and permissible to have CTE come and present to the commission regarding encouraging airport businesses to have more STEM and internship opportunities for young students.

ADJOURNMENT

Member Clark MOVED that the meeting adjourn. SECONDED by Member Cabrera and CARRIED UNANIMOUSLY.

The meeting adjourned at 8:32 P.M.

______Secretary Chairman

______Date Approved REVIEW OF EXPENSES ITEM 2

MONTHLY EXPENSES Vendor Description This Month Gross Amount AM ASSOC OF AIRPORT EXEC AAAE digicast membership $ - $ 330.00 AMERICAN DISPOSAL COMMERCIAL SVCS, INC AMERICAN DISPOSAL SERVICES $ - $ 1,296.00 CINTAS CORP. Medical Supplies $ - $ 106.61 DIRECTV Direct TV monthly payment $ - $ 324.96 EAGLE PROTECTION SERVICES INC SECURITY SERVICES $ - $ 38,210.00 LANDMARK ELEVATOR INC Service Call/Inspections $ - $ 202.50 M C W SOLUTIONS LLC camera repair/replacement $ - $ 4,050.00 MANASSAS, CITY OF UTILITIES Security Lighting installation on poles $ - $ 799.14 MOOR GREEN ESTATES HOMEOWNERS MOA Fees $ - $ 3,680.00 ORKIN EXTERMINATING CO INC Orkin services $ - $ 275.38 SWEEP RITE SWEEPING SERVICES INC SWEEP RITE $ - $ 2,200.00 TRUGREEN CHEMLAWN lawn service $ - $ 747.40 U S PLANTS INC PLANTS $ - $ 1,007.15 UNIFIRST CORP Uniform UNIFIRST MATS AND UNIFORMS $ - $ 950.95 UNIFIRST CORP Terminal UNIFIRST MATS AND UNIFORMS $ - $ 187.50 VA BUSINESS SYSTEMS KONICA COPIER LEASE $ - $ 1,392.92 WALKERS CRPT CRE/JANTRL SVC JANITORIAL SERVICES $ - $ 7,121.98 WASHINGTON GAS 10529 wakeman dr $ - $ 761.19 WASHINGTON GAS 10531 terminal rd $ - $ 1,793.25 WASHINGTON GAS 10400 wakeman dr $ - $ 6,271.11 WASHINGTON GAS 10533 terminal rd $ - $ 118.62 CITY OF MANASSAS UTILITIES Vendor Description This Month Gross Amount MANASSAS, CITY OF UTILITIES 10401 wakeman $ - $ 2,330.04 MANASSAS, CITY OF UTILITIES 10451 wakeman $ - $ 888.96 MANASSAS, CITY OF UTILITIES 10481 observation $ - $ 3,005.60 MANASSAS, CITY OF UTILITIES 10501 terminal $ - $ 2,410.26 MANASSAS, CITY OF UTILITIES 10529 terminal $ - $ 1,297.31 MANASSAS, CITY OF UTILITIES 10531 terminal $ - $ 411.32 MANASSAS, CITY OF UTILITIES 10533 wakeman $ - $ 170.48 MANASSAS, CITY OF UTILITIES 10541 terminal $ - $ 326.06 MANASSAS, CITY OF UTILITIES 10547 terminal $ - $ 619.66 MANASSAS, CITY OF UTILITIES 10549 terminal $ - $ 256.92 MANASSAS, CITY OF UTILITIES 10557 terminal $ - $ 510.57 MANASSAS, CITY OF UTILITIES 10557 wakeman $ - $ 894.44 MANASSAS, CITY OF UTILITIES 10567 wakeman $ - $ 1,056.89 MANASSAS, CITY OF UTILITIES 10577 wakeman $ - $ 606.41 MANASSAS, CITY OF UTILITIES 10600 harry j parrish $ - $ 15,799.77 MANASSAS, CITY OF UTILITIES 10600 observation $ - $ 1,575.22 MANASSAS, CITY OF UTILITIES 10601 observation $ - $ 263.85 MANASSAS, CITY OF UTILITIES 10601 wakeman $ - $ 9,629.19 MANASSAS, CITY OF UTILITIES 10631 observation $ - $ 504.15 MANASSAS, CITY OF UTILITIES 10661 observation $ - $ 629.92 MANASSAS, CITY OF UTILITIES 9950 wakeman $ - $ 65.80 AIRPORT PROJECTS Vendor Description This Month Gross Amount AUSTIN ELECTRICAL CONST INC 34R MEDIUM INTENSITY APPROACH $ - $ 508,923.50 REYNOLDS SMITH & HILLS INC 34R MEDIUM INTENSITY APPROACH $ - $ 76,499.62 REYNOLDS SMITH & HILLS INC AIR SERVICE MARKETING PLAN $ - $ 19,394.93 DELTA AIRPORT CONSULTANTS INC AIRFIELD SIGN AND MARKINGS PLAN $ - $ 1,575.00 REYNOLDS SMITH & HILLS INC DESIGN PHASE LOMR $ - $ 13,308.00 REYNOLDS SMITH & HILLS INC ENVIRO ASSESSMENT FOR WEST CORP $ - $ 70,544.19 BOUVIER KELLY INC MARKETING PLAN $ - $ 37,100.15 REYNOLDS SMITH & HILLS INC W CORP DEV EA SVCS $ - $ 36,516.51 REYNOLDS SMITH & HILLS INC WEST APRON REHAB DESIGN AND BID $ - $ 106,331.79 TOWER INVOICES Vendor Description This Month Gross Amount MANASSAS, CITY OF UTILITIES 10603 observation $ - $ 888.67 MANASSAS, CITY OF UTILITIES 10605 observation $ - $ 6,838.13 UNIFIRST CORP Tower UNIFIRST MATS AND UNIFORMS $ - $ 200.25 WALKERS CRPT CRE/JANTRL SVC JANITORIAL SERVICES $ - $ 4,878.00 WASHINGTON GAS 10603 Observation $ - $ 319.73 Item 4

Memorandum July 17, 2017

TO: Manassas Regional Airport Commission FROM: Airport Director

RE: AIRPORT DIRECTOR'S REPORT FOR JULY 2017

T-HANGAR OCCUPANCY RATE

The Airport has ninety-three (93) of the ninety-seven (97) t-hangar units on the east side under contract (96% occupancy). Fifty-Six (56) of the Fifty-nine (59) hangars on the west side are under contract (95% occupancy). The combined east and west hangar occupancy is 96% ( 149 out of 156). We are moving through the list and waiting for call-backs from prospective hangar tenants.

TIE-DOWN OCCUPANCY

Currently the airport has 71 of the public-use tie-downs under contract of the 168 available spaces. This represents an occupancy rate of 42%. East Tie-Downs: 44 of 86 rented (51%). West Tie-Downs: 27 of 82 rented (33%).

NOISE COMPLAINTS

There were three (3) noise complaints recorded by Airport Operations in the month of June 2017. The noise complaints were regarding one (I) fixed wing aircraft arriving at the airport and two (2) helicopters arriving and overflight.

A noise complaint form is available on the Airport's website for citizens who have noise concerns. The form can be completed and submitted online, or a citizen can call the Noise Hotline 24/7 at (703) 257-2576.

RUNWAY 34R MALS-F (CONSTRUCTION PHASE)

The MALS-F has been installed and the punch list has been completed. The MALS-F has not been activated due to a glitch in the sequencing lights that are skipping. RS&H, the contractor, and ADB (manufacturer) have been working to resolve the issue. As of the date of this report, the manufacturer has indicated that they think they have found the issue. They believe it is an issue with the ICC transformer and capacitors. ADB has sent the ICC chassis back to their shop and will calculate new capacitance values, test the system with new capacitors and transformers, and ship them back to Austin Electric for installation. Hopefully that will resolve the issue for good and the system can be utilized.

WEST SIDE ENVIRONMENTAL ASSESSMENT (EA)

RS&H continues to make progress on the EA. On 5/2, the FAA sent the Virginia Division of Historic Resources (VDHR) the Section 106 (or Historic Resources) reports. On 6/2, the VDHR completed its review and concurred with the FAA that the project would not result in an adverse effect to historic resources. The floodplain modeling of the project continues to be coordinated and documented. The Administrative Draft EA was submitted on May 26, 2017 to the FAA and DOAV. The FAA and DOAV comments were received on June 5 and 6, respectively. The VDEQ indicated that the realignment of Wakeman Drive was located within the stream RPA. RS&H with the concurrence of the Airport Director adjusted the East Parcel to avoid impacting the RPA with the proposed roadway. This action mitigates the VDEQ's comment regarding this matter. Item 4 July 17, 20 17 AIRPORT DIRECTOR'S REPORT FOR JULY 20 17 Page Two

AIR SERVICE MARKET ASSESSMENT STUDY (PHASE II)

The team is planning to arrange phone calls and/or in person meetings with Ultimate Air and Tradewind Aviation. The team continues to have weekly conference call to keep the momentum moving forward. The Director had a meeting with PWC Director of Economic Development and has a scheduled meeting with the Director of Economic Development forthe City. A survey will be developed by Team Insight to be used in the future for gathering needed informationon possible routes.

WEST APRON REHABILITATION PHASE I (Design & Bidding)

The bid opening took place on June 19, 20 17. The apparent low bidder was Chemung Contracting Corp. with a bid of $1, 700,0 17.50. Site plans have been formally approved by the City of Manassas.

BRIDGE STRUCTURE EXTENSION-LOMAR

The LOMR was submitted to Prince William County and City of Manassas for review on June 6, 20 17. The City of Manassas did not have any comments. Comments have not yet been received from Prince William County. The review process could take up to ninety (90) days.

AIRPORT SIGNAGE PLAN

Phase II of the project has been completed. The signs have been manufactured and installed. A P.O. for Phase III has been issued and the design effort for the Phase III signs is ongoing. The fabrication of the signs should take place in August of this year with the installation of the signs being completed by the end of August 20 17.

AIRFIELD SIGN AND MARKING PLAN

Delta Aviation Consultants have completed the plan and the Airpo11 staff has reviewed and provided comments to Delta. The FAA is currently reviewing the plans and will provide comments. Once the plan is completed, the Airport Director will work with the ADO to determine if it would be feasible to have a project that specifically updates all of the signs at one time, or to replace them when major project are completed.

UPCOMING EVENTS

Virginia Aviation Conference, Roanoke, VA - August 15-18 Item 4C

Noise Complaints FY 2016-2017 6

5 5

4 4

3 3 3 3 2017 3 2016 Average

2 2 2 2

1 1 1 1

0 July August September October November December January February March April May June Item 4C

FY2017 Tie-Down Occupancy Rates

100%

90%

80%

70% Downs - 60%

50%

40%

30% Percentage of Occupied Tie Occupiedof Percentage

20%

10%

0% July August September October November December January February March April May June

Occupancy Rate Monthly Target Item 4C

FY2017 Hangar Occupancy Rates

100%

90%

80%

70%

60%

50%

40%

Percentage of Occupied Hangars Hangars Occupiedof Percentage 30%

20%

10%

0% July August September October November December January February March April May June

Occupancy Rate Monthly Target Item 4c PREPARED 7/14/17, 16:24:45 RECEIVABLES AGING REPORT 7/14/17 PAGE PROGRAM MR651L SUMMARY REPORT ------CITY OF MANASSAS, TREASURER'S------OFFICE ------NOT YET 1 - 30 31 - 60 61 - 90 OVER 90 ------CUST ID------NAME------TOTAL ------DUE DAYS DUE------DAYS----- DUE------DAYS DUE------DAYS------DUE -- 205 AP AURORA FLIGHT SERVICES( 9,627.00 9,627.00 .00 .00 .oo .00 205 AP AURORA FLIGHT SERVICES 7,728.75 7,728.75 .00 .00 .00 .00 312 AP OPTICAL AIR DATA SYSTEM 8,098.12 4,049.06 4,049.06 .00 .00 .00 591 AP MANASSAS HANGARS CONDO, 4,398.86 4,398.86 .00 .00 .oo .00 678 AP AYIVORH (#53), MR. NIIB 375.00 375.00 .00 .oo .00 .00 687 AP RUHLIN (#48), MR. THOMA 325.00 325.00 .00 .00 .00 .00 688 AP 85 N CORPORATION (#50) 650.00 325.00 325.00 .00 .00 .00 867 AP SUN AIRCRAFT SERVICES, 160.00 80.00 80.00 .00 .00 .00 870 AP CAVELL, GARRISON C. 425.00 425.00 .00 .00 .00 .00 884 AP DUTCHYSYN, HARRY 80.00 80.00 .00 .00 .00 .oo 889 AP FISHER (#31), SAMUEL J. 375.00 375.00 .00 .00 .00 .00 893 AP !LAIR, LLC 80.00 80.00 .00 .00 .00 .00 907 AP HEPP, ROBERT J (LEASE) 2,306.19 2,306.19 .00 .00 .00 .00 907 AP HEPP, ROBERT J (TD MAST 1,050.00 1,050.00 .00 .00 .00 .00 907 AP HEPP, ROBERT J (EAST C- 1,500.00 1,500.00 .00 .00 .00 .00 912 AP JOHNSON, CHRISTOPHER 80.00 80.00 .00 .00 .oo .00 918 AP KOLODIAJNYI, VADIM 325.00 325.00 .00 .00 .00 .00 922 AP MARTINEZ, JORGE 325.00 325.00 .oo .00 .00 .00 923 AP AMERICAN FLYING CLUB,(H 550.00 550.00 .00 .00 .00 .00 938 AP NOLASCO, RICARDO 80.00 80.00 .00 .00 .00 .00 950 AP ROHWEDER, ALFREDO 350.00 350.00 .00 .00 .00 .00 957 AP SIRY (#58), STANLEY A. 325.00 325.00 .00 .00 .00 .00 961 AP SMITH, SAM (F-13) 398.00 398.00 .00 .00 .00 .00 970 AP VENTURINO (#57), LEE A 325.00 325.00 .00 .00 .00 .00 983 AP FLIGHT, INC. 80.00 80.00 .00 .00 .00 .00 1003 AP SCHWENTKER, DONALD M. 80.00 80.00 .00 .oo .00 .00 1024 AP CIVIL AIR PATROL (RENT) 92. 47 .00 92.47 .00 .00 .00 1038 AP EDMONDS, ROBERT D., JR. 160.00 80.00 80.00 .00 .00 .00 1042 AP KOTTMYER, ALICE M. 375.00 375.00 .00 .00 .00 .00 1044 AP FLYING CROWS, INC. 80.00 80.00 .00 .00 .00 .00 1111 AP STONE, JAMES B. 160.00 80.00 80.00 .00 .00 .00 1143 AP L & S AVIATION, INC. 80.00 80.00 .00 .00 .00 .00 1172 AP ZIMMITTI, ANDREW 80.00 80.00 .00 .00 .00 .00 1198 AP MCCLANAHAN, RICK 80.00 80.00 .00 .oo .00 .00 1203 AP MCCOMBS (#40), JOHN (JA 325.00 325.00 .00 .00 .00 .00 1423 AP VISCERAL TECHNOLOGIES ( 325.00 325.00 .00 .00 .00 .00 1529 AP MCDOWELL (#51), ALEX M. 325.00 325.00 .oo .00 .00 .00 1543 AP KOSKI, STEVEN 160.00 80.00 80.00 .00 .00 .00 1603 AP DULLES AVIATION, INC. 8,660.37 8,660.37 .00 .00 .00 .00 1603 AP DULLES AVIATION, INC. 4,520.68 4,479.92 40. 76 .00 .00 .00 1603 AP DULLES AVIATION, INC. 2,513.95 .00 2,513.95 .00 .00 .00 1603 AP DULLES AVIATION, INC - 1,005.58 .00 1,005.58 .00 .00 .00 1608 AP M J COLGAN ASSOC., LLC 5,827.94 5,827.94 .00 .00 .oo .00 1610 AP AEROGRAPHICS 3,712.37 3,712.37 .00 .00 .00 .00 1612 AP COLGAN GROUP, LLC. 5,474.50 3,841.56 1,632.94 .00 .00 .00 1613 AP AEROSOLUTIONS GROUP, IN 2,398.02 1,199.01 1,199.01 .oo .00 .00 1614 AP MANASSAS HANGARS CONDO, 5,539.59 5,539.59 .00 .00 .00 .00 1615 AP FLIGHTWORKS (LEASE) 15,535.30 6,367.46 6,367.46 2,800.38 .00 .00 1615 AP FLIGHTWORKS (SURCHARGE) 112. 06 .00 112. 06 .00 .00 .00 1615 AP FLIGHTWORKS (FUEL) 504.27 .oo 504.27 .00 .00 .00 1616 AP AIRPORT DEVELOPMENT GRO 6,956.16 3,478.08 3,478.08 .00 .00 .00 Item 4c PREPARED 7/14/17, 16:24:45 RECEIVABLES AGING REPORT 7/ 14 / 1 7 PAGE 2 PROGRAM MR651L SUMMARY REPORT CITY OF MANASSAS, TREASURER'S OFFICE

NOT YET 1 · 30 31 - 60 61 - 90 OVER 90 ------CUST ID------NAME ------TOTAL -----DUE------DAYS DUE------DAYS --DUE------DAYS -DUE------DAYS------DUE---

