Delta Airlines 2010 Annual Report Download - page 337

differentiation based on usage during peak or off-peak hours. **[Need to discuss with Delta/IAT — what if airlines have overtime gate parking or
hardstand parking — how does Delta get compensated?]**
(c) The amount of the Common Use Check-in Fee shall include JFK IAT's provision and maintenance of the common use terminal equipment ("CUTE")
hardware and software necessary for Airline to interface Airline's proprietary software with the CUTE computer system. Airline shall be solely responsible for
all its data communication charges or any of its other communication charges, costs or expenses. Airline shall remit directly to the appropriate third party any
amounts due for its data communication charges or its other communication charges, costs or expenses.
4.3 Utilities, security and snow removal charges. Charges for the provision of utilities (including HVAC, potable water and electricity), security and snow
removal at Terminal 4 are included in the Passenger Fee. JFK IAT reserves the right to pass through to Airline (and other Terminal 4 Air Carriers on a
reasonably allocated basis) any extraordinary or unanticipated charges imposed on JFK IAT relating to the provision of utilities, security and/or snow removal
at Terminal 4 which arise during the Term.
Section 5 PAYMENT OF FEES & CHARGES
5.1 Payment of Terminal 4 License Fees. At the close of each calendar month, JFK IAT shall calculate the amount of fees and charges due JFK IAT, and
shall deliver to Airline an invoice for the amount then due. Airline shall pay the fees and charges to JFK IAT no later than the fifteenth day after the date of an
invoice from JFK IAT. To enable JFK IAT to calculate the amount of Passenger Fees then due from Airline, Airline shall file activity reports with JFK IAT as
and in the manner required under this Agreement. In the event that Airline fails to file timely the required activity reports, JFK IAT shall charge, and Airline
shall pay, Passenger Fees as if Airline enplaned and deplaned all of its flights at 100% capacity. All payments shall be made in lawful currency of the United
States of America by check or wire transfer with confirming notice and otherwise strictly in accordance with written instructions provided by JFK IAT.
5.2 Information provided by Airline. Within 1 hour after each departure or 1 hour before each arrival of an Airline flight, Airline shall provide to JFK IAT a
written activity report (in a form acceptable to JFK IAT), indicating for each particular flight any information requested by JFK IAT relevant to the
determination of fees and charges, including Airline's passenger traffic at Terminal 4 segregated by enplaned, deplaned and in-transit passengers, date, flight
number and time.
5.3 Interest on Overdue Payments and Late Charges. Any payment not received from Airline within 5 days after the due date shall accrue interest at a rate
equal to the greater of the "Prime Rate" plus 6% or the highest rate allowed under New York law; with the "Prime Rate" meaning the rate published, on the
date nearest to the date payment default occurred, in The Wall Street Journal and identified as the "Prime Rate" of interest offered on corporate loans by a
basket of representative U.S. financial institutions. In addition, Airline shall pay JFK IAT 10% of any such unpaid amounts.
5.4 Books and Records; Audit and Penalty. (a) Airline shall maintain, at an administrative office in the New York metropolitan area, all books, records and
accounts relevant to the determination of any fees and charges payable by it hereunder. Such records shall be retained by Airline for a period of at least two
years subsequent to the end of the calendar year of the activities reported therein. JFK IAT and such persons or entities as may be designated by it, shall have
the right, at all reasonable times, subject to 5 business days' prior notice to Airline, to audit, examine and make copies of such books, records and accounts.
Airline shall also, upon JFK IAT's request, provide to JFK IAT within 5 days of such request a copy of the "Passenger Manifest" for any flight departing from
or arriving at Terminal 4. JFK IAT represents and warrants that it shall use any Passenger Manifest for verification of passenger counts only and shall
otherwise keep any information provided therein confidential. Airline shall maintain in accordance with accepted accounting practice, books and records (the
"Records"), of all transactions of Airline at, through, or in any way connected with the Airport for three (3) years and four (4) months following the end of the
Annual Period during which the Records were created and permit the examination and audit of the same by Port Authority representatives. The Records shall
include all books and records required to permit JFK IAT to make all certifications to the Port Authority required under any agreement between JFK IAT and
the Port Authority. If the Records of the Airline are kept outside of the Port of New York District described in the Compact establishing the Port
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