1640 AP FAA TOWER - AIRPORT 4.34 4.34 .00 .oo .00 .00 1848 AP SANDERS, GLEN 69.00 69.00 .00 .00 .00 .00 1891 AP VRE - VIRGINIA RAILWAY 1,404.01 1,404.01 .00 .00 .00 .00 1937 AP RUPP, JOHN 80.00 80.00 .00 .00 .00 .00 2084 AP CHANTILLY AIR, INC - LE 8,421.57 7,203.51 1,218.06 .00 .00 .oo 2114 AP HUGGINS, PIERRE L. 80.00 80.00 .00 .00 .00 .00 2127 AP ADVANCED IMAGING SYSTEM 325.00 325.00 .00 .oo .00 .00 2130 AP HYDE, JAMES C. (F-11) 398.00 398.00 .00 .00 .00 .00 2168 AP JARRELL, JOSHUA E. 75.00 75.00 .00 .00 .00 .00 2207 AP RISING PHOENIX AVIATION 160.00 80.00 80.00 .00 .oo .00 2207 AP RISING PHOENIX AVIATION 160.00 80.00 80.00 .00 .00 .00 2207 AP RISING PHOENIX AVIATION 4,500.00 1,500.00 1,500.00 1,500.00 .00 .00 2247 AP CHANTILLY II (LEASE) 1,713.46 1,713.46 .00 .00 .00 .00 2247 AP CHANTILLY II (sur) 421.48 .00 421.48 .00 .00 .00 2247 AP CHANTILLY II (FUEL) 1,601.62 .00 1,601.62 .00 .00 .00 2279 AP METROPOLITAN AVIATION ( 494.18 .00 .00 .00 .00 4 94.18 2280 AP MAYER (#45), CHRISTOPHE 325.00 325.00 .00 .00 .00 .00 2287 AP POPESCU, DANIEL 80.00 80.00 .00 .00 .00 .00 2338 AP TURGAL, JAMES L. 398.00 398.00 .00 .00 .00 .00 2380 AP SHYMKEWICH (#44), DALE 325.00 325.00 .00 .00 .00 .00 2436 AP DELTA FOX HEF, LLC 5,145.36 5,145.36 .00 .00 .00 .00 2519 AP AMERICAN AVIATION SERV 480.00 160.00 160.00 160.00 .00 .00 2519 AP AMERICAN AVIATION SERV 1,485.00 4 95.00 495.00 495.00 .00 . 00 2519 AP AMERICAN AVIATION SERV 240.00 80.00 80.00 80.00 .00 .00 2519 AP AMERICAN AVIATION SERV 240.00 80.00 80.00 80.00 .00 .00 2519 AP AMERICAN AVIATION SERV 1,194.00 398.00 398.00 398.00 .00 .00 2519 AP AMERICAN AVIATION SERV 240.00 80.00 80.00 80.00 .00 .00 2519 AP AMERICAN AVIATION SERV 1,194.00 398.00 398.00 398.00 .00 .00 2519 AP AMERICAN AVIATION SERV 1,050.00 350.00 350.00 350.00 .00 .oo 2519 AP AMERICAN AVIATION SERV 1,275.00 425.00 425.00 425.00 .00 .00 2519 AP AMERICAN AVIATION SERV 1,050.00 350.00 350.00 350.00 .00 .00 2519 AP AMERICAN AVIATION SERV 1,485.00 495.00 4 95.00 495.00 .00 .00 2519 AP AMERICAN AVIATION SERV 4,500.00 1,500.00 1,500.00 1,500.00 .00 .00 2519 AP AMERICAN AVIATION SERV 4,500.00 1,500.00 1,500.00 1,500.00 .00 .00 2519 AP AMERICAN AVIATION SERV 6,000.00 2,000.00 2,000.00 2,000.00 .00 .00 2519 AP AMERICAN AVIATION SERV 4,500.00 1,500.00 1,500.00 1,500.00 .00 .00 2519 AP AMERICAN AVIATION SERV 4,500.00 1,500.00 1,500.00 1,500.00 .00 .00 2519 AP AMERICAN AVIATION SERV 1,485.00 495. 00 495.00 495.00 .00 .00 2524 AP GENOESE-ZERBI, FREDERIC 80.00 80.00 .00 .00 .00 .00 2542 AP COYOTE AIR, LLC (H-8) 495.00 4 95.00 .00 .oo .00 .00 2548 AP KENNEDY (G-15), JOHN M 796.00 398.00 398.00 .00 .00 .00 2564 AP BURTCH, TIMOTHY 495.00 495.00 .00 .00 .00 .00 2591 AP N72JP, INC. (H-10) 990.00 990.00 .00 .00 .00 .00 2603 AP WHISLER (G-12), JOHN C. 398.00 398.00 .00 .00 .00 .00 2624 AP LAPORTE (#41), CRAIG R 325.00 325.00 .00 .00 .00 .00 2641 AP LONDON AIR, LLC (H-6) 495.00 495.00 .00 .00 .00 .00 2655 AP FRANCIS (F-12), SCOTT P 398.00 398.00 .00 .00 .00 .00 2699 AP ANTLE (F-9), STEPHEN B 868.00 868.00 .00 .00 .00 .00 2756 AP AIRPORT PROPERTY PTNRS 37,221.48 37,221.48 .00 .00 .00 .00 2761 AP PLUMER, ERIC & MELISSA 325.00 325.00 .oo .00 .00 .00 2763 AP J & G ENTERPRISES, LLC 398.00 398.00 .00 .00 .00 .00 Item 4c PREPARED 7/14/17, 16:24:45 RECEIVABLES AGING REPORT 7/14/17 PAGE 3 PROGRAM MR651L SUMMARY REPORT ------CITY OF MANASSAS,------TREASURER'S------OFFICE ------NOT YET 1 - 30 31 - 60 61 - 90 OVER 90 ------CUST ID NAME------TOTAL------DUE DAYS DUE DAYS DUE DAYS DUE DAYS------DUE

2769 AP WU (H-7), PETER K. 550.00 550.00 .00 .00 .00 .00 2774 AP EICHHORN, ADRIAN 495.00 495.00 .00 .00 .00 .00 2796 AP WEENER, EARL F (G-6) 398.00 398.00 .00 .00 .00 .oo 2821 AP BOTERO ENTERPRISES, LLC 325.00 325.00 .00 .00 .00 .00 2828 AP PYNE, JAMES 76.00 76.00 .00 .00 .00 .00 2829 AP DERBY (F-6), MICHAEL R. 398.00 398.00 .00 .00 .00 .00 2834 AP HAASE (G-8), ROBERT F. 990.00 990.00 .00 .00 .00 .00 2851 AP LAWRENCE, JAMES D. 405.00 405.00 .00 .00 .00 .00 2860 AP TAYLOR (G-5), MICHAEL F 398.00 398.00 .00 .00 .00 .00 2867 AP MAHONEY III, DANIEL P. 325.00 325.00 .00 .00 .00 .oo 2878 AP HELLEBERG, JOHN 80.00 80.00 .00 .00 .00 .00 2881 AP AEROPLANE 225JW, LLC (F 398.00 398.00 .00 .00 .00 .00 2883 AP DESHLER, JAMES 325.00 325.00 .00 .00 .00 .00 2887 AP MCNULTY (F-14), WILLIAM 396.00 396.00 .00 .00 .00 .00 2888 AP WILSON (H-13), JOHN R. 495.00 495.00 .00 .00 .00 .oo 2893 AP SCHNEIDER (#49), PETER 325.00 325.00 .00 .00 .00 .00 2903 AP KOCH (H-9), JAMES F. 495.00 495.00 .00 .00 .00 .00 2906 AP GONZALEZ, ALICIA 80.00 80.00 .00 .00 .00 .00 2920 AP PENA, FELIX 80.00 80.00 .00 .00 .00 .00 2935 AP BARRON, WESLEY T. 325.00 325.00 .00 .00 .00 .oo 2956 AP !TD - JUSTIN WILLES$ (# 298.00 298.00 .00 .00 .oo .00 2959 AP RYCHLIK, KEVIN 240.00 80.00 80.00 80.00 .00 .00 2964 AP BARRERE, BILL 80.00 80.00 .00 .00 .00 .00 2971 AP WITSCHEY (G-2), JOHN 398.00 3 98. 00 .00 .00 .00 .00 2972 AP BARR (G-14), SAMUEL J. 398.00 398.00 .00 .00 .00 .oo 2977 AP HERSCHEL, DAVID M 80.00 80.00 .00 .00 .00 .00 2981 AP TSEPELIAS, HARRY 80.00 80.00 .00 .00 .00 .00 2986 AP STANLEY (#54), SHAWN 325.00 325.00 .00 .00 .00 .00 2988 AP VIRGINIA SCRAP CORP. (G 398.00 398.00 .00 .00 .00 .00 2989 AP HARTH (G-9), KAI 398.00 398.00 .00 .00 .00 .00 2993 AP ALSUP, PATRICK (G-7) 584.00 398.00 186.00 .00 .00 .00 3053 AP ADLER, RICHARD 80.00 80.00 .oo .00 .00 .00 3079 AP OKLAHOMA DIAMOND STAR, 325.00 325.00 .00 .00 .00 .00 3106 AP BAILEY, LARRY (#56) 325.00 325.00 .00 .00 .00 .00 3107 AP WHITMAN, DAVID L. 80.00 80.00 .00 .00 .00 .00 3118 AP AMERICAN HELICOPTERS 8,110.86 2,711.99 2,711.99 2,686.88 .00 .00 3127 AP HUBER, ROBERT T. 425.00 425.00 .00 .00 .00 .00 3275 AP LIPPSTREU (#59), JAMES 325.00 325.00 .00 .00 .00 .00 3318 AP AVIATION ED INC. 1,053.61 353.00 431.50 269.11 .00 .00 3332 AP McGEE, KENNETH W. 80.00 80.00 .00 .00 .oo .00 3339 AP CLARK, JAMES & RACHEL ( 398.00 398.00 .00 .00 .00 .00 3357 AP BUSCHBACH, THOMAS (G-4 398.00 398.00 .00 .00 .00 .00 3434 AP ELLIS, IRIS (#52) 325.00 325.00 .00 .00 .00 .00 3437 AP ELECTROTECH ENTERPRISES 398.00 398.00 .00 .00 .00 .00 3533 AP RAME INC (F-15) 398.00 398.00 .00 .00 .00 .00 3534 AP SOLYMOSSY, ROBERT A 375.00 375.00 .00 .00 .00 .00 3625 AP KEDDIS, MOHEB (#37) 325.00 325.00 .00 .00 .00 .00 3654 AP CLAWSON, GREGORY (F3) 398.00 398.00 .00 .00 .00 .oo 3740 AP NACEV, VLADIMIR (#46) 325.00 325.00 .00 .00 .00 .00 3749 AP WESTSIDE AVIATION (LEAS 11,327.80 5,582.60 5,582.60 162.60 .00 .00 3758 AP BCR AVIATION, LLC 425.00 425.00 .00 .00 .00 .00 Item 4c PREPARED 7/14/17, 16,24,45 RECEIVABLES AGING REPORT 7/14/17 PAGE PROGRAM MR651L SUMMARY REPORT CITY OF MANASSAS, TREASURER'S OFFICE

NOT YET 1 - 30 31 - 60 61 - 90 OVER 90 CUST ID NAME TOTAL DUE DAYS DUE DAYS DUE DAYS DUE DAYS DUE

3844 AP ALL ABOVE TOWN LLC 850.00 425.00 425.00 .00 .oo .00 3848 AP BEACH, ROBERT E 325.00 325.00 .00 .oo .00 .00 3849 AP BEACH, ROBERT 0 375.00 375.00 .00 .00 .00 .00 3851 AP BRADLEY, SCOTT 325.00 325.00 .00 .00 .00 .00 3852 AP BURTON AIR CORPORATION, 1,500.00 1,500.00 .00 .00 .00 .00 3853 AP CHAPMAN, ADRIAN P. 350.00 350.00 .00 .00 .00 .00 3854 AP DAVIS, DEWEY L. 350.00 350.00 .oo .00 .00 .00 3857 AP DEEBA INC 700.00 350.00 350.00 .00 .00 . 00 3858 AP FREELY, JAMES J 325.00 325.00 .00 .00 .00 .00 3859 AP FREEMAN, WALDO D. 350.00 350.00 .oo .00 .00 .00 3860 AP THE BONANZA PARTNERSHIP 350.00 350.00 .00 .00 .00 .00 3861 AP HOOGASIAN, STEPHEN M. 350.00 350.00 .00 .00 .00 .00 3862 AP HUFFMAN, ROBERT V. 325.00 325.00 .00 .00 . 00 .00 3863 AP KUPERSMITH, DOUGLAS A. 350.00 350.00 .00 .00 . 00 .00 3864 AP MASCIOLA, MICHAEL 325.00 325.00 .00 .00 .00 .00 3865 AP MILLER, DANIEL A. 350.00 350.00 .00 .00 .00 .00 3866 AP MORRIS, ERICK. 350.00 350.00 .00 .00 .00 .00 3867 AP NASH, TIMOTHY E. 375.00 375.00 .00 .00 .00 .00 3868 AP OSTERHELD, CURT C 325.00 325.00 .00 .00 .DO .00 3869 AP JOLLY LLC 398.00 398.00 .00 .00 .DO .00 3870 AP HP AVIATION LLC 325.00 325.00 .00 .oo .00 .00 3871 AP QUEENSMITH COMMUNICATIO 1,898.00 1,898.00 .oo .00 .00 .00 3872 AP PARADISE VIEW ENTERPRIS 350.00 350.00 .00 .00 .00 .00 3873 AP STOVALL, TODD J. 350.00 350.00 .00 .00 .00 .00 3874 AP TURBOFLYERS INC 350.00 350.00 .00 .00 .oo .00 3875 AP SULLIVAN, MICHAEL J. 323.00 323.00 .00 .00 .00 .00 3876 AP THIEL, BRIAN P. 325.00 325.00 .00 .00 .00 .00 3878 AP NORTHERN VIRGINIA FLYIN 350.00 350.00 .00 .00 .00 .00 3879 AP GILBERT, ROBERT N 325.00 325.00 .00 .00 .00 .00 3880 AP LIPPOLD STRATEGIES, LLC 495.00 495.00 .00 .00 .DO .oo 3895 AP CLIFTON AVIATION, LLC 325.00 325.00 .00 .00 .DO .00 3897 AP EAA CHAPTER 186, NAT CA 350.00 350.00 .00 .00 .00 .00 3898 AP COWAN GROUP 18,000.00 3,000.00 3,000.00 3,000.00 6,000.00 3,000.00 3901 AP BUSSMAN AVIATION, LLC 1,500.00 1,500.00 .00 .00 .DO .00 3902 AP AEROLUS, LLC 425.00 425.00 .00 .00 .DO .00 3906 AP CORDES, STEFAN 425.00 425.00 .00 .00 .00 .00 3907 AP CC AIR, LLC 325.00 325.00 .00 .00 .00 .00 3913 AP DOUBLE EAGLE FLYING SER 350.00 350.00 .00 .00 .00 .00 3922 AP LANGENHEIM, JOHN 325.00 325.00 .00 .00 .00 .00 3924 AP VIRGINIA AIRBORN SEARCH 4,500.00 1,500.00 1,500.00 1,500.00 .00 .00 3979 AP CASTOR, DAVID 325.00 325.00 .00 .00 .00 .00 4061 AP SOBHI, MICHAEL 796.00 398.00 398.00 .00 .00 .00 4062 AP FARINA, RICHARD 80.00 80.00 .00 .00 .00 .00 4065 AP MYERS INVESTMENT GROUP, 3 98. 00 398.00 .00 .00 .00 .00 4071 AP THOMPSON, LOREN 325.00 325.00 .00 .00 .00 .00 4077 AP IJET N391CP, LLC 325.00 325.00 .00 .00 .DO .00 4094 AP OPLNET, LLC 325.00 325.00 .00 .00 .DO .00 FINAL TOTALS 289,656.95 202,946.91 53,410.89 23,804.97 6,000.00 3,494.18

70.06\ 18.44% 8.22% 2. 07% 1. 21%

Airport Budget Item 4c

07/17/2017 10:20 |City of Manassas, VA |P 1 mmatisans |NEXT YEAR / CURRENT YEAR BUDGET ANALYSIS |bgnyrpts PROJECTION: 20182 FY 2018 - Commissions FOR PERIOD 99 Airport 2016 2017 2017 2017 2017 2018 ACTUAL ORIG BUD REVISED BUD ACTUAL PROJECTION Commission COMMENT ______037 Airport ______001 Enterprise Salaries and Wages 487,746.56 503,920.00 503,920.00 504,011.04 503,920.00 .00 ______Board and Elections St 5,200.00 11,700.00 11,700.00 4,000.00 11,700.00 .00 ______S&W-Housing Stipend 145.00 3,200.00 3,200.00 .00 3,200.00 .00 ______S&W-On-Call 22,947.14 23,300.00 23,300.00 23,329.32 23,300.00 .00 ______S&W-Overtime 20,529.26 27,500.00 27,500.00 16,983.08 27,500.00 .00 ______Hours Worked on a Holi 2,491.18 800.00 800.00 131.05 800.00 .00 ______Inclement Weather Pay 1,949.22 .00 .00 .00 .00 .00 ______Employee Benefits .00 164,950.00 164,950.00 .00 164,950.00 .00 ______Deferred Compensation 1,825.77 .00 .00 1,991.48 .00 .00 ______FICA 38,189.46 .00 .00 38,974.30 .00 .00 ______Virginia Retirement Sy 69,357.02 .00 .00 55,461.27 .00 .00 ______Group Health 52,537.54 .00 .00 54,447.87 .00 .00 ______Worker's Compensation 4,272.73 .00 .00 5,208.02 .00 .00 ______

Airport Budget Item 4c

07/17/2017 10:20 |City of Manassas, VA |P 2 mmatisans |NEXT YEAR / CURRENT YEAR BUDGET ANALYSIS |bgnyrpts PROJECTION: 20182 FY 2018 - Commissions FOR PERIOD 99 Airport 2016 2017 2017 2017 2017 2018 ACTUAL ORIG BUD REVISED BUD ACTUAL PROJECTION Commission COMMENT ______

Group Term Life Insura 6,172.22 .00 .00 6,394.47 .00 .00 ______Long Term Disability 1,455.85 .00 .00 1,421.97 .00 .00 ______Unemployment 383.89 .00 .00 240.80 .00 .00 ______Car Allowance 5,815.41 6,030.00 6,030.00 6,023.10 6,030.00 .00 ______Professional Services 40,779.94 65,000.00 92,726.00 50,059.00 65,000.00 .00 ______City Attorney Fees 13,028.92 32,000.00 32,000.00 11,898.72 32,000.00 .00 ______Temporary Help Service .00 2,500.00 2,500.00 .00 2,500.00 .00 ______Maintenance Services 16,892.90 32,600.00 32,600.00 16,435.43 32,600.00 .00 ______Refuse Collection Serv 2,905.34 3,000.00 3,000.00 5,487.33 3,000.00 .00 ______Janitorial Services 24,120.00 20,500.00 20,500.00 23,422.01 20,500.00 .00 ______HVAC 3,382.50 9,500.00 9,500.00 8,931.96 9,500.00 .00 ______Elevator Services 519.79 8,500.00 8,500.00 1,237.04 8,500.00 .00 ______Snow Removal 16,920.00 20,000.00 13,100.00 5,707.50 20,000.00 .00 ______Airfield Lighting Main .00 2,500.00 2,500.00 .00 2,500.00 .00 ______Elevator Inspections 1,915.56 2,000.00 2,000.00 1,755.64 2,000.00 .00 ______

Airport Budget Item 4c

07/17/2017 10:20 |City of Manassas, VA |P 3 mmatisans |NEXT YEAR / CURRENT YEAR BUDGET ANALYSIS |bgnyrpts

PROJECTION: 20182 FY 2018 - Commissions FOR PERIOD 99

Airport 2016 2017 2017 2017 2017 2018 ACTUAL ORIG BUD REVISED BUD ACTUAL PROJECTION Commission COMMENT ______

Vehicle/Apparatus Main .00 2,500.00 2,500.00 315.00 2,500.00 .00 ______

Print Bind Photo Servi .00 1,500.00 1,500.00 1,068.65 1,500.00 .00 ______

Advertising Services 32,468.72 50,000.00 60,150.00 56,321.64 50,000.00 .00 ______

Other Purchased Servic 49,807.81 56,950.00 70,234.00 39,492.67 56,950.00 .00 ______

Paving Services .00 30,000.00 30,000.00 17,116.97 30,000.00 .00 ______

Hazmat Disposal 5,205.00 19,000.00 19,000.00 .00 19,000.00 .00 ______

Security Services 84,670.52 88,700.00 88,700.00 110,681.46 88,700.00 .00 ______

City Attorney Misc Exp .00 500.00 500.00 29.17 500.00 .00 ______

Bond Sale Cost .00 .00 .00 46,250.77 .00 .00 ______

Information Technology 35,000.00 47,470.00 47,470.00 47,470.00 47,470.00 .00 ______

Phones and Voicemail C 12,350.00 13,230.00 13,230.00 13,230.00 13,230.00 .00 ______

IT GIS Mapping Charges 6,960.00 7,650.00 7,650.00 7,650.00 7,650.00 .00 ______

IT Purchases Mid-Year 5,085.56 .00 768.00 467.38 .00 .00 ______

Motor Vehicle Charges 27,070.35 38,580.00 38,580.00 37,765.42 38,580.00 .00 ______

Cost Allocation Charge 150,020.00 152,150.00 152,150.00 160,681.00 152,150.00 .00 ______

Airport Budget Item 4c

07/17/2017 10:20 |City of Manassas, VA |P 4 mmatisans |NEXT YEAR / CURRENT YEAR BUDGET ANALYSIS |bgnyrpts

PROJECTION: 20182 FY 2018 - Commissions FOR PERIOD 99

Airport 2016 2017 2017 2017 2017 2018 ACTUAL ORIG BUD REVISED BUD ACTUAL PROJECTION Commission COMMENT ______

Radio Charges 1,750.00 1,110.00 1,110.00 1,110.00 1,110.00 .00 ______

Utilities 7,308.05 19,500.00 19,500.00 10,583.86 19,500.00 .00 ______

City Utility Charges 110,375.77 121,500.00 121,500.00 105,229.09 121,500.00 .00 ______

Heating Fuel Oil or Ga 321.06 1,200.00 1,200.00 651.79 1,200.00 .00 ______

Cell Phone Charges 2,475.79 2,900.00 2,900.00 3,599.77 2,900.00 .00 ______

Pager Services 4.94 .00 .00 .00 .00 .00 ______

Cable/Satellite TV Ser 782.48 800.00 800.00 924.88 800.00 .00 ______

Telephone Service Char 143.00 130.00 130.00 138.21 130.00 .00 ______

Long Distance Charges 9.57 100.00 100.00 9.96 100.00 .00 ______

Insurance 26,810.00 35,000.00 35,000.00 21,394.00 35,000.00 .00 ______

Operating Leases 3,463.26 3,100.00 3,100.00 2,852.45 3,100.00 .00 ______

Miscellaneous Rentals 577.67 1,500.00 1,500.00 .00 1,500.00 .00 ______

Mileage 775.33 1,000.00 1,000.00 752.76 1,000.00 .00 ______

Training and Travel 12,689.74 12,000.00 12,000.00 7,766.39 12,000.00 .00 ______

Meeting / Business Exp 1,890.50 4,500.00 4,500.00 2,681.75 4,500.00 .00 ______

Airport Budget Item 4c

07/17/2017 10:20 |City of Manassas, VA |P 5 mmatisans |NEXT YEAR / CURRENT YEAR BUDGET ANALYSIS |bgnyrpts

PROJECTION: 20182 FY 2018 - Commissions FOR PERIOD 99

Airport 2016 2017 2017 2017 2017 2018 ACTUAL ORIG BUD REVISED BUD ACTUAL PROJECTION Commission COMMENT ______

Dues Memberships & Oth 6,892.42 6,800.00 6,800.00 6,842.00 6,800.00 .00 ______

Office Supplies 2,022.33 3,500.00 3,500.00 1,471.38 3,500.00 .00 ______

Other Supplies 6,441.52 75,910.00 75,372.00 13,287.50 75,910.00 .00 ______

Tools 3,734.42 3,000.00 3,000.00 2,313.24 3,000.00 .00 ______

Airfield Lighting Supp 11,213.77 18,000.00 18,000.00 8,078.49 18,000.00 .00 ______

Airport Hanger Supplie 2,241.56 30,000.00 30,000.00 29,814.92 30,000.00 .00 ______

Airfield Supplies 5,626.28 10,000.00 10,000.00 10,557.75 10,000.00 .00 ______

Security Supplies 1,165.91 12,000.00 11,770.00 7,982.54 12,000.00 .00 ______

Terminal Grounds Suppl 900.00 3,000.00 3,000.00 144.00 3,000.00 .00 ______

Maintenance Supplies 1,625.35 2,500.00 2,500.00 1,907.54 2,500.00 .00 ______

Books and Subscription 127.94 500.00 500.00 303.18 500.00 .00 ______

Uniforms and Safety Ap 2,206.51 2,500.00 2,500.00 2,941.30 2,500.00 .00 ______

Building and Repair Ma 17,840.76 25,000.00 25,000.00 23,113.22 25,000.00 .00 ______

Fuels/Oils/Lubricants 4,979.99 6,500.00 6,500.00 4,005.39 6,500.00 .00 ______

Vehicle/Equipment Part 13,110.30 15,000.00 15,000.00 13,923.12 15,000.00 .00 ______

Airport Budget Item 4c

07/17/2017 10:20 |City of Manassas, VA |P 6 mmatisans |NEXT YEAR / CURRENT YEAR BUDGET ANALYSIS |bgnyrpts

PROJECTION: 20182 FY 2018 - Commissions FOR PERIOD 99

Airport 2016 2017 2017 2017 2017 2018 ACTUAL ORIG BUD REVISED BUD ACTUAL PROJECTION Commission COMMENT ______

Equipment & Machinery 13,640.00 20,000.00 20,000.00 .00 20,000.00 .00 ______

Principal - Bonds Paya 229,735.30 336,330.00 336,330.00 329,943.13 336,330.00 .00 ______

Interest - Bonds Payab 82,011.41 164,040.00 164,040.00 77,745.40 164,040.00 .00 ______

Fiscal Agent Fees 604.36 .00 .00 54.34 .00 .00 ______

Interest on Interfund 19,600.00 1,630.00 1,630.00 .00 1,630.00 .00 ______

Transfer to Airport Ca 63,000.00 146,000.00 146,000.00 146,000.00 146,000.00 .00 ______

Salary and Wage Contin .00 29,020.00 29,020.00 .00 29,020.00 .00 ______

Contrib to Net Positio .00 158,000.00 158,000.00 .00 158,000.00 .00 ______Enterprise 1,908,218.45 2,721,300.00 2,765,560.00 2,220,215.88 2,721,300.00 .00 ______Airport 1,908,218.45 2,721,300.00 2,765,560.00 2,220,215.88 2,721,300.00 .00 ______TOTAL Airport 1,908,218.45 2,721,300.00 2,765,560.00 2,220,215.88 2,721,300.00 .00 ______

GRAND TOTAL 1,908,218.45 2,721,300.00 2,765,560.00 2,220,215.88 2,721,300.00 .00 ______

** END OF REPORT - Generated by Marie Matisans **

Expenditures Item 4d

07/14/2017 16:26 |City of Manassas, VA |P 1 mmatisans |YEAR TO DATE BUDGET REPORT |glytdbud FY 2017

FOR 2017 99

ACCOUNTS FOR: 57003703 Airport Operations ORIGINAL APPROP TRANS/ADJSMTS REVISED BUDGET YTD EXPENDED ENCUMBRANCES AVAILABLE BUDGET % USED ______

81 Personal Services ______

57003703 411000 Salaries and Wages 503,920.00 0.00 503,920.00 504,011.04 0.00 -91.04 100.0% 57003703 411020 Board and Elections Stipends 11,700.00 0.00 11,700.00 4,000.00 0.00 7,700.00 34.2% 57003703 411075 S&W-Housing Stipend 3,200.00 0.00 3,200.00 0.00 0.00 3,200.00 .0% 57003703 412000 S&W-On-Call 23,300.00 0.00 23,300.00 23,329.32 0.00 -29.32 100.1% 57003703 416000 S&W-Overtime 25,000.00 0.00 25,000.00 16,983.08 0.00 8,016.92 67.9% 57003703 416010 Hours Worked on a Holiday 800.00 0.00 800.00 131.05 0.00 668.95 16.4%

TOTAL Personal Services 567,920.00 0.00 567,920.00 548,454.49 0.00 19,465.51 96.6%

82 Benefits ______

57003703 420000 Employee Benefits 164,760.00 0.00 164,760.00 0.00 0.00 164,760.00 .0% 57003703 420002 Deferred Compensation 0.00 0.00 0.00 1,991.48 0.00 -1,991.48 100.0% 57003703 420004 FICA 0.00 0.00 0.00 38,974.30 0.00 -38,974.30 100.0% 57003703 420006 Virginia Retirement System 0.00 0.00 0.00 55,461.27 0.00 -55,461.27 100.0% 57003703 420008 Group Health 0.00 0.00 0.00 54,447.87 0.00 -54,447.87 100.0% 57003703 420010 Worker's Compensation 0.00 0.00 0.00 5,208.02 0.00 -5,208.02 100.0% 57003703 420012 Group Term Life Insurance 0.00 0.00 0.00 6,394.47 0.00 -6,394.47 100.0% 57003703 420014 Long Term Disability 0.00 0.00 0.00 1,421.97 0.00 -1,421.97 100.0% 57003703 420016 Unemployment 0.00 0.00 0.00 240.80 0.00 -240.80 100.0% 57003703 420031 Car Allowance 6,030.00 0.00 6,030.00 6,023.10 0.00 6.90 99.9%

Expenditures Item 4d

07/14/2017 16:26 |City of Manassas, VA |P 2 mmatisans |YEAR TO DATE BUDGET REPORT |glytdbud FY 2017

FOR 2017 99

ACCOUNTS FOR: 57003703 Airport Operations ORIGINAL APPROP TRANS/ADJSMTS REVISED BUDGET YTD EXPENDED ENCUMBRANCES AVAILABLE BUDGET % USED ______

TOTAL Benefits 170,790.00 0.00 170,790.00 170,163.28 0.00 626.72 99.6%

83 Purchased Services ______

57003703 431000 Professional Services 65,000.00 2,466.00 67,466.00 35,802.61 14,256.39 17,407.00 74.2% 57003703 431005 City Attorney Fees 32,000.00 0.00 32,000.00 11,898.72 0.00 20,101.28 37.2% 57003703 432000 Temporary Help Services 2,500.00 0.00 2,500.00 0.00 0.00 2,500.00 .0% 57003703 433000 Maintenance Services 0.00 0.00 0.00 1,007.15 110.45 -1,117.60 100.0% 57003703 435000 Print Bind Photo Services 1,500.00 0.00 1,500.00 1,068.65 0.00 431.35 71.2% 57003703 436000 Advertising Services 50,000.00 10,150.00 60,150.00 53,933.66 2,387.98 3,828.36 93.6% 57003703 439000 Other Purchased Services 13,000.00 6,384.00 19,384.00 10,416.19 0.00 8,967.81 53.7% 57003703 439044 City Attorney Misc Exp Advance 500.00 0.00 500.00 29.17 0.00 470.83 5.8%

TOTAL Purchased Services 164,500.00 19,000.00 183,500.00 114,156.15 16,754.82 52,589.03 71.3%

84 Internal Charges ______

57003703 441000 Information Technology Charges 47,470.00 0.00 47,470.00 47,470.00 0.00 0.00 100.0% 57003703 441005 Phones and Voicemail Charges 13,230.00 0.00 13,230.00 13,230.00 0.00 0.00 100.0% 57003703 441045 IT GIS Mapping Charges 7,650.00 0.00 7,650.00 7,650.00 0.00 0.00 100.0% 57003703 441050 IT Purchases Mid-Year 0.00 768.00 768.00 467.38 0.00 300.62 60.9% 57003703 442000 Motor Vehicle Charges 38,580.00 0.00 38,580.00 37,765.42 0.00 814.58 97.9% 57003703 444000 Cost Allocation Charges 152,150.00 0.00 152,150.00 160,681.00 0.00 -8,531.00 105.6%

Expenditures Item 4d

07/14/2017 16:26 |City of Manassas, VA |P 3 mmatisans |YEAR TO DATE BUDGET REPORT |glytdbud FY 2017

FOR 2017 99

ACCOUNTS FOR: 57003703 Airport Operations ORIGINAL APPROP TRANS/ADJSMTS REVISED BUDGET YTD EXPENDED ENCUMBRANCES AVAILABLE BUDGET % USED ______

57003703 447000 Radio Charges 1,110.00 0.00 1,110.00 1,110.00 0.00 0.00 100.0%

TOTAL Internal Charges 260,190.00 768.00 260,958.00 268,373.80 0.00 -7,415.80 102.8%

85 Other Charges ______

57003703 451001 Utilities 19,500.00 0.00 19,500.00 10,583.86 0.00 8,916.14 54.3% 57003703 451002 City Utility Charges 102,000.00 0.00 102,000.00 90,125.06 0.00 11,874.94 88.4% 57003703 452003 Cell Phone Charges 2,900.00 0.00 2,900.00 3,599.77 0.00 -699.77 124.1% 57003703 452007 Cable/Satellite TV Service 800.00 0.00 800.00 924.88 0.00 -124.88 115.6% 57003703 452008 Telephone Service Charges 130.00 0.00 130.00 138.21 0.00 -8.21 106.3% 57003703 452009 Long Distance Charges 100.00 0.00 100.00 9.96 0.00 90.04 10.0% 57003703 453000 Insurance 35,000.00 0.00 35,000.00 21,394.00 0.00 13,606.00 61.1% 57003703 454001 Operating Leases 3,100.00 0.00 3,100.00 2,503.27 349.18 247.55 92.0% 57003703 455001 Mileage 1,000.00 0.00 1,000.00 752.76 0.00 247.24 75.3% 57003703 455002 Training and Travel 12,000.00 0.00 12,000.00 7,766.39 0.00 4,233.61 64.7% 57003703 455005 Meeting / Business Expense 4,500.00 0.00 4,500.00 2,640.11 0.00 1,859.89 58.7% 57003703 458000 Dues Memberships & Other Exp 6,800.00 0.00 6,800.00 6,842.00 0.00 -42.00 100.6%

TOTAL Other Charges 187,830.00 0.00 187,830.00 147,280.27 349.18 40,200.55 78.6%

86 Materials & Supplies ______

57003703 461000 Office Supplies 3,500.00 0.00 3,500.00 1,471.38 0.00 2,028.62 42.0%

Expenditures Item 4d

07/14/2017 16:26 |City of Manassas, VA |P 4 mmatisans |YEAR TO DATE BUDGET REPORT |glytdbud FY 2017

FOR 2017 99

ACCOUNTS FOR: 57003703 Airport Operations ORIGINAL APPROP TRANS/ADJSMTS REVISED BUDGET YTD EXPENDED ENCUMBRANCES AVAILABLE BUDGET % USED ______

57003703 462000 Other Supplies 7,910.00 -538.00 7,372.00 4,934.42 0.00 2,437.58 66.9% 57003703 463000 Books and Subscriptions 500.00 0.00 500.00 303.18 0.00 196.82 60.6% 57003703 464000 Uniforms and Safety Apparel 2,500.00 0.00 2,500.00 2,441.50 499.80 -441.30 117.7%

TOTAL Materials & Supplies 14,410.00 -538.00 13,872.00 9,150.48 499.80 4,221.72 69.6%

89 Other Uses of Funds ______

57003703 495002 Salary and Wage Contingency 29,020.00 0.00 29,020.00 0.00 0.00 29,020.00 .0%

TOTAL Other Uses of Funds 29,020.00 0.00 29,020.00 0.00 0.00 29,020.00 .0%

TOTAL Airport Operations 1,394,660.00 19,230.00 1,413,890.00 1,257,578.47 17,603.80 138,707.73 90.2%

TOTAL EXPENSES 1,394,660.00 19,230.00 1,413,890.00 1,257,578.47 17,603.80 138,707.73

Expenditures Item 4d

07/14/2017 16:26 |City of Manassas, VA |P 5 mmatisans |YEAR TO DATE BUDGET REPORT |glytdbud FY 2017

FOR 2017 99

ACCOUNTS FOR: 57003710 Airport Maintenance ORIGINAL APPROP TRANS/ADJSMTS REVISED BUDGET YTD EXPENDED ENCUMBRANCES AVAILABLE BUDGET % USED ______

83 Purchased Services ______

57003710 433000 Maintenance Services 25,000.00 0.00 25,000.00 10,963.05 2,730.80 11,306.15 54.8% 57003710 433001 Refuse Collection Services 3,000.00 0.00 3,000.00 4,191.33 1,296.00 -2,487.33 182.9% 57003710 433003 Janitorial Services 18,000.00 0.00 18,000.00 22,134.98 1,187.03 -5,322.01 129.6% 57003710 433008 HVAC 7,000.00 0.00 7,000.00 7,341.96 0.00 -341.96 104.9% 57003710 433009 Elevator Services 6,000.00 0.00 6,000.00 392.61 0.00 5,607.39 6.5% 57003710 433010 Snow Removal 20,000.00 -6,900.00 13,100.00 5,707.50 0.00 7,392.50 43.6% 57003710 433012 Airfield Lighting Maintenance 2,500.00 0.00 2,500.00 0.00 0.00 2,500.00 .0% 57003710 433014 Elevator Inspections 1,200.00 0.00 1,200.00 644.20 185.78 370.02 69.2% 57003710 433015 Vehicle/Apparatus Maintenance 2,500.00 0.00 2,500.00 315.00 0.00 2,185.00 12.6% 57003710 439000 Other Purchased Services 28,950.00 6,900.00 35,850.00 14,485.35 513.63 20,851.02 41.8% 57003710 439004 Paving Services 30,000.00 0.00 30,000.00 17,116.97 0.00 12,883.03 57.1% 57003710 439008 Hazmat Disposal 19,000.00 0.00 19,000.00 0.00 0.00 19,000.00 .0% 57003710 439014 Security Services 88,200.00 0.00 88,200.00 82,371.58 27,987.38 -22,158.96 125.1%

TOTAL Purchased Services 251,350.00 0.00 251,350.00 165,664.53 33,900.62 51,784.85 79.4%

85 Other Charges ______

57003710 454004 Miscellaneous Rentals 1,500.00 0.00 1,500.00 0.00 0.00 1,500.00 .0% 57003710 455005 Meeting / Business Expense 0.00 0.00 0.00 41.64 0.00 -41.64 100.0%

TOTAL Other Charges 1,500.00 0.00 1,500.00 41.64 0.00 1,458.36 2.8%

Expenditures Item 4d

07/14/2017 16:26 |City of Manassas, VA |P 6 mmatisans |YEAR TO DATE BUDGET REPORT |glytdbud FY 2017

FOR 2017 99

ACCOUNTS FOR: 57003710 Airport Maintenance ORIGINAL APPROP TRANS/ADJSMTS REVISED BUDGET YTD EXPENDED ENCUMBRANCES AVAILABLE BUDGET % USED ______

86 Materials & Supplies ______

57003710 462000 Other Supplies 14,000.00 0.00 14,000.00 5,466.88 0.00 8,533.12 39.0% 57003710 462001 Tools 3,000.00 0.00 3,000.00 2,313.24 0.00 686.76 77.1% 57003710 462044 Airfield Lighting Supplies 18,000.00 0.00 18,000.00 8,078.49 0.00 9,921.51 44.9% 57003710 462046 Airport Hanger Supplies 30,000.00 0.00 30,000.00 29,814.92 0.00 185.08 99.4% 57003710 462047 Airfield Supplies 10,000.00 0.00 10,000.00 10,557.75 0.00 -557.75 105.6% 57003710 462048 Security Supplies 12,000.00 -230.00 11,770.00 7,982.54 0.00 3,787.46 67.8% 57003710 462052 Terminal Grounds Supplies 3,000.00 0.00 3,000.00 144.00 0.00 2,856.00 4.8% 57003710 462067 Maintenance Supplies 2,500.00 0.00 2,500.00 1,907.54 0.00 592.46 76.3% 57003710 466000 Building and Repair Materials 25,000.00 0.00 25,000.00 23,113.22 0.00 1,886.78 92.5% 57003710 467000 Fuels/Oils/Lubricants 6,500.00 0.00 6,500.00 4,005.39 0.00 2,494.61 61.6% 57003710 468000 Vehicle/Equipment Parts/Supp 15,000.00 0.00 15,000.00 13,923.12 0.00 1,076.88 92.8%

TOTAL Materials & Supplies 139,000.00 -230.00 138,770.00 107,307.09 0.00 31,462.91 77.3%

87 Capital Purchases ______

57003710 471000 Equipment & Machinery Purch 20,000.00 0.00 20,000.00 0.00 0.00 20,000.00 .0%

TOTAL Capital Purchases 20,000.00 0.00 20,000.00 0.00 0.00 20,000.00 .0%

TOTAL Airport Maintenance 411,850.00 -230.00 411,620.00 273,013.26 33,900.62 104,706.12 74.6%

TOTAL EXPENSES 411,850.00 -230.00 411,620.00 273,013.26 33,900.62 104,706.12

Expenditures Item 4d

07/14/2017 16:26 |City of Manassas, VA |P 7 mmatisans |YEAR TO DATE BUDGET REPORT |glytdbud FY 2017

FOR 2017 99

ACCOUNTS FOR: 57003711 FAA Tower Nonreimbursable ORIGINAL APPROP TRANS/ADJSMTS REVISED BUDGET YTD EXPENDED ENCUMBRANCES AVAILABLE BUDGET % USED ______

83 Purchased Services ______

57003711 433000 Maintenance Services 1,500.00 0.00 1,500.00 1,475.50 0.00 24.50 98.4% 57003711 433008 HVAC 2,500.00 0.00 2,500.00 1,590.00 0.00 910.00 63.6% 57003711 433009 Elevator Services 2,500.00 0.00 2,500.00 844.43 0.00 1,655.57 33.8% 57003711 433014 Elevator Inspections 800.00 0.00 800.00 739.88 185.78 -125.66 115.7%

TOTAL Purchased Services 7,300.00 0.00 7,300.00 4,649.81 185.78 2,464.41 66.2%

86 Materials & Supplies ______

57003711 462000 Other Supplies 3,000.00 0.00 3,000.00 2,886.20 0.00 113.80 96.2%

TOTAL Materials & Supplies 3,000.00 0.00 3,000.00 2,886.20 0.00 113.80 96.2%

TOTAL FAA Tower Nonreimbursable 10,300.00 0.00 10,300.00 7,536.01 185.78 2,578.21 75.0%

TOTAL EXPENSES 10,300.00 0.00 10,300.00 7,536.01 185.78 2,578.21

Expenditures Item 4d

07/14/2017 16:26 |City of Manassas, VA |P 8 mmatisans |YEAR TO DATE BUDGET REPORT |glytdbud FY 2017

FOR 2017 99

ACCOUNTS FOR: 57003712 FAA Tower Reimbursable ORIGINAL APPROP TRANS/ADJSMTS REVISED BUDGET YTD EXPENDED ENCUMBRANCES AVAILABLE BUDGET % USED ______

83 Purchased Services ______

57003712 433000 Maintenance Services 6,100.00 0.00 6,100.00 -805.23 953.71 5,951.52 2.4%

TOTAL Purchased Services 6,100.00 0.00 6,100.00 -805.23 953.71 5,951.52 2.4%

85 Other Charges ______

57003712 451002 City Utility Charges 19,500.00 0.00 19,500.00 15,104.03 0.00 4,395.97 77.5% 57003712 451003 Heating Fuel Oil or Gas 1,200.00 0.00 1,200.00 651.79 0.00 548.21 54.3%

TOTAL Other Charges 20,700.00 0.00 20,700.00 15,755.82 0.00 4,944.18 76.1%

TOTAL FAA Tower Reimbursable 26,800.00 0.00 26,800.00 14,950.59 953.71 10,895.70 59.3%

TOTAL EXPENSES 26,800.00 0.00 26,800.00 14,950.59 953.71 10,895.70

Expenditures Item 4d

07/14/2017 16:26 |City of Manassas, VA |P 9 mmatisans |YEAR TO DATE BUDGET REPORT |glytdbud FY 2017

FOR 2017 99

ACCOUNTS FOR: 57003713 Airport-Special Projects ORIGINAL APPROP TRANS/ADJSMTS REVISED BUDGET YTD EXPENDED ENCUMBRANCES AVAILABLE BUDGET % USED ______

81 Personal Services ______

57003713 416000 S&W-Overtime 2,500.00 0.00 2,500.00 0.00 0.00 2,500.00 .0%

TOTAL Personal Services 2,500.00 0.00 2,500.00 0.00 0.00 2,500.00 .0%

82 Benefits ______

57003713 420000 Employee Benefits 190.00 0.00 190.00 0.00 0.00 190.00 .0%

TOTAL Benefits 190.00 0.00 190.00 0.00 0.00 190.00 .0%

83 Purchased Services ______

57003713 431000 Professional Services 0.00 25,260.00 25,260.00 0.00 0.00 25,260.00 .0% 57003713 433003 Janitorial Services 2,500.00 0.00 2,500.00 100.00 0.00 2,400.00 4.0% 57003713 439000 Other Purchased Services 15,000.00 0.00 15,000.00 14,077.50 0.00 922.50 93.9% 57003713 439014 Security Services 500.00 0.00 500.00 322.50 0.00 177.50 64.5%

TOTAL Purchased Services 18,000.00 25,260.00 43,260.00 14,500.00 0.00 28,760.00 33.5%

86 Materials & Supplies ______

57003713 462000 Other Supplies 1,000.00 0.00 1,000.00 0.00 0.00 1,000.00 .0%

TOTAL Materials & Supplies 1,000.00 0.00 1,000.00 0.00 0.00 1,000.00 .0%

Expenditures Item 4d

07/14/2017 16:26 |City of Manassas, VA |P 10 mmatisans |YEAR TO DATE BUDGET REPORT |glytdbud FY 2017

FOR 2017 99

ACCOUNTS FOR: 57003713 Airport-Special Projects ORIGINAL APPROP TRANS/ADJSMTS REVISED BUDGET YTD EXPENDED ENCUMBRANCES AVAILABLE BUDGET % USED ______

TOTAL Airport-Special Projects 21,690.00 25,260.00 46,950.00 14,500.00 0.00 32,450.00 30.9%

TOTAL EXPENSES 21,690.00 25,260.00 46,950.00 14,500.00 0.00 32,450.00

Expenditures Item 4d

07/14/2017 16:26 |City of Manassas, VA |P 11 mmatisans |YEAR TO DATE BUDGET REPORT |glytdbud FY 2017

FOR 2017 99

ACCOUNTS FOR: 57003793 Airprt Capex-Finance-Debt/Trsf ORIGINAL APPROP TRANS/ADJSMTS REVISED BUDGET YTD EXPENDED ENCUMBRANCES AVAILABLE BUDGET % USED ______

83 Purchased Services ______

57003793 439100 Bond Sale Cost 0.00 0.00 0.00 46,250.77 0.00 -46,250.77 100.0%

TOTAL Purchased Services 0.00 0.00 0.00 46,250.77 0.00 -46,250.77 100.0%

86 Materials & Supplies ______

57003793 462000 Other Supplies 50,000.00 0.00 50,000.00 0.00 0.00 50,000.00 .0%

TOTAL Materials & Supplies 50,000.00 0.00 50,000.00 0.00 0.00 50,000.00 .0%

88 Debt Service ______

57003793 481001 Principal - Bonds Payable 336,330.00 0.00 336,330.00 329,943.13 0.00 6,386.87 98.1% 57003793 481021 Interest - Bonds Payable 164,040.00 0.00 164,040.00 77,745.40 0.00 86,294.60 47.4% 57003793 481030 Fiscal Agent Fees 0.00 0.00 0.00 54.34 0.00 -54.34 100.0% 57003793 482021 Interest on Interfund Loan 1,630.00 0.00 1,630.00 0.00 0.00 1,630.00 .0%

TOTAL Debt Service 502,000.00 0.00 502,000.00 407,742.87 0.00 94,257.13 81.2%

89 Other Uses of Funds ______

57003793 492575 Transfer to Airport Capital 146,000.00 0.00 146,000.00 146,000.00 0.00 0.00 100.0% 57003793 496004 Contrib to Net Position 158,000.00 0.00 158,000.00 0.00 0.00 158,000.00 .0%

TOTAL Other Uses of Funds 304,000.00 0.00 304,000.00 146,000.00 0.00 158,000.00 48.0%

Expenditures Item 4d

07/14/2017 16:26 |City of Manassas, VA |P 12 mmatisans |YEAR TO DATE BUDGET REPORT |glytdbud FY 2017

FOR 2017 99

ACCOUNTS FOR: 57003793 Airprt Capex-Finance-Debt/Trsf ORIGINAL APPROP TRANS/ADJSMTS REVISED BUDGET YTD EXPENDED ENCUMBRANCES AVAILABLE BUDGET % USED ______

TOTAL Airprt Capex-Finance-Debt/Trsf 856,000.00 0.00 856,000.00 599,993.64 0.00 256,006.36 70.1%

TOTAL EXPENSES 856,000.00 0.00 856,000.00 599,993.64 0.00 256,006.36

Expenditures Item 4d

07/14/2017 16:26 |City of Manassas, VA |P 13 mmatisans |YEAR TO DATE BUDGET REPORT |glytdbud FY 2017

FOR 2017 99

ORIGINAL APPROP TRANS/ADJSMTS REVISED BUDGET YTD EXPENDED ENCUMBRANCES AVAILABLE BUDGET % USED ______

GRAND TOTAL 2,721,300.00 44,260.00 2,765,560.00 2,167,571.97 52,643.91 545,344.12 80.3%

** END OF REPORT - Generated by Marie Matisans **

Item 6

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(Total Shipping Charges $0.00)

Notes: Apple Products are non-returnable once opened per the manufacturer; excluding damaged, defective, or DOA items.

# Products SKU Price Qty Subtotal

1 Apple iPad Tablet - 9.7" - Apple A9 Dual-core (2 Core) 1.85 APL-MP2G2LL/A $309.57 14 $4,333.98

GHz - 32 GB - iOS 10 - 2048 x 1536 - Retina Display,

In-plane Switching (IPS) Technology - Silver - 4:3 Aspect

Ratio - Wireless LAN - Bluetooth - Imagination

Technologies.. MP2G2LL/A

Apple Products are non-returnable once opened per the manufacturer; excluding

damaged, defective, or DOA items.

Subtotal: $4,333.98 Tax: $0.00 Grand Total (Incl. Tax): $4,333.98 Thank you for your order. We value your business and will continue to provide you excellent service in addition to our comprehensive product line. All returns must be authorized and clearly marked with a valid RMA number. Returns are subject to restock fees when applicable. Quotes are valid for 30-days unless otherwise noted.

Bennie Gaddis [email protected] Southern Computer Warehouse 1395 S. Marietta Parkway | Building 300-106 Marietta, GA 30067 (P) 877-468-6729 (F) 770-579-8937 Item 10

POLICY STATEMENT

POLICY STATEMENT #AP-17-01

ADOPTED: July 20, 2017

RE: POLICY ON ACTING CHAIRMAN

It is the policy of the Manassas Regional Airport Commission to ensure that there is an acting Chairman present at all Airport Commission Meetings. As such, it shall be the policy of the Manassas Regional Airport Commission that in the absence of the Chairman and Vice Chairman, the longest presiding Commission Member shall: a) Act in the absence, inability, or at the discretion of the Chairman and Vice Chairman; and b) Have the power to function in the same capacity of the Chairman in cases of the Chairman and Vice Chairman’s absence or inability to act.

BY ORDER OF THE AIRPORT COMMISSION

Danny Radtke, Chairman On Behalf of the Manassas Regional Airport Commission of Manassas, Virginia

ATTEST:

Marie Matisans, Airport Commission Secretary

1

Item 12

Borrower: Aerosolutions Group, Inc. 10681 Frank Marshall Lane Manassas, Virginia 20110 Attention: Bolling L. DeSouza, President

Loan No. ______[Above Space Reserved for Recorder]

COLLATERAL ASSIGNMENT OF FRANCHISE

THIS COLLATERAL ASSIGNMENT OF FRANCHISE (“Assignment”) is made effective as of the ____ day of July, 2017, by and among:

A. AEROSOLUTIONS GROUP, INC., a Delaware corporation (the “Borrower”), whose address is 10681 Frank Marshall Lane, Manassas, Virginia 20110, Manassas, Virginia 20110 [Index as GRANTOR]; and

B. ACCESS NATIONAL BANK, a nationally chartered banking institution (the “Lender”), with offices at 1800 Robert Fulton Drive, Suite 310, Reston, Virginia 20191 [Index as GRANTOR/GRANTEE]; and

C. THE CITY OF MANASSAS, a body corporate and politic (the “Landlord”), whose address for these purposes is c/o Airport Director, 9027 Center Street, Manassas, Virginia 20110 [Index as GRANTOR/GRANTEE].

RECITALS:

The following recitals are a material part of this instrument:

WHEREAS, Landlord and Borrower have heretofore entered into that certain Franchise Agreement (Ordinance No: O-2003-04) dated as of October 1, 2002 (the “Franchise”). Pursuant to the Franchise, Landlord has leased to Borrower and the Borrower (as Lessee) has agreed to rent from Landlord that certain ground described in the Franchise as Parcel 5, Lot 2, on the East side of the Manassas Regional Airport, City of Manassas, Virginia, containing approximately 36,250 square feet or 0.83219 acres (as may be heretofore or hereafter improved, the ground and all improvements and buildings now existing or later constructed thereon being herein the “Premises”), comprising a portion of the Manassas Regional Airport, located in the City of Manassas, Virginia, as the same is more particularly described by metes and bounds in Exhibit “A” attached hereto and made a part hereof by this reference; and WHEREAS, Lender is making a permanent commercial loan (the “Loan”) to Borrower in the amount of Nine Hundred Fifteen Thousand and 00/100 DOLLARS ($915,000.00) to refinance the costs and expenses associated with the improvement of the Premises with building(s) on the Premises as permitted under the Franchise; and

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WHEREAS, in conjunction with making the Loan, and as part of the collateral security for the repayment of said Loan, as evidenced by the Note evidencing the Loan (“Note”) and all other documents and instruments evidencing and/or securing the Note or now or hereafter executed by Borrower or others in connection with or related to the Loan, including any other assignment, financing statement, agreement of guarantee, certificate, loan agreement, leasehold mortgage or deed of trust, and hazardous wastes and toxic substances certificate and environmental indemnity agreement (together with all amendments, modifications, substitutions or replacements thereof, herein collectively referred to as the “Loan Documents”, which are hereby incorporated by this reference as if fully set forth in this Assignment), Lender does require Borrower to make, execute, and deliver an assignment of its right, title, and interest under the Franchise to the benefit of Lender; and

WHEREAS, Borrower desires to assign to Lender all of its right, title and interest as a Lessee under the Franchise as primary and not as secondary security for the payment of the Note and the indebtedness thereby evidenced, and for the performance of the obligations contained in the Loan Documents; and

WHEREAS, pursuant to the applicable provisions of Article 12 of the Franchise, Landlord is joining in this Assignment to: (i) evidence its consent and grant its permission for Borrower to enter into this Assignment; (ii) make certain representations to Lender regarding the Franchise; and (iii) permit Lender to act and deal with the Franchise in a certain manner should Lender have to exercise and pursue its rights and remedies concerning the Franchise and its assignment hereunder in the event of a default under the Loan by Borrower.

AGREEMENT

NOW, THEREFORE, in consideration of the Loan from Lender to Borrower, which is of direct and substantial benefit to Borrower and to Landlord, the mutual covenants contained in this Assignment, and for other good and valuable considerations, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Assignment. Borrower absolutely and unconditionally assigns, transfers, sets over and conveys to Lender, subject to the terms hereof, absolutely and not as additional security, all of Borrower’s present and future right, title, and interest under the Franchise (and all renewals and amendments thereto), including all insurance, condemnation and proceeds, awards, allowances, orders, judgments or settlements of claims in favor of Borrower and arising out of or connected with the Franchise, and all revenues derived by Borrower as a consequence of the conduct of its business on the Premises and the use of improvements and buildings now existing or hereafter constructed on the Premises by Borrower utilizing the proceeds of the Loan.

2. Indebtedness. This Assignment secures payment of: (a) the Note; (b) all indebtedness and obligations arising under the Loan Documents; (c) all indebtedness and obligations arising pursuant to any instrument evidencing the advance of additional sums at Lender’s sole option, by Lender to, or on behalf of, Borrower; (d) any and all renewals or extensions of any such item of indebtedness or obligation or any part thereof; (e) any future advances which may be made by Lender to, or on behalf of, Borrower in connection with the Premises, whether made to protect the security for the repayment of the Note or otherwise, and whether or not evidenced by additional promissory notes or other evidences of indebtedness; and (f) all interest due on all of the same (all of the above are hereinafter collectively the “Indebtedness”, which term shall also include any part or portion thereof). Nothing herein shall be construed to obligate Lender to make any renewals or additional loans or advances, including, without limitation, increasing the amount of the Note as referred to herein.

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3. Term. This Assignment shall remain in effect until all debts and other obligations evidenced by the Note or advanced under the Loan Documents are paid in full, or this Assignment is voluntarily released by Lender.

4. Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Assignment: (a) the failure of Borrower to perform or to observe any agreement, covenant, or condition required under this Assignment, or under the Franchise; (b) the breach by Borrower of any representation or warranty given or made hereunder by Borrower or in any writing furnished or to be furnished by Borrower under this Assignment; or (c) an Event of Default under any of the Loan Documents.

5. License to Borrower Prior to Default. Notwithstanding that this Assignment is an absolute assignment of the Franchise and not merely the collateral assignment of, or the grant of a lien or security interest in the Franchise, Lender hereby grants to Borrower an exclusive license, revocable upon occurrence of an Event of Default, to possess, use and enjoy the Premises pursuant to the Franchise unless and until an Event of Default occurs, as such term is defined herein, or in the Note, or in any of the other Loan Documents.

6. Lender’s Remedies Upon Default. Upon the occurrence of an Event of Default, Borrower’s license to enjoy the Premises under the Franchise shall immediately terminate. Lender will have the right at its option to enforce and to exercise any or all of its rights under this Assignment or otherwise, but Borrower expressly agrees that Lender’s exercise of any rights hereunder or Lender’s affirmative act to collect income or to acquire possession and occupancy of the Premises shall not be a prerequisite or precondition to the full enforceability of Lender’s rights hereunder.

6.1 In such event, and upon Lender’s election, Borrower shall deliver to Lender the original Franchise, and all modifications, extensions, renewals, amendments, and other agreements relating thereto and to the Premises. Any oral contracts shall be described in a writing delivered by Borrower to the Lender.

6.2 Lender, at its option, and without any notice whatsoever to Borrower, but with notice to the Landlord, shall have the right and is hereby authorized to: (a) take possession, occupancy and control of the Premises subject to the terms and provisions of the Franchise as lessee in the place of Borrower; (b) manage and operate the improvements to the Premises and the business of the Borrower conducted therein; (c) preserve and maintain the improvements made to the Premises; (d) make repairs and improvements (with the consent of the Landlord to the extent required by the Franchise) and repairs to the improvements made and constructed on the Premises which Lender at its sole discretion deems necessary; (e) eject Borrower and/or repossess personal property of Borrower, as provided by law, (f) with the approval of the Landlord as provided in this Assignment, assume and take over the Franchise in the place and stead of Borrower, and in so doing, with the approval of the Landlord as set forth herein sublease the Premises subject to the provisions governing same in the Franchise; (g) delegate any and all rights and powers given to Lender by this Assignment; (h) have a receiver appointed; and (i) use such measures, legal or equitable, as in its sole discretion may carry out and effectuate the provisions of this Assignment. All such actions shall be taken at the expense of the Borrower, which agrees to reimburse Lender for all amounts expended, together with interest thereon from the date of expenditure at the Default Rate stated in the Note, upon demand.

7. Appointment. Borrower irrevocably appoints Lender as its true and lawful attorney-in- fact, which appointment is coupled with an interest, to execute any or all of the rights or powers described

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in this Assignment, with the same force and effect as if executed by the Borrower, and Borrower ratifies and confirms any and all acts done or omitted to be done by Lender, its agents, servants, employees or attorneys under the authority of such power of attorney.

8. Application of Income. Any sublease rents, payments, proceeds and income collected by Lender as a consequence of the Franchise shall be utilized first to pay current and delinquent rents owing from Borrower to Landlord under the Franchise, then may be applied as follows, in whatever order Lender in its sole discretion may determine:

8.1 To the payment of the operating expenses of the Premises, including costs of management (which shall include reasonable compensation to the Lender and its agent or agents, if management be delegated to an agent or agents); improvements, alterations, replacements and repairs to the buildings and improvements constructed on the Premises; premiums on fire, flood, tornado, casualty, liability or other insurance if Lender deems such insurance necessary; and any claims for damages arising out of the subleasing or management of the Premises.

8.2 To the payment of the actual costs and expenses incurred by Lender in collecting such rents, payments, proceeds and income, including commissions paid to secure subtenants; reasonable attorneys’ fees incurred in occupying the Premises; and attorneys’ fees incurred by Lender in connection with the enforcement of this Assignment or in protecting Lender or its interest in any of the collateral securing the Loan (including attorney’s fees and litigation expenses related to or arising out of any lawsuit or proceeding brought by or against Lender in any court or other forum, including actions or proceedings brought by or on behalf of Borrower’s bankruptcy estate or any guarantor or indemnitor).

8.3 To the payment of taxes, special assessments and insurance premiums, and all obligations contained in the Loan Documents.

8.4 To the payment of bills for reasonable and necessary repairs and improvements to the structures and buildings constructed by Borrower on the Premises.

8.5 To the payment of any and all indebtedness, together with interest, evidenced by the Loan Documents.

9. No Liability of Lender; Indemnification of Lender.

9.1 Lender shall not in any way be liable to Borrower for any action or inaction of Lender, its employees or agents with respect to Lender’s exercise of the powers granted Lender by this Assignment, including, without limitation, any liability relating to the subleasing of the Premises after an Event of Default by Borrower, or damage to the Premises (unless caused by the willful misconduct or gross negligence of Lender). Borrower expressly waives and releases Lender from all such liability.

9.2 Unless and until such time as Lender shall take possession and control of the Premises, at which time Lender shall occupy the Premises subject to the terms and provisions of the Franchise: (i) Lender shall not be responsible for any damage or harm to the improvements, or fixtures to and located at the Premises; (ii) this Assignment shall not operate to place upon Lender any obligation for the control, care, management or repair of the Premises, or for the discovery of or correction of any dangerous or defective condition on the Premises, or any negligence in the management, upkeep, repair or control of the Premises; and (iii) Lender shall not be liable to any person or entity for any accidents or other occurrences occurring on or with respect to any part of the Premises.

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9.3 Borrower shall save, defend, indemnify and hold Lender and its agents, employees, contractors, and managers harmless from and against any and all cost, expense, liability, damage, claim or assertion that may be incurred by or made against Lender or any such persons or entities arising from or related to the Franchise or by reason of this Assignment, including without limitation any claims by reason of any alleged obligations and undertakings on Lender’s part to perform or discharge any of the terms, covenants or agreements contained in the Franchise. Should Lender incur any such liability, loss or damage, Borrower shall on demand pay to Lender any and all cost, expense, liability, or damage arising therefrom plus costs, expenses and attorneys’ fees and expenses, with interest from the date the cost or loss is incurred, at the Default Rate stated in the Note, and all of the foregoing shall be secured by this Assignment and by the other Loan Documents.

10. Remedies Cumulative. The remedies provided in this Assignment and in the other Loan Documents are cumulative and not mutually exclusive. The remedies can be exercised successively or concurrently, as many times as and whenever the occasion may arise, and the exercise of any one or more remedies shall not be a waiver of or preclude the exercise of any one or more remedies at the same or any later time for the same or any later default.

11. Continuing Effect. This Assignment shall continue in full effect until the full payment and discharge of: (a) all indebtedness and liability secured or evidenced by the Loan Documents; and (b) all expenses incurred by Lender relating to the Franchise.

12. Further Assurances. Upon Lender’s request, Borrower shall execute any documents or instruments Lender may request, for the purpose of providing further evidence of this Assignment, to carry out the intent and terms of this Assignment, to evidence other amounts that may become payable from Borrower to Lender as referred to in this Assignment, or to accomplish any other purpose deemed appropriate by Lender.

13. Consent of Landlord. Landlord consents to the above assignment and agrees that the Loan is an allowed and permitted encumbrance under the Franchise. Landlord hereby consents to Lender’s security interest (or other interest) in the Premises that is the subject of the Franchise. So long as Lender has not entered the Premises and taken possession thereof, Lender will have no liability under the Franchise, including without limitation liability for rent. Whether or not Lender enters into possession of the Premises for any purpose, Borrower will remain fully liable for all obligations of Borrower as lessee under the Franchise. While Lender is in possession of the Premises, Lender will cause all payments due under the Franchise and attributable to that period of time to be made to Landlord. If Lender later reassigns the Franchise, with consent of Landlord, or vacates the Premises, Lender will have no further obligation to Landlord, but shall remain liable for obligations arising while Lender was in possession of Premises.

14. Franchise Defaults. Both Borrower and Landlord agree and represent to Lender that, to the best of their knowledge, there is no breach or offset existing under the Franchise or under any other agreement between Borrower and Landlord. Landlord agrees not to terminate the Franchise, despite any default by Borrower, without giving Lender written notice of the default and an opportunity to cure the default within the time periods provided to the Borrower in the Franchise or Section 21(a) of this Assignment.

15. Subordination of Interest. Landlord hereby consents to Lender’s security interest by leasehold mortgage/deed of trust in the Premises that is the subject of the Franchise and subordinates all interests, liens and claims which Landlord now has or may hereafter acquire in the Premises. Landlord

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agrees that any lien or claim it may now have or may hereafter have in the Premises will be subject at all times to Lender’s security interest in the Premises and will be subject to the rights granted by Landlord to Lender in this Assignment. Provided, however, that Landlord’s right to obtain payment of sums due from the Borrower shall not in any way be subordinated.

16. Insurance. Landlord hereby agrees that each and every right that Landlord now has or hereafter may have to insurance proceeds, whether under the Lease or the laws of the Commonwealth of Virginia, or under any other applicable federal, state, municipal, or local law, ordinance or otherwise, shall be subject and subordinate in every respect to all of the terms, provisions, and conditions of Lender’s security interest in the Premises. Lender shall be a “co-insured” under the insurance that will be provided by Borrower to insure the Premises (or any part thereof) against loss or damage by fire and/or other risks as provided in extended coverage (the “Hazard Insurance Policy”). Lender agrees that the insurance proceeds under the Hazard Insurance Policy shall be received and applied to the restoration/repair of the Premises. Provided, however, the restoration/repair of the Premises are expressly conditioned and contingent upon the following:

(i) The Landlord, during the period of restoration/repair of the Premises, shall not terminate the Lease, or otherwise expel Borrower, and seek to take possession of the Premises; and

(ii) The Landlord agrees that all insurance proceeds disbursed under the Hazard Insurance Policy shall be disbursed directly to the exclusive control of Lender, which, in turn, will then disburse the insurance proceeds over time to Borrower to pay only those costs and expenses associated with the restoration/repair of the Premises, by means of staged draws upon receipt of AIA (or equivalent) requisitions and inspections of the Premises.

17. Condemnation Proceeds. Landlord hereby agrees that each and every right that Landlord now has or hereafter may have to condemnation awards or payments in lieu of condemnation related to the improvements and buildings now existing or later constructed on the Premises or related to the leasehold interest of Borrower, whether under the Lease or the laws of the Commonwealth of Virginia, or under any other applicable federal, state, municipal, or local law, ordinance or otherwise, shall be subject and subordinate in every respect to the Lender’s security interest in the Premises. In case of any taking or condemnation, whether or not the term of this Lease shall cease and terminate, the condemnation awards or payments in lieu of condemnation applicable to the improvements and buildings now existing or later constructed on the Premises or applicable to the leasehold interest of Borrower, fixtures and equipment shall be the property of Borrower, and Borrower hereby assigns to Lender all its rights, title and interest in and to any such award. The Lender shall be entitled to claim, prove and receive in the condemnation proceedings such awards as may be allowed for the improvements and buildings now existing or later constructed on the Premises or applicable to the leasehold interest of Borrower, fixtures and other equipment installed by the Borrower, or such part thereof so taken. For the avoidance of confusion, this provision does not transfer any right to receive payments for condemnation of the fee simple ownership of the Premises; that right remains with the Landlord.

18. Entry Onto Premises. Landlord and Borrower grant to Lender the right to enter upon the Premises for the purpose of removing the Borrower’s pledged collateral from the Premises or conducting sales of the collateral on the Premises. The rights granted to Lender in this Agreement will continue for a period of thirty (30) calendar days after Lender receives notice in writing from Landlord that Borrower no longer is in lawful possession of the Premises. If Lender enters onto the Premises and removes the collateral, Lender agrees with Landlord not to remove any collateral in such a way that the Premises are damaged, without either repairing any such damage or reimbursing Landlord for the cost of repair.

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19. Estoppel. Landlord and Borrower hereby jointly and severally represent and warrant to Lender that:

19.1 Franchise in Effect. The Franchise: (i) has been duly executed and accepted by Landlord and Borrower; (ii) is in full force and effect; and (iii) has not been modified or changed either in writing or orally, except as reflected in the copy of the Franchise provided to Lender.

19.2 No Default. As of the date of this Assignment: (i) all conditions and obligations to be performed by either Landlord or Borrower under the Franchise, to the date hereof, have been satisfied; (ii) there exists no breach, default, or event or condition which, the giving of notice or the passage of time, or both, would constitute such a breach or default under the Franchise; and (iii) there are no existing claims, defenses or offsets against obligations of either Landlord or Borrower under the Franchise, including any against rents due or to become due under the terms of the Franchise.

19.3 Entire Agreement. The Franchise constitutes the entire agreement between Landlord and Borrower with respect to the lease of the Premises.

19.4 No Prepaid Rent. No deposits or prepayments of rent have been made in connection with the Franchise, except as may be described in the Franchise.

19.5 Mechanic’s Liens, Condemnation, Real Estate Taxes. Landlord affirms and acknowledges to Lender that: (i) it is not aware of nor has it received any notices of mechanic’s liens being threatened to be filed or filed against the Premises; and that there is no mechanic’s lien claim against the Premises, whether of record or otherwise; (ii) the real estate taxes assessed and owing against the Premises are paid current and there are no delinquencies; and (iii) the Premises is not the subject of condemnation proceedings, and the Landlord has not received notice of any such proceedings.

20. Agreements. Landlord and Borrower hereby jointly and severally agree with Lender that, during all such times as Lender is the beneficiary of the security interest (by leasehold mortgage/deed of trust) in the Premises described above:

20.1 Modification, Termination and Cancellation. Landlord and Borrower will not consent to any modification of the Franchise unless Lender first consents thereto in writing, which consent will not be unreasonably withheld, conditioned or delayed, and in all cases will be responded to within sixty (60) days.

20.2 Notice of Default. Landlord will notify Lender in writing concurrently with any notice given to Borrower of any breach or default on the part of Borrower under the Franchise, and Landlord agrees that Lender shall have the right (but not the obligation) to cure any breach or default specified in such notice within the time periods set forth in Section 21.2 hereof, and Landlord will not declare a default of the Franchise if Lender cures such default within the time period provided to Lender herein.

21. Agreement Between Landlord and Lender.

21.1 Mortgagee Successor. If Lender, or its successors and assigns, under the leasehold mortgage/deed of trust granted by Borrower to the benefit of Lender, or any purchaser at a foreclosure auction, or any party acquiring title to Premises and Borrower’s leasehold estate (collectively referred to as the “Mortgagee Successor”), shall become the lessee under the Franchise with the consent

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of Landlord, then such Mortgagee Successor shall, within five (5) business days after the date it becomes a Mortgagee Successor, (i) to execute and deliver to the Landlord a written agreement in which the Mortgagee Successor assumes all of the obligations of the Borrower under the Franchise; and (ii) pays all delinquent rent and other monetary payments which were due and payable under the Franchise as of the date such party became the Mortgagee Successor and which have accrued under the Franchise.

21.2 Lender Right to Cure Tenant Defaults Under Franchise. Landlord agrees to give Lender a copy of any notice of default that Landlord serves upon the Borrower. Landlord further agrees that if Borrower fails to cure a monetary default within the time period provided for in the Franchise, then Lender shall have an additional period within which to cure such default of sixty (60) calendar days commencing on the last day Borrower is entitled to cure such monetary default. Upon Lender’s receipt of notice from Landlord to Borrower for a non-monetary default, Lender shall be entitled (but not obligated) to cure any such default within the same period of time provided to the Borrower within such notice.

21.3 Landlord Approval of Transfer of Interest. Any transfer of interest in the Franchise or occupancy of the Premises shall be subject to the approval of the Landlord as set forth in the Franchise. The Landlord agrees to consent to said transfer if the criteria set forth in Exhibit “B” attached hereto are met. The Landlord reserves the right to reasonably amend said criteria in the future, with notice to Lenders.

22. Franchise.

22.1 Borrower represents, warrants and covenants to Lender that: (a) the Franchise has been properly executed by fully authorized agents of the parties and is now and shall at all times during the life of this Assignment be valid and enforceable obligation of Borrower and the other contracting parties; (b) Borrower shall not default under nor permit any default to occur under the Franchise; (c) Borrower shall promptly notify Lender if Landlord materially defaults or claims a material default under the Franchise, and shall send Lender copies of any (or summaries of any oral) relevant communications; (d) Borrower has not executed or consented to any prior absolute or conditional assignments of the Franchise, and has entered into no modifications or amendments to the Franchise except as previously disclosed by Borrower to Lender, and will not (unless otherwise permitted herein) do so throughout the term of this Assignment; and (e) a true and correct copy of the Franchise with specific regard to the Premises has been delivered to Lender prior to the execution of this Assignment.

22.2 Without obtaining Lender’s prior written approval, which shall not be unreasonably withheld, conditioned, or delayed, Borrower shall not: (a) materially modify or alter or change the terms of or extend the Franchise or enter into any new or renewal Franchise affecting the Premises; (b) consent to any assignment of or subletting by any tenant under the Franchise; (c) alter, modify, change, cancel or terminate any guaranty of the Franchise; or (d) cancel, terminate or accept a surrender of the Franchise. The Borrower shall not enter into, materially modify or alter, change the terms of, extend, renew, cancel or terminate the Franchise without Lender’s prior written approval. Notwithstanding any provision to the contrary herein, if Borrower requests the consent of Lender, Lender shall respond within ten (10) business days of Lender’s receipt of said request, which request shall have conspicuously indicated in bold capitalized print that Lender’s approval shall be deemed to have been granted if no response is received within 10 business days, and shall have otherwise been made in accordance herewith. If Lender shall fail to respond within said time period, Borrower’s request shall be deemed approved by Lender.

23. Legal Challenges. Borrower shall appear for itself (and for Lender, if Lender so requests) in any action or proceeding affecting the Premises or the Franchise, or this Assignment, and

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shall at its own cost vigorously defend its interest in the Premises and the enforceability of the Franchise, and this Assignment, against all legal challenges. Where necessary or where requested by Lender, Borrower shall at its own cost institute any legal actions respecting the same. Borrower shall not challenge, and irrevocably waives any challenge to, the legality or enforceability of this Assignment and all provisions of this Assignment.

24. Set-Off. Upon default by Borrower under this Assignment, Lender (or the holder or owner of any debt secured by this Assignment) shall immediately have the right without further notice to Borrower to set off against the Note and any other debts secured by this Assignment all debts of Lender (or such holder or owner) to Borrower, whether or not then due.

25. Notices. Any notice required or permitted to be given hereunder must be in writing and given: (a) by depositing same in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested; (b) by delivering the same in person to such party; or (c) by depositing the same into the custody of a nationally recognized overnight delivery service for next day delivery addressed to the party to be notified. In the event of mailing, notices shall be deemed effective three (3) days after posting; in the event of overnight delivery, notices shall be deemed effective on the next business day following deposit with the delivery service; in the event of personal service, notices shall be deemed effective when delivered. For purposes of notice, the addresses of the parties shall be the same addresses as those identified and set forth in the Note. From time to time either party may designate another or additional addresses for all purposes of this Assignment by giving the other party no less than ten (10) days advance written notice of such change of address.

26. Miscellaneous. The following provisions are additional terms of this Assignment:

26.1 Lender may take or release other security for the payment of the Loan, may release any party primarily or secondarily liable therefor, and may apply any other security held by it to the reduction or satisfaction of the Loan, without prejudice to any of its rights under this Assignment.

26.2 No waiver by Lender of any default shall operate as a waiver of any other default or of the same default on a future occasion.

26.3 All rights and remedies of Lender are cumulative and may be exercised successively or concurrently, and shall inure to the benefit of Lender’s successors and assigns.

26.4 All obligations of Borrower and Landlord shall be binding on their respective administrators, successors and assigns.

26.5 This Assignment, including but not limited to this Section, may only be modified or amended by written documents and no oral amendment, waiver, extension or other modification hereof shall be enforceable, and the parties hereby: (a) expressly agree that it shall not be reasonable for any of them to rely on any alleged, non-written amendment to this Assignment; (b) irrevocably waive any and all right to enforce any alleged, non-written amendment to this Assignment; and (c) expressly agree that it shall be beyond the scope of authority (apparent or otherwise) for any of their respective agents to agree to any non-written modification of this Assignment.

26.6 This Assignment shall be governed by the laws of the Commonwealth of Virginia without regard to the conflicts of law provisions thereof (“Governing State”).

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26.7 BORROWER HEREBY CONSENTS TO PERSONAL JURISDICTION IN THE GOVERNING STATE. JURISDICTION AND VENUE OF ANY ACTION BROUGHT TO ENFORCE THIS ASSIGNMENT OR ANY OTHER LOAN DOCUMENT OR ANY ACTION RELATING TO THE LOAN OR THE RELATIONSHIPS CREATED BY OR UNDER THE LOAN DOCUMENTS (“ACTION”) SHALL, AT THE ELECTION OF LENDER, BE IN (AND IF ANY ACTION IS ORIGINALLY BROUGHT IN ANOTHER VENUE, THE ACTION SHALL AT THE ELECTION OF LENDER BE TRANSFERRED TO) A STATE OR FEDERAL COURT OF APPROPRIATE JURISDICTION LOCATED IN THE GOVERNING STATE. BORROWER HEREBY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF THE STATE COURTS OF THE GOVERNING STATE AND OF FEDERAL COURTS LOCATED IN THE GOVERNING STATE IN CONNECTION WITH ANY ACTION AND HEREBY WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS OF ANY OTHER STATE TO OBJECT TO JURISDICTION WITHIN SUCH STATE FOR PURPOSES OF ANY ACTION. Borrower hereby waives and agrees not to assert, as a defense to any Action or a motion to transfer venue of any Action, (i) any claim that it is not subject to such jurisdiction, (ii) any claim that any Action may not be brought against it or is not maintainable in those courts or that this Assignment may not be enforced in or by those courts, or that it is exempt or immune from execution, (iii) that the Action is brought in an inconvenient forum, or (iv) that the venue for the Action is in any way improper.

26.8 The captions of the sections of this Assignment are inserted for convenience only and shall not be used in the interpretation or construction of any provisions hereof.

26.9 If any provision of this Assignment is held invalid or unenforceable, the holding shall affect only the provision in question and all other provisions of this Assignment shall remain in full force and effect.

26.10 All references to Lender in this Assignment shall mean Lender and its employees and/or agents as the context indicates.

IN WITNESS WHEREOF, the parties hereto have executed this Assignment the day and year first above written.

[Signatures follow on next page]

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BORROWER:

AEROSOLUTIONS GROUP, INC., a Delaware corporation

By: ______[SEAL] Name: Bolling L. DeSouza Title: President

COMMONWEALTH OF VIRGINIA CITY OF MANASSAS, to-wit:

I HEREBY CERTIFY, that on this ______day of July, 2017, before me, a Notary Public of said jurisdiction, personally appeared BOLLING L. DESOUZA, in his capacity as the President of AEROSOLUTIONS GROUP, INC., a Delaware corporation, known to me (or satisfactorily proven) to be the person whose name is subscribed to the foregoing instrument and acknowledged that he has executed the same for the purposes therein contained.

WITNESS my hand and notarial seal.

______Notary Public [SEAL]

My Commission Expires: ______Notary Registration No.: ______

[Signature(s) and corresponding notary attestation(s) contained on page(s) immediately following. Remainder of this page is left intentionally blank.]

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LANDLORD:

THE CITY OF MANASSAS, a body corporate and politic

By: ______(SEAL) Name: ______Title: ______

COMMONWEALTH OF VIRGINIA CITY OF MANASSAS, to-wit:

I HEREBY CERTIFY, that on this ______day of July, 2017, before me, a Notary Public of said jurisdiction, personally appeared______, in his capacity as the ______of CITY OF MANASSAS, a body corporate and politic (the “City”), known to me (or satisfactorily proven) to be the person whose name is subscribed to the foregoing instrument and acknowledged that he has executed the same for the purposes therein contained on behalf of the City.

WITNESS my hand and notarial seal.

______Notary Public [SEAL]

My Commission Expires: ______Notary Registration No.: ______

Approved as to form:

______Name: Martin Crim, Esquire Title: City Attorney Date: ______

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LENDER:

ACCESS NATIONAL BANK, a nationally chartered banking institution

By: ______(SEAL) Name: Thomas A. Young, Jr. Title: Executive Vice President

COMMONWEALTH OF VIRGINIA CITY OF MANASSAS, to-wit:

I HEREBY CERTIFY, that on this _____ day of July, 2017, before me, a Notary Public of said jurisdiction, personally appeared THOMAS A. YOUNG, JR., in his capacity as the Executive Vice President of ACCESS NATIONAL BANK, a nationally chartered banking institution (the “Lender”), known to me (or satisfactorily proven) to be the person whose name is subscribed to the foregoing instrument and acknowledged that he has executed the same for the purposes therein contained on behalf of the Lender.

WITNESS my hand and notarial seal.

______Notary Public [SEAL]

My Commission Expires: ______Notary Registration No.: ______

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EXHIBIT “A” (Legal Description)

METES AND BOUNDS DESCRIPTION OF A PORTION OF THE PROPERTY OF CITY OF MANASSAS, VIRGINIA (MANASSAS REGIONAL AIRPORT – EAST COMPLEX)

(LEASE PARCEL E-3-F)

BEGINNING AT AN IRON PIPE SET WITHIN THE EAST COMPLEX OF THE MANASSAS REGIONAL AIRPORT PROPERTY, SAID IRON PIPE SET BEING THE NORTHWESTERLY CORNER OF THE PARCEL HEREIN DESCRIBED, AND ALSO BEING THE FOLLOWING COURSES AND DISTANCES FROM A “PK” NAIL FOUND MARKING THE CENTER-LINE OF THE NORTHERLY END OF RUNWAY 16L-34R:

SOUTH 29 DEGREES 59 MINUTES 38 SECONDS EAST 95.25 FEET;

NORTH 60 DEGREES 00 MINUTES 22 SECONDS EAST 1,224.00 FEET;

THENCE DEPARTING FROM THE POINT OF BEGINNING AND THROUGH THE CITY OF MANASSAS (MANASSAS REGIONAL AIRPORT – EAST COMPLEX) PROPERTY THE FOLLOWING COURSES AND DISTANCES:

NORTH 60 DEGREES 00 MINUTES 22 SECONDS EAST 145.00 FEET TO AN IRON PIPE SET;

SOUTH 29 DEGREES 59 MINUTES 38 SECONDS EAST 175.00 FEET TO AN IRON PIPE FOUND;

SOUTH 60 DEGREES 00 MINUTES 22 SECONDS WEST 145.00 FEET TO AN IRON PIPE FOUND;

NORTH 29 DEGREES 59 MINUTES 38 SECONDS WEST 175.00 FEET TO THE POINT OF BEGINNING CONTAINING 25,375 SQUARE FEET OR 0.58253 ACRE AS SHOWN ON A LEASE PLAT PREPARED BY ROSS, FRANCE AND RATLIFF, LTD. DATED MARCH 10, 2003 WHICH IS PART OF THIS DESCRIPTION.

AND BEING the same property as referred to in that certain Franchise Agreement No: O-2003- 04 dated October 1, 2002 and entered into by and between the City of Manassas and AeroSolutions Group, Inc. (the “Franchise Agreement”) as Parcel 5, Lot 2.

TOGETHER WITH rights of Ingress and Egress as set forth in Article 7 of the Franchise Agreement.

For Informational Purposes Only:

Property Address: 10681 Frank Marshall Lane, Manassas, Virginia 20110 Tax Map No: 091-01-000-0002

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EXHIBIT “B”

(Transfer Criteria)

A transferee that meets the following criteria shall be deemed to be an approved transferee:

1. The transferee shall use the Premises for the purposes enumerated in the Franchise Agreement, to wit:

(i) For the purpose of installing, maintaining, selling and servicing aircraft, parts and supplies including avionics and instruments; the storage of aircraft, the sale of new and used aircraft, and aircraft avionics, and parts and supplies; together with providing office space to aviation related businesses.

(ii) For administration and operations offices, maintenance shops and lounges used in connection with the purposes authorized hereunder.

(iii) For the parking, storage, servicing, repair and maintenance of aircraft.

(iv) The sale of new and used aircraft.

(v) Nothing contained herein shall give, or be construed to give, the Lessee any right to sell or store aviation fuel of any kind at the Airport.

AND

2. The transferee has a net worth of at least $100,000.00.

AND

3. The transferee has obtained or has the ability to obtain all necessary government permits to operate the business.

AND

4. The transferee has no felony convictions.

AND

5. The transferee has not been involved in a bankruptcy in the prior seven years.

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Item 13

Borrower: Colgan Group, LLC ______Attention: Patrick S. Colgan, Manager

Loan No. ______[Above Space Reserved for Recorder]

COLLATERAL ASSIGNMENT OF FRANCHISE

THIS COLLATERAL ASSIGNMENT OF FRANCHISE (“Assignment”) is made effective as of the ____ day of ______, 2017, by and among:

A. COLGAN GROUP, LLC, a Virginia limited liability company (the “Borrower”), whose address is ______[Index as GRANTOR]; and

B. ACCESS NATIONAL BANK, a nationally chartered banking institution (the “Lender”), with offices at 1800 Robert Fulton Drive, Suite 310, Reston, Virginia 20191 [Index as GRANTOR/GRANTEE]; and

C. THE CITY OF MANASSAS, a body corporate and politic (the “Landlord”), whose address for these purposes is c/o Airport Director, 9027 Center Street, Manassas, Virginia 20110 [Index as GRANTOR/GRANTEE].

RECITALS:

The following recitals are a material part of this instrument:

WHEREAS, Landlord and Borrower have heretofore entered into that certain Franchise Agreement (Ordinance No: O-2003-03) with effective date of October 1, 2002 (the “Franchise”). Pursuant to the Franchise, Landlord has leased to Borrower and the Borrower (as Lessee) has agreed to rent from Landlord that certain ground described in the Franchise as Parcel 5, Lot 1, on the East side of the Manassas Regional Airport, City of Manassas, Virginia, containing approximately 81,300 square feet or 1.86639 acres (as may be heretofore or hereafter improved, the ground and all improvements and buildings now existing or later constructed thereon being herein the “Premises”, comprising a portion of the Manassas Regional Airport, located in the City of Manassas, Virginia, as the same is more particularly described by metes and bounds in Exhibit “A” attached hereto and made a part hereof by this reference. A Memorandum of Lease for the Franchise is recorded among the land records of the Clerk of the Court of Prince William County, Virginia, as Instrument No. 200303040040768; and

WHEREAS, Lender is making a permanent commercial loan (the “Loan”) to Borrower in the amount of TWO MILLION FIVE HUNDRED FIFTY THOUSAND AND 00/100 DOLLARS

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($2,550,000.00) to refinance the costs and expenses associated with the improvement of the Premises with building(s) on the Premises as permitted under the Franchise; and WHEREAS, in conjunction with making the Loan, and as part of the collateral security for the repayment of said Loan, as evidenced by the Note evidencing the Loan (“Note”) and all other documents and instruments evidencing and/or securing the Note or now or hereafter executed by Borrower or others in connection with or related to the Loan, including any other assignment, financing statement, agreement of guarantee, certificate, loan agreement, leasehold mortgage or deed of trust, and hazardous wastes and toxic substances certificate and environmental indemnity agreement (together with all amendments, modifications, substitutions or replacements thereof, herein collectively referred to as the “Loan Documents”, which are hereby incorporated by this reference as if fully set forth in this Assignment), Lender does require Borrower to make, execute, and deliver an assignment of its right, title, and interest under the Franchise to the benefit of Lender; and

WHEREAS, Borrower desires to assign to Lender all of its right, title and interest as a Lessee under the Franchise as primary and not as secondary security for the payment of the Note and the indebtedness thereby evidenced, and for the performance of the obligations contained in the Loan Documents; and

WHEREAS, pursuant to the applicable provisions of Article 12 of the Franchise, Landlord is joining in this Assignment to: (i) evidence its consent and grant its permission for Borrower to enter into this Assignment; (ii) make certain representations to Lender regarding the Franchise; and (iii) permit Lender to act and deal with the Franchise in a certain manner should Lender have to exercise and pursue its rights and remedies concerning the Franchise and its assignment hereunder in the event of a default under the Loan by Borrower.

AGREEMENT

NOW, THEREFORE, in consideration of the Loan from Lender to Borrower, which is of direct and substantial benefit to Borrower and to Landlord, the mutual covenants contained in this Assignment, and for other good and valuable considerations, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Assignment. Borrower absolutely and unconditionally assigns, transfers, sets over and conveys to Lender, subject to the terms hereof, absolutely and not as additional security, all of Borrower’s present and future right, title, and interest under the Franchise (and all renewals and amendments thereto), including all insurance, condemnation and proceeds, awards, allowances, orders, judgments or settlements of claims in favor of Borrower and arising out of or connected with the Franchise, and all revenues derived by Borrower as a consequence of the conduct of its business on the Premises and the use of improvements and buildings now existing or hereafter constructed on the Premises by Borrower utilizing the proceeds of the Loan.

2. Indebtedness. This Assignment secures payment of: (a) the Note; (b) all indebtedness and obligations arising under the Loan Documents; (c) all indebtedness and obligations arising pursuant to any instrument evidencing the advance of additional sums at Lender’s sole option, by Lender to, or on behalf of, Borrower; (d) any and all renewals or extensions of any such item of indebtedness or obligation or any part thereof; (e) any future advances which may be made by Lender to, or on behalf of, Borrower in connection with the Premises, whether made to protect the security for the repayment of the Note or otherwise, and whether or not evidenced by additional promissory notes or other evidences of indebtedness; and (f) all interest due on all of the same (all of the above are hereinafter collectively the “Indebtedness”, which term shall also include any part or portion thereof). Nothing herein shall be

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construed to obligate Lender to make any renewals or additional loans or advances, including, without limitation, increasing the amount of the Note as referred to herein. 3. Term. This Assignment shall remain in effect until all debts and other obligations evidenced by the Note or advanced under the Loan Documents are paid in full, or this Assignment is voluntarily released by Lender.

4. Events of Default. The occurrence of any of the following shall constitute an “Event of Default” under this Assignment: (a) the failure of Borrower to perform or to observe any agreement, covenant, or condition required under this Assignment, or under the Franchise; (b) the breach by Borrower of any representation or warranty given or made hereunder by Borrower or in any writing furnished or to be furnished by Borrower under this Assignment; or (c) an Event of Default under any of the Loan Documents.

5. License to Borrower Prior to Default. Notwithstanding that this Assignment is an absolute assignment of the Franchise and not merely the collateral assignment of, or the grant of a lien or security interest in the Franchise, Lender hereby grants to Borrower an exclusive license, revocable upon occurrence of an Event of Default, to possess, use and enjoy the Premises pursuant to the Franchise unless and until an Event of Default occurs, as such term is defined herein, or in the Note, or in any of the other Loan Documents.

6. Lender’s Remedies Upon Default. Upon the occurrence of an Event of Default, Borrower’s license to enjoy the Premises under the Franchise shall immediately terminate. Lender will have the right at its option to enforce and to exercise any or all of its rights under this Assignment or otherwise, but Borrower expressly agrees that Lender’s exercise of any rights hereunder or Lender’s affirmative act to collect income or to acquire possession and occupancy of the Premises shall not be a prerequisite or precondition to the full enforceability of Lender’s rights hereunder.

6.1 In such event, and upon Lender’s election, Borrower shall deliver to Lender the original Franchise, and all modifications, extensions, renewals, amendments, and other agreements relating thereto and to the Premises. Any oral contracts shall be described in a writing delivered by Borrower to the Lender.

6.2 Lender, at its option, and without any notice whatsoever to Borrower, but with notice to the Landlord, shall have the right and is hereby authorized to: (a) take possession, occupancy and control of the Premises subject to the terms and provisions of the Franchise as lessee in the place of Borrower; (b) manage and operate the improvements to the Premises and the business of the Borrower conducted therein; (c) preserve and maintain the improvements made to the Premises; (d) make repairs and improvements (with the consent of the Landlord to the extent required by the Franchise) and repairs to the improvements made and constructed on the Premises which Lender at its sole discretion deems necessary; (e) eject Borrower and/or repossess personal property of Borrower, as provided by law, (f) with the approval of the Landlord as provided in this Assignment, assume and take over the Franchise in the place and stead of Borrower, and in so doing, with the approval of the Landlord as set forth herein sublease the Premises subject to the provisions governing same in the Franchise; (g) delegate any and all rights and powers given to Lender by this Assignment; (h) have a receiver appointed; and (i) use such measures, legal or equitable, as in its sole discretion may carry out and effectuate the provisions of this Assignment. All such actions shall be taken at the expense of the Borrower, which agrees to reimburse Lender for all amounts expended, together with interest thereon from the date of expenditure at the Default Rate stated in the Note, upon demand.

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7. Appointment. Borrower irrevocably appoints Lender as its true and lawful attorney-in- fact, which appointment is coupled with an interest, to execute any or all of the rights or powers described in this Assignment, with the same force and effect as if executed by the Borrower, and Borrower ratifies and confirms any and all acts done or omitted to be done by Lender, its agents, servants, employees or attorneys under the authority of such power of attorney.

8. Application of Income. Any sublease rents, payments, proceeds and income collected by Lender as a consequence of the Franchise shall be utilized first to pay current and delinquent rents owing from Borrower to Landlord under the Franchise, then may be applied as follows, in whatever order Lender in its sole discretion may determine:

8.1 To the payment of the operating expenses of the Premises, including costs of management (which shall include reasonable compensation to the Lender and its agent or agents, if management be delegated to an agent or agents); improvements, alterations, replacements and repairs to the buildings and improvements constructed on the Premises; premiums on fire, flood, tornado, casualty, liability or other insurance if Lender deems such insurance necessary; and any claims for damages arising out of the subleasing or management of the Premises.

8.2 To the payment of the actual costs and expenses incurred by Lender in collecting such rents, payments, proceeds and income, including commissions paid to secure subtenants; reasonable attorneys’ fees incurred in occupying the Premises; and attorneys’ fees incurred by Lender in connection with the enforcement of this Assignment or in protecting Lender or its interest in any of the collateral securing the Loan (including attorney’s fees and litigation expenses related to or arising out of any lawsuit or proceeding brought by or against Lender in any court or other forum, including actions or proceedings brought by or on behalf of Borrower’s bankruptcy estate or any guarantor or indemnitor).

8.3 To the payment of taxes, special assessments and insurance premiums, and all obligations contained in the Loan Documents.

8.4 To the payment of bills for reasonable and necessary repairs and improvements to the structures and buildings constructed by Borrower on the Premises.

8.5 To the payment of any and all indebtedness, together with interest, evidenced by the Loan Documents.

9. No Liability of Lender; Indemnification of Lender.

9.1 Lender shall not in any way be liable to Borrower for any action or inaction of Lender, its employees or agents with respect to Lender’s exercise of the powers granted Lender by this Assignment, including, without limitation, any liability relating to the subleasing of the Premises after an Event of Default by Borrower, or damage to the Premises (unless caused by the willful misconduct or gross negligence of Lender). Borrower expressly waives and releases Lender from all such liability.

9.2 Unless and until such time as Lender shall take possession and control of the Premises, at which time Lender shall occupy the Premises subject to the terms and provisions of the Franchise: (i) Lender shall not be responsible for any damage or harm to the improvements, or fixtures to and located at the Premises; (ii) this Assignment shall not operate to place upon Lender any obligation for the control, care, management or repair of the Premises, or for the discovery of or correction of any dangerous or defective condition on the Premises, or any negligence in the management, upkeep, repair or

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control of the Premises; and (iii) Lender shall not be liable to any person or entity for any accidents or other occurrences occurring on or with respect to any part of the Premises.

9.3 Borrower shall save, defend, indemnify and hold Lender and its agents, employees, contractors, and managers harmless from and against any and all cost, expense, liability, damage, claim or assertion that may be incurred by or made against Lender or any such persons or entities arising from or related to the Franchise or by reason of this Assignment, including without limitation any claims by reason of any alleged obligations and undertakings on Lender’s part to perform or discharge any of the terms, covenants or agreements contained in the Franchise. Should Lender incur any such liability, loss or damage, Borrower shall on demand pay to Lender any and all cost, expense, liability, or damage arising therefrom plus costs, expenses and attorneys’ fees and expenses, with interest from the date the cost or loss is incurred, at the Default Rate stated in the Note, and all of the foregoing shall be secured by this Assignment and by the other Loan Documents.

10. Remedies Cumulative. The remedies provided in this Assignment and in the other Loan Documents are cumulative and not mutually exclusive. The remedies can be exercised successively or concurrently, as many times as and whenever the occasion may arise, and the exercise of any one or more remedies shall not be a waiver of or preclude the exercise of any one or more remedies at the same or any later time for the same or any later default.

11. Continuing Effect. This Assignment shall continue in full effect until the full payment and discharge of: (a) all indebtedness and liability secured or evidenced by the Loan Documents; and (b) all expenses incurred by Lender relating to the Franchise.

12. Further Assurances. Upon Lender’s request, Borrower shall execute any documents or instruments Lender may request, for the purpose of providing further evidence of this Assignment, to carry out the intent and terms of this Assignment, to evidence other amounts that may become payable from Borrower to Lender as referred to in this Assignment, or to accomplish any other purpose deemed appropriate by Lender.

13. Consent of Landlord. Landlord consents to the above assignment and agrees that the Loan is an allowed and permitted encumbrance under the Franchise. Landlord hereby consents to Lender’s security interest (or other interest) in the Premises that is the subject of the Franchise. So long as Lender has not entered the Premises and taken possession thereof, Lender will have no liability under the Franchise, including without limitation liability for rent. Whether or not Lender enters into possession of the Premises for any purpose, Borrower will remain fully liable for all obligations of Borrower as lessee under the Franchise. While Lender is in possession of the Premises, Lender will cause all payments due under the Franchise and attributable to that period of time to be made to Landlord. If Lender later reassigns the Franchise, with consent of Landlord, or vacates the Premises, Lender will have no further obligation to Landlord, but shall remain liable for obligations arising while Lender was in possession of Premises.

14. Franchise Defaults. Both Borrower and Landlord agree and represent to Lender that, to the best of their knowledge, there is no breach or offset existing under the Franchise or under any other agreement between Borrower and Landlord. Landlord agrees not to terminate the Franchise, despite any default by Borrower, without giving Lender written notice of the default and an opportunity to cure the default within the time periods provided to the Borrower in the Franchise or Section 21(a) of this Assignment.

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15. Subordination of Interest. Landlord hereby consents to Lender’s security interest by leasehold mortgage/deed of trust in the Premises that is the subject of the Franchise and subordinates all interests, liens and claims which Landlord now has or may hereafter acquire in the Premises. Landlord agrees that any lien or claim it may now have or may hereafter have in the Premises will be subject at all times to Lender’s security interest in the Premises and will be subject to the rights granted by Landlord to Lender in this Assignment. Provided, however, that Landlord’s right to obtain payment of sums due from the Borrower shall not in any way be subordinated.

16. Insurance. Landlord hereby agrees that each and every right that Landlord now has or hereafter may have to insurance proceeds, whether under the Lease or the laws of the Commonwealth of Virginia, or under any other applicable federal, state, municipal, or local law, ordinance or otherwise, shall be subject and subordinate in every respect to all of the terms, provisions, and conditions of Lender’s security interest in the Premises. Lender shall be a “co-insured” under the insurance that will be provided by Borrower to insure the Premises (or any part thereof) against loss or damage by fire and/or other risks as provided in extended coverage (the “Hazard Insurance Policy”). Lender agrees that the insurance proceeds under the Hazard Insurance Policy shall be received and applied to the restoration/repair of the Premises. Provided, however, the restoration/repair of the Premises are expressly conditioned and contingent upon the following:

(i) The Landlord, during the period of restoration/repair of the Premises, shall not terminate the Lease, or otherwise expel Borrower, and seek to take possession of the Premises; and

(ii) The Landlord agrees that all insurance proceeds disbursed under the Hazard Insurance Policy shall be disbursed directly to the exclusive control of Lender, which, in turn, will then disburse the insurance proceeds over time to Borrower to pay only those costs and expenses associated with the restoration/repair of the Premises, by means of staged draws upon receipt of AIA (or equivalent) requisitions and inspections of the Premises.

17. Condemnation Proceeds. Landlord hereby agrees that each and every right that Landlord now has or hereafter may have to condemnation awards or payments in lieu of condemnation related to the improvements and buildings now existing or later constructed on the Premises or related to the leasehold interest of Borrower, whether under the Lease or the laws of the Commonwealth of Virginia, or under any other applicable federal, state, municipal, or local law, ordinance or otherwise, shall be subject and subordinate in every respect to the Lender’s security interest in the Premises. In case of any taking or condemnation, whether or not the term of this Lease shall cease and terminate, the condemnation awards or payments in lieu of condemnation applicable to the improvements and buildings now existing or later constructed on the Premises or applicable to the leasehold interest of Borrower, fixtures and equipment shall be the property of Borrower, and Borrower hereby assigns to Lender all its rights, title and interest in and to any such award. The Lender shall be entitled to claim, prove and receive in the condemnation proceedings such awards as may be allowed for the improvements and buildings now existing or later constructed on the Premises or applicable to the leasehold interest of Borrower, fixtures and other equipment installed by the Borrower, or such part thereof so taken. For the avoidance of confusion, this provision does not transfer any right to receive payments for condemnation of the fee simple ownership of the Premises; that right remains with the Landlord.

18. Entry Onto Premises. Landlord and Borrower grant to Lender the right to enter upon the Premises for the purpose of removing the Borrower’s pledged collateral from the Premises or conducting sales of the collateral on the Premises. The rights granted to Lender in this Agreement will continue for a period of thirty (30) calendar days after Lender receives notice in writing from Landlord that Borrower no longer is in lawful possession of the Premises. If Lender enters onto the Premises and

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removes the collateral, Lender agrees with Landlord not to remove any collateral in such a way that the Premises are damaged, without either repairing any such damage or reimbursing Landlord for the cost of repair.

19. Estoppel. Landlord and Borrower hereby jointly and severally represent and warrant to Lender that: 19.1 Franchise in Effect. The Franchise: (i) has been duly executed and accepted by Landlord and Borrower; (ii) is in full force and effect; and (iii) has not been modified or changed either in writing or orally, except as reflected in the copy of the Franchise provided to Lender.

19.2 No Default. As of the date of this Assignment: (i) all conditions and obligations to be performed by either Landlord or Borrower under the Franchise, to the date hereof, have been satisfied; (ii) there exists no breach, default, or event or condition which, the giving of notice or the passage of time, or both, would constitute such a breach or default under the Franchise; and (iii) there are no existing claims, defenses or offsets against obligations of either Landlord or Borrower under the Franchise, including any against rents due or to become due under the terms of the Franchise.

19.3 Entire Agreement. The Franchise constitutes the entire agreement between Landlord and Borrower with respect to the lease of the Premises.

19.4 No Prepaid Rent. No deposits or prepayments of rent have been made in connection with the Franchise, except as may be described in the Franchise.

19.5 Mechanic’s Liens, Condemnation, Real Estate Taxes. Landlord affirms and acknowledges to Lender that: (i) it is not aware of nor has it received any notices of mechanic’s liens being threatened to be filed or filed against the Premises; and that there is no mechanic’s lien claim against the Premises, whether of record or otherwise; (ii) the real estate taxes assessed and owing against the Premises are paid current and there are no delinquencies; and (iii) the Premises is not the subject of condemnation proceedings, and the Landlord has not received notice of any such proceedings.

20. Agreements. Landlord and Borrower hereby jointly and severally agree with Lender that, during all such times as Lender is the beneficiary of the security interest (by leasehold mortgage/deed of trust) in the Premises described above:

20.1 Modification, Termination and Cancellation. Landlord and Borrower will not consent to any modification of the Franchise unless Lender first consents thereto in writing, which consent will not be unreasonably withheld, conditioned or delayed, and in all cases will be responded to within sixty (60) days.

20.2 Notice of Default. Landlord will notify Lender in writing concurrently with any notice given to Borrower of any breach or default on the part of Borrower under the Franchise, and Landlord agrees that Lender shall have the right (but not the obligation) to cure any breach or default specified in such notice within the time periods set forth in Section 21.2 hereof, and Landlord will not declare a default of the Franchise if Lender cures such default within the time period provided to Lender herein.

21. Agreement Between Landlord and Lender.

21.1 Mortgagee Successor. If Lender, or its successors and assigns, under the leasehold mortgage/deed of trust granted by Borrower to the benefit of Lender, or any purchaser at a

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foreclosure auction, or any party acquiring title to Premises and Borrower’s leasehold estate (collectively referred to as the “Mortgagee Successor”), shall become the lessee under the Franchise with the consent of Landlord, then such Mortgagee Successor shall, within five (5) business days after the date it becomes a Mortgagee Successor, (i) to execute and deliver to the Landlord a written agreement in which the Mortgagee Successor assumes all of the obligations of the Borrower under the Franchise; and (ii) pays all delinquent rent and other monetary payments which were due and payable under the Franchise as of the date such party became the Mortgagee Successor and which have accrued under the Franchise. 21.2 Lender Right to Cure Tenant Defaults Under Franchise. Landlord agrees to give Lender a copy of any notice of default that Landlord serves upon the Borrower. Landlord further agrees that if Borrower fails to cure a monetary default within the time period provided for in the Franchise, then Lender shall have an additional period within which to cure such default of sixty (60) calendar days commencing on the last day Borrower is entitled to cure such monetary default. Upon Lender’s receipt of notice from Landlord to Borrower for a non-monetary default, Lender shall be entitled (but not obligated) to cure any such default within the same period of time provided to the Borrower within such notice.

21.3 Landlord Approval of Transfer of Interest. Any transfer of interest in the Franchise or occupancy of the Premises shall be subject to the approval of the Landlord as set forth in the Franchise. The Landlord agrees to consent to said transfer if the criteria set forth in Exhibit “B” attached hereto are met. The Landlord reserves the right to reasonably amend said criteria in the future, with notice to Lenders.

22. Franchise.

22.1 Borrower represents, warrants and covenants to Lender that: (a) the Franchise has been properly executed by fully authorized agents of the parties and is now and shall at all times during the life of this Assignment be valid and enforceable obligation of Borrower and the other contracting parties; (b) Borrower shall not default under nor permit any default to occur under the Franchise; (c) Borrower shall promptly notify Lender if Landlord materially defaults or claims a material default under the Franchise, and shall send Lender copies of any (or summaries of any oral) relevant communications; (d) Borrower has not executed or consented to any prior absolute or conditional assignments of the Franchise, and has entered into no modifications or amendments to the Franchise except as previously disclosed by Borrower to Lender, and will not (unless otherwise permitted herein) do so throughout the term of this Assignment; and (e) a true and correct copy of the Franchise with specific regard to the Premises has been delivered to Lender prior to the execution of this Assignment.

22.2 Without obtaining Lender’s prior written approval, which shall not be unreasonably withheld, conditioned, or delayed, Borrower shall not: (a) materially modify or alter or change the terms of or extend the Franchise or enter into any new or renewal Franchise affecting the Premises; (b) consent to any assignment of or subletting by any tenant under the Franchise; (c) alter, modify, change, cancel or terminate any guaranty of the Franchise; or (d) cancel, terminate or accept a surrender of the Franchise. The Borrower shall not enter into, materially modify or alter, change the terms of, extend, renew, cancel or terminate the Franchise without Lender’s prior written approval. Notwithstanding any provision to the contrary herein, if Borrower requests the consent of Lender, Lender shall respond within ten (10) business days of Lender’s receipt of said request, which request shall have conspicuously indicated in bold capitalized print that Lender’s approval shall be deemed to have been granted if no response is received within 10 business days, and shall have otherwise been made in accordance herewith. If Lender shall fail to respond within said time period, Borrower’s request shall be deemed approved by Lender.

Colgan Group, LLC Collateral Assignment of Franchise Page 8 of 15 Item 13

23. Legal Challenges. Borrower shall appear for itself (and for Lender, if Lender so requests) in any action or proceeding affecting the Premises or the Franchise, or this Assignment, and shall at its own cost vigorously defend its interest in the Premises and the enforceability of the Franchise, and this Assignment, against all legal challenges. Where necessary or where requested by Lender, Borrower shall at its own cost institute any legal actions respecting the same. Borrower shall not challenge, and irrevocably waives any challenge to, the legality or enforceability of this Assignment and all provisions of this Assignment.

24. Set-Off. Upon default by Borrower under this Assignment, Lender (or the holder or owner of any debt secured by this Assignment) shall immediately have the right without further notice to Borrower to set off against the Note and any other debts secured by this Assignment all debts of Lender (or such holder or owner) to Borrower, whether or not then due.

25. Notices. Any notice required or permitted to be given hereunder must be in writing and given: (a) by depositing same in the United States mail, addressed to the party to be notified, postage prepaid and registered or certified with return receipt requested; (b) by delivering the same in person to such party; or (c) by depositing the same into the custody of a nationally recognized overnight delivery service for next day delivery addressed to the party to be notified. In the event of mailing, notices shall be deemed effective three (3) days after posting; in the event of overnight delivery, notices shall be deemed effective on the next business day following deposit with the delivery service; in the event of personal service, notices shall be deemed effective when delivered. For purposes of notice, the addresses of the parties shall be the same addresses as those identified and set forth in the Note. From time to time either party may designate another or additional addresses for all purposes of this Assignment by giving the other party no less than ten (10) days advance written notice of such change of address.

26. Miscellaneous. The following provisions are additional terms of this Assignment:

26.1 Lender may take or release other security for the payment of the Loan, may release any party primarily or secondarily liable therefor, and may apply any other security held by it to the reduction or satisfaction of the Loan, without prejudice to any of its rights under this Assignment.

26.2 No waiver by Lender of any default shall operate as a waiver of any other default or of the same default on a future occasion.

26.3 All rights and remedies of Lender are cumulative and may be exercised successively or concurrently, and shall inure to the benefit of Lender’s successors and assigns.

26.4 All obligations of Borrower and Landlord shall be binding on their respective administrators, successors and assigns.

26.5 This Assignment, including but not limited to this Section, may only be modified or amended by written documents and no oral amendment, waiver, extension or other modification hereof shall be enforceable, and the parties hereby: (a) expressly agree that it shall not be reasonable for any of them to rely on any alleged, non-written amendment to this Assignment; (b) irrevocably waive any and all right to enforce any alleged, non-written amendment to this Assignment; and (c) expressly agree that it shall be beyond the scope of authority (apparent or otherwise) for any of their respective agents to agree to any non-written modification of this Assignment.

26.6 This Assignment shall be governed by the laws of the Commonwealth of Virginia without regard to the conflicts of law provisions thereof (“Governing State”).

Colgan Group, LLC Collateral Assignment of Franchise Page 9 of 15 Item 13

26.7 BORROWER HEREBY CONSENTS TO PERSONAL JURISDICTION IN THE GOVERNING STATE. JURISDICTION AND VENUE OF ANY ACTION BROUGHT TO ENFORCE THIS ASSIGNMENT OR ANY OTHER LOAN DOCUMENT OR ANY ACTION RELATING TO THE LOAN OR THE RELATIONSHIPS CREATED BY OR UNDER THE LOAN DOCUMENTS (“ACTION”) SHALL, AT THE ELECTION OF LENDER, BE IN (AND IF ANY ACTION IS ORIGINALLY BROUGHT IN ANOTHER VENUE, THE ACTION SHALL AT THE ELECTION OF LENDER BE TRANSFERRED TO) A STATE OR FEDERAL COURT OF APPROPRIATE JURISDICTION LOCATED IN THE GOVERNING STATE. BORROWER HEREBY CONSENTS AND SUBMITS TO THE PERSONAL JURISDICTION OF THE STATE COURTS OF THE GOVERNING STATE AND OF FEDERAL COURTS LOCATED IN THE GOVERNING STATE IN CONNECTION WITH ANY ACTION AND HEREBY WAIVES ANY AND ALL PERSONAL RIGHTS UNDER THE LAWS OF ANY OTHER STATE TO OBJECT TO JURISDICTION WITHIN SUCH STATE FOR PURPOSES OF ANY ACTION. Borrower hereby waives and agrees not to assert, as a defense to any Action or a motion to transfer venue of any Action, (i) any claim that it is not subject to such jurisdiction, (ii) any claim that any Action may not be brought against it or is not maintainable in those courts or that this Assignment may not be enforced in or by those courts, or that it is exempt or immune from execution, (iii) that the Action is brought in an inconvenient forum, or (iv) that the venue for the Action is in any way improper.

26.8 The captions of the sections of this Assignment are inserted for convenience only and shall not be used in the interpretation or construction of any provisions hereof.

26.9 If any provision of this Assignment is held invalid or unenforceable, the holding shall affect only the provision in question and all other provisions of this Assignment shall remain in full force and effect.

26.10 All references to Lender in this Assignment shall mean Lender and its employees and/or agents as the context indicates.

IN WITNESS WHEREOF, the parties hereto have executed this Assignment the day and year first above written.

[Signatures follow on next page]

Colgan Group, LLC Collateral Assignment of Franchise Page 10 of 15 Item 13

BORROWER:

COLGAN GROUP, LLC, a Virginia limited liability company

By: ______[SEAL] Name: ______Title: ______

COMMONWEALTH OF VIRGINIA CITY OF MANASSAS, to-wit:

I HEREBY CERTIFY, that on this ______day of ______, 2017, before me, a Notary Public of said jurisdiction, personally appeared PATRICK S. COLGAN, in his capacity as the Managing Member of COLGAN GROUP, LLC, a Virginia limited liability company, known to me (or satisfactorily proven) to be the person whose name is subscribed to the foregoing instrument and acknowledged that he has executed the same for the purposes therein contained.

WITNESS my hand and notarial seal.

______Notary Public [SEAL]

My Commission Expires: ______Notary Registration No.: ______

[Signature(s) and corresponding notary attestation(s) contained on page(s) immediately following. Remainder of this page is left intentionally blank.]

Colgan Group, LLC Collateral Assignment of Franchise Page 11 of 15 Item 13

LANDLORD:

THE CITY OF MANASSAS, a body corporate and politic

By: ______(SEAL) Name: ______Title: ______

COMMONWEALTH OF VIRGINIA CITY OF MANASSAS, to-wit:

I HEREBY CERTIFY, that on this ______day of ______, 2017, before me, a Notary Public of said jurisdiction, personally appeared______, in his capacity as the ______of CITY OF MANASSAS, a body corporate and politic (the “City”), known to me (or satisfactorily proven) to be the person whose name is subscribed to the foregoing instrument and acknowledged that he has executed the same for the purposes therein contained on behalf of the City.

WITNESS my hand and notarial seal.

______Notary Public [SEAL]

My Commission Expires: ______Notary Registration No.: ______

Approved as to form:

______Name: Martin Crim, Esquire Title: City Attorney Date: ______

Colgan Group, LLC Collateral Assignment of Franchise Page 12 of 15 Item 13

LENDER:

ACCESS NATIONAL BANK, a nationally chartered banking institution

By: ______(SEAL) Name: Thomas A. Young, Jr. Title: Executive Vice President

COMMONWEALTH OF VIRGINIA CITY OF MANASSAS, to-wit:

I HEREBY CERTIFY, that on this _____ day of ______, 2017, before me, a Notary Public of said jurisdiction, personally appeared THOMAS A. YOUNG, JR., in his capacity as the Executive Vice President of ACCESS NATIONAL BANK, a nationally chartered banking institution (the “Lender”), known to me (or satisfactorily proven) to be the person whose name is subscribed to the foregoing instrument and acknowledged that he has executed the same for the purposes therein contained on behalf of the Lender.

WITNESS my hand and notarial seal.

______Notary Public [SEAL]

My Commission Expires: ______Notary Registration No.: ______

Colgan Group, LLC Collateral Assignment of Franchise Page 13 of 15 Item 13

EXHIBIT “A” (Legal Description)

METES AND BOUNDS DESCRIPTION A PORTION OF THE PROPERTY OF CITY OF MANASSAS, VIRGINIA (MANASSAS REGIONAL AIRPORT – EAST COMPLEX) LEASE PARCEL E-3-G

BEGINNING at an iron pipe set within the East Complex of the Manassas Regional Airport Property, said iron pipe set being the northwesterly corner of the parcel herein described, and also being the following courses and distances from a “PK” nail found marking the center-line of the northerly end of Runway 16L-34R:

North 29 Degrees 59 Minutes 38 Seconds West 358.95 feet; North 60 Degrees 00 Minutes 22 Seconds East 1,492.25 feet;

Thence departing from the point of beginning and through the City of Manassas (Manassas Regional Airport - East Complex) Property the following courses and distances:

North 60 Degrees 00 Minutes 22 Seconds East 52.75 feet to an iron pipe set; North 43 Degrees 03 Minutes 21 Seconds East 107.78 feet to an iron pipe set; South 75 Degrees 42 Minutes 46 Seconds East 51.18 feet to an iron pipe set; South 46 Degrees 34 Minutes 05 Seconds East 107.26 feet to an iron pipe set; South 29 Degrees 59 Minutes 38 Seconds East 123.08 feet to an iron pipe set; South 60 Degrees 00 Minutes 22 Seconds West 5.00 feet to an iron pipe set; South 29 Degrees 59 Minutes 38 Seconds East 150.00 feet to an iron pipe set; South 60 Degrees 00 Minutes 22 Seconds West 206.31 feet to an iron pipe set; North 29 Degrees 59 Minutes 38 Seconds West 270.00 feet to an iron pipe set; South 60 Degrees 00 Minutes 22 Seconds West 11.78 feet to an iron pipe set; North 29 Degrees 59 Minutes 38 Seconds West 110.20 feet to the point of beginning containing 81,300 square feet or 1.86639 acres as shown on a Lease Plat prepared by Ross, France and Ratliff, Ltd. dated November 20, 2002 which is part of this description.

REFERRED TO IN FRANCHISE AGREEMENT DATED OCTOBER 23, 2002, BY AND BETWEEN THE CITY OF MANASSAS AND COLGAN GROUP, LLC (LESSEE) AS PARCEL 5, LOT 1.

LESS AND EXCEPT any portion thereof conveyed by virtue of Deed of Dedication (For Public Street Purposes) and Deed of Easement dated October 24, 2005 and recorded in Instrument Number 200511080194167 among the Land records of Prince William County, Virginia.

TOGETHER WITH rights of Ingress and Egress as set forth in Article 7 of that certain Franchise Agreement, dated October 23, 2002 by and between The City pf Manassas, through its Airport Director and Colgan Group, LLC.

For Informational Purposes Only:

Property Address: 10660 Aviation Lane Manassas, Virginia 20110 Tax Map No: 091/03 00/ E3G//

Colgan Group, LLC Collateral Assignment of Franchise Page 14 of 15 Item 13

EXHIBIT “B”

(Transfer Criteria)

A transferee that meets the following criteria shall be deemed to be an approved transferee:

1. The transferee shall use the Premises for the purposes enumerated in the Franchise Agreement, to wit:

(i) For the purpose of installing, maintaining, selling and servicing aircraft, parts and supplies including avionics and instruments; the storage of aircraft, the sale of new and used aircraft, and aircraft avionics, and parts and supplies; together with providing office space to aviation related businesses.

(ii) For administration and operations offices, maintenance shops and lounges used in connection with the purposes authorized hereunder.

(iii) For the parking, storage, servicing, repair and maintenance of aircraft.

(iv) The sale of new and used aircraft.

(v) Nothing contained herein shall give, or be construed to give, the Lessee any right to sell or store aviation fuel of any kind at the Airport.

AND

2. The transferee has a net worth of at least $100,000.00.

AND

3. The transferee has obtained or has the ability to obtain all necessary government permits to operate the business.

AND

4. The transferee has no felony convictions.

AND

5. The transferee has not been involved in a bankruptcy in the prior seven years.

Colgan Group, LLC Collateral Assignment of Franchise Page 15 of 15

Item 14 Juan Rivera

From: McDonald, Alan Sent: Wednesday, June 21, 2017 5:58 PM To: Juan Rivera Cc: Jolene Berry; Richard Allabaugh; Jerry Burke; Patterson, Nicholas Subject: Manassas West Apron Rehabilitation Phase 1 - Recommendation forAward Attachments: 20170621_JR.ivera_Bid Recommendation Letter.pdf

Juan,

Attached is RS&H's recommendation of award of the West Apron Rehabilitation Phase 1 construction to Chemung Contracting Corporation. RS&H recommends the award of Base Bid + Bid Additive No. 1. The low Base Bid + Bid Additive No. 1 is $1,700,017.50, approximately 7% lower than the engineer's estimate.

We have submitted RS&H's cost proposal for construction phase services for the independent fee estimate. Please let me know when the independent fee estimate is complete, and I will prepare the FAA and DOAV grant applications.

Thank you,

Alan

Alan McDonald, PE Aviation Engineer 909 N Washington St, Suite 330, Alexandria, VA 22314 703-549-2472 x3803 [email protected] rsandh.com J Facebook J Twitter J Linkedln J ill.Qg.

Stay up-to-date with our latest news and insights. RS&H

1 Item 14

909 North Washington Street 0 703-S49-2472 Suite 330 F 703-S49-2582 RS&H Alexandria, Virginia 22314 rsandh.com

June 21, 2017

Juan Rivera Airport Director Manassas Regional Airport 10600 Harry Parrish Blvd Manassas, Virginia 20110

RE: City of Manassas, Virginia - Manassas Regional Airport West Apron Rehabilitation Phase 1 City of Manassas Bid No. 17B029 FAA Design Project No. AIP-3-51-0030-041-2016/ DOAV Design Project No. CF-0030-41 / RS&H Project No. 222-0003-002

Dear Mr. Rivera:

Enclosed, please find the bid tabulation for the above referenced project. We have reviewed all bids submitted for conformity to the requirements established in the bid documents. A total of 3 (three) bids were received as detailed on the bid tabulation and analysis summary.

Our analysis of the apparent responsive low bidder, Chemung Contracting Corp., indicates that they are qualified to perform the proposed construction.

The Base bid subtotal is $1,669,892.50. The Bid Additive #1 subtotal is $30,125.00. The total of Base bid plus Bid Additive #1 is $1,700,017.50. RS&H recommends that Chad Carper with the FAA Washington Airports District Office and Amy Wells with the Virginia Department of Aviation be contacted immediately to confirm funding for the Base bid plus Bid Additive #1, and construction management services.

We recommend the construction contract be awarded to Chemung Contracting Corp., subject to any legal, DBE or financial review and approval by the City of Manassas. Should you have any questions, please call me at (703) 549-2472 x3803.

Sincerely,

Alan L. McDonald, PE cc: Jerry Burke - City Purchasing Department, Nicholas Patterson - RS&H Item 14

BID TABULATION SUMMARY AND ANALYSIS LOCATION: Manassas Regional Airport City of Manassas, VA

PROJECT DESCRIPTION: RS&H West Apron Rehabilitation Phase 1 City of Manassas Bid No. 176029 FAA (Design): AIP-3-51--0030-041·2016, DOAV (Design): CF--0030-41 RS&H Project No. 222-0003--002 Bid Tabulation; Bids Opened June 19, 2017@2:00 PM EDT

Btd Tabulation Summary

BIDDER Base Bid Subtotal Bid Additive #1 Subtotal GRAND TOTAL WITH ADDITIVE

Chemung Contracting Corp. $ 1,669,892.50 $ 30,125.00 $ 1,700,017.50 Finley Asphalt & Sealing, Inc. $ 2,038,509.20 s 36,135.50 $ 2,074,644.70 Sargent Corporation $ 2,930,025.00 $ 46,975.00 $ 2,977,000.00 Enaineel"'s Estimate $ 1,798,990.00 $ 30,237.50 $ 1,829,227.50

Bid Tabulation Em>rs

BIDDER TABULATION ERRORS NET EFFECT ON GRANO TOTALS

Chemung Contracting Corp. None NIA G-106-5.1,P-401-3.1.1,P-302-5.1, P-620-5.1-1, Finley Asphalt & Sealing, Inc. P-320-5.2-2,T-904-5.1, T-908-5.1,L-125-5.3,L-125-5.4 Bid increased $101,145.70 SargentCorporation None NIA

Bid Requirement Checklial

BIDDER Chemung Contracting Finley Asphalt & Sealing, Sargent Corporation Bid Requirement Corp. Inc.

Sianed Bid Submission Form ,; ,/ ,/ Acknowledaement of Addenda 1 ,/ ,/ ,/ Certifications ,/ ,;' ,;' Prooosal Form ,;' ,;' ,;' Prooos.al Affidavit " � ,/ Prooosal Bond v ,/ v Suretv's Bond Affidavit ,/ v ,;' EEO Reoort Statement " ,I ,/ certification of Non-&tan!aated Facilities " ,/ ,/ Non-Collusion Affidavit " ,/ ,;' DBE Forms " ,/ ,/ Item 14

LOCATION: Manassas Regional Airport Reynolds, Smith and Hills, Inc. Manassas, Virginia Prepared By: ALM RS&H Project No. 222-0003-002 PROJECT DESCRIPTION: West Apron Rehabilitation Phase 1 EXHIBIT A FAA /Desianl: AIP-3-51-0030-041-2016, DOAV /Desinnl: CF-0030-41 Chemung Contracting Finley Asphalt Enginee(s Estimate Sargent Corporation Bid Tabulation· Bids Ooened June 19 2017 (@2:00 PM EDT Corp. & Sealing, Inc. ITEM SPEC WORK ITEM DESCRIPTION UNIT QUANTITY UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT NO. REFER. Base Bid - West Atwon Rehabilitation Phase 1 , GP-105-2 1 Mobilization LSUM , S 120.000 00 s 120,00000 s 95,00000 $ 95,00000 $ 35 53500 $ 35,535 00 $ 298,000 00 s 298,00000 2 G-102-10 1 Safetv and Sectx� LSUM 1 s 20.00000 s 20,00000 s 5.00000 s 5,00000 $ 42.50000 $ 42.500 00 $ 208,00000 s 208, 00000 3 G-103-4 1 Em1neer's Field Office LSUM 1 s 8,00000 $ 8.00000 s 10,00000 $ 10,00000 $ 10.00000 $ 10.00000 $ 28,00000 s 28,000.00 4 G-104-5 1 ProN"t'.1 Surve & Stakeout LSUM 1 s 23,50000 $ 23,500 00 $ 35.00000 s 35,00000 $ 45,92500 $ 45,92500 $ 60.00000 $ 60000 00 5 G-105-5 1 Tem,.....,rar.i Construction ttems LSUM 1 $ 31.00000 $ 31,00000 $ so.coo00 $ 50.00000 $ 38.25000 $ 38.25000 $ 215.000 00 $ 215,00000 6 G-106-5 1 Pavement M,.rt,,,....., Oblnenmon Asphalt Pavements) SF 685 $ 400 $ 2.740 00 $ 350 $ 2.397 50 $ 20 68 $ 14.165 80 s 400 s 2.74000 7 P-101-5 1 Pavement Removal SY 4,000 $ 1500 s 60,00000 s 3500 s 140.00000 s 4 00 $ 16,00000 s 12 00 $ 48.00000 8 P-101·5 2 Jo1n1 and Crack Reoair LF 20.000 $ 200 $ 40.00000 $ 1 20 $ 24.00000 s 125 $ 25,00000 $ 1 30 s 26.00000 9 P-101-5 3 Cot! M1lbroIZ'l SY 54,000 $ 300 $ 162.000 00 $ 2.50 s 135,000 00 $ 2 SO $ 135,000 00 s 600 $ 324 000 00 10 P-101-5 4 COki Mi/11na ,,�1 SY 3.200 $ 200 s 6.40000 s 325 $ i0,400 00 $ 125 $ 4,00000 $ 500 $ 16,00000 11 P-101-5 5 Tie-DownAnchor Oemolrtion EACH 260 s 15000 s 39.00000 $ 8000 s 20,80000 s 13000 $ 33,800 00 $ 15000 $ 39,00000 12 P-152-4 1 Unc!assffiedExcavatoo CY 1,200 s 2500 s 30,00000 $ 1000 s 1200000 $ 1000 s 12,00000 $ 2200 $ 26,40000 13 P-152-4 2 Suborade Undercll. CY 500 $ 3000 $ ,s.ooo00 $ 2000 s 10,00000 $ 2500 s 12,50000 s 5700 s 28,50000 14 P-156-5 1 Erosion and Sed1mentat1on Contr� LSUM 1 $ 10,00000 $ 10.000 00 $ 15. 00000 $ 15.00000 $ 5.00000 $ 5.00000 $ 20,00000 $ 20.000 00 15 P-1S&.5 2 InletProtection EACH 4 $ 25000 $ 1 000 00 s 35000 $ 1,40000 s 25000 $ 1,000 00 $ 50000 $ 2.00000 16 P-15&5 3 Clivert Inlet Ptotect,on EACH 8 $ 57500 $ 4.60000 s 35000 $ 2,800 00 $ 250 00 s 2.000 00 $ 400 00 s 3 20000 17 P-156-5 4 Rocin SY 3,200 $ 300 s 9,60000 s 025 $ 80000 s 1 00 s 3,20000 s 2.00 s 6,40000 20 P-401..S 11 811:um1nous SurfaceCourse TON 6.850 $ 12000 s 822.00000 s 10500 $ 719,25000 s 15449 s 1.058.25650 s 15000 $ 1,027.50000 21 P-4 01..S 1 2 8rt1Jm1nous LevehnoCourse TON 400 s 120 00 $ 48,00000 s 105 00 s 42,00000 s 15449 $ 61,796 00 s 150 00 s 60,00000 22 P--602-5 1 Brt:uminousPnme Coat GA!. 1,000 s 250 $ 2.50000 s 500 $ 5,00000 s 919 $ 9. 190 00 $ 500 $ 5.00000 23 P�3-5 1 BrtumlnOUS Tack Coat GAL 6,000 s 250 $ 15,000 00 $ 300 $ 18.00000 s 350$ 21.00000 $ 1100 s 6600000, 24 P-610..5 1 Tle-Oown Anchof lrzstanation EACH 1 74 $ 50000 $ 87,00000 $ 200 00 s 34 ,800 00 s 43000 $ 74,820 00 $ 300 00 $ 52. 20000 25 P-620-5 1-1 Tax•·_, andArvon Mark11'1QS (Yellow). With Reflecttve Media SF 3,700 s 1 50 $ 5.550 00 $ 300 $ 11.10000 $ 2.59 $ 9.583. 00 $ , 00 $ 3.70000 26 P-620-5 2-2 Ta.xiwavand Aoron Markinos (Brackl, �houtReflectrve Media SF 5.500 $ 125 s 6,875 00 $ 210 $ 11.550 00 $ 083 s 4.565 00 $ 0.60 $ 3,300 00 27 P-620-5 3-3 Taxiwavand Aoron Temoo,arv Madunns Yell,...,., wlo Ren M� SF 3.700 $ 125 s 4,625 00 s 2.50 $ 9. 25000 s 165 s 6.105 00 s 060 $ 2.22000 28 P-631-7 1 Refined Coal Tar EmulslOnwnh Addll:ives for SllitvCoat GAL 4,500 $ 200 s 9 000 00 s 500 $ 22. 500 00 $ 600 s 27,00000 s 500 $ 22.50000 29 P-631-7 2 1rNiate TON 13 $ 7500 s 97500 $ 315 00 s 4.09500 s 30000 s 3,90000 s 33000 s 4,290 00 30 D-701-5 1 Trench Drain Oem011t1on LSUM 1 $ 5,00000 $ 5.00000 s 10.00000 $ 10,00000 $ 13 02000 s 13,020 00 s 25.00000 s 25000 00 31 D-751-5 1 Drain..,.... Inlet Removal EACH 1 s 2.50000 s 2,50000 s 600 00 s 60000 $ 3 00000 $ 3,00000 $ 3.00000 $ 3.000.00 32 0-751-5 2 MariloleStructl.lle lnstallatK>n EACH 1 $ 7.50000 $ 7.50000 $ 4,00000 s 4,00000 $ 5,994 00 s 5.994 00 s 8 00000 $ 8.00000 33 T-901-51 seeo.� ACRE 200 $ 2,50000 $ 5.00000 $ 1,50000 $ 3.00000 $ 69600 s 1,392 00 $ 3.00000 $ 6.000 00 34 T-904-5 1 Sodd,na SY 6,300 s 4 50 $ 28,35000 s 625 $ 39 375 00 s 633 $ 39.879 00 $ 800 $ 50,40000 35 T-905-51 T"""""""" Frsn6hedfrom Off the Sl1e • 4" Denth CY 86S $ 1500 $ 12.975 00 $ 2500 $ 21, 625 00 $ 2500 s 21.625 00 s 4500 $ 38,92500 36 T-908-5 1 MulehUYJ ACRE 200 s 1,000 00 s 2.00000 $ 275 00 $ 55000 $ 141 45 s 282 90 $ 1,10000 s 2 20000 11 C No 6 AWG. SkV, l-824, Type C. Unsl'»elCled Cable. 37 L-108-5 1 lrzstalled In Duct Bank ex Conduit LF 2,500 $ 2 00 $ 5,00000 s 500 s 12. 500 00 $ 495 s 12.375 00 s 550 $ 13,75000 , IC No 6 AWG, Sohd Bare CopperColll'ierpo1&e w,re. Above the DuctBank or Con::fult, 1nclud1ng Ground,rg Rods and 38 L-108-5 2 Gtound C<>nnectora LF 1,700 s 300 $ 5,100 00 $ 700 $ 11.900_00 $ 7 15 $ 12,15500 $ 7 SO s 12 75000 39 l-110-5 1 1-Wav, 2' PVC Conduit. Direct Bl.l'led LF 1,700 s 500 $ 8.50000 $ 800 s 13.60000 s 825 $ 14.025 00 s 8 50 s 14,450 00 40 L-115-5 1 l-867EJooctJon Can EACH 1 s 2.50000 $ 2,50000 $ 90000 s 90000 s 935 00 s 935 00 $ 95000 $ 95000 41 l-125-5 1 l-861T ElevatedT3):iway Edae LIOt'C EACH 29 s 1,100 00 s 31.90000 $ 1.00000 $ 29,00000 s 1,045 00 s 30 ,305 00 $ 1,05000 s 30,45000 42 L-125-5 2 L-858Y GuidanceSicm. Stze 2 2 Module EACH 1 $ 5,00000 $ 5.00000 $ 7,00000 $ 7.00000 $ 330 00 $ 330 00 $ 7,00000 s 7.00000 43 L-125-5 3 Remove Taxt.VctvEdae uom EACH 32 s 20000 $ 6,400 00 s 300 00 s 9.60000 s 1,650.00 $ 52,80000 s 300 00 $ 9,60000 44 L-1gs4 IRemove Guidance Sll'ln EACH 3 $ 1.500 00 s 4,50000 s 1,75000 s 5,25000 $ 11.550 00 $ 34,65000 � 1.70000 s 5,10000 45 L-125-5 5 Removal of Cable an::tConduit LSUM 1 $ 5,50000 $ 5,50000 $ 5,75000 s 5.75000 $ 11.550 00 s 11.55000 s 5,80000. s 5,60000 46 l-125- 56 Remove Hanclhole EACH 3 s 120000 s 3.60000 s 4,75000 s 14. 25000 s 4 95000 s 14,850 00 s 5,00000 $ 15.00000 47 L-125-5 7 T emoorarvAlroon: LJatt.ma $Y!';;tems LSUM 1 $ 5,00000 $ 5,00000 s 8.00000 s 8,00000 $ 8,25000 s 8,25000 s 40.00000 s 40.000 00 48 L-125-5 8 Inductance Lnnn Installation EACH 3 s 75000 $ 2 25000 s 1,50000 $ 4,500 00 s 2,75000 $ 8.25000 s 900 00 $ 2.70000 Bid Tabulation Page 2 June 21, 2017 Item 14

LOCATION: Manassas Regional Airport Reynolds, Smith and Hills, Inc. Manassas, Virginia Prepared By: ALM RS&H Project No. 222-0003-002 PROJECT DESCRIPTION: West Apron Rehabilitation Phase 1 EXHIBIT A FAA IDesianl: AIP-3-51-0030-041-2016, DOAV /Desianl: CF-0030-41 Chemung Contracting Finley Asphalt Enginee(s Estimate Sargent Corporation Bid Tabulation· Bids Ooened June 19 2017 I@ 2:00 PM EDT Corp. & Sealing, Inc. ITEM SPEC WORK ITEM DESCRIPTION UNIT QUANTITY UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT UNIT PRICE AMOUNT I I ' I ' I I NO. REFER I

Base Bid Subtotal I 1. 798,990.00 I 1,669,892.50 I 2,038,509.20 I 2,930.025.00

Bid Additive f1 South Pavina Area 49 IP-101-52 IJorrt and Crack Repalf LF 500 1,000001$ 1 201 $ 60000 125 $ 62500 $ 1 30 $ 65000 $ 2.00 $ I 50 IP-101-5 3 lCOkt M1ll1no (2') I SY I 1.600 300 4.800 oo• s 500 8.00000 2 4,000 00 $ 900 I 14.40000 ' $ $ $ I S 50 $ I 51 lP-401--81 8rtumtnoos Su-face Course TON 200 120 00 I 24.00000 10500 $ 21.00000 S 15449 IS 30,89800 $ 150ool s 30.000 00 1 $ I$ s I 52 P-603-51 GAL 2 50 43 750 I$ 300 S 525001 S 350 $ 612 50, S 11 00 $ 1.925 00 l8Jtum1nous Tack Coat I I 1751 S I$ I I Bid Additi..,eNo, 1 Subtotal s 30,237.50 I 30,125.00 s 36, 135.$0 s 46,975.00

2,930.02500 Base Bid Subtotal $ 1,798 99000 $ 1.669.892 SO 5 2,038,$09 20 $ Bid Additive No. 1 Subtotal 30.237 50 $ 30,12500 36.13550 s 46,975.00 $ $ GRAND TOTAL WITH ADDITIVE I 1,829,227.50 I 1,700,017.50 I 2,074,644.70 I 2,9n,ooo.oo

Base Bid with Bid Additive No. 1 - Recommend for Award $1,829,227.50 $1,700,017.50 $2,074,644.70 $ 2,977,000.00

Bid Tabulation Page3 June 21, 2